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 | 811-7303 | |||||||
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Global Growth Portfolio | ||||||||
(Exact name of registrant as specified in charter) | ||||||||
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The Eaton Vance Building, 255 State Street, Boston, Massachusetts |
| 02109 | ||||||
(Address of principal executive offices) |
| (Zip code) | ||||||
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Alan R. Dynner | ||||||||
(Name and address of agent for service) | ||||||||
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Registrant’s telephone number, including area code: | (617) 482-8260 |
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Date of fiscal year end: | August 31 |
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Date of reporting period: | August 31, 2005 |
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Item 1. Reports to Stockholders
Global Growth Portfolio as of August 31, 2005
PORTFOLIO OF INVESTMENTS
| Common Stocks - 98.0% | |||||||||||
| Security | Shares | Value | |||||||||
| Advertising - 2.6% | |||||||||||
| Greenfield Online, Inc.(1) | 30,955 | $ | 288,191 | ||||||||
| Havas Advertising | 332,000 | 1,812,351 | |||||||||
| $ | 2,100,542 | ||||||||||
| Aerospace and Defense - 3.4% | |||||||||||
| Precision Castparts Corp. | 10,000 | $ | 966,800 | ||||||||
| Thales SA | 40,000 | 1,812,185 | |||||||||
| $ | 2,778,985 | ||||||||||
| Automobiles - 3.3% | |||||||||||
| Daewoo Motor Sales Corp. | 65,000 | $ | 884,000 | ||||||||
| Toyota Motor Corp. | 45,900 | 1,872,644 | |||||||||
| $ | 2,756,644 | ||||||||||
| Biotechnology - 1.4% | |||||||||||
| Amgen, Inc.(1) | 6,000 | $ | 479,400 | ||||||||
| Celgene Corp.(1) | 14,000 | 702,800 | |||||||||
| $ | 1,182,200 | ||||||||||
| Broadcasting - 0.9% | |||||||||||
| Central European Media Enterprises, Ltd.(1) | 14,000 | $ | 761,040 | ||||||||
| $ | 761,040 | ||||||||||
| Building and Construction - 0.4% | |||||||||||
| Trex Company, Inc.(1) | 15,000 | $ | 361,650 | ||||||||
| $ | 361,650 | ||||||||||
| Business Services - 2.9% | |||||||||||
| CheckFree Corp.(1) | 13,000 | $ | 478,270 | ||||||||
| Mitsui and Co., Ltd. | 183,000 | 1,929,965 | |||||||||
| $ | 2,408,235 | ||||||||||
| Chemicals - 5.8% | |||||||||||
| BASF AG | 25,500 | $ | 1,790,067 | ||||||||
| Kingboard Chemical Holdings, Ltd. | 492,000 | 1,155,279 | |||||||||
| Mosaic Co., (The)(1) | 26,000 | 419,900 | |||||||||
| Potash Corporation of Saskatchewan, Inc. | 12,500 | 1,375,875 | |||||||||
| $ | 4,741,121 | ||||||||||
| Security | Shares | Value | |||||||||
| Commercial Banks - 6.7% | |||||||||||
| ABN AMRO Holdings NV | 76,691 | $ | 1,841,307 | ||||||||
| Commerce Bancorp, Inc. | 22,000 | 741,840 | |||||||||
| HSBC Holdings PLC | 116,000 | 1,867,344 | |||||||||
| Raiffeisen International Bank Holding AG(1) | 18,900 | 1,099,449 | |||||||||
| $ | 5,549,940 | ||||||||||
| Computers and Business Equipment - 1.2% | |||||||||||
| Palm, Inc.(1) | 14,000 | $ | 478,520 | ||||||||
| Research in Motion, Ltd.(1) | 6,700 | 524,543 | |||||||||
| $ | 1,003,063 | ||||||||||
| Diversified Telecommunication Services - 7.4% | |||||||||||
| KT Corp. ADR | 82,907 | $ | 1,687,157 | ||||||||
| NII Holdings, Inc.(1) | 26,000 | 1,981,720 | |||||||||
| Novatel Wireless, Inc.(1) | 57,000 | 687,990 | |||||||||
| Swisscom AG | 5,150 | 1,729,711 | |||||||||
| $ | 6,086,578 | ||||||||||
| Education - 0.3% | |||||||||||
| DeVry, Inc.(1) | 13,500 | $ | 249,345 | ||||||||
| $ | 249,345 | ||||||||||
| Electric Utilities - 1.4% | |||||||||||
| British Energy Group PLC(1) | 130,000 | $ | 1,121,003 | ||||||||
| $ | 1,121,003 | ||||||||||
| Electrical Equipment - 0.5% | |||||||||||
| Vishay Intertechnology, Inc.(1) | 32,000 | $ | 412,800 | ||||||||
| $ | 412,800 | ||||||||||
| Energy Services - 2.3% | |||||||||||
| Advanced Energy Industries, Inc.(1) | 15,029 | $ | 179,147 | ||||||||
| Ormat Technologies, Inc. | 13,700 | 301,400 | |||||||||
| Vestas Wind Systems A/S(1) | 66,000 | 1,377,420 | |||||||||
| $ | 1,857,967 | ||||||||||
| Engineering and Construction - 0.2% | |||||||||||
| Foster Wheeler, Ltd.(1) | 5,000 | $ | 134,500 | ||||||||
| $ | 134,500 | ||||||||||
| Enterprise Software - 0.9% | |||||||||||
| i2 Technologies, Inc.(1) | 32,000 | $ | 749,440 | ||||||||
| $ | 749,440 | ||||||||||
See notes to financial statements
18
Global Growth Portfolio as of August 31, 2005
PORTFOLIO OF INVESTMENTS CONT'D
| Security | Shares | Value | |||||||||
| Entertainment - 5.0% | |||||||||||
| Harrah's Entertainment, Inc. | 3,000 | $ | 208,680 | ||||||||
| PartyGaming PLC(1) | 620,000 | 1,753,496 | |||||||||
| Six Flags, Inc.(1) | 66,000 | 471,900 | |||||||||
| Sportingbet PLC(1) | 260,000 | 1,642,487 | |||||||||
| $ | 4,076,563 | ||||||||||
| Financial Services - 6.6% | |||||||||||
| Diamond Lease Co., Ltd. | 45,200 | $ | 1,817,637 | ||||||||
| E*Trade Financial Corp.(1) | 80,000 | 1,280,000 | |||||||||
| MarketAxess Holdings, Inc.(1) | 24,900 | 278,631 | |||||||||
| Nomura Securities Co., Ltd. | 148,500 | 2,035,641 | |||||||||
| $ | 5,411,909 | ||||||||||
| Gaming Equipment - 1.0% | |||||||||||
| WMS Industries, Inc.(1) | 27,100 | $ | 784,816 | ||||||||
| $ | 784,816 | ||||||||||
| Generic Drugs - 1.7% | |||||||||||
| American Pharmaceutical Partners, Inc.(1) | 15,000 | $ | 689,700 | ||||||||
| Shire Pharmaceuticals Group PLC ADR | 19,500 | 743,340 | |||||||||
| $ | 1,433,040 | ||||||||||
| Hardware-Networking - 1.5% | |||||||||||
| Atheros Communications, Inc.(1) | 117,000 | $ | 1,216,800 | ||||||||
| $ | 1,216,800 | ||||||||||
| Health Care-Providers and Services - 2.9% | |||||||||||
| Amedisys, Inc.(1) | 10,800 | $ | 422,496 | ||||||||
| Caremark Rx, Inc.(1) | 12,000 | 560,760 | |||||||||
| eResearch Technology, Inc.(1) | 15,000 | 231,300 | |||||||||
| Henry Schein, Inc.(1) | 11,000 | 458,590 | |||||||||
| Laboratory Corporation of America Holdings(1) | 4,000 | 197,280 | |||||||||
| WellPoint, Inc.(1) | 7,400 | 549,450 | |||||||||
| $ | 2,419,876 | ||||||||||
| Insurance - 2.2% | |||||||||||
| Prudential PLC | 196,500 | $ | 1,796,312 | ||||||||
| $ | 1,796,312 | ||||||||||
| Internet Services - 1.2% | |||||||||||
| Google, Inc., Class A(1) | 3,500 | $ | 1,001,000 | ||||||||
| $ | 1,001,000 | ||||||||||
| Security | Shares | Value | |||||||||
| IT Consulting & Services - 0.5% | |||||||||||
| Gartner, Inc.(1) | 40,000 | $ | 449,600 | ||||||||
| $ | 449,600 | ||||||||||
| Medical Products - 1.4% | |||||||||||
| Cooper Co., Inc. (The) | 7,000 | $ | 479,990 | ||||||||
| Fisher Scientific International, Inc.(1) | 7,000 | 451,360 | |||||||||
| I-Flow Corp.(1) | 8,482 | 121,632 | |||||||||
| Shamir Optical Industry, Ltd.(1) | 7,100 | 80,940 | |||||||||
| $ | 1,133,922 | ||||||||||
| Metals-Industrial - 0.7% | |||||||||||
| IPE Group, Ltd. | 3,390,000 | $ | 599,918 | ||||||||
| $ | 599,918 | ||||||||||
| Mining - 1.0% | |||||||||||
| Gammon Lake Resources, Inc.(1) | 20,000 | $ | 150,200 | ||||||||
| Peabody Energy Corp. | 9,500 | 680,865 | |||||||||
| $ | 831,065 | ||||||||||
| Networking-Hardware - 0.6% | |||||||||||
| McDATA Corp., Class B(1) | 104,000 | $ | 516,880 | ||||||||
| $ | 516,880 | ||||||||||
| Oil & Gas Equipment - 0.9% | |||||||||||
| National Oilwell Varco, Inc.(1) | 4,000 | $ | 256,840 | ||||||||
| Todco, Class A | 13,500 | 468,720 | |||||||||
| $ | 725,560 | ||||||||||
| Oil Companies-Exploration & Production - 7.9% | |||||||||||
| Amerada Hess Corp. | 10,500 | $ | 1,334,550 | ||||||||
| BP PLC | 165,000 | 1,881,730 | |||||||||
| Chesapeake Energy Corp. | 14,000 | 442,540 | |||||||||
| Goodrich Petroleum Corp.(1) | 13,770 | 300,048 | |||||||||
| Halliburton Co. | 8,000 | 495,760 | |||||||||
| Niko Resources, Ltd. | 6,000 | 274,371 | |||||||||
| Paramount Resources, Ltd.(1) | 5,731 | 139,211 | |||||||||
| Southwestern Energy Co.(1) | 16,000 | 926,400 | |||||||||
| Vintage Petroleum, Inc. | 19,000 | 730,170 | |||||||||
| $ | 6,524,780 | ||||||||||
| Personal Products - 0.5% | |||||||||||
| Avon Products, Inc. | 13,000 | $ | 426,660 | ||||||||
| $ | 426,660 | ||||||||||
See notes to financial statements
19
Global Growth Portfolio as of August 31, 2005
PORTFOLIO OF INVESTMENTS CONT'D
| Security | Shares | Value | |||||||||
| Publishing - 4.2% | |||||||||||
| Promotora de Informaciones S.A. (Prisa) | 96,000 | $ | 1,772,651 | ||||||||
| Trinity Mirror PLC | 150,000 | 1,679,342 | |||||||||
| $ | 3,451,993 | ||||||||||
| Refining - 0.3% | |||||||||||
| Valero Energy Corp. | 2,400 | $ | 255,600 | ||||||||
| $ | 255,600 | ||||||||||
| Semiconductor Equipment - 0.6% | |||||||||||
| Cabot Microelectronics Corp.(1) | 7,500 | $ | 223,575 | ||||||||
| Veeco Instruments, Inc.(1) | 14,000 | 257,180 | |||||||||
| $ | 480,755 | ||||||||||
| Semiconductor Equipment and Products - 4.1% | |||||||||||
| Cirrus Logic, Inc.(1) | 86,000 | $ | 679,400 | ||||||||
| Intel Corp. | 16,000 | 411,520 | |||||||||
| International Rectifier Corp.(1) | 31,500 | 1,515,150 | |||||||||
| LSI Logic Corp.(1) | 35,000 | 337,400 | |||||||||
| Sigmatel, Inc.(1) | 24,000 | 464,400 | |||||||||
| $ | 3,407,870 | ||||||||||
| Semiconductors - 0.3% | |||||||||||
| Synaptics, Inc.(1) | 13,994 | $ | 230,901 | ||||||||
| $ | 230,901 | ||||||||||
| Software - 1.4% | |||||||||||
| Cognos, Inc.(1) | 6,000 | $ | 216,660 | ||||||||
| Compuware Corp.(1) | 63,000 | 570,780 | |||||||||
| Magma Design Automation, Inc.(1) | 40,000 | 354,000 | |||||||||
| $ | 1,141,440 | ||||||||||
| Specialty Retail - 7.0% | |||||||||||
| CVS Corp. | 31,000 | $ | 910,470 | ||||||||
| DSW, Inc., Class A(1) | 1,916 | 43,110 | |||||||||
| Mitsukoshi, Ltd. | 337,000 | 1,664,780 | |||||||||
| RadioShack Corp. | 11,078 | 277,615 | |||||||||
| RONA, Inc.(1) | 9,114 | 184,873 | |||||||||
| Tesco PLC | 315,000 | 1,852,431 | |||||||||
| Walgreen Co. | 18,000 | 833,940 | |||||||||
| $ | 5,767,219 | ||||||||||
| Security | Shares | Value | |||||||||
| Telecommunication Equipment - 0.6% | |||||||||||
| Corning, Inc.(1) | 25,000 | $ | 499,000 | ||||||||
| $ | 499,000 | ||||||||||
| Transportation - 2.3% | |||||||||||
| BAA PLC | 169,000 | $ | 1,862,852 | ||||||||
| $ | 1,862,852 | ||||||||||
| Total Common Stocks (identified cost $68,794,948) | $ | 80,701,384 | |||||||||
| Warrants - 0.0% | |||||||||||
| Security | Shares | Value | |||||||||
| Kingboard Chemical - Strike: 20 Expires: 12/31/06(1) | 49,200 | $ | 17,408 | ||||||||
| $ | 17,408 | ||||||||||
| Total Warrants (identified cost $0) | $ | 17,408 | |||||||||
| Short-Term Investments - 1.2% | |||||||||||
| Security | Principal Amount (000's omitted) | Value | |||||||||
| Investors Bank and Trust Company Time Deposit, 3.57%, 9/1/05 | $ | 945 | $ | 945,000 | |||||||
| Total Short-Term Investments (at amortized cost, $945,000) | $ | 945,000 | |||||||||
| Total Investments - 99.2% (identified cost $69,739,948) | $ | 81,663,792 | |||||||||
| Other Assets, Less Liabilities - 0.8% | $ | 680,676 | |||||||||
| Net Assets - 100.0% | $ | 82,344,468 | |||||||||
ADR - American Depository Receipt
(1) Non-income producing security.
See notes to financial statements
20
Global Growth Portfolio as of August 31, 2005
PORTFOLIO OF INVESTMENTS CONT'D
| Country Concentration of Portfolio | |||||||||||
| Country | Percentage of Net Assets | Value | |||||||||
| United States | 42.4 | % | $ | 34,938,332 | |||||||
| United Kingdom | 19.7 | % | 16,200,337 | ||||||||
| Japan | 11.3 | % | 9,320,666 | ||||||||
| France | 4.4 | % | 3,624,536 | ||||||||
| Canada | 3.2 | % | 2,649,073 | ||||||||
| Republic of Korea | 3.1 | % | 2,571,157 | ||||||||
| Germany | 2.2 | % | 1,790,067 | ||||||||
| Hong Kong | 2.2 | % | 1,772,605 | ||||||||
| Netherlands | 2.2 | % | 1,841,307 | ||||||||
| Spain | 2.2 | % | 1,772,651 | ||||||||
| Switzerland | 2.1 | % | 1,729,712 | ||||||||
| Denmark | 1.7 | % | 1,377,420 | ||||||||
| Austria | 1.3 | % | 1,099,449 | ||||||||
| Bermuda | 1.1 | % | 895,540 | ||||||||
| Israel | 0.1 | % | 80,940 | ||||||||
See notes to financial statements
21
Global Growth Portfolio as of August 31, 2005
FINANCIAL STATEMENTS
Statement of Assets and Liabilities
As of August 31, 2005
| Assets | |||||||
| Investments, at value (identified cost, $69,739,948) | $ | 81,663,792 | |||||
| Cash | 87 | ||||||
| Receivable for investments sold | 1,707,024 | ||||||
| Interest and dividends receivable | 62,471 | ||||||
| Tax reclaim receivable | 57,985 | ||||||
| Total assets | $ | 83,491,359 | |||||
| Liabilities | |||||||
| Payable for investments purchased | $ | 1,026,135 | |||||
| Payable to affiliate for investment advisory fees | 51,625 | ||||||
| Accrued expenses | 69,131 | ||||||
| Total liabilities | $ | 1,146,891 | |||||
| Net Assets applicable to investors' interest in Portfolio | $ | 82,344,468 | |||||
| Sources of Net Assets | |||||||
| Net proceeds from capital contributions and withdrawals | $ | 70,420,782 | |||||
| Net unrealized appreciation (computed on the basis of identified cost) | 11,923,686 | ||||||
| Total | $ | 82,344,468 | |||||
Statement of Operations
For the Year Ended
August 31, 2005
| Investment Income | |||||||
| Dividends (net of foreign taxes, $85,042) | $ | 1,389,414 | |||||
| Interest | 106,249 | ||||||
| Total investment income | $ | 1,495,663 | |||||
| Expenses | |||||||
| Investment adviser fee | $ | 664,505 | |||||
| Administration fee | 221,410 | ||||||
| Trustees' fees and expenses | 10,226 | ||||||
| Custodian fee | 201,730 | ||||||
| Legal and accounting services | 39,134 | ||||||
| Miscellaneous | 10,204 | ||||||
| Total expenses | $ | 1,147,209 | |||||
| Deduct - Reduction of custodian fee | $ | 87 | |||||
| Reduction of investment adviser fee | 3,911 | ||||||
| Total expense reductions | $ | 3,998 | |||||
| Net expenses | $ | 1,143,211 | |||||
| Net investment income | $ | 352,452 | |||||
| Realized and Unrealized Gain (Loss) | |||||||
| Net realized gain (loss) - Investment transactions (identified cost basis) | $ | 6,579,448 | |||||
| Foreign currency and forward foreign currency exchange contract transactions | (104,706 | ) | |||||
| Net realized gain | $ | 6,474,742 | |||||
| Change in unrealized appreciation (depreciation) - Investments (identified cost basis) | $ | 8,663,620 | |||||
| Foreign currency and forward foreign currency exchange contracts | 8,971 | ||||||
| Net change in unrealized appreciation (depreciation) | $ | 8,672,591 | |||||
| Net realized and unrealized gain | $ | 15,147,333 | |||||
| Net increase in net assets from operations | $ | 15,499,785 | |||||
See notes to financial statements
22
Global Growth Portfolio as of August 31, 2005
FINANCIAL STATEMENTS CONT'D
Statements of Changes in Net Assets
| Increase (Decrease) in Net Assets | Year Ended August 31, 2005 | Year Ended August 31, 2004 | |||||||||
| From operations - Net investment income | $ | 352,452 | $ | 551,425 | |||||||
| Net realized gain from investments and foreign currency transactions | 6,474,742 | 6,934,748 | |||||||||
| Net change in unrealized appreciation (depreciation) from investments and foreign currency | 8,672,591 | (1,574,233 | ) | ||||||||
| Net increase in net assets from operations | $ | 15,499,785 | $ | 5,911,940 | |||||||
| Capital transactions - Contributions | $ | 10,654,315 | $ | 8,698,998 | |||||||
| Withdrawals | (30,426,722 | ) | (27,066,514 | ) | |||||||
| Net decrease in net assets from capital transactions | $ | (19,772,407 | ) | $ | (18,367,516 | ) | |||||
| Net decrease in net assets | $ | (4,272,622 | ) | $ | (12,455,576 | ) | |||||
| Net Assets | |||||||||||
| At beginning of year | $ | 86,617,090 | $ | 99,072,666 | |||||||
| At end of year | $ | 82,344,468 | $ | 86,617,090 | |||||||
See notes to financial statements
23
Global Growth Portfolio as of August 31, 2005
FINANCIAL STATEMENTS CONT'D
Supplementary Data
| Year Ended August 31, | |||||||||||||||||||||||
| 2005 | 2004 | 2003 | 2002 | 2001 | |||||||||||||||||||
| Ratios/Supplemental Data | |||||||||||||||||||||||
| Ratios (As a percentage of average daily net assets): | |||||||||||||||||||||||
| Expenses | 1.29 | %(2) | 1.25 | % | 1.24 | % | 1.15 | % | 1.11 | % | |||||||||||||
| Expenses after custodian fee reduction | 1.29 | %(2) | 1.25 | % | 1.24 | % | 1.15 | % | 1.11 | % | |||||||||||||
| Net investment income | 0.40 | %(2) | 0.55 | % | 0.35 | % | 0.08 | % | 0.08 | % | |||||||||||||
| Portfolio Turnover | 130 | % | 164 | % | 93 | % | 107 | % | 160 | % | |||||||||||||
| Total Return(1) | 19.06 | % | 5.42 | % | 15.23 | % | (17.67 | )% | - | ||||||||||||||
| Net assets, end of year (000's omitted) | $ | 82,344 | $ | 86,617 | $ | 99,073 | $ | 109,557 | $ | 204,969 | |||||||||||||
(1) Total return is required to be disclosed for fiscal years beginning after December 15, 2000.
(2) The operating expenses of the Portfolio reflect a reduction of the investment advisor fee. Had such actions not been taken, the ratios would have been the same.
See notes to financial statements
24
Global Growth Portfolio as of August 31, 2005
NOTES TO FINANCIAL STATEMENTS
1 Significant Accounting Policies
Global Growth Portfolio (the Portfolio) is registered under the Investment Company Act of 1940 as a diversified, open-end management investment company, which was organized as a trust under the laws of the State of New York on June 1, 1995. The Portfolio seeks to provide long-term capital growth by investing in a global and diversified portfolio of common stocks of companies expected to grow in value over time. The Declaration of Trust permits the Trustees to issue interests in the Portfolio. At August 31, 2005, the Eaton Vance Global Growth Fund held an approximate 99.9% interest in the Portfolio. The following is a summary of the significant accounting policies of the Portfolio. The policies are in conformity with accounting principles generally accepted in the United States of America.
A Investment Valuations - Securities listed on a U.S. securities exchange generally are valued at the last sale 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 National Market System generally are valued at the official NASDAQ 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 trade d in the over-the-counter market, by an independent pricing service. Exchange-traded options are valued at the last sale price for the day of valuation as quoted on the principal exchange or board of trade on which the options are traded or, in the absence of sales on such date, at the mean between the latest bid and asked prices therefore. Futures positions on securities and currencies generally are valued at closing settlement prices. Short-term debt securities with a remaining maturity of 60 days or less are valued at amortized cost. If short-term debt securities were acquired with a remaining maturity of more than 60 days, their amortized cost value will be based on their value on the sixty-first day prior to maturity. Other fixed income and debt securities, including listed securities and securities for which price quotations are available, will normally be valued on the basis of valuations furnished by a pricing service. Foreign securities and currencies are valued in U.S. dollars, based on foreig n currency exchange rate quotations supplied by an independent quotation service. 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 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 held by the Portfolio for which valuations or market quotations a re unavailable are valued at fair value using methods determined in good faith by or at the direction of the Trustees of the Portfolio considering relevant factors, data and information including the market value of freely tradable securities of the same class in the principal market on which such securities are normally traded.
B Income 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. Since 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 i nvestors 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. 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.
C Financial Futures Contracts - Upon the entering of a financial futures contract, the Portfolio is required to deposit (initial margin) either in cash or securities an amount equal to a certain percentage of the purchase price indicated in the financial futures contract. Subsequent payments are made or received by the Portfolio (margin maintenance) each day, dependent on the daily fluctuations in the value of the underlying security, and are recorded for book purposes as unrealized gains or losses by the Portfolio. The Portfolio's investment in financial futures contracts is designed only to hedge against anticipated future changes in interest or currency exchange rate s. Should interest or currency exchange rates move unexpectedly, the Portfolio may not achieve the anticipated benefits of the financial futures contracts and may realize a loss.
25
Global Growth Portfolio as of August 31, 2005
NOTES TO FINANCIAL STATEMENTS CONT'D
D Options on Financial Futures - Upon the purchase of a put option on foreign currency by the Portfolio, the premium paid is recorded as an investment, the value of which is marked-to-market daily. When the purchased option expires, the Portfolio will realize a loss in the amount of the cost of the option. When the Portfolio enters into a closing sales transaction, the Portfolio will realize a gain or loss depending upon whether the sales proceeds from the closing sales transaction are greater or less than the cost of the option. When the Portfolio exercises a put option, settlement is made in cash. The risk associated with purchasing options is limited to the premium o riginally paid.
E Foreign Currency Translation - Investment valuations, other assets, and liabilities initially expressed in foreign currencies are converted each business day into U.S. dollars based upon current exchange rates. Purchases and sales of foreign investment securities and income and expenses are converted into U.S. dollars based upon currency exchange rates prevailing on the respective dates of such transactions. Realized 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 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. 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. The Portfolio will enter into forward contracts for hedging purposes as well as non-hedging purposes. The forward foreign currency exchange contracts are adjusted by the daily exchange rate of the underlying currency and any gains or losses are recorded for financial statement purposes as unrealized until such time as the contracts have been closed or offset.
G Expense Reduction - Investors Bank & Trust Company (IBT) serves as custodian of the Portfolio. Pursuant to the custodian agreement, IBT receives a fee reduced by credits which are determined based on the average daily cash balance the Portfolio maintains with IBT. All credit balances used to reduce the Portfolio's custodian
fees are reported as a reduction of total expenses on the Statement of Operations.
H 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.
I 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. Interestholders in the Portfolio are jointly and severally liable for the liabilities and obligations of the Portfolio in the event that the Portfolio fails to satisfy such liabilities and obligations; provided, however, that, to the extent assets are available in the Portfolio, the Portfolio may, under certain circumstances, indemnify interestholders from and against any claim or liability to which such holder may become subject by reason of being or ha ving been an interestholder in the Portfolio. 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.
J Other - Investment transactions are accounted for on a trade-date basis. Dividend income is recorded on the ex-dividend date. 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. Interest income is recorded on the accrual basis.
2 Investment Adviser Fee and Other Transactions with Affiliates
The investment adviser fee is earned by Boston Management and Research (BMR), a wholly-owned subsidiary of Eaton Vance Management (EVM), and Lloyd George Investment Management (Bermuda) Limited, an affiliate of EVM (the Advisers), as compensation for management and investment advisory services rendered to the Portfolio. Under the investment advisory agreement, the Advisers receive a monthly fee, divided equally between them, of 0.0625% (0.75% annually) of the average daily net assets of the Portfolio up to $500,000,000, and at reduced rates as daily net assets exceed that level.
26
Global Growth Portfolio as of August 31, 2005
NOTES TO FINANCIAL STATEMENTS CONT'D
For the year ended August 31, 2005, the investment adviser fee was 0.75% of average net assets for such period and amounted to $664,505. In addition, an administrative fee is earned by EVM for managing and administering the business affairs of the Portfolio. Under the administration agreement, EVM earns a monthly fee in the amount of 1/48th of 1% (equal to 0.25% annually) of the average daily net assets of the Portfolio up to $500,000,000, and at reduced rates as daily net assets exceed that level. For the year ended August 31, 2005, the administration fee was 0.25% of average net assets for such period and amounted to $221,410. The Advisers have also agreed to reduce the investment adviser fee by an amount equal to that portion of commissions paid to broker dealers in execution of portfolio transactions that is consideration for third-party research services. For the year ended A ugust 31, 2005, the Advisers waived $3,911 of their advisory fee. Except as to the Trustees of the Portfolio who are not members of the Advisers or EVM's organization, officers and Trustees receive remuneration for their services to the Portfolio out of such investment adviser and administrative fees.
Trustees of the Portfolio that are not affiliated with the Advisers may elect to defer receipt of all or a percentage of their annual fees in accordance with the terms of the Trustees Deferred Compensation Plan. For the year ended August 31, 2005, no significant amounts have been deferred.
Certain officers and Trustees of the Portfolio are officers of the above organizations.
3 Investment Transactions
Purchases and sales of investments, other than short-term obligations, aggregated $110,682,024 and $128,303,956, respectively, for the year ended August 31, 2005.
4 Federal Income Tax Basis of Unrealized Appreciation (Depreciation)
The cost and unrealized appreciation (depreciation) in value of the investments owned at August 31, 2005, as computed on a federal income tax basis, are as follows:
| Aggregate cost | $ | 69,937,510 | |||||
| Gross unrealized appreciation | $ | 13,326,820 | |||||
| Gross unrealized depreciation | (1,600,538 | ) | |||||
| Net unrealized appreciation | $ | 11,726,282 | |||||
The net unrealized depreciation on foreign currency was $158.
5 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. 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 investmen ts. Foreign stock 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 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.
6 Financial Instruments
The Portfolio regularly trades in financial instruments with off-balance sheet risk in the normal course of its investing activities to assist in managing exposure to various market risks. These financial instruments may include written options, forward foreign currency exchange contracts and financial futures contracts and may involve, to a varying degree, elements of risk in excess of the 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 does 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.
The Portfolio did not have any open obligations under these financial instruments at August 31, 2005.
7 Line of Credit
The Portfolio participates with other portfolios and funds managed by BMR and EVM and its affiliates in a $150 million unsecured line of credit agreement with a group of banks. Borrowings will be made by the Portfolio
27
Global Growth Portfolio as of August 31, 2005
NOTES TO FINANCIAL STATEMENTS CONT'D
solely to facilitate the handling of unusual and/or unanticipated short-term cash requirements. Interest is charged to each portfolio or fund based on its borrowings at an amount above either the Eurodollar rate or federal funds rate. In addition, a fee computed at an annual rate of 0.10% on the daily unused portion of the facility is allocated among the participating funds and portfolios at the end of each quarter. The Portfolio did not have any significant borrowings or allocated fees during the year ended August 31, 2005.
28
Global Growth Portfolio as of August 31, 2005
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Trustees and Investors
of Global Growth Portfolio:
In our opinion, the accompanying statement of assets and liabilities, including the portfolio of investments, and the related statements of operations and of changes in net assets and the supplementary data present fairly, in all material respects, the financial position of Global Growth Portfolio (the "Portfolio") at August 31, 2005, and the results of its operations, the changes in its net assets and the supplementary data for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and supplementary data (hereafter referred to as "financial statements") are the responsibility of the Portfolio's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Pub lic 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 are free of material misstatement. An audit 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, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at August 31, 2005 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.
PricewaterhouseCoopers LLP
Boston, Massachusetts
October 24, 2005
29
Global Growth Portfolio as of August 31, 2005
OTHER MATTERS (Unaudited)
The Portfolio held a Special Meeting of Interestholders on April 29, 2005 to elect Trustees. The results of the vote were as follows:
| Interest in the Portfolio | |||||||||||
| Nominee for Trustee | Affirmative | Withhold | |||||||||
| Edward K.Y. Chen | 99 | % | 1 | % | |||||||
| Benjamin C. Esty | 99 | % | 1 | % | |||||||
| Hon. Robert Lloyd George | 99 | % | 1 | % | |||||||
| James B. Hawkes | 99 | % | 1 | % | |||||||
| Samuel L. Hayes, III | 99 | % | 1 | % | |||||||
| William H. Park | 99 | % | 1 | % | |||||||
| Ronald A. Pearlman | 99 | % | 1 | % | |||||||
| Norton H. Reamer | 99 | % | 1 | % | |||||||
| Lynn A. Stout | 99 | % | 1 | % | |||||||
| Ralph F. Verni | 99 | % | 1 | % | |||||||
Results are rounded to the nearest whole number.
30
Eaton Vance Global Growth Fund
BOARD OF TRUSTEES' ANNUAL APPROVAL OF THE INVESTMENT ADVISORY AGREEMENTS
The investment advisory agreements between Global Growth Portfolio (the "Portfolio") and its two investment advisers, Boston Management and Research ("BMR") and Lloyd George Investment Management (Bermuda) Limited ("Lloyd George"), provides that each advisory agreement will continue in effect from year to year so long as its continuance is approved at least annually (i) by a vote of a majority of the noninterested Trustees of the Portfolio cast in person at a meeting called for the purpose of voting on such approval and (ii) by the Trustees of the Portfolio or by vote of a majority of the outstanding interests of the Portfolio.
In considering the annual approval of the investment advisory agreements between the Portfolio and its investment advisers, the Special Committee of the Board of Trustees considered information that had been provided throughout the year at regular Board meetings, as well as information furnished to the Special Committee for a series of meetings held in February and March in preparation for a Board meeting held on March 21, 2005 to specifically consider the renewal of the investment advisory agreements. Such information included, among other things, the following:
• An independent report comparing Portfolio advisory fees with those of comparable funds;
• An independent report comparing the expense ratio of the Eaton Vance Global Growth Fund (the "Fund") to those of comparable funds;
• Information regarding Fund investment performance in comparison to relevant peer groups of funds and appropriate indices;
• The economic outlook and the general investment outlook in relevant investment markets;
• Each investment adviser's results and financial condition and the overall organization of each investment adviser;
• The procedures and processes used to determine the fair value of Fund assets, including the use of an independent pricing service to value foreign securities that meet certain criteria, and actions taken to monitor and test the effectiveness of such procedures and processes;
• The allocation of brokerage and the benefits received by each investment adviser as a result of brokerage allocation;
• The resources devoted to compliance efforts undertaken by Eaton Vance Management ("Eaton Vance") and Lloyd George on behalf of the funds they manage and the record of compliance with the investment policies and restrictions and with policies on personal securities transactions;
• The quality, nature, cost and character of the administrative and other non-investment management services provided by Eaton Vance and its affiliates; and
• The terms of the advisory agreements and the reasonableness and appropriateness of the particular fee paid by the Portfolio for the services described therein.
In evaluating the investment advisory agreements between BMR and Lloyd George and the Portfolio, the Special Committee also considered information relating to the education, experience and number of investment professionals and other personnel whose responsibilities include portfolio management. The Special Committee also considered Lloyd George's experience in managing funds that invest in equity securities of foreign companies, including companies located in emerging market countries. The Special Committee noted that Lloyd George maintains offices in London, Hong Kong, Singapore and Mumbai, providing its investment management team with first hand knowledge of country and market factors effecting securities in which the Portfolio invests. The Special Committee evaluated the level of skill and expertise required to manage the Portfolio and concluded that the human resources available at each in vestment adviser were appropriate to fulfill effectively its duties on behalf of the Portfolio.
31
Eaton Vance Global Growth Fund
BOARD OF TRUSTEES' ANNUAL APPROVAL OF THE INVESTMENT ADVISORY AGREEMENTS CONT'D
In its review of comparative information with respect to the Fund's investment performance, the Special Committee noted that the investment advisers have taken actions to improve the performance of the Portfolio, such as a change in investment policy and the hiring of a new portfolio manager for the U.S. portion of the Portfolio, both in 2004. The Special Committee concluded that it is appropriate to allow reasonable time to evaluate the effectiveness of these actions with respect to the Portfolio. With respect to its review of investment advisory fees, the Special Committee concluded that the fees paid by the Portfolio are within the range of those paid by comparable funds within the mutual fund industry. In reviewing the information regarding the expense ratio of the Fund relative to comparable funds, the Special Committee noted that the expense ratio of the Fund is above-average.
In addition to the factors mentioned above, the Special Committee reviewed the level of each investment adviser's profits in providing investment management services for the Portfolio and, in the case of BMR, for all Eaton Vance funds as a group, as well as each adviser's implementation of a soft dollar reimbursement program. Pursuant to the soft dollar reimbursement program, the Portfolio may receive reimbursement payments in respect of third party research services obtained by each investment adviser as a result of soft dollar credits generated through trading on behalf of each Portfolio. The Special Committee also reviewed the level of profits of Eaton Vance and its affiliates in providing administration services for the Fund and for all Eaton Vance funds as a group. The Special Committee also considered the fiduciary duty assumed by each investment adviser in connection with the services re ndered to the Portfolios and the business reputation of each investment adviser and their financial resources. The Trustees concluded that in light of the services rendered, the profits realized by each investment adviser are not unreasonable. The Special Committee also considered the extent to which each investment adviser appears to be realizing benefits from economies of scale in managing the Portfolio, and concluded that the fee breakpoints which are in place will allow for an equitable sharing of such benefits, when realized, with the Portfolio and the shareholders of the Fund.
The Special Committee did not consider any single factor as controlling in determining whether or not to renew the investment advisory agreements. Nor are the items described herein all the matters considered by the Special Committee. In assessing the information provided by Eaton Vance and its affiliates, the Special Committee also took into consideration the benefits to shareholders of investing in a fund that is a part of a large family of funds which provides a large variety of shareholder services.
Based on its consideration of the foregoing factors and conclusions, and such other factors and conclusions as it deemed relevant, and assisted by independent counsel, the Special Committee concluded that the renewal of the investment advisory agreements, including the fee structures, is in the interests of shareholders.
32
Eaton Vance Global Growth Fund
MANAGEMENT AND ORGANIZATION
Fund Management. The Trustees of Eaton Vance Growth Trust (the Trust) and Global Growth Portfolio (the Portfolio) are responsible for the overall management and supervision of the Trust's and Portfolio's affairs. The Trustees and officers of the Trust and the Portfolio are listed below. Except as indicated, each individual has held the office shown or other offices in the same company for the last five years. Trustees and officers of the Trust and the Portfolio hold indefinite terms of office. The "noninterested Trustees" consist of those Trustees who are not "interested persons" of the Trust and the Portfolio, as that term is defined under the 1940 Act. The business address of each Trustee and officer, with the exception of Messrs. Chen and Lloyd George, is The Eaton Vance Building, 2 55 State Street, Boston, Massachusetts 02109. 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., "Atlanta Capital" refers to Atlanta Capital Management Company, LLC, "LGM" refers to Lloyd George Management (B.V.I.) Limited and "Lloyd George" refers to Lloyd George Management (Bermuda) 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 EVM. Lloyd George is a wholly-owned subsidiary of LGM.
| Name and Date of Birth | Position(s) with the Trust and the Portfolio | Term of Office and Length of Service | Principal Occupation(s) During Past Five Years | Number of Portfolios in Fund Complex Overseen By Trustee(1) | Other Directorships Held | ||||||||||||||||||
| Interested Trustee(s) | |||||||||||||||||||||||
| James B. Hawkes 11/9/41 | Trustee | Trustee of the Trust since 1989; of the Portfolio since 1995 | Chairman, President and Chief Executive Officer of BMR, EVC, EVM and EV; Director of EV; Vice President and Director of EVD. Trustee and/or officer of 160 registered investment companies in the Eaton Vance Fund Complex. Mr. Hawkes is an interested person because of his positions with BMR, EVM, EVC and EV which are affiliates of the Trust and the Portfolio. | 160 | Director of EVC | ||||||||||||||||||
| Hon. Robert Lloyd George(2) 8/13/52 | Trustee and Vice President of the Portfolio | Trustee since 1996; Vice President since 1995 | Chief Executive Officer of LGM and Lloyd George. Chairman of LGM. Mr. Lloyd George is an interested person because of his positions with LGM and Lloyd George, which are affiliates of the Portfolio. | 5 | None | ||||||||||||||||||
| Noninterested Trustee(s) | |||||||||||||||||||||||
| Edward K.Y. Chen(2) 1/14/45 | Trustee of the Portfolio | Since 1996 | President of Lingnan University in Hong Kong. | 5 | Director of First Pacific Company, Asia Satellite Telecommunications Holdings Ltd. and Wharf Holdings Limited (property management and communications) | ||||||||||||||||||
| Benjamin C. Esty 1/2/63 | Trustee | Since 2005 | Professor, Harvard University Graduate School of Business Administration (since 2003). Formerly, Associate Professor, Harvard University Graduate School of Business Administration (2000-2003). | 151 | None | ||||||||||||||||||
| Samuel L. Hayes, III 2/23/35 | Trustee and Chairman of the Board | Trustee of the Trust since 1989; of the Portfolio since 1995 and Chairman of the Board since 2005 | Jacob H. Schiff Professor of Investment Banking Emeritus, Harvard University Graduate School of Business Administration. Director of Yakima Products, Inc. (manufacturer of automotive accessories) (since 2001) and Director of Telect, Inc. (telecommunications services company) (since 2000). | 160 | Director of Tiffany & Co. (specialty retailer) | ||||||||||||||||||
| William H. Park 9/19/47 | Trustee | Since 2003 | President and Chief Executive Officer, Prizm Capital Management, LLC (investment management firm) (since 2002). Formerly, Executive Vice President and Chief Financial Officer, United Asset Management Corporation (a holding company owning institutional investment management firms) (1982-2001). | 160 | None | ||||||||||||||||||
33
Eaton Vance Global Growth Fund
MANAGEMENT AND ORGANIZATION CONT'D
| Name and Date of Birth | Position(s) with the Trust and the Portfolio | Term of Office and Length of Service | Principal Occupation(s) During Past Five Years | Number of Portfolios in Fund Complex Overseen By Trustee(1) | Other Directorships Held | ||||||||||||||||||
| Noninterested Trustee(s) (continued) | |||||||||||||||||||||||
| Ronald A. Pearlman 7/10/40 | Trustee | Since 2003 | Professor of Law, Georgetown University Law Center (since 1999). Formerly, Tax Partner, Covington & Burling, Washington, DC (1991-2000). | 160 | None | ||||||||||||||||||
| Norton H. Reamer 9/21/35 | Trustee | Trustee of the Trust since 1989; of the Portfolio since 1995 | President, Chief Executive Officer and a Director of Asset Management Finance Corp. (a specialty finance company serving the investment management industry) (since October 2003). President, Unicorn Corporation (an investment and financial advisory services company) (since September 2000). Formerly, Chairman, Hellman, Jordan Management Co., Inc. (an investment management company) (2000-2003). Formerly, Advisory Director of Berkshire Capital Corporation (investment banking firm) (2002-2003). Formerly, Chairman of the Board, United Asset Management Corporation (a holding company owning institutional investment management firms) and Chairman, President and Director, UAM Funds (mutual funds) (1980-2000). | 160 | None | ||||||||||||||||||
| Lynn A. Stout 9/14/57 | Trustee | Since 1998 | Professor of Law, University of California at Los Angeles School of Law (since July 2001). Formerly, Professor of Law, Georgetown University Law Center. | 160 | None | ||||||||||||||||||
| Ralph F. Verni 1/26/43 | Trustee | Since 2005 | Consultant and private investor (since 2000). Formerly, President and Chief Executive Officer, Redwood Investment Systems, Inc. (software developer) (2000). Formerly, President and Chief Executive Officer, State Street Research & Management (investment advisor), SSRM Holdings (parent of State Street Research & Management), and SSR Realty (institutional realty manager) (1992-2000). | 151 | Director of W.P. Carey & Company LLC (manager of real estate investment trusts). | ||||||||||||||||||
| Principal Officers who are not Trustees | |||||||||||||||||||||||
| Name and Date of Birth | Position(s) with the Trust and the Portfolio | Term of Office and Length of Service | Principal Occupation(s) During Past Five Years | ||||||||||||
| Thomas E. Faust Jr. 5/31/58 | President of the Trust | Since 2002(3) | Executive Vice President of EVM, BMR, EVC and EV; Chief Investment Officer of EVM and BMR and Director of EVC. Chief Executive Officer of Belair Capital Fund LLC, Belcrest Capital Fund LLC, Belmar Capital Fund LLC, Belport Capital Fund LLC and Belrose Capital Fund LLC (private investment companies sponsored by EVM). Officer of 64 registered investment companies managed by EVM or BMR. | ||||||||||||
| Gregory L. Coleman 10/28/49 | Vice President of the Trust | Since 2001 | Partner of Atlanta Capital. Officer of 8 registered investment companies managed by EVM or BMR. | ||||||||||||
| Arieh Coll 11/9/63 | Vice President of the Portfolio | Since 2003 | Vice President of EVM and BMR. Officer of 4 registered investment companies managed by EVM and BMR. | ||||||||||||
| Duncan W. Richardson 10/26/57 | President of the Portfolio | Since 2002 | Senior Vice President and Chief Equity Investment Officer of EVM and BMR. Officer of 50 registered investment companies managed by EVM or BMR. | ||||||||||||
| James A. Womack 11/20/68 | Vice President of the Trust | Since 2001 | Vice President of Atlanta Capital. Officer of 8 registered investment companies managed by EVM or BMR. | ||||||||||||
34
Eaton Vance Global Growth Fund
MANAGEMENT AND ORGANIZATION CONT'D
| Principal Officers who are not Trustees (continued) | |||
| Name and Date of Birth | Position(s) with the Trust and the Portfolio | Term of Office and Length of Service | Principal Occupation(s) During Past Five Years | ||||||||||||
| William J. Austin, Jr. 12/27/51 | Treasurer of the Portfolio | Since 2002(3) | Vice President of EVM and BMR. Officer of 45 registered investment companies managed by EVM or BMR. | ||||||||||||
| Alan R. Dynner 10/10/40 | Secretary | Since 1997 | Vice President, Secretary and Chief Legal Officer of BMR, EVM, EVD, EV and EVC. Officer of 160 registered investment companies managed by EVM or BMR. | ||||||||||||
| James L. O'Connor 4/1/45 | Treasurer of the Trust | Since 1989 | Vice President of BMR, EVM and EVD. Officer of 122 registered investment companies managed by EVM or BMR. | ||||||||||||
| Paul M. O'Neil 7/1/53 | Chief Compliance Officer | Since 2004 | Vice President of EVM and BMR. Officer of 160 registered investment companies managed by EVM or BMR. | ||||||||||||
(1) Includes both master and feeder funds in a master-feeder structure.
(2) The business address for Mr. Lloyd George is 3803 One Exchange Square, Central, Hong Kong and for Mr. Chen is President's Office, Lingnan College, Tuen Mun, Hong Kong.
(3) Prior to 2002, Mr. Faust served as Vice President of the Trust since 1999 and Mr. Austin served as Assistant Treasurer of the Portfolio since 2001.
The SAI for the Fund includes additional information about the Trustees and officers of the Fund and Portfolio and can be obtained without charge by calling 1-800-225-6265.
35
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Item 2. Code of Ethics
The registrant has adopted a code of ethics applicable to its Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer. The registrant undertakes to provide a copy of such code of ethics to any person upon request, without charge, by calling 1-800-262-1122.
Item 3. Audit Committee Financial Expert
The registrant’s Board has designated William H. Park, Samuel L. Hayes, III and Norton H. Reamer, each an independent trustee, as its audit committee financial experts. Mr. Park is a certified public accountant who is the President and Chief Executive Officer of Prizm Capital Management, LLC (investment management firm). Previously, he served as Executive Vice President and Chief Financial Officer of United Asset Management Corporation (“UAM”) (a holding company owning institutional investment management firms). Mr. Hayes is the Jacob H. Schiff Professor of Investment Banking Emeritus of the Harvard University Graduate School of Business Administration. Mr. Reamer is the President, Chief Executive Officer and a Director of Asset Management Finance Corp. (a specialty finance company serving the investment management industry) and is President of Unicorn Corporation (an investment and financial advisory services company). Formerly, Mr. Reamer was Chairman of Hellman, Jordan Management Co., Inc. (an investment management company) and Advisory Director of Berkshire Capital Corporation (an investment banking firm), Chairman of the Board of UAM and Chairman, President and Director of the UAM Funds (mutual funds).
Item 4. Principal Accountant Fees and Services
(a)-(d)
The following table presents aggregate fees billed to the registrant for the fiscal years ended August 31, 2004 and August 31, 2005 by the registrant’s principal accountant for professional services rendered for the audit of the registrant’s annual financial statements and fees billed for other services rendered by the principal accountant during those periods.
Fiscal Years Ended |
| 8/31/2004 |
| 8/31/2005 |
| |||
|
|
|
|
|
| |||
Audit Fees |
| $ | 30,875 |
| $ |
| 32,700 |
|
|
|
|
|
|
| |||
Audit-Related Fees(1) |
| $ | 0 |
| $ |
| 0 |
|
|
|
|
|
|
| |||
Tax Fees(2) |
| $ | 5,700 |
| $ |
| 6,050 |
|
|
|
|
|
|
| |||
All Other Fees(3) |
| $ | 0 |
| $ |
| 0 |
|
|
|
|
|
|
| |||
Total |
| $ | 36,575 |
| $ |
| 38,750 |
|
(1) Audit-related fees consist of the aggregate fees billed for assurance and related services that are reasonably related to the performance of the audit of the registrant’s financial statements and are not reported under the category of audit fees.
(2) Tax fees consist of the aggregate fees billed for professional services rendered by the principal accountant relating to tax compliance, tax advice, and tax planning and specifically include fees for tax return preparation and other related tax compliance/planning matters
(3) All other fees consist of the aggregate fees billed for products and services provided by the 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 the registrant’s principal accountant for the registrant’s fiscal year ended August 31, 2004 and the fiscal year ended August 31, 2005; and (ii) the aggregate non-audit fees (i.e., fees for audit-related, tax, and other services) billed to the Eaton Vance organization by the registrant’s principal accountant for the same time periods., respectively.
Fiscal Years Ended |
| 8/31/2004 |
| 8/31/2005 |
| ||
|
|
|
|
|
| ||
Registrant |
| $ | 5,700 |
| $ | 6,050 |
|
|
|
|
|
|
| ||
Eaton Vance(1) |
| $ | 4,490 |
| $ | 98,305 |
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(1) The investment adviser to the registrant, as well as any of its affiliates that provide ongoing services to the registrant, are subsidiaries of Eaton Vance Corp.
(h) The registrant’s audit committee has considered whether the provision by the registrant’s principal accountant of non-audit services to the registrant’s investment adviser and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant that were not pre-approved pursuant to Rule 2-01(c)(7)(ii) of Regulation S-X is compatible with maintaining the principal accountant’s independence.
Item 5. Audit Committee of Listed registrants
Not 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. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
Not required in this filing.
Item 9. Submission of Matters to a Vote of Security Holders.
Effective February 7, 2005, the Governance Committee of the Board of Trustees revised the procedures by which a Fund’s shareholders may recommend nominees to the registrant’s Board of Trustees to add the following (highlighted):
The Governance Committee shall, when identifying candidates for the position of Independent Trustee, consider any such candidate recommended by a shareholder of a Fund if such recommendation contains (i) sufficient background information concerning the candidate, including evidence the candidate is willing to serve as an Independent Trustee if selected for the position; and (ii) is received in a sufficiently timely manner (and in any event no later than the date specified for receipt of shareholder proposals in any applicable proxy statement with respect to a Fund). Shareholders shall be directed to address any such recommendations in writing to the attention of the Governance Committee, c/o the Secretary of the Fund. The Secretary shall retain copies of any shareholder recommendations which meet the foregoing requirements for a period of not more than 12 months following receipt. The Secretary shall have no obligation to acknowledge receipt of any shareholder recommendations
Item 10. 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 11. 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.
Global Growth Portfolio
By: | /s/ Duncan W. Richardson |
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| Duncan W. Richardson | |
| President | |
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Date: | October 21, 2005 | |
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/ William J. Austin, Jr. |
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| William J. Austin, Jr. | |
| Treasurer | |
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Date: | October 21, 2005 | |
By: | /s/ Duncan W. Richardson |
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| Duncan W. Richardson | |
| President | |
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Date: | October 21, 2005 | |