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 | 811-10387 |
|
Tax Managed Value Portfolio |
(Exact name of registrant as specified in charter) |
|
The Eaton Vance Building, 255 State Street, Boston, Massachusetts | | 02109 |
(Address of principal executive offices) | | (Zip code) |
|
Alan R. Dynner |
The Eaton Vance Building, 255 State Street, Boston, Massachusetts 02109 |
(Name and address of agent for services) |
|
Registrant’s telephone number, including area code: | (617) 482-8260 | |
|
Date of fiscal year end: | October 31 | |
|
Date of reporting period: | October 31, 2005 | |
| | | | | | | | |
Item 1. Reports to Stockholders
Tax-Managed Value Portfolio as of October 31, 2005
PORTFOLIO OF INVESTMENTS
| Common Stocks — 97.7% | |
| Security | | Shares | | Value | |
| Aerospace and Defense — 2.4% | |
| General Dynamics Corp. | | | 100,000 | | | $ | 11,630,000 | | |
| Northrop Grumman Corp. | | | 200,000 | | | | 10,730,000 | | |
| | | $ | 22,360,000 | | |
| Auto Parts and Equipment — 1.1% | |
| BorgWarner, Inc. | | | 175,000 | | | $ | 10,148,250 | | |
| | | $ | 10,148,250 | | |
| Banks-Regional — 8.8% | |
| Bank of America Corp. | | | 500,000 | | | $ | 21,870,000 | | |
| Marshall & Ilsley Corp. | | | 125,000 | | | | 5,370,000 | | |
| SunTrust Banks, Inc. | | | 175,000 | | | | 12,684,000 | | |
| TCF Financial Corp. | | | 300,000 | | | | 8,130,000 | | |
| U.S. Bancorp | | | 200,000 | | | | 5,916,000 | | |
| Wachovia Corp. | | | 250,000 | | | | 12,630,000 | | |
| Wells Fargo & Co. | | | 275,000 | | | | 16,555,000 | | |
| | | $ | 83,155,000 | | |
| Chemicals — 1.2% | |
| Air Products and Chemicals, Inc. | | | 190,000 | | | $ | 10,875,600 | | |
| | | $ | 10,875,600 | | |
| Communications Services — 3.7% | |
| Alltel Corp. | | | 125,000 | | | $ | 7,732,500 | | |
| SBC Communications, Inc. | | | 550,000 | | | | 13,117,500 | | |
| Sprint Nextel Corp. | | | 300,000 | | | | 6,993,000 | | |
| Verizon Communications, Inc. | | | 240,000 | | | | 7,562,400 | | |
| | | $ | 35,405,400 | | |
| Computers and Business Equipment — 3.7% | |
| Hewlett-Packard Co. | | | 500,000 | | | $ | 14,020,000 | | |
| International Business Machines Corp. | | | 200,000 | | | | 16,376,000 | | |
| NCR Corp.(1) | | | 160,000 | | | | 4,835,200 | | |
| | | $ | 35,231,200 | | |
| Diversified Manufacturing — 0.6% | |
| Eaton Corp. | | | 100,000 | | | $ | 5,883,000 | | |
| | | $ | 5,883,000 | | |
| Security | | Shares | | Value | |
| Electric Utilities — 6.8% | |
| Dominion Resources, Inc. | | | 250,000 | | | $ | 19,020,000 | | |
| Entergy Corp. | | | 200,000 | | | | 14,144,000 | | |
| Exelon Corp. | | | 400,000 | | | | 20,812,000 | | |
| FPL Group, Inc. | | | 250,000 | | | | 10,765,000 | | |
| | | $ | 64,741,000 | | |
| Financial Services — 8.0% | |
| Citigroup, Inc. | | | 450,000 | | | $ | 20,601,000 | | |
| Countrywide Financial Corp. | | | 500,000 | | | | 15,885,000 | | |
| First American Corp. | | | 125,000 | | | | 5,477,500 | | |
| J.P.Morgan Chase & Co. | | | 400,000 | | | | 14,648,000 | | |
| Principal Financial Group, Inc. | | | 100,000 | | | | 4,963,000 | | |
| Washington Mutual, Inc. | | | 350,000 | | | | 13,860,000 | | |
| | | $ | 75,434,500 | | |
| Foods — 1.9% | |
| Nestle SA(2) | | | 60,000 | | | $ | 17,841,231 | | |
| | | $ | 17,841,231 | | |
| Health Care Services — 1.2% | |
| Medco Health Solutions, Inc.(1) | | | 200,000 | | | $ | 11,300,000 | | |
| | | $ | 11,300,000 | | |
| Home Builders — 0.9% | |
| Lennar Corp., Class A | | | 150,000 | | | $ | 8,337,000 | | |
| | | $ | 8,337,000 | | |
| Household Products — 1.2% | |
| Kimberly-Clark Corp. | | | 200,000 | | | $ | 11,368,000 | | |
| | | $ | 11,368,000 | | |
| Insurance — 6.4% | |
| Allstate Corp. | | | 175,000 | | | $ | 9,238,250 | | |
| American International Group, Inc. | | | 125,000 | | | | 8,100,000 | | |
| MetLife, Inc. | | | 300,000 | | | | 14,823,000 | | |
| Progressive Corp. | | | 100,000 | | | | 11,581,000 | | |
| Prudential Financial, Inc. | | | 225,000 | | | | 16,377,750 | | |
| | | $ | 60,120,000 | | |
See notes to financial statements
18
Tax-Managed Value Portfolio as of October 31, 2005
PORTFOLIO OF INVESTMENTS CONT'D
| Security | | Shares | | Value | |
| Investment Services — 6.1% | |
| Franklin Resources, Inc. | | | 75,000 | | | $ | 6,627,750 | | |
| Goldman Sachs Group, Inc. | | | 150,000 | | | | 18,955,500 | | |
| Lehman Brothers Holdings, Inc. | | | 135,000 | | | | 16,155,450 | | |
| Merrill Lynch & Co., Inc. | | | 250,000 | | | | 16,185,000 | | |
| | | $ | 57,923,700 | | |
| Machinery — 2.4% | |
| Caterpillar, Inc. | | | 200,000 | | | $ | 10,518,000 | | |
| Deere & Co. | | | 200,000 | | | | 12,136,000 | | |
| | | $ | 22,654,000 | | |
| Managed Care — 1.2% | |
| WellPoint, Inc.(1) | | | 150,000 | | | $ | 11,202,000 | | |
| | | $ | 11,202,000 | | |
| Media — 2.8% | |
| Time Warner, Inc. | | | 900,000 | | | $ | 16,047,000 | | |
| Walt Disney Co., (The) | | | 425,000 | | | | 10,355,125 | | |
| | | $ | 26,402,125 | | |
| Medical-Drugs — 3.2% | |
| Sanofi-Aventis ADR | | | 300,000 | | | $ | 12,036,000 | | |
| Wyeth | | | 400,000 | | | | 17,824,000 | | |
| | | $ | 29,860,000 | | |
| Medical-Lab Products & Services — 1.2% | |
| Fisher Scientific International, Inc.(1) | | | 200,000 | | | $ | 11,300,000 | | |
| | | $ | 11,300,000 | | |
| Metals-Industrial — 3.0% | |
| Alcoa, Inc. | | | 325,000 | | | $ | 7,894,250 | | |
| Peabody Energy Corp. | | | 150,000 | | | | 11,724,000 | | |
| Phelps Dodge Corp. | | | 75,000 | | | | 9,035,250 | | |
| | | $ | 28,653,500 | | |
| Oil and Gas-Equipment and Services — 1.6% | |
| GlobalSantaFe Corp. | | | 150,000 | | | $ | 6,682,500 | | |
| Transocean Sedco Forex, Inc.(1) | | | 150,000 | | | | 8,623,500 | | |
| | | $ | 15,306,000 | | |
| Security | | Shares | | Value | |
| Oil and Gas-Exploration and Production — 2.9% | |
| Apache Corp. | | | 200,000 | | | $ | 12,766,000 | | |
| Burlington Resources, Inc. | | | 200,000 | | | | 14,444,000 | | |
| | | $ | 27,210,000 | | |
| Oil and Gas-Integrated — 9.1% | |
| Chevron Corp. | | | 325,000 | | | $ | 18,547,750 | | |
| ConocoPhillips | | | 300,000 | | | | 19,614,000 | | |
| Exxon Mobil Corp. | | | 350,000 | | | | 19,649,000 | | |
| Marathon Oil Corp. | | | 150,000 | | | | 9,024,000 | | |
| Occidental Petroleum Corp. | | | 250,000 | | | | 19,720,000 | | |
| | | $ | 86,554,750 | | |
| Oil and Gas-Refinery — 1.4% | |
| Valero Energy Corp. | | | 125,000 | | | $ | 13,155,000 | | |
| | | $ | 13,155,000 | | |
| Paper and Forest Products — 1.3% | |
| Weyerhaeuser Co. | | | 200,000 | | | $ | 12,668,000 | | |
| | | $ | 12,668,000 | | |
| REITS — 2.3% | |
| AMB Property Corp. | | | 110,000 | | | $ | 4,859,800 | | |
| AvalonBay Communities, Inc. | | | 75,000 | | | | 6,468,750 | | |
| General Growth Properties, Inc. | | | 125,000 | | | | 5,310,000 | | |
| Public Storage, Inc. | | | 75,000 | | | | 4,965,000 | | |
| | | $ | 21,603,550 | | |
| Restaurants — 1.0% | |
| McDonald's Corp. | | | 300,000 | | | $ | 9,480,000 | | |
| | | $ | 9,480,000 | | |
| Retail-General — 1.2% | |
| J.C. Penney Company, Inc. | | | 225,000 | | | $ | 11,520,000 | | |
| | | $ | 11,520,000 | | |
| Retail-Home Improvement — 1.7% | |
| Home Depot, Inc. | | | 400,000 | | | $ | 16,416,000 | | |
| | | $ | 16,416,000 | | |
See notes to financial statements
19
Tax-Managed Value Portfolio as of October 31, 2005
PORTFOLIO OF INVESTMENTS CONT'D
| Security | | Shares | | Value | |
| Retail-Specialty and Apparel — 0.8% | |
| Target Corporation | | | 75,000 | | | $ | 4,176,750 | | |
| TJX Companies, Inc. | | | 150,000 | | | | 3,229,500 | | |
| | | $ | 7,406,250 | | |
| Semiconductors & Semiconductor Equipment — 0.9% | |
| Intel Corp. | | | 200,000 | | | $ | 4,700,000 | | |
| Taiwan Semiconductor Manufacturing Co., Ltd. ADR | | | 500,000 | | | | 4,040,000 | | |
| | | $ | 8,740,000 | | |
| Tobacco — 2.4% | |
| Altria Group, Inc. | | | 300,000 | | | $ | 22,515,000 | | |
| | | $ | 22,515,000 | | |
| Transport-Services — 0.7% | |
| FedEx Corp. | | | 75,000 | | | $ | 6,894,750 | | |
| | | $ | 6,894,750 | | |
| Transportation — 1.6% | |
| Burlington Northern Santa Fe Corp. | | | 250,000 | | | $ | 15,515,000 | | |
| | | $ | 15,515,000 | | |
| Wireless Telecommunication Services — 1.0% | |
| Vodafone Group PLC ADR | | | 350,000 | | | $ | 9,191,000 | | |
| | | $ | 9,191,000 | | |
Total Common Stocks
(identified cost $652,442,549) | | | | | | $ | 924,370,806 | | |
| Short-Term Investments — 2.2% | |
| Security | | Principal
Amount
(000's omitted) | | Value | |
General Electric Capital Corp., Commercial Paper,
4.02%, 11/1/05 | | $ | 18,857 | | | $ | 18,857,000 | | |
Investors Bank and Trust Company Time Deposit,
4.03%, 11/1/05 | | | 2,000 | | | | 2,000,000 | | |
Total Short-Term Investments
(at amortized cost, $20,857,000) | | | | $ | 20,857,000 | | |
Total Investments — 99.9%
(identified cost $673,299,549) | | | | $ | 945,227,806 | | |
| Other Assets, Less Liabilities — 0.1% | | | | $ | 846,726 | | |
| Net Assets — 100.0% | | | | $ | 946,074,532 | | |
ADR - American Depository Receipt
(1) Non-income producing security.
(2) Foreign security.
See notes to financial statements
20
Tax-Managed Value Portfolio as of October 31, 2005
FINANCIAL STATEMENTS
Statement of Assets and Liabilities
As of October 31, 2005
| Assets | |
| Investments, at value (identified cost, $673,299,549) | | $ | 945,227,806 | | |
| Receivable for investments sold | | | 17,831,967 | | |
| Interest and dividends receivable | | | 1,120,513 | | |
| Tax reclaim receivable | | | 146,292 | | |
| Total assets | | $ | 964,326,578 | | |
| Liabilities | |
| Payable for investments purchased | | $ | 17,573,612 | | |
| Payable to affiliate for investment advisory fee | | | 506,478 | | |
| Due to custodian | | | 61,607 | | |
| Payable to affiliate for Trustees' fees | | | 2,165 | | |
| Accrued expenses | | | 108,184 | | |
| Total liabilities | | $ | 18,252,046 | | |
| Net Assets applicable to investors' interest in Portfolio | | $ | 946,074,532 | | |
| Sources of Net Assets | |
| Net proceeds from capital contributions and withdrawals | | $ | 674,149,465 | | |
| Net unrealized appreciation (computed on the basis of identified cost) | | | 271,925,067 | | |
| Total | | $ | 946,074,532 | | |
Statement of Operations
For the Year Ended
October 31, 2005
| Investment Income | |
| Dividends (net of foreign taxes, $50,845) | | $ | 18,130,894 | | |
| Interest | | | 337,480 | | |
| Total investment income | | $ | 18,468,374 | | |
| Expenses | |
| Investment adviser fee | | $ | 5,674,883 | | |
| Trustees' fees and expenses | | | 23,045 | | |
| Custodian fee | | | 264,481 | | |
| Legal and accounting services | | | 68,883 | | |
| Miscellaneous | | | 13,344 | | |
| Total expenses | | $ | 6,044,636 | | |
Deduct —
Reduction of custodian fee | | $ | 7 | | |
| Reduction of investment adviser fee | | | 12,844 | | |
| Total expense reductions | | $ | 12,851 | | |
| Net expenses | | $ | 6,031,785 | | |
| Net investment income | | $ | 12,436,589 | | |
| Realized and Unrealized Gain (Loss) | |
Net realized gain (loss) —
Investment transactions (identified cost basis) | | $ | 24,472,520 | | |
| Foreign currency transactions | | | (4,650 | ) | |
| Net realized gain | | $ | 24,467,870 | | |
Change in unrealized appreciation (depreciation) —
Investments (identified cost basis) | | $ | 89,734,320 | | |
| Foreign currency | | | (12,055 | ) | |
| Net change in unrealized appreciation (depreciation) | | $ | 89,722,265 | | |
| Net realized and unrealized gain | | $ | 114,190,135 | | |
| Net increase in net assets from operations | | $ | 126,626,724 | | |
See notes to financial statements
21
Tax-Managed Value Portfolio as of October 31, 2005
FINANCIAL STATEMENTS CONT'D
Statements of Changes in Net Assets
Increase (Decrease)
in Net Assets | | Year Ended
October 31, 2005 | | Year Ended
October 31, 2004 | |
From operations —
Net investment income | | $ | 12,436,589 | | | $ | 11,882,320 | | |
Net realized gain from investment and
foreign currency transactions | | | 24,467,870 | | | | 21,705,872 | | |
Net change in unrealized
appreciation (depreciation) from
investments and foreign currency | | | 89,722,265 | | | | 59,594,458 | | |
| Net increase in net assets from operations | | $ | 126,626,724 | | | $ | 93,182,650 | | |
Capital transactions —
Contributions | | $ | 147,375,650 | | | $ | 163,659,208 | | |
| Withdrawals | | | (125,350,738 | ) | | | (132,830,780 | ) | |
Net increase in net assets from capital
transactions | | $ | 22,024,912 | | | $ | 30,828,428 | | |
| Net increase in net assets | | $ | 148,651,636 | | | $ | 124,011,078 | | |
| Net Assets | |
| At beginning of year | | $ | 797,422,896 | | | $ | 673,411,818 | | |
| At end of year | | $ | 946,074,532 | | | $ | 797,422,896 | | |
See notes to financial statements
22
Tax-Managed Value Portfolio as of October 31, 2005
FINANCIAL STATEMENTS CONT'D
Supplementary Data
| | | Year Ended October 31, | |
| | | 2005† | | 2004 | | 2003 | | 2002 | | 2001(1) | |
| Ratios/Supplemental Data | |
| Ratios (As a percentage of average daily net assets): | |
| Expenses | | | 0.68 | % | | | 0.69 | % | | | 0.70 | % | | | 0.72 | % | | | 0.70 | %(2) | |
| Expenses after custodian fee reduction | | | 0.68 | % | | | 0.69 | % | | | 0.70 | % | | | 0.72 | % | | | 0.70 | %(2) | |
| Net investment income | | | 1.40 | % | | | 1.57 | % | | | 1.47 | % | | | 0.99 | % | | | 0.69 | %(2) | |
| Portfolio Turnover | | | 40 | % | | | 44 | % | | | 76 | % | | | 213 | % | | | 45 | % | |
| Total Return(3) | | | 15.76 | % | | | 13.55 | % | | | 16.40 | % | | | (7.99 | )% | | | — | | |
| Net assets, end of year (000's omitted) | | $ | 946,075 | | | $ | 797,423 | | | $ | 673,412 | | | $ | 562,361 | | | $ | 442,447 | | |
(1) For the period from the start of business, July 23, 2001, to October 31, 2001.
(2) Annualized
(3) Total return is required to be disclosed for fiscal years beginning after December 15, 2000.
† The operating expenses of the Portfolio reflect a reduction of the investment advisor fee. Had such actions not been taken, the ratios would have changed by less than 0.005%.
See notes to financial statements
23
Tax-Managed Value Portfolio as of October 31, 2005
NOTES TO FINANCIAL STATEMENTS
1 Significant Accounting Policies
Tax-Managed Value Portfolio (the Portfolio) is registered under the Investment Company Act of 1940, as amended, as a diversified open-end management investment company. The Portfolio, which was organized as a trust under the laws of the State of New York on February 13, 2001, seeks to achieve long-term after-tax returns by investing in a diversified portfolio of value stocks. The Declaration of Trust permits the Trustees to issue interests in the Portfolio. At October 31, 2005, the Eaton Vance Tax-Managed Value Fund and Eaton Vance Tax-Managed Equity Asset Allocation Fund held approximately 89.8% and 10.2%, respectively, of the interest in the Portfolio. The following is a summary of significant accounting policies consistently followed by the Portfolio in the preparation of its financial statements. The policies are in conformity with accounting principles generally accepted in the United States of America.
A Investment Valuation — 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 National Market System generally are valued at the official NASDAQ 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. Exchange-traded options are valued a t the last sale price for the day of valuation as quoted on the principal exchange or board of trade on which the options are traded or, in the absence of sales on such date, at the mean between the latest bid and asked prices therefore. Futures positions on securities and currencies generally are valued at closing settlement prices. Short-term debt securities with a remaining maturity of 60 days or less are valued at amortized cost. If short-term debt securities were acquired with a remaining maturity of more than 60 days, their amortized cost value will be based on their value on the sixty-first day prior to maturity. Other fixed income and debt securities, including listed securities and securities for which price quotations are available, will normally be valued on the basis of valuations furnished 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 daily valuation of excha nge-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 held by the Portfolio for which valuations or market quotations are unavailable are valued at fair value using methods determined in good faith by or at the direction of the Trustees of the Portfolio consideri ng relevant factors, data and information including the market value of freely tradable securities of the same class in the principal market on which such securities are normally traded.
B 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. Interest income is recorded on the accrual basis.
C Income Taxes — The Portfolio is 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 the Portfolio's investors include regulated investment companies that invest all or substantially all of their 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.
D Financial Futures Contract — Upon entering a financial futures contract, the Portfolio is required to deposit (initial margin) either in cash or securities an amount equal to a certain percentage of the purchase price indicated in the financial futures contract. Subsequent payments are made or received by the Portfolio (margin maintenance) each day, dependent on daily fluctuations in the value of the underlying security and are recorded for book purposes as unrealized gains or losses by the Portfolio. The Portfolio's investment in financial futures contracts is designed to hedge against anticipated future changes in price of current or anticipated Portfolio positions.
24
Tax-Managed Value Portfolio as of October 31, 2005
NOTES TO FINANCIAL STATEMENTS CONT'D
Should prices move unexpectedly, the Portfolio may not achieve the anticipated benefits of the financial futures contracts and may realize a loss.
E Expense Reduction — Investors Bank & Trust Company (IBT) serves as custodian of the Portfolio. Pursuant to the custodian agreement, IBT receives a fee reduced by credits which are determined based on the average daily cash balance the Portfolio maintains with IBT. All credit balances used to reduce the Portfolio's custodian fees are reported as a reduction of expenses on the Statement of Operations.
F Use of Estimates — The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expense during the reporting period. Actual results could differ from those estimates.
G Indemnifications — Under the Portfolio's organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the Portfolio. Interestholders in the Portfolio are jointly and severally liable for the liabilities and obligations of the Portfolio in the event that the Portfolio fails to satisfy such liabilities and obligations; provided, however, that, to the extent assets are available in the Portfolio, the Portfolio may, under certain circumstances, indemnify interestholders from and against any claim or liability to which such holder may become subject by reason of being or having been an interestholder in the Portfolio. Additionally, in the normal course of business, the Portfo lio 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.
H Other — Investment transactions are accounted for on a trade date basis. Realized gains and losses are computed based on the specific identification of the securities sold.
2 Investment Adviser Fee and Other Transactions with Affiliates
The investment adviser fee is earned by Boston Management and Research (BMR), a wholly-owned subsidiary of Eaton Vance Management (EVM), as compensation for management and investment advisory services rendered to the Portfolio. Under the advisory agreement, BMR receives a monthly advisory fee in the amount of 13/240 of 1% (equal to 0.65% annually) of average daily net assets of the Portfolio up to $500 million, 0.625% of average net assets of $500 million but less than $1 billion and 0.600% of average net assets of $1 billion and over. For the year ended October 31, 2005, the advisory fee amounted to $5,674,883. EVM has also agreed to reduce the investment adviser fee by an amount equal to that portion of commissions paid to broker dealers in execution of portfolio transactions attributed to the Portfolio that is consideration for third-party research servic es. Pursuant to this agreement, EVM waived $12,844 of its advisory fee for the year ended October 31, 2005. Except for Trustees of the Portfolio who are not members of EVM's or BMR's organization, officers and Trustees receive remuneration for their services to the Portfolio out of the investment adviser fee. Trustees of the Portfolio that are not affiliated with BMR may elect to defer receipt of all or a percentage of their annual fees in accordance with the terms of the Trustees Deferred Compensation Plan. For the year ended October 31, 2005, no significant amounts have been deferred. Certain officers and Trustees of the Portfolio are officers of the above organizations.
3 Investment Transactions
Purchases and sales of investments, other than short-term obligations, aggregated $376,708,988 and $353,561,266, respectively, for the year ended October 31, 2005.
4 Federal Income Tax Basis of Unrealized Appreciation (Depreciation)
The cost and unrealized appreciation (depreciation) in value of the investments owned at October 31, 2005, as computed on a federal income tax basis, were as follows:
| Aggregate cost | | $ | 674,676,892 | | |
| Gross unrealized appreciation | | $ | 271,928,216 | | |
| Gross unrealized depreciation | | | (1,377,302 | ) | |
| Net unrealized appreciation | | $ | 270,550,914 | | |
5 Financial Instruments
The Portfolio may trade in financial instruments with off-balance sheet risk in the normal course of its investing activities to assist in managing exposure to various market risks. These financial instruments include written options, forward foreign currency exchange contracts, and financial
25
Tax-Managed Value Portfolio as of October 31, 2005
NOTES TO FINANCIAL STATEMENTS CONT'D
futures contracts and may involve, to a varying degree, elements of risk in excess of the amounts recognized for financial statement purposes. The notional or contractual amounts of these instruments represent the investment the Portfolio has in particular classes of financial instruments and does not necessarily represent the amounts potentially subject to risk. The measurement of the risks associated with these instruments is meaningful only when all related and offsetting transactions are considered. The Portfolio did not have any open obligations under these financial instruments at October 31, 2005.
6 Line of Credit
The Portfolio participates with other portfolios and funds managed by BMR and EVM and its affiliates in a $150 million unsecured line of credit agreement with a group of banks. Borrowings will be made by the Portfolio solely to facilitate the handling of unusual and/or unanticipated short-term cash requirements. Interest is charged to each participating portfolio or fund based on its borrowings at an amount above either the Eurodollar rate or Federal Funds rate. In addition, a fee computed at an annual rate of 0.10% on the daily unused portion of the line of credit is allocated among the participating portfolios and funds at the end of each quarter. The Portfolio did not have any significant borrowings or allocated fees during the year ended October 31, 2005.
7 Overdraft Advances
Pursuant to the custodian agreement between the Portfolios and IBT, IBT may, in its discretion, advance funds to the Funds to make properly authorized payments. When such payments result in an overdraft by the Funds, the Funds are obligated to repay IBT at the current rate of interest charged by IBT for secured loans (currently, a rate above the Federal Funds rate). This obligation is payable on demand to IBT. IBT has lien on the Fund's assets to the extent of any overdraft. At October 31, 2005, the Tax Managed Value Portfolio payment due to IBT pursuant to the foregoing arrangement was $61,607.
26
Tax-Managed Value Portfolio as of October 31, 2005
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Trustees and Investors
of Tax-Managed Value Portfolio:
We have audited the accompanying statement of assets and liabilities of Tax-Managed Value Portfolio (the Portfolio), including the portfolio of investments as of October 31, 2005, the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended and the supplementary data for each of the four years in the period then ended, and for the period from the start of business, July 23, 2001 to October 31, 2001. These financial statements and supplementary data are the responsibility of the Portfolio's management. Our responsibility is to express an opinion on these financial statements and supplementary data based on our audits.
We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits 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. An audit includes 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 a nd significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities held as of October 31, 2005 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 the Tax-Managed Value Portfolio as of October 31, 2005, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the supplementary data for each of the four years in the period then ended and for the period from the start of business, July 23, 2001 to October 31, 2001, in conformity with accounting principles generally accepted in the United States of America.
DELOITTE & TOUCHE LLP
Boston, Massachusetts
December 19, 2005
27
Eaton Vance Tax-Managed Value Fund
BOARD OF TRUSTEES' ANNUAL APPROVAL OF THE INVESTMENT ADVISORY AGREEMENT
The investment advisory agreement between Tax-Managed Value Portfolio (the "Portfolio") and its investment adviser, Boston Management and Research, provides that the advisory agreement will continue in effect from year to year so long as its continuance is approved at least annually (i) by a vote of a majority of the noninterested Trustees of the Portfolio cast in person at a meeting called for the purpose of voting on such approval and (ii) by the Trustees of the Portfolio or by vote of a majority of the outstanding interests of the Portfolio.
In considering the annual approval of the investment advisory agreement, the Special Committee of the Board of Trustees considered information that had been provided throughout the year at regular Board meetings, as well as information furnished for a series of meetings held in February and March in preparation for a Board meeting held on March 21, 2005 to specifically consider the renewal of the investment advisory agreement. Such information included, among other things, the following:
• An independent report comparing the advisory fees of the Portfolio with those of comparable funds;
• An independent report comparing the expense ratio of the Eaton Vance Tax-Managed Value Fund (the "Fund") to those of comparable funds;
• Information regarding Fund investment performance in comparison to relevant peer groups of funds and appropriate indices;
• The economic outlook and the general investment outlook in relevant investment markets;
• Eaton Vance Management's ("Eaton Vance") results and financial condition and the overall organization of the investment adviser;
• 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;
• The allocation of brokerage and the benefits received by the investment adviser as the result of brokerage allocation;
• Eaton Vance's management of the relationship with the custodian, subcustodians and fund accountants;
• The resources devoted to compliance efforts undertaken by Eaton Vance, on behalf of the funds it manages and the record of compliance with the investment policies and restrictions and with policies on personal securities transactions;
• The quality, nature, cost and character of the administrative and other non-investment management services provided by Eaton Vance and its affiliates; and
• The terms of the advisory agreement and the reasonableness and appropriateness of the particular fee paid by the Portfolio for the services described therein.
The Special Committee also considered the nature, extent and quality of the management services provided by the investment adviser. In so doing, the Special Committee considered their management capabilities with respect to the types of investments held by the Portfolio, including information relating to the education, experience and number of investment professionals and other personnel who provide services under the investment advisory agreement. The Special Committee specifically noted the investment adviser's in-house equity research capabilities and experience in managing funds that seek to maximize after-tax returns. The Special Committee evaluated the level of skill required to manage the Portfolio and concluded that the human resources available at the investment adviser were appropriate to fulfill effectively its duties on behalf of the Portfolio.
In its review of comparative information with respect to investment performance, the Special Committee concluded that the Fund has performed within a range that the Special Committee deemed competitive. With respect to its review of investment advisory fees, the Special Committee concluded that the fees paid by the Portfolio are within the range of those paid by comparable funds within the mutual fund industry. In reviewing the information regarding the expense ratio of the Fund, the Special Committee concluded that, in light of the asset size of the Fund, the Fund's expense ratio is reasonable.
In addition to the factors mentioned above, the Special Committee reviewed the level of profits of the investment adviser in providing investment management services for the Portfolio and for all Eaton Vance funds as a group. The Special Committee also reviewed the implementation of a soft dollar reimbursement program pursuant to which the Portfolio may receive reimbursement payments in respect of third party research services obtained by the investment adviser as a result of soft dollar credits generated through trading on behalf of the Portfolio. The Special Committee also reviewed the benefits to Eaton Vance and its affiliates in providing administration services for the Fund and for all Eaton Vance funds as a group. In addition, the Special Committee considered the fiduciary duty assumed by the investment adviser in connection with the services rendered to the Portfolio and the business reputation of the investment adviser a nd its financial resources. The Trustees concluded that in light of the services rendered, the profits realized by the investment adviser are not unreasonable. The Special Committee also
28
Eaton Vance Tax-Managed Value Fund
BOARD OF TRUSTEES' ANNUAL APPROVAL OF THE INVESTMENT ADVISORY AGREEMENT CONT'D
considered the extent to which the investment adviser appears to be realizing benefits from economies of scale in managing the Portfolio, and concluded that the fee breakpoints which are in place will allow for an equitable sharing of such benefits, when realized, with the Portfolio and the shareholders of the Fund.
The Special Committee did not consider any single factor as controlling in determining whether or not to renew the investment advisory agreement. Nor are the items described herein all the matters considered by the Special Committee. In assessing the information provided by Eaton Vance and its affiliates, the Special Committee also took into consideration the benefits to shareholders of investing in a fund that is a part of a large family of funds which provides a large variety of shareholder services.
Based on its consideration of the foregoing factors and conclusions, and such other factors and conclusions as it deemed relevant, and assisted by independent counsel, the Special Committee concluded that the renewal of the investment advisory agreement, including the fee structure, is in the interests of shareholders.
29
Eaton Vance Tax-Managed Value Fund
MANAGEMENT AND ORGANIZATION
Fund Management. The Trustees of Eaton Vance Mutual Funds Trust (the Trust) and Tax-Managed Value Portfolio (the Portfolio) are responsible for the overall management and supervision of the Trust's and Portfolio's affairs. The Trustees and officers of the Trust and the Portfolio are listed below. Except as indicated, each individual has held the office shown or other offices in the same company for the last five years. Trustees and officers of the Trust and the Portfolio hold indefinite terms of office. The "noninterested Trustees" consist of those Trustees who are not "interested persons" of the Trust and the Portfolio, as that term is defined under the 1940 Act. The business address of each Trustee and officer is The Eaton Vance Building, 255 State Street, Boston, Massachusetts 02109. As used below, "EVC" refers to Eaton Vance Corp., "EV" refers to Eaton V ance, Inc., "EVM" refers to Eaton Vance Management, "BMR" refers to Boston Management and Research and "EVD" refers to Eaton Vance Distributors, Inc. 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 EVM. Each officer affiliated with Eaton Vance may hold a position with other Eaton Vance affiliates that is comparable to its position with EVM listed below.
Name and
Date of Birth | | Position(s)
with the
Trust and
the Portfolio | | Term of
Office and
Length of
Service | | Principal Occupation(s)
During Past Five Years | | Number of Portfolios
in Fund Complex
Overseen By
Trustee(1) | | Other Directorships Held | |
| Interested Trustee | | | | | | | | | | | | | |
|
| James B. Hawkes 11/9/41 | | Trustee | | Trustee of the Trust since 1991; of the Portfolio since 2001 | | Chairman, President and Chief Executive Officer of BMR, EVC, EVM and EV; Director of EV; Vice President and Director of EVD. Trustee and/or officer of 161 registered investment companies in the Eaton Vance Fund Complex. Mr. Hawkes is an interested person because of his positions with BMR, EVM, EVC and EV, which are affiliates of the Trust and the Portfolio. | | | 161 | | | Director of EVC | |
|
| Noninterested Trustee(s) | | | | | | | | | | | | | |
|
| Benjamin C. Esty 1/2/63 | | Trustee | | Since 2005 | | Professor, Harvard University Graduate School of Business Administration (since 2003). Formerly, Associate Professor, Harvard University Graduate School of Business Administration (2000-2003). | | | 152 | | | None | |
|
| Samuel L. Hayes, III 2/23/35 | | Trustee | | Trustee of the Trust since 1986; of the Portfolio since 2001 and Chairman of the Board since 2005 | | Jacob H. Schiff Professor of Investment Banking Emeritus, Harvard University Graduate School of Business Administration. | | | 161 | | | Director of Tiffany & Co. (specialty retailer) and Telect, Inc. (telecommunication services company) | |
|
| William H. Park 9/19/47 | | Trustee | | Since 2003 | | President and Chief Executive Officer, Prizm Capital Management, LLC (investment management firm) (since 2002). Executive Vice President and Chief Financial Officer, United Asset Management Corporation (a holding company owning institutional investment management firms) (1982-2001). | | | 161 | | | None | |
|
| Ronald A. Pearlman 7/10/40 | | Trustee | | Since 2003 | | Professor of Law, Georgetown University Law Center (since 1999). Formerly, Tax Partner Covington & Burling, Washington, DC (1991-2000). | | | 161 | | | None | |
|
30
Eaton Vance Tax-Managed Value Fund
MANAGEMENT AND ORGANIZATION CONT'D
Name and
Date of Birth | | Position(s)
with the
Trust and
the Portfolio | | Term of
Office and
Length of
Service | | Principal Occupation(s)
During Past Five Years | | Number of Portfolios
in Fund Complex
Overseen By
Trustee(1) | | Other Directorships Held | |
| Noninterested Trustee(s) (continued) | | | | | | | | | | | | | |
|
| Norton H. Reamer 9/21/35 | | Trustee | | Trustee of the Trust since 1986; of the Portfolio since 2001 | | President, Chief Executive Officer and a Director of Asset Management Finance Corp. (a specialty finance company serving the investment management industry) (since October 2003). President, Unicorn Corporation (an investment and financial advisory services company) (since September 2000). Formerly, Chairman, Hellman, Jordan Management Co., Inc. (an investment management company) (2000-2003). Formerly, Advisory Director of Berkshire Capital Corporation (investment banking firm) (2002-2003). Formerly Chairman of the Board, United Asset Management Corporation (a holding company owning institutional investment management firms) and Chairman, President and Director, UAM Funds (mutual funds) (1980-2000). | | | 161 | | | None | |
|
| Lynn A. Stout 9/14/57 | | Trustee | | Trustee of the Trust since 1998; of the Portfolio since 2001 | | Professor of Law, University of California at Los Angeles School of Law (since July 2001). Formerly, Professor of Law, Georgetown University Law Center. | | | 161 | | | None | |
|
| Ralph F. Verni 1/26/43 | | Trustee | | Since 2005 | | Consultant and private investor (since 2000). Formerly, President and Chief Executive Officer, Redwood Investment Systems, Inc. (software developer) (2000). Formerly, President and Chief Executive Officer, State Street Research & Management (investment advisor), SSRM Holdings (parent of State Street Research & management), and SSR Realty (institutional realty manager) (1992-2000). | | | 152 | | | Director of W.P. Carey & Company LLC (manager of real estate investment trusts) | |
|
| Principal Officers who are not Trustees | | | | | | | |
|
Name and
Date of Birth | | Position(s)
with the
Trust and
Portfolios | | Term of
Office and
Length of
Service | | Principal Occupation(s)
During Past Five Years | |
| Thomas E. Faust Jr. 5/31/58 | | President of the Trust | | Since 2002 | | Executive Vice President of EVM, BMR, EVC and EV; Chief Investment Officer of EVM and BMR and Director of EVC. Chief Executive Officer of Belair Capital Fund LLC, Belcrest Capital Fund LLC, Belmar Capital Fund LLC, Belport Capital Fund LLC and Belrose Capital Fund LLC (private investment companies sponsored by EVM). Officer of 65 registered investment companies managed by EVM or BMR. | |
|
| William H. Ahern, Jr. 7/28/59 | | Vice President
of the Trust | | Since 1995 | | Vice President of EVM and BMR. Officer of 70 registered investment companies managed by EVM or BMR. | |
|
| Cynthia J. Clemson 3/2/63 | | Vice President
of the Trust | | Since 2005 | | Vice President of EVM and BMR. Officer of 85 registered investment companies managed by EVM or BMR. | |
|
| Kevin S. Dyer 2/21/75 | | Vice President
of the Trust | | Since 2005 | | Assistant Vice President of EVM and BMR. Officer of 24 registered investment companies managed by EVM or BMR. | |
|
| Aamer Khan 6/7/60 | | Vice President
of the Trust | | Since 2005 | | Vice President of EVM and BMR. Officer of 27 registered investment companies managed by EVM or BMR. | |
|
| Michael R. Mach 7/15/47 | | Vice President | | Vice President of the Trust since 1999; of the Portfolio since 2001 | | Vice President of EVM and BMR. Officer of 32 registered investment companies managed by EVM or BMR. | |
|
31
Eaton Vance Tax-Managed Value Fund
MANAGEMENT AND ORGANIZATION CONT'D
Name and
Date of Birth | | Position(s)
with the
Trust and
Portfolios | | Term of
Office and
Length of
Service | | Principal Occupation(s)
During Past Five Years | |
| Principal Officers who are not Trustees (continued) | | | | | | | |
|
| Robert B. MacIntosh 1/22/57 | | Vice President
of the Trust | | Since 1998 | | Vice President of EVM and BMR. Officer of 85 registered investment companies managed by EVM or BMR. | |
|
| Duncan W. Richardson 10/26/57 | | Vice President of the Trust; President of
the Portfolio | | Vice President of the Trust since 2001; President of the Portfolio since 2002 | | Senior Vice President and Chief Equity Investment Officer of EVM and BMR. Officer of 51 registered investment companies managed by EVM or BMR. | |
|
| Walter A. Row, III 7/20/57 | | Vice President
of the Trust | | Since 2001 | | Director of Equity Research and a Vice President of EVM and BMR. Officer of 31 registered investment companies managed by EVM or BMR. | |
|
| Judith A. Saryan 8/21/54 | | Vice President
of the Trust | | Since 2003 | | Vice President of EVM and BMR. Officer of 33 registered investment companies managed by EVM or BMR. | |
|
| Susan Schiff 3/13/61 | | Vice President
of the Trust | | Since 2002 | | Vice President of EVM and BMR. Officer of 29 registered investment companies managed by EVM or BMR. | |
|
| Barbara E. Campbell 6/19/57 | | Treasurer of the Trust | | Since 2005(2) | | Vice President of EVM and BMR. Officer of 161 registered investment companies managed by EVM or BMR. | |
|
| Kevin M. Connerty 4/20/64 | | Treasurer of
the Portfolio | | Since 2005 | | Vice President of EVM and BMR. Previously, Director and Vice President of PFPC Inc. (1999-2005). Officer of 88 registered investment companies managed by EVM or BMR. | |
|
| Alan R. Dynner 10/10/40 | | Secretary | | Secretary of the Trust since 1997; of the Portfolio since 2001 | | Vice President, Secretary and Chief Legal Officer of BMR, EVM, EVD, EV and EVC. Officer of 161 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 161 registered investment companies managed by EVM or BMR. | |
|
(1) Includes both master and feeder funds in a master-feeder structure.
(2) Prior to 2005, Ms. Campbell served as Assistant Treasurer of the Trust since 1995.
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 by calling 1-800-225-6265.
32
This Page Intentionally Left Blank
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, Samuel L. Hayes, III and Norton H. Reamer, each an independent trustee, as its audit committee financial experts. Mr. Park is a certified public accountant who is the President and Chief Executive Officer of Prizm Capital Management, LLC (investment management firm). Previously, he served as Executive Vice President and Chief Financial Officer of United Asset Management Corporation (“UAM”) (a holding company owning institutional investment management firms). Mr. Hayes is the Jacob H. Schiff Professor of Investment Banking Emeritus of the Harvard University Graduate School of Business Administration. Mr. Reamer is the President, Chief Executive Officer and a Director of Asset Management Finance Corp. (a specialty finance company serving the investment management industry) and is President of Unicorn Corporation (an investment and financial advisory services company). Formerly, Mr. Reamer was Chairman of Hellman, Jordan Management Co., Inc. (an investment management company) and Advisory Director of Berkshire Capital Corporation (an investment banking firm), Chairman of the Board of UAM and Chairman, President and Director of the UAM Funds (mutual funds).
Item 4. Principal Accountant Fees and Services
(a)-(d)
The following table presents aggregate fees billed to the registrant for the fiscal years ended October 31, 2004 and October 31, 2005 by the registrant’s principal accountant for professional services rendered for the audit of the registrant’s annual financial statements and fees billed for other services rendered by the principal accountant during those periods.
Fiscal Years Ended | | 10/31/2004 | | 10/31/2005 | |
| | | | | |
Audit Fees | | $ | 58,740 | | $ | 60,775 | |
| | | | | |
Audit-Related Fees(1) | | $ | 0 | | $ | 0 | |
| | | | | |
Tax Fees(2) | | $ | 4,100 | | $ | 4,305 | |
| | | | | |
All Other Fees(3) | | $ | 0 | | $ | 0 | |
| | | | | |
Total | | $ | 62,840 | | $ | 65,080 | |
(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 related tax 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.
Each of the fiscal years ended October 31, 2004 and October 31, 2005, $35,000 was billed by the registrant’s principal accountant, Deloitte and Touche LLP, for work done in connection with its Rule 17Ad-13 Eaton Vance Management’s examination of management’s assertion that it has maintained an effective internal control structure over sub-transfer agent and registrar functions, such services being pre-approved in accordance with Rule 2-01(c)(7)(ii) of Regulation S-X.
(e)(1) The registrant’s audit committee has adopted policies and procedures relating to the pre-approval of services provided by the registrant’s principal accountant (the “Pre-Approval Policies”). The Pre-Approval Policies establish a framework intended to assist the audit committee in the proper discharge of its pre-approval responsibilities. As a general matter, the Pre-Approval Policies (i) specify certain types of audit, audit-related, tax, and other services determined to be pre-approved by the audit committee; and (ii) delineate specific procedures governing the mechanics of the pre-approval process, including the approval and monitoring of audit and non-audit service fees. Unless a service is specifically pre-approved under the Pre-Approval Policies, it must be separately pre-approved by the Audit Committee.
The Pre-Approval Policies and the types of audit and non-audit services pre-approved therein must be reviewed and ratified by the registrant’s audit committee at least annually. The registrant’s audit committee maintains full responsibility for the appointment, compensation, and oversight of the work of the registrant’s principal accountant.
(e)(2) No services described in paragraphs (b)-(d) above were approved by the registrant’s audit committee pursuant to the “de minimis exception” set forth in Rule 2-01 (c)(7)(i)(C) of Regulation S-X.
(f) Not applicable.
(g) The following table presents (i) the aggregate non-audit fees (i.e., fees for audit-related, tax, and other services) billed to the registrant by the registrant’s principal accountant for the registrant’s fiscal years ended October 31, 2004 and October 31, 2005; 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.
Fiscal Years Ended | | 10/31/2004 | | 10/31/2005 | |
| | | | | |
Registrant | | $ | 4,100 | | $ | 4,305 | |
| | | | | |
Eaton Vance(1) | | $ | 344,230 | | $ | 170,983 | |
(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. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
Not required in this filing.
Item 9. Submission of Matters to a Vote of Security Holders.
Effective February 7, 2005, the Governance Committee of the Board of Trustees revised the procedures by which a Fund’s shareholders may recommend nominees to the registrant’s Board of Trustees to add the following (highlighted):
The Governance Committee shall, when identifying candidates for the position of Independent Trustee, consider any such candidate recommended by a shareholder of a Fund if such recommendation contains (i) sufficient background information concerning the candidate, including evidence the candidate is willing to serve as an Independent Trustee if selected for the position; and (ii) is received in a sufficiently timely manner (and in any event no later than the date specified for receipt of shareholder proposals in any applicable proxy statement with respect to a Fund). Shareholders shall be directed to address any such recommendations in writing to the attention of the Governance Committee, c/o the Secretary of the Fund. The Secretary shall retain copies of any shareholder recommendations which meet the foregoing requirements for a period of not more than 12 months following receipt. The Secretary shall have no obligation to acknowledge receipt of any shareholder recommendations
Item 10. 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 11. Exhibits
(a)(1) | | Registrant’s Code of Ethics – Not applicable (please see Item 2). |
(a)(2)(i) | | Treasurer’s Section 302 certification. |
(a)(2)(ii) | | President’s Section 302 certification. |
(b) | | Combined Section 906 certification. |
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Tax Managed Value Portfolio | |
| |
By: | /S/ Duncan W. Richardson | |
| Duncan W. Richardson |
| President |
| |
| |
Date: | December 16, 2005 |
| | | |
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/ Kevin M. Connerty | |
| Kevin M. Connerty | |
| Treasurer | |
| | |
| | |
Date: | December 16, 2005 | |
| | |
By: | /S/ Duncan W. Richardson | |
| Duncan W. Richardson | |
| President | |
| | |
| | |
Date: | December 16, 2005 | |
