N-CSR 1 d308208dncsr.htm TAX-MANAGED GLOBAL SMALL-CAP PORTFOLIO Tax-Managed Global Small-Cap 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 Global Small-Cap 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

October 31, 2016

Date of Reporting Period

 

 

 


Item 1. Reports to Stockholders

 


Tax-Managed Global Small-Cap Portfolio

October 31, 2016

 

Portfolio of Investments

 

 

Common Stocks — 97.9%   
   
Security   Shares     Value  

Australia — 2.0%

               

carsales.com, Ltd.

    11,352      $ 91,874   

Challenger, Ltd.

    13,289        108,485   

Mirvac Group

    63,254        100,342   

Regis Resources, Ltd.

    21,931        55,309   

Super Retail Group, Ltd.

    11,273        83,806   
                 
  $ 439,816   
                 

Austria — 0.4%

  

       

ams AG

    3,163      $ 88,567   
                 
  $ 88,567   
                 

Belgium — 0.8%

               

Kinepolis Group NV

    1,790      $ 80,543   

Warehouses De Pauw CVA

    934        86,053   
                 
  $ 166,596   
                 

Bermuda — 1.3%

               

Essent Group, Ltd.(1)

    4,283      $ 113,243   

Genpact, Ltd.(1)

    7,752        178,218   
                 
  $ 291,461   
                 

Canada — 5.6%

               

Aecon Group, Inc.

    12,570      $ 162,502   

CAE, Inc.

    18,262        256,509   

Canadian Energy Services & Technology Corp.

    28,142        110,990   

Detour Gold Corp.(1)

    2,103        40,091   

Gibson Energy, Inc.

    9,182        115,211   

Laurentian Bank of Canada

    2,461        90,950   

Linamar Corp.

    1,326        53,928   

North West Co., Inc. (The)

    3,765        71,859   

Sandvine Corp.

    31,267        70,166   

Seven Generations Energy, Ltd., Class A(1)

    7,580        161,625   

Torex Gold Resources, Inc.(1)

    4,316        80,284   
                 
  $ 1,214,115   
                 

China — 0.7%

               

TAL Education Group ADR(1)

    1,961      $ 159,704   
                 
  $ 159,704   
                 

Finland — 0.3%

               

Amer Sports Oyj

    2,705      $ 73,601   
                 
  $ 73,601   
                 
Security   Shares     Value  

France — 1.8%

               

Criteo SA ADR(1)

    2,356      $ 85,170   

Ipsen SA

    1,584        109,504   

Nexity SA

    1,728        86,760   

Rubis SCA

    1,168        106,511   
                 
  $ 387,945   
                 

Germany — 1.8%

               

Norma Group SE

    4,574      $ 210,463   

Salzgitter AG

    2,029        66,697   

Scout24 AG(1)(2)

    3,371        116,260   
                 
  $ 393,420   
                 

Hong Kong — 0.6%

               

Hysan Development Co., Ltd.

    27,049      $ 124,842   
                 
  $ 124,842   
                 

Ireland — 0.9%

               

Irish Residential Properties REIT PLC

    69,197      $ 89,230   

UDG Healthcare PLC

    14,234        113,755   
                 
  $ 202,985   
                 

Israel — 0.8%

               

Frutarom Industries, Ltd.

    3,175      $ 167,775   
                 
  $ 167,775   
                 

Italy — 3.6%

               

Amplifon SpA

    18,941      $ 200,135   

Banca Generali SpA

    6,596        146,673   

Brembo SpA

    1,577        97,638   

Industria Macchine Automatiche SpA

    2,807        173,608   

MARR SpA

    4,254        78,358   

Moncler SpA

    5,634        93,794   
                 
  $ 790,206   
                 

Japan — 12.4%

  

77 Bank, Ltd. (The)

    23,900      $ 107,964   

Advance Residence Investment Corp.

    51        142,745   

Ariake Japan Co., Ltd.

    2,200        122,907   

Daifuku Co., Ltd.

    7,100        128,288   

Eiken Chemical Co., Ltd.

    5,400        147,548   

FP Corp.

    2,400        129,273   

GMO Internet, Inc.

    10,800        144,173   

Nomura Co., Ltd.

    7,600        123,253   

OYO Corp.

    9,800        113,323   
 

 

  19   See Notes to Financial Statements.


Tax-Managed Global Small-Cap Portfolio

October 31, 2016

 

Portfolio of Investments — continued

 

 

Security   Shares     Value  

Japan (continued)

  

Penta-Ocean Construction Co., Ltd.

    37,800      $ 225,255   

Relia, Inc.

    23,100        221,354   

Sac’s Bar Holdings, Inc.

    10,200        109,118   

Sakata INX Corp.

    14,000        183,291   

Sakata Seed Corp.

    7,800        224,543   

Sun Frontier Fudousan Co., Ltd.

    10,100        96,280   

Tokyo Century Corp.

    5,100        179,708   

Tokyu REIT, Inc.

    99        130,550   

Yokohama Reito Co., Ltd.

    17,254        174,509   
                 
  $ 2,704,082   
                 

Netherlands — 1.2%

               

IMCD Group NV

    4,018      $ 173,771   

Refresco Group NV(2)

    6,732        98,339   
                 
  $ 272,110   
                 

Norway — 1.0%

               

SpareBank 1 SR-Bank ASA

    19,752      $ 117,726   

XXL ASA(2)

    7,901        98,903   
                 
  $ 216,629   
                 

Spain — 0.2%

               

Tecnicas Reunidas SA

    1,439      $ 53,842   
                 
  $ 53,842   
                 

Sweden — 0.8%

               

Boliden AB

    2,793      $ 64,732   

Indutrade AB

    6,482        120,568   
                 
  $ 185,300   
                 

Switzerland — 1.2%

               

Temenos Group AG

    2,490      $ 160,808   

VZ Holding AG

    340        100,574   
                 
  $ 261,382   
                 

United Kingdom — 6.7%

               

Bodycote PLC

    31,823      $ 230,634   

Halma PLC

    10,636        136,161   

Hastings Group Holdings PLC(2)

    37,683        100,779   

Hiscox, Ltd.

    7,848        97,996   

Inchcape PLC

    5,740        45,637   

John Wood Group PLC

    7,986        75,062   

Melrose Industries PLC

    117,331        242,135   

Regus PLC

    70,779        215,331   
Security   Shares     Value  

United Kingdom (continued)

               

St. James’s Place PLC

    9,061      $ 104,644   

UNITE Group PLC (The)

    14,112        95,592   

WH Smith PLC

    6,247        112,443   
                 
  $ 1,456,414   
                 

United States — 53.8%

               

Acadia Realty Trust

    3,254      $ 109,627   

Akamai Technologies, Inc.(1)

    2,477        172,077   

Alliant Energy Corp.

    2,393        91,054   

Ameris Bancorp

    3,280        119,064   

AMERISAFE, Inc.

    1,596        88,738   

AMETEK, Inc.

    6,153        271,347   

AmSurg Corp.(1)

    1,662        99,304   

AZZ, Inc.

    2,054        109,375   

Balchem Corp.

    4,553        345,573   

Bank of the Ozarks, Inc.

    2,638        97,500   

BankUnited, Inc.

    2,726        79,436   

Black Knight Financial Services, Inc., Class A(1)

    3,036        119,467   

Bright Horizons Family Solutions, Inc.(1)

    1,703        113,948   

Burlington Stores, Inc.(1)

    1,692        126,798   

Cambrex Corp.(1)

    3,775        152,132   

Cirrus Logic, Inc.(1)

    1,535        82,859   

CMS Energy Corp.

    2,131        89,822   

Columbia Sportswear Co.

    1,508        85,413   

Convergys Corp.

    4,476        130,699   

CubeSmart

    7,432        193,752   

Curtiss-Wright Corp.

    1,146        102,705   

Cypress Semiconductor Corp.

    9,215        91,874   

DCT Industrial Trust, Inc.

    2,489        116,361   

Diamondback Energy, Inc.(1)

    2,318        211,610   

Douglas Emmett, Inc.

    5,260        191,990   

Eagle Bancorp, Inc.(1)

    3,923        192,815   

EastGroup Properties, Inc.

    1,676        113,817   

Education Realty Trust, Inc.

    1,044        44,464   

Essex Property Trust, Inc.

    766        163,993   

Euronet Worldwide, Inc.(1)

    1,738        138,258   

Federal Realty Investment Trust

    1,404        203,903   

First American Financial Corp.

    3,246        126,789   

First Hawaiian, Inc.(1)

    3,667        100,036   

First Republic Bank

    4,070        302,930   

Grand Canyon Education, Inc.(1)

    2,223        97,012   

Hexcel Corp.

    6,733        306,284   

Hill-Rom Holdings, Inc.

    1,570        86,994   

Horace Mann Educators Corp.

    2,828        101,667   

ICU Medical, Inc.(1)

    841        117,151   

Integra LifeSciences Holdings Corp.(1)

    1,742        138,506   
 

 

  20   See Notes to Financial Statements.


Tax-Managed Global Small-Cap Portfolio

October 31, 2016

 

Portfolio of Investments — continued

 

 

Security   Shares     Value  

United States (continued)

               

Interface, Inc.

    6,237      $ 98,856   

James River Group Holdings, Ltd.

    2,839        106,860   

Jazz Pharmaceuticals PLC(1)

    773        84,620   

Kirby Corp.(1)

    3,893        229,492   

Landstar System, Inc.

    2,665        189,615   

Lazard, Ltd., Class A

    3,177        115,833   

Ligand Pharmaceuticals, Inc.(1)

    1,159        110,951   

Lithia Motors, Inc., Class A

    1,153        98,904   

LKQ Corp.(1)

    7,917        255,561   

MEDNAX, Inc.(1)

    1,720        105,350   

Mentor Graphics Corp.

    4,723        136,495   

Mercury Systems, Inc.(1)

    3,807        105,758   

Milacron Holdings Corp.(1)

    3,565        51,906   

MTS Systems Corp.

    4,294        204,180   

Multi-Color Corp.

    3,686        239,314   

National Retail Properties, Inc.

    1,877        85,629   

NVR, Inc.(1)

    83        126,409   

PDC Energy, Inc.(1)

    3,884        238,206   

Pinnacle Foods, Inc.

    5,289        271,960   

Pinnacle West Capital Corp.

    1,197        91,128   

Planet Fitness, Inc., Class A(1)

    2,838        60,166   

Popeyes Louisiana Kitchen, Inc.(1)

    2,826        150,852   

Post Properties, Inc.

    1,938        127,501   

PS Business Parks, Inc.

    1,654        181,593   

RBC Bearings, Inc.(1)

    2,588        184,654   

RLI Corp.

    2,775        154,678   

Sabre Corp.

    8,461        218,548   

Sally Beauty Holdings, Inc.(1)

    2,344        60,803   

ServiceMaster Global Holdings, Inc.(1)

    7,300        261,267   

South State Corp.

    1,679        123,155   

Sprouts Farmers Market, Inc.(1)

    4,769        105,633   

Steven Madden, Ltd.(1)

    2,720        90,848   

Surgical Care Affiliates, Inc.(1)

    2,789        119,341   

Team Health Holdings, Inc.(1)

    4,392        188,197   

Team, Inc.(1)

    1,034        31,796   

Teleflex, Inc.

    907        129,819   

US Concrete, Inc.(1)

    3,239        161,626   

Vantiv, Inc., Class A(1)

    3,988        232,740   

Verint Systems, Inc.(1)

    2,595        93,420   

VWR Corp.(1)

    6,059        166,683   

West Pharmaceutical Services, Inc.

    1,932        146,890   

Western Alliance Bancorp(1)

    2,989        111,669   

Yadkin Financial Corp.

    3,793        105,218   
                 
    $ 11,781,268   
                 

Total Common Stocks
(identified cost $20,624,483)

    $ 21,432,060   
                 
Exchange-Traded Funds — 1.0%    
   
Security   Shares     Value  

Equity Funds — 1.0%

               

iShares Russell 2000 ETF

    1,833      $ 217,210   
                 

Total Exchange-Traded Funds
(identified cost $223,304)

    $ 217,210   
                 
Short-Term Investments — 0.3%    
   
Description   Units     Value  

Eaton Vance Cash Reserves Fund, LLC, 0.68%(3)

    52,070      $ 52,080   
                 

Total Short-Term Investments
(identified cost $52,075)

    $ 52,080   
                 

Total Investments — 99.2%
(identified cost $20,899,862)

    $ 21,701,350   
                 

Other Assets, Less Liabilities — 0.8%

    $ 184,335   
                 

Net Assets — 100.0%

    $ 21,885,685   
                 

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

 

(1) 

Non-income producing security.

 

(2) 

Security exempt from registration pursuant to Rule 144A under the Securities Act of 1933, as amended. These securities may be sold in certain transactions in reliance on an exemption from registration (normally to qualified institutional buyers). At October 31, 2016, the aggregate value of these securities is $414,281 or 1.9% of the Portfolio’s net assets.

 

(3) 

Affiliated investment company, available to Eaton Vance portfolios and funds, which invests in high quality, U.S. dollar denominated money market instruments. The rate shown is the annualized seven-day yield as of October 31, 2016.

 

 

  21   See Notes to Financial Statements.


Tax-Managed Global Small-Cap Portfolio

October 31, 2016

 

Portfolio of Investments — continued

 

 

 

Sector Classification of Portfolio   
   
Sector  

Percentage

of Net Assets

    Value  

Industrials

    20.6   $ 4,518,096   

Financials

    14.6        3,195,130   

Information Technology

    12.3        2,692,014   

Consumer Discretionary

    11.6        2,537,096   

Real Estate

    11.4        2,485,024   

Health Care

    10.1        2,216,880   

Materials

    5.9        1,294,651   

Consumer Staples

    5.3        1,148,108   

Energy

    4.4        966,546   

Utilities

    1.7        378,515   

Exchange-Traded Funds

    1.0        217,210   

Short-Term Investments

    0.3        52,080   
                 

Total Investments

    99.2   $ 21,701,350   
                 

Abbreviations:

 

ADR     American Depositary Receipt
 

 

  22   See Notes to Financial Statements.


Tax-Managed Global Small-Cap Portfolio

October 31, 2016

 

Statement of Assets and Liabilities

 

 

Assets   October 31, 2016  

Unaffiliated investments, at value (identified cost, $20,847,787)

  $ 21,649,270   

Affiliated investment, at value (identified cost, $52,075)

    52,080   

Dividends receivable

    18,844   

Receivable for investments sold

    387,180   

Total assets

  $ 22,107,374   
Liabilities        

Payable for investments purchased

  $ 130,195   

Due to custodian — foreign currency, at value (identified cost, $67)

    67   

Payable to affiliates:

 

Investment adviser fee

    14,331   

Trustees’ fees

    146   

Other

    17,542   

Accrued expenses

    59,408   

Total liabilities

  $ 221,689   

Net Assets applicable to investors’ interest in Portfolio

  $ 21,885,685   
Sources of Net Assets        

Investors’ capital

  $ 21,084,725   

Net unrealized appreciation

    800,960   

Total

  $ 21,885,685   

 

  23   See Notes to Financial Statements.


Tax-Managed Global Small-Cap Portfolio

October 31, 2016

 

Statement of Operations

 

 

Investment Income  

Year Ended

October 31, 2016

 

Dividends (net of foreign taxes, $35,813)

  $ 565,668   

Interest allocated from/dividends from affiliated investment

    1,342   

Expenses allocated from affiliated investment

    (42

Total investment income

  $ 566,968   
Expenses        

Investment adviser fee

  $ 186,845   

Trustees’ fees and expenses

    1,708   

Custodian fee

    57,286   

Legal and accounting services

    35,946   

Miscellaneous

    12,683   

Total expenses

  $ 294,468   

Deduct —

 

Allocation of expenses to affiliate

  $ 14,670   

Total expense reductions

  $ 14,670   

Net expenses

  $ 279,798   

Net investment income

  $ 287,170   
Realized and Unrealized Gain (Loss)        

Net realized gain (loss) —

 

Investment transactions

  $ (1,067,786

Investment transactions in/allocated from affiliated investment

    37   

Foreign currency transactions

    5,387   

Net realized loss

  $ (1,062,362

Change in unrealized appreciation (depreciation) —

 

Investments

  $ 532,630   

Investments — affiliated investment

    5   

Foreign currency

    (261

Net change in unrealized appreciation (depreciation)

  $ 532,374   

Net realized and unrealized loss

  $ (529,988

Net decrease in net assets from operations

  $ (242,818

 

  24   See Notes to Financial Statements.


Tax-Managed Global Small-Cap Portfolio

October 31, 2016

 

Statements of Changes in Net Assets

 

 

    Year Ended October 31,  
Increase (Decrease) in Net Assets   2016     2015  

From operations —

   

Net investment income

  $ 287,170      $ 183,418   

Net realized gain (loss) from investment and foreign currency transactions

    (1,062,362     27,652,344 (1) 

Net change in unrealized appreciation (depreciation) from investments and foreign currency

    532,374        (28,387,042

Net decrease in net assets from operations

  $ (242,818   $ (551,280

Capital transactions —

   

Contributions

  $ 1,466,405      $ 4,480,188   

Withdrawals

    (15,007,583     (50,586,121 )(2) 

Net decrease in net assets from capital transactions

  $ (13,541,178   $ (46,105,933

Net decrease in net assets

  $ (13,783,996   $ (46,657,213
Net Assets                

At beginning of year

  $ 35,669,681      $ 82,326,894   

At end of year

  $ 21,885,685      $ 35,669,681   

 

(1) 

Includes $10,721,827 of net realized gains from redemptions in-kind.

 

(2) 

Includes $41,935,538 of withdrawals by Eaton Vance Tax-Managed Equity Asset Allocation Fund, a fund that invested in the Portfolio during a portion of the year ended October 31, 2015.

 

  25   See Notes to Financial Statements.


 

 

Tax-Managed Global Small-Cap Portfolio

October 31, 2016

 

Financial Highlights

 

 

    Year Ended October 31,  
Ratios/Supplemental Data   2016     2015     2014     2013     2012  

Ratios (as a percentage of average daily net assets):

                                       

Expenses(1)

    1.13 %(2)      0.89     0.93     1.13     1.13

Net investment income

    1.16     0.27     0.05     0.32     0.18

Portfolio Turnover

    92     124     48     72     55

Total Return

    (0.18 )%(2)       (4.08 )%      10.71     34.26     7.86

Net assets, end of year (000’s omitted)

  $ 21,886      $ 35,670      $ 82,327      $ 80,045      $ 70,053   

 

(1) 

Excludes the effect of custody fee credits, if any, of less than 0.005%. Effective September 1, 2015, custody fee credits, which were earned on cash deposit balances, were discontinued by the custodian.

 

(2) 

The investment adviser reimbursed certain operating expenses (equal to 0.06% of average daily net assets for the year ended October 31, 2016). Absent this reimbursement, total return would be lower.

 

  26   See Notes to Financial Statements.


Eaton Vance

Tax-Managed Global Small-Cap Portfolio

October 31, 2016

 

Notes to Financial Statements

 

 

1  Significant Accounting Policies

Tax-Managed Global Small-Cap 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. The Declaration of Trust permits the Trustees to issue interests in the Portfolio. At October 31, 2016, Eaton Vance Tax-Managed Global Small-Cap Fund held an interest of 99.9% in the Portfolio.

The following is a summary of significant accounting policies of the Portfolio. The policies are in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP). The Portfolio is an investment company and follows accounting and reporting guidance in the Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 946.

A  Investment Valuation — The following methodologies are used to determine the market value or fair value of investments.

Equity Securities. Equity securities listed on a U.S. securities exchange generally are valued at the last sale or closing price on the day of valuation or, if no sales took place on such date, at the mean between the closing bid and 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.

Foreign Securities and Currencies. Foreign securities and currencies are valued in U.S. dollars, based on foreign currency exchange rate quotations supplied by a third party pricing service. The pricing service uses a proprietary model to determine the exchange rate. Inputs to the model include reported trades and implied bid/ask spreads. The daily valuation of exchange-traded foreign securities generally is determined as of the close of trading on the principal exchange on which such securities trade. Events occurring after the close of trading on foreign exchanges may result in adjustments to the valuation of foreign securities to more accurately reflect their fair value as of the close of regular trading on the New York Stock Exchange. When valuing foreign equity securities that meet certain criteria, the Portfolio’s Trustees have approved the use of a fair value service that values such securities to reflect market trading that occurs after the close of the applicable foreign markets of comparable securities or other instruments that have a strong correlation to the fair-valued securities.

Affiliated Fund. The Portfolio may invest in Eaton Vance Cash Reserves Fund, LLC (Cash Reserves Fund), an affiliated investment company managed by Eaton Vance Management (EVM). While Cash Reserves Fund is not a registered money market mutual fund, it conducts all of its investment activities in accordance with the requirements of Rule 2a-7 under the 1940 Act. Investments in Cash Reserves Fund are valued at the closing net asset value per unit on the valuation day. Cash Reserves Fund generally values its investment securities based on available market quotations provided by a third party pricing service. Prior to Cash Reserves Fund’s issuance of units in October 2016, the value of the Portfolio’s investment in Cash Reserves Fund reflected the Portfolio’s proportionate interest in its net assets and the Portfolio recorded its pro rata share of Cash Reserves Fund’s income, expenses and realized gain or loss.

Fair Valuation. 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 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 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. However, if the ex-dividend date has passed, certain dividends from foreign securities are recorded as the Portfolio is informed of the ex-dividend date. Withholding taxes on foreign dividends and capital gains have been provided for in accordance with the Portfolio’s understanding of the applicable countries’ tax rules and rates. Interest income is recorded on the basis of interest accrued, adjusted for amortization of premium or accretion of discount. Distributions from investment companies are recorded as dividend income, capital gains or return of capital based on the nature of the distribution.

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

As of October 31, 2016, the Portfolio had no uncertain tax positions that would require financial statement recognition, de-recognition, or disclosure. The Portfolio files a U.S. federal income tax return annually after its fiscal year-end, which is subject to examination by the Internal Revenue Service for a period of three years from the date of filing.

 

  27  


Eaton Vance

Tax-Managed Global Small-Cap Portfolio

October 31, 2016

 

Notes to Financial Statements — continued

 

 

E  Foreign Currency Translation — Investment valuations, other assets, and liabilities initially expressed in foreign currencies are translated each business day into U.S. dollars based upon current exchange rates. Purchases and sales of foreign investment securities and income and expenses denominated in foreign currencies are translated into U.S. dollars based upon currency exchange rates in effect on the respective dates of such transactions. Recognized gains or losses on investment transactions attributable to changes in foreign currency exchange rates are recorded for financial statement purposes as net realized gains and losses on investments. That portion of unrealized gains and losses on investments that results from fluctuations in foreign currency exchange rates is not separately disclosed.

F  Use of Estimates — The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expense during the reporting period. Actual results could differ from those estimates.

G  Indemnifications — Under the Portfolio’s organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the Portfolio. Under Massachusetts law, if certain conditions prevail, interestholders in the Portfolio could be deemed to have personal liability for the obligations of the Portfolio. However, the Portfolio’s Declaration of Trust contains an express disclaimer of liability on the part of Portfolio interestholders 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.

2  Investment Adviser Fee and Other Transactions with Affiliates

The investment adviser fee is earned by Boston Management and Research (BMR), a subsidiary of EVM, as compensation for management and investment advisory services rendered to the Portfolio. Pursuant to the investment advisory agreement and subsequent fee reduction agreement between the Portfolio and BMR, the fee is computed at an annual rate of 0.75% of the Portfolio’s average daily net assets up to $500 million, and is payable monthly. On net assets of $500 million and over, the annual fee is reduced. The fee reduction cannot be terminated or reduced without the approval of a majority vote of the Trustees of the Portfolio who are not interested persons of BMR or the Portfolio and by the vote of a majority of the holders of interest in the Portfolio. For the year ended October 31, 2016, the Portfolio’s investment adviser fee amounted to $186,845, or 0.75% of the Portfolio’s average daily net assets. Pursuant to a voluntary expense reimbursement, BMR was allocated $14,670 of the Portfolio’s operating expenses for the year ended October 31, 2016. Pursuant to a sub-advisory agreement effective November 16, 2015, BMR pays Eaton Vance Management (International) Limited (EVMI), an indirect, wholly-owned subsidiary of Eaton Vance Corp., a portion of its investment adviser fee for sub-advisory services provided to the Portfolio. The Portfolio invests its cash in Cash Reserves Fund. EVM does not currently receive a fee for advisory services provided to Cash Reserves Fund.

During the year ended October 31, 2016, BMR reimbursed the Portfolio $28,539 for a trading error. The effect of the loss incurred and the reimbursement by BMR of such amount had no impact on total return.

Trustees and officers of the Portfolio who are members of EVM’s or BMR’s organizations 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 year ended October 31, 2016, 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 $22,929,964 and $36,017,119, respectively, for the year ended October 31, 2016.

4  Federal Income Tax Basis of Investments

The cost and unrealized appreciation (depreciation) of investments of the Portfolio at October 31, 2016, as determined on a federal income tax basis, were as follows:

 

Aggregate cost

  $ 21,134,298   

Gross unrealized appreciation

  $ 1,750,270   

Gross unrealized depreciation

    (1,183,218

Net unrealized appreciation

  $ 567,052   

 

  28  


Eaton Vance

Tax-Managed Global Small-Cap Portfolio

October 31, 2016

 

Notes to Financial Statements — continued

 

 

The net unrealized depreciation on foreign currency transactions at October 31, 2016 on a federal income tax basis was $595.

5  Line of Credit

The Portfolio participates with other portfolios and funds managed by EVM and its affiliates in a $545 million unsecured line of credit agreement with a group of banks, which is in effect through September 1, 2017. 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 0.15% on the daily unused portion of the line of credit is allocated among the participating portfolios and funds at the end of each quarter. 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 year ended October 31, 2016.

6  Risks Associated with Foreign Investments

Investing in securities issued by companies whose principal business activities are outside the United States may involve significant risks not present in domestic investments. For example, there is generally less publicly available information about foreign companies, particularly those not subject to the disclosure and reporting requirements of the U.S. securities laws. Certain foreign issuers are generally not bound by uniform accounting, auditing, and financial reporting requirements and standards of practice comparable to those applicable to domestic issuers. Investments in foreign securities also involve the risk of possible adverse changes in investment or exchange control regulations, expropriation or confiscatory taxation, limitation on the removal of funds or other assets of the Portfolio, political or financial instability or diplomatic and other developments which could affect such investments. Foreign securities markets, while growing in volume and sophistication, are generally not as developed as those in the United States, and securities of some foreign issuers (particularly those located in developing countries) may be less liquid and more volatile than securities of comparable U.S. companies. In general, there is less overall governmental supervision and regulation of foreign securities markets, broker/dealers and issuers than in the United States.

7  Fair Value Measurements

Under generally accepted accounting principles for fair value measurements, a three-tier hierarchy to prioritize the assumptions, referred to as inputs, is used in valuation techniques to measure fair value. The three-tier hierarchy of inputs is summarized in the three broad levels listed below.

 

 

Level 1 – quoted prices in active markets for identical investments

 

 

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

 

 

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

In cases where the inputs used to measure fair value fall in different levels of the fair value hierarchy, the level disclosed is determined based on the lowest level input that is significant to the fair value measurement in its entirety. The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

At October 31, 2016, the hierarchy of inputs used in valuing the Portfolio’s investments, which are carried at value, were as follows:

 

Asset Description   Level 1      Level 2      Level 3      Total  

Common Stocks

          

Asia/Pacific

  $ 159,704       $ 3,268,740       $         —       $ 3,428,444   

Developed Europe

    85,170         4,463,827                 4,548,997   

Developed Middle East

            167,775                 167,775   

North America

    13,286,844                         13,286,844   

Total Common Stocks

  $ 13,531,718       $ 7,900,342    $       $ 21,432,060   

Exchange-Traded Funds

  $ 217,210       $       $       $ 217,210   

Short-Term Investments

            52,080                 52,080   

Total Investments

  $ 13,748,928       $ 7,952,422       $       $ 21,701,350   

 

* Includes foreign equity securities whose values were adjusted to reflect market trading of comparable securities or other correlated instruments that occurred after the close of trading in their applicable foreign markets.

 

  29  


Eaton Vance

Tax-Managed Global Small-Cap Portfolio

October 31, 2016

 

Notes to Financial Statements — continued

 

 

The Portfolio held no investments or other financial instruments as of October 31, 2015 whose fair value was determined using Level 3 inputs. At October 31, 2016, there were no investments transferred between Level 1 and Level 2 during the year then ended.

 

  30  


Tax-Managed Global Small-Cap Portfolio

October 31, 2016

 

Report of Independent Registered Public Accounting Firm

 

 

To the Trustees and Investors of Tax-Managed Global Small-Cap Portfolio:

We have audited the accompanying statement of assets and liabilities of Tax-Managed Global Small-Cap Portfolio (the “Portfolio”), including the portfolio of investments, as of October 31, 2016, 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 financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Portfolio’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the 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 financial highlights are free of material misstatement. The Portfolio is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Portfolio’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of October 31, 2016, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Tax-Managed Global Small-Cap Portfolio as of October 31, 2016, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 19, 2016

 

  31  


Eaton Vance

Tax-Managed Global Small-Cap Fund

October 31, 2016

 

Management and Organization

 

 

Fund Management.  The Trustees of Eaton Vance Mutual Funds Trust (the Trust) and Tax-Managed Global Small-Cap 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 Two International Place, Boston, Massachusetts 02110. 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, “EVMI” refers to Eaton Vance Management (International) Limited and “EVD” refers to Eaton Vance Distributors, Inc. EVC and EV are the corporate parent and trustee, respectively, of EVM and BMR. EVMI is an indirect, wholly-owned subsidiary of EVC. EVD is the Fund’s principal underwriter, the Portfolio’s placement agent and a wholly-owned subsidiary of EVC. Each officer affiliated with Eaton Vance may hold a position with other Eaton Vance affiliates that is comparable to his or her position with EVM listed below. Each Trustee oversees 176 portfolios in the Eaton Vance Complex (including all master and feeder funds in a master feeder structure). Each officer serves as an officer of certain other Eaton Vance funds. Each Trustee and officer serves until his or her successor is elected.

 

Name and Year of Birth   

Position(s)

with the

Trust and the
Portfolio

    

Trustee

Since(1)

    

Principal Occupation(s) and Directorships

During Past Five Years and Other Relevant Experience

Interested Trustee

            

Thomas E. Faust Jr.

1958

   Trustee of the Trust and the Portfolio and President of the Portfolio      2007     

Chairman, Chief Executive Officer and President of EVC, Director and President of EV, Chief Executive Officer and President of EVM and BMR, and Director of EVD and EVMI. Trustee and/or officer of 176 registered investment companies. Mr. Faust is an interested person because of his positions with EVM, BMR, EVD, EVMI, EVC and EV, which are affiliates of the Trust and the Portfolio.

Directorships in the Last Five Years.(2) Director of EVC and Hexavest Inc. (investment management firm).

Noninterested Trustees

         

Scott E. Eston

1956

   Trustee      2011     

Private investor. Formerly held various positions at Grantham, Mayo, Van Otterloo and Co., LLC (investment management firm) (1997-2009), including Chief Operating Officer (2002-2009), Chief Financial Officer (1997-2009) and Chairman of the Executive Committee (2002-2008); President and Principal Executive Officer, GMO Trust (open-end registered investment company) (2006-2009). Former Partner, Coopers and Lybrand LLP (now PricewaterhouseCoopers) (a registered public accounting firm) (1987-1997). Mr. Eston has apprised the Board of Trustees that he intends to retire as a Trustee of all Eaton Vance funds effective September 30, 2017.

Directorships in the Last Five Years.(2) None.

Mark R. Fetting(3)

1954

   Trustee      2016     

Private investor. Formerly held various positions at Legg Mason, Inc. (investment management firm) (2000-2012), including President, Chief Executive Officer, Director and Chairman (2008-2012), Senior Executive Vice President (2004-2008) and Executive Vice President (2001-2004). Formerly, President of Legg Mason family of funds (2001-2008). Formerly, Division President and Senior Officer of Prudential Financial Group, Inc. and related companies (investment management firm) (1991-2000).

Directorships in the Last Five Years. Formerly, Director and Chairman of Legg Mason, Inc. (2008-2012); Director/Trustee and Chairman of Legg Mason family of funds (14 funds) (2008-2012); and Director/Trustee of the Royce family of funds (35 funds) (2001-2012).

Cynthia E. Frost

1961

   Trustee      2014     

Private investor. Formerly, Chief Investment Officer of Brown University (university endowment) (2000-2012); Portfolio Strategist for Duke Management Company (university endowment manager) (1995-2000); Managing Director, Cambridge Associates (investment consulting company) (1989-1995); Consultant, Bain and Company (management consulting firm) (1987-1989); Senior Equity Analyst, BA Investment Management Company (1983-1985).

Directorships in the Last Five Years. None.

George J. Gorman

1952

   Trustee      2014     

Principal at George J. Gorman LLC (consulting firm). Formerly, Senior Partner at Ernst & Young LLP (a registered public accounting firm) (1974-2009).

Directorships in the Last Five Years. Formerly, Trustee of the BofA Funds Series Trust (11 funds) (2011-2014) and of the Ashmore Funds (9 funds) (2010-2014).

 

  32  


Eaton Vance

Tax-Managed Global Small-Cap Fund

October 31, 2016

 

Management and Organization — continued

 

 

Name and Year of Birth   

Position(s)

with the

Trust and the
Portfolio

    

Trustee

Since(1)

    

Principal Occupation(s) and Directorships

During Past Five Years and Other Relevant Experience

Noninterested Trustees (continued)

         

Valerie A. Mosley

1960

   Trustee      2014     

Chairwoman and Chief Executive Officer of Valmo Ventures (a consulting and investment firm). Former Partner and Senior Vice President, Portfolio Manager and Investment Strategist at Wellington Management Company, LLP (investment management firm) (1992-2012). Former Chief Investment Officer, PG Corbin Asset Management (1990-1992). Formerly worked in institutional corporate bond sales at Kidder Peabody (1986-1990).

Directorships in the Last Five Years.(2) Director of Dynex Capital, Inc. (mortgage REIT) (since 2013).

William H. Park

1947

   Chairperson of the Board and Trustee     

2016 (Chairperson);

2003 (Trustee)

    

Private investor. Formerly, Consultant (management and transactional) (2012-2014). Formerly, Chief Financial Officer, Aveon Group L.P. (investment management firm) (2010-2011). Formerly, Vice Chairman, Commercial Industrial Finance Corp. (specialty finance company) (2006-2010). Formerly, President and Chief Executive Officer, Prizm Capital Management, LLC (investment management firm) (2002-2005). Formerly, Executive Vice President and Chief Financial Officer, United Asset Management Corporation (investment management firm) (1982-2001). Formerly, Senior Manager, Price Waterhouse (now PricewaterhouseCoopers) (a registered public accounting firm) (1972-1981).

Directorships in the Last Five Years.(2) None.

Helen Frame Peters

1948

   Trustee      2008     

Professor of Finance, Carroll School of Management, Boston College. Formerly, Dean, Carroll School of Management, Boston College (2000-2002). Formerly, Chief Investment Officer, Fixed Income, Scudder Kemper Investments (investment management firm) (1998-1999). Formerly, Chief Investment Officer, Equity and Fixed Income, Colonial Management Associates (investment management firm) (1991-1998).

Directorships in the Last Five Years.(2) Formerly, Director of BJ’s Wholesale Club, Inc. (wholesale club retailer) (2004-2011). Formerly, Trustee of SPDR Index Shares Funds and SPDR Series Trust (exchange traded funds) (2000-2009). Formerly, Director of Federal Home Loan Bank of Boston (a bank for banks) (2007-2009).

Susan J. Sutherland

1957

   Trustee      2015     

Private investor. Formerly, Associate, Counsel and Partner at Skadden, Arps, Slate, Meagher & Flom LLP (law firm) (1982-2013).

Directorships in the Last Five Years. Formerly, Director of Montpelier Re Holdings Ltd. (global provider of customized insurance and reinsurance products) (2013-2015).

Harriett Tee Taggart

1948

   Trustee      2011     

Managing Director, Taggart Associates (a professional practice firm). Formerly, Partner and Senior Vice President, Wellington Management Company, LLP (investment management firm) (1983-2006).

Directorships in the Last Five Years.(2) Director of Albemarle Corporation (chemicals manufacturer) (since 2007) and The Hanover Group (specialty property and casualty insurance company) (since 2009). Formerly, Director of Lubrizol Corporation (specialty chemicals) (2007-2011).

Ralph F. Verni

1943

   Trustee      2005     

Consultant and private investor. Formerly, Chief Investment Officer (1982-1992), Chief Financial Officer (1988-1990) and Director (1982-1992), New England Life. Formerly, Chairperson, New England Mutual Funds (1982-1992). Formerly, President and Chief Executive Officer, State Street Management & Research (1992-2000). Formerly, Chairperson, State Street Research Mutual Funds (1992-2000). Formerly, Director, W.P. Carey, LLC (1998-2004) and First Pioneer Farm Credit Corp. (financial services cooperative) (2002-2006). Consistent with the Trustee retirement policy, Mr. Verni is currently expected to retire as a Trustee of all Eaton Vance funds effective July 1, 2017.

Directorships in the Last Five Years.(2) None.

 

  33  


Eaton Vance

Tax-Managed Global Small-Cap Fund

October 31, 2016

 

Management and Organization — continued

 

 

Name and Year of Birth   

Position(s)

with the

Trust and the
Portfolio

    

Trustee

Since(1)

    

Principal Occupation(s) and Directorships

During Past Five Years and Other Relevant Experience

Noninterested Trustees (continued)

         

Scott E. Wennerholm(3)

1959

   Trustee      2016     

Consultant at GF Parish Group (executive recruiting firm). Trustee at Wheelock College (postsecondary institution) (since 2012). Formerly, Chief Operating Officer and Executive Vice President at BNY Mellon Asset Management (investment management firm) (2005-2011). Formerly, Chief Operating Officer and Chief Financial Officer at Natixis Global Asset Management (investment management firm) (1997-2004). Formerly, Vice President at Fidelity Investments Institutional Services (investment management firm) (1994-1997).

Directorships in the Last Five Years. None.

            

Principal Officers who are not Trustees

Name and Year of Birth   

Position(s)

with the
Trust and the
Portfolio

    

Officer

Since(4)

    

Principal Occupation(s)

During Past Five Years

Payson F. Swaffield

1956

   President of the Trust      2003      Vice President and Chief Income Investment Officer of EVM and BMR.

Maureen A. Gemma

1960

   Vice President, Secretary and Chief Legal Officer      2005      Vice President of EVM and BMR.

James F. Kirchner

1967

   Treasurer      2007      Vice President of EVM and BMR.

Paul M. O’Neil

1953

   Chief Compliance Officer      2004      Vice President of EVM and BMR.

 

(1) 

Year first appointed to serve as Trustee for a fund in the Eaton Vance family of funds. Each Trustee has served continuously since appointment unless indicated otherwise.

(2) 

During their respective tenures, the Trustees (except for Mmes. Frost and Sutherland and Messrs. Fetting, Gorman and Wennerholm) also served as Board members of one or more of the following funds (which operated in the years noted): eUnitsTM 2 Year U.S. Market Participation Trust: Upside to Cap / Buffered Downside (launched in 2012 and terminated in 2014); eUnitsTM 2 Year U.S. Market Participation Trust II: Upside to Cap / Buffered Downside (launched in 2012 and terminated in 2014); and Eaton Vance National Municipal Income Trust (launched in 1998 and terminated in 2009). However, Ms. Mosley did not serve as a Board member of eUnitsTM 2 Year U.S. Market Participation Trust: Upside to Cap / Buffered Downside (launched in 2012 and terminated in 2014).

(3) 

Messrs. Fetting and Wennerholm began serving as Trustees effective September 1, 2016.

(4) 

Year first elected to serve as officer of a fund in the Eaton Vance family of funds when the officer has served continuously. Otherwise, year of most recent election as an officer of a fund in the Eaton Vance family of funds. Titles may have changed since initial election.

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 on Eaton Vance’s website at www.eatonvance.com or by calling 1-800-262-1122.

 

  34  


Eaton Vance Funds

 

IMPORTANT NOTICES

 

 

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

 

 

Only such information received from you, through application forms or otherwise, and information about your Eaton Vance fund transactions will be collected. This may include information such as name, address, social security number, tax status, account balances and transactions.

 

 

None of such information about you (or former customers) will be disclosed to anyone, except as permitted by law (which includes disclosure to employees necessary to service your account). In the normal course of servicing a customer’s account, Eaton Vance may share information with unaffiliated third parties that perform various required services such as transfer agents, custodians and broker-dealers.

 

 

Policies and procedures (including physical, electronic and procedural safeguards) are in place that are designed to protect the confidentiality of such information.

 

 

We reserve the right to change our Privacy Policy at any time upon proper notification to you. Customers may want to review our Privacy Policy periodically for changes by accessing the link on our homepage: www.eatonvance.com.

Our pledge of privacy applies to the following entities within the Eaton Vance organization: the Eaton Vance Family of Funds, Eaton Vance Management, Eaton Vance Investment Counsel, Eaton Vance Distributors, Inc., Eaton Vance Trust Company, Eaton Vance Management (International) Limited, Eaton Vance Management’s Real Estate Investment Group and Boston Management and Research. In addition, our Privacy Policy applies only to those Eaton Vance customers who are individuals and who have a direct relationship with us. If a customer’s account (i.e., fund shares) is held in the name of a third-party financial advisor/broker-dealer, it is likely that only such advisor’s privacy policies apply to the customer. This notice supersedes all previously issued privacy disclosures. For more information about Eaton Vance’s Privacy Policy, please call 1-800-262-1122.

Delivery of Shareholder Documents. The Securities and Exchange Commission (SEC) permits funds to deliver only one copy of shareholder documents, including prospectuses, proxy statements and shareholder reports, to fund investors with multiple accounts at the same residential or post office box address. This practice is often called “householding” and it helps eliminate duplicate mailings to shareholders. Eaton Vance, or your financial advisor, may household the mailing of your documents indefinitely unless you instruct Eaton Vance, or your financial advisor, otherwise. If you would prefer that your Eaton Vance documents not be householded, please contact Eaton Vance at 1-800-262-1122, or contact your financial advisor. Your instructions that householding not apply to delivery of your Eaton Vance documents will typically be effective within 30 days of receipt by Eaton Vance or your financial advisor.

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

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

 

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Investment Adviser of Tax-Managed Global Small-Cap Portfolio

Boston Management and Research

Two International Place

Boston, MA 02110

Administrator of Eaton Vance Tax-Managed Global Small-Cap Fund

Eaton Vance Management

Two International Place

Boston, MA 02110

Investment Sub-Adviser

Eaton Vance Management (International) Limited

125 Old Broad St.

London, EC2N 1AR

United Kingdom

Principal Underwriter*

Eaton Vance Distributors, Inc.

Two International Place

Boston, MA 02110

(617) 482-8260

Custodian

State Street Bank and Trust Company

State Street Financial Center, One Lincoln Street

Boston, MA 02111

Transfer Agent

BNY Mellon Investment Servicing (US) Inc.

Attn: Eaton Vance Funds

P.O. Box 9653

Providence, RI 02940-9653

(800) 262-1122

Independent Registered Public Accounting Firm

Deloitte & Touche LLP

200 Berkeley Street

Boston, MA 02116-5022

Fund Offices

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 this program is available to investors at www.FINRA.org.


 

LOGO

1300     10.31.16


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. The registrant has not amended the code of ethics as described in Form N-CSR during the period covered by this report. The registrant has not granted any waiver, including an implicit waiver, from a provision of the code of ethics as described in Form N-CSR during the period covered by this report.

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 a private investor. Previously, he served as a consultant, as the Chief Financial Officer of Aveon Group, L.P. (an investment management firm), as the Vice Chairman of Commercial Industrial Finance Corp. (specialty finance company), 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

Rule 2-01(c)(1)(ii)(A) of Regulation S-X (the “Loan Rule”) prohibits an accounting firm, such as the Portfolio’s principal accountant, Deloitte & Touche LLP (“D&T”), from having certain financial relationships with their audit clients and affiliated entities. Specifically, the Loan Rule provides, in relevant part, that an accounting firm generally would not be independent if it receives a loan from a lender that is a “record or beneficial owner of more than ten percent of the audit client’s equity securities.” Based on information provided to the Audit Committee of the Board of Trustees (the “Audit Committee”) of the Eaton Vance family of funds by D&T, certain relationships between D&T and its affiliates (“Deloitte Entities”) and its lenders who are record owners of shares of one or more funds within the Eaton Vance family of funds (the “Funds”) implicate the Loan Rule, calling into question D&T’s independence with respect to the Funds. The Funds are providing this disclosure to explain the facts and circumstances as well as D&T’s conclusions concerning D&T’s objectivity and impartiality with respect to the audits of the Funds.

D&T advised the Audit Committee of its conclusion that, in light of the facts surrounding its lending relationships, D&T’s objectivity and impartiality in the planning and conduct of the audits of the Funds financial statements will not be compromised, D&T is in a position to continue as the auditor for the Funds and no actions need to be taken with respect to previously issued reports by D&T. D&T has advised the Audit Committee that these conclusions were based in part on the following considerations: (1) Deloitte Entity personnel responsible for managing the lending relationships have had no interactions with the audit engagement team; (2) the lending relationships are in good standing and the principal and interest payments are up-to-date; (3) the lending relationships are not significant to the Deloitte Entities or to D&T.

On June 20, 2016, the U.S. Securities and Exchange Commission (the “SEC”) issued no-action relief to another mutual fund complex (see Fidelity Management & Research Company et al., No-Action Letter (June 20, 2016) (the “No-Action Letter”)) related to the auditor independence issue described above. In the No-Action Letter, the SEC indicated that it would not recommend enforcement action against the fund group if the auditor is not in compliance with the Loan Rule provided that: (1) the auditor has complied with PCAOB Rule 3526(b)(1) and 3526(b)(2); (2) the auditor’s non-compliance under the Loan Rule is with respect to certain lending relationships; and (3) notwithstanding such non-compliance, the auditor has concluded that it is objective and impartial with respect to the issues encompassed within its engagement as auditor of the funds. Based on information provided by D&T, the requirements of the No-Action Letter appear to be met with respect to D&T’s lending relationships described above. After giving consideration to the guidance provided in the No-Action Letter, D&T affirmed to the Audit Committee that D&T is an independent accountant with respect to the Funds within the meaning of the rules and standards of the PCAOB and the securities laws and regulations administered by the SEC. The SEC has indicated that the no-action relief will expire 18 months from its issuance.


(a)-(d)

The following table presents the aggregate fees billed to the registrant for the registrant’s fiscal years ended October 31, 2015 and October 31, 2016 by D&T for professional services rendered for the audit of the registrant’s annual financial statements and fees billed for other services rendered by D&T during such periods.

 

Fiscal Years Ended

   10/31/15      10/31/16  

Audit Fees

   $ 24,000       $ 24,200   

Audit-Related Fees(1)

   $ 0       $ 0   

Tax Fees(2)

   $ 11,301       $ 11,414   

All Other Fees(3)

   $ 0       $ 0   
  

 

 

    

 

 

 

Total

   $ 35,301       $ 35,614   
  

 

 

    

 

 

 

 

(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 and other related tax compliance/planning matters.
(3)  All other fees consist of the aggregate fees billed for products and services provided by the principal accountant other than audit, audit-related, and tax services.

(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 D&T for the registrant’s fiscal years ended October 31, 2015 and October 31, 2016; and (ii) the aggregate non-audit fees (i.e., fees for audit-related, tax, and other services) billed to the Eaton Vance organization by D&T for the same time periods.

 

Fiscal Years Ended

   10/31/15      10/31/16  

Registrant

   $ 11,301       $ 11,414   

Eaton Vance(1)

   $ 46,000       $ 56,434   

 

(1) Certain entities 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 applicable.

Item 6. Schedule of Investments

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

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

Not applicable.

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

Not applicable.

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

Not applicable.

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

No material changes.

Item 11. Controls and Procedures

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

(b) There have been no changes in the registrant’s internal controls over financial reporting during the 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 Global Small-Cap Portfolio

 

By:  

/s/ Thomas E. Faust Jr.

  Thomas E. Faust Jr.
  President
Date:     December 19, 2016

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

 

By:  

/s/ James F. Kirchner

  James F. Kirchner
  Treasurer
Date:     December 19, 2016
By:  

/s/ Thomas E. Faust Jr.

  Thomas E. Faust Jr.
  President
Date:   December 19, 2016