Eaton Vance Tax-Managed Growth Portfolio

Tax-Managed Growth Portfolio as of June 30, 2009

PORTFOLIO OF INVESTMENTS (Unaudited)


Common Stocks — 98.7%

Security	Shares		Value



Aerospace & Defense — 4.1%

Boeing Co. (The)		962,677	$	40,913,772
General Dynamics Corp.		473,021		26,200,633
Honeywell International, Inc.		293,134		9,204,408
ITT Corp.		8,428		375,046
Lockheed Martin Corp.		19,800		1,596,870
Northrop Grumman Corp.		1,911,491		87,316,909
Raytheon Co.		58,153		2,583,738
Rockwell Collins, Inc.		147,928		6,173,035
United Technologies Corp.		3,669,638		190,674,390


			$	365,038,801




Air Freight & Logistics — 2.1%

CH Robinson Worldwide, Inc.		79,531	$	4,147,542
FedEx Corp.		1,156,039		64,298,889
United Parcel Service, Inc., Class B		2,345,582		117,255,644


			$	185,702,075




Auto Components — 0.2%

Johnson Controls, Inc.		740,109	$	16,075,167
WABCO Holdings, Inc.		10,472		185,354


			$	16,260,521




Automobiles — 0.0%

DaimlerChrysler AG		17,284	$	626,891
Harley-Davidson, Inc.		133,800		2,168,898


			$	2,795,789




Beverages — 6.3%

Brown-Forman Corp., Class A		395,597	$	18,240,978
Brown-Forman Corp., Class B		162,698		6,992,760
Coca-Cola Co. (The)		4,966,257		238,330,673
Coca-Cola Enterprises, Inc.		676,420		11,262,393
Molson Coors Brewing Co., Class B		186,000		7,873,380
PepsiCo, Inc.		4,999,204		274,756,252


			$	557,456,436




Biotechnology — 2.1%

Amgen, Inc.⁽¹⁾		2,926,245	$	154,915,410
Biogen Idec, Inc.⁽¹⁾		211,217		9,536,448
Genzyme Corp.⁽¹⁾		242,616		13,506,433
Gilead Sciences, Inc.⁽¹⁾		250,207		11,719,696


			$	189,677,987




Building Products — 0.1%

Masco Corp.		495,795	$	4,749,716


			$	4,749,716




Capital Markets — 3.9%

Ameriprise Financial, Inc.		74,205	$	1,800,955
Bank of New York Mellon Corp. (The)		898,209		26,326,506
Charles Schwab Corp. (The)		746,547		13,094,434
Credit Suisse Group		155,136		7,107,710
E*Trade Financial Corp.⁽¹⁾		45,935		58,797
Federated Investors, Inc., Class B		293,517		7,070,825
Franklin Resources, Inc.		539,468		38,847,091
Goldman Sachs Group, Inc.		557,466		82,192,787
Legg Mason, Inc.		104,784		2,554,634
Morgan Stanley		2,845,926		81,137,350
Northern Trust Corp.		715,649		38,416,038
Piper Jaffray Cos., Inc.⁽¹⁾		3,074		134,242
State Street Corp.		531,412		25,082,646
T. Rowe Price Group, Inc.		341,862		14,245,390
UBS AG⁽¹⁾		142,246		1,736,824
Waddell & Reed Financial, Inc., Class A		273,635		7,215,755


			$	347,021,984




Chemicals — 1.1%

Ashland, Inc.		32,385	$	908,399
Dow Chemical Co. (The)		148,877		2,402,875
E.I. Du Pont de Nemours & Co.		1,015,645		26,020,825
Ecolab, Inc.		414,911		16,177,380
Monsanto Co.		29,739		2,210,797
PPG Industries, Inc.		4,400		193,160
Sigma-Aldrich Corp.		1,005,326		49,823,957


			$	97,737,393




Commercial Banks — 2.8%

Banco Bilbao Vizcaya Argentaria SA ADR		33,439	$	419,994
Bank of Hawaii Corp.		616		22,071
Bank of Montreal		33,047		1,392,931
BB&T Corp.		1,047,133		23,015,983
City National Corp.		143,260		5,276,266
Comerica, Inc.		242,026		5,118,850
Fifth Third Bancorp		1,622,709		11,521,234

See notes to financial statements

Tax-Managed Growth Portfolio as of June 30, 2009

PORTFOLIO OF INVESTMENTS (Unaudited) CONT’D


Security	Shares		Value


Commercial Banks (continued)


First Horizon National Corp.⁽¹⁾		68,969	$	827,629
HSBC Holdings PLC		220,592		1,840,572
HSBC Holdings PLC ADR		103,266		4,313,421
KeyCorp		180,824		947,518
M&T Bank Corp.		50,799		2,587,193
Marshall & Ilsley Corp.		158,431		760,469
PNC Financial Services Group, Inc.		56,724		2,201,458
Regions Financial Corp.		544,581		2,200,107
Royal Bank of Canada		552,816		22,582,534
Societe Generale		859,936		47,202,281
SunTrust Banks, Inc.		330,474		5,436,297
Synovus Financial Corp.		240,827		720,073
Toronto-Dominion Bank		17,915		926,385
Trustmark Corp.		205,425		3,968,811
U.S. Bancorp		3,001,825		53,792,704
Wells Fargo & Co.		2,029,150		49,227,179
Westamerica Bancorporation		1,968		97,632
Zions Bancorporation		63,409		733,008


			$	247,132,600




Commercial Services & Supplies — 0.2%

Avery Dennison Corp.		56,594	$	1,453,334
Cintas Corp.		217,220		4,961,305
HNI Corp.		291,437		5,263,352
Pitney Bowes, Inc.		27,887		611,562
Republic Services, Inc.		270,000		6,590,700
Waste Management, Inc.		108,828		3,064,596


			$	21,944,849




Communications Equipment — 3.8%

Alcatel SA ADR⁽¹⁾		2	$	5
Cisco Systems, Inc.⁽¹⁾		7,325,059		136,539,100
Juniper Networks, Inc.⁽¹⁾		109,780		2,590,808
Motorola, Inc.		1,151,307		7,633,165
Nokia Oyj ADR		1,721,613		25,101,118
QUALCOMM, Inc.		3,172,806		143,410,831
Telefonaktiebolaget LM Ericsson ADR		1,750,000		17,115,000


			$	332,390,027




Computers & Peripherals — 3.8%

Apple, Inc.⁽¹⁾		291,506	$	41,519,200
Dell, Inc.⁽¹⁾		4,062,859		55,783,054
EMC Corp.⁽¹⁾		1,738,992		22,780,795
Hewlett-Packard Co.		1,120,064		43,290,474
International Business Machines Corp.		1,579,269		164,907,269
Lexmark International, Inc., Class A⁽¹⁾		34,181		541,769
NetApp, Inc.⁽¹⁾		417,589		8,234,855


			$	337,057,416




Construction & Engineering — 0.0%

Jacobs Engineering Group, Inc.⁽¹⁾		64,781	$	2,726,632


			$	2,726,632




Construction Materials — 0.1%

CRH PLC		157,939	$	3,617,015
Vulcan Materials Co.		201,862		8,700,252


			$	12,317,267




Consumer Finance — 0.3%

American Express Co.		421,354	$	9,792,267
Capital One Financial Corp.		407,705		8,920,585
Discover Financial Services		1,105,050		11,348,864
SLM Corp.⁽¹⁾		11,082		113,812


			$	30,175,528




Containers & Packaging — 0.1%

Bemis Co., Inc.		133,186	$	3,356,287
Temple-Inland, Inc.		90,660		1,189,459


			$	4,545,746




Distributors — 0.1%

Genuine Parts Co.		188,424	$	6,323,509


			$	6,323,509




Diversified Consumer Services — 0.3%

Apollo Group, Inc., Class A⁽¹⁾		10,887	$	774,283
H&R Block, Inc.		1,509,999		26,017,283


			$	26,791,566




Diversified Financial Services — 1.5%

Bank of America Corp.		1,764,352	$	23,289,446
Citigroup, Inc.		119,611		355,245
CME Group, Inc.		12,251		3,811,409
ING Groep NV ADR		191,170		1,938,464
IntercontinentalExchange, Inc.⁽¹⁾		13,162		1,503,627
JPMorgan Chase & Co.		2,770,760		94,510,624

See notes to financial statements

Tax-Managed Growth Portfolio as of June 30, 2009

PORTFOLIO OF INVESTMENTS (Unaudited) CONT’D


Security	Shares		Value


Diversified Financial Services (continued)


Moody’s Corp.		319,602	$	8,421,513
PHH Corp.⁽¹⁾		19,961		362,891


			$	134,193,219




Diversified Telecommunication Services — 1.4%

AT&T, Inc.		1,529,742	$	37,998,791
Deutsche Telekom AG ADR		1,759,603		20,763,315
Embarq Corp.		10,156		427,161
Fairpoint Communications, Inc.		5,860		3,516
McLeod USA, Inc., Class A⁽¹⁾⁽²⁾		947		0
Telefonos de Mexico SA de CV ADR		1,356,196		21,983,937
Telmex Internacional SAB de CV ADR		1,827,270		23,114,965
Verizon Communications, Inc.		491,331		15,098,602
Windstream Corp.		348,026		2,909,497


			$	122,299,784




Electric Utilities — 0.7%

Duke Energy Corp.		418,491	$	6,105,784
Exelon Corp.		1,011,736		51,811,001
Southern Co. (The)		68,451		2,132,933


			$	60,049,718




Electrical Equipment — 0.9%

Emerson Electric Co.		2,282,090	$	73,939,716
Rockwell Automation, Inc.		125,000		4,015,000
Sunpower Corp., Class B⁽¹⁾		14,465		346,437


			$	78,301,153




Electronic Equipment, Instruments & Components — 0.6%

Agilent Technologies, Inc.⁽¹⁾		456,730	$	9,276,186
Corning, Inc.		2,468,521		39,644,447
Flextronics International, Ltd.⁽¹⁾		161,054		661,932
National Instruments Corp.		35,783		807,264
Tyco Electronics, Ltd.		10,142		188,540


			$	50,578,369




Energy Equipment & Services — 1.1%

Baker Hughes, Inc.		136,681	$	4,980,656
Halliburton Co.		846,488		17,522,302
Schlumberger, Ltd.		1,172,630		63,451,009
Transocean, Ltd.⁽¹⁾		196,993		14,634,610


			$	100,588,577



Food & Staples Retailing — 3.4%

Costco Wholesale Corp.		913,115	$	41,729,355
CVS Caremark Corp.		2,406,362		76,690,757
Kroger Co. (The)		549,704		12,120,973
Safeway, Inc.		197,619		4,025,499
Sysco Corp.		1,777,682		39,962,291
Walgreen Co.		959,609		28,212,505
Wal-Mart Stores, Inc.		2,024,966		98,089,353


			$	300,830,733




Food Products — 2.4%

Archer-Daniels-Midland Co.		1,574,460	$	42,148,294
Campbell Soup Co.		54,780		1,611,628
ConAgra Foods, Inc.		184,395		3,514,569
Del Monte Foods Co.		17,418		163,381
General Mills, Inc.		27,469		1,538,813
Hershey Co. (The)		518,481		18,665,316
H.J. Heinz Co.		122,700		4,380,390
J.M. Smucker Co. (The)		71		3,455
Kellogg Co.		5,556		258,743
Kraft Foods, Inc., Class A		292,253		7,405,691
Nestle SA		2,750,000		103,835,730
Sara Lee Corp.		2,415,938		23,579,555
Unilever NV		72,175		1,745,191


			$	208,850,756




Health Care Equipment & Supplies — 1.3%

Baxter International, Inc.		244,090	$	12,927,006
Becton, Dickinson & Co.		63,708		4,543,017
Boston Scientific Corp.⁽¹⁾		437,359		4,434,820
Covidien Plc		193,828		7,256,920
Hospira, Inc.⁽¹⁾		53,467		2,059,549
Medtronic, Inc.		1,770,196		61,762,138
St. Jude Medical, Inc.⁽¹⁾		123,338		5,069,192
Stryker Corp.		166,379		6,611,901
Zimmer Holdings, Inc.⁽¹⁾		240,888		10,261,829


			$	114,926,372




Health Care Providers & Services — 1.6%

AmerisourceBergen Corp.		709,236	$	12,581,847
Cardinal Health, Inc.		1,334,940		40,782,417
CIGNA Corp.		49,467		1,191,660
Express Scripts, Inc.⁽¹⁾		196,994		13,543,337
Henry Schein, Inc.⁽¹⁾		840,737		40,313,339
IMS Health, Inc.		56,530		717,931
McKesson Corp.		6,462		284,328

See notes to financial statements

Tax-Managed Growth Portfolio as of June 30, 2009

PORTFOLIO OF INVESTMENTS (Unaudited) CONT’D


Security	Shares		Value


Health Care Providers & Services (continued)


Medco Health Solutions, Inc.⁽¹⁾		231,885	$	10,576,275
PharMerica Corp.⁽¹⁾		30,682		602,288
UnitedHealth Group, Inc.		201,101		5,023,503
WellPoint, Inc.⁽¹⁾		392,174		19,957,735


			$	145,574,660




Hotels, Restaurants & Leisure — 1.4%

Carnival Corp., Unit		540,866	$	13,938,117
Darden Restaurants, Inc.		147,345		4,859,438
International Game Technology		459,500		7,306,050
Interval Leisure Group, Inc.⁽¹⁾		85,966		801,203
Marriott International, Inc., Class A		398,671		8,798,662
McDonald’s Corp.		883,066		50,767,464
Starbucks Corp.⁽¹⁾		2,222,271		30,867,344
Wyndham Worldwide Corp.		79,842		967,685
Yum! Brands, Inc.		246,105		8,205,141


			$	126,511,104




Household Durables — 0.1%

D.R. Horton, Inc.		417,028	$	3,903,382
Fortune Brands, Inc.		115,478		4,011,706
Leggett & Platt, Inc.		315,903		4,811,203
Newell Rubbermaid, Inc.		49,838		518,814


			$	13,245,105




Household Products — 2.6%

Clorox Co. (The)		31,145	$	1,738,825
Colgate-Palmolive Co.		682,978		48,313,864
Energizer Holdings, Inc.⁽¹⁾		76,555		3,999,233
Kimberly-Clark Corp.		530,925		27,836,398
Procter & Gamble Co.		2,864,307		146,366,088


			$	228,254,408




Independent Power Producers & Energy Traders — 0.0%

AES Corp. (The)⁽¹⁾		133,519	$	1,550,156


			$	1,550,156




Industrial Conglomerates — 1.7%

3M Co.		932,917	$	56,068,312
General Electric Co.		8,259,403		96,800,203
Textron, Inc.		18,236		176,160
Tyco International, Ltd.		23,014		597,904


			$	153,642,579




Insurance — 3.3%

Aegon NV ADR		5,178,488	$	31,899,486
Aflac, Inc.		332,897		10,349,768
Allstate Corp. (The)		124,523		3,038,361
AON Corp.		297,834		11,278,974
Berkshire Hathaway, Inc., Class A⁽¹⁾		627		56,430,000
Berkshire Hathaway, Inc., Class B⁽¹⁾		39,850		115,394,841
Chubb Corp.		28,354		1,130,758
Cincinnati Financial Corp.		135,528		3,029,051
Hartford Financial Services Group, Inc.		11,675		138,582
Lincoln National Corp.		54,671		940,888
Manulife Financial Corp.		148,336		2,573,630
Marsh & McLennan Cos., Inc.		316,639		6,373,943
MetLife, Inc.		81		2,431
Old Republic International Corp.		288,810		2,844,778
Progressive Corp.⁽¹⁾		1,344,522		20,315,727
Torchmark Corp.		278,479		10,314,862
Travelers Companies, Inc. (The)		279,977		11,490,256
UnumProvident Group		39,000		618,540


			$	288,164,876




Internet & Catalog Retail — 0.1%

Amazon.com, Inc.⁽¹⁾		43,801	$	3,664,392
Expedia, Inc.⁽¹⁾		403,096		6,090,781
HSN, Inc.⁽¹⁾		80,619		852,143
Liberty Media Corp., — Interactive, Class A⁽¹⁾		11,902		59,629
Ticketmaster Entertainment, Inc.⁽¹⁾		80,619		517,574


			$	11,184,519




Internet Software & Services — 1.2%

eBay, Inc.⁽¹⁾		1,255,516	$	21,506,989
Google, Inc., Class A⁽¹⁾		199,296		84,021,201
IAC/InterActiveCorp⁽¹⁾		214,916		3,449,402
VeriSign, Inc.⁽¹⁾		14,758		272,728


			$	109,250,320




IT Services — 2.6%

Accenture, Ltd., Class A		2,739,520	$	91,664,339
Acxiom Corp.		68,785		607,372
Automatic Data Processing, Inc.		1,339,373		47,467,379
Broadridge Financial Solutions, Inc.		18,597		308,338

See notes to financial statements

Tax-Managed Growth Portfolio as of June 30, 2009

PORTFOLIO OF INVESTMENTS (Unaudited) CONT’D


Security	Shares		Value


IT Services (continued)


Computer Sciences Corp.⁽¹⁾		226,702	$	10,042,899
DST Systems, Inc.⁽¹⁾		600		22,170
Fiserv, Inc.⁽¹⁾		47,355		2,164,123
Metavante Technologies, Inc.⁽¹⁾		175,164		4,529,741
Paychex, Inc.		774,686		19,522,087
Total System Services, Inc.		52,739		706,175
Western Union Co.		3,211,445		52,667,698


			$	229,702,321




Leisure Equipment & Products — 0.0%

Mattel, Inc.		22,565	$	362,168


			$	362,168




Life Sciences Tools & Services — 0.3%

Dionex Corp.⁽¹⁾		37,300	$	2,276,419
Life Technologies Corp.⁽¹⁾		489,969		20,441,507
Thermo Fisher Scientific, Inc.⁽¹⁾		18,700		762,399


			$	23,480,325




Machinery — 2.5%

Caterpillar, Inc.		159,554	$	5,271,664
Danaher Corp.		823,595		50,848,755
Deere & Co.		2,623,301		104,800,875
Dover Corp.		578,638		19,147,131
Illinois Tool Works, Inc.		1,157,542		43,222,618
Parker Hannifin Corp.		37,372		1,605,501


			$	224,896,544




Media — 4.0%

Ascent Media Corp., Class A⁽¹⁾		755	$	20,068
CBS Corp., Class B		138,786		960,399
Comcast Corp., Class A		964,682		13,978,242
Comcast Corp., Class A Special		3,401,990		47,968,059
Discovery Communications, Inc., Class A⁽¹⁾		7,555		170,365
Discovery Communications, Inc., Class C⁽¹⁾		7,555		155,104
Gannett Co., Inc.		320,258		1,143,321
Idearc, Inc.⁽¹⁾		6,790		252
Interpublic Group of Cos., Inc.⁽¹⁾		100,001		505,005
Liberty Capital, Class A⁽¹⁾		7,556		102,459
Liberty Global, Inc., Series A⁽¹⁾		2,381		37,834
Liberty Global, Inc., Series C⁽¹⁾		2,382		37,659
Liberty Media Corp., — Entertainment, Class A⁽¹⁾		30,221		808,412
Live Nation, Inc.⁽¹⁾		8,750		42,525
McGraw-Hill Cos., Inc. (The)		299,599		9,020,926
New York Times Co. (The), Class A		5,269		29,032
News Corp., Class A		188,031		1,712,962
Omnicom Group, Inc.		3,914,108		123,607,531
Time Warner Cable, Inc.		181,373		5,744,083
Time Warner, Inc.		738,956		18,614,302
Viacom, Inc., Class B⁽¹⁾		189,855		4,309,708
Vivendi SA		121,590		2,918,620
Walt Disney Co.		4,871,650		113,655,595
Washington Post Co., Class B		6,888		2,425,816
WPP PLC, ADR		46,597		1,549,816


			$	349,518,095




Metals & Mining — 0.4%

Alcoa, Inc.		50,260	$	519,186
BHP Billiton, Ltd. ADR		190,000		10,398,700
Freeport-McMoRan Copper & Gold, Inc.		225,000		11,274,750
Nucor Corp.		230,000		10,218,900


			$	32,411,536




Multiline Retail — 1.1%

JC Penney Co., Inc.		88,822	$	2,550,080
Macy’s, Inc.		94,265		1,108,556
Nordstrom, Inc.		131,384		2,613,228
Sears Holdings Corp.⁽¹⁾		4,107		273,198
Target Corp.		2,290,940		90,423,402


			$	96,968,464




Multi-Utilities — 0.0%

PG&E Corp.		3,000	$	115,320


			$	115,320




Oil, Gas & Consumable Fuels — 9.4%

Anadarko Petroleum Corp.		4,381,890	$	198,893,987
Apache Corp.		2,146,567		154,874,809
BP PLC ADR		1,191,532		56,812,246
Chevron Corp.		680,389		45,075,771
ConocoPhillips		3,319,814		139,631,377
Devon Energy Corp.		568,771		30,998,020
Exxon Mobil Corp.		2,639,104		184,499,761
Hess Corp.		35,579		1,912,371
Marathon Oil Corp.		177,334		5,343,073
Murphy Oil Corp.		78,679		4,273,843
Royal Dutch Shell PLC ADR, Class A		146,686		7,362,170
Royal Dutch Shell PLC ADR, Class B		9,594		487,951

See notes to financial statements

Tax-Managed Growth Portfolio as of June 30, 2009

PORTFOLIO OF INVESTMENTS (Unaudited) CONT’D


Security	Shares		Value


Oil, Gas & Consumable Fuels (continued)


Spectra Energy Corp.		263,315	$	4,455,290
Williams Cos., Inc.		4,052		63,252


			$	834,683,921




Paper and Forest Products — 0.0%

International Paper Co.		13,649	$	206,509
Neenah Paper, Inc.		4,361		38,420
Weyerhaeuser Co.		52,701		1,603,691


			$	1,848,620




Personal Products — 0.0%

Avon Products, Inc.		10,400	$	268,112
Estee Lauder Cos., Inc., Class A		13,035		425,853


			$	693,965




Pharmaceuticals — 10.7%

Abbott Laboratories		3,468,490	$	163,157,770
Allergan, Inc.		82,562		3,928,300
Bristol-Myers Squibb Co.		2,248,417		45,665,349
Eli Lilly & Co.		3,353,889		116,178,715
Forest Laboratories, Inc.⁽¹⁾		56,729		1,424,465
GlaxoSmithKline PLC ADR		448,388		15,846,032
Johnson & Johnson		3,243,235		184,215,748
King Pharmaceuticals, Inc.⁽¹⁾		152,305		1,466,697
Merck & Co., Inc.		2,032,515		56,829,119
Novo Nordisk A/S ADR		365,229		19,890,371
Pfizer, Inc.		10,880,632		163,209,480
Schering-Plough Corp.		1,456,844		36,595,921
Teva Pharmaceutical Industries, Ltd. ADR		1,671,886		82,490,855
Watson Pharmaceuticals, Inc.⁽¹⁾		505,146		17,003,214
Wyeth		870,181		39,497,516


			$	947,399,552




Real Estate Investment Trusts (REITs) — 0.3%

Essex Property Trust, Inc.		363,000	$	22,589,490


			$	22,589,490




Real Estate Management & Development — 0.0%

Forest City Enterprises, Inc., Class A		56,500	$	372,900
Forestar Real Estate Group, Inc.⁽¹⁾		30,220		359,014


			$	731,914



Road & Rail — 0.1%

Avis Budget Group, Inc.⁽¹⁾		39,921	$	225,554
Burlington Northern Santa Fe Corp.		54,168		3,983,515
CSX Corp.		3,276		113,448
Norfolk Southern Corp.		10,865		409,285
Union Pacific Corp.		132,257		6,885,299


			$	11,617,101




Semiconductors & Semiconductor Equipment — 2.9%

Analog Devices, Inc.		560,289	$	13,883,961
Applied Materials, Inc.		1,065,614		11,689,786
Broadcom Corp., Class A⁽¹⁾		976,646		24,211,054
Cypress Semiconductor Corp.⁽¹⁾		52,742		485,226
Intel Corp.		11,021,836		182,411,386
KLA-Tencor Corp.		143,189		3,615,522
Linear Technology Corp.		123,388		2,881,110
LSI Corp.⁽¹⁾		1		5
Maxim Integrated Products, Inc.		263,099		4,128,023
Texas Instruments, Inc.		560,329		11,935,008
Verigy, Ltd.⁽¹⁾		3,524		42,887
Xilinx, Inc.		24,830		508,022


			$	255,791,990




Software — 2.9%

Activision Blizzard, Inc.⁽¹⁾		96,350	$	1,216,901
Adobe Systems, Inc.⁽¹⁾		440,317		12,460,971
CA, Inc.		45,408		791,461
Electronic Arts, Inc.⁽¹⁾		21,405		464,917
Microsoft Corp.		3,523,850		83,761,915
Oracle Corp.		7,064,437		151,320,241
Symantec Corp.⁽¹⁾		225,808		3,513,572


			$	253,529,978




Specialty Retail — 2.1%

Abercrombie & Fitch Co., Class A		4,015	$	101,941
Best Buy Co., Inc.		165,915		5,556,493
Gap, Inc. (The)		89,138		1,461,863
Home Depot, Inc.		4,107,465		97,059,398
Limited Brands, Inc.		42,396		507,480
Lowe’s Companies, Inc.		1,003,622		19,480,303
RadioShack Corp.		40,000		558,400
Sherwin-Williams Co. (The)		500		26,875
Staples, Inc.		257,430		5,192,363
TJX Companies., Inc. (The)		1,701,405		53,526,201


			$	183,471,317

See notes to financial statements

Tax-Managed Growth Portfolio as of June 30, 2009

PORTFOLIO OF INVESTMENTS (Unaudited) CONT’D


Security	Shares		Value



Textiles, Apparel & Luxury Goods — 2.1%

Coach, Inc.		676,834	$	18,193,298
Hanesbrands, Inc.⁽¹⁾		320,766		4,814,698
Nike, Inc., Class B		3,058,444		158,366,230


			$	181,374,226




Thrifts & Mortgage Finance — 0.0%

Guaranty Financial Group, Inc.⁽¹⁾		30,220	$	5,742
Tree.com, Inc.⁽¹⁾		13,436		128,986


			$	134,728




Tobacco — 0.4%

Altria Group, Inc.		365,606	$	5,992,282
Philip Morris International, Inc.		576,267		25,136,767


			$	31,129,049




Wireless Telecommunication Services — 0.1%

America Movil SAB de CV ADR, Series L		22,000	$	851,840
Sprint Nextel Corp.⁽¹⁾		255,737		1,230,095
Telephone and Data Systems, Inc.		9,252		261,832
Telephone and Data Systems, Inc., Special Shares		24,636		639,551
Vodafone Group PLC ADR		292,918		5,708,972


			$	8,692,290



Total Common Stocks
(identified cost $8,545,259,472)			$	8,726,985,164




Preferred Stocks — 0.0%

Security	Shares		Value



Commercial Banks — 0.0%

Wells Fargo & Co.		166	$	67



Total Preferred Stocks
(identified cost $4,929)			$	67




Convertible Preferred Stocks — 0.0%

Security	Shares		Value



Independent Power Producers & Energy Traders — 0.0%

Enron Corp.⁽¹⁾⁽²⁾		11,050	$	0



Total Convertible Preferred Stocks
(identified cost $16,626,069)			$	0




Other Investments — 0.0%

Security	Shares		Value



Software — 0.0%

Seagate Technology, Inc. (Tax Refund Rights)⁽¹⁾⁽²⁾		197,392	$	0



Total Other Investments
(identified cost $0)			$	0




Short-Term Investments — 0.8%

	Interest
Description	(000’s omitted)		Value


Cash Management Portfolio, 0.00%⁽³⁾	$	71,296	$	71,295,881



Total Short-Term Investments
(identified cost $71,295,881)			$	71,295,881



Total Investments — 99.5%
(identified cost $8,633,186,351)			$	8,798,281,112



Other Assets, Less Liabilities — 0.5%			$	42,390,207



Net Assets — 100.0%			$	8,840,671,319

ADR - American Depository Receipt


(1)		Non-income producing security.

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

(3)		Affiliated investment company available to Eaton Vance portfolios and funds which invests in high quality, U.S. dollar denominated money market instruments. The rate shown is the annualized seven-day yield as of June 30, 2009.

See notes to financial statements

Tax-Managed Growth Portfolio as of June 30, 2009

FINANCIAL STATEMENTS (Unaudited)

Statement of Assets and Liabilities


As of June 30, 2009

Assets

Unaffiliated investments, at value (identified cost $8,561,890,470)	$	8,726,985,231
Affiliated investment, at value (identified cost $71,295,881)		71,295,881
Receivable for investments sold		29,152,354
Dividends and interest receivable		14,602,713
Interest receivable from affiliated investment		1,157
Tax reclaims receivable		2,420,875


Total assets	$	8,844,458,211





Liabilities

Payable to affiliates:
Investment adviser fee	$	3,367,917
Trustees’ fees		12,625
Accrued expenses		406,350


Total liabilities	$	3,786,892


Net Assets applicable to investors’ interest in Portfolio	$	8,840,671,319





Sources of Net Assets

Net proceeds from capital contributions and withdrawals	$	8,675,464,352
Net unrealized appreciation		165,206,967


Total	$	8,840,671,319

Statement of Operations


For the Six Months Ended
June 30, 2009

Investment Income

Dividends (net of foreign taxes, $2,068,973)	$	118,288,265
Interest income allocated from affiliated investment		513,933
Expenses allocated from affiliated investment		(386,729	)


Total investment income	$	118,415,469





Expenses

Investment adviser fee	$	19,920,922
Trustees’ fees and expenses		25,250
Custodian fee		609,295
Legal and accounting services		83,225
Miscellaneous		190,162


Total expenses	$	20,828,854



Net investment income	$	97,586,615





Realized and Unrealized Gain (Loss)

Net realized gain (loss) —
Investment transactions⁽¹⁾	$	(581,176,493	)
Foreign currency transactions		30,916


Net realized loss	$	(581,145,577	)


Change in unrealized appreciation (depreciation) —
Investments	$	385,652,880
Foreign currency transactions		419


Net change in unrealized appreciation (depreciation)	$	385,653,299



Net realized and unrealized loss	$	(195,492,278	)



Net decrease in net assets from operations	$	(97,905,663	)


⁽¹⁾	Includes net realized losses of $94,639,592 from redemptions in-kind.

See notes to financial statements

Tax-Managed Growth Portfolio as of June 30, 2009

FINANCIAL STATEMENTS CONT’D

Statements of Changes in Net Assets


	Six Months Ended
Increase (Decrease)	June 30, 2009			Year Ended
in Net Assets	(Unaudited)			December 31, 2008

From operations —
Net investment income	$	97,586,615		$	291,159,659
Net realized loss from investment transactions and foreign currency transactions		(581,145,577	)		(57,601,117	)
Net change in unrealized appreciation (depreciation) from investments and foreign currency		385,653,299			(6,326,916,620	)


Net decrease in net assets from operations	$	(97,905,663	)	$	(6,093,358,078	)


Capital transactions —
Contributions	$	290,188,081		$	1,174,044,484
Withdrawals		(1,954,354,155	)		(4,342,104,580	)


Net decrease in net assets from capital transactions	$	(1,664,166,074	)	$	(3,168,060,096	)


Net decrease in net assets	$	(1,762,071,737	)	$	(9,261,418,174	)





Net Assets

At beginning of period	$	10,602,743,056		$	19,864,161,230


At end of period	$	8,840,671,319		$	10,602,743,056

See notes to financial statements

Tax-Managed Growth Portfolio as of June 30, 2009

FINANCIAL STATEMENTS CONT’D

Supplementary Data


	Six Months Ended			Year Ended December 31,
	June 30, 2009
	(Unaudited)			2008			2007			2006			2005			2004



Ratios/Supplemental Data

Ratios (As a percentage of average daily net assets):
Expenses⁽¹⁾		0.47	%⁽²⁾		0.45	%		0.44	%		0.45	%		0.45	%⁽³⁾		0.45	%⁽³⁾
Net investment income		2.22	%⁽²⁾		1.84	%		1.52	%		1.39	%		1.25	%⁽³⁾		1.18	%⁽³⁾
Portfolio Turnover⁽⁴⁾		2	%⁽⁶⁾		1	%		2	%		1	%		0	%⁽⁵⁾		3	%



Total Return		1.25	%⁽⁶⁾		(32.76	)%		4.72	%		13.69	%		4.70	%		9.67	%



Net assets, end of period (000’s omitted)	$	8,840,671		$	10,602,743		$	19,864,161		$	20,387,292		$	19,032,607		$	19,141,142


(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%, 3%, 6%, 7%, 6% and 10% for the six months ended June 30, 2009 and the five preceding calendar years.

(5)		Amounts to less than 1%.

(6)		Not annualized.

See notes to financial statements

Tax-Managed Growth Portfolio as of June 30, 2009

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, 2009, Eaton Vance Tax-Managed Growth Fund 1.0, Eaton Vance Tax-Managed Growth Fund 1.1, Eaton Vance Tax-Managed Growth Fund 1.2 and Eaton Vance Tax-Managed Equity Asset Allocation Fund held an interest of 6.4%, 14.4%, 6.4%, and 1.3% respectively, in the Portfolio. In addition, an unregistered fund advised by the adviser to the Portfolio held a 71.5% interest in the Portfolio.

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

A Investment Valuations — Equity securities (including common shares of closed-end investment companies) listed on a U.S. securities exchange generally are valued at the last sale price on the day of valuation or, if no sales took place on such date, at the mean between the closing bid and asked prices therefore on the exchange where such securities are principally traded. Equity securities listed on the NASDAQ Global or Global Select Market generally are valued at the NASDAQ official closing price. Unlisted or listed securities for which closing sales prices or closing quotations are not available are valued at the mean between the latest available bid and asked prices or, in the case of preferred equity securities that are not listed or traded in the over-the-counter market, by a third party pricing service that will use various techniques that consider factors including, but not limited to, prices or yields of securities with similar characteristics, benchmark yields, broker/dealer quotes, quotes of underlying common stock, issuer spreads, as well as industry and economic events. The value of preferred equity securities that are valued by a pricing service on a bond basis will be adjusted by an income factor, to be determined by the investment adviser, to reflect the next anticipated regular dividend. The daily valuation of exchange-traded foreign securities generally is determined as of the close of trading on the principal exchange on which such securities trade. Events occurring after the close of trading on foreign exchanges may result in adjustments to the valuation of foreign securities to more accurately reflect their fair value as of the close of regular trading on the New York Stock Exchange. When valuing foreign equity securities that meet certain criteria, the Trustees have approved the use of a fair value service that values such securities to reflect market trading that occurs after the close of the applicable foreign markets of comparable securities or other instruments that have a strong correlation to the fair-valued securities. Foreign securities and currencies are valued in U.S. dollars, based on foreign currency exchange rate quotations supplied by a third party pricing service. The pricing service uses a proprietary model to determine the exchange rate. Inputs to the model include reported trades and implied bid/ask spreads. Short-term debt securities with a remaining maturity of sixty days or less are generally valued at amortized cost, which approximates market value. If short-term debt securities are acquired with a remaining maturity of more than sixty days, they will be valued by a pricing service. Investments for which valuations or market quotations are not readily available or are deemed unreliable are valued at fair value using methods determined in good faith by or at the direction of the Trustees of the Portfolio in a manner that most fairly reflects the security’s value, or the amount that the Portfolio might reasonably expect to receive for the security upon its current sale in the ordinary course. Each such determination is based on a consideration of all relevant factors, which are likely to vary from one pricing context to another. These factors may include, but are not limited to, the type of security, the existence of any contractual restrictions on the security’s disposition, the price and extent of public trading in similar securities of the issuer or of comparable companies, quotations or relevant information obtained from broker-dealers or other market participants, information obtained from the issuer, analysts, and/or the appropriate stock exchange (for exchange-traded securities), an analysis of the company’s financial condition, and an evaluation of the forces that influence the issuer and the market(s) in which the security is purchased and sold.

The Portfolio may invest in Cash Management Portfolio (Cash Management), an affiliated investment company managed by Boston Management and Research (BMR), a subsidiary of Eaton Vance Management (EVM). Cash Management values its investment securities utilizing the amortized cost valuation technique permitted by Rule 2a-7 of the 1940 Act, pursuant to which Cash Management must comply with certain conditions. This technique involves initially valuing a portfolio security at its cost and thereafter assuming a constant amortization to maturity of any discount or premium. If amortized cost is determined not to approximate fair value, Cash Management may value its investment securities based on available market quotations provided by a pricing service.

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.

Tax-Managed Growth Portfolio as of June 30, 2009

NOTES TO FINANCIAL STATEMENTS (Unaudited) CONT’D

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

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

As of June 30, 2009, 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, 2008 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 losses on investments. That portion of unrealized gains and losses on investments that results from fluctuations in foreign currency exchange rates is not separately disclosed.

G 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 the 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, 2009 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

Tax-Managed Growth Portfolio as of June 30, 2009

NOTES TO FINANCIAL STATEMENTS (Unaudited) CONT’D

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


	Annual Fee Rate
Average Daily Net Assets For the Month	(for each level)

$500 million but less than $1 billion		0.5625	%
$1 billion but less than $1.5 billion		0.5000	%
$1.5 billion but less than $7 billion		0.4375	%
$7 billion but less than $10 billion		0.4250	%
$10 billion but less than $15 billion		0.4125	%
$15 billion but less than $20 billion		0.4000	%
$20 billion but less than $25 billion		0.3900	%
$25 billion and over		0.3800	%

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, 2009, the Portfolio’s adviser fee totaled $20,290,553 of which $369,631 was allocated from Cash Management and $19,920,922 was paid or accrued directly by the Portfolio. For the six months ended June 30, 2009, the Portfolio’s adviser fee, including the portion allocated from Cash Management, was 0.45% 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, 2009, 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 $164,606,790 and $680,595,926, respectively, for the six months ended June 30, 2009. In addition, investments having an aggregate market value of $908,200,497 at dates of withdrawal were distributed in payment for capital withdrawals during the six months ended June 30, 2009.

4 Federal Income Tax Basis of Investments

The cost and unrealized appreciation (depreciation) of investments of the Portfolio at June 30, 2009 as determined on a federal income tax basis were as follows:


Aggregate cost	$	2,476,813,637


Gross unrealized appreciation	$	13,464,810,081
Gross unrealized depreciation		(7,143,342,606	)


Net unrealized appreciation	$	6,321,467,475

5 Line of Credit

The Portfolio participates with other portfolios and funds managed by EVM and its affiliates in a $450 million unsecured line of credit agreement with a group of banks. Borrowings are made by the Portfolio solely to facilitate the handling of unusual and/or unanticipated short-term cash requirements. Interest is charged to the Portfolio based on its borrowings at an amount above either the Eurodollar rate or Federal Funds rate. In addition, a fee computed at an annual rate of 0.10% on the daily unused portion of the line of credit is allocated among the participating portfolios and funds at the end of each quarter. The Portfolio did not have any significant borrowings or allocated fees during the six months ended June 30, 2009.

6 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. In the event of counterparty default, the Portfolio is subject to potential loss if it is delayed or prevented from exercising its right to dispose of the collateral. The Portfolio bears risk in the event that invested collateral is not sufficient to meet obligations due on loans. At June 30, 2009, the Portfolio had no securities on loan.

7 Fair Value Measurements

FASB Statement of Financial Accounting Standards No. 157 (FAS 157), “Fair Value Measurements”, established a three-tier hierarchy to prioritize the assumptions, referred to as inputs, used in valuation

Tax-Managed Growth Portfolio as of June 30, 2009

NOTES TO FINANCIAL STATEMENTS (Unaudited) CONT’D

techniques to measure fair value. The three-tier hierarchy of inputs is summarized in the three broad levels listed below.


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

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

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

At June 30, 2009, the inputs used in valuing the Portfolio’s investments, which are carried at value, were as follows:


	Quoted
	Prices in
	Active		Significant		Significant
	Markets for		Other		Unobser-
	Identical		Observable		vable
	Assets		Inputs		Inputs

Asset Description	(Level 1)		(Level 2)		(Level 3)		Total

Common Stocks
Capital Markets	$	339,914,273	$	7,107,710	$	—	$	347,021,983
Commercial Banks		198,089,680		49,042,853		—		247,132,533
Construction Materials		8,700,252		3,617,015		—		12,317,267
Diversified Telecommunication Services		122,299,786		—		0		122,299,786
Food Products		105,015,026		103,835,730		—		208,850,756
Media		346,599,476		2,918,620		—		349,518,096
Others		7,439,844,743		—		—		7,439,844,743


Total Common Stocks	$	8,560,463,236	$	166,521,928	$	—	$	8,726,985,164
Convertible Preferred Stocks		—		—		0		0
Other Investments		—		—		0		0
Preferred Stocks		67		—		—		67
Short-Term Investments		71,295,881		—		—		71,295,881


Total	$	8,631,759,184	$	166,521,928	$	0	$	8,798,281,112

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

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, 2008	$	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, 2009	$	0


*		All Level 3 assets held at December 31, 2008 and June 30, 2009 were valued at $0.

8 Review for Subsequent Events

In connection with the preparation of the financial statements of the Portfolio as of and for the six months ended June 30, 2009, events and transactions subsequent to June 30, 2009 through August 19, 2009, the date the financial statements were issued, have been evaluated by the Portfolio’s management for possible adjustment and/or disclosure. Management has not identified any subsequent events requiring financial statement disclosure as of the date these financial statements were issued.

Eaton Vance Tax-Managed Growth Fund 1.1

BOARD OF TRUSTEES’ ANNUAL APPROVAL OF INVESTMENT ADVISORY AGREEMENT

Overview of the Contract Review Process

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

At a meeting of the Boards of Trustees (each a “Board”) of the Eaton Vance group of mutual funds (the “Eaton Vance Funds”) held on April 27, 2009, 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 2009. Such information included, among other things, the

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 1.1

BOARD OF TRUSTEES’ ANNUAL APPROVAL OF INVESTMENT ADVISORY AGREEMENT 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, 2009, the Board met eighteen times and the Contract Review Committee, the Audit Committee, the Governance Committee, the Portfolio Management Committee and the Compliance Reports and Regulatory Matters Committee, each of which is a Committee comprised solely of Independent Trustees, met seven, five, six, six and six times, respectively. At such meetings, the Trustees received, among other things, presentations by the portfolio managers and other investment professionals of each adviser relating to the investment performance of each fund and the investment strategies used in pursuing the fund’s investment objective.

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

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

Results of the Process

Based on its consideration of the foregoing, and such other information as it deemed relevant, including the factors and conclusions described below, the Contract Review Committee concluded that the continuance of the investment advisory agreement of Tax-Managed Growth Portfolio (the “Portfolio”), the portfolio in which Eaton Vance Tax-Managed Growth Fund 1.1 (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, including recent changes to such personnel. 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 and the Financial Industry Regulatory Authority.

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

The Board considered the Adviser’s recommendations for Board action and other steps taken in response to the unprecedented dislocations experienced in the capital markets over recent periods, including sustained periods of high volatility, credit disruption and government intervention. In particular, the Board considered the Adviser’s efforts and expertise with respect to each of the following

Eaton Vance Tax-Managed Growth Fund 1.1

BOARD OF TRUSTEES’ ANNUAL APPROVAL OF INVESTMENT ADVISORY AGREEMENT CONT’D

matters as they relate to the Fund and/or other funds within the Eaton Vance family of funds: (i) negotiating and maintaining the availability of bank loan facilities and other sources of credit used for investment purposes or to satisfy liquidity needs; (ii) establishing the fair value of securities and other instruments held in investment portfolios during periods of market volatility and issuer-specific disruptions; and (iii) the ongoing monitoring of investment management processes and risk controls.

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

Fund Performance

The Board compared the Fund’s investment performance to a relevant universe of similarly managed funds identified by an independent data provider and appropriate benchmark indices. The Board reviewed comparative performance data for the one-, three-, five- and ten-year periods ended September 30, 2008 for the Fund. 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, 2008, 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. 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.

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.


(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.

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	Item 1. Reports to Stockholders
	Item 2. Code of Ethics
	Item 3. Audit Committee Financial Expert
	Item 4. Principal Accountant Fees and Services
	Item 5. Audit Committee of Listed registrants
	Item 6. Schedule of Investments
	Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies
	Item 8. Portfolio Managers of Closed-End Management Investment Companies
	Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers
	Item 10. Submission of Matters to a Vote of Security Holders
	Item 11. Controls and Procedures
	Item 12. Exhibits
Signatures
EX-99.CERT Section 302 Certification
EX-99.906CERT Section 906 Certification


Officers Thomas E. Faust Jr. President and Trustee William H. Ahern, Jr. Vice President John R. Baur Vice President Michael A. Cirami Vice President Cynthia J. Clemson Vice President Charles B. Gaffney Vice President Christine M. Johnston Vice President Aamer Khan Vice President Thomas H. Luster Vice President Robert B. MacIntosh Vice President Jeffrey A. Rawlins Vice President Duncan W. Richardson Vice President Judith A. Saryan Vice President Susan Schiff Vice President Thomas Seto Vice President David M. Stein Vice President Dan R. Strelow Vice President Mark S. Venezia Vice President Adam A. Weigold Vice President Barbara E. Campbell Treasurer Maureen A. Gemma Secretary and Chief Legal Officer Paul M. O’Neil Chief Compliance Officer		Trustees Ralph F. Verni Chairman Benjamin C. Esty Allen R. Freedman William H. Park Ronald A. Pearlman Helen Frame Peters Heidi L. Steiger Lynn A. Stout


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


1096-8/09	TGSRC1.1