<PAGE>
INVESTMENT ADVISER OF
GROWTH PORTFOLIO
Boston Management and Research
24 Federal Street
Boston, MA 02110
ADMINISTRATOR OF
EV MARATHON GROWTH FUND
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.
BOS725
P.O. Box 1559
Boston, MA 02104
[LOGO]
EV MARATHON
GROWTH
FUND
SEMI-ANNUAL
SHAREHOLDER REPORT
FEBRUARY 29, 1996
This report must be preceded or accompanied by a current prospectus which
contains more complete information on the Fund, including its distribution plan,
sales charges and expenses. Please read the prospectus carefully before you
invest or send money.
EV MARATHON GROWTH FUND
24 FEDERAL STREET
BOSTON, MA 02110
M-GFSRC-4/96
<PAGE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
TO SHAREHOLDERS
EV Marathon Growth Fund had a total return of 12.3% during the six months ended
February 29, 1996. That return was the result of a rise in net asset value per
share to $13.04 from $11.68 on August 31, 1995 and the reinvestment of a $0.075
capital gain distribution. It does not include the effect of the Funds
contingent deferred sales charge on redeeming shareholders. By comparison, the
Lipper Growth Index, an index of 30 growth funds, was up 9.3% for the same
period.
INTEREST RATES DECLINED IN 1995, HELPING THE STOCK MARKET CONTINUE ITS RALLY...
The U.S. economy continued its pattern of slow, steady growth throughout this
six-month period, though there were some questions in early 1996 whether the
economy might be moving into a mild recession. Those questions were fueled by
the nations rate of economic growth, which was a strong 4.2% in the third
quarter of 1995, but slipped to 0.9% in the fourth quarter.
The Federal Reserve has maintained a strong inflation-fighting posture
throughout this period, with positive results. Inflation remained low and, as a
result, the Fed lowered the federal funds rate, a key short-term interest rate
barometer, a quarter of a point in early July and another quarter-point in
December.
While a strong economy generally tends to favor cyclical stocks, these declines
in interest rates may be helpful to growth stocks. In addition, the growth
sector continues to attract interest from investors because of its ability to
provide consistent earnings growth and less reliance on the economic cycle.
Naturally, it is impossible to predict accurately the direction of the economy,
and historical performance cannot guarantee future trends.
AN INVESTMENT IN HIGH-QUALITY COMPANIES CAN BE REWARDING...
At the end of this six-month period, the economy appeared to have no clear
direction. Some analysts, convinced by numbers that showed a low fourth quarter
growth rate, said the slow-growth, low-inflation scenario should continue.
Others, looking at better-than-expected employment statistics, saw the
possibility of inflation on the horizon.
Clearly, an increase in inflation would not benefit the economy or most types of
investments, including growth stocks. But we tend to discount this possibility,
believing instead in a basic axiom of growth investing: Companies that are
growing their sales and earnings are going to increase in value.
We believe that our focus on high-quality, reasonably priced growth stocks has
served investors well in the past and should continue to produce solid,
long-term performance.
Sincerely,
--------------------
| | /s/James B. Hawkes
| | --------------------------
| | James B. Hawkes
| | President
| | April 9, 1996
--------------------
[Photo of James B. Hawkes]
<PAGE>
MANAGEMENT REPORT
An interview with Peter F. Kiely, Vice President and Portfolio Manager of Growth
Portfolio.
Q. PETER, HOW DO YOU CHOOSE THE STOCKS THAT ARE IN THE PORTFOLIO?
A. As I've mentioned in past reports, we select the stocks for the Portfolio
company by company. We're looking for quality companies that have growing
revenues and earnings and that can be bought at reasonable prices.
Q. DOES THE PORTFOLIO STILL FAVOR FINANCIAL STOCKS?
A. Yes. While the Portfolio includes the stocks of companies from many
industries, a number of the really attractive growth stocks were in the
financial sector. We didnt have a preconceived notion that this sector
should be the most heavily weighted in the Portfolio, but thats how it
turned out. Overall, our stocks in the financial sector did well during this
period, in part because interest rates dropped and in part because they
represent solid, growing companies.
For example, American International Group is one of our largest holdings.
This company is the biggest commercial insurer in the United States. Its
business continues to be very strong, particularly life insurance business
from Pacific Rim countries. AIG is the only foreign insurance company
licensed in China, and it is doing well in that country. AIG, by the way,
was up 20.2% during this six-month period.
Q. IN YOUR VIEW, WHAT ARE SOME OF THE MORE ATTRACTIVE HOLDINGS IN THE PORTFOLIO?
A. Astra AB is the largest holding and a very attractive one. This is a Swedish
pharmaceutical company whose stock is relatively underowned and
underfollowed in the United States. As a matter of fact, its going to be
listed soon on the New York Stock Exchange. The companys principal product,
an anti-ulcer medicine, is selling well and is a major attraction of this
stock. Astra also has a joint marketing agreement with Merck, the U.S.
pharmaceutical giant, that should create increased profits for some time to
come. Astras share price increased by 38.6% during the six-month period.
------------------
------------------
[Photo of Peter F. Kiely]
Another company with strong prospects is Sofamor Danek Group, Inc. This is a
medical products manufacturer that provides products used in spinal surgery.
For quite some time, the companys prospects have been diminished by
regulatory and legal issues, but those seem to be resolving themselves in
the companys favor, and its revenues and earnings have been reflecting that
change. In the six months ending February 29, 1996, this stock was up 31.8%.
Q. ARE THERE ANY LONG-TERM TRENDS THAT HAVE INFLUENCED YOUR SELECTION OF STOCKS?
A. Generally, we don't try to pick stocks based on economic trends, but we did
purchase the stocks of two strong companies for the Portfolio based on what
we see as a global trend. There appears to be a growing demand worldwide for
food, and that means investments in companies that help contribute to
agriculture should do well. In the Portfolio, we've purchased stock in Deere
& Co., the largest agricultural equipment company in the world. We also
bought stock in Potash Corporation of Saskatchewan, Inc., which is the
global leader in potash production and number-three manufacturer of
phosphates, two of the three components of fertilizer.
Q. ARE THERE ANY NEW STOCKS IN THE PORTFOLIO THAT YOU FIND ESPECIALLY
INTERESTING?
A. Yes. Pfizer Inc. continues to be a first-class pharmaceutical company with
one of the best pipelines of new drug products. Strong new product
development means that Pfizers growth is likely to be among the best of the
U.S. drug companies.
International Business Machines (IBM) is a well-known company that has
undergone tremendous change, spurred on by new top-level management. IBM
generates enormous amounts of cash and has positioned itself to take
advantage of business and consumer demand for its products. We were able to
buy this stock at a price that we considered cheap.
Finally, Lowe's Companies, Inc. operates discount home improvement stores in
the Southeast. After an unexciting 1995, during which earnings were under
pressure from a slowdown in housing turnover, revenues are off to a strong
start in 1996. Lowes competes with Home Depot, whose stock also is in the
Portfolio.
Q. HOW DO YOU FEEL GROWTH STOCKS WILL FARE DURING THE REST OF THE YEAR?
A. No one can predict the future, but we feel that a portfolio of strong,
growing, reasonably priced stocks is a good investment for the future and is
less likely to be hurt by an economic slowdown. While past trends dont
guarantee future results, I believe growth stocks should continue to provide
good opportunities for investors who are patient.
A CONTINUING EMPHASIS ON
ABOVE-AVERAGE EARNINGS GROWTH...
THE PORTFOLIO'S 10 LARGEST HOLDINGS*:
Company Business
Astra AB A............................Drugs
Sofamor Danek Group, Inc..............Health care
American International Group..........Insurance
Anadarko Petroleum ...................Oil
Reuters Holdings PLC..................Business services
Omnicom Group.........................Advertising
Xerox Corp............................Business products
PepsiCo Inc...........................Beverages, foods
MEMC Electronic Materials Inc ........Semiconductors
Allstate Corp.........................Insurance
*The holdings above represented 36.1% of the Portfolios investments by market
value as of 2/29/96.
<PAGE>
EV MARATHON GROWTH FUND
FINANCIAL STATEMENTS
STATEMENT OF ASSETS AND LIABILITIES
- ------------------------------------------------------------------------------
February 29, 1996 (Unaudited)
- ------------------------------------------------------------------------------
ASSETS:
Investment in Growth Portfolio (Portfolio), at value (Note 1A) $4,294,078
Receivable for Fund shares sold 35,256
Receivable from Administrator (Note 6) 27,506
Deferred organization expenses (Note 1D) 26,916
----------
Total assets $4,383,756
LIABILITIES:
Payable for Fund shares redeemed $29,551
Payable to affiliate --
Trustees' fees 23
Accrued expenses 40,151
-------
Total liabilities 69,725
----------
NET ASSETS for 330,816 shares of beneficial interest outstanding $4,314,031
==========
SOURCES OF NET ASSETS:
Paid-in capital $3,747,032
Accumulated net realized gain on investments
transaction 58,105
Net unrealized appreciation of investments from
Portfolio 508,894
----------
Total net assets $4,314,031
==========
NET ASSET VALUE, OFFERING AND REDEMPTION PRICE PER SHARE
($4,314,031 / 330,816 shares of beneficial interest
outstanding) $13.04
======
The accompanying notes are an integral part of the financial statements
<PAGE>
STATEMENT OF OPERATIONS
- ------------------------------------------------------------------------------
For the six months ended February 29, 1996 (Unaudited)
- ------------------------------------------------------------------------------
INVESTMENT INCOME (NOTE 1B):
Dividend income allocated from Portfolio $ 20,318
Interest income allocated from Portfolio 4,442
Expenses allocated from Portfolio (12,193)
--------
Total investment income $ 12,567
Expenses --
Compensation of Trustees not members of the
Investment Adviser's organization (Note 6) $ 23
Custodian fees (Note 6) 1,500
Distribution fees (Note 4) 13,037
Transfer and dividend disbursing agent fees 1,959
Printing and postage 9,834
Legal and accounting services 3,837
Registration fees 4,745
Amortization of organization expenes (Note 1D) 3,822
Miscellaneous 1,786
--------
Total expenses 40,543
Deduct allocation of expenses by administrator (Note 6) 27,506
--------
Net expenses 13,037
--------
Net investment loss $ (470)
REALIZED AND UNREALIZED GAIN FROM PORTFOLIO:
Net realized gain on investment transactions
(identified cost basis) $ 68,562
Change in unrealized appreciation of investments 313,661
--------
Net realized and unrealized gain on investments 382,223
--------
Net increase in net assets resulting from operations $381,753
========
The accompanying notes are an integral part of the financial statements
<PAGE>
STATEMENT OF CHANGES IN NET ASSETS
- ------------------------------------------------------------------------------
SIX MONTHS ENDED
FEBRUARY 29, 1996 YEAR ENDED
(UNAUDITED) AUGUST 31, 1995*
----------- ----------------
INCREASE (DECREASE) IN NET ASSETS:
From operations --
Net investment loss $ (470) $ (14,147)
Net realized gain from Portfolio 68,562 18,499
Change in unrealized appreciation from
Portfolio 313,661 195,233
---------- ----------
Net increase in net assets from operations $ 381,753 $ 199,585
---------- ----------
Distributions to shareholders --
From net realized gain on investments $ (21,890) $ --
---------- ----------
Total distributions to shareholders $ (21,890) $ --
---------- ----------
Net increase in net assets from Fund share
transactions (Note 2) $1,714,508 $2,040,065
---------- ----------
Net increase in net assets $2,074,371 $2,239,650
NET ASSETS:
At beginning of period 2,239,660 10
---------- ----------
At end of period $4,314,031 $2,239,660
========== ==========
*For the period from the start of business, September 13, 1994, to August 31,
1995.
The accompanying notes are an integral part of the financial statements
<PAGE>
FINANCIAL HIGHLIGHTS
- -------------------------------------------------------------------------------
SIX MONTHS ENDED
FEBRUARY 29, 1996 YEAR ENDED
(UNAUDITED) AUGUST 31, 1995++
----------------- -----------------
FINANCIAL HIGHLIGHTS (for a share
outstanding throughout the period)
NET ASSET VALUE -- Beginning of period $11.680 $10.000
-------- -------
INCOME FROM INVESTMENT OPERATIONS:
Net investment loss $(0.001) $(0.074)
Net realized and unrealized gain on
investments 1.436 1.754
----- -------
Total income from
investment operations $ 1.435 $ 1.680
------- -------
LESS DISTRIBUTIONS:
From net realized gain (0.075) $ --
------- -------
Total distributions $(0.075) $ --
------- -------
NET ASSET VALUE -- End of period $13.040 $11.680
======= =======
TOTAL RETURN** 12.34% 16.8%
RATIOS/SUPPLEMENTAL DATA: (to average
daily net assets):*
Expenses(1) 1.49%+ 2.82%+
Net investment loss (0.03)%+ (1.59)%+
NET ASSETS AT END OF PERIOD
(000'S OMITTED) $ 4,314 $ 2,240
*The expenses related to the operation of the Fund reflect an allocation of
expenses to the Administrator. Had such action not been taken, net investment
income per share and the ratios would have been as follows:
NET INVESTMENT INCOME PER SHARE $(0.055) $ 0.167
======= =======
RATIOS (to averge daily net assets)
Expenses(1) 3.12%+ 8.01%+
Net investment loss (1.66%)+ (6.79%)+
(1)Includes the Fund's share of Growth Portfolio's allocated expenses.
+Computed on an annualized basis.
++For the period from the start of business, September 13, 1994 to August 31,
1995.
**Total return is calculated assuming a purchase at the net asset value
on the first day and a sale at the net asset value on the last day of
each period reported. Dividends and distributions, if any, are
assumed to be reinvested at the net asset value on the record date.
The accompanying notes are an integral part of the financial statements
<PAGE>
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
- --------------------------------------------------------------------------------
(1) SIGNIFICANT ACCOUNTING POLICIES
EV Marathon Growth Fund (the Fund) is a diversified series of Eaton Vance
Growth Trust (the Trust). The Trust is an entity of the type commonly known as
a Massachusetts business trust and is registered under the Investment Company
Act of 1940, as amended, as an open-end, management investment company. The
Fund invests all of its investable assets in interests in the Growth Portfolio
(the Portfolio), a New York Trust, having the same investment objective as the
Fund. The value of the Fund's investment in the Portfolio reflects the Fund's
proportionate interest in the net assets of the Portfolio (3.0% at February
29, 1996). The performance of the Fund is directly affected by the performance
of the Portfolio. The financial statements of the Portfolio, including the
portfolio of investments, are included elsewhere in this report and should be
read in conjunction with the Fund's financial statements. The following is a
summary of significant accounting policies consistently followed by the Fund
in the preparation of its financial statements. The policies are in conformity
with generally accepted accounting principles.
A. INVESTMENT VALUATIONS -- Valuations of securities by the Portfolio is
discussed in Note 1A of the Portfolio's Notes to Financial Statements which
are included elsewhere in this report.
B. INCOME -- The Fund's net investment income consists of the Fund's pro rata
share of the net investment income of the Portfolio, less all actual and
accrued expenses of the Fund determined in accordance with generally accepted
accounting principles.
C. FEDERAL TAXES -- The Fund's policy is to comply with the provisions of the
Internal Revenue Code applicable to regulated investment companies and to
distribute to shareholders each year all of its taxable income, including any
net realized gain on investments, options and financial futures transactions.
Accordingly, no provision for federal income or excise tax is necessary.
D. DEFERRED ORGANIZATION EXPENSES -- Costs incurred by the Fund in connection
with its organization, are being amortized on the straight-line basis over
five years beginning on the date the Fund commenced operations.
E. OTHER -- Investment transactions are accounted for on the date the
investments are purchased or sold. Distributions to shareholders are recorded
on the ex-dividend date and interest income is recorded on the accrual basis.
F. DISTRIBUTION COSTS -- For book purposes, commissions paid on the sale of
Fund shares and other distribution costs are charged to operations. For tax
purposes, commissions paid were charged to paid-in capital prior to November
16, 1994 and subsequently charged to operations. The change in the tax
accounting practice was prompted by a recent Internal Revenue Service ruling
and has no effect on either the Fund's current yield or total return.
G. DISTRIBUTIONS -- Generally accepted accounting principles require that
differences in the recognition or classification of income between the financial
statements and tax earnings and profits which result in temporary over-
distributions for financial statement purposes, are classified as distributions
in excess of net investment income or in excess of accumulated net realized
gains.
H. INTERIM FINANCIAL INFORMATION -- The interim financial statements relating
to February 29, 1996 and for the six month period then ended have not been
audited by independent certified public accountants, but in the opinion of the
Fund's management, reflect all adjustments, consisting only of normal
recurring adjustments, necessary for the fair presentation of the financial
statements.
- ------------------------------------------------------------------------------
(2) SHARES OF BENEFICIAL INTEREST
The Declaration of Trust permits the Trustees to issue an unlimited number of
full and fractional shares of beneficial interest (without par value).
Transactions in Fund shares were as follows:
SIX MONTHS ENDED
FEBRUARY 29, 1996 YEAR ENDED
(UNAUDITED) AUGUST 31, 1995*
------------------- ----------------------
SHARES AMOUNT SHARES AMOUNT
------- -------- -------- ----------
Sales 281,216 $3,437,368 296,114 $3,162,410
Issued to shareholders
electing to receive payment
of distribution in Fund
shares 1,676 20,140 -- --
Redemptions (143,762) (1,743,000) (104,429) (1,122,345)
--------- ---------- -------- ----------
Net increase 139,130 $1,714,508 191,685 $2,040,065
========= ========== ======== ==========
*For the period from the start of business September 13, 1994 to August 31,
1995.
- ------------------------------------------------------------------------------
(3) INVESTMENT TRANSACTIONS
Increases and decreases in the Fund's investment in the Portfolio aggregated
$3,453,174 and $1,749,139 respectively.
- ------------------------------------------------------------------------------
(4) DISTRIBUTION PLAN
The Fund has adopted a Distribution Plan (the "Plan") pursuant to Rule 12b-1
under the Investment Company Act of 1940. The Plan requires the Fund to pay the
principal underwriter, Eaton Vance Distributors, Inc. (EVD), amounts equal to
1/365th of 0.75% of the Fund's daily net assets, for providing ongoing
distribution services and facilities to the Fund. The Fund will automatically
discontinue payments to EVD during any period in which there are no outstanding
Uncovered Distribution Charges, which are equivalent to the sum of (i) 5% of the
aggregate amount received by the Fund for shares sold plus, (ii) distribution
fees calculated by applying the rate of 1% over the prevailing prime rate to the
outstanding balance of Uncovered Distribution Charges of EVD, reduced by amounts
theretofore paid to EVD. The amount payable to EVD with respect to each day is
accrued on such day as a liability of the Fund and, accordingly, reduces the
Fund's net assets. The Fund paid $12,661 to EVD for the six months ended
February 29, 1996, representing 0.75% (annualized) of average daily net assets.
At February 29, 1996, the amount of Uncovered Distribution Charges of EVD
calculated under the Plan was approximately $126,338.
In addition, the Plan authorizes the Fund to make payments of service fees to
the Principal Underwriter, Authorized Firms and other persons in amounts not
exceeding 0.25% of the Fund's average daily net assets for each fiscal year. The
Trustees have implemented the Plan by authorizing the Fund to make quarterly
payments of service fees to the Principal Underwriter and Authorized Firms in
amounts not expected to exceed 0.25% of the Fund's average daily net assets for
each fiscal year based on the value of Fund shares sold by such persons and
remaining outstanding for at least twelve months. During the six months ended
February 29, 1996, the Fund provided for $376 under the Plan to the Principal
Underwriter and Authorized Firms. Service fees are separate and distinct from
the sales commissions and distribution fees payable by the Fund to EVD, and, as
such, are not subject to automatic discontinuance when there are no outstanding
Uncovered Distribution Charges of EVD.
Certain officers and Trustees of the Fund are officers or directors of EVD.
- ------------------------------------------------------------------------------
(5) CONTINGENT DEFERRED SALES CHARGE
A contingent deferred sales charge (CDSC) is imposed on any redemption of Fund
shares made within six years of purchase. Generally, the CDSC is based upon the
lower of the net asset value at date of redemption or date of purchase. No
charge is levied on shares acquired by reinvestment of dividends or capital gain
distributions. The CDSC is imposed at declining rates that begin at 5% in the
first and second year of redemption after purchase, declining one percentage
point each subsequent year. No CDSC is levied on shares which have been sold to
EVM or its affiliates or to their respective employees or clients. CDSC charges
are paid to EVD to reduce the amount of Uncovered Distribution Charges
calculated under the Fund's Distribution Plan. CDSC charges received when no
Uncovered Distribution Charges exist will be retained by the Fund. EVD received
approximately $9,854 of CDSC paid by shareholders for the six months ended
February 29, 1996.
- ------------------------------------------------------------------------------
(6) TRANSACTIONS WITH AFFILIATES
Eaton Vance Management (EVM) serves only as the administrator of the Fund, but
receives no compensation. The Portfolio has engaged Boston Management and
Research (BMR), a subsidiary of EVM, to render investment advisory services. See
Note 2 of the Portfolio's Notes to Financial Statements which are included
elsewhere in this report. To enhance the net income of the Fund, $27,506 of
expenses related to the operation of the Fund were allocated, on a preliminary
basis, to EVM. Except as to Trustees of the Fund and the Portfolio who are not
members of EVM's or BMR's organizations, officers and Trustees receive
remuneration for their services to the Fund out of such investment adviser fee.
Investors Bank & Trust Company (IBT), serves as custodian of the Fund and the
Portfolio. Prior to November 10, 1995, IBT was an affiliate of EVM. Pursuant to
their respective custodian agreements, IBT receives a fee reduced by credits
which are determined based on the average cash balances of the Fund or the
Portfolio maintains with IBT. Certain of the officers and Trustees of the Fund
and Portfolio are officers and directors/trustees of the above organizations.
<PAGE>
GROWTH PORTFOLIO
PORTFOLIO OF INVESTMENTS
FEBRUARY 29, 1996
(UNAUDITED)
- ------------------------------------------------------------------------------
COMMON STOCKS - 96.5%
- ------------------------------------------------------------------------------
SHARES VALUE
- ------------------------------------------------------------------------------
ADVERTISING - 3.4%
Omnicom Group, Inc. 120,000 $ 4,905,000
The parent company of DDB Needham ------------
Worldwide and BBDO Worldwide, two full
service advertising agency networks.
BEVERAGES - 3.0%
PepsiCo, Inc. 70,000 $ 4,427,500
Global soft drink producer with ------------
businesses in snack foods and fast food
restaurants.
BROADCASTING & ENTERTAINMENT - 3.0%
Seagram Co. Ltd. 80,000 $ 2,750,000
A leading global producer and marketer
of liquor which acquired 80% of MCA,
Inc., a major factor in the
entertainment industry.
Viacom Inc. Class B 40,000 1,570,000
A diversified media/entertainment
company with major positions in motion
pictures, theme parks, publishing,
network broadcoasting and video
retailing.
------------
$ 4,320,000
------------
BUSINESS PRODUCTS AND SERVICES - 10.3%
Danka Business Systems PLC ADR 50,000 $ 2,187,500
Independent distributor of automated
office equipment, principally
photocopiers, and related service
contracts.
International Business Machines Corp. 25,000 3,065,625
The world's largest supplier of
hardware, software and support services
in the information processing industry.
Reuters Holdings PLC 80,000 5,160,000
Worldwide provider of proprietary
financial data and information.
Xerox Corp. 35,000 4,558,750
The dominant producer of high end
document processing machines.
------------
$ 14,971,875
------------
CHEMICALS - 1.2%
Praxair Inc. 50,000 $ 1,725,000
The largest producer of industrial gases ------------
in North and South America.
COMPUTER EQUIPMENT AND SERVICES - 4.7%
Automatic Data Processing, Inc. 80,000 $ 3,100,000
The leading independent computing and
payroll processing services firm in the U.S.
General Motors Corp. Class E 65,000 $ 3,713,125
Stock represents participation in the
Electronic Data Systems Division of
General Motors. EDS designs, installs
and operates data processing and
communications systems for GM and other
customers.
------------
$ 6,813,125
------------
DRUGS & HEALTH CARE SERVICES -- 14.1%
American Home Products 30,000 $ 2,955,000
Leading manufacturer of prescription
drugs, medical supplies and diagnostics,
as well as agricultural herbicides
and consumer medications and branded
food products.
Astra AB A Free Shares* 175,000 8,036,928
Swedish based international
pharmaceutical firm with drugs for the
control of ulcers and asthma.
Pfizer Inc. 55,000 3,623,125
A large international ethical
pharmaceutical manufacturer with
important positions in hospital products
and animal health.
Sofamor Danek Group, Inc.* 180,000 5,872,500
The dominant supplier of spinal implant
devices used in surgical treatment of
spinal diseases and deformities.
------------
$ 20,487,553
------------
ELECTRICAL EQUIPMENT - 2.0%
AMP Inc. 70,000 $ 2,983,750
The leading world wide producer of ------------
electrical and electronic connector,
switching and programming devices.
ELECTRONIC INSTRUMENTATION - 3.3%
Millipore Corp. 70,000 $ 3,106,250
Products use membrane separations
technology to analyze and purify fluids
for a variety of high tech industries.
Teradyne Inc. 80,000 1,630,000
The largest supplier of automatic test
equipment for semiconductor
manufacturers, circuit board
manufacturers and telephone line
operators.
------------
$ 4,736,250
------------
FINANCIAL SERVICES - 10.4%
Advanta Corp. 70,000 $ 3,150,000
Originates and services consumer loans,
primarily through direct marketing of
Visa and MasterCharge credit cards.
Federal National Mortgage Association 120,000 3,795,000
U.S. Government sponsored mortgage
lender and provider of secondary
mortgage market.
Franklin Resources Inc. 50,000 $ 2,881,250
Provides investment management and
related services to a family of equity
and fixed income mutual funds.
MBNA Corp. 75,000 2,118,750
Dominant issuer of MasterCard/Visa
credit cards to affinity groups.
MGIC Investment Corp. Wisc. 55,000 3,203,750
The leading provider of private mortgage
insurance coverage to U.S. banks and
other mortgage suppliers.
------------
$ 15,148,750
------------
HOTELS AND RESTAURANTS - 1.8%
Circus Circus Enterprises, Inc. 80,000 $ 2,550,000
Major operator of theme related gaming ------------
facilities including 10 casino-hotels in
Nevada.
HOUSEHOLD PRODUCTS - 2.6%
Gillette Co. 70,000 $ 3,788,750
A global company with internationally ------------
recognized brands in razors and blades,
small appliances, cosmetics, dental and
other consumer products.
INSURANCE - 8.8%
Allstate Corp. 95,000 $ 4,073,125
Leading underwriter of automotive and
homeowners insurance as well as a life
insurance carrier.
American International Group, Inc. 60,000 5,797,500
One of the world's leading insurance
companies, operating in 130 countries.
Progressive Corp., Inc. 65,000 2,990,000
Underwriter of non-standard automobile
and other specialty personal lines of
insurance.
------------
$ 12,860,625
------------
MACHINERY - 2.4%
Deere & Co 90,000 $ 3,521,250
The largest agricultural equipment ------------
company and also producer of earthmoving
and forestry machinery.
METALS & MINING - 5.0%
Freeport McMoRan Copper & Gold, Inc. 100,000 $ 3,200,000
Operator of third largest copper mine in
the world with world's largest gold
reserves.
Nucor Corp. 35,000 1,885,625
Fourth largest US steel company and
largest US minimill.
Potash Corp. of Saskatchewan 30,000 2,227,500
The global leader of potash production
and number three in phosphates, two of
the three components of fertilizer
nutrients.
------------
$ 7,313,125
------------
OIL - 6.0%
Anadarko Petroleum Corp. 100,000 $ 5,450,000
Leading independent natural gas and
crude oil production company.
Triton Energy Corp. 65,000 3,225,625
Independent oil and gas producer with
major developments in Columbia and
Thailand.
------------
$ 8,675,625
------------
PHOTOGRAPHY -- 2.5%
Eastman Kodak Co. 50,000 $ 3,575,000
Largest producer of photographic ------------
products in the world.
PUBLISHING - 2.1%
McGraw Hill Inc. 35,000 $ 3,058,124
Supplies informational products and ------------
services for businesses, education and
industry through a broad range of media.
RETAILING - 2.9%
Home Depot, Inc. 40,000 $ 1,730,000
A chain of do-it-yourself warehouse
style stores.
Lowes Companies 80,000 2,480,000
Operator of discount stores that cater
to home building and the home
improvement market.
------------
$ 4,210,000
------------
SEMICONDUCTORS - 5.2%
Intel Corp. 60,000 $ 3,528,750
A manufacturer of semiconductors and
other microcomputer components and
systems which comprise the heart of the
personal computer.
MEMC Electronic Materials, Inc. 120,000 4,080,000
Worldwide producer of silicon wafers
used in the production of
semiconductors.
------------
$ 7,608,750
------------
TELEPHONE UTILITIES - 1.8%
Frontier Corp. 85,000 $ 2,550,000
Frontier is a local (half Rochester, NY ------------
and half other states) phone company and
the fifth largest long distance carrier.
TOTAL COMMON STOCKS
(IDENTIFIED COST, $100,960,599) $140,230,052
------------
- ------------------------------------------------------------------------------
SHORT-TERM OBLIGATION - 3.4%
- ------------------------------------------------------------------------------
FACE AMOUNT
(000 OMITTED) VALUE
- ------------------------------------------------------------------------------
Prudential Funding Corp., 5.43s, 3/1/96 4,920 $ 4,920,000
------------
TOTAL SHORT-TERM OBLIGATION, AT
AMORTIZED COST $ 4,920,000
------------
TOTAL INVESTMENTS
(IDENTIFIED COST, $105,880,599) $145,150,052
OTHER ASSETS, LESS LIABILITIES - 0.1% $ 186,827
------------
NET ASSETS - 100% $145,336,879
============
*Non-income producing security.
The accompanying notes are an integral part
of the financial statements
<PAGE>
FINANCIAL STATEMENTS
STATEMENT OF ASSETS AND LIABILITIES
- ------------------------------------------------------------------------------
February 29, 1996 (Unaudited)
- ------------------------------------------------------------------------------
ASSETS:
Investments, at value (Note 1A) (identified cost,
$105,880,599) $145,150,052
Cash 1,310
Dividends receivable 189,498
Deferred organization expenses (Note 1C) 11,196
------------
Total assets $145,352,056
LIABILITIES:
Payable to affiliate --
Trustees' fee $ 2,170
Accrued expenses 13,007
-------
Total liabilities 15,177
------------
NET ASSETS applicable to investors' interest in Portfolio $145,336,879
============
SOURCES OF NET ASSETS:
Net proceeds from capital contributions and withdrawals $106,067,426
Unrealized appreciation of investments (computed on
the basis of identified cost) 39,269,453
------------
Total $145,336,879
============
The accompanying notes are an integral part of the financial statements
<PAGE>
STATEMENT OF OPERATIONS
- ------------------------------------------------------------------------------
For the six months ended February 29, 1996 (Unaudited)
- ------------------------------------------------------------------------------
INVESTMENT INCOME:
Income --
Dividends $ 827,613
Interest 180,544
-----------
Total income $ 1,008,157
Expenses --
Investment adviser fee (Note 2) $ 433,594
Compensation of Directors not members of the
Investment Adviser's organization (Note 2) 2,844
Custodian fees (Note 2) 44,252
Legal and accounting services 13,560
Amortization of organization expenses (Note 1C) 1,638
Miscellaneous 2,090
-----------
Total expenses 497,978
-----------
Net investment income $ 510,179
REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
Net realized gain on investment transactions
(identified cost basis) $ 2,997,806
Change in unrealized appreciation of investments 13,252,772
-----------
Net realized and unrealized gain on investments 16,250,578
-----------
Net increase in net assets from operations $16,760,757
===========
The accompanying notes are an integral part of the financial statements
<PAGE>
STATEMENT OF CHANGES IN NET ASSETS
- ------------------------------------------------------------------------------
SIX MONTHS ENDED
FEBRUARY 29, YEAR ENDED
1996 AUGUST 31,
(UNAUDITED) 1995
---------------- ----------------
INCREASE IN NET ASSETS:
From operations --
Net investment income $ 510,179 $ 846,704
Net realized gain on investment
transactions 2,997,806 1,358,348
Change in unrealized
appreciation of investments 13,252,772 16,976,967
------------ ------------
Increase in net assets from
operations $ 16,760,757 $ 19,182,019
------------ ------------
Capital transactions --
Contributions $ 4,900,173 $ 48,765,499
Withdrawals (10,326,651) (65,480,787)
------------ ------------
Decrease in net assets
resulting from capital
transactions $ (5,426,478) $(16,715,288)
------------ ------------
Total increase in net assets $ 11,334,279 $ 2,466,731
NET ASSETS:
At beginning of period 134,002,600 131,535,869
------------ ------------
At end of period $145,336,879 $134,002,600
============ ============
- ------------------------------------------------------------------------------
SUPPLEMENTARY DATA
- ------------------------------------------------------------------------------
SIX MONTHS ENDED YEAR ENDED AUGUST 31,
FEBRUARY 29, 1996 ----------------------
(UNAUDITED) 1995 1994*
----------------- ---- -----
RATIOS (As a percentage of
average net assets):
Expenses 0.72%+ 0.73% 0.73%+
Net investment income 0.74%+ 0.67% 0.66%+
PORTFOLIO TURNOVER 33% 84% 4%
AVERAGE COMMISSION RATE PAID** 0.14%
+Computed on an annualized basis.
*For the period from the start of business, August 2, 1994, to August 31, 1994.
**Average commission rate paid is computed by dividing the total dollar amount
of commissions paid during the fiscal year by the total number of shares
purchased and sold during the fiscal year for which commissions was charged.
Amount is computed on a non-annualized basis.
The accompanying notes are an integral part of the financial statements
<PAGE>
NOTES TO FINANCIAL STATEMENTS
FEBRUARY 29, 1996
(UNAUDITED)
- --------------------------------------------------------------------------------
(1) SIGNIFICANT ACCOUNTING POLICIES
Growth Portfolio (the Portfolio) is registered under the Investment Company
Act of 1940 as a diversified open-end investment company which was organized
as a trust under the laws of the State of New York on August 2, 1994. The
Declaration of Trust permits the Trustees to issue interests in the Portfolio.
Investment operations began on August 2, 1994, with the acquisition of
investments with a value of $127,122,709, including unrealized appreciation of
$6,444,330 in exchange for an interest in the Portfolio by one of the
Portfolio's investors. The following is a summary of significant accounting
policies of the Portfolio. The policies are in conformity with generally
accepted accounting principles.
A. INVESTMENT VALUATIONS -- Investments listed on securities exchanges or in
the NASDAQ National Market are valued at closing sale prices. Listed or
unlisted investments for which closing sale prices are not available are
valued at the mean between the latest bid and asked prices. Short-term
obligations are valued at amortized cost, which approximates value. Foreign
securities held by the Fund are valued in U.S. dollars at the current exchange
rate.
B. INCOME 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. 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
investors' distributive share of the Portfolio's net taxable (if any) and tax-
exempt 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 are being amortized on the straight-line
basis over five years.
D. LEGAL FEES -- Legal fees and other related expenses incurred as part of
negotiations of the terms and requirements of capital infusions, or that are
expected to result in the restructuring of or a plan of reorganization for an
investment are added to the cost of the investment.
E. OTHER -- Investment transactions are accounted for on the date the
investments are purchased or sold. Dividend income and distributions to
shareholders are recorded on the ex-dividend date and interest income is
recorded on the accrual basis.
F. INTERIM FINANCIAL INFORMATION -- The interim financial statements relating
to February 29, 1996 and for the six month period then ended have not been
audited by independent certified public accountants, but in the opinion of the
Fund's management, reflect all adjustments, consisting only of normal
recurring adjustments, necessary for the fair presentation of the financial
statements.
- ------------------------------------------------------------------------------
(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. The fee
is based upon a percentage of average daily net assets. For the six months ended
February 29, 1996, the fee was equivalent to 0.625% of the Portfolio's average
net assets for such period and amounted to $433,594. Except as to Trustees of
the Portfolio who are not members of EVM's or BMR's organization, officers and
Trustees receive remuneration for their services to the Fund out of such
investment adviser fee. Investors Bank & Trust Company (IBT) serves as custodian
of the Portfolio. Prior to November 10, 1995, IBT was an affiliate of EVM.
Pursuant to the custodian agreement, IBT receives a fee reduced by credits which
are determined based on the average daily cash balances the Portfolio maintains
with IBT. Certain of the officers and Trustees of the Portfolio are officers and
directors/trustees of the above organizations. Trustees of the Portfolio that
are not affiliated with the Investment Adviser may elect to defer receipt of all
or a portion of their annual fees in accordance with the terms of the Trustees
Deferred Compensation Plan. For the six months ended February 29, 1996 no
significant amounts have been deferred.
- ------------------------------------------------------------------------------
(3) PURCHASES AND SALES OF INVESTMENTS
Purchases and sales of investments, other than short term obligations,
aggregated $43,499,277 and $51,664,802, respectively.
- ------------------------------------------------------------------------------
(4) FEDERAL INCOME TAX BASIS OF INVESTMENTS
The cost and unrealized appreciation/depreciation in value of the investments
owned at February 29, 1996, as computed on a federal income tax basis, are as
follows:
Aggregate cost $105,880,599
============
Gross unrealized appreciation $ 39,771,279
Gross unrealized depreciation (501,826)
------------
Net unrealized appreciation $ 39,269,453
============
- ------------------------------------------------------------------------------
(5) 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. At February 29, 1996, the Fund
did not have an outstanding balance pursuant to the line of credit.
<PAGE>
INVESTMENT MANAGEMENT
EV MARATHON OFFICERS INDEPENDENT TRUSTEES
GROWTH JAMES B. HAWKES DONALD R. DWIGHT
FUND President, Trustee President,
24 Federal Street M. DOZIER GARDNER Dwight Partners, Inc.
Boston, MA 02110 Vice President Chairman, Newspapers of
WILLIAM D. BURT New England, Inc.
Vice President SAMUEL L. HAYES, III
BARCLAY TITTMANN Jacob H. Schiff Professor of
Vice President Investment Banking,
JAMES L. O'CONNOR Harvard University
Treasurer Graduate School of
THOMAS OTIS Business Administration
Secretary NORTON H. REAMER
President and Director, United Asset
Management Corporation
JOHN L. THORNDIKE
Vice President and Director,
Fiduciary Company Incorporated
JACK L. TREYNOR
Investment Adviser and Consultant
--------------------------------------------------------------
GROWTH OFFICERS INDEPENDENT TRUSTEES
PORTFOLIO JAMES B. HAWKES DONALD R. DWIGHT
24 Federal Street President, Trustee President,
Boston, MA 02110 M. DOZIER GARDNER Dwight Partners, Inc.
Vice President Chairman, Newspapers of
PETER F. KIELY New England, Inc.
Vice President and SAMUEL L. HAYES, III
Portfolio Manager Jacob H. Schiff Professor of
JAMES L. O'CONNOR Investment Banking,
Treasurer Harvard University
THOMAS OTIS Graduate School of
Secretary Business Administration
NORTON H. REAMER
President and Director, United Asset
Management Corporation
JOHN L. THORNDIKE
Vice President and Director,
Fiduciary Company Incorporated
JACK L. TREYNOR
Investment Adviser and Consultant
