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 | 811-07409 | |||||||
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Tax-Managed Growth Portfolio | ||||||||
(Exact name of registrant as specified in charter) | ||||||||
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The Eaton Vance Building, 255 State Street, Boston, Massachusetts |
| 02109 | ||||||
(Address of principal executive offices) |
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Maureen A. Gemma | ||||||||
(Name and address of agent for service) | ||||||||
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Registrant’s telephone number, including area code: | (617) 482-8260 |
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Date of fiscal year end: | December 31 |
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Date of reporting period: | June 30, 2008 |
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Item 1. Reports to Stockholders
Tax-Managed Growth Portfolio as of June 30, 2008
PORTFOLIO OF INVESTMENTS (Unaudited)
Common Stocks — 98.4% | |||||||||||
Security | Shares | Value | |||||||||
Aerospace & Defense — 3.9% | |||||||||||
Boeing Co. (The) | 973,013 | $ | 63,946,414 | ||||||||
General Dynamics Corp. | 1,484,304 | 124,978,397 | |||||||||
Honeywell International, Inc. | 293,134 | 14,738,778 | |||||||||
Lockheed Martin Corp. | 19,800 | 1,953,468 | |||||||||
Northrop Grumman Corp. | 3,054,737 | 204,361,905 | |||||||||
Raytheon Co. | 58,540 | 3,294,631 | |||||||||
Rockwell Collins, Inc. | 129,632 | 6,217,151 | |||||||||
United Technologies Corp. | 3,701,837 | 228,403,343 | |||||||||
$ | 647,894,087 | ||||||||||
Air Freight & Logistics — 2.0% | |||||||||||
CH Robinson Worldwide, Inc. | 189,610 | $ | 10,398,212 | ||||||||
FedEx Corp. | 2,095,835 | 165,130,840 | |||||||||
United Parcel Service, Inc., Class B | 2,606,264 | 160,207,048 | |||||||||
$ | 335,736,100 | ||||||||||
Airlines — 0.0% | |||||||||||
Southwest Airlines Co. | 334,163 | $ | 4,357,486 | ||||||||
$ | 4,357,486 | ||||||||||
Auto Components — 0.2% | |||||||||||
Delphi Corp.(1) | 5,361 | $ | 391 | ||||||||
Johnson Controls, Inc. | 741,207 | 21,257,817 | |||||||||
WABCO Holdings, Inc. | 73,907 | 3,433,719 | |||||||||
$ | 24,691,927 | ||||||||||
Automobiles — 0.1% | |||||||||||
DaimlerChrysler AG | 24,284 | $ | 1,497,594 | ||||||||
Ford Motor Co.(1) | 4,330 | 20,827 | |||||||||
General Motors Corp. | 5,751 | 66,136 | |||||||||
Harley-Davidson, Inc. | 172,991 | 6,272,654 | |||||||||
$ | 7,857,211 | ||||||||||
Beverages — 6.2% | |||||||||||
Anheuser-Busch Cos., Inc. | 4,663,258 | $ | 289,681,587 | ||||||||
Brown-Forman Corp., Class A | 479,732 | 36,469,227 | |||||||||
Brown-Forman Corp., Class B | 45,820 | 3,462,617 | |||||||||
Coca-Cola Co. (The) | 5,241,602 | 272,458,472 | |||||||||
Coca-Cola Enterprises, Inc. | 1,290,080 | 22,318,384 | |||||||||
PepsiCo, Inc. | 6,270,790 | 398,759,536 | |||||||||
$ | 1,023,149,823 |
Security | Shares | Value | |||||||||
Biotechnology — 1.1% | |||||||||||
Amgen, Inc.(1) | 2,977,102 | $ | 140,400,130 | ||||||||
Biogen Idec, Inc.(1) | 212,421 | 11,872,210 | |||||||||
Genentech, Inc.(1) | 11,609 | 881,123 | |||||||||
Genzyme Corp.(1) | 244,608 | 17,616,668 | |||||||||
Gilead Sciences, Inc.(1) | 272,329 | 14,419,821 | |||||||||
$ | 185,189,952 | ||||||||||
Building Products — 0.1% | |||||||||||
Masco Corp. | 778,014 | $ | 12,238,160 | ||||||||
$ | 12,238,160 | ||||||||||
Capital Markets — 4.1% | |||||||||||
Affiliated Managers Group, Inc.(1) | 20,520 | $ | 1,848,031 | ||||||||
Ameriprise Financial, Inc. | 65,118 | 2,648,349 | |||||||||
Bank of New York Mellon Corp. (The) | 880,667 | 33,315,633 | |||||||||
Charles Schwab Corp. (The) | 797,107 | 16,372,578 | |||||||||
Credit Suisse Group | 155,136 | 7,081,776 | |||||||||
Deutsche Bank AG | 16,000 | 1,365,600 | |||||||||
E*Trade Financial Corp.(1) | 45,935 | 144,236 | |||||||||
Federated Investors, Inc., Class B | 1,213,184 | 41,757,793 | |||||||||
Franklin Resources, Inc. | 539,468 | 49,442,242 | |||||||||
Goldman Sachs Group, Inc. | 1,116,548 | 195,284,245 | |||||||||
Knight Capital Group, Inc., Class A(1) | 571,423 | 10,274,186 | |||||||||
Legg Mason, Inc. | 82,784 | 3,606,899 | |||||||||
Lehman Brothers Holdings, Inc. | 195,374 | 3,870,359 | |||||||||
Merrill Lynch & Co., Inc. | 2,120,933 | 67,254,785 | |||||||||
Morgan Stanley | 3,022,205 | 109,010,934 | |||||||||
Northern Trust Corp. | 676,568 | 46,392,268 | |||||||||
Piper Jaffray Cos., Inc.(1) | 8,742 | 256,403 | |||||||||
Raymond James Financial, Inc. | 157,500 | 4,156,425 | |||||||||
State Street Corp. | 595,981 | 38,136,824 | |||||||||
T. Rowe Price Group, Inc. | 341,862 | 19,304,947 | |||||||||
UBS AG(1) | 202,604 | 4,185,799 | |||||||||
Waddell & Reed Financial, Inc., Class A | 273,635 | 9,579,961 | |||||||||
$ | 665,290,273 | ||||||||||
Chemicals — 0.9% | |||||||||||
Arch Chemicals, Inc. | 4,950 | $ | 164,092 | ||||||||
Ashland, Inc. | 39,261 | 1,892,380 | |||||||||
Dow Chemical Co. (The) | 252,695 | 8,821,582 | |||||||||
E.I. Du Pont de Nemours & Co. | 1,095,402 | 46,981,792 | |||||||||
Ecolab, Inc. | 414,911 | 17,837,024 | |||||||||
Monsanto Co. | 36,099 | 4,564,358 |
See notes to financial statements
11
Tax-Managed Growth Portfolio as of June 30, 2008
PORTFOLIO OF INVESTMENTS (Unaudited) CONT'D
Security | Shares | Value | |||||||||
Chemicals (continued) | |||||||||||
Olin Corp. | 9,900 | $ | 259,182 | ||||||||
PPG Industries, Inc. | 14,262 | 818,211 | |||||||||
Rohm and Haas Co. | 2,380 | 110,527 | |||||||||
Sigma-Aldrich Corp. | 1,049,102 | 56,504,634 | |||||||||
Tronox, Inc., Class B | 3,250 | 9,815 | |||||||||
Valspar Corp. (The) | 716,998 | 13,558,432 | |||||||||
$ | 151,522,029 | ||||||||||
Commercial Banks — 3.9% | |||||||||||
Associated Banc-Corp. | 34,850 | $ | 672,256 | ||||||||
Banco Bilbao Vizcaya Argentaria SA ADR | 76,264 | 1,446,728 | |||||||||
Bank of Hawaii Corp. | 69,735 | 3,333,333 | |||||||||
Bank of Montreal | 60,909 | 2,511,278 | |||||||||
BB&T Corp. | 1,490,483 | 33,938,298 | |||||||||
City National Corp. | 143,260 | 6,026,948 | |||||||||
Comerica, Inc. | 304,100 | 7,794,083 | |||||||||
Commerce Bancshares, Inc. | 38,695 | 1,534,644 | |||||||||
Fifth Third Bancorp | 2,977,021 | 30,306,074 | |||||||||
First Horizon National Corp. | 106,594 | 791,993 | |||||||||
First Midwest Bancorp, Inc. | 241,668 | 4,507,108 | |||||||||
HSBC Holdings PLC | 220,592 | 3,400,080 | |||||||||
HSBC Holdings PLC ADR | 378,428 | 29,025,428 | |||||||||
Huntington Bancshares, Inc. | 440,910 | 2,544,051 | |||||||||
KeyCorp | 482,261 | 5,295,226 | |||||||||
M&T Bank Corp. | 63,634 | 4,488,742 | |||||||||
Marshall & Ilsley Corp. | 672,512 | 10,309,609 | |||||||||
National City Corp.(2) | 1,191,169 | 5,681,876 | |||||||||
PNC Financial Services Group, Inc. | 86,068 | 4,914,483 | |||||||||
Regions Financial Corp. | 1,944,333 | 21,212,673 | |||||||||
Royal Bank of Canada | 610,067 | 27,251,693 | |||||||||
Societe Generale | 1,669,583 | 144,852,104 | |||||||||
SunTrust Banks, Inc. | 829,056 | 30,028,408 | |||||||||
Synovus Financial Corp. | 490,874 | 4,285,330 | |||||||||
Toronto-Dominion Bank | 17,915 | 1,115,567 | |||||||||
Trustmark Corp. | 205,425 | 3,625,751 | |||||||||
U.S. Bancorp | 4,879,497 | 136,089,171 | |||||||||
Valley National Bancorp. | 5,490 | 86,577 | |||||||||
Wachovia Corp. | 2,729,682 | 42,391,961 | |||||||||
Wells Fargo & Co. | 2,841,132 | 67,476,885 | |||||||||
Westamerica Bancorporation | 1,968 | 103,497 | |||||||||
Zions Bancorporation | 328,893 | 10,356,841 | |||||||||
$ | 647,398,696 |
Security | Shares | Value | |||||||||
Commercial Services & Supplies — 0.2% | |||||||||||
ACCO Brands Corp.(1) | 15,490 | $ | 173,953 | ||||||||
Allied Waste Industries, Inc.(1) | 600,000 | 7,572,000 | |||||||||
Avery Dennison Corp. | 56,594 | 2,486,174 | |||||||||
Cintas Corp. | 279,410 | 7,407,159 | |||||||||
Herman Miller, Inc. | 150,600 | 3,748,434 | |||||||||
HNI Corp. | 291,437 | 5,146,777 | |||||||||
PHH Corp.(1) | 20,068 | 308,044 | |||||||||
Pitney Bowes, Inc. | 43,177 | 1,472,336 | |||||||||
RR Donnelley & Sons Co. | 7,569 | 224,724 | |||||||||
Waste Management, Inc. | 143,738 | 5,420,360 | |||||||||
$ | 33,959,961 | ||||||||||
Communications Equipment — 2.9% | |||||||||||
ADC Telecommunications, Inc.(1) | 1 | $ | 15 | ||||||||
Alcatel SA ADR(1) | 89,240 | 539,010 | |||||||||
Cisco Systems, Inc.(1) | 8,618,587 | 200,468,334 | |||||||||
Corning, Inc. | 3,669,485 | 84,581,629 | |||||||||
EchoStar Corp., Class A(1) | 7,030 | 219,477 | |||||||||
Juniper Networks, Inc.(1) | 137,067 | 3,040,146 | |||||||||
Motorola, Inc. | 1,238,348 | 9,089,474 | |||||||||
Nokia Oyj ADR | 2,012,328 | 49,302,036 | |||||||||
Nortel Networks Corp.(1) | 72,544 | 596,312 | |||||||||
QUALCOMM, Inc. | 2,806,558 | 124,526,978 | |||||||||
Research In Motion, Ltd.(1) | 75,000 | 8,767,500 | |||||||||
Tellabs, Inc.(1) | 25,118 | 116,799 | |||||||||
$ | 481,247,710 | ||||||||||
Computer Peripherals — 2.7% | |||||||||||
Apple, Inc.(1) | 176,164 | $ | 29,496,900 | ||||||||
Dell, Inc.(1) | 4,273,087 | 93,495,144 | |||||||||
EMC Corp.(1) | 1,746,375 | 25,654,249 | |||||||||
Hewlett-Packard Co. | 897,649 | 39,685,062 | |||||||||
International Business Machines Corp. | 1,713,292 | 203,076,501 | |||||||||
Lexmark International, Inc., Class A(1) | 1,089,157 | 36,410,519 | |||||||||
NetApp, Inc.(1) | 419,094 | 9,077,576 | |||||||||
Sun Microsystems, Inc.(1) | 7,208 | 78,423 | |||||||||
$ | 436,974,374 | ||||||||||
Construction & Engineering — 0.0% | |||||||||||
Jacobs Engineering Group, Inc.(1) | 87,997 | $ | 7,101,358 | ||||||||
$ | 7,101,358 |
See notes to financial statements
12
Tax-Managed Growth Portfolio as of June 30, 2008
PORTFOLIO OF INVESTMENTS (Unaudited) CONT'D
Security | Shares | Value | |||||||||
Construction Materials — 0.1% | |||||||||||
CRH PLC | 159,526 | $ | 4,579,115 | ||||||||
Vulcan Materials Co. | 201,862 | 12,067,310 | |||||||||
$ | 16,646,425 | ||||||||||
Consumer Finance — 0.7% | |||||||||||
American Express Co. | 677,156 | $ | 25,508,467 | ||||||||
Capital One Financial Corp. | 1,718,090 | 65,304,601 | |||||||||
Discover Financial Services | 1,230,162 | 16,201,234 | |||||||||
SLM Corp.(1) | 70,005 | 1,354,597 | |||||||||
$ | 108,368,899 | ||||||||||
Containers & Packaging — 0.1% | |||||||||||
Bemis Co., Inc. | 279,823 | $ | 6,273,632 | ||||||||
Sonoco Products Co. | 38,555 | 1,193,277 | |||||||||
Temple-Inland, Inc. | 90,660 | 1,021,738 | |||||||||
$ | 8,488,647 | ||||||||||
Distributors — 0.1% | |||||||||||
Genuine Parts Co. | 188,424 | $ | 7,476,664 | ||||||||
$ | 7,476,664 | ||||||||||
Diversified Consumer Services — 0.2% | |||||||||||
Apollo Group, Inc., Class A(1) | 27,070 | $ | 1,198,118 | ||||||||
H&R Block, Inc. | 1,603,312 | 34,310,877 | |||||||||
$ | 35,508,995 | ||||||||||
Diversified Financial Services — 1.4% | |||||||||||
Bank of America Corp. | 3,446,003 | $ | 82,256,092 | ||||||||
Citigroup, Inc. | 2,269,303 | 38,033,518 | |||||||||
CME Group, Inc. | 15,159 | 5,808,777 | |||||||||
ING Groep NV ADR | 92,791 | 2,927,556 | |||||||||
IntercontinentalExchange, Inc.(1) | 13,162 | 1,500,468 | |||||||||
JPMorgan Chase & Co. | 2,682,847 | 92,048,481 | |||||||||
Moody's Corp. | 323,702 | 11,148,297 | |||||||||
$ | 233,723,189 | ||||||||||
Diversified Telecommunication Services — 1.8% | |||||||||||
AT&T, Inc. | 1,589,435 | $ | 53,548,065 | ||||||||
BCE, Inc. | 2,653,500 | 92,368,335 | |||||||||
Bell Aliant Regional Communications, Inc.(1)(3) | 210,251 | 6,026,415 | |||||||||
Deutsche Telekom AG ADR | 1,759,603 | 28,804,701 | |||||||||
Embarq Corp. | 10,156 | 480,074 | |||||||||
Fairpoint Communciations, Inc. | 7,769 | 56,014 | |||||||||
McLeod USA, Inc., Class A(1)(4) | 947 | 0 |
Security | Shares | Value | |||||||||
Diversified Telecommunication Services (continued) | |||||||||||
RSL Communications, Ltd., Class A(1)(4) | 247,161 | $ | 0 | ||||||||
Telefonos de Mexico SA de CV ADR | 2,019,435 | 47,820,221 | |||||||||
Telmex Internacional SAB de CV ADR(1) | 2,019,435 | 32,512,903 | |||||||||
Verizon Communications, Inc. | 512,786 | 18,152,624 | |||||||||
Windstream Corp. | 906,552 | 11,186,852 | |||||||||
$ | 290,956,204 | ||||||||||
Electric Utilities — 0.6% | |||||||||||
Duke Energy Corp. | 432,532 | $ | 7,517,406 | ||||||||
Exelon Corp. | 1,011,736 | 91,015,771 | |||||||||
Southern Co. (The) | 68,451 | 2,390,309 | |||||||||
$ | 100,923,486 | ||||||||||
Electrical Equipment — 0.8% | |||||||||||
Emerson Electric Co. | 2,529,221 | $ | 125,069,978 | ||||||||
Rockwell Automation, Inc. | 112,400 | 4,915,252 | |||||||||
Roper Industries, Inc. | 46,244 | 3,046,555 | |||||||||
$ | 133,031,785 | ||||||||||
Electronic Equipment & Instruments — 0.4% | |||||||||||
Agilent Technologies, Inc.(1) | 459,803 | $ | 16,341,399 | ||||||||
Arrow Electronics, Inc.(1) | 8,750 | 268,800 | |||||||||
Flextronics International, Ltd.(1) | 480,195 | 4,513,833 | |||||||||
Jabil Circuit, Inc. | 1,435,596 | 23,558,130 | |||||||||
National Instruments Corp. | 88,674 | 2,515,681 | |||||||||
Plexus Corp.(1) | 138,091 | 3,822,359 | |||||||||
Tyco Electronics, Ltd. | 261,877 | 9,380,434 | |||||||||
$ | 60,400,636 | ||||||||||
Energy Equipment & Services — 1.3% | |||||||||||
Baker Hughes, Inc. | 204,980 | $ | 17,902,953 | ||||||||
Halliburton Co. | 900,476 | 47,788,261 | |||||||||
Schlumberger, Ltd. | 1,176,016 | 126,339,399 | |||||||||
Transocean, Inc.(1) | 81,993 | 12,494,913 | |||||||||
$ | 204,525,526 | ||||||||||
Food & Staples Retailing — 2.6% | |||||||||||
Costco Wholesale Corp. | 913,115 | $ | 64,045,886 | ||||||||
CVS Caremark Corp. | 2,389,630 | 94,557,659 | |||||||||
Kroger Co. (The) | 1,311,785 | 37,871,233 | |||||||||
Safeway, Inc. | 534,989 | 15,273,936 | |||||||||
Sysco Corp. | 2,322,757 | 63,899,045 | |||||||||
Walgreen Co. | 971,030 | 31,568,185 | |||||||||
Wal-Mart Stores, Inc. | 2,033,522 | 114,283,936 | |||||||||
$ | 421,499,880 |
See notes to financial statements
13
Tax-Managed Growth Portfolio as of June 30, 2008
PORTFOLIO OF INVESTMENTS (Unaudited) CONT'D
Security | Shares | Value | |||||||||
Food Products — 2.5% | |||||||||||
Archer-Daniels-Midland Co.(5) | 25,859 | $ | 872,087 | ||||||||
Archer-Daniels-Midland Co. | 1,933,807 | 65,265,986 | |||||||||
Campbell Soup Co. | 1,286,000 | 43,029,560 | |||||||||
ConAgra Foods, Inc. | 184,395 | 3,555,136 | |||||||||
Del Monte Foods Co. | 21,341 | 151,521 | |||||||||
General Mills, Inc. | 28,272 | 1,718,089 | |||||||||
H.J. Heinz Co. | 124,700 | 5,966,895 | |||||||||
Hershey Co. (The) | 519,478 | 17,028,489 | |||||||||
J.M. Smucker Co. (The) | 3,166 | 128,666 | |||||||||
Kellogg Co. | 9,362 | 449,563 | |||||||||
Kraft Foods, Inc., Class A | 337,808 | 9,610,638 | |||||||||
Nestle SA | 2,750,000 | 124,286,760 | |||||||||
Sara Lee Corp. | 3,321,072 | 40,683,132 | |||||||||
Smithfield Foods, Inc.(1) | 580,473 | 11,539,803 | |||||||||
TreeHouse Foods, Inc.(1) | 2 | 49 | |||||||||
Tyson Foods, Inc., Class A | 110,347 | 1,648,584 | |||||||||
Unilever NV | 72,175 | 2,049,770 | |||||||||
Unilever PLC ADR | 1,755 | 49,860 | |||||||||
William Wrigley Jr. Co. | 997,504 | 77,585,861 | |||||||||
$ | 405,620,449 | ||||||||||
Health Care Equipment & Supplies — 1.4% | |||||||||||
Baxter International, Inc. | 244,163 | $ | 15,611,782 | ||||||||
Becton, Dickinson and Co. | 63,708 | 5,179,460 | |||||||||
Boston Scientific Corp.(1) | 1,124,134 | 13,815,607 | |||||||||
Covidien, Ltd. | 281,877 | 13,499,090 | |||||||||
Hospira, Inc.(1) | 110,611 | 4,436,607 | |||||||||
Medtronic, Inc. | 2,639,819 | 136,610,633 | |||||||||
St. Jude Medical, Inc.(1) | 153,032 | 6,255,948 | |||||||||
Stryker Corp. | 168,467 | 10,593,205 | |||||||||
Zimmer Holdings, Inc.(1) | 291,816 | 19,858,079 | |||||||||
$ | 225,860,411 | ||||||||||
Health Care Providers & Services — 1.4% | |||||||||||
AmerisourceBergen Corp. | 368,948 | $ | 14,754,231 | ||||||||
Cardinal Health, Inc. | 1,856,066 | 95,735,884 | |||||||||
CIGNA Corp. | 49,467 | 1,750,637 | |||||||||
Express Scripts, Inc.(1) | 196,994 | 12,355,464 | |||||||||
Health Management Associates, Inc., Class A(1) | 124,425 | 810,007 | |||||||||
Henry Schein, Inc.(1) | 946,563 | 48,814,254 | |||||||||
IMS Health, Inc. | 120,055 | 2,797,281 | |||||||||
McKesson Corp. | 6,462 | 361,290 | |||||||||
Medco Health Solutions, Inc.(1) | 341,920 | 16,138,624 | |||||||||
PharMerica Corp.(1) | 30,682 | 693,106 | |||||||||
Sunrise Senior Living, Inc.(1) | 8,000 | 179,840 |
Security | Shares | Value | |||||||||
Health Care Providers & Services (continued) | |||||||||||
Tenet Healthcare Corp.(1) | 1,548 | $ | 8,607 | ||||||||
UnitedHealth Group, Inc. | 441,856 | 11,598,720 | |||||||||
WellPoint, Inc.(1) | 609,715 | 29,059,017 | |||||||||
$ | 235,056,962 | ||||||||||
Hotels, Restaurants & Leisure — 0.9% | |||||||||||
Carnival Corp., Unit | 542,168 | $ | 17,869,857 | ||||||||
Darden Restaurants, Inc. | 147,345 | 4,706,199 | |||||||||
International Game Technology | 416,304 | 10,399,274 | |||||||||
International Speedway Corp., Class A | 118,344 | 4,618,966 | |||||||||
Marriott International, Inc., Class A | 424,554 | 11,140,297 | |||||||||
McDonald's Corp. | 913,251 | 51,342,971 | |||||||||
Starbucks Corp.(1) | 2,248,271 | 35,387,786 | |||||||||
Wyndham Worldwide Corp. | 110,649 | 1,981,724 | |||||||||
Yum! Brands, Inc. | 241,673 | 8,480,306 | |||||||||
$ | 145,927,380 | ||||||||||
Household Durables — 0.2% | |||||||||||
Blyth, Inc. | 46,500 | $ | 559,395 | ||||||||
D.R. Horton, Inc. | 639,250 | 6,935,862 | |||||||||
Fortune Brands, Inc. | 117,478 | 7,331,802 | |||||||||
Leggett & Platt, Inc. | 1,126,564 | 18,892,478 | |||||||||
Newell Rubbermaid, Inc. | 101,321 | 1,701,180 | |||||||||
$ | 35,420,717 | ||||||||||
Household Products — 3.4% | |||||||||||
Clorox Co. (The) | 31,145 | $ | 1,625,769 | ||||||||
Colgate-Palmolive Co. | 694,712 | 48,004,599 | |||||||||
Energizer Holdings, Inc.(1) | 76,555 | 5,595,405 | |||||||||
Kimberly-Clark Corp. | 645,207 | 38,570,474 | |||||||||
Procter & Gamble Co. | 7,705,163 | 468,550,962 | |||||||||
$ | 562,347,209 | ||||||||||
Independent Power Producers & Energy Traders — 0.0% | |||||||||||
AES Corp. (The)(1) | 133,519 | $ | 2,564,900 | ||||||||
$ | 2,564,900 | ||||||||||
Industrial Conglomerates — 2.6% | |||||||||||
3M Co. | 1,005,447 | $ | 69,969,057 | ||||||||
General Electric Co. | 13,250,553 | 353,657,260 | |||||||||
Textron, Inc. | 43,912 | 2,104,702 | |||||||||
Tyco International, Ltd. | 50,145 | 2,007,806 | |||||||||
$ | 427,738,825 |
See notes to financial statements
14
Tax-Managed Growth Portfolio as of June 30, 2008
PORTFOLIO OF INVESTMENTS (Unaudited) CONT'D
Security | Shares | Value | |||||||||
Insurance — 4.7% | |||||||||||
Aegon NV ADR | 5,272,475 | $ | 69,122,147 | ||||||||
AFLAC, Inc. | 2,241,995 | 140,797,286 | |||||||||
Allstate Corp. (The) | 191,074 | 8,711,064 | |||||||||
American International Group, Inc. | 6,235,727 | 164,997,336 | |||||||||
AON Corp. | 366,537 | 16,838,710 | |||||||||
Arthur J. Gallagher & Co. | 557,025 | 13,424,303 | |||||||||
Berkshire Hathaway, Inc., Class A(1) | 633 | 76,434,750 | |||||||||
Berkshire Hathaway, Inc., Class B(1) | 40,387 | 162,032,644 | |||||||||
Chubb Corp. | 28,354 | 1,389,630 | |||||||||
Cincinnati Financial Corp. | 66,783 | 1,696,288 | |||||||||
Hartford Financial Services Group, Inc. | 58,685 | 3,789,290 | |||||||||
Lincoln National Corp. | 142,819 | 6,472,557 | |||||||||
Manulife Financial Corp. | 246,658 | 8,561,499 | |||||||||
Marsh & McLennan Cos., Inc. | 416,952 | 11,070,076 | |||||||||
MetLife, Inc. | 81 | 4,274 | |||||||||
Old Republic International Corp. | 290,664 | 3,441,462 | |||||||||
Progressive Corp. | 2,706,380 | 50,663,434 | |||||||||
SAFECO Corp. | 8,000 | 537,280 | |||||||||
Torchmark Corp. | 318,929 | 18,705,186 | |||||||||
Travelers Companies, Inc. (The) | 341,539 | 14,822,793 | |||||||||
UnumProvident Group | 39,000 | 797,550 | |||||||||
XL Capital Ltd., Class A | 176,300 | 3,624,728 | |||||||||
$ | 777,934,287 | ||||||||||
Internet & Catalog Retail — 0.1% | |||||||||||
Amazon.com, Inc.(1) | 43,801 | $ | 3,211,927 | ||||||||
Expedia, Inc.(1) | 403,096 | 7,408,904 | |||||||||
IAC/InterActiveCorp(1) | 429,832 | 8,287,161 | |||||||||
$ | 18,907,992 | ||||||||||
Internet Software & Services — 1.2% | |||||||||||
Akamai Technologies, Inc.(1) | 530,000 | $ | 18,438,700 | ||||||||
eBay, Inc.(1) | 1,266,744 | 34,620,114 | |||||||||
Google, Inc., Class A(1) | 267,204 | 140,661,530 | |||||||||
$ | 193,720,344 | ||||||||||
IT Services — 2.1% | |||||||||||
Accenture, Ltd., Class A | 2,739,520 | $ | 111,553,254 | ||||||||
Acxiom Corp. | 74,785 | 859,280 | |||||||||
Automatic Data Processing, Inc. | 1,464,001 | 61,341,642 | |||||||||
Broadridge Financial Solutions, Inc. | 23,891 | 502,906 | |||||||||
Computer Sciences Corp.(1) | 226,702 | 10,618,722 | |||||||||
DST Systems, Inc.(1) | 22,600 | 1,244,130 |
Security | Shares | Value | |||||||||
IT Services (continued) | |||||||||||
Electronic Data Systems Corp. | 1,252 | $ | 30,849 | ||||||||
Fiserv, Inc.(1) | 836,355 | 37,945,426 | |||||||||
Gartner, Inc., Class A(1) | 30,575 | 633,514 | |||||||||
Metavante Technologies, Inc.(1) | 201,899 | 4,566,955 | |||||||||
Paychex, Inc. | 983,290 | 30,757,311 | |||||||||
Perot Systems Corp.(1) | 321,536 | 4,826,255 | |||||||||
Total System Services, Inc. | 223,188 | 4,959,237 | |||||||||
Western Union Co. | 3,320,585 | 82,084,861 | |||||||||
$ | 351,924,342 | ||||||||||
Leisure Equipment & Products — 0.0% | |||||||||||
Eastman Kodak Co. | 3,791 | $ | 54,704 | ||||||||
Mattel, Inc. | 22,565 | 386,313 | |||||||||
$ | 441,017 | ||||||||||
Life Sciences Tools & Services — 0.2% | |||||||||||
Dionex Corp.(1) | 37,300 | $ | 2,475,601 | ||||||||
Invitrogen Corp.(1) | 693,826 | 27,239,609 | |||||||||
PerkinElmer, Inc. | 34,000 | 946,900 | |||||||||
Thermo Fisher Scientific, Inc.(1) | 18,700 | 1,042,151 | |||||||||
$ | 31,704,261 | ||||||||||
Machinery — 4.2% | |||||||||||
Caterpillar, Inc. | 215,929 | $ | 15,939,879 | ||||||||
Danaher Corp. | 3,893,159 | 300,941,191 | |||||||||
Deere & Co. | 3,469,340 | 250,243,494 | |||||||||
Dover Corp. | 653,465 | 31,608,102 | |||||||||
Illinois Tool Works, Inc. | 1,707,680 | 81,131,877 | |||||||||
ITT Industries, Inc. | 8,428 | 533,745 | |||||||||
Parker Hannifin Corp. | 45,658 | 3,256,329 | |||||||||
$ | 683,654,617 | ||||||||||
Media — 3.9% | |||||||||||
CBS Corp., Class A | 4,000 | $ | 77,920 | ||||||||
CBS Corp., Class B | 314,704 | 6,133,581 | |||||||||
Citadel Broadcasting Corp.(1) | 9,621 | 11,738 | |||||||||
Comcast Corp., Class A | 2,774,705 | 52,636,154 | |||||||||
Comcast Corp., Class A Special | 3,545,407 | 66,511,835 | |||||||||
Discovery Holding Co., Class A(1) | 16,629 | 365,173 | |||||||||
DISH Network Corp., Class A(1) | 35,150 | 1,029,192 | |||||||||
E.W. Scripps Co. (The), Class A | 51,066 | 2,121,282 | |||||||||
Entercom Communications Corp. | 220,000 | 1,544,400 | |||||||||
Gannett Co., Inc. | 475,121 | 10,295,872 |
See notes to financial statements
15
Tax-Managed Growth Portfolio as of June 30, 2008
PORTFOLIO OF INVESTMENTS (Unaudited) CONT'D
Security | Shares | Value | |||||||||
Media (continued) | |||||||||||
Havas Advertising | 3,047,734 | $ | 11,177,581 | ||||||||
Idearc, Inc. | 16,752 | 39,367 | |||||||||
Interpublic Group of Cos., Inc.(1) | 767,671 | 6,601,971 | |||||||||
Liberty Global, Inc., Series A(1) | 3,140 | 98,690 | |||||||||
Liberty Global, Inc., Series C(1) | 3,140 | 95,330 | |||||||||
Liberty Entertainment, Series A(1) | 33,260 | 805,890 | |||||||||
Liberty Interactive, Series A(1) | 41,572 | 613,603 | |||||||||
Liberty Capital, Class A | 8,315 | 119,736 | |||||||||
Live Nation, Inc.(1) | 8,750 | 92,575 | |||||||||
McGraw-Hill Cos., Inc. (The) | 499,647 | 20,045,838 | |||||||||
New York Times Co. (The), Class A | 22,468 | 345,783 | |||||||||
News Corp., Class A | 188,031 | 2,827,986 | |||||||||
Omnicom Group, Inc. | 4,812,634 | 215,991,014 | |||||||||
Publicis Groupe | 329,132 | 10,626,659 | |||||||||
Time Warner, Inc. | 4,002,679 | 59,239,649 | |||||||||
Viacom, Inc., Class A(1) | 4,000 | 122,440 | |||||||||
Viacom, Inc., Class B(1) | 298,748 | 9,123,764 | |||||||||
Vivendi SA | 128,988 | 4,867,052 | |||||||||
Walt Disney Co. | 4,887,643 | 152,494,462 | |||||||||
Washington Post Co., Class B | 12,870 | 7,553,403 | |||||||||
WPP Group PLC ADR | 67,544 | 3,229,954 | |||||||||
$ | 646,839,894 | ||||||||||
Metals & Mining — 0.0% | |||||||||||
Alcoa, Inc. | 85,947 | $ | 3,061,432 | ||||||||
Freeport-McMoRan Copper & Gold, Inc., Class B | 21,456 | 2,514,429 | |||||||||
$ | 5,575,861 | ||||||||||
Multiline Retail — 1.1% | |||||||||||
Dollar Tree, Inc.(1) | 30,000 | $ | 980,700 | ||||||||
Family Dollar Stores, Inc. | 287,608 | 5,734,904 | |||||||||
JC Penney Co., Inc. | 98,429 | 3,571,988 | |||||||||
Macy's, Inc. | 230,860 | 4,483,301 | |||||||||
Nordstrom, Inc. | 131,384 | 3,980,935 | |||||||||
Sears Holdings Corp.(1) | 4,107 | 302,522 | |||||||||
Target Corp. | 3,610,237 | 167,839,918 | |||||||||
$ | 186,894,268 | ||||||||||
Multi-Utilities — 0.0% | |||||||||||
Ameren Corp. | 5,000 | $ | 211,150 | ||||||||
PG&E Corp. | 3,000 | 119,070 | |||||||||
Wisconsin Energy Corp. | 9,576 | 433,027 | |||||||||
$ | 763,247 |
Security | Shares | Value | |||||||||
Office Electronics — 0.0% | |||||||||||
Xerox Corp. | 10,000 | $ | 135,600 | ||||||||
Zebra Technologies Corp., Class A(1) | 13,500 | 440,640 | |||||||||
$ | 576,240 | ||||||||||
Oil, Gas & Consumable Fuels — 14.2% | |||||||||||
Anadarko Petroleum Corp. | 4,381,890 | $ | 327,940,648 | ||||||||
Apache Corp. | 2,147,950 | 298,565,050 | |||||||||
BP PLC ADR | 4,848,301 | 337,296,301 | |||||||||
Chevron Corp. | 703,788 | 69,766,504 | |||||||||
ConocoPhillips | 6,175,750 | 582,929,043 | |||||||||
Devon Energy Corp. | 568,771 | 68,343,523 | |||||||||
El Paso Corp. | 97,665 | 2,123,237 | |||||||||
Exxon Mobil Corp. | 6,572,368 | 579,222,792 | |||||||||
Hess Corp. | 53,765 | 6,784,605 | |||||||||
Marathon Oil Corp. | 177,844 | 9,224,768 | |||||||||
Murphy Oil Corp. | 78,679 | 7,714,476 | |||||||||
Royal Dutch Shell PLC ADR, Class A | 157,131 | 12,839,174 | |||||||||
Royal Dutch Shell PLC ADR, Class B | 9,594 | 768,575 | |||||||||
Spectra Energy Corp. | 263,315 | 7,567,673 | |||||||||
Suncor Energy, Inc. | 8,100 | 470,772 | |||||||||
Total SA ADR | 154,652 | 13,187,176 | |||||||||
Williams Cos., Inc. | 223,515 | 9,009,890 | |||||||||
$ | 2,333,754,207 | ||||||||||
Paper and Forest Products — 0.1% | |||||||||||
International Paper Co. | 139,946 | $ | 3,260,742 | ||||||||
Neenah Paper, Inc. | 7,381 | 123,336 | |||||||||
Weyerhaeuser Co. | 85,055 | 4,349,713 | |||||||||
$ | 7,733,791 | ||||||||||
Personal Products — 0.0% | |||||||||||
Avon Products, Inc. | 104,000 | $ | 3,746,080 | ||||||||
Estee Lauder Cos., Inc., Class A | 13,035 | 605,476 | |||||||||
$ | 4,351,556 | ||||||||||
Pharmaceuticals — 7.8% | |||||||||||
Abbott Laboratories | 3,834,712 | $ | 203,124,695 | ||||||||
Allergan, Inc. | 282,162 | 14,686,532 | |||||||||
Bristol-Myers Squibb Co. | 3,890,450 | 79,870,939 | |||||||||
Eli Lilly & Co. | 4,403,703 | 203,274,930 | |||||||||
Forest Laboratories, Inc.(1) | 56,729 | 1,970,765 | |||||||||
GlaxoSmithKline PLC ADR | 442,201 | 19,554,128 | |||||||||
Johnson & Johnson | 3,897,694 | 250,777,632 |
See notes to financial statements
16
Tax-Managed Growth Portfolio as of June 30, 2008
PORTFOLIO OF INVESTMENTS (Unaudited) CONT'D
Security | Shares | Value | |||||||||
Pharmaceuticals (continued) | |||||||||||
King Pharmaceuticals, Inc.(1) | 152,305 | $ | 1,594,633 | ||||||||
Merck & Co., Inc. | 2,191,690 | 82,604,796 | |||||||||
Mylan, Inc.(1) | 6,832 | 82,462 | |||||||||
Novo Nordisk A/S ADR | 365,229 | 24,105,114 | |||||||||
Pfizer, Inc. | 12,476,193 | 217,959,092 | |||||||||
Schering-Plough Corp. | 1,809,728 | 35,633,544 | |||||||||
Shering AG ADR | 25,000 | 4,077,500 | |||||||||
Teva Pharmaceutical Industries, Ltd. ADR | 1,676,674 | 76,791,669 | |||||||||
Watson Pharmaceuticals, Inc.(1) | 558,195 | 15,166,158 | |||||||||
Wyeth Corp. | 909,627 | 43,625,711 | |||||||||
$ | 1,274,900,300 | ||||||||||
Real Estate Management & Development — 0.0% | |||||||||||
Forest City Enterprises, Inc., Class A | 56,500 | $ | 1,820,430 | ||||||||
Forestar Real Estate Group, Inc.(1) | 30,220 | 575,691 | |||||||||
$ | 2,396,121 | ||||||||||
Road & Rail — 0.1% | |||||||||||
Avis Budget Group, Inc.(1) | 55,110 | $ | 461,271 | ||||||||
Burlington Northern Santa Fe Corp. | 55,466 | 5,540,499 | |||||||||
CSX Corp. | 3,276 | 205,766 | |||||||||
Norfolk Southern Corp. | 3,090 | 193,650 | |||||||||
Union Pacific Corp. | 131,038 | 9,893,369 | |||||||||
$ | 16,294,555 | ||||||||||
Semiconductors & Semiconductor Equipment — 2.4% | |||||||||||
Analog Devices, Inc. | 585,574 | $ | 18,603,686 | ||||||||
Applied Materials, Inc. | 1,090,431 | 20,816,328 | |||||||||
Broadcom Corp., Class A(1) | 979,183 | 26,721,904 | |||||||||
Cypress Semiconductor Corp.(1) | 52,742 | 1,305,365 | |||||||||
Intel Corp. | 11,550,887 | 248,113,053 | |||||||||
KLA-Tencor Corp. | 148,373 | 6,040,265 | |||||||||
Linear Technology Corp. | 123,388 | 4,018,747 | |||||||||
LSI Corp.(1) | 141,203 | 866,986 | |||||||||
Maxim Integrated Products, Inc. | 263,099 | 5,564,544 | |||||||||
Skyworks Solutions, Inc.(1) | 60,075 | 592,940 | |||||||||
Teradyne, Inc.(1) | 6,799 | 75,265 | |||||||||
Texas Instruments, Inc. | 2,187,871 | 61,610,447 | |||||||||
Verigy, Ltd.(1) | 4,119 | 93,542 | |||||||||
Xilinx, Inc. | 24,830 | 626,958 | |||||||||
$ | 395,050,030 |
Security | Shares | Value | |||||||||
Software — 2.5% | |||||||||||
Adobe Systems, Inc.(1) | 490,317 | $ | 19,313,587 | ||||||||
CA, Inc. | 50,753 | 1,171,887 | |||||||||
Compuware Corp.(1) | 150,944 | 1,440,006 | |||||||||
Electronic Arts, Inc.(1) | 21,405 | 951,024 | |||||||||
Intuit, Inc.(1) | 556,959 | 15,355,360 | |||||||||
Microsoft Corp. | 7,252,451 | 199,514,927 | |||||||||
Oracle Corp.(1) | 7,225,244 | 151,730,124 | |||||||||
SAP AG ADR | 400,000 | 20,844,000 | |||||||||
Symantec Corp.(1) | 225,808 | 4,369,385 | |||||||||
Wind River Systems, Inc.(1) | 1,304 | 14,201 | |||||||||
$ | 414,704,501 | ||||||||||
Specialty Retail — 1.3% | |||||||||||
Abercrombie & Fitch Co., Class A | 4,015 | $ | 251,660 | ||||||||
Best Buy Co., Inc. | 280,415 | 11,104,434 | |||||||||
Collective Brands, Inc.(1) | 23,100 | 268,653 | |||||||||
Gap, Inc. (The) | 89,138 | 1,485,930 | |||||||||
Home Depot, Inc. | 4,202,352 | 98,419,084 | |||||||||
Limited Brands, Inc. | 168,863 | 2,845,342 | |||||||||
Lowe's Companies, Inc. | 2,009,818 | 41,703,724 | |||||||||
RadioShack Corp. | 74,318 | 911,882 | |||||||||
Sherwin-Williams Co. (The) | 500 | 22,965 | |||||||||
Staples, Inc. | 275,430 | 6,541,463 | |||||||||
TJX Companies, Inc. (The) | 1,718,239 | 54,072,981 | |||||||||
$ | 217,628,118 | ||||||||||
Textiles, Apparel & Luxury Goods — 1.3% | |||||||||||
Coach, Inc.(1) | 718,638 | $ | 20,754,265 | ||||||||
Hanesbrands, Inc.(1) | 397,459 | 10,787,037 | |||||||||
Nike, Inc., Class B | 3,058,444 | 182,313,847 | |||||||||
$ | 213,855,149 | ||||||||||
Thrifts & Mortgage Finance — 0.1% | |||||||||||
Federal National Mortgage Association | 301,648 | $ | 5,885,152 | ||||||||
Freddie Mac | 146,695 | 2,405,798 | |||||||||
Guaranty Financial Group, Inc.(1) | 30,220 | 162,281 | |||||||||
MGIC Investment Corp. | 95,045 | 580,725 | |||||||||
Washington Mutual, Inc. | 615,972 | 3,036,742 | |||||||||
$ | 12,070,698 | ||||||||||
Tobacco — 0.2% | |||||||||||
Altria Group, Inc. | 414,187 | $ | 8,515,685 | ||||||||
Philip Morris International, Inc. | 585,896 | 28,937,403 | |||||||||
$ | 37,453,088 |
See notes to financial statements
17
Tax-Managed Growth Portfolio as of June 30, 2008
PORTFOLIO OF INVESTMENTS (Unaudited) CONT'D
Security | Shares | Value | |||||||||
Trading Companies & Distributors — 0.0% | |||||||||||
United Rentals, Inc.(1) | 1,274 | $ | 24,983 | ||||||||
$ | 24,983 | ||||||||||
Wireless Telecommunication Services — 0.1% | |||||||||||
Sprint Nextel Corp. | 438,673 | $ | 4,167,393 | ||||||||
Telephone and Data Systems, Inc. | 9,252 | 437,342 | |||||||||
Telephone and Data Systems, Inc., Special Shares | 24,636 | 1,086,448 | |||||||||
Vodafone Group PLC ADR | 302,728 | 8,918,367 | |||||||||
$ | 14,609,550 | ||||||||||
Total Common Stocks (identified cost $12,712,187,317) | $ | 16,170,459,353 | |||||||||
Convertible Preferred Stocks — 0.0% | |||||||||||
Security | Shares | Value | |||||||||
Independent Power Producers & Energy Traders — 0.0% | |||||||||||
Enron Corp.(1)(4) | 11,050 | $ | 0 | ||||||||
Total Convertible Preferred Stocks (identified cost $16,626,069) | $ | 0 | |||||||||
Other Investments — 0.0% | |||||||||||
Security | Shares | Value | |||||||||
Commercial Banks — 0.0% | |||||||||||
Wachovia Corp. (Dividend Equalization Preferred Shares)(1) | 166,518 | $ | 416 | ||||||||
$ | 416 | ||||||||||
Software — 0.0% | |||||||||||
Seagate Technology, Inc. (Tax Refund Rights)(1)(4) | 197,392 | $ | 0 | ||||||||
Total Other Investments (identified cost $39,407) | $ | 416 |
Short-Term Investments — 1.4% | |||||||||||
Description | Shares/Interest (000's omitted) | Value | |||||||||
Eaton Vance Cash Collateral Fund LLC, 2.83%(6)(7) | $ | 4,130 | $ | 4,129,505 | |||||||
Investment in Cash Management Portfolio, 2.28%(6) | 217,199 | 217,198,595 | |||||||||
Total Short-Term Investments (identified cost $221,328,100) | $ | 221,328,100 | |||||||||
Total Investments — 99.8% (identified cost $12,950,180,893) | $ | 16,391,787,869 | |||||||||
Other Assets, Less Liabilities — 0.2% | $ | 34,608,407 | |||||||||
Net Assets — 100.0% | $ | 16,426,396,276 |
ADR - American Depository Receipt
(1) Non-income producing security.
(2) All or a portion of this security was on loan at June 30, 2008.
(3) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be sold in transactions exempt from registration, normally to qualified institutional buyers. At June 30, 2008, the aggregate value of the securities is $6,026,415 or 0.04% of the Portfolio's net assets.
(4) Security valued at fair value using methods determined in good faith by or at the direction of the Trustees.
(5) Security subject to restrictions on resale (see Note 5).
(6) 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 June 30, 2008.
(7) The amount invested in Eaton Vance Cash Collateral Fund, LLC represents cash collateral received for securities on loan at June 30, 2008. Other Assets, Less Liabilities includes an equal and offsetting liability of the Portfolio to repay collateral amounts upon the return of loaned securities.
See notes to financial statements
18
Tax-Managed Growth Portfolio as of June 30, 2008
FINANCIAL STATEMENTS (Unaudited)
Statement of Assets and Liabilities
As of June 30, 2008
Assets | |||||||
Unaffiliated investments, at value, including $3,956,066 of securities on loan (identified cost, $12,728,852,793) | $ | 16,170,459,769 | |||||
Affiliated investments, at value (identified cost, $221,328,100) | 221,328,100 | ||||||
Receivable for investments sold | 18,955,865 | ||||||
Dividends and interest receivable | 23,962,072 | ||||||
Interest receivable from affiliated investments | 312,707 | ||||||
Securities lending income receivable | 326,236 | ||||||
Tax reclaims receivable | 2,280,131 | ||||||
Total assets | $ | 16,437,624,880 | |||||
Liabilities | |||||||
Collateral for securities loaned | $ | 4,129,505 | |||||
Payable to affiliate for investment adviser fee | 6,190,336 | ||||||
Payable to affiliate for Trustees' fees | 298 | ||||||
Other accrued expenses | 908,465 | ||||||
Total liabilities | $ | 11,228,604 | |||||
Net Assets applicable to investors' interest in Portfolio | $ | 16,426,396,276 | |||||
Sources of Net Assets | |||||||
Net proceeds from capital contributions and withdrawals | $ | 12,984,532,933 | |||||
Net unrealized appreciation (computed on the basis of identified cost) | 3,441,863,343 | ||||||
Total | $ | 16,426,396,276 |
Statement of Operations
For the Six Months Ended
June 30, 2008
Investment Income | |||||||
Dividends (net of foreign taxes, $3,470,617) | $ | 188,498,732 | |||||
Interest | 534 | ||||||
Securities lending income, net | 781,530 | ||||||
Interest income allocated from affiliated investments | 2,056,635 | ||||||
Expenses allocated from affiliated investments | (298,460 | ) | |||||
Total investment income | $ | 191,038,971 | |||||
Expenses | |||||||
Investment adviser fee | $ | 38,607,464 | |||||
Trustees' fees and expenses | 7,265 | ||||||
Custodian fee | 1,282,924 | ||||||
Legal and accounting services | 100,337 | ||||||
Miscellaneous | 112,294 | ||||||
Total expenses | $ | 40,110,284 | |||||
Deduct — Reduction of custodian fee | $ | 12 | |||||
Total expense reductions | $ | 12 | |||||
Net expenses | $ | 40,110,272 | |||||
Net investment income | $ | 150,928,699 | |||||
Realized and Unrealized Gain (Loss) | |||||||
Net realized gain (loss) — Investment transactions (identified cost basis)(1) | $ | 209,747,568 | |||||
Foreign currency transactions | 38,877 | ||||||
Net realized gain | $ | 209,786,445 | |||||
Change in unrealized appreciation (depreciation) — Investments (identified cost basis) | $ | (2,664,672,116 | ) | ||||
Foreign currency | 65,171 | ||||||
Net change in unrealized appreciation (depreciation) | $ | (2,664,606,945 | ) | ||||
Net realized and unrealized loss | $ | (2,454,820,500 | ) | ||||
Net decrease in net assets from operations | $ | (2,303,891,801 | ) |
(1) Includes net realized gains of $263,604,207 from redemptions in-kind.
See notes to financial statements
19
Tax-Managed Growth Portfolio as of June 30, 2008
FINANCIAL STATEMENTS CONT'D
Statements of Changes in Net Assets
Increase (Decrease) in Net Assets | Six Months Ended June 30, 2008 (Unaudited) | Year Ended December 31, 2007 | |||||||||
From operations — Net investment income | $ | 150,928,699 | $ | 313,617,864 | |||||||
Net realized gain from investment and foreign currency transactions | 209,786,445 | 891,474,938 | |||||||||
Net change in unrealized appreciation (depreciation) of investments and foreign currency | (2,664,606,945 | ) | (239,534,188 | ) | |||||||
Net increase (decrease) in net assets from operations | $ | (2,303,891,801 | ) | $ | 965,558,614 | ||||||
Capital transactions — Contributions | $ | 592,087,639 | $ | 1,526,283,139 | |||||||
Withdrawals | (1,725,960,792 | ) | (3,014,972,770 | ) | |||||||
Net decrease in net assets from capital transactions | $ | (1,133,873,153 | ) | $ | (1,488,689,631 | ) | |||||
Net decrease in net assets | $ | (3,437,764,954 | ) | $ | (523,131,017 | ) | |||||
Net Assets | |||||||||||
At beginning of period | $ | 19,864,161,230 | $ | 20,387,292,247 | |||||||
At end of period | $ | 16,426,396,276 | $ | 19,864,161,230 |
See notes to financial statements
20
Tax-Managed Growth Portfolio as of June 30, 2008
FINANCIAL STATEMENTS CONT'D
Supplementary Data
Six Months Ended June 30, 2008 | Year Ended December 31, | ||||||||||||||||||||||||||
(Unaudited) | 2007 | 2006 | 2005 | 2004 | 2003 | ||||||||||||||||||||||
Ratios/Supplemental Data | |||||||||||||||||||||||||||
Ratios (As a percentage of average daily net assets): | |||||||||||||||||||||||||||
Expenses before custodian fee reduction(1) | 0.45 | %(2) | 0.44 | % | 0.45 | % | 0.45 | %(3) | 0.45 | %(3) | 0.45 | % | |||||||||||||||
Net investment income | 1.69 | %(2) | 1.52 | % | 1.39 | % | 1.25 | %(3) | 1.18 | %(3) | 1.05 | % | |||||||||||||||
Portfolio Turnover(4) | 1 | %(6) | 2 | % | 1 | % | 0 | %(5) | 3 | % | 15 | % | |||||||||||||||
Total Return | (11.97 | )%(6) | 4.72 | % | 13.69 | % | 4.70 | % | 9.67 | % | 23.88 | % | |||||||||||||||
Net assets, end of period (000's omitted) | $ | 16,426,396 | $ | 19,864,161 | $ | 20,387,292 | $ | 19,032,607 | $ | 19,141,142 | $ | 17,609,589 |
(1) Excludes the effect of custody fee credits, if any, of less than 0.005%.
(2) Annualized.
(3) The investment adviser waived a portion of its investment adviser fee equal to less than 0.01% and 0.01% of average daily net assets for 2005 and 2004, respectively.
(4) Excludes the value of the portfolio securities contributed or distributed as a result of in-kind shareholder transactions. The total turnover rate of the Portfolio including in-kind contributions and distributions was 2%, 6%, 7%, 6%, 10%, and 21% for the six months ended June 30, 2008 and the five preceding calendar years.
(5) Amounts to less than 1%.
(6) Not annualized.
See notes to financial statements
21
Tax-Managed Growth Portfolio as of June 30, 2008
NOTES TO FINANCIAL STATEMENTS (Unaudited)
1 Significant Accounting Policies
Tax-Managed Growth Portfolio (the Portfolio) is a New York trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as a diversified, open-end management investment company. The Portfolio's investment objective is to achieve long-term, after-tax returns for its interestholders through investing in a diversified portfolio of equity securities. The Declaration of Trust permits the Trustees to issue interests in the Portfolio. At June 30, 2008, Eaton Vance Tax-Managed Growth Fund 1.0, Eaton Vance Tax-Managed Growth Fund 1.1, and Eaton Vance Tax-Managed Growth Fund 1.2 held an interest of 5.1%, 12.9%, and 6.1%, respectively, 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 Valuations — Equity securities listed on a U.S. securities exchange generally are valued at the last sale price on the day of valuation or, if no sales took place on such date, at the mean between the closing bid and asked prices therefore on the exchange where such securities are principally traded. Equity securities listed on the NASDAQ 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 an independent pricing service. The value of preferred equity securities that are valued by a pricing service on a bond basis will be adjusted by an income factor, to be determined by the investment adviser, to reflect the next anticipated regular dividend. The daily valuation of exchange-traded foreign securities generally is determined as of the close of trading on the principal exchange on which such securities trade. Events occurring after the close of trading on foreign exchanges may result in adjustments to the valuation of foreign securities to more accurately reflect their fair value as of the close of regular trading on the New York Stock Exchange. When valuing foreign equity securities that meet certain criteria, the Trustees have approved the use of a fair value service that values such securities to reflect market trading that occurs after the close of the applicable foreign markets of comparable securities or other instruments that have a strong correlation to the fair-valued securities. Foreign securities and currencies are valued in U.S. dollars, based on foreign currency exchange rate quotations supplied by an independent quotation service. The independent service uses a proprietary model to determine the exchange rate. Inputs to the model include reported trades and implied bid/ask spreads. Short-term debt securities with a remaining maturity of sixty days or less (excluding those that are non-U.S. dollar denominated, which typically are valued by a pricing service or dealer quotes) are valued at amortized cost, which approximates market value. If short-term debt securities are acquired with a remaining maturity of more than sixty days, they will be valued by a pricing service. Exchange-traded options are valued at the last sale price for the day of valuation as quoted on the principal exchange or board of trade on which the options are traded or, in the absence of sales on such date, at the mean between the latest bid and asked prices therefore. Financial futures contracts listed on commodity exchanges are valued based on the closing price on the primary exchange on which such contracts trade. Investments for which valuations or market quotations are not readily available are valued at fair value using methods determined in good faith by or at the direction of the Trustees of the Portfolio considering relevant factors, data and information including the market value of freely tradable securities of the same class in the principal market on which such securities are normally traded.
The Portfolio may invest in Cash Management Portfolio (Cash Management) and Eaton Vance Cash Collateral Fund, LLC (Cash Collateral Fund), affiliated investment companies managed by Boston Management and Research (BMR) and Eaton Vance Management (EVM), respectively. Cash Management values its investment securities utilizing the amortized cost valuation technique permitted by Rule 2a-7 of the 1940 Act. This technique involves initially valuing a portfolio security at its cost and thereafter assuming a constant amortization to maturity of any discount or premium. Investments in Cash Collateral Fund are valued at the net asset value per share on the valuation date.
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
22
Tax-Managed Growth Portfolio as of June 30, 2008
NOTES TO FINANCIAL STATEMENTS (Unaudited) CONT'D
Fund is informed of the ex-dividend date. Withholding taxes on foreign dividends and capital gains have been provided for in accordance with the Portfolio's understanding of the applicable countries' tax rules and rates. Interest income is recorded on the basis of interest accrued, adjusted for amortization of premium or accretion of discount.
D Federal Taxes — The Portfolio has elected to be treated as a partnership for federal tax purposes. No provision is made by the Portfolio for federal or state taxes on any taxable income of the Portfolio because each investor in the Portfolio is ultimately responsible for the payment of any taxes on its share of taxable income. Since at least one of the Portfolio's investors is a regulated investment company that invests all or substantially all of its assets in the Portfolio, the Portfolio normally must satisfy the applicable source of income and diversification requirements (under the Internal Revenue Code) in order for its investors to satisfy them. The Portfolio will allocate, at least annually a mong its investors, each investor's distributive share of the Portfolio's net investment income, net realized capital gains and any other items of income, gain, loss, deduction or credit.
As of June 30, 2008, the Portfolio had no uncertain tax positions that would require financial statement recognition, de-recognition, or disclosure. Each of the Portfolio's federal tax returns filed in the 3-year period ended December 31, 2007 remains subject to examination by the Internal Revenue Service.
E Expense Reduction — State Street Bank and Trust Company (SSBT) serves as custodian of the Portfolio. Pursuant to the custodian agreement, SSBT receives a fee reduced by credits, which are determined based on the average daily cash balance the Portfolio maintains with SSBT. All credit balances, if any, used to reduce the Portfolio's custodian fees are reported as a reduction of expenses in the Statement of Operations.
F Foreign Currency Translation — Investment valuations, other assets, and liabilities initially expressed in foreign currencies are translated each business day into U.S. dollars based upon current exchange rates. Purchases and sales of foreign investment securities and income and expenses denominated in foreign currencies are translated into U.S. dollars based upon currency exchange rates in effect on the respective dates of such transactions. Recognized gains or losses on investment transactions attributable to changes in foreign currency exchange rates are recorded for financial statement purposes as net realized gains and loss es on investments. That portion of unrealized gains and losses on investments that results from fluctuations in foreign currency exchange rates is not separately disclosed.
G Use of Estimates — The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expense during the reporting period. Actual results could differ from those estimates.
H Indemnifications — Under the Portfolio's organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the Portfolio. Interestholders in the Portfolio are jointly and severally liable for the liabilities and obligations of the Portfolio in the event that the Portfolio fails to satisfy such liabilities and obligations; provided, however, that, to the extent assets are available in the Portfolio, the Portfolio may, under certain circumstances, indemnify interestholders from and against any claim or liability to which such holder may become subject by reason of being or having been an interestholder in t he Portfolio. Additionally, in the normal course of business, the Portfolio enters into agreements with service providers that may contain indemnification clauses. The Portfolio's maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Portfolio that have not yet occurred.
I Interim Financial Statements — The interim financial statements relating to June 30, 2008 and for the six months then ended have not been audited by an independent registered public accounting firm, but in the opinion of the Portfolio's 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
The investment adviser fee is earned by BMR, a subsidiary of EVM, as compensation for investment advisory services rendered to the Portfolio. The fee is computed at an annual rate of 0.625% of the average daily net assets of the
23
Tax-Managed Growth Portfolio as of June 30, 2008
NOTES TO FINANCIAL STATEMENTS (Unaudited) CONT'D
Portfolio up to $500 million. The advisory fee on net assets of $500 million or more is reduced as follows:
Average Daily Net Assets For the Month | Annual Fee Rate (for each level) | ||||||
$500 million but less than $1 billion | 0.5625 | % | |||||
$1 billion but less than $1.5 billion | 0.5000 | % | |||||
$1.5 billion but less than $7 billion | 0.4375 | % | |||||
$7 billion but less than $10 billion | 0.4250 | % | |||||
$10 billion but less than $15 billion | 0.4125 | % | |||||
$15 billion but less than $20 billion | 0.4000 | % | |||||
$20 billion but less than $25 billion | 0.3900 | % | |||||
$25 billion and over | 0.3800 | % |
The portion of the adviser fee payable by Cash Management on the Portfolio's investment of cash therein is credited against the Portfolio's adviser fees. For the six months ended June 30, 2008, the Portfolio's adviser fee totaled $38,896,828 of which $289,364 was allocated from Cash Management and $38,607,464 was paid or accrued directly by the Portfolio. For the six months ended June 30, 2008, the Portfolio's adviser fee, including the portion allocated from Cash Management, was 0.43% of the Portfolio's average daily net assets.
Except for Trustees of the Portfolio who are not members of EVM's or BMR's organizations, officers and Trustees receive remuneration for their services to the Portfolio out of the investment adviser fee. Trustees of the Portfolio who are not affiliated with the investment adviser 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 six months ended June 30, 2008, no significant amounts have been deferred. 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 $154,478,290 and $281,464,042, respectively, for the six months ended June 30, 2008. In addition, investments having an aggregate market value of $1,159,705,033 at dates of withdrawal were distributed in payment for capital withdrawals and investors contributed securities with a value of $169,066,336, during the six months ended June 30, 2008.
4 Federal Income Tax Basis of Investments
The cost and unrealized appreciation (depreciation) of investments of the Portfolio at June 30, 2008 as determined on a federal income tax basis were as follows:
Aggregate cost | $ | 4,256,857,183 | |||||
Gross unrealized appreciation | $ | 20,835,110,304 | |||||
Gross unrealized depreciation | (8,700,179,618 | ) | |||||
Net unrealized appreciation | $ | 12,134,930,686 |
5 Restricted Securities
At June 30, 2008, the Portfolio owned the following securities (representing less than 0.01% of net assets) which were restricted as to public resale and not registered under the Securities Act of 1933 (excluding Rule 144A securities). The Portfolio has various registration rights (exercisable under a variety of circumstances) with respect to these securities. The fair value of these securities is determined based on valuations provided by brokers when available, or if not available, they are valued at fair value using methods determined in good faith by or at the direction of the Trustees.
Description | Date of Acquisition | Eligible for Resale | Shares | Cost | Value | ||||||||||||||||||
Common Stocks | |||||||||||||||||||||||
Archer-Daniels-Midland Co. | 12/13/07 | 12/13/2008 | 25,859 | $ | 1,000,017 | $ | 872,087 | ||||||||||||||||
Total Restricted Securities | $ | 1,000,017 | $ | 872,087 |
6 Financial Instruments
The Portfolio may trade in financial instruments with off-balance sheet risk in the normal course of its investing activities to assist in managing exposure to various market risks. These financial instruments may include written options, forward foreign currency exchange contracts and financial futures contracts and may involve, to a varying degree, elements of risk in excess of the amounts recognized for financial statement purposes. The notional or contractual amounts of these instruments represent the investment the Portfolio has in particular classes of financial instruments and does not necessarily represent the amounts potentially subject to risk. The measurement of the risks associated with these instruments is meaningful only when all related and offsetting transactions are considered. At June 30, 2008, there were no obligations outstanding under these financial instruments.
24
Tax-Managed Growth Portfolio as of June 30, 2008
NOTES TO FINANCIAL STATEMENTS (Unaudited) CONT'D
7 Line of Credit
The Portfolio participates with other portfolios and funds managed by EVM and its affiliates in a $200 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 0.07% on the daily unused portion of the line of credit is allocated among the participating portfolios and funds at the end of each quarter. The Portfolio did not have any significant borrowings or allocated fees during the six months ended June 30, 2008.
8 Securities Lending Agreement
The Portfolio has established a securities lending agreement with SSBT as securities lending agent in which the Portfolio lends portfolio securities to qualified borrowers in exchange for collateral consisting of either cash or U.S. Government securities in an amount at least equal to the market value of the securities on loan. Cash collateral is invested in Cash Collateral Fund. The Portfolio earns interest on the amount invested in Cash Collateral Fund but it must pay the broker a loan rebate fee computed as a varying percentage of the collateral received. The loan rebate fee paid by the Portfolio amounted to $765,549, for the six months ended June 30, 2008. At June 30, 2008, the value of the securities loaned and the value of the collateral amounted to $3,956,066 and $4,129,505, respectively. In the event of counterparty default, the Portfolio is subject to potential loss if it is delayed or prevented from exercising its righ t to dispose of the collateral. The Portfolio bears risk in the event that invested collateral is not sufficient to meet obligations due on loans.
9 Fair Value Measurements
The Portfolio adopted Financial Accounting Standards Board Statement of Financial Accounting Standards No. 157 (FAS 157), "Fair Value Measurements", effective January 1, 2008. FAS 157 established a three-tier hierarchy to prioritize the assumptions, referred to as inputs, 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)
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.
At June 30, 2008, the inputs used in valuing the Portfolio's investments, which are carried at value, were as follows:
Valuation Inputs | Investments in Securities | Other Financial Instruments* | |||||||||||||
Level 1 | Quoted Prices | $ | 16,080,916,742 | $ | — | ||||||||||
Level 2 | Other Significant Observable Inputs | 310,871,127 | — | ||||||||||||
Level 3 | Significant Unobservable Inputs | 0 | — | ||||||||||||
Total | $ | 16,391,787,869 | $ | — |
* Other financial instruments are futures, forwards and swap contracts not reflected in the Portfolio of Investments, which are valued at the unrealized appreciation (depreciation) on the instrument.
The following is a reconciliation of Level 3 assets for which significant unobservable inputs were used to determine fair value:
Investments in Securities*
Balance as of December 31, 2007 | $ | 0 | |||||
Realized gains (losses) | 0 | ||||||
Change in net unrealized appreciation (depreciation) | 0 | ||||||
Net purchases (sales) | — | ||||||
Net transfers to (from) Level 3 | — | ||||||
Balance as of June 30, 2008 | $ | 0 |
* All Level 3 assets held at December 31, 2007 and June 30, 2008 were valued at $0.
25
Eaton Vance Tax-Managed Growth Fund 1.0
BOARD OF TRUSTEES' ANNUAL APPROVAL OF THE INVESTMENT ADVISORY AGREEMENTS
Overview of the Contract Review Process
The Investment Company Act of 1940, as amended (the "1940 Act"), provides, in substance, that each investment advisory agreement between a fund and its investment adviser will continue in effect from year to year only if its continuance is approved at least annually by the fund's board of trustees, including by a vote of a majority of the trustees who are not "interested persons" of the fund ("Independent Trustees"), cast in person at a meeting called for the purpose of considering such approval.
At a meeting of the Boards of Trustees (each a "Board") of the Eaton Vance group of mutual funds (the "Eaton Vance Funds") held on April 21, 2008, the Board, including a majority of the Independent Trustees, voted to approve continuation of existing advisory and sub-advisory agreements for the Eaton Vance Funds for an additional one-year period. In voting its approval, the Board relied upon the affirmative recommendation of the Contract Review Committee of the Board (formerly the Special Committee), which is a committee comprised exclusively of Independent Trustees. Prior to making its recommendation, the Contract Review Committee reviewed information furnished for a series of meetings of the Contract Review Committee held in February, March and April 2008. Such information included, among other things, the following:
Information about Fees, Performance and Expenses
• An independent report comparing the advisory and related fees paid by each fund with fees paid by comparable funds;
• An independent report comparing each fund's total expense ratio and its components to comparable funds;
• An independent report comparing the investment performance of each fund to the investment performance of comparable funds over various time periods;
• Data regarding investment performance in comparison to relevant peer groups of funds and appropriate indices;
• Comparative information concerning fees charged by each adviser for managing other mutual funds and institutional accounts using investment strategies and techniques similar to those used in managing the fund;
• Profitability analyses for each adviser with respect to each fund;
Information about Portfolio Management
• Descriptions of the investment management services provided to each fund, including the investment strategies and processes employed, and any changes in portfolio management processes and personnel;
• Information concerning the allocation of brokerage and the benefits received by each adviser as a result of brokerage allocation, including information concerning the acquisition of research through "soft dollar" benefits received in connection with the funds' brokerage, and the implementation of a soft dollar reimbursement program established with respect to the funds;
• Data relating to portfolio turnover rates of each fund;
• The procedures and processes used to determine the fair value of fund assets and actions taken to monitor and test the effectiveness of such procedures and processes;
Information about each Adviser
• Reports detailing the financial results and condition of each adviser;
• Descriptions of the qualifications, education and experience of the individual investment professionals whose responsibilities include portfolio management and investment research for the funds, 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 each adviser and its affiliates, together with information relating to compliance with and the administration of such codes;
• Copies of or descriptions of each adviser's proxy voting policies and procedures;
• Information concerning the resources devoted to compliance efforts undertaken by each adviser and its affiliates on behalf of the 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 each adviser and its affiliates;
Other Relevant Information
• Information concerning the nature, cost and character of the administrative and other non-investment management services provided by Eaton Vance Management and its affiliates;
• Information concerning management of the relationship with the custodian, subcustodians and fund accountants by each adviser or the funds' administrator; and
• The terms of each advisory agreement.
26
Eaton Vance Tax-Managed Growth Fund 1.0
BOARD OF TRUSTEES' ANNUAL APPROVAL OF THE INVESTMENT ADVISORY AGREEMENTS CONT'D
In addition to the information identified above, the Contract Review Committee considered information provided from time to time by each adviser throughout the year at meetings of the Board and its committees. Over the course of the twelve-month period ended April 30, 2008, the Board met eleven times and the Contract Review Committee, the Audit Committee and the Governance Committee, each of which is a Committee comprised solely of Independent Trustees, met twelve, seven and five times, respectively. At such meetings, the Trustees received, among other things, presentations by the portfolio managers and other investment professionals of each adviser relating to the investment performance of each fund and the investment strategies used in pursuing the fund's investment objective. The Portfolio Management Committee and the Compliance Reports and Regulatory Matters Committee are newly established and did not meet during the twelve- month period ended April 30, 2008.
For funds that invest through one or more underlying portfolios, the Board considered similar information about the portfolio(s) when considering the approval of advisory agreements. In addition, in cases where the fund's investment adviser has engaged a sub-adviser, the Board considered similar information about the sub-adviser when considering the approval of any sub-advisory agreement.
The Contract Review Committee was assisted throughout the contract review process by Goodwin Procter LLP, legal counsel for the Independent Trustees. The members of the Contract Review Committee relied upon the advice of such counsel and their own business judgment in determining the material factors to be considered in evaluating each advisory and sub-advisory agreement and the weight to be given to each such factor. The conclusions reached with respect to each advisory and sub-advisory agreement were based on a comprehensive evaluation of all the information provided and not any single factor. Moreover, each member of the Contract Review Committee may have placed varying emphasis on particular factors in reaching conclusions with respect to each advisory and sub-advisory agreement.
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 Contract Review Committee concluded that the continuance of the investment advisory agreement of the Tax-Managed Growth Portfolio (the "Portfolio"), the portfolio in which the Eaton Vance Tax-Managed Growth Fund 1.0 (the "Fund") invests, with Boston Management and Research (the "Adviser"), including its fee structure, is in the interests of shareholders and, therefore, the Contract Review Committee recommended to the Board approval of the agreement. The Board accepted the recommendation of the Contract Review Committee as well as the factors considered and conclusions reached by the Contract Review Committee with respect to the agreement. Accordingly, the Board, including a majority of the Independent Trustees, voted to approve continuation of the investment advisory agreement for the Portfolio.
Nature, Extent and Quality of Services
In considering whether to approve the investment advisory agreement of the Portfolio, the Board evaluated the nature, extent and quality of services provided to the Portfolio by the Adviser.
The Board considered the Adviser's management capabilities and investment process with respect to the types of investments held by the Portfolio, including the education, experience and number of its investment professionals and other personnel who provide portfolio management, investment research, and similar services to the Portfolio. The Board specifically noted the Adviser's in-house equity research capabilities and experience in managing funds that seek to maximize after-tax returns. The Board also took into account the resources dedicated to portfolio management and other services, including the compensation paid to recruit and retain investment personnel, and the time and attention devoted to the Portfolio by senior management.
The Board also reviewed the compliance programs of the Adviser and relevant 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 the Adviser and its affiliates to requests from regulatory authorities such as the Securities and Exchange Commission.
The Board considered shareholder and other administrative services provided or managed by Eaton Vance Management 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.
After consideration of the foregoing factors, among others, the Board concluded that the nature, extent and quality of services provided by the Adviser, taken as a whole, are appropriate and consistent with the terms of the investment advisory agreement.
27
Eaton Vance Tax-Managed Growth Fund 1.0
BOARD OF TRUSTEES' ANNUAL APPROVAL OF THE INVESTMENT ADVISORY AGREEMENTS CONT'D
Fund Performance
The Board compared the Fund's investment performance to a relevant universe of similarly managed funds identified by an independent data provider and appropriate benchmark indices. The Board reviewed comparative performance data for the one-, three-, five- and ten-year periods ended September 30, 2007 for the Fund. The Board noted that the Fund's performance relative to its peers was affected by the Adviser's "growth at a reasonable price" ("GARP") approach to selecting investments. The Board concluded that the Fund's performance was satisfactory.
Management Fees and Expenses
The Board reviewed contractual investment advisory fee rates, including any administrative fee rates, payable by the Portfolio and the Fund (referred to collectively as "management fees"). As part of its review, the Board considered the management fees and the Fund's total expense ratio for the year ended September 30, 2007, as compared to a group of similarly managed funds selected by an independent data provider.
After reviewing the foregoing information, and in light of the nature, extent and quality of the services provided by the Adviser, the Board concluded that the management fees charged for advisory and related services and the Fund's total expense ratio are reasonable.
Profitability
The Board reviewed the level of profits realized by the Adviser and relevant affiliates thereof in providing investment advisory and administrative services to the Portfolio, the Fund and to all Eaton Vance Funds as a group. The Board considered the level of profits realized without regard to revenue sharing or other payments by the Adviser and its affiliates to third parties in respect of distribution services. The Board also considered other direct or indirect benefits received by the Adviser and its affiliates in connection with its relationship with the Portfolio and the Fund, including the benefits of research services that may be available to the Adviser as a result of securities transactions effected for the Portfolio and other advisory clients.
The Board concluded that, in light of the foregoing factors and the nature, extent and quality of the services rendered, the profits realized by the Adviser and its affiliates are reasonable.
Economies of Scale
In reviewing management fees and profitability, the Board also considered the extent to which the Adviser and its affiliates, on the one hand, and the Fund, on the other hand, can expect to realize benefits from economies of scale as the assets of the Fund and the 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 the profitability of the Adviser and its affiliates may have been affected by such increases or decreases. The Board noted that, at its request, the Adviser had agreed to add a breakpoint with respect to assets of $25 billion and over. Based upon the foregoing, the Board concluded that the benefits from economies of scale are currently being shared equitably by the Adviser and its affiliates and the Fund. The Board also concluded that, assuming reasonably foreseeable increases in the assets of the Portfolio, the structure of the advisory fee, which includes breakpoints at several asset levels, can be expected to cause the Adviser and its affiliates and the Fund to continue to share such benefits equitably.
28
Eaton Vance Tax-Managed Growth Fund 1.0
OFFICERS AND TRUSTEES
Eaton Vance Tax-Managed Growth Fund 1.0
Officers Duncan W. Richardson President Thomas E. Faust Jr. Vice President and Trustee Barbara E. Campbell Treasurer Maureen A. Gemma Secretary Paul M. O'Neil Chief Compliance Officer | Trustees Ralph F. Verni Chairman Benjamin C. Esty Allen R. Freedman William H. Park Ronald A. Pearlman Heidi L. Steiger Lynn A. Stout | ||||||
Tax-Managed Growth Portfolio
Officers Duncan W. Richardson President Michael A. Allison Vice President Yana S. Barton Vice President Thomas E. Faust Jr. Vice President and Trustee Lewis R. Piantedosi Vice President Barbara E. Campbell Treasurer Maureen A. Gemma Secretary Paul M. O'Neil Chief Compliance Officer | Trustees Ralph F. Verni Chairman Benjamin C. Esty Allen R. Freedman William H. Park Ronald A. Pearlman Heidi L. Steiger Lynn A. Stout | ||||||
29
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Investment Adviser of Tax-Managed Growth Portfolio
Boston Management and Research
The Eaton Vance Building
255 State Street
Boston, MA 02109
Administrator of Eaton Vance Tax-Managed Growth Fund 1.0
Eaton Vance Management
The Eaton Vance Building
255 State Street
Boston, MA 02109
Principal Underwriter
Eaton Vance Distributors, Inc.
The Eaton Vance Building
255 State Street
Boston, MA 02109
(617) 482-8260
Custodian
State Street Bank and Trust Company
200 Clarendon Street
Boston, MA 02116
Transfer Agent
PNC Global Investment Servicing
Attn: Eaton Vance Funds
P.O. Box 9653
Providence, RI 02940-9653
(800) 262-1122
Eaton Vance Tax-Managed Growth Fund 1.0
The Eaton Vance Building
255 State Street
Boston, MA 02109
157-8/08 TGSRC
Item 2. Code of Ethics
The registrant has adopted a code of ethics applicable to its Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer. The registrant undertakes to provide a copy of such code of ethics to any person upon request, without charge, by calling 1-800-262-1122.
Item 3. Audit Committee Financial Expert
The registrant’s Board has designated William H. Park, an independent trustee, as its audit committee financial expert. Mr. Park is a certified public accountant who is the Vice Chairman of Commercial Industrial Finance Corp (specialty finance company). Previously, he served as President and Chief Executive Officer of Prizm Capital Management, LLC (investment management firm) and as Executive Vice President and Chief Financial Officer of United Asset Management Corporation (“UAM”) (a holding company owning institutional investment management firms).
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 required in this filing.
Item 8. Portfolio Managers of Closed-End Management Investment Companies
Not required in this filing.
Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
Not required in this filing.
Item 10. Submission of Matters to a Vote of Security Holders.
No Material Changes.
Item 11. Controls and Procedures
(a) It is the conclusion of the registrant’s principal executive officer and principal financial officer that the effectiveness of the registrant’s current disclosure controls and procedures (such disclosure controls and procedures having been evaluated within 90 days of the date of this filing) provide reasonable assurance that the information required to be disclosed by the registrant has been recorded, processed, summarized and reported within the time period specified in the Commission’s rules and forms and that the information required to be disclosed by the registrant has been accumulated and communicated to the registrant’s principal executive officer and principal financial officer in order to allow timely decisions regarding required disclosure.
(b) There have been no changes in the registrant’s internal controls over financial reporting during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
Item 12. Exhibits
(a)(1) | Registrant’s Code of Ethics – Not applicable (please see Item 2). |
(a)(2)(i) | Treasurer’s Section 302 certification. |
(a)(2)(ii) | President’s Section 302 certification. |
(b) | Combined Section 906 certification. |
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Tax-Managed Growth Portfolio
By: | /s/ Duncan W. Richardson |
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| Duncan W. Richardson | |
| President | |
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Date: | August 8, 2008 |
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Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By: | /s/ Barbara E. Campbell |
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| Barbara E. Campbell | |
| Treasurer | |
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Date: | August 8, 2008 |
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By: | /s/ Duncan W. Richardson |
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| Duncan W. Richardson | |
| President | |
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Date: | August 8, 2008 |
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