<PAGE>
The Eaton Vance Mutual Funds Trust
For the Tax-Managed Growth Portfolio
Semi-Annual Shareholder Report
April 30, 1996
Investment Adviser of Tax-Managed Growth Portfolio
Boston Management and Research
24 Federal Street
Boston, MA 02110
Fund Administrator
Eaton Vance Management
24 Federal Street
Boston, MA 02110
Principal Underwriter
Eaton Vance Distributors, Inc.
24 Federal Street
Boston, MA 02110
(617) 482-8260
Custodian
Investors Bank & Trust Company
89 South Street
P.O. Box 1537
Boston, MA 02205-1537
Transfer Agent
First Data Investor Services Group, Inc.
BOS 725
P.O. Box 1559
Boston, MA 02104
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--------------------------------
TAX-MANAGED GROWTH PORTFOLIO
PORTFOLIO OF INVESTMENTS
APRIL 30, 1996
(UNAUDITED)
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COMMON STOCKS - 96.4%
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NAME OF COMPANY SHARES VALUE
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ADVERTISING - 1.5%
Interpublic Group Cos. 66,000 $ 3,085,500
------------
AEROSPACE/DEFENSE - 4.3%
Boeing Co. 60,370 $ 4,957,886
Raytheon 80,000 4,050,000
------------
$ 9,007,886
------------
BEVERAGES - 7.0%
Anheuser-Busch Cos., Inc. 35,820 $ 2,404,418
Coca-Cola Co. 67,206 5,477,289
PepsiCo Inc. 106,985 6,793,547
------------
$ 14,675,254
------------
BUSINESS PRODUCTS AND SERVICES - 5.2%
Manpower Inc. 110,000 $ 4,070,000
Reuters Holdings PLC, ADR 100,420 6,790,903
------------
$ 10,860,903
------------
CHEMICALS - 1.4%
Monsanto Co. 19,336 $ 2,929,404
------------
COMPUTER & BUSINESS EQUIPMENT - 7.0%
Digital Equipment Corp.* 8,325 $ 497,419
International Business Machines 14,400 1,548,000
Hewlett-Packard Co. 118,570 12,553,599
------------
$ 14,599,018
------------
CONSTRUCTION AND REAL ESTATE - 2.5%
Dover Corp. 101,580 $ 5,231,370
------------
CONSUMER PRODUCTS - 1.9%
Procter & Gamble Co. 48,000 $ 4,056,000
------------
COSMETICS AND TOILETRIES - 2.0%
International Flavors & Fragrances, Inc. 88,101 $ 4,327,962
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HEALTH CARE - 14.1%
Astra AB - Series A 80,000 $ 3,548,576
Bristol-Myers Squibb Co. 29,000 2,385,250
Genentech Inc.* (Redeemable Common) 16,500 872,438
Johnson & Johnson 69,575 6,435,688
Merck & Co., Inc. 72,045 4,358,722
Pfizer Inc. 144,952 9,983,569
SmithKline Beecham PLC 37,520 2,026,080
------------
$ 29,610,323
------------
ELECTRONICS - 6.0%
AMP Inc. 61,530 $ 2,753,467
Intel Corp. 104,278 7,064,835
Texas Instruments Inc. 48,000 2,712,000
------------
$ 12,530,302
------------
FINANCIAL - MISC. - 0.9%
Federal National Mortgage Association 62,620 $ 1,917,738
------------
FINANCIAL SERVICES - 2.4%
American Express Co. 56,798 $ 2,754,703
Marsh & McLennan Cos., Inc. 24,000 2,256,000
------------
$ 5,010,703
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FOOD PROCESSING - 1.5%
Earthgrains Co. 1,433 $ 46,387
McCormick & Co., Inc., Non-voting 145,120 3,228,920
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$ 3,275,307
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FOREST PRODUCTS - 2.0%
Kimberly-Clark Corp. 57,310 $ 4,162,139
------------
INDUSTRIAL EQUIPMENT - 0.5%
Parker Hannifin Corp. 22,369 $ 945,090
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INSTRUMENTATION AND CONTROLS - 1.7%
Dionex Corp.* 100,000 $ 3,662,500
------------
INSURANCE - 5.1%
American International Group Inc. 50,625 $ 4,625,859
General Re Corp. 31,920 4,560,570
St. Paul Cos., Inc. 27,620 1,467,313
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$ 10,653,742
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MACHINERY AND EQUIPMENT - 2.9%
Dexter Corp. 47,829 $ 1,285,404
Gould Pumps, Inc. 78,830 1,832,797
Tecumseh Products Co. Class B 13,320 705,960
Tecumseh Products Co. Class A 39,960 2,257,740
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$ 6,081,901
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MEDICAL PRODUCTS - 1.3%
Baxter International Inc. 23,950 $ 1,059,787
Sofamor/Danek Group, Inc.* 50,000 1,637,500
------------
$ 2,697,287
------------
METALS & MINING - 0.7%
Nucor Corp. 25,000 $ 1,406,250
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MISCELLANEOUS - 0.0%
Schweitzer-Maudit International Inc. 5,731 $ 155,453
------------
OIL - 3.8%
Atlantic Richfield Co. 6,880 $ 810,120
Exxon Corp. 63,774 5,420,790
Andarko Petroleum Corp. 29,000 1,689,250
------------
$ 7,920,160
------------
OIL & GAS - EQUIPMENT & SERVICE - 3.6%
Baker Hughes Inc. 39,234 $ 1,245,679
Dresser Industries, Inc. 79,800 2,543,625
Schlumberger Ltd. 42,819 3,778,777
------------
$ 7,568,081
------------
PAPER & FOREST PRODUCTS - 0.5%
Champion International Corp. 1,438 $ 69,383
Weyerhaeuser Co. 19,380 959,310
------------
$ 1,028,693
------------
PHOTOGRAPHIC PRODUCTS - 1.4%
Eastman Kodak Co. 37,181 $ 2,844,347
------------
PRINTING & BUSINESS FORMS - 1.8%
Bowne & Co., Inc. 91,770 $ 1,651,860
Donnelley (R.R.) & Sons Co. 47,896 1,724,256
Moore Corp., Ltd. 19,075 348,119
------------
$ 3,724,235
------------
PUBLISHING AND PRINTING - 3.1%
Dun & Bradstreet Corp. 21,098 $ 1,284,341
Harcourt General, Inc. 50,000 2,200,000
Houghton Mifflin Co. 63,700 2,954,087
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$ 6,438,428
------------
RESTAURANTS - 1.6%
McDonald's Corp. 72,000 $ 3,447,000
------------
RETAIL - 4.6%
Albertson's, Inc. 156,048 $ 6,007,848
Wal-Mart Stores, Inc. 148,700 3,550,213
------------
$ 9,558,061
------------
RETAIL - SPECIALTY & APPAREL - 1.9%
Home Depot, Inc. (The) 40,000 $ 1,895,000
Toys "R" Us, Inc. 72,000 2,007,000
------------
$ 3,902,000
------------
TRANSPORTATION - 2.2%
CSX Corp. 15,270 $ 782,587
Flightsafety International Ltd. 15,000 830,625
Union Pacific Corp. 44,530 3,033,606
------------
$ 4,646,818
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TOTAL COMMON STOCKS
(IDENTIFIED COST, $28,531,980) $201,959,855
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SHORT-TERM OBLIGATION - 3.1%
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FACE AMOUNT
(000 OMITTED) VALUE
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Ford Motor Credit Corp., 5.27%
due 5/01/96, at amortized cost $ 6,400 $ 6,400,000
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TOTAL INVESTMENTS
(IDENTIFIED COST, $34,931,980) - 99.5% $208,359,855
OTHER ASSETS, LESS LIABILITIES - 0.5% 1,084,812
------------
NET ASSETS - 100% $209,444,667
============
*Non-income producing security.
See notes to financial statements
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STATEMENT OF ASSETS AND LIABILITIES
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April 30, 1996 (Unaudited)
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ASSETS:
Investments, at value (Note 1A) (identified cost,
$34,931,980) $208,359,855
Cash 908,206
Dividends and interest receivable 170,736
Deferred organization expenses (Note 1C) 6,280
Other assets 8,360
------------
Total assets $209,453,437
LIABILITIES:
Payable to affiliate --
Trustees' fees $1,104
Accrued expenses 7,666
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Total liabilities 8,770
------------
NET ASSETS APPLICABLE TO INVESTORS' INTEREST IN PORTFOLIO $209,444,667
============
SOURCES OF NET ASSETS:
Net proceeds from capital contributions and
withdrawals $ 36,016,792
Unrealized appreciation of investments (computed on
the basis of identified cost) 173,427,875
------------
Total $209,444,667
============
See notes to financial statements
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STATEMENT OF OPERATIONS
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For the period from the start of business, December 1, 1995, to April 30, 1996
(Unaudited)
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INVESTMENT INCOME:
Income --
Dividends (net of foreign withholding tax of
$7,541) $ 864,332
Interest 47,216
-----------
Total income $ 911,548
Expenses --
Investment adviser fee (Note 2) $ 356,359
Compensation of Directors not members of the
Investment Adviser's organization (Note 2) 3,293
Custodian fees 24,502
Amortization of organization expenses (Note 1C) 570
Miscellaneous 712
-----------
Total expenses 385,436
-----------
Net investment income $ 526,112
REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
Net realized gain on investments, computed on
the basis of identified cost $ 1,907,186
Increase in unrealized appreciation of
investments 12,138,526
-----------
Net realized and unrealized gain on
investments 14,045,712
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Net increase in net assets from
operations $14,571,824
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See notes to financial statements
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STATEMENT OF CHANGES IN NET ASSETS
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For the period from the start of business, December 1, 1995, to April 30, 1996
(Unaudited)
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INCREASE IN NET ASSETS:
From operations --
Net investment income $ 526,112
Net realized gain on investments 1,907,186
Increase in unrealized appreciation of investments 12,138,526
------------
Net increase in net assets from operations $ 14,571,824
------------
Capital transactions --
Contributions $197,452,649
Withdrawals (2,679,816)
------------
Increase in net assets from capital transactions $194,772,833
------------
Total increase in net assets $209,344,657
NET ASSETS:
At beginning of period 100,010
------------
At end of period $209,444,667
============
SUPPLEMENTARY DATA
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For the period from the start of business, December 1, 1995, to April 30, 1996
(Unaudited)
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RATIOS/SUPPLEMENTAL DATA:
Expenses 0.68%+
Net investment income 1.35%+
PORTFOLIO TURNOVER 0%
+Annualized.
See notes to financial statements
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NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
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(1) SIGNIFICANT ACCOUNTING POLICIES
Tax-Managed Growth Portfolio (the "Portfolio") is registered under the
Investment Company Act of 1940 as a diversified, open-end investment company.
The Portfolio, which was organized as a trust under the laws of the State of
New York on December 1, 1995, seeks to provide long-term after-tax returns by
investing in a diversified portfolio of equity securities. The Declaration of
Trust permits the Trustees to issue interests in the Portfolio. Investment
operations began on December 1, 1995, with the acquisition of investments with
a value of $115,586,248, including unrealized appreciation of $96,618,064, in
exchange for an interest in the Portfolio by one of the Portfolio's investors.
During the period, additional investors contributed securities with a value of
$77,830,309, including unrealized appreciation of $64,671,645. The following
is a summary of the significant accounting policies of the Portfolio. The
policies are in conformity with generally accepted accounting principles.
A. INVESTMENT VALUATIONS -- Marketable securities, including options, that are
listed on foreign or U.S. securities exchanges or in the NASDAQ National
Market System are valued at closing sale prices, on the exchange where such
securities are principally traded. Futures positions on securities or
currencies are generally valued at closing settlement prices. Unlisted or
listed securities for which closing sale prices are not available are valued
at the mean between the latest bid and asked prices. Short-term debt
securities with a remaining maturity of 60 days or less are valued at
amortized cost. Other fixed income and debt securities, including listed
securities and securities for which price quotations are available, will
normally be valued on the basis of valuations furnished by a pricing service.
Investments for which valuations or market quotations are unavailable are
valued at fair value using methods determined in good faith by or at the
direction of the Trustees.
B. FEDERAL TAXES -- The Portfolio is 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 such
income. Since some of the Portfolio's investors are regulated investment
companies that invest all or substantially all of their assets in the
Portfolio, the Portfolio normally must satisfy the applicable source of income
and diversification requirements, (under the Internal Revenue Code), in order
for its investors to satisfy them. The Portfolio will allocate, at least
annually among its investors, each investor's distributive share of the
Portfolio's net investment income, net realized capital gains, and any other
items of income, gain, loss, deduction or credit.
C. DEFERRED ORGANIZATION EXPENSES -- Costs incurred by the Portfolio in
connection with its organization, including registration costs, are being
amortized on the straight-line basis over five years.
D. FUTURES CONTRACTS -- Upon the entering of a financial futures contract, the
Portfolio is required to deposit either in cash or securities an amount
("initial margin") equal to a certain percentage of the purchase price indicated
in the financial futures contract. Subsequent payments are made or received by
the Portfolio ("margin maintenance") each day, dependent on daily fluctuations
in the value of the underlying security, and are recorded for book purposes as
unrealized gains or losses by the Portfolio. The Portfolio's investment in
financial futures contracts is designed to hedge against anticipated future
changes in price of current or anticipated portfolio positions. Should prices
move unexpectedly, the Portfolio may not achieve the anticipated benefits of the
financial futures contracts and may realize a loss.
E. OTHER -- Investment transactions are accounted for on the date the
investments are purchased or sold. Dividend income is recorded on the ex-
dividend date. 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. Interest income is recorded on the accrual basis.
F. USE OF ESTIMATES -- The preparation of financial statements in conformity
with generally accepted accounting principles 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
revenue and expense during the reporting period. Actual results could differ
from those estimates.
G. INTERIM FINANCIAL INFORMATION -- The interim financial statements relating to
April 30, 1996 and for the period then ended have not been audited by
independent certified public accountants, but in the opinion of the Portfolio's
management, reflect all adjustments, consisting only of normal recurring
adjustments, necessary for the fair presentation of the financial statements.
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(2) INVESTMENT ADVISER FEE AND OTHER TRANSACTIONS WITH AFFILIATES
The investment adviser fee is earned by Boston Management and Research (BMR) a
wholly-owned subsidiary of Eaton Vance Management (EVM) as compensation for
management and investment advisory services rendered to the Portfolio. Under the
advisory agreement, BMR receives a monthly advisory fee of 5/96 of 1% (0.625%
annually) of the average daily net assets of the Portfolio up to $500,000,000,
and at reduced rates as daily net assets exceed that level. For the period from
the start of business, December 1, 1995, to April 30, 1996 the adviser fee was
0.625% of average net assets. Except as to Trustees of the Portfolio who are not
members of EVM's organization, officers and Trustees receive remuneration for
their services to the Portfolio out of such investment adviser and
administrative fees. Certain of the officers and Trustees of the Portfolio are
officers or directors/trustees of the above organizations.
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(3) INVESTMENT TRANSACTIONS
Purchases and sales of investments, other than short-term obligations,
aggregated $54,486 and $96,714, respectively.
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(4) FEDERAL INCOME TAX BASIS OF INVESTMENT
The cost and unrealized appreciation (depreciation) in value of the
investments owned at April 30, 1996, as computed on a federal income tax
basis, are as follows:
Aggregate cost $ 34,931,980
============
Gross unrealized appreciation $173,427,875
Gross unrealized depreciation --
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Net unrealized appreciation $173,427,875
============
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(5) FINANCIAL INSTRUMENTS
The Portfolio may trade in financial instruments with off-balance sheet risk
in the normal course of its investing activities to assist in managing
exposure to various market risks. These financial instruments include written
options, forward foreign currency exchange contracts and financial futures
contracts 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 does 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.
The Portfolio did not have any open obligations under these financial
instruments at April 30, 1996.
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(6) LINE OF CREDIT
The Portfolio participates with other portfolios and funds managed by BMR and
EVM and its affiliates in a $120 million unsecured line of credit agreement
with a bank. The line of credit consists of a $20 million committed facility
and a $100 million discretionary facility. Borrowings will be made by the
Portfolio solely to facilitate the handling of unusual and/or unanticipated
short-term cash requirements. Interest is charged to each portfolio based on
its borrowings at an amount above either the bank's adjusted certificate of
deposit rate, a variable adjusted certificate of deposit rate, or a federal
funds effective rate. In addition, a fee computed at an annual rate of 1/4 of
1% on the $20 million committed facility and on the daily unused portion of
the $100 million discretionary facility is allocated among the participating
funds and portfolios at the end of each quarter. The Portfolio did not have
any significant borrowings or allocated fees during the period.
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INVESTMENT MANAGEMENT FOR TAX-MANAGED GROWTH PORTFOLIO
OFFICERS INDEPENDENT TRUSTEES
LANDON T. CLAY DONALD R. DWIGHT
President, Trustee President, Dwight Partners, Inc.
Chairman, Newspapers of New England, Inc.
JAMES B. HAWKES
Vice President SAMUEL L. HAYES, III
Jacob H. Schiff Professor of
DUNCAN W. RICHARDSON Investment Banking, Harvard University
Vice President and Graduate School of Business Administration
Portfolio Manager
NORTON H. REAMER
JAMES L. O'CONNOR President and Director, United Asset
Treasurer Management Corporation
THOMAS OTIS JOHN L. THORNDIKE
Secretary Director, Fiduciary Company Incorporated
JACK L. TREYNOR
Investment Adviser and Consultant
