Greater India Portfolio
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act File Number: 811-08340
Greater India Portfolio
(Exact Name of Registrant as Specified in Charter)
Two International Place, Boston, Massachusetts 02110
(Address of Principal Executive Offices)
Maureen A. Gemma
Two International Place, Boston, Massachusetts 02110
(Name and Address of Agent for Services)
(617) 482-8260
(Registrants Telephone Number)
December 31
Date of Fiscal Year End
June 30, 2011
Date of Reporting Period
Item 1. Reports to Stockholders
Greater
India Portfolio
June 30, 2011
Portfolio
of Investments (Unaudited)
|
|
|
|
|
|
|
|
|
|
|
Common Stocks 96.0%
|
|
Security
|
|
Shares
|
|
|
Value
|
|
|
|
|
|
|
India 92.0%
|
|
|
|
Automobiles 4.1%
|
|
Bajaj Auto, Ltd.
|
|
|
314,210
|
|
|
$
|
9,922,712
|
|
|
|
Mahindra & Mahindra, Ltd.
|
|
|
1,054,086
|
|
|
|
16,548,718
|
|
|
|
|
|
|
|
|
|
|
|
$
|
26,471,430
|
|
|
|
|
|
|
|
Commercial
Banks 15.2%
|
|
Allahabad Bank, Ltd.
|
|
|
1,909,984
|
|
|
$
|
8,436,559
|
|
|
|
Bank of Baroda
|
|
|
326,451
|
|
|
|
6,422,139
|
|
|
|
Canara Bank,
Ltd.(1)
|
|
|
588,440
|
|
|
|
6,936,201
|
|
|
|
HDFC Bank, Ltd.
|
|
|
421,319
|
|
|
|
23,683,689
|
|
|
|
ICICI Bank, Ltd.
|
|
|
1,283,494
|
|
|
|
31,434,859
|
|
|
|
State Bank of India
|
|
|
394,348
|
|
|
|
21,195,216
|
|
|
|
|
|
|
|
|
|
|
|
$
|
98,108,663
|
|
|
|
|
|
|
|
Construction &
Engineering 6.5%
|
|
IRB Infrastructure Developers, Ltd.
|
|
|
2,547,943
|
|
|
$
|
9,920,156
|
|
|
|
IVRCL, Ltd.
|
|
|
2,543,652
|
|
|
|
3,993,383
|
|
|
|
Larsen & Toubro, Ltd.
|
|
|
677,930
|
|
|
|
27,856,132
|
|
|
|
|
|
|
|
|
|
|
|
$
|
41,769,671
|
|
|
|
|
|
|
|
Construction
Materials 0.8%
|
|
UltraTech Cement,
Ltd.(1)
|
|
|
245,752
|
|
|
$
|
5,068,099
|
|
|
|
|
|
|
|
|
|
|
|
$
|
5,068,099
|
|
|
|
|
|
|
|
Consumer
Finance 1.2%
|
|
Shriram Transport Finance Co., Ltd.
|
|
|
536,602
|
|
|
$
|
7,424,290
|
|
|
|
|
|
|
|
|
|
|
|
$
|
7,424,290
|
|
|
|
|
|
|
|
Diversified Financial
Services 3.1%
|
|
Infrastructure Development Finance Co.,
Ltd.(1)
|
|
|
3,765,272
|
|
|
$
|
11,058,927
|
|
|
|
Rural Electrification Corp., Ltd.
|
|
|
2,046,404
|
|
|
|
8,959,556
|
|
|
|
|
|
|
|
|
|
|
|
$
|
20,018,483
|
|
|
|
|
|
|
|
Electric
Utilities 3.7%
|
|
Power Grid Corporation of India, Ltd.
|
|
|
2,853,289
|
|
|
$
|
7,022,053
|
|
|
|
Tata Power Co., Ltd.
|
|
|
568,715
|
|
|
|
16,689,356
|
|
|
|
|
|
|
|
|
|
|
|
$
|
23,711,409
|
|
|
|
|
|
|
|
Electrical
Equipment 3.6%
|
|
Bharat Heavy Electricals, Ltd.
|
|
|
307,463
|
|
|
$
|
14,128,870
|
|
|
|
Crompton Greaves, Ltd.
|
|
|
1,598,635
|
|
|
|
9,281,407
|
|
|
|
|
|
|
|
|
|
|
|
$
|
23,410,277
|
|
|
|
|
|
|
|
Gas Utilities 1.1%
|
|
GAIL (India), Ltd.
|
|
|
710,565
|
|
|
$
|
7,008,203
|
|
|
|
|
|
|
|
|
|
|
|
$
|
7,008,203
|
|
|
|
|
|
|
|
Hotels, Restaurants &
Leisure 1.0%
|
|
Mahindra Holidays & Resorts India, Ltd.
|
|
|
800,033
|
|
|
$
|
6,231,927
|
|
|
|
|
|
|
|
|
|
|
|
$
|
6,231,927
|
|
|
|
|
|
|
|
Independent Power Producers &
Energy Traders 0.8%
|
|
GVK Power & Infrastructure,
Ltd.(1)
|
|
|
11,945,429
|
|
|
$
|
5,161,965
|
|
|
|
|
|
|
|
|
|
|
|
$
|
5,161,965
|
|
|
|
|
|
|
|
Industrial
Conglomerates 1.1%
|
|
Jaiprakash Associates, Ltd.
|
|
|
4,026,774
|
|
|
$
|
7,317,192
|
|
|
|
|
|
|
|
|
|
|
|
$
|
7,317,192
|
|
|
|
|
|
|
|
IT Services 12.5%
|
|
HCL Technologies, Ltd.
|
|
|
1,515,489
|
|
|
$
|
16,812,520
|
|
|
|
Infosys, Ltd.
|
|
|
531,963
|
|
|
|
34,617,923
|
|
|
|
Tata Consultancy Services, Ltd.
|
|
|
1,094,785
|
|
|
|
28,982,988
|
|
|
|
|
|
|
|
|
|
|
|
$
|
80,413,431
|
|
|
|
|
|
|
|
Machinery 3.6%
|
|
Ashok Leyland, Ltd.
|
|
|
7,733,960
|
|
|
$
|
8,452,012
|
|
|
|
BEML, Ltd.
|
|
|
271,301
|
|
|
|
3,525,880
|
|
|
|
Tata Motors, Ltd.
|
|
|
505,210
|
|
|
|
11,241,282
|
|
|
|
|
|
|
|
|
|
|
|
$
|
23,219,174
|
|
|
|
|
|
|
|
Media 1.0%
|
|
Zee Entertainment Enterprises, Ltd.
|
|
|
2,193,917
|
|
|
$
|
6,636,326
|
|
|
|
|
|
|
|
|
|
|
|
$
|
6,636,326
|
|
|
|
|
|
|
|
Metals &
Mining 8.1%
|
|
Hindalco Industries, Ltd.
|
|
|
1,631,860
|
|
|
$
|
6,606,389
|
|
|
|
Jindal Steel & Power, Ltd.
|
|
|
460,753
|
|
|
|
6,689,295
|
|
|
|
JSW Steel,
Ltd.(1)
|
|
|
322,619
|
|
|
|
6,416,902
|
|
|
|
See Notes to
Financial Statements.
17
Greater
India Portfolio
June 30, 2011
Portfolio
of Investments (Unaudited) continued
|
|
|
|
|
|
|
|
|
|
|
Security
|
|
Shares
|
|
|
Value
|
|
|
|
|
|
Metals &
Mining (continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
Sterlite Industries (India),
Ltd.(1)
|
|
|
2,629,459
|
|
|
$
|
9,845,082
|
|
|
|
Tata Steel, Ltd.
|
|
|
1,670,454
|
|
|
|
22,937,242
|
|
|
|
|
|
|
|
|
|
|
|
$
|
52,494,910
|
|
|
|
|
|
|
|
Oil, Gas & Consumable
Fuels 7.6%
|
|
Bharat Petroleum Corp., Ltd.
|
|
|
343,503
|
|
|
$
|
4,987,791
|
|
|
|
Oil & Natural Gas Corp., Ltd.
|
|
|
1,028,990
|
|
|
|
6,323,326
|
|
|
|
Reliance Industries, Ltd.
|
|
|
1,893,967
|
|
|
|
38,009,421
|
|
|
|
|
|
|
|
|
|
|
|
$
|
49,320,538
|
|
|
|
|
|
|
|
Pharmaceuticals 6.2%
|
|
Aurobindo Pharma, Ltd.
|
|
|
1,827,935
|
|
|
$
|
7,064,115
|
|
|
|
Cipla, Ltd.
|
|
|
1,260,398
|
|
|
|
9,283,546
|
|
|
|
Dr. Reddys Laboratories, Ltd.
|
|
|
486,669
|
|
|
|
16,682,451
|
|
|
|
Glenmark Pharmaceuticals, Ltd.
|
|
|
960,991
|
|
|
|
6,900,690
|
|
|
|
|
|
|
|
|
|
|
|
$
|
39,930,802
|
|
|
|
|
|
|
|
Thrifts & Mortgage
Finance 2.9%
|
|
Housing Development Finance Corp., Ltd.
|
|
|
1,187,260
|
|
|
$
|
18,718,632
|
|
|
|
|
|
|
|
|
|
|
|
$
|
18,718,632
|
|
|
|
|
|
|
|
Tobacco 5.1%
|
|
ITC, Ltd.
|
|
|
7,271,089
|
|
|
$
|
33,090,436
|
|
|
|
|
|
|
|
|
|
|
|
$
|
33,090,436
|
|
|
|
|
|
|
|
Wireless Telecommunication
Services 2.8%
|
|
Bharti Airtel, Ltd.
|
|
|
2,026,536
|
|
|
$
|
17,874,745
|
|
|
|
|
|
|
|
|
|
|
|
$
|
17,874,745
|
|
|
|
|
|
|
|
|
Total India
|
|
|
(identified cost $472,464,826)
|
|
$
|
593,400,603
|
|
|
|
|
|
|
|
Sri Lanka 4.0%
|
|
|
|
Commercial
Banks 1.5%
|
|
Commercial Bank of Ceylon PLC
|
|
|
4,397,388
|
|
|
$
|
9,959,381
|
|
|
|
|
|
|
|
|
|
|
|
$
|
9,959,381
|
|
|
|
|
|
|
|
Industrial
Conglomerates 1.6%
|
|
John Keells Holdings PLC
|
|
|
5,578,968
|
|
|
$
|
10,342,744
|
|
|
|
|
|
|
|
|
|
|
|
$
|
10,342,744
|
|
|
|
|
|
|
|
Wireless Telecommunication
Services 0.9%
|
|
Dialog Axiata PLC
|
|
|
71,161,980
|
|
|
$
|
5,848,930
|
|
|
|
|
|
|
|
|
|
|
|
$
|
5,848,930
|
|
|
|
|
|
|
|
|
Total Sri Lanka
|
|
|
(identified cost $23,433,306)
|
|
$
|
26,151,055
|
|
|
|
|
|
|
|
|
Total Common Stocks
|
|
|
(identified cost $495,898,132)
|
|
$
|
619,551,658
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-Term Investments 0.5%
|
|
|
|
Principal
|
|
|
|
|
|
|
|
|
Amount
|
|
|
|
|
|
|
Description
|
|
(000s omitted)
|
|
|
Value
|
|
|
|
|
|
State Street Bank and Trust Euro Time Deposit,
0.01%, 7/1/11
|
|
$
|
3,100
|
|
|
$
|
3,099,966
|
|
|
|
|
|
|
|
|
Total Short-Term Investments
|
|
|
(identified cost $3,099,966)
|
|
$
|
3,099,966
|
|
|
|
|
|
|
|
|
Total Investments 96.5%
|
|
|
(identified cost $498,998,098)
|
|
$
|
622,651,624
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Assets, Less
Liabilities 3.5%
|
|
$
|
22,578,693
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Assets 100.0%
|
|
$
|
645,230,317
|
|
|
|
|
|
The percentage shown for each investment category in the
Portfolio of Investments is based on net assets.
|
|
|
(1) |
|
Non-income producing security. |
See Notes to
Financial Statements.
18
Greater
India Portfolio
June 30, 2011
Statement
of Assets and Liabilities (Unaudited)
|
|
|
|
|
|
|
Assets
|
|
June 30, 2011
|
|
|
|
Investments, at value (identified cost, $498,998,098)
|
|
$
|
622,651,624
|
|
|
|
Foreign currency, at value (identified cost, $17,745,216)
|
|
|
17,828,073
|
|
|
|
Dividends and interest receivable
|
|
|
2,086,079
|
|
|
|
Receivable for investments sold
|
|
|
4,252,994
|
|
|
|
Receivable for foreign taxes
|
|
|
1,424,099
|
|
|
|
|
|
Total assets
|
|
$
|
648,242,869
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities
|
|
Payable for investments purchased
|
|
$
|
2,185,280
|
|
|
|
Payable to affiliates:
|
|
|
|
|
|
|
Investment adviser fee
|
|
|
565,892
|
|
|
|
Trustees fees
|
|
|
6,942
|
|
|
|
Accrued expenses
|
|
|
254,438
|
|
|
|
|
|
Total liabilities
|
|
$
|
3,012,552
|
|
|
|
|
|
Net Assets applicable to investors interest in
Portfolio
|
|
$
|
645,230,317
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sources of Net Assets
|
|
Net proceeds from capital contributions and withdrawals
|
|
$
|
521,432,017
|
|
|
|
Net unrealized appreciation
|
|
|
123,798,300
|
|
|
|
|
|
Total
|
|
$
|
645,230,317
|
|
|
|
|
|
See Notes to
Financial Statements.
19
Greater
India Portfolio
June 30, 2011
Statement
of Operations (Unaudited)
|
|
|
|
|
|
|
|
|
Six Months Ended
|
|
|
Investment Income
|
|
June 30, 2011
|
|
|
|
Dividends (net of foreign taxes, $7,040)
|
|
$
|
4,855,541
|
|
|
|
Interest
|
|
|
1,822
|
|
|
|
|
|
Total investment income
|
|
$
|
4,857,363
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses
|
|
Investment adviser fee
|
|
$
|
2,959,536
|
|
|
|
Administration fee
|
|
|
567,657
|
|
|
|
Trustees fees and expenses
|
|
|
14,240
|
|
|
|
Custodian fee
|
|
|
660,131
|
|
|
|
Legal and accounting services
|
|
|
50,208
|
|
|
|
Miscellaneous
|
|
|
11,363
|
|
|
|
|
|
Total expenses
|
|
$
|
4,263,135
|
|
|
|
|
|
Deduct
|
|
|
|
|
|
|
Reduction of custodian fee
|
|
$
|
171
|
|
|
|
|
|
Total expense reductions
|
|
$
|
171
|
|
|
|
|
|
|
|
|
|
|
|
|
Net expenses
|
|
$
|
4,262,964
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
$
|
594,399
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Realized and Unrealized Gain (Loss)
|
|
Net realized gain (loss)
|
|
|
|
|
|
|
Investment transactions (including refundable foreign capital
gains taxes of $565,105)
|
|
$
|
8,594,677
|
|
|
|
Foreign currency transactions
|
|
|
179,001
|
|
|
|
|
|
Net realized gain
|
|
$
|
8,773,678
|
|
|
|
|
|
Change in unrealized appreciation (depreciation)
|
|
|
|
|
|
|
Investments (net of decrease in accrued foreign capital gains
taxes of $3,577,270)
|
|
$
|
(92,523,318
|
)
|
|
|
Foreign currency
|
|
|
(666,479
|
)
|
|
|
|
|
Net change in unrealized appreciation (depreciation)
|
|
$
|
(93,189,797
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Net realized and unrealized loss
|
|
$
|
(84,416,119
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Net decrease in net assets from operations
|
|
$
|
(83,821,720
|
)
|
|
|
|
|
See Notes to
Financial Statements.
20
Greater
India Portfolio
June 30, 2011
Statements
of Changes in Net Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended
|
|
|
|
|
|
|
June 30, 2011
|
|
Year Ended
|
|
|
Increase (Decrease)
in Net Assets
|
|
(Unaudited)
|
|
December 31, 2010
|
|
|
|
From operations
|
|
|
|
|
|
|
|
|
|
|
Net investment income (loss)
|
|
$
|
594,399
|
|
|
$
|
(305,046
|
)
|
|
|
Net realized gain from investment and foreign currency
transactions
|
|
|
8,773,678
|
|
|
|
75,281,256
|
|
|
|
Net change in unrealized appreciation (depreciation) from
investments and foreign currency
|
|
|
(93,189,797
|
)
|
|
|
74,757,306
|
|
|
|
|
|
Net increase (decrease) in net assets from operations
|
|
$
|
(83,821,720
|
)
|
|
$
|
149,733,516
|
|
|
|
|
|
Capital transactions
|
|
|
|
|
|
|
|
|
|
|
Contributions
|
|
$
|
1,542,146
|
|
|
$
|
23,381,779
|
|
|
|
Withdrawals
|
|
|
(107,917,831
|
)
|
|
|
(86,457,814
|
)
|
|
|
|
|
Net decrease in net assets from capital transactions
|
|
$
|
(106,375,685
|
)
|
|
$
|
(63,076,035
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in net assets
|
|
$
|
(190,197,405
|
)
|
|
$
|
86,657,481
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Assets
|
|
At beginning of period
|
|
$
|
835,427,722
|
|
|
$
|
748,770,241
|
|
|
|
|
|
At end of period
|
|
$
|
645,230,317
|
|
|
$
|
835,427,722
|
|
|
|
|
|
See Notes to
Financial Statements.
21
Greater
India Portfolio
June 30, 2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended
|
|
Year Ended December 31,
|
|
|
|
|
June 30, 2011
|
|
|
Ratios/Supplemental
Data
|
|
(Unaudited)
|
|
2010
|
|
2009
|
|
2008
|
|
2007
|
|
2006
|
|
|
|
Ratios (as a percentage of average daily net assets):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses(1)
|
|
|
1.23
|
%(2)
|
|
|
1.19
|
%
|
|
|
1.22
|
%
|
|
|
1.19
|
%
|
|
|
1.14
|
%
|
|
|
1.22
|
%
|
|
|
Net investment income (loss)
|
|
|
0.17
|
%(2)
|
|
|
(0.04
|
)%
|
|
|
0.09
|
%
|
|
|
(0.17
|
)%
|
|
|
(0.27
|
)%
|
|
|
0.07
|
%
|
|
|
Portfolio Turnover
|
|
|
22
|
%(3)
|
|
|
59
|
%
|
|
|
63
|
%
|
|
|
38
|
%
|
|
|
63
|
%
|
|
|
67
|
%
|
|
|
|
|
Total Return
|
|
|
(9.88
|
)%(3)
|
|
|
21.75
|
%
|
|
|
95.65
|
%
|
|
|
(64.87
|
)%
|
|
|
56.32
|
%
|
|
|
37.53
|
%
|
|
|
|
|
Net assets, end of period (000s omitted)
|
|
$
|
645,230
|
|
|
$
|
835,428
|
|
|
$
|
748,770
|
|
|
$
|
410,359
|
|
|
$
|
1,689,486
|
|
|
$
|
1,028,290
|
|
|
|
|
|
|
|
|
(1) |
|
Excludes the effect of custody fee credits, if any, of less than
0.005%. |
(2) |
|
Annualized. |
(3) |
|
Not annualized. |
See Notes to
Financial Statements.
22
Greater
India Portfolio
June 30, 2011
Notes
to Financial Statements (Unaudited)
1 Significant
Accounting Policies
Greater India Portfolio (the Portfolio) is a Massachusetts
business trust registered under the Investment Company Act of
1940, as amended (the 1940 Act), as a diversified, open-end
management investment company. The Portfolios investment
objective is to seek long-term capital appreciation. The
Declaration of Trust permits the Trustees to issue interests in
the Portfolio. At June 30, 2011, Eaton Vance Greater India
Fund held a 99.9% interest in the Portfolio.
The following is a summary of significant accounting policies of
the Portfolio. The policies are in conformity with accounting
principles generally accepted in the United States of America.
A Investment
Valuation Equity securities (including common
shares of closed-end investment companies) listed on a U.S.
securities exchange generally are valued at the last sale or
closing price on the day of valuation or, if no sales took place
on such date, at the mean between the closing bid and asked
prices therefore on the exchange where such securities are
principally traded. Equity securities listed on the NASDAQ
Global or Global Select Market generally are valued at the
NASDAQ official closing price. Unlisted or listed securities for
which closing sales prices or closing quotations are not
available are valued at the mean between the latest available
bid and asked prices or, in the case of preferred equity
securities that are not listed or traded in the over-the-counter
market, by a third party pricing service that will use various
techniques that consider factors including, but not limited to,
prices or yields of securities with similar characteristics,
benchmark yields, broker/dealer quotes, quotes of underlying
common stock, issuer spreads, as well as industry and economic
events. Debt obligations (including short-term obligations with
a remaining maturity of more than sixty days) are generally
valued on the basis of valuations provided by third party
pricing services, as derived from such services pricing
models. Inputs to the models may include, but are not limited
to, reported trades, executable bid and asked prices,
broker/dealer quotations, prices or yields of securities with
similar characteristics, benchmark curves or information
pertaining to the issuer, as well as industry and economic
events. The pricing services may use a matrix approach, which
considers information regarding securities with similar
characteristics to determine the valuation for a security.
Short-term debt obligations purchased with a remaining maturity
of sixty days or less are generally valued at amortized cost,
which approximates market value. Foreign securities and
currencies are valued in U.S. dollars, based on foreign currency
exchange rate quotations supplied by a third party pricing
service. The pricing service uses a proprietary model to
determine the exchange rate. Inputs to the model include
reported trades and implied bid/ask spreads. The daily valuation
of exchange-traded foreign securities generally is determined as
of the close of trading on the principal exchange on which such
securities trade. Events occurring after the close of trading on
foreign exchanges may result in adjustments to the valuation of
foreign securities to more accurately reflect their fair value
as of the close of regular trading on the New York Stock
Exchange. When valuing foreign equity securities that meet
certain criteria, the Portfolios Trustees have approved
the use of a fair value service that values such securities to
reflect market trading that occurs after the close of the
applicable foreign markets of comparable securities or other
instruments that have a strong correlation to the fair-valued
securities. Investments for which valuations or market
quotations are not readily available or are deemed unreliable
are valued at fair value using methods determined in good faith
by or at the direction of the Trustees of the Portfolio in a
manner that most fairly reflects the securitys value, or
the amount that the Portfolio might reasonably expect to receive
for the security upon its current sale in the ordinary course.
Each such determination is based on a consideration of all
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 securitys 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 companys or entitys financial
condition, and an evaluation of the forces that influence the
issuer and the market(s) in which the security is purchased and
sold.
B Investment
Transactions Investment transactions for
financial statement purposes are accounted for on a trade date
basis. Realized gains and losses on investments sold are
determined on the basis of identified cost.
C Income
Dividend income is recorded on the ex-dividend date for
dividends received in cash
and/or
securities. However, if the ex-dividend date has passed, certain
dividends from foreign securities are recorded as the Portfolio
is informed of the ex-dividend date. Withholding taxes on
foreign dividends and capital gains have been provided for in
accordance with the Portfolios understanding of the
applicable countries tax rules and rates. Interest income
is recorded on the basis of interest accrued, adjusted for
amortization of premium or accretion of discount.
D Federal
Taxes The Portfolio has elected to be treated
as a partnership for federal tax purposes. No provision is made
by the Portfolio for federal or state taxes on any taxable
income of the Portfolio because each investor in the Portfolio
is ultimately responsible for the payment of any taxes on its
share of taxable income. Since at least one of the
Portfolios investors is a regulated investment company
that invests all or substantially all of its assets in the
Portfolio, the Portfolio normally must satisfy the applicable
source of income and diversification requirements (under the
Internal Revenue Code) in order for its investors to satisfy
them. The Portfolio will allocate, at least annually among its
investors, each investors distributive share of the
Portfolios net investment income, net realized capital
gains and any other items of income, gain, loss, deduction or
credit.
In addition to the requirements of the Internal Revenue Code,
the Portfolio may also be subject to local taxes on the
recognition of capital gains in India. In determining the daily
net asset value, the Portfolio estimates the accrual for such
taxes, if any, based on the unrealized appreciation on certain
portfolio securities, the holding period of such securities, the
related tax rates, and the availability of any realized losses
in excess of gains that may be carried forward to offset future
gains. Taxes attributable to unrealized appreciation are
included in the change in unrealized appreciation (depreciation)
on investments. Capital gains taxes on certain Indian securities
sold at a gain are included in net realized gain (loss) on
investments.
23
Greater
India Portfolio
June 30, 2011
Notes
to Financial Statements (Unaudited) continued
As of June 30, 2011, the Portfolio had no uncertain tax
positions that would require financial statement recognition,
de-recognition, or disclosure. Each of the Portfolios
federal tax returns filed in the
3-year
period ended December 31, 2010 remains subject to
examination by the Internal Revenue Service. The Portfolio also
files tax returns in India annually as of March 31st. Such
tax returns are subject to examination by the Indian tax
authorities for open years as determined by the statute of
limitations, which is generally a period of up to 7 years
after a tax return is filed.
E Expense
Reduction State Street Bank and
Trust Company (SSBT) serves as custodian of the Portfolio.
Pursuant to the custodian agreement, SSBT receives a fee reduced
by credits, which are determined based on the average daily cash
balance the Portfolio maintains with SSBT. All credit balances,
if any, used to reduce the Portfolios custodian fees are
reported as a reduction of expenses in the Statement of
Operations.
F Foreign Currency
Translation Investment valuations, other
assets, and liabilities initially expressed in foreign
currencies are translated each business day into U.S. dollars
based upon current exchange rates. Purchases and sales of
foreign investment securities and income and expenses
denominated in foreign currencies are translated into U.S.
dollars based upon currency exchange rates in effect on the
respective dates of such transactions. Recognized gains or
losses on investment transactions attributable to changes in
foreign currency exchange rates are recorded for financial
statement purposes as net realized gains and losses on
investments. That portion of unrealized gains and losses on
investments that results from fluctuations in foreign currency
exchange rates is not separately disclosed.
G Use of
Estimates The preparation of the financial
statements in conformity with accounting principles generally
accepted in the United States of America requires management to
make estimates and assumptions that affect the reported amounts
of assets and liabilities at the date of the financial
statements and the reported amounts of income and expense during
the reporting period. Actual results could differ from those
estimates.
H Indemnifications
Under the Portfolios organizational documents, its
officers and Trustees may be indemnified against certain
liabilities and expenses arising out of the performance of their
duties to the Portfolio. Under Massachusetts law, if certain
conditions prevail, interestholders in the Portfolio could be
deemed to have personal liability for the obligations of the
Portfolio. However, the Portfolios Declaration of Trust
contains an express disclaimer of liability on the part of
Portfolio interestholders and the By-laws provide that the
Portfolio shall assume the defense on behalf of any Portfolio
interestholder. Moreover, the By-laws also provide for
indemnification out of Portfolio property of any interestholder
held personally liable solely by reason of being or having been
an interestholder for all loss or expense arising from such
liability. Additionally, in the normal course of business, the
Portfolio enters into agreements with service providers that may
contain indemnification clauses. The Portfolios maximum
exposure under these arrangements is unknown as this would
involve future claims that may be made against the Portfolio
that have not yet occurred.
I Interim Financial
Statements The interim financial statements
relating to June 30, 2011 and for the six months then ended
have not been audited by an independent registered public
accounting firm, but in the opinion of the Portfolios
management, reflect all adjustments, consisting only of normal
recurring adjustments, necessary for the fair presentation of
the financial statements.
2 Investment
Adviser Fee and Other Transactions with Affiliates
Effective April 28, 2011, the investment adviser fee is
earned by Boston Management and Research (BMR), a subsidiary of
Eaton Vance Management (EVM), as compensation for management and
investment advisory services rendered to the Portfolio. The fee
is computed at an annual rate of 1.10% of the Portfolios
average daily net assets up to $500 million, 1.01% on net
assets of $500 million but less than $1 billion and at
reduced rates on daily net assets of $1 billion or more,
and is payable monthly. Pursuant to a
sub-advisory
agreement effective April 28, 2011, BMR pays Lloyd George
Management (Hong Kong) Limited (LGM-HK), a portion of its
adviser fee for
sub-advisory
services provided to the Portfolio. Prior to April 28,
2011, the investment adviser fee was earned by Lloyd George
Management (Bermuda) Limited (Lloyd George) as compensation for
management and investment advisory services rendered to the
Portfolio. The fee was computed at an annual rate of 0.75% of
the Portfolios average daily net assets up to
$500 million, 0.70% on net assets of $500 million but
less than $1 billion and at reduced rates on daily net
assets of $1 billion or more, and was paid monthly. For the
six months ended June 30, 2011, the investment adviser fee
amounted to $2,959,536 or 0.86% (annualized) of the
Portfolios average daily net assets. Prior to
April 28, 2011, an administration fee was earned by EVM for
administering the business affairs of the Portfolio and was
computed at an annual rate of 0.25% of the Portfolios
average daily net assets up to $500 million, 0.233% from
$500 million up to $1 billion and at reduced rates on
daily net assets of $1 billion or more. For the period from
January 1, 2011 through April 27, 2011, the
administration fee was equivalent to 0.25% (annualized) of the
Portfolios average daily net assets and amounted to
$567,657. The new advisory and
sub-advisory
agreements and termination of the administration agreement
became effective upon the consummation of the change in control
and ownership of Lloyd George, at which time EVM and Lloyd
George ceased to be affiliates.
Except for Trustees of the Portfolio who are not members of
EVMs, BMRs, LGM-HKs or Lloyd Georges
organizations, officers and Trustees receive remuneration for
their services to the Portfolio out of the investment adviser
fee. Certain officers and Trustees of the Portfolio are officers
of the above organizations.
3 Purchases
and Sales of Investments
Purchases and sales of investments, other than short-term
obligations, aggregated $149,985,899 and $238,292,774,
respectively, for the six months ended June 30, 2011.
24
Greater
India Portfolio
June 30, 2011
Notes
to Financial Statements (Unaudited) continued
4 Federal
Income Tax Basis of Investments
The cost and unrealized appreciation (depreciation) of
investments of the Portfolio at June 30, 2011, as
determined on a federal income tax basis, were as follows:
|
|
|
|
|
|
|
Aggregate cost
|
|
$520,423,569
|
|
|
|
|
Gross unrealized appreciation
|
|
$
|
138,302,949
|
|
|
|
Gross unrealized depreciation
|
|
|
(36,074,894
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Net unrealized appreciation
|
|
$
|
102,228,055
|
|
|
|
|
|
|
|
|
|
|
|
|
5 Line
of Credit
The Portfolio participates with other portfolios and funds
managed by EVM and its affiliates in a $450 million
unsecured line of credit agreement with a group of banks.
Borrowings are made by the Portfolio solely to facilitate the
handling of unusual
and/or
unanticipated short-term cash requirements. Interest is charged
to the Portfolio based on its borrowings at an amount above
either the Eurodollar rate or Federal Funds rate. In addition, a
fee computed at an annual rate of 0.10% on the daily unused
portion of the line of credit is allocated among the
participating portfolios and funds at the end of each quarter.
Because the line of credit is not available exclusively to the
Portfolio, it may be unable to borrow some or all of its
requested amounts at any particular time. The Portfolio did not
have any significant borrowings or allocated fees during the six
months ended June 30, 2011.
6 Risks
Associated with Foreign Investments
Investing in securities issued by companies whose principal
business activities are outside the United States may involve
significant risks not present in domestic investments. For
example, there is generally less publicly available information
about foreign companies, particularly those not subject to the
disclosure and reporting requirements of the U.S. securities
laws. Certain foreign issuers are generally not bound by uniform
accounting, auditing, and financial reporting requirements and
standards of practice comparable to those applicable to domestic
issuers. Investments in foreign securities also involve the risk
of possible adverse changes in investment or exchange control
regulations, expropriation or confiscatory taxation, limitation
on the removal of funds or other assets of the Portfolio,
political or financial instability or diplomatic and other
developments which could affect such investments. Foreign stock
markets, while growing in volume and sophistication, are
generally not as developed as those in the United States, and
securities of some foreign issuers (particularly those located
in developing countries) may be less liquid and more volatile
than securities of comparable U.S. companies. In general, there
is less overall governmental supervision and regulation of
foreign securities markets, broker-dealers and issuers than in
the United States. Settlement of securities transactions in the
Indian
sub-continent
may be delayed and is generally less frequent than in the United
States, which could affect the liquidity of the Portfolios
assets. The Portfolio may be unable to sell securities where the
registration process is incomplete and may experience delays in
receipt of dividends.
7 Fair
Value Measurements
Under generally accepted accounting principles for fair value
measurements, a three-tier hierarchy to prioritize the
assumptions, referred to as inputs, is used in valuation
techniques to measure fair value. The three-tier hierarchy of
inputs is summarized in the three broad levels listed below.
|
|
|
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
funds 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.
25
Greater
India Portfolio
June 30, 2011
Notes
to Financial Statements (Unaudited) continued
At June 30, 2011, the hierarchy of inputs used in valuing
the Portfolios investments, which are carried at value,
were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset Description
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
|
|
|
Common Stocks
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consumer Discretionary
|
|
$
|
|
|
|
$
|
39,339,683
|
|
|
$
|
|
|
|
$
|
39,339,683
|
|
|
|
Consumer Staples
|
|
|
|
|
|
|
33,090,436
|
|
|
|
|
|
|
|
33,090,436
|
|
|
|
Energy
|
|
|
|
|
|
|
49,320,538
|
|
|
|
|
|
|
|
49,320,538
|
|
|
|
Financials
|
|
|
9,959,381
|
|
|
|
144,270,068
|
|
|
|
|
|
|
|
154,229,449
|
|
|
|
Health Care
|
|
|
23,583,141
|
|
|
|
16,347,661
|
|
|
|
|
|
|
|
39,930,802
|
|
|
|
Industrials
|
|
|
10,342,744
|
|
|
|
95,716,314
|
|
|
|
|
|
|
|
106,059,058
|
|
|
|
Information Technology
|
|
|
|
|
|
|
80,413,431
|
|
|
|
|
|
|
|
80,413,431
|
|
|
|
Materials
|
|
|
|
|
|
|
57,563,009
|
|
|
|
|
|
|
|
57,563,009
|
|
|
|
Telecommunication Services
|
|
|
5,848,930
|
|
|
|
17,874,745
|
|
|
|
|
|
|
|
23,723,675
|
|
|
|
Utilities
|
|
|
|
|
|
|
35,881,577
|
|
|
|
|
|
|
|
35,881,577
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Common Stocks
|
|
$
|
49,734,196
|
|
|
$
|
569,817,462
|
*
|
|
$
|
|
|
|
$
|
619,551,658
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-Term Investments
|
|
$
|
|
|
|
$
|
3,099,966
|
|
|
$
|
|
|
|
$
|
3,099,966
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Investments
|
|
$
|
49,734,196
|
|
|
$
|
572,917,428
|
|
|
$
|
|
|
|
$
|
622,651,624
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Includes foreign equity securities whose values were adjusted to
reflect market trading of comparable securities or other
correlated instruments that occurred after the close of trading
in their applicable foreign markets. |
The Portfolio held no investments or other financial instruments
as of December 31, 2010 whose fair value was determined
using Level 3 inputs. At June 30, 2011, the value of
investments transferred between Level 1 and Level 2,
if any, during the six months then ended was not significant.
26
Eaton Vance
Greater
India Fund
June 30, 2011
Special
Meeting of Shareholders (Unaudited)
Eaton
Vance Greater India Fund
The Fund held a Special Meeting of Shareholders on April 6,
2011 to approve new investment advisory and
sub-advisory
agreements for Greater India Portfolio, the registered
investment company in which the Fund invests. The results of the
vote were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Shares
|
|
|
|
|
|
|
|
|
Broker
|
|
|
|
|
Affirmative
|
|
Against
|
|
Abstain
|
|
Non-Vote*
|
|
|
|
|
Proposal 1: To approve a new investment advisory agreement
between
Boston Management and Research (BMR) and the
Portfolio.
|
|
|
10,371,922
|
|
|
|
420,479
|
|
|
|
508,409
|
|
|
|
3,931,890
|
|
|
|
Proposal 2: To approve a new investment
sub-advisory
agreement between
BMR and Lloyd George Management (Hong Kong) Limited
(LGM-HK),
pursuant to which LGM-HK will serve as investment
sub-adviser
to the Portfolio.
|
|
|
10,312,261
|
|
|
|
477,781
|
|
|
|
510,768
|
|
|
|
3,931,890
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Greater
India Portfolio
The Portfolio held a Special Meeting of Shareholders on
April 6, 2011 to approve new investment advisory and
sub-advisory
agreements. The results of the vote were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest in the Portfolio
|
|
|
|
|
|
|
|
|
Broker
|
|
|
|
|
Affirmative
|
|
Against
|
|
Abstain
|
|
Non-Vote*
|
|
|
|
|
Proposal 1: To approve a new investment advisory agreement
between
BMR and the Portfolio.
|
|
|
68%
|
|
|
|
3%
|
|
|
|
3%
|
|
|
|
26%
|
|
|
|
Proposal 2: To approve a new investment
sub-advisory
agreement between
BMR and LGM-HK, pursuant to which LGM-HK will serve as
investment
sub-adviser
to the Portfolio.
|
|
|
68%
|
|
|
|
3%
|
|
|
|
3%
|
|
|
|
26%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Broker non-votes (i.e., proxies from brokers or nominees
indicating that such persons have not received instructions from
the beneficial owner or other person entitled to vote shares on
a particular matter with respect to which the brokers or
nominees do not have discretionary power) are treated as shares
that are present at the meeting for purposes of establishing a
quorum, but have the effect of a vote against the Proposals. |
|
|
|
Results are rounded to the nearest whole number. |
27
Eaton Vance
Greater
India Fund
June 30, 2011
Board
of Trustees Contract Approval
Overview
of the Contract Review Process
The Investment Company Act of 1940, as amended (the 1940
Act), provides, in substance, that for a fund to enter
into an investment advisory agreement with an investment
adviser, the funds board of trustees, including a majority
of the trustees who are not interested persons of
the fund (Independent Trustees), must approve the
agreement and its terms at an in-person meeting called for the
purpose of considering such approval. The 1940 Act also provides
that a funds investment advisory agreement will terminate
automatically upon its assignment, which generally
includes any direct or indirect transfer of the investment
advisory agreement or of a controlling block of the
advisers outstanding voting securities.
The shareholders of Lloyd George Management (B.V.I.) Limited
(LGM Parent), the parent company of Lloyd George
Investment Management (Bermuda) Limited
(LGM-Bermuda, and together with LGM-HK (as defined
below) and its other affiliates LGM), have
negotiated the terms of an agreement pursuant to which Bank of
Montreal or a wholly-owned subsidiary of Bank of Montreal
(collectively, BMO) will purchase 100% of LGM
Parents outstanding shares (the Transaction).
LGM-Bermuda or an affiliate (LGM) is the investment
adviser to the Greater India Portfolio (the
Portfolio) pursuant to an investment advisory
agreement with the Portfolio (the Current LGM
Agreement). Eaton Vance Greater India Fund (the
Fund), a series of Eaton Vance Special Investment
Trust, invests substantially all of its assets in the Portfolio.
Eaton Vance Management (EVM) currently serves as
administrator to the Portfolio pursuant to an administration
agreement (the Portfolio Administration Agreement)
and manager of the Fund pursuant to a management agreement
(together with the Portfolio Administration Agreement, the
Current EVM Agreements). The Current LGM Agreement
and the Current EVM Agreements are sometimes referred to herein
as the Current Agreements. Upon consummation of the
Transaction, the Current LGM Agreement will terminate
automatically in accordance with the requirements of the 1940
Act. In connection with the termination of the Current LGM
Agreement upon consummation of the Transaction, and consistent
with the recommendation of the Board of the Fund and Portfolio,
EVM and LGM have proposed to restructure the contractual
relationships with the Portfolio and the Fund such that Boston
Management and Research (BMR), an affiliate of EVM,
would serve as the investment adviser of the Portfolio, Lloyd
George Management (Hong Kong) Limited (the LGM-HK)
would serve as
sub-adviser
to the Portfolio, and EVM would serve as administrator to the
Fund.
After review of the proposed Transaction and restructuring of
the Portfolios relationship with EVM and LGM, the Board,
including a majority of the Independent Trustees, voted at an
in-person meeting held on December 13, 2010 to approve the
investment advisory agreement (the Proposed BMR
Agreement) between the Portfolio and BMR, the
sub-advisory
agreement (the Proposed LGM Agreement and together
with the Proposed BMR Agreement, the New Agreements)
between BMR and LGM-HK, and the administrative services
agreement between the Fund and EVM.
In connection with its review of the Transaction, the Board
requested and received information detailing the terms of the
Transaction, the financial and organizational impact of the
Transaction on LGM and its personnel, the terms of the New
Agreements (including the similarities and differences between
the Current Agreements and the New Agreements), the nature of
the policies and processes that will be in place following the
Transaction, the anticipated role of Bank of Montreal as
LGMs parent company, and the financial impact of the
Transaction on Eaton Vance Corp. (EVC), the parent
company of BMR and EVM, as a seller of its equity interest in
LGM Parent. The Board also received assurances that the nature,
extent and quality of the interrelated services to be provided
by LGM, BMR and EVM under the New Agreements will be
substantially the same the services currently provided by LGM
and EVM under the Current Agreements and that following the
Transaction LGM will continue to operate its business in
substantially the same manner as it does currently. In
connection with its review, the Board met in person with senior
management of LGM, BMR, EVM and Bank of Montreal to discuss the
Transaction and the terms of the New Agreements.
In addition to considering information provided by management in
connection with the Boards review of the Transaction, the
Board considered information and materials previously provided
in connection with its review and approval of the Current
Agreements. The information considered by the Board included,
among other things, the following:
Information about
Fees and Expenses
|
|
|
|
|
The advisory and related fees to be paid by the Fund and the
anticipated expense ratio of the Fund;
|
|
|
Comparative information concerning fees charged by BMR and its
affiliates and by LGM for managing other mutual funds and
institutional accounts using investment strategies and
techniques similar to those to be used in managing the Fund, and
concerning fees charged by other advisers for managing funds
similar to the Fund;
|
Information about
Portfolio Management
|
|
|
|
|
Descriptions of the investment management services to be
provided to the Fund, including the investment strategies and
processes to be employed;
|
|
|
Information concerning the allocation of brokerage and the
benefits expected to be received by LGM and BMR as a result of
brokerage allocation for the Fund, including information
concerning the acquisition of research through client commission
arrangements and the Funds policies with respect to
soft dollar arrangements;
|
|
|
The procedures and processes to be used to determine the fair
value of the Funds assets and actions to be taken to
monitor and test the effectiveness of such procedures and
processes;
|
28
Eaton Vance
Greater
India Fund
June 30, 2011
Board
of Trustees Contract Approval continued
Information about
BMR and LGM
|
|
|
|
|
Reports detailing the financial results and condition of BMR and
LGM;
|
|
|
Descriptions of the qualifications, education and experience of
the individual investment professionals whose responsibilities
include portfolio management and investment research for the
Fund, and information relating to their compensation and
responsibilities with respect to managing other mutual funds and
investment accounts;
|
|
|
Copies of the Codes of Ethics of BMR and its affiliates and LGM,
together with information relating to compliance with and the
administration of such codes;
|
|
|
Copies of or descriptions of BMRs and LGMs policies
and procedures relating to proxy voting and, with respect to
BMR, the handling of corporate actions and class actions;
|
|
|
Information concerning the resources devoted to compliance
efforts undertaken by BMR and its affiliates and LGM on behalf
of the Eaton Vance Funds (including descriptions of various
compliance programs), and their record of compliance with
investment policies and restrictions, including policies with
respect to market-timing, late trading and selective portfolio
disclosure, and with policies on personal securities
transactions;
|
|
|
Descriptions of the business continuity and disaster recovery
plans of BMR and its affiliates and LGM;
|
|
|
A description of BMRs procedures for overseeing third
party advisers and
sub-advisers;
|
Other Relevant
Information
|
|
|
|
|
Information concerning the nature, cost and character of the
administrative and other non-investment management services to
be provided by BMR and its affiliates;
|
|
|
Information concerning management of the relationship with the
custodian, subcustodians and fund accountants by BMR (which is
also the administrator) and LGM; and
|
|
|
The terms of the Current Agreements and the New Agreements.
|
Results
of the Process
Based on its consideration of the foregoing, and such other
information as it deemed relevant, including the factors and
conclusions described below, the Board concluded that the terms
of the New Agreements, including their fee structures, are in
the interests of shareholders and, therefore, the Board,
including a majority of the Independent Trustees, voted to
approve the terms of 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 to be
provided to the Fund and Portfolio by BMR and LGM.
The Board considered BMRs and LGMs management
capabilities and investment process with respect to the types of
investments to be held by the Portfolio. The Board also
considered the education, experience and number of its
investment professionals and other personnel who will provide
portfolio management, investment research, and similar services
to the Portfolio and, with respect to BMR, whose
responsibilities may include supervising LGM and coordinating
activities in implementing the Funds investment
strategies. In the course of its review, the Board received
assurances that the nature, extent and quality of the package of
inter-related services to be provided by LGM, BMR and EVM under
the New Agreements will be substantially the same as the
services currently provided by LGM and EVM under the Current
Agreements. The Board also took into account the resources
dedicated to portfolio management and other services by each of
BMR and LGM, including the compensation methods to recruit and
retain investment personnel, and the time and attention expected
to be devoted to Fund matters by senior management.
The Board reviewed the compliance programs of BMR, LGM and
certain respective affiliates thereof. Among other matters, the
Board considered compliance and reporting matters relating to
personal trading by investment personnel, selective disclosure
of portfolio holdings, late trading, frequent trading, portfolio
valuation, business continuity and the allocation of investment
opportunities. The Board also evaluated the responses of BMR and
its affiliates and LGM to requests in recent years from
regulatory authorities such as the Securities and Exchange
Commission and the Financial Industry Regulatory Authority.
The Board considered shareholder and other administrative
services provided or managed by BMR and its 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 family of funds, including the
ability, in many cases, to exchange an investment among
different funds without incurring additional sales charges. The
Board also considered the benefit to the overall governance of
the Fund of having BMR, an affiliate of EVM, serve as the
Funds investment adviser, consistent with the overall
structure of the Eaton Vance family of funds.
After consideration of the foregoing factors, among others, the
Board concluded that the nature, extent and quality of the
package of inter-related services to be provided by BMR and LGM
and their affiliates under the New Agreements, taken as a whole,
is appropriate and consistent with the services provided under
the Current Agreements and with the terms of the New Agreements.
29
Eaton Vance
Greater
India Fund
June 30, 2011
Board
of Trustees Contract Approval continued
Fund Performance
The Board compared the Funds investment performance to a
relevant universe of comparable funds identified by an
independent data provider as well as a peer group of similarly
managed funds and appropriate benchmark indices. The Board
reviewed comparative performance data for the one-, three-,
five- and ten-year periods ended September 30, 2009 for the
Fund. In addition, the Board reviewed updated comparative
performance data for the Fund for relevant periods through
October 31, 2010. On the basis of the foregoing and other
relevant information provided in response to inquiries from the
Boards Contract Review Committee, the Board concluded that
the performance of the Fund was satisfactory.
Management
Fees and Expenses
The Board reviewed the contractual investment advisory fee rate,
including the administrative fee rate, to be payable by the Fund
(referred to collectively as management fees). The
Board noted that the total management fees payable by the Fund
and the Portfolio would remain substantially the same under the
New Agreements. The Board also took into consideration the
agreement by BMR to enter into expense reimbursement
and/or fee
waiver arrangements to establish a maximum total expense ratio
for the Fund applicable during the two year period following the
effectiveness of the New Agreements.
After reviewing the foregoing information, and in light of the
nature, extent and quality of the services to be provided by BMR
and LGM, the Board concluded with respect to the Fund that the
management fees proposed to be charged for advisory and related
services are reasonable.
Profitability
The Board reviewed the level of profits projected to be realized
by BMR and relevant affiliates thereof in providing investment
advisory and administrative services to the Fund and the
Portfolio. The Board considered the level of profits expected to
be realized without regard to revenue sharing or other payments
expected to be made by BMR and its affiliates to third parties
in respect of distribution services. The Board also considered
other direct or indirect benefits expected to be received by BMR
and its affiliates in connection with its relationship with the
Fund and the Portfolio, including the benefits of research
services that may be available to BMR as a result of securities
transactions effected for the Fund and other investment advisory
clients. In particular, the Board noted representations from LGM
and EVM that the fees payable to BMR and LGM under the New
Agreements will not significantly affect their respective
profitability with respect to the Fund and the Portfolio. The
Board further concluded that, in light of LGMs role as a
sub-adviser
not affiliated with BMR under the New Agreements, LGMs
profitability in managing the Portfolio is not a material factor.
In considering the terms of the Transaction the Board considered
the equity ownership interest in LGM Parent currently held by
EVC, and that EVC will participate with LGM Parents other
equity owners as a seller in the Transaction. The Board further
considered that such equity owners may receive additional
compensation paid through earn-out arrangements in periods
following the consummation of the Transaction. In this regard,
the Board noted representations received from management that
the amount of additional compensation through earn-out payments
that EVC might receive is not material to EVCs financial
condition.
The Board concluded that, in light of the foregoing factors and
the nature, extent and quality of the services to be rendered,
the profits expected to be realized by BMR and its affiliates
under the New Agreements are reasonable.
Economies
of Scale
In reviewing management fees and profitability, the Board also
considered the extent to which BMR and LGM, on the one hand, and
the Fund and Portfolio, on the other hand, can expect to realize
benefits from economies of scale as the assets of the Fund and
Portfolio increase. The Board acknowledged the difficulty in
accurately measuring the benefits resulting from the economies
of scale with respect to the management of any specific fund or
group of funds. The Board reviewed data summarizing the
increases and decreases in the assets of the Fund and of all
Eaton Vance Funds as a group over various time periods, and
evaluated the extent to which the total expense ratio of the
Fund and BMRs and LGMs profitability may expect to
be affected by such increases or decreases. The Board concluded
that the structure of the advisory fee and the
sub-advisory
fee, which include breakpoints at several asset levels, can be
expected to cause BMR and its affiliates, LGM, and the Fund to
share such benefits equitably.
30
Eaton Vance
Greater
India Fund
June 30, 2011
|
|
|
|
|
Officers of Eaton Vance Greater
India Fund
|
|
|
Duncan W. Richardson President
Payson F. Swaffield Vice President
Barbara E. Campbell Treasurer
|
|
Maureen A. Gemma
Vice President, Secretary and Chief Legal Officer
Paul M. ONeil
Chief Compliance Officer
|
|
|
|
|
|
Officers of Greater India Portfolio
|
|
|
|
|
|
|
Hon. Robert Lloyd George President
Duncan W. Richardson Vice President
Barbara E. Campbell Treasurer
|
|
Maureen A. Gemma
Vice President, Secretary and Chief Legal Officer
Paul M. ONeil
Chief Compliance Officer
|
|
|
|
|
|
Trustees of Eaton Vance Greater
India Fund and Greater India Portfolio
|
|
|
Ralph F. Verni Chairman
Benjamin C. Esty
Thomas E. Faust Jr.*
Allen R. Freedman
|
|
William H. Park
Ronald A. Pearlman
Helen Frame Peters
Lynn A. Stout
|
|
|
31
Eaton Vance
Greater
India Fund
June 30, 2011
Privacy. The
Eaton Vance organization is committed to ensuring your financial
privacy. Each of the financial institutions identified below has
in effect the following policy (Privacy Policy) with
respect to nonpublic personal information about its customers:
|
|
|
Only such information received from you, through application
forms or otherwise, and information about your Eaton Vance fund
transactions will be collected. This may include information
such as name, address, social security number, tax status,
account balances and transactions.
|
|
|
None of such information about you (or former customers) will be
disclosed to anyone, except as permitted by law (which includes
disclosure to employees necessary to service your account). In
the normal course of servicing a customers account, Eaton
Vance may share information with unaffiliated third parties that
perform various required services such as transfer agents,
custodians and broker/dealers.
|
|
|
Policies and procedures (including physical, electronic and
procedural safeguards) are in place that are designed to protect
the confidentiality of such information.
|
|
|
We reserve the right to change our Privacy Policy at any time
upon proper notification to you. Customers may want to review
our Privacy Policy periodically for changes by accessing the
link on our homepage: www.eatonvance.com.
|
Our pledge of privacy applies to the following entities within
the Eaton Vance organization: the Eaton Vance Family of Funds,
Eaton Vance Management, Eaton Vance Investment Counsel, Eaton
Vance Distributors, Inc., Eaton Vance Trust Company, Eaton Vance
Managements Real Estate Investment Group and Boston
Management and Research. In addition, our Privacy Policy applies
only to those Eaton Vance customers who are individuals and who
have a direct relationship with us. If a customers account
(i.e., fund shares) is held in the name of a third-party
financial advisor/broker-dealer, it is likely that only such
advisors privacy policies apply to the customer. This
notice supersedes all previously issued privacy disclosures. For
more information about Eaton Vances Privacy Policy, please
call
1-800-262-1122.
Delivery of Shareholder
Documents. The Securities and Exchange
Commission (SEC) permits funds to deliver only one copy of
shareholder documents, including prospectuses, proxy statements
and shareholder reports, to fund investors with multiple
accounts at the same residential or post office box address.
This practice is often called householding and it
helps eliminate duplicate mailings to shareholders. Eaton
Vance, or your financial advisor, may household the mailing of
your documents indefinitely unless you instruct Eaton Vance, or
your financial advisor, otherwise. If you would prefer that
your Eaton Vance documents not be householded, please contact
Eaton Vance at
1-800-262-1122,
or contact your financial advisor. Your instructions that
householding not apply to delivery of your Eaton Vance documents
will be effective within 30 days of receipt by Eaton Vance
or your financial advisor.
Portfolio
Holdings. Each Eaton Vance Fund and its
underlying Portfolio(s) (if applicable) will file a schedule of
portfolio holdings on
Form N-Q
with the SEC for the first and third quarters of each fiscal
year. The
Form N-Q
will be available on the Eaton Vance website at
www.eatonvance.com, by calling Eaton Vance at
1-800-262-1122
or in the EDGAR database on the SECs website at
www.sec.gov.
Form N-Q
may also be reviewed and copied at the SECs public
reference room in Washington, D.C. (call
1-800-732-0330
for information on the operation of the public reference room).
Proxy
Voting. From time to time, funds are required to
vote proxies related to the securities held by the funds. The
Eaton Vance Funds or their underlying Portfolios (if applicable)
vote proxies according to a set of policies and procedures
approved by the Funds and Portfolios Boards. You may
obtain a description of these policies and procedures and
information on how the Funds or Portfolios voted proxies
relating to portfolio securities during the most recent 12-month
period ended June 30, without charge, upon request, by
calling
1-800-262-1122
and by accessing the SECs website at www.sec.gov.
32
Investment
Adviser of Greater India Portfolio
Boston
Management and Research
Two International Place
Boston, MA 02110
Sub-Adviser
of Greater India Portfolio
Lloyd
George Management (Hong Kong) Limited
Suite 3808, One Exchange Square
Central, Hong Kong
Administrator
of Eaton Vance Greater India Fund
Eaton
Vance Management
Two International Place
Boston, MA 02110
Principal
Underwriter*
Eaton
Vance Distributors, Inc.
Two International Place
Boston, MA 02110
(617) 482-8260
Custodian
State
Street Bank and Trust Company
200 Clarendon Street
Boston, MA 02116
Transfer
Agent
BNY Mellon
Investment Servicing (US) Inc.
Attn: Eaton Vance Funds
P.O. Box 9653
Providence, RI
02940-9653
(800) 262-1122
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.
|
Item 2. Code of Ethics
The registrant has adopted a code of ethics applicable to its Principal Executive Officer,
Principal Financial Officer and Principal Accounting Officer. The registrant undertakes to provide
a copy of such code of ethics to any person upon request, without charge, by calling
1-800-262-1122.
Item 3. Audit Committee Financial Expert
The registrants Board has designated William H. Park, an independent trustee, as its audit
committee financial expert. Mr. Park is a certified public accountant who is the Chief Financial
Officer of Aveon Group, L.P. (an investment management firm). Previously, he served as the Vice
Chairman of Commercial Industrial Finance Corp. (specialty finance company), as President and Chief
Executive Officer of Prizm Capital Management, LLC (investment management firm), as Executive Vice
President and Chief Financial Officer of United Asset Management Corporation (an institutional
investment management firm) and as a Senior Manager at Price Waterhouse (now
PricewaterhouseCoopers) (an independent registered public accounting firm).
Item 4. Principal Accountant Fees and Services
Not required in this filing.
Item 5. Audit Committee of Listed Registrants
Not required in this filing.
Item 6. Schedule of Investments
Please see schedule of investments contained in the Report to Stockholders included under Item 1 of
this Form N-CSR.
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment
Companies
Not applicable.
Item 8. Portfolio Managers of Closed-End Management Investment Companies
Not applicable.
Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated
Purchasers
Not applicable.
Item 10. Submission of Matters to a Vote of Security Holders
No Material Changes.
Item 11. Controls and Procedures
(a) It is the conclusion of the registrants principal executive officer and principal
financial officer that the effectiveness of the registrants 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 Commissions rules and forms and that the information required to be disclosed by
the registrant has been accumulated and communicated to the registrants principal executive
officer and principal financial officer in order to allow timely decisions regarding required
disclosure.
(b) There have been no changes in the registrants internal controls over financial reporting
during the second fiscal quarter of the period covered by this report that has materially affected,
or is reasonably likely to materially affect, the registrants internal control over financial
reporting.
Item 12. Exhibits
|
|
|
(a)(1)
|
|
Registrants Code of Ethics Not applicable (please see Item 2). |
(a)(2)(i)
|
|
Treasurers Section 302 certification. |
(a)(2)(ii)
|
|
Presidents Section 302 certification. |
(b)
|
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Combined Section 906 certification. |
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company
Act of 1940, the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Greater India Portfolio
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By: |
/s/ Hon. Robert Lloyd George
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Hon. Robert Lloyd George |
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President |
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Date: August 16, 2011
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.
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By: |
/s/ Barbara E. Campbell
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Barbara E. Campbell |
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Treasurer |
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Date: August 16, 2011
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By: |
/s/ Hon. Robert Lloyd George
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Hon. Robert Lloyd George |
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President |
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Date: August 16, 2011