N-CSRS 1 a2138731zn-csrs.txt N-CSRS 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: 811-10065 --------- Tax-Managed Small-Cap Value Portfolio ------------------------------------- (Exact Name of Registrant as Specified in Charter) The Eaton Vance Building, 255 State Street, Boston, Massachusetts 02109 ----------------------------------------------------------------------- (Address of Principal Executive Offices) Alan R. Dynner The Eaton Vance Building, 255 State Street, Boston, Massachusetts 02109 ----------------------------------------------------------------------- (Name and Address of Agent for Services) (617) 482-8260 -------------- (Registrant's Telephone Number) October 31 ---------- Date of Fiscal Year End April 30, 2004 -------------- Date of Reporting Period ITEM 1. REPORTS TO STOCKHOLDERS TAX-MANAGED SMALL-CAP VALUE PORTFOLIO as of April 30, 2004 PORTFOLIO OF INVESTMENTS (Unaudited) COMMON STOCKS -- 93.0%
SECURITY SHARES VALUE ------------------------------------------------------------------------------------ AUTO RELATED -- 4.7% BorgWarner, Inc. 19,500 $ 1,597,830 Superior Industries International, Inc. 23,000 783,840 ------------------------------------------------------------------------------------ $ 2,381,670 ------------------------------------------------------------------------------------ CEMENT -- 3.0% Lafarge North America, Inc. 35,000 $ 1,548,750 ------------------------------------------------------------------------------------ $ 1,548,750 ------------------------------------------------------------------------------------ CHEMICAL -- 4.2% Georgia Gulf Corp. 28,500 $ 908,010 RPM, Inc. 83,000 1,251,640 ------------------------------------------------------------------------------------ $ 2,159,650 ------------------------------------------------------------------------------------ COMPUTER / COMMUNICATIONS RELATED -- 2.1% Actel Corp.(1) 25,000 $ 498,000 International Rectifier Corp.(1) 14,300 566,852 ------------------------------------------------------------------------------------ $ 1,064,852 ------------------------------------------------------------------------------------ CONSTRUCTION / ENGINEERING -- 3.2% Granite Construction, Inc. 45,000 $ 893,250 Insituform Technologies, Inc.(1) 44,500 722,680 ------------------------------------------------------------------------------------ $ 1,615,930 ------------------------------------------------------------------------------------ ELECTRICAL EQUIPMENT -- 2.6% Belden, Inc. 51,000 $ 891,990 Cable Design Technologies Corp.(1) 52,000 443,560 ------------------------------------------------------------------------------------ $ 1,335,550 ------------------------------------------------------------------------------------ ELECTRONICS -- 3.3% Bel Fuse, Inc. 35,300 $ 1,090,064 Technitrol, Inc.(1) 28,000 595,560 ------------------------------------------------------------------------------------ $ 1,685,624 ------------------------------------------------------------------------------------ ENERGY -- 11.8% Newfield Exploration Co.(1) 29,000 $ 1,527,720 NUI Corp. 23,000 383,180 Piedmont Natural Gas Co., Inc. 23,000 931,500 Questar Corp. 29,000 1,028,630 Spinnaker Exploration Co.(1) 35,000 1,248,450 XTO Energy, Inc. 34,166 $ 912,232 ------------------------------------------------------------------------------------ $ 6,031,712 ------------------------------------------------------------------------------------ FOOD WHOLESALERS / RETAILERS -- 2.1% SUPERVALU, Inc. 34,000 $ 1,046,860 ------------------------------------------------------------------------------------ $ 1,046,860 ------------------------------------------------------------------------------------ HOUSEHOLD PRODUCTS -- 6.4% Church & Dwight Co., Inc. 50,500 $ 2,269,975 Libbey, Inc. 38,000 994,460 ------------------------------------------------------------------------------------ $ 3,264,435 ------------------------------------------------------------------------------------ INDUSTRIAL PRODUCTS -- 8.5% A.O. Smith Corp. 52,000 $ 1,554,800 Albany International Corp. 25,000 762,500 CLARCOR, Inc. 6,800 299,336 Teleflex, Inc. 37,000 1,689,050 ------------------------------------------------------------------------------------ $ 4,305,686 ------------------------------------------------------------------------------------ INSURANCE -- 4.9% Protective Life Corp. 43,000 $ 1,546,280 Scottish Re Group Ltd. 42,500 929,900 ------------------------------------------------------------------------------------ $ 2,476,180 ------------------------------------------------------------------------------------ MEDICAL SERVICES / SUPPLIES -- 11.4% CONMED Corp.(1) 44,000 $ 1,085,920 DENTSPLY International, Inc. 14,100 683,286 Mentor Corp. 32,600 1,033,420 MIM Corp.(1) 55,600 419,780 Owens & Minor, Inc. 34,000 826,200 PolyMedica Corp. 40,000 1,113,600 West Pharmaceutical Services, Inc. 16,000 620,800 ------------------------------------------------------------------------------------ $ 5,783,006 ------------------------------------------------------------------------------------ PACKAGING -- 3.2% AptarGroup, Inc. 41,500 $ 1,630,950 ------------------------------------------------------------------------------------ $ 1,630,950 ------------------------------------------------------------------------------------ RESTAURANT -- 5.7% Applebee's International, Inc. 19,000 $ 736,820 CBRL Group, Inc. 40,000 1,502,000
See notes to financial statements 12
SECURITY SHARES VALUE ------------------------------------------------------------------------------------ RESTAURANT (CONTINUED) Outback Steakhouse, Inc. 15,000 $ 658,950 ------------------------------------------------------------------------------------ $ 2,897,770 ------------------------------------------------------------------------------------ RETAILING -- 5.7% BJ's Wholesale Club, Inc.(1) 50,000 $ 1,211,500 Claire's Stores, Inc. 39,000 794,820 ShopKo Stores, Inc.(1) 66,000 875,160 ------------------------------------------------------------------------------------ $ 2,881,480 ------------------------------------------------------------------------------------ TOY -- 4.5% JAKKS Pacific, Inc.(1) 70,000 $ 1,215,900 RC2 Corp.(1) 40,000 1,084,400 ------------------------------------------------------------------------------------ $ 2,300,300 ------------------------------------------------------------------------------------ TRANSPORTATION -- 5.7% Arkansas Best Corp. 67,000 $ 1,741,330 Yellow Roadway Corp.(1) 34,536 1,175,951 ------------------------------------------------------------------------------------ $ 2,917,281 ------------------------------------------------------------------------------------ TOTAL COMMON STOCKS (IDENTIFIED COST $39,371,782) $ 47,327,686 ------------------------------------------------------------------------------------ TOTAL INVESTMENTS -- 93.0% (IDENTIFIED COST $39,371,782) $ 47,327,686 ------------------------------------------------------------------------------------ OTHER ASSETS, LESS LIABILITIES -- 7.0% $ 3,555,563 ------------------------------------------------------------------------------------ NET ASSETS -- 100.0% $ 50,883,249 ------------------------------------------------------------------------------------
(1) Non-income producing security. See notes to financial statements 13 TAX-MANAGED SMALL-CAP VALUE PORTFOLIO as of April 30, 2004 FINANCIAL STATEMENTS (Unaudited) STATEMENT OF ASSETS AND LIABILITIES AS OF APRIL 30, 2004 ASSETS Investments, at value (identified cost, $39,371,782) $ 47,327,686 Cash 3,538,284 Dividends and interest receivable 38,318 ------------------------------------------------------------------------------------------ TOTAL ASSETS $ 50,904,288 ------------------------------------------------------------------------------------------ LIABILITIES Payable to affiliate for Trustees' fees $ 43 Accrued expenses 20,996 ------------------------------------------------------------------------------------------ TOTAL LIABILITIES $ 21,039 ------------------------------------------------------------------------------------------ NET ASSETS APPLICABLE TO INVESTORS' INTEREST IN PORTFOLIO $ 50,883,249 ------------------------------------------------------------------------------------------ SOURCES OF NET ASSETS Net proceeds from capital contributions and withdrawals $ 42,927,345 Net unrealized appreciation (computed on the basis of identified cost) 7,955,904 ------------------------------------------------------------------------------------------ TOTAL $ 50,883,249 ------------------------------------------------------------------------------------------
STATEMENT OF OPERATIONS FOR THE SIX MONTHS ENDED APRIL 30, 2004 INVESTMENT INCOME Dividends $ 248,752 Interest 7,323 ------------------------------------------------------------------------------------------ TOTAL INVESTMENT INCOME $ 256,075 ------------------------------------------------------------------------------------------ EXPENSES Investment adviser fee $ 244,225 Trustees' fees and expenses 899 Custodian fee 21,592 Legal and accounting services 11,616 Miscellaneous 254 ------------------------------------------------------------------------------------------ TOTAL EXPENSES $ 278,586 ------------------------------------------------------------------------------------------ NET INVESTMENT LOSS $ (22,511) ------------------------------------------------------------------------------------------ REALIZED AND UNREALIZED GAIN (LOSS) Net realized gain (loss) -- Investment transactions (identified cost basis) $ 235,069 ------------------------------------------------------------------------------------------ NET REALIZED GAIN $ 235,069 ------------------------------------------------------------------------------------------ Change in unrealized appreciation (depreciation) -- Investments (identified cost basis) $ 2,425,765 ------------------------------------------------------------------------------------------ NET CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION) $ 2,425,765 ------------------------------------------------------------------------------------------ NET REALIZED AND UNREALIZED GAIN $ 2,660,834 ------------------------------------------------------------------------------------------ NET INCREASE IN NET ASSETS FROM OPERATIONS $ 2,638,323 ------------------------------------------------------------------------------------------
See notes to financial statements 14 STATEMENTS OF CHANGES IN NET ASSETS
SIX MONTHS ENDED APRIL 30, 2004 YEAR ENDED (UNAUDITED) OCTOBER 31, 2003 ------------------------------------------------------------------------------------------------------- INCREASE (DECREASE) IN NET ASSETS From operations -- Net investment loss $ (22,511) $ (11,509) Net realized gain from investments 235,069 245,057 Net change in unrealized appreciation (depreciation) of investments 2,425,765 7,809,413 ------------------------------------------------------------------------------------------------------- NET INCREASE IN NET ASSETS FROM OPERATIONS $ 2,638,323 $ 8,042,961 ------------------------------------------------------------------------------------------------------- Capital transactions -- Contributions $ 8,529,928 $ 19,625,349 Withdrawals (2,187,945) (3,105,310) ------------------------------------------------------------------------------------------------------- NET INCREASE IN NET ASSETS FROM CAPITAL TRANSACTIONS $ 6,341,983 $ 16,520,039 ------------------------------------------------------------------------------------------------------- NET INCREASE IN NET ASSETS $ 8,980,306 $ 24,563,000 ------------------------------------------------------------------------------------------------------- NET ASSETS At beginning of period $ 41,902,943 $ 17,339,943 ------------------------------------------------------------------------------------------------------- AT END OF PERIOD $ 50,883,249 $ 41,902,943 -------------------------------------------------------------------------------------------------------
See notes to financial statements 15 TAX-MANAGED SMALL-CAP VALUE PORTFOLIO as of April 30, 2004 FINANCIAL STATEMENTS SUPPLEMENTARY DATA
SIX MONTHS ENDED YEAR ENDED OCTOBER 31, APRIL 30, 2004 ---------------------------- (UNAUDITED) 2003 2002(1) -------------------------------------------------------------------------------------------------------------------------- RATIOS/SUPPLEMENTAL DATA Ratios (As a percentage of average daily net assets): Expenses 1.15%(2) 1.18% 1.77%(2) Net investment loss (0.09)%(2) (0.04)% (0.74)%(2) Portfolio Turnover 4% 21% 5% -------------------------------------------------------------------------------------------------------------------------- TOTAL RETURN(3) 6.10% 29.62% (11.41)% -------------------------------------------------------------------------------------------------------------------------- NET ASSETS, END OF PERIOD (000'S OMITTED) $ 50,883 $ 41,903 $ 17,340 --------------------------------------------------------------------------------------------------------------------------
(1) For the period from the start of business, March 1, 2002, to October 31, 2002. (2) Annualized. (3) Total return is not computed on an annualized basis. 16 TAX-MANAGED SMALL-CAP VALUE PORTFOLIO as of April 30, 2004 NOTES TO FINANCIAL STATEMENTS (Unaudited) 1 SIGNIFICANT ACCOUNTING POLICIES Tax-Managed Small-Cap Value Portfolio (the Portfolio) is registered under the Investment Company Act of 1940, as amended, as a diversified open-end management investment company. The Portfolio, which was organized as a trust under the laws of the State of New York on December 10, 2001, seeks 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, 2004, the Eaton Vance Tax-Managed Small-Cap Value Fund held an approximate 39.9% interest in the Portfolio and one other investor owned an interest greater than 10% that equaled 59.8%. The following is a summary of significant accounting policies consistently followed by the Portfolio in the preparation of its financial statements. The policies are in conformity with accounting principles generally accepted in the United States of America. A INVESTMENT VALUATION -- Securities listed on a U.S. securities exchange generally are valued at the last sale price on the day of valuation or, if no sales took place on such date, at the mean between the closing bid and asked prices therefore on the exchange where such securities are principally traded. Equity securities listed on NASDAQ National Market System generally are valued at the official NASDAQ closing price. Unlisted or listed securities for which closing sales prices or closing quotations are not available are valued at the mean between the latest available bid and asked prices. Exchange-traded options are valued at the last sale price for the day of valuation as quoted on the principle exchange or board of trade on which the options are traded or, in the absence of sales on such date, at the mean between the latest bid and asked prices therefore. Futures positions on securities and currencies generally are valued at closing settlement prices. Short-term debt securities with a remaining maturity of 60 days or less are valued at amortized cost. If short-term debt securities were acquired with a remaining maturity of more than 60 days, their amortized cost value will be based on their value on the sixty-first day prior to maturity. Other fixed income and debt securities, including listed securities and securities for which price quotations are available, will normally be valued on the basis of valuations furnished by a pricing service. The daily valuation of 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. The Portfolio may rely on an independent fair valuation service in adjusting the valuations of foreign securities. Foreign securities and currencies are valued in U.S. dollars, based on foreign currency exchange rate quotations supplied by an independent quotation service. Investments held by the Portfolio for which valuations or market quotations are unavailable are valued at their fair value using methods determined in good faith by or at the direction of the Trustees of the Portfolio considering relevant factors, data and information including the market value of freely tradable securities of the same class in the principal market on which such securities are normally traded. B INCOME -- Dividend income is recorded on the ex-dividend date for dividends received in cash and/or securities. However, if the ex-dividend date has passed, certain dividends from foreign securities are recorded as the Portfolio is informed of the ex-dividend date. Interest income is recorded on the accrual basis. C INCOME TAXES -- The Portfolio is 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 the Portfolio's investors include regulated investment companies that invest all or substantially all of their 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. D FINANCIAL FUTURES CONTRACT -- Upon entering a financial futures contract, the Portfolio is required to deposit either in cash or securities an amount (initial margin) equal to a certain percentage of the purchase price indicated in the financial futures contract. Subsequent payments are made or received by the Portfolio (margin maintenance) each day, dependent on daily fluctuations in the value of the underlying security, and are recorded for book purposes as unrealized gains or losses by the Portfolio. The Portfolio's investment in financial futures contracts is designed to hedge against anticipated future changes in price of current or anticipated Portfolio positions. Should prices move unexpectedly, the Portfolio may not achieve the anticipated benefits of the financial futures contracts and may realize a loss. 17 E PUT OPTIONS -- Upon the purchase of a put option by the Portfolio, the premium paid is recorded as an investment, the value of which is marked-to-market daily. When a purchased option expires, the Portfolio will realize a loss in the amount of the cost of the option. When the Portfolio enters into a closing sale transaction, the Portfolio will realize a gain or loss depending on whether the sales proceeds from the closing sale transaction are greater or less than the cost of the option. When the Portfolio exercises a put option, settlement is made in cash. The risk associated with purchasing options is limited to the premium originally paid. F SECURITIES SOLD SHORT -- The Portfolio may sell a security short if it owns at least an equal amount of the security sold short or another security convertible or exchangeable for an equal amount of the security sold short. Such transactions are done in anticipation of a decline in the market price of the securities or in order to hedge portfolio positions. The Portfolio will generally borrow the security sold in order to make delivery to the buyer. Upon executing the transaction, the Portfolio records the proceeds as deposits with brokers in the Statement of Assets and Liabilities and establishes an offsetting payable for securities sold short for the securities due on settlement. The proceeds are retained by the broker as collateral for the short position. The liability is marked-to-market and the Portfolio is required to pay the lending broker any dividend or interest income earned while the short position is open. A gain or loss is recorded when the security is delivered to the broker. The Portfolio may recognize a loss on the transaction if the market value of the securities sold increases before the securities are delivered. G FOREIGN CURRENCY TRANSLATION -- Investment valuations, other assets and liabilities initially expressed in foreign currencies are converted each business day into U.S. dollars based upon current exchange rates. Purchases and sales of foreign investment securities and income and expenses are converted into U.S. dollars based upon currency exchange rates prevailing on the respective dates of such transactions. Recognized gains or losses on investment transactions attributable to foreign currency exchange rates are recorded for financial statement purposes as net realized gains and losses on investments. That portion of unrealized gains and losses on investments that results from fluctuations in foreign currency exchange rates is not separately disclosed. H EXPENSE REDUCTION -- Investors Bank & Trust Company (IBT) serves as custodian of the Portfolio. Pursuant to the custodian agreement, IBT receives a fee reduced by credits which are determined based on the average daily cash balances the Portfolio maintains with IBT. All significant credit balances used to reduce the Portfolio's custodian fees are reported as a reduction of expenses on the Statement of Operations. I INDEMNIFICATIONS -- Under the Portfolio's organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the Portfolio. Interestholders in the Portfolio are jointly and severally liable for the liabilities and obligations of the Portfolio in the event that the Portfolio fails to satisfy such liabilities and obligations; provided, however, that, to the extent assets are available in the Portfolio, the Portfolio may, under certain circumstances, indemnify interestholders from and against any claim or liability to which such holder may become subject by reason of being or having been an interestholder in the Portfolio. Additionally, in the normal course of business, the 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. J 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. K OTHER -- Investment transactions are accounted for on a trade-date basis. L INTERIM FINANCIAL STATEMENTS -- The interim financial statements relating to April 30, 2004 and for the six months then ended have not been audited by independent certified public accountants, 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 wholly-owned subsidiary of Eaton Vance Management (EVM), as 18 compensation for management and investment advisory services rendered to the Portfolio. Under the advisory agreement, BMR receives a monthly advisory fee in the amount of 1.00% annually of average daily net assets of the Portfolio up to $500 million, and at reduced rates as daily net assets exceed that level. For the six months ended April 30, 2004, the advisory fee amounted to $244,225. Pursuant to a sub-advisory agreement, BMR has delegated the investment management of the Portfolio to Fox Asset Management LLC (Fox), a majority-owned subsidiary of EVM. BMR pays Fox a monthly fee for sub-advisory services provided to the Portfolio in the amount of 0.75% annually of average daily net assets up to $500 million, and at reduced rates as daily net assets exceed that level. Except for Trustees of the Portfolio who are not members of EVM's or BMR's organization, officers and Trustees receive remuneration for their services to the Portfolio out of the investment adviser fee. Trustees of the Portfolio that are not affiliated with BMR 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, 2004, no significant amounts have been deferred. Certain officers and Trustees of the Portfolio are officers of the above organizations. 3 INVESTMENT TRANSACTIONS Purchases and sales of investments, other than short-term obligations, aggregated $10,199,113 and $1,802,888, respectively, for the six months ended April 30, 2004. 4 FEDERAL INCOME TAX BASIS OF UNREALIZED APPRECIATION (DEPRECIATION) The cost and unrealized appreciation (depreciation) in value of the investments owned at April 30, 2004, as computed on a federal income tax basis, were as follows: AGGREGATE COST $ 39,371,782 -------------------------------------------------------- Gross unrealized appreciation $ 8,503,028 Gross unrealized depreciation (547,124) -------------------------------------------------------- NET UNREALIZED APPRECIATION $ 7,955,904 --------------------------------------------------------
5 FINANCIAL INSTRUMENTS The Portfolio may trade in financial instruments with off-balance sheet risk in the normal course of its investing activities to assist in managing exposure to various market risks. These financial instruments include written options, forward foreign currency exchange contracts and financial futures contracts and may involve, to a varying degree, elements of risk in excess of the amounts recognized for financial statement purposes. The notional or contractual amounts of these instruments represent the investment the Portfolio has in particular classes of financial instruments and does not necessarily represent the amounts potentially subject to risk. The measurement of the risks associated with these instruments is meaningful only when all related and offsetting transactions are considered. The Portfolio did not have any open obligations under these financial instruments at April 30, 2004. 6 LINE OF CREDIT The Portfolio participates with other portfolios and funds managed by BMR and EVM and its affiliates in a $150 million unsecured line of credit agreement with a group of banks. Borrowings will be made by the Portfolio solely to facilitate the handling of unusual and/or unanticipated short-term cash requirements. Interest is charged to each participating portfolio or fund based on its borrowings at an amount above either the Eurodollar rate or Federal Funds rate. In addition, a fee computed at an annual rate of 0.10% on the daily unused portion of the line of credit is allocated among the participating portfolios and funds at the end of each quarter. The Portfolio did not have any significant borrowings or allocated fees for the six months ended April 30, 2004. 19 EATON VANCE TAX-MANAGED SMALL-CAP VALUE FUND INVESTMENT MANAGEMENT EATON VANCE TAX-MANAGED SMALL-CAP VALUE FUND OFFICERS Thomas E. Faust Jr. President William H. Ahern, Jr. Vice President Thomas J. Fetter Vice President Michael R. Mach Vice President Robert B. MacIntosh Vice President Duncan W. Richardson Vice President Walter A. Row, III Vice President Judith A. Saryan Vice President Susan Schiff Vice President James L. O'Connor Treasurer Alan R. Dynner Secretary TRUSTEES James B. Hawkes Samuel L. Hayes, III William H. Park Ronald A. Pearlman Norton H. Reamer Lynn A. Stout TAX-MANAGED SMALL-CAP VALUE PORTFOLIO OFFICERS James B. Hawkes President and Trustee Thomas E. Faust Jr. Vice President George C. Pierides Vice President and Portfolio Manager Michelle A. Alexander Treasurer Alan R. Dynner Secretary TRUSTEES Samuel L. Hayes, III William H. Park Ronald A. Pearlman Norton H. Reamer Lynn A. Stout 20 ITEM 2. CODE OF ETHICS The registrant has adopted a code of ethics applicable to its Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer. The registrant undertakes to provide a copy of such code of ethics to any person upon request, without charge, by calling 1-800-262-1122. ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT The registrant's Board has designated William H. Park, Samuel L. Hayes, III and Norton H. Reamer, each an independent trustee, as its audit committee financial experts. Mr. Park is a certified public accountant who is the President and Chief Executive Officer of Prizm Capital Management, LLC (investment management firm). Previously, he served as Executive Vice President and Chief Financial Officer of United Asset Management Corporation ("UAM") (a holding company owning institutional investment management firms). Mr. Hayes is the Jacob H. Schiff Professor of Investment Banking Emeritus of the Harvard University Graduate School of Business Administration. Mr. Reamer is the President, Chief Executive Officer and a Director of Asset Management Finance Corp. (a specialty finance company serving the investment management industry) and is President of Unicorn Corporation (an investment and financial advisory services company). Formerly, Mr. Reamer was Chairman of Hellman, Jordan Management Co., Inc. (an investment management company) and Advisory Director of Berkshire Capital Corporation (an investment banking firm), Chairman of the Board of UAM and Chairman, President and Director of the UAM Funds (mutual funds). ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES 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. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS. Not required in this filing. ITEM 9. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. Effective February 9, 2004, the Governance Committee of the Board of Trustees formalized the procedures by which a Fund's shareholders may recommend nominees to the registrant's Board of Trustees. The Governance Committee shall, when identifying candidates for the position of Independent Trustee, consider any such candidate recommended by a shareholder of a Fund if such recommendation contains sufficient background information concerning the candidate, and is received in a sufficiently timely manner (and in any event no later than the date specified for receipt of shareholder proposals in any applicable proxy statement with respect to a Fund). Shareholders shall be directed to address any such recommendations to the attention of the Governance Committee, c/o the Secretary of the Fund. ITEM 10. CONTROLS AND PROCEDURES (a) It is the conclusion of the registrant's principal executive officer and principal financial officer that the effectiveness of the registrant's current disclosure controls and procedures (such disclosure controls and procedures having been evaluated within 90 days of the date of this filing) provide reasonable assurance that the information required to be disclosed by the registrant has been recorded, processed, summarized and reported within the time period specified in the Commission's rules and forms and that the information required to be disclosed by the registrant has been accumulated and communicated to the registrant's principal executive officer and principal financial officer in order to allow timely decisions regarding required disclosure. (b) There have been no changes in the registrant's internal controls over financial reporting during the period that has materially affected, or is reasonably likely to materially affect the registrant's internal control over financial reporting. ITEM 11. EXHIBITS (a)(1) Registrant's Code of Ethics - Not applicable (please see Item 2). (a)(2)(i) Treasurer's Section 302 certification. (a)(2)(ii) President's Section 302 certification. (b) Combined Section 906 certification. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. TAX-MANAGED SMALL-CAP VALUE PORTFOLIO By: /S/ James B. Hawkes ------------------- James B. Hawkes President Date: June 17, 2004 ------------- 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/ Michelle A. Alexander ------------------------- Michelle A. Alexander Treasurer Date: June 17, 2004 ------------- By: /S/ James B. Hawkes ------------------- James B. Hawkes President Date: June 17, 2004 -------------