Eaton Vance Tax-Managed Small-Cap Value Portfolio

0000950123-10-061799.txt : 20100629 0000950123-10-061799.hdr.sgml : 20100629 20100628175307 ACCESSION NUMBER: 0000950123-10-061799 CONFORMED SUBMISSION TYPE: N-CSRS PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20100430 FILED AS OF DATE: 20100629 DATE AS OF CHANGE: 20100628 EFFECTIVENESS DATE: 20100629 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TAX MANAGED SMALL CAP VALUE PORTFOLIO CENTRAL INDEX KEY: 0001163515 IRS NUMBER: 010553915 STATE OF INCORPORATION: MA FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: N-CSRS SEC ACT: 1940 Act SEC FILE NUMBER: 811-10599 FILM NUMBER: 10921127 BUSINESS ADDRESS: STREET 1: EATON VANCE BUILDING STREET 2: 255 STATE STREET CITY: BOSTON STATE: MA ZIP: 02109 BUSINESS PHONE: 800-225-6265 MAIL ADDRESS: STREET 1: EATON VANCE BUILDING STREET 2: 255 STATE STREET CITY: BOSTON STATE: MA ZIP: 02109 FORMER COMPANY: FORMER CONFORMED NAME: TAX MANAGED SMALL CO VALUE PORTFOLIO DATE OF NAME CHANGE: 20011212

0001163515 S000008477 Tax-Managed Small-Cap Value Portfolio

C000023244 Tax-Managed Small-Cap Value Portfolio

N-CSRS 1 b81392a1nvcsrs.htm EATON VANCE TAX-MANAGED SMALL-CAP VALUE PORTFOLIO Eaton Vance Tax-Managed Small-Cap Value Portfolio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES

Investment Company Act File Number: 811-10599

Tax-Managed Small-Cap Value Portfolio

(Exact Name of Registrant as Specified in Charter)

Two International Place, Boston, Massachusetts 02110

(Address of Principal Executive Offices)

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

(617) 482-8260

(Registrant’s Telephone Number)

October 31

Date of Fiscal Year End

April 30, 2010

Date of Reporting Period

Item 1. Reports to Stockholders

Tax-Managed Small-Cap Value Portfolio as of April 30, 2010

PORTFOLIO OF INVESTMENTS (Unaudited)


Common Stocks — 93.8%

Security	Shares		Value



Auto Components — 1.7%

BorgWarner, Inc.⁽¹⁾		31,500	$	1,365,210


			$	1,365,210




Chemicals — 2.2%

RPM International, Inc.		81,200	$	1,792,896


			$	1,792,896




Commercial Banks — 9.3%

First Midwest Bancorp, Inc.		72,600	$	1,103,520
Glacier Bancorp, Inc.		91,200		1,686,288
National Penn Bancshares, Inc.		137,100		1,003,572
Prosperity Bancshares, Inc.		43,900		1,721,758
Trustmark Corp.		81,200		1,987,776


			$	7,502,914




Commercial Services & Supplies — 1.8%

Brink’s Co. (The)		55,100	$	1,467,313


			$	1,467,313




Communications Equipment — 2.7%

Brocade Communications Systems, Inc.⁽¹⁾		343,400	$	2,228,666


			$	2,228,666




Construction & Engineering — 5.8%

Chicago Bridge & Iron Co. NV⁽¹⁾		83,200	$	1,950,208
Emcor Group, Inc.⁽¹⁾		30,300		865,368
Tutor Perini Corp.⁽¹⁾		77,300		1,876,071


			$	4,691,647




Containers & Packaging — 2.3%

AptarGroup, Inc.		44,200	$	1,902,368


			$	1,902,368




Electric Utilities — 5.5%

Cleco Corp.		69,200	$	1,896,080
Portland General Electric Co.		55,600		1,105,328
Westar Energy, Inc.		60,600		1,435,614


			$	4,437,022



Electrical Equipment — 3.4%

A.O. Smith Corp.		33,900	$	1,750,257
General Cable Corp.⁽¹⁾		35,200		1,005,664


			$	2,755,921




Energy Equipment & Services — 5.9%

Bristow Group, Inc.⁽¹⁾		35,300	$	1,366,463
Exterran Holdings, Inc.⁽¹⁾		60,100		1,751,915
Oil States International, Inc.⁽¹⁾		35,100		1,695,681


			$	4,814,059




Food & Staples Retailing — 1.2%

BJ’s Wholesale Club, Inc.⁽¹⁾		25,800	$	987,624


			$	987,624




Food Products — 2.5%

J & J Snack Foods Corp.		18,300	$	852,597
TreeHouse Foods, Inc.⁽¹⁾		27,100		1,146,059


			$	1,998,656




Health Care Equipment & Supplies — 3.8%

Teleflex, Inc.		31,800	$	1,949,976
West Pharmaceutical Services, Inc.		26,800		1,121,580


			$	3,071,556




Health Care Providers & Services — 2.1%

Owens & Minor, Inc.		53,250	$	1,674,712


			$	1,674,712




Hotels, Restaurants & Leisure — 1.4%

Jack in the Box, Inc.⁽¹⁾		49,000	$	1,152,480


			$	1,152,480




Household Durables — 1.9%

Tupperware Brands Corp.		29,600	$	1,511,672


			$	1,511,672




Insurance — 6.3%

Argo Group International Holding, Ltd.		43,400	$	1,431,766
Aspen Insurance Holdings, Ltd.		65,700		1,772,586
Protective Life Corp.		77,900		1,875,053


			$	5,079,405

See notes to financial statements

Tax-Managed Small-Cap Value Portfolio as of April 30, 2010

PORTFOLIO OF INVESTMENTS (Unaudited) CONT’D


Security	Shares		Value



IT Services — 1.5%

MAXIMUS, Inc.		19,100	$	1,182,481


			$	1,182,481




Machinery — 9.4%

Barnes Group, Inc.		88,900	$	1,849,120
Crane Co.		45,000		1,617,300
Gardner Denver, Inc.		17,100		859,959
Lincoln Electric Holdings, Inc.		13,800		827,172
Nordson Corp.		11,200		804,384
Wabtec Corp.		35,800		1,703,364


			$	7,661,299




Oil, Gas & Consumable Fuels — 1.4%

Comstock Resources, Inc.⁽¹⁾		36,100	$	1,157,366


			$	1,157,366




Professional Services — 1.8%

Towers Watson & Co., Class A		29,700	$	1,425,600


			$	1,425,600




Road & Rail — 3.8%

Arkansas Best Corp.		40,600	$	1,236,676
Genesee & Wyoming, Inc., Class A⁽¹⁾		34,700		1,356,770
Old Dominion Freight Line, Inc.⁽¹⁾		12,900		462,852


			$	3,056,298




Software — 3.6%

JDA Software Group, Inc.⁽¹⁾		48,300	$	1,395,870
NetScout Systems, Inc.⁽¹⁾		107,300		1,557,996


			$	2,953,866




Specialty Retail — 3.9%

Buckle, Inc. (The)		11,600	$	419,688
Children’s Place Retail Stores, Inc. (The)⁽¹⁾		33,400		1,530,388
Dick’s Sporting Goods, Inc.⁽¹⁾		42,100		1,225,531


			$	3,175,607




Textiles, Apparel & Luxury Goods — 2.5%

Carter’s, Inc.⁽¹⁾		37,700	$	1,214,694
Hanesbrands, Inc.⁽¹⁾		27,600		785,772


			$	2,000,466



Thrifts & Mortgage Finance — 6.1%

Astoria Financial Corp.		104,200	$	1,681,789
First Niagara Financial Group, Inc.		119,200		1,656,880
Washington Federal, Inc.		79,200		1,629,144


			$	4,967,813



Total Common Stocks
(identified cost $57,388,977)			$	76,014,917



Total Investments — 93.8%
(identified cost $57,388,977)			$	76,014,917



Other Assets, Less Liabilities — 6.2%			$	4,985,434



Net Assets — 100.0%			$	81,000,351

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


(1)		Non-income producing security.

See notes to financial statements

Tax-Managed Small-Cap Value Portfolio as of April 30, 2010

FINANCIAL STATEMENTS (Unaudited)

Statement of Assets and Liabilities


As of April 30, 2010

Assets

Investments, at value (identified cost, $57,388,977)	$	76,014,917
Cash		5,063,157
Dividends receivable		17,528


Total assets	$	81,095,602





Liabilities

Payable to affiliates:
Investment adviser fee	$	66,368
Trustees’ fees		246
Accrued expenses		28,637


Total liabilities	$	95,251



Net Assets applicable to investors’ interest in Portfolio	$	81,000,351





Sources of Net Assets

Net proceeds from capital contributions and withdrawals	$	62,374,411
Net unrealized appreciation		18,625,940


Total	$	81,000,351

Statement of Operations


For the Six Months Ended
April 30, 2010

Investment Income

Dividends	$	477,115


Total investment income	$	477,115





Expenses

Investment adviser fee	$	369,798
Trustees’ fees and expenses		1,484
Custodian fee		24,829
Legal and accounting services		14,566
Miscellaneous		2,047


Total expenses	$	412,724


Deduct —
Reduction of custodian fee	$	384


Total expense reductions	$	384



Net expenses	$	412,340



Net investment income	$	64,775





Realized and Unrealized Gain (Loss)

Net realized gain (loss) —
Investment transactions	$	6,096,037


Net realized gain	$	6,096,037


Change in unrealized appreciation (depreciation) —
Investments	$	8,960,129


Net change in unrealized appreciation (depreciation)	$	8,960,129



Net realized and unrealized gain	$	15,056,166



Net increase in net assets from operations	$	15,120,941

See notes to financial statements

Tax-Managed Small-Cap Value Portfolio as of April 30, 2010

FINANCIAL STATEMENTS CONT’D

Statements of Changes in Net Assets


	Six Months Ended
Increase (Decrease)	April 30, 2010			Year Ended
in Net Assets	(Unaudited)			October 31, 2009

From operations —
Net investment income	$	64,775		$	428,732
Net realized gain (loss) from investment transactions		6,096,037			(3,618,049	)
Net change in unrealized appreciation (depreciation) from investments		8,960,129			6,761,258


Net increase in net assets from operations	$	15,120,941		$	3,571,941


Capital transactions —
Contributions	$	4,548,682		$	13,149,539
Withdrawals		(6,297,807	)		(10,871,040	)


Net increase (decrease) from capital transactions	$	(1,749,125	)	$	2,278,499



Net increase in net assets	$	13,371,816		$	5,850,440





Net Assets

At beginning of period	$	67,628,535		$	61,778,095


At end of period	$	81,000,351		$	67,628,535

See notes to financial statements

Tax-Managed Small-Cap Value Portfolio as of April 30, 2010

FINANCIAL STATEMENTS CONT’D

Supplementary Data


	Six Months Ended			Year Ended October 31,
	April 30, 2010
	(Unaudited)			2009			2008			2007			2006			2005



Ratios/Supplemental Data

Ratios (as a percentage of average daily net assets):
Expenses⁽¹⁾		1.12	%⁽²⁾		1.14	%		1.12	%		1.14	%		1.14	%		1.15	%
Net investment income (loss)		0.18	%⁽²⁾		0.73	%		0.51	%		0.19	%		0.17	%		(0.00	)%⁽³⁾
Portfolio Turnover		17	%⁽⁴⁾		66	%		103	%		80	%		49	%		24	%


Total Return		22.65	%⁽⁴⁾		5.89	%		(21.19	)%		12.92	%		11.91	%		13.20	%



Net assets, end of period (000’s omitted)	$	81,000		$	67,629		$	61,778		$	59,511		$	54,331		$	50,791


(1)		Excludes the effect of custody fee credits, if any, of less than 0.005%.

(2)		Annualized.

(3)		Amounts to less than (0.01)%.

(4)		Not annualized.

See notes to financial statements

Tax-Managed Small-Cap Value Portfolio as of April 30, 2010

NOTES TO FINANCIAL STATEMENTS (Unaudited)

1 Significant Accounting Policies

Tax-Managed Small-Cap Value Portfolio (the Portfolio) is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as a diversified, open-end management investment company. The Portfolio’s investment objective is to achieve long-term after-tax returns by investing in a diversified portfolio of value stocks of small-cap companies. The Declaration of Trust permits the Trustees to issue interests in the Portfolio. At April 30, 2010, Eaton Vance Tax-Managed Small-Cap Value Fund and Eaton Vance Tax-Managed Equity Asset Allocation Fund held an interest of 49.1% and 50.9%, respectively, in the Portfolio.

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

A Investment Valuation — Equity securities (including common shares of closed-end investment companies) listed on a U.S. securities exchange generally are valued at the last sale 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 purchased with a remaining maturity of sixty days or less are generally valued at amortized cost, which approximates market value. 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.

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. Interest income is recorded on the basis of interest accrued, adjusted for amortization of premium or accretion of discount.

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

As of April 30, 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 October 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 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

Tax-Managed Small-Cap Value Portfolio as of April 30, 2010

NOTES TO FINANCIAL 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 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.

H Interim Financial Statements — The interim financial statements relating to April 30, 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.

2 Investment Adviser Fee and Other Transactions with Affiliates

The investment adviser fee is earned by Boston Management and Research (BMR), a subsidiary of Eaton Vance Management (EVM), as compensation for management and investment advisory services rendered to the Portfolio. The fee is computed at an annual rate of 1.00% of the Portfolio’s average daily net assets up to $500 million and at reduced rates as daily net assets equal or exceed that level, and is payable monthly. Pursuant to a sub-advisory agreement, BMR pays Fox Asset Management LLC (Fox), an affiliate of EVM, a portion of its adviser fee for sub-advisory services provided to the Portfolio. For the six months ended April 30, 2010, the investment adviser fee was 1.00% (annualized) of the Portfolio’s average daily net assets and amounted to $369,798.

Except for Trustees of the Portfolio who are not members of EVM’s or BMR’s organizations, officers and Trustees receive remuneration for their services to the Portfolio out of the investment adviser fee. Trustees of the Portfolio who are not affiliated with the investment adviser may elect to defer receipt of all or a percentage of their annual fees in accordance with the terms of the Trustees Deferred Compensation Plan. For the six months ended April 30, 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 $12,043,118 and $13,489,395, respectively, for the six months ended April 30, 2010.

4 Federal Income Tax Basis of Investments

The cost and unrealized appreciation (depreciation) of investments of the Portfolio at April 30, 2010, as determined on a federal income tax basis, were as follows:


Aggregate cost	$	57,621,372


Gross unrealized appreciation	$	18,770,685
Gross unrealized depreciation		(377,140	)


Net unrealized appreciation	$	18,393,545

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 April 30, 2010.

6 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.

Tax-Managed Small-Cap Value Portfolio as of April 30, 2010

NOTES TO FINANCIAL STATEMENTS (Unaudited) CONT’D


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

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

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

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

At April 30, 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

Asset Description

(Level 1)

(Level 2)

(Level 3)

Total

Common Stocks

76,014,917

—

76,014,917

Total Investments

76,014,917

—

76,014,917

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

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

Eaton Vance Tax-Managed Small-Cap Value 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 26, 2010, the Board, including a majority of the Independent Trustees, voted to approve continuation of existing advisory and sub-advisory agreements for the Eaton Vance Funds for an additional one-year period. In voting its approval, the Board relied upon the affirmative recommendation of the Contract Review Committee of the Board, which is a committee comprised exclusively of Independent Trustees. Prior to making its recommendation, the Contract Review Committee reviewed information furnished for a series of meetings of the Contract Review Committee held between February and April 2010. Such information included, among other things, the following:

Information about Fees, Performance and Expenses


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

Information about Portfolio Management


	•	Descriptions of the investment management services provided to each fund, including the investment strategies and processes employed, and any changes in portfolio management processes and personnel;
	•	Information 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 policies and procedures relating to proxy voting, the handling of corporate actions and class actions;
	•	Information concerning the resources devoted to compliance efforts undertaken by each adviser and its affiliates on behalf of the funds (including descriptions of various compliance programs) and their record of compliance with investment policies and restrictions, including policies with respect to market-timing, late trading and selective portfolio disclosure, and with policies on personal securities transactions;
	•	Descriptions of the business continuity and disaster recovery plans of each adviser and its affiliates;
	•	A description of Eaton Vance Management’s procedures for overseeing third party advisers and sub-advisers;

Other Relevant Information


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

Eaton Vance Tax-Managed Small-Cap Value 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, 2010, with respect to one or more Funds, the Board met ten times and the Contract Review Committee, the Audit Committee, the Governance Committee, the Portfolio Management Committee and the Compliance Reports and Regulatory Matters Committee, each of which is a Committee comprised solely of Independent Trustees, met nine, thirteen, three, eight and fifteen 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, as well as trading policies and procedures and risk management techniques.

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

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

Results of the Process

Based on its consideration of the foregoing, and such other information as it deemed relevant, including the factors and conclusions described below, the Contract Review Committee concluded that the continuance of the investment advisory agreement of Tax-Managed Small-Cap Value Portfolio (the “Portfolio”), the portfolio in which Eaton Vance Tax-Managed Small-Cap Value Fund (the “Fund”) invests, with Boston Management and Research (the “Adviser”), and the sub-advisory agreement with Fox Asset Management LLC (the “Sub-adviser”), including their fee structures, is in the interests of shareholders and, therefore, the Contract Review Committee recommended to the Board approval of each 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 agreements. Accordingly, the Board, including a majority of the Independent Trustees, voted to approve continuation of the investment advisory agreement and sub-advisory agreement for the Portfolio.

Nature, Extent and Quality of Services

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

The Board considered the Adviser’s and the Sub-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 also noted the Adviser’s in-house equity research capabilities. With respect to the Adviser, the Board considered the Adviser’s responsibilities supervising the Sub-adviser. The Board also took into account the resources dedicated to portfolio management and other services, including the compensation methods to recruit and retain investment personnel, and the time and attention devoted to the Portfolio by senior management. With respect to the Sub-adviser, the Board took into account the resources available to the Sub-adviser in fulfilling its duties under the sub-advisory agreement and the Sub-adviser’s experience in managing equity portfolios.

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

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

Eaton Vance Tax-Managed Small-Cap Value Fund

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

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

Fund Performance

The Board compared the Fund’s investment performance to a relevant universe of similarly managed funds identified by an independent data provider and appropriate benchmark indices. The Board reviewed comparative performance data for the one-, three- and five-year periods ended September 30, 2009 for the Fund. The Board concluded that the performance of the Fund was satisfactory.

Management Fees and Expenses

The Board reviewed contractual investment advisory fee rates, including any administrative fee rates, payable by the 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, 2009, as compared to a group of similarly managed funds selected by an independent data provider. The Board also considered factors that had an impact on Fund expense ratios, as identified by management in response to inquiries from the Contract Review Committee, as well as actions being taken to reduce expenses at the fund complex level. The Board considered the fact that the Adviser had waived fees and/or paid expenses for the Fund.

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

Profitability

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

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

Economies of Scale

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

Eaton Vance Tax-Managed Small-Cap Value Fund

OFFICERS AND TRUSTEES

Eaton Vance Tax-Managed Small-Cap Value Fund


Officers Thomas E. Faust Jr. President and Trustee William H. Ahern, Jr. Vice President John R. Baur Vice President Maria C. Cappellano Vice President Michael A. Cirami Vice President Cynthia J. Clemson Vice President John H. Croft Vice President Charles B. Gaffney Vice President Christine M. Johnston Vice President Aamer Khan Vice President Thomas H. Luster Vice President Jeffrey A. Rawlins Vice President Duncan W. Richardson Vice President Judith A. Saryan Vice President Susan Schiff Vice President Thomas Seto Vice President David M. Stein Vice President Eric A. Stein Vice President Dan R. Strelow Vice President Mark S. Venezia Vice President Adam A. Weigold Vice President Barbara E. Campbell Treasurer Maureen A. Gemma Secretary and Chief Legal Officer Paul M. O’Neil Chief Compliance Officer		Trustees Ralph F. Verni Chairman Benjamin C. Esty Allen R. Freedman William H. Park Ronald A. Pearlman Helen Frame Peters Heidi L. Steiger Lynn A. Stout

Eaton Vance Tax-Managed Small-Cap Value Fund

OFFICERS AND TRUSTEES CONT’D

Tax-Managed Small-Cap Value Portfolio


Officers Duncan W. Richardson President Thomas E. Faust Jr. Vice President and Trustee Gregory R. Greene Vice President Robert J. Milmore Vice President J. Bradley Ohlmuller Vice President Barbara E. Campbell Treasurer Maureen A. Gemma Secretary and Chief Legal Officer Paul M. O’Neil Chief Compliance Officer		Trustees Ralph F. Verni Chairman Benjamin C. Esty Allen R. Freedman William H. Park Ronald A. Pearlman Helen Frame Peters Heidi L. Steiger Lynn A. Stout

This Page Intentionally Left Blank

Investment Adviser of Tax-Managed Small-Cap Value Portfolio

Boston Management and Research

Two International Place

Boston, MA 02110

Sub-Adviser of Tax-Managed Small-Cap Value Portfolio

Fox Asset Management LLC

331 Newman Springs Road, Suite 122

Red Bank, NJ 07701

Administrator of Eaton Vance Tax-Managed Small-Cap Value 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 Tax-Managed Small-Cap Value 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.


1300-6/10	TMSCVSRC

Item 2. Code of Ethics

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

Item 3. Audit Committee Financial Expert

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

Item 4. Principal Accountant Fees and Services

Not required in this filing.

Item 5. Audit Committee of Listed Registrants

Not required in this filing.

Item 6. Schedule of Investments

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

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

Not required in this filing.

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

Not required in this filing.

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

Not required in this filing.

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

No Material Changes.

Item 11. Controls and Procedures

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

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

Item 12. Exhibits


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

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

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

(b)		Combined Section 906 certification.

Signatures

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

Tax-Managed Small-Cap Value Portfolio


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

Date:		June 08, 2010

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


By:		/s/ Barbara E. Campbell

		Barbara E. Campbell
		Treasurer

Date:		June 08, 2010

By:		/s/ Duncan W. Richardson

		Duncan W. Richardson
		President

Date:		June 08, 2010

EX-99.CERT 2 b81392a1exv99wcert.htm EX-99.CERT SECTION 302 CERTIFICATION EX-99.CERT Section 302 Certification

Tax-Managed Small-Cap Value Portfolio
FORM N-CSR

Exhibit 12(a)(2)(i)

CERTIFICATION

I, Barbara E. Campbell, certify that:

1. I have reviewed this report on Form N-CSR of Tax-Managed Small-Cap Value Portfolio;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: June 08, 2010



	/s/ Barbara E. Campbell
	Barbara E. Campbell
	Treasurer

Tax-Managed Small-Cap Value Portfolio
FORM N-CSR

Exhibit 12(a)(2)(ii)

CERTIFICATION

I, Duncan W. Richardson, certify that:

1. I have reviewed this report on Form N-CSR of Tax-Managed Small-Cap Value Portfolio;

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: June 08, 2010



	/s/ Duncan W. Richardson
	Duncan W. Richardson
	President

EX-99.906CERT 3 b81392a1exv99w906cert.htm EX-99.906CERT SECTION 906 CERTIFICATION EX-99.906CERT Section 906 Certification

Form N-CSR Item 12(b) Exhibit

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned hereby certify in their capacity as Treasurer and President, respectively, of Tax-Managed Small-Cap Value Portfolio (the “Portfolio”), that:

	(a)		The Semi-Annual Report of the Portfolio on Form N-CSR for the period ended April 30, 2010 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

	(b)		The information contained in the Report fairly presents, in all material respects, the financial condition and the results of operations of the Portfolio for such period.

A signed original of this written statement required by section 906 has been provided to the Portfolio and will be retained by the Portfolio and furnished to the Securities and Exchange Commission or its staff upon request.

Tax-Managed Small-Cap Value Portfolio

Date: June 08, 2010


/s/ Barbara E. Campbell Barbara E. Campbell
Treasurer

Date: June 08, 2010

/s/ Duncan W. Richardson Duncan W. Richardson
President