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Small-Cap Portfolio as of December 31, 2008

PORTFOLIO OF INVESTMENTS


Common Stocks — 96.2%
Security	Shares		Value


Aerospace & Defense — 3.5%

Alliant Techsystems, Inc.⁽¹⁾		13,260	$	1,137,178
Ceradyne, Inc.⁽¹⁾		50,285		1,021,288


			$	2,158,466



Capital Markets — 2.9%

Affiliated Managers Group, Inc.⁽¹⁾		17,060	$	715,155
Lazard, Ltd., Class A		36,510		1,085,807


			$	1,800,962



Chemicals — 1.7%

Calgon Carbon Corp.⁽¹⁾		35,970	$	552,499
Terra Industries, Inc.		30,140		502,434


			$	1,054,933



Commercial Banks — 2.4%

Cullen/Frost Bankers, Inc.		23,140	$	1,172,735
Glacier Bancorp, Inc.		17,830		339,127


			$	1,511,862



Commercial Services & Supplies — 1.6%

FTI Consulting, Inc.⁽¹⁾		21,710	$	970,003


			$	970,003



Communications Equipment — 1.7%

Comtech Telecommunications Corp.⁽¹⁾		23,130	$	1,059,817


			$	1,059,817



Computers & Peripherals — 1.4%

Stratasys, Inc.⁽¹⁾		81,895	$	880,371


			$	880,371



Construction & Engineering — 5.1%

Foster Wheeler, Ltd.⁽¹⁾		42,910	$	1,003,236
Granite Construction, Inc.		22,560		991,061
Perini Corp.⁽¹⁾		49,530		1,158,011


			$	3,152,308



Distributors — 1.7%

LKQ Corp.⁽¹⁾		91,550	$	1,067,473


			$	1,067,473



Electrical Equipment — 1.1%

Baldor Electric Co.		37,580	$	670,803


			$	670,803




Electronic Equipment, Instruments & Components — 3.4%

FLIR Systems, Inc.⁽¹⁾		35,230	$	1,080,856
National Instruments Corp.		41,860		1,019,710


			$	2,100,566



Energy Equipment & Services — 3.6%

CARBO Ceramics, Inc.		27,640	$	982,049
NATCO Group, Inc., Class A⁽¹⁾		44,400		673,992
Willbros Group, Inc.⁽¹⁾		70,351		595,873


			$	2,251,914



Food Products — 2.0%

Ralcorp Holdings, Inc.⁽¹⁾		20,810	$	1,215,304


			$	1,215,304



Health Care Equipment & Supplies — 7.3%

Analogic Corp.		24,420	$	666,178
IDEXX Laboratories, Inc.⁽¹⁾		10,250		369,820
Immucor, Inc.⁽¹⁾		18,220		484,288
ResMed, Inc.⁽¹⁾		31,110		1,166,003
West Pharmaceutical Services, Inc.		26,535		1,002,227
Wright Medical Group, Inc.⁽¹⁾		41,210		841,920


			$	4,530,436



Health Care Providers & Services — 1.7%

VCA Antech, Inc.⁽¹⁾		53,170	$	1,057,020


			$	1,057,020



Hotels, Restaurants & Leisure — 2.0%

Scientific Games Corp., Class A⁽¹⁾		69,850	$	1,225,169


			$	1,225,169

See notes to financial statements

Small-Cap Portfolio as of December 31, 2008

PORTFOLIO OF INVESTMENTS CONT’D


Security	Shares		Value



Household Products — 1.7%

Church & Dwight Co., Inc.		18,445	$	1,035,133


			$	1,035,133



Industrial Conglomerates — 1.3%

Textron, Inc.		57,650	$	799,606


			$	799,606



Insurance — 5.9%

Fidelity National Financial, Inc., Class A		62,400	$	1,107,600
Hanover Insurance Group, Inc. (The)		16,240		697,833
HCC Insurance Holdings, Inc.		36,940		988,145
Markel Corp.⁽¹⁾		2,760		825,240


			$	3,618,818



IT Services — 3.6%

Euronet Worldwide, Inc.⁽¹⁾		108,445	$	1,259,046
SAIC, Inc.⁽¹⁾		48,710		948,871


			$	2,207,917



Life Sciences Tools & Services — 0.8%

Bruker BioSciences Corp.⁽¹⁾		129,810	$	524,432


			$	524,432



Machinery — 4.6%

Astec Industries, Inc.⁽¹⁾		27,870	$	873,167
Bucyrus International, Inc., Class A		34,210		633,569
Manitowoc Co., Inc. (The)		100,060		866,520
Valmont Industries, Inc.		7,510		460,814


			$	2,834,070



Metals & Mining — 0.5%

Cliffs Natural Resources, Inc.		13,070	$	334,723


			$	334,723



Multiline Retail — 3.4%

Big Lots, Inc.⁽¹⁾		48,370	$	700,881
Dollar Tree, Inc.⁽¹⁾		33,190		1,387,342


			$	2,088,223



Multi-Utilities — 0.8%

CMS Energy Corp.		48,010	$	484,901


			$	484,901



Oil, Gas & Consumable Fuels — 7.9%

Forest Oil Corp.⁽¹⁾		56,530	$	932,180
Goodrich Petroleum Corp.⁽¹⁾		38,100		1,141,095
Petrohawk Energy Corp.⁽¹⁾		63,030		985,159
Range Resources Corp.		13,160		452,572
St. Mary Land & Exploration Co.		34,160		693,790
Walter Industries, Inc.		37,830		662,403


			$	4,867,199



Personal Products — 2.2%

Chattem, Inc.⁽¹⁾		19,025	$	1,360,858


			$	1,360,858



Pharmaceuticals — 1.9%

Perrigo Co.		36,620	$	1,183,192


			$	1,183,192



Professional Services — 1.2%

Robert Half International, Inc.		34,410	$	716,416


			$	716,416



Road & Rail — 3.2%

Kansas City Southern⁽¹⁾		43,890	$	836,105
Landstar System, Inc.		29,270		1,124,846


			$	1,960,951



Semiconductors & Semiconductor Equipment — 5.8%

Atheros Communications, Inc.⁽¹⁾		39,470	$	564,816
Cypress Semiconductor Corp.⁽¹⁾		255,400		1,141,638
Intersil Corp., Class A		67,770		622,806
Varian Semiconductor Equipment Associates, Inc.⁽¹⁾		38,110		690,553
Verigy, Ltd.⁽¹⁾		59,910		576,334


			$	3,596,147



Software — 3.3%

Sybase, Inc.⁽¹⁾		40,429	$	1,001,426
Synopsys, Inc.⁽¹⁾		55,510		1,028,045


			$	2,029,471

See notes to financial statements

Small-Cap Portfolio as of December 31, 2008

PORTFOLIO OF INVESTMENTS CONT’D


Security	Shares		Value



Specialty Retail — 1.9%

Advance Auto Parts, Inc.		35,680	$	1,200,632


			$	1,200,632



Textiles, Apparel & Luxury Goods — 1.8%

Gildan Activewear, Inc.⁽¹⁾		94,370	$	1,109,791


			$	1,109,791



Trading Companies & Distributors — 1.3%

GATX Corp.		25,210	$	780,754


			$	780,754



Total Common Stocks
(identified cost $74,111,033)			$	59,440,641


Short-Term Investments — 4.0%
	Interest
Description	(000’s omitted)		Value


Cash Management Portfolio, 0.75%⁽²⁾		$2,449	$	2,448,799



Total Short-Term Investments
(identified cost $2,448,799)			$	2,448,799



Total Investments — 100.2%
(identified cost $76,559,832)			$	61,889,440



Other Assets, Less Liabilities — (0.2)%			$	(118,559	)



Net Assets — 100.0%			$	61,770,881

Industry classifications included in the Portfolio of Investments are unaudited.


(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 December 31, 2008.

See notes to financial statements

Small-Cap Portfolio as of December 31, 2008

FINANCIAL STATEMENTS

Statement of Assets and Liabilities


As of December 31, 2008

Assets

Unaffiliated investments, at value (identified cost, $74,111,033)	$	59,440,641
Affiliated investment, at value (identified cost, $2,448,799)		2,448,799
Dividends receivable		49,526
Interest receivable from affiliated investment		3,031


Total assets	$	61,941,997





Liabilities

Payable for investments purchased	$	79,593
Payable to affiliate for investment adviser fee		34,635
Payable to affiliate for Trustees’ fees		491
Accrued expenses		56,397


Total liabilities	$	171,116


Net Assets applicable to investors’ interest in Portfolio	$	61,770,881





Sources of Net Assets

Net proceeds from capital contributions and withdrawals	$	76,441,273
Net unrealized depreciation (computed on the basis of identified cost)		(14,670,392	)


Total	$	61,770,881

Statement of Operations


For the Year Ended
December 31, 2008

Investment Income

Dividends (net of foreign taxes, $579)	$	281,762
Interest and other income		542
Interest income allocated from affiliated investment		119,282
Expenses allocated from affiliated investment		(21,534	)


Total investment income	$	380,052





Expenses

Investment adviser fee	$	373,442
Trustees’ fees and expenses		2,360
Custodian fee		58,997
Legal and accounting services		50,890
Miscellaneous		2,236


Total expenses	$	487,925



Net investment loss	$	(107,873	)





Realized and Unrealized Gain (Loss)

Net realized gain (loss) —
Investment transactions (identified cost basis)	$	(17,412,828	)
Foreign currency transactions		965


Net realized loss	$	(17,411,863	)


Change in unrealized appreciation (depreciation) —
Investments (identified cost basis)	$	(21,421,532	)


Net change in unrealized appreciation (depreciation)	$	(21,421,532	)



Net realized and unrealized loss	$	(38,833,395	)



Net decrease in net assets from operations	$	(38,941,268	)

See notes to financial statements

Small-Cap Portfolio as of December 31, 2008

FINANCIAL STATEMENTS CONT’D

Supplementary Data


	Year Ended December 31,

	2008			2007			2006			2005			2004



Ratios/Supplemental Data

Ratios (As a percentage of average daily net assets):
Expenses before custodian fee reduction⁽¹⁾		0.97	%		0.97	%		1.07	%⁽²⁾		1.14	%⁽²⁾		1.18	%⁽²⁾
Net investment loss		(0.20	)%		(0.26	)%		(0.29	)%		(0.59	)%		(0.90	)%
Portfolio Turnover		94	%		75	%		103	%		218	%		276	%



Total Return		(37.89	)%		21.13	%		16.33	%		7.02	%		4.23	%⁽³⁾


Net assets, end of year (000’s omitted)	$	61,771		$	38,657		$	25,863		$	29,045		$	28,804


(1)		Excludes the effect of custody fee credits, if any, of less than 0.005%.

(2)		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 years ended December 31, 2006, 2005 and 2004, respectively).

(3)		The net gains realized on the disposal of investments purchased which did not meet the Portfolio’s investment guidelines had no effect on total return for the year ended December 31, 2004.

See notes to financial statements

Small-Cap Portfolio as of December 31, 2008

NOTES TO FINANCIAL STATEMENTS

1 Significant Accounting Policies

Small-Cap Portfolio (formerly, Small-Cap Growth 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 seek long-term capital appreciation. The Declaration of Trust permits the Trustees to issue interests in the Portfolio. At December 31, 2008, Eaton Vance Small-Cap Fund (formerly, Eaton Vance Small-Cap Growth Fund) and Eaton Vance Equity Asset Allocation Fund held an interest of 81.6% and 2.3%, 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. Foreign securities and currencies are valued in U.S. dollars, based on foreign currency exchange rate quotations supplied by an independent quotation service. The independent 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 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 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.

The Portfolio may invest in Cash Management Portfolio (Cash Management), an affiliated investment company managed by Boston Management and Research (BMR), a subsidiary of Eaton Vance Management (EVM). Cash Management values its investment securities utilizing the amortized cost valuation technique permitted by Rule 2a-7 of the 1940 Act, pursuant to which Cash Management must comply with certain conditions. 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 Management may value its investment securities based on available market quotations provided by a 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 Portfolio’s understanding of the applicable countries’ tax rules and rates. Interest income is recorded on the basis of interest accrued, adjusted for amortization of premium or accretion of discount.

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.

Small-Cap Portfolio as of December 31, 2008

NOTES TO FINANCIAL STATEMENTS CONT’D

As of December 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 December 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 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 Portfolio’s organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the Portfolio. Interestholders in the Portfolio are jointly and severally liable for the liabilities and obligations of the Portfolio in the event that the Portfolio fails to satisfy such liabilities and obligations; provided, however, that, to the extent assets are available in the Portfolio, the Portfolio may, under certain circumstances, indemnify interestholders from and against any claim or liability to which such holder may become subject by reason of being or having been an interestholder in the Portfolio. Additionally, in the normal course of business, the Portfolio enters into agreements with service providers that may contain indemnification clauses. The Portfolio’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Portfolio that have not yet occurred.

2 Investment Adviser Fee and Other Transactions with Affiliates

The investment adviser fee is earned by BMR as compensation for investment advisory services rendered to the Portfolio. The fee is computed at an annual rate of 0.75% 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. The portion of the adviser fee payable by Cash Management on the Portfolio’s investment of cash therein is credited against the Portfolio’s adviser fee. For the year ended December 31, 2008, the Portfolio’s adviser fee totaled $394,219 of which $20,777 was allocated from Cash Management and $373,442 was paid or accrued directly by the Portfolio. For the year ended December 31, 2008, the Portfolio’s adviser fee, including the portion allocated from Cash Management, was 0.75% of the Portfolio’s average daily net assets.

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 December 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 $109,386,625 and $46,852,039, respectively, for the year ended December 31, 2008.

4 Federal Income Tax Basis of Investments

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


Aggregate cost	$	76,753,418


Gross unrealized appreciation	$	2,279,791
Gross unrealized depreciation		(17,143,769	)


Net unrealized depreciation	$	(14,863,978	)

Small-Cap Portfolio as of December 31, 2008

NOTES TO FINANCIAL STATEMENTS CONT’D

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 December 31, 2008.

6 Fair Value Measurements

The Portfolio adopted Financial Accounting Standards Board Statement of Financial Accounting Standards No. 157 (FAS 157), “Fair Value Measurements”, effective January 1, 2008. FAS 157 established a three-tier hierarchy to prioritize the assumptions, referred to as inputs, used in valuation techniques to measure fair value. The three-tier hierarchy of inputs is summarized in the three broad levels listed below.


	•	Level 1 — quoted prices in active markets for identical investments

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

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

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

At December 31, 2008, the inputs used in valuing the Portfolio’s investments, which are carried at value, were as follows:


		Investments
	Valuation Inputs	in Securities

Level 1	Quoted Prices	$	59,440,641
Level 2	Other Significant Observable Inputs		2,448,799
Level 3	Significant Unobservable Inputs		—


Total		$	61,889,440

The Portfolio held no investments or other financial instruments as of December 31, 2007 whose fair value was determined using Level 3 inputs.

7 Name Change

Effective September 1, 2008, the name of Small-Cap Portfolio was changed from Small-Cap Growth Portfolio.

Small-Cap Portfolio as of December 31, 2008

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Trustees and Investors of
Small-Cap Portfolio (formerly Small-Cap
Growth Portfolio):

We have audited the accompanying statement of assets and liabilities of Small-Cap Portfolio (the “Portfolio”), including the portfolio of investments, as of December 31, 2008, the related statement of operations for the year then ended, and the statements of changes in net assets and the supplementary data for each of the two 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. The supplementary data for the year ended December 31, 2006, and all prior periods presented were audited by other auditors. Those auditors expressed an unqualified opinion on the supplementary data in their report dated February 21, 2007.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and 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 December 31, 2008, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and supplementary data referred to above present fairly, in all material respects, the financial position of Small-Cap Portfolio as of December 31, 2008, the results of its operations for the year then ended, and the changes in its net assets and the supplementary data for each of the two years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

February 16, 2009

Eaton Vance Small-Cap Fund
Small-Cap Portfolio

SPECIAL MEETING OF SHAREHOLDERS (Unaudited)

Eaton Vance Small-Cap 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		4,234,288		44,410
Thomas E. Faust Jr.		4,232,317		46,381
Allen R. Freedman		4,234,873		43,825
William H. Park		4,234,873		43,825
Ronald A. Pearlman		4,234,288		44,410
Helen Frame Peters		4,234,288		44,410
Heidi L. Steiger		4,234,873		43,825
Lynn A. Stout		4,234,288		44,410
Ralph F. Verni		4,234,873		43,825

Each nominee was also elected a Trustee of Small-Cap Portfolio.

Small-Cap 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		80%		1%
Thomas E. Faust Jr.		80%		1%
Allen R. Freedman		80%		1%
William H. Park		80%		1%
Ronald A. Pearlman		80%		1%
Helen Frame Peters		80%		1%
Heidi L. Steiger		80%		1%
Lynn A. Stout		80%		1%
Ralph F. Verni		80%		1%

Results are rounded to the nearest whole number.

Eaton Vance Small-Cap 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;

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.

Eaton Vance Small-Cap Fund

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

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 Small-Cap Portfolio (the “Portfolio”), the portfolio in which the 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 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. 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.

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 from regulatory authorities such as the Securities and Exchange Commission.

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.

Eaton Vance Small-Cap Fund

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

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-, five- and ten-year periods ended September 30, 2007 for the Fund. The Board concluded that the performance of the Fund was satisfactory.

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 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 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 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 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 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 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.

Eaton Vance Small-Cap Fund

MANAGEMENT AND ORGANIZATION

Fund Management. The Trustees of the Eaton Vance Special Investment Trust (the Trust) and Small-Cap Portfolio (the Portfolio) are responsible for the overall management and supervision of the Trust’s and Portfolio’s affairs. The Trustees and officers of the Trust and the Portfolio are listed below. Except as indicated, each individual has held the office shown or other offices in the same company for the last five years. Trustees and officers of the Trust and the Portfolio hold indefinite terms of office. The “noninterested Trustees” consist of those Trustees who are not “interested persons” of the Trust and the Portfolio, as that term is defined under the 1940 Act. The business address of each Trustee and officer is The Eaton Vance Building, 255 State Street, Boston, Massachusetts 02109 until March 22, 2009 and thereafter at Two International Place, Boston, Massachusetts 02110. As used below, “EVC” refers to Eaton Vance Corp., “EV” refers to Eaton Vance, Inc., “EVM” refers to Eaton Vance Management, “BMR” refers to Boston Management and Research, “EVD” refers to Eaton Vance Distributors, Inc., and “Fox” refers to Fox Asset Management LLC. EVC and EV are the corporate parent and trustee, respectively, of EVM and BMR. EVD is the Fund’s principal underwriter, the Portfolio’s placement agent and a wholly-owned subsidiary of 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.

Position(s)

Term of

Number of Portfolios

with the

Office and

in Fund Complex

Name and

Trust and

Length of

Principal Occupation(s)

Overseen By

Date of Birth

the Portfolio

Service

During Past Five Years

Trustee⁽¹⁾

Other Directorships Held

Interested Trustee

Thomas E. Faust Jr.
5/31/58

Trustee and
President of
the Trust

Trustee since 2007 and President of the Trust since 2002

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 investment 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. (insurance provider) 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. Adjunct Professor of Finance, Peking University, Beijing, China (since 2005).

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)

Eaton Vance Small-Cap Fund

MANAGEMENT AND ORGANIZATION CONT’D

Position(s)

Term of

Number of Portfolios

with the

Office and

in Fund Complex

Name and

Trust and

Length of

Principal Occupation(s)

Overseen By

Date of Birth

the Portfolio

Service

During Past Five Years

Trustee⁽¹⁾

Other Directorships Held

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

Trustee of the Trust since 1998 and of the Portfolio since 2000

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


	Position(s)	Term of
	with the	Office and
Name and	Trust and	Length of	Principal Occupation(s)
Date of Birth	the Portfolio	Service	During Past Five Years

Michael A. Allison 10/26/64	Vice President of the Trust	Since 2007	Vice President of EVM and BMR. Officer of 22 registered investment companies managed by EVM or BMR.

J. Scott Craig 3/15/63	Vice President of the Trust	Since 2006	Vice President of EVM and BMR since January 2005. Previously, Director-Real Estate Equities and REIT Portfolio Manager at The Northwestern Mutual Life Insurance Company (1992-2004). Officer of 16 registered investment companies managed by EVM or BMR.

Gregory R. Greene 11/13/66	Vice President of the Trust	Since 2006	Managing Director of Fox and member of the Investment Committee. Officer of 17 registered investment companies managed by EVM or BMR.

Duke E. Laflamme 7/8/69	Vice President of the Trust	Since 2001	Vice President of EVM and BMR. Officer of 18 registered investment companies managed by EVM or BMR.

Thomas H. Luster 4/8/62	Vice President of the Trust	Since 2002	Vice President of EVM and BMR. Officer of 50 registered investment companies managed by EVM or BMR.

Michael R. Mach 7/15/47	Vice President of the Trust	Since 2006	Vice President of EVM and BMR. Officer of 24 registered investment companies managed by EVM or BMR.

Robert J. Milmore 4/3/69	Vice President of the Trust	Since 2006	Vice President of Fox and member of the Investment Committee. Previously, Manager of International Treasury of Cendant Corporation (2001-2005). Officer of 17 registered investment companies managed by EVM or BMR.

J. Bradley Ohlmuller 6/14/68	Vice President of the Trust	Since 2008	Principal of Fox and member of the Investment Committee. Previously, Vice President and research analyst at Goldman Sachs & Co. (2001-2004). Officer of 17 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 2006 and President of the Portfolio since 2002	Executive Vice President and Chief Equity Investment Officer of EVC, EVM and BMR. Officer of 81 registered investment companies managed by EVM or BMR.

Walter A. Row, III 7/20/57	Vice President of the Trust	Since 2007	Vice President of EVM and BMR. Officer of 24 registered investment companies managed by EVM or BMR.

Judith A. Saryan 8/21/54	Vice President of the Trust	Since 2006	Vice President of EVM and BMR. Officer of 55 registered investment companies managed by EVM or BMR.

Eaton Vance Small-Cap Fund

MANAGEMENT AND ORGANIZATION CONT’D


	Position(s)	Term of
	with the	Office and
Name and	Trust and	Length of	Principal Occupation(s)
Date of Birth	the Portfolio	Service	During Past Five Years


Principal Officers who are not Trustees (continued)

Nancy B. Tooke 10/25/46	Vice President of the Portfolio	Since 2006	Vice President of EVM and BMR. Previously, Senior Managing Director and Small and Mid-Cap Core portfolio manager with ForstmannLeff Associates (2004-2006). Previously, Executive Vice President and portfolio manager with Schroder Investment Management North America, Inc. (1994-2004). Officer of 3 registered investment companies managed by EVM or BMR.

Michael W. Weilheimer 2/11/61	Vice President of the Trust	Since 2006	Vice President of EVM and BMR. Officer of 25 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 was Assistant Treasurer of the Portfolio since 2000.

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.

Investment Adviser of Small-Cap Portfolio

Boston Management and Research

The Eaton Vance Building

255 State Street

Boston, MA 02109

Administrator of Eaton Vance Small-Cap 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 Investment Servicing

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 Small-Cap 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(s), 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.

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 registrant’s respective fiscal years ended December 31, 2007 and December 31, 2008 by the Fund’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. PricewaterhouseCoopers LLP was the principal accountant for the fiscal year ended 2006. During the fiscal year ended 2007, PricewaterhouseCoopers LLP was replaced by Deloitte & Touche LLP (“D&T”).


Fiscal Years Ended	12/31/2007		12/31/2008
	D&T
Audit Fees	$	23,000	$	24,845

Audit-Related Fees⁽¹⁾	$	0	$	0

Tax Fees⁽²⁾	$	12,000	$	14,680

All Other Fees⁽³⁾	$	0	$	27


Total	$	35,000	$	39,552


⁽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.

During the Funds fiscal years ended December 31, 2006 and December 31, 2007, the Fund was billed $35,000 and $40,000 by “D&T”, the principal accountant for the Funds, 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 the 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 registrants fiscal year ended December 31, 2007 and the fiscal year ended December 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, respectively. During the fiscal years ended 2007, PricewaterhouseCoopers LLP was replaced by D&T.


Fiscal Years Ended	12/31/2007		12/31/2008
	D&T		D&T

Registrant	$	12,000	$	14,680

Eaton Vance⁽¹⁾	$	281,446	$	345,473


(1)		The investment adviser to the registrant, as well as any of its affiliates that provide ongoing services to the registrant, are subsidiaries of Eaton Vance Corp

(h) The registrant’s audit committee has considered whether the provision by the registrant’s principal accountant of non-audit services to the registrant’s investment adviser and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant that were not pre-approved pursuant to Rule 2-01(c)(7)(ii) of Regulation S-X is compatible with maintaining the principal accountant’s independence.

Item 5. Audit Committee of Listed registrants

Not required in this filing.

Item 6. Schedule of Investments

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

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

Not required in this filing.

Item 8. 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.


Increase (Decrease)	Year Ended			Year Ended
in Net Assets	December 31, 2008			December 31, 2007

From operations —
Net investment loss	$	(107,873	)	$	(86,330	)
Net realized gain (loss) from investment and foreign currency transactions		(17,411,863	)		3,189,172
Net change in unrealized appreciation (depreciation) from investments and foreign currency		(21,421,532	)		2,762,759


Net increase (decrease) in net assets from operations	$	(38,941,268	)	$	5,865,601


Capital transactions —
Contributions	$	90,182,261		$	13,947,683
Withdrawals		(28,127,386	)		(7,019,291	)


Net increase in net assets from capital transactions	$	62,054,875		$	6,928,392


Net increase in net assets	$	23,113,607		$	12,793,993





Net Assets

At beginning of year	$	38,657,274		$	25,863,281


At end of year	$	61,770,881		$	38,657,274


By:		/s/ Duncan W. Richardson Duncan W. Richardson
		President

Date:		February 16, 2009


By:		/s/ Barbara E. Campbell Barbara E. Campbell
		Treasurer

Date:		February 16, 2009

By:		/s/ Duncan W. Richardson Duncan W. Richardson
		President

Date:		February 16, 2009

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	Item 1. Reports to Stockholders
	Item 2. Code of Ethics
	Item 3. Audit Committee Financial Expert
	Item 4. Principal Accountant Fees and Services
	Item 5. Audit Committee of Listed registrants
	Item 6. Schedule of Investments
	Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies
	Item 8. Portfolio Managers of Closed-End Management Investment Companies
	Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers
	Item 10. Submission of Matters to a Vote of Security Holders
	Item 11. Controls and Procedures
	Item 12. Exhibits
Signatures
EX-99.CERT Section 302 Certifications
EX-99.906CERT Section 906 Certifications

	(a)		the Annual Report of the Portfolio on Form N-CSR for the period ended December 31, 2008 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended

	(b)		the information contained in the Report fairly presents, in all material respects, the financial condition and the results of operations of the Portfolio for such period.


164-2/09	SCGSRC