Tax-Managed Growth Portfolio

June 30, 2011

Portfolio of Investments (Unaudited)

Common Stocks — 98.9%

Security Shares Value

Aerospace & Defense — 4.5%

Boeing Co. (The)
969,567 $ 71,680,088

General Dynamics Corp.
473,021 35,249,525

Honeywell International, Inc.
290,022 17,282,411

Huntington Ingalls Industries, Inc.⁽¹⁾
7,222 249,159

Lockheed Martin Corp.
19,800 1,603,206

Northrop Grumman Corp.
43,336 3,005,352

Precision Castparts Corp.
4,749 781,923

Raytheon Co.
53,403 2,662,139

Rockwell Collins, Inc.
166,153 10,249,979

Textron, Inc.
33,277 785,670

United Technologies Corp.
2,975,135 263,329,199

$ 406,878,651

Air Freight & Logistics — 1.1%

C.H. Robinson Worldwide, Inc.
2,207 $ 174,000

FedEx Corp.
567,786 53,854,502

United Parcel Service, Inc., Class B
582,775 42,501,781

$ 96,530,283

Auto Components — 0.3%

Johnson Controls, Inc.
748,121 $ 31,166,721

$ 31,166,721

Automobiles — 0.0%⁽²⁾

Daimler AG
17,284 $ 1,302,522

Harley-Davidson, Inc.
800 32,776

$ 1,335,298

Beverages — 5.4%

Brown-Forman Corp., Class A
193,116 $ 13,904,352

Brown-Forman Corp., Class B
131,607 9,829,727

Coca-Cola Co. (The)
2,700,790 181,736,159

Coca-Cola Enterprises, Inc.
31,501 919,199

Molson Coors Brewing Co., Class B
186,000 8,321,640

PepsiCo, Inc.
3,865,685 272,260,195

$ 486,971,272

Biotechnology — 1.9%

Amgen, Inc.⁽¹⁾
2,824,659 $ 164,818,853

Biogen Idec, Inc.⁽¹⁾
3,543 378,817

Gilead Sciences, Inc.⁽¹⁾
246,207 10,195,432

$ 175,393,102

Capital Markets — 4.1%

Ameriprise Financial, Inc.
289,681 $ 16,708,800

Bank of New York Mellon Corp. (The)
860,956 22,057,693

Charles Schwab Corp. (The)
718,360 11,817,022

E*TRADE Financial Corp.⁽¹⁾
4,593 63,383

Franklin Resources, Inc.
539,468 70,826,754

Goldman Sachs Group, Inc. (The)
557,466 74,193,150

Legg Mason, Inc.
96,941 3,175,787

Morgan Stanley
2,564,015 58,997,985

Northern Trust Corp.
709,098 32,590,144

State Street Corp.
759,119 34,228,676

T. Rowe Price Group, Inc.
492,243 29,701,943

UBS AG⁽¹⁾
29,488 538,451

Waddell & Reed Financial, Inc., Class A
273,635 9,946,632

$ 364,846,420

Chemicals — 1.5%

Air Products and Chemicals, Inc.
7,660 $ 732,143

Ashland, Inc.
30,391 1,963,866

Dow Chemical Co. (The)
152,627 5,494,572

E.I. Du Pont de Nemours & Co.
926,633 50,084,514

Ecolab, Inc.
380,814 21,470,293

Monsanto Co.
492,901 35,755,039

PPG Industries, Inc.
109,400 9,932,426

Sigma-Aldrich Corp.
106,716 7,830,820

$ 133,263,673

Commercial Banks — 2.8%

Bank of Montreal
33,047 $ 2,100,137

BB&T Corp.
909,195 24,402,794

Comerica, Inc.
209,267 7,234,360

Fifth Third Bancorp
978,637 12,477,622

HSBC Holdings PLC
220,592 2,193,762

HSBC Holdings PLC ADR
35,973 1,784,980

KeyCorp
111,426 928,179

M&T Bank Corp.
17,293 1,520,919

Marshall & Ilsley Corp.
157,890 1,258,383

PNC Financial Services Group, Inc.
131,883 7,861,546

Regions Financial Corp.
250,097 1,550,601

Royal Bank of Canada
148,562 8,472,491

Societe Generale
484,526 28,696,542

SunTrust Banks, Inc.
269,585 6,955,293

Synovus Financial Corp.
10,960 22,797

Toronto-Dominion Bank
17,915 1,520,983

Trustmark Corp.
102,713 2,404,511

U.S. Bancorp
2,650,227 67,607,291

See Notes to Financial Statements.

June 30, 2011

Portfolio of Investments (Unaudited) — continued

Security Shares Value

Commercial Banks (continued)

Wells Fargo & Co.
2,629,963 $ 73,796,762

Zions Bancorporation
63,405 1,522,354

$ 254,312,307

Commercial Services & Supplies — 0.1%

Cintas Corp.
57,667 $ 1,904,741

Pitney Bowes, Inc.
15,870 364,851

Waste Management, Inc.
108,828 4,056,020

$ 6,325,612

Communications Equipment — 3.2%

Cisco Systems, Inc.
3,983,030 $ 62,175,098

Juniper Networks, Inc.⁽¹⁾
459,780 14,483,070

Motorola Mobility Holdings, Inc.⁽¹⁾
56,878 1,253,591

Motorola Solutions, Inc.⁽¹⁾
52,150 2,400,986

Nokia Oyj ADR
192 1,233

Qualcomm, Inc.
3,139,942 178,317,306

Telefonaktiebolaget LM Ericsson, Class B ADR
1,750,000 25,165,000

$ 283,796,284

Computers & Peripherals — 3.6%

Apple, Inc.⁽¹⁾
389,406 $ 130,711,912

Dell, Inc.⁽¹⁾
3,921,661 65,374,089

EMC Corp.⁽¹⁾
2,586,992 71,271,630

Hewlett-Packard Co.
938,911 34,176,360

Lexmark International, Inc., Class A⁽¹⁾
9,624 281,598

NetApp, Inc.⁽¹⁾
417,589 22,040,348

$ 323,855,937

Construction Materials — 0.0%⁽²⁾

Vulcan Materials Co.
22,102 $ 851,590

$ 851,590

Consumer Finance — 0.8%

American Express Co.
857,702 $ 44,343,193

Capital One Financial Corp.
80,225 4,145,226

Discover Financial Services
830,375 22,212,531

SLM Corp.
10,200 171,462

$ 70,872,412

Distributors — 0.1%

Genuine Parts Co.
188,424 $ 10,250,266

$ 10,250,266

Diversified Consumer Services — 0.0%⁽²⁾

Apollo Group, Inc., Class A⁽¹⁾
10,812 $ 472,268

Ascent Media Corp., Class A⁽¹⁾
755 39,993

H&R Block, Inc.
22,181 355,783

$ 868,044

Diversified Financial Services — 2.0%

Bank of America Corp.
2,419,002 $ 26,512,262

CBOE Holdings, Inc.
40,000 984,000

Citigroup, Inc.
4,842 201,621

CME Group, Inc.
22,581 6,584,394

ING Groep NV ADR⁽¹⁾
191,170 2,364,773

IntercontinentalExchange, Inc.⁽¹⁾
13,162 1,641,433

JPMorgan Chase & Co.
3,239,895 132,641,301

Moody’s Corp.
179,602 6,887,736

$ 177,817,520

Diversified Telecommunication Services — 0.4%

AT&T, Inc.
396,050 $ 12,439,930

CenturyLink, Inc.
4,871 196,935

Deutsche Telekom AG ADR
50,092 782,938

Frontier Communications Corp.
33,312 268,828

Telefonos de Mexico SA de CV ADR
283,026 4,669,929

Verizon Communications, Inc.
380,097 14,151,011

Windstream Corp.
70,866 918,423

$ 33,427,994

Electric Utilities — 0.0%⁽²⁾

Duke Energy Corp.
47,340 $ 891,412

Exelon Corp.
9,202 394,214

Southern Co.
68,451 2,764,051

$ 4,049,677

Electrical Equipment — 1.4%

Emerson Electric Co.
2,036,237 $ 114,538,331

Rockwell Automation, Inc.
125,000 10,845,000

$ 125,383,331

Electronic Equipment, Instruments & Components — 0.6%

Corning, Inc.
2,838,521 $ 51,519,156

Flextronics International, Ltd.⁽¹⁾
161,054 1,033,967

TE Connectivity, Ltd.
9,230 339,295

$ 52,892,418

See Notes to Financial Statements.

Tax-Managed Growth Portfolio

June 30, 2011

Portfolio of Investments (Unaudited) — continued

Security Shares Value

Energy Equipment & Services — 1.9%

Baker Hughes, Inc.
136,681 $ 9,917,573

Halliburton Co.
1,036,351 52,853,901

Schlumberger, Ltd.
1,162,209 100,414,858

Transocean, Ltd.
75,667 4,885,061

$ 168,071,393

Food & Staples Retailing — 2.8%

Costco Wholesale Corp.
873,262 $ 70,943,805

CVS Caremark Corp.
1,456,683 54,742,147

Kroger Co. (The)
35,843 888,906

Safeway, Inc.
114,827 2,683,507

Sysco Corp.
441,438 13,764,037

Wal-Mart Stores, Inc.
1,910,219 101,509,038

Walgreen Co.
222,463 9,445,779

$ 253,977,219

Food Products — 3.1%

Archer-Daniels-Midland Co.
1,490,873 $ 44,949,821

Campbell Soup Co.
54,780 1,892,649

ConAgra Foods, Inc.
1,631 42,096

General Mills, Inc.
40,967 1,524,792

H.J. Heinz Co.
7,500 399,600

Hershey Co. (The)
504,765 28,695,890

Kraft Foods, Inc., Class A
198,757 7,002,209

McCormick & Co., Inc.
10,600 525,442

Nestle SA
2,750,000 171,128,351

Sara Lee Corp.
1,288,899 24,476,192

Unilever NV
4,636 152,293

$ 280,789,335

Health Care Equipment & Supplies — 1.0%

Bard (C.R.), Inc.
25,000 $ 2,746,500

Baxter International, Inc.
218,222 13,025,671

Becton, Dickinson and Co.
63,708 5,489,718

Boston Scientific Corp.⁽¹⁾
36,529 252,415

CareFusion Corp.⁽¹⁾
108,138 2,938,109

Covidien PLC
191,537 10,195,515

Medtronic, Inc.
699,450 26,949,809

St. Jude Medical, Inc.
66,365 3,164,283

Stryker Corp.
131,368 7,709,988

Zimmer Holdings, Inc.⁽¹⁾
225,425 14,246,860

$ 86,718,868

Health Care Providers & Services — 0.9%

AmerisourceBergen Corp.
473,884 $ 19,618,798

Cardinal Health, Inc.
186,462 8,469,104

CIGNA Corp.
58,467 3,006,958

Express Scripts, Inc.⁽¹⁾
281,972 15,220,848

Henry Schein, Inc.⁽¹⁾
299,980 21,475,568

McKesson Corp.
3,166 264,836

Medco Health Solutions, Inc.⁽¹⁾
133,872 7,566,445

PharMerica Corp.⁽¹⁾
10,313 131,594

UnitedHealth Group, Inc.
83,696 4,317,040

WellPoint, Inc.
53,673 4,227,822

$ 84,299,013

Hotels, Restaurants & Leisure — 2.4%

Carnival Corp.
533,768 $ 20,085,690

International Game Technology
459,500 8,078,010

Interval Leisure Group, Inc.⁽¹⁾
5,349 73,228

Marriott International, Inc., Class A
401,544 14,250,797

McDonald’s Corp.
860,566 72,562,925

Starbucks Corp.
2,360,488 93,215,671

Yum! Brands, Inc.
210,518 11,629,014

$ 219,895,335

Household Durables — 0.2%

D.R. Horton, Inc.
417,028 $ 4,804,162

Fortune Brands, Inc.
117,078 7,466,064

Leggett & Platt, Inc.
263,428 6,422,375

Newell Rubbermaid, Inc.
37,838 597,084

$ 19,289,685

Household Products — 1.6%

Clorox Co. (The)
27,272 $ 1,839,224

Colgate-Palmolive Co.
587,754 51,375,577

Kimberly-Clark Corp.
520,234 34,626,775

Procter & Gamble Co.
872,555 55,468,321

$ 143,309,897

Independent Power Producers & Energy Traders — 0.0%⁽²⁾

AES Corp. (The)⁽¹⁾
93,180 $ 1,187,113

$ 1,187,113

See Notes to Financial Statements.

Tax-Managed Growth Portfolio

June 30, 2011

Portfolio of Investments (Unaudited) — continued

Security Shares Value

Industrial Conglomerates — 2.1%

3M Co.
842,439 $ 79,905,339

General Electric Co.
5,620,681 106,006,044

Tyco International, Ltd.
22,764 1,125,224

$ 187,036,607

Insurance — 2.7%

Aegon NV ADR⁽¹⁾
5,088,862 $ 34,604,262

Aflac, Inc.
116,818 5,453,064

Allstate Corp. (The)
60,964 1,861,231

AON Corp.
25,900 1,328,670

Berkshire Hathaway, Inc., Class A⁽¹⁾
623 72,333,415

Berkshire Hathaway, Inc., Class B⁽¹⁾
939,968 72,744,123

Chubb Corp.
24,930 1,560,867

Cincinnati Financial Corp.
135,528 3,954,707

Hartford Financial Services Group, Inc.
10,762 283,794

Manulife Financial Corp.
65,344 1,153,975

Marsh & McLennan Cos., Inc.
24,256 756,545

Old Republic International Corp.
1 12

Progressive Corp.
1,151,822 24,625,954

Torchmark Corp.
252,479 16,194,003

Travelers Companies, Inc. (The)
76,466 4,464,085

$ 241,318,707

Internet & Catalog Retail — 0.1%

Amazon.com, Inc.⁽¹⁾
41,282 $ 8,441,756

HSN, Inc.⁽¹⁾
1 33

$ 8,441,789

Internet Software & Services — 1.7%

Akamai Technologies, Inc.⁽¹⁾
200,000 $ 6,294,000

AOL, Inc.⁽¹⁾
27,060 537,412

eBay, Inc.⁽¹⁾
1,260,217 40,667,203

Google, Inc., Class A⁽¹⁾⁽³⁾
3,500 1,771,591

Google, Inc., Class A⁽¹⁾
203,296 102,945,028

IAC/InterActiveCorp⁽¹⁾
13,368 510,256

VeriSign, Inc.
14,758 493,803

$ 153,219,293

IT Services — 5.9%

Accenture PLC, Class A
2,738,000 $ 165,429,960

Automatic Data Processing, Inc.
1,314,993 69,273,831

Broadridge Financial Solutions, Inc.
10,202 245,562

Fidelity National Information Services, Inc.
63,590 1,957,936

Fiserv, Inc.⁽¹⁾
41,411 2,593,571

International Business Machines Corp.
1,567,550 268,913,203

Paychex, Inc.
756,046 23,225,733

Total System Services, Inc.
32,405 602,085

Western Union Co.
54,638 1,094,399

$ 533,336,280

Leisure Equipment & Products — 0.0%⁽²⁾

Mattel, Inc.
22,565 $ 620,312

$ 620,312

Life Sciences Tools & Services — 0.3%

Agilent Technologies, Inc.⁽¹⁾
453,887 $ 23,198,165

Thermo Fisher Scientific, Inc.⁽¹⁾
18,700 1,204,093

$ 24,402,258

Machinery — 3.6%

Caterpillar, Inc.
121,835 $ 12,970,554

Danaher Corp.
43,144 2,286,201

Deere & Co.
2,623,301 216,291,168

Dover Corp.
383,990 26,034,522

Illinois Tool Works, Inc.
1,203,805 68,002,944

Parker Hannifin Corp.
30,763 2,760,672

WABCO Holdings, Inc.⁽¹⁾
1,156 79,833

$ 328,425,894

Media — 3.1%

CBS Corp., Class B
68,701 $ 1,957,291

Comcast Corp., Class A
201,884 5,115,741

Comcast Corp., Special Class A
1,732,498 41,978,427

DIRECTV, Class A⁽¹⁾
20,703 1,052,126

Discovery Communications, Inc., Class A⁽¹⁾
7,555 309,453

Discovery Communications, Inc., Class C⁽¹⁾
7,555 276,135

Gannett Co., Inc.
5,643 80,808

Liberty Media Corp. - Capital, Class A⁽¹⁾
5,175 443,756

Liberty Media Corp. - Starz, Series A⁽¹⁾
3,022 227,375

McGraw-Hill Cos., Inc. (The)
86,290 3,616,414

News Corp., Class A
97 1,717

Omnicom Group, Inc.
112,077 5,397,628

Time Warner Cable, Inc.
94,401 7,367,054

Time Warner, Inc.
367,299 13,358,665

Viacom, Inc., Class B
77,467 3,950,817

Walt Disney Co. (The)
4,876,592 190,382,152

See Notes to Financial Statements.

Tax-Managed Growth Portfolio

June 30, 2011

Portfolio of Investments (Unaudited) — continued

Security Shares Value

Media (continued)

Washington Post Co., Class B
1,500 $ 628,425

WPP PLC ADR
18,396 1,154,349

$ 277,298,333

Metals & Mining — 0.4%

Alcoa, Inc.
52,760 $ 836,774

Freeport-McMoRan Copper & Gold, Inc.
450,000 23,805,000

Nucor Corp.
230,000 9,480,600

$ 34,122,374

Multiline Retail — 0.9%

Macy’s, Inc.
26,301 $ 769,041

Sears Holdings Corp.⁽¹⁾
410 29,290

Target Corp.
1,766,758 82,878,618

$ 83,676,949

Oil, Gas & Consumable Fuels — 8.3%

Anadarko Petroleum Corp.
1,468,869 $ 112,750,385

Apache Corp.
2,144,112 264,561,980

BP PLC ADR
198,683 8,799,670

Chevron Corp.
614,229 63,167,310

ConocoPhillips
346,879 26,081,832

Devon Energy Corp.
568,727 44,821,375

Exxon Mobil Corp.
2,277,592 185,350,437

Hess Corp.
224,579 16,789,526

Marathon Oil Corp.
175,831 9,262,777

Murphy Oil Corp.
78,679 5,166,063

Royal Dutch Shell PLC ADR, Class A
76,110 5,413,704

Royal Dutch Shell PLC ADR, Class B
9,594 688,370

Spectra Energy Corp.
8,313 227,859

Williams Cos., Inc.
2,000 60,500

$ 743,141,788

Paper & Forest Products — 0.0%⁽²⁾

Neenah Paper, Inc.
975 $ 20,748

$ 20,748

Personal Products — 0.0%⁽²⁾

Estee Lauder Cos., Inc. (The), Class A
13,035 $ 1,371,152

$ 1,371,152

Pharmaceuticals — 8.3%

Abbott Laboratories
3,104,923 $ 163,381,048

Allergan, Inc.
81,962 6,823,337

Bristol-Myers Squibb Co.
1,500,706 43,460,446

Eli Lilly & Co.
1,480,633 55,568,157

GlaxoSmithKline PLC ADR
459,388 19,707,745

Hospira, Inc.⁽¹⁾
18,399 1,042,487

Johnson & Johnson
2,578,829 171,543,705

Merck & Co., Inc.
1,496,585 52,814,485

Novo Nordisk A/S ADR
249,848 31,300,957

Pfizer, Inc.
6,024,802 124,110,921

Teva Pharmaceutical Industries, Ltd. ADR
1,671,886 80,618,343

$ 750,371,631

Real Estate Investment Trusts (REITs) — 0.0%

Weyerhaeuser Co.
11,615 $ 253,904

$ 253,904

Road & Rail — 0.2%

Norfolk Southern Corp.
24,192 $ 1,812,706

Union Pacific Corp.
132,257 13,807,631

$ 15,620,337

Semiconductors & Semiconductor Equipment — 3.9%

Analog Devices, Inc.
560,289 $ 21,929,711

Applied Materials, Inc.
1,065,614 13,863,638

Broadcom Corp., Class A⁽¹⁾
897,422 30,189,276

Cypress Semiconductor Corp.⁽¹⁾
52,742 1,114,966

Intel Corp.
10,405,112 230,577,282

KLA-Tencor Corp.
141,604 5,732,130

Linear Technology Corp.
123,388 4,074,272

Maxim Integrated Products, Inc.
223,099 5,702,410

NVIDIA Corp.⁽¹⁾
284,500 4,533,508

Texas Instruments, Inc.
897,287 29,457,932

Verigy, Ltd.⁽¹⁾
284 4,252

Xilinx, Inc.
23,107 842,712

$ 348,022,089

Software — 3.8%

Activision Blizzard, Inc.
846,350 $ 9,885,368

Adobe Systems, Inc.⁽¹⁾
409,776 12,887,455

CA, Inc.
45,408 1,037,119

Citrix Systems, Inc.⁽¹⁾
10,439 835,120

Microsoft Corp.
3,224,770 83,844,020

Oracle Corp.
6,883,206 226,526,310

Symantec Corp.⁽¹⁾
163,117 3,216,667

$ 338,232,059

See Notes to Financial Statements.

Tax-Managed Growth Portfolio

June 30, 2011

Portfolio of Investments (Unaudited) — continued

Security Shares Value

Specialty Retail — 2.5%

Best Buy Co., Inc.
148,536 $ 4,665,516

Gap, Inc. (The)
89,138 1,613,398

Home Depot, Inc.
2,985,981 108,152,232

Limited Brands, Inc.
41,877 1,610,171

Lowe’s Companies, Inc.
663,831 15,473,900

Staples, Inc.
192,930 3,048,294

TJX Companies, Inc. (The)
1,701,405 89,374,804

$ 223,938,315

Textiles, Apparel & Luxury Goods — 3.1%

Coach, Inc.
10,800 $ 690,444

Hanesbrands, Inc.⁽¹⁾
198,503 5,667,261

NIKE, Inc., Class B
3,058,444 275,198,791

VF Corp.
12,000 1,302,720

$ 282,859,216

Thrifts & Mortgage Finance — 0.0%⁽²⁾

Tree.com, Inc.⁽¹⁾
13,436 $ 68,792

$ 68,792

Tobacco — 0.2%

Altria Group, Inc.
209,275 $ 5,526,953

Philip Morris International, Inc.
255,585 17,065,410

$ 22,592,363

Wireless Telecommunication Services — 0.1%

America Movil SAB de CV ADR, Series L
30,500 $ 1,643,340

Sprint Nextel Corp.⁽¹⁾
135,160 728,513

Vodafone Group PLC ADR
182,074 4,865,017

$ 7,236,870

Total Common Stocks

(identified cost $6,128,518,374)
$ 8,904,254,730

Preferred Stocks — 0.0%⁽²⁾

Security Shares Value

Commercial Banks — 0.0%⁽²⁾

Wells Fargo & Co.
166 $ 33

Total Preferred Stocks

(identified cost $4,929)
$ 33

Rights — 0.0%⁽²⁾

Security Shares Value

Pharmaceuticals — 0.0%⁽²⁾

Sanofi SA, Exp. 12/31/20⁽¹⁾
6,984 $ 16,832

Total Rights

(identified cost $16,440)
$ 16,832

Short-Term Investments — 0.8%

Interest

Description (000’s omitted) Value

Eaton Vance Cash Reserves Fund, LLC, 0.11%⁽⁴⁾
$ 75,917 $ 75,917,265

Total Short-Term Investments

(identified cost $75,917,265)
$ 75,917,265

Total Investments — 99.7%

(identified cost $6,204,457,008)
$ 8,980,188,860

Other Assets, Less Liabilities — 0.3%
$ 25,292,186

Net Assets — 100.0%
$ 9,005,481,046

The percentage shown for each investment category in the Portfolio of Investments is based on net assets.


ADR		- American Depositary Receipt


⁽¹⁾		Non-income producing security.

⁽²⁾		Amount is less than 0.05%.

⁽³⁾		Security subject to restrictions on resale (see Note 5).

⁽⁴⁾		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, 2011. Net income allocated from the investment in Eaton Vance Cash Reserves Fund, LLC for the fiscal year to date ended June 30, 2011 was $61,506.

See Notes to Financial Statements.

Tax-Managed Growth Portfolio

June 30, 2011

Statement of Operations (Unaudited)


	Six Months Ended
Investment Income	June 30, 2011

Dividends (net of foreign taxes, $2,536,070)	$	88,010,042
Interest allocated from affiliated investment		66,619
Expenses allocated from affiliated investment		(5,113	)


Total investment income	$	88,071,548





Expenses

Investment adviser fee	$	20,846,306
Trustees’ fees and expenses		25,250
Custodian fee		613,404
Audit and tax services		49,233
Miscellaneous		101,948


Total expenses	$	21,636,131


Deduct —
Reduction of custodian fee	$	48


Total expense reductions	$	48



Net expenses	$	21,636,083



Net investment income	$	66,435,465





Realized and Unrealized Gain (Loss)

Net realized gain (loss) —
Investment transactions⁽¹⁾	$	123,239,764
Investment transactions allocated from affiliated investment		2,291
Foreign currency transactions		56,099


Net realized gain	$	123,298,154


Change in unrealized appreciation (depreciation) —
Investments	$	251,408,712
Foreign currency		141,670


Net change in unrealized appreciation (depreciation)	$	251,550,382



Net realized and unrealized gain	$	374,848,536



Net increase in net assets from operations	$	441,284,001


⁽¹⁾		Includes $129,920,672 of net realized gains from redemptions in-kind.

See Notes to Financial Statements.

Eaton Vance

Tax-Managed Growth Portfolio

June 30, 2011

Notes to Financial Statements (Unaudited)

1 Significant Accounting Policies

Tax-Managed Growth Portfolio (the Portfolio) is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as a diversified, open-end management investment company. The Portfolio’s investment objective is to achieve long-term, after-tax returns for interestholders through investing in a diversified portfolio of equity securities. The Declaration of Trust permits the Trustees to issue interests in the Portfolio. At June 30, 2011, Eaton Vance Tax-Managed Growth Fund 1.0, Eaton Vance Tax-Managed Growth Fund 1.1, Eaton Vance Tax-Managed Growth Fund 1.2 and Eaton Vance Tax-Managed Equity Asset Allocation held an interest of 7.4%, 14.3%, 5.7%, and 1.5% respectively, in the Portfolio. In addition, an unregistered fund advised by the adviser to the Portfolio held 71.2% 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 Valuation — Equity securities (including common shares of closed-end investment companies) listed on a U.S. securities exchange generally are valued at the last sale or closing 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 obligations purchased with a remaining maturity of sixty days or less are generally valued at amortized cost, which approximates market value. If short-term debt securities are acquired with a remaining maturity of more than sixty days, they will be valued by a pricing service.

The Portfolio may invest in Eaton Vance Cash Reserves Fund, LLC (Cash Reserves Fund), an affiliated investment company managed by Eaton Vance Management (EVM). Cash Reserves Fund generally values its investment securities utilizing the amortized cost valuation technique in accordance with Rule 2a-7 under the 1940 Act. This technique involves initially valuing a portfolio security at its cost and thereafter assuming a constant amortization to maturity of any discount or premium. If amortized cost is determined not to approximate fair value, Cash Reserves Fund may value its investment securities in the same manner as debt obligations described above.

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 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, 2011, 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, 2010 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.

Eaton Vance

Tax-Managed Growth Portfolio

June 30, 2011

Notes to Financial Statements (Unaudited) — continued

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. Under Massachusetts law, if certain conditions prevail, interestholders in the Portfolio could be deemed to have personal liability for the obligations of the Portfolio. However, the Portfolio’s Declaration of Trust contains an express disclaimer of liability on the part of Portfolio interestholders and the By-laws provide that the Portfolio shall assume the defense on behalf of any Portfolio interestholder. Moreover, the By-laws also provide for indemnification out of Portfolio property of any interestholder held personally liable solely by reason of being or having been an interestholder for all loss or expense arising from such liability. Additionally, in the normal course of business, the Portfolio enters into agreements with service providers that may contain indemnification clauses. The Portfolio’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Portfolio that have not yet occurred.

I Interim Financial Statements — The interim financial statements relating to June 30, 2011 and for the six months then ended have not been audited by an independent registered public accounting firm, but in the opinion of the Portfolio’s management, reflect all adjustments, consisting only of normal recurring adjustments, necessary for the fair presentation of the financial statements.

2 Investment Adviser Fee and Other Transactions with Affiliates

The investment adviser fee is earned by Boston Management and Research (BMR), a 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 Portfolio’s average daily net assets up to $500 million. The advisory fee on net assets of $500 million or more is reduced as follows:


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


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

The Portfolio invests its cash in Cash Reserves Fund. EVM does not currently receive a fee for advisory services provided to Cash Reserves Fund. For the six months ended June 30, 2011, the Portfolio’s investment adviser fee amounted to $20,846,306.

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, 2011, no significant amounts have been deferred. Certain officers and Trustees of the Portfolio are officers of the above organizations.

Eaton Vance

Tax-Managed Growth Portfolio

June 30, 2011

Notes to Financial Statements (Unaudited) — continued

3 Purchases and Sales of Investments

Purchases and sales of investments, other than short-term obligations, aggregated $122,967,117 and $57,298,969, respectively, for the six months ended June 30, 2011. In addition, investors contributed securities with a value of $18,120,479 and investments having an aggregate market value of $476,983,648 at dates of withdrawal were distributed in payment for capital withdrawals, during the six months ended June 30, 2011.

4 Federal Income Tax Basis of Investments

The cost and unrealized appreciation (depreciation) of investments of the Portfolio at June 30, 2011, as determined on a federal income tax basis, were as follows:


Aggregate cost	$	2,022,040,707



Gross unrealized appreciation	$	6,958,167,861
Gross unrealized depreciation		(19,708	)



Net unrealized appreciation	$	6,958,148,153

5 Restricted Securities

At June 30, 2011, the Portfolio owned the following securities (representing 0.02% 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 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.

Date of

Eligible

Common Stocks

Acquisition

for Resale

Shares

Cost

Value

Google, Inc., Class A

11/23/10

7/16/11

3,500

4,235

1,771,591

Total Restricted Securities

4,235

1,771,591

6 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. Because the line of credit is not available exclusively to the Portfolio, it may be unable to borrow some or all of its requested amounts at any particular time. The Portfolio did not have any significant borrowings or allocated fees during the six months ended June 30, 2011.

7 Fair Value Measurements

Under generally accepted accounting principles for fair value measurements, a three-tier hierarchy to prioritize the assumptions, referred to as inputs, is used in valuation 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)

Eaton Vance

Tax-Managed Growth Portfolio

June 30, 2011

Notes to Financial Statements (Unaudited) — continued

In cases where the inputs used to measure fair value fall in different levels of the fair value hierarchy, the level disclosed is determined based on the lowest level input that is significant to the fair value measurement in its entirety. 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, 2011, the hierarchy of inputs used in valuing the Portfolio’s investments, which are carried at value, were as follows:


Asset Description	Level 1		Level 2			Level 3		Total


Common Stocks
Consumer Discretionary	$	1,159,640,262	$	—		$	—	$	1,159,640,262
Consumer Staples		1,017,882,886		171,128,351			—		1,189,011,237
Energy		911,213,181		—			—		911,213,181
Financials		1,078,599,760		30,890,304			—		1,109,490,064
Health Care		1,121,184,872		—			—		1,121,184,872
Industrials		1,166,200,715		—			—		1,166,200,715
Information Technology		2,031,582,768		1,771,592			—		2,033,354,360
Materials		168,258,385		—			—		168,258,385
Telecommunication Services		40,664,864		—			—		40,664,864
Utilities		5,236,790		—			—		5,236,790



Total Common Stocks	$	8,700,464,483	$	203,790,247	*	$	—	$	8,904,254,730



Preferred Stocks		33		—			—		33
Rights		16,832		—			—		16,832
Short-Term Investments		—		75,917,265			—		75,917,265



Total Investments	$	8,700,481,348	$	279,707,512		$	—	$	8,980,188,860


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

The Portfolio held no investments or other financial instruments as of December 31, 2010 whose fair value was determined using Level 3 inputs. At June 30, 2011, the value of investments transferred between Level 1 and Level 2, if any, during the six months then ended was not significant.

Eaton Vance

Tax-Managed Growth Fund 1.1

June 30, 2011

Board of Trustees’ Contract Approval

Overview of the Contract Review Process

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

At a meeting of the Boards of Trustees (each a “Board”) of the Eaton Vance group of mutual funds (the “Eaton Vance Funds”) held on April 25, 2011, the Board, including a majority of the Independent Trustees, voted to approve continuation of existing advisory and sub-advisory agreements for the Eaton Vance Funds for an additional one-year period. In voting its approval, the Board relied upon the affirmative recommendation of the Contract Review Committee of the Board, which is a committee comprised exclusively of Independent Trustees. Prior to making its recommendation, the Contract Review Committee reviewed information furnished for a series of meetings of the Contract Review Committee held between February and April 2011. Such information included, among other things, the following:

Information about Fees, Performance and Expenses


	•	An independent report comparing the advisory and related fees paid by each fund with fees paid by comparable funds;
	•	An independent report comparing each fund’s total expense ratio and its components to comparable funds;
	•	An independent report comparing the investment performance of each fund (including yield data and Sharpe and information ratios where relevant) to the investment performance of comparable funds over various time periods;
	•	Data regarding investment performance in comparison to relevant peer groups of similarly managed funds and appropriate indices;
	•	For each fund, comparative information concerning the fees charged and the services provided by each adviser in managing other mutual funds and institutional accounts using investment strategies and techniques similar to those used in managing such fund;
	•	Profitability analyses for each adviser with respect to each fund;

Information about Portfolio Management


	•	Descriptions of the investment management services provided to each fund, including the investment strategies and processes employed, and any changes in portfolio management processes and personnel;
	•	Information about 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 client commission arrangements and/or the fund’s policies with respect to “soft dollar” arrangements;
	•	Data relating to portfolio turnover rates of each fund;
	•	The procedures and processes used to determine the fair value of fund assets and actions taken to monitor and test the effectiveness of such procedures and processes;

Information about each Adviser


	•	Reports detailing the financial results and condition of each adviser;
	•	Descriptions of the qualifications, education and experience of the individual investment professionals whose responsibilities include portfolio management and investment research for the funds, and information relating to their compensation and responsibilities with respect to managing other mutual funds and investment accounts;
	•	Copies of the Codes of Ethics of each adviser and its affiliates, together with information relating to compliance with and the administration of such codes;
	•	Copies of or descriptions of each adviser’s policies and procedures relating to proxy voting, the handling of corporate actions and class actions;
	•	Information concerning the resources devoted to compliance efforts undertaken by each adviser and its affiliates on behalf of the funds (including descriptions of various compliance programs) and their record of compliance with investment policies and restrictions, including policies with respect to market-timing, late trading and selective portfolio disclosure, and with policies on personal securities transactions;
	•	Descriptions of the business continuity and disaster recovery plans of each adviser and its affiliates;
	•	A description of Eaton Vance Management’s procedures for overseeing third party advisers and sub-advisers;

Other Relevant Information


	•	Information concerning the nature, cost and character of the administrative and other non-investment management services provided by Eaton Vance Management and its affiliates;
	•	Information concerning management of the relationship with the custodian, subcustodians and fund accountants by each adviser or the funds’ administrator; and
	•	The terms of each advisory agreement.

Eaton Vance

Tax-Managed Growth Fund 1.1

June 30, 2011

Board of Trustees’ Contract Approval — continued

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, 2011, with respect to one or more funds, the Board met nine times and the Contract Review Committee, the Audit Committee, the Governance Committee, the Portfolio Management Committee and the Compliance Reports and Regulatory Matters Committee, each of which is a Committee comprised solely of Independent Trustees, met nine, fifteen, seven, eight and twelve times, respectively. At such meetings, the Trustees received, among other things, presentations by the portfolio managers and other investment professionals of each adviser relating to the investment performance of each fund and the investment strategies used in pursuing the fund’s investment objective including, where relevant, the use of derivative instruments, as well as trading policies and procedures and risk management techniques.

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

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

Results of the Process

Based on its consideration of the foregoing, and such other information as it deemed relevant, including the factors and conclusions described below, the Contract Review Committee concluded that the continuance of the investment advisory agreement of Tax-Managed Growth Portfolio (the “Portfolio”), the portfolio in which Eaton Vance Tax-Managed Growth Fund 1.1 (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. The Board specifically noted the Adviser’s in-house equity research capabilities and experience in managing funds that seek to maximize after-tax returns. The Board also took into account the resources dedicated to portfolio management and other services, including the compensation methods of the Adviser to recruit and retain investment personnel, and the time and attention devoted to the Portfolio by senior management.

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

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

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

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, 2010 for the Fund. The Board concluded that the performance of the Fund was satisfactory.

Eaton Vance

Tax-Managed Growth Fund 1.1

June 30, 2011

Board of Trustees’ Contract Approval — continued

Management Fees and Expenses

The Board reviewed contractual investment advisory fee rates payable by the Portfolio and by the Fund (referred to as “management fees”). As part of its review, the Board considered the management fees and the Fund’s total expense ratio for the year ended September 30, 2010, as compared to a group of similarly managed funds selected by an independent data provider. The Board also considered factors that had an impact on Fund expense ratios, as identified by management in response to inquiries from the Contract Review Committee, as well as actions being taken to reduce expenses at the Eaton Vance fund complex level, including the negotiation of reduced fees for transfer agency and custody services.

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

Profitability

The Board reviewed the level of profits realized by the Adviser and relevant affiliates thereof in providing investment advisory and administrative services to the Fund, to the Portfolio 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 Fund and the Portfolio, including the benefits of research services that may be available to the Adviser as a result of securities transactions effected for the Portfolio and other investment advisory clients.

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

Economies of Scale

In reviewing management fees and profitability, the Board also considered the extent to which the Adviser and its affiliates, on the one hand, and the Fund and the Portfolio, on the other hand, can expect to realize benefits from economies of scale as the assets of the Fund and the Portfolio increase. The Board acknowledged the difficulty in accurately measuring the benefits resulting from the economies of scale with respect to the management of any specific fund or group of funds. The Board reviewed data summarizing the increases and decreases in the assets of the Fund and of all Eaton Vance Funds as a group over various time periods, and evaluated the extent to which the total expense ratio of the Fund and the profitability of the Adviser and its affiliates may have been affected by such increases or decreases. Based upon the foregoing, the Board concluded that the Fund currently shares in the benefits from economies of scale. 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, will allow the Fund to continue to benefit from economies of scale in the future.

Eaton Vance

Tax-Managed Growth Fund 1.2

June 30, 2011

Board of Trustees’ Contract Approval

Overview of the Contract Review Process

Information about Fees, Performance and Expenses


	•	An independent report comparing the advisory and related fees paid by each fund with fees paid by comparable funds;
	•	An independent report comparing each fund’s total expense ratio and its components to comparable funds;
	•	An independent report comparing the investment performance of each fund (including yield data and Sharpe and information ratios where relevant) to the investment performance of comparable funds over various time periods;
	•	Data regarding investment performance in comparison to relevant peer groups of similarly managed funds and appropriate indices;
	•	For each fund, comparative information concerning the fees charged and the services provided by each adviser in managing other mutual funds and institutional accounts using investment strategies and techniques similar to those used in managing such fund;
	•	Profitability analyses for each adviser with respect to each fund;

Information about Portfolio Management


	•	Descriptions of the investment management services provided to each fund, including the investment strategies and processes employed, and any changes in portfolio management processes and personnel;
	•	Information about 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 client commission arrangements and/or the fund’s policies with respect to “soft dollar” arrangements;
	•	Data relating to portfolio turnover rates of each fund;
	•	The procedures and processes used to determine the fair value of fund assets and actions taken to monitor and test the effectiveness of such procedures and processes;

Information about each Adviser


	•	Reports detailing the financial results and condition of each adviser;
	•	Descriptions of the qualifications, education and experience of the individual investment professionals whose responsibilities include portfolio management and investment research for the funds, and information relating to their compensation and responsibilities with respect to managing other mutual funds and investment accounts;
	•	Copies of the Codes of Ethics of each adviser and its affiliates, together with information relating to compliance with and the administration of such codes;
	•	Copies of or descriptions of each adviser’s policies and procedures relating to proxy voting, the handling of corporate actions and class actions;
	•	Information concerning the resources devoted to compliance efforts undertaken by each adviser and its affiliates on behalf of the funds (including descriptions of various compliance programs) and their record of compliance with investment policies and restrictions, including policies with respect to market-timing, late trading and selective portfolio disclosure, and with policies on personal securities transactions;
	•	Descriptions of the business continuity and disaster recovery plans of each adviser and its affiliates;
	•	A description of Eaton Vance Management’s procedures for overseeing third party advisers and sub-advisers;

Other Relevant Information


	•	Information concerning the nature, cost and character of the administrative and other non-investment management services provided by Eaton Vance Management and its affiliates;
	•	Information concerning management of the relationship with the custodian, subcustodians and fund accountants by each adviser or the funds’ administrator; and
	•	The terms of each advisory agreement.

Eaton Vance

Tax-Managed Growth Fund 1.2

June 30, 2011

Board of Trustees’ Contract Approval — continued

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 1.2 (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.

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- and five-year periods ended September 30, 2010 for the Fund. The Board concluded that the performance of the Fund was satisfactory.

Eaton Vance

Tax-Managed Growth Fund 1.2

June 30, 2011

Board of Trustees’ Contract Approval — continued

Management Fees and Expenses

The Board reviewed contractual investment advisory fee rates, including any administrative fee rates, payable by the Portfolio and by 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, 2010, as compared to a group of similarly managed funds selected by an independent data provider. The Board also considered factors that had an impact on Fund expense ratios, as identified by management in response to inquiries from the Contract Review Committee, as well as actions being taken to reduce expenses at the Eaton Vance fund complex level, including the negotiation of reduced fees for transfer agency and custody services.

Profitability

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

Eaton Vance

Tax-Managed Growth Funds 1.1 and 1.2

June 30, 2011

IMPORTANT NOTICES

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


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

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

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

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

Our pledge of privacy applies to the following entities within the Eaton Vance organization: the Eaton Vance Family of Funds, Eaton Vance Management, Eaton Vance Investment Counsel, Eaton Vance Distributors, Inc., Eaton Vance Trust Company, Eaton Vance Management’s Real Estate Investment Group and Boston Management Research. In addition, our Privacy Policy applies only to those Eaton Vance customers who are individuals and who have a direct relationship with us. If a customer’s account (i.e., fund shares) is held in the name of a third-party financial advisor/broker-dealer, it is likely that only such advisor’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 (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 advisor, may household the mailing of your documents indefinitely unless you instruct Eaton Vance, or your financial advisor, 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 advisor. 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 advisor.

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

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

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 Chief Financial Officer of Aveon Group, L.P. (an investment management firm). Previously, he served as the Vice Chairman of Commercial Industrial Finance Corp. (specialty finance company), as President and Chief Executive Officer of Prizm Capital Management, LLC (investment management firm), as Executive Vice President and Chief Financial Officer of United Asset Management Corporation (an institutional investment management firm) and as a Senior Manager at Price Waterhouse (now PricewaterhouseCoopers) (an independent registered public accounting firm).

Item 4. Principal Accountant Fees and Services

Not required in this filing.

Item 5. Audit Committee of Listed Registrants

Not required in this filing.

Item 6. Schedule of Investments

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

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

Not applicable.

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

Not applicable.

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

Not applicable.

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.


Assets	June 30, 2011

Unaffiliated investments, at value (identified cost, $6,128,539,743)	$	8,904,271,595
Affiliated investments, at value (identified cost, $75,917,265)		75,917,265
Dividends receivable		10,386,015
Interest receivable from affiliated investment		6,928
Receivable for investments sold		43,791,077
Tax reclaims receivable		1,850,518


Total assets	$	9,036,223,398





Liabilities

Payable for investments purchased	$	27,017,090
Payable to affiliates:
Investment adviser fee		3,343,097
Trustees’ fees		12,625
Accrued expenses		369,540


Total liabilities	$	30,742,352


Net Assets applicable to investors’ interest in Portfolio	$	9,005,481,046





Sources of Net Assets

Net proceeds from capital contributions and withdrawals	$	6,229,446,164
Net unrealized appreciation		2,776,034,882


Total	$	9,005,481,046


	Six Months Ended
	June 30, 2011			Year Ended
Increase (Decrease) in Net Assets	(Unaudited)			December 31, 2010

From operations —
Net investment income	$	66,435,465		$	127,596,430
Net realized gain from investment transactions and foreign currency transactions		123,298,154			232,540,068
Net change in unrealized appreciation (depreciation) from investments and foreign currency		251,550,382			705,390,449


Net increase in net assets from operations	$	441,284,001		$	1,065,526,947


Capital transactions —
Contributions	$	60,796,923		$	175,936,921
Withdrawals		(541,817,095	)		(1,675,725,915	)


Net decrease in net assets from capital transactions	$	(481,020,172	)	$	(1,499,788,994	)



Net decrease in net assets	$	(39,736,171	)	$	(434,262,047	)





Net Assets

At beginning of period	$	9,045,217,217		$	9,479,479,264


At end of period	$	9,005,481,046		$	9,045,217,217


	Six Months Ended			Year Ended December 31,
	June 30, 2011
Ratios/Supplemental Data	(Unaudited)			2010			2009			2008			2007			2006

Ratios (as a percentage of average daily net assets):
Expenses⁽¹⁾		0.48	%⁽²⁾		0.48	%		0.47	%		0.45	%		0.44	%		0.45	%
Net investment income		1.46	%⁽²⁾		1.43	%		1.86	%		1.84	%		1.52	%		1.39	%
Portfolio Turnover		2	%⁽³⁾		2	%		3	%		3	%		6	%		7	%


Total Return		4.94	%⁽³⁾		12.86	%		23.32	%		(32.76	)%		4.72	%		13.69	%



Net assets, end of period (000’s omitted)	$	9,005,481		$	9,045,217		$	9,479,479		$	10,602,743		$	19,864,161		$	20,387,292


(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.


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

Date: August 11, 2011

By:		/s/ Duncan W. Richardson

		Duncan W. Richardson
		President

Date: August 11, 2011


Common Stocks — 98.9%

Security	Shares		Value



Aerospace & Defense — 4.5%

Boeing Co. (The)		969,567	$	71,680,088
General Dynamics Corp.		473,021		35,249,525
Honeywell International, Inc.		290,022		17,282,411
Huntington Ingalls Industries, Inc.⁽¹⁾		7,222		249,159
Lockheed Martin Corp.		19,800		1,603,206
Northrop Grumman Corp.		43,336		3,005,352
Precision Castparts Corp.		4,749		781,923
Raytheon Co.		53,403		2,662,139
Rockwell Collins, Inc.		166,153		10,249,979
Textron, Inc.		33,277		785,670
United Technologies Corp.		2,975,135		263,329,199


			$	406,878,651




Air Freight & Logistics — 1.1%

C.H. Robinson Worldwide, Inc.		2,207	$	174,000
FedEx Corp.		567,786		53,854,502
United Parcel Service, Inc., Class B		582,775		42,501,781


			$	96,530,283




Auto Components — 0.3%

Johnson Controls, Inc.		748,121	$	31,166,721


			$	31,166,721




Automobiles — 0.0%⁽²⁾

Daimler AG		17,284	$	1,302,522
Harley-Davidson, Inc.		800		32,776


			$	1,335,298




Beverages — 5.4%

Brown-Forman Corp., Class A		193,116	$	13,904,352
Brown-Forman Corp., Class B		131,607		9,829,727
Coca-Cola Co. (The)		2,700,790		181,736,159
Coca-Cola Enterprises, Inc.		31,501		919,199
Molson Coors Brewing Co., Class B		186,000		8,321,640
PepsiCo, Inc.		3,865,685		272,260,195


			$	486,971,272




Biotechnology — 1.9%

Amgen, Inc.⁽¹⁾		2,824,659	$	164,818,853
Biogen Idec, Inc.⁽¹⁾		3,543		378,817
Gilead Sciences, Inc.⁽¹⁾		246,207		10,195,432


			$	175,393,102




Capital Markets — 4.1%

Ameriprise Financial, Inc.		289,681	$	16,708,800
Bank of New York Mellon Corp. (The)		860,956		22,057,693
Charles Schwab Corp. (The)		718,360		11,817,022
E*TRADE Financial Corp.⁽¹⁾		4,593		63,383
Franklin Resources, Inc.		539,468		70,826,754
Goldman Sachs Group, Inc. (The)		557,466		74,193,150
Legg Mason, Inc.		96,941		3,175,787
Morgan Stanley		2,564,015		58,997,985
Northern Trust Corp.		709,098		32,590,144
State Street Corp.		759,119		34,228,676
T. Rowe Price Group, Inc.		492,243		29,701,943
UBS AG⁽¹⁾		29,488		538,451
Waddell & Reed Financial, Inc., Class A		273,635		9,946,632


			$	364,846,420




Chemicals — 1.5%

Air Products and Chemicals, Inc.		7,660	$	732,143
Ashland, Inc.		30,391		1,963,866
Dow Chemical Co. (The)		152,627		5,494,572
E.I. Du Pont de Nemours & Co.		926,633		50,084,514
Ecolab, Inc.		380,814		21,470,293
Monsanto Co.		492,901		35,755,039
PPG Industries, Inc.		109,400		9,932,426
Sigma-Aldrich Corp.		106,716		7,830,820


			$	133,263,673




Commercial Banks — 2.8%

Bank of Montreal		33,047	$	2,100,137
BB&T Corp.		909,195		24,402,794
Comerica, Inc.		209,267		7,234,360
Fifth Third Bancorp		978,637		12,477,622
HSBC Holdings PLC		220,592		2,193,762
HSBC Holdings PLC ADR		35,973		1,784,980
KeyCorp		111,426		928,179
M&T Bank Corp.		17,293		1,520,919
Marshall & Ilsley Corp.		157,890		1,258,383
PNC Financial Services Group, Inc.		131,883		7,861,546
Regions Financial Corp.		250,097		1,550,601
Royal Bank of Canada		148,562		8,472,491
Societe Generale		484,526		28,696,542
SunTrust Banks, Inc.		269,585		6,955,293
Synovus Financial Corp.		10,960		22,797
Toronto-Dominion Bank		17,915		1,520,983
Trustmark Corp.		102,713		2,404,511
U.S. Bancorp		2,650,227		67,607,291


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

⁽²⁾		Annualized.

⁽³⁾		Not annualized.


Officers of Eaton Vance Tax-Managed Growth Fund 1.1


Duncan W. Richardson President Payson F. Swaffield Vice President Barbara E. Campbell Treasurer		Maureen A. Gemma Vice President, Secretary and Chief Legal Officer Paul M. O’Neil Chief Compliance Officer


Officers of Tax-Managed Growth Portfolio


Duncan W. Richardson President Barbara E. Campbell Treasurer		Maureen A. Gemma Vice President, Secretary and Chief Legal Officer Paul M. O’Neil Chief Compliance Officer


Trustees of Eaton Vance Tax-Managed Growth Fund 1.1 and Tax-Managed Growth Portfolio


Ralph F. Verni Chairman Benjamin C. Esty Thomas E. Faust Jr.* Allen R. Freedman		William H. Park Ronald A. Pearlman Helen Frame Peters Lynn A. Stout


*		Interested Trustee


*		Interested Trustee


4966-8/11	TGSRC1.1&2