<Page>
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
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South Asia Portfolio
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(Exact Name of registrant as Specified in Charter)
The Eaton Vance Building, 255 State Street, Boston, Massachusetts 02109
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(Address of Principal Executive Offices)
Alan R. Dynner
The Eaton Vance Building, 255 State Street, Boston, Massachusetts 02109
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(Name and Address of Agent for Services)
(617) 482-8260
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(registrant's Telephone Number)
December 31
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Date of Fiscal Year End
December 31, 2004
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Date of Reporting Period
ITEM 1. REPORTS TO STOCKHOLDERS
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SOUTH ASIA PORTFOLIO as of December 31, 2004
PORTFOLIO OF INVESTMENTS
COMMON STOCKS -- 98.6%
<Table>
<Caption>
SECURITY SHARES VALUE
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INDIA -- 98.6%
APPAREL -- 2.2%
Arvind Mills Ltd.(1) 666,000 $ 2,026,957
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$ 2,026,957
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APPLICATIONS SOFTWARE -- 15.1%
Geodesic Information Systems Ltd.(1) 112,796 $ 2,118,383
Infosys Technologies Ltd. 53,001 2,549,045
KPIT Cummins Infosystems Ltd. 70,805 1,054,908
Patni Computer Systems Ltd. 219,533 1,940,973
Satyam Computer Services 180,000 1,694,612
Scandent Solutions Corp. Ltd.(2) 317,737 920,756
Sify Ltd. ADR(1) 209,158 1,246,582
Wipro Ltd. 153,700 2,642,483
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$ 14,167,742
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AUTO AND PARTS -- 1.2%
Bharat Forge Ltd. 47,345 $ 1,169,031
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$ 1,169,031
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BANKING AND FINANCE -- 3.4%
HDFC Bank Ltd. 265,700 $ 3,179,970
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$ 3,179,970
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CHEMICALS -- 5.6%
Hindustan Inks and Resins Ltd. 113,300 $ 1,660,925
United Phosphorus Ltd. 201,200 3,596,560
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$ 5,257,485
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COMPUTER HARDWARE -- 1.3%
Moser Baer India Ltd. 234,722 $ 1,253,525
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$ 1,253,525
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DIVERSIFIED INDUSTRY -- 5.4%
Aban Loyd Chiles Offshore 111,600 $ 2,888,199
Sintex Industries Ltd. 247,104 2,155,268
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$ 5,043,467
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DRUGS -- 15.8%
Dishman Pharmaceuticals & Chemicals Ltd. 192,524 $ 2,833,163
Divi's Laboratories Ltd. 96,944 3,033,877
Dr. Reddy's Laboratories Ltd. 85,500 1,697,611
Ind-Swift Laboratories Ltd. 268,300 1,615,231
Ind-Swift Laboratories Ltd., Preferential Shares(2)(3) 102,000 420,635
Ranbaxy Laboratories Ltd. 89,100 2,572,406
Sun Pharmaceutical Industries Ltd. 207,687 2,649,001
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$ 14,821,924
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ENERGY -- 15.7%
Bharat Petroleum Corp. Ltd. 286,500 $ 3,034,163
Hindustan Petroleum Corp. Ltd. 366,800 3,390,243
Indian Oil Corporation 154,500 1,823,908
National Thermal Power Corp. Ltd.(1) 1,385,000 2,783,063
Oil and Natural Gas Corp. Ltd. 198,200 3,734,745
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$ 14,766,122
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ENGINEERING -- 11.2%
ABB Ltd. 96,500 $ 2,153,546
Engineers India Ltd. 62,000 472,906
Gammon India Ltd. 159,100 2,809,229
Larsen & Toubro Ltd. 126,670 2,861,512
Siemens India Ltd. 74,736 2,273,027
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$ 10,570,220
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FOODS -- 1.7%
Balrampur Chini Mills Ltd. 131,808 $ 1,624,783
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$ 1,624,783
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HOUSEHOLD PRODUCTS -- 4.3%
Hindustan Lever Ltd. 1,237,000 $ 4,083,494
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$ 4,083,494
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MEDICAL PRODUCTS / BIOTECH -- 1.0%
Transgene Biotek Ltd.(1) 240,000 $ 901,863
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$ 901,863
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PETROCHEMICAL -- 5.9%
Finolex Industries Ltd. 1,746,952 $ 2,753,613
Reliance Industries Ltd. 227,000 2,787,499
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$ 5,541,112
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</Table>
See notes to financial statements
14
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<Table>
<Caption>
SECURITY SHARES VALUE
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POWER CONVERTERS / POWER SUPPLY EQUIPMENT -- 2.6%
Bharat Heavy Electricals Ltd. 137,500 $ 2,441,067
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$ 2,441,067
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TOBACCO -- 3.5%
ITC Ltd. 107,700 $ 3,249,715
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$ 3,249,715
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TRANSPORTATION -- 1.1%
Container Corporation of India Ltd. 50,000 $ 1,054,750
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$ 1,054,750
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UTILITIES -- 1.6%
Reliance Energy Ltd. 128,346 $ 1,548,301
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$ 1,548,301
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TOTAL INDIA
(IDENTIFIED COST $63,847,083) $ 92,701,528
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TOTAL COMMON STOCKS
(IDENTIFIED COST $63,847,083) $ 92,701,528
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TOTAL INVESTMENTS -- 98.6%
(IDENTIFIED COST $63,847,083) $ 92,701,528
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OTHER ASSETS, LESS LIABILITIES -- 1.4% $ 1,304,397
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NET ASSETS -- 100.0% $ 94,005,925
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</Table>
ADR - American Depository Receipt
(1) Non-income producing security.
(2) Security valued at fair value using methods determined in good faith by or
at the direction of the Trustees.
(3) Security restricted from sale until December 2, 2005.
See notes to financial statements
15
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TOP TEN HOLDINGS
<Table>
<Caption>
PERCENTAGE
COMPANY INDUSTRY SECTOR OF NET ASSETS VALUE
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Hindustan Lever Ltd. Household Products 4.3% $ 4,083,494
Oil and Natural Gas Corp. Ltd. Energy 4.0 3,734,745
United Phosphorus Ltd. Chemicals 3.8 3,596,560
Hindustan Petroleum Corp. Ltd. Energy 3.6 3,390,243
ITC Ltd. Tobacco 3.5 3,249,715
HDFC Bank Ltd. Banking and Finance 3.4 3,179,970
Bharat Petroleum Corp. Ltd. Energy 3.2 3,034,163
Divi's Laboratories Ltd. Drugs 3.2 3,033,877
Aban Loyd Chiles Offshore Diversified Industry 3.1 2,888,199
Larsen & Toubro Ltd. Engineering 3.0 2,861,512
</Table>
INDUSTRY CONCENTRATION -- BELOW ARE THE TOP TEN INDUSTRY SECTORS REPRESENTED IN
THE PORTFOLIO OF INVESTMENTS
<Table>
<Caption>
PERCENTAGE
COMPANY OF NET ASSETS VALUE
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Drugs 15.8% $ 14,821,924
Energy 15.7 14,766,122
Applications Software 15.1 14,167,742
Engineering 11.2 10,570,220
Petrochemical 5.9 5,541,112
Chemicals 5.6 5,257,485
Diversified Industry 5.4 5,043,467
Household Products 4.3 4,083,494
Tobacco 3.5 3,249,715
Banking and Finance 3.4 3,179,970
</Table>
See notes to financial statements
16
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SOUTH ASIA PORTFOLIO as of December 31, 2004
FINANCIAL STATEMENTS
STATEMENT OF ASSETS AND LIABILITIES
AS OF DECEMBER 31, 2004
<Table>
ASSETS
Investments, at value (identified cost, $63,847,083) $ 92,701,528
Cash 260,783
Foreign currency, at value (identified cost, $24) 25
Interest and dividends receivable 232,799
Provisional tax refund 45,511
Tax claim receivable (note 6) 815,258
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TOTAL ASSETS $ 94,055,904
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LIABILITIES
Payable to affiliate for Trustees' fees $ 2,032
Accrued expenses 47,947
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TOTAL LIABILITIES $ 49,979
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NET ASSETS APPLICABLE TO INVESTORS' INTEREST IN PORTFOLIO $ 94,005,925
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SOURCES OF NET ASSETS
Net proceeds from capital contributions and withdrawals $ 65,124,235
Net unrealized appreciation (computed on the basis of identified cost) 28,881,690
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TOTAL $ 94,005,925
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</Table>
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED
DECEMBER 31, 2004
<Table>
INVESTMENT INCOME
Dividends (net of foreign taxes, $26,387) $ 1,115,857
Interest 99,988
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TOTAL INVESTMENT INCOME $ 1,215,845
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EXPENSES
Investment adviser fee $ 486,463
Administration fee 162,241
Trustees' fees and expenses 9,852
Custodian fee 260,556
Legal and accounting services 74,648
Miscellaneous 22,230
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TOTAL EXPENSES $ 1,015,990
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NET INVESTMENT INCOME $ 199,855
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REALIZED AND UNREALIZED GAIN (LOSS)
Net realized gain (loss) --
Investment transactions (identified cost basis) $ 1,315,136
Foreign currency transactions (147,816)
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NET REALIZED GAIN $ 1,167,320
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Change in unrealized appreciation (depreciation) --
Investments (identified cost basis) $ 12,428,479
Foreign currency 27,495
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NET CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION) $ 12,455,974
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NET REALIZED AND UNREALIZED GAIN $ 13,623,294
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NET INCREASE IN NET ASSETS FROM OPERATIONS $ 13,823,149
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</Table>
See notes to financial statements
17
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STATEMENTS OF CHANGES IN NET ASSETS
<Table>
<Caption>
YEAR ENDED YEAR ENDED
DECEMBER 31, 2004 DECEMBER 31, 2003
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INCREASE (DECREASE)
IN NET ASSETS
From operations --
Net investment income (loss) $ 199,855 $ (33,612)
Net realized gain from
investment and foreign
currency transactions 1,167,320 1,644,876
Net change in unrealized
appreciation (depreciation)
from investments and
foreign currency 12,455,974 16,740,121
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NET INCREASE IN NET ASSETS FROM OPERATIONS $ 13,823,149 $ 18,351,385
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Capital transactions --
Contributions $ 74,171,613 $ 27,986,610
Withdrawals (44,028,771) (7,465,206)
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NET INCREASE IN NET ASSETS
FROM CAPITAL TRANSACTIONS $ 30,142,842 $ 20,521,404
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NET INCREASE IN NET ASSETS $ 43,965,991 $ 38,872,789
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NET ASSETS
At beginning of year $ 50,039,934 $ 11,167,145
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AT END OF YEAR $ 94,005,925 $ 50,039,934
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</Table>
See notes to financial statements
18
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SUPPLEMENTARY DATA
<Table>
<Caption>
YEAR ENDED DECEMBER 31,
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2004 2003 2002 2001 2000
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RATIOS/SUPPLEMENTAL DATA
Ratios (As a percentage of average daily net assets):
Expenses 1.56% 1.82% 2.77% 2.52% 1.82%
Expenses after custodian fee reduction 1.56% 1.82% 2.77% 2.46% 1.75%
Net investment income (loss) 0.31% (0.18)% (0.77)% (1.02)% (1.04)%
Portfolio Turnover 73% 87% 112% 141% 133%
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Total Return(1) 19.07% 120.47% 1.53% (25.70)% --
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NET ASSETS, END OF YEAR (000'S OMITTED) $ 94,006 $ 50,040 $ 11,167 $ 13,650 $ 23,236
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</Table>
(1) Total return is required to be disclosed for fiscals years beginning after
December 15, 2000.
See notes to financial statements
19
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SOUTH ASIA PORTFOLIO as of December 31, 2004
NOTES TO FINANCIAL STATEMENTS
1 SIGNIFICANT ACCOUNTING POLICIES
South Asia Portfolio (the Portfolio) is registered under the Investment Company
Act of 1940 as a diversified, open-end management investment company. The
Portfolio, which was organized as a trust under the laws of the State of New
York on January 18, 1994, seeks to achieve long-term capital appreciation by
investing primarily in equity securities of companies in India and surrounding
countries of the Indian sub-continent. The Declaration of Trust permits the
Trustees to issue interests in the Portfolio. At December 31, 2004, the Eaton
Vance Greater India 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 traded in the
over-the-counter market, by an independent pricing service. The value of
preferred equity securities that are valued by a pricing service on a bond basis
will be adjusted by an income factor, to be determined by the investment
adviser, to reflect the next anticipated regular dividend. 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. The daily valuation
of 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. The Portfolio may rely
on an independent fair valuation service in adjusting the valuations of foreign
securities. Foreign securities and currencies are valued in U.S. dollars, based
on foreign currency exchange rate quotations supplied by an independent
quotation service. Investments held by the Portfolio for which valuations or
market quotations are 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 FEDERAL TAXES -- The Portfolio is 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
individually responsible for the payment of any taxes on its share of such
income. Since some of the Portfolio's investors are regulated investment
companies that invest all or substantially all of their 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. Withholding taxes on foreign dividends and
capital gains have been provided for in accordance with the Portfolio's
understanding of the applicable countries' tax rules and rates.
In addition to the requirements of the Internal Revenue Code, the Portfolio may
also be subject to capital gains tax in India on gains realized upon disposition
of Indian securities, payable prior to repatriation of sales proceeds. The tax
is computed on net realized gains; any realized losses in excess of gains may be
carried forward to offset future gains. During the year ended December 31, 2004,
the Portfolio made payments of tax subject to such requirement in the amount of
$75,342. In addition, the Portfolio may accrue a deferred tax liability for net
unrealized gains in excess of available carryforwards on Indian securities based
on existing tax rates and anticipated holding periods of the securities. As of
December 31, 2004, non-U.S. taxes provided on unrealized gains were zero. The
Portfolio has recorded a receivable of $45,511 for provisional tax rebate for
the Indian tax year ending March 31, 2005.
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C FINANCIAL FUTURES CONTRACTS -- Upon entering into a financial futures
contract, the Portfolio is required to deposit (initial margin) either cash or
securities in 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 daily
fluctuations in the value of the underlying security, and are recorded for book
purposes as unrealized gains or losses by the Portfolio. 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.
If the Portfolio enters into a closing transaction, the Portfolio will realize,
for book purposes, a gain or loss equal to the difference between the value of
the financial futures contract to sell and financial futures contract to buy.
D 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.
E 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. 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.
F 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 in the
Statement of Operations. For the year ended December 31, 2004, there were no
credit balances used to reduce the Portfolio's custodian fee.
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.
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 having
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.
I OTHER -- Investment transactions are accounted for on the date the securities
are purchased or sold. 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 Lloyd George Investment Management
(Bermuda) Limited (the Adviser) as compensation for management and investment
advisory services rendered to the Portfolio. Under the advisory agreement, the
Adviser receives a monthly fee 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
21
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net assets exceed that level. For the year ended December 31, 2004, the adviser
fee was 0.75% of average daily net assets and amounted to $486,463. In addition,
an administration fee is earned by Eaton Vance Management (EVM) for
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
December 31, 2004, the administration fee was 0.25% of average net assets and
amounted to $162,241. Except as to Trustees of the Portfolio who are not members
of the Adviser's or EVM's organization, officers and Trustees receive
remuneration for their services to the Portfolio out of such investment adviser
and administrative fees. Certain officers and Trustees of the Portfolio are
officers of the above organizations.
3 INVESTMENT TRANSACTIONS
For the year ended December 31, 2004, purchases and sales of investments, other
than short-term obligations, aggregated $76,679,422 and $42,540,291,
respectively.
4 FEDERAL INCOME TAX BASIS OF UNREALIZED APPRECIATION (DEPRECIATION)
The cost and unrealized appreciation (depreciation) in value of the investments
owned at December 31, 2004, as computed on a federal income tax basis, are as
follows:
<Table>
AGGREGATE COST $ 63,847,083
- -------------------------------------------------------
Gross unrealized appreciation $ 28,888,311
Gross unrealized depreciation (33,866)
- -------------------------------------------------------
NET UNREALIZED APPRECIATION $ 28,854,445
- -------------------------------------------------------
</Table>
The appreciation on currency is $27,245.
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 investments. 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.
Settlement of securities transactions in the Indian subcontinent 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.
6 INDIA TAXES
The Portfolio is subject to certain Indian income taxes in connection with
distributions from, and transactions in, Indian securities. The Indian tax
authority has conducted a review of the Portfolio's tax returns filed for the
years ended March 31, 2002 and 2001. In March 2004, the Indian tax authority
assessed the Portfolio additional taxes for the 2000-2001 tax year and
recalculated the refund owed to the Portfolio for the 2001-2002 tax year, a net
assessment of approximately US $815,000. While the outcome of an appeal cannot
be predicted, the Portfolio has appealed the assessment and has been advised by
Indian legal counsel that it has a strong case for appeal with ultimate success.
The appeal process may be lengthy and will involve expense to the Portfolio. The
Indian tax authority has required the Portfolio to pay the assessed amount
pending the appeal. The Portfolio has paid such amount to the tax authority.
Such amount is reflected as a tax claim receivable on the Statement of Assets
and Liabilities.
7 LINE OF CREDIT
The Portfolio participates with other portfolios and funds managed by EVM and
its affiliates in a committed $150 million unsecured line of credit agreement
with a group of banks. The Portfolio may temporarily borrow from the line of
credit to satisfy redemption requests or settle investment transactions.
Interest is charged to each portfolio or fund based on its borrowings at an
amount above the Eurodollar rate or Federal Funds rate. In addition, a fee
computed at an annual rate of 0.10% on the daily unused portion of the line of
credit is allocated among the participating portfolios and funds at the end of
each quarter. The Portfolio did not have any significant borrowings or allocated
fees during the year ended December 31, 2004.
22
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SOUTH ASIA PORTFOLIO as of December 31, 2004
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
TO THE TRUSTEES AND INVESTORS
OF SOUTH ASIA PORTFOLIO
We have audited the accompanying statement of assets and liabilities, including
the portfolio of investments, of South Asia Portfolio (the Portfolio) as of
December 31, 2004, 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 are free of material misstatement. An audit includes 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 Fund'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, 2004, by correspondence with the
custodian. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements and supplementary data referred to
above present fairly, in all material respects, the financial position of South
Asia Portfolio at December 31, 2004, the results of its operations, the changes
in its net assets, and the supplementary data for the respective stated periods,
in conformity with accounting principles generally accepted in the United States
of America.
DELOITTE & TOUCHE LLP
Boston, Massachusetts
February 25, 2005
23
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EATON VANCE GREATER INDIA FUND
MANAGEMENT AND ORGANIZATION
FUND MANAGEMENT. The Trustees of Eaton Vance Special Investment Trust (the
Trust) and South Asia 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 The Eaton Vance Building, 255 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., "LGM" refers to Lloyd George Management (B.V.I.) Limited,
and "Lloyd George" refers to Lloyd George Investment 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.
<Table>
<Caption>
POSITION(S) TERM OF NUMBER OF PORTFOLIOS
WITH THE OFFICE AND IN FUND COMPLEX
NAME AND TRUST AND LENGTH OF PRINCIPAL OCCUPATION(S) OVERSEEN BY
DATE OF BIRTH THE PORTFOLIO SERVICE DURING POST FIVE YEARS TRUSTEE(1) OTHER DIRECTORSHIPS HELD
- ------------------------------------------------------------------------------------------------------------------------------------
INTERESTED TRUSTEE
James B. Hawkes Trustee of the Trustee of Chairman, President and 195 Director of EVC
11/9/41 Trust; Trustee the Trust Chief Executive Officer of
and Vice since 1989; BMR, EVC, EVM and EV;
President of of the Director of EV; Vice
the Portfolio Portfolio President and Director of
since 1994 EVD. Trustee and/or officer
of 195 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 Fund and
the Portfolio.
Hon. Robert Trustee and Since 1994 Chief Executive Officer of 5
Lloyd George President of LGM and Lloyd George.
8/13/52 the Portfolio 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.
NONINTERESTED TRUSTEE(S)
Edward K.Y. Trustee of the Since 1994 President of Lingnan 5 Director of First Pacific
Chen Portfolio University in Hong Kong. Company, Asia Satellite
1/14/45 Telecommunications
Holdings Ltd. and Wharf
Holdings Limited (property
management and
communications)
Samuel L. Trustee Trustee of Jacob H. Schiff Professor of 195 Director of Tiffany & Co.
Hayes, III the Trust Investment Banking Emeritus, (specialty retailer) and
2/23/35 since 1989; Harvard University Graduate Telect, Inc.
of the School of Business (telecommunication
Portfolio Administration. services company)
since 1994
William H. Park Trustee Since 2003 President and Chief 195 None
9/19/47 Executive Officer, Prizm
Capital Management, LLC
(investment management firm)
(since 2002). Executive Vice
President and Chief
Financial Officer, United
Asset Management Corporation
(a holding company owning
institutional investment
management firms)
(1982-2001).
Ronald A. Trustee Since 2003 Professor of Law, Georgetown 195 None
Pearlman University Law Center (since
7/10/40 1999). Tax Partner,
Covington & Burling,
Washington, DC (1991-2000).
</Table>
24
<Page>
<Table>
<Caption>
POSITION(S) TERM OF NUMBER OF PORTFOLIOS
WITH THE OFFICE AND IN FUND COMPLEX
NAME AND TRUST AND LENGTH OF PRINCIPAL OCCUPATION(S) OVERSEEN BY
DATE OF BIRTH THE PORTFOLIO SERVICE DURING POST FIVE YEARS TRUSTEE(1) OTHER DIRECTORSHIPS HELD
- ------------------------------------------------------------------------------------------------------------------------------------
NONINTERESTED TRUSTEE(S) (CONTINUED)
Norton H. Trustee Trustee of President, Chief Executive 195 None
Reamer the Trust Officer and a Director of
9/21/35 since 1989; Asset Management Finance
of the Corp. (a specialty finance
Portfolio company serving the
since 1996 investment management
industry) (since October
2003). President, Unicorn
Corporation (an investment
and financial advisory
services company) (since
September 2000). Formerly,
Chairman and Chief Operating
Officer, 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).
Lynn A. Stout Trustee of the Trustee of Professor of Law, University 195 None
9/14/57 Trust the Trust of California at Los Angeles
since 1998; School of Law (since July
of the 2001). Formerly, Professor
Portfolio of Law, Georgetown
since 2003 University Law Center.
</Table>
PRINCIPAL OFFICERS WHO ARE NOT TRUSTEES
<Table>
<Caption>
POSITION(S) TERM OF
WITH THE OFFICE AND
NAME AND TRUST AND LENGTH OF PRINCIPAL OCCUPATION(S)
DATE OF BIRTH THE PORTFOLIO SERVICE DURING PAST FIVE YEARS
- ------------------------------------------------------------------------------------------------------------------------------------
Thomas E. Faust President of the Trust Since 2002 Executive Vice President of EVM, BMR, EVC and EV; Chief Investment
Jr. Officer of EVM and BMR and Director of EVC. Chief Executive Officer
5/31/58 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 59
registered investment companies managed by EVM or BMR.
William Walter Vice President of the Since 1994 Director, Finance Director and Chief Operating Officer of Lloyd
Raleigh Kerr Portfolio George. Director of LGM. Officer of 4 registered investment companies
8/17/50 managed by EVM or BMR.
Duke E. Laflamme Vice President of the Since 2001 Vice President of EVM and BMR. Officer of 11 registered investment
7/8/69 Trust companies managed by EVM or BMR.
Thomas H. Luster Vice President of the Since 2002 Vice President of EVM and BMR. Officer of 16 registered investment
4/8/62 Trust companies managed by EVM or BMR.
George C. Vice President of the Since 2004 Senior Managing Director of Fox. Officer of 12 registered investment
Pierides Trust companies managed by EVM or BMR.
12/26/57
Zaheer Sitabkhan Vice President of the Since 1999 Director, Lloyd George. Officer of 1 registered investment company
1/17/65 Portfolio managed by EVM or BMR.
William J. Treasurer of the Since 2002(2) Vice President of EVM and BMR. Officer of 53 registered investment
Austin, Jr. Portfolio companies managed by EVM or BMR.
12/27/51
Alan R. Dynner Secretary Since 1997 Vice President, Secretary and Chief Legal Officer of BMR, EVM, EVD,
10/10/40 EV and EVC. Officer of 195 registered investment companies managed by
EVM or BMR.
</Table>
25
<Page>
<Table>
<Caption>
POSITION(S) TERM OF
WITH THE OFFICE AND
NAME AND TRUST AND LENGTH OF PRINCIPAL OCCUPATION(S)
DATE OF BIRTH THE PORTFOLIO SERVICE DURING PAST FIVE YEARS
- ------------------------------------------------------------------------------------------------------------------------------------
James L. Treasurer of the Trust Since 1989 Vice President of BMR, EVM and EVD. Officer of 117 registered
O'Connor investment companies managed by EVM or BMR.
4/1/45
Paul M. O'Neil Chief Compliance Since 2004 Vice President of EVM and BMR. Officer of 195 registered investment
7/11/53 Officer companies managed by EVM or BMR.
</Table>
(1) Includes both master and feeder funds in a master-feeder structure.
(2) Prior to 2002, Mr. Austin served as Assistant Treasurer of the Portfolio
from 1994.
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 by
calling 1-800-225-6265.
26
<Page>
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 December 31, 2003, and December 31, 2004 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.
<Table>
<Caption>
FISCAL YEARS ENDED 12/31/03 12/31/04
- ---------------------------------------------------------------------
Audit Fees $ 19,531 $ 20,086
Audit-Related Fees(1) $ 0 $ 0
Tax Fees(2) $ 4,800 $ 4,900
All Other Fees(3) 0 0
------------------------------
Total $ 24,331 $ 24,986
==============================
</Table>
(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.
(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
<Page>
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 years ended
December 31, 2003 and December 31, 2004; 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 last two
fiscal years of the registrant.
<Table>
<Caption>
FISCAL YEARS ENDED 12/31/03 12/31/04
- ------------------------------------------------------------------------
Registrant $ 4,800 $ 4,900
Eaton Vance (1) $ 479,858 $ 334,713
</Table>
(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.
<Page>
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.
<Page>
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.
SOUTH ASIA PORTFOLIO
By: /s/Hon. Robert Lloyd George
---------------------------
Hon. Robert Lloyd George
President
Date: February 16, 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.
-------------------------
William J. Austin, Jr.
Treasurer
Date: February 16, 2005
-----------------
By: /s/Hon. Robert Lloyd George
---------------------------
Hon. Robert Lloyd George
President
Date: February 16, 2005
-----------------