Tax-Managed Growth Portfolio

June 30, 2012

Portfolio of Investments (Unaudited)

Common Stocks — 98.6%

Security Shares Value

Aerospace & Defense — 3.4%

Boeing Co. (The)
934,567 $ 69,438,328

General Dynamics Corp.
433,594 28,599,860

Honeywell International, Inc.
289,608 16,171,711

Huntington Ingalls Industries, Inc.⁽¹⁾
2,546 102,451

Lockheed Martin Corp.
16,042 1,396,937

Northrop Grumman Corp.
15,277 974,520

Precision Castparts Corp.
4,749 781,163

Raytheon Co.
53,403 3,022,076

Rockwell Collins, Inc.
157,787 7,786,788

Textron, Inc.
33,277 827,599

United Technologies Corp.
2,061,130 155,677,149

$ 284,778,582

Air Freight & Logistics — 0.7%

C.H. Robinson Worldwide, Inc.
2,207 $ 129,176

FedEx Corp.
262,219 24,021,883

United Parcel Service, Inc., Class B
383,848 30,231,868

$ 54,382,927

Auto Components — 0.2%

Johnson Controls, Inc.
743,438 $ 20,600,667

WABCO Holdings, Inc.⁽¹⁾
1,156 61,187

$ 20,661,854

Automobiles — 0.0%⁽²⁾

Daimler AG
17,284 $ 774,116

Harley-Davidson, Inc.
800 36,584

$ 810,700

Beverages — 5.1%

Beam, Inc.
88,199 $ 5,511,556

Coca-Cola Co. (The)
2,626,467 205,363,455

Coca-Cola Enterprises, Inc.
31,501 883,288

Molson Coors Brewing Co., Class B
186,000 7,739,460

PepsiCo, Inc.
2,831,702 200,088,063

$ 419,585,822

Biotechnology — 2.2%

Amgen, Inc.
2,263,193 $ 165,303,617

Biogen Idec, Inc.⁽¹⁾
3,543 511,538

Gilead Sciences, Inc.⁽¹⁾
238,742 12,242,690

$ 178,057,845

Building Products — 0.0%⁽²⁾

Fortune Brands Home & Security, Inc.⁽¹⁾
11,600 $ 258,332

$ 258,332

Capital Markets — 3.5%

Ameriprise Financial, Inc.
188,681 $ 9,860,469

Bank of New York Mellon Corp. (The)
816,267 17,917,061

Charles Schwab Corp. (The)
684,916 8,855,964

E*TRADE Financial Corp.⁽¹⁾
4,593 36,928

Franklin Resources, Inc.
539,468 59,875,553

Goldman Sachs Group, Inc. (The)
520,182 49,864,647

Legg Mason, Inc.
96,941 2,556,334

Morgan Stanley
2,578,150 37,615,209

Northern Trust Corp.
709,098 32,632,690

State Street Corp.
759,049 33,883,947

T. Rowe Price Group, Inc.
492,243 30,991,619

UBS AG⁽¹⁾
29,488 345,304

Waddell & Reed Financial, Inc., Class A
273,635 8,285,668

$ 292,721,393

Chemicals — 1.7%

Air Products and Chemicals, Inc.
7,660 $ 618,392

Ashland, Inc.
30,391 2,106,400

Dow Chemical Co. (The)
152,627 4,807,751

E.I. du Pont de Nemours & Co.
926,134 46,834,596

Ecolab, Inc.
445,515 30,531,143

Monsanto Co.
492,901 40,802,345

PPG Industries, Inc.
109,400 11,609,528

$ 137,310,155

Commercial Banks — 3.1%

Bank of Montreal
26,370 $ 1,457,206

BB&T Corp.
881,417 27,191,714

Comerica, Inc.
126,791 3,893,752

Fifth Third Bancorp
978,637 13,113,736

HSBC Holdings PLC
220,592 1,951,591

HSBC Holdings PLC ADR
424 18,711

KeyCorp
111,353 861,872

M&T Bank Corp.
17,293 1,427,883

PNC Financial Services Group, Inc.
129,064 7,887,101

Regions Financial Corp.
216,147 1,458,992

Royal Bank of Canada
148,562 7,609,346

Societe Generale⁽¹⁾
478,448 11,219,404

SunTrust Banks, Inc.
269,585 6,532,045

Synovus Financial Corp.
10,960 21,701

Toronto-Dominion Bank (The)
14,822 1,159,525

See Notes to Financial Statements.

June 30, 2012

Portfolio of Investments (Unaudited) — continued

Security Shares Value

Commercial Banks (continued)

U.S. Bancorp
2,497,117 $ 80,307,283

Wells Fargo & Co.
2,599,218 86,917,850

Zions Bancorporation
38,805 753,593

$ 253,783,305

Commercial Services & Supplies — 0.1%

Cintas Corp.
56,526 $ 2,182,469

Pitney Bowes, Inc.
15,870 237,574

Waste Management, Inc.
108,716 3,631,114

$ 6,051,157

Communications Equipment — 2.6%

Cisco Systems, Inc.
1,296,399 $ 22,259,171

Juniper Networks, Inc.⁽¹⁾
378,780 6,177,902

Motorola Solutions, Inc.
50,718 2,440,043

Nokia Oyj ADR
192 398

QUALCOMM, Inc.
3,226,865 179,671,843

Telefonaktiebolaget LM Ericsson, Class B ADR
55,803 509,481

$ 211,058,838

Computers & Peripherals — 4.5%

Apple, Inc.⁽¹⁾
403,206 $ 235,472,304

Dell, Inc.⁽¹⁾
3,911,409 48,970,841

EMC Corp.⁽¹⁾
2,797,592 71,702,283

Hewlett-Packard Co.
83,558 1,680,351

Lexmark International, Inc., Class A
9,624 255,806

NetApp, Inc.⁽¹⁾
414,967 13,204,250

$ 371,285,835

Construction Materials — 0.0%⁽²⁾

Vulcan Materials Co.
22,102 $ 877,670

$ 877,670

Consumer Finance — 1.0%

American Express Co.
854,522 $ 49,741,726

Capital One Financial Corp.
98,837 5,402,430

Discover Financial Services
830,375 28,714,368

SLM Corp.
10,200 160,242

$ 84,018,766

Distributors — 0.1%

Genuine Parts Co.
188,424 $ 11,352,546

$ 11,352,546

Diversified Consumer Services — 0.0%⁽²⁾

H&R Block, Inc.
22,181 $ 354,452

$ 354,452

Diversified Financial Services — 1.9%

Bank of America Corp.
1,585,913 $ 12,972,768

CBOE Holdings, Inc.
40,000 1,107,200

Citigroup, Inc.
793,592 21,752,357

CME Group, Inc.
9,680 2,595,305

ING Groep NV ADR⁽¹⁾
191,170 1,277,015

IntercontinentalExchange, Inc.⁽¹⁾
13,162 1,789,769

JPMorgan Chase & Co.
3,109,997 111,120,193

Moody’s Corp.
179,602 6,564,453

$ 159,179,060

Diversified Telecommunication Services — 0.4%

AT&T, Inc.
341,172 $ 12,166,193

CenturyLink, Inc.
4,871 192,356

Deutsche Telekom AG ADR
50,092 547,606

Frontier Communications Corp.
33,255 127,367

Verizon Communications, Inc.
379,094 16,846,937

Windstream Corp.
70,866 684,566

$ 30,565,025

Electric Utilities — 0.1%

Duke Energy Corp.
47,340 $ 1,091,661

Exelon Corp.
9,202 346,179

Southern Co. (The)
68,451 3,169,281

$ 4,607,121

Electrical Equipment — 1.2%

Emerson Electric Co.
2,013,344 $ 93,781,563

Rockwell Automation, Inc.
110,000 7,266,600

$ 101,048,163

Electronic Equipment, Instruments & Components — 0.4%

Corning, Inc.
2,468,521 $ 31,917,977

Flextronics International, Ltd.⁽¹⁾
148,554 921,035

TE Connectivity, Ltd.
9,230 294,529

$ 33,133,541

Energy Equipment & Services — 1.3%

Baker Hughes, Inc.
136,681 $ 5,617,589

Halliburton Co.
846,351 24,027,905

See Notes to Financial Statements.

Tax-Managed Growth Portfolio

June 30, 2012

Portfolio of Investments (Unaudited) — continued

Security Shares Value

Energy Equipment & Services (continued)

Schlumberger, Ltd.
1,161,418 $ 75,387,642

Transocean, Ltd.
75,667 3,384,585

$ 108,417,721

Food & Staples Retailing — 3.6%

Costco Wholesale Corp.
873,262 $ 82,959,890

CVS Caremark Corp.
1,361,063 63,602,474

Kroger Co. (The)
35,843 831,199

Sysco Corp.
426,047 12,700,461

Wal-Mart Stores, Inc.
1,889,578 131,741,378

Walgreen Co.
139,932 4,139,189

$ 295,974,591

Food Products — 3.2%

Archer-Daniels-Midland Co.
1,269,512 $ 37,475,994

Campbell Soup Co.
36,170 1,207,355

D.E Master Blenders 1753 NV⁽¹⁾
920,510 10,379,301

General Mills, Inc.
38,796 1,495,198

Hershey Co. (The)
498,451 35,903,425

Hillshire Brands Co.
184,102 5,337,117

Kraft Foods, Inc., Class A
172,373 6,657,045

McCormick & Co., Inc.
10,600 642,890

Nestle SA
2,695,187 160,843,018

Unilever NV
4,636 154,611

$ 260,095,954

Health Care Equipment & Supplies — 0.9%

Bard (C.R.), Inc.
25,000 $ 2,686,000

Baxter International, Inc.
208,351 11,073,856

Becton, Dickinson and Co.
63,708 4,762,173

Boston Scientific Corp.⁽¹⁾
36,529 207,120

CareFusion Corp.⁽¹⁾
70,668 1,814,754

Covidien PLC
189,868 10,157,938

Intuitive Surgical, Inc.⁽¹⁾
14,000 7,753,060

Medtronic, Inc.
390,521 15,124,878

St. Jude Medical, Inc.
66,365 2,648,627

Stryker Corp.
131,368 7,238,377

Varian Medical Systems, Inc.⁽¹⁾
130,000 7,900,100

Zimmer Holdings, Inc.
56,276 3,621,923

$ 74,988,806

Health Care Providers & Services — 0.8%

AmerisourceBergen Corp.
473,884 $ 18,647,335

Cardinal Health, Inc.
186,462 7,831,404

Cigna Corp.
56,667 2,493,348

Express Scripts Holding Co.⁽¹⁾
383,306 21,399,974

Henry Schein, Inc.⁽¹⁾
74,555 5,851,822

McKesson Corp.
2,384 223,500

PharMerica Corp.⁽¹⁾
7,250 79,170

UnitedHealth Group, Inc.
83,696 4,896,216

WellPoint, Inc.
53,673 3,423,801

$ 64,846,570

Hotels, Restaurants & Leisure — 3.0%

Carnival Corp.
533,768 $ 18,292,229

International Game Technology
459,500 7,237,125

Interval Leisure Group, Inc.
5,349 101,684

Marriott International, Inc., Class A
401,544 15,740,525

Marriott Vacations Worldwide Corp.⁽¹⁾
2,597 80,455

McDonald’s Corp.
751,537 66,533,571

Starbucks Corp.
2,360,488 125,861,220

Yum! Brands, Inc.
210,518 13,561,570

$ 247,408,379

Household Durables — 0.1%

D.R. Horton, Inc.
417,028 $ 7,664,975

$ 7,664,975

Household Products — 1.8%

Clorox Co. (The)
7,570 $ 548,522

Colgate-Palmolive Co.
586,994 61,106,076

Kimberly-Clark Corp.
381,429 31,952,307

Procter & Gamble Co.
852,420 52,210,725

$ 145,817,630

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

AES Corp. (The)⁽¹⁾
1,730 $ 22,196

$ 22,196

Industrial Conglomerates — 2.3%

3M Co.
832,599 $ 74,600,871

Danaher Corp.
41,034 2,137,051

General Electric Co.
5,400,679 112,550,150

Tyco International, Ltd.
22,764 1,203,077

$ 190,491,149

Insurance — 2.6%

Aegon NV ADR
5,088,862 $ 23,510,542

Aflac, Inc.
103,207 4,395,586

See Notes to Financial Statements.

Tax-Managed Growth Portfolio

June 30, 2012

Portfolio of Investments (Unaudited) — continued

Security Shares Value

Insurance (continued)

Allstate Corp. (The)
964 $ 33,827

Aon PLC
25,900 1,211,602

Berkshire Hathaway, Inc., Class A⁽¹⁾
494 61,722,830

Berkshire Hathaway, Inc., Class B⁽¹⁾
938,987 78,245,787

Chubb Corp.
23,930 1,742,583

Cincinnati Financial Corp.
135,528 5,159,551

Hartford Financial Services Group, Inc.
10,762 189,734

Manulife Financial Corp.
65,344 711,596

Progressive Corp.
1,151,311 23,981,808

Torchmark Corp.
157,961 7,984,929

Travelers Companies, Inc. (The)
76,466 4,881,589

$ 213,771,964

Internet & Catalog Retail — 0.6%

Amazon.com, Inc.⁽¹⁾
211,982 $ 48,406,090

$ 48,406,090

Internet Software & Services — 2.2%

Akamai Technologies, Inc.⁽¹⁾
200,000 $ 6,350,000

AOL, Inc.⁽¹⁾
5,317 149,302

eBay, Inc.⁽¹⁾
1,260,217 52,941,716

Google, Inc., Class A⁽¹⁾
212,261 123,126,238

IAC/InterActiveCorp
13,368 609,581

VeriSign, Inc.⁽¹⁾
14,758 643,006

$ 183,819,843

IT Services — 5.2%

Accenture PLC, Class A
2,738,000 $ 164,526,420

Automatic Data Processing, Inc.
769,761 42,844,897

Broadridge Financial Solutions, Inc.
1,652 35,138

Fidelity National Information Services, Inc.
63,590 2,167,147

Fiserv, Inc.⁽¹⁾
33,595 2,426,231

International Business Machines Corp.
995,755 194,749,763

Paychex, Inc.
755,605 23,733,553

Total System Services, Inc.
32,405 775,452

Western Union Co.
54,638 920,104

$ 432,178,705

Leisure Equipment & Products — 0.0%⁽²⁾

Mattel, Inc.
22,565 $ 732,009

$ 732,009

Life Sciences Tools & Services — 0.2%

Agilent Technologies, Inc.
445,580 $ 17,484,559

Thermo Fisher Scientific, Inc.
18,700 970,717

$ 18,455,276

Machinery — 3.7%

Caterpillar, Inc.
104,543 $ 8,876,746

Deere & Co.
2,623,301 212,146,352

Dover Corp.
362,793 19,449,333

Illinois Tool Works, Inc.
1,168,140 61,782,924

Parker Hannifin Corp.
7,953 611,427

$ 302,866,782

Media — 3.9%

CBS Corp., Class B
68,701 $ 2,252,019

Comcast Corp., Class A
201,884 6,454,232

Comcast Corp., Special Class A
1,667,331 52,354,193

DIRECTV, Class A⁽¹⁾
20,703 1,010,720

Discovery Communications, Inc., Class A⁽¹⁾
7,555 407,970

Discovery Communications, Inc., Class C⁽¹⁾
7,555 378,430

Gannett Co., Inc.
5,643 83,121

McGraw-Hill Cos., Inc. (The)
86,290 3,883,050

News Corp., Class A
97 2,162

Omnicom Group, Inc.
112,077 5,446,942

Time Warner Cable, Inc.
12,324 1,011,800

Time Warner, Inc.
365,728 14,080,528

Viacom, Inc., Class B
48,938 2,301,065

Walt Disney Co. (The)
4,844,895 234,977,408

$ 324,643,640

Metals & Mining — 0.3%

Alcoa, Inc.
52,760 $ 461,650

Freeport-McMoRan Copper & Gold, Inc.
450,000 15,331,500

Nucor Corp.
230,000 8,717,000

$ 24,510,150

Multiline Retail — 0.4%

JC Penney Co., Inc.
125,000 $ 2,913,750

Target Corp.
514,679 29,949,171

$ 32,862,921

Oil, Gas & Consumable Fuels — 6.5%

Anadarko Petroleum Corp.
922,342 $ 61,059,040

Apache Corp.
1,671,064 146,869,815

BP PLC ADR
192,668 7,810,761

See Notes to Financial Statements.

Tax-Managed Growth Portfolio

June 30, 2012

Portfolio of Investments (Unaudited) — continued

Security Shares Value

Oil, Gas & Consumable Fuels (continued)

Chevron Corp.
603,498 $ 63,669,039

ConocoPhillips
292,584 16,349,594

Devon Energy Corp.
568,677 32,977,579

Exxon Mobil Corp.
2,173,773 186,009,756

Hess Corp.
39,579 1,719,708

Marathon Oil Corp.
171,639 4,388,809

Marathon Petroleum Corp.
85,819 3,854,990

Murphy Oil Corp.
78,679 3,956,767

Phillips 66⁽¹⁾
146,530 4,870,657

Royal Dutch Shell PLC ADR, Class A
76,110 5,132,097

Royal Dutch Shell PLC ADR, Class B
9,594 670,908

Spectra Energy Corp.
8,313 241,576

Williams Cos., Inc.
2,000 57,640

WPX Energy, Inc.⁽¹⁾
666 10,776

$ 539,649,512

Personal Products — 0.0%⁽²⁾

Estee Lauder Cos., Inc. (The), Class A
26,070 $ 1,410,908

$ 1,410,908

Pharmaceuticals — 8.8%

Abbott Laboratories
2,207,552 $ 142,320,877

Allergan, Inc.
238,962 22,120,712

Bristol-Myers Squibb Co.
1,500,706 53,950,381

Eli Lilly & Co.
1,018,969 43,723,960

GlaxoSmithKline PLC ADR
455,612 20,762,239

Johnson & Johnson
2,322,446 156,904,452

Merck & Co., Inc.
1,125,346 46,983,195

Novo Nordisk A/S ADR
249,848 36,312,908

Pfizer, Inc.
5,821,292 133,889,716

Teva Pharmaceutical Industries, Ltd. ADR
1,671,886 65,939,184

Watson Pharmaceuticals, Inc.⁽¹⁾
20,000 1,479,800

$ 724,387,424

Real Estate Investment Trusts (REITs) — 0.0%⁽²⁾

Weyerhaeuser Co.
1,223 $ 27,346

$ 27,346

Road & Rail — 0.2%

Norfolk Southern Corp.
24,192 $ 1,736,260

Union Pacific Corp.
132,257 15,779,582

$ 17,515,842

Semiconductors & Semiconductor Equipment — 4.0%

Analog Devices, Inc.
560,289 $ 21,106,087

Applied Materials, Inc.
1,065,614 12,211,936

Broadcom Corp., Class A⁽¹⁾
897,422 30,332,864

Cypress Semiconductor Corp.⁽¹⁾
52,742 697,249

Intel Corp.
8,518,380 227,014,827

Linear Technology Corp.
18,494 579,417

Maxim Integrated Products, Inc.
223,099 5,720,258

NVIDIA Corp.⁽¹⁾
284,500 3,931,790

Texas Instruments, Inc.
897,287 25,743,164

Xilinx, Inc.
50,186 1,684,744

$ 329,022,336

Software — 4.0%

Activision Blizzard, Inc.
846,350 $ 10,147,737

Adobe Systems, Inc.⁽¹⁾
409,776 13,264,449

CA, Inc.
45,408 1,230,103

Citrix Systems, Inc.⁽¹⁾
10,439 876,250

Microsoft Corp.
3,196,511 97,781,271

Oracle Corp.
6,879,987 204,335,614

Symantec Corp.⁽¹⁾
163,117 2,383,139

$ 330,018,563

Specialty Retail — 3.6%

Best Buy Co., Inc.
143,633 $ 3,010,548

Gap, Inc. (The)
89,138 2,438,816

Home Depot, Inc. (The)
2,345,196 124,271,936

Limited Brands, Inc.
41,877 1,781,029

Lowe’s Companies, Inc.
655,831 18,651,833

Staples, Inc.
165,237 2,156,343

TJX Companies, Inc. (The)
3,402,810 146,082,633

$ 298,393,138

Textiles, Apparel & Luxury Goods — 2.8%

Coach, Inc.
142,800 $ 8,350,944

Hanesbrands, Inc.⁽¹⁾
198,139 5,494,394

NIKE, Inc., Class B
2,437,028 213,922,318

VF Corp.
12,000 1,601,400

$ 229,369,056

Tobacco — 0.3%

Altria Group, Inc.
112,926 $ 3,901,593

Philip Morris International, Inc.
206,635 18,030,970

$ 21,932,563

See Notes to Financial Statements.

Tax-Managed Growth Portfolio

June 30, 2012

Portfolio of Investments (Unaudited) — continued

Security Shares Value

Wireless Telecommunication Services — 0.1%

America Movil SAB de CV ADR, Series L
61,000 $ 1,589,660

Sprint Nextel Corp.⁽¹⁾
135,160 440,622

Vodafone Group PLC ADR
182,074 5,130,845

$ 7,161,127

Total Common Stocks

(identified cost $5,476,684,660)
$ 8,132,746,255

Preferred Stocks — 0.0%⁽²⁾

Security Shares Value

Commercial Banks — 0.0%⁽²⁾

Wells Fargo & Co.⁽³⁾
166 $ 0

Total Preferred Stocks

(identified cost $4,929)
$ 0

Rights — 0.0%⁽²⁾

Security Shares Value

Pharmaceuticals — 0.0%⁽²⁾

Sanofi SA, Exp. 12/31/20⁽¹⁾
6,984 $ 9,847

Total Rights

(identified cost $16,440)
$ 9,847

Short-Term Investments — 1.0%

Interest

Description (000’s omitted) Value

Eaton Vance Cash Reserves Fund, LLC, 0.10%⁽⁴⁾
$ 82,651 $ 82,650,905

Total Short-Term Investments

(identified cost $82,650,905)
$ 82,650,905

Total Investments — 99.6%

(identified cost $5,559,356,934)
$ 8,215,407,007

Other Assets, Less Liabilities — 0.4%
$ 37,094,281

Net Assets — 100.0%
$ 8,252,501,288

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⁾		For fair value measurement disclosure purposes, security is categorized as Level 3 (see Note 6).

⁽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, 2012.

See Notes to Financial Statements.

Tax-Managed Growth Portfolio

June 30, 2012

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, 2012, 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 7.5%, 14.0%, 5.6%, and 1.4% respectively, in the Portfolio. In addition, an unregistered fund advised by the adviser to the Portfolio held 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 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 Portfolio’s 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. 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 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 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 or entities, 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 or entity’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 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. If 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.

Tax-Managed Growth Portfolio

June 30, 2012

Notes to Financial Statements (Unaudited) — continued

As of June 30, 2012, the Portfolio had no uncertain tax positions that would require financial statement recognition, de-recognition, or disclosure. The Portfolio files a U.S. federal tax return annually after its fiscal year-end, which is subject to examination by the Internal Revenue Service for a period of three years from the date of filing.

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. 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 Prior Period Adjustments — Subsequent to the issuance of the 2011 financial statements, management of Tax-Managed Growth Portfolio determined that the Portfolio’s capital transactions were misstated in the prior year as a result of misstatements in the recording of contributions and withdrawals. The correction of these misstatements results in offsetting decreases to the contributions and the withdrawals within the Statements of Changes in Net Assets of approximately $902,000,000 for the year ended December 31, 2011. These changes had no effect on the Portfolio’s net assets, net decrease in net assets from capital transactions, financial highlights, total return, taxable income or taxable realized gain (loss) of the Portfolio.

J Interim Financial Statements — The interim financial statements relating to June 30, 2012 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	%

Tax-Managed Growth Portfolio

June 30, 2012

Notes to Financial Statements (Unaudited) — continued

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, 2012, the Portfolio’s investment adviser fee amounted to $19,284,827, or 0.46% (annualized) 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, 2012, 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 $111,625,412 and $62,110,312, respectively, for the six months ended June 30, 2012. In addition, investors contributed securities with a value of $13,067,285 and investments having an aggregate market value of $576,490,461 at dates of withdrawal were distributed in payment for capital withdrawals, during the six months ended June 30, 2012.

4 Federal Income Tax Basis of Investments

The cost and unrealized appreciation (depreciation) of investments of the Portfolio at June 30, 2012, as determined on a federal income tax basis, were as follows:


Aggregate cost	$	1,938,698,357



Gross unrealized appreciation	$	6,278,900,589
Gross unrealized depreciation		(2,191,939	)



Net unrealized appreciation	$	6,276,708,650

5 Line of Credit

The Portfolio participates with other portfolios and funds managed by EVM and its affiliates in a $600 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 0.08% 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, 2012.

6 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)

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.

Tax-Managed Growth Portfolio

June 30, 2012

Notes to Financial Statements (Unaudited) — continued

At June 30, 2012, 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	$	1,222,659,760	$	—		$	—	$	1,222,659,760
Consumer Staples		983,974,450		160,843,018			—		1,144,817,468
Energy		648,067,233		—			—		648,067,233
Financials		990,330,839		13,170,995			—		1,003,501,834
Health Care		1,060,735,921		—			—		1,060,735,921
Industrials		957,392,934		—			—		957,392,934
Information Technology		1,890,517,661		—			—		1,890,517,661
Materials		162,697,975		—			—		162,697,975
Telecommunication Services		37,726,152		—			—		37,726,152
Utilities		4,629,317		—			—		4,629,317



Total Common Stocks	$	7,958,732,242	$	174,014,013	*	$	—	$	8,132,746,255



Preferred Stocks	$	—	$	—		$	0	$	0
Rights		9,847		—			—		9,847
Short-Term Investments		—		82,650,905			—		82,650,905



Total Investments	$	7,958,742,089	$	256,664,918		$	0	$	8,215,407,007


*		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.

There was no activity in investments valued based on Level 3 inputs during the six months ended June 30, 2012 to require a reconciliation of Level 3 assets. All Level 3 investments held at December 31, 2011 and June 30, 2012 were valued at $0. At June 30, 2012 there were no investments transferred between Level 1 and Level 2 during the six months then ended.

7 Legal Proceedings

In November 2010, the Portfolio was named as defendant and a putative member of the proposed defendant class of shareholders in the case entitled Official Committee of Unsecured Creditors (UCC) of the Tribune Company v. FitzSimons, et al. as a result of its ownership of shares in the Tribune Company (Tribune) in 2007 when Tribune effected a leveraged buyout transaction (LBO) and was converted to a privately held company. The UCC seeks to recover payments of the proceeds of the LBO. This adversary proceeding in the Bankruptcy Court has been stayed pending further order of the Bankruptcy Court. The value of the proceeds received by the Portfolio is approximately $48,237,000 (equal to 0.58% of net assets at June 30, 2012).

In addition, on June 2, 2011, another group of Tribune creditors filed multiple actions involving state law constructive fraudulent conveyance claims against former Tribune shareholders. The Portfolio also has been named in one or more of these lawsuits.

The Portfolio cannot predict the outcome of these proceedings or the effect, if any, on the Portfolio’s net asset value. The attorneys’ fees and costs related to these actions will be expensed by the Portfolio as incurred.

Eaton Vance

Tax-Managed Growth Fund 1.1

June 30, 2012

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 continuation 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 23, 2012, 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 by each adviser to the Eaton Vance Funds (including information specifically requested by the Board) for a series of meetings of the Contract Review Committee held between February and April 2012, as well as information considered during prior meetings of the committee. 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, where relevant, yield data, Sharpe ratios and information ratios) to the investment performance of comparable funds over various time periods;
	•	Data regarding investment performance in comparison to benchmark indices and customized peer groups, in each case as approved by the Board with respect to the funds;
	•	For each fund, comparative information concerning the fees charged and the services provided by each adviser in managing other accounts (including mutual funds, other collective investment 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 and Trading


	•	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 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’s processes for monitoring best execution of portfolio transactions, and other policies and practices of each adviser with respect to trading;

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, including with respect to regulatory and compliance issues, investment management and other matters;

Eaton Vance

Tax-Managed Growth Fund 1.1

June 30, 2012

Board of Trustees’ Contract Approval — continued

Other Relevant Information


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

In addition to the information identified above, the 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, 2012, with respect to one or more funds, the Board met ten 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 ten, nineteen, seven, eight and fourteen times respectively. At such meetings, the Trustees participated in investment and performance reviews with the portfolio managers and other investment professionals of each adviser relating to each fund. The Board and its Committees considered the investment and trading strategies used in pursuing each fund’s investment objective, including, where relevant, the use of derivative instruments, as well as risk management techniques. The Board and its Committees also evaluated issues pertaining to industry and regulatory developments, compliance procedures, fund governance and other issues with respect to the funds, and received and participated in reports and presentations provided by Eaton Vance Management and other fund advisers with respect to such matters.

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 continuation 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 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.

Eaton Vance

Tax-Managed Growth Fund 1.1

June 30, 2012

Board of Trustees’ Contract Approval — continued

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

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, 2011, 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 taken by management in recent years 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 their relationships 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 Fund and the Portfolio, the structure of the advisory fee, which includes breakpoints at several asset levels, will allow the Fund and the Portfolio to continue to benefit from economies of scale in the future.

Eaton Vance

Tax-Managed Growth Fund 1.2

June 30, 2012

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, where relevant, yield data, Sharpe ratios and information ratios) to the investment performance of comparable funds over various time periods;
	•	Data regarding investment performance in comparison to benchmark indices and customized peer groups, in each case as approved by the Board with respect to the funds;
	•	For each fund, comparative information concerning the fees charged and the services provided by each adviser in managing other accounts (including mutual funds, other collective investment 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 and Trading


	•	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 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’s processes for monitoring best execution of portfolio transactions, and other policies and practices of each adviser with respect to trading;

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, including with respect to regulatory and compliance issues, investment management and other matters;

Eaton Vance

Tax-Managed Growth Fund 1.2

June 30, 2012

Board of Trustees’ Contract Approval — continued

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.

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 continuation 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.

Eaton Vance

Tax-Managed Growth Fund 1.2

June 30, 2012

Board of Trustees’ Contract Approval — continued

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, 2011 for the Fund. The Board noted the Fund’s favorable longer-term performance record, and considered various factors that contributed to the Fund’s underperformance during more recent periods, including stock selection, sector allocation, and investments in large-capitalization equities. The Board also considered that the Adviser had taken steps to improve performance by restructuring key aspects of its equity group, including staffing modifications, as well as changes to the group’s internal management, research, risk oversight and investment processes. The Board noted that these actions were ongoing and concluded that additional time is required to evaluate the effectiveness of such actions.

Management Fees and Expenses

The Board reviewed contractual investment advisory fee rates, including administrative 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, 2011, 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 taken by management in recent years 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, 2012

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 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.

Item 12. Exhibits


(a)(1)		Registrant’s Code of Ethics — Not applicable (please see Item 2).

(a)(2)(i)		Treasurer’s Section 302 certification.

(a)(2)(ii)		President’s Section 302 certification.

(b)		Combined Section 906 certification.


Assets	June 30, 2012

Unaffiliated investments, at value (identified cost, $5,476,706,029)	$	8,132,756,102
Affiliated investments, at value (identified cost, $82,650,905)		82,650,905
Cash		14,219,532
Dividends receivable		12,237,355
Interest receivable from affiliated investment		6,224
Receivable for investments sold		12,592,490
Tax reclaims receivable		1,493,096


Total assets	$	8,255,955,704





Liabilities

Payable to affiliates:
Investment adviser fee	$	3,081,065
Trustees’ fees		17,000
Accrued expenses		356,351


Total liabilities	$	3,454,416


Net Assets applicable to investors’ interest in Portfolio	$	8,252,501,288





Sources of Net Assets

Investors’ capital	$	5,596,346,906
Net unrealized appreciation		2,656,154,382


Total	$	8,252,501,288


	Six Months Ended
Investment Income	June 30, 2012

Dividends (net of foreign taxes, $2,287,104)	$	90,014,484
Interest allocated from affiliated investment		29,284
Expenses allocated from affiliated investment		(4,655	)


Total investment income	$	90,039,113





Expenses

Investment adviser fee	$	19,284,827
Trustees’ fees and expenses		38,375
Custodian fee		595,243
Legal and accounting services		93,218
Miscellaneous		68,399


Total expenses	$	20,080,062



Net investment income	$	69,959,051





Realized and Unrealized Gain (Loss)

Net realized gain —
Investment transactions⁽¹⁾	$	240,983,137
Investment transactions allocated from affiliated investment		238
Foreign currency transactions		78,486


Net realized gain	$	241,061,861


Change in unrealized appreciation (depreciation) —
Investments	$	426,663,316
Foreign currency		(36,610	)


Net change in unrealized appreciation (depreciation)	$	426,626,706



Net realized and unrealized gain	$	667,688,567



Net increase in net assets from operations	$	737,647,618


	Six Months Ended			Year Ended
	June 30, 2012			December 31, 2011
Increase (Decrease) in Net Assets	(Unaudited)			(Unaudited)

From operations —
Net investment income	$	69,959,051		$	132,247,891
Net realized gain from investment transactions and foreign currency transactions		241,061,861			229,176,225
Net change in unrealized appreciation (depreciation) from investments and foreign currency		426,626,706			(294,956,824	)


Net increase in net assets from operations	$	737,647,618		$	66,467,292


Capital transactions —
Contributions	$	41,704,725		$	92,861,482
Withdrawals		(599,534,525	)		(1,131,862,521	)


Net decrease in net assets from capital transactions	$	(557,829,800	)	$	(1,039,001,039	)



Net increase (decrease) in net assets	$	179,817,818		$	(972,533,747	)





Net Assets

At beginning of period	$	8,072,683,470		$	9,045,217,217


At end of period	$	8,252,501,288		$	8,072,683,470


	Six Months Ended			Year Ended December 31,
	June 30, 2012
Ratios/Supplemental Data	(Unaudited)			2011			2010			2009			2008			2007

Ratios (as a percentage of average daily net assets):
Expenses⁽¹⁾		0.48	%⁽²⁾		0.48	%		0.48	%		0.47	%		0.45	%		0.44	%
Net investment income		1.67	%⁽²⁾		1.53	%		1.43	%		1.86	%		1.84	%		1.52	%
Portfolio Turnover		1	%⁽³⁾		2	%		2	%		3	%		3	%		6	%


Total Return		9.18	%⁽³⁾		0.80	%		12.86	%		23.32	%		(32.76	)%		4.72	%



Net assets, end of period (000’s omitted)	$	8,252,501		$	8,072,683		$	9,045,217		$	9,479,479		$	10,602,743		$	19,864,161


Common Stocks — 98.6%

Security	Shares		Value



Aerospace & Defense — 3.4%

Boeing Co. (The)		934,567	$	69,438,328
General Dynamics Corp.		433,594		28,599,860
Honeywell International, Inc.		289,608		16,171,711
Huntington Ingalls Industries, Inc.⁽¹⁾		2,546		102,451
Lockheed Martin Corp.		16,042		1,396,937
Northrop Grumman Corp.		15,277		974,520
Precision Castparts Corp.		4,749		781,163
Raytheon Co.		53,403		3,022,076
Rockwell Collins, Inc.		157,787		7,786,788
Textron, Inc.		33,277		827,599
United Technologies Corp.		2,061,130		155,677,149


			$	284,778,582




Air Freight & Logistics — 0.7%

C.H. Robinson Worldwide, Inc.		2,207	$	129,176
FedEx Corp.		262,219		24,021,883
United Parcel Service, Inc., Class B		383,848		30,231,868


			$	54,382,927




Auto Components — 0.2%

Johnson Controls, Inc.		743,438	$	20,600,667
WABCO Holdings, Inc.⁽¹⁾		1,156		61,187


			$	20,661,854




Automobiles — 0.0%⁽²⁾

Daimler AG		17,284	$	774,116
Harley-Davidson, Inc.		800		36,584


			$	810,700




Beverages — 5.1%

Beam, Inc.		88,199	$	5,511,556
Coca-Cola Co. (The)		2,626,467		205,363,455
Coca-Cola Enterprises, Inc.		31,501		883,288
Molson Coors Brewing Co., Class B		186,000		7,739,460
PepsiCo, Inc.		2,831,702		200,088,063


			$	419,585,822




Biotechnology — 2.2%

Amgen, Inc.		2,263,193	$	165,303,617
Biogen Idec, Inc.⁽¹⁾		3,543		511,538
Gilead Sciences, Inc.⁽¹⁾		238,742		12,242,690


			$	178,057,845




Building Products — 0.0%⁽²⁾

Fortune Brands Home & Security, Inc.⁽¹⁾		11,600	$	258,332


			$	258,332




Capital Markets — 3.5%

Ameriprise Financial, Inc.		188,681	$	9,860,469
Bank of New York Mellon Corp. (The)		816,267		17,917,061
Charles Schwab Corp. (The)		684,916		8,855,964
E*TRADE Financial Corp.⁽¹⁾		4,593		36,928
Franklin Resources, Inc.		539,468		59,875,553
Goldman Sachs Group, Inc. (The)		520,182		49,864,647
Legg Mason, Inc.		96,941		2,556,334
Morgan Stanley		2,578,150		37,615,209
Northern Trust Corp.		709,098		32,632,690
State Street Corp.		759,049		33,883,947
T. Rowe Price Group, Inc.		492,243		30,991,619
UBS AG⁽¹⁾		29,488		345,304
Waddell & Reed Financial, Inc., Class A		273,635		8,285,668


			$	292,721,393




Chemicals — 1.7%

Air Products and Chemicals, Inc.		7,660	$	618,392
Ashland, Inc.		30,391		2,106,400
Dow Chemical Co. (The)		152,627		4,807,751
E.I. du Pont de Nemours & Co.		926,134		46,834,596
Ecolab, Inc.		445,515		30,531,143
Monsanto Co.		492,901		40,802,345
PPG Industries, Inc.		109,400		11,609,528


			$	137,310,155




Commercial Banks — 3.1%

Bank of Montreal		26,370	$	1,457,206
BB&T Corp.		881,417		27,191,714
Comerica, Inc.		126,791		3,893,752
Fifth Third Bancorp		978,637		13,113,736
HSBC Holdings PLC		220,592		1,951,591
HSBC Holdings PLC ADR		424		18,711
KeyCorp		111,353		861,872
M&T Bank Corp.		17,293		1,427,883
PNC Financial Services Group, Inc.		129,064		7,887,101
Regions Financial Corp.		216,147		1,458,992
Royal Bank of Canada		148,562		7,609,346
Societe Generale⁽¹⁾		478,448		11,219,404
SunTrust Banks, Inc.		269,585		6,532,045
Synovus Financial Corp.		10,960		21,701
Toronto-Dominion Bank (The)		14,822		1,159,525


⁽¹⁾		Includes $253,387,190 of net realized gains from redemptions in-kind.


⁽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 Scott E. Eston Benjamin C. Esty Thomas E. Faust Jr.*		Allen R. Freedman William H. Park Ronald A. Pearlman Helen Frame Peters Lynn A. Stout Harriett Tee Taggart


Trustees of Eaton Vance Tax-Managed Growth Fund 1.2 and Tax-Managed Growth Portfolio


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

	(a)		The Semi-Annual Report of the Portfolio on Form N-CSR for the period ended June 30, 2012 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

	(b)		The information contained in the Report fairly presents, in all material respects, the financial condition and the results of operations of the Portfolio for such period.


*	Interested Trustee


*	Interested Trustee


4966-8/12	TGSRC1.1&2