Eaton Vance Series Trust N-CSRS Certified semi-annual shareholder report (management investment company)

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: 811-02589

Eaton Vance Series Trust

(Exact Name of Registrant as Specified in Charter)

Two International Place, Boston, Massachusetts 02110
(Address of Principal Executive Offices)

Maureen A. Gemma
Two International Place, Boston, Massachusetts 02110
(Name and Address of Agent for Services)

(617) 482-8260

(Registrant’s Telephone Number)

December 31

Date of Fiscal Year End

June 30, 2010

Date of Reporting Period

Item 1. Reports to Stockholders

Semi annual Report June 30, 2010 EATON VANCE Tax-Managed Growth Fund 1.0

IMPORTANT NOTICES

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 customer’s 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, Boston Management and Research, and Eaton Vance Distributors, Inc. Our Privacy Policy applies only to those Eaton Vance customers who are individuals and who have a direct relationship with us. If a customer’s account (i.e., fund shares) is held in the name of a third-party financial adviser/broker-dealer, it is likely that only such adviser’s privacy policies apply to the customer. This notice supersedes all previously issued privacy disclosures. For more information about Eaton Vance’s Privacy Policy, please call 1-800-262-1122.

Delivery of Shareholder Documents. The Securities and Exchange Commission (the “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 adviser, may household the mailing of your documents indefinitely unless you instruct Eaton Vance, or your financial adviser, 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 adviser. 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 adviser.

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 SEC’s website at www.sec.gov. Form N-Q may also be reviewed and copied at the SEC’s 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. This description is also available on the SEC’s website at www.sec.gov.

Eaton Vance Tax-Managed Growth Fund 1.0 as of June 30, 2010

INVESTMENT UPDATE

Economic and Market Conditions

• 















• 







•  Extreme volatility defined the equity markets during the six months ending June 30, 2010, amid a flurry of

   Michael A. Allison, CFA
     Co-Portfolio Manager



     Yana S. Barton, CFA
    Co-Portfolio Manager unsettling developments around the globe. Concerns about European sovereign debt, credit tightening in China and a disastrous oil spill in the Gulf of Mexico, among other events, blunted the positive returns of the period’s first three months, as many investors reduced their exposure to risk-sensitive assets and returned to the sidelines. These disruptive events contributed to a sharp sell-off in May. Domestic equities regained some ground in early June, but for the period overall, the S&P 500 Index dipped 6.64%, the blue-chip Dow Jones Industrial Average fell 5.00% and the technology-heavy NASDAQ Composite Index slid 6.61%.¹

In spite of the market’s May correction, the U.S. economy showed some signs of gradual recovery, albeit less robust than many had hoped. Inflation remained subdued. Earnings trends saw improvements, and employment data, while weaker than expected, were moving in the right direction.

Value stocks outperformed growth stocks across all market capitalization categories. Mid- and small-cap stocks outperformed large-caps, although returns were negative across all categories. The S&P MidCap 400 Index dropped 1.36%, the small-cap Russell 2000 Index fell 1.95% and the large-cap Russell 1000 Index declined 6.40%.

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

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

Management Discussion

•  For the six months ending June 30, 2010, Eaton Vance Tax-Managed Growth Fund 1.0 (the Fund)² underperformed the S&P

       Lewis R. Piantedosi
     Co-Portfolio Manager



Duncan W. Richardson, CFA
    Co-Portfolio Manager 500 Index (the Index). Each of the ten economic sectors represented in the S&P 500 Index posted negative returns for the period, with most of the losses coming in the second quarter of 2010. Consumer discretionary, consumer staples, industrials and financials registered the smallest decreases, at less than 5% each. Energy, materials and information technology were hit the hardest.

• The Fund’s underperformance of the Index was a function of security selection, most notably in the oil & gas industry, where its holdings were impacted by the oil spill in the Gulf of Mexico. Among the financials sector, Fund investments within commercial banks and diversified financial services lagged those represented in the Index.



• Making a positive contribution to the Fund’s relative performance were its emphasis of the consumer staples sector, particularly within the less-cyclical food products and beverages industries, and selectiveness in specialty retail and textile apparel industries within the consumer discretionary sector. Additionally, the Fund benefited from an underweight of the lagging materials, telecommunications and utilities sectors.

 

Total Return Performance
12/31/09 – 6/30/10
Tax-Managed Growth Fund 1.0 2	-8.11	%
S&P 500 Index1	-6.64
Lipper Large-Cap Core Funds Classification1	-7.87
See pages 3 and 4 for more performance information, including after-tax returns.

1

It is not possible to invest directly in an Index or a Lipper Classification. The Index’s total return does not reflect commissions or expenses that would have been incurred if an investor individually purchased or sold the securities represented in the Index. The Lipper total return is the average total return, at net asset value, of the funds that are in the same Lipper Classification as the Fund.

2

Six-month returns are cumulative. The Fund currently invests its assets in Tax-Managed Growth Portfolio, a separate registered investment company with the same objective and policies as the Fund. References to investments are to the Portfolio’s holdings.

 

1

Eaton Vance Tax-Managed Growth Fund 1.0 as of June 30, 2010

INVESTMENT UPDATE

 

• The Fund remains broadly diversified across economic sectors, industries and individual issues. As of June 30, 2010, the Fund’s most substantive overweights were in the industrials, health care, and information technology sectors. The most meaningful underweights were held in financials, utilities, and telecommunication services.

• As always, we thank you for your continued confidence and participation in the Fund.

The views expressed throughout this report are those of the portfolio managers and are current only through the end of the period of the report as stated on the cover. These views are subject to change at any time based upon market or other conditions, and the investment adviser disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a fund are based on many factors, may not be relied on as an indication of trading intent on behalf of any Eaton Vance fund. Portfolio information provided in the report may not be representative of the Fund’s current or future investments and may change due to active management.

Portfolio Composition

 

Top 10 Holdings^*

By net assets

PepsiCo, Inc.	3.0	%
United Technologies Corp.	3.0
Intel Corp.	2.6
NIKE, Inc., Class B	2.6
International Business Machines Corp.	2.5
Apache Corp.	2.3
Johnson & Johnson	2.3
Abbott Laboratories	2.0
Walt Disney Co. (The)	1.9
Anadarko Petroleum Corp.	1.9

 

^* Top 10 Holdings represented 24.1% of the Portfolio’s net assets as of 6/30/10. Excludes cash equivalents.

 

Sector Weightings^**

By net assets

 

^** As a percentage of the Portfolio’s net assets as of 6/30/10. Excludes cash equivalents.

2

Eaton Vance Tax-Managed Growth Fund 1.0 as of June 30, 2010

FUND PERFORMANCE

 

Performance1
Average Annual Total Returns (at net asset value)
Six Months	-8.11	%
One Year	11.89
Five Years	-0.71
Ten Years	-0.89
Life of Fund (3/29/66)	8.86

¹ Six-month returns are cumulative. Other returns are presented on an average annual basis.

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

 

3

Eaton Vance Tax-Managed Growth Fund 1.0 as of June 30, 2010

FUND PERFORMANCE

 

“Return Before Taxes” does not take into consideration shareholder taxes. It is most relevant to tax-free or tax-deferred shareholder accounts. “Return After Taxes on Distributions” reflects the impact of federal income taxes due on Fund distributions of dividends and capital gains. It is most relevant to taxpaying shareholders who continue to hold their shares. “Return After Taxes on Distributions and Sale of Fund Shares” also reflects the impact of taxes on capital gain or loss realized upon a sale of shares. It is most relevant to taxpaying shareholders who sell their shares.

Average Annual Total Returns
(For the periods ended June 30, 2010)
Returns at Net Asset Value (NAV)
	One Year			Five Years			Ten Years
Return Before Taxes		11.89	%		-0.71	%		-0.89	%
Return After Taxes on Distributions		11.45			-1.13			-1.23
Return After Taxes on Distributions and Sale of Fund Shares		8.46			-0.57			-0.76

The Fund commenced investment operations on 3/29/66.

After-tax returns are calculated using certain assumptions. After-tax returns are calculated using the highest historical individual federal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on a shareholder’s tax situation and the actual characterization of distributions and may differ from those shown. After-tax returns are not relevant to shareholders who hold shares in tax-deferred accounts or to shares held by non-taxable entities. Return After Taxes on Distributions for a period may be the same as Return Before Taxes for the same period because no taxable distributions were made during that period or because the taxable portion of distributions made during the period was insignificant. Return After Taxes on Distributions and Sale of Fund Shares for a period may be greater than or equal to Return After Taxes on Distributions for the same period because of losses realized on the sale of Fund shares.

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

4

Eaton Vance Tax-Managed Growth Fund 1.0as of June 30, 2010

FUND EXPENSES

Example: As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchases and redemption fees (if applicable); and (2) ongoing costs, including management fees; distribution or service fees; and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (January 1, 2010 – June 30, 2010).

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

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

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

Eaton Vance Tax-Managed Growth Fund 1.0

	Beginning Account Value		Ending Account Value		Expenses Paid During Period*
	(1/1/10)		(6/30/10)		(1/1/10 – 6/30/10)
Actual		$1,000.00		$918.90		$2.38
Hypothetical
(5% return per year before expenses)		$1,000.00		$1,022.30		$2.51

*   Expenses are equal to the Fund’s annualized expense ratio of 0.50% multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period). The Example assumes that the $1,000 was invested at the net asset value per share determined at the close of business on December 31, 2009. The Example reflects the expenses of both the Fund and the Portfolio.

5

Eaton Vance Tax-Managed Growth Fund 1.0as of June 30, 2010

FINANCIAL STATEMENTS (Unaudited)

Statement of Assets and Liabilities

As of June 30, 2010
Assets
Investment in Tax-Managed Growth Portfolio, at value (identified cost, $286,306,559)	$	556,941,428
Total assets	$	556,941,428
Liabilities
Payable for Fund shares redeemed	$	82,686
Payable to affiliates:
Trustees’ fees		125
Accrued expenses		33,346
Total liabilities	$	116,157
Net Assets	$	556,825,271
Sources of Net Assets
Paid-in capital	$	367,416,284
Accumulated net realized loss from Portfolio		(61,951,196	)
Accumulated undistributed net investment income		234,486
Net unrealized appreciation from Portfolio		270,634,869
Accumulated federal tax on undistributed net realized long-term capital gain, paid on behalf of the shareholders		(19,509,172	)
Total	$	556,825,271
Net Asset Value and Redemption Price Per Share
($556,825,271 ¸ 1,270,034 shares of beneficial interest outstanding)	$	438.43

Statement of Operations

For the Six Months Ended
June 30, 2010
Investment Income
Dividends allocated from Portfolio (net of foreign taxes, $130,857)	$	6,026,339
Interest allocated from Portfolio		4,107
Expenses allocated from Portfolio		(1,491,726	)
Total investment income from Portfolio	$	4,538,720
Expenses
Trustees’ fees and expenses	$	250
Custodian fee		14,559
Transfer and dividend disbursing agent fees		12,770
Legal and accounting services		10,448
Printing and postage		6,393
Miscellaneous		3,335
Total expenses	$	47,755
Net investment income	$	4,490,965
Realized and Unrealized Gain (Loss) from Portfolio
Net realized gain (loss) —
Investment transactions(1)	$	17,106,063
Foreign currency transactions		615
Net realized gain	$	17,106,678
Change in unrealized appreciation (depreciation) —
Investments	$	(70,421,146	)
Foreign currency		(12,174	)
Net change in unrealized appreciation (depreciation)	$	(70,433,320	)
Net realized and unrealized loss	$	(53,326,642	)
Net decrease in net assets from operations	$	(48,835,677	)

⁽¹⁾ Includes net realized gains of $17,309,864 from redemptions in-kind.

See notes to financial statements

6

Eaton Vance Tax-Managed Growth Fund 1.0as of June 30, 2010

FINANCIAL STATEMENTS CONT’D

Statements of Changes in Net Assets

	Six Months Ended
Increase (Decrease)	June 30, 2010			Year Ended
in Net Assets	(Unaudited)			December 31, 2009
From operations —
Net investment income	$	4,490,965		$	10,637,262
Net realized gain from investment transactions and foreign currency transactions		17,106,678			54,549,125
Net change in unrealized appreciation (depreciation) from investments and foreign currency		(70,433,320	)		57,813,385
Net increase (decrease) in net assets from operations	$	(48,835,677	)	$	122,999,772
Distributions to shareholders —
From net investment income	$	(4,469,538	)	$	(10,635,937	)
From net realized gain		—			(8,861,538	)
Total distributions to shareholders	$	(4,469,538	)	$	(19,497,475	)
Transactions in shares of beneficial interest —
Net asset value of shares issued to shareholders in payment of distributions declared	$	1,255,170		$	6,318,556
Cost of shares redeemed		(30,967,916	)		(66,744,746	)
Net decrease in net assets from Fund share transactions	$	(29,712,746	)	$	(60,426,190	)
Net increase (decrease) in net assets	$	(83,017,961	)	$	43,076,107
Net Assets
At beginning of period	$	639,843,232		$	596,767,125
At end of period	$	556,825,271		$	639,843,232
Accumulated undistributed net investment income included in net assets
At end of period	$	234,486		$	213,059

See notes to financial statements

7

Eaton Vance Tax-Managed Growth Fund 1.0as of June 30, 2010

FINANCIAL STATEMENTS CONT’D

Financial Highlights

	Six Months Ended			Year Ended December 31,
	June 30, 2010
	(Unaudited)			2009			2008			2007			2006			2005
Net asset value — Beginning of period	$	480.560		$	402.280		$	613.190		$	603.370		$	546.870		$	530.770
Income (Loss) From Operations
Net investment income	$	3.525		$	7.717		$	9.700		$	9.568		$	8.023		$	6.586
Net realized and unrealized gain (loss)		(42.155	)		84.959			(208.748	)		18.969			66.019			17.864
Total income (loss) from operations	$	(38.630	)	$	92.676		$	(199.048	)	$	28.537		$	74.042		$	24.450
Less Distributions
From net investment income	$	(3.500	)	$	(7.700	)	$	(9.500	)	$	(9.600	)	$	(8.030	)	$	(6.475	)
From net realized gain		—			(6.696	)		(2.362	)		(9.117	)		(9.512	)		(1.875	)
Total distributions	$	(3.500	)	$	(14.396	)	$	(11.862	)	$	(18.717	)	$	(17.542	)	$	(8.350	)
Net asset value — End of period	$	438.430		$	480.560		$	402.280		$	613.190		$	603.370		$	546.870
Total Return(1)		(8.11	)%(2)		23.35	%		(32.75	)%		4.75	%		13.62	%		4.64	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$	556,825		$	639,843		$	596,767		$	1,007,067		$	1,032,593		$	992,851
Ratios (as a percentage of average daily net assets):
Expenses(3)(4)		0.50	%(5)		0.50	%		0.47	%		0.46	%		0.46	%		0.46	%(6)
Net investment income		1.45	%(5)		1.83	%		1.83	%		1.52	%		1.38	%		1.24	%(6)
Portfolio Turnover of the Tax-Managed Growth Portfolio(7)		0	%(2)(8)		2	%		1	%		2	%		1	%		0	%(8)

(1)	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested.
(2)	Not annualized.
(3)	Includes the Fund’s share of the Portfolio’s allocated expenses.
(4)	Excludes the effect of custody fee credits, if any, of less than 0.005%.
(5)	Annualized.
(6)	The investment adviser waived a portion of its investment adviser fee equal to less than 0.01% of average daily net assets for the year ended December 31, 2005.
(7)	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 1%, 3%, 3%, 6%, 7% and 6% for the six months ended June 30, 2010 and the years ended December 31, 2009, 2008, 2007, 2006 and 2005, respectively.
(8)	Amounts to less than 1%.

See notes to financial statements

8

Eaton Vance Tax-Managed Growth Fund 1.0as of June 30, 2010

NOTES TO FINANCIAL STATEMENTS (Unaudited)

1Significant Accounting Policies

Eaton Vance Tax-Managed Growth Fund 1.0 (the Fund) is a diversified series of Eaton Vance Series Trust (the Trust). The Trust is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company. The Fund invests all of its investable assets in interests in Tax-Managed Growth Portfolio (the Portfolio), a Massachusetts business trust, having the same investment objective and policies as the Fund. The value of the Fund’s investment in the Portfolio reflects the Fund’s proportionate interest in the net assets of the Portfolio (7.0% at June 30, 2010). The performance of the Fund is directly affected by the performance of the Portfolio. The financial statements of the Portfolio, including the portfolio of investments, are included elsewhere in this report and should be read in conjunction with the Fund’s financial statements.

The following is a summary of significant accounting policies of the Fund. The policies are in conformity with accounting principles generally accepted in the United States of America.

AInvestment Valuation — Valuation of securities by the Portfolio is discussed in Note 1A of the Portfolio’s Notes to Financial Statements, which are included elsewhere in this report.

BIncome — The Fund’s net investment income or loss consists of the Fund’s pro-rata share of the net investment income or loss of the Portfolio, less all actual and accrued expenses of the Fund.

CFederal Taxes — The Fund’s policy is to comply with the provisions of the Internal Revenue Code applicable to regulated investment companies and to distribute to shareholders each year substantially all of its net investment income, and all or substantially all of its net realized capital gains. Accordingly, no provision for federal income or excise tax is necessary. Although the Fund intends to distribute net realized long-term gains to shareholders each year, the Fund reserves the right to designate such gains as undistributed and pay the federal tax thereon on behalf of shareholders. The Fund records a provision for such tax on the last day of its fiscal year because the Internal Revenue Code provides that such tax is allocated among shareholders of record on that date.

At December 31, 2009, the Fund, for federal income tax purposes, had a capital loss carryforward of $3,254,960 which will reduce its taxable income arising from future net realized gains on investment transactions, if any, to the extent permitted by the Internal Revenue Code, and thus will reduce the amount of distributions to shareholders, which would otherwise be necessary to relieve the Fund of any liability for federal income or excise tax. Such capital loss carryforward will expire on December 31, 2017.

As of June 30, 2010, the Fund had no uncertain tax positions that would require financial statement recognition, de-recognition, or disclosure. Each of the Fund’s federal tax returns filed in the 3-year period ended December 31, 2009 remains subject to examination by the Internal Revenue Service.

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

EExpense Reduction — State Street Bank and Trust Company (SSBT) serves as custodian of the Fund. Pursuant to the custodian agreement, SSBT receives a fee reduced by credits, which are determined based on the average daily cash balance the Fund maintains with SSBT. All credit balances, if any, used to reduce the Fund’s custodian fees are reported as a reduction of expenses in the Statement of Operations.

FUse 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.

GIndemnifications — Under the Trust’s organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the Fund. Under Massachusetts law, if certain conditions prevail, shareholders of a Massachusetts business trust (such as the Trust) could be deemed to have personal liability for the obligations of the Trust. However, the Trust’s Declaration of Trust contains an express disclaimer of liability on the part of Fund shareholders and the By-laws provide that the Trust shall assume the defense on behalf of any Fund shareholders. Moreover, the By-laws also provide for indemnification out of Fund property of any shareholder held personally liable solely by reason of being or having been a shareholder for all loss or expense arising from such liability. Additionally, in the normal course of business, the Fund enters into agreements with service providers that may contain indemnification clauses. The

9

Eaton Vance Tax-Managed Growth Fund 1.0as of June 30, 2010

NOTES TO FINANCIAL STATEMENTS (Unaudited) CONT’D

Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred.

HOther — Investment transactions are accounted for on a trade date basis. Dividends to shareholders are recorded on the ex-dividend date.

IInterim Financial Statements — The interim financial statements relating to June 30, 2010 and for the six months then ended have not been audited by an independent registered public accounting firm, but in the opinion of the Fund’s management, reflect all adjustments, consisting only of normal recurring adjustments, necessary for the fair presentation of the financial statements.

2Distributions to Shareholders

It is the present policy of the Fund to make quarterly distributions of all or substantially all of its net investment income and to distribute annually all or substantially all of its net realized capital gains (reduced by available capital loss carryforwards from prior years, if any). Shareholders may reinvest income and capital gain distributions in additional shares of the Fund at the net asset value as of the ex-dividend date or, at the election of the shareholder, receive distributions in cash. The Fund distinguishes between distributions on a tax basis and a financial reporting basis. Accounting principles generally accepted in the United States of America require that only distributions in excess of tax basis earnings and profits be reported in the financial statements as a return of capital. Permanent differences between book and tax accounting relating to distributions are reclassified to paid-in capital. For tax purposes, distributions from short-term capital gains are considered to be from ordinary income.

3Transactions with Affiliates

Eaton Vance Management (EVM) serves as the administrator to the Fund, but receives no compensation. The Portfolio has engaged Boston Management and Research (BMR), a subsidiary of EVM, to render investment advisory services. See Note 2 of the Portfolio’s Notes to Financial Statements which are included elsewhere in this report. EVM serves as the sub-transfer agent of the Fund and receives from the transfer agent an aggregate fee based upon the actual expenses incurred by EVM in the performance of these services. For the six months ended June 30, 2010, EVM earned $1,308 in sub-transfer agent fees.

Except for Trustees of the Fund and the Portfolio who are not members of EVM’s or BMR’s organizations, officers and Trustees receive remuneration for their services to the Fund out of the investment adviser fee. Certain officers and Trustees of the Fund and the Portfolio are officers of the above organizations.

4Investment Transactions

For the six months ended June 30, 2010, increases and decreases in the Fund’s investment in the Portfolio aggregated $88,018 and $34,428,848, respectively. Decreases in the Fund’s investment in the Portfolio include distributions of common stock as the result of redemptions in-kind of $30,401,330.

5Shares of Beneficial Interest

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

	Six Months Ended
	June 30, 2010			Year Ended
	(Unaudited)			December 31, 2009
Issued to shareholders electing to receive payments of distributions in Fund shares		2,590			14,021
Redemptions		(64,005	)		(166,034	)
Net decrease		(61,415	)		(152,013	)

10

Tax-Managed Growth Portfolioas of June 30, 2010

PORTFOLIO OF INVESTMENTS (Unaudited)

Common Stocks — 99.1%
Security	Shares		Value
Aerospace & Defense — 4.6%
Boeing Co. (The)		960,677	$	60,282,482
General Dynamics Corp.		473,021		27,700,110
Honeywell International, Inc.		293,134		11,441,020
Lockheed Martin Corp.		19,800		1,475,100
Northrop Grumman Corp.		260,685		14,191,691
Raytheon Co.		58,153		2,814,024
Rockwell Collins, Inc.		147,928		7,859,415
United Technologies Corp.		3,660,193		237,583,127
			$	363,346,969
Air Freight & Logistics — 2.3%
FedEx Corp.		1,007,275	$	70,620,050
United Parcel Service, Inc., Class B		1,962,726		111,659,482
			$	182,279,532
Auto Components — 0.3%
Johnson Controls, Inc.		740,109	$	19,886,729
WABCO Holdings, Inc.(1)		1,156		36,391
			$	19,923,120
Automobiles — 0.0%
DaimlerChrysler AG(1)		17,284	$	873,706
Harley-Davidson, Inc.		16,800		373,464
			$	1,247,170
Beverages — 5.2%
Brown-Forman Corp., Class A		393,146	$	22,881,097
Brown-Forman Corp., Class B		156,213		8,940,070
Coca-Cola Co. (The)		2,755,146		138,087,917
Coca-Cola Enterprises, Inc.		54,516		1,409,784
Molson Coors Brewing Co., Class B		186,000		7,878,960
PepsiCo, Inc.		3,912,963		238,495,095
			$	417,692,923
Biotechnology — 2.0%
Amgen, Inc.(1)		2,861,619	$	150,521,159
Biogen Idec, Inc.(1)		13,543		642,615
Genzyme Corp.(1)		22,697		1,152,327
Gilead Sciences, Inc.(1)		246,207		8,439,976
			$	160,756,077
Capital Markets — 3.7%
Ameriprise Financial, Inc.		74,034	$	2,674,848
Bank of New York Mellon Corp. (The)		872,228		21,535,309
Charles Schwab Corp. (The)		718,360		10,186,345
E*Trade Financial Corp.(1)		4,593		54,289
Federated Investors, Inc., Class B		31,821		659,013
Franklin Resources, Inc.		539,468		46,496,747
Goldman Sachs Group, Inc. (The)		557,466		73,178,562
Legg Mason, Inc.		96,941		2,717,256
Morgan Stanley		2,827,051		65,615,854
Northern Trust Corp.		715,649		33,420,808
Piper Jaffray Cos., Inc.(1)		400		12,888
State Street Corp.		529,119		17,894,805
T. Rowe Price Group, Inc.		323,743		14,370,952
UBS AG(1)		92,681		1,225,243
Waddell & Reed Financial, Inc., Class A		273,635		5,987,134
			$	296,030,053
Chemicals — 1.0%
Ashland, Inc.		30,391	$	1,410,750
Dow Chemical Co. (The)		152,627		3,620,312
E.I. Du Pont de Nemours & Co.		933,833		32,301,284
Ecolab, Inc.		380,814		17,102,357
Monsanto Co.		24,993		1,155,176
PPG Industries, Inc.		4,400		265,804
Sigma-Aldrich Corp.		499,629		24,896,513
			$	80,752,196
Commercial Banks — 3.1%
Bank of Montreal		33,047	$	1,793,791
BB&T Corp.		1,041,387		27,398,892
Comerica, Inc.		230,933		8,505,262
Fifth Third Bancorp		1,280,030		15,731,569
First Horizon National Corp.(1)		22,556		258,263
HSBC Holdings PLC		220,592		2,022,460
HSBC Holdings PLC ADR		35,973		1,640,009
KeyCorp		123,218		947,546
M&T Bank Corp.		17,293		1,469,040
Marshall & Ilsley Corp.		157,890		1,133,650
PNC Financial Services Group, Inc.		112,126		6,335,119
Regions Financial Corp.		250,097		1,645,638
Royal Bank of Canada		148,562		7,099,778
Societe Generale		577,426		23,760,451
SunTrust Banks, Inc.		269,585		6,281,331
Synovus Financial Corp.		52,977		134,562
Toronto-Dominion Bank		17,915		1,162,863
Trustmark Corp.		102,713		2,138,485

See notes to financial statements

11

Tax-Managed Growth Portfolioas of June 30, 2010

PORTFOLIO OF INVESTMENTS (Unaudited) CONT’D

Security	Shares		Value
Commercial Banks (continued)
U.S. Bancorp		2,869,247	$	64,127,670
Wells Fargo & Co.		2,683,740		68,703,744
Westamerica Bancorporation		1,968		103,359
Zions Bancorporation		63,405		1,367,646
			$	243,761,128
Commercial Services & Supplies — 0.1%
Avery Dennison Corp.		56,594	$	1,818,365
Cintas Corp.		207,612		4,976,460
Pitney Bowes, Inc.		15,870		348,505
Waste Management, Inc.		108,828		3,405,228
			$	10,548,558
Communications Equipment — 3.7%
Cisco Systems, Inc.(1)		7,130,945	$	151,960,438
Juniper Networks, Inc.(1)		109,780		2,505,179
Motorola, Inc.(1)		1,151,307		7,506,522
Nokia Oyj ADR		1,721,613		14,031,146
QUALCOMM, Inc.		3,146,473		103,330,173
Telefonaktiebolaget LM Ericsson ADR		1,750,000		19,285,000
			$	298,618,458
Computers & Peripherals — 5.5%
Apple, Inc.(1)		326,406	$	82,100,901
Dell, Inc.(1)		4,059,974		48,963,286
EMC Corp.(1)		2,588,992		47,378,554
Hewlett-Packard Co.		1,094,108		47,352,994
International Business Machines Corp.		1,597,299		197,234,481
Lexmark International, Inc., Class A(1)		12,631		417,202
NetApp, Inc.(1)		417,589		15,580,246
			$	439,027,664
Construction & Engineering — 0.0%
Jacobs Engineering Group, Inc.(1)		64,781	$	2,360,620
			$	2,360,620
Construction Materials — 0.0%
Vulcan Materials Co.		22,102	$	968,731
			$	968,731
Consumer Finance — 0.6%
American Express Co.		614,207	$	24,384,018
Capital One Financial Corp.		174,032		7,013,490
Discover Financial Services		1,105,050		15,448,599
SLM Corp.(1)		10,200		105,978
			$	46,952,085
Containers & Packaging — 0.1%
Bemis Co., Inc.		133,186	$	3,596,022
Temple-Inland, Inc.		90,660		1,873,942
			$	5,469,964
Distributors — 0.1%
Genuine Parts Co.		188,424	$	7,433,327
			$	7,433,327
Diversified Consumer Services — 0.0%
Apollo Group, Inc., Class A(1)		10,887	$	462,371
H&R Block, Inc.		22,181		348,020
			$	810,391
Diversified Financial Services — 2.3%
Bank of America Corp.		3,727,925	$	53,570,282
Citigroup, Inc.(1)		50,008		188,030
CME Group, Inc.		31,832		8,962,299
ING Groep NV ADR(1)		191,170		1,416,570
IntercontinentalExchange, Inc.(1)		13,162		1,487,701
JPMorgan Chase & Co.		3,023,182		110,678,693
Moody’s Corp.		179,602		3,577,672
			$	179,881,247
Diversified Telecommunication Services — 0.7%
AT&T, Inc.		1,459,211	$	35,298,314
CenturyLink, Inc.		10,594		352,886
Deutsche Telekom AG ADR		158,527		1,850,010
McLeodUSA, Inc., Class A(1)(2)		947		0
Telefonos de Mexico SA de CV ADR		283,026		3,993,497
Verizon Communications, Inc.		436,063		12,218,485
Windstream Corp.		247,947		2,618,321
			$	56,331,513
Electric Utilities — 0.0%
Duke Energy Corp.		47,340	$	757,440
Exelon Corp.		9,202		349,400
Southern Co.		68,451		2,278,049
			$	3,384,889

See notes to financial statements

12

Tax-Managed Growth Portfolioas of June 30, 2010

PORTFOLIO OF INVESTMENTS (Unaudited) CONT’D

Security	Shares		Value
Electrical Equipment — 1.3%
Emerson Electric Co.		2,256,079	$	98,568,092
Rockwell Automation, Inc.		125,000		6,136,250
			$	104,704,342
Electronic Equipment, Instruments & Components — 0.8%
Agilent Technologies, Inc.(1)		456,713	$	12,984,351
Corning, Inc.		2,838,521		45,842,114
Flextronics International, Ltd.(1)		161,054		901,902
National Instruments Corp.		35,783		1,137,184
Tyco Electronics, Ltd.		9,480		240,602
			$	61,106,153
Energy Equipment & Services — 1.2%
Baker Hughes, Inc.		136,681	$	5,681,829
Halliburton Co.		846,351		20,777,917
Schlumberger, Ltd.		1,175,550		65,054,937
Transocean, Ltd.(1)		75,667		3,505,652
			$	95,020,335
Food & Staples Retailing — 3.2%
Costco Wholesale Corp.		873,262	$	47,880,955
CVS Caremark Corp.		1,951,921		57,230,324
Kroger Co. (The)		35,843		705,749
Safeway, Inc.		177,879		3,497,101
Sysco Corp.		1,234,633		35,273,465
Wal-Mart Stores, Inc.		1,983,397		95,341,894
Walgreen Co.		494,948		13,215,111
			$	253,144,599
Food Products — 3.0%
Archer-Daniels-Midland Co.		1,492,098	$	38,525,970
Campbell Soup Co.		54,780		1,962,768
ConAgra Foods, Inc.		3,600		83,952
General Mills, Inc.		41,584		1,477,064
H.J. Heinz Co.		75,878		3,279,447
Hershey Co. (The)		511,286		24,505,938
Kraft Foods, Inc., Class A		227,987		6,383,636
Nestle SA		2,750,000		132,601,790
Sara Lee Corp.		1,755,728		24,755,765
Unilever NV		72,175		1,971,821
			$	235,548,151
Health Care Equipment & Supplies — 1.4%
Baxter International, Inc.		214,908	$	8,733,861
Becton, Dickinson and Co.		63,708		4,307,935
Boston Scientific Corp.(1)		36,529		211,868
CareFusion Corp.(1)		108,237		2,456,980
Covidien PLC		192,843		7,748,432
Hospira, Inc.(1)		43,238		2,484,023
Medtronic, Inc.		1,735,047		62,930,155
St. Jude Medical, Inc.(1)		66,365		2,395,113
Stryker Corp.		148,068		7,412,284
Zimmer Holdings, Inc.(1)		234,861		12,694,237
			$	111,374,888
Health Care Providers & Services — 1.3%
AmerisourceBergen Corp.		570,228	$	18,104,739
Cardinal Health, Inc.		216,467		7,275,456
CIGNA Corp.		46,467		1,443,265
Express Scripts, Inc.(1)		393,988		18,525,316
Henry Schein, Inc.(1)		756,280		41,519,772
McKesson Corp.		6,462		433,988
Medco Health Solutions, Inc.(1)		138,332		7,619,326
PharMerica Corp.(1)		25,547		374,519
UnitedHealth Group, Inc.		99,763		2,833,269
WellPoint, Inc.(1)		53,673		2,626,220
			$	100,755,870
Hotels, Restaurants & Leisure — 2.0%
Carnival Corp.		533,768	$	16,141,144
Darden Restaurants, Inc.		19,742		766,977
International Game Technology		459,500		7,214,150
Interval Leisure Group, Inc.(1)		85,966		1,070,277
Marriott International, Inc., Class A		401,544		12,022,227
McDonald’s Corp.		860,566		56,685,483
Starbucks Corp.		2,222,271		54,001,185
Yum! Brands, Inc.		210,518		8,218,623
			$	156,120,066
Household Durables — 0.2%
D.R. Horton, Inc.		417,028	$	4,099,385
Fortune Brands, Inc.		117,078		4,587,116
Leggett & Platt, Inc.		313,428		6,287,366
Newell Rubbermaid, Inc.		49,838		729,628
			$	15,703,495

See notes to financial statements

13

Tax-Managed Growth Portfolioas of June 30, 2010

PORTFOLIO OF INVESTMENTS (Unaudited) CONT’D

Security	Shares		Value
Household Products — 2.2%
Clorox Co. (The)		27,272	$	1,695,227
Colgate-Palmolive Co.		588,690		46,365,224
Energizer Holdings, Inc.(1)		27,000		1,357,560
Kimberly-Clark Corp.		530,325		32,153,605
Procter & Gamble Co.		1,607,164		96,397,697
			$	177,969,313
Independent Power Producers & Energy Traders — 0.0%
AES Corp. (The)(1)		93,180	$	860,983
			$	860,983
Industrial Conglomerates — 2.0%
3M Co.		869,456	$	68,678,329
General Electric Co.		5,978,428		86,208,932
Textron, Inc.		33,277		564,711
Tyco International, Ltd.		23,014		810,783
			$	156,262,755
Insurance — 3.0%
Aegon NV ADR(1)		5,136,862	$	27,122,632
Aflac, Inc.		136,083		5,806,662
Allstate Corp. (The)		62,008		1,781,490
AON Corp.		26,152		970,762
Berkshire Hathaway, Inc., Class A(1)		673		80,760,000
Berkshire Hathaway, Inc., Class B(1)		943,448		75,183,371
Chubb Corp.		24,930		1,246,749
Cincinnati Financial Corp.		179,991		4,656,367
Hartford Financial Services Group, Inc.		10,762		238,163
Manulife Financial Corp.		69,765		1,017,174
Marsh & McLennan Cos., Inc.		24,256		546,973
Old Republic International Corp.		164,555		1,996,052
Progressive Corp.		1,199,718		22,458,721
Torchmark Corp.		252,479		12,500,235
Travelers Companies, Inc. (The)		77,876		3,835,393
			$	240,120,744
Internet & Catalog Retail — 0.1%
Amazon.com, Inc.(1)		59,077	$	6,454,753
Expedia, Inc.		119,213		2,238,820
HSN, Inc.(1)		60,017		1,440,408
Liberty Media Corp.-Interactive, Class A(1)		11,902		124,971
			$	10,258,952
Internet Software & Services — 1.5%
Akamai Technologies, Inc.(1)		200,000	$	8,114,000
AOL, Inc.(1)		38,297		796,195
eBay, Inc.(1)		1,260,217		24,712,855
Google, Inc., Class A(1)		199,296		88,676,755
IAC/InterActiveCorp(1)		13,368		293,695
VeriSign, Inc.(1)		14,758		391,825
			$	122,985,325
IT Services — 2.7%
Accenture PLC, Class A		2,738,000	$	105,823,700
Automatic Data Processing, Inc.		1,339,373		53,923,157
Broadridge Financial Solutions, Inc.		11,452		218,161
DST Systems, Inc.		600		21,684
Fidelity National Information Services, Inc.		79,251		2,125,512
Fiserv, Inc.(1)		47,355		2,162,229
Paychex, Inc.		757,686		19,677,106
Total System Services, Inc.		52,739		717,250
Western Union Co.		1,947,487		29,037,031
			$	213,705,830
Leisure Equipment & Products — 0.0%
Mattel, Inc.		22,565	$	477,475
			$	477,475
Life Sciences Tools & Services — 0.2%
Life Technologies Corp.(1)		273,569	$	12,926,135
Thermo Fisher Scientific, Inc.(1)		18,700		917,235
			$	13,843,370
Machinery — 2.8%
Caterpillar, Inc.		121,835	$	7,318,628
Danaher Corp.		45,377		1,684,394
Deere & Co.		2,623,301		146,065,400
Dover Corp.		501,284		20,948,658
Illinois Tool Works, Inc.		1,182,752		48,824,003
Parker Hannifin Corp.		30,763		1,706,116
			$	226,547,199
Media — 3.0%
Ascent Media Corp., Class A(1)		755	$	19,071
CBS Corp., Class B		79,463		1,027,457
Comcast Corp., Class A		216,991		3,769,134
Comcast Corp., Special Class A		1,957,999		32,169,924
DIRECTV, Class A(1)		30,225		1,025,232

See notes to financial statements

14

Tax-Managed Growth Portfolioas of June 30, 2010

PORTFOLIO OF INVESTMENTS (Unaudited) CONT’D

Security	Shares		Value
Media (continued)
Discovery Communications, Inc., Class A(1)		7,555	$	269,789
Discovery Communications, Inc., Class C(1)		7,555		233,676
Gannett Co., Inc.		5,643		75,955
Liberty Global, Inc., Series A(1)		2,381		61,882
Liberty Global, Inc., Series C(1)		2,382		61,908
Liberty Media Corp.-Capital, Class A(1)		7,556		316,672
Liberty Media Corp.-Starz, Series A(1)		3,022		156,660
Live Nation, Inc.(1)		118,862		1,242,108
McGraw-Hill Cos., Inc. (The)		299,599		8,430,716
New York Times Co. (The), Class A(1)		5,269		45,577
News Corp., Class A		97		1,160
Omnicom Group, Inc.		337,057		11,561,055
Time Warner Cable, Inc.		125,310		6,526,145
Time Warner, Inc.		497,707		14,388,709
Viacom, Inc., Class B(1)		83,155		2,608,572
Walt Disney Co. (The)		4,869,836		153,399,834
Washington Post Co., Class B		1,500		615,720
WPP PLC, ADR		42,292		1,979,689
			$	239,986,645
Metals & Mining — 0.3%
Alcoa, Inc.		52,760	$	530,766
Freeport-McMoRan Copper & Gold, Inc.		225,000		13,304,250
Nucor Corp.		230,000		8,804,400
			$	22,639,416
Multiline Retail — 1.4%
Macy’s, Inc.		94,265	$	1,687,343
Sears Holdings Corp.(1)		795		51,397
Target Corp.		2,290,940		112,645,520
			$	114,384,260
Oil, Gas & Consumable Fuels — 7.4%
Anadarko Petroleum Corp.		4,229,770	$	152,652,399
Apache Corp.		2,145,162		180,601,189
BP PLC ADR		220,725		6,374,538
Chevron Corp.		628,718		42,664,804
ConocoPhillips		490,638		24,085,419
Devon Energy Corp.		568,771		34,649,529
Exxon Mobil Corp.		2,369,437		135,223,770
Hess Corp.		35,579		1,791,047
Marathon Oil Corp.		177,334		5,513,314
Murphy Oil Corp.		78,679		3,898,545
Royal Dutch Shell PLC ADR, Class A		103,442		5,194,857
Royal Dutch Shell PLC ADR, Class B		9,594		463,198
Spectra Energy Corp.		15,677		314,637
Williams Cos., Inc.		2,000		36,560
			$	593,463,806
Paper & Forest Products — 0.0%
Neenah Paper, Inc.		975	$	17,842
Weyerhaeuser Co.		4,754		167,341
			$	185,183
Personal Products — 0.0%
Estee Lauder Cos., Inc., Class A		13,035	$	726,441
			$	726,441
Pharmaceuticals — 10.1%
Abbott Laboratories		3,382,947	$	158,254,261
Allergan, Inc.		82,562		4,810,062
Bristol-Myers Squibb Co.		1,960,710		48,900,107
Eli Lilly & Co.		1,957,965		65,591,828
GlaxoSmithKline PLC ADR		447,876		15,232,263
Johnson & Johnson		3,048,748		180,059,057
King Pharmaceuticals, Inc.(1)		152,305		1,155,995
Merck & Co., Inc.		2,395,509		83,770,950
Novo Nordisk A/S ADR		325,494		26,371,524
Pfizer, Inc.		9,543,425		136,089,240
Teva Pharmaceutical Industries, Ltd. ADR		1,671,886		86,921,353
			$	807,156,640
Real Estate Management & Development — 0.0%
Forest City Enterprises, Inc., Class A(1)		56,500	$	639,580
Forestar Real Estate Group, Inc.(1)		30,220		542,751
			$	1,182,331
Road & Rail — 0.1%
Norfolk Southern Corp.		11,936	$	633,205
Union Pacific Corp.		132,257		9,193,184
			$	9,826,389
Semiconductors & Semiconductor Equipment — 3.7%
Analog Devices, Inc.		560,289	$	15,609,652
Applied Materials, Inc.		1,065,614		12,808,680
Broadcom Corp., Class A		961,476		31,699,864
Cypress Semiconductor Corp.(1)		52,742		529,530

See notes to financial statements

15

Tax-Managed Growth Portfolioas of June 30, 2010

PORTFOLIO OF INVESTMENTS (Unaudited) CONT’D

Security	Shares		Value
Semiconductors & Semiconductor Equipment (continued)
Intel Corp.		10,779,239	$	209,656,199
KLA-Tencor Corp.		142,609		3,975,939
Linear Technology Corp.		123,388		3,431,420
Maxim Integrated Products, Inc.		223,099		3,732,446
NVIDIA Corp.(1)		134,500		1,373,245
Texas Instruments, Inc.		547,787		12,752,481
Verigy, Ltd.(1)		3,479		30,232
Xilinx, Inc.		24,607		621,573
			$	296,221,261
Software — 3.1%
Activision Blizzard, Inc.		846,350	$	8,878,211
Adobe Systems, Inc.(1)		409,776		10,830,380
CA, Inc.		45,408		835,507
Electronic Arts, Inc.(1)		21,405		308,232
Microsoft Corp.		3,210,367		73,870,545
Oracle Corp.		6,989,058		149,985,185
Symantec Corp.(1)		186,371		2,586,829
			$	247,294,889
Specialty Retail — 2.7%
Best Buy Co., Inc.		148,536	$	5,029,429
Gap, Inc. (The)		89,138		1,734,625
Home Depot, Inc.		3,945,465		110,749,203
Limited Brands, Inc.		41,877		924,225
Lowe’s Companies, Inc.		1,003,622		20,493,961
Sherwin-Williams Co. (The)		500		34,595
Staples, Inc.		257,430		4,904,042
TJX Companies, Inc. (The)		1,701,405		71,373,940
			$	215,244,020
Textiles, Apparel & Luxury Goods — 2.7%
Coach, Inc.		10,800	$	394,740
Hanesbrands, Inc.(1)		236,598		5,692,548
NIKE, Inc., Class B		3,058,444		206,597,892
			$	212,685,180
Thrifts & Mortgage Finance — 0.0%
Tree.com, Inc.(1)		13,436	$	84,916
			$	84,916
Tobacco — 0.3%
Altria Group, Inc.		259,178	$	5,193,927
Philip Morris International, Inc.		346,919		15,902,767
			$	21,096,694
Wireless Telecommunication Services — 0.1%
America Movil SAB de CV ADR, Series L		22,000	$	1,045,000
Sprint Nextel Corp.(1)		229,998		975,192
Vodafone Group PLC ADR		258,791		5,349,210
			$	7,369,402
Total Common Stocks
(identified cost $6,910,586,587)			$	7,903,633,933
Preferred Stocks — 0.0%
Security	Shares		Value
Commercial Banks — 0.0%
Wells Fargo & Co.		166	$	66
Total Preferred Stocks
(identified cost $4,929)			$	66
Convertible Preferred Stocks — 0.0%
Security	Shares		Value
Independent Power Producers & Energy Traders — 0.0%
Enron Corp.(1)(2)		11,050	$	0
Total Convertible Preferred Stocks
(identified cost $16,626,069)			$	0

See notes to financial statements

16

Tax-Managed Growth Portfolioas of June 30, 2010

PORTFOLIO OF INVESTMENTS (Unaudited) CONT’D

Short-Term Investments — 0.7%
	Interest
Description	(000’s omitted)		Value
Eaton Vance Cash Reserves Fund, LLC, 0.25%(3)	$	56,189	$	56,188,750
Total Short-Term Investments
(identified cost $56,188,750)			$	56,188,750
Total Investments — 99.8%
(identified cost $6,983,406,335)			$	7,959,822,749
Other Assets, Less Liabilities — 0.2%			$	13,754,077
Net Assets — 100.0%			$	7,973,576,826

ADR - American Depositary Receipt

(1)	Non-income producing security.
(2)	Security valued at fair value using methods determined in good faith by or at the direction of the Trustees.
(3)	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, 2010. Net income allocated from the investment in Eaton Vance Cash Reserves Fund, LLC and Cash Management Portfolio, another affiliated investment company, for the six months ended June 30, 2010 was $40,745 and $0, respectively.

See notes to financial statements

17

Tax-Managed Growth Portfolioas of June 30, 2010

FINANCIAL STATEMENTS (Unaudited)

Statement of Assets and Liabilities

As of June 30, 2010
Assets
Unaffiliated investments, at value (identified cost, $6,927,217,585)	$	7,903,633,999
Affiliated investments, at value (identified cost, $56,188,750)		56,188,750
Cash		121,995
Dividends and interest receivable		9,916,626
Receivable for investments sold		6,387,721
Tax reclaims receivable		1,205,198
Total assets	$	7,977,454,289
Liabilities
Payable to affiliates:
Investment adviser fee	$	3,220,115
Trustees’ fees		12,625
Accrued expenses		644,723
Total liabilities	$	3,877,463
Net Assets applicable to investors’ interest in Portfolio	$	7,973,576,826
Sources of Net Assets
Net proceeds from capital contributions and withdrawals	$	6,997,163,844
Net unrealized appreciation		976,412,982
Total	$	7,973,576,826

Statement of Operations

For the Six Months Ended
June 30, 2010
Investment Income
Dividends (net of foreign taxes, $1,920,484)	$	88,450,176
Interest allocated from affiliated investments		60,115
Expenses allocated from affiliated investments		(19,370	)
Total investment income	$	88,490,921
Expenses
Investment adviser fee	$	20,916,721
Trustees’ fees and expenses		25,250
Custodian fee		664,246
Legal and accounting services		88,648
Printing and postage		44,943
Miscellaneous		130,869
Total expenses	$	21,870,677
Deduct —
Reduction of custodian fee	$	38
Total expense reductions	$	38
Net expenses	$	21,870,639
Net investment income	$	66,620,282
Realized and Unrealized Gain (Loss)
Net realized gain (loss) —
Investment transactions(1)	$	86,308,767
Investment transactions allocated from affiliated investments		9,257
Foreign currency transactions		9,852
Net realized gain	$	86,327,876
Change in unrealized appreciation (depreciation) —
Investments	$	(842,500,094	)
Foreign currency		(180,975	)
Net change in unrealized appreciation (depreciation)	$	(842,681,069	)
Net realized and unrealized loss	$	(756,353,193	)
Net decrease in net assets from operations	$	(689,732,911	)

⁽¹⁾ Includes net realized gains of $86,419,296 from redemptions in-kind.

See notes to financial statements

18

Tax-Managed Growth Portfolioas of June 30, 2010

FINANCIAL STATEMENTS CONT’D

Statements of Changes in Net Assets

	Six Months Ended
Increase (Decrease)	June 30, 2010			Year Ended
in Net Assets	(Unaudited)			December 31, 2009
From operations —
Net investment income	$	66,620,282		$	171,051,571
Net realized gain (loss) from investment transactions and foreign currency transactions		86,327,876			(446,364,875	)
Net change in unrealized appreciation (depreciation) from investments and foreign currency		(842,681,069	)		2,039,540,383
Net increase (decrease) in net assets from operations	$	(689,732,911	)	$	1,764,227,079
Capital transactions —
Contributions	$	28,546,028		$	362,235,165
Withdrawals		(844,715,555	)		(3,249,726,036	)
Net decrease from capital transactions	$	(816,169,527	)	$	(2,887,490,871	)
Net decrease in net assets	$	(1,505,902,438	)	$	(1,123,263,792	)
Net Assets
At beginning of period	$	9,479,479,264		$	10,602,743,056
At end of period	$	7,973,576,826		$	9,479,479,264

See notes to financial statements

19

Tax-Managed Growth Portfolioas of June 30, 2010

FINANCIAL STATEMENTS CONT’D

Supplementary Data

	Six Months Ended			Year Ended December 31,
	June 30, 2010
	(Unaudited)			2009			2008			2007			2006			2005
Ratios/Supplemental Data
Ratios (as a percentage of average daily net assets):
Expenses(1)		0.48	%(2)		0.47	%		0.45	%		0.44	%		0.45	%		0.45	%(3)
Net investment income		1.46	%(2)		1.86	%		1.84	%		1.52	%		1.39	%		1.25	%(3)
Portfolio Turnover(4)		0	%(5)(6)		2	%		1	%		2	%		1	%		0	%(5)
Total Return		(8.08	)%(6)		23.32	%		(32.76	)%		4.72	%		13.69	%		4.70	%
Net assets, end of period (000’s omitted)	$	7,973,577		$	9,479,479		$	10,602,743		$	19,864,161		$	20,387,292		$	19,032,607

(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% of average daily net assets for the year ended December 31, 2005.
(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 1%, 3%, 3%, 6%, 7% and 6% for the six months ended June 30, 2010 and the years ended December 31, 2009, 2008, 2007, 2006 and 2005, respectively.
(5)	Amounts to less than 1%.
(6)	Not annualized.

See notes to financial statements

20

Eaton Vance Tax-Managed Growth Portfolioas of June 30, 2010

NOTES TO FINANCIAL STATEMENTS (Unaudited)

1Significant Accounting Policies

Tax-Managed Growth Portfolio (the Portfolio) is 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 Portfolio’s investment objective is to achieve long-term, after-tax returns for 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, 2010, Eaton Vance Tax-Managed Growth Fund 1.0, Eaton Vance Tax-Managed Growth Fund 1.1, Eaton Vance Tax-Managed Growth Fund 1.2 and Eaton Vance Tax-Managed Equity Asset Allocation held an interest of 7.0%, 14.8%, 6.2%, and 1.5% respectively, in the Portfolio. In addition, an unregistered fund advised by the adviser to the Portfolio held 70.6% 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.

AInvestment 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 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. 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 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. Short-term debt securities purchased with a remaining maturity of sixty days or less are generally 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. 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 security’s 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 security’s disposition, the price and extent of public trading in similar securities of the issuer or of comparable companies or entities, quotations or relevant information obtained from broker-dealers or other market participants, information obtained from the issuer, analysts, and/or the appropriate stock exchange (for exchange-traded securities), an analysis of the company’s or entity’s financial condition, and an evaluation of the forces that influence the issuer and the market(s) in which the security is purchased and sold.

The Portfolio may invest in Eaton Vance Cash Reserves Fund, LLC (Cash Reserves Fund), an affiliated investment company managed by Eaton Vance Management (EVM). Cash Reserves Fund generally values its investment securities utilizing the amortized cost valuation technique in accordance with Rule 2a-7 under 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. If amortized cost is determined not to approximate fair value, Cash Reserves Fund may value its investment securities based on available market quotations provided by a third party pricing service.

BInvestment 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.

21

Eaton Vance Tax-Managed Growth Portfolioas of June 30, 2010

NOTES TO FINANCIAL STATEMENTS (Unaudited) CONT’D

CIncome — 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 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.

DFederal 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 among its investors, each investor’s distributive share of the Portfolio’s net investment income, net realized capital gains and any other items of income, gain, loss, deduction or credit.

As of June 30, 2010, 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, 2009 remains subject to examination by the Internal Revenue Service.

EExpense 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.

FForeign 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.

GUse 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.

HIndemnifications — 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. 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 Portfolio’s 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 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.

IInterim Financial Statements — The interim financial statements relating to June 30, 2010 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.

2Investment Adviser Fee and Other Transactions with Affiliates

The investment adviser fee is earned by BMR as compensation for investment advisory services rendered to the Portfolio. The fee is computed at an annual rate of

22

Eaton Vance Tax-Managed Growth Portfolioas of June 30, 2010

NOTES TO FINANCIAL STATEMENTS (Unaudited) CONT’D

0.625% of the Portfolio’s average daily net assets up to $500 million. The advisory fee on net assets of $500 million or more is reduced as follows:

	Annual Fee Rate
Average Daily Net Assets For the Month	(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

Prior to its liquidation in February 2010, the portion of the adviser fee payable by Cash Management Portfolio, another affiliated investment company, on the Portfolio’s investment of cash therein was credited against the Portfolio’s investment adviser fee. EVM does not currently receive a fee for advisory services provided to Cash Reserves Fund. For the six months ended June 30, 2010, the Portfolio’s investment adviser fee totaled $20,928,748 of which $12,027 was allocated from Cash Management Portfolio and $20,916,721 was paid or accrued directly by the Portfolio.

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, 2010, no significant amounts have been deferred. Certain officers and Trustees of the Portfolio are officers of the above organizations.

3Purchases and Sales of Investments

Purchases and sales of investments, other than short-term obligations, aggregated $94,619,540 and $23,503,756, respectively, for the six months ended June 30, 2010. In addition, investors contributed securities with a value of $20,461,069, and investments having an aggregate market value of $761,783,332 at dates of withdrawal were distributed in payment for capital withdrawals during the six months ended June 30, 2010.

4Federal Income Tax Basis of Investments

The cost and unrealized appreciation (depreciation) of investments of the Portfolio at June 30, 2010, as determined on a federal income tax basis, were as follows:

Aggregate cost	$	2,048,801,001
Gross unrealized appreciation	$	5,918,553,537
Gross unrealized depreciation		(7,531,789	)
Net unrealized appreciation	$	5,911,021,748

5Line 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 for the six months ended June 30, 2010.

6Securities 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 $0 for the six months ended June 30, 2010. In the event of counterparty default, the Portfolio is subject to potential loss if it is delayed or prevented from exercising its right to dispose of the collateral. The Portfolio bears risk in the event that invested collateral is not sufficient to meet its obligations due on loans. At June 30, 2010, the Portfolio had no securities on loan.

7Fair 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

23

Eaton Vance Tax-Managed Growth Portfolioas of June 30, 2010

NOTES TO FINANCIAL STATEMENTS (Unaudited) CONT’D

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, 2010, the inputs used in valuing the Portfolio’s investments, which are carried at value, were as follows:

	Quoted
	Prices in
	Active		Significant
	Markets for		Other			Significant
	Identical		Observable			Unobservable
	Assets		Inputs			Inputs
Asset Description	(Level 1)		(Level 2)			(Level 3)		Total
Common Stocks
Consumer Discretionary	$	994,203,115	$	—		$	—	$	994,203,115
Consumer Staples		973,576,331		132,601,790			—		1,106,178,121
Energy		688,484,141		—			—		688,484,141
Financials		982,229,593		25,782,911			—		1,008,012,504
Health Care		1,193,886,845		—			—		1,193,886,845
Industrials		1,055,912,755		—			—		1,055,912,755
Information Technology		1,678,959,580		—			—		1,678,959,580
Materials		110,050,085		—			—		110,050,085
Telecommunication Services		63,700,915		—			0		63,700,915
Utilities		4,245,872		—			—		4,245,872
Total Common Stocks	$	7,745,249,232	$	158,384,701	*	$	0	$	7,903,633,933
Convertible Preferred Stocks	$	—	$	—		$	0	$	0
Preferred Stocks		66		—			—		66
Short-Term Investments		—		56,188,750			—		56,188,750
Total	$	7,745,249,298	$	214,573,451		$	0	$	7,959,822,749

* Includes foreign equity securities whose values were adjusted to reflect market trading that occurred after the close of trading in their applicable foreign markets.

The level classification by major category of investments (other than for categories presented above) is the same as the category presentation in the Portfolio of Investments.

The following is a reconciliation of Level 3 assets for which significant unobservable inputs were used to determine fair value:

	Investments in
	Common Stocks
	and Convertible
	Preferred
	Stocks*
Balance as of December 31, 2009	$	0
Realized gains (losses)		—
Change in net unrealized appreciation (depreciation)		0
Net purchases (sales)		—
Net transfers to (from) Level 3		—
Balance as of June 30, 2010	$	0

* All Level 3 investments held at December 31, 2009 and June 30, 2010 were valued at $0.

24

Eaton Vance Tax-Managed Growth Fund 1.0

BOARD OF TRUSTEES’ ANNUAL CONTRACT APPROVAL

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 26, 2010, 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, 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 between February and April 2010. 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 (including yield where relevant) to the investment performance of comparable funds over various time periods;

•  Data regarding investment performance in comparison to relevant peer groups of similarly managed funds and appropriate indices;

•  For each fund, comparative information concerning the fees charged and the services provided by each adviser in managing other mutual funds and institutional accounts using investment strategies and techniques similar to those used in managing such 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 policies and procedures relating to proxy voting, the handling of corporate actions and class actions;

•  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;

•  A description of Eaton Vance Management’s 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 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.

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Eaton Vance Tax-Managed Growth Fund 1.0

BOARD OF TRUSTEES’ ANNUAL CONTRACT APPROVAL 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, 2010, with respect to one or more Funds, the Board met ten times and the Contract Review Committee, the Audit Committee, the Governance Committee, the Portfolio Management Committee and the Compliance Reports and Regulatory Matters Committee, each of which is a Committee comprised solely of Independent Trustees, met nine, thirteen, three, eight and fifteen 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 including, where relevant, the use of derivative instruments, as well as trading policies and procedures and risk management techniques.

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 Tax-Managed Growth Portfolio (the “Portfolio”), the portfolio in which 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 methods of the Adviser 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 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 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.

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Eaton Vance Tax-Managed Growth Fund 1.0

BOARD OF TRUSTEES’ ANNUAL CONTRACT APPROVAL 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, 2009 for the Fund. The Board concluded that the performance of the Fund was satisfactory.

Management Fees and Expenses

The Board reviewed contractual investment advisory fee rates payable by the Portfolio and the Fund (referred to 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, 2009, as compared to a group of similarly managed funds selected by an independent data provider. The Board also considered factors that had an impact on Fund expense ratios, as identified by management in response to inquiries from the Contract Review Committee, as well as actions being taken to reduce expenses at the Eaton Vance fund complex level.

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 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 investment 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 and the Portfolio, 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. 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.

27

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 and Chief Legal Officer

Paul M. O’Neil
Chief Compliance Officer Trustees
Ralph F. Verni
Chairman

Benjamin C. Esty

Allen R. Freedman

William H. Park

Ronald A. Pearlman

Helen Frame Peters

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 and Chief Legal Officer

Paul M. O’Neil
Chief Compliance Officer Trustees
Ralph F. Verni
Chairman

Benjamin C. Esty

Allen R. Freedman

William H. Park

Ronald A. Pearlman

Helen Frame Peters

Heidi L. Steiger

Lynn A. Stout

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Investment Adviser of Tax-Managed Growth Portfolio

Boston Management and Research

Two International Place

Boston, MA 02110

Administrator of Eaton Vance Tax-Managed Growth Fund 1.0

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 Asset Servicing

Attn: Eaton Vance Funds

P.O. Box 9653

Providence, RI 02940-9653

(800) 262-1122

Eaton Vance Tax-Managed Growth Fund 1.0

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 the program is available to investors at www.FINRA.org.

157-8/10 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), 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 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.

Eaton Vance Series Trust

By: /s/ Duncan W. Richardson   Duncan W. Richardson
President

Date: August 6, 2010

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   Barbara E. Campbell
Treasurer

Date: August 6, 2010

By: /s/ Duncan W. Richardson   Duncan W. Richardson
President

Date: August 6, 2010