<Page>
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: 811-10599
---------
Tax-Managed Small-Cap Value Portfolio
-------------------------------------
(Exact Name of Registrant as Specified in Charter)
The Eaton Vance Building, 255 State Street, Boston, Massachusetts 02109
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(Address of Principal Executive Offices)
Alan R. Dynner
The Eaton Vance Building, 255 State Street, Boston, Massachusetts 02109
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(Name and Address of Agent for Services)
(617) 482-8260
--------------
(Registrant's Telephone Number)
October 31
----------
Date of Fiscal Year End
October 31, 2004
----------------
Date of Reporting Period
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ITEM 1. REPORTS TO STOCKHOLDERS
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TAX-MANAGED SMALL-CAP VALUE PORTFOLIO as of October 31, 2004
PORTFOLIO OF INVESTMENTS
COMMON STOCKS -- 97.4%
<Table>
<Caption>
SECURITY SHARES VALUE
- -------------------------------------------------------------------------------------------
AUTO RELATED -- 3.0%
BorgWarner, Inc. 35,000 $ 1,623,300
- -------------------------------------------------------------------------------------------
$ 1,623,300
- -------------------------------------------------------------------------------------------
CEMENT -- 3.2%
Lafarge North America, Inc. 35,000 $ 1,715,000
- -------------------------------------------------------------------------------------------
$ 1,715,000
- -------------------------------------------------------------------------------------------
CHEMICAL -- 5.9%
Georgia Gulf Corp. 28,500 $ 1,290,195
RPM, Inc. 104,400 1,840,572
- -------------------------------------------------------------------------------------------
$ 3,130,767
- -------------------------------------------------------------------------------------------
COMPUTER / COMMUNICATIONS RELATED -- 3.0%
Actel Corp.(1) 25,000 $ 379,250
International Rectifier Corp.(1) 31,000 1,232,250
- -------------------------------------------------------------------------------------------
$ 1,611,500
- -------------------------------------------------------------------------------------------
CONSTRUCTION / ENGINEERING -- 3.7%
Granite Construction, Inc. 45,000 $ 1,092,600
Insituform Technologies, Inc.(1) 44,500 881,990
- -------------------------------------------------------------------------------------------
$ 1,974,590
- -------------------------------------------------------------------------------------------
DRUGS -- 0.9%
Par Pharmaceutical Cos, Inc.(1) 12,500 $ 493,125
- -------------------------------------------------------------------------------------------
$ 493,125
- -------------------------------------------------------------------------------------------
ELECTRICAL EQUIPMENT -- 3.2%
Belden CDT, Inc. 77,000 $ 1,711,710
- -------------------------------------------------------------------------------------------
$ 1,711,710
- -------------------------------------------------------------------------------------------
ELECTRONICS -- 3.0%
Bel Fuse, Inc. Class B 33,400 $ 1,120,570
Technitrol, Inc.(1) 28,000 456,960
- -------------------------------------------------------------------------------------------
$ 1,577,530
- -------------------------------------------------------------------------------------------
ENERGY -- 11.7%
Newfield Exploration Co.(1) 29,000 $ 1,687,800
Piedmont Natural Gas Co., Inc. 28,000 1,274,840
Questar Corp. 29,000 1,392,000
Spinnaker Exploration Co.(1) 40,000 $ 1,276,800
XTO Energy, Inc. 17,966 599,705
- -------------------------------------------------------------------------------------------
$ 6,231,145
- -------------------------------------------------------------------------------------------
FOOD WHOLESALERS / RETAILERS -- 2.0%
Performance Food Group Co.(1) 23,000 $ 534,980
SUPERVALU, Inc. 17,900 527,871
- -------------------------------------------------------------------------------------------
$ 1,062,851
- -------------------------------------------------------------------------------------------
HOUSEHOLD PRODUCTS -- 5.4%
Church & Dwight Co., Inc. 75,750 $ 2,061,915
Libbey, Inc. 44,700 811,305
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$ 2,873,220
- -------------------------------------------------------------------------------------------
INDUSTRIAL PRODUCTS -- 8.6%
A.O. Smith Corp. 52,000 $ 1,380,080
Albany International Corp., Class A 35,300 1,059,706
CLARCOR, Inc. 11,000 542,300
Teleflex, Inc. 37,000 1,620,230
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$ 4,602,316
- -------------------------------------------------------------------------------------------
INSURANCE -- 5.2%
Protective Life Corp. 43,000 $ 1,689,900
Scottish Re Group Ltd. 47,000 1,057,500
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$ 2,747,400
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MEDICAL SERVICES / SUPPLIES -- 11.7%
CONMED Corp.(1) 44,000 $ 1,235,080
DENTSPLY International, Inc. 10,400 540,904
Mentor Corp. 32,600 1,134,480
MIM Corp.(1) 49,600 283,265
Owens & Minor, Inc. 34,000 890,460
PolyMedica Corp. 40,000 1,400,000
West Pharmaceutical Services, Inc. 32,000 733,120
- -------------------------------------------------------------------------------------------
$ 6,217,309
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PACKAGING -- 3.7%
AptarGroup, Inc. 41,500 $ 1,947,180
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$ 1,947,180
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</Table>
See notes to financial statements
15
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<Table>
<Caption>
SECURITY SHARES VALUE
- ------------------------------------------------------------------------------------------
RESTAURANT -- 5.1%
Applebee's International, Inc. 28,500 $ 651,795
CBRL Group, Inc. 40,000 1,450,400
Outback Steakhouse, Inc. 15,000 593,850
- ------------------------------------------------------------------------------------------
$ 2,696,045
- ------------------------------------------------------------------------------------------
RETAILING -- 6.5%
BJ's Wholesale Club, Inc.(1) 50,000 $ 1,451,500
Claire's Stores, Inc. 51,000 1,327,020
ShopKo Stores, Inc.(1) 38,000 655,120
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$ 3,433,640
- ------------------------------------------------------------------------------------------
TOY -- 3.6%
JAKKS Pacific, Inc.(1) 51,500 $ 811,640
RC2 Corp.(1) 40,000 1,114,400
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$ 1,926,040
- ------------------------------------------------------------------------------------------
TRANSPORTATION -- 8.0%
Arkansas Best Corp. 67,000 $ 2,619,030
Yellow Roadway Corp.(1) 34,536 1,657,383
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$ 4,276,413
- ------------------------------------------------------------------------------------------
TOTAL COMMON STOCKS
(IDENTIFIED COST, $39,583,236) $ 51,851,081
- ------------------------------------------------------------------------------------------
TOTAL INVESTMENTS -- 97.4%
(IDENTIFIED COST, $39,583,236) $ 51,851,081
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OTHER ASSETS, LESS LIABILITIES -- 2.6% $ 1,374,436
- ------------------------------------------------------------------------------------------
NET ASSETS -- 100.0% $ 53,225,517
- ------------------------------------------------------------------------------------------
</Table>
(1) Non-income producing security.
See notes to financial statements
16
<Page>
TAX-MANAGED SMALL-CAP VALUE PORTFOLIO as of October 31, 2004
FINANCIAL STATEMENTS
STATEMENT OF ASSETS AND LIABILITIES
AS OF OCTOBER 31, 2004
<Table>
ASSETS
Investments, at value (identified cost, $39,583,236) $ 51,851,081
Cash 1,363,965
Dividends and interest receivable 46,821
- -----------------------------------------------------------------------------
TOTAL ASSETS $ 53,261,867
- -----------------------------------------------------------------------------
LIABILITIES
Payable to affiliate for Trustees' fees $ 2,017
Accrued expenses 34,333
- -----------------------------------------------------------------------------
TOTAL LIABILITIES $ 36,350
- -----------------------------------------------------------------------------
NET ASSETS APPLICABLE TO INVESTORS' INTEREST IN PORTFOLIO $ 53,225,517
- -----------------------------------------------------------------------------
SOURCES OF NET ASSETS
Net proceeds from capital contributions and withdrawals $ 40,957,672
Net unrealized appreciation (computed on the basis of
identified cost) 12,267,845
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TOTAL $ 53,225,517
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</Table>
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED
OCTOBER 31, 2004
<Table>
INVESTMENT INCOME
Dividends $ 533,421
Interest 14,641
- -----------------------------------------------------------------------------
TOTAL INVESTMENT INCOME $ 548,062
- -----------------------------------------------------------------------------
EXPENSES
Investment adviser fee $ 503,768
Trustees' fees and expenses 5,676
Custodian fee 42,134
Legal and accounting services 24,429
Miscellaneous 1,765
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TOTAL EXPENSES $ 577,772
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NET INVESTMENT LOSS $ (29,710)
- -----------------------------------------------------------------------------
REALIZED AND UNREALIZED GAIN (LOSS)
Net realized gain (loss) --
Investment transactions (identified cost basis) $ (18,679)
- -----------------------------------------------------------------------------
NET REALIZED LOSS $ (18,679)
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Change in unrealized appreciation (depreciation) --
Investments (identified cost basis) $ 6,737,706
- -----------------------------------------------------------------------------
NET CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION) $ 6,737,706
- -----------------------------------------------------------------------------
NET REALIZED AND UNREALIZED GAIN $ 6,719,027
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NET INCREASE IN NET ASSETS FROM OPERATIONS $ 6,689,317
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</Table>
See notes to financial statements
17
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STATEMENTS OF CHANGES IN NET ASSETS
<Table>
<Caption>
INCREASE (DECREASE) YEAR ENDED YEAR ENDED
IN NET ASSETS OCTOBER 31, 2004 OCTOBER 31, 2003
- ---------------------------------------------------------------------------------------------------------------------------
From operations --
Net investment loss $ (29,710) $ (11,509)
Net realized gain (loss)
from Investment transactions (18,679) 245,057
Net change in unrealized
appreciation (depreciation)
of investments 6,737,706 7,809,413
- ---------------------------------------------------------------------------------------------------------------------------
NET INCREASE IN NET ASSETS
FROM OPERATIONS $ 6,689,317 $ 8,042,961
- ---------------------------------------------------------------------------------------------------------------------------
Capital transactions --
Contributions $ 11,868,068 $ 19,625,349
Withdrawals (7,234,811) (3,105,310)
- ---------------------------------------------------------------------------------------------------------------------------
NET INCREASE IN NET ASSETS
FROM CAPITAL TRANSACTIONS $ 4,633,257 $ 16,520,039
- ---------------------------------------------------------------------------------------------------------------------------
NET INCREASE IN NET ASSETS $ 11,322,574 $ 24,563,000
- ---------------------------------------------------------------------------------------------------------------------------
NET ASSETS
At beginning of year $ 41,902,943 $ 17,339,943
- ---------------------------------------------------------------------------------------------------------------------------
AT END OF YEAR $ 53,225,517 $ 41,902,943
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</Table>
See notes to financial statements
18
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SUPPLEMENTARY DATA
<Table>
<Caption>
YEAR ENDED OCTOBER 31,
------------------------- PERIOD ENDED
2004 2003 OCTOBER 31, 2002(1)
- --------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
Ratios (As a percentage of average daily net assets):
Expenses 1.14% 1.18% 1.77%(2)
Net investment loss (0.06)% (0.04)% (0.74)%(2)
Portfolio Turnover 12% 21% 5%
- --------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN(3) 14.62% 29.62% (11.41)%
- --------------------------------------------------------------------------------------------------------------------------
NET ASSETS, END OF YEAR (000'S OMITTED) $ 53,226 $ 41,903 $ 17,340
- --------------------------------------------------------------------------------------------------------------------------
</Table>
(1) For the period from the start of business, March 1, 2002, to October 31,
2002.
(2) Annualized.
(3) Total return is not computed on an annualized basis.
See notes to financial statements
19
<Page>
TAX-MANAGED SMALL-CAP VALUE PORTFOLIO as of October 31, 2004
NOTES TO FINANCIAL STATEMENTS
1 SIGNIFICANT ACCOUNTING POLICIES
Tax-Managed Small-Cap 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 December 10, 2001, seeks
to achieve long-term after-tax returns by investing in a diversified
portfolio of value stocks of small-cap companies. The Declaration of Trust
permits the Trustees to issue interests in the Portfolio. At October 31,
2004, the Eaton Vance Tax-Managed Small-Cap Value Fund and the Eaton Vance
Tax-Managed Equity Asset Allocation Fund held 44.5% and 55.3% interests in
the Portfolio, respectively. 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 at 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. The daily valuation of 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. The Portfolio may rely on
an independent fair valuation service in adjusting the valuations of
foreign securities. Foreign securities and currencies are valued in U.S.
dollars, based on foreign currency exchange rate quotations supplied by an
independent quotation service. Investments held by the Portfolio for which
valuations or market quotations are unavailable are valued at their fair
value using methods determined in good faith by or at the direction of the
Trustees of the Portfolio considering relevant factors, data and
information including the market value of freely tradable securities of the
same class in the principal market on which such securities are normally
traded.
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 either in cash or securities an amount
(initial margin) 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. Should prices move unexpectedly, the Portfolio may not
achieve
20
<Page>
the anticipated benefits of the financial futures contracts and may realize
a loss.
E PUT OPTIONS -- Upon the purchase of a put option by the Portfolio, the
premium paid is recorded as an investment, the value of which is
marked-to-market daily. When a purchased option expires, the Portfolio will
realize a loss in the amount of the cost of the option. When the Portfolio
enters into a closing sale transaction, the Portfolio will realize a gain
or loss depending on whether the sales proceeds from the closing sale
transaction are greater or less than the cost of the option. When the
Portfolio exercises a put option, settlement is made in cash. The risk
associated with purchasing options is limited to the premium originally
paid.
F SECURITIES SOLD SHORT -- The Portfolio may sell a security short if it
owns at least an equal amount of the security sold short or another
security convertible or exchangeable for an equal amount of the security
sold short. Such transactions are done in anticipation of a decline in the
market price of the securities or in order to hedge portfolio positions.
The Portfolio will generally borrow the security sold in order to make
delivery to the buyer. Upon executing the transaction, the Portfolio
records the proceeds as deposits with brokers in the Statement of Assets
and Liabilities and establishes an offsetting payable for securities sold
short for the securities due on settlement. The proceeds are retained by
the broker as collateral for the short position. The liability is
marked-to-market and the Portfolio is required to pay the lending broker
any dividend or interest income earned while the short position is open. A
gain or loss is recorded when the security is delivered to the broker. The
Portfolio may recognize a loss on the transaction if the market value of
the securities sold increases before the securities are delivered.
G FOREIGN CURRENCY TRANSLATION -- Investment valuations, other assets and
liabilities initially expressed in foreign currencies are converted each
business day into U.S. dollars based upon current exchange rates. Purchases
and sales of foreign investment securities and income and expenses are
converted into U.S. dollars based upon currency exchange rates prevailing
on the respective dates of such transactions. Recognized gains or losses on
investment transactions attributable to foreign currency exchange rates are
recorded for financial statement purposes as net realized gains and losses
on investments. That portion of unrealized gains and losses on investments
that results from fluctuations in foreign currency exchange rates is not
separately disclosed.
H 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 balances 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.
I INDEMNIFICATIONS -- Under the Portfolio's organizational documents, its
officers and Trustees may be indemnified against certain liabilities and
expenses arising out of the performance of their duties to the Portfolio.
Interestholders in the Portfolio are jointly and severally liable for the
liabilities and obligations of the Portfolio in the event that the
Portfolio fails to satisfy such liabilities and obligations; provided,
however, that, to the extent assets are available in the Portfolio, the
Portfolio may, under certain circumstances, indemnify interestholders from
and against any claim or liability to which such holder may become subject
by reason of being or having been an interestholder in the Portfolio.
Additionally, in the normal course of business, the Portfolio enters into
agreements with service providers that may contain indemnification clauses.
The Portfolio's maximum exposure under these arrangements is unknown as
this would involve future claims that may be made against the Portfolio
that have not yet occurred.
J 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.
K OTHER -- Investment transactions are accounted for on a trade-date basis.
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 1.00% annually of average daily net assets of
the Portfolio up to $500 million, and at reduced rates as
21
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daily net assets exceed that level. For the year ended October 31, 2004,
the advisory fee amounted to $503,768. Pursuant to a sub-advisory
agreement, BMR has delegated the investment management of the Portfolio to
Fox Asset Management LLC (Fox), a majority-owned subsidiary of EVM. BMR
pays Fox a monthly fee for sub-advisory services provided to the Portfolio
in the amount of 0.75% annually of average daily net assets up to $500
million, and at reduced rates as daily net assets exceed that level. 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 who 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, 2004,
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 $14,261,052 and $5,399,625, respectively, for the year ended
October 31, 2004.
4 FEDERAL INCOME TAX BASIS OF UNREALIZED APPRECIATION (DEPRECIATION)
The cost and unrealized appreciation (depreciation) in value of the
investments owned at October 31, 2004, as computed on a federal income tax
basis, were as follows:
<Table>
AGGREGATE COST $ 39,583,236
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Gross unrealized appreciation $ 13,191,662
Gross unrealized depreciation (923,817)
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NET UNREALIZED APPRECIATION $ 12,267,845
-----------------------------------------------------------
</Table>
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 and financial 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, 2004.
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 for the year ended October 31, 2004.
22
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TAX-MANAGED SMALL-CAP VALUE PORTFOLIO as of October 31, 2004
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
TO THE TRUSTEES AND INVESTORS OF TAX-MANAGED SMALL-CAP VALUE PORTFOLIO:
We have audited the accompanying statement of assets and liabilities, including
the portfolio of investments, of Tax-Managed Small-Cap Value Portfolio (the
Portfolio) as of October 31, 2004, and 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 two
years then ended and the period from the start of business, March 1, 2002 to
October 31, 2002. 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
audit.
We conducted our audit in accordance with auditing standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements and supplementary data are free of material misstatement.
An audit includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. Our procedures included
confirmation of securities held as of October 31, 2004 by correspondence with
the custodian and brokers; where replies were not received from brokers, we
performed other auditing procedures. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe that our
audit provides 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
Tax-Managed Small-Cap Value Portfolio as of October 31, 2004, the results of its
operations, the changes in its net assets and the supplementary data for the
respective stated periods in conformity with accounting principles generally
accepted in the United States of America.
DELOITTE & TOUCHE LLP
Boston, Massachusetts
December 22, 2004
23
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EATON VANCE TAX-MANAGED SMALL-CAP VALUE FUND
MANAGEMENT AND ORGANIZATION
FUND MANAGEMENT. The Trustees of Eaton Vance Mutual Funds Trust (the Trust) and
Tax-Managed Small-Cap 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 Vance, Inc., "EVM" refers to Eaton Vance Management, "BMR"
refers to Boston Management and Research, "EVD" refers to Eaton Vance
Distributors, Inc. and "Fox" refers to Fox Asset Management LLC. EVC and EV are
the corporate parent and trustee, respectively, of EVM and BMR. EVD is the
Fund's principal underwriter, the Portfolio's placement agent and a wholly-owned
subsidiary of EVM.
<Table>
<Caption>
POSITION(S) TERM OF NUMBER OF PORTFOLIOS
WITH THE OFFICE AND IN FUND COMPLEX
NAME AND TRUST AND LENGTH OF PRINCIPAL OCCUPATION(S) OVERSEEN BY
DATE OF BIRTH THE PORTFOLIO SERVICE DURING PAST FIVE YEARS TRUSTEE(1) OTHER DIRECTORSHIPS HELD
- ------------------------------------------------------------------------------------------------------------------------------------
INTERESTED TRUSTEE
James B. Hawkes Trustee of the Trustee of the Chairman, President and 192 Director of EVC
11/9/41 Trust; President Trust since Chief Executive Officer
and Trustee of 1991; of BMR, EVC, EVM and
the Portfolio President and EV; Director of EV;
Trustee of the Vice President and
Portfolio Director of EVD.
since 2001 Trustee and/or officer
of 192 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.
NONINTERESTED TRUSTEE(S)
Samuel L. Hayes, III Trustee Trustee of the Jacob H. Schiff 192 Director of Tiffany
2/23/35 Trust since Professor of Investment & Co. (specialty
1986; of the Banking Emeritus, retailer) and Telect,
Portfolio Harvard University Inc. (telecommunication
since 2001 Graduate School of services company)
Business
Administration.
William H. Park Trustee Since 2003 President and Chief 192 None
9/19/47 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).
Ronald A. Pearlman Trustee Since 2003 Professor of Law, 192 None
7/10/40 Georgetown University
Law Center (since
1999). Tax Partner,
Covington & Burling,
Washington, DC
(1991-2000).
Norton H. Reamer Trustee Trustee of the President, Chief 192 None
9/21/35 Trust since Executive Officer and a
1986; of the Director of Asset
Portfolio Management Finance
since 2001 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).
Lynn A. Stout Trustee Trustee of the Professor of Law, 192 None
9/14/57 Trust since University of
1998; of the California at Los
Portfolio Angeles School of Law
since 2001 (since July 2001).
Formerly, Professor of
Law, Georgetown
University Law Center.
</Table>
24
<Page>
PRINCIPAL OFFICERS WHO ARE NOT TRUSTEES
<Table>
<Caption>
POSITION(S) TERM OF
WITH THE OFFICE AND
NAME AND TRUST AND LENGTH OF PRINCIPAL OCCUPATION(S)
DATE OF BIRTH THE PORTFOLIO SERVICE DURING PAST FIVE YEARS
- ----------------------------------------------------------------------------------------------------------------------------------
Thomas E. Faust Jr. President of the Trust; President of the Trust since Executive Vice President of EVM, BMR, EVC and EV;
5/31/58 Vice President 2002; Vice President of the Chief Investment Officer of EVM and BMR and
of the Portfolio Portfolio since 2001 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 55
registered investment companies managed by EVM or
BMR.
William H. Ahern, Jr. Vice President Since 1995 Vice President of EVM and BMR. Officer of 78
7/28/59 of the Trust registered investment companies managed by EVM or
BMR.
Thomas J. Fetter Vice President Since 1997 Vice President of EVM and BMR. Officer of 124
8/20/43 of the Trust registered investment companies managed by EVM or
BMR.
Michael R. Mach Vice President Since 1999 Vice President of EVM and BMR. Previously,
7/15/47 of the Trust Managing Director and Senior Analyst for Robertson
Stephens (1998-1999). Officer of 28 registered
investment companies managed by EVM or BMR.
Robert B. MacIntosh Vice President Since 1998 Vice President of EVM and BMR. Officer of 124
1/22/57 of the Trust registered investment companies managed by EVM or
BMR.
George C. Pierides Vice President Since 2001 Senior Managing Director of Fox. Officer of 12
12/16/57 of the Portfolio registered investment companies managed by EVM
or BMR.
Duncan W. Richardson Vice President Since 2001 Senior Vice President and Chief Equity Investment
10/26/57 of the Trust Officer of EVM and BMR. Officer of 44 registered
investment companies managed by EVM or BMR.
Walter A. Row, III Vice President Since 2001 Director of Equity Research and a Vice President
7/20/57 of the Trust of EVM and BMR. Officer of 24 registered
investment companies managed by EVM or BMR.
Judith A. Saryan Vice President Since 2003 Vice President of EVM and BMR. Previously,
8/21/54 of the Trust Portfolio Manager and Equity Analyst for State
Street Global Advisers (1980-1999). Officer of 27
registered investment companies managed by EVM or
BMR.
Susan Schiff Vice President Since 2002 Vice President of EVM and BMR. Officer of 27
3/13/61 of the Trust registered investment companies managed by EVM or
BMR.
Alan R. Dynner Secretary Secretary of the Trust since Vice President, Secretary and Chief Legal
10/10/40 1997; of the Portfolio since Officer of BMR, EVM, EVD, EV and EVC. Officer of
2001 192 registered investment companies managed by EVM
or BMR.
Michelle A. Green Treasurer of Since 2002 Vice President of EVM and BMR. Chief Financial
8/25/69 the Portfolio 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 83 registered investment companies
managed by EVM or BMR.
James L. O'Connor Treasurer of the Trust Since 1989 Vice President of BMR, EVM and EVD. Officer of 114
4/1/45 registered investment companies managed by EVM or
BMR.
Paul M. O'Neil Chief Compliance Since 2004 Vice President of EVM and BMR. Officer of 192
7/11/53 Officer registered investment companies managed by EVM or
BMR.
</Table>
(1) Includes both master and feeder funds in a master-feeder structure.
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.
25
<Page>
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, 2003, and October 31, 2004 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.
<Table>
<Caption>
FISCAL YEARS ENDED 10/31/03 10/31/04
- --------------------------------------------------------------------------------
Audit Fees $ 16,647 $ 19,405
Audit-Related Fees(1) $ 0 $ 0
Tax Fees(2) $ 3,700 $ 4,100
All Other Fees(3) $ 0 $ 0
-----------------------
Total $ 20,347 $ 23,505
=======================
</Table>
<Page>
(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.
(3) All other fees consist of the aggregate fees billed for products and
services provided by the registrant's principal accountant other than audit,
audit-related, and tax services.
During the fiscal year ended October 31, 2004, $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 last two fiscal years of the
registrant; 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 last two fiscal years of the
registrant.
<Table>
<Caption>
FISCAL YEARS ENDED 10/31/03 10/31/04
- --------------------------------------------------------------------------------
Registrant $ 3,700 $ 4,100
</Table>
<Page>
<Table>
Eaton Vance (1) $ 467,489 $ 340,730
</Table>
(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 9, 2004, the Governance Committee of the Board of Trustees
formalized the procedures by which a Fund's shareholders may recommend nominees
to the registrant's Board of Trustees. 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 sufficient background information concerning the candidate, and 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 to the attention of the Governance Committee, c/o the
Secretary of the Fund.
ITEM 10. CONTROLS AND PROCEDURES
<Page>
(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 period 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.
<Page>
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 Small-Cap Value Portfolio
- -------------------------------------
By: /S/ James B. Hawkes
-------------------
James B. Hawkes
President
Date: December 22, 2004
-----------------
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/ Michelle A. Green
---------------------
Michelle A. Green
Treasurer
Date: December 22, 2004
-----------------
By: /S/ James B. Hawkes
-------------------
James B. Hawkes
President
Date: December 22, 2004
-----------------