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: 811-09915
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
(Registrants Telephone Number)
December 31
Date of Fiscal Year End
June 30, 2011
Date of Reporting Period
Item 1. Reports to Stockholders
Small-Cap
Portfolio
June 30, 2011
Portfolio
of Investments (Unaudited)
|
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Common Stocks 97.5%
|
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Security
|
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Shares
|
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Value
|
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|
|
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Aerospace &
Defense 1.9%
|
|
Aerovironment,
Inc.(1)
|
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|
115,440
|
|
|
$
|
4,080,804
|
|
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|
|
|
|
|
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$
|
4,080,804
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|
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|
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Auto
Components 2.3%
|
|
Dana Holding
Corp.(1)
|
|
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64,720
|
|
|
$
|
1,184,376
|
|
|
|
Tenneco,
Inc.(1)
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85,040
|
|
|
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3,747,713
|
|
|
|
|
|
|
|
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$
|
4,932,089
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Building
Products 3.1%
|
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A.O. Smith Corp.
|
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|
41,090
|
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|
$
|
1,738,107
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|
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|
Armstrong World Industries, Inc.
|
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37,520
|
|
|
|
1,709,411
|
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Trex Co.,
Inc.(1)
|
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134,970
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3,304,066
|
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$
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6,751,584
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Capital
Markets 3.8%
|
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Lazard, Ltd., Class A
|
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90,270
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$
|
3,349,017
|
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MF Global Holdings,
Ltd.(1)
|
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|
445,920
|
|
|
|
3,451,421
|
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|
Stifel Financial
Corp.(1)
|
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44,420
|
|
|
|
1,592,901
|
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|
|
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|
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$
|
8,393,339
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Chemicals 3.4%
|
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Kraton Performance Polymers,
Inc.(1)
|
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105,190
|
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$
|
4,120,292
|
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LSB Industries,
Inc.(1)
|
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|
75,720
|
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|
3,249,903
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$
|
7,370,195
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Commercial
Banks 4.2%
|
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PrivateBancorp, Inc.
|
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|
113,540
|
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$
|
1,566,852
|
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SVB Financial
Group(1)
|
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59,200
|
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3,534,832
|
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Texas Capital Bancshares,
Inc.(1)
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70,410
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1,818,690
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Webster Financial Corp.
|
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112,210
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2,358,654
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$
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9,279,028
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Commercial Services &
Supplies 1.9%
|
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Team,
Inc.(1)
|
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169,251
|
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$
|
4,084,027
|
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$
|
4,084,027
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Communications
Equipment 3.3%
|
|
Brocade Communications Systems,
Inc.(1)
|
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|
620,390
|
|
|
$
|
4,007,719
|
|
|
|
Sycamore Networks, Inc.
|
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|
146,590
|
|
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3,260,162
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$
|
7,267,881
|
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Computers &
Peripherals 1.9%
|
|
Quantum
Corp.(1)
|
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1,264,110
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|
$
|
4,171,563
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$
|
4,171,563
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Construction &
Engineering 1.6%
|
|
MYR Group,
Inc./Delaware(1)
|
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|
146,820
|
|
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$
|
3,435,588
|
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$
|
3,435,588
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Distributors 1.8%
|
|
LKQ
Corp.(1)
|
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155,400
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|
$
|
4,054,386
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$
|
4,054,386
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|
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|
|
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Electronic Equipment, Instruments
& Components 3.2%
|
|
Elster Group SE
ADR(1)
|
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|
116,990
|
|
|
$
|
1,916,296
|
|
|
|
Itron,
Inc.(1)
|
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|
33,270
|
|
|
|
1,602,283
|
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|
National Instruments Corp.
|
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|
118,545
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|
3,519,601
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$
|
7,038,180
|
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Energy Equipment &
Services 1.5%
|
|
Tidewater, Inc.
|
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|
59,230
|
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$
|
3,187,166
|
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$
|
3,187,166
|
|
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Food Products 2.8%
|
|
Corn Products International, Inc.
|
|
|
70,180
|
|
|
$
|
3,879,550
|
|
|
|
Mead Johnson Nutrition Co., Class A
|
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|
34,254
|
|
|
|
2,313,858
|
|
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$
|
6,193,408
|
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|
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Gas Utilities 1.6%
|
|
New Jersey Resources Corp.
|
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|
76,240
|
|
|
$
|
3,401,066
|
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$
|
3,401,066
|
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|
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Health Care Equipment &
Supplies 4.9%
|
|
Analogic Corp.
|
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|
64,070
|
|
|
$
|
3,369,441
|
|
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|
Orthofix International
NV(1)
|
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|
89,370
|
|
|
|
3,795,544
|
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West Pharmaceutical Services, Inc.
|
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80,165
|
|
|
|
3,508,021
|
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$
|
10,673,006
|
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Health Care Providers &
Services 5.4%
|
|
Catalyst Health Solutions,
Inc.(1)
|
|
|
63,947
|
|
|
$
|
3,569,522
|
|
|
|
MEDNAX,
Inc.(1)
|
|
|
54,050
|
|
|
|
3,901,869
|
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|
|
Owens & Minor, Inc.
|
|
|
64,020
|
|
|
|
2,208,050
|
|
|
|
Team Health Holdings,
Inc.(1)
|
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|
94,730
|
|
|
|
2,132,372
|
|
|
|
|
|
|
|
|
|
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$
|
11,811,813
|
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|
See Notes to
Financial Statements.
18
Small-Cap
Portfolio
June 30, 2011
Portfolio
of Investments (Unaudited) continued
|
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Security
|
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Shares
|
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Value
|
|
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Hotels, Restaurants &
Leisure 3.1%
|
|
Six Flags Entertainment Corp.
|
|
|
105,380
|
|
|
$
|
3,946,481
|
|
|
|
WMS Industries,
Inc.(1)
|
|
|
94,570
|
|
|
|
2,905,190
|
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$
|
6,851,671
|
|
|
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Household
Durables 2.2%
|
|
Tempur-Pedic International,
Inc.(1)
|
|
|
70,940
|
|
|
$
|
4,811,151
|
|
|
|
|
|
|
|
|
|
|
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$
|
4,811,151
|
|
|
|
|
|
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Household
Products 1.7%
|
|
Church & Dwight Co., Inc.
|
|
|
91,690
|
|
|
$
|
3,717,113
|
|
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|
|
|
|
|
|
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|
|
$
|
3,717,113
|
|
|
|
|
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|
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Insurance 2.4%
|
|
Allied World Assurance Co. Holdings, Ltd.
|
|
|
56,590
|
|
|
$
|
3,258,452
|
|
|
|
Hanover Insurance Group, Inc. (The)
|
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|
51,060
|
|
|
|
1,925,473
|
|
|
|
|
|
|
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|
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$
|
5,183,925
|
|
|
|
|
|
|
|
Life Sciences Tools &
Services 1.7%
|
|
Bruker
Corp.(1)
|
|
|
182,690
|
|
|
$
|
3,719,568
|
|
|
|
|
|
|
|
|
|
|
|
$
|
3,719,568
|
|
|
|
|
|
|
|
Machinery 6.5%
|
|
Astec Industries,
Inc.(1)
|
|
|
97,114
|
|
|
$
|
3,591,276
|
|
|
|
RBC Bearings,
Inc.(1)
|
|
|
98,720
|
|
|
|
3,727,667
|
|
|
|
Tennant Co.
|
|
|
89,400
|
|
|
|
3,569,742
|
|
|
|
Valmont Industries, Inc.
|
|
|
34,870
|
|
|
|
3,361,119
|
|
|
|
|
|
|
|
|
|
|
|
$
|
14,249,804
|
|
|
|
|
|
|
|
Marine 0.8%
|
|
Kirby
Corp.(1)
|
|
|
32,050
|
|
|
$
|
1,816,274
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1,816,274
|
|
|
|
|
|
|
|
Media 3.4%
|
|
IMAX
Corp.(1)
|
|
|
111,190
|
|
|
$
|
3,605,892
|
|
|
|
John Wiley & Sons, Inc., Class A
|
|
|
71,800
|
|
|
|
3,734,318
|
|
|
|
|
|
|
|
|
|
|
|
$
|
7,340,210
|
|
|
|
|
|
|
|
Metals &
Mining 1.5%
|
|
Compass Minerals International, Inc.
|
|
|
39,090
|
|
|
$
|
3,364,476
|
|
|
|
|
|
|
|
|
|
|
|
$
|
3,364,476
|
|
|
|
|
|
|
|
Multiline
Retail 3.1%
|
|
Big Lots,
Inc.(1)
|
|
|
95,920
|
|
|
$
|
3,179,748
|
|
|
|
Freds, Inc.
|
|
|
254,220
|
|
|
|
3,668,395
|
|
|
|
|
|
|
|
|
|
|
|
$
|
6,848,143
|
|
|
|
|
|
|
|
Oil, Gas & Consumable
Fuels 7.6%
|
|
Brigham Exploration
Co.(1)
|
|
|
123,260
|
|
|
$
|
3,689,172
|
|
|
|
Cabot Oil & Gas Corp.
|
|
|
84,660
|
|
|
|
5,613,804
|
|
|
|
James River Coal
Co.(1)
|
|
|
166,690
|
|
|
|
3,470,486
|
|
|
|
Rosetta Resources,
Inc.(1)
|
|
|
37,630
|
|
|
|
1,939,450
|
|
|
|
SM Energy Co.
|
|
|
26,700
|
|
|
|
1,961,916
|
|
|
|
|
|
|
|
|
|
|
|
$
|
16,674,828
|
|
|
|
|
|
|
|
Professional
Services 1.3%
|
|
Kelly Services, Inc.,
Class A(1)
|
|
|
166,692
|
|
|
$
|
2,750,418
|
|
|
|
|
|
|
|
|
|
|
|
$
|
2,750,418
|
|
|
|
|
|
|
|
Real Estate Investment Trusts
(REITs) 3.1%
|
|
American Campus Communities, Inc.
|
|
|
100,880
|
|
|
$
|
3,583,258
|
|
|
|
PS Business Parks, Inc.
|
|
|
59,729
|
|
|
|
3,291,068
|
|
|
|
|
|
|
|
|
|
|
|
$
|
6,874,326
|
|
|
|
|
|
|
|
Real Estate Management &
Development 1.6%
|
|
Forestar Real Estate Group,
Inc.(1)
|
|
|
207,319
|
|
|
$
|
3,406,251
|
|
|
|
|
|
|
|
|
|
|
|
$
|
3,406,251
|
|
|
|
|
|
|
|
Semiconductors & Semiconductor
Equipment 4.7%
|
|
Cirrus Logic,
Inc.(1)
|
|
|
204,150
|
|
|
$
|
3,245,985
|
|
|
|
Cypress Semiconductor
Corp.(1)
|
|
|
158,850
|
|
|
|
3,358,089
|
|
|
|
Veeco Instruments,
Inc.(1)
|
|
|
76,870
|
|
|
|
3,721,277
|
|
|
|
|
|
|
|
|
|
|
|
$
|
10,325,351
|
|
|
|
|
|
|
|
Software 3.2%
|
|
Mentor Graphics
Corp.(1)
|
|
|
258,880
|
|
|
$
|
3,316,253
|
|
|
|
Parametric Technology
Corp.(1)
|
|
|
158,790
|
|
|
|
3,641,054
|
|
|
|
|
|
|
|
|
|
|
|
$
|
6,957,307
|
|
|
|
|
|
|
|
Thrifts & Mortgage
Finance 1.0%
|
|
BankUnited, Inc.
|
|
|
85,970
|
|
|
$
|
2,281,644
|
|
|
|
|
|
|
|
|
|
|
|
$
|
2,281,644
|
|
|
|
|
|
|
|
|
Total Common Stocks
|
|
|
(identified cost $176,431,846)
|
|
$
|
213,297,583
|
|
|
|
|
|
See Notes to
Financial Statements.
19
Small-Cap
Portfolio
June 30, 2011
Portfolio
of Investments (Unaudited) continued
|
|
|
|
|
|
|
|
|
|
|
Short-Term Investments 2.2%
|
|
|
|
Interest
|
|
|
|
|
|
|
Description
|
|
(000s omitted)
|
|
|
Value
|
|
|
|
|
|
Eaton Vance Cash Reserves Fund, LLC,
0.11%(2)
|
|
$
|
4,808
|
|
|
$
|
4,808,165
|
|
|
|
|
|
|
|
|
Total Short-Term Investments
|
|
|
(identified cost $4,808,165)
|
|
$
|
4,808,165
|
|
|
|
|
|
|
|
|
Total Investments 99.7%
|
|
|
(identified cost $181,240,011)
|
|
$
|
218,105,748
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Assets, Less
Liabilities 0.3%
|
|
$
|
645,171
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Assets 100.0%
|
|
$
|
218,750,919
|
|
|
|
|
|
The percentage shown for each investment category in the
Portfolio of Investments is based on net assets.
|
|
|
ADR
|
|
- American Depositary Receipt
|
|
|
|
(1) |
|
Non-income producing security. |
|
(2) |
|
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 June 30, 2011. |
See Notes to
Financial Statements.
20
Small-Cap
Portfolio
June 30, 2011
Statement
of Assets and Liabilities (Unaudited)
|
|
|
|
|
|
|
Assets
|
|
June 30, 2011
|
|
|
|
Unaffiliated investments, at value (identified cost,
$176,431,846)
|
|
$
|
213,297,583
|
|
|
|
Affiliated investment, at value (identified cost, $4,808,165)
|
|
|
4,808,165
|
|
|
|
Dividends receivable
|
|
|
94,551
|
|
|
|
Interest receivable from affiliated investment
|
|
|
405
|
|
|
|
Receivable for investments sold
|
|
|
727,900
|
|
|
|
|
|
Total assets
|
|
$
|
218,928,604
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities
|
|
Payable to affiliates:
|
|
|
|
|
|
|
Investment adviser fee
|
|
$
|
133,412
|
|
|
|
Trustees fees
|
|
|
1,720
|
|
|
|
Accrued expenses
|
|
|
42,553
|
|
|
|
|
|
Total liabilities
|
|
$
|
177,685
|
|
|
|
|
|
Net Assets applicable to investors interest in
Portfolio
|
|
$
|
218,750,919
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sources of Net Assets
|
|
Net proceeds from capital contributions and withdrawals
|
|
$
|
181,885,182
|
|
|
|
Net unrealized appreciation
|
|
|
36,865,737
|
|
|
|
|
|
Total
|
|
$
|
218,750,919
|
|
|
|
|
|
See Notes to
Financial Statements.
21
Small-Cap
Portfolio
June 30, 2011
Statement
of Operations (Unaudited)
|
|
|
|
|
|
|
|
|
Six Months Ended
|
|
|
Investment Income
|
|
June 30, 2011
|
|
|
|
Dividends (net of foreign taxes, $2,438)
|
|
$
|
609,091
|
|
|
|
Interest allocated from affiliated investment
|
|
|
8,461
|
|
|
|
Expenses allocated from affiliated investment
|
|
|
(584
|
)
|
|
|
|
|
Total investment income
|
|
$
|
616,968
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses
|
|
Investment adviser fee
|
|
$
|
817,820
|
|
|
|
Trustees fees and expenses
|
|
|
3,722
|
|
|
|
Custodian fee
|
|
|
52,414
|
|
|
|
Legal and accounting services
|
|
|
21,017
|
|
|
|
Miscellaneous
|
|
|
2,851
|
|
|
|
|
|
Total expenses
|
|
$
|
897,824
|
|
|
|
|
|
Deduct
|
|
|
|
|
|
|
Reduction of custodian fee
|
|
$
|
19
|
|
|
|
|
|
Total expense reductions
|
|
$
|
19
|
|
|
|
|
|
|
|
|
|
|
|
|
Net expenses
|
|
$
|
897,805
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment loss
|
|
$
|
(280,837
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Realized and Unrealized Gain (Loss)
|
|
Net realized gain (loss)
|
|
|
|
|
|
|
Investment transactions
|
|
$
|
20,803,804
|
|
|
|
Investment transactions allocated from affiliated investment
|
|
|
240
|
|
|
|
Foreign currency transactions
|
|
|
405
|
|
|
|
|
|
Net realized gain
|
|
$
|
20,804,449
|
|
|
|
|
|
Change in unrealized appreciation (depreciation)
|
|
|
|
|
|
|
Investments
|
|
$
|
(8,430,518
|
)
|
|
|
Foreign currency
|
|
|
(1,040
|
)
|
|
|
|
|
Net change in unrealized appreciation (depreciation)
|
|
$
|
(8,431,558
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Net realized and unrealized gain
|
|
$
|
12,372,891
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase in net assets from operations
|
|
$
|
12,092,054
|
|
|
|
|
|
See Notes to
Financial Statements.
22
Small-Cap
Portfolio
June 30, 2011
Statements
of Changes in Net Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended
|
|
|
|
|
|
|
June 30, 2011
|
|
Year Ended
|
|
|
Increase (Decrease)
in Net Assets
|
|
(Unaudited)
|
|
December 31, 2010
|
|
|
|
From operations
|
|
|
|
|
|
|
|
|
|
|
Net investment loss
|
|
$
|
(280,837
|
)
|
|
$
|
(672,040
|
)
|
|
|
Net realized gain from investment and foreign currency
transactions and capital gain distributions received
|
|
|
20,804,449
|
|
|
|
12,723,027
|
|
|
|
Net change in unrealized appreciation (depreciation) from
investments and foreign currency
|
|
|
(8,431,558
|
)
|
|
|
27,253,507
|
|
|
|
|
|
Net increase in net assets from operations
|
|
$
|
12,092,054
|
|
|
$
|
39,304,494
|
|
|
|
|
|
Capital transactions
|
|
|
|
|
|
|
|
|
|
|
Contributions
|
|
$
|
28,745,686
|
|
|
$
|
77,388,719
|
|
|
|
Withdrawals
|
|
|
(17,168,844
|
)
|
|
|
(23,507,496
|
)
|
|
|
|
|
Net increase in net assets from capital transactions
|
|
$
|
11,576,842
|
|
|
$
|
53,881,223
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase in net assets
|
|
$
|
23,668,896
|
|
|
$
|
93,185,717
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Assets
|
|
At beginning of period
|
|
$
|
195,082,023
|
|
|
$
|
101,896,306
|
|
|
|
|
|
At end of period
|
|
$
|
218,750,919
|
|
|
$
|
195,082,023
|
|
|
|
|
|
See Notes to
Financial Statements.
23
Small-Cap
Portfolio
June 30, 2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended
|
|
Year Ended December 31,
|
|
|
|
|
June 30, 2011
|
|
|
Ratios/Supplemental
Data
|
|
(Unaudited)
|
|
2010
|
|
2009
|
|
2008
|
|
2007
|
|
2006
|
|
|
|
Ratios (as a percentage of average daily net assets):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses(1)
|
|
|
0.83
|
%(2)
|
|
|
0.85
|
%
|
|
|
0.88
|
%
|
|
|
0.97
|
%
|
|
|
0.97
|
%
|
|
|
1.07
|
%(3)
|
|
|
Net investment loss
|
|
|
(0.26
|
)%(2)
|
|
|
(0.42
|
)%
|
|
|
(0.29
|
)%
|
|
|
(0.20
|
)%
|
|
|
(0.26
|
)%
|
|
|
(0.29
|
)%
|
|
|
Portfolio Turnover
|
|
|
50
|
%(4)
|
|
|
96
|
%
|
|
|
91
|
%
|
|
|
94
|
%
|
|
|
75
|
%
|
|
|
103
|
%
|
|
|
|
|
Total Return
|
|
|
6.17
|
%(4)
|
|
|
25.71
|
%
|
|
|
40.31
|
%
|
|
|
(37.89
|
)%
|
|
|
21.13
|
%
|
|
|
16.33
|
%
|
|
|
|
|
Net assets, end of period (000s omitted)
|
|
$
|
218,751
|
|
|
$
|
195,082
|
|
|
$
|
101,896
|
|
|
$
|
61,771
|
|
|
$
|
38,657
|
|
|
$
|
25,863
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Excludes the effect of custody fee credits, if any, of less than
0.005%. |
(2) |
|
Annualized. |
(3) |
|
The investment adviser voluntarily waived a portion of its
investment adviser fee (equal to less than 0.01% of average
daily net assets for the year ended December 31, 2006). |
(4) |
|
Not annualized. |
See Notes to
Financial Statements.
24
Small-Cap
Portfolio
June 30, 2011
Notes
to Financial Statements (Unaudited)
1 Significant
Accounting Policies
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 Portfolios investment objective is
to seek long-term capital appreciation. The Declaration of Trust
permits the Trustees to issue interests in the Portfolio. At
June 30, 2011, Eaton Vance Small-Cap Fund and Eaton Vance
Equity Asset Allocation Fund held an interest of 97.4% and 1.4%,
respectively, in the Portfolio.
The following is a summary of significant accounting policies of
the Portfolio. The policies are in conformity with accounting
principles generally accepted in the United States of America.
A Investment
Valuation Equity securities (including common
shares of closed-end investment companies) listed on a U.S.
securities exchange generally are valued at the last sale 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 or, in the case of preferred equity
securities that are not listed or traded in the over-the-counter
market, by a third party pricing service that will use various
techniques that consider factors including, but not limited to,
prices or yields of securities with similar characteristics,
benchmark yields, broker/dealer quotes, quotes of underlying
common stock, issuer spreads, as well as industry and economic
events. Short-term debt obligations purchased with a remaining
maturity of sixty days or less are generally valued at amortized
cost, which approximates market value. 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 Portfolios 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. Investments for which valuations or market
quotations are not readily available or are deemed unreliable
are valued at fair value using methods determined in good faith
by or at the direction of the Trustees of the Portfolio in a
manner that most fairly reflects the securitys value, or
the amount that the Portfolio might reasonably expect to receive
for the security upon its current sale in the ordinary course.
Each such determination is based on a consideration of all
relevant factors, which are likely to vary from one pricing
context to another. These factors may include, but are not
limited to, the type of security, the existence of any
contractual restrictions on the securitys 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 companys or entitys financial
condition, and an evaluation of the forces that influence the
issuer and the market(s) in which the security is purchased and
sold.
The Portfolio may invest in Eaton Vance Cash Reserves Fund, LLC
(Cash Reserves Fund), an affiliated investment company managed
by Eaton Vance Management (EVM). Cash Reserves Fund generally
values its investment securities utilizing the amortized cost
valuation technique in accordance with
Rule 2a-7
under the 1940 Act. This technique involves initially valuing a
portfolio security at its cost and thereafter assuming a
constant amortization to maturity of any discount or premium. If
amortized cost is determined not to approximate fair value, Cash
Reserves Fund may value its investment securities based on
available market quotations provided by a third party pricing
service.
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 Portfolios 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.
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
Portfolios 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 investors distributive share of the
Portfolios net investment income, net realized capital
gains and any other items of income, gain, loss, deduction or
credit.
As of June 30, 2011, the Portfolio had no uncertain tax
positions that would require financial statement recognition,
de-recognition, or disclosure. Each of the Portfolios
federal tax returns filed in the
3-year
period ended December 31, 2010 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 Portfolios custodian fees are
reported as a reduction of expenses in the Statement of
Operations.
25
Small-Cap
Portfolio
June 30, 2011
Notes
to Financial Statements (Unaudited) continued
F 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.
G 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.
H Indemnifications
Under the Portfolios 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 Portfolios 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 Portfolios 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.
I Interim Financial
Statements The interim financial statements
relating to June 30, 2011 and for the six months then ended
have not been audited by an independent registered public
accounting firm, but in the opinion of the Portfolios
management, reflect all adjustments, consisting only of normal
recurring adjustments, necessary for the fair presentation of
the financial statements.
2 Investment
Adviser Fee and Other Transactions with Affiliates
The investment adviser fee is earned by Boston Management and
Research (BMR), a subsidiary of EVM, as compensation for
investment advisory services rendered to the Portfolio. The fee
is computed at an annual rate of 0.75% of the Portfolios
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 Portfolio invests its cash in Cash Reserves
Fund. EVM does not currently receive a fee for advisory services
provided to Cash Reserves Fund. For the six months ended
June 30, 2011, the Portfolios investment adviser fee
amounted to $817,820.
Except for Trustees of the Portfolio who are not members of
EVMs or BMRs organizations, officers and Trustees
receive remuneration for their services to the Portfolio out of
the investment adviser fee. Trustees of the Portfolio who are
not affiliated with the investment adviser may elect to defer
receipt of all or a percentage of their annual fees in
accordance with the terms of the Trustees Deferred Compensation
Plan. For the six months ended June 30, 2011, 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 $114,426,374 and $105,709,691,
respectively, for the six months ended June 30, 2011.
4 Federal
Income Tax Basis of Investments
The cost and unrealized appreciation (depreciation) of
investments of the Portfolio at June 30, 2011, as
determined on a federal income tax basis, were as follows:
|
|
|
|
|
|
|
Aggregate cost
|
|
$
|
181,263,339
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross unrealized appreciation
|
|
$
|
41,007,498
|
|
|
|
Gross unrealized depreciation
|
|
|
(4,165,089
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Net unrealized appreciation
|
|
$
|
36,842,409
|
|
|
|
|
|
|
|
|
|
|
|
|
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.
26
Small-Cap
Portfolio
June 30, 2011
Notes
to Financial Statements (Unaudited) continued
Interest is charged to the Portfolio based on its borrowings at
an amount above either the Eurodollar rate or Federal Funds
rate. In addition, a fee computed at an annual rate of 0.10% on
the daily unused portion of the line of credit is allocated
among the participating portfolios and funds at the end of each
quarter. Because the line of credit is not available exclusively
to the Portfolio, it may be unable to borrow some or all of its
requested amounts at any particular time. The Portfolio did not
have any significant borrowings or allocated fees during the six
months ended June 30, 2011.
6 Fair
Value Measurements
Under generally accepted accounting principles for fair value
measurements, a three-tier hierarchy to prioritize the
assumptions, referred to as inputs, is used in valuation
techniques to measure fair value. The three-tier hierarchy of
inputs is summarized in the three broad levels listed below.
|
|
|
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 funds 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 June 30, 2011, the hierarchy of inputs used in valuing
the Portfolios investments, which are carried at value,
were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset Description
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
|
|
|
Common Stocks
|
|
$
|
213,297,583
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
213,297,583
|
|
|
|
Short-Term Investments
|
|
|
|
|
|
|
4,808,165
|
|
|
|
|
|
|
|
4,808,165
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Investments
|
|
$
|
213,297,583
|
|
|
$
|
4,808,165
|
|
|
$
|
|
|
|
$
|
218,105,748
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The level classification by major category of investments is the
same as the category presentation in the Portfolio of
Investments.
The Portfolio held no investments or other financial instruments
as of December 31, 2010 whose fair value was determined
using Level 3 inputs. At June 30, 2011, the value of
investments transferred between Level 1 and Level 2,
if any, during the six months then ended was not significant.
27
Eaton Vance
Small-Cap
Fund
June 30, 2011
Board
of Trustees Contract Approval
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 funds
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 25, 2011, the
Board, including a majority of the Independent Trustees, voted
to approve continuation of existing advisory and
sub-advisory
agreements for the Eaton Vance Funds for an additional one-year
period. In voting its approval, the Board relied upon the
affirmative recommendation of the Contract Review Committee of
the Board, which is a committee comprised exclusively of
Independent Trustees. Prior to making its recommendation, the
Contract Review Committee reviewed information furnished for a
series of meetings of the Contract Review Committee held between
February and April 2011. Such information included, among
other things, the following:
Information about
Fees, Performance and Expenses
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An independent report comparing the advisory and related fees
paid by each fund with fees paid by comparable funds;
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An independent report comparing each funds total expense
ratio and its components to comparable funds;
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An independent report comparing the investment performance of
each fund (including yield data and Sharpe and information
ratios where relevant) to the investment performance of
comparable funds over various time periods;
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Data regarding investment performance in comparison to relevant
peer groups of similarly managed funds and appropriate indices;
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For each fund, comparative information concerning the fees
charged and the services provided by each adviser in managing
other mutual funds and institutional accounts using investment
strategies and techniques similar to those used in managing such
fund;
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Profitability analyses for each adviser with respect to each
fund;
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Information about
Portfolio Management
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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;
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Information about 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 client commission arrangements
and/or the
funds policies with respect to soft dollar
arrangements;
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Data relating to portfolio turnover rates of each fund;
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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;
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Information about
each Adviser
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Reports detailing the financial results and condition of each
adviser;
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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;
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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;
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Copies of or descriptions of each advisers policies and
procedures relating to proxy voting, the handling of corporate
actions and class actions;
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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;
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Descriptions of the business continuity and disaster recovery
plans of each adviser and its affiliates;
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A description of Eaton Vance Managements procedures for
overseeing third party advisers and
sub-advisers;
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Other Relevant
Information
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Information concerning the nature, cost and character of the
administrative and other non-investment management services
provided by Eaton Vance Management and its affiliates;
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Information concerning management of the relationship with the
custodian, subcustodians and fund accountants by each adviser or
the funds administrator; and
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The terms of each advisory agreement.
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28
Eaton Vance
Small-Cap
Fund
June 30, 2011
Board
of Trustees Contract Approval continued
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, 2011, with respect to one or more
funds, the Board met nine times and the Contract Review
Committee, the Audit Committee, the Governance Committee, the
Portfolio Management Committee and the Compliance Reports and
Regulatory Matters Committee, each of which is a Committee
comprised solely of Independent Trustees, met nine, fifteen,
seven, eight and twelve 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 funds
investment objective including, where relevant, the use of
derivative instruments, as well as trading policies and
procedures and risk management techniques.
For funds that invest through one or more underlying portfolios,
the Board considered similar information about the portfolio(s)
when considering the approval of advisory agreements. In
addition, in cases where the funds 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 Small-Cap Portfolio (the Portfolio),
the portfolio in which Eaton Vance Small-Cap Fund (the
Fund) invests, with Boston Management and Research
(the Adviser), including its fee structure, is in
the interests of shareholders and, therefore, the Contract
Review Committee recommended to the Board approval of the
agreement. The Board accepted the recommendation of the Contract
Review Committee as well as the factors considered and
conclusions reached by the Contract Review Committee with
respect to the agreement. Accordingly, the Board, including a
majority of the Independent Trustees, voted to approve
continuation of the investment advisory agreement for the
Portfolio.
Nature,
Extent and Quality of Services
In considering whether to approve the investment advisory
agreement of the Portfolio, the Board evaluated the nature,
extent and quality of services provided to the Portfolio by the
Adviser.
The Board considered the Advisers management capabilities
and investment process with respect to the types of investments
held by the Portfolio, including the education, experience and
number of its investment professionals and other personnel who
provide portfolio management, investment research, and similar
services to the Portfolio. The Board specifically noted the
Advisers in-house equity research capabilities. The Board
also took into account the resources dedicated to portfolio
management and other services, including the compensation
methods of the Adviser to recruit and retain investment
personnel, and the time and attention devoted to the Portfolio
by senior management.
The Board also reviewed the compliance programs of the Adviser
and relevant affiliates thereof. Among other matters, the Board
considered compliance and reporting matters relating to personal
trading by investment personnel, selective disclosure of
portfolio holdings, late trading, frequent trading, portfolio
valuation, business continuity and the allocation of investment
opportunities. The Board also evaluated the responses of the
Adviser and its affiliates to requests in recent years from
regulatory authorities such as the Securities and Exchange
Commission and the Financial Industry Regulatory Authority.
The Board considered shareholder and other administrative
services provided or managed by Eaton Vance Management and its
affiliates, including transfer agency and accounting services.
The Board evaluated the benefits to shareholders of investing in
a fund that is a part of a large family of funds, including the
ability, in many cases, to exchange an investment among
different funds without incurring additional sales charges.
After consideration of the foregoing factors, among others, the
Board concluded that the nature, extent and quality of services
provided by the Adviser, taken as a whole, are appropriate and
consistent with the terms of the investment advisory agreement.
Fund Performance
The Board compared the Funds investment performance to a
relevant universe of comparable funds identified by an
independent data provider as well as a peer group of similarly
managed funds and appropriate benchmark indices. The Board
reviewed comparative performance data for the one-, three-,
five- and ten-year periods ended September 30, 2010 for the
Fund. The Board concluded that the performance of the Fund was
satisfactory.
29
Eaton Vance
Small-Cap
Fund
June 30, 2011
Board
of Trustees Contract Approval continued
Management
Fees and Expenses
The Board reviewed contractual investment advisory fee rates,
including any administrative fee rates, payable by the Portfolio
and by the Fund (referred to collectively as management
fees). As part of its review, the Board considered the
management fees and the Funds total expense ratio for the
year ended September 30, 2010, as compared to a group of
similarly managed funds selected by an independent data
provider. The Board also considered factors that had an impact
on Fund expense ratios, as identified by management in response
to inquiries from the Contract Review Committee, as well as
actions being taken to reduce expenses at the Eaton Vance fund
complex level, including the negotiation of reduced fees for
transfer agency and custody services. The Board considered the
fact that the Adviser had waived fees
and/or paid
expenses for the Fund.
After reviewing the foregoing information, and in light of the
nature, extent and quality of the services provided by the
Adviser, the Board concluded that the management fees charged
for advisory and related services are reasonable.
Profitability
The Board reviewed the level of profits realized by the Adviser
and relevant affiliates thereof in providing investment advisory
and administrative services to the Fund, to the Portfolio and to
all Eaton Vance Funds as a group. The Board considered the level
of profits realized without regard to revenue sharing or other
payments by the Adviser and its affiliates to third parties in
respect of distribution services. The Board also considered
other direct or indirect benefits received by the Adviser and
its affiliates in connection with its relationship with the Fund
and the Portfolio, including the benefits of research services
that may be available to the Adviser as a result of securities
transactions effected for the Portfolio and other investment
advisory clients.
The Board concluded that, in light of the foregoing factors and
the nature, extent and quality of the services rendered, the
profits realized by the Adviser and its affiliates are
reasonable.
Economies
of Scale
In reviewing management fees and profitability, the Board also
considered the extent to which the Adviser and its affiliates,
on the one hand, and the Fund and the Portfolio, on the other
hand, can expect to realize benefits from economies of scale as
the assets of the Fund and the Portfolio increase. The Board
acknowledged the difficulty in accurately measuring the benefits
resulting from the economies of scale with respect to the
management of any specific fund or group of funds. The Board
reviewed data summarizing the increases and decreases in the
assets of the Fund and of all Eaton Vance Funds as a group over
various time periods, and evaluated the extent to which the
total expense ratio of the Fund and the profitability of the
Adviser and its affiliates may have been affected by such
increases or decreases. Based upon the foregoing, the Board
concluded that the Fund currently shares in the benefits from
economies of scale. 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, will allow the Fund to continue to benefit
from economies of scale in the future.
30
Eaton Vance
Small-Cap
Fund
June 30, 2011
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Officers of Eaton Vance Small-Cap
Fund
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Duncan W. Richardson President
Payson F. Swaffield Vice President
Barbara E. Campbell Treasurer
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Maureen A. Gemma Vice President, Secretary and Chief Legal Officer
Paul M. ONeil Chief Compliance Officer
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Officers of Small-Cap Portfolio
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Nancy B. Tooke President
Duncan W. Richardson Vice President
Barbara E. Campbell Treasurer
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Maureen A. Gemma Vice President, Secretary and Chief Legal Officer
Paul M. ONeil Chief Compliance Officer
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Trustees of Eaton Vance Small-Cap
Fund and Small-Cap Portfolio
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Ralph F. Verni Chairman
Benjamin C. Esty
Thomas E. Faust Jr.*
Allen R. Freedman
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William H. Park
Ronald A. Pearlman
Helen Frame Peters
Lynn A. Stout
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31
Eaton Vance
Small-Cap
Fund
June 30, 2011
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:
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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.
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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 customers account, Eaton
Vance may share information with unaffiliated third parties that
perform various required services such as transfer agents,
custodians and broker/dealers.
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Policies and procedures (including physical, electronic and
procedural safeguards) are in place that are designed to protect
the confidentiality of such information.
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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.
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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
Managements Real Estate Investment Group and Boston
Management 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 customers account
(i.e., fund shares) is held in the name of a third-party
financial advisor/broker-dealer, it is likely that only such
advisors privacy policies apply to the customer. This
notice supersedes all previously issued privacy disclosures. For
more information about Eaton Vances 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 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 SECs website at
www.sec.gov.
Form N-Q
may also be reviewed and copied at the SECs 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 SECs website at www.sec.gov.
32
Investment
Adviser of Small-Cap Portfolio
Boston
Management and Research
Two International Place
Boston, MA 02110
Administrator
of Eaton Vance Small-Cap Fund
Eaton
Vance Management
Two International Place
Boston, MA 02110
Principal
Underwriter*
Eaton
Vance Distributors, Inc.
Two International Place
Boston, MA 02110
(617) 482-8260
Custodian
State
Street Bank and Trust Company
200 Clarendon Street
Boston, MA 02116
Transfer
Agent
BNY Mellon
Investment Servicing (US) Inc.
Attn: Eaton Vance Funds
P.O. Box 9653
Providence, RI
02940-9653
(800)
262-1122
Fund
Offices
Two
International Place
Boston, MA 02110
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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.
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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 registrants 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 Chief Financial
Officer of Aveon Group, L.P. (an investment management firm). Previously, he served 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
Not required in this filing.
Item 5. Audit Committee of Listed Registrants
Not required in this filing.
Item 6. Schedule of Investments
Please see schedule of investments contained in the Report to Stockholders included under Item 1 of
this Form N-CSR.
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment
Companies
Not 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 registrants principal executive officer and principal
financial officer that the effectiveness of the registrants 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 Commissions rules and forms and that the information required to be disclosed by
the registrant has been accumulated and communicated to the registrants principal executive
officer and principal financial officer in order to allow timely decisions regarding required
disclosure.
(b) There have been no changes in the registrants 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 registrants internal control over financial
reporting.
Item 12. Exhibits
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(a)(1)
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Registrants Code of Ethics Not applicable (please see Item 2). |
(a)(2)(i)
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Treasurers Section 302 certification. |
(a)(2)(ii)
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Presidents Section 302 certification. |
(b)
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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.
Small-Cap Portfolio
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By: |
/s/ Nancy B. Tooke
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Nancy B. Tooke |
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President |
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Date: August 16, 2011
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.
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By: |
/s/ Barbara E. Campbell
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Barbara E. Campbell |
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Treasurer |
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Date: August 16, 2011
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By: |
/s/ Nancy B. Tooke
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Nancy B. Tooke |
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President |
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Date: August 16, 2011