GROWTH PORTFOLIO
N-30D, 1996-04-18
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<PAGE>
The Eaton Vance Growth Trust
For the Growth Portfolio

[Logo]

Semi-Annual Shareholder Report
February 29, 1996

Portfolio Investment Advisers
Boston Management and Research
24 Federal Street
Boston, MA 02110

Fund Administrator
Eaton Vance Management
24 Federal Street
Boston, MA 02110
(617) 482-8260

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

<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                       INDEPENDENT TRUSTEES

OFFICERS                                    DONALD R. DWIGHT
                                            President, Dwight Partners, Inc.
JAMES B. HAWKES                             Chairman, Newspapers of New England,
President, Trustee                          Inc.

M. DOZIER GARDNER                           SAMUEL L. HAYES, III
Vice President                              Jacob H. Schiff Professor of
                                            Investment Banking,
PETER F. KIELY                              Harvard University Graduate School
Vice President and                          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                                   Vice President and Director,
                                            Fiduciary Company Incorporated

                                            JACK L. TREYNOR
                                            Investment Adviser and Consultant



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