Statement of Assets and Liabilities
|
|
|
|
|
Assets
|
|
December 31, 2012
|
|
Unaffiliated investments, at value (identified cost, $5,007,258,102)
|
|
$
|
7,616,047,471
|
|
Affiliated investments, at value (identified cost, $105,908,979)
|
|
|
105,908,979
|
|
Dividends receivable
|
|
|
6,975,110
|
|
Interest receivable from affiliated investment
|
|
|
10,077
|
|
Receivable for investments sold
|
|
|
2,151,359
|
|
Tax reclaims receivable
|
|
|
1,301,303
|
|
Total assets
|
|
$
|
7,732,394,299
|
|
|
|
Liabilities
|
|
|
|
|
Payable to affiliates:
|
|
|
|
|
Investment adviser fee
|
|
$
|
3,020,651
|
|
Trustees fees
|
|
|
17,000
|
|
Accrued expenses
|
|
|
265,871
|
|
Total liabilities
|
|
$
|
3,303,522
|
|
Net Assets applicable to investors interest in Portfolio
|
|
$
|
7,729,090,777
|
|
|
|
Sources of Net Assets
|
|
|
|
|
Investors capital
|
|
$
|
5,120,222,449
|
|
Net unrealized appreciation
|
|
|
2,608,868,328
|
|
Total
|
|
$
|
7,729,090,777
|
|
|
|
|
|
|
|
|
21
|
|
See Notes to Financial Statements.
|
Tax-Managed Growth Portfolio
December 31, 2012
Statement of Operations
|
|
|
|
|
Investment Income
|
|
Year Ended
December 31, 2012
|
|
Dividends (net of foreign taxes, $2,557,994)
|
|
$
|
187,062,611
|
|
Interest allocated from affiliated investment
|
|
|
90,250
|
|
Expenses allocated from affiliated investment
|
|
|
(10,988
|
)
|
Total investment income
|
|
$
|
187,141,873
|
|
|
|
Expenses
|
|
|
|
|
Investment adviser fee
|
|
$
|
38,048,799
|
|
Trustees fees and expenses
|
|
|
72,375
|
|
Custodian fee
|
|
|
1,176,902
|
|
Professional fees
|
|
|
191,193
|
|
Miscellaneous
|
|
|
213,383
|
|
Total expenses
|
|
$
|
39,702,652
|
|
Deduct
|
|
|
|
|
Reduction of custodian fee
|
|
$
|
34
|
|
Total expense reductions
|
|
$
|
34
|
|
|
|
Net expenses
|
|
$
|
39,702,618
|
|
|
|
Net investment income
|
|
$
|
147,439,255
|
|
|
|
Realized and Unrealized Gain (Loss)
|
|
|
|
|
Net realized gain
|
|
|
|
|
Investment transactions
(1)
|
|
$
|
668,578,527
|
|
Investment transactions allocated from affiliated investment
|
|
|
2,123
|
|
Foreign currency transactions
|
|
|
116,835
|
|
Net realized gain
|
|
$
|
668,697,485
|
|
Change in unrealized appreciation (depreciation)
Investments
|
|
$
|
379,402,612
|
|
Foreign currency
|
|
|
(61,960
|
)
|
Net change in unrealized appreciation (depreciation)
|
|
$
|
379,340,652
|
|
|
|
Net realized and unrealized gain
|
|
$
|
1,048,038,137
|
|
|
|
Net increase in net assets from operations
|
|
$
|
1,195,477,392
|
|
(1)
|
Includes $684,475,867 of net realized gains from redemptions in-kind.
|
|
|
|
|
|
|
|
22
|
|
See Notes to Financial Statements.
|
Tax-Managed Growth Portfolio
December 31, 2012
Statements of Changes in Net Assets
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
Increase (Decrease) in Net Assets
|
|
2012
|
|
|
2011
|
|
From operations
|
|
|
|
|
|
|
|
|
Net investment income
|
|
$
|
147,439,255
|
|
|
$
|
132,247,891
|
|
Net realized gain from investment transactions and foreign currency transactions
|
|
|
668,697,485
|
|
|
|
229,176,225
|
|
Net change in unrealized appreciation (depreciation) from investments and foreign
currency
|
|
|
379,340,652
|
|
|
|
(294,956,824
|
)
|
Net increase in net assets from operations
|
|
$
|
1,195,477,392
|
|
|
$
|
66,467,292
|
|
Capital transactions
|
|
|
|
|
|
|
|
|
Contributions
|
|
$
|
95,312,609
|
|
|
$
|
92,861,482
|
|
Withdrawals
|
|
|
(1,634,382,694
|
)
|
|
|
(1,131,862,521
|
)
|
Net decrease in net assets from capital transactions
|
|
$
|
(1,539,070,085
|
)
|
|
$
|
(1,039,001,039
|
)
|
|
|
|
Net decrease in net assets
|
|
$
|
(343,592,693
|
)
|
|
$
|
(972,533,747
|
)
|
|
|
|
Net Assets
|
|
|
|
|
|
|
|
|
At beginning of year
|
|
$
|
8,072,683,470
|
|
|
$
|
9,045,217,217
|
|
At end of year
|
|
$
|
7,729,090,777
|
|
|
$
|
8,072,683,470
|
|
|
|
|
|
|
|
|
23
|
|
See Notes to Financial Statements.
|
Tax-Managed Growth Portfolio
December 31, 2012
Supplementary Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
Ratios/Supplemental Data
|
|
2012
|
|
|
2011
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
Ratios (as a percentage of average daily net assets):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses
(1)
|
|
|
0.48
|
%
|
|
|
0.48
|
%
|
|
|
0.48
|
%
|
|
|
0.47
|
%
|
|
|
0.45
|
%
|
Net investment income
|
|
|
1.78
|
%
|
|
|
1.53
|
%
|
|
|
1.43
|
%
|
|
|
1.86
|
%
|
|
|
1.84
|
%
|
Portfolio Turnover
|
|
|
2
|
%
|
|
|
2
|
%
|
|
|
2
|
%
|
|
|
3
|
%
|
|
|
3
|
%
|
|
|
|
|
|
|
Total Return
|
|
|
15.48
|
%
|
|
|
0.80
|
%
|
|
|
12.86
|
%
|
|
|
23.32
|
%
|
|
|
(32.76
|
)%
|
|
|
|
|
|
|
Net assets, end of year (000s omitted)
|
|
$
|
7,729,091
|
|
|
$
|
8,072,683
|
|
|
$
|
9,045,217
|
|
|
$
|
9,479,479
|
|
|
$
|
10,602,743
|
|
(1)
|
Excludes the effect of custody fee credits, if any, of less than 0.005%.
|
|
|
|
|
|
|
|
24
|
|
See Notes to Financial Statements.
|
Tax-Managed Growth Portfolio
December 31, 2012
Notes to Financial Statements
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 Portfolios 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 December 31, 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 8.1%, 14.7%, 5.9%, and 1.4% respectively, in the Portfolio. In addition, an unregistered fund managed by the adviser to the Portfolio held an interest of 69.9% 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 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 Portfolios 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. 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
securitys 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 securitys 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 companys or entitys 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 based on available market quotations provided by a third
party pricing service.
B Investment Transactions
Investment transactions for financial statement purposes are accounted for on a trade date basis. Realized gains and losses on investments sold are determined on the basis of identified cost.
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 Portfolios understanding of the applicable countries tax rules and rates. Interest income is recorded on the basis of interest
accrued, adjusted for amortization of premium or accretion of discount.
D Federal Taxes
The Portfolio has
elected to be treated as a partnership for federal tax purposes. No provision is made by the Portfolio for federal or state taxes on any taxable income of the Portfolio because each investor in the Portfolio is ultimately responsible for the payment
of any taxes on its share of taxable income. Since at least one of the Portfolios 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 investors distributive share of
the Portfolios net investment income, net realized capital gains and any other items of income, gain, loss, deduction or credit.
As of
December 31, 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.
Tax-Managed Growth Portfolio
December 31, 2012
Notes to Financial Statements continued
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
Portfolios 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 Portfolios 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 Portfolios 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 Portfolios 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 Portfolios 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 Portfolios net assets, net decrease in net assets from capital transactions, financial highlights, total return, taxable income or taxable realized gain (loss) of the Portfolio.
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 Portfolios 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 year ended December 31, 2012, the Portfolios investment adviser fee amounted to $38,048,799, or 0.46% of the Portfolios average daily net assets.
Officers and Trustees of the Portfolio who are members of EVMs or BMRs 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 year ended December 31, 2012, no
significant amounts have been deferred. Certain officers and Trustees of the Portfolio are officers of the above organizations.
Tax-Managed Growth Portfolio
December 31, 2012
Notes to Financial Statements continued
3 Purchases and Sales of Investments
Purchases and sales of investments, other than
short-term obligations, aggregated $131,570,236 and $70,924,383, respectively, for the year ended December 31, 2012. In addition, investors contributed securities with a value of $36,262,348 and investments having an aggregate market value of
$1,507,627,169 at dates of withdrawal were distributed in payment for capital withdrawals, during the year ended December 31, 2012.
4 Federal Income Tax Basis of Investments
The cost and unrealized appreciation (depreciation) of investments of the Portfolio at December 31, 2012, as determined on a federal income tax basis, were as
follows:
|
|
|
|
|
|
|
Aggregate cost
|
|
$
|
1,737,183,179
|
|
|
|
Gross unrealized appreciation
|
|
$
|
5,986,730,741
|
|
Gross unrealized depreciation
|
|
|
(1,957,470
|
)
|
|
|
Net unrealized appreciation
|
|
$
|
5,984,773,271
|
|
The net unrealized appreciation on foreign currency at December 31, 2012 on a federal income tax basis was $78,959.
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 year ended December 31, 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 funds 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
December 31, 2012
Notes to Financial Statements continued
At December 31, 2012, the hierarchy of inputs used in valuing the Portfolios investments, which are carried at value, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset Description
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
|
|
|
|
|
Common Stocks
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consumer Discretionary
|
|
$
|
1,110,460,774
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
1,110,460,774
|
|
Consumer Staples
|
|
|
842,842,357
|
|
|
|
134,677,074
|
|
|
|
|
|
|
|
977,519,431
|
|
Energy
|
|
|
623,193,645
|
|
|
|
|
|
|
|
|
|
|
|
623,193,645
|
|
Financials
|
|
|
1,075,464,116
|
|
|
|
20,067,724
|
|
|
|
|
|
|
|
1,095,531,840
|
|
Health Care
|
|
|
891,444,143
|
|
|
|
|
|
|
|
|
|
|
|
891,444,143
|
|
Industrials
|
|
|
925,680,004
|
|
|
|
|
|
|
|
|
|
|
|
925,680,004
|
|
Information Technology
|
|
|
1,783,727,587
|
|
|
|
|
|
|
|
|
|
|
|
1,783,727,587
|
|
Materials
|
|
|
170,397,491
|
|
|
|
|
|
|
|
|
|
|
|
170,397,491
|
|
Telecommunication Services
|
|
|
33,862,930
|
|
|
|
|
|
|
|
|
|
|
|
33,862,930
|
|
Utilities
|
|
|
4,217,718
|
|
|
|
|
|
|
|
|
|
|
|
4,217,718
|
|
|
|
|
|
|
Total Common Stocks
|
|
$
|
7,461,290,765
|
|
|
$
|
154,744,798
|
*
|
|
$
|
|
|
|
$
|
7,616,035,563
|
|
Preferred Stocks
|
|
$
|
|
|
|
$
|
|
|
|
$
|
0
|
|
|
$
|
0
|
|
Rights
|
|
|
11,908
|
|
|
|
|
|
|
|
|
|
|
|
11,908
|
|
Short-Term Investments
|
|
|
|
|
|
|
105,908,979
|
|
|
|
|
|
|
|
105,908,979
|
|
|
|
|
|
|
Total Investments
|
|
$
|
7,461,302,673
|
|
|
$
|
260,653,777
|
|
|
$
|
0
|
|
|
$
|
7,721,956,450
|
|
*
|
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 year ended
December 31, 2012 to require a reconciliation of Level 3 assets. All Level 3 investments held at December 31, 2011 and December 31, 2012 were valued at $0. At December 31, 2012 there were no investments transferred between Level
1 and Level 2 during the year 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, which has been
replaced by a Litigation Trustee pursuant to Tribunes plan of reorganization, seeks to recover payments of the proceeds of the LBO. This adversary proceeding in the Bankruptcy Court has been stayed pending the outcome of an omnibus motion
to dismiss filed by the defendants (including the Portfolio) in a related multi-district litigation proceeding in the Southern District of New York. The value of the proceeds received by the Portfolio is approximately $48,237,000 (equal to 0.62% of
net assets at December 31, 2012).
The Portfolio cannot predict the outcome of these proceedings or the effect, if any, on the Portfolios net
asset value. The attorneys fees and costs related to these actions will be expensed by the Portfolio as incurred.
Tax-Managed Growth Portfolio
December 31, 2012
Report of Independent Registered Public Accounting Firm
To the Trustees and Investors of Tax-Managed Growth Portfolio:
We have audited the accompanying statement of assets
and liabilities of Tax-Managed Growth Portfolio (the Portfolio), including the portfolio of investments, as of December 31, 2012, and the related statement of operations for the year then ended, the statements of changes in net
assets for each of the two years in the period then ended, and the supplementary data for each of the five years in the period then ended. These financial statements and supplementary data are the responsibility of the Portfolios management.
Our responsibility is to express an opinion on these financial statements and supplementary data based on our audits.
We conducted our audits in
accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and supplementary data
are free of material misstatement. The Portfolio is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a
basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Portfolios internal control over financial reporting. Accordingly, we express no such
opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2012, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other
auditing procedures. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements and supplementary
data referred to above present fairly, in all material respects, the financial position of Tax-Managed Growth Portfolio as of December 31, 2012, the results of its operations for the year then ended, the changes in its net assets for each of
the two years in the period then ended, and the supplementary data for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.
DELOITTE & TOUCHE LLP
Boston, Massachusetts
February 21, 2013
Eaton Vance
Tax-Managed Growth Fund 1.0
December 31, 2012
Management and Organization
Fund Management.
The Trustees of Eaton Vance Series Trust (the Trust) and Tax-Managed Growth Portfolio (the Portfolio) are responsible for the overall management and supervision of the
Trusts and Portfolios affairs. The Trustees and officers of the Trust and the Portfolio are listed below. Except as indicated, each individual has held the office shown or other offices in the same company for the last five years.
Trustees and officers of the Trust and the Portfolio hold indefinite terms of office. The Noninterested Trustees consist of those Trustees who are not interested persons of the Trust and the Portfolio, as that term is defined
under the 1940 Act. The business address of each Trustee and officer is Two International Place, Boston, Massachusetts 02110. As used below, EVC refers to Eaton Vance Corp., EV refers to Eaton Vance, Inc., EVM
refers to Eaton Vance Management, BMR refers to Boston Management and Research and EVD refers to Eaton Vance Distributors, Inc. EVC and EV are the corporate parent and trustee, respectively, of EVM and BMR. EVD is the
Funds principal underwriter, the Portfolios placement agent and a wholly-owned subsidiary of EVC. Each officer affiliated with Eaton Vance may hold a position with other Eaton Vance affiliates that is comparable to his or her position
with EVM listed below. Each Trustee oversees 188 portfolios in the Eaton Vance Complex (including all master and feeder funds in a master feeder structure). Each officer serves as an officer of certain other Eaton Vance funds. Each Trustee and
officer serves until his or her successor is elected.
|
|
|
|
|
|
|
Name and Year of Birth
|
|
Position(s)
with the
Trust
and the
Portfolio
|
|
Length of
Service
|
|
Principal Occupation(s) and Directorships
During Past Five Years and Other Relevant Experience
|
Interested Trustee
|
|
|
|
|
|
|
|
|
|
|
Thomas E. Faust Jr.
1958
|
|
Trustee
|
|
Since 2007
|
|
Chairman, Chief Executive Officer and President of EVC, Director and President of EV, Chief Executive Officer and President of EVM and BMR, and
Director of EVD. Trustee and/or officer of 188 registered investment companies. Mr. Faust is an interested person because of his positions with EVM, BMR, EVD, EVC and EV, which are affiliates of the Trust and the Portfolio.
Directorships in the Last Five Years.
(1)
Director of EVC and Hexavest
Inc.
|
|
|
|
|
|
|
|
|
|
|
|
Noninterested Trustees
|
|
|
|
|
Scott E. Eston
1956
|
|
Trustee
|
|
Since 2011
|
|
Private investor. Formerly held various positions at Grantham, Mayo, Van Otterloo and Co., L.L.C. (investment management firm) (1997-2009),
including Chief Operating Officer (2002-2009), Chief Financial Officer (1997-2009) and Chairman of the Executive Committee (2002-2008); President and Principal Executive Officer, GMO Trust (open-end registered investment company) (2006-2009). Former
Partner, Coopers and Lybrand L.L.P. (now PricewaterhouseCoopers) (public accounting firm) (1987-1997).
Directorships in the Last Five Years.
None.
|
|
|
|
|
Benjamin C. Esty
1963
|
|
Trustee
|
|
Since 2005
|
|
Roy and Elizabeth Simmons Professor of Business Administration and Finance Unit Head, Harvard University Graduate School of Business
Administration.
Directorships in the Last Five Years.
(1)
None.
|
|
|
|
|
Allen R. Freedman
1940
|
|
Trustee
|
|
Since 2007
|
|
Private Investor. Former Chairman (2002-2004) and a Director (1983-2004) of Systems & Computer Technology Corp. (provider of software to
higher education). Formerly, a Director of Loring Ward International (fund distributor) (2005-2007). Former Chairman and a Director of Indus International, Inc. (provider of enterprise management software to the power generating industry)
(2005-2007). Former Chief Executive Officer of Assurant, Inc. (insurance provider) (1979-2000).
Directorships in the Last Five Years.
(1)
Director of Stonemor Partners, L.P. (owner and operator of cemeteries). Formerly,
Director of Assurant, Inc. (insurance provider) (1979-2011).
|
|
|
|
|
William H. Park
1947
|
|
Trustee
|
|
Since 2003
|
|
Consultant and private investor. Formerly, Chief Financial Officer, Aveon Group L.P. (investment management firm) (2010-2011). Formerly, Vice
Chairman, Commercial Industrial Finance Corp. (specialty finance company) (2006-2010). Formerly, President and Chief Executive Officer, Prizm Capital Management, LLC (investment management firm) (2002-2005). Formerly, Executive Vice President and
Chief Financial Officer, United Asset Management Corporation (investment management firm) (1982-2001). Formerly, Senior Manager, Price Waterhouse (now PricewaterhouseCoopers) (an independent registered public accounting firm) (1972-1981).
Directorships in the Last Five Years.
(1)
None.
|
|
|
|
|
Ronald A. Pearlman
1940
|
|
Trustee
|
|
Since 2003
|
|
Professor of Law, Georgetown University Law Center. Formerly, Deputy Assistant Secretary (Tax Policy) and Assistant Secretary (Tax Policy), U.S.
Department of the Treasury (1983-1985). Formerly, Chief of Staff, Joint Committee on Taxation, U.S. Congress (1988-1990).
Directorships in the
Last Five Years.
(1)
None.
|
Eaton Vance
Tax-Managed Growth Fund 1.0
December 31, 2012
Management and Organization continued
|
|
|
|
|
|
|
Name and Year of Birth
|
|
Position(s)
with the
Trust
and the
Portfolio
|
|
Length of
Service
|
|
Principal Occupation(s) and Directorships
During Past Five Years and Other Relevant Experience
|
Noninterested Trustees (continued)
|
|
|
|
|
Helen Frame Peters
1948
|
|
Trustee
|
|
Since 2008
|
|
Professor of Finance, Carroll School of Management, Boston College. Formerly, Dean, Carroll School of Management, Boston College (2000-2002).
Formerly, Chief Investment Officer, Fixed Income, Scudder Kemper Investments (investment management firm) (1998-1999). Formerly, Chief Investment Officer, Equity and Fixed Income, Colonial Management Associates (investment management firm)
(1991-1998).
Directorships in the Last Five Years.
(1)
Formerly,
Director of BJs Wholesale Club, Inc. (wholesale club retailer) (2004-2011). Formerly, Trustee of SPDR Index Shares Funds and SPDR Series Trust (exchange traded funds) (2000-2009). Formerly, Director of Federal Home Loan Bank of Boston (a bank
for banks) (2007-2009).
|
|
|
|
|
Lynn A. Stout
1957
|
|
Trustee
|
|
Since 2003
|
|
Distinguished Professor of Corporate and Business Law, Jack G. Clarke Business Law Institute, Cornell University Law School. Formerly, the Paul
Hastings Professor of Corporate and Securities Law (2006-2012) and Professor of Law (2001-2006), University of California at Los Angeles School of Law.
Directorships in the Last Five Years.
(1)
None.
|
|
|
|
|
Harriett Tee Taggart
1948
|
|
Trustee
|
|
Since 2011
|
|
Managing Director, Taggart Associates (a professional practice firm). Formerly, Partner and Senior Vice President, Wellington Management Company,
LLP (investment management firm) (1983-2006).
Directorships in the Last Five Years.
Director of Albemarle Corporation (chemicals
manufacturer) (since 2007) and The Hanover Group (specialty property and casualty insurance company) (since 2009). Formerly, Director of Lubrizol Corporation (specialty chemicals) (2007-2011).
|
|
|
|
|
Ralph F. Verni
1943
|
|
Chairman of the Board and
Trustee
|
|
Chairman of the Board since 2007 and Trustee since 2005
|
|
Consultant and private investor. Formerly, Chief Investment Officer (1982-1992), Chief Financial Officer (1988-1990) and Director (1982-1992), New
England Life. Formerly, Chairperson, New England Mutual Funds (1982-1992). Formerly, President and Chief Executive Officer, State Street Management & Research (1992-2000). Formerly, Chairperson, State Street Research Mutual Funds (1992-2000).
Formerly, Director, W.P. Carey, LLC (1998-2004) and First Pioneer Farm Credit Corp. (2002-2006).
Directorships in the Last Five Years.
(1)
None.
|
|
|
|
|
|
|
|
|
|
|
|
Principal Officers who are not Trustees
|
|
|
Name and Year of Birth
|
|
Position(s)
with the
Trust and the
Portfolio
|
|
Length of
Service
|
|
Principal Occupation(s)
During Past Five Years
|
Duncan W. Richardson
1957
|
|
President
|
|
Since 2002
|
|
Director of EVC and Executive Vice President and Chief Equity Investment Officer of EVC, EVM and BMR.
|
|
|
|
|
Barbara E. Campbell
1957
|
|
Treasurer
|
|
Since 2008
|
|
Vice President of EVM and BMR.
|
|
|
|
|
Maureen A. Gemma
1960
|
|
Vice President, Secretary and Chief Legal Officer
|
|
Vice President since 2011; Secretary since 2007 and Chief Legal Officer since 2008
|
|
Vice President of EVM and BMR.
|
|
|
|
|
Paul M. ONeil
1953
|
|
Chief Compliance Officer
|
|
Since 2004
|
|
Vice President of EVM and BMR.
|
(1)
|
During their respective tenures, the Trustees (except Mr. Eston and
Ms. Taggart) also served as trustees of one or more of the following Eaton Vance funds (which operated in the years noted): Eaton Vance Credit Opportunities Fund (launched in 2005 and terminated in 2010); Eaton Vance Insured Florida Plus
Municipal Bond Fund (launched in 2002 and terminated in 2009); and Eaton Vance National Municipal Income Trust (launched in 1998 and terminated in 2009).
|
The SAI for the Fund includes additional information about the Trustees and officers of the Fund and the Portfolio and can be obtained without charge on Eaton Vances website at www.eatonvance.com or by
calling 1-800-262-1122.
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 customers 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 Managements 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 customers account (i.e., fund shares) is held in the name of a
third-party financial advisor/broker-dealer, it is likely that only such advisors privacy policies apply to the customer. This notice supersedes all previously issued privacy disclosures. For more information about Eaton Vances 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 SECs website at www.sec.gov. Form N-Q may also be reviewed and copied at the
SECs 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 SECs website at www.sec.gov.
Investment Adviser of Tax-Managed Growth Portfolio
Boston Management and Research
Two
International Place
Boston, MA 02110
Administrator of Eaton Vance Tax-Managed Growth Fund 1.0
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
200 Clarendon Street
Boston, MA 02116
Transfer Agent
BNY Mellon Investment Servicing (US) Inc.
Attn: Eaton Vance Funds
P.O. Box 9653
Providence, RI 02940-9653
(800)
262-1122
Independent Registered Public Accounting Firm
Deloitte & Touche LLP
200 Berkeley Street
Boston, MA 02116-5022
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.
|