UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act File Number: 811-10597
Tax-Managed Mid-Cap Core Portfolio
(Exact Name of Registrant as Specified in Charter)
Two International Place, Boston, Massachusetts 02110
(Address of Principal Executive Offices)
(Address of Principal Executive Offices)
Maureen A. Gemma
Two International Place, Boston, Massachusetts 02110
(Name and Address of Agent for Services)
Two International Place, Boston, Massachusetts 02110
(Name and Address of Agent for Services)
(617) 482-8260
(Registrant’s Telephone Number)
October 31
Date of Fiscal Year End
April 30, 2010
Date of Reporting Period
Tax-Managed Mid-Cap Core Portfolio as of April 30, 2010
PORTFOLIO OF INVESTMENTS (Unaudited)
Common Stocks — 98.4% | ||||||||||
Security | Shares | Value | ||||||||
Auto Components — 1.6% | ||||||||||
BorgWarner, Inc.(1) | 30,000 | $ | 1,300,200 | |||||||
$ | 1,300,200 | |||||||||
Capital Markets — 5.3% | ||||||||||
Affiliated Managers Group, Inc.(1) | 27,600 | $ | 2,323,368 | |||||||
Greenhill & Co., Inc. | 12,000 | 1,054,680 | ||||||||
SEI Investments Co. | 45,000 | 1,010,700 | ||||||||
$ | 4,388,748 | |||||||||
Chemicals — 1.1% | ||||||||||
RPM International, Inc. | 42,000 | $ | 927,360 | |||||||
$ | 927,360 | |||||||||
Commercial Banks — 5.4% | ||||||||||
City National Corp. | 32,000 | $ | 1,992,960 | |||||||
Cullen/Frost Bankers, Inc. | 18,000 | 1,068,480 | ||||||||
TCF Financial Corp. | 75,000 | 1,397,250 | ||||||||
$ | 4,458,690 | |||||||||
Communications Equipment — 1.6% | ||||||||||
F5 Networks, Inc.(1) | 19,000 | $ | 1,300,170 | |||||||
$ | 1,300,170 | |||||||||
Computers & Peripherals — 1.1% | ||||||||||
Diebold, Inc. | 28,000 | $ | 877,800 | |||||||
$ | 877,800 | |||||||||
Construction & Engineering — 2.0% | ||||||||||
Jacobs Engineering Group, Inc.(1) | 35,000 | $ | 1,687,700 | |||||||
$ | 1,687,700 | |||||||||
Construction Materials — 1.2% | ||||||||||
Martin Marietta Materials, Inc. | 10,000 | $ | 958,800 | |||||||
$ | 958,800 | |||||||||
Containers & Packaging — 3.0% | ||||||||||
Rock-Tenn Co., Class A | 18,000 | $ | 928,800 | |||||||
Sonoco Products Co. | 46,200 | 1,530,606 | ||||||||
$ | 2,459,406 | |||||||||
Diversified Consumer Services — 0.7% | ||||||||||
Matthews International Corp., Class A | 16,000 | $ | 560,000 | |||||||
$ | 560,000 | |||||||||
Diversified Financial Services — 1.4% | ||||||||||
Leucadia National Corp.(1) | 46,000 | $ | 1,164,260 | |||||||
$ | 1,164,260 | |||||||||
Electric Utilities — 1.3% | ||||||||||
DPL, Inc. | 38,300 | $ | 1,079,294 | |||||||
$ | 1,079,294 | |||||||||
Electrical Equipment — 2.3% | ||||||||||
AMETEK, Inc. | 45,000 | $ | 1,946,250 | |||||||
$ | 1,946,250 | |||||||||
Electronic Equipment, Instruments & Components — 4.4% | ||||||||||
Amphenol Corp., Class A | 25,600 | $ | 1,182,976 | |||||||
FLIR Systems, Inc.(1) | 45,000 | 1,376,550 | ||||||||
National Instruments Corp. | 32,000 | 1,106,560 | ||||||||
$ | 3,666,086 | |||||||||
Energy Equipment & Services — 4.0% | ||||||||||
FMC Technologies, Inc.(1) | 27,000 | $ | 1,827,630 | |||||||
Oceaneering International, Inc.(1) | 23,000 | 1,506,500 | ||||||||
$ | 3,334,130 | |||||||||
Food & Staples Retailing — 1.3% | ||||||||||
Ruddick Corp. | 31,000 | $ | 1,095,540 | |||||||
$ | 1,095,540 | |||||||||
Gas Utilities — 2.9% | ||||||||||
AGL Resources, Inc. | 23,600 | $ | 932,436 | |||||||
National Fuel Gas Co. | 28,000 | 1,456,560 | ||||||||
$ | 2,388,996 | |||||||||
14
Tax-Managed Mid-Cap Core Portfolio as of April 30, 2010
PORTFOLIO OF INVESTMENTS (Unaudited) CONT’D
Security | Shares | Value | ||||||||
Health Care Equipment & Supplies — 4.9% | ||||||||||
Bard (C.R.), Inc. | 8,800 | $ | 761,464 | |||||||
Beckman Coulter, Inc. | 8,900 | 555,360 | ||||||||
DENTSPLY International, Inc. | 44,800 | 1,641,472 | ||||||||
Varian Medical Systems, Inc.(1) | 20,000 | 1,127,600 | ||||||||
$ | 4,085,896 | |||||||||
Health Care Providers & Services — 2.6% | ||||||||||
Henry Schein, Inc.(1) | 21,000 | $ | 1,269,870 | |||||||
Universal Health Services, Inc., Class B | 25,000 | 928,000 | ||||||||
$ | 2,197,870 | |||||||||
Household Durables — 3.2% | ||||||||||
MDC Holdings, Inc. | 30,000 | $ | 1,149,000 | |||||||
Mohawk Industries, Inc.(1) | 23,900 | 1,523,386 | ||||||||
$ | 2,672,386 | |||||||||
Household Products — 1.2% | ||||||||||
Church & Dwight Co., Inc. | 14,000 | $ | 969,500 | |||||||
$ | 969,500 | |||||||||
Insurance — 2.7% | ||||||||||
HCC Insurance Holdings, Inc. | 34,000 | $ | 924,460 | |||||||
Markel Corp.(1) | 3,500 | 1,339,940 | ||||||||
$ | 2,264,400 | |||||||||
IT Services — 1.2% | ||||||||||
Fiserv, Inc.(1) | 19,800 | $ | 1,011,582 | |||||||
$ | 1,011,582 | |||||||||
Life Sciences Tools & Services — 3.7% | ||||||||||
Bio-Rad Laboratories, Inc., Class A(1) | 14,000 | $ | 1,563,660 | |||||||
Mettler-Toledo International, Inc.(1) | 12,200 | 1,530,856 | ||||||||
$ | 3,094,516 | |||||||||
Machinery — 7.2% | ||||||||||
Donaldson Co., Inc. | 36,000 | $ | 1,666,800 | |||||||
Graco, Inc. | 37,000 | 1,283,160 | ||||||||
IDEX Corp. | 60,000 | 2,016,000 | ||||||||
Valmont Industries, Inc. | 12,000 | 999,480 | ||||||||
$ | 5,965,440 | |||||||||
Media — 2.1% | ||||||||||
John Wiley & Sons, Inc., Class A | 20,000 | $ | 845,400 | |||||||
Morningstar, Inc.(1) | 20,000 | 940,200 | ||||||||
$ | 1,785,600 | |||||||||
Metals & Mining — 0.7% | ||||||||||
Cliffs Natural Resources, Inc. | 10,000 | $ | 625,300 | |||||||
$ | 625,300 | |||||||||
Multi-Utilities — 1.8% | ||||||||||
OGE Energy Corp. | 36,000 | $ | 1,489,680 | |||||||
$ | 1,489,680 | |||||||||
Multiline Retail — 1.6% | ||||||||||
Dollar Tree, Inc.(1) | 22,000 | $ | 1,335,840 | |||||||
$ | 1,335,840 | |||||||||
Oil, Gas & Consumable Fuels — 5.0% | ||||||||||
Arch Coal, Inc. | 30,000 | $ | 810,000 | |||||||
Denbury Resources, Inc.(1) | 100,000 | 1,915,000 | ||||||||
Newfield Exploration Co.(1) | 24,000 | 1,396,560 | ||||||||
$ | 4,121,560 | |||||||||
Personal Products — 1.2% | ||||||||||
Alberto-Culver Co. | 35,000 | $ | 1,008,000 | |||||||
$ | 1,008,000 | |||||||||
Professional Services — 1.5% | ||||||||||
FTI Consulting, Inc.(1) | 30,000 | $ | 1,233,900 | |||||||
$ | 1,233,900 | |||||||||
Real Estate Investment Trusts (REITs) — 4.1% | ||||||||||
Health Care REIT, Inc. | 37,000 | $ | 1,662,410 | |||||||
Rayonier, Inc. | 36,000 | 1,763,280 | ||||||||
$ | 3,425,690 | |||||||||
Road & Rail — 2.0% | ||||||||||
Landstar System, Inc. | 37,000 | $ | 1,636,140 | |||||||
$ | 1,636,140 | |||||||||
15
Tax-Managed Mid-Cap Core Portfolio as of April 30, 2010
PORTFOLIO OF INVESTMENTS (Unaudited) CONT’D
Security | Shares | Value | ||||||||
Semiconductors & Semiconductor Equipment — 1.6% | ||||||||||
Microchip Technology, Inc. | 46,050 | $ | 1,345,121 | |||||||
$ | 1,345,121 | |||||||||
Software — 4.7% | ||||||||||
ANSYS, Inc.(1) | 36,200 | $ | 1,629,000 | |||||||
Fair Isaac Corp. | 42,200 | 888,732 | ||||||||
Jack Henry & Associates, Inc. | 55,200 | 1,408,704 | ||||||||
$ | 3,926,436 | |||||||||
Specialty Retail — 3.2% | ||||||||||
O’Reilly Automotive, Inc.(1) | 29,000 | $ | 1,417,810 | |||||||
Ross Stores, Inc. | 22,000 | 1,232,000 | ||||||||
$ | 2,649,810 | |||||||||
Textiles, Apparel & Luxury Goods — 1.6% | ||||||||||
Columbia Sportswear Co. | 24,000 | $ | 1,332,960 | |||||||
$ | 1,332,960 | |||||||||
Total Common Stocks | ||||||||||
(identified cost $58,252,670) | $ | 81,771,057 | ||||||||
Total Investments — 98.4% | ||||||||||
(identified cost $58,252,670) | $ | 81,771,057 | ||||||||
Other Assets, Less Liabilities — 1.6% | $ | 1,288,925 | ||||||||
Net Assets — 100.0% | $ | 83,059,982 | ||||||||
The percentage shown for each investment category in the Portfolio of Investments is based on net assets.
(1) | Non-income producing security. |
16
Tax-Managed Mid-Cap Core Portfolio as of April 30, 2010
FINANCIAL STATEMENTS (Unaudited)
Statement of Assets and Liabilities
As of April 30, 2010 | ||||||
Assets | ||||||
Investments, at value (identified cost, $58,252,670) | $ | 81,771,057 | ||||
Cash | 1,353,982 | |||||
Dividends receivable | 16,466 | |||||
Total assets | $ | 83,141,505 | ||||
Liabilities | ||||||
Payable to affiliates: | ||||||
Investment adviser fee | $ | 52,212 | ||||
Trustees’ fees | 253 | |||||
Accrued expenses | 29,058 | |||||
Total liabilities | $ | 81,523 | ||||
Net Assets applicable to investors’ interest in Portfolio | $ | 83,059,982 | ||||
Sources of Net Assets | ||||||
Net proceeds from capital contributions and withdrawals | $ | 59,541,595 | ||||
Net unrealized appreciation | 23,518,387 | |||||
Total | $ | 83,059,982 | ||||
For the Six Months Ended | ||||||
April 30, 2010 | ||||||
Investment Income | ||||||
Dividends | $ | 467,093 | ||||
Total investment income | $ | 467,093 | ||||
Expenses | ||||||
Investment adviser fee | $ | 302,010 | ||||
Trustees’ fees and expenses | 1,515 | |||||
Custodian fee | 25,914 | |||||
Legal and accounting services | 14,546 | |||||
Miscellaneous | 2,280 | |||||
Total expenses | $ | 346,265 | ||||
Deduct — | ||||||
Waiver of investment adviser fee | $ | 1,510 | ||||
Reduction of custodian fee | 118 | |||||
Total expense reductions | $ | 1,628 | ||||
Net expenses | $ | 344,637 | ||||
Net investment income | $ | 122,456 | ||||
Realized and Unrealized Gain (Loss) | ||||||
Net realized gain (loss) — | ||||||
Investment transactions | $ | 2,132,139 | ||||
Net realized gain | $ | 2,132,139 | ||||
Change in unrealized appreciation (depreciation) — | ||||||
Investments | $ | 13,033,023 | ||||
Net change in unrealized appreciation (depreciation) | $ | 13,033,023 | ||||
Net realized and unrealized gain | $ | 15,165,162 | ||||
Net increase in net assets from operations | $ | 15,287,618 | ||||
17
Tax-Managed Mid-Cap Core Portfolio as of April 30, 2010
FINANCIAL STATEMENTS CONT’D
Statements of Changes in Net Assets
Six Months Ended | ||||||||||
Increase (Decrease) | April 30, 2010 | Year Ended | ||||||||
in Net Assets | (Unaudited) | October 31, 2009 | ||||||||
From operations — | ||||||||||
Net investment income | $ | 122,456 | $ | 378,805 | ||||||
Net realized gain (loss) from investment transactions and capital gain distributions received | 2,132,139 | (2,322,989 | ) | |||||||
Net change in unrealized appreciation (depreciation) from investments | 13,033,023 | 11,180,220 | ||||||||
Net increase in net assets from operations | $ | 15,287,618 | $ | 9,236,036 | ||||||
Capital transactions — | ||||||||||
Contributions | $ | 4,357,149 | $ | 12,472,841 | ||||||
Withdrawals | (6,110,358 | ) | (21,598,240 | ) | ||||||
Net decrease in net assets from capital transactions | $ | (1,753,209 | ) | $ | (9,125,399 | ) | ||||
Net increase in net assets | $ | 13,534,409 | $ | 110,637 | ||||||
Net Assets | ||||||||||
At beginning of period | $ | 69,525,573 | $ | 69,414,936 | ||||||
At end of period | $ | 83,059,982 | $ | 69,525,573 | ||||||
18
Tax-Managed Mid-Cap Core Portfolio as of April 30, 2010
FINANCIAL STATEMENTS CONT’D
Supplementary Data
Six Months Ended | Year Ended October 31, | |||||||||||||||||||||||||
April 30, 2010 | ||||||||||||||||||||||||||
(Unaudited) | 2009 | 2008 | 2007 | 2006 | 2005 | |||||||||||||||||||||
Ratios/Supplemental Data | ||||||||||||||||||||||||||
Ratios (as a percentage of average daily net assets): | ||||||||||||||||||||||||||
Expenses(1)(2) | 0.91 | %(3) | 0.93 | % | 0.90 | % | 0.90 | % | 0.91 | % | 0.91 | % | ||||||||||||||
Net investment income (loss) | 0.32 | %(3) | 0.61 | % | 0.44 | % | 0.41 | % | 0.29 | % | (0.11 | )% | ||||||||||||||
Portfolio Turnover | 12 | %(4) | 42 | % | 40 | % | 38 | % | 55 | % | 53 | % | ||||||||||||||
Total Return | 22.11 | %(4) | 17.93 | % | (30.51 | )% | 17.79 | % | 13.85 | % | 10.54 | % | ||||||||||||||
Net assets, end of period (000’s omitted) | $ | 83,060 | $ | 69,526 | $ | 69,415 | $ | 110,165 | $ | 97,877 | $ | 76,091 | ||||||||||||||
(1) | The investment adviser waived a portion of its investment adviser fee (equal to less than 0.01%, 0.01%, 0.01%, less than 0.01%, less than 0.01% and less than 0.01% of average daily net assets for the six months ended April 30, 2010 and the years ended October 31, 2009, 2008, 2007, 2006 and 2005, respectively). A portion of the waiver was borne by the sub-adviser. Absent this waiver, total return would be lower. | |
(2) | Excludes the effect of custody fee credits, if any, of less than 0.005%. | |
(3) | Annualized. | |
(4) | Not annualized. |
19
Tax-Managed Mid-Cap Core Portfolio as of April 30, 2010
NOTES TO FINANCIAL STATEMENTS (Unaudited)
1 Significant Accounting Policies
Tax-Managed Mid-Cap Core Portfolio (the Portfolio) is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as a diversified, open-end management investment company. The Portfolio’s investment objective is to achieve long-term, after-tax returns by investing in a diversified portfolio of common stocks of mid-cap companies. The Declaration of Trust permits the Trustees to issue interests in the Portfolio. At April 30, 2010, Eaton Vance Tax-Managed Mid-Cap Core Fund and Eaton Vance Tax-Managed Equity Asset Allocation Fund held an interest of 51.3% and 48.7%, 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. 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 or entities, quotations or relevant information obtained from broker-dealers or other market participants, information obtained from the issuer, analysts, and/or the appropriate stock exchange (for exchange-traded securities), an analysis of the company’s or entity’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.
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. Interest income is recorded on the basis of interest accrued, adjusted for amortization of premium or accretion of discount.
D Federal Taxes — The Portfolio has elected to be treated as a partnership for federal tax purposes. No provision is made by the Portfolio for federal or state taxes on any taxable income of the Portfolio because each investor in the Portfolio is ultimately responsible for the payment of any taxes on its share of taxable income. Since at least one of the Portfolio’s investors is a regulated investment company that invests all or substantially all of its assets in the Portfolio, the Portfolio normally must satisfy the applicable source of income and diversification requirements (under the Internal Revenue Code) in order for its investors to satisfy them. The Portfolio will allocate, at least annually among its investors, each investor’s distributive share of the Portfolio’s net investment income, net realized capital gains and any other items of income, gain, loss, deduction or credit.
As of April 30, 2010, 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 October 31, 2009 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 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
20
Tax-Managed Mid-Cap Core Portfolio as of April 30, 2010
NOTES TO FINANCIAL STATEMENTS (Unaudited) CONT’D
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. Under Massachusetts law, if certain conditions prevail, interestholders in the Portfolio could be deemed to have personal liability for the obligations of the Portfolio. However, the Portfolio’s Declaration of Trust contains an express disclaimer of liability on the part of Portfolio interestholders and the By-laws provide that the Portfolio shall assume the defense on behalf of any Portfolio interestholder. Moreover, the By-laws also provide for indemnification out of Portfolio property of any interestholder held personally liable solely by reason of being or having been an interestholder for all loss or expense arising from such liability. Additionally, in the normal course of business, the Portfolio enters into agreements with service providers that may contain indemnification clauses. The 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 Interim Financial Statements — The interim financial statements relating to April 30, 2010 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 Boston Management and Research (BMR), a subsidiary of Eaton Vance Management (EVM), as compensation for management and investment advisory services rendered to the Portfolio. The fee is computed at an annual rate of 0.80% of the Portfolio’s average daily net assets up to $500 million and at reduced rates as daily net assets equal or exceed that level, and is payable monthly. Pursuant to a sub-advisory agreement, BMR pays Atlanta Capital Management Company, LLC (Atlanta Capital), an affiliate of EVM, a portion of its adviser fee for sub-advisory services provided to the Portfolio. For the six months ended April 30, 2010, the investment adviser fee was 0.80% (annualized) of the Portfolio’s average daily net assets and amounted to $302,010. BMR has agreed to reduce the investment adviser fee by an amount equal to that portion of commissions paid to broker-dealers in execution of security transactions attributed to the Portfolio that is consideration for third-party research services. For the six months ended April 30, 2010, BMR waived $1,510 of its investment adviser fee. Atlanta Capital, in turn, waived $1,510 of its sub-advisory fee.
Except for Trustees of the Portfolio who are not members of EVM’s or BMR’s organizations, officers and Trustees receive remuneration for their services to the Portfolio out of the investment adviser fee. Trustees of the Portfolio who are not affiliated with the investment adviser may elect to defer receipt of all or a percentage of their annual fees in accordance with the terms of the Trustees Deferred Compensation Plan. For the six months ended April 30, 2010, 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 $9,164,172 and $11,128,221, respectively, for the six months ended April 30, 2010.
4 Federal Income Tax Basis of Investments
The cost and unrealized appreciation (depreciation) of investments of the Portfolio at April 30, 2010, as determined on a federal income tax basis, were as follows:
Aggregate cost | $ | 58,356,352 | ||||
Gross unrealized appreciation | $ | 23,446,793 | ||||
Gross unrealized depreciation | (32,088 | ) | ||||
Net unrealized appreciation | $ | 23,414,705 | ||||
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. Because the line of credit is not available exclusively to the Portfolio, it may be unable to borrow some or all of its requested amounts at any particular time. The Portfolio did not have any significant borrowings or allocated fees during the six months ended April 30, 2010.
21
Tax-Managed Mid-Cap Core Portfolio as of April 30, 2010
NOTES TO FINANCIAL STATEMENTS (Unaudited) CONT’D
6 Fair Value Measurements
Under generally accepted accounting principles for fair value measurements, a three-tier hierarchy to prioritize the assumptions, referred to as inputs, is used in valuation techniques to measure fair value. The three-tier hierarchy of inputs is summarized in the three broad levels listed below.
• | Level 1 – quoted prices in active markets for identical investments | |
• | Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.) | |
• | Level 3 – significant unobservable inputs (including a 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 April 30, 2010, 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 | $ | 81,771,057 | $ | — | $ | — | $ | 81,771,057 | ||||||||||
Total Investments | $ | 81,771,057 | $ | — | $ | — | $ | 81,771,057 | ||||||||||
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 October 31, 2009 whose fair value was determined using Level 3 inputs.
22
Eaton Vance Tax-Managed Mid-Cap Core Fund
BOARD OF TRUSTEES’ ANNUAL APPROVAL OF THE INVESTMENT ADVISORY AGREEMENT
Overview of the Contract Review Process
The Investment Company Act of 1940, as amended (the “1940 Act”), provides, in substance, that each investment advisory agreement between a fund and its investment adviser will continue in effect from year to year only if its continuance is approved at least annually by the fund’s board of trustees, including by a vote of a majority of the trustees who are not “interested persons” of the fund (“Independent Trustees”), cast in person at a meeting called for the purpose of considering such approval.
At a meeting of the Boards of Trustees (each a “Board”) of the Eaton Vance group of mutual funds (the “Eaton Vance Funds”) held on April 26, 2010, the Board, including a majority of the Independent Trustees, voted to approve continuation of existing advisory and sub-advisory agreements for the Eaton Vance Funds for an additional one-year period. In voting its approval, the Board relied upon the affirmative recommendation of the Contract Review Committee of the Board, which is a committee comprised exclusively of Independent Trustees. Prior to making its recommendation, the Contract Review Committee reviewed information furnished for a series of meetings of the Contract Review Committee held between February and April 2010. 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 (including yield where relevant) to the investment performance of comparable funds over various time periods; | |
• | Data regarding investment performance in comparison to relevant peer groups of similarly managed funds and appropriate indices; | |
• | For each fund, comparative information concerning the fees charged and the services provided by each adviser in managing other mutual funds and institutional accounts using investment strategies and techniques similar to those used in managing such fund; | |
• | 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 policies and procedures relating to proxy voting, the handling of corporate actions and class actions; | |
• | 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; | |
• | A description of Eaton Vance Management’s procedures for overseeing third party advisers and sub-advisers; |
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. |
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Eaton Vance Tax-Managed Mid-Cap Core Fund
BOARD OF TRUSTEES’ ANNUAL APPROVAL OF THE INVESTMENT ADVISORY AGREEMENT CONT’D
In addition to the information identified above, the Contract Review Committee considered information provided from time to time by each adviser throughout the year at meetings of the Board and its committees. Over the course of the twelve-month period ended April 30, 2010, with respect to one or more Funds, the Board met ten times and the Contract Review Committee, the Audit Committee, the Governance Committee, the Portfolio Management Committee and the Compliance Reports and Regulatory Matters Committee, each of which is a Committee comprised solely of Independent Trustees, met nine, thirteen, three, eight and fifteen 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, as well as trading policies and procedures and risk management techniques.
For funds that invest through one or more underlying portfolios, the Board considered similar information about the portfolio(s) when considering the approval of advisory agreements. In addition, in cases where the 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 Tax-Managed Mid-Cap Core Portfolio (the “Portfolio”), the portfolio in which Eaton Vance Tax-Managed Mid-Cap Core Fund (the “Fund”) invests, with Boston Management and Research (the “Adviser”), and the sub-advisory agreement with Atlanta Capital Management Company, LLC (the “Sub-adviser”), including their fee structures, is in the interests of shareholders and, therefore, the Contract Review Committee recommended to the Board approval of each 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 agreements. Accordingly, the Board, including a majority of the Independent Trustees, voted to approve continuation of the investment advisory agreement and sub-advisory agreement for the Portfolio.
Nature, Extent and Quality of Services
In considering whether to approve the investment advisory agreement and sub-advisory agreement of the Portfolio, the Board evaluated the nature, extent and quality of services provided to the Portfolio by the Adviser and the Sub-adviser.
The Board considered the Adviser’s and the Sub-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, including recent changes to such personnel. The Board specifically noted the Adviser’s in-house equity research capabilities. With respect to the Adviser, the Board considered the Adviser’s responsibilities supervising the Sub-adviser. The Board also took into account the resources dedicated to portfolio management and other services, including the compensation methods to recruit and retain investment personnel, and the time and attention devoted to the Portfolio by senior management. With respect to the Sub-adviser, the Board took into account the resources available to the Sub-adviser in fulfilling its duties under the sub-advisory agreement and the Sub-adviser’s experience in managing equity portfolios.
The Board also reviewed the compliance programs of the Adviser and relevant affiliates thereof. Among other matters, the Board considered compliance and reporting matters relating to personal trading by investment personnel, selective disclosure of portfolio holdings, late trading, frequent trading, portfolio valuation, business continuity and the allocation of investment opportunities. The Board also evaluated the responses of the Adviser and its affiliates to requests in recent years from regulatory authorities such as the Securities and Exchange Commission and the Financial Industry Regulatory Authority.
The Board considered shareholder and other administrative services provided or managed by Eaton Vance Management and its affiliates, including transfer agency and accounting services. The Board evaluated the benefits to shareholders of investing in a fund that is a part of a large family of funds, including the ability, in many cases, to exchange an investment among different funds without incurring additional sales charges.
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Eaton Vance Tax-Managed Mid-Cap Core Fund
BOARD OF TRUSTEES’ ANNUAL APPROVAL OF THE INVESTMENT ADVISORY AGREEMENT CONT’D
After consideration of the foregoing factors, among others, the Board concluded that the nature, extent and quality of services provided by the Adviser and Sub-adviser, taken as a whole, are appropriate and consistent with the terms of the investment advisory agreement and sub-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- and five-year periods ended September 30, 2009 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, 2009, as compared to a group of similarly managed funds selected by an independent data provider. The Board also considered factors that had an impact on Fund expense ratios, as identified by management in response to inquiries from the Contract Review Committee, as well as actions being taken to reduce expenses at the fund complex level. The Board noted the fact that the Administrator waived fees and/or paid expenses for the Fund. The Board also considered management’s proposals to take steps to address the longer-term prospects of the Fund.
After reviewing the foregoing information, and in light of the nature, extent and quality of the services provided by the Adviser and the Sub-adviser, the Board concluded that the management fees charged for advisory and related services are reasonable.
Profitability
The Board reviewed the level of profits realized by the Adviser and relevant affiliates thereof, including the Sub-adviser, in providing investment advisory and administrative services to the Fund, to the Portfolio and to all Eaton Vance Funds as a group. The Board considered the level of profits realized without regard to revenue sharing or other payments by the Adviser and its affiliates to third parties in respect of distribution services. The Board also considered other direct or indirect benefits received by the Adviser and its affiliates in connection with its relationship with the Fund and the Portfolio, including the benefits of research services that may be available to the Adviser or Sub-adviser as a result of securities transactions effected for the Portfolio and other investment advisory clients.
The Board concluded that, in light of the foregoing factors and the nature, extent and quality of the services rendered, the profits realized by the Adviser and its affiliates, including the Sub-adviser, are reasonable.
Economies of Scale
In reviewing management fees and profitability, the Board also considered the extent to which the Adviser and its affiliates, on the one hand, and the Fund and the Portfolio, on the other hand, can expect to realize benefits from economies of scale as the assets of the Fund and the Portfolio increase. The Board acknowledged the difficulty in accurately measuring the benefits resulting from the economies of scale with respect to the management of any specific fund or group of funds. The Board reviewed data summarizing the increases and decreases in the assets of the Fund and of all Eaton Vance Funds as a group over various time periods, and evaluated the extent to which the total expense ratio of the Fund and the profitability of the Adviser and its affiliates may have been affected by such increases or decreases. Based upon the foregoing, the Board concluded that the 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.
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Eaton Vance Tax-Managed Mid-Cap Core Fund
OFFICERS AND TRUSTEES
Eaton Vance Tax-Managed Mid-Cap Core Fund
Officers Thomas E. Faust Jr. President and Trustee William H. Ahern, Jr. Vice President John R. Baur Vice President Maria C. Cappellano Vice President Michael A. Cirami Vice President Cynthia J. Clemson Vice President John H. Croft Vice President Charles B. Gaffney Vice President Christine M. Johnston Vice President Aamer Khan Vice President Thomas H. Luster Vice President Jeffrey A. Rawlins Vice President Duncan W. Richardson Vice President Judith A. Saryan Vice President Susan Schiff Vice President Thomas Seto Vice President David M. Stein Vice President Eric A. Stein Vice President Dan R. Strelow Vice President Mark S. Venezia Vice President Adam A. Weigold 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 |
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Eaton Vance Tax-Managed Mid-Cap Core Fund
OFFICERS AND TRUSTEES CONT’D
Tax-Managed Mid-Cap Core Portfolio
Officers Duncan W. Richardson President William O. Bell, IV Vice President Thomas E. Faust Jr. Vice President and Trustee William R. Hackney, III 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 |
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Investment Adviser of Tax-Managed Mid-Cap Core Portfolio
Boston Management and Research
Boston Management and Research
Two International Place
Boston, MA 02110
Atlanta Capital Management Company, LLC
1349 West Peachtree Street
Suite 1600
Atlanta, GA 30309
Eaton Vance Management
Two International Place
Boston, MA 02110
Eaton Vance Distributors, Inc.
Two International Place
Boston, MA 02110
(617) 482-8260
State Street Bank and Trust Company
200 Clarendon Street
Boston, MA 02116
PNC Global Investment Servicing
Attn: Eaton Vance Funds
P.O. Box 9653
Providence, RI 02940-9653
(800) 262-1122
Two International Place
Boston, MA 02110
* FINRA BrokerCheck. Investors may check the background of their Investment Professional by contacting the Financial Industry Regulatory Authority (FINRA). FINRA BrokerCheck is a free tool to help investors check the professional background of current and former FINRA-registered securities firms and brokers. FINRA BrokerCheck is available by calling 1-800-289-9999 and at www.FINRA.org. The FINRA BrokerCheck brochure describing the program is available to investors at www.FINRA.org.
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.
1301-6/10 | TMMCCSRC |
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), as Executive Vice President and Chief Financial Officer of United Asset Management Corporation (an institutional investment management firm) and as a Senior Manager at Price Waterhouse (now PricewaterhouseCoopers) (an independent registered public accounting firm).
Item 4. Principal Accountant Fees and Services
Not required in this filing.
Item 5. Audit Committee of Listed Registrants
Not required in this filing.
Item 6. Schedule of Investments
Please see schedule of investments contained in the Report to Stockholders included under Item 1 of this Form N-CSR.
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies
Not 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.
Tax-Managed Mid-Cap Core Portfolio
By: | /s/ Duncan W. Richardson | ||
Duncan W. Richardson | |||
President | |||
Date: June 08, 2010
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: June 08, 2010
By: | /s/ Duncan W. Richardson | |||
Duncan W. Richardson | ||||
President | ||||
Date: June 08, 2010