UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-Q
QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
811-09915
Investment Company Act File Number
Small-Cap Portfolio
(Exact Name of Registrant as Specified in Charter)
Two International Place, Boston, Massachusetts 02110
(Address of Principal Executive Offices)
Maureen A. Gemma
Two International Place, Boston, Massachusetts 02110
(Name and Address of Agent for Services)
(617) 482-8260
(Registrants Telephone Number, Including Area Code)
December 31
Date of Fiscal Year End
March 31, 2012
Date of Reporting Period
Item 1. Schedule of Investments
Eaton Vance
Small-Cap Portfolio
March 31, 2012
PORTFOLIO OF INVESTMENTS (Unaudited)
Common Stocks 96.4%
Security | Shares | Value | ||||||
Aerospace & Defense 1.5% |
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Aerovironment, Inc.(1) |
121,050 | $ | 3,245,351 | |||||
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|
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$ | 3,245,351 | |||||||
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|
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Building Products 3.0% |
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Armstrong World Industries, Inc. |
66,180 | $ | 3,227,598 | |||||
Trex Co., Inc.(1) |
98,670 | 3,165,334 | ||||||
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|
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$ | 6,392,932 | |||||||
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|
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Capital Markets 4.0% |
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HFF, Inc., Class A(1) |
99,100 | $ | 1,632,177 | |||||
Lazard, Ltd., Class A |
133,920 | 3,824,755 | ||||||
Walter Investment Management Corp. |
143,905 | 3,245,058 | ||||||
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|
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$ | 8,701,990 | |||||||
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|
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Chemicals 3.4% |
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Balchem Corp. |
110,310 | $ | 3,336,878 | |||||
LSB Industries, Inc.(1) |
103,360 | 4,022,771 | ||||||
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|
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$ | 7,359,649 | |||||||
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|
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Commercial Banks 2.1% |
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Signature Bank(1) |
33,840 | $ | 2,133,274 | |||||
Texas Capital Bancshares, Inc.(1) |
71,550 | 2,477,061 | ||||||
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|
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$ | 4,610,335 | |||||||
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|
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Commercial Services & Supplies 2.1% |
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Team, Inc.(1) |
145,391 | $ | 4,499,851 | |||||
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|
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$ | 4,499,851 | |||||||
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|
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Communications Equipment 1.5% |
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Sycamore Networks, Inc.(1) |
177,100 | $ | 3,141,754 | |||||
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|
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$ | 3,141,754 | |||||||
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|
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Computers & Peripherals 1.7% |
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Quantum Corp.(1) |
1,400,940 | $ | 3,670,463 | |||||
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|
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$ | 3,670,463 | |||||||
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|
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Construction & Engineering 1.5% |
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MYR Group, Inc.(1) |
187,250 | $ | 3,344,285 | |||||
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|
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$ | 3,344,285 | |||||||
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|
1
Security | Shares | Value | ||||||
Distributors 1.9% |
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LKQ Corp.(1) |
132,730 | $ | 4,137,194 | |||||
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|
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$ | 4,137,194 | |||||||
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|
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Electronic Equipment, Instruments & Components 4.9% |
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Elster Group SE ADR(1) |
214,400 | $ | 3,389,664 | |||||
FEI Co.(1) |
74,150 | 3,641,507 | ||||||
National Instruments Corp. |
125,795 | 3,587,673 | ||||||
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|
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$ | 10,618,844 | |||||||
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|
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Energy Equipment & Services 2.2% |
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Hornbeck Offshore Services, Inc.(1) |
88,210 | $ | 3,707,466 | |||||
Poseidon Concepts Corp. |
72,510 | 1,019,189 | ||||||
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|
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$ | 4,726,655 | |||||||
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|
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Food Products 1.8% |
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Corn Products International, Inc. |
65,650 | $ | 3,784,722 | |||||
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|
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$ | 3,784,722 | |||||||
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|
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Health Care Equipment & Supplies 3.5% |
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Analogic Corp. |
64,070 | $ | 4,327,288 | |||||
Orthofix International NV(1) |
83,240 | 3,128,159 | ||||||
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|
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$ | 7,455,447 | |||||||
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|
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Health Care Providers & Services 4.8% |
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Catalyst Health Solutions, Inc.(1) |
51,027 | $ | 3,251,951 | |||||
ExamWorks Group, Inc.(1) |
231,688 | 2,877,565 | ||||||
MEDNAX, Inc.(1) |
57,890 | 4,305,279 | ||||||
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|
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$ | 10,434,795 | |||||||
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Household Products 2.1% |
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Church & Dwight Co., Inc. |
91,690 | $ | 4,510,231 | |||||
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$ | 4,510,231 | |||||||
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|
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Insurance 5.1% |
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Allied World Assurance Co. Holdings, Ltd. |
56,590 | $ | 3,886,035 | |||||
Hanover Insurance Group, Inc. (The) |
88,880 | 3,654,746 | ||||||
HCC Insurance Holdings, Inc. |
113,520 | 3,538,418 | ||||||
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|
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$ | 11,079,199 | |||||||
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IT Services 1.7% |
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Euronet Worldwide, Inc.(1) |
176,310 | $ | 3,683,116 | |||||
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$ | 3,683,116 | |||||||
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Life Sciences Tools & Services 1.8% |
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Bruker Corp.(1) |
250,270 | $ | 3,831,634 | |||||
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|
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$ | 3,831,634 | |||||||
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|
2
Security | Shares | Value | ||||||
Machinery 7.3% |
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Astec Industries, Inc.(1) |
94,314 | $ | 3,440,575 | |||||
Colfax Corp.(1) |
104,980 | 3,699,495 | ||||||
RBC Bearings, Inc.(1) |
89,760 | 4,140,629 | ||||||
Valmont Industries, Inc. |
38,620 | 4,534,374 | ||||||
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|
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$ | 15,815,073 | |||||||
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Marine 2.0% |
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Kirby Corp.(1) |
65,040 | $ | 4,278,982 | |||||
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$ | 4,278,982 | |||||||
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Media 1.8% |
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John Wiley & Sons, Inc., Class A |
81,380 | $ | 3,872,874 | |||||
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$ | 3,872,874 | |||||||
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|
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Metals & Mining 3.2% |
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Compass Minerals International, Inc. |
44,870 | $ | 3,218,974 | |||||
Molycorp, Inc.(1) |
108,950 | 3,685,778 | ||||||
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|
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$ | 6,904,752 | |||||||
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|
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Multiline Retail 3.8% |
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Big Lots, Inc.(1) |
88,650 | $ | 3,813,723 | |||||
Freds, Inc., Class A |
302,070 | 4,413,243 | ||||||
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|
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$ | 8,226,966 | |||||||
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|
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Oil, Gas & Consumable Fuels 6.3% |
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Goodrich Petroleum Corp.(1) |
217,060 | $ | 4,128,481 | |||||
Kodiak Oil & Gas Corp.(1) |
339,160 | 3,378,034 | ||||||
Petroleum Development Corp.(1) |
84,090 | 3,118,898 | ||||||
SM Energy Co. |
43,530 | 3,080,618 | ||||||
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|
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$ | 13,706,031 | |||||||
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Pharmaceuticals 0.5% |
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Questcor Pharmaceuticals, Inc.(1) |
28,400 | $ | 1,068,408 | |||||
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$ | 1,068,408 | |||||||
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Professional Services 1.5% |
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FTI Consulting, Inc.(1) |
84,420 | $ | 3,167,438 | |||||
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$ | 3,167,438 | |||||||
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|
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Real Estate Investment Trusts (REITs) 4.3% |
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American Campus Communities, Inc. |
77,740 | $ | 3,476,533 | |||||
Mid-America Apartment Communities, Inc. |
33,080 | 2,217,352 | ||||||
PS Business Parks, Inc. |
55,199 | 3,617,743 | ||||||
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$ | 9,311,628 | |||||||
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3
Security | Shares | Value | ||||||
Real Estate Management & Development 1.9% |
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Forestar Real Estate Group, Inc.(1) |
263,189 | $ | 4,050,479 | |||||
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$ | 4,050,479 | |||||||
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|
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Semiconductors & Semiconductor Equipment 4.0% |
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Cirrus Logic, Inc.(1) |
225,250 | $ | 5,360,950 | |||||
Cypress Semiconductor Corp.(1) |
212,400 | 3,319,812 | ||||||
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|
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$ | 8,680,762 | |||||||
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|
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Software 3.9% |
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Mentor Graphics Corp.(1) |
269,900 | $ | 4,010,714 | |||||
Parametric Technology Corp.(1) |
160,230 | 4,476,826 | ||||||
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$ | 8,487,540 | |||||||
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|
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Specialty Retail 5.3% |
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GNC Holdings, Inc., Class A |
143,090 | $ | 4,992,410 | |||||
Monro Muffler Brake, Inc. |
91,000 | 3,775,590 | ||||||
Select Comfort Corp.(1) |
83,680 | 2,710,395 | ||||||
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|
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$ | 11,478,395 | |||||||
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|
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Total Common Stocks |
$ | 208,277,775 | ||||||
|
|
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Short-Term Investments 2.7% |
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Description | Interest (000s omitted) |
Value | ||||||
Eaton Vance Cash Reserves Fund, LLC, 0.09%(2) |
$ | 5,762 | $ | 5,762,434 | ||||
|
|
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Total Short-Term Investments |
$ | 5,762,434 | ||||||
|
|
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Total Investments 99.1% |
$ | 214,040,209 | ||||||
|
|
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Other Assets, Less Liabilities 0.9% |
$ | 2,012,179 | ||||||
|
|
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Net Assets 100.0% |
$ | 216,052,388 | ||||||
|
|
The percentage shown for each investment category in the Portfolio of Investments is based on net assets.
ADR |
- | American Depositary Receipt |
(1) | Non-income producing security. |
(2) | Affiliated investment company available to Eaton Vance portfolios and funds which invests in high quality, U.S. dollar denominated money market instruments. The rate shown is the annualized seven-day yield as of March 31, 2012. Net income allocated from the investment in Eaton Vance Cash Reserves Fund, LLC for the fiscal year to date ended March 31, 2012 was $1,972. |
4
The Portfolio did not have any open financial instruments at March 31, 2012.
The cost and unrealized appreciation (depreciation) of investments of the Portfolio at March 31, 2012, as determined on a federal income tax basis, were as follows:
Aggregate cost |
$ | 180,917,147 | ||
|
|
|||
Gross unrealized appreciation |
$ | 37,162,306 | ||
Gross unrealized depreciation |
(4,039,244 | ) | ||
|
|
|||
Net unrealized appreciation |
$ | 33,123,062 | ||
|
|
Under generally accepted accounting principles for fair value measurements, a three-tier hierarchy to prioritize the assumptions, referred to as inputs, is used in valuation techniques to measure fair value. The three-tier hierarchy of inputs is summarized in the three broad levels listed below.
| Level 1 quoted prices in active markets for identical investments |
| Level 2 other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.) |
| Level 3 significant unobservable inputs (including a funds own assumptions in determining the fair value of investments) |
In cases where the inputs used to measure fair value fall in different levels of the fair value hierarchy, the level disclosed is determined based on the lowest level input that is significant to the fair value measurement in its entirety. The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.
At March 31, 2012, the hierarchy of inputs used in valuing the Portfolios investments, which are carried at value, were as follows:
Asset Description | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
Common Stocks |
$ | 208,277,775 | * | $ | | $ | | $ | 208,277,775 | |||||||
Short-Term Investments |
| 5,762,434 | | 5,762,434 | ||||||||||||
Total Investments |
$ | 208,277,775 | $ | 5,762,434 | $ | | $ | 214,040,209 |
* | The level classification by major category of investments is the same as the category presentation in the Portfolio of Investments. |
The Portfolio held no investments or other financial instruments as of December 31, 2011 whose fair value was determined using Level 3 inputs. At March 31, 2012, there were no investments transferred between Level 1 and Level 2 during the fiscal year to date then ended.
For information on the Portfolios policy regarding the valuation of investments and other significant accounting policies, please refer to the Portfolios most recent financial statements included in its semiannual or annual report to shareholders.
Subsequent Events
As of the close of business on April 30, 2012, the Eaton Vance Small-Cap Fund withdrew its entire interest in the Portfolio in cash and securities. On May 1, 2012, the Portfolio terminated.
5
Item 2. Controls and Procedures
(a) It is the conclusion of the registrants principal executive officer and principal financial officer that the effectiveness of the registrants current disclosure controls and procedures (such disclosure controls and procedures having been evaluated within 90 days of the date of this filing) provide reasonable assurance that the information required to be disclosed by the registrant on this Form N-Q has been recorded, processed, summarized and reported within the time period specified in the Commissions rules and forms and that the information required to be disclosed by the registrant on this Form N-Q has been accumulated and communicated to the registrants principal executive officer and principal financial officer in order to allow timely decisions regarding required disclosure.
(b) There have been no changes in the registrants internal controls over financial reporting during the fiscal quarter for which the report is being filed that have materially affected, or are reasonably likely to materially affect the registrants internal control over financial reporting.
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/ Nancy B. Tooke | |
Nancy B. Tooke | ||
President | ||
Date: | May 25, 2012 |
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/ Nancy B. Tooke | |
Nancy B. Tooke | ||
President | ||
Date: | May 25, 2012 |
By: | /s/ Barbara E. Campbell | |
Barbara E. Campbell | ||
Treasurer | ||
Date: | May 25, 2012 |
Small-Cap Portfolio
Certification
Pursuant to Rule 302 of the Sarbanes-Oxley Act of 2003
I, Nancy B. Tooke, certify that:
1. I have reviewed this report on Form N-Q 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 schedule of investments included in this report, fairly present in all material respects the investments of the registrant as of the end of the fiscal quarter for which the report is being filed;
4. The registrants 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 registrants 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 registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and
5. The registrants other certifying officers and I have disclosed to the registrants auditors and the audit committee of the registrants 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 registrants 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 registrants internal control over financial reporting.
By: | /s/ Nancy B. Tooke | |
Nancy B. Tooke | ||
President | ||
Date: | May 25, 2012 |
Small-Cap Portfolio
Certification
Pursuant to Rule 302 of the Sarbanes-Oxley Act of 2003
I, Barbara E. Campbell, certify that:
1. I have reviewed this report on Form N-Q 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 schedule of investments included in this report, fairly present in all material respects the investments of the registrant as of the end of the fiscal quarter for which the report is being filed;
4. The registrants 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 registrants 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 registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and
5. The registrants other certifying officers and I have disclosed to the registrants auditors and the audit committee of the registrants 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 registrants 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 registrants internal control over financial reporting.
By: | /s/ Barbara E. Campbell | |
Barbara E. Campbell | ||
Treasurer | ||
Date: | May 25, 2012 |