N-CSR 1 a08-29904_12ncsr.htm 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

811-10597

 

Tax-Managed Mid-Cap Core Portfolio

(Exact name of registrant as specified in charter)

 

The Eaton Vance Building, 255 State Street, Boston, Massachusetts

 

02109

(Address of principal executive offices)

 

(Zip code)

 

Maureen A. Gemma

The Eaton Vance Building, 255 State Street, Boston, Massachusetts 02109

(Name and address of agent for service)

 

Registrant’s telephone number, including area code:

(617) 482-8260

 

 

Date of fiscal year end:

October 31

 

 

Date of reporting period:

October 31, 2008

 

 


 

Item 1. Reports to Stockholders

 


Tax-Managed Mid-Cap Core Portfolio as of October 31, 2008

PORTFOLIO OF INVESTMENTS

Common Stocks — 98.6%  
Security   Shares   Value  
Air Freight & Logistics — 2.0%  
CH Robinson Worldwide, Inc.     27,200     $ 1,408,416    
    $ 1,408,416    
Auto Components — 0.8%  
BorgWarner, Inc.     26,000     $ 584,220    
    $ 584,220    
Capital Markets — 4.7%  
Affiliated Managers Group, Inc.(1)     21,000     $ 973,980    
Raymond James Financial, Inc.     57,000       1,327,530    
SEI Investments Co.     53,000       937,040    
    $ 3,238,550    
Chemicals — 2.4%  
Albemarle Corp.     35,200     $ 857,120    
RPM International, Inc.     56,000       795,200    
    $ 1,652,320    
Commercial Banks — 5.5%  
City National Corp.     19,500     $ 1,043,835    
Cullen/Frost Bankers, Inc.     30,700       1,718,279    
Westamerica Bancorporation     18,000       1,030,500    
    $ 3,792,614    
Commercial Services & Supplies — 1.7%  
Mine Safety Appliances Co.     43,000     $ 1,161,000    
    $ 1,161,000    
Construction & Engineering — 1.0%  
Jacobs Engineering Group, Inc.(1)     20,000     $ 728,600    
    $ 728,600    
Construction Materials — 0.8%  
Vulcan Materials Co.     10,000     $ 542,800    
    $ 542,800    
Containers & Packaging — 2.0%  
Sonoco Products Co.     54,000     $ 1,359,720    
    $ 1,359,720    

 

Security   Shares   Value  
Diversified Consumer Services — 2.8%  
H&R Block, Inc.     40,000     $ 788,800    
Matthews International Corp., Class A     26,500       1,182,695    
    $ 1,971,495    
Electric Utilities — 1.8%  
DPL, Inc.     53,600     $ 1,222,616    
    $ 1,222,616    
Electrical Equipment — 2.0%  
AMETEK, Inc.     42,000     $ 1,396,500    
    $ 1,396,500    
Electronic Equipment, Instruments & Components — 5.6%  
Amphenol Corp., Class A     40,500     $ 1,160,325    
Mettler Toledo International, Inc.(1)     17,000       1,301,180    
National Instruments Corp.     55,000       1,397,000    
    $ 3,858,505    
Energy Equipment & Services — 4.3%  
FMC Technologies, Inc.(1)     30,000     $ 1,049,700    
Helmerich & Payne, Inc.     28,000       960,680    
Oceaneering International, Inc.(1)     35,000       985,950    
    $ 2,996,330    
Food & Staples Retailing — 1.3%  
Ruddick Corp.     32,000     $ 916,480    
    $ 916,480    
Food Products — 2.3%  
Hormel Foods Corp.     26,000     $ 734,760    
McCormick & Co., Inc.     26,500       891,990    
    $ 1,626,750    
Gas Utilities — 3.9%  
AGL Resources, Inc.     36,100     $ 1,097,440    
National Fuel Gas Co.     22,000       796,180    
Questar Corp.     23,400       806,364    
    $ 2,699,984    

 

See notes to financial statements
17


Tax-Managed Mid-Cap Core Portfolio as of October 31, 2008

PORTFOLIO OF INVESTMENTS CONT'D

Security   Shares   Value  
Health Care Equipment & Supplies — 7.0%  
Bard (C.R.), Inc.     15,800     $ 1,394,350    
Beckman Coulter, Inc.     18,400       918,528    
DENTSPLY International, Inc.     44,800       1,361,024    
Mentor Corp.     31,000       523,900    
Varian Medical Systems, Inc.(1)     14,000       637,140    
    $ 4,834,942    
Health Care Providers & Services — 3.0%  
Henry Schein, Inc.(1)     25,000     $ 1,170,250    
Patterson Cos., Inc.(1)     35,000       886,550    
    $ 2,056,800    
Hotels, Restaurants & Leisure — 1.2%  
Sonic Corp.(1)     79,850     $ 854,395    
    $ 854,395    
Household Durables — 1.6%  
Mohawk Industries, Inc.(1)     12,800     $ 619,264    
Snap-On, Inc.     13,500       498,825    
    $ 1,118,089    
Insurance — 3.9%  
Brown and Brown, Inc.     55,000     $ 1,128,600    
HCC Insurance Holdings, Inc.     34,000       750,040    
Markel Corp.(1)     2,300       806,932    
    $ 2,685,572    
IT Services — 1.0%  
Fiserv, Inc.(1)     20,200     $ 673,872    
    $ 673,872    
Life Sciences Tools & Services — 1.3%  
Pharmaceutical Product Development, Inc.     30,000     $ 929,400    
    $ 929,400    
Machinery — 4.8%  
Donaldson Co., Inc.     40,000     $ 1,406,000    
Graco, Inc.     29,200       722,116    
IDEX Corp.     50,000       1,159,000    
John Bean Technologies Corp.     6,480       54,302    
    $ 3,341,418    

 

Security   Shares   Value  
Media — 1.0%  
John Wiley & Sons, Inc., Class A     21,000     $ 730,380    
    $ 730,380    
Metals & Mining — 1.0%  
Commercial Metals Co.     66,000     $ 732,600    
    $ 732,600    
Multiline Retail — 2.7%  
Dollar Tree, Inc.(1)     50,000     $ 1,901,000    
    $ 1,901,000    
Multi-Utilities — 3.6%  
NSTAR     40,000     $ 1,322,000    
OGE Energy Corp.     42,300       1,154,790    
    $ 2,476,790    
Oil, Gas & Consumable Fuels — 0.9%  
Holly Corp.     32,000     $ 628,160    
    $ 628,160    
Personal Products — 2.7%  
Alberto-Culver Co.     72,000     $ 1,852,560    
    $ 1,852,560    
Professional Services — 1.3%  
FTI Consulting, Inc.(1)     15,000     $ 873,750    
    $ 873,750    
Real Estate Investment Trusts (REITs) — 3.3%  
Health Care REIT, Inc.     30,000     $ 1,335,300    
Rayonier, Inc.     30,000       992,400    
    $ 2,327,700    
Semiconductors & Semiconductor Equipment — 2.0%  
Microchip Technology, Inc.     57,050     $ 1,405,142    
    $ 1,405,142    
Software — 5.5%  
ANSYS, Inc.(1)     41,200     $ 1,179,556    
Citrix Systems, Inc.(1)     27,500       708,675    

 

See notes to financial statements
18


Tax-Managed Mid-Cap Core Portfolio as of October 31, 2008

PORTFOLIO OF INVESTMENTS CONT'D

Security   Shares   Value  
Software (continued)  
Fair Isaac Corp.     30,000     $ 467,700    
Jack Henry & Associates, Inc.     78,500       1,492,285    
    $ 3,848,216    
Specialty Retail — 3.7%  
O'Reilly Automotive, Inc.(1)     48,000     $ 1,301,280    
Ross Stores, Inc.     38,500       1,258,565    
    $ 2,559,845    
Tobacco — 1.0%  
Universal Corp., VA     17,000     $ 673,030    
    $ 673,030    
Trading Companies & Distributors — 1.2%  
Fastenal Co.     20,000     $ 805,200    
    $ 805,200    
Total Common Stocks
(identified cost $69,160,617)		   $ 68,465,761    
Total Investments — 98.6%
(identified cost $69,160,617)		   $ 68,465,761    
Other Assets, Less Liabilities — 1.4%   $ 949,175    
Net Assets — 100.0%   $ 69,414,936    

 

(1)  Non-income producing security.

See notes to financial statements
19



Tax-Managed Mid-Cap Core Portfolio as of October 31, 2008

FINANCIAL STATEMENTS

Statement of Assets and Liabilities

As of October 31, 2008

Assets  
Investments, at value (identified cost, $69,160,617)   $ 68,465,761    
Cash     976,153    
Dividends and interest receivable     68,063    
Total assets   $ 69,509,977    
Liabilities  
Payable to affiliate for investment adviser fee   $ 44,109    
Payable to affiliate for Trustees' fees     264    
Accrued expenses     50,668    
Total liabilities   $ 95,041    
Net Assets applicable to investors' interest in Portfolio   $ 69,414,936    
Sources of Net Assets  
Net proceeds from capital contributions and withdrawals   $ 70,109,792    
Net unrealized depreciation (computed on the basis of identified cost)     (694,856 )  
Total   $ 69,414,936    

 

Statement of Operations

For the Year Ended
October 31, 2008

Investment Income  
Dividends   $ 1,249,040    
Interest     11,760    
Total investment income   $ 1,260,800    
Expenses  
Investment adviser fee   $ 756,324    
Trustees' fees and expenses     5,513    
Custodian fee     68,888    
Legal and accounting services     24,085    
Miscellaneous     3,295    
Total expenses   $ 858,105    
Deduct —
Reduction of investment adviser fee		   $ 11,693    
Total expense reductions   $ 11,693    
Net expenses   $ 846,412    
Net investment income   $ 414,388    
Realized and Unrealized Gain (Loss)  
Net realized gain (loss) —
Investment transactions (identified cost basis)		   $ (1,072,222 )  
Net realized loss   $ (1,072,222 )  
Change in unrealized appreciation (depreciation) —
Investments (identified cost basis)		   $ (30,626,771 )  
Net change in unrealized appreciation (depreciation)   $ (30,626,771 )  
Net realized and unrealized loss   $ (31,698,993 )  
Net decrease in net assets from operations   $ (31,284,605 )  

 

See notes to financial statements
20


Tax-Managed Mid-Cap Core Portfolio as of October 31, 2008

FINANCIAL STATEMENTS CONT'D

Statements of Changes in Net Assets

Increase (Decrease)
in Net Assets		   Year Ended
October 31, 2008		   Year Ended
October 31, 2007		  
From operations —
Net investment income		   $ 414,388     $ 431,454    
Net realized gain (loss) from
investment transactions		     (1,072,222 )     8,082,328    
Net change in unrealized
appreciation (depreciation)  
of investments		     (30,626,771 )     8,326,667    
Net increase (decrease) in net assets
from operations		   $ (31,284,605 )   $ 16,840,449    
Capital transactions —
Contributions		   $ 5,183,135     $ 8,454,067    
Withdrawals     (14,648,201 )     (13,006,661 )  
Net decrease in net assets from
capital transactions		   $ (9,465,066 )   $ (4,552,594 )  
Net increase (decrease) in net assets   $ (40,749,671 )   $ 12,287,855    
Net Assets  
At beginning of year   $ 110,164,607     $ 97,876,752    
At end of year   $ 69,414,936     $ 110,164,607    

 

See notes to financial statements
21


Tax-Managed Mid-Cap Core Portfolio as of October 31, 2008

FINANCIAL STATEMENTS CONT'D

Supplementary Data

    Year Ended October 31,  
    2008   2007   2006   2005   2004  
Ratios/Supplemental Data  
Ratios (As a percentage of average daily net assets):                                          
Expenses(1)     0.90 %     0.90 %     0.91 %     0.91 %     0.93 %  
Net investment income (loss)     0.44 %     0.41 %     0.29 %     (0.11 )%     (0.15 )%  
Portfolio Turnover     40 %     38 %     55 %     53 %     42 %  
Total Return     (30.51 )%     17.79 %     13.85 %     10.54 %     6.43 %  
Net assets, end of year (000's omitted)   $ 69,415     $ 110,165     $ 97,877     $ 76,091     $ 67,130    

 

(1)  The investment adviser waived a portion of its investment adviser fee (equal to 0.01% for the year ended October 31, 2008 and less than 0.01% of average daily net assets for each of the years ended October 31, 2007, 2006, 2005 and 2004). A portion of the waiver was borne by the sub-adviser.

See notes to financial statements
22



Tax-Managed Mid-Cap Core Portfolio as of October 31, 2008

NOTES TO FINANCIAL STATEMENTS

1  Significant Accounting Policies

Tax-Managed Mid-Cap Core Portfolio (the Portfolio) is a New York trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as a diversified, open-end management investment company. The Portfolio's investment objective is to achieve long-term, after-tax returns by investing in a diversified portfolio of common stocks of mid-cap companies. The Declaration of Trust permits the Trustees to issue interests in the Portfolio. At October 31, 2008, Eaton Vance Tax-Managed Mid-Cap Core Fund and Eaton Vance Tax-Managed Equity Asset Allocation Fund held an interest of 35.7% and 64.3%, respectively, in the Portfolio.

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

A  Investment Valuation — Equity securities listed on a U.S. securities exchange generally are valued at the last sale price on the day of valuation or, if no sales took place on such date, at the mean between the closing bid and asked prices therefore on the exchange where such securities are principally traded. Equity securities listed on the NASDAQ Global or Global Select Market generally are valued at the NASDAQ official closing price. Unlisted or listed securities for which closing sales prices or closing quotations are not available are valued at the mean between the latest available bid and asked prices or, in the case of preferred equity securities that are not listed or traded in the over-the-counter market, by an independent pricing service. Short-term debt securities with a remaining maturity of sixty days or less are valued at amortized cost, which approximates market value. If short-term debt securities are acquired with a remaining maturity of more than sixty days, they will be valued by a pricing service. Investments for which valuations or market quotations are not readily available are valued at 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  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.

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

As of October 31, 2008, the Portfolio had no uncertain tax positions that would require financial statement recognition, de-recognition, or disclosure. Each of the Portfolio's federal tax returns filed in the 3-year period ended October 31, 2008 remains subject to examination by the Internal Revenue Service.

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

F  Use of Estimates — The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions 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. 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


23


Tax-Managed Mid-Cap Core Portfolio as of October 31, 2008

NOTES TO FINANCIAL STATEMENTS CONT'D

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.

2  Investment Adviser Fee and Other Transactions with Affiliates

The investment adviser fee is earned by Boston Management and Research (BMR), a subsidiary of Eaton Vance Management (EVM), as compensation for management and investment advisory services rendered to the Portfolio. The fee is computed at an annual rate of 0.80% of the Portfolio's average daily net assets up to $500 million and at reduced rates as daily net assets exceed that level, and is payable monthly. Pursuant to a sub-advisory agreement, BMR pays Atlanta Capital Management Company LLC (Atlanta Capital), an affiliate of EVM, a portion of its advisory fee for sub-advisory services provided to the Portfolio. For the year ended October 31, 2008, the adviser fee was 0.80% of the Portfolio's average daily net assets and amounted to $756,324. BMR has also agreed to reduce the investment adviser fee by an amount equal to that portion of commissions paid to broker dealers in execution of security transactions attributed to the Portfolio that is consideration for third-party research services. For the year ended October 31, 2008, BMR waived $11,693 of its adviser fee. Atlanta Capital, in turn, waived $11,693 of its sub-adviser fee.

Except for Trustees of the Portfolio who are not members of EVM's or BMR's organizations, officers and Trustees receive remuneration for their services to the Portfolio out of the investment adviser fee. Trustees of the Portfolio who are not affiliated with the investment adviser may elect to defer receipt of all or a percentage of their annual fees in accordance with the terms of the Trustees Deferred Compensation Plan. For the year ended October 31, 2008, 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 $37,555,699 and $47,870,507, respectively, for the year ended October 31, 2008.

4  Federal Income Tax Basis of Investments

The cost and unrealized appreciation (depreciation) of investments of the Portfolio at October 31, 2008, as determined on a federal income tax basis, were as follows:

Aggregate cost   $ 69,224,044    
Gross unrealized appreciation   $ 7,502,482    
Gross unrealized depreciation     (8,260,765 )  
Net unrealized depreciation   $ (758,283 )  

 

5  Line of Credit

The Portfolio participates with other portfolios and funds managed by EVM and its affiliates in a $450 million unsecured line of credit agreement with a group of banks. Borrowings are made by the Portfolio solely to facilitate the handling of unusual and/or unanticipated short-term cash requirements. Interest is charged to the Portfolio based on its borrowings at an amount above either the Eurodollar rate or Federal Funds rate. In addition, a fee computed at an annual rate of 0.10% on the daily unused portion of the line of credit is allocated among the participating portfolios and funds at the end of each quarter. The Portfolio did not have any significant borrowings or allocated fees during the year ended October 31, 2008.

6  Recently Issued Accounting Pronouncement

In September 2006, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 157 (FAS 157), "Fair Value Measurements". FAS 157 defines fair value, establishes a framework for measuring fair value in accordance with accounting principles generally accepted in the United States of America and expands disclosure about fair value measurements. FAS 157 is effective for fiscal years beginning after November 15, 2007. As of October 31, 2008, management does not believe the adoption of FAS 157 will impact the amounts reported in the financial statements; however, additional disclosures may be required about the inputs used to develop the measurements of fair value and the effect of certain of the measurements on changes in net assets for the period.


24



Tax-Managed Mid-Cap Core Portfolio as of October 31, 2008

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Trustees and Investors of
Tax-Managed Mid-Cap Core Portfolio:

We have audited the accompanying statement of assets and liabilities including the portfolio of investments, of Tax-Managed Mid-Cap Core Portfolio (the "Portfolio"), as of October 31, 2008, 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 five years in the period then ended. 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 audits.

We conducted our audits in accordance with 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. 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, 2008, by correspondence with the custodian. We believe that our audits provide 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 Mid-Cap Core Portfolio as of October 31, 2008, 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 supplementary data 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 15, 2008


25


Eaton Vance Tax-Managed Mid-Cap Core Fund
Tax-Managed Mid-Cap Core Portfolio

SPECIAL MEETING OF SHAREHOLDERS (Unaudited)

Eaton Vance Tax-Managed Mid-Cap Core Fund

The Fund held a Special Meeting of Shareholders on November 14, 2008 to elect Trustees. The results of the vote were as follows:

    Number of Shares  
Nominee for Trustee   For   Withheld  
Benjamin C. Esty     2,040,828       1,428    
Thomas E. Faust Jr.     2,040,828       1,428    
Allen R. Freedman     2,040,828       1,428    
William H. Park     2,039,499       2,757    
Ronald A. Pearlman     2,040,828       1,428    
Helen Frame Peters     2,040,828       1,428    
Heidi L. Steiger     2,040,828       1,428    
Lynn A. Stout     2,039,499       2,757    
Ralph F. Verni     2,039,728       2,527    

 

Each nominee was also elected a Trustee of the Portfolio.

Tax-Managed Mid-Cap Core Portfolio

The Portfolio held a Special Meeting of Interestholders on November 14, 2008 to elect Trustees. The results of the vote were as follows:

    Interest in the Portfolio  
Nominee for Trustee   For   Withheld  
Benjamin C. Esty     99 %     1 %  
Thomas E. Faust Jr.     99 %     1 %  
Allen R. Freedman     99 %     1 %  
William H. Park     99 %     1 %  
Ronald A. Pearlman     99 %     1 %  
Helen Frame Peters     99 %     1 %  
Heidi L. Steiger     99 %     1 %  
Lynn A. Stout     99 %     1 %  
Ralph F. Verni     99 %     1 %  

 

Results are rounded to the nearest whole number.


26


Eaton Vance Tax-Managed Mid-Cap Core Fund

BOARD OF TRUSTEES' ANNUAL APPROVAL OF THE INVESTMENT ADVISORY AGREEMENT

Overview of the Contract Review Process

The Investment Company Act of 1940, as amended (the "1940 Act"), provides, in substance, that each investment advisory agreement between a fund and its investment adviser will continue in effect from year to year only if its continuance is approved at least annually by the fund's board of trustees, including by a vote of a majority of the trustees who are not "interested persons" of the fund ("Independent Trustees"), cast in person at a meeting called for the purpose of considering such approval.

At a meeting of the Boards of Trustees (each a "Board") of the Eaton Vance group of mutual funds (the "Eaton Vance Funds") held on April 21, 2008, the Board, including a majority of the Independent Trustees, voted to approve continuation of existing advisory and sub-advisory agreements for the Eaton Vance Funds for an additional one-year period. In voting its approval, the Board relied upon the affirmative recommendation of the Contract Review Committee of the Board (formerly the Special Committee), which is a committee comprised exclusively of Independent Trustees. Prior to making its recommendation, the Contract Review Committee reviewed information furnished for a series of meetings of the Contract Review Committee held in February, March and April 2008. Such information included, among other things, the following:

Information about Fees, Performance and Expenses

•  An independent report comparing the advisory and related fees paid by each fund with fees paid by comparable funds;

•  An independent report comparing each fund's total expense ratio and its components to comparable funds;

•  An independent report comparing the investment performance of each fund to the investment performance of comparable funds over various time periods;

•  Data regarding investment performance in comparison to relevant peer groups of funds and appropriate indices;

•  Comparative information concerning fees charged by each adviser for managing other mutual funds and institutional accounts using investment strategies and techniques similar to those used in managing the fund;

•  Profitability analyses for each adviser with respect to each fund;

Information about Portfolio Management

•  Descriptions of the investment management services provided to each fund, including the investment strategies and processes employed, and any changes in portfolio management processes and personnel;

•  Information concerning the allocation of brokerage and the benefits received by each adviser as a result of brokerage allocation, including information concerning the acquisition of research through "soft dollar" benefits received in connection with the funds' brokerage, and the implementation of a soft dollar reimbursement program established with respect to the funds;

•  Data relating to portfolio turnover rates of each fund;

•  The procedures and processes used to determine the fair value of fund assets and actions taken to monitor and test the effectiveness of such procedures and processes;

Information about each Adviser

•  Reports detailing the financial results and condition of each adviser;

•  Descriptions of the qualifications, education and experience of the individual investment professionals whose responsibilities include portfolio management and investment research for the funds, and information relating to their compensation and responsibilities with respect to managing other mutual funds and investment accounts;

•  Copies of the Codes of Ethics of each adviser and its affiliates, together with information relating to compliance with and the administration of such codes;

•  Copies of or descriptions of each adviser's proxy voting policies and procedures;

•  Information concerning the resources devoted to compliance efforts undertaken by each adviser and its affiliates on behalf of the funds (including descriptions of various compliance programs) and their record of compliance with investment policies and restrictions, including policies with respect to market-timing, late trading and selective portfolio disclosure, and with policies on personal securities transactions;

•  Descriptions of the business continuity and disaster recovery plans of each adviser and its affiliates;


27


Eaton Vance Tax-Managed Mid-Cap Core Fund

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

Other Relevant Information

•  Information concerning the nature, cost and character of the administrative and other non-investment management services provided by Eaton Vance Management and its affiliates;

•  Information concerning management of the relationship with the custodian, subcustodians and fund accountants by each adviser or the funds' administrator; and

•  The terms of each advisory agreement.

In addition to the information identified above, the Contract Review Committee considered information provided from time to time by each adviser throughout the year at meetings of the Board and its committees. Over the course of the twelve-month period ended April 30, 2008, the Board met eleven times and the Contract Review Committee, the Audit Committee and the Governance Committee, each of which is a Committee comprised solely of Independent Trustees, met twelve, seven and five times, respectively. At such meetings, the Trustees received, among other things, presentations by the portfolio managers and other investment professionals of each adviser relating to the investment performance of each fund and the investment strategies used in pursuing the fund's investment objective. The Portfolio Management Committee and the Compliance Reports and Regulatory Matters Committee are newly established and did not meet during the twelve-month period ended April 30, 2008.

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

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

Results of the Process

Based on its consideration of the foregoing, and such other information as it deemed relevant, including the factors and conclusions described below, the Contract Review Committee concluded that the continuance of the investment advisory agreement of the Tax-Managed Mid-Cap Core Portfolio (the "Portfolio"), the portfolio in which the Eaton Vance Tax-Managed Mid-Cap Core Fund (the "Fund") invests, with Boston Management and Research (the "Adviser"), and the sub-advisory agreement with Atlanta Capital Management Company, LLC (the "Sub-adviser"), including their fee structures, is in the interests of shareholders and, therefore, the Contract Review Committee recommended to the Board approval of the respective agreements. The Board accepted the recommendation of the Contract Review Committee as well as the factors considered and conclusions reached by the Contract Review Committee with respect to the agreements. Accordingly, the Board, including a majority of the Independent Trustees, voted to approve continuation of the investment advisory agreement and sub-advisory agreement for the Portfolio.

Nature, Extent and Quality of Services

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

The Board considered the Adviser's and the Sub-adviser's management capabilities and investment process with respect to the types of investments held by the Portfolio, including the education, experience and number of its investment professionals and other personnel who provide portfolio management, investment research, and similar services to the Portfolio and whose responsibilities include supervising the Sub-adviser. The Board specifically noted the Adviser's in-house equity research capabilities. The Board also took into account the resources dedicated to portfolio management and other services, including the compensation paid to recruit and retain investment personnel, and the time and attention devoted to the Portfolio by senior management. With respect to the Sub-adviser, the Board took into account the resources available to the Sub-adviser in fulfilling its duties under the sub-advisory agreement and the Sub-adviser's experience in managing equity portfolios.

The Board also reviewed the compliance programs of the Adviser and relevant affiliates thereof, including the Sub-adviser. Among other matters, the Board considered compliance and reporting matters relating to personal trading by investment personnel, selective disclosure of portfolio holdings, late trading, frequent trading, portfolio valuation, business continuity and the allocation of investment


28


Eaton Vance Tax-Managed Mid-Cap Core Fund

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

opportunities. The Board also evaluated the responses of the Adviser and its affiliates to requests from regulatory authorities such as the Securities and Exchange Commission.

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

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

Fund Performance

The Board compared the Fund's investment performance to a relevant universe of similarly managed funds identified by an independent data provider and appropriate benchmark indices. The Board reviewed comparative performance data for the one-, three- and five-year periods ended September 30, 2007 for the Fund. The Board noted that action was taken during 2006 and 2007 to improve the performance of the Fund and concluded that such actions were effective in improving the Fund's performance since that time.

Management Fees and Expenses

The Board reviewed contractual investment advisory fee rates, including any administrative fee rates, payable by the Portfolio and the Fund (referred to collectively as "management fees"). As part of its review, the Board considered the management fees (including administrative fees) and the Fund's total expense ratio for the year ended September 30, 2007, as compared to a group of similarly managed funds selected by an independent data provider. The Board considered the fact that the Administrator waived fees and/or paid expenses for the Fund and had agreed to waive fees and/or pay expenses in an additional amount for the next two years.

After reviewing the foregoing information, and in light of the nature, extent and quality of the services provided by the Adviser, the Board concluded that the management fees charged for advisory and related services and the Fund's total expense ratio are reasonable.

Profitability

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

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

Economies of Scale

In reviewing management fees and profitability, the Board also considered the extent to which the Adviser and its affiliates, on the one hand, and the Fund, on the other hand, can expect to realize benefits from economies of scale as the assets of the Fund and the Portfolio increase. The Board acknowledged the difficulty in accurately measuring the benefits resulting from the economies of scale with respect to the management of any specific fund or group of funds. The Board reviewed data summarizing the increases and decreases in the assets of the Fund and of all Eaton Vance Funds as a group over various time periods, and evaluated the extent to which the total expense ratio of the Fund and the profitability of the Adviser and its affiliates may have been affected by such increases or decreases. Based upon the foregoing, the Board concluded that the benefits from economies of scale are currently being shared equitably by the Adviser and its affiliates and the Fund. The Board also concluded that, assuming reasonably foreseeable increases in the assets of the Portfolio, the structure of the advisory fee, which includes breakpoints at several asset levels, can be expected to cause the Adviser and its affiliates and the Fund to continue to share such benefits equitably.


29


Eaton Vance Tax-Managed Mid-Cap Core Fund

MANAGEMENT AND ORGANIZATION

Fund Management. The Trustees of Eaton Vance Mutual Funds Trust (the Trust) and Tax-Managed Mid-Cap Core 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, "Parametric" refers to Parametric Portfolio Associates, "EVD" refers to Eaton Vance Distributors, Inc. and "Atlanta Capital" refers to Atlanta Capital Management Company, 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 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.

Date of Birth   Position(s)
with the
Name and
the Portfolio		   Term of
Office and
Trust and
Service		   Length of
During Past Five Years		   Number of Portfolios
in Fund Complex
Principal Occupation(s)
Trustee(1) 		   Overseen By
Other Directorships Held		  
Interested Trustee                          
Thomas E. Faust Jr.
5/31/58		   Trustee of the Trust and Portfolio, President of the Trust and Vice President of the Portfolio   Trustee since 2007, President of the Trust since 2002 and Vice President of the Portfolio since 2001   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. Trustee and/or Officer of 173 registered investment companies and 4 private companies managed by EVM or BMR. Mr. Faust is an interested person because of his positions with EVM, BMR, EVD, EVC and EV, which are affiliates of the Trust and Portfolio.     173     Director of EVC  
Noninterested Trustees                          
Benjamin C. Esty 1/2/63   Trustee   Since 2005   Roy and Elizabeth Simmons Professor of Business Administration, Harvard University Graduate School of Business Administration.     173     None  
Allen R. Freedman 4/3/40   Trustee   Since 2007   Former Chairman (2002-2004) and a Director (1983-2004) of Systems & Computer Technology Corp. (provider of software to higher education). Formerly, a Director of Loring Ward International (fund distributor) (2005-2007). Formerly, Chairman and a Director of Indus International Inc. (provider of enterprise management software to the power generating industry) (2005-2007).     173     Director of Assurant, Inc. and Stonemor Partners L.P. (owner and operator of cemeteries)  
William H. Park 9/19/47   Trustee   Since 2003   Vice Chairman, Commercial Industrial Finance Corp. (specialty finance company) (since 2006). Formerly, President and Chief Executive Officer, Prizm Capital Management, LLC (investment management firm) (2002-2005).     173     None  
Ronald A. Pearlman 7/10/40   Trustee   Since 2003   Professor of Law, Georgetown University Law Center.     173     None  
Helen Frame Peters 3/22/48   Trustee   Since 2008   Professor of Finance, Carroll School of Management, Boston College (since 2003). Adjunct Professor of Finance, Peking University, Beijing, China (since 2005). Formerly, Dean, Carroll School of Management, Boston College (2000-2003).     173     Director of Federal Home Loan Bank of Boston (a bank for banks) and BJ's Wholesale Clubs (wholesale club retailer); Trustee of SPDR Index Shares Funds and SPDR Series Trust (exchange traded funds)  

 


30


Eaton Vance Tax-Managed Mid-Cap Core Fund

MANAGEMENT AND ORGANIZATION CONT'D

Date of Birth   Position(s)
with the
Name and
the Portfolio		   Term of
Office and
Trust and
Service		   Length of
During Past Five Years		   Number of Portfolios
in Fund Complex
Principal Occupation(s)
Trustee(1) 		   Overseen By
Other Directorships Held		  
Noninterested Trustees (continued)                          
Heidi L. Steiger 7/8/53   Trustee   Since 2007   Managing Partner, Topridge Associates LLC (global wealth management firm) (since 2008); Senior Advisor (since 2008), President (2005-2008), Lowenhaupt Global Advisors, LLC (global wealth management firm). Formerly, President and Contributing Editor, Worth Magazine (2004-2005). Formerly, Executive Vice President and Global Head of Private Asset Management (and various other positions), Neuberger Berman (investment firm) (1986-2004).     173     Director of Nuclear Electric Insurance Ltd. (nuclear insurance provider) and Aviva USA (insurance provider)  
Lynn A. Stout 9/14/57   Trustee   Of the Trust since 1998 and of the Portfolio since 2001   Paul Hastings Professor of Corporate and Securities Law (since 2006) and Professor of Law (2001-2006), University of California at Los Angeles School of Law.     173     None  
Ralph F. Verni 1/26/43   Chairman of the Board and Trustee   Chairman of the Board since 2007 and Trustee since 2005   Consultant and private investor.     173     None  

 

Principal Officers who are not Trustees              
Name and
Date of Birth		   Position(s)
with the
Trust and
the Portfolio 		  Term of
Office and
Length of
Service		   Principal Occupation(s)
During Past Five Years		  
William H. Ahern, Jr. 7/28/59   Vice President of the Trust   Since 1995   Vice President of EVM and BMR. Officer of 75 registered investment companies managed by EVM or BMR.  
John R. Baur 2/10/70   Vice President of the Trust   Since 2007   Vice President of EVM and BMR. Previously, attended Johnson Graduate School of Management, Cornell University (2002-2005), and prior thereto he was an Account Team Representative in Singapore for Applied Materials, Inc. Officer of 33 registered investment companies managed by EVM or BMR.  
William O. Bell, IV 7/26/73   Vice President of the Portfolio   Since 2005   Vice President of Atlanta Capital. Officer of 2 registered investment companies managed by EVM or BMR.  
Michael A. Cirami 12/24/75   Vice President of the Trust   Since 2007   Vice President of EVM and BMR. Previously, attended the University of Rochester William E. Simon Graduate School of Business Administration (2001-2003), and prior thereto he was a Team Leader for the Institutional Services Group for State Street Bank in Luxembourg. Officer of 33 registered investment companies managed by EVM or BMR.  
Cynthia J. Clemson 3/2/63   Vice President of the Trust   Since 2005   Vice President of EVM and BMR. Officer of 90 registered investment companies managed by EVM or BMR.  
Charles B. Gaffney 12/4/72   Vice President of the Trust   Since 2007   Vice President of EVM and BMR. Previously, Sector Portfolio Manager and Senior Equity Analyst of Brown Brothers Harriman (1997-2003). Officer of 30 registered investment companies managed by EVM or BMR.  
William R. Hackney, III 4/12/48   Vice President of the Portfolio   Since 2001   Managing Partner and member of the Executive Committee of Atlanta Capital. Officer of 2 registered investment companies managed by EVM or BMR.  
Marilyn Robinson Irvin 6/17/58   Vice President of the Portfolio   Since 2005   Senior Vice President and Principal of Atlanta Capital. Officer of 2 registered investment companies managed by EVM or BMR.  
Christine M. Johnston 11/9/72   Vice President of the Trust   Since 2007   Vice President of EVM and BMR. Officer of 35 registered investment companies managed by EVM or BMR.  

 


31


Eaton Vance Tax-Managed Mid-Cap Core Fund

MANAGEMENT AND ORGANIZATION CONT'D

Name and
Date of Birth		   Position(s)
with the
Trust and
the Portfolio 		  Term of
Office and
Length of
Service		   Principal Occupation(s)
During Past Five Years		  
Principal Officers who are not Trustees (continued)              
Aamer Khan
6/7/60		   Vice President of the Trust   Since 2005   Vice President of EVM and BMR. Officer of 33 registered investment companies managed by EVM or BMR.  
Thomas H. Luster 4/8/62   Vice President of the Trust   Since 2006   Vice President of EVM and BMR. Officer of 51 registered investment companies managed by EVM or BMR.  
Robert B. MacIntosh 1/22/57   Vice President of the Trust   Since 1998   Vice President of EVM and BMR. Officer of 90 registered investment companies managed by EVM or BMR.  
Duncan W. Richardson 10/26/57   Vice President of the Trust and President of the Portfolio   Vice President of the Trust since 2001 and President of the Portfolio since 2007   Executive Vice President and Chief Equity Investment Officer of EVC, EVM and BMR. Officer of 81 registered investment companies managed by EVM or BMR.  
Judith A. Saryan 8/21/54   Vice President of the Trust   Since 2003   Vice President of EVM and BMR. Officer of 55 registered investment companies managed by EVM or BMR.  
Susan Schiff 3/13/61   Vice President of the Trust   Since 2002   Vice President of EVM and BMR. Officer of 36 registered investment companies managed by EVM or BMR.  
Thomas Seto 9/27/62   Vice President of the Trust   Since 2007   Vice President and Director of Portfolio Management of Parametric. Officer of 31 registered investment companies managed by EVM or BMR.  
David M. Stein 5/4/51   Vice President of the Trust   Since 2007   Managing Director and Chief Investment Officer of Parametric. Officer of 31 registered investment companies managed by EVM or BMR.  
Mark S. Venezia 5/23/49   Vice President of the Trust   Since 2007   Vice President of EVM and BMR. Officer of 36 registered investment companies managed by EVM or BMR.  
Adam A. Weigold 3/22/75   Vice President of the Trust   Since 2007   Vice President of EVM and BMR. Officer of 71 registered investment companies managed by EVM or BMR.  
Barbara E. Campbell 6/19/57   Treasurer   Of the Trust since 2005
and of the Portfolio
since 2008(2)		   Vice President of EVM and BMR. Officer of 173 registered investment companies managed by EVM or BMR.  
Maureen A. Gemma 5/24/60   Secretary and Chief Legal Officer   Secretary since 2007 and Chief Legal Officer since 2008   Vice President of EVM and BMR. Officer of 173 registered investment companies managed by EVM or BMR.  
Paul M. O'Neil 7/11/53   Chief Compliance Officer   Since 2004   Vice President of EVM and BMR. Officer of 173 registered investment companies managed by EVM or BMR.  

 

(1)  Includes both master and feeder funds in a master-feeder structure.

(2)  Prior to 2008, Ms. Campbell served as Assistant Treasurer of the Portfolio since 2001.

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.


32



Investment Adviser of Tax-Managed Mid-Cap Core Portfolio
Boston Management and Research

The Eaton Vance Building
255 State Street
Boston, MA 02109

Sub-Adviser of Tax-Managed Mid-Cap Core Portfolio
Atlanta Capital Management Company LLC

1349 West Peachtree Street
Suite 1600
Atlanta, GA 30309

Administrator of Eaton Vance Tax-Managed Mid-Cap Core Fund
Eaton Vance Management

The Eaton Vance Building
255 State Street
Boston, MA 02109

Principal Underwriter
Eaton Vance Distributors, Inc.

The Eaton Vance Building
255 State Street
Boston, MA 02109
(617) 482-8260

Custodian
State Street Bank and Trust Company

200 Clarendon Street
Boston, MA 02116

Transfer Agent
PNC Global Investing Services

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

Eaton Vance Tax-Managed Mid-Cap Core Fund
The Eaton Vance Building
255 State Street
Boston, MA 02109

This report must be preceded or accompanied by a current prospectus. Before investing, investors should consider carefully the Fund's investment
objective, risks, and charges and expenses. The Fund's current prospectus contains this and other information about the Fund and is available
through your financial advisor. Please read the prospectus carefully before you invest or send money. For further information please call 1-800-262-1122.


1301-12/08  TMMCCSRC



 

Item 2. Code of Ethics

 

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

 

Item 3. Audit Committee Financial Expert

 

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

 

Item 4. Principal Accountant Fees and Services

 

(a)-(d)

 

The following table presents the aggregate fees billed to the registrant for the fiscal period from inception to October 31, 2007 and the fiscal year ended October 31, 2008 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

 

10/31/2007

 

10/31/2008

 

 

 

 

 

 

 

Audit Fees

 

$

23,790

 

$

22,655

 

 

 

 

 

 

 

Audit-Related Fees(1)

 

$

0

 

$

0

 

 

 

 

 

 

 

Tax Fees(2)

 

$

5,961

 

$

6,170

 

 

 

 

 

 

 

All Other Fees(3)

 

$

0

 

$

91

 

 

 

 

 

 

 

Total

 

$

29,751

 

$

28,916

 

 

(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 tax related compliance/planning matters.

(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.

 

For the fiscal years ended October 31, 2007 and October 31, 2008, the registrant was billed $35,000 and $40,000, respectively, by D&T the principal accountant for the registrant, for work done in connection with its Rule 17Ad-13 examination of Eaton Vance 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 registrant’s fiscal years ended October 31, 2007 and October 31, 2008; 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 same time periods.

 

Fiscal Years Ended

 

10/31/2007

 

10/31/2008

 

 

 

 

 

 

 

Registrant

 

$

5,961

 

$

6,261

 

 

 

 

 

 

 

Eaton Vance(1)

 

$

286,446

 

$

317,301

 

 

(1)Certain subsidiaries of Eaton Vance Corp. provide ongoing services to the registrant.

 

(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. Portfolio Managers of Closed-End Management Investment Companies

 

Not required in this filing.

 


 

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

 

Not required in this filing.

 

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

 

No Material Changes

 

Item 11. Controls and Procedures

 

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

 

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

 

Item 12. Exhibits

 

(a)(1)

Registrant’s Code of Ethics - Not applicable (please see Item 2).

(a)(2)(i)

Treasurer’s Section 302 certification.

(a)(2)(ii)

President’s Section 302 certification.

(b)

Combined Section 906 certification.

 


 

Signatures

 

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

 

Tax-Managed Mid-Cap Core Portfolio

 

 

By:

/s/ Duncan W. Richardson

 

 

 

Duncan W. Richardson

 

President

 

 

 

 

 

December 15, 2008

 

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

 

 

By:

/s/ Barbara E. Campbell

 

 

Barbara E. Campbell

 

Treasurer

 

 

 

 

 

December 15, 2008

 

 

By:

/s/ Duncan W. Richardson

 

 

Duncan W. Richardson

 

President

 

 

 

 

 

December 15, 2008