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)
One Post Office Square, Boston, Massachusetts 02109
(Address of Principal Executive Offices)
Deidre E. Walsh
One Post Office Square, Boston, Massachusetts 02109
(Name and Address of Agent for Services)
(617) 482-8260
(Registrant’s Telephone Number)
October 31
Date of Fiscal Year End
April 30, 2024
Date of Reporting Period
Item 1. Reports to Stockholders
Tax-Managed Multi-Cap Growth Portfolio
April 30, 2024
Portfolio of Investments (Unaudited)
| Security | Shares | Value |
| Biotechnology — 2.4% |
| Vertex Pharmaceuticals, Inc.(1) | | 15,175 | $ 5,960,892 |
| | | | $ 5,960,892 |
| Broadline Retail — 8.7% |
| Amazon.com, Inc.(1) | | 122,446 | $ 21,428,050 |
| | | | $ 21,428,050 |
| Building Products — 0.6% |
| Trex Co., Inc.(1) | | 15,892 | $ 1,407,237 |
| | | | $ 1,407,237 |
| Capital Markets — 1.0% |
| S&P Global, Inc. | | 5,966 | $ 2,480,842 |
| | | | $ 2,480,842 |
| Chemicals — 1.8% |
| Celanese Corp. | | 4,789 | $ 735,638 |
| Ecolab, Inc. | | 7,531 | 1,703,136 |
| Sherwin-Williams Co. | | 6,570 | 1,968,438 |
| | | | $ 4,407,212 |
| Commercial Services & Supplies — 2.2% |
| Copart, Inc.(1) | | 49,420 | $ 2,684,000 |
| Waste Connections, Inc. | | 16,156 | 2,618,726 |
| | | | $ 5,302,726 |
| Consumer Staples Distribution & Retail — 2.2% |
| BJ's Wholesale Club Holdings, Inc.(1) | | 20,442 | $ 1,526,609 |
| Performance Food Group Co.(1) | | 58,516 | 3,972,066 |
| | | | $ 5,498,675 |
| Electrical Equipment — 2.4% |
| AMETEK, Inc. | | 34,300 | $ 5,990,838 |
| | | | $ 5,990,838 |
| Financial Services — 5.5% |
| Fiserv, Inc.(1) | | 13,974 | $ 2,133,411 |
| Shift4 Payments, Inc., Class A(1) | | 13,838 | 800,667 |
| Visa, Inc., Class A | | 38,845 | 10,434,155 |
| | | | $ 13,368,233 |
| Security | Shares | Value |
| Food Products — 1.0% |
| Mondelez International, Inc., Class A | | 35,144 | $ 2,528,259 |
| | | | $ 2,528,259 |
| Ground Transportation — 3.0% |
| J.B. Hunt Transport Services, Inc. | | 14,100 | $ 2,292,237 |
| Norfolk Southern Corp. | | 8,734 | 2,011,615 |
| Uber Technologies, Inc.(1) | | 47,387 | 3,140,336 |
| | | | $ 7,444,188 |
| Health Care Equipment & Supplies — 3.0% |
| Intuitive Surgical, Inc.(1) | | 8,574 | $ 3,177,696 |
| Stryker Corp. | | 12,668 | 4,262,782 |
| | | | $ 7,440,478 |
| Health Care Providers & Services — 3.0% |
| UnitedHealth Group, Inc. | | 15,062 | $ 7,285,489 |
| | | | $ 7,285,489 |
| Hotels, Restaurants & Leisure — 1.5% |
| Booking Holdings, Inc. | | 735 | $ 2,537,242 |
| Starbucks Corp. | | 12,443 | 1,101,081 |
| | | | $ 3,638,323 |
| Interactive Media & Services — 13.3% |
| Alphabet, Inc., Class A(1) | | 71,981 | $ 11,717,067 |
| Alphabet, Inc., Class C(1) | | 74,231 | 12,221,392 |
| Meta Platforms, Inc., Class A | | 20,515 | 8,824,938 |
| | | | $ 32,763,397 |
| IT Services — 4.4% |
| Accenture PLC, Class A | | 7,692 | $ 2,314,600 |
| Gartner, Inc.(1) | | 3,812 | 1,572,793 |
| GoDaddy, Inc., Class A(1) | | 44,180 | 5,406,749 |
| Okta, Inc.(1) | | 15,035 | 1,397,954 |
| | | | $ 10,692,096 |
| Life Sciences Tools & Services — 1.2% |
| Danaher Corp. | | 11,868 | $ 2,926,886 |
| | | | $ 2,926,886 |
| Pharmaceuticals — 1.4% |
| Zoetis, Inc. | | 21,452 | $ 3,416,016 |
| | | | $ 3,416,016 |
14
See Notes to Financial Statements.
Tax-Managed Multi-Cap Growth Portfolio
April 30, 2024
Portfolio of Investments (Unaudited) — continued
| Security | Shares | Value |
| Real Estate Management & Development — 0.5% |
| FirstService Corp. | | 7,851 | $ 1,154,097 |
| | | | $ 1,154,097 |
| Semiconductors & Semiconductor Equipment — 6.7% |
| Monolithic Power Systems, Inc. | | 8,854 | $ 5,926,248 |
| NVIDIA Corp. | | 12,159 | 10,505,619 |
| | | | $ 16,431,867 |
| Software — 19.2% |
| Adobe, Inc.(1) | | 13,431 | $ 6,216,270 |
| Altair Engineering, Inc., Class A(1) | | 7,902 | 635,716 |
| Intuit, Inc. | | 6,414 | 4,012,727 |
| Microsoft Corp. | | 74,352 | 28,947,464 |
| Salesforce, Inc. | | 27,530 | 7,403,918 |
| | | | $ 47,216,095 |
| Specialty Retail — 1.7% |
| TJX Cos., Inc. | | 44,664 | $ 4,202,436 |
| | | | $ 4,202,436 |
| Technology Hardware, Storage & Peripherals — 8.1% |
| Apple, Inc. | | 116,404 | $ 19,827,093 |
| | | | $ 19,827,093 |
| Textiles, Apparel & Luxury Goods — 2.1% |
| Lululemon Athletica, Inc.(1) | | 9,325 | $ 3,362,595 |
| NIKE, Inc., Class B | | 19,321 | 1,782,555 |
| | | | $ 5,145,150 |
| Trading Companies & Distributors — 2.4% |
| United Rentals, Inc. | | 8,869 | $ 5,924,403 |
| | | | $ 5,924,403 |
Total Common Stocks
(identified cost $71,178,687) | | | $243,880,978 |
| Short-Term Investments — 0.8% |
| Security | Shares | Value |
| Morgan Stanley Institutional Liquidity Funds - Government Portfolio, Institutional Class, 5.22%(2) | | 2,045,289 | $ 2,045,289 |
Total Short-Term Investments
(identified cost $2,045,289) | | | $ 2,045,289 |
Total Investments — 100.1%
(identified cost $73,223,976) | | | $245,926,267 |
| Other Assets, Less Liabilities — (0.1)% | | | $ (169,440) |
| Net Assets — 100.0% | | | $245,756,827 |
| The percentage shown for each investment category in the Portfolio of Investments is based on net assets. |
| (1) | Non-income producing security. |
| (2) | May be deemed to be an affiliated investment company. The rate shown is the annualized seven-day yield as of April 30, 2024. |
15
See Notes to Financial Statements.
Tax-Managed Multi-Cap Growth Portfolio
April 30, 2024
Statement of Assets and Liabilities (Unaudited)
| | April 30, 2024 |
| Assets | |
| Unaffiliated investments, at value (identified cost $71,178,687) | $ 243,880,978 |
| Affiliated investments, at value (identified cost $2,045,289) | 2,045,289 |
| Dividends receivable | 20,061 |
| Dividends receivable from affiliated investments | 7,116 |
| Securities lending income receivable | 2,139 |
| Tax reclaims receivable | 1,427 |
| Trustees' deferred compensation plan | 42,237 |
| Total assets | $245,999,247 |
| Liabilities | |
| Payable to affiliates: | |
| Investment adviser fee | $ 133,921 |
| Trustees' deferred compensation plan | 42,237 |
| Payable for custodian fee | 33,924 |
| Payable for legal and accounting services | 26,008 |
| Accrued expenses | 6,330 |
| Total liabilities | $ 242,420 |
| Net Assets applicable to investors' interest in Portfolio | $245,756,827 |
16
See Notes to Financial Statements.
Tax-Managed Multi-Cap Growth Portfolio
April 30, 2024
Statement of Operations (Unaudited)
| | Six Months Ended |
| | April 30, 2024 |
| Investment Income | |
| Dividend income (net of foreign taxes withheld of $5,024) | $ 644,292 |
| Dividend income from affiliated investments | 35,745 |
| Securities lending income, net | 5,835 |
| Total investment income | $ 685,872 |
| Expenses | |
| Investment adviser fee | $ 791,828 |
| Trustees’ fees and expenses | 6,735 |
| Custodian fee | 29,819 |
| Legal and accounting services | 20,227 |
| Miscellaneous | 718 |
| Total expenses | $ 849,327 |
| Deduct: | |
| Waiver and/or reimbursement of expenses by affiliates | $ 1,045 |
| Total expense reductions | $ 1,045 |
| Net expenses | $ 848,282 |
| Net investment loss | $ (162,410) |
| Realized and Unrealized Gain (Loss) | |
| Net realized gain (loss): | |
| Investment transactions | $ 6,085,024(1) |
| Foreign currency transactions | (19) |
| Net realized gain | $ 6,085,005 |
| Change in unrealized appreciation (depreciation): | |
| Investments | $ 33,528,498 |
| Foreign currency | 5 |
| Net change in unrealized appreciation (depreciation) | $33,528,503 |
| Net realized and unrealized gain | $39,613,508 |
| Net increase in net assets from operations | $39,451,098 |
| (1) | Includes $1,387,654 of net realized gains from redemptions in-kind. |
17
See Notes to Financial Statements.
Tax-Managed Multi-Cap Growth Portfolio
April 30, 2024
Statements of Changes in Net Assets
| | Six Months Ended
April 30, 2024
(Unaudited) | Year Ended
October 31, 2023 |
| Increase (Decrease) in Net Assets | | |
| From operations: | | |
| Net investment loss | $ (162,410) | $ (104,942) |
| Net realized gain | 6,085,005 (1) | 2,460,551 (2) |
| Net change in unrealized appreciation (depreciation) | 33,528,503 | 31,766,001 |
| Net increase in net assets from operations | $ 39,451,098 | $ 34,121,610 |
| Capital transactions: | | |
| Contributions | $ 2,921,726 | $ 4,277,854 |
| Withdrawals | (4,442,908) | (9,546,515) |
| Net decrease in net assets from capital transactions | $ (1,521,182) | $ (5,268,661) |
| Net increase in net assets | $ 37,929,916 | $ 28,852,949 |
| Net Assets | | |
| At beginning of period | $ 207,826,911 | $ 178,973,962 |
| At end of period | $245,756,827 | $207,826,911 |
| (1) | Includes $1,387,654 of net realized gains from redemptions in-kind. |
| (2) | Includes $2,960,554 of net realized gains from redemptions in-kind. |
18
See Notes to Financial Statements.
Tax-Managed Multi-Cap Growth Portfolio
April 30, 2024
| | Six Months Ended
April 30, 2024
(Unaudited) | Year Ended October 31, |
| Ratios/Supplemental Data | 2023 | 2022 | 2021 | 2020 | 2019 |
| Ratios (as a percentage of average daily net assets): | | | | | | |
| Expenses | 0.70% (1)(2) | 0.71% (1) | 0.72% (1) | 0.70% | 0.71% | 0.72% |
| Net investment loss | (0.13)% (2) | (0.05)% | (0.23)% | (0.28)% | (0.08)% | (0.01)% |
| Portfolio Turnover | 5% (3) | 2% | 0% (4) | 13% | 24% | 18% |
| Total Return | 19.00% (3) | 19.30% | (27.00)% | 35.12% | 26.36% | 13.76% |
| Net assets, end of period (000’s omitted) | $245,757 | $207,827 | $178,974 | $262,354 | $200,795 | $167,562 |
| (1) | Includes a reduction by the investment adviser of a portion of the Portfolio's adviser fee due to the Portfolio's investment in the Liquidity Fund (equal to less than 0.005% of average daily net assets for the six months ended April 30, 2024 and the years ended October 31, 2023 and 2022). |
| (2) | Annualized. |
| (3) | Not annualized. |
| (4) | Amount is less than 0.5%. |
Tax-Managed Multi-Cap Growth Portfolio
April 30, 2024
Notes to Financial Statements (Unaudited)
1 Significant Accounting Policies
Tax-Managed Multi-Cap Growth Portfolio (the Portfolio) is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as a non-diversified, open-end management investment company. The Portfolio’s investment objective is to achieve long-term, after-tax returns by investing in a portfolio of equity securities. The Declaration of Trust permits the Trustees to issue interests in the Portfolio. At April 30, 2024, Eaton Vance Tax-Managed Multi-Cap Growth Fund and Eaton Vance Tax-Managed Equity Asset Allocation Fund held an interest of 55.5% and 44.5%, respectively, in the Portfolio.
The following is a summary of significant accounting policies of the Portfolio. The policies are in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP). The Portfolio is an investment company and follows accounting and reporting guidance in the Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 946.
A Investment Valuation—The following methodologies are used to determine the market value or fair value of investments.
Equity Securities. Equity securities listed on a U.S. securities exchange generally are valued at the last sale or closing price on the day of valuation or, if no sales took place on such date, at the mean between the closing bid and ask prices on the exchange where such securities are principally traded. Equity securities listed on the NASDAQ National Market System are valued at the NASDAQ official closing price. Unlisted or listed securities for which closing sales prices or closing quotations are not available are valued at the mean between the latest available bid and ask prices.
Foreign Securities and Currencies. Foreign securities and currencies are valued in U.S. dollars, based on foreign currency exchange rate quotations supplied by a third party pricing service. The pricing service uses a proprietary model to determine the exchange rate. Inputs to the model include reported trades and implied bid/ask spreads. The daily valuation of exchange-traded foreign securities generally is determined as of the close of trading on the principal exchange on which such securities trade. Events occurring after the close of trading on foreign exchanges may result in adjustments to the valuation of foreign securities to more accurately reflect their fair value as of the close of regular trading on the New York Stock Exchange. When valuing foreign equity securities that meet certain criteria, the Portfolio's 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.
Other. Investments in management investment companies (including money market funds) that do not trade on an exchange are valued at the net asset value as of the close of each business day.
Fair Valuation. In connection with Rule 2a-5 of the 1940 Act, the Trustees have designated the Portfolio’s investment adviser as its valuation designee. Investments for which valuations or market quotations are not readily available or are deemed unreliable are valued by the investment adviser, as valuation designee, at fair value using methods that most fairly reflect the security’s “fair value”, which is the amount that the Portfolio might reasonably expect to receive for the security upon its current sale in the ordinary course. Each such determination is based on a consideration of relevant factors, which are likely to vary from one pricing context to another. These factors may include, but are not limited to, the type of security, the existence of any contractual restrictions on the security’s disposition, the price and extent of public trading in similar securities of the issuer or of comparable companies or entities, quotations or relevant information obtained from broker/dealers or other market participants, information obtained from the issuer, analysts, and/or the appropriate stock exchange (for exchange-traded securities), an analysis of the company’s or entity’s financial statements, and an evaluation of the forces that influence the issuer and the market(s) in which the security is purchased and sold.
B Investment Transactions—Investment transactions for financial statement purposes are accounted for on a trade date basis. Realized gains and losses on investments sold are determined on the basis of identified cost.
C Income—Dividend income is recorded on the ex-dividend date for dividends received in cash and/or securities. However, if the ex-dividend date has passed, certain dividends from foreign securities are recorded as the Portfolio is informed of the ex-dividend date. Withholding taxes on foreign dividends and capital gains have been provided for in accordance with the Portfolio's understanding of the applicable countries’ tax rules and rates. In consideration of recent decisions rendered by European courts, the Portfolio has filed additional tax reclaims for previously withheld taxes on dividends earned in certain European Union countries. These filings are subject to various administrative and judicial proceedings within these countries. Due to the uncertainty as to the ultimate resolution of these proceedings, the likelihood of receipt of these reclaims, and the potential timing of payment, no amounts are reflected in the financial statements for such outstanding reclaims.
D Federal Taxes—The Portfolio has elected to be treated as a partnership for federal tax purposes. No provision is made by the Portfolio for federal or state taxes on any taxable income of the Portfolio because each investor in the Portfolio is ultimately responsible for the payment of any taxes on its share of taxable income. Since at least one of the Portfolio's investors is a regulated investment company that invests all or substantially all of its assets in the Portfolio, the Portfolio normally must satisfy the applicable source of income and diversification requirements (under the Internal Revenue Code) in order for its investors to satisfy them. The Portfolio will allocate, at least annually among its investors, each investor's distributive share of the Portfolio's net investment income, net realized capital gains and losses and any other items of income, gain, loss, deduction or credit.
Tax-Managed Multi-Cap Growth Portfolio
April 30, 2024
Notes to Financial Statements (Unaudited) — continued
As of April 30, 2024, the Portfolio had no uncertain tax positions that would require financial statement recognition, de-recognition, or disclosure. The Portfolio files a U.S. federal income tax return annually after its fiscal year-end, which is subject to examination by the Internal Revenue Service for a period of three years from the date of filing.
E Foreign Currency Translation—Investment valuations, other assets, and liabilities initially expressed in foreign currencies are translated each business day into U.S. dollars based upon current exchange rates. Purchases and sales of foreign investment securities and income and expenses denominated in foreign currencies are translated into U.S. dollars based upon currency exchange rates in effect on the respective dates of such transactions. Recognized gains or losses on investment transactions attributable to changes in foreign currency exchange rates are recorded for financial statement purposes as net realized gains and losses on investments. That portion of unrealized gains and losses on investments that results from fluctuations in foreign currency exchange rates is not separately disclosed.
F Use of Estimates—The preparation of the financial statements in conformity with U.S. GAAP 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. Under Massachusetts law, if certain conditions prevail, interestholders in the Portfolio could be deemed to have personal liability for the obligations of the Portfolio. However, the Portfolio’s Declaration of Trust contains an express disclaimer of liability on the part of Portfolio interestholders. 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 Interim Financial Statements—The interim financial statements relating to April 30, 2024 and for the six months then ended have not been audited by an independent registered public accounting firm, but in the opinion of the Portfolio’s management, reflect all adjustments, consisting only of normal recurring adjustments, necessary for the fair presentation of the financial statements.
2 Investment Adviser Fee and Other Transactions with Affiliates
The investment adviser fee is earned by Boston Management and Research (BMR), an indirect, wholly-owned subsidiary of Morgan Stanley, as compensation for investment advisory services rendered to the Portfolio. The fee is computed at an annual rate as a percentage of the Portfolio’s average daily net assets as follows and is payable monthly:
| Average Daily Net Assets | Annual Fee Rate |
| Up to $500 million | 0.650% |
| $500 million but less than $1 billion | 0.625% |
| $1 billion but less than $2.5 billion | 0.600% |
| $2.5 billion and over | 0.600% |
For the six months ended April 30, 2024, the investment adviser fee amounted to $791,828 or 0.65% (annualized) of the Portfolio’s average daily net assets. The Portfolio may invest in a money market fund, the Institutional Class of the Morgan Stanley Institutional Liquidity Funds - Government Portfolio (the “Liquidity Fund”), an open-end management investment company managed by Morgan Stanley Investment Management Inc., a wholly-owned subsidiary of Morgan Stanley. The investment adviser fee paid by the Portfolio is reduced by an amount equal to its pro rata share of the advisory and administration fees paid by the Portfolio due to its investment in the Liquidity Fund. For the six months ended April 30, 2024, the investment adviser fee paid was reduced by $1,045 relating to the Portfolio’s investment in the Liquidity Fund.
Trustees and officers of the Portfolio who are members of BMR’s organization receive remuneration for their services to the Portfolio out of the investment adviser fee. Trustees of the Portfolio who are not affiliated with the investment adviser may elect to defer receipt of all or a percentage of their annual fees in accordance with the terms of the Trustees Deferred Compensation Plan. Certain officers and Trustees of the Portfolio are officers of the above organization.
3 Purchases and Sales of Investments
Purchases and sales of investments, other than short-term obligations and in-kind transactions, aggregated $11,374,771 and $12,564,480, respectively, for the six months ended April 30, 2024. In-kind sales for the six months ended April 30, 2024 aggregated $1,540,383.
Tax-Managed Multi-Cap Growth Portfolio
April 30, 2024
Notes to Financial Statements (Unaudited) — continued
4 Federal Income Tax Basis of Investments
The cost and unrealized appreciation (depreciation) of investments of the Portfolio at April 30, 2024, as determined on a federal income tax basis, were as follows:
| Aggregate cost | $ 73,349,127 |
| Gross unrealized appreciation | $ 173,105,655 |
| Gross unrealized depreciation | (528,515) |
| Net unrealized appreciation | $172,577,140 |
5 Line of Credit
The Portfolio participates with other portfolios and funds managed by BMR and its affiliates in a $650 million unsecured revolving line of credit agreement with a group of banks, which is in effect through October 22, 2024. Borrowings are made by the Portfolio solely for temporary purposes related to redemptions and other short-term cash needs. Interest is charged to the Portfolio based on its borrowings at an amount above either the Secured Overnight Financing Rate (SOFR) or Federal Funds rate. In addition, a fee computed at an annual rate of 0.15% on the daily unused portion of the line of credit is allocated among the participating portfolios and funds at the end of each quarter. In connection with the renewal of the agreement in October 2023, an arrangement fee of $150,000 was incurred that was allocated to the participating portfolios and funds. Because the line of credit is not available exclusively to the Portfolio, it may be unable to borrow some or all of its requested amounts at any particular time. The Portfolio did not have any significant borrowings or allocated fees during the six months ended April 30, 2024.
6 Affiliated Investments
At April 30, 2024, the value of the Portfolio's investment in funds that may be deemed to be affiliated was $2,045,289, which represents 0.8% of the Portfolio's net assets. Transactions in such investments by the Portfolio for the six months ended April 30, 2024 were as follows:
| Name | Value,
beginning
of period | Purchases | Sales
proceeds | Net realized
gain (loss) | Change in
unrealized
appreciation
(depreciation) | Value, end
of period | Dividend
income | Shares,
end of period |
| Short-Term Investments |
| Liquidity Fund | $957,927 | $5,309,206 | $(4,221,844) | $ — | $ — | $2,045,289 | $35,745 | 2,045,289 |
7 Fair Value Measurements
Under generally accepted accounting principles for fair value measurements, a three-tier hierarchy to prioritize the assumptions, referred to as inputs, is used in valuation techniques to measure fair value. The three-tier hierarchy of inputs is summarized in the three broad levels listed below.
| • | Level 1 – quoted prices in active markets for identical investments |
| • | Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.) |
| • | Level 3 – significant unobservable inputs (including a fund's own assumptions in determining the fair value of investments) |
In cases where the inputs used to measure fair value fall in different levels of the fair value hierarchy, the level disclosed is determined based on the lowest level input that is significant to the fair value measurement in its entirety. The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.
Tax-Managed Multi-Cap Growth Portfolio
April 30, 2024
Notes to Financial Statements (Unaudited) — continued
At April 30, 2024, the hierarchy of inputs used in valuing the Portfolio's investments, which are carried at fair value, were as follows:
| Asset Description | Level 1 | Level 2 | Level 3 | Total |
| Common Stocks | $ 243,880,978* | $ — | $ — | $ 243,880,978 |
| Short-Term Investments | 2,045,289 | — | — | 2,045,289 |
| Total Investments | $ 245,926,267 | $ — | $ — | $245,926,267 |
| * | The level classification by major category of investments is the same as the category presentation in the Portfolio of Investments. |
Eaton Vance
Tax-Managed Multi-Cap Growth Fund
April 30, 2024
| Officers of Eaton Vance Tax-Managed Multi-Cap Growth Fund |
Kenneth A. Topping
President | Nicholas S. Di Lorenzo
Secretary |
Deidre E. Walsh
Vice President and Chief Legal Officer | Laura T. Donovan
Chief Compliance Officer |
James F. Kirchner
Treasurer | |
| Officers of Tax-Managed Multi-Cap Growth Portfolio |
R. Kelly Williams, Jr.
President | Nicholas S. Di Lorenzo
Secretary |
Deidre E. Walsh
Vice President and Chief Legal Officer | Laura T. Donovan
Chief Compliance Officer |
James F. Kirchner
Treasurer | |
| Trustees of Eaton Vance Tax-Managed Multi-Cap Growth Fund and Tax-Managed Multi-Cap Growth Portfolio | |
George J. Gorman
Chairperson | |
| Alan C. Bowser | |
| Mark R. Fetting | |
| Cynthia E. Frost | |
| Valerie A. Mosley | |
| Anchal Pachnanda* | |
| Keith Quinton | |
| Marcus L. Smith | |
| Susan J. Sutherland | |
| Scott E. Wennerholm | |
| Nancy A. Wiser | |
| U.S. Customer Privacy Notice | March 2024 |
| FACTS | WHAT DOES EATON VANCE DO WITH YOUR PERSONAL INFORMATION? |
| Why? | Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do. |
| |
| What? | The types of personal information we collect and share depend on the product or service you have with us. This information can include:■ Social Security number and income
■ investment experience and risk tolerance
■ checking account information and wire transfer instructions |
| |
| How? | All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons Eaton Vance chooses to share; and whether you can limit this sharing. |
| Reasons we can share your personal information | Does Eaton Vance
share? | Can you limit
this sharing? |
| For our everyday business purposes — such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus | Yes | No |
| For our marketing purposes — to offer our products and services to you | Yes | No |
| For joint marketing with other financial companies | No | We don’t share |
| For our affiliates’ everyday business purposes — information about your transactions and experiences | Yes | No* |
| For our affiliates’ everyday business purposes — information about your creditworthiness | Yes | Yes* |
| For our affiliates to market to you | Yes | Yes* |
| For nonaffiliates to market to you | No | We don’t share |
To limit our
sharing | Call toll-free 1-800-262-1122 or email: EVPrivacy@eatonvance.comPlease note:If you are a new customer, we can begin sharing your information 30 days from the date we sent this notice. When you are no longer our customer, we continue to share your information as described in this notice. However, you can contact us at any time to limit our sharing. |
| Questions? | Call toll-free 1-800-262-1122 or email: EVPrivacy@eatonvance.com |
| U.S. Customer Privacy Notice — continued | March 2024 |
| Who we are |
| Who is providing this notice? | Eaton Vance Management and our investment management affiliates (“Eaton Vance”) (see Affiliates definition below.) |
| What we do |
How does Eaton Vance
protect my personal
information? | To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings. We have policies governing the proper handling of customer information by personnel and requiring third parties that provide support to adhere to appropriate security standards with respect to such information. |
How does Eaton Vance
collect my personal
information? | We collect your personal information, for example, when you■ open an account or make deposits or withdrawals from your account
■ buy securities from us or make a wire transfer
■ give us your contact informationWe also collect your personal information from others, such as credit bureaus, affiliates, or other companies. |
| Why can’t I limit all sharing? | Federal law gives you the right to limit only■ sharing for affiliates’ everyday business purposes — information about your creditworthiness
■ affiliates from using your information to market to you
■ sharing for nonaffiliates to market to youState laws and individual companies may give you additional rights to limit sharing. (See below for more on your rights under state law.) |
What happens when I limit
sharing for an account I hold
jointly with someone else? | Your choices will apply to everyone on your account. |
| Definitions |
| Affiliates | Companies related by common ownership or control. They can be financial and nonfinancial companies.■ Our affiliates include registered investment advisers such as Eaton Vance Management, Eaton Vance Advisers International Ltd., Boston Management and Research, Calvert Research and Management, Parametric Portfolio Associates LLC, Atlanta Capital Management Company LLC, Morgan Stanley Investment Management Inc., Morgan Stanley Investment Management Co.; registered broker-dealers such as Morgan Stanley Distributors Inc. and Eaton Vance Distributors, Inc. (together, the “Investment Management Affiliates”); and companies with a Morgan Stanley name and financial companies such as Morgan Stanley Smith Barney LLC and Morgan Stanley & Co. (the “Morgan Stanley Affiliates”). |
| Nonaffiliates | Companies not related by common ownership or control. They can be financial and nonfinancial companies.■ Eaton Vance does not share with nonaffiliates so they can market to you. |
| Joint marketing | A formal agreement between nonaffiliated financial companies that together market financial products or services to you.■ Eaton Vance does not jointly market. |
| U.S. Customer Privacy Notice — continued | March 2024 |
| Other important information |
| *PLEASE NOTE: Eaton Vance does not share your creditworthiness information or your transactions and experiences information with the Morgan Stanley Affiliates, nor does Eaton Vance enable the Morgan Stanley Affiliates to market to you. Your opt outs will prevent Eaton Vance from sharing your creditworthiness information with the Investment Management Affiliates and will prevent the Investment Management Affiliates from marketing their products to you.Vermont: Except as permitted by law, we will not share personal information we collect about Vermont residents with Nonaffiliates unless you provide us with your written consent to share such information.California: Except as permitted by law, we will not share personal information we collect about California residents with Nonaffiliates and we will limit sharing such personal information with our Affiliates to comply with California privacy laws that apply to us. |
Delivery of Shareholder Documents. The Securities and Exchange Commission (SEC) permits funds to deliver only one copy of shareholder documents, including prospectuses, proxy statements and shareholder reports, to fund investors with multiple accounts at the same residential or post office box address. This practice is often called “householding” and it helps eliminate duplicate mailings to shareholders. Eaton Vance, or your financial intermediary, may household the mailing of your documents indefinitely unless you instruct Eaton Vance, or your financial intermediary, otherwise. If you would prefer that your Eaton Vance documents not be householded, please contact Eaton Vance at 1-800-262-1122, or contact your financial intermediary. Your instructions that householding not apply to delivery of your Eaton Vance documents will typically be effective within 30 days of receipt by Eaton Vance or your financial intermediary.
Portfolio Holdings. Each Eaton Vance Fund and its underlying Portfolio(s) (if applicable) files a schedule of portfolio holdings on Part F to Form N-PORT with the SEC. Certain information filed on Form N-PORT may be viewed on the Eaton Vance website at www.eatonvance.com, by calling Eaton Vance at 1-800-262-1122 or in the EDGAR database on the SEC’s website at www.sec.gov.
Proxy Voting. From time to time, funds are required to vote proxies related to the securities held by the funds. The Eaton Vance Funds or their underlying Portfolios (if applicable) vote proxies according to a set of policies and procedures approved by the Funds’ and Portfolios’ Boards. You may obtain a description of these policies and procedures and information on how the Funds or Portfolios voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge, upon request, by calling 1-800-262-1122 and by accessing the SEC’s website at www.sec.gov.
Tailored Shareholder Reports. Effective January 24, 2023, the SEC adopted rule and form amendments to require open-end mutual funds and ETFs to transmit concise and visually engaging streamlined annual and semi-annual reports to shareholders that highlight key information. Other information, including financial statements, will no longer appear in a streamlined shareholder report but must be available online, delivered free of charge upon request, and filed on a semi-annual basis on Form N-CSR. The rule and form amendments have a compliance date of July 24, 2024. At this time, management is evaluating the impact of these amendments on the shareholder reports for the Eaton Vance Funds.
Investment Adviser of Tax-Managed Multi-Cap Growth Portfolio
Boston Management and Research
One Post Office Square
Boston, MA 02109
Investment Adviser and Administrator of Eaton Vance
Tax-Managed Multi-Cap Growth Fund
Eaton Vance Management
One Post Office Square
Boston, MA 02109
Principal Underwriter*
Eaton Vance Distributors, Inc.
One Post Office Square
Boston, MA 02109
(617) 482-8260
Custodian
State Street Bank and Trust Company
One Congress Street, Suite 1
Boston, MA 02114-2016
Transfer Agent
BNY Mellon Investment Servicing (US) Inc.
Attn: Eaton Vance Funds
P.O. Box 534439
Pittsburgh, PA 15253-4439
(800) 262-1122
Fund Offices
One Post Office Square
Boston, MA 02109
* FINRA BrokerCheck. Investors may check the background of their Investment Professional by contacting the Financial Industry Regulatory Authority (FINRA). FINRA BrokerCheck is a free tool to help investors check the professional background of current and former FINRA-registered securities firms and brokers. FINRA BrokerCheck is available by calling 1-800-289-9999 and at www.FINRA.org. The FINRA BrokerCheck brochure describing this program is available to investors at www.FINRA.org.
Item 2. Code of Ethics
Not required in this filing.
Item 3. Audit Committee Financial Expert
Not required in this filing.
Item 4. Principal Accountant Fees and Services
Not required in this filing.
Item 5. Audit Committee of Listed Registrants
Not applicable.
Item 6. Schedule of Investments
Please see schedule of investments contained in the Report to Stockholders included under Item 1 of this Form N-CSR.
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies
Not applicable.
Item 8. Portfolio Managers of Closed-End Management Investment Companies
Not applicable.
Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers
Not applicable.
Item 10. Submission of Matters to a Vote of Security Holders
No material changes.
Item 11. Controls and Procedures
(a) It is the conclusion of the registrant’s principal executive officer and principal financial officer that the effectiveness of the registrant’s current disclosure controls and procedures (such disclosure controls and procedures having been evaluated within 90 days of the date of this filing) provide reasonable assurance that the information required to be disclosed by the registrant has been recorded, processed, summarized and reported within the time period specified in the Commission’s rules and forms and that the information required to be disclosed by the registrant has been accumulated and communicated to the registrant’s principal executive officer and principal financial officer in order to allow timely decisions regarding required disclosure.
(b) There have been no changes in the registrant’s internal controls over financial reporting during the 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. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies
Not applicable.
Item 13. Exhibits
| (a)(1) | Registrant’s Code of Ethics – Not applicable (please see Item 2). |
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/ R. Kelly Williams, Jr. |
| | R. Kelly Williams, Jr. |
| | Principal Executive Officer |
| |
| Date: | | June 25, 2024 |
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/ James F. Kirchner |
| | James F. Kirchner |
| | Principal Financial Officer |
| |
| Date: | | June 25, 2024 |
| |
| By: | | /s/ R. Kelly Williams, Jr. |
| | R. Kelly Williams, Jr. |
| | Principal Executive Officer |
| |
| Date: | | June 25, 2024 |
