Tax-Managed Multi-Cap Growth Portfolio NCSR Certified 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 Opportunity Portfolio
(Exact name of registrant as specified in charter)

The Eaton Vance Building, 255 State Street, Boston, Massachusetts				02109
(Address of principal executive offices)				(Zip code)

Alan R. Dynner The Eaton Vance Building, 255 State Street, Boston, Massachusetts 02109
(Name and address of agent for service)

Registrant’s telephone number, including area code:			(617) 482-8260

Date of fiscal year end:	October 31

Date of reporting period:	October 31, 2005

Item 1. Reports to Stockholders

Tax-Managed Multi-Cap Opportunity Portfolio as of October 31, 2005

PORTFOLIO OF INVESTMENTS

Common Stocks — 92.3%
Security	Shares		Value
Aerospace-Equipment — 1.4%
Precision Castparts Corp.		40,000	$	1,894,400
			$	1,894,400
Beverages — 1.5%
Cott Corp.⁽¹⁾		46,000	$	681,260
Nestle SA ADR		18,000		1,338,394
			$	2,019,654
Biotechnology — 1.1%
Amgen, Inc.⁽¹⁾		16,000	$	1,212,160
Arena Pharmaceuticals, Inc.⁽¹⁾		34,000		353,600
			$	1,565,760
Broadcasting and Cable — 1.1%
Central European Media Enterprises Ltd.⁽¹⁾		33,000	$	1,534,170
			$	1,534,170
Building and Construction — 2.4%
Caterpillar, Inc.		6,402	$	336,681
Foster Wheeler Ltd.⁽¹⁾		13,000		367,640
Martin Marietta Materials, Inc.		33,000		2,604,030
			$	3,308,351
Business Services — 2.2%
Gartner, Inc.⁽¹⁾		110,000	$	1,324,400
Greenfield Online, Inc.⁽¹⁾		44,806		224,926
MoneyGram International, Inc.		61,000		1,482,300
			$	3,031,626
Chemicals — 1.0%
Ecolab, Inc.		40,000	$	1,323,200
Potash Corporation of Saskatchewan, Inc.		500		41,160
			$	1,364,360
Computer Services — 0.6%
Kanbay International, Inc.⁽¹⁾		44,000	$	641,520
Syntel, Inc.		8,400		170,436
			$	811,956

Security	Shares		Value
Computer Software — 2.7%
Compuware Corp.⁽¹⁾		169,000	$	1,367,210
Magma Design Automation, Inc.⁽¹⁾		100,000		868,000
Satyam Computer Services Ltd. ADR		42,000		1,435,560
			$	3,670,770
Computers-Integrated Systems — 2.9%
McDATA Corp., Class B⁽¹⁾		155,000	$	683,550
Research in Motion Ltd.⁽¹⁾		52,700		3,240,523
Symbol Technologies, Inc.		131		1,087
			$	3,925,160
Computers & Peripherals — 2.9%
Palm, Inc.⁽¹⁾		102,000	$	2,620,380
Synaptics, Inc.⁽¹⁾		55,000		1,277,650
			$	3,898,030
Education — 1.2%
DeVry, Inc.⁽¹⁾		71,000	$	1,604,600
			$	1,604,600
Energy — 2.0%
British Energy Group PLC⁽¹⁾		351,000	$	2,760,666
			$	2,760,666
ETFs — 2.0%
Midcap SPDR Trust Series I		21,000		2,677,500
			$	2,677,500
Financial Services — 6.0%
E*Trade Financial Corp.⁽¹⁾		307,000	$	5,694,850
MarketAxess Holdings, Inc.⁽¹⁾		86,900		1,072,346
OptionsXpress Holdings, Inc.		1,000		18,860
SFE Corp., Ltd.		76,000		708,800
Student Loan Corp. (The)		3,100		679,520
			$	8,174,376
Gaming — 3.9%
PartyGaming PLC⁽¹⁾		800,000	$	1,235,634
Sportingbet PLC⁽¹⁾		759,000		4,032,300
			$	5,267,934

See notes to financial statements

Tax-Managed Multi-Cap Opportunity Portfolio as of October 31, 2005

PORTFOLIO OF INVESTMENTS CONT'D

Security	Shares		Value
Health Care Services — 5.2%
Caremark Rx, Inc.⁽¹⁾		45,000	$	2,358,000
Coventry Health Care, Inc.⁽¹⁾		22,000		1,187,780
DaVita, Inc.⁽¹⁾		41,075		2,020,068
United Surgical Partners International, Inc.⁽¹⁾		150		5,378
WellPoint, Inc.⁽¹⁾		20,000		1,493,600
			$	7,064,826
Hotels, Restaurants & Leisure — 0.5%
Wynn Resorts Ltd.⁽¹⁾		14,000	$	653,520
			$	653,520
Insurance — 3.9%
Admiral Group PLC		165,000	$	1,276,863
Mercury General Corp.		17,729		1,071,718
Progressive Corp.		100		11,581
UnumProvident Corp.		142,000		2,881,180
			$	5,241,342
Internet Services — 7.1%
CheckFree Corp.⁽¹⁾		57,000	$	2,422,500
eResearch Technology, Inc.⁽¹⁾		40,000		573,200
Google, Inc., Class A⁽¹⁾		8,000		2,977,120
HomeStore, Inc.⁽¹⁾		1,013		3,677
i2 Technologies, Inc.⁽¹⁾		86,000		1,050,920
Yahoo!, Inc.⁽¹⁾		70,000		2,587,900
			$	9,615,317
Medical Products — 4.5%
Celgene Corp.⁽¹⁾		21,000	$	1,178,100
Cooper Co., Inc.		19,000		1,307,960
Henry Schein, Inc.⁽¹⁾		28,000		1,109,920
I-Flow Corp.⁽¹⁾		18,808		227,013
Mentor Corp.		52,000		2,340,000
			$	6,162,993
Mining — 4.2%
Arch Coal, Inc.		60,000	$	4,624,200
Foundation Coal Holdings, Inc.		18,000		675,000
Gammon Lake Resources, Inc.⁽¹⁾		45,000		350,100
			$	5,649,300

Security	Shares		Value
Oil and Gas-Equipment and Services — 3.7%
Halliburton Co.		23,000	$	1,359,300
Tesoro Corp.		15,000		917,250
Trico Marine Services, Inc.⁽¹⁾		109,471		2,790,416
			$	5,066,966
Oil and Gas-Exploration and Production — 6.7%
Amerada Hess Corp.		32,500	$	4,065,750
Bankers Petroleum Ltd.⁽¹⁾		1,000		1,017
Pride International, Inc.⁽¹⁾		46,000		1,291,220
Range Resources Corp.		39,000		1,391,910
Vintage Petroleum, Inc.		45,000		2,335,050
			$	9,084,947
Personal Products — 1.7%
Procter & Gamble Co.		40,500	$	2,267,595
			$	2,267,595
Pharmaceuticals — 6.4%
American Pharmaceutical Partners, Inc.⁽¹⁾		30,679	$	1,320,731
Ligand Pharmaceuticals, Inc., Class B⁽¹⁾		146,000		1,263,630
MedImmune, Inc.⁽¹⁾		40,000		1,399,200
Omnicare, Inc.		5,000		270,500
OSI Pharmaceuticals, Inc.⁽¹⁾		54,000		1,258,200
Sanofi-Aventis ADR		31,000		1,243,720
Shire Pharmaceuticals Group PLC ADR		54,000		1,935,360
			$	8,691,341
REITs — 0.0%
MFA Mortgage Investments, Inc.		1,000	$	5,750
			$	5,750
Retail-Food and Drug — 1.6%
Walgreen Co.		47,000	$	2,135,210
			$	2,135,210
Retail-Specialty — 1.9%
American Eagle Outfitters, Inc.		56,000	$	1,318,800
Men's Wearhouse, Inc.⁽¹⁾		24,000		592,800
Pep Boys - Manny, Moe & Jack		1,000		13,800
Tweeter Home Entertainment Group, Inc.⁽¹⁾		131,000		613,080
			$	2,538,480

See notes to financial statements

Tax-Managed Multi-Cap Opportunity Portfolio as of October 31, 2005

PORTFOLIO OF INVESTMENTS CONT'D

Security	Shares		Value
Semiconductors — 2.4%
Atheros Communications, Inc.⁽¹⁾		208,000	$	1,803,360
Cabot Microelectronics Corp.⁽¹⁾		22,000		646,800
Cirrus Logic, Inc.⁽¹⁾		116,000		760,960
			$	3,211,120
Telecommunications-Services — 1.1%
AO VimpelCom ADR⁽¹⁾		5,000	$	200,000
PanAmSat Holding Corp.		55,000		1,312,850
Philippine Long Distance Telephone Co. ADR		1,000		30,150
			$	1,543,000
Transportation — 0.3%
American Commercial Lines, Inc.⁽¹⁾		16,389	$	460,859
			$	460,859
Wireless Communications — 6.2%
NII Holdings, Inc., Class B⁽¹⁾		77,000	$	6,384,840
Novatel Wireless, Inc.⁽¹⁾		162,000		2,057,400
			$	8,442,240
Total Common Stocks (identified cost $109,712,275)			$	125,344,119
Short-Term Investments — 10.1%
Security	Principal Amount (000's omitted)		Value
General Electrical Corp., Commercial Paper, 4.02%, 11/1/05	$	6,384	$	6,384,000
HSBC Finance Corp., Commercial Paper, 3.81%, 11/3/05		4,600		4,599,026
Investors Bank and Trust Company Time Deposit, 4.03%, 11/1/05		2,000		2,000,000
Prudential Financial, Inc., Commercial Paper, 4.02%, 11/1/05		688		688,000
Total Short-Term Investments (at amortized cost, $13,671,026)			$	13,671,026
Total Investments — 102.4% (identified cost $123,383,301)			$	139,015,145

Securities Sold Short — (1.9)%
Security	Shares		Value
Yahoo!, Inc.		70,000	$	(2,587,900	)
Total Securities Sold Short — (1.9)% (proceeds $1,144,289)			$	(2,587,900	)
Other Assets, Less Liabilities — (0.5)%			$	(652,956	)
Net Assets — 100.0%			$	135,774,289

ADR - American Depository Receipt

ETF - Exchange Traded Fund

REIT - Real Estate Investment Trust

SPDR - S&P Depository Receipt

⁽¹⁾ Non-income producing security.

See notes to financial statements

Tax-Managed Multi-Cap Opportunity Portfolio as of October 31, 2005

FINANCIAL STATEMENTS

Statement of Assets and Liabilities

As of October 31, 2005

Assets
Investments, at value (identified cost, $123,383,301)	$	139,015,145
Cash		969
Deposit with brokers for securities sold short		1,144,289
Receivable for investments sold		1,771,673
Tax reclaim receivable		18
Total assets	$	141,932,094
Liabilities
Payable for investments purchased	$	3,428,872
Payable for securities sold short, at value		2,587,900
Payable to affiliate for investment advisory fees		73,785
Interest and dividends payable		12,457
Payable to affiliate for Trustees' fees		797
Accrued expenses		53,994
Total liabilities	$	6,157,805
Net Assets applicable to investors' interest in Portfolio	$	135,774,289
Sources of Net Assets
Net proceeds from capital contributions and withdrawals	$	121,586,056
Net unrealized appreciation (computed on the basis of identified cost)		14,188,233
Total	$	135,774,289

Statement of Operations

For the Year Ended
October 31, 2005

Investment Income
Dividends (net of foreign taxes, $2,120)	$	853,240
Interest		217,589
Total investment income	$	1,070,829
Expenses
Investment adviser fee	$	804,940
Trustees' fees and expenses		8,688
Custodian fee		107,409
Legal and accounting services		30,445
Miscellaneous		7,904
Total expenses	$	959,386
Deduct — Reduction of investment adviser fee	$	8,178
Total expense reductions	$	8,178
Net expenses	$	951,208
Net investment income	$	119,621
Realized and Unrealized Gain (Loss)
Net realized gain (loss) — Investment transactions (identified cost basis)	$	10,819,745
Foreign currency transactions		(16,133	)
Net realized gain	$	10,803,612
Change in unrealized appreciation (depreciation) — Investments (identified cost basis)	$	(1,161,147	)
Securities sold short		(54,600	)
Net change in unrealized appreciation (depreciation)	$	(1,215,747	)
Net realized and unrealized gain	$	9,587,865
Net increase in net assets from operations	$	9,707,486

See notes to financial statements

Tax-Managed Multi-Cap Opportunity Portfolio as of October 31, 2005

FINANCIAL STATEMENTS CONT'D

Statements of Changes in Net Assets

Increase (Decrease) in Net Assets	Year Ended October 31, 2005			Year Ended October 31, 2004
From operations — Net investment income (loss)	$	119,621		$	(69,550	)
Net realized gain from investment transactions, securities sold short, and foreign currency and foreign currency exchange contract transactions		10,803,612			3,049,822
Net change in unrealized appreciation (depreciation) from investments and securities sold short		(1,215,747	)		1,641,170
Net increase in net assets from operations	$	9,707,486		$	4,621,442
Capital transactions — Contributions	$	33,968,812		$	41,277,097
Withdrawals		(16,795,810	)		(23,993,091	)
Net increase in net assets from capital transactions	$	17,173,002		$	17,284,006
Net increase in net assets	$	26,880,488		$	21,905,448
Net Assets
At beginning of year	$	108,893,801		$	86,988,353
At end of year	$	135,774,289		$	108,893,801

See notes to financial statements

Tax-Managed Multi-Cap Opportunity Portfolio as of October 31, 2005

FINANCIAL STATEMENTS CONT'D

Supplementary Data

	Year Ended October 31,
	2005			2004			2003			2002			2001
Ratios/Supplemental Data^†
Ratios (As a percentage of average daily net assets):
Net expenses		0.77	%		0.76	%		0.79	%		0.82	%		1.09	%
Net expenses after custodian fee reduction		0.77	%		0.76	%		0.79	%		0.82	%		1.09	%
Net investment income (loss)		0.10	%		(0.06	)%		(0.54	)%		(0.58	)%		(0.36	)%
Portfolio Turnover		217	%		239	%		224	%		225	%		324	%
Total Return⁽¹⁾		8.71	%		4.60	%		34.80	%		(12.80	)%		—
Net assets, end of year (000's omitted)	$	135,774		$	108,894		$	86,988		$	48,896		$	34,392
^† The operating expenses of the Portfolio may reflect a reduction of the investment adviser fee. Had such actions not been taken, the ratios would have been as follows:
Ratios (As a percentage of average daily net assets):
Expenses		0.77	%		0.77	%
Expenses after custodian fee reduction		0.77	%		0.77	%
Net investment loss		0.10	%		(0.07	)%

⁽¹⁾ Total return is required to be disclosed for fiscal years beginning after December 15, 2000.

See notes to financial statements

Tax-Managed Multi-Cap Opportunity Portfolio as of October 31, 2005

NOTES TO FINANCIAL STATEMENTS

1 Significant Accounting Policies

Tax-Managed Multi-Cap Opportunity Portfolio (the Portfolio) is registered under the Investment Company Act of 1940, as amended, as a diversified open-end investment management company. The Portfolio, which was organized as a trust under the laws of the State of New York on February 28, 2000, seeks to achieve long-term, after-tax returns by investing in a diversified portfolio of equity securities. The Declaration of Trust permits the Trustees to issue beneficial interests in the Portfolio. At October 31, 2005, the Eaton Vance Tax-Managed Multi-Cap Opportunity Fund and the Eaton Vance Tax-Managed Equity Asset Allocation Fund held 42.7% and 57.2% interests in the Portfolio, respectively. The following is a summary of significant accounting policies consistently followed by the Portfolio in the preparation of its financial statements. The policies are in conformity with accounting principles generally accepted in the United States of America.

A Investment Valuation — Securities listed on a U.S. securities exchange generally are valued at the last sale 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 National Market System generally are valued at the official NASDAQ 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 an independent pricing service. Exchange-traded options are valued a t the last sale price for the day of valuation as quoted on the principal exchange or board of trade on which the options are traded or, in the absence of sales on such date, at the mean between the latest bid and asked prices therefore. Futures positions on securities and currencies generally are valued at closing settlement prices. Short-term debt securities with a remaining maturity of 60 days or less are valued at amortized cost. If short-term debt securities were acquired with a remaining maturity of more than 60 days, their amortized cost value will be based on their value on the sixty-first day prior to maturity. Other fixed income and debt securities, including listed securities and securities for which price quotations are available, will normally be valued on the basis of valuations furnished by a pricing service. Foreign securities and currencies are valued in U.S. dollars, based on foreign currency exchange rate quotations supplied by an independent quotation service. The daily valuation of excha nge 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 held by the Portfolio for which valuations or market quotations are unavailable are valued at fair value using methods determined in good faith by or at the direction of the Trustees of the Portfolio consideri ng relevant factors, data and information including the market value of freely tradable securities of the same class in the principal market on which such securities are normally traded.

B 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. Interest income is recorded on the accrual basis.

C Income 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. 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 reali zed capital gains, and any other items of income, gain, loss, deduction or credit.

D Financial Futures Contract — Upon entering a financial futures contract, the Portfolio is required to deposit either in cash or securities an amount (initial margin) equal to a certain percentage of the purchase price indicated in the financial futures contract. Subsequent payments are made or received by the Portfolio (margin maintenance) each day, dependent on daily fluctuations in the value of the underlying security, and are recorded for book purposes as unrealized gains or losses by the Portfolio.

Tax-Managed Multi-Cap Opportunity Portfolio as of October 31, 2005

NOTES TO FINANCIAL STATEMENTS CONT'D

The Portfolio's investment in financial futures contracts is designed to hedge against anticipated future changes in price of current or anticipated Portfolio positions. Should prices move unexpectedly, the Portfolio may not achieve the anticipated benefits of the financial futures contracts and may realize a loss.

E Put Options — Upon the purchase of a put option by the Portfolio, the premium paid is recorded as an investment, the value of which is marked-to-market daily. When a purchased option expires, the Portfolio will realize a loss in the amount of the cost of the option. When the Portfolio enters into a closing sale transaction, the Portfolio will realize a gain or loss depending on whether the sales proceeds from the closing sale transaction are greater or less than the cost of the option. When the Portfolio exercises a put option, settlement is made in cash. The risk associated with purchasing options is limited to the premium originally paid.

F Expense Reduction — Investors Bank & Trust Company (IBT) serves as custodian of the Portfolio. Pursuant to the custodian agreement, IBT receives a fee reduced by credits which are determined based on the average daily cash balance the Portfolio maintains with IBT. All credit balances used to reduce the Portfolio's custodian fees are reported as a reduction of total expenses on the Statement of Operations.

G Securities Sold Short — The Portfolio may sell a security short if it owns at least an equal amount of the security sold short or another security exchangeable for an equal amount of the security sold short without payment of further compensation (a short sale against the box) in anticipation of a decline in the market price of the securities or in order to hedge portfolio positions. The Portfolio will generally borrow the security sold in order to make the delivery to the buyer. Upon executing the transaction, the Portfolio records the proceeds as deposits with brokers in the Statement of Assets and Liabilities and establishes an offsetting payable for securities sold short for the securities due on settlement. The proceeds are retained by the broker as collateral for the short position. The liability is marked-to-market on a daily basis and the Portfolio is required to pay the lending broker any dividend or interest income earned while the short position is open. A gain or loss is recorded when the security is delivered to the broker. The Portfolio may recognize a loss on the transaction if the market value of the securities sold increases before the securities are delivered.

H Foreign Currency Translation — Investment valuations, other assets and liabilities initially expressed in foreign currencies are converted each business day into U.S. dollars based upon current exchange rates. Purchases and sales of foreign investment securities and income and expenses are converted into U.S. dollars based upon currency exchange rates prevailing on the respective dates of such transactions. Recognized gains or losses on investment transactions attributable to 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.

I 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. Interestholders in the Portfolio are jointly and severally liable for the liabilities and obligations of the Portfolio in the event that the Portfolio fails to satisfy such liabilities and obligations; provided, however, that, to the extent assets are available in the Portfolio, the Portfolio may, under certain circumstances, indemnify interestholders from and against any claim or liability to which such holder may become subject by reason of being or having been an interestholder in the Portfolio. Additionally, in the normal course of business, the Portfo lio 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.

J Other — Investment transactions are accounted for on the date the securities are purchased or sold. Realized gains and losses are computed based on the specific identification of securities sold.

K 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.

Tax-Managed Multi-Cap Opportunity Portfolio as of October 31, 2005

NOTES TO FINANCIAL STATEMENTS CONT'D

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. Under the advisory agreement, BMR receives a monthly advisory fee equal to 0.65% annually of average daily net assets of the Portfolio up to $500 million, and at reduced rates as daily net assets exceed that level. For the year ended October 31, 2005, the advisory fee amounted to $804,940. BMR has also agreed to reduce the investment adviser fee by an amount equal to that portion of commissions paid to broker dealers in execution of Portfolio security transactions that is consideration for third-party research services. For the year ended October 31, 2005, BMR waived $8,178 of its advisory fee. Except for Trustees of the Portfolio who are not members of EVM's or BMR's organization, officers and Trustees r eceive remuneration for their services to the Portfolio out of such investment adviser fee. Trustees of the Portfolio that 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 year ended October 31, 2005, no significant amounts have been deferred.

Certain officers and Trustees of the Portfolio are officers of the above organizations.

3 Investment Transactions

Purchases and sales of investments, other than short-term obligations, aggregated $266,737,180 and $256,034,367, respectively, for the year ended October 31, 2005.

4 Federal Income Tax Basis of Unrealized Appreciation (Depreciation)

The cost and unrealized appreciation (depreciation) in value of the investments owned at October 31, 2005 as computed on a federal income tax basis, were as follows:

Aggregate cost	$	125,342,165
Gross unrealized appreciation	$	17,028,129
Gross unrealized depreciation		(3,355,149	)
Net unrealized appreciation	$	13,672,980

5 Line of Credit

The Portfolio participates with other portfolios and funds managed by BMR and EVM and its affiliates in a $150 million unsecured line of credit agreement with a group of banks. 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 participating portfolio or fund 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. The Portfolio did not have any significant borrowings or allocated fees during the year ended October 31, 2005.

6 Financial Instruments

The Portfolio may trade in financial instruments with off-balance sheet risk in the normal course of its investing activities to assist in managing exposure to various market risks. These financial instruments include written options and financial futures contracts, 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 does 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. At October 31, 2005 there were no outstanding obligations under these financial instruments.

Tax-Managed Multi-Cap Opportunity Portfolio as of October 31, 2005

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Trustees and Investors of Tax-Managed Multi-Cap Opportunity Portfolio:

We have audited the accompanying statement of assets and liabilities of Tax-Managed Multi-Cap Opportunity Portfolio (the Portfolio), including the portfolio of investments as of October 31, 2005, the related statement of operations for the year then ended, the statements of changes in net assets for the two years in the period then ended, and the supplementary data for each of the five years, in the period then ended. 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 standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements and supplementary data are free of material misstatement. The Portfolio is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Portfolio's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used a nd significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities held at October 31, 2005 by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other audit procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements and supplementary data referred to above present fairly, in all material respects, the financial position of Tax-Managed Multi-Cap Opportunity Portfolio at October 31, 2005, 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 five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP
Boston, Massachusetts
December 19, 2005

Eaton Vance Tax-Managed Multi-Cap Opportunity Fund

BOARD OF TRUSTEES' ANNUAL APPROVAL OF THE INVESTMENT ADVISORY AGREEMENT

The investment advisory agreement between Tax-Managed Multi-Cap Opportunity Portfolio (the "Portfolio") and its investment adviser, Boston Management and Research, provides that the advisory agreement will continue in effect from year to year so long as its continuance is approved at least annually (i) by a vote of a majority of the noninterested Trustees of the Portfolio cast in person at a meeting called for the purpose of voting on such approval and (ii) by the Trustees of the Portfolio or by vote of a majority of the outstanding interests of the Portfolio.

In considering the annual approval of the investment advisory agreement between the Portfolio and its investment adviser, the Special Committee of the Board of Trustees considered information that had been provided throughout the year at regular Board meetings, as well as information furnished for a series of meetings held in February and March in preparation for a Board meeting held on March 21, 2005 to specifically consider the renewal of the investment advisory agreement. Such information included, among other things, the following:

•An independent report comparing the advisory fees of the Portfolio with those of comparable funds;

•An independent report comparing the expense ratio of the Eaton Vance Tax-Managed Multi-Cap Opportunity Fund (the "Fund") to those of comparable funds;

•Information regarding Fund investment performance in comparison to relevant peer groups of funds and appropriate indices;

•The economic outlook and the general investment outlook in relevant investment markets;

•Eaton Vance Management's ("Eaton Vance") results and financial condition and the overall organization of the investment adviser;

•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;

•The allocation of brokerage and the benefits received by the investment adviser as the result of brokerage allocation;

•Eaton Vance's management of the relationship with the custodian, subcustodians and fund accountants;

•The resources devoted to compliance efforts undertaken by Eaton Vance, on behalf of the funds it manages and the record of compliance with the investment policies and restrictions and with policies on personal securities transactions;

•The quality, nature, cost and character of the administrative and other non-investment management services provided by Eaton Vance and its affiliates; and

•The terms of the advisory agreement and the reasonableness and appropriateness of the particular fee paid by the Portfolio for the services described therein.

The Special Committee also considered the nature, extent and quality of the management services provided by the investment adviser. In so doing, the Special Committee considered its management capabilities with respect to the types of investments held by the Portfolio, including information relating to the education, experience and number of investment professionals and other personnel who provide services under the investment advisory agreement. The Special Committee specifically noted the investment adviser's in-house equity research capabilities and experience in managing funds that seek to maximize after-tax returns. The Special Committee evaluated the level of skill required to manage the Portfolio and concluded that the human resources available at the investment adviser were appropriate to fulfill effectively its duties on behalf of the Portfolio.

In its review of comparative information with respect to investment performance, the Special Committee concluded that the Fund has performed within a range that the Special Committee deemed competitive. With respect to its review of investment advisory fees, the Special Committee concluded that the fees paid by the Portfolio are within the range of those paid by comparable funds within the mutual fund industry. In reviewing the information regarding the expense ratio of the Fund, the Special Committee concluded that, in light of the asset size of the Fund, the Fund's expense ratio is reasonable.

In addition to the factors mentioned above, the Special Committee reviewed the level of profits of the investment adviser in providing investment management services for the Portfolio and for all Eaton Vance funds as a group. The Special Committee also reviewed the implementation of a soft dollar reimbursement program pursuant to which the Portfolio may receive reimbursement payments in respect of third party research services obtained by the investment adviser as a result of soft dollar credits generated through trading on behalf of the Portfolio. The Special Committee also reviewed the benefits to Eaton Vance and its affiliates in providing administration

Eaton Vance Tax-Managed Multi-Cap Opportunity Fund

BOARD OF TRUSTEES' ANNUAL APPROVAL OF THE INVESTMENT ADVISORY AGREEMENT CONT'D

services for the Fund and for all Eaton Vance funds as a group. In addition, the Special Committee considered the fiduciary duty assumed by the investment adviser in connection with the services rendered to the Portfolio and the business reputation of the investment adviser and its financial resources. The Trustees concluded that in light of the services rendered, the profits realized by the investment adviser are not unreasonable. The Special Committee also considered the extent to which the investment adviser appears to be realizing benefits from economies of scale in managing the Portfolio, and concluded that the fee breakpoints which are in place will allow for an equitable sharing of such benefits, when realized, with the Portfolio and the shareholders of the Fund.

The Special Committee did not consider any single factor as controlling in determining whether or not to renew the investment advisory agreement. Nor are the items described herein all the matters considered by the Special Committee. In assessing the information provided by Eaton Vance and its affiliates, the Special Committee also took into consideration the benefits to shareholders of investing in a fund that is a part of a large family of funds which provides a large variety of shareholder services.

Based on its consideration of the foregoing factors and conclusions, and such other factors and conclusions as it deemed relevant, and assisted by independent counsel, the Special Committee concluded that the renewal of the investment advisory agreement, including the fee structure, is in the interests of shareholders.

Eaton Vance Tax-Managed Multi-Cap Opportunity Fund

MANAGEMENT AND ORGANIZATION

Fund Management. The Trustees of Eaton Vance Mutual Funds Trust (the Trust) and Tax-Managed Multi-Cap Opportunity Portfolio (the Portfolio) are responsible for the overall management and supervision of the Trust's and Portfolio's affairs. The Trustees and officers of the Trust and the Portfolio are listed below. Except as indicated, each individual has held the office shown or other offices in the same company for the last five years. Trustees and officers of the Trust and the Portfolio hold indefinite terms of office. The "noninterested Trustees" consist of those Trustees who are not "interested persons" of the Trust and the Portfolio, as that term is defined under the 1940 Act. The business address of each Trustee and officer is The Eaton Vance Building, 255 State Street, Boston, Massachusetts 02109. As used below, "EVC" refers to Eaton Vance Corp., "EV" r efers to Eaton Vance, Inc., "EVM" refers to Eaton Vance Management, "BMR" refers to Boston Management and Research, and "EVD" refers to Eaton Vance Distributors, Inc. EVC and EV are the corporate parent and trustee, respectively, of EVM and BMR. EVD is the Fund's principal underwriter, the Portfolio's placement agent and wholly-owned subsidiary of EVM. Each officer affiliated with Eaton Vance may hold a position with other Eaton Vance affiliates that is comparable to its position with EVM listed below.

Name and
Date of Birth

Position(s)
with the
Trust and the
Portfolio

Term of
Office and
Length of
Service

Principal Occupation(s)
During Past Five Years

Number of Portfolios
in Fund Complex
Overseen By
Trustee⁽¹⁾

Other Directorships Held

Interested Trustee

James B. Hawkes
11/9/41

Trustee

Trustee of the Trust since 1991; of the Portfolio since 2000

Chairman, President and Chief Executive Officer of BMR, EVC, EVM and EV; Director of EV; Vice President and Director of EVD. Trustee and/or officer of 161 registered investment companies in the Eaton Vance Fund Complex. Mr. Hawkes is an interested person because of his positions with BMR, EVM, EVC and EV, which are affiliates of the Trust and the Portfolio.

161

Director of EVC

Noninterested Trustee(s)

Benjamin C. Esty
1/2/63

Trustee

Since 2005

Professor, Harvard University Graduate School of Business Administration (since 2003). Formerly, Associate Professor, Harvard University Graduate School of Business Administration (2000-2003).

152

None

Samuel L. Hayes, III
2/23/35

Trustee

Trustee of the Trust since 1986; of the Portfolio since 2000 and Chairman of the Board since 2005

Jacob H. Schiff Professor of Investment Banking Emeritus, Harvard University Graduate School of Business Administration.

161

Director of Tiffany & Co. (specialty retailer) and Telect, Inc. (telecommunication services company)

William H. Park
9/19/47

Trustee

Since 2003

President and Chief Executive Officer, Prizm Capital Management, LLC (investment management firm) (since 2002). Executive Vice President and Chief Financial Officer, United Asset Management Corporation (a holding company owning institutional investment management firms) (1982-2001).

161

None

Ronald A. Pearlman
7/10/40

Trustee

Since 2003

Professor of Law, Georgetown University Law Center (since 1999). Tax Partner Covington & Burling, Washington, DC (1991-2000).

161

None

Norton H. Reamer
9/21/35

Trustee

Trustee of the Trust since 1986; of the Portfolio since 2000

President, Chief Executive Officer and a Director of Asset Management Finance Corp. (a specialty finance company serving the investment management industry) (since October 2003). President, Unicorn Corporation (an investment and financial advisory services company) (since September 2000). Formerly, Chairman, Hellman, Jordan Management Co., Inc. (an investment management company) (2000-2003). Formerly, Advisory Director of Berkshire Capital Corporation (investment banking firm) (2002-2003). Formerly Chairman of the Board, United Asset Management Corporation (a holding company owning institutional investment management firms) and Chairman, President and Director, UAM Funds (mutual funds) (1980-2000).

161

None

Eaton Vance Tax-Managed Multi-Cap Opportunity Fund

MANAGEMENT AND ORGANIZATION CONT'D

Name and
Date of Birth

Position(s)
with the
Trust and the
Portfolio

Term of
Office and
Length of
Service

Principal Occupation(s)
During Past Five Years

Number of Portfolios
in Fund Complex
Overseen By
Trustee⁽¹⁾

Other Directorships Held

Noninterested Trustee(s) (continued)

Lynn A. Stout
9/14/57

Trustee

Trustee of the Trust since 1998; of the Portfolio since 2000

Professor of Law, University of California at Los Angeles School of Law (since July 2001). Formerly, Professor of Law, Georgetown University Law Center.

161

None

Ralph F. Verni
1/26/43

Trustee

Since 2005

Consultant and private investor (since 2000). Formerly, President and Chief Executive Officer, Redwood Investment Systems, Inc. (software developer) (2000). Formerly, President and Chief Executive Officer, State Street Research & Management (investment advisor), SSRM Holdings (parent of State Street Research & Management), and SSR Realty (institutional realty manager) (1992-2000).

152

Director of W.P. Carey & Company LLC (manager of real estate investment trusts)

Principal Officers who are not Trustees

Name and
Date of Birth

Position(s)
with the
Trust and the
Portfolio

Term of
Office and
Length of
Service

Principal Occupation(s)
During Past Five Years

Thomas E. Faust Jr.
5/31/58

President of the Trust

Since 2002

Executive Vice President of EVM, BMR, EVC and EV; Chief Investment Officer of EVM and BMR and Director of EVC. Chief Executive Officer of Belair Capital Fund LLC, Belcrest Capital Fund LLC, Belmar Capital Fund LLC, Belport Capital Fund LLC, and Belrose Capital Fund LLC (private investment companies sponsored by EVM). Officer of 65 registered investment companies managed by EVM or BMR.

William H. Ahern, Jr.
7/28/59

Vice President of the Trust

Since 1995

Vice President of EVM and BMR. Officer of 70 registered investment companies managed by EVM or BMR.

Cynthia J. Clemson 3/2/63

Vice President of the Trust

Since 2005

Vice President of EVM and BMR. Officer of 85 registered investment companies managed by EVM or BMR.

Arieh Coll
11/9/63

Vice President of the Portfolio

Since 2000

Vice President of EVM and BMR. Officer of 4 registered investment companies managed by EVM or BMR.

Kevin S. Dyer
2/21/75

Vice President of the Trust

Since 2005

Assistant Vice President of EVM and BMR. Officer of 24 registered investment companies managed by EVM or BMR.

Aamer Khan
6/7/60

Vice President of the Trust

Since 2005

Vice President of EVM and BMR. Officer of 27 registered investment companies managed by EVM or BMR.

Michael R. Mach
7/15/47

Vice President of the Trust

Since 1999

Vice President of EVM and BMR. Officer of 32 registered investment companies managed by EVM or BMR.

Robert B. MacIntosh
1/22/57

Vice President of the Trust

Since 1998

Vice President of EVM and BMR. Officer of 85 registered investment companies managed by EVM or BMR.

Duncan W. Richardson
10/26/57

Vice President of the Trust; President of the Portfolio

Vice President of the Trust since 2001; President of the Portfolio since 2002

Senior Vice President and Chief Equity Investment Officer of EVM and BMR. Officer of 51 registered investment companies managed by EVM or BMR.

Walter A. Row, III
7/20/57

Vice President of the Trust

Since 2001

Director of Equity Research and a Vice President of EVM and BMR. Officer of 31 registered investment companies managed by EVM or BMR.

Judith A. Saryan
8/21/54

Vice President of the Trust

Since 2003

Vice President of EVM and BMR. Officer of 33 registered investment companies managed by EVM or BMR.

Susan Schiff
3/13/61

Vice President of the Trust

Since 2002

Vice President of EVM and BMR. Officer of 29 registered investment companies managed by EVM or BMR.

Eaton Vance Tax-Managed Multi-Cap Opportunity Fund

MANAGEMENT AND ORGANIZATION CONT'D

Principal Officers who are not Trustees (continued)

Name and
Date of Birth

Position(s)
with the
Trust and the
Portfolio

Term of
Office and
Length of
Service

Principal Occupation(s)
During Past Five Years

Barbara E. Campbell 6/19/57

Treasurer of the Trust

Since 2005⁽²⁾

Vice President of EVM and BMR. Officer of 161 registered investment companies managed by EVM or BMR.

Kevin M. Connerty
4/20/64

Treasurer of the Portfolio

Since 2005

Vice President of EVM and BMR. Previously, Director and Vice President of PFPC Inc. (1999-2005). Officer of 88 registered investment companies managed by EVM or BMR.

Alan R. Dynner
10/10/40

Secretary

Secretary of the Trust since 1997; of the Portfolio since 2000

Vice President, Secretary and Chief Legal Officer of BMR, EVM, EVD, EV and EVC. Officer of 161 registered investment companies managed by EVM or BMR.

Paul M. O'Neil
7/11/53

Chief Compliance Officer

Since 2004

Vice President of EVM and BMR. Officer of 161 registered investment companies managed by EVM or BMR.

⁽¹⁾ Includes both master and feeder funds in a master-feeder structure

⁽²⁾ Prior to 2005, Ms. Campbell served as Assistant Treasurer of the Trust since 1995.

The SAI for the Fund includes additional information about the Trustees and officers of the Fund and the Portfolio and can be obtained without charge by calling 1-800-225-6265.

Item 2. Code of Ethics

The registrant has adopted a code of ethics applicable to its Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer. The registrant undertakes to provide a copy of such code of ethics to any person upon request, without charge, by calling 1-800-262-1122.

Item 3. Audit Committee Financial Expert

The registrant’s Board has designated William H. Park, Samuel L. Hayes, III and Norton H. Reamer, each an independent trustee, as its audit committee financial experts. Mr. Park is a certified public accountant who is the President and Chief Executive Officer of Prizm Capital Management, LLC (investment management firm). Previously, he served as Executive Vice President and Chief Financial Officer of United Asset Management Corporation (“UAM”) (a holding company owning institutional investment management firms). Mr. Hayes is the Jacob H. Schiff Professor of Investment Banking Emeritus of the Harvard University Graduate School of Business Administration. Mr. Reamer is the President, Chief Executive Officer and a Director of Asset Management Finance Corp. (a specialty finance company serving the investment management industry) and is President of Unicorn Corporation (an investment and financial advisory services company). Formerly, Mr. Reamer was Chairman of Hellman, Jordan Management Co., Inc. (an investment management company) and Advisory Director of Berkshire Capital Corporation (an investment banking firm), Chairman of the Board of UAM and Chairman, President and Director of the UAM Funds (mutual funds).

Item 4. Principal Accountant Fees and Services

(a)-(d)

The following table presents aggregate fees billed to the registrant for the fiscal years ended October 31, 2004 and October 31, 2005 by the registrant’s principal accountant for professional services rendered for the audit of the registrant’s annual financial statements and fees billed for other services rendered by the principal accountant during those periods.

Fiscal Years Ended	10/31/2004		10/31/2005

Audit Fees	$	23,140	$	24,820

Audit-Related Fees(1)	$	0	$	0

Tax Fees(2)	$	4,100	$	4,305

All Other Fees(3)	$	0	$	0

Total	$	27,240	$	29,125

(1) Audit-related fees consist of the aggregate fees billed for assurance and related services that are reasonably related to the performance of the audit of the registrant’s financial statements and are not reported under the category of audit fees.

(2) Tax fees consist of the aggregate fees billed for professional services rendered by the principal accountant relating to tax compliance, tax advice, and tax planning and specifically include fees for tax return preparation and other related tax compliance/planning matters

(3)All other fees consist of the aggregate fees billed for products and services provided by the registrant’s principal accountant other than audit, audit-related, and tax services.

Each of the fiscal years ended October 31, 2004 and October 31, 2005, $35,000 was billed by the registrant’s principal accountant, Deloitte and Touche LLP, for work done in connection with its Rule 17Ad-13 examination of Eaton Vance Management’s assertion that it has maintained an effective internal control structure over sub-transfer agent and registrar functions, such services being pre-approved in accordance with Rule 2-01(c)(7)(ii) of Regulation S-X.

(e)(1) The registrant’s audit committee has adopted policies and procedures relating to the pre-approval of services provided by the registrant’s principal accountant (the “Pre-Approval Policies”). The Pre-Approval Policies establish a framework intended to assist the audit committee in the proper discharge of its pre-approval responsibilities. As a general matter, the Pre-Approval Policies (i) specify certain types of audit, audit-related, tax, and other services determined to be pre-approved by the audit committee; and (ii) delineate specific procedures governing the mechanics of the pre-approval process, including the approval and monitoring of audit and non-audit service fees. Unless a service is specifically pre-approved under the Pre-Approval Policies, it must be separately pre-approved by the Audit Committee.

The Pre-Approval Policies and the types of audit and non-audit services pre-approved therein must be reviewed and ratified by the registrant’s audit committee at least annually. The registrant’s audit committee maintains full responsibility for the appointment, compensation, and oversight of the work of the registrant’s principal accountant.

(e)(2) No services described in paragraphs (b)-(d) above were approved by the registrant’s audit committee pursuant to the “de minimis exception” set forth in Rule 2-01 (c)(7)(i)(C) of Regulation S-X.

(f) Not applicable.

(g) The following table presents (i) the aggregate non-audit fees (i.e., fees for audit-related, tax, and other services) billed to the registrant by the registrant’s principal accountant for the registrant’s fiscal years ended October 31, 2004 and October 31, 2005; and (ii) the aggregate non-audit fees (i.e., fees for audit-related, tax, and other services) billed to the Eaton Vance organization by the registrant’s principal accountant for the same time periods, respectively.

Fiscal Years Ended	10/31/2004		10/31/2005

Registrant	$	4,100	$	4,305

Eaton Vance(1)	$	344,230	$	170,983

(1) The investment adviser to the registrant, as well as any of its affiliates that provide ongoing services to the registrant, are subsidiaries of Eaton Vance Corp.

(h) The registrant’s audit committee has considered whether the provision by the registrant’s principal accountant of non-audit services to the registrant’s investment adviser and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant that were not pre-approved pursuant to Rule 2-01(c)(7)(ii) of Regulation S-X is compatible with maintaining the principal accountant’s independence.

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 required in this filing.

Item 8. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

Not required in this filing.

Item 9. Submission of Matters to a Vote of Security Holders.

Effective February 7, 2005, the Governance Committee of the Board of Trustees revised the procedures by which a Fund’s shareholders may recommend nominees to the registrant’s Board of Trustees to add the following (highlighted):

The Governance Committee shall, when identifying candidates for the position of Independent Trustee, consider any such candidate recommended by a shareholder of a Fund if such recommendation contains (i)sufficient background information concerning the candidate, including evidence the candidate is willing to serve as an Independent Trustee if selected for the position; and (ii) is received in a sufficiently timely manner (and in any event no later than the date specified for receipt of shareholder proposals in any applicable proxy statement with respect to a Fund). Shareholders shall be directed to address any such recommendations in writing to the attention of the Governance Committee, c/o the Secretary of the Fund. The Secretary shall retain copies of any shareholder recommendations which meet the foregoing requirements for a period of not more than 12 months following receipt. The Secretary shall have no obligation to acknowledge receipt of any shareholder recommendations

Item 10. 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 11. 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 Opportunities Portfolio

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

Date:	December 16, 2005

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/ Kevin M. Connerty
	Kevin M. Connerty
	Treasurer


Date:	December 16, 2005


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


Date:	December 16, 2005

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