<PAGE>
THE EATON VANCE GROWTH TRUST
FOR THE GROWTH PORTFOLIO
[LOGO]
ANNUAL SHAREHOLDER REPORT
AUGUST 31, 1996
INVESTMENT ADVISER OF
GROWTH PORTFOLIO
Boston Management and Research
24 Federal Street
Boston, MA 02110
ADMINISTRATOR OF
EV CLASSIC 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
Attn: Eaton Vance Funds
P.O. Box 5123
Westborough, MA 01581-5123
INDEPENDENT ACCOUNTANTS
Coopers & Lybrand L.L.P.
One Post Office Square
Boston, MA 02109
<PAGE>
GROWTH PORTFOLIO
PORTFOLIO OF INVESTMENTS
AUGUST 31, 1996
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COMMON STOCKS - 93.5%
- -------------------------------------------------------------------------------
SHARES VALUE
- -------------------------------------------------------------------------------
BANKS - 1.1%
Banco Latinoamericano 30,000 $ 1,601,250
This specialized multinational bank, ------------
based in Panama City, primarily provides
short-term, trade related financing to
stockholder banks from 22 member
countries in Latin America and the
Caribbean.
BEVERAGES - 2.2%
PepsiCo, Inc. 115,000 $ 3,306,250
Global soft drink producer with ------------
businesses in snack foods and fast food
restaurants.
BUSINESS PRODUCTS AND SERVICES - 8.0%
International Business Machines Corp. 25,000 $ 2,859,375
The world's largest supplier of
hardware, software and support services
in the information processing industry.
Reuters Holdings PLC 50,000 3,493,750
Worldwide provider of proprietary
financial data and information.
Sealed Air Corp.* 33,900 1,283,963
Global manufacturer of a broad line of
protective and specialty packaging materials
and systems.
Xerox Corp. 75,000 4,115,625
The dominant producer of high end
document processing machines.
------------
$ 11,752,713
------------
CHEMICALS - 1.4%
Praxair, Inc. 50,000 $ 2,056,250
The largest producer of industrial gases ------------
in North and South America.
COMPUTER EQUIPMENT AND SERVICES - 6.8%
Automatic Data Processing, Inc. 80,000 $ 3,330,000
The leading independent computing and
payroll processing services firm in the
U.S.
Electronic Data Systems Corp. 65,000 3,542,500
Designs, installs and operates data
processing and communications systems.
Hewlett Packard Co. 70,000 3,062,500
One of the world's most successful high
tech companies. Products include
servers, computers, and workstations for
home and business.
------------
$ 9,935,000
------------
CONSUMER PRODUCTS & SERVICES - 3.5%
Corning, Inc. 85,000 $ 3,166,250
Manufactures specialty glass. Its
consumer products division makes Corelle
dinnerware, Corning Ware cookware, Pyrex
glassware, Serengeti sunglasses, and
Steuben crystal.
Hershey Foods Corp. 22,200 1,934,175
The market leader in U.S. candy
business, produces Hershey Kisses,
Reese's peanut butter cups and York
peppermint patties. It also makes
chocolate related baking products.
------------
$ 5,100,425
------------
DRUGS & HEALTH CARE SERVICES - 15.9%
American Home Products 40,000 $ 2,370,000
Leading manufacturer of prescription
drugs, medical supplies and diagnostics,
as well as agricultural herbicides,
consumer medications and branded food
products.
Astra AB A Free Shares 150,000 6,348,915
Swedish based international
pharmaceutical firm with drugs for the
control of ulcers and asthma.
Boston Scientific Corp.* 80,000 3,670,000
Medical device manufacturer focusing
primarily on disposable products in less
invasive surgery procedures.
Elan Corp. PLC ADR*+ 95,000 2,980,625
Develops drug delivery systems designed
to improve and control the absorption
and utilization of pharmaceutical
compounds.
Pfizer, Inc. 40,000 2,840,000
A large international ethical
pharmaceutical manufacturer with
important positions in hospital products
and animal health.
Sofamor Danek Group, Inc.* 170,000 4,887,500
The dominant supplier of spinal implant
devices used in surgical treatment of
spinal diseases and deformities.
Vencor, Inc.* 9,000 282,375
Managers of acute long-term care
hospitals.
------------
$ 23,379,415
------------
ELECTRONIC INSTRUMENTATION - 1.0%
Millipore Corp. 40,000 $ 1,530,000
Products use membrane separations ------------
technology to analyze and purify fluids
for a variety of high tech industries.
FINANCIAL SERVICES - 9.4%
Advanta Corp. 30,000 $ 1,335,000
Originates and services consumer loans,
primarily through direct marketing of
Visa and MasterCharge credit cards.
Federal National Mortgage Association 120,000 3,720,000
U.S. Government sponsored mortgage
lender and provider of secondary
mortgage market.
Franklin Resources, Inc. 50,000 2,975,000
Provides investment management and
related services to a family of equity
and fixed income mutual funds.
MBNA Corp. 75,000 2,278,125
Dominant issuer of MasterCard/Visa
credit cards to affinity groups.
MGIC Investment Corp. Wisc. 55,000 3,485,625
The leading provider of private mortgage
insurance coverage to U.S. banks and
other mortgage suppliers.
------------
$ 13,793,750
------------
INSURANCE - 9.6%
Allstate Corp. 95,000 $ 4,239,375
Leading underwriter of automotive and
homeowners insurance as well as a life
insurance carrier.
American International Group, Inc. 40,000 3,800,000
One of the world's leading insurance
companies, operating in 130 countries.
Mutual Risk Management Ltd. 80,000 2,520,000
Provides risk management services to
clients seeking an alternative to
traditional commercial insurance,
particularly for workers' compensation.
Progressive Corp., Inc. 65,000 3,534,375
Underwriter of non-standard automobile
and other specialty personal lines of
insurance.
------------
$ 14,093,750
------------
MACHINERY - 3.3%
Deere & Co. 120,000 $ 4,770,000
The largest agricultural equipment ------------
company and also producer of earthmoving
and forestry machinery.
METALS & MINING - 5.8%
Freeport McMoRan Copper & Gold, Inc. 100,000 $ 2,812,500
Operator of third largest copper mine in
the world with world's largest gold
reserves.
J & L Specialty Steel, Inc. 190,000 2,588,750
Manufactures flat rolled stainless
steel. The company's products are used
in a variety of industrial, commercial
and consumer products including chemcial
and refining equipment, cargo containers
and beer kegs.
Potash Corp. of Saskatchewan 40,000 $ 3,040,000
The global leader of potash production
and number three in phosphates, two of
the three components of fertilizer
nutrients.
------------
$ 8,441,250
------------
OIL AND GAS - 4.7%
Anadarko Petroleum Corp. 60,000 $ 3,165,000
Leading independent natural gas and
crude oil production company.
Triton Energy Ltd.* 80,000 3,670,000
Independent oil and gas producer with
major developments in Colombia and
Thailand.
------------
$ 6,835,000
------------
PHOTOGRAPHY - 2.5%
Eastman Kodak Co. 50,000 $ 3,625,000
Largest producer of photographic ------------
products in the world.
PUBLISHING - 2.3%
McGraw Hill, Inc. 70,000 $ 2,870,000
Supplies informational products and
services for businesses, education and
industry through a broad range of media.
Providence Journal Co. Class A* 26,000 503,750
Owns television stations and publishes
newspapers.
------------
$ 3,373,750
------------
RETAILING - 8.2%
Circuit City Stores, Inc. 100,000 $ 3,150,000
The nation's largest retailer of major
appliances and brand name consumer
electronics, including PCs, laptops,
printers, cameras, toasters, blenders,
and stereos.
Home Depot, Inc. 50,000 2,656,250
A chain of do-it-yourself warehouse
style stores.
Lowes Companies 80,000 2,890,000
Operator of discount stores that cater
to home building and the home
improvement market.
Melville Corp. 80,000 3,380,000
Owns CVS drugstores. It also provides
pharmacy services and managed-care drug
programs through PharmaCare Management
Services.
------------
$ 12,076,250
------------
SEMICONDUCTORS - 6.1%
Intel Corp. 60,000 $ 4,788,750
A manufacturer of semiconductors and
other microcomputer components and
systems which comprise the heart of the
personal computer.
MEMC Electronic Materials, Inc.* 120,000 $ 4,230,000
Worldwide producer of silicon wafers
used in the production of
semiconductors.
------------
$ 9,018,750
------------
TRANSPORTATION - 1.7%
Southwest Airlines Co. 110,000 $ 2,516,250
Discount airline expanding throughout ------------
the U.S.
TOTAL COMMON STOCKS
(IDENTIFIED COST, $106,799,647) $137,205,053
------------
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SHORT-TERM OBLIGATIONS - 5.4%
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FACE AMOUNT
(000'S OMITTED)
- -------------------------------------------------------------------------------
American Express Credit Corp., $ 4,000 $ 3,998,827
5.28s, 9/3/96
Associates Corp. of North America, 3,982 3,980,827
5.30s, 9/3/96
------------
TOTAL SHORT-TERM OBLIGATIONS, AT
AMORTIZED COST $ 7,979,654
------------
TOTAL INVESTMENTS - 98.9%
(IDENTIFIED COST, $114,779,301) $145,184,707
OTHER ASSETS, LESS LIABILITIES - 1.1% $ 1,547,183
------------
NET ASSETS - 100% $146,731,890
============
*Non-income producing security.
+ADR - American Depository Receipt.
The accompanying notes are an integral part of the financial statements
<PAGE>
FINANCIAL STATEMENTS
STATEMENT OF ASSETS AND LIABILITIES
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August 31, 1996
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ASSETS:
Investments, at value (Note 1A) (identified cost,
$114,779,301) $145,184,707
Cash 3,312
Foreign currency, at value (cost, $54,291) 55,451
Receivable for investments sold 3,828,459
Dividends receivable 168,672
Deferred organization expenses (Note 1D) 9,540
Other receivables 18,490
------------
Total assets $149,268,631
LIABILITIES:
Payable for investments purchased $2,517,055
Payable to affiliate --
Trustees' fee 730
Accrued expenses 18,956
----------
Total liabilities 2,536,741
------------
NET ASSETS applicable to investors' interest in Portfolio $146,731,890
============
SOURCES OF NET ASSETS:
Net proceeds from capital contributions and
withdrawals $116,325,076
Unrealized appreciation of investments and
foreign currency (computed on the basis of
identified cost) 30,406,814
------------
Total $146,731,890
============
The accompanying notes are an integral part of the financial statements
<PAGE>
STATEMENT OF OPERATIONS
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For the year ended August 31, 1996
- -------------------------------------------------------------------------------
INVESTMENT INCOME:
Income --
Dividends (net of withholding tax of $30,981) $ 1,765,188
Interest 314,006
-----------
Total income $ 2,079,194
Expenses --
Investment adviser fee (Note 2) $ 897,686
Compensation of Trustees not members of the
Investment Adviser's organization (Note 2) 5,765
Custodian fee 87,366
Legal and accounting services 34,869
Amortization of organization expenses (Note 1C) 3,294
Miscellaneous 4,619
-----------
Total expenses 1,033,599
-----------
Net investment income $ 1,045,595
REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
Net realized gain on investment transactions
(identified cost basis) $15,075,037
Change in unrealized appreciation of investments 4,390,133
-----------
Net realized and unrealized gain on
investments and foreign currency $19,465,170
-----------
Net increase in net assets from operations $20,510,765
===========
The accompanying notes are an integral part of the financial statements
<PAGE>
STATEMENT OF CHANGES IN NET ASSETS
- ------------------------------------------------------------------------------
YEAR ENDED AUGUST 31,
------------------------------------
1996 1995
------ ------
INCREASE IN NET ASSETS:
From operations --
Net investment income $ 1,045,595 $ 846,704
Net realized gain on investment
transactions 15,075,037 1,358,348
Change in unrealized
appreciation of investments 4,390,133 16,976,967
------------ ------------
Net increase in net assets
from operations $ 20,510,765 $ 19,182,019
------------ ------------
Capital transactions --
Contributions $ 12,571,319 $ 48,765,499
Withdrawals (20,352,794) (65,480,787)
------------ ------------
Decrease in net assets
resulting from capital
transactions $ (7,781,475) $(16,715,288)
------------ ------------
Total increase in net assets $ 12,729,290 $ 2,466,731
NET ASSETS:
At beginning of year 134,002,600 131,535,869
------------ ------------
At end of year $146,731,890 $134,002,600
============ ============
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SUPPLEMENTARY DATA
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YEAR ENDED AUGUST 31,
-------------------------------------
1996 1995 1994*
------ ------ --------
RATIOS (As a percentage of average
daily net assets):
Expenses 0.72% 0.73% 0.73%+
Net investment income 0.73% 0.67% 0.66%+
PORTFOLIO TURNOVER 62% 84% 4%
AVERAGE COMMISSION RATE PAID** $0.0595 -- --
+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 were
charged. For fiscal years beginning on or after September 1, 1995, the
Portfolio is required to disclose its average commission rate per share for
security trades on which commissions are charged.
The accompanying notes are an integral part of the financial statements
<PAGE>
NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 1996
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(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 on
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 Portfolio 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. EXPENSE REDUCTION -- The Portfolio has entered into an arrangement with its
custodian agent whereby interest earned on uninvested cash balances are used
to offset custody fees. All significant reductions are reported as a reduction
of expenses in the Statement of Operations.
D. DEFERRED ORGANIZATION EXPENSES -- Costs incurred by the Portfolio in
connection with its organization are being amortized on the straight-line
basis over five years.
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. USE OF ESTIMATES -- The preparation of the 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.
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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. The fee
is based upon a percentage of average daily net assets. For the year ended
August 31, 1996, the fee was equivalent to 0.625% of the Portfolio's average net
assets for such period and amounted to $897,686. 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 Portfolio out of such
investment adviser fee. 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 year ended August 31, 1996 no
significant amounts have been deferred.
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(3) PURCHASES AND SALES OF INVESTMENTS
Purchases and sales of investments, other than short-term obligations,
aggregated $84,757,949 and $99,136,218, respectively.
- ------------------------------------------------------------------------------
(4) FEDERAL INCOME TAX BASIS OF INVESTMENTS
The cost and unrealized appreciation/depreciation in value of the investments
owned at August 31, 1996, as computed on a federal income tax basis, are as
follows:
Aggregate cost $114,779,301
============
Gross unrealized appreciation $ 32,683,716
Gross unrealized depreciation (2,276,902)
-----------
Net unrealized appreciation $ 30,406,814
============
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(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 year. At August 31, 1996, the Fund did
not have an outstanding balance pursuant to the line of credit.
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
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TO THE TRUSTEES AND INVESTORS OF
GROWTH PORTFOLIO:
We have audited the accompanying statement of assets and liabilities of
Growth Portfolio, including the portfolio of investments, as of August 31, 1996,
and the related statement of operations for the year then ended, the statement
of changes in net assets for each of the two years in the period then ended, and
the supplementary data for each of the two years in the period then ended and
for the period from August 2, 1994 (start of business) to August 31, 1994. These
financial statements and supplementary data are the responsibility of the
Portfolio's management. Our responsibility is to express an opinion on these
financial statements and supplementary data based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and supplementary
data are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclo~ sures in the financial
statements. Our procedures included confirmation of securities owned as of
August 31, 1996 by correspondence with the custodian and brokers. An audit also
includes assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements and supplementary data referred to
above present fairly, in all material respects, the financial position of Growth
Portfolio as of August 31, 1996, the results of its operations for the year then
ended, the changes in its net assets for each of the two years in the period
then ended, and the supplementary data for each of the two years in the period
then ended, and for the period from August 2, 1994 (start of business) to August
31, 1994, in conformity with generally accepted accounting principles.
COOPERS & LYBRAND L.L.P.
BOSTON, MASSACHUSETTS
SEPTEMBER 30, 1996
<PAGE>
INVESTMENT MANAGEMENT FOR GROWTH PORTFOLIO
OFFICERS INDEPENDENT TRUSTEES
JAMES B. HAWKES DONALD R. DWIGHT
President, Trustee President, Dwight Partners, Inc.
M. DOZIER GARDNER Chairman, Newspapers of
Vice President, New England, Inc.
THOMAS E. FAUST, JR. SAMUEL L. HAYES, III
Vice President and Jacob H. Schiff Professor of
Portfolio Manager Investment Banking, Harvard
JAMES L. O'CONNOR University Graduate School of
Treasurer Business Administration
THOMAS OTIS NORTON H. REAMER
Secretary President and Director, United Asset
Management Corporation
JOHN L. THORNDIKE
Vice President and Director,
Fiduciary Company Incorporated
JACK L. TREYNOR
Investment Adviser and Consultant
