Eaton Vance Series Trust NCSR Certified 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:		December 31, 2006

Item 1. Reports to Stockholders

Annual Report December 31, 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 December 31, 2006

MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE

Lewis R. Piantedosi
Co-Portfolio Manager

Duncan W. Richardson, CFA
Co-Portfolio Manager

The Fund

Performance for the Past Year

· For the year ended December 31, 2006, Eaton Vance Tax-Managed Growth Fund 1.0 (the Fund) had a total return of 13.62%. This return was the result of an increase in net asset value per share to $603.37 on December 31, 2006, from $546.87 on December 31, 2005, and the reinvestment of $8.030 per share in dividend income and $9.5115 per share in capital gains.

· 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 15.78% for the same period. The Lipper Large-Cap Core Classification had a total return of 13.53% for the same period.(1)

See pages 3 and 4 for more performance information, including after-tax returns.

Management Discussion

· The year ended December 31, 2006 marked another impressive year for equities as broad U.S. markets locked in a fourth consecutive annual gain. Helping fuel the rally were easing inflation and housing concerns, as well as declining oil prices and a continued pause in interest rate increases. Record levels of mergers and private equity activity further supported higher stock prices during the year, as did better than expected earnings and profit results. Price gains for the year were broad-based, but of particular note were the double digit gains realized by the blue chip Dow Industrial Average and the S&P 500 Index.

· For the year ended December 31, 2006, each of the 10 major sectors included in the S&P 500 Index registered positive returns. Telecommunications, energy and utilities were top performing S&P 500 Index sectors during the year, while the health care and information technology sectors had the weakest performance. Market leading industries of 2006 included diversified telecommunications, real estate investment trusts and investment bank and brokerage. In contrast, internet and catalog retailers, biotechnology and educational service industries realized weaker returns for the year. During the course of the year, on average, small-cap stocks outperformed large-cap stocks and the value investment style continued to lead growth.

· The Fund invests its assets in Tax-Managed Growth Portfolio (the Portfolio), a separate registered investment company with the same objective and investment policies as the Fund. The Portfolio in turn invests primarily in common stocks of established growth companies. The Fund underperformed its benchmark due in part to differences in sector allocation and stock selection in the Portfolio versus the S&P 500 Index.

· During the year ended December 31, 2006, the Portfolio remained overweight in the industrials, consumer staples and consumer discretionary sectors, while continuing to underweight the technology, telecommunications and utilities sectors. The Portfolio benefited from its emphasis of the strong performing energy and consumer discretionary sectors and relatively stronger investment selection within commercial banks and metals and mining versus the S&P 500 Index. The Portfolio’s underweight of the technology sector was also helpful, particularly within the semiconductor and internet software industries, as stocks in those sectors experienced significant declines over the course of the year.

(1) It is not possible to invest directly in an Index or a Lipper Classification. The Index’s total return does not reflect commissions or expenses that would have been incurred if an investor individually purchased or sold the securities represented in the Index. The Lipper Classification return shown is the average total return, at net asset value, of the funds that are in the same Lipper Classification as the 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 the quoted return. For performance as of the most recent month-end, please refer to www.eatonvance.com.

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

Eaton Vance Tax-Managed Growth Fund 1.0 as of December 31, 2006

Management’s Discussion of Fund Performance

· During the year ended December 31, 2006, the Portfolio’s de-emphasis of high dividend yielding stocks, such as those in the utilities and telecommunications sectors, hurt performance, as did the weak performance of certain Portfolio holdings in the health care and consumer staples sectors. Despite positive performance from holdings in the air freight and machinery stocks industries, the Portfolio’s overweight of the lagging industrials sector negatively impacted returns.

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.

Ten Largest Holdings*

By net assets

Exxon Mobil Corp.	2.64	%
General Electric Co.	2.37	%
Procter & Gamble Co.	2.34	%
American International Group	2.22	%
ConocoPhillips	2.17	%
Pepsico Inc.	1.90	%
BP PLC Spons ADR	1.68	%
Deere & Co.	1.55	%
Amgen Inc.	1.47	%
Danaher Corp.	1.44	%

Common Stock Investments by Sector**

By net assets

* Ten Largest Holdings represented 19.78% of Portfolio net assets as of December 31, 2006. Holdings are subject to change due to active management.

**As a percentage of the Portfolio’s net assets as of December 31, 2006. Portfolio information may not be representative of current or future investments and may change due to active management.

Eaton Vance Tax-Managed Growth Fund 1.0 as of December 31, 2006
FUND PERFORMANCE

The line graph and table set forth below provide information about the Fund’s performance. The line graph compares the performance of the Fund with that of the S&P 500 Index, a broad-based, unmanaged market index commonly used as a measure of U.S. stock market performance. The lines on the graph represent the total returns of a hypothetical investment of $10,000 in each of the Fund and the S&P 500 Index. The table includes the total returns of the Fund. The performance presented below does not reflect the deduction of taxes, if any, that a shareholder would pay on distributions or redemptions of Fund shares.

Performance

Average Annual Total Returns (at net asset value)
One Year	13.62	%
Five Years	5.38	%
Ten Years	8.90	%
Life of Fund (3/29/66)	10.27	%

* Source: Thomson Financial. The Fund commenced investment operations on 3/29/66.

It is not possible to invest directly in an Index. The Index’s total return does not reflect any commissions or expenses that would have been incurred if an investor individually purchased or sold the securities represented in the Index.

Eaton Vance Tax-Managed Growth Fund 1.0 as of December 31, 2006
FUND PERFORMANCE

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

Average Annual Total Returns (For the periods ended December 31, 2006)

Returns at net asset Value (NAV)

	One Year		Five Years		Ten Years
Return Before Taxes	13.62	%	5.38	%	8.90	%
Return After Taxes on Distributions	13.19	%	5.00	%	8.60	%
Return After Taxes on Distributions and Sale of Fund Shares	9.54	%	4.53	%	7.83	%

The Fund commenced investment operations 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 or because 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.

Eaton Vance Tax-Managed Growth Fund 1.0 as of December 31, 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 (July 1, 2006 – December 31, 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 (7/1/06)		Ending Account Value (12/31/06)		Expenses Paid During Period* (7/1/06 – 12/31/06)
Actual	$	1,000.00	$	1,103.90	$	2.44
Hypothetical
(5% return per year before expenses)	$	1,000.00	$	1,022.90	$	2.35

* Expenses are equal to the Fund's annualized expense ratio of 0.46% multiplied by the average account value over the period, multiplied by 184/365 (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 June 30, 2006. The Example reflects the expenses of both the Fund and the Portfolio.

Eaton Vance Tax-Managed Growth Fund 1.0 as of December 31, 2006

FINANCIAL STATEMENTS

Statement of Assets and Liabilities

As of December 31, 2006

Assets
Investment in Tax-Managed Growth Portfolio, at value (identified cost, $289,570,032)	$	1,032,844,274
Total assets	$	1,032,844,274
Liabilities
Payable for Fund shares redeemed	$	202,872
Payable to affiliate for Trustees' fees		842
Accrued expenses		47,234
Total liabilities	$	250,948
Net Assets for 1,711,376 shares of beneficial interest outstanding	$	1,032,593,326
Sources of Net Assets
Paid-in capital	$	334,782,664
Accumulated net realized loss from Portfolio (computed on the basis of identified cost)		(26,080,944	)
Accumulated undistributed net investment income		126,536
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)		743,274,242
Total	$	1,032,593,326
Net Asset Value and Redemption Price Per Share
($1,032,593,326 ÷ 1,711,376 shares of beneficial interest outstanding)	$	603.37

Statement of Operations

For the Year Ended
December 31, 2006

Investment Income
Dividends allocated from Portfolio (net of foreign taxes, $247,260)	$	18,286,271
Interest allocated from Portfolio		137,182
Security lending income allocated from Portfolio, net		23,364
Expenses allocated from Portfolio		(4,465,042	)
Net investment income from Portfolio	$	13,981,775
Expenses
Trustees' fees and expenses	$	3,516
Custodian fee		36,654
Transfer and dividend disbursing agent fees		35,173
Legal and accounting services		28,399
Printing and postage		14,218
Miscellaneous		8,918
Total expenses	$	126,878
Net investment income	$	13,854,897
Realized and Unrealized Gain (Loss) from Portfolio
Net realized gain (loss) — Investment transactions (identified cost basis)	$	52,037,170
Foreign currency transactions		(1,219	)
Net realized gain	$	52,035,951
Change in unrealized appreciation (depreciation) — Investments (identified cost basis)	$	62,965,559
Foreign currency		5,239
Net change in unrealized appreciation (depreciation)	$	62,970,798
Net realized and unrealized gain	$	115,006,749
Net increase in net assets from operations	$	128,861,646

See notes to financial statements
6

Eaton Vance Tax-Managed Growth Fund 1.0 as of December 31, 2006

FINANCIAL STATEMENTS CONT'D

Statements of Changes in Net Assets

Increase (Decrease) in Net Assets	Year Ended December 31, 2006			Year Ended December 31, 2005*
From operations — Net investment income	$	13,854,897		$	12,135,866
Net realized gain from investment transactions, securities sold short and foreign currency transactions		52,035,951			10,141,509
Net change in unrealized appreciation (depreciation) of investments, securities sold short and foreign currency		62,970,798			22,423,541
Net increase in net assets from operations	$	128,861,646		$	44,700,916
Distributions to shareholders — From net investment income	$	(13,878,065	)	$	(11,933,965	)
From net realized gain on investment transactions		(16,167,277	)		(3,401,078	)
Total distributions to shareholders	$	(30,045,342	)	$	(15,335,043	)
Transactions in shares of beneficial interest — Net asset value of shares issued to shareholders in payment of distributions declared	$	9,756,490		$	4,352,380
Cost of shares redeemed		(68,830,449	)		(44,505,867	)
Net decrease in net assets from Fund share transactions	$	(59,073,959	)	$	(40,153,487	)
Net increase (decrease) in net assets	$	39,742,345		$	(10,787,614	)
Net Assets
At beginning of year	$	992,850,981		$	1,003,638,595
At end of year	$	1,032,593,326		$	992,850,981
Accumulated undistributed net investment income included in net assets
At end of year	$	126,536		$	183,287

* Amounts were reclassified for the year ended December 31, 2005 resulting in an increase in net realized gain (loss) and a decrease in net change in unrealized appreciation (depreciation) of $49,188,852. This amount was reclassified due to the correction of the allocation of realized gain (loss). These changes had no effect on the Fund's net asset value, net assets, net investment income, net increase in net assets from operations, financial highlights or total return.

See notes to financial statements
7

Eaton Vance Tax-Managed Growth Fund 1.0 as of December 31, 2006

FINANCIAL STATEMENTS CONT'D

Financial Highlights

	Year Ended December 31,
	2006			2005			2004			2003			2002
Net asset value — Beginning of year	$	546.870		$	530.770		$	493.870		$	410.040		$	514.030
Income (loss) from operations
Net investment income	$	8.023		$	6.586		$	5.964		$	4.627		$	3.840
Net realized and unrealized gain (loss)		66.019			17.864			41.533			92.657			(104.030	)
Total income (loss) from operations	$	74.042		$	24.450		$	47.497		$	97.284		$	(100.190	)
Less distributions
From net investment income	$	(8.030	)	$	(6.475	)	$	(5.950	)	$	(4.550	)	$	(3.800	)
From net realized gain		(9.512	)		(1.875	)		(4.647	)		(8.904	)		—
Total distributions	$	(17.542	)	$	(8.350	)	$	(10.597	)	$	(13.454	)	$	(3.800	)
Net asset value — End of year	$	603.370		$	546.870		$	530.770		$	493.870		$	410.040
Total Return⁽¹⁾		13.62	%		4.64	%		9.68	%		23.86	%		(19.54	)%
Ratios/Supplemental Data
Net assets, end of year (000's omitted)	$	1,032,593		$	992,851		$	1,003,639		$	979,183		$	863,009
Ratios (As a percentage of average daily net assets):
Expenses before custodian fee reduction⁽²⁾		0.46	%		0.46	%†		0.46	%†		0.47	%		0.47	%
Expenses after custodian fee reduction⁽²⁾		0.46	%		0.46	%†		0.46	%†		0.47	%		0.47	%
Net investment income		1.38	%		1.24	%†		1.17	%†		1.04	%		0.83	%
Portfolio Turnover of the Portfolio⁽³⁾		1	%		0	%⁽⁴⁾		3	%		15	%		23	%

^† 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.

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

⁽³⁾ 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 7%, 6%, 10%, 21%, and 30% for 2006, 2005, 2004, 2003, and 2002, respectively.

⁽⁴⁾ Amounts to less than 1%.

See notes to financial statements
8

Eaton Vance Tax-Managed Growth Fund 1.0 as of December 31, 2006

NOTES TO FINANCIAL STATEMENTS

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 (5.1% at December 31, 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. 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.

At December 31, 2006, net losses of $371 attributable to currency transactions incurred after October 31, 2006 are treated as arising on the first day of the Fund's taxable year ending December 31, 2007.

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 year ended December 31, 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.

Eaton Vance Tax-Managed Growth Fund 1.0 as of December 31, 2006

NOTES TO FINANCIAL STATEMENTS CONT'D

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.

The tax character of distributions paid for the years ended December 31, 2006 and December 31, 2005 was as follows:

	Year Ended December 31,
	2006		2005
Distributions declared from:
Ordinary income	$	13,878,065	$	11,934,174
Long-term capital gain	$	16,167,277	$	3,400,869

During the year ended December 31, 2006, accumulated paid-in capital was increased by $49,490,104, accumulated undistributed net investment income was decreased by $33,583, and accumulated net realized gain was decreased by $49,456,521 primarily due to differences between book and tax accounting treatment of foreign currency gain (loss) and redemptions in-kind. Additionally, amounts were reclassified resulting in an increase in accumulated paid-in capital and a decrease in accumulated net realized gains of $229,220,496 due to the correction of the allocation of realized gain (loss). These changes had no effect on the Fund's net assets or net asset value per share.

As of December 31, 2006, the components of distributable earnings (accumulated losses) on a tax basis were as follows:

Accumulated undistributed income	$	121,715
Unrealized appreciation	$	714,657,964
Undistributed long-term capital gain	$	2,540,526
Other temporary differences	$	(371	)

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:

	Year Ended December 31,
	2006			2005
Issued to shareholders electing to receive payments of distributions in Fund shares		16,401			8,074
Redemptions		(120,554	)		(83,456	)
Net decrease		(104,153	)		(75,382	)

4 Investment Transactions

Decreases in the Fund's investment in the Portfolio aggregated $89,368,871 for the year ended December 31, 2006. Decreases in the Fund's investment in the Portfolio include the distribution of common stock as the result of redemptions in-kind of $67,426,991 for the year ended December 31, 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 year ended December 31, 2006, EVM received $3,541 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 year ended December 31, 2006, no significant amounts have been deferred.

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

Eaton Vance Tax-Managed Growth Fund 1.0 as of December 31, 2006

NOTES TO FINANCIAL STATEMENTS CONT'D

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 during the first required financial reporting period for fiscal years beginning after December 15, 2006. Management is currently evaluating the impact of applying the various provisions of FIN 48.

In September 2006, FASB issued Statement of Financial Accounting Standards No. 157, (FAS 157) "Fair Value Measurements". FAS 157 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosure about fair value measurements. FAS 157 is effective for fiscal years beginning after November 15, 2007. Management is currently evaluating the impact the adoption of FAS 157 will have on the Fund's financial statement disclosures.

Eaton Vance Tax-Managed Growth Fund 1.0 as of December 31, 2006

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Trustees of Eaton Vance Series Trust and
Shareholders of Eaton Vance Tax-Managed
Growth Fund 1.0:

We have audited the accompanying statement of assets and liabilities of Eaton Vance Tax-Managed Growth Fund 1.0 (the Fund) (one of the series of Eaton Vance Series Trust) as of December 31, 2006, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates ma de by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Eaton Vance Tax-Managed Growth Fund 1.0 as of December 31, 2006, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP
Boston, Massachusetts
February 20, 2007

Eaton Vance Tax-Managed Growth Fund 1.0 as of December 31, 2006

FEDERAL TAX INFORMATION (Unaudited)

The Form 1099-DIV you received in January 2007 showed the tax status of all distributions paid to your account in calendar 2006. Shareholders are advised to consult their own tax adviser with respect to the tax consequences of their investment in the Fund. As required by the Internal Revenue Code regulations, shareholders must be notified within 60 days of the Fund's fiscal year end regarding the status of qualified dividend income for individuals, the dividends received deduction for corporations, and capital gains dividends.

Qualified Dividend Income. The Fund designates $14,528,003 or up to the maximum amount of such dividends allowable pursuant to the Internal Revenue Code, as qualified dividend income eligible for the reduced tax rate of 15%.

Dividends Received Deduction. Corporate shareholders are generally entitled to take the dividends received deduction on the portion of the Fund's dividend distribution that qualified under tax law. For the Fund's fiscal 2006 ordinary income dividends, 100% qualified for the corporate dividends received deduction.

Capital Gains Dividends. The Fund designates $16,167,277 as a capital gain dividend.

Tax-Managed Growth Portfolio as of December 31, 2006

PORTFOLIO OF INVESTMENTS

Common Stocks — 99.7%
Security	Shares		Value
Aerospace & Defense — 3.3%
Boeing Company (The)		948,774	$	84,289,082
General Dynamics Corp.		1,470,000		109,294,500
Honeywell International, Inc.		293,060		13,258,034
Northrop Grumman Corp.		3,106,377		210,301,723
Raytheon Co.		350,050		18,482,640
Rockwell Collins, Inc.		129,632		8,204,409
United Technologies Corp.		3,693,938		230,945,004
			$	674,775,392
Air Freight & Logistics — 2.7%
C.H. Robinson Worldwide, Inc.		2,078,589	$	84,993,504
FedEx Corp.		2,219,776		241,112,069
United Parcel Service, Inc., Class B		2,979,416		223,396,612
			$	549,502,185
Airlines — 0.0%
Southwest Airlines Co.		386,112	$	5,915,236
			$	5,915,236
Auto Components — 0.1%
BorgWarner, Inc.		95,849	$	5,657,008
Delphi Corp.⁽¹⁾		5,361		20,479
Johnson Controls, Inc.		213,523		18,345,896
Visteon Corp.⁽¹⁾		4,426		37,532
			$	24,060,915
Automobiles — 0.1%
DaimlerChrysler AG⁽²⁾		24,284	$	1,491,280
Ford Motor Co.		83,266		625,328
General Motors Corp.		33,939		1,042,606
Harley-Davidson, Inc.		141,140		9,946,136
			$	13,105,350
Beverages — 4.5%
Anheuser-Busch Companies, Inc.		4,881,907	$	240,189,824
Brown-Forman Corp., Class A		479,732		32,348,329
Brown-Forman Corp., Class B		45,820		3,035,117
Coca Cola Co. (The)		4,721,933		227,833,267
Coca-Cola Enterprises, Inc.		1,606,930		32,813,511
PepsiCo, Inc.		6,177,920		386,428,896
			$	922,648,944

Security	Shares		Value
Biotechnology — 1.7%
Amgen, Inc.⁽¹⁾		4,383,782	$	299,456,148
Biogen Idec, Inc.⁽¹⁾		211,200		10,388,928
Celera Group⁽¹⁾		8,870		124,091
Genzyme Corp.⁽¹⁾		501,099		30,857,676
Gilead Sciences, Inc.⁽¹⁾		115,482		7,498,246
Vertex Pharmaceuticals, Inc.⁽¹⁾		13,000		486,460
			$	348,811,549
Building Products — 0.7%
American Standard Companies, Inc.		868,699	$	39,829,849
Masco Corp.		3,420,182		102,160,836
			$	141,990,685
Capital Markets — 5.4%
Affiliated Managers Group, Inc.⁽¹⁾		20,520	$	2,157,268
Ameriprise Financial, Inc.		67,969		3,704,311
Bank of New York Co., Inc.		426,888		16,806,581
Bear Stearns Companies, Inc.		95,736		15,583,906
Charles Schwab Corp. (The)		847,738		16,395,253
Credit Suisse Group⁽²⁾		155,136		10,796,273
Federated Investors, Inc., Class B		1,599,819		54,041,886
Franklin Resources, Inc.		797,053		87,811,329
Goldman Sachs Group, Inc.		1,115,548		222,384,494
Investors Financial Services Corp.		450,386		19,217,971
Knight Capital Group, Inc., Class A⁽¹⁾		1,750,000		33,547,500
Legg Mason, Inc.		46,784		4,446,819
Lehman Brothers Holdings, Inc.		192,474		15,036,069
Mellon Financial Corp.		321,392		13,546,673
Merrill Lynch & Co., Inc.		2,472,803		230,217,959
Morgan Stanley		3,053,604		248,654,974
Northern Trust Corp.		725,484		44,029,624
Nuveen Investments, Class A		110,000		5,706,800
Piper Jaffray Cos., Inc.⁽¹⁾		27,517		1,792,733
Raymond James Financial, Inc.		221,005		6,698,662
State Street Corp.		146,764		9,897,764
T. Rowe Price Group, Inc.		341,862		14,963,300
UBS AG⁽²⁾		192,683		11,624,565
Waddell & Reed Financial, Inc., Class A		273,635		7,486,654
			$	1,096,549,368

See notes to financial statements
14

Tax-Managed Growth Portfolio as of December 31, 2006

PORTFOLIO OF INVESTMENTS CONT'D

Security	Shares		Value
Chemicals — 0.8%
Arch Chemicals, Inc.		4,950	$	164,885
Arkema (ADR)⁽¹⁾		20,000		1,026,702
Ashland, Inc.		46,969		3,249,315
Dow Chemical Co. (The)		250,250		9,994,985
E.I. du Pont de Nemours and Co.		1,031,498		50,244,268
Ecolab, Inc.		407,411		18,414,977
MacDermid, Inc.		41,355		1,410,206
Monsanto Co.		39,066		2,052,137
Olin Corp.		9,900		163,548
PPG Industries, Inc.		27,142		1,742,788
Rohm and Haas Co.		2,601		132,963
Sigma-Aldrich Corp.		630,897		49,033,315
Tronox, Inc., Class B		37,854		597,715
Valspar Corp. (The)		1,219,107		33,696,117
			$	171,923,921
Commercial Banks — 7.8%
Associated Banc-Corp.		991,726	$	34,591,403
Bank of Hawaii Corp.		69,735		3,762,203
Bank of Montreal⁽²⁾		255,949		15,149,621
BB&T Corp.		1,867,960		82,059,483
City National Corp.		184,221		13,116,535
Colonial BancGroup, Inc. (The)		52,095		1,340,925
Comerica, Inc.		466,015		27,345,760
Commerce Bancshares, Inc.		171,056		8,280,821
Compass Bancshares, Inc.		54,254		3,236,251
Fifth Third Bancorp		2,711,753		110,992,050
First Citizens BancShares, Inc., Class A		22,480		4,555,347
First Horizon National Corp.		148,868		6,219,705
First Midwest Bancorp, Inc.		523,358		20,243,487
HSBC Holdings PLC (Hungary) (ADR)		220,592		4,037,864
HSBC Holdings PLC (UK) (ADR)		580,708		53,221,888
Huntington Bancshares, Inc.		583,001		13,846,274
KeyCorp		663,862		25,246,672
M&T Bank Corp.		81,234		9,923,545
Marshall & Ilsley Corp.		663,221		31,907,562
National City Corp.		1,511,282		55,252,470
PNC Financial Services Group, Inc.		166,675		12,340,617
Popular, Inc.⁽²⁾		1,432		25,704
Regions Financial Corp.		2,294,230		85,804,202
Royal Bank of Canada⁽²⁾		574,109		27,356,294
Societe Generale⁽²⁾		1,606,685		271,515,830
SunTrust Banks, Inc.		1,252,412		105,766,193

Security	Shares		Value
Commercial Banks (continued)
Synovus Financial Corp.		1,065,458	$	32,848,070
Toronto-Dominion Bank (The)⁽²⁾		17,915		1,072,571
Trustmark Corp.		205,425		6,719,452
U.S. Bancorp		4,831,496		174,851,840
Valley National Bancorp.		109,831		2,911,620
Wachovia Corp.		2,539,881		144,646,223
Wells Fargo & Co.		4,253,936		151,269,964
Westamerica Bancorporation		258,826		13,104,360
Whitney Holding Corp.		117,128		3,820,715
Zions Bancorporation		454,096		37,435,674
			$	1,595,819,195
Commercial Services & Supplies — 0.8%
Acco Brands Corp.⁽¹⁾		15,490	$	410,020
Allied Waste Industries, Inc.⁽¹⁾		1,240,437		15,244,971
Avery Dennison Corp.		65,769		4,467,688
Cintas Corp.		1,251,060		49,679,593
Donnelley (R.R.) & Sons Co.		60,262		2,141,711
Herman Miller, Inc.		541,800		19,699,848
HNI Corp.		765,839		34,010,910
Hudson Highland Group, Inc.⁽¹⁾		5,226		87,170
Manpower, Inc.		706		52,901
Monster Worldwide, Inc.⁽¹⁾		39,395		1,837,383
PHH Corp.⁽¹⁾		27,409		791,298
Pitney Bowes, Inc.		31,857		1,471,475
School Specialty, Inc.⁽¹⁾		12,603		472,486
Waste Management, Inc.		671,011		24,673,074
			$	155,040,528
Communications Equipment — 1.6%
3Com Corp.⁽¹⁾		472,985	$	1,943,968
ADC Telecommunications, Inc.⁽¹⁾		21,341		310,084
Alcatel SA (ADR)		89,240		1,268,993
Avaya, Inc.⁽¹⁾		20,404		285,248
Cisco Systems, Inc.⁽¹⁾		6,198,467		169,404,103
Comverse Technology, Inc.⁽¹⁾		165,755		3,499,088
Corning, Inc.⁽¹⁾		3,671,953		68,702,241
Dycom Industries, Inc.⁽¹⁾		61,019		1,288,721
Juniper Networks, Inc.⁽¹⁾		35,691		675,988
Motorola, Inc.		1,266,823		26,045,881
Nokia Oyj (ADR)		2,042,478		41,503,153
Nortel Networks Corp.⁽¹⁾⁽²⁾		72,544		1,939,101

See notes to financial statements
15

Tax-Managed Growth Portfolio as of December 31, 2006

PORTFOLIO OF INVESTMENTS CONT'D

Security	Shares		Value
Communications Equipment (continued)
QUALCOMM, Inc.		347,456	$	13,130,362
Riverstone Networks, Inc.⁽³⁾		28,706		0
Tellabs, Inc.⁽¹⁾		32,678		335,276
			$	330,332,207
Computer Peripherals — 2.3%
Dell, Inc.⁽¹⁾		4,406,741	$	110,565,132
EMC Corp.⁽¹⁾		1,747,812		23,071,118
Gateway, Inc.⁽¹⁾		65,556		131,768
Hewlett-Packard Co.		887,799		36,568,441
International Business Machines Corp.		1,575,883		153,097,033
Lexmark International, Inc., Class A⁽¹⁾		1,714,509		125,502,059
McDATA Corp., Class A⁽¹⁾		7,666		42,546
Network Appliance, Inc.⁽¹⁾		364,967		14,335,904
Palm, Inc.⁽¹⁾		68,379		963,460
Sun Microsystems, Inc.⁽¹⁾		319,180		1,729,956
			$	466,007,417
Construction & Engineering — 0.1%
Jacobs Engineering Group, Inc.⁽¹⁾		157,319	$	12,827,791
			$	12,827,791
Construction Materials — 0.1%
CRH PLC⁽²⁾		207,894	$	8,634,999
Vulcan Materials Co.		206,614		18,568,400
			$	27,203,399
Consumer Finance — 1.0%
American Express Co.		618,260	$	37,509,834
Capital One Financial Corp.		1,705,714		131,032,949
SLM Corp.		916,399		44,692,779
			$	213,235,562
Containers & Packaging — 0.1%
Bemis Co., Inc.		295,186	$	10,030,420
Sealed Air Corp.		21,264		1,380,459
Sonoco Products Co.		128,617		4,895,163
Temple-Inland, Inc.		115,924		5,335,982
			$	21,642,024
Distributors — 0.0%
Genuine Parts Co.		190,459	$	9,033,470
			$	9,033,470

Security	Shares		Value
Diversified Consumer Services — 0.3%
Apollo Group, Inc., Class A⁽¹⁾		31,893	$	1,242,870
H&R Block, Inc.		1,599,312		36,848,148
Laureate Education, Inc.⁽¹⁾		302,518		14,711,450
ServiceMaster Co. (The)		1,156,537		15,162,200
			$	67,964,668
Diversified Financial Services — 3.1%
Bank of America Corp.		4,074,755	$	217,551,169
Citigroup, Inc.		4,486,846		249,917,322
ING Groep N.V. (ADR)		257,281		11,364,102
JPMorgan Chase & Co.		2,748,807		132,767,378
Moody's Corp.		309,906		21,402,108
			$	633,002,079
Diversified Telecommunication Services — 1.4%
AT&T, Inc.		1,201,387	$	42,949,585
BCE, Inc.⁽²⁾		2,653,500		71,644,500
Bell Aliant Regional Communications, Inc.^(1)(2)(3)(5)		210,251		4,870,986
BellSouth Corp.		165,981		7,819,365
Cincinnati Bell, Inc.⁽¹⁾		169,013		772,389
Citizens Communications Co.		6,949		99,857
Deutsche Telekom AG (ADR)		1,843,732		33,555,922
Embarq Corp.		16,420		863,035
McLeod USA, Inc., Class A⁽¹⁾⁽³⁾		947		0
Qwest Communications International, Inc.⁽¹⁾		38,011		318,152
RSL Communications, Ltd., Class A^(1)(2)(3)		247,161		0
Telefonos de Mexico SA de CV (ADR)		2,883,026		81,416,654
Verizon Communications, Inc.		462,191		17,211,993
Windstream Corp.		1,105,386		15,718,589
			$	277,241,027
Electric Utilities — 0.4%
American Electric Power Co., Inc.		960	$	40,877
Duke Energy Corp.		417,250		13,856,873
Exelon Corp.		1,003,134		62,083,963
Southern Co. (The)		65,985		2,432,207
			$	78,413,920
Electrical Equipment — 0.6%
American Power Conversion Corp.		15,654	$	478,856
Emerson Electric Co.		2,533,434		111,648,436
Rockwell Automation, Inc.		160,084		9,777,931
Roper Industries, Inc.		46,244		2,323,299
Thomas & Betts Corp.⁽¹⁾		106,648		5,042,317
			$	129,270,839

See notes to financial statements
16

Tax-Managed Growth Portfolio as of December 31, 2006

PORTFOLIO OF INVESTMENTS CONT'D

Security	Shares		Value
Electronic Equipment & Instruments — 0.4%
Agilent Technologies, Inc.⁽¹⁾		451,772	$	15,744,254
Arrow Electronics, Inc.⁽¹⁾		8,750		276,063
Flextronics International, Ltd.⁽¹⁾⁽²⁾		441,607		5,069,648
Jabil Circuit, Inc.		2,082,013		51,113,419
National Instruments Corp.		278,794		7,594,349
Plexus Corp.⁽¹⁾		146,273		3,492,999
Sanmina-SCI Corp.⁽¹⁾		540,602		1,865,077
Solectron Corp.⁽¹⁾		1,670,613		5,379,374
			$	90,535,183
Energy Equipment & Services — 0.7%
Baker Hughes, Inc.		194,687	$	14,535,331
GlobalSantaFe Corp.⁽²⁾		20,000		1,175,600
Grant Prideco, Inc.⁽¹⁾		11,694		465,070
Halliburton Co.		1,251,578		38,861,497
Schlumberger, Ltd.⁽²⁾		1,178,674		74,445,050
Smith International, Inc.		120,165		4,935,177
Transocean, Inc.⁽¹⁾⁽²⁾		103,602		8,380,366
			$	142,798,091
Food & Staples Retailing — 1.8%
Casey's General Stores, Inc.		12,551	$	295,576
Costco Wholesale Corp.		928,292		49,078,798
CVS Corp.		365,636		11,301,809
Kroger Co. (The)		1,344,295		31,012,886
Safeway, Inc.		1,135,280		39,235,277
SUPERVALU, Inc.		98,710		3,528,883
Sysco Corp.		2,229,368		81,951,568
Walgreen Co.		1,063,420		48,800,344
Wal-Mart Stores, Inc.		2,141,995		98,917,329
			$	364,122,470
Food Products — 2.5%
Archer-Daniels-Midland Co.		1,376,641	$	43,997,446
Campbell Soup Co.		1,295,515		50,382,578
ConAgra Foods, Inc.		954,451		25,770,177
Dean Foods Co.⁽¹⁾		286,449		12,111,064
Del Monte Foods Co.		99,492		1,097,397
General Mills, Inc.		151,524		8,727,782
H.J. Heinz Co.		292,513		13,166,010
Hershey Co. (The)		497,578		24,779,384
J.M. Smucker Co. (The)		7,152		346,657

Security	Shares		Value
Food Products (continued)
Kellogg Co.		54,076	$	2,707,045
Kraft Foods, Inc.		465		16,601
Nestle SA⁽²⁾		275,000		97,368,672
Sara Lee Corp.		4,504,598		76,713,304
Smithfield Foods, Inc.⁽¹⁾		3,650,830		93,680,298
TreeHouse Foods, Inc.⁽¹⁾		64,797		2,021,666
Tyson Foods, Inc., Class A		265,272		4,363,724
William Wrigley Jr. Co.		996,034		51,514,878
			$	508,764,683
Gas Utilities — 0.0%
National Fuel Gas Co.		4,000	$	154,160
			$	154,160
Health Care Equipment & Supplies — 1.0%
Advanced Medical Optics, Inc.⁽¹⁾		9,834	$	346,157
Baxter International, Inc.		241,562		11,206,061
Becton, Dickinson and Co.		63,708		4,469,116
Biomet, Inc.		419,890		17,328,860
Boston Scientific Corp.⁽¹⁾		1,138,837		19,565,220
DENTSPLY International, Inc.		7,701		229,875
Edwards Lifesciences Corp.⁽¹⁾		3,070		144,413
Hillenbrand Industries, Inc.		188,606		10,737,340
Hospira, Inc.⁽¹⁾		114,611		3,848,637
Medtronic, Inc.		1,886,733		100,959,083
Medtronic, Inc.⁽³⁾⁽⁴⁾		7,500		401,074
St. Jude Medical, Inc.⁽¹⁾		84,585		3,092,428
Stryker Corp.		151,918		8,372,201
Zimmer Holdings, Inc.⁽¹⁾		302,863		23,738,402
			$	204,438,867
Health Care Providers & Services — 1.9%
AmerisourceBergen Corp.		369,925	$	16,631,828
Cardinal Health, Inc.		2,189,814		141,089,716
Caremark Rx, Inc.		1,087,504		62,107,353
CIGNA Corp.		15,036		1,978,287
Express Scripts, Inc.⁽¹⁾		74,800		5,355,680
Health Management Associates, Inc., Class A		124,425		2,626,612
Henry Schein, Inc.⁽¹⁾		1,143,408		56,004,124
McKesson Corp.		2,631		133,392
Medco Health Solutions, Inc.⁽¹⁾		174,081		9,302,889
Sunrise Senior Living, Inc.⁽¹⁾		8,000		245,760

See notes to financial statements
17

Tax-Managed Growth Portfolio as of December 31, 2006

PORTFOLIO OF INVESTMENTS CONT'D

Security	Shares		Value
Health Care Providers & Services (continued)
Tenet Healthcare Corp.⁽¹⁾		3,478	$	24,242
Unitedhealth Group		453,594		24,371,606
WellPoint, Inc.⁽¹⁾		834,692		65,681,913
			$	385,553,402
Health Care Technology — 0.0%
IMS Health, Inc.		120,055	$	3,299,111
			$	3,299,111
Hotels, Restaurants & Leisure — 1.5%
Bob Evans Farms, Inc.		49,985	$	1,710,487
Brinker International, Inc.		185,881		5,606,171
Carnival Corp.⁽²⁾		550,082		26,981,522
Darden Restaurants, Inc.		184,714		7,419,961
Gaylord Entertainment Co.⁽¹⁾		428,482		21,822,588
International Game Technology		409,904		18,937,565
International Speedway Corp., Class A		118,344		6,040,278
Jack in the Box, Inc.⁽¹⁾		74,400		4,541,376
Marriott International, Inc., Class A		395,881		18,891,441
McDonald's Corp.		915,891		40,601,448
MGM MIRAGE⁽¹⁾		188,890		10,832,842
OSI Restaurant Partners, Inc.		1,034,548		40,554,282
Papa John's International, Inc.⁽¹⁾		157,179		4,559,763
Sonic Corp.⁽¹⁾		43,809		1,049,226
Starbucks Corp.⁽¹⁾		2,254,271		79,846,279
Wyndham Worldwide Corp.⁽¹⁾		128,223		4,105,700
Yum! Brands, Inc.		247,333		14,543,180
			$	308,044,109
Household Durables — 0.4%
Blyth, Inc.		583,297	$	12,103,413
D.R. Horton, Inc.		637,557		16,888,885
Fortune Brands, Inc.		115,429		9,856,482
Leggett & Platt, Inc.		1,794,941		42,899,090
Newell Rubbermaid, Inc.		291,589		8,441,502
			$	90,189,372
Household Products — 3.1%
Clorox Co. (The)		14,873	$	954,103
Colgate-Palmolive Co.		702,684		45,843,104
Energizer Holdings, Inc.⁽¹⁾		168,981		11,995,961
Kimberly-Clark Corp.		1,398,706		95,042,073
Procter & Gamble Co. (The)		7,412,101		476,375,731
			$	630,210,972

Security	Shares		Value
Independent Power Producers & Energy Traders — 0.1%
AES Corp. (The)⁽¹⁾		40,339	$	889,072
Dynegy, Inc., Class A⁽¹⁾		22,688		164,261
TXU Corp.		196,092		10,630,147
			$	11,683,480
Industrial Conglomerates — 2.9%
3M Co.		911,246	$	71,013,401
General Electric Co.		12,987,699		483,272,280
Teleflex, Inc.		14,497		935,926
Textron, Inc.		12,838		1,203,819
Tyco International, Ltd.⁽²⁾		1,125,841		34,225,566
			$	590,650,992
Insurance — 5.8%
Aegon, N.V. (ADR)		5,182,849	$	98,214,989
AFLAC, Inc.		2,198,053		101,110,438
Allstate Corp. (The)		191,646		12,478,071
American International Group, Inc.		6,322,481		453,068,988
AON Corp.		517,325		18,282,266
Arthur J. Gallagher & Co.		557,196		16,465,142
Berkshire Hathaway, Inc., Class A⁽¹⁾		641		70,503,590
Berkshire Hathaway, Inc., Class B⁽¹⁾		40,436		148,238,376
Chubb Corp. (The)		30,869		1,633,279
Commerce Group, Inc. (The)		84,309		2,508,193
Hartford Financial Services Group, Inc. (The)		45,700		4,264,267
Lincoln National Corp.		224,854		14,930,306
Manulife Financial Corp.⁽²⁾		210,896		7,126,176
Marsh & McLennan Cos., Inc.		478,800		14,680,008
MetLife, Inc.		803,028		47,386,682
Old Republic International Corp.		300,685		6,999,947
Principal Financial Group, Inc.		113,328		6,652,354
Progressive Corp. (The)		3,784,948		91,671,441
SAFECO Corp.		161,000		10,070,550
St. Paul Travelers Cos., Inc. (The)		349,428		18,760,789
Torchmark Corp.		318,929		20,334,913
UnumProvident Corp.		53,710		1,116,094
XL Capital Ltd., Class A⁽²⁾		187,100		13,474,942
			$	1,179,971,801

See notes to financial statements
18

Tax-Managed Growth Portfolio as of December 31, 2006

PORTFOLIO OF INVESTMENTS CONT'D

Security	Shares		Value
Internet & Catalog Retail — 0.2%
Amazon.com, Inc.⁽¹⁾		42,476	$	1,676,103
Expedia, Inc.⁽¹⁾		403,096		8,456,954
IAC/InterActiveCorp⁽¹⁾		429,832		15,972,557
Liberty Media Corp. - Interactive⁽¹⁾		275,760		5,948,143
			$	32,053,757
Internet Software & Services — 0.4%
eBay, Inc.⁽¹⁾		1,257,244	$	37,805,327
Google, Inc., Class A⁽¹⁾		91,634		42,195,624
			$	80,000,951
IT Services — 2.5%
Accenture Ltd., Class A⁽²⁾		2,739,520	$	101,170,474
Acxiom Corp.		455,893		11,693,655
Affiliated Computer Services, Inc.⁽¹⁾		183,730		8,973,373
Automatic Data Processing, Inc.		1,491,647		73,463,615
BISYS Group, Inc. (The)⁽¹⁾		65,000		839,150
Computer Sciences Corp.⁽¹⁾		226,702		12,099,086
DST Systems, Inc.⁽¹⁾		72,199		4,521,823
Electronic Data Systems Corp.		1,252		34,493
Fidelity National Information Services, Inc.		42,862		1,718,338
First Data Corp.		3,488,152		89,017,639
Fiserv, Inc.⁽¹⁾		832,355		43,632,049
Gartner, Inc., Class A⁽¹⁾		30,576		605,099
Paychex, Inc.		1,623,499		64,193,150
Perot Systems Corp.⁽¹⁾		649,037		10,637,716
Safeguard Scientifics, Inc.⁽¹⁾		26,579		64,321
Western Union Co.		3,488,152		78,204,368
			$	500,868,349
Leisure Equipment & Products — 0.0%
Eastman Kodak Co.		90,761	$	2,341,634
Mattel, Inc.		30,514		691,447
			$	3,033,081
Life Sciences Tools & Services — 0.2%
Dionex Corp.⁽¹⁾		37,300	$	2,115,283
Invitrogen Corp.⁽¹⁾		429,910		24,328,607
PerkinElmer, Inc.		254,526		5,658,113
Waters Corp.⁽¹⁾		97,439		4,771,588
			$	36,873,591

Security	Shares		Value
Machinery — 3.6%
Caterpillar, Inc.		185,437	$	11,372,851
Danaher Corp.		4,060,343		294,131,247
Deere & Co.		3,312,500		314,919,375
Donaldson Co., Inc.		77,792		2,700,160
Dover Corp.		532,425		26,099,474
Illinois Tool Works, Inc.		1,656,572		76,517,061
ITT Industries, Inc.		8,428		478,879
Nordson Corp.		72,383		3,606,845
Parker Hannifin Corp.		35,571		2,734,698
			$	732,560,590
Media — 4.9%
ADVO, Inc.		750,000	$	24,450,000
Belo Corp., Class A		330,817		6,080,416
Cablevision Systems Corp., Class A		4		114
Catalina Marketing Corp.		79,803		2,194,583
CBS Corp., Class A		14,887		464,772
CBS Corp., Class B		556,629		17,355,692
Clear Channel Communications, Inc.		129,887		4,616,184
Comcast Corp., Class A⁽¹⁾		1,895,538		80,238,124
Comcast Corp., Class A Special⁽¹⁾		2,367,010		99,130,379
Discovery Holding Co., Class A⁽¹⁾		102,540		1,649,869
E.W. Scripps Co. (The), Class A		51,066		2,550,236
EchoStar Communications Corp., Class A⁽¹⁾		35,150		1,336,755
Entercom Communications Corp.		220,000		6,199,600
Gannett Co., Inc.		423,389		25,598,099
Havas SA (ADR)		3,142,938		17,367,670
Idearc, Inc.⁽¹⁾		23,103		661,901
Interpublic Group of Companies, Inc., (The)⁽¹⁾		932,692		11,416,150
Lamar Advertising Co.⁽¹⁾		241,409		15,785,735
Liberty Global, Inc., Class A⁽¹⁾		46,731		1,362,209
Liberty Global, Inc., Class C⁽¹⁾		48,416		1,355,648
Liberty Media Holding Corp.-Capital, Series A⁽¹⁾		55,152		5,403,793
Liberty Media Holding Corp.-Capital, Series B⁽¹⁾		526		51,614
Live Nation, Inc.⁽¹⁾		16,410		367,584
McClatchy Co., (The), Class A		9,394		406,760
McGraw-Hill Companies, Inc., (The)		482,884		32,845,770
New York Times Co. (The), Class A		300,468		7,319,400
News Corp., Class A		187,934		4,036,822
Omnicom Group, Inc.		2,410,418		251,985,098
Publicis Groupe⁽¹⁾		329,132		13,849,518
Time Warner, Inc.		4,059,654		88,419,264
Tribune Co.		1,694,658		52,161,573

See notes to financial statements
19

Tax-Managed Growth Portfolio as of December 31, 2006

PORTFOLIO OF INVESTMENTS CONT'D

Security	Shares		Value
Media (continued)
Univision Communications, Inc., Class A⁽¹⁾		27,009	$	956,659
Viacom, Inc., Class A⁽¹⁾		13,791		565,569
Viacom, Inc., Class B⁽¹⁾		524,573		21,523,230
Vivendi SA (ADR)		174,913		6,815,149
Walt Disney Co. (The)		4,955,298		169,818,062
Washington Post Co. (The), Class B		16,470		12,280,032
WPP Group PLC⁽²⁾		139,450		1,881,113
WPP Group PLC (ADR)		256,051		17,344,895
			$	1,007,846,041
Metals & Mining — 0.3%
Alcoa, Inc.		85,947	$	2,579,269
Nucor Corp.		741,928		40,553,784
Phelps Dodge Corp.		29,724		3,558,557
Steel Dynamics, Inc.		623,600		20,235,820
			$	66,927,430
Multiline Retail — 1.6%
99 Cents Only Stores⁽¹⁾		807,619	$	9,828,723
Dollar General Corp.		52,668		845,848
Dollar Tree Stores, Inc.⁽¹⁾		646,996		19,474,580
Family Dollar Stores, Inc.		2,249,176		65,968,332
Federated Department Stores, Inc.		231,607		8,831,175
J.C. Penney Company, Inc.		130,349		10,083,799
Nordstrom, Inc.		131,384		6,482,487
Sears Holdings Corp.⁽¹⁾		4,563		766,265
Target Corp.		3,504,497		199,931,554
			$	322,212,763
Multi-Utilities — 0.0%
Ameren Corp.		5,000	$	268,650
Dominion Resources, Inc.		3,249		272,396
PG&E Corp.		3,000		141,990
TECO Energy, Inc.		20,354		350,699
Wisconsin Energy Corp.		9,576		454,477
			$	1,488,212
Office Electronics — 0.0%
Xerox Corp.⁽¹⁾		22,878	$	387,782
Zebra Technologies Corp., Class A⁽¹⁾		13,500		469,665
			$	857,447

Security	Shares		Value
Oil, Gas & Consumable Fuels — 10.1%
Anadarko Petroleum Corp.		5,118,262	$	222,746,762
Apache Corp.		2,145,450		142,693,880
BP PLC (ADR)		5,110,159		342,891,669
Chevron Corp.		545,679		40,123,777
ConocoPhillips		6,155,436		442,883,620
Devon Energy Corp.		818,602		54,911,822
El Paso Corp.		97,665		1,492,321
Exxon Mobil Corp.		7,018,803		537,850,874
Hess Corp.		56,192		2,785,437
Kinder Morgan, Inc.		1,762,113		186,343,450
Marathon Oil Corp.		19,294		1,784,695
Murphy Oil Corp.		39,036		1,984,981
Newfield Exploration Co.⁽¹⁾		30,851		1,417,603
Royal Dutch Shell PLC (ADR)		116,941		8,278,253
Total SA (ADR)		762,250		54,821,020
Valero Energy Corp.		11,481		587,368
Williams Cos., Inc. (The)		223,515		5,838,212
			$	2,049,435,744
Paper and Forest Products — 0.1%
International Paper Co.		150,301	$	5,125,264
MeadWestvaco Corp.		45,590		1,370,435
Neenah Paper, Inc.		33,028		1,166,549
Weyerhaeuser Co.		85,020		6,006,663
			$	13,668,911
Personal Products — 0.3%
Avon Products, Inc.		173,400	$	5,729,136
Estee Lauder Cos., Inc., (The) Class A		1,160,940		47,389,571
			$	53,118,707
Pharmaceuticals — 6.6%
Abbott Laboratories		3,244,908	$	158,059,469
Allergan, Inc.		138,300		16,560,042
Bristol-Myers Squibb Co.		4,735,992		124,651,309
Eli Lilly & Co.		3,934,161		204,969,788
Forest Laboratories, Inc.⁽¹⁾		56,729		2,870,487
GlaxoSmithKline PLC (ADR)		419,815		22,149,439
Johnson & Johnson		3,883,957		256,418,841
King Pharmaceuticals, Inc.⁽¹⁾		152,305		2,424,696
Merck & Co., Inc.		2,720,051		118,594,224
Mylan Laboratories, Inc.		27,992		558,720

See notes to financial statements
20

Tax-Managed Growth Portfolio as of December 31, 2006

PORTFOLIO OF INVESTMENTS CONT'D

Security	Shares		Value
Pharmaceuticals (continued)
Novo Nordisk A/S (ADR)		269,510	$	22,539,121
Pfizer, Inc.		9,928,570		257,149,963
Schering-Plough Corp.		1,739,845		41,129,936
Sepracor, Inc.⁽¹⁾		4,000		246,320
Shering AG (ADR)		25,000		3,334,543
Teva Pharmaceutical Industries, Ltd. (ADR)		1,676,190		52,095,985
Watson Pharmaceuticals, Inc.⁽¹⁾		562,702		14,647,133
Wyeth		828,310		42,177,545
			$	1,340,577,561
Real Estate Investment Trusts (REITs) — 0.0%
ProLogis		104,563	$	6,354,294
			$	6,354,294
Real Estate Management & Development — 0.0%
Forest City Enterprises, Inc., Class A		58,779	$	3,432,694
Realogy Corp.⁽¹⁾		160,279		4,859,659
			$	8,292,353
Road & Rail — 0.1%
Avis Budget Group, Inc.		64,111	$	1,390,568
Burlington Northern Santa Fe Corp.		192,210		14,187,020
CSX Corp.		76,268		2,625,907
Heartland Express, Inc.		1		15
Kansas City Southern⁽¹⁾		6,815		197,499
Norfolk Southern Corp.		3,990		200,657
Union Pacific Corp.		14,580		1,341,652
			$	19,943,318
Semiconductors & Semiconductor Equipment — 1.9%
Agere Systems, Inc.⁽¹⁾		7,696	$	147,532
Analog Devices, Inc.		600,378		19,734,425
Applied Materials, Inc.		1,094,431		20,192,252
Broadcom Corp., Class A⁽¹⁾		911,708		29,457,286
Cypress Semiconductor Corp.⁽¹⁾		52,742		889,758
Intel Corp.		11,168,974		226,171,724
KLA-Tencor Corp.		148,373		7,381,557
Linear Technology Corp.		395,760		11,999,443
LSI Logic Corp.⁽¹⁾		132,810		1,195,290
Maxim Integrated Products, Inc.		263,099		8,056,091
Skyworks Solutions, Inc.⁽¹⁾		98,685		698,690
Teradyne, Inc.⁽¹⁾		7,248		108,430

Security	Shares		Value
Semiconductors & Semiconductor Equipment (continued)
Texas Instruments, Inc.		2,086,420	$	60,088,896
Verigy, Ltd.⁽¹⁾⁽²⁾		29,129		517,040
Xilinx, Inc.		23,033		548,416
			$	387,186,830
Software — 2.0%
Adobe Systems, Inc.⁽¹⁾		489,938	$	20,146,251
CA, Inc.		39,583		896,555
Cadence Design Systems, Inc.⁽¹⁾		269,092		4,819,438
Compuware Corp.⁽¹⁾		150,944		1,257,364
Electronic Arts, Inc.⁽¹⁾		21,405		1,077,956
Fair Isaac Corp.		236,946		9,631,855
Intuit, Inc.⁽¹⁾		997,878		30,445,258
Jack Henry & Associates, Inc.		201,006		4,301,528
Microsoft Corp.		6,910,072		206,334,750
Oracle Corp.⁽¹⁾		4,797,138		82,222,945
SAP AG (ADR)		615,900		32,704,290
Symantec Corp.⁽¹⁾		197,186		4,111,328
Wind River Systems, Inc.⁽¹⁾		59,479		609,660
			$	398,559,178
Specialty Retail — 1.8%
Abercrombie & Fitch Co., Class A		5,929	$	412,836
AutoNation, Inc.⁽¹⁾		890,018		18,975,184
Best Buy Co., Inc.		170,415		8,382,714
CarMax, Inc.⁽¹⁾		61,533		3,300,015
Circuit City Stores, Inc.		104,507		1,983,543
Gap, Inc. (The)		540,888		10,547,316
Home Depot, Inc.		4,483,290		180,048,926
Limited Brands, Inc.		603,584		17,467,721
Lowe's Companies, Inc.		1,785,216		55,609,478
Office Depot, Inc.⁽¹⁾		79,998		3,053,524
Payless ShoeSource, Inc.⁽¹⁾		23,100		758,142
Pep Boys (The) - Manny, Moe & Jack		62,500		928,750
RadioShack Corp.		502,318		8,428,896
Sherwin-Williams Co. (The)		35,899		2,282,458
Staples, Inc.		275,430		7,353,981
TJX Companies, Inc. (The)		1,716,834		48,895,432
Tween Brands, Inc.⁽¹⁾		8,057		321,716
			$	368,750,632

See notes to financial statements
21

Tax-Managed Growth Portfolio as of December 31, 2006

PORTFOLIO OF INVESTMENTS CONT'D

Security	Shares		Value
Textiles, Apparel & Luxury Goods — 1.0%
Coach, Inc.⁽¹⁾		735,936	$	31,615,811
Hanesbrands, Inc.⁽¹⁾		563,704		13,314,689
NIKE, Inc., Class B		1,529,222		151,438,855
			$	196,369,355
Thrifts & Mortgage Finance — 0.3%
Fannie Mae		335,606	$	19,931,640
Freddie Mac		146,695		9,960,591
MGIC Investment Corp.		95,045		5,944,114
Washington Mutual, Inc.		625,699		28,463,048
			$	64,299,393
Tobacco — 0.3%
Altria Group, Inc.		621,907	$	53,372,059
			$	53,372,059
Trading Companies & Distributors — 0.0%
United Rentals, Inc.⁽¹⁾		391,179	$	9,947,682
			$	9,947,682
Wireless Telecommunication Services — 0.5%
Alltel Corp.		1,421,969	$	86,000,685
Sprint Nextel Corp.		344,624		6,509,947
Telephone & Data Systems, Inc., Special Shares		25,844		1,281,862
Telephone and Data Systems, Inc.		25,844		1,404,105
Vodafone Group PLC (ADR)		299,500		8,320,110
			$	103,516,709
Total Common Stocks (identified cost $13,972,240,872)			$	20,334,849,302
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

Other Issues — 0.0%
Security	Shares		Value
Commercial Banks — 0.0%
Wachovia Corp. (Dividend Equalization Preferred Shares)⁽¹⁾		166,518	$	416
			$	416
Software — 0.0%
Seagate Technology, Inc. (Tax Refund Rights)⁽¹⁾⁽³⁾		197,392	$	0
			$	0
Total Other Issues (identified cost $39,407)			$	416
Warrants — 0.0%
Security	Shares		Value
Communications Equipment — 0.0%
Lucent Technologies, Inc.⁽¹⁾		18,106	$	5,613
			$	5,613
Total Warrants (identified cost $0)			$	5,613

See notes to financial statements
22

Tax-Managed Growth Portfolio as of December 31, 2006

PORTFOLIO OF INVESTMENTS CONT'D

Affiliated Investments — 0.1%
Description	Interest (000's omitted)		Value
Investment in Cash Management Portfolio, 4.87%⁽⁶⁾	$	21,137	$	21,136,709
Total Affiliated Investments (at amortized cost, $21,136,709)			$	21,136,709
Total Investments — 99.8% (identified cost $14,010,043,057)			$	20,355,992,040
Other Assets, Less Liabilities — 0.2%			$	31,300,207
Net Assets — 100.0%			$	20,387,292,247

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

⁽⁵⁾ Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be sold in transactions exempt from registration, normally to qualified institutional buyers. At December 31, 2006, the aggregate value of the securities is $4,870,986 or 0.02% of the Portfolio's net assets.

⁽⁶⁾ Affiliated investment investing in high quality, U.S. Dollar denominated money market instruments, and that is available to Eaton Vance portfolios and funds. The rate shown is the annualized seven-day yield as of December 31, 2006.

See notes to financial statements
23

Tax-Managed Growth Portfolio as of December 31, 2006

FINANCIAL STATEMENTS

Statement of Assets and Liabilities

As of December 31, 2006

Assets
Unaffiliated Investments, at value (identified cost, $13,988,906,348)	$	20,334,855,331
Affiliated Investments, at value (amortized cost, $21,136,709)		21,136,709
Cash		2,010
Receivable for investments sold		9,565,416
Dividends and interest receivable		28,247,780
Tax reclaim receivable		1,478,224
Total assets	$	20,395,285,470
Liabilities
Payable to affiliate for investment adviser fee	$	7,278,009
Payable to affiliate for Trustees' fees		9,161
Other accrued expenses		706,053
Total liabilities	$	7,993,223
Net Assets applicable to investors' interest in Portfolio	$	20,387,292,247
Sources of Net Assets
Net proceeds from capital contributions and withdrawals	$	14,041,287,771
Net unrealized appreciation (computed on the basis of identified cost)		6,346,004,476
Total	$	20,387,292,247

Statement of Operations

For the Year Ended
December 31, 2006

Investment Income
Dividends (net of foreign taxes, $5,508,449)	$	352,655,089
Interest		2,633,384
Security lending income, net		450,588
Interest income allocated from affiliated investment		85,831
Expense allocated from affiliated investment		(7,961	)
Total investment income	$	355,816,931
Expenses
Investment adviser fee	$	83,323,602
Trustees' fees and expenses		28,217
Custodian fee		2,217,430
Legal and accounting services		92,496
Miscellaneous		628,068
Total expenses	$	86,289,813
Deduct — Reduction of custodian fee	$	99
Total expense reductions	$	99
Net expenses	$	86,289,714
Net investment income	$	269,527,217
Realized and Unrealized Gain (Loss)
Net realized gain (loss) — Investment transactions (identified cost basis)	$	644,762,039
Foreign currency transactions		(23,541	)
Net realized gain	$	644,738,498
Change in unrealized appreciation (depreciation) — Investments (identified cost basis)	$	1,577,869,222
Foreign currency		101,821
Net change in unrealized appreciation (depreciation)	$	1,577,971,043
Net realized and unrealized gain	$	2,222,709,541
Net increase in net assets from operations	$	2,492,236,758

See notes to financial statements
24

Tax-Managed Growth Portfolio as of December 31, 2006

FINANCIAL STATEMENTS CONT'D

Statements of Changes in Net Assets

Increase (Decrease) in Net Assets	Year Ended December 31, 2006			Year Ended December 31, 2005
From operations — Net investment income	$	269,527,217		$	232,904,646
Net realized gain from investment transactions, securities sold short and foreign currency transactions		644,738,498			70,889,149
Net change in unrealized appreciation (depreciation) of investments, securities sold short and foreign currency		1,577,971,043			551,019,603
Net increase in net assets from operations	$	2,492,236,758		$	854,813,398
Capital transactions — Contributions	$	1,447,009,081		$	1,237,495,815
Withdrawals		(2,584,560,445	)		(2,200,844,762	)
Net decrease in net assets from capital transactions	$	(1,137,551,364	)	$	(963,348,947	)
Net increase (decrease) in net assets	$	1,354,685,394		$	(108,535,549	)
Net Assets
At beginning of year	$	19,032,606,853		$	19,141,142,402
At end of year	$	20,387,292,247		$	19,032,606,853

See notes to financial statements
25

Tax-Managed Growth Portfolio as of December 31, 2006

FINANCIAL STATEMENTS CONT'D

Supplementary Data

	Year Ended December 31,
	2006			2005			2004			2003			2002
Ratios/Supplemental Data
Ratios (As a percentage of average daily net assets):
Expenses before custodian fee reduction		0.45	%		0.45	%⁽²⁾		0.45	%⁽²⁾		0.45	%		0.45	%
Expenses after custodian fee reduction		0.45	%		0.45	%⁽²⁾		0.45	%⁽²⁾		0.45	%		0.45	%
Net investment income		1.39	%		1.25	%⁽²⁾		1.18	%⁽²⁾		1.05	%		0.85	%
Portfolio Turnover⁽¹⁾		1	%		0	%⁽³⁾		3	%		15	%		23	%
Total Return		13.69	%		4.70	%		9.67	%		23.88	%		(19.52	)%
Net assets, end of year (000's omitted)	$	20,387,292		$	19,032,607		$	19,141,142		$	17,609,589		$	14,571,522

⁽¹⁾ 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 7%, 6%, 10%, 21%, and 30% for 2006, 2005, 2004, 2003, and 2002, respectively.

⁽²⁾ The investment adviser waived a portion of its investment advisory fee (equal to less than 0.01% and 0.01% of average daily net assets for 2005 and 2004, respectively).

⁽³⁾ Amounts to less than 1%.

See notes to financial statements
26

Tax-Managed Growth Portfolio as of December 31, 2006

NOTES TO FINANCIAL STATEMENTS

1 Significant Accounting Policies

Tax-Managed Growth Portfolio (the Portfolio) is registered under the Investment Company Act of 1940 (the 1940 Act), 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 Global Market 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 i ndependent 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 valuation o f 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 Portfolio considering relevant factors, data and information including the market value of freely tradable securities of the same class in the principal market on which such securities are normally traded.

The Portfolio may invest in Cash Management Portfolio (Cash Management) and Cash Collateral Fund, LLC (Cash Collateral), both are affiliated investment companies managed by Boston Management and Research (BMR) and Eaton Vance Management (EVM), respectively. Cash Management values its investment securities utilizing the amortized cost valuation technique permitted by Rule 2a-7 of the 1940 Act. This technique involves initially valuing a portfolio security at its cost and thereafter assuming a constant amortization to maturity of any discount or premium. Investments in Cash Collateral are valued at the net asset value per share on the valuation date.

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

Tax-Managed Growth Portfolio as of December 31, 2006

NOTES TO FINANCIAL STATEMENTS CONT'D

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 unexpectedly, 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 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 will be a covered short sale if the underlying index or basket of securities is the same or substantially identical to securities held by the Por tfolio. 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 p rofit 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 stocks. 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 fluctuation s 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.

Tax-Managed Growth Portfolio as of December 31, 2006

NOTES TO FINANCIAL STATEMENTS CONT'D

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 year ended December 31, 2006, there were $99 in credit balances used to reduce the Portfolio's custodian fee.

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.

2 Investment Adviser Fee and Other Transactions with Affiliates

The investment adviser fee is earned by BMR, a wholly-owned subsidiary of 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. In addition, the investment adviser fee payable by the Portfolio is reduced by the Portfolio's allocable portion of the advisory fee paid by Cash Management, an affiliated investment company managed by BMR. The Portfolio's allocated portion of the advisory fee paid by Cash Management totaled $7,775 and the advisory fee incurred directly b y the Portfolio amounted to $83,323,602 for the year ended December 31, 2006. For the year ended December 31, 2006, the effective annual rate of investment advisory fees paid or accrued on a direct and indirect basis by the Portfolio, based on average net assets, was 0.43%.

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 out 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 year ended December 31, 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 year ended December 31, 2006, purchases and sales of investments, other than short-term obligations, aggregated $112,574,873 and $621,537,755, respectively. In addition, investments having an aggregate market value of $1,585,969,823 at dates of withdrawal were distributed in payment for capital withdrawals and investors contributed securities with a value of $1,240,104,202, during the year ended December 31, 2006.

4 Federal Income Tax Basis of Unrealized Appreciation (Depreciation)

The cost and unrealized appreciation (depreciation) in value of the investments owned at December 31, 2006 as computed on a federal income tax basis, were as follows:

Aggregate cost	$	4,054,619,301
Gross unrealized appreciation	$	26,261,456,216
Gross unrealized depreciation		(9,960,083,477	)
Net unrealized appreciation	$	16,301,372,739

Unrealized appreciation on foreign currency is $55,493.

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

Tax-Managed Growth Portfolio as of December 31, 2006

NOTES TO FINANCIAL STATEMENTS CONT'D

open obligations under these financial instruments at December 31, 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 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 year ended December 31, 2006.

7 Restricted Securities

At December 31, 2006, the Portfolio owned the following securities (representing less than 0.01% of net assets) which were restricted as to public resale and not registered under the Securities Act of 1933. 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	$	401,074
							$	368,372	$	401,074

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 Cash Collateral which invests in high quality money market instruments. The Portfolio earns interest on the amount invested in Cash Collateral but it must pay the broker a loan rebate fee computed as a varying percentage of the collateral received. The loan rebate fee paid by the Portfolio amounted to $2,160,185 for the year ended December 31, 2006. 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. The Portfolio did not have any securities on loan at December 31, 2006.

9 Recently Issued Accounting Pronouncements

In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157, (FAS 157) "Fair Value Measurements". FAS 157 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosure about fair value measurements. FAS 157 is effective for fiscal years beginning after November 15, 2007. Management is currently evaluating the impact the adoption of FAS 157 will have on the Portfolio's financial statement disclosures.

Tax-Managed Growth Portfolio as of December 31, 2006

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Trustees and Investors of
Tax-Managed Growth Portfolio:

We have audited the accompanying statement of assets and liabilities of Tax-Managed Growth Portfolio (the Portfolio), including the portfolio of investments, as of December 31, 2006, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the supplementary data for each of the five years in the period then ended. These financial statements and supplementary data are the responsibility of the Portfolio's management. Our responsibility is to express an opinion on these financial statements and supplementary data based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and supplementary data are free of material misstatement. The Portfolio is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Portfolio's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles u sed and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2006 by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements and supplementary data referred to above present fairly, in all material respects, the financial position of Tax-Managed Growth Portfolio as of December 31, 2006, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the supplementary data for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP
Boston, Massachusetts
February 20, 2007

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

Eaton Vance Tax-Managed Growth Fund 1.0

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

Board met nine times and the Special Committee, the Audit Committee and the Governance Committee, each of which is a 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

Eaton Vance Tax-Managed Growth Fund 1.0

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

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.

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.

Eaton Vance Tax-Managed Growth Fund 1.0

MANAGEMENT AND ORGANIZATION

Fund Management. The Trustees of Eaton Vance Series Trust (the Trust) and Tax-Managed Growth Portfolio (the Portfolio) are responsible for the overall management and supervision of the Trust's and Portfolio's affairs. The Trustees and officers of the Trust and the Portfolio are listed below. Except as indicated, each individual has held the office shown or other offices in the same company for the last five years. Trustees and officers of the Trust and the Portfolio hold indefinite terms of office. The "noninterested Trustees" consist of those Trustees who are not "interested persons" of the Trust and the Portfolio, as that term is defined under the 1940 Act. The business address of each Trustee and officer is The Eaton Vance Building, 255 State Street, Boston, Massachusetts 02109. As used below, "EVC" refers to Eaton Vance Corp., "EV" refers to Eaton Vance, Inc., "EVM" refers to Eaton Vance Management, "BMR" refers to Boston Management and Research and "EVD" refers to Eaton Vance Distributors, Inc. EVC and EV are the corporate parent and trustee, respectively, of EVM and BMR. EVD is the Fund's principal underwriter, the Portfolio's placement agent and a wholly-owned subsidiary of EVM. Each officer affiliated with Eaton Vance may hold a position with other Eaton Vance affiliates that is comparable to his or her position with EVM listed below.

Name and
Date of Birth

Position(s)
with the
Trust and
the Portfolio

Term of
Office and
Length of
Service

Principal Occupation(s)
During Past Five Years

Number of Portfolios
in Fund Complex
Overseen By
Trustee⁽¹⁾

Other Directorships Held

Interested Trustee

James B. Hawkes 11/9/41

Trustee

Since 1997

Chairman and Chief Executive Officer of EVC, BMR, EVM and EV; Director of EV; Vice President and Director of EVD. Trustee and/or officer of 170 registered investment companies in the Eaton Vance Fund Complex. Mr. Hawkes is an interested person because of his positions with BMR, EVM, EVC and EV, which are affiliates of the Trust and Portfolio.

170

Director of EVC

Noninterested Trustee(s)

Benjamin C. Esty 1/2/63

Trustee

Since 2005

Roy and Elizabeth Simmons Professor of Business Administration, Harvard University Graduate School of Business Administration (since 2003). Formerly, Associate Professor, Harvard University Graduate School of Business Administration (2000-2003).

170

None

Samuel L. Hayes, III 2/23/35

Trustee and Chairman of the Board

Trustee of the Trust since 1996; of the Portfolio since 1995 and Chairman of the Board since 2005

Jacob H. Schiff Professor of Investment Banking Emeritus, Harvard University Graduate School of Business Administration. Director of Yakima Products, Inc. (manufacturer of automotive accessories) (since 2001) and Director of Telect, Inc. (telecommunications services company).

170

Director of Tiffany & Co. (specialty retailer)

William H. Park 9/19/47

Trustee

Since 2003

Vice Chairman, Commercial Industrial Finance Corp. (specialty finance company) (since 2006). Formerly, President and Chief Executive Officer, Prizm Capital Management, LLC (investment management firm) (2002-2005). Formerly, Executive Vice President and Chief Financial Officer, United Asset Management Corporation (a holding company owning institutional investment management firms) (1982-2001).

170

None

Ronald A. Pearlman 7/10/40

Trustee

Since 2003

Professor of Law, Georgetown University Law Center.

170

None

Norton H. Reamer 9/21/35

Trustee

Trustee of the Trust since 1996 and of the Portfolio since 1995

President, Chief Executive Officer and a Director of Asset Management Finance Corp. (a specialty finance company serving the investment management industry) (since October 2003). President, Unicorn Corporation (an investment and financial advisory services company) (since September 2000). Formerly, Chairman and Chief Operating Officer, Hellman, Jordan Management Co., Inc. (an investment management company) (2000-2003). Formerly, Advisory Director of Berkshire Capital Corporation (investment banking firm) (2002-2003).

170

None

Eaton Vance Tax-Managed Growth Fund 1.0

MANAGEMENT AND ORGANIZATION CONT'D

Name and
Date of Birth

Position(s)
with the
Trust and
the Portfolio

Term of
Office and
Length of
Service

Principal Occupation(s)
During Past Five Years

Number of Portfolios
in Fund Complex
Overseen By
Trustee⁽¹⁾

Other Directorships Held

Noninterested Trustee(s) (continued)

Lynn A. Stout 9/14/57

Trustee

Since 2003

Professor of Law, University of California at Los Angeles School of Law.

170

None

Ralph F. Verni 1/26/43

Trustee

Since 2005

Consultant and private investor.

170

None

Principal Officers who are not Trustees

Name and
Date of Birth

Position(s)
with the
Trust and
the Portfolio

Term of
Office and
Length of
Service

Principal Occupation(s)
During Past Five Years

Thomas E. Faust Jr. 5/31/58

Vice President

Vice President of the Trust since 1998 and the Portfolio since 2002

President of EVC, EVM, BMR and EV and Director of EVC. Chief Investment Officer of EVC, EVM and BMR. Officer of 71 registered investment companies and 5 private investment companies managed by EVM or BMR.

Lewis R. Piantedosi 8/10/65

Vice President of the Portfolio

Since 2006

Vice President of EVM and BMR. Officer of 5 registered investment companies managed by EVM or BMR.

Duncan W. Richardson 10/26/57

President

Since 2002⁽²⁾

Executive Vice President and Chief Equity Investment Officer of EVC, EVM and BMR. Officer of 71 registered investment companies managed by EVM or BMR.

Alan R. Dynner 10/10/40

Secretary

Since 1997

Vice President, Secretary and Chief Legal Officer of BMR, EVM, EVD, EV and EVC. Officer of 170 registered investment companies managed by EVM or BMR.

Michelle A. Green 8/25/69

Treasurer

Since 2002⁽²⁾

Vice President of EVM and BMR. Officer of 63 registered investment companies managed by EVM or BMR.

Paul M. O'Neil 7/11/53

Chief Compliance Officer

Since 2004

Vice President of EVM and BMR. Officer of 170 registered investment companies managed by EVM or BMR.

⁽¹⁾ Includes both master and feeder funds in a master-feeder structure.

⁽²⁾ Prior to 2002, Ms. Green served as Assistant Treasurer of the Trust and Portfolio since 1998 and Mr. Richardson served as Vice President of the Portfolio since 1995.

The SAI for the Fund includes additional information about the Trustees and officers of the Fund and the Portfolio and can be obtained without charge on Eaton Vance's website at www.eatonvance.com or by calling 1-800-225-6265.

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

Independent Registered Public Accounting Firm
Deloitte & Touche LLP

200 Berkeley Street
Boston, MA 02116-5022

Eaton Vance Tax-Managed Growth Fund 1.0
The Eaton Vance Building
255 State Street
Boston, MA 02109

157-2/07 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 finance company). Previously, he served as President and Chief Executive Officer of Prizm Capital Management, LLC (investment management firm) and as Executive Vice President and Chief Financial Officer of United Asset Management Corporation (“UAM”) (a holding company owning institutional investment management firms). 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 and Chief Operating Officer 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

(a)-(d)

The following table presents aggregate fees billed to the registrant for the fiscal years ended December 31, 2005, and December 31, 2006 by the registrant’s principal accountant for professional services rendered for the audit of the registrant’s annual financial statements and fees billed for other services rendered by the principal accountant during those periods.

Eaton Vance Tax-Managed Growth Fund 1.0

Fiscal Years Ended	12/31/05		12/31/06

Audit Fees	$	10,705	$	11,130

Audit-Related Fees(1)	$	0	$	0

Tax Fees(2)	$	5,565	$	5,775

All Other Fees(3)	$	0	$	0

Total	$	16,270	$	16,905

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

(2) Tax fees consist of the aggregate fees billed for professional services rendered by the principal accountant relating to tax compliance, tax advice, and tax planning and specifically include fees for tax return preparation.

(3) All other fees consist of the aggregate fees billed for products and services provided by the registrant’s principal accountant other than audit, audit-related, and tax services.

During each of the fiscal years ended December 31, 2005 and December 31, 2006, $35,000 was billed by D&T, the principal accountant to the Fund for work done in connection with its Rule 17Ad-13 examination of Eaton Vance Management’s assertion that it has maintained an effective internal control structure over sub-transfer agent and registrar functions, such services being pre-approved in accordance with Rule 2-01(c)(7)(ii) of Regulation S-X.

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

The Pre-Approval Policies and the types of audit and non-audit services pre-approved therein must be reviewed and ratified by the registrant’s audit committee at least annually. The registrant’s audit committee maintains full responsibility for the appointment, compensation, and oversight of the work of the registrant’s principal accountant.

(e)(2) No services described in paragraphs (b)-(d) above were approved by the registrant’s audit committee pursuant to the “de minimis exception” set forth in Rule 2-01 (c)(7)(i)(C) of Regulation S-X.

(f) Not applicable.

(g) The following table presents (i) the aggregate non-audit fees (i.e., fees for audit-related, tax, and other services) billed to the registrant by the registrant’s principal accountant for the last two fiscal years of the registrant; and (ii) the aggregate non-audit fees (i.e., fees for audit-related, tax, and other services) billed to the Eaton Vance organization by the registrant’s principal accountant for the last two fiscal years of the registrant.

Fiscal Years Ended	12/31/05		12/31/06

Registrant	$	5,565	$	5,775

Eaton Vance (1)	$	179,500	$	69,600

(1) The investment adviser to the registrant, as well as any of its affiliates that provide ongoing services to the registrant, are subsidiaries of Eaton Vance Corp.

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

Item 5. Audit Committee of Listed registrants

Not 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:		February 20, 2007

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:		February 20, 2007

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


Date:		February 20, 2007

Eaton Vance Series Trust N-CSRCertified annual shareholder report (management investment company)