SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-8A
AMENDMENT TO NOTIFICATION OF REGISTRATION
FILED PURSUANT TO SECTION 8(a) OF THE
INVESTMENT COMPANY ACT OF 1940
The undersigned investment company hereby amends its notification of
registration filed with the Securities and Exchange Commission on November 2,
1995 pursuant to the provisions of Section 8(a) of the Investment Company Act of
1940 and in connection with such amendment to notification of registration
submits the following information:
Name: Tax-Managed Growth Portfolio
Address of Principal Business Office:
c/o IBT Trust Company (Cayman) Ltd.
The Bank of Nova Scotia Building
P. O. Box 501
George Town
Grand Cayman, Cayman Islands
British West Indies
Telephone Number: (809) 949-2001
Name and address of agent for service of process:
Alan R. Dynner
24 Federal Street
Boston, Massachusetts 02110
Check Appropriate Box:
Registrant is filing a Registration Statement pursuant to Section 8(b)
of the Investment Company Act of 1940 concurrently with the filing of
Form N-8A: YES [ ] NO [X]
Item 1. Name of Registrant: Tax-Managed Growth Portfolio.
Item 2. State and Date of Organization: New York; October 23, 1995.
Item 3. Form of Organization: Trust.
Item 4. Classification of Registrant: Management Company.
Item 5(a). Registrant is an open-end company.
Item 5(b). Registrant is a diversified company.
Item 6. Investment Adviser of Registrant: Boston Management and Research,
24 Federal Street, Boston, MA 02110.
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Item 7. Board of Trustees of Registrant:
Landon T. Clay(1)
Donald R. Dwight(2)
James B. Hawkes*
Samuel L. Hayes, III(3)
Norton H. Reamer(4)
John L. Thorndike(5)
Jack L. Treynor(6)
Officers of Registrant:
President: James B. Hawkes*
Vice President: Duncan W. Richardson*
Secretary: Alan R. Dynner*
Treasurer: James L. O'Connor*
Assistant Secretary/
Assistant Treasurer: Janet E. Sanders*
Assistant Treasurer: Michelle A. Alexander*
Assistant Treasurer: Barbara E. Campbell*
Assistant Secretary: A. John Murphy*
Assistant Secretary: Eric G. Woodbury*
The address for each of the above-named Trustees and Officers of
Registrant is as follows: (1) Ten Post Office Square, Boston, MA
02109; (2) Clover Mill Lane, Lyme, NH 04768; (3) Harvard
University Graduate School of Business Administration, Soldiers
Field Road, Boston, MA 02163; (4) One International Place,
Boston, MA 02110; (5) 10 Main Street, Dover, MA 02030; (6) 504
Via Almar, Palos Verdes Estates, CA 90274; *24 Federal Street,
Boston, MA 02110.
Item 8. Inapplicable.
Item 9(a). No; Registrant is not currently issuing and offering its
securities directly to the public.
Item 9(b). Inapplicable.
Item 9(c). No; Registrant does not presently propose to make a public
offering of its securities.
Item 9(d). Yes.
Item 9(e). As of May 21, 1998, there were eleven beneficial owners
of Registrant's outstanding securities. As of May 21, 1998,
the following investors held 10% or more of the outstanding
securities of the Registrant: Eaton Vance Tax-Managed Growth
Fund - 38.51% ; and Belvedere Capital Fund LLC - 41.69%. No
other Holders of Interests held more than 10% of the
Registrant's outstanding securities as of that date.
Item 10. Current Value of Registrant's Total Assets: $5,886,817,187
Item 11. No.
Item 12. Registrant incorporates by reference the October 31, 1997
audited financial statements as previously filed
electronically with the Commission (Accession No. 0000950156-
98-000081).
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SIGNATURE
Pursuant to the requirements of the Investment Company Act of 1940, the
Registrant has caused this amendment to Notification of Registration to be duly
signed on its behalf in the City of Boston and Commonwealth of Massachusetts on
the 22nd day of May, 1998.
TAX-MANAGED GROWTH PORTFOLIO
By: /s/ James B. Hawkes
-------------------------------
James B. Hawkes
President
Attest: /s/ Alan R. Dynner
------------------------
Alan R. Dynner
Secretary
