Tax-Managed Multi-Cap Growth Portfolio NCSRS Certified semi-annual shareholder report (management investment company)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES

Investment Company Act File Number: 811-09837

Tax-Managed Multi-Cap Growth Portfolio

(Exact Name of Registrant as Specified in Charter)

Two International Place, Boston, Massachusetts 02110
(Address of Principal Executive Offices)

Maureen A. Gemma
Two International Place, Boston, Massachusetts 02110
(Name and Address of Agent for Services)

(617) 482-8260

(Registrant’s Telephone Number)

October 31

Date of Fiscal Year End

April 30, 2011

Date of Reporting Period

Item 1. Reports to Stockholders

Tax-Managed Multi-Cap Growth Portfolio

April 30, 2011

Portfolio of Investments (Unaudited)


Common Stocks — 98.2%⁽¹⁾

Security	Shares		Value



Aerospace & Defense — 1.7%

Precision Castparts Corp.		13,900	$	2,147,828


			$	2,147,828




Air Freight & Logistics — 1.4%

Expeditors International of Washington, Inc.		33,300	$	1,807,191


			$	1,807,191




Auto Components — 0.7%

Lear Corp.		17,200	$	879,608


			$	879,608




Beverages — 1.5%

Anheuser-Busch InBev NV ADR		29,100	$	1,861,527


			$	1,861,527




Capital Markets — 2.4%

Lazard, Ltd., Class A		44,700	$	1,832,700
T. Rowe Price Group, Inc.		19,300		1,240,025


			$	3,072,725




Chemicals — 3.3%

Albemarle Corp.		20,800	$	1,467,440
Celanese Corp., Class A		29,900		1,492,608
Monsanto Co.		18,400		1,251,936


			$	4,211,984




Commercial Services & Supplies — 1.3%

Waste Connections, Inc.		52,750	$	1,623,117


			$	1,623,117




Communications Equipment — 6.3%

Acme Packet, Inc.⁽²⁾		6,200	$	512,182
Brocade Communications Systems, Inc.⁽²⁾		405,600		2,535,000
QUALCOMM, Inc.		35,800		2,034,872
Research In Motion, Ltd.⁽²⁾		25,800		1,255,170
Riverbed Technology, Inc.⁽²⁾		41,600		1,461,824
Sycamore Networks, Inc.		14,100		345,450


			$	8,144,498




Computers & Peripherals — 8.0%

Apple, Inc.⁽²⁾		14,600	$	5,084,158
EMC Corp.⁽²⁾		135,100		3,828,734
Quantum Corp.⁽²⁾		443,100		1,409,058


			$	10,321,950




Construction & Engineering — 1.0%

Foster Wheeler AG⁽²⁾		36,000	$	1,280,520


			$	1,280,520




Diversified Financial Services — 2.4%

CME Group, Inc.		5,000	$	1,478,850
Moody’s Corp.		40,000		1,565,600


			$	3,044,450




Electrical Equipment — 2.9%

Emerson Electric Co.		25,400	$	1,543,304
Regal Beloit Corp.		28,600		2,167,594


			$	3,710,898




Energy Equipment & Services — 3.9%

Halliburton Co.		44,700	$	2,256,456
Rowan Cos., Inc.⁽²⁾		24,600		1,025,820
Tidewater, Inc.		29,500		1,755,545


			$	5,037,821




Food Products — 2.0%

Green Mountain Coffee Roasters, Inc.⁽²⁾		38,300	$	2,564,568


			$	2,564,568




Health Care Equipment & Supplies — 1.6%

Analogic Corp.		12,300	$	709,341
St. Jude Medical, Inc.		26,100		1,394,784


			$	2,104,125




Health Care Providers & Services — 5.5%

AmerisourceBergen Corp.		47,300	$	1,922,272
Catalyst Health Solutions, Inc.⁽²⁾		12,800		762,368
Express Scripts, Inc.⁽²⁾		34,900		1,980,226
MEDNAX, Inc.⁽²⁾		20,400		1,446,768
Team Health Holdings, Inc.⁽²⁾		48,200		958,216


			$	7,069,850

See Notes to Financial Statements.

Tax-Managed Multi-Cap Growth Portfolio

April 30, 2011

Portfolio of Investments (Unaudited) — continued


Security	Shares		Value


Health Care Technology — 1.0%

Allscripts Healthcare Solutions, Inc.⁽²⁾		61,200	$	1,318,248


			$	1,318,248




Hotels, Restaurants & Leisure — 1.9%

Royal Caribbean Cruises, Ltd.⁽²⁾		15,400	$	613,228
Yum! Brands, Inc.		34,400		1,845,216


			$	2,458,444




Household Durables — 2.1%

Tempur-Pedic International, Inc.⁽²⁾		42,072	$	2,641,280


			$	2,641,280




Household Products — 2.2%

Church & Dwight Co., Inc.		16,000	$	1,319,680
Henkel AG & Co. KGaA		25,800		1,464,730


			$	2,784,410




Insurance — 2.4%

Aflac, Inc.		31,800	$	1,786,842
Lincoln National Corp.		42,400		1,324,152


			$	3,110,994




Internet & Catalog Retail — 3.2%

Amazon.com, Inc.⁽²⁾		11,100	$	2,181,150
Priceline.com, Inc.⁽²⁾		3,500		1,914,535


			$	4,095,685




Internet Software & Services — 5.1%

Rackspace Hosting, Inc.⁽²⁾		67,000	$	3,094,730
SAVVIS, Inc.⁽²⁾		54,500		2,145,120
VeriSign, Inc.		36,000		1,330,560


			$	6,570,410




IT Services — 0.8%

Accenture PLC, Class A		18,800	$	1,074,044


			$	1,074,044




Machinery — 4.0%

Danaher Corp.		38,900	$	2,148,836
Kennametal, Inc.		30,800		1,300,376
Parker Hannifin Corp.		17,900		1,688,328


			$	5,137,540




Media — 3.0%

IMAX Corp.⁽²⁾		42,100	$	1,476,868
Sirius XM Radio, Inc.⁽²⁾		567,200		1,128,728
Walt Disney Co. (The)		30,100		1,297,310


			$	3,902,906




Metals & Mining — 1.2%

Cliffs Natural Resources, Inc.		16,400	$	1,537,008


			$	1,537,008




Oil, Gas & Consumable Fuels — 6.8%

Cabot Oil & Gas Corp.		34,000	$	1,913,520
Chesapeake Energy Corp.		18,400		619,528
Hess Corp.		20,900		1,796,564
James River Coal Co.⁽²⁾		75,100		1,751,332
NAL Energy Corp.		100,000		1,317,973
Rosetta Resources, Inc.⁽²⁾		28,255		1,297,752


			$	8,696,669




Personal Products — 1.0%

Estee Lauder Cos., Inc., Class A		13,200	$	1,280,400


			$	1,280,400




Pharmaceuticals — 3.7%

Allergan, Inc.		25,700	$	2,044,692
Teva Pharmaceutical Industries, Ltd. ADR		18,000		823,140
Warner Chilcott PLC, Class A		81,000		1,867,050


			$	4,734,882




Road & Rail — 1.2%

Kansas City Southern⁽²⁾		26,932	$	1,565,019


			$	1,565,019




Semiconductors & Semiconductor Equipment — 4.1%

Cirrus Logic, Inc.⁽²⁾		101,500	$	1,680,840
Cypress Semiconductor Corp.⁽²⁾		91,400		1,988,864
Veeco Instruments, Inc.⁽²⁾		31,800		1,625,934


			$	5,295,638




Software — 2.6%

Oracle Corp.		71,700	$	2,584,785
VMware, Inc., Class A⁽²⁾		7,600		725,268


			$	3,310,053

See Notes to Financial Statements.

Tax-Managed Multi-Cap Growth Portfolio

April 30, 2011

Portfolio of Investments (Unaudited) — continued


Security	Shares		Value


Specialty Retail — 1.1%

Advance Auto Parts, Inc.		20,696	$	1,354,760


			$	1,354,760




Textiles, Apparel & Luxury Goods — 1.7%

NIKE, Inc., Class B		12,400	$	1,020,768
Warnaco Group, Inc. (The)⁽²⁾		19,000		1,222,840


			$	2,243,608




Trading Companies & Distributors — 1.6%

WESCO International, Inc.⁽²⁾		32,546	$	2,016,225


			$	2,016,225




Wireless Telecommunication Services — 1.6%

Sprint Nextel Corp.⁽²⁾		406,900	$	2,107,742


			$	2,107,742



Total Common Stocks
(identified cost $101,740,124)			$	126,118,625


Short-Term Investments — 2.6%

	Interest
Description	(000’s omitted)		Value


Eaton Vance Cash Reserves Fund, LLC, 0.16%⁽³⁾	$	3,305	$	3,304,551



Total Short-Term Investments
(identified cost $3,304,551)			$	3,304,551



Total Investments — 100.8%
(identified cost $105,044,675)			$	129,423,176


Covered Call Options Written — (0.2)%

	Number of		Strike		Expiration
Security	Contracts		Price		Date		Value


Acme Packet, Inc.		62	$	85.00		5/21/11	$	(16,895	)
Amazon.com, Inc.		28		185.00		5/21/11		(34,930	)
Amazon.com, Inc.		22		200.00		6/18/11		(12,958	)
Apple, Inc.		37		375.00		5/21/11		(3,330	)
Danaher Corp.		100		55.00		5/21/11		(11,000	)
EMC Corp.		355		29.00		5/21/11		(14,200	)
Green Mountain Coffee Roasters, Inc.		50		72.50		5/21/11		(6,900	)
Halliburton Co.		55		52.50		5/21/11		(3,575	)
IMAX Corp.		85		32.00		5/21/11		(28,475	)
Lazard, Ltd., Class A		95		45.00		5/21/11		(475	)
Priceline.com, Inc.		9		515.00		5/21/11		(41,400	)
Rackspace Hosting, Inc.		170		50.00		5/21/11		(16,575	)
Rowan Cos., Inc.		90		45.00		5/21/11		(2,700	)
SAVVIS, Inc.		137		39.00		5/21/11		(6,165	)
Tempur-Pedic International, Inc.		70		60.00		5/21/11		(24,500	)
Tidewater, Inc.		105		65.00		5/21/11		(788	)
VeriSign, Inc.		360		39.00		5/21/11		(4,320	)



Total Covered Call Options Written
(premiums received $193,997)							$	(229,186	)



Other Assets, Less Liabilities — (0.6)%							$	(744,823	)



Net Assets — 100.0%							$	128,449,167

The percentage shown for each investment category in the Portfolio of Investments is based on net assets.


ADR		- American Depositary Receipt


⁽¹⁾		A portion of each applicable common stock for which a written call option is outstanding at April 30, 2011 has been pledged as collateral for such written option.

⁽²⁾		Non-income producing security.

⁽³⁾		Affiliated investment company available to Eaton Vance portfolios and funds which invests in high quality, U.S. dollar denominated money market instruments. The rate shown is the annualized seven-day yield as of April 30, 2011.

See Notes to Financial Statements.

Tax-Managed Multi-Cap Growth Portfolio

April 30, 2011

Statement of Assets and Liabilities (Unaudited)


Assets	April 30, 2011

Unaffiliated investments, at value (identified cost, $101,740,124)	$	126,118,625
Affiliated investment, at value (identified cost, $3,304,551)		3,304,551
Dividends receivable		57,144
Interest receivable from affiliated investment		192
Receivable for investments sold		1,774,116
Written options premiums receivable		13,404
Tax reclaims receivable		13,343


Total assets	$	131,281,375





Liabilities

Written options outstanding, at value (premiums received, $193,997)	$	229,186
Payable for investments purchased		2,489,592	��
Payable to affiliates:
Investment adviser fee		66,998
Trustees’ fees		393
Accrued expenses		46,039


Total liabilities	$	2,832,208


Net Assets applicable to investors’ interest in Portfolio	$	128,449,167





Sources of Net Assets

Net proceeds from capital contributions and withdrawals	$	104,105,608
Net unrealized appreciation		24,343,559


Total	$	128,449,167

See Notes to Financial Statements.

Tax-Managed Multi-Cap Growth Portfolio

April 30, 2011

Statement of Operations (Unaudited)


	Six Months Ended
Investment Income	April 30, 2011

Dividends (net of foreign taxes, $13,749)	$	544,287
Interest allocated from affiliated investment		1,460
Expenses allocated from affiliated investment		(69	)


Total investment income	$	545,678





Expenses

Investment adviser fee	$	402,163
Trustees’ fees and expenses		2,267
Custodian fee		31,686
Legal and accounting services		18,874
Miscellaneous		2,922


Total expenses	$	457,912


Deduct —
Reduction of custodian fee	$	12


Total expense reductions	$	12



Net expenses	$	457,900



Net investment income	$	87,778





Realized and Unrealized Gain (Loss)

Net realized gain (loss) —
Investment transactions	$	17,585,920
Investment transactions allocated from affiliated investment		12
Written options		167,386
Foreign currency transactions		(1,791	)


Net realized gain	$	17,751,527


Change in unrealized appreciation (depreciation) —
Investments	$	5,994,107
Written options		(35,189	)
Foreign currency		1,523


Net change in unrealized appreciation (depreciation)	$	5,960,441



Net realized and unrealized gain	$	23,711,968



Net increase in net assets from operations	$	23,799,746

See Notes to Financial Statements.

Tax-Managed Multi-Cap Growth Portfolio

April 30, 2011

Statements of Changes in Net Assets


	Six Months Ended
	April 30, 2011			Year Ended
Increase (Decrease) in Net Assets	(Unaudited)			October 31, 2010

From operations —
Net investment income	$	87,778		$	2,884
Net realized gain from investment transactions, written options and foreign currency transactions		17,751,527			16,861,981
Net change in unrealized appreciation (depreciation) from investments, written options and foreign currency		5,960,441			(930,543	)


Net increase in net assets from operations	$	23,799,746		$	15,934,322


Capital transactions —
Contributions	$	21,920,988		$	2,348,316
Withdrawals		(37,731,244	)		(24,938,855	)


Net decrease in net assets from capital transactions	$	(15,810,256	)	$	(22,590,539	)



Net increase (decrease) in net assets	$	7,989,490		$	(6,656,217	)





Net Assets

At beginning of period	$	120,459,677		$	127,115,894


At end of period	$	128,449,167		$	120,459,677

See Notes to Financial Statements.

Tax-Managed Multi-Cap Growth Portfolio

April 30, 2011

Supplementary Data


	Six Months Ended			Year Ended October 31,
	April 30, 2011
Ratios/Supplemental Data	(Unaudited)			2010			2009			2008			2007			2006

Ratios (as a percentage of average daily net assets):
Expenses⁽¹⁾		0.74	%⁽²⁾		0.76	%		0.76	%		0.76	%		0.72	%		0.76	%⁽³⁾
Net investment income		0.14	%⁽²⁾⁽⁴⁾		0.00	%⁽⁵⁾⁽⁶⁾		0.39	%		0.54	%		2.24	%⁽⁷⁾		0.59	%
Portfolio Turnover		83	%⁽⁸⁾		200	%		205	%		283	%		157	%		181	%


Total Return		21.03	%⁽⁸⁾		13.37	%		21.24	%		(43.60	)%		44.75	%		20.69	%



Net assets, end of period (000’s omitted)	$	128,449		$	120,460		$	127,116		$	140,510		$	218,931		$	150,563


⁽¹⁾		Excludes the effect of custody fee credits, if any, of less than 0.005%.
⁽²⁾		Annualized.
⁽³⁾		The investment adviser voluntarily waived a portion of its investment adviser fee (equal to less than 0.01% of average daily net assets for the year ended October 31, 2006).
⁽⁴⁾		Includes special dividends equal to 0.23% of average daily net assets.
⁽⁵⁾		Includes special dividends equal to 0.10% of average daily net assets.
⁽⁶⁾		Amount is less than 0.005%.
⁽⁷⁾		Includes special dividends equal to 1.85% of average daily net assets.
⁽⁸⁾		Not annualized.

See Notes to Financial Statements.

Tax-Managed Multi-Cap Growth Portfolio

April 30, 2011

Notes to Financial Statements (Unaudited)

1 Significant Accounting Policies

Tax-Managed Multi-Cap Growth Portfolio (the Portfolio) is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as a diversified, open-end management investment company. The Portfolio’s investment objective is to achieve long-term, after-tax returns. The Declaration of Trust permits the Trustees to issue interests in the Portfolio. At April 30, 2011, Eaton Vance Tax-Managed Multi-Cap Growth Fund and Eaton Vance Tax-Managed Equity Asset Allocation Fund held an interest of 56.0% and 44.0%, respectively, in the Portfolio.

The following is a summary of significant accounting policies of the Portfolio. The policies are in conformity with accounting principles generally accepted in the United States of America.

A Investment Valuation — Equity securities (including common shares of closed-end investment companies) listed on a U.S. securities exchange generally are valued at the last sale or closing price on the day of valuation or, if no sales took place on such date, at the mean between the closing bid and asked prices therefore on the exchange where such securities are principally traded. Equity securities listed on the NASDAQ Global or Global Select Market generally are valued at the NASDAQ official closing price. Unlisted or listed securities for which closing sales prices or closing quotations are not available are valued at the mean between the latest available bid and asked prices or, in the case of preferred equity securities that are not listed or traded in the over-the-counter market, by a third party pricing service that will use various techniques that consider factors including, but not limited to, prices or yields of securities with similar characteristics, benchmark yields, broker/dealer quotes, quotes of underlying common stock, issuer spreads, as well as industry and economic events. Exchange-traded options are valued at the mean between the bid and asked prices at valuation time as reported by the Options Price Reporting Authority for U.S. listed options or by the relevant exchange or board of trade for non-U.S. listed options. Over-the-counter options are valued by a third party pricing service using techniques that consider factors including the value of the underlying instrument, the volatility of the underlying instrument and the period of time until option expiration. Short-term debt securities purchased with a remaining maturity of sixty days or less are generally valued at amortized cost, which approximates market value. Foreign securities and currencies are valued in U.S. dollars, based on foreign currency exchange rate quotations supplied by a third party pricing service. The pricing service uses a proprietary model to determine the exchange rate. Inputs to the model include reported trades and implied bid/ask spreads. The daily valuation of exchange-traded foreign securities generally is determined as of the close of trading on the principal exchange on which such securities trade. Events occurring after the close of trading on foreign exchanges may result in adjustments to the valuation of foreign securities to more accurately reflect their fair value as of the close of regular trading on the New York Stock Exchange. When valuing foreign equity securities that meet certain criteria, the Trustees have approved the use of a fair value service that values such securities to reflect market trading that occurs after the close of the applicable foreign markets of comparable securities or other instruments that have a strong correlation to the fair-valued securities. Investments for which valuations or market quotations are not readily available or are deemed unreliable are valued at fair value using methods determined in good faith by or at the direction of the Trustees of the Portfolio in a manner that most fairly reflects the security’s value, or the amount that the Portfolio might reasonably expect to receive for the security upon its current sale in the ordinary course. Each such determination is based on a consideration of all relevant factors, which are likely to vary from one pricing context to another. These factors may include, but are not limited to, the type of security, the existence of any contractual restrictions on the security’s disposition, the price and extent of public trading in similar securities of the issuer or of comparable companies or entities, quotations or relevant information obtained from broker-dealers or other market participants, information obtained from the issuer, analysts, and/or the appropriate stock exchange (for exchange-traded securities), an analysis of the company’s or entity’s financial condition, and an evaluation of the forces that influence the issuer and the market(s) in which the security is purchased and sold.

The Portfolio may invest in Eaton Vance Cash Reserves Fund, LLC (Cash Reserves Fund), an affiliated investment company managed by Eaton Vance Management (EVM). Cash Reserves Fund generally values its investment securities utilizing the amortized cost valuation technique in accordance with Rule 2a-7 under the 1940 Act. This technique involves initially valuing a portfolio security at its cost and thereafter assuming a constant amortization to maturity of any discount or premium. If amortized cost is determined not to approximate fair value, Cash Reserves Fund may value its investment securities based on available market quotations provided by a third party pricing service.

B Investment Transactions — Investment transactions for financial statement purposes are accounted for on a trade date basis. Realized gains and losses on investments sold are determined on the basis of identified cost.

C Income — Dividend income is recorded on the ex-dividend date for dividends received in cash and/or securities. However, if the ex-dividend date has passed, certain dividends from foreign securities are recorded as the Portfolio is informed of the ex-dividend date. Withholding taxes on foreign dividends and capital gains have been provided for in accordance with the Portfolio’s understanding of the applicable countries’ tax rules and rates. Interest income is recorded on the basis of interest accrued, adjusted for amortization of premium or accretion of discount.

D Federal Taxes — The Portfolio has elected to be 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 on its share of taxable income. Since at least one of the Portfolio’s investors is a regulated investment company that invests all or substantially all of its 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 investor’s distributive share of the Portfolio’s net investment income, net realized capital gains and any other items of income, gain, loss, deduction or credit.

As of April 30, 2011, the Portfolio had no uncertain tax positions that would require financial statement recognition, de-recognition, or disclosure. Each of the Portfolio’s federal tax returns filed in the 3-year period ended October 31, 2010 remains subject to examination by the Internal Revenue Service.

Tax-Managed Multi-Cap Growth Portfolio

April 30, 2011

Notes to Financial Statements (Unaudited) — continued

E Expense Reduction — State Street Bank and Trust Company (SSBT) serves as custodian of the Portfolio. Pursuant to the custodian agreement, SSBT receives a fee reduced by credits, which are determined based on the average daily cash balance the Portfolio maintains with SSBT. All credit balances, if any, used to reduce the Portfolio’s custodian fees are reported as a reduction of expenses in the Statement of Operations.

F Foreign Currency Translation — Investment valuations, other assets, and liabilities initially expressed in foreign currencies are translated each business day into U.S. dollars based upon current exchange rates. Purchases and sales of foreign investment securities and income and expenses denominated in foreign currencies are translated into U.S. dollars based upon currency exchange rates in effect on the respective dates of such transactions. Recognized gains or losses on investment transactions attributable to changes in foreign currency exchange rates are recorded for financial statement purposes as net realized gains and losses on investments. That portion of unrealized gains and losses on investments that results from fluctuations in foreign currency exchange rates is not separately disclosed.

G Use of Estimates — The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America 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 income and expense during the reporting period. Actual results could differ from those estimates.

H Indemnifications — Under the Portfolio’s organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the Portfolio. Under Massachusetts law, if certain conditions prevail, interestholders in the Portfolio could be deemed to have personal liability for the obligations of the Portfolio. However, the Portfolio’s Declaration of Trust contains an express disclaimer of liability on the part of Portfolio interestholders and the By-laws provide that the Portfolio shall assume the defense on behalf of any Portfolio interestholder. Moreover, the By-laws also provide for indemnification out of Portfolio property of any interestholder held personally liable solely by reason of being or having been an interestholder for all loss or expense arising from such liability. Additionally, in the normal course of business, the Portfolio enters into agreements with service providers that may contain indemnification clauses. The Portfolio’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Portfolio that have not yet occurred.

I Written Options — Upon the writing of a call or a put option, the premium received by the Portfolio is included in the Statement of Assets and Liabilities as a liability. The amount of the liability is subsequently marked-to-market to reflect the current market value of the option written, in accordance with the Portfolio’s policies on investment valuations discussed above. Premiums received from writing options which expire are treated as realized gains. Premiums received from writing options which are exercised or are closed are added to or offset against the proceeds or amount paid on the transaction to determine the realized gain or loss. When an index option is exercised, the Fund is required to deliver an amount of cash determined by the excess of the strike price of the option over the value of the index (in the case of a put) or the excess of the value of the index over the strike price of the option (in the case of a call) at contract termination. If a put option on a security is exercised, the premium reduces the cost basis of the securities purchased by the Portfolio. The Portfolio, as a writer of an option, may have no control over whether the underlying securities or other assets may be sold (call) or purchased (put) and, as a result, bears the market risk of an unfavorable change in the price of the securities or other assets underlying the written option. The Portfolio may also bear the risk of not being able to enter into a closing transaction if a liquid secondary market does not exist.

J Interim Financial Statements — The interim financial statements relating to April 30, 2011 and for the six months then ended have not been audited by an independent registered public accounting firm, but in the opinion of the Portfolio’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 subsidiary of EVM, as compensation for investment advisory services rendered to the Portfolio. The fee is computed at an annual rate of 0.65% of the Portfolio’s average daily net assets up to $500 million, and is payable monthly. On net assets of $500 million and over, the annual fee is reduced. The Portfolio invests its cash in Cash Reserves Fund. EVM does not currently receive a fee for advisory services provided to Cash Reserves Fund. For the six months ended April 30, 2011, the Portfolio’s investment adviser fee amounted to $402,163 or 0.65% (annualized) of the Portfolio’s average daily net assets.

Except for Trustees of the Portfolio who are not members of EVM’s or BMR’s organizations, officers and Trustees receive remuneration for their services to the Portfolio out of the investment adviser fee. Trustees of the Portfolio who are not affiliated with the investment adviser may elect to defer receipt of all or a percentage of their annual fees in accordance with the terms of the Trustees Deferred Compensation Plan. For the six months ended April 30, 2011, no significant amounts have been deferred. Certain officers and Trustees of the Portfolio are officers of the above organizations.

3 Purchases and Sales of Investments

Purchases and sales of investments, other than short-term obligations, aggregated $100,806,209 and $106,889,476, respectively, for the six months ended April 30, 2011.

Tax-Managed Multi-Cap Growth Portfolio

April 30, 2011

Notes to Financial Statements (Unaudited) — continued

4 Federal Income Tax Basis of Investments

The cost and unrealized appreciation (depreciation) of investments of the Portfolio at April 30, 2011, as determined on a federal income tax basis, were as follows:


Aggregate cost	$	105,919,659



Gross unrealized appreciation	$	23,955,561
Gross unrealized depreciation		(452,044	)



Net unrealized appreciation	$	23,503,517

5 Financial Instruments

The Portfolio may trade in financial instruments with off-balance sheet risk in the normal course of its investing activities. These financial instruments may include written options and may involve, to a varying degree, elements of risk in excess of the amounts recognized for financial statement purposes. The notional or contractual amounts of these instruments represent the investment the Portfolio has in particular classes of financial instruments and do not necessarily represent the amounts potentially subject to risk. The measurement of the risks associated with these instruments is meaningful only when all related and offsetting transactions are considered. A summary of written call options at April 30, 2011 is included in the Portfolio of Investments.

Written call options activity for the six months ended April 30, 2011 was as follows:


	Number of			Premiums
	Contracts			Received


Outstanding, beginning of period		—		$	—
Options written		5,370			416,467
Options terminated in closing purchase transactions		(4	)		(87	)
Options exercised		(475	)		(54,994	)
Options expired		(3,061	)		(167,389	)



Outstanding, end of period		1,830		$	193,997

At April 30, 2011, the Portfolio had sufficient cash and/or securities to cover commitments under these contracts.

The Portfolio is subject to equity price risk in the normal course of pursuing its investment objective. The Portfolio writes covered call options on individual stocks above the current value of the stock to generate premium income. In writing call options on individual stocks, the Portfolio in effect, sells potential appreciation in the value of the applicable stock above the exercise price in exchange for the option premium received. The Portfolio retains the risk of loss, minus the premium received, should the price of the underlying stock decline. The Portfolio is not subject to counterparty credit risk with respect to its written options as the Portfolio, not the counterparty, is obligated to perform under such derivatives.

The fair value of derivative instruments (not considered to be hedging instruments for accounting disclosure purposes) and whose primary underlying risk exposure is equity price risk at April 30, 2011 was as follows:


	Fair Value

	Asset Derivative		Liability Derivative⁽¹⁾


Written options	$	—	$	(229,186	)


⁽¹⁾		Statement of Assets and Liabilities location: Written options outstanding, at value.

Tax-Managed Multi-Cap Growth Portfolio

April 30, 2011

Notes to Financial Statements (Unaudited) — continued

The effect of derivative instruments (not considered to be hedging instruments for accounting disclosure purposes) on the Statement of Operations and whose primary underlying risk exposure is equity price risk for the six months ended April 30, 2011 was as follows:


	Realized Gain (Loss)		Change in Unrealized
	on Derivatives Recognized		Appreciation (Depreciation) on
	in Income⁽¹⁾		Derivatives Recognized in Income⁽²⁾


Written options	$	167,386	$	(35,189	)


⁽¹⁾		Statement of Operations location: Net realized gain (loss) – Written options.
⁽²⁾		Statement of Operations location: Change in unrealized appreciation (depreciation) – Written options.

6 Line of Credit

The Portfolio participates with other portfolios and funds managed by EVM and its affiliates in a $450 million unsecured line of credit agreement with a group of banks. Borrowings are made by the Portfolio solely to facilitate the handling of unusual and/or unanticipated short-term cash requirements. Interest is charged to the Portfolio based on its borrowings at an amount above either the Eurodollar rate or Federal Funds rate. In addition, a fee computed at an annual rate of 0.10% on the daily unused portion of the line of credit is allocated among the participating portfolios and funds at the end of each quarter. Because the line of credit is not available exclusively to the Portfolio, it may be unable to borrow some or all of its requested amounts at any particular time. The Portfolio did not have any significant borrowings or allocated fees during the six months ended April 30, 2011.

7 Fair Value Measurements

Under generally accepted accounting principles for fair value measurements, a three-tier hierarchy to prioritize the assumptions, referred to as inputs, is used in valuation techniques to measure fair value. The three-tier hierarchy of inputs is summarized in the three broad levels listed below.


•	Level 1 – quoted prices in active markets for identical investments

•	Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

•	Level 3 – significant unobservable inputs (including a fund’s own assumptions in determining the fair value of investments)

In cases where the inputs used to measure fair value fall in different levels of the fair value hierarchy, the level disclosed is determined based on the lowest level input that is significant to the fair value measurement in its entirety. The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

At April 30, 2011, the hierarchy of inputs used in valuing the Portfolio’s investments, which are carried at value, were as follows:


Asset Description	Level 1			Level 2		Level 3		Total


Common Stocks	$	126,118,625		$	—	$	—	$	126,118,625
Short-Term Investments		—			3,304,551		—		3,304,551



Total Investments	$	126,118,625		$	3,304,551	$	—	$	129,423,176



Liability Description



Covered Call Options Written	$	(229,186	)	$	—	$	—	$	(229,186	)



Total	$	(229,186	)	$	—	$	—	$	(229,186	)

The level classification by major category of investments is the same as the category presentation in the Portfolio of Investments.

The Portfolio held no investments or other financial instruments as of October 31, 2010 whose fair value was determined using Level 3 inputs. At April 30, 2011, the value of investments transferred between Level 1 and Level 2, if any, during the six months then ended was not significant.

Eaton Vance

Tax-Managed Multi-Cap Growth Fund

April 30, 2011

Board of Trustees’ Contract Approval

Overview of the Contract Review Process

The Investment Company Act of 1940, as amended (the “1940 Act”), provides, in substance, that each investment advisory agreement between a fund and its investment adviser will continue in effect from year to year only if its continuance is approved at least annually by the fund’s board of trustees, including by a vote of a majority of the trustees who are not “interested persons” of the fund (“Independent Trustees”), cast in person at a meeting called for the purpose of considering such approval.

At a meeting of the Boards of Trustees (each a “Board”) of the Eaton Vance group of mutual funds (the “Eaton Vance Funds”) held on April 25, 2011, the Board, including a majority of the Independent Trustees, voted to approve continuation of existing advisory and sub-advisory agreements for the Eaton Vance Funds for an additional one-year period. In voting its approval, the Board relied upon the affirmative recommendation of the Contract Review Committee of the Board, which is a committee comprised exclusively of Independent Trustees. Prior to making its recommendation, the Contract Review Committee reviewed information furnished for a series of meetings of the Contract Review Committee held between February and April 2011. Such information included, among other things, the following:

Information about Fees, Performance and Expenses


	•	An independent report comparing the advisory and related fees paid by each fund with fees paid by comparable funds;
	•	An independent report comparing each fund’s total expense ratio and its components to comparable funds;
	•	An independent report comparing the investment performance of each fund (including yield data and Sharpe and information ratios where relevant) to the investment performance of comparable funds over various time periods;
	•	Data regarding investment performance in comparison to relevant peer groups of similarly managed funds and appropriate indices;
	•	For each fund, comparative information concerning the fees charged and the services provided by each adviser in managing other mutual funds and institutional accounts using investment strategies and techniques similar to those used in managing such fund;
	•	Profitability analyses for each adviser with respect to each fund;

Information about Portfolio Management


	•	Descriptions of the investment management services provided to each fund, including the investment strategies and processes employed, and any changes in portfolio management processes and personnel;
	•	Information about the allocation of brokerage and the benefits received by each adviser as a result of brokerage allocation, including information concerning the acquisition of research through client commission arrangements and/or the fund’s policies with respect to “soft dollar” arrangements;
	•	Data relating to portfolio turnover rates of each fund;
	•	The procedures and processes used to determine the fair value of fund assets and actions taken to monitor and test the effectiveness of such procedures and processes;

Information about each Adviser


	•	Reports detailing the financial results and condition of each adviser;
	•	Descriptions of the qualifications, education and experience of the individual investment professionals whose responsibilities include portfolio management and investment research for the funds, and information relating to their compensation and responsibilities with respect to managing other mutual funds and investment accounts;
	•	Copies of the Codes of Ethics of each adviser and its affiliates, together with information relating to compliance with and the administration of such codes;
	•	Copies of or descriptions of each adviser’s policies and procedures relating to proxy voting, the handling of corporate actions and class actions;
	•	Information concerning the resources devoted to compliance efforts undertaken by each adviser and its affiliates on behalf of the funds (including descriptions of various compliance programs) and their record of compliance with investment policies and restrictions, including policies with respect to market-timing, late trading and selective portfolio disclosure, and with policies on personal securities transactions;
	•	Descriptions of the business continuity and disaster recovery plans of each adviser and its affiliates;
	•	A description of Eaton Vance Management’s procedures for overseeing third party advisers and sub-advisers;

Other Relevant Information


	•	Information concerning the nature, cost and character of the administrative and other non-investment management services provided by Eaton Vance Management and its affiliates;
	•	Information concerning management of the relationship with the custodian, subcustodians and fund accountants by each adviser or the funds’ administrator; and
	•	The terms of each advisory agreement.

Eaton Vance

Tax-Managed Multi-Cap Growth Fund

April 30, 2011

Board of Trustees’ Contract Approval — continued

In addition to the information identified above, the Contract Review Committee considered information provided from time to time by each adviser throughout the year at meetings of the Board and its committees. Over the course of the twelve-month period ended April 30, 2011, with respect to one or more funds, the Board met nine times and the Contract Review Committee, the Audit Committee, the Governance Committee, the Portfolio Management Committee and the Compliance Reports and Regulatory Matters Committee, each of which is a Committee comprised solely of Independent Trustees, met nine, fifteen, seven, eight and twelve times, respectively. At such meetings, the Trustees received, among other things, presentations by the portfolio managers and other investment professionals of each adviser relating to the investment performance of each fund and the investment strategies used in pursuing the fund’s investment objective including, where relevant, the use of derivative instruments, as well as trading policies and procedures and risk management techniques.

For funds that invest through one or more underlying portfolios, the Board considered similar information about the portfolio(s) when considering the approval of advisory agreements. In addition, in cases where the fund’s investment adviser has engaged a sub-adviser, the Board considered similar information about the sub-adviser when considering the approval of any sub-advisory agreement.

The Contract Review Committee was assisted throughout the contract review process by Goodwin Procter LLP, legal counsel for the Independent Trustees. The members of the Contract Review Committee relied upon the advice of such counsel and their own business judgment in determining the material factors to be considered in evaluating each advisory and sub-advisory agreement and the weight to be given to each such factor. The conclusions reached with respect to each advisory and sub-advisory agreement were based on a comprehensive evaluation of all the information provided and not any single factor. Moreover, each member of the Contract Review Committee may have placed varying emphasis on particular factors in reaching conclusions with respect to each advisory and sub-advisory agreement.

Results of the Process

Based on its consideration of the foregoing, and such other information as it deemed relevant, including the factors and conclusions described below, the Contract Review Committee concluded that the continuance of the investment advisory agreement of Tax-Managed Multi-Cap Growth Portfolio (the “Portfolio”), the portfolio in which Eaton Vance Tax-Managed Multi-Cap Growth Fund (the “Fund”) invests, with Boston Management and Research (the “Adviser”), including its fee structure, is in the interests of shareholders and, therefore, the Contract Review Committee recommended to the Board approval of the agreement. The Board accepted the recommendation of the Contract Review Committee as well as the factors considered and conclusions reached by the Contract Review Committee with respect to the agreement. Accordingly, the Board, including a majority of the Independent Trustees, voted to approve continuation of the investment advisory agreement for the Portfolio.

Nature, Extent and Quality of Services

In considering whether to approve the investment advisory agreement of the Portfolio, the Board evaluated the nature, extent and quality of services provided to the Portfolio by the Adviser.

The Board considered the Adviser’s management capabilities and investment process with respect to the types of investments held by the Portfolio, including the education, experience and number of its investment professionals and other personnel who provide portfolio management, investment research, and similar services to the Portfolio, including recent changes in such personnel. The Board specifically noted the Adviser’s in-house equity research capabilities and experience in managing funds that seek to maximize after-tax returns. The Board also took into account the resources dedicated to portfolio management and other services, including the compensation methods of the Adviser to recruit and retain investment personnel, and the time and attention devoted to the Portfolio by senior management.

The Board also reviewed the compliance programs of the Adviser and relevant affiliates thereof. Among other matters, the Board considered compliance and reporting matters relating to personal trading by investment personnel, selective disclosure of portfolio holdings, late trading, frequent trading, portfolio valuation, business continuity and the allocation of investment opportunities. The Board also evaluated the responses of the Adviser and its affiliates to requests in recent years from regulatory authorities such as the Securities and Exchange Commission and the Financial Industry Regulatory Authority.

The Board considered shareholder and other administrative services provided or managed by Eaton Vance Management and its affiliates, including transfer agency and accounting services. The Board evaluated the benefits to shareholders of investing in a fund that is a part of a large family of funds, including the ability, in many cases, to exchange an investment among different funds without incurring additional sales charges.

After consideration of the foregoing factors, among others, the Board concluded that the nature, extent and quality of services provided by the Adviser, taken as a whole, are appropriate and consistent with the terms of the investment advisory agreement.

Fund Performance

The Board compared the Fund’s investment performance to a relevant universe of similarly managed funds identified by an independent data provider and appropriate benchmark indices. The Board reviewed comparative performance data for the one-, three- and five-year periods ended September 30, 2010 for the Fund. On the basis of the foregoing and other relevant information provided by the Adviser in response to inquiries from the Contract Review Committee, the Board concluded that the performance of the Fund was satisfactory.

Eaton Vance

Tax-Managed Multi-Cap Growth Fund

April 30, 2011

Board of Trustees’ Contract Approval — continued

Management Fees and Expenses

The Board reviewed contractual investment advisory fee rates, including any administrative fee rates, payable by the Portfolio and by the Fund (referred to collectively as “management fees”). As part of its review, the Board considered the management fees and the Fund’s total expense ratio for the year ended September 30, 2010, as compared to a group of similarly managed funds selected by an independent data provider. The Board also considered factors that had an impact on Fund expense ratios, as identified by management in response to inquiries from the Contract Review Committee, as well as actions being taken to reduce expenses at the Eaton Vance fund complex level, including the negotiation of reduced fees for transfer agency and custody services.

After reviewing the foregoing information, and in light of the nature, extent and quality of the services provided by the Adviser, the Board concluded that the management fees charged for advisory and related services are reasonable.

Profitability

The Board reviewed the level of profits realized by the Adviser and relevant affiliates thereof in providing investment advisory and administrative services to the Fund, to the Portfolio and to all Eaton Vance Funds as a group. The Board considered the level of profits realized without regard to revenue sharing or other payments by the Adviser and its affiliates to third parties in respect of distribution services. The Board also considered other direct or indirect benefits received by the Adviser and its affiliates in connection with its relationship with the Fund and the Portfolio, including the benefits of research services that may be available to the Adviser as a result of securities transactions effected for the Portfolio and other investment advisory clients.

The Board concluded that, in light of the foregoing factors and the nature, extent and quality of the services rendered, the profits realized by the Adviser and its affiliates are reasonable.

Economies of Scale

In reviewing management fees and profitability, the Board also considered the extent to which the Adviser and its affiliates, on the one hand, and the Fund and the Portfolio, on the other hand, can expect to realize benefits from economies of scale as the assets of the Fund and the Portfolio increase. The Board acknowledged the difficulty in accurately measuring the benefits resulting from the economies of scale with respect to the management of any specific fund or group of funds. The Board reviewed data summarizing the increases and decreases in the assets of the Fund and of all Eaton Vance Funds as a group over various time periods, and evaluated the extent to which the total expense ratio of the Fund and the profitability of the Adviser and its affiliates may have been affected by such increases or decreases. Based upon the foregoing, the Board concluded that the Fund currently shares in the benefits from economies of scale. The Board also concluded that, assuming reasonably foreseeable increases in the assets of the Portfolio, the structure of the advisory fee, which includes breakpoints at several asset levels, will allow the Fund to continue to benefit from economies of scale in the future.

Eaton Vance

Tax-Managed Multi-Cap Growth Fund

April 30, 2011

Officers and Trustees


Officers of Eaton Vance Tax-Managed Multi-Cap Growth Fund


Duncan W. Richardson President Payson F. Swaffield Vice President Barbara E. Campbell Treasurer		Maureen A. Gemma Vice President, Secretary and Chief Legal Officer Paul M. O’Neil Chief Compliance Officer


Officers of Tax-Managed Multi-Cap Growth Portfolio


Duncan W. Richardson President Barbara E. Campbell Treasurer		Maureen A. Gemma Vice President, Secretary and Chief Legal Officer Paul M. O’Neil Chief Compliance Officer


Trustees of Eaton Vance Tax-Managed Multi-Cap Growth Fund and Tax-Managed Multi-Cap Growth Portfolio


Ralph F. Verni Chairman Benjamin C. Esty Thomas E. Faust Jr.* Allen R. Freedman		William H. Park Ronald A. Pearlman Helen Frame Peters Lynn A. Stout


*		Interested Trustee

Eaton Vance

Tax-Managed Multi-Cap Growth Fund

April 30, 2011

IMPORTANT NOTICES

Privacy. The Eaton Vance organization is committed to ensuring your financial privacy. Each of the financial institutions identified below has in effect the following policy (“Privacy Policy”) with respect to nonpublic personal information about its customers:


•	Only such information received from you, through application forms or otherwise, and information about your Eaton Vance fund transactions will be collected. This may include information such as name, address, social security number, tax status, account balances and transactions.

•	None of such information about you (or former customers) will be disclosed to anyone, except as permitted by law (which includes disclosure to employees necessary to service your account). In the normal course of servicing a customer’s account, Eaton Vance may share information with unaffiliated third parties that perform various required services such as transfer agents, custodians and broker/dealers.

•	Policies and procedures (including physical, electronic and procedural safeguards) are in place that are designed to protect the confidentiality of such information.

•	We reserve the right to change our Privacy Policy at any time upon proper notification to you. Customers may want to review our Privacy Policy periodically for changes by accessing the link on our homepage: www.eatonvance.com.

Our pledge of privacy applies to the following entities within the Eaton Vance organization: the Eaton Vance Family of Funds, Eaton Vance Management, Eaton Vance Investment Counsel, Eaton Vance Distributors, Inc., Eaton Vance Trust Company, Eaton Vance Management’s Real Estate Investment Group and Boston Management and Research. In addition, our Privacy Policy applies only to those Eaton Vance customers who are individuals and who have a direct relationship with us. If a customer’s account (i.e., fund shares) is held in the name of a third-party financial adviser/broker-dealer, it is likely that only such adviser’s privacy policies apply to the customer. This notice supersedes all previously issued privacy disclosures. For more information about Eaton Vance’s Privacy Policy, please call 1-800-262-1122.

Delivery of Shareholder Documents. The Securities and Exchange Commission (the “SEC”) permits funds to deliver only one copy of shareholder documents, including prospectuses, proxy statements and shareholder reports, to fund investors with multiple accounts at the same residential or post office box address. This practice is often called “householding” and it helps eliminate duplicate mailings to shareholders. Eaton Vance, or your financial adviser, may household the mailing of your documents indefinitely unless you instruct Eaton Vance, or your financial adviser, otherwise. If you would prefer that your Eaton Vance documents not be householded, please contact Eaton Vance at 1-800-262-1122, or contact your financial adviser. Your instructions that householding not apply to delivery of your Eaton Vance documents will be effective within 30 days of receipt by Eaton Vance or your financial adviser.

Portfolio Holdings. Each Eaton Vance Fund and its underlying Portfolio(s) (if applicable) will file a schedule of portfolio holdings on Form N-Q with the SEC for the first and third quarters of each fiscal year. The Form N-Q will be available on the Eaton Vance website at www.eatonvance.com, by calling Eaton Vance at 1-800-262-1122 or in the EDGAR database on the SEC’s website at www.sec.gov. Form N-Q may also be reviewed and copied at the SEC’s public reference room in Washington, D.C. (call 1-800-732-0330 for information on the operation of the public reference room).

Proxy Voting. From time to time, funds are required to vote proxies related to the securities held by the funds. The Eaton Vance Funds or their underlying Portfolios (if applicable) vote proxies according to a set of policies and procedures approved by the Funds’ and Portfolios’ Boards. You may obtain a description of these policies and procedures and information on how the Funds or Portfolios voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge, upon request, by calling 1-800-262-1122 and by accessing the SEC’s website at www.sec.gov.

This Page Intentionally Left Blank

Investment Adviser of Tax-Managed Multi-Cap Growth Portfolio
Boston Management and Research

Two International Place

Boston, MA 02110

Administrator of Eaton Vance Tax-Managed Multi-Cap Growth Fund
Eaton Vance Management

Two International Place

Boston, MA 02110

Principal Underwriter*
Eaton Vance Distributors, Inc.

Two International Place

Boston, MA 02110

(617) 482-8260

Custodian
State Street Bank and Trust Company

200 Clarendon Street

Boston, MA 02116

Transfer Agent
BNY Mellon Investment Servicing (US) Inc.

Attn: Eaton Vance Funds

P.O. Box 9653

Providence, RI 02940-9653

(800) 262-1122

Fund Offices
Two International Place

Boston, MA 02110

FINRA BrokerCheck. Investors may check the background of their Investment Professional by contacting the Financial Industry Regulatory Authority (FINRA). FINRA BrokerCheck is a free tool to help investors check the professional background of current and former FINRA-registered securities firms and brokers. FINRA BrokerCheck is available by calling 1-800-289-9999 and at www.FINRA.org. The FINRA BrokerCheck brochure describing this program is available to investors at www.FINRA.org.



824-6/11		TMCAPSRC

Item 2. Code of Ethics

Not required in this filing.

Item 3. Audit Committee Financial Expert

The registrant’s Board has designated William H. Park, an independent trustee, as its audit committee financial expert. Mr. Park is a certified public accountant who is the Chief Financial Officer of Aveon Group, L.P. (an investment management firm). Previously, he served as the Vice Chairman of Commercial Industrial Finance Corp. (specialty finance company), as President and Chief Executive Officer of Prizm Capital Management, LLC (investment management firm), as Executive Vice President and Chief Financial Officer of United Asset Management Corporation (an institutional investment management firm) and as a Senior Manager at Price Waterhouse (now PricewaterhouseCoopers) (an independent registered public accounting firm).

Item 4. Principal Accountant Fees and Services

Not required in this filing.

Item 5. Audit Committee of Listed Registrants

Not required in this filing.

Item 6. Schedule of Investments

Please see schedule of investments contained in the Report to Stockholders included under Item 1 of this Form N-CSR.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies

Not applicable.

Item 8. Portfolio Managers of Closed-End Management Investment Companies

Not applicable.

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers

Not applicable.

Item 10. Submission of Matters to a Vote of Security Holders

No Material Changes.

Item 11. Controls and Procedures

(a) It is the conclusion of the registrant’s principal executive officer and principal financial officer that the effectiveness of the registrant’s current disclosure controls and procedures (such disclosure controls and procedures having been evaluated within 90 days of the date of this filing) provide reasonable assurance that the information required to be disclosed by the registrant has been recorded, processed, summarized and reported within the time period specified in the Commission’s rules and forms and that the information required to be disclosed by the registrant has been accumulated and communicated to the registrant’s principal executive officer and principal financial officer in order to allow timely decisions regarding required disclosure.

(b) There have been no changes in the registrant’s internal controls over financial reporting during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 12. Exhibits


(a)(1)		Registrant’s Code of Ethics — Not applicable (please see Item 2).

(a)(2)(i)		Treasurer’s Section 302 certification.

(a)(2)(ii)		President’s Section 302 certification.

(b)		Combined Section 906 certification.

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Tax-Managed Multi-Cap Growth Portfolio


By:		/s/ Duncan W. Richardson
		Duncan W. Richardson
		President

Date:		June 10, 2011

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.


By:		/s/ Barbara E. Campbell
		Barbara E. Campbell
		Treasurer

Date:		June 10, 2011

By:		/s/ Duncan W. Richardson
		Duncan W. Richardson
		President

Date:		June 10, 2011

Tax-Managed Multi-Cap Growth Portfolio N-CSRSCertified semi-annual shareholder report (management investment company)