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 Growth 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)

Maureen A. Gemma 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, 2007

Item 1. Reports to Stockholders

Tax-Managed Multi-Cap Growth Portfolio as of October 31, 2007

PORTFOLIO OF INVESTMENTS

Common Stocks — 88.9%
Security	Shares		Value
Biotechnology — 2.3%
Celgene Corp.⁽¹⁾⁽²⁾		42,000	$	2,772,000
Cephalon, Inc.⁽¹⁾⁽²⁾		1,000		73,740
Genzyme Corp.⁽¹⁾		30,000		2,279,100
			$	5,124,840
Capital Markets — 0.0%
FCStone Group, Inc.⁽¹⁾		60	$	2,115
			$	2,115
Chemicals — 0.1%
Potash Corporation of Saskatchewan, Inc.		1,500	$	184,230
			$	184,230
Commercial Banks — 0.5%
Banco Itau Holding Financeira SA ADR⁽²⁾		34,774	$	992,798
			$	992,798
Commercial Services & Supplies — 1.0%
Manpower, Inc.		30,000	$	2,242,200
			$	2,242,200
Communications Equipment — 5.6%
BigBand Networks, Inc.⁽¹⁾		893	$	5,358
Research In Motion, Ltd.⁽¹⁾		89,865		11,189,091
Riverbed Technology, Inc.⁽¹⁾⁽²⁾		32,000		1,081,280
			$	12,275,729
Computer Peripherals — 3.3%
Apple, Inc.⁽¹⁾		14,500	$	2,754,275
Brocade Communications Systems, Inc.⁽¹⁾		460,000		4,374,600
			$	7,128,875
Construction & Engineering — 5.8%
Fluor Corp.		26,800	$	4,234,400
Foster Wheeler, Ltd.⁽¹⁾		56,600		8,390,950
			$	12,625,350

Security	Shares		Value
Consumer Finance — 0.4%
First Marblehead Corp. (The)⁽²⁾		24,000	$	931,920
			$	931,920
Containers & Packaging — 1.6%
Owens-Illinois, Inc.⁽¹⁾		77,100	$	3,424,782
			$	3,424,782
Diversified Consumer Services — 0.0%
Bright Horizons Family Solutions, Inc.⁽¹⁾		100	$	3,880
Capella Education Co.⁽¹⁾⁽²⁾		100		6,200
			$	10,080
Diversified Telecommunication Services — 0.3%
Maxcom Telecomunicaciones SAB de CV, ADR⁽¹⁾⁽²⁾		35,239	$	611,749
			$	611,749
Electrical Equipment — 2.3%
JA Solar Holdings Co. Ltd. ADR⁽¹⁾		78,000	$	4,492,800
Solaria Energia y Medio Ambiente SA⁽¹⁾		18,279		528,903
			$	5,021,703
Energy Equipment & Services — 3.3%
Diamond Offshore Drilling, Inc.		47,000	$	5,321,810
Tenaris S.A. ADR⁽²⁾		36,000		1,936,800
			$	7,258,610
Food & Staples Retailing — 1.9%
Shoppers Drug Mart Corp.		53,000	$	3,090,272
Susser Holdings Corp.⁽¹⁾		39,232		978,446
			$	4,068,718
Health Care Equipment & Supplies — 0.0%
Thoratec Corp.⁽¹⁾⁽²⁾		625	$	12,481
			$	12,481
Health Care Providers & Services — 2.2%
DaVita, Inc.⁽¹⁾		47,075	$	3,068,819
Henry Schein, Inc.⁽¹⁾⁽²⁾		28,000		1,677,200
			$	4,746,019

See notes to financial statements
17

Tax-Managed Multi-Cap Growth Portfolio as of October 31, 2007

PORTFOLIO OF INVESTMENTS CONT'D

Security	Shares		Value
Household Durables — 0.0%
Standard-Pacific Corp.⁽²⁾		100	$	480
			$	480
Industrial Conglomerates — 0.0%
McDermott International, Inc.⁽¹⁾		200	$	12,212
			$	12,212
Insurance — 0.0%
Admiral Group PLC		1,000	$	21,504
Progressive Corp.		400		7,400
			$	28,904
Internet & Catalog Retail — 1.9%
Priceline.com, Inc.⁽¹⁾⁽²⁾		43,900	$	4,087,090
			$	4,087,090
Internet Software & Services — 8.0%
Ariba, Inc.⁽¹⁾		308,110	$	3,986,943
DealerTrack Holdings, Inc.⁽¹⁾		42,225		2,072,825
Equinix, Inc.⁽¹⁾⁽²⁾		500		58,330
Google Inc., Class A⁽¹⁾		10,892		7,700,644
Omniture, Inc.⁽¹⁾⁽²⁾		1,000		34,160
SAVVIS, Inc.⁽¹⁾⁽²⁾		50,000		1,889,000
Skillsoft PLC ADR⁽¹⁾		56,000		501,200
Switch & Data Facilities Co., Inc.⁽¹⁾⁽²⁾		61,448		1,209,297
			$	17,452,399
IT Services — 2.2%
MasterCard, Inc., Class A⁽²⁾		26,000	$	4,928,300
WNS Holdings, Ltd. ADR⁽¹⁾		52		1,114
			$	4,929,414
Life Sciences Tools & Services — 0.9%
WuXi PharmaTech Cayman, Inc. ADR⁽¹⁾⁽²⁾		54,000	$	2,078,460
			$	2,078,460
Machinery — 0.8%
Flowserve Corp.		1,000	$	78,960
Titan International, Inc.⁽²⁾		58,000		1,755,080
			$	1,834,040

Security	Shares		Value
Media — 0.9%
Central European Media Enterprises, Ltd., Class A⁽¹⁾		4,450	$	510,637
CTC Media, Inc.⁽¹⁾		3,830		96,095
Focus Media Holding, Ltd. ADR⁽¹⁾⁽²⁾		18,885		1,170,870
Tribune Co.		4,531		137,108
			$	1,914,710
Metals & Mining — 9.4%
Aber Diamond Corp.⁽²⁾		16,927	$	743,603
Bolnisi Gold NL⁽¹⁾		100		264
Century Aluminum Co.⁽¹⁾		100		5,819
Gammon Gold, Inc.⁽¹⁾⁽²⁾		421,000		4,348,930
Golden Star Resources, Ltd.⁽¹⁾		782,000		2,815,200
Kinross Gold Corp.⁽¹⁾		138,000		2,715,840
Roca Mines, Inc.⁽¹⁾		152,739		617,517
Thompson Creek Metals Co., Inc.⁽¹⁾		340,000		8,942,093
United States Steel Corp.		1,000		107,900
Western Copper Corp.⁽¹⁾		110,000		185,302
			$	20,482,468
Oil, Gas & Consumable Fuels — 8.6%
CNX Gas Corp.⁽¹⁾⁽²⁾		40,000	$	1,276,800
ConocoPhillips		42,000		3,568,320
Goodrich Petroleum Corp.⁽¹⁾⁽²⁾		1,000		33,210
Hess Corp.		93,400		6,688,374
Massey Energy Co.		36,000		1,140,480
Occidental Petroleum Corp.		21,000		1,450,050
Peabody Energy Corp.		22,500		1,254,375
Quicksilver Resources, Inc.⁽¹⁾⁽²⁾		61,000		3,477,000
Rosetta Resources, Inc.⁽¹⁾		100		1,900
W&T Offshore, Inc.		1,000		26,820
			$	18,917,329
Personal Products — 0.9%
Herbalife, Ltd.		44,730	$	1,972,146
			$	1,972,146
Pharmaceuticals — 5.0%
Elan Corp. PLC Sponsored ADR⁽¹⁾⁽²⁾		189,000	$	4,498,200
Flamel Technologies SA Sponsored ADR⁽¹⁾		100		946
Ipsen SA		14,500		826,206
Shire Pharmaceuticals Group PLC ADR		75,000		5,636,250
			$	10,961,602

See notes to financial statements
18

Tax-Managed Multi-Cap Growth Portfolio as of October 31, 2007

PORTFOLIO OF INVESTMENTS CONT'D

Security	Shares		Value
Real Estate Investment Trusts (REITs) — 4.4%
Annaly Capital Management, Inc.⁽²⁾		528,396	$	9,030,288
MFA Mortgage Investments, Inc.⁽²⁾		66,221		566,852
			$	9,597,140
Real Estate Management & Development — 0.0%
Move, Inc.⁽¹⁾		1,013	$	2,573
			$	2,573
Semiconductors & Semiconductor Equipment — 6.2%
Atheros Communications, Inc.⁽¹⁾⁽²⁾		127,000	$	4,457,700
Cavium Networks, Inc.⁽¹⁾⁽²⁾		1,800		52,344
MEMC Electronic Materials, Inc.⁽¹⁾		124,500		9,115,890
Tessera Technologies, Inc.⁽¹⁾		500		19,095
		��	$	13,645,029
Software — 0.6%
Nintendo Co., Ltd.		2,000	$	1,271,039
			$	1,271,039
Specialty Retail — 0.4%
Coldwater Creek, Inc.⁽¹⁾⁽²⁾		500	$	4,475
DSW, Inc., Class A⁽¹⁾		500		11,250
GameStop Corp., Class A⁽¹⁾		13,000		769,860
			$	785,585
Textiles, Apparel & Luxury Goods — 0.6%
Crocs, Inc.⁽¹⁾⁽²⁾		17,500	$	1,308,125
			$	1,308,125
Thrifts & Mortgage Finance — 0.4%
BankUnited Financial Corp., Class A⁽²⁾		500	$	4,315
Hudson City Bancorp, Inc.		62,000		970,920
			$	975,235
Tobacco — 3.2%
Loews Corp. - Carolina Group		82,773	$	7,100,268
			$	7,100,268

Security	Shares		Value
Wireless Telecommunication Services — 3.9%
China Mobile, Ltd. ADR		1,000	$	103,680
Leap Wireless International, Inc.⁽¹⁾		13,000		927,030
Millicom International Cellular SA⁽¹⁾⁽²⁾		11,677		1,371,814
NII Holdings, Inc., Class B⁽¹⁾		67,115		3,892,670
Philippine Long Distance Telephone Co. Sponsored ADR		1,000		68,600
Rogers Communications, Inc., Class B		41,000		2,089,360
			$	8,453,154
Total Common Stocks (identified cost $128,008,767)			$	194,471,601
Investment Funds — 2.6%
Security	Shares		Value
Investment Services — 2.6%
iShares FTSE/Xinhua China 25 Index Fund⁽²⁾		18,100	$	3,962,271
LYXOR CAC 40⁽²⁾		22,000		1,861,967
			$	5,824,238
Total Investment Funds (identified cost $4,572,967)			$	5,824,238
Short-Term Investments — 28.2%
Description	Shares/Interest (000's omitted)		Value
Eaton Vance Cash Collateral Fund, LLC, 5.28%⁽³⁾⁽⁴⁾		42,927	$	42,927,068
Investment in Cash Management Portfolio, 4.83%⁽⁴⁾		18,780		18,779,788
Total Short-Term Investments (identified cost $61,706,856)			$	61,706,856
Total Investments — 119.7% (identified cost $194,288,590)			$	262,002,695
Other Assets, Less Liabilities — (19.7)%			$	(43,071,578	)
Net Assets — 100.0%			$	218,931,117

See notes to financial statements
19

Tax-Managed Multi-Cap Growth Portfolio as of October 31, 2007

PORTFOLIO OF INVESTMENTS CONT'D

ADR - American Depository Receipt

CAC 40 - Continuous Assisted Quotation, French Stock Market Index

⁽¹⁾Non-income producing security.

⁽²⁾All or a portion of these securities were on loan at October 31, 2007.

⁽³⁾ The amount invested in Eaton Vance Cash Collateral Fund, LLC represents cash collateral received for securities on loan at October 31, 2007. Other Assets, Less Liabilities includes an equal and offsetting liability of the Portfolio to repay collateral amounts upon the return of loaned securities.

⁽⁴⁾ 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 October 31, 2007.

See notes to financial statements
20

Tax-Managed Multi-Cap Growth Portfolio as of October 31, 2007

FINANCIAL STATEMENTS

Statement of Assets and Liabilities

As of October 31, 2007

Assets
Unaffiliated investments, at value including $41,589,925 of securities on loan (identified cost, $132,581,734)	$	200,295,839
Affiliated investments, at value (identified cost, $61,706,856)		61,706,856
Cash		28,409
Receivable for investments sold		5,968,943
Dividends and interest receivable		106,443
Interest receivable from affiliated investments		60,131
Securities lending income receivable		29,984
Total assets	$	268,196,605
Liabilities
Collateral for securities loaned	$	42,927,068
Payable for investments purchased		6,139,367
Payable to affiliate for investment advisory fees		110,550
Payable to affiliate for Trustees' fees		1,102
Accrued expenses		87,401
Total liabilities	$	49,265,488
Net Assets applicable to investors' interest in Portfolio	$	218,931,117
Sources of Net Assets
Net proceeds from capital contributions and withdrawals	$	151,217,012
Net unrealized appreciation (computed on the basis of identified cost)		67,714,105
Total	$	218,931,117

Statement of Operations

For the Year Ended
October 31, 2007

Investment Income
Dividends (net of foreign taxes, $22,414)	$	4,485,591
Interest		14,640
Interest income allocated from affiliated investments		554,086
Security lending income, net		202,869
Expenses allocated from affiliated investments		(51,828	)
Total investment income	$	5,205,358
Expenses
Investment adviser fee	$	1,094,912
Trustees' fees and expenses		11,266
Custodian fee		112,770
Legal and accounting services		34,765
Miscellaneous		7,745
Total expenses	$	1,261,458
Deduct — Reduction of custodian fee	$	25
Total expense reductions	$	25
Net expenses	$	1,261,433
Net investment income	$	3,943,925
Realized and Unrealized Gain (Loss)
Net realized gain (loss) — Investment transactions	$	32,214,023
Foreign currency transactions		18,861
Net realized gain	$	32,232,884
Change in unrealized appreciation (depreciation) — Investments	$	29,932,482
Net change in unrealized appreciation (depreciation)	$	29,932,482
Net realized and unrealized gain	$	62,165,366
Net increase in net assets from operations	$	66,109,291

See notes to financial statements
21

Tax-Managed Multi-Cap Growth Portfolio as of October 31, 2007

FINANCIAL STATEMENTS CONT'D

Statements of Changes in Net Assets

Increase (Decrease) in Net Assets	Year Ended October 31, 2007			Year Ended October 31, 2006
From operations —
Net investment income	$	3,943,925		$	849,450
Net realized gain from investment and foreign currency transactions		32,232,884			2,581,130
Net change in unrealized appreciation (depreciation) from investments and foreign currency		29,932,482			23,593,390
Net increase in net assets from operations	$	66,109,291		$	27,023,970
Capital transactions — Contributions	$	21,049,018		$	8,380,760
Withdrawals		(18,789,888	)		(20,616,323	)
Net increase (decrease) in net assets from capital transactions	$	2,259,130		$	(12,235,563	)
Net increase in net assets	$	68,368,421		$	14,788,407
Net Assets
At beginning of year	$	150,562,696		$	135,774,289
At end of year	$	218,931,117		$	150,562,696

See notes to financial statements
22

Tax-Managed Multi-Cap Growth Portfolio as of October 31, 2007

FINANCIAL STATEMENTS CONT'D

Supplementary Data

	Year Ended October 31,
	2007			2006			2005			2004			2003
Ratios/Supplemental Data
Ratios (As a percentage of average daily net assets):
Expenses before custodian fee reduction⁽¹⁾		0.72	%		0.76	%		0.77	%		0.76	%		0.79	%
Expenses after custodian fee reduction⁽¹⁾		0.72	%		0.76	%		0.77	%		0.76	%		0.79	%
Net investment income (loss)		2.24	%⁽²⁾		0.59	%		0.10	%		(0.06	)%		(0.54	)%
Portfolio Turnover		157	%		181	%		217	%		239	%		224	%
Total Return		44.75	%		20.69	%		8.71	%		4.60	%		34.80	%
Net assets, end of year (000's omitted)	$	218,931		$	150,563		$	135,774		$	108,894		$	86,988

⁽¹⁾The investment adviser voluntarily waived a portion of its investment advisory fee (equal to 0.01% of average net assets for 2006 and 2004, respectively).

⁽²⁾ Includes special dividends equal to 1.85% of average daily net assets.

See notes to financial statements
23

Tax-Managed Multi-Cap Growth Portfolio as of October 31, 2007

NOTES TO FINANCIAL STATEMENTS

1 Significant Accounting Policies

Tax-Managed Multi-Cap Growth Portfolio (the Portfolio) (formerly Tax-Managed Multi-Cap Opportunity Portfolio) is registered under the Investment Company Act of 1940, as amended (the 1940 Act), 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, 2007, Eaton Vance Tax-Managed Multi-Cap Growth Fund and the Eaton Vance Tax-Managed Equity Asset Allocation Fund held 45.0% and 54.8% 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 account ing 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 Global or Global Select Market 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 at 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 are acquired with a remaining maturity of more than 60 days, they will be valued by a pricing service. 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 exchange traded foreign securities generally is determ ined 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 considering relevant factors, data and information includi ng the market value of freely tradable securities of the same class in the principal market on which such securities are normally traded.

The Portfolio may invest in Cash Management Portfolio (Cash Management) and Eaton Vance Cash Collateral Fund, LLC (Cash Collateral Fund), affiliated investment companies managed by Boston Management and Research (BMR), a subsidiary of Eaton Vance Management (EVM). Cash Management values its investment securities utilizing the amortized cost valuation technique permitted by Rule 2a-7 of 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. Investments in Cash Collateral Fund are valued at the net asset value per share on the valuation date.

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. 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.

C 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

Tax-Managed Multi-Cap Growth Portfolio as of October 31, 2007

NOTES TO FINANCIAL STATEMENTS CONT'D

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.

D 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.

E 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 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.

F 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.

G 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 t he Portfolio. 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.

H Financial Futures Contract — The Portfolio may enter into financial futures contracts. The Portfolio's investment in financial futures contracts is designed for hedging against changes in interest rates or as a substitute for the purchase of securities. Upon entering into a financial futures contract, the Portfolio is required to deposit with the broker, either in cash or securities an amount equal to a certain percentage of the purchase price (initial margin). Subsequent payments, known as variation margin, are made or received by the Portfolio each business day, depending on the daily fluctuations in the value of the underlying security, and are recorded as unrealized gains or losses by the Portfolio. Gains (losses) are realized upon the expiration or closing of the f inancial futures contracts. Should market conditions change unexpectedly, the Portfolio may not achieve the anticipated benefits of the financial futures contracts and may realize a loss. In entering such contracts, the Portfolio bears the risk if the counterparties do not perform under the contracts' terms.

I Purchased Options — Upon the purchase of a call or put option, the premium paid by the Portfolio is included in the Statement of Assets and Liabilities as an investment. The amount of the investment is subsequently marked-to-market to reflect the current market value of the option purchased, in accordance with the Portfolio's policies on investment valuations discussed above. If an option which the Portfolio has purchased expires on the stipulated expiration date, the Portfolio will realize a loss in the amount of the cost of the option. If 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. If the Portfo lio exercises a put option, it will realize a gain or loss from the sale of the underlying security, and the proceeds from such sale will be decreased by the premium originally paid. If the Portfolio exercises a call option, the cost of the security which the Portfolio purchases upon exercise will be increased by the premium originally paid.

J 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

Tax-Managed Multi-Cap Growth Portfolio as of October 31, 2007

NOTES TO FINANCIAL STATEMENTS CONT'D

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.

K Other — Investment transactions are accounted for on the date the securities are purchased or sold. Realized gains and losses on securities sold are determined on the basis of identified cost.

2 Investment Adviser Fee and Other Transactions with Affiliates

The investment adviser fee is earned by BMR as compensation for management and investment advisory services rendered to the Portfolio. Pursuant to the advisory agreement, BMR receives a monthly fee at the annual rate of 0.65% of the Portfolio's average daily net assets up to $500 million and at reduced rates as daily net assets exceed that level. The portion of the advisory fee payable by Cash Management on the Portfolio's investment of cash therein is credited against the Portfolio's advisory fees. For the year ended October 31, 2007, the Portfolio's advisory fee totaled $1,144,856, of which $49,944 was allocated from Cash Management and $1,094,912 was paid or accrued directly by the Portfolio. For the year ended October 31, 2007, the Portfolio's advisory fee, including the portion allocated from Cash Management, was 0.65% of the Portfolio's average daily net assets. Except as to the Trustees of the Portfolio who are not member s of EVM's or BMR's organizations, officers and Trustees receive remuneration for their services to the Portfolio out of such investment adviser fee. Certain officers and Trustees of the Portfolio are officers of the above organizations. Trustees of the Portfolio that are not affiliated with the investment adviser may elect to defer receipt of all or a percentage of their annual fees in accordance with the terms of the Trustees Deferred Compensation Plan. For the year ended October 31, 2007, no significant amounts have been deferred.

3 Investment Transactions

Purchases and sales of investments, other than short-term obligations, aggregated $261,091,822 and $262,877,560, respectively, for the year ended October 31, 2007.

4 Federal Income Tax Basis of Unrealized Appreciation (Depreciation)

The cost and unrealized appreciation (depreciation) in value of the investments owned at October 31, 2007 as determined on a federal income tax basis, were as follows:

Aggregate cost	$	194,686,052
Gross unrealized appreciation	$	67,657,134
Gross unrealized depreciation		(340,491	)
Net unrealized appreciation	$	67,316,643

5 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 may 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. The Portfolio did not have any open obligations under these financial instruments at October 31, 2007.

6 Line of Credit

The Portfolio participates with other portfolios and funds managed by EVM and its affiliates in a $200 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 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 0.07% 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, 2007.

Tax-Managed Multi-Cap Growth Portfolio as of October 31, 2007

NOTES TO FINANCIAL STATEMENTS CONT'D

7 Securities Lending Agreement

The Portfolio has established a securities lending agreement with SSBT as securities lending agent in which the Portfolio lends portfolio securities to qualified borrowers in exchange for collateral consisting of either cash or U.S. government securities in an amount at least equal to the market value of the securities on loan. Cash collateral is invested in Cash Collateral Fund. The Portfolio earns interest on the amount invested in Cash Collateral Fund but it must pay the broker a loan rebate fee computed as a varying percentage of the collateral received. The loan rebate fee paid by the Portfolio amounted to $2,067,133 for the year ended October 31, 2007. At October 31, 2007, the value of the securities loaned and the value of the collateral amounted to $41,589,925 and $42,927,068, respectively. In the event of counterparty default, the Portfolio is subject to potential loss if it is delayed or prevented from exercising its r ight to dispose of the collateral. The Portfolio bears risk in the event that invested collateral is not sufficient to meet obligations due on loans.

8 Recently Issued Accounting Pronouncements

In June 2006, the Financial Accounting Standards Board (FASB) issued FASB Interpretation No. 48 (FIN 48), "Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109". FIN 48 clarifies the accounting for uncertainty in income taxes recognized in accordance with FASB Statement No. 109, "Accounting for Income Taxes". This interpretation prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. It also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. FIN 48 is effective on the last business day of the first required financial reporting period for fiscal years beginning after December 15, 2006. Management is currently evaluating the impact of applying the various provisions of FIN 48.

In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157 (FAS 157), "Fair Value Measurements". FAS 157 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosure about fair value measurements. FAS 157 is effective for fiscal years beginning after November 15, 2007. Management is currently evaluating the impact the adoption of FAS 157 will have on the Portfolio's financial statement disclosures.

Tax-Managed Multi-Cap Growth Portfolio as of October 31, 2007

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

We have audited the accompanying statement of assets and liabilities of Tax-Managed Multi-Cap Growth Portfolio (the "Portfolio") (formerly Tax-Managed Multi-Cap Opportunity Portfolio), including the portfolio of investments, as of October 31, 2007, and the related statement of operations for the year then ended, the statements of changes in 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. 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 audit 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. Our audits included 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 and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of October 31, 2007, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and supplementary data referred to above present fairly, in all material respects, the financial position of Tax-Managed Multi-Cap Growth Portfolio as of October 31, 2007, 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 14, 2007

Eaton Vance Tax-Managed Multi-Cap Growth Fund

BOARD OF TRUSTEES' ANNUAL APPROVAL OF THE INVESTMENT ADVISORY AGREEMENT

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 23, 2007, 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 Special Committee of the Board, which is a committee comprised exclusively of Independent Trustees. Prior to making its recommendation, the Special Committee reviewed information furnished for a series of meetings of the Special Committee held in February, March and April 2007. 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 to the investment performance of comparable funds over various time periods;

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

• Comparative information concerning fees charged by each adviser for managing other mutual funds and institutional accounts using investment strategies and techniques similar to those used in managing the 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;

• Information concerning 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 "soft dollar" benefits received in connection with the funds' brokerage, and the implementation of a soft dollar reimbursement program established with respect to the funds;

• 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 proxy voting policies and procedures;

• 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;

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

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

In addition to the information identified above, the Special 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, 2007, the Board met ten times and the Special Committee, the Audit Committee and the Governance Committee, each of which is a Committee comprised solely of Independent Trustees, met twelve, fourteen and eight 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.

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 Special Committee was assisted throughout the contract review process by Goodwin Procter LLP, legal counsel for the Independent Trustees. The members of the Special 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 Special 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 Special Committee concluded that the continuance of the investment advisory agreement of the Tax-Managed Multi-Cap Opportunity Portfolio (the "Portfolio"), the portfolio in which the Eaton Vance Tax-Managed Multi-Cap Opportunity Fund (the "Fund") invests, with Boston Management and Research (the "Adviser"), including its fee structure, is in the interests of shareholders and, therefore, the Special Committee recommended to the Board approval of the agreement. The Board accepted the recommendation of the Special Committee as well as the factors considered and conclusions reached by the Special 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 th e 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. 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 paid to recruit and retain investment personnel, and the time and attention devoted to the Portfolio by senior management.

The Board 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 from regulatory authorities such as the Securities and Exchange Commission and the National Association of Securities Dealers.

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.

Eaton Vance Tax-Managed Multi-Cap Growth Fund

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

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, 2006 for the Fund. The Board concluded that performance of the Fund was satisfactory.

Management Fees and Expenses

The Board reviewed contractual investment advisory fee rates, including any administrative fee rates, payable by the Fund (referred to collectively as "management fees"). As part of its review, the Board considered the management fees (including administrative fees) and the Fund's total expense ratio for the one-year period ended September 30, 2006, as compared to a group of similarly managed funds selected by an independent data provider.

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 and the Fund's total expense ratio 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, the Portfolio and 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 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, 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 benefits from economies of scale are currently being shared equitably by the Adv iser and its affiliates and the Fund. 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, can be expected to cause the Adviser and its affiliates and the Fund to continue to share such benefits equitably.

Eaton Vance Tax-Managed Multi-Cap Growth Fund

MANAGEMENT AND ORGANIZATION

Fund Management. The Trustees of Eaton Vance Mutual Funds Trust (the Trust) and Tax-Managed Multi-Cap Growth 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" refers to Eaton Vance, Inc., "EVM" refers to Eaton Vance Management, "BMR" refers to Boston Management and Research, "Parametric" refers to Parametric Portfolio Associates 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 his or her 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

Thomas E. Faust Jr. 5/31/58

Trustee and President of the Trust

Trustee since 2007 and President of the Trust since 2002

Chairman, Chief Executive Officer and President of EVC, President of EV, Chief Executive Officer and President of EVM and BMR, and Director of EVD. Trustee and/or Officer of 176 registered investment companies and 5 private investment companies in the Eaton Vance Fund Complex. Mr. Faust is an interested person because of his positions with EVM, BMR, EVC and EV which are affiliates of the Trust and Portfolio.

176

Director of EVC

Noninterested Trustee(s)

Benjamin C. Esty 1/2/63

Trustee

Since 2005

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

176

None

Allen R. Freedman 4/3/40

Trustee

Since 2007

Former Chairman and Chief Executive Officer of Assurant, Inc. (insurance provider) (1978-2000).

175

Direct or Assurant, Inc. and Stonernor Partners L.P. (owner and operator of cemeteries)

William H. Park 9/19/47

Trustee

Since 2003

Vice Chairman, Commercial Industrial Finance Corp. (specialty finance company) (since 2006). Formerly, President and Chief Executive Officer, Prizm Capital Management, LLC (investment management firm) (since 2002-2005).

176

None

Ronald A. Pearlman 7/10/40

Trustee

Since 2003

Professor of Law, Georgetown University Law Center.

176

None

Norton H. Reamer 9/21/35

Trustee

Trustee of the Trust since 1986 and 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 and Chief Operating Officer, Hellman, Jordan Management Co., Inc. (an investment management company) (2000-2003). Formerly, Advisory Director of Berkshire Capital Corporation (investment banking firm) (2002-2003).

176

None

Eaton Vance Tax-Managed Multi-Cap Growth 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)

Heidi L. Steiger 7/8/53

Trustee

Since 2007

President, Lowenhaupt Global Advisors, LLC (global wealth management firm) (since 2005); Formerly, President and Contributing Editor, Worth Magazine (2004); Formerly, Executive Vice President and Global Head of Private Asset Management (and various other positions), Neuberger Berman (investment firm) (1986-2004).

173

Direct of Nuclear Electric Insurance Ltd. (nuclear insurance provider) and Aviva USA (insurance provider)

Lynn A. Stout 9/14/57

Trustee

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

Paul Hastings Professor of Corporate and Securities Law, University of California at Los Angeles School of Law.

176

None

Ralph F. Verni 1/26/43

Chairman of the Board and Trustee

Chairman of the Board since 2007 and Trustee since 2005

Consultant and private investor.

176

None

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

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

Vice President of the Trust

Since 1995

Vice President of EVM and BMR. Officer of 74 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 89 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.

Charles B. Gaffney 12/4/72

Vice President of the Trust

Since 2007

Vice President of EVM and BMR. Previously, Sector Portfolio Manager and Senior Equity Analyst of Brown Brothers Harriman (1997-2003). Officer of 29 registered investment companies managed by EVM or BMR.

Christine M. Johnston 11/9/72

Vice President of the Trust

Since 2007

Vice President of EVM and BMR. Officer of 34 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 32 registered investment companies managed by EVM or BMR.

Thomas H. Luster 4/8/62

Vice President of the Trust

Since 2006

Vice President of EVM and BMR. Officer of 48 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 54 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 89 registered investment companies managed by EVM or BMR.

Duncan W. Richardson 10/26/57

Vice President of the Trust and President of the Portfolio

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

Executive Vice President and Chief Equity Investment Officer of EVC, EVM and BMR. Officer of 80 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 38 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 53 registered investment companies managed by EVM or BMR.

Eaton Vance Tax-Managed Multi-Cap Growth 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

Principal Officers who are not Trustees (continued)

Susan Schiff 3/13/61

Vice President of the Trust

Since 2002

Vice President of EVM and BMR. Officer of 35 registered investment companies managed by EVM or BMR.

Thomas Seto 9/27/62

Vice President of the Trust

Since 2007

Vice President and Director of Portfolio Management of Parametric. Officer of 30 registered investment companies managed by EVM or BMR.

David M. Stein 5/4/51

Vice President of the Trust

Since 2007

Managing Director and Chief Investment Officer of Parametric. Officer of 30 registered investment companies managed by EVM or BMR.

Mark S. Venezia 5/23/49

Vice President of the Trust

Since 2007

Vice President of EVM and BMR. Officer of 35 registered investment companies managed by EVM or BMR.

Adam A. Weigold 3/22/75

Vice President of the Trust

Since 2007

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

Barbara E. Campbell 6/19/57

Treasurer of the Trust

Since 2005

Vice President of EVM and BMR. Officer of 176 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 98 registered investment companies managed by EVM or BMR.

Maureen A. Gemma 5/24/60

Secretary

Since 2007

Vice President and Deputy Chief Legal Officer of EVM and BMR. Officer of 176 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 176 registered investment companies managed by EVM or BMR.

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

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.

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

The Eaton Vance Building
255 State Street
Boston, MA 02109

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

The Eaton Vance Building
255 State Street
Boston, MA 02109

Principal Underwriter
Eaton Vance Distributors, Inc.

The Eaton Vance Building
255 State Street
Boston, MA 02109
(617) 482-8260

Custodian
State Street Bank and Trust Company

200 Clarendon Street
Boston, MA 02116

Transfer Agent
PFPC Inc.

Attn: Eaton Vance Funds
P.O. Box 9653
Providence, RI 02940-9653
(800) 262-1122

Independent Registered Public Accounting Firm
Deloitte & Touche LLP

200 Berkeley Street
Boston, MA 02116-5022

Eaton Vance Tax-Managed Multi-Cap Opportunity Fund
The Eaton Vance Building
255 State Street
Boston, MA 02109

This report must be preceded or accompanied by a current prospectus. Before investing, investors should consider carefully the Fund's investment objective(s), risks, and charges and expenses. The Fund's current prospectus contains this and other information about the Fund and is available through your financial advisor. Please read the prospectus carefully before you invest or send money. For further information please call 1-800-225-6265.

824-12/07 TMCAPSRC

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 and Norton H. Reamer, each an independent trustee, as its audit committee financial experts. Mr. Park is a certified public accountant who is the Vice Chairman of Commercial Industrial Finance Corp (specialty finance company). Previously, he served as President and Chief Executive Officer of Prizm Capital Management, LLC (investment management firm) and as Executive Vice President and Chief Financial Officer of United Asset Management Corporation (“UAM”) (a holding company owning institutional investment management firms). 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 and Chief Operating Officer 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 the aggregate fees billed to the registrant for the fiscal years ended October 31, 2006 and October 31, 2007 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	10/31/2006		10/31/2007

Audit Fees	$	25,810	$	28,310

Audit-Related Fees(1)	$	0	$	0

Tax Fees(2)	$	5,670	$	6,168

All Other Fees(3)	$	0	$	0

Total	$	31,480	$	34,478

(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 tax related 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.

During the Funds’ fiscal years ended October 31, 2006 and October 31, 2007, $35,000 was billed for each such fiscal year by D&T, the principal accountant for the Funds, 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 the 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, 2006 and October 31, 2007; 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.

Fiscal Years Ended	10/31/2006		10/31/2007

Registrant	$	5,670	$	6,168

Eaton Vance(1)	$	83,600	$	286,446

(1) Certain subsidiaries of Eaton Vance Corp. provide ongoing services to the registrant.

(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. Portfolio Managers of Closed-End Management Investment Companies

Not required in this filing.

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

Not required in this filing.

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:	December 14, 2007

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 14, 2007

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


Date:	December 14, 2007

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