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

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number		811-02589

Eaton Vance Series Trust
(Exact name of registrant as specified in charter)

The Eaton Vance Building, 255 State Street, Boston, Massachusetts				02109
(Address of principal executive offices)				(Zip code)

Maureen A. Gemma The Eaton Vance Building, 255 State Street, Boston, Massachusetts 02109
(Name and address of agent for service)

Registrant’s telephone number, including area code:			(617) 482-8260

Date of fiscal year end:	December 31

Date of reporting period:	June 30, 2008

Item 1. Reports to Stockholders

Semiannual Report June 30, 2008

EATON VANCE
TAX-MANAGED
GROWTH
FUND
1.0

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

Privacy. The Eaton Vance organization is committed to ensuring your financial privacy. Each of the financial institutions identified below has in effect the following policy ("Privacy Policy") with respect to nonpublic personal information about its customers:

• Only such information received from you, through application forms or otherwise, and information about your Eaton Vance fund transactions will be collected. This may include information such as name, address, social security number, tax status, account balances and transactions.

• None of such information about you (or former customers) will be disclosed to anyone, except as permitted by law (which includes disclosure to employees necessary to service your account). In the normal course of servicing a customer's account, Eaton Vance may share information with unaffiliated third parties that perform various required services such as transfer agents, custodians and broker/dealers.

• Policies and procedures (including physical, electronic and procedural safeguards) are in place that are designed to protect the confidentiality of such information.

• We reserve the right to change our Privacy Policy at any time upon proper notification to you. Customers may want to review our Policy periodically for changes by accessing the link on our homepage: www.eatonvance.com.

Our pledge of privacy applies to the following entities within the Eaton Vance organization: the Eaton Vance Family of Funds, Eaton Vance Management, Eaton Vance Investment Counsel, Boston Management and Research, and Eaton Vance Distributors, Inc.

In addition, our Privacy Policy only applies to those Eaton Vance customers who are individuals and who have a direct relationship with us. If a customer's account (i.e., fund shares) is held in the name of a third-party financial adviser/broker-dealer, it is likely that only such adviser's privacy policies apply to the customer. This notice supersedes all previously issued privacy disclosures.

For more information about Eaton Vance's Privacy Policy, please call 1-800-262-1122.

Delivery of Shareholder Documents. The Securities and Exchange Commission (the "SEC") permits funds to deliver only one copy of shareholder documents, including prospectuses, proxy statements and shareholder reports, to fund investors with multiple accounts at the same residential or post office box address. This practice is often called "householding" and it helps eliminate duplicate mailings to shareholders.

Eaton Vance, or your financial adviser, may household the mailing of your documents indefinitely unless you instruct Eaton Vance, or your financial adviser, otherwise.

If you would prefer that your Eaton Vance documents not be householded, please contact Eaton Vance at 1-800-262-1122, or contact your financial adviser.

Your instructions that householding not apply to delivery of your Eaton Vance documents will be effective within 30 days of receipt by Eaton Vance or your financial adviser.

Portfolio Holdings. Each Eaton Vance Fund and its underlying Portfolio (if applicable) will file a schedule of its portfolio holdings on Form N-Q with the SEC for the first and third quarters of each fiscal year. The Form N-Q will be available on the Eaton Vance website www.eatonvance.com, by calling Eaton Vance at 1-800-262-1122 or in the EDGAR database on the SEC's website at www.sec.gov. Form N-Q may also be reviewed and copied at the SEC's public reference room in Washington, D.C. (call 1-800-732-0330 for information on the operation of the public reference room).

Proxy Voting. From time to time, funds are required to vote proxies related to the securities held by the funds. The Eaton Vance Funds or their underlying Portfolios (if applicable) vote proxies according to a set of policies and procedures approved by the Funds' and Portfolios' Boards. You may obtain a description of these policies and procedures and information on how the Funds or Portfolios voted proxies relating to portfolio securities during the most recent 12 month period ended June 30, without charge, upon request, by calling 1-800-262-1122. This description is also available on the SEC's website at www.sec.gov.

Eaton Vance Tax-Managed Growth Fund 1.0 as of June 30, 2008

INVESTMENT UPDATE


Michael A. Allison, CFA
Co-Portfolio Manager


Lewis R. Piantedosi
Co-Portfolio Manager


Yana S. Barton, CFA
Co-Portfolio Manager


Duncan W. Richardson, CFA
Co-Portfolio Manager

Economic and Market Conditions

· Equity markets remained challenging during the six months ended June 30, 2008, as concerns surrounding ailing credit markets, elevated commodity prices and a slowing global economy failed to abate. The equity markets suffered their worst quarterly loss in more than five years in the first quarter of 2008. The second quarter remained just as difficult, as investors dealt with ongoing turmoil in the financial and housing markets, creeping inflation and a continuing global economic slowdown. Major indices registered declines in the first half of the year, and the S&P 500 Index – a common gauge of U.S. domestic markets – lost 11.9% during the period. In this environment, small-cap stocks continued to lead large-cap stocks, and growth stocks outpaced their value counterparts.

· The S&P 500 Index’s sector performance varied widely during the period, with the commodity-linked energy and materials sectors faring the best and registering the Index’s only positive sector returns. The weakest-performing sectors were financials, telecommunication services and industrials. Index-leading industries during the period included energy equipment and services, gas utilities, road and rail, and metals and mining. In contrast, industries such as thrift and mortgage finance, automobiles, health care providers, and diversified financials were among the period’s worst performers.

Management Discussion

· Eaton Vance Tax-Managed Growth Fund 1.0 (the “Fund”)(1) performed in line with its benchmark, the S&P 500 Index, during the first six months of the year. Although the Fund benefited from relatively stronger overall stock selection versus the Index, sector allocation decisions negatively impacted total results.

· Throughout the period, the Fund remained overweighted in the consumer staples, industrials and consumer discretionary sectors, while continuing to underweight the utilities, materials and technology sectors. The Fund’s limited exposure to the stronger-performing utilities and materials sectors during the period, coupled with stock selection and an underweight of the energy equipment and services industry, negatively impacted performance. Additionally, the Fund’s overweight of the lagging air freight and logistics and aerospace and defense industries also negatively impacted overall results.

Eaton Vance Tax-Managed Growth Fund 1.0

Total Return Performance 12/31/07 – 6/30/08

Eaton Vance Tax-Managed Growth Fund 1.0	-11.90	%
S&P 500 Index(2)	-11.90
Lipper Large-Cap Core Funds Classification(2)	-11.49

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

(1)	The Fund currently invests its assets in Tax-Managed Growth Portfolio (the “Portfolio”), a separate registered investment company with the same objective and policies as the Fund. References to investments are to the Portfolio’s holdings.

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

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.

· Conversely, benefiting the Fund’s performance was a de-emphasis of the telecommunications sector, as well as relatively stronger stock selection within the financials and consumer discretionary sectors. The Fund’s selection of certain software and IT service names and an overweight of the consumer staples sector during the period also positively impacted performance.

· In addition, it is important to consider the Fund’s tax-managed strategy of balancing investment and tax considerations. The goal in managing a tax-managed fund is not to avoid taxes, but rather to maximize after-tax returns for long-term, tax-paying shareholders. Investment decisions are made from the perspective of shareholders interested in the level of Fund pre-tax returns and how tax-efficiently fund returns are achieved. The Fund’s after-tax return information can be found on page 4 of this report.

· We are pleased to announce that as of March 1, 2008, Michael A. Allison and Yana S. Barton have been named as co-Portfolio Managers of the Portfolio. Both Ms. Barton and Mr. Allison are Vice Presidents of Eaton Vance Management, serve as co-portfolio managers for various Eaton Vance portfolios, and are members of the Equity Strategy Committee.

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

Portfolio Composition

Top Ten Holdings*

By net assets

ConocoPhillips	3.5	%
Exxon Mobil Corp.	3.5
Procter & Gamble Co.	2.9
PepsiCo, Inc.	2.4
General Electric Co.	2.2
BP PLC ADR	2.1
Anadarko Petroleum Corp.	2.0
Danaher Corp.	1.8
Apache Corp.	1.8
Anheuser-Busch Cos., Inc.	1.8

* Top Ten Holdings represented 24.0% of the Portfolio’s net assets as of 6/30/08. Excludes cash equivalents.

Sector Weightings**

By net assets

** As a percentage of the Portfolio’s net assets as of 6/30/08. Excludes cash equivalents.

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

Eaton Vance Tax-Managed Growth Fund 1.0 as of June 30, 2008

FUND PERFORMANCE

Performance

Average Annual Total Returns (at net asset value)

Six Months	-11.90	%
One Year	-13.12
Five Years	6.61
Ten Years	3.45
Life of Fund (3/29/66)	9.67

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

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

Average Annual Total Returns

(For the periods ended June 30, 2008)

Returns at Net Asset Value (NAV)

	One Year		Five Years		Ten Years
Return Before Taxes	-13.12	%	6.61	%	3.45	%
Return After Taxes on Distributions	-13.49		6.19		3.15
Return After Taxes on Distributions and Sale of Fund Shares	-7.88		5.70		2.94

The Fund commenced investment operations 3/29/66.

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

Eaton Vance Tax-Managed Growth Fund 1.0 as of June 30, 2008

FUND EXPENSES

Example: As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchases and redemption fees (if applicable); and (2) ongoing costs, including management fees; distribution or service fees; and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (January 1, 2008 – June 30, 2008).

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

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

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

Eaton Vance Tax-Managed Growth Fund 1.0

	Beginning Account Value (1/1/08)		Ending Account Value (6/30/08)		Expenses Paid During Period* (1/1/08 – 6/30/08)
Actual	$	1,000.00	$	881.00	$	2.20
Hypothetical
(5% return per year before expenses)	$	1,000.00	$	1,022.50	$	2.36

* Expenses are equal to the Fund's annualized expense ratio of 0.47% multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period). The Example assumes that the $1,000 was invested at the net asset value per share determined at the close of business on December 31, 2007. The Example reflects the expenses of both the Fund and the Portfolio.

Eaton Vance Tax-Managed Growth Fund 1.0 as of June 30, 2008

FINANCIAL STATEMENTS (Unaudited)

Statement of Assets and Liabilities

As of June 30, 2008

Assets
Investment in Tax-Managed Growth Portfolio, at value (identified cost, $305,737,623)	$	837,065,689
Total assets	$	837,065,689
Liabilities
Payable for Fund shares redeemed	$	970,346
Payable to affiliate for Trustees' fees		41
Accrued expenses		31,159
Total liabilities	$	1,001,546
Net Assets	$	836,064,143
Sources of Net Assets
Paid-in capital	$	327,713,087
Accumulated net realized loss from Portfolio (computed on the basis of identified cost)		(4,182,457	)
Accumulated undistributed net investment income		714,619
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)		531,328,066
Total	$	836,064,143
Net Asset Value and Redemption Price Per Share
($836,064,143 ÷ 1,560,066 shares of beneficial interest outstanding)	$	535.92

Statement of Operations

For the Six Months Ended
June 30, 2008

Investment Income
Dividends allocated from Portfolio (net of foreign taxes, $165,858)	$	9,640,111
Interest allocated from Portfolio		114,890
Securities lending income allocated from Portfolio, net		30,178
Expenses allocated from Portfolio		(2,065,024	)
Net investment income from Portfolio	$	7,720,155
Expenses
Trustees' fees and expenses	$	1,145
Custodian fee		17,585
Transfer and dividend disbursing agent fees		15,240
Legal and accounting services		10,203
Printing and postage		2,517
Miscellaneous		21,172
Total expenses	$	67,862
Net investment income	$	7,652,293
Realized and Unrealized Gain (Loss) from Portfolio
Net realized gain (loss) — Investment transactions (identified cost basis)⁽¹⁾	$	26,015,839
Foreign currency transactions		1,939
Net realized gain	$	26,017,778
Change in unrealized appreciation (depreciation) — Investments (identified cost basis)	$	(150,203,117	)
Foreign currency		3,341
Net change in unrealized appreciation (depreciation)	$	(150,199,776	)
Net realized and unrealized loss	$	(124,181,998	)
Net decrease in net assets from operations	$	(116,529,705	)

⁽¹⁾ Includes net realized gains of $24,520,011 from redemptions in-kind.

See notes to financial statements
6

Eaton Vance Tax-Managed Growth Fund 1.0 as of June 30, 2008

FINANCIAL STATEMENTS CONT'D

Statements of Changes in Net Assets

Increase (Decrease) in Net Assets	Six Months Ended June 30, 2008 (Unaudited)			Year Ended December 31, 2007
From operations — Net investment income	$	7,652,293		$	15,851,650
Net realized gain from investment and foreign currency transactions		26,017,778			93,968,899
Net change in unrealized depreciation of investments and foreign currency		(150,199,776	)		(61,746,400	)
Net increase (decrease) in net assets from operations	$	(116,529,705	)	$	48,074,149
Distributions to shareholders — From net investment income	$	(6,986,393	)	$	(15,908,973	)
From net realized gain		—			(14,899,753	)
Total distributions to shareholders	$	(6,986,393	)	$	(30,808,726	)
Transactions in shares of beneficial interest — Net asset value of shares issued to shareholders in payment of distributions declared	$	1,954,157		$	9,547,781
Cost of shares redeemed		(49,441,157	)		(52,339,289	)
Net decrease in net assets from Fund share transactions	$	(47,487,000	)	$	(42,791,508	)
Net decrease in net assets	$	(171,003,098	)	$	(25,526,085	)
Net Assets
At beginning of period	$	1,007,067,241		$	1,032,593,326
At end of period	$	836,064,143		$	1,007,067,241
Accumulated undistributed net investment income included in net assets
At end of period	$	714,619		$	48,719

See notes to financial statements
7

Eaton Vance Tax-Managed Growth Fund 1.0 as of June 30, 2008

FINANCIAL STATEMENTS CONT'D

Financial Highlights

	Six Months Ended June 30, 2008			Year Ended December 31,
	(Unaudited)			2007			2006			2005			2004			2003
Net asset value — Beginning of period	$	613.190		$	603.370		$	546.870		$	530.770		$	493.870		$	410.040
Income (loss) from operations
Net investment income	$	4.828		$	9.568		$	8.023		$	6.586		$	5.964		$	4.627
Net realized and unrealized gain (loss)		(77.698	)		18.969			66.019			17.864			41.533			92.657
Total income (loss) from operations	$	(72.870	)	$	28.537		$	74.042		$	24.450		$	47.497		$	97.284
Less distributions
From net investment income	$	(4.400	)	$	(9.600	)	$	(8.030	)	$	(6.475	)	$	(5.950	)	$	(4.550	)
From net realized gain		—			(9.117	)		(9.512	)		(1.875	)		(4.647	)		(8.904	)
Total distributions	$	(4.400	)	$	(18.717	)	$	(17.542	)	$	(8.350	)	$	(10.597	)	$	(13.454	)
Net asset value — End of period	$	535.920		$	613.190		$	603.370		$	546.870		$	530.770		$	493.870
Total Return⁽¹⁾		(11.90	)%⁽⁸⁾		4.75	%		13.62	%		4.64	%		9.68	%		23.86	%
Ratios/Supplemental Data
Net assets, end of period (000's omitted)	$	836,064		$	1,007,067		$	1,032,593		$	992,851		$	1,003,639		$	979,183
Ratios (As a percentage of average daily net assets):
Expenses before custodian fee reduction⁽²⁾⁽³⁾		0.47	%⁽⁴⁾		0.46	%		0.46	%		0.46	%⁽⁵⁾		0.46	%⁽⁵⁾		0.47	%
Net investment income		1.68	%⁽⁴⁾		1.52	%		1.38	%		1.24	%		1.17	%		1.04	%
Portfolio Turnover of the Portfolio⁽⁶⁾		1	%⁽⁸⁾		2	%		1	%		0	%⁽⁷⁾		3	%		15	%

⁽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 effect of custody fee credits, if any, of less than 0.005%.

⁽⁴⁾Annualized.

⁽⁵⁾The investment adviser waived a portion of its investment adviser fee equal to less than 0.01% of average daily net assets for the years ended December 31, 2005 and 2004.

⁽⁶⁾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 2%, 6%, 7%, 6%, 10% and 21% for the six months ended June 30, 2008 and the five preceding calendar years.

⁽⁷⁾Amounts to less than 1%.

⁽⁸⁾Not annualized.

See notes to financial statements
8

Eaton Vance Tax-Managed Growth Fund 1.0 as of June 30, 2008

NOTES TO FINANCIAL STATEMENTS (Unaudited)

1 Significant Accounting Policies

Eaton Vance Tax-Managed Growth Fund 1.0 (the Fund), is a diversified series of Eaton Vance Series Trust (the Trust). The Trust is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company. The Fund invests all of its investable assets in interests of Tax-Managed Growth Portfolio (the Portfolio), a New York trust, having the same investment objective and policies as the Fund. The value of the Fund's investment in the Portfolio reflects the Fund's proportionate interest in the net assets of the Portfolio (5.1% at June 30, 2008). The performance of the Fund is directly affected by the performance of the Portfolio. The financial statements of the Portfolio, including the Portfolio of Investments, are included elsewhere in this report and should be read in conjunction with the Fund's financial statements.

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

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 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. The Fund records a provision for such tax on the last day of its fiscal year because the Internal Revenue Code provides that such tax is allocated among shareholders of record on that da te.

As of June 30, 2008, the Fund had no uncertain tax positions that would require financial statement recognition, de-recognition, or disclosure. Each of the Fund's federal tax returns filed in the 3-year period ended December 31, 2007 remains subject to examination by the Internal Revenue Service.

D 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.

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

F 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.

G 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.

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

I Interim Financial Statements — The interim financial statements relating to June 30, 2008 and for the six months then ended have not been audited by an independent registered public accounting firm, but in the opinion of the Fund's management, reflect all adjustments, consisting only of normal recurring adjustments, necessary for the fair presentation of the financial statements.

Eaton Vance Tax-Managed Growth Fund 1.0 as of June 30, 2008

NOTES TO FINANCIAL STATEMENTS (Unaudited) CONT'D

2 Distributions to Shareholders

It is the present policy of the Fund to make quarterly distributions of all or substantially all of its net investment income and to distribute annually all or substantially all of its net realized capital gains (reduced by available capital loss carryforwards from prior years, if any). Shareholders may reinvest income and capital gain distributions in additional shares of the Fund at the net asset value as of the ex–dividend date or, at the election of the shareholder, receive distributions in cash.

The Fund distinguishes between distributions on a tax basis and a financial reporting basis. Accounting principles generally accepted in the United States of America require that only distributions in excess of tax basis earnings and profits be reported in the financial statements as a return of capital. Permanent differences between book and tax accounting relating to distributions are reclassified to paid-in capital.

3 Transactions with Affiliates

Eaton Vance Management (EVM) serves as the administrator to the Fund, but receives no compensation. The Portfolio has engaged Boston Management and Research (BMR), a subsidiary of EVM, to render investment advisory services. See Note 2 of the Portfolio's Notes to Financial Statements which are included elsewhere in this report. EVM serves as the sub-transfer agent of the Fund and receives from the transfer agent an aggregate fee based upon the actual expenses incurred by EVM in the performance of these services. For the six months ended June 30, 2008, EVM earned $1,342 in sub-transfer agent fees.

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

4 Investment Transactions

For the six months ended June 30, 2008, increases and decreases in the Fund's investment in the Portfolio aggregated $764 and $53,962,052, respectively. Decreases in the Fund's investment in the Portfolio include the distribution of common stock as the result of redemptions in-kind of $48,713,469.

5 Shares of Beneficial Interest

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

	Six Months Ended June 30, 2008 (Unaudited)			Year Ended December 31, 2007
Issued to shareholders electing to receive payments of distributions in Fund shares		3,522			15,262
Redemptions		(85,794	)		(84,300	)
Net decrease		(82,272	)		(69,038	)

Tax-Managed Growth Portfolio as of June 30, 2008

PORTFOLIO OF INVESTMENTS (Unaudited)

Common Stocks — 98.4%
Security	Shares		Value
Aerospace & Defense — 3.9%
Boeing Co. (The)		973,013	$	63,946,414
General Dynamics Corp.		1,484,304		124,978,397
Honeywell International, Inc.		293,134		14,738,778
Lockheed Martin Corp.		19,800		1,953,468
Northrop Grumman Corp.		3,054,737		204,361,905
Raytheon Co.		58,540		3,294,631
Rockwell Collins, Inc.		129,632		6,217,151
United Technologies Corp.		3,701,837		228,403,343
			$	647,894,087
Air Freight & Logistics — 2.0%
CH Robinson Worldwide, Inc.		189,610	$	10,398,212
FedEx Corp.		2,095,835		165,130,840
United Parcel Service, Inc., Class B		2,606,264		160,207,048
			$	335,736,100
Airlines — 0.0%
Southwest Airlines Co.		334,163	$	4,357,486
			$	4,357,486
Auto Components — 0.2%
Delphi Corp.⁽¹⁾		5,361	$	391
Johnson Controls, Inc.		741,207		21,257,817
WABCO Holdings, Inc.		73,907		3,433,719
			$	24,691,927
Automobiles — 0.1%
DaimlerChrysler AG		24,284	$	1,497,594
Ford Motor Co.⁽¹⁾		4,330		20,827
General Motors Corp.		5,751		66,136
Harley-Davidson, Inc.		172,991		6,272,654
			$	7,857,211
Beverages — 6.2%
Anheuser-Busch Cos., Inc.		4,663,258	$	289,681,587
Brown-Forman Corp., Class A		479,732		36,469,227
Brown-Forman Corp., Class B		45,820		3,462,617
Coca-Cola Co. (The)		5,241,602		272,458,472
Coca-Cola Enterprises, Inc.		1,290,080		22,318,384
PepsiCo, Inc.		6,270,790		398,759,536
			$	1,023,149,823

Security	Shares		Value
Biotechnology — 1.1%
Amgen, Inc.⁽¹⁾		2,977,102	$	140,400,130
Biogen Idec, Inc.⁽¹⁾		212,421		11,872,210
Genentech, Inc.⁽¹⁾		11,609		881,123
Genzyme Corp.⁽¹⁾		244,608		17,616,668
Gilead Sciences, Inc.⁽¹⁾		272,329		14,419,821
			$	185,189,952
Building Products — 0.1%
Masco Corp.		778,014	$	12,238,160
			$	12,238,160
Capital Markets — 4.1%
Affiliated Managers Group, Inc.⁽¹⁾		20,520	$	1,848,031
Ameriprise Financial, Inc.		65,118		2,648,349
Bank of New York Mellon Corp. (The)		880,667		33,315,633
Charles Schwab Corp. (The)		797,107		16,372,578
Credit Suisse Group		155,136		7,081,776
Deutsche Bank AG		16,000		1,365,600
E*Trade Financial Corp.⁽¹⁾		45,935		144,236
Federated Investors, Inc., Class B		1,213,184		41,757,793
Franklin Resources, Inc.		539,468		49,442,242
Goldman Sachs Group, Inc.		1,116,548		195,284,245
Knight Capital Group, Inc., Class A⁽¹⁾		571,423		10,274,186
Legg Mason, Inc.		82,784		3,606,899
Lehman Brothers Holdings, Inc.		195,374		3,870,359
Merrill Lynch & Co., Inc.		2,120,933		67,254,785
Morgan Stanley		3,022,205		109,010,934
Northern Trust Corp.		676,568		46,392,268
Piper Jaffray Cos., Inc.⁽¹⁾		8,742		256,403
Raymond James Financial, Inc.		157,500		4,156,425
State Street Corp.		595,981		38,136,824
T. Rowe Price Group, Inc.		341,862		19,304,947
UBS AG⁽¹⁾		202,604		4,185,799
Waddell & Reed Financial, Inc., Class A		273,635		9,579,961
			$	665,290,273
Chemicals — 0.9%
Arch Chemicals, Inc.		4,950	$	164,092
Ashland, Inc.		39,261		1,892,380
Dow Chemical Co. (The)		252,695		8,821,582
E.I. Du Pont de Nemours & Co.		1,095,402		46,981,792
Ecolab, Inc.		414,911		17,837,024
Monsanto Co.		36,099		4,564,358

See notes to financial statements
11

Tax-Managed Growth Portfolio as of June 30, 2008

PORTFOLIO OF INVESTMENTS (Unaudited) CONT'D

Security	Shares		Value
Chemicals (continued)
Olin Corp.		9,900	$	259,182
PPG Industries, Inc.		14,262		818,211
Rohm and Haas Co.		2,380		110,527
Sigma-Aldrich Corp.		1,049,102		56,504,634
Tronox, Inc., Class B		3,250		9,815
Valspar Corp. (The)		716,998		13,558,432
			$	151,522,029
Commercial Banks — 3.9%
Associated Banc-Corp.		34,850	$	672,256
Banco Bilbao Vizcaya Argentaria SA ADR		76,264		1,446,728
Bank of Hawaii Corp.		69,735		3,333,333
Bank of Montreal		60,909		2,511,278
BB&T Corp.		1,490,483		33,938,298
City National Corp.		143,260		6,026,948
Comerica, Inc.		304,100		7,794,083
Commerce Bancshares, Inc.		38,695		1,534,644
Fifth Third Bancorp		2,977,021		30,306,074
First Horizon National Corp.		106,594		791,993
First Midwest Bancorp, Inc.		241,668		4,507,108
HSBC Holdings PLC		220,592		3,400,080
HSBC Holdings PLC ADR		378,428		29,025,428
Huntington Bancshares, Inc.		440,910		2,544,051
KeyCorp		482,261		5,295,226
M&T Bank Corp.		63,634		4,488,742
Marshall & Ilsley Corp.		672,512		10,309,609
National City Corp.⁽²⁾		1,191,169		5,681,876
PNC Financial Services Group, Inc.		86,068		4,914,483
Regions Financial Corp.		1,944,333		21,212,673
Royal Bank of Canada		610,067		27,251,693
Societe Generale		1,669,583		144,852,104
SunTrust Banks, Inc.		829,056		30,028,408
Synovus Financial Corp.		490,874		4,285,330
Toronto-Dominion Bank		17,915		1,115,567
Trustmark Corp.		205,425		3,625,751
U.S. Bancorp		4,879,497		136,089,171
Valley National Bancorp.		5,490		86,577
Wachovia Corp.		2,729,682		42,391,961
Wells Fargo & Co.		2,841,132		67,476,885
Westamerica Bancorporation		1,968		103,497
Zions Bancorporation		328,893		10,356,841
			$	647,398,696

Security	Shares		Value
Commercial Services & Supplies — 0.2%
ACCO Brands Corp.⁽¹⁾		15,490	$	173,953
Allied Waste Industries, Inc.⁽¹⁾		600,000		7,572,000
Avery Dennison Corp.		56,594		2,486,174
Cintas Corp.		279,410		7,407,159
Herman Miller, Inc.		150,600		3,748,434
HNI Corp.		291,437		5,146,777
PHH Corp.⁽¹⁾		20,068		308,044
Pitney Bowes, Inc.		43,177		1,472,336
RR Donnelley & Sons Co.		7,569		224,724
Waste Management, Inc.		143,738		5,420,360
			$	33,959,961
Communications Equipment — 2.9%
ADC Telecommunications, Inc.⁽¹⁾		1	$	15
Alcatel SA ADR⁽¹⁾		89,240		539,010
Cisco Systems, Inc.⁽¹⁾		8,618,587		200,468,334
Corning, Inc.		3,669,485		84,581,629
EchoStar Corp., Class A⁽¹⁾		7,030		219,477
Juniper Networks, Inc.⁽¹⁾		137,067		3,040,146
Motorola, Inc.		1,238,348		9,089,474
Nokia Oyj ADR		2,012,328		49,302,036
Nortel Networks Corp.⁽¹⁾		72,544		596,312
QUALCOMM, Inc.		2,806,558		124,526,978
Research In Motion, Ltd.⁽¹⁾		75,000		8,767,500
Tellabs, Inc.⁽¹⁾		25,118		116,799
			$	481,247,710
Computer Peripherals — 2.7%
Apple, Inc.⁽¹⁾		176,164	$	29,496,900
Dell, Inc.⁽¹⁾		4,273,087		93,495,144
EMC Corp.⁽¹⁾		1,746,375		25,654,249
Hewlett-Packard Co.		897,649		39,685,062
International Business Machines Corp.		1,713,292		203,076,501
Lexmark International, Inc., Class A⁽¹⁾		1,089,157		36,410,519
NetApp, Inc.⁽¹⁾		419,094		9,077,576
Sun Microsystems, Inc.⁽¹⁾		7,208		78,423
			$	436,974,374
Construction & Engineering — 0.0%
Jacobs Engineering Group, Inc.⁽¹⁾		87,997	$	7,101,358
			$	7,101,358

See notes to financial statements
12

Tax-Managed Growth Portfolio as of June 30, 2008

PORTFOLIO OF INVESTMENTS (Unaudited) CONT'D

Security	Shares		Value
Construction Materials — 0.1%
CRH PLC		159,526	$	4,579,115
Vulcan Materials Co.		201,862		12,067,310
			$	16,646,425
Consumer Finance — 0.7%
American Express Co.		677,156	$	25,508,467
Capital One Financial Corp.		1,718,090		65,304,601
Discover Financial Services		1,230,162		16,201,234
SLM Corp.⁽¹⁾		70,005		1,354,597
			$	108,368,899
Containers & Packaging — 0.1%
Bemis Co., Inc.		279,823	$	6,273,632
Sonoco Products Co.		38,555		1,193,277
Temple-Inland, Inc.		90,660		1,021,738
			$	8,488,647
Distributors — 0.1%
Genuine Parts Co.		188,424	$	7,476,664
			$	7,476,664
Diversified Consumer Services — 0.2%
Apollo Group, Inc., Class A⁽¹⁾		27,070	$	1,198,118
H&R Block, Inc.		1,603,312		34,310,877
			$	35,508,995
Diversified Financial Services — 1.4%
Bank of America Corp.		3,446,003	$	82,256,092
Citigroup, Inc.		2,269,303		38,033,518
CME Group, Inc.		15,159		5,808,777
ING Groep NV ADR		92,791		2,927,556
IntercontinentalExchange, Inc.⁽¹⁾		13,162		1,500,468
JPMorgan Chase & Co.		2,682,847		92,048,481
Moody's Corp.		323,702		11,148,297
			$	233,723,189
Diversified Telecommunication Services — 1.8%
AT&T, Inc.		1,589,435	$	53,548,065
BCE, Inc.		2,653,500		92,368,335
Bell Aliant Regional Communications, Inc.⁽¹⁾⁽³⁾		210,251		6,026,415
Deutsche Telekom AG ADR		1,759,603		28,804,701
Embarq Corp.		10,156		480,074
Fairpoint Communciations, Inc.		7,769		56,014
McLeod USA, Inc., Class A⁽¹⁾⁽⁴⁾		947		0

Security	Shares		Value
Diversified Telecommunication Services (continued)
RSL Communications, Ltd., Class A⁽¹⁾⁽⁴⁾		247,161	$	0
Telefonos de Mexico SA de CV ADR		2,019,435		47,820,221
Telmex Internacional SAB de CV ADR⁽¹⁾		2,019,435		32,512,903
Verizon Communications, Inc.		512,786		18,152,624
Windstream Corp.		906,552		11,186,852
			$	290,956,204
Electric Utilities — 0.6%
Duke Energy Corp.		432,532	$	7,517,406
Exelon Corp.		1,011,736		91,015,771
Southern Co. (The)		68,451		2,390,309
			$	100,923,486
Electrical Equipment — 0.8%
Emerson Electric Co.		2,529,221	$	125,069,978
Rockwell Automation, Inc.		112,400		4,915,252
Roper Industries, Inc.		46,244		3,046,555
			$	133,031,785
Electronic Equipment & Instruments — 0.4%
Agilent Technologies, Inc.⁽¹⁾		459,803	$	16,341,399
Arrow Electronics, Inc.⁽¹⁾		8,750		268,800
Flextronics International, Ltd.⁽¹⁾		480,195		4,513,833
Jabil Circuit, Inc.		1,435,596		23,558,130
National Instruments Corp.		88,674		2,515,681
Plexus Corp.⁽¹⁾		138,091		3,822,359
Tyco Electronics, Ltd.		261,877		9,380,434
			$	60,400,636
Energy Equipment & Services — 1.3%
Baker Hughes, Inc.		204,980	$	17,902,953
Halliburton Co.		900,476		47,788,261
Schlumberger, Ltd.		1,176,016		126,339,399
Transocean, Inc.⁽¹⁾		81,993		12,494,913
			$	204,525,526
Food & Staples Retailing — 2.6%
Costco Wholesale Corp.		913,115	$	64,045,886
CVS Caremark Corp.		2,389,630		94,557,659
Kroger Co. (The)		1,311,785		37,871,233
Safeway, Inc.		534,989		15,273,936
Sysco Corp.		2,322,757		63,899,045
Walgreen Co.		971,030		31,568,185
Wal-Mart Stores, Inc.		2,033,522		114,283,936
			$	421,499,880

See notes to financial statements
13

Tax-Managed Growth Portfolio as of June 30, 2008

PORTFOLIO OF INVESTMENTS (Unaudited) CONT'D

Security	Shares		Value
Food Products — 2.5%
Archer-Daniels-Midland Co.⁽⁵⁾		25,859	$	872,087
Archer-Daniels-Midland Co.		1,933,807		65,265,986
Campbell Soup Co.		1,286,000		43,029,560
ConAgra Foods, Inc.		184,395		3,555,136
Del Monte Foods Co.		21,341		151,521
General Mills, Inc.		28,272		1,718,089
H.J. Heinz Co.		124,700		5,966,895
Hershey Co. (The)		519,478		17,028,489
J.M. Smucker Co. (The)		3,166		128,666
Kellogg Co.		9,362		449,563
Kraft Foods, Inc., Class A		337,808		9,610,638
Nestle SA		2,750,000		124,286,760
Sara Lee Corp.		3,321,072		40,683,132
Smithfield Foods, Inc.⁽¹⁾		580,473		11,539,803
TreeHouse Foods, Inc.⁽¹⁾		2		49
Tyson Foods, Inc., Class A		110,347		1,648,584
Unilever NV		72,175		2,049,770
Unilever PLC ADR		1,755		49,860
William Wrigley Jr. Co.		997,504		77,585,861
			$	405,620,449
Health Care Equipment & Supplies — 1.4%
Baxter International, Inc.		244,163	$	15,611,782
Becton, Dickinson and Co.		63,708		5,179,460
Boston Scientific Corp.⁽¹⁾		1,124,134		13,815,607
Covidien, Ltd.		281,877		13,499,090
Hospira, Inc.⁽¹⁾		110,611		4,436,607
Medtronic, Inc.		2,639,819		136,610,633
St. Jude Medical, Inc.⁽¹⁾		153,032		6,255,948
Stryker Corp.		168,467		10,593,205
Zimmer Holdings, Inc.⁽¹⁾		291,816		19,858,079
			$	225,860,411
Health Care Providers & Services — 1.4%
AmerisourceBergen Corp.		368,948	$	14,754,231
Cardinal Health, Inc.		1,856,066		95,735,884
CIGNA Corp.		49,467		1,750,637
Express Scripts, Inc.⁽¹⁾		196,994		12,355,464
Health Management Associates, Inc., Class A⁽¹⁾		124,425		810,007
Henry Schein, Inc.⁽¹⁾		946,563		48,814,254
IMS Health, Inc.		120,055		2,797,281
McKesson Corp.		6,462		361,290
Medco Health Solutions, Inc.⁽¹⁾		341,920		16,138,624
PharMerica Corp.⁽¹⁾		30,682		693,106
Sunrise Senior Living, Inc.⁽¹⁾		8,000		179,840

Security	Shares		Value
Health Care Providers & Services (continued)
Tenet Healthcare Corp.⁽¹⁾		1,548	$	8,607
UnitedHealth Group, Inc.		441,856		11,598,720
WellPoint, Inc.⁽¹⁾		609,715		29,059,017
			$	235,056,962
Hotels, Restaurants & Leisure — 0.9%
Carnival Corp., Unit		542,168	$	17,869,857
Darden Restaurants, Inc.		147,345		4,706,199
International Game Technology		416,304		10,399,274
International Speedway Corp., Class A		118,344		4,618,966
Marriott International, Inc., Class A		424,554		11,140,297
McDonald's Corp.		913,251		51,342,971
Starbucks Corp.⁽¹⁾		2,248,271		35,387,786
Wyndham Worldwide Corp.		110,649		1,981,724
Yum! Brands, Inc.		241,673		8,480,306
			$	145,927,380
Household Durables — 0.2%
Blyth, Inc.		46,500	$	559,395
D.R. Horton, Inc.		639,250		6,935,862
Fortune Brands, Inc.		117,478		7,331,802
Leggett & Platt, Inc.		1,126,564		18,892,478
Newell Rubbermaid, Inc.		101,321		1,701,180
			$	35,420,717
Household Products — 3.4%
Clorox Co. (The)		31,145	$	1,625,769
Colgate-Palmolive Co.		694,712		48,004,599
Energizer Holdings, Inc.⁽¹⁾		76,555		5,595,405
Kimberly-Clark Corp.		645,207		38,570,474
Procter & Gamble Co.		7,705,163		468,550,962
			$	562,347,209
Independent Power Producers & Energy Traders — 0.0%
AES Corp. (The)⁽¹⁾		133,519	$	2,564,900
			$	2,564,900
Industrial Conglomerates — 2.6%
3M Co.		1,005,447	$	69,969,057
General Electric Co.		13,250,553		353,657,260
Textron, Inc.		43,912		2,104,702
Tyco International, Ltd.		50,145		2,007,806
			$	427,738,825

See notes to financial statements
14

Tax-Managed Growth Portfolio as of June 30, 2008

PORTFOLIO OF INVESTMENTS (Unaudited) CONT'D

Security	Shares		Value
Insurance — 4.7%
Aegon NV ADR		5,272,475	$	69,122,147
AFLAC, Inc.		2,241,995		140,797,286
Allstate Corp. (The)		191,074		8,711,064
American International Group, Inc.		6,235,727		164,997,336
AON Corp.		366,537		16,838,710
Arthur J. Gallagher & Co.		557,025		13,424,303
Berkshire Hathaway, Inc., Class A⁽¹⁾		633		76,434,750
Berkshire Hathaway, Inc., Class B⁽¹⁾		40,387		162,032,644
Chubb Corp.		28,354		1,389,630
Cincinnati Financial Corp.		66,783		1,696,288
Hartford Financial Services Group, Inc.		58,685		3,789,290
Lincoln National Corp.		142,819		6,472,557
Manulife Financial Corp.		246,658		8,561,499
Marsh & McLennan Cos., Inc.		416,952		11,070,076
MetLife, Inc.		81		4,274
Old Republic International Corp.		290,664		3,441,462
Progressive Corp.		2,706,380		50,663,434
SAFECO Corp.		8,000		537,280
Torchmark Corp.		318,929		18,705,186
Travelers Companies, Inc. (The)		341,539		14,822,793
UnumProvident Group		39,000		797,550
XL Capital Ltd., Class A		176,300		3,624,728
			$	777,934,287
Internet & Catalog Retail — 0.1%
Amazon.com, Inc.⁽¹⁾		43,801	$	3,211,927
Expedia, Inc.⁽¹⁾		403,096		7,408,904
IAC/InterActiveCorp⁽¹⁾		429,832		8,287,161
			$	18,907,992
Internet Software & Services — 1.2%
Akamai Technologies, Inc.⁽¹⁾		530,000	$	18,438,700
eBay, Inc.⁽¹⁾		1,266,744		34,620,114
Google, Inc., Class A⁽¹⁾		267,204		140,661,530
			$	193,720,344
IT Services — 2.1%
Accenture, Ltd., Class A		2,739,520	$	111,553,254
Acxiom Corp.		74,785		859,280
Automatic Data Processing, Inc.		1,464,001		61,341,642
Broadridge Financial Solutions, Inc.		23,891		502,906
Computer Sciences Corp.⁽¹⁾		226,702		10,618,722
DST Systems, Inc.⁽¹⁾		22,600		1,244,130

Security	Shares		Value
IT Services (continued)
Electronic Data Systems Corp.		1,252	$	30,849
Fiserv, Inc.⁽¹⁾		836,355		37,945,426
Gartner, Inc., Class A⁽¹⁾		30,575		633,514
Metavante Technologies, Inc.⁽¹⁾		201,899		4,566,955
Paychex, Inc.		983,290		30,757,311
Perot Systems Corp.⁽¹⁾		321,536		4,826,255
Total System Services, Inc.		223,188		4,959,237
Western Union Co.		3,320,585		82,084,861
			$	351,924,342
Leisure Equipment & Products — 0.0%
Eastman Kodak Co.		3,791	$	54,704
Mattel, Inc.		22,565		386,313
			$	441,017
Life Sciences Tools & Services — 0.2%
Dionex Corp.⁽¹⁾		37,300	$	2,475,601
Invitrogen Corp.⁽¹⁾		693,826		27,239,609
PerkinElmer, Inc.		34,000		946,900
Thermo Fisher Scientific, Inc.⁽¹⁾		18,700		1,042,151
			$	31,704,261
Machinery — 4.2%
Caterpillar, Inc.		215,929	$	15,939,879
Danaher Corp.		3,893,159		300,941,191
Deere & Co.		3,469,340		250,243,494
Dover Corp.		653,465		31,608,102
Illinois Tool Works, Inc.		1,707,680		81,131,877
ITT Industries, Inc.		8,428		533,745
Parker Hannifin Corp.		45,658		3,256,329
			$	683,654,617
Media — 3.9%
CBS Corp., Class A		4,000	$	77,920
CBS Corp., Class B		314,704		6,133,581
Citadel Broadcasting Corp.⁽¹⁾		9,621		11,738
Comcast Corp., Class A		2,774,705		52,636,154
Comcast Corp., Class A Special		3,545,407		66,511,835
Discovery Holding Co., Class A⁽¹⁾		16,629		365,173
DISH Network Corp., Class A⁽¹⁾		35,150		1,029,192
E.W. Scripps Co. (The), Class A		51,066		2,121,282
Entercom Communications Corp.		220,000		1,544,400
Gannett Co., Inc.		475,121		10,295,872

See notes to financial statements
15

Tax-Managed Growth Portfolio as of June 30, 2008

PORTFOLIO OF INVESTMENTS (Unaudited) CONT'D

Security	Shares		Value
Media (continued)
Havas Advertising		3,047,734	$	11,177,581
Idearc, Inc.		16,752		39,367
Interpublic Group of Cos., Inc.⁽¹⁾		767,671		6,601,971
Liberty Global, Inc., Series A⁽¹⁾		3,140		98,690
Liberty Global, Inc., Series C⁽¹⁾		3,140		95,330
Liberty Entertainment, Series A⁽¹⁾		33,260		805,890
Liberty Interactive, Series A⁽¹⁾		41,572		613,603
Liberty Capital, Class A		8,315		119,736
Live Nation, Inc.⁽¹⁾		8,750		92,575
McGraw-Hill Cos., Inc. (The)		499,647		20,045,838
New York Times Co. (The), Class A		22,468		345,783
News Corp., Class A		188,031		2,827,986
Omnicom Group, Inc.		4,812,634		215,991,014
Publicis Groupe		329,132		10,626,659
Time Warner, Inc.		4,002,679		59,239,649
Viacom, Inc., Class A⁽¹⁾		4,000		122,440
Viacom, Inc., Class B⁽¹⁾		298,748		9,123,764
Vivendi SA		128,988		4,867,052
Walt Disney Co.		4,887,643		152,494,462
Washington Post Co., Class B		12,870		7,553,403
WPP Group PLC ADR		67,544		3,229,954
			$	646,839,894
Metals & Mining — 0.0%
Alcoa, Inc.		85,947	$	3,061,432
Freeport-McMoRan Copper & Gold, Inc., Class B		21,456		2,514,429
			$	5,575,861
Multiline Retail — 1.1%
Dollar Tree, Inc.⁽¹⁾		30,000	$	980,700
Family Dollar Stores, Inc.		287,608		5,734,904
JC Penney Co., Inc.		98,429		3,571,988
Macy's, Inc.		230,860		4,483,301
Nordstrom, Inc.		131,384		3,980,935
Sears Holdings Corp.⁽¹⁾		4,107		302,522
Target Corp.		3,610,237		167,839,918
			$	186,894,268
Multi-Utilities — 0.0%
Ameren Corp.		5,000	$	211,150
PG&E Corp.		3,000		119,070
Wisconsin Energy Corp.		9,576		433,027
			$	763,247

Security	Shares		Value
Office Electronics — 0.0%
Xerox Corp.		10,000	$	135,600
Zebra Technologies Corp., Class A⁽¹⁾		13,500		440,640
			$	576,240
Oil, Gas & Consumable Fuels — 14.2%
Anadarko Petroleum Corp.		4,381,890	$	327,940,648
Apache Corp.		2,147,950		298,565,050
BP PLC ADR		4,848,301		337,296,301
Chevron Corp.		703,788		69,766,504
ConocoPhillips		6,175,750		582,929,043
Devon Energy Corp.		568,771		68,343,523
El Paso Corp.		97,665		2,123,237
Exxon Mobil Corp.		6,572,368		579,222,792
Hess Corp.		53,765		6,784,605
Marathon Oil Corp.		177,844		9,224,768
Murphy Oil Corp.		78,679		7,714,476
Royal Dutch Shell PLC ADR, Class A		157,131		12,839,174
Royal Dutch Shell PLC ADR, Class B		9,594		768,575
Spectra Energy Corp.		263,315		7,567,673
Suncor Energy, Inc.		8,100		470,772
Total SA ADR		154,652		13,187,176
Williams Cos., Inc.		223,515		9,009,890
			$	2,333,754,207
Paper and Forest Products — 0.1%
International Paper Co.		139,946	$	3,260,742
Neenah Paper, Inc.		7,381		123,336
Weyerhaeuser Co.		85,055		4,349,713
			$	7,733,791
Personal Products — 0.0%
Avon Products, Inc.		104,000	$	3,746,080
Estee Lauder Cos., Inc., Class A		13,035		605,476
			$	4,351,556
Pharmaceuticals — 7.8%
Abbott Laboratories		3,834,712	$	203,124,695
Allergan, Inc.		282,162		14,686,532
Bristol-Myers Squibb Co.		3,890,450		79,870,939
Eli Lilly & Co.		4,403,703		203,274,930
Forest Laboratories, Inc.⁽¹⁾		56,729		1,970,765
GlaxoSmithKline PLC ADR		442,201		19,554,128
Johnson & Johnson		3,897,694		250,777,632

See notes to financial statements
16

Tax-Managed Growth Portfolio as of June 30, 2008

PORTFOLIO OF INVESTMENTS (Unaudited) CONT'D

Security	Shares		Value
Pharmaceuticals (continued)
King Pharmaceuticals, Inc.⁽¹⁾		152,305	$	1,594,633
Merck & Co., Inc.		2,191,690		82,604,796
Mylan, Inc.⁽¹⁾		6,832		82,462
Novo Nordisk A/S ADR		365,229		24,105,114
Pfizer, Inc.		12,476,193		217,959,092
Schering-Plough Corp.		1,809,728		35,633,544
Shering AG ADR		25,000		4,077,500
Teva Pharmaceutical Industries, Ltd. ADR		1,676,674		76,791,669
Watson Pharmaceuticals, Inc.⁽¹⁾		558,195		15,166,158
Wyeth Corp.		909,627		43,625,711
			$	1,274,900,300
Real Estate Management & Development — 0.0%
Forest City Enterprises, Inc., Class A		56,500	$	1,820,430
Forestar Real Estate Group, Inc.⁽¹⁾		30,220		575,691
			$	2,396,121
Road & Rail — 0.1%
Avis Budget Group, Inc.⁽¹⁾		55,110	$	461,271
Burlington Northern Santa Fe Corp.		55,466		5,540,499
CSX Corp.		3,276		205,766
Norfolk Southern Corp.		3,090		193,650
Union Pacific Corp.		131,038		9,893,369
			$	16,294,555
Semiconductors & Semiconductor Equipment — 2.4%
Analog Devices, Inc.		585,574	$	18,603,686
Applied Materials, Inc.		1,090,431		20,816,328
Broadcom Corp., Class A⁽¹⁾		979,183		26,721,904
Cypress Semiconductor Corp.⁽¹⁾		52,742		1,305,365
Intel Corp.		11,550,887		248,113,053
KLA-Tencor Corp.		148,373		6,040,265
Linear Technology Corp.		123,388		4,018,747
LSI Corp.⁽¹⁾		141,203		866,986
Maxim Integrated Products, Inc.		263,099		5,564,544
Skyworks Solutions, Inc.⁽¹⁾		60,075		592,940
Teradyne, Inc.⁽¹⁾		6,799		75,265
Texas Instruments, Inc.		2,187,871		61,610,447
Verigy, Ltd.⁽¹⁾		4,119		93,542
Xilinx, Inc.		24,830		626,958
			$	395,050,030

Security	Shares		Value
Software — 2.5%
Adobe Systems, Inc.⁽¹⁾		490,317	$	19,313,587
CA, Inc.		50,753		1,171,887
Compuware Corp.⁽¹⁾		150,944		1,440,006
Electronic Arts, Inc.⁽¹⁾		21,405		951,024
Intuit, Inc.⁽¹⁾		556,959		15,355,360
Microsoft Corp.		7,252,451		199,514,927
Oracle Corp.⁽¹⁾		7,225,244		151,730,124
SAP AG ADR		400,000		20,844,000
Symantec Corp.⁽¹⁾		225,808		4,369,385
Wind River Systems, Inc.⁽¹⁾		1,304		14,201
			$	414,704,501
Specialty Retail — 1.3%
Abercrombie & Fitch Co., Class A		4,015	$	251,660
Best Buy Co., Inc.		280,415		11,104,434
Collective Brands, Inc.⁽¹⁾		23,100		268,653
Gap, Inc. (The)		89,138		1,485,930
Home Depot, Inc.		4,202,352		98,419,084
Limited Brands, Inc.		168,863		2,845,342
Lowe's Companies, Inc.		2,009,818		41,703,724
RadioShack Corp.		74,318		911,882
Sherwin-Williams Co. (The)		500		22,965
Staples, Inc.		275,430		6,541,463
TJX Companies, Inc. (The)		1,718,239		54,072,981
			$	217,628,118
Textiles, Apparel & Luxury Goods — 1.3%
Coach, Inc.⁽¹⁾		718,638	$	20,754,265
Hanesbrands, Inc.⁽¹⁾		397,459		10,787,037
Nike, Inc., Class B		3,058,444		182,313,847
			$	213,855,149
Thrifts & Mortgage Finance — 0.1%
Federal National Mortgage Association		301,648	$	5,885,152
Freddie Mac		146,695		2,405,798
Guaranty Financial Group, Inc.⁽¹⁾		30,220		162,281
MGIC Investment Corp.		95,045		580,725
Washington Mutual, Inc.		615,972		3,036,742
			$	12,070,698
Tobacco — 0.2%
Altria Group, Inc.		414,187	$	8,515,685
Philip Morris International, Inc.		585,896		28,937,403
			$	37,453,088

See notes to financial statements
17

Tax-Managed Growth Portfolio as of June 30, 2008

PORTFOLIO OF INVESTMENTS (Unaudited) CONT'D

Security	Shares		Value
Trading Companies & Distributors — 0.0%
United Rentals, Inc.⁽¹⁾		1,274	$	24,983
			$	24,983
Wireless Telecommunication Services — 0.1%
Sprint Nextel Corp.		438,673	$	4,167,393
Telephone and Data Systems, Inc.		9,252		437,342
Telephone and Data Systems, Inc., Special Shares		24,636		1,086,448
Vodafone Group PLC ADR		302,728		8,918,367
			$	14,609,550
Total Common Stocks (identified cost $12,712,187,317)			$	16,170,459,353
Convertible Preferred Stocks — 0.0%
Security	Shares		Value
Independent Power Producers & Energy Traders — 0.0%
Enron Corp.⁽¹⁾⁽⁴⁾		11,050	$	0
Total Convertible Preferred Stocks (identified cost $16,626,069)			$	0
Other Investments — 0.0%
Security	Shares		Value
Commercial Banks — 0.0%
Wachovia Corp. (Dividend Equalization Preferred Shares)⁽¹⁾		166,518	$	416
			$	416
Software — 0.0%
Seagate Technology, Inc. (Tax Refund Rights)⁽¹⁾⁽⁴⁾		197,392	$	0
Total Other Investments (identified cost $39,407)			$	416

Short-Term Investments — 1.4%
Description	Shares/Interest (000's omitted)		Value
Eaton Vance Cash Collateral Fund LLC, 2.83%⁽⁶⁾⁽⁷⁾	$	4,130	$	4,129,505
Investment in Cash Management Portfolio, 2.28%⁽⁶⁾		217,199		217,198,595
Total Short-Term Investments (identified cost $221,328,100)			$	221,328,100
Total Investments — 99.8% (identified cost $12,950,180,893)			$	16,391,787,869
Other Assets, Less Liabilities — 0.2%			$	34,608,407
Net Assets — 100.0%			$	16,426,396,276

ADR - American Depository Receipt

⁽¹⁾Non-income producing security.

⁽²⁾All or a portion of this security was on loan at June 30, 2008.

⁽³⁾Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be sold in transactions exempt from registration, normally to qualified institutional buyers. At June 30, 2008, the aggregate value of the securities is $6,026,415 or 0.04% of the Portfolio's net assets.

⁽⁴⁾Security valued at fair value using methods determined in good faith by or at the direction of the Trustees.

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

⁽⁶⁾Affiliated investment company available to Eaton Vance portfolios and funds which invests in high quality, U.S. dollar denominated money market instruments. The rate shown is the annualized seven-day yield as of June 30, 2008.

⁽⁷⁾The amount invested in Eaton Vance Cash Collateral Fund, LLC represents cash collateral received for securities on loan at June 30, 2008. Other Assets, Less Liabilities includes an equal and offsetting liability of the Portfolio to repay collateral amounts upon the return of loaned securities.

See notes to financial statements
18

Tax-Managed Growth Portfolio as of June 30, 2008

FINANCIAL STATEMENTS (Unaudited)

Statement of Assets and Liabilities

As of June 30, 2008

Assets
Unaffiliated investments, at value, including $3,956,066 of securities on loan (identified cost, $12,728,852,793)	$	16,170,459,769
Affiliated investments, at value (identified cost, $221,328,100)		221,328,100
Receivable for investments sold		18,955,865
Dividends and interest receivable		23,962,072
Interest receivable from affiliated investments		312,707
Securities lending income receivable		326,236
Tax reclaims receivable		2,280,131
Total assets	$	16,437,624,880
Liabilities
Collateral for securities loaned	$	4,129,505
Payable to affiliate for investment adviser fee		6,190,336
Payable to affiliate for Trustees' fees		298
Other accrued expenses		908,465
Total liabilities	$	11,228,604
Net Assets applicable to investors' interest in Portfolio	$	16,426,396,276
Sources of Net Assets
Net proceeds from capital contributions and withdrawals	$	12,984,532,933
Net unrealized appreciation (computed on the basis of identified cost)		3,441,863,343
Total	$	16,426,396,276

Statement of Operations

For the Six Months Ended
June 30, 2008

Investment Income
Dividends (net of foreign taxes, $3,470,617)	$	188,498,732
Interest		534
Securities lending income, net		781,530
Interest income allocated from affiliated investments		2,056,635
Expenses allocated from affiliated investments		(298,460	)
Total investment income	$	191,038,971
Expenses
Investment adviser fee	$	38,607,464
Trustees' fees and expenses		7,265
Custodian fee		1,282,924
Legal and accounting services		100,337
Miscellaneous		112,294
Total expenses	$	40,110,284
Deduct — Reduction of custodian fee	$	12
Total expense reductions	$	12
Net expenses	$	40,110,272
Net investment income	$	150,928,699
Realized and Unrealized Gain (Loss)
Net realized gain (loss) — Investment transactions (identified cost basis)⁽¹⁾	$	209,747,568
Foreign currency transactions		38,877
Net realized gain	$	209,786,445
Change in unrealized appreciation (depreciation) — Investments (identified cost basis)	$	(2,664,672,116	)
Foreign currency		65,171
Net change in unrealized appreciation (depreciation)	$	(2,664,606,945	)
Net realized and unrealized loss	$	(2,454,820,500	)
Net decrease in net assets from operations	$	(2,303,891,801	)

⁽¹⁾ Includes net realized gains of $263,604,207 from redemptions in-kind.

See notes to financial statements
19

Tax-Managed Growth Portfolio as of June 30, 2008

FINANCIAL STATEMENTS CONT'D

Statements of Changes in Net Assets

Increase (Decrease) in Net Assets	Six Months Ended June 30, 2008 (Unaudited)			Year Ended December 31, 2007
From operations — Net investment income	$	150,928,699		$	313,617,864
Net realized gain from investment and foreign currency transactions		209,786,445			891,474,938
Net change in unrealized appreciation (depreciation) of investments and foreign currency		(2,664,606,945	)		(239,534,188	)
Net increase (decrease) in net assets from operations	$	(2,303,891,801	)	$	965,558,614
Capital transactions — Contributions	$	592,087,639		$	1,526,283,139
Withdrawals		(1,725,960,792	)		(3,014,972,770	)
Net decrease in net assets from capital transactions	$	(1,133,873,153	)	$	(1,488,689,631	)
Net decrease in net assets	$	(3,437,764,954	)	$	(523,131,017	)
Net Assets
At beginning of period	$	19,864,161,230		$	20,387,292,247
At end of period	$	16,426,396,276		$	19,864,161,230

See notes to financial statements
20

Tax-Managed Growth Portfolio as of June 30, 2008

FINANCIAL STATEMENTS CONT'D

Supplementary Data

	Six Months Ended June 30, 2008			Year Ended December 31,
	(Unaudited)			2007			2006			2005			2004			2003
Ratios/Supplemental Data
Ratios (As a percentage of average daily net assets):
Expenses before custodian fee reduction⁽¹⁾		0.45	%⁽²⁾		0.44	%		0.45	%		0.45	%⁽³⁾		0.45	%⁽³⁾		0.45	%
Net investment income		1.69	%⁽²⁾		1.52	%		1.39	%		1.25	%⁽³⁾		1.18	%⁽³⁾		1.05	%
Portfolio Turnover⁽⁴⁾		1	%⁽⁶⁾		2	%		1	%		0	%⁽⁵⁾		3	%		15	%
Total Return		(11.97	)%⁽⁶⁾		4.72	%		13.69	%		4.70	%		9.67	%		23.88	%
Net assets, end of period (000's omitted)	$	16,426,396		$	19,864,161		$	20,387,292		$	19,032,607		$	19,141,142		$	17,609,589

⁽¹⁾ Excludes the effect of custody fee credits, if any, of less than 0.005%.

⁽²⁾ Annualized.

⁽³⁾ The investment adviser waived a portion of its investment adviser fee equal to less than 0.01% and 0.01% of average daily net assets for 2005 and 2004, respectively.

⁽⁴⁾ Excludes the value of the portfolio securities contributed or distributed as a result of in-kind shareholder transactions. The total turnover rate of the Portfolio including in-kind contributions and distributions was 2%, 6%, 7%, 6%, 10%, and 21% for the six months ended June 30, 2008 and the five preceding calendar years.

⁽⁵⁾ Amounts to less than 1%.

⁽⁶⁾ Not annualized.

See notes to financial statements
21

Tax-Managed Growth Portfolio as of June 30, 2008

NOTES TO FINANCIAL STATEMENTS (Unaudited)

1 Significant Accounting Policies

Tax-Managed Growth Portfolio (the Portfolio) is a New York trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as a diversified, open-end management investment company. The Portfolio's investment objective is to achieve long-term, after-tax returns for its interestholders through investing in a diversified portfolio of equity securities. The Declaration of Trust permits the Trustees to issue interests in the Portfolio. At June 30, 2008, Eaton Vance Tax-Managed Growth Fund 1.0, Eaton Vance Tax-Managed Growth Fund 1.1, and Eaton Vance Tax-Managed Growth Fund 1.2 held an interest of 5.1%, 12.9%, and 6.1%, respectively, in the Portfolio.

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

A Investment Valuations — Equity securities listed on a U.S. securities exchange generally are valued at the last sale price on the day of valuation or, if no sales took place on such date, at the mean between the closing bid and asked prices therefore on the exchange where such securities are principally traded. Equity securities listed on the NASDAQ Global or Global Select Market generally are valued at the NASDAQ official closing price. Unlisted or listed securities for which closing sales prices or closing quotations are not available are valued at the mean between the latest available bid and asked prices or, in the case of preferred equity securities that are not listed or traded in the over-the - -counter market, by an independent pricing service. The value of preferred equity securities that are valued by a pricing service on a bond basis will be adjusted by an income factor, to be determined by the investment adviser, to reflect the next anticipated regular dividend. The daily valuation of exchange-traded foreign securities generally is determined as of the close of trading on the principal exchange on which such securities trade. Events occurring after the close of trading on foreign exchanges may result in adjustments to the valuation of foreign securities to more accurately reflect their fair value as of the close of regular trading on the New York Stock Exchange. When valuing foreign equity securities that meet certain criteria, the Trustees have approved the use of a fair value service that values such securities to reflect market trading that occurs after the close of the applicable foreign markets of comparable securities or other instruments that have a strong correlation to the fair-valued securities. Foreign securities and currencies are valued in U.S. dollars, based on foreign currency exchange rate quotations supplied by an independent quotation service. The independent service uses a proprietary model to determine the exchange rate. Inputs to the model include reported trades and implied bid/ask spreads. Short-term debt securities with a remaining maturity of sixty days or less (excluding those that are non-U.S. dollar denominated, which typically are valued by a pricing service or dealer quotes) are valued at amortized cost, which approximates market value. If short-term debt securities are acquired with a remaining maturity of more than sixty days, they will be valued by a pricing service. Exchange-traded options are valued at the last sale price for the day of valuation as quoted on the principal exchange or board of trade on which the options are traded or, in the absence of sales on such date, at the mean between the latest bid and asked prices therefore. Financial futures contracts listed on commodity exchanges are valued based on the closing price on the primary exchange on which such contracts trade. Investments for which valuations or market quotations are not readily available are valued at fair value using methods determined in good faith by or at the direction of the Trustees of the Portfolio considering relevant factors, data and information including the market value of freely tradable securities of the same class in the principal market on which such securities are normally traded.

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

B Investment Transactions — Investment transactions for financial statement purposes are accounted for on a trade date basis. Realized gains and losses on investments sold are determined on the basis of identified cost.

C Income — Dividend income is recorded on the ex-dividend date for dividends received in cash and/or securities. However, if the ex-dividend date has passed, certain dividends from foreign securities are recorded as the

Tax-Managed Growth Portfolio as of June 30, 2008

NOTES TO FINANCIAL STATEMENTS (Unaudited) CONT'D

Fund is informed of the ex-dividend date. Withholding taxes on foreign dividends and capital gains have been provided for in accordance with the Portfolio's understanding of the applicable countries' tax rules and rates. Interest income is recorded on the basis of interest accrued, adjusted for amortization of premium or accretion of discount.

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

As of June 30, 2008, the Portfolio had no uncertain tax positions that would require financial statement recognition, de-recognition, or disclosure. Each of the Portfolio's federal tax returns filed in the 3-year period ended December 31, 2007 remains subject to examination by the Internal Revenue Service.

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

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

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

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

I Interim Financial Statements — The interim financial statements relating to June 30, 2008 and for the six months then ended have not been audited by an independent registered public accounting firm, but in the opinion of the Portfolio's management, reflect all adjustments, consisting only of normal recurring adjustments, necessary for the fair presentation of the financial statements.

2 Investment Adviser Fee and Other Transactions with Affiliates

The investment adviser fee is earned by BMR, a subsidiary of EVM, as compensation for investment advisory services rendered to the Portfolio. The fee is computed at an annual rate of 0.625% of the average daily net assets of the

Tax-Managed Growth Portfolio as of June 30, 2008

NOTES TO FINANCIAL STATEMENTS (Unaudited) CONT'D

Portfolio up to $500 million. The advisory fee on net assets of $500 million or more is reduced as follows:

Average Daily Net Assets For the Month	Annual Fee Rate (for each level)
$500 million but less than $1 billion		0.5625	%
$1 billion but less than $1.5 billion		0.5000	%
$1.5 billion but less than $7 billion		0.4375	%
$7 billion but less than $10 billion		0.4250	%
$10 billion but less than $15 billion		0.4125	%
$15 billion but less than $20 billion		0.4000	%
$20 billion but less than $25 billion		0.3900	%
$25 billion and over		0.3800	%

The portion of the adviser fee payable by Cash Management on the Portfolio's investment of cash therein is credited against the Portfolio's adviser fees. For the six months ended June 30, 2008, the Portfolio's adviser fee totaled $38,896,828 of which $289,364 was allocated from Cash Management and $38,607,464 was paid or accrued directly by the Portfolio. For the six months ended June 30, 2008, the Portfolio's adviser fee, including the portion allocated from Cash Management, was 0.43% of the Portfolio's average daily net assets.

Except for Trustees of the Portfolio who are not members of EVM's or BMR's organizations, officers and Trustees receive remuneration for their services to the Portfolio out of the investment adviser fee. Trustees of the Portfolio who are not affiliated with the investment adviser may elect to defer receipt of all or a percentage of their annual fees in accordance with the terms of the Trustees Deferred Compensation Plan. For the six months ended June 30, 2008, no significant amounts have been deferred. Certain officers and Trustees of the Portfolio are officers of the above organizations.

3 Purchases and Sales of Investments

Purchases and sales of investments, other than short-term obligations, aggregated $154,478,290 and $281,464,042, respectively, for the six months ended June 30, 2008. In addition, investments having an aggregate market value of $1,159,705,033 at dates of withdrawal were distributed in payment for capital withdrawals and investors contributed securities with a value of $169,066,336, during the six months ended June 30, 2008.

4 Federal Income Tax Basis of Investments

The cost and unrealized appreciation (depreciation) of investments of the Portfolio at June 30, 2008 as determined on a federal income tax basis were as follows:

Aggregate cost	$	4,256,857,183
Gross unrealized appreciation	$	20,835,110,304
Gross unrealized depreciation		(8,700,179,618	)
Net unrealized appreciation	$	12,134,930,686

5 Restricted Securities

At June 30, 2008, the Portfolio owned the following securities (representing less than 0.01% of net assets) which were restricted as to public resale and not registered under the Securities Act of 1933 (excluding Rule 144A securities). The Portfolio has various registration rights (exercisable under a variety of circumstances) with respect to these securities. The fair value of these securities is determined based on valuations provided by brokers when available, or if not available, they are valued at fair value using methods determined in good faith by or at the direction of the Trustees.

Description	Date of Acquisition	Eligible for Resale	Shares		Cost		Value
Common Stocks
Archer-Daniels-Midland Co.	12/13/07	12/13/2008		25,859	$	1,000,017	$	872,087
Total Restricted Securities					$	1,000,017	$	872,087

6 Financial Instruments

The Portfolio may trade in financial instruments with off-balance sheet risk in the normal course of its investing activities to assist in managing exposure to various market risks. These financial instruments may include written options, forward foreign currency exchange contracts and financial futures contracts and may involve, to a varying degree, elements of risk in excess of the amounts recognized for financial statement purposes. The notional or contractual amounts of these instruments represent the investment the Portfolio has in particular classes of financial instruments and does not necessarily represent the amounts potentially subject to risk. The measurement of the risks associated with these instruments is meaningful only when all related and offsetting transactions are considered. At June 30, 2008, there were no obligations outstanding under these financial instruments.

Tax-Managed Growth Portfolio as of June 30, 2008

NOTES TO FINANCIAL STATEMENTS (Unaudited) CONT'D

7 Line of Credit

The Portfolio participates with other portfolios and funds managed by EVM and its affiliates in a $200 million unsecured line of credit agreement with a group of banks. Borrowings are made by the Portfolio solely to facilitate the handling of unusual and/or unanticipated short-term cash requirements. Interest is charged to the Portfolio based on its borrowings at an amount above either the Eurodollar rate or Federal Funds rate. In addition, a fee computed at an annual rate of 0.07% on the daily unused portion of the line of credit is allocated among the participating portfolios and funds at the end of each quarter. The Portfolio did not have any significant borrowings or allocated fees during the six months ended June 30, 2008.

8 Securities Lending Agreement

The Portfolio has established a securities lending agreement with SSBT as securities lending agent in which the Portfolio lends portfolio securities to qualified borrowers in exchange for collateral consisting of either cash or U.S. Government securities in an amount at least equal to the market value of the securities on loan. Cash collateral is invested in Cash Collateral Fund. The Portfolio earns interest on the amount invested in Cash Collateral Fund but it must pay the broker a loan rebate fee computed as a varying percentage of the collateral received. The loan rebate fee paid by the Portfolio amounted to $765,549, for the six months ended June 30, 2008. At June 30, 2008, the value of the securities loaned and the value of the collateral amounted to $3,956,066 and $4,129,505, respectively. In the event of counterparty default, the Portfolio is subject to potential loss if it is delayed or prevented from exercising its righ t to dispose of the collateral. The Portfolio bears risk in the event that invested collateral is not sufficient to meet obligations due on loans.

9 Fair Value Measurements

The Portfolio adopted Financial Accounting Standards Board Statement of Financial Accounting Standards No. 157 (FAS 157), "Fair Value Measurements", effective January 1, 2008. FAS 157 established a three-tier hierarchy to prioritize the assumptions, referred to as inputs, used in valuation techniques to measure fair value. The three-tier hierarchy of inputs is summarized in the three broad levels listed below.

• Level 1 – quoted prices in active markets for identical investments

• Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

• Level 3 – significant unobservable inputs (including a fund's own assumptions in determining the fair value of investments)

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

At June 30, 2008, the inputs used in valuing the Portfolio's investments, which are carried at value, were as follows:

	Valuation Inputs	Investments in Securities		Other Financial Instruments*
Level 1	Quoted Prices	$	16,080,916,742	$	—
Level 2	Other Significant Observable Inputs		310,871,127		—
Level 3	Significant Unobservable Inputs		0		—
	Total	$	16,391,787,869	$	—

* Other financial instruments are futures, forwards and swap contracts not reflected in the Portfolio of Investments, which are valued at the unrealized appreciation (depreciation) on the instrument.

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

Investments in Securities*

Balance as of December 31, 2007	$	0
Realized gains (losses)		0
Change in net unrealized appreciation (depreciation)		0
Net purchases (sales)		—
Net transfers to (from) Level 3		—
Balance as of June 30, 2008	$	0

* All Level 3 assets held at December 31, 2007 and June 30, 2008 were valued at $0.

Eaton Vance Tax-Managed Growth Fund 1.0

BOARD OF TRUSTEES' ANNUAL APPROVAL OF THE INVESTMENT ADVISORY AGREEMENTS

Overview of the Contract Review Process

The Investment Company Act of 1940, as amended (the "1940 Act"), provides, in substance, that each investment advisory agreement between a fund and its investment adviser will continue in effect from year to year only if its continuance is approved at least annually by the fund's board of trustees, including by a vote of a majority of the trustees who are not "interested persons" of the fund ("Independent Trustees"), cast in person at a meeting called for the purpose of considering such approval.

At a meeting of the Boards of Trustees (each a "Board") of the Eaton Vance group of mutual funds (the "Eaton Vance Funds") held on April 21, 2008, the Board, including a majority of the Independent Trustees, voted to approve continuation of existing advisory and sub-advisory agreements for the Eaton Vance Funds for an additional one-year period. In voting its approval, the Board relied upon the affirmative recommendation of the Contract Review Committee of the Board (formerly the Special Committee), which is a committee comprised exclusively of Independent Trustees. Prior to making its recommendation, the Contract Review Committee reviewed information furnished for a series of meetings of the Contract Review Committee held in February, March and April 2008. Such information included, among other things, the following:

Information about Fees, Performance and Expenses

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

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

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

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

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

• Profitability analyses for each adviser with respect to each fund;

Information about Portfolio Management

• Descriptions of the investment management services provided to each fund, including the investment strategies and processes employed, and any changes in portfolio management processes and personnel;

• Information concerning the allocation of brokerage and the benefits received by each adviser as a result of brokerage allocation, including information concerning the acquisition of research through "soft dollar" benefits received in connection with the funds' brokerage, and the implementation of a soft dollar reimbursement program established with respect to the funds;

• Data relating to portfolio turnover rates of each fund;

• The procedures and processes used to determine the fair value of fund assets and actions taken to monitor and test the effectiveness of such procedures and processes;

Information about each Adviser

• Reports detailing the financial results and condition of each adviser;

• Descriptions of the qualifications, education and experience of the individual investment professionals whose responsibilities include portfolio management and investment research for the funds, and information relating to their compensation and responsibilities with respect to managing other mutual funds and investment accounts;

• Copies of the Codes of Ethics of each adviser and its affiliates, together with information relating to compliance with and the administration of such codes;

• Copies of or descriptions of each adviser's proxy voting policies and procedures;

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

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

Other Relevant Information

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

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

• The terms of each advisory agreement.

Eaton Vance Tax-Managed Growth Fund 1.0

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

In addition to the information identified above, the Contract Review Committee considered information provided from time to time by each adviser throughout the year at meetings of the Board and its committees. Over the course of the twelve-month period ended April 30, 2008, the Board met eleven times and the Contract Review Committee, the Audit Committee and the Governance Committee, each of which is a Committee comprised solely of Independent Trustees, met twelve, seven and five times, respectively. At such meetings, the Trustees received, among other things, presentations by the portfolio managers and other investment professionals of each adviser relating to the investment performance of each fund and the investment strategies used in pursuing the fund's investment objective. The Portfolio Management Committee and the Compliance Reports and Regulatory Matters Committee are newly established and did not meet during the twelve- month period ended April 30, 2008.

For funds that invest through one or more underlying portfolios, the Board considered similar information about the portfolio(s) when considering the approval of advisory agreements. In addition, in cases where the fund's investment adviser has engaged a sub-adviser, the Board considered similar information about the sub-adviser when considering the approval of any sub-advisory agreement.

The Contract Review Committee was assisted throughout the contract review process by Goodwin Procter LLP, legal counsel for the Independent Trustees. The members of the Contract Review Committee relied upon the advice of such counsel and their own business judgment in determining the material factors to be considered in evaluating each advisory and sub-advisory agreement and the weight to be given to each such factor. The conclusions reached with respect to each advisory and sub-advisory agreement were based on a comprehensive evaluation of all the information provided and not any single factor. Moreover, each member of the Contract Review Committee may have placed varying emphasis on particular factors in reaching conclusions with respect to each advisory and sub-advisory agreement.

Results of the Process

Based on its consideration of the foregoing, and such other information as it deemed relevant, including the factors and conclusions described below, the Contract Review Committee concluded that the continuance of the investment advisory agreement of the Tax-Managed Growth Portfolio (the "Portfolio"), the portfolio in which the Eaton Vance Tax-Managed Growth Fund 1.0 (the "Fund") invests, with Boston Management and Research (the "Adviser"), including its fee structure, is in the interests of shareholders and, therefore, the Contract Review Committee recommended to the Board approval of the agreement. The Board accepted the recommendation of the Contract Review Committee as well as the factors considered and conclusions reached by the Contract Review Committee with respect to the agreement. Accordingly, the Board, including a majority of the Independent Trustees, voted to approve continuation of the investment advisory agreement for the Portfolio.

Nature, Extent and Quality of Services

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

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

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

The Board considered shareholder and other administrative services provided or managed by Eaton Vance Management and its affiliates, including transfer agency and accounting services. The Board evaluated the benefits to shareholders of investing in a fund that is a part of a large family of funds, including the ability, in many cases, to exchange an investment among different funds without incurring additional sales charges.

After consideration of the foregoing factors, among others, the Board concluded that the nature, extent and quality of services provided by the Adviser, taken as a whole, are appropriate and consistent with the terms of the investment advisory agreement.

Eaton Vance Tax-Managed Growth Fund 1.0

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

Fund Performance

The Board compared the Fund's investment performance to a relevant universe of similarly managed funds identified by an independent data provider and appropriate benchmark indices. The Board reviewed comparative performance data for the one-, three-, five- and ten-year periods ended September 30, 2007 for the Fund. The Board noted that the Fund's performance relative to its peers was affected by the Adviser's "growth at a reasonable price" ("GARP") approach to selecting investments. The Board concluded that the Fund's performance was satisfactory.

Management Fees and Expenses

The Board reviewed contractual investment advisory fee rates, including any administrative fee rates, payable by the Portfolio and the Fund (referred to collectively as "management fees"). As part of its review, the Board considered the management fees and the Fund's total expense ratio for the year ended September 30, 2007, as compared to a group of similarly managed funds selected by an independent data provider.

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

Profitability

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

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

Economies of Scale

In reviewing management fees and profitability, the Board also considered the extent to which the Adviser and its affiliates, on the one hand, and the Fund, on the other hand, can expect to realize benefits from economies of scale as the assets of the Fund and the Portfolio increase. The Board acknowledged the difficulty in accurately measuring the benefits resulting from the economies of scale with respect to the management of any specific fund or group of funds. The Board reviewed data summarizing the increases and decreases in the assets of the Fund and of all Eaton Vance Funds as a group over various time periods, and evaluated the extent to which the total expense ratio of the Fund and the profitability of the Adviser and its affiliates may have been affected by such increases or decreases. The Board noted that, at its request, the Adviser had agreed to add a breakpoint with respect to assets of $25 billion and over. Based upon the foregoing, the Board concluded that the benefits from economies of scale are currently being shared equitably by the Adviser and its affiliates and the Fund. The Board also concluded that, assuming reasonably foreseeable increases in the assets of the Portfolio, the structure of the advisory fee, which includes breakpoints at several asset levels, can be expected to cause the Adviser and its affiliates and the Fund to continue to share such benefits equitably.

Eaton Vance Tax-Managed Growth Fund 1.0

OFFICERS AND TRUSTEES

Eaton Vance Tax-Managed Growth Fund 1.0

Officers Duncan W. Richardson President Thomas E. Faust Jr. Vice President and Trustee Barbara E. Campbell Treasurer Maureen A. Gemma Secretary Paul M. O'Neil Chief Compliance Officer				Trustees Ralph F. Verni Chairman Benjamin C. Esty Allen R. Freedman William H. Park Ronald A. Pearlman Heidi L. Steiger Lynn A. Stout

Tax-Managed Growth Portfolio

Officers Duncan W. Richardson President Michael A. Allison Vice President Yana S. Barton Vice President Thomas E. Faust Jr. Vice President and Trustee Lewis R. Piantedosi Vice President Barbara E. Campbell Treasurer Maureen A. Gemma Secretary Paul M. O'Neil Chief Compliance Officer				Trustees Ralph F. Verni Chairman Benjamin C. Esty Allen R. Freedman William H. Park Ronald A. Pearlman Heidi L. Steiger Lynn A. Stout

This Page Intentionally Left Blank

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

The Eaton Vance Building
255 State Street
Boston, MA 02109

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

The Eaton Vance Building
255 State Street
Boston, MA 02109

Principal Underwriter
Eaton Vance Distributors, Inc.

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

Custodian
State Street Bank and Trust Company

200 Clarendon Street
Boston, MA 02116

Transfer Agent
PNC Global Investment Servicing

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

Eaton Vance Tax-Managed Growth Fund 1.0

The Eaton Vance Building

255 State Street

Boston, MA 02109

157-8/08 TGSRC

Item 2. Code of Ethics

The registrant has adopted a code of ethics applicable to its Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer. The registrant undertakes to provide a copy of such code of ethics to any person upon request, without charge, by calling 1-800-262-1122.

Item 3. Audit Committee Financial Expert

The registrant’s Board has designated William H. Park, an independent trustee, as its audit committee financial expert. Mr. Park is a certified public accountant who is the Vice Chairman of Commercial Industrial Finance Corp (specialty finance company). Previously, he served as President and Chief Executive Officer of Prizm Capital Management, LLC (investment management firm) and as Executive Vice President and Chief Financial Officer of United Asset Management Corporation (“UAM”) (a holding company owning institutional investment management firms).

Item 4. Principal Accountant Fees and Services

Not required in this filing

Item 5. Audit Committee of Listed registrants

Not required in this filing.

Item 6. Schedule of Investments

Please see schedule of investments contained in the Report to Stockholders included under Item 1 of this Form N-CSR.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies

Not required in this filing.

Item 8. Portfolio Managers of Closed-End Management Investment Companies

Not required in this filing.

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

Not required in this filing.

Item 10. Submission of Matters to a Vote of Security Holders.

No Material Changes.

Item 11. Controls and Procedures

(a) It is the conclusion of the registrant’s principal executive officer and principal financial officer that the effectiveness of the registrant’s current disclosure controls and procedures (such disclosure controls and procedures having been evaluated within 90 days of the date of this filing) provide reasonable assurance that the information required to be disclosed by the registrant has been recorded, processed, summarized and reported within the time period specified in the Commission’s rules and forms and that the information required to be disclosed by the registrant has been accumulated and communicated to the registrant’s principal executive officer and principal financial officer in order to allow timely decisions regarding required disclosure.

(b) There have been no changes in the registrant’s internal controls over financial reporting during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 12. Exhibits

(a)(1)	Registrant’s Code of Ethics – Not applicable (please see Item 2).
(a)(2)(i)	Treasurer’s Section 302 certification.
(a)(2)(ii)	President’s Section 302 certification.
(b)	Combined Section 906 certification.

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Eaton Vance Series Trust

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


Date:	August 8, 2008

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By:	/s/ Barbara E. Campbell
	Barbara E. Campbell
	Treasurer


Date:	August 8, 2008

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


Date:	August 8, 2008

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