UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act File Number: 811-22982
Eaton Vance NextShares Trust
(Exact Name of Registrant as Specified in Charter)
Two International Place, Boston, Massachusetts 02110
(Address of Principal Executive Offices)
Maureen A. Gemma
Two International Place, Boston, Massachusetts 02110
(Name and Address of Agent for Services)
(617) 482-8260
(Registrant’s Telephone Number)
October 31
Date of Fiscal Year End
April 30, 2016
Date of Reporting Period
Item 1. Reports to Stockholders
Eaton Vance
Global Income Builder NextShares (EVGBC)
Listing Exchange: The NASDAQ Stock Market LLC
Semiannual Report
April 30, 2016
NextSharesTM is a trademark of NextShares Solutions LLC. Used with permission.
Commodity Futures Trading Commission Registration. Effective December 31, 2012, the Commodity Futures Trading Commission (“CFTC”) adopted certain regulatory changes that subject registered investment companies and advisers to regulation by the CFTC if a fund invests more than a prescribed level of its assets in certain CFTC-regulated instruments (including futures, certain options and swap agreements) or markets itself as providing investment exposure to such instruments. The Fund has claimed an exclusion from the definition of the term “commodity pool operator” under the Commodity Exchange Act. Accordingly, neither the Fund nor the adviser with respect to the operation of the Fund is subject to CFTC regulation. Because of its management of other strategies, the Fund’s adviser is registered with the CFTC as a commodity pool operator and a commodity trading advisor.
Fund shares are not insured by the FDIC and are not deposits or other obligations of, or guaranteed by, any depository institution. Shares are subject to investment risks, including possible loss of principal invested.
This report must be preceded or accompanied by a current summary prospectus or prospectus. Before investing in NextShares, investors should consider carefully the investment objectives, risks, charges and expenses. This and other important information is contained in the prospectus and summary prospectus, which can be obtained from a financial advisor. Prospective investors should read the prospectus carefully before investing. For further information, please call 1-800-262-1122.
Semiannual Report April 30, 2016
Eaton Vance
Global Income Builder NextShares
Table of Contents
| | | | |
Performance | | | 2 | |
| |
Fund Profile | | | 3 | |
| |
Endnotes and Additional Disclosures | | | 4 | |
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Fund Expenses | | | 5 | |
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Financial Statements | | | 6 | |
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Board of Trustees’ Contract Approval | | | 33 | |
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Officers and Trustees | | | 43 | |
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Important Notices | | | 44 | |
Eaton Vance
Global Income Builder NextShares
April 30, 2016
Performance1,2
Portfolio Managers Michael A. Allison, CFA and John H. Croft, CFA, of Eaton Vance and Boston Management and Research; Christopher M. Dyer, CFA and Jeffrey D. Mueller, of Eaton Vance Management (International) Limited
| | | | | | | | | | | | | | | | | | | | |
% Cumulative Total Returns | | Inception Date | | | Six Months | | | One Year | | | Five Years | | | Since Inception | |
Fund at NAV | | | 03/30/2016 | | | | — | | | | — | | | | — | | | | 1.14 | % |
Fund at Market Price | | | — | | | | — | | | | — | | | | — | | | | 1.30 | |
MSCI World Index | | | — | | | | –1.05 | % | | | –4.17 | % | | | 5.96 | % | | | 1.29 | % |
Blended Index | | | — | | | | 0.35 | | | | –2.80 | | | | 5.59 | | | | 1.41 | |
| | | | | |
| | | | | | | | | | | | | | | | | | | | |
% Total Annual Operating Expense Ratios3 | | | | | | | | | | | | | | | |
Gross | | | | | | | | | | | | | | | | | | | 1.04 | % |
Net | | | | | | | | | | | | | | | | | | | 0.90 | |
See Endnotes and Additional Disclosures in this report.
Past performance is no guarantee of future results. Investment return and principal value will fluctuate so that shares, when sold, may be worth more or less than cost. Performance is for the stated time period only; due to market volatility, the Fund’s current performance may be lower or higher than indicated. The Fund’s performance at market price will differ from its results at net asset value (NAV). Returns are historical and are calculated by determining the percentage change in NAV or market price (as applicable) with all distributions reinvested, and are net of management fees and other expenses. Market price returns are based on the Fund’s price at the close of market trading. If you trade your shares at another time during the day, your return may differ. Performance less than or equal to one year is cumulative. For performance as of the most recent month-end, including historical trading premiums/discounts relative to NAV, please refer to eatonvance.com.
Eaton Vance
Global Income Builder NextShares
April 30, 2016
Fund Profile4
Country Allocation (% of net assets)5
Asset Allocation (% of net assets)5
Top 10 Holdings (% of net assets)6
| | | | |
Alphabet, Inc., Class C | | | 2.3 | % |
| |
Wells Fargo & Co. | | | 1.6 | |
| |
Visa, Inc., Class A | | | 1.5 | |
| |
iShares iBoxx $ High Yield Corporate Bond ETF | | | 1.3 | |
| |
Royal Dutch Shell PLC, Class B | | | 1.3 | |
| |
Lowe’s Cos., Inc. | | | 1.2 | |
| |
Synchrony Financial | | | 1.2 | |
| |
Shire PLC | | | 1.1 | |
| |
Prudential PLC | | | 1.1 | |
| |
JPMorgan Chase & Co. | | | 1.1 | |
| |
Total | | | 13.7 | % |
See Endnotes and Additional Disclosures in this report.
Eaton Vance
Global Income Builder NextShares
April 30, 2016
Endnotes and Additional Disclosures
1 | Shares of NextShares funds are traded in the secondary market through a broker, and may not be individually purchased or redeemed from the fund. Buyers and sellers of shares normally transact with each other, rather than with the fund. Market trading prices of NextShares are linked to the fund’s next-computed net asset value (NAV) and will vary from NAV by a market-determined premium or discount, which may be zero. Buyers and sellers of NextShares will not know the value of their purchases and sales until after the fund’s NAV is determined at the end of the trading day. Market trading prices may vary significantly from anticipated levels. NextShares do not offer investors the opportunity to buy and sell intraday based on current (versus end-of-day) determinations of fund value. NextShares trade execution prices will fluctuate based on changes in NAV. Although limit orders may be used to control trading costs, they cannot be used to control or limit trade execution prices. As a new type of fund, NextShares do not have an operating history and may initially be available through a limited number of brokers. There can be no guarantee that an active trading market for NextShares will develop or be maintained, or that their listing will continue unchanged. Buying and selling NextShares may require payment of brokerage commissions and expose transacting shareholders to other trading costs. Frequent trading may detract from realized investment returns. The return on a shareholder’s NextShares investment will be reduced if the shareholder sells shares at a greater discount or narrower premium to NAV than he or she acquired the shares. NextShares funds issue and redeem shares only in specified creation unit quantities in transactions by or through authorized participants. In such transactions, a fund issues and redeems shares in exchange for the basket of securities, other instruments and/or cash that the fund specifies each business day. The basket is not intended to be representative of the fund’s current portfolio positions and may vary significantly from current positions. |
2 | MSCI World Index is an unmanaged index of equity securities in the developed markets. MSCI indexes are net of foreign withholding taxes. Source: MSCI. MSCI data may not be reproduced or used for any other purpose. MSCI provides no warranties, has not prepared or approved this report, and has no liability hereunder. BofA Merrill Lynch Developed Markets High Yield Ex-Subordinated Financial Index is an unmanaged index of global developed market below investment grade corporate bonds and reflects gross returns. BofA Merrill Lynch® indices not for redistribution or other uses; provided “as is”, without warranties, and with no liability. Eaton Vance has prepared this report, BofAML does not endorse it, or guarantee, review, or endorse Eaton Vance’s products. The blended index consists of 65% MSCI World Index and 35% BofA Merrill Lynch Developed Markets High Yield Ex-Subordinated Financial Index. Unless otherwise stated, index returns do not reflect the effect of any applicable sales charges, commissions, expenses, taxes or leverage, as applicable. It is not possible to invest directly in an index. Performance since inception for an index, if presented, is the performance since the Fund’s or oldest share class’ inception, as applicable. |
3 | Source: Fund prospectus. Net expense ratio reflects a contractual expense reimbursement that continues through 2/28/17. Without the reimbursement, performance would have been lower. The expense ratios for the current reporting period can be found in the Financial Highlights section of this report. |
4 | Fund primarily invests in an affiliated investment company (Portfolio) with substantially the same objective(s) and policies as the Fund and may also invest directly. Unless otherwise noted, references to investments are to the aggregate holdings of the Fund and the Portfolio. |
5 | The Portfolio may obtain exposure to certain market segments through investments in exchange-traded funds (ETFs). For purposes of the charts, the Portfolio’s investments in ETFs are included based on the portfolio composition of each ETF. |
6 | Excludes cash and cash equivalents. |
| Fund profile subject to change due to active management. |
Eaton Vance
Global Income Builder NextShares
April 30, 2016
Fund Expenses
Example: As a Fund shareholder, you incur two types of costs: (1) transaction costs, including brokerage commissions on purchases and sales of Fund shares; and (2) ongoing costs, including management fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of Fund investing and to compare these costs with the ongoing costs of investing in other funds. The actual Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (March 30, 2016 – April 30, 2016). The hypothetical expense Example is based on an investment of $1,000 invested for the one-half year period (November 1, 2015 – April 30, 2016).
Actual Expenses: The first section of the table below provides information about actual account values and actual expenses. You may use the information in this section, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first section under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
Hypothetical Example for Comparison Purposes: The second section of the table below provides information about hypothetical account values and hypothetical expenses based on the actual Fund expense ratio and an assumed rate of return of 5% per year (before expenses), which is not the actual Fund return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in your Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as brokerage commissions on purchases and sales of Fund shares. Therefore, the second section of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would be higher.
| | | | | | | | | | | | | | | | |
| | Beginning Account Value (3/30/16) | | | Ending Account Value (4/30/16) | | | Expenses Paid During Period (3/30/16 – 4/30/16) | | | Annualized Expense Ratio | |
| | | | |
| | | | | | | | | | | | | | | | |
Actual* | | | | | | | | | | | | | | | | |
| | $ | 1,000.00 | | | $ | 1,011.40 | | | $ | 0.79 | *** | | | 0.90 | % |
| | | | |
| | | | | | | | | | | | | | | | |
* The Fund had not commenced operations on November 1, 2015. Actual expenses are equal to the Fund’s annualized expense ratio, multiplied by the average account value over the period, multiplied by 32/366 (to reflect the period from commencement of operations on March 30, 2016 to April 30, 2016). The Example assumes that the $1,000 was invested at the net asset value per share determined at the opening of business on March 30, 2016. The Example reflects the expenses of both the Fund and the Portfolio. | |
| | | | |
| | | | | | | | | | | | | | | | |
| | Beginning Account Value (11/1/15) | | | Ending Account Value (4/30/16) | | | Expenses Paid During Period (11/1/15 – 4/30/16) | | | Annualized Expense Ratio | |
| | | | |
| | | | | | | | | | | | | | | | |
Hypothetical** | | | | | | | | | | | | | | | | |
(5% return per year before expenses) | | | | | | | | | | | | | | | | |
| | $ | 1,000.00 | | | $ | 1,020.40 | | | $ | 4.52 | *** | | | 0.90 | % |
** | Hypothetical expenses are equal to the Fund’s annualized expense ratio, multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period). The Example assumes that the $1,000 was invested at the net asset value per share determined at the opening of business on March 30, 2016. The Example reflects the expenses of both the Fund and the Portfolio. |
*** | Absent an allocation of certain expenses to affiliates, expenses would be higher. |
Eaton Vance
Global Income Builder NextShares
April 30, 2016
Statement of Assets and Liabilities (Unaudited)
| | | | |
Assets | | April 30, 2016 | |
Investment in Global Income Builder Portfolio, at value (identified cost, $3,014,893) | | $ | 3,032,829 | |
Cash | | | 551 | |
Receivable from affiliates | | | 11,152 | |
Total assets | | $ | 3,044,532 | |
| |
Liabilities | | | | |
Payable to affiliates: | | | | |
Administration fee | | $ | 242 | |
Trustees’ fees | | | 42 | |
Operations agreement fee | | | 78 | |
Accrued expenses | | | 10,954 | |
Total liabilities | | $ | 11,316 | |
Net Assets | | $ | 3,033,216 | |
| |
Sources of Net Assets | | | | |
Paid-in capital | | $ | 3,022,074 | |
Accumulated net realized loss from Portfolio | | | (17,819 | ) |
Accumulated undistributed net investment income | | | 11,025 | |
Net unrealized appreciation from Portfolio | | | 17,936 | |
Total | | $ | 3,033,216 | |
| |
Net Asset Value Per Share | | | | |
($3,033,216 ÷ 150,000 shares issued and outstanding) | | $ | 20.22 | |
| | | | |
| | 6 | | See Notes to Financial Statements. |
Eaton Vance
Global Income Builder NextShares
April 30, 2016
Statement of Operations (Unaudited)
| | | | |
Investment Income | | Period Ended April 30, 2016(1) | |
Dividends allocated from Portfolio (net of foreign taxes, $3,246) | | $ | 9,666 | |
Interest allocated from Portfolio | | | 2,875 | |
Expenses allocated from Portfolio | | | (1,352 | ) |
Total investment income from Portfolio | | $ | 11,189 | |
| |
Expenses | | | | |
Administration fee | | $ | 242 | |
Operations agreement fee (Note 3) | | | 78 | |
Trustees’ fees and expenses | | | 42 | |
Custodian fee | | | 1,526 | |
Transfer and dividend disbursing agent fees | | | 1,784 | |
Legal and accounting services | | | 3,639 | |
Printing and postage | | | 270 | |
Registration fees | | | 328 | |
Listing fee | | | 2,320 | |
Intraday pricing fee | | | 924 | |
Miscellaneous | | | 163 | |
Total expenses | | $ | 11,316 | |
Deduct — | | | | |
Allocation of expenses to affiliates | | $ | 11,152 | |
Total expense reductions | | $ | 11,152 | |
| |
Net expenses | | $ | 164 | |
| |
Net investment income | | $ | 11,025 | |
| |
Realized and Unrealized Gain (Loss) from Portfolio | | | | |
Net realized gain (loss) — | | | | |
Investment transactions | | $ | (10,361 | ) |
Financial futures contracts | | | (1,696 | ) |
Foreign currency and forward foreign currency exchange contract transactions | | | (5,762 | ) |
Net realized loss | | $ | (17,819 | ) |
Change in unrealized appreciation (depreciation) — | | | | |
Investments | | $ | 14,982 | |
Financial futures contracts | | | 381 | |
Foreign currency and forward foreign currency exchange contracts | | | 2,573 | |
Net change in unrealized appreciation (depreciation) | | $ | 17,936 | |
| |
Net realized and unrealized gain | | $ | 117 | |
| |
Net increase in net assets from operations | | $ | 11,142 | |
(1) | For the period from the start of business, March 30, 2016, to April 30, 2016. |
| | | | |
| | 7 | | See Notes to Financial Statements. |
Eaton Vance
Global Income Builder NextShares
April 30, 2016
Statement of Changes in Net Assets
| | | | |
Increase (Decrease) in Net Assets | | Period Ended April 30, 2016 (Unaudited)(1) | |
From operations — | | | | |
Net investment income | | $ | 11,025 | |
Net realized loss from investment transactions, financial futures contracts, and foreign currency and forward foreign currency exchange contract transactions | | | (17,819 | ) |
Net change in unrealized appreciation (depreciation) from investments, financial futures contracts, foreign currency and forward foreign currency exchange contracts | | | 17,936 | |
Net increase in net assets from operations | | $ | 11,142 | |
Transactions in Fund shares — | | | | |
Proceeds from sale of shares | | $ | 3,021,436 | |
Transaction fees | | | 551 | |
Net increase in net assets from Fund share transactions | | $ | 3,021,987 | |
Other Capital — | | | | |
Portfolio transaction fees allocated from Portfolio | | $ | 87 | |
| |
Net increase in net assets | | $ | 3,033,216 | |
| |
Net Assets | | | | |
At beginning of period | | $ | — | |
At end of period | | $ | 3,033,216 | |
| |
Accumulated undistributed net investment income included in net assets | | | | |
At end of period | | $ | 11,025 | |
| |
Changes in shares outstanding | | | | |
Shares outstanding, beginning of period | | | — | |
Shares sold | | | 150,000 | |
Shares outstanding, end of period | | | 150,000 | |
(1) | For the period from the start of business, March 30, 2016, to April 30, 2016. |
| | | | |
| | 8 | | See Notes to Financial Statements. |
Eaton Vance
Global Income Builder NextShares
April 30, 2016
Financial Highlights
| | | | |
| | Period Ended April 30, 2016 (Unaudited)(1) | |
Net asset value — Beginning of period | | $ | 20.000 | |
| |
Income (Loss) From Operations | | | | |
Net investment income(2) | | $ | 0.115 | |
Net realized and unrealized gain | | | 0.105 | |
| |
Total income from operations | | $ | 0.220 | |
| |
Net asset value — End of period | | $ | 20.220 | |
| |
Total Return on Net Asset Value(3) | | | 1.14 | %(4) |
| |
Ratios/Supplemental Data | | | | |
Net assets, end of period (000’s omitted) | | $ | 3,033 | |
Ratios (as a percentage of average daily net assets):(5) | | | | |
Expenses | | | 0.90 | %(6)(7) |
Net investment income | | | 6.71 | %(6) |
Portfolio Turnover of the Portfolio | | | 20 | %(4)(8) |
(1) | For the period from the start of business, March 30, 2016, to April 30, 2016. |
(2) | Computed using average shares outstanding. |
(3) | Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of a market-determined premium or discount. Investment returns assume that all distributions have been reinvested at net asset value. |
(5) | Includes the Fund’s share of the Portfolio’s allocated expenses. |
(7) | The administrator and sub-adviser reimbursed certain operating expenses (equal to 6.78% of average daily net assets for the period ended April 30, 2016). Absent this reimbursement, total return would be lower. |
(8) | For the period from the Portfolio’s start of business, March 28, 2016, to April 30, 2016. |
| | | | |
| | 9 | | See Notes to Financial Statements. |
Eaton Vance
Global Income Builder NextShares
April 30, 2016
Notes to Financial Statements (Unaudited)
1 Significant Accounting Policies
Eaton Vance Global Income Builder NextShares (the Fund) is a diversified series of Eaton Vance NextShares Trust (the Trust), a Massachusetts business trust registered under the Investment Company Act of 1940, as amended (the 1940 Act). The Fund is an actively managed exchange-traded fund operating pursuant to an order issued by the SEC granting an exemption from certain provisions of the 1940 Act. Individual shares of the Fund may be purchased and sold only on a national securities exchange or alternative trading system through a broker-dealer that offers NextShares, and may not be directly purchased or redeemed from the Fund. Market trading prices for the Fund are directly linked to the Fund’s next-computed net asset value per share (NAV) and will vary from NAV by a market-determined premium or discount, which may be zero. The Fund commenced operations on March 30, 2016. The Fund invests substantially all of its investable assets in interests in Global Income Builder Portfolio (the Portfolio), a Massachusetts business trust having substantially the same investment objective and policies as the Fund. The value of the Fund’s investment in the Portfolio reflects the Fund’s proportionate interest in the net assets of the Portfolio (0.8% at April 30, 2016). The performance of the Fund is directly affected by the performance of the Portfolio. The financial statements of the Portfolio, including the portfolio of investments, are included elsewhere in this report and should be read in conjunction with the Fund’s financial statements.
The following is a summary of significant accounting policies of the Fund. The policies are in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP). The Fund is an investment company and follows accounting and reporting guidance in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946.
A Investment Valuation — Valuation of securities by the Portfolio is discussed in Note 1A of the Portfolio’s Notes to Financial Statements, which are included elsewhere in this report.
B Income — The Fund’s net investment income or loss consists of the Fund’s pro-rata share of the net investment income or loss of the Portfolio, less all actual and accrued expenses of the Fund.
C Federal Taxes — The Fund’s policy is to comply with the provisions of the Internal Revenue Code applicable to regulated investment companies and to distribute to shareholders each year substantially all of its net investment income, and all or substantially all of its net realized capital gains. Accordingly, no provision for federal income or excise tax is necessary.
As of April 30, 2016, the Fund had no uncertain tax positions that would require financial statement recognition, de-recognition, or disclosure. The Fund files a U.S. federal income tax return annually after its fiscal year-end, which is subject to examination by the Internal Revenue Service for a period of three years from the date of filing.
D Expenses — The majority of expenses of the Trust are directly identifiable to an individual fund. Expenses which are not readily identifiable to a specific fund are allocated taking into consideration, among other things, the nature and type of expense and the relative size of the funds.
E Use of Estimates — The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expense during the reporting period. Actual results could differ from those estimates.
F Indemnifications — Under the Trust’s organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the Fund. Under Massachusetts law, if certain conditions prevail, shareholders of a Massachusetts business trust (such as the Trust) could be deemed to have personal liability for the obligations of the Trust. However, the Trust’s Declaration of Trust contains an express disclaimer of liability on the part of Fund shareholders and the By-laws provide that the Trust shall assume the defense on behalf of any Fund shareholders. Moreover, the By-laws also provide for indemnification out of Fund property of any shareholder held personally liable solely by reason of being or having been a shareholder for all loss or expense arising from such liability. Additionally, in the normal course of business, the Fund enters into agreements with service providers that may contain indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred.
G Other — Investment transactions are accounted for on a trade date basis.
H Interim Financial Statements — The interim financial statements relating to April 30, 2016 and for the period then ended have not been audited by an independent registered public accounting firm, but in the opinion of the Fund’s management, reflect all adjustments, consisting only of normal recurring adjustments, necessary for the fair presentation of the financial statements.
2 Distributions to Shareholders and Income Tax Information
It is the present policy of the Fund to make monthly distributions of all or substantially all of its net investment income and to distribute annually all or substantially all of its net realized capital gains. Distributions are paid in cash and cannot be automatically reinvested in additional shares of the Fund. Distributions to shareholders are recorded on the ex-dividend date. Distributions to shareholders are determined in accordance with income tax regulations, which may differ from U.S. GAAP. As required by U.S. GAAP, only distributions in excess of tax basis earnings and profits are reported in the financial
Eaton Vance
Global Income Builder NextShares
April 30, 2016
Notes to Financial Statements (Unaudited) — continued
statements as a return of capital. Permanent differences between book and tax accounting relating to distributions are reclassified to paid-in capital. For tax purposes, distributions from short-term capital gains are considered to be from ordinary income.
3 Investment Adviser and Administration Fee and Other Transactions with Affiliates
The investment adviser fee is earned by Eaton Vance Management (EVM) as compensation for investment advisory services rendered to the Fund. The fee is computed at an annual rate of 0.65% of the Fund’s average daily net assets that are not invested in other investment companies for which EVM or its affiliates serve as investment adviser and receive an advisory fee (“Direct Assets”) up to $500 million and is payable monthly. On Direct Assets of $500 million and over, the annual fee is reduced. Pursuant to an investment sub-advisory agreement, EVM pays Eaton Vance Management (International) Limited (EVMI), an indirect, wholly-owned subsidiary of Eaton Vance Corp. a portion of its investment adviser fee for sub-advisory services provided to the Fund. For the period ended April 30, 2016, the Fund incurred no investment adviser fee on Direct Assets. To the extent the Fund’s assets are invested in the Portfolio, the Fund is allocated its share of the Portfolio’s adviser fee. The Portfolio has engaged Boston Management and Research (BMR), a subsidiary of EVM, to render investment advisory services. See Note 2 of the Portfolio’s Notes to Financial Statements which are included elsewhere in this report. EVM also serves as the administrator of the Fund. The administration fee is earned by EVM as compensation for administrative services rendered to the Fund. The fee is computed at an annual rate of 0.15% of the Fund’s average daily net assets. For the period ended April 30, 2016, the administration fee amounted to $242.
The Trust, on behalf of the Fund, has entered into an operations agreement with EVM pursuant to which EVM provides the Fund with services required for it to operate as a NextShares exchange-traded managed fund in accordance with the exemptive order obtained by EVM and the Trust. Pursuant to the agreement, the Fund pays EVM a monthly fee at an annual rate of 0.05% of the Fund’s average daily net assets provided the average net assets of NextShares funds sponsored by EVM (“Covered Assets”) are less than $10 billion. The annual rate is reduced if Covered Assets are $10 billion and above. For the period ended April 30, 2016, the operations agreement fee amounted to $78 or 0.05% (annualized) of the Fund’s average daily net assets.
EVM and EVMI have agreed to reimburse the Fund’s expenses to the extent that total annual operating expenses (relating to ordinary operating expenses only) exceed 0.90% of the Fund’s average daily net assets through February 28, 2017. Thereafter, the reimbursement may be changed or terminated at any time. Pursuant to this agreement, EVM and EVMI were allocated $11,152 in total of the Fund’s operating expenses for the period ended April 30, 2016.
Trustees and officers of the Fund who are members of EVM’s or BMR’s organizations receive remuneration for their services to the Fund out of the investment adviser fee. Certain officers and Trustees of the Fund and the Portfolio are officers of the above organizations.
4 Investment Transactions
For the period ended April 30, 2016, increases and decreases in the Fund’s investment in the Portfolio aggregated $3,021,436 and $0, respectively. In addition, a Portfolio transaction fee is imposed by the Portfolio on the combined daily inflows or outflows of the Fund and the Portfolio’s other investors as more fully described at Note 1 of the Portfolio’s financial statements included herein. Such fee is allocated to the Fund based on its pro rata interest in the Portfolio. The amount of the Portfolio transaction fee imposed on the Fund, if any, and the allocation of such fee are presented as other capital on the Statement of Changes in Net Assets.
5 Capital Share Transactions
The Trust may issue an unlimited number of shares of capital stock (no par value per share) in one or more series (such as the Fund). The Fund issues and redeems shares only in blocks of 25,000 shares or multiples thereof (“Creation Units”). The Fund issues and redeems Creation Units in return for the securities, other instruments and/or cash (the “Basket”) that the Fund specifies each business day. Creation Units may be purchased or redeemed only by or through Authorized Participants, which are broker-dealers or institutional investors that have entered into agreements with the Fund’s distributor for this purpose. The Fund imposes a transaction fee on Creation Units issued and redeemed to offset the estimated cost to the Fund of processing the transaction, which is paid by the Authorized Participants directly to a third-party administrator. In addition, Authorized Participants pay the Fund a variable charge for converting the Basket to or from the desired portfolio composition. Such variable charges are reflected as transaction fees on the Statement of Changes in Net Assets.
Global Income Builder Portfolio
April 30, 2016
Portfolio of Investments (Unaudited)
| | | | | | | | | | |
Common Stocks — 60.9% | |
| | | |
| | | | | | | | | | |
Security | | | | Shares | | | Value | |
| | | | | | | | | | |
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Aerospace & Defense — 1.1% | |
United Technologies Corp. | | | | | 41,335 | | | $ | 4,314,134 | |
| | | | | | | | | | |
| | | | | | | | $ | 4,314,134 | |
| | | | | | | | | | |
|
Air Freight & Logistics — 0.5% | |
C.H. Robinson Worldwide, Inc. | | | | | 29,930 | | | $ | 2,124,132 | |
| | | | | | | | | | |
| | | | | | | | $ | 2,124,132 | |
| | | | | | | | | | |
|
Banks — 4.5% | |
DNB ASA | | | | | 77,476 | | | $ | 991,416 | |
JPMorgan Chase & Co. | | | | | 69,198 | | | | 4,373,314 | |
Mitsubishi UFJ Financial Group, Inc. | | | | | 633,389 | | | | 2,922,971 | |
Svenska Handelsbanken AB, Class A | | | | | 68,039 | | | | 907,650 | |
U.S. Bancorp | | | | | 50,174 | | | | 2,141,928 | |
Wells Fargo & Co. | | | | | 123,544 | | | | 6,174,729 | |
| | | | | | | | | | |
| | | | | | | | $ | 17,512,008 | |
| | | | | | | | | | |
|
Beverages — 2.5% | |
Anheuser-Busch Inbev NV/SA | | | | | 25,976 | | | $ | 3,222,423 | |
Constellation Brands, Inc., Class A | | | | | 16,376 | | | | 2,555,639 | |
Diageo PLC | | | | | 154,270 | | | | 4,170,859 | |
| | | | | | | | | | |
| | | | | | | | $ | 9,948,921 | |
| | | | | | | | | | |
|
Biotechnology — 1.7% | |
Celgene Corp.(1) | | | | | 34,955 | | | $ | 3,614,697 | |
Gilead Sciences, Inc. | | | | | 34,571 | | | | 3,049,508 | |
| | | | | | | | | | |
| | | | | | | | $ | 6,664,205 | |
| | | | | | | | | | |
|
Capital Markets — 0.7% | |
Credit Suisse Group AG | | | | | 98,895 | | | $ | 1,505,029 | |
Credit Suisse Group AG(2) | | | | | 70,297 | | | | 1,069,812 | |
| | | | | | | | | | |
| | | | | | | | $ | 2,574,841 | |
| | | | | | | | | | |
|
Chemicals — 0.3% | |
BASF SE | | | | | 12,793 | | | $ | 1,058,375 | |
K&S AG | | | | | 7,131 | | | | 177,992 | |
| | | | | | | | | | |
| | | | | | | | $ | 1,236,367 | |
| | | | | | | | | | |
|
Commercial Services & Supplies — 0.5% | |
Brambles, Ltd. | | | | | 228,591 | | | $ | 2,159,086 | |
| | | | | | | | | | |
| | | | | | | | $ | 2,159,086 | |
| | | | | | | | | | |
| | | | | | | | | | |
Security | | | | Shares | | | Value | |
| | | | | | | | | | |
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Construction & Engineering — 0.1% | |
Boskalis Westminster | | | | | 10,078 | | | $ | 420,283 | |
| | | | | | | | | | |
| | | | | | | | $ | 420,283 | |
| | | | | | | | | | |
|
Consumer Finance — 1.9% | |
Discover Financial Services | | | | | 53,234 | | | $ | 2,995,477 | |
Synchrony Financial(1) | | | | | 152,910 | | | | 4,674,459 | |
| | | | | | | | | | |
| | | | | | | | $ | 7,669,936 | |
| | | | | | | | | | |
|
Diversified Financial Services — 0.3% | |
Banca Mediolanum SpA | | | | | 158,090 | | | $ | 1,303,553 | |
| | | | | | | | | | |
| | | | | | | | $ | 1,303,553 | |
| | | | | | | | | | |
|
Diversified Telecommunication Services — 1.1% | |
Nippon Telegraph & Telephone Corp. | | | | | 86,875 | | | $ | 3,887,683 | |
Proximus SADP | | | | | 17,980 | | | | 605,994 | |
| | | | | | | | | | |
| | | | | | | | $ | 4,493,677 | |
| | | | | | | | | | |
|
Electric Utilities — 1.0% | |
NextEra Energy, Inc. | | | | | 31,881 | | | $ | 3,748,568 | |
| | | | | | | | | | |
| | | | | | | | $ | 3,748,568 | |
| | | | | | | | | | |
|
Electrical Equipment — 1.7% | |
Legrand SA | | | | | 64,704 | | | $ | 3,687,979 | |
Nidec Corp. | | | | | 34,202 | | | | 2,506,119 | |
Schneider Electric SE | | | | | 9,753 | | | | 637,725 | |
| | | | | | | | | | |
| | | | | | | | $ | 6,831,823 | |
| | | | | | | | | | |
|
Electronic Equipment, Instruments & Components — 0.9% | |
Keyence Corp. | | | | | 5,741 | | | $ | 3,441,115 | |
| | | | | | | | | | |
| | | | | | | | $ | 3,441,115 | |
| | | | | | | | | | |
|
Energy Equipment & Services — 0.5% | |
Schlumberger, Ltd. | | | | | 24,837 | | | $ | 1,995,405 | |
| | | | | | | | | | |
| | | | | | | | $ | 1,995,405 | |
| | | | | | | | | | |
|
Food Products — 1.3% | |
Kerry Group PLC, Class A | | | | | 23,447 | | | $ | 2,090,827 | |
Mondelez International, Inc., Class A | | | | | 67,369 | | | | 2,894,172 | |
| | | | | | | | | | |
| | | | | | | | $ | 4,984,999 | |
| | | | | | | | | | |
|
Health Care Equipment & Supplies — 0.8% | |
Medtronic PLC | | | | | 41,437 | | | $ | 3,279,739 | |
| | | | | | | | | | |
| | | | | | | | $ | 3,279,739 | |
| | | | | | | | | | |
| | | | |
| | 12 | | See Notes to Financial Statements. |
Global Income Builder Portfolio
April 30, 2016
Portfolio of Investments (Unaudited) — continued
| | | | | | | | | | |
Security | | | | Shares | | | Value | |
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|
Hotels, Restaurants & Leisure — 1.0% | |
Accor SA | | | | | 93,191 | | | $ | 4,126,800 | |
| | | | | | | | | | |
| | | | | | | | $ | 4,126,800 | |
| | | | | | | | | | |
|
Household Durables — 0.8% | |
Newell Brands, Inc. | | | | | 72,102 | | | $ | 3,283,525 | |
| | | | | | | | | | |
| | | | | | | | $ | 3,283,525 | |
| | | | | | | | | | |
|
Household Products — 0.8% | |
Reckitt Benckiser Group PLC | | | | | 31,658 | | | $ | 3,084,089 | |
| | | | | | | | | | |
| | | | | | | | $ | 3,084,089 | |
| | | | | | | | | | |
|
Industrial Conglomerates — 1.0% | |
General Electric Co. | | | | | 128,607 | | | $ | 3,954,665 | |
| | | | | | | | | | |
| | | | | | | | $ | 3,954,665 | |
| | | | | | | | | | |
|
Insurance — 3.7% | |
Allianz SE | | | | | 5,715 | | | $ | 972,281 | |
AXA SA | | | | | 37,855 | | | | 955,824 | |
Chubb, Ltd. | | | | | 35,219 | | | | 4,150,911 | |
Prudential PLC | | | | | 222,213 | | | | 4,386,380 | |
SCOR SE | | | | | 16,751 | | | | 570,634 | |
St. James’s Place PLC | | | | | 212,327 | | | | 2,695,213 | |
Swiss Re AG | | | | | 9,727 | | | | 864,522 | |
| | | | | | | | | | |
| | | | | | | | $ | 14,595,765 | |
| | | | | | | | | | |
|
Internet Software & Services — 3.5% | |
Alibaba Group Holding, Ltd. ADR(1) | | | | | 21,553 | | | $ | 1,658,288 | |
Alphabet, Inc., Class C(1)(3) | | | | | 13,143 | | | | 9,108,230 | |
Facebook, Inc., Class A(1) | | | | | 27,240 | | | | 3,202,879 | |
| | | | | | | | | | |
| | | | | | | | $ | 13,969,397 | |
| | | | | | | | | | |
|
IT Services — 1.9% | |
Visa, Inc., Class A | | | | | 74,779 | | | $ | 5,775,930 | |
Worldpay Group PLC(1)(4) | | | | | 415,352 | | | | 1,619,911 | |
| | | | | | | | | | |
| | | | | | | | $ | 7,395,841 | |
| | | | | | | | | | |
|
Machinery — 0.5% | |
Alfa Laval AB | | | | | 22,279 | | | $ | 351,520 | |
Kubota Corp. | | | | | 78,775 | | | | 1,147,504 | |
Melrose Industries PLC | | | | | 81,996 | | | | 448,019 | |
| | | | | | | | | | |
| | | | | | | | $ | 1,947,043 | |
| | | | | | | | | | |
| | | | | | | | | | |
Security | | | | Shares | | | Value | |
| | | | | | | | | | |
|
Media — 1.4% | |
ITV PLC | | | | | 182,934 | | | $ | 602,998 | |
Pearson PLC | | | | | 74,897 | | | | 882,548 | |
Time Warner, Inc. | | | | | 51,893 | | | | 3,899,240 | |
| | | | | | | | | | |
| | | | | | | | $ | 5,384,786 | |
| | | | | | | | | | |
|
Multi-Utilities — 1.3% | |
Engie SA | | | | | 38,345 | | | $ | 632,441 | |
National Grid PLC | | | | | 146,925 | | | | 2,096,416 | |
Sempra Energy | | | | | 12,964 | | | | 1,339,829 | |
Suez Environnement Co. | | | | | 13,735 | | | | 253,131 | |
Veolia Environnement SA | | | | | 26,591 | | | | 653,223 | |
| | | | | | | | | | |
| | | | | | | | $ | 4,975,040 | |
| | | | | | | | | | |
|
Multiline Retail — 0.5% | |
Dollar General Corp. | | | | | 22,532 | | | $ | 1,845,596 | |
| | | | | | | | | | |
| | | | | | | | $ | 1,845,596 | |
| | | | | | | | | | |
|
Oil, Gas & Consumable Fuels — 3.6% | |
Anadarko Petroleum Corp. | | | | | 65,329 | | | $ | 3,446,758 | |
Chevron Corp. | | | | | 25,535 | | | | 2,609,166 | |
Occidental Petroleum Corp. | | | | | 37,833 | | | | 2,899,900 | |
Royal Dutch Shell PLC, Class B | | | | | 194,476 | | | | 5,105,942 | |
| | | | | | | | | | |
| | | | | | | | $ | 14,061,766 | |
| | | | | | | | | | |
|
Paper & Forest Products — 0.2% | |
Stora Enso Oyj | | | | | 68,895 | | | $ | 602,355 | |
| | | | | | | | | | |
| | | | | | | | $ | 602,355 | |
| | | | | | | | | | |
|
Personal Products — 1.0% | |
Estee Lauder Cos., Inc. (The), Class A | | | | | 41,671 | | | $ | 3,994,999 | |
| | | | | | | | | | |
| | | | | | | | $ | 3,994,999 | |
| | | | | | | | | | |
|
Pharmaceuticals — 6.3% | |
Allergan PLC(1) | | | | | 8,160 | | | $ | 1,767,130 | |
Bayer AG | | | | | 37,012 | | | | 4,277,361 | |
Eli Lilly & Co. | | | | | 53,671 | | | | 4,053,771 | |
Novo Nordisk A/S, Class B | | | | | 56,154 | | | | 3,135,322 | |
Roche Holding AG PC | | | | | 13,254 | | | | 3,353,384 | |
Sanofi | | | | | 7,385 | | | | 608,720 | |
Shire PLC | | | | | 71,617 | | | | 4,469,046 | |
Teva Pharmaceutical Industries, Ltd. ADR | | | | | 55,963 | | | | 3,047,185 | |
| | | | | | | | | | |
| | | | | | | | $ | 24,711,919 | |
| | | | | | | | | | |
| | | | |
| | 13 | | See Notes to Financial Statements. |
Global Income Builder Portfolio
April 30, 2016
Portfolio of Investments (Unaudited) — continued
| | | | | | | | | | |
Security | | | | Shares | | | Value | |
| | | | | | | | | | |
|
Professional Services — 0.9% | |
Verisk Analytics, Inc.(1) | | | | | 45,309 | | | $ | 3,515,072 | |
| | | | | | | | | | |
| | | | | | | | $ | 3,515,072 | |
| | | | | | | | | | |
|
Real Estate Investment Trusts (REITs) — 0.8% | |
Equity Residential | | | | | 45,995 | | | $ | 3,130,880 | |
| | | | | | | | | | |
| | | | | | | | $ | 3,130,880 | |
| | | | | | | | | | |
|
Road & Rail — 0.9% | |
Union Pacific Corp. | | | | | 39,062 | | | $ | 3,407,378 | |
| | | | | | | | | | |
| | | | | | | | $ | 3,407,378 | |
| | | | | | | | | | |
|
Semiconductors & Semiconductor Equipment — 1.7% | |
ASML Holding NV | | | | | 39,285 | | | $ | 3,797,122 | |
Infineon Technologies AG | | | | | 212,814 | | | | 3,036,339 | |
| | | | | | | | | | |
| | | | | | | | $ | 6,833,461 | |
| | | | | | | | | | |
|
Specialty Retail — 2.6% | |
Dixons Carphone PLC | | | | | 288,416 | | | $ | 1,795,374 | |
Hennes & Mauritz AB, Class B | | | | | 26,668 | | | | 949,657 | |
Industria de Diseno Textil SA | | | | | 86,122 | | | | 2,771,885 | |
Lowe’s Cos., Inc. | | | | | 64,459 | | | | 4,900,173 | |
| | | | | | | | | | |
| | | | | | | | $ | 10,417,089 | |
| | | | | | | | | | |
|
Technology Hardware, Storage & Peripherals — 0.5% | |
Apple, Inc. | | | | | 20,061 | | | $ | 1,880,518 | |
| | | | | | | | | | |
| | | | | | | | $ | 1,880,518 | |
| | | | | | | | | | |
|
Textiles, Apparel & Luxury Goods — 1.9% | |
LVMH Moet Hennessy Louis Vuitton SE | | | | | 18,711 | | | $ | 3,117,468 | |
NIKE, Inc., Class B | | | | | 38,073 | | | | 2,244,023 | |
Pandora A/S | | | | | 14,866 | | | | 1,932,766 | |
| | | | | | | | | | |
| | | | | | | | $ | 7,294,257 | |
| | | | | | | | | | |
|
Tobacco — 2.1% | |
Imperial Brands PLC | | | | | 55,584 | | | $ | 3,022,280 | |
Reynolds American, Inc. | | | | | 82,691 | | | | 4,101,474 | |
Swedish Match AB | | | | | 33,276 | | | | 1,056,906 | |
| | | | | | | | | | |
| | | | | | | | $ | 8,180,660 | |
| | | | | | | | | | |
| | | | | | | | | | |
Security | | | | Shares | | | Value | |
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Wireless Telecommunication Services — 0.6% | |
Vodafone Group PLC | | | | | 732,080 | | | $ | 2,358,643 | |
| | | | | | | | | | |
| | | | | | | | $ | 2,358,643 | |
| | | | | | | | | | |
| |
Total Common Stocks (identified cost $226,900,937) | | | $ | 239,654,336 | |
| | | | | | | | | | |
|
Preferred Stocks — 5.8% | |
| | | |
| | | | | | | | | | |
Security | | | | Shares | | | Value | |
|
Banks — 3.1% | |
AgriBank FCB, 6.875% to 1/1/24(5) | | | | | 9,798 | | | $ | 1,041,344 | |
Barclays Bank PLC, 8.25% to 12/15/18(5) | | | | | 1,180 | | | | 1,199,845 | |
CoBank ACB, Series F, 6.25% to 10/1/22(5) | | | | | 8,600 | | | | 885,262 | |
Farm Credit Bank of Texas, 6.75% to 9/15/23(5) | | | | | 1,115 | | | | 120,316 | |
Farm Credit Bank of Texas, Series 1, 10.00% | | | | | 230 | | | | 283,188 | |
Fifth Third Bancorp, Series H, 5.10% to 6/30/23(5) | | | | | 460 | | | | 429,713 | |
Huntington Bancshares, Inc., Series A, 8.50% (Convertible) | | | | | 400 | | | | 547,798 | |
JPMorgan Chase & Co., Series X, 6.10% to 10/1/24(5) | | | | | 353 | | | | 363,748 | |
KeyCorp, Series A, 7.75% (Convertible) | | | | | 6,109 | | | | 804,403 | |
Lloyds Banking Group PLC, 6.657% to 5/21/37(4)(5) | | | | | 335 | | | | 375,185 | |
Regions Financial Corp., Series A, 6.375% | | | | | 36,746 | | | | 962,745 | |
Royal Bank of Scotland Group PLC, Series L, 5.75% | | | | | 31,166 | | | | 754,217 | |
Standard Chartered PLC, 7.014% to 7/30/37(4)(5) | | | | | 2.49 | | | | 258,492 | |
SunTrust Banks, Inc., Series E, 5.875% | | | | | 34,002 | | | | 892,552 | |
Texas Capital Bancshares, Inc., 6.50% | | | | | 20,005 | | | | 497,124 | |
Texas Capital Bancshares, Inc., Series A, 6.50% | | | | | 14,549 | | | | 345,830 | |
Webster Financial Corp., Series E, 6.40% | | | | | 20,335 | | | | 532,523 | |
Wells Fargo & Co., Series L, 7.50% (Convertible) | | | | | 890 | | | | 1,108,940 | |
Zions Bancorporation, Series I, 5.80% to 9/15/23(5) | | | | | 88 | | | | 86,202 | |
Zions Bancorporation, Series J, 7.20% to 9/15/23(5) | | | | | 619 | | | | 664,541 | |
| | | | | | | | | | |
| | | | | | | | $ | 12,153,968 | |
| | | | | | | | | | |
|
Capital Markets — 0.3% | |
KKR & Co., LP, Series A, 6.75% | | | | | 7,197 | | | $ | 184,099 | |
Morgan Stanley, Series G, 6.625% | | | | | 35,777 | | | | 967,410 | |
| | | | | | | | | | |
| | | | | | | | $ | 1,151,509 | |
| | | | | | | | | | |
|
Consumer Finance — 0.4% | |
Capital One Financial Corp., Series B, 6.00% | | | | | 37,300 | | | $ | 966,070 | |
SLM Corp., Series B, 2.334%(6) | | | | | 10,280 | | | | 453,749 | |
| | | | | | | | | | |
| | | | | | | | $ | 1,419,819 | |
| | | | | | | | | | |
| | | | |
| | 14 | | See Notes to Financial Statements. |
Global Income Builder Portfolio
April 30, 2016
Portfolio of Investments (Unaudited) — continued
| | | | | | | | | | |
Security | | | | Shares | | | Value | |
| | | | | | | | | | |
|
Diversified Financial Services — 0.2% | |
KKR Financial Holdings, LLC, Series A, 7.375% | | | | | 30,000 | | | $ | 785,625 | |
| | | | | | | | | | |
| | | | | | | | $ | 785,625 | |
| | | | | | | | | | |
|
Electric Utilities — 0.4% | |
AES Gener SA, 8.375% to 6/18/19(4)(5) | | | | | 515 | | | $ | 554,229 | |
NextEra Energy Capital Holdings, Inc., Series G, 5.70% | | | | | 5,893 | | | | 153,522 | |
NextEra Energy Capital Holdings, Inc., Series I, 5.125% | | | | | 9,163 | | | | 233,198 | |
Southern Co. (The), 6.25% | | | | | 22,549 | | | | 610,402 | |
| | | | | | | | | | |
| | | | | | | | $ | 1,551,351 | |
| | | | | | | | | | |
|
Food Products — 0.3% | |
Dairy Farmers of America, 7.875%(4) | | | | | 4,700 | | | $ | 500,110 | |
Land O’Lakes, Inc., 8.00%(4) | | | | | 635 | | | | 662,922 | |
Ocean Spray Cranberries, Inc., 6.25%(4) | | | | | 540 | | | | 46,896 | |
| | | | | | | | | | |
| | | | | | | | $ | 1,209,928 | |
| | | | | | | | | | |
|
Machinery — 0.2% | |
Stanley Black & Decker, Inc., 5.75% | | | | | 36,888 | | | $ | 976,381 | |
| | | | | | | | | | |
| | | | | | | | $ | 976,381 | |
| | | | | | | | | | |
|
Multi-Utilities — 0.1% | |
DTE Energy Co., Series C, 5.25% | | | | | 9,407 | | | $ | 243,735 | |
| | | | | | | | | | |
| | | | | | | | $ | 243,735 | |
| | | | | | | | | | |
|
Pipelines — 0.2% | |
NuStar Logistics LP, 7.625% to 1/15/18(5) | | | | | 29,220 | | | $ | 713,333 | |
| | | | | | | | | | |
| | | | | | | | $ | 713,333 | |
| | | | | | | | | | |
|
Real Estate Investment Trusts (REITs) — 0.4% | |
Cedar Realty Trust, Inc., Series B, 7.25% | | | | | 5,850 | | | $ | 151,222 | |
DDR Corp., Series J, 6.50% | | | | | 25,300 | | | | 664,378 | |
DDR Corp., Series K, 6.25% | | | | | 6,500 | | | | 172,000 | |
Vornado Realty Trust, Series K, 5.70% | | | | | 21,500 | | | | 552,980 | |
| | | | | | | | | | |
| | | | | | | | $ | 1,540,580 | |
| | | | | | | | | | |
|
Thrifts & Mortgage Finance — 0.2% | |
EverBank Financial Corp., Series A, 6.75% | | | | | 37,000 | | | $ | 950,900 | |
| | | | | | | | | | |
| | | | | | | | $ | 950,900 | |
| | | | | | | | | | |
| |
Total Preferred Stocks (identified cost $22,034,566) | | | $ | 22,697,129 | |
| | | | | | | | | | |
| | | | | | | | | | |
Corporate Bonds & Notes — 27.4% | |
| | | |
| | | | | | | | | | |
Security | | | | Principal Amount* (000’s omitted) | | | Value | |
| | | | | | | | | | |
|
Aerospace & Defense — 0.4% | |
Aerojet Rocketdyne Holdings, Inc., 7.125%, 3/15/21 | | | | | 400 | | | $ | 422,074 | |
Textron Financial Corp., 6.00% to 2/15/17, 2/15/67(4)(5) | | | | | 335 | | | | 235,337 | |
TransDigm, Inc., 6.00%, 7/15/22 | | | | | 1,000 | | | | 1,017,200 | |
| | | | | | | | | | |
| | | | | | | | $ | 1,674,611 | |
| | | | | | | | | | |
|
Auto Components — 0.5% | |
Aston Martin Capital, Ltd., 9.25%, 7/15/18(7) | | GBP | | | 650 | | | $ | 978,241 | |
Jaguar Land Rover Automotive PLC, 5.00%, 2/15/22(7) | | GBP | | | 650 | | | | 983,914 | |
| | | | | | | | | | |
| | | | | | | | $ | 1,962,155 | |
| | | | | | | | | | |
|
Automobiles — 0.1% | |
FTE Verwaltungs GmbH, 9.00%, 7/15/20(7) | | EUR | | | 400 | | | $ | 485,673 | |
| | | | | | | | | | |
| | | | | | | | $ | 485,673 | |
| | | | | | | | | | |
|
Banks — 2.0% | |
Banco do Brasil SA, 9.00% to 6/18/24, 6/29/49(4)(5) | | | | | 465 | | | $ | 335,963 | |
Bank of America Corp., Series AA, 6.10% to 3/17/25, 12/29/49(5) | | | | | 843 | | | | 844,581 | |
BNP Paribas SA, 7.375% to 8/19/25, 12/29/49(4)(5) | | | | | 835 | | | | 825,606 | |
Caixa Economica Federal, 7.25% to 7/23/19, 7/23/24(4)(5) | | | | | 430 | | | | 374,100 | |
Citigroup, Inc., Series T, 6.25% to 8/15/26, 12/29/49(5) | | | | | 558 | | | | 574,740 | |
Credit Agricole SA, 7.875% to 1/23/24, 1/29/49(4)(5) | | | | | 917 | | | | 884,679 | |
Credit Suisse Group AG, 6.25% to 12/18/24, 12/29/49(4)(5) | | | | | 675 | | | | 623,104 | |
Deutsche Bank AG, 7.50% to 4/30/25, 12/29/49(5) | | | | | 520 | | | | 460,525 | |
JPMorgan Chase & Co., Series S, 6.75% to 2/1/24, 1/29/49(5) | | | | | 135 | | | | 149,526 | |
JPMorgan Chase & Co., Series Z, 5.30% to 5/1/20, 12/29/49(5) | | | | | 1,268 | | | | 1,271,170 | |
Lloyds Banking Group PLC, 7.50% to 6/27/24, 4/30/49(5) | | | | | 298 | | | | 296,212 | |
Royal Bank of Scotland Group PLC, 8.00% to 8/10/25, 12/29/49(5) | | | | | 550 | | | | 528,515 | |
Societe Generale SA, 8.25% to 11/29/18, 9/29/49(5)(7) | | | | | 854 | | | | 876,418 | |
| | | | | | | | | | |
| | | | | | | | $ | 8,045,139 | |
| | | | | | | | | | |
|
Building Products — 0.8% | |
Builders FirstSource, Inc., 7.625%, 6/1/21(4) | | | | | 215 | | | $ | 227,362 | |
Reliance Intermediate Holdings, L.P., 6.50%, 4/1/23(4) | | | | | 1,000 | | | | 1,050,000 | |
Standard Industries, Inc., 5.125%, 2/15/21(4) | | | | | 60 | | | | 62,700 | |
Standard Industries, Inc., 5.50%, 2/15/23(4) | | | | | 115 | | | | 120,894 | |
Standard Industries, Inc., 6.00%, 10/15/25(4) | | | | | 500 | | | | 541,250 | |
TRI Pointe Group, Inc./TRI Pointe Homes, Inc., 5.875%, 6/15/24 | | | | | 600 | | | | 606,000 | |
| | | | |
| | 15 | | See Notes to Financial Statements. |
Global Income Builder Portfolio
April 30, 2016
Portfolio of Investments (Unaudited) — continued
| | | | | | | | | | |
Security | | | | Principal Amount* (000’s omitted) | | | Value | |
| | | | | | | | | | |
|
Building Products (continued) | |
USG Corp., 5.875%, 11/1/21(4) | | | | | 500 | | | $ | 528,815 | |
| | | | | | | | | | |
| | | | | | | | $ | 3,137,021 | |
| | | | | | | | | | |
|
Capital Markets — 0.3% | |
HRG Group, Inc., 7.875%, 7/15/19 | | | | | 1,000 | | | $ | 1,057,500 | |
| | | | | | | | | | |
| | | | | | | | $ | 1,057,500 | |
| | | | | | | | | | |
|
Casino & Gaming — 0.0%(8) | |
GLP Capital, L.P./GLP Financing II, Inc., 4.375%, 4/15/21 | | | | | 30 | | | $ | 30,750 | |
GLP Capital, L.P./GLP Financing II, Inc., 5.375%, 4/15/26 | | | | | 110 | | | | 114,813 | |
| | | | | | | | | | |
| | | | | | | | $ | 145,563 | |
| | | | | | | | | | |
|
Chemicals — 0.4% | |
Platform Specialty Products Corp., 6.50%, 2/1/22(4) | | | | | 1,000 | | | $ | 885,000 | |
PQ Corp., 6.75%, 11/15/22(4)(9) | | | | | 35 | | | | 36,137 | |
W.R. Grace & Co., 5.125%, 10/1/21(4) | | | | | 750 | | | | 787,125 | |
| | | | | | | | | | |
| | | | | | | | $ | 1,708,262 | |
| | | | | | | | | | |
|
Commercial Services & Supplies — 1.7% | |
Befesa Zinc SAU Via Zinc Capital SA, 8.875%, 5/15/18(7) | | EUR | | | 900 | | | $ | 1,037,373 | |
Clean Harbors, Inc., 5.125%, 6/1/21 | | | | | 400 | | | | 405,000 | |
Covanta Holding Corp., 5.875%, 3/1/24 | | | | | 500 | | | | 497,500 | |
ExamWorks Group, Inc., 5.625%, 4/15/23 | | | | | 500 | | | | 538,125 | |
GFL Environmental, Inc., 9.875%, 2/1/21(4) | | | | | 50 | | | | 53,000 | |
Loxam SAS, 3.50%, 5/3/23(7)(9) | | EUR | | | 615 | | | | 709,030 | |
Nord Anglia Education Finance, LLC, 5.75%, 7/15/22(7) | | CHF | | | 900 | | | | 978,057 | |
Prime Security Services Borrower, LLC/Prime Finance, Inc., 9.25%, 5/15/23(4)(9) | | | | | 215 | | | | 224,138 | |
ServiceMaster Co., LLC (The), 7.45%, 8/15/27 | | | | | 550 | | | | 554,125 | |
TeamHealth, Inc., 7.25%, 12/15/23(4) | | | | | 500 | | | | 532,187 | |
Verisure Holding AB, 6.00%, 11/1/22(7) | | EUR | | | 850 | | | | 1,047,117 | |
| | | | | | | | | | |
| | | | | | | | $ | 6,575,652 | |
| | | | | | | | | | |
|
Communications Equipment — 0.1% | |
Riverbed Technology, Inc., 8.875%, 3/1/23(4) | | | | | 535 | | | $ | 540,350 | |
| | | | | | | | | | |
| | | | | | | | $ | 540,350 | |
| | | | | | | | | | |
|
Consumer Finance — 0.4% | |
Ally Financial, Inc., 8.00%, 12/31/18 | | | | | 550 | | | $ | 602,937 | |
CPUK Finance, Ltd., 7.00%, 2/28/42(7) | | GBP | | | 650 | | | | 994,624 | |
| | | | | | | | | | |
| | | | | | | | $ | 1,597,561 | |
| | | | | | | | | | |
| | | | | | | | | | |
Security | | | | Principal Amount* (000’s omitted) | | | Value | |
| | | | | | | | | | |
|
Containers & Packaging — 1.1% | |
Ardagh Packaging Finance PLC/Ardagh Holdings USA, Inc, 6.75%, 5/15/24(7)(9) | | EUR | | | 945 | | | $ | 1,082,073 | |
Ball Corp., 4.375%, 12/15/23 | | EUR | | | 850 | | | | 1,060,889 | |
Horizon Holdings I SASU, 7.25%, 8/1/23(7) | | EUR | | | 850 | | | | 1,043,856 | |
Smurfit Kappa Acquisitions, 2.75%, 2/1/25(7) | | EUR | | | 850 | | | | 973,147 | |
| | | | | | | | | | |
| | | | | | | | $ | 4,159,965 | |
| | | | | | | | | | |
|
Distributors — 0.5% | |
Alliance Automotive Finance PLC, 6.25%, 12/1/21(7) | | EUR | | | 850 | | | $ | 1,046,611 | |
HD Supply, Inc., 5.75%, 4/15/24(4) | | | | | 65 | | | | 68,331 | |
LKQ Italia Bondco SpA, 3.875%, 4/1/24(7) | | EUR | | | 600 | | | | 718,806 | |
| | | | | | | | | | |
| | | | | | | | $ | 1,833,748 | |
| | | | | | | | | | |
|
Diversified Financial Services — 0.8% | |
Aircastle, Ltd., 5.00%, 4/1/23 | | | | | 75 | | | $ | 76,549 | |
Argos Merger Sub, Inc., 7.125%, 3/15/23(4) | | | | | 500 | | | | 512,500 | |
Arrow Global Finance PLC, 4.75%, 5/1/23(5)(7) | | EUR | | | 1,270 | | | | 1,455,014 | |
CIT Group, Inc., 5.25%, 3/15/18 | | | | | 500 | | | | 516,875 | |
Leucadia National Corp., 6.625%, 10/23/43 | | | | | 494 | | | | 399,764 | |
| | | | | | | | | | |
| | | | | | | | $ | 2,960,702 | |
| | | | | | | | | | |
|
Diversified Telecommunication Services — 0.4% | |
CenturyLink, Inc., 5.80%, 3/15/22 | | | | | 500 | | | $ | 495,625 | |
CenturyLink, Inc., 7.50%, 4/1/24 | | | | | 100 | | | | 100,500 | |
Koninklijke KPN NV, 7.00% to 3/28/23, 3/28/73(4)(5) | | | | | 875 | | | | 937,212 | |
Zayo Group, LLC/Zayo Capital, Inc., 6.375%, 5/15/25(4) | | | | | 65 | | | | 67,925 | |
| | | | | | | | | | |
| | | | | | | | $ | 1,601,262 | |
| | | | | | | | | | |
|
Electric Utilities — 0.9% | |
AES Corp. (The), 5.50%, 3/15/24 | | | | | 550 | | | $ | 559,625 | |
Dynegy, Inc., 7.375%, 11/1/22 | | | | | 550 | | | | 545,875 | |
Enel SpA, 8.75% to 9/24/23, 9/24/73(4)(5) | | | | | 995 | | | | 1,150,469 | |
NRG Yield Operating, LLC, 5.375%, 8/15/24 | | | | | 500 | | | | 472,500 | |
PPL Capital Funding, Inc., Series A, 6.70% to 3/30/17, 3/30/67(5) | | | | | 604 | | | | 467,433 | |
Southern Water Greensand Financing PLC, 8.50%, 4/15/19(7) | | GBP | | | 200 | | | | 327,170 | |
| | | | | | | | | | |
| | | | | | | | $ | 3,523,072 | |
| | | | | | | | | | |
|
Electronic Equipment, Instruments & Components — 0.5% | |
Manitowoc Foodservice, Inc., 9.50%, 2/15/24(4) | | | | | 215 | | | $ | 238,650 | |
Rapid Holding GmbH, 6.625%, 11/15/20(7) | | EUR | | | 850 | | | | 1,031,700 | |
Zebra Technologies Corp., 7.25%, 10/15/22 | | | | | 750 | | | | 815,700 | |
| | | | | | | | | | |
| | | | | | | | $ | 2,086,050 | |
| | | | | | | | | | |
| | | | |
| | 16 | | See Notes to Financial Statements. |
Global Income Builder Portfolio
April 30, 2016
Portfolio of Investments (Unaudited) — continued
| | | | | | | | | | |
Security | | | | Principal Amount* (000’s omitted) | | | Value | |
| | | | | | | | | | |
|
Energy Equipment & Services — 0.0%(8) | |
Abengoa Finance S.A.U., 7.75%, 2/1/20(4)(10) | | | | | 467 | | | $ | 39,695 | |
| | | | | | | | | | |
| | | | | | | | $ | 39,695 | |
| | | | | | | | | | |
|
Food Products — 0.4% | |
Dean Foods Co., 6.50%, 3/15/23(4) | | | | | 1,000 | | | $ | 1,052,500 | |
Fresh Market, Inc. (The), 9.75%, 5/1/23(4) | | | | | 175 | | | | 172,812 | |
Land O’ Lakes, Inc., 8.00%, 12/29/49(4) | | | | | 240 | | | | 244,800 | |
TreeHouse Foods, Inc., 6.00%, 2/15/24(4) | | | | | 180 | | | | 192,375 | |
| | | | | | | | | | |
| | | | | | | | $ | 1,662,487 | |
| | | | | | | | | | |
|
Food Service — 0.3% | |
Agrokor d.d., 8.875%, 2/1/20(4) | | | | | 1,000 | | | $ | 1,070,000 | |
| | | | | | | | | | |
| | | | | | | | $ | 1,070,000 | |
| | | | | | | | | | |
|
Health Care Equipment & Supplies — 2.3% | |
Alere, Inc., 6.375%, 7/1/23(4) | | | | | 1,020 | | | $ | 1,042,950 | |
Alere, Inc., 6.50%, 6/15/20 | | | | | 40 | | | | 39,700 | |
AmSurg Corp., 5.625%, 7/15/22 | | | | | 1,000 | | | | 1,030,000 | |
Centene Corp., 5.625%, 2/15/21(4) | | | | | 90 | | | | 94,725 | |
Centene Corp., 6.125%, 2/15/24(4) | | | | | 90 | | | | 94,725 | |
Cerberus Nightingale 1 S.a.r.l., 8.25%, 2/1/20(7) | | EUR | | | 850 | | | | 1,006,268 | |
CHS/Community Health Systems, Inc., 6.875%, 2/1/22 | | | | | 500 | | | | 457,187 | |
Ephios Bondco PLC, 6.25%, 7/1/22(7) | | EUR | | | 850 | | | | 1,038,893 | |
HCA, Inc., 5.875%, 2/15/26 | | | | | 750 | | | | 780,000 | |
Hill-Rom Holdings, Inc., 5.75%, 9/1/23(4) | | | | | 250 | | | | 260,000 | |
Jaguar Holding Co. II/Pharmaceutical Product Development, LLC, 6.375%, 8/1/23(4) | | | | | 750 | | | | 781,125 | |
Kinetic Concepts, Inc./KCI USA, Inc., 7.875%, 2/15/21(4) | | | | | 245 | | | | 265,519 | |
Mallinckrodt International Finance S.A./Mallinckrodt CB, LLC, 5.625%, 10/15/23(4) | | | | | 600 | | | | 564,000 | |
Surgical Care Affiliates, Inc., 6.00%, 4/1/23(4) | | | | | 1,020 | | | | 1,035,300 | |
Tenet Healthcare Corp., 6.75%, 6/15/23 | | | | | 600 | | | | 597,750 | |
| | | | | | | | | | |
| | | | | | | | $ | 9,088,142 | |
| | | | | | | | | | |
|
Health Care Providers & Services — 0.2% | |
Acadia Healthcare Co., Inc., 6.50%, 3/1/24(4) | | | | | 70 | | | $ | 74,025 | |
MEDNAX, Inc., 5.25%, 12/1/23(4) | | | | | 500 | | | | 520,000 | |
| | | | | | | | | | |
| | | | | | | | $ | 594,025 | |
| | | | | | | | | | |
|
Hotels, Restaurants & Leisure — 0.5% | |
1011778 B.C. Unlimited Liability Company/New Red Finance, Inc., 6.00%, 4/1/22(4) | | | | | 1,000 | | | $ | 1,038,750 | |
Boyd Gaming Corp., 6.375%, 4/1/26(4) | | | | | 50 | | | | 51,375 | |
| | | | | | | | | | |
Security | | | | Principal Amount* (000’s omitted) | | | Value | |
| | | | | | | | | | |
|
Hotels, Restaurants & Leisure (continued) | |
MGM Growth Properties Operating Partnerhsip, L.P./MGP Escrow Co-Issuer, Inc., 5.625%, 5/1/24(4) | | | | | 95 | | | $ | 99,097 | |
MGM Resorts International, 6.00%, 3/15/23 | | | | | 550 | | | | 572,687 | |
Scientific Games International, Inc., 10.00%, 12/1/22 | | | | | 105 | | | | 87,308 | |
| | | | | | | | | | |
| | | | | | | | $ | 1,849,217 | |
| | | | | | | | | | |
|
Household Durables — 0.3% | |
Tempur Sealy International, Inc., 6.875%, 12/15/20 | | | | | 1,000 | | | $ | 1,058,750 | |
| | | | | | | | | | |
| | | | | | | | $ | 1,058,750 | |
| | | | | | | | | | |
|
Household Products — 0.9% | |
Bormioli Rocco Holdings SA, 10.00%, 8/1/18(7) | | EUR | | | 850 | | | $ | 1,017,091 | |
Central Garden & Pet Co., 6.125%, 11/15/23 | | | | | 500 | | | | 527,500 | |
Monitchem HoldCo 2 SA, 6.875%, 6/15/22(7) | | EUR | | | 850 | | | | 896,451 | |
Reynolds Group Holdings, Inc., 5.75%, 10/15/20 | | | | | 500 | | | | 520,625 | |
Spectrum Brands, Inc., 5.75%, 7/15/25(4) | | | | | 500 | | | | 532,825 | |
| | | | | | | | | | |
| | | | | | | | $ | 3,494,492 | |
| | | | | | | | | | |
|
Insurance — 0.4% | |
Genworth Financial, Inc., 7.625%, 9/24/21 | | | | | 147 | | | $ | 124,215 | |
Genworth Holdings, Inc., 6.515%, 5/22/18 | | | | | 24 | | | | 23,370 | |
Hub International, Ltd., 7.875%, 10/1/21(4) | | | | | 500 | | | | 491,250 | |
XLIT, Ltd., Series E, 6.50% to 4/15/17, 10/29/49(5) | | | | | 1,280 | | | | 899,200 | |
| | | | | | | | | | |
| | | | | | | | $ | 1,538,035 | |
| | | | | | | | | | |
|
Internet & Catalog Retail — 0.3% | |
Netflix, Inc., 5.50%, 2/15/22(4) | | | | | 1,000 | | | $ | 1,050,000 | |
| | | | | | | | | | |
| | | | | | | | $ | 1,050,000 | |
| | | | | | | | | | |
|
IT Services — 0.2% | |
Alliance Data Systems Corp., 5.25%, 11/15/23(7) | | EUR | | | 850 | | | $ | 933,158 | |
| | | | | | | | | | |
| | | | | | | | $ | 933,158 | |
| | | | | | | | | | |
|
Media — 2.9% | |
Acosta, Inc., 7.75%, 10/1/22(4) | | | | | 1,000 | | | $ | 932,500 | |
Altice Luxembourg SA, 7.25%, 5/15/22(7) | | EUR | | | 1,300 | | | | 1,519,237 | |
Altice US Finance I Corp., 5.50%, 5/15/26(4) | | | | | 200 | | | | 202,500 | |
AMC Networks, Inc., 5.00%, 4/1/24 | | | | | 125 | | | | 125,469 | |
Cable One, Inc., 5.75%, 6/15/22(4) | | | | | 250 | | | | 257,500 | |
CCO Holdings, LLC/CCO Holdings Capital Corp., 5.875%, 4/1/24(4) | | | | | 1,130 | | | | 1,186,500 | |
Cequel Communications Holdings I, LLC/Cequel Capital Corp., 6.375%, 9/15/20(4) | | | | | 420 | | | | 432,600 | |
| | | | |
| | 17 | | See Notes to Financial Statements. |
Global Income Builder Portfolio
April 30, 2016
Portfolio of Investments (Unaudited) — continued
| | | | | | | | | | |
Security | | | | Principal Amount* (000’s omitted) | | | Value | |
| | | | | | | | | | |
|
Media (continued) | |
CSC Holdings, LLC, 6.75%, 11/15/21 | | | | | 500 | | | $ | 517,188 | |
Lamar Media Corp., 5.75%, 2/1/26(4) | | | | | 30 | | | | 31,800 | |
McGraw-Hill Global Education Holdings, LLC/McGraw-Hill Global Education Finance, 7.875%, 5/15/24(4) | | | | | 240 | | | | 246,600 | |
MDC Partners, Inc., 6.50%, 5/1/24(4) | | | | | 265 | | | | 275,600 | |
Numericable-SFR S.A., 7.375%, 5/1/26(4) | | | | | 200 | | | | 203,250 | |
Numericable-SFR SAS, 5.625%, 5/15/24(7) | | EUR | | | 850 | | | | 1,014,930 | |
Sirius XM Radio, Inc., 5.875%, 10/1/20(4) | | | | | 500 | | | | 520,625 | |
Sirius XM Radio, Inc., 6.00%, 7/15/24(4) | | | | | 500 | | | | 528,800 | |
Tribune Media Co., 5.875%, 7/15/22(4) | | | | | 500 | | | | 497,500 | |
Unitymedia GmbH, 3.75%, 1/15/27(7) | | EUR | | | 850 | | | | 882,047 | |
Unitymedia Hessen GmbH & Co. KG/Unitymedia NRW GmbH, 4.00%, 1/15/25(7) | | EUR | | | 850 | | | | 1,009,684 | |
Virgin Media Secured Finance PLC, 5.50%, 8/15/26(4) | | | | | 200 | | | | 202,000 | |
Virgin Media Secured Finance PLC, 6.25%, 3/28/29(7) | | GBP | | | 650 | | | | 952,122 | |
| | | | | | | | | | |
| | | | | | | | $ | 11,538,452 | |
| | | | | | | | | | |
|
Metals & Mining — 0.2% | |
BHP Billiton Finance USA, Ltd., 6.75% to 10/19/25, 10/19/75(4)(5) | | | | | 605 | | | $ | 628,293 | |
Freeport-McMoRan, Inc., 3.875%, 3/15/23 | | | | | 35 | | | | 29,400 | |
Freeport-McMoRan, Inc., 4.55%, 11/14/24 | | | | | 105 | | | | 88,856 | |
Teck Resources, Ltd., 2.50%, 2/1/18 | | | | | 35 | | | | 33,425 | |
Teck Resources, Ltd., 3.00%, 3/1/19 | | | | | 35 | | | | 32,375 | |
| | | | | | | | | | |
| | | | | | | | $ | 812,349 | |
| | | | | | | | | | |
|
Multi-Utilities — 0.0%(8) | |
Dominion Resources, Inc., 5.75% to 10/1/24, 10/1/54(5) | | | | | 114 | | | $ | 110,010 | |
| | | | | | | | | | |
| | | | | | | | $ | 110,010 | |
| | | | | | | | | | |
|
Multiline Retail — 0.2% | |
Dollar Tree, Inc., 5.25%, 3/1/20(4) | | | | | 500 | | | $ | 521,875 | |
Dollar Tree, Inc., 5.75%, 3/1/23(4) | | | | | 330 | | | | 353,513 | |
| | | | | | | | | | |
| | | | | | | | $ | 875,388 | |
| | | | | | | | | | |
|
Oil, Gas & Consumable Fuels — 2.1% | |
AmeriGas Finance LLC/AmeriGas Finance Corp., 7.00%, 5/20/22 | | | | | 1,000 | | | $ | 1,061,250 | |
Antero Resources Corp., 5.375%, 11/1/21 | | | | | 1,000 | | | | 972,500 | |
Endeavor Energy Resources, L.P./EER Finance, Inc., 7.00%, 8/15/21(4) | | | | | 40 | | | | 38,600 | |
Endeavor Energy Resources, L.P./EER Finance, Inc., 8.125%, 9/15/23(4) | | | | | 500 | | | | 495,000 | |
Gulfport Energy Corp., 6.625%, 5/1/23 | | | | | 750 | | | | 731,250 | |
| | | | | | | | | | |
Security | | | | Principal Amount* (000’s omitted) | | | Value | |
| | | | | | | | | | |
|
Oil, Gas & Consumable Fuels (continued) | |
Memorial Resource Development Corp., 5.875%, 7/1/22 | | | | | 1,035 | | | $ | 947,025 | |
Murphy Oil USA, Inc., 6.00%, 8/15/23 | | | | | 500 | | | | 525,310 | |
Newfield Exploration Co., 5.625%, 7/1/24 | | | | | 65 | | | | 66,361 | |
Odebrecht Oil & Gas Finance, Ltd., 7.00% to 6/17/24, 12/29/49(4)(5)(10) | | | | | 783 | | | | 42,321 | |
Parsley Energy LLC/Parsley Finance Corp., 7.50%, 2/15/22(4) | | | | | 30 | | | | 31,650 | |
Rice Energy, Inc., 7.25%, 5/1/23 | | | | | 80 | | | | 81,200 | |
Sabine Pass LNG, L.P., 7.50%, 11/30/16 | | | | | 1,000 | | | | 1,023,750 | |
Seven Generations Energy, Ltd., 8.25%, 5/15/20(4) | | | | | 1,000 | | | | 1,035,000 | |
SM Energy Co., 5.625%, 6/1/25 | | | | | 40 | | | | 33,800 | |
SM Energy Co., 6.125%, 11/15/22 | | | | | 125 | | | | 113,750 | |
United Rentals North America, Inc., 7.625%, 4/15/22 | | | | | 1,000 | | | | 1,072,500 | |
| | | | | | | | | | |
| | | | | | | | $ | 8,271,267 | |
| | | | | | | | | | |
|
Pharmaceuticals — 0.8% | |
Alphabet Holding Co., Inc., 7.75%, 11/1/17 | | | | | 1,000 | | | $ | 1,012,127 | |
Endo Ltd./Endo Finance, LLC/Endo Finco, Inc., 6.00%, 7/15/23(4) | | | | | 1,000 | | | | 977,500 | |
NBTY, Inc., 7.625%, 5/15/21(4)(9) | | | | | 360 | | | | 369,000 | |
PRA Holdings, Inc., 9.50%, 10/1/23(4) | | | | | 55 | | | | 60,775 | |
Valeant Pharmaceuticals International, Inc., 5.875%, 5/15/23(4) | | | | | 695 | | | | 587,709 | |
Vizient, Inc., 10.375%, 3/1/24(4) | | | | | 50 | | | | 54,625 | |
| | | | | | | | | | |
| | | | | | | | $ | 3,061,736 | |
| | | | | | | | | | |
|
Pipelines — 0.6% | |
Sabine Pass Liquefaction, LLC, 5.625%, 3/1/25 | | | | | 105 | | | $ | 102,769 | |
Sabine Pass Liquefaction, LLC, 5.75%, 5/15/24 | | | | | 1,020 | | | | 991,950 | |
Tesoro Logistics, L.P./Tesoro Logistics Finance Corp., 6.25%, 10/15/22(4) | | | | | 1,000 | | | | 1,030,000 | |
Williams Cos., Inc. (The), 3.70%, 1/15/23 | | | | | 120 | | | | 101,375 | |
Williams Partners, L.P./ACMP Finance Corp., 4.875%, 5/15/23 | | | | | 115 | | | | 105,657 | |
Williams Partners, L.P./ACMP Finance Corp., 4.875%, 3/15/24 | | | | | 20 | | | | 18,171 | |
| | | | | | | | | | |
| | | | | | | | $ | 2,349,922 | |
| | | | | | | | | | |
|
Real Estate Investment Trusts (REITs) — 0.1% | |
ESH Hospitality, Inc., 5.25%, 5/1/25(4) | | | | | 160 | | | $ | 158,600 | |
Greystar Real Estate Partners, LLC, 8.25%, 12/1/22(4) | | | | | 35 | | | | 36,575 | |
| | | | | | | | | | |
| | | | | | | | $ | 195,175 | |
| | | | | | | | | | |
| | | | |
| | 18 | | See Notes to Financial Statements. |
Global Income Builder Portfolio
April 30, 2016
Portfolio of Investments (Unaudited) — continued
| | | | | | | | | | |
Security | | | | Principal Amount* (000’s omitted) | | | Value | |
| | | | | | | | | | |
|
Retail-Food and Drug — 0.3% | |
Rite Aid Corp., 6.125%, 4/1/23(4) | | | | | 1,000 | | | $ | 1,074,375 | |
| | | | | | | | | | |
| | | | | | | | $ | 1,074,375 | |
| | | | | | | | | | |
|
Semiconductors & Semiconductor Equipment — 0.2% | |
Micron Technology, Inc., 7.50%, 9/15/23(4) | | | | | 120 | | | $ | 124,500 | |
Microsemi Corp., 9.125%, 4/15/23(4) | | | | | 575 | | | | 636,813 | |
| | | | | | | | | | |
| | | | | | | | $ | 761,313 | |
| | | | | | | | | | |
|
Software — 0.4% | |
Change Healthcare Holdings, Inc., 6.00%, 2/15/21(4) | | | | | 20 | | | $ | 20,250 | |
Infor (US), Inc., 5.75%, 8/15/20(4) | | | | | 250 | | | | 264,375 | |
Solera, LLC/Solera Finance, Inc., 10.50%, 3/1/24(4) | | | | | 545 | | | | 572,250 | |
SS&C Technologies Holdings, Inc., 5.875%, 7/15/23(4) | | | | | 775 | | | | 802,125 | |
| | | | | | | | | | |
| | | | | | | | $ | 1,659,000 | |
| | | | | | | | | | |
|
Specialty Retail — 0.7% | |
Douglas GmbH, 6.25%, 7/15/22(7) | | EUR | | | 850 | | | $ | 1,053,590 | |
Dufry Finance SCA, 4.50%, 8/1/23(7) | | EUR | | | 850 | | | | 1,041,423 | |
Hot Topic, Inc., 9.25%, 6/15/21(4) | | | | | 750 | | | | 759,375 | |
| | | | | | | | | | |
| | | | | | | | $ | 2,854,388 | |
| | | | | | | | | | |
|
Technology Hardware, Storage & Peripherals — 0.3% | |
Seagate HDD Cayman, 4.75%, 1/1/25 | | | | | 510 | | | $ | 388,872 | |
Western Digital Corp., 7.375%, 4/1/23(4) | | | | | 585 | | | | 590,850 | |
Western Digital Corp., 10.50%, 4/1/24(4) | | | | | 290 | | | | 282,750 | |
| | | | | | | | | | |
| | | | | | | | $ | 1,262,472 | |
| | | | | | | | | | |
|
Telecommunications — 1.9% | |
Avaya, Inc., 9.00%, 4/1/19(4) | | | | | 400 | | | $ | 256,000 | |
Colombia Telecomunicaciones SA ESP, 8.50% to 3/30/20, 12/29/49(4)(5) | | | | | 789 | | | | 706,155 | |
Intelsat Jackson Holdings S.A., 8.00%, 2/15/24(4) | | | | | 200 | | | | 207,500 | |
Interoute Finco PLC, 7.375%, 10/15/20(7) | | EUR | | | 850 | | | | 1,060,305 | |
Level 3 Financing, Inc., 5.25%, 3/15/26(4) | | | | | 90 | | | | 91,575 | |
Matterhorn Telecom SA, 3.875%, 5/1/22(7) | | EUR | | | 850 | | | | 948,425 | |
Neptune Finco Corp., 10.875%, 10/15/25(4) | | | | | 500 | | | | 557,500 | |
Play Topco SA, 7.75%, 2/28/20(7)(11) | | EUR | | | 850 | | | | 996,895 | |
Sprint Corp., 7.875%, 9/15/23 | | | | | 1,800 | | | | 1,413,000 | |
T-Mobile USA, Inc., 6.625%, 4/1/23 | | | | | 1,025 | | | | 1,098,032 | |
| | | | | | | | | | |
| | | | | | | | $ | 7,335,387 | |
| | | | | | | | | | |
| | | | | | | | | | |
Security | | | | Principal Amount* (000’s omitted) | | | Value | |
| | | | | | | | | | |
|
Transportation — 0.0%(8) | |
Watco Cos., LLC/Watco Finance Corp., 6.375%, 4/1/23(4) | | | | | 20 | | | $ | 20,000 | |
| | | | | | | | | | |
| | | | | | | | $ | 20,000 | |
| | | | | | | | | | |
| |
Total Corporate Bonds & Notes (identified cost $106,287,428) | | | $ | 107,653,521 | |
| | | | | | | | | | |
|
Convertible Bonds — 0.1% | |
| | | |
| | | | | | | | | | |
Security | | | | Principal Amount (000’s omitted) | | | Value | |
| | | |
Health Care — 0.1% | | | | | | | | | | |
Hologic, Inc., 0.00%, 12/15/43 | | | | $ | 400 | | | $ | 494,250 | |
| | | | | | | | | | |
| | | | | | | | $ | 494,250 | |
| | | | | | | | | | |
|
Utilities — 0.0%(8) | |
NRG Yield, Inc., 3.25%, 6/1/20(4) | | | | $ | 100 | | | $ | 91,000 | |
| | | | | | | | | | |
| | | | | | | | $ | 91,000 | |
| | | | | | | | | | |
| |
Total Convertible Bonds (identified cost $586,568) | | | $ | 585,250 | |
| | | | | | | | | | |
| | | |
Exchange-Traded Funds — 2.9% | | | | | | | | | | |
| | | |
| | | | | | | | | | |
Security | | | | Shares | | | Value | |
iShares iBoxx $ High Yield Corporate Bond ETF | | | | | 61,000 | | | $ | 5,114,850 | |
iShares MSCI Japan ETF | | | | | 179,358 | | | | 2,048,269 | |
iShares U.S. Preferred Stock ETF | | | | | 110,000 | | | | 4,309,800 | |
| | | | | | | | | | |
| |
Total Exchange-Traded Funds (identified cost $11,274,903) | | | $ | 11,472,919 | |
| | | | | | | | | | |
| | | | |
| | 19 | | See Notes to Financial Statements. |
Global Income Builder Portfolio
April 30, 2016
Portfolio of Investments (Unaudited) — continued
| | | | | | | | | | |
Short-Term Investments — 2.3% | |
| | | |
| | | | | | | | | | |
Description | | | | Interest (000’s omitted) | | | Value | |
| | | | | | | | | | |
Eaton Vance Cash Reserves Fund, LLC, 0.53%(12) | | | | $ | 9,143 | | | $ | 9,142,515 | |
| | | | | | | | | | |
| |
Total Short-Term Investments (identified cost $9,142,515) | | | $ | 9,142,515 | |
| | | | | | | | | | |
| |
Total Investments — 99.4% (identified cost $376,226,917) | | | $ | 391,205,670 | |
| | | | | | | | | | |
| |
Other Assets, Less Liabilities — 0.6% | | | $ | 2,392,539 | |
| | | | | | | | | | |
| |
Net Assets — 100.0% | | | $ | 393,598,209 | |
| | | | | | | | | | |
The percentage shown for each investment category in the Portfolio of Investments is based on net assets.
| * | In U.S. dollars unless otherwise indicated. |
| (1) | Non-income producing security. |
| (2) | Security was acquired in a private offering and may be resold on a designated offshore securities market pursuant to Regulation S under the Securities Act of 1933. |
| (3) | Security (or a portion thereof) has been pledged to cover collateral requirements on open derivative contracts. |
| (4) | Security exempt from registration pursuant to Rule 144A under the Securities Act of 1933, as amended. These securities may be sold in certain transactions in reliance on an exemption from registration (normally to qualified institutional buyers). At April 30, 2016, the aggregate value of these securities is $45,624,631 or 11.6% of the Portfolio’s net assets. |
| (5) | Security converts to floating rate after the indicated fixed-rate coupon period. |
| (6) | Variable rate security. The stated interest rate represents the rate in effect at April 30, 2016. |
| (7) | Security exempt from registration under Regulation S of the Securities Act of 1933, which exempts from registration securities offered and sold outside the United States. Security may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933. At April 30, 2016, the aggregate value of these securities is $31,139,343 or 7.9% of the Portfolio’s net assets. |
| (8) | Amount is less than 0.05%. |
| (9) | When-issued security. |
(10) | Defaulted security. Issuer has defaulted on the payment of interest and/or principal. |
(11) | Represents a payment-in-kind security which may pay interest in additional principal at the issuer’s discretion. For corporate bonds, the interest rate paid in additional principal is generally higher than the indicated cash rate. |
(12) | Affiliated investment company, available to Eaton Vance portfolios and funds, which invests in high quality, U.S. dollar denominated money market instruments. The rate shown is the annualized seven-day yield as of April 30, 2016. |
| | | | | | | | |
Country Concentration of Portfolio | |
| | |
| | | | | | | | |
Country | | Percentage of Total Investments | | | Value | |
United States | | | 56.5 | % | | $ | 221,009,993 | |
United Kingdom | | | 10.1 | | | | 39,614,090 | |
France | | | 5.3 | | | | 20,801,714 | |
Japan | | | 3.6 | | | | 13,905,392 | |
Germany | | | 3.4 | | | | 13,413,867 | |
Netherlands | | | 2.6 | | | | 10,260,559 | |
Ireland | | | 2.4 | | | | 9,514,293 | |
Switzerland | | | 2.2 | | | | 8,457,274 | |
Luxembourg | | | 1.4 | | | | 5,615,254 | |
Denmark | | | 1.3 | | | | 5,068,088 | |
Sweden | | | 1.1 | | | | 4,312,850 | |
Italy | | | 1.1 | | | | 4,189,919 | |
Belgium | | | 1.0 | | | | 3,828,417 | |
Canada | | | 0.8 | | | | 3,242,550 | |
Israel | | | 0.8 | | | | 3,047,185 | |
Spain | | | 0.7 | | | | 2,811,580 | |
Australia | | | 0.7 | | | | 2,787,379 | |
China | | | 0.4 | | | | 1,658,288 | |
Croatia | | | 0.3 | | | | 1,070,000 | |
Poland | | | 0.3 | | | | 996,895 | |
Norway | | | 0.3 | | | | 991,416 | |
Brazil | | | 0.2 | | | | 752,384 | |
Colombia | | | 0.2 | | | | 706,155 | |
Finland | | | 0.2 | | | | 602,355 | |
Chile | | | 0.1 | | | | 554,229 | |
New Zealand | | | 0.1 | | | | 520,625 | |
Exchange-Traded Funds | | | 2.9 | | | | 11,472,919 | |
| | | | | | | | |
Total Investments | | | 100.0 | % | | $ | 391,205,670 | |
| | | | | | | | |
| | | | |
| | 20 | | See Notes to Financial Statements. |
Global Income Builder Portfolio
April 30, 2016
Portfolio of Investments (Unaudited) — continued
| | | | | | | | | | | | | | | | | | | | | | | | |
Forward Foreign Currency Exchange Contracts | |
Currency Purchased | | | Currency Sold | | | Counterparty | | Settlement Date | | | Unrealized Appreciation | | | Unrealized (Depreciation) | |
| | | | | | | |
EUR | | | 615,000 | | | USD | | | 694,553 | | | State Street Bank and Trust Company | | | 5/3/16 | | | $ | 9,653 | | | $ | — | |
USD | | | 1,241,885 | | | CHF | | | 1,206,348 | | | Citibank, N.A. | | | 5/31/16 | | | | — | | | | (17,102 | ) |
USD | | | 1,241,933 | | | CHF | | | 1,206,348 | | | Standard Chartered Bank | | | 5/31/16 | | | | — | | | | (17,055 | ) |
USD | | | 1,242,406 | | | CHF | | | 1,206,348 | | | State Street Bank and Trust Company | | | 5/31/16 | | | | — | | | | (16,581 | ) |
USD | | | 4,617,594 | | | EUR | | | 4,078,023 | | | Citibank, N.A. | | | 5/31/16 | | | | — | | | | (55,704 | ) |
USD | | | 4,617,586 | | | EUR | | | 4,078,023 | | | Standard Chartered Bank | | | 5/31/16 | | | | — | | | | (55,712 | ) |
USD | | | 4,618,402 | | | EUR | | | 4,078,023 | | | State Street Bank and Trust Company | | | 5/31/16 | | | | — | | | | (54,897 | ) |
USD | | | 7,031,294 | | | SEK | | | 56,913,334 | | | Citibank, N.A. | | | 5/31/16 | | | | — | | | | (62,794 | ) |
USD | | | 3,517,468 | | | SEK | | | 28,456,667 | | | Standard Chartered Bank | | | 5/31/16 | | | | — | | | | (29,576 | ) |
USD | | | 3,518,414 | | | SEK | | | 28,456,667 | | | State Street Bank and Trust Company | | | 5/31/16 | | | | — | | | | (28,630 | ) |
| | | | | | | |
| | | | | | | | | | | | | | | | | | $ | 9,653 | | | $ | (338,051 | ) |
| | | | | | | | | | | | | | | | | | | | |
Futures Contracts | |
Description | | Contracts | | | Position | | Expiration Month/Year | | Aggregate Cost | | | Value | | | Net Unrealized Appreciation (Depreciation) | |
| | | | | | |
Equity Futures | | | | | | | | | | | | | | | | | | | | |
E-mini S&P 500 Index | | | 112 | | | Long | | Jun-16 | | $ | 11,360,160 | | | $ | 11,530,960 | | | $ | 170,800 | |
Euro Stoxx 50 Index | | | 229 | | | Short | | Jun-16 | | | (7,679,126 | ) | | | (7,819,674 | ) | | | (140,548 | ) |
OMX Stockholm 30 Index | | | 256 | | | Short | | May-16 | | | (4,239,065 | ) | | | (4,313,910 | ) | | | (74,845 | ) |
| | | | | | |
| | | | | | | | | | | | | | | | | | $ | (44,593 | ) |
Euro Stoxx 50 Index: Market capitalization-weighted stock index of 50 large, blue-chip European companies operating within the Eurozone nations.
OMX Stockholm 30 Index: Market weighted price index consisting of the 30 most actively traded stocks on the Stockholm Stock Exchange.
Abbreviations:
| | | | |
ADR | | – | | American Depositary Receipt |
PC | | – | | Participation Certificate |
Currency Abbreviations:
| | | | |
CHF | | – | | Swiss Franc |
EUR | | – | | Euro |
GBP | | – | | British Pound Sterling |
SEK | | – | | Swedish Krona |
USD | | – | | United States Dollar |
| | | | |
| | 21 | | See Notes to Financial Statements. |
Global Income Builder Portfolio
April 30, 2016
Statement of Assets and Liabilities (Unaudited)
| | | | |
Assets | | April 30, 2016 | |
Unaffiliated investments, at value (identified cost, $367,084,402) | | $ | 382,063,155 | |
Affiliated investment, at value (identified cost, $9,142,515) | | | 9,142,515 | |
Cash | | | 2,244,303 | |
Restricted cash* | | | 789,025 | |
Interest and dividends receivable | | | 2,646,017 | |
Interest receivable from affiliated investment | | | 8,708 | |
Receivable for investments sold | | | 9,189,320 | |
Securities lending income receivable | | | 4,088 | |
Receivable for variation margin on open financial futures contracts | | | 620,180 | |
Receivable for open forward foreign currency exchange contracts | | | 9,653 | |
Tax reclaims receivable | | | 1,982,307 | |
Receivable from affiliate | | | 29,371 | |
Total assets | | $ | 408,728,642 | |
| |
Liabilities | | | | |
Payable for investments purchased | | $ | 11,746,234 | |
Payable for when-issued securities | | | 2,386,377 | |
Payable for open forward foreign currency exchange contracts | | | 338,051 | |
Due to custodian — foreign currency, at value (identified cost, $357,666) | | | 416,101 | |
Payable to affiliates: | | | | |
Investment adviser fee | | | 209,205 | |
Trustees’ fees | | | 1,818 | |
Accrued expenses | | | 32,647 | |
Total liabilities | | $ | 15,130,433 | |
Net Assets applicable to investors’ interest in Portfolio | | $ | 393,598,209 | |
| |
Sources of Net Assets | | | | |
Investors’ capital | | $ | 379,046,280 | |
Net unrealized appreciation | | | 14,551,929 | |
Total | | $ | 393,598,209 | |
* | Represents restricted cash on deposit at the broker as collateral for open derivative contracts. |
| | | | |
| | 22 | | See Notes to Financial Statements. |
Global Income Builder Portfolio
April 30, 2016
Statement of Operations (Unaudited)
| | | | |
Investment Income | | Period Ended April 30, 2016(1) | |
Dividends (net of foreign taxes, $616,688) | | $ | 2,094,070 | |
Interest (net of foreign taxes, $2,649) | | | 622,341 | |
Interest allocated from affiliated investment | | | 11,093 | |
Securities lending income, net | | | 3,100 | |
Expenses allocated from affiliated investment | | | (1,033 | ) |
Total investment income | | $ | 2,729,571 | |
| |
Expenses | | | | |
Investment adviser fee | | $ | 236,736 | |
Trustees’ fees and expenses | | | 1,818 | |
Custodian fee | | | 25,768 | |
Legal and accounting services | | | 14,294 | |
Miscellaneous | | | 10,605 | |
Total expenses | | $ | 289,221 | |
| |
Net investment income | | $ | 2,440,350 | |
| |
Realized and Unrealized Gain (Loss) | | | | |
Net realized gain (loss) — | | | | |
Investment transactions | | $ | 518,534 | |
Investment transactions allocated from affiliated investment | | | 108 | |
Financial futures contracts | | | 1,417,404 | |
Foreign currency and forward foreign currency exchange contract transactions | | | (1,391,350 | ) |
Net realized gain | | $ | 544,696 | |
Change in unrealized appreciation (depreciation) — | | | | |
Investments | | $ | 7,252,982 | |
Financial futures contracts | | | (1,789,322 | ) |
Foreign currency and forward foreign currency exchange contracts | | | 474,742 | |
Net change in unrealized appreciation (depreciation) | | $ | 5,938,402 | |
| |
Net realized and unrealized gain | | $ | 6,483,098 | |
| |
Net increase in net assets from operations | | $ | 8,923,448 | |
(1) | For the period from the start of business, March 28, 2016, to April 30, 2016. |
| | | | |
| | 23 | | See Notes to Financial Statements. |
Global Income Builder Portfolio
April 30, 2016
Statement of Changes in Net Assets
| | | | |
Increase (Decrease) in Net Assets | | Period Ended April 30, 2016 (Unaudited)(1) | |
From operations — | | | | |
Net investment income | | $ | 2,440,350 | |
Net realized gain from investment transactions, financial futures contracts, and foreign currency and forward foreign currency exchange contract transactions | | | 544,696 | |
Net change in unrealized appreciation (depreciation) from investments, financial futures contracts, foreign currency and forward foreign currency exchange contracts | | | 5,938,402 | |
Net increase in net assets from operations | | $ | 8,923,448 | |
Capital transactions — | | | | |
Contributions | | $ | 3,629,187 | |
Withdrawals | | | (4,875,792 | ) |
Portfolio transaction fee | | | 16,824 | |
Assets contributed by Eaton Vance Global Income Builder Fund | | | 385,904,542 | |
Net increase in net assets from capital transactions | | $ | 384,674,761 | |
| |
Net increase in net assets | | $ | 393,598,209 | |
| |
Net Assets | | | | |
At beginning of period | | $ | — | |
At end of period | | $ | 393,598,209 | |
(1) | For the period from the start of business, March 28, 2016, to April 30, 2016. |
| | | | |
| | 24 | | See Notes to Financial Statements. |
Global Income Builder Portfolio
April 30, 2016
Supplementary Data
| | | | |
Ratios/Supplemental Data | | Period Ended April 30, 2016 (Unaudited)(1) | |
Ratios (as a percentage of average daily net assets): | | | | |
Expenses | | | 0.80 | %(3) |
Net investment income | | | 6.69 | %(3) |
Portfolio Turnover | | | 20 | %(2) |
| |
Total Return | | | 1.99 | %(2) |
| |
Net assets, end of period (000’s omitted) | | $ | 393,598 | |
(1) | For the period from the start of business, March 28, 2016, to April 30, 2016. |
| | | | |
| | 25 | | See Notes to Financial Statements. |
Global Income Builder Portfolio
April 30, 2016
Notes to Financial Statements (Unaudited)
1 Significant Accounting Policies
Global Income Builder Portfolio (the Portfolio) is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as a diversified, open-end management investment company. The Portfolio commenced operations on March 28, 2016. The Portfolio’s investment objective is to achieve total return. The Declaration of Trust permits the Trustees to issue interests in the Portfolio. At April 30, 2016, Eaton Vance Global Income Builder Fund and Eaton Vance Global Income Builder NextShares held an interest of 99.2% and 0.8%, respectively, in the Portfolio.
The following is a summary of significant accounting policies of the Portfolio. The policies are in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP). The Portfolio is an investment company and follows accounting and reporting guidance in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946.
A Investment Valuation — The following methodologies are used to determine the market value or fair value of investments.
Equity Securities. Equity securities listed on a U.S. securities exchange generally are valued at the last sale or closing price on the day of valuation or, if no sales took place on such date, at the mean between the closing bid and asked prices therefore on the exchange where such securities are principally traded. Equity securities listed on the NASDAQ Global or Global Select Market generally are valued at the NASDAQ official closing price. Unlisted or listed securities for which closing sales prices or closing quotations are not available are valued at the mean between the latest available bid and asked prices or, in the case of preferred equity securities that are not listed or traded in the over-the-counter market, by a third party pricing service that uses various techniques that consider factors including, but not limited to, prices or yields of securities with similar characteristics, benchmark yields, broker/dealer quotes, quotes of underlying common stock, issuer spreads, as well as industry and economic events. The value of preferred equity securities that are valued by a pricing service on a bond basis is adjusted by an income factor, as determined by the investment adviser, to reflect the next anticipated regular dividend.
Debt Obligations. Debt obligations (including short-term obligations with a remaining maturity of more than sixty days) are generally valued on the basis of valuations provided by third party pricing services, as derived from such services’ pricing models. Inputs to the models may include, but are not limited to, reported trades, executable bid and asked prices, broker/dealer quotations, prices or yields of securities with similar characteristics, interest rates, anticipated prepayments, benchmark curves or information pertaining to the issuer, as well as industry and economic events. The pricing services may use a matrix approach, which considers information regarding securities with similar characteristics to determine the valuation for a security. Short-term obligations purchased with a remaining maturity of sixty days or less are generally valued at amortized cost, which approximates market value.
Derivatives. Financial futures contracts are valued at the closing settlement price established by the board of trade or exchange on which they are traded, with adjustments for fair valuation for certain foreign financial futures contracts as described below. Forward foreign currency exchange contracts are generally valued at the mean of the average bid and average asked prices that are reported by currency dealers to a third party pricing service at the valuation time. Such third party pricing service valuations are supplied for specific settlement periods and the Portfolio’s forward foreign currency exchange contracts are valued at an interpolated rate between the closest preceding and subsequent settlement period reported by the third party pricing service.
Foreign Securities, Financial Futures Contracts and Currencies. Foreign securities, financial futures contracts and currencies are valued in U.S. dollars, based on foreign currency exchange rate quotations supplied by a third party pricing service. The pricing service uses a proprietary model to determine the exchange rate. Inputs to the model include reported trades and implied bid/ask spreads. The daily valuation of exchange-traded foreign securities and certain exchange-traded foreign financial futures contracts generally is determined as of the close of trading on the principal exchange on which such securities and contracts trade. Events occurring after the close of trading on foreign exchanges may result in adjustments to the valuation of foreign securities and certain foreign financial futures contracts to more accurately reflect their fair value as of the close of regular trading on the New York Stock Exchange. When valuing foreign equity securities and foreign financial futures contracts that meet certain criteria, the Portfolio’s Trustees have approved the use of a fair value service that values such securities and foreign financial futures contracts to reflect market trading that occurs after the close of the applicable foreign markets of comparable securities or other instruments that have a strong correlation to the fair-valued securities and foreign financial futures contracts.
Affiliated Fund. The Portfolio may invest in Eaton Vance Cash Reserves Fund, LLC (Cash Reserves Fund), an affiliated investment company managed by Eaton Vance Management (EVM). The value of the Portfolio’s investment in Cash Reserves Fund reflects the Portfolio’s proportionate interest in its net assets. Cash Reserves Fund generally values its investment securities utilizing the amortized cost valuation technique in accordance with Rule 2a-7 under the 1940 Act. This technique involves initially valuing a portfolio security at its cost and thereafter assuming a constant amortization to maturity of any discount or premium. If amortized cost is determined not to approximate fair value, Cash Reserves Fund may value its investment securities in the same manner as debt obligations described above.
Fair Valuation. Investments for which valuations or market quotations are not readily available or are deemed unreliable are valued at fair value using methods determined in good faith by or at the direction of the Trustees of the Portfolio in a manner that fairly reflects the security’s value, or the amount that the Portfolio might reasonably expect to receive for the security upon its current sale in the ordinary course. Each such determination is based on a consideration of relevant factors, which are likely to vary from one pricing context to another. These factors may include, but are not limited to, the type of security, the existence of any contractual restrictions on the security’s disposition, the price and extent of public trading in similar securities of the issuer or of comparable companies or entities, quotations or relevant information obtained from broker/dealers or other market participants, information obtained from the issuer, analysts, and/or the appropriate stock exchange (for exchange-traded securities), an analysis of the company’s or entity’s financial condition, and an evaluation of the forces that influence the issuer and the market(s) in which the security is purchased and sold.
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April 30, 2016
Notes to Financial Statements (Unaudited) — continued
B Investment Transactions — Investment transactions for financial statement purposes are accounted for on a trade date basis. Realized gains and losses on investments sold are determined on the basis of identified cost.
C Income — Dividend income is recorded on the ex-dividend date for dividends received in cash and/or securities. However, if the ex-dividend date has passed, certain dividends from foreign securities are recorded as the Portfolio is informed of the ex-dividend date. Withholding taxes on foreign dividends, interest and capital gains have been provided for in accordance with the Portfolio’s understanding of the applicable countries’ tax rules and rates. Interest income is recorded on the basis of interest accrued, adjusted for amortization of premium or accretion of discount. Distributions from investment companies are recorded as dividend income, capital gains or return of capital based on the nature of the distribution.
D Federal Taxes — The Portfolio has elected to be treated as a partnership for federal tax purposes. No provision is made by the Portfolio for federal or state taxes on any taxable income of the Portfolio because each investor in the Portfolio is ultimately responsible for the payment of any taxes on its share of taxable income. Since at least one of the Portfolio’s investors is a regulated investment company that invests all or substantially all of its assets in the Portfolio, the Portfolio normally must satisfy the applicable source of income and diversification requirements (under the Internal Revenue Code) in order for its investors to satisfy them. The Portfolio will allocate, at least annually among its investors, each investor’s distributive share of the Portfolio’s net investment income, net realized capital gains and losses and any other items of income, gain, loss, deduction or credit.
As of April 30, 2016, the Portfolio had no uncertain tax positions that would require financial statement recognition, de-recognition, or disclosure. The Portfolio files a U.S. federal income tax return annually after its fiscal year-end, which is subject to examination by the Internal Revenue Service for a period of three years from the date of filing.
E Foreign Currency Translation — Investment valuations, other assets, and liabilities initially expressed in foreign currencies are translated each business day into U.S. dollars based upon current exchange rates. Purchases and sales of foreign investment securities and income and expenses denominated in foreign currencies are translated into U.S. dollars based upon currency exchange rates in effect on the respective dates of such transactions. Recognized gains or losses on investment transactions attributable to changes in foreign currency exchange rates are recorded for financial statement purposes as net realized gains and losses on investments. That portion of unrealized gains and losses on investments that results from fluctuations in foreign currency exchange rates is not separately disclosed.
F Use of Estimates — The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expense during the reporting period. Actual results could differ from those estimates.
G Indemnifications — Under the Portfolio’s organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the Portfolio. Under Massachusetts law, if certain conditions prevail, interestholders in the Portfolio could be deemed to have personal liability for the obligations of the Portfolio. However, the Portfolio’s Declaration of Trust contains an express disclaimer of liability on the part of Portfolio interestholders and the By-laws provide that the Portfolio shall assume the defense on behalf of any Portfolio interestholder. Moreover, the By-laws also provide for indemnification out of Portfolio property of any interestholder held personally liable solely by reason of being or having been an interestholder for all loss or expense arising from such liability. Additionally, in the normal course of business, the Portfolio enters into agreements with service providers that may contain indemnification clauses. The Portfolio’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Portfolio that have not yet occurred.
H Financial Futures Contracts — Upon entering into a financial futures contract, the Portfolio is required to deposit with the broker, either in cash or securities, an amount equal to a certain percentage of the contract amount (initial margin). Subsequent payments, known as variation margin, are made or received by the Portfolio each business day, depending on the daily fluctuations in the value of the underlying security or index, and are recorded as unrealized gains or losses by the Portfolio. Gains (losses) are realized upon the expiration or closing of the financial futures contracts. Should market conditions change unexpectedly, the Portfolio may not achieve the anticipated benefits of the financial futures contracts and may realize a loss. Futures contracts have minimal counterparty risk as they are exchange traded and the clearinghouse for the exchange is substituted as the counterparty, guaranteeing counterparty performance.
I Forward Foreign Currency Exchange Contracts — The Portfolio may enter into forward foreign currency exchange contracts for the purchase or sale of a specific foreign currency at a fixed price on a future date. The forward foreign currency exchange contracts are adjusted by the daily exchange rate of the underlying currency and any gains or losses are recorded as unrealized until such time as the contracts have been closed. Risks may arise upon entering these contracts from the potential inability of counterparties to meet the terms of their contracts and from movements in the value of a foreign currency relative to the U.S. dollar.
J When-Issued Securities and Delayed Delivery Transactions — The Portfolio may purchase or sell securities on a delayed delivery or when-issued basis. Payment and delivery may take place after the customary settlement period for that security. At the time the transaction is negotiated, the price of the security that will be delivered is fixed. The Portfolio maintains cash and/or security positions for these commitments such that sufficient liquid assets will be available to make payments upon settlement. Securities purchased on a delayed delivery or when-issued basis are marked-to-market daily and begin earning interest on settlement date. Losses may arise due to changes in the market value of the underlying securities or if the counterparty does not perform under the contract.
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April 30, 2016
Notes to Financial Statements (Unaudited) — continued
K Capital Transactions — To seek to protect the Portfolio (and, indirectly, other investors in the Portfolio) against the costs of accommodating investor inflows and outflows, the Portfolio imposes a fee (“Portfolio transaction fee”) on inflows and outflows by Portfolio investors. The Portfolio transaction fee is sized to cover the estimated cost to the Portfolio of, in connection with issuing interests, converting the cash and/or other instruments it receives to the desired composition and, in connection with redeeming its interests, converting Portfolio holdings to cash and or/other instruments to be distributed. Such fee, which may vary over time, is limited to amounts that have been authorized by the Board of Trustees and determined by EVM to be appropriate. The maximum Portfolio transaction fee is 2% of the amount of net contributions or withdrawals. The Portfolio transaction fee is recorded as a component of capital transactions on the Statement of Changes in Net Assets.
L Interim Financial Statements — The interim financial statements relating to April 30, 2016 and for the period then ended have not been audited by an independent registered public accounting firm, but in the opinion of the Portfolio’s management, reflect all adjustments, consisting only of normal recurring adjustments, necessary for the fair presentation of the financial statements.
2 Investment Adviser Fee and Other Transactions with Affiliates
The investment adviser fee is earned by Boston Management and Research (BMR), a subsidiary of EVM, as compensation for investment advisory services rendered to the Portfolio. The fee is computed at an annual rate of 0.65% of the Portfolio’s average daily net assets up to $500 million, and is payable monthly. On net assets of $500 million and over, the annual fee is reduced. For the period ended April 30, 2016, the Portfolio’s investment adviser fee amounted to $236,736 or 0.65% (annualized) of the Portfolio’s average daily net assets. Pursuant to a sub-advisory agreement, BMR pays Eaton Vance Management (International) Limited (EVMI), an indirect, wholly-owned subsidiary of Eaton Vance Corp., a portion of its adviser fee for sub-advisory services provided to the Portfolio. The Portfolio invests its cash in Cash Reserves Fund. EVM does not currently receive a fee for advisory services provided to Cash Reserves Fund.
During the period ended April 30, 2016, BMR reimbursed the Portfolio $29,371 for a trading error. The reimbursement by BMR of such amount was less than $0.01 per share and had no impact on total return.
Trustees and officers of the Portfolio who are members of EVM’s or BMR’s organizations receive remuneration for their services to the Portfolio out of the investment adviser fee. Trustees of the Portfolio who are not affiliated with the investment adviser may elect to defer receipt of all or a percentage of their annual fees in accordance with the terms of the Trustees Deferred Compensation Plan. For the period ended April 30, 2016, no significant amounts have been deferred. Certain officers and Trustees of the Portfolio are officers of the above organizations.
3 Transfer of Assets
Investment operations began on March 28, 2016 with the transfer of investments and related assets by Eaton Vance Global Income Builder Fund of $385,904,542, including net unrealized appreciation of $8,613,527, in exchange for an interest in the Portfolio. The transaction was structured for tax purposes as a tax-free exchange under the Internal Revenue Code.
4 Purchases and Sales of Investments
Purchases and sales of investments, other than short-term obligations, in-kind transactions and investments acquired in the transfer of assets as described in Note 3, aggregated $78,805,447 and $74,614,466, respectively, for the period ended April 30, 2016. In-kind purchases and sales for the period ended April 30, 2016 aggregated $2,881,386 and $0, respectively.
5 Federal Income Tax Basis of Investments
The cost and unrealized appreciation (depreciation) of investments of the Portfolio at April 30, 2016, as determined on a federal income tax basis, were as follows:
| | | | |
| |
Aggregate cost | | $ | 377,376,146 | |
| |
Gross unrealized appreciation | | $ | 23,579,028 | |
Gross unrealized depreciation | | | (9,749,504 | ) |
| |
Net unrealized appreciation | | $ | 13,829,524 | |
6 Financial Instruments
The Portfolio may trade in financial instruments with off-balance sheet risk in the normal course of its investing activities. These financial instruments may include forward foreign currency exchange contracts and financial futures contracts and may involve, to a varying degree, elements of risk in excess of the
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April 30, 2016
Notes to Financial Statements (Unaudited) — continued
amounts recognized for financial statement purposes. The notional or contractual amounts of these instruments represent the investment the Portfolio has in particular classes of financial instruments and do not necessarily represent the amounts potentially subject to risk. The measurement of the risks associated with these instruments is meaningful only when all related and offsetting transactions are considered. A summary of obligations under these financial instruments at April 30, 2016 is included in the Portfolio of Investments. At April 30, 2016, the Portfolio had sufficient cash and/or securities to cover commitments under these contracts.
In the normal course of pursuing its investment objective, the Portfolio is subject to the following risks:
Equity Price Risk: The Portfolio enters into equity futures contracts on securities indices to gain or limit exposure to certain markets particularly in connection with engaging in the dividend capture trading strategy.
Foreign Exchange Risk: Because the Portfolio holds foreign currency denominated investments, the value of these investments and related receivables and payables may change due to future changes in foreign currency exchange rates. To hedge against this risk, the Portfolio entered into forward foreign currency exchange contracts during the period ended April 30, 2016.
The Portfolio enters into forward foreign currency exchange contracts that may contain provisions whereby the counterparty may terminate the contract under certain conditions, including but not limited to a decline in the Portfolio’s net assets below a certain level over a certain period of time, which would trigger a payment by the Portfolio for those derivatives in a liability position. At April 30, 2016, the fair value of derivatives with credit-related contingent features in a net liability position was $338,051. At April 30, 2016, there were no assets pledged by the Portfolio for such liability.
The over-the-counter (OTC) derivatives in which the Portfolio invests are subject to the risk that the counterparty to the contract fails to perform its obligations under the contract. To mitigate this risk, the Portfolio has entered into an International Swaps and Derivatives Association, Inc. Master Agreement (“ISDA Master Agreement”) or similar agreement with substantially all its derivative counterparties. An ISDA Master Agreement is a bilateral agreement between the Portfolio and a counterparty that governs certain OTC derivatives and typically contains, among other things, set-off provisions in the event of a default and/or termination event as defined under the relevant ISDA Master Agreement. Under an ISDA Master Agreement, the Portfolio may, under certain circumstances, offset with the counterparty certain derivative financial instruments’ payables and/or receivables with collateral held and/or posted and create one single net payment. The provisions of the ISDA Master Agreement typically permit a single net payment in the event of default including the bankruptcy or insolvency of the counterparty. However, bankruptcy or insolvency laws of a particular jurisdiction may impose restrictions on or prohibitions against the right of offset in bankruptcy or insolvency. Certain ISDA Master Agreements allow counterparties to OTC derivatives to terminate derivative contracts prior to maturity in the event the Portfolio’s net assets decline by a stated percentage or the Portfolio fails to meet the terms of its ISDA Master Agreements, which would cause the counterparty to accelerate payment by the Portfolio of any net liability owed to it.
The collateral requirements for derivatives traded under an ISDA Master Agreement are governed by a Credit Support Annex to the ISDA Master Agreement. Collateral requirements are determined at the close of business each day and are typically based on changes in market values for each transaction under an ISDA Master Agreement and netted into one amount for such agreement. Generally, the amount of collateral due from or to a counterparty is subject to a minimum transfer threshold amount before a transfer is required, which may vary by counterparty. Collateral pledged for the benefit of the Portfolio and/or counterparty is held in segregated accounts by the Portfolio’s custodian and cannot be sold, re-pledged, assigned or otherwise used while pledged. The portion of such collateral representing cash, if any, is reflected as restricted cash and, in the case of cash pledged by a counterparty for the benefit of the Portfolio, a corresponding liability on the Statement of Assets and Liabilities. Securities pledged by the Portfolio as collateral, if any, are identified as such in the Portfolio of Investments.
The fair value of open derivative instruments (not considered to be hedging instruments for accounting disclosure purposes) by risk exposure at April 30, 2016 was as follows:
| | | | | | | | | | |
| | | | Fair Value | |
Risk | | Derivative | | Asset Derivative | | | Liability Derivative | |
| | | |
Equity Price | | Financial futures contracts | | $ | 170,800 | (1) | | $ | (215,393 | )(1) |
Foreign Exchange | | Forward foreign currency exchange contracts | | | 9,653 | (2) | | | (338,051 | )(3) |
| | |
Total | | $ | 180,453 | | | $ | (553,444 | ) |
| | |
Derivatives not subject to master netting or similar agreements | | $ | 170,800 | | | $ | (215,393 | ) |
| | |
Total Derivatives subject to master netting or similar agreements | | $ | 9,653 | | | $ | (338,051 | ) |
(1) | Amount represents cumulative unrealized appreciation or (depreciation) on futures contracts. Only the current day’s variation margin on open futures contracts is reported within the Statement of Assets and Liabilities as Receivable or Payable for variation margin, as applicable. |
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Notes to Financial Statements (Unaudited) — continued
(2) | Statement of Assets and Liabilities location: Receivable for open forward foreign currency exchange contracts; Net unrealized appreciation. |
(3) | Statement of Assets and Liabilities location: Payable for open forward foreign currency exchange contracts; Net unrealized appreciation. |
The Portfolio’s derivative assets and liabilities at fair value by risk, which are reported gross in the Statement of Assets and Liabilities, are presented in the table above. The following tables present the Portfolio’s derivative assets and liabilities by counterparty, net of amounts available for offset under a master netting agreement and net of the related collateral received by the Portfolio for such assets and pledged by the Portfolio for such liabilities as of April 30, 2016.
| | | | | | | | | | | | | | | | | | | | |
Counterparty | | Derivative Assets Subject to Master Netting Agreement | | | Derivatives Available for Offset | | | Non-cash Collateral Received(a) | | | Cash Collateral Received(a) | | | Net Amount of Derivative Assets(b) | |
| | | | | |
State Street Bank and Trust Company | | $ | 9,653 | | | $ | (9,653 | ) | | $ | — | | | $ | — | | | $ | — | |
| | | | | |
| | | | | | | | | | | | | | | | | | | | |
Counterparty | | Derivative Liabilities Subject to Master Netting Agreement | | | Derivatives Available for Offset | | | Non-cash Collateral Pledged(a) | | | Cash Collateral Pledged(a) | | | Net Amount of Derivative Liabilities(c) | |
| | | | | |
Citibank, N.A. | | $ | (135,600 | ) | | $ | — | | | $ | — | | | $ | — | | | $ | (135,600 | ) |
Standard Chartered Bank | | | (102,343 | ) | | | — | | | | — | | | | — | | | | (102,343 | ) |
State Street Bank and Trust Company | | | (100,108 | ) | | | 9,653 | | | | — | | | | — | | | | (90,455 | ) |
| | | | | |
| | $ | (338,051 | ) | | $ | 9,653 | | | $ | — | | | $ | — | | | $ | (328,398 | ) |
(a) | In some instances, the actual collateral received and/or pledged may be more than the amount shown due to overcollateralization. |
(b) | Net amount represents the net amount due from the counterparty in the event of default. |
(c) | Net amount represents the net amount payable to the counterparty in the event of default. |
The effect of derivative instruments (not considered to be hedging instruments for accounting disclosure purposes) on the Statement of Operations by risk exposure for the period ended April 30, 2016 was as follows:
| | | | | | | | | | |
Risk | | Derivative | | Realized Gain (Loss) on Derivatives Recognized in Income(1) | | | Change in Unrealized Appreciation (Depreciation) on Derivatives Recognized in Income(2) | |
| | | |
Equity Price | | Financial futures contracts | | $ | 1,417,404 | | | $ | (1,789,322 | ) |
Foreign Exchange | | Forward foreign currency exchange contracts | | | (1,321,570 | ) | | | 496,165 | |
| | | |
Total | | | | $ | 95,834 | | | $ | (1,293,157 | ) |
(1) | Statement of Operations location: Net realized gain (loss) – Financial futures contracts and Foreign currency and forward foreign currency exchange contract transactions, respectively. |
(2) | Statement of Operations location: Change in unrealized appreciation (depreciation) – Financial futures contracts and Foreign currency and forward foreign currency exchange contracts, respectively. |
The average notional amounts of derivative contracts outstanding during the period ended April 30, 2016, which are indicative of the volume of these derivative types, were as follows:
| | | | | | | | | | |
Futures Contracts — Long | | | Futures Contracts — Short | | | Forward Foreign Currency Exchange Contracts | |
| | |
| $27,813,000 | | | $ | 29,872,000 | | | $ | 37,731,000 | |
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April 30, 2016
Notes to Financial Statements (Unaudited) — continued
7 Line of Credit
The Portfolio participates with other portfolios and funds managed by EVM and its affiliates in a $625 million unsecured line of credit agreement with a group of banks, which is in effect through September 2, 2016. Borrowings are made by the Portfolio solely to facilitate the handling of unusual and/or unanticipated short-term cash requirements. Interest is charged to the Portfolio based on its borrowings at an amount above either the Eurodollar rate or Federal Funds rate. In addition, a fee computed at an annual rate of 0.10% on the daily unused portion of the line of credit is allocated among the participating portfolios and funds at the end of each quarter. Because the line of credit is not available exclusively to the Portfolio, it may be unable to borrow some or all of its requested amounts at any particular time. The Portfolio did not have any significant borrowings or allocated fees during the period ended April 30, 2016.
8 Risks Associated with Foreign Investments
Investing in securities issued by companies whose principal business activities are outside the United States may involve significant risks not present in domestic investments. For example, there is generally less publicly available information about foreign companies, particularly those not subject to the disclosure and reporting requirements of the U.S. securities laws. Certain foreign issuers are generally not bound by uniform accounting, auditing, and financial reporting requirements and standards of practice comparable to those applicable to domestic issuers. Investments in foreign securities also involve the risk of possible adverse changes in investment or exchange control regulations, expropriation or confiscatory taxation, limitation on the removal of funds or other assets of the Portfolio, political or financial instability or diplomatic and other developments which could affect such investments. Foreign securities markets, while growing in volume and sophistication, are generally not as developed as those in the United States, and securities of some foreign issuers (particularly those located in developing countries) may be less liquid and more volatile than securities of comparable U.S. companies. In general, there is less overall governmental supervision and regulation of foreign securities markets, broker/dealers and issuers than in the United States.
9 Securities Lending Agreement
The Portfolio has established a securities lending agreement with SSBT as securities lending agent in which the Portfolio lends portfolio securities to qualified borrowers in exchange for collateral consisting of either cash or securities issued or guaranteed by the U.S. Government or its agencies or instrumentalities in an amount at least equal to the market value of the securities on loan. The market value of securities loaned is determined daily and any additional required collateral is delivered to the Portfolio on the next business day. Cash collateral is invested in the State Street Navigator Securities Lending Prime Portfolio, a money market fund registered under the 1940 Act. The Portfolio earns interest on the amount invested but it must pay (and at times receive from) the broker a loan rebate fee computed as a varying percentage of the collateral received. For security loans secured by noncash collateral, the Portfolio earns a negotiated lending fee from the borrower. A portion of the income earned by the Portfolio from its investment of cash collateral, net of rebate fees, and lending fees received is allocated to SSBT for its services as lending agent and the portion allocated to the Portfolio is presented as securities lending income, net on the Statement of Operations. Noncash collateral is held by the lending agent on behalf of the Portfolio and cannot be sold or re-pledged by the Portfolio; accordingly, such collateral is not reflected in the Statement of Assets and Liabilities.
The Portfolio is subject to possible delay in the recovery of loaned securities. Pursuant to the securities lending agreement, SSBT has provided indemnification to the Portfolio in the event of default by a borrower with respect to a loan. The Portfolio bears the risk of loss with respect to the investment of cash collateral. At April 30, 2016, the Portfolio had no securities on loan.
10 Fair Value Measurements
Under generally accepted accounting principles for fair value measurements, a three-tier hierarchy to prioritize the assumptions, referred to as inputs, is used in valuation techniques to measure fair value. The three-tier hierarchy of inputs is summarized in the three broad levels listed below.
• | | Level 1 – quoted prices in active markets for identical investments |
• | | Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.) |
• | | Level 3 – significant unobservable inputs (including a fund’s own assumptions in determining the fair value of investments) |
In cases where the inputs used to measure fair value fall in different levels of the fair value hierarchy, the level disclosed is determined based on the lowest level input that is significant to the fair value measurement in its entirety. The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.
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April 30, 2016
Notes to Financial Statements (Unaudited) — continued
At April 30, 2016, the hierarchy of inputs used in valuing the Portfolio’s investments and open derivative instruments, which are carried at value, were as follows:
| | | | | | | | | | | | | | | | |
Asset Description | | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
| | | | |
Common Stocks | | | | | | | | | | | | | | | | |
Consumer Discretionary | | $ | 16,172,557 | | | $ | 16,179,496 | | | $ | — | | | $ | 32,352,053 | |
Consumer Staples | | | 13,546,284 | | | | 16,647,384 | | | | — | | | | 30,193,668 | |
Energy | | | 10,951,229 | | | | 5,105,942 | | | | — | | | | 16,057,171 | |
Financials | | | 27,641,698 | | | | 19,145,285 | | | | — | | | | 46,786,983 | |
Health Care | | | 18,812,030 | | | | 15,843,833 | | | | — | | | | 34,655,863 | |
Industrials | | | 17,315,381 | | | | 11,358,235 | | | | — | | | | 28,673,616 | |
Information Technology | | | 21,625,845 | | | | 11,894,487 | | | | — | | | | 33,520,332 | |
Materials | | | — | | | | 1,838,722 | | | | — | | | | 1,838,722 | |
Telecommunication Services | | | — | | | | 6,852,320 | | | | — | | | | 6,852,320 | |
Utilities | | | 5,088,397 | | | | 3,635,211 | | | | — | | | | 8,723,608 | |
| | | | |
Total Common Stocks | | $ | 131,153,421 | | | $ | 108,500,915 | * | | $ | — | | | $ | 239,654,336 | |
| | | | |
Preferred Stocks | | | | | | | | | | | | | | | | |
Consumer Staples | | $ | — | | | $ | 1,209,928 | | | $ | — | | | $ | 1,209,928 | |
Energy | | | — | | | | 713,333 | | | | — | | | | 713,333 | |
Financials | | | 9,458,116 | | | | 8,544,285 | | | | — | | | | 18,002,401 | |
Industrials | | | — | | | | 976,381 | | | | — | | | | 976,381 | |
Utilities | | | 1,087,335 | | | | 707,751 | | | | — | | | | 1,795,086 | |
| | | | |
Total Preferred Stocks | | $ | 10,545,451 | | | $ | 12,151,678 | | | $ | — | | | $ | 22,697,129 | |
| | | | |
Corporate Bonds & Notes | | $ | — | | | $ | 107,653,521 | | | $ | — | | | $ | 107,653,521 | |
Convertible Bonds | | | — | | | | 585,250 | | | | — | | | | 585,250 | |
Exchange-Traded Funds | | | 11,472,919 | | | | — | | | | — | | | | 11,472,919 | |
Short-Term Investments | | | — | | | | 9,142,515 | | | | — | | | | 9,142,515 | |
| | | | |
Total Investments | | $ | 153,171,791 | | | $ | 238,033,879 | | | $ | — | | | $ | 391,205,670 | |
| | | | |
Forward Foreign Currency Exchange Contracts | | $ | — | | | $ | 9,653 | | | $ | — | | | $ | 9,653 | |
Futures Contracts | | | 170,800 | | | | — | | | | — | | | | 170,800 | |
| | | | |
Total | | $ | 153,342,591 | | | $ | 238,043,532 | | | $ | — | | | $ | 391,386,123 | |
| | | | |
Liability Description | | | | | | | | | | | | | | | | |
| | | | |
Forward Foreign Currency Exchange Contracts | | $ | — | | | $ | (338,051 | ) | | $ | — | | | $ | (338,051 | ) |
Futures Contracts | | | — | | | | (215,393 | ) | | | — | | | | (215,393 | ) |
| | | | |
Total | | $ | — | | | $ | (553,444 | ) | | $ | — | | | $ | (553,444 | ) |
* | Includes foreign equity securities whose values were adjusted to reflect market trading of comparable securities or other correlated instruments that occurred after the close of trading in their applicable foreign markets. |
Eaton Vance
Global Dividend Income NextShares
April 30, 2016
Board of Trustees’ Contract Approval
Overview of the Contract Review Process
The Investment Company Act of 1940, as amended (the “1940 Act”), provides, in substance, that for a fund to enter into an investment advisory agreement with an investment adviser, the fund’s board of trustees, including a majority of the trustees who are not “interested persons” of the fund (“Independent Trustees”), must approve the agreement and its terms at an in-person meeting called for the purpose of considering such approval. At a meeting of the Boards of Trustees (each a “Board”) of the Eaton Vance group of mutual funds (the “Eaton Vance Funds”) held on February 9, 2015, the Board, including a majority of the Independent Trustees, voted to approve the investment advisory agreement of Eaton Vance Global Dividend Income NextShares (the “NextShares Fund”) with Eaton Vance Management (the “Adviser”).
Prior to voting its approval of the investment advisory agreement, the Board received information from the Adviser and its affiliate, Boston Management and Research (together, “Eaton Vance”), that the Board considered reasonably necessary to evaluate the terms of the agreement. The Board considered information furnished by Eaton Vance for the February 9, 2015 meeting relating specifically to the NextShares Fund, as well as information furnished for prior meetings of the Board and its committees, including meetings of a working group of the Board established specifically to assist the Board in evaluating the terms of the investment advisory agreement of the NextShares Fund and of other similar funds. The Board also considered information provided in connection with the annual contract review process for other Eaton Vance Funds, including an existing Eaton Vance Fund (the “Existing Fund”) with the same investment objective, investment strategies, portfolio managers and contractual management fee rates as those of the NextShares Fund. The Board considered differences in the operations and expenses of the NextShares Fund as compared to the Existing Fund.
The information that the Board considered included, among other things, the following:
Information about Fees, Performance and Expenses
• | | A report from an independent data provider comparing the advisory and related fees payable by the Existing Fund with the fees payable by comparable funds identified by the data provider (“comparable funds”); |
• | | A report from an independent data provider comparing the total expense ratio, and its components, of the Existing Fund with those of comparable funds; |
• | | Data comparing the total expense ratio of the NextShares Fund with the expense ratios of the Existing Fund and comparable funds; |
• | | A report from an independent data provider comparing the investment performance of the Existing Fund to the investment performance of comparable funds over various time periods; |
• | | Data comparing the investment performance of the Existing Fund with the performance of benchmark indices over various time periods; |
• | | Comparative information concerning the fees charged and the services provided by Eaton Vance in managing other accounts (including mutual funds, other collective investment funds and institutional accounts) using investment strategies and techniques similar to those to be used in managing the NextShares Fund; |
• | | Profitability analyses for Eaton Vance; |
Information about Portfolio Management and Trading
• | | Descriptions of the investment management services provided by Eaton Vance, including the investment strategies and processes it employs; |
• | | The procedures and processes used to determine the fair value of fund assets and actions taken to monitor and test the effectiveness of such procedures and processes; |
• | | Information about policies and practices with respect to trading, including processes for monitoring best execution of portfolio transactions; |
• | | Information about the allocation of brokerage transactions and the benefits received by Eaton Vance as a result of brokerage allocation, including information concerning the acquisition of research through client commission arrangements and policies with respect to “soft dollars”; |
• | | Data relating to portfolio turnover rates; |
Information about Eaton Vance
• | | Reports detailing the financial results and condition of Eaton Vance; |
• | | Descriptions of the qualifications, education and experience of the individual investment professionals whose responsibilities include portfolio management and investment research for the NextShares Fund, and information relating to their compensation and responsibilities with respect to managing other mutual funds and investment accounts; |
• | | The Codes of Ethics of Eaton Vance and its affiliates, together with information relating to compliance with and the administration of such codes; |
• | | Policies and procedures relating to proxy voting and the handling of corporate actions and class actions; |
• | | Information concerning the resources devoted to compliance efforts undertaken by Eaton Vance and its affiliates (including descriptions of various compliance programs) and their record of compliance; |
• | | Descriptions of the business continuity and disaster recovery plans of Eaton Vance and its affiliates; |
Eaton Vance
Global Dividend Income NextShares
April 30, 2016
Board of Trustees’ Contract Approval — continued
Other Relevant Information
• | | Information concerning the nature, cost and character of the administrative and other non-investment management services provided by the Adviser and its affiliates; |
• | | Information concerning management of the relationship with the custodian, subcustodians and fund accountants by the Adviser and its affiliates; and |
• | | The terms of the investment advisory agreement. |
Results of the Process
Based on its consideration of the foregoing, and such other information as it deemed relevant, including the factors and conclusions described below, the Board concluded that the terms of the NextShares Fund’s investment advisory agreement with the Adviser, including its fee structure, are in the interests of shareholders and, therefore, the Board, including a majority of the Independent Trustees, voted to approve the investment advisory agreement for the NextShares Fund. The conclusions reached with respect to the investment advisory agreement were based on a comprehensive evaluation of all the information provided and not any single factor. Moreover, each member of the Board may have placed varying emphasis on particular factors in reaching conclusions with respect to the investment advisory agreement.
Nature, Extent and Quality of Services
In considering whether to approve the investment advisory agreement of the NextShares Fund, the Board evaluated the nature, extent and quality of services to be provided to the NextShares Fund by the Adviser. The Board noted that the NextShares Fund is expected to invest substantially all of its assets in the Global Dividend Income Portfolio (the “Portfolio”), which will have the same investment objective, investment strategies, portfolio managers and contractual management fee rates as the NextShares Fund. The Board also noted that, under the terms of the investment advisory agreement, the Adviser will receive no separate fee from the NextShares Fund with respect to assets that are invested in the Portfolio but that the Adviser would receive fees from the Portfolio with respect to such assets.
The Board considered Eaton Vance’s management capabilities and investment process with respect to the types of investments held by the Existing Fund (and to be held by the Portfolio), including the education, experience and number of its investment professionals and other personnel who provide portfolio management, investment research, and similar services. The Board evaluated the abilities and experience of such investment personnel in analyzing factors such as special considerations relevant to investing in dividend-paying common and preferred stock. The Board specifically noted that the Adviser has devoted extensive resources to in-house equity research and also draws upon independent research available from third-party sources. The Board also took into account the resources dedicated to portfolio management and other services, as well as the compensation methods of the Adviser and other factors, such as the reputation and resources of the Adviser to recruit and retain investment personnel. In addition, the Board considered the time and attention expected to be devoted to the NextShares Fund by senior management, as well as the infrastructure, operational capabilities and support staff in place to assist in the management of the NextShares Fund, including the provision of administrative services.
The Board considered the special attributes of the NextShares Fund relative to a traditional mutual fund and the benefits that are expected to be realized by investors electing to invest in the NextShares Fund, rather than a traditional mutual fund. The Board also considered the resources devoted by the Adviser and its affiliates in developing an infrastructure necessary to support the on-going operations of the NextShares Fund and in obtaining regulatory approvals necessary to commence operations of the NextShares Fund.
The Board considered the compliance programs of the Adviser and relevant affiliates thereof. Among other matters, the Board considered compliance and reporting matters relating to personal trading by investment personnel, selective disclosure of portfolio holdings, late trading, frequent trading, portfolio valuation, business continuity and the allocation of investment opportunities. The Board also considered the responses of the Adviser and its affiliates to requests in recent years from regulatory authorities such as the Securities and Exchange Commission and the Financial Industry Regulatory Authority.
After consideration of the foregoing factors, among others, the Board concluded that the nature, extent and quality of services to be provided by the Adviser, taken as a whole, are appropriate and consistent with the terms of the investment advisory agreement.
Fund Performance
Because the NextShares Fund had not yet commenced operations when the contract was approved, it had no performance record. As indicated above, however, the Board did consider the investment performance of the Existing Fund in approving the investment advisory agreement for the NextShares Fund.
Management Fees and Expenses
The Board considered contractual fee rates payable by the NextShares Fund for advisory and administrative services (referred to collectively as “management fees”), as well as the management fees payable by the Existing Fund, which are the same. As part of its review, the Board considered the management fees and total expense ratios of the Existing Fund and the NextShares Fund, as compared to those of comparable funds, before and after
Eaton Vance
Global Dividend Income NextShares
April 30, 2016
Board of Trustees’ Contract Approval — continued
giving effect to any undertaking to waive fees or reimburse expenses. The Board also considered the fee that the NextShares Fund will pay to Eaton Vance for providing services required to operate the NextShares Fund in accordance with relevant regulatory approvals.
After considering the foregoing information, and in light of the nature, extent and quality of the services to be provided by the Adviser, the Board concluded that the management fees proposed to be charged to the NextShares Fund for advisory and related services are reasonable.
Profitability
The Board considered the level of profits realized by the Adviser and relevant affiliates thereof in providing investment advisory and administrative services to the Existing Fund. The Board considered the level of profits realized without regard to revenue sharing or other payments made by the Adviser and its affiliates to third parties in respect of distribution services. The Board also considered other direct or indirect benefits received by the Adviser and its affiliates in connection with their relationships with the Existing Fund, including the benefits of research services that may be available to the Adviser as a result of securities transactions effected for the Existing Fund and other investment advisory clients.
The Board concluded that, in light of the foregoing factors and the nature, extent and quality of the services to be rendered to the NextShares Fund, the profits expected to be realized by the Adviser and its affiliates with respect to the NextShares Fund will be reasonable.
Economies of Scale
In reviewing management fees and profitability, the Board also considered the extent to which the Adviser and its affiliates, on the one hand, and the NextShares Fund, on the other hand, can expect to realize benefits from economies of scale as the assets of the NextShares Fund increase. The Board acknowledged the difficulty in accurately measuring the benefits resulting from the economies of scale with respect to the management of any specific fund or group of funds. The Board concluded that, assuming reasonably foreseeable increases in the assets of the NextShares Fund, the structure of the advisory fee, which includes breakpoints at several asset levels, can be expected to allow the NextShares Fund to benefit from economies of scale in the future.
Eaton Vance
Global Income Builder NextShares
April 30, 2016
Board of Trustees’ Contract Approval
Overview of the Contract Review Process
The Investment Company Act of 1940, as amended (the “1940 Act”), provides, in substance, that for a fund to enter into an investment advisory agreement with an investment adviser, the fund’s board of trustees, including a majority of the trustees who are not “interested persons” of the fund (“Independent Trustees”), must approve the agreement and its terms at an in-person meeting called for the purpose of considering such approval.
At a meeting of the Boards of Trustees (each, a “Board”) of the registered investment companies advised, administered and/or distributed by Eaton Vance Management (the “EVM”) or its affiliates (the “Eaton Vance Funds”) held on February 10 – 11, 2016, the Board, including a majority of the Independent Trustees, voted to approve a sub-advisory agreement for Eaton Vance Management (International) Limited (“EVMI” or the “Sub-adviser”) with respect to Eaton Vance Global Income Builder NextShares (the “NextShares Fund”). EVMI is a subsidiary of EVM, which serves as the investment adviser of the NextShares Fund. The NextShares Fund is expected to invest substantially all of its assets in the Global Income Builder Portfolio. Boston Management and Research (“BMR”), which is also a subsidiary of EVM, serves as the investment adviser of the Portfolio (BMR and EVM are referred to together herein as the “Adviser”) and EVMI serves as the sub-adviser of the Portfolio.
In considering the proposal to appoint EVMI as a sub-adviser of the NextShares Fund, the Board reviewed information furnished for its February 10 – 11, 2016 meeting and other meetings of the Board and its Committees held throughout the year, including meetings at which the Board or its Committees considered other investment advisory and sub-advisory agreements for the NextShares Fund and other Eaton Vance Funds. Among other things, the Board considered information provided with respect to the investment advisory and sub-advisory agreements for an existing Eaton Vance Fund (the “Existing Fund”) with the same investment objective, investment strategies, portfolio managers and contractual management fee rates as those of the NextShares Fund. EVM serves as the adviser and EVMI serves as a sub-adviser of the Existing Fund. Although the Board recognized differences in the operations and expenses of the NextShares Fund as compared to the Existing Fund, the Board also recognized that the investment objectives and strategies of the NextShares Fund and the Existing Fund are the same and that the investment personnel of the Sub-adviser who will be primarily responsible for the day-to-day management of assets of the NextShares Fund under the sub-advisory agreement have been providing substantially the same services for the Existing Fund. Accordingly, in evaluating the proposal to appoint EVMI as a sub-adviser of the NextShares Fund, the Board considered information provided in connection with the most recent approval of (i) the NextShares Fund’s investment advisory agreement with EVM, which occurred in February 2015, (ii) the Portfolio’s investment advisory agreement with BMR, which occurred in February 2015, (iii) the Existing Fund’s investment advisory agreement with EVM, which occurred in April 2015 and (iv) the sub-advisory agreement with EVMI for the Existing Fund, which occurred in November 2015 (collectively, the “Prior Approvals”).
Information considered by the Board relating to the proposed sub-advisory agreement included, among other things, the following:
Information about Fees and Expenses
• | | The advisory and related fees to be paid by the NextShares Fund and the sub-advisory fees to be paid by EVM to the Sub-adviser; |
• | | Comparative information concerning fees charged by other advisers for managing funds similar to the NextShares Fund; |
Information about Portfolio Management and Trading
• | | Descriptions of the investment management services to be provided to the NextShares Fund, including the investment strategies and processes to be employed; |
• | | The procedures and processes to be used to determine the fair value of fund assets and actions to be taken to monitor and test the effectiveness of such procedures and processes; |
• | | Information about the Sub-adviser’s policies and practices with respect to trading, including processes for monitoring best execution of portfolio transactions; |
• | | Information about the allocation of brokerage transactions and the benefits expected to be received by the Sub-adviser as a result of brokerage allocation, including information concerning the acquisition of research through client commission arrangements and policies with respect to “soft dollars”; |
Information about the Adviser and Sub-adviser
• | | Reports detailing the financial results and condition of the Sub-adviser; |
• | | Descriptions of the qualifications, education and experience of the individual investment professionals whose responsibilities include portfolio management and investment research for the NextShares Fund, and information relating to their compensation and responsibilities with respect to managing other mutual funds and, if applicable, investment accounts; |
• | | The Code of Ethics of the Sub-adviser, together with information relating to compliance with and the administration of such Code; |
• | | Policies and procedures relating to proxy voting and the handling of corporate actions and class actions; |
• | | Information concerning the resources devoted to compliance by the Sub-adviser, (including descriptions of various compliance programs); |
• | | Descriptions of the business continuity and disaster recovery plans of the Adviser and its affiliates, including the Sub-adviser; |
• | | A description of the Adviser’s procedures for overseeing sub-advisers, including with respect to regulatory and compliance issues, investment management and other matters; and |
Eaton Vance
Global Income Builder NextShares
April 30, 2016
Board of Trustees’ Contract Approval — continued
Other Relevant Information
• | | The terms of the investment advisory agreement and sub-advisory agreement of the NextShares Fund, which are substantially the same as the terms of the investment advisory agreement and sub-advisory agreement of the Existing Fund. |
Results of the Process
Based on its consideration of the foregoing, and such other information as it deemed relevant, including the factors and conclusions described below, the Board concluded that the terms of the sub-advisory agreement are in the interests of shareholders and, therefore, the Board, including a majority of the Independent Trustees, voted to approve the sub-advisory agreement for the NextShares Fund.
Nature, Extent and Quality of Services
In considering whether to approve the sub-advisory agreement of the NextShares Fund, the Board evaluated the nature, extent and quality of services to be provided to the NextShares Fund by the Sub-adviser. The Board noted that the NextShares Fund is expected to invest substantially all of its assets in the Portfolio, which will have the same investment objective, investment strategies, portfolio managers and contractual management fee rates as the NextShares Fund. The Board also noted that, under the terms of the investment advisory agreement, EVM will receive no separate fee from the NextShares Fund with respect to assets that are invested in the Portfolio but that BMR will receive fees from the Portfolio with respect to such assets.
The Board considered the Sub-adviser’s management capabilities and investment process with respect to the types of investments to be held by the NextShares Fund, including the education, experience and number of its investment professionals and other personnel who will provide portfolio management, investment research, and similar services to the NextShares Fund. The Board considered the resources available to the Sub-adviser in fulfilling its duties under the sub-advisory agreement and the Sub-adviser’s abilities and experience in implementing the NextShares Fund’s investment strategy. In particular, the Board considered the abilities and experience of the Sub-adviser’s personnel in analyzing special considerations relevant to investing in dividend-paying common and preferred stocks. The Board also took into account the resources dedicated to portfolio management and other services, as well as other factors, such as the reputation and resources of the Sub-Adviser to recruit and retain investment personnel. In addition, the Board considered the time and attention expected to be devoted to the NextShares Fund by senior management, as well as the infrastructure, operational capabilities and support staff in place to assist in the management of the NextShares Fund, including the provision of administrative services. The Board considered the development of the international investment capabilities of the Sub-adviser, which is based in London, and the potential benefits to the NextShares Fund of having portfolio management services involving investments in international equities provided by investment professionals located abroad.
The Board considered the compliance programs of the Sub-adviser. Among other matters, the Board considered compliance and reporting matters relating to personal trading by investment personnel, selective disclosure of portfolio holdings, portfolio valuation, business continuity and the allocation of investment opportunities.
After consideration of the foregoing factors, among others, the Board concluded that the nature, extent and quality of services to be provided by the Sub-adviser, taken as a whole, will be appropriate and consistent with the terms of the sub-advisory agreement.
Performance
Because the NextShares Fund had not yet commenced operations when the sub-advisory agreement was approved, the NextShares Fund had no performance record. In connection with the Prior Approvals, however, the Board considered the investment performance of the Existing Fund and concluded that such performance was satisfactory.
Management Fees, Profitability and Economies of Scale
The Board considered the fact that, in connection with the Prior Approvals, the Board had concluded with respect to the Existing Fund, the Portfolio and the NextShares Fund that (i) the management fees are reasonable, (ii) the profits being realized by EVM and its affiliates with respect to the Existing Fund are reasonable and the profits expected to be realized by the Adviser and its affiliates with respect to the Portfolio and the NextShares Fund will be reasonable and (iii) the structure of the advisory fee, which includes breakpoints at several asset levels, can be expected to allow the Existing Fund, the Portfolio and the NextShares Fund to benefit from economies of scale in the future. In considering whether to approve the sub-advisory agreement for the NextShares Fund, the Board considered the fact that EVMI is an affiliate of the Adviser, the appointment of EVMI as the sub-adviser of the NextShares Fund will not result in a change in the personnel who are primarily responsible for the day-to-day management of the assets of the NextShares Fund, the terms of the advisory agreement (including the fees payable thereunder) will not change, and EVM will be responsible for the payment of all fees of the Sub-adviser under the sub-advisory agreement. Accordingly, the Board concluded that the appointment of EVMI as a sub-adviser of the NextShares Fund is not expected to adversely affect the performance of the NextShares Fund, the reasonableness of the management fees payable to EVM by the NextShares Fund, the profits to be realized by EVM and its affiliates in managing the NextShares Fund or the extent to which the NextShares Fund can be expected to benefit from economies of scale in the future.
Global Dividend Income Portfolio
April 30, 2016
Board of Trustees’ Contract Approval
Overview of the Contract Review Process
The Investment Company Act of 1940, as amended (the “1940 Act”), provides, in substance, that for a fund to enter into an investment advisory agreement with an investment adviser, the fund’s board of trustees, including a majority of the trustees who are not “interested persons” of the fund (“Independent Trustees”), must approve the agreement and its terms at an in-person meeting called for the purpose of considering such approval. At a meeting of the Boards of Trustees (each a “Board”) of the Eaton Vance group of mutual funds (the “Eaton Vance Funds”) held on February 9, 2015, the Board, including a majority of the Independent Trustees, voted to approve the investment advisory agreement of Global Dividend Income Portfolio (the “Portfolio”) with Boston Management and Research (the “Adviser”).
Prior to voting its approval of the investment advisory agreement, the Board received information from the Adviser and its affiliate, Eaton Vance Management (together, “Eaton Vance”), that the Board considered reasonably necessary to evaluate the terms of the agreement. The Board considered information furnished by Eaton Vance for the February 9, 2015 meeting relating specifically to the Portfolio, as well as information furnished for prior meetings of the Board and its committees. The Board also considered information provided in connection with the annual contract review process for other Eaton Vance Funds, including an existing Eaton Vance Fund (the “Existing Fund”) with the same investment objective, investment strategies, portfolio managers and contractual management fee rates as those of the Portfolio. The Board noted that the Existing Fund is expected to convert to a master-feeder structure by contributing its assets to the Portfolio in exchange for an interest in the Portfolio.
The information that the Board considered included, among other things, the following:
Information about Fees, Performance and Expenses
• | | A report from an independent data provider comparing the advisory and related fees payable by the Existing Fund with the fees payable by comparable funds identified by the data provider (“comparable funds”); |
• | | A report from an independent data provider comparing the total expense ratio, and its components, of the Existing Fund with those of comparable funds; |
• | | Data comparing the advisory and related fees payable by the Portfolio with fees payable by comparable funds; |
• | | A report from an independent data provider comparing the investment performance of the Existing Fund to the investment performance of comparable funds over various time periods; |
• | | Data comparing the investment performance of the Existing Fund with the performance of benchmark indices over various time periods; |
• | | Comparative information concerning the fees charged and the services provided by Eaton Vance in managing other accounts (including mutual funds, other collective investment funds and institutional accounts) using investment strategies and techniques similar to those to be used in managing the Portfolio; |
• | | Profitability analyses for Eaton Vance; |
Information about Portfolio Management and Trading
• | | Descriptions of the investment management services provided by Eaton Vance, including the investment strategies and processes it employs; |
• | | The procedures and processes used to determine the fair value of fund assets and actions taken to monitor and test the effectiveness of such procedures and processes; |
• | | Information about policies and practices with respect to trading, including processes for monitoring best execution of portfolio transactions; |
• | | Information about the allocation of brokerage transactions and the benefits received by Eaton Vance as a result of brokerage allocation, including information concerning the acquisition of research through client commission arrangements and policies with respect to “soft dollars”; |
• | | Data relating to portfolio turnover rates; |
Information about Eaton Vance
• | | Reports detailing the financial results and condition of Eaton Vance; |
• | | Descriptions of the qualifications, education and experience of the individual investment professionals whose responsibilities include portfolio management and investment research for the Portfolio, and information relating to their compensation and responsibilities with respect to managing other mutual funds and investment accounts; |
• | | The Codes of Ethics of Eaton Vance and its affiliates, together with information relating to compliance with and the administration of such codes; |
• | | Policies and procedures relating to proxy voting and the handling of corporate actions and class actions; |
• | | Information concerning the resources devoted to compliance efforts undertaken by Eaton Vance and its affiliates (including descriptions of various compliance programs) and their record of compliance; |
• | | Descriptions of the business continuity and disaster recovery plans of Eaton Vance and its affiliates; |
Other Relevant Information
• | | Information concerning the nature, cost and character of the administrative and other non-investment management services provided by the Adviser and its affiliates; |
Global Dividend Income Portfolio
April 30, 2016
Board of Trustees’ Contract Approval — continued
• | | Information concerning management of the relationship with the custodian, subcustodians and fund accountants by the Adviser and its affiliates; and |
• | | The terms of the investment advisory agreement. |
Results of the Process
Based on its consideration of the foregoing, and such other information as it deemed relevant, including the factors and conclusions described below, the Board concluded that the terms of the Portfolio’s investment advisory agreement with the Adviser, including its fee structure, are in the interests of shareholders and, therefore, the Board, including a majority of the Independent Trustees, voted to approve the investment advisory agreement for the Portfolio. The conclusions reached with respect to the investment advisory agreement were based on a comprehensive evaluation of all the information provided and not any single factor. Moreover, each member of the Board may have placed varying emphasis on particular factors in reaching conclusions with respect to the investment advisory agreement.
Nature, Extent and Quality of Services
In considering whether to approve the investment advisory agreement of the Portfolio, the Board evaluated the nature, extent and quality of services to be provided to the Portfolio by the Adviser.
The Board considered Eaton Vance’s management capabilities and investment process with respect to the types of investments held by the Existing Fund (and to be held by the Portfolio), including the education, experience and number of its investment professionals and other personnel who provide portfolio management, investment research, and similar services. The Board evaluated the abilities and experience of such investment personnel in analyzing factors such as special considerations relevant to investing in dividend-paying common and preferred stock. The Board specifically noted that the Adviser has devoted extensive resources to in-house equity research and also draws upon independent research available from third-party sources. The Board also took into account the resources dedicated to portfolio management and other services, as well as the compensation methods of the Adviser and other factors, such as the reputation and resources of the Adviser to recruit and retain investment personnel. In addition, the Board considered the time and attention expected to be devoted to the Portfolio by senior management, as well as the infrastructure, operational capabilities and support staff in place to assist in the management of the Portfolio, including the provision of administrative services.
The Board considered the compliance programs of the Adviser and relevant affiliates thereof. Among other matters, the Board considered compliance and reporting matters relating to personal trading by investment personnel, selective disclosure of portfolio holdings, late trading, frequent trading, portfolio valuation, business continuity and the allocation of investment opportunities. The Board also considered the responses of the Adviser and its affiliates to requests in recent years from regulatory authorities such as the Securities and Exchange Commission and the Financial Industry Regulatory Authority.
After consideration of the foregoing factors, among others, the Board concluded that the nature, extent and quality of services to be provided by the Adviser, taken as a whole, are appropriate and consistent with the terms of the investment advisory agreement.
Portfolio Performance
Because the Portfolio had not yet commenced operations when the contract was approved, it had no performance record. As indicated above, however, the Board did consider the investment performance of the Existing Fund in approving the investment advisory agreement for the Portfolio.
Management Fees and Expenses
The Board considered contractual fee rates payable by the Portfolio for advisory services (referred to as “management fees”), as well as the management fees payable by the Existing Fund, which are the same. As part of its review, the Board considered the management fees of the Existing Fund and the Portfolio, as compared to those of comparable funds, before and after giving effect to any undertaking to waive fees or reimburse expenses.
After considering the foregoing information, and in light of the nature, extent and quality of the services to be provided by the Adviser, the Board concluded that the management fees proposed to be charged to the Portfolio for advisory and related services are reasonable.
Profitability
The Board considered the level of profits realized by the Adviser and relevant affiliates thereof in providing investment advisory and administrative services to the Existing Fund. The Board considered the level of profits realized without regard to revenue sharing or other payments made by the Adviser and its affiliates to third parties in respect of distribution services. The Board also considered other direct or indirect benefits received by the Adviser and its affiliates in connection with their relationships with the Existing Fund, including the benefits of research services that may be available to the Adviser as a result of securities transactions effected for the Existing Fund and other investment advisory clients.
The Board concluded that, in light of the foregoing factors and the nature, extent and quality of the services to be rendered to the Portfolio, the profits expected to be realized by the Adviser and its affiliates with respect to the Portfolio will be reasonable.
Global Dividend Income Portfolio
April 30, 2016
Board of Trustees’ Contract Approval — continued
Economies of Scale
In reviewing management fees and profitability, the Board also considered the extent to which the Adviser and its affiliates, on the one hand, and the Portfolio, on the other hand, can expect to realize benefits from economies of scale as the assets of the Portfolio increase. The Board acknowledged the difficulty in accurately measuring the benefits resulting from the economies of scale with respect to the management of any specific fund or group of funds. The Board concluded that, assuming reasonably foreseeable increases in the assets of the Portfolio, the structure of the advisory fee, which includes breakpoints at several asset levels, can be expected to allow the Portfolio to benefit from economies of scale in the future.
Global Income Builder Portfolio
April 30, 2016
Board of Trustees’ Contract Approval
Overview of the Contract Review Process
The Investment Company Act of 1940, as amended (the “1940 Act”), provides, in substance, that for a fund to enter into an investment advisory agreement with an investment adviser, the fund’s board of trustees, including a majority of the trustees who are not “interested persons” of the fund (“Independent Trustees”), must approve the agreement and its terms at an in-person meeting called for the purpose of considering such approval.
At a meeting of the Boards of Trustees (each, a “Board”) of the registered investment companies advised, administered and/or distributed by Eaton Vance Management (the “EVM”) or its affiliates (the “Eaton Vance Funds”) held on February 10 – 11, 2016, the Board, including a majority of the Independent Trustees, voted to approve a sub-advisory agreement for Eaton Vance Management (International) Limited (“EVMI” or the “Sub-adviser”) with respect to Global Income Builder Portfolio (formerly Global Dividend Income Portfolio) (the “Portfolio”). EVMI is a subsidiary of EVM. Boston Management and Research (“BMR”), which is also a subsidiary of EVM, serves as the investment adviser of the Portfolio (BMR and EVM are referred to together herein as the “Adviser”).
In considering the proposal to appoint EVMI as a sub-adviser of the Portfolio, the Board reviewed information furnished for its February 10 – 11, 2016 meeting and other meetings of the Board and its Committees held throughout the year, including meetings at which the Board or its Committees considered other investment advisory and sub-advisory agreements for the Portfolio and other Eaton Vance Funds. Among other things, the Board considered information provided with respect to the investment advisory and sub-advisory agreements for an existing Eaton Vance Fund (the “Existing Fund”) with the same investment objective, investment strategies, portfolio managers and contractual management fee rates as those of the Portfolio. EVM serves as the adviser and EVMI serves as a sub-adviser of the Existing Fund. The Board noted that the Existing Fund is expected to operate in a master-feeder structure with the Portfolio by contributing its assets to the Portfolio in exchange for an interest in the Portfolio. The Board further noted that the investment personnel of the Sub-adviser who will be primarily responsible for the day-to-day management of assets of the Portfolio under the sub-advisory agreement have been providing substantially the same services for the Existing Fund. Accordingly, in evaluating the proposal to appoint EVMI as a sub-adviser of the Portfolio, the Board considered information provided in connection with the most recent approval of (i) the Portfolio’s investment advisory agreement with BMR , which occurred in February 2015, (ii) the Existing Fund’s investment advisory agreement with EVM, which occurred in April 2015 and (iii) the sub-advisory agreement with EVMI for the Existing Fund, which occurred in November 2015 (collectively, the “Prior Approvals”).
Information considered by the Board relating to the proposed sub-advisory agreement included, among other things, the following:
Information about Fees and Expenses
• | | The advisory and related fees to be paid by the Portfolio and the sub-advisory fees to be paid by BMR to the Sub-adviser; |
• | | Comparative information concerning fees charged by other advisers for managing funds similar to the Portfolio; |
Information about Portfolio Management and Trading
• | | Descriptions of the investment management services to be provided to the Portfolio, including the investment strategies and processes to be employed; |
• | | The procedures and processes to be used to determine the fair value of fund assets and actions to be taken to monitor and test the effectiveness of such procedures and processes; |
• | | Information about the Sub-adviser’s policies and practices with respect to trading, including processes for monitoring best execution of portfolio transactions |
• | | Information about the allocation of brokerage transactions and the benefits expected to be received by the Sub-adviser as a result of brokerage allocation, including information concerning the acquisition of research through client commission arrangements and policies with respect to “soft dollars”; |
Information about the Adviser and Sub-adviser
• | | Reports detailing the financial results and condition of the Sub-adviser; |
• | | Descriptions of the qualifications, education and experience of the individual investment professionals whose responsibilities include portfolio management and investment research for the Portfolio, and information relating to their compensation and responsibilities with respect to managing other mutual funds and, if applicable, investment accounts; |
• | | The Code of Ethics of the Sub-adviser, together with information relating to compliance with and the administration of the Code; |
• | | Policies and procedures relating to proxy voting and the handling of corporate actions and class actions; |
• | | Information concerning the resources devoted to compliance by the Sub-adviser, (including descriptions of various compliance programs); |
• | | Descriptions of the business continuity and disaster recovery plans of the Adviser and its affiliates, including the Sub-adviser; |
• | | A description of the Adviser’s procedures for overseeing sub-advisers, including with respect to regulatory and compliance issues, investment management and other matters; and |
Global Income Builder Portfolio
April 30, 2016
Board of Trustees’ Contract Approval — continued
Other Relevant Information
• | | The terms of the investment advisory agreement and sub-advisory agreement of the Portfolio, which are substantially the same as the terms of the investment advisory agreement and sub-advisory agreement of the Existing Fund. |
Results of the Process
Based on its consideration of the foregoing, and such other information as it deemed relevant, including the factors and conclusions described below, the Board concluded that the terms of the sub-advisory agreement are in the interests of shareholders and, therefore, the Board, including a majority of the Independent Trustees, voted to approve the sub-advisory agreement for the Portfolio.
Nature, Extent and Quality of Services
In considering whether to approve the sub-advisory agreement of the Portfolio, the Board evaluated the nature, extent and quality of services to be provided to the Portfolio by the Sub-adviser.
The Board considered the Sub-adviser’s management capabilities and investment process with respect to the types of investments to be held by the Portfolio, including the education, experience and number of its investment professionals and other personnel who will provide portfolio management, investment research, and similar services to the Portfolio. The Board considered the resources available to the Sub-adviser in fulfilling its duties under the sub-advisory agreement and the Sub-adviser’s abilities and experience in implementing the Portfolio’s investment strategy. In particular, the Board considered the abilities and experience of the Sub-adviser’s personnel in analyzing special considerations relevant to investing in dividend-paying common and preferred stocks. The Board also took into account the resources dedicated to portfolio management and other services, as well as other factors, such as the reputation and resources of the Sub-Adviser to recruit and retain investment personnel. In addition, the Board considered the time and attention expected to be devoted to the Portfolio by senior management, as well as the infrastructure, operational capabilities and support staff in place to assist in the management of the Portfolio, including the provision of administrative services. The Board considered the development of the international investment capabilities of the Sub-adviser, which is based in London, and the potential benefits to the Portfolio of having portfolio management services involving investments in international equities provided by investment professionals located abroad.
The Board considered the compliance programs of the Sub-adviser. Among other matters, the Board considered compliance and reporting matters relating to personal trading by investment personnel, selective disclosure of portfolio holdings, portfolio valuation, business continuity and the allocation of investment opportunities.
After consideration of the foregoing factors, among others, the Board concluded that the nature, extent and quality of services to be provided by the Sub-adviser, taken as a whole, will be appropriate and consistent with the terms of the sub-advisory agreement.
Performance
Because the Portfolio had not yet commenced operations when the sub-advisory agreement was approved, the Portfolio had no performance record. In connection with the Prior Approvals, however, the Board considered the investment performance of the Existing Fund and concluded that such performance was satisfactory.
Management Fees, Profitability and Economies of Scale
The Board considered the fact that, in connection with the Prior Approvals, the Board had concluded with respect to the Existing Fund and the Portfolio that (i) the management fees are reasonable, (ii) the profits being realized by EVM and its affiliates with respect to the Existing Fund are reasonable and the profits expected to be realized by BMR and its affiliates with respect to the Portfolio will be reasonable and (iii) the structure of the advisory fee, which includes breakpoints at several asset levels, can be expected to allow the Existing Fund and the Portfolio to benefit from economies of scale in the future. In considering whether to approve the sub-advisory agreement for the Portfolio, the Board considered the fact that EVMI is an affiliate of the Adviser, the appointment of EVMI as the sub-adviser of the Portfolio will not result in a change in the personnel who are primarily responsible for the day-to-day management of the assets of the Portfolio, the terms of the advisory agreement (including the fees payable thereunder) will not change, and BMR will be responsible for the payment of all fees of the Sub-adviser under the sub-advisory agreement. Accordingly, the Board concluded that the appointment of EVMI as a sub-adviser of the Portfolio is not expected to adversely affect the performance of the Portfolio (or any Eaton Vance Fund investing in the Portfolio), the reasonableness of the management fees payable to BMR by the Portfolio, the profits to be realized by BMR and its affiliates in managing the Portfolio or the extent to which the Portfolio can be expected to benefit from economies of scale in the future.
Eaton Vance
Global Income Builder NextShares
April 30, 2016
Officers and Trustees
Officers of Eaton Vance Global Income Builder NextShares
Edward J. Perkin
President
Maureen A. Gemma
Vice President, Secretary and
Chief Legal Officer
James F. Kirchner
Treasurer
Paul M. O’Neil
Chief Compliance Officer
Officers of Global Income Builder Portfolio
Michael A. Allison
President
Maureen A. Gemma
Vice President, Secretary and
Chief Legal Officer
James F. Kirchner
Treasurer
Paul M. O’Neil
Chief Compliance Officer
Trustees of Eaton Vance Global Income Builder NextShares and Global Income Builder Portfolio
Ralph F. Verni
Chairperson
William H. Park
Vice-Chairperson
Scott E. Eston
Thomas E. Faust Jr.*
Cynthia E. Frost
George J. Gorman
Valerie A. Mosley
Helen Frame Peters
Susan J. Sutherland
Harriett Tee Taggart
Eaton Vance Funds
IMPORTANT NOTICES
Privacy. The Eaton Vance organization is committed to ensuring your financial privacy. Each of the financial institutions identified below has in effect the following policy (“Privacy Policy”) with respect to nonpublic personal information about its customers:
• | | Only such information received from you, through application forms or otherwise, and information about your Eaton Vance fund transactions will be collected. This may include information such as name, address, social security number, tax status, account balances and transactions. |
• | | None of such information about you (or former customers) will be disclosed to anyone, except as permitted by law (which includes disclosure to employees necessary to service your account). In the normal course of servicing a customer’s account, Eaton Vance may share information with unaffiliated third parties that perform various required services such as transfer agents, custodians and broker-dealers. |
• | | Policies and procedures (including physical, electronic and procedural safeguards) are in place that are designed to protect the confidentiality of such information. |
• | | We reserve the right to change our Privacy Policy at any time upon proper notification to you. Customers may want to review our Privacy Policy periodically for changes by accessing the link on our homepage: www.eatonvance.com. |
Our pledge of privacy applies to the following entities within the Eaton Vance organization: the Eaton Vance Family of Funds, Eaton Vance Management, Eaton Vance Investment Counsel, Eaton Vance Distributors, Inc., Eaton Vance Trust Company, Eaton Vance Management (International) Limited, Eaton Vance Management’s Real Estate Investment Group and Boston Management and Research. In addition, our Privacy Policy applies only to those Eaton Vance customers who are individuals and who have a direct relationship with us. If a customer’s account (i.e., fund shares) is held in the name of a third-party financial advisor/broker-dealer, it is likely that only such advisor’s privacy policies apply to the customer. This notice supersedes all previously issued privacy disclosures. For more information about Eaton Vance’s Privacy Policy, please call 1-800-262-1122.
Delivery of Shareholder Documents. The Securities and Exchange Commission (SEC) permits funds to deliver only one copy of shareholder documents, including prospectuses, proxy statements and shareholder reports, to fund investors with multiple accounts at the same residential or post office box address. This practice is often called “householding” and it helps eliminate duplicate mailings to shareholders. Your financial advisor may household the mailing of your documents indefinitely unless you instruct your financial advisor otherwise. If you would prefer that your Eaton Vance documents not be householded, please contact your financial advisor. Your instructions that householding not apply to delivery of your Eaton Vance documents will typically be effective within 30 days of receipt by your financial advisor.
Portfolio Holdings. Each Eaton Vance Fund and its underlying Portfolio(s) (if applicable) will file a schedule of portfolio holdings on Form N-Q with the SEC for the first and third quarters of each fiscal year. The Form N-Q will be available on the Eaton Vance website at www.eatonvance.com, by calling Eaton Vance at 1-800-262-1122 or in the EDGAR database on the SEC’s website at www.sec.gov. Form N-Q may also be reviewed and copied at the SEC’s public reference room in Washington, D.C. (call 1-800-732-0330 for information on the operation of the public reference room).
Proxy Voting. From time to time, funds are required to vote proxies related to the securities held by the funds. The Eaton Vance Funds or their underlying Portfolios (if applicable) vote proxies according to a set of policies and procedures approved by the Funds’ and Portfolios’ Boards. You may obtain a description of these policies and procedures and information on how the Funds or Portfolios voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge, upon request, by calling 1-800-262-1122 and by accessing the SEC’s website at www.sec.gov.
Investment Adviser of Global Income Builder Portfolio
Boston Management and Research
Two International Place
Boston, MA 02110
Investment Sub-Adviser of Eaton Vance Global Income Builder NextShares and Global Income Builder Portfolio
Eaton Vance Management (International) Limited
125 Old Broad Street
London, EC2N 1AR
United Kingdom
Investment Adviser and Administrator of Eaton Vance Global Income Builder NextShares
Eaton Vance Management
Two International Place
Boston, MA 02110
Distributor*
Foreside Fund Services, LLC
Three Canal Plaza, Suite 100
Portland, ME 04101
Custodian
State Street Bank and Trust Company
State Street Financial Center, One Lincoln Street
Boston, MA 02111
Transfer and Dividend Disbursing Agent
State Street Bank and Trust Company
State Street Financial Center, One Lincoln Street
Boston, MA 02111
Fund Offices
Two International Place
Boston, MA 02110
* | FINRA BrokerCheck. Investors may check the background of their Investment Professional by contacting the Financial Industry Regulatory Authority (FINRA). FINRA BrokerCheck is a free tool to help investors check the professional background of current and former FINRA-registered securities firms and brokers. FINRA BrokerCheck is available by calling 1-800-289-9999 and at www.FINRA.org. The FINRA BrokerCheck brochure describing this program is available to investors at www.FINRA.org. |
21984 4.30.16
Item 2. Code of Ethics
Not required in this filing.
Item 3. Audit Committee Financial Expert
Not required in this filing.
Item 4. Principal Accountant Fees and Services
Not required in this filing.
Item 5. Audit Committee of Listed Registrants
Not applicable.
Item 6. Schedule of Investments
Please see schedule of investments contained in the Report to Stockholders included under Item 1 of this Form N-CSR.
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies
Not applicable.
Item 8. Portfolio Managers of Closed-End Management Investment Companies
Not applicable.
Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers
Not applicable.
Item 10. Submission of Matters to a Vote of Security Holders
No material changes.
Item 11. Controls and Procedures
(a) It is the conclusion of the registrant’s principal executive officer and principal financial officer that the effectiveness of the registrant’s current disclosure controls and procedures (such disclosure controls and procedures having been evaluated within 90 days of the date of this filing) provide reasonable assurance that the information required to be disclosed by the registrant has been recorded, processed, summarized and reported within the time period specified in the Commission’s rules and forms and that the information required to be disclosed by the registrant has been accumulated and communicated to the registrant’s principal executive officer and principal financial officer in order to allow timely decisions regarding required disclosure.
(b) There have been no changes in the registrant’s internal controls over financial reporting during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
Item 12. Exhibits
| | |
(a)(1) | | Registrant’s Code of Ethics – Not applicable (please see Item 2). |
| |
(a)(2)(i) | | Treasurer’s Section 302 certification. |
| |
(a)(2)(ii) | | President’s Section 302 certification. |
| |
(b) | | Combined Section 906 certification. |
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Eaton Vance NextShares Trust
| | |
By: | | /s/ Edward J. Perkin |
| | Edward J. Perkin |
| | President |
| |
Date: | | June 21, 2016 |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| | |
By: | | /s/ James F. Kirchner |
| | James F. Kirchner |
| | Treasurer |
| |
Date: | | June 21, 2016 |
| | |
By: | | /s/ Edward J. Perkin |
| | Edward J. Perkin |
| | President |
| |
Date: | | June 21, 2016 |