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: 811-02589
Eaton Vance Series 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)
December 31
Date of Fiscal Year End
December 31, 2017
Date of Reporting Period
Item 1. Reports to Stockholders
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Eaton Vance
Tax-Managed Growth Fund 1.0
Annual Report
December 31, 2017
![LOGO](https://capedge.com/proxy/N-CSR/0001193125-18-060660/g711243u44053_bwlogo.jpg)
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.
Annual Report December 31, 2017
Eaton Vance
Tax-Managed Growth Fund 1.0
Table of Contents
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Management’s Discussion of Fund Performance | | | 2 | |
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Performance | | | 3 | |
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Fund Profile | | | 4 | |
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Endnotes and Additional Disclosures | | | 5 | |
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Fund Expenses | | | 6 | |
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Financial Statements | | | 7 | |
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Report of Independent Registered Public Accounting Firm | | | 14 and 33 | |
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Federal Tax Information | | | 15 | |
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Management and Organization | | | 34 | |
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Important Notices | | | 37 | |
Eaton Vance
Tax-Managed Growth Fund 1.0
December 31, 2017
Management’s Discussion of Fund Performance1
Economic and Market Conditions
U.S. stock markets moved steadily higher over the 12-month period ended December 31, 2017 due to an extended rally that began with President Trump’s election victory. Strong global economic growth and rising corporate profits helped drive market gains.
When the period began, U.S. stock markets were on the upswing following the U.S. election outcome in November 2016. Those markets slipped in March 2017, as the failure of the President’s health care bill in Congress raised concerns about prospects for the rest of the administration’s economic policy agenda, including tax reform and infrastructure spending. But U.S. stock markets, backed by positive economic reports, quickly regained their upward momentum. Citing the strengthening economy, the U.S. Federal Reserve (the Fed) raised its benchmark interest rate in March 2017 and again in June 2017.
U.S. equity markets briefly retreated in August 2017 amid the North Korea stand-off and the devastation left by Hurricane Harvey in Texas. Those markets soon rebounded, however, with major U.S. indexes reaching multiple record highs in the final three months of the period ended December 31, 2017. Investors anticipated and then cheered passage of the Republican tax reform package championed by President Trump. Deep cuts in the corporate tax rate, a key element of the tax bill, raised expectations for higher corporate earnings. In December, the Fed increased interest rates for the third and final time in 2017. As with the two previous rate hikes, investors took the announcement in stride and continued to push domestic stock prices higher. In terms of economic sectors, information technology and financials led the U.S. market’s advance during the period ended December 31, 2017
For the 12-month period ended December 31, 2017, all major U.S. stock indexes recorded double-digit returns. The blue-chip Dow Jones Industrial Average2 rose 28.11%, while the broader U.S. equity market, as represented by the S&P 500 Index, returned 21.83%. The technology-laden NASDAQ Composite Index delivered a 29.64% gain. Large-cap U.S. stocks, as measured by the S&P 500 Index, outperformed their small-cap counterparts as measured by the Russell 2000® Index during the period. Growth stocks outpaced value stocks within both the large- and small-cap categories, as measured by the Russell growth and value indexes.
Fund Performance
For the 12-month period ended December 31, 2017, Eaton Vance Tax-Managed Growth Fund 1.0 (the Fund) had a total return of 22.73% at net asset value (NAV), outperforming its
benchmark, the S&P 500 Index (the Index), which returned 21.83% for the period.
The Fund’s relative outperformance versus the Index was due largely to sector and industry allocation, with stock selection also contributing to relative Fund performance. Of the 11 economic sectors in the Index, nine had positive returns for the 12-month period, while the Fund recorded positive returns in 10 of those sectors.
Stock selection in the industrials sector made the biggest contribution to relative Fund performance, particularly the Fund’s holdings in aerospace & defense industry. Aircraft giant Boeing Co. was the Fund’s top-performing individual stock for the 12-month period amid strong aircraft market demand.
The Fund’s overweight in the outperforming information technology sector further boosted relative Fund performance for the period. Within the sector, both an overweight and stock selection in the internet software & services industry proved beneficial. Social network leader Facebook, Inc. was among the Fund’s best-performing individual stocks, as was cloud computing leader Arista Networks, Inc. Both companies’ results exceeded expectations during the period.
The Fund’s underweight in the lagging telecommunication services sector also helped relative Fund performance for the 12-month period.
Conversely, the health care sector detracted from relative Fund performance, largely due to stock selection. In particular,
the Fund’s holdings in the pharmaceuticals and health care providers and services industries hurt relative Fund performance. Generic drug firm Teva Pharmaceutical Industries, Ltd. ADR was the Fund’s worst-performing individual stock for the 12-month period, as continuing pricing pressures on drug prices and internal restructuring dampened the company’s results.
Stock selection in the energy sector, especially in the oil &
gas industry, also hampered relative Fund performance. With energy prices low during the period, oil giant Exxon Mobil Corp. and oilfield services leader Schlumberger, Ltd. were among the Fund’s poorest-performing individual stocks.
Stock selection in the consumer discretionary further detracted from relative Fund performance. Within the sector, the
Fund’s holding in coffee chain Starbucks Corp. was a notable detractor, as the company’s disappointing traffic and sales results led to lower growth expectations during the 12-month period. Entertainment leader Walt Disney Co. was also among the Fund’s weakest-performing individual stocks amid continuing pressures in its key cable asset and uncertainty surrounding its investments in a new direct-to-consumer digital strategy.
See Endnotes and Additional Disclosures in this report.
Past performance is no guarantee of future results. Returns are historical and are calculated by determining the percentage change in net asset value (NAV) or offering price (as applicable) with all distributions reinvested. Investment return and principal value will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Performance less than or equal to one year is cumulative. Performance is for the stated time period only; due to market volatility, the Fund’s current performance may be lower or higher than quoted. Returns are before taxes unless otherwise noted. For performance as of the most recent month-end, please refer to eatonvance.com.
Eaton Vance
Tax-Managed Growth Fund 1.0
December 31, 2017
Performance2,3
Portfolio Managers Lewis R. Piantedosi, Michael A. Allison, CFA and Yana S. Barton, CFA
| | | | | | | | | | | | | | | | | | | | |
% Average Annual Total Returns | | Inception Date | | | Performance Inception Date | | | One Year | | | Five Years | | | Ten Years | |
Fund at NAV | | | 03/29/1966 | | | | 03/29/1966 | | | | 22.73 | % | | | 15.37 | % | | | 8.32 | % |
S&P 500 Index | | | — | | | | — | | | | 21.83 | % | | | 15.78 | % | | | 8.49 | % |
| | | | | |
| | | | | | | | | | | | | | | | | | | | |
% After-Tax Returns | | Inception Date | | | Performance Inception Date | | | One Year | | | Five Years | | | Ten Years | |
After Taxes on Distributions | | | 03/29/1966 | | | | 03/29/1966 | | | | 22.35 | % | | | 14.98 | % | | | 7.97 | % |
After Taxes on Distributions and Sale of Fund Shares | | | — | | | | — | | | | 13.13 | | | | 12.33 | | | | 6.72 | |
Growth of $10,000
This graph shows the change in value of a hypothetical investment of $10,000 in Tax-Managed Growth Fund 1.0 for the period indicated. For comparison, the same investment is shown in the indicated index.
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See Endnotes and Additional Disclosures in this report.
Past performance is no guarantee of future results. Returns are historical and are calculated by determining the percentage change in net asset value (NAV) or offering price (as applicable) with all distributions reinvested. Investment return and principal value will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Performance less than or equal to one year is cumulative. Performance is for the stated time period only; due to market volatility, the Fund’s current performance may be lower or higher than quoted. Returns are before taxes unless otherwise noted. For performance as of the most recent month-end, please refer to eatonvance.com.
Eaton Vance
Tax-Managed Growth Fund 1.0
December 31, 2017
Fund Profile4
Sector Allocation (% of net assets)5
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Top 10 Holdings (% of net assets)5
| | | | |
Apple, Inc. | | | 3.4 | % |
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Facebook, Inc., Class A | | | 3.0 | |
| |
Amazon.com, Inc. | | | 2.6 | |
| |
Alphabet, Inc., Class C | | | 2.2 | |
| |
JPMorgan Chase & Co. | | | 2.2 | |
| |
Wells Fargo & Co. | | | 2.1 | |
| |
Intel Corp. | | | 1.9 | |
| |
Alphabet, Inc., Class A | | | 1.9 | |
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Boeing Co. (The) | | | 1.8 | |
| |
Johnson & Johnson | | | 1.8 | |
| |
Total | | | 22.9 | % |
See Endnotes and Additional Disclosures in this report.
Eaton Vance
Tax-Managed Growth Fund 1.0
December 31, 2017
Endnotes and Additional Disclosures
1 | The views expressed in this report are those of the portfolio manager(s) and are current only through the date stated at the top of this page. These views are subject to change at any time based upon market or other conditions, and Eaton Vance and the Fund(s) disclaim any responsibility to update such views. These views may not be relied upon as investment advice and, because investment decisions are based on many factors, may not be relied upon as an indication of trading intent on behalf of any Eaton Vance fund. This commentary may contain statements that are not historical facts, referred to as “forward looking statements”. The Fund’s actual future results may differ significantly from those stated in any forward looking statement, depending on factors such as changes in securities or financial markets or general economic conditions, the volume of sales and purchases of Fund shares, the continuation of investment advisory, administrative and service contracts, and other risks discussed from time to time in the Fund’s filings with the Securities and Exchange Commission. |
2 | Dow Jones Industrial Average is a price-weighted average of 30 blue-chip stocks that are generally the leaders in their industry. S&P 500 Index is an unmanaged index of large-cap stocks commonly used as a measure of U.S. stock market performance. NASDAQ Composite Index is a market capitalization-weighted index of all domestic and international securities listed on NASDAQ. Russell 2000® Index is an unmanaged index of 2,000 U.S. small-cap stocks. Unless otherwise stated, index returns do not reflect the effect of any applicable sales charges, commissions, expenses, taxes or leverage, as applicable. It is not possible to invest directly in an index. |
3 | Returns are historical and are calculated by determining the percentage change in net asset value (NAV) with all distributions reinvested. Unless otherwise stated, performance does not reflect the deduction of taxes on Fund distributions or redemptions of Fund shares. Performance since inception for an index, if presented, is the performance since the Fund’s or oldest share class’ inception, as applicable. After-tax returns are calculated using certain assumptions, including using the highest historical individual federal income tax rates, and do not reflect the impact of state/ local taxes. Actual after-tax returns depend on a shareholder’s tax situation and the actual characterization of distributions and may differ from those shown. After-tax returns are not relevant to shareholders who hold shares in tax-deferred accounts or shares held by nontaxable entities. Return After Taxes on Distributions may be the same as Return Before Taxes for the same period because no taxable distributions were made during that period. Return After Taxes on Distributions and Sale of Fund Shares may be greater than or equal to Return After Taxes on Distributions for the same period because of losses realized on the sale of Fund shares. The Fund’s after-tax returns also may reflect foreign tax credits passed by the Fund to its shareholders. |
4 | Fund invests in an affiliated investment company (Portfolio) with the same objective(s) and policies as the Fund. References to investments are to the Portfolio’s holdings. |
5 | Excludes cash and cash equivalents. |
| Fund profile subject to change due to active management. |
Important Notice to Shareholders
| The Fund typically meets redemptions of Fund shares by distributing portfolio securities equal in value to the Fund shares being redeemed. The selection of each security to be distributed in a redemption is in the sole discretion of the Fund’s investment adviser. Settlement of redemptions ordinarily will occur within five business days of the processing of a redemption, provided that all requested delivery information has been provided by the redeeming shareholder. Redeeming shareholders will be exposed to the risk of fluctuations in the value of the securities distributed by the Fund upon redemptions until the securities are received and/or sold by the shareholder. If portfolio securities distributed to meet a redemption are sold by the redeeming shareholder, the shareholder will incur brokerage commissions or other transaction costs. Shareholders should consult with their financial adviser in connection with a redemption request. Questions concerning redemptions may be directed to Eaton Vance Investor Services at 1-866-910-2425. |
Eaton Vance
Tax-Managed Growth Fund 1.0
December 31, 2017
Fund Expenses
Example: As a Fund shareholder, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchases and redemption fees (if applicable); and (2) ongoing costs, including management fees; distribution and/or service fees; and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of Fund investing and to compare these costs with the ongoing costs of investing in other mutual funds. The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (July 1, 2017 – December 31, 2017).
Actual Expenses: The first section of the table below provides information about actual account values and actual expenses. You may use the information in this section, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first section under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
Hypothetical Example for Comparison Purposes: The second section of the table below provides information about hypothetical account values and hypothetical expenses based on the actual Fund expense ratio and an assumed rate of return of 5% per year (before expenses), which is not the actual Fund return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in your Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads) or redemption fees (if applicable). Therefore, the second section of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would be higher.
| | | | | | | | | | | | | | | | |
| | Beginning Account Value (7/1/17) | | | Ending Account Value (12/31/17) | | | Expenses Paid During Period* (7/1/17 – 12/31/17) | | | Annualized Expense Ratio | |
| | | | |
| | | | | | | | | | | | | | | | |
Actual | | | | | | | | | | | | | |
| | $ | 1,000.00 | | | $ | 1,124.40 | | | $ | 2.57 | | | | 0.48 | % |
| | | | | | | | | | | | | | | | |
| | | | |
| | | | | | | | | | | | | | | | |
Hypothetical | | | | | | | | | | | | | |
(5% return per year before expenses) | | | | | | | | | | | | | |
| | $ | 1,000.00 | | | $ | 1,022.80 | | | $ | 2.45 | | | | 0.48 | % |
* | Expenses are equal to the Fund’s annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period). The Example assumes that the $1,000 was invested at the net asset value per share determined at the close of business on June 30, 2017. The Example reflects the expenses of both the Fund and the Portfolio. |
Eaton Vance
Tax-Managed Growth Fund 1.0
December 31, 2017
Statement of Assets and Liabilities
| | | | |
Assets | | December 31, 2017 | |
Investment in Tax-Managed Growth Portfolio, at value (identified cost, $324,644,308) | | $ | 983,349,962 | |
Total assets | | $ | 983,349,962 | |
|
Liabilities | |
Payable for Fund shares redeemed | | $ | 218,026 | |
Payable to affiliates: | | | | |
Trustees’ fees | | | 125 | |
Accrued expenses | | | 66,395 | |
Total liabilities | | $ | 284,546 | |
Net Assets | | $ | 983,065,416 | |
|
Sources of Net Assets | |
Paid-in capital | | $ | 49,190,053 | |
Accumulated undistributed net investment income | | | 51,389 | |
Accumulated net realized gain from Portfolio | | | 294,627,492 | |
Accumulated federal tax on undistributed net realized long-term capital gain, paid on behalf of the shareholders | | | (19,509,172 | ) |
Net unrealized appreciation from Portfolio | | | 658,705,654 | |
Total | | $ | 983,065,416 | |
|
Net Asset Value and Redemption Price Per Share | |
($983,065,416 ÷ 857,729 shares of beneficial interest outstanding) | | $ | 1,146.13 | |
| | | | |
| | 7 | | See Notes to Financial Statements. |
Eaton Vance
Tax-Managed Growth Fund 1.0
December 31, 2017
Statement of Operations
| | | | |
Investment Income | | Year Ended December 31, 2017 | |
Dividends allocated from Portfolio (net of foreign taxes, $92,317) | | $ | 16,098,073 | |
Expenses allocated from Portfolio | | | (4,134,110 | ) |
Total investment income from Portfolio | | $ | 11,963,963 | |
| |
Expenses | | | | |
Trustees’ fees and expenses | | $ | 500 | |
Custodian fee | | | 53,943 | |
Transfer and dividend disbursing agent fees | | | 68,914 | |
Professional fees | | | 44,765 | |
Printing and postage | | | 13,055 | |
Miscellaneous | | | 16,503 | |
Total expenses | | $ | 197,680 | |
| |
Net investment income | | $ | 11,766,283 | |
| |
Realized and Unrealized Gain (Loss) from Portfolio | | | | |
Net realized gain (loss) — | | | | |
Investment transactions(1) | | $ | 23,421,167 | |
Foreign currency transactions | | | 179 | |
Net realized gain | | $ | 23,421,346 | |
Change in unrealized appreciation (depreciation) — | | | | |
Investments | | $ | 149,428,943 | |
Foreign currency | | | 11,166 | |
Net change in unrealized appreciation (depreciation) | | $ | 149,440,109 | |
| |
Net realized and unrealized gain | | $ | 172,861,455 | |
| |
Net increase in net assets from operations | | $ | 184,627,738 | |
(1) | Includes $23,734,521 of net realized gains from redemptions in-kind. |
| | | | |
| | 8 | | See Notes to Financial Statements. |
Eaton Vance
Tax-Managed Growth Fund 1.0
December 31, 2017
Statements of Changes in Net Assets
| | | | | | | | |
| | Year Ended December 31, | |
Increase (Decrease) in Net Assets | | 2017 | | | 2016 | |
From operations — | | | | | | | | |
Net investment income | | $ | 11,766,283 | | | $ | 11,677,490 | |
Net realized gain | | | 23,421,346 | | | | 20,396,704 | |
Net change in unrealized appreciation (depreciation) | | | 149,440,109 | | | | 37,441,484 | |
Net increase in net assets from operations | | $ | 184,627,738 | | | $ | 69,515,678 | |
Distributions to shareholders — | | | | | | | | |
From net investment income | | $ | (11,861,414 | ) | | $ | (11,870,066 | ) |
Total distributions to shareholders | | $ | (11,861,414 | ) | | $ | (11,870,066 | ) |
Transactions in shares of beneficial interest — | | | | | | | | |
Net asset value of shares issued to shareholders in payment of distributions declared | | $ | 3,283,539 | | | $ | 3,184,433 | |
Cost of shares redeemed | | | (20,324,296 | ) | | | (43,964,971 | ) |
Net decrease in net assets from Fund share transactions | | $ | (17,040,757 | ) | | $ | (40,780,538 | ) |
| | |
Net increase in net assets | | $ | 155,725,567 | | | $ | 16,865,074 | |
|
Net Assets | |
At beginning of year | | $ | 827,339,849 | | | $ | 810,474,775 | |
At end of year | | $ | 983,065,416 | | | $ | 827,339,849 | |
|
Accumulated undistributed net investment income included in net assets | |
At end of year | | $ | 51,389 | | | $ | 166,371 | |
| | | | |
| | 9 | | See Notes to Financial Statements. |
Eaton Vance
Tax-Managed Growth Fund 1.0
December 31, 2017
Financial Highlights
| | | | | | | | | | | | | | | | | | | | |
| | Year Ended December 31, | |
| | 2017 | | | 2016 | | | 2015 | | | 2014 | | | 2013 | |
Net asset value — Beginning of year | | $ | 946.160 | | | $ | 880.890 | | | $ | 871.740 | | | $ | 784.380 | | | $ | 601.470 | |
| | | | | |
Income (Loss) From Operations | | | | | | | | | | | | | | | | | | | | |
Net investment income | | $ | 13.613 | (1) | | $ | 12.991 | (1) | | $ | 12.583 | | | $ | 11.801 | | | $ | 10.307 | |
Net realized and unrealized gain | | | 200.107 | | | | 65.579 | | | | 8.817 | | | | 87.359 | | | | 183.003 | |
| | | | | |
Total income from operations | | $ | 213.720 | | | $ | 78.570 | | | $ | 21.400 | | | $ | 99.160 | | | $ | 193.310 | |
| | | | | |
Less Distributions | | | | | | | | | | | | | | | | | | | | |
From net investment income | | $ | (13.750 | ) | | $ | (13.300 | ) | | $ | (12.250 | ) | | $ | (11.800 | ) | | $ | (10.400 | ) |
| | | | | |
Total distributions | | $ | (13.750 | ) | | $ | (13.300 | ) | | $ | (12.250 | ) | | $ | (11.800 | ) | | $ | (10.400 | ) |
| | | | | |
Net asset value — End of year | | $ | 1,146.130 | | | $ | 946.160 | | | $ | 880.890 | | | $ | 871.740 | | | $ | 784.380 | |
| | | | | |
Total Return(2) | | | 22.73 | % | | | 9.00 | % | | | 2.47 | % | | | 12.72 | % | | | 32.25 | % |
| | | | | |
Ratios/Supplemental Data | | | | | | | | | | | | | | | | | | | | |
Net assets, end of year (000’s omitted) | | $ | 983,065 | | | $ | 827,340 | | | $ | 810,475 | | | $ | 826,731 | | | $ | 786,623 | |
Ratios (as a percentage of average daily net assets):(3) | | | | | | | | | | | | | | | | | | | | |
Expenses(4) | | | 0.48 | % | | | 0.49 | % | | | 0.49 | % | | | 0.50 | % | | | 0.50 | % |
Net investment income | | | 1.31 | % | | | 1.46 | % | | | 1.42 | % | | | 1.44 | % | | | 1.48 | % |
Portfolio Turnover of the Portfolio | | | 0 | %(5)(6) | | | 1 | %(6) | | | 9 | % | | | 8 | % | | | 3 | % |
(1) | Computed using average shares outstanding. |
(2) | Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested. |
(3) | Includes the Fund’s share of the Portfolio’s allocated expenses. |
(4) | Excludes the effect of custody fee credits, if any, of less than 0.005%. Effective September 1, 2015, custody fee credits, which were earned on cash deposit balances, were discontinued by the custodian. |
(5) | Amount is less than 0.5%. |
(6) | Excludes the value of portfolio securities contributed or distributed as a result of in-kind shareholder transactions. The portfolio turnover of the Portfolio including in-kind contributions and distributions of securities was 5% and 6% for the years ended December 31, 2017 and 2016, respectively. |
| | | | |
| | 10 | | See Notes to Financial Statements. |
Eaton Vance
Tax-Managed Growth Fund 1.0
December 31, 2017
Notes to Financial Statements
1 Significant Accounting Policies
Eaton Vance Tax-Managed Growth Fund 1.0 (the Fund) is a diversified series of the Eaton Vance Series Trust (the Trust). The Trust is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended, as an open-end management investment company. The Fund invests all of its investable assets in interests in Tax-Managed Growth Portfolio (the Portfolio), a Massachusetts business trust, having the same investment objective and policies as the Fund. The value of the Fund’s investment in the Portfolio reflects the Fund’s proportionate interest in the net assets of the Portfolio (6.1% at December 31, 2017). The performance of the Fund is directly affected by the performance of the Portfolio. The financial statements of the Portfolio, including the portfolio of investments, are included elsewhere in this report and should be read in conjunction with the Fund’s financial statements.
The following is a summary of significant accounting policies of the Fund. The policies are in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP). The Fund is an investment company and follows accounting and reporting guidance in the Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 946 “Financial Services — Investment Companies.”
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. Although the Fund intends to distribute net realized long-term gains to shareholders each year, the Fund reserves the right to designate such gains as undistributed and pay the federal tax thereon on behalf of shareholders. The Fund records a provision for such tax on the last day of its fiscal year because the Internal Revenue Code provides that such tax is allocated among shareholders of record on that date.
As of December 31, 2017, the Fund had no uncertain tax positions that would require financial statement recognition, de-recognition, or disclosure. The Fund files a U.S. federal income tax return annually after its fiscal year-end, which is subject to examination by the Internal Revenue Service for a period of three years from the date of filing.
D Expenses — The majority of expenses of the Trust are directly identifiable to an individual fund. Expenses which are not readily identifiable to a specific fund are allocated taking into consideration, among other things, the nature and type of expense and the relative size of the funds.
E Use of Estimates — The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expense during the reporting period. Actual results could differ from those estimates.
F Indemnifications — Under the Trust’s organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the Fund. Under Massachusetts law, if certain conditions prevail, shareholders of a Massachusetts business trust (such as the Trust) could be deemed to have personal liability for the obligations of the Trust. However, the Trust’s Declaration of Trust contains an express disclaimer of liability on the part of Fund shareholders and the By-laws provide that the Trust shall assume the defense on behalf of any Fund shareholders. Moreover, the By-laws also provide for indemnification out of Fund property of any shareholder held personally liable solely by reason of being or having been a shareholder for all loss or expense arising from such liability. Additionally, in the normal course of business, the Fund enters into agreements with service providers that may contain indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred.
G Other — Investment transactions are accounted for on a trade date basis.
2 Distributions to Shareholders and Income Tax Information
It is the present policy of the Fund to make quarterly 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 (reduced by available capital loss carryforwards from prior years). Distributions to shareholders are recorded on the ex-dividend date. Shareholders may reinvest income and capital gain distributions in additional shares of the Fund at the net asset value as of the ex-dividend date or, at the election of the shareholder, receive distributions in cash. Distributions to shareholders are determined in accordance with income tax regulations, which may differ from U.S. GAAP. As required by U.S. GAAP, only distributions in excess of tax basis earnings and profits are reported in the financial statements as a return of capital. Permanent differences between book and tax accounting relating to distributions are reclassified to paid-in capital. For tax purposes, distributions from short-term capital gains are considered to be from ordinary income.
Eaton Vance
Tax-Managed Growth Fund 1.0
December 31, 2017
Notes to Financial Statements — continued
The tax character of distributions declared for the years ended December 31, 2017 and December 31, 2016 was as follows:
| | | | | | | | |
| | Year Ended December 31, | |
| | 2017 | | | 2016 | |
| | |
Distributions declared from: | | | | | | | | |
Ordinary income | | $ | 11,861,414 | | | $ | 11,870,066 | |
During the year ended December 31, 2017, accumulated net realized gain was decreased by $14,371,187, accumulated undistributed net investment income was decreased by $19,851 and paid-in capital was increased by $14,391,038 due to expired capital loss carryforwards and differences between book and tax accounting, primarily for the Fund’s investment in the Portfolio, as well as redemptions in-kind. These reclassifications had no effect on the net assets or net asset value per share of the Fund.
As of December 31, 2017, the components of distributable earnings (accumulated losses) on a tax basis were as follows:
| | | | |
Undistributed ordinary income | | $ | 51,389 | |
Deferred capital losses | | $ | (2,164,296 | ) |
Net unrealized appreciation | | $ | 955,497,442 | |
The differences between components of distributable earnings (accumulated losses) on a tax basis and the amounts reflected in the Statement of Assets and Liabilities are primarily due to the Fund’s investment in the Portfolio.
At December 31, 2017, the Fund, for federal income tax purposes, had deferred capital losses of $2,164,296 which would reduce its taxable income arising from future net realized gains on investment transactions, if any, to the extent permitted by the Internal Revenue Code, and thus would reduce the amount of distributions to shareholders, which would otherwise be necessary to relieve the Fund of any liability for federal income or excise tax. The deferred capital losses are treated as arising on the first day of the Fund’s next taxable year and retain the same short-term or long-term character as when originally deferred. Of the deferred capital losses at December 31, 2017, $1,958,009 are short-term and $206,287 are long-term.
3 Transactions with Affiliates
Eaton Vance Management (EVM) serves as the administrator to the Fund, but receives no compensation. The Portfolio has engaged Boston Management and Research (BMR), a subsidiary of EVM, to render investment advisory services. See Note 2 of the Portfolio’s Notes to Financial Statements which are included elsewhere in this report.
EVM provides sub-transfer agency and related services to the Fund pursuant to a Sub-Transfer Agency Support Services Agreement. For the year ended December 31, 2017, EVM earned $20,206 from the Fund pursuant to such agreement, which is included in transfer and dividend disbursing agent fees on the Statement of Operations.
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 year ended December 31, 2017, increases and decreases in the Fund’s investment in the Portfolio aggregated $0 and $28,874,600, respectively. Decreases in the Fund’s investment in the Portfolio include distributions of securities as the result of redemptions in-kind with a value of $19,799,407.
Eaton Vance
Tax-Managed Growth Fund 1.0
December 31, 2017
Notes to Financial Statements — continued
5 Shares of Beneficial Interest
The Fund’s Declaration of Trust permits the Trustees to issue an unlimited number of full and fractional shares of beneficial interest (without par value). Transactions in Fund shares were as follows:
| | | | | | | | |
| | Year Ended December 31, | |
| | 2017 | | | 2016 | |
| | |
Issued to shareholders electing to receive payments of distributions in Fund shares | | | 3,126 | | | | 3,525 | |
Redemptions | | | (19,811 | ) | | | (49,171 | ) |
| | |
Net decrease | | | (16,685 | ) | | | (45,646 | ) |
Eaton Vance
Tax-Managed Growth Fund 1.0
December 31, 2017
Report of Independent Registered Public Accounting Firm
To the Trustees of Eaton Vance Series Trust and Shareholders of Eaton Vance Tax-Managed Growth Fund 1.0:
Opinion on the Financial Statements and Financial Highlights
We have audited the accompanying statement of assets and liabilities of Eaton Vance Tax-Managed Growth Fund 1.0 (the “Fund”) (constituting Eaton Vance Series Trust), as of December 31, 2017, the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended, and the related notes. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Fund as of December 31, 2017, and the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. We believe that our audits provide a reasonable basis for our opinion.
DELOITTE & TOUCHE LLP
Boston, Massachusetts
February 22, 2018
We have served as the auditor of one or more Eaton Vance investment companies since 1959.
Eaton Vance
Tax-Managed Growth Fund 1.0
December 31, 2017
Federal Tax Information (Unaudited)
The Form 1099-DIV you received in February 2018 showed the tax status of all distributions paid to your account in calendar year 2017. Shareholders are advised to consult their own tax adviser with respect to the tax consequences of their investment in the Fund. As required by the Internal Revenue Code and/or regulations, shareholders must be notified regarding the status of qualified dividend income for individuals and the dividends received deduction for corporations.
Qualified Dividend Income. For the fiscal year ended December 31, 2017, the Fund designates approximately $12,837,029, or up to the maximum amount of such dividends allowable pursuant to the Internal Revenue Code, as qualified dividend income eligible for the reduced tax rate of 15%.
Dividends Received Deduction. Corporate shareholders are generally entitled to take the dividends received deduction on the portion of the Fund’s dividend distribution that qualifies under tax law. For the Fund’s fiscal 2017 ordinary income dividends, 100% qualifies for the corporate dividends received deduction.
Tax-Managed Growth Portfolio
December 31, 2017
Portfolio of Investments
| | | | | | | | |
Common Stocks — 98.6% | | | | | | | | |
| | |
| | | | | | | | |
Security | | Shares | | | Value | |
| | | | | | | | |
|
Aerospace & Defense — 3.0% | |
Arconic, Inc. | | | 5,034 | | | $ | 137,176 | |
Boeing Co. (The) | | | 1,013,423 | | | | 298,868,577 | |
General Dynamics Corp. | | | 111,158 | | | | 22,615,095 | |
Huntington Ingalls Industries, Inc. | | | 539 | | | | 127,042 | |
Lockheed Martin Corp. | | | 52,891 | | | | 16,980,656 | |
Northrop Grumman Corp. | | | 35,008 | | | | 10,744,305 | |
Raytheon Co. | | | 67,943 | | | | 12,763,093 | |
Rockwell Collins, Inc. | | | 12,850 | | | | 1,742,717 | |
United Technologies Corp. | | | 928,267 | | | | 118,419,021 | |
| | | | | | | | |
| | | | | | $ | 482,397,682 | |
| | | | | | | | |
|
Air Freight & Logistics — 2.0% | |
C.H. Robinson Worldwide, Inc. | | | 776,123 | | | $ | 69,144,798 | |
Expeditors International of Washington, Inc. | | | 1,300 | | | | 84,097 | |
FedEx Corp. | | | 302,343 | | | | 75,446,672 | |
United Parcel Service, Inc., Class B | | | 1,454,599 | | | | 173,315,471 | |
| | | | | | | | |
| | | | | | $ | 317,991,038 | |
| | | | | | | | |
|
Airlines — 0.0%(1) | |
American Airlines Group, Inc. | | | 53,294 | | | $ | 2,772,887 | |
Delta Air Lines, Inc. | | | 47,773 | | | | 2,675,288 | |
| | | | | | | | |
| | | | | | $ | 5,448,175 | |
| | | | | | | | |
|
Auto Components — 0.2% | |
Adient PLC | | | 15,055 | | | $ | 1,184,829 | |
Aptiv PLC | | | 228,000 | | | | 19,341,240 | |
BorgWarner, Inc. | | | 2,800 | | | | 143,052 | |
Delphi Technologies PLC(2) | | | 76,000 | | | | 3,987,720 | |
Gentex Corp. | | | 497,018 | | | | 10,412,527 | |
| | | | | | | | |
| | | | | | $ | 35,069,368 | |
| | | | | | | | |
|
Automobiles — 0.2% | |
Daimler AG | | | 38,000 | | | $ | 3,213,470 | |
Ford Motor Co. | | | 1,212,587 | | | | 15,145,212 | |
General Motors Co. | | | 73,598 | | | | 3,016,782 | |
Harley-Davidson, Inc. | | | 20,162 | | | | 1,025,842 | |
Tesla, Inc.(2) | | | 7,188 | | | | 2,237,984 | |
| | | | | | | | |
| | | | | | $ | 24,639,290 | |
| | | | | | | | |
|
Banks — 7.2% | |
Bank of America Corp. | | | 2,445,857 | | | $ | 72,201,699 | |
Bank of Montreal | | | 4 | | | | 320 | |
| | | | | | | | |
Security | | Shares | | | Value | |
| | | | | | | | |
|
Banks (continued) | |
BB&T Corp. | | | 1,328,924 | | | $ | 66,074,101 | |
BB&T Corp.(3) | | | 22,314 | | | | 1,108,897 | |
CIT Group, Inc. | | | 66,161 | | | | 3,257,106 | |
Citigroup, Inc. | | | 854,460 | | | | 63,580,369 | |
Commerce Bancshares, Inc. | | | 43,484 | | | | 2,428,119 | |
CVB Financial Corp. | | | 152,000 | | | | 3,581,120 | |
Fifth Third Bancorp | | | 1,155,361 | | | | 35,053,653 | |
HSBC Holdings PLC | | | 220,592 | | | | 2,267,975 | |
HSBC Holdings PLC ADR | | | 424 | | | | 21,895 | |
Huntington Bancshares, Inc. | | | 121,677 | | | | 1,771,617 | |
ING Groep NV ADR | | | 131,742 | | | | 2,431,957 | |
JPMorgan Chase & Co. | | | 3,402,669 | | | | 363,881,423 | |
KeyCorp | | | 111,718 | | | | 2,253,352 | |
M&T Bank Corp. | | | 89,716 | | | | 15,340,539 | |
PNC Financial Services Group, Inc. (The) | | | 76,601 | | | | 11,052,758 | |
Regions Financial Corp. | | | 714,736 | | | | 12,350,638 | |
Societe Generale SA | | | 460,793 | | | | 23,756,402 | |
SunTrust Banks, Inc. | | | 447,497 | | | | 28,903,831 | |
SVB Financial Group(2) | | | 12,233 | | | | 2,859,708 | |
Synovus Financial Corp. | | | 1,565 | | | | 75,026 | |
Toronto-Dominion Bank (The) | | | 30,213 | | | | 1,769,878 | |
U.S. Bancorp | | | 2,109,905 | | | | 113,048,710 | |
Wells Fargo & Co. | | | 5,493,884 | | | | 333,313,942 | |
| | | | | | | | |
| | | | | | $ | 1,162,385,035 | |
| | | | | | | | |
|
Beverages — 2.3% | |
Anheuser-Busch InBev SA/NV ADR | | | 2,080 | | | $ | 232,045 | |
Boston Beer Co., Inc. (The), Class A(2) | | | 4,730 | | | | 903,903 | |
Brown-Forman Corp., Class A | | | 750 | | | | 50,430 | |
Brown-Forman Corp., Class B | | | 4,273 | | | | 293,427 | |
Coca-Cola Co. (The) | | | 3,079,322 | | | | 141,279,293 | |
Constellation Brands, Inc., Class A | | | 782 | | | | 178,741 | |
Dr Pepper Snapple Group, Inc. | | | 2,700 | | | | 262,062 | |
Molson Coors Brewing Co., Class B | | | 186,000 | | | | 15,265,020 | |
Monster Beverage Corp.(2) | | | 111,851 | | | | 7,079,050 | |
PepsiCo, Inc. | | | 1,789,715 | | | | 214,622,623 | |
| | | | | | | | |
| | | | | | $ | 380,166,594 | |
| | | | | | | | |
|
Biotechnology — 4.5% | |
AbbVie, Inc. | | | 2,183,900 | | | $ | 211,204,969 | |
Agios Pharmaceuticals, Inc.(2) | | | 54,880 | | | | 3,137,490 | |
Alexion Pharmaceuticals, Inc.(2) | | | 627,269 | | | | 75,015,100 | |
Alexion Pharmaceuticals, Inc.(2)(3) | | | 43,530 | | | | 5,205,753 | |
Alexion Pharmaceuticals, Inc.(2)(3) | | | 81,001 | | | | 9,686,910 | |
Alkermes PLC(2) | | | 5,000 | | | | 273,650 | |
| | | | |
| | 16 | | See Notes to Financial Statements. |
Tax-Managed Growth Portfolio
December 31, 2017
Portfolio of Investments — continued
| | | | | | | | |
Security | | Shares | | | Value | |
| | | | | | | | |
|
Biotechnology (continued) | |
Alnylam Pharmaceuticals, Inc.(2) | | | 5,000 | | | $ | 635,250 | |
Amgen, Inc. | | | 829,445 | | | | 144,240,485 | |
Biogen, Inc.(2) | | | 141,716 | | | | 45,146,466 | |
Bioverativ, Inc.(2) | | | 69,608 | | | | 3,753,263 | |
Celgene Corp.(2) | | | 882,847 | | | | 92,133,913 | |
Gilead Sciences, Inc. | | | 1,161,439 | | | | 83,205,490 | |
Incyte Corp.(2) | | | 76,572 | | | | 7,252,134 | |
Neurocrine Biosciences, Inc.(2) | | | 20,000 | | | | 1,551,800 | |
Regeneron Pharmaceuticals, Inc.(2) | | | 18,129 | | | | 6,815,779 | |
Shire PLC ADR | | | 6,338 | | | | 983,150 | |
Vertex Pharmaceuticals, Inc.(2) | | | 234,000 | | | | 35,067,240 | |
| | | | | | | | |
| | | | | | $ | 725,308,842 | |
| | | | | | | | |
|
Building Products — 0.3% | |
A.O. Smith Corp. | | | 24,000 | | | $ | 1,470,720 | |
Fortune Brands Home & Security, Inc. | | | 1,723 | | | | 117,922 | |
Johnson Controls International PLC | | | 309,864 | | | | 11,808,917 | |
Lennox International, Inc. | | | 168,620 | | | | 35,116,801 | |
| | | | | | | | |
| | | | | | $ | 48,514,360 | |
| | | | | | | | |
|
Capital Markets — 5.9% | |
Affiliated Managers Group, Inc. | | | 36,716 | | | $ | 7,535,959 | |
Ameriprise Financial, Inc. | | | 214,704 | | | | 36,385,887 | |
Bank of New York Mellon Corp. (The) | | | 472,609 | | | | 25,454,721 | |
BlackRock, Inc. | | | 10,664 | | | | 5,478,203 | |
Brookfield Asset Management, Inc., Class A | | | 85,620 | | | | 3,727,895 | |
Cboe Global Markets, Inc. | | | 158,225 | �� | | | 19,713,253 | |
Charles Schwab Corp. (The) | | | 3,780,109 | | | | 194,184,199 | |
CME Group, Inc. | | | 213,337 | | | | 31,157,869 | |
E*TRADE Financial Corp.(2) | | | 4,593 | | | | 227,675 | |
Franklin Resources, Inc. | | | 639,541 | | | | 27,711,312 | |
Goldman Sachs Group, Inc. (The) | | | 662,815 | | | | 168,858,749 | |
Intercontinental Exchange, Inc. | | | 116,086 | | | | 8,191,028 | |
Invesco, Ltd. | | | 4,040 | | | | 147,622 | |
Legg Mason, Inc. | | | 122,902 | | | | 5,159,426 | |
LPL Financial Holdings, Inc. | | | 206,073 | | | | 11,775,011 | |
Moody’s Corp. | | | 188,838 | | | | 27,874,377 | |
Morgan Stanley | | | 2,338,649 | | | | 122,708,913 | |
Nasdaq, Inc. | | | 66,660 | | | | 5,121,488 | |
Northern Trust Corp. | | | 711,598 | | | | 71,081,524 | |
S&P Global, Inc. | | | 171,673 | | | | 29,081,406 | |
SEI Investments Co. | | | 150,000 | | | | 10,779,000 | |
State Street Corp. | | | 782,835 | | | | 76,412,524 | |
Stifel Financial Corp. | | | 112,796 | | | | 6,718,130 | |
T. Rowe Price Group, Inc. | | | 534,472 | | | | 56,082,147 | |
| | | | | | | | |
Security | | Shares | | | Value | |
| | | | | | | | |
|
Capital Markets (continued) | |
UBS AG(2) | | | 9 | | | $ | 166 | |
Waddell & Reed Financial, Inc., Class A | | | 8,833 | | | | 197,329 | |
| | | | | | | | |
| | | | | | $ | 951,765,813 | |
| | | | | | | | |
|
Chemicals — 1.5% | |
AdvanSix, Inc.(2) | | | 1,768 | | | $ | 74,380 | |
Air Products and Chemicals, Inc. | | | 5,772 | | | | 947,070 | |
Albemarle Corp. | | | 84,157 | | | | 10,762,839 | |
Balchem Corp. | | | 17,292 | | | | 1,393,735 | |
Chemours Co. (The) | | | 151 | | | | 7,559 | |
DowDuPont, Inc. | | | 1,198,087 | | | | 85,327,756 | |
Eastman Chemical Co. | | | 1,950 | | | | 180,648 | |
Ecolab, Inc. | | | 562,291 | | | | 75,448,206 | |
International Flavors & Fragrances, Inc. | | | 3,000 | | | | 457,830 | |
LyondellBasell Industries NV, Class A | | | 4,063 | | | | 448,230 | |
Monsanto Co. | | | 16,425 | | | | 1,918,111 | |
NewMarket Corp. | | | 12,227 | | | | 4,858,888 | |
PPG Industries, Inc. | | | 344,447 | | | | 40,238,299 | |
Praxair, Inc. | | | 6,143 | | | | 950,199 | |
Sherwin-Williams Co. (The) | | | 28,213 | | | | 11,568,459 | |
Valvoline, Inc. | | | 68,886 | | | | 1,726,283 | |
Westlake Chemical Corp. | | | 1,000 | | | | 106,530 | |
| | | | | | | | |
| | | | | | $ | 236,415,022 | |
| | | | | | | | |
|
Commercial Services & Supplies — 0.1% | |
Copart, Inc.(2) | | | 3,800 | | | $ | 164,122 | |
Pitney Bowes, Inc. | | | 14,270 | | | | 159,538 | |
Stericycle, Inc.(2) | | | 13,300 | | | | 904,267 | |
Waste Management, Inc. | | | 109,569 | | | | 9,455,805 | |
| | | | | | | | |
| | | | | | $ | 10,683,732 | |
| | | | | | | | |
|
Communications Equipment — 1.8% | |
Arista Networks, Inc.(2) | | | 530,020 | | | $ | 124,862,111 | |
Arista Networks, Inc.(2)(3) | | | 120,000 | | | | 28,269,600 | |
Arista Networks, Inc.(2)(3) | | | 127,576 | | | | 30,024,300 | |
Cisco Systems, Inc. | | | 2,083,361 | | | | 79,792,726 | |
Juniper Networks, Inc. | | | 285,300 | | | | 8,131,050 | |
Motorola Solutions, Inc. | | | 37,773 | | | | 3,412,413 | |
Nokia Oyj ADR | | | 192 | | | | 895 | |
Palo Alto Networks, Inc.(2) | | | 140,438 | | | | 20,355,084 | |
| | | | | | | | |
| | | | | | $ | 294,848,179 | |
| | | | | | | | |
| | | | |
| | 17 | | See Notes to Financial Statements. |
Tax-Managed Growth Portfolio
December 31, 2017
Portfolio of Investments — continued
| | | | | | | | |
Security | | Shares | | | Value | |
| | | | | | | | |
|
Construction & Engineering — 0.0%(1) | |
Fluor Corp. | | | 2,400 | | | $ | 123,960 | |
Jacobs Engineering Group, Inc. | | | 56,851 | | | | 3,749,892 | |
| | | | | | | | |
| | | | | | $ | 3,873,852 | |
| | | | | | | | |
|
Construction Materials — 0.0%(1) | |
Vulcan Materials Co. | | | 57,535 | | | $ | 7,385,768 | |
| | | | | | | | |
| | | | | | $ | 7,385,768 | |
| | | | | | | | |
|
Consumer Finance — 1.7% | |
American Express Co. | | | 1,028,695 | | | $ | 102,159,700 | |
Capital One Financial Corp. | | | 130,994 | | | | 13,044,383 | |
Discover Financial Services | | | 1,217,829 | | | | 93,675,407 | |
LendingClub Corp.(2) | | | 79,691 | | | | 329,124 | |
Navient Corp. | | | 10,200 | | | | 135,864 | |
SLM Corp.(2) | | | 10,200 | | | | 115,260 | |
Synchrony Financial | | | 1,709,753 | | | | 66,013,563 | |
| | | | | | | | |
| | | | | | $ | 275,473,301 | |
| | | | | | | | |
|
Containers & Packaging — 0.1% | |
AptarGroup, Inc. | | | 27,180 | | | $ | 2,345,090 | |
Avery Dennison Corp. | | | 2,250 | | | | 258,435 | |
Ball Corp. | | | 25,288 | | | | 957,151 | |
Crown Holdings, Inc.(2) | | | 13,787 | | | | 775,519 | |
International Paper Co. | | | 42,000 | | | | 2,433,480 | |
WestRock Co. | | | 39,303 | | | | 2,484,343 | |
| | | | | | | | |
| | | | | | $ | 9,254,018 | |
| | | | | | | | |
|
Distributors — 0.2% | |
Genuine Parts Co. | | | 198,637 | | | $ | 18,872,501 | |
LKQ Corp.(2) | | | 224,518 | | | | 9,131,147 | |
| | | | | | | | |
| | | | | | $ | 28,003,648 | |
| | | | | | | | |
|
Diversified Consumer Services — 0.0%(1) | |
H&R Block, Inc. | | | 25,610 | | | $ | 671,494 | |
| | | | | | | | |
| | | | | | $ | 671,494 | |
| | | | | | | | |
|
Diversified Financial Services — 2.5% | |
Berkshire Hathaway, Inc., Class A(2) | | | 453 | | | $ | 134,812,804 | |
Berkshire Hathaway, Inc., Class B(2) | | | 1,362,394 | | | | 270,053,739 | |
| | | | | | | | |
| | | | | | $ | 404,866,543 | |
| | | | | | | | |
|
Diversified Telecommunication Services — 0.2% | |
AT&T, Inc. | | | 619,815 | | | $ | 24,098,407 | |
CenturyLink, Inc. | | | 5,086 | | | | 84,835 | |
| | | | | | | | |
Security | | Shares | | | Value | |
| | | | | | | | |
|
Diversified Telecommunication Services (continued) | |
Deutsche Telekom AG ADR | | | 46,667 | | | $ | 824,186 | |
Frontier Communications Corp. | | | 894 | | | | 6,043 | |
Verizon Communications, Inc. | | | 113,787 | | | | 6,022,746 | |
Windstream Holdings, Inc. | | | 4,107 | | | | 7,598 | |
| | | | | | | | |
| | | | | | $ | 31,043,815 | |
| | | | | | | | |
|
Electric Utilities — 0.2% | |
Duke Energy Corp. | | | 31,500 | | | $ | 2,649,465 | |
Exelon Corp. | | | 8,420 | | | | 331,832 | |
NextEra Energy, Inc. | | | 113,807 | | | | 17,775,515 | |
Southern Co. (The) | | | 104,610 | | | | 5,030,695 | |
| | | | | | | | |
| | | | | | $ | 25,787,507 | |
| | | | | | | | |
|
Electrical Equipment — 1.1% | |
Acuity Brands, Inc. | | | 11,121 | | | $ | 1,957,296 | |
AMETEK, Inc. | | | 68,596 | | | | 4,971,152 | |
Eaton Corp. PLC | | | 131,464 | | | | 10,386,971 | |
Emerson Electric Co. | | | 2,031,858 | | | | 141,600,184 | |
Rockwell Automation, Inc. | | | 122,389 | | | | 24,031,080 | |
| | | | | | | | |
| | | | | | $ | 182,946,683 | |
| | | | | | | | |
|
Electronic Equipment, Instruments & Components — 0.4% | |
CDW Corp. | | | 142,695 | | | $ | 9,915,875 | |
Corning, Inc. | | | 1,540,029 | | | | 49,265,528 | |
Keysight Technologies, Inc.(2) | | | 2,442 | | | | 101,587 | |
Knowles Corp.(2) | | | 8,001 | | | | 117,295 | |
TE Connectivity, Ltd. | | | 15,999 | | | | 1,520,545 | |
| | | | | | | | |
| | | | | | $ | 60,920,830 | |
| | | | | | | | |
|
Energy Equipment & Services — 0.8% | |
Frank’s International NV(3) | | | 1,500,000 | | | $ | 9,975,000 | |
Halliburton Co. | | | 916,846 | | | | 44,806,264 | |
National Oilwell Varco, Inc. | | | 5,061 | | | | 182,297 | |
Schlumberger, Ltd. | | | 1,209,705 | | | | 81,522,020 | |
Transocean, Ltd.(2) | | | 2,884 | | | | 30,801 | |
| | | | | | | | |
| | | | | | $ | 136,516,382 | |
| | | | | | | | |
|
Equity Real Estate Investment Trusts (REITs) — 0.1% | |
American Tower Corp. | | | 25,815 | | | $ | 3,683,026 | |
Host Hotels & Resorts, Inc. | | | 8,720 | | | | 173,092 | |
ProLogis, Inc. | | | 2,000 | | | | 129,020 | |
Public Storage | | | 49 | | | | 10,241 | |
Simon Property Group, Inc. | | | 25,563 | | | | 4,390,190 | |
| | | | | | | | |
| | | | | | $ | 8,385,569 | |
| | | | | | | | |
| | | | |
| | 18 | | See Notes to Financial Statements. |
Tax-Managed Growth Portfolio
December 31, 2017
Portfolio of Investments — continued
| | | | | | | | |
Security | | Shares | | | Value | |
| | | | | | | | |
|
Food & Staples Retailing — 3.0% | |
Costco Wholesale Corp. | | | 878,577 | | | $ | 163,520,751 | |
CVS Health Corp. | | | 1,220,216 | | | | 88,465,660 | |
Kroger Co. (The) | | | 185,438 | | | | 5,090,273 | |
Sprouts Farmers Market, Inc.(2) | | | 1,595,636 | | | | 38,853,737 | |
Sysco Corp. | | | 439,987 | | | | 26,720,411 | |
Wal-Mart Stores, Inc. | | | 1,184,795 | | | | 116,998,506 | |
Walgreens Boots Alliance, Inc. | | | 552,387 | | | | 40,114,344 | |
| | | | | | | | |
| | | | | | $ | 479,763,682 | |
| | | | | | | | |
|
Food Products — 1.5% | |
Archer-Daniels-Midland Co. | | | 170,413 | | | $ | 6,830,153 | |
Campbell Soup Co. | | | 139,915 | | | | 6,731,311 | |
Conagra Brands, Inc. | | | 402,669 | | | | 15,168,541 | |
Flowers Foods, Inc. | | | 261,924 | | | | 5,057,752 | |
General Mills, Inc. | | | 16,787 | | | | 995,301 | |
Hain Celestial Group, Inc. (The)(2) | | | 7,590 | | | | 321,740 | |
Hershey Co. (The) | | | 541,784 | | | | 61,497,902 | |
Hormel Foods Corp. | | | 145,646 | | | | 5,300,058 | |
JM Smucker Co. (The) | | | 18,967 | | | | 2,356,460 | |
Kellogg Co. | | | 63,058 | | | | 4,286,683 | |
Kraft Heinz Co. (The) | | | 35,003 | | | | 2,721,833 | |
Lamb Weston Holdings, Inc. | | | 93,135 | | | | 5,257,471 | |
McCormick & Co., Inc. | | | 51,488 | | | | 5,247,142 | |
Mondelez International, Inc., Class A | | | 483,289 | | | | 20,684,769 | |
Nestle SA | | | 1,119,866 | | | | 96,281,874 | |
Tyson Foods, Inc., Class A | | | 24,682 | | | | 2,000,970 | |
| | | | | | | | |
| | | | | | $ | 240,739,960 | |
| | | | | | | | |
|
Health Care Equipment & Supplies — 1.8% | |
Abbott Laboratories | | | 1,787,005 | | | $ | 101,984,375 | |
ABIOMED, Inc.(2) | | | 49,633 | | | | 9,301,721 | |
Baxter International, Inc. | | | 230,275 | | | | 14,884,976 | |
Becton, Dickinson and Co. | | | 78,887 | | | | 16,886,551 | |
Boston Scientific Corp.(2) | | | 30,490 | | | | 755,847 | |
Danaher Corp. | | | 139,109 | | | | 12,912,097 | |
DexCom, Inc.(2) | | | 94,962 | | | | 5,449,869 | |
Edwards Lifesciences Corp.(2) | | | 5,200 | | | | 586,092 | |
Halyard Health, Inc.(2) | | | 542 | | | | 25,030 | |
Hologic, Inc.(2) | | | 154,947 | | | | 6,623,984 | |
Intuitive Surgical, Inc.(2) | | | 74,858 | | | | 27,318,679 | |
Medtronic PLC | | | 529,730 | | | | 42,775,698 | |
Stryker Corp. | | | 247,882 | | | | 38,382,049 | |
Zimmer Biomet Holdings, Inc. | | | 148,351 | | | | 17,901,515 | |
| | | | | | | | |
| | | | | | $ | 295,788,483 | |
| | | | | | | | |
| | | | | | | | |
Security | | Shares | | | Value | |
| | | | | | | | |
|
Health Care Providers & Services — 0.4% | |
Acadia Healthcare Co., Inc.(2) | | | 32,000 | | | $ | 1,044,160 | |
Aetna, Inc. | | | 18,766 | | | | 3,385,199 | |
Anthem, Inc. | | | 54,347 | | | | 12,228,618 | |
Cardinal Health, Inc. | | | 29,805 | | | | 1,826,152 | |
Centene Corp.(2) | | | 12,164 | | | | 1,227,104 | |
Cigna Corp. | | | 8,814 | | | | 1,790,035 | |
DaVita, Inc.(2) | | | 157,055 | | | | 11,347,224 | |
Express Scripts Holding Co.(2) | | | 5 | | | | 373 | |
HCA Healthcare, Inc.(2) | | | 155,114 | | | | 13,625,214 | |
Henry Schein, Inc.(2) | | | 26,346 | | | | 1,841,059 | |
Humana, Inc. | | | 482 | | | | 119,570 | |
McKesson Corp. | | | 5,914 | | | | 922,288 | |
UnitedHealth Group, Inc. | | | 77,826 | | | | 17,157,520 | |
| | | | | | | | |
| | | | | | $ | 66,514,516 | |
| | | | | | | | |
|
Health Care Technology — 0.2% | |
Cerner Corp.(2) | | | 17,440 | | | $ | 1,175,282 | |
Cotiviti Holdings, Inc.(2) | | | 863,310 | | | | 27,807,215 | |
| | | | | | | | |
| | | | | | $ | 28,982,497 | |
| | | | | | | | |
|
Hotels, Restaurants & Leisure — 3.5% | |
Carnival Corp. | | | 13,648 | | | $ | 905,818 | |
Chipotle Mexican Grill, Inc.(2) | | | 72,498 | | | | 20,954,097 | |
Chipotle Mexican Grill, Inc.(2)(3) | | | 48,619 | | | | 14,052,349 | |
Choice Hotels International, Inc. | | | 30,002 | | | | 2,328,155 | |
Darden Restaurants, Inc. | | | 20,400 | | | | 1,958,808 | |
Domino’s Pizza, Inc. | | | 148 | | | | 27,966 | |
Hilton Worldwide Holdings, Inc. | | | 38,110 | | | | 3,043,465 | |
Marriott International, Inc., Class A | | | 1,889,405 | | | | 256,448,941 | |
McDonald’s Corp. | | | 11,550 | | | | 1,987,986 | |
MGM Resorts International(3) | | | 50,000 | | | | 1,668,665 | |
Starbucks Corp. | | | 3,676,552 | | | | 211,144,381 | |
Texas Roadhouse, Inc. | | | 398,116 | | | | 20,972,751 | |
Yum China Holdings, Inc. | | | 360,498 | | | | 14,427,130 | |
Yum! Brands, Inc. | | | 290,587 | | | | 23,714,805 | |
| | | | | | | | |
| | | | | | $ | 573,635,317 | |
| | | | | | | | |
|
Household Durables — 0.1% | |
D.R. Horton, Inc. | | | 1,455 | | | $ | 74,307 | |
Lennar Corp., Class A | | | 1,050 | | | | 66,402 | |
Lennar Corp., Class B | | | 21 | | | | 1,085 | |
Mohawk Industries, Inc.(2) | | | 2,820 | | | | 778,038 | |
Newell Brands, Inc. | | | 350,091 | | | | 10,817,812 | |
PulteGroup, Inc. | | | 29,551 | | | | 982,571 | |
Tempur Sealy International, Inc.(2) | | | 135,025 | | | | 8,464,717 | |
| | | | |
| | 19 | | See Notes to Financial Statements. |
Tax-Managed Growth Portfolio
December 31, 2017
Portfolio of Investments — continued
| | | | | | | | |
Security | | Shares | | | Value | |
| | | | | | | | |
|
Household Durables (continued) | |
Whirlpool Corp. | | | 1,391 | | | $ | 234,578 | |
| | | | | | | | |
| | | | | | $ | 21,419,510 | |
| | | | | | | | |
|
Household Products — 1.5% | |
Church & Dwight Co., Inc. | | | 1,120 | | | $ | 56,190 | |
Clorox Co. (The) | | | 1,340 | | | | 199,312 | |
Colgate-Palmolive Co. | | | 1,237,495 | | | | 93,368,998 | |
Energizer Holdings, Inc. | | | 9,500 | | | | 455,810 | |
Kimberly-Clark Corp. | | | 32,943 | | | | 3,974,902 | |
Procter & Gamble Co. (The) | | | 1,604,743 | | | | 147,443,787 | |
| | | | | | | | |
| | | | | | $ | 245,498,999 | |
| | | | | | | | |
|
Independent Power and Renewable Electricity Producers — 0.0%(1) | |
AES Corp. (The) | | | 1,730 | | | $ | 18,736 | |
| | | | | | | | |
| | | | | | $ | 18,736 | |
| | | | | | | | |
|
Industrial Conglomerates — 2.0% | |
3M Co. | | | 715,543 | | | $ | 168,417,356 | |
Carlisle Cos., Inc. | | | 49,148 | | | | 5,585,670 | |
General Electric Co. | | | 5,305,316 | | | | 92,577,764 | |
Honeywell International, Inc. | | | 360,331 | | | | 55,260,362 | |
Roper Technologies, Inc. | | | 20,247 | | | | 5,243,973 | |
| | | | | | | | |
| | | | | | $ | 327,085,125 | |
| | | | | | | | |
|
Insurance — 1.2% | |
Aegon NV ADR | | | 5 | | | $ | 31 | |
Aflac, Inc. | | | 268,756 | | | | 23,591,402 | |
Aflac, Inc.(3) | | | 25,000 | | | | 2,193,403 | |
Alleghany Corp.(2) | | | 3,985 | | | | 2,375,419 | |
Allstate Corp. (The) | | | 5,277 | | | | 552,555 | |
American International Group, Inc. | | | 159,867 | | | | 9,524,876 | |
Aon PLC | | | 81,264 | | | | 10,889,376 | |
Arch Capital Group, Ltd.(2) | | | 13,000 | | | | 1,180,010 | |
Arthur J. Gallagher & Co. | | | 345,890 | | | | 21,887,919 | |
Assurant, Inc. | | | 10,300 | | | | 1,038,652 | |
Brighthouse Financial, Inc.(2) | | | 936 | | | | 54,887 | |
Chubb, Ltd. | | | 7,710 | | | | 1,126,662 | |
Cincinnati Financial Corp. | | | 142,557 | | | | 10,687,498 | |
Hartford Financial Services Group, Inc. | | | 32,187 | | | | 1,811,484 | |
Markel Corp.(2) | | | 6,362 | | | | 7,247,145 | |
Marsh & McLennan Cos., Inc. | | | 53,019 | | | | 4,315,216 | |
MetLife, Inc. | | | 10,296 | | | | 520,566 | |
Progressive Corp. | | | 1,239,244 | | | | 69,794,222 | |
Prudential Financial, Inc. | | | 18,767 | | | | 2,157,830 | |
| | | | | | | | |
Security | | Shares | | | Value | |
| | | | | | | | |
|
Insurance (continued) | |
Reinsurance Group of America, Inc. | | | 6,425 | | | $ | 1,001,850 | |
Torchmark Corp. | | | 89,853 | | | | 8,150,566 | |
Travelers Companies, Inc. (The) | | | 97,519 | | | | 13,227,477 | |
Trisura Group, Ltd.(2) | | | 124 | | | | 2,572 | |
Willis Towers Watson PLC | | | 104 | | | | 15,672 | |
| | | | | | | | |
| | | | | | $ | 193,347,290 | |
| | | | | | | | |
|
Internet & Direct Marketing Retail — 3.2% | |
Amazon.com, Inc.(2) | | | 355,925 | | | $ | 416,243,610 | |
Ctrip.com International, Ltd. ADR(2) | | | 5,200 | | | | 229,320 | |
Expedia, Inc. | | | 2,670 | | | | 319,786 | |
HSN, Inc. | | | 19,864 | | | | 801,512 | |
Netflix, Inc.(2) | | | 126,516 | | | | 24,286,011 | |
Priceline Group, Inc. (The)(2) | | | 44,435 | | | | 77,216,477 | |
Wayfair, Inc.(2) | | | 26,372 | | | | 2,116,881 | |
| | | | | | | | |
| | | | | | $ | 521,213,597 | |
| | | | | | | | |
|
Internet Software & Services — 8.1% | |
2U, Inc.(2) | | | 14,879 | | | $ | 959,844 | |
Akamai Technologies, Inc.(2) | | | 225,000 | | | | 14,634,000 | |
Alibaba Group Holding, Ltd. ADR(2) | | | 208,381 | | | | 35,931,136 | |
Alphabet, Inc., Class A(2) | | | 288,524 | | | | 303,931,182 | |
Alphabet, Inc., Class C(2) | | | 347,938 | | | | 364,082,323 | |
Altaba, Inc.(2) | | | 144,071 | | | | 10,063,359 | |
Baidu, Inc. ADR(2) | | | 72,500 | | | | 16,980,225 | |
Box, Inc.(2) | | | 116,823 | | | | 2,467,302 | |
Cars.com, Inc.(2) | | | 400 | | | | 11,536 | |
eBay, Inc.(2) | | | 1,340,247 | | | | 50,580,922 | |
Facebook, Inc., Class A(2) | | | 2,763,802 | | | | 487,700,501 | |
IAC/InterActiveCorp(2) | | | 4,215 | | | | 515,410 | |
LogMeIn, Inc. | | | 1,026 | | | | 117,477 | |
Pandora Media, Inc.(2) | | | 37,000 | | | | 178,340 | |
Twitter, Inc.(2) | | | 622,959 | | | | 14,957,245 | |
VeriSign, Inc.(2) | | | 19,493 | | | | 2,230,779 | |
Yelp, Inc.(2) | | | 145,608 | | | | 6,109,712 | |
| | | | | | | | |
| | | | | | $ | 1,311,451,293 | |
| | | | | | | | |
|
IT Services — 2.4% | |
Accenture PLC, Class A | | | 571,570 | | | $ | 87,501,651 | |
Alliance Data Systems Corp. | | | 686 | | | | 173,887 | |
Automatic Data Processing, Inc. | | | 141,795 | | | | 16,616,956 | |
Broadridge Financial Solutions, Inc. | | | 20,205 | | | | 1,830,169 | |
Cognizant Technology Solutions Corp., Class A | | | 5,578 | | | | 396,150 | |
Fidelity National Information Services, Inc. | | | 82,344 | | | | 7,747,747 | |
Fiserv, Inc.(2) | | | 210,028 | | | | 27,540,972 | |
| | | | |
| | 20 | | See Notes to Financial Statements. |
Tax-Managed Growth Portfolio
December 31, 2017
Portfolio of Investments — continued
| | | | | | | | |
Security | | Shares | | | Value | |
| | | | | | | | |
|
IT Services (continued) | |
International Business Machines Corp. | | | 431,029 | | | $ | 66,128,469 | |
MasterCard, Inc., Class A | | | 60,081 | | | | 9,093,860 | |
Paychex, Inc. | | | 706,875 | | | | 48,124,050 | |
PayPal Holdings, Inc.(2) | | | 169,839 | | | | 12,503,547 | |
Sabre Corp. | | | 157,290 | | | | 3,224,445 | |
Square, Inc., Class A(2) | | | 96,040 | | | | 3,329,707 | |
Total System Services, Inc. | | | 5 | | | | 396 | |
Visa, Inc., Class A | | | 838,263 | | | | 95,578,747 | |
Western Union Co. | | | 82,244 | | | | 1,563,458 | |
| | | | | | | | |
| | | $ | 381,354,211 | |
| | | | | | | | |
|
Leisure Products — 0.0%(1) | |
Hasbro, Inc. | | | 441 | | | $ | 40,083 | |
Mattel, Inc. | | | 337,206 | | | | 5,186,228 | |
Polaris Industries, Inc. | | | 20,015 | | | | 2,481,660 | |
| | | | | | | | |
| | | $ | 7,707,971 | |
| | | | | | | | |
|
Life Sciences Tools & Services — 0.4% | |
Agilent Technologies, Inc. | | | 651,639 | | | $ | 43,640,264 | |
Illumina, Inc.(2) | | | 25,250 | | | | 5,516,872 | |
IQVIA Holdings, Inc.(2) | | | 24,800 | | | | 2,427,920 | |
Thermo Fisher Scientific, Inc. | | | 37,076 | | | | 7,039,991 | |
| | | | | | | | |
| | | $ | 58,625,047 | |
| | | | | | | | |
|
Machinery — 2.0% | |
Caterpillar, Inc. | | | 241,634 | | | $ | 38,076,686 | |
Cummins, Inc. | | | 150 | | | | 26,496 | |
Deere & Co. | | | 228,655 | | | | 35,786,794 | |
Donaldson Co., Inc. | | | 96,349 | | | | 4,716,284 | |
Dover Corp. | | | 333,697 | | | | 33,700,060 | |
Fortive Corp. | | | 28,046 | | | | 2,029,128 | |
Illinois Tool Works, Inc. | | | 1,050,838 | | | | 175,332,320 | |
Ingersoll-Rand PLC | | | 6,080 | | | | 542,275 | |
Lincoln Electric Holdings, Inc. | | | 53,660 | | | | 4,914,183 | |
Manitowoc Co., Inc. (The)(2) | | | 11,435 | | | | 449,853 | |
Middleby Corp.(2) | | | 2,000 | | | | 269,900 | |
PACCAR, Inc. | | | 186,094 | | | | 13,227,562 | |
Parker-Hannifin Corp. | | | 18,857 | | | | 3,763,480 | |
Pentair PLC | | | 4 | | | | 282 | |
Snap-on, Inc. | | | 15,151 | | | | 2,640,819 | |
Stanley Black & Decker, Inc. | | | 288 | | | | 48,871 | |
WABCO Holdings, Inc.(2) | | | 3,080 | | | | 441,980 | |
Wabtec Corp. | | | 14,082 | | | | 1,146,697 | |
Welbilt, Inc.(2) | | | 45,741 | | | | 1,075,371 | |
| | | | | | | | |
| | | $ | 318,189,041 | |
| | | | | | | | |
| | | | | | | | |
Security | | Shares | | | Value | |
| | | | | | | | |
| | |
Media — 2.7% | | | | | | | | |
CBS Corp., Class B | | | 489,119 | | | $ | 28,858,021 | |
Comcast Corp., Class A | | | 3,726,644 | | | | 149,252,092 | |
Discovery Communications, Inc., Class A(2) | | | 6,930 | | | | 155,093 | |
Discovery Communications, Inc., Class C(2) | | | 207 | | | | 4,382 | |
Liberty Braves Group, Series A(2) | | | 1,236 | | | | 27,254 | |
Liberty Braves Group, Series C(2) | | | 2,473 | | | | 54,950 | |
Liberty Broadband Corp., Series A(2) | | | 3,091 | | | | 262,890 | |
Liberty Broadband Corp., Series C(2) | | | 6,183 | | | | 526,544 | |
Liberty Formula One, Series A(2) | | | 3,091 | | | | 101,138 | |
Liberty Formula One, Series C(2) | | | 6,183 | | | | 211,211 | |
Liberty Global PLC, Class A(2) | | | 8,854 | | | | 317,327 | |
Liberty Global PLC, Class C(2) | | | 27,614 | | | | 934,458 | |
Liberty Global PLC LiLAC, Class A(2) | | | 1,546 | | | | 31,152 | |
Liberty Global PLC LiLAC, Class C(2) | | | 4,825 | | | | 95,969 | |
Liberty SiriusXM Group, Series A(2) | | | 12,367 | | | | 490,475 | |
Liberty SiriusXM Group, Series C(2) | | | 24,734 | | | | 980,951 | |
Live Nation Entertainment, Inc.(2) | | | 1,800 | | | | 76,626 | |
News Corp., Class A | | | 24 | | | | 389 | |
Omnicom Group, Inc. | | | 146,645 | | | | 10,680,155 | |
TEGNA, Inc. | | | 1,201 | | | | 16,910 | |
Time Warner, Inc. | | | 11,347 | | | | 1,037,910 | |
Time, Inc. | | | 109 | | | | 2,011 | |
Twenty-First Century Fox, Inc., Class A | | | 16,333 | | | | 563,979 | |
Viacom, Inc., Class B | | | 412,909 | | | | 12,721,726 | |
Walt Disney Co. (The) | | | 2,221,158 | | | | 238,796,697 | |
| | | | | | | | |
| | | | | | $ | 446,200,310 | |
| | | | | | | | |
|
Metals & Mining — 0.2% | |
Alcoa Corp.(2) | | | 5,862 | | | $ | 315,786 | |
Cleveland-Cliffs, Inc.(2) | | | 527,743 | | | | 3,805,027 | |
Freeport-McMoRan, Inc.(2) | | | 39,818 | | | | 754,949 | |
Glencore PLC(2) | | | 598,405 | | | | 3,132,029 | |
Lonmin PLC(2) | | | 64 | | | | 72 | |
Nucor Corp. | | | 235,636 | | | | 14,981,737 | |
Southern Copper Corp. | | | 12,126 | | | | 575,379 | |
Steel Dynamics, Inc. | | | 31,000 | | | | 1,337,030 | |
Steel Dynamics, Inc.(3) | | | 140,295 | | | | 6,050,923 | |
| | | | | | | | |
| | | | | | $ | 30,952,932 | |
| | | | | | | | |
|
Multi-Utilities — 0.0%(1) | |
Consolidated Edison, Inc. | | | 782 | | | $ | 66,431 | |
Dominion Energy, Inc. | | | 4,493 | | | | 364,203 | |
DTE Energy Co. | | | 52,668 | | | | 5,765,039 | |
Sempra Energy | | | 3,787 | | | | 404,906 | |
WEC Energy Group, Inc. | | | 3,742 | | | | 248,581 | |
| | | | | | | | |
| | | | | | $ | 6,849,160 | |
| | | | | | | | |
| | | | |
| | 21 | | See Notes to Financial Statements. |
Tax-Managed Growth Portfolio
December 31, 2017
Portfolio of Investments — continued
| | | | | | | | |
Security | | Shares | | | Value | |
| | | | | | | | |
|
Multiline Retail — 0.1% | |
Dollar Tree, Inc.(2) | | | 142,658 | | | $ | 15,308,630 | |
Nordstrom, Inc. | | | 6,234 | | | | 295,367 | |
Target Corp. | | | 36,405 | | | | 2,375,426 | |
| | | | | | | | |
| | | | | | $ | 17,979,423 | |
| | | | | | | | |
|
Oil, Gas & Consumable Fuels — 4.7% | |
Anadarko Petroleum Corp. | | | 800,521 | | | $ | 42,939,946 | |
Antero Resources Corp.(2) | | | 1,633,197 | | | | 31,030,743 | |
Apache Corp. | | | 175,832 | | | | 7,423,627 | |
California Resources Corp.(2) | | | 275 | | | | 5,346 | |
Cheniere Energy, Inc.(2) | | | 642,305 | | | | 34,581,701 | |
Chesapeake Energy Corp.(2) | | | 288 | | | | 1,141 | |
Chevron Corp. | | | 834,821 | | | | 104,511,241 | |
Concho Resources, Inc.(2) | | | 40,000 | | | | 6,008,800 | |
ConocoPhillips | | | 305,809 | | | | 16,785,856 | |
Devon Energy Corp. | | | 1,380,333 | | | | 57,145,786 | |
EOG Resources, Inc. | | | 1,077,613 | | | | 116,285,219 | |
EQT Corp. | | | 180,474 | | | | 10,272,580 | |
Exxon Mobil Corp. | | | 3,357,899 | | | | 280,854,672 | |
Hess Corp. | | | 64,190 | | | | 3,047,099 | |
Kinder Morgan, Inc. | | | 50,432 | | | | 911,306 | |
Marathon Oil Corp. | | | 163,096 | | | | 2,761,215 | |
Marathon Petroleum Corp. | | | 160,826 | | | | 10,611,300 | |
Murphy Oil Corp. | | | 145,312 | | | | 4,511,938 | |
Occidental Petroleum Corp. | | | 15,964 | | | | 1,175,908 | |
Phillips 66 | | | 193,292 | | | | 19,551,486 | |
Pioneer Natural Resources Co. | | | 14,430 | | | | 2,494,226 | |
Range Resources Corp. | | | 669,731 | | | | 11,425,611 | |
Royal Dutch Shell PLC, Class A ADR | | | 70,142 | | | | 4,679,173 | |
Southwestern Energy Co.(2) | | | 730 | | | | 4,073 | |
Williams Cos., Inc. | | | 4,625 | | | | 141,016 | |
WPX Energy, Inc.(2) | | | 666 | | | | 9,371 | |
| | | | | | | | |
| | | $ | 769,170,380 | |
| | | | | | | | |
|
Personal Products — 0.0%(1) | |
Estee Lauder Cos., Inc. (The), Class A | | | 37,919 | | | $ | 4,824,814 | |
Unilever NV - NY Shares | | | 19,032 | | | | 1,071,882 | |
Unilever PLC ADR | | | 9,918 | | | | 548,862 | |
| | | | | | | | |
| | | $ | 6,445,558 | |
| | | | | | | | |
|
Pharmaceuticals — 5.4% | |
Allergan PLC | | | 214,839 | | | $ | 35,143,364 | |
AstraZeneca PLC ADR | | | 870 | | | | 30,189 | |
Bristol-Myers Squibb Co. | | | 2,043,349 | | | | 125,216,427 | |
Catalent, Inc.(2) | | | 45,943 | | | | 1,887,338 | |
| | | | | | | | |
Security | | Shares | | | Value | |
| | | | | | | | |
|
Pharmaceuticals (continued) | |
Eli Lilly & Co. | | | 1,594,954 | | | $ | 134,709,815 | |
GlaxoSmithKline PLC ADR | | | 1,468 | | | | 52,070 | |
Johnson & Johnson | | | 2,116,323 | | | | 295,692,649 | |
Johnson & Johnson (3) | | | 14,035 | | | | 1,959,009 | |
Mallinckrodt PLC(2) | | | 6 | | | | 135 | |
Merck & Co., Inc. | | | 1,373,699 | | | | 77,298,043 | |
Novartis AG ADR | | | 114,146 | | | | 9,583,698 | |
Novo Nordisk A/S ADR | | | 1,271,336 | | | | 68,232,603 | |
Pfizer, Inc. | | | 1,717,311 | | | | 62,201,004 | |
Roche Holding AG ADR | | | 35,808 | | | | 1,130,817 | |
Sanofi ADR | | | 5,100 | | | | 219,300 | |
Teva Pharmaceutical Industries, Ltd. ADR | | | 1,671,886 | | | | 31,682,240 | |
Zoetis, Inc. | | | 477,369 | | | | 34,389,663 | |
| | | | | | | | |
| | | | | | $ | 879,428,364 | |
| | | | | | | | |
|
Professional Services — 0.2% | |
Equifax, Inc. | | | 12,654 | | | $ | 1,492,160 | |
Nielsen Holdings PLC | | | 72,356 | | | | 2,633,758 | |
On Assignment, Inc.(2) | | | 129,037 | | | | 8,293,208 | |
On Assignment, Inc.(2)(3) | | | 21,275 | | | | 1,367,344 | |
On Assignment, Inc.(2)(3) | | | 19,913 | | | | 1,279,809 | |
Verisk Analytics, Inc.(2) | | | 97,537 | | | | 9,363,552 | |
| | | | | | | | |
| | | | | | $ | 24,429,831 | |
| | | | | | | | |
|
Road & Rail — 0.6% | |
Canadian National Railway Co. | | | 303,231 | | | $ | 25,016,557 | |
CSX Corp. | | | 79,000 | | | | 4,345,790 | |
Kansas City Southern | | | 7,000 | | | | 736,540 | |
Norfolk Southern Corp. | | | 209,569 | | | | 30,366,548 | |
Union Pacific Corp. | | | 314,347 | | | | 42,153,933 | |
| | | | | | | | |
| | | | | | $ | 102,619,368 | |
| | | | | | | | |
|
Semiconductors & Semiconductor Equipment — 5.3% | |
Analog Devices, Inc. | | | 610,814 | | | $ | 54,380,770 | |
Analog Devices, Inc.(3) | | | 20,897 | | | | 1,860,460 | |
Applied Materials, Inc. | | | 100,000 | | | | 5,112,000 | |
ASML Holding NV - NY Shares | | | 3,622 | | | | 629,576 | |
Broadcom, Ltd. | | | 76,737 | | | | 19,713,735 | |
Cypress Semiconductor Corp. | | | 107,346 | | | | 1,635,953 | |
Intel Corp. | | | 6,630,787 | | | | 306,077,128 | |
Lam Research Corp. | | | 28,350 | | | | 5,218,385 | |
Marvell Technology Group, Ltd. | | | 95,391 | | | | 2,048,045 | |
Microchip Technology, Inc. | | | 290,939 | | | | 25,567,719 | |
Microchip Technology, Inc.(3) | | | 5,600 | | | | 491,636 | |
Micron Technology, Inc.(2) | | | 164,484 | | | | 6,763,582 | |
| | | | |
| | 22 | | See Notes to Financial Statements. |
Tax-Managed Growth Portfolio
December 31, 2017
Portfolio of Investments — continued
| | | | | | | | |
Security | | Shares | | | Value | |
| | | | | | | | |
|
Semiconductors & Semiconductor Equipment (continued) | |
NVIDIA Corp. | | | 528,634 | | | $ | 102,290,679 | |
NVIDIA Corp.(3) | | | 100,000 | | | | 19,340,325 | |
NVIDIA Corp.(3) | | | 109,020 | | | | 21,095,370 | |
QUALCOMM, Inc. | | | 2,743,051 | | | | 175,610,125 | |
Texas Instruments, Inc. | | | 1,045,341 | | | | 109,175,414 | |
Versum Materials, Inc. | | | 1,129 | | | | 42,733 | |
Xilinx, Inc. | | | 104,186 | | | | 7,024,220 | |
| | | | | | | | |
| | | | | | $ | 864,077,855 | |
| | | | | | | | |
|
Software — 4.5% | |
Activision Blizzard, Inc. | | | 218,092 | | | $ | 13,809,585 | |
Adobe Systems, Inc.(2) | | | 489,165 | | | | 85,721,275 | |
Autodesk, Inc.(2) | | | 5,071 | | | | 531,593 | |
Barracuda Networks, Inc.(2)(3) | | | 435,000 | | | | 11,962,500 | |
Cadence Design Systems, Inc.(2) | | | 506,300 | | | | 21,173,466 | |
CDK Global, Inc. | | | 3 | | | | 214 | |
Check Point Software Technologies, Ltd.(2) | | | 150,000 | | | | 15,543,000 | |
Citrix Systems, Inc.(2) | | | 5,976 | | | | 525,888 | |
Dell Technologies, Inc., Class V(2) | | | 156 | | | | 12,680 | |
FireEye, Inc.(2) | | | 82,732 | | | | 1,174,794 | |
Fortinet, Inc.(2) | | | 20,000 | | | | 873,800 | |
Intuit, Inc. | | | 33,788 | | | | 5,331,071 | |
Manhattan Associates, Inc.(2) | | | 56,873 | | | | 2,817,488 | |
Microsoft Corp. | | | 3,437,471 | | | | 294,041,269 | |
Oracle Corp. | | | 3,428,219 | | | | 162,086,194 | |
Paycom Software, Inc.(2) | | | 542,805 | | | | 43,603,526 | |
Red Hat, Inc.(2) | | | 1,050 | | | | 126,105 | |
salesforce.com, inc.(2) | | | 57,236 | | | | 5,851,236 | |
ServiceNow, Inc.(2) | | | 169,856 | | | | 22,147,524 | |
Splunk, Inc.(2) | | | 205,000 | | | | 16,982,200 | |
Symantec Corp. | | | 72,900 | | | | 2,045,574 | |
Synopsys, Inc.(2) | | | 5,660 | | | | 482,458 | |
Tableau Software, Inc., Class A(2) | | | 13,699 | | | | 947,971 | |
Ultimate Software Group, Inc. (The)(2) | | | 21,655 | | | | 4,725,771 | |
Workday, Inc., Class A(2) | | | 121,726 | | | | 12,384,403 | |
| | | | | | | | |
| | | | | | $ | 724,901,585 | |
| | | | | | | | |
|
Specialty Retail — 1.9% | |
Advance Auto Parts, Inc. | | | 78,893 | | | $ | 7,864,843 | |
AutoNation, Inc.(2) | | | 5,972 | | | | 306,543 | |
AutoZone, Inc.(2) | | | 280 | | | | 199,184 | |
Bed Bath & Beyond, Inc. | | | 7,000 | | | | 153,930 | |
Best Buy Co., Inc. | | | 237,474 | | | | 16,259,845 | |
Dick’s Sporting Goods, Inc. | | | 35,000 | | | | 1,005,900 | |
Gap, Inc. (The) | | | 89,138 | | | | 3,036,040 | |
| | | | | | | | |
Security | | Shares | | | Value | |
| | | | | | | | |
|
Specialty Retail (continued) | |
GNC Holdings, Inc., Class A(2) | | | 900 | | | $ | 3,321 | |
Home Depot, Inc. (The) | | | 41,855 | | | | 7,932,778 | |
L Brands, Inc. | | | 41,877 | | | | 2,521,833 | |
Lowe’s Companies, Inc. | | | 864,447 | | | | 80,341,704 | |
O’Reilly Automotive, Inc.(2) | | | 20,695 | | | | 4,977,975 | |
O’Reilly Automotive, Inc.(2)(3) | | | 29,562 | | | | 7,110,844 | |
Ross Stores, Inc. | | | 245,594 | | | | 19,708,919 | |
Signet Jewelers, Ltd. | | | 65,986 | | | | 3,731,508 | |
Tiffany & Co. | | | 600 | | | | 62,370 | |
TJX Cos., Inc. (The) | | | 1,533,161 | | | | 117,225,490 | |
Tractor Supply Co. | | | 225,175 | | | | 16,831,831 | |
Ulta Salon, Cosmetics & Fragrance, Inc.(2) | | | 78,652 | | | | 17,591,306 | |
| | | | | | | | |
| | | | | | $ | 306,866,164 | |
| | | | | | | | |
|
Technology Hardware, Storage & Peripherals — 3.5% | |
Apple, Inc. | | | 3,237,738 | | | $ | 547,922,402 | |
NetApp, Inc. | | | 474,967 | | | | 26,275,174 | |
| | | | | | | | |
| | | | | | $ | 574,197,576 | |
| | | | | | | | |
|
Textiles, Apparel & Luxury Goods — 1.4% | |
Hanesbrands, Inc. | | | 547,980 | | | $ | 11,458,262 | |
Luxottica Group SpA ADR | | | 20,606 | | | | 1,260,469 | |
NIKE, Inc., Class B | | | 3,382,280 | | | | 211,561,614 | |
VF Corp. | | | 69,146 | | | | 5,116,804 | |
| | | | | | | | |
| | | | | | $ | 229,397,149 | |
| | | | | | | | |
|
Thrifts & Mortgage Finance — 0.0%(1) | |
Essent Group, Ltd.(2) | | | 48,156 | | | $ | 2,090,934 | |
| | | | | | | | |
| | | | | | $ | 2,090,934 | |
| | | | | | | | |
|
Tobacco — 0.5% | |
Altria Group, Inc. | | | 295,011 | | | $ | 21,066,736 | |
Altria Group, Inc.(3) | | | 32,000 | | | | 2,283,977 | |
British American Tobacco PLC ADR | | | 3,399 | | | | 227,699 | |
Philip Morris International, Inc. | | | 593,298 | | | | 62,681,934 | |
| | | | | | | | |
| | | | | | $ | 86,260,346 | |
| | | | | | | | |
|
Trading Companies & Distributors — 0.0%(1) | |
Fastenal Co. | | | 10,178 | | | $ | 556,635 | |
United Rentals, Inc.(2) | | | 2,000 | | | | 343,820 | |
W.W. Grainger, Inc. | | | 2,791 | | | | 659,374 | |
| | | | | | | | |
| | | | | | $ | 1,559,829 | |
| | | | | | | | |
| | | | |
| | 23 | | See Notes to Financial Statements. |
Tax-Managed Growth Portfolio
December 31, 2017
Portfolio of Investments — continued
| | | | | | | | |
Security | | Shares | | | Value | |
| | | | | | | | |
|
Wireless Telecommunication Services — 0.0%(1) | |
America Movil SAB de CV ADR, Series L | | | 270,852 | | | $ | 4,645,112 | |
Sprint Corp.(2) | | | 1 | | | | 6 | |
Vodafone Group PLC ADR | | | 59,781 | | | | 1,907,014 | |
| | | | | | | | |
| | | | | | $ | 6,552,132 | |
| | | | | | | | |
| |
Total Common Stocks (identified cost $8,244,475,807) | | | $ | 16,002,076,711 | |
| | | | | | | | |
|
Rights — 0.0%(1) | |
| | |
| | | | | | | | |
Security | | Shares | | | Value | |
|
Pharmaceuticals — 0.0%(1) | |
Sanofi, Exp. 12/31/20(2) | | | 6,984 | | | $ | 2,654 | |
| | | | | | | | |
| |
Total Rights (identified cost $16,440) | | | $ | 2,654 | |
| | | | | | | | |
| | |
Short-Term Investments — 1.3% | | | | | | | | |
| | |
| | | | | | | | |
Description | | Units | | | Value | |
Eaton Vance Cash Reserves Fund, LLC, 1.50% (4) | | | 204,319,980 | | | $ | 204,299,548 | |
| | | | | | | | |
| |
Total Short-Term Investments (identified cost $204,362,296) | | | $ | 204,299,548 | |
| | | | | | | | |
| |
Total Investments — 99.9% (identified cost $8,448,854,543) | | | $ | 16,206,378,913 | |
| | | | | | | | |
| |
Other Assets, Less Liabilities — 0.1% | | | $ | 18,310,940 | |
| | | | | | | | |
| |
Net Assets — 100.0% | | | $ | 16,224,689,853 | |
| | | | | | | | |
The percentage shown for each investment category in the Portfolio of Investments is based on net assets.
(1) | Amount is less than 0.05%. |
(2) | Non-income producing security. |
(3) | Restricted security (see Note 5). |
(4) | Affiliated investment company, available to Eaton Vance portfolios and funds, which invests in high quality, U.S. dollar denominated money market instruments. The rate shown is the annualized seven-day yield as of December 31, 2017. |
Abbreviations:
| | | | |
ADR | | – | | American Depositary Receipt |
| | | | |
| | 24 | | See Notes to Financial Statements. |
Tax-Managed Growth Portfolio
December 31, 2017
Statement of Assets and Liabilities
| | | | |
Assets | | December 31, 2017 | |
Unaffiliated investments, at value (identified cost, $8,244,492,247) | | $ | 16,002,079,365 | |
Affiliated investment, at value (identified cost, $204,362,296) | | | 204,299,548 | |
Cash | | | 1,694,923 | |
Foreign currency, at value (identified cost, $141) | | | 145 | |
Dividends receivable | | | 12,367,102 | |
Dividends receivable from affiliated investment | | | 205,467 | |
Receivable for investments sold | | | 5,274,915 | |
Tax reclaims receivable | | | 5,749,341 | |
Total assets | | $ | 16,231,670,806 | |
| |
Liabilities | | | | |
Payable to affiliates: | | | | |
Investment adviser fee | | $ | 5,780,199 | |
Trustees’ fees | | | 25,375 | |
Accrued expenses | | | 1,175,379 | |
Total liabilities | | $ | 6,980,953 | |
Commitments and contingencies (Note 8) | | | | |
Net Assets applicable to investors’ interest in Portfolio | | $ | 16,224,689,853 | |
| |
Sources of Net Assets | | | | |
Investors’ capital | | $ | 8,467,176,909 | |
Net unrealized appreciation | | | 7,757,512,944 | |
Total | | $ | 16,224,689,853 | |
| | | | |
| | 25 | | See Notes to Financial Statements. |
Tax-Managed Growth Portfolio
December 31, 2017
Statement of Operations
| | | | |
Investment Income | | Year Ended December 31, 2017 | |
Dividends (net of foreign taxes, $1,425,967) | | $ | 249,105,243 | |
Dividends from affiliated investment | | | 2,453,219 | |
Total investment income | | $ | 251,558,462 | |
| |
Expenses | | | | |
Investment adviser fee | | $ | 61,878,014 | |
Trustees’ fees and expenses | | | 109,875 | |
Custodian fee | | | 2,018,680 | |
Professional fees | | | 336,891 | |
Miscellaneous | | | 411,655 | |
Total expenses | | $ | 64,755,115 | |
| |
Net investment income | | $ | 186,803,347 | |
| |
Realized and Unrealized Gain (Loss) | | | | |
Net realized gain (loss) — | | | | |
Investment transactions(1) | | $ | 366,876,636 | |
Investment transactions — affiliated investment | | | 26,936 | |
Foreign currency transactions | | | 2,742 | |
Net realized gain | | $ | 366,906,314 | |
Change in unrealized appreciation (depreciation) — | | | | |
Investments | | $ | 2,337,432,408 | |
Investments — affiliated investment | | | (74,611 | ) |
Foreign currency | | | 173,734 | |
Net change in unrealized appreciation (depreciation) | | $ | 2,337,531,531 | |
| |
Net realized and unrealized gain | | $ | 2,704,437,845 | |
| |
Net increase in net assets from operations | | $ | 2,891,241,192 | |
(1) | Includes $371,634,625 of net realized gains from redemptions in-kind. |
| | | | |
| | 26 | | See Notes to Financial Statements. |
Tax-Managed Growth Portfolio
December 31, 2017
Statements of Changes in Net Assets
| | | | | | | | |
| | Year Ended December 31, | |
Increase (Decrease) in Net Assets | | 2017 | | | 2016 | |
From operations — | | | | | | | | |
Net investment income | | $ | 186,803,347 | | | $ | 166,984,196 | |
Net realized gain | | | 366,906,314 | | | | 292,630,128 | |
Net change in unrealized appreciation (depreciation) | | | 2,337,531,531 | | | | 541,431,580 | |
Net increase in net assets from operations | | $ | 2,891,241,192 | | | $ | 1,001,045,904 | |
Capital transactions — | | | | | | | | |
Contributions | | $ | 1,487,391,128 | | | $ | 1,168,134,044 | |
Withdrawals | | | (730,966,590 | ) | | | (647,540,645 | ) |
Net increase in net assets from capital transactions | | $ | 756,424,538 | | | $ | 520,593,399 | |
| | |
Net increase in net assets | | $ | 3,647,665,730 | | | $ | 1,521,639,303 | |
| | |
Net Assets | | | | | | | | |
At beginning of year | | $ | 12,577,024,123 | | | $ | 11,055,384,820 | |
At end of year | | $ | 16,224,689,853 | | | $ | 12,577,024,123 | |
| | | | |
| | 27 | | See Notes to Financial Statements. |
Tax-Managed Growth Portfolio
December 31, 2017
Financial Highlights
| | | | | | | | | | | | | | | | | | | | |
| | Year Ended December 31, | |
Ratios/Supplemental Data | | 2017 | | | 2016 | | | 2015 | | | 2014 | | | 2013 | |
Ratios (as a percentage of average daily net assets): | | | | | | | | | | | | | | | | | | | | |
Expenses(1) | | | 0.46 | % | | | 0.47 | % | | | 0.47 | % | | | 0.47 | % | | | 0.48 | % |
Net investment income | | | 1.33 | % | | | 1.48 | % | | | 1.44 | % | | | 1.45 | % | | | 1.50 | % |
Portfolio Turnover | | | 0 | %(2)(3) | | | 1 | %(3) | | | 9 | % | | | 8 | % | | | 3 | % |
| | | | | |
Total Return | | | 22.76 | % | | | 9.06 | % | | | 2.53 | % | | | 12.73 | % | | | 32.39 | % |
| | | | | |
Net assets, end of year (000’s omitted) | | $ | 16,224,690 | | | $ | 12,577,024 | | | $ | 11,055,385 | | | $ | 10,545,696 | | | $ | 9,414,954 | |
(1) | Excludes the effect of custody fee credits, if any, of less than 0.005%. Effective September 1, 2015, custody fee credits, which were earned on cash deposit balances, were discontinued by the custodian. |
(2) | Amount is less than 0.5%. |
(3) | Excludes the value of portfolio securities contributed or distributed as a result of in-kind shareholder transactions. The portfolio turnover of the Portfolio including in-kind contributions and distributions of securities was 5% and 6% for the years ended December 31, 2017 and 2016, respectively. |
| | | | |
| | 28 | | See Notes to Financial Statements. |
Eaton Vance
Tax-Managed Growth Portfolio
December 31, 2017
Notes to Financial Statements
1 Significant Accounting Policies
Tax-Managed Growth Portfolio (the Portfolio) is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as a diversified, open-end management investment company. The Portfolio’s investment objective is to achieve long-term, after-tax returns for interestholders through investing in a diversified portfolio of equity securities. The Declaration of Trust permits the Trustees to issue interests in the Portfolio. At December 31, 2017, Eaton Vance Tax-Managed Growth Fund 1.0, Eaton Vance Tax-Managed Growth Fund 1.1, Eaton Vance Tax-Managed Growth Fund 1.2 and Eaton Vance Tax-Managed Equity Asset Allocation Fund held an interest of 6.1%, 10.0%, 4.8%, and 1.0% respectively, in the Portfolio. In addition, an unregistered fund managed by the adviser to the Portfolio held an aggregate interest of 78.1% 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 “Financial Services — Investment Companies.”
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.
Foreign Securities and Currencies. Foreign securities and currencies are valued in U.S. dollars, based on foreign currency exchange rate quotations supplied by a third party pricing service. The pricing service uses a proprietary model to determine the exchange rate. Inputs to the model include reported trades and implied bid/ask spreads. The daily valuation of exchange-traded foreign securities generally is determined as of the close of trading on the principal exchange on which such securities trade. Events occurring after the close of trading on foreign exchanges may result in adjustments to the valuation of foreign securities to more accurately reflect their fair value as of the close of regular trading on the New York Stock Exchange. When valuing foreign equity securities that meet certain criteria, the Portfolio’s Trustees have approved the use of a fair value service that values such securities to reflect market trading that occurs after the close of the applicable foreign markets of comparable securities or other instruments that have a strong correlation to the fair-valued securities.
Affiliated Fund. The Portfolio may invest in Eaton Vance Cash Reserves Fund, LLC (Cash Reserves Fund), an affiliated investment company managed by Eaton Vance Management (EVM). While Cash Reserves Fund is not a registered money market mutual fund, it conducts all of its investment activities in accordance with the requirements of Rule 2a-7 under the 1940 Act. Investments in Cash Reserves Fund are valued at the closing net asset value per unit on the valuation day. Cash Reserves Fund generally values its investment securities based on available market quotations provided by a third party pricing service.
Fair Valuation. Investments for which valuations or market quotations are not readily available or are deemed unreliable are valued at fair value using methods determined in good faith by or at the direction of the Trustees of the Portfolio in a manner that fairly reflects the security’s value, or the amount that the Portfolio might reasonably expect to receive for the security upon its current sale in the ordinary course. Each such determination is based on a consideration of relevant factors, which are likely to vary from one pricing context to another. These factors may include, but are not limited to, the type of security, the existence of any contractual restrictions on the security’s disposition, the price and extent of public trading in similar securities of the issuer or of comparable companies or entities, quotations or relevant information obtained from broker/dealers or other market participants, information obtained from the issuer, analysts, and/or the appropriate stock exchange (for exchange-traded securities), an analysis of the company’s or entity’s financial condition, and an evaluation of the forces that influence the issuer and the market(s) in which the security is purchased and sold.
B Investment Transactions — Investment transactions for financial statement purposes are accounted for on a trade date basis. Realized gains and losses on investments sold are determined on the basis of identified cost.
C Income — Dividend income is recorded on the ex-dividend date for dividends received in cash and/or securities. However, if the ex-dividend date has passed, certain dividends from foreign securities are recorded as the Portfolio is informed of the ex-dividend date. Withholding taxes on foreign dividends and capital gains have been provided for in accordance with the Portfolio’s understanding of the applicable countries’ tax rules and rates. In consideration of recent decisions rendered by European courts, the Portfolio has filed additional tax reclaims for previously withheld taxes on dividends earned in certain European Union countries. These filings are subject to various administrative and judicial proceedings within these countries. Due to the uncertainty as to the ultimate resolution of these proceedings, the likelihood of receipt of these reclaims, and the potential timing of payment, no amounts are reflected in the financial statements for such reclaims. Interest income is recorded on the basis of interest accrued, adjusted for amortization of premium or accretion of discount.
D Federal Taxes — The Portfolio has elected to be treated as a partnership for federal tax purposes. No provision is made by the Portfolio for federal or state taxes on any taxable income of the Portfolio because each investor in the Portfolio is ultimately responsible for the payment of any taxes on its share of taxable income. Since at least one of the Portfolio’s investors is a regulated investment company that invests all or substantially all of its assets in the 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.
Eaton Vance
Tax-Managed Growth Portfolio
December 31, 2017
Notes to Financial Statements — continued
As of December 31, 2017, the Portfolio had no uncertain tax positions that would require financial statement recognition, de-recognition, or disclosure. The Portfolio files a U.S. federal income tax return annually after its fiscal year-end, which is subject to examination by the Internal Revenue Service for a period of three years from the date of filing.
E Foreign Currency Translation — Investment valuations, other assets, and liabilities initially expressed in foreign currencies are translated each business day into U.S. dollars based upon current exchange rates. Purchases and sales of foreign investment securities and income and expenses denominated in foreign currencies are translated into U.S. dollars based upon currency exchange rates in effect on the respective dates of such transactions. Recognized gains or losses on investment transactions attributable to changes in foreign currency exchange rates are recorded for financial statement purposes as net realized gains and losses on investments. That portion of unrealized gains and losses on investments that results from fluctuations in foreign currency exchange rates is not separately disclosed.
F Use of Estimates — The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expense during the reporting period. Actual results could differ from those estimates.
G Indemnifications — Under the Portfolio’s organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the Portfolio. Under Massachusetts law, if certain conditions prevail, interestholders in the Portfolio could be deemed to have personal liability for the obligations of the Portfolio. However, the Portfolio’s Declaration of Trust contains an express disclaimer of liability on the part of Portfolio interestholders and the By-laws provide that the Portfolio shall assume the defense on behalf of any Portfolio interestholder. Moreover, the By-laws also provide for indemnification out of Portfolio property of any interestholder held personally liable solely by reason of being or having been an interestholder for all loss or expense arising from such liability. Additionally, in the normal course of business, the Portfolio enters into agreements with service providers that may contain indemnification clauses. The Portfolio’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Portfolio that have not yet occurred.
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. Under the investment advisory agreement, BMR receives a monthly advisory fee at a rate of 0.625% annually of the Portfolio’s average daily net assets up to $500 million. The advisory fee on net assets of $500 million or more is reduced as follows:
| | | | |
Average Daily Net Assets | | Annual Fee Rate (for each level) | |
| |
$500 million but less than $1 billion | | | 0.5625 | % |
$1 billion but less than $1.5 billion | | | 0.5000 | % |
$1.5 billion but less than $7 billion | | | 0.4375 | % |
$7 billion but less than $10 billion | | | 0.4250 | % |
$10 billion but less than $15 billion | | | 0.4125 | % |
$15 billion but less than $20 billion | | | 0.4000 | % |
$20 billion but less than $25 billion | | | 0.3900 | % |
$25 billion and over | | | 0.3800 | % |
The Portfolio invests its cash in Cash Reserves Fund. EVM does not currently receive a fee for advisory services provided to Cash Reserves Fund. For the year ended December 31, 2017, the Portfolio’s investment adviser fee amounted to $61,878,014 or 0.44% of the Portfolio’s average daily net assets.
Officers and Trustees 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 year ended December 31, 2017, no significant amounts have been deferred. Certain officers and Trustees of the Portfolio are officers of the above organizations.
3 Purchases and Sales of Investments
Purchases and sales of investments, other than short-term obligations, aggregated $162,978,592 and $36,573,893, respectively, for the year ended December 31, 2017. In addition, investors contributed securities with an aggregate market value of $1,448,660,332 and investments having an aggregate market value of $593,483,528 were distributed in payment for capital withdrawals during the year ended December 31, 2017.
Eaton Vance
Tax-Managed Growth Portfolio
December 31, 2017
Notes to Financial Statements — continued
4 Federal Income Tax Basis of Investments
The cost and unrealized appreciation (depreciation) of investments of the Portfolio at December 31, 2017, as determined on a federal income tax basis, were as follows:
| | | | |
| |
Aggregate cost | | $ | 2,663,755,966 | |
| |
Gross unrealized appreciation | | $ | 13,557,402,881 | |
Gross unrealized depreciation | | | (14,779,934 | ) |
| |
Net unrealized appreciation | | $ | 13,542,622,947 | |
5 Restricted Securities
At December 31, 2017, the Portfolio owned the following securities (representing 1.1% of net assets) which were restricted as to public resale and not registered under the Securities Act of 1933. The Portfolio has various registration rights (exercisable under a variety of circumstances) with respect to these securities. The value of these securities is determined based on valuations provided by brokers when available, or if not available, they are valued at fair value using methods determined in good faith by or at the direction of the Trustees.
| | | | | | | | | | | | | | | | | | | | |
Common Stocks | | Date of Acquisition | | | Eligible for Resale | | | Shares | | | Cost | | | Value | |
| | | | | |
Aflac, Inc. | | | 9/21/17 | | | | 9/21/18 | | | | 25,000 | | | $ | 2,095,902 | | | $ | 2,193,403 | |
Alexion Pharmaceuticals, Inc. | | | 3/16/17 | | | | 3/16/18 | | | | 43,530 | | | | 5,314,289 | | | | 5,205,753 | |
Alexion Pharmaceuticals, Inc. | | | 6/22/17 | | | | 6/22/18 | | | | 81,001 | | | | 10,000,093 | | | | 9,686,910 | |
Altria Group, Inc. | | | 9/21/17 | | | | 9/21/18 | | | | 32,000 | | | | 1,957,081 | | | | 2,283,977 | |
Analog Devices, Inc. | | | 3/16/17 | | | | 3/16/18 | | | | 20,897 | | | | 1,744,236 | | | | 1,860,460 | |
Arista Networks, Inc. | | | 3/16/17 | | | | 3/16/18 | | | | 120,000 | | | | 15,379,746 | | | | 28,269,600 | |
Arista Networks, Inc. | | | 12/19/17 | | | | 12/19/18 | | | | 127,576 | | | | 30,000,085 | | | | 30,024,300 | |
Barracuda Networks, Inc. | | | 6/22/17 | | | | 6/22/18 | | | | 435,000 | | | | 9,669,071 | | | | 11,962,500 | |
BB&T Corp. | | | 9/21/17 | | | | 9/21/18 | | | | 22,314 | | | | 1,000,005 | | | | 1,108,897 | |
Chipotle Mexican Grill, Inc. | | | 3/16/17 | | | | 3/16/18 | | | | 48,619 | | | | 19,476,729 | | | | 14,052,349 | |
Frank’s International NV | | | 6/22/17 | | | | 6/22/18 | | | | 1,500,000 | | | | 11,482,860 | | | | 9,975,000 | |
Johnson & Johnson | | | 12/19/17 | | | | 12/19/18 | | | | 14,035 | | | | 1,988,173 | | | | 1,959,009 | |
MGM Resorts International | | | 9/21/17 | | | | 9/21/18 | | | | 50,000 | | | | 1,652,346 | | | | 1,668,665 | |
Microchip Technology, Inc. | | | 12/19/17 | | | | 12/19/18 | | | | 5,600 | | | | 497,734 | | | | 491,636 | |
NVIDIA Corp. | | | 6/22/17 | | | | 6/22/18 | | | | 109,020 | | | | 17,362,818 | | | | 21,095,370 | |
NVIDIA Corp. | | | 9/21/17 | | | | 9/21/18 | | | | 100,000 | | | | 18,565,416 | | | | 19,340,325 | |
O’Reilly Automotive, Inc. | | | 3/16/17 | | | | 3/16/18 | | | | 29,562 | | | | 8,000,328 | | | | 7,110,844 | |
On Assignment, Inc. | | | 3/16/17 | | | | 3/16/18 | | | | 21,275 | | | | 1,028,338 | | | | 1,367,344 | |
On Assignment, Inc. | | | 6/22/17 | | | | 6/22/18 | | | | 19,913 | | | | 1,075,039 | | | | 1,279,809 | |
Steel Dynamics, Inc. | | | 3/16/17 | | | | 3/16/18 | | | | 140,295 | | | | 5,000,016 | | | | 6,050,923 | |
| | | | | |
Total Restricted Securities | | | | | | | | | | | | | | $ | 163,290,305 | | | $ | 176,987,074 | |
6 Line of Credit
The Portfolio participates with other portfolios and funds managed by EVM and its affiliates in a $625 million unsecured line of credit agreement with a group of banks, which is in effect through October 30, 2018. Borrowings are made by the Portfolio solely to facilitate the handling of unusual and/or unanticipated short-term cash requirements. Interest is charged to the Portfolio based on its borrowings at an amount above either the Eurodollar rate or Federal Funds rate. In addition, a fee computed at an annual rate of 0.15% on the daily unused portion of the line of credit is allocated among the participating portfolios and funds at the end of each quarter. Because the line of credit is not available exclusively to the Portfolio, it may be unable to borrow some or all of its requested amounts at any particular time. The Portfolio did not have any significant borrowings or allocated fees during the year ended December 31, 2017.
Eaton Vance
Tax-Managed Growth Portfolio
December 31, 2017
Notes to Financial Statements — continued
7 Fair Value Measurements
Under generally accepted accounting principles for fair value measurements, a three-tier hierarchy to prioritize the assumptions, referred to as inputs, is used in valuation techniques to measure fair value. The three-tier hierarchy of inputs is summarized in the three broad levels listed below.
• | | Level 1 – quoted prices in active markets for identical investments |
• | | Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.) |
• | | Level 3 – significant unobservable inputs (including a fund’s own assumptions in determining the fair value of investments) |
In cases where the inputs used to measure fair value fall in different levels of the fair value hierarchy, the level disclosed is determined based on the lowest level input that is significant to the fair value measurement in its entirety. The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.
At December 31, 2017, the hierarchy of inputs used in valuing the Portfolio’s investments, which are carried at value, were as follows:
| | | | | | | | | | | | | | | | |
Asset Description | | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
| | | | |
Common Stocks | | | | | | | | | | | | | | | | |
Consumer Discretionary | | $ | 2,211,134,576 | | | $ | 1,668,665 | | | $ | — | | | $ | 2,212,803,241 | |
Consumer Staples | | | 1,340,309,288 | | | | 98,565,851 | | | | — | | | | 1,438,875,139 | |
Energy | | | 905,686,762 | | | | — | | | | — | | | | 905,686,762 | |
Financials | | | 2,960,602,239 | | | | 29,326,677 | | | | — | | | | 2,989,928,916 | |
Health Care | | | 2,052,688,740 | | | | 1,959,009 | | | | — | | | | 2,054,647,749 | |
Industrials | | | 1,825,738,716 | | | | — | | | | — | | | | 1,825,738,716 | |
Information Technology | | | 4,161,895,268 | | | | 49,856,261 | | | | — | | | | 4,211,751,529 | |
Materials | | | 280,875,639 | | | | 3,132,101 | | | | — | | | | 284,007,740 | |
Real Estate | | | 8,385,569 | | | | — | | | | — | | | | 8,385,569 | |
Telecommunication Services | | | 37,595,947 | | | | — | | | | — | | | | 37,595,947 | |
Utilities | | | 32,655,403 | | | | — | | | | — | | | | 32,655,403 | |
| | | | |
Total Common Stocks | | $ | 15,817,568,147 | | | $ | 184,508,564 | * | | $ | — | | | $ | 16,002,076,711 | |
| | | | |
Rights | | $ | 2,654 | | | $ | — | | | $ | — | | | $ | 2,654 | |
Short-Term Investments | | | — | | | | 204,299,548 | | | | — | | | | 204,299,548 | |
| | | | |
Total Investments | | $ | 15,817,570,801 | | | $ | 388,808,112 | | | $ | — | | | $ | 16,206,378,913 | |
* | Includes foreign equity securities whose values were adjusted to reflect market trading of comparable securities or other correlated instruments that occurred after the close of trading in their applicable foreign markets. |
The Portfolio held no investments or other financial instruments as of December 31, 2016 whose fair value was determined using Level 3 inputs. At December 31, 2017, the value of investments transferred between Level 1 and Level 2 during the year ended was not significant.
8 Legal Proceedings
In November 2010, the Portfolio was named as defendant and a putative member of the proposed defendant class of shareholders in the case entitled Official Committee of Unsecured Creditors (UCC) of the Tribune Company v. FitzSimons, et al. as a result of its ownership of shares in the Tribune Company (Tribune) in 2007 when Tribune effected a leveraged buyout transaction (LBO) and was converted to a privately held company. The UCC, which has been replaced by a Litigation Trustee pursuant to Tribune’s plan of reorganization, seeks to recover payments of the proceeds of the LBO. This action is now part of a multi-district litigation proceeding in the Southern District of New York. A motion to dismiss the FitzSimons case is currently pending. The value of the proceeds received by the Portfolio is approximately $48,237,000 (equal to 0.3% of net assets at December 31, 2017).
The Portfolio cannot predict the outcome of these proceedings or the effect, if any, on the Portfolio’s net asset value. The attorneys’ fees and costs related to these actions are expensed by the Portfolio as incurred.
Tax-Managed Growth Portfolio
December 31, 2017
Report of Independent Registered Public Accounting Firm
To the Trustees and Investors of Tax-Managed Growth Portfolio:
Opinion on the Financial Statements and Financial Highlights
We have audited the accompanying statement of assets and liabilities of Tax-Managed Growth Portfolio (the “Portfolio”), including the portfolio of investments, as of December 31, 2017, the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended, and the related notes. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Portfolio as of December 31, 2017, and the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements and financial highlights are the responsibility of the Portfolio’s management. Our responsibility is to express an opinion on the Portfolio’s financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Portfolio in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud. The Portfolio is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Portfolio’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. Our procedures included confirmation of securities owned as of December 31, 2017, by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.
DELOITTE & TOUCHE LLP
Boston, Massachusetts
February 22, 2018
We have served as the auditor of one or more Eaton Vance investment companies since 1959.
Eaton Vance
Tax-Managed Growth Fund 1.0
December 31, 2017
Management and Organization
Fund Management. The Trustees of Eaton Vance Series Trust (the Trust) and Tax-Managed Growth Portfolio (the Portfolio) are responsible for the overall management and supervision of the Trust’s and Portfolio’s affairs. The Trustees and officers of the Trust and the Portfolio are listed below. Except as indicated, each individual has held the office shown or other offices in the same company for the last five years. Trustees and officers of the Trust and the Portfolio hold indefinite terms of office. The “noninterested Trustees” consist of those Trustees who are not “interested persons” of the Trust and the Portfolio, as that term is defined under the 1940 Act. The business address of each Trustee and officer is Two International Place, Boston, Massachusetts 02110. As used below, “EVC” refers to Eaton Vance Corp., “EV” refers to Eaton Vance, Inc., “EVM” refers to Eaton Vance Management, “BMR” refers to Boston Management and Research and “EVD” refers to Eaton Vance Distributors, Inc. EVC and EV are the corporate parent and trustee, respectively, of EVM and BMR. EVD is the Fund’s principal underwriter, the Portfolio’s placement agent and a wholly-owned subsidiary of EVC. Each officer affiliated with Eaton Vance may hold a position with other Eaton Vance affiliates that is comparable to his or her position with EVM listed below. Each Trustee oversees 177 portfolios in the Eaton Vance Complex (including all master and feeder funds in a master feeder structure). Each officer serves as an officer of certain other Eaton Vance funds. Each Trustee and officer serves until his or her successor is elected.
| | | | | | |
Name and Year of Birth | | Position(s) with the Trust and the Portfolio | | Trustee Since(1) | | Principal Occupation(s) and Directorships During Past Five Years and Other Relevant Experience |
Interested Trustee |
| | | |
Thomas E. Faust Jr. 1958 | | Trustee | | 2007 | | Chairman, Chief Executive Officer and President of EVC, Director and President of EV, Chief Executive Officer and President of EVM and BMR, and Director of EVD. Trustee and/or officer of 177 registered investment companies. Mr. Faust is an interested person because of his positions with EVM, BMR, EVD, EVC and EV, which are affiliates of the Trust and the Portfolio. Directorships in the Last Five Years.(2) Director of EVC and Hexavest Inc. (investment management firm). |
| | | |
| | | | | | |
Noninterested Trustees |
| | | |
Mark R. Fetting 1954 | | Trustee | | 2016 | | Private investor. Formerly held various positions at Legg Mason, Inc. (investment management firm) (2000-2012), including President, Chief Executive Officer, Director and Chairman (2008-2012), Senior Executive Vice President (2004-2008) and Executive Vice President (2001-2004). Formerly, President of Legg Mason family of funds (2001-2008). Formerly, Division President and Senior Officer of Prudential Financial Group, Inc. and related companies (investment management firm) (1991-2000). Directorships in the Last Five Years. Formerly, Director and Chairman of Legg Mason, Inc. (2008-2012); Director/Trustee and Chairman of Legg Mason family of funds (14 funds) (2008-2012); and Director/Trustee of the Royce family of funds (35 funds) (2001-2012). |
| | | |
Cynthia E. Frost 1961 | | Trustee | | 2014 | | Private investor. Formerly, Chief Investment Officer of Brown University (university endowment) (2000-2012); Formerly, Portfolio Strategist for Duke Management Company (university endowment manager) (1995-2000); Formerly, Managing Director, Cambridge Associates (investment consulting company) (1989-1995); Formerly, Consultant, Bain and Company (management consulting firm) (1987-1989); Formerly, Senior Equity Analyst, BA Investment Management Company (1983-1985). Directorships in the Last Five Years. None. |
| | | |
George J. Gorman 1952 | | Trustee | | 2014 | | Principal at George J. Gorman LLC (consulting firm). Formerly, Senior Partner at Ernst & Young LLP (a registered public accounting firm) (1974-2009). Directorships in the Last Five Years. Formerly, Trustee of the BofA Funds Series Trust (11 funds) (2011-2014) and of the Ashmore Funds (9 funds) (2010-2014). |
| | | |
Valerie A. Mosley 1960 | | Trustee | | 2014 | | Chairwoman and Chief Executive Officer of Valmo Ventures (a consulting and investment firm). Former Partner and Senior Vice President, Portfolio Manager and Investment Strategist at Wellington Management Company, LLP (investment management firm) (1992-2012). Former Chief Investment Officer, PG Corbin Asset Management (1990-1992). Formerly worked in institutional corporate bond sales at Kidder Peabody (1986-1990). Directorships in the Last Five Years.(2) Director of Dynex Capital, Inc. (mortgage REIT) (since 2013). |
Eaton Vance
Tax-Managed Growth Fund 1.0
December 31, 2017
Management and Organization — continued
| | | | | | |
Name and Year of Birth | | Position(s) with the Trust and the Portfolio | | Trustee Since(1) | | Principal Occupation(s) and Directorships
During Past Five Years and Other Relevant Experience |
Noninterested Trustees (continued) |
| | | |
William H. Park 1947 | | Chairperson of the Board and Trustee | | 2016 (Chairperson) 2003 (Trustee) | | Private investor. Formerly, Consultant (management and transactional) (2012-2014). Formerly, Chief Financial Officer, Aveon Group L.P. (investment management firm) (2010-2011). Formerly, Vice Chairman, Commercial Industrial Finance Corp. (specialty finance company) (2006-2010). Formerly, President and Chief Executive Officer, Prizm Capital Management, LLC (investment management firm) (2002-2005). Formerly, Executive Vice President and Chief Financial Officer, United Asset Management Corporation (investment management firm) (1982-2001). Formerly, Senior Manager, Price Waterhouse (now PricewaterhouseCoopers) (a registered public accounting firm) (1972-1981). Directorships in the Last Five Years.(2) None. |
| | | |
Helen Frame Peters 1948 | | Trustee | | 2008 | | Professor of Finance, Carroll School of Management, Boston College. Formerly, Dean, Carroll School of Management, Boston College (2000-2002). Formerly, Chief Investment Officer, Fixed Income, Scudder Kemper Investments (investment management firm) (1998-1999). Formerly, Chief Investment Officer, Equity and Fixed Income, Colonial Management Associates (investment management firm) (1991-1998). Directorships in the Last Five Years.(2) Formerly, Director of BJ’s Wholesale Club, Inc. (wholesale club retailer) (2004-2011). Formerly, Trustee of SPDR Index Shares Funds and SPDR Series Trust (exchange traded funds) (2000-2009). Formerly, Director of Federal Home Loan Bank of Boston (a bank for banks) (2007-2009). |
| | | |
Susan J. Sutherland 1957 | | Trustee | | 2015 | | Private investor. Formerly, Associate, Counsel and Partner at Skadden, Arps, Slate, Meagher & Flom LLP (law firm) (1982-2013). Directorships in the Last Five Years. Formerly, Director of Montpelier Re Holdings Ltd. (global provider of customized insurance and reinsurance products) (2013-2015). |
| | | |
Harriett Tee Taggart 1948 | | Trustee | | 2011 | | Managing Director, Taggart Associates (a professional practice firm). Formerly, Partner and Senior Vice President, Wellington Management Company, LLP (investment management firm) (1983-2006). Directorships in the Last Five Years.(2) Director of Albemarle Corporation (chemicals manufacturer) (since 2007) and The Hanover Group (specialty property and casualty insurance company) (since 2009). Formerly, Director of Lubrizol Corporation (specialty chemicals) (2007-2011). |
| | | |
Scott E. Wennerholm 1959 | | Trustee | | 2016 | | Trustee at Wheelock College (postsecondary institution) (since 2012). Formerly, Consultant at GF Parish Group (executive recruiting firm) (2016-2017). Formerly, Chief Operating Officer and Executive Vice President at BNY Mellon Asset Management (investment management firm) (2005-2011). Formerly, Chief Operating Officer and Chief Financial Officer at Natixis Global Asset Management (investment management firm) (1997-2004). Formerly, Vice President at Fidelity Investments Institutional Services (investment management firm) (1994-1997). Directorships in the Last Five Years. None. |
| | | |
| | | | | | |
Principal Officers who are not Trustees |
Name and Year of Birth | | Position(s) with the Trust and the Portfolio | | Officer Since(3) | | Principal Occupation(s)
During Past Five Years |
Payson F. Swaffield 1956 | | President of the Trust | | 2003 | | Vice President and Chief Income Investment Officer of EVM and BMR. Also Vice President of Calvert Research and Management (“CRM”). |
| | | |
Edward J. Perkin 1972 | | President of the Portfolio | | 2014 | | Chief Equity Investment Officer and Vice President of EVM and BMR since 2014. Formerly, Chief Investment Officer, International and Emerging Markets Equity, and Managing Director, Portfolio Manager, Europe, EAFE and Global at Goldman Sachs Asset Management (2002-2014). Also Vice President of CRM. |
| | | |
Maureen A. Gemma 1960 | | Vice President, Secretary and Chief Legal Officer | | 2005 | | Vice President of EVM and BMR. Also Vice President of CRM. |
Eaton Vance
Tax-Managed Growth Fund 1.0
December 31, 2017
Management and Organization — continued
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Name and Year of Birth | | Position(s) with the Trust and the Portfolio | | Officer Since(3) | | Principal Occupation(s) During Past Five Years |
Principal Officers who are not Trustees (continued) |
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James F. Kirchner 1967 | | Treasurer | | 2007 | | Vice President of EVM and BMR. Also Vice President of CRM. |
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Richard F. Froio 1968 | | Chief Compliance Officer | | 2017 | | Vice President of EVM and BMR since 2017. Formerly Deputy Chief Compliance Officer (Adviser/Funds) and Chief Compliance Officer (Distribution) at PIMCO (2012-2017) and Managing Director at BlackRock/Barclays Global Investors (2009-2012). |
(1) | Year first appointed to serve as Trustee for a fund in the Eaton Vance family of funds. Each Trustee has served continuously since appointment unless indicated otherwise. |
(2) | During their respective tenures, the Trustees (except for Mmes. Frost and Sutherland and Messrs. Fetting, Gorman and Wennerholm) also served as Board members of one or more of the following funds (which operated in the years noted): eUnitsTM 2 Year U.S. Market Participation Trust: Upside to Cap / Buffered Downside (launched in 2012 and terminated in 2014); eUnitsTM 2 Year U.S. Market Participation Trust II: Upside to Cap / Buffered Downside (launched in 2012 and terminated in 2014); and Eaton Vance National Municipal Income Trust (launched in 1998 and terminated in 2009). However, Ms. Mosley did not serve as a Board member of eUnitsTM 2 Year U.S. Market Participation Trust: Upside to Cap / Buffered Downside (launched in 2012 and terminated in 2014). |
(3) | Year first elected to serve as officer of a fund in the Eaton Vance family of funds when the officer has served continuously. Otherwise, year of most recent election as an officer of a fund in the Eaton Vance family of funds. Titles may have changed since initial election. |
Eaton Vance Funds
IMPORTANT NOTICES
Privacy. The Eaton Vance organization is committed to ensuring your financial privacy. Each of the financial institutions identified below has in effect the following policy (“Privacy Policy”) with respect to nonpublic personal information about its customers:
• | | Only such information received from you, through application forms or otherwise, and information about your Eaton Vance fund transactions will be collected. This may include information such as name, address, social security number, tax status, account balances and transactions. |
• | | None of such information about you (or former customers) will be disclosed to anyone, except as permitted by law (which includes disclosure to employees necessary to service your account). In the normal course of servicing a customer’s account, Eaton Vance may share information with unaffiliated third parties that perform various required services such as transfer agents, custodians and broker-dealers. |
• | | Policies and procedures (including physical, electronic and procedural safeguards) are in place that are designed to protect the confidentiality of such information. |
• | | We reserve the right to change our Privacy Policy at any time upon proper notification to you. Customers may want to review our Privacy Policy periodically for changes by accessing the link on our homepage: www.eatonvance.com. |
Our pledge of privacy applies to the following entities within the Eaton Vance organization: the Eaton Vance Family of Funds, Eaton Vance Management, Eaton Vance Investment Counsel, Eaton Vance Distributors, Inc., Eaton Vance Trust Company, Eaton Vance Management (International) Limited, Eaton Vance Advisers International Ltd., Eaton Vance Management’s Real Estate Investment Group and Boston Management and Research. In addition, our Privacy Policy applies only to those Eaton Vance customers who are individuals and who have a direct relationship with us. If a customer’s account (i.e., fund shares) is held in the name of a third-party financial advisor/broker-dealer, it is likely that only such advisor’s privacy policies apply to the customer. This notice supersedes all previously issued privacy disclosures. For more information about Eaton Vance’s Privacy Policy, please call 1-800-262-1122.
Delivery of Shareholder Documents. The Securities and Exchange Commission (SEC) permits funds to deliver only one copy of shareholder documents, including prospectuses, proxy statements and shareholder reports, to fund investors with multiple accounts at the same residential or post office box address. This practice is often called “householding” and it helps eliminate duplicate mailings to shareholders. Eaton Vance, or your financial advisor, may household the mailing of your documents indefinitely unless you instruct Eaton Vance, or your financial advisor, otherwise. If you would prefer that your Eaton Vance documents not be householded, please contact Eaton Vance at 1-800-262-1122, or contact your financial advisor. Your instructions that householding not apply to delivery of your Eaton Vance documents will typically be effective within 30 days of receipt by Eaton Vance or your financial advisor. Separate statements will be generated for each separate account and will be householded as described above.
Portfolio Holdings. Each Eaton Vance Fund and its underlying Portfolio(s) (if applicable) will file a schedule of portfolio holdings on Form N-Q with the SEC for the first and third quarters of each fiscal year. The Form N-Q will be available on the Eaton Vance website at www.eatonvance.com, by calling Eaton Vance at 1-800-262-1122 or in the EDGAR database on the SEC’s website at www.sec.gov. Form N-Q may also be reviewed and copied at the SEC’s public reference room in Washington, D.C. (call 1-800-732-0330 for information on the operation of the public reference room).
Proxy Voting. From time to time, funds are required to vote proxies related to the securities held by the funds. The Eaton Vance Funds or their underlying Portfolios (if applicable) vote proxies according to a set of policies and procedures approved by the Funds’ and Portfolios’ Boards. You may obtain a description of these policies and procedures and information on how the Funds or Portfolios voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge, upon request, by calling 1-800-262-1122 and by accessing the SEC’s website at www.sec.gov.
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Investment Adviser of Tax-Managed Growth Portfolio
Boston Management and Research
Two International Place
Boston, MA 02110
Administrator of Eaton Vance Tax-Managed Growth Fund 1.0
Eaton Vance Management
Two International Place
Boston, MA 02110
Principal Underwriter*
Eaton Vance Distributors, Inc.
Two International Place
Boston, MA 02110
(617) 482-8260
Custodian
State Street Bank and Trust Company
State Street Financial Center, One Lincoln Street
Boston, MA 02111
Transfer Agent
BNY Mellon Investment Servicing (US) Inc.
Attn: Eaton Vance Funds
P.O. Box 9653
Providence, RI 02940-9653
(800) 262-1122
Independent Registered Public Accounting Firm
Deloitte & Touche LLP
200 Berkeley Street
Boston, MA 02116-5022
Fund Offices
Two International Place
Boston, MA 02110
* | FINRA BrokerCheck. Investors may check the background of their Investment Professional by contacting the Financial Industry Regulatory Authority (FINRA). FINRA BrokerCheck is a free tool to help investors check the professional background of current and former FINRA-registered securities firms and brokers. FINRA BrokerCheck is available by calling 1-800-289-9999 and at www.FINRA.org. The FINRA BrokerCheck brochure describing this program is available to investors at www.FINRA.org. |
![LOGO](https://capedge.com/proxy/N-CSR/0001193125-18-060660/g711243u44053_bwlogo.jpg)
157 12.31.17
Item 2. Code of Ethics
The registrant has adopted a code of ethics applicable to its Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer. The registrant undertakes to provide a copy of such code of ethics to any person upon request, without charge, by calling 1-800-262-1122. The registrant has not amended the code of ethics as described in Form N-CSR during the period covered by this report. The registrant has not granted any waiver, including an implicit waiver, from a provision of the code of ethics as described in Form N-CSR during the period covered by this report.
Item 3. Audit Committee Financial Expert
The registrant’s Board has designated William H. Park, an independent trustee, as its audit committee financial expert. Mr. Park is a certified public accountant who is a private investor. Previously, he served as a consultant, as the Chief Financial Officer of Aveon Group, L.P. (an investment management firm), as the Vice Chairman of Commercial Industrial Finance Corp. (specialty finance company), as President and Chief Executive Officer of Prizm Capital Management, LLC (investment management firm), as Executive Vice President and Chief Financial Officer of United Asset Management Corporation (an institutional investment management firm) and as a Senior Manager at Price Waterhouse (now PricewaterhouseCoopers) (an independent registered public accounting firm).
Item 4. Principal Accountant Fees and Services
Eaton Vance Tax-Managed Growth Fund 1.0 (the “Fund”) is a series of Eaton Vance Series Trust (the “Trust”), a Massachusetts business trust, which, including the Funds, contains a total of 1 series (the “Series”). The Trust is registered under the Investment Company Act of 1940 as an open-end management investment company. This Form N-CSR relates to the Fund’s annual report
Rule 2-01(c)(1)(ii)(A) of Regulation S-X (the “Loan Rule”) prohibits an accounting firm, such as the Trust’s principal accountant, Deloitte & Touche LLP (“D&T”), from having certain financial relationships with their audit clients and affiliated entities. Specifically, the Loan Rule provides, in relevant part, that an accounting firm generally would not be independent if it or a “covered person” of the accounting firm (within the meaning of applicable SEC rules relating to auditor independence) receives a loan from a lender that is a “record or beneficial owner of more than ten percent of the audit client’s equity securities.” Based on information provided to the Audit Committee of the Board of Trustees (the “Audit Committee”) of the Eaton Vance family of funds by D&T, certain relationships between D&T and its affiliates (“Deloitte Entities”) and one or more lenders who are record owners of shares of one or more funds within the Eaton Vance family of funds (the “Funds”) implicate the Loan Rule, calling into question D&T’s independence with respect to the Funds. The Funds are providing this disclosure to explain the facts and circumstances as well as D&T’s conclusions concerning D&T’s objectivity and impartiality with respect to the audits of the Funds notwithstanding the existence of one or more breaches of the Loan Rule.
On June 20, 2016, the U.S. Securities and Exchange Commission (the “SEC”) issued no-action relief to another mutual fund complex (see Fidelity Management & Research Company et al., No-Action Letter (June 20, 2016) (the “No-Action Letter”)) related to an auditor independence issue arising under the Loan Rule. In the No-Action Letter, the SEC indicated that it would not recommend enforcement action against the fund group if the auditor is not in compliance with the Loan Rule provided that: (1) the auditor has complied with PCAOB Rule 3526(b)(1) and 3526(b)(2); (2) the auditor’s non-compliance under the Loan Rule is with respect to certain lending relationships; and (3) notwithstanding such non-compliance, the auditor has concluded that it is objective and impartial with respect to the issues encompassed within its engagement as auditor of the funds.
Based on information provided by D&T to the Audit Committee, the requirements of the No-Action Letter appear to be met with respect to D&T’s lending relationships described above. Among other things, D&T has
advised the Audit Committee of its conclusion that the consequences of the breach of the Loan Rule have been satisfactorily addressed, that D&T’s objectivity and impartiality in the planning and conduct of the audits of the Fund’s financial statements has not been compromised and that, notwithstanding the breach, D&T is in a position to continue as the auditor for the Funds and D&T does not believe any actions need to be taken with respect to previously issued reports by D&T. D&T has advised the Audit Committee that these conclusions were based in part on its consideration of the No-Action Letter and other relevant information communicated to the Audit Committee.
(a)-(d)
The following tables present the aggregate fees billed to the Fund for the Fund’s fiscal years ended December 31, 2016 and December 31, 2017 by D&T for professional services rendered for the audit of the Fund’s annual financial statements and fees billed for other services rendered by D&T during such periods.
Eaton Vance Tax-Managed Growth Fund 1.0
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Fiscal Years Ended | | 12/31/16 | | | 12/31/17 | |
Audit Fees | | $ | 16,510 | | | $ | 16,510 | |
Audit-Related Fees(1) | | $ | 0 | | | $ | 0 | |
Tax Fees(2) | | $ | 7,292 | | | $ | 7,401 | |
All Other Fees(3) | | $ | 0 | | | $ | 0 | |
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Total | | $ | 23,802 | | | $ | 23,911 | |
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(1) | Audit-related fees consist of the aggregate fees billed for assurance and related services that are reasonably related to the performance of the audit of the registrant’s financial statements and are not reported under the category of audit fees. |
(2) | Tax fees consist of the aggregate fees billed for professional services rendered by the principal accountant relating to tax compliance, tax advice, and tax planning and specifically include fees for tax return preparation and other related tax compliance/planning matters. |
(3) | All other fees consist of the aggregate fees billed for products and services provided by the principal accountant other than audit, audit-related, and tax services. |
(e)(1) The registrant’s audit committee has adopted policies and procedures relating to the pre-approval of services provided by the registrant’s principal accountant (the “Pre-Approval Policies”). The Pre-Approval Policies establish a framework intended to assist the audit committee in the proper discharge of its pre-approval responsibilities. As a general matter, the Pre-Approval Policies (i) specify certain types of audit, audit-related, tax, and other services determined to be pre-approved by the audit committee; and (ii) delineate specific procedures governing the mechanics of the pre-approval process, including the approval and monitoring of audit and non-audit service fees. Unless a service is specifically pre-approved under the Pre-Approval Policies, it must be separately pre-approved by the audit committee.
The Pre-Approval Policies and the types of audit and non-audit services pre-approved therein must be reviewed and ratified by the registrant’s audit committee at least annually. The registrant’s audit committee maintains full responsibility for the appointment, compensation, and oversight of the work of the registrant’s principal accountant.
(e)(2) No services described in paragraphs (b)-(d) above were approved by the registrant’s audit committee pursuant to the “de minimis exception” set forth in Rule 2-01 (c)(7)(i)(C) of Regulation S-X.
(f) Not applicable.
(g) The following table presents (i) the aggregate non-audit fees (i.e., fees for audit-related, tax, and other services) billed to the Fund (the only series of the Trust) by D&T for the last two fiscal years of the Fund; and (ii) the aggregate non-audit fees (i.e., fees for audit-related, tax, and other services) billed to the Eaton Vance organization by D&T for the last two fiscal years.
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Fiscal Years Ended | | 12/31/16 | | | 12/31/17 | |
Registrant | | $ | 7,292 | | | $ | 7,401 | |
Eaton Vance(1) | | $ | 46,000 | | | $ | 148,018 | |
(1) | The investment adviser to the Fund, as well as any of its affiliates that provide ongoing services to the Fund, are subsidiaries of Eaton Vance Corp. |
(h) The registrant’s audit committee has considered whether the provision by the registrant’s principal accountant of non-audit services to the registrant’s investment adviser and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant that were not pre-approved pursuant to Rule 2-01(c)(7)(ii) of Regulation S-X is compatible with maintaining the principal accountant’s independence.
Item 5. Audit Committee of Listed Registrants
Not applicable.
Item 6. Schedule of Investments
Please see schedule of investments contained in the Report to Stockholders included under Item 1 of this Form N-CSR.
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies
Not applicable.
Item 8. Portfolio Managers of Closed-End Management Investment Companies
Not applicable.
Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers
Not applicable.
Item 10. Submission of Matters to a Vote of Security Holders
No material changes.
Item 11. Controls and Procedures
(a) It is the conclusion of the registrant’s principal executive officer and principal financial officer that the effectiveness of the registrant’s current disclosure controls and procedures (such disclosure controls and procedures having been evaluated within 90 days of the date of this filing) provide reasonable assurance that the
information required to be disclosed by the registrant has been recorded, processed, summarized and reported within the time period specified in the Commission’s rules and forms and that the information required to be disclosed by the registrant has been accumulated and communicated to the registrant’s principal executive officer and principal financial officer in order to allow timely decisions regarding required disclosure.
(b) There have been no changes in the registrant’s internal controls over financial reporting during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies
Not applicable.
Item 13. Exhibits
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(a)(1) | | Registrant’s Code of Ethics – Not applicable (please see Item 2). |
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(a)(2)(i) | | Treasurer’s Section 302 certification. |
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(a)(2)(ii) | | President’s Section 302 certification. |
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(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 Series Trust
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By: | | /s/ Payson F. Swaffield |
| | Payson F. Swaffield |
| | President |
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Date: | | February 22, 2018 |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
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By: | | /s/ James F. Kirchner |
| | James F. Kirchner |
| | Treasurer |
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Date: | | February 22, 2018 |
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By: | | /s/ Payson F. Swaffield |
| | Payson F. Swaffield |
| | President |
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Date: | | February 22, 2018 |