EX-99.(17)(E) 33 ex17e.htm SEMI-ANNUAL REPORT OF MULTI-CAP GROWTH FUND ex17e.htm - Generated by SEC Publisher for SEC Filing

Exhibit (17)(e)



IMPORTANT NOTICES REGARDING PRIVACY, DELIVERY OF SHAREHOLDER DOCUMENTS, PORTFOLIO HOLDINGS AND PROXY VOTING

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

  • Only such information received from you, through application forms or otherwise, and information about

      your     

    Eaton Vance fund transactions will be collected. This may include information such as name, address,

      social     

    security number, tax status, account balances and transactions.

  • None of such information about you (or former customers) will be disclosed to anyone, except as permitted

      by     

    law (which includes disclosure to employees necessary to service your account). In the normal course of

      servicing     

    a customer’s account, Eaton Vance may share information with unaffiliated third parties that

      perform     

    various required services such as transfer agents, custodians and broker/dealers.

  • Policies and procedures (including physical, electronic and procedural safeguards) are in place that are

      designed     

    to protect the confidentiality of such information.

  • We reserve the right to change our Privacy Policy at any time upon proper notification to you. Customers

      may     

    want to review our Privacy Policy periodically for changes by accessing the link on our homepage:

      www.     

    eatonvance.com.

    Our pledge of privacy applies to the following entities within the Eaton Vance organization: the Eaton Vance Family of Funds, Eaton Vance Management, Eaton Vance Investment Counsel, Boston Management and Research, and Eaton Vance Distributors, Inc.

    In addition, our Privacy Policy applies only to those Eaton Vance customers who are individuals and who have a direct relationship with us. If a customer’s account (i.e., fund shares) is held in the name of a third-party financial adviser/broker-dealer, it is likely that only such adviser’s privacy policies apply to the customer. This notice supersedes all previously issued privacy disclosures.

    For more information about Eaton Vance’s Privacy Policy, please call 1-800-262-1122.

    Delivery of Shareholder Documents. The Securities and Exchange Commission (the “SEC”) permits funds to deliver only one copy of shareholder documents, including prospectuses, proxy statements and shareholder reports, to fund investors with multiple accounts at the same residential or post office box address. This practice is often called “householding” and it helps eliminate duplicate mailings to shareholders.

    Eaton Vance, or your financial adviser, may household the mailing of your documents indefinitely unless you instruct Eaton Vance, or your financial adviser, otherwise.

    If you would prefer that your Eaton Vance documents not be householded, please contact Eaton Vance at 1-800-262-1122, or contact your financial adviser.

    Your instructions that householding not apply to delivery of your Eaton Vance documents will be effective within 30 days of receipt by Eaton Vance or your financial adviser.

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

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


    Eaton Vance Multi-Cap Growth Fund as of F ebr uar y 28, 2010
    i n v e s t m e n t u p d a t e

     


    Economic and Market Conditions Despite a brief slowdown in momentum during the opening weeks of the new year, the U.S. equity market continued along an upward trajectory during the six-month period ending February 28, 2010, thus extending its comeback since early March 2009, albeit at a

         less torrid pace. This late-in-the-period correction in equity prices came close on the heels of growing concerns about a looming debt crisis in Greece and fiscal belt-tightening in China. Even so, the major measures of U.S. equity market performance seemed to reflect a greater degree of optimism about the domestic economy and future corporate profits than worry about a possible return to the market malaise of a little more than a year ago. Uncertainty, however, continued to cast a long shadow across the equity market as a whole, with volatility still very much the name of the game.

    • For the six months ending February 28, 2010, the bellwether Standard & Poor’s 500 Index (S&P 500 Index), often viewed as a proxy for the overall per- formance of the U.S. stock market, posted a 9.32% gain1 . The Dow Jones Industrial Average, a mea- sure of how major blue-chip stocks performed, was up 10.22% during the same time frame, while the technology-laden NASDAQ Composite Index edged a bit higher still, advancing 11.41%. Although stocks of all market capitalizations gained ground during the period, mid-caps turned in the best over- all performance, with small-cap and large-cap issues finishing not far behind. Meanwhile, growth stocks generally outpaced their value-oriented counter- parts, but by only modest margins.

    Management Discussion

    • The Fund2 maintained its forward momentum dur- ing the six months ending February 28, 2010, gain- ing ground as equity markets moved along a mostly upward path during the period. When compared with its primary benchmark, the Russell Midcap Growth Index (the Index), the Fund came up short, however. It also trailed the S&P 500 Index and its Lipper peer group.

    • In general terms, the Fund became more conserva- tively positioned during the period, which dragged on performance at a time when equities farther out on the risk spectrum tended to lead the market. As part of that conservative positioning, the Fund had a larger-than-normal position in cash, which detracted from performance in a rising market environment.

    • That said, the Fund’s lagging performance versus the primary benchmark was mostly due to asset alloca- tion. In particular, being underweighted relative to the Index in its allocations to the information tech- nology, industrials and health care sectors held back the Fund’s performance by sizable margins. On the upside, favorable security selection offset some of the negative effects of inopportune asset allocation, especially the Fund’s picks within the telecommuni- cation services sector.

    total Return performance  
    8/31/09 – 2/28/10  
     
    Class A3 4.99%
    Class B3 4.63
    Class C3 4.50
    Russell Midcap Growth Index1 13.70
    S&P 500 Index1 9.32
    Lipper Mid-Cap Growth Funds Average1 12.74
    See page 3 for more performance information.  

     

    1 It is not possible to invest directly in an Index or a Lipper Classification. The Indices' total returns do not reflect commissions or expenses that would have been incurred if an investor individually purchased or sold the securities represented in the Indices. The Lipper total return is the average total return, at net asset value, of the funds that are in the same Lipper Classification as the Fund.

    2 The Fund currently invests in a separate registered investment company, Multi-Cap Growth Portfolio, with the same objective and policies as the Fund. References to investments are to the Portfolio’s holdings.

    3 Six-month returns are cumulative. These returns do not include the 5.75% maximum sales charge for Class A shares or the applicable contingent deferred sales charges (CDSC) for Class B and Class C shares. If sales charges were deducted, the returns would be lower.

    Past performance is no guarantee of future results. Returns are historical and are calculated by determining the percentage change in net asset value or offering price (as applicable) with all distributions reinvested. Investment return and principal value will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Performance is for the stated time period only; due to market volatility, the Fund’s current performance may be lower or higher than the quoted return. For performance as of the most recent month end, please refer to www. eatonvance.com.

    Fund shares are not insured by the FDIC and are not deposits or other obligations of, or guaranteed by, any depository institution. Shares are subject to investment risks, including possible loss of principal invested.

    The views expressed throughout this report are those of the portfolio manager and are current only through the end of the period of the report as stated on the cover. These views are subject to change at any time based upon market or other conditions, and the investment adviser disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a fund are based on many factors, may not be relied on as an indication of trading intent on behalf of any Eaton Vance fund. Portfolio information provided in the report may not be representative of the Fund’s current or future investments and may change due to active management.

    1


    Eaton Vance Multi-Cap Growth Fund as of F ebr uar y 28, 2010
    i n v e s t m e n t u p d a t e

     

  • In selecting stocks, management seeks to purchase

    stocks of companies it believes can grow faster over the long term than the U.S. economy and the U.S. stock market as a whole and that are reasonably priced in relation to their fundamental value.  Management of the Fund involves consideration of numerous factors, such as potential for price appreciation, an assessment of risk and return, the development of the proper mix of securities in the portfolio and, secondarily, long-term dividend prospects. In the current market environment, we believe there are many fundamentally sound companies trading at attractive valuations, which we believe is a positive factor that long-term investors should consider.
    portfolio Composition  
     
    top 10 Holdings1  
    By net assets  
    NII Holdings, Inc. 3.8%
    Crown Castle International Corp. 3.1
    State Street Corp. 3.0
    Gildan Activewear, Inc. 3.0
    Wells Fargo & Co. 2.8
    Apple, Inc. 2.6
    Hanesbrands, Inc. 2.6
    Tempur-Pedic International, Inc. 2.4
    TD Ameritrade Holding Corp. 2.4
    Alliance Data Systems Corp. 2.4

     

    1Top 10 Holdings represented 28.1% of the Portfolio’s net assets as of 2/28/10. Excludes cash equivalents.


    2As a percentage of the Portfolio's net assets as of 2/28/10. Excludes cash equivalents.

    2


    Eaton Vance Multi-Cap Growth Fund as of F ebr uar y 28, 2010
     
    f u n d p e R f o R m a n C e          
     
    performance1 Class A Class B Class C        
    Share Class Symbol EVGFX EMGFX ECGFX        
    Average Annual Total Returns (at net asset value)              
    Six Months 4.99% 4.63% 4.50%        
    One Year 59.33 58.07 58.25        
    Five Years 2.40 1.67 1.65        
    Ten Years 0.50 -0.25 -0.27        
    Life of Fund 8.62 5.04 4.74        
    SEC Average Annual Total Returns (including sales charge or applicable CDSC)          
    Six Months -1.08% -0.37% 3.50%        
    One Year 50.22 53.07 57.25        
    Five Years 1.21 1.33 1.65        
    Ten Years -0.09 -0.25 -0.27        
    Life of Fund 8.51 5.04 4.74        

     

    • Inception dates: Class A: 8/1/52; Class B: 9/13/94; Class C: 11/7/94

    • Six-month returns are cumulative. Other returns are presented on an average annual basis. Average Annual Total Returns do not include the 5.75% maximum sales charge for Class A shares or the applicable contingent deferred sales charges (CDSC) for Class B and Class C shares. If sales charges were deducted, the returns would be lower. SEC Average Annual Total Returns for Class A reflect the maximum 5.75% sales charge. SEC returns for Class B reflect the applicable CDSC based on the following schedule: 5% - 1st and 2nd years; 4% - 3rd year; 3% - 4th year; 2% - 5th year; 1% - 6th year. SEC returns for Class C reflect a 1% CDSC for the first year.

    total annual      
    operating expenses2 Class A Class B Class C
    Expense Ratio 1.44% 2.18% 2.19%
    2Source: Prospectus dated 1/1/10.      

     

    Past performance is no guarantee of future results. Returns are historical and are
    calculated by determining the percentage change in net asset value or offering
    price (as applicable) with all distributions reinvested. Investment return and
    principal value will fluctuate so that shares, when redeemed, may be worth more
    or less than their original cost. Performance is for the stated time period only;
    due to market volatility, the Fund’s current performance may be lower or higher
    than the quoted return. For performance as of the most recent month end, please
    refer to www.eatonvance.com.

    3


    Eaton Vance Multi-Cap Growth Fund a s o f F e b r u a r y 2 8 , 2 0 1 0
    FUN D EXP ENSES        

     

    Example: As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchases and redemption fees (if applicable); and (2) ongoing costs, including management fees; distribution or service fees; and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (September 1, 2009 – February 28, 2010).

    Actual Expenses: The first section of the table below provides information about actual account values and actual expenses. You may use the information in this section, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first section under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

    Hypothetical Example for Comparison Purposes: The second section of the table below provides information about hypothetical account values and hypothetical expenses based on the actual Fund expense ratio and an assumed rate of return of 5% per year (before expenses), which is not the actual return of the Fund. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in your Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

    Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads) or redemption fees (if applicable). Therefore, the second section of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would be higher.

      Eaton Vance Multi-Cap Growth Fund  
     
      Beginning Account Value Ending Account Value Expenses Paid During Period*
      (9/1/09) (2/28/10) (9/1/09 – 2/28/10)
     
    Actual      
    Class A $1,000.00 $1,049.90 $6.51
    Class B $1,000.00 $1,046.30 $10.30
    Class C $1,000.00 $1,045.00 $10.29
     
     
    Hypothetical      
    (5% return per year before expenses)      
    Class A $1,000.00 $1,018.40 $6.41
    Class B $1,000.00 $1,014.70 $10.14
    Class C $1,000.00 $1,014.70 $10.14

     

    *     

    Expenses are equal to the Fund’s annualized expense ratio of 1.28% for Class A shares, 2.03% for Class B shares and 2.03% for Class C shares, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period). The Example assumes that the $1,000 was invested at the net asset value per share determined at the close of business on August 31, 2009. The Example reflects expenses of both the Fund and the Portfolio.

    4


    Eaton Vance Multi-Cap Growth Fund a s o f F e b r u a r y 2 8 , 2 0 1 0
    FINANCIAL STATEMENTS (Unaudited)        

     

    S t a t e m e n t o f A s s e t s a n d L i a b i l i t i e s
     
    As of February 28, 2010  
    Assets  
    Investment in Multi-Cap Growth Portfolio, at value  
    (identified cost, $121,385,489) $ 150,103,973
    Receivable for Fund shares sold 40,357
    Other assets 330,674
    Total assets $ 150,475,004
     
     
    Liabilities  
    Payable for Fund shares redeemed $ 364,699
    Payable to affiliates:  
    Distribution and service fees 44,652
    Accrued expenses 116,689
    Total liabilities $ 526,040
    Net Assets $ 149,948,964
     
     
    Sources of Net Assets  
    Paid-in capital $ 228,335,488
    Accumulated net realized loss from Portfolio (104,628,233)
    Accumulated distributions in excess of net investment income (2,476,775)
    Net unrealized appreciation from Portfolio 28,718,484
    Total $ 149,948,964
     
     
    Class A Shares  
    Net Assets $ 122,053,904
    Shares Outstanding 18,111,481
    Net Asset Value and Redemption Price Per Share  
    (net assets shares of beneficial interest outstanding) $ 6.74
    Maximum Offering Price Per Share  
    (100 94.25 of net asset value per share) $ 7.15
     
     
    Class B Shares  
    Net Assets $ 7,749,304
    Shares Outstanding 1,179,182
    Net Asset Value and Offering Price Per Share*  
    (net assets shares of beneficial interest outstanding) $ 6.57
     
     
    Class C Shares  
    Net Assets $ 20,145,756
    Shares Outstanding 3,070,028
    Net Asset Value and Offering Price Per Share*  
    (net assets shares of beneficial interest outstanding) $ 6.56
    On sales of $50,000 or more, the offering price of Class A shares is reduced.
    * Redemption price per share is equal to the net asset value less any applicable contingent
    deferred sales charge.  

     

    S t a t e m e n t o f O p e r a t i o n s  
     
    For the Six Months Ended  
    February 28, 2010  
    Investment Income  
    Dividends allocated from Portfolio (net of foreign taxes, $22,955) $ 536,429
    Interest allocated from Portfolio 12,097
    Securities lending income allocated from Portfolio, net 70,280
    Miscellaneous income 330,674
    Expenses allocated from Portfolio (630,263)
    Total investment income $ 319,217
     
     
     
    Expenses  
    Distribution and service fees  
    Class A $ 174,838
    Class B 40,676
    Class C 107,201
    Trustees’ fees and expenses 250
    Custodian fee 11,879
    Transfer and dividend disbursing agent fees 163,925
    Legal and accounting services 18,824
    Printing and postage 20,711
    Registration fees 21,088
    Miscellaneous 4,274
    Total expenses $ 563,666
     
    Net investment loss $ (244,449)
     
     
     
    Realized and Unrealized  
    Gain (Loss) from Portfolio  
    Net realized gain (loss) —  
    Investment transactions $ 27,930,349
    Foreign currency transactions (11,151)
    Net realized gain $ 27,919,198
    Change in unrealized appreciation (depreciation) —  
    Investments $(16,896,998)
    Net change in unrealized appreciation (depreciation) $ (16,896,998)
     
    Net realized and unrealized gain $ 11,022,200
     
    Net increase in net assets from operations $ 10,777,751

     

    S e e notes to financ ial statem e nts
    5

     


    Eaton Vance Multi-Cap Growth Fund a s o f F e b r u a r y 2 8 , 2 0 1 0
    FINANCIAL STATEMENTS CON T ’ D        
    S t a t e m e n t s o f C h a n g e s i n N e t A s s e t s        

     

      Six Months Ended  
    Increase (Decrease) February 28, 2010 Year Ended
    in Net Assets (Unaudited) August 31, 2009
    From operations —    
    Net investment loss $ (244,449) $ (349,071)
    Net realized gain (loss) from investment and    
    foreign currency transactions 27,919,198 (120,050,129)
    Net change in unrealized appreciation    
    (depreciation) from investments (16,896,998) 14,251,731
     
    Net increase (decrease) in net assets from    
    operations $ 10,777,751 $ (106,147,469)
    Distributions to shareholders —    
    From net investment income    
    Class A $ (1,836,589) $ (198,593)
    Class B (67,427)
    Class C (181,610)
    From net realized gain    
    Class A (1,777,020)
    Class B (111,663)
    Class C (264,443)
     
    Total distributions to shareholders $ (2,085,626) $ (2,351,719)
    Transactions in shares of beneficial    
    interest —    
    Proceeds from sale of shares    
    Class A $ 10,162,271 $ 67,009,280
    Class B 1,017,133 1,588,360
    Class C 2,758,041 8,309,916
    Net asset value of shares issued to    
    shareholders in payment of    
    distributions declared    
    Class A 1,594,526 1,747,556
    Class B 57,468 93,185
    Class C 145,207 208,048
    Cost of shares redeemed    
    Class A (61,327,794) (106,167,513)
    Class B (1,114,616) (3,415,546)
    Class C (5,348,060) (8,965,459)
    Net asset value of shares exchanged    
    Class A 631,589 753,811
    Class B (631,589) (753,811)
     
    Net decrease in net assets from Fund share    
    transactions $ (52,055,824) $ (39,592,173)
     
    Net decrease in net assets $ (43,363,699) $ (148,091,361)

     

      Six Months Ended  
      February 28, 2010 Year Ended
    Net Assets (Unaudited) August 31, 2009
    At beginning of period $193,312,663 $ 341,404,024
    At end of period $149,948,964 $ 193,312,663
     
     
     
    Accumulated distributions    
    in excess of net investment    
    income and accumulated    
    net investment loss,    
    respectively, included in    
    net assets    
     
    At end of period $ (2,476,775) $ (146,700)

     

    S e e notes to financ ial statem e nts
    6

     


    Eaton Vance Multi-Cap Growth Fund a s o f F e b r u a r y 2 8 , 2 0 1 0
    FINANCIAL STATEMENTS CON T ’ D
    F i n a n c i a l H i g h l i g h t s              
     
            Class A      
      Six Months Ended            
      February 28, 2010     Year Ended August 31,    
      (Unaudited) 2009 2008   2007 2006 2005
    Net asset value — Beginning of period $ 6.510 $ 9.550 $ 10.730 $ 8.010 $ 7.450 $ 6.060
     
    Income (Loss) From Operations              
    Net investment income (loss)(1) $ (0.006) $ (0.005) $ 0.037 $ 0.047(2) $ (0.028) $ (0.035)
    Net realized and unrealized gain (loss)   0.336 (2.953) 0.364(3)   2.899 0.588 1.425
    Total income (loss) from operations $ 0.330 $ (2.958) $ 0.401 $ 2.946 $ 0.560 $ 1.390
     
    Less Distributions                
    From net investment income $ (0.100) $ (0.008) $ — $ — $ — $ —
    From net realized gain   (0.074) (1.581)   (0.226)
    Total distributions $ (0.100) $ (0.082) $ (1.581) $ (0.226) $ — $ —
    Net asset value — End of period $ 6.740 $ 6.510 $ 9.550 $ 10.730 $ 8.010 $ 7.450
    Total Return(4)   4.99%(5) (30.57)% 2.39%   37.30% 7.52% 22.94%
     
    Ratios/Supplemental Data              
    Net assets, end of period (000’s omitted) $122,054 $163,479 $290,306 $154,213 $105,557 $104,876
    Ratios (as a percentage of average daily net assets):              
    Expenses(6)   1.28%(7) 1.42% 1.13%   1.20% 1.26%(8) 1.27%(8)
    Net investment income (loss)   (0.17)%(7) (0.10)% 0.36%   0.49%(2) (0.35)% (0.50)%
    Portfolio Turnover of the Portfolio   115%(5) 274% 206%   144% 208% 201%

     

    (1)     

    Computed using average shares outstanding.

    (2)     

    Net investment income per share reflects special dividends allocated from the Portfolio which amounted to $0.084 per share. Excluding special dividends, the ratio of net investment income (loss) to average daily net assets would have been (0.39)%.

    (3)     

    The per share amount is not in accord with the net realized and unrealized gain (loss) for the period because of the timing of sales of Fund shares and the amount of the per share realized and unrealized gains and losses at such time.

    (4)     

    Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.

    (5)     

    Not annualized.

    (6)     

    Includes the Fund’s share of the Portfolio’s allocated expenses.

    (7)     

    Annualized.

    (8)     

    The investment adviser of the Portfolio waived a portion of its investment adviser fee (equal to less than 0.005% and 0.01% of average daily net assets for the years ended August 31, 2006 and 2005, respectively).

    S e e notes to financ ial statem e nts
    7

     


    Eaton Vance Multi-Cap Growth Fund a s o f F e b r u a r y 2 8 , 2 0 1 0
    FINANCIAL STATEMENTS CON T ’ D
    F i n a n c i a l H i g h l i g h t s          
     
          Class B      
      Six Months Ended          
      February 28, 2010   Year Ended August 31,    
      (Unaudited) 2009 2008 2007 2006 2005
    Net asset value — Beginning of period $ 6.330 $ 9.350 $10.600 $ 7.960 $ 7.460 $ 6.110
     
    Income (Loss) From Operations          
    Net investment loss(1) $(0.029) $(0.044) $ (0.040) $ (0.013)(2) $ (0.087) $ (0.087)
    Net realized and unrealized gain (loss) 0.325 (2.902) 0.371(3) 2.874 0.587 1.437
    Total income (loss) from operations $ 0.296 $(2.946) $ 0.331 $ 2.861 $ 0.500 $ 1.350
     
    Less Distributions            
    From net investment income $(0.056) $ — $ — $ — $ — $ —
    From net realized gain (0.074) (1.581) (0.226)
    Total distributions $(0.056) $(0.074) $ (1.581) $ (0.226) $ — $ —
    Contingent deferred sales charges $ — $ — $ — $ 0.005 $ — $ —
    Net asset value — End of period $ 6.570 $ 6.330 $ 9.350 $10.600 $ 7.960 $ 7.460
    Total Return(4) 4.63%(5) (31.15)% 1.70% 36.52% 6.70% 21.91%
     
    Ratios/Supplemental Data          
    Net assets, end of period (000’s omitted) $ 7,749 $ 8,092 $16,565 $12,229 $10,314 $11,609
    Ratios (as a percentage of average daily net assets):          
    Expenses(6) 2.03%(7) 2.16% 1.88% 1.86% 2.01%(8) 2.02%(8)
    Net investment loss (0.87)%(7) (0.82)% (0.40)% (0.14)%(2) (1.11)% (1.25)%
    Portfolio Turnover of the Portfolio 115%(5) 274% 206% 144% 208% 201%

     

    (1)     

    Computed using average shares outstanding.

    (2)     

    Net investment loss per share reflects special dividends allocated from the Portfolio which amounted to $0.086 per share. Excluding special dividends, the ratio of net investment loss to average daily net assets would have been (1.05)%.

    (3)     

    The per share amount is not in accord with the net realized and unrealized gain (loss) for the period because of the timing of sales of Fund shares and the amount of the per share realized and unrealized gains and losses at such time.

    (4)     

    Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.

    (5)     

    Not annualized.

    (6)     

    Includes the Fund’s share of the Portfolio’s allocated expenses.

    (7)     

    Annualized.

    (8)     

    The investment adviser of the Portfolio waived a portion of its investment adviser fee (equal to less than 0.005% and 0.01% of average daily net assets for the years ended August 31, 2006 and 2005, respectively).

    S e e notes to financ ial statem e nts
    8

     


    Eaton Vance Multi-Cap Growth Fund a s o f F e b r u a r y 2 8 , 2 0 1 0
    FINANCIAL STATEMENTS CON T ’ D
    F i n a n c i a l H i g h l i g h t s          
     
          Class C      
      Six Months Ended          
      February 28, 2010   Year Ended August 31,    
      (Unaudited) 2009 2008 2007 2006 2005
    Net asset value — Beginning of period $ 6.330 $ 9.340 $10.580 $ 7.960 $ 7.460 $ 6.120
     
    Income (Loss) From Operations          
    Net investment loss(1) $ (0.029) $ (0.046) $ (0.041) $ (0.028)(2) $(0.086) $(0.087)
    Net realized and unrealized gain (loss) 0.317 (2.890) 0.382(3) 2.874 0.586 1.427
    Total income (loss) from operations $ 0.288 $ (2.936) $ 0.341 $ 2.846 $ 0.500 $ 1.340
     
    Less Distributions            
    From net investment income $ (0.058) $ — $ — $ — $ — $ —
    From net realized gain (0.074) (1.581) (0.226)
    Total distributions $ (0.058) $ (0.074) $ (1.581) $ (0.226) $ — $ —
    Net asset value — End of period $ 6.560 $ 6.330 $ 9.340 $10.580 $ 7.960 $ 7.460
    Total Return(4) 4.50%(5) (31.07)% 1.82% 36.26% 6.70% 21.91%
     
    Ratios/Supplemental Data          
    Net assets, end of period (000’s omitted) $20,146 $21,742 $34,533 $11,128 $ 6,402 $ 6,194
    Ratios (as a percentage of average daily net assets):          
    Expenses(6) 2.03%(7) 2.17% 1.88% 1.95% 2.01%(8) 2.02%(8)
    Net investment loss (0.87)%(7) (0.86)% (0.41)% (0.29)%(2) (1.10)% (1.25)%
    Portfolio Turnover of the Portfolio 115%(5) 274% 206% 144% 208% 201%

     

    (1)     

    Computed using average shares outstanding.

    (2)     

    Net investment loss per share reflects special dividends allocated from the Portfolio which amounted to $0.080 per share. Excluding special dividends, the ratio of net investment loss to average daily net assets would have been (1.13)%.

    (3)     

    The per share amount is not in accord with the net realized and unrealized gain (loss) for the period because of the timing of sales of Fund shares and the amount of the per share realized and unrealized gains and losses at such time.

    (4)     

    Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.

    (5)     

    Not annualized.

    (6)     

    Includes the Fund’s share of the Portfolio’s allocated expenses.

    (7)     

    Annualized.

    (8)     

    The investment adviser of the Portfolio waived a portion of its investment adviser fee (equal to less than 0.005% and 0.01% of average daily net assets for the years ended August 31, 2006 and 2005, respectively).

    S e e notes to financ ial statem e nts
    9

     


    Eaton Vance Multi-Cap Growth Fund a s o f F e b r u a r y 2 8 , 2 0 1 0
    NOTES TO F INANCIAL STATEMENTS (Unaudited)    

     

    1 Significant Accounting Policies

    Eaton Vance Multi-Cap Growth Fund (the Fund) is a diversified series of Eaton Vance Growth Trust (the Trust). The Trust is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company. The Fund offers three classes of shares. Class A shares are generally sold subject to a sales charge imposed at time of purchase. Class B and Class C shares are sold at net asset value and are generally subject to a contingent deferred sales charge (see Note 5). Class B shares automatically convert to Class A shares eight years after their purchase as described in the Fund’s prospectus. Each class represents a pro-rata interest in the Fund, but votes separately on class-specific matters and (as noted below) is subject to different expenses. Realized and unrealized gains and losses and net investment income and losses, other than class-specific expenses, are allocated daily to each class of shares based on the relative net assets of each class to the total net assets of the Fund. Each class of shares differs in its distribution plan and certain other class-specific expenses. The Fund invests all of its investable assets in interests in Multi-Cap Growth Portfolio (the Portfolio), a Massachusetts business trust, having the same investment objective and policies as the Fund. The value of the Fund’s investment in the Portfolio reflects the Fund’s proportionate interest in the net assets of the Portfolio (91.4% at February 28, 2010). The performance of the Fund is directly affected by the performance of the Portfolio. The financial statements of the Portfolio, including the portfolio of investments, are included elsewhere in this report and should be read in conjunction with the Fund’s financial statements.

    The following is a summary of significant accounting policies of the Fund. The policies are in conformity with accounting principles generally accepted in the United States of America. A source of authoritative accounting principles applied in the preparation of the Fund’s financial statements is the Financial Accounting Standards Board (FASB) Accounting Standards Codification (the Codification), which superseded existing non-Securities and Exchange Commission accounting and reporting standards for interim and annual reporting periods ending after September 15, 2009. The adoption of the Codification for the current reporting period did not impact the Fund’s application of generally accepted accounting principles.

    A Investment Valuation — Valuation of securities by the Portfolio is discussed in Note 1A of the Portfolio’s Notes to Financial Statements, which are included elsewhere in this report.

    B Income — The Fund’s net investment income or loss consists of the Fund’s pro-rata share of the net investment income or loss of the Portfolio and other income, less all actual and accrued expenses of the Fund.

    C Federal Taxes — The Fund’s policy is to comply with the provisions of the Internal Revenue Code applicable to regulated investment companies and to distribute to shareholders each year substantially all of its net investment income, and all or substantially all of its net realized capital gains. Accordingly, no provision for federal income or excise tax is necessary.

    At August 31, 2009, the Fund, for federal income tax purposes, had a capital loss carryforward of $75,650,411 which will reduce its taxable income arising from future net realized gains on investment transactions, if any, to the extent permitted by the Internal Revenue Code, and thus will reduce the amount of distributions to shareholders, which would otherwise be necessary to relieve the Fund of any liability for federal income or excise tax. Such capital loss carryforward will expire on August 31, 2017.

    Additionally, at August 31, 2009, the Fund had a net capital loss of $53,463,854 attributable to security transactions incurred after October 31, 2008. This net capital loss is treated as arising on the first day of the Fund’s taxable year ending August 31, 2010.

    As of February 28, 2010, the Fund had no uncertain tax positions that would require financial statement recognition, de-recognition, or disclosure. Each of the Fund’s federal tax returns filed in the 3-year period ended August 31, 2009 remains subject to examination by the Internal Revenue Service.

    D Expenses — The majority of expenses of the Trust are directly identifiable to an individual fund. Expenses which are not readily identifiable to a specific fund are allocated taking into consideration, among other things, the nature and type of expense and the relative size of the funds.

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

    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

    10


    Eaton Vance Multi-Cap Growth Fund a s o f F e b r u a r y 2 8 , 2 0 1 0
    NOTES TO F INANCIAL STATEMENTS (Unaudited) CONT’D  

     

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

    H Other — Investment transactions are accounted for on a trade date basis. Dividends to shareholders are recorded on the ex-dividend date.

    I Interim Financial Statements — The interim

    financial statements relating to February 28, 2010 and for the six months then ended have not been audited by an independent registered public accounting firm, but in the opinion of the Fund’s management, reflect all adjustments, consisting only of normal recurring adjustments, necessary for the fair presentation of the financial statements.

    2 Distributions to Shareholders

    It is the present policy of the Fund to make at least one distribution annually (normally in December) of all or substantially all of its net investment income and to distribute annually all or substantially all of its net realized capital gains (reduced by available capital loss carryforwards from prior years, if any). Distributions are declared separately for each class of shares. Shareholders may reinvest income and capital gain distributions in additional shares of the same class of the Fund at the net asset value as of the ex-dividend date or, at the election of the shareholder, receive distributions in cash. The Fund distinguishes between distributions on a tax basis and a financial reporting basis. Accounting principles generally accepted in the United States of America require that only distributions in excess of tax basis earnings and profits be

    reported in the financial statements as a return of capital. Permanent differences between book and tax accounting relating to distributions are reclassified to paid-in capital. For tax purposes, distributions from short-term capital gains are considered to be from ordinary income.

    3 Transactions with Affiliates

    Eaton Vance Management (EVM) serves as the administrator to the Fund, but receives no compensation. The Portfolio has engaged Boston Management and Research (BMR), a subsidiary of EVM, to render investment advisory services. See Note 2 of the Portfolio’s Notes to Financial Statements which are included elsewhere in this report. EVM serves as the sub-transfer agent of the Fund and receives from the transfer agent an aggregate fee based upon the actual expenses incurred by EVM in the performance of these services. For the six months ended February 28, 2010, EVM earned $7,783 in sub-transfer agent fees. The Fund was informed that Eaton Vance Distributors, Inc. (EVD), an affiliate of EVM and the Fund’s principal underwriter, received $8,935 as its portion of the sales charge on sales of Class A shares for the six months ended February 28, 2010. EVD also received distribution and service fees from Class A, Class B and Class C shares (see Note 4) and contingent deferred sales charges (see Note 5).

    Except for Trustees of the Fund and the Portfolio who are not members of EVM’s or BMR’s organizations, officers and Trustees receive remuneration for their services to the Fund out of the investment adviser fee. Certain officers and Trustees of the Fund and the Portfolio are officers of the above organizations.

    4 Distribution Plans

    The Fund has in effect a distribution plan for Class A shares (Class A Plan) pursuant to Rule 12b-1 under the 1940 Act. The Class A Plan provides that the Fund will pay EVD a distribution and service fee of 0.25% per annum of its average daily net assets attributable to Class A shares for distribution services and facilities provided to the Fund by EVD, as well as for personal services and/or the maintenance of shareholder accounts. Distribution and service fees paid or accrued to EVD for the six months ended February 28, 2010 amounted to $174,838 for Class A shares.

    The Fund also has in effect distribution plans for Class B shares (Class B Plan) and Class C shares (Class C Plan) pursuant to Rule 12b-1 under the 1940 Act. The Class B and Class C Plans require the Fund to pay EVD amounts equal to 0.75% per annum of its average daily net assets attributable to Class B and Class C shares for providing ongoing distribution services and facilities to the Fund. The Fund will automatically discontinue payments to EVD during any period in which there are no outstanding

    11


    Eaton Vance Multi-Cap Growth Fund a s o f F e b r u a r y 2 8 , 2 0 1 0
    NOTES TO F INANCIAL STATEMENTS (Unaudited) CONT’D  

     

    Uncovered Distribution Charges, which are equivalent to the sum of (i) 5% and 6.25% of the aggregate amount received by the Fund for Class B and Class C shares sold, respectively, plus (ii) interest calculated by applying the rate of 1% over the prevailing prime rate to the outstanding balance of Uncovered Distribution Charges of EVD of each respective class, reduced by the aggregate amount of contingent deferred sales charges (see Note 5) and amounts theretofore paid or payable to EVD by each respective class. For the six months ended February 28, 2010, the Fund paid or accrued to EVD $30,507 and $80,400 for Class B and Class C shares, respectively, representing 0.75% (annualized) of the average daily net assets of Class B and Class C shares. At February 28, 2010, the amounts of Uncovered Distribution Charges of EVD calculated under the Class B and Class C Plans were approximately $119,000 and $2,838,000, respectively.

    The Class B and Class C Plans also authorize the Fund to make payments of service fees to EVD, financial intermediaries and other persons in amounts not exceeding 0.25% per annum of its average daily net assets attributable to that class. Service fees paid or accrued are for personal services and/or the maintenance of shareholder accounts. They are separate and distinct from the sales commissions and distribution fees payable to EVD and, as such, are not subject to automatic discontinuance when there are no outstanding Uncovered Distribution Charges of EVD. Service fees paid or accrued for the six months ended February 28, 2010 amounted to $10,169 and $26,801 for Class B and Class C shares, respectively.

    5 Contingent Deferred Sales Charges

    A contingent deferred sales charge (CDSC) generally is imposed on redemptions of Class B shares made within six years of purchase and on redemptions of Class C shares made within one year of purchase. Class A shares may be subject to a 1% CDSC if redeemed within 18 months of purchase (depending on the circumstances of purchase). Generally, the CDSC is based upon the lower of the net asset value at date of redemption or date of purchase. No charge is levied on shares acquired by reinvestment of dividends or capital gain distributions. The CDSC for Class B shares is imposed at declining rates that begin at 5% in the case of redemptions in the first and second year after purchase, declining one percentage point each subsequent year. Class C shares are subject to a 1% CDSC if redeemed within one year of purchase. No CDSC is levied on shares which have been sold to EVM or its affiliates or to their respective employees or clients and may be waived under certain other limited conditions. CDSCs received on Class B and Class C redemptions are paid to EVD to reduce the amount of Uncovered Distribution Charges calculated under the Fund’s Class B and Class C Plans. CDSCs received on Class B and Class C redemptions when no Uncovered Distribution Charges

    exist are credited to the Fund. For the six months ended February 28, 2010, the Fund was informed that EVD received approximately $300, $6,000 and $1,000 of CDSCs paid by Class A, Class B and Class C shareholders, respectively.

    6 Investment Transactions

    For the six months ended February 28, 2010, increases and decreases in the Fund’s investment in the Portfolio aggregated $2,382,650 and $56,815,678, respectively.

    7 Shares of Beneficial Interest

    The Fund’s Declaration of Trust permits the Trustees to issue an unlimited number of full and fractional shares of beneficial interest (without par value). Such shares may be issued in a number of different series (such as the Fund) and classes. Transactions in Fund shares were as follows:

      Six Months Ended  
      February 28, 2010 Year Ended
    Class A (Unaudited) August 31, 2009
    Sales 1,486,364 11,394,724
    Issued to shareholders electing to    
    receive payments of distributions in    
    Fund shares 225,853 391,829
    Redemptions (8,804,554) (17,211,083)
    Exchange from Class B shares 90,647 137,759
    Net decrease (7,001,690) (5,286,771)
     
      Six Months Ended  
      February 28, 2010 Year Ended
    Class B (Unaudited) August 31, 2009
    Sales 153,574 278,603
    Issued to shareholders electing to    
    receive payments of distributions in    
    Fund shares 8,329 21,373
    Redemptions (167,368) (653,348)
    Exchange to Class A shares (93,071) (141,275)
    Net decrease (98,536) (494,647)
     
      Six Months Ended  
      February 28, 2010 Year Ended
    Class C (Unaudited) August 31, 2009
    Sales 413,929 1,406,264
    Issued to shareholders electing to    
    receive payments of distributions in    
    Fund shares 21,075 47,718
    Redemptions (802,260) (1,715,142)
    Net decrease (367,256) (261,160)

     

    12


    Multi-Cap Growth Portfolio a s o f F e b r u a r y 2 8 , 2 0 1 0
    PORTFOLIO OF INVESTMENTS (Unaudited)  

     

    Common Stocks — 95.7%  
    Security Shares Value
    Auto Components — 2.2%  
    Lear Corp.(1) 50,958 $ 3,529,861
        $ 3,529,861
    Biotechnology — 3.8%  
    Amylin Pharmaceuticals, Inc.(1)(2) 88,000 $ 1,663,200
    Cephalon, Inc.(1)(2) 29,250 2,008,598
    Genzyme Corp.(1)(2) 29,091 1,664,005
    Gilead Sciences, Inc.(1) 20,000 952,200
        $ 6,288,003
    Building Products — 2.1%  
    Lennox International, Inc.(2) 18,640 $ 786,608
    Owens Corning, Inc.(1)(2) 109,872 2,585,288
        $ 3,371,896
    Capital Markets — 5.4%  
    State Street Corp.(2) 109,500 $ 4,917,645
    TD Ameritrade Holding Corp.(1)(2) 228,000 3,987,720
        $ 8,905,365
    Chemicals — 0.9%    
    Celanese Corp., Class A 48,450 $ 1,511,155
        $ 1,511,155
    Commercial Banks — 2.8%  
    Wells Fargo & Co.(2) 166,460 $ 4,551,016
        $ 4,551,016
    Commercial Services & Supplies — 0.9%  
    Copart, Inc.(1)(2) 39,940 $ 1,425,059
        $ 1,425,059
    Communications Equipment — 1.7%  
    Research In Motion, Ltd.(1)(2) 38,830 $ 2,752,270
        $ 2,752,270

     

    Security Shares Value
    Computers & Peripherals — 2.7%      
    Apple, Inc.(1) 21,300 $ 4,358,406
        $ 4,358,406
    Consumer Finance — 1.4%      
    American Express Co. 60,177 $ 2,298,160
        $ 2,298,160
    Diversified Financial Services — 1.7%    
    CIT Group, Inc.(1) 50,000 $ 1,821,500
    Moody’s Corp.(2) 35,650   949,003
        $ 2,770,503
    Electrical Equipment — 1.4%      
    Harbin Electric, Inc.(1)(2) 48,000 $ 908,640
    Vestas Wind Systems A/S(1) 29,700   1,468,785
        $ 2,377,425
    Electronic Equipment, Instruments &    
    Components — 0.1%      
    Itron, Inc.(1)(2) 3,650 $ 244,368
        $ 244,368
    Energy Equipment & Services — 0.8%    
    Nabors Industries, Ltd.(1)(2) 58,436 $ 1,287,929
        $ 1,287,929
    Food & Staples Retailing — 2.2%      
    Shoppers Drug Mart Corp.(2) 87,750 $ 3,669,454
        $ 3,669,454
    Food Products — 2.7%      
    H.J. Heinz Co.(2) 77,000 $ 3,534,300
    Lancaster Colony Corp.(2) 15,150   871,731
        $ 4,406,031
    Health Care Equipment & Supplies — 1.4%  
    Masimo Corp.(1)(2) 59,568 $ 1,649,438
    NuVasive, Inc.(1)(2) 17,000   679,150
        $ 2,328,588

     

    S e e notes to financ ial statem e nts
    13

     


    Multi-Cap Growth Portfolio a s o f F e b r u a r y 2 8 , 2 0 1 0
    PORTFOLIO OF INVESTMENTS (Unaudited) CONT’D

     

    Security Shares Value
    Health Care Providers & Services — 3.5%  
    CIGNA Corp.(2) 69,000 $ 2,363,940
    Laboratory Corp. of America Holdings(1)(2) 11,420 837,200
    Lincare Holdings, Inc.(1)(2) 40,000 1,606,400
    Quest Diagnostics, Inc.(2) 16,450 933,538
        $ 5,741,078
     
    Hotels, Restaurants & Leisure — 1.1%  
    Bally Technologies, Inc.(1)(2) 43,743 $ 1,811,398
        $ 1,811,398
     
    Household Durables — 4.5%    
    Tempur-Pedic International, Inc.(1)(2) 141,100 $ 4,007,240
    Whirlpool Corp.(2) 39,196 3,298,735
        $ 7,305,975
     
    Household Products — 1.2%    
    Church & Dwight Co., Inc.(2) 29,530 $ 1,983,825
        $ 1,983,825
     
    Insurance — 0.5%    
    Allied World Assurance Holdings, Ltd. 10,155 $ 468,146
    Fairfax Financial Holdings, Ltd. 1,182 407,924
        $ 876,070
     
    Internet Software & Services — 2.0%  
    AOL, Inc.(1)(2) 69,000 $ 1,709,820
    Monster Worldwide, Inc.(1)(2) 113,500 1,583,325
        $ 3,293,145
     
    IT Services — 5.9%    
    Accenture PLC, Class A 56,759 $ 2,268,657
    Alliance Data Systems Corp.(1)(2) 70,710 3,920,163
    MasterCard, Inc., Class A 15,630 3,506,903
        $ 9,695,723
     
    Machinery — 0.2%    
    PACCAR, Inc.(2) 8,680 $ 306,838
        $ 306,838

     

    Security Shares Value
    Media — 4.4%    
    DIRECTV, Class A(1)(2) 106,881 $ 3,617,922
    McGraw-Hill Cos., Inc. (The)(2) 104,210 3,563,982
        $ 7,181,904
     
    Multiline Retail — 1.4%    
    Big Lots, Inc.(1)(2) 68,741 $ 2,302,823
        $ 2,302,823
     
    Oil, Gas & Consumable Fuels — 7.5%  
    Alpha Natural Resources, Inc.(1) 35,249 $ 1,621,807
    Apache Corp. 26,142 2,709,357
    Arch Coal, Inc.(2) 74,000 1,664,260
    Brigham Exploration Co.(1)(2) 38,163 626,636
    Forest Oil Corp.(1)(2) 32,500 880,750
    Heritage Oil PLC(1) 69,000 491,843
    Newfield Exploration Co.(1)(2) 19,560 998,929
    Nexen, Inc. 147,000 3,307,500
        $ 12,301,082
     
    Pharmaceuticals — 5.3%    
    Biovail Corp. 126,154 $ 1,870,864
    King Pharmaceuticals, Inc.(1)(2) 151,370 1,702,912
    Perrigo Co.(2) 19,140 948,770
    Pfizer, Inc. 134,000 2,351,700
    Warner Chilcott PLC(1)(2) 67,000 1,823,740
        $ 8,697,986
     
    Road & Rail — 0.5%    
    Kansas City Southern(1)(2) 25,000 $ 857,500
        $ 857,500
     
    Semiconductors & Semiconductor Equipment — 3.6%
    Atheros Communications, Inc.(1)(2) 49,990 $ 1,794,141
    Tessera Technologies, Inc.(1)(2) 140,465 2,522,751
    Veeco Instruments, Inc.(1)(2) 47,000 1,602,700
        $ 5,919,592
     
    Software — 1.9%    
    Check Point Software Technologies, Ltd.(1)(2) 97,350 $ 3,173,610
        $ 3,173,610

     

    S e e notes to financ ial statem e nts
    14

     


    Multi-Cap Growth Portfolio a s o f F e b r u a r y 2 8 , 2 0 1 0
    PORTFOLIO OF INVESTMENTS (Unaudited) CONT’D

     

    Security Shares Value
    Specialty Retail — 2.9%    
    Advance Auto Parts, Inc.(2) 44,786 $ 1,827,269
    Limited Brands, Inc.(2) 48,000 1,061,280
    RadioShack Corp.(2) 97,000 1,897,320
        $ 4,785,869
     
    Textiles, Apparel & Luxury Goods — 5.5%  
    Gildan Activewear, Inc.(1)(2) 205,350 $ 4,848,314
    Hanesbrands, Inc.(1)(2) 163,236 4,232,709
        $ 9,081,023
     
    Wireless Telecommunication Services — 9.6%
    Crown Castle International Corp.(1)(2) 134,900 $ 5,099,220
    Leap Wireless International, Inc.(1)(2) 56,000 799,120
    NII Holdings, Inc.(1)(2) 165,933 6,209,213
    Rogers Communications, Inc., Class B(2) 110,840 3,661,045
        $ 15,768,598
     
    Total Common Stocks    
    (identified cost $127,540,469) $157,159,528
     
    Inve stme nt Funds — 0.0%  
    Security Shares Value
     
    Capital Markets — 0.0%  
    iShares Russell 2000 Index Fund 100 $ 6,280
    SPDR S&P 500 ETF Trust 100 11,076
     
    Total Investment Funds    
    (identified cost $13,076)   $ 17,356

     

    Short-Term Investments — 30. 4%  
      Interest  
    Description (000’s omitted) Value
    Eaton Vance Cash Collateral Fund, LLC, 0.19%(3)(4) $46,981 $ 46,981,006
    Eaton Vance Cash Reserves Fund, LLC, 0.13%(4) 2,849 2,849,471
     
    Total Short-Term Investments    
    (identified cost $49,830,477)   $ 49,830,477
     
    Total Investments — 126.1%    
    (identified cost $177,384,022)   $207,007,361
     
    Other Assets, Less Liabilities — (26.1)% $ (42,833,952)
     
    Net Assets — 100.0%   $164,173,409

     

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

    (1)     

    Non-income producing security.

    (2)     

    All or a portion of this security was on loan at February 28, 2010.

    (3)     

    The amount invested in Eaton Vance Cash Collateral Fund, LLC represents cash collateral received for securities on loan at February 28, 2010. 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 February 28, 2010. Net income allocated from the investment in Eaton Vance Cash Reserves Fund, LLC and Cash Management Portfolio, another affiliated investment company, for the six months ended February 28, 2010 was $1,612 and $0, respectively.

    S e e notes to financ ial statem e nts
    15

     


    Multi-Cap Growth Portfolio a s o f F e b r u a r y 2 8 , 2 0 1 0
    FINANCIAL STATEMENTS (Unaudited)    

     

    S t a t e m e n t o f A s s e t s a n d L i a b i l i t i e s
     
    As of February 28, 2010  
    Assets  
    Unaffiliated investments, at value including $46,166,556 of securities  
    on loan (identified cost, $127,553,545) $157,176,884
    Affiliated investments, at value (identified cost, $49,830,477) 49,830,477
    Dividends receivable 194,121
    Interest receivable from affiliated investment 1,358
    Receivable for investments sold 4,931,389
    Securities lending income receivable 5,944
    Total assets $212,140,173
     
     
     
    Liabilities  
    Collateral for securities loaned $ 46,981,006
    Payable for investments purchased 844,656
    Payable to affiliates:  
    Investment adviser fee 85,187
    Accrued expenses 55,915
    Total liabilities $ 47,966,764
    Net Assets applicable to investors’ interest in Portfolio $164,173,409
     
     
     
    Sources of Net Assets  
    Net proceeds from capital contributions and withdrawals $134,550,070
    Net unrealized appreciation 29,623,339
    Total $164,173,409

     

    S t a t e m e n t o f O p e r a t i o n s  
    For the Six Months Ended  
    February 28, 2010  
    Investment Income  
    Dividends (net of foreign taxes, $24,385) $ 574,607
    Securities lending income, net 73,462
    Interest income allocated from affiliated investments 12,633
    Expenses allocated from affiliated investments (11,021)
    Total investment income $ 649,681
     
     
    Expenses  
    Investment adviser fee $ 556,370
    Trustees’ fees and expenses 3,154
    Custodian fee 70,135
    Legal and accounting services 22,544
    Miscellaneous 5,505
    Total expenses $ 657,708
     
    Net investment loss $ (8,027)
     
     
    Realized and Unrealized Gain (Loss)  
    Net realized gain (loss) —  
    Investment transactions $ 28,293,715
    Investment transactions allocated from affiliated investments 10,558
    Foreign currency transactions (11,273)
    Net realized gain $ 28,293,000
    Change in unrealized appreciation (depreciation) —  
    Investments $(16,479,283)
    Net change in unrealized appreciation (depreciation) $ (16,479,283)
    Net realized and unrealized gain $ 11,813,717
     
    Net increase in net assets from operations $ 11,805,690

     

    S e e notes to financ ial statem e nts
    16

     


    Multi-Cap Growth Portfolio a s o f F e b r u a r y 2 8 , 2 0 1 0
     
    FINANCIAL STATEMENTS CON T ’ D      
     
    S t a t e m e n t s o f C h a n g e s i n N e t A s s e t s      
      Six Months Ended        
    Increase (Decrease) February 28, 2010 Year Ended      
    in Net Assets (Unaudited) August 31, 2009      
    From operations —            
    Net investment income (loss) $ (8,027) $ 905,124      
    Net realized gain (loss) from investment and          
    foreign currency transactions   28,293,000 (120,837,622)      
    Net change in unrealized appreciation            
    (depreciation) from investments and          
    foreign currency   (16,479,283) 14,658,076      
    Net increase (decrease) in net assets from          
    operations $ 11,805,690 $ (105,274,422)      
    Capital transactions —            
    Contributions $ 14,533,613 $ 73,382,984      
    Withdrawals   (58,165,601) (117,373,596)      
    Net decrease in net assets from capital            
    transactions $ (43,631,988) $ (43,990,612)      
     
    Net decrease in net assets $ (31,826,298) $ (149,265,034)      
     
     
    Net Assets            
    At beginning of period $195,999,707 $ 345,264,741      
    At end of period $164,173,409 $ 195,999,707      

     

    S e e notes to financ ial statem e nts
    17

     


    Multi-Cap Growth Portfolio a s o f F e b r u a r y 2 8 , 2 0 1 0
    FINANCIAL STATEMENTS CON T ’ D
    S u p p l e m e n t a r y D a t a            
      Six Months Ended          
      February 28, 2010   Year Ended August 31,    
      (Unaudited) 2009 2008 2007 2006 2005
     
    Ratios/Supplemental Data            
    Ratios (as a percentage of average daily net assets):            
    Expenses 0.74%(1) 0.75% 0.70% 0.74% 0.75%(2) 0.75%(2)
    Net investment income (loss) (0.01)%(1) 0.57% 0.79% 0.95%(3) 0.15% 0.02%
    Portfolio Turnover 115%(4) 274% 206% 144% 208% 201%
    Total Return 5.28%(4) (30.08)% 2.84% 37.91% 8.06% 23.55%
    Net assets, end of period (000’s omitted) $164,173 $196,000 $345,265 $178,064 $122,415 $122,884

     

    (1)     

    Annualized.

    (2)     

    The investment adviser waived a portion of its investment adviser fee (equal to less than 0.005% and 0.01% of average daily net assets for the years ended August 31, 2006 and 2005, respectively).

    (3)     

    Includes special dividends equal to 0.88% of average daily net assets.

    (4)     

    Not annualized.

    S e e notes to financ ial statem e nts
    18

     


    Multi-Cap Growth Portfolio a s o f F e b r u a r y 2 8 , 2 0 1 0
    NOTES TO F INANCIAL STATEMENTS (Unaudited)

     

    1 Significant Accounting Policies Multi-Cap Growth Portfolio (the Portfolio) is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as a diversified, open-end management investment company. The Portfolio’s investment objective is to achieve capital growth. The Declaration of Trust permits the Trustees to issue interests in the Portfolio. At February 28, 2010, Eaton Vance Multi-Cap Growth Fund and Eaton Vance Equity Asset Allocation Fund held an interest of 91.4% and 1.5%, 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. A source of authoritative accounting principles applied in the preparation of the Portfolio’s financial statements is the Financial Accounting Standards Board (FASB) Accounting Standards Codification (the Codification), which superseded existing non-Securities and Exchange Commission accounting and reporting standards for interim and annual reporting periods ending after September 15, 2009. The adoption of the Codification for the current reporting period did not impact the Portfolio’s application of generally accepted accounting principles.

    A Investment Valuation — Equity securities (including common shares of closed-end investment companies) listed on a U.S. securities exchange generally are valued at the last sale price on the day of valuation or, if no sales took place on such date, at the mean between the closing bid and asked prices therefore on the exchange where such securities are principally traded. Equity securities listed on the NASDAQ Global or Global Select Market generally are valued at the NASDAQ official closing price. Unlisted or listed securities for which closing sales prices or closing quotations are not available are valued at the mean between the latest available bid and asked prices or, in the case of preferred equity securities that are not listed or traded in the over-the-counter market, by a third party pricing service that will use various techniques that consider factors including, but not limited to, prices or yields of securities with similar characteristics, benchmark yields, broker/dealer quotes, quotes of underlying common stock, issuer spreads, as well as industry and economic events. Short-term debt securities with a remaining maturity of sixty days or less are generally valued at amortized cost, which approximates market value. Foreign securities and currencies are valued in U.S. dollars, based on foreign currency exchange rate quotations supplied by a third party pricing service. The pricing service uses a proprietary model to determine the exchange rate. Inputs to the model include reported trades and implied bid/ask spreads. The daily valuation of exchange-traded foreign securities generally is determined as of the close of trading on the

    principal exchange on which such securities trade. Events occurring after the close of trading on foreign exchanges may result in adjustments to the valuation of foreign securities to more accurately reflect their fair value as of the close of regular trading on the New York Stock Exchange. When valuing foreign equity securities that meet certain criteria, the Trustees have approved the use of a fair value service that values such securities to reflect market trading that occurs after the close of the applicable foreign markets of comparable securities or other instruments that have a strong correlation to the fair-valued securities. Investments for which valuations or market quotations are not readily available or are deemed unreliable are valued at fair value using methods determined in good faith by or at the direction of the Trustees of the Portfolio in a manner that most fairly reflects the security’s value, or the amount that the Portfolio might reasonably expect to receive for the security upon its current sale in the ordinary course. Each such determination is based on a consideration of all relevant factors, which are likely to vary from one pricing context to another. These factors may include, but are not limited to, the type of security, the existence of any contractual restrictions on the security’s disposition, the price and extent of public trading in similar securities of the issuer or of comparable companies or entities, quotations or relevant information obtained from broker-dealers or other market participants, information obtained from the issuer, analysts, and/or the appropriate stock exchange (for exchange-traded securities), an analysis of the company’s or entity’s financial condition, and an evaluation of the forces that influence the issuer and the market(s) in which the security is purchased and sold.

    The Portfolio may invest in Eaton Vance Cash Reserves Fund, LLC (Cash Reserves Fund), Eaton Vance Cash Collateral Fund, LLC (Cash Collateral Fund) and, prior to its liquidation in February 2010, Cash Management Portfolio (Cash Management), affiliated investment companies managed by Eaton Vance Management (EVM) or Boston Management and Research (BMR), a subsidiary of EVM. Cash Reserves Fund, Cash Collateral Fund and Cash Management generally value their investment securities utilizing the amortized cost valuation technique permitted by Rule 2a-7 under the 1940 Act, pursuant to which Cash Reserves Fund, Cash Collateral Fund and Cash Management must comply with certain conditions. This technique involves initially valuing a portfolio security at its cost and thereafter assuming a constant amortization to maturity of any discount or premium. If amortized cost is determined not to approximate fair value, Cash Reserves Fund, Cash Collateral Fund and Cash Management may value their investment securities based on available market quotations provided by a third party pricing service.

    19


    Multi-Cap Growth Portfolio a s o f F e b r u a r y 2 8 , 2 0 1 0  
    NOTES TO F INANCIAL STATEMENTS (Unaudited) CONT’D

     

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

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

    D Federal Taxes — The Portfolio has elected to be

    treated as a partnership for federal tax purposes. No provision is made by the Portfolio for federal or state taxes on any taxable income of the Portfolio because each investor in the Portfolio is ultimately responsible for the payment of any taxes on its share of taxable income. Since at least one of the Portfolio’s investors is a regulated investment company that invests all or substantially all of its assets in the Portfolio, the Portfolio normally must satisfy the applicable source of income and diversification requirements (under the Internal Revenue Code) in order for its investors to satisfy them. The Portfolio will allocate, at least annually among its investors, each investor’s distributive share of the Portfolio’s net investment income, net realized capital gains and any other items of income, gain, loss, deduction or credit.

    As of February 28, 2010, the Portfolio had no uncertain tax positions that would require financial statement recognition, de-recognition, or disclosure. Each of the Portfolio’s federal tax returns filed in the 3-year period ended August 31, 2009 remains subject to examination by the Internal Revenue Service.

    E Expense Reduction — State Street Bank and

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

    F Foreign Currency Translation — Investment

    valuations, other assets, and liabilities initially expressed in foreign currencies are translated each business day into U.S. dollars based upon current exchange rates. Purchases and sales of foreign investment securities and income and

    expenses denominated in foreign currencies are translated into U.S. dollars based upon currency exchange rates in effect on the respective dates of such transactions. Recognized gains or losses on investment transactions attributable to changes in foreign currency exchange rates are recorded for financial statement purposes as net realized gains and losses on investments. That portion of unrealized gains and losses on investments that results from fluctuations in foreign currency exchange rates is not separately disclosed.

    G Use of Estimates — The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expense during the reporting period. Actual results could differ from those estimates.

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

    I Interim Financial Statements — The interim financial statements relating to February 28, 2010 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.

    20


    Multi-Cap Growth Portfolio a s o f F e b r u a r y 2 8 , 2 0 1 0  
    NOTES TO F INANCIAL STATEMENTS (Unaudited) CONT’D

     

    2 Investment Adviser Fee and Other Transactions with Affiliates

    The investment adviser fee is earned by BMR as compensation for investment advisory services rendered to the Portfolio. The fee is computed at an annual rate of 0.625% of the Portfolio’s average daily net assets up to and including $300 million and at reduced rates as daily net assets exceed that level, and is payable monthly. Prior to its liquidation in February 2010, the portion of the adviser fee payable by Cash Management on the Portfolio’s investment of cash therein was credited against the Portfolio’s investment adviser fee. EVM does not currently receive a fee for advisory services provided to Cash Reserves Fund. For the six months ended February 28, 2010, the Portfolio’s investment adviser fee totaled $566,137 of which $9,767 was allocated from Cash Management and $556,370 was paid or accrued directly by the Portfolio. For the six months ended February 28, 2010, the Portfolio’s investment adviser fee, including the portion allocated from Cash Management, was 0.625% (annualized) of the Portfolio’s average daily net assets.

    During the six months ended February 29, 2010, EVM reimbursed the Portfolio $5,358 for a trading error. The effect of the loss incurred and the reimbursement by EVM of such amount had no impact on total return.

    Except for Trustees of the Portfolio who are not members of EVM’s or BMR’s organizations, officers and Trustees receive remuneration for their services to the Portfolio out of the investment adviser fee. Trustees of the Portfolio who are not affiliated with the investment adviser may elect to defer receipt of all or a percentage of their annual fees in accordance with the terms of the Trustees Deferred Compensation Plan. For the six months ended February 28, 2010, no significant amounts have been deferred. Certain officers and Trustees of the Portfolio are officers of the above organizations.

    3 Purchases and Sales of Investments

    Purchases and sales of investments, other than short-term obligations, aggregated $192,928,756 and $234,130,084, respectively, for the six months ended February 28, 2010.

    4 Federal Income Tax Basis of Investments The cost and unrealized appreciation (depreciation) of investments of the Portfolio at February 28, 2010, as determined on a federal income tax basis, were as follows:

    Aggregate cost $183,116,959
    Gross unrealized appreciation $ 25,903,890
    Gross unrealized depreciation (2,013,488)
    Net unrealized appreciation $ 23,890,402

     

    5 Line of Credit

    The Portfolio participates with other portfolios and funds managed by EVM and its affiliates in a $450 million unsecured line of credit agreement with a group of banks. Borrowings are made by the Portfolio solely to facilitate the handling of unusual and/or unanticipated short-term cash requirements. Interest is charged to the Portfolio based on its borrowings at an amount above either the Eurodollar rate or Federal Funds rate. In addition, a fee computed at an annual rate of 0.10% on the daily unused portion of the line of credit is allocated among the participating portfolios and funds at the end of each quarter. Because the line of credit is not available exclusively to the Portfolio, it may be unable to borrow some or all of its requested amounts at any particular time. The Portfolio did not have any significant borrowings or allocated fees during the six months ended February 28, 2010.

    6 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 (and at times receive from) the broker a loan rebate fee computed as a varying percentage of the collateral received. The net loan rebate fee received by the Portfolio amounted to $35,490 for the six months ended February 28, 2010. At February 28, 2010, the value of the securities loaned and the value of the collateral received amounted to $46,166,556 and $46,981,006, respectively. In the event of counterparty default, the Portfolio is subject to potential loss if it is delayed or prevented from exercising its right to dispose of the collateral. The Portfolio bears risk in the event that invested collateral is not sufficient to meet its obligations due on loans.

    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.)

    21


    Multi-Cap Growth Portfolio a s o f F e b r u a r y 2 8 , 2 0 1 0  
    NOTES TO F INANCIAL STATEMENTS (Unaudited) CONT’D

     

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

    The inputs or methodology used for valuing securities are
    not necessarily an indication of the risk associated with
    investing in those securities.

    At February 28, 2010, the inputs used in valuing the
    Portfolio’s investments, which are carried at value, were
    as follows:

      Quoted        
      Prices in        
      Active Significant      
      Markets for Other Significant    
      Identical Observable Unobservable  
      Assets Inputs Inputs    
    Asset Description (Level 1) (Level 2) (Level 3)   Total
    Common Stocks          
    Consumer Discretionary $ 35,998,853 $ — $ — $ 35,998,853
    Consumer Staples 10,059,311   10,059,311
    Energy 13,097,168 491,843   13,589,011
    Financials 19,401,114   19,401,114
    Health Care 23,055,654   23,055,654
    Industrials 6,869,933 1,468,785   8,338,718
    Information Technology 29,437,114   29,437,114
    Materials 1,511,155   1,511,155
    Telecommunication Services 15,768,598   15,768,598
    Total Common Stocks $155,198,900 $ 1,960,628* $ — $157,159,528
    Investment Funds $ 17,356 $ — $ — $ 17,356
    Short-Term Investments 49,830,477   49,830,477
    Total Investments $155,216,256 $51,791,105 $ — $207,007,361

     

    *     

    Includes foreign equity securities whose values were adjusted to reflect market trading that occurred after the close of trading in their applicable foreign markets.

    The Portfolio held no investments or other financial
    instruments as of August 31, 2009 whose fair value was
    determined using Level 3 inputs.

    22


    Eaton Vance 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 27, 2009, the Board, including a majority of the Independent Trustees, voted to approve continuation of existing advisory and sub-advisory agreements for the Eaton Vance Funds for an additional one-year period. In voting its approval, the Board relied upon the affirmative recommendation of the Contract Review Committee of the Board (formerly the Special Committee), which is a committee comprised exclusively of Independent Trustees. Prior to making its recommendation, the Contract Review Committee reviewed information furnished for a series of meetings of the Contract Review Committee held in February, March and April 2009. 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, and any changes in portfolio management processes and personnel;

    • 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.

    23


    Eaton Vance Multi-Cap Growth Fund

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

    In addition to the information identified above, the Contract Review Committee considered information provided from time to time by each adviser throughout the year at meetings of the Board and its committees. Over the course of the twelve-month period ended April 30, 2009, the Board met eighteen times and the Contract Review Committee, the Audit Committee, the Governance Committee, the Portfolio Management Committee and the Compliance Reports and Regulatory Matters Committee, each of which is a Committee comprised solely of Independent Trustees, met seven, five, six, six and six 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 Contract Review Committee was assisted throughout the contract review process by Goodwin Procter LLP, legal counsel for the Independent Trustees. The members of the Contract Review Committee relied upon the advice of such counsel and their own business judgment in determining the material factors to be considered in evaluating each advisory and sub-advisory agreement and the weight to be given to each such factor. The conclusions reached with respect to each advisory and sub-advisory agreement were based on a comprehensive evaluation of all the information provided and not any single factor. Moreover, each member of the Contract Review Committee may have placed varying emphasis on particular factors in reaching conclusions with respect to each advisory and sub-advisory agreement.

    Results of the Process

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

    Nature, Extent and Quality of Services

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

    The Board considered the Adviser’s management capabilities and investment process with respect to the types of investments held by the Portfolio, including the education, experience and number of its investment professionals and other personnel who provide portfolio management, investment research, and similar services to the Portfolio. 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 also reviewed the compliance programs of the Adviser and relevant affiliates thereof. Among other matters, the Board considered compliance and reporting matters relating to personal trading by investment personnel, selective disclosure of portfolio holdings, late trading, frequent trading, portfolio valuation, business continuity and the allocation of investment opportunities. The Board also evaluated the responses of the Adviser and its affiliates to requests from regulatory authorities such as the Securities and Exchange Commission and the Financial Industry Regulatory Authority.

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

    The Board considered the Adviser’s recommendations for Board action and other steps taken in response to the unprecedented dislocations experienced in the capital markets over recent periods, including sustained periods of high volatility, credit disruption and government intervention. In particular, the Board considered the Adviser’s efforts and expertise with respect to each of the following matters as they relate to the Fund and/or other funds within the Eaton Vance family of funds: (i) negotiating and maintaining the

    24


    Eaton Vance Multi-Cap Growth Fund

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

    availability of bank loan facilities and other sources of credit used for investment purposes or to satisfy liquidity needs; (ii) establishing the fair value of securities and other instruments held in investment portfolios during periods of market volatility and issuer-specific disruptions; and (iii) the ongoing monitoring of investment management processes and risk controls.

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

    Fund Performance

    The Board compared the Fund’s investment performance to a relevant universe of similarly managed funds identified by an independent data provider and appropriate benchmark indices. The Board reviewed comparative performance data for the one-, three-, five- and ten-year periods ended September 30, 2008 for the Fund. The Board concluded that the Fund’s performance was satisfactory.

    Management Fees and Expenses

    The Board reviewed contractual investment advisory fee rates, including any administrative fee rates, payable by the Portfolio and the Fund (referred to collectively as “management fees”). As part of its review, the Board considered the management fees and the Fund’s total expense ratio for the year ended September 30, 2008, 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 Portfolio, the Fund and to all Eaton Vance Funds as a group. The Board considered the level of profits realized without regard to revenue sharing or other payments by the Adviser and its affiliates to third parties in respect of distribution services. The Board also considered other direct or indirect benefits received by the Adviser and its affiliates in connection with its relationship with the Portfolio and the Fund, 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 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 Adviser 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.

    25


    Eaton Vance Multi-Cap Growth Fund

    O F F ICERS A N D T RUS T EES

    EatonVance Multi-CapGrowthFund

    Officers

    Thomas E. Faust Jr. Trustee and President

    Barbara E. Campbell Treasurer

    Trustees

    Ralph F. Verni Chairman

    Benjamin C. Esty

    Allen R. Freedman

    Maureen A. Gemma

    Secretary and Chief Legal Officer

    William H. Park

     
    Paul M. O’Neil Ronald A. Pearlman
    Chief Compliance Officer  
      Helen Frame Peters
     
      Heidi L. Steiger
     
      Lynn A. Stout
    M u l t i - C a p G r o w t h P o r t f o l i o  
     

    Officers

    Duncan W. Richardson President

    Arieh Coll Vice President

    Trustees

    Ralph F. Verni Chairman

    Benjamin C. Esty

    Thomas E. Faust Jr.

    Barbara E. Campbell  
    Treasurer Allen R. Freedman
     
    Maureen A. Gemma William H. Park
    Secretary and Chief Legal Officer  
      Ronald A. Pearlman
    Paul M. O’Neil  
    Chief Compliance Officer Helen Frame Peters
     
      Heidi L. Steiger
     
      Lynn A. Stout

     

    26


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

    Two International Place
    Boston, MA 02110

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

    Two International Place
    Boston, MA 02110

    Principal Underwriter*
    Eaton Vance Distributors, Inc.

    Two International Place
    Boston, MA 02110
    (617) 482-8260

    Custodian
    State Street Bank and Trust Company

    200 Clarendon Street
    Boston, MA 02116

    Transfer Agent
    PNC Global Investment Servicing

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

    Eaton Vance Multi-Cap Growth Fund
    Two International Place
    Boston, MA 02110

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

         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 1-800-262-1122.


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    GFSRC