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)
The Eaton Vance Building, 255 State Street, Boston, Massachusetts					02109
(Address of principal executive offices)					(Zip code)
Alan R. Dynner The Eaton Vance Building, 255 State Street, Boston, Massachusetts 02109
(Name and address of agent for service)
Registrant’s telephone number, including area code:				(617) 482-8260
Date of fiscal year end:	December 31
Date of reporting period:		June 30, 2006

Item 1. Reports to Stockholders

Semiannual Report June 30, 2006

EATON VANCE
TAX-MANAGED
GROWTH
FUND
1.0

IMPORTANT NOTICES REGARDING PRIVACY,
DELIVERY OF SHAREHOLDER DOCUMENTS,
PORTFOLIO HOLDINGS, AND PROXY VOTING

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 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.

In addition, our Privacy Policy only applies 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 (if applicable) will file a schedule of its 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 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, 2006

INVESTMENT UPDATE

Lewis R. Piantedosi
Co-Portfolio Manager

Duncan W. Richardson, CFA
Co-Portfolio Manager

The Fund

Performance for the Past Six Months

•For the six months ended June 30, 2006, Eaton Vance Tax-Managed Growth Fund 1.0 (the Fund) had a total return of 2.92%. This return was the result of an increase in net asset value (NAV) per share to $559.64 on June 30, 2006, from $546.87 on December 31, 2005, and the reinvestment of $3.20 per share in dividend distributions.

•For comparison, the S&P 500 Index – a broad-based, unmanaged market index commonly used as a measure of overall U.S. stock market performance – had a total return of 2.70% for the same period. The Lipper Large-Cap Core Classification had a total return of 1.34% for the same period.(1)

See pages 2 and 3 for more performance information, including after-tax returns.

Management Discussion

•The broad equity market posted mixed returns for the six months ended June 30, 2006. Small-cap stocks outperformed large-cap stocks, while value stocks continued to outperform growth stocks. Geopolitical fears and economic uncertainty led to a month-long sell-off toward the end of the period, reversing much of the first quarter gains. Increased market volatility caused investors to move from risky, speculative investments to more stable, value-oriented, and dividend-producing stocks. On balance, corporate trends remained positive, as companies reported solid earnings gains, record profitability and healthy balance sheets. However, as the period progressed, strength in corporate profits became increasingly overshadowed by anxiety surrounding world events and concern over the direction of the economy and interest rates. Monetary policy remained in a tightening mode, as the Federal Reserve raised its Fed Funds target rate four times, to 5.25%, over the period.

•Energy, telecommunications and industrials were the strongest-performing S&P 500 Index sectors, while information technology and health care stocks realized weaker semiannual returns. Record crude oil prices helped energy-related stocks advance higher. Market-leading industries in the first half of the year included energy equipment and services, construction, metal and mining, and diversified telecom. In contrast, internet software, catalog retail, health care equipment and household durables stocks were among the weakest performers.

•Tax-Managed Growth Portfolio (the Portfolio), in which the Fund invests, remained broadly diversified, continuing to emphasize investments in large-cap, high-quality stocks.

•Compared to the S&P 500 Index, the Portfolio benefited from an overweighting of the industrials, energy and consumer staples sectors and an underweighting of the information technology and health care sectors. The Portfolio’s stock selection among metals and mining, health care providers and air freight logistics industries was also beneficial to performance.

•Conversely, an underweight of the leading telecommunications and utilities sectors, as well as stock selection in retail, insurance and biotechnology holdings hurt relative performance.

•We are pleased to announce that, effective May 1, 2006, Lewis R. Piantedosi joins the management team as co-portfolio manager. Mr. Piantedosi, a Vice President of Eaton Vance, has been with the firm since 1999 and manages several other Eaton Vance funds.

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.

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 quoted. For performance as of the most recent month-end, please refer to www.eatonvance.com.

(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.

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.

1

Eaton Vance Tax-Managed Growth Fund 1.0 as of June 30, 2006

FUND PERFORMANCE

Performance

Average Annual Total Returns (at net asset value)

One Year	9.40	%
Five Years	2.58	%
Ten Years	9.09	%
Life of Fund (3/29/66)	10.13	%

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.

Common Stock Investments by Sector*

By net assets

Ten Largest Common Stock Holdings*

By net assets

General Electric Co.	2.25	%
Exxon Mobil Corp.	2.19
ConcocoPhillips	2.14
Procter and Gamble Co.	2.12
Pepsico Inc.	1.95
BP PLC – ADR	1.85
American International Group	1.77
Amgen Inc.	1.49
Deere & Co.	1.48
FedEx Corp.	1.38

*Portfolio information may not be representative of the Portfolio’s current or future investments and may change due to active management. Ten Largest Holdings represented 18.62% of Portfolio net assets as of June 30, 2006.

2

“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, 2006)

Returns at Net Asset Value (NAV)

	One Year		Five Years		Ten Years
Return Before Taxes	9.40	%	2.58	%	9.09	%
Return After Taxes on Distributions	9.07	%	2.28	%	8.81	%
Return After Taxes on Distributions and Sale of Fund Shares	6.40	%	2.13	%	8.00	%

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.

The Fund commenced operations on 3/29/66.

After-tax returns are calculated using the highest historical individual federal income tax rate and do not reflect the impact of state and local taxes. Actual after-tax returns depend on a shareholder’s tax situation and may differ from those shown. After-tax returns are not relevant for 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 that period because no distributions were paid during that period orbecause the taxable portion of distributions made during the period was insignificant. Also, Return After Taxes on Distributions and Sale of Fund Shares for a period may be greater than Return After Taxes on Distributions for the same period because of realized losses on the sale of Fund shares.

3

Eaton Vance Tax-Managed Growth Fund 1.0 as of June 30, 2006

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, 2006 – June 30, 2006).

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 have been higher.

Eaton Vance Tax-Managed Growth Fund 1.0

	Beginning Account Value (1/1/06)		Ending Account Value (6/30/06)		Expenses Paid During Period* (1/1/06 – 6/30/06)
Actual	$	1,000.00	$	1,029.20	$	2.31
Hypothetical
(5% return per year before expenses)	$	1,000.00	$	1,022.50	$	2.31

* Expenses are equal to the Fund's annualized expense ratio of 0.46% 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, 2005. The Example reflects the expenses of both the Fund and the Portfolio.

4

Eaton Vance Tax-Managed Growth Fund 1.0 as of June 30, 2006

FINANCIAL STATEMENTS (Unaudited)

Statement of Assets and Liabilities

As of June 30, 2006

Assets
Investment in Tax-Managed Growth Portfolio, at value (identified cost, $65,704,335)	$	973,446,951
Total assets	$	973,446,951
Liabilities
Payable for Fund shares redeemed	$	462,040
Payable to affiliate for Trustees' fees		648
Accrued expenses		29,404
Total liabilities	$	492,092
Net Assets for 1,738,542 shares of beneficial interest outstanding	$	972,954,859
Sources of Net Assets
Paid-in capital	$	71,839,345
Accumulated net realized gain from Portfolio (computed on the basis of identified cost)		11,436,678
Accumulated undistributed net investment income		1,445,392
Accumulated federal tax on undistributed net realized long-term capital gain, paid on behalf of the shareholders		(19,509,172	)
Net unrealized appreciation from Portfolio (computed on the basis of identified cost)		907,742,616
Total	$	972,954,859
Net Asset Value and Redemption Price Per Share
($972,954,859 ÷ 1,738,542 shares of beneficial interest outstanding)	$	559.64

Statement of Operations

For the Six Months Ended
June 30, 2006

Investment Income
Dividends allocated from Portfolio (net of foreign taxes, $154,151)	$	9,024,602
Interest allocated from Portfolio		101,940
Security lending income allocated from Portfolio, net		13,947
Expenses allocated from Portfolio		(2,209,380	)
Net investment income from Portfolio	$	6,931,109
Expenses
Trustees' fees and expenses	$	1,629
Custodian fee		18,794
Transfer and dividend disbursing agent fees		15,319
Legal and accounting services		12,837
Printing and postage		5,973
Miscellaneous		5,238
Total expenses	$	59,790
Net investment income	$	6,871,319
Realized and Unrealized Gain (Loss) from Portfolio
Net realized gain (loss) — Investment transactions (identified cost basis)	$	23,550,067
Foreign currency transactions		(530	)
Net realized gain	$	23,549,537
Change in unrealized appreciation (depreciation) — Investments (identified cost basis)	$	(1,407,416	)
Foreign currency		6,330
Net change in unrealized appreciation (depreciation)	$	(1,401,086	)
Net realized and unrealized gain	$	22,148,451
Net increase in net assets from operations	$	29,019,770

See notes to financial statements

5

Eaton Vance Tax-Managed Growth Fund 1.0 as of June 30, 2006

FINANCIAL STATEMENTS CONT'D

Statements of Changes in Net Assets

Increase (Decrease) in Net Assets	Six Months Ended June 30, 2006 (Unaudited)			Year Ended December 31, 2005
From operations — Net investment income	$	6,871,319		$	12,135,866
Net realized gain (loss) from investment transactions,   securities sold short and foreign   currency transactions		23,549,537			(39,047,343	)
Net change in unrealized appreciation (depreciation) of   investments, securities sold short   and foreign currency		(1,401,086	)		71,612,393
Net increase in net assets from operations	$	29,019,770		$	44,700,916
Distributions to shareholders — From net investment income	$	(5,609,214	)	$	(11,933,965	)
From net realized gain on investment transactions		—			(3,401,078	)
Total distributions to shareholders	$	(5,609,214	)	$	(15,335,043	)
Transactions in shares of beneficial interest — Net asset value of shares issued to shareholders in payment of   distributions declared	$	1,508,037		$	4,352,380
Cost of shares redeemed		(44,814,715	)		(44,505,867	)
Net decrease in net assets from Fund share transactions	$	(43,306,678	)	$	(40,153,487	)
Net decrease in net assets	$	(19,896,122	)	$	(10,787,614	)
Net Assets
At beginning of period	$	992,850,981		$	1,003,638,595
At end of period	$	972,954,859		$	992,850,981
Accumulated undistributed net investment income included in net assets
At end of period	$	1,445,392		$	183,287

See notes to financial statements

6

Eaton Vance Tax-Managed Growth Fund 1.0 as of June 30, 2006

FINANCIAL STATEMENTS CONT'D

Financial Highlights

	Six Months Ended June 30, 2006			Year Ended December 31,
	(Unaudited)			2005			2004			2003			2002			2001
Net asset value — Beginning of period	$	546.870		$	530.770		$	493.870		$	410.040		$	514.030		$	572.920
Income (loss) from operations
Net investment income	$	3.930		$	6.586		$	5.964		$	4.627		$	3.840		$	3.292
Net realized and unrealized gain (loss)		12.040			17.864			41.533			92.657			(104.030	)		(58.932	)
Total income (loss) from operations	$	15.970		$	24.450		$	47.497		$	97.284		$	(100.190	)	$	(55.640	)
Less distributions
From net investment income	$	(3.200	)	$	(6.475	)	$	(5.950	)	$	(4.550	)	$	(3.800	)	$	(3.250	)
From net realized gain		—			(1.875	)		(4.647	)		(8.904	)		—			—
Total distributions	$	(3.200	)	$	(8.350	)	$	(10.597	)	$	(13.454	)	$	(3.800	)	$	(3.250	)
Net asset value — End of period	$	559.640		$	546.870		$	530.770		$	493.870		$	410.040		$	514.030
Total Return(1)		2.92	%		4.64	%		9.68	%		23.86	%		(19.54	)%		(9.71	)%
Ratios/Supplemental Data
Net assets, end of period (000's omitted)	$	972,955		$	992,851		$	1,003,639		$	979,183		$	863,009		$	1,138,791
Ratios (As a percentage of average daily net assets):
Expenses before custodian fee reduction(2)		0.46	%(3)		0.46	%†		0.46	%†		0.47	%		0.47	%		0.46	%
Expenses after custodian fee reduction(2)		0.46	%(3)		0.46	%†		0.46	%†		0.47	%		0.47	%		0.46	%
Net investment income		1.39	%(3)		1.24	%†		1.17	%†		1.04	%		0.83	%		0.63	%
Portfolio Turnover of the Portfolio(4)		1	%		0	%(5)		3	%		15	%		23	%		18	%

^†  The operating expenses of the Portfolio reflect a reduction of the investment adviser fee. Had such action not been taken, the ratios and net investment income per share would have changed by less than 0.005% and $0.0005, respectively.

⁽¹⁾  Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested. Total return is not computed on an annualized basis.

⁽²⁾  Includes the Fund's share of the Portfolio's allocated expenses.

⁽³⁾  Annualized.

⁽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 of securities was 3%, 6%, 10%, 21%, 30%, and 20% for the six months ended June 30, 2006 and the five preceding calendar years.

⁽⁵⁾  Amounts to less than 1%.

See notes to financial statements

7

Eaton Vance Tax-Managed Growth Fund 1.0 as of June 30, 2006

NOTES TO FINANCIAL STATEMENTS (Unaudited)

1  Significant 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 an entity of the type commonly known as a Massachusetts business trust and is registered under the Investment Company Act of 1940, as amended, as an open-end management investment company. The Fund invests all of its investable assets in interests of Tax-Managed Growth Portfolio (the Portfolio), a New York trust, having the same investment objective 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 (5.2% at June 30, 2006). 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 consistently followed by the Fund in the preparation of its financial statements. The policies are in conformity with accounting principles generally accepted in the United States of America.

A  Investment 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.

B  Income — 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.

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

D  Federal Taxes — The Fund's policy is to comply with the provisions of the Internal Revenue Code applicable to regulated investment companies and to distribute to shareholders, each year, substantially all of its net investment income and all or substantially all of its net realized capital gains. Accordingly, no provision for federal income or excise tax is necessary. At December 31, 2005, the Fund, for federal income tax purposes, had a capital loss carryover of $395,235 which will reduce taxable income arising from future net realized gains on investments, 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 carryover will expire on December 31, 2013. 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. Provision for such tax is recorded on the Fund's records on the last business day of the Fund's fiscal year because the Internal Revenue Code provides that such tax is allocated among shareholders of record on that date.

E  Expense Reduction — Investors Bank & Trust Company (IBT) serves as custodian of the Fund. Pursuant to the custodian agreement, IBT receives a fee reduced by credits which are determined based on the average daily cash balance the Fund maintains with IBT. All credit balances used to reduce the Fund's custodian fees are reported as a reduction of expenses in the Statement of Operations. For the six months ended June 30, 2006, there were no credit balances used to reduce the Fund's custodian fee.

F  Indemnifications — Under the Trust's organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the Fund, and shareholders are indemnified against personal liability for the obligations of the Trust. Additionally, in the normal course of business, the Fund enters into agreements with service providers that may contain indemnification clauses. The Fund's maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred.

G  Other — Investment transactions are accounted for on the date the securities are purchased or sold. Dividends to shareholders are recorded on the ex-dividend date.

H  Use of Estimates — The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expense during the reporting period. Actual results could differ from those estimates.

I  Interim Financial Statements — The interim financial statements relating to June 30, 2006 and for the six months then ended have not been audited by an

8

Eaton Vance Tax-Managed Growth Fund 1.0 as of June 30, 2006

NOTES TO FINANCIAL STATEMENTS (Unaudited)CONT'D

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.

2  Distributions to Shareholders

The Fund's policy is to distribute all or substantially all of the net investment income allocated by the Portfolio to the Fund (less the Fund's direct expenses) and to distribute all or substantially all of its net realized capital gains (reduced by any available capital loss carryforwards from prior years) allocated by the Portfolio to the Fund, if any. Distributions are paid in the form of additional shares of the Fund or, at the election of the shareholder, in cash. Shareholders may reinvest all distributions in additional shares of the Fund at net asset value as of the close of business on the ex-dividend date. 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 di fferences between book and tax accounting relating to distributions are re-classified to paid-in capital.

3  Shares of Beneficial Interest

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

	Six Months Ended June 30, 2006 (Unaudited)			Year Ended December 31, 2005
Issued to shareholders electing to receive payments of distributions in Fund shares		2,715			8,074
Redemptions		(79,702	)		(83,456	)
Net decrease		(76,987	)		(75,382	)

4  Investment Transactions

Decreases in the Fund's investment in the Portfolio aggregated $48,857,231 for the six months ended June 30, 2006.

5  Transactions with Affiliates

Eaton Vance Management (EVM) serves as the administrator of 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 an aggregate fee based upon the actual expenses incurred by EVM in the performance of those services. For the six months ended June 30, 2006, EVM received $1,521 in sub-transfer agent fees.

Except for Trustees of the Fund and the Portfolio who are not members of EVM's or BMR's organization, officers and Trustees receive remuneration for their services to the Fund out of the investment adviser fee earned by BMR. Trustees of the Fund who are not affiliated with EVM or BMR may elect to defer receipt of all or a percentage of these annual fees in accordance with terms of the Trustees Deferred Compensation Plan. For the six months ended June 30, 2006, no significant amounts have been deferred.

Certain officers and Trustees of the Fund are officers of the above organizations.

6  Recently Issued Accounting Pronouncements

In June 2006, the Financial Accounting Standards Board (FASB) issued FASB Interpretation No. 48, (FIN 48) "Accounting for Uncertainty in Income Taxes — an interpretation of FASB Statement No. 109". FIN 48 clarifies the accounting for uncertainty in income taxes recognized in accordance with FASB Statement No. 109, "Accounting for Income Taxes." This interpretation prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. It also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006. The Fund is currently evaluating the impact of applying the various provisions of FIN 48.

9

Tax-Managed Growth Portfolio as of June 30, 2006

PORTFOLIO OF INVESTMENTS (Unaudited)

Common Stocks — 99.4%
Security	Shares		Value
Aerospace & Defense — 3.4%
Boeing Company (The)		943,601	$	77,290,358
General Dynamics Corp.		1,470,000		96,226,200
Honeywell International, Inc.		294,636		11,873,831
Northrop Grumman Corp.		3,090,955		198,006,577
Raytheon Co.		345,300		15,390,021
Rockwell Collins, Inc.		129,632		7,242,540
Teledyne Technologies, Inc.(1)		2		66
United Technologies Corp.		3,660,728		232,163,370
			$	638,192,963
Air Freight & Logistics — 3.3%
C.H. Robinson Worldwide, Inc.		2,079,011	$	110,811,286
FedEx Corp.		2,226,609		260,201,528
United Parcel Service, Inc., Class B		3,073,050		253,004,206
			$	624,017,020
Airlines — 0.0%
Southwest Airlines Co.		386,112	$	6,320,653
			$	6,320,653
Auto Components — 0.2%
ArvinMeritor, Inc.		8,000	$	137,520
BorgWarner, Inc.		180,098		11,724,380
Delphi Corp.(1)		5,361		9,114
Johnson Controls, Inc.		213,491		17,553,230
Visteon Corp.(1)		4,426		31,911
			$	29,456,155
Automobiles — 0.1%
DaimlerChrysler AG(2)		24,284	$	1,198,658
Ford Motor Co.		83,266		577,033
General Motors Corp.		34,443		1,026,057
Harley-Davidson, Inc.		140,700		7,723,023
Honda Motor Co., Ltd. (ADR)		20,000		636,400
			$	11,161,171
Beverages — 4.4%
Anheuser-Busch Companies, Inc.		4,472,637	$	203,907,521
Brown-Forman Corp., Class A		491,438		35,285,248
Brown-Forman Corp., Class B		45,820		3,284,836

Security	Shares		Value
Beverages (continued)
Coca-Cola Co. (The)		4,293,763	$	184,717,684
Coca-Cola Enterprises, Inc.		1,506,930		30,696,164
PepsiCo, Inc.		6,143,578		368,860,423
			$	826,751,876
Biotechnology — 1.7%
Amgen, Inc.(1)		4,309,894	$	281,134,386
Applera Corp. - Celera Genomics Group(1)		16,403		212,419
Biogen Idec, Inc.(1)		211,200		9,784,896
Genzyme Corp.(1)		476,887		29,113,951
Gilead Sciences, Inc.(1)		115,482		6,831,915
Incyte Corp.(1)		14,294		65,752
Vertex Pharmaceuticals, Inc.(1)		13,000		477,230
			$	327,620,549
Building Products — 0.8%
American Standard Companies, Inc.		973,649	$	42,129,792
Masco Corp.		3,422,580		101,445,271
			$	143,575,063
Capital Markets — 4.6%
Affiliated Managers Group, Inc.(1)		20,520	$	1,782,983
Ameriprise Financial, Inc.		68,648		3,066,488
Bank of New York Co., Inc. (The)		395,848		12,746,306
Bear Stearns Companies, Inc.		88,001		12,327,180
Charles Schwab Corp. (The)		857,261		13,699,031
Credit Suisse Group(2)		155,136		8,638,053
Federated Investors, Inc.		1,599,819		50,394,298
Franklin Resources, Inc.		905,178		78,578,502
Goldman Sachs Group, Inc.		1,108,743		166,788,209
Investors Financial Services Corp.		453,428		20,358,917
Knight Capital Group, Inc., Class A(1)		1,750,000		26,652,500
Legg Mason, Inc.		45,669		4,544,979
Lehman Brothers Holdings, Inc.		192,474		12,539,681
Mellon Financial Corp.		312,387		10,755,484
Merrill Lynch & Co., Inc.		2,159,217		150,195,135
Morgan Stanley		3,101,581		196,050,935
Northern Trust Corp.		725,484		40,119,265
Nuveen Investments, Class A		150,000		6,457,500
Piper Jaffray Cos., Inc.(1)		27,967		1,711,860
Raymond James Financial, Inc.		221,005		6,689,821
State Street Corp.		150,434		8,738,711

See notes to financial statements

10

Tax-Managed Growth Portfolio as of June 30, 2006

PORTFOLIO OF INVESTMENTS (Unaudited)CONT'D

Security	Shares		Value
Capital Markets (continued)
T. Rowe Price Group, Inc.		327,296	$	12,375,062
UBS AG(2)		83,392		9,148,102
Waddell & Reed Financial, Inc., Class A		273,635		5,625,936
			$	859,984,938
Chemicals — 0.9%
Airgas, Inc.		105,098	$	3,914,900
Arch Chemicals, Inc.		4,950		178,447
Arkema (ADR)(1)		20,000		780,238
Ashland, Inc.		69,323		4,623,844
Dow Chemical Co. (The)		248,813		9,711,171
E.I. du Pont de Nemours and Co.		1,003,424		41,742,438
Ecolab, Inc.		407,411		16,532,738
MacDermid, Inc.		61,937		1,783,786
Monsanto Co.		19,181		1,614,848
Olin Corp.		9,900		177,507
PPG Industries, Inc.		27,142		1,791,372
Rohm and Haas Co.		2,601		130,362
Sigma-Aldrich Corp.		630,897		45,828,358
Solutia, Inc.(1)		11,510		5,179
Tronox, Inc., Class B		53,903		709,903
Valspar Corp. (The)		1,220,234		32,226,380
			$	161,751,471
Commercial Banks — 9.0%
AmSouth Bancorporation		463,451	$	12,258,279
Associated Banc-Corp.		991,726		31,269,121
Bank of America Corp.		4,851,279		233,346,520
Bank of Hawaii Corp.		69,735		3,458,856
Bank of Montreal(2)		256,647		13,838,406
BB&T Corp.		1,777,852		73,940,865
City National Corp.		184,221		11,990,945
Colonial BancGroup, Inc. (The)		253,936		6,521,076
Comerica, Inc.		333,089		17,317,297
Commerce Bancshares, Inc.		162,911		8,153,696
Compass Bancshares, Inc.		144,850		8,053,660
Fifth Third Bancorp		2,374,476		87,736,888
First Citizens BancShares, Inc., Class A		30,600		6,135,300
First Financial Bancorp.		47,933		714,681
First Horizon National Corp.		150,590		6,053,718
First Midwest Bancorp, Inc.		523,358		19,406,115
HSBC Holdings PLC (Hungary) (ADR)		220,592		3,879,868

Security	Shares		Value
Commercial Banks (continued)
HSBC Holdings PLC (UK) (ADR)		581,982	$	51,418,110
Huntington Bancshares, Inc.		630,239		14,861,036
KeyCorp		654,062		23,336,932
M&T Bank Corp.		81,635		9,626,399
Marshall & Ilsley Corp.		563,312		25,765,891
National City Corp.		1,512,389		54,733,358
North Fork Bancorp, Inc.		1,865,892		56,293,962
PNC Financial Services Group, Inc.		169,560		11,898,025
Popular, Inc.(2)		1,432		27,494
Regions Financial Corp.		1,677,448		55,557,078
Royal Bank of Canada(2)		575,461		23,421,263
Royal Bank of Scotland Group PLC(2)		50,837		1,669,033
S&T Bancorp, Inc.		95,458		3,172,069
Societe Generale(2)		1,388,332		203,779,753
SunTrust Banks, Inc.		1,388,898		105,917,361
Synovus Financial Corp.		1,369,351		36,671,220
TCF Financial Corp.		72,500		1,917,625
Toronto Dominion Bank (The)(2)		17,915		909,545
Trustmark Corp.		205,425		6,362,012
U.S. Bancorp		4,882,833		150,781,883
Valley National Bancorp.		109,831		2,823,755
Wachovia Corp.		2,104,354		113,803,464
Wells Fargo & Co.		2,115,660		141,918,473
Westamerica Bancorporation		262,756		12,867,161
Whitney Holding Corp.		217,119		7,679,481
Zions Bancorporation		442,039		34,452,520
			$	1,695,740,194
Commercial Services & Supplies — 1.2%
Acco Brands Corp.(1)		23,653	$	518,001
Allied Waste Industries, Inc.(1)		1,240,437		14,091,364
Avery Dennison Corp.		573,334		33,287,772
Banta Corp.		6,167		285,717
CBIZ, Inc.(1)		185,000		1,370,850
Cendant Corp.		641,119		10,443,829
Cintas Corp.		1,418,435		56,396,976
Consolidated Graphics, Inc.(1)		70,215		3,655,393
Deluxe Corp.		12,800		223,744
Donnelley (R.R.) & Sons Co.		60,262		1,925,371
Equifax, Inc.		80,000		2,747,200
Herman Miller, Inc.		541,800		13,962,186
HNI Corp.		1,003,490		45,508,272
Hudson Highland Group, Inc.(1)		10,262		110,727

See notes to financial statements

11

Tax-Managed Growth Portfolio as of June 30, 2006

PORTFOLIO OF INVESTMENTS (Unaudited)CONT'D

Security	Shares		Value
Commercial Services & Supplies (continued)
Ikon Office Solutions, Inc.		39,622	$	499,237
Manpower, Inc.		1,536		99,226
Monster Worldwide, Inc.(1)		45,208		1,928,573
PHH Corp.(1)		27,409		754,844
Pitney Bowes, Inc.		22,857		943,994
School Specialty, Inc.(1)		49,197		1,566,924
Steelcase, Inc., Class A		123,000		2,023,350
Waste Management, Inc.		702,581		25,208,606
			$	217,552,156
Communications Equipment — 1.6%
3Com Corp.(1)		506,478	$	2,593,167
ADC Telecommunications, Inc.(1)		41,693		702,944
Alcatel SA (ADR)(1)		43,728		551,410
Avaya, Inc.(1)		27,533		314,427
Ciena Corp.(1)		375,431		1,805,823
Cisco Systems, Inc.(1)		6,030,375		117,773,224
Comverse Technology, Inc.(1)		165,755		3,276,976
Corning, Inc.(1)		3,625,022		87,689,282
Dycom Industries, Inc.(1)		64,732		1,378,144
Juniper Networks, Inc.(1)		35,691		570,699
Lucent Technologies, Inc.(1)		233,156		564,238
Motorola, Inc.		1,272,023		25,631,263
Nokia Oyj (ADR)		2,042,478		41,380,604
Nortel Networks Corp.(1)(2)		725,440		1,624,986
QUALCOMM, Inc.		427,420		17,126,719
Riverstone Networks, Inc.(1)(3)		28,706		287
Tellabs, Inc.(1)		106,674		1,419,831
			$	304,404,024
Computer Peripherals — 2.2%
Dell, Inc.(1)		4,367,715	$	106,615,923
EMC Corp.(1)		2,761,568		30,294,401
Gateway, Inc.(1)		67,156		127,596
Hewlett-Packard Co.		886,251		28,076,432
International Business Machines Corp.		1,710,962		131,436,101
Lexmark International, Inc., Class A(1)		1,714,509		95,721,037
McDATA Corp., Class A(1)		17,901		73,036
Network Appliance, Inc.(1)		422,361		14,909,343
Palm, Inc.(1)		129,612		2,086,753
Sun Microsystems, Inc.(1)		319,180		1,324,597
			$	410,665,219

Security	Shares		Value
Construction & Engineering — 0.1%
Jacobs Engineering Group, Inc.(1)		157,319	$	12,528,885
			$	12,528,885
Construction Materials — 0.1%
CRH PLC(2)		207,894	$	6,771,413
Vulcan Materials Co.		206,614		16,115,892
			$	22,887,305
Consumer Finance — 1.0%
American Express Co.		589,015	$	31,347,378
Capital One Financial Corp.		1,382,577		118,141,205
SLM Corp.		916,399		48,495,835
			$	197,984,418
Containers & Packaging — 0.1%
Bemis Co., Inc.		295,186	$	9,038,595
Caraustar Industries, Inc.(1)		15,706		141,354
Sealed Air Corp.		37,014		1,927,689
Sonoco Products Co.		137,363		4,347,539
Temple-Inland, Inc.		115,924		4,969,662
			$	20,424,839
Distributors — 0.0%
Genuine Parts Co.		220,115	$	9,169,991
			$	9,169,991
Diversified Consumer Services — 0.4%
Apollo Group, Inc., Class A(1)		33,243	$	1,717,666
H&R Block, Inc.		1,575,244		37,585,322
Laureate Education, Inc.(1)		492,688		21,003,289
Service Corp. International		127,389		1,036,946
ServiceMaster Co. (The)		1,156,537		11,947,027
Stewart Enterprises, Inc.		114,000		655,500
			$	73,945,750
Diversified Financial Services — 2.0%
Citigroup, Inc.		4,362,423	$	210,443,286
FINOVA Group, Inc. (The)(1)		175,587		19,315
ING Groep N.V. (ADR)		257,281		10,116,289
JPMorgan Chase & Co.		3,173,511		133,287,462
Moody's Corp.		295,397		16,087,321
			$	369,953,673

See notes to financial statements

12

Tax-Managed Growth Portfolio as of June 30, 2006

PORTFOLIO OF INVESTMENTS (Unaudited)CONT'D

Security	Shares		Value
Diversified Telecommunication Services — 1.1%
AT&T, Inc.		1,225,119	$	34,168,569
BCE, Inc.(2)(4)		2,900,000		68,585,000
BellSouth Corp.		159,718		5,781,792
Cincinnati Bell, Inc.(1)		169,013		692,953
Citizens Communications Co.		12,231		159,615
Deutsche Telekom AG (ADR)		1,906,790		30,584,912
Embarq Corp.(1)		16,420		673,056
McLeod USA, Inc., Class A(1)(3)		947		0
Qwest Communications International, Inc.(1)		38,011		307,509
RSL Communications, Ltd., Class A(1)(2)(3)		247,161		0
Telefonos de Mexico SA de CV (ADR)		2,883,026		60,053,432
Verizon Communications, Inc.		459,832		15,399,774
			$	216,406,612
Electric Utilities — 0.3%
American Electric Power Co., Inc.		960	$	32,880
Exelon Corp.		1,002,600		56,977,758
Southern Co. (The)		65,985		2,114,819
			$	59,125,457
Electrical Equipment — 0.7%
American Power Conversion Corp.		30,856	$	601,383
Baldor Electric Co.		149,060		4,664,087
Emerson Electric Co.		1,142,367		95,741,778
Rockwell Automation, Inc.		192,638		13,871,862
Roper Industries, Inc.		46,244		2,161,907
Thomas & Betts Corp.(1)		114,600		5,878,980
			$	122,919,997
Electronic Equipment & Instruments — 0.6%
Agilent Technologies, Inc.(1)		449,578	$	14,188,682
Arrow Electronics, Inc.(1)		8,750		281,750
Flextronics International, Ltd.(1)(2)		441,607		4,689,866
Jabil Circuit, Inc.		2,127,971		54,476,058
National Instruments Corp.		735,687		20,157,824
Plexus Corp.(1)		149,141		5,102,114
Sanmina-SCI Corp.(1)		581,746		2,676,032
Solectron Corp.(1)		1,707,596		5,839,978
			$	107,412,304

Security	Shares		Value
Energy Equipment & Services — 0.9%
Baker Hughes, Inc.		191,387	$	15,665,026
Core Laboratories N.V.(1)(2)		11,132		679,497
GlobalSantaFe Corp.		20,000		1,155,000
Grant Prideco, Inc.(1)		11,694		523,307
Halliburton Co.		626,533		46,495,014
National-Oilwell Varco, Inc.(1)		217,306		13,759,816
Schlumberger, Ltd.		1,155,075		75,206,933
Smith International, Inc.		191,739		8,526,633
Transocean, Inc.(1)		103,602		8,321,313
			$	170,332,539
Food & Staples Retailing — 1.7%
Casey's General Stores, Inc.		12,551	$	313,901
Costco Wholesale Corp.		928,292		53,033,322
CVS Corp.		265,636		8,155,025
Kroger Co. (The)		1,346,242		29,428,850
Safeway, Inc.		1,158,040		30,109,040
SUPERVALU, Inc.		98,710		3,030,397
Sysco Corp.		2,187,368		66,845,966
Walgreen Co.		876,454		39,300,197
Wal-Mart Stores, Inc.		1,874,988		90,318,172
Winn-Dixie Stores, Inc.(1)		137,447		10,171
			$	320,545,041
Food Products — 2.7%
Archer-Daniels-Midland Co.		1,376,641	$	56,827,740
Campbell Soup Co.		1,285,448		47,702,975
ConAgra Foods, Inc.		989,900		21,886,689
Dean Foods Co.(1)		286,449		10,653,038
Del Monte Foods Co.		99,492		1,117,295
General Mills, Inc.		137,249		7,090,283
H.J. Heinz Co.		299,708		12,353,964
Hershey Co. (The)		504,520		27,783,916
J.M. Smucker Co. (The)		7,252		324,164
Kellogg Co.		54,076		2,618,901
Kraft Foods, Inc.		465		14,369
Nestle SA(2)		275,000		86,042,984
Sara Lee Corp.		4,517,526		72,370,767
Smithfield Foods, Inc.(1)		3,650,830		105,253,429
TreeHouse Foods, Inc.(1)		64,797		1,548,000
Tyson Foods, Inc., Class A		265,272		3,941,942
Wm. Wrigley Jr. Co.		1,019,842		46,260,033
			$	503,790,489

See notes to financial statements

13

Tax-Managed Growth Portfolio as of June 30, 2006

PORTFOLIO OF INVESTMENTS (Unaudited)CONT'D

Security	Shares		Value
Gas Utilities — 0.0%
National Fuel Gas Co.		4,000	$	140,560
			$	140,560
Health Care Equipment & Supplies — 0.9%
Advanced Medical Optics, Inc.(1)		31,158	$	1,579,711
Bausch & Lomb, Inc.		29,250		1,434,420
Baxter International, Inc.		223,395		8,212,000
Becton, Dickinson and Co.		64,173		3,922,895
Biomet, Inc.		419,890		13,138,358
Boston Scientific Corp.(1)		1,138,837		19,178,015
DENTSPLY International, Inc.		6,927		419,776
Edwards Lifesciences Corp.(1)		6,710		304,835
Hillenbrand Industries, Inc.		272,751		13,228,424
Hospira, Inc.(1)		123,897		5,320,137
Medtronic, Inc.		1,839,004		86,286,068
Medtronic, Inc.(3)(5)		7,500		351,416
St. Jude Medical, Inc.(1)		80,063		2,595,642
Steris Corp.		718		16,413
Stryker Corp.		71,556		3,013,223
Zimmer Holdings, Inc.(1)		318,174		18,046,829
			$	177,048,162
Health Care Providers & Services — 1.9%
AmerisourceBergen Corp.		348,354	$	14,603,000
Cardinal Health, Inc.		1,745,716		112,301,910
Caremark Rx, Inc.		1,087,504		54,233,824
CIGNA Corp.		11,836		1,165,964
Express Scripts, Inc.(1)		53,316		3,824,890
HCA, Inc.		140		6,041
Health Management Associates, Inc., Class A		124,425		2,452,417
Henry Schein, Inc.(1)		1,650,260		77,116,650
inVentiv Health, Inc.(1)		13,170		379,033
McKesson Corp.		2,631		124,394
Medco Health Solutions, Inc.(1)		181,274		10,383,375
Sunrise Senior Living, Inc.(1)		170,294		4,708,629
Tenet Healthcare Corp.(1)		3,478		24,276
UnitedHealth Group, Inc.		430,366		19,271,789
WellPoint, Inc.(1)		809,292		58,892,179
			$	359,488,371
Health Care Technology — 0.0%
IMS Health, Inc.		203,192	$	5,455,705
			$	5,455,705

Security	Shares		Value
Hotels, Restaurants & Leisure — 1.6%
Bob Evans Farms, Inc.		49,985	$	1,500,050
Brinker International, Inc.		162,499		5,898,714
Carnival Corp.(2)		545,997		22,789,915
CBRL Group, Inc.		9,540		323,597
Darden Restaurants, Inc.		184,714		7,277,732
Gaylord Entertainment Co.(1)		428,482		18,698,954
International Game Technology		400,000		15,176,000
International Speedway Corp., Class A		118,344		5,487,611
Jack in the Box, Inc.(1)		377,394		14,793,845
Lone Star Steakhouse & Saloon, Inc.		145,981		3,829,082
Marriott International, Inc., Class A		371,532		14,162,800
McDonald's Corp.		911,349		30,621,326
MGM MIRAGE(1)		188,890		7,706,712
Navigant International, Inc.(1)		38,258		613,276
OSI Restaurant Partners, Inc.		1,145,288		39,626,965
Papa John's International, Inc.(1)		374,887		12,446,248
Royal Caribbean Cruises, Ltd.(2)		126,507		4,838,893
Sonic Corp.(1)		239,647		4,982,261
Starbucks Corp.(1)		2,301,423		86,901,732
Yum! Brands, Inc.		236,243		11,875,936
			$	309,551,649
Household Durables — 0.5%
Blyth, Inc.		599,694	$	11,070,351
D.R. Horton, Inc.		625,255		14,893,574
Fortune Brands, Inc.		118,792		8,435,420
Helen of Troy, Ltd.(1)(2)		20,000		368,000
Interface, Inc., Class A(1)		38,788		444,123
Leggett & Platt, Inc.		1,796,864		44,885,663
Lenox Group, Inc.(1)		5,455		38,676
Newell Rubbermaid, Inc.		350,718		9,059,046
Snap-On, Inc.		15,102		610,423
			$	89,805,276
Household Products — 2.8%
Clorox Co. (The)		14,873	$	906,807
Colgate-Palmolive Co.		703,056		42,113,054
Energizer Holdings, Inc.(1)		168,981		9,897,217
Kimberly-Clark Corp.		1,378,330		85,042,961
Procter & Gamble Co. (The)		7,189,345		399,727,582
			$	537,687,621

See notes to financial statements

14

Tax-Managed Growth Portfolio as of June 30, 2006

PORTFOLIO OF INVESTMENTS (Unaudited)CONT'D

Security	Shares		Value
Independent Power Producers & Energy Traders — 0.1%
AES Corp. (The)(1)		40,339	$	744,255
Dynegy, Inc., Class A(1)		22,688		124,103
TXU Corp.		278,284		16,638,600
			$	17,506,958
Industrial Conglomerates — 2.8%
3M Co.		908,407	$	73,372,033
General Electric Co.		12,907,963		425,446,461
Teleflex, Inc.		23,700		1,280,274
Tyco International, Ltd.(2)		1,143,060		31,434,150
			$	531,532,918
Insurance — 5.4%
21st Century Insurance Group		70,700	$	1,018,080
Aegon, N.V. (ADR)		5,182,849		88,471,232
AFLAC, Inc.		2,196,373		101,801,889
Allstate Corp. (The)		189,192		10,354,478
American International Group, Inc.		5,653,829		333,858,603
AON Corp.		527,752		18,376,325
Arthur J. Gallagher & Co.		557,196		14,119,347
Berkshire Hathaway, Inc., Class A(1)		631		57,836,829
Berkshire Hathaway, Inc., Class B(1)		40,327		122,715,061
Chubb Corp. (The)		32,198		1,606,680
Commerce Group, Inc. (The)		240,000		7,089,600
Hartford Financial Services Group, Inc. (The)		45,700		3,866,220
Lincoln National Corp.		209,459		11,821,866
Manulife Financial Corp.(2)		149,916		4,762,831
Marsh & McLennan Cos., Inc.		481,975		12,960,308
MetLife, Inc.		1,281,685		65,635,089
Old Republic International Corp.		300,685		6,425,638
Principal Financial Group, Inc.		113,328		6,306,703
Progressive Corp. (The)(3)(5)		37,880		973,408
Progressive Corp. (The)		3,792,592		97,507,540
SAFECO Corp.		161,000		9,072,350
St. Paul Travelers Cos., Inc. (The)		347,155		15,476,170
Torchmark Corp.		322,193		19,563,559
UnumProvident Corp.		53,710		973,762
XL Capital Ltd., Class A(2)		187,100		11,469,230
			$	1,024,062,798

Security	Shares		Value
Internet & Catalog Retail — 0.1%
Amazon.com, Inc.(1)		42,476	$	1,642,972
Expedia, Inc.(1)		403,096		6,034,347
IAC/InterActiveCorp(1)		403,096		10,678,013
Liberty Media Holding Corp.-Interactive, Class A(1)		328,260		5,665,768
Liberty Media Holding Corp.-Interactive, Class B(1)		8,219		139,928
			$	24,161,028
Internet Software & Services — 0.3%
eBay, Inc.(1)		1,257,244	$	36,824,677
Google, Inc., Class A(1)		56,634		23,748,335
			$	60,573,012
IT Services — 2.4%
Accenture Ltd., Class A(2)		2,738,000	$	77,540,160
Acxiom Corp.		616,809		15,420,225
Affiliated Computer Services, Inc.(1)		183,730		9,482,305
Automatic Data Processing, Inc.		1,557,757		70,644,280
BISYS Group, Inc. (The)(1)		65,000		890,500
Ceridian Corp.(1)		26,632		650,886
Computer Sciences Corp.(1)		226,702		10,981,445
CSG Systems International, Inc.(1)		25,200		623,448
DST Systems, Inc.(1)		72,199		4,295,841
eFunds Corp.(1)		1		22
Electronic Data Systems Corp.		1,252		30,123
Fidelity National Information Services, Inc.		42,862		1,517,315
First Data Corp.		3,495,759		157,448,985
Fiserv, Inc.(1)		832,355		37,755,623
Gartner, Inc.(1)		30,576		434,179
Paychex, Inc.		1,597,890		62,285,752
Perot Systems Corp.(1)		677,559		9,811,054
Safeguard Scientifics, Inc.(1)		26,579		57,411
			$	459,869,554
Leisure Equipment & Products — 0.0%
Eastman Kodak Co.		90,761	$	2,158,297
Mattel, Inc.		30,514		503,786
			$	2,662,083
Life Sciences Tools & Services — 0.2%
Dionex Corp.(1)		37,300	$	2,038,818
Invitrogen Corp.(1)		429,910		28,404,154
PAREXEL International Corp.(1)		25,837		745,397

See notes to financial statements

15

Tax-Managed Growth Portfolio as of June 30, 2006

PORTFOLIO OF INVESTMENTS (Unaudited)CONT'D

Security	Shares		Value
Life Sciences Tools & Services (continued)
PerkinElmer, Inc.		254,526	$	5,319,593
Waters Corp.(1)		165,841		7,363,340
			$	43,871,302
Machinery — 3.5%
Caterpillar, Inc.		178,612	$	13,303,022
Danaher Corp.		4,031,970		259,336,310
Deere & Co.		3,350,000		279,691,500
Donaldson Co., Inc.		77,792		2,634,815
Dover Corp.		367,670		18,173,928
Federal Signal Corp.		75,794		1,147,521
Illinois Tool Works, Inc.		1,625,329		77,203,128
ITT Industries, Inc.		8,428		417,186
Nordson Corp.		138,686		6,820,577
Parker Hannifin Corp.		36,115		2,802,524
Tecumseh Products Co., Class A(1)		113,414		2,177,549
Wabtec Corp.		94,504		3,534,450
			$	667,242,510
Media — 4.6%
ADVO, Inc.		750,000	$	18,457,500
Arbitron, Inc.		10,405		398,824
Belo Corp., Class A		400,660		6,250,296
Cablevision Systems Corp., Class A		4		86
Catalina Marketing Corp.		85,308		2,427,866
CBS Corp., Class A		14,887		402,842
CBS Corp., Class B		561,629		15,192,064
Clear Channel Communications, Inc.		131,283		4,063,209
Comcast Corp., Class A(1)		1,886,968		61,779,332
Comcast Corp., Class A Special(1)		2,376,348		77,896,687
Discovery Holding Co., Class A(1)		123,540		1,807,390
Discovery Holding Co., Class B(1)		3,287		47,793
E.W. Scripps Co. (The), Class A		51,066		2,202,987
EchoStar Communications Corp., Class A(1)		35,150		1,082,972
Entercom Communications Corp.		220,000		5,755,200
Gannett Co., Inc.		403,647		22,575,977
Havas SA (ADR)		3,142,938		15,840,408
Interpublic Group of Companies, Inc. (The)(1)		932,692		7,787,978
Lamar Advertising Co.(1)		241,409		13,002,289
Liberty Global, Inc., Class A(1)		46,773		1,005,620
Liberty Global, Inc., Class B(1)		1,643		36,001
Liberty Global, Inc., Class C(1)		48,416		995,917

Security	Shares		Value
Media (continued)
Liberty Media Holding Corp.-Capital, Series A(1)		65,652	$	5,499,668
Liberty Media Holding Corp.-Capital, Series B(1)		1,643		137,067
Live Nation, Inc.(1)		16,410		334,108
McClatchy Co., (The), Class A		57,801		2,318,976
McGraw-Hill Companies, Inc., (The)		482,884		24,255,263
New York Times Co. (The), Class A		300,468		7,373,485
News Corp., Class A		187,934		3,604,574
Omnicom Group, Inc.		2,322,394		206,902,081
Publicis Groupe(2)		329,132		12,709,508
Reuters Group PLC (ADR)		1,387		58,961
Time Warner, Inc.		4,118,525		71,250,483
Tribune Co.		1,670,495		54,174,153
Univision Communications, Inc., Class A(1)		401,298		13,443,483
Viacom, Inc., Class A(1)		13,791		495,786
Viacom, Inc., Class B(1)		529,573		18,979,896
Vivendi Universal SA (ADR)		330,215		11,527,806
Walt Disney Co. (The)		4,903,898		147,116,940
Washington Post Co. (The), Class B		16,470		12,846,765
Westwood One, Inc.		122,400		918,000
WPP Group PLC(2)		139,450		1,685,995
WPP Group PLC (ADR)		256,051		15,437,315
			$	870,079,551
Metals & Mining — 0.5%
Alcoa, Inc.		85,947	$	2,781,245
Allegheny Technologies, Inc.		14,885		1,030,637
Inco, Ltd.(2)		200,000		13,180,000
Nucor Corp.		843,324		45,750,327
Phelps Dodge Corp.		29,724		2,442,124
Steel Dynamics, Inc.		311,800		20,497,732
			$	85,682,065
Multiline Retail — 1.5%
99 Cents Only Stores(1)		1,142,232	$	11,947,747
Dollar General Corp.		101,456		1,418,355
Dollar Tree Stores, Inc.(1)		646,996		17,145,394
Family Dollar Stores, Inc.		2,618,411		63,967,781
Federated Department Stores, Inc.		226,767		8,299,672
J.C. Penney Company, Inc.		130,349		8,799,861
Kohl's Corp.(1)		55		3,252
Nordstrom, Inc.		131,384		4,795,516
Sears Holdings Corp.(1)		5,264		815,078
Target Corp.		3,479,699		170,052,890
			$	287,245,546

See notes to financial statements

16

Tax-Managed Growth Portfolio as of June 30, 2006

PORTFOLIO OF INVESTMENTS (Unaudited)CONT'D

Security	Shares		Value
Multi-Utilities — 0.1%
Ameren Corp.		5,000	$	252,500
Dominion Resources, Inc.		3,249		242,993
Duke Energy Corp.		417,250		12,254,633
PG&E Corp.		47,705		1,873,852
TECO Energy, Inc.		34,145		510,126
Wisconsin Energy Corp.		9,576		385,913
			$	15,520,017
Office Electronics — 0.0%
Xerox Corp.(1)		42,878	$	596,433
Zebra Technologies Corp., Class A(1)		13,500		461,160
			$	1,057,593
Oil, Gas & Consumable Fuels — 10.4%
Anadarko Petroleum Corp.		5,118,262	$	244,089,915
Apache Corp.		2,145,929		146,459,654
BP PLC (ADR)(2)		5,014,412		349,053,219
Chevron Corp.		532,231		33,030,256
ConocoPhillips		6,176,275		404,731,301
Devon Energy Corp.		1,015,400		61,340,314
El Paso Corp.		97,665		1,464,975
Exxon Mobil Corp.		6,745,733		413,850,720
Hess Corp.		56,841		3,004,047
Kerr-McGee Corp.		534,654		37,078,255
Kinder Morgan, Inc.		1,781,672		177,971,216
Marathon Oil Corp.		27,569		2,296,498
Murphy Oil Corp.		39,036		2,180,551
Newfield Exploration Co.(1)		120,000		5,872,800
Royal Dutch Shell PLC (ADR)		118,194		7,916,634
Total SA (ADR)		800,000		52,416,000
Valero Energy Corp.		206,040		13,705,781
Williams Cos., Inc. (The)		219,065		5,117,358
			$	1,961,579,494
Paper and Forest Products — 0.1%
International Paper Co.		115,997	$	3,746,703
Louisiana-Pacific Corp.		70,750		1,549,425
MeadWestvaco Corp.		45,590		1,273,329
Neenah Paper, Inc.		38,811		1,181,795
Weyerhaeuser Co.		86,820		5,404,545
			$	13,155,797

Security	Shares		Value
Personal Products — 0.4%
Avon Products, Inc.		173,400	$	5,375,400
Estee Lauder Cos., Inc., (The) Class A		1,891,521		73,145,117
			$	78,520,517
Pharmaceuticals — 6.4%
Abbott Laboratories		3,206,483	$	139,834,724
Allergan, Inc.		138,300		14,834,058
Andrx Corp.(1)		180,170		4,178,142
Bristol-Myers Squibb Co.		4,787,635		123,808,241
Elan Corp. PLC (ADR)(1)		31,838		531,695
Eli Lilly & Co.		3,880,105		214,453,403
Forest Laboratories, Inc.(1)		56,800		2,197,592
GlaxoSmithKline PLC (ADR)		435,293		24,289,349
Johnson & Johnson		3,415,847		204,677,552
King Pharmaceuticals, Inc.(1)		152,305		2,589,185
Merck & Co., Inc.		2,702,276		98,443,915
Mylan Laboratories, Inc.		27,992		559,840
Novo Nordisk A/S (ADR)		292,277		18,585,894
Pfizer, Inc.		8,771,371		205,864,077
Schering-Plough Corp.		1,946,113		37,034,530
Sepracor, Inc.(1)		4,000		228,560
Shering AG (ADR)		25,000		2,833,500
Teva Pharmaceutical Industries, Ltd. (ADR)		1,676,190		52,950,842
Watson Pharmaceuticals, Inc.(1)		650,181		15,136,214
Wyeth		882,461		39,190,093
			$	1,202,221,406
Real Estate Investment Trusts (REITs) — 0.1%
Plum Creek Timber Co., Inc.		198,791	$	7,057,081
ProLogis		126,355		6,585,623
			$	13,642,704
Real Estate Management & Development — 0.0%
Forest City Enterprises, Inc., Class A		76,146	$	3,800,447
Jones Lang LaSalle, Inc.		1,835		160,654
			$	3,961,101
Road & Rail — 0.2%
ANC Rental Corp.(1)		48,467	$	58
Burlington Northern Santa Fe Corp.		192,210		15,232,643
CSX Corp.		38,134		2,686,159
Florida East Coast Industries, Inc.		111,558		5,837,830

See notes to financial statements

17

Tax-Managed Growth Portfolio as of June 30, 2006

PORTFOLIO OF INVESTMENTS (Unaudited)CONT'D

Security	Shares		Value
Road & Rail (continued)
Heartland Express, Inc.		870,871	$	15,579,882
Kansas City Southern(1)		15,215		421,456
Norfolk Southern Corp.		3,990		212,348
Union Pacific Corp.		10,444		970,874
			$	40,941,250
Semiconductors & Semiconductor Equipment — 1.9%
Agere Systems, Inc.(1)		7,696	$	113,131
Altera Corp.(1)		32,260		566,163
Analog Devices, Inc.		568,639		18,276,057
Applied Materials, Inc.		1,010,818		16,456,117
Broadcom Corp., Class A(1)		907,048		27,256,792
Conexant Systems, Inc.(1)		134,174		335,435
Cypress Semiconductor Corp.(1)		52,742		766,869
Freescale Semiconductor, Inc., Class B(1)		94,399		2,775,331
Intel Corp.		10,517,638		199,309,240
KLA-Tencor Corp.		148,373		6,167,866
Linear Technology Corp.		395,760		13,254,002
LSI Logic Corp.(1)		132,810		1,188,650
Maxim Integrated Products, Inc.		304,351		9,772,711
Mindspeed Technologies, Inc.(1)		44,724		107,785
Skyworks Solutions, Inc.(1)		98,685		543,754
Taiwan Semiconductor Manufacturing Co., Ltd. (ADR)		936		8,595
Teradyne, Inc.(1)		25,982		361,929
Texas Instruments, Inc.		2,114,609		64,051,507
Xilinx, Inc.		58,684		1,329,193
			$	362,641,127
Software — 1.8%
Adobe Systems, Inc.(1)		482,374	$	14,644,875
CA, Inc.		38,744		796,189
Cadence Design Systems, Inc.(1)		450,000		7,717,500
Cognos, Inc.(1)(2)		77,000		2,190,650
Compuware Corp.(1)		150,944		1,011,325
Electronic Arts, Inc.(1)		21,405		921,271
Fair Isaac Corp.		387,510		14,070,488
Intuit, Inc.(1)		535,527		32,340,476
Jack Henry & Associates, Inc.		201,006		3,951,778
Microsoft Corp.		6,777,944		157,926,095
Oracle Corp.(1)		3,749,428		54,329,212
Parametric Technology Corp.(1)		37,840		480,946
Reynolds and Reynolds Co. (The), Class A		216,412		6,637,356

Security	Shares		Value
Software (continued)
SAP AG (ADR)		700,000	$	36,764,000
Symantec Corp.(1)		90,220		1,402,019
Wind River Systems, Inc.(1)		91,910		817,999
			$	336,002,179
Specialty Retail — 1.8%
Abercrombie & Fitch Co., Class A		11,225	$	622,202
AutoNation, Inc.(1)		1,071,895		22,981,429
Best Buy Co., Inc.		170,415		9,345,559
CarMax, Inc.(1)		67,797		2,404,082
Circuit City Stores, Inc.		216,000		5,879,520
Gap, Inc. (The)		540,888		9,411,451
Home Depot, Inc.		4,500,170		161,061,084
Limited Brands, Inc.		603,274		15,437,782
Lowe's Companies, Inc.		877,970		53,266,440
Office Depot, Inc.(1)		80,276		3,050,488
OfficeMax, Inc.		2,192		89,324
Payless ShoeSource, Inc.(1)		23,100		627,627
Pep Boys (The) - Manny, Moe & Jack		62,500		733,125
RadioShack Corp.		502,318		7,032,452
Sherwin-Williams Co. (The)		38,730		1,838,900
Staples, Inc.		364,587		8,866,756
TJX Companies, Inc. (The)		1,716,834		39,246,825
Too, Inc.(1)		38,284		1,469,723
			$	343,364,769
Textiles, Apparel & Luxury Goods — 0.8%
Coach, Inc.(1)		719,550	$	21,514,545
NIKE, Inc., Class B		1,529,222		123,866,982
			$	145,381,527
Thrifts & Mortgage Finance — 0.3%
Fannie Mae		335,606	$	16,142,649
Freddie Mac		147,477		8,407,664
Golden West Financial Corp.		89,168		6,616,266
MGIC Investment Corp.		95,045		6,177,925
Washington Mutual, Inc.		572,232		26,082,335
			$	63,426,839
Tobacco — 0.2%
Altria Group, Inc.		584,437	$	42,915,209
			$	42,915,209

See notes to financial statements

18

Tax-Managed Growth Portfolio as of June 30, 2006

PORTFOLIO OF INVESTMENTS (Unaudited)CONT'D

Security	Shares		Value
Trading Companies & Distributors — 0.1%
United Rentals, Inc.(1)		397,333	$	12,706,709
			$	12,706,709
Wireless Telecommunication Services — 0.6%
Alltel Corp.		1,611,407	$	102,856,109
Sprint Nextel Corp.		328,413		6,564,976
Telephone & Data Systems, Inc., Special Shares		25,844		1,005,332
Telephone and Data Systems, Inc.		25,844		1,069,942
Vodafone Group PLC (ADR)		332,062		7,072,921
			$	118,569,280
Total Common Stocks (identified cost $14,019,081,626)			$	18,773,894,939
Convertible Preferred Stocks — 0.0%
Security	Shares		Value
Independent Power Producers & Energy Traders — 0.0%
Enron Corp.(1)(3)		11,050	$	0
			$	0
Total Convertible Preferred Stocks (identified cost $16,626,069)			$	0
Preferred Stocks — 0.0%
Security	Shares		Value
Commercial Banks — 0.0%
Wachovia Corp. (Dividend Equalization Preferred Shares)(1)		166,518	$	333
			$	333
Total Preferred Stocks (identified cost $39,407)			$	333
Rights — 0.0%
Security	Shares		Value
Computer Peripherals — 0.0%
Seagate Technology, Inc. (Tax Refund Rights)(1)(3)		197,392	$	0
			$	0
Total Rights (identified cost $0)			$	0

Warrants — 0.0%
Security	Shares		Value
Communications Equipment — 0.0%
Lucent Technologies, Inc.(1)		18,106	$	4,889
			$	4,889
Total Warrants (identified cost $0)			$	4,889
Short-Term Investments — 0.8%
Security	Principal Amount (000's omitted)		Value
Eaton Vance Cash Collateral Fund, LLC, 5.19%(6)	$	72,500	$	72,500,000
Investors Bank and Trust Company Time Deposit, 5.30%, 7/3/06		360		360,000
Societe Generale Time Deposit, 5.281%, 7/3/06		87,308		87,308,000
Total Short-Term Investments (at amortized cost, $160,168,000)			$	160,168,000
Total Investments — 100.2% (identified cost $14,195,915,102)			$	18,934,068,161
Other Assets, Less Liabilities — (0.2)%			$	(45,474,880	)
Net Assets — 100.0%			$	18,888,593,281

ADR - American Depository Receipt

⁽¹⁾  Non-income producing security.

⁽²⁾  Foreign security.

⁽³⁾  Security valued at fair value using methods determined in good faith by or at the direction of the Trustees.

⁽⁴⁾  All or a portion of these securities were on loan at June 30, 2006.

⁽⁵⁾  Security subject to restrictions on resale (see Note 7).

⁽⁶⁾  Affiliated fund investing in high quality, U.S. dollar denominated money market instruments that is available only to Eaton Vance portfolios and funds. The rate shown is the annualized seven-day yield as of June 30, 2006. The amount invested therein by the Portfolio represents cash collateral received for securities on loan at June 30, 2006. Other Assets, Less Liabilities includes an equal and offsetting liability of the Portfolio to repay collateral amounts upon the return of loaned securities.

See notes to financial statements

19

Tax-Managed Growth Portfolio as of June 30, 2006

FINANCIAL STATEMENTS (Unaudited)

Statement of Assets and Liabilities

As of June 30, 2006

Assets
Investments, at value, including $68,585,000 of securities on loan (identified cost, $14,195,915,102)	$	18,934,068,161
Cash		550
Receivable for investments sold		7,483,134
Dividends and interest receivable		24,555,862
Tax reclaim receivable		2,475,774
Total assets	$	18,968,583,481
Liabilities
Collateral for securities loaned	$	72,500,000
Payable to affiliate for investment adviser fee		6,735,653
Payable to affiliate for Trustees' fees		8,542
Other accrued expenses		746,005
Total liabilities	$	79,990,200
Net Assets applicable to investors' interest in Portfolio	$	18,888,593,281
Sources of Net Assets
Net proceeds from capital contributions and withdrawals	$	14,150,364,381
Net unrealized appreciation (computed on the basis of identified cost)		4,738,228,900
Total	$	18,888,593,281

Statement of Operations

For the Six Months Ended
June 30, 2006

Investment Income
Dividends (net of foreign taxes, $3,620,967)	$	172,790,136
Interest		2,035,050
Security lending income, net		267,156
Total investment income	$	175,092,342
Expenses
Investment adviser fee	$	41,339,905
Trustees' fees and expenses		12,403
Custodian fee		1,072,622
Legal and accounting services		45,701
Miscellaneous		11,343
Total expenses	$	42,481,974
Deduct — Reduction of custodian fee	$	99
Total expense reductions	$	99
Net expenses	$	42,481,875
Net investment income	$	132,610,467
Realized and Unrealized Gain (Loss)
Net realized gain (loss) — Investment transactions (identified cost basis)	$	453,662,722
Foreign currency transactions		(10,171	)
Net realized gain	$	453,652,551
Change in unrealized appreciation (depreciation) — Investments (identified cost basis)	$	(29,926,702	)
Foreign currency		122,169
Net change in unrealized appreciation (depreciation)	$	(29,804,533	)
Net realized and unrealized gain	$	423,848,018
Net increase in net assets from operations	$	556,458,485

See notes to financial statements

20

Tax-Managed Growth Portfolio as of June 30, 2006

FINANCIAL STATEMENTS CONT'D

Statements of Changes in Net Assets

Increase (Decrease) in Net Assets	Six Months Ended June 30, 2006 (Unaudited)			Year Ended December 31, 2005
From operations — Net investment income	$	132,610,467		$	232,904,646
Net realized gain from investment transactions, securities sold short   and foreign currency transactions		453,652,551			70,889,149
Net change in unrealized appreciation (depreciation) of investments,   securities sold short and   foreign currency		(29,804,533	)		551,019,603
Net increase in net assets from operations	$	556,458,485		$	854,813,398
Capital transactions — Contributions	$	629,638,168		$	1,237,495,815
Withdrawals		(1,330,110,225	)		(2,200,844,762	)
Net decrease in net assets from capital transactions	$	(700,472,057	)	$	(963,348,947	)
Net decrease in net assets	$	(144,013,572	)	$	(108,535,549	)
Net Assets
At beginning of period	$	19,032,606,853		$	19,141,142,402
At end of period	$	18,888,593,281		$	19,032,606,853

See notes to financial statements

21

Tax-Managed Growth Portfolio as of June 30, 2006

FINANCIAL STATEMENTS CONT'D

Supplementary Data

	Six Months Ended June 30, 2006			Year Ended December 31,
	(Unaudited)			2005			2004			2003			2002			2001
Ratios/Supplemental Data
Ratios (As a percentage of average daily net assets):
Expenses before custodian fee reduction		0.45	%(1)		0.45	%†		0.45	%†		0.45	%		0.45	%		0.45	%
Expenses after custodian fee reduction		0.45	%(1)		0.45	%†		0.45	%†		0.45	%		0.45	%		0.45	%
Net investment income		1.39	%(1)		1.25	%†		1.18	%†		1.05	%		0.85	%		0.64	%
Portfolio Turnover(2)		1	%		0	%(3)		3	%		15	%		23	%		18	%
Total Return		2.97	%		4.70	%		9.67	%		23.88	%		(19.52	)%		(9.67	)%
Net assets, end of period (000's omitted)	$	18,888,593		$	19,032,607		$	19,141,142		$	17,609,589		$	14,571,522		$	18,335,865

^†  The operating expenses of the Portfolio reflect a reduction of the investment adviser fee. Had such action not been taken, the ratios would have changed by less than 0.005%.

⁽¹⁾  Annualized.

⁽²⁾  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 3%, 6%, 10%, 21%, 30%, and 20% for the six months ended June 30, 2006 and the five preceding calendar years.

⁽³⁾  Amounts to less than 1%.

See notes to financial statements

22

Tax-Managed Growth Portfolio as of June 30, 2006

NOTES TO FINANCIAL STATEMENTS (Unaudited)

1  Significant Accounting Policies

Tax-Managed Growth Portfolio (the Portfolio) is registered under the Investment Company Act of 1940, as amended, as a diversified, open-end management investment company. The Portfolio, which was organized as a trust under the laws of the State of New York on December 1, 1995, seeks to achieve long-term, after-tax returns for its interestholders through investing in a diversified portfolio of equity securities. The Declaration of Trust permits the Trustees to issue interests in the Portfolio. The following is a summary of significant accounting policies consistently followed by the Portfolio in the preparation of its financial statements. The policies are in conformity with accounting principles generally accepted in the United States of America.

A  Investment Valuations — Securities listed on a U.S. securities exchange generally are valued at the last sale price on the day of valuation or, if no sales took place on such date, at the mean between the closing bid and asked prices therefore on the exchange where such securities are principally traded. Equity securities listed on the NASDAQ National Market System generally are valued at the official NASDAQ closing price. Unlisted or listed securities for which closing sales prices or closing quotations are not available are valued at the mean between the latest available bid and asked prices or, in the case of preferred equity securities that are not listed or traded in the over-the-counter market , by an independent pricing service. Exchange-traded options are valued at the last sale price for the day of valuation as quoted on the principal exchange or board of trade on which the options are traded or, in the absence of sales on such date, at the mean between the latest bid and asked prices therefore. Futures positions on securities and currencies generally are valued at closing settlement prices. Short-term debt securities with a remaining maturity of 60 days or less are valued at amortized cost. If short-term debt securities are acquired with a remaining maturity of more than 60 days, they will be valued by a pricing service. Other fixed income and debt securities, including listed securities and securities for which price quotations are available, will normally be valued on the basis of valuations furnished by a pricing service. Foreign securities and currencies are valued in U.S. dollars, based on foreign currency exchange rate quotations supplied by an independent quotation service. The daily va luation 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. Investments held by the Portfolio for which valuations or market quotations are unavailable are valued at fair value using methods determined in good faith by or at the direction of the Trustees of the Por tfolio considering relevant factors, data and information including the market value of freely tradable securities of the same class in the principal market on which such securities are normally traded.

B  Federal Taxes — The Portfolio has elected to be treated as a partnership for federal tax purposes. No provision is made by the Portfolio for federal or state taxes on any taxable income of the Portfolio because each investor in the Portfolio is ultimately responsible for the payment of any taxes on its share of taxable income. Since at least one of the Portfolio's investors is a regulated investment company that invests all or substantially all of its assets in the Portfolio, the Portfolio normally must satisfy the applicable source of income and diversification requirements (under the Internal Revenue Code) in order for its investors to satisfy them. The Portfolio will allocate, at least annually a mong its investors, each investor's distributive share of the Portfolio's net investment income, net realized capital gains, and any other items of income, gain, loss, deduction or credit.

C  Futures Contracts — Upon the entering of a financial futures contract, the Portfolio is required to deposit either in cash or securities an amount (initial margin) equal to a certain percentage of the purchase price indicated in the financial futures contract. Subsequent payments are made or received by the Portfolio (margin maintenance) each day, dependent on daily fluctuations in the value of the underlying security, and are recorded for book purposes as unrealized gains or losses by the Portfolio. The Portfolio's investment in financial futures contracts is designed to hedge against anticipated future changes in the price of current or anticipated portfolio positions. Should prices move unexpecte dly, the Portfolio may not achieve the anticipated benefits of the financial futures contracts and may realize a loss.

D  Put Options — Upon the purchase of a put option by the Portfolio, the premium paid is recorded as an investment, the value of which is marked-to-market daily. When a purchased option expires, the Portfolio will realize

23

Tax-Managed Growth Portfolio as of June 30, 2006

NOTES TO FINANCIAL STATEMENTS (Unaudited)CONT'D

a loss in the amount of the cost of the option. When the Portfolio enters into a closing sale transaction, the Portfolio will realize a gain or loss depending on whether the sales proceeds from the closing sale transaction are greater or less than the cost of the option. When the Portfolio exercises a put option, settlement is made in cash. The risk associated with purchasing options is limited to the premium originally paid.

E  Securities Sold Short — The Portfolio may sell individual securities short if it owns at least an equal amount of the security sold short or has at the time of the sale a right to obtain securities equivalent in kind and amount to the securities sold short provided that, if such right is conditional, the sale is made upon the same conditions (a covered short sale). The Portfolio may sell short securities representing an index or basket of securities whose constituents the Portfolio holds in whole or in part. A short sale of an index or basket of securities w ill be a covered short sale if the underlying index or basket of securities is the same or substantially identical to securities held by the Portfolio. Upon executing the transaction, the Portfolio records the proceeds as deposits with brokers in the Statement of Assets and Liabilities and establishes an offsetting payable for securities sold short for the securities due on settlement. The proceeds are retained by the broker as collateral for the short position. The liability is marked-to-market and the Portfolio is required to pay the lending broker any dividend or interest income earned while the short position is open. The seller of a short position generally realizes a profit on the transaction if the price it receives on the short sale exceeds the cost of closing out the position by purchasing securities in the market, but generally realizes a loss if the cost of closing out the short position exceeds the proceeds of the short sale. The exposure to loss on covered short sales (to the extent the value of the security sold short rises instead of falls) is offset by the increase in the value of the underlying security or securities retained. The profit or loss on a covered short sale is also affected by the borrowing cost of any securities borrowed in connection with the short sale (which will vary with market conditions) and use of the proceeds of the short sale. The Portfolio expects normally to close covered short sales against-the-box by delivering newly acquired stock. Exposure to loss on an index or basket of securities sold short will not be offset by gains on other securities holdings to the extent that the constituent securities of the index or a basket of securities sold short are not held by the Portfolio. Such losses may be substantial.

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

G  Indemnifications — Under the Portfolio's organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the Portfolio. Interestholders in the Portfolio are jointly and severally liable for the liabilities and obligations of the Portfolio in the event that the Portfolio fails to satisfy such liabilities and obligations; provided, however, that, to the extent assets are available in the Portfolio, the Portfolio may, under certain circumstances, indemnify interestholders from and against any claim or liability to which such holder may become subject by reason of being or having been an interestholder in t he Portfolio. Additionally, in the normal course of business, the Portfolio enters into agreements with service providers that may contain indemnification clauses. The Portfolio's maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Portfolio that have not yet occurred.

H  Other — Investment transactions are accounted for on the date the securities are purchased or sold. Realized gains and losses on securities sold are determined on the basis of identified cost. Dividend income is recorded on the ex-dividend date. However, if the ex-dividend date has passed, certain dividends from foreign securities are recorded as the Portfolio is informed of the ex-dividend date. Interest income is recorded on the accrual basis.

I  Expense Reduction — Investors Bank & Trust Company (IBT) serves as custodian to the Portfolio. Pursuant to the custodian agreement, IBT receives a fee reduced by credits which are determined based on the average daily cash balance the Portfolio maintains with IBT. All credit balances used to reduce the Portfolio's custodian fees are reported as a reduction of expenses in the Statement of Operations. For the six months ended June 30, 2006, there were $99 in credit balances used to reduce the Portfolio's custodian fee.

24

Tax-Managed Growth Portfolio as of June 30, 2006

NOTES TO FINANCIAL STATEMENTS (Unaudited)CONT'D

J  Use of Estimates — The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expense during the reporting period. Actual results could differ from those estimates.

K  Interim Financial Statements — The interim financial statements relating to June 30, 2006 and for the six months then ended have not been audited by an independent registered public accounting firm, but in the opinion of the Portfolio's management reflect all adjustments, consisting only of normal recurring adjustments, necessary for the fair presentation of the financial statements.

2  Investment Adviser Fee and Other Transactions with Affiliates

The investment adviser fee is earned by Boston Management and Research (BMR), a wholly-owned subsidiary of Eaton Vance Management (EVM), as compensation for management and investment advisory services rendered to the Portfolio. Under the advisory agreement, BMR receives a monthly advisory fee of 5/96 of 1% (0.625% annually) of the average daily net assets of the Portfolio up to $500,000,000, and at reduced rates as daily net assets exceed that level. Certain of the advisory fee rate reductions are pursuant to an agreement between the Portfolio's Board of Trustees and BMR. Those reductions may not be changed without Trustee and interestholder approval. For the six months ended June 30, 2006, the advisory fee was 0.43% of the Portfolio's average daily net assets. Except for Trustees of the Portfolio who are not members of EVM's or BMR's organization, officers and Trustees receive remuneration for their services to the Portfolio ou t of such investment adviser fee. Trustees of the Portfolio that 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, 2006, no significant amounts have been deferred.

Certain officers and Trustees of the Portfolio are officers of the above organizations.

3  Investment Transactions

For the six months ended June 30, 2006, purchases and sales of investments, other than short-term obligations, aggregated $106,265,255 and $522,291,492, respectively. In addition, investments having an aggregate market value of $744,273,958 at dates of withdrawal were distributed in payment for capital withdrawals and investors contributed securities with a value of $542,059,954, during the six months ended June 30, 2006.

4  Federal Income Tax Basis of Unrealized Appreciation (Depreciation)

The cost and unrealized appreciation (depreciation) in value of the investments owned at June 30, 2006 as computed on a federal income tax basis, were as follows:

Aggregate cost	$	4,197,214,137
Gross unrealized appreciation	$	14,738,506,762
Gross unrealized depreciation		(1,652,738	)
Net unrealized appreciation	$	14,736,854,024

Unrealized appreciation on foreign currency is $75,841.

5  Financial Instruments

The Portfolio may trade in financial instruments with off-balance sheet risk in the normal course of its investing activities to assist in managing exposure to various market risks. These financial instruments include written options, forward foreign currency exchange contracts and financial futures contracts and may involve, to a varying degree, elements of risk in excess of the amounts recognized for financial statement purposes.

The notional or contractual amounts of these instruments represent the investment the Portfolio has in particular classes of financial instruments and does not necessarily represent the amounts potentially subject to risk. The measurement of the risks associated with these instruments is meaningful only when all related and offsetting transactions are considered. The Portfolio did not have any open obligations under these financial instruments at June 30, 2006.

6  Line of Credit

The Portfolio participates with other portfolios and funds managed by BMR and EVM and its affiliates in a $150 million unsecured line of credit agreement with a group of banks. Borrowings will be made by the Portfolio solely to facilitate the handling of unusual and/or unanticipated short-term cash requirements. Interest is charged to each participating portfolio or fund based on its borrowings at an amount above either the Eurodollar rate or Federal Funds rate. In addition, a fee computed at an annual rate of 0.10% on the

25

Tax-Managed Growth Portfolio as of June 30, 2006

NOTES TO FINANCIAL STATEMENTS (Unaudited)CONT'D

daily unused portion of the line of credit is allocated among the participating portfolios and funds at the end of each quarter. The Portfolio did not have any significant borrowings or allocated fees during the six months ended June 30, 2006.

7  Restricted Securities

At June 30, 2006, the Portfolio owned the following securities (representing 0.01% of net assets) which were restricted as to public resale and not registered under the Securities Act of 1933. The securities are valued at fair value using methods determined in good faith by or at the direction of the Trustees.

Common Stocks	Date of Acquisition	Eligible for Resale	Shares		Cost		Fair Value
Medtronic, Inc.	5/18/06	5/19/07		7,500	$	368,372	$	351,416
Progressive Corp.	10/14/05	10/15/06		37,880		1,031,533		973,408
					$	1,399,905	$	1,324,824

8  Securities Lending Agreement

The Portfolio has established a securities lending agreement with a securities lending agent, IBT, 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 Eaton Vance Cash Collateral Fund, LLC (Cash Collateral Fund). Cash Collateral Fund invests in high quality money market instruments. 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. In addition, the Portfolio pays IBT a lending agent fee computed as a percentage of the earnings on its investment in Cash Collateral Fund less the loan rebate fee. The loan rebate fee and lending agent fee paid by the Portfolio amounted to $809,916 and $47,090, res pectively, for the six months ended June 30, 2006. At June 30, 2006 the value of the securities loaned and the value of the collateral amounted to $68,585,000 and $72,500,000, respectively. 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 obligations due on loans.

9  Recently Issued Accounting Pronouncements

In June 2006, the Financial Accounting Standards Board (FASB) issued FASB Interpretation No. 48, (FIN 48) "Accounting for Uncertainty in Income Taxes — an interpretation of FASB Statement No. 109". FIN 48 clarifies the accounting for uncertainty in income taxes recognized in accordance with FASB Statement No. 109, "Accounting for Income Taxes." This interpretation prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. It also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006. The Portfolio is currently evaluating the impact of applying the various provisions of FIN 48.

26

Eaton Vance Tax-Managed Growth Fund 1.0

BOARD OF TRUSTEES' ANNUAL APPROVAL OF THE INVESTMENT ADVISORY AGREEMENT

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 March 27, 2006, 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 Special Committee of the Board, which is a committee comprised exclusively of Independent Trustees. Prior to making its recommendation, the Special Committee reviewed information furnished for a series of meetings of the Special Committee held in February and March 2006. Such information included, among other things, the following:

Information about Fees, Performance and Expenses

•  An independent report comparing the advisory and related fees paid by each fund with fees paid by comparable funds;

•  An independent report comparing each fund's total expense ratio and its components to comparable funds;

•  An independent report comparing the investment performance of each fund to the investment performance of comparable funds over various time periods;

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

•  Comparative information concerning fees charged by each adviser for managing other mutual funds and institutional accounts using investment strategies and techniques similar to those used in managing the fund;

•  Profitability analyses for each adviser with respect to each fund managed by it;

Information about Portfolio Management

•  Descriptions of the investment management services provided to each fund, including the investment strategies and processes employed;

•  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;

•  Information concerning the resources devoted to compliance efforts undertaken by each adviser and its affiliates on behalf of the funds (including descriptions of various compliance programs) and their record of compliance with investment policies and restrictions, including policies with respect to market-timing, late trading and selective portfolio disclosure, and with policies on personal securities transactions;

•  Descriptions of the business continuity and disaster recovery plans of each adviser and its affiliates;

Other Relevant Information

•  Information concerning the nature, cost and character of the administrative and other non-investment management services provided by Eaton Vance Management and its affiliates;

•  Information concerning management of the relationship with the custodian, subcustodians and fund accountants by each adviser or the funds' administrator; and

•  The terms of each advisory agreement.

In addition to the information identified above, the Special 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 March 31, 2006, the Board met nine times and the Special Committee, the Audit Committee and the Governance Committee, each of which is a

27

Eaton Vance Tax-Managed Growth Fund 1.0

BOARD OF TRUSTEES' ANNUAL APPROVAL OF THE INVESTMENT ADVISORY AGREEMENT CONT'D

Committee comprised solely of Independent Trustees, met eight, twelve and five times, respectively. At such meetings, the Trustees received, among other things, presentations by the portfolio managers and other investment professionals of each adviser relating to the investment performance of each fund and the investment strategies used in pursuing the fund's investment objective.

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 Special Committee was assisted throughout the contract review process by Goodwin Procter LLP, legal counsel for the Independent Trustees. The members of the Special 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 Special 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 Special Committee concluded that the continuance of the investment advisory agreement of the Tax-Managed Growth Portfolio (the "Portfolio"), the portfolio in which the Eaton Vance Tax-Managed Growth Fund 1.0 (the "Fund") invests, with Boston Management and Research (the "Adviser"), including its fee structure, is in the interests of shareholders and, therefore, the Special Committee recommended to the Board approval of the agreement. The Board accepted the recommendation of the Special Committee as well as the factors considered and conclusions reached by the Special Committee with respect to the agreement. Accordingly, the Board, including a majority of the Independent Trustees, voted to approve continuation of the investment advisory agreement for the Portfolio.

Nature, Extent and Quality of Services

In considering whether to approve the investment advisory agreement of the Portfolio, the Board evaluated the nature, extent and quality of services provided to the Portfolio by the Adviser.

The Board considered the Adviser's management capabilities and investment process with respect to the types of investments held by the Portfolio, including the education, experience and number of its investment professionals and other personnel who provide portfolio management, investment research, and similar services to the Portfolio. The Board specifically noted the Adviser's in-house equity research capabilities and experience in managing funds that seek to maximize after-tax returns. The Board also took into account the resources dedicated to portfolio management and other services, including the compensation paid to recruit and retain investment personnel, and the time and attention devoted to each Portfolio in the complex by senior management.

The Board reviewed the compliance programs of the Adviser and relevant affiliates thereof. Among other matters, the Board considered compliance and reporting matters relating to personal trading by investment personnel, selective disclosure of portfolio holdings, late trading, frequent trading, portfolio valuation, business continuity and the allocation of investment opportunities. The Board also evaluated the responses of the Adviser and its affiliates to requests from regulatory authorities such as the Securities and Exchange Commission and the National Association of Securities Dealers.

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.

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, 2005 for the Fund. The Board noted the Fund's excellent long-term performance record. The Board noted that, unlike many other funds in its peer group, the Fund is managed by the Adviser with an emphasis on growth-oriented stocks, while value-oriented stocks have generally outperformed growth-oriented stocks in recent years. These differences have adversely affected the Fund's performance in recent years, relative to its peers. The Board concluded that the Fund's performance is satisfactory.

28

Eaton Vance Tax-Managed Growth Fund 1.0

BOARD OF TRUSTEES' ANNUAL APPROVAL OF THE INVESTMENT ADVISORY AGREEMENT CONT'D

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 one-year period ended September 30, 2005, as compared to a group of similarly managed funds selected by an independent data provider.

After reviewing the foregoing information, and in light of the nature, extent and quality of the services provided by the Adviser, the Board concluded that the management fees charged for advisory and related services and the Fund's total expense ratio are reasonable.

Profitability

The Board reviewed the level of profits realized by the Adviser and relevant affiliates thereof in providing investment advisory and administrative services to the Portfolio, the Fund and to all Eaton Vance Funds as a group. The Board considered the level of profits realized without regard to revenue sharing or other payments by the Adviser and its affiliates to third parties in respect of distribution services. The Board also considered other direct or indirect benefits received by the Adviser and its affiliates in connection with its relationship with the Portfolio and the Fund, including the benefits of research services that may be available to the Adviser as a result of securities transactions effected for the Portfolio and other advisory clients.

The Board concluded that, in light of the foregoing factors and the nature, extent and quality of the services rendered, the profits realized by the Adviser and its affiliates are reasonable.

Economies of Scale

In reviewing management fees and profitability, the Board also considered the extent to which the Adviser and its affiliates, on the one hand, and the Fund, on the other hand, can expect to realize benefits from economies of scale as the assets of the Fund and the Portfolio increase. The Board acknowledged the difficulty in accurately measuring the benefits resulting from the economies of scale with respect to the management of any specific fund or group of funds. The Board reviewed data summarizing the increases and decreases in the assets of the Fund and of all Eaton Vance Funds as a group over various time periods, and evaluated the extent to which the total expense ratio of the Fund and the profitability of the Adviser and its affiliates may have been affected by such increases or decreases. The Board noted that, at its request, the Adviser had agreed to add a breakpoint with respect to assets that exceed $20 billion. 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.

29

Eaton Vance Tax-Managed Growth Fund 1.0

INVESTMENT MANAGEMENT

Eaton Vance Tax-Managed Growth Fund 1.0

Officers
Duncan W. Richardson
President
Thomas E. Faust Jr.
Vice President
Michelle A. Green
Treasurer
Alan R. Dynner
Secretary
Paul M. O'Neil
Chief Compliance Officer Trustees
Samuel L. Hayes, III
Chairman
Benjamin C. Esty
James B. Hawkes
William H. Park
Ronald A. Pearlman
Norton H. Reamer
Lynn A. Stout
Ralph F. Verni

Tax-Managed Growth Portfolio

Officers
Duncan W. Richardson
President and Co-Portfolio Manager
Thomas E. Faust Jr.
Vice President
Lewis R. Piantedosi
Vice President and Co-Portfolio Manager
Michelle A. Green
Treasurer
Alan R. Dynner
Secre tary
Paul M. O'Neil
Chief Compliance Officer Trustees
Samuel L. Hayes, III
Chairman
Benjamin C. Esty
James B. Hawkes
William H. Park
Ronald A. Pearlman
Norton H. Reamer
Lynn A. Stout
Ralph F. Verni

30

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Investment Adviser of Tax-Managed Growth Portfolio
Boston Management and Research

The Eaton Vance Building
255 State Street
Boston, MA 02109

Administrator of Eaton Vance Tax-Managed Growth Fund 1.0
Eaton Vance Management

The Eaton Vance Building
255 State Street
Boston, MA 02109

Principal Underwriter
Eaton Vance Distributors, Inc.

The Eaton Vance Building
255 State Street
Boston, MA 02109
(617) 482-8260

Custodian
Investors Bank & Trust Company

200 Clarendon Street
Boston, MA 02116

Transfer Agent
PFPC Inc.

Attn: Eaton Vance Funds
P.O. Box 9653
Providence, RI 02940-9653
(800) 262-1122

Eaton Vance Tax-Managed Growth Fund 1.0

The Eaton Vance Building

255 State Street

Boston, MA 02109

157-8/06  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, Samuel L. Hayes, III and Norton H. Reamer, each an independent trustee, as its audit committee financial experts.  Mr. Park is a certified public accountant who is the Vice Chairman of Commercial Industrial Finance Corp (specialty financial company). Previously he served as President and Chief Executive Officer of Prizm Capital Management, LLC (investment management firm) and as Executive Vice President and Chief Financial Officer of United Asset Management Corporation (“UAM”) (a holding company owning institutional investment management firms).  Mr. Hayes is the Jacob H. Schiff Professor of Investment Banking Emeritus of the Harvard University Graduate School of Business Administration.  Mr. Reamer is the President, Chief Executive Officer and a Director of Asset Management Finance Corp. (a specialty finance company serving the investment management industry) and is President of Unicorn Corporation (an investment and financial advisory services company).  Formerly, Mr. Reamer was Chairman of Hellman, Jordan Management Co., Inc. (an investment management company) and Advisory Director of Berkshire Capital Corporation (an investment banking firm), Chairman of the Board of UAM and Chairman, President and Director of the UAM Funds (mutual funds).

Item 4. Principal Accountant Fees and Services

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

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 15, 2006

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/ Michelle A. Green
	Michelle A. Green
	Treasurer
Date:	August 15, 2006
By:	/s/ Duncan W. Richardson
	Duncan W. Richardson
	President
Date:	August 15, 2006