-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PCVVyl4o4bdrWyOV0dZdwKdv5drzWM2l7cWL+4EfGgG6bQT72/qssf6jAU/RdOq7 2VTWWOyMCxnz389SQbPLyg== 0001047469-05-000171.txt : 20050105 0001047469-05-000171.hdr.sgml : 20050105 20050105164110 ACCESSION NUMBER: 0001047469-05-000171 CONFORMED SUBMISSION TYPE: N-CSR PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20041031 FILED AS OF DATE: 20050105 DATE AS OF CHANGE: 20050105 EFFECTIVENESS DATE: 20050105 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-CSR SEC ACT: 1940 Act SEC FILE NUMBER: 811-10599 FILM NUMBER: 05513120 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 N-CSR 1 a2149454zn-csr.txt N-CSR 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) 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 October 31, 2004 ---------------- Date of Reporting Period ITEM 1. REPORTS TO STOCKHOLDERS TAX-MANAGED SMALL-CAP VALUE PORTFOLIO as of October 31, 2004 PORTFOLIO OF INVESTMENTS COMMON STOCKS -- 97.4%
SECURITY SHARES VALUE - ------------------------------------------------------------------------------------------- AUTO RELATED -- 3.0% BorgWarner, Inc. 35,000 $ 1,623,300 - ------------------------------------------------------------------------------------------- $ 1,623,300 - ------------------------------------------------------------------------------------------- CEMENT -- 3.2% Lafarge North America, Inc. 35,000 $ 1,715,000 - ------------------------------------------------------------------------------------------- $ 1,715,000 - ------------------------------------------------------------------------------------------- CHEMICAL -- 5.9% Georgia Gulf Corp. 28,500 $ 1,290,195 RPM, Inc. 104,400 1,840,572 - ------------------------------------------------------------------------------------------- $ 3,130,767 - ------------------------------------------------------------------------------------------- COMPUTER / COMMUNICATIONS RELATED -- 3.0% Actel Corp.(1) 25,000 $ 379,250 International Rectifier Corp.(1) 31,000 1,232,250 - ------------------------------------------------------------------------------------------- $ 1,611,500 - ------------------------------------------------------------------------------------------- CONSTRUCTION / ENGINEERING -- 3.7% Granite Construction, Inc. 45,000 $ 1,092,600 Insituform Technologies, Inc.(1) 44,500 881,990 - ------------------------------------------------------------------------------------------- $ 1,974,590 - ------------------------------------------------------------------------------------------- DRUGS -- 0.9% Par Pharmaceutical Cos, Inc.(1) 12,500 $ 493,125 - ------------------------------------------------------------------------------------------- $ 493,125 - ------------------------------------------------------------------------------------------- ELECTRICAL EQUIPMENT -- 3.2% Belden CDT, Inc. 77,000 $ 1,711,710 - ------------------------------------------------------------------------------------------- $ 1,711,710 - ------------------------------------------------------------------------------------------- ELECTRONICS -- 3.0% Bel Fuse, Inc. Class B 33,400 $ 1,120,570 Technitrol, Inc.(1) 28,000 456,960 - ------------------------------------------------------------------------------------------- $ 1,577,530 - ------------------------------------------------------------------------------------------- ENERGY -- 11.7% Newfield Exploration Co.(1) 29,000 $ 1,687,800 Piedmont Natural Gas Co., Inc. 28,000 1,274,840 Questar Corp. 29,000 1,392,000 Spinnaker Exploration Co.(1) 40,000 $ 1,276,800 XTO Energy, Inc. 17,966 599,705 - ------------------------------------------------------------------------------------------- $ 6,231,145 - ------------------------------------------------------------------------------------------- FOOD WHOLESALERS / RETAILERS -- 2.0% Performance Food Group Co.(1) 23,000 $ 534,980 SUPERVALU, Inc. 17,900 527,871 - ------------------------------------------------------------------------------------------- $ 1,062,851 - ------------------------------------------------------------------------------------------- HOUSEHOLD PRODUCTS -- 5.4% Church & Dwight Co., Inc. 75,750 $ 2,061,915 Libbey, Inc. 44,700 811,305 - ------------------------------------------------------------------------------------------- $ 2,873,220 - ------------------------------------------------------------------------------------------- INDUSTRIAL PRODUCTS -- 8.6% A.O. Smith Corp. 52,000 $ 1,380,080 Albany International Corp., Class A 35,300 1,059,706 CLARCOR, Inc. 11,000 542,300 Teleflex, Inc. 37,000 1,620,230 - ------------------------------------------------------------------------------------------- $ 4,602,316 - ------------------------------------------------------------------------------------------- INSURANCE -- 5.2% Protective Life Corp. 43,000 $ 1,689,900 Scottish Re Group Ltd. 47,000 1,057,500 - ------------------------------------------------------------------------------------------- $ 2,747,400 - ------------------------------------------------------------------------------------------- MEDICAL SERVICES / SUPPLIES -- 11.7% CONMED Corp.(1) 44,000 $ 1,235,080 DENTSPLY International, Inc. 10,400 540,904 Mentor Corp. 32,600 1,134,480 MIM Corp.(1) 49,600 283,265 Owens & Minor, Inc. 34,000 890,460 PolyMedica Corp. 40,000 1,400,000 West Pharmaceutical Services, Inc. 32,000 733,120 - ------------------------------------------------------------------------------------------- $ 6,217,309 - ------------------------------------------------------------------------------------------- PACKAGING -- 3.7% AptarGroup, Inc. 41,500 $ 1,947,180 - ------------------------------------------------------------------------------------------- $ 1,947,180 - -------------------------------------------------------------------------------------------
See notes to financial statements 15
SECURITY SHARES VALUE - ------------------------------------------------------------------------------------------ RESTAURANT -- 5.1% Applebee's International, Inc. 28,500 $ 651,795 CBRL Group, Inc. 40,000 1,450,400 Outback Steakhouse, Inc. 15,000 593,850 - ------------------------------------------------------------------------------------------ $ 2,696,045 - ------------------------------------------------------------------------------------------ RETAILING -- 6.5% BJ's Wholesale Club, Inc.(1) 50,000 $ 1,451,500 Claire's Stores, Inc. 51,000 1,327,020 ShopKo Stores, Inc.(1) 38,000 655,120 - ------------------------------------------------------------------------------------------ $ 3,433,640 - ------------------------------------------------------------------------------------------ TOY -- 3.6% JAKKS Pacific, Inc.(1) 51,500 $ 811,640 RC2 Corp.(1) 40,000 1,114,400 - ------------------------------------------------------------------------------------------ $ 1,926,040 - ------------------------------------------------------------------------------------------ TRANSPORTATION -- 8.0% Arkansas Best Corp. 67,000 $ 2,619,030 Yellow Roadway Corp.(1) 34,536 1,657,383 - ------------------------------------------------------------------------------------------ $ 4,276,413 - ------------------------------------------------------------------------------------------ TOTAL COMMON STOCKS (IDENTIFIED COST, $39,583,236) $ 51,851,081 - ------------------------------------------------------------------------------------------ TOTAL INVESTMENTS -- 97.4% (IDENTIFIED COST, $39,583,236) $ 51,851,081 - ------------------------------------------------------------------------------------------ OTHER ASSETS, LESS LIABILITIES -- 2.6% $ 1,374,436 - ------------------------------------------------------------------------------------------ NET ASSETS -- 100.0% $ 53,225,517 - ------------------------------------------------------------------------------------------
(1) Non-income producing security. See notes to financial statements 16 TAX-MANAGED SMALL-CAP VALUE PORTFOLIO as of October 31, 2004 FINANCIAL STATEMENTS STATEMENT OF ASSETS AND LIABILITIES AS OF OCTOBER 31, 2004 ASSETS Investments, at value (identified cost, $39,583,236) $ 51,851,081 Cash 1,363,965 Dividends and interest receivable 46,821 - ----------------------------------------------------------------------------- TOTAL ASSETS $ 53,261,867 - ----------------------------------------------------------------------------- LIABILITIES Payable to affiliate for Trustees' fees $ 2,017 Accrued expenses 34,333 - ----------------------------------------------------------------------------- TOTAL LIABILITIES $ 36,350 - ----------------------------------------------------------------------------- NET ASSETS APPLICABLE TO INVESTORS' INTEREST IN PORTFOLIO $ 53,225,517 - ----------------------------------------------------------------------------- SOURCES OF NET ASSETS Net proceeds from capital contributions and withdrawals $ 40,957,672 Net unrealized appreciation (computed on the basis of identified cost) 12,267,845 - ----------------------------------------------------------------------------- TOTAL $ 53,225,517 - -----------------------------------------------------------------------------
STATEMENT OF OPERATIONS FOR THE YEAR ENDED OCTOBER 31, 2004 INVESTMENT INCOME Dividends $ 533,421 Interest 14,641 - ----------------------------------------------------------------------------- TOTAL INVESTMENT INCOME $ 548,062 - ----------------------------------------------------------------------------- EXPENSES Investment adviser fee $ 503,768 Trustees' fees and expenses 5,676 Custodian fee 42,134 Legal and accounting services 24,429 Miscellaneous 1,765 - ----------------------------------------------------------------------------- TOTAL EXPENSES $ 577,772 - ----------------------------------------------------------------------------- NET INVESTMENT LOSS $ (29,710) - ----------------------------------------------------------------------------- REALIZED AND UNREALIZED GAIN (LOSS) Net realized gain (loss) -- Investment transactions (identified cost basis) $ (18,679) - ----------------------------------------------------------------------------- NET REALIZED LOSS $ (18,679) - ----------------------------------------------------------------------------- Change in unrealized appreciation (depreciation) -- Investments (identified cost basis) $ 6,737,706 - ----------------------------------------------------------------------------- NET CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION) $ 6,737,706 - ----------------------------------------------------------------------------- NET REALIZED AND UNREALIZED GAIN $ 6,719,027 - ----------------------------------------------------------------------------- NET INCREASE IN NET ASSETS FROM OPERATIONS $ 6,689,317 - -----------------------------------------------------------------------------
See notes to financial statements 17 STATEMENTS OF CHANGES IN NET ASSETS
INCREASE (DECREASE) YEAR ENDED YEAR ENDED IN NET ASSETS OCTOBER 31, 2004 OCTOBER 31, 2003 - --------------------------------------------------------------------------------------------------------------------------- From operations -- Net investment loss $ (29,710) $ (11,509) Net realized gain (loss) from Investment transactions (18,679) 245,057 Net change in unrealized appreciation (depreciation) of investments 6,737,706 7,809,413 - --------------------------------------------------------------------------------------------------------------------------- NET INCREASE IN NET ASSETS FROM OPERATIONS $ 6,689,317 $ 8,042,961 - --------------------------------------------------------------------------------------------------------------------------- Capital transactions -- Contributions $ 11,868,068 $ 19,625,349 Withdrawals (7,234,811) (3,105,310) - --------------------------------------------------------------------------------------------------------------------------- NET INCREASE IN NET ASSETS FROM CAPITAL TRANSACTIONS $ 4,633,257 $ 16,520,039 - --------------------------------------------------------------------------------------------------------------------------- NET INCREASE IN NET ASSETS $ 11,322,574 $ 24,563,000 - --------------------------------------------------------------------------------------------------------------------------- NET ASSETS At beginning of year $ 41,902,943 $ 17,339,943 - --------------------------------------------------------------------------------------------------------------------------- AT END OF YEAR $ 53,225,517 $ 41,902,943 - ---------------------------------------------------------------------------------------------------------------------------
See notes to financial statements 18 SUPPLEMENTARY DATA
YEAR ENDED OCTOBER 31, ------------------------- PERIOD ENDED 2004 2003 OCTOBER 31, 2002(1) - -------------------------------------------------------------------------------------------------------------------------- RATIOS/SUPPLEMENTAL DATA Ratios (As a percentage of average daily net assets): Expenses 1.14% 1.18% 1.77%(2) Net investment loss (0.06)% (0.04)% (0.74)%(2) Portfolio Turnover 12% 21% 5% - -------------------------------------------------------------------------------------------------------------------------- TOTAL RETURN(3) 14.62% 29.62% (11.41)% - -------------------------------------------------------------------------------------------------------------------------- NET ASSETS, END OF YEAR (000'S OMITTED) $ 53,226 $ 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. See notes to financial statements 19 TAX-MANAGED SMALL-CAP VALUE PORTFOLIO as of October 31, 2004 NOTES TO FINANCIAL STATEMENTS 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 October 31, 2004, the Eaton Vance Tax-Managed Small-Cap Value Fund and the Eaton Vance Tax-Managed Equity Asset Allocation Fund held 44.5% and 55.3% interests in the Portfolio, respectively. The following is a summary of significant accounting policies consistently followed by the Portfolio in the preparation of its financial statements. The policies are in conformity with 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 the 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, or, in the case of preferred equity securities that are not listed or traded in the over-the-counter market, by an independent pricing service. Exchange-traded options are valued at the last sale price for the day of valuation as quoted on the principal exchange or board of trade on which the options are traded or, in the absence of sales on such date, at the mean between the latest bid and asked prices therefore. Futures positions on securities and currencies generally are valued at closing settlement prices. Short-term debt securities with a remaining maturity of 60 days or less are valued at amortized cost. If short-term debt securities 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 20 the anticipated benefits of the financial futures contracts and may realize a loss. 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 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. 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 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 21 daily net assets exceed that level. For the year ended October 31, 2004, the advisory fee amounted to $503,768. 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 who 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 year ended October 31, 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 $14,261,052 and $5,399,625, respectively, for the year ended October 31, 2004. 4 FEDERAL INCOME TAX BASIS OF UNREALIZED APPRECIATION (DEPRECIATION) The cost and unrealized appreciation (depreciation) in value of the investments owned at October 31, 2004, as computed on a federal income tax basis, were as follows: AGGREGATE COST $ 39,583,236 ----------------------------------------------------------- Gross unrealized appreciation $ 13,191,662 Gross unrealized depreciation (923,817) ----------------------------------------------------------- NET UNREALIZED APPRECIATION $ 12,267,845 -----------------------------------------------------------
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 and financial futures contracts and may involve, to a varying degree, elements of risk in excess of the amounts recognized for financial statement purposes. The notional or contractual amounts of these instruments represent the investment the Portfolio has in particular classes of financial instruments and does not necessarily represent the amounts potentially subject to risk. The measurement of the risks associated with these instruments is meaningful only when all related and offsetting transactions are considered. The Portfolio did not have any open obligations under these financial instruments at October 31, 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 year ended October 31, 2004. 22 TAX-MANAGED SMALL-CAP VALUE PORTFOLIO as of October 31, 2004 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM TO THE TRUSTEES AND INVESTORS OF TAX-MANAGED SMALL-CAP VALUE PORTFOLIO: We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of Tax-Managed Small-Cap Value Portfolio (the Portfolio) as of October 31, 2004, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended and the supplementary data for each of the two years then ended and the period from the start of business, March 1, 2002 to October 31, 2002. These financial statements and supplementary data are the responsibility of the Portfolio's management. Our responsibility is to express an opinion on these financial statements and supplementary data based on our audit. We conducted our audit in accordance with auditing standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and supplementary data are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities held as of October 31, 2004 by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements and supplementary data referred to above present fairly, in all material respects, the financial position of Tax-Managed Small-Cap Value Portfolio as of October 31, 2004, the results of its operations, the changes in its net assets and the supplementary data for the respective stated periods in conformity with accounting principles generally accepted in the United States of America. DELOITTE & TOUCHE LLP Boston, Massachusetts December 22, 2004 23 EATON VANCE TAX-MANAGED SMALL-CAP VALUE FUND MANAGEMENT AND ORGANIZATION FUND MANAGEMENT. The Trustees of Eaton Vance Mutual Funds Trust (the Trust) and Tax-Managed Small-Cap Value Portfolio (the Portfolio) are responsible for the overall management and supervision of the Trust's and Portfolio's affairs. The Trustees and officers of the Trust and the Portfolio are listed below. Except as indicated, each individual has held the office shown or other offices in the same company for the last five years. Trustees and officers of the Trust and the Portfolio hold indefinite terms of office. The "noninterested Trustees" consist of those Trustees who are not "interested persons" of the Trust and the Portfolio, as that term is defined under the 1940 Act. The business address of each Trustee and officer is The Eaton Vance Building, 255 State Street, Boston, Massachusetts 02109. As used below, "EVC" refers to Eaton Vance Corp., "EV" refers to Eaton Vance, Inc., "EVM" refers to Eaton Vance Management, "BMR" refers to Boston Management and Research, "EVD" refers to Eaton Vance Distributors, Inc. and "Fox" refers to Fox Asset Management LLC. EVC and EV are the corporate parent and trustee, respectively, of EVM and BMR. EVD is the Fund's principal underwriter, the Portfolio's placement agent and a wholly-owned subsidiary of EVM.
POSITION(S) TERM OF NUMBER OF PORTFOLIOS WITH THE OFFICE AND IN FUND COMPLEX NAME AND TRUST AND LENGTH OF PRINCIPAL OCCUPATION(S) OVERSEEN BY DATE OF BIRTH THE PORTFOLIO SERVICE DURING PAST FIVE YEARS TRUSTEE(1) OTHER DIRECTORSHIPS HELD - ------------------------------------------------------------------------------------------------------------------------------------ INTERESTED TRUSTEE James B. Hawkes Trustee of the Trustee of the Chairman, President and 192 Director of EVC 11/9/41 Trust; President Trust since Chief Executive Officer and Trustee of 1991; of BMR, EVC, EVM and the Portfolio President and EV; Director of EV; Trustee of the Vice President and Portfolio Director of EVD. since 2001 Trustee and/or officer of 192 registered investment companies in the Eaton Vance Fund Complex. Mr. Hawkes is an interested person because of his positions with BMR, EVM, EVC and EV, which are affiliates of the Trust and the Portfolio. NONINTERESTED TRUSTEE(S) Samuel L. Hayes, III Trustee Trustee of the Jacob H. Schiff 192 Director of Tiffany 2/23/35 Trust since Professor of Investment & Co. (specialty 1986; of the Banking Emeritus, retailer) and Telect, Portfolio Harvard University Inc. (telecommunication since 2001 Graduate School of services company) Business Administration. William H. Park Trustee Since 2003 President and Chief 192 None 9/19/47 Executive Officer, Prizm Capital Management, LLC (investment management firm) (since 2002). Executive Vice President and Chief Financial Officer, United Asset Management Corporation ( a holding company owning institutional investment management firms) (1982-2001). Ronald A. Pearlman Trustee Since 2003 Professor of Law, 192 None 7/10/40 Georgetown University Law Center (since 1999). Tax Partner, Covington & Burling, Washington, DC (1991-2000). Norton H. Reamer Trustee Trustee of the President, Chief 192 None 9/21/35 Trust since Executive Officer and a 1986; of the Director of Asset Portfolio Management Finance since 2001 Corp. (a specialty finance company serving the investment management industry) (since October 2003). President, Unicorn Corporation (an investment and financial advisory services company) (since September 2000). Formerly, Chairman, Hellman, Jordan Management Co., Inc. (an investment management company) (2000-2003). Formerly, Advisory Director of Berkshire Capital Corporation (investment banking firm) (2002-2003). Formerly Chairman of the Board, United Asset Management Corporation (a holding company owning institutional investment management firms) and Chairman, President and Director, UAM Funds (mutual funds) (1980-2000). Lynn A. Stout Trustee Trustee of the Professor of Law, 192 None 9/14/57 Trust since University of 1998; of the California at Los Portfolio Angeles School of Law since 2001 (since July 2001). Formerly, Professor of Law, Georgetown University Law Center.
24 PRINCIPAL OFFICERS WHO ARE NOT TRUSTEES
POSITION(S) TERM OF WITH THE OFFICE AND NAME AND TRUST AND LENGTH OF PRINCIPAL OCCUPATION(S) DATE OF BIRTH THE PORTFOLIO SERVICE DURING PAST FIVE YEARS - ---------------------------------------------------------------------------------------------------------------------------------- Thomas E. Faust Jr. President of the Trust; President of the Trust since Executive Vice President of EVM, BMR, EVC and EV; 5/31/58 Vice President 2002; Vice President of the Chief Investment Officer of EVM and BMR and of the Portfolio Portfolio since 2001 Director of EVC. Chief Executive Officer of Belair Capital Fund LLC, Belcrest Capital Fund LLC, Belmar Capital Fund LLC, Belport Capital Fund LLC and Belrose Capital Fund LLC (private investment companies sponsored by EVM). Officer of 55 registered investment companies managed by EVM or BMR. William H. Ahern, Jr. Vice President Since 1995 Vice President of EVM and BMR. Officer of 78 7/28/59 of the Trust registered investment companies managed by EVM or BMR. Thomas J. Fetter Vice President Since 1997 Vice President of EVM and BMR. Officer of 124 8/20/43 of the Trust registered investment companies managed by EVM or BMR. Michael R. Mach Vice President Since 1999 Vice President of EVM and BMR. Previously, 7/15/47 of the Trust Managing Director and Senior Analyst for Robertson Stephens (1998-1999). Officer of 28 registered investment companies managed by EVM or BMR. Robert B. MacIntosh Vice President Since 1998 Vice President of EVM and BMR. Officer of 124 1/22/57 of the Trust registered investment companies managed by EVM or BMR. George C. Pierides Vice President Since 2001 Senior Managing Director of Fox. Officer of 12 12/16/57 of the Portfolio registered investment companies managed by EVM or BMR. Duncan W. Richardson Vice President Since 2001 Senior Vice President and Chief Equity Investment 10/26/57 of the Trust Officer of EVM and BMR. Officer of 44 registered investment companies managed by EVM or BMR. Walter A. Row, III Vice President Since 2001 Director of Equity Research and a Vice President 7/20/57 of the Trust of EVM and BMR. Officer of 24 registered investment companies managed by EVM or BMR. Judith A. Saryan Vice President Since 2003 Vice President of EVM and BMR. Previously, 8/21/54 of the Trust Portfolio Manager and Equity Analyst for State Street Global Advisers (1980-1999). Officer of 27 registered investment companies managed by EVM or BMR. Susan Schiff Vice President Since 2002 Vice President of EVM and BMR. Officer of 27 3/13/61 of the Trust registered investment companies managed by EVM or BMR. Alan R. Dynner Secretary Secretary of the Trust since Vice President, Secretary and Chief Legal 10/10/40 1997; of the Portfolio since Officer of BMR, EVM, EVD, EV and EVC. Officer of 2001 192 registered investment companies managed by EVM or BMR. Michelle A. Green Treasurer of Since 2002 Vice President of EVM and BMR. Chief Financial 8/25/69 the Portfolio Officer of Belair Capital Fund LLC, Belcrest Capital Fund LLC, Belmar Capital Fund LLC, Belport Capital Fund LLC and Belrose Capital Fund LLC (private investment companies sponsored by EVM). Officer of 83 registered investment companies managed by EVM or BMR. James L. O'Connor Treasurer of the Trust Since 1989 Vice President of BMR, EVM and EVD. Officer of 114 4/1/45 registered investment companies managed by EVM or BMR. Paul M. O'Neil Chief Compliance Since 2004 Vice President of EVM and BMR. Officer of 192 7/11/53 Officer registered investment companies managed by EVM or BMR.
(1) Includes both master and feeder funds in a master-feeder structure. The SAI for the Fund includes additional information about the Trustees and officers of the Fund and the Portfolio and can be obtained without charge by calling 1-800-225-6265. 25 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 (a)-(d) The following table presents aggregate fees billed to the registrant for the fiscal years ended October 31, 2003, and October 31, 2004 by the registrant's principal accountant for professional services rendered for the audit of the registrant's annual financial statements and fees billed for other services rendered by the principal accountant during those periods.
FISCAL YEARS ENDED 10/31/03 10/31/04 - -------------------------------------------------------------------------------- Audit Fees $ 16,647 $ 19,405 Audit-Related Fees(1) $ 0 $ 0 Tax Fees(2) $ 3,700 $ 4,100 All Other Fees(3) $ 0 $ 0 ----------------------- Total $ 20,347 $ 23,505 =======================
(1) Audit-related fees consist of the aggregate fees billed for assurance and related services that are reasonably related to the performance of the audit of the registrant's financial statements and are not reported under the category of audit fees. (2) Tax fees consist of the aggregate fees billed for professional services rendered by the principal accountant relating to tax compliance, tax advice, and tax planning and specifically include fees for tax return preparation. (3) All other fees consist of the aggregate fees billed for products and services provided by the registrant's principal accountant other than audit, audit-related, and tax services. During the fiscal year ended October 31, 2004, $35,000 was billed by the registrant's principal accountant, Deloitte and Touche LLP, for work done in connection with its Rule 17Ad-13 Eaton Vance Management's examination of management's assertion that it has maintained an effective internal control structure over sub-transfer agent and registrar functions, such services being pre-approved in accordance with Rule 2-01(c)(7)(ii) of Regulation S-X. (e)(1) The registrant's audit committee has adopted policies and procedures relating to the pre-approval of services provided by the registrant's principal accountant (the "Pre-Approval Policies"). The Pre-Approval Policies establish a framework intended to assist the audit committee in the proper discharge of its pre-approval responsibilities. As a general matter, the Pre-Approval Policies (i) specify certain types of audit, audit-related, tax, and other services determined to be pre-approved by the audit committee; and (ii) delineate specific procedures governing the mechanics of the pre-approval process, including the approval and monitoring of audit and non-audit service fees. Unless a service is specifically pre-approved under the Pre-Approval Policies, it must be separately pre-approved by the audit committee. The Pre-Approval Policies and the types of audit and non-audit services pre-approved therein must be reviewed and ratified by the registrant's audit committee at least annually. The registrant's audit committee maintains full responsibility for the appointment, compensation, and oversight of the work of the registrant's principal accountant. (e)(2) No services described in paragraphs (b)-(d) above were approved by the registrant's audit committee pursuant to the "de minimis exception" set forth in Rule 2-01 (c)(7)(i)(C) of Regulation S-X. (f) Not applicable. (g) The following table presents (i) the aggregate non-audit fees (i.e., fees for audit-related, tax, and other services) billed to the registrant by the registrant's principal accountant for the last two fiscal years of the registrant; and (ii) the aggregate non-audit fees (i.e., fees for audit-related, tax, and other services) billed to the Eaton Vance organization by the registrant's principal accountant for the last two fiscal years of the registrant.
FISCAL YEARS ENDED 10/31/03 10/31/04 - -------------------------------------------------------------------------------- Registrant $ 3,700 $ 4,100
Eaton Vance (1) $ 467,489 $ 340,730
(1) The investment adviser to the registrant, as well as any of its affiliates that provide ongoing services to the registrant, are subsidiaries of Eaton Vance Corp. (h) The registrant's audit committee has considered whether the provision by the registrant's principal accountant of non-audit services to the registrant's investment adviser and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant that were not pre-approved pursuant to Rule 2-01(c)(7)(ii) of Regulation S-X is compatible with maintaining the principal accountant's independence. ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS Not required in this filing. ITEM 6. SCHEDULE OF INVESTMENTS Please see schedule of investments contained in the Report to Stockholders included under Item 1 of this Form N-CSR. ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES Not required in this filing. ITEM 8. 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: December 22, 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. Green --------------------- Michelle A. Green Treasurer Date: December 22, 2004 ----------------- By: /S/ James B. Hawkes ------------------- James B. Hawkes President Date: December 22, 2004 ----------------- EX-99.CERT 2 a2149454zex-99_cert.txt EX-99.CERT Exhibit 99.Cert TAX-MANAGED SMALL-CAP VALUE PORTFOLIO FORM N-CSR EXHIBIT 11(a)(2)(i) CERTIFICATION I, Michelle A. Green; 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) 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) [omitted]; (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 most recent fiscal half-year (the registrant's second fiscal half-year in the case of an annual 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. Date: December 22, 2004 ----------------- /S/ Michelle A. Green --------------------- Michelle A. Green Treasurer TAX-MANAGED SMALL-CAP VALUE PORTFOLIO FORM N-CSR EXHIBIT 11(a)(2)(ii) CERTIFICATION I, James B. Hawkes; 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) 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) [omitted]; (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 most recent fiscal half-year (the registrant's second fiscal half-year in the case of an annual 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. Date: December 22, 2004 ----------------- /S/ James B. Hawkes ------------------- James B. Hawkes President EX-99.906.CERT 3 a2149454zex-99_906cert.txt EX-99.906.CERT Exhibit 99.906Cert FORM N-CSR ITEM 11(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 Annual Report of the Portfolio on Form N-CSR for the period ended October 31, 2004 (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 TRUST AND WILL BE RETAINED BY THE TRUST AND FURNISHED TO THE SECURITIES AND EXCHANGE COMMISSION OR ITS STAFF UPON REQUEST. Tax-Managed Small-Cap Value Portfolio - ------------------------------------- Date: December 22, 2004 ----------------- /S/ Michelle A. Green - --------------------- Michelle A. Green Treasurer Date: December 22, 2004 ----------------- /S/ James B. Hawkes - ------------------- James B. Hawkes President -----END PRIVACY-ENHANCED MESSAGE-----