Tax-Managed Growth Portfolio
02/27/2026 | Press release | Distributed by Public on 02/27/2026 11:38
Annual Report by Investment Company (Form N-CSR)
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-ManagedGrowth Portfolio
(Exact Name of Registrant as Specified in Charter)
One Post Office Square, Boston, Massachusetts 02109
(Address of Principal Executive Offices)
Deidre E. Walsh
One Post Office Square, Boston, Massachusetts 02109
(Name and Address of Agent for Services)
(617) 482-8260
(Registrant's Telephone Number)
December 31
Date of Fiscal Year End
December 31, 2025
Date of Reporting Period
Item 1. Reports to Stockholders
(a)
Tax-Managed Growth Portfolio
Annual Shareholder Report December 31, 2025
This annual shareholder report contains important information about the Tax-Managed Growth Portfolio (the "Fund") for the period of January 1, 2025 to December 31, 2025. You can find additional information about the Fund at www.eatonvance.com/open-end-mutual-fund-documents.phpand selecting Tax-Managed Growth Fund 1.1. You can also request this information by contacting us at 1-800-262-1122.
What were the Fund costs for the last year?
(based on a hypothetical $10,000 investment)
|
Fund Name
|
Costs of a $10,000 investment
|
Costs paid as a percentage of a $10,000 investment
|
|
Tax-Managed Growth Portfolio
|
$46
|
0.42%
|
How did the Fund perform last year and what affected its performance?
Key contributors to (↑) and detractors from (↓) performance, relative to the S&P 500® Index (the Index):
↓ An underweight position in Broadcom detracted as the stock outperformed, driven by strong demand related to new artificial intelligence (AI) applications
↓ Not holding Micron detracted, as shares rose sharply on a strengthening memory cycle and AI-driven data center demand that supported revenue and profitability
↓ Not holding Palantir Technologies detracted, as shares rose sharply on accelerating revenues and profitability driven by AI product offerings
↓ Among sectors, an underweight position in information technology and stock selections in materials and energy sectors hurt returns relative to the Index
↑ An overweight position in Alphabet, Inc., helped, as AI investment and integration accelerated Search and Cloud results, driving stock outperformance in 2025
↑ An overweight position in The Goldman Sachs Group, Inc., helped, as shares outperformed on improved capital market conditions, supporting accelerated growth
↑ An overweight in Uber Technologies helped, as shares outperformed during the period on share gains and innovation that accelerated revenue and margin growth
↑ Among sectors, stock selections in financials, an overweight exposure to communication services and stock selections in industrials helped returns
↑ The Fund's use of options on Tesla, Inc. contributed positively. A put financed call spread allowed participation in upside within a defined band while obligating the Fund to purchase shares at a lower entry level if the stock declined
Fund Performance
Comparison of the change in value of a $10,000 investment for the period indicated.
|
Tax-Managed Growth Portfolio
|
S&P 500® Index
|
|
|
12/15
|
$10,000
|
$10,000
|
|
12/16
|
$10,906
|
$11,196
|
|
12/17
|
$13,388
|
$13,640
|
|
12/18
|
$12,716
|
$13,042
|
|
12/19
|
$16,514
|
$17,149
|
|
12/20
|
$20,382
|
$20,304
|
|
12/21
|
$25,488
|
$26,132
|
|
12/22
|
$20,426
|
$21,399
|
|
12/23
|
$26,282
|
$27,025
|
|
12/24
|
$32,987
|
$33,786
|
|
12/25
|
$38,591
|
$39,827
|
Average Annual Total Returns (%)
|
Fund
|
1 Year
|
5 Years
|
10 Years
|
|
Tax-Managed Growth Portfolio
|
16.99%
|
13.61%
|
14.45%
|
|
S&P 500®Index
|
17.88%
|
14.42%
|
14.81%
|
Performance does not reflect the deduction of taxes that an investor would pay on distributions or redemptions. Performance assumes that all dividends and distributions, if any, were reinvested. For more recent performance information, visit www.eatonvance.com/performance.php.
THE FUND'S PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS.
Key Fund Statistics
|
Total Net Assets
|
$6,643,364,036
|
|
# of Portfolio Holdings
|
115
|
|
Portfolio Turnover Rate
|
14%
|
|
Total Advisory Fees Paid
|
$24,890,135
|
What did the Fund invest in?
The following tables reflect what the Fund invested in as of the report date.
Sector Allocation (% of total investments)
|
Value
|
Value
|
|
Short-Term Investments
|
0.0%Footnote Reference*
|
|
Utilities
|
0.7%
|
|
Materials
|
1.1%
|
|
Energy
|
2.3%
|
|
Consumer Staples
|
4.2%
|
|
Industrials
|
8.6%
|
|
Health Care
|
9.3%
|
|
Consumer Discretionary
|
11.8%
|
|
Financials
|
14.5%
|
|
Communication Services
|
15.3%
|
|
Information Technology
|
32.2%
|
| Footnote | Description |
|
Footnote*
|
Amount is less than 0.05% |
Top Ten Holdings (% of total investments)Footnote Referencea
|
NVIDIA Corp.
|
8.0%
|
|
Microsoft Corp.
|
6.6%
|
|
Apple, Inc.
|
6.4%
|
|
Amazon.com, Inc.
|
6.0%
|
|
Alphabet, Inc., Class A
|
4.4%
|
|
Meta Platforms, Inc., Class A
|
4.3%
|
|
Alphabet, Inc., Class C
|
4.0%
|
|
Berkshire Hathaway, Inc., Class B
|
2.7%
|
|
JPMorgan Chase & Co.
|
2.5%
|
|
Broadcom, Inc.
|
2.2%
|
|
Total
|
47.1%
|
| Footnote | Description |
|
Footnotea
|
Excluding cash equivalents |
Additional Information
If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.eatonvance.com/open-end-mutual-fund-documents.phpand select Tax-Managed Growth Fund 1.1. For proxy information, please visit www.eatonvance.com/proxyvoting.
Householding
The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-262-1122 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.
Not FDIC Insured | May Lose Value | No Bank Guarantee
Annual Shareholder Report December 31, 2025
TMG Port.-TSR-AR
(b) Not applicable.
Item 2. Code of Ethics
The registrant (sometimes referred to as the "Fund") has adopted a code of ethics applicable to its Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer. The registrant undertakes to provide a copy of such code of ethics to any person upon request, without charge, by calling 1-800-262-1122.The registrant has not amended the code of ethics as described in Form N-CSRduring the period covered by this report. The registrant has not granted any waiver, including an implicit waiver, from a provision of the code of ethics as described in Form N-CSRduring the period covered by this report.
Item 3. Audit Committee Financial Expert
The registrant's Board of Trustees has determined that George J. Gorman, an "independent" Trustee, is an "audit committee financial expert" serving on its audit committee. Under applicable securities laws, a person who is determined to be an audit committee financial expert will not be deemed an "expert" for any purpose, including without limitation for the purposes of Section 11 of the Securities Act of 1933, as a result of being designated or identified as an audit committee financial expert. The designation or identification of a person as an audit committee financial expert does not impose on such person any duties, obligations, or the liabilities that are greater than the duties, obligations, and liabilities imposed on such person as a member of the audit committee and Board of Trustees in the absence of such designation or identification.
Item 4. Principal Accountant Fees and Services
(a)-(d)
The following table presents the aggregate fees billed to the registrant for the registrant's fiscal years ended December 31, 2024 and December 31, 2025 by the registrant's principal accountant, Deloitte & Touche LLP ("D&T"), for professional services rendered for the audit of the registrant's annual financial statements and fees billed for other services rendered by D&T during such periods.
|
Fiscal Years Ended |
12/31/24 | 12/31/25 | ||||||
|
Audit Fees |
$ | 93,300 | $ | 93,300 | ||||
|
Audit-Related Fees(1) |
$ | 0 | $ | 0 | ||||
|
Tax Fees(2) |
$ | 0 | $ | 0 | ||||
|
All Other Fees(3) |
$ | 0 | $ | 0 | ||||
|
Total |
$ | 93,300 | $ | 93,300 | ||||
| (1) |
Audit-related fees consist of the aggregate fees billed for assurance and related services that are reasonably related to the performance of the audit of the registrant's financial statements and are not reported under the category of audit fees. |
| (2) |
Tax fees consist of the aggregate fees billed for professional services rendered by the principal accountant relating to tax compliance, tax advice, and tax planning and specifically include fees for tax return preparation and other related tax compliance/planning matters. |
| (3) |
All other fees consist of the aggregate fees billed for products and services provided by the principal accountant other than audit, audit-related, and tax services. |
(e)(1) The registrant's audit committee has adopted policies and procedures relating to the pre-approvalof services provided by the registrant's principal accountant (the "Pre-ApprovalPolicies"). The Pre-ApprovalPolicies establish a framework intended to assist the audit committee in the proper discharge of its pre-approvalresponsibilities. As a general matter, the Pre-ApprovalPolicies (i) specify certain types of audit, audit-related, tax, and other services determined to be pre-approvedby the audit committee; and (ii) delineate specific procedures governing the mechanics of the pre-approvalprocess, including the approval and monitoring of audit and non-auditservice fees. Unless a service is specifically pre-approvedunder the Pre-ApprovalPolicies, it must be separately pre-approvedby the audit committee.
The Pre-ApprovalPolicies and the types of audit and non-auditservices pre-approvedtherein must be reviewed and ratified by the registrant's audit committee at least annually. The registrant's audit committee maintains full responsibility for the appointment, compensation, and oversight of the work of the registrant's principal accountant.
(e)(2) No services described in paragraphs (b)-(d) above were approved by the registrant's audit committee pursuant to the "de minimis exception" set forth in Rule 2-01(c)(7)(i)(C)of Regulation S-X.
(f) Not applicable.
(g) The following table presents (i) the aggregate non-auditfees (i.e., fees for audit-related, tax, and other services) billed to the registrant by D&T for the registrant's fiscal years ended December 31, 2024 and December 31, 2025; and (ii) the aggregate non-auditfees (i.e., fees for audit-related, tax, and other services) billed to the Eaton Vance organization by D&T for the same time periods.
|
Fiscal Years Ended |
12/31/24 | 12/31/25 | ||||||
|
Registrant |
$ | 0 | $ | 0 | ||||
|
Eaton Vance(1) |
$ | 18,490 | $ | 18,490 | ||||
(1) The investment adviser to the registrant, as well as any of its affiliates that provide ongoing services to the registrant, are subsidiaries of Morgan Stanley.
(h) The registrant's audit committee has considered whether the provision by the registrant's principal accountant of non-auditservices to the registrant's investment adviser and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant that were not pre-approvedpursuant to Rule 2-01(c)(7)(ii)of Regulation S-Xis compatible with maintaining the principal accountant's independence.
(i) Not applicable.
(j) Not applicable.
Item 5. Audit Committee of Listed Registrants
Not applicable.
Item 6. Schedule of Investments
| (a) |
Please see schedule of investments contained in the Financial Statements and Financial Highlights included under Item 7 of this Form N-CSR. |
| (b) |
Not applicable. |
Item 7. Financial Statements and Financial Highlights for Open-EndManagement Investment Companies
Table of Contents
Tax-Managed Growth Portfolio
December 31, 2025
Portfolio of Investments
| Common Stocks - 99.9% |
| Security | Shares | Value | |
| Aerospace & Defense - 2.6% | |||
| Boeing Co.(1) | 327,446 | $ 71,095,075 | |
| General Dynamics Corp. | 37,550 | 12,641,583 | |
| General Electric Co. | 163,119 | 50,245,545 | |
| Northrop Grumman Corp. | 16,117 | 9,190,075 | |
| RTX Corp. | 156,984 | 28,790,866 | |
| $ 171,963,144 | |||
| Air Freight & Logistics - 0.2% | |||
| C.H. Robinson Worldwide, Inc. | 68,737 | $ 11,050,160 | |
| $ 11,050,160 | |||
| Banks - 4.0% | |||
| Bank of America Corp. | 459,518 | $ 25,273,490 | |
| Fifth Third Bancorp | 479,735 | 22,456,396 | |
| JPMorgan Chase & Co. | 514,622 | 165,821,501 | |
| Regions Financial Corp. | 136,593 | 3,701,670 | |
| Truist Financial Corp. | 204,576 | 10,067,185 | |
| Wells Fargo & Co. | 446,596 | 41,622,747 | |
| $ 268,942,989 | |||
| Beverages - 0.2% | |||
| Monster Beverage Corp.(1) | 142,992 | $ 10,963,197 | |
| $ 10,963,197 | |||
| Biotechnology - 2.2% | |||
| AbbVie, Inc. | 213,103 | $ 48,691,905 | |
| Amgen, Inc. | 97,100 | 31,781,801 | |
| Argenx SE ADR(1) | 41,279 | 34,713,575 | |
| Vertex Pharmaceuticals, Inc.(1) | 64,684 | 29,325,138 | |
| $ 144,512,419 | |||
| Broadline Retail - 6.0% | |||
| Amazon.com, Inc.(1) | 1,725,700 | $ 398,326,074 | |
| $ 398,326,074 | |||
| Building Products - 0.1% | |||
| Carrier Global Corp. | 189,214 | $ 9,998,068 | |
| $ 9,998,068 | |||
| Capital Markets - 3.9% | |||
| Bank of New York Mellon Corp. | 112,664 | $ 13,079,164 | |
| Blackrock, Inc. | 7,289 | 7,801,708 | |
| Security | Shares | Value | |
| Capital Markets (continued) | |||
| Cboe Global Markets, Inc. | 75,857 | $ 19,040,107 | |
| Charles Schwab Corp. | 371,381 | 37,104,676 | |
| CME Group, Inc. | 36,417 | 9,944,754 | |
| Goldman Sachs Group, Inc. | 123,352 | 108,426,408 | |
| Intercontinental Exchange, Inc. | 60,970 | 9,874,701 | |
| Moody's Corp. | 66,944 | 34,198,342 | |
| S&P Global, Inc. | 32,008 | 16,727,061 | |
| $ 256,196,921 | |||
| Chemicals - 1.1% | |||
| DuPont de Nemours, Inc. | 136,353 | $ 5,481,391 | |
| Ecolab, Inc. | 110,020 | 28,882,450 | |
| Linde PLC | 72,347 | 30,848,037 | |
| Sherwin-Williams Co. | 32,982 | 10,687,158 | |
| $ 75,899,036 | |||
| Commercial Services & Supplies - 0.9% | |||
| Waste Connections, Inc. | 127,850 | $ 22,419,776 | |
| Waste Management, Inc. | 156,692 | 34,426,799 | |
| $ 56,846,575 | |||
| Communications Equipment - 2.0% | |||
| Arista Networks, Inc.(1) | 726,476 | $ 95,190,150 | |
| Cisco Systems, Inc. | 502,988 | 38,745,166 | |
| $ 133,935,316 | |||
| Consumer Finance - 1.2% | |||
| American Express Co. | 120,073 | $ 44,421,007 | |
| Capital One Financial Corp. | 147,637 | 35,781,303 | |
| $ 80,202,310 | |||
| Consumer Staples Distribution & Retail - 2.8% | |||
| Costco Wholesale Corp. | 81,331 | $ 70,134,974 | |
| Walmart, Inc. | 1,029,000 | 114,640,890 | |
| $ 184,775,864 | |||
| Electric Utilities - 0.7% | |||
| Duke Energy Corp. | 378,733 | $ 44,391,295 | |
| $ 44,391,295 | |||
| Electrical Equipment - 1.0% | |||
| AMETEK, Inc. | 54,862 | $ 11,263,717 | |
| Emerson Electric Co. | 269,079 | 35,712,165 | |
| Rockwell Automation, Inc. | 50,722 | 19,734,409 | |
| $ 66,710,291 | |||
10
See Notes to Financial Statements.
Table of Contents
Tax-Managed Growth Portfolio
December 31, 2025
Portfolio of Investments - continued
| Security | Shares | Value | |
| Energy Equipment & Services - 0.1% | |||
| SLB Ltd. | 137,347 | $ 5,271,378 | |
| $ 5,271,378 | |||
| Entertainment - 2.7% | |||
| Netflix, Inc.(1) | 1,238,840 | $ 116,153,638 | |
| Walt Disney Co. | 534,448 | 60,804,149 | |
| $ 176,957,787 | |||
| Financial Services - 4.1% | |||
| Berkshire Hathaway, Inc., Class B(1) | 349,852 | $ 175,853,108 | |
| Mastercard, Inc., Class A | 36,635 | 20,914,189 | |
| Visa, Inc., Class A | 212,810 | 74,634,595 | |
| $ 271,401,892 | |||
| Ground Transportation - 1.5% | |||
| Norfolk Southern Corp. | 60,919 | $ 17,588,534 | |
| Uber Technologies, Inc.(1) | 597,498 | 48,821,561 | |
| Union Pacific Corp. | 148,572 | 34,367,675 | |
| $ 100,777,770 | |||
| Health Care Equipment & Supplies - 2.7% | |||
| Abbott Laboratories | 452,303 | $ 56,669,043 | |
| Boston Scientific Corp.(1) | 289,826 | 27,634,909 | |
| GE HealthCare Technologies, Inc. | 135,517 | 11,115,104 | |
| Intuitive Surgical, Inc.(1) | 101,205 | 57,318,464 | |
| Stryker Corp. | 72,313 | 25,415,850 | |
| $ 178,153,370 | |||
| Health Care Providers & Services - 0.4% | |||
| HCA Healthcare, Inc. | 64,083 | $ 29,917,789 | |
| $ 29,917,789 | |||
| Hotels, Restaurants & Leisure - 3.3% | |||
| Booking Holdings, Inc. | 16,827 | $ 90,114,138 | |
| DoorDash, Inc., Class A(1) | 233,500 | 52,883,080 | |
| Marriott International, Inc., Class A | 140,779 | 43,675,277 | |
| Starbucks Corp. | 354,136 | 29,821,792 | |
| $ 216,494,287 | |||
| Household Products - 0.9% | |||
| Colgate-Palmolive Co. | 397,371 | $ 31,400,256 | |
| Procter & Gamble Co. | 220,699 | 31,628,374 | |
| $ 63,028,630 | |||
| Security | Shares | Value | |
| Insurance - 1.3% | |||
| Aflac, Inc. | 141,164 | $ 15,566,154 | |
| Aon PLC, Class A | 27,135 | 9,575,399 | |
| Arthur J. Gallagher & Co. | 47,054 | 12,177,104 | |
| Marsh & McLennan Cos., Inc. | 39,963 | 7,413,936 | |
| Progressive Corp. | 151,029 | 34,392,324 | |
| Travelers Cos., Inc. | 19,786 | 5,739,127 | |
| $ 84,864,044 | |||
| Interactive Media & Services - 12.6% | |||
| Alphabet, Inc., Class A | 931,872 | $ 291,675,936 | |
| Alphabet, Inc., Class C | 838,031 | 262,974,128 | |
| Meta Platforms, Inc., Class A | 427,889 | 282,445,250 | |
| $ 837,095,314 | |||
| IT Services - 0.5% | |||
| Accenture PLC, Class A | 137,397 | $ 36,863,615 | |
| $ 36,863,615 | |||
| Life Sciences Tools & Services - 0.6% | |||
| Agilent Technologies, Inc. | 227,400 | $ 30,942,318 | |
| Danaher Corp. | 47,861 | 10,956,340 | |
| $ 41,898,658 | |||
| Machinery - 1.9% | |||
| Caterpillar, Inc. | 55,050 | $ 31,536,493 | |
| Deere & Co. | 32,269 | 15,023,478 | |
| Dover Corp. | 90,009 | 17,573,357 | |
| Illinois Tool Works, Inc. | 143,086 | 35,242,082 | |
| Parker-Hannifin Corp. | 31,857 | 28,001,029 | |
| $ 127,376,439 | |||
| Oil, Gas & Consumable Fuels - 2.2% | |||
| Antero Resources Corp.(1) | 328,489 | $ 11,319,731 | |
| Cheniere Energy, Inc. | 147,420 | 28,656,974 | |
| ConocoPhillips | 192,395 | 18,010,096 | |
| Exxon Mobil Corp. | 583,802 | 70,254,732 | |
| Marathon Petroleum Corp. | 69,217 | 11,256,761 | |
| Phillips 66 | 51,669 | 6,667,368 | |
| $ 146,165,662 | |||
| Pharmaceuticals - 3.4% | |||
| Bristol-Myers Squibb Co. | 432,876 | $ 23,349,332 | |
| Eli Lilly & Co. | 119,190 | 128,091,109 | |
11
See Notes to Financial Statements.
Table of Contents
Tax-Managed Growth Portfolio
December 31, 2025
Portfolio of Investments - continued
| Security | Shares | Value | |
| Pharmaceuticals (continued) | |||
| Johnson & Johnson | 245,520 | $ 50,810,364 | |
| Merck & Co., Inc. | 202,773 | 21,343,886 | |
| $ 223,594,691 | |||
| Professional Services - 0.4% | |||
| Automatic Data Processing, Inc. | 67,517 | $ 17,367,398 | |
| Verisk Analytics, Inc. | 46,056 | 10,302,267 | |
| $ 27,669,665 | |||
| Semiconductors & Semiconductor Equipment - 14.4% | |||
| Advanced Micro Devices, Inc.(1) | 255,000 | $ 54,610,800 | |
| Analog Devices, Inc. | 133,698 | 36,258,898 | |
| Applied Materials, Inc. | 187,182 | 48,103,902 | |
| ASML Holding NV | 25,500 | 27,281,430 | |
| Broadcom, Inc. | 430,660 | 149,051,426 | |
| Lam Research Corp. | 250,000 | 42,795,000 | |
| NVIDIA Corp. | 2,854,055 | 532,281,258 | |
| QUALCOMM, Inc. | 238,662 | 40,823,135 | |
| Texas Instruments, Inc. | 158,452 | 27,489,837 | |
| $ 958,695,686 | |||
| Software - 8.7% | |||
| Cadence Design Systems, Inc.(1) | 83,984 | $ 26,251,719 | |
| Microsoft Corp. | 909,092 | 439,655,073 | |
| Palo Alto Networks, Inc.(1) | 390,264 | 71,886,629 | |
| ServiceNow, Inc.(1) | 276,290 | 42,324,865 | |
| $ 580,118,286 | |||
| Specialty Retail - 2.6% | |||
| Lowe's Cos., Inc. | 212,443 | $ 51,232,754 | |
| O'Reilly Automotive, Inc.(1) | 531,000 | 48,432,510 | |
| Ross Stores, Inc. | 139,505 | 25,130,431 | |
| TJX Cos., Inc. | 219,657 | 33,741,512 | |
| Tractor Supply Co. | 245,748 | 12,289,857 | |
| $ 170,827,064 | |||
| Technology Hardware, Storage & Peripherals - 6.4% | |||
| Apple, Inc. | 1,570,474 | $ 426,949,062 | |
| $ 426,949,062 | |||
| Tobacco - 0.3% | |||
| Philip Morris International, Inc. | 123,525 | $ 19,813,410 | |
| $ 19,813,410 | |||
|
Total Common Stocks (identified cost $1,645,660,665) |
$6,638,648,158 | ||
| Short-Term Investments - 0.1% |
| Security | Shares | Value | |
| Morgan Stanley Institutional Liquidity Funds - Government Portfolio, Institutional Class, 3.69%(2) | 2,846,172 | $ 2,846,172 | |
|
Total Short-Term Investments (identified cost $2,846,172) |
$ 2,846,172 | ||
|
Total Investments - 100.0% (identified cost $1,648,506,837) |
$6,641,494,330 | ||
| Other Assets, Less Liabilities - 0.0%† | $ 1,869,706 | ||
| Net Assets - 100.0% | $6,643,364,036 | ||
| The percentage shown for each investment category in the Portfolio of Investments is based on net assets. | |
| † | Amount is less than 0.05% or (0.05)%, as applicable. |
| (1) | Non-income producing security. |
| (2) | May be deemed to be an affiliated investment company (see Note 7). The rate shown is the annualized seven-day yield as of December 31, 2025. |
| Abbreviations: | |
| ADR | - American Depositary Receipt |
12
See Notes to Financial Statements.
Table of Contents
Tax-Managed Growth Portfolio
December 31, 2025
Statement of Assets and Liabilities
| December 31, 2025 | |
| Assets | |
| Unaffiliated investments, at value (identified cost $1,645,660,665) | $6,638,648,158 |
| Affiliated investments, at value (identified cost $2,846,172) | 2,846,172 |
| Dividends receivable | 1,999,999 |
| Dividends receivable from affiliated investments | 70,655 |
| Receivable for investments sold | 2,360,055 |
| Tax reclaims receivable | 274,162 |
| Trustees' deferred compensation plan | 315,056 |
| Total assets | $6,646,514,257 |
| Liabilities | |
| Payable to affiliates: | |
| Investment adviser fee | $2,265,478 |
| Trustees' fees | 27,125 |
| Trustees' deferred compensation plan | 315,056 |
| Payable for custodian fee | 332,306 |
| Accrued expenses | 210,256 |
| Total liabilities | $3,150,221 |
| Net Assets applicable to investors' interest in Portfolio | $6,643,364,036 |
13
See Notes to Financial Statements.
Table of Contents
Tax-Managed Growth Portfolio
December 31, 2025
Statement of Operations
| Year Ended | |
| December 31, 2025 | |
| Investment Income | |
| Dividend income (net of foreign taxes withheld of $276,753) | $56,455,200 |
| Dividend income from affiliated investments | 880,985 |
| Total investment income | $57,336,185 |
| Expenses | |
| Investment adviser fee | $24,920,178 |
| Trustees' fees and expenses | 109,547 |
| Custodian fee | 968,409 |
| Professional fees | 317,529 |
| Miscellaneous | 24,082 |
| Total expenses | $26,339,745 |
| Deduct: | |
| Waiver and/or reimbursement of expenses by affiliates | $30,043 |
| Total expense reductions | $30,043 |
| Net expenses | $26,309,702 |
| Net investment income | $31,026,483 |
| Realized and Unrealized Gain (Loss) | |
| Net realized gain (loss): | |
| Investment transactions(1) | $283,584,890 |
| Written options | (1,834,627) |
| Foreign currency transactions | 5,237 |
| Net realized gain | $281,755,500 |
| Change in unrealized appreciation (depreciation): | |
| Investments | $676,390,431 |
| Foreign currency | 33,615 |
| Net change in unrealized appreciation (depreciation) | $676,424,046 |
| Net realized and unrealized gain | $958,179,546 |
| Net increase in net assets from operations | $989,206,029 |
| (1) | Aggregate amount includes $115,638,394 of net realized gains from redemptions in-kind. |
14
See Notes to Financial Statements.
Table of Contents
Tax-Managed Growth Portfolio
December 31, 2025
Statements of Changes in Net Assets
| Year Ended December 31, | ||
| 2025 | 2024 | |
| Increase (Decrease) in Net Assets | ||
| From operations: | ||
| Net investment income | $31,026,483 | $38,008,094 |
| Net realized gain | 281,755,500 | 280,824,298 |
| Net change in unrealized appreciation (depreciation) | 676,424,046 | 934,522,353 |
| Net increase in net assets from operations | $989,206,029 | $1,253,354,745 |
| Capital transactions: | ||
| Contributions | $20,278,566 | $17,933,624 |
| Withdrawals | (335,122,225) | (337,158,088) |
| Net decrease in net assets from capital transactions | $(314,843,659) | $(319,224,464) |
| Net increase in net assets | $674,362,370 | $934,130,281 |
| Net Assets | ||
| At beginning of year | $5,969,001,666 | $5,034,871,385 |
| At end of year | $6,643,364,036 | $5,969,001,666 |
15
See Notes to Financial Statements.
Table of Contents
Tax-Managed Growth Portfolio
December 31, 2025
Financial Highlights
| Year Ended December 31, | |||||
| Ratios/Supplemental Data | 2025 | 2024 | 2023 | 2022 | 2021 |
| Ratios (as a percentage of average daily net assets):(1) | |||||
| Total expenses | 0.42% | 0.43% | 0.43% | 0.43% | 0.43% |
| Net expenses | 0.42%(2) | 0.43%(2) | 0.43%(2) | 0.43%(2) | 0.43% |
| Net investment income | 0.50% | 0.67% | 0.95% | 0.93% | 0.69% |
| Portfolio Turnover(3) | 14% | 7% | 7% | 3% | 1% |
| Total Return | 16.99% | 25.51% | 28.67% | (19.86)% | 25.05% |
| Net assets, end of year (000's omitted) | $6,643,364 | $5,969,002 | $5,034,871 | $30,593,062 | $37,312,610 |
| (1) | Total expenses do not reflect amounts reimbursed and/or waived by the adviser and certain of its affiliates, if applicable. Net expenses are net of all reductions and represent the net expenses paid by the Portfolio. |
| (2) | Includes a reduction by the investment adviser of a portion of its adviser fee due to the Portfolio's investment in the Liquidity Fund (equal to less than 0.005% of average daily net assets for the years ended December 31, 2025, 2024, 2023 and 2022). |
| (3) | Excludes the value of portfolio securities contributed or distributed as a result of in-kind shareholder transactions. |
16
See Notes to Financial Statements.
Table of Contents
Tax-Managed Growth Portfolio
December 31, 2025
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 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 December 31, 2025, 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 24.4%, 44.9%, 26.1%, and 4.6% respectively, 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 ask prices on the exchange where such securities are principally traded. Equity securities listed on the NASDAQ National Market System 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 ask prices.
Derivatives. U.S. exchange-traded options are valued at the mean between the bid and ask prices at valuation time as reported by the Options Price Reporting Authority. Non-U.S. exchange-traded options and over-the-counter options are valued by a third party pricing service using techniques that consider factors including the value of the underlying instrument, the volatility of the underlying instrument and the period of time until option expiration.
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.
Other.Investments in management investment companies (including money market funds) that do not trade on an exchange are valued at the net asset value as of the close of each business day.
Fair Valuation.In connection with Rule 2a-5 of the 1940 Act, the Trustees have designated the Portfolio's investment adviser as its valuation designee. Investments for which valuations or market quotations are not readily available or are deemed unreliable are valued by the investment adviser, as valuation designee, at fair value using methods that most fairly reflect the security's "fair value", which is 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 statements, 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 understanding of the applicable countries' tax rules and rates. As a result of several court cases in certain countries across the European Union (EU), the Portfolio filed additional tax reclaims for previously withheld taxes on dividends earned in those countries. Income recognized, if any, for EU reclaims and interest thereon is reflected as other income in the Consolidated Statement of Operations, and any related receivable, if any, is reflected as European Union tax reclaims receivable in the Consolidated Statement of Assets and Liabilities. Any fees associated with these filings are reflected in miscellaneous expenses in the Consolidated Statement of Operations. When uncertainty exists as to the ultimate resolution of these proceedings, the likelihood of receipt of these EU reclaims, and the potential timing of payment, no amounts are reflected in the financial statements. For U.S. income tax purposes, EU reclaims received by the Portfolio, if any, may reduce the amount of foreign taxes Fund shareholders can use as tax deductions or credits on their income tax returns. In the event that EU reclaims received by the Portfolio during a fiscal year exceed foreign withholding taxes paid by the Portfolio, and the Portfolio previously passed through to its shareholders foreign taxes incurred by the Portfolio to be used as a credit or deduction on a shareholder's income tax return, the Portfolio may be required to enter into a closing agreement with the Internal Revenue Service in order to pay the associated tax liability on behalf of the Fund's shareholders.
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Tax-Managed Growth Portfolio
December 31, 2025
Notes to Financial Statements - continued
D Federal and Other 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.
As of December 31, 2025, 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.
During this reporting period, the Portfolio adopted FASB Accounting Standards Update No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures(ASU 2023-09), which requires annual disclosure of the amount of income taxes paid (net of refunds received) disaggregated by federal, state, and foreign taxes, and further disaggregated by individual jurisdiction in which income taxes paid is equal to or greater than 5% of total income taxes paid. The adoption of ASU 2023-09 did not result in any changes to the Portfolio's financial statement presentation or disclosure.
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. 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 Written Options-Upon the writing of a call or a put option, the premium received by the Portfolio is included in the Statement of Assets and Liabilities as a liability. The amount of the liability is subsequently marked-to-market to reflect the current market value of the option written, in accordance with the Portfolio's policies on investment valuations discussed above. Premiums received from writing options which expire are treated as realized gains. Premiums received from writing options which are exercised or are closed are added to or offset against the proceeds or amount paid on the transaction to determine the realized gain or loss. When an index option is exercised, the Portfolio is required to deliver an amount of cash determined by the excess of the exercise price of the option over the value of the index (in the case of a put) or the excess of the value of the index over the exercise price of the option (in the case of a call) at contract termination. If a put option on a security is exercised, the premium reduces the cost basis of the securities purchased by the Portfolio. The Portfolio, as a writer of an option, may have no control over whether the underlying securities or other assets may be sold (call) or purchased (put) and, as a result, bears the market risk of an unfavorable change in the price of the securities or other assets underlying the written option. The Portfolio may also bear the risk of not being able to enter into a closing transaction if a liquid secondary market does not exist.
I Purchased Options-Upon the purchase of a call or put option, the premium paid by the Portfolio is included in the Statement of Assets and Liabilities as an investment. The amount of the investment is subsequently marked-to-market to reflect the current market value of the option purchased, in accordance with the Portfolio's policies on investment valuations discussed above. Premiums paid for purchasing options that expire are treated as realized losses. Premiums paid for purchasing options that are exercised or closed are added to the amounts paid or offset against the proceeds on the underlying investment transaction to determine the realized gain or loss. As the purchaser of an index option, the Fund has the right to receive a cash payment equal to any depreciation in the value of the index below the exercise price of the option (in the case of a put) or equal to any appreciation in the value of the index over the exercise price of the option (in the case of a call) as of the valuation date of the option. The risk associated with purchasing options is limited to the premium originally paid. Purchased options traded over-the-counter involve risk that the issuer or counterparty will fail to perform its contractual obligations.
J Segment Reporting-The Portfolio operates as a single reportable segment, an investment company whose investment objective(s) is included in Note 1. The Portfolio's President acts as the Portfolio's Chief Operating Decision Maker (CODM), who is responsible for assessing the performance of the Portfolio's single segment and deciding how to allocate the segment's resources. To perform this function, the CODM reviews the information in the Portfolio's financial statements.
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Tax-Managed Growth Portfolio
December 31, 2025
Notes to Financial Statements - continued
2 Investment Adviser Fee and Other Transactions with Affiliates
The investment adviser fee is earned by Boston Management and Research (BMR) an indirect, wholly-owned subsidiary of Morgan Stanley, as compensation for investment advisory services rendered to the Portfolio. The investment adviser fee is based upon an annual rate of the Portfolio's average daily net assets as follows and is payable monthly:
| Average Daily Net Assets | Annual Fee Rate |
| Up to $500 million | 0.5575% |
| $500 million but less than $1 billion | 0.4950% |
| $1 billion but less than $1.5 billion | 0.4325% |
| $1.5 billion but less than $7 billion | 0.3700% |
| $7 billion but less than $10 billion | 0.3575% |
| $10 billion but less than $15 billion | 0.3450% |
| $15 billion but less than $20 billion | 0.3325% |
| $20 billion but less than $25 billion | 0.3225% |
| $25 billion but less than $30 billion | 0.3125% |
| $30 billion but less than $35 billion | 0.3020% |
| $35 billion but less than $45 billion | 0.2970% |
| $45 billion and over | 0.2920% |
For the year ended December 31, 2025, the Portfolio's investment adviser fee amounted to $24,920,178 or 0.40% of the Portfolio's average daily net assets. The Portfolio may invest in a money market fund, the Institutional Class of the Morgan Stanley Institutional Liquidity Funds - Government Portfolio (the "Liquidity Fund"), an open-end management investment company managed by Morgan Stanley Investment Management Inc., a wholly-owned subsidiary of Morgan Stanley. The investment adviser fee paid by the Portfolio is reduced by an amount equal to its pro rata share of the advisory and administration fees paid by the Portfolio due to its investment in the Liquidity Fund. For the year ended December 31, 2025, the investment adviser fee paid was reduced by $30,043 relating to the Portfolio's investment in the Liquidity Fund.
BMR has agreed to waive its advisory fee and/or reimburse the Portfolio's operating expenses to the extent that total annual operating expenses (excluding expenses such as brokerage commissions, borrowing costs, taxes or litigation expenses, indemnification expenses, and other expenses not incurred in the ordinary course of the Portfolio's business) exceed 0.43% of Portfolio's average daily net assets. The expense reimbursement agreement with BMR may be changed or terminated after January 13, 2026. Pursuant to this agreement, no operating expenses were waived and/or reimbursed for the year ended December 31, 2025.
Officers and Trustees of the Portfolio who are members of Eaton Vance Management's (EVM) 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. Certain officers and Trustees of the Portfolio are officers of the above organizations.
3 Purchases and Sales of Investments
Purchases and sales of investments, other than short-term obligations, aggregated $856,140,361 and $990,941,112, respectively, for the year ended December 31, 2025. In addition, investments having an aggregate market value of $141,956,735 were distributed in payment for capital withdrawals during the year ended December 31, 2025.
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Table of Contents
Tax-Managed Growth Portfolio
December 31, 2025
Notes to Financial Statements - continued
4 Federal Income Tax Basis of Investments
The cost and unrealized appreciation (depreciation) of investments of the portfolio at December 31, 2025, as determined on a federal income tax basis, were as follows:
| Aggregate cost | $1,816,408,611 |
| Gross unrealized appreciation | $4,825,085,719 |
| Gross unrealized depreciation | - |
| Net unrealized appreciation | $4,825,085,719 |
5 Line of Credit
The Portfolio participates with other portfolios and funds managed by EVM and its affiliates in a $650 million unsecured revolving line of credit agreement with a group of banks, which is in effect through October 20, 2026. Borrowings are made by the Portfolio solely for temporary purposes related to redemptions and other short-term cash needs. Interest is charged to the Portfolio based on its borrowings generally at an amount above either the Secured Overnight Financing Rate (SOFR) 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. In connection with the renewal of the agreement in October 2025, an arrangement fee totaling $150,000 was incurred that was allocated to the participating portfolios and funds. 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, 2025.
6 Financial Instruments
The Portfolio may trade in financial instruments with off-balance sheet risk in the normal course of its investing activities. These financial instruments may include written options and may involve, to a varying degree, elements of risk in excess of the amounts recognized for financial statement purposes. The notional or contractual amounts of these instruments represent the investment the Portfolio has in particular classes of financial instruments and do not necessarily represent the amounts potentially subject to risk. The measurement of the risks associated with these instruments is meaningful only when all related and offsetting transactions are considered. At December 31, 2025, there were no obligations outstanding under these financial instruments.
The Portfolio is subject to equity price risk in the normal course of pursuing its investment objective. During the year ended December 31, 2025, the Portfolio entered into purchased and written option contracts as a substitute for purchasing or selling securities.
The effect of derivative instruments (not considered to be hedging instruments for accounting disclosure purposes) on the Statement of Operations and whose primary underlying risk exposure is equity price risk for the year ended December 31, 2025 was as follows:
| Derivative |
Realized Gain (Loss) on Derivatives Recognized in Income(1) |
Change in Unrealized Appreciation (Depreciation) on Derivatives Recognized in Income |
| Purchased options | $7,363,448 | $ - |
| Written options | (1,834,627) | - |
| Total | $5,528,821 | $ - |
| (1) | Statement of Operations location: Net realized gain (loss): Investment transactions and Written options, respectively. |
The average number of purchased and written options contract outstanding during the year ended December 31, 2025, which are indicative of the volume of these derivative types, were 92 and 242, respectively.
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Table of Contents
Tax-Managed Growth Portfolio
December 31, 2025
Notes to Financial Statements - continued
7 Affiliated Investments
At December 31, 2025, the value of the Portfolio's investments in funds that may be deemed to be affiliated was $2,846,172, which represents 0.1% of the Portfolio's net assets. Transactions in such investments by the Portfolio for the year ended December 31, 2025 were as follows:
| Name |
Value, beginning of period |
Purchases |
Sales proceeds |
Net realized gain (loss) |
Change in unrealized appreciation (depreciation) |
Value, end of period |
Dividend income |
Shares, end of period |
| Short-Term Investments | ||||||||
| Liquidity Fund | $2,531,254 | $326,891,633 | $(326,576,715) | $ - | $ - | $2,846,172 | $880,985 | 2,846,172 |
8 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 December 31, 2025, the hierarchy of inputs used in valuing the Portfolio's investments, which are carried at fair value, were as follows:
| Asset Description | Level 1 | Level 2 | Level 3 | Total |
| Common Stocks | $6,638,648,158* | $ - | $ - | $6,638,648,158 |
| Short-Term Investments | 2,846,172 | - | - | 2,846,172 |
| Total Investments | $ 6,641,494,330 | $ - | $ - | $6,641,494,330 |
| * | The level classification by major category of investments is the same as the category presentation in the Portfolio of Investments. |
21
Table of Contents
Tax-Managed Growth Portfolio
December 31, 2025
Report of Independent Registered Public Accounting Firm
To the Trustees and Investors of Tax-Managed Growth Portfolio:
Opinion on the Financial Statements and Financial Highlights
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, 2025, 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, the financial highlights for each of the five years in the period then ended, and the related notes (collectively referred to as the "financial statements and financial highlights"). In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Portfolio as of December 31, 2025, and 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 financial highlights for each of the five years in the period then ended in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements and financial highlights are the responsibility of the Portfolio's management. Our responsibility is to express an opinion on the Portfolio's financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Portfolio in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud. The Portfolio is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Portfolio's internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. Our procedures included confirmation of securities owned as of December 31, 2025, by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.
/s/ Deloitte & Touche LLP
Boston, Massachusetts
February 23, 2026
Boston, Massachusetts
February 23, 2026
We have served as the auditor of one or more Eaton Vance investment companies since 1959.
22
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CAPEX-NCSR 12.31.25
Item 8. Changes in and Disagreements with Accountants for Open-EndManagement Investment Companies
Not applicable.
Item 9. Proxy Disclosures for Open-EndManagement Investment Companies
Not applicable.
Item 10. Remuneration Paid to Directors, Officers, and Others of Open-EndManagement Investment Companies
The information is disclosed as part of the Financial Statements included in Item 7 of this Form N-CSR.
Item 11. Statement Regarding Basis for Approval of Investment Advisory Contract
Not applicable.
Item 12. Disclosure of Proxy Voting Policies and Procedures for Closed-EndManagement Investment Companies
Not applicable.
Item 13. Portfolio Managers of Closed-EndManagement Investment Companies
Not applicable.
Item 14. Purchases of Equity Securities by Closed-EndManagement Investment Company and Affiliated Purchasers
Not applicable.
Item 15. Submission of Matters to a Vote of Security Holders
There have been no material changes to the procedures by which shareholders may recommend nominee to the Portfolio's Board of Trustees since the Portfolio last provided disclosure in response to this item.
Item 16. 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 control over financial reporting during 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 17. Disclosure of Securities Lending Activities for Closed-EndManagement Investment Companies
Not applicable.
Item 18. Recovery of Erroneously Awarded Compensation
Not applicable.
Item 19. Exhibits
| (a)(1) | Registrant's Code of Ethics - Not applicable (please see Item 2). | |
| (a)(2)(i) | Principal Financial Officer's Section 302 certification. | |
| (a)(2)(ii) | Principal Executive Officer'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-ManagedGrowth Portfolio | ||
| By: | /s/ R. Kelly Williams, Jr. | |
| R. Kelly Williams, Jr. | ||
| Principal Executive Officer | ||
| Date: | February 24, 2026 | |
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 | ||
| Principal Financial Officer | ||
| Date: | February 24, 2026 | |
| By: | /s/ R. Kelly Williams, Jr. | |
| R. Kelly Williams, Jr. | ||
| Principal Executive Officer | ||
| Date: | February 24, 2026 | |
Tax-Managed Growth Portfolio published this content on February 27, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on February 27, 2026 at 17:38 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]