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:
24 Federal Street
Boston, MA 02110
Telephone Number: (617) 482-8260
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:
Jessica M. Bibliowicz(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) One Rockefeller Plaza, New York, NY
10020; (2) Clover Mill Lane, Lyme, NH 04768; (3) 345 Nahatan
Street, Westwood, MA 02090; (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 December 31, 1998, there were six beneficial owners of
Registrant's outstanding securities. As of December 31, 1998, the
following investors held 10% or more of the outstanding
securities of the Registrant: Eaton Vance Tax-Managed Growth Fund
- 42.4%; Capital Exchange Fund - 14.1%; and Belvedere Capital
Fund LLC - 43.3%. 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: $8,704,859,335
Item 11. No.
Item 12. Registrant incorporates by reference the October 31, 1998
financial statements as previously filed electronically with the
Commission on January 5, 1999 (Accession No.
0000950109-99-000034).
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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 11th day of January, 1999.
TAX-MANAGED GROWTH PORTFOLIO
By: /s/ James B. Hawkes
------------------------------
James B. Hawkes
President
Attest: /s/ Janet E. Sanders
-------------------------
Janet E. Sanders
Assistant Secretary
