Tax-Managed Growth Portfolio

N-CSRS 1 d501597dncsrs.htm TAX-MANAGED GROWTH PORTFOLIO Tax-Managed Growth Portfolio

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act File Number: 811-07409

Tax-Managed Growth Portfolio

(Exact Name of Registrant as Specified in Charter)

Two International Place, Boston, Massachusetts 02110

(Address of Principal Executive Offices)

Maureen A. Gemma

Two International Place, Boston, Massachusetts 02110

(Name and Address of Agent for Services)

(617) 482-8260

(Registrant’s Telephone Number)

December 31

Date of Fiscal Year End

June 30, 2018

Date of Reporting Period

Item 1. Reports to Stockholders

Tax-Managed Growth Portfolio

June 30, 2018

Portfolio of Investments (Unaudited)


Common Stocks — 98.4%
Security	Shares		Value

Aerospace & Defense — 3.1%
Arconic, Inc.		4	$	68
Boeing Co. (The)		1,047,436		351,425,252
General Dynamics Corp.		133,997		24,978,381
Huntington Ingalls Industries, Inc.		539		116,850
Lockheed Martin Corp.		62,473		18,456,398
Northrop Grumman Corp.		35,008		10,771,962
Raytheon Co.		74,943		14,477,489
Rockwell Collins, Inc.		12,850		1,730,638
United Technologies Corp.		878,294		109,813,099
			$	531,770,137

Air Freight & Logistics — 1.8%
C.H. Robinson Worldwide, Inc.		810,160	$	67,777,986
Expeditors International of Washington, Inc.		1,300		95,030
FedEx Corp.		305,493		69,365,240
United Parcel Service, Inc., Class B		1,680,992		178,571,780
			$	315,810,036

Airlines — 0.0%⁽¹⁾
American Airlines Group, Inc.		64,955	$	2,465,692
Delta Air Lines, Inc.		47,773		2,366,674
Southwest Airlines Co.		27,165		1,382,155
			$	6,214,521

Auto Components — 0.3%
Adient PLC		15,055	$	740,555
Aptiv PLC		228,000		20,891,640
BorgWarner, Inc.		2,800		120,848
Delphi Technologies PLC		76,000		3,454,960
Gentex Corp.		1,443,192		33,222,280
			$	58,430,283

Automobiles — 0.1%
Daimler AG		38,000	$	2,439,600
Ford Motor Co.		1,212,587		13,423,338
General Motors Co.		73,598		2,899,761
Harley-Davidson, Inc.		20,162		848,417
Tesla, Inc.⁽²⁾		7,397		2,536,801
Toyota Motor Corp. ADR		5,000		644,050
			$	22,791,967


Security	Shares		Value

Banks — 6.5%
Bank of America Corp.		2,728,110	$	76,905,421
Bank of Montreal		4		309
BB&T Corp.		1,325,045		66,835,270
BB&T Corp.⁽³⁾		22,314		1,125,518
CIT Group, Inc.		66,161		3,335,176
Citigroup, Inc.		1,124,136		75,227,181
Commerce Bancshares, Inc.		43,483		2,813,785
CVB Financial Corp.		152,000		3,407,840
Fifth Third Bancorp		1,149,208		32,982,270
HSBC Holdings PLC		220,592		2,063,860
HSBC Holdings PLC ADR		424		19,987
Huntington Bancshares, Inc.		143,117		2,112,407
ING Groep NV ADR		131,742		1,886,545
JPMorgan Chase & Co.		3,503,875		365,103,775
KeyCorp		111,718		2,182,970
M&T Bank Corp.		230,611		39,238,462
PNC Financial Services Group, Inc. (The)		87,271		11,790,312
Regions Financial Corp.		714,736		12,708,006
Societe Generale SA		460,793		19,367,078
SunTrust Banks, Inc.		453,204		29,920,528
SVB Financial Group⁽²⁾		27,933		8,065,933
Synovus Financial Corp.		1,565		82,679
Toronto-Dominion Bank (The)		30,213		1,748,124
U.S. Bancorp		1,636,191		81,842,274
Wells Fargo & Co.		5,054,956		280,246,761
			$	1,121,012,471

Beverages — 2.1%
Anheuser-Busch InBev SA/NV ADR		25,379	$	2,557,188
Boston Beer Co., Inc. (The), Class A⁽²⁾		4,730		1,417,581
Brown-Forman Corp., Class A		9,750		476,385
Brown-Forman Corp., Class B		24,653		1,208,244
Coca-Cola Co. (The)		3,174,173		139,219,228
Constellation Brands, Inc., Class A		9,629		2,107,499
Diageo PLC ADR		5,226		752,596
Dr Pepper Snapple Group, Inc.		2,700		329,400
Molson Coors Brewing Co., Class B		186,000		12,655,440
Monster Beverage Corp.⁽²⁾		135,851		7,784,262
PepsiCo, Inc.		1,829,801		199,210,435
			$	367,718,258

Biotechnology — 3.9%
AbbVie, Inc.		2,242,884	$	207,803,203
Agios Pharmaceuticals, Inc.⁽²⁾		74,972		6,314,891
Alexion Pharmaceuticals, Inc.⁽²⁾		759,765		94,324,824


		25		See Notes to Financial Statements.

Tax-Managed Growth Portfolio

June 30, 2018

Portfolio of Investments (Unaudited) — continued


Security	Shares		Value

Biotechnology(continued)
Alkermes PLC⁽²⁾		5,000	$	205,800
Alnylam Pharmaceuticals, Inc.⁽²⁾		6,000		590,940
Amgen, Inc.		733,612		135,417,439
Biogen, Inc.⁽²⁾		227,430		66,009,283
Celgene Corp.⁽²⁾		436,255		34,647,372
Gilead Sciences, Inc.		1,139,346		80,711,271
Incyte Corp.⁽²⁾		11,472		768,624
Neurocrine Biosciences, Inc.⁽²⁾		20,350		1,999,184
Regeneron Pharmaceuticals, Inc.⁽²⁾		18,129		6,254,324
Shire PLC ADR		6,338		1,069,854
Vertex Pharmaceuticals, Inc.⁽²⁾		234,180		39,801,233
			$	675,918,242

Building Products — 0.3%
A.O. Smith Corp.		27,845	$	1,647,032
Fortune Brands Home & Security, Inc.		1,723		92,508
Johnson Controls International PLC		309,402		10,349,497
Lennox International, Inc.		168,620		33,749,293
Lennox International, Inc.⁽³⁾		48,340		9,665,575
Masco Corp.		25,000		935,500
			$	56,439,405

Capital Markets — 5.4%
Affiliated Managers Group, Inc.		36,716	$	5,458,568
Ameriprise Financial, Inc.		215,583		30,155,750
Bank of New York Mellon Corp. (The)		473,559		25,539,037
BlackRock, Inc.		11,190		5,584,258
Brookfield Asset Management, Inc., Class A		89,070		3,610,898
Cboe Global Markets, Inc.		215,414		22,418,135
Charles Schwab Corp. (The)		3,788,973		193,616,520
CME Group, Inc.		177,716		29,131,207
E*TRADE Financial Corp.⁽²⁾		4,593		280,908
Franklin Resources, Inc.		211,191		6,768,672
Goldman Sachs Group, Inc. (The)		665,837		146,863,667
Intercontinental Exchange, Inc.		116,086		8,538,125
Invesco, Ltd.		4,040		107,302
Legg Mason, Inc.		122,902		4,268,386
LPL Financial Holdings, Inc.		215,573		14,128,654
Moody’s Corp.		207,295		35,356,235
Morgan Stanley		2,395,451		113,544,377
Nasdaq, Inc.		71,203		6,498,698
Northern Trust Corp.		610,830		62,848,299
Raymond James Financial, Inc.		15,043		1,344,092
S&P Global, Inc.		221,320		45,124,935
SEI Investments Co.		150,000		9,378,000


Security	Shares		Value

Capital Markets(continued)
State Street Corp.		869,046	$	80,899,492
Stifel Financial Corp.		112,796		5,893,591
T. Rowe Price Group, Inc.		544,617		63,224,587
UBS Group AG		9		138
Waddell & Reed Financial, Inc., Class A		9,248		166,187
			$	920,748,718

Chemicals — 1.4%
AdvanSix, Inc.⁽²⁾		1,768	$	64,762
Air Products and Chemicals, Inc.		8,857		1,379,301
Albemarle Corp.		90,157		8,504,510
Balchem Corp.		17,292		1,697,037
Chemours Co. (The)		151		6,698
DowDuPont, Inc.		1,230,615		81,122,141
Eastman Chemical Co.		1,950		194,922
Ecolab, Inc.		564,891		79,271,154
International Flavors & Fragrances, Inc.		5,000		619,800
LyondellBasell Industries NV, Class A		4,274		469,499
NewMarket Corp.		12,318		4,982,631
PPG Industries, Inc.		375,957		38,998,020
Praxair, Inc.		6,143		971,515
Sherwin-Williams Co. (The)		28,213		11,498,772
Valvoline, Inc.		68,886		1,485,871
Westlake Chemical Corp.		1,000		107,630
			$	231,374,263

Commercial Services & Supplies — 0.1%
Copart, Inc.⁽²⁾		3,800	$	214,928
Pitney Bowes, Inc.		14,270		122,294
Stericycle, Inc.⁽²⁾		13,300		868,357
Waste Management, Inc.		109,569		8,912,342
			$	10,117,921

Communications Equipment — 2.0%
Arista Networks, Inc.⁽²⁾		650,020	$	167,373,650
Arista Networks, Inc.⁽²⁾⁽³⁾		127,576		32,849,544
Cisco Systems, Inc.		2,402,532		103,380,952
Juniper Networks, Inc.		285,300		7,822,926
Motorola Solutions, Inc.		37,773		4,395,644
Nokia Oyj ADR		192		1,104
Palo Alto Networks, Inc.⁽²⁾		145,232		29,840,819
			$	345,664,639


		26		See Notes to Financial Statements.

Tax-Managed Growth Portfolio

June 30, 2018

Portfolio of Investments (Unaudited) — continued


Security	Shares		Value

Construction & Engineering — 0.0%⁽¹⁾
Fluor Corp.		2,400	$	117,072
Jacobs Engineering Group, Inc.		56,851		3,609,470
Quanta Services, Inc.⁽²⁾		2,000		66,800
			$	3,793,342

Construction Materials — 0.1%
Vulcan Materials Co.		60,866	$	7,855,366
			$	7,855,366

Consumer Finance — 1.5%
American Express Co.		1,053,028	$	103,196,744
Capital One Financial Corp.		130,994		12,038,349
Discover Financial Services		1,211,463		85,299,110
LendingClub Corp.⁽²⁾		79,691		302,029
Navient Corp.		10,200		132,906
SLM Corp.⁽²⁾		10,200		116,790
Synchrony Financial		1,693,648		56,533,970
			$	257,619,898

Containers & Packaging — 0.1%
Avery Dennison Corp.		2,250	$	229,725
Ball Corp.		25,288		898,989
Bemis Co., Inc.		50,882		2,147,729
Crown Holdings, Inc.⁽²⁾		13,787		617,106
International Paper Co.		42,000		2,187,360
Packaging Corp. of America		3,725		416,418
WestRock Co.		39,303		2,241,057
			$	8,738,384

Distributors — 0.2%
Genuine Parts Co.		201,037	$	18,453,186
LKQ Corp.⁽²⁾		224,518		7,162,124
			$	25,615,310

Diversified Consumer Services — 0.0%⁽¹⁾
H&R Block, Inc.		25,610	$	583,396
			$	583,396

Diversified Financial Services — 2.3%
Berkshire Hathaway, Inc., Class A⁽²⁾		453	$	127,764,124
Berkshire Hathaway, Inc., Class B⁽²⁾		1,439,927		268,762,375
			$	396,526,499


Security	Shares		Value

Diversified Telecommunication Services — 0.5%
AT&T, Inc.		666,443	$	21,399,485
CenturyLink, Inc.		5,086		94,803
Frontier Communications Corp.		894		4,792
Verizon Communications, Inc.		1,185,329		59,633,902
Windstream Holdings, Inc.		821		4,326
			$	81,137,308

Electric Utilities — 0.2%
Duke Energy Corp.		31,500	$	2,491,020
Entergy Corp.		600		48,474
Exelon Corp.		28,310		1,206,006
NextEra Energy, Inc.		124,972		20,874,073
Southern Co. (The)		117,942		5,461,894
			$	30,081,467

Electrical Equipment — 1.0%
Acuity Brands, Inc.		11,121	$	1,288,590
AMETEK, Inc.		70,596		5,094,207
Eaton Corp. PLC		130,064		9,720,983
Emerson Electric Co.		2,055,913		142,145,825
Hubbell, Inc.		1,978		209,154
nVent Electric PLC⁽²⁾		4		101
Rockwell Automation, Inc.		116,665		19,393,223
			$	177,852,083

Electronic Equipment, Instruments & Components — 0.3%
Amphenol Corp., Class A		10,986	$	957,430
CDW Corp.		142,695		11,528,329
Corning, Inc.		1,543,029		42,448,728
Keysight Technologies, Inc.⁽²⁾		9,942		586,876
Knowles Corp.⁽²⁾		8,001		122,415
TE Connectivity, Ltd.		29,999		2,701,710
Trimble, Inc.⁽²⁾		3,200		105,088
			$	58,450,576

Energy Equipment & Services — 0.8%
Apergy Corp.⁽²⁾		171,700	$	7,168,475
Frank’s International NV		1,500,000		11,700,000
Halliburton Co.		951,376		42,869,003
National Oilwell Varco, Inc.		5,061		219,647
Schlumberger, Ltd.		1,207,219		80,919,890
Transocean, Ltd.⁽²⁾		2,884		38,761
			$	142,915,776


		27		See Notes to Financial Statements.

Tax-Managed Growth Portfolio

June 30, 2018

Portfolio of Investments (Unaudited) — continued


Security	Shares		Value

Equity Real Estate Investment Trusts (REITs) — 0.1%
American Tower Corp.		32,841	$	4,734,687
Host Hotels & Resorts, Inc.		8,720		183,731
ProLogis, Inc.		2,000		131,380
Public Storage		49		11,116
Simon Property Group, Inc.		25,563		4,350,567
			$	9,411,481

Food & Staples Retailing — 2.2%
Costco Wholesale Corp.		883,550	$	184,644,279
Kroger Co. (The)		145,541		4,140,641
Sprouts Farmers Market, Inc.⁽²⁾		1,554,670		34,311,567
Sysco Corp.		443,443		30,282,723
Walgreens Boots Alliance, Inc.		605,201		36,321,138
Walmart, Inc.		1,035,785		88,714,985
			$	378,415,333

Food Products — 1.5%
Archer-Daniels-Midland Co.		305,116	$	13,983,466
Campbell Soup Co.		755,494		30,627,727
Conagra Brands, Inc.		413,772		14,784,074
Flowers Foods, Inc.		261,924		5,455,877
General Mills, Inc.		19,187		849,217
Hain Celestial Group, Inc. (The)⁽²⁾		17,240		513,752
Hershey Co. (The)		551,784		51,349,019
Hormel Foods Corp.		147,846		5,501,350
JM Smucker Co. (The)		18,967		2,038,573
Kellogg Co.		63,058		4,405,862
Kraft Heinz Co. (The)		41,254		2,591,576
Lamb Weston Holdings, Inc.		94,824		6,496,392
McCormick & Co., Inc.		51,969		6,033,081
Mondelez International, Inc., Class A		550,350		22,564,350
Nestle SA		1,118,348		86,672,868
Tyson Foods, Inc., Class A		24,682		1,699,356
			$	255,566,540

Health Care Equipment & Supplies — 2.0%
Abbott Laboratories		1,808,925	$	110,326,336
ABIOMED, Inc.⁽²⁾		59,930		24,514,367
Avanos Medical, Inc.		542		31,030
Baxter International, Inc.		232,275		17,151,186
Becton, Dickinson and Co.		71,495		17,127,342
Boston Scientific Corp.⁽²⁾		34,020		1,112,454
Danaher Corp.		139,109		13,727,276
DexCom, Inc.⁽²⁾		94,962		9,019,491
Edwards Lifesciences Corp.⁽²⁾		5,200		756,964


Security	Shares		Value

Health Care Equipment & Supplies(continued)
Hologic, Inc.⁽²⁾		154,947	$	6,159,143
Intuitive Surgical, Inc.⁽²⁾		75,158		35,961,600
Medtronic PLC		532,861		45,618,230
Smith & Nephew PLC ADR		5,500		206,415
Stryker Corp.		272,453		46,006,414
Varian Medical Systems, Inc.⁽²⁾		5,609		637,855
Zimmer Biomet Holdings, Inc.		148,851		16,587,955
			$	344,944,058

Health Care Providers & Services — 1.0%
Acadia Healthcare Co., Inc.⁽²⁾		32,000	$	1,309,120
Aetna, Inc.		18,766		3,443,561
Anthem, Inc.		141,182		33,605,552
Cardinal Health, Inc.		29,805		1,455,378
Centene Corp.⁽²⁾		27,164		3,346,877
Cigna Corp.		18,852		3,203,897
CVS Health Corp.		1,249,677		80,416,715
DaVita, Inc.⁽²⁾		157,055		10,905,899
Express Scripts Holding Co.⁽²⁾		5		386
HCA Healthcare, Inc.		165,025		16,931,565
Henry Schein, Inc.⁽²⁾		26,346		1,913,773
Humana, Inc.		1,563		465,196
McKesson Corp.		6,776		903,918
UnitedHealth Group, Inc.		80,419		19,729,998
			$	177,631,835

Health Care Technology — 0.2%
Cerner Corp.⁽²⁾		17,440	$	1,042,738
Cotiviti Holdings, Inc.⁽²⁾		863,310		38,097,870
			$	39,140,608

Hotels, Restaurants & Leisure — 3.3%
Carnival Corp.		21,669	$	1,241,851
Chipotle Mexican Grill, Inc.⁽²⁾		121,117		52,246,240
Choice Hotels International, Inc.		30,002		2,268,151
Darden Restaurants, Inc.		21,300		2,280,378
Domino’s Pizza, Inc.		148		41,761
Hilton Worldwide Holdings, Inc.		99,691		7,891,540
Marriott International, Inc., Class A		1,953,018		247,252,079
McDonald’s Corp.		33,097		5,185,969
MGM Resorts International⁽³⁾		50,000		1,451,500
Starbucks Corp.		3,793,418		185,308,469
Texas Roadhouse, Inc.		398,116		26,080,579
Yum China Holdings, Inc.		360,498		13,864,753
Yum! Brands, Inc.		290,587		22,729,715
			$	567,842,985


		28		See Notes to Financial Statements.

Tax-Managed Growth Portfolio

June 30, 2018

Portfolio of Investments (Unaudited) — continued


Security	Shares		Value

Household Durables — 0.1%
D.R. Horton, Inc.		5,956	$	244,196
Leggett & Platt, Inc.		52,679		2,351,591
Lennar Corp., Class A		4,389		230,423
Lennar Corp., Class B		21		896
Mohawk Industries, Inc.⁽²⁾		2,820		604,241
Newell Brands, Inc.		479,252		12,359,909
NVR, Inc.⁽²⁾		176		522,782
PulteGroup, Inc.		29,551		849,591
Tempur Sealy International, Inc.⁽²⁾		135,025		6,487,951
Toll Brothers, Inc.		2,223		82,229
Whirlpool Corp.		1,391		203,406
			$	23,937,215

Household Products — 1.3%
Church & Dwight Co., Inc.		1,120	$	59,539
Clorox Co. (The)		1,340		181,235
Colgate-Palmolive Co.		1,393,555		90,316,300
Energizer Holdings, Inc.		9,500		598,120
Kimberly-Clark Corp.		42,168		4,441,977
Procter & Gamble Co. (The)		1,724,982		134,652,095
			$	230,249,266

Independent Power and Renewable Electricity Producers — 0.0%⁽¹⁾
AES Corp. (The)		1,730	$	23,199
			$	23,199

Industrial Conglomerates — 1.6%
3M Co.		675,951	$	132,973,081
Carlisle Cos., Inc.		51,706		5,600,277
General Electric Co.		5,670,337		77,173,286
Honeywell International, Inc.		374,876		54,000,888
Roper Technologies, Inc.		20,247		5,586,350
			$	275,333,882

Insurance — 1.4%
Aegon NV ADR		5	$	30
Aflac, Inc.		632,912		27,227,874
Aflac, Inc.⁽³⁾		50,000		2,151,000
Alleghany Corp.		3,985		2,291,255
Allstate Corp. (The)		6,403		584,402
American International Group, Inc.		159,867		8,476,148
Aon PLC		102,957		14,122,612
Arch Capital Group, Ltd.⁽²⁾		39,000		1,031,940
Arthur J. Gallagher & Co.		374,352		24,437,699


Security	Shares		Value

Insurance(continued)
Assurant, Inc.		10,300	$	1,065,947
Brighthouse Financial, Inc.⁽²⁾		936		37,506
Chubb, Ltd.		8,410		1,068,238
Cincinnati Financial Corp.		159,319		10,652,068
Fidelity National Financial, Inc.⁽³⁾		55,779		2,096,308
Hartford Financial Services Group, Inc.		32,187		1,645,721
Markel Corp.⁽²⁾		6,362		6,898,635
Marsh & McLennan Cos., Inc.		113,365		9,292,529
MetLife, Inc.		16,661		726,420
Progressive Corp. (The)		1,256,871		74,343,920
Prudential Financial, Inc.		20,786		1,943,699
Reinsurance Group of America, Inc.		6,425		857,609
Torchmark Corp.		422,551		34,399,877
Travelers Cos., Inc. (The)		122,025		14,928,538
Trisura Group, Ltd.⁽²⁾		124		2,500
Willis Towers Watson PLC		104		15,766
WR Berkley Corp.		1,500		108,615
			$	240,406,856

Internet & Direct Marketing Retail — 4.5%
Amazon.com, Inc.⁽²⁾		354,904	$	603,265,819
Booking Holdings, Inc.⁽²⁾		50,820		103,016,714
Ctrip.com International, Ltd. ADR⁽²⁾		5,200		247,676
Expedia Group, Inc.		2,670		320,907
Netflix, Inc.⁽²⁾		136,715		53,514,353
Qurate Retail, Inc.⁽²⁾		97,587		2,070,796
Wayfair, Inc., Class A⁽²⁾		39,272		4,663,943
			$	767,100,208

Internet Software & Services — 8.7%
2U, Inc.⁽²⁾		37,324	$	3,118,793
Akamai Technologies, Inc.⁽²⁾		226,957		16,620,061
Alibaba Group Holding, Ltd. ADR⁽²⁾		208,381		38,660,927
Alphabet, Inc., Class A⁽²⁾		290,780		328,345,868
Alphabet, Inc., Class C⁽²⁾		365,468		407,734,374
Altaba, Inc.⁽²⁾		144,071		10,547,438
Baidu, Inc. ADR⁽²⁾		72,500		17,617,500
Box, Inc., Class A⁽²⁾		176,143		4,401,814
Cars.com, Inc.⁽²⁾		400		11,356
Coupa Software, Inc.⁽²⁾		28,188		1,754,421
eBay, Inc.⁽²⁾		1,337,694		48,504,785
Envestnet, Inc.⁽³⁾		40,000		2,197,066
Facebook, Inc., Class A⁽²⁾		2,905,200		564,538,464
IAC/InterActiveCorp⁽²⁾		4,215		642,745
LogMeIn, Inc.		1,026		105,935


		29		See Notes to Financial Statements.

Tax-Managed Growth Portfolio

June 30, 2018

Portfolio of Investments (Unaudited) — continued


Security	Shares		Value

Internet Software & Services (continued)
Nutanix, Inc., Class A⁽²⁾		33,412	$	1,723,057
Okta, Inc.⁽²⁾		86,309		4,347,384
Pandora Media, Inc.⁽²⁾		37,000		291,560
Shopify, Inc., Class A⁽²⁾		6,694		976,588
Twitter, Inc.⁽²⁾		614,278		26,825,520
VeriSign, Inc.⁽²⁾		19,493		2,678,728
Yelp, Inc.⁽²⁾		145,608		5,704,921
			$	1,487,349,305

IT Services — 2.8%
Accenture PLC, Class A		731,773	$	119,710,745
Alliance Data Systems Corp.		686		159,975
Automatic Data Processing, Inc.		162,672		21,820,822
Broadridge Financial Solutions, Inc.		50,205		5,778,595
Cognizant Technology Solutions Corp., Class A		5,578		440,606
Fidelity National Information Services, Inc.		63,737		6,758,034
Fiserv, Inc.⁽²⁾		627,056		46,458,579
International Business Machines Corp.		470,080		65,670,176
Mastercard, Inc., Class A		62,931		12,367,200
Paychex, Inc.		709,749		48,511,344
PayPal Holdings, Inc.⁽²⁾		164,791		13,722,147
Sabre Corp.		157,290		3,875,626
Square, Inc., Class A⁽²⁾		204,040		12,577,026
Total System Services, Inc.		5		423
Visa, Inc., Class A		849,131		112,467,401
Western Union Co. (The)		82,244		1,672,020
			$	471,990,719

Leisure Products — 0.0%⁽¹⁾
Hasbro, Inc.		786	$	72,556
Mattel, Inc.		3,941		64,711
Polaris Industries, Inc.		20,015		2,445,433
			$	2,582,700

Life Sciences Tools & Services — 0.4%
Agilent Technologies, Inc.		651,639	$	40,297,356
Illumina, Inc.⁽²⁾		28,727		8,023,164
IQVIA Holdings, Inc.⁽²⁾		34,269		3,420,731
Thermo Fisher Scientific, Inc.		38,476		7,969,919
			$	59,711,170

Machinery — 1.6%
Caterpillar, Inc.		254,523	$	34,531,135
Cummins, Inc.		150		19,950


Security	Shares		Value

Machinery(continued)
Deere & Co.		169,903	$	23,752,439
Donaldson Co., Inc.		138,864		6,265,544
Dover Corp.		343,400		25,136,880
Fortive Corp.		28,046		2,162,627
Illinois Tool Works, Inc.		1,058,721		146,675,207
Ingersoll-Rand PLC		6,080		545,558
Lincoln Electric Holdings, Inc.		53,660		4,709,202
Manitowoc Co., Inc. (The)⁽²⁾		11,435		295,709
Middleby Corp.⁽²⁾		2,000		208,840
PACCAR, Inc.		186,094		11,530,384
Parker-Hannifin Corp.		18,857		2,938,864
Pentair PLC		4		168
Snap-on, Inc.		22,178		3,564,448
Stanley Black & Decker, Inc.		288		38,249
WABCO Holdings, Inc.⁽²⁾		3,080		360,422
Welbilt, Inc.⁽²⁾		45,741		1,020,482
Westinghouse Air Brake Technologies Corp.		14,082		1,388,204
			$	265,144,312

Media — 2.4%
CBS Corp., Class B		575,030	$	32,328,187
Comcast Corp., Class A		3,083,555		101,171,440
Discovery, Inc., Class A⁽²⁾		6,930		190,575
Discovery, Inc., Class C⁽²⁾		207		5,278
Interpublic Group of Cos., Inc. (The)		700,848		16,427,877
Liberty Braves Group, Series A⁽²⁾		1,236		31,778
Liberty Braves Group, Series C⁽²⁾		2,473		63,952
Liberty Broadband Corp., Series A⁽²⁾		3,091		233,803
Liberty Broadband Corp., Series C⁽²⁾		6,183		468,177
Liberty Formula One, Series A⁽²⁾		3,091		109,143
Liberty Formula One, Series C⁽²⁾		6,183		229,575
Liberty Global PLC, Class A⁽²⁾		8,854		243,839
Liberty Global PLC, Class C⁽²⁾		27,614		734,809
Liberty Latin America Ltd., Class A⁽²⁾		1,546		29,559
Liberty Latin America Ltd., Class C⁽²⁾		4,825		93,508
Liberty SiriusXM Group, Series A⁽²⁾		12,367		557,133
Liberty SiriusXM Group, Series C⁽²⁾		24,734		1,121,934
Live Nation Entertainment, Inc.⁽²⁾		1,800		87,426
News Corp., Class A		24		372
Omnicom Group, Inc.		131,803		10,052,615
TEGNA, Inc.		1,201		13,031
Twenty-First Century Fox, Inc., Class A		16,236		806,767
Viacom, Inc., Class B		378,593		11,418,365
Walt Disney Co. (The)		2,238,375		234,604,084
			$	411,023,227


		30		See Notes to Financial Statements.

Tax-Managed Growth Portfolio

June 30, 2018

Portfolio of Investments (Unaudited) — continued


Security	Shares		Value

Metals & Mining — 0.2%
Alcoa Corp.⁽²⁾		5,862	$	274,811
Cleveland-Cliffs, Inc.⁽²⁾		527,743		4,448,873
Freeport-McMoRan, Inc.		39,818		687,259
Glencore PLC		598,405		2,841,101
Lonmin PLC⁽²⁾		64		35
Nucor Corp.		235,936		14,746,000
Southern Copper Corp.		12,126		568,346
Steel Dynamics, Inc.		182,124		8,368,598
Steel Dynamics, Inc.⁽³⁾		50,000		2,295,202
			$	34,230,225

Multi-Utilities — 0.1%
Consolidated Edison, Inc.		43,075	$	3,358,988
Dominion Energy, Inc.		13,110		893,840
DTE Energy Co.		64,168		6,649,730
Sempra Energy		67,787		7,870,748
WEC Energy Group, Inc.		8,481		548,297
			$	19,321,603

Multiline Retail — 0.1%
Dollar Tree, Inc.⁽²⁾		142,658	$	12,125,930
Nordstrom, Inc.		7,679		397,619
Target Corp.		36,405		2,771,148
			$	15,294,697

Oil, Gas & Consumable Fuels — 5.0%
Anadarko Petroleum Corp.		800,521	$	58,638,163
Antero Resources Corp.⁽²⁾		1,764,100		37,663,535
Apache Corp.		175,832		8,220,146
California Resources Corp.⁽²⁾		275		12,496
Cheniere Energy, Inc.⁽²⁾		642,305		41,871,863
Chesapeake Energy Corp.⁽²⁾		288		1,509
Chevron Corp.		860,818		108,833,220
Concho Resources, Inc.⁽²⁾		40,000		5,534,000
ConocoPhillips		261,371		18,196,649
Devon Energy Corp.		1,380,333		60,679,439
EOG Resources, Inc.		1,544,181		192,142,442
EQT Corp.		180,474		9,958,555
Exxon Mobil Corp.		3,070,962		254,060,686
Hess Corp.		64,190		4,293,669
Kinder Morgan, Inc.		50,432		891,133
Marathon Oil Corp.		123,481		2,575,814
Marathon Petroleum Corp.		160,826		11,283,552
Murphy Oil Corp.		145,312		4,907,186
Occidental Petroleum Corp.		23,125		1,935,100


Security	Shares		Value

Oil, Gas & Consumable Fuels(continued)
Phillips 66		179,486	$	20,158,073
Pioneer Natural Resources Co.		14,430		2,730,733
Range Resources Corp.		669,731		11,204,600
Royal Dutch Shell PLC, Class A ADR		43,173		2,988,867
Southwestern Energy Co.⁽²⁾		730		3,869
Valero Energy Corp.		8,417		932,856
Williams Cos., Inc. (The)		56,025		1,518,838
WPX Energy, Inc.⁽²⁾		666		12,008
			$	861,249,001

Personal Products — 0.1%
Estee Lauder Cos., Inc. (The), Class A		37,503	$	5,351,303
Unilever NV - NY Shares		19,032		1,060,463
Unilever PLC ADR		18,708		1,034,178
			$	7,445,944

Pharmaceuticals — 4.9%
Allergan PLC		104,620	$	17,442,246
AstraZeneca PLC ADR		870		30,546
Bristol-Myers Squibb Co.		2,083,405		115,295,633
Catalent, Inc.⁽²⁾		45,943		1,924,552
Eli Lilly & Co.		1,731,494		147,748,383
GlaxoSmithKline PLC ADR		1,468		59,175
Johnson & Johnson		2,188,408		265,541,427
Johnson & Johnson⁽³⁾		14,035		1,703,007
Mallinckrodt PLC⁽²⁾		6		112
Merck & Co., Inc.		1,404,676		85,263,833
Novartis AG ADR		114,146		8,622,589
Novo Nordisk A/S ADR		1,283,586		59,198,986
Pfizer, Inc.		1,826,703		66,272,785
Roche Holding AG ADR		35,808		989,375
Sanofi ADR		5,100		204,051
Teva Pharmaceutical Industries, Ltd. ADR		1,676,992		40,784,445
Zoetis, Inc.		436,577		37,191,995
			$	848,273,140

Professional Services — 0.2%
Equifax, Inc.		12,654	$	1,583,142
Nielsen Holdings PLC		72,356		2,237,971
On Assignment, Inc.⁽²⁾		170,225		13,309,893
Verisk Analytics, Inc.⁽²⁾		98,337		10,584,994
			$	27,716,000


		31		See Notes to Financial Statements.

Tax-Managed Growth Portfolio

June 30, 2018

Portfolio of Investments (Unaudited) — continued


Security	Shares		Value

Road & Rail — 0.7%
Canadian National Railway Co.		403,231	$	32,964,134
Canadian Pacific Railway, Ltd.		942		172,405
CSX Corp.		86,183		5,496,752
CSX Corp.⁽³⁾		19,071		1,215,831
Kansas City Southern		7,000		741,720
Norfolk Southern Corp.		222,808		33,615,043
Union Pacific Corp.		372,000		52,704,960
			$	126,910,845

Semiconductors & Semiconductor Equipment — 5.2%
Analog Devices, Inc.		632,596	$	60,678,608
Applied Materials, Inc.		100,000		4,619,000
ASML Holding NV - NY Shares		3,622		717,047
Broadcom, Inc.		90,809		22,033,896
Cypress Semiconductor Corp.		107,346		1,672,451
Intel Corp.		6,829,512		339,495,042
Lam Research Corp.		33,350		5,764,548
Lam Research Corp.⁽³⁾		10,000		1,727,765
Marvell Technology Group, Ltd.		95,391		2,045,183
Microchip Technology, Inc.		367,513		33,425,307
Microchip Technology, Inc.⁽³⁾		5,600		509,320
Micron Technology, Inc.⁽²⁾		216,134		11,334,067
NVIDIA Corp.		505,735		119,808,622
NVIDIA Corp.⁽³⁾		100,000		23,690,000
Qorvo, Inc.⁽²⁾		13,586		1,089,190
QUALCOMM, Inc.		2,710,933		152,137,560
Texas Instruments, Inc.		1,016,017		112,015,874
Versum Materials, Inc.		1,129		41,942
Xilinx, Inc.		104,186		6,799,178
			$	899,604,600

Software — 4.9%
Activision Blizzard, Inc.		218,092	$	16,644,781
Adobe Systems, Inc.⁽²⁾		484,308		118,079,134
Autodesk, Inc.⁽²⁾		6,271		822,065
Cadence Design Systems, Inc.⁽²⁾		506,300		21,927,853
CDK Global, Inc.		3		195
Check Point Software Technologies, Ltd.⁽²⁾		151,500		14,798,520
Citrix Systems, Inc.⁽²⁾		5,976		626,524
Dell Technologies, Inc., Class V⁽²⁾		1,493		126,278
Electronic Arts, Inc.⁽²⁾		48,820		6,884,596
FireEye, Inc.⁽²⁾		82,732		1,273,245
Fortinet, Inc.⁽²⁾		20,000		1,248,600
Intuit, Inc.		40,048		8,182,007
Manhattan Associates, Inc.⁽²⁾		56,873		2,673,600


Security	Shares		Value

Software(continued)
Microsoft Corp.		3,642,009	$	359,138,508
Oracle Corp.		2,686,255		118,356,395
Paycom Software, Inc.⁽²⁾		550,305		54,386,643
Red Hat, Inc.⁽²⁾		2,550		342,644
salesforce.com, Inc.⁽²⁾		106,644		14,546,242
ServiceNow, Inc.⁽²⁾		199,377		34,386,551
Splunk, Inc.⁽²⁾		306,812		30,408,137
Symantec Corp.		72,900		1,505,385
Synopsys, Inc.⁽²⁾		8,560		732,479
Tableau Software, Inc., Class A⁽²⁾		13,699		1,339,077
Tyler Technologies, Inc.⁽²⁾		10,000		2,221,000
Ultimate Software Group, Inc. (The)⁽²⁾		41,687		10,726,482
Workday, Inc., Class A⁽²⁾		121,726		14,743,453
Workday, Inc., Class A⁽²⁾⁽³⁾		19,755		2,390,333
			$	838,510,727

Specialty Retail — 2.2%
Advance Auto Parts, Inc.		78,893	$	10,705,780
AutoNation, Inc.⁽²⁾		5,972		290,120
AutoZone, Inc.⁽²⁾		2,443		1,639,082
Bed Bath & Beyond, Inc.		22,000		438,350
Best Buy Co., Inc.		252,086		18,800,574
Dick’s Sporting Goods, Inc.		35,000		1,233,750
Gap, Inc. (The)		89,138		2,887,180
GNC Holdings, Inc., Class A⁽²⁾		900		3,168
L Brands, Inc.		307,212		11,329,979
Lowe’s Cos., Inc.		935,819		89,436,222
O’Reilly Automotive, Inc.⁽²⁾		82,957		22,694,546
O’Reilly Automotive, Inc.⁽²⁾⁽³⁾		77,496		21,179,380
Ross Stores, Inc.		262,238		22,224,671
Ross Stores, Inc.⁽³⁾		40,000		3,388,559
Ross Stores, Inc.⁽³⁾		88,000		7,450,542
Signet Jewelers, Ltd.		65,986		3,678,720
Tiffany & Co.		14,845		1,953,602
TJX Cos., Inc. (The)		1,334,669		127,033,795
Tractor Supply Co.		244,964		18,737,296
Ulta Beauty, Inc.⁽²⁾		78,652		18,362,096
			$	383,467,412

Technology Hardware, Storage & Peripherals — 3.5%
Apple, Inc.		2,893,899	$	535,689,644
Hewlett Packard Enterprise Co.		506		7,393
NetApp, Inc.		493,167		38,728,404
Pure Storage, Inc., Class A⁽³⁾		300,000		7,160,955
Pure Storage, Inc., Class A⁽³⁾		1,000,000		23,856,120
			$	605,442,516


		32		See Notes to Financial Statements.

Tax-Managed Growth Portfolio

June 30, 2018

Portfolio of Investments (Unaudited) — continued


Security	Shares		Value

Textiles, Apparel & Luxury Goods — 1.7%
Hanesbrands, Inc.		221,909	$	4,886,436
Luxottica Group SpA ADR		20,606		1,323,523
NIKE, Inc., Class B		3,447,406		274,689,310
VF Corp.		68,932		5,619,337
			$	286,518,606

Thrifts & Mortgage Finance — 0.0%⁽¹⁾
Essent Group, Ltd.⁽²⁾		48,156	$	1,724,948
			$	1,724,948

Tobacco — 0.5%
Altria Group, Inc.		430,129	$	24,427,026
Altria Group, Inc.⁽³⁾		32,000		1,817,280
British American Tobacco PLC ADR		3,399		171,480
Philip Morris International, Inc.		636,953		51,427,585
			$	77,843,371

Trading Companies & Distributors — 0.0%⁽¹⁾
Fastenal Co.		10,178	$	489,867
United Rentals, Inc.⁽²⁾		2,000		295,240
W.W. Grainger, Inc.		2,791		860,745
			$	1,645,852

Wireless Telecommunication Services — 0.0%⁽¹⁾
America Movil SAB de CV, ADR, Series L		270,852	$	4,512,394
Sprint Corp.⁽²⁾		1		5
Vodafone Group PLC ADR		5		123
			$	4,512,522

Total Common Stocks (identified cost $9,083,042,745)			$	16,902,697,174

Rights — 0.0%⁽¹⁾
Security	Shares		Value

Pharmaceuticals — 0.0%⁽¹⁾
Sanofi, Exp. 12/31/20⁽²⁾		6,984	$	3,492

Total Rights (identified cost $16,441)			$	3,492


Short-Term Investments — 1.4%
Description	Units		Value
Eaton Vance Cash Reserves Fund, LLC, 2.09%⁽⁴⁾		237,021,233	$	237,021,233

Total Short-Term Investments (identified cost $237,023,028)			$	237,021,233

Total Investments — 99.8% (identified cost $9,320,082,214)			$	17,139,721,899

Other Assets, Less Liabilities — 0.2%			$	29,059,457

Net Assets — 100.0%			$	17,168,781,356

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

⁽¹⁾	Amount is less than 0.05%.

⁽²⁾	Non-income producing security.

⁽³⁾	Restricted security (see Note 9).

⁽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, 2018.

Abbreviations:


ADR		–		American Depositary Receipt


		33		See Notes to Financial Statements.

Tax-Managed Growth Portfolio

June 30, 2018

Statement of Assets and Liabilities (Unaudited)


Assets	June 30, 2018
Unaffiliated investments, at value (identified cost, $9,083,059,186)	$	16,902,700,666
Affiliated investment, at value (identified cost, $237,023,028)		237,021,233
Cash		106,693
Dividends receivable		9,512,623
Dividends receivable from affiliated investment		582,767
Receivable for investments sold		19,473,133
Tax reclaims receivable		6,764,176
Total assets	$	17,176,161,291

Liabilities
Payable to affiliates:
Investment adviser fee	$	6,196,936
Trustees’ fees		25,375
Accrued expenses		1,157,624
Total liabilities	$	7,379,935
Commitments and contingencies (Note 8)
Net Assets applicable to investors’ interest in Portfolio	$	17,168,781,356

Sources of Net Assets
Investors’ capital	$	9,349,231,640
Net unrealized appreciation		7,819,549,716
Total	$	17,168,781,356


		34		See Notes to Financial Statements.

Tax-Managed Growth Portfolio

June 30, 2018

Statement of Operations (Unaudited)


Investment Income	Six Months Ended June 30, 2018
Dividends (net of foreign taxes, $1,117,366)	$	137,467,495
Dividends from affiliated investment		2,237,551
Total investment income	$	139,705,046

Expenses
Investment adviser fee	$	36,289,999
Trustees’ fees and expenses		50,750
Custodian fee		1,218,977
Professional fees		175,919
Miscellaneous		214,001
Total expenses	$	37,949,646

Net investment income	$	101,755,400

Realized and Unrealized Gain (Loss)
Net realized gain (loss) —
Investment transactions⁽¹⁾	$	255,585,867
Investment transactions — affiliated investment		(39,950	)
Foreign currency transactions		(15,440	)
Net realized gain	$	255,530,477
Change in unrealized appreciation (depreciation) —
Investments	$	62,054,362
Investments — affiliated investment		60,953
Foreign currency		(78,543	)
Net change in unrealized appreciation (depreciation)	$	62,036,772

Net realized and unrealized gain	$	317,567,249

Net increase in net assets from operations	$	419,322,649

⁽¹⁾	Includes $294,389,011 of net realized gains from redemptions in-kind.


		35		See Notes to Financial Statements.

Tax-Managed Growth Portfolio

June 30, 2018

Statements of Changes in Net Assets


Increase (Decrease) in Net Assets	Six Months Ended June 30, 2018 (Unaudited)			Year Ended December 31, 2017
From operations —
Net investment income	$	101,755,400		$	186,803,347
Net realized gain		255,530,477			366,906,314
Net change in unrealized appreciation (depreciation)		62,036,772			2,337,531,531
Net increase in net assets from operations	$	419,322,649		$	2,891,241,192
Capital transactions —
Contributions	$	1,059,287,329		$	1,487,391,128
Withdrawals		(534,518,475	)		(730,966,590	)
Net increase in net assets from capital transactions	$	524,768,854		$	756,424,538

Net increase in net assets	$	944,091,503		$	3,647,665,730

Net Assets
At beginning of period	$	16,224,689,853		$	12,577,024,123
At end of period	$	17,168,781,356		$	16,224,689,853


		36		See Notes to Financial Statements.

Tax-Managed Growth Portfolio

June 30, 2018

Financial Highlights


	Six Months Ended June 30, 2018 (Unaudited)			Year Ended December 31,
Ratios/Supplemental Data	Six Months Ended June 30, 2018 (Unaudited)			2017			2016			2015			2014			2013
Ratios (as a percentage of average daily net assets):
Expenses⁽¹⁾		0.46	%⁽²⁾		0.46	%		0.47	%		0.47	%		0.47	%		0.48	%
Net investment income		1.23	%⁽²⁾		1.33	%		1.48	%		1.44	%		1.45	%		1.50	%
Portfolio Turnover		1	%⁽³⁾⁽⁴⁾		0	%⁽⁴⁾⁽⁵⁾		1	%⁽⁴⁾		9	%		8	%		3	%

Total Return		2.67	%⁽³⁾		22.76	%		9.06	%		2.53	%		12.73	%		32.39	%

Net assets, end of period (000’s omitted)	$	17,168,781		$	16,224,690		$	12,577,024		$	11,055,385		$	10,545,696		$	9,414,954

⁽¹⁾	Excludes the effect of custody fee credits, if any, of less than 0.005%. Effective September 1, 2015, custody fee credits, which were earned on cash deposit balances, were discontinued by the custodian.

⁽²⁾	Annualized.

⁽³⁾	Not annualized.

⁽⁴⁾

Excludes the value of portfolio securities contributed or distributed as a result of in-kind shareholder transactions. The portfolio turnover of the Portfolio including in-kind contributions and distributions of securities was 3%, 5% and 6% for the six months ended June 30, 2018 and the years ended December 31, 2017 and 2016, respectively.

⁽⁵⁾	Amount is less than 0.5%.


		37		See Notes to Financial Statements.

Eaton Vance

Tax-Managed Growth Portfolio

June 30, 2018

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, 2018, Eaton Vance Tax-Managed Growth Fund 1.0, Eaton Vance Tax-Managed Growth Fund 1.1, Eaton Vance Tax-Managed Growth Fund 1.2 and Eaton Vance Tax-Managed Equity Asset Allocation Fund held an interest of 5.6%, 9.4%, 4.6%, and 1.0% respectively, in the Portfolio. In addition, an unregistered fund managed by the adviser to the Portfolio held an aggregate interest of 79.4% 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 (U.S. GAAP). The Portfolio is an investment company and follows accounting and reporting guidance in the Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 946 “Financial Services — Investment Companies.”

A Investment Valuation — The following methodologies are used to determine the market value or fair value of investments.

Equity Securities. Equity securities 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.

Foreign Securities and Currencies. 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. 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.

Affiliated Fund. The Portfolio may invest in Eaton Vance Cash Reserves Fund, LLC (Cash Reserves Fund), an affiliated investment company managed by Eaton Vance Management (EVM). While Cash Reserves Fund is not a registered money market mutual fund, it conducts all of its investment activities in accordance with the requirements of Rule 2a-7 under the 1940 Act. Investments in Cash Reserves Fund are valued at the closing net asset value per unit on the valuation day. Cash Reserves Fund generally values its investment securities based on available market quotations provided by a third party pricing service.

Fair Valuation. 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.

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. In consideration of recent decisions rendered by European courts, the Portfolio has filed additional tax reclaims for previously withheld taxes on dividends earned in certain European Union countries. These filings are subject to various administrative and judicial proceedings within these countries. Due to the uncertainty as to the ultimate resolution of these proceedings, the likelihood of receipt of these reclaims, and the potential timing of payment, no amounts are reflected in the financial statements for such reclaims. 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 losses and any other items of income, gain, loss, deduction or credit.


		38

Eaton Vance

Tax-Managed Growth Portfolio

June 30, 2018

Notes to Financial Statements (Unaudited) — continued

As of June 30, 2018, the Portfolio had no uncertain tax positions that would require financial statement recognition, de-recognition, or disclosure. The Portfolio files a U.S. federal income 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 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.

F Use of Estimates — The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expense during the reporting period. Actual results could differ from those estimates.

G Indemnifications — Under the 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.

H Interim Financial Statements — The interim financial statements relating to June 30, 2018 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. Under the investment advisory agreement, BMR receives a monthly advisory fee at a rate of 0.625% annually 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:


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

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

The 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, 2018, the Portfolio’s investment adviser fee amounted to $36,289,999 or 0.44% (annualized) of the Portfolio’s average daily net assets.

Officers and Trustees of the Portfolio who are members of EVM’s or BMR’s organizations 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, 2018, no significant amounts have been deferred. Certain officers and Trustees of the Portfolio are officers of the above organizations.


		39

Eaton Vance

Tax-Managed Growth Portfolio

June 30, 2018

Notes to Financial Statements (Unaudited) — continued

3 Purchases and Sales of Investments

Purchases and sales of investments, other than short-term obligations, aggregated $101,314,080 and $97,991,076, respectively, for the six months ended June 30, 2018. In addition, investors contributed securities with an aggregate market value of $1,050,714,075 and investments having an aggregate market value of $471,047,269 were distributed in payment for capital withdrawals during the six months ended June 30, 2018.

4 Federal Income Tax Basis of Investments

The cost and unrealized appreciation (depreciation) of investments of the Portfolio at June 30, 2018, as determined on a federal income tax basis, were as follows:



Aggregate cost	$	2,788,944,062

Gross unrealized appreciation	$	14,360,242,178
Gross unrealized depreciation		(9,464,341	)

Net unrealized appreciation	$	14,350,777,837

5 Restricted Securities

At June 30, 2018, the Portfolio owned the following securities (representing 0.9% of net assets) which were restricted as to public resale and not registered under the Securities Act of 1933. 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.


Common Stocks	Date of Acquisition		Eligible for Resale		Shares		Cost		Value

Aflac, Inc.		9/21/17		9/21/18		50,000	$	2,095,902	$	2,151,000
Altria Group, Inc.		9/21/17		9/21/18		32,000		1,957,081		1,817,280
Arista Networks, Inc.		12/19/17		12/19/18		127,576		30,000,085		32,849,544
BB&T Corp.		9/21/17		9/21/18		22,314		1,000,005		1,125,518
CSX Corp.		3/22/18		3/22/19		19,071		1,084,218		1,215,831
Envestnet, Inc.		3/22/18		3/22/19		40,000		2,387,969		2,197,066
Fidelity National Financial, Inc		6/21/18		6/21/19		55,779		2,081,820		2,096,308
Johnson & Johnson		12/19/17		12/19/18		14,035		1,988,173		1,703,007
Lam Research Corp.		3/22/18		3/22/19		10,000		2,240,894		1,727,765
Lennox International, Inc.		6/21/18		6/21/19		48,340		9,895,444		9,665,575
MGM Resorts International		9/21/17		9/21/18		50,000		1,652,346		1,451,500
Microchip Technology Inc		12/19/17		12/19/18		5,600		497,734		509,320
NVIDIA Corp.		9/21/17		9/21/18		100,000		18,565,416		23,690,000
O’Reilly Automotive, Inc.		6/21/18		6/21/19		77,496		22,000,790		21,179,380
Pure Storage, Inc., Class A		3/22/18		3/22/19		300,000		5,997,897		7,160,955
Pure Storage, Inc., Class A		6/21/18		6/21/19		1,000,000		24,165,810		23,856,120
Ross Stores, Inc.		3/22/18		3/22/19		40,000		3,093,768		3,388,559
Ross Stores, Inc		6/21/18		6/21/19		88,000		7,614,058		7,450,542
Steel Dynamics, Inc.		6/21/18		6/21/19		50,000		2,345,152		2,295,202
Workday Inc., Class A		6/21/18		6/21/19		19,755		2,529,664		2,390,333

Total Restricted Securities							$	143,194,226	$	149,920,805


		40

Eaton Vance

Tax-Managed Growth Portfolio

June 30, 2018

Notes to Financial Statements (Unaudited) — continued

6 Line of Credit

The Portfolio participates with other portfolios and funds managed by EVM and its affiliates in a $625 million unsecured line of credit agreement with a group of banks, which is in effect through October 30, 2018. 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 0.15% 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, 2018.

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)

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, 2018, 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	$	2,533,169,525	$	32,018,481		$	—	$	2,565,188,006
Consumer Staples		1,230,565,844		86,672,868			—		1,317,238,712
Energy		1,004,164,777		—			—		1,004,164,777
Financials		2,914,512,144		23,527,246			—		2,938,039,390
Health Care		2,145,619,053		—			—		2,145,619,053
Industrials		1,787,866,930		10,881,406			—		1,798,748,336
Information Technology		4,669,680,843		37,332,239			—		4,707,013,082
Materials		277,061,900		5,136,338			—		282,198,238
Real Estate		9,411,481		—			—		9,411,481
Telecommunication Services		85,649,830		—			—		85,649,830
Utilities		49,426,269		—			—		49,426,269

Total Common Stocks	$	16,707,128,596	$	195,568,578	*	$	—	$	16,902,697,174

Rights	$	3,492	$	—		$	—	$	3,492
Short-Term Investments		—		237,021,233			—		237,021,233

Total Investments	$	16,707,132,088	$	432,589,811		$	—	$	17,139,721,899

*	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.

At June 30, 2018, the value of investments transferred between Level 1 and Level 2 during the year ended was not significant.

8 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, which


		41

Eaton Vance

Tax-Managed Growth Portfolio

June 30, 2018

Notes to Financial Statements (Unaudited) — continued

has been replaced by a Litigation Trustee pursuant to Tribune’s plan of reorganization, seeks to recover payments of the proceeds of the LBO. This action is now part of a multi-district litigation proceeding in the Southern District of New York. A motion to dismiss the FitzSimons case is currently pending. The value of the proceeds received by the Portfolio is approximately $48,237,000 (equal to 0.3% of net assets at June 30, 2018).

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 are expensed by the Portfolio as incurred.


		42

Eaton Vance

Tax-Managed Growth Fund 1.1

June 30, 2018

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 registered investment companies advised by either Eaton Vance Management or its affiliate, Boston Management and Research, (the “Eaton Vance Funds”) held on April 24, 2018, the Board, including a majority of the Independent Trustees, voted to approve continuation of existing investment 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 its Contract Review Committee, 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 2018. The Contract Review Committee also considered information received at prior meetings of the Board and its committees, as relevant to its annual evaluation of the investment advisory and sub-advisory agreements.

The information that the Board considered included, among other things, the following (for funds that invest through one or more underlying portfolio(s), references to “each fund” in this section may include information that was considered at the portfolio-level):

Information about Fees, Performance and Expenses

•

A report from an independent data provider comparing the advisory and related fees paid by each fund with fees paid by comparable funds as identified by the independent data provider (“comparable funds”);

•

A report from an independent data provider comparing each fund’s total expense ratio and its components to comparable funds;

•

A report from an independent data provider 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, as well as customized groups of peer funds and blended indices identified by the adviser in consultation with the Board;

•

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 fund’s investment strategies and policies;

•

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

•

Information about the allocation of brokerage transactions 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 policies with respect to “soft dollars”;

•

Data relating to portfolio turnover rates of each fund;

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 responsibilities with respect to managing other mutual funds and investment accounts;

•

The Code of Ethics of each adviser and its affiliates, together with information relating to compliance with and the administration of such codes;

•

Policies and procedures relating to proxy voting and the handling of corporate actions and class actions;

•

Information concerning the resources devoted to compliance efforts undertaken by each adviser and its affiliates (including descriptions of various compliance programs) and their record of compliance;

•

Information concerning 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;


		43

Eaton Vance

Tax-Managed Growth Fund 1.1

June 30, 2018

Board of Trustees’ Contract Approval — continued

Other Relevant Information

•

Information concerning the nature, cost and character of the administrative and other non-investment advisory 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 investment advisory agreement.

Over the course of the twelve-month period ended April 30, 2018, with respect to one or more funds, the Board met seven times and the Contract Review Committee, the Audit Committee, the Governance Committee, the Portfolio Management Committee and the Compliance Reports and Regulatory Matters Committee, each of which is a Committee comprised solely of Independent Trustees, met seven, thirteen, six, eight and nine times, respectively. At such meetings, the Trustees participated in investment and performance reviews with the portfolio managers and other investment professionals of each investment adviser relating to each fund, and considered various investment and trading strategies used in pursuing each fund’s investment objective, such as 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. In addition to the formal meetings of the Board and its Committees, the Independent Trustees hold regular teleconferences in between meetings to discuss, among other topics, matters relating to the continuation of investment advisory and sub-advisory agreements.

For funds that invest through one or more underlying portfolios, the Board considered similar information about the portfolio(s) when considering the approval of investment 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, independent 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 investment advisory and sub-advisory agreement and the weight to be given to each such factor. The conclusions reached with respect to each investment 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 investment advisory and sub-advisory agreement. In evaluating each investment advisory and sub-advisory agreement, including the specific fee structures and other terms of the agreements, the Contract Review Committee was informed by multiple years of analysis and discussion among the Independent Trustees and the Eaton Vance Funds’ advisers and sub-advisers.

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 based on the material 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 that the Adviser has devoted extensive resources to in-house equity research and also draws upon independent research available from third-party sources. The Board considered the experience of the Adviser’s investment professionals 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, as well as the compensation methods of the Adviser and other factors, such as the reputation and resources of the Adviser to recruit and retain highly qualified research, advisory and supervisory investment professionals. In addition, the Board considered the time and attention devoted to the Eaton Vance Funds, including the Portfolio, by senior management, as well as the infrastructure, operational capabilities and support staff in place to assist in the portfolio management and operations of the Portfolio, including the provision of administrative services. The Board also considered the business-related and other risks to which the Adviser or its affiliates may be subject in managing the Portfolio.

The Board considered 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 professionals, selective disclosure of portfolio holdings, late trading, frequent trading, portfolio


		44

Eaton Vance

Tax-Managed Growth Fund 1.1

June 30, 2018

Board of Trustees’ Contract Approval — continued

valuation, business continuity and the allocation of investment opportunities. The Board also considered 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 fund complex offering exposure to a variety of asset classes and investment disciplines, as well as 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 that of comparable funds and appropriate benchmark indices. The Board’s review included comparative performance data for the one-, three-, five- and ten-year periods ended September 30, 2017 for the Fund. In this regard, the Board noted that the performance of the Fund was higher than the median performance of the Fund’s peer group for the three-year period. The Board also noted that the performance of the Fund was lower than its benchmark index for the three-year period. The Board concluded that the performance of the Fund was satisfactory.

Management Fees and Expenses

The Board considered contractual fee rates payable by the Portfolio and by the Fund for advisory and administrative services (referred to collectively as “management fees”). As part of its review, the Board considered the Fund’s management fees and total expense ratio for the one year period ended September 30, 2017, as compared to those of comparable funds, before and after giving effect to any undertaking to waive fees or reimburse expenses. The Board also considered factors that had an impact on Fund expense ratios relative to comparable funds.

After considering 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 and Other “Fall-Out” Benefits

The Board considered 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 marketing support 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 fall-out 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 deemed not to be excessive.

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 economies of scale, if any, 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 any 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 any economies of scale in the future.


		45

Eaton Vance

Tax-Managed Growth Fund 1.2

June 30, 2018

Board of Trustees’ Contract Approval

Overview of the Contract Review Process

Information about Fees, Performance and Expenses

•

A report from an independent data provider comparing each fund’s total expense ratio and its components to comparable funds;

•

Data regarding investment performance in comparison to benchmark indices, as well as customized groups of peer funds and blended indices identified by the adviser in consultation with the Board;

•

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 fund’s investment strategies and policies;

•

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

•

Data relating to portfolio turnover rates of each fund;

Information about each Adviser

•

Reports detailing the financial results and condition of each adviser;

•

The Code of Ethics of each adviser and its affiliates, together with information relating to compliance with and the administration of such codes;

•

Policies and procedures relating to proxy voting and the handling of corporate actions and class actions;

•

Information concerning the business continuity and disaster recovery plans of each adviser and its affiliates;

•


		46

Eaton Vance

Tax-Managed Growth Fund 1.2

June 30, 2018

Board of Trustees’ Contract Approval — continued

Other Relevant Information

•

Information concerning the nature, cost and character of the administrative and other non-investment advisory 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 investment 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 based on the material 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.


		47

Eaton Vance

Tax-Managed Growth Fund 1.2

June 30, 2018

Board of Trustees’ Contract Approval — continued

Fund Performance

Management Fees and Expenses

Profitability and Other “Fall-Out” Benefits

Economies of Scale


		48

Eaton Vance

Tax-Managed Growth Fund 1.1

June 30, 2018

Officers and Trustees

Officers of Eaton Vance Tax-Managed Growth Fund 1.1

Payson F. Swaffield

President

Maureen A. Gemma

Vice President, Secretary and

Chief Legal Officer

James F. Kirchner

Treasurer

Richard F. Froio

Chief Compliance Officer

Officers of Tax-Managed Growth Portfolio

Edward J. Perkin

President

Maureen A. Gemma

Vice President, Secretary and

Chief Legal Officer

James F. Kirchner

Treasurer

Richard F. Froio

Chief Compliance Officer

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

William H. Park

Chairperson

Thomas E. Faust Jr.*

Mark R. Fetting

Cynthia E. Frost

George J. Gorman

Valerie A. Mosley

Helen Frame Peters

Susan J. Sutherland

Harriett Tee Taggart

Scott E. Wennerholm

*	Interested Trustee


		49

Eaton Vance

Tax-Managed Growth Fund 1.2

June 30, 2018

Officers and Trustees

Officers of Eaton Vance Tax-Managed Growth Fund 1.2

Payson F. Swaffield

President

Maureen A. Gemma

Vice President, Secretary and

Chief Legal Officer

James F. Kirchner

Treasurer

Richard F. Froio

Chief Compliance Officer

Officers of Tax-Managed Growth Portfolio

Edward J. Perkin

President

Maureen A. Gemma

Vice President, Secretary and

Chief Legal Officer

James F. Kirchner

Treasurer

Richard F. Froio

Chief Compliance Officer

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

William H. Park

Chairperson

Thomas E. Faust Jr.*

Mark R. Fetting

Cynthia E. Frost

George J. Gorman

Valerie A. Mosley

Helen Frame Peters

Susan J. Sutherland

Harriett Tee Taggart

Scott E. Wennerholm

*	Interested Trustee


		50

Eaton Vance Funds

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 (International) Limited, Eaton Vance Advisers International Ltd., Eaton Vance Management’s Real Estate Investment Group and Boston Management and 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 typically 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.


		51

This Page Intentionally Left Blank

Investment Adviser of Tax-Managed Growth Portfolio

Boston Management and Research

Two International Place

Boston, MA 02110

Administrator of Eaton Vance Tax-Managed Growth Funds 1.1 & 1.2

Eaton Vance Management

Two International Place

Boston, MA 02110

Principal Underwriter*

Eaton Vance Distributors, Inc.

Two International Place

Boston, MA 02110

(617) 482-8260

Custodian

State Street Bank and Trust Company

State Street Financial Center, One Lincoln Street

Boston, MA 02111

Transfer Agent

BNY Mellon Investment Servicing (US) Inc.

Attn: Eaton Vance Funds

P.O. Box 9653

Providence, RI 02940-9653

(800) 262-1122

Fund Offices

Two International Place

Boston, MA 02110

FINRA BrokerCheck. Investors may check the background of their Investment Professional by contacting the Financial Industry Regulatory Authority (FINRA). FINRA BrokerCheck is a free tool to help investors check the professional background of current and former FINRA-registered securities firms and brokers. FINRA BrokerCheck is available by calling 1-800-289-9999 and at www.FINRA.org. The FINRA BrokerCheck brochure describing this program is available to investors at www.FINRA.org.

LOGO

7774 6.30.18

Item 2. Code of Ethics

Not required in this filing.

Item 3. Audit Committee Financial Expert

Not required in this filing.

Item 4. Principal Accountant Fees and Services

Not required in this filing.

Item 5. Audit Committee of Listed Registrants

Not applicable.

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. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies

Not applicable.

Item 13. Exhibits



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

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

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

(b)		Combined Section 906 certification.

Signatures

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

Tax-Managed Growth Portfolio


By:		/s/ Edward J. Perkin
		Edward J. Perkin
		President

Date: August 21, 2018

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


By:		/s/ James F. Kirchner
		James F. Kirchner
		Treasurer

Date: August 21, 2018


By:		/s/ Edward J. Perkin
		Edward J. Perkin
		President

Date: August 21, 2018