Table of Contents

 

 

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: 811-01241

 

 

Eaton Vance Growth Trust

(Exact Name of Registrant as Specified in Charter)

 

 

Two International Place, Boston, Massachusetts 02110

(Address of Principal Executive Offices)

 

 

Maureen A. Gemma

Two International Place, Boston, Massachusetts 02110

(Name and Address of Agent for Services)

 

 

(617) 482-8260

(Registrant’s Telephone Number)

November 30

Date of Fiscal Year End

November 30, 2020

Date of Reporting Period

 

 

 


Table of Contents
Item 1.

Reports to Stockholders

 


Table of Contents

LOGO

 

 

Eaton Vance

Focused Global Opportunities Fund

Annual Report

November 30, 2020

 

 

 

 

 

LOGO


Table of Contents

 

 

Commodity Futures Trading Commission Registration. The Commodity Futures Trading Commission (“CFTC”) has adpoted regulations that subject registered investment companies and advisers to regulation by the CFTC if a fund invests more than a prescribed level of its assets in certain CFTC-regulated instruments (including futures, certain options and swap agreements) or markets itself as providing investment exposure to such instruments. The investment adviser has claimed an exclusion from the definition of “commodity pool operator” under the Commodity Exchange Act with respect to its management of the Fund. Accordingly, neither the Fund nor the adviser with respect to the operation of the Fund is subject to CFTC regulation. Because of its management of other strategies, the Fund’s adviser is registered with the CFTC as a commodity pool operator. The adviser is also registered as a commodity trading advisor.

Fund shares are not insured by the FDIC and are not deposits or other obligations of, or guaranteed by, any depository institution. Shares are subject to investment risks, including possible loss of principal invested.

This report must be preceded or accompanied by a current summary prospectus or prospectus. Before investing, investors should consider carefully the investment objective, risks, and charges and expenses of a mutual fund. This and other important information is contained in the summary prospectus and prospectus, which can be obtained from a financial intermediary. Prospective investors should read the prospectus carefully before investing. For further information, please call 1-800-262-1122.


Table of Contents

Annual Report November 30, 2020

Eaton Vance

Focused Global Opportunities Fund

 

Table of Contents

  

Management’s Discussion of Fund Performance

     2  

Performance

     3  

Fund Profile

     4  

Endnotes and Additional Disclosures

     5  

Fund Expenses

     6  

Financial Statements

     7  

Report of Independent Registered Public Accounting Firm

     18  

Federal Tax Information

     19  

Board of Trustees’ Contract Approval

     20  

Management and Organization

     25  

Important Notices

     28  


Table of Contents

Eaton Vance

Focused Global Opportunities Fund

November 30, 2020

 

Management’s Discussion of Fund Performance1

 

 

Economic and Market Conditions

The 12-month period that began December 1, 2019, included some of the best and worst equity performances in over a decade.

The period began with global equities rallying in the final month of 2019, supported by interest rate reductions by dozens of central banks worldwide. In July 2019, the U.S. Federal Reserve (the Fed) had cut rates for the first time in over a decade, followed by two additional rate cuts in September and October.

In January 2020, however, news of the novel coronavirus outbreak in China began to raise investor concerns. As the virus turned into a global pandemic in February and March, it ended the longest-ever U.S. economic expansion and triggered a global economic slowdown. Equity markets along with credit markets plunged in value amid unprecedented volatility.

In response, the Fed announced two emergency rate cuts in March 2020 — lowering the federal funds rate to 0.00%-0.25% — along with other measures designed to shore up the markets. Across the globe, other central banks and governments launched aggressive monetary and fiscal responses to help mitigate the economic effects of what became known as COVID-19. These moves helped calm investment markets and initiated a global equity rally that began in late March and lasted through August. In the second quarter of 2020, U.S. stocks reported their best quarterly returns since 1998 — on the heels of the worst first quarter for American stocks since the 2007-2008 global financial crisis. As with U.S. equities, overseas stock indexes reflected investor optimism as economies started to emerge from COVID-19 lockdowns and factories resumed production.

In September and October, however, the equity rally stalled as the pandemic appeared to increase its drag on the global economy. Across Europe, nations that seemed to have beaten back the coronavirus during the summer initiated new lockdowns to combat a second wave of infections. In the U.S., coronavirus cases were on the rise in virtually every state. Reflecting an increasingly grim economic outlook for fall and winter, most major global stock indexes reported negative returns in September and October.

In the closing month of the period, however, two developments helped stocks reverse course again. Joe Biden’s victory in the U.S. presidential election eased the political uncertainties that had dogged markets through much of the fall. That event, coupled with the announcement that two COVID-19 vaccine candidates had proven more than 90% effective in late-stage trials, led to an outbreak of investor optimism that powered a global stock rally. The MSCI World Index and MSCI EAFE Indexes reported double-digit gains in November, while the blue-chip Dow Jones Industrial Average® turned in its best month since January 1987, and the S&P 500® Index advanced nearly 10.95% for the month.

For the period as a whole, the MSCI World Index, a broad measure of global equities, returned 14.52%; while the S&P 500® Index, a broad measure of U.S. stocks, returned 17.46%; and the technology-laden Nasdaq Composite Index returned 42.06%. The MSCI EAFE Index of developed-market international equities returned 6.37%; while the MSCI Emerging Markets Index returned 18.43% during the period.

Fund Performance

For the 12-month period ended November 30, 2020, Eaton Vance Focused Global Opportunities Fund (the Fund) returned 12.06% for Class I shares at net asset value (NAV), underperforming its benchmark, the MSCI World Index (the Index), which returned 14.52%.

Stock selections in the information technology (IT), industrials, and health care sectors detracted from Fund performance versus the Index during the period. Within IT, not owning computer and cell phone hardware and services firm Apple, Inc. (Apple) — an Index component — detracted from performance relative to the Index. Apple’s stock price rose as sales proved sustainable during the pandemic and as Apple TV and other services delivered increased revenue as consumers spent more time at home.

The Fund’s overweight position relative to the Index in U.K.-based Melrose Industries PLC (Melrose), an investment company that specializes in industrial turnarounds, detracted from returns relative to the Index in the industrials sector during the period. Melrose’s stock price declined due to its exposure to the aerospace and automotive industries, which were negatively impacted by plant closures and a dramatic decline in travel during the pandemic. By period-end, Melrose was sold from the Fund.

In health care, the Fund’s overweight position in Boston Scientific Corp. (Boston Scientific), a medical device manufacturer, also detracted from performance relative to the Index. The company’s stock price declined as elective surgical procedures, which represent the main market for Boston Scientific’s products, were deferred due to the spread of COVID-19.

In contrast, contributors to Fund performance versus the Index included stock selection and an overweight position in the consumer discretionary sector, along with stock selection and an underweight position in the utilities sector. The Fund’s lack of holdings in the real estate sector, one of the worst-performing sectors within the Index during the period, helped relative performance as well. As the pandemic crushed brick-and-mortar business traffic and decreased occupancy in office buildings, real estate stocks suffered as many commercial mortgages fell into arrears during the period.

In the consumer discretionary sector, the Fund’s overweight position in e-commerce giant Amazon.com, Inc. (Amazon) aided relative returns. As the pandemic forced consumers in its U.S. and overseas markets to stay at home, Amazon benefited from an accelerating shift to online purchasing and a significant rise in subscriptions to its Amazon Prime service, which offers fast shipping and streaming online entertainment.

Elsewhere in consumer discretionary, the Fund’s overweight position in home improvement retailer Lowe’s Cos., Inc. (Lowe’s) contributed to Fund performance versus the Index as well. Lowe’s stock benefited from consumers spending more time on home improvement projects in response to pandemic lockdown measures.

In the utilities sector, the Fund’s overweight position in NextEra Energy, Inc. (NextEra) also helped returns versus the Index. NextEra’s stock price rose as it reported steady revenue streams and profit growth from renewable energy production, both wind and solar, and from its subsidiary, Florida Power & Light Co.

 

 

See Endnotes and Additional Disclosures in this report.

Past performance is no guarantee of future results. Returns are historical and are calculated by determining the percentage change in net asset value (NAV) or offering price (as applicable) with all distributions reinvested. Investment return and principal value will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Performance for periods less than or equal to one year is cumulative. Performance is for the stated time period only; due to market volatility, current Fund performance may be lower or higher than the quoted return. For performance as of the most recent month-end, please refer to eatonvance.com.

 

  2  


Table of Contents

Eaton Vance

Focused Global Opportunities Fund

November 30, 2020

 

Performance2,3

 

Portfolio Manager Christopher M. Dyer, CFA, of Eaton Vance Advisers International Ltd.

 

% Average Annual Total Returns    Class
Inception Date
     Performance
Inception Date
     One Year      Five Years      Since
Inception
 

Class I at NAV

     12/17/2015        12/17/2015        12.06             9.72

 

MSCI World Index

                   14.52      10.86      11.48
% Total Annual Operating Expense Ratios4                                    Class I  

Gross

                 3.03

Net

                 0.96  

Growth of $250,000

 

This graph shows the change in value of a hypothetical investment of $250,000 in Class I of the Fund for the period indicated. For comparison, the same investment is shown in the indicated index.

 

LOGO

 

See Endnotes and Additional Disclosures in this report.

Past performance is no guarantee of future results. Returns are historical and are calculated by determining the percentage change in net asset value (NAV) or offering price (as applicable) with all distributions reinvested. Investment return and principal value will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Performance for periods less than or equal to one year is cumulative. Performance is for the stated time period only; due to market volatility, current Fund performance may be lower or higher than the quoted return. For performance as of the most recent month-end, please refer to eatonvance.com.

 

  3  


Table of Contents

Eaton Vance

Focused Global Opportunities Fund

November 30, 2020

 

Fund Profile

 

 

Sector Allocation (% of net assets)5

 

 

LOGO

Geographic Allocation (% of net assets)

 

 

LOGO

Top 10 Holdings (% of net assets)5

 

 

Microsoft Corp.

     5.4

Amazon.com, Inc.

     4.8  

Alphabet, Inc., Class A

     4.7  

Visa, Inc., Class A

     3.2  

Walt Disney Co. (The)

     2.9  

ASML Holding NV

     2.9  

Unilever PLC

     2.8  

Schneider Electric SE

     2.8  

Mondelez International, Inc., Class A

     2.8  

AIA Group, Ltd.

     2.7  

Total

     35.0
 

 

See Endnotes and Additional Disclosures in this report.

 

  4  


Table of Contents

Eaton Vance

Focused Global Opportunities Fund

November 30, 2020

 

Endnotes and Additional Disclosures

 

1 

The views expressed in this report are those of the portfolio manager(s) and are current only through the date stated at the top of this page. These views are subject to change at any time based upon market or other conditions, and Eaton Vance and the Fund(s) disclaim any responsibility to update such views. These views may not be relied upon as investment advice and, because investment decisions are based on many factors, may not be relied upon as an indication of trading intent on behalf of any Eaton Vance fund. This commentary may contain statements that are not historical facts, referred to as “forward looking statements.” The Fund’s actual future results may differ significantly from those stated in any forward looking statement, depending on factors such as changes in securities or financial markets or general economic conditions, the volume of sales and purchases of Fund shares, the continuation of investment advisory, administrative and service contracts, and other risks discussed from time to time in the Fund’s filings with the Securities and Exchange Commission.

 

2 

MSCI World Index is an unmanaged index of equity securities in the developed markets. MSCI indexes are net of foreign withholding taxes. Source: MSCI. MSCI data may not be reproduced or used for any other purpose. MSCI provides no warranties, has not prepared or approved this report, and has no liability hereunder. Unless otherwise stated, index returns do not reflect the effect of any applicable sales charges, commissions, expenses, taxes or leverage, as applicable. It is not possible to invest directly in an index.

 

3 

Class I shares are offered at net asset value (NAV). Total Returns are historical and are calculated by determining the percentage change in NAV with all distributions reinvested. Unless otherwise stated, performance does not reflect the deduction of taxes on Fund distributions or redemptions of Fund shares. Performance since inception for an index, if presented, is the performance since the Fund’s or oldest share class’ inception, as applicable.

 

4 

Source: Fund prospectus. Net expense ratio reflects a contractual expense reimbursement that continues through 3/31/21. Without the reimbursement, performance would have been lower. The expense ratios for the current reporting period can be found in the Financial Highlights section of this report.

 

5 

Excludes cash and cash equivalents.

 

 

Fund profile subject to change due to active management.

Additional Information

MSCI EAFE Index is an unmanaged index of equities in the developed markets, excluding the U.S. and Canada. MSCI Emerging Markets Index is an unmanaged index of emerging markets common stocks. Dow Jones Industrial Average® is a price-weighted average of 30 blue-chip stocks that are generally the leaders in their industry. S&P 500® Index is an unmanaged index of large-cap stocks commonly used as a measure of U.S. stock market performance. S&P Dow Jones Indices are a product of S&P Dow Jones Indices LLC (“S&P DJI”) and have been licensed for use. S&P® and S&P 500® are registered trademarks of S&P DJI; Dow Jones® is a registered trademark of Dow Jones Trademark Holdings LLC (“Dow Jones”); S&P DJI, Dow Jones and their respective affiliates do not sponsor, endorse, sell or promote the Fund, will not have any liability with respect thereto

and do not have any liability for any errors, omissions, or interruptions of the S&P Dow Jones Indices. Nasdaq Composite Index is a market capitalization-weighted index of all domestic and international securities listed on Nasdaq. Source: Nasdaq, Inc. The information is provided by Nasdaq (with its affiliates, are referred to as the “Corporations”) and Nasdaq’s third party licensors on an “as is” basis and the Corporations make no guarantees and bear no liability of any kind with respect to the information or the Fund.

 

 

  5  


Table of Contents

Eaton Vance

Focused Global Opportunities Fund

November 30, 2020

 

Fund Expenses

 

 

Example:  As a Fund shareholder, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchases and redemption fees (if applicable); and (2) ongoing costs, including management fees; distribution and/or service fees; and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of Fund investing and to compare these costs with the ongoing costs of investing in other mutual funds. The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (June 1, 2020 – November 30, 2020).

Actual Expenses:  The first section of the table below provides information about actual account values and actual expenses. You may use the information in this section, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first section under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes:  The second section of the table below provides information about hypothetical account values and hypothetical expenses based on the actual Fund expense ratio and an assumed rate of return of 5% per year (before expenses), which is not the actual Fund return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in your Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads) or redemption fees (if applicable). Therefore, the second section of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would be higher.

 

     Beginning
Account Value
(6/1/20)
     Ending
Account Value
(11/30/20)
     Expenses Paid
During Period*
(6/1/20 – 11/30/20)
     Annualized
Expense
Ratio
 

Actual

          

Class I

  $ 1,000.00      $ 1,176.80      $ 5.17 **       0.95
         

Hypothetical

          

(5% return per year before expenses)

          

Class I

  $ 1,000.00      $ 1,020.30      $ 4.80 **       0.95

 

*

Expenses are equal to the Fund’s annualized expense ratio for the indicated Class, multiplied by the average account value over the period, multiplied by 183/366 (to reflect the one-half year period). The Example assumes that the $1,000 was invested at the net asset value per share determined at the close of business on May 31, 2020.

 

**

Absent an allocation of certain expenses to affiliates, the expenses would be higher.

 

  6  


Table of Contents

Eaton Vance

Focused Global Opportunities Fund

November 30, 2020

 

Portfolio of Investments

 

 

Common Stocks — 99.1%

 

Security   Shares     Value  
Australia — 2.3%  

CSL, Ltd.

    606     $ 132,705  
            $ 132,705  
Belgium — 1.4%  

KBC Group NV(1)

    1,151     $ 80,123  
            $ 80,123  
Denmark — 2.0%  

Novo Nordisk A/S, Class B

    1,752     $ 117,424  
            $ 117,424  
France — 10.8%  

Alstom S.A.(1)

    1,798     $ 96,978  

LVMH Moet Hennessy Louis Vuitton SE

    244       140,153  

Safran S.A.(1)

    636       92,712  

Sanofi

    1,332       134,264  

Schneider Electric SE

    1,149       160,085  
            $ 624,192  
Germany — 2.5%  

adidas AG(1)

    448     $ 142,976  
            $ 142,976  
Hong Kong — 2.7%  

AIA Group, Ltd.

    14,338     $ 157,351  
            $ 157,351  
Japan — 4.7%  

Keyence Corp.

    255     $ 130,015  

ORIX Corp.

    9,800       145,054  
            $ 275,069  
Netherlands — 2.9%  

ASML Holding NV

    383     $ 166,407  
            $ 166,407  
Spain — 2.4%  

Amadeus IT Group S.A.

    2,039     $ 140,211  
            $ 140,211  
Security   Shares     Value  
Sweden — 1.8%  

Assa Abloy AB, Class B

    4,352     $ 104,138  
            $ 104,138  
Switzerland — 1.2%  

Roche Holding AG PC

    218     $ 71,601  
            $ 71,601  
United Kingdom — 9.2%  

DCC PLC

    1,459     $ 109,850  

Diageo PLC

    3,718       143,128  

RELX PLC

    4,957       114,711  

Unilever PLC

    2,696       163,742  
            $ 531,431  
United States — 55.2%  

Alphabet, Inc., Class A(1)

    154     $ 270,178  

Amazon.com, Inc.(1)

    88       278,788  

Boston Scientific Corp.(1)

    4,367       144,766  

Capital One Financial Corp.

    1,452       124,349  

CDW Corp.

    794       103,609  

Citigroup, Inc.

    2,481       136,629  

Eli Lilly & Co.

    676       98,459  

EOG Resources, Inc.

    1,433       67,179  

Ingersoll Rand, Inc.(1)

    2,291       101,423  

Intuitive Surgical, Inc.(1)

    158       114,716  

KeyCorp.

    5,378       83,144  

Lowe’s Cos., Inc.

    610       95,050  

Microsoft Corp.

    1,453       311,044  

Mondelez International, Inc., Class A

    2,777       159,539  

NextEra Energy, Inc.

    1,860       136,877  

Phillips 66

    1,200       72,696  

Stanley Black & Decker, Inc.

    630       116,115  

TJX Cos., Inc. (The)

    2,092       132,863  

Verisk Analytics, Inc.

    427       84,678  

Visa, Inc., Class A

    890       187,211  

Walt Disney Co. (The)

    1,151       170,360  

Wells Fargo & Co.

    3,066       83,855  

Zoetis, Inc.

    817       131,030  
            $ 3,204,558  

Total Common Stocks
(identified cost $4,124,051)

 

  $ 5,748,186  
 

 

  7   See Notes to Financial Statements.


Table of Contents

Eaton Vance

Focused Global Opportunities Fund

November 30, 2020

 

Portfolio of Investments — continued

 

 

Short-Term Investments — 1.4%    
Description   Units     Value  

Eaton Vance Cash Reserves Fund, LLC, 0.10%(2)

    81,961     $ 81,961  

Total Short-Term Investments
(identified cost $81,961)

 

  $ 81,961  

Total Investments — 100.5%
(identified cost $4,206,012)

 

  $ 5,830,147  

Other Assets, Less Liabilities — (0.5)%

 

  $ (29,412

Net Assets — 100.0%

 

  $ 5,800,735  

The percentage shown for each investment category in the Portfolio of Investments is based on net assets.

 

(1) 

Non-income producing security.

 

(2) 

Affiliated investment company, available to Eaton Vance portfolios and funds, which invests in high quality, U.S. dollar denominated money market instruments. The rate shown is the annualized seven-day yield as of November 30, 2020.

 

Sector Classification of Portfolio

 

Sector   Percentage
of Net Assets
    Value  

Information Technology

    17.9   $ 1,038,497  

Industrials

    16.9       980,690  

Health Care

    16.3       944,965  

Financials

    14.0       810,505  

Consumer Discretionary

    13.6       789,830  

Consumer Staples

    8.0       466,409  

Communication Services

    7.6       440,538  

Energy

    2.4       139,875  

Utilities

    2.4       136,877  

Short-Term Investments

    1.4       81,961  

Total Investments

    100.5   $ 5,830,147  

Abbreviations:

 

PC     Participation Certificate
 

 

  8   See Notes to Financial Statements.


Table of Contents

Eaton Vance

Focused Global Opportunities Fund

November 30, 2020

 

Statement of Assets and Liabilities

 

 

Assets    November 30, 2020  

Unaffiliated investments, at value (identified cost, $4,124,051)

   $ 5,748,186  

Affiliated investment, at value (identified cost, $81,961)

     81,961  

Dividends receivable

     10,075  

Dividends receivable from affiliated investment

     3  

Receivable for investments sold

     16,118  

Tax reclaims receivable

     3,269  

Receivable from affiliates

     6,853  

Total assets

   $ 5,866,465  
Liabilities         

Payable for investments purchased

   $ 17,284  

Due to custodian — foreign currency, at value (identified cost, $18)

     18  

Payable to affiliates:

  

Investment adviser and administration fee

     3,709  

Trustees’ fees

     129  

Accrued expenses

     44,590  

Total liabilities

   $ 65,730  

Net Assets

   $ 5,800,735  
Sources of Net Assets         

Paid-in capital

   $ 4,228,502  

Distributable earnings

     1,572,233  

Total

   $ 5,800,735  
Class I Shares         

Net Assets

   $ 5,800,735  

Shares Outstanding

     420,915  

Net Asset Value, Offering Price and Redemption Price Per Share

  

(net assets ÷ shares of beneficial interest outstanding)

   $ 13.78  

 

  9   See Notes to Financial Statements.


Table of Contents

Eaton Vance

Focused Global Opportunities Fund

November 30, 2020

 

Statement of Operations

 

 

Investment Income    Year Ended
November 30, 2020
 

Dividends (net of foreign taxes, $3,502)

   $ 77,800  

Dividends from affiliated investment

     305  

Total investment income

   $ 78,105  
Expenses         

Investment adviser and administration fee

   $ 41,485  

Trustees’ fees and expenses

     776  

Custodian fee

     30,466  

Transfer and dividend disbursing agent fees

     682  

Legal and accounting services

     39,471  

Printing and postage

     6,294  

Registration fees

     22,970  

Miscellaneous

     8,514  

Total expenses

   $ 150,658  

Deduct —

  

Allocation of expenses to affiliates

   $ 101,283  

Total expense reductions

   $ 101,283  

Net expenses

   $ 49,375  

Net investment income

   $ 28,730  
Realized and Unrealized Gain (Loss)         

Net realized gain (loss) —

  

Investment transactions

   $ (6,382

Investment transactions — affiliated investment

     31  

Foreign currency transactions

     (963

Net realized loss

   $ (7,314

Change in unrealized appreciation (depreciation) —

  

Investments

   $ 590,647  

Investments — affiliated investment

     (1

Foreign currency

     312  

Net change in unrealized appreciation (depreciation)

   $ 590,958  

Net realized and unrealized gain

   $ 583,644  

Net increase in net assets from operations

   $ 612,374  

 

  10   See Notes to Financial Statements.


Table of Contents

Eaton Vance

Focused Global Opportunities Fund

November 30, 2020

 

Statements of Changes in Net Assets

 

 

     Year Ended November 30,  
Increase (Decrease) in Net Assets    2020      2019  

From operations —

     

Net investment income

   $ 28,730      $ 43,013  

Net realized gain (loss)

     (7,314      46,579  

Net change in unrealized appreciation (depreciation)

     590,958        684,508  

Net increase in net assets from operations

   $ 612,374      $ 774,100  

Distributions to shareholders —

     

Class I

   $ (52,944    $ (324,846

Total distributions to shareholders

   $ (52,944    $ (324,846

Transactions in shares of beneficial interest —

     

Proceeds from sale of shares

   $ 1,062,270      $ 272,589  

Net asset value of shares issued to shareholders in payment of distributions declared

     52,944        324,846  

Cost of shares redeemed

     (1,059,976      (210,894

Net increase in net assets from Fund share transactions

   $ 55,238      $ 386,541  

Net increase in net assets

   $ 614,668      $ 835,795  
Net Assets                  

At beginning of year

   $ 5,186,067      $ 4,350,272  

At end of year

   $ 5,800,735      $ 5,186,067  

 

  11   See Notes to Financial Statements.


Table of Contents

Eaton Vance

Focused Global Opportunities Fund

November 30, 2020

 

Financial Highlights

 

 

     Class I  
     Year Ended November 30,    

Period Ended

November 30,  2016(1)

 
     2020      2019      2018      2017  
           

Net asset value — Beginning of period

   $ 12.420      $ 11.530      $ 11.830      $ 9.790     $ 10.000  
Income (Loss) From Operations

 

Net investment income(2)

   $ 0.068      $ 0.103      $ 0.142      $ 0.106     $ 0.082  

Net realized and unrealized gain (loss)

     1.419        1.648        (0.015      2.016       (0.292

Total income (loss) from operations

   $ 1.487      $ 1.751      $ 0.127      $ 2.122     $ (0.210
Less Distributions

 

From net investment income

   $ (0.127    $ (0.120    $ (0.120    $ (0.082   $  

From net realized gain

            (0.741      (0.307             

Total distributions

   $ (0.127    $ (0.861    $ (0.427    $ (0.082   $  

Net asset value — End of period

   $ 13.780      $ 12.420      $ 11.530      $ 11.830     $ 9.790  

Total Return(3)(4)

     12.06      17.28      1.06      21.83     (2.10 )%(5)  
Ratios/Supplemental Data

 

Net assets, end of period (000’s omitted)

   $ 5,801      $ 5,186      $ 4,350      $ 4,242     $ 3,459  

Ratios (as a percentage of average daily net assets):

             

Expenses(4)

     0.95      0.96 %(6)       0.95      0.95     0.95 %(7) 

Net investment income

     0.55      0.92      1.20      0.98     0.89 %(7) 

Portfolio Turnover

     54      46      82      74     78 %(5) 

 

(1) 

For the period from the start of business, December 17, 2015, to November 30, 2016.

 

(2) 

Computed using average shares outstanding.

 

(3) 

Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested.

 

(4) 

The investment adviser and administrator and sub-adviser reimbursed certain operating expenses (equal 1.95%, 2.07%, 2.32%, 2.47% and 3.51% of average daily net assets for the years ended November 30, 2020, 2019, 2018 and 2017 and the period from the start of business, December 17, 2015, to November 30, 2016, respectively). Absent this reimbursement, total return would be lower.

 

(5) 

Not annualized.

 

(6) 

Includes interest expense of 0.01%.

 

(7) 

Annualized.

 

  12   See Notes to Financial Statements.


Table of Contents

Eaton Vance

Focused Global Opportunities Fund

November 30, 2020

 

Notes to Financial Statements

 

 

1  Significant Accounting Policies

Eaton Vance Focused Global Opportunities Fund (the Fund) is a diversified series of Eaton Vance Growth Trust (the Trust). The Trust is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company. The Fund’s investment objective is to seek long-term capital appreciation. The Fund offers Class I shares, which are sold at net asset value and are not subject to a sales charge.

The following is a summary of significant accounting policies of the Fund. The policies are in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP). The Fund is an investment company and follows accounting and reporting guidance in the Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 946.

A  Investment Valuation — The following methodologies are used to determine the market value or fair value of investments.

Equity Securities. Equity securities listed on a U.S. securities exchange generally are valued at the last sale or closing price on the day of valuation or, if no sales took place on such date, at the mean between the closing bid and ask prices on the exchange where such securities are principally traded. Equity securities listed on the NASDAQ Global or Global Select Market generally are valued at the NASDAQ official closing price. Unlisted or listed securities for which closing sales prices or closing quotations are not available are valued at the mean between the latest available bid and ask prices.

Foreign Securities and Currencies. Foreign securities and currencies are valued in U.S. dollars, based on foreign currency exchange rate quotations supplied by a third party pricing service. The pricing service uses a proprietary model to determine the exchange rate. Inputs to the model include reported trades and implied bid/ask spreads. The daily valuation of exchange-traded foreign securities generally is determined as of the close of trading on the principal exchange on which such securities trade. Events occurring after the close of trading on foreign exchanges may result in adjustments to the valuation of foreign securities to more accurately reflect their fair value as of the close of regular trading on the New York Stock Exchange. When valuing foreign equity securities that meet certain criteria, the Fund’s Trustees have approved the use of a fair value service that values such securities to reflect market trading that occurs after the close of the applicable foreign markets of comparable securities or other instruments that have a strong correlation to the fair-valued securities.

Affiliated Fund. The Fund may invest in Eaton Vance Cash Reserves Fund, LLC (Cash Reserves Fund), an affiliated investment company managed by Eaton Vance Management (EVM). While Cash Reserves Fund is not a registered money market mutual fund, it conducts all of its investment activities in accordance with the requirements of Rule 2a-7 under the 1940 Act. Investments in Cash Reserves Fund are valued at the closing net asset value per unit on the valuation day. Cash Reserves Fund generally values its investment securities based on available market quotations provided by a third party pricing service.

Fair Valuation. Investments for which valuations or market quotations are not readily available or are deemed unreliable are valued at fair value using methods determined in good faith by or at the direction of the Trustees of the Fund in a manner that most fairly reflects the security’s “fair value”, which is the amount that the Fund might reasonably expect to receive for the security upon its current sale in the ordinary course. Each such determination is based on a consideration of relevant factors, which are likely to vary from one pricing context to another. These factors may include, but are not limited to, the type of security, the existence of any contractual restrictions on the security’s disposition, the price and extent of public trading in similar securities of the issuer or of comparable companies or entities, quotations or relevant information obtained from broker/dealers or other market participants, information obtained from the issuer, analysts, and/or the appropriate stock exchange (for exchange-traded securities), an analysis of the company’s or entity’s financial statements, and an evaluation of the forces that influence the issuer and the market(s) in which the security is purchased and sold.

B  Investment Transactions — Investment transactions for financial statement purposes are accounted for on a trade date basis. Realized gains and losses on investments sold are determined on the basis of identified cost.

C  Income — Dividend income is recorded on the ex-dividend date for dividends received in cash and/or securities. However, if the ex-dividend date has passed, certain dividends from foreign securities are recorded as the Fund is informed of the ex-dividend date. Withholding taxes on foreign dividends and capital gains have been provided for in accordance with the Fund’s understanding of the applicable countries’ tax rules and rates. Distributions from investment companies are recorded as dividend income, capital gains or return of capital based on the nature of the distribution.

D  Federal Taxes — The Fund’s policy is to comply with the provisions of the Internal Revenue Code applicable to regulated investment companies and to distribute to shareholders each year substantially all of its net investment income, and all or substantially all of its net realized capital gains. Accordingly, no provision for federal income or excise tax is necessary.

As of November 30, 2020, the Fund had no uncertain tax positions that would require financial statement recognition, de-recognition, or disclosure. The Fund files a U.S. federal income tax return annually after its fiscal year-end, which is subject to examination by the Internal Revenue Service for a period of three years from the date of filing.

E  Expenses — The majority of expenses of the Trust are directly identifiable to an individual fund. Expenses which are not readily identifiable to a specific fund are allocated taking into consideration, among other things, the nature and type of expense and the relative size of the funds.

F  Foreign Currency Translation — Investment valuations, other assets, and liabilities initially expressed in foreign currencies are translated each business day into U.S. dollars based upon current exchange rates. Purchases and sales of foreign investment securities and income and expenses denominated in

 

  13  


Table of Contents

Eaton Vance

Focused Global Opportunities Fund

November 30, 2020

 

Notes to Financial Statements — continued

 

 

foreign currencies are translated into U.S. dollars based upon currency exchange rates in effect on the respective dates of such transactions. Recognized gains or losses on investment transactions attributable to changes in foreign currency exchange rates are recorded for financial statement purposes as net realized gains and losses on investments. That portion of unrealized gains and losses on investments that results from fluctuations in foreign currency exchange rates is not separately disclosed.

G  Use of Estimates — The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expense during the reporting period. Actual results could differ from those estimates.

H  Indemnifications — Under the Trust’s organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the Fund. Under Massachusetts law, if certain conditions prevail, shareholders of a Massachusetts business trust (such as the Trust) could be deemed to have personal liability for the obligations of the Trust. However, the Trust’s Declaration of Trust contains an express disclaimer of liability on the part of Fund shareholders and the By-laws provide that the Trust shall assume, upon request by the shareholder, the defense on behalf of any Fund shareholders. Moreover, the By-laws also provide for indemnification out of Fund property of any shareholder held personally liable solely by reason of being or having been a shareholder for all loss or expense arising from such liability. Additionally, in the normal course of business, the Fund enters into agreements with service providers that may contain indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred.

2  Distributions to Shareholders and Income Tax Information

It is the present policy of the Fund to make at least one distribution annually (normally in December) of all or substantially all of its net investment income and to distribute annually all or substantially all of its net realized capital gains. Distributions to shareholders are recorded on the ex-dividend date. Shareholders may reinvest income and capital gain distributions in additional shares of the Fund at the net asset value as of the ex-dividend date or, at the election of the shareholder, receive distributions in cash. Distributions to shareholders are determined in accordance with income tax regulations, which may differ from U.S. GAAP. As required by U.S. GAAP, only distributions in excess of tax basis earnings and profits are reported in the financial statements as a return of capital. Permanent differences between book and tax accounting relating to distributions are reclassified to paid-in capital. For tax purposes, distributions from short-term capital gains are considered to be from ordinary income.

The tax character of distributions declared for the years ended November 30, 2020 and November 30, 2019 was as follows:

 

     Year Ended November 30,  
      2020      2019  

Ordinary income

   $ 52,944      $ 104,407  

Long-term capital gains

   $      $ 220,439  

As of November 30, 2020, the components of distributable earnings (accumulated loss) on a tax basis were as follows:

 

   

Undistributed ordinary income

   $ 21,479  

Deferred capital losses

   $ (6,679

Net unrealized appreciation

   $ 1,557,433  

At November 30, 2020, the Fund, for federal income tax purposes, had deferred capital losses of $6,679 which would reduce its taxable income arising from future net realized gains on investment transactions, if any, to the extent permitted by the Internal Revenue Code, and thus would reduce the amount of distributions to shareholders, which would otherwise be necessary to relieve the Fund of any liability for federal income or excise tax. The deferred capital losses are treated as arising on the first day of the Fund’s next taxable year and retain the same short-term or long-term character as when originally deferred. Of the deferred capital losses at November 30, 2020, $6,679 are short-term.

 

  14  


Table of Contents

Eaton Vance

Focused Global Opportunities Fund

November 30, 2020

 

Notes to Financial Statements — continued

 

 

The cost and unrealized appreciation (depreciation) of investments of the Fund at November 30, 2020, as determined on a federal income tax basis, were as follows:

 

Aggregate cost

   $ 4,272,893  

Gross unrealized appreciation

   $ 1,663,374  

Gross unrealized depreciation

     (106,120

Net unrealized appreciation

   $ 1,557,254  

3  Investment Adviser and Administration Fee and Other Transactions with Affiliates

The investment adviser and administration fee is earned by EVM, a wholly-owned subsidiary of Eaton Vance Corp., as compensation for investment advisory and administrative services rendered to the Fund. The fee is computed at an annual rate of 0.80% of the Fund’s average daily net assets up to $500 million and is payable monthly. On net assets of $500 million and over, the annual fee is reduced. For the year ended November 30, 2020, the investment adviser and administration fee amounted to $41,485 or 0.80% of the Fund’s average daily net assets. Pursuant to a sub-advisory agreement, EVM pays Eaton Vance Advisers International Ltd. (EVAIL), an indirect, wholly-owned subsidiary of Eaton Vance Corp., a portion of its investment adviser and administration fee for sub-advisory services provided to the Fund. The Fund invests its cash in Cash Reserves Fund. EVM does not currently receive a fee for advisory services provided to Cash Reserves Fund.

EVM and EVAIL have agreed to reimburse the Fund’s expenses to the extent that total annual operating expenses (relating to ordinary operating expenses only and excluding such expenses as borrowing costs, taxes or litigation expenses) exceed 0.95% of the Fund’s average daily net assets for Class I. This agreement may be changed or terminated after March 31, 2021. Pursuant to this agreement, EVM and EVAIL were allocated $101,283 in total of the Fund’s operating expenses for the year ended November 30, 2020.

EVM provides sub-transfer agency and related services to the Fund pursuant to a Sub-Transfer Agency Support Services Agreement. For the year ended November 30, 2020, EVM earned $222 from the Fund pursuant to such agreement, which is included in transfer and dividend disbursing agent fees on the Statement of Operations.

Trustees and officers of the Fund who are members of EVM’s organization receive remuneration for their services to the Fund out of the investment adviser and administration fee. Trustees of the Fund who are not affiliated with EVM 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 November 30, 2020, no significant amounts have been deferred. Certain officers and Trustees of the Fund are officers of EVM.

4  Purchases and Sales of Investments

Purchases and sales of investments, other than short-term obligations, aggregated $2,760,307 and $2,784,465, respectively, for the year ended November 30, 2020.

5  Shares of Beneficial Interest

The Fund’s Declaration of Trust permits the Trustees to issue an unlimited number of full and fractional shares of beneficial interest (without par value). Transactions in Fund shares were as follows:

 

     Year Ended November 30,  
Class I    2020      2019  

Sales

     91,950        25,373  

Issued to shareholders electing to receive payments of distributions in Fund shares

     4,162        33,524  

Redemptions

     (92,857      (18,680

Net increase

     3,255        40,217  

At November 30, 2020, EVM owned 95.6% of the outstanding shares of the Fund.

 

  15  


Table of Contents

Eaton Vance

Focused Global Opportunities Fund

November 30, 2020

 

Notes to Financial Statements — continued

 

 

6  Line of Credit

The Fund participates with other portfolios and funds managed by EVM and its affiliates in an $800 million unsecured line of credit agreement with a group of banks, which is in effect through October 26, 2021. Borrowings are made by the Fund solely for temporary purposes related to redemptions and other short-term cash needs. Interest is charged to the 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 0.15% on the daily unused portion of the line of credit is allocated among the participating portfolios and funds at the end of each quarter. In connection with the renewal of the agreement in October 2020, an upfront fee and arrangement fee totaling $950,000 was incurred that was allocated to the participating portfolios and funds. Because the line of credit is not available exclusively to the Fund, it may be unable to borrow some or all of its requested amounts at any particular time. The Fund did not have any significant borrowings or allocated fees during the year ended November 30, 2020.

7  Investments in Affiliated Funds

At November 30, 2020, the value of the Fund’s investment in affiliated funds was $81,961, which represents 1.4% of the Fund’s net assets. Transactions in affiliated funds by the Fund for the year ended November 30, 2020 were as follows:

 

Name of affiliated fund   Value,
beginning
of period
    Purchases     Sales
proceeds
    Net
realized
gain (loss)
    Change in
unrealized
appreciation
(depreciation)
    Value, end
of period
    Dividend
income
    Units, end
of period
 

Short-Term Investments

               

Eaton Vance Cash Reserves Fund, LLC

  $ 101,531     $ 2,167,184     $ (2,186,784   $ 31     $ (1   $ 81,961     $ 305       81,961  

8  Fair Value Measurements

Under generally accepted accounting principles for fair value measurements, a three-tier hierarchy to prioritize the assumptions, referred to as inputs, is used in valuation techniques to measure fair value. The three-tier hierarchy of inputs is summarized in the three broad levels listed below.

 

 

Level 1 – quoted prices in active markets for identical investments

 

 

Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

 

 

Level 3 – significant unobservable inputs (including a fund’s own assumptions in determining the fair value of investments)

In cases where the inputs used to measure fair value fall in different levels of the fair value hierarchy, the level disclosed is determined based on the lowest level input that is significant to the fair value measurement in its entirety. The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

At November 30, 2020, the hierarchy of inputs used in valuing the Fund’s investments, which are carried at value, were as follows:

 

Asset Description    Level 1      Level 2      Level 3      Total  

Common Stocks

           

Asia/Pacific

   $      $ 565,125      $         —      $ 565,125  

Developed Europe

            1,978,503               1,978,503  

North America

     3,204,558                      3,204,558  

Total Common Stocks

   $ 3,204,558      $ 2,543,628    $      $ 5,748,186  

Short-Term Investments

   $      $ 81,961      $      $ 81,961  

Total Investments

   $ 3,204,558      $ 2,625,589      $      $ 5,830,147  

 

*

Includes foreign equity securities whose values were adjusted to reflect market trading of comparable securities or other correlated instruments that occurred after the close of trading in their applicable foreign markets.

 

  16  


Table of Contents

Eaton Vance

Focused Global Opportunities Fund

November 30, 2020

 

Notes to Financial Statements — continued

 

 

9   Risks and Uncertainties

Risks Associated with Foreign Investments

Investing in securities issued by companies whose principal business activities are outside the United States may involve significant risks not present in domestic investments. For example, there is generally less publicly available information about foreign companies, particularly those not subject to the disclosure and reporting requirements of the U.S. securities laws. Certain foreign issuers are generally not bound by uniform accounting, auditing, and financial reporting requirements and standards of practice comparable to those applicable to domestic issuers. Investments in foreign securities also involve the risk of possible adverse changes in investment or exchange control regulations, expropriation or confiscatory taxation, limitation on the removal of funds or other assets of the Fund, political or financial instability or diplomatic and other developments which could affect such investments. Foreign securities markets, while growing in volume and sophistication, are generally not as developed as those in the United States, and securities of some foreign issuers (particularly those located in developing countries) may be less liquid and more volatile than securities of comparable U.S. companies. In general, there is less overall governmental supervision and regulation of foreign securities markets, broker/dealers and issuers than in the United States.

Pandemic Risk

An outbreak of respiratory disease caused by a novel coronavirus was first detected in China in December 2019 and subsequently spread internationally. This coronavirus has resulted in closing borders, enhanced health screenings, changes to healthcare service preparation and delivery, quarantines, cancellations, disruptions to supply chains and customer activity, as well as general concern and uncertainty. Health crises caused by outbreaks, such as the coronavirus outbreak, may exacerbate other pre-existing political, social and economic risks and disrupt normal market conditions and operations. The impact of this outbreak has negatively affected the worldwide economy, the economies of individual countries, individual companies, and the market in general, and may continue to do so in significant and unforeseen ways, as may other epidemics and pandemics that may arise in the future. Any such impact could adversely affect the Fund’s performance, or the performance of the securities in which the Fund invests.

10  Additional Information

On October 8, 2020, Morgan Stanley and Eaton Vance Corp. (“Eaton Vance”) announced that they had entered into a definitive agreement under which Morgan Stanley would acquire Eaton Vance. Under the Investment Company Act of 1940, as amended, consummation of this transaction may be deemed to result in the automatic termination of an Eaton Vance Fund’s investment advisory agreement, and, where applicable, any related sub-advisory agreement. On November 24, 2020, the Fund’s Board approved a new investment advisory and administrative agreement and a new sub-advisory agreement. The new investment advisory and administrative agreement and new sub-advisory agreement will be presented to Fund shareholders for approval, and, if approved, would take effect upon consummation of the transaction. Shareholders of record of the Fund at the close of business on December 11, 2020 who have voting power with respect to such shares are entitled to be present and vote at a joint special meeting of shareholders to be held on February 18, 2021 and at any adjournments or postponements thereof.

 

  17  


Table of Contents

Eaton Vance

Focused Global Opportunities Fund

November 30, 2020

 

Report of Independent Registered Public Accounting Firm

 

 

To the Trustees of Eaton Vance Growth Trust and Shareholders of Eaton Vance Focused Global Opportunities Fund:

Opinion on the Financial Statements and Financial Highlights

We have audited the accompanying statement of assets and liabilities of Eaton Vance Focused Global Opportunities Fund (the “Fund”) (one of the funds constituting Eaton Vance Growth Trust), including the portfolio of investments, as of November 30, 2020, the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the four years in the period then ended and the period from the start of business, December 17, 2015, to November 30, 2016, and the related notes. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Fund as of November 30, 2020, and the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the four years in the period then ended and the period from the start of business, December 17, 2015, to November 30, 2016, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. Our procedures included confirmation of securities owned as of November 30, 2020, by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

/s/ Deloitte & Touche LLP

Boston, Massachusetts

January 21, 2021

We have served as the auditor of one or more Eaton Vance investment companies since 1959.

 

  18  


Table of Contents

Eaton Vance

Focused Global Opportunities Fund

November 30, 2020

 

Federal Tax Information (Unaudited)

 

 

The Form 1099-DIV you receive in February 2021 will show the tax status of all distributions paid to your account in calendar year 2020. Shareholders are advised to consult their own tax adviser with respect to the tax consequences of their investment in the Fund. As required by the Internal Revenue Code and/or regulations, shareholders must be notified regarding the status of qualified dividend income for individuals and the dividends received deduction for corporations.

Qualified Dividend Income.  For the fiscal year ended November 30, 2020, the Fund designates approximately $71,238, or up to the maximum amount of such dividends allowable pursuant to the Internal Revenue Code, as qualified dividend income eligible for the reduced tax rate of 15%.

Dividends Received Deduction.  Corporate shareholders are generally entitled to take the dividends received deduction on the portion of the Fund’s dividend distribution that qualifies under tax law. For the Fund’s fiscal 2020 ordinary income dividends, 78.95% qualifies for the corporate dividends received deduction.

 

  19  


Table of Contents

Eaton Vance

Focused Global Opportunities Fund

November 30, 2020

 

Board of Trustees’ Contract Approval

 

 

Overview of the Contract Review Process

Even though the following description of the Board’s consideration of investment advisory and, as applicable, sub-advisory agreements covers multiple funds, for purposes of this shareholder report, the description is only relevant as to Eaton Vance Focused Global Opportunities Fund.

 

Fund    Investment Adviser    Investment Sub-Adviser

Eaton Vance Focused Global Opportunities Fund

   Eaton Vance Management    Eaton Vance Advisers International Ltd.

At a meeting held on November 24, 2020 (the “November Meeting”), the Board of each Eaton Vance open-end Fund (each, a “Fund” and, collectively, the “Funds”), including a majority of the Board members (the “Independent Trustees”) who are not “interested persons” (as defined in the Investment Company Act of 1940 (the “1940 Act”)) of the Funds, Eaton Vance Management (“EVM”) or Boston Management and Research (“BMR” and, together with EVM, the “Advisers”), voted to approve a new investment advisory agreement between each Fund and either EVM or BMR (the “New Investment Advisory Agreements”) and, for certain Funds, a new investment sub-advisory agreement between an Adviser and the applicable Sub-Adviser (the “New Investment Sub-Advisory Agreements”1 and, together with the New Investment Advisory Agreements, the “New Agreements”), each of which is intended to go into effect upon the completion of the Transaction (as defined below), as more fully described below. In voting its approval of the New Agreements at the November Meeting, the Board relied on an order issued by the Securities and Exchange Commission in response to the impacts of the COVID-19 pandemic that provided temporary relief from the in-person meeting requirements under Section 15 of the 1940 Act.

In voting its approval of the New Agreements, the Board of each Fund relied upon the recommendation of its Contract Review Committee, which is a committee comprised exclusively of Independent Trustees. Prior to and during meetings leading up to the November Meeting, the Contract Review Committee reviewed and discussed information furnished by the Advisers, the Sub-Advisers, and Morgan Stanley, as requested by the Independent Trustees, that the Contract Review Committee considered reasonably necessary to evaluate the terms of the New Agreements and to form its recommendation. Such information included, among other things, the terms and anticipated impacts of Morgan Stanley’s pending acquisition of Eaton Vance Corp. (the “Transaction”) on the Funds and their shareholders. In addition to considering information furnished specifically to evaluate the impact of the Transaction on the Funds and their respective shareholders, the Board and its Contract Review Committee also considered information furnished for prior meetings of the Board and its committees, including information provided in connection with the annual contract review process for the Funds, which most recently culminated in April 2020 (the “2020 Annual Approval Process”).

The Board of each Fund, including the Independent Trustees, concluded that the applicable New Investment Advisory Agreement and, as applicable, New Investment Sub-Advisory Agreement, including the fees payable thereunder, was fair and reasonable, and it voted to approve the New Investment Advisory Agreement and, as applicable, New Investment Sub-Advisory Agreement and to recommend that shareholders do so as well.

Shortly after the announcement of the Transaction, the Board, including all of the Independent Trustees, met with senior representatives from the Advisers and Morgan Stanley at its meeting held on October 13, 2020 to discuss certain aspects of the Transaction and the expected impacts of the Transaction on the Funds and their shareholders. As part of the Board’s evaluation process, counsel to the Independent Trustees, on behalf of the Contract Review Committee, requested additional information to assist the Independent Trustees in their evaluation of the New Agreements and the implications of the Transaction, as well as other contractual arrangements that may be affected by the Transaction. The Contract Review Committee considered information furnished by the Advisers and Morgan Stanley, their respective affiliates, and, as applicable, the Sub-Advisers during meetings on November 5, 2020, November 10, 2020, November 13, 2020, November 17, 2020 and November 24, 2020.

During its meetings on November 10, 2020 and November 17, 2020, the Contract Review Committee further discussed the approval of the New Agreements with senior representatives of the Advisers, the Affiliated Sub-Advisers, and Morgan Stanley. The representatives from the Advisers, the Affiliated Sub-Advisers, and Morgan Stanley each made presentations to, and responded to questions from, the Independent Trustees. The Contract Review Committee considered the Advisers’, the Affiliated Sub-Advisers’ and Morgan Stanley’s responses related to the Transaction and specifically to the Funds, as well as information received in connection with the 2020 Annual Approval Process, with respect to its evaluation of the New Agreements. Among other information, the Board considered:

Information about the Transaction and its Terms

 

   

Information about the material terms and conditions, and expected impacts, of the Transaction that relate to the Funds, including the expected impacts on the businesses conducted by the Advisers, the Affiliated Sub-Advisers and Eaton Vance Distributors, Inc., as the distributor of Fund shares;

 

 

1 

With respect to certain of the Funds, the applicable Adviser is currently a party to a sub-advisory agreement (collectively, the “Current Sub-Advisory Agreements”) with Atlanta Capital Management Company, LLC (“Atlanta Capital”), BMO Global Asset Management (Asia) Limited, Eaton Vance Advisers International Ltd. (“EVAIL”), Goldman Sachs Asset Management, L.P., Hexavest Inc. (“Hexavest”), Parametric Portfolio Associates LLC (“Parametric”) or Richard Bernstein Advisors LLC (collectively, the “Sub-Advisers” and, with respect to Atlanta Capital, EVAIL, Hexavest and Parametric, each an affiliate of the Advisers, the “Affiliated Sub-Advisers”). Accordingly, references to the “Sub-Advisers,” the “Affiliated Sub-Advisers” or the “New Sub-Advisory Agreements” are not applicable to all Funds.

 

  20  


Table of Contents

Eaton Vance

Focused Global Opportunities Fund

November 30, 2020

 

Board of Trustees’ Contract Approval — continued

 

 

   

Information about the advantages of the Transaction as they relate to the Funds and their shareholders;

 

   

A commitment that the Funds would not bear any expenses, directly or indirectly, in connection with the Transaction;

 

   

A commitment that, for a period of three years after the Closing, at least 75% of each Fund’s Board members must not be “interested persons” (as defined in the 1940 Act) of the investment adviser (or predecessor investment adviser, if applicable) pursuant to Section 15(f)(1)(A) of the 1940 Act;

 

   

A commitment that Morgan Stanley would use its reasonable best efforts to ensure that it did not impose any “unfair burden” (as that term is used in section 15(f)(1)(B) of the 1940 Act) on the Funds as a result of the Transaction;

 

   

Information with respect to personnel and/or other resources of the Advisers and their affiliates, including the Affiliated Sub-Advisers, as a result of the Transaction, as well as any expected changes to compensation, including any retention-based compensation intended to incentivize key personnel at the Advisers and their affiliates, including the Affiliated Sub-Advisers;

 

   

Information regarding any changes that are expected with respect to the Funds’ slate of officers as a result of the Transaction;

Information about Morgan Stanley

 

   

Information about Morgan Stanley’s overall business, including information about the advisory, brokerage and related businesses that Morgan Stanley operates;

 

   

Information about Morgan Stanley’s financial condition, including its access to capital and other resources required to support the investment advisory businesses related to the Funds;

 

   

Information on how the Funds are expected to fit within Morgan Stanley’s overall business strategy, and any changes that Morgan Stanley contemplates implementing to the Funds in the short- or long-term following the closing of the Transaction (the “Closing”);

 

   

Information regarding risk management functions at Morgan Stanley and its affiliates, including how existing risk management protocols and procedures may impact the Funds and/or the businesses of the Advisers and their affiliates, including the Affiliated Sub-Advisers, as they relate to the Funds;

 

   

Information on the anticipated benefits of the Transaction to the Funds with respect to potential additional distribution capabilities and the ability to access new markets and customer segments through Morgan Stanley’s distribution network, including, in particular, its institutional client base;

 

   

Information regarding the financial condition and reputation of Morgan Stanley, its worldwide presence, experience as a fund sponsor and manager, commitment to maintain a high level of cooperation with, and support to, the Funds, strong client service capabilities, and relationships in the asset management industry;

Information about the New Agreements for Funds

 

   

A representation that, after the Closing, all of the Funds will continue to be advised by their current Adviser and Sub-Adviser, as applicable;

 

   

Information regarding the terms of the New Agreements, including certain changes as compared to the current investment advisory agreement between each Fund and its Adviser (collectively, the “Current Advisory Agreements”) and, as applicable, the current investment sub-advisory agreement between a Fund and a Sub-Adviser (together with the Current Advisory Agreements, the “Current Agreements”);

 

   

Information confirming that the fee rates payable under the New Agreements are not changed as compared to the Current Agreements;

 

   

A representation that the New Agreements will not cause any diminution in the nature, extent and quality of services provided by the Advisers and the Sub-Advisers to the Funds and their respective shareholders, including with respect to compliance and other non-advisory services;

Information about Fund Performance, Fees and Expenses

 

   

A report from an independent data provider comparing the investment performance of each Fund (including, as relevant, total return data, income data, Sharpe ratios and information ratios) to the investment performance of comparable funds and, as applicable, benchmark indices, over various time periods as of the 2020 Annual Approval Process, as well as performance information as of a more recent date;

 

   

A report from an independent data provider comparing each Fund’s total expense ratio (and its components) to those of comparable funds as of the 2020 Annual Approval Process, as well as fee and expense information as of a more recent date;

 

   

In certain instances, data regarding investment performance relative to customized groups of peer funds and blended indices identified by the Advisers in consultation with the Portfolio Management Committee of the Board as of the 2020 Annual Approval Process, as well as corresponding performance information as of a more recent date;

 

   

Comparative information concerning the fees charged and services provided by the Adviser and the Sub-Adviser to each Fund in managing other accounts (which may include other mutual funds, collective investment funds and institutional accounts) using investment strategies and techniques similar to those used in managing such Fund(s), if any;

 

   

Profitability analyses of the Advisers and the Affiliated Sub-Advisers, as applicable, with respect to each of the Funds as of the 2020 Annual Approval Process, as well as information regarding the impact of the Transaction on profitability;

Information about Portfolio Management and Trading

 

   

Descriptions of the investment management services currently provided and expected to be provided to each Fund after the Transaction, as well as each of the Funds’ investment strategies and policies;

 

   

The procedures and processes used to determine the fair value of Fund assets, when necessary, and actions taken to monitor and test the effectiveness of such procedures and processes;

 

  21  


Table of Contents

Eaton Vance

Focused Global Opportunities Fund

November 30, 2020

 

Board of Trustees’ Contract Approval — continued

 

 

   

Information about any changes to the policies and practices of the Advisers and, as applicable, each Fund’s Sub-Adviser with respect to trading, including their processes for seeking best execution of portfolio transactions;

 

   

Information regarding the impact on trading and access to capital markets associated with the Funds’ affiliations with Morgan Stanley and its affiliates, including potential restrictions with respect to the Funds’ ability to execute portfolio transactions with Morgan Stanley and its affiliates;

Information about the Advisers and the Sub-Advisers

 

   

Information about the financial results and condition of the Advisers and the Affiliated Sub-Advisers since the culmination of the 2020 Annual Approval Process and any material changes in financial condition that are reasonably expected to occur before and after the Closing;

 

   

Information regarding contemplated changes to the individual investment professionals whose responsibilities include portfolio management and investment research for the Funds, and, for portfolio managers and certain other investment professionals, information relating to their responsibilities with respect to managing other mutual funds and investment accounts, as applicable, post-Closing;

 

   

The Code of Ethics of the Advisers and their affiliates, including the Affiliated Sub-Advisers, together with information relating to compliance with, and the administration of, such codes;

 

   

Policies and procedures relating to proxy voting and the handling of corporate actions and class actions;

 

   

Information concerning the resources devoted to compliance efforts undertaken by the Advisers and their affiliates, including the Affiliated Sub-Advisers, including descriptions of their various compliance programs and their record of compliance;

 

   

Information concerning the business continuity and disaster recovery plans of the Advisers and their affiliates, including the Affiliated Sub-Advisers;

 

   

A description of the Advisers’ oversight of the Sub-Advisers, including with respect to regulatory and compliance issues, investment management and other matters;

Other Relevant Information

 

   

Information concerning the nature, cost and character of the administrative and other non-investment advisory services provided by the Advisers and their affiliates;

 

   

Information concerning oversight of the relationship with the custodian, subcustodians and fund accountants by EVM and/or administrator to each of the Funds;

 

   

Confirmation that the Advisers intend to continue to manage the Funds in a manner materially consistent with each Fund’s current investment objective(s) and principal investment strategies;

 

   

Information regarding Morgan Stanley’s commitment to maintaining competitive compensation arrangements to attract and retain highly qualified personnel;

 

   

Confirmation that the Advisers’ current senior management teams have indicated their strong support of the Transaction; and

 

   

Information regarding the fact that Morgan Stanley and Eaton Vance Corp. will each derive benefits from the Transaction and that, as a result, they have a financial interest in the matters that were being considered.

As indicated above, the Board and its Contract Review Committee also considered information received at its regularly scheduled meetings throughout the year, which included information from portfolio managers and other investment professionals of the Advisers and the Sub-Advisers regarding investment and performance matters, and considered various investment and trading strategies used in pursuing the Funds’ investment objectives. The Board also received information regarding risk management techniques employed in connection with the management of the Funds. The Board and its committees evaluated issues pertaining to industry and regulatory developments, compliance procedures, fund governance and other issues with respect to the Funds, and received and participated in reports and presentations provided by the Advisers and their affiliates, including the Affiliated Sub-Advisers, with respect to such matters.

The Contract Review Committee was advised throughout the evaluation process by Goodwin Procter LLP, independent legal counsel for the Independent Trustees. The members of the Contract Review Committee, with the advice of such counsel, exercised their own business judgment in determining the material factors to be considered in evaluating the New Agreements and the weight to be given to each such factor. The conclusions reached with respect to the New Agreements were based on a comprehensive evaluation of all the information provided and not any single factor. Moreover, each Independent Trustee may have placed varying emphasis on particular factors in reaching conclusions with respect to the New Agreements.

Nature, Extent and Quality of Services

In considering whether to approve the New Agreements, the Board evaluated the nature, extent and quality of services currently provided to each Fund by the Advisers and, as applicable, the Sub-Advisers under the Current Agreements. In evaluating the nature, extent and quality of services to be provided by the Advisers and the Sub-Advisers under the New Agreements, the Board considered, among other information, the expected impact, if any, of the Transaction on the operations, facilities, organization and personnel of the Advisers and the Sub-Advisers, and that Morgan Stanley and the Advisers have advised the Board that, following the Transaction, there is not expected to be any diminution in the nature, extent and quality of services provided by the Advisers and the Sub-Advisers, as applicable, to the Funds and their shareholders, including compliance and other non-advisory services, and that there are not expected to be any changes in portfolio management personnel as a result of the Transaction.

The Board also considered the financial resources of Morgan Stanley and the Advisers and the importance of having a Fund manager with, or with access to, significant organizational and financial resources. The Board considered the benefits to the Funds of being part of a larger combined organization with

 

  22  


Table of Contents

Eaton Vance

Focused Global Opportunities Fund

November 30, 2020

 

Board of Trustees’ Contract Approval — continued

 

 

greater financial resources following the Transaction, particularly during periods of market disruptions and volatility. In this regard, the Board considered information provided by Morgan Stanley regarding its business and operating structure, scale of operation, leadership and reputation, distribution capabilities, and financial condition, as well as information on how the Funds are expected to fit within Morgan Stanley’s overall business strategy and any changes that Morgan Stanley contemplates in the short- or long-term following the Closing. The Board also noted Morgan Stanley’s and the Advisers’ commitment to keep the Board apprised of developments with respect to its long-term integration plans for the Advisers, the Affiliated Sub-Advisers, and existing Morgan Stanley affiliates and their respective personnel.

The Board considered the Advisers’ and the Sub-Advisers’ management capabilities and investment processes in light of the types of investments held by each Fund, including the education, experience and number of investment professionals and other personnel who provide portfolio management, investment research, and similar services to each Fund. In particular, the Board considered the abilities and experience of the Advisers’ and, as applicable, the Sub-Advisers’ investment professionals in implementing each Fund’s investment strategies. The Board also took into account the resources dedicated to portfolio management and other services, the compensation methods of the Advisers and other factors, including the reputation and resources of the Advisers to recruit and retain highly qualified research, advisory and supervisory investment professionals. With respect to the recruitment and retention of key personnel, the Board noted information from Morgan Stanley and the Advisers regarding the benefits of joining Morgan Stanley. In addition, the Board considered the time and attention devoted to the Funds by senior management, as well as the infrastructure, operational capabilities and support staff in place to assist in the portfolio management and operations of the Funds, including the provision of administrative services. With respect to the foregoing, the Board also considered information from the Advisers and Morgan Stanley regarding the anticipated impact of the Transaction on such matters. The Board also considered the business-related and other risks to which the Advisers or their affiliates may be subject in managing the Funds and in connection with the Transaction.

The Board considered the compliance programs of the Advisers and relevant affiliates thereof, including the Affiliated Sub-Advisers. The Board considered compliance and reporting matters regarding, among other things, personal trading by investment professionals, disclosure of portfolio holdings, late trading, frequent trading, portfolio valuation, business continuity and the allocation of investment opportunities. The Board also considered the responses of the Advisers and their affiliates to requests in recent years from regulatory authorities, such as the Securities and Exchange Commission and the Financial Industry Regulatory Authority. The Board also considered certain information relating to the compliance record of Morgan Stanley and its affiliates, including information requests in recent years from regulatory authorities. With respect to the foregoing, including the compliance programs of the Advisers and the Sub-Advisers, the Board noted information regarding the impacts of the Transaction, as well as the Advisers’ and Morgan Stanley’s commitment to keep the Board apprised of developments with respect to its long-term integration plans for the Advisers, the Affiliated Sub-Advisers and existing Morgan Stanley affiliates and their respective personnel.

The Board considered other administrative services provided and to be provided or overseen by the Advisers and their affiliates, including transfer agency and accounting services. The Board evaluated the benefits to shareholders of investing in a fund that is a part of a large fund complex offering exposure to a variety of asset classes and investment disciplines, as well as the ability, in many cases, to exchange an investment among different funds without incurring additional sales charges. The Board noted information that the Transaction was not expected to have any material impact on such matters in the near-term.

In evaluating the nature, extent and quality of the services to be provided under the New Agreements, the Board also considered investment performance information provided for each Fund in connection with the 2020 Annual Approval Process, as well as information provided as of a more recent date. In this regard, the Board compared each Fund’s investment performance to that of comparable funds identified by an independent data provider (the peer group), as well as appropriate benchmark indices and, for certain Funds, a custom peer group of similarly managed funds. The Board also considered, where applicable, Fund-specific performance explanations based on criteria established by the Board in connection with the 2020 Annual Approval Process and, where applicable, performance explanations as of a more recent date. In addition to the foregoing information, it was also noted that the Board has received and discussed with management information throughout the year at periodic intervals comparing each Fund’s performance against applicable benchmark indices and peer groups. In addition, the Board considered each Fund’s performance in light of overall financial market conditions. Where a Fund’s relative underperformance to its peers was significant during one or more specified periods, the Board noted the explanation from the applicable Adviser concerning the Fund’s relative performance versus its peer group.

After consideration of the foregoing factors, among others, and based on their review of the materials provided and the assurances received from, and recommendations of, the Advisers and Morgan Stanley, the Board determined that the Transaction was not expected to adversely affect the nature, extent and quality of services provided to the Funds by the Advisers and their affiliates, including the Affiliated Sub-Advisers, and that the Transaction was not expected to have an adverse effect on the ability of the Advisers and their affiliates, including the Affiliated Sub-Advisers, to provide those services. The Board concluded that the nature, extent and quality of services expected to be provided by the Advisers and the Sub-Advisers, taken as a whole, are appropriate and expected to be consistent with the terms of the New Agreements.

Management Fees and Expenses

The Board considered contractual fee rates payable by each Fund for advisory and administrative services (referred to collectively as “management fees”) in connection with the 2020 Annual Approval Process, as well as information provided as of a more recent date. As part of its review, the Board considered each Fund’s management fees and total expense ratio over various periods, as compared to those of comparable funds, before and after giving effect to any undertaking to waive fees or reimburse expenses. The Board also considered factors, and, where applicable, certain Fund-specific factors, that had an

 

  23  


Table of Contents

Eaton Vance

Focused Global Opportunities Fund

November 30, 2020

 

Board of Trustees’ Contract Approval — continued

 

 

impact on a Fund’s total expense ratio relative to comparable funds, as identified by the Advisers in response to inquiries from the Contract Review Committee. The Board considered that the New Agreements do not change a Fund’s management fee rate or the computation method for calculating such fees, including any separately executed permanent contractual management fee reduction currently in place for the Fund.

The Board also received and considered, where applicable, information about the services offered and the fee rates charged by the Advisers and the Sub-Advisers to other types of accounts with investment objectives and strategies that are substantially similar to and/or managed in a similar investment style as a Fund. In this regard, the Board received information about the differences in the nature and scope of services the Advisers and the Sub-Advisers, as applicable, provide to the Funds as compared to other types of accounts and the material differences in compliance, reporting and other legal burdens and risks to the Advisers and such Sub-Advisers as between the Fund and other types of accounts.

After considering the foregoing information, and in light of the nature, extent and quality of the services expected to be provided by the Advisers and the Sub-Advisers, the Board concluded that the management fees charged for advisory and related services are reasonable with respect to its approval of the New Agreements.

Profitability and “Fall-Out” Benefits

During the 2020 Annual Approval Process, the Board considered the level of profits realized by the Advisers and relevant affiliates thereof, including the Affiliated Sub-Advisers, in providing investment advisory and administrative services to the Funds and to all Eaton Vance funds as a group. The Board considered the level of profits realized without regard to marketing support or other payments by the Advisers and their affiliates to third parties in respect of distribution or other services. In light of the foregoing factors and the nature, extent and quality of the services rendered, the profits realized by the Advisers and their affiliates, including the Sub-Advisers, were not deemed to be excessive by the Board.

The Board noted that Morgan Stanley and the Advisers are expected to realize, over time, cost savings from the Transaction based on eliminating duplicate corporate overhead expenses. The Board considered, however, information from the Advisers and Morgan Stanley that such cost savings are not expected to be realized immediately upon the Closing and that, accordingly, there are currently no specific expected changes in the levels of profitability associated with the advisory and other services provided to the Funds that are contemplated as a result of the Transaction. The Board noted that it will continue to receive information regarding profitability during its annual contract review processes, including the extent to which cost savings and/or other efficiencies result in changes to profitability levels.

The Board also considered direct or indirect fall-out benefits received by the Advisers and their affiliates, including the Affiliated Sub-Advisers, in connection with their respective relationships with the Funds, including the benefits of research services that may be available to the Advisers and their affiliates as a result of securities transactions effected for the Funds and other investment advisory clients. In evaluating the fall-out benefits to be received by the Advisers and their affiliates under the New Agreements, the Board considered whether the Transaction would have an impact on the fall-out benefits currently realized by the Advisers and their affiliates in connection with services provided pursuant to the Current Advisory Agreements.

The Board of each Fund considered that Morgan Stanley may derive reputational and other benefits from its ability to use the names of the Advisers and their affiliates in connection with operating and marketing the Funds. The Board considered that the Transaction, if completed, would significantly increase Morgan Stanley’s assets under management and expand Morgan Stanley’s investment capabilities.

Economies of Scale

The Board also considered the extent to which the Advisers and their affiliates, on the one hand, and the Funds, on the other hand, can expect to realize benefits from economies of scale as the assets of the Funds increase. The Board acknowledged the difficulty in accurately measuring the benefits resulting from economies of scale, if any, with respect to the management of any specific Fund or group of funds. As part of the 2020 Annual Approval Process, the Board reviewed data summarizing the increases and decreases in the assets of the Funds and of all Eaton Vance funds as a group over various time periods, and evaluated the extent to which the total expense ratio of each Fund and the profitability of the Advisers and their affiliates may have been affected by such increases or decreases.

The Board noted that Morgan Stanley and the Advisers are expected to benefit from possible growth of the Funds resulting from enhanced distribution capabilities, including with respect to the Funds’ potential access to Morgan Stanley’s institutional client base. Based upon the foregoing, the Board concluded that the Funds currently share in the benefits from economies of scale, if any, when they are realized by the Advisers, and that the Transaction is not expected to impede a Fund from continuing to benefit from any future economies of scale realized by its Adviser.

Conclusion

Based on its consideration of the foregoing, and such other information it deemed relevant, including the factors and conclusions described above, the Contract Review Committee recommended to the Board approval of the New Agreements. Based on the recommendation of the Contract Review Committee, the Board, including a majority of the Independent Trustees, unanimously voted to approve the New Agreements for the Funds and recommended that shareholders approve the New Agreements.

 

  24  


Table of Contents

Eaton Vance

Focused Global Opportunities Fund

November 30, 2020

 

Management and Organization

 

 

Fund Management.  The Trustees of Eaton Vance Growth Trust (the Trust) are responsible for the overall management and supervision of the Trust’s affairs. The Trustees and officers of the Trust 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 hold indefinite terms of office. The “noninterested Trustees” consist of those Trustees who are not “interested persons” of the Trust, as that term is defined under the 1940 Act. The business address of each Trustee and officer is Two International Place, Boston, Massachusetts 02110. As used below, “EVC” refers to Eaton Vance Corp., “EV” refers to Eaton Vance, Inc., “EVM” refers to Eaton Vance Management, “BMR” refers to Boston Management and Research and “EVD” refers to Eaton Vance Distributors, Inc. EVC and EV are the corporate parent and trustee, respectively, of EVM and BMR. EVD is the Fund’s principal underwriter and a wholly-owned subsidiary of EVC. Each officer affiliated with Eaton Vance may hold a position with other Eaton Vance affiliates that is comparable to his or her position with EVM listed below. Each Trustee oversees 144 portfolios (with the exception of Messrs. Faust and Wennerholm and Ms. Frost who oversee 143 portfolios) in the Eaton Vance Complex (including all master and feeder funds in a master feeder structure). Each officer serves as an officer of certain other Eaton Vance funds. Each Trustee and officer serves until his or her successor is elected.

 

Name and Year of Birth   

Position(s)

with the
Trust

    

Trustee

Since(1)

    

Principal Occupation(s) and Directorships

During Past Five Years and Other Relevant Experience

Interested Trustee

Thomas E. Faust Jr.

1958

   Trustee      2007     

Chairman, Chief Executive Officer and President of EVC, Director and President of EV, Chief Executive Officer and President of EVM and BMR, and Director of EVD. Trustee and/or officer of 143 registered investment companies. Mr. Faust is an interested person because of his positions with EVM, BMR, EVD, EVC and EV, which are affiliates of the Trust.

Directorships in the Last Five Years. Director of EVC and Hexavest Inc. (investment management firm).

Noninterested Trustees

Mark R. Fetting

1954

   Trustee      2016     

Private investor. Formerly held various positions at Legg Mason, Inc. (investment management firm) (2000-2012), including President, Chief Executive Officer, Director and Chairman (2008-2012), Senior Executive Vice President (2004-2008) and Executive Vice President (2001-2004). Formerly, President of Legg Mason family of funds (2001-2008). Formerly, Division President and Senior Officer of Prudential Financial Group, Inc. and related companies (investment management firm) (1991-2000).

Other Directorships in the Last Five Years. None

Cynthia E. Frost

1961

   Trustee      2014     

Private investor. Formerly, Chief Investment Officer of Brown University (university endowment) (2000-2012). Formerly, Portfolio Strategist for Duke Management Company (university endowment manager) (1995-2000). Formerly, Managing Director, Cambridge Associates (investment consulting company) (1989-1995). Formerly, Consultant, Bain and Company (management consulting firm) (1987-1989). Formerly, Senior Equity Analyst, BA Investment Management Company (1983-1985).

Other Directorships in the Last Five Years. None.

George J. Gorman

1952

   Trustee      2014     

Principal at George J. Gorman LLC (consulting firm). Formerly, Senior Partner at Ernst & Young LLP (a registered public accounting firm) (1974-2009).

Other Directorships in the Last Five Years. Formerly, Trustee of the BofA Funds Series Trust (11 funds) (2011-2014) and of the Ashmore Funds (9 funds) (2010-2014).

Valerie A. Mosley

1960

   Trustee      2014     

Chairwoman and Chief Executive Officer of Valmo Ventures (a consulting and investment firm). Formerly, Partner and Senior Vice President, Portfolio Manager and Investment Strategist at Wellington Management Company, LLP (investment management firm) (1992-2012). Formerly, Chief Investment Officer, PG Corbin Asset Management (1990-1992). Formerly worked in institutional corporate bond sales at Kidder Peabody (1986-1990).

Other Directorships in the Last Five Years. Director of DraftKings, Inc. (digital sports entertainment and gaming company) (since September 2020). Director of Groupon, Inc. (e-commerce provider) (since April 2020). Director of Envestnet, Inc. (provider of intelligent systems for wealth management and financial wellness) (since 2018). Formerly, Director of Dynex Capital, Inc. (mortgage REIT) (2013-2020).

 

  25  


Table of Contents

Eaton Vance

Focused Global Opportunities Fund

November 30, 2020

 

Management and Organization — continued

 

 

Name and Year of Birth   

Position(s)

with the
Trust

    

Trustee

Since(1)

    

Principal Occupation(s) and Directorships

During Past Five Years and Other Relevant Experience

Noninterested Trustees (continued)

William H. Park

1947

   Chairperson of the Board and Trustee     

2016 (Chairperson)

2003 (Trustee)

    

Private investor. Formerly, Consultant (management and transactional) (2012-2014). Formerly, Chief Financial Officer, Aveon Group L.P. (investment management firm) (2010-2011). Formerly, Vice Chairman, Commercial Industrial Finance Corp. (specialty finance company) (2006-2010). Formerly, President and Chief Executive Officer, Prizm Capital Management, LLC (investment management firm) (2002-2005). Formerly, Executive Vice President and Chief Financial Officer, United Asset Management Corporation (investment management firm) (1982-2001). Formerly, Senior Manager, Price Waterhouse (now PricewaterhouseCoopers) (a registered public accounting firm) (1972-1981).

Other Directorships in the Last Five Years. None.

Helen Frame Peters

1948

   Trustee      2008     

Professor of Finance, Carroll School of Management, Boston College. Formerly, Dean, Carroll School of Management, Boston College (2000-2002). Formerly, Chief Investment Officer, Fixed Income, Scudder Kemper Investments (investment management firm) (1998-1999). Formerly, Chief Investment Officer, Equity and Fixed Income, Colonial Management Associates (investment management firm) (1991-1998).

Other Directorships in the Last Five Years. None.

Keith Quinton

1958

   Trustee      2018     

Private investor, researcher and lecturer. Independent Investment Committee Member at New Hampshire Retirement System (since 2017). Formerly, Portfolio Manager and Senior Quantitative Analyst at Fidelity Investments (investment management firm) (2001-2014).

Other Directorships in the Last Five Years. Director (since 2016) and Chairman

(since 2019) of New Hampshire Municipal Bond Bank.

Marcus L. Smith

1966

   Trustee      2018     

Private investor. Member of Posse Boston Advisory Board (foundation) (since 2015). Formerly, Portfolio Manager at MFS Investment Management (investment management firm) (1994-2017).

Other Directorships in the Last Five Years. Director of MSCI Inc. (global provider of investment decision support tools) (since 2017). Formerly, Director of DCT Industrial Trust Inc. (logistics real estate company) (2017-2018).

Susan J. Sutherland

1957

   Trustee      2015     

Private investor. Director of Ascot Group Limited and certain of its subsidiaries (insurance and reinsurance) (since 2017). Formerly, Director of Hagerty Holding Corp. (insurance and reinsurance) (2015-2018). Formerly, Associate, Counsel and Partner at Skadden, Arps, Slate, Meagher & Flom LLP (law firm) (1982-2013).

Other Directorships in the Last Five Years. Formerly, Director of Montpelier Re Holdings Ltd. (global provider of customized insurance and reinsurance products) (2013-2015).

Scott E. Wennerholm

1959

   Trustee      2016     

Private Investor. Formerly, Trustee at Wheelock College (postsecondary institution) (2012-2018). Formerly, Consultant at GF Parish Group (executive recruiting firm) (2016-2017). Formerly, Chief Operating Officer and Executive Vice President at BNY Mellon Asset Management (investment management firm) (2005-2011). Formerly, Chief Operating Officer and Chief Financial Officer at Natixis Global Asset Management (investment management firm) (1997-2004). Formerly, Vice President at Fidelity Investments Institutional Services (investment management firm) (1994-1997).

Other Directorships in the Last Five Years. None.

 

Name and Year of Birth    Position(s)
with the
Trust
     Officer
Since
(2)
    

Principal Occupation(s)

During Past Five Years

Principal Officers who are not Trustees

Eric A. Stein

1980

   President      2020      Vice President and Chief Investment Officer, Fixed Income of EVM and BMR. Prior to November 1, 2020, Mr. Stein was a co-Director of Eaton Vance’s Global Income Investments. Also Vice President of Calvert Research and Management (“CRM”).

Deidre E. Walsh

1971

   Vice President      2021      Vice President of EVM and BMR.

 

  26  


Table of Contents

Eaton Vance

Focused Global Opportunities Fund

November 30, 2020

 

Management and Organization — continued

 

 

Name and Year of Birth    Position(s)
with the
Trust
     Officer
Since
(2)
    

Principal Occupation(s)

During Past Five Years

Principal Officers who are not Trustees (continued)

Maureen A. Gemma

1960

   Secretary and Chief Legal Officer      2005      Vice President of EVM and BMR. Also Vice President of CRM.

James F. Kirchner

1967

   Treasurer      2007      Vice President of EVM and BMR. Also Vice President of CRM.

Richard F. Froio

1968

   Chief Compliance Officer      2017      Vice President of EVM and BMR since 2017. Formerly Deputy Chief Compliance Officer (Adviser/Funds) and Chief Compliance Officer (Distribution) at PIMCO (2012-2017) and Managing Director at BlackRock/Barclays Global Investors (2009-2012).

 

(1) 

Year first appointed to serve as Trustee for a fund in the Eaton Vance family of funds. Each Trustee has served continuously since appointment unless indicated otherwise.

(2) 

Year first elected to serve as officer of a fund in the Eaton Vance family of funds when the officer has served continuously. Otherwise, year of most recent election as an officer of a fund in the Eaton Vance family of funds. Titles may have changed since initial election.

The SAI for the Fund includes additional information about the Trustees and officers of the Fund and can be obtained without charge on Eaton Vance’s website at www.eatonvance.com or by calling 1-800-262-1122.

 

  27  


Table of Contents

Eaton Vance Funds

 

IMPORTANT NOTICES

 

 

Privacy.  The Eaton Vance organization is committed to ensuring your financial privacy. Each entity listed below has adopted privacy policy and procedures (“Privacy Program”) Eaton Vance believes is reasonably designed to protect your personal information and to govern when and with whom Eaton Vance may share your personal information.

 

 

At the time of opening an account, Eaton Vance generally requires you to provide us with certain information such as name, address, social security number, tax status, account numbers, and account balances. This information is necessary for us to both open an account for you and to allow us to satisfy legal requirements such as applicable anti-money laundering reviews and know-your-customer requirements.

 

 

On an ongoing basis, in the normal course of servicing your account, Eaton Vance may share your information with unaffiliated third parties that perform various services for Eaton Vance and/or your account. These third parties include transfer agents, custodians, broker/dealers and our professional advisers including auditors, accountants, and legal counsel. Eaton Vance may share your personal information with our affiliates. Eaton Vance may also share your information as required or permitted by applicable law.

 

 

We have adopted a Privacy Program we believe is reasonably designed to protect the confidentiality of your personal information and to prevent unauthorized access to your information.

 

 

We reserve the right to change our Privacy Program at any time upon proper notification to you. You may want to review our Privacy Program periodically for changes by accessing the link on our homepage: www.eatonvance.com.

Our pledge of protecting your personal information applies to the following entities within the Eaton Vance organization: the Eaton Vance Family of Funds, Eaton Vance Management, Eaton Vance WaterOak Advisors, Eaton Vance Distributors, Inc., Eaton Vance Trust Company, Eaton Vance Management (International) Limited, Eaton Vance Advisers International Ltd., Eaton Vance Global Advisors Limited, Eaton Vance Management’s Real Estate Investment Group, Boston Management and Research, Calvert Research and Management, and Calvert Funds. This notice supersedes all previously issued privacy disclosures. For more information about Eaton Vance’s Privacy Program or about how your personal information may be used, please call 1-800-262-1122.

Delivery of Shareholder Documents.  The Securities and Exchange Commission (SEC) permits funds to deliver only one copy of shareholder documents, including prospectuses, proxy statements and shareholder reports, to fund investors with multiple accounts at the same residential or post office box address. This practice is often called “householding” and it helps eliminate duplicate mailings to shareholders. Eaton Vance, or your financial intermediary, may household the mailing of your documents indefinitely unless you instruct Eaton Vance, or your financial intermediary, otherwise. If you would prefer that your Eaton Vance documents not be householded, please contact Eaton Vance at 1-800-262-1122, or contact your financial intermediary. Your instructions that householding not apply to delivery of your Eaton Vance documents will typically be effective within 30 days of receipt by Eaton Vance or your financial intermediary.

Portfolio Holdings.  Each Eaton Vance Fund and its underlying Portfolio(s) (if applicable) files a schedule of portfolio holdings on Part F to Form N-PORT with the SEC. Certain information filed on Form N-PORT may be viewed on the Eaton Vance website at www.eatonvance.com, by calling Eaton Vance at 1-800-262-1122 or in the EDGAR database on the SEC’s website at www.sec.gov.

Proxy Voting.  From time to time, funds are required to vote proxies related to the securities held by the funds. The Eaton Vance Funds or their underlying Portfolios (if applicable) vote proxies according to a set of policies and procedures approved by the Funds’ and Portfolios’ Boards. You may obtain a description of these policies and procedures and information on how the Funds or Portfolios voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge, upon request, by calling 1-800-262-1122 and by accessing the SEC’s website at www.sec.gov.

 

  28  


Table of Contents

Investment Adviser and Administrator

Eaton Vance Management

Two International Place

Boston, MA 02110

Investment Sub-Adviser

Eaton Vance Advisers International Ltd.

125 Old Broad Street

London, EC2N 1AR

United Kingdom

Principal Underwriter*

Eaton Vance Distributors, Inc.

Two International Place

Boston, MA 02110

(617) 482-8260

Custodian

State Street Bank and Trust Company

State Street Financial Center, One Lincoln Street

Boston, MA 02111

Transfer Agent

BNY Mellon Investment Servicing (US) Inc.

Attn: Eaton Vance Funds

P.O. Box 9653

Providence, RI 02940-9653

(800) 262-1122

Independent Registered Public Accounting Firm

Deloitte & Touche LLP

200 Berkeley Street

Boston, MA 02116-5022

Fund Offices

Two International Place

Boston, MA 02110

 
*

FINRA BrokerCheck.  Investors may check the background of their Investment Professional by contacting the Financial Industry Regulatory Authority (FINRA). FINRA BrokerCheck is a free tool to help investors check the professional background of current and former FINRA-registered securities firms and brokers. FINRA BrokerCheck is available by calling 1-800-289-9999 and at www.FINRA.org. The FINRA BrokerCheck brochure describing this program is available to investors at www.FINRA.org.


Table of Contents

LOGO

 

LOGO

23215    11.30.20


Table of Contents

LOGO

 

 

Eaton Vance

International Small-Cap Fund

Annual Report

November 30, 2020

 

 

 

LOGO


Table of Contents

 

 

Commodity Futures Trading Commission Registration. The Commodity Futures Trading Commission (“CFTC”) has adopted regulations that subject registered investment companies and advisers to regulation by the CFTC if a fund invests more than a prescribed level of its assets in certain CFTC-regulated instruments (including futures, certain options and swap agreements) or markets itself as providing investment exposure to such instruments. The investment adviser has claimed an exclusion from the definition of “commodity pool operator” under the Commodity Exchange Act with respect to its management of the Fund. Accordingly, neither the Fund nor the adviser with respect to the operation of the Fund is subject to CFTC regulation. Because of its management of other strategies, the Fund’s adviser is registered with the CFTC as a commodity pool operator. The adviser is also registered as a commodity trading advisor.

Fund shares are not insured by the FDIC and are not deposits or other obligations of, or guaranteed by, any depository institution. Shares are subject to investment risks, including possible loss of principal invested.

This report must be preceded or accompanied by a current summary prospectus or prospectus. Before investing, investors should consider carefully the investment objective, risks, and charges and expenses of a mutual fund. This and other important information is contained in the summary prospectus and prospectus, which can be obtained from a financial intermediary. Prospective investors should read the prospectus carefully before investing. For further information, please call 1-800-262-1122.


Table of Contents

Annual Report November 30, 2020

Eaton Vance

International Small-Cap Fund

 

Table of Contents

  

Management’s Discussion of Fund Performance

     2  

Performance

     3  

Fund Profile

     4  

Endnotes and Additional Disclosures

     5  

Fund Expenses

     6  

Financial Statements

     7  

Report of Independent Registered Public Accounting Firm

     21  

Federal Tax Information

     22  

Board of Trustees’ Contract Approval

     23  

Management and Organization

     28  

Important Notices

     31  


Table of Contents

Eaton Vance

International Small-Cap Fund

November 30, 2020

 

Management’s Discussion of Fund Performance1

 

 

Economic and Market Conditions

The 12-month period that began December 1, 2019, included some of the best and worst equity performances in over a decade.

The period began with global equities rallying in the final month of 2019, supported by interest rate reductions by dozens of central banks worldwide. In July 2019, the U.S. Federal Reserve (the Fed) had cut rates for the first time in over a decade, followed by two additional rate cuts in September and October.

In January 2020, however, news of the novel coronavirus outbreak in China began to raise investor concerns. As the virus turned into a global pandemic in February and March, it ended the longest-ever U.S. economic expansion and triggered a global economic slowdown. Equity markets along with credit markets plunged in value amid unprecedented volatility.

In response, the Fed announced two emergency rate cuts in March 2020 — lowering the federal funds rate to 0.00%-0.25% — along with other measures designed to shore up the markets. Across the globe, other central banks and governments launched aggressive monetary and fiscal responses to help mitigate the economic effects of what became known as COVID-19. These moves helped calm investment markets and initiated a global equity rally that began in late March and lasted through August. In the second quarter of 2020, U.S. stocks reported their best quarterly returns since 1998 — on the heels of the worst first quarter for American stocks since the 2007-2008 global financial crisis. As with U.S. equities, overseas stock indexes reflected investor optimism as economies started to emerge from COVID-19 lockdowns and factories resumed production.

In September and October, however, the equity rally stalled as the pandemic appeared to increase its drag on the global economy. Across Europe, nations that seemed to have beaten back the coronavirus during the summer initiated new lockdowns to combat a second wave of infections. In the U.S., coronavirus cases were on the rise in virtually every state. Reflecting an increasingly grim economic outlook for fall and winter, most major global stock indexes reported negative returns in September and October.

In the closing month of the period, however, two developments helped stocks reverse course again. Joe Biden’s victory in the U.S. presidential election eased the political uncertainties that had dogged markets through much of the fall. That event, coupled with the announcement that two COVID-19 vaccine candidates had proven more than 90% effective in late-stage trials, led to an outbreak of investor optimism that powered a global stock rally. The MSCI World Index and MSCI EAFE Indexes reported double-digit gains in November, while the blue-chip Dow Jones Industrial Average® turned in its best month since January 1987, and the S&P 500® Index advanced nearly 10.95% for the month.

For the period as a whole, the MSCI World Index, a broad measure of global equities, returned 14.52%; while the S&P 500® Index, a broad measure of U.S. stocks, returned 17.46%; and the technology-laden Nasdaq Composite Index returned 42.06%. The MSCI EAFE Index of developed-market international equities returned 6.37%; while the MSCI Emerging Markets Index returned 18.43% during the period.

Fund Performance

For the 12-month period ended November 30, 2020, Eaton Vance International Small-Cap Fund (the Fund) returned 10.54% for Class A shares at net asset value (NAV), performing approximately in line with its benchmark, the MSCI World ex USA Small Cap Index (the Index), which returned 10.51%.

Overall, stock selection was positive, contributing to the Fund’s performance versus the Index during the period. On a sector basis, the top contributors to performance versus the Index were stock selections in the consumer discretionary, industrials, real estate, and financials sectors.

Within consumer discretionary, the Fund’s out-of-Index position in China MeiDong Auto Holdings, Ltd. (China MeiDong), a Hong Kong-listed Chinese auto dealer that sells premium and luxury brands, contributed to relative performance versus the Index. The firm’s stock outperformed the Index as consumer demand recovered in the summer and fall of 2020, after the COVID-19 outbreak showed signs of being under control in China.

Overweight positions relative to the Index in Swedish industrial conglomerates AddTech AB and Indutrade AB contributed to Fund performance versus the Index in the industrials sector. Both firms have similar business models based on acquiring leading companies within niche industries and allowing them to operate largely autonomously, but with the support of the parent company. Each firm reported strong earnings in the second quarter of 2020 that drove their stock prices to outperform the Index during the period.

In contrast, detractors from performance versus the Index on a sector basis included stock selections in the communication services sector, stock selections and an underweight position in the utilities sector, and an underweight position in the materials sector.

On an individual stock basis, detractors included an out-of-Index position in Melrose Industries PLC (Melrose) and an overweight position in Nomura Co., Ltd. (Nomura) in the industrials sector, as well as an overweight position in Invesco Office J REIT, Inc. (Invesco Office J REIT) in the real estate sector.

Melrose, a U.K.-based investment company that specializes in industrial turnarounds, saw its stock price decline due to its exposure to the aerospace and automotive industries, which were negatively impacted by plant closures and a dramatic decline in travel during the pandemic. By period-end, Melrose was sold from the Fund.

The Fund’s position in Nomura — a Japanese firm that plans and constructs display services for commercial, cultural, and exhibition facilities — fell in value after postponement of the 2020 Tokyo Olympic Games, which would have been a significant source of revenue for Nomura.

The Fund’s position in Invesco Office J REIT was hurt by COVID-19 as well. Stock in the Japanese operator of large-scale Tokyo office buildings lost value on investor concerns about declining rental growth and increasing office space vacancies during the pandemic.

 

 

See Endnotes and Additional Disclosures in this report.

Past performance is no guarantee of future results. Returns are historical and are calculated by determining the percentage change in net asset value (NAV) or offering price (as applicable) with all distributions reinvested. Investment return and principal value will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Performance for periods less than or equal to one year is cumulative. Performance is for the stated time period only; due to market volatility, current Fund performance may be lower or higher than the quoted return. For performance as of the most recent month-end, please refer to eatonvance.com.

 

  2  


Table of Contents

Eaton Vance

International Small-Cap Fund

November 30, 2020

 

Performance2,3

 

Portfolio Manager Aidan M. Farrell, Eaton Vance Global Advisors Limited

 

% Average Annual Total Returns    Class
Inception Date
     Performance
Inception Date
     One Year      Five Years      Since
Inception
 

Class A at NAV

     12/16/2015        12/16/2015        10.54             9.24

Class A with 5.75% Maximum Sales Charge

                   4.21               7.94  

Class I at NAV

     12/16/2015        12/16/2015        10.82               9.52  

 

MSCI World ex USA Small Cap Index

                   10.51      8.22      8.71
% Total Annual Operating Expense Ratios4                            Class A      Class I  

Gross

              1.62      1.37

Net

              1.41        1.16  

Growth of $10,000

 

This graph shows the change in value of a hypothetical investment of $10,000 in Class A of the Fund for the period indicated. For comparison, the same investment is shown in the indicated index.

 

LOGO

 

Growth of Investment      Amount Invested        Period Beginning        At NAV        With Maximum Sales Charge  

Class I

       $250,000          12/16/2015          $392,464          N.A.  

 

 

See Endnotes and Additional Disclosures in this report.

Past performance is no guarantee of future results. Returns are historical and are calculated by determining the percentage change in net asset value (NAV) or offering price (as applicable) with all distributions reinvested. Investment return and principal value will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Performance for periods less than or equal to one year is cumulative. Performance is for the stated time period only; due to market volatility, current Fund performance may be lower or higher than the quoted return. For performance as of the most recent month-end, please refer to eatonvance.com.

 

  3  


Table of Contents

Eaton Vance

International Small-Cap Fund

November 30, 2020

 

Fund Profile

 

 

Common Stock Sector Allocation (% of net assets)

 

 

LOGO

Geographic Allocation (% of net assets)

 

 

LOGO

Top 10 Holdings (% of net assets)5

 

 

IMCD NV

     1.7

Aalberts NV

     1.6  

Indutrade AB

     1.5  

AddTech AB, Class B

     1.5  

Interpump Group SpA

     1.5  

Miura Co., Ltd.

     1.5  

Yamaha Corp.

     1.5  

Nabtesco Corp.

     1.4  

Penta-Ocean Construction Co., Ltd.

     1.3  

Sumco Corp.

     1.3  

Total

     14.8
 

 

See Endnotes and Additional Disclosures in this report.

 

  4  


Table of Contents

Eaton Vance

International Small-Cap Fund

November 30, 2020

 

Endnotes and Additional Disclosures

 

1 

The views expressed in this report are those of the portfolio manager(s) and are current only through the date stated at the top of this page. These views are subject to change at any time based upon market or other conditions, and Eaton Vance and the Fund(s) disclaim any responsibility to update such views. These views may not be relied upon as investment advice and, because investment decisions are based on many factors, may not be relied upon as an indication of trading intent on behalf of any Eaton Vance fund. This commentary may contain statements that are not historical facts, referred to as “forward looking statements.” The Fund’s actual future results may differ significantly from those stated in any forward looking statement, depending on factors such as changes in securities or financial markets or general economic conditions, the volume of sales and purchases of Fund shares, the continuation of investment advisory, administrative and service contracts, and other risks discussed from time to time in the Fund’s filings with the Securities and Exchange Commission.

 

2 

MSCI World ex USA Small Cap Index is an unmanaged index of small-cap equity securities in the developed markets, excluding the United States. MSCI indexes are net of foreign withholding taxes. Source: MSCI. MSCI data may not be reproduced or used for any other purpose. MSCI provides no warranties, has not prepared or approved this report, and has no liability hereunder. Unless otherwise stated, index returns do not reflect the effect of any applicable sales charges, commissions, expenses, taxes or leverage, as applicable. It is not possible to invest directly in an index.

 

3 

Total Returns at NAV do not include applicable sales charges. If sales charges were deducted, the returns would be lower. Total Returns shown with maximum sales charge reflect the stated maximum sales charge. Unless otherwise stated, performance does not reflect the deduction of taxes on Fund distributions or redemptions of Fund shares. Performance since inception for an index, if presented, is the performance since the Fund’s or oldest share class’ inception, as applicable.

 

4 

Source: Fund prospectus. Net expense ratios reflect a contractual expense reimbursement that continues through 3/31/21. Without the reimbursement, performance would have been lower. The expense ratios for the current reporting period can be found in the Financial Highlights section of this report.

 

5 

Excludes cash and cash equivalents.

 

 

Fund profile subject to change due to active management.

Additional Information

MSCI World Index is an unmanaged index of equity securities in the developed markets. MSCI EAFE Index is an unmanaged index of equities in the developed markets, excluding the U.S. and Canada. MSCI Emerging Markets Index is an unmanaged index of emerging markets common stocks. Dow Jones Industrial Average® is a price-weighted average of 30 blue-chip stocks that are generally the leaders in their industry. S&P 500® Index is an unmanaged index of large-cap stocks commonly used as a measure of U.S. stock market performance. S&P Dow Jones Indices are a product of S&P Dow Jones Indices LLC (“S&P DJI”) and have been licensed for use. S&P® and S&P 500® are registered trademarks of S&P DJI; Dow Jones® is a

registered trademark of Dow Jones Trademark Holdings LLC (“Dow Jones”); S&P DJI, Dow Jones and their respective affiliates do not sponsor, endorse, sell or promote the Fund, will not have any liability with respect thereto and do not have any liability for any errors, omissions, or interruptions of the S&P Dow Jones Indices. Nasdaq Composite Index is a market capitalization-weighted index of all domestic and international securities listed on Nasdaq. Source: Nasdaq, Inc. The information is provided by Nasdaq (with its affiliates, are referred to as the “Corporations”) and Nasdaq’s third party licensors on an “as is” basis and the Corporations make no guarantees and bear no liability of any kind with respect to the information or the Fund.

 

 

  5  


Table of Contents

Eaton Vance

International Small-Cap Fund

November 30, 2020

 

Fund Expenses

 

 

Example:  As a Fund shareholder, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchases and redemption fees (if applicable); and (2) ongoing costs, including management fees; distribution and/or service fees; and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of Fund investing and to compare these costs with the ongoing costs of investing in other mutual funds. The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (June 1, 2020 – November 30, 2020).

Actual Expenses:  The first section of the table below provides information about actual account values and actual expenses. You may use the information in this section, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first section under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes:  The second section of the table below provides information about hypothetical account values and hypothetical expenses based on the actual Fund expense ratio and an assumed rate of return of 5% per year (before expenses), which is not the actual Fund return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in your Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads) or redemption fees (if applicable). Therefore, the second section of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would be higher.

 

     Beginning
Account Value
(6/1/20)
     Ending
Account Value
(11/30/20)
     Expenses Paid
During Period*
(6/1/20 –11/30/20)
     Annualized
Expense
Ratio
 

Actual

          

Class A

  $ 1,000.00      $ 1,180.60      $ 7.63 **       1.40

Class I

  $ 1,000.00      $ 1,182.70      $ 6.28 **       1.15
         

Hypothetical

          

(5% return per year before expenses)

          

Class A

  $ 1,000.00      $ 1,018.00      $ 7.06 **       1.40

Class I

  $ 1,000.00      $ 1,019.30      $ 5.81 **       1.15

 

*

Expenses are equal to the Fund’s annualized expense ratio for the indicated Class, multiplied by the average account value over the period, multiplied by 183/366 (to reflect the one-half year period). The Example assumes that the $1,000 was invested at the net asset value per share determined at the close of business on May 31, 2020.

 

**

Absent an allocation of certain expenses to affiliates, expenses would be higher.

 

  6  


Table of Contents

Eaton Vance

International Small-Cap Fund

November 30, 2020

 

Portfolio of Investments

 

 

Common Stocks — 95.5%

 

Security   Shares     Value  
Australia — 5.6%  

Bapcor, Ltd.

    81,143     $ 418,150  

Bravura Solutions, Ltd.

    136,486       335,152  

carsales.com, Ltd.

    23,816       354,317  

Dexus

    31,398       224,957  

Evolution Mining, Ltd.

    31,200       113,842  

Magellan Financial Group, Ltd.

    4,004       173,741  

Northern Star Resources, Ltd.

    12,956       120,328  

OZ Minerals, Ltd.

    16,323       195,430  

Regis Resources, Ltd.

    39,528       107,259  

Saracen Mineral Holdings, Ltd.(1)

    36,888       128,133  

Steadfast Group, Ltd.

    47,555       135,750  

Westgold Resources, Ltd.(1)

    92,127       155,988  

WiseTech Global, Ltd.

    16,555       374,260  
            $ 2,837,307  
Austria — 2.2%  

BAWAG Group AG(1)(2)

    12,246     $ 553,272  

CA Immobilien Anlagen AG

    15,809       547,629  
            $ 1,100,901  
Belgium — 0.8%  

VGP NV

    2,779     $ 397,628  
            $ 397,628  
Canada — 7.0%  

Boyd Group Services, Inc.

    1,975     $ 322,156  

BRP, Inc.

    10,169       580,135  

Granite Real Estate Investment Trust

    7,480       440,898  

Keyera Corp.

    9,474       163,481  

Killam Apartment Real Estate Investment Trust

    33,538       455,024  

Kirkland Lake Gold, Ltd.

    4,111       168,435  

Lundin Mining Corp.

    15,477       123,701  

Pan American Silver Corp.

    5,139       151,238  

Peyto Exploration & Development Corp.

    82,042       180,041  

Quebecor, Inc., Class B

    20,443       509,068  

Seven Generations Energy, Ltd., Class A(1)

    44,680       185,780  

TMX Group, Ltd.

    2,541       250,030  
            $ 3,529,987  
China — 1.2%  

China Meidong Auto Holdings, Ltd.

    71,221     $ 309,144  

CITIC Telecom International Holdings, Ltd.

    870,968       289,720  
            $ 598,864  
Security   Shares     Value  
Denmark — 0.5%  

Topdanmark A/S

    5,410     $ 228,378  
            $ 228,378  
Finland — 0.7%  

Musti Group Oyj(1)

    12,839     $ 333,335  
            $ 333,335  
France — 0.6%  

Rubis SCA

    7,418     $ 314,780  
            $ 314,780  
Germany — 4.1%  

Carl Zeiss Meditec AG

    1,983     $ 263,676  

Jenoptik AG

    16,221       482,475  

LEG Immobilien AG

    2,202       313,192  

Norma Group SE

    13,547       599,191  

Salzgitter AG(1)

    2,282       45,742  

TeamViewer AG(1)(2)

    7,587       361,698  
            $ 2,065,974  
Ireland — 2.2%  

Irish Residential Properties REIT PLC

    229,900     $ 382,709  

Kingspan Group PLC(1)

    2,496       217,765  

UDG Healthcare PLC

    47,961       503,943  
            $ 1,104,417  
Israel — 0.9%  

Amot Investments, Ltd.

    80,538     $ 427,605  
            $ 427,605  
Italy — 6.5%  

Amplifon SpA(1)

    15,627     $ 627,334  

Banca Farmafactoring SpA(1)(2)

    101,493       558,158  

DiaSorin SpA

    1,682       354,903  

FinecoBank Banca Fineco SpA(1)

    21,094       333,026  

Interpump Group SpA

    17,164       748,604  

MARR SpA(1)

    18,412       346,365  

Moncler SpA(1)

    6,750       332,865  
            $ 3,301,255  
Japan — 27.8%  

Asahi Co., Ltd.

    7,380     $ 110,203  

Chiba Bank, Ltd. (The)

    50,845       286,445  
 

 

  7   See Notes to Financial Statements.


Table of Contents

Eaton Vance

International Small-Cap Fund

November 30, 2020

 

Portfolio of Investments — continued

 

 

Security   Shares     Value  
Japan (continued)  

Daiichikosho Co., Ltd.

    7,398     $ 237,434  

FP Corp.

    14,332       574,438  

Fukuoka Financial Group, Inc.

    15,441       273,007  

Invesco Office J REIT, Inc.

    3,122       410,061  

Itochu Techno-Solutions Corp.

    13,174       464,532  

J. Front Retailing Co., Ltd.

    46,023       367,505  

Japan Lifeline Co., Ltd.

    20,714       284,933  

K’s Holdings Corp.

    30,966       376,019  

Kewpie Corp.

    16,665       346,724  

Kose Corp.

    2,071       315,904  

Kuraray Co., Ltd.

    44,817       444,134  

Kyoritsu Maintenance Co., Ltd.

    10,900       377,049  

LaSalle Logiport REIT

    222       331,320  

Lion Corp.

    24,807       587,842  

Makita Corp.

    11,739       605,975  

Mitsui Fudosan Logistics Park, Inc.

    113       536,882  

Miura Co., Ltd.

    14,164       745,804  

Morinaga & Co., Ltd.

    12,262       447,400  

Nabtesco Corp.

    16,607       681,494  

Nohmi Bosai, Ltd.

    27,205       588,334  

Nomura Co., Ltd.

    43,141       320,689  

OSG Corp.

    21,728       390,858  

Penta-Ocean Construction Co., Ltd.

    89,847       666,782  

Sakata Seed Corp.

    10,173       327,124  

Sankyu, Inc.

    11,913       437,006  

Ship Healthcare Holdings, Inc.

    11,845       590,196  

Sumco Corp.

    32,380       654,754  

Tosei Corp.

    46,400       514,472  

Yamaha Corp.

    13,056       742,630  
            $ 14,037,950  
Luxembourg — 0.3%  

APERAM SA

    4,034     $ 153,324  
            $ 153,324  
Netherlands — 4.6%  

Aalberts NV

    18,129     $ 782,052  

BE Semiconductor Industries NV

    7,279       378,919  

Euronext NV(2)

    2,921       310,921  

IMCD NV

    6,839       852,209  
            $ 2,324,101  
New Zealand — 0.6%  

Fisher & Paykel Healthcare Corp., Ltd.

    12,187     $ 306,895  
            $ 306,895  
Security   Shares     Value  
Norway — 0.7%  

SpareBank 1 SR-Bank ASA(1)

    27,524     $ 274,537  

TGS NOPEC Geophysical Co. ASA

    5,918       81,324  
            $ 355,861  
Portugal — 0.6%  

NOS SGPS SA

    71,821     $ 274,642  
            $ 274,642  
Singapore — 0.5%  

Frasers Logistics & Commercial Trust

    223,258     $ 229,043  
            $ 229,043  
Spain — 1.5%  

Acciona SA

    1,855     $ 236,548  

Inmobiliaria Colonial Socimi SA

    55,565       532,436  
            $ 768,984  
Sweden — 6.4%  

AddTech AB, Class B

    59,933     $ 757,651  

Boliden AB

    7,617       263,442  

Bravida Holding AB(2)

    47,305       573,894  

Indutrade AB(1)

    13,535       772,524  

Lagercrantz Group AB, Class B

    53,716       438,169  

SSAB AB, Class B(1)

    27,252       74,923  

Thule Group AB(1)(2)

    10,920       367,709  
            $ 3,248,312  
Switzerland — 4.4%  

Belimo Holding AG

    39     $ 327,866  

Bossard Holding AG, Class A

    2,495       476,181  

Cembra Money Bank AG

    2,176       251,964  

Galenica AG(2)

    6,014       385,016  

Logitech International SA

    3,838       342,062  

Vontobel Holding AG

    3,230       246,381  

VZ Holding AG

    2,351       196,687  
            $ 2,226,157  
United Kingdom — 15.4%  

Abcam PLC

    26,153     $ 500,443  

Avast PLC(2)

    65,423       441,317  

Bellway PLC

    4,734       177,826  

Bodycote PLC

    33,826       318,592  

Cairn Energy PLC(1)

    93,610       198,912  

Capital & Counties Properties PLC

    180,066       323,787  

Cranswick PLC

    7,974       363,395  
 

 

  8   See Notes to Financial Statements.


Table of Contents

Eaton Vance

International Small-Cap Fund

November 30, 2020

 

Portfolio of Investments — continued

 

 

Security   Shares     Value  
United Kingdom (continued)  

Dechra Pharmaceuticals PLC

    14,143     $ 630,648  

Diploma PLC

    22,501       631,826  

First Derivatives PLC(1)

    4,847       188,031  

Games Workshop Group PLC

    4,553       596,239  

Halma PLC

    19,826       583,370  

Howden Joinery Group PLC(1)

    65,547       548,591  

Judges Scientific PLC

    5,287       416,200  

Lancashire Holdings, Ltd.

    31,807       312,507  

Nomad Foods, Ltd.(1)

    22,850       551,827  

Spirax-Sarco Engineering PLC

    1,598       235,394  

St. James’s Place PLC

    37,588       503,554  

WH Smith PLC

    14,255       267,581  
            $ 7,790,040  
United States — 0.4%  

Autoliv, Inc.

    2,477     $ 220,577  
            $ 220,577  

Total Common Stocks
(identified cost $38,638,768)

 

  $ 48,176,317  
Exchange-Traded Funds — 3.7%

 

Security   Shares     Value  
Equity Funds — 3.7%  

iShares MSCI EAFE Small-Cap ETF

    5,501     $ 353,824  

iShares MSCI Hong Kong ETF

    19,989       475,538  

iShares MSCI Singapore ETF

    15,573       329,369  

iShares S&P/TSX SmallCap Index ETF

    20,396       251,436  

Vanguard MSCI Australian Small Companies Index ETF

    10,162       466,791  

Total Exchange-Traded Funds
(identified cost $1,776,896)

 

  $ 1,876,958  
Short-Term Investments — 0.7%

 

Description   Units     Value  

Eaton Vance Cash Reserves Fund, LLC, 0.10%(3)

    338,387     $ 338,387  

Total Short-Term Investments
(identified cost $338,387)

 

  $ 338,387  

Total Investments — 99.9%
(identified cost $40,754,051)

 

  $ 50,391,662  

Other Assets, Less Liabilities — 0.1%

 

  $ 53,870  

Net Assets — 100.0%

 

  $ 50,445,532  

The percentage shown for each investment category in the Portfolio of Investments is based on net assets.

 

(1) 

Non-income producing security.

 

(2) 

Security exempt from registration under Rule 144A of the Securities Act of 1933, as amended. These securities may be sold in certain transactions in reliance on an exemption from registration (normally to qualified institutional buyers). At November 30, 2020, the aggregate value of these securities is $3,551,985 or 7.0% of the Fund’s net assets.

 

(3) 

Affiliated investment company, available to Eaton Vance portfolios and funds, which invests in high quality, U.S. dollar denominated money market instruments. The rate shown is the annualized seven-day yield as of November 30, 2020.

 

Sector Classification of Portfolio

 

Sector  

Percentage

of Net Assets

    Value  

Industrials

    24.6   $ 12,429,304  

Real Estate

    12.0       6,067,643  

Information Technology

    11.2       5,633,073  

Consumer Discretionary

    11.1       5,576,967  

Financials

    9.7       4,888,358  

Health Care

    8.8       4,447,987  

Consumer Staples

    6.5       3,286,581  

Materials

    5.6       2,820,357  

Exchange-Traded Funds

    3.7       1,876,958  

Communication Services

    3.3       1,665,181  

Energy

    1.6       809,538  

Utilities

    1.1       551,328  

Short-Term Investments

    0.7       338,387  

Total Investments

    99.9   $ 50,391,662  
 

 

  9   See Notes to Financial Statements.


Table of Contents

Eaton Vance

International Small-Cap Fund

November 30, 2020

 

Statement of Assets and Liabilities

 

 

Assets    November 30, 2020  

Unaffiliated investments, at value (identified cost, $40,415,664)

   $ 50,053,275  

Affiliated investment, at value (identified cost, $338,387)

     338,387  

Foreign currency, at value (identified cost, $4,556)

     4,565  

Dividends receivable

     85,397  

Dividends receivable from affiliated investment

     40  

Receivable for Fund shares sold

     5,934  

Tax reclaims receivable

     60,178  

Receivable from affiliates

     4,356  

Total assets

   $ 50,552,132  
Liabilities

 

Payable for Fund shares redeemed

   $ 3,657  

Payable to affiliates:

  

Investment adviser and administration fee

     36,258  

Distribution and service fees

     282  

Trustees’ fees

     477  

Accrued expenses

     65,926  

Total liabilities

   $ 106,600  

Net Assets

   $ 50,445,532  
Sources of Net Assets

 

Paid-in capital

   $ 43,097,130  

Distributable earnings

     7,348,402  

Total

   $ 50,445,532  
Class A Shares

 

Net Assets

   $ 1,417,453  

Shares Outstanding

     102,771  

Net Asset Value and Redemption Price Per Share

  

(net assets ÷ shares of beneficial interest outstanding)

   $ 13.79  

Maximum Offering Price Per Share

  

(100 ÷ 94.25 of net asset value per share)

   $ 14.63  
Class I Shares

 

Net Assets

   $ 49,028,079  

Shares Outstanding

     3,540,901  

Net Asset Value, Offering Price and Redemption Price Per Share

  

(net assets ÷ shares of beneficial interest outstanding)

   $ 13.85  

On sales of $50,000 or more, the offering price of Class A shares is reduced.

 

  10   See Notes to Financial Statements.


Table of Contents

Eaton Vance

International Small-Cap Fund

November 30, 2020

 

Statement of Operations

 

 

Investment Income   

Year Ended

November 30, 2020

 

Dividends (net of foreign taxes, $78,754)

   $ 771,500  

Dividends from affiliated investment

     4,595  

Total investment income

   $ 776,095  
Expenses         

Investment adviser and administration fee

   $ 396,448  

Distribution and service fees

  

Class A

     3,412  

Trustees’ fees and expenses

     2,881  

Custodian fee

     65,730  

Transfer and dividend disbursing agent fees

     7,233  

Legal and accounting services

     47,629  

Printing and postage

     11,352  

Registration fees

     36,749  

Miscellaneous

     9,493  

Total expenses

   $ 580,927  

Deduct —

  

Allocation of expenses to affiliates

   $ 70,689  

Total expense reductions

   $ 70,689  

Net expenses

   $ 510,238  

Net investment income

   $ 265,857  
Realized and Unrealized Gain (Loss)         

Net realized gain (loss) —

  

Investment transactions

   $ 248,776  

Investment transactions — affiliated investment

     11  

Foreign currency transactions

     (169

Net realized gain

   $ 248,618  

Change in unrealized appreciation (depreciation) —

  

Investments

   $ 4,751,312  

Investments — affiliated investment

     (18

Foreign currency

     5,674  

Net change in unrealized appreciation (depreciation)

   $ 4,756,968  

Net realized and unrealized gain

   $ 5,005,586  

Net increase in net assets from operations

   $ 5,271,443  

 

  11   See Notes to Financial Statements.


Table of Contents

Eaton Vance

International Small-Cap Fund

November 30, 2020

 

Statements of Changes in Net Assets

 

 

     Year Ended November 30,  
Increase (Decrease) in Net Assets    2020      2019  

From operations —

     

Net investment income

   $ 265,857      $ 547,068  

Net realized gain (loss)

     248,618        (1,665,307

Net change in unrealized appreciation (depreciation)

     4,756,968        6,430,983  

Net increase in net assets from operations

   $ 5,271,443      $ 5,312,744  

Distributions to shareholders —

     

Class A

   $ (27,626    $ (63,993

Class I

     (778,323      (1,428,565

Total distributions to shareholders

   $ (805,949    $ (1,492,558

Transactions in shares of beneficial interest —

     

Proceeds from sale of shares

     

Class A

   $ 401,093      $ 527,843  

Class I

     9,494,585        15,359,368  

Net asset value of shares issued to shareholders in payment of distributions declared

     

Class A

     27,626        63,993  

Class I

     778,323        1,428,565  

Cost of shares redeemed

     

Class A

     (832,116      (509,515

Class I

     (7,738,574      (9,740,933

Net increase in net assets from Fund share transactions

   $ 2,130,937      $ 7,129,321  

Net increase in net assets

   $ 6,596,431      $ 10,949,507  
Net Assets                  

At beginning of year

   $ 43,849,101      $ 32,899,594  

At end of year

   $ 50,445,532      $ 43,849,101  

 

  12   See Notes to Financial Statements.


Table of Contents

Eaton Vance

International Small-Cap Fund

November 30, 2020

 

Financial Highlights

 

 

     Class A  
     Year Ended November 30,     

Period Ended

November 30,  2016(1)

 
     2020      2019      2018      2017  
           

Net asset value — Beginning of period

   $ 12.670      $ 11.790      $ 13.440      $ 9.990      $ 10.000  
Income (Loss) From Operations                                             

Net investment income(2)

   $ 0.037      $ 0.131      $ 0.138      $ 0.004      $ 0.169  

Net realized and unrealized gain (loss)

     1.287        1.233        (1.329      3.670        (0.176

Total income (loss) from operations

   $ 1.324      $ 1.364      $ (1.191    $ 3.674      $ (0.007
Less Distributions                                             

From net investment income

   $ (0.204    $ (0.096    $ (0.202    $ (0.224    $ (0.003

From net realized gain

            (0.388      (0.257              

Total distributions

   $ (0.204    $ (0.484    $ (0.459    $ (0.224    $ (0.003

Net asset value — End of period

   $ 13.790      $ 12.670      $ 11.790      $ 13.440      $ 9.990  

Total Return(3)(4)

     10.54      12.37      (9.22 )%       37.57      (0.07 )%(5)  
Ratios/Supplemental Data                                             

Net assets, end of period (000’s omitted)

   $ 1,417      $ 1,717      $ 1,511      $ 349      $ 10  

Ratios (as a percentage of average daily net assets):

              

Expenses(4)

     1.40      1.40      1.40      1.40      1.40 %(6) 

Net investment income

     0.30      1.12      1.05      0.03      1.76 %(6) 

Portfolio Turnover

     61      70      65      65      78 %(5) 

 

(1) 

For the period from the start of business, December 16, 2015, to November 30, 2016.

 

(2) 

Computed using average shares outstanding.

 

(3) 

Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.

 

(4) 

The investment adviser and administrator and sub-adviser reimbursed certain operating expenses (equal to 0.16%, 0.21%, 0.26%, 0.97% and 1.59% of average daily net assets for the years ended November 30, 2020, 2019, 2018 and 2017 and the period from the start of business, December 16, 2015, to November 30, 2016, respectively). Absent this reimbursement, total return would be lower.

 

(5) 

Not annualized.

 

(6) 

Annualized.

 

  13   See Notes to Financial Statements.


Table of Contents

Eaton Vance

International Small-Cap Fund

November 30, 2020

 

Financial Highlights — continued

 

 

     Class I  
     Year Ended November 30,     

Period Ended

November 30,  2016(1)

 
     2020      2019      2018      2017  
           

Net asset value — Beginning of period

   $ 12.720      $ 11.840      $ 13.470      $ 10.010      $ 10.000  
Income (Loss) From Operations                                             

Net investment income(2)

   $ 0.074      $ 0.161      $ 0.143      $ 0.087      $ 0.194  

Net realized and unrealized gain (loss)

     1.289        1.242        (1.311      3.622        (0.180

Total income (loss) from operations

   $ 1.363      $ 1.403      $ (1.168    $ 3.709      $ 0.014  
Less Distributions                                             

From net investment income

   $ (0.233    $ (0.135    $ (0.205    $ (0.249    $ (0.004

From net realized gain

            (0.388      (0.257              

Total distributions

   $ (0.233    $ (0.523    $ (0.462    $ (0.249    $ (0.004

Net asset value — End of period

   $ 13.850      $ 12.720      $ 11.840      $ 13.470      $ 10.010  

Total Return(3)(4)

     10.82      12.73      (9.03 )%       37.94      0.14 %(5) 
Ratios/Supplemental Data                                             

Net assets, end of period (000’s omitted)

   $ 49,028      $ 42,132      $ 31,389      $ 15,483      $ 10,003  

Ratios (as a percentage of average daily net assets):

              

Expenses(4)

     1.15      1.15      1.15      1.15      1.15 %(6) 

Net investment income

     0.61      1.37      1.08      0.75      2.01 %(6) 

Portfolio Turnover

     61      70      65      65      78 %(5) 

 

(1) 

For the period from the start of business, December 16, 2015, to November 30, 2016.

 

(2) 

Computed using average shares outstanding.

 

(3) 

Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested.

 

(4) 

The investment adviser and administrator and sub-adviser reimbursed certain operating expenses (equal to 0.16%, 0.21%, 0.26%, 0.97% and 1.59% of average daily net assets for the years ended November 30, 2020, 2019, 2018 and 2017 and the period from the start of business, December 16, 2015, to November 30, 2016, respectively). Absent this reimbursement, total return would be lower.

 

(5) 

Not annualized.

 

(6) 

Annualized.

 

  14   See Notes to Financial Statements.


Table of Contents

Eaton Vance

International Small-Cap Fund

November 30, 2020

 

Notes to Financial Statements

 

 

1  Significant Accounting Policies

Eaton Vance International Small-Cap Fund (the Fund) is a diversified series of Eaton Vance Growth Trust (the Trust). The Trust is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company. The Fund’s investment objective is to seek long-term capital appreciation. The Fund offers two classes of shares. Class A shares are generally sold subject to a sales charge imposed at time of purchase. Class I shares are sold at net asset value and are not subject to a sales charge. Each class represents a pro-rata interest in the Fund, but votes separately on class-specific matters and (as noted below) is subject to different expenses. Realized and unrealized gains and losses and net investment income and losses, other than class-specific expenses, are allocated daily to each class of shares based on the relative net assets of each class to the total net assets of the Fund. Each class of shares differs in its distribution plan and certain other class-specific expenses.

The following is a summary of significant accounting policies of the Fund. The policies are in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP). The Fund is an investment company and follows accounting and reporting guidance in the Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 946.

A  Investment Valuation — The following methodologies are used to determine the market value or fair value of investments.

Equity Securities. Equity securities listed on a U.S. securities exchange generally are valued at the last sale or closing price on the day of valuation or, if no sales took place on such date, at the mean between the closing bid and ask prices on the exchange where such securities are principally traded. Equity securities listed on the NASDAQ Global or Global Select Market generally are valued at the NASDAQ official closing price. Unlisted or listed securities for which closing sales prices or closing quotations are not available are valued at the mean between the latest available bid and ask prices.

Foreign Securities and Currencies. Foreign securities and currencies are valued in U.S. dollars, based on foreign currency exchange rate quotations supplied by a third party pricing service. The pricing service uses a proprietary model to determine the exchange rate. Inputs to the model include reported trades and implied bid/ask spreads. The daily valuation of exchange-traded foreign securities generally is determined as of the close of trading on the principal exchange on which such securities trade. Events occurring after the close of trading on foreign exchanges may result in adjustments to the valuation of foreign securities to more accurately reflect their fair value as of the close of regular trading on the New York Stock Exchange. When valuing foreign equity securities that meet certain criteria, the Fund’s Trustees have approved the use of a fair value service that values such securities to reflect market trading that occurs after the close of the applicable foreign markets of comparable securities or other instruments that have a strong correlation to the fair-valued securities.

Affiliated Fund. The Fund may invest in Eaton Vance Cash Reserves Fund, LLC (Cash Reserves Fund), an affiliated investment company managed by Eaton Vance Management (EVM). While Cash Reserves Fund is not a registered money market mutual fund, it conducts all of its investment activities in accordance with the requirements of Rule 2a-7 under the 1940 Act. Investments in Cash Reserves Fund are valued at the closing net asset value per unit on the valuation day. Cash Reserves Fund generally values its investment securities based on available market quotations provided by a third party pricing service.

Fair Valuation. Investments for which valuations or market quotations are not readily available or are deemed unreliable are valued at fair value using methods determined in good faith by or at the direction of the Trustees of the Fund in a manner that most fairly reflects the security’s “fair value”, which is the amount that the Fund might reasonably expect to receive for the security upon its current sale in the ordinary course. Each such determination is based on a consideration of relevant factors, which are likely to vary from one pricing context to another. These factors may include, but are not limited to, the type of security, the existence of any contractual restrictions on the security’s disposition, the price and extent of public trading in similar securities of the issuer or of comparable companies or entities, quotations or relevant information obtained from broker/dealers or other market participants, information obtained from the issuer, analysts, and/or the appropriate stock exchange (for exchange-traded securities), an analysis of the company’s or entity’s financial statements, and an evaluation of the forces that influence the issuer and the market(s) in which the security is purchased and sold.

B  Investment Transactions — Investment transactions for financial statement purposes are accounted for on a trade date basis. Realized gains and losses on investments sold are determined on the basis of identified cost.

C  Income — Dividend income is recorded on the ex-dividend date for dividends received in cash and/or securities. However, if the ex-dividend date has passed, certain dividends from foreign securities are recorded as the Fund is informed of the ex-dividend date. Withholding taxes on foreign dividends and capital gains have been provided for in accordance with the Fund’s understanding of the applicable countries’ tax rules and rates. Distributions from investment companies are recorded as dividend income, capital gains or return of capital based on the nature of the distribution.

D  Federal Taxes — The Fund’s policy is to comply with the provisions of the Internal Revenue Code applicable to regulated investment companies and to distribute to shareholders each year substantially all of its net investment income, and all or substantially all of its net realized capital gains. Accordingly, no provision for federal income or excise tax is necessary.

As of November 30, 2020, the Fund had no uncertain tax positions that would require financial statement recognition, de-recognition, or disclosure. The Fund files a U.S. federal income tax return annually after its fiscal year-end, which is subject to examination by the Internal Revenue Service for a period of three years from the date of filing.

E  Expenses — The majority of expenses of the Trust are directly identifiable to an individual fund. Expenses which are not readily identifiable to a specific fund are allocated taking into consideration, among other things, the nature and type of expense and the relative size of the funds.

 

  15  


Table of Contents

Eaton Vance

International Small-Cap Fund

November 30, 2020

 

Notes to Financial Statements — continued

 

 

F  Foreign Currency Translation — Investment valuations, other assets, and liabilities initially expressed in foreign currencies are translated each business day into U.S. dollars based upon current exchange rates. Purchases and sales of foreign investment securities and income and expenses denominated in foreign currencies are translated into U.S. dollars based upon currency exchange rates in effect on the respective dates of such transactions. Recognized gains or losses on investment transactions attributable to changes in foreign currency exchange rates are recorded for financial statement purposes as net realized gains and losses on investments. That portion of unrealized gains and losses on investments that results from fluctuations in foreign currency exchange rates is not separately disclosed.

G  Use of Estimates — The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expense during the reporting period. Actual results could differ from those estimates.

H  Indemnifications — Under the Trust’s organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the Fund. Under Massachusetts law, if certain conditions prevail, shareholders of a Massachusetts business trust (such as the Trust) could be deemed to have personal liability for the obligations of the Trust. However, the Trust’s Declaration of Trust contains an express disclaimer of liability on the part of Fund shareholders and the By-laws provide that the Trust shall assume, upon request by the shareholder, the defense on behalf of any Fund shareholders. Moreover, the By-laws also provide for indemnification out of Fund property of any shareholder held personally liable solely by reason of being or having been a shareholder for all loss or expense arising from such liability. Additionally, in the normal course of business, the Fund enters into agreements with service providers that may contain indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred.

2  Distributions to Shareholders and Income Tax Information

It is the present policy of the Fund to make at least one distribution annually (normally in December) of all or substantially all of its net investment income and to distribute annually all or substantially all of its net realized capital gains. Distributions to shareholders are recorded on the ex-dividend date. Distributions are declared separately for each class of shares. Shareholders may reinvest income and capital gain distributions in additional shares of the same class of the Fund at the net asset value as of the ex-dividend date or, at the election of the shareholder, receive distributions in cash. Distributions to shareholders are determined in accordance with income tax regulations, which may differ from U.S. GAAP. As required by U.S. GAAP, only distributions in excess of tax basis earnings and profits are reported in the financial statements as a return of capital. Permanent differences between book and tax accounting relating to distributions are reclassified to paid-in capital. For tax purposes, distributions from short-term capital gains are considered to be from ordinary income.

The tax character of distributions declared for the years ended November 30, 2020 and November 30, 2019 was as follows:

 

     Year Ended November 30,  
      2020      2019  

Ordinary income

   $ 805,949      $ 708,784  

Long-term capital gains

   $      $ 783,774  

During the year ended November 30, 2020, distributable earnings was decreased by $39,152 and paid-in capital was increased by $39,152 due to the Fund’s use of equalization accounting. Tax equalization accounting allows the Fund to treat as a distribution that portion of redemption proceeds representing a redeeming shareholder’s portion of undistributed taxable income and net capital gains. These reclassifications had no effect on the net assets or net asset value per share of the Fund.

As of November 30, 2020, the components of distributable earnings (accumulated loss) on a tax basis were as follows:

 

   

Undistributed ordinary income

   $ 547,815  

Deferred capital losses

   $ (2,414,075

Net unrealized appreciation

   $ 9,214,662  

At November 30, 2020, the Fund, for federal income tax purposes, had deferred capital losses of $2,414,075 which would reduce its taxable income arising from future net realized gains on investment transactions, if any, to the extent permitted by the Internal Revenue Code, and thus would reduce the amount of distributions to shareholders, which would otherwise be necessary to relieve the Fund of any liability for federal income or excise tax. The deferred capital losses are treated as arising on the first day of the Fund’s next taxable year and retain the same short-term or long-term character as when originally deferred. Of the deferred capital losses at November 30, 2020, $1,539,218 are short-term and $874,857 are long-term.

 

  16  


Table of Contents

Eaton Vance

International Small-Cap Fund

November 30, 2020

 

Notes to Financial Statements — continued

 

 

The cost and unrealized appreciation (depreciation) of investments of the Fund at November 30, 2020, as determined on a federal income tax basis, were as follows:

 

Aggregate cost

   $ 41,180,394  

Gross unrealized appreciation

   $ 10,634,976  

Gross unrealized depreciation

     (1,423,708

Net unrealized appreciation

   $ 9,211,268  

3  Investment Adviser and Administration Fee and Other Transactions with Affiliates

The investment adviser and administration fee is earned by EVM, a wholly-owned subsidiary of Eaton Vance Corp., as compensation for investment advisory and administrative services rendered to the Fund. The fee is computed at an annual rate of 0.90% of the Fund’s average daily net assets up to $500 million and is payable monthly. On net assets of $500 million and over, the annual fee is reduced. For the year ended November 30, 2020, the investment adviser and administration fee amounted to $396,448 or 0.90% of the Fund’s average daily net assets. Pursuant to a sub-advisory agreement, EVM pays Eaton Vance Advisers International Ltd. (EVAIL), an indirect, wholly-owned subsidiary of Eaton Vance Corp., a portion of its investment adviser and administration fee for sub-advisory services provided to the Fund. EVAIL uses the portfolio management, research and other resources of its affiliate, Eaton Vance Global Advisors Limited (EVGA), in rendering investment advisory services to the Fund. EVGA has entered into a Memorandum of Understanding with EVAIL pursuant to which EVGA is considered a participating affiliate of the sub-adviser as that term is used in relief granted by the staff of the U.S. Securities and Exchange Commission allowing U.S. registered investment advisers to use portfolio management or research resources of unregistered advisory affiliates subject to the supervision of a U.S. registered adviser. The Fund invests its cash in Cash Reserves Fund. EVM does not currently receive a fee for advisory services provided to Cash Reserves Fund.

EVM and EVAIL have agreed to reimburse the Fund’s expenses to the extent that total annual operating expenses (relating to ordinary operating expenses only) exceed 1.40% and 1.15% of the Fund’s average daily net assets for Class A and Class I, respectively, through March 31, 2021. Thereafter, the reimbursement may be changed or terminated at any time. Pursuant to this agreement, EVM and EVAIL were allocated $70,689 in total of the Fund’s operating expenses for the year ended November 30, 2020.

EVM provides sub-transfer agency and related services to the Fund pursuant to a Sub-Transfer Agency Support Services Agreement. For the year ended November 30, 2020, EVM earned $1,974 from the Fund pursuant to such agreement, which is included in transfer and dividend disbursing agent fees on the Statement of Operations. The Fund was informed that Eaton Vance Distributors, Inc. (EVD), an affiliate of EVM and the Fund’s principal underwriter, received $44 as its portion of the sales charge on sales of Class A shares for the year ended November 30, 2020. EVD also received distribution and service fees from Class A shares (see Note 4).

Trustees and officers of the Fund who are members of EVM’s organization receive remuneration for their services to the Fund out of the investment adviser and administration fee. Trustees of the Fund who are not affiliated with EVM 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 November 30, 2020, no significant amounts have been deferred. Certain officers and Trustees of the Fund are officers of EVM.

4  Distribution Plan

The Fund has in effect a distribution plan for Class A shares (Class A Plan) pursuant to Rule 12b-1 under the 1940 Act. Pursuant to the Class A Plan, the Fund pays EVD a distribution and service fee of 0.25% per annum of its average daily net assets attributable to Class A shares for distribution services and facilities provided to the Fund by EVD, as well as for personal services and/or the maintenance of shareholder accounts. Distribution and service fees paid or accrued to EVD for the year ended November 30, 2020 amounted to $3,412 for Class A shares.

Distribution and service fees are subject to the limitations contained in the Financial Industry Regulatory Authority Rule 2341(d).

5  Contingent Deferred Sales Charges

Class A shares may be subject to a 1% contingent deferred sales charge (CDSC) if redeemed within 18 months of purchase (depending on the circumstances of purchase). Generally, the CDSC is based upon the lower of the net asset value at date of redemption or date of purchase. No charge is levied on shares acquired by reinvestment of dividends or capital gain distributions. For the year ended November 30, 2020, the Fund was informed that EVD received no CDSCs paid by Class A shareholders.

 

  17  


Table of Contents

Eaton Vance

International Small-Cap Fund

November 30, 2020

 

Notes to Financial Statements — continued

 

 

6  Purchases and Sales of Investments

Purchases and sales of investments, other than short-term obligations, aggregated $28,482,561 and $26,307,690, respectively, for the year ended November 30, 2020.

7  Shares of Beneficial Interest

The Fund’s Declaration of Trust permits the Trustees to issue an unlimited number of full and fractional shares of beneficial interest (without par value). Such shares may be issued in a number of different series (such as the Fund) and classes. Transactions in Fund shares were as follows:

 

     Year Ended November 30,  
Class A    2020      2019  

Sales

     34,004        44,877  

Issued to shareholders electing to receive payments of distributions in Fund shares

     2,120        6,043  

Redemptions

     (68,875      (43,571

Net increase (decrease)

     (32,751      7,349  
     Year Ended November 30,  
Class I    2020      2019  

Sales

     802,419        1,343,015  

Issued to shareholders electing to receive payments of distributions in Fund shares

     59,687        134,770  

Redemptions

     (634,037      (816,578

Net increase

     228,069        661,207  

At November 30, 2020, EVM, an Eaton Vance collective investment trust and donor advised and pooled income funds (established and maintained by a public charity) managed by EVM owned in the aggregate 78.0% of the value of the outstanding shares of the Fund.

8  Line of Credit

The Fund participates with other portfolios and funds managed by EVM and its affiliates in an $800 million unsecured line of credit agreement with a group of banks, which is in effect through October 26, 2021. Borrowings are made by the Fund solely for temporary purposes related to redemptions and other short-term cash needs. Interest is charged to the 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 0.15% on the daily unused portion of the line of credit is allocated among the participating portfolios and funds at the end of each quarter. In connection with the renewal of the agreement in October 2020, an upfront fee and arrangement fee totaling $950,000 was incurred that was allocated to the participating portfolios and funds. Because the line of credit is not available exclusively to the Fund, it may be unable to borrow some or all of its requested amounts at any particular time. The Fund did not have any significant borrowings or allocated fees during the year ended November 30, 2020.

9  Investments in Affiliated Funds

At November 30, 2020, the value of the Fund’s investment in affiliated funds was $338,387, which represents 0.7% of the Fund’s net assets. Transactions in affiliated funds by the Fund for the year ended November 30, 2020 were as follows:

 

Name of affiliated fund   Value,
beginning
of period
    Purchases     Sales
proceeds
    Net
realized
gain (loss)
    Change in
unrealized
appreciation
(depreciation)
    Value, end
of period
    Dividend
income
    Units, end
of period
 

Short-Term Investments

 

Eaton Vance Cash Reserves Fund, LLC

  $ 798,997     $ 15,248,862     $ (15,709,465   $ 11     $ (18   $ 338,387     $ 4,595       338,387  

 

  18  


Table of Contents

Eaton Vance

International Small-Cap Fund

November 30, 2020

 

Notes to Financial Statements — continued

 

 

10  Fair Value Measurements

Under generally accepted accounting principles for fair value measurements, a three-tier hierarchy to prioritize the assumptions, referred to as inputs, is used in valuation techniques to measure fair value. The three-tier hierarchy of inputs is summarized in the three broad levels listed below.

 

 

Level 1 – quoted prices in active markets for identical investments

 

 

Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

 

 

Level 3 – significant unobservable inputs (including a fund’s own assumptions in determining the fair value of investments)

In cases where the inputs used to measure fair value fall in different levels of the fair value hierarchy, the level disclosed is determined based on the lowest level input that is significant to the fair value measurement in its entirety. The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

At November 30, 2020, the hierarchy of inputs used in valuing the Fund’s investments, which are carried at value, were as follows:

 

Asset Description    Level 1      Level 2      Level 3     Total  

Common Stocks

          

Asia/Pacific

   $      $ 18,010,059      $         —     $ 18,010,059  

Developed Europe

     551,827        25,436,262              25,988,089  

Developed Middle East

            427,605              427,605  

North America

     3,750,564                     3,750,564  

Total Common Stocks

   $ 4,302,391      $ 43,873,926    $     $ 48,176,317  

Exchange-Traded Funds

   $ 1,410,167      $ 466,791      $     $ 1,876,958  

Short-Term Investments

            338,387              338,387  

Total Investments

   $ 5,712,558      $ 44,679,104      $     $ 50,391,662  

 

*

Includes foreign equity securities whose values were adjusted to reflect market trading of comparable securities or other correlated instruments that occurred after the close of trading in their applicable foreign markets.

11  Risks and Uncertainties

Risks Associated with Foreign Investments

Investing in securities issued by companies whose principal business activities are outside the United States may involve significant risks not present in domestic investments. For example, there is generally less publicly available information about foreign companies, particularly those not subject to the disclosure and reporting requirements of the U.S. securities laws. Certain foreign issuers are generally not bound by uniform accounting, auditing, and financial reporting requirements and standards of practice comparable to those applicable to domestic issuers. Investments in foreign securities also involve the risk of possible adverse changes in investment or exchange control regulations, expropriation or confiscatory taxation, limitation on the removal of funds or other assets of the Fund, political or financial instability or diplomatic and other developments which could affect such investments. Foreign securities markets, while growing in volume and sophistication, are generally not as developed as those in the United States, and securities of some foreign issuers (particularly those located in developing countries) may be less liquid and more volatile than securities of comparable U.S. companies. In general, there is less overall governmental supervision and regulation of foreign securities markets, broker/dealers and issuers than in the United States.

Pandemic Risk

An outbreak of respiratory disease caused by a novel coronavirus was first detected in China in December 2019 and subsequently spread internationally. This coronavirus has resulted in closing borders, enhanced health screenings, changes to healthcare service preparation and delivery, quarantines, cancellations, disruptions to supply chains and customer activity, as well as general concern and uncertainty. Health crises caused by outbreaks, such as the coronavirus outbreak, may exacerbate other pre-existing political, social and economic risks and disrupt normal market conditions and operations. The impact of this outbreak has negatively affected the worldwide economy, the economies of individual countries, individual companies, and the market in general, and may continue to do so in significant and unforeseen ways, as may other epidemics and pandemics that may arise in the future. Any such impact could adversely affect the Fund’s performance, or the performance of the securities in which the Fund invests.

 

  19  


Table of Contents

Eaton Vance

International Small-Cap Fund

November 30, 2020

 

Notes to Financial Statements — continued

 

 

12  Additional Information

On October 8, 2020, Morgan Stanley and Eaton Vance Corp. (“Eaton Vance”) announced that they had entered into a definitive agreement under which Morgan Stanley would acquire Eaton Vance. Under the Investment Company Act of 1940, as amended, consummation of this transaction may be deemed to result in the automatic termination of an Eaton Vance Fund’s investment advisory agreement, and, where applicable, any related sub-advisory agreement. On November 24, 2020, the Fund’s Board approved a new investment advisory and administrative agreement and a new sub-advisory agreement. The new investment advisory and administrative agreement and new sub-advisory agreement will be presented to Fund shareholders for approval, and, if approved, would take effect upon consummation of the transaction. Shareholders of record of the Fund at the close of business on December 11, 2020 who have voting power with respect to such shares are entitled to be present and vote at a joint special meeting of shareholders to be held on February 18, 2021 and at any adjournments or postponements thereof.

 

  20  


Table of Contents

Eaton Vance

International Small-Cap Fund

November 30, 2020

 

Report of Independent Registered Public Accounting Firm

 

 

To the Trustees of Eaton Vance Growth Trust and Shareholders of Eaton Vance International Small-Cap Fund:

Opinion on the Financial Statements and Financial Highlights

We have audited the accompanying statement of assets and liabilities of Eaton Vance International Small-Cap Fund (the “Fund”) (one of the funds constituting Eaton Vance Growth Trust), including the portfolio of investments, as of November 30, 2020, the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the four years in the period then ended and the period from the start of business, December 16, 2015, to November 30, 2016, and the related notes. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Fund as of November 30, 2020, and the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the four years in the period then ended and the period from the start of business, December 16, 2015, to November 30, 2016, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. Our procedures included confirmation of securities owned as of November 30, 2020, by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

/s/ Deloitte & Touche LLP

Boston, Massachusetts

January 21, 2021

We have served as the auditor of one or more Eaton Vance investment companies since 1959.

 

  21  


Table of Contents

Eaton Vance

International Small-Cap Fund

November 30, 2020

 

Federal Tax Information (Unaudited)

 

 

The Form 1099-DIV you receive in February 2021 will show the tax status of all distributions paid to your account in calendar year 2020. Shareholders are advised to consult their own tax adviser with respect to the tax consequences of their investment in the Fund. As required by the Internal Revenue Code and/or regulations, shareholders must be notified regarding the status of qualified dividend income for individuals and the foreign tax credit.

Qualified Dividend Income.  For the fiscal year ended November 30, 2020, the Fund designates approximately $673,475, or up to the maximum amount of such dividends allowable pursuant to the Internal Revenue Code, as qualified dividend income eligible for the reduced tax rate of 15%.

Foreign Tax Credit.  For the fiscal year ended November 30, 2020, the Fund paid foreign taxes of $77,594 and recognized foreign source income of $815,832.

 

  22  


Table of Contents

Eaton Vance

International Small-Cap Fund

November 30, 2020

 

Board of Trustees’ Contract Approval

 

 

Overview of the Contract Review Process

Even though the following description of the Board’s consideration of investment advisory and, as applicable, sub-advisory agreements covers multiple funds, for purposes of this shareholder report, the description is only relevant as to Eaton Vance International Small-Cap Fund.

 

Fund    Investment Adviser    Investment Sub-Adviser

Eaton Vance International Small-Cap Fund

   Eaton Vance Management    Eaton Vance Advisers International Ltd.

At a meeting held on November 24, 2020 (the “November Meeting”), the Board of each Eaton Vance open-end Fund (each, a “Fund” and, collectively, the “Funds”), including a majority of the Board members (the “Independent Trustees”) who are not “interested persons” (as defined in the Investment Company Act of 1940 (the “1940 Act”)) of the Funds, Eaton Vance Management (“EVM”) or Boston Management and Research (“BMR” and, together with EVM, the “Advisers”), voted to approve a new investment advisory agreement between each Fund and either EVM or BMR (the “New Investment Advisory Agreements”) and, for certain Funds, a new investment sub-advisory agreement between an Adviser and the applicable Sub-Adviser (the “New Investment Sub-Advisory Agreements”1 and, together with the New Investment Advisory Agreements, the “New Agreements”), each of which is intended to go into effect upon the completion of the Transaction (as defined below), as more fully described below. In voting its approval of the New Agreements at the November Meeting, the Board relied on an order issued by the Securities and Exchange Commission in response to the impacts of the COVID-19 pandemic that provided temporary relief from the in-person meeting requirements under Section 15 of the 1940 Act.

In voting its approval of the New Agreements, the Board of each Fund relied upon the recommendation of its Contract Review Committee, which is a committee comprised exclusively of Independent Trustees. Prior to and during meetings leading up to the November Meeting, the Contract Review Committee reviewed and discussed information furnished by the Advisers, the Sub-Advisers, and Morgan Stanley, as requested by the Independent Trustees, that the Contract Review Committee considered reasonably necessary to evaluate the terms of the New Agreements and to form its recommendation. Such information included, among other things, the terms and anticipated impacts of Morgan Stanley’s pending acquisition of Eaton Vance Corp. (the “Transaction”) on the Funds and their shareholders. In addition to considering information furnished specifically to evaluate the impact of the Transaction on the Funds and their respective shareholders, the Board and its Contract Review Committee also considered information furnished for prior meetings of the Board and its committees, including information provided in connection with the annual contract review process for the Funds, which most recently culminated in April 2020 (the “2020 Annual Approval Process”).

The Board of each Fund, including the Independent Trustees, concluded that the applicable New Investment Advisory Agreement and, as applicable, New Investment Sub-Advisory Agreement, including the fees payable thereunder, was fair and reasonable, and it voted to approve the New Investment Advisory Agreement and, as applicable, New Investment Sub-Advisory Agreement and to recommend that shareholders do so as well.

Shortly after the announcement of the Transaction, the Board, including all of the Independent Trustees, met with senior representatives from the Advisers and Morgan Stanley at its meeting held on October 13, 2020 to discuss certain aspects of the Transaction and the expected impacts of the Transaction on the Funds and their shareholders. As part of the Board’s evaluation process, counsel to the Independent Trustees, on behalf of the Contract Review Committee, requested additional information to assist the Independent Trustees in their evaluation of the New Agreements and the implications of the Transaction, as well as other contractual arrangements that may be affected by the Transaction. The Contract Review Committee considered information furnished by the Advisers and Morgan Stanley, their respective affiliates, and, as applicable, the Sub-Advisers during meetings on November 5, 2020, November 10, 2020, November 13, 2020, November 17, 2020 and November 24, 2020.

During its meetings on November 10, 2020 and November 17, 2020, the Contract Review Committee further discussed the approval of the New Agreements with senior representatives of the Advisers, the Affiliated Sub-Advisers, and Morgan Stanley. The representatives from the Advisers, the Affiliated Sub-Advisers, and Morgan Stanley each made presentations to, and responded to questions from, the Independent Trustees. The Contract Review Committee considered the Advisers’, the Affiliated Sub-Advisers’ and Morgan Stanley’s responses related to the Transaction and specifically to the Funds, as well as information received in connection with the 2020 Annual Approval Process, with respect to its evaluation of the New Agreements. Among other information, the Board considered:

Information about the Transaction and its Terms

 

   

Information about the material terms and conditions, and expected impacts, of the Transaction that relate to the Funds, including the expected impacts on the businesses conducted by the Advisers, the Affiliated Sub-Advisers and Eaton Vance Distributors, Inc., as the distributor of Fund shares;

 

   

Information about the advantages of the Transaction as they relate to the Funds and their shareholders;

 

1 

With respect to certain of the Funds, the applicable Adviser is currently a party to a sub-advisory agreement (collectively, the “Current Sub-Advisory Agreements”) with Atlanta Capital Management Company, LLC (“Atlanta Capital”), BMO Global Asset Management (Asia) Limited, Eaton Vance Advisers International Ltd. (“EVAIL”), Goldman Sachs Asset Management, L.P., Hexavest Inc. (“Hexavest”), Parametric Portfolio Associates LLC (“Parametric”) or Richard Bernstein Advisors LLC (collectively, the “Sub-Advisers” and, with respect to Atlanta Capital, EVAIL, Hexavest and Parametric, each an affiliate of the Advisers, the “Affiliated Sub-Advisers”). Accordingly, references to the “Sub-Advisers,” the “Affiliated Sub-Advisers” or the “New Sub-Advisory Agreements” are not applicable to all Funds.

 

  23  


Table of Contents

Eaton Vance

International Small-Cap Fund

November 30, 2020

 

Board of Trustees’ Contract Approval — continued

 

 

   

A commitment that the Funds would not bear any expenses, directly or indirectly, in connection with the Transaction;

 

   

A commitment that, for a period of three years after the Closing, at least 75% of each Fund’s Board members must not be “interested persons” (as defined in the 1940 Act) of the investment adviser (or predecessor investment adviser, if applicable) pursuant to Section 15(f)(1)(A) of the 1940 Act;

 

   

A commitment that Morgan Stanley would use its reasonable best efforts to ensure that it did not impose any “unfair burden” (as that term is used in section 15(f)(1)(B) of the 1940 Act) on the Funds as a result of the Transaction;

 

   

Information with respect to personnel and/or other resources of the Advisers and their affiliates, including the Affiliated Sub-Advisers, as a result of the Transaction, as well as any expected changes to compensation, including any retention-based compensation intended to incentivize key personnel at the Advisers and their affiliates, including the Affiliated Sub-Advisers;

 

   

Information regarding any changes that are expected with respect to the Funds’ slate of officers as a result of the Transaction;

Information about Morgan Stanley

 

   

Information about Morgan Stanley’s overall business, including information about the advisory, brokerage and related businesses that Morgan Stanley operates;

 

   

Information about Morgan Stanley’s financial condition, including its access to capital and other resources required to support the investment advisory businesses related to the Funds;

 

   

Information on how the Funds are expected to fit within Morgan Stanley’s overall business strategy, and any changes that Morgan Stanley contemplates implementing to the Funds in the short- or long-term following the closing of the Transaction (the “Closing”);

 

   

Information regarding risk management functions at Morgan Stanley and its affiliates, including how existing risk management protocols and procedures may impact the Funds and/or the businesses of the Advisers and their affiliates, including the Affiliated Sub-Advisers, as they relate to the Funds;

 

   

Information on the anticipated benefits of the Transaction to the Funds with respect to potential additional distribution capabilities and the ability to access new markets and customer segments through Morgan Stanley’s distribution network, including, in particular, its institutional client base;

 

   

Information regarding the financial condition and reputation of Morgan Stanley, its worldwide presence, experience as a fund sponsor and manager, commitment to maintain a high level of cooperation with, and support to, the Funds, strong client service capabilities, and relationships in the asset management industry;

Information about the New Agreements for Funds

 

   

A representation that, after the Closing, all of the Funds will continue to be advised by their current Adviser and Sub-Adviser, as applicable;

 

   

Information regarding the terms of the New Agreements, including certain changes as compared to the current investment advisory agreement between each Fund and its Adviser (collectively, the “Current Advisory Agreements”) and, as applicable, the current investment sub-advisory agreement between a Fund and a Sub-Adviser (together with the Current Advisory Agreements, the “Current Agreements”);

 

   

Information confirming that the fee rates payable under the New Agreements are not changed as compared to the Current Agreements;

 

   

A representation that the New Agreements will not cause any diminution in the nature, extent and quality of services provided by the Advisers and the Sub-Advisers to the Funds and their respective shareholders, including with respect to compliance and other non-advisory services;

Information about Fund Performance, Fees and Expenses

 

   

A report from an independent data provider comparing the investment performance of each Fund (including, as relevant, total return data, income data, Sharpe ratios and information ratios) to the investment performance of comparable funds and, as applicable, benchmark indices, over various time periods as of the 2020 Annual Approval Process, as well as performance information as of a more recent date;

 

   

A report from an independent data provider comparing each Fund’s total expense ratio (and its components) to those of comparable funds as of the 2020 Annual Approval Process, as well as fee and expense information as of a more recent date;

 

   

In certain instances, data regarding investment performance relative to customized groups of peer funds and blended indices identified by the Advisers in consultation with the Portfolio Management Committee of the Board as of the 2020 Annual Approval Process, as well as corresponding performance information as of a more recent date;

 

   

Comparative information concerning the fees charged and services provided by the Adviser and the Sub-Adviser to each Fund in managing other accounts (which may include other mutual funds, collective investment funds and institutional accounts) using investment strategies and techniques similar to those used in managing such Fund(s), if any;

 

   

Profitability analyses of the Advisers and the Affiliated Sub-Advisers, as applicable, with respect to each of the Funds as of the 2020 Annual Approval Process, as well as information regarding the impact of the Transaction on profitability;

Information about Portfolio Management and Trading

 

   

Descriptions of the investment management services currently provided and expected to be provided to each Fund after the Transaction, as well as each of the Funds’ investment strategies and policies;

 

   

The procedures and processes used to determine the fair value of Fund assets, when necessary, and actions taken to monitor and test the effectiveness of such procedures and processes;

 

  24  


Table of Contents

Eaton Vance

International Small-Cap Fund

November 30, 2020

 

Board of Trustees’ Contract Approval — continued

 

 

   

Information about any changes to the policies and practices of the Advisers and, as applicable, each Fund’s Sub-Adviser with respect to trading, including their processes for seeking best execution of portfolio transactions;

 

   

Information regarding the impact on trading and access to capital markets associated with the Funds’ affiliations with Morgan Stanley and its affiliates, including potential restrictions with respect to the Funds’ ability to execute portfolio transactions with Morgan Stanley and its affiliates;

Information about the Advisers and the Sub-Advisers

 

   

Information about the financial results and condition of the Advisers and the Affiliated Sub-Advisers since the culmination of the 2020 Annual Approval Process and any material changes in financial condition that are reasonably expected to occur before and after the Closing;

 

   

Information regarding contemplated changes to the individual investment professionals whose responsibilities include portfolio management and investment research for the Funds, and, for portfolio managers and certain other investment professionals, information relating to their responsibilities with respect to managing other mutual funds and investment accounts, as applicable, post-Closing;

 

   

The Code of Ethics of the Advisers and their affiliates, including the Affiliated Sub-Advisers, together with information relating to compliance with, and the administration of, such codes;

 

   

Policies and procedures relating to proxy voting and the handling of corporate actions and class actions;

 

   

Information concerning the resources devoted to compliance efforts undertaken by the Advisers and their affiliates, including the Affiliated Sub-Advisers, including descriptions of their various compliance programs and their record of compliance;

 

   

Information concerning the business continuity and disaster recovery plans of the Advisers and their affiliates, including the Affiliated Sub-Advisers;

 

   

A description of the Advisers’ oversight of the Sub-Advisers, including with respect to regulatory and compliance issues, investment management and other matters;

Other Relevant Information

 

   

Information concerning the nature, cost and character of the administrative and other non-investment advisory services provided by the Advisers and their affiliates;

 

   

Information concerning oversight of the relationship with the custodian, subcustodians and fund accountants by EVM and/or administrator to each of the Funds;

 

   

Confirmation that the Advisers intend to continue to manage the Funds in a manner materially consistent with each Fund’s current investment objective(s) and principal investment strategies;

 

   

Information regarding Morgan Stanley’s commitment to maintaining competitive compensation arrangements to attract and retain highly qualified personnel;

 

   

Confirmation that the Advisers’ current senior management teams have indicated their strong support of the Transaction; and

 

   

Information regarding the fact that Morgan Stanley and Eaton Vance Corp. will each derive benefits from the Transaction and that, as a result, they have a financial interest in the matters that were being considered.

As indicated above, the Board and its Contract Review Committee also considered information received at its regularly scheduled meetings throughout the year, which included information from portfolio managers and other investment professionals of the Advisers and the Sub-Advisers regarding investment and performance matters, and considered various investment and trading strategies used in pursuing the Funds’ investment objectives. The Board also received information regarding risk management techniques employed in connection with the management of the Funds. The Board and its committees evaluated issues pertaining to industry and regulatory developments, compliance procedures, fund governance and other issues with respect to the Funds, and received and participated in reports and presentations provided by the Advisers and their affiliates, including the Affiliated Sub-Advisers, with respect to such matters.

The Contract Review Committee was advised throughout the evaluation process by Goodwin Procter LLP, independent legal counsel for the Independent Trustees. The members of the Contract Review Committee, with the advice of such counsel, exercised their own business judgment in determining the material factors to be considered in evaluating the New Agreements and the weight to be given to each such factor. The conclusions reached with respect to the New Agreements were based on a comprehensive evaluation of all the information provided and not any single factor. Moreover, each Independent Trustee may have placed varying emphasis on particular factors in reaching conclusions with respect to the New Agreements.

Nature, Extent and Quality of Services

In considering whether to approve the New Agreements, the Board evaluated the nature, extent and quality of services currently provided to each Fund by the Advisers and, as applicable, the Sub-Advisers under the Current Agreements. In evaluating the nature, extent and quality of services to be provided by the Advisers and the Sub-Advisers under the New Agreements, the Board considered, among other information, the expected impact, if any, of the Transaction on the operations, facilities, organization and personnel of the Advisers and the Sub-Advisers, and that Morgan Stanley and the Advisers have advised the Board that, following the Transaction, there is not expected to be any diminution in the nature, extent and quality of services provided by the Advisers and the Sub-Advisers, as applicable, to the Funds and their shareholders, including compliance and other non-advisory services, and that there are not expected to be any changes in portfolio management personnel as a result of the Transaction.

 

  25  


Table of Contents

Eaton Vance

International Small-Cap Fund

November 30, 2020

 

Board of Trustees’ Contract Approval — continued

 

 

The Board also considered the financial resources of Morgan Stanley and the Advisers and the importance of having a Fund manager with, or with access to, significant organizational and financial resources. The Board considered the benefits to the Funds of being part of a larger combined organization with greater financial resources following the Transaction, particularly during periods of market disruptions and volatility. In this regard, the Board considered information provided by Morgan Stanley regarding its business and operating structure, scale of operation, leadership and reputation, distribution capabilities, and financial condition, as well as information on how the Funds are expected to fit within Morgan Stanley’s overall business strategy and any changes that Morgan Stanley contemplates in the short- or long-term following the Closing. The Board also noted Morgan Stanley’s and the Advisers’ commitment to keep the Board apprised of developments with respect to its long-term integration plans for the Advisers, the Affiliated Sub-Advisers, and existing Morgan Stanley affiliates and their respective personnel.

The Board considered the Advisers’ and the Sub-Advisers’ management capabilities and investment processes in light of the types of investments held by each Fund, including the education, experience and number of investment professionals and other personnel who provide portfolio management, investment research, and similar services to each Fund. In particular, the Board considered the abilities and experience of the Advisers’ and, as applicable, the Sub-Advisers’ investment professionals in implementing each Fund’s investment strategies. The Board also took into account the resources dedicated to portfolio management and other services, the compensation methods of the Advisers and other factors, including the reputation and resources of the Advisers to recruit and retain highly qualified research, advisory and supervisory investment professionals. With respect to the recruitment and retention of key personnel, the Board noted information from Morgan Stanley and the Advisers regarding the benefits of joining Morgan Stanley. In addition, the Board considered the time and attention devoted to the Funds by senior management, as well as the infrastructure, operational capabilities and support staff in place to assist in the portfolio management and operations of the Funds, including the provision of administrative services. With respect to the foregoing, the Board also considered information from the Advisers and Morgan Stanley regarding the anticipated impact of the Transaction on such matters. The Board also considered the business-related and other risks to which the Advisers or their affiliates may be subject in managing the Funds and in connection with the Transaction.

The Board considered the compliance programs of the Advisers and relevant affiliates thereof, including the Affiliated Sub-Advisers. The Board considered compliance and reporting matters regarding, among other things, personal trading by investment professionals, disclosure of portfolio holdings, late trading, frequent trading, portfolio valuation, business continuity and the allocation of investment opportunities. The Board also considered the responses of the Advisers and their affiliates to requests in recent years from regulatory authorities, such as the Securities and Exchange Commission and the Financial Industry Regulatory Authority. The Board also considered certain information relating to the compliance record of Morgan Stanley and its affiliates, including information requests in recent years from regulatory authorities. With respect to the foregoing, including the compliance programs of the Advisers and the Sub-Advisers, the Board noted information regarding the impacts of the Transaction, as well as the Advisers’ and Morgan Stanley’s commitment to keep the Board apprised of developments with respect to its long-term integration plans for the Advisers, the Affiliated Sub-Advisers and existing Morgan Stanley affiliates and their respective personnel.

The Board considered other administrative services provided and to be provided or overseen by the Advisers and their affiliates, including transfer agency and accounting services. The Board evaluated the benefits to shareholders of investing in a fund that is a part of a large fund complex offering exposure to a variety of asset classes and investment disciplines, as well as the ability, in many cases, to exchange an investment among different funds without incurring additional sales charges. The Board noted information that the Transaction was not expected to have any material impact on such matters in the near-term.

In evaluating the nature, extent and quality of the services to be provided under the New Agreements, the Board also considered investment performance information provided for each Fund in connection with the 2020 Annual Approval Process, as well as information provided as of a more recent date. In this regard, the Board compared each Fund’s investment performance to that of comparable funds identified by an independent data provider (the peer group), as well as appropriate benchmark indices and, for certain Funds, a custom peer group of similarly managed funds. The Board also considered, where applicable, Fund-specific performance explanations based on criteria established by the Board in connection with the 2020 Annual Approval Process and, where applicable, performance explanations as of a more recent date. In addition to the foregoing information, it was also noted that the Board has received and discussed with management information throughout the year at periodic intervals comparing each Fund’s performance against applicable benchmark indices and peer groups. In addition, the Board considered each Fund’s performance in light of overall financial market conditions. Where a Fund’s relative underperformance to its peers was significant during one or more specified periods, the Board noted the explanation from the applicable Adviser concerning the Fund’s relative performance versus its peer group.

After consideration of the foregoing factors, among others, and based on their review of the materials provided and the assurances received from, and recommendations of, the Advisers and Morgan Stanley, the Board determined that the Transaction was not expected to adversely affect the nature, extent and quality of services provided to the Funds by the Advisers and their affiliates, including the Affiliated Sub-Advisers, and that the Transaction was not expected to have an adverse effect on the ability of the Advisers and their affiliates, including the Affiliated Sub-Advisers, to provide those services. The Board concluded that the nature, extent and quality of services expected to be provided by the Advisers and the Sub-Advisers, taken as a whole, are appropriate and expected to be consistent with the terms of the New Agreements.

Management Fees and Expenses

The Board considered contractual fee rates payable by each Fund for advisory and administrative services (referred to collectively as “management fees”) in connection with the 2020 Annual Approval Process, as well as information provided as of a more recent date. As part of its review, the Board considered each Fund’s management fees and total expense ratio over various periods, as compared to those of comparable funds, before and after giving effect to any

 

  26  


Table of Contents

Eaton Vance

International Small-Cap Fund

November 30, 2020

 

Board of Trustees’ Contract Approval — continued

 

 

undertaking to waive fees or reimburse expenses. The Board also considered factors, and, where applicable, certain Fund-specific factors, that had an impact on a Fund’s total expense ratio relative to comparable funds, as identified by the Advisers in response to inquiries from the Contract Review Committee. The Board considered that the New Agreements do not change a Fund’s management fee rate or the computation method for calculating such fees, including any separately executed permanent contractual management fee reduction currently in place for the Fund.

The Board also received and considered, where applicable, information about the services offered and the fee rates charged by the Advisers and the Sub-Advisers to other types of accounts with investment objectives and strategies that are substantially similar to and/or managed in a similar investment style as a Fund. In this regard, the Board received information about the differences in the nature and scope of services the Advisers and the Sub-Advisers, as applicable, provide to the Funds as compared to other types of accounts and the material differences in compliance, reporting and other legal burdens and risks to the Advisers and such Sub-Advisers as between the Fund and other types of accounts.

After considering the foregoing information, and in light of the nature, extent and quality of the services expected to be provided by the Advisers and the Sub-Advisers, the Board concluded that the management fees charged for advisory and related services are reasonable with respect to its approval of the New Agreements.

Profitability and “Fall-Out” Benefits

During the 2020 Annual Approval Process, the Board considered the level of profits realized by the Advisers and relevant affiliates thereof, including the Affiliated Sub-Advisers, in providing investment advisory and administrative services to the Funds and to all Eaton Vance funds as a group. The Board considered the level of profits realized without regard to marketing support or other payments by the Advisers and their affiliates to third parties in respect of distribution or other services. In light of the foregoing factors and the nature, extent and quality of the services rendered, the profits realized by the Advisers and their affiliates, including the Sub-Advisers, were not deemed to be excessive by the Board.

The Board noted that Morgan Stanley and the Advisers are expected to realize, over time, cost savings from the Transaction based on eliminating duplicate corporate overhead expenses. The Board considered, however, information from the Advisers and Morgan Stanley that such cost savings are not expected to be realized immediately upon the Closing and that, accordingly, there are currently no specific expected changes in the levels of profitability associated with the advisory and other services provided to the Funds that are contemplated as a result of the Transaction. The Board noted that it will continue to receive information regarding profitability during its annual contract review processes, including the extent to which cost savings and/or other efficiencies result in changes to profitability levels.

The Board also considered direct or indirect fall-out benefits received by the Advisers and their affiliates, including the Affiliated Sub-Advisers, in connection with their respective relationships with the Funds, including the benefits of research services that may be available to the Advisers and their affiliates as a result of securities transactions effected for the Funds and other investment advisory clients. In evaluating the fall-out benefits to be received by the Advisers and their affiliates under the New Agreements, the Board considered whether the Transaction would have an impact on the fall-out benefits currently realized by the Advisers and their affiliates in connection with services provided pursuant to the Current Advisory Agreements.

The Board of each Fund considered that Morgan Stanley may derive reputational and other benefits from its ability to use the names of the Advisers and their affiliates in connection with operating and marketing the Funds. The Board considered that the Transaction, if completed, would significantly increase Morgan Stanley’s assets under management and expand Morgan Stanley’s investment capabilities.

Economies of Scale

The Board also considered the extent to which the Advisers and their affiliates, on the one hand, and the Funds, on the other hand, can expect to realize benefits from economies of scale as the assets of the Funds increase. The Board acknowledged the difficulty in accurately measuring the benefits resulting from economies of scale, if any, with respect to the management of any specific Fund or group of funds. As part of the 2020 Annual Approval Process, the Board reviewed data summarizing the increases and decreases in the assets of the Funds and of all Eaton Vance funds as a group over various time periods, and evaluated the extent to which the total expense ratio of each Fund and the profitability of the Advisers and their affiliates may have been affected by such increases or decreases.

The Board noted that Morgan Stanley and the Advisers are expected to benefit from possible growth of the Funds resulting from enhanced distribution capabilities, including with respect to the Funds’ potential access to Morgan Stanley’s institutional client base. Based upon the foregoing, the Board concluded that the Funds currently share in the benefits from economies of scale, if any, when they are realized by the Advisers, and that the Transaction is not expected to impede a Fund from continuing to benefit from any future economies of scale realized by its Adviser.

Conclusion

Based on its consideration of the foregoing, and such other information it deemed relevant, including the factors and conclusions described above, the Contract Review Committee recommended to the Board approval of the New Agreements. Based on the recommendation of the Contract Review Committee, the Board, including a majority of the Independent Trustees, unanimously voted to approve the New Agreements for the Funds and recommended that shareholders approve the New Agreements.

 

  27  


Table of Contents

Eaton Vance

International Small-Cap Fund

November 30, 2020

 

Management and Organization

 

 

Fund Management.  The Trustees of Eaton Vance Growth Trust (the Trust) are responsible for the overall management and supervision of the Trust’s affairs. The Trustees and officers of the Trust 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 hold indefinite terms of office. The “noninterested Trustees” consist of those Trustees who are not “interested persons” of the Trust, as that term is defined under the 1940 Act. The business address of each Trustee and officer is Two International Place, Boston, Massachusetts 02110. As used below, “EVC” refers to Eaton Vance Corp., “EV” refers to Eaton Vance, Inc., “EVM” refers to Eaton Vance Management, “BMR” refers to Boston Management and Research and “EVD” refers to Eaton Vance Distributors, Inc. EVC and EV are the corporate parent and trustee, respectively, of EVM and BMR. EVD is the Fund’s principal underwriter and a wholly-owned subsidiary of EVC. Each officer affiliated with Eaton Vance may hold a position with other Eaton Vance affiliates that is comparable to his or her position with EVM listed below. Each Trustee oversees 144 portfolios (with the exception of Messrs. Faust and Wennerholm and Ms. Frost who oversee 143 portfolios) in the Eaton Vance Complex (including all master and feeder funds in a master feeder structure). Each officer serves as an officer of certain other Eaton Vance funds. Each Trustee and officer serves until his or her successor is elected.

 

Name and Year of Birth   

Position(s)

with the

Trust

    

Trustee

Since(1)

    

Principal Occupation(s) and Directorships

During Past Five Years and Other Relevant Experience

Interested Trustee

Thomas E. Faust Jr.

1958

   Trustee      2007     

Chairman, Chief Executive Officer and President of EVC, Director and President of EV, Chief Executive Officer and President of EVM and BMR, and Director of EVD. Trustee and/or officer of 143 registered investment companies. Mr. Faust is an interested person because of his positions with EVM, BMR, EVD, EVC and EV, which are affiliates of the Trust.

Directorships in the Last Five Years. Director of EVC and Hexavest Inc. (investment management firm).

Noninterested Trustees

Mark R. Fetting

1954

   Trustee      2016     

Private investor. Formerly held various positions at Legg Mason, Inc. (investment management firm) (2000-2012), including President, Chief Executive Officer, Director and Chairman (2008-2012), Senior Executive Vice President (2004-2008) and Executive Vice President (2001-2004). Formerly, President of Legg Mason family of funds (2001-2008). Formerly, Division President and Senior Officer of Prudential Financial Group, Inc. and related companies (investment management firm) (1991-2000).

Other Directorships in the Last Five Years. None

Cynthia E. Frost

1961

   Trustee      2014     

Private investor. Formerly, Chief Investment Officer of Brown University (university endowment) (2000-2012). Formerly, Portfolio Strategist for Duke Management Company (university endowment manager) (1995-2000). Formerly, Managing Director, Cambridge Associates (investment consulting company) (1989-1995). Formerly, Consultant, Bain and Company (management consulting firm) (1987-1989). Formerly, Senior Equity Analyst, BA Investment Management Company (1983-1985).

Other Directorships in the Last Five Years. None.

George J. Gorman

1952

   Trustee      2014     

Principal at George J. Gorman LLC (consulting firm). Formerly, Senior Partner at Ernst & Young LLP (a registered public accounting firm) (1974-2009).

Other Directorships in the Last Five Years. Formerly, Trustee of the BofA Funds Series Trust (11 funds) (2011-2014) and of the Ashmore Funds (9 funds) (2010-2014).

Valerie A. Mosley

1960

   Trustee      2014     

Chairwoman and Chief Executive Officer of Valmo Ventures (a consulting and investment firm). Formerly, Partner and Senior Vice President, Portfolio Manager and Investment Strategist at Wellington Management Company, LLP (investment management firm) (1992-2012). Formerly, Chief Investment Officer, PG Corbin Asset Management (1990-1992). Formerly worked in institutional corporate bond sales at Kidder Peabody (1986-1990).

Other Directorships in the Last Five Years. Director of DraftKings, Inc.

(digital sports entertainment and gaming company) (since September 2020). Director of Groupon, Inc. (e-commerce provider) (since April 2020). Director of Envestnet, Inc. (provider of intelligent systems for wealth management and financial wellness) (since 2018). Formerly, Director of Dynex Capital, Inc. (mortgage REIT) (2013-2020).

 

  28  


Table of Contents

Eaton Vance

International Small-Cap Fund

November 30, 2020

 

Management and Organization — continued

 

 

Name and Year of Birth   

Position(s)

with the

Trust

    

Trustee

Since(1)

    

Principal Occupation(s) and Directorships

During Past Five Years and Other Relevant Experience

Noninterested Trustees (continued)

William H. Park

1947

   Chairperson of the Board and Trustee     

2016 (Chairperson)

2003 (Trustee)

    

Private investor. Formerly, Consultant (management and transactional) (2012-2014). Formerly, Chief Financial Officer, Aveon Group L.P. (investment management firm) (2010-2011). Formerly, Vice Chairman, Commercial Industrial Finance Corp. (specialty finance company) (2006-2010). Formerly, President and Chief Executive Officer, Prizm Capital Management, LLC (investment management firm) (2002-2005). Formerly, Executive Vice President and Chief Financial Officer, United Asset Management Corporation (investment management firm) (1982-2001). Formerly, Senior Manager, Price Waterhouse (now PricewaterhouseCoopers) (a registered public accounting firm) (1972-1981).

Other Directorships in the Last Five Years. None.

Helen Frame Peters

1948

   Trustee      2008     

Professor of Finance, Carroll School of Management, Boston College. Formerly, Dean, Carroll School of Management, Boston College (2000-2002). Formerly, Chief Investment Officer, Fixed Income, Scudder Kemper Investments (investment management firm) (1998-1999). Formerly, Chief Investment Officer, Equity and Fixed Income, Colonial Management Associates (investment management firm) (1991-1998).

Other Directorships in the Last Five Years. None.

Keith Quinton

1958

   Trustee      2018     

Private investor, researcher and lecturer. Independent Investment Committee Member at New Hampshire Retirement System (since 2017). Formerly, Portfolio Manager and Senior Quantitative Analyst at Fidelity Investments (investment management firm) (2001-2014).

Other Directorships in the Last Five Years. Director (since 2016) and

Chairman (since 2019) of New Hampshire Municipal Bond Bank.

Marcus L. Smith

1966

   Trustee      2018     

Private investor. Member of Posse Boston Advisory Board (foundation) (since 2015). Formerly, Portfolio Manager at MFS Investment Management (investment management firm) (1994-2017).

Other Directorships in the Last Five Years. Director of MSCI Inc. (global provider of investment decision support tools) (since 2017). Formerly, Director of DCT Industrial Trust Inc. (logistics real estate company)

(2017-2018).

Susan J. Sutherland

1957

   Trustee      2015     

Private investor. Director of Ascot Group Limited and certain of its subsidiaries (insurance and reinsurance) (since 2017). Formerly, Director of Hagerty Holding Corp. (insurance and reinsurance) (2015-2018). Formerly, Associate, Counsel and Partner at Skadden, Arps, Slate, Meagher & Flom LLP (law firm) (1982-2013).

Other Directorships in the Last Five Years. Formerly, Director of Montpelier Re Holdings Ltd. (global provider of customized insurance and reinsurance products) (2013-2015).

Scott E. Wennerholm

1959

   Trustee      2016     

Private Investor. Formerly, Trustee at Wheelock College (postsecondary institution) (2012-2018). Formerly, Consultant at GF Parish Group (executive recruiting firm) (2016-2017). Formerly, Chief Operating Officer and Executive Vice President at BNY Mellon Asset Management (investment management firm) (2005-2011). Formerly, Chief Operating Officer and Chief Financial Officer at Natixis Global Asset Management (investment management firm) (1997-2004). Formerly, Vice President at Fidelity Investments Institutional Services (investment management firm) (1994-1997).

Other Directorships in the Last Five Years. None.

 

  29  


Table of Contents

Eaton Vance

International Small-Cap Fund

November 30, 2020

 

Management and Organization — continued

 

 

Name and Year of Birth   

Position(s)

with the

Trust

    

Officer

Since(2)

    

Principal Occupation(s)

During Past Five Years

Principal Officers who are not Trustees

Eric A. Stein

1980

   President      2020      Vice President and Chief Investment Officer, Fixed Income of EVM and BMR. Prior to November 1, 2020, Mr. Stein was a co-Director of Eaton Vance’s Global Income Investments. Also Vice President of Calvert Research and Management (“CRM”).

Deidre E. Walsh

1971

   Vice President      2021      Vice President of EVM and BMR.

Maureen A. Gemma

1960

   Secretary and Chief Legal Officer      2005      Vice President of EVM and BMR. Also Vice President of CRM.

James F. Kirchner

1967

   Treasurer      2007      Vice President of EVM and BMR. Also Vice President of CRM.

Richard F. Froio

1968

   Chief Compliance Officer      2017      Vice President of EVM and BMR since 2017. Formerly Deputy Chief Compliance Officer (Adviser/Funds) and Chief Compliance Officer (Distribution) at PIMCO (2012-2017) and Managing Director at BlackRock/Barclays Global Investors (2009-2012).

 

(1) 

Year first appointed to serve as Trustee for a fund in the Eaton Vance family of funds. Each Trustee has served continuously since appointment unless indicated otherwise.

(2) 

Year first elected to serve as officer of a fund in the Eaton Vance family of funds when the officer has served continuously. Otherwise, year of most recent election as an officer of a fund in the Eaton Vance family of funds. Titles may have changed since initial election.

The SAI for the Fund includes additional information about the Trustees and officers of the Fund and can be obtained without charge on Eaton Vance’s website at www.eatonvance.com or by calling 1-800-262-1122.

 

  30  


Table of Contents

Eaton Vance Funds

 

IMPORTANT NOTICES

 

 

Privacy.  The Eaton Vance organization is committed to ensuring your financial privacy. Each entity listed below has adopted privacy policy and procedures (“Privacy Program”) Eaton Vance believes is reasonably designed to protect your personal information and to govern when and with whom Eaton Vance may share your personal information.

 

 

At the time of opening an account, Eaton Vance generally requires you to provide us with certain information such as name, address, social security number, tax status, account numbers, and account balances. This information is necessary for us to both open an account for you and to allow us to satisfy legal requirements such as applicable anti-money laundering reviews and know-your-customer requirements.

 

 

On an ongoing basis, in the normal course of servicing your account, Eaton Vance may share your information with unaffiliated third parties that perform various services for Eaton Vance and/or your account. These third parties include transfer agents, custodians, broker/dealers and our professional advisers including auditors, accountants, and legal counsel. Eaton Vance may share your personal information with our affiliates. Eaton Vance may also share your information as required or permitted by applicable law.

 

 

We have adopted a Privacy Program we believe is reasonably designed to protect the confidentiality of your personal information and to prevent unauthorized access to your information.

 

 

We reserve the right to change our Privacy Program at any time upon proper notification to you. You may want to review our Privacy Program periodically for changes by accessing the link on our homepage: www.eatonvance.com.

Our pledge of protecting your personal information applies to the following entities within the Eaton Vance organization: the Eaton Vance Family of Funds, Eaton Vance Management, Eaton Vance WaterOak Advisors, Eaton Vance Distributors, Inc., Eaton Vance Trust Company, Eaton Vance Management (International) Limited, Eaton Vance Advisers International Ltd., Eaton Vance Global Advisors Limited, Eaton Vance Management’s Real Estate Investment Group, Boston Management and Research, Calvert Research and Management, and Calvert Funds. This notice supersedes all previously issued privacy disclosures. For more information about Eaton Vance’s Privacy Program or about how your personal information may be used, please call 1-800-262-1122.

Delivery of Shareholder Documents.  The Securities and Exchange Commission (SEC) permits funds to deliver only one copy of shareholder documents, including prospectuses, proxy statements and shareholder reports, to fund investors with multiple accounts at the same residential or post office box address. This practice is often called “householding” and it helps eliminate duplicate mailings to shareholders. Eaton Vance, or your financial intermediary, may household the mailing of your documents indefinitely unless you instruct Eaton Vance, or your financial intermediary, otherwise. If you would prefer that your Eaton Vance documents not be householded, please contact Eaton Vance at 1-800-262-1122, or contact your financial intermediary. Your instructions that householding not apply to delivery of your Eaton Vance documents will typically be effective within 30 days of receipt by Eaton Vance or your financial intermediary.

Portfolio Holdings.  Each Eaton Vance Fund and its underlying Portfolio(s) (if applicable) files a schedule of portfolio holdings on Part F to Form N-PORT with the SEC. Certain information filed on Form N-PORT may be viewed on the Eaton Vance website at www.eatonvance.com, by calling Eaton Vance at 1-800-262-1122 or in the EDGAR database on the SEC’s website at www.sec.gov.

Proxy Voting.  From time to time, funds are required to vote proxies related to the securities held by the funds. The Eaton Vance Funds or their underlying Portfolios (if applicable) vote proxies according to a set of policies and procedures approved by the Funds’ and Portfolios’ Boards. You may obtain a description of these policies and procedures and information on how the Funds or Portfolios voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge, upon request, by calling 1-800-262-1122 and by accessing the SEC’s website at www.sec.gov.

 

  31  


Table of Contents

This Page Intentionally Left Blank


Table of Contents

Investment Adviser and Administrator

Eaton Vance Management

Two International Place

Boston, MA 02110

Investment Sub-Adviser

Eaton Vance Advisers International Ltd.

125 Old Broad Street

London, EC2N 1AR

United Kingdom

Principal Underwriter*

Eaton Vance Distributors, Inc.

Two International Place

Boston, MA 02110

(617) 482-8260

Custodian

State Street Bank and Trust Company

State Street Financial Center, One Lincoln Street

Boston, MA 02111

Transfer Agent

BNY Mellon Investment Servicing (US) Inc.

Attn: Eaton Vance Funds

P.O. Box 9653

Providence, RI 02940-9653

(800) 262-1122

Independent Registered Public Accounting Firm

Deloitte & Touche LLP

200 Berkeley Street

Boston, MA 02116-5022

Fund Offices

Two International Place

Boston, MA 02110

 
*

FINRA BrokerCheck.  Investors may check the background of their Investment Professional by contacting the Financial Industry Regulatory Authority (FINRA). FINRA BrokerCheck is a free tool to help investors check the professional background of current and former FINRA-registered securities firms and brokers. FINRA BrokerCheck is available by calling 1-800-289-9999 and at www.FINRA.org. The FINRA BrokerCheck brochure describing this program is available to investors at www.FINRA.org.


Table of Contents

LOGO

 

LOGO

23213    11.30.20


Table of Contents
Item 2.

Code of Ethics

The registrant has adopted a code of ethics applicable to its Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer. The registrant undertakes to provide a copy of such code of ethics to any person upon request, without charge, by calling 1-800-262-1122. The registrant has amended the code of ethics as described in Form N-CSR during the period covered by this report to make clarifying changes consistent with Rule 21F-17 of the Securities Exchange Act of 1934, as amended. The registrant has not granted any waiver, including an implicit waiver, from a provision of the code of ethics as described in Form N-CSR during the period covered by this report.

 

Item 3.

Audit Committee Financial Expert

The registrant’s Board has designated George J. Gorman and William H. Park, each an independent trustee, as audit committee financial experts. Mr. Gorman is a certified public accountant who is the Principal at George J. Gorman LLC (a consulting firm). Previously, Mr. Gorman served in various capacities at Ernst & Young LLP (a registered public accounting firm), including as Senior Partner. Mr. Gorman also has experience serving as an independent trustee and audit committee financial expert of other mutual fund complexes. Mr. Park is a certified public accountant who is a private investor. Previously, he served as a consultant, as the Chief Financial Officer of Aveon Group, L.P. (an investment management firm), as the Vice Chairman of Commercial Industrial Finance Corp. (specialty finance company), as President and Chief Executive Officer of Prizm Capital Management, LLC (investment management firm), as Executive Vice President and Chief Financial Officer of United Asset Management Corporation (an institutional investment management firm) and as a Senior Manager at Price Waterhouse (now PricewaterhouseCoopers) (a registered public accounting firm).

 

Item 4.

Principal Accountant Fees and Services

Eaton Vance Focused Global Opportunities Fund and Eaton Vance International Small-Cap Fund (the “Fund(s)”) are series of Eaton Vance Growth Trust (the “Trust”), a Massachusetts business trust, which, including the Funds, contains a total of 13 series (the “Series”). The Trust is registered under the Investment Company Act of 1940 as an open-end management investment company. This Form N-CSR relates to the Funds’ annual reports.

(a)-(d)

The following tables present the aggregate fees billed to each Fund for each Funds’ fiscal periods ended November 30, 2019 and November 30, 2020 by the registrant’s principal accountant, Deloitte & Touche LLP (“D&T”), for professional services rendered for the audit of the Fund’s annual financial statements and fees billed for other services rendered by D&T during such period.

Eaton Vance Focused Global Opportunities Fund

 

Fiscal Period Ended

   11/30/19      11/30/20  

Audit Fees

   $ 27,450      $ 27,450  

Audit-Related Fees(1)

   $ 0      $ 0  

Tax Fees(2)

   $ 11,248      $ 9,938  

All Other Fees(3)

   $ 0      $ 0  
  

 

 

    

 

 

 

Total

   $ 38,698      $ 37,388  
  

 

 

    

 

 

 


Table of Contents

Eaton Vance International Small-Cap Fund

 

Fiscal Period Ended

   11/30/19      11/30/20  

Audit Fees

   $ 29,450      $ 29,450  

Audit-Related Fees(1)

   $ 0      $ 0  

Tax Fees(2)

   $ 14,548      $ 11,763  

All Other Fees(3)

   $ 0      $ 0  
  

 

 

    

 

 

 

Total

   $ 43,998      $ 41,213  
  

 

 

    

 

 

 

 

(1) 

Audit-related fees consist of the aggregate fees billed for assurance and related services that are reasonably related to the performance of the audit of the registrant’s financial statements and are not reported under the category of audit fees.

(2) 

Tax fees consist of the aggregate fees billed for professional services rendered by the principal accountant relating to tax compliance, tax advice, and tax planning and specifically include fees for tax return preparation and other related tax compliance/planning matters.

(3) 

All other fees consist of the aggregate fees billed for products and services provided by the principal accountant other than audit, audit-related, and tax services.

The Series comprising the Trust have varying fiscal year ends (February 28/29, July 31, August 31, September 30 or November 30). The following table presents the aggregate audit, audit-related, tax, and other fees billed to all of the Series in the Trust by D&T for the last two fiscal years of each Series.

 

Fiscal Years Ended

   2/28/19      7/31/19      8/31/19      9/30/19      11/30/19      2/29/20      7/31/20      8/31/20      9/30/20      11/30/20  

Audit Fees

   $ 55,260      $ 108,550      $ 182,150      $ 111,750      $ 56,900      $ 56,100      $ 108,550      $ 187,200      $ 111,750      $ 56,900  

Audit-Related Fees(1)

   $ 0      $ 0      $ 0      $ 0      $ 0      $ 0      $ 0      $ 0      $ 0      $ 0  

Tax Fees(2)

   $ 21,855      $ 53,116      $ 57,477      $ 40,881      $ 25,796      $ 21,460        44,911        60,311      $ 38,476      $ 21,701  

All Other Fees(3)

   $ 0      $ 0      $ 0      $ 0      $ 0      $ 0      $ 0      $ 0      $ 0      $ 0  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 77,115      $ 161,666      $ 239,627      $ 152,631      $ 82,696      $ 77,560      $ 153,461      $ 247,511      $ 150,226      $ 78,601  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

(1) 

Audit-related fees consist of the aggregate fees billed for assurance and related services that are reasonably related to the performance of the audit of the registrant’s financial statements and are not reported under the category of audit fees.

(2) 

Tax fees consist of the aggregate fees billed for professional services rendered by the principal accountant relating to tax compliance, tax advice, and tax planning and specifically include fees for tax return preparation and other related tax compliance/planning matters.

(3) 

All other fees consist of the aggregate fees billed for products and services provided by the principal accountant other than audit, audit-related, and tax services.

(e)(1) The registrant’s audit committee has adopted policies and procedures relating to the pre-approval of services provided by the registrant’s principal accountant (the “Pre-Approval Policies”). The Pre-Approval Policies establish a framework intended to assist the audit committee in the proper discharge of its pre-approval responsibilities. As a general matter, the Pre-Approval Policies (i) specify certain types of audit, audit-related, tax, and other services determined to be pre-approved by the audit committee; and (ii) delineate specific procedures governing the mechanics of the pre-approval process, including the approval and monitoring of audit and non-audit service fees. Unless a service is specifically pre-approved under the Pre-Approval Policies, it must be separately pre-approved by the audit committee.


Table of Contents

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 for services rendered to all of the Series in the Trust by D&T for the last two fiscal years of each Series; and (ii) the aggregate non-audit fees (i.e., fees for audit-related, tax, and other services) billed to the Eaton Vance organization by D&T for the last two fiscal years of each Series.

 

Fiscal Years

Ended          

   2/28/19      7/31/19      8/31/19      9/30/19      11/30/19      2/29/20      7/31/20      8/31/20      9/30/20      11/30/20  

Registrant(1)

   $ 19,980      $ 53,116      $ 57,477      $ 40,881      $ 25,796      $ 21,400      $ 44,911      $ 60,311      $ 38,476      $ 21,701  

Eaton Vance(2)

   $ 148,018      $ 60,131      $ 8,000      $ 59,903      $ 59,903      $ 59,903      $ 51,800      $ 51,800      $ 51,800      $ 51,800  

 

(1)

Includes all of the Series of the Trust. During the fiscal years reported above, certain of the Funds were “feeder” funds in a “master-feeder” fund structure or funds of funds.

(2)

Various subsidiaries of Eaton Vance Corp. act in either an investment advisory and/or service provider capacity with respect to the Series and/or their respective “master” funds (if applicable).

(h) The registrant’s audit committee has considered whether the provision by the registrant’s principal accountant of non-audit services to the registrant’s investment adviser and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant that were not pre-approved pursuant to Rule 2-01(c)(7)(ii) of Regulation S-X is compatible with maintaining the principal accountant’s independence.

 

Item 5.

Audit Committee of Listed Registrants

Not applicable.

 

Item 6.

Schedule of Investments

Please see schedule of investments contained in the Report to Stockholders included under Item 1 of this Form N-CSR.

 

Item 7.

Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies

Not applicable.

 

Item 8.

Portfolio Managers of Closed-End Management Investment Companies

Not applicable.


Table of Contents
Item 9.

Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers

Not applicable.

 

Item 10.

Submission of Matters to a Vote of Security Holders

No material changes.

 

Item 11.

Controls and Procedures

(a) It is the conclusion of the registrant’s principal executive officer and principal financial officer that the effectiveness of the registrant’s current disclosure controls and procedures (such disclosure controls and procedures having been evaluated within 90 days of the date of this filing) provide reasonable assurance that the information required to be disclosed by the registrant has been recorded, processed, summarized and reported within the time period specified in the Commission’s rules and forms and that the information required to be disclosed by the registrant has been accumulated and communicated to the registrant’s principal executive officer and principal financial officer in order to allow timely decisions regarding required disclosure.

(b) There have been no changes in the registrant’s internal controls over financial reporting during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

 

Item 12.

Disclosure of Securities Lending Activities for Closed-End Management Investment Companies

Not applicable.

 

Item 13.

Exhibits

 

(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.


Table of Contents

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Eaton Vance Growth Trust
By:  

/s/ Eric A. Stein

  Eric A. Stein
  President
Date:   January 25, 2021

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

By:  

/s/ James F. Kirchner

  James F. Kirchner
  Treasurer
Date:   January 25, 2021
By:  

/s/ Eric A. Stein

  Eric A. Stein
  President
Date:   January 25, 2021

EATON VANCE GROWTH TRUST

FORM N-CSR

Exhibit 13(a)(2)(i)

CERTIFICATION

I, James F. Kirchner, certify that:

1.    I have reviewed this report on Form N-CSR of Eaton Vance Growth Trust;

2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4.     The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

(a)    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)    Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)    Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

(d)    Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during 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; and

5.    The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

(b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: January 25, 2021    

/s/ James F. Kirchner

    James F. Kirchner
    Treasurer


EATON VANCE GROWTH TRUST

FORM N-CSR

Exhibit 13(a)(2)(ii)

CERTIFICATION

I, Eric A. Stein , certify that:

1.    I have reviewed this report on Form N-CSR of Eaton Vance Growth Trust;

2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4.    The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

(a)    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)    Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)    Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

(d)    Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during 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; and

5.    The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

(b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: January 25, 2021    

/s/ Eric A. Stein

    Eric A. Stein
    President

Form N-CSR Item 13(b) Exhibit

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned hereby certify in their capacity as Treasurer and President, respectively, of Eaton Vance Growth Trust (the “Trust”) that:

 

  (a)

the Annual Report of the Trust on Form N-CSR for the period ended November 30, 2020 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

 

  (b)

the information contained in the Report fairly presents, in all material respects, the financial condition and the results of operations of the Trust for such period.

A signed original of this written statement required by section 906 has been provided to the Trust and will be retained by the Trust and furnished to the Securities and Exchange Commission or its staff upon request.

 

Eaton Vance Growth Trust
Date: January 25, 2021

/s/ James F. Kirchner

James F. Kirchner
Treasurer
Date: January 25, 2021

/s/ Eric A. Stein

Eric A. Stein
President