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: 811-08340
Greater India Portfolio
(Exact Name of Registrant as Specified in Charter)
Two International Place, Boston, Massachusetts 02110
(Address of Principal Executive Offices)
Maureen A. Gemma
Two International Place, Boston, Massachusetts 02110
(Name and Address of Agent for Services)
(617) 482-8260
(Registrant’s Telephone Number)
December 31
Date of Fiscal Year End
December 31, 2012
Date of Reporting Period
Item 1. Reports to Stockholders
Greater India Portfolio
December 31, 2012
Portfolio of Investments
| Common Stocks — 96.9% | ||||||||
| Security | Shares | Value | ||||||
India — 94.6% | ||||||||
Auto Components — 2.0% | ||||||||
Exide Industries, Ltd. | 2,700,722 | $ | 7,131,860 | |||||
| $ | 7,131,860 | |||||||
Automobiles — 9.5% | ||||||||
Bajaj Auto, Ltd. | 149,153 | $ | 5,845,407 | |||||
Mahindra & Mahindra, Ltd. | 553,585 | 9,513,527 | ||||||
Maruti Suzuki India, Ltd. | 347,890 | 9,535,729 | ||||||
Tata Motors, Ltd. | 805,400 | 4,634,650 | ||||||
Tata Motors, Ltd., Class A | 1,486,520 | 4,778,503 | ||||||
| $ | 34,307,816 | |||||||
Chemicals — 1.5% | ||||||||
Tata Chemicals, Ltd. | 820,898 | $ | 5,321,578 | |||||
| $ | 5,321,578 | |||||||
Commercial Banks — 19.2% | ||||||||
Allahabad Bank, Ltd. | 1,883,684 | $ | 5,891,906 | |||||
HDFC Bank, Ltd. | 1,466,565 | 18,270,075 | ||||||
ICICI Bank, Ltd. | 941,694 | 19,702,594 | ||||||
State Bank of India | 246,618 | 10,884,027 | ||||||
Union Bank of India, Ltd. | 1,476,480 | 7,468,969 | ||||||
Yes Bank, Ltd. | 848,770 | 7,207,914 | ||||||
| $ | 69,425,485 | |||||||
Construction & Engineering — 5.9% | ||||||||
Larsen & Toubro, Ltd. | 547,702 | $ | 16,240,299 | |||||
NCC, Ltd. | 4,802,260 | 5,113,848 | ||||||
| $ | 21,354,147 | |||||||
Construction Materials — 0.5% | ||||||||
Shree Cement, Ltd. | 21,180 | $ | 1,831,449 | |||||
| $ | 1,831,449 | |||||||
Consumer Finance — 1.8% | ||||||||
Shriram Transport Finance Co., Ltd. | 487,383 | $ | 6,727,111 | |||||
| $ | 6,727,111 | |||||||
| Security | Shares | Value | ||||||
Diversified Financial Services — 5.8% | ||||||||
IDFC, Ltd. | 2,420,989 | $ | 7,683,136 | |||||
Multi Commodity Exchange of India, Ltd. | 225,230 | 6,105,917 | ||||||
Rural Electrification Corp., Ltd. | 1,551,754 | 7,057,583 | ||||||
| $ | 20,846,636 | |||||||
Electric Utilities — 2.4% | ||||||||
Power Grid Corporation of India, Ltd. | 4,128,399 | $ | 8,716,899 | |||||
| $ | 8,716,899 | |||||||
Electrical Equipment — 0.9% | ||||||||
Crompton Greaves, Ltd. | 1,623,070 | $ | 3,460,985 | |||||
| $ | 3,460,985 | |||||||
Hotels, Restaurants & Leisure — 0.1% | ||||||||
Mahindra Holidays & Resorts India, Ltd. | 39,319 | $ | 243,941 | |||||
| $ | 243,941 | |||||||
Household Products — 1.0% | ||||||||
Hindustan Unilever, Ltd. | 365,930 | $ | 3,525,803 | |||||
| $ | 3,525,803 | |||||||
IT Services — 10.0% | ||||||||
HCL Technologies, Ltd. | 849,024 | $ | 9,630,060 | |||||
Infosys, Ltd. | 208,513 | 8,813,351 | ||||||
Tata Consultancy Services, Ltd. | 505,434 | 11,625,784 | ||||||
Wipro, Ltd. | 827,160 | 5,980,639 | ||||||
| $ | 36,049,834 | |||||||
Metals & Mining — 2.9% | ||||||||
NMDC, Ltd. | 1,228,450 | $ | 3,728,134 | |||||
Tata Steel, Ltd. | 845,130 | 6,692,348 | ||||||
| $ | 10,420,482 | |||||||
Oil, Gas & Consumable Fuels — 7.4% | ||||||||
Bharat Petroleum Corp., Ltd. | 867,060 | $ | 5,662,362 | |||||
Coal India, Ltd. | 1,274,660 | 8,314,046 | ||||||
Petronet LNG, Ltd. | 1,222,310 | 3,532,338 | ||||||
Reliance Industries, Ltd. | 602,997 | 9,308,628 | ||||||
| $ | 26,817,374 | |||||||
| 20 | See Notes to Financial Statements. |
Greater India Portfolio
December 31, 2012
Portfolio of Investments — continued
| Security | Shares | Value | ||||||
Pharmaceuticals — 9.5% | ||||||||
Cadila Healthcare, Ltd. | 350,270 | $ | 5,837,193 | |||||
Dr. Reddy’s Laboratories, Ltd. | 352,449 | 11,841,470 | ||||||
Glenmark Pharmaceuticals, Ltd. | 894,348 | 8,691,149 | ||||||
Lupin, Ltd. | 721,854 | 8,128,495 | ||||||
| $ | 34,498,307 | |||||||
Real Estate Management & Development — 2.3% |
| |||||||
DLF, Ltd. | 1,923,970 | $ | 8,174,613 | |||||
| $ | 8,174,613 | |||||||
Thrifts & Mortgage Finance — 7.1% | ||||||||
Housing Development Finance Corp., Ltd. | 1,203,790 | $ | 18,371,199 | |||||
LIC Housing Finance, Ltd. | 1,365,210 | 7,300,387 | ||||||
| $ | 25,671,586 | |||||||
Tobacco — 4.8% | ||||||||
ITC, Ltd. | 3,303,419 | $ | 17,358,900 | |||||
| $ | 17,358,900 | |||||||
Total India | $ | 341,884,806 | ||||||
Sri Lanka — 2.3% | ||||||||
Commercial Banks — 0.9% | ||||||||
Commercial Bank of Ceylon PLC | 4,223,642 | $ | 3,418,146 | |||||
| $ | 3,418,146 | |||||||
Industrial Conglomerates — 1.4% | ||||||||
John Keells Holdings PLC | 2,813,368 | $ | 4,875,154 | |||||
| $ | 4,875,154 | |||||||
Total Sri Lanka | $ | 8,293,300 | ||||||
Total Common Stocks | $ | 350,178,106 | ||||||
| Short-Term Investments — 0.5% | ||||||||
| Description | Principal Amount (000’s omitted) | Value | ||||||
State Street Bank and Trust Euro Time Deposit, 0.01%, 1/2/13 | $ | 1,968 | $ | 1,967,905 | ||||
Total Short-Term Investments | $ | 1,967,905 | ||||||
Total Investments — 97.4% | $ | 352,146,011 | ||||||
Other Assets, Less Liabilities — 2.6% | $ | 9,351,847 | ||||||
Net Assets — 100.0% | $ | 361,497,858 | ||||||
The percentage shown for each investment category in the Portfolio of Investments is based on net assets.
| 21 | See Notes to Financial Statements. |
Greater India Portfolio
December 31, 2012
Statement of Assets and Liabilities
| Assets | December 31, 2012 | |||
Investments, at value (identified cost, $285,156,295) | $ | 352,146,011 | ||
Cash | 48 | |||
Foreign currency, at value (identified cost, $9,286,171) | 9,284,934 | |||
Receivable for investments sold | 299,789 | |||
Receivable for foreign taxes | 1,161,905 | |||
Total assets | $ | 362,892,687 | ||
| Liabilities | ||||
Payable for investments purchased | $ | 911,701 | ||
Payable to affiliates: | ||||
Investment adviser fee | 336,516 | |||
Trustees’ fees | 3,570 | |||
Accrued expenses | 143,042 | |||
Total liabilities | $ | 1,394,829 | ||
Net Assets applicable to investors’ interest in Portfolio | $ | 361,497,858 | ||
| Sources of Net Assets | ||||
Investors’ capital | $ | 294,736,624 | ||
Net unrealized appreciation | 66,761,234 | |||
Total | $ | 361,497,858 | ||
| 22 | See Notes to Financial Statements. |
Greater India Portfolio
December 31, 2012
Statement of Operations
| Investment Income | Year Ended December 31, 2012 | |||
Dividends (net of foreign taxes, $9,643) | $ | 5,830,232 | ||
Interest | 173 | |||
Total investment income | $ | 5,830,405 | ||
| Expenses | ||||
Investment adviser fee | $ | 4,128,175 | ||
Trustees’ fees and expenses | 13,040 | |||
Custodian fee | 729,156 | |||
Legal and accounting services | 107,271 | |||
Miscellaneous | 13,472 | |||
Total expenses | $ | 4,991,114 | ||
Deduct — | ||||
Reduction of custodian fee | $ | 41 | ||
Total expense reductions | $ | 41 | ||
Net expenses | $ | 4,991,073 | ||
Net investment income | $ | 839,332 | ||
| Realized and Unrealized Gain (Loss) | ||||
Net realized gain (loss) — | ||||
Investment transactions | $ | (4,471,555 | ) | |
Foreign currency transactions | 142,155 | |||
Net realized loss | $ | (4,329,400 | ) | |
Change in unrealized appreciation (depreciation) — | ||||
Investments | $ | 98,139,213 | ||
Foreign currency | (35,660 | ) | ||
Net change in unrealized appreciation (depreciation) | $ | 98,103,553 | ||
Net realized and unrealized gain | $ | 93,774,153 | ||
Net increase in net assets from operations | $ | 94,613,485 | ||
| 23 | See Notes to Financial Statements. |
Greater India Portfolio
December 31, 2012
Statements of Changes in Net Assets
| Year Ended December 31, | ||||||||
| Increase (Decrease) in Net Assets | 2012 | 2011 | ||||||
From operations — | ||||||||
Net investment income | $ | 839,332 | $ | 922,622 | ||||
Net realized loss from investment and foreign currency transactions | (4,329,400 | ) | (22,207,708 | ) | ||||
Net change in unrealized appreciation (depreciation) from investments and foreign currency | 98,103,553 | (248,330,416 | ) | |||||
Net increase (decrease) in net assets from operations | $ | 94,613,485 | $ | (269,615,502 | ) | |||
Capital transactions — | ||||||||
Contributions | $ | 8,943,098 | $ | 1,793,930 | ||||
Withdrawals | (103,183,277 | ) | (206,481,598 | ) | ||||
Net decrease in net assets from capital transactions | $ | (94,240,179 | ) | $ | (204,687,668 | ) | ||
Net increase (decrease) in net assets | $ | 373,306 | $ | (474,303,170 | ) | |||
| Net Assets | ||||||||
At beginning of year | $ | 361,124,552 | $ | 835,427,722 | ||||
At end of year | $ | 361,497,858 | $ | 361,124,552 | ||||
| 24 | See Notes to Financial Statements. |
Greater India Portfolio
December 31, 2012
Supplementary Data
| Year Ended December 31, | ||||||||||||||||||||
| Ratios/Supplemental Data | 2012 | 2011 | 2010 | 2009 | 2008 | |||||||||||||||
Ratios (as a percentage of average daily net assets): | ||||||||||||||||||||
Expenses(1) | 1.33 | % | 1.27 | % | 1.19 | % | 1.22 | % | 1.19 | % | ||||||||||
Net investment income (loss) | 0.22 | % | 0.15 | % | (0.04 | )% | 0.09 | % | (0.17 | )% | ||||||||||
Portfolio Turnover | 65 | % | 49 | % | 59 | % | 63 | % | 38 | % | ||||||||||
Total Return | 29.53 | % | (38.37 | )% | 21.75 | % | 95.65 | % | (64.87 | )% | ||||||||||
Net assets, end of year (000’s omitted) | $ | 361,498 | $ | 361,125 | $ | 835,428 | $ | 748,770 | $ | 410,359 | ||||||||||
| (1) | Excludes the effect of custody fee credits, if any, of less than 0.005%. |
| 25 | See Notes to Financial Statements. |
Greater India Portfolio
December 31, 2012
Notes to Financial Statements
1 Significant Accounting Policies
Greater India Portfolio (the Portfolio) is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as a diversified, open-end management investment company. The Portfolio’s investment objective is to seek long-term capital appreciation. The Declaration of Trust permits the Trustees to issue interests in the Portfolio. At December 31, 2012, Eaton Vance Greater India Fund held a 99.9% interest in the Portfolio.
The following is a summary of significant accounting policies of the Portfolio. The policies are in conformity with accounting principles generally accepted in the United States of America.
A Investment Valuation — Equity securities (including common shares of closed-end investment companies) 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 will use 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. Short-term obligations purchased with a remaining maturity of sixty days or less are generally valued at amortized cost, which approximates market value. Foreign securities and currencies are valued in U.S. dollars, based on foreign currency exchange rate quotations supplied by a third party pricing service. The pricing service uses a proprietary model to determine the exchange rate. Inputs to the model include reported trades and implied bid/ask spreads. The daily valuation of exchange-traded foreign securities generally is determined as of the close of trading on the principal exchange on which such securities trade. Events occurring after the close of trading on foreign exchanges may result in adjustments to the valuation of foreign securities to more accurately reflect their fair value as of the close of regular trading on the New York Stock Exchange. When valuing foreign equity securities that meet certain criteria, the Portfolio’s Trustees have approved the use of a fair value service that values such securities to reflect market trading that occurs after the close of the applicable foreign markets of comparable securities or other instruments that have a strong correlation to the fair-valued securities. Investments for which valuations or market quotations are not readily available or are deemed unreliable are valued at fair value using methods determined in good faith by or at the direction of the Trustees of the Portfolio in a manner that fairly reflects the security’s value, or the amount that the Portfolio might reasonably expect to receive for the security upon its current sale in the ordinary course. Each such determination is based on a consideration of relevant factors, which are likely to vary from one pricing context to another. These factors may include, but are not limited to, the type of security, the existence of any contractual restrictions on the security’s disposition, the price and extent of public trading in similar securities of the issuer or of comparable companies or entities, quotations or relevant information obtained from broker/dealers or other market participants, information obtained from the issuer, analysts, and/or the appropriate stock exchange (for exchange-traded securities), an analysis of the company’s or entity’s financial condition, and an evaluation of the forces that influence the issuer and the market(s) in which the security is purchased and sold.
B Investment Transactions — Investment transactions for financial statement purposes are accounted for on a trade date basis. Realized gains and losses on investments sold are determined on the basis of identified cost.
C Income — Dividend income is recorded on the ex-dividend date for dividends received in cash and/or securities. However, if the ex-dividend date has passed, certain dividends from foreign securities are recorded as the Portfolio is informed of the ex-dividend date. Withholding taxes on foreign dividends and capital gains have been provided for in accordance with the Portfolio’s understanding of the applicable countries’ tax rules and rates. Interest income is recorded on the basis of interest accrued, adjusted for amortization of premium or accretion of discount.
D Federal Taxes — The Portfolio has elected to be treated as a partnership for federal tax purposes. No provision is made by the Portfolio for federal or state taxes on any taxable income of the Portfolio because each investor in the Portfolio is ultimately responsible for the payment of any taxes on its share of taxable income. Since at least one of the Portfolio’s investors is a regulated investment company that invests all or substantially all of its assets in the Portfolio, the Portfolio normally must satisfy the applicable source of income and diversification requirements (under the Internal Revenue Code) in order for its investors to satisfy them. The Portfolio will allocate, at least annually among its investors, each investor’s distributive share of the Portfolio’s net investment income, net realized capital gains and any other items of income, gain, loss, deduction or credit.
In addition to the requirements of the Internal Revenue Code, the Portfolio may also be subject to local taxes on the recognition of capital gains in India. In determining the daily net asset value, the Portfolio estimates the accrual for such taxes, if any, based on the unrealized appreciation on certain portfolio securities, the holding period of such securities, the related tax rates, and the availability of any realized losses in excess of gains that may be carried forward to offset future gains. Taxes attributable to unrealized appreciation are included in the change in unrealized appreciation (depreciation) on investments. Capital gains taxes on certain Indian securities sold at a gain are included in net realized gain (loss) on investments. As of March 31, 2012, the Portfolio, for tax reporting in India, had accumulated losses of INR 1,199,526,954 that can be carried forward to offset future realized gains from the sale of certain Indian securities that would otherwise be subject to Indian capital gains taxes. These accumulated losses expire on March 31, 2020.
As of December 31, 2012, 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. The Portfolio also files a tax return in India annually as of March 31st. Such tax returns are subject to examination by the Indian tax authorities for open years as determined by the statute of limitations, which is generally a period of up to 7 years after a tax return is filed. The Portfolio’s India tax returns for the years ended March 31, 2009, March 31, 2010 and March 31, 2011 are currently under review by the Indian tax authorities.
| 26 |
Greater India Portfolio
December 31, 2012
Notes to Financial Statements — continued
E Expense Reduction — State Street Bank and Trust Company (SSBT) serves as custodian of the Portfolio. Pursuant to the custodian agreement, SSBT receives a fee reduced by credits, which are determined based on the average daily cash balance the Portfolio maintains with SSBT. All credit balances, if any, used to reduce the Portfolio’s custodian fees are reported as a reduction of expenses in the Statement of Operations.
F Foreign Currency Translation — Investment valuations, other assets, and liabilities initially expressed in foreign currencies are translated each business day into U.S. dollars based upon current exchange rates. Purchases and sales of foreign investment securities and income and expenses denominated in foreign currencies are translated into U.S. dollars based upon currency exchange rates in effect on the respective dates of such transactions. Recognized gains or losses on investment transactions attributable to changes in foreign currency exchange rates are recorded for financial statement purposes as net realized gains and losses on investments. That portion of unrealized gains and losses on investments that results from fluctuations in foreign currency exchange rates is not separately disclosed.
G Use of Estimates — The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expense during the reporting period. Actual results could differ from those estimates.
H Indemnifications — Under the Portfolio’s organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the Portfolio. Under Massachusetts law, if certain conditions prevail, interestholders in the Portfolio could be deemed to have personal liability for the obligations of the Portfolio. However, the Portfolio’s Declaration of Trust contains an express disclaimer of liability on the part of Portfolio interestholders and the By-laws provide that the Portfolio shall assume the defense on behalf of any Portfolio interestholder. Moreover, the By-laws also provide for indemnification out of Portfolio property of any interestholder held personally liable solely by reason of being or having been an interestholder for all loss or expense arising from such liability. Additionally, in the normal course of business, the Portfolio enters into agreements with service providers that may contain indemnification clauses. The Portfolio’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Portfolio that have not yet occurred.
2 Investment Adviser Fee and Other Transactions with Affiliates
The investment adviser fee is earned by Boston Management and Research (BMR), a subsidiary of Eaton Vance Management (EVM), as compensation for management and investment advisory services rendered to the Portfolio. The fee is computed at an annual rate of 1.10% of the Portfolio’s average daily net assets up to $500 million, 1.01% on net assets of $500 million but less than $1 billion and at reduced rates on daily net assets of $1 billion or more, and is payable monthly. Pursuant to a sub-advisory agreement, BMR pays Lloyd George Management (Hong Kong) Limited (LGM-HK) a portion of its adviser fee for sub-advisory services provided to the Portfolio. For the year ended December 31, 2012, the investment adviser fee amounted to $4,128,175 or 1.10% of the Portfolio’s average daily net assets.
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. Certain officers and Trustees of the Portfolio are officers of the above organizations.
3 Purchases and Sales of Investments
Purchases and sales of investments, other than short-term obligations, aggregated $232,707,491 and $330,733,554, respectively, for the year ended December 31, 2012.
4 Federal Income Tax Basis of Investments
The cost and unrealized appreciation (depreciation) of investments of the Portfolio at December 31, 2012, as determined on a federal income tax basis, were as follows:
Aggregate cost | $ | 291,584,827 | ||
Gross unrealized appreciation | $ | 71,131,045 | ||
Gross unrealized depreciation | (10,569,861 | ) | ||
Net unrealized appreciation | $ | 60,561,184 | ||
The net unrealized depreciation on foreign currency transactions at December 31, 2012 on a federal income tax basis was $228,482.
| 27 |
Greater India Portfolio
December 31, 2012
Notes to Financial Statements — continued
5 Line of Credit
The Portfolio participates with other portfolios and funds managed by EVM and its affiliates in a $600 million unsecured line of credit agreement with a group of banks. 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 0.08% on the daily unused portion of the line of credit is allocated among the participating portfolios and funds at the end of each quarter. Because the line of credit is not available exclusively to the Portfolio, it may be unable to borrow some or all of its requested amounts at any particular time. The Portfolio did not have any significant borrowings or allocated fees during the year ended December 31, 2012.
6 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. Settlement of securities transactions in the Indian sub-continent may be delayed and is generally less frequent than in the United States, which could affect the liquidity of the Portfolio’s assets. The Portfolio may be unable to sell securities where the registration process is incomplete and may experience delays in receipt of dividends.
7 Fair Value Measurements
Under generally accepted accounting principles for fair value measurements, a three-tier hierarchy to prioritize the assumptions, referred to as inputs, is used in valuation techniques to measure fair value. The three-tier hierarchy of inputs is summarized in the three broad levels listed below.
| Ÿ | Level 1 – quoted prices in active markets for identical investments |
| Ÿ | Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.) |
| Ÿ | Level 3 – significant unobservable inputs (including a fund’s own assumptions in determining the fair value of investments) |
In cases where the inputs used to measure fair value fall in different levels of the fair value hierarchy, the level disclosed is determined based on the lowest level input that is significant to the fair value measurement in its entirety. The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.
At December 31, 2012, the hierarchy of inputs used in valuing the Portfolio’s investments, which are carried at value, were as follows:
| Asset Description | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
Common Stocks | $ | — | $ | 350,178,106 | (1)(2) | $ | — | $ | 350,178,106 | |||||||
Short-Term Investments | — | 1,967,905 | — | 1,967,905 | ||||||||||||
Total Investments | $ | — | $ | 352,146,011 | $ | — | $ | 352,146,011 | ||||||||
| (1) | The level classification by major category of investments is the same as the category presentation in the Portfolio of Investments. |
| (2) | Includes foreign equity securities whose values were adjusted to reflect market trading of comparable securities or other correlated instruments that occurred after the close of trading in their applicable foreign markets. |
The Portfolio held no investments or other financial instruments as of December 31, 2011 whose fair value was determined using Level 3 inputs. At December 31, 2012, there were no investments transferred between Level 1 and Level 2 during the year then ended.
| 28 |
Greater India Portfolio
December 31, 2012
Report of Independent Registered Public Accounting Firm
To the Trustees and Investors of Greater India Portfolio:
We have audited the accompanying statement of assets and liabilities of Greater India Portfolio (the “Portfolio”), including the portfolio of investments, as of December 31, 2012, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the supplementary data for each of the five years in the period then ended. These financial statements and supplementary data are the responsibility of the Portfolio’s management. Our responsibility is to express an opinion on these financial statements and supplementary data based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and supplementary data are free of material misstatement. The Portfolio is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Portfolio’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2012, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements and supplementary data referred to above present fairly, in all material respects, the financial position of Greater India Portfolio as of December 31, 2012, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the supplementary data for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.
DELOITTE & TOUCHE LLP
Boston, Massachusetts
February 20, 2013
| 29 |
Eaton Vance
Greater India Fund
December 31, 2012
Management and Organization
Fund Management. The Trustees of Eaton Vance Special Investment Trust (the Trust) and Greater India Portfolio (the Portfolio) are responsible for the overall management and supervision of the Trust’s and Portfolio’s affairs. The Trustees and officers of the Trust and the Portfolio are listed below. Except as indicated, each individual has held the office shown or other offices in the same company for the last five years. Trustees and officers of the Trust and the Portfolio hold indefinite terms of office. The “Noninterested Trustees” consist of those Trustees who are not “interested persons” of the Trust and the Portfolio, as that term is defined under the 1940 Act. The business address of each Trustee and officer is Two International Place, Boston, Massachusetts 02110. As used below, “EVC” refers to Eaton Vance Corp., “EV” refers to Eaton Vance, Inc., “EVM” refers to Eaton Vance Management, “BMR” refers to Boston Management and Research, “EVD” refers to Eaton Vance Distributors, Inc., “LGM” refers to LGM (Bermuda) Limited (formerly, Lloyd George Management (B.V.I.) Limited), “Lloyd George” refers to Lloyd George Investment Management (Bermuda) Limited and “LGM-HK” refers to Lloyd George Management (Hong Kong) Limited. EVC and EV are the corporate parent and trustee, respectively, of EVM and BMR. EVD is the Fund’s principal underwriter, the Portfolio’s placement agent and a wholly-owned subsidiary of EVC. Lloyd George and LGM-HK are wholly-owned subsidiaries of LGM. Each officer affiliated with Eaton Vance may hold a position with other Eaton Vance affiliates that is comparable to his or her position with EVM listed below. Each Trustee oversees 188 portfolios in the Eaton Vance Complex (including all master and feeder funds in a master feeder structure). Each officer serves as an officer of certain other Eaton Vance funds. Each Trustee and officer serves until his or her successor is elected.
| Name and Year of Birth | Position(s) with the Trust and the Portfolio | Length of Service | Principal Occupation(s) and Directorships During Past Five Years and Other Relevant Experience | |||
Interested Trustee | ||||||
Thomas E. Faust Jr. 1958 | Trustee | Since 2007 | Chairman, Chief Executive Officer and President of EVC, Director and President of EV, Chief Executive Officer and President of EVM and BMR, and Director of EVD. Trustee and/or officer of 188 registered investment companies. Mr. Faust is an interested person because of his positions with EVM, BMR, EVD, EVC and EV, which are affiliates of the Trust and the Portfolio. Directorships in the Last Five Years.(1) Director of EVC and Hexavest Inc. | |||
Noninterested Trustees | ||||||
Scott E. Eston 1956 | Trustee | Since 2011 | Private investor. Formerly held various positions at Grantham, Mayo, Van Otterloo and Co., L.L.C. (investment management firm) (1997-2009), including Chief Operating Officer (2002-2009), Chief Financial Officer (1997-2009) and Chairman of the Executive Committee (2002-2008); President and Principal Executive Officer, GMO Trust (open-end registered investment company) (2006-2009). Former Partner, Coopers and Lybrand L.L.P. (now PricewaterhouseCoopers) (public accounting firm) (1987-1997). Directorships in the Last Five Years. None. | |||
Benjamin C. Esty 1963 | Trustee | Since 2005 | Roy and Elizabeth Simmons Professor of Business Administration and Finance Unit Head, Harvard University Graduate School of Business Administration. Directorships in the Last Five Years.(1) None. | |||
Allen R. Freedman 1940 | Trustee | Since 2007 | Private Investor. Former Chairman (2002-2004) and a Director (1983-2004) of Systems & Computer Technology Corp. (provider of software to higher education). Formerly, a Director of Loring Ward International (fund distributor) (2005-2007). Former Chairman and a Director of Indus International, Inc. (provider of enterprise management software to the power generating industry) (2005-2007). Former Chief Executive Officer of Assurant, Inc. (insurance provider) (1979-2000). Directorships in the Last Five Years.(1) Director of Stonemor Partners, L.P. (owner and operator of cemeteries). Formerly, Director of Assurant, Inc. (insurance provider) (1979-2011). | |||
William H. Park 1947 | Trustee | Since 2003 | Consultant and private investor. Formerly, Chief Financial Officer, Aveon Group L.P. (investment management firm) (2010-2011). Formerly, Vice Chairman, Commercial Industrial Finance Corp. (specialty finance company) (2006-2010). Formerly, President and Chief Executive Officer, Prizm Capital Management, LLC (investment management firm) (2002-2005). Formerly, Executive Vice President and Chief Financial Officer, United Asset Management Corporation (investment management firm) (1982-2001). Formerly, Senior Manager, Price Waterhouse (now PricewaterhouseCoopers) (an independent registered public accounting firm) (1972-1981). Directorships in the Last Five Years.(1) None. | |||
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Eaton Vance
Greater India Fund
December 31, 2012
Management and Organization — continued
| Name and Year of Birth | Position(s) with the Trust and the Portfolio | Length of Service | Principal Occupation(s) and Directorships During Past Five Years and Other Relevant Experience | |||
Noninterested Trustees (continued) | ||||||
Ronald A. Pearlman 1940 | Trustee | Since 2003 | Professor of Law, Georgetown University Law Center. Formerly, Deputy Assistant Secretary (Tax Policy) and Assistant Secretary (Tax Policy), U.S. Department of the Treasury (1983-1985). Formerly, Chief of Staff, Joint Committee on Taxation, U.S. Congress (1988-1990). Directorships in the Last Five Years.(1) None. | |||
Helen Frame Peters 1948 | Trustee | Since 2008 | Professor of Finance, Carroll School of Management, Boston College. Formerly, Dean, Carroll School of Management, Boston College (2000-2002). Formerly, Chief Investment Officer, Fixed Income, Scudder Kemper Investments (investment management firm) (1998-1999). Formerly, Chief Investment Officer, Equity and Fixed Income, Colonial Management Associates (investment management firm) (1991-1998). Directorships in the Last Five Years.(1) Formerly, Director of BJ’s Wholesale Club, Inc. (wholesale club retailer) (2004-2011). Formerly, Trustee of SPDR Index Shares Funds and SPDR Series Trust (exchange traded funds) (2000-2009). Formerly, Director of Federal Home Loan Bank of Boston (a bank for banks) (2007-2009). | |||
Lynn A. Stout 1957 | Trustee | Since 1998 | Distinguished Professor of Corporate and Business Law, Jack G. Clarke Business Law Institute, Cornell University Law School. Formerly, the Paul Hastings Professor of Corporate and Securities Law (2006-2012) and Professor of Law (2001-2006), University of California at Los Angeles School of Law. Directorships in the Last Five Years.(1) None. | |||
Harriett Tee Taggart 1948 | Trustee | Since 2011 | Managing Director, Taggart Associates (a professional practice firm). Formerly, Partner and Senior Vice President, Wellington Management Company, LLP (investment management firm) (1983-2006). Directorships in the Last Five Years. Director of Albemarle Corporation (chemicals manufacturer) (since 2007) and The Hanover Group (specialty property and casualty insurance company) (since 2009). Formerly, Director of Lubrizol Corporation (specialty chemicals) (2007-2011). | |||
Ralph F. Verni 1943 | Chairman of the Board and Trustee | Chairman of the Board since 2007 and Trustee since 2005 | Consultant and private investor. Formerly, Chief Investment Officer (1982-1992), Chief Financial Officer (1988-1990) and Director (1982-1992), New England Life. Formerly, Chairperson, New England Mutual Funds (1982-1992). Formerly, President and Chief Executive Officer, State Street Management & Research (1992-2000). Formerly, Chairperson, State Street Research Mutual Funds (1992-2000). Formerly, Director, W.P. Carey, LLC (1998-2004) and First Pioneer Farm Credit Corp. (2002-2006). Directorships in the Last Five Years.(1) None. | |||
Principal Officers who are not Trustees | ||||||
| Name and Year of Birth | Position(s) with the Trust and the Portfolio | Length of Service | Principal Occupation(s) During Past Five Years | |||
Duncan W. Richardson 1957 | President of the Trust and Vice President of the Portfolio | Since 2011 | Director of EVC and Executive Vice President and Chief Equity Investment Officer of EVC, EVM and BMR. | |||
Hon. Robert Lloyd George(2) 1952 | President of the Portfolio | Since 1994 | Investment Chairman of LGM, Lloyd George and LGM-HK. Formerly, Chairman and Chief Executive Officer of LGM and Lloyd George. | |||
Payson F. Swaffield 1956 | Vice President of the Trust | Since 2011 | Vice President and Chief Income Investment Officer of EVM and BMR. | |||
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Eaton Vance
Greater India Fund
December 31, 2012
Management and Organization — continued
| Name and Year of Birth | Position(s) with the Trust and the Portfolio | Length of Service | Principal Occupation(s) During Past Five Years | |||
Principal Officers who are not Trustees (continued) | ||||||
Barbara E. Campbell 1957 | Treasurer | Of the Trust since 2005 and of the Portfolio since 2008 | Vice President of EVM and BMR. | |||
Maureen A. Gemma 1960 | Vice President, Secretary and Chief Legal Officer | Vice President since 2011; Secretary since 2007 and Chief Legal Officer since 2008 | Vice President of EVM and BMR. | |||
Paul M. O’Neil 1953 | Chief Compliance Officer | Since 2004 | Vice President of EVM and BMR. | |||
| (1) | During their respective tenures, the Trustees (except Mr. Eston and Ms. Taggart) also served as trustees of one or more of the following Eaton Vance funds (which operated in the years noted): Eaton Vance Credit Opportunities Fund (launched in 2005 and terminated in 2010); Eaton Vance Insured Florida Plus Municipal Bond Fund (launched in 2002 and terminated in 2009); and Eaton Vance National Municipal Income Trust (launched in 1998 and terminated in 2009). |
| (2) | The business address for Mr. Lloyd George is Suite 3808, One Exchange Square, Central, Hong Kong. |
The SAI for the Fund includes additional information about the Trustees and officers of the Fund and the Portfolio and can be obtained without charge on Eaton Vance’s website at www.eatonvance.com or by calling 1-800-262-1122.
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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:
| Ÿ | 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. |
| Ÿ | 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. |
| Ÿ | Policies and procedures (including physical, electronic and procedural safeguards) are in place that are designed to protect the confidentiality of such information. |
| Ÿ | 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’s Real Estate Investment Group and Boston Management and Research. In addition, our Privacy Policy applies only to those Eaton Vance customers who are individuals and who have a direct relationship with us. If a customer’s account (i.e., fund shares) is held in the name of a third-party financial advisor/broker-dealer, it is likely that only such advisor’s privacy policies apply to the customer. This notice supersedes all previously issued privacy disclosures. For more information about Eaton Vance’s Privacy Policy, please call 1-800-262-1122.
Delivery of Shareholder Documents. The Securities and Exchange Commission (SEC) permits funds to deliver only one copy of shareholder documents, including prospectuses, proxy statements and shareholder reports, to fund investors with multiple accounts at the same residential or post office box address. This practice is often called “householding” and it helps eliminate duplicate mailings to shareholders. Eaton Vance, or your financial advisor, may household the mailing of your documents indefinitely unless you instruct Eaton Vance, or your financial advisor, otherwise. If you would prefer that your Eaton Vance documents not be householded, please contact Eaton Vance at 1-800-262-1122, or contact your financial advisor. Your instructions that householding not apply to delivery of your Eaton Vance documents will be effective within 30 days of receipt by Eaton Vance or your financial advisor.
Portfolio Holdings. Each Eaton Vance Fund and its underlying Portfolio(s) (if applicable) will file a schedule of portfolio holdings on Form N-Q with the SEC for the first and third quarters of each fiscal year. The Form N-Q will be available on the Eaton Vance website at www.eatonvance.com, by calling Eaton Vance at 1-800-262-1122 or in the EDGAR database on the SEC’s website at www.sec.gov. Form N-Q may also be reviewed and copied at the SEC’s public reference room in Washington, D.C. (call 1-800-732-0330 for information on the operation of the public reference room).
Proxy Voting. From time to time, funds are required to vote proxies related to the securities held by the funds. The Eaton Vance Funds or their underlying Portfolios (if applicable) vote proxies according to a set of policies and procedures approved by the Funds’ and Portfolios’ Boards. You may obtain a description of these policies and procedures and information on how the Funds or Portfolios voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge, upon request, by calling 1-800-262-1122 and by accessing the SEC’s website at www.sec.gov.
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Investment Adviser of Greater India Portfolio
Boston Management and Research
Two International Place
Boston, MA 02110
Sub-Adviser of Greater India Portfolio
Lloyd George Management (Hong Kong) Limited
Suite 3808, One Exchange Square
Central, Hong Kong
Administrator of Eaton Vance Greater India Fund
Eaton Vance Management
Two International Place
Boston, MA 02110
Principal Underwriter*
Eaton Vance Distributors, Inc.
Two International Place
Boston, MA 02110
(617) 482-8260
Custodian
State Street Bank and Trust Company
200 Clarendon Street
Boston, MA 02116
Transfer Agent
BNY Mellon Investment Servicing (US) Inc.
Attn: Eaton Vance Funds
P.O. Box 9653
Providence, RI 02940-9653
(800) 262-1122
Independent Registered Public Accounting Firm
Deloitte & Touche LLP
200 Berkeley Street
Boston, MA 02116-5022
Fund Offices
Two International Place
Boston, MA 02110
| * | FINRA BrokerCheck. Investors may check the background of their Investment Professional by contacting the Financial Industry Regulatory Authority (FINRA). FINRA BrokerCheck is a free tool to help investors check the professional background of current and former FINRA-registered securities firms and brokers. FINRA BrokerCheck is available by calling 1-800-289-9999 and at www.FINRA.org. The FINRA BrokerCheck brochure describing this program is available to investors at www.FINRA.org. |
| 142-2/13 | GISRC |
Item 2. Code of Ethics
Not required in this filing.
Item 3. Audit Committee Financial Expert
The registrant’s Board has designated William H. Park, an independent trustee, as its audit committee financial expert. Mr. Park is a certified public accountant who is a consultant and private investor. Previously, he served as the Chief Financial Officer of Aveon Group, L.P. (an investment management firm), as the Vice Chairman of Commercial Industrial Finance Corp. (specialty finance company), as President and Chief Executive Officer of Prizm Capital Management, LLC (investment management firm), as Executive Vice President and Chief Financial Officer of United Asset Management Corporation (an institutional investment management firm) and as a Senior Manager at Price Waterhouse (now PricewaterhouseCoopers) (an independent registered public accounting firm).
Item 4. Principal Accountant Fees and Services
(a)-(d)
The following table presents the aggregate fees billed to the registrant for the registrant’s fiscal years ended December 31, 2011 and December 31, 2012 by the Fund’s principal accountant, Deloitte & Touche LLP (“D&T”), for professional services rendered for the audit of the registrant’s annual financial statements and fees billed for other services rendered by D&T during such periods.
Fiscal Years Ended | 12/31/11 | 12/31/12 | ||||||
Audit Fees | $ | 28,980 | $ | 30,560 | ||||
Audit-Related Fees(1) | $ | 0 | $ | 0 | ||||
Tax Fees(2) | $ | 6,360 | $ | 69,490 | ||||
All Other Fees(3) | $ | 2,900 | $ | 0 | ||||
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Total | $ | 38,240 | $ | 100,050 | ||||
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| (1) | Audit-related fees consist of the aggregate fees billed for assurance and related services that are reasonably related to the performance of the audit of the registrant’s financial statements and are not reported under the category of audit fees. |
| (2) | Tax fees consist of the aggregate fees billed for professional services rendered by the principal accountant relating to tax compliance, tax advice, and tax planning and specifically include fees for tax return preparation and other tax related compliance/planning matters |
| (3) | All other fees consist of the aggregate fees billed for products and services provided by the registrant’s principal accountant other than audit, audit-related, and tax services. |
(e)(1) The registrant’s audit committee has adopted policies and procedures relating to the pre-approval of services provided by the registrant’s principal accountant (the “Pre-Approval Policies”). The Pre-Approval Policies establish a framework intended to assist the audit committee in the proper discharge of its pre-approval responsibilities. As a general matter, the Pre-Approval Policies (i) specify certain types of audit, audit-related, tax, and other services determined to be pre-approved by the audit committee; and (ii) delineate specific procedures governing the mechanics of the pre-approval process, including the approval and monitoring of audit and non-audit service fees. Unless a service is specifically pre-approved under the Pre-Approval Policies, it must be separately pre-approved by the audit committee.
The Pre-Approval Policies and the types of audit and non-audit services pre-approved therein must be reviewed and ratified by the registrant’s audit committee at least annually. The registrant’s audit committee maintains full responsibility for the appointment, compensation, and oversight of the work of the registrant’s principal accountant.
(e)(2) No services described in paragraphs (b)-(d) above were approved by the registrant’s audit committee pursuant to the
“de minimis exception” set forth in Rule 2-01 (c)(7)(i)(C) of Regulation S-X.
(f) Not applicable
(g) The following table presents (i) the aggregate non-audit fees (i.e., fees for audit-related, tax, and other services) billed to the registrant by D&T for the registrant’s fiscal years ended December 31, 2011 and December 31, 2012; and (ii) the aggregate non-audit fees (i.e., fees for audit-related, tax, and other services) billed to the Eaton Vance organization by D&T for the same time periods.
Fiscal Years Ended | 12/31/11 | 12/31/12 | ||||||
Registrant | $ | 9,260 | $ | 69,490 | ||||
Eaton Vance(1) | $ | 334,561 | $ | 615,489 | ||||
| (1) | Certain subsidiaries of Eaton Vance Corp. provide ongoing services to the registrant. |
(h) The registrant’s audit committee has considered whether the provision by the registrant’s principal accountant of non-audit services to the registrant’s investment adviser and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant that were not pre-approved pursuant to Rule 2-01(c)(7)(ii) of Regulation S-X is compatible with maintaining the principal accountant’s independence.
Item 5. Audit Committee of Listed Registrants
Not required in this filing.
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 required in this filing.
Item 8. Portfolio Managers of Closed-End Management Investment Companies
Not required in this filing.
Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers
Not required in this filing.
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.
Greater India Portfolio
By: | /s/ Hon. Robert Lloyd George | |
| Hon. Robert Lloyd George | ||
| President | ||
Date: | February 15, 2013 | |
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/ Barbara E. Campbell | |
| Barbara E. Campbell | ||
| Treasurer | ||
Date: | February 15, 2013 | |
By: | /s/ Hon. Robert Lloyd George | |
| Hon. Robert Lloyd George | ||
| President | ||
Date: | February 15, 2013 | |