Eaton Vance Small-Cap Portfolio

0000950123-09-039106.txt : 20090828 0000950123-09-039106.hdr.sgml : 20090828 20090828104756 ACCESSION NUMBER: 0000950123-09-039106 CONFORMED SUBMISSION TYPE: N-CSRS PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20090630 FILED AS OF DATE: 20090828 DATE AS OF CHANGE: 20090828 EFFECTIVENESS DATE: 20090828 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SMALL-CAP PORTFOLIO CENTRAL INDEX KEY: 0001105226 IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: N-CSRS SEC ACT: 1940 Act SEC FILE NUMBER: 811-09915 FILM NUMBER: 091041644 BUSINESS ADDRESS: STREET 1: EATON VANCE BUILDING STREET 2: 255 STATE STREET CITY: BOSTON STATE: MA ZIP: 02109 BUSINESS PHONE: 800-225-6265 MAIL ADDRESS: STREET 1: EATON VANCE BUILDING STREET 2: 255 STATE STREET CITY: BOSTON STATE: MA ZIP: 02109 FORMER COMPANY: FORMER CONFORMED NAME: SMALL-CAP GROWTH PORTFOLIO DATE OF NAME CHANGE: 20020502 FORMER COMPANY: FORMER CONFORMED NAME: SMALL CO GROWTH PORTFOLIO DATE OF NAME CHANGE: 20000426 FORMER COMPANY: FORMER CONFORMED NAME: EMERGING GROWTH PORTFOLIO /MA DATE OF NAME CHANGE: 20000203

0001105226 S000005244 SMALL-CAP PORTFOLIO

C000014296 SMALL-CAP PORTFOLIO

N-CSRS 1 b76799a1nvcsrs.htm EATON VANCE SMALL-CAP PORTFOLIO Eaton Vance 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
(Formerly Small-Cap Growth Portfolio)

(Exact Name of registrant as Specified in Charter)

Two International Place, Boston, Massachusetts 02110
(Address of Principal Executive Offices)

Maureen A. Gemma
Two International Place, Boston, Massachusetts 02110
(Name and Address of Agent for Services)

(617) 482-8260

(registrant’s Telephone Number)

December 31

Date of Fiscal Year End

June 30, 2009

Date of Reporting Period

TABLE OF CONTENTS


	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 Certification
EX-99.906CERT Section 906 Certification

Item 1. Reports to Stockholders

Small-Cap Portfolio as of June 30, 2009

PORTFOLIO OF INVESTMENTS (Unaudited)


Common Stocks — 96.2%

Security	Shares		Value



Aerospace & Defense — 3.4%

Alliant Techsystems, Inc.⁽¹⁾		14,300	$	1,177,748
Axsys Technologies, Inc.⁽¹⁾		26,360		1,413,950


			$	2,591,698




Capital Markets — 4.2%

Affiliated Managers Group, Inc.⁽¹⁾		26,250	$	1,527,487
Duff & Phelps Corp., Class A		34,040		605,231
Lazard, Ltd., Class A		42,080		1,132,794


			$	3,265,512




Chemicals — 3.0%

Calgon Carbon Corp.⁽¹⁾		87,360	$	1,213,430
Terra Industries, Inc.		44,550		1,079,001


			$	2,292,431




Commercial Banks — 1.7%

Cullen/Frost Bankers, Inc.		13,510	$	623,081
Iberiabank Corp.		3,310		130,447
Sterling Bancshares, Inc.		18,490		117,042
Wilmington Trust Corp.		31,060		424,280


			$	1,294,850




Communications Equipment — 2.2%

Brocade Communications Systems, Inc.⁽¹⁾		215,500	$	1,685,210


			$	1,685,210




Computers & Peripherals — 1.4%

Stratasys, Inc.⁽¹⁾		100,995	$	1,109,935


			$	1,109,935




Construction & Engineering — 2.8%

Foster Wheeler AG⁽¹⁾		48,250	$	1,145,937
Tutor Perini Corp.⁽¹⁾		57,220		993,339


			$	2,139,276




Distributors — 1.3%

LKQ Corp.⁽¹⁾		62,340	$	1,025,493


			$	1,025,493



Electronic Equipment, Instruments & Components — 3.0%

FLIR Systems, Inc.⁽¹⁾		50,720	$	1,144,243
National Instruments Corp.		52,090		1,175,150


			$	2,319,393




Energy Equipment & Services — 5.0%

CARBO Ceramics, Inc.		29,990	$	1,025,658
Dril-Quip, Inc.⁽¹⁾		27,530		1,048,893
NATCO Group, Inc., Class A⁽¹⁾		54,570		1,796,444


			$	3,870,995




Food Products — 3.0%

Corn Products International, Inc.		43,040	$	1,153,042
Ralcorp Holdings, Inc.⁽¹⁾		19,330		1,177,584


			$	2,330,626




Health Care Equipment & Supplies — 6.1%

IDEXX Laboratories, Inc.⁽¹⁾		25,970	$	1,199,814
ResMed, Inc.⁽¹⁾		27,900		1,136,367
West Pharmaceutical Services, Inc.		33,935		1,182,635
Wright Medical Group, Inc.⁽¹⁾		75,150		1,221,939


			$	4,740,755




Health Care Providers & Services — 1.7%

VCA Antech, Inc.⁽¹⁾		47,730	$	1,274,391


			$	1,274,391




Hotels, Restaurants & Leisure — 2.7%

Jack in the Box, Inc.⁽¹⁾		43,210	$	970,064
Scientific Games Corp., Class A⁽¹⁾		71,410		1,126,136


			$	2,096,200




Household Durables — 0.3%

Mohawk Industries, Inc.⁽¹⁾		6,630	$	236,558


			$	236,558




Household Products — 1.5%

Church & Dwight Co., Inc.		21,395	$	1,161,962


			$	1,161,962

See notes to financial statements

Small-Cap Portfolio as of June 30, 2009

PORTFOLIO OF INVESTMENTS (Unaudited) CONT’D


Security	Shares		Value



Insurance — 3.1%

HCC Insurance Holdings, Inc.		48,540	$	1,165,445
Markel Corp.⁽¹⁾		4,360		1,228,212


			$	2,393,657




IT Services — 4.2%

Euronet Worldwide, Inc.⁽¹⁾		101,435	$	1,966,825
ManTech International Corp., Class A⁽¹⁾		29,300		1,261,072


			$	3,227,897




Machinery — 2.3%

Astec Industries, Inc.⁽¹⁾		40,330	$	1,197,398
Bucyrus International, Inc.		21,530		614,897


			$	1,812,295




Media — 0.7%

Arbitron, Inc.		35,830	$	569,339


			$	569,339




Metals & Mining — 3.5%

IAMGOLD Corp.		130,770	$	1,323,392
Walter Energy, Inc.		37,830		1,370,959


			$	2,694,351




Multiline Retail — 2.6%

Big Lots, Inc.⁽¹⁾		55,300	$	1,162,959
Dollar Tree, Inc.⁽¹⁾		20,030		843,263


			$	2,006,222




Multi-Utilities — 1.3%

CMS Energy Corp.		83,490	$	1,008,559


			$	1,008,559




Oil, Gas & Consumable Fuels — 5.9%

Arch Coal, Inc.		21,090	$	324,153
Brigham Exploration Co.⁽¹⁾		153,470		535,610
Cabot Oil & Gas Corp.		37,640		1,153,290
Petrohawk Energy Corp.⁽¹⁾		63,030		1,405,569
Pioneer Natural Resources Co.		21,900		558,450
Range Resources Corp.		13,160		544,956


			$	4,522,028



Personal Products — 3.2%

Chattem, Inc.⁽¹⁾		19,025	$	1,295,603
Mead Johnson Nutrition Co., Class A⁽¹⁾		37,854		1,202,622


			$	2,498,225




Pharmaceuticals — 1.6%

Perrigo Co.		44,350	$	1,232,043


			$	1,232,043




Professional Services — 3.9%

Equifax, Inc.		26,870	$	701,307
FTI Consulting, Inc.⁽¹⁾		22,640		1,148,301
Robert Half International, Inc.		50,410		1,190,684


			$	3,040,292




Road & Rail — 2.3%

Genesee & Wyoming, Inc., Class A⁽¹⁾		22,110	$	586,136
Kansas City Southern⁽¹⁾		73,280		1,180,541


			$	1,766,677




Semiconductors & Semiconductor Equipment — 7.5%

Atheros Communications, Inc.⁽¹⁾		66,660	$	1,282,538
Intersil Corp., Class A		79,030		993,407
Micron Technology, Inc.⁽¹⁾		74,300		375,958
ON Semiconductor Corp.⁽¹⁾		212,360		1,456,790
Tessera Technologies, Inc.⁽¹⁾		23,540		595,327
Varian Semiconductor Equipment Associates, Inc.⁽¹⁾		45,210		1,084,588


			$	5,788,608




Software — 3.9%

Rosetta Stone, Inc.⁽¹⁾		20,501	$	562,547
Sybase, Inc.⁽¹⁾		40,429		1,267,045
Synopsys, Inc.⁽¹⁾		61,300		1,195,963


			$	3,025,555




Specialty Retail — 3.8%

Advance Auto Parts, Inc.		32,030	$	1,328,925
Hibbett Sports, Inc.⁽¹⁾		44,240		796,320
Jo-Ann Stores, Inc.⁽¹⁾		38,870		803,443


			$	2,928,688

See notes to financial statements

Small-Cap Portfolio as of June 30, 2009

PORTFOLIO OF INVESTMENTS (Unaudited) CONT’D


Security	Shares		Value



Textiles, Apparel & Luxury Goods — 1.5%

Hanesbrands, Inc.⁽¹⁾		77,264	$	1,159,733


			$	1,159,733




Trading Companies & Distributors — 1.6%

GATX Corp.		47,090	$	1,211,155


			$	1,211,155



Total Common Stocks
(identified cost $73,507,819)			$	74,320,609




Short-Term Investments — 6.3%

	Interest
Description	(000’s omitted)		Value


Cash Management Portfolio, 0.00%⁽²⁾	$	4,839	$	4,839,187



Total Short-Term Investments
(identified cost $4,839,187)			$	4,839,187



Total Investments — 102.5%
(identified cost $78,347,006)			$	79,159,796



Other Assets, Less Liabilities — (2.5)%			$	(1,941,727	)



Net Assets — 100.0%			$	77,218,069

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


(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, 2009.

See notes to financial statements

Small-Cap Portfolio as of June 30, 2009

FINANCIAL STATEMENTS (Unaudited)

Statement of Assets and Liabilities


As of June 30, 2009

Assets

Unaffiliated investments, at value (identified cost, $73,507,819)	$	74,320,609
Affiliated investment, at value (identified cost, $4,839,187)		4,839,187
Dividends receivable		28,852
Interest receivable from affiliated investment		37


Total assets	$	79,188,685





Liabilities

Payable for investments purchased	$	1,892,500
Payable to affiliates:
Investment adviser fee		46,553
Trustees’ fees		813
Accrued expenses		30,750


Total liabilities	$	1,970,616


Net Assets applicable to investors’ interest in Portfolio	$	77,218,069





Sources of Net Assets

Net proceeds from capital contributions and withdrawals	$	76,405,279
Net unrealized appreciation		812,790


Total	$	77,218,069

Statement of Operations


For the Six Months Ended
June 30, 2009

Investment Income

Dividends	$	250,952
Interest allocated from affiliated investment		12,506
Expenses allocated from affiliated investment		(9,826	)


Total investment income	$	253,632





Expenses

Investment adviser fee	$	237,490
Trustees’ fees and expenses		1,625
Custodian fee		24,572
Legal and accounting services		17,957
Miscellaneous		1,681


Total expenses	$	283,325



Net investment loss	$	(29,693	)





Realized and Unrealized Gain (Loss)

Net realized gain (loss) —
Investment transactions	$	(9,188,792	)


Net realized loss	$	(9,188,792	)


Change in unrealized appreciation (depreciation) —
Investments	$	15,483,182


Net change in unrealized appreciation (depreciation)	$	15,483,182



Net realized and unrealized gain	$	6,294,390



Net increase in net assets from operations	$	6,264,697

See notes to financial statements

Small-Cap Portfolio as of June 30, 2009

FINANCIAL STATEMENTS CONT’D

Statements of Changes in Net Assets


	Six Months Ended
Increase (Decrease)	June 30, 2009			Year Ended
in Net Assets	(Unaudited)			December 31, 2008

From operations —
Net investment loss	$	(29,693	)	$	(107,873	)
Net realized loss from investment and foreign currency transactions		(9,188,792	)		(17,411,863	)
Net change in unrealized appreciation (depreciation) from investments		15,483,182			(21,421,532	)


Net increase (decrease) in net assets from operations	$	6,264,697		$	(38,941,268	)


Capital transactions —
Contributions	$	23,065,809		$	90,182,261
Withdrawals		(13,883,318	)		(28,127,386	)


Net increase in net assets from capital transactions	$	9,182,491		$	62,054,875



Net increase in net assets	$	15,447,188		$	23,113,607





Net Assets

At beginning of period	$	61,770,881		$	38,657,274


At end of period	$	77,218,069		$	61,770,881

See notes to financial statements

Small-Cap Portfolio as of June 30, 2009

FINANCIAL STATEMENTS CONT’D

Supplementary Data


	Six Months Ended			Year Ended December 31,
	June 30, 2009
	(Unaudited)			2008			2007			2006			2005			2004



Ratios/Supplemental Data

Ratios (As a percentage of average daily net assets):
Expenses before custodian fee reduction⁽¹⁾		0.90	%⁽⁴⁾		0.97	%		0.97	%		1.07	%⁽²⁾		1.14	%⁽²⁾		1.18	%⁽²⁾
Net investment loss		(0.09	)%⁽⁴⁾		(0.20	)%		(0.26	)%		(0.29	)%		(0.59	)%		(0.90	)%
Portfolio Turnover		42	%⁽⁵⁾		94	%		75	%		103	%		218	%		276	%


Total Return		9.65	%⁽⁵⁾		(37.89	)%		21.13	%		16.33	%		7.02	%		4.23	%⁽³⁾



Net assets, end of period (000’s omitted)	$	77,218		$	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.

(4)		Annualized.

(5)		Not annualized.

See notes to financial statements

Small-Cap Portfolio as of June 30, 2009

NOTES TO FINANCIAL STATEMENTS (Unaudited)

1 Significant Accounting Policies

Small-Cap 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 June 30, 2009, Eaton Vance Small-Cap Fund and Eaton Vance Equity Asset Allocation Fund held an interest of 86.4% and 2.5%, 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 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 securities 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 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 security’s value, or the amount that the Portfolio might reasonably expect to receive for the security upon its current sale in the ordinary course. Each such determination is based on a consideration of 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 security’s disposition, the price and extent of public trading in similar securities of the issuer or of comparable companies, quotations or relevant information obtained from broker-dealers or other market participants, information obtained from the issuer, analysts, and/or the appropriate stock exchange (for exchange-traded securities), an analysis of the company’s 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 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 generally 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 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 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.

Small-Cap Portfolio as of June 30, 2009

NOTES TO FINANCIAL STATEMENTS (Unaudited) CONT’D

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

As of June 30, 2009, 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.

I Interim Financial Statements — The interim financial statements relating to June 30, 2009 and for the six months then ended have not been audited by an independent registered public accounting firm, but in the opinion of the Portfolio’s 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 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 investment adviser fee. For the six months ended June 30, 2009, the Portfolio’s investment adviser fee totaled $246,862 of which $9,372 was allocated from Cash Management and $237,490 was paid or accrued directly by the Portfolio. For the six months ended June 30, 2009, the Portfolio’s investment adviser fee, including the portion allocated from Cash Management, was 0.75% (annualized) 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

Small-Cap Portfolio as of June 30, 2009

NOTES TO FINANCIAL STATEMENTS (Unaudited) CONT’D

Compensation Plan. For the six months ended June 30, 2009, 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 $34,903,401 and $26,312,082, respectively, for the six months ended June 30, 2009.

4 Federal Income Tax Basis of Investments

The cost and unrealized appreciation (depreciation) of investments of the Portfolio at June 30, 2009, as determined on a federal income tax basis, were as follows:


Aggregate cost	$	78,540,592


Gross unrealized appreciation	$	6,804,484
Gross unrealized depreciation		(6,185,280	)


Net unrealized appreciation	$	619,204

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 six months ended June 30, 2009.

6 Fair Value Measurements

Financial Accounting Standards Board Statement of Financial Accounting Standards No. 157 (FAS 157), “Fair Value Measurements”, 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 June 30, 2009, the inputs used in valuing the Portfolio’s investments, which are carried at value, were as follows:


	Quoted Prices
	in Active		Significant
	Markets for		Other		Significant
	Identical		Observable		Unobservable
	Assets		Inputs		Inputs
Asset Description	(Level 1)		(Level 2)		(Level 3)		Total

Common Stocks	$	74,320,609	$	—	$	—	$	74,320,609
Short-Term Investments		4,839,187		—		—		4,839,187


Total Investments	$	79,159,796	$	—	$	—	$	79,159,796

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 June 30, 2009 whose fair value was determined using Level 3 inputs.

7 Review for Subsequent Events

In connection with the preparation of the financial statements of the Portfolio as of and for the six months ended June 30, 2009, events and transactions subsequent to June 30, 2009 through August 14, 2009, the date the financial statements were issued, have been evaluated by the Portfolio’s management for possible adjustment and/or disclosure. Management has not identified any subsequent events requiring financial statement disclosure as of the date these financial statements were issued.

Eaton Vance Small-Cap Fund

BOARD OF TRUSTEES’ ANNUAL APPROVAL OF 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 27, 2009, 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 2009. 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 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, 2009, the Board met eighteen 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 seven, five, six, six and six 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.

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 Small-Cap Portfolio (formerly, Small-Cap Growth Portfolio) (the “Portfolio”), the portfolio in which Eaton Vance Small-Cap Fund (formerly, Eaton Vance Small-Cap Growth 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 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.

The Board considered the Adviser’s recommendations for Board action and other steps taken in response to the unprecedented dislocations experienced in the capital markets over recent periods, including sustained periods of high volatility, credit disruption and government intervention. In particular, the Board considered the Adviser’s efforts and expertise with respect to each of the following matters as they relate to the Fund and/or other funds within the Eaton Vance family of funds: (i) negotiating and maintaining the

Eaton Vance Small-Cap Fund

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

availability of bank loan facilities and other sources of credit used for investment purposes or to satisfy liquidity needs; (ii) establishing the fair value of securities and other instruments held in investment portfolios during periods of market volatility and issuer-specific disruptions; and (iii) the ongoing monitoring of investment management processes and risk controls.

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 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, 2008 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, 2008, 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

OFFICERS AND TRUSTEES

Eaton Vance Small-Cap Fund


Officers Thomas E. Faust Jr. President and Trustee Michael A. Allison Vice President J. Scott Craig Vice President Gregory R. Greene Vice President Duke E. Laflamme Vice President Thomas H. Luster Vice President Michael R. Mach Vice President Robert J. Milmore Vice President J. Bradley Ohlmuller Vice President Duncan W. Richardson Vice President Walter A. Row, III Vice President Judith A. Saryan Vice President Michael W. Weilheimer Vice President Barbara E. Campbell Treasurer Maureen A. Gemma Secretary and Chief Legal Officer Paul M. O’Neil Chief Compliance Officer		Trustees Ralph F. Verni Chairman Benjamin C. Esty Allen R. Freedman William H. Park Ronald A. Pearlman Helen Frame Peters Heidi L. Steiger Lynn A. Stout

Small-Cap Portfolio


Officers Duncan W. Richardson President Nancy B. Tooke Vice President Barbara E. Campbell Treasurer Maureen A. Gemma Secretary and Chief Legal Officer Paul M. O’Neil Chief Compliance Officer		Trustees Ralph F. Verni Chairman Benjamin C. Esty Thomas E. Faust Jr. Allen R. Freedman William H. Park Ronald A. Pearlman Helen Frame Peters Heidi L. Steiger Lynn A. Stout

This Page Intentionally Left Blank

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

PNC Global Investment Servicing

Attn: Eaton Vance Funds

P.O. Box 9653

Providence, RI 02940-9653

(800) 262-1122

Eaton Vance Small-Cap Fund

Two International Place

Boston, MA 02110

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.


164-8/09	SCGSRC

Item 2. Code of Ethics

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

Item 3. Audit Committee Financial Expert

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

Item 4. Principal Accountant Fees and Services

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 required in this filing.

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

Not required in this filing.

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

Not required in this filing.

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

No Material Changes.

Item 11. Controls and Procedures

(a) It is the conclusion of the registrant’s principal executive officer and principal financial officer that the effectiveness of the registrant’s current disclosure controls and procedures (such disclosure controls and procedures having been evaluated within 90 days of the date of this filing) provide reasonable

assurance that the information required to be disclosed by the registrant has been recorded, processed, summarized and reported within the time period specified in the Commission’s rules and forms and that the information required to be disclosed by the registrant has been accumulated and communicated to the registrant’s principal executive officer and principal financial officer in order to allow timely decisions regarding required disclosure.

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

Item 12. Exhibits


(a)(1)		Registrant’s Code of Ethics – Not applicable (please see Item 2).

(a)(2)(i)		Treasurer’s Section 302 certification.

(a)(2)(ii)		President’s Section 302 certification.

(b)		Combined Section 906 certification.

Signatures

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


Small-Cap Portfolio

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

Date: August 12, 2009

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



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

Date: August 12, 2009



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

Date: August 12, 2009

EX-99.CERT 2 b76799a1exv99wcert.htm EX-99.CERT SECTION 302 CERTIFICATION EX-99.CERT Section 302 Certification

Small-Cap Portfolio
FORM N-CSR

Exhibit 12(a)(2)(i)

CERTIFICATION

I, Barbara E. Campbell, certify that:

1. I have reviewed this report on Form N-CSR of Small-Cap Portfolio;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s 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; and

5. The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: August 12, 2009


	/s/ Barbara E. Campbell
	Barbara E. Campbell
	Treasurer

Small-Cap Portfolio
FORM N-CSR

Exhibit 12(a)(2)(ii)

CERTIFICATION

I, Duncan W. Richardson, certify that:

1. I have reviewed this report on Form N-CSR of Small-Cap Portfolio;

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 12, 2009


	/s/ Duncan W. Richardson
	Duncan W. Richardson
	President

EX-99.906CERT 3 b76799a1exv99w906cert.htm EX-99.906CERT SECTION 906 CERTIFICATION EX-99.906CERT Section 906 Certification

Form N-CSR Item 12(b) Exhibit

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned hereby certify in their capacity as Treasurer and President, respectively, of Small-Cap Portfolio (the “Portfolio”), that:

	(a)		the Semi-Annual Report of the Portfolio on Form N-CSR for the period ended June 30, 2009 (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.

A signed original of this written statement required by section 906 has been provided to the Portfolio and will be retained by the Portfolio and furnished to the Securities and Exchange Commission or its staff upon request.

Small-Cap Portfolio

Date: August 12, 2009


/s/ Barbara E. Campbell
Barbara E. Campbell
Treasurer

Date: August 12, 2009


/s/ Duncan W. Richardson
Duncan W. Richardson
President

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents