Eaton Vance Floating-Rate & High Income Fund (EIFHX) N-CSR Certified annual shareholder report (management investment company)

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: 811-04015

Eaton Vance Mutual Funds Trust

(Exact Name of registrant as Specified in Charter)

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

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

(617) 482-8260
(registrant’s Telephone Number)

October 31
Date of Fiscal Year End

October 31, 2009
Date of Reporting Period

TABLE OF CONTENTS

	Item 1 Reports to Stockholders
	Item 2 Code of Ethics
	Item 3 Audit Committee Financial Expert
	Item 4 Principal Accountant Fees and Services
	Item 5 Audit Committee of Listed registrants
	Item 6 Schedule of Investments
	Item 7 Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies
	Item 8 Portfolio Managers of Closed-End Management Investment Companies
	Item 9 Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers
	Item 10 Submission of Matters to a Vote of Security Holders
	Item 11 Controls and Procedures
	Item 12 Exhibits
Signatures
EX-99.CERT Section 302 Certifications
EX-99.906CERT Section 906 Certification

Item 1. Reports to Stockholders

Annual Report October 31, 2009 EATON VANCE TAX-MANAGED EQUITY ASSET ALLOCATION FUND

IMPORTANT NOTICES REGARDING PRIVACY,
DELIVERY OF SHAREHOLDER DOCUMENTS,
PORTFOLIO HOLDINGS AND PROXY VOTING

Privacy. The Eaton Vance organization is committed to ensuring your financial privacy. Each of the financial institutions identified below has in effect the following policy (Privacy Policy) with respect to nonpublic personal information about its customers:

•  Only such information received from you, through application forms or otherwise, and information about your Eaton Vance fund transactions will be collected. This may include information such as name, address, social security number, tax status, account balances and transactions.

•  None of such information about you (or former customers) will be disclosed to anyone, except as permitted by law (which includes disclosure to employees necessary to service your account). In the normal course of servicing a customer’s account, Eaton Vance may share information with unaffiliated third parties that perform various required services such as transfer agents, custodians and broker/dealers.

•  Policies and procedures (including physical, electronic and procedural safeguards) are in place that are designed to protect the confidentiality of such information.

•  We reserve the right to change our Privacy Policy at any time upon proper notification to you. Customers may want to review our Privacy Policy periodically for changes by accessing the link on our homepage: www.eatonvance.com.

Our pledge of privacy applies to the following entities within the Eaton Vance organization: the Eaton Vance Family of Funds, Eaton Vance Management, Eaton Vance Investment Counsel, Boston Management and Research, and Eaton Vance Distributors, Inc.

In addition, our Privacy Policy applies only to those Eaton Vance customers who are individuals and who have a direct relationship with us. If a customer’s account (i.e., fund shares) is held in the name of a third-party financial adviser/ broker-dealer, it is likely that only such adviser’s privacy policies apply to the customer. This notice supersedes all previously issued privacy disclosures.

For more information about Eaton Vance’s Privacy Policy, please call 1-800-262-1122.

Delivery of Shareholder Documents. The Securities and Exchange Commission (the “SEC”) permits funds to deliver only one copy of shareholder documents, including prospectuses, proxy statements and shareholder reports, to fund investors with multiple accounts at the same residential or post office box address. This practice is often called “householding” and it helps eliminate duplicate mailings to shareholders.

Eaton Vance, or your financial adviser, may household the mailing of your documents indefinitely unless you instruct Eaton Vance, or your financial adviser, otherwise.

If you would prefer that your Eaton Vance documents not be householded, please contact Eaton Vance at 1-800-262-1122, or contact your financial adviser.

Your instructions that householding not apply to delivery of your Eaton Vance documents will be effective within 30 days of receipt by Eaton Vance or your financial adviser.

Portfolio Holdings. Each Eaton Vance Fund and its underlying Portfolio(s) (if applicable) will file a schedule of portfolio holdings on Form N-Q with the SEC for the first and third quarters of each fiscal year. The Form N-Q will be available on the Eaton Vance website at www.eatonvance.com, by calling Eaton Vance at 1-800-262-1122 or in the EDGAR database on the SEC’s website at www.sec.gov. Form N-Q may also be reviewed and copied at the SEC’s public reference room in Washington, D.C. (call 1-800-732-0330 for information on the operation of the public reference room).

Proxy Voting. From time to time, funds are required to vote proxies related to the securities held by the funds. The Eaton Vance Funds or their underlying Portfolios (if applicable) vote proxies according to a set of policies and procedures approved by the Funds’ and Portfolios’ Boards. You may obtain a description of these policies and procedures and information on how the Funds or Portfolios voted proxies relating to portfolio securities during the most recent 12 month period ended June 30, without charge, upon request, by calling 1-800-262-1122. This description is also available on the SEC’s website at www.sec.gov.

Eaton Vance Tax-Managed Equity Asset Allocation Fund as of October 31, 2009

MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE

Economic and Market Conditions

Duncan W. Richardson, CFA
Portfolio Manager

• Although global equity markets began the fiscal year ending October 31, 2009, on a downward trajectory, stocks bounced strongly off the bottom set in early March and staged a broad-based rally that continued through the end of the 12-month period. Last fall, on the verge of a possible collapse of the global financial system, risk-averse investors reacted by streaming to the sidelines, sending stocks into a dramatic decline. By late winter, however, fiscal and monetary interventions by governments around the world began to fuel optimism that the financial crisis would end and global economic growth might resume.

• Amid prospects for a better-than-expected 2009, investor risk appetite began to return, overcoming such lingering concerns as high consumer debt levels, rising unemployment and still-depressed home prices. Corporate profits also started showing improvement, benefiting from cost-cutting and easier earnings comparisons, which further supported the equity market’s rebound. Stocks that declined the most last fall, especially those lower-quality, cyclical issues farther out on the risk spectrum, tended to be those that recovered most quickly as the rally gained steam.

• From March through September 2009, the broad-based S&P 500 Index posted strong gains, with only a slight pull back in October ending a string of consecutive monthly gains. For the full one-year period that ended October 31, 2009, the S&P 500 posted a 9.80% return, while the blue-chip Dow Jones Industrial Average rose 7.76% and the technology-laden Nasdaq Composite Index soared 18.84%. The large-cap Russell 1000 Index returned 11.20%, while the small-cap Russell 2000 Index gained 6.46%. In terms of investment styles, growth stocks widely outperformed their counterparts in the value space.¹

Past performance is no guarantee of future results. Returns are historical and are calculated by determining the percentage change in net asset value or offering price (as applicable) with all distributions reinvested. Investment return and principal value will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Performance is for the stated time period only; due to market volatility, the Fund’s current performance may be lower or higher than the quoted return. For performance as of the most recent month end, please refer to www.eatonvance.com.

Fund shares are not insured by the FDIC and are not deposits or other obligations of, or guaranteed by, any depository institution. Shares are subject to investment risks, including possible loss of principal invested.

Management Discussion

• The Fund’s² Class A shares outperformed the Russell 3000 Index (the Index) for the year ending October 31, 2009. While the Fund’s short-term standing (for Class A shares) within its Lipper peer category was disappointing for the volatile one-year period, its stronger longer-term record remained intact (as illustrated by the table on page 2).

• The Fund invests in seven underlying Tax-Managed Portfolios. As such, its return is a reflection of the Portfolios’ performance, as well as its allocation among these Portfolios. In April 2009, management made two changes to the Fund’s target allocations. Relative to the Fund’s allocation at October 31, 2008, the new targets reflected an increase of approximately 1% each to Tax-Managed Small-Cap Portfolio and Tax-Managed Small-Cap Value Portfolio, and a subsequent decrease of approximately 2% from Tax-Managed International Equity Portfolio. The increased small-cap exposure benefited returns, as each of the two Portfolios significantly outpaced their respective benchmarks.

• Relative to the Index, which has no exposure to international stocks, the Fund also benefited from its investment in the underlying international portfolio. International stocks, as measured by the

Total Return Performance
10/31/08 - 10/31/09

Class A3	10.98	%
Class B3	10.14
Class C3	10.18
Russell 3000 Index1	10.83
Lipper Multi-Cap Core Funds Average1	15.09

See pages 3 and 4 for more performance information, including after-tax returns.

1	It is not possible to invest directly in an Index or a Lipper Classification. The Index’s total return does not reflect commissions or expenses that would have been incurred if an investor individually purchased or sold the securities represented in the Index. The Lipper total return is the average total return, at net asset value, of the funds that are in the same Lipper Classification as the Fund.
2	The Fund currently invests all of its investable assets in seven separately registered investment companies (Portfolios) managed by Eaton Vance Management or its affiliates.
3	These returns do not include the 5.75% maximum sales charge for Class A shares or the applicable contingent deferred sales charges (CDSC) for Class B or Class C shares. If sales charges were deducted, the returns would be lower.

1

Eaton Vance Tax-Managed Equity Asset Allocation Fund as of October 31, 2009

MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE

MSCI EAFE Index, outperformed domestic equities, as measured by the S&P 500 Index, for the fiscal year, by almost three-to-one. Although the Fund’s allocation was pared back over the period, its continued sizeable weighting in international stocks helped performance.

• Fund performance was restrained by its relatively modest exposure to mid-cap stocks, which posted some of the strongest returns of the year among domestic equities. During the period, the Fund also retained its emphasis of the growth style over value style by emphasizing growth portfolios, which paid off, as growth re-established market dominance during the year.

• We continue to believe that the Fund’s multi-cap and multi-style asset exposure can provide investors with diversification and the potential for lower volatility. In allocating the Fund’s assets among the Eaton Vance Tax-Managed Portfolios, management seeks to maintain broad diversification and to emphasize market sectors that we believe offer relatively attractive risk-adjusted return prospects, based on its assessment of current and future market trends and conditions. To the extent possible, adjustments in allocations among the Eaton Vance Tax-Managed Portfolios will be made in a tax-efficient manner.

• As always, I would like to thank my fellow shareholders for their continued confidence and participation in Fund.

The views expressed throughout this report are those of the portfolio manager and are current only through the end of the period of the report as stated on the cover. These views are subject to change at any time based upon market or other conditions, and the investment adviser disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a fund are based on many factors, may not be relied on as an indication of trading intent on behalf of any Eaton Vance fund. Information provided in the report may not be representative of the Fund’s current or future investments and may change due to active management.

Lipper Quintile Rankings¹

By total return as of 10/31/09

EATON VANCE TAX-MANAGED EQUITY ASSET ALLOCATION FUND, CLASS A
LIPPER MULTI-CAP CORE FUNDS CLASSIFICATION

Period	Quintile	Ranking
1 Year	4th	563 of 798 funds
3 Years	2nd	164 of 658 funds
5 Years	1st	65 of 507 funds

¹ Source: Lipper Inc. Rankings are based on percentage change in net asset value with all distributions reinvested and do not take sales charges into consideration. Past performance is no guarantee of future results. It is not possible to invest in a Lipper Classification.

Fund Composition

Current Allocations²

By net assets

² As a percentage of the Fund’s net assets as of 10/31/09. You may obtain free copies of each of the Portfolios’ most recent financial statements by contacting Eaton Vance Distributors, Inc. at 1-800-262-1122 or from the EDGAR database on the Securities and Exchange Commission’s website (www.sec.gov).

2

Eaton Vance Tax-Managed Equity Asset Allocation Fund as of October 31, 2009

FUND PERFORMANCE

The line graph and table set forth below provide information about the Fund’s performance. The line graph compares the performance of Class A of the Fund with that of the Russell 3000 Index, a broad-based, unmanaged market index of 3,000 U.S. stocks. The lines on the graph represent the total returns of a hypothetical investment of $10,000 in each of Class A and the Russell 3000 Index. Class A total returns are presented at net asset value and maximum public offering price. The table includes the total returns of each Class of the Fund at net asset value and maximum public offering price. The performance presented below does not reflect the deduction of taxes, if any, that a shareholder would pay on distributions or redemptions of Fund shares.

* Source: Lipper Inc. Class A of the Fund commenced investment operations on 3/4/02.

A $10,000 hypothetical investment at net asset value in Class B shares and Class C shares on 3/4/02 (commencement of operations) would have been valued at $11,765 and $11,742, respectively, on 10/31/09. It is not possible to invest directly in an Index. The Index’s total return does not reflect commissions or expenses that would have been incurred if an investor individually purchased or sold the securities represented in the Index.

Performance1	Class A			Class B			Class C
Share Class Symbol	EAEAX			EBEAX			ECEAX
Average Annual Total Returns (at net asset value)
One Year		10.98	%		10.14	%		10.18	%
Five Years		2.88			2.11			2.10
Life of Fund†		2.88			2.14			2.12
SEC Average Annual Total Returns (including sales charge or applicable CDSC)
One Year		4.59	%		5.14	%		9.18	%
Five Years		1.66			1.74			2.10
Life of Fund†		2.09			2.14			2.12

†

Inception Dates – Class A: 3/4/02; Class B: 3/4/02; Class C: 3/4/02

1

Average Annual Total Returns do not include the 5.75% maximum sales charge for Class A shares or the applicable contingent deferred sales charges (CDSC) for Class B and Class C shares. If sales charges were deducted, the returns would be lower. SEC Average Annual Total Returns for Class A reflect the maximum 5.75% sales charge. SEC returns for Class B shares reflect the applicable CDSC based on the following schedule: 5% - 1st and 2nd years; 4% - 3rd year; 3% - 4th year; 2% - 5th year; 1% - 6th year. SEC returns for Class C reflect a 1% CDSC for the first year.

Total Annual
Operating Expenses2	Class A			Class B			Class C
Expense Ratio		1.36	%		2.11	%		2.11	%

² Source: Prospectus dated 3/1/09.

Past performance is no guarantee of future results. Returns are historical and are calculated by determining the percentage change in net asset value or offering price (as applicable) with all distributions reinvested. Investment return and principal value will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Performance is for the stated time period only; due to market volatility, the Fund’s current performance may be lower or higher than the quoted return. For performance as of the most recent month end, please refer to www.eatonvance.com.

3

Eaton Vance Tax-Managed Equity Asset Allocation Fund as of October 31, 2009

FUND PERFORMANCE

“Return Before Taxes” does not take into consideration shareholder taxes. It is most relevant to tax-free or tax-deferred shareholder accounts. “Return After Taxes on Distributions” reflects the impact of federal income taxes due on Fund distributions of dividends and capital gains. It is most relevant to taxpaying shareholders who continue to hold their shares. “Return After Taxes on Distributions and Sale of Fund Shares” also reflects the impact of taxes on capital gain or loss realized upon a sale of shares. It is most relevant to taxpaying shareholders who sell their shares.

Average Annual Total Returns
(For the periods ended October 31, 2009)

Returns at Net Asset Value (NAV) (Class A)

	One Year			Five Years			Life of Fund
Return Before Taxes		10.98	%		2.88	%		2.88	%
Return After Taxes on Distributions		10.87			2.51			2.65
Return After Taxes on Distributions and Sale of Fund Shares		7.23			2.54			2.53

Returns at Public Offering Price (POP) (Class A)

	One Year			Five Years			Life of Fund
Return Before Taxes		4.59	%		1.66	%		2.09	%
Return After Taxes on Distributions		4.50			1.30			1.86
Return After Taxes on Distributions and Sale of Fund Shares		3.08			1.49			1.84

Average Annual Total Returns
(For the periods ended October 31, 2009)

Returns at Net Asset Value (NAV) (Class C)

	One Year			Five Years			Life of Fund
Return Before Taxes		10.18	%		2.10	%		2.12	%
Return After Taxes on Distributions		10.18			1.77			1.90
Return After Taxes on Distributions and Sale of Fund Shares		6.62			1.88			1.87

Returns at Public Offering Price (POP) (Class C)

	One Year			Five Years			Life of Fund
Return Before Taxes		9.18	%		2.10	%		2.12	%
Return After Taxes on Distributions		9.18			1.77			1.90
Return After Taxes on Distributions and Sale of Fund Shares		5.97			1.88			1.87

Average Annual Total Returns
(For the periods ended October 31, 2009)

Returns at Net Asset Value (NAV) (Class B)

	One Year			Five Years			Life of Fund
Return Before Taxes		10.14	%		2.11	%		2.14	%
Return After Taxes on Distributions		10.14			1.78			1.93
Return After Taxes on Distributions and Sale of Fund Shares		6.59			1.88			1.89

Returns at Public Offering Price (POP) (Class B)

	One Year			Five Years			Life of Fund
Return Before Taxes		5.14	%		1.74	%		2.14	%
Return After Taxes on Distributions		5.14			1.40			1.93
Return After Taxes on Distributions and Sale of Fund Shares		3.34			1.57			1.89

Class A, Class B and Class C of the Fund commenced investment operations on 3/4/02. Returns at Public Offering Price (POP) reflect the deduction of the maximum initial sales charge and applicable CDSC, while Returns at Net Asset Value (NAV) do not.

After-tax returns are calculated using certain assumptions. After-tax returns are calculated using the highest historical individual federal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on a shareholder’s tax situation and the actual characterization of distributions and may differ from those shown. After-tax returns are not relevant to shareholders who hold shares in tax-deferred accounts or to shares held by non-taxable entities. Return After Taxes on Distributions for a period may be the same as Return Before Taxes for the same period because no taxable distributions were made during that period, or because the taxable portion of distributions made during the period was insignificant. Return After Taxes on Distributions and Sale of Fund Shares for a period may be greater than or equal to Return After Taxes on Distributions for the same period because of losses realized on the sale of Fund shares.

Past performance is no guarantee of future results. Returns are historical and are calculated by determining the percentage change in net asset value or offering price (as applicable) with all distributions reinvested. Investment return and principal value will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Performance is for the stated time period only; due to market volatility, the Fund’s current performance may be lower or higher than the quoted return. For performance as of the most recent month end, please refer to www.eatonvance.com.

4

Eaton Vance Tax-Managed Equity Asset Allocation Fundas of October 31, 2009

FUND EXPENSES

Example: As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchases and redemption fees (if applicable); and (2) ongoing costs, including management fees; distribution or service fees; and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 2009 – October 31, 2009).

Actual Expenses: The first section of the table below provides information about actual account values and actual expenses. You may use the information in this section, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first section under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes: The second section of the table below provides information about hypothetical account values and hypothetical expenses based on the actual Fund expense ratio and an assumed rate of return of 5% per year (before expenses), which is not the actual return of the Fund. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in your Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads) or redemption fees (if applicable). Therefore, the second section of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would be higher.

Eaton Vance Tax-Managed Equity Asset Allocation Fund

	Beginning Account Value		Ending Account Value		Expenses Paid During Period*
	(5/1/09)		(10/31/09)		(5/1/09 – 10/31/09)
Actual
Class A		$1,000.00		$1,208.10		$7.90
Class B		$1,000.00		$1,203.20		$12.05
Class C		$1,000.00		$1,202.70		$12.05
Hypothetical
(5% return per year before expenses)
Class A		$1,000.00		$1,018.00		$7.22
Class B		$1,000.00		$1,014.30		$11.02
Class C		$1,000.00		$1,014.30		$11.02

*   Expenses are equal to the Fund’s annualized expense ratio of 1.42% for Class A shares, 2.17% for Class B shares and 2.17% for Class C shares, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period). The Example assumes that the $1,000 was invested at the net asset value per share determined at the close of business on April 30, 2009. The Example reflects expenses of both the Fund and the Portfolios.

5

Eaton Vance Tax-Managed Equity Asset Allocation Fundas of October 31, 2009

FINANCIAL STATEMENTS

Statement of Assets and Liabilities

As of October 31, 2009
Assets
Investment in Tax-Managed Growth Portfolio, at value (identified cost, $153,363,079)	$	127,821,964
Investment in Tax-Managed Value Portfolio, at value (identified cost, $83,596,190)		116,826,558
Investment in Tax-Managed International Equity Portfolio, at value (identified cost, $66,658,384)		84,473,744
Investment in Tax-Managed Multi-Cap Growth Portfolio, at value (identified cost, $44,278,261)		53,422,605
Investment in Tax-Managed Mid-Cap Core Portfolio, at value (identified cost, $29,249,733)		35,318,650
Investment in Tax-Managed Small-Cap Portfolio, at value (identified cost, $42,011,915)		46,663,213
Investment in Tax-Managed Small-Cap Value Portfolio, at value (identified cost, $31,212,714)		36,024,071
Receivable for Fund shares sold		522,012
Total assets	$	501,072,817
Liabilities
Payable for Fund shares redeemed	$	1,818,701
Payable to affiliates:
Investment adviser fee		51,873
Administration fee		66,589
Distribution and service fees		276,514
Trustees’ fees		42
Accrued expenses		199,856
Total liabilities	$	2,413,575
Net Assets	$	498,659,242
Sources of Net Assets
Paid-in capital	$	534,732,986
Accumulated net realized loss from Portfolios		(88,088,628	)
Accumulated undistributed net investment income		1,834,355
Net unrealized appreciation from Portfolios		50,180,529
Total	$	498,659,242
Class A Shares
Net Assets	$	250,371,503
Shares Outstanding		22,703,314
Net Asset Value and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	11.03
Maximum Offering Price Per Share
(100 ¸ 94.25 of net asset value per share)	$	11.70
Class B Shares
Net Assets	$	61,375,486
Shares Outstanding		5,823,337
Net Asset Value and Offering Price Per Share*
(net assets ¸ shares of beneficial interest outstanding)	$	10.54
Class C Shares
Net Assets	$	186,912,253
Shares Outstanding		17,798,696
Net Asset Value and Offering Price Per Share*
(net assets ¸ shares of beneficial interest outstanding)	$	10.50

On sales of $50,000 or more, the offering price of Class A shares is reduced.

*  Redemption price per share is equal to the net asset value less any applicable contingent deferred sales charge.

Statement of Operations

For the Year Ended
October 31, 2009
Investment Income
Dividends allocated from Portfolios (net of foreign taxes, $427,346)	$	10,554,669
Interest allocated from Portfolios		82,361
Securities lending income allocated from Portfolios, net		83,296
Expenses allocated from Portfolios		(3,569,342	)
Net investment income from Portfolios	$	7,150,984
Expenses
Investment adviser fee	$	491,051
Administration fee		696,220
Distribution and service fees
Class A		573,890
Class B		621,878
Class C		1,724,869
Trustees’ fees and expenses		500
Custodian fee		53,090
Transfer and dividend disbursing agent fees		483,548
Legal and accounting services		69,563
Printing and postage		87,328
Registration fees		60,722
Miscellaneous		20,942
Total expenses	$	4,883,601
Net investment income	$	2,267,383
Realized and Unrealized Gain (Loss) from Portfolios
Net realized gain (loss) —
Investment transactions	$	(65,222,909	)
Foreign currency transactions		(126,600	)
Capital gain distributions received		120,441
Net realized loss	$	(65,229,068	)
Change in unrealized appreciation (depreciation) —
Investments	$	102,895,812
Foreign currency		890,033
Net change in unrealized appreciation (depreciation)	$	103,785,845
Net realized and unrealized gain	$	38,556,777
Net increase in net assets from operations	$	40,824,160

See notes to financial statements

6

Eaton Vance Tax-Managed Equity Asset Allocation Fundas of October 31, 2009

FINANCIAL STATEMENTS CONT’D

Statements of Changes in Net Assets

Increase (Decrease)	Year Ended			Year Ended
in Net Assets	October 31, 2009			October 31, 2008
From operations —
Net investment income	$	2,267,383		$	2,440,596
Net realized loss from investment and foreign currency transactions and capital gain distributions received		(65,229,068	)		(39,705,645	)
Net change in unrealized appreciation (depreciation) from investments and foreign currency		103,785,845			(289,754,241	)
Net increase (decrease) in net assets from operations	$	40,824,160		$	(327,019,290	)
Distributions to shareholders —
From net investment income
Class A	$	(1,356,903	)	$	(3,525,890	)
Class B		—			(307,373	)
Class C		—			(1,116,756	)
From net realized gain
Class A		—			(18,733,835	)
Class B		—			(7,733,495	)
Class C		—			(16,106,159	)
Total distributions to shareholders	$	(1,356,903	)	$	(47,523,508	)
Transactions in shares of beneficial interest —
Proceeds from sale of shares
Class A	$	48,090,646		$	108,627,108
Class B		4,332,602			10,055,682
Class C		34,207,297			66,054,098
Net asset value of shares issued to shareholders in payment of distributions declared
Class A		1,152,422			19,167,382
Class B		—			7,018,431
Class C		—			13,632,905
Cost of shares redeemed
Class A		(84,176,234	)		(81,113,575	)
Class B		(19,053,766	)		(21,139,440	)
Class C		(57,364,107	)		(54,699,083	)
Net asset value of shares exchanged
Class A		6,126,460			11,264,640
Class B		(6,126,460	)		(11,264,640	)
Net increase (decrease) in net assets from Fund share transactions	$	(72,811,140	)	$	67,603,508
Net decrease in net assets	$	(33,343,883	)	$	(306,939,290	)
	Year Ended			Year Ended
Net Assets	October 31, 2009			October 31, 2008
At beginning of year	$	532,003,125		$	838,942,415
At end of year	$	498,659,242		$	532,003,125
Accumulated undistributed net investment income included in net assets
At end of year	$	1,834,355		$	1,128,319

See notes to financial statements

7

Eaton Vance Tax-Managed Equity Asset Allocation Fundas of October 31, 2009

FINANCIAL STATEMENTS CONT’D

Financial Highlights

	Class A
	Year Ended October 31,
	2009			2008			2007			2006			2005
Net asset value — Beginning of year	$	10.000		$	16.900		$	14.040		$	12.100		$	10.790
Income (Loss) From Operations
Net investment income(1)	$	0.074		$	0.102		$	0.146	(2)	$	0.053		$	0.018
Net realized and unrealized gain (loss)		1.011			(6.018	)		3.110			2.201			1.292
Total income (loss) from operations	$	1.085		$	(5.916	)	$	3.256		$	2.254		$	1.310
Less Distributions
From net investment income	$	(0.055	)	$	(0.156	)	$	—		$	—		$	—
From net realized gain		—			(0.828	)		(0.396	)		(0.314	)		—
Total distributions	$	(0.055	)	$	(0.984	)	$	(0.396	)	$	(0.314	)	$	—
Net asset value — End of year	$	11.030		$	10.000		$	16.900		$	14.040		$	12.100
Total Return(3)		10.98	%		(37.07	)%		23.71	%		18.96	%		12.14	%
Ratios/Supplemental Data
Net assets, end of year (000’s omitted)	$	250,372		$	258,039		$	374,979		$	247,710		$	169,704
Ratios (as a percentage of average daily net assets):
Expenses(4)(5)		1.44	%		1.36	%		1.35	%		1.40	%		1.43	%(6)
Net investment income		0.78	%		0.72	%		0.96	%(2)		0.41	%		0.15	%
Portfolio Turnover of Tax-Managed Growth Portfolio		3	%		1	%		2	%		1	%		1	%
Portfolio Turnover of Tax-Managed Value Portfolio		82	%		84	%		14	%		26	%		40	%
Portfolio Turnover of Tax-Managed International Equity Portfolio		57	%		34	%		23	%		25	%		39	%
Portfolio Turnover of Tax-Managed Multi-Cap Growth Portfolio		205	%		283	%		157	%		181	%		217	%
Portfolio Turnover of Tax-Managed Mid-Cap Core Portfolio		42	%		40	%		38	%		55	%		53	%
Portfolio Turnover of Tax-Managed Small-Cap Portfolio		95	%		93	%		78	%		99	%		223	%
Portfolio Turnover of Tax-Managed Small-Cap Value Portfolio		66	%		103	%		80	%		49	%		24	%

(1)	Computed using average shares outstanding.
(2)	Net investment income per share reflects a dividend resulting from a corporate action allocated from Tax-Managed International Equity Portfolio which amounted to $0.029 per share. Excluding this dividend, the ratio of net investment income to average daily net assets would have been 0.77%.
(3)	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.
(4)	Includes the Fund’s share of the Portfolios’ allocated expenses.
(5)	Excludes the effect of custody fee credits, if any, of less than 0.005%.
(6)	The investment adviser waived a portion of its investment adviser fee and/or the administrator subsidized certain operating expenses (equal to 0.01% of average daily net assets for the year ended October 31, 2005).

See notes to financial statements

8

Eaton Vance Tax-Managed Equity Asset Allocation Fundas of October 31, 2009

FINANCIAL STATEMENTS CONT’D

Financial Highlights

	Class B
	Year Ended October 31,
	2009			2008			2007			2006			2005
Net asset value — Beginning of year	$	9.570		$	16.210		$	13.570		$	11.800		$	10.600
Income (Loss) From Operations
Net investment income (loss)(1)	$	0.022		$	(0.004	)	$	0.029	(2)	$	(0.042	)	$	(0.068	)
Net realized and unrealized gain (loss)		0.948			(5.775	)		3.007			2.126			1.268
Total income (loss) from operations	$	0.970		$	(5.779	)	$	3.036		$	2.084		$	1.200
Less Distributions
From net investment income	$	—		$	(0.033	)	$	—		$	—		$	—
From net realized gain		—			(0.828	)		(0.396	)		(0.314	)		—
Total distributions	$	—		$	(0.861	)	$	(0.396	)	$	(0.314	)	$	—
Net asset value — End of year	$	10.540		$	9.570		$	16.210		$	13.570		$	11.800
Total Return(3)		10.14	%		(37.56	)%		22.89	%		17.98	%		11.32	%
Ratios/Supplemental Data
Net assets, end of year (000’s omitted)	$	61,375		$	78,618		$	154,094		$	139,586		$	123,431
Ratios (as a percentage of average daily net assets):
Expenses(4)(5)		2.19	%		2.11	%		2.10	%		2.15	%		2.18	%(6)
Net investment income (loss)		0.24	%		(0.03	)%		0.20	%(2)		(0.33	)%		(0.59	)%
Portfolio Turnover of Tax-Managed Growth Portfolio		3	%		1	%		2	%		1	%		1	%
Portfolio Turnover of Tax-Managed Value Portfolio		82	%		84	%		14	%		26	%		40	%
Portfolio Turnover of Tax-Managed International Equity Portfolio		57	%		34	%		23	%		25	%		39	%
Portfolio Turnover of Tax-Managed Multi-Cap Growth Portfolio		205	%		283	%		157	%		181	%		217	%
Portfolio Turnover of Tax-Managed Mid-Cap Core Portfolio		42	%		40	%		38	%		55	%		53	%
Portfolio Turnover of Tax-Managed Small-Cap Portfolio		95	%		93	%		78	%		99	%		223	%
Portfolio Turnover of Tax-Managed Small-Cap Value Portfolio		66	%		103	%		80	%		49	%		24	%

(1)	Computed using average shares outstanding.
(2)	Net investment income per share reflects a dividend resulting from a corporate action allocated from Tax-Managed International Equity Portfolio which amounted to $0.028 per share. Excluding this dividend, the ratio of net investment income to average daily net assets would have been 0.01%.
(3)	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.
(4)	Includes the Fund’s share of the Portfolios’ allocated expenses.
(5)	Excludes the effect of custody fee credits, if any, of less than 0.005%.
(6)	The investment adviser waived a portion of its investment adviser fee and/or the administrator subsidized certain operating expenses (equal to 0.01% of average daily net assets for the year ended October 31, 2005).

See notes to financial statements

9

Eaton Vance Tax-Managed Equity Asset Allocation Fundas of October 31, 2009

FINANCIAL STATEMENTS CONT’D

Financial Highlights

	Class C
	Year Ended October 31,
	2009			2008			2007			2006			2005
Net asset value — Beginning of year	$	9.530		$	16.180		$	13.550		$	11.780		$	10.580
Income (Loss) From Operations
Net investment income (loss)(1)	$	0.018		$	(0.004	)	$	0.031	(2)	$	(0.043	)	$	(0.068	)
Net realized and unrealized gain (loss)		0.952			(5.761	)		2.995			2.127			1.268
Total income (loss) from operations	$	0.970		$	(5.765	)	$	3.026		$	2.084		$	1.200
Less Distributions
From net investment income	$	—		$	(0.057	)	$	—		$	—		$	—
From net realized gain		—			(0.828	)		(0.396	)		(0.314	)		—
Total distributions	$	—		$	(0.885	)	$	(0.396	)	$	(0.314	)	$	—
Net asset value — End of year	$	10.500		$	9.530		$	16.180		$	13.550		$	11.780
Total Return(3)		10.18	%		(37.60	)%		22.85	%		18.01	%		11.34	%
Ratios/Supplemental Data
Net assets, end of year (000’s omitted)	$	186,912		$	195,347		$	309,869		$	214,009		$	158,138
Ratios (as a percentage of average daily net assets):
Expenses(4)(5)		2.19	%		2.11	%		2.10	%		2.15	%		2.18	%(6)
Net investment income (loss)		0.20	%		(0.03	)%		0.21	%(2)		(0.34	)%		(0.59	)%
Portfolio Turnover of Tax-Managed Growth Portfolio		3	%		1	%		2	%		1	%		1	%
Portfolio Turnover of Tax-Managed Value Portfolio		82	%		84	%		14	%		26	%		40	%
Portfolio Turnover of Tax-Managed International Equity Portfolio		57	%		34	%		23	%		25	%		39	%
Portfolio Turnover of Tax-Managed Multi-Cap Growth Portfolio		205	%		283	%		157	%		181	%		217	%
Portfolio Turnover of Tax-Managed Mid-Cap Core Portfolio		42	%		40	%		38	%		55	%		53	%
Portfolio Turnover of Tax-Managed Small-Cap Portfolio		95	%		93	%		78	%		99	%		223	%
Portfolio Turnover of Tax-Managed Small-Cap Value Portfolio		66	%		103	%		80	%		49	%		24	%

(1)	Computed using average shares outstanding.
(2)	Net investment income per share reflects a dividend resulting from a corporate action allocated from Tax-Managed International Equity Portfolio which amounted to $0.028 per share. Excluding this dividend, the ratio of net investment income to average daily net assets would have been 0.02%.
(3)	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.
(4)	Includes the Fund’s share of the Portfolios’ allocated expenses.
(5)	Excludes the effect of custody fee credits, if any, of less than 0.005%.
(6)	The investment adviser waived a portion of its investment adviser fee and/or the administrator subsidized certain operating expenses (equal to 0.01% of average daily net assets for the year ended October 31, 2005).

See notes to financial statements

10

Eaton Vance Tax-Managed Equity Asset Allocation Fundas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS

1Significant Accounting Policies

Eaton Vance Tax-Managed Equity Asset Allocation Fund (the Fund) is a diversified series of Eaton Vance Mutual Funds Trust (the Trust). The Trust is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company. The Fund offers three classes of shares. Class A shares are generally sold subject to a sales charge imposed at time of purchase. Class B and Class C shares are sold at net asset value and are generally subject to a contingent deferred sales charge (see Note 5). Class B shares automatically convert to Class A shares eight years after their purchase as described in the Fund’s prospectus. Each class represents a pro-rata interest in the Fund, but votes separately on class-specific matters and (as noted below) is subject to different expenses. Realized and unrealized gains and losses and net investment income and losses, other than class-specific expenses, are allocated daily to each class of shares based on the relative net assets of each class to the total net assets of the Fund. Each class of shares differs in its distribution plan and certain other class-specific expenses. The Fund’s investment objective is to achieve long-term, after tax returns. The Fund currently pursues its objective by investing all of its investable assets in interests in the following seven tax-managed equity portfolios managed by Eaton Vance Management (EVM) or its affiliates: Tax-Managed Growth Portfolio, Tax-Managed Value Portfolio, Tax-Managed International Equity Portfolio, Tax-Managed Multi-Cap Growth Portfolio, Tax-Managed Mid-Cap Core Portfolio, Tax-Managed Small-Cap Portfolio and Tax-Managed Small-Cap Value Portfolio (the Portfolios), which are New York trusts. The value of the Fund’s investment in the Portfolios reflects the Fund’s proportionate interest in the net assets of the Tax-Managed Growth Portfolio, Tax-Managed Value Portfolio, Tax-Managed International Equity Portfolio, Tax-Managed Multi-Cap Growth Portfolio, Tax-Managed Mid-Cap Core Portfolio, Tax-Managed Small-Cap Portfolio and Tax-Managed Small-Cap Value Portfolio, (1.4%, 7.1%, 43.6%, 42.0%, 50.8%, 28.6% and 53.3%, respectively, at October 31, 2009). The performance of the Fund is directly affected by the performance of the Portfolios. A copy of each Portfolio’s financial statements is available on the EDGAR database on the Securities and Exchange Commission’s website (www.sec.gov), at the Commission’s public reference room in Washington, DC or upon request from the Fund’s principal underwriter, Eaton Vance Distributors, Inc. (EVD), by calling 1-800-262-1122.

The following is a summary of significant accounting policies of the Fund. The policies are in conformity with accounting principles generally accepted in the United States of America. A source of authoritative accounting principles applied in the preparation of the Fund’s financial statements is the Financial Accounting Standards Board (FASB) Accounting Standards Codification (the Codification), which superseded existing non-Securities and Exchange Commission accounting and reporting standards for interim and annual reporting periods ending after September 15, 2009. The adoption of the Codification for the current reporting period did not impact the Fund’s application of generally accepted accounting principles.

AInvestment Valuation — The valuation policy of each Portfolio is as follows: Equity securities (including common shares of closed-end investment companies) listed on a U.S. securities exchange generally are valued at the last sale price on the day of valuation or, if no sales took place on such date, at the mean between the closing bid and asked prices therefore on the exchange where such securities are principally traded. Equity securities listed on the NASDAQ Global or Global Select Market generally are valued at the NASDAQ official closing price. Unlisted or listed securities for which closing sales prices or closing quotations are not available are valued at the mean between the latest available bid and asked prices or, in the case of preferred equity securities that are not listed or traded in the over-the-counter market, by a third party pricing service that will use various techniques that consider factors including, but not limited to, prices or yields of securities with similar characteristics, benchmark yields, broker/dealer quotes, quotes of underlying common stock, issuer spreads, as well as industry and economic events. Short-term debt securities with a remaining maturity of sixty days or less are generally valued at amortized cost, which approximates market value. Foreign securities and currencies are valued in U.S. dollars, based on foreign currency exchange rate quotations supplied by a third party pricing service. The pricing service uses a proprietary model to determine the exchange rate. Inputs to the model include reported trades and implied bid/ask spreads. The daily valuation of exchange-traded foreign securities generally is determined as of the close of trading on the principal exchange on which such securities trade. Events occurring after the close of trading on foreign exchanges may result in adjustments to the valuation of foreign securities to more accurately reflect their fair value as of the close of regular trading on the New York Stock Exchange. When valuing foreign equity securities that meet certain criteria, the Trustees have approved the use of a fair value service that values such securities to reflect market trading that occurs after the close of the applicable foreign markets of comparable securities or other instruments that have a strong correlation to the fair-valued securities. Investments for which valuations or market quotations are not readily available or are deemed unreliable are valued at fair value using methods determined in good faith by or at the direction of the Trustees of a 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

11

Eaton Vance Tax-Managed Equity Asset Allocation Fundas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

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.

The Portfolios may invest in Cash Management Portfolio (Cash Management) and Eaton Vance Cash Collateral Fund, LLC (Cash Collateral Fund), affiliated investment companies managed by Boston Management and Research (BMR) and Eaton Vance Management (EVM), respectively. Cash Management and Cash Collateral Fund normally value their investment securities utilizing the amortized cost valuation technique in accordance with Rule 2a-7 of the 1940 Act. This technique involves initially valuing a portfolio security at its cost and thereafter assuming a constant amortization to maturity of any discount or premium. If amortized cost is determined not to approximate fair value, Cash Management and Cash Collateral Fund may value their investment securities based on available market quotations provided by a third party pricing service.

BIncome — The Fund’s net investment income or loss consists of the Fund’s pro-rata share of the net investment income or loss of the Portfolios, less all actual and accrued expenses of the Fund.

CFederal Taxes — The Fund’s policy is to comply with the provisions of the Internal Revenue Code applicable to regulated investment companies and to distribute to shareholders each year substantially all of its net investment income, and all or substantially all of its net realized capital gains. Accordingly, no provision for federal income tax is necessary. The Fund also seeks to avoid payment of federal excise tax.

At October 31, 2009, the Fund, for federal income tax purposes, had a capital loss carryforward of $85,333,125 which will reduce its taxable income arising from future net realized gains on investment transactions, if any, to the extent permitted by the Internal Revenue Code, and thus will reduce the amount of distributions to shareholders, which would otherwise be necessary to relieve the Fund of any liability for federal income or excise tax. Such capital loss carryforward will expire on October 31, 2016 ($29,926,991) and October 31, 2017 ($55,406,134).

As of October 31, 2009, the Fund had no uncertain tax positions that would require financial statement recognition, de-recognition, or disclosure. Each of the Fund’s federal tax returns filed in the 3-year period ended October 31, 2009 remains subject to examination by the Internal Revenue Service.

DExpenses — The majority of expenses of the Trust are directly identifiable to an individual fund. Expenses which are not readily identifiable to a specific fund are allocated taking into consideration, among other things, the nature and type of expense and the relative size of the funds.

EExpense Reduction — State Street Bank and Trust Company (SSBT) serves as custodian of the Fund. Pursuant to the custodian agreement, SSBT receives a fee reduced by credits, which are determined based on the average daily cash balance the Fund maintains with SSBT. All credit balances, if any, used to reduce the Fund’s custodian fees are reported as a reduction of expenses in the Statement of Operations.

FUse 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.

GIndemnifications — Under the Trust’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 Fund, and shareholders are indemnified against personal liability for the obligations of the Trust. Additionally, in the normal course of business, the Fund enters into agreements with service providers that may contain indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred.

HOther — Investment transactions are accounted for on a trade date basis. Dividends to shareholders are recorded on the ex-dividend date.

2Distributions to Shareholders

It is the present policy of the Fund to make at least one distribution annually (normally in December) of all or substantially all of its net investment income and to distribute annually all or substantially all of its net realized capital gains (reduced by available capital loss carryforwards from prior years, if any). Distributions are declared separately for each class of shares. Shareholders may reinvest income and capital gain distributions in additional shares of the same class of the Fund at the net

12

Eaton Vance Tax-Managed Equity Asset Allocation Fundas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

asset value as of the ex-dividend date or, at the election of the shareholder, receive distributions in cash. The Fund distinguishes between distributions on a tax basis and a financial reporting basis. Accounting principles generally accepted in the United States of America require that only distributions in excess of tax basis earnings and profits be reported in the financial statements as a return of capital. Permanent differences between book and tax accounting relating to distributions are reclassified to paid-in capital. For tax purposes, distributions from short-term capital gains are considered to be from ordinary income.

The tax character of distributions declared for the years ended October 31, 2009 and October 31, 2008 was as follows:

	Year Ended October 31,
	2009		2008
Distributions declared from:
Ordinary income	$	1,356,903	$	10,144,465
Long-term capital gains	$	—	$	37,379,043

During the year ended October 31, 2009, accumulated net realized loss was decreased by $209,065, accumulated undistributed net investment income was decreased by $204,444 and paid-in capital was decreased by $4,621 due to non-deductible expenses and differences between book and tax accounting, primarily for distributions from real estate investment trusts (REITs), investments in passive foreign investment companies and foreign currency gain (loss). These reclassifications had no effect on the net assets or net asset value per share of the Fund.

As of October 31, 2009, the components of distributable earnings (accumulated losses) and unrealized appreciation (depreciation) on a tax basis were as follows:

Undistributed ordinary income	$	1,950,942
Capital loss carryforward	$	(85,333,125	)
Net unrealized appreciation	$	47,308,439

The differences between components of distributable earnings (accumulated losses) on a tax basis and the amounts reflected in the Statement of Assets and Liabilities are primarily due to wash sales, partnership allocations, investments in partnerships and distributions from REITs.

3Investment Adviser Fee and Other Transactions with Affiliates

The investment adviser fee is earned by EVM as compensation for management and investment advisory services rendered to the Fund. The fee is computed at an annual rate of 0.80% of the Fund’s average daily net assets up to $500 million, 0.75% from $500 million but less than $1 billion and at reduced rates on daily net assets of $1 billion or more, and is payable monthly. The investment adviser fee payable by the Fund is reduced by the Fund’s allocable portion of the adviser fees paid by the Portfolios in which it invests. For the year ended October 31, 2009, the Fund’s investment adviser fee totaled $3,711,615, of which $3,220,564 was allocated from the Portfolios and $491,051 was paid or accrued directly by the Fund. For the year ended October 31, 2009, the Fund’s investment adviser fee, including the fees allocated from the Portfolios, was 0.80% of the Fund’s average daily net assets. The administration fee is earned by EVM as compensation for administering the business affairs of the Fund and is computed at an annual rate of 0.15% of the Fund’s average daily net assets. For the year ended October 31, 2009, the administration fee amounted to $696,220.

EVM serves as the sub-transfer agent of the Fund and receives from the transfer agent an aggregate fee based upon the actual expenses incurred by EVM in the performance of these services. For the year ended October 31, 2009, EVM earned $29,552 in sub-transfer agent fees. The Fund was informed that EVD, an affiliate of EVM, received $78,493 as its portion of the sales charge on sales of Class A shares for the year ended October 31, 2009. EVD also received distribution and service fees from Class A, Class B and Class C shares (see Note 4) and contingent deferred sales charges (see Note 5).

Except for Trustees of the Fund and the Portfolios who are not members of EVM’s organization, officers and Trustees receive remuneration for their services to the Fund out of the investment adviser fee. Certain officers and Trustees of the Fund and the Portfolios are officers of the above organizations.

4Distribution Plans

The Fund has in effect a distribution plan for Class A shares (Class A Plan) pursuant to Rule 12b-1 under the 1940 Act. The Class A Plan provides that the Fund will pay EVD a distribution and service fee of 0.25% per annum of its average daily net assets attributable to Class A shares for distribution services and facilities provided to the Fund by EVD, as well as for personal services and/or the maintenance of shareholder accounts. Distribution and service fees paid or accrued to EVD for the year ended October 31, 2009 amounted to $573,890 for Class A shares.

The Fund also has in effect distribution plans for Class B shares (Class B Plan) and Class C shares (Class C Plan) pursuant to Rule 12b-1 under the 1940 Act. The Class B and Class C Plans require the Fund to pay EVD amounts equal to 0.75% per annum of its average daily net assets attributable to Class B and Class C shares for providing ongoing distribution services and facilities to the Fund. The Fund will automatically discontinue payments to EVD during any period in which there are no outstanding Uncovered Distribution Charges, which are equivalent to the sum of (i) 6.25% of the aggregate amount received by

13

Eaton Vance Tax-Managed Equity Asset Allocation Fundas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

the Fund for Class B and Class C shares sold, plus (ii) interest calculated by applying the rate of 1% over the prevailing prime rate to the outstanding balance of Uncovered Distribution Charges of EVD of each respective class, reduced by the aggregate amount of contingent deferred sales charges (see Note 5) and amounts theretofore paid or payable to EVD by each respective class. For the year ended October 31, 2009, the Fund paid or accrued to EVD $466,408 and $1,293,652 for Class B and Class C shares, respectively, representing 0.75% of the average daily net assets of Class B and Class C shares. At October 31, 2009, the amounts of Uncovered Distribution Charges of EVD calculated under the Class B and Class C Plans were approximately $1,943,000 and $12,701,000, respectively.

The Class B and Class C Plans also authorize the Fund to make payments of service fees to EVD, financial intermediaries and other persons in amounts not exceeding 0.25% per annum of its average daily net assets attributable to that class. Service fees paid or accrued are for personal services and/or the maintenance of shareholder accounts. They are separate and distinct from the sales commissions and distribution fees payable to EVD and, as such, are not subject to automatic discontinuance when there are no outstanding Uncovered Distribution Charges of EVD. Service fees paid or accrued for the year ended October 31, 2009 amounted to $155,470 and $431,217 for Class B and Class C shares, respectively.

5Contingent Deferred Sales Charges

A contingent deferred sales charge (CDSC) generally is imposed on redemptions of Class B shares made within six years of purchase and on redemptions of Class C shares made within one year of purchase. Class A shares may be subject to a 1% CDSC if redeemed within 18 months of purchase (depending on the circumstances of purchase). Generally, the CDSC is based upon the lower of the net asset value at date of redemption or date of purchase. No charge is levied on shares acquired by reinvestment of dividends or capital gain distributions. The CDSC for Class B shares is imposed at declining rates that begin at 5% in the case of redemptions in the first and second year after purchase, declining one percentage point each subsequent year. Class C shares are subject to a 1% CDSC if redeemed within one year of purchase. No CDSC is levied on shares which have been sold to EVM or its affiliates or to their respective employees or clients and may be waived under certain other limited conditions. CDSCs received on Class B and Class C redemptions are paid to EVD to reduce the amount of Uncovered Distribution Charges calculated under the Fund’s Class B and Class C Plans. CDSCs received on Class B and Class C redemptions when no Uncovered Distribution Charges exist are credited to the Fund. For the year ended October 31, 2009, the Fund was informed that EVD received approximately $20,000, $115,000 and $34,000 of CDSCs paid by Class A, Class B and Class C shareholders, respectively.

6Investment Transactions

For the year ended October 31, 2009, increases and decreases in the Fund’s investments in the Portfolios were as follows:

Portfolio	Contributions		Withdrawals
Tax-Managed Growth Portfolio	$	264,054	$	14,311,037
Tax-Managed Value Portfolio		1,003,839		17,092,441
Tax-Managed International Equity Portfolio		3,299,192		25,710,448
Tax-Managed Multi-Cap Growth Portfolio		1,376,885		12,710,935
Tax-Managed Mid-Cap Core Portfolio		455		14,064,398
Tax-Managed Small-Cap Portfolio		965,236		1,050,568
Tax-Managed Small-Cap Value Portfolio		965,235		1,683,259

7Shares of Beneficial Interest

The Fund’s Declaration of Trust permits the Trustees to issue an unlimited number of full and fractional shares of beneficial interest (without par value). Such shares may be issued in a number of different series (such as the Fund) and classes. Transactions in Fund shares were as follows:

	Year Ended October 31,
Class A	2009			2008
Sales		5,245,826			7,819,508
Issued to shareholders electing to receive payments of distributions in Fund shares		128,619			1,236,605
Redemptions		(9,154,682	)		(6,240,374	)
Exchange from Class B shares		668,930			812,485
Net increase (decrease)		(3,111,307	)		3,628,224
	Year Ended October 31,
Class B	2009			2008
Sales		487,653			731,197
Issued to shareholders electing to receive payments of distributions in Fund shares		—			470,089
Redemptions		(2,184,655	)		(1,643,773	)
Exchange to Class A shares		(697,939	)		(846,624	)
Net decrease		(2,394,941	)		(1,289,111	)
	Year Ended October 31,
Class C	2009			2008
Sales		3,861,784			4,869,453
Issued to shareholders electing to receive payments of distributions in Fund shares		—			916,190
Redemptions		(6,557,665	)		(4,445,059	)
Net increase (decrease)		(2,695,881	)		1,340,584

14

Eaton Vance Tax-Managed Equity Asset Allocation Fundas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

8Fair Value Measurements

The Fund adopted FASB Statement of Financial Accounting Standards No. 157 (FAS 157), “Fair Value Measurements”, (currently FASB Accounting Standards Codification (ASC) 820-10), effective November 1, 2008. Such standard established a three-tier hierarchy to prioritize the assumptions, referred to as inputs, used in valuation techniques to measure fair value. The three-tier hierarchy of inputs is summarized in the three broad levels listed below.

•  Level 1 – quoted prices in active markets for identical investments

•  Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

•  Level 3 – significant unobservable inputs (including a fund’s own assumptions in determining the fair value of investments)

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. At October 31, 2009 and October 31, 2008, the Fund’s investments in the Portfolios were valued based on Level 1 inputs.

9Review for Subsequent Events

In connection with the preparation of the financial statements of the Fund as of and for the year ended October 31, 2009, events and transactions subsequent to October 31, 2009 through December 22, 2009, the date the financial statements were issued, have been evaluated by the Fund’s management for possible adjustment and/or disclosure. Management has not identified any subsequent events requiring financial statement disclosure as of the date these financial statements were issued.

15

Eaton Vance Tax-Managed Equity Asset Allocation Fundas of October 31, 2009

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Trustees of Eaton Vance Mutual Funds
Trust and Shareholders of Eaton Vance
Tax-Managed Equity Asset Allocation Fund:

We have audited the accompanying statement of assets and liabilities of Eaton Vance Tax-Managed Equity Asset Allocation Fund (the “Fund”) (one of the funds constituting Eaton Vance Mutual Funds Trust) as of October 31, 2009, 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 financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the 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 financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Eaton Vance Tax-Managed Equity Asset Allocation Fund as of October 31, 2009, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 22, 2009

16

Eaton Vance Tax-Managed Equity Asset Allocation Fundas of October 31, 2009

FEDERAL TAX INFORMATION (Unaudited)

The Form 1099-DIV you receive in January 2010 will show the tax status of all distributions paid to your account in calendar year 2009. Shareholders are advised to consult their own tax adviser with respect to the tax consequences of their investment in the Fund. As required by the Internal Revenue Code regulations, shareholders must be notified within 60 days of the Fund’s fiscal year end regarding the status of qualified dividend income for individuals and the dividends received deduction for corporations.

Qualified Dividend Income. The Fund designates $10,399,166, or up to the maximum amount of such dividends allowable pursuant to the Internal Revenue Code, as qualified dividend income eligible for the reduced tax rate of 15%.

Dividends Received Deduction. Corporate shareholders are generally entitled to take the dividends received deduction on the portion of the Fund’s dividend distribution that qualifies under tax law. For the Fund’s fiscal 2009 ordinary income dividends, 100% qualifies for the corporate dividends received deduction.

17

Eaton Vance Tax-Managed Equity Asset Allocation Fund

BOARD OF TRUSTEES’ ANNUAL APPROVAL OF THE INVESTMENT ADVISORY AGREEMENTS

Overview of the Contract Review Process

The Investment Company Act of 1940, as amended (the “1940 Act”), provides, in substance, that each investment advisory agreement between a fund and its investment adviser will continue in effect from year to year only if its continuance is approved at least annually by the fund’s board of trustees, including by a vote of a majority of the trustees who are not “interested persons” of the fund (“Independent Trustees”), cast in person at a meeting called for the purpose of considering such approval.

At a meeting of the Boards of Trustees (each a “Board”) of the Eaton Vance group of mutual funds (the “Eaton Vance Funds”) held on April 27, 2009, the Board, including a majority of the Independent Trustees, voted to approve continuation of existing advisory and sub-advisory agreements for the Eaton Vance Funds for an additional one-year period. In voting its approval, the Board relied upon the affirmative recommendation of the Contract Review Committee of the Board (formerly the Special Committee), which is a committee comprised exclusively of Independent Trustees. Prior to making its recommendation, the Contract Review Committee reviewed information furnished for a series of meetings of the Contract Review Committee held in February, March and April 2009. Such information included, among other things, the following:

Information about Fees, Performance and Expenses

•  An independent report comparing the advisory and related fees paid by each fund with fees paid by comparable funds;

•  An independent report comparing each fund’s total expense ratio and its components to comparable funds;

•  An independent report comparing the investment performance of each fund to the investment performance of comparable funds over various time periods;

•  Data regarding investment performance in comparison to relevant peer groups of funds and appropriate indices;

•  Comparative information concerning fees charged by each adviser for managing other mutual funds and institutional accounts using investment strategies and techniques similar to those used in managing the fund;

•  Profitability analyses for each adviser with respect to each fund;

Information about Portfolio Management

•  Descriptions of the investment management services provided to each fund, including the investment strategies and processes employed, and any changes in portfolio management processes and personnel;

•  Information concerning the allocation of brokerage and the benefits received by each adviser as a result of brokerage allocation, including information concerning the acquisition of research through “soft dollar” benefits received in connection with the funds’ brokerage, and the implementation of a soft dollar reimbursement program established with respect to the funds;

•  Data relating to portfolio turnover rates of each fund;

•  The procedures and processes used to determine the fair value of fund assets and actions taken to monitor and test the effectiveness of such procedures and processes;

Information about each Adviser

•  Reports detailing the financial results and condition of each adviser;

•  Descriptions of the qualifications, education and experience of the individual investment professionals whose responsibilities include portfolio management and investment research for the funds, and information relating to their compensation and responsibilities with respect to managing other mutual funds and investment accounts;

•  Copies of the Codes of Ethics of each adviser and its affiliates, together with information relating to compliance with and the administration of such codes;

•  Copies of or descriptions of each adviser’s proxy voting policies and procedures;

•  Information concerning the resources devoted to compliance efforts undertaken by each adviser and its affiliates on behalf of the funds (including descriptions of various compliance programs) and their record of compliance with investment policies and restrictions, including policies with respect to market-timing, late trading and selective portfolio disclosure, and with policies on personal securities transactions;

•  Descriptions of the business continuity and disaster recovery plans of each adviser and its affiliates;

Other Relevant Information

•  Information concerning the nature, cost and character of the administrative and other non-investment management services provided by Eaton Vance Management and its affiliates;

•  Information concerning management of the relationship with the custodian, subcustodians and fund accountants by each adviser or the funds’ administrator; and

•  The terms of each advisory agreement.

18

Eaton Vance Tax-Managed Equity Asset Allocation Fund

BOARD OF TRUSTEES’ ANNUAL APPROVAL OF THE INVESTMENT ADVISORY AGREEMENTS CONT’D

In addition to the information identified above, the Contract Review Committee considered information provided from time to time by each adviser throughout the year at meetings of the Board and its committees. Over the course of the twelve-month period ended April 30, 2009, the Board met eighteen times and the Contract Review Committee, the Audit Committee, the Governance Committee, the Portfolio Management Committee and the Compliance Reports and Regulatory Matters Committee, each of which is a Committee comprised solely of Independent Trustees, met seven, five, six, six and six times, respectively. At such meetings, the Trustees received, among other things, presentations by the portfolio managers and other investment professionals of each adviser relating to the investment performance of each fund and the investment strategies used in pursuing the fund’s investment objective.

For funds that invest through one or more underlying portfolios, the Board considered similar information about the portfolio(s) when considering the approval of advisory agreements. In addition, in cases where the fund’s investment adviser has engaged a sub-adviser, the Board considered similar information about the sub-adviser when considering the approval of any sub-advisory agreement.

The Contract Review Committee was assisted throughout the contract review process by Goodwin Procter LLP, legal counsel for the Independent Trustees. The members of the Contract Review Committee relied upon the advice of such counsel and their own business judgment in determining the material factors to be considered in evaluating each advisory and sub-advisory agreement and the weight to be given to each such factor. The conclusions reached with respect to each advisory and sub-advisory agreement were based on a comprehensive evaluation of all the information provided and not any single factor. Moreover, each member of the Contract Review Committee may have placed varying emphasis on particular factors in reaching conclusions with respect to each advisory and sub-advisory agreement.

Results of the Process

Based on its consideration of the foregoing, and such other information as it deemed relevant, including the factors and conclusions described below, the Contract Review Committee concluded that the continuance of the investment advisory agreement of Eaton Vance Tax-Managed Equity Asset Allocation Fund (the “Fund”) with Eaton Vance Management (“EVM”), as well as the investment advisory agreements of Tax-Managed Growth Portfolio, Tax-Managed Mid-Cap Core Portfolio, Tax-Managed International Equity Portfolio, Tax-Managed Multi-Cap Growth Portfolio, Tax-Managed Small-Cap Portfolio (formerly, Tax-Managed Small-Cap Growth Portfolio), Tax-Managed Small-Cap Value Portfolio and Tax-Managed Value Portfolio (the “Portfolios”), the portfolios in which the Fund invests, each with Boston Management and Research (“BMR”), including their fee structures, is in the interests of shareholders and, therefore, the Contract Review Committee recommended to the Board approval of each agreement. In addition, the Contract Review Committee concluded that each of the investment sub-advisory agreements between BMR and Atlanta Capital Management Company, LLC (“Atlanta Capital”), with respect to Tax-Managed Mid-Cap Core Portfolio, between BMR and Eagle Global Advisors, L.L.C. (“Eagle”), with respect to Tax-Managed International Equity Portfolio, and between BMR and Fox Asset Management LLC (“Fox”), with respect to Tax-Managed Small-Cap Value Portfolio, including the fee structure of each agreement, 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 each agreement. Accordingly, the Board, including a majority of the Independent Trustees, voted to approve continuation of the investment advisory and sub-advisory agreements for the Fund and the Portfolios. EVM and BMR are each referred to as an “Adviser” herein; EVM with respect to the Fund and BMR with respect to the Portfolios. EVM and BMR are affiliates. Eagle, Fox and Atlanta Capital are referred to herein as the “Sub-advisers.” Fox and Atlanta Capital are affiliates of EVM and BMR.

Nature, Extent and Quality of Services

In considering whether to approve the investment advisory agreement of the Fund and each Portfolio and the sub-advisory agreement of each relevant Portfolio, the Board evaluated the nature, extent and quality of services provided to each Portfolio by BMR and to the relevant Portfolio by the Sub-adviser and to the Fund by EVM. BMR manages the Portfolios, while EVM allocates the assets of the Fund among the Portfolios.

The Board considered BMR’s and the Sub-advisers’ management capabilities and investment process with respect to the types of investments held by the Portfolios, including the education, experience and number of its investment professionals and other personnel who provide portfolio management, investment research, and similar services to the Portfolios. The Board specifically noted BMR’s in-house equity research capabilities and experience in managing funds that seek to maximize after-tax returns. For all the Portfolios, the Board also took into account the resources dedicated to portfolio management and other services, including the compensation paid to recruit and retain investment personnel, and the time and attention devoted to the Fund and each Portfolio by senior management. The Board also considered the capabilities of each Sub-adviser.

19

Eaton Vance Tax-Managed Equity Asset Allocation Fund

BOARD OF TRUSTEES’ ANNUAL APPROVAL OF THE INVESTMENT ADVISORY AGREEMENTS CONT’D

The Board also reviewed the compliance programs of Eaton Vance Management and relevant affiliates thereof. Among other matters, the Board considered compliance and reporting matters relating to personal trading by investment personnel, selective disclosure of portfolio holdings, late trading, frequent trading, portfolio valuation, business continuity and the allocation of investment opportunities. The Board also evaluated the responses of the Adviser and its affiliates to requests from regulatory authorities such as the Securities and Exchange Commission and the Financial Industry Regulatory Authority.

The Board considered shareholder and other administrative services provided or managed by Eaton Vance Management and its affiliates, including transfer agency and accounting services. The Board evaluated the benefits to shareholders of investing in a fund that is a part of a large family of funds, including the ability, in many cases, to exchange an investment among different funds without incurring additional sales charges.

The Board considered the Adviser’s recommendations for Board action and other steps taken in response to the unprecedented dislocations experienced in the capital markets over recent periods, including sustained periods of high volatility, credit disruption and government intervention. In particular, the Board considered the Adviser’s efforts and expertise with respect to each of the following matters as they relate to the Fund and/or other funds within the Eaton Vance family of funds: (i) negotiating and maintaining the availability of bank loan facilities and other sources of credit used for investment purposes or to satisfy liquidity needs; (ii) establishing the fair value of securities and other instruments held in investment portfolios during periods of market volatility and issuer-specific disruptions; and (iii) the ongoing monitoring of investment management processes and risk controls.

After consideration of the foregoing factors, among others, the Board concluded that the nature, extent and quality of services provided by the Adviser and Sub-advisers, taken as a whole, are appropriate and consistent with the terms of the investment advisory and sub-advisory agreements.

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 for the one-, three- and five-year periods ended September 30, 2008 for the Fund. The Board also considered the performance of the underlying Portfolios. The Board concluded that the Fund’s performance was satisfactory.

Management Fees and Expenses

The Board reviewed contractual investment advisory fee rates, including any administrative fee rates, payable by the Portfolios and the Fund (referred to collectively as “management fees”). As part of its review, the Board considered the management fees, including administrative fees, and the Fund’s total expense ratio for the year ended September 30, 2008, as compared to a group of similarly managed funds selected by an independent data provider. The Board considered the fact that with respect to two of the underlying Portfolios, the Adviser had agreed to waive fees and/or pay expenses of the Portfolios in an additional amount.

After reviewing the foregoing information, and in light of the nature, extent and quality of the services provided by the Adviser, the Board concluded that the management fees charged for advisory and related services and the Fund’s total expense ratio are reasonable.

Profitability

The Board reviewed the level of profits realized by the Adviser and relevant affiliates thereof in providing investment advisory and administrative services to the Fund, the Portfolios and 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 Portfolios, including the benefits of research services that may be available to BMR or the Sub-advisers as a result of securities transactions effected for the Portfolios and other investment advisory clients. The Board also concluded that, in light of its role as a sub-adviser not affiliated with the Adviser, Eagle’s profitability in managing the Tax-Managed International Equity Portfolio was not a material factor.

The Board concluded that, in light of the foregoing factors and the nature, extent and quality of the services rendered, the profits realized by the Adviser and its affiliates are reasonable.

20

Eaton Vance Tax-Managed Equity Asset Allocation Fund

BOARD OF TRUSTEES’ ANNUAL APPROVAL OF THE INVESTMENT ADVISORY AGREEMENTS CONT’D

Economies of Scale

In reviewing management fees and profitability, the Board also considered the extent to which the Adviser and its affiliates, on the one hand, and the Fund, on the other hand, can expect to realize benefits from economies of scale as the assets of the Fund and the Portfolios 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 Portfolios 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 Portfolios, the structure of the advisory fees, which include 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.

21

Eaton Vance Tax-Managed Equity Asset Allocation Fund

MANAGEMENT AND ORGANIZATION

Fund Management. The Trustees of Eaton Vance Mutual Funds Trust (the Trust) are responsible for the overall management and supervision of the Trust’s affairs. The Trustees and officers of the Trust 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 hold indefinite terms of office. The “Noninterested Trustees” consist of those Trustees who are not “interested persons” of the Trust, as that term is defined under the 1940 Act. The business address of each Trustee and officer is Two International Place, Boston, Massachusetts 02110. 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, “Parametric” refers to Parametric Portfolio Associates LLC and “EVD” refers to Eaton Vance Distributors, Inc. EVC and EV are the corporate parent and trustee, respectively, of EVM and BMR. EVD is the Fund’s principal underwriter and a wholly-owned subsidiary of EVC. Each officer affiliated with Eaton Vance may hold a position with other Eaton Vance affiliates that is comparable to his or her position with EVM listed below.

		Term of		Number of Portfolios
	Position(s)	Office and		in Fund Complex
Name and	with the	Length of	Principal Occupation(s)	Overseen By
Date of Birth	Trust	Service	During Past Five Years	Trustee(1)		Other Directorships Held
Interested Trustee
Thomas E. Faust Jr. 5/31/58	Trustee and President	Trustee since 2007 and President since 2002	Chairman, Chief Executive Officer and President of EVC, Director and President of EV, Chief Executive Officer and President of EVM and BMR, and Director of EVD. Trustee and/or officer of 176 registered investment companies and 4 private investment companies managed by EVM or BMR. Mr. Faust is an interested person because of his positions with EVM, BMR, EVD, EVC and EV, which are affiliates of the Trust.		176	Director of EVC
Noninterested Trustees
Benjamin C. Esty 1/2/63	Trustee	Since 2005	Roy and Elizabeth Simmons Professor of Business Administration and Finance Unit Head, Harvard University Graduate School of Business Administration.		176	None
Allen R. Freedman 4/3/40	Trustee	Since 2007	Former Chairman (2002-2004) and a Director (1983-2004) of Systems & Computer Technology Corp. (provider of software to higher education). Formerly, a Director of Loring Ward International (fund distributor) (2005-2007). Formerly, Chairman and a Director of Indus International, Inc. (provider of enterprise management software to the power generating industry) (2005-2007).		176	Director of Assurant, Inc. (insurance provider) and Stonemor Partners, L.P. (owner and operator of cemeteries)
William H. Park 9/19/47	Trustee	Since 2003	Vice Chairman, Commercial Industrial Finance Corp. (specialty finance company) (since 2006). Formerly, President and Chief Executive Officer, Prizm Capital Management, LLC (investment management firm) (2002-2005).		176	None
Ronald A. Pearlman 7/10/40	Trustee	Since 2003	Professor of Law, Georgetown University Law Center.		176	None
Helen Frame Peters 3/22/48	Trustee	Since 2008	Professor of Finance, Carroll School of Management, Boston College. Adjunct Professor of Finance, Peking University, Beijing, China (since 2005).		176	Director of BJ’s Wholesale Club, Inc. (wholesale club retailer)
Heidi L. Steiger 7/8/53	Trustee	Since 2007	Managing Partner, Topridge Associates LLC (global wealth management firm) (since 2008); Senior Advisor (since 2008), President (2005-2008), Lowenhaupt Global Advisors, LLC (global wealth management firm). Formerly, President and Contributing Editor, Worth Magazine (2004-2005). Formerly, Executive Vice President and Global Head of Private Asset Management (and various other positions), Neuberger Berman (investment firm) (1986-2004).		176	Director of Nuclear Electric Insurance Ltd. (nuclear insurance provider), Aviva USA (insurance provider) and CIFG (family of financial guaranty companies) and Advisory Director of Berkshire Capital Securities LLC (private investment banking firm)

22

Eaton Vance Tax-Managed Equity Asset Allocation Fund

MANAGEMENT AND ORGANIZATION CONT’D

		Term of		Number of Portfolios
	Position(s)	Office and		in Fund Complex
Name and	with the	Length of	Principal Occupation(s)	Overseen By
Date of Birth	Trust	Service	During Past Five Years	Trustee(1)		Other Directorships Held
Interested Trustee (continued)
Lynn A. Stout 9/14/57	Trustee	Since 1998	Paul Hastings Professor of Corporate and Securities Law (since 2006) and Professor of Law (2001-2006), University of California at Los Angeles School of Law.		176	None
Ralph F. Verni 1/26/43	Chairman of the Board and Trustee	Chairman of the Board since 2007 and Trustee since 2005	Consultant and private investor.		176	None

Principal Officers who are not Trustees

		Term of
	Position(s)	Office and
Name and	with the	Length of	Principal Occupation(s)
Date of Birth	Trust	Service	During Past Five Years
William H. Ahern, Jr. 7/28/59	Vice President	Since 1995	Vice President of EVM and BMR. Officer of 76 registered investment companies managed by EVM or BMR.
John R. Baur 2/10/70	Vice President	Since 2008	Vice President of EVM and BMR. Previously, attended Johnson Graduate School of Management, Cornell University (2002-2005), and prior thereto he was an Account Team Representative in Singapore for Applied Materials, Inc. Officer of 35 registered investment companies managed by EVM or BMR.
Michael A. Cirami 12/24/75	Vice President	Since 2008	Vice President of EVM and BMR. Officer of 35 registered investment companies managed by EVM or BMR.
Cynthia J. Clemson 3/2/63	Vice President	Since 2005	Vice President of EVM and BMR. Officer of 92 registered investment companies managed by EVM or BMR.
Charles B. Gaffney 12/4/72	Vice President	Since 2007	Director of Equity Research and a Vice President of EVM and BMR. Officer of 32 registered investment companies managed by EVM or BMR.
Christine M. Johnston 11/9/72	Vice President	Since 2007	Vice President of EVM and BMR. Officer of 37 registered investment companies managed by EVM or BMR.
Aamer Khan 6/7/60	Vice President	Since 2005	Vice President of EVM and BMR. Officer of 35 registered investment companies managed by EVM or BMR.
Thomas H. Luster 4/8/62	Vice President	Since 2006	Vice President of EVM and BMR. Officer of 54 registered investment companies managed by EVM or BMR.
Robert B. MacIntosh 1/22/57	Vice President	Since 1998	Vice President of EVM and BMR. Officer of 91 registered investment companies managed by EVM or BMR.
Jeffrey A. Rawlins 10/6/61	Vice President	Since 2009	Vice President of EVM and BMR. Previously, a Managing Director of the Fixed Income Group at State Street Research and Management (1989-2005). Officer of 31 registered investment companies managed by EVM or BMR.
Duncan W. Richardson 10/26/57	Vice President	Since 2001	Director of EVC and Executive Vice President and Chief Equity Investment Officer of EVC, EVM and BMR. Officer of 82 registered investment companies managed by EVM or BMR.
Judith A. Saryan 8/21/54	Vice President	Since 2003	Vice President of EVM and BMR. Officer of 51 registered investment companies managed by EVM or BMR.
Susan Schiff 3/13/61	Vice President	Since 2002	Vice President of EVM and BMR. Officer of 37 registered investment companies managed by EVM or BMR.
Thomas Seto 9/27/62	Vice President	Since 2007	Vice President and Director of Portfolio Management of Parametric. Officer of 32 registered investment companies managed by EVM or BMR.

23

Eaton Vance Tax-Managed Equity Asset Allocation Fund

MANAGEMENT AND ORGANIZATION CONT’D

		Term of
	Position(s)	Office and
Name and	with the	Length of	Principal Occupation(s)
Date of Birth	Trust	Service	During Past Five Years
Principal Officers who are not Trustees (continued)
David M. Stein 5/4/51	Vice President	Since 2007	Managing Director and Chief Investment Officer of Parametric. Officer of 32 registered investment companies managed by EVM or BMR.
Dan R. Strelow 5/27/59	Vice President	Since 2009	Vice President of EVM and BMR since 2005. Previously, a Managing Director (since 1988) and Chief Investment Officer (since 2001) of the Fixed Income Group at State Street Research and Management. Officer of 31 registered investment companies managed by EVM or BMR.
Mark S. Venezia 5/23/49	Vice President	Since 2007	Vice President of EVM and BMR. Officer of 38 registered investment companies managed by EVM or BMR.
Adam A. Weigold 3/22/75	Vice President	Since 2007	Vice President of EVM and BMR. Officer of 69 registered investment companies managed by EVM or BMR.
Barbara E. Campbell 6/19/57	Treasurer	Since 2005	Vice President of EVM and BMR. Officer of 176 registered investment companies managed by EVM or BMR.
Maureen A. Gemma 5/24/60	Secretary and Chief Legal Officer	Secretary since 2007 and Chief Legal Officer since 2008	Vice President of EVM and BMR. Officer of 176 registered investment companies managed by EVM or BMR.
Paul M. O’Neil 7/11/53	Chief Compliance Officer	Since 2004	Vice President of EVM and BMR. Officer of 176 registered investment companies managed by EVM or BMR.

(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 can be obtained without charge on Eaton Vance’s website at www.eatonvance.com or by calling 1-800-262-1122.

24

Investment Adviser and Administrator of

Eaton Vance Tax-Managed Equity Asset Allocation Fund

Eaton Vance Management

Two International Place

Boston, MA 02110

Principal Underwriter*

Eaton Vance Distributors, Inc.

Two International Place

Boston, MA 02110

(617) 482-8260

Custodian

State Street Bank and Trust Company

200 Clarendon Street

Boston, MA 02116

Transfer Agent

PNC Global Investment Servicing

Attn: Eaton Vance Funds

P.O. Box 9653

Providence, RI 02940-9653

(800) 262-1122

Independent Registered Public Accounting Firm

Deloitte & Touche LLP

200 Berkeley Street

Boston, MA 02116-5022

Eaton Vance Tax-Managed Equity Asset Allocation Fund

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.

1299-12/09 TMEAASRC

IMPORTANT NOTICES REGARDING PRIVACY,
DELIVERY OF SHAREHOLDER DOCUMENTS,
PORTFOLIO HOLDINGS AND PROXY VOTING

Privacy. The Eaton Vance organization is committed to ensuring your financial privacy. Each of the financial institutions identified below has in effect the following policy (“Privacy Policy”) with respect to nonpublic personal information about its customers:

•  Only such information received from you, through application forms or otherwise, and information about your Eaton Vance fund transactions will be collected. This may include information such as name, address, social security number, tax status, account balances and transactions.

•  None of such information about you (or former customers) will be disclosed to anyone, except as permitted by law (which includes disclosure to employees necessary to service your account). In the normal course of servicing a customer’s account, Eaton Vance may share information with unaffiliated third parties that perform various required services such as transfer agents, custodians and broker/dealers.

•  Policies and procedures (including physical, electronic and procedural safeguards) are in place that are designed to protect the confidentiality of such information.

•  We reserve the right to change our Privacy Policy at any time upon proper notification to you. Customers may want to review our Privacy Policy periodically for changes by accessing the link on our homepage: www.eatonvance.com.

Our pledge of privacy applies to the following entities within the Eaton Vance organization: the Eaton Vance Family of Funds, Eaton Vance Management, Eaton Vance Investment Counsel, Boston Management and Research, and Eaton Vance Distributors, Inc.

In addition, our Privacy Policy applies only to those Eaton Vance customers who are individuals and who have a direct relationship with us. If a customer’s account (i.e., fund shares) is held in the name of a third-party financial adviser/broker-dealer, it is likely that only such adviser’s privacy policies apply to the customer. This notice supersedes all previously issued privacy disclosures.

For more information about Eaton Vance’s Privacy Policy, please call 1-800-262-1122.

Delivery of Shareholder Documents. The Securities and Exchange Commission (the “SEC”) permits funds to deliver only one copy of shareholder documents, including prospectuses, proxy statements and shareholder reports, to fund investors with multiple accounts at the same residential or post office box address. This practice is often called “householding” and it helps eliminate duplicate mailings to shareholders.

Eaton Vance, or your financial adviser, may household the mailing of your documents indefinitely unless you instruct Eaton Vance, or your financial adviser, otherwise.

If you would prefer that your Eaton Vance documents not be householded, please contact Eaton Vance at 1-800-262-1122, or contact your financial adviser.

Your instructions that householding not apply to delivery of your Eaton Vance documents will be effective within 30 days of receipt by Eaton Vance or your financial adviser.

Portfolio Holdings. Each Eaton Vance Fund and its underlying Portfolio(s) (if applicable) will file a schedule of portfolio holdings on Form N-Q with the SEC for the first and third quarters of each fiscal year. The Form N-Q will be available on the Eaton Vance website at www.eatonvance.com, by calling Eaton Vance at 1-800-262-1122 or in the EDGAR database on the SEC’s website at www.sec.gov. Form N-Q may also be reviewed and copied at the SEC’s public reference room in Washington, D.C. (call 1-800-732-0330 for information on the operation of the public reference room).

Proxy Voting. From time to time, funds are required to vote proxies related to the securities held by the funds. The Eaton Vance Funds or their underlying Portfolios (if applicable) vote proxies according to a set of policies and procedures approved by the Funds’ and Portfolios’ Boards. You may obtain a description of these policies and procedures and information on how the Funds or Portfolios voted proxies relating to portfolio securities during the most recent 12 month period ended June 30, without charge, upon request, by calling 1-800-262-1122. This description is also available on the SEC’s website at www.sec.gov.

Eaton Vance Diversified Income Fund as of October 31, 2009

MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE

Jeffrey A. Rawlins, CFA
Co-Portfolio Manager

Dan R. Strelow, CFA
Co-Portfolio Manager

Economic and Market Conditions

•   The year ending October 31, 2009, closed with economic data showing a modest rebound in global economic fundamentals. For the markets, this rebound was a welcome change after witnessing a freefall in world economic output for the first two quarters of this period, followed by a slowdown in the pace of economic deterioration in the subsequent quarter. As signs of improving economic fundamentals began to emerge, investors’ aversion to risk reversed course and the capital markets staged a comeback.

•   In the aftermath of the Lehman Brothers collapse in late 2008, with credit markets at a virtual standstill and global economic activity in decline, prices on riskier assets remained depressed. The last three months of 2008 were marked by the outperformance of U.S. government securities, relative to other asset classes, and a strong U.S. dollar, which were viewed as safe havens amidst the economic downturn. Credit markets, however, rallied sharply in the final two quarters of this twelve month period, and currencies in both developed and emerging markets rose against the dollar.

• Amidst historic levels of central bank and government intervention, yield spreads across virtually all fixed income markets have tightened substantially, producing extraordinary returns in the riskier credit markets during the last six months of this 12-month period. A similar return story played out in the currency markets, as the higher yielding emerging market currencies, and currencies of commodity exporting countries, outperformed during the second half of the fiscal year.

• The high-yield bond and bank loan markets had strong performance during the period. The S&P/ LSTA Leveraged Loan Index returned 30.44% for the 12-months ending October 31, 2009, while the BofA Merrill Lynch U.S. High Yield Index returned 48.79% for the same period. Performance was driven by a combination of technical factors, which improved the market’s supply and demand picture. For bank loans, limited new loan issuance and a contraction of the existing supply through loan repayments reduced the available universe of purchasable loans. Matched with little selling activity and modest but steady inflows, loan prices improved significantly. For high-yield bonds, credit yield spreads—the additional yield over Treasury bonds of comparable maturity—narrowed significantly, from a record level of over 2,000 (20.00%) basis points in mid-December 2008 to 760 (7.6%) as of October 31, 2009. Lower-quality securities led performance for both asset classes in 2009.

Total Return Performance
10/31/08 – 10/31/09

Class A1	24.98	%
Class B1	24.22
Class C1	24.21
Class I1	1.12	*
BofA Merrill Lynch 3-Month LIBOR Index2	1.69
BofA Merrill Lynch U.S. High Yield Index2	48.79
S&P/LSTA Leveraged Loan Index2	30.44
Barclays Capital U.S. Intermediate Government Index2	6.11

* Performance is cumulative since share class inception on 10/1/09.

See page 4 for more performance information.

Distribution/Yield Information
As of 10/31/09³

	Distribution
	Rate			SEC Yield
Class A		4.86	%		4.05	%
Class B		4.10			3.50
Class C		4.10			3.50
Class I		5.20			5.80

Fund shares are not insured by the FDIC and are not deposits or other obligations of, or guaranteed by, any depository institution. Shares are subject to investment risks, including possible loss of principal invested.

Past performance is no guarantee of future results. Returns are historical and are calculated by determining the percentage change in net asset value or offering price (as applicable) with all distributions reinvested. Investment return and principal value will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Performance is for the stated time period only; due to market volatility, the Fund’s current performance may be lower or higher than the quoted return. For performance as of the most recent month end, please refer to www.eatonvance.com.

¹ These returns do not include the 4.75% maximum sales charge for the Fund’s Class A shares or the applicable contingent deferred sales charges (CDSC) for Class B shares and Class C shares. If sales charges were deducted, the returns would be lower. Class I shares are offered to certain investors at net asset value (NAV). ² The Fund’s benchmark changed to the BofA Merrill Lynch 3-Month LIBOR Index effective July 1, 2009, because the investment adviser believes it is more closely aligned with the Fund’s revised investment objective and policies. It is not possible to invest directly in an Index. The Indices’ total returns do not reflect the expenses that would have been incurred if an investor individually purchased or sold the securities represented in the Indices. ³ The Fund’s distribution rate represents actual distributions paid to shareholders and is calculated by dividing the last distribution per share (annualized) by the net asset value. The Fund’s SEC Yield is calculated by dividing the net investment income per share for the 30-day period by the offering price at the end of the period and annualizing the result. For current yield information call 1-800-262-1122.

The views expressed throughout this report are those of the portfolio managers and are current only through the end of the period of the report as stated on the cover. These views are subject to change at any time based upon market or other conditions, and the investment adviser disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a fund are based on many factors, may not be relied on as an indication of trading intent on behalf of any Eaton Vance fund. Portfolio information provided in the report may not be representative of the Portfolios’ current or future investments and may change due to active management.

1 

Eaton Vance Diversified Income Fund as of October 31, 2009

MANAGEMENT ’ S DISCUSSION OF FUND PERFORMANCE

• The mortgage-backed securities (MBS) market benefited from government programs aimed at bolstering the economy and the housing market. One of the most significant positives for the market was the Federal Reserve’s (the Fed) purchase of MBS in the secondary market. This program, designed to sustain lower mortgage rates, started in January 2009. By the end of October, the Fed had purchased just under one trillion dollars in U.S. government agency MBS. The Fed expects to purchase a total of $1.25 trillion in MBS by the end of March 2010. For the twelve month period, MBS yield spreads over U.S. Treasuries, as represented by the BofA Merrill Lynch Mortgage Master Index tightened 70 basis points through October 31, 2009.

Management Discussion

• The Fund’s investment objective is to seek total return. The Fund seeks to achieve its objective primarily by allocating assets among other registered investment companies managed by Eaton Vance Management or its affiliates that invest in different asset classes (the “Portfolios”). The Fund’s portfolio managers, taking market and other factors into consideration, determine the percentage of the Fund’s assets invested in each Portfolio. The Fund also has exposure to derivative instruments. The Fund also invests directly in securities or other instruments to gain exposure to sectors of the market the investment adviser believes may not be represented or are underrepresented by the Portfolios, to hedge certain Portfolio exposures and/or to otherwise manage the exposures of the Fund. The Fund’s investments may include foreign and domestic securities and other instruments, including sovereign debt, MBS, derivative instruments, corporate debt, other fixed-income securities (including taxable municipal securities) and commodities-related investments. Beginning December 14, 2009, the Fund may borrow under the Term Asset-Backed Loan Facility (TALF) program (and any other similar non-recourse loan program).

• The Fund’s investments in all asset classes, through the Portfolios, contributed positively to its performance during the past fiscal year, as credit spreads continued their significant tightening trend in most of the major global credit markets.

• Within the Fund’s investment in Floating Rate Portfolio—the largest Portfolio weighting as of October 31, 2009—health care, business equipment and services, and cable and satellite television were among the top industry weightings. The Portfolio’s loans were primarily senior, secured loans to companies with average revenues exceeding $1 billion. A slight overweighting to the publishing sector, which has underperformed the overall bank loan market, detracted from performance, as did exposure to the European loan market. On the positive side, the Portfolio’s overweight to the cable and satellite television and business equipment and services industries, both of which performed well, were beneficial to its performance.

• Although overwhelmed by the performance of the U.S. credit markets, the Fund’s foreign investments, through its investments in Global Macro Portfolio (beginning mid-July 2009), also contributed positively to its performance. Within this Portfolio, there were stand-out countries in each region. In Latin America, Brazil and Uruguay both benefited from Brazil’s economic resilience during the economic downturn. In Eastern Europe, many of the region’s bond markets benefited from the rally in relatively risky assets in the second half of the fiscal year. In Turkey, aggressive rate cuts by the central banks drove yields to historic lows. Finally, in Asia, Indonesia’s closed economy sheltered it from the economic crisis more than most of its Asian counterparts, benefiting its bonds and currency.

• The Fund’s high-yield bond investments, through its investments in Boston Income Portfolio, posted positive returns for the period. In the first half of the year, the Portfolio’s performance lagged the index, as higher quality bonds outperformed the B-rated sector, which was an overweight in the Portfolio. However, in the second half of the year, the lagging performance was offset as riskier assets outperformed, benefiting management’s significant overweight in CCC-rated bonds, in addition to B-rated bonds.

2

Eaton Vance Diversified Income Fund as of October 31, 2009

MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE

• In Government Obligations Portfolio, the MBS portion of the Fund, the investment emphasis remained on seasoned, U.S. government agency MBS (seasoned MBS) during the entire period. Typically, seasoned MBS were originated in the 1980s and 1990s. As a result, they have generally lower loan-to-home value ratios, meaning that these homeowners have more equity in their homes than the average borrower. In addition, these loans are guaranteed by government agencies. In the seasoned MBS market, yield spreads to U.S. Treasuries tightened by more than 140 basis points, contributing significantly to the Fund’s outperformance. Principal prepayment rates on these securities were relatively stable for the entire period, paying consistently at an annualized rate in the low teens.

• Multi-Sector Portfolio, in which the Fund began investing in mid-July, produced steady, positive returns through the end of the period. This Portfolio was primarily invested in commercial mortgage-backed securities and investment-grade corporate bonds as of October 31, 2009, with the remainder in U.S. Treasuries and cash. In the latter months of the period, Multi-Sector Portfolio benefited from the narrowing of spreads and the rally in fixed-income markets.

3

Eaton Vance Diversified Income Fund as of October 31, 2009

FUND PERFORMANCE

The line graph and table set forth below provide information about the Fund’s performance. The line graph compares the performance of Class A of the Fund with that of the BofA Merrill Lynch 3-Month LIBOR Index, an unmanaged index representing a high-quality base rate for 3-month constant maturity dollar denominated deposits; the BofA Merrill Lynch U.S. High Yield Index, an unmanaged index of below investment grade U.S. dollar-denominated corporate bonds publicly issued in the U.S. domestic market; the S&P/LSTA Leveraged Loan Index, an unmanaged index of U.S. dollar-denominated leveraged loans; and the Barclays Capital U.S. Intermediate Government Index, an unmanaged index of U.S. government bonds with maturities from one up to (but not including)10 years. The Fund’s benchmark changed to the BofA Merrill Lynch 3-Month LIBOR Index effective July 1, 2009, because the investment adviser believes it is more closely aligned with the Fund’s revised investment objective and policies. The lines on the graph represent the total returns of a hypothetical investment of $10,000 in each of Class A and the BofA Merrill Lynch 3-Month LIBOR Index, the BofA Merrill Lynch U.S. High Yield Index, the S&P/LSTA Leveraged Loan Index, and the Barclays Capital U.S. Intermediate Government Index. Class A total returns are presented at net asset value and maximum public offering price (POP). The table includes the total returns of each Class of the Fund at net asset value and public offering price. The performance presented below does not reflect the deduction of taxes, if any, that a shareholder would pay on distributions or redemptions of Fund shares.

Performance1	Class A			Class B			Class C			Class I
Share Class Symbol	EADDX			EBDDX			ECDDX			EIDDX
Average Annual Total Returns (at net asset value)
One Year		24.98	%		24.22	%		24.21	%		N.A.
Life of Fund†		4.25			3.48			3.48			1.12	%††
SEC Average Annual Total Returns (including sales charge or applicable CDSC)
One Year		19.03	%		19.22	%		23.21	%		N.A.
Life of Fund†		3.22			3.16			3.48			1.12	%††

†	Inception dates: Class A: 12/7/04; Class B: 12/7/04; Class C: 12/7/04; Class I: 10/1/09.
††	Returns are cumulative since inception of the share class.
1	Average Annual Total Returns do not include the 4.75% maximum sales charge for Class A shares or the applicable contingent deferred sales charges (CDSC) for Class B or Class C shares. If sales charges were deducted, the returns would be lower. SEC Average Annual Total Returns for Class A reflect the maximum 4.75% sales charge. SEC returns for Class B reflect applicable CDSC based on the following schedule: 5% — 1st and 2nd years; 4% — 3rd year; 3% - 4th year; 2% — 5th year; 1% — 6th year. SEC returns for Class C reflect a 1% CDSC for the first year. Class I shares are offered to certain investors at net asset value.

Total Annual
Operating Expenses2	Class A			Class B			Class C			Class I
Expense Ratio		1.09	%		1.83	%		1.83	%		0.84	%

² Source: Prospectus dated 7/1/09, as supplemented.

Past performance is no guarantee of future results. Returns are historical and are calculated by determining the percentage change in net asset value or offering price (as applicable) with all distributions reinvested. Investment return and principal value will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Performance is for the stated time period only; due to market volatility, the Fund’s current performance may be lower or higher than the quoted return. For performance as of the most recent month end, please refer to www.eatonvance.com.

* Sources: Lipper, Inc., Morningstar Direct. Class A of the Fund commenced operations on 12/7/04.

A $10,000 hypothetical investment at net asset value in Class B and Class C shares on 12/7/04 and Class I shares on 10/1/09 would have been valued at $11,826 ($11,648 after deduction of the applicable CDSC), $11,826 and $10,112, respectively, on 10/31/09. It is not possible to invest directly in an Index. The Indices’ total returns do not reflect expenses that would have been incurred if an investor individually purchased or sold the securities represented in the Indices. Index returns are available as of month-end only.

Portfolio Composition

Diversification by Sectors³
By net assets

³ As of 10/31/09. Sectors are shown as a percentage of the Fund’s net assets. See above and the Fund’s prospectus, dated July 1, 2009, for changes to the Fund’s investment strategies, effective July 1, 2009.

4

Eaton Vance Diversified Income Fundas of October 31, 2009

FUND EXPENSES

Example: As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchases and redemption fees (if applicable); and (2) ongoing costs, including management fees; distribution or service fees; and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 2009 – October 31, 2009).

Actual Expenses: The first section of the table below provides information about actual account values and actual expenses. You may use the information in this section, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first section under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes: The second section of the table below provides information about hypothetical account values and hypothetical expenses based on the actual Fund expense ratio and an assumed rate of return of 5% per year (before expenses), which is not the actual return of the Fund. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in your Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads) or redemption fees (if applicable). Therefore, the second section of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would be higher.

Eaton Vance Diversified Income Fund

	Beginning Account Value		Ending Account Value		Expenses Paid During Period
	(5/1/09)		(10/31/09)		(5/1/09 – 10/31/09)
Actual*
Class A		$1,000.00		$1,162.50		$6.43
Class B		$1,000.00		$1,159.60		$10.51
Class C		$1,000.00		$1,159.60		$10.51
Class I		$1,000.00		$1,011.20		$0.85
Hypothetical**
(5% return per year before expenses)
Class A		$1,000.00		$1,019.30		$6.01
Class B		$1,000.00		$1,015.50		$9.80
Class C		$1,000.00		$1,015.50		$9.80
Class I		$1,000.00		$1,020.20		$5.04

*

Class I had not commenced operations as of May 1, 2009. Actual expenses are equal to the Fund’s annualized expense ratio of 1.18% for Class A shares, 1.93% for Class B shares, 1.93% for Class C shares and 0.99% for Class I shares, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period); 31/365 for Class I (to reflect the period from commencement of operations on October 1, 2009 to October 31, 2009). The Example assumes that the $1,000 was invested at the net asset value per share determined at the close of business on April 30, 2009 (September 30, 2009 for Class I).

**

Hypothetical expenses are equal to the Fund’s annualized expense ratio of 1.18% for Class A shares, 1.93% for Class B shares, 1.93% for Class C shares and 0.99% for Class I shares, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period). The Example assumes that the $1,000 was invested at the net asset value per share determined at the close of business on April 30, 2009. The Example reflects the expenses of both the Fund and the Portfolios.

5

Eaton Vance Diversified Income Fundas of October 31, 2009

PORTFOLIO OF INVESTMENTS

Investments in Affiliated Portfolios — 100.1%
Security	Value
Boston Income Portfolio (identified cost, $69,701,082)	$	56,936,166
Floating Rate Portfolio (identified cost, $113,970,931)		101,662,717
Global Macro Portfolio (identified cost, $70,140,418)		72,070,639
Government Obligations Portfolio (identified cost, $19,210,761)		24,044,293
Multi-Sector Portfolio (identified cost, $50,489,313)		51,378,250
Total Investments in Affiliated Portfolios
(identified cost $323,512,505)	$	306,092,065

Put Options Purchased — 0.1%
	Number of		Strike		Expiration
Security	Contracts		Price		Date		Value
S & P 500 Index		20	$	1,020		12/18/09	$	169,500
S & P 500 Index		20		980		12/18/09		110,000
Total Put Options Purchased
(identified cost $407,740)							$	279,500

Short-Term Investments — 0.1%
	Interest
Description	(000’s omitted)		Value
Cash Management Portfolio, 0.00%(1)	$	310	$	310,260
Total Short-Term Investments
(identified cost $310,260)			$	310,260
Total Investments �� 100.3%
(identified cost $324,230,505)			$	306,681,825
Other Assets, Less Liabilities — (0.3)%			$	(977,762	)
Net Assets — 100.0%			$	305,704,063

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

(1) Affiliated investment company available to Eaton Vance portfolios and funds which invests in high quality, U.S. dollar denominated money market instruments. The rate shown is the annualized seven-day yield as of October 31, 2009.

See notes to financial statements

6

Eaton Vance Diversified Income Fundas of October 31, 2009

FINANCIAL STATEMENTS

Statement of Assets and Liabilities

As of October 31, 2009
Assets
Unaffiliated investments, at value (identified cost, $407,740)	$	279,500
Affiliated investments, at value (identified cost, $323,822,765)		306,402,325
Receivable for Fund shares sold		384,963
Total assets	$	307,066,788
Liabilities
Payable for Fund shares redeemed	$	770,183
Distributions payable		252,641
Payable to affiliates:
Distribution and service fees		170,134
Trustees’ fees		41
Accrued expenses		169,726
Total liabilities	$	1,362,725
Net Assets	$	305,704,063
Sources of Net Assets
Paid-in capital	$	350,776,664
Accumulated net realized loss from Portfolios		(28,596,204	)
Accumulated undistributed net investment income		1,072,283
Net unrealized depreciation from Portfolios		(17,548,680	)
Total	$	305,704,063
Class A Shares
Net Assets	$	139,217,218
Shares Outstanding		15,657,699
Net Asset Value and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	8.89
Maximum Offering Price Per Share
(100 ¸ 95.25 of net asset value per share)	$	9.33
Class B Shares
Net Assets	$	31,637,287
Shares Outstanding		3,560,616
Net Asset Value and Offering Price Per Share*
(net assets ¸ shares of beneficial interest outstanding)	$	8.89
Class C Shares
Net Assets	$	133,596,291
Shares Outstanding		15,034,470
Net Asset Value and Offering Price Per Share*
(net assets ¸ shares of beneficial interest outstanding)	$	8.89
Class I Shares
Net Assets	$	1,253,267
Shares Outstanding		141,001
Net Asset Value, Offering Price and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	8.89

On sales of $50,000 or more, the offering price of Class A shares is reduced.

*  Redemption price per share is equal to the net asset value less any applicable contingent deferred sales charge.

Statement of Operations

For the Year Ended
October 31, 2009
Investment Income
Interest and other income allocated from affiliated investments	$	20,243,245
Dividends allocated from affiliated investments		33,400
Expenses allocated from affiliated investments		(1,952,313	)
Net investment income from Portfolios	$	18,324,332
Expenses
Distribution and service fees
Class A	$	320,433
Class B		287,755
Class C		1,208,853
Trustees’ fees and expenses		500
Custodian fee		156,645
Transfer and dividend disbursing agent fees		227,119
Legal and accounting services		43,161
Printing and postage		120,229
Registration fees		60,365
Miscellaneous		11,210
Total expenses	$	2,436,270
Net investment income	$	15,888,062
Realized and Unrealized Gain (Loss) from Portfolios
Net realized gain (loss) allocated from affiliated Portfolios —
Investment transactions	$	(11,155,225	)
Securities sold short		2,316
Financial futures contracts		740,021
Swap contracts		(1,159,076	)
Foreign currency and forward foreign currency exchange contract transactions		(564,518	)
Net realized loss	$	(12,136,482	)
Change in unrealized appreciation (depreciation) —
Investments	$	(128,240	)
Change in unrealized appreciation (depreciation) allocated from affiliated Portfolios —
Investments		57,717,503
Securities sold short		(28,512	)
Financial futures contracts		222,689
Swap contracts		511,410
Written options		13,591
Foreign currency and forward foreign currency exchange contracts		(65,962	)
Net change in unrealized appreciation (depreciation)	$	58,242,479
Net realized and unrealized gain	$	46,105,997
Net increase in net assets from operations	$	61,994,059

See notes to financial statements

7

Eaton Vance Diversified Income Fundas of October 31, 2009

FINANCIAL STATEMENTS CONT’D

Statements of Changes in Net Assets

Increase (Decrease)	Year Ended			Year Ended
in Net Assets	October 31, 2009			October 31, 2008
From operations —
Net investment income	$	15,888,062		$	22,171,487
Net realized loss from investment transactions, securities sold short, financial futures contracts, swap contracts, and foreign currency and forward foreign currency exchange contract transactions		(12,136,482	)		(6,433,655	)
Net change in unrealized appreciation (depreciation) from investments, securities sold short, financial futures contracts, swap contracts, written options, foreign currency and forward foreign currency exchange contracts		58,242,479			(71,432,534	)
Net increase (decrease) in net assets from operations	$	61,994,059		$	(55,694,702	)
Distributions to shareholders —
From net investment income
Class A	$	(8,475,603	)	$	(11,703,356	)
Class B		(1,686,888	)		(2,104,477	)
Class C		(7,078,698	)		(9,312,164	)
Class I		(1,034	)		—
Tax return of capital
Class A		—			(655,719	)
Class B		—			(117,910	)
Class C		—			(521,744	)
Total distributions to shareholders	$	(17,242,223	)	$	(24,415,370	)
Transactions in shares of beneficial interest —
Proceeds from sale of shares
Class A	$	39,959,054		$	41,804,108
Class B		4,825,586			5,591,106
Class C		17,351,071			22,114,622
Class I		1,253,488			—
Net asset value of shares issued to shareholders in payment of distributions declared
Class A		6,050,804			8,684,367
Class B		1,105,428			1,470,718
Class C		5,068,515			6,916,474
Cost of shares redeemed
Class A		(55,496,567	)		(85,120,914	)
Class B		(7,562,529	)		(9,470,658	)
Class C		(28,903,305	)		(55,925,060	)
Net decrease in net assets from Fund share transactions	$	(16,348,455	)	$	(63,935,237	)
Net increase (decrease) in net assets	$	28,403,381		$	(144,045,309	)
Net Assets
At beginning of year	$	277,300,682		$	421,345,991
At end of year	$	305,704,063		$	277,300,682
Accumulated undistributed net investment income included in net assets
At end of year	$	1,072,283		$	74,993

See notes to financial statements

8

Eaton Vance Diversified Income Fundas of October 31, 2009

FINANCIAL STATEMENTS CONT’D

Financial Highlights

	Class A
	Year Ended October 31,
													Period Ended
	2009			2008			2007			2006			October 31, 2005(1)
Net asset value — Beginning of period	$	7.600		$	9.630		$	9.770		$	9.760		$	10.000
Income (Loss) From Operations
Net investment income(2)	$	0.485		$	0.568		$	0.593		$	0.561		$	0.430
Net realized and unrealized gain (loss)		1.328			(1.977	)		(0.095	)		0.086			(0.108	)
Total income (loss) from operations	$	1.813		$	(1.409	)	$	0.498		$	0.647		$	0.322
Less Distributions
From net investment income	$	(0.523	)	$	(0.588	)	$	(0.638	)	$	(0.637	)	$	(0.562	)
Tax return of capital		—			(0.033	)		—			—			—
Total distributions	$	(0.523	)	$	(0.621	)	$	(0.638	)	$	(0.637	)	$	(0.562	)
Net asset value — End of period	$	8.890		$	7.600		$	9.630		$	9.770		$	9.760
Total Return(3)		24.98	%		(15.48	)%		5.22	%		6.84	%		3.29	%(4)
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$	139,217		$	128,030		$	200,163		$	144,830		$	86,858
Ratios (as a percentage of average daily net assets):
Expenses(5)(6)		1.17	%		1.14	%		1.10	%		1.09	%		1.17	%(7)(8)
Net investment income		6.12	%		6.22	%		6.08	%		5.75	%		4.84	%(7)
Portfolio Turnover of Boston Income Portfolio		74	%		54	%		84	%		68	%		71	%(9)
Portfolio Turnover of Floating Rate Portfolio		35	%		7	%		61	%		50	%		57	%(9)
Portfolio Turnover of Global Macro Portfolio		25	%		N.A.			N.A.			N.A.			N.A.
Portfolio Turnover of Government Obligations Portfolio		28	%		19	%		23	%		2	%		30	%(9)
Portfolio Turnover of Multi-Sector Portfolio		31	%(10)		—			—			—			—

(1)	For the period from the start of business, December 7, 2004, to October 31, 2005.
(2)	Computed using average shares outstanding.
(3)	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.
(4)	Not annualized.
(5)	Includes the Fund’s share of the Portfolios’ allocated expenses.
(6)	Excludes the effect of custody fee credits, if any, of less than 0.005%.
(7)	Annualized.
(8)	The investment adviser waived a portion of its adviser fee and the administrator subsidized certain operating expenses (equal to 0.03%).
(9)	For the Portfolio’s year ended October 31, 2005.
(10)	For the period from the Portfolio’s start of business, July 16, 2009, to October 31, 2009.

See notes to financial statements

9

Eaton Vance Diversified Income Fundas of October 31, 2009

FINANCIAL STATEMENTS CONT’D

Financial Highlights

	Class B
	Year Ended October 31,
													Period Ended
	2009			2008			2007			2006			October 31, 2005(1)
Net asset value — Beginning of period	$	7.590		$	9.620		$	9.760		$	9.750		$	10.000
Income (Loss) From Operations
Net investment income(2)	$	0.426		$	0.500		$	0.520		$	0.488		$	0.365
Net realized and unrealized gain (loss)		1.337			(1.977	)		(0.095	)		0.085			(0.120	)
Total income (loss) from operations	$	1.763		$	(1.477	)	$	0.425		$	0.573		$	0.245
Less Distributions
From net investment income	$	(0.463	)	$	(0.524	)	$	(0.565	)	$	(0.563	)	$	(0.495	)
Tax return of capital		—			(0.029	)		—			—			—
Total distributions	$	(0.463	)	$	(0.553	)	$	(0.565	)	$	(0.563	)	$	(0.495	)
Net asset value — End of period	$	8.890		$	7.590		$	9.620		$	9.760		$	9.750
Total Return(3)		24.22	%		(16.13	)%		4.44	%		6.05	%		2.49	%(4)
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$	31,637		$	28,616		$	38,986		$	31,827		$	21,926
Ratios (as a percentage of average daily net assets):
Expenses(5)(6)		1.93	%		1.88	%		1.85	%		1.84	%		1.92	%(7)(8)
Net investment income		5.38	%		5.48	%		5.35	%		5.01	%		4.11	%(7)
Portfolio Turnover of Boston Income Portfolio		74	%		54	%		84	%		68	%		71	%(9)
Portfolio Turnover of Floating Rate Portfolio		35	%		7	%		61	%		50	%		57	%(9)
Portfolio Turnover of Global Macro Portfolio		25	%		N.A.			N.A.			N.A.			N.A.
Portfolio Turnover of Government Obligations Portfolio		28	%		19	%		23	%		2	%		30	%(9)
Portfolio Turnover of Multi-Sector Portfolio		31	%(10)		—			—			—			—

(1)	For the period from the start of business, December 7, 2004, to October 31, 2005.
(2)	Computed using average shares outstanding.
(3)	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.
(4)	Not annualized.
(5)	Includes the Fund’s share of the Portfolios’ allocated expenses.
(6)	Excludes the effect of custody fee credits, if any, of less than 0.005%.
(7)	Annualized.
(8)	The investment adviser waived a portion of its adviser fee and the administrator subsidized certain operating expenses (equal to 0.03%).
(9)	For the Portfolio’s year ended October 31, 2005.
(10)	For the period from the Portfolio’s start of business, July 16, 2009, to October 31, 2009.

See notes to financial statements

10

Eaton Vance Diversified Income Fundas of October 31, 2009

FINANCIAL STATEMENTS CONT’D

Financial Highlights

	Class C
	Year Ended October 31,
													Period Ended
	2009			2008			2007			2006			October 31, 2005(1)
Net asset value — Beginning of period	$	7.590		$	9.620		$	9.770		$	9.750		$	10.000
Income (Loss) From Operations
Net investment income(2)	$	0.426		$	0.500		$	0.520		$	0.489		$	0.362
Net realized and unrealized gain (loss)		1.337			(1.978	)		(0.105	)		0.095			(0.117	)
Total income (loss) from operations	$	1.763		$	(1.478	)	$	0.415		$	0.584		$	0.245
Less Distributions
From net investment income	$	(0.463	)	$	(0.523	)	$	(0.565	)	$	(0.564	)	$	(0.495	)
From net realized gain		—			(0.029	)		—			—			—
Total distributions	$	(0.463	)	$	(0.552	)	$	(0.565	)	$	(0.564	)	$	(0.495	)
Net asset value — End of period	$	8.890		$	7.590		$	9.620		$	9.770		$	9.750
Total Return(3)		24.21	%		(16.13	)%		4.33	%		6.16	%		2.49	%(4)
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$	133,596		$	120,654		$	182,197		$	135,880		$	89,806
Ratios (as a percentage of average daily net assets):
Expenses(5)(6)		1.93	%		1.88	%		1.85	%		1.84	%		1.92	%(7)(8)
Net investment income		5.37	%		5.48	%		5.34	%		5.02	%		4.08	%(7)
Portfolio Turnover of Boston Income Portfolio		74	%		54	%		84	%		68	%		71	%(9)
Portfolio Turnover of Floating Rate Portfolio		35	%		7	%		61	%		50	%		57	%(9)
Portfolio Turnover of Global Macro Portfolio		25	%		N.A.			N.A.			N.A.			N.A.
Portfolio Turnover of Government Obligations Portfolio		28	%		19	%		23	%		2	%		30	%(9)
Portfolio Turnover of Multi-Sector Portfolio		31	%(10)		—			—			—			—

(1)	For the period from the start of business, December 7, 2004, to October 31, 2005.
(2)	Computed using average shares outstanding.
(3)	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.
(4)	Not annualized.
(5)	Includes the Fund’s share of the Portfolios’ allocated expenses.
(6)	Excludes the effect of custody fee credits, if any, of less than 0.005%.
(7)	Annualized.
(8)	The investment adviser waived a portion of its adviser fee and the administrator subsidized certain operating expenses (equal to 0.03%).
(9)	For the Portfolio’s fiscal year ended October 31, 2005.
(10)	For the period from the Portfolio’s start of business, July 16, 2009, to October 31, 2009.

See notes to financial statements

11

Eaton Vance Diversified Income Fundas of October 31, 2009

FINANCIAL STATEMENTS CONT’D

Financial Highlights

	Class I
	Period Ended
	October 31, 2009(1)
Net asset value — Beginning of period	$	8.830
Income (Loss) From Operations
Net investment income(2)	$	0.027
Net realized and unrealized gain		0.071
Total income from operations	$	0.098
Less Distributions
From net investment income	$	(0.038	)
Total distributions	$	(0.038	)
Net asset value — End of period	$	8.890
Total Return(3)		1.12	%(4)
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$	1,253
Ratios (as a percentage of average daily net assets):
Expenses(5)(6)		0.99	%(7)
Net investment income		7.29	%(7)
Portfolio Turnover of Boston Income Portfolio		74	%(8)
Portfolio Turnover of Floating Rate Portfolio		35	%(8)
Portfolio Turnover of Global Macro Portfolio		25	%(8)
Portfolio Turnover of Government Obligations Portfolio		28	%(8)
Portfolio Turnover of Multi-Sector Portfolio		31	%(9)

(1)	For the period from commencement of operations, October 1, 2009, to October 31, 2009.
(2)	Computed using average shares outstanding.
(3)	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested.
(4)	Not annualized.
(5)	Includes the Fund’s share of the Portfolios’ allocated expenses.
(6)	Excludes the effect of custody fee credits, if any, of less than 0.005%.
(7)	Annualized.
(8)	For the Portfolio’s year ended October 31, 2009.
(9)	For the period from the Portfolio’s start of business, July 16, 2009, to October 31, 2009.

See notes to financial statements

12

Eaton Vance Diversified Income Fundas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS

1Significant Accounting Policies

Eaton Vance Diversified Income Fund (the Fund) is a diversified series of Eaton Vance Mutual Funds Trust (the Trust). The Trust is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company. The Fund offers four classes of shares. Class A shares are generally sold subject to a sales charge imposed at time of purchase. Class B and Class C shares are sold at net asset value and are generally subject to a contingent deferred sales charge (see Note 5). Class I shares are sold at net asset value and are not subject to a sales charges. Class B shares automatically convert to Class A shares eight years after their purchase as described in the Fund’s prospectus. Each class represents a pro-rata interest in the Fund, but votes separately on class-specific matters and (as noted below) is subject to different expenses. Realized and unrealized gains and losses are allocated daily to each class of shares based on the relative net assets of each class to the total net assets of the Fund. Net investment income, other than class-specific expenses, is allocated daily to each class of shares based upon the ratio of the value of each class’s paid shares to the total value of all paid shares. Each class of shares differs in its distribution plan and certain other class-specific expenses. The Fund’s investment objective is to seek total return. Total return is defined as income plus capital appreciation. Prior to July 1, 2009, the Fund’s objective was to provide a high level of current income with a secondary objective of capital appreciation to the extent consistent with its primary objective of high current income. The Fund currently pursues its objective by investing substantially all of its investable assets in interests in the following five portfolios managed by Eaton Vance Management (EVM) or its affiliates: Boston Income Portfolio, Floating Rate Portfolio, Global Macro Portfolio, Government Obligations Portfolio and Multi-Sector Portfolio (the Portfolios), which are New York trusts. The value of the Fund’s investment in the Portfolios reflects the Fund’s proportionate interest in the net assets of Boston Income Portfolio, Floating Rate Portfolio, Global Macro Portfolio, Government Obligations Portfolio and Multi-Sector Portfolio (2.4%, 2.4%, 5.5%, 2.5% and 99.8%, respectively, at October 31, 2009). The performance of the Fund is directly affected by the performance of the Portfolios. A copy of each Portfolio’s financial statements is available on the EDGAR database on the Securities and Exchange Commission’s website (www.sec.gov), at the Commission’s public reference room in Washington, DC or upon request from the Fund’s principal underwriter, Eaton Vance Distributors, Inc. (EVD), by calling 1-800-262-1122.

The following is a summary of significant accounting policies of the Fund. The policies are in conformity with accounting principles generally accepted in the United States of America. A source of authoritative accounting principles applied in the preparation of the Fund’s financial statements is the Financial Accounting Standards Board (FASB) Accounting Standards Codification (the Codification), which superseded existing non-Securities and Exchange Commission accounting and reporting standards for interim and annual reporting periods ending after September 15, 2009. The adoption of the Codification for the current reporting period did not impact the Fund’s application of generally accepted accounting principles.

AInvestment Valuation — The valuation policies common to the Portfolios are as follows:

Debt obligations (including short-term obligations with a remaining maturity of more than sixty days and excluding most seasoned mortgage-backed securities) will normally be valued on the basis of quotations provided by third party pricing services. The pricing services will use various techniques that consider factors including, but not limited to, reported trades or dealer quotations, prices or yields of securities with similar characteristics, benchmark yields, broker/dealer quotes, 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. If short-term debt securities are acquired with a remaining maturity of more than sixty days, they will be valued by a pricing service. 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. The daily valuation of exchange-traded foreign securities generally is determined as of the close of trading on the principal exchange on which such securities trade. Events occurring after the close of trading on foreign exchanges may result in adjustments to the valuation of foreign securities to more accurately reflect their fair value as of the close of regular trading on the New York Stock Exchange. When valuing foreign equity securities that meet certain criteria, the Trustees have approved the use of a fair value service that values such securities to reflect market trading that occurs after the close of the applicable foreign markets of comparable securities or other instruments that have a strong correlation to the fair-

13

Eaton Vance Diversified Income Fundas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

valued securities. Exchange-traded options are valued at the last sale price for the day of valuation as quoted on any exchange on which the option is listed or, in the absence of sales on such date, at the mean between the closing bid and asked prices therefore as reported by the Options Price Reporting Authority. Over-the-counter options (including options on securities, indices and foreign currencies) are valued by a third party pricing service using techniques that consider factors including the value of the underlying instrument, the volatility of the underlying instrument and the period of time until option expiration. Financial futures contracts are valued at the settlement price established by the board of trade or exchange on which they are traded. Forward foreign currency exchange contracts are generally valued at the mean of the average bid and average asked prices that are reported by currency dealers to a third party pricing service at the valuation time. Such third party pricing service valuations are supplied for specific settlement periods and the Portfolios’ forward foreign currency exchange contracts are valued at an interpolated rate between the closest preceding and subsequent settlement period reported by the third party pricing service. Interest rate swaps are normally valued using valuations provided by a third party pricing service. Such pricing service valuations are based on the present value of fixed and projected floating rate cash flows over the term of the swap contract. Future cash flows are discounted to their present value using swap quotations provided by electronic data services or by broker/dealers. Credit default swaps are normally valued using valuations provided by a third party pricing service. The pricing services employ electronic data processing techniques to determine the present value based on credit spread quotations obtained from broker/dealers and expected default recovery rates determined by the pricing service using proprietary models. 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 Portfolios in a manner that most fairly reflects the security’s value, or the amount that the Portfolios 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.

Additional valuation policies for Global Macro Portfolio and Government Obligations Portfolio are as follows: Most seasoned, fixed rate 30-year mortgage-backed securities are valued through the use of the investment adviser’s matrix pricing system, which takes into account bond prices, yield differentials, anticipated prepayments and interest rates provided by dealers. Short-term debt securities with a remaining maturity of sixty days or less, that are non-U.S. dollar denominated, are typically valued by a pricing service or dealer quotes.

Additional valuation policies for Boston Income Portfolio and Floating Rate Portfolio are as follows: Interests in senior floating-rate loans (Senior Loans) for which reliable market quotations are readily available are valued generally at the average mean of bid and ask quotations obtained from a third party pricing service. Other Senior Loans are valued at fair value by the investment adviser under procedures approved by the Trustees. In fair valuing a Senior Loan, the investment adviser utilizes one or more of the valuation techniques described in (i) through (iii) below to assess the likelihood that the borrower will make a full repayment of the loan underlying such Senior Loan relative to yields on other Senior Loans issued by companies of comparable credit quality. If the investment adviser believes that there is a reasonable likelihood of full repayment, the investment adviser will determine fair value using a matrix pricing approach that considers the yield on the Senior Loan. If the investment adviser believes there is not a reasonable likelihood of full repayment, the investment adviser will determine fair value using analyses that include, but are not limited to: (i) a comparison of the value of the borrower’s outstanding equity and debt to that of comparable public companies; (ii) a discounted cash flow analysis; or (iii) when the investment adviser believes it is likely that a borrower will be liquidated or sold, an analysis of the terms of such liquidation or sale. In certain cases, the investment adviser will use a combination of analytical methods to determine fair value, such as when only a portion of a borrower’s assets are likely to be sold. In conducting its assessment and analyses for purposes of determining fair value of a Senior Loan, the investment adviser will use its discretion and judgment in considering and appraising relevant factors. Fair value determinations are made by the portfolio managers of the Fund based on information available to such managers. The portfolio managers of other funds managed by the investment adviser that invest in Senior Loans may not possess the same information about a Senior Loan borrower as the portfolio managers of the Fund. At times, the fair value of a Senior Loan determined by the portfolio managers of

14

Eaton Vance Diversified Income Fundas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

other funds managed by the investment adviser that invest in Senior Loans may vary from the fair value of the same Senior Loan determined by the portfolio managers of the Fund. The fair value of each Senior Loan is periodically reviewed and approved by the investment adviser’s Valuation Committee and by the Trustees based upon procedures approved by the Trustees. Junior Loans are valued in the same manner as Senior Loans.

In addition to investing in the Portfolios, the Fund may also invest directly in securities. The valuation policies of the Fund are consistent with the valuation policies of the Portfolios.

The Portfolios and the Fund may invest in Cash Management Portfolio (Cash Management), an affiliated investment company managed by Boston Management and Research (BMR), a subsidiary of EVM. Cash Management generally values its investment securities utilizing the amortized cost valuation technique permitted by Rule 2a-7 under the 1940 Act, pursuant to which Cash Management must comply with certain conditions. This technique involves initially valuing a portfolio security at its cost and thereafter assuming a constant amortization to maturity of any discount or premium. If amortized cost is determined not to approximate fair value, Cash Management may value its investment securities in the same manner as debt obligations described above.

BIncome — The Fund’s net investment income or loss consists of the Fund’s pro-rata share of the net investment income or loss of the Portfolios, less all actual and accrued expenses of the Fund. Interest income on direct investments in securities is recorded on the basis of interest accrued, adjusted for amortization of premium or accretion of discount.

CFederal Taxes — The Fund’s policy is to comply with the provisions of the Internal Revenue Code applicable to regulated investment companies and to distribute to shareholders each year substantially all of its net investment income, and all or substantially all of its net realized capital gains. Accordingly, no provision for federal income or excise tax is necessary.

At October 31, 2009, the Fund, for federal income tax purposes, had a capital loss carryforward of $27,767,877 which will reduce its taxable income arising from future net realized gains on investment transactions, if any, to the extent permitted by the Internal Revenue Code, and thus will reduce the amount of distributions to shareholders, which would otherwise be necessary to relieve the Fund of any liability for federal income or excise tax. Such capital loss carryforward will expire on October 31, 2013 ($1,151,435), October 31, 2014 ($1,054,697), October 31, 2015 ($1,377,385), October 31, 2016 ($15,304,398) and October 31, 2017 ($8,879,962).

As of October 31, 2009, the Fund had no uncertain tax positions that would require financial statement recognition, de-recognition, or disclosure. Each of the Fund’s federal tax returns filed in the 3-year period ended October 31, 2009 remains subject to examination by the Internal Revenue Service.

DExpenses — The majority of expenses of the Trust are directly identifiable to an individual fund. Expenses which are not readily identifiable to a specific fund are allocated taking into consideration, among other things, the nature and type of expense and the relative size of the funds.

EExpense Reduction — State Street Bank and Trust Company (SSBT) serves as custodian of the Fund. Pursuant to the custodian agreement, SSBT receives a fee reduced by credits, which are determined based on the average daily cash balance the Fund maintains with SSBT. All credit balances, if any, used to reduce the Fund’s custodian fees are reported as a reduction of expenses in the Statement of Operations.

FUse 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.

GIndemnifications — Under the Trust’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 Fund, and shareholders are indemnified against personal liability for the obligations of the Trust. Additionally, in the normal course of business, the Fund enters into agreements with service providers that may contain indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred.

HPurchased Options — Upon the purchase of a call or put option, the premium paid by the Fund is included in the Statement of Assets and Liabilities as an investment. The amount of the investment is subsequently marked-to-market to reflect the current market value of the option purchased, in accordance with the Fund’s policies on investment valuations discussed above. If an option which the Fund has purchased expires on the stipulated expiration date, the Fund will realize a loss in the amount of the cost of the option. If the Fund enters into a closing sale transaction, the Fund 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. If the Fund exercises a put

15

Eaton Vance Diversified Income Fundas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

option, it will realize a gain or loss from the sale of the underlying security, and the proceeds from such sale will be decreased by the premium originally paid. If the Fund exercises a call option, the cost of the security which the Fund purchases upon exercise will be increased by the premium originally paid. The risk associated with purchasing options is limited to the premium originally paid.

IOther — Investment transactions are accounted for on a trade date basis. Dividends to shareholders are recorded on the ex-dividend date.

2Distributions to Shareholders

The Fund declares dividends daily to shareholders of record at the time of declaration. Distributions are generally paid monthly. Distributions of realized capital gains (reduced by available capital loss carryforwards from prior years, if any) are made at least annually. Distributions are declared separately for each class of shares. Shareholders may reinvest income and capital gain distributions in additional shares of the same class of the Fund at the net asset value as of the reinvestment date or, at the election of the shareholder, receive distributions in cash. The Fund distinguishes between distributions on a tax basis and a financial reporting basis. Accounting principles generally accepted in the United States of America require that only distributions in excess of tax basis earnings and profits be reported in the financial statements as a return of capital. Permanent differences between book and tax accounting relating to distributions are reclassified to paid-in capital. For tax purposes, distributions from short-term capital gains are considered to be from ordinary income.

The tax character of distributions declared for the years ended October 31, 2009 and October 31, 2008 was as follows:

	Year Ended October 31,
	2009		2008
Distributions declared from:
Ordinary income	$	17,242,223	$	23,119,997
Tax return of capital	$	—	$	1,295,373

During the year ended October 31, 2009, accumulated net realized loss was decreased by $2,866,323, accumulated undistributed net investment income was increased by $2,351,451 and paid-in capital was decreased by $5,217,774 due to differences between book and tax accounting, primarily for foreign currency gain (loss), premium amortization, swap contracts, paydown gain (loss), defaulted bonds and mixed straddles. These reclassifications had no effect on the net assets or net asset value per share of the Fund.

As of October 31, 2009, the components of distributable earnings (accumulated losses) and unrealized appreciation (depreciation) on a tax basis were as follows:

Ordinary income	$	1,574,356
Capital loss carryforward	$	(27,767,877	)
Net unrealized depreciation	$	(18,626,439	)
Other temporary differences	$	(252,641	)

The differences between components of distributable earnings (accumulated losses) on a tax basis and the amounts reflected in the Statement of Assets and Liabilities are primarily due to wash sales, partnership allocations, defaulted bond interest, futures contracts, foreign currency gain (loss), premium amortization, swap contracts, paydown gain (loss), mixed straddles and the timing of recognizing distributions to shareholders.

3Transactions with Affiliates

EVM serves as the investment adviser and administrator of the Fund, providing investment advisory services (relating to the investment of the Fund’s assets in the Portfolios) and administering the business affairs of the Fund. EVM does not receive a fee for serving as the Fund’s investment adviser and administrator. The Portfolios have engaged BMR to render investment advisory services. For the year ended October 31, 2009, the Fund’s allocated portion of the investment adviser fees paid by the Portfolios was 0.62% of the Fund’s average daily net assets and amounted to $1,710,287.

EVM serves as the sub-transfer agent of the Fund and receives from the transfer agent an aggregate fee based upon the actual expenses incurred by EVM in the performance of these services. For the year ended October 31, 2009, EVM earned $11,871 in sub-transfer agent fees. The Fund was informed that EVD, an affiliate of EVM and the Fund’s principal underwriter, received $37,682 as its portion of the sales charge on sales of Class A shares for the year ended October 31, 2009. EVD also received distribution and service fees from Class A, Class B and Class C shares (see Note 4) and contingent deferred sales charges (see Note 5).

Except for Trustees of the Fund and the Portfolios who are not members of EVM’s or BMR’s organizations, officers and Trustees receive remuneration for their services to the Fund out of the investment adviser fee. Certain officers and Trustees of the Fund and the Portfolios are officers of the above organizations.

4Distribution Plans

The Fund has in effect a distribution plan for Class A shares (Class A Plan) pursuant to Rule 12b-1 under the 1940 Act. The Class A Plan provides that the Fund will pay EVD a distribution and service fee of 0.25% per annum of its

16

Eaton Vance Diversified Income Fundas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

average daily net assets attributable to Class A shares for distribution services and facilities provided to the Fund by EVD, as well as for personal services and/or the maintenance of shareholder accounts. Distribution and service fees paid or accrued to EVD for the year ended October 31, 2009 amounted to $320,433 for Class A shares.

The Fund also has in effect distribution plans for Class B shares (Class B Plan) and Class C shares (Class C Plan) pursuant to Rule 12b-1 under the 1940 Act. The Class B and Class C Plans require the Fund to pay EVD amounts equal to 0.75% per annum of its average daily net assets attributable to Class B and Class C shares for providing ongoing distribution services and facilities to the Fund. The Fund will automatically discontinue payments to EVD during any period in which there are no outstanding Uncovered Distribution Charges, which are equivalent to the sum of (i) 6.25% of the aggregate amount received by the Fund for Class B and Class C shares sold, plus (ii) interest calculated by applying the rate of 1% over the prevailing prime rate to the outstanding balance of Uncovered Distribution Charges of EVD of each respective class, reduced by the aggregate amount of contingent deferred sales charges (see Note 5) and amounts theretofore paid or payable to EVD by each respective class. For the year ended October 31, 2009, the Fund paid or accrued to EVD $215,816 and $906,640 for Class B and Class C shares, respectively, representing 0.75% of the average daily net assets of Class B and Class C shares. At October 31, 2009, the amounts of Uncovered Distribution Charges of EVD calculated under the Class B and Class C Plans were approximately $1,439,000 and $12,076,000, respectively.

The Class B and Class C Plans also authorize the Fund to make payments of service fees to EVD, financial intermediaries and other persons in amounts not exceeding 0.25% per annum of its average daily net assets attributable to that class. Service fees paid or accrued are for personal services and/or the maintenance of shareholder accounts. They are separate and distinct from the sales commissions and distribution fees payable to EVD and, as such, are not subject to automatic discontinuance when there are no outstanding Uncovered Distribution Charges of EVD. Service fees paid or accrued for the year ended October 31, 2009 amounted to $71,939 and $302,213 for Class B and Class C shares, respectively.

5Contingent Deferred Sales Charges

A contingent deferred sales charge (CDSC) generally is imposed on redemptions of Class B shares made within six years of purchase and on redemptions of Class C shares made within one year of purchase. Class A shares may be subject to a 1% CDSC if redeemed within 18 months of purchase (depending on the circumstances of purchase). Generally, the CDSC is based upon the lower of the net asset value at date of redemption or date of purchase. No charge is levied on shares acquired by reinvestment of dividends or capital gain distributions. The CDSC for Class B shares is imposed at declining rates that begin at 5% in the case of redemptions in the first and second year after purchase, declining one percentage point each subsequent year. Class C shares are subject to a 1% CDSC if redeemed within one year of purchase. No CDSC is levied on shares which have been sold to EVM or its affiliates or to their respective employees or clients and may be waived under certain other limited conditions. CDSCs received on Class B and Class C redemptions are paid to EVD to reduce the amount of Uncovered Distribution Charges calculated under the Fund’s Class B and Class C Plans. CDSCs received on Class B and Class C redemptions when no Uncovered Distribution Charges exist are credited to the Fund. For the year ended October 31, 2009, the Fund was informed that EVD received approximately $1,000, $105,000 and $10,000 of CDSCs paid by Class A, Class B and Class C shareholders, respectively.

6Investment Transactions

For the year ended October 31, 2009, increases and decreases in the Fund’s investments in the Portfolios were as follows:

Portfolio	Contributions		Withdrawals
Boston Income Portfolio	$	16,819,624	$	82,175,515
Floating Rate Portfolio		10,867,193		25,796,536
Global Macro Portfolio		70,297,716		1,000,000
Government Obligations Portfolio		22,548,766		98,988,951
Multi-Sector Portfolio		50,069,113		—

7Federal Income Tax Basis of Investments

The cost and unrealized appreciation (depreciation) of investments of the Fund at October 31, 2009, as determined on a federal income tax basis, were as follows:

Aggregate cost	$	325,308,264
Gross unrealized appreciation	$	0
Gross unrealized depreciation		(18,626,439	)
Net unrealized depreciation	$	(18,626,439	)

8Shares of Beneficial Interest

The Fund’s Declaration of Trust permits the Trustees to issue an unlimited number of full and fractional shares of

17

Eaton Vance Diversified Income Fundas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

beneficial interest (without par value). Such shares may be issued in a number of different series (such as the Fund) and classes. Transactions in Fund shares were as follows:

	Year Ended October 31,
Class A	2009			2008
Sales		5,054,177			4,532,622
Issued to shareholders electing to receive payments of distributions in Fund shares		766,172			958,445
Redemptions		(7,013,187	)		(9,423,479	)
Net decrease		(1,192,838	)		(3,932,412	)
	Year Ended October 31,
Class B	2009			2008
Sales		619,430			611,246
Issued to shareholders electing to receive payments of distributions in Fund shares		140,314			162,815
Redemptions		(968,447	)		(1,056,020	)
Net decrease		(208,703	)		(281,959	)
	Year Ended October 31,
Class C	2009			2008
Sales		2,198,049			2,398,942
Issued to shareholders electing to receive payments of distributions in Fund shares		643,017			764,924
Redemptions		(3,698,163	)		(6,204,529	)
Net decrease		(857,097	)		(3,040,663	)
	Period Ended
Class I	October 31, 2009(1)
Sales		141,001
Net increase		141,001

(1) Class I commenced operations on October 1, 2009.

9Financial Instruments

The Fund adopted FASB Statement of Financial Accounting Standards No. 161 (FAS 161), “Disclosures about Derivative Instruments and Hedging Activities”, (currently FASB Accounting Standards Codification (ASC) 815-10), effective May 1, 2009. Such standard requires enhanced disclosures about an entity’s derivative and hedging activities, including qualitative disclosures about the objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of and gains and losses on derivative instruments, and disclosures about credit-risk related contingent features in derivative instruments. The disclosure below includes additional information as a result of implementing FAS 161.

The Fund is subject to equity price risk in the normal course of pursuing its investment objective. The Fund generally intends to purchase index put options below the current value of the index to reduce the Fund’s exposure to market risk and volatility. In buying index put options, the Fund in effect, acquires protection against decline in the value of the applicable index below the exercise price in exchange for the option premium paid.

The fair value of derivative instruments (not considered to be hedging instruments for accounting disclosure purposes) and whose primary underlying risk exposure is equity price risk at October 31, 2009 was as follows:

	Fair Value
	Asset			Liability
Derivative	Derivatives			Derivatives
Purchased options	$	279,500(1	)	$	–

(1) Statement of Assets and Liabilities location: Unaffiliated investments, at value.

The effect of derivative instruments (not considered to be hedging instruments for accounting disclosure purposes) on the Statement of Operations and whose primary underlying risk exposure is equity price risk for the six months ended October 31, 2009 was as follows:

			Change in
			Unrealized
	Realized Gain		Appreciation
	(Loss) on		(Depreciation) on
	Derivatives		Derivatives
	Recognized in		Recognized in
Derivative	Income		Income
Purchased options	$	—	$	(128,240	)(1)

(1) Statement of Operations location: Change in unrealized appreciation (depreciation) — Investments

The average number of purchased option contracts outstanding during the six months ended October 31, 2009 was 12.

18

Eaton Vance Diversified Income Fundas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

10Fair Value Measurements

The Fund adopted FASB Statement of Financial Accounting Standards No. 157 (FAS 157), “Fair Value Measurements”, (currently FASB ASC 820-10), effective November 1, 2008. Such standard established a three-tier hierarchy to prioritize the assumptions, referred to as inputs, used in valuation techniques to measure fair value. The three-tier hierarchy of inputs is summarized in the three broad levels listed below.

•  Level 1 – quoted prices in active markets for identical investments

•  Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

•  Level 3 – significant unobservable inputs (including a fund’s own assumptions in determining the fair value of investments)

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

At October 31, 2009, the inputs used in valuing the Fund’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
Investments in Affiliated Portfolios	$	306,092,065	$	—	$	—	$	306,092,065
Put Options Purchased		279,500		—		—		279,500
Short-Term Investments		310,260		—		—		310,260
Total Investments	$	306,681,825	$	—	$	—	$	306,681,825

11Review for Subsequent Events

In connection with the preparation of the financial statements of the Fund as of and for the year ended October 31, 2009, events and transactions subsequent to October 31, 2009 through December 28, 2009, the date the financial statements were issued, have been evaluated by the Fund’s management for possible adjustment and/or disclosure. Management has not identified any subsequent events requiring financial statement disclosure as of the date these financial statements were issued.

19

Eaton Vance Diversified Income Fundas of October 31, 2009

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Trustees of Eaton Vance Mutual Funds
Trust and Shareholders of Eaton Vance Diversified
Income Fund:

We have audited the accompanying statement of assets and liabilities of Eaton Vance Diversified Income Fund (the “Fund”) (one of the funds constituting Eaton Vance Mutual Funds Trust), including the portfolio of investments, as of October 31, 2009, 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 financial highlights for each of the three years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. The financial highlights for the year ended October 31, 2006, and the period from the start of business, December 7, 2004, to October 31, 2005, were audited by other auditors. Those auditors expressed an unqualified opinion on those financial highlights in their report dated December 27, 2006.

We conducted our audits in accordance with the 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 financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of October 31, 2009, by correspondence with the custodian and brokers. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Eaton Vance Diversified Income Fund as of October 31, 2009, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the three years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 28, 2009

20

Eaton Vance Diversified Income Fundas of October 31, 2009

FEDERAL TAX INFORMATION (Unaudited)

The Form 1099-DIV you receive in January 2010 will show the tax status of all distributions paid to your account in calendar year 2009. Shareholders are advised to consult their own tax adviser with respect to the tax consequences of their investment in the Fund. As required by the Internal Revenue Code regulations, shareholders must be notified within 60 days of the Fund’s fiscal year end regarding the status of qualified dividend income.

Qualified Dividend Income.  The Fund designates $32,687, or up to the maximum amount of such dividends allowable pursuant to the Internal Revenue Code, as qualified dividend income eligible for the reduced tax rate of 15%.

21

Eaton Vance Diversified Income Fundas of October 31, 2009

SPECIAL MEETING OF SHAREHOLDERS (Unaudited)

The Fund held a joint Special Meeting of Shareholders on October 23, 2009 (adjourned from September 25, 2009) to approve an amendment to the current fundamental investment restriction regarding the purchase or sale of physical commodities and commodities contracts to provide that the Fund may invest in all types of commodities, commodities contracts and commodities related investments to the extent permitted by law. The following action was taken by the shareholders:

Number of Shares
For		Against		Abstain
	15,185,553		1,607,970		2,290,443

22

Eaton Vance Diversified Income Fund

BOARD OF TRUSTEES’ ANNUAL APPROVAL OF THE INVESTMENT ADVISORY AGREEMENTS

Overview of the Contract Review Process

The Investment Company Act of 1940, as amended (the “1940 Act”), provides, in substance, that each investment advisory agreement between a fund and its investment adviser will continue in effect from year to year only if its continuance is approved at least annually by the fund’s board of trustees, including by a vote of a majority of the trustees who are not “interested persons” of the fund (“Independent Trustees”), cast in person at a meeting called for the purpose of considering such approval.

At a meeting of the Boards of Trustees (each a “Board”) of the Eaton Vance group of mutual funds (the “Eaton Vance Funds”) held on April 27, 2009, the Board, including a majority of the Independent Trustees, voted to approve continuation of existing advisory and sub-advisory agreements for the Eaton Vance Funds for an additional one-year period. In voting its approval, the Board relied upon the affirmative recommendation of the Contract Review Committee of the Board (formerly the Special Committee), which is a committee comprised exclusively of Independent Trustees. Prior to making its recommendation, the Contract Review Committee reviewed information furnished for a series of meetings of the Contract Review Committee held in February, March and April 2009. Such information included, among other things, the following:

Information about Fees, Performance and Expenses

•  An independent report comparing the advisory and related fees paid by each fund with fees paid by comparable funds;

•  An independent report comparing each fund’s total expense ratio and its components to comparable funds;

•  An independent report comparing the investment performance of each fund to the investment performance of comparable funds over various time periods;

•  Data regarding investment performance in comparison to relevant peer groups of funds and appropriate indices;

•  Comparative information concerning fees charged by each adviser for managing other mutual funds and institutional accounts using investment strategies and techniques similar to those used in managing the fund;

•  Profitability analyses for each adviser with respect to each fund;

Information about Portfolio Management

•  Descriptions of the investment management services provided to each fund, including the investment strategies and processes employed, and any changes in portfolio management processes and personnel;

•  Information concerning the allocation of brokerage and the benefits received by each adviser as a result of brokerage allocation, including information concerning the acquisition of research through “soft dollar” benefits received in connection with the funds’ brokerage, and the implementation of a soft dollar reimbursement program established with respect to the funds;

•  Data relating to portfolio turnover rates of each fund;

•  The procedures and processes used to determine the fair value of fund assets and actions taken to monitor and test the effectiveness of such procedures and processes;

Information about each Adviser

•  Reports detailing the financial results and condition of each adviser;

•  Descriptions of the qualifications, education and experience of the individual investment professionals whose responsibilities include portfolio management and investment research for the funds, and information relating to their compensation and responsibilities with respect to managing other mutual funds and investment accounts;

•  Copies of the Codes of Ethics of each adviser and its affiliates, together with information relating to compliance with and the administration of such codes;

•  Copies of or descriptions of each adviser’s proxy voting policies and procedures;

•  Information concerning the resources devoted to compliance efforts undertaken by each adviser and its affiliates on behalf of the funds (including descriptions of various compliance programs) and their record of compliance with investment policies and restrictions, including policies with respect to market-timing, late trading and selective portfolio disclosure, and with policies on personal securities transactions;

•  Descriptions of the business continuity and disaster recovery plans of each adviser and its affiliates;

Other Relevant Information

•  Information concerning the nature, cost and character of the administrative and other non-investment management services provided by Eaton Vance Management and its affiliates;

•  Information concerning management of the relationship with the custodian, subcustodians and fund accountants by each adviser or the funds’ administrator; and

•  The terms of each advisory agreement.

23

Eaton Vance Diversified Income Fund

BOARD OF TRUSTEES’ ANNUAL APPROVAL OF THE INVESTMENT ADVISORY AGREEMENTS CONT’D

In addition to the information identified above, the Contract Review Committee considered information provided from time to time by each adviser throughout the year at meetings of the Board and its committees. Over the course of the twelve-month period ended April 30, 2009, the Board met eighteen times and the Contract Review Committee, the Audit Committee, the Governance Committee, the Portfolio Management Committee and the Compliance Reports and Regulatory Matters Committee, each of which is a Committee comprised solely of Independent Trustees, met seven, five, six, six and six times, respectively. At such meetings, the Trustees received, among other things, presentations by the portfolio managers and other investment professionals of each adviser relating to the investment performance of each fund and the investment strategies used in pursuing the fund’s investment objective.

For funds that invest through one or more underlying portfolios, the Board considered similar information about the portfolio(s) when considering the approval of advisory agreements. In addition, in cases where the fund’s investment adviser has engaged a sub-adviser, the Board considered similar information about the sub-adviser when considering the approval of any sub-advisory agreement.

The Contract Review Committee was assisted throughout the contract review process by Goodwin Procter LLP, legal counsel for the Independent Trustees. The members of the Contract Review Committee relied upon the advice of such counsel and their own business judgment in determining the material factors to be considered in evaluating each advisory and sub-advisory agreement and the weight to be given to each such factor. The conclusions reached with respect to each advisory and sub-advisory agreement were based on a comprehensive evaluation of all the information provided and not any single factor. Moreover, each member of the Contract Review Committee may have placed varying emphasis on particular factors in reaching conclusions with respect to each advisory and sub-advisory agreement.

Results of the Process

Based on its consideration of the foregoing, and such other information as it deemed relevant, including the factors and conclusions described below, the Contract Review Committee concluded that the continuance of the investment advisory agreement of Eaton Vance Diversified Income Fund (the “Fund”) with Eaton Vance Management (“EVM”), as well as the continuance and/or initial approval of the investment advisory agreements of Boston Income Portfolio, Floating Rate Portfolio, Government Obligations Portfolio, Multi-Sector Portfolio, Global Macro Portfolio, Investment Grade Income Portfolio, Emerging Markets Local Income Portfolio, Investment Portfolio, Cash Management Portfolio, High Income Opportunities Portfolio and International Income Portfolio, the portfolios in which the Fund is authorized to invest (the “Portfolios”), each with Boston Management and Research (“BMR”), 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 each agreement. Accordingly, the Board, including a majority of the Independent Trustees, voted to approve the investment advisory agreements for the Fund and the Portfolios. EVM and BMR are each referred to as an “Adviser” herein; EVM with respect to the Fund and BMR with respect to the Portfolios. EVM and BMR are affiliates.

Nature, Extent and Quality of Services

In considering whether to approve the investment advisory agreement of the Fund and the Portfolios, the Board evaluated the nature, extent and quality of services provided to the Portfolios by BMR and to the Fund by EVM. BMR manages the Portfolios, while EVM allocates the assets of the Fund among the Portfolios and is also authorized to cause the Fund to make direct investments in the same type of securities in which the Portfolios are authorized to invest.

The Board considered EVM and BMR’s management capabilities and investment process with respect to the types of investments held by the Portfolios, including the education, experience and number of its investment professionals and other personnel who provide, or will provide, portfolio management, investment research, and similar services to the Portfolios. For all the Portfolios, the Board also took into account the resources dedicated to portfolio management and other services, including the compensation paid to recruit and retain investment personnel, and the time and attention devoted, or expected to be devoted, to the Fund and the Portfolios by senior management. In addition, the Board considered recent adjustments in the Fund’s investment policies designed to reflect changes in the fixed income markets for the Fund’s securities, including recommendations made by the Adviser throughout the year. The Board also reviewed the compliance programs of the Adviser and relevant affiliates thereof. Among other matters, the Board considered compliance and reporting matters relating to personal trading by investment personnel, selective disclosure of portfolio holdings, late trading, frequent trading, portfolio valuation, business continuity and the allocation of investment opportunities. The Board also evaluated the responses of the Adviser and its affiliates to requests from regulatory authorities such as the Securities and Exchange Commission and the Financial Industry Regulatory Authority.

24

Eaton Vance Diversified Income Fund

BOARD OF TRUSTEES’ ANNUAL APPROVAL OF THE INVESTMENT ADVISORY AGREEMENTS CONT’D

The Board considered shareholder and other administrative services provided or managed by EVM and its affiliates, including transfer agency and accounting services. The Board evaluated the benefits to shareholders of investing in a fund that is a part of a large family of funds, including the ability, in many cases, to exchange an investment among different funds without incurring additional sales charges.

The Board considered the Adviser’s recommendations for Board action and other steps taken in response to the unprecedented dislocations experienced in the capital markets over recent periods, including sustained periods of high volatility, credit disruption and government intervention. In particular, the Board considered the Adviser’s efforts and expertise with respect to each of the following matters as they relate to the Fund and/or other funds within the Eaton Vance family of funds: (i) negotiating and maintaining the availability of bank loan facilities and other sources of credit used for investment purposes or to satisfy liquidity needs; (ii) establishing the fair value of securities and other instruments held in investment portfolios during periods of market volatility and issuer-specific disruptions; and (iii) the ongoing monitoring of investment management processes and risk controls.

After consideration of the foregoing factors, among others, the Board concluded that the nature, extent and quality of services provided by the Adviser, taken as a whole, are appropriate and consistent with the terms of the investment advisory agreement.

Fund Performance

The Board compared the Fund’s investment performance to a relevant universe of similarly managed funds identified by an independent data provider and appropriate benchmark indices. The Board reviewed comparative performance data for the one and three-year periods ended September 30, 2008 for the Fund. The Board also considered the performance of the underlying Portfolios. The Board concluded that the Fund’s performance was satisfactory.

Management Fees and Expenses

The Board reviewed contractual investment advisory fee rates, including any administrative fee rates, payable by the Fund directly or indirectly through its pro rata share of the expenses of each Portfolio (referred to collectively as “management fees”). As part of its review, the Board considered the Fund’s management fees, including administrative fees, and total expense ratio for the year ended September 30, 2008, as compared to a group of similarly managed funds selected by an independent data provider. The Board considered that the Adviser does not receive an advisory fee for direct investments made on behalf of the Fund.

After reviewing the foregoing information, and in light of the nature, extent and quality of the services provided by the Adviser, the Board concluded that the management fees charged for advisory and related services and the Fund’s total expense ratio are reasonable.

Profitability

The Board reviewed the level of profits realized or projected to be realized by the Adviser and relevant affiliates thereof in providing investment advisory and administrative services to the Fund, the Portfolios and all Eaton Vance Funds as a group. The Board considered the level of profits realized or expected to be 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 Portfolios.

The Board concluded that, in light of the foregoing factors and the nature, extent and quality of the services rendered, the profits realized by the Adviser and its affiliates are reasonable.

Economies of Scale

In reviewing management fees and profitability, the Board also considered the extent to which the Adviser and its affiliates, on the one hand, and the Fund, on the other hand, can expect to realize benefits from economies of scale as the assets of the Fund and the Portfolios 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 certain Portfolios 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 and the Portfolios. The Board also concluded that, assuming reasonably foreseeable increases in the assets of the Fund and the Portfolios, the structure of the Portfolio advisory fees, which include breakpoints at several asset levels, can be expected to cause the Adviser and its affiliates and the Fund and the Portfolios to continue to share such benefits equitably.

25

Eaton Vance Diversified Income Fund

MANAGEMENT AND ORGANIZATION

Fund Management. The Trustees of Eaton Vance Mutual Funds Trust (the Trust), Boston Income Portfolio (BIP), Cash Management Portfolio (CMP), Emerging Markets Local Income Portfolio (EMLIP), Floating Rate Portfolio (FRP), Global Macro Portfolio (GMP), Government Obligations Portfolio (GOP), High Income Opportunities Portfolio (HIOP), International Income Portfolio (IIP), Investment Grade Income Portfolio (IGIP), Investment Portfolio (IP) and Multi-Sector Portfolio (MSP) (collectively, the Portfolios) are responsible for the overall management and supervision of the Trust’s and Portfolios’ affairs. The Trustees and officers of the Trust and the Portfolios 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 Portfolios hold indefinite terms of office. The “Noninterested Trustees” consist of those Trustees who are not “interested persons” of the Trust and the Portfolios, as that term is defined under the 1940 Act. The business address of each Trustee and officer is Two International Place, Boston, Massachusetts 02110. 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, “Parametric” refers to Parametric Portfolio Associates LLC and “EVD” refers to Eaton Vance Distributors, Inc. EVC and EV are the corporate parent and trustee, respectively, of EVM and BMR. EVD is the Fund’s principal underwriter, the Portfolios’ placement agent and a wholly-owned subsidiary of EVC. Each officer affiliated with Eaton Vance may hold a position with other Eaton Vance affiliates that is comparable to his or her position with EVM listed below.

	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
Thomas E. Faust Jr. 5/31/58	Trustee and President of the Trust	Trustee of the Trust and all Portfolios except MSP since 2007, of MSP since 2009 and President of the Trust since 2002	Chairman, Chief Executive Officer and President of EVC, Director and President of EV, Chief Executive Officer and President of EVM and BMR, and Director of EVD. Trustee and/or officer of 176 registered investment companies and 4 private investment companies managed by EVM or BMR. Mr. Faust is an interested person because of his positions with EVM, BMR, EVD, EVC and EV, which are affiliates of the Trust and Portfolios.		176	Director of EVC
Noninterested Trustees
Benjamin C. Esty 1/2/63	Trustee	Of the Trust, BIP, CMP, FRP, GMP, HIOP, IGIP and IP since 2005, of EMLIP and IIP since 2007 and of MSP since 2009	Roy and Elizabeth Simmons Professor of Business Administration and Finance Unit Head, Harvard University Graduate School of Business Administration.		176	None
Allen R. Freedman 4/3/40	Trustee	Of the Trust and all the Portfolios except MSP since 2007 and of MSP since 2009	Former Chairman (2002-2004) and a Director (1983-2004) of Systems & Computer Technology Corp. (provider of software to higher education). Formerly, a Director of Loring Ward International (fund distributor) (2005-2007). Formerly, Chairman and a Director of Indus International, Inc. (provider of enterprise management software to the power generating industry) (2005-2007).		176	Director of Assurant, Inc. (insurance provider) and Stonemor Partners, L.P. (owner and operator of cemeteries)
William H. Park 9/19/47	Trustee	Of the Trust, BIP, CMP, FRP, GMP, HIOP, IGIP and IP since 2003, of EMLIP and IIP since 2007 and of MSP since 2009	Vice Chairman, Commercial Industrial Finance Corp. (specialty finance company) (since 2006). Formerly, President and Chief Executive Officer, Prizm Capital Management, LLC (investment management firm) (2002-2005).		176	None
Ronald A. Pearlman 7/10/40	Trustee	Of the Trust, BIP, CMP, FRP, GMP, HIOP, IGIP and IP since 2003, of EMLIP and IIP since 2007 and of MSP since 2009	Professor of Law, Georgetown University Law Center.		176	None

26

Eaton Vance Diversified Income Fund

MANAGEMENT AND ORGANIZATION CONT’D

	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
Noninterested Trustees (continued)
Helen Frame Peters 3/22/48	Trustee	Of the Trust and all the Portfolios except MSP since 2008 and of MSP since 2009	Professor of Finance, Carroll School of Management, Boston College. Adjunct Professor of Finance, Peking University, Beijing, China (since 2005).		176	Director of BJ’s Wholesale Club, Inc. (wholesale club retailer)
Heidi L. Steiger 7/8/53	Trustee	Of the Trust and all the Portfolios except MSP since 2007 and of MSP since 2009	Managing Partner, Topridge Associates LLC (global wealth management firm) (since 2008); Senior Advisor (since 2008), President (2005-2008), Lowenhaupt Global Advisors, LLC (global wealth management firm). Formerly, President and Contributing Editor, Worth Magazine (2004-2005). Formerly, Executive Vice President and Global Head of Private Asset Management (and various other positions), Neuberger Berman (investment firm) (1986-2004).		176	Director of Nuclear Electric Insurance Ltd. (nuclear insurance provider), Aviva USA (insurance provider) and CIFG (family of financial guaranty companies) and Advisory Director of Berkshire Capital Securities LLC (private investment banking firm)
Lynn A. Stout 9/14/57	Trustee	Of the Trust, CMP, GMP, GOP and HIOP since 1998; of FRP and IGIP since 2000; of BIP since 2001; of IP since 2002; of EMLIP and IIP since 2007; and of MSP since 2009	Paul Hastings Professor of Corporate and Securities Law (since 2006) and Professor of Law (2001-2006), University of California at Los Angeles School of Law.		176	None
Ralph F. Verni 1/26/43	Chairman of the Board and Trustee	Chairman of the Board of the Trust and all the Portfolios except MSP since 2007 and of MSP since 2009; Trustee of the Trust and BIP, CMP, FRP, GMP, HIOP, IGIP and IP since 2005; of EMLIP and IIP since 2007; and of MSP since 2009	Consultant and private investor.		176	None

Principal Officers who are not Trustees

	Position(s)	Term of
	with the	Office and
Name and	Trust and	Length of	Principal Occupation(s)
Date of Birth	the Portfolios	Service	During Past Five Years
William H. Ahern, Jr. 7/28/59	Vice President of the Trust	Since 1995	Vice President of EVM and BMR. Officer of 76 registered investment companies managed by EVM or BMR.
John R. Baur 2/10/70	Vice President of the Trust, EMLIP, GMP and IIP	Vice President of the Trust since 2008 and of EMLIP, GMP and IIP since 2007	Vice President of EVM and BMR. Previously, attended Johnson Graduate School of Management, Cornell University (2002-2005), and prior thereto he was an Account Team Representative in Singapore for Applied Materials, Inc. Officer of 35 registered investment companies managed by EVM or BMR.
Michael A. Cirami 12/24/75	Vice President of the Trust, EMLIP, GMP and IIP	Vice President of the Trust since 2008 and of EMLIP, GMP and IIP since 2007	Vice President of EVM and BMR. Officer of 35 registered investment companies managed by EVM or BMR.
Cynthia J. Clemson 3/2/63	Vice President of the Trust	Since 2005	Vice President of EVM and BMR. Officer of 92 registered investment companies managed by EVM or BMR.

27

Eaton Vance Diversified Income Fund

MANAGEMENT AND ORGANIZATION CONT’D

	Position(s)	Term of
	with the	Office and
Name and	Trust and	Length of	Principal Occupation(s)
Date of Birth	the Portfolios	Service	During Past Five Years
Principal Officers who are not Trustees (continued)
Charles B. Gaffney 12/4/72	Vice President of the Trust	Since 2007	Director of Equity Research and a Vice President of EVM and BMR. Officer of 32 registered investment companies managed by EVM or BMR.
Thomas P. Huggins 3/7/66	Vice President of BIP and HIOP	Vice President of HIOP since 2000 and of BIP since 2001	Vice President of EVM and BMR. Officer of 4 registered investment companies managed by EVM or BMR.
Christine M. Johnston 11/9/72	Vice President of the Trust, EMLIP, GOP, IIP and IP	Of the Trust, EMLIP, IIP and IP since 2007 and of GOP since 2006	Vice President of EVM and BMR. Officer of 37 registered investment companies managed by EVM or BMR.
Aamer Khan 6/7/60	Vice President of the Trust	Since 2005	Vice President of EVM and BMR. Officer of 35 registered investment companies managed by EVM or BMR.
Duke E. Laflamme 7/8/69	President of CMP and Vice President of IGIP	President of CMP since 2008, Vice President of IGIP since 2006	Vice President of EVM and BMR. Officer of 17 registered investment companies managed by EVM or BMR.
Thomas H. Luster 4/8/62	Vice President of the Trust, CMP and IGIP	Of the Trust since 2006 and of CMP and IGIP since 2002	Vice President of EVM and BMR. Officer of 54 registered investment companies managed by EVM or BMR.
Robert B. MacIntosh 1/22/57	Vice President of the Trust	Since 1998	Vice President of EVM and BMR. Officer 91 registered investment companies managed by EVM or BMR.
Scott H. Page 11/30/59	President of FRP	Since 2007	Vice President of EVM and BMR. Officer of 11 registered investment companies managed by EVM or BMR.
Jeffrey A. Rawlins 10/6/61	Vice President of the Trust and MSP	Since 2009	Vice President of EVM and BMR. Previously, a Managing Director of the Fixed Income Group at State Street Research and Management (1989-2005). Officer of 31 registered investment companies managed by EVM or BMR.
Duncan W. Richardson 10/26/57	Vice President of the Trust	Since 2001	Director of EVC and Executive Vice President and Chief Equity Investment Officer of EVC, EVM and BMR. Officer 82 registered investment companies managed by EVM or BMR.
Craig P. Russ 10/30/63	Vice President of FRP	Since 2007	Vice President of EVM and BMR. Officer of 6 registered investment companies managed by EVM or BMR.
Judith A. Saryan 8/21/54	Vice President of the Trust	Since 2003	Vice President of EVM and BMR. Officer of 51 registered investment companies managed by EVM or BMR.
Susan Schiff 3/13/61	Vice President of the Trust, EMLIP, GMP, GOP, IIP and IP	Of the Trust and GMP since 2002; of EMLIP, IIP and IP since 2007; and of GOP since 1993	Vice President of EVM and BMR. Officer of 37 registered investment companies managed by EVM or BMR.
Thomas Seto 9/27/62	Vice President of the Trust	Since 2007	Vice President and Director of Portfolio Management of Parametric. Officer of 32 registered investment companies managed by EVM or BMR.
David M. Stein 5/4/51	Vice President of the Trust	Since 2007	Managing Director and Chief Investment Officer of Parametric. Officer of 32 registered investment companies managed by EVM or BMR.
Dan R. Strelow 5/27/59	Vice President of the Trust and MSP	Since 2009	Vice President of EVM and BMR since 2005. Previously, a Managing Director (since 1988) and Chief Investment Officer (since 2001) of the Fixed Income Group at State Street Research and Management. Officer of 31 registered investment companies managed by EVM or BMR.
Payson F. Swaffield 8/13/56	President of MSP	Since 2009	Chief Income Investment Officer of EVC. Vice President of EVM and BMR. Officer of 9 registered investment companies managed by EVM or BMR.

28

Eaton Vance Diversified Income Fund

MANAGEMENT AND ORGANIZATION CONT’D

	Position(s)	Term of
	with the	Office and
Name and	Trust and	Length of	Principal Occupation(s)
Date of Birth	the Portfolios	Service	During Past Five Years
Principal Officers who are not Trustees (continued)
Mark S. Venezia 5/23/49	Vice President of the Trust and President of EMLIP, GMP, GOP, IIP and IP	Vice President of the Trust and President of EMLIP and IIP since 2007 and President of GMP, GOP and IP since 2002	Vice President of EVM and BMR. Officer of 38 registered investment companies managed by EVM or BMR.
Adam A. Weigold 3/22/75	Vice President of the Trust	Since 2007	Vice President of EVM and BMR. Officer of 69 registered investment companies managed by EVM or BMR.
Michael W. Weilheimer 2/11/61	President of BIP and HIOP	Since 2002	Vice President of EVM and BMR. Officer of 24 registered investment companies managed by EVM or BMR.
Barbara E. Campbell 6/19/57	Treasurer	Treasurer of the Trust since 2005; of all the Portfolios except MSP since 2008; and of MSP since 2009	Vice President of EVM and BMR. Officer of 176 registered investment companies managed by EVM or BMR.
Maureen A. Gemma 5/24/60	Secretary and Chief Legal Officer	Secretary of the Trust and all the Portfolios except MSP since 2007 and of MSP since 2009 and Chief Legal Officer of the Trust and all the Portfolios except MSP since 2008 and of MSP since 2009	Vice President of EVM and BMR. Officer of 176 registered investment companies managed by EVM or BMR.
Paul M. O’Neil 7/11/53	Chief Compliance Officer	Of the Trust, BIP, CMP, GMP, GOP, FRP, HOP, IGIP and IP since 2004; of EMLIP and IIP since 2007; and of MSP since 2009	Vice President of EVM and BMR. Officer of 176 registered investment companies managed by EVM or BMR.

(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 Portfolios and can be obtained without charge on Eaton Vance’s website at www.eatonvance.com or by calling 1-800-262-1122.

29

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Investment Adviser and Administrator of

Eaton Vance Diversified Income Fund

Eaton Vance Management

Two International Place

Boston, MA 02110

Principal Underwriter*

Eaton Vance Distributors, Inc.

Two International Place

Boston, MA 02110

(617) 482-8260

Custodian

State Street Bank and Trust Company

200 Clarendon Street

Boston, MA 02116

Transfer Agent

PNC Global Investment Servicing

Attn: Eaton Vance Funds

P.O. Box 9653

Providence, RI 02940-9653

(800) 262-1122

Independent Registered Public Accounting Firm

Deloitte & Touche LLP

200 Berkeley Street

Boston, MA 02116-5022

Eaton Vance Diversified Income Fund

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.

2320-12/09 DISRC

IMPORTANT NOTICES REGARDING PRIVACY,
DELIVERY OF SHAREHOLDER DOCUMENTS,
PORTFOLIO HOLDINGS AND PROXY VOTING

Privacy. The Eaton Vance organization is committed to ensuring your financial privacy. Each of the financial institutions identified below has in effect the following policy (Privacy Policy) with respect to nonpublic personal information about its customers:

•  Only such information received from you, through application forms or otherwise, and information about your Eaton Vance fund transactions will be collected. This may include information such as name, address, social security number, tax status, account balances and transactions.

•  None of such information about you (or former customers) will be disclosed to anyone, except as permitted by law (which includes disclosure to employees necessary to service your account). In the normal course of servicing a customer’s account, Eaton Vance may share information with unaffiliated third parties that perform various required services such as transfer agents, custodians and broker/dealers.

•  Policies and procedures (including physical, electronic and procedural safeguards) are in place that are designed to protect the confidentiality of such information.

•  We reserve the right to change our Privacy Policy at any time upon proper notification to you. Customers may want to review our Privacy Policy periodically for changes by accessing the link on our homepage: www.eatonvance.com.

Our pledge of privacy applies to the following entities within the Eaton Vance organization: the Eaton Vance Family of Funds, Eaton Vance Management, Eaton Vance Investment Counsel, Boston Management and Research, and Eaton Vance Distributors, Inc.

In addition, our Privacy Policy applies only to those Eaton Vance customers who are individuals and who have a direct relationship with us. If a customer’s account (i.e., fund shares) is held in the name of a third-party financial adviser/broker-dealer, it is likely that only such adviser’s privacy policies apply to the customer. This notice supersedes all previously issued privacy disclosures.

For more information about Eaton Vance’s Privacy Policy, please call 1-800-262-1122.

Delivery of Shareholder Documents. The Securities and Exchange Commission (the “SEC”) permits funds to deliver only one copy of shareholder documents, including prospectuses, proxy statements and shareholder reports, to fund investors with multiple accounts at the same residential or post office box address. This practice is often called “householding” and it helps eliminate duplicate mailings to shareholders.

Eaton Vance, or your financial adviser, may household the mailing of your documents indefinitely unless you instruct Eaton Vance, or your financial adviser, otherwise.

If you would prefer that your Eaton Vance documents not be householded, please contact Eaton Vance at 1-800-262-1122, or contact your financial adviser.

Your instructions that householding not apply to delivery of your Eaton Vance documents will be effective within 30 days of receipt by Eaton Vance or your financial adviser.

Portfolio Holdings. Each Eaton Vance Fund and its underlying Portfolio(s) (if applicable) will file a schedule of portfolio holdings on Form N-Q with the SEC for the first and third quarters of each fiscal year. The Form N-Q will be available on the Eaton Vance website at www.eatonvance.com, by calling Eaton Vance at 1-800-262-1122 or in the EDGAR database on the SEC’s website at www.sec.gov. Form N-Q may also be reviewed and copied at the SEC’s public reference room in Washington, D.C. (call 1-800-732-0330 for information on the operation of the public reference room).

Proxy Voting. From time to time, funds are required to vote proxies related to the securities held by the funds. The Eaton Vance Funds or their underlying Portfolios (if applicable) vote proxies according to a set of policies and procedures approved by the Funds’ and Portfolios’ Boards. You may obtain a description of these policies and procedures and information on how the Funds or Portfolios voted proxies relating to portfolio securities during the most recent 12 month period ended June 30, without charge, upon request, by calling 1-800-262-1122. This description is also available on the SEC’s website at www.sec.gov.

Eaton Vance Dividend Income Fund as of October 31, 2009
MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE

Economic and Market Conditions

Aamer Khan, CFA
Co-Portfolio Manager

• Although global equity markets began the fiscal year ending October 31, 2009, in free fall, stocks bounced strongly off the bottom set in early March and staged a broad-based rally that continued through the end of the 12-month period. Last fall, on the verge of a possible collapse of the global financial system, risk-averse investors reacted by streaming to the sidelines, sending stocks into a tailspin. By late winter, however, fiscal and monetary interventions by governments around the world began to fuel optimism that the financial crisis would end and global economic growth might resume.

Judith A. Saryan, CFA
Co-Portfolio Manager

• Amid prospects for a better-than-expected 2009, investor risk appetite began to return, overcoming such lingering concerns as high consumer debt levels, rising unemployment and still-depressed home prices. Corporate profits also started showing improvement, benefiting from cost-cutting and easier earnings comparisons, which further supported the equity market’s rebound. Stocks that had the biggest losses last fall, especially those lower-quality, cyclical issues farther out on the risk spectrum, tended to be those that recovered most quickly as the rally gained steam.

• From March through October 2009, the broad-based Standard & Poor’s 500 Index posted strong gains, with only a slight pull back in October ending a string of consecutive monthly gains. For the full one-year period that ended October 31, 2009, the S&P 500 posted a 9.80% return, while the blue-chip Dow Jones Industrial Average rose 7.76% and the technology-laden Nasdaq Composite Index soared 18.84%. The large-cap Russell 1000 Index returned 11.20%, while the small-cap Russell 2000 Index gained 6.46%. In terms of investment styles, growth stocks widely out-performed their counterparts in the value space.¹

Past performance is no guarantee of future results. Returns are historical and are calculated by determining the percentage change in net asset value or offering price (as applicable) with all distributions reinvested. Investment return and principal value will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Performance is for the stated time period only; due to market volatility, the Fund’s current performance may be lower or higher than the quoted return. For performance as of the most recent month end, please refer to www.eatonvance.com.

Management Discussion

• The Fund² lagged the Russell 1000 Value Index (the Index) for the 12 months ending October 31, 2009. This underperformance was mostly due to unfavorable sector allocation, with an under-representation versus the Index in financials and consumer discretionary detracting the most. Security selection in both these sectors detracted as well, particularly Fund holdings in the capital markets and hotels, restaurants and leisure industries.

• Conversely, solid stock selection within the energy and materials sectors, plus an overweighting and favorable selection in the utilities sector, helped to offset some of the Fund’s relative underperformance. The strongest contribution in terms of stock selection came from the oil, gas and consumable fuels industry.

• Consistent with the Fund’s objective of achieving total return, our primary focus is on dividend-paying stocks of companies we believe may produce attractive levels of dividend income. For example, the Fund maintained a slightly overweighted allocation to utilities and a roughly sector-neutral allocation to energy, both sectors that tend to represent significant numbers of dividend-paying stocks.

Total Return Performance
10/31/08 – 10/31/09

Class A3	0.50	%
Class C3	-0.21
Class I3	0.91
Class R3	0.29
Russell 1000 Value Index1	4.78
Lipper Equity Income Funds Average1	9.29

See page 3 for more performance information.

1	It is not possible to invest directly in an Index or a Lipper Classification. The Index’s total return does not reflect commissions or expenses that would have been incurred if an investor individually purchased or sold the securities represented in the Index. The Lipper total return is the average total return, at net asset value, of the funds that are in the same Lipper Classification as the Fund.
2	The Fund currently invests in a separately registered investment company, Dividend Income Portfolio, with the same objective and policies as the Fund. References to investments are to the Portfolio’s holdings.
3	These returns do not include the 5.75% maximum sales charge for Class A shares or the applicable contingent deferred sales charge (CDSC) for Class C shares. If sales charges were deducted, the returns would be lower. Class I and Class R shares are offered to certain investors at net asset value.

Fund shares are not insured by the FDIC and are not deposits or other obligations of, or guaranteed by, any depository institution. Shares are subject to investment risks, including possible loss of principal invested.

1

Eaton Vance Dividend Income Fund as of October 31, 2009
MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE

• Beginning with the February 2009 distribution, the Fund’s monthly distribution rate was reduced from $0.063 per share to $0.044 per share. The adjustment to the monthly distribution rate reflects the reduced amount of dividend income the Fund expects to receive due to the impact of the ongoing financial crisis on corporate dividend rates and, to a lesser extent, the increased costs of implementing the Fund’s dividend capture strategy. Since its inception, the Fund increased its monthly distribution rate three times and made one special distribution. As portfolio and market conditions change, the rate of distributions on the Fund’s shares may change as well.

• As always, we thank you for your continued confidence and participation in the Fund.

The views expressed throughout this report are those of the portfolio managers and are current only through the end of the period of the report as stated on the cover. These views are subject to change at any time based upon market or other conditions, and the investment adviser disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a fund are based on many factors, may not be relied on as an indication of trading intent on behalf of any Eaton Vance fund. Portfolio information provided in the report may not be representative of the Fund’s current or future investments and may change due to active management.

Portfolio Composition

Top 10 Holdings¹

By net assets

BP PLC ADR	3.1	%
Diamond Offshore Drilling, Inc.	2.9
Total SA	2.5
Vodafone Group PLC	2.5
Nestle SA	2.4
Occidental Petroleum Corp.	2.4
International Business Machines Corp.	2.4
BHP Billiton, Ltd. ADR	2.2
General Dynamics Corp.	2.2
Schlumberger, Ltd.	2.1

¹ Top 10 Holdings represented 24.7% of the Portfolio’s net assets as of 10/31/09. Excludes cash equivalents.

Sector Weightings²

By net assets

² As a percentage of the Portfolio’s net assets as of 10/31/09. Excludes cash equivalents.

2

Eaton Vance Dividend Income Fund as of October 31, 2009
FUND PERFORMANCE

The line graph and table set forth below provide information about the Fund’s performance. The line graph compares the performance of Class A of the Fund with that of the Russell 1000 Value Index, a broad-based, unmanaged market index of U.S. value stocks. The lines on the graph represent the total returns of a hypothetical investment of $10,000 in each of Class A and the Russell 1000 Value Index. Class A total returns are presented at net asset value and maximum public offering price. The table includes the total returns of each Class of the Fund at net asset value and maximum public offering price. The performance presented below does not reflect the deduction of taxes, if any, that a shareholder would pay on distributions or redemptions of Fund shares.

* Source: Lipper Inc. Class A of the Fund commenced investment operations on 11/30/05.

A $10,000 hypothetical investment at net asset value in Class C shares on 11/30/05 (commencement of operations), and Class I shares and Class R shares on 1/31/06 (commencement of operations) would have been valued at $9,019, $8,847, and $8,687, respectively, on 10/31/09. It is not possible to invest directly in an Index. The Index’s total returns do not reflect commissions or expenses that would have been incurred if an investor individually purchased or sold the securities represented in the Index.

Performance1	Class A			Class C			Class I			Class R
Share Class Symbol	EDIAX			EDICX			EDIIX			EDIRX
Average Annual Total Returns (at net asset value)
One Year		0.50	%		-0.21	%		0.91	%		0.29	%
Life of Fund†		-1.84			-2.60			-3.21			-3.68
SEC Average Annual Total Returns (including sales charge or applicable CDSC)
One Year		-5.27	%		-1.13	%		0.91	%		0.29	%
Life of Fund†		-3.31			-2.60			-3.21			-3.68

†

Inception Dates – Class A: 11/30/05; Class C: 11/30/05; Class I: 1/31/06; Class R: 1/31/06

1

Average Annual Total Returns do not include the 5.75% maximum sales charge for Class A shares or the applicable CDSC for Class C shares. If sales charges were deducted, returns would be lower. SEC Average Annual Total Returns for Class A reflect the maximum 5.75% sales charge. SEC returns for Class C reflect a 1% CDSC for the first year. Class I and Class R shares are offered to certain investors at net asset value.

Total Annual
Operating Expenses2	Class A			Class C			Class I			Class R
Expense Ratio		1.31	%		2.06	%		1.06	%		1.56	%

² Source: Prospectus dated 3/1/09.

Past performance is no guarantee of future results. Returns are historical and are calculated by determining the percentage change in net asset value or offering price (as applicable) with all distributions reinvested. Investment return and principal value will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Performance is for the stated time period only; due to market volatility, the Fund’s current performance may be lower or higher than the quoted return. For performance as of the most recent month end, please refer to www.eatonvance.com.

3

Eaton Vance Dividend Income Fundas of October 31, 2009

FUND EXPENSES

Example: As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchases and redemption fees (if applicable); and (2) ongoing costs, including management fees; distribution or service fees; and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 2009 – October 31, 2009).

Actual Expenses: The first section of the table below provides information about actual account values and actual expenses. You may use the information in this section, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first section under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes: The second section of the table below provides information about hypothetical account values and hypothetical expenses based on the actual Fund expense ratio and an assumed rate of return of 5% per year (before expenses), which is not the actual return of the Fund. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in your Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads) or redemption fees (if applicable). Therefore, the second section of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would be higher.

Eaton Vance Dividend Income Fund

	Beginning Account Value		Ending Account Value		Expenses Paid During Period*
	(5/1/09)		(10/31/09)		(5/1/09 – 10/31/09)
Actual
Class A		$1,000.00		$1,162.90		$7.31
Class C		$1,000.00		$1,158.00		$11.37
Class I		$1,000.00		$1,164.70		$5.89
Class R		$1,000.00		$1,159.80		$8.60
Hypothetical
(5% return per year before expenses)
Class A		$1,000.00		$1,018.50		$6.82
Class C		$1,000.00		$1,014.70		$10.61
Class I		$1,000.00		$1,019.80		$5.50
Class R		$1,000.00		$1,017.20		$8.03

*   Expenses are equal to the Fund’s annualized expense ratio of 1.34% for Class A shares, 2.09% for Class C shares, 1.08% for Class I shares and 1.58% for Class R shares, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period). The Example assumes that the $1,000 was invested at the net asset value per share determined at the close of business on April 30, 2009. The Example reflects the expenses of both the Fund and the Portfolio.

4

Eaton Vance Dividend Income Fundas of October 31, 2009

FINANCIAL STATEMENTS

Statement of Assets and Liabilities

As of October 31, 2009
Assets
Investment in Dividend Income Portfolio, at value (identified cost, $358,750,259)	$	390,523,618
Receivable for Fund shares sold		1,931,719
Total assets	$	392,455,337
Liabilities
Payable for Fund shares redeemed	$	1,089,992
Payable to affiliates:
Administration fee		51,034
Distribution and service fees		172,454
Trustees’ fees		42
Accrued expenses		145,523
Total liabilities	$	1,459,045
Net Assets	$	390,996,292
Sources of Net Assets
Paid-in capital	$	539,489,926
Accumulated net realized loss from Portfolio		(181,463,195	)
Accumulated undistributed net investment income		1,196,202
Net unrealized appreciation from Portfolio		31,773,359
Total	$	390,996,292
Class A Shares
Net Assets	$	237,033,622
Shares Outstanding		33,294,003
Net Asset Value and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	7.12
Maximum Offering Price Per Share
(100 ¸ 94.25 of net asset value per share)	$	7.55
Class C Shares
Net Assets	$	137,459,298
Shares Outstanding		19,423,322
Net Asset Value and Offering Price Per Share*
(net assets ¸ shares of beneficial interest outstanding)	$	7.08
Class I Shares
Net Assets	$	16,221,200
Shares Outstanding		2,278,817
Net Asset Value, Offering Price and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	7.12
Class R Shares
Net Assets	$	282,172
Shares Outstanding		39,648
Net Asset Value, Offering Price and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	7.12

On sales of $50,000 or more, the offering price of Class A shares is reduced.

*  Redemption price per share is equal to the net asset value less any applicable contingent deferred sales charge.

Statement of Operations

For the Year Ended
October 31, 2009
Investment Income
Dividends allocated from Portfolio (net of foreign taxes, $3,060,443)	$	28,811,525
Interest allocated from Portfolio		137,631
Expenses allocated from Portfolio		(2,416,663	)
Total investment income from Portfolio	$	26,532,493
Expenses
Administration fee		494,413
Distribution and service fees
Class A		506,149
Class C		1,221,556
Class R		1,197
Trustees’ fees and expenses		471
Custodian fee		44,222
Transfer and dividend disbursing agent fees		401,781
Legal and accounting services		25,301
Printing and postage		98,049
Registration fees		83,884
Miscellaneous		14,648
Total expenses	$	2,891,671
Net investment income	$	23,640,822
Realized and Unrealized Gain (Loss) from Portfolio
Net realized gain (loss) —
Investment transactions	$	(78,448,378	)
Foreign currency transactions		175,173
Net realized loss	$	(78,273,205	)
Change in unrealized appreciation (depreciation) —
Investments	$	65,513,537
Foreign currency		193,228
Net change in unrealized appreciation (depreciation)	$	65,706,765
Net realized and unrealized loss	$	(12,566,440	)
Net increase in net assets from operations	$	11,074,382

See notes to financial statements

5

Eaton Vance Dividend Income Fundas of October 31, 2009

FINANCIAL STATEMENTS CONT’D

Statements of Changes in Net Assets

	Year Ended			Year Ended
Increase (Decrease) in Net Assets	October 31, 2009			October 31, 2008
From operations —
Net investment income	$	23,640,822		$	26,063,479
Net realized loss from investment and foreign currency transactions		(78,273,205	)		(93,640,260	)
Net change in unrealized appreciation (depreciation) from investments and foreign currency		65,706,765			(60,995,015	)
Net increase (decrease) in net assets from operations	$	11,074,382		$	(128,571,796	)
Distributions to shareholders —
From net investment income
Class A	$	(17,145,606	)	$	(12,900,418	)
Class C		(9,599,559	)		(8,161,326	)
Class I		(401,628	)		(206,228	)
Class R		(18,873	)		(5,417	)
Total distributions to shareholders	$	(27,165,666	)	$	(21,273,389	)
Transactions in shares of beneficial interest —
Proceeds from sale of shares
Class A	$	145,772,952		$	131,458,191
Class C		63,160,011			72,364,440
Class I		14,639,983			3,192,722
Class R		430,999			62,242
Net asset value of shares issued to shareholders in payment of distributions declared
Class A		12,200,691			8,901,288
Class C		5,401,926			4,545,425
Class I		311,528			158,831
Class R		13,716			3,862
Cost of shares redeemed
Class A		(74,399,419	)		(57,747,660	)
Class C		(31,981,542	)		(26,066,612	)
Class I		(813,737	)		(2,258,800	)
Class R		(232,183	)		(34,227	)
Net increase in net assets from Fund share transactions	$	134,504,925		$	134,579,702
Net increase (decrease) in net assets	$	118,413,641		$	(15,265,483	)
Net Assets
At beginning of year	$	272,582,651		$	287,848,134
At end of year	$	390,996,292		$	272,582,651
Accumulated undistributed net investment income included in net assets
At end of year	$	1,196,202		$	4,643,766

See notes to financial statements

6

Eaton Vance Dividend Income Fundas of October 31, 2009

FINANCIAL STATEMENTS CONT’D

Financial Highlights

	Class A
	Year Ended October 31,
										Period Ended
	2009			2008			2007			October 31, 2006(1)
Net asset value — Beginning of period	$	7.720		$	12.640		$	11.410		$	10.000
Income (Loss) From Operations
Net investment income(2)	$	0.508		$	0.923		$	0.729		$	1.401
Net realized and unrealized gain (loss)		(0.523	)		(5.087	)		1.282			0.487
Total income (loss) from operations	$	(0.015	)	$	(4.164	)	$	2.011		$	1.888
Less Distributions
From net investment income	$	(0.585	)	$	(0.756	)	$	(0.781	)	$	(0.478	)
Total distributions	$	(0.585	)	$	(0.756	)	$	(0.781	)	$	(0.478	)
Net asset value — End of period	$	7.120		$	7.720		$	12.640		$	11.410
Total Return(3)		0.50	%		(34.35	)%		18.18	%		19.26	%(4)
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$	237,034		$	161,744		$	166,609		$	29,586
Ratios (as a percentage of average daily net assets):
Expenses before custodian fee reduction(5)		1.33	%		1.31	%		1.36	%		1.41	%(6)(7)
Expenses after custodian fee reduction(5)		1.33	%		1.31	%		1.36	%		1.40	%(6)(7)
Net investment income		7.49	%		8.72	%		6.00	%		14.04	%(6)(7)
Portfolio Turnover of the Portfolio		177	%		256	%		87	%		170	%(4)(8)
Portfolio Turnover of the Fund		—			—			—			35	%(4)(9)

(1)	For the period from the start of business, November 30, 2005, to October 31, 2006.
(2)	Computed using average shares outstanding.
(3)	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.
(4)	Not annualized.
(5)	Includes the Fund’s share of the Portfolio’s allocated expenses.
(6)	Annualized.
(7)	The administrator subsidized certain operating expenses (equal to 1.21% of average daily net assets for the period from the start of business, November 30, 2005, to October 31, 2006). Absent this subsidy, total return would have been lower.
(8)	For the period from the Portfolio’s start of business, March 24, 2006, to October 31, 2006.
(9)	Represents the rate of portfolio activity for the period during which the Fund was making investments directly in securities.

See notes to financial statements

7

Eaton Vance Dividend Income Fundas of October 31, 2009

FINANCIAL STATEMENTS CONT’D

Financial Highlights

	Class C
	Year Ended October 31,
										Period Ended
	2009			2008			2007			October 31, 2006(1)
Net asset value — Beginning of period	$	7.680		$	12.580		$	11.360		$	10.000
Income (Loss) From Operations
Net investment income(2)	$	0.446		$	0.837		$	0.644		$	1.322
Net realized and unrealized gain (loss)		(0.509	)		(5.061	)		1.270			0.470
Total income (loss) from operations	$	(0.063	)	$	(4.224	)	$	1.914		$	1.792
Less Distributions
From net investment income	$	(0.537	)	$	(0.676	)	$	(0.694	)	$	(0.432	)
Total distributions	$	(0.537	)	$	(0.676	)	$	(0.694	)	$	(0.432	)
Net asset value — End of period	$	7.080		$	7.680		$	12.580		$	11.360
Total Return(3)		(0.21	)%		(34.86	)%		17.31	%		18.25	%(4)
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$	137,459		$	108,613		$	118,841		$	23,105
Ratios (as a percentage of average daily net assets):
Expenses before custodian fee reduction(5)		2.08	%		2.06	%		2.11	%		2.16	%(6)(7)
Expenses after custodian fee reduction(5)		2.08	%		2.06	%		2.11	%		2.15	%(6)(7)
Net investment income		6.61	%		7.94	%		5.33	%		13.27	%(6)(7)
Portfolio Turnover of the Portfolio		177	%		256	%		87	%		170	%(4)(8)
Portfolio Turnover of the Fund		—			—			—			35	%(4)(9)

(1)	For the period from the start of business, November 30, 2005, to October 31, 2006.
(2)	Computed using average shares outstanding.
(3)	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.
(4)	Not annualized.
(5)	Includes the Fund’s share of the Portfolio’s allocated expenses.
(6)	Annualized.
(7)	The administrator subsidized certain operating expenses (equal to 1.21% of average daily net assets for the period from the start of business, November 30, 2005, to October 31, 2006). Absent this subsidy, total return would have been lower.
(8)	For the period from the Portfolio’s start of business, March 24, 2006, to October 31, 2006.
(9)	Represents the rate of portfolio activity for the period during which the Fund was making investments directly in securities.

See notes to financial statements

8

Eaton Vance Dividend Income Fundas of October 31, 2009

FINANCIAL STATEMENTS CONT’D

Financial Highlights

	Class I
	Year Ended October 31,
										Period Ended
	2009			2008			2007			October 31, 2006(1)
Net asset value — Beginning of period	$	7.710		$	12.640		$	11.410		$	10.610
Income (Loss) From Operations
Net investment income(2)	$	0.527		$	0.977		$	0.831		$	1.912
Net realized and unrealized gain (loss)		(0.513	)		(5.125	)		1.209			(0.614	)(3)
Total income (loss) from operations	$	0.014		$	(4.148	)	$	2.040		$	1.298
Less Distributions
From net investment income	$	(0.604	)	$	(0.782	)	$	(0.810	)	$	(0.498	)
Total distributions	$	(0.604	)	$	(0.782	)	$	(0.810	)	$	(0.498	)
Net asset value — End of period	$	7.120		$	7.710		$	12.640		$	11.410
Total Return(4)		0.91	%		(34.28	)%		18.45	%		12.62	%(5)
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$	16,221		$	2,155		$	2,317		$	1,098
Ratios (as a percentage of average daily net assets):
Expenses before custodian fee reduction(6)		1.08	%		1.06	%		1.11	%		1.16	%(7)(8)
Expenses after custodian fee reduction(6)		1.08	%		1.06	%		1.11	%		1.15	%(7)(8)
Net investment income		7.59	%		9.20	%		6.87	%		25.28	%(7)(8)
Portfolio Turnover of the Portfolio		177	%		256	%		87	%		170	%(5)(9)
Portfolio Turnover of the Fund		—			—			—			35	%(5)(10)

(1)	For the period from the initial issuance of Class I shares, January 31, 2006, to October 31, 2006.
(2)	Computed using average shares outstanding.
(3)	The per share amount is not in accord with the net realized and unrealized gain (loss) for the period because of the timing of sales of Fund shares and the amount of the per share realized and unrealized gains and losses at such time.
(4)	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested.
(5)	Not annualized.
(6)	Includes the Fund’s share of the Portfolio’s allocated expenses.
(7)	Annualized.
(8)	The administrator subsidized certain operating expenses (equal to 1.21% of average daily net assets for the period from the initial issuance of Class I shares, January 31, 2006, to October 31, 2006). Absent this subsidy, total return would have been lower.
(9)	For the period from the Portfolio’s start of business, March 24, 2006, to October 31, 2006.
(10)	Represents the rate of portfolio activity for the period during which the Fund was making investments directly in securities.

See notes to financial statements

9

Eaton Vance Dividend Income Fundas of October 31, 2009

FINANCIAL STATEMENTS CONT’D

Financial Highlights

	Class R
	Year Ended October 31,
										Period Ended
	2009			2008			2007			October 31, 2006(1)
Net asset value — Beginning of period	$	7.720		$	12.660		$	11.400		$	10.610
Income (Loss) From Operations
Net investment income(2)	$	0.528		$	0.847		$	0.788		$	1.162
Net realized and unrealized gain (loss)		(0.557	)		(5.057	)		1.222			0.090
Total income (loss) from operations	$	(0.029	)	$	(4.210	)	$	2.010		$	1.252
Less Distributions
From net investment income	$	(0.571	)	$	(0.730	)	$	(0.750	)	$	(0.462	)
Total distributions	$	(0.571	)	$	(0.730	)	$	(0.750	)	$	(0.462	)
Net asset value — End of period	$	7.120		$	7.720		$	12.660		$	11.400
Total Return(3)		0.29	%		(34.63	)%		18.15	%		12.15	%(4)
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$	282		$	71		$	81		$	28
Ratios (as a percentage of average daily net assets):
Expenses before custodian fee reduction(5)		1.58	%		1.56	%		1.61	%		1.66	%(6)(7)
Expenses after custodian fee reduction(5)		1.58	%		1.56	%		1.61	%		1.65	%(6)(7)
Net investment income		7.88	%		8.05	%		6.51	%		14.30	%(6)(7)
Portfolio Turnover of the Portfolio		177	%		256	%		87	%		170	%(4)(8)
Portfolio Turnover of the Fund		—			—			—			35	%(4)(9)

(1)	For the period from the initial issuance of Class R shares, January 31, 2006, to October 31, 2006.
(2)	Computed using average shares outstanding.
(3)	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested.
(4)	Not annualized.
(5)	Includes the Fund’s share of the Portfolio’s allocated expenses.
(6)	Annualized.
(7)	The administrator subsidized certain operating expenses (equal to 1.21% of average daily net assets for the period from the initial issuance of Class R shares, January 31, 2006, to October 31, 2006). Absent this subsidy, total return would have been lower.
(8)	For the period from the Portfolio’s start of business, March 24, 2006, to October 31, 2006.
(9)	Represents the rate of portfolio activity for the period during which the Fund was making investments directly in securities.

See notes to financial statements

10

Eaton Vance Dividend Income Fundas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS

1Significant Accounting Policies

Eaton Vance Dividend Income Fund (the Fund) is a diversified series of Eaton Vance Mutual Funds Trust (the Trust). The Trust is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company. The Fund offers four classes of shares. Class A shares are generally sold subject to a sales charge imposed at time of purchase. Class C shares are sold at net asset value and are generally subject to a contingent deferred sales charge (see Note 5). Class I and Class R shares are sold at net asset value and are not subject to a sales charge. Each class represents a pro-rata interest in the Fund, but votes separately on class-specific matters and (as noted below) is subject to different expenses. Realized and unrealized gains and losses and net investment income and losses, other than class-specific expenses, are allocated daily to each class of shares based on the relative net assets of each class to the total net assets of the Fund. Each class of shares differs in its distribution plan and certain other class-specific expenses. The Fund invests all of its investable assets in interests in Dividend Income Portfolio (the Portfolio), a New York trust, having the same investment objective and policies as the Fund. The value of the Fund’s investment in the Portfolio reflects the Fund’s proportionate interest in the net assets of the Portfolio (95.7% at October 31, 2009). The performance of the Fund is directly affected by the performance of the Portfolio. The financial statements of the Portfolio, including the portfolio of investments, are included elsewhere in this report and should be read in conjunction with the Fund’s financial statements.

The following is a summary of significant accounting policies of the Fund. The policies are in conformity with accounting principles generally accepted in the United States of America. A source of authoritative accounting principles applied in the preparation of the Fund’s financial statements is the Financial Accounting Standards Board (FASB) Accounting Standards Codification (the Codification), which superseded existing non-Securities and Exchange Commission accounting and reporting standards for interim and annual reporting periods ending after September 15, 2009. The adoption of the Codification for the current reporting period did not impact the Fund’s application of generally accepted accounting principles.

AInvestment Valuation — Valuation of securities by the Portfolio is discussed in Note 1A of the Portfolio’s Notes to Financial Statements, which are included elsewhere in this report.

BIncome — The Fund’s net investment income or loss consists of the Fund’s pro-rata share of the net investment income or loss of the Portfolio less all actual and accrued expenses of the Fund.

CFederal Taxes — The Fund’s policy is to comply with the provisions of the Internal Revenue Code applicable to regulated investment companies and to distribute to shareholders each year substantially all of its net investment income, and all or substantially all of its net realized capital gains. Accordingly, no provision for federal income or excise tax is necessary.

At October 31, 2009, the Fund, for federal income tax purposes, had a capital loss carryforward of $173,940,044 which will reduce its taxable income arising from future net realized gains on investment transactions, if any, to the extent permitted by the Internal Revenue Code, and thus will reduce the amount of distributions to shareholders, which would otherwise be necessary to relieve the Fund of any liability for federal income or excise tax. Such capital loss carryforward will expire on October 31, 2014 ($1,311,256), October 31, 2015 ($8,547,018), October 31, 2016 ($89,543,701) and October 31, 2017 ($74,538,069).

As of October 31, 2009, the Fund had no uncertain tax positions that would require financial statement recognition, de-recognition, or disclosure. Each of the Fund’s federal tax returns filed in the 3-year period ended October 31, 2009 remains subject to examination by the Internal Revenue Service.

DExpenses — The majority of expenses of the Trust are directly identifiable to an individual fund. Expenses which are not readily identifiable to a specific fund are allocated taking into consideration, among other things, the nature and type of expense and the relative size of the funds.

EExpense Reduction — State Street Bank and Trust Company (SSBT) serves as custodian of the Fund. Pursuant to the custodian agreement, SSBT receives a fee reduced by credits, which are determined based on the average daily cash balance the Fund maintains with SSBT. All credit balances, if any, used to reduce the Fund’s custodian fees are reported as a reduction of expenses in the Statement of Operations.

FUse 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.

11

Eaton Vance Dividend Income Fundas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

GIndemnifications — Under the Trust’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 Fund, and shareholders are indemnified against personal liability for the obligations of the Trust. Additionally, in the normal course of business, the Fund enters into agreements with service providers that may contain indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred.

HOther — Investment transactions are accounted for on a trade date basis. Dividends to shareholders are recorded on the ex-dividend date.

2Distributions to Shareholders

It is the present policy of the Fund to make monthly distributions of all or substantially all of its net investment income and to distribute annually all or substantially all of its net realized capital gains (reduced by available capital loss carryforwards from prior years, if any). Distributions are declared separately for each class of shares. Shareholders may reinvest income and capital gain distributions in additional shares of the same class of the Fund at the net asset value as of the ex-dividend date or, at the election of the shareholder, receive distributions in cash. The Fund distinguishes between distributions on a tax basis and a financial reporting basis. Accounting principles generally accepted in the United States of America require that only distributions in excess of tax basis earnings and profits be reported in the financial statements as a return of capital. Permanent differences between book and tax accounting relating to distributions are reclassified to paid-in capital. For tax purposes, distributions from short-term capital gains are considered to be from ordinary income.

The tax character of distributions declared for the years ended October 31, 2009 and October 31, 2008 was as follows:

	Year Ended October 31,
	2009		2008
Distributions declared from:
Ordinary income	$	27,165,666	$	21,273,389

During the year ended October 31, 2009, accumulated net realized loss was increased by $77,280 and accumulated undistributed net investment income was increased by $77,280 due to differences between book and tax accounting, primarily for foreign currency gain (loss) and distributions from real estate investment trusts (REITS). These reclassifications had no effect on the net assets or net asset value per share of the Fund.

As of October 31, 2009, the components of distributable earnings (accumulated losses) and unrealized appreciation (depreciation) on a tax basis were as follows:

Undistributed ordinary income	$	1,196,202
Capital loss carryforward	$	(173,940,044	)
Net unrealized appreciation	$	24,250,208

The differences between components of distributable earnings (accumulated losses) on a tax basis and the amounts reflected in the Statement of Assets and Liabilities are primarily due to wash sales and partnership allocations.

3Transactions with Affiliates

The administration fee is earned by Eaton Vance Management (EVM) as compensation for administrative services rendered to the Fund. The fee is computed at an annual rate of 0.15% of the Fund’s average daily net assets. For the year ended October 31, 2009, the administration fee amounted to $494,413. The Portfolio has engaged Boston Management and Research (BMR), a subsidiary of EVM, to render investment advisory services. See Note 2 of the Portfolio’s Notes to Financial Statements which are included elsewhere in this report.

EVM serves as the sub-transfer agent of the Fund and receives from the transfer agent an aggregate fee based upon the actual expenses incurred by EVM in the performance of these services. For the year ended October 31, 2009, EVM earned $19,030 in sub-transfer agent fees. The Fund was informed that Eaton Vance Distributors, Inc. (EVD), an affiliate of EVM and the Fund’s principal underwriter, received $194,998 as its portion of the sales charge on sales of Class A shares for the year ended October 31, 2009. EVD also received distribution and service fees from Class A, Class C and Class R shares (see Note 4) and contingent deferred sales charges (see Note 5).

Except for Trustees of the Fund and the Portfolio who are not members of EVM’s or BMR’s organizations, officers and Trustees receive remuneration for their services to the Fund out of the investment adviser fee. Certain officers and Trustees of the Fund and the Portfolio are officers of the above organizations.

4Distribution Plans

The Fund has in effect a distribution plan for Class A shares (Class A Plan) pursuant to Rule 12b-1 under the 1940 Act. The Class A Plan provides that the Fund will pay EVD a distribution and service fee of 0.25% per annum of its average daily net assets attributable to Class A shares

12

Eaton Vance Dividend Income Fundas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

for distribution services and facilities provided to the Fund by EVD, as well as for personal services and/or the maintenance of shareholder accounts. Distribution and service fees paid or accrued to EVD for the year ended October 31, 2009 amounted to $506,149 for Class A shares.

The Fund also has in effect distribution plans for Class C shares (Class C Plan) and Class R shares (Class R Plan) pursuant to Rule 12b-1 under the 1940 Act. The Class C Plan requires the Fund to pay EVD amounts equal to 0.75% per annum of its average daily net assets attributable to Class C shares for providing ongoing distribution services and facilities to the Fund. The Fund will automatically discontinue payments to EVD during any period in which there are no outstanding Uncovered Distribution Charges, which are equivalent to the sum of (i) 6.25% of the aggregate amount received by the Fund for Class C shares sold, plus (ii) interest calculated by applying the rate of 1% over the prevailing prime rate to the outstanding balance of Uncovered Distribution Charges of EVD of Class C, reduced by the aggregate amount of contingent deferred sales charges (see Note 5) and amounts theretofore paid or payable to EVD. For the year ended October 31, 2009, the Fund paid or accrued to EVD $916,167 for Class C shares, representing 0.75% of the average daily net assets of Class C shares. At October 31, 2009, the amount of Uncovered Distribution Charges of EVD calculated under the Class C Plan was approximately $11,343,000.

The Class R Plan requires the Fund to pay EVD an amount equal to 0.50% per annum of its average daily net assets attributable to Class R shares for providing ongoing distribution services and facilities to the Fund. The Trustees of the Trust have currently limited Class R distribution payments to 0.25% per annum of the average daily net assets attributable to Class R shares. For the year ended October 31, 2009, the Fund paid or accrued to EVD $599, representing 0.25% of the average daily net assets of Class R shares.

The Class C and Class R Plans also authorize the Fund to make payments of service fees to EVD, financial intermediaries and other persons in amounts not exceeding 0.25% per annum of its average daily net assets attributable to that class. Service fees paid or accrued are for personal services and/or the maintenance of shareholder accounts. They are separate and distinct from the sales commissions and distribution fees payable to EVD and, as such, are not subject to automatic discontinuance when there are no outstanding Uncovered Distribution Charges of EVD. Service fees paid or accrued for the year ended October 31, 2009 amounted to $305,389 and $598 for Class C and Class R shares, respectively.

5Contingent Deferred Sales Charges

A contingent deferred sales charge (CDSC) of 1% generally is imposed on redemptions of Class C shares made within one year of purchase. Class A shares may be subject to a 1% CDSC if redeemed within 18 months of purchase (depending on the circumstances of purchase). Generally, the CDSC is based upon the lower of the net asset value at date of redemption or date of purchase. No charge is levied on shares acquired by reinvestment of dividends or capital gain distributions. No CDSC is levied on shares which have been sold to EVM or its affiliates or to their respective employees or clients and may be waived under certain other limited conditions. CDSCs received on Class C redemptions are paid to EVD to reduce the amount of Uncovered Distribution Charges calculated under the Fund’s Class C Plan. CDSCs received on Class C redemptions when no Uncovered Distribution Charges exist are credited to the Fund. For the year ended October 31, 2009, the Fund was informed that EVD received approximately $40,000 and $28,000 of CDSCs paid by Class A and Class C shareholders, respectively.

6Investment Transactions

For the year ended October 31, 2009, increases and decreases in the Fund’s investment in the Portfolio aggregated $177,216,723 and $71,208,754, respectively.

7Shares of Beneficial Interest

The Fund’s Declaration of Trust permits the Trustees to issue an unlimited number of full and fractional shares of beneficial interest (without par value). Such shares may be issued in a number of different series (such as the Fund) and classes. Transactions in Fund shares were as follows:

	Year Ended October 31,
Class A	2009			2008
Sales		21,465,959			12,654,295
Issued to shareholders electing to receive payments of distributions in Fund shares		1,796,280			861,638
Redemptions		(10,931,998	)		(5,731,544	)
Net increase		12,330,241			7,784,389
	Year Ended October 31,
Class C	2009			2008
Sales		9,267,293			6,923,696
Issued to shareholders electing to receive payments of distributions in Fund shares		799,660			442,114
Redemptions		(4,794,263	)		(2,661,168	)
Net increase		5,272,690			4,704,642

13

Eaton Vance Dividend Income Fundas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

	Year Ended October 31,
Class I	2009			2008
Sales		2,077,838			294,565
Issued to shareholders electing to receive payments of distributions in Fund shares		44,723			15,405
Redemptions		(123,107	)		(213,957	)
Net increase		1,999,454			96,013
	Year Ended October 31,
Class R	2009			2008
Sales		63,019			6,028
Issued to shareholders electing to receive payments of distributions in Fund shares		2,037			377
Redemptions		(34,557	)		(3,636	)
Net increase		30,499			2,769

8Review for Subsequent Events

In connection with the preparation of the financial statements of the Fund as of and for the year ended October 31, 2009, events and transactions subsequent to October 31, 2009 through December 18, 2009, the date the financial statements were issued, have been evaluated by the Fund’s management for possible adjustment and/or disclosure. Management has not identified any subsequent events requiring financial statement disclosure as of the date these financial statements were issued.

14

Eaton Vance Dividend Income Fundas of October 31, 2009

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Trustees of Eaton Vance Mutual Funds
Trust and Shareholders of Eaton Vance Dividend
Income Fund:

We have audited the accompanying statement of assets and liabilities of Eaton Vance Dividend Income Fund (the “Fund”) (one of the funds constituting Eaton Vance Mutual Funds Trust) as of October 31, 2009, 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 financial highlights for each of the three years in the period then ended and the period from the start of business, November 30, 2005, to October 31, 2006. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the 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 financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Eaton Vance Dividend Income Fund as of October 31, 2009, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the three years in the period then ended and the period from the start of business, November 30, 2005, to October 31, 2006, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 18, 2009

15

Eaton Vance Dividend Income Fundas of October 31, 2009

FEDERAL TAX INFORMATION (Unaudited)

The Form 1099-DIV you receive in January 2010 will show the tax status of all distributions paid to your account in calendar year 2009. Shareholders are advised to consult their own tax adviser with respect to the tax consequences of their investment in the Fund. As required by the Internal Revenue Code regulations, shareholders must be notified within 60 days of the Fund’s fiscal year end regarding the status of qualified dividend income for individuals and the dividends received deduction for corporations.

Qualified Dividend Income — The Fund designates $17,913,419 or up to the maximum amount of such dividends allowable pursuant to the Internal Revenue Code, as qualified dividend income eligible for the reduced tax rate of 15%.

Dividends Received Deduction — Corporate shareholders are generally entitled to take the dividends received deduction on the portion of the Fund’s dividend distribution that qualifies under tax law. For the Fund’s fiscal 2009 ordinary income dividends, 11.46% qualifies for the corporate dividends received deduction.

16

Dividend Income Portfolioas of October 31, 2009

PORTFOLIO OF INVESTMENTS

Common Stocks — 94.5%
Security	Shares		Value
Aerospace & Defense — 2.2%
General Dynamics Corp.		140,000	$	8,778,000
			$	8,778,000
Capital Markets — 4.3%
Bank of New York Mellon Corp. (The)		135,000	$	3,599,100
Goldman Sachs Group, Inc.		50,000		8,508,500
Northern Trust Corp.		110,000		5,527,500
			$	17,635,100
Commercial Banks — 5.3%
Banco Santander Brasil SA(1)		150,000	$	1,779,000
HSBC Holdings PLC ADR		150,000		8,308,500
PNC Financial Services Group, Inc.		91,000		4,453,540
U.S. Bancorp		312,907		7,265,701
			$	21,806,741
Computers & Peripherals — 4.5%
Hewlett-Packard Co.		180,000	$	8,542,800
International Business Machines Corp.		79,781		9,622,386
			$	18,165,186
Construction & Engineering — 3.0%
Bouygues SA		75,000	$	3,531,921
Fluor Corp.		32,000		1,421,440
Vinci SA		140,000		7,306,328
			$	12,259,689
Diversified Telecommunication Services — 7.9%
AT&T, Inc.		312,530	$	8,022,645
CenturyTel, Inc.		206,004		6,686,890
France Telecom SA		310,000		7,681,423
Verizon Communications, Inc.		201,109		5,950,815
Windstream Corp.		420,000		4,048,800
			$	32,390,573
Energy Equipment & Services — 5.0%
Diamond Offshore Drilling, Inc.		123,000	$	11,715,750
Schlumberger, Ltd.		140,559		8,742,770
			$	20,458,520
Food & Staples Retailing — 3.7%
CVS Caremark Corp.		210,000	$	7,413,000
Wal-Mart Stores, Inc.		152,800		7,591,104
			$	15,004,104
Food Products — 2.4%
Nestle SA		214,587	$	9,978,630
			$	9,978,630
Health Care Equipment & Supplies — 1.6%
Covidien PLC		152,400	$	6,419,088
			$	6,419,088
Hotels, Restaurants & Leisure — 2.0%
McDonald’s Corp.		136,400	$	7,994,404
			$	7,994,404
Household Durables — 1.5%
Whirlpool Corp.		83,000	$	5,941,970
			$	5,941,970
Household Products — 0.9%
Procter & Gamble Co.		65,000	$	3,770,000
			$	3,770,000
Insurance — 8.7%
Lincoln National Corp.		165,000	$	3,931,950
MetLife, Inc.		240,000		8,167,200
Prudential Financial, Inc.		185,000		8,367,550
Travelers Companies, Inc. (The)		166,692		8,299,595
Zurich Financial Services AG		30,000		6,869,774
			$	35,636,069
Media — 1.0%
Walt Disney Co. (The)		150,000	$	4,105,500
			$	4,105,500
Metals & Mining — 2.2%
BHP Billiton, Ltd. ADR		135,000	$	8,853,300
			$	8,853,300

See notes to financial statements

17

Dividend Income Portfolioas of October 31, 2009

PORTFOLIO OF INVESTMENTS CONT’D

Security	Shares		Value
Multi-Utilities — 4.0%
CMS Energy Corp.		275,000	$	3,657,500
GDF Suez		206,000		8,612,335
PG&E Corp.		100,000		4,089,000
			$	16,358,835
Multiline Retail — 2.8%
JC Penney Co., Inc.		115,000	$	3,809,950
Target Corp.		158,817		7,691,507
			$	11,501,457
Oil, Gas & Consumable Fuels — 12.9%
BP PLC ADR		225,000	$	12,739,500
Chevron Corp.		53,300		4,079,582
ENI SpA		335,000		8,296,873
Exxon Mobil Corp.		53,529		3,836,424
Hess Corp.		65,000		3,558,100
Occidental Petroleum Corp.		131,160		9,952,421
Total SA		173,000		10,352,372
			$	52,815,272
Personal Products — 1.2%
Avon Products, Inc.		150,000	$	4,807,500
			$	4,807,500
Pharmaceuticals — 6.9%
Abbott Laboratories		158,000	$	7,990,060
Johnson & Johnson		116,785		6,896,154
Merck & Co., Inc.		51,967		1,607,340
Novartis AG ADR		84,000		4,363,800
Pfizer, Inc.		100,000		1,703,000
Schering-Plough Corp.		200,000		5,640,000
			$	28,200,354
Real Estate Investment Trusts (REITs) — 1.2%
Annaly Capital Management, Inc.		300,000	$	5,073,000
			$	5,073,000
Road & Rail — 2.6%
Canadian Pacific Railway, Ltd.		150,000	$	6,466,500
Union Pacific Corp.		75,000		4,135,500
			$	10,602,000
Semiconductors & Semiconductor Equipment — 1.0%
Analog Devices, Inc.		156,348	$	4,007,199
			$	4,007,199
Specialty Retail — 1.1%
Buckle, Inc. (The)		145,000	$	4,351,450
			$	4,351,450
Tobacco — 2.1%
Philip Morris International, Inc.		182,845	$	8,659,539
			$	8,659,539
Wireless Telecommunication Services — 2.5%
Vodafone Group PLC		4,600,000	$	10,137,603
			$	10,137,603
Total Common Stocks
(identified cost $351,844,856)			$	385,711,083
Short-Term Investments — 5.2%
	Interest
Description	(000’s omitted)		Value
Cash Management Portfolio, 0.00%(2)	$	21,361	$	21,360,772
Total Short-Term Investments
(identified cost $21,360,772)			$	21,360,772
Total Investments — 99.7%
(identified cost $373,205,628)			$	407,071,855
Other Assets, Less Liabilities — 0.3%			$	1,127,828
Net Assets — 100.0%			$	408,199,683

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

ADR - American Depositary Receipt

(1)	Non-income producing security.
(2)	Affiliated investment company available to Eaton Vance portfolios and funds which invests in high quality, U.S. dollar denominated money market instruments. The rate shown is the annualized seven-day yield as of October 31, 2009.

See notes to financial statements

18

Dividend Income Portfolioas of October 31, 2009

PORTFOLIO OF INVESTMENTS CONT’D

Country Concentration of Portfolio
	Percentage
Country	of Net Assets			Value
United States		81.4	%	$	332,525,596
France		9.2			37,484,379
Switzerland		4.1			16,848,404
United Kingdom		2.5			10,137,603
Italy		2.0			8,296,873
Brazil		0.5			1,779,000
Total Investments		99.7	%	$	407,071,855

See notes to financial statements

19

Dividend Income Portfolioas of October 31, 2009

FINANCIAL STATEMENTS

Statement of Assets and Liabilities

As of October 31, 2009
Assets
Unaffiliated investments, at value (identified cost, $351,844,856)	$	385,711,083
Affiliated investment, at value (identified cost, $21,360,772)		21,360,772
Dividends receivable		2,342,174
Tax reclaims receivable		1,305,064
Total assets	$	410,719,093
Liabilities
Payable for investments purchased	$	2,163,498
Payable to affiliates:
Investment adviser fee		231,237
Trustees’ fees		1,243
Accrued expenses		123,432
Total liabilities	$	2,519,410
Net Assets applicable to investors’ interest in Portfolio	$	408,199,683
Sources of Net Assets
Net proceeds from capital contributions and withdrawals	$	374,308,490
Net unrealized appreciation		33,891,193
Total	$	408,199,683

Statement of Operations

For the Year Ended
October 31, 2009
Investment Income
Dividends (net of foreign taxes, $3,213,740)	$	30,257,928
Interest income allocated from affiliated investment		145,428
Expenses allocated from affiliated investment		(89,406	)
Total investment income	$	30,313,950
Expenses
Investment adviser fee	$	2,155,706
Trustees’ fees and expenses		15,571
Custodian fee		230,432
Legal and accounting services		36,525
Miscellaneous		13,416
Total expenses	$	2,451,650
Deduct —
Reduction of custodian fee		24
Total expense reductions	$	24
Net expenses	$	2,451,626
Net investment income	$	27,862,324
Realized and Unrealized Gain (Loss)
Net realized gain (loss) —
Investment transactions	$	(83,044,315	)
Foreign currency transactions		182,171
Net realized loss	$	(82,862,144	)
Change in unrealized appreciation (depreciation) —
Investments	$	68,741,901
Foreign currency		203,299
Net change in unrealized appreciation (depreciation)	$	68,945,200
Net realized and unrealized loss	$	(13,916,944	)
Net increase in net assets from operations	$	13,945,380

See notes to financial statements

20

Dividend Income Portfolioas of October 31, 2009

FINANCIAL STATEMENTS CONT’D

Statements of Changes in Net Assets

Increase (Decrease)	Year Ended			Year Ended
in Net Assets	October 31, 2009			October 31, 2008
From operations —
Net investment income	$	27,862,324		$	31,095,800
Net realized loss from investment and foreign currency transactions		(82,862,144	)		(99,988,068	)
Net change in unrealized appreciation (depreciation) from investments and foreign currency		68,945,200			(67,002,672	)
Net increase (decrease) in net assets from operations	$	13,945,380		$	(135,894,940	)
Capital transactions —
Contributions	$	179,918,700		$	210,949,684
Withdrawals		(75,467,439	)		(101,490,492	)
Net increase in net assets from capital transactions	$	104,451,261		$	109,459,192
Net increase (decrease) in net assets	$	118,396,641		$	(26,435,748	)
Net Assets
At beginning of year	$	289,803,042		$	316,238,790
At end of year	$	408,199,683		$	289,803,042

See notes to financial statements

21

Dividend Income Portfolioas of October 31, 2009

FINANCIAL STATEMENTS CONT’D

Supplementary Data

	Year Ended October 31,
										Period Ended
	2009			2008			2007			October 31, 2006(1)
Ratios/Supplemental Data
Ratios (as a percentage of average daily net assets):
Expenses(2)		0.73	%		0.75	%		0.76	%		0.88	%(3)
Net investment income		8.04	%		9.27	%		6.77	%		15.44	%(3)
Portfolio Turnover		177	%		256	%		87	%		170	%(4)
Total Return		1.11	%		(33.97	)%		18.88	%		10.33	%(4)
Net assets, end of period (000’s omitted)	$	408,200		$	289,803		$	316,239		$	74,638

(1)	For the period from the start of business, March 24, 2006, to October 31, 2006.
(2)	Excludes the effect of custody fee credits, if any, of less than 0.005%.
(3)	Annualized.
(4)	Not annualized.

See notes to financial statements

22

Dividend Income Portfolioas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS

1Significant Accounting Policies

Dividend Income Portfolio (the Portfolio) is a New York trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as a diversified, open-end management investment company. The Portfolio’s investment objective is to achieve total return by investing primarily in a diversified portfolio of equity securities that pay dividends. The Declaration of Trust permits the Trustees to issue interests in the Portfolio. At October 31, 2009, Eaton Vance Dividend Income Fund held a 95.7% interest 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 source of authoritative accounting principles applied in the preparation of the Portfolio’s financial statements is the Financial Accounting Standards Board (FASB) Accounting Standards Codification (the Codification), which superseded existing non-Securities and Exchange Commission accounting and reporting standards for interim and annual reporting periods ending after September 15, 2009. The adoption of the Codification for the current reporting period did not impact the Portfolio’s application of generally accepted accounting principles.

AInvestment Valuation — Equity securities (including common shares of closed-end investment companies) listed on a U.S. securities exchange generally are valued at the last sale price on the day of valuation or, if no sales took place on such date, at the mean between the closing bid and asked prices therefore on the exchange where such securities are principally traded. Equity securities listed on the NASDAQ Global or Global Select Market generally are valued at the NASDAQ official closing price. Unlisted or listed securities for which closing sales prices or closing quotations are not available are valued at the mean between the latest available bid and asked prices or, in the case of preferred equity securities that are not listed or traded in the over-the-counter market, by a third party pricing service that will use various techniques that consider factors including, but not limited to, prices or yields of securities with similar characteristics, benchmark yields, broker/dealer quotes, quotes of underlying common stock, issuer spreads, as well as industry and economic events. Short-term debt securities with a remaining maturity of sixty days or less are generally valued at amortized cost, which approximates market value. Foreign securities and currencies are valued in U.S. dollars, based on foreign currency exchange rate quotations supplied by a third party pricing service. The pricing service uses a proprietary model to determine the exchange rate. Inputs to the model include reported trades and implied bid/ask spreads. The daily valuation of exchange-traded foreign securities generally is determined as of the close of trading on the principal exchange on which such securities trade. Events occurring after the close of trading on foreign exchanges may result in adjustments to the valuation of foreign securities to more accurately reflect their fair value as of the close of regular trading on the New York Stock Exchange. When valuing foreign equity securities that meet certain criteria, the Trustees have approved the use of a fair value service that values such securities to reflect market trading that occurs after the close of the applicable foreign markets of comparable securities or other instruments that have a strong correlation to the fair-valued securities. Investments for which valuations or market quotations are not readily available or are deemed unreliable are valued at fair value using methods determined in good faith by or at the direction of the Trustees of the Portfolio in a manner that most fairly reflects the security’s value, or the amount that the Portfolio might reasonably expect to receive for the security upon its current sale in the ordinary course. Each such determination is based on a consideration of all relevant factors, which are likely to vary from one pricing context to another. These factors may include, but are not limited to, the type of security, the existence of any contractual restrictions on the security’s disposition, the price and extent of public trading in similar securities of the issuer or of comparable companies 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.

The Portfolio may invest in Cash Management Portfolio (Cash Management), an affiliated investment company managed by Boston Management and Research (BMR), a subsidiary of Eaton Vance Management (EVM). Cash Management generally values its investment securities utilizing the amortized cost valuation technique permitted by Rule 2a-7 under the 1940 Act, pursuant to which Cash Management must comply with certain conditions. This technique involves initially valuing a portfolio security at its cost and thereafter assuming a constant amortization to maturity of any discount or premium. If amortized cost is determined not to approximate fair value, Cash Management may value its investment securities based on available market quotations provided by a third party pricing service.

BInvestment 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.

CIncome — Dividend income is recorded on the ex-dividend date for dividends received in cash and/or

23

Dividend Income Portfolioas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

securities. However, if the ex-dividend date has passed, certain dividends from foreign securities are recorded as the Portfolio is informed of the ex-dividend date. Withholding taxes on foreign dividends and capital gains have been provided for in accordance with the Portfolio’s understanding of the applicable countries’ tax rules and rates. Interest income is recorded on the basis of interest accrued, adjusted for amortization of premium or accretion of discount.

DFederal 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 October 31, 2009, the Portfolio had no uncertain tax positions that would require financial statement recognition, de-recognition, or disclosure. Each of the Portfolio’s federal tax returns filed in the 3-year period ended October 31, 2009 remains subject to examination by the Internal Revenue Service.

EExpense 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.

FForeign Currency Translation — Investment valuations, other assets, and liabilities initially expressed in foreign currencies are translated each business day into U.S. dollars based upon current exchange rates. Purchases and sales of foreign investment securities and income and expenses denominated in foreign currencies are translated into U.S. dollars based upon currency exchange rates in effect on the respective dates of such transactions. Recognized gains or losses on investment transactions attributable to changes in foreign currency exchange rates are recorded for financial statement purposes as net realized gains and losses on investments. That portion of unrealized gains and losses on investments that results from fluctuations in foreign currency exchange rates is not separately disclosed.

GUse 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.

HIndemnifications — 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.

2Investment Adviser Fee and Other Transactions with Affiliates

The investment adviser fee is earned by BMR, a subsidiary of EVM, as compensation for investment advisory services rendered to the Portfolio. The fee is computed at an annual rate of 0.65% of the Portfolio’s average daily net assets up to $500 million and at reduced rates as daily net assets exceed that level, and is payable monthly. The portion of the adviser fee payable by Cash Management on the Portfolio’s investment of cash therein is credited against the Portfolio’s investment adviser fee. For the year ended October 31, 2009, the Portfolio’s investment adviser fee totaled $2,240,814 of which $85,108 was allocated from Cash Management and $2,155,706 was paid or accrued directly by the Portfolio. For the year ended October 31, 2009, the Portfolio’s investment adviser fee, including the portion allocated from Cash Management, was 0.65% of the Portfolio’s average daily net assets.

24

Dividend Income Portfolioas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

During the year ended October 31, 2009, BMR reimbursed the Portfolio $3,417 for a trading error incurred. The effect of the loss incurred and the reimbursement by BMR of such amount had no impact on total return.

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 year ended October 31, 2009, no significant amounts have been deferred. Certain officers and Trustees of the Portfolio are officers of the above organizations.

3Purchases and Sales of Investments

Purchases and sales of investments, other than short-term obligations, aggregated $700,522,488 and $577,591,525, respectively, for the year ended October 31, 2009.

4Federal Income Tax Basis of Investments

The cost and unrealized appreciation (depreciation) of investments of the Portfolio at October 31, 2009, as determined on a federal income tax basis, were as follows:

Aggregate cost	$	380,491,420
Gross unrealized appreciation	$	33,244,069
Gross unrealized depreciation		(6,663,634	)
Net unrealized appreciation	$	26,580,435

The net unrealized appreciation on foreign currency transactions at October 31, 2009 on a federal income tax basis was $24,966.

5Line of Credit

The Portfolio participates with other portfolios and funds managed by EVM and its affiliates in a $450 million unsecured line of credit agreement with a group of banks. Borrowings are made by the Portfolio solely to facilitate the handling of unusual and/or unanticipated short-term cash requirements. Interest is charged to the Portfolio based on its borrowings at an amount above either the Eurodollar rate or Federal Funds rate. In addition, a fee computed at an annual rate of 0.10% on the daily unused portion of the line of credit is allocated among the participating portfolios and funds at the end of each quarter. The Portfolio did not have any significant borrowings or allocated fees during the year ended October 31, 2009.

6Risks Associated with Foreign Investments

Investing in securities issued by companies whose principal business activities are outside the United States may involve significant risks not present in domestic investments. For example, there is generally less publicly available information about foreign companies, particularly those not subject to the disclosure and reporting requirements of the U.S. securities laws. Certain foreign issuers are generally not bound by uniform accounting, auditing, and financial reporting requirements and standards of practice comparable to those applicable to domestic issuers. Investments in foreign securities also involve the risk of possible adverse changes in investment or exchange control regulations, expropriation or confiscatory taxation, limitation on the removal of funds or other assets of the Portfolio, political or financial instability or diplomatic and other developments which could affect such investments. Foreign securities markets, while growing in volume and sophistication, are generally not as developed as those in the United States, and securities of some foreign issuers (particularly those located in developing countries) may be less liquid and more volatile than securities of comparable U.S. companies. In general, there is less overall governmental supervision and regulation of foreign securities markets, broker-dealers and issuers than in the United States.

7Fair Value Measurements

The Portfolio adopted FASB Statement of Financial Accounting Standards No. 157 (FAS 157), “Fair Value Measurements”, (currently FASB Accounting Standards Codification (ASC) 820-10), effective November 1, 2008. Such standard established a three-tier hierarchy to prioritize the assumptions, referred to as inputs, used in valuation techniques to measure fair value. The three-tier hierarchy of inputs is summarized in the three broad levels listed below.

•  Level 1 – quoted prices in active markets for identical investments

•  Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

•  Level 3 – significant unobservable inputs (including a fund’s own assumptions in determining the fair value of investments)

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

25

Dividend Income Portfolioas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

At October 31, 2009, the inputs used in valuing the Portfolio’s investments, which are carried at value, were as follows:

	Quoted
	Prices in
	Active		Significant
	Markets for		Other		Significant
	Identical		Observable		Unobservable
	Assets		Inputs		Inputs
Asset Description	(Level 1)		(Level 2)		(Level 3)		Total
Common Stocks
Consumer Discretionary	$	33,894,781	$	—	$	—	$	33,894,781
Consumer Staples		32,241,143		9,978,630		—		42,219,773
Energy		54,624,547		18,649,245		—		73,273,792
Financials		73,281,136		6,869,774		—		80,150,910
Health Care		34,619,442		—		—		34,619,442
Industrials		20,801,440		10,838,249		—		31,639,689
Information Technology		22,172,385		—		—		22,172,385
Materials		8,853,300		—		—		8,853,300
Telecommunication Services		24,709,150		17,819,026		—		42,528,176
Utilities		7,746,500		8,612,335		—		16,358,835
Total Common Stocks	$	312,943,824	$	72,767,259*	$	—	$	385,711,083
Short-Term Investments		21,360,772		—		—		21,360,772
Total Investments	$	334,304,596	$	72,767,259	$	—	$	407,071,855

* Includes foreign equity securities whose values were adjusted to reflect market trading that occurred after the close of trading in their applicable foreign markets.

The Portfolio held no investments or other financial instruments as of October 31, 2008 whose fair value was determined using Level 3 inputs.

8Review for Subsequent Events

In connection with the preparation of the financial statements of the Portfolio as of and for the year ended October 31, 2009, events and transactions subsequent to October 31, 2009 through December 18, 2009, the date the financial statements were issued, have been evaluated by the Portfolio’s management for possible adjustment and/or disclosure. Management has not identified any subsequent events requiring financial statement disclosure as of the date these financial statements were issued.

26

Dividend Income Portfolioas of October 31, 2009

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Trustees and Investors of
Dividend Income Portfolio:

We have audited the accompanying statement of assets and liabilities of Dividend Income Portfolio (the “Portfolio”), including the portfolio of investments, as of October 31, 2009, 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 three years in the period then ended and the period from the start of business, March 24, 2006, to October 31, 2006. These financial statements and supplementary data are the responsibility of the Portfolio’s management. Our responsibility is to express an opinion on these financial statements and supplementary data based on our audits.

We conducted our audits in accordance with the 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. The Portfolio is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Portfolio’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of October 31, 2009, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and supplementary data referred to above present fairly, in all material respects, the financial position of Dividend Income Portfolio as of October 31, 2009, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the supplementary data for each of the three years in the period then ended and the period from the start of business, March 24, 2006, to October 31, 2006, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 18, 2009

27

Eaton Vance Dividend Income 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 27, 2009, the Board, including a majority of the Independent Trustees, voted to approve continuation of existing advisory and sub-advisory agreements for the Eaton Vance Funds for an additional one-year period. In voting its approval, the Board relied upon the affirmative recommendation of the Contract Review Committee of the Board (formerly the Special Committee), which is a committee comprised exclusively of Independent Trustees. Prior to making its recommendation, the Contract Review Committee reviewed information furnished for a series of meetings of the Contract Review Committee held in February, March and April 2009. Such information included, among other things, the following:

Information about Fees, Performance and Expenses

•  An independent report comparing the advisory and related fees paid by each fund with fees paid by comparable funds;

•  An independent report comparing each fund’s total expense ratio and its components to comparable funds;

•  An independent report comparing the investment performance of each fund to the investment performance of comparable funds over various time periods;

•  Data regarding investment performance in comparison to relevant peer groups of funds and appropriate indices;

•  Comparative information concerning fees charged by each adviser for managing other mutual funds and institutional accounts using investment strategies and techniques similar to those used in managing the fund;

•  Profitability analyses for each adviser with respect to each fund;

Information about Portfolio Management

•  Descriptions of the investment management services provided to each fund, including the investment strategies and processes employed, and any changes in portfolio management processes and personnel;

•  Information concerning the allocation of brokerage and the benefits received by each adviser as a result of brokerage allocation, including information concerning the acquisition of research through “soft dollar” benefits received in connection with the funds’ brokerage, and the implementation of a soft dollar reimbursement program established with respect to the funds;

•  Data relating to portfolio turnover rates of each fund;

•  The procedures and processes used to determine the fair value of fund assets and actions taken to monitor and test the effectiveness of such procedures and processes;

Information about each Adviser

•  Reports detailing the financial results and condition of each adviser;

•  Descriptions of the qualifications, education and experience of the individual investment professionals whose responsibilities include portfolio management and investment research for the funds, and information relating to their compensation and responsibilities with respect to managing other mutual funds and investment accounts;

•  Copies of the Codes of Ethics of each adviser and its affiliates, together with information relating to compliance with and the administration of such codes;

•  Copies of or descriptions of each adviser’s proxy voting policies and procedures;

•  Information concerning the resources devoted to compliance efforts undertaken by each adviser and its affiliates on behalf of the funds (including descriptions of various compliance programs) and their record of compliance with investment policies and restrictions, including policies with respect to market-timing, late trading and selective portfolio disclosure, and with policies on personal securities transactions;

•  Descriptions of the business continuity and disaster recovery plans of each adviser and its affiliates;

Other Relevant Information

•  Information concerning the nature, cost and character of the administrative and other non-investment management services provided by Eaton Vance Management and its affiliates;

•  Information concerning management of the relationship with the custodian, subcustodians and fund accountants by each adviser or the funds’ administrator; and

•  The terms of each advisory agreement.

28

Eaton Vance Dividend Income 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, 2009, the Board met eighteen times and the Contract Review Committee, the Audit Committee, the Governance Committee, the Portfolio Management Committee and the Compliance Reports and Regulatory Matters Committee, each of which is a Committee comprised solely of Independent Trustees, met seven, five, six, six and six times, respectively. At such meetings, the Trustees received, among other things, presentations by the portfolio managers and other investment professionals of each adviser relating to the investment performance of each fund and the investment strategies used in pursuing the fund’s investment objective.

For funds that invest through one or more underlying portfolios, the Board considered similar information about the portfolio(s) when considering the approval of advisory agreements. In addition, in cases where the fund’s investment adviser has engaged a sub-adviser, the Board considered similar information about the sub-adviser when considering the approval of any sub-advisory agreement.

The Contract Review Committee was assisted throughout the contract review process by Goodwin Procter LLP, legal counsel for the Independent Trustees. The members of the Contract Review Committee relied upon the advice of such counsel and their own business judgment in determining the material factors to be considered in evaluating each advisory and sub-advisory agreement and the weight to be given to each such factor. The conclusions reached with respect to each advisory and sub-advisory agreement were based on a comprehensive evaluation of all the information provided and not any single factor. Moreover, each member of the Contract Review Committee may have placed varying emphasis on particular factors in reaching conclusions with respect to each advisory and sub-advisory agreement.

Results of the Process

Based on its consideration of the foregoing, and such other information as it deemed relevant, including the factors and conclusions described below, the Contract Review Committee concluded that the continuance of the investment advisory agreement of Dividend Income Portfolio (the “Portfolio”), the Portfolio in which Eaton Vance Dividend Income Fund (the “Fund”) invests, with Boston Management and Research (the “Adviser”), including the fee structure, is in the interests of shareholders and, therefore, the Contract Review Committee recommended to the Board approval of the agreement. The Board accepted the recommendation of the Contract Review Committee as well as the factors considered and conclusions reached by the Contract Review Committee with respect to the agreement. Accordingly, the Board, including a majority of the Independent Trustees, voted to approve continuation of the investment advisory agreement for the Portfolio.

Nature, Extent and Quality of Services

In considering whether to approve the investment advisory agreement of the Portfolio, the Board evaluated the nature, extent and quality of services provided to the Portfolio by the Adviser.

The Board considered the Adviser’s management capabilities and investment process with respect to the types of investments held by the Portfolio, including the education, experience and number of its investment professionals and other personnel who provide portfolio management, investment research, and similar services to the Portfolio. The Board also took into account the resources dedicated to portfolio management and other services, including the compensation paid to recruit and retain investment personnel, and the time and attention devoted to the Portfolio by senior management.

The Board also reviewed the compliance programs of the Adviser and relevant affiliates thereof. Among other matters, the Board considered compliance and reporting matters relating to personal trading by investment personnel, selective disclosure of portfolio holdings, late trading, frequent trading, portfolio valuation, business continuity and the allocation of investment opportunities. The Board also evaluated the responses of the Adviser and its affiliates to requests from regulatory authorities such as the Securities and Exchange Commission and the Financial Industry Regulatory Authority.

The Board considered shareholder and other administrative services provided or managed by Eaton Vance Management and its affiliates, including transfer agency and accounting services. The Board evaluated the benefits to shareholders of investing in a fund that is a part of a large family of funds, including the ability, in many cases, to exchange an investment among different funds without incurring additional sales charges.

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

29

Eaton Vance Dividend Income Fund

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

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

After consideration of the foregoing factors, among others, the Board concluded that the nature, extent and quality of services provided by the Adviser, taken as a whole, are appropriate and consistent with the terms of the investment advisory agreement.

Fund Performance

The Board compared the Fund’s investment performance to a relevant universe of similarly managed funds identified by an independent data provider and appropriate benchmark indices. The Board reviewed comparative performance data for the one-year period ended September 30, 2008 for the Fund. In light of the Fund’s relatively brief operating history, the Board concluded that additional time was required to evaluate longer term performance of the Fund.

Management Fees and Expenses

The Board reviewed contractual investment advisory fee rates, including any administrative fee rates, payable by the Portfolio and by the Fund (referred to collectively as “management fees”). As part of its review, the Board considered the Portfolio’s management fees, including administrative fees, and the Fund’s total expense ratio for the year ended September 30, 2008, as compared to a group of similarly managed funds selected by an independent data provider. The Board considered the fact that the Adviser had waived fees and/or paid expenses of the Fund.

After reviewing the foregoing information, and in light of the nature, extent and quality of the services provided by the Adviser, the Board concluded that the management fees charged for advisory and related services and the Fund’s total expense ratio are reasonable.

Profitability

The Board reviewed the level of profits realized by the Adviser and its affiliates in providing investment advisory and administrative services to the Fund and the Portfolio and all Eaton Vance Funds as a group. The Board considered the level of profits realized without regard to revenue sharing or other payments by the Adviser and its affiliates to third parties in respect of distribution services. The Board also considered other direct or indirect benefits received by the Adviser and its affiliates in connection with its relationship with the Portfolio, including the benefits of research services that may be available to the Adviser as a result of securities transactions effected for the Portfolio and other 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 are reasonable.

Economies of Scale

In reviewing management fees and profitability, the Board also considered the extent to which the Adviser and its affiliates, on the one hand, and the Fund, on the other hand, can expect to realize benefits from economies of scale as the assets of the Fund 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 Fund, the structure of the Portfolio advisory fee, which include 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.

30

Eaton Vance Dividend Income Fund

MANAGEMENT AND ORGANIZATION

Fund Management. The Trustees of Eaton Vance Mutual Funds Trust (the Trust) and Dividend Income 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 Two International Place, Boston, Massachusetts 02110. 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, “Parametric” refers to Parametric Portfolio Associates LLC and “EVD” refers to Eaton Vance Distributors, Inc. EVC and EV are the corporate parent and trustee, respectively, of EVM and BMR. EVD is the Fund’s principal underwriter, the Portfolio’s placement agent and a wholly-owned subsidiary of EVC. Each officer affiliated with Eaton Vance may hold a position with other Eaton Vance affiliates that is comparable to his or her position with EVM listed below.

	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
Thomas E. Faust Jr. 5/31/58	Trustee and President of the Trust	Trustee since 2007 and President of the Trust since 2002	Chairman, Chief Executive Officer and President of EVC, Director and President of EV, Chief Executive Officer and President of EVM and BMR, and Director of EVD. Trustee and/or officer of 176 registered investment companies and 4 private investment companies managed by EVM or BMR. Mr. Faust is an interested person because of his positions with EVM, BMR, EVD, EVC and EV, which are affiliates of the Trust and Portfolio.		176	Director of EVC
Noninterested Trustees
Benjamin C. Esty 1/2/63	Trustee	Of the Trust since 2005 and of the Portfolio since 2006	Roy and Elizabeth Simmons Professor of Business Administration and Finance Unit Head, Harvard University Graduate School of Business Administration.		176	None
Allen R. Freedman 4/3/40	Trustee	Since 2007	Former Chairman (2002-2004) and a Director (1983-2004) of Systems & Computer Technology Corp. (provider of software to higher education). Formerly, a Director of Loring Ward International (fund distributor) (2005-2007). Formerly, Chairman and a Director of Indus International, Inc. (provider of enterprise management software to the power generating industry) (2005-2007).		176	Director of Assurant, Inc. (insurance provider) and Stonemor Partners, L.P. (owner and operator of cemeteries)
William H. Park 9/19/47	Trustee	Of the Trust since 2003 and of the Portfolio since 2006	Vice Chairman, Commercial Industrial Finance Corp. (specialty finance company) (since 2006). Formerly, President and Chief Executive Officer, Prizm Capital Management, LLC (investment management firm) (2002-2005).		176	None
Ronald A. Pearlman 7/10/40	Trustee	Of the Trust since 2003 and of the Portfolio since 2006	Professor of Law, Georgetown University Law Center.		176	None
Helen Frame Peters 3/22/48	Trustee	Since 2008	Professor of Finance, Carroll School of Management, Boston College. Adjunct Professor of Finance, Peking University, Beijing, China (since 2005).		176	Director of BJ’s Wholesale Club, Inc. (wholesale club retailer)
Heidi L. Steiger 7/8/53	Trustee	Since 2007	Managing Partner, Topridge Associates LLC (global wealth management firm) (since 2008); Senior Advisor (since 2008), President (2005-2008), Lowenhaupt Global Advisors, LLC (global wealth management firm). Formerly, President and Contributing Editor, Worth Magazine (2004-2005). Formerly, Executive Vice President and Global Head of Private Asset Management (and various other positions), Neuberger Berman (investment firm) (1986-2004).		176	Director of Nuclear Electric Insurance Ltd. (nuclear insurance provider), Aviva USA (insurance provider) and CIFG (family of financial guaranty companies) and Advisory Director of Berkshire Capital Securities LLC (private investment banking firm)

31

Eaton Vance Dividend Income Fund

MANAGEMENT AND ORGANIZATION CONT’D

	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
Noninterested Trustees (continued)
Lynn A. Stout 9/14/57	Trustee	Of the Trust since 1998 and of the Portfolio since 2006	Paul Hastings Professor of Corporate and Securities Law (since 2006) and Professor of Law (2001-2006), University of California at Los Angeles School of Law.		176	None
Ralph F. Verni 1/26/43	Chairman of the Board and Trustee	Chairman of the Board since 2007; Trustee of the Trust since 2005 and of the Portfolio since 2006	Consultant and private investor.		176	None
Principal Officers who are not Trustees

	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
William H. Ahern, Jr. 7/28/59	Vice President of the Trust	Since 1995	Vice President of EVM and BMR. Officer of 76 registered investment companies managed by EVM or BMR.
John R. Baur 2/10/70	Vice President of the Trust	Since 2008	Vice President of EVM and BMR. Previously, attended Johnson Graduate School of Management, Cornell University (2002-2005), and prior thereto he was an Account Team Representative in Singapore for Applied Materials, Inc. Officer of 35 registered investment companies managed by EVM or BMR.
Michael A. Cirami 12/24/75	Vice President of the Trust	Since 2008	Vice President of EVM and BMR. Officer of 35 registered investment companies managed by EVM or BMR.
Cynthia J. Clemson 3/2/63	Vice President of the Trust	Since 2005	Vice President of EVM and BMR. Officer of 92 registered investment companies managed by EVM or BMR.
Charles B. Gaffney 12/4/72	Vice President of the Trust	Since 2007	Director of Equity Research and a Vice President of EVM and BMR. Officer of 32 registered investment companies managed by EVM or BMR.
Christine M. Johnston 11/9/72	Vice President of the Trust	Since 2007	Vice President of EVM and BMR. Officer of 37 registered investment companies managed by EVM or BMR.
Aamer Khan 6/7/60	Vice President	Vice President of the Trust since 2005 and of the Portfolio since 2006	Vice President of EVM and BMR. Officer of 35 registered investment companies managed by EVM or BMR.
Thomas H. Luster 4/8/62	Vice President of the Trust	Since 2006	Vice President of EVM and BMR. Officer of 54 registered investment companies managed by EVM or BMR.
Robert B. MacIntosh 1/22/57	Vice President of the Trust	Since 1998	Vice President of EVM and BMR. Officer of 91 registered investment companies managed by EVM or BMR.
Jeffrey A. Rawlins 10/6/61	Vice President of the Trust	Since 2009	Vice President of EVM and BMR. Previously, a Managing Director of the Fixed Income Group at State Street Research and Management (1989-2005). Officer of 31 registered investment companies managed by EVM or BMR.
Duncan W. Richardson 10/26/57	Vice President of the Trust and President of the Portfolio	Vice President of the Trust since 2001 and President of the Portfolio since 2006	Director of EVC and Executive Vice President and Chief Equity Investment Officer of EVC, EVM and BMR. Officer of 82 registered investment companies managed by EVM or BMR.
Judith A. Saryan 8/21/54	Vice President	Vice President of the Trust since 2003 and of the Portfolio since 2006	Vice President of EVM and BMR. Officer of 51 registered investment companies managed by EVM or BMR.

32

Eaton Vance Dividend Income Fund

MANAGEMENT AND ORGANIZATION CONT’D

	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
Principal Officers who are not Trustees (continued)
Susan Schiff 3/13/61	Vice President of the Trust	Since 2002	Vice President of EVM and BMR. Officer of 37 registered investment companies managed by EVM or BMR.
Thomas Seto 9/27/62	Vice President of the Trust	Since 2007	Vice President and Director of Portfolio Management of Parametric. Officer of 32 registered investment companies managed by EVM or BMR.
David M. Stein 5/4/51	Vice President of the Trust	Since 2007	Managing Director and Chief Investment Officer of Parametric. Officer of 32 registered investment companies managed by EVM or BMR.
Dan R. Strelow 5/27/59	Vice President of the Trust	Since 2009	Vice President of EVM and BMR since 2005. Previously, a Managing Director (since 1988) and Chief Investment Officer (since 2001) of the Fixed Income Group at State Street Research and Management. Officer of 31 registered investment companies managed by EVM or BMR.
Mark S. Venezia 5/23/49	Vice President of the Trust	Since 2007	Vice President of EVM and BMR. Officer of 38 registered investment companies managed by EVM or BMR.
Adam A. Weigold 3/22/75	Vice President of the Trust	Since 2007	Vice President of EVM and BMR. Officer of 69 registered investment companies managed by EVM or BMR.
Barbara E. Campbell 6/19/57	Treasurer	Treasurer of the Trust since 2005 and of the Portfolio since 2008	Vice President of EVM and BMR. Officer of 176 registered investment companies managed by EVM or BMR.
Maureen A. Gemma 5/24/60	Secretary and Chief Legal Officer	Secretary since 2007 and Chief Legal Officer since 2008	Vice President of EVM and BMR. Officer of 176 registered investment companies managed by EVM or BMR.
Paul M. O’Neil 7/11/53	Chief Compliance Officer	Chief Compliance Officer of the Trust since 2004 and of the Portfolio since 2006	Vice President of EVM and BMR. Officer of 176 registered investment companies managed by EVM or BMR.

(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 on Eaton Vance’s website at eatonvance.com or by calling 1-800-262-1122.

33

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Investment Adviser of Dividend Income Portfolio

Boston Management and Research

Two International Place

Boston, MA 02110

Administrator of Eaton Vance Dividend Income Fund

Eaton Vance Management

Two International Place

Boston, MA 02110

Principal Underwriter*

Eaton Vance Distributors, Inc.

Two International Place

Boston, MA 02110

Custodian

State Street Bank and Trust Company

200 Clarendon Street

Boston, MA 02116

Transfer Agent

PNC Global Investing Services

Attn: Eaton Vance Funds

P.O. Box 9653

Providence, RI 02940-9653

(800) 262-1122

Independent Registered Public Accounting Firm

Deloitte & Touche LLP

200 Berkeley Street

Boston, MA 02116-5022

Eaton Vance Dividend Income Fund

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.

2634-12/09 DIVISRC

IMPORTANT NOTICES REGARDING PRIVACY,
DELIVERY OF SHAREHOLDER DOCUMENTS,
PORTFOLIO HOLDINGS AND PROXY VOTING

Privacy. The Eaton Vance organization is committed to ensuring your financial privacy. Each of the financial institutions identified below has in effect the following policy (Privacy Policy) with respect to nonpublic personal information about its customers:

•  Only such information received from you, through application forms or otherwise, and information about your Eaton Vance fund transactions will be collected. This may include information such as name, address, social security number, tax status, account balances and transactions.

•  None of such information about you (or former customers) will be disclosed to anyone, except as permitted by law (which includes disclosure to employees necessary to service your account). In the normal course of servicing a customer’s account, Eaton Vance may share information with unaffiliated third parties that perform various required services such as transfer agents, custodians and broker/dealers.

•  Policies and procedures (including physical, electronic and procedural safeguards) are in place that are designed to protect the confidentiality of such information.

•  We reserve the right to change our Privacy Policy at any time upon proper notification to you. Customers may want to review our Privacy Policy periodically for changes by accessing the link on our homepage: www.eatonvance.com.

Our pledge of privacy applies to the following entities within the Eaton Vance organization: the Eaton Vance Family of Funds, Eaton Vance Management, Eaton Vance Investment Counsel, Boston Management and Research, and Eaton Vance Distributors, Inc.

In addition, our Privacy Policy applies only to those Eaton Vance customers who are individuals and who have a direct relationship with us. If a customer’s account (i.e., fund shares) is held in the name of a third-party financial adviser/broker-dealer, it is likely that only such adviser’s privacy policies apply to the customer. This notice supersedes all previously issued privacy disclosures.

For more information about Eaton Vance’s Privacy Policy, please call 1-800-262-1122.

Delivery of Shareholder Documents. The Securities and Exchange Commission (the “SEC”) permits funds to deliver only one copy of shareholder documents, including prospectuses, proxy statements and shareholder reports, to fund investors with multiple accounts at the same residential or post office box address. This practice is often called “householding” and it helps eliminate duplicate mailings to shareholders.

Eaton Vance, or your financial adviser, may household the mailing of your documents indefinitely unless you instruct Eaton Vance, or your financial adviser, otherwise.

If you would prefer that your Eaton Vance documents not be householded, please contact Eaton Vance at 1-800-262-1122, or contact your financial adviser.

Your instructions that householding not apply to delivery of your Eaton Vance documents will be effective within 30 days of receipt by Eaton Vance or your financial adviser.

Portfolio Holdings. Each Eaton Vance Fund and its underlying Portfolio(s) (if applicable) will file a schedule of portfolio holdings on Form N-Q with the SEC for the first and third quarters of each fiscal year. The Form N-Q will be available on the Eaton Vance website at www.eatonvance.com, by calling Eaton Vance at 1-800-262-1122 or in the EDGAR database on the SEC’s website at www.sec.gov. Form N-Q may also be reviewed and copied at the SEC’s public reference room in Washington, D.C. (call 1-800-732-0330 for information on the operation of the public reference room).

Proxy Voting. From time to time, funds are required to vote proxies related to the securities held by the funds. The Eaton Vance Funds or their underlying Portfolios (if applicable) vote proxies according to a set of policies and procedures approved by the Funds’ and Portfolios’ Boards. You may obtain a description of these policies and procedures and information on how the Funds or Portfolios voted proxies relating to portfolio securities during the most recent 12 month period ended June 30, without charge, upon request, by calling 1-800-262-1122. This description is also available on the SEC’s website at www.sec.gov.

Eaton Vance Emerging Markets Local Income Fund as of October 31, 2009

MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE

Economic and Market Conditions

Mark S. Venezia, CFA
Co-Portfolio Manager

• The year ending October 31, 2009, closed with economic data showing a modest rebound in global economic fundamentals. For the markets, this rebound was a welcome change after witnessing a freefall in world economic output for the first two quarters of this period, followed by a slowdown in the pace of economic deterioration in the subsequent quarter. As signs of improving economic fundamentals began to emerge, investors’ aversion to risk reversed course and the capital markets staged a comeback.

• In the aftermath of the Lehman Brothers collapse in late 2008, with credit markets at a virtual standstill and global economic activity in decline, prices on riskier assets remained depressed. The last three months of 2008 were marked by the outperformance of U.S. government securities, relative to other asset classes, and a strong U.S. dollar, which were viewed as safe havens amidst the economic downturn. Credit markets, however, rallied sharply in the final two quarters of this twelve month period, and currencies in both developed and emerging markets rose against the dollar.

• Amidst historic levels of central bank and government intervention, yield spreads across virtually all fixed income markets have tightened substantially, producing extraordinary returns in the riskier credit markets during the last six months of this 12 month period. A similar return story played out in the currency markets, as the higher yielding emerging market currencies, and currencies of commodity exporting countries, outperformed during the second half of the fiscal year.

Management Discussion

• The Fund¹ seeks to provide total return by investing primarily in securities denominated in currencies of emerging market countries, fixed-income instruments issued by emerging market entities or sovereigns, and/or derivative instruments denominated in or based on the currencies, interest rates or issues of emerging market countries.

• During the fiscal year ending October 31, 2009, the Fund had strong returns but under-performed its benchmark, the JPMorgan Government Bond Index — Emerging Market Global Diversified (Unhedged) (the “Index”).² The Fund’s performance was primarily driven by its shorter duration relative to its benchmark in Eastern Europe and Asia.

John R. Baur
Co-Portfolio Manager

Michael A. Cirami, CFA
Co-Portfolio Manager

• In Eastern Europe, the Fund’s underweight duration positions in Hungary, Poland, and Turkey detracted from its performance. This region’s bonds benefited from the rally in relatively risky assets in the second half of the fiscal year. Turkey also benefited from aggressive rate cuts by the central bank, resulting in bond yields at historical lows. Elsewhere in Europe, the Fund’s non-benchmark long exposure to credit in Iceland contributed positively to performance. While the previous year saw Icelandic banks collapse under the weight of a falling currency and large foreign debt, Iceland made strides in 2009 toward economic stability.

Past performance is no guarantee of future results. Returns are historical and are calculated by determining the percentage change in net asset value or offering price (as applicable) with all distributions reinvested. Investment return and principal value will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Performance is for the stated time period only; due to market volatility, the Fund’s current performance may be lower or higher than the quoted return. For performance as of the most recent month end, please refer to www.eatonvance.com.

Total Return Performance
10/31/08 – 10/31/09
Class A3	30.05	%
JPMorgan Government Bond Index —
Emerging Market Global Diversified (Unhedged)2	32.34

See page 3 for more performance information.

1	The Fund currently invests in a separately registered investment company, Emerging Markets Local Income Portfolio (the Portfolio), with the same objective and policies as the Fund. References to investments are to the Portfolio’s holdings.
2	It is not possible to invest directly in an Index. The Index’s total return does not reflect the commissions or expenses that would have been incurred if an investor individually purchased or sold the securities represented in the Index.
3	Return does not include the 4.75% maximum sales charge for Class A shares. If the sales charge were deducted, the return would be lower.

Fund shares are not insured by the FDIC and are not deposits or other obligations of, or guaranteed by, any depository institution. Shares are subject to investment risks, including possible loss of principal invested.

1

Eaton Vance Emerging Markets Local Income Fund as of October 31, 2009

MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE

• In Asia, the Fund’s underperformance was primarily driven by an underweight duration position in Indonesia. Due in part to a closed economy, Indonesia was sheltered from the economic downturn more than most of its Asian counterparts. Additionally Indonesia benefited as political stability was reinforced when President Yudhoyono was overwhelmingly reelected.

• The Fund’s investments in the African region also detracted from its performance relative to the benchmark. The Fund’s underweight position in South Africa was the primary driver, as riskier assets rallied. South Africa also benefited from the recent rise in commodity prices and from fears being allayed that the new president would enact more protectionist policies coming into office. Although minimal, the Fund’s relative performance benefited from its position in Egyptian Treasury Bills as the Egyptian currency appreciated reflecting lower inflation and better-than-expected growth rates.

• In Latin America, the underperformance versus the Index was modest. Underperformance due to an underweight in Colombian duration was significantly offset by the Fund’s non-benchmark position in Uruguay. Uruguay, an exporter to Brazil, not only benefited from Brazil’s resilience to the global crisis but also from its own growth momentum, as its economy avoided recession.

• The Fund’s duration increased slightly during the year to 4.54 years at October 31, 2009 from 4.25 years at October 31, 2008. Duration is a measure of the sensitivity of a fund or a fixed-income security to changes in interest rates. A shorter duration instrument normally has less exposure to interest rate risk than longer duration instruments.

The views expressed throughout this report are those of the portfolio managers and are current only through the end of the period of the report as stated on the cover. These views are subject to change at any time based upon market or other conditions, and the investment adviser disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a fund are based on many factors, may not be relied on as an indication of trading intent on behalf of any Eaton Vance fund. Portfolio information provided in the report may not be representative of the Portfolio’s current or future investments and may change due to active management.

Portfolio Composition

Securities Holdings (excludes derivative positions)¹
By total net assets

¹ Securities Holdings reflect the Portfolio’s securities positions as of 10/31/09. For International and Emerging Market currency exposures, please refer to the Currency Positions table below.

Currency Positions²

By total net assets
Poland	11.5	%
Turkey	11.4
Brazil	11.3
Mexico	11.1
Malaysia	10.4
Thailand	10.1
Indonesia	10.0
Hungary	9.6
South Africa	7.5
Colombia	4.6
Russia	3.2
Egypt	3.1
Lebanon	2.5
Chile	2.1
Peru	2.1
India	2.0
Norway	1.0
South Korea	0.8
China	0.7
Zambia	0.7
Ukraine	0.7
Uruguay	0.6
Serbia	0.5
Australia	0.5
Ghana	0.4
Sweden	0.2
United Arab Emirates	0.2
Iceland	0.1
Costa Rica	0.1
Sri Lanka	0.0
Japan	-0.2
Kazakhstan	-0.6
Euro	-3.2

² Currency Positions reflect the Portfolio’s investments as of 10/31/09. Currency exposures include all foreign exchange denominated assets and all currency derivatives. As of 10/31/09, Foreign Long Derivatives were 69.4%; Other Foreign Short Derivatives were 6.8%. All numbers are a percentage of net assets. Total exposures may exceed 100% due to the implicit leverage created by derivatives.

2

Eaton Vance Emerging Markets Local Income Fund as of October 31, 2009

FUND PERFORMANCE

The line graph and table set forth below provide information about the Fund’s performance. The line graph compares the performance of Class A of the Fund with that of the JPMorgan Government Bond Index — Emerging Market Global Diversified (Unhedged), an unmanaged broad-based index that currently comprises the local currency, fixed rate coupon issues of 13 markets greater than 1-year in maturity. The lines on the graph represent the total returns of a hypothetical investment of $10,000 in Class A of the Fund and in the JPMorgan Government Bond Index — Emerging Market Global Diversified (Unhedged). Class A total returns are presented at net asset value and maximum public offering price. The performance presented below does not reflect the deduction of taxes, if any, that a shareholder would pay on distributions or redemptions of Fund shares.

Fund Performance1	Class A
Share Class Symbol	EEIAX
Average Annual Total Returns (at net asset value)
One Year		30.05	%
Life of Fund†		9.75
SEC Average Annual Total Returns (including sales charge or applicable CDSC)
One Year		23.91	%
Life of Fund†		7.49

^†        Inception Date — Class A: 6/27/07.

¹ Average Annual Total Returns do not include the 4.75% maximum sales charge for Class A shares. If sales charges were deducted, the returns would be lower. SEC Average Annual Total Returns for Class A reflect the maximum 4.75% sales charge. Absent an allocation of expenses to the administrator, the returns would be lower.

Total Annual
Operating Expenses2	Class A
Gross Expense Ratio		5.88	%
Net Expense Ratio		1.25

² Source: Prospectus dated 3/1/09. Net Expense Ratio reflects a contractual expense limitation that continues through February 28, 2010. Thereafter, the expense limitation may be changed or terminated at any time. Without this expense limitation, performance would be lower.

Past performance is no guarantee of future results. Returns are historical and are calculated by determining the percentage change in net asset value or offering price (as applicable) with all distributions reinvested. Investment return and principal value will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Performance is for the stated time period only; due to market volatility, the Fund’s current performance may be lower or higher than the quoted return. For performance as of the most recent month end, please refer to www.eatonvance.com.

*	Source: Lipper Inc. Class A of the Fund commenced operations on 6/27/07. Index data is available as of month end only.
	It is not possible to invest directly in an Index. The Index’s total return does not reflect the commissions or expenses that would have been incurred if an investor individually purchased or sold the securities represented in the Index.

3

Eaton Vance Emerging Markets Local Income Fundas of October 31, 2009

FUND EXPENSES

Example: As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchases and redemption fees (if applicable); and (2) ongoing costs, including management fees; distribution or service fees; and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 2009 – October 31, 2009).

Actual Expenses: The first section of the table below provides information about actual account values and actual expenses. You may use the information in this section, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first section under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes: The second section of the table below provides information about hypothetical account values and hypothetical expenses based on the actual Fund expense ratio and an assumed rate of return of 5% per year (before expenses), which is not the actual return of the Fund. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in your Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads) or redemption fees (if applicable). Therefore, the second section of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would be higher.

Eaton Vance Emerging Markets Local Income Fund

	Beginning Account Value		Ending Account Value		Expenses Paid During Period*
	(5/1/09)		(10/31/09)		(5/1/09 – 10/31/09)
Actual
Class A		$1,000.00		$1,185.40		$6.89	**
Hypothetical
(5% return per year before expenses)
Class A		$1,000.00		$1,018.90		$6.36	**

*

Expenses are equal to the Fund’s annualized expense ratio of 1.25% for Class A shares, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period). The Example assumes that the $1,000 was invested at the net asset value per share determined at the close of business on April 30, 2009. The Example reflects the expenses of both the Fund and the Portfolio.

**

Absent an allocation of expenses to the administrator, the expenses would be higher.

4

Eaton Vance Emerging Markets Local Income Fundas of October 31, 2009

FINANCIAL STATEMENTS

Statement of Assets and Liabilities

As of October 31, 2009
Assets
Investment in Emerging Markets Local Income Portfolio, at value (identified cost, $5,554,970)	$	5,316,274
Receivable for Fund shares sold		12,941
Receivable from affiliate		13,017
Other assets		101
Total assets	$	5,342,333
Liabilities
Payable for Fund shares redeemed	$	5,066
Distributions payable		10,508
Payable to affiliates:
Distribution and service fees		1,181
Trustees’ fees		42
Accrued expenses		34,837
Total liabilities	$	51,634
Net Assets	$	5,290,699
Sources of Net Assets
Paid-in capital	$	6,002,724
Accumulated net realized loss from Portfolio		(515,167	)
Accumulated undistributed net investment income		41,838
Net unrealized depreciation from Portfolio		(238,696	)
Total	$	5,290,699
Class A Shares
Net Assets	$	5,290,699
Shares Outstanding		536,968
Net Asset Value and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	9.85
Maximum Offering Price Per Share
(100 ¸ 95.25 of net asset value per share)	$	10.34

On sales of $25,000 or more, the offering price of Class A shares is reduced.

Statement of Operations

For the Year Ended
October 31, 2009
Investment Income
Interest allocated from Portfolio (net of foreign taxes, $4,301)	$	146,303
Expenses allocated from Portfolio		(20,402	)
Total investment income from Portfolio	$	125,901
Expenses
Distribution and service fees	$	6,600
Trustees’ fees and expenses		502
Custodian fee		22,096
Transfer and dividend disbursing agent fees		2,970
Legal and accounting services		19,492
Printing and postage		19,891
Registration fees		22,245
Miscellaneous		7,341
Total expenses	$	101,137
Deduct —
Allocation of expenses to affiliate	$	93,944
Total expense reductions	$	93,944
Net expenses	$	7,193
Net investment income	$	118,708
Realized and Unrealized Gain (Loss) from Portfolio
Net realized gain (loss) —
Investment transactions	$	(220,393	)
Financial futures contracts		(380	)
Swap contracts		2,883
Foreign currency and forward foreign currency exchange contract transactions		203,584
Net realized loss	$	(14,306	)
Change in unrealized appreciation (depreciation) —
Investments	$	484,499
Financial futures contracts		(894	)
Swap contracts		21,054
Written options		458
Foreign currency and forward foreign currency exchange contracts		(71,341	)
Net change in unrealized appreciation (depreciation)	$	433,776
Net realized and unrealized gain	$	419,470
Net increase in net assets from operations	$	538,178

See notes to financial statements

5

Eaton Vance Emerging Markets Local Income Fundas of October 31, 2009

FINANCIAL STATEMENTS CONT’D

Statements of Changes in Net Assets

Increase (Decrease)	Year Ended			Year Ended
in Net Assets	October 31, 2009			October 31, 2008
From operations —
Net investment income	$	118,708		$	76,050
Net realized loss from investment transactions, financial futures contracts, swap contracts, and foreign currency and forward foreign currency exchange contract transactions		(14,306	)		(355,353	)
Net change in unrealized appreciation (depreciation) from investments, financial futures contracts, swap contracts, written options, foreign currency and forward foreign currency exchange contracts		433,776			(672,871	)
Net increase (decrease) in net assets from operations	$	538,178		$	(952,174	)
Distributions to shareholders —
From net investment income	$	(189,242	)	$	(109,042	)
From net realized gain		—			(384	)
Tax return of capital		—			(36,996	)
Total distributions to shareholders	$	(189,242	)	$	(146,422	)
Transactions in shares of beneficial interest —
Proceeds from sale of shares	$	3,737,172		$	9,023,270
Net asset value of shares issued to shareholders in payment of distributions declared		83,956			60,153
Cost of shares redeemed		(408,172	)		(6,466,890	)
Net increase in net assets from Fund share transactions	$	3,412,956		$	2,616,533
Net increase in net assets	$	3,761,892		$	1,517,937
Net Assets
At beginning of year	$	1,528,807		$	10,870
At end of year	$	5,290,699		$	1,528,807
Accumulated undistributed (distributions in excess of) net investment income included in net assets
At end of year	$	41,838		$	(8,083	)

See notes to financial statements

6

Eaton Vance Emerging Markets Local Income Fundas of October 31, 2009

FINANCIAL STATEMENTS CONT’D

Financial Highlights

	Class A
	Year Ended October 31,
							Period Ended
	2009			2008			October 31, 2007(1)
Net asset value — Beginning of period	$	8.280		$	10.770		$	10.000
Income (Loss) From Operations
Net investment income(2)	$	0.487		$	0.475		$	0.165
Net realized and unrealized gain (loss)		1.864			(1.727	)		0.732
Total income (loss) from operations	$	2.351		$	(1.252	)	$	0.897
Less Distributions
From net investment income	$	(0.781	)	$	(0.640	)	$	(0.259	)
From net realized gain		—			(0.381	)		—
Tax return of capital		—			(0.217	)		—
Total distributions	$	(0.781	)	$	(1.238	)	$	(0.259	)
Capital contribution from administrator(2)	$	—		$	—		$	0.132
Net asset value — End of period	$	9.850		$	8.280		$	10.770
Total Return(3)		30.05	%		(13.38	)%		10.44	%(4)(5)
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$	5,291		$	1,529		$	11
Ratios (as a percentage of average daily net assets):
Expenses(6)(7)(8)		1.25	%		1.25	%		1.25	%(9)
Net investment income		5.37	%		4.73	%		4.67	%(9)
Portfolio Turnover of the Portfolio		26	%		38	%		2	%(5)

(1)	For the period from the start of business, June 27, 2007, to October 31, 2007.
(2)	Computed using average shares outstanding.
(3)	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.
(4)	Absent a capital contribution by the administrator in the period from the start of business, June 27, 2007, to October 31, 2007, total return would have been 9.12%.
(5)	Not annualized.
(6)	Includes the Fund’s share of the Portfolio’s allocated expenses.
(7)	Excludes the effect of custody fee credits, if any, of less than 0.005%.
(8)	The administrator subsidized certain operating expenses (equal to 4.25%, 4.63% and 287.76% of average daily net assets for the years ended October 31, 2009 and 2008 and the period from the start of business, June 27, 2007, to October 31, 2007, respectively).
(9)	Annualized.

See notes to financial statements

7

Eaton Vance Emerging Markets Local Income Fundas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS

1Significant Accounting Policies

Eaton Vance Emerging Markets Local Income Fund (the Fund) is a non-diversified series of Eaton Vance Mutual Funds Trust (the Trust). The Trust is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company. As of October 31, 2009, the Fund offered one class of shares. Class A shares are generally sold subject to a sales charge imposed at the time of purchase. Effective November 27, 2009, the Fund began offering Class I shares, which are sold at net asset value and are not subject to a sales charge. The Fund invests all of its investable assets in interests in Emerging Markets Local Income Portfolio (the Portfolio), a New York trust, having the same investment objective and policies as the Fund. The value of the Fund’s investment in the Portfolio reflects the Fund’s proportionate interest in the net assets of the Portfolio (4.6% at October 31, 2009). The performance of the Fund is directly affected by the performance of the Portfolio. The financial statements of the Portfolio, including the portfolio of investments, are included elsewhere in this report and should be read in conjunction with the Fund’s financial statements.

The following is a summary of significant accounting policies of the Fund. The policies are in conformity with accounting principles generally accepted in the United States of America. A source of authoritative accounting principles applied in the preparation of the Fund’s financial statements is the Financial Accounting Standards Board (FASB) Accounting Standards Codification (the Codification), which superseded existing non-Securities and Exchange Commission accounting and reporting standards for interim and annual reporting periods ending after September 15, 2009. The adoption of the Codification for the current reporting period did not impact the Fund’s application of generally accepted accounting principles.

AInvestment Valuation — Valuation of securities by the Portfolio is discussed in Note 1A of the Portfolio’s Notes to Financial Statements, which are included elsewhere in this report.

BIncome — The Fund’s net investment income or loss consists of the Fund’s pro-rata share of the net investment income or loss of the Portfolio, less all actual and accrued expenses of the Fund.

CFederal Taxes — The Fund’s policy is to comply with the provisions of the Internal Revenue Code applicable to regulated investment companies and to distribute to shareholders each year substantially all of its net investment income, and all or substantially all of its net realized capital gains. Accordingly, no provision for federal income or excise tax is necessary.

At October 31, 2009, the Fund, for federal income tax purposes, had a capital loss carryforward of $500,426 which will reduce its taxable income arising from future net realized gains on investment transactions, if any, to the extent permitted by the Internal Revenue Code, and thus will reduce the amount of distributions to shareholders, which would otherwise be necessary to relieve the Fund of any liability for federal income or excise tax. Such capital loss carryforward will expire on October 31, 2016 ($353,896) and October 31, 2017 ($146,530).

As of October 31, 2009, the Fund had no uncertain tax positions that would require financial statement recognition, de-recognition, or disclosure. Each of the Fund’s federal tax returns filed since the start of business on June 27, 2007 to October 31, 2009 remains subject to examination by the Internal Revenue Service.

DExpenses — The majority of expenses of the Trust are directly identifiable to an individual fund. Expenses which are not readily identifiable to a specific fund are allocated taking into consideration, among other things, the nature and type of expense and the relative size of the funds.

EExpense Reduction — State Street Bank and Trust Company (SSBT) serves as custodian of the Fund. Pursuant to the custodian agreement, SSBT receives a fee reduced by credits, which are determined based on the average daily cash balance the Fund maintains with SSBT. All credit balances, if any, used to reduce the Fund’s custodian fees are reported as a reduction of expenses in the Statement of Operations.

FUse 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.

GIndemnifications — Under the Trust’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 Fund, and shareholders are indemnified against personal liability for the obligations of the Trust. Additionally, in the normal course of business, the Fund enters into agreements with service providers that may contain indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred.

8

Eaton Vance Emerging Markets Local Income Fundas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

HOther — Investment transactions are accounted for on a trade date basis. Dividends to shareholders are recorded on the ex-dividend date.

2Distributions to Shareholders

The Fund declares dividends daily to shareholders of record at the time of declaration. Distributions are generally paid monthly. Distributions of realized capital gains (reduced by available capital loss carryforwards from prior years, if any) are made at least annually. Shareholders may reinvest income and capital gain distributions in additional shares of the Fund at the net asset value as of the reinvestment date or, at the election of the shareholder, receive distributions in cash. The Fund distinguishes between distributions on a tax basis and a financial reporting basis. Accounting principles generally accepted in the United States of America require that only distributions in excess of tax basis earnings and profits be reported in the financial statements as a return of capital. Permanent differences between book and tax accounting relating to distributions are reclassified to paid-in capital. For tax purposes, distributions from short-term capital gains are considered to be from ordinary income.

The tax character of distributions declared for the years ended October 31, 2009 and October 31, 2008 was as follows:

	Year Ended October 31,
	2009		2008
Distributions declared from:
Ordinary income	$	189,242	$	109,272
Long-term capital gains	$	—	$	154
Tax return of capital	$	—	$	36,996

During the year ended October 31, 2009, accumulated net realized loss was increased by $120,455 and accumulated undistributed net investment income was increased by $120,455 due to differences between book and tax accounting, primarily for foreign currency gain (loss), swap contracts, premium amortization and paydown gain (loss). These reclassifications had no effect on the net assets or net asset value per share of the Fund.

As of October 31, 2009, the components of distributable earnings (accumulated losses) and unrealized appreciation (depreciation) on a tax basis were as follows:

Undistributed ordinary income	$	23,353
Capital loss carryforward	$	(500,426	)
Net unrealized depreciation	$	(224,444	)
Other temporary differences	$	(10,508	)

The differences between components of distributable earnings (accumulated losses) on a tax basis and the amounts reflected in the Statement of Assets and Liabilities are primarily due to the timing of recognizing distributions to shareholders, swap contracts, foreign currency transactions, written options contracts, futures contracts, wash sales, partnership allocations and premium amortization.

3Investment Adviser Fee and Other Transactions with Affiliates

The investment adviser fee is earned by Eaton Vance Management (EVM) as compensation for investment advisory services rendered to the Fund. The fee is computed at an annual rate of 0.65% of the Fund’s average daily net assets that are not invested in other investment companies for which EVM or its affiliates serve as investment adviser or administrator (“Investable Assets”) up to $1 billion and is payable monthly. On net assets of $1 billion and over that are invested in Investable Assets, the annual fee is reduced. For the year ended October 31, 2009, the Fund incurred no adviser fee on Investable Assets. To the extent the Fund’s assets are invested in the Portfolio, the Fund is allocated its share of the Portfolio’s adviser fee. The Portfolio has engaged Boston Management and Research (BMR), a subsidiary of EVM, to render investment advisory services. See Note 2 of the Portfolio’s Notes to Financial Statements which are included elsewhere in this report. EVM also serves as the administrator of the Fund, but receives no compensation. EVM has agreed to reimburse the Fund’s operating expenses to the extent that they exceed 1.25% annually of the Fund’s average daily net assets for Class A. This agreement may be changed or terminated after February 28, 2010. Pursuant to this agreement, EVM was allocated $93,944 of the Fund’s operating expenses for the year ended October 31, 2009.

EVM serves as the sub-transfer agent of the Fund and receives from the transfer agent an aggregate fee based upon the actual expenses incurred by EVM in the performance of these services. For the year ended October 31, 2009, EVM earned $175 in sub-transfer agent fees. The Fund was informed that Eaton Vance Distributors, Inc. (EVD), an affiliate of EVM and the Fund’s principal underwriter, received $1,810 as its portion of the sales charge on sales of Class A shares for the year ended October 31, 2009. EVD also received distribution and service fees from Class A shares (see Note 4).

Except for Trustees of the Fund and the Portfolio who are not members of EVM’s or BMR’s organizations, officers and Trustees receive remuneration for their services to the Fund out of the investment adviser fee. Certain officers and Trustees of the Fund and the Portfolio are officers of the above organizations.

9

Eaton Vance Emerging Markets Local Income Fundas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

4Distribution Plan

The Fund has in effect a distribution plan for Class A shares (Class A Plan) pursuant to Rule 12b-1 under the 1940 Act. The Class A Plan provides that the Fund will pay EVD a distribution and service fee of 0.30% per annum of its average daily net assets attributable to Class A shares for distribution services and facilities provided to the Fund by EVD, as well as for personal services and/or the maintenance of shareholder accounts. Distribution and service fees paid or accrued to EVD for the year ended October 31, 2009 amounted to $6,600 for Class A shares.

5Contingent Deferred Sales Charges

Class A shares may be subject to a 1% contingent deferred sales charge (CDSC) if redeemed within 18 months of purchase (depending on the circumstances of purchase). Generally, the CDSC is based upon the lower of the net asset value at date of redemption or date of purchase. No charge is levied on shares acquired by reinvestment of dividends or capital gain distributions. No CDSC is levied on shares which have been sold to EVM or its affiliates or to their respective employees or clients and may be waived under certain other limited conditions. For the year ended October 31, 2009, the Fund was informed that EVD received no CDSCs paid by Class A shareholders.

6Investment Transactions

For the year ended October 31, 2009, increases and decreases in the Fund’s investment in the Portfolio aggregated $3,669,068 and $490,304, respectively.

7Shares of Beneficial Interest

The Fund’s Declaration of Trust permits the Trustees to issue an unlimited number of full and fractional shares of beneficial interest (without par value). Such shares may be issued in a number of different series (such as the Fund) and classes. Transactions in Fund shares were as follows:

	Year Ended October 31,
Class A	2009			2008
Sales		389,522			893,652
Issued to shareholders electing to receive payments of distributions in Fund shares		9,086			6,209
Redemptions		(46,327	)		(716,184	)
Net increase		352,281			183,677

At October 31, 2009, EVM owned 18.3% of the outstanding shares of the Fund.

8Review for Subsequent Events

In connection with the preparation of the financial statements of the Fund as of and for the year ended October 31, 2009, events and transactions subsequent to October 31, 2009 through December 23, 2009, the date the financial statements were issued, have been evaluated by the Fund’s management for possible adjustment and/or disclosure. Management has not identified any subsequent events requiring financial statement disclosure as of the date these financial statements were issued.

10

Eaton Vance Emerging Markets Local Income Fundas of October 31, 2009

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Trustees of Eaton Vance Mutual Funds
Trust and Shareholders of Eaton Vance Emerging Markets Local Income Fund:

We have audited the accompanying statement of assets and liabilities of Eaton Vance Emerging Markets Local Income Fund (the “Fund”) (one of the funds constituting Eaton Vance Mutual Funds Trust) as of October 31, 2009, 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 financial highlights for each of the two years in the period then ended and the period from the start of business, June 27, 2007, to October 31, 2007. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the 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 financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Eaton Vance Emerging Markets Local Income Fund as of October 31, 2009, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the two years in the period then ended and the period from the start of business, June 27, 2007, to October 31, 2007, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 23, 2009

11

Eaton Vance Emerging Markets Local Income Fundas of October 31, 2009

FEDERAL TAX INFORMATION (Unaudited)

The Form 1099-DIV you receive in January 2010 will show the tax status of all distributions paid to your account in calendar year 2009. Shareholders are advised to consult their own tax adviser with respect to the tax consequences of their investment in the Fund. As required by the Internal Revenue Code regulations, shareholders must be notified within 60 days of the Fund’s fiscal year end regarding the status of the foreign tax credit.

Foreign Tax Credit.  The Fund designates a foreign tax credit of $4,301 and recognizes foreign source income of $122,698.

12

Emerging Markets Local Income Portfolioas of October 31, 2009

PORTFOLIO OF INVESTMENTS

Foreign Government Bonds — 66.8%
		Principal
Security		Amount		U.S. $ Value
Brazil — 7.6%
Nota Do Tesouro Nacional, 6.00%, 5/15/15(1)	BRL		414,795	$	228,174
Nota Do Tesouro Nacional, 10.00%, 1/1/10	BRL		3,775,000		2,146,398
Nota Do Tesouro Nacional, 10.00%, 1/1/11	BRL		1,425,000		805,881
Nota Do Tesouro Nacional, 10.00%, 1/1/12	BRL		3,842,000		2,115,561
Nota Do Tesouro Nacional, 10.00%, 1/1/14	BRL		4,310,000		2,247,995
Nota Do Tesouro Nacional, 10.00%, 1/1/17	BRL		1,975,000		967,276
Republic of Brazil, 10.25%, 1/10/28	BRL		620,000		352,833
Total Brazil (identified cost $8,051,496)				$	8,864,118
Chile — 2.1%
Government of Chile, 2.10%, 9/1/15(2)	CLP		83,800,640	$	151,379
Government of Chile, 3.00%, 7/1/13(3)	CLP		482,046,808		924,719
Government of Chile, 3.00%, 5/1/17(4)	CLP		649,715,263		1,222,674
Government of Chile, 5.00%, 9/1/11(5)	CLP		62,850,480		125,969
Total Chile (identified cost $2,423,248)				$	2,424,741
Colombia — 3.0%
Republic of Colombia, 9.85%, 6/28/27	COP		2,200,000,000	$	1,232,121
Republic of Columbia, 12.00%, 10/22/15	COP		3,700,000,000		2,242,583
Total Colombia (identified cost $2,976,872)				$	3,474,704
Congo — 0.0%
Republic of Congo, 3.00%, 6/30/29	USD		109,250	$	54,352
Total Congo (identified cost $42,861)				$	54,352
Costa Rica — 0.1%
Titulo Propiedad Ud, 1.00%, 1/12/22(6)	CRC		88,329,237	$	67,098
Titulo Propiedad Ud, 1.63%, 7/13/16(7)	CRC		10,429,115		8,052
Total Costa Rica (identified cost $102,608)				$	75,150
Egypt — 0.3%
Arab Republic of Egypt, 8.75%, 7/18/12(8)	EGP		1,690,000	$	321,403
Total Egypt (identified cost $295,918)				$	321,403
Georgia — 0.2%
Republic of Georgia, 7.50%, 4/15/13	USD		280,000	$	284,200
Total Georgia (identified cost $195,048)				$	284,200
Ghana — 0.3%
Ghana Government Bond, 13.00%, 8/2/10	GHS		470,000	$	303,654
Total Ghana (identified cost $503,347)				$	303,654
Hungary — 7.6%
Hungary Government Bond, 5.50%, 2/12/16	HUF		210,000,000	$	1,025,701
Hungary Government Bond, 6.00%, 10/24/12	HUF		538,920,000		2,782,966
Hungary Government Bond, 6.00%, 11/24/23	HUF		195,000,000		928,933
Hungary Government Bond, 6.75%, 2/24/17	HUF		303,100,000		1,560,797
Hungary Government Bond, 6.75%, 11/24/17	HUF		148,000,000		761,552
Hungary Government Bond, 7.25%, 6/12/12	HUF		322,000,000		1,724,742
Total Hungary (identified cost $7,843,586)				$	8,784,691
Indonesia — 7.2%
Indonesia Government, 9.00%, 9/15/13	IDR		9,800,000,000	$	1,022,371
Indonesia Government, 9.00%, 9/15/18	IDR		17,700,000,000		1,749,705
Indonesia Government, 9.75%, 5/15/37	IDR		12,436,000,000		1,173,444
Indonesia Government, 10.00%, 9/15/24	IDR		22,100,000,000		2,216,908
Indonesia Government, 11.00%, 11/15/20	IDR		7,910,000,000		871,467
Indonesia Government, 11.50%, 9/15/19	IDR		12,000,000,000		1,363,275
Total Indonesia (identified cost $7,888,838)				$	8,397,170
Ivory Coast — 0.0%
Ivory Coast, 4.00%, 3/31/28(9)	USD		75,000	$	44,962
Total Ivory Coast (identified cost $27,721)				$	44,962
Macedonia — 0.3%
Republic of Macedonia, 4.625%, 12/8/15	EUR		280,000	$	360,332
Total Macedonia (identified cost $240,491)				$	360,332

See notes to financial statements

13

Emerging Markets Local Income Portfolioas of October 31, 2009

PORTFOLIO OF INVESTMENTS CONT’D

		Principal
Security		Amount		U.S. $ Value
Malaysia — 9.7%
Malaysian Government, 3.74%, 2/27/15	MYR		13,350,000	$	3,878,178
Malaysian Government, 3.76%, 4/28/11	MYR		10,900,000		3,258,897
Malaysian Government, 4.24%, 2/7/18	MYR		13,900,000		4,087,655
Total Malaysia (identified cost $11,158,211)				$	11,224,730
Mexico — 3.4%
Government of Mexico, 10.00%, 12/5/24	MXN		29,210,000	$	2,544,088
Government of Mexico, 10.00%, 11/20/36	MXN		16,370,000		1,416,346
Total Mexico (identified cost $4,290,032)				$	3,960,434
Peru — 2.1%
Republic of Peru, 6.90%, 8/12/37(8)	PEN		2,367,000	$	899,923
Republic of Peru, 7.84%, 8/12/20	PEN		1,000,000		402,535
Republic of Peru, 8.60%, 8/12/17	PEN		2,605,000		1,107,952
Total Peru (identified cost $2,125,496)				$	2,410,410
Poland — 3.6%
Poland Government Bond, 3.00%, 8/24/16(10)	PLN		1,507,766	$	498,271
Poland Government Bond, 4.75%, 4/25/12	PLN		2,010,000		690,826
Poland Government Bond, 5.25%, 10/25/17	PLN		3,575,000		1,178,014
Poland Government Bond, 5.75%, 9/23/22	PLN		5,420,000		1,810,981
Total Poland (identified cost $4,724,464)				$	4,178,092
South Africa — 3.4%
Republic of South Africa, 6.50%, 6/2/14	USD		500,000	$	547,500
Republic of South Africa, 7.25%, 1/15/20	ZAR		30,500,000		3,406,526
Total South Africa (identified cost $3,852,847)				$	3,954,026
South Korea — 0.2%
Republic of South Korea, 7.125%, 4/16/19	USD		160,000	$	187,698
Total South Korea (identified cost $158,541)				$	187,698
Thailand — 7.5%
Bank of Thailand, 3.625%, 5/2/11	THB		22,000,000	$	675,804
Kingdom of Thailand, 3.625%, 5/22/15	THB		85,000,000		2,500,333
Kingdom of Thailand, 5.125%, 3/13/18	THB		121,500,000		3,868,331
Kingdom of Thailand, 5.67%, 3/13/28	THB		49,000,000		1,637,798
Total Thailand (identified cost $8,631,675)				$	8,682,266
Turkey — 7.6%
Turkey Government Bond, 9.00%, 5/21/14(11)	TRY		635,789	$	504,317
Turkey Government Bond, 10.00%, 2/15/12(12)	TRY		5,672,451		4,241,367
Turkey Government Bond, 12.00%, 8/14/13(13)	TRY		4,891,409		4,112,917
Total Turkey (identified cost $7,334,080)				$	8,858,601
Uruguay — 0.6%
Republic of Uruguay, 5.00%, 9/14/18(14)	UYU		13,195,046	$	653,685
Total Uruguay (identified cost $570,352)				$	653,685
Total Foreign Government Bonds
(identified cost $73,437,732)				$	77,499,419
Foreign Corporate Bonds — 0.2%
		Principal
Security		Amount		U.S. $ Value
Kazakhstan — 0.2%
Kazkommerts International, 7.875%, 4/7/14(15)	USD		300,000	$	252,750
Total Kazakhstan (identified cost $249,297)				$	252,750
Total Foreign Corporate Bonds
(identified cost $249,297)				$	252,750
Mortgage Pass-Throughs — 17.7%
		Principal
Security		Amount		U.S. $ Value
Federal Home Loan Mortgage Corp.:
6.50% with maturity at 2024		$	5,990,464	$	6,585,594
7.50% with maturity at 2034			980,773		1,104,379
				$	7,689,973
Federal National Mortgage Association:
2.723% with maturity at 2035(16)(17)			1,945,334		1,995,822
4.419% with maturity at 2035(16)			1,758,392		1,829,826

See notes to financial statements

14

Emerging Markets Local Income Portfolioas of October 31, 2009

PORTFOLIO OF INVESTMENTS CONT’D

	Principal
Security	Amount		U.S. $ Value
Federal National Mortgage Association: (continued)
5.50% with maturity at 2017	$	1,157,459	$	1,232,418
6.00% with maturity at 2032		1,472,003		1,571,811
6.50% with maturity at 2017		1,294,190		1,369,639
7.00% with various maturities to 2033		2,728,158		3,027,194
8.50% with maturity at 2032		1,570,277		1,836,865
			$	12,863,575
Total Mortgage Pass-Throughs
(identified cost $19,948,379)			$	20,553,548

Currency Options Purchased — 0.0%
	Principal Amount
	of Contracts		Strike		Expiration
Description	(000’s omitted)		Price		Date		U.S. $ Value
Japanese Yen Put Option	JPY	119,000	JPY	106.91		4/8/10	$	873
Total Currency Options Purchased
(identified cost $20,625)							$	873

Short-Term Investments — 15.0%
Foreign Government Securities — 8.5%
		Principal
Security		Amount		U.S. $ Value
Egypt — 3.3%
Egypt Treasury Bill, 0.00%, 11/3/09	EGP		3,650,000	$	666,730
Egypt Treasury Bill, 0.00%, 11/10/09	EGP		200,000		36,465
Egypt Treasury Bill, 0.00%, 11/17/09	EGP		3,750,000		682,427
Egypt Treasury Bill, 0.00%, 11/24/09	EGP		1,250,000		227,046
Egypt Treasury Bill, 0.00%, 12/1/09	EGP		1,700,000		308,202
Egypt Treasury Bill, 0.00%, 12/8/09	EGP		5,900,000		1,067,633
Egypt Treasury Bill, 0.00%, 6/29/10	EGP		1,150,000		197,077
Egypt Treasury Bill, 0.00%, 8/3/10	EGP		850,000		144,315
Egypt Treasury Bill, 0.00%, 9/28/10	EGP		825,000		138,039
Egypt Treasury Bill, 0.00%, 10/26/10	EGP		1,100,000		182,568
Egypt Treasury Bill, 0.00%, 10/26/10	EGP		875,000		145,225
Total Egypt (identified cost $3,766,449)				$	3,795,727
Iceland — 0.1%
Iceland Treasury Bill, 0.00%, 11/16/09	ISK		12,824,000	$	86,441
Iceland Treasury Bill, 0.00%, 2/15/10	ISK		2,356,000		15,542
Iceland Treasury Note, 7.00%, 3/17/10	ISK		8,011,000		53,926
Total Iceland (identified cost $148,342)				$	155,909
Lebanon — 2.5%
Lebanon Treasury Bill, 0.00%, 11/5/09	LBP		200,000,000	$	133,068
Lebanon Treasury Bill, 0.00%, 11/19/09	LBP		192,000,000		127,510
Lebanon Treasury Bill, 0.00%, 12/17/09	LBP		104,310,000		69,075
Lebanon Treasury Bill, 0.00%, 12/17/09	LBP		109,800,000		72,711
Lebanon Treasury Bill, 0.00%, 12/24/09	LBP		165,220,000		109,309
Lebanon Treasury Bill, 0.00%, 12/31/09	LBP		173,330,000		114,565
Lebanon Treasury Bill, 0.00%, 1/7/10	LBP		168,000,000		110,932
Lebanon Treasury Bill, 0.00%, 1/21/10	LBP		115,000,000		75,776
Lebanon Treasury Bill, 0.00%, 2/4/10	LBP		229,000,000		150,556
Lebanon Treasury Bill, 0.00%, 2/18/10	LBP		168,000,000		110,189
Lebanon Treasury Bill, 0.00%, 3/4/10	LBP		68,000,000		44,488
Lebanon Treasury Bill, 0.00%, 3/18/10	LBP		733,150,000		478,378
Lebanon Treasury Bill, 0.00%, 4/1/10	LBP		365,000,000		237,495
Lebanon Treasury Bill, 0.00%, 4/15/10	LBP		449,000,000		291,297
Lebanon Treasury Bill, 0.00%, 4/29/10	LBP		770,000,000		499,167
Lebanon Treasury Bill, 0.00%, 9/23/10	LBP		184,000,000		116,128
Lebanon Treasury Bill, 0.00%, 10/21/10	LBP		334,800,000		210,309
Total Lebanon (identified cost $2,936,838)				$	2,950,953
South Korea — 0.6%
Korea Monetary Stabilization Bond, 5.45%, 1/23/10	KRW		171,410,000	$	146,030
Korea Monetary Stabilization Bond, 5.54%, 11/14/09	KRW		385,730,000		326,630
Korea Monetary Treasury Bond, 4.75%, 12/10/09	KRW		225,760,000		191,466
Total South Korea (identified cost $641,197)				$	664,126
Sri Lanka — 2.0%
Sri Lanka Government Bond, 15.50%, 1/15/10	LKR		27,600,000	$	243,471
Sri Lanka Treasury Bill, 0.00%, 11/6/09	LKR		27,800,000		241,768
Sri Lanka Treasury Bill, 0.00%, 11/6/09	LKR		76,740,000		667,384
Sri Lanka Treasury Bill, 0.00%, 1/8/10	LKR		39,400,000		337,611
Sri Lanka Treasury Bill, 0.00%, 1/15/10	LKR		50,800,000		434,557

See notes to financial statements

15

Emerging Markets Local Income Portfolioas of October 31, 2009

PORTFOLIO OF INVESTMENTS CONT’D

		Principal
Security		Amount		U.S. $ Value
Sri Lanka (continued)
Sri Lanka Treasury Bill, 0.00%, 2/5/10	LKR		47,330,000	$	402,870
Total Sri Lanka (identified cost $2,320,811)				$	2,327,661
Total Foreign Government Securities
(identified cost $9,813,637)				$	9,894,376
Repurchase Agreements(18) — 4.3%
		Principal
		Amount
Description		(000’s omitted)		U.S. $ Value
Barclays Bank PLC:
Dated 9/16/09, with an interest rate of 0.85%, collateralized by Costa Rica Government Bond with an interest rate of 9.995%, a maturity date of 8/1/20 and a market value of $1,309,710.		$	1,287	$	1,286,788
Dated 10/16/09, with an interest rate of 0.80%, collateralized by Venezuela Government Bond with an interest rate of 9.25%, a maturity date of 5/7/28 and a market value of $3,784,757.			3,674		3,674,422
Total Repurchase Agreements
(identified cost $4,961,210)				$	4,961,210
Other Securities — 2.2%
		Interest
Description		(000’s omitted)		U.S. $ Value
Cash Management Portfolio, 0.00%(19)		$	2,559	$	2,559,317
Total Other Securities
(identified cost $2,559,317)				$	2,559,317
Total Short-Term Investments
(identified cost $17,334,164)				$	17,414,903
Total Investments — 99.7%
(identified cost $110,990,197)				$	115,721,493

Currency Options Written — 0.0%
	Principal Amount
	of Contracts		Strike		Expiration
Description	(000’s omitted)		Price		Date		U.S. $ Value
Japanese Yen Call Option		JPY 170,000	JPY	76.3		4/8/10	$	(8,895	)
Total Currency Options Written (Premiums received $21,790)							$	(8,895	)
Other Assets, Less Liabilities — 0.3%							$	327,265
Net Assets — 100.0%							$	116,039,863

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

BRL - Brazilian Real

CLP - Chilean Peso

COP - Colombian Peso

CRC - Costa Rican Colon

EGP - Egyptian Pound

EUR - Euro

GHS - Ghanaian Cedi

HUF - Hungarian Forint

IDR - Indonesian Rupiah

ISK - Icelandic Krona

JPY - Japanese Yen

KRW - South Korean Won

LBP - Lebanese Pound

LKR - Sri Lanka Rupee

MXN - Mexican Peso

MYR - Malaysian Ringgit

PEN - Peruvian New Sol

PLN - Polish Zloty

THB - Thai Baht

TRY - New Turkish Lira

USD - United State Dollar

UYU - Uruguayan Peso

ZAR - South African Rand

(1)	Bond pays a 6.00% coupon on the face at the end of the payment period. Principal is adjusted based on the IPCA (Amplified Consumer Price Index) as determined by the Brazilian Institute of Geography and Statistics. The original face is BRL 224,000 and current face is BRL 414,795.
(2)	Bond pays a 2.10% coupon on the face at the end of the payment period. Principal is adjusted based on the Chilean Inflation Indexed CPI. The original face is CLP 83,732,080 and the current face is CLP 83,800,640.
(3)	Bond pays a 3.00% coupon on the face at the end of the payment period. Principal is adjusted based on the Chilean Inflation Indexed CPI. The original face is CLP 481,652,430 and the current face is CLP 482,046,808.

See notes to financial statements

16

Emerging Markets Local Income Portfolioas of October 31, 2009

PORTFOLIO OF INVESTMENTS CONT’D

(4)	Bond pays a 3.00% coupon on the face at the end of the payment period. Principal is adjusted based on the Chilean Inflation Indexed CPI. The original face is CLP 649,183,710 and the current face is CLP 649,715,263.
(5)	Bond pays a 5.00% coupon on the face at the end of the payment period. Principal is adjusted based on the Chilean Inflation Indexed CPI. The original face is CLP 62,821,350 and the current face is CLP 62,850,480.
(6)	Bond pays a 1.00% coupon on the face at the end of the payment period. Principal is adjusted based on Development Units (Unidades de Desarrolla) as calculated by the General Superintendent of Values. The original face is CRC 72,100,000 and current face is CRC 88,329,237.
(7)	Bond pays a 1.63% coupon on the face at the end of the payment period. Principal is adjusted based on Development Units (Unidades de Desarrolla) as calculated by the General Superintendent of Values. The original face is CRC 8,100,000 and current face is CRC 10,429,115.
(8)	Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be sold in transactions exempt from registration, normally to qualified institutional buyers. At October 31, 2009, the aggregate value of these securities is $1,221,326 or 1.1% of the Portfolio’s net assets.
(9)	Currently the issuer is in default with respect to interest payments.
(10)	Bond pays a 3.00% coupon on the face at the end of the payment period. Principal is adjusted based on the Poland Inflation Indexed CPI. The original face is PLN 1,315,000 and the current face is PLN 1,507,766.
(11)	Bond pays a 9.00% coupon on the face at the end of the payment period. Principal is adjusted based on the Turkey Inflation Indexed CPI. The original face is TRY 630,000 and current face is TRY 635,789.
(12)	Bond pays a 10.00% coupon on the face at the end of the payment period. Principal is adjusted based on the Turkey Inflation Indexed CPI. The original face is TRY 4,668,000 and the current face is TRY 5,672,451.
(13)	Bond pays a 12.00% coupon on the face at the end of the payment period. Principal is adjusted based on the Turkey Inflation Indexed CPI. The original face is TRY 4,634,000 and the current face is TRY 4,891,409.
(14)	Bond pays a 5.00% coupon on the face at the end of the payment period. Principal is adjusted based on the Uruguayan inflation rate. The original face is UYU 10,440,000 and the current face is UYU 13,195,046.
(15)	Security exempt from registration under Regulation S of the Securities Act of 1933, which exempts from registration securities offered and sold outside the United States. Security may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933.
(16)	Adjustable rate mortgage security. Rate shown is the rate at October 31, 2009.

(17)	Security (or a portion thereof) has been pledged to cover collateral requirements on open financial contracts.
(18)	Open repurchase agreement with no specific maturity date. Either party may terminate the agreement upon demand.
(19)	Affiliated investment company available to Eaton Vance portfolios and funds which invests in high quality, U.S. dollar denominated money market instruments. The rate shown is the annualized seven-day yield as of October 31, 2009.

See notes to financial statements

17

Emerging Markets Local Income Portfolioas of October 31, 2009

FINANCIAL STATEMENTS

Statement of Assets and Liabilities

As of October 31, 2009
Assets
Unaffiliated investments, at value (identified cost, $108,430,880)	$	113,162,176
Affiliated investment, at value (identified cost, $2,559,317)		2,559,317
Foreign currency, at value (identified cost, $296,401)		288,652
Interest receivable		1,541,124
Cash held by broker for open financial futures contracts		13,043
Receivable for open forward foreign currency exchange contracts		332,320
Receivable for closed forward foreign currency exchange contracts		99,484
Receivable for open swap contracts		391,518
Receivable for closed swap contracts		14,741
Receivable for closed options		55,031
Premium paid on open swap contracts		43,664
Total assets	$	118,501,070
Liabilities
Payable for investments purchased	$	781,535
Payable for variation margin on open financial futures contracts		4,867
Payable for open forward foreign currency exchange contracts		1,045,316
Payable for closed forward foreign currency exchange contracts		2,811
Payable for open swap contracts		450,833
Written options outstanding, at value (premiums received, $21,790)		8,895
Payable to affiliates:
Investment adviser fee		63,782
Trustees’ fees		343
Accrued expenses		102,825
Total liabilities	$	2,461,207
Net Assets applicable to investors’ interest in Portfolio	$	116,039,863
Sources of Net Assets
Net proceeds from capital contributions and withdrawals	$	112,062,297
Net unrealized appreciation		3,977,566
Total	$	116,039,863

Statement of Operations

For the Year Ended
October 31, 2009
Investment Income
Interest (net of foreign taxes, $146,208)	$	5,247,743
Interest allocated from affiliated investment		51,499
Expenses allocated from affiliated investment		(33,144	)
Total investment income	$	5,266,098
Expenses
Investment adviser fee	$	488,695
Trustees’ fees and expenses		3,921
Custodian fee		141,571
Legal and accounting services		58,019
Miscellaneous		4,154
Total expenses	$	696,360
Deduct —
Reduction of custodian fee	$	15
Total expense reductions	$	15
Net expenses	$	696,345
Net investment income	$	4,569,753
Realized and Unrealized Gain (Loss)
Net realized gain (loss) —
Investment transactions	$	(2,263,906	)
Financial futures contracts		(5,651	)
Swap contracts		42,101
Foreign currency and forward foreign currency exchange contract transactions		7,162,950
Net realized gain	$	4,935,494
Change in unrealized appreciation (depreciation) —
Investments	$	13,624,676
Financial futures contracts		(35,063	)
Swap contracts		356,383
Written options		12,895
Foreign currency and forward foreign currency exchange contracts		(1,591,135	)
Net change in unrealized appreciation (depreciation)	$	12,367,756
Net realized and unrealized gain	$	17,303,250
Net increase in net assets from operations	$	21,873,003

See notes to financial statements

18

Emerging Markets Local Income Portfolioas of October 31, 2009

FINANCIAL STATEMENTS CONT’D

Statements of Changes in Net Assets

Increase (Decrease)	Year Ended			Year Ended
in Net Assets	October 31, 2009			October 31, 2008
From operations —
Net investment income	$	4,569,753		$	3,690,109
Net realized gain (loss) from investment transactions, financial futures contracts, swap contracts, and foreign currency and forward foreign currency exchange contract transactions		4,935,494			(3,152,077	)
Net change in unrealized appreciation (depreciation) from investments, financial futures contracts, swap contracts, written options, foreign currency and forward foreign currency exchange contacts		12,367,756			(10,955,617	)
Net increase (decrease) in net assets from operations	$	21,873,003		$	(10,417,585	)
Capital transactions —
Contributions	$	34,727,341		$	26,776,677
Withdrawals		(1,397,348	)		(11,334,998	)
Net increase in net assets from capital transactions	$	33,329,993		$	15,441,679
Net increase in net assets	$	55,202,996		$	5,024,094
Net Assets
At beginning of year	$	60,836,867		$	55,812,773
At end of year	$	116,039,863		$	60,836,867

See notes to financial statements

19

Emerging Markets Local Income Portfolioas of October 31, 2009

FINANCIAL STATEMENTS CONT’D

Supplementary Data

	Year Ended October 31,
							Period Ended
	2009			2008			October 31, 2007(1)
Ratios/Supplemental Data
Ratios (as a percentage of average daily net assets):
Expenses(2)		0.91	%		0.96	%		1.13	%(3)
Net investment income		5.70	%		5.51	%		5.25	%(3)
Portfolio Turnover		26	%		38	%		2	%(4)
Total Return		30.48	%		(13.13	)%		10.48	%(4)
Net assets, end of period (000’s omitted)	$	116,040		$	60,837		$	55,813

(1)	For the period from the start of business, June 27, 2007, to October 31, 2007.
(2)	Excludes the effect of custody fee credits, if any, of less than 0.005%.
(3)	Annualized.
(4)	Not annualized.

See notes to financial statements

20

Emerging Markets Local Income Portfolioas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS

1Significant Accounting Policies

Emerging Markets Local Income Portfolio (the Portfolio) is a New York trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as a non-diversified, open-end management investment company. The Portfolio’s investment objective is to seek total return. The Declaration of Trust permits the Trustees to issue interests in the Portfolio. At October 31, 2009, Eaton Vance Emerging Markets Local Income Fund, Eaton Vance Strategic Income Fund and Eaton Vance Medallion Strategic Income Fund held an interest of 4.6%, 84.6% and 10.7%, 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 source of authoritative accounting principles applied in the preparation of the Portfolio’s financial statements is the Financial Accounting Standards Board (FASB) Accounting Standards Codification (the Codification), which superseded existing non-Securities and Exchange Commission accounting and reporting standards for interim and annual reporting periods ending after September 15, 2009. The adoption of the Codification for the current reporting period did not impact the Portfolio’s application of generally accepted accounting principles.

AInvestment Valuation — Debt obligations (including short-term obligations with a remaining maturity of more than sixty days and excluding most seasoned mortgage-backed securities) will normally be valued on the basis of quotations provided by third party pricing services. The pricing services will use various techniques that consider factors including, but not limited to, reported trades or dealer quotations, prices or yields of securities with similar characteristics, benchmark yields, broker/dealer quotes, issuer spreads, as well as industry and economic events. Most seasoned, fixed rate 30-year mortgage-backed securities are valued through the use of the investment adviser’s matrix pricing system, which takes into account bond prices, yield differentials, anticipated prepayments and interest rates provided by dealers. Short-term debt securities with a remaining maturity of sixty days or less (excluding those that are non-U.S. dollar denominated, which typically are valued by a pricing service or dealer quotes) are generally valued at amortized cost, which approximates market value. Exchange-traded options are valued at the last sale price for the day of valuation as quoted on any exchange on which the option is listed or, in the absence of sales on such date, at the mean between the closing bid and asked prices therefore as reported by the Options Price Reporting Authority. Over-the-counter options (including options on securities, indices and foreign currencies) are valued by a third party pricing service using techniques that consider factors including the value of the underlying instrument, the volatility of the underlying instrument and the period of time until option expiration. Financial futures contracts are valued at the settlement price established by the board of trade or exchange on which they are traded. Forward foreign currency exchange contracts are generally valued at the mean of the average bid and average asked prices that are reported by currency dealers to a third party pricing service at the valuation time. Such third party pricing service valuations are supplied for specific settlement periods and the Portfolio’s forward foreign currency exchange contracts are valued at an interpolated rate between the closest preceding and subsequent settlement period reported by the third party pricing service. Interest rate swaps are normally valued using valuations provided by a third party pricing service. Such pricing service valuations are based on the present value of fixed and projected floating rate cash flows over the term of the swap contract. Future cash flows are discounted to their present value using swap quotations provided by electronic data services or by broker/dealers. Credit default swaps are normally valued using valuations provided by a third party pricing service. The pricing services employ electronic data processing techniques to determine the present value based on credit spread quotations obtained from broker/dealers and expected default recovery rates determined by the pricing service using proprietary models. Foreign securities and currencies are valued in U.S. dollars, based on foreign currency exchange rate quotations supplied by a third party pricing service. The pricing service uses a proprietary model to determine the exchange rate. Inputs to the model include reported trades and implied bid/ask spreads. 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.

21

Emerging Markets Local Income Portfolioas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

The Portfolio may invest in Cash Management Portfolio (Cash Management), an affiliated investment company managed by Boston Management and Research (BMR), a subsidiary of Eaton Vance Management (EVM). Cash Management generally values its investment securities utilizing the amortized cost valuation technique permitted by Rule 2a-7 under the 1940 Act, pursuant to which Cash Management must comply with certain conditions. This technique involves initially valuing a portfolio security at its cost and thereafter assuming a constant amortization to maturity of any discount or premium. If amortized cost is determined not to approximate fair value, Cash Management may value its investment securities in the same manner as debt obligations described above.

BInvestment 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.

CIncome — Interest income is recorded on the basis of interest accrued, adjusted for amortization of premium or accretion of discount.

DFederal 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 October 31, 2009, the Portfolio had no uncertain tax positions that would require financial statement recognition, de-recognition, or disclosure. Each of the Portfolio’s federal tax returns filed since the start of business on June 27, 2007 to October 31, 2009 remains subject to examination by the Internal Revenue Service.

EExpense 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.

FForeign Currency Translation — Investment valuations, other assets, and liabilities initially expressed in foreign currencies are translated each business day into U.S. dollars based upon current exchange rates. Purchases and sales of foreign investment securities and income and expenses denominated in foreign currencies are translated into U.S. dollars based upon currency exchange rates in effect on the respective dates of such transactions. Recognized gains or losses on investment transactions attributable to changes in foreign currency exchange rates are recorded for financial statement purposes as net realized gains and losses on investments. That portion of unrealized gains and losses on investments that results from fluctuations in foreign currency exchange rates is not separately disclosed.

GUse 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.

HIndemnifications — 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.

IFinancial Futures Contracts — The Portfolio may enter into financial futures contracts. The Portfolio’s investment in financial futures contracts is designed for hedging against changes in interest rates or as a substitute for the purchase of securities. Upon entering into a financial futures contract, the Portfolio is required to deposit with the broker, either in cash or securities, an amount equal to a certain percentage of the purchase price (initial margin). Subsequent payments, known as variation margin, are made or received by the Portfolio each business day, depending on the daily fluctuations in the

22

Emerging Markets Local Income Portfolioas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

value of the underlying security, and are recorded as unrealized gains or losses by the Portfolio. Gains (losses) are realized upon the expiration or closing of the financial futures contracts. Should market conditions change unexpectedly, the Portfolio may not achieve the anticipated benefits of the financial futures contracts and may realize a loss. Futures contracts have minimal counterparty risk as they are exchange traded and the clearinghouse for the exchange is substituted as the counterparty, guaranteeing counterparty performance.

JForward Foreign Currency Exchange Contracts — The Portfolio may enter into forward foreign currency exchange contracts for the purchase or sale of a specific foreign currency at a fixed price on a future date. The Portfolio enters into forward contracts for hedging purposes as well as non-hedging purposes. The forward foreign currency exchange contracts are adjusted by the daily exchange rate of the underlying currency and any gains or losses are recorded as unrealized until such time as the contracts have been closed or offset by another contract with the same broker for the same settlement date and currency. Risks may arise upon entering these contracts from the potential inability of counterparties to meet the terms of their contracts and from movements in the value of a foreign currency relative to the U.S. dollar.

KWritten Options — Upon the writing of a call or a put option, the premium received by the Portfolio is included in the Statement of Assets and Liabilities as a liability. The amount of the liability is subsequently marked-to-market to reflect the current market value of the option written, in accordance with the Portfolio’s policies on investment valuations discussed above. Premiums received from writing options which expire are treated as realized gains. Premiums received from writing options which are exercised or are closed are added to or offset against the proceeds or amount paid on the transaction to determine the realized gain or loss. If a put option on a security is exercised, the premium reduces the cost basis of the securities purchased by the Portfolio. The Portfolio, as a writer of an option, may have no control over whether the underlying securities or other assets may be sold (call) or purchased (put) and, as a result, bears the market risk of an unfavorable change in the price of the securities or other assets underlying the written option. The Portfolio may also bear the risk of not being able to enter into a closing transaction if a liquid secondary market does not exist.

LPurchased Options — Upon the purchase of a call or put option, the premium paid by the Portfolio is included in the Statement of Assets and Liabilities as an investment. The amount of the investment is subsequently marked-to-market to reflect the current market value of the option purchased, in accordance with the Portfolio’s policies on investment valuations discussed above. If an option which the Portfolio had purchased expires on the stipulated expiration date, the Portfolio will realize a loss in the amount of the cost of the option. If 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. If the Portfolio exercises a put option, it will realize a gain or loss from the sale of the underlying security, and the proceeds from such sale will be decreased by the premium originally paid. If the Portfolio exercises a call option, the cost of the security which the Portfolio purchases upon exercise will be increased by the premium originally paid.

MInterest Rate Swaps — The Portfolio may enter into interest rate swap agreements to enhance return, to hedge against fluctuations in securities prices or interest rates, or as substitution for the purchase or sale of securities. Pursuant to these agreements, the Portfolio either makes floating-rate payments based on a benchmark interest rate in exchange for fixed-rate payments or the Portfolio makes fixed-rate payments in exchange for payments on a floating benchmark interest rate. Payments received or made are recorded as realized gains or losses. During the term of the outstanding swap agreement, changes in the underlying value of the swap are recorded as unrealized gains or losses. The value of the swap is determined by changes in the relationship between two rates of interest. The Portfolio is exposed to credit loss in the event of non-performance by the swap counterparty. Risk may also arise from movements in interest rates.

NCross-Currency Swaps — Cross-currency swaps are interest rate swaps in which interest cash flows are exchanged between two parties based on the notional amounts of two different currencies. The notional amounts are typically determined based on the spot exchange rates at the inception of the trade. Cross-currency swaps also involve the exchange of the notional amounts at the start of the contract at the current spot rate with an agreement to re-exchange such amounts at a later date at either the same exchange rate, a specified rate or the then current spot rate. The entire principal value of a cross-currency swap is subject to the risk that the counterparty to the swap will default on its contractual delivery obligations.

23

Emerging Markets Local Income Portfolioas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

OCredit Default Swaps — When the Portfolio is the buyer of a credit default swap contract, the Portfolio is entitled to receive the par (or other agreed-upon) value of a referenced debt obligation (or basket of debt obligations) from the counterparty to the contract if a credit event by a third party, such as a U.S. or foreign corporate issuer or sovereign issuer, on the debt obligation occurs. In return, the Portfolio pays the counterparty a periodic stream of payments over the term of the contract provided that no credit event has occurred. If no credit event occurs, the Portfolio would have spent the stream of payments and received no benefits from the contract. When the Portfolio is the seller of a credit default swap contract, it receives the stream of payments, but is obligated to pay to the buyer of the protection an amount up to the notional amount of the swap and in certain instances take delivery of securities of the reference entity upon the occurrence of a credit event, as defined under the terms of that particular swap agreement. Credit events are contract specific but may include bankruptcy, failure to pay, restructuring, obligation acceleration and repudiation/moratorium. If the Portfolio is a seller of protection and a credit event occurs, the maximum potential amount of future payments that the Portfolio could be required to make would be an amount equal to the notional amount of the agreement. This potential amount would be partially offset by any recovery value of the respective referenced obligation, or net amount received from the settlement of a buy protection credit default swap agreement entered into by the Portfolio for the same referenced obligation. As the seller, the Portfolio effectively adds leverage to its portfolio because, in addition to its total net assets, the Portfolio is subject to investment exposure on the notional amount of the swap. The interest fee paid or received on the swap contract, which is based on a specified interest rate on a fixed notional amount, is accrued daily as a component of unrealized appreciation (depreciation) and is recorded as realized gain upon receipt or realized loss upon payment. The Portfolio also records an increase or decrease to unrealized appreciation (depreciation) in an amount equal to the daily valuation. Upfront payments or receipts, if any, are recorded as other assets or other liabilities, respectively, and amortized over the life of the swap contract as realized gains or losses. The Portfolio segregates assets in the form of cash or liquid securities in an amount equal to the notional amount of the credit default swaps of which it is the seller. The Portfolio segregates assets in the form of cash or liquid securities in an amount equal to any unrealized depreciation of the credit default swaps of which it is the buyer, marked to market on a daily basis. These transactions involve certain risks, including the risk that the seller may be unable to fulfill the transaction.

PTotal Return Swaps — In a total return swap, the Portfolio makes payments at a rate equal to a predetermined spread to the one or three-month LIBOR. In exchange, the Portfolio receives payments based on the rate of return of a benchmark industry index or basket of securities. During the term of the outstanding swap agreement, changes in the underlying value of the swap are recorded as unrealized gains and losses. Periodic payments received or made are recorded as realized gains or losses. The value of the swap is determined by changes in the relationship between the rate of interest and the benchmark industry index or basket of securities. The Portfolio is exposed to credit loss in the event of nonperformance by the swap counterparty. Risk may also arise from the unanticipated movements in value of interest rates, securities, or the index.

QRepurchase Agreements — The Portfolio may enter into repurchase agreements with banks and broker-dealers determined to be creditworthy by the Portfolio’s investment adviser. Under a repurchase agreement, the Portfolio buys a security at one price and simultaneously promises to sell that same security back to the seller at a higher price for settlement at a later date. At the time the Portfolio enters into a repurchase agreement, it typically receives collateral at least equal to the repurchase price. Repurchase agreements are maked-to-market daily. In the event of bankruptcy of the counterparty or a third party custodian, the Portfolio might experience delays in recovering its cash or experience a loss.

2Investment Adviser Fee and Other Transactions with Affiliates

The investment adviser fee is earned by BMR as compensation for investment advisory services rendered to the Portfolio. The fee is computed at an annual rate of 0.65% of the Portfolio’s average daily net assets up to $1 billion and at reduced rates as daily net assets exceed that level, and is payable monthly. The portion of the adviser fee payable by Cash Management on the Portfolio’s investment of cash therein is credited against the Portfolio’s investment adviser fee. For the year ended October 31, 2009, the Portfolio’s investment adviser fee

24

Emerging Markets Local Income Portfolioas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

totaled $520,158 of which $31,463 was allocated from Cash Management and $488,695 was paid or accrued directly by the Portfolio.

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 year ended October 31, 2009, no significant amounts have been deferred. Certain officers and Trustees of the Portfolio are officers of the above organizations.

3Purchases and Sales of Investments

Purchases and sales of investments, other than short-term obligations and including maturities and paydowns, for the year ended October 31, 2009 were as follows:

Purchases
Investments (non-U.S. Government)	$	41,672,574
U.S. Government and Agency Securities		11,967,496
	$	53,640,070
Sales
Investments (non-U.S. Government)	$	14,691,028
U.S. Government and Agency Securities		3,097,256
	$	17,788,284

4Federal Income Tax Basis of Investments

The cost and unrealized appreciation (depreciation) of investments of the Portfolio at October 31, 2009, as determined on a federal income tax basis, were as follows:

Aggregate cost	$	111,619,837
Gross unrealized appreciation	$	5,590,687
Gross unrealized depreciation		(1,489,031	)
Net unrealized appreciation	$	4,101,656

The net unrealized depreciation on foreign currency, forward foreign currency exchange contracts and swap contracts at October 31, 2009 on a federal income tax basis was $1,256,920.

5Financial Instruments

The Portfolio may trade in financial instruments with off-balance sheet risk in the normal course of its investing activities. These financial instruments may include written options, forward foreign currency exchange contracts, financial futures contracts and swap 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 do 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. A summary of written call options at October 31, 2009 is included in the Portfolio of Investments.

A summary of obligations under these financial instruments at October 31, 2009 is as follows:

Forward Foreign Currency Exchange Contracts
Sales
			Net Unrealized
			Appreciation
Settlement Date	Deliver	In Exchange For	(Depreciation)
11/6/09	Sri Lanka Rupee 27,800,000	United States Dollar 237,871	$	(4,189	)
11/6/09	Sri Lanka Rupee 76,740,000	United States Dollar 659,278		(8,912	)
11/19/09	Malaysian Ringgit 1,993,000	United States Dollar 588,635		4,834
11/27/09	Thai Baht 84,236,000	United States Dollar 2,515,258		(3,686	)
11/30/09	Euro 643,000	United States Dollar 947,698		1,485
1/8/10	Sri Lanka Rupee 11,600,000	United States Dollar 98,388		(1,926	)
1/8/10	Sri Lanka Rupee 27,800,000	United States Dollar 235,693		(4,715	)
1/15/10	Sri Lanka Rupee 16,000,000	United States Dollar 135,766		(2,522	)
1/15/10	Sri Lanka Rupee 29,739,000	United States Dollar 252,947		(4,086	)
1/15/10	Sri Lanka Rupee 34,800,000	United States Dollar 295,416		(5,360	)
2/5/10	Sri Lanka Rupee 47,330,000	United States Dollar 403,323		(5,086	)
7/20/10	Kazakhstan Tenge 36,814,800	United States Dollar 225,858		(15,776	)
7/21/10	Kazakhstan Tenge 36,865,500	United States Dollar 227,565		(14,380	)
7/23/10	Kazakhstan Tenge 38,380,000	United States Dollar 236,549		(15,291	)
			$	(79,610	)

25

Emerging Markets Local Income Portfolioas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

Forward Foreign Currency Exchange Contracts (continued)
Purchases
			Net Unrealized
			Appreciation
Settlement Date	In Exchange For	Deliver	(Depreciation)
11/4/09	Indonesian Rupiah 2,095,000,000	United States Dollar 203,715	$	15,619
11/5/09	Mexican Peso 12,486,000	United States Dollar 964,334		(18,817	)
11/5/09	Polish Zloty 580,000	Euro 136,392		(265	)
11/5/09	Polish Zloty 6,555,900	Euro 1,544,200		(6,714	)
11/5/09	Russian Ruble 74,580,000	United States Dollar 2,547,566		6,753
11/5/09	Russian Ruble 6,141,000	United States Dollar 211,613		(1,287	)
11/6/09	Mexican Peso 85,314,691	United States Dollar 6,404,526		55,185
11/6/09	Polish Zloty 515,600	United States Dollar 185,561		(7,376	)
11/6/09	Polish Zloty 18,714,350	United States Dollar 6,642,065		(174,624	)
11/9/09	Hungarian Forint 359,452,750	United States Dollar 2,024,060		(100,946	)
11/9/09	Indian Rupee 14,680,000	United States Dollar 310,688		1,819
11/9/09	Indian Rupee 13,460,000	United States Dollar 288,470		(1,934	)
11/10/09	Indian Rupee 21,900,300	United States Dollar 448,685		17,511
11/10/09	Indonesian Rupiah 4,560,580,000	United States Dollar 450,116		26,848
11/12/09	Russian Ruble 16,100,000	United States Dollar 549,301		1,184
11/12/09	Russian Ruble 10,200,000	United States Dollar 348,034		720
11/13/09	Australian Dollar 298,900	United States Dollar 268,612		191
11/13/09	Euro 879,333	United States Dollar 1,292,559		1,484
11/13/09	South Korean Won 357,300,000	United States Dollar 306,065		(3,883	)
11/16/09	Indian Rupee 11,853,000	United States Dollar 244,392		7,871
11/16/09	Indonesian Rupiah 10,936,400,000	United States Dollar 1,149,989		(7,409	)
11/16/09	Swedish Krona 1,910,000	Euro 185,094		(3,062	)
11/16/09	New Turkish Lira 380,000	United States Dollar 258,820		(6,665	)
11/16/09	New Turkish Lira 7,879,739	United States Dollar 5,371,328		(142,593	)
11/19/09	Malaysian Ringgit 2,777,000	United States Dollar 828,584		(15,129	)
11/19/09	Norwegian Krone 650,000	Euro 78,254		(1,707	)
11/19/09	Zambian Kwacha 425,300,000	United States Dollar 91,897		(453	)
11/20/09	Malaysian Ringgit 1,660,000	United States Dollar 494,489		(8,244	)
11/23/09	Colombian Peso 3,708,271,275	United States Dollar 1,945,833		(95,090	)
11/23/09	Mexican Peso 14,573,000	United States Dollar 1,124,156		(23,188	)
11/23/09	Norwegian Krone 3,872,300	Euro 462,640		(5,039	)
11/23/09	South African Rand 1,530,000	United States Dollar 204,271		(9,097	)
11/23/09	South African Rand 18,925,167	United States Dollar 2,555,038		(140,847	)
11/23/09	South African Rand 19,613,086	United States Dollar 2,648,627		(146,682	)
11/25/09	Indian Rupee 9,100,000	United States Dollar 189,465		4,145
11/27/09	Thai Baht 171,664,700	United States Dollar 5,125,850		7,511
11/27/09	Thai Baht 10,840,000	United States Dollar 323,630		523
11/30/09	Australian Dollar 287,700	United States Dollar 264,851		(6,530	)
11/30/09	Indonesian Rupiah 8,674,000,000	United States Dollar 894,873		9,140
11/30/09	Indonesian Rupiah 2,795,000,000	United States Dollar 293,654		(2,357	)
11/30/09	Norwegian Krone 2,000,000	Euro 239,846		(4,008	)
11/30/09	Serbian Dinar 17,000,000	Euro 180,659		(31	)
12/2/09	Brazilian Real 7,028,000	United States Dollar 3,976,913		(10,370	)
12/4/09	Indian Rupee 4,010,000	United States Dollar 85,319		(30	)
12/11/09	Zambian Kwacha 507,200,000	United States Dollar 95,249		13,250
12/21/09	Indian Rupee 8,800,000	United States Dollar 192,224		(5,161	)
12/21/09	Zambian Kwacha 590,000,000	United States Dollar 109,259		16,620
1/14/10	Indian Rupee 26,430,000	United States Dollar 570,596		(9,231	)

26

Emerging Markets Local Income Portfolioas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

Forward Foreign Currency Exchange Contracts (continued)
Purchases
			Net Unrealized
			Appreciation
Settlement Date	In Exchange For	Deliver	(Depreciation)
1/21/10	Serbian Dinar 21,500,000	Euro 226,197	$	(618	)
1/27/10	Zambian Kwacha 1,046,823,800	United States Dollar 192,502		28,817
4/13/10	Ghanaian Cedi 188,250	United States Dollar 118,583		4,188
5/26/10	Zambian Kwacha 581,200,000	United States Dollar 98,242		19,675
5/27/10	Zambian Kwacha 540,750,000	United States Dollar 91,250		18,425
7/20/10	Ukraine Hryvna 2,269,900	United States Dollar 225,861		16,094
7/21/10	Ukraine Hryvna 2,253,200	United States Dollar 227,596		12,453
7/23/10	Ukraine Hryvna 2,355,400	United States Dollar 237,919		12,757
9/3/10	Ukraine Hryvna 750,000	United States Dollar 66,964		11,285
9/28/10	Zambian Kwacha 417,900,000	United States Dollar 79,373		2,003
6/15/11	Yuan Renminbi 3,800,000	United States Dollar 574,887		9,592
6/15/11	Yuan Renminbi 1,800,000	United States Dollar 272,521		4,338
			$	(633,386	)

At October 31, 2009, closed forward foreign currency purchases and sales contracts excluded above amounted to a receivable of $99,484 and a payable of $2,811.

Futures Contracts
									Net
Expiration			Aggregate						Unrealized
Date	Contracts	Position	Cost			Value			Depreciation
12/09	2 Euro-Bobl	Short	$	(339,148	)	$	(340,305	)	$	(1,157	)
12/09	2 Euro-Bund	Short		(357,006	)		(358,789	)		(1,783	)
12/09	4 U.S. 5 Year Treasury Note	Short		(463,861	)		(465,812	)		(1,951	)
									$	(4,891	)

Euro-Bobl: Medium-term debt securities issued by the Federal Republic of Germany with a remaining term to maturity of 4.5 to 5 years.

Euro-Bund: Long-term debt securities issued by the Federal Republic of Germany with a remaining term to maturity of 8.5 to 10.5 years.

Interest Rate Swaps
		Portfolio
	Notional	Pays/							Net
	Amount	Receives	Floating	Annual					Unrealized
	(000’s	Floating	Rate	Fixed			Termination		Appreciation
Counterparty	omitted)	Rate	Index	Rate			Date		(Depreciation)
Barclays Bank PLC	PLN 8,000	Pay	3-month PLN WIBOR		5.42	%		6/01/14	$	(10,756	)
Citigroup Global Markets	MXN 50,000	Pay	Mexican Interbank Deposit Rate		9.08			8/06/13		259,900
Credit Suisse	PLN 10,000	Pay	3-month PLN WIBOR		5.17			6/15/12		(3,628	)
JPMorgan Chase Bank	BRL 4,252	Pay	Brazil Interbank Deposit Rate		9.67			1/03/11		(14,326	)
JPMorgan Chase Bank	ZAR 36,500	Pay	3-month JIBOR		9.05			10/12/15		87,748
									$	318,938

BRL - Brazilian Real

MXN - Mexican Peso

PLN - Polish Zloty

ZAR - South African Rand

Credit Default Swaps — Sell Protection
							Current
		Notional		Contract			Market			Net
		Amount*		Annual			Annual			Unrealized
Reference		(000’s		Fixed	Termination		Fixed			Appreciation
Entity	Counterparty	omitted)		Rate**	Date		Rate***			(Depreciation)
Brazil	JPMorgan Chase Bank	$	300	5.25%		11/20/09		0.36	%	$	8,034
Iceland	JPMorgan Chase Bank		500	1.75		3/20/18		3.22			(45,489	)
Iceland	JPMorgan Chase Bank		100	1.90		3/20/18		3.22			(8,130	)
Iceland	JPMorgan Chase Bank		200	2.10		3/20/23		3.07			(15,970	)
Iceland	JPMorgan Chase Bank		200	2.45		3/20/23		3.07			(9,941	)
Kazakhstan	Barclays Bank PLC		300	9.75		11/20/09		0.82			14,894
										$	(56,602	)

Credit Default Swaps — Buy Protection
		Notional		Contract			Net
		Amount		Annual			Unrealized
Reference		(000’s		Fixed	Termination		Appreciation
Entity	Counterparty	omitted)		Rate**	Date		(Depreciation)
Austria	Barclays Bank PLC	$	300	0.44%		12/20/13	$	755
Austria	Barclays Bank PLC		200	1.42		3/20/14		(7,776	)
Brazil	Barclays Bank PLC		450	1.65		9/20/19		(3,355	)
Lebanon	Citigroup Global Markets		250	3.30		9/20/14		(8,193	)
Lebanon	Citigroup Global Markets		200	1.00(1)		12/20/14		(1,588	)
Malaysia	Bank of America		200	0.83		12/20/14		1,092
Malaysia	Barclays Bank PLC		300	2.40		3/20/14		(20,251	)
Malaysia	Barclays Bank PLC		400	0.82		12/20/14		2,333
Malaysia	Citigroup Global Markets		300	2.45		3/20/14		(20,898	)

27

Emerging Markets Local Income Portfolioas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

Credit Default Swaps — Buy Protection (continued)
		Notional		Contract			Net
		Amount		Annual			Unrealized
Reference		(000’s		Fixed	Termination		Appreciation
Entity	Counterparty	omitted)		Rate**	Date		(Depreciation)
Philippines	Barclays Bank PLC	$	300	1.84%		12/20/14	$	(890	)
Philippines	Citigroup Global Markets		200	1.84		12/20/14		(593	)
South Africa	Bank of America		300	1.00(1)		12/20/19		(573	)
South Africa	Barclays Bank PLC		300	1.00(1)		12/20/19		(2,688	)
Thailand	Barclays Bank PLC		400	0.97		9/20/19		6,605
Thailand	Citigroup Global Markets		400	0.86		12/20/14		4,415
Thailand	Citigroup Global Markets		200	0.95		9/20/19		3,631
Thailand	JPMorgan Chase Bank		200	0.87		12/20/14		2,111
Turkey	Barclays Bank PLC		1,190	2.12		1/20/13		(30,123	)
Turkey	Citigroup Global Markets		430	2.93		9/20/19		(27,509	)
							$	(103,495	)

*	If the Portfolio is the seller of credit protection, the notional amount is the maximum potential amount of future payments the Portfolio could be required to make if a credit event, as defined in the credit default swap agreement, were to occur. At October 31, 2009, such maximum potential amount for all open credit default swaps in which the Portfolio is the seller was $1,600,000.
**	The contract annual fixed rate represents the fixed rate of interest received by the Portfolio (as a seller of protection) or paid by the Portfolio (as a buyer of protection) annually on the notional amount of the credit default swap contract.
***	Current market annual fixed rates, utilized in determining the net unrealized appreciation or depreciation as of period end, serve as an indicator of the market’s perception of the current status of the payment/performance risk associated with the credit derivative. The current market annual fixed rate of a particular reference entity reflects the cost, as quoted by the pricing vendor, of selling protection against default of that entity as of period end and may include upfront payments required to be made to enter into the agreement. The higher the fixed rate, the greater the market perceived risk of a credit event involving the reference entity. A rate identified as “Defaulted” indicates a credit event has occurred for the reference entity.
(1)	Upfront payment is exchanged with the counterparty as a result of the standardized trading coupon.

Total Return Swaps
					Net
	Notional	Expiration			Unrealized
Counterparty	Amount	Date	Portfolio Pays	Portfolio Receives	Depreciation
JPMorgan Chase Bank	$184,151	8/25/10	1-month USD- LIBOR- BBA+50bp	Total Return on JPMorgan Abu Dhabi Index	$	(5,990	)
					$	(5,990	)

Cross-Currency Swaps
	Notional	Notional
	Amount	Amount
	on Fixed	on Floating
	Rate	Rate							Net
	(Currency	(Currency	Floating	Fixed			Termination		Unrealized
Counterparty	Received)	Delivered)	Rate	Rate			Date		Depreciation
Citigroup Global Markets	TRY 169,736	$105,035	3-month USD-LIBOR-BBA		11.95	%		2/15/12	$	(23,605	)
Citigroup Global Markets	TRY 339,968	$205,047	3-month USD-LIBOR-BBA		12.10			2/15/12		(53,202	)
Citigroup Global Markets	TRY 500,316	$297,807	3-month USD-LIBOR-BBA		12.46			8/14/13		(68,098	)
Credit Suisse	TRY 258,962	$149,603	3-month USD-LIBOR-BBA		12.45			2/15/12		(47,535	)
JPMorgan Chase Bank	TRY 685,893	$463,128	3-month USD-LIBOR-BBA		11.20			5/21/14		(19,726	)
									$	(212,166	)

TRY - New Turkish Lira

The Portfolio pays interest on the currency received and receives interest on the currency delivered. At the termination date, the notional amount of the currency received will be exchanged for the notional amount of the currency delivered.

Written currency call options activity for the year ended October 31, 2009 was as follows:

	Principal Amount of
	Contracts		Premiums
	(000’s omitted)		Received
Outstanding, beginning of year		—	$	—
Options written		JPY 170,000		21,790
Outstanding, end of year		JPY 170,000	$	21,790

JPY - Japanese Yen

At October 31, 2009, the Portfolio had sufficient cash and/or securities to cover commitments under these contracts.

The Portfolio adopted FASB Statement of Financial Accounting Standards No. 161 (FAS 161), “Disclosures about Derivative Instruments and Hedging Activities”, (currently FASB Accounting Standards Codification (ASC) 815-10), effective May 1, 2009. Such standard requires enhanced disclosures about an entity’s derivative and hedging activities, including qualitative disclosures about the objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of and gains and losses on derivative instruments, and disclosures about credit-risk related contingent features in derivative instruments. The disclosure below includes additional information as a result of implementing FAS 161.

28

Emerging Markets Local Income Portfolioas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

In the normal course of pursuing its investment objectives, the Portfolio is subject to the following risks:

Credit Risk: The Portfolio may enter into credit default swap contracts to manage its credit risk, to gain exposure to a credit in which the Portfolio may otherwise invest, or to enhance return.

Equity Risk: The Portfolio may enter into total return swap agreements on a security, basket of securities or an index to enhance return, to change the duration of the overall portfolio, to hedge against fluctuations in securities prices or interest rates or as substitution for the purchase or sale of securities.

Foreign Exchange Risk: The Portfolio holds foreign currency denominated investments. The value of these investments and related receivables and payables may change due to future changes in foreign currency exchange rates. To hedge against this risk, the Portfolio may enter into forward foreign currency exchange contracts. The Portfolio may also enter into such contracts to hedge the currency risk of investments it anticipates purchasing. The Portfolio may also purchase or write currency option contracts to enhance return.

Interest Rate Risk: The Portfolio holds fixed-rate bonds. The value of these bonds may decrease if interest rates rise. To hedge against this risk, the Portfolio may enter into interest rate and cross-currency swap contracts. The Portfolio may also purchase and sell U.S. Treasury and foreign debt futures contracts to hedge against changes in interest rates.

The Portfolio enters into swap contracts and forward foreign currency exchange contracts that may contain provisions whereby the counterparty may terminate the contract under certain conditions, including but not limited to a decline in the Portfolio’s net assets below a certain level over a certain period of time, which would trigger a payment by the Portfolio for those derivatives in a liability position. At October 31, 2009, the fair value of derivatives with credit-related contingent features in a net liability position was $651,473. The aggregate fair value of assets pledged as collateral by the Portfolio for such liability was $465,692 at October 31, 2009.

The non-exchange traded derivatives in which the Portfolio invests, including swap contracts, over-the-counter options and forward foreign currency exchange contracts, are subject to the risk that the counterparty to the contract fails to perform its obligations under the contract. The Portfolio is not subject to counterparty credit risk with respect to its written options as the Portfolio, not the counterparty is obligated to perform under such derivatives. At October 31, 2009, the maximum amount of loss the Portfolio would incur due to counterparty risk was $824,195, representing the fair value of such derivatives in an asset position. Such amount would be increased by any unamortized upfront payments made by the Portfolio. To mitigate this risk, the Portfolio has entered into master netting agreements with substantially all its derivative counterparties, which allows it and a counterparty to aggregate amounts owed by each of them for derivative transactions under the agreement into a single net amount payable by either the Portfolio or the counterparty. At October 31, 2009, the maximum amount of loss the Portfolio would incur due to counterparty risk would be reduced by approximately $491,000 due to master netting agreements. Counterparties may be required to pledge collateral in the form of cash, U.S. Government securities or highly-rated bonds for the benefit of the Portfolio if the net amount due from the counterparty with respect to a derivative contract exceeds a certain threshold. The amount of collateral posted by the counterparties with respect to such contracts would also reduce the amount of any loss incurred.

The fair value of derivative instruments (not considered to be hedging instruments for accounting disclosure purposes) by risk exposure at October 31, 2009 was as follows:

	Fair Value
Statement of Assets and							Foreign			Interest
Liabilities Caption	Credit			Equity			Exchange			Rate
Unaffiliated investments, at value	$	—		$	—		$	873		$	—
Net unrealized appreciation		—			—			—			—
Receivable for open and closed forward foreign currency exchange contracts		—			—			431,804			—
Receivable for open swap contracts		43,870			—			—			347,648
Total Asset Derivatives	$	43,870		$	—		$	432,677		$	347,648
Written options outstanding, at value	$	—		$	—		$	(8,895	)	$	—
Net unrealized appreciation		—			—			—			(4,891	)*
Payable for open and closed forward foreign currency exchange contracts		—			—			(1,048,127	)		—
Payable for open swap contracts		(203,967	)		(5,990	)		—			(240,876	)
Total Liability Derivatives	$	(203,967	)	$	(5,990	)	$	(1,057,022	)	$	(245,767	)

* Amount represents cumulative unrealized appreciation or (depreciation) on futures contracts in the Futures Contracts table above. Only the current day’s variation margin on open futures contracts is reported within the Statement of Assets and Liabilities as Receivable or Payable for variation margin, as applicable.

The effect of derivative instruments (not considered to be hedging instruments for accounting disclosure purposes) by risk exposure for the six months ended October 31, 2009 was as follows:

29

Emerging Markets Local Income Portfolioas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

						Foreign			Interest
Statement of Operations Caption	Credit			Equity		Exchange			Rate
Net realized gain (loss) –
Investment transactions	$	—		$	—	$	—		$	—
Financial futures contracts		—			—		—			(62,516	)
Written options		—			—		—			—
Swap contracts		(16,456	)		49,239		—			124,652
Foreign currency and forward foreign currency exchange contract transactions		—			—		5,634,119			—
Total	$	(16,456	)	$	49,239	$	5,634,119		$	62,136
Change in unrealized appreciation (depreciation) –
Investments	$	—		$	—	$	(14,572	)	$	—
Financial futures contracts		—			—		—			8,622
Written options		—			—		11,342			—
Swap contracts		197,504			4,221		—			(268,369	)
Foreign currency and forward foreign currency exchange contracts		—			—		(827,994	)		—
Total	$	197,504		$	4,221	$	(831,244	)	$	(259,747	)

The average notional amounts of futures contracts, forward foreign currency exchange contracts and swap contracts outstanding during the six months ended October 31, 2009, which are indicative of the volume of these derivative types, were approximately $2,892,000, $62,879,000 and $23,079,000, respectively. The average principal amount of purchased option contracts outstanding during the six months ended October 31, 2009 was approximately $1,268,000.

6Line of Credit

The Portfolio participates with other portfolios and funds managed by EVM and its affiliates in a $450 million unsecured line of credit agreement with a group of banks. Borrowings are made by the Portfolio solely to facilitate the handling of unusual and/or unanticipated short-term cash requirements. Interest is charged to the Portfolio based on its borrowings at an amount above either the Eurodollar rate or Federal Funds rate. In addition, a fee computed at an annual rate of 0.10% on the daily unused portion of the line of credit is allocated among the participating portfolios and funds at the end of each quarter. The Portfolio did not have any significant borrowings or allocated fees during the year ended October 31, 2009.

7Risks Associated with Foreign Investments

Investing in securities issued by entities whose principal business activities are outside the United States may involve significant risks not present in domestic investments. For example, there is generally less publicly available information about foreign companies, particularly those not subject to the disclosure and reporting requirements of the U.S. securities laws. Certain foreign issuers are generally not bound by uniform accounting, auditing, and financial reporting requirements and standards of practice comparable to those applicable to domestic issuers. Investments in foreign securities also involve the risk of possible adverse changes in investment or exchange control regulations, expropriation or confiscatory taxation, limitation on the removal of funds or other assets of the Portfolio, political or financial instability or diplomatic and other developments which could affect such investments. Foreign securities markets, while growing in volume and sophistication, are generally not as developed as those in the United States, and securities of some foreign issuers (particularly those located in developing countries) may be less liquid and more volatile than securities of comparable U.S. companies. In general, there is less overall governmental supervision and regulation of foreign securities markets, broker-dealers and issuers than in the United States.

8Fair Value Measurements

The Portfolio adopted FASB Statement of Financial Accounting Standards No. 157 (FAS 157), “Fair Value Measurements”, (currently FASB ASC 820-10), effective November 1, 2008. Such standard established a three-tier hierarchy to prioritize the assumptions, referred to as inputs, used in valuation techniques to measure fair value. The three-tier hierarchy of inputs is summarized in the three broad levels listed below.

•  Level 1 – quoted prices in active markets for identical investments

•  Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

•  Level 3 – significant unobservable inputs (including a fund’s own assumptions in determining the fair value of investments)

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

At October 31, 2009, the inputs used in valuing the Portfolio’s investments, which are carried at value, were as follows:

30

Emerging Markets Local Income Portfolioas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

	Quoted
	Prices in
	Active			Significant
	Markets for			Other			Significant
	Identical			Observable			Unobservable
	Assets			Inputs			Inputs
Asset Description	(Level 1)			(Level 2)			(Level 3)		Total
Foreign Government Bonds	$	—		$	77,499,419		$	—	$	77,499,419
Foreign Corporate Bonds		—			252,750			—		252,750
Mortgage Pass-Throughs		—			20,553,548			—		20,553,548
Currency Options Purchased		—			873			—		873
Short-Term Investments		2,559,317			14,855,586			—		17,414,903
Total Investments	$	2,559,317		$	113,162,176		$	—	$	115,721,493
Forward Foreign Currency Exchange Contracts	$	—		$	431,804		$	—	$	431,804
Swap Contracts		—			391,518			—		391,518
Total	$	2,559,317		$	113,985,498		$	—	$	116,544,815
Liability Description
Currency Options Written	$	—		$	(8,895	)	$	—	$	(8,895	)
Forward Foreign Currency Exchange Contracts		—			(1,048,127	)		—		(1,048,127	)
Swap Contracts		—			(450,833	)		—		(450,833	)
Futures Contracts		(4,891	)		—			—		(4,891	)
Total	$	(4,891	)	$	(1,507,855	)	$	—	$	(1,512,746	)

The following is a reconciliation of Level 3 assets for which significant unobservable inputs were used to determine fair value:

	Investments			Investments
	in Foreign			in Short-
	Government			Term
	Bonds			Investments			Total
Balance as of October 31, 2008	$	356,884		$	203,327		$	560,211
Realized gains (losses)		—			(31,336	)		(31,336	)
Change in net unrealized appreciation (depreciation) *		(53,230	)		9,090			(44,140	)
Net purchases (sales)		—			(181,081	)		(181,081	)
Accrued discount (premium)		—			—			—
Net transfers to (from) Level 3		(303,654	)		—			(303,654	)
Balance as of October 31, 2009	$	—		$	—		$	—
Change in net unrealized appreciation (depreciation) on investments still held as of October 31, 2009*	$	—		$	—		$	—

* Amount is included in the related amount on investments in the Statement of Operations.

9Review for Subsequent Events

In connection with the preparation of the financial statements of the Portfolio as of and for the year ended October 31, 2009, events and transactions subsequent to October 31, 2009 through December 23, 2009, the date the financial statements were issued, have been evaluated by the Portfolio’s management for possible adjustment and/or disclosure. Management has not identified any subsequent events requiring financial statement disclosure as of the date these financial statements were issued.

31

Emerging Markets Local Income Portfolioas of October 31, 2009

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Trustees and Investors of Emerging
Markets Local Income Portfolio:

We have audited the accompanying statement of assets and liabilities of Emerging Markets Local Income Portfolio (the “Portfolio”), including the portfolio of investments, as of October 31, 2009, 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 in the period then ended and the period from the start of business, June 27, 2007, to October 31, 2007. These financial statements and supplementary data are the responsibility of the Portfolio’s management. Our responsibility is to express an opinion on these financial statements and supplementary data based on our audits.

We conducted our audits in accordance with the 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. The Portfolio is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Portfolio’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of October 31, 2009, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and supplementary data referred to above present fairly, in all material respects, the financial position of Emerging Markets Local Income Portfolio as of October 31, 2009, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the supplementary data for each of the two years in the period then ended and the period from the start of business, June 27, 2007, to October 31, 2007, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 23, 2009

32

Eaton Vance Emerging Markets Local Income Fund
Emerging Markets Local Income Portfolio

SPECIAL MEETING OF SHAREHOLDERS (Unaudited)

Eaton Vance Emerging Markets Local Income Fund

The Fund held a joint Special Meeting of Shareholders on October 23, 2009 (adjourned from September 25, 2009) to approve an amendment to the current fundamental investment restriction regarding the purchase or sale of physical commodities and commodities contracts to provide that the Fund may invest in all types of commodities, commodities contracts and commodities related investments to the extent permitted by law. The following action was taken by the shareholders:

	Number of Shares
For	Against		Abstain
214,295		1,520		690

Emerging Markets Local Income Portfolio

The Portfolio held a joint Special Meeting of Interestholders on October 23, 2009 (adjourned from September 25, 2009) to approve an amendment to the current fundamental investment restriction regarding the purchase or sale of physical commodities and commodities contracts to provide that the Portfolio may invest in all types of commodities, commodities contracts and commodities related investments to the extent permitted by law. The following action was taken by the interestholders:

	Interest in the Portfolio
For	Against			Abstain
78%		5	%		7	%

Results are rounded to the nearest whole number.

33

Eaton Vance Emerging Markets Local Income Fund

BOARD OF TRUSTEES’ ANNUAL APPROVAL OF THE INVESTMENT ADVISORY AGREEMENTS

Overview of the Contract Review Process

The Investment Company Act of 1940, as amended (the “1940 Act”), provides, in substance, that each investment advisory agreement between a fund and its investment adviser will continue in effect from year to year only if its continuance is approved at least annually by the fund’s board of trustees, including by a vote of a majority of the trustees who are not “interested persons” of the fund (“Independent Trustees”), cast in person at a meeting called for the purpose of considering such approval.

At a meeting of the Boards of Trustees (each a “Board”) of the Eaton Vance group of mutual funds (the “Eaton Vance Funds”) held on April 27, 2009, the Board, including a majority of the Independent Trustees, voted to approve continuation of existing advisory and sub-advisory agreements for the Eaton Vance Funds for an additional one-year period. In voting its approval, the Board relied upon the affirmative recommendation of the Contract Review Committee of the Board (formerly the Special Committee), which is a committee comprised exclusively of Independent Trustees. Prior to making its recommendation, the Contract Review Committee reviewed information furnished for a series of meetings of the Contract Review Committee held in February, March and April 2009. Such information included, among other things, the following:

Information about Fees, Performance and Expenses

•  An independent report comparing the advisory and related fees paid by each fund with fees paid by comparable funds;

•  An independent report comparing each fund’s total expense ratio and its components to comparable funds;

•  An independent report comparing the investment performance of each fund to the investment performance of comparable funds over various time periods;

•  Data regarding investment performance in comparison to relevant peer groups of funds and appropriate indices;

•  Comparative information concerning fees charged by each adviser for managing other mutual funds and institutional accounts using investment strategies and techniques similar to those used in managing the fund;

•  Profitability analyses for each adviser with respect to each fund;

Information about Portfolio Management

•  Descriptions of the investment management services provided to each fund, including the investment strategies and processes employed, and any changes in portfolio management processes and personnel;

•  Information concerning the allocation of brokerage and the benefits received by each adviser as a result of brokerage allocation, including information concerning the acquisition of research through “soft dollar” benefits received in connection with the funds’ brokerage, and the implementation of a soft dollar reimbursement program established with respect to the funds;

•  Data relating to portfolio turnover rates of each fund;

•  The procedures and processes used to determine the fair value of fund assets and actions taken to monitor and test the effectiveness of such procedures and processes;

Information about each Adviser

•  Reports detailing the financial results and condition of each adviser;

•  Descriptions of the qualifications, education and experience of the individual investment professionals whose responsibilities include portfolio management and investment research for the funds, and information relating to their compensation and responsibilities with respect to managing other mutual funds and investment accounts;

•  Copies of the Codes of Ethics of each adviser and its affiliates, together with information relating to compliance with and the administration of such codes;

•  Copies of or descriptions of each adviser’s proxy voting policies and procedures;

•  Information concerning the resources devoted to compliance efforts undertaken by each adviser and its affiliates on behalf of the funds (including descriptions of various compliance programs) and their record of compliance with investment policies and restrictions, including policies with respect to market-timing, late trading and selective portfolio disclosure, and with policies on personal securities transactions;

•  Descriptions of the business continuity and disaster recovery plans of each adviser and its affiliates;

Other Relevant Information

•  Information concerning the nature, cost and character of the administrative and other non-investment management services provided by Eaton Vance Management and its affiliates;

•  Information concerning management of the relationship with the custodian, subcustodians and fund accountants by each adviser or the funds’ administrator; and

•  The terms of each advisory agreement.

34

Eaton Vance Emerging Markets Local Income Fund

BOARD OF TRUSTEES’ ANNUAL APPROVAL OF THE INVESTMENT ADVISORY AGREEMENTS CONT’D

In addition to the information identified above, the Contract Review Committee considered information provided from time to time by each adviser throughout the year at meetings of the Board and its committees. Over the course of the twelve-month period ended April 30, 2009, the Board met eighteen times and the Contract Review Committee, the Audit Committee, the Governance Committee, the Portfolio Management Committee and the Compliance Reports and Regulatory Matters Committee, each of which is a Committee comprised solely of Independent Trustees, met seven, five, six, six and six times, respectively. At such meetings, the Trustees received, among other things, presentations by the portfolio managers and other investment professionals of each adviser relating to the investment performance of each fund and the investment strategies used in pursuing the fund’s investment objective.

For funds that invest through one or more underlying portfolios, the Board considered similar information about the portfolio(s) when considering the approval of advisory agreements. In addition, in cases where the fund’s investment adviser has engaged a sub-adviser, the Board considered similar information about the sub-adviser when considering the approval of any sub-advisory agreement.

The Contract Review Committee was assisted throughout the contract review process by Goodwin Procter LLP, legal counsel for the Independent Trustees. The members of the Contract Review Committee relied upon the advice of such counsel and their own business judgment in determining the material factors to be considered in evaluating each advisory and sub-advisory agreement and the weight to be given to each such factor. The conclusions reached with respect to each advisory and sub-advisory agreement were based on a comprehensive evaluation of all the information provided and not any single factor. Moreover, each member of the Contract Review Committee may have placed varying emphasis on particular factors in reaching conclusions with respect to each advisory and sub-advisory agreement.

Results of the Process

Based on its consideration of the foregoing, and such other information as it deemed relevant, including the factors and conclusions described below, the Contract Review Committee concluded that the continuance of the investment advisory agreement of Eaton Vance Emerging Markets Local Income Fund (the “Fund”) with Eaton Vance Management (“EVM”), as well as the terms of the investment advisory agreement for Emerging Markets Local Income Portfolio, the portfolio in which the Fund invests (the “Portfolio”), with Boston Management and Research (“BMR”), an affiliate of EVM (EVM, with respect to the Fund, and BMR, with respect to the Portfolio, are each referred to herein as the “Adviser”), including the fee structure of each agreement, is in the interests of shareholders and, therefore, the Contract Review Committee recommended to the Board approval of the agreements. 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 the investment advisory agreements for the Fund and the Portfolio.

Nature, Extent and Quality of Services

In considering whether to approve the investment advisory agreements of the Fund and the Portfolio, the Board evaluated the nature, extent and quality of services provided to the Fund by EVM and the Portfolio by BMR.

The Board considered EVM’s and BMR’s management capabilities and investment process with respect to the types of investments to be held by the Fund and 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 and the Fund, including recent changes to such personnel. The Board specifically noted EVM’s and BMR’s expertise with respect to emerging markets and in-house research capabilities. The Board also took into account the resources dedicated to portfolio management and other services, including the compensation paid to recruit and retain investment personnel, and the time and attention devoted to the Fund and Portfolio by senior management. The Board noted that under the terms of the investment advisory agreement of the Fund, EVM may invest assets of the Fund directly in securities, for which it would receive a fee, or in the Portfolio, for which it receives no separate fee but for which BMR receives an advisory fee from the Portfolio. The Trustees considered the potential benefits to the Fund of the ability to make direct investments, such as an improved ability to: manage the Fund’s duration, or other general market exposures, using certain derivatives; add exposure to specific market sectors or asset classes without changing the Portfolio’s investments, which would affect any other fund investing in the Portfolio; hedge some of the general market risks of the Portfolio while retaining the value added by the individual manager; and hedge a portion of the exposures of the Portfolio while retaining others (e.g., hedging the U.S. government exposure of the Portfolio while retaining its exposure to high-grade corporate bonds).

The Board also reviewed the compliance programs of the Adviser and relevant affiliates thereof. Among other matters, the Board considered compliance and reporting matters relating to personal trading by investment personnel, selective disclosure of portfolio holdings, late trading, frequent trading, portfolio valuation, business continuity and the allocation of investment opportunities. The Board also evaluated the responses of the Adviser and its affiliates to requests from regulatory authorities such as the Securities and Exchange Commission and the Financial Industry Regulatory Authority.

35

Eaton Vance Emerging Markets Local Income Fund

BOARD OF TRUSTEES’ ANNUAL APPROVAL OF THE INVESTMENT ADVISORY AGREEMENTS CONT’D

The Board considered shareholder and other administrative services provided or managed by EVM and its affiliates, including transfer agency and accounting services. The Board evaluated the benefits to shareholders of investing in a fund that is a part of a large family of funds, including the ability, in many cases, to exchange an investment among different funds without incurring additional sales charges.

The Board considered the Adviser’s recommendations for Board action and other steps taken in response to the unprecedented dislocations experienced in the capital markets over recent periods, including sustained periods of high volatility, credit disruption and government intervention. In particular, the Board considered the Adviser’s efforts and expertise with respect to each of the following matters as they relate to the Fund and/or other funds within the Eaton Vance family of funds: (i) negotiating and maintaining the availability of bank loan facilities and other sources of credit used for investment purposes or to satisfy liquidity needs; (ii) establishing the fair value of securities and other instruments held in investment portfolios during periods of market volatility and issuer-specific disruptions; and (iii) the ongoing monitoring of investment management processes and risk controls.

After consideration of the foregoing factors, among others, the Board concluded that the nature, extent and quality of services provided by the Adviser, taken as a whole, are appropriate and consistent with the terms of the investment advisory agreements.

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-year period ended September 30, 2008 for the Fund. The Board concluded that the performance of the Fund was satisfactory.

Management Fees and Expenses

The Board reviewed contractual investment advisory fee rates to be paid by the Fund directly or indirectly through its pro rata share of the expenses of the Portfolio (referred to as “management fees”). As part of its review, the Board considered the Fund’s management fees and the Fund’s total expense ratio for the year ended September 30, 2008, as compared to a group of similarly managed funds selected by an independent data provider. The Board considered the fact that the Adviser had waived fees and/or paid expenses for the Fund.

After reviewing the foregoing information, and in light of the nature, extent and quality of the services provided by the Adviser, the Board concluded that the management fees proposed to be charged for advisory and related services and the Fund’s total expense ratio are reasonable.

Profitability

The Board reviewed the level of profits realized by the Adviser and relevant affiliates thereof in providing investment advisory and administrative services to the Portfolio, the Fund and 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 in connection with its relationship with the Fund.

The Board concluded that, in light of the foregoing factors and the nature, extent and quality of the services rendered, the profits realized by the Adviser and its affiliates are reasonable.

Economies of Scale

In reviewing management fees and profitability, the Board also considered the extent to which the Adviser and its affiliates, on the one hand, and the Fund 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 noted the structure of the advisory fee, which includes breakpoints at several asset levels both at the Fund and at the Portfolio level. Based upon the foregoing, the Board concluded that the Adviser and its affiliates and the Fund and the Portfolio can be expected to share such benefits equitably.

36

Eaton Vance Emerging Markets Local Income Fund

MANAGEMENT AND ORGANIZATION

Fund Management. The Trustees of Eaton Vance Mutual Funds Trust (the Trust) and Emerging Markets Local Income 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 Two International Place, Boston, Massachusetts 02110. 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, “Parametric” refers to Parametric Portfolio Associates LLC and “EVD” refers to Eaton Vance Distributors, Inc. EVC and EV are the corporate parent and trustee, respectively, of EVM and BMR. EVD is the Fund’s principal underwriter, the Portfolio’s placement agent and a wholly-owned subsidiary of EVC. Each officer affiliated with Eaton Vance may hold a position with other Eaton Vance affiliates that is comparable to his or her position with EVM listed below.

	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
Thomas E. Faust Jr. 5/31/58	Trustee and President of the Trust	Trustee since 2007 and President of the Trust since 2002	Chairman, Chief Executive Officer and President of EVC, Director and President of EV, Chief Executive Officer and President of EVM and BMR, and Director of EVD. Trustee and/or officer of 176 registered investment companies and 4 private investment companies managed by EVM or BMR. Mr. Faust is an interested person because of his positions with EVM, BMR, EVD, EVC and EV, which are affiliates of the Trust and Portfolio.		176	Director of EVC
Noninterested Trustees
Benjamin C. Esty 1/2/63	Trustee	Of the Trust since 2005 and of the Portfolio since 2007	Roy and Elizabeth Simmons Professor of Business Administration and Finance Unit Head, Harvard University Graduate School of Business Administration.		176	None
Allen R. Freedman 4/3/40	Trustee	Since 2007	Former Chairman (2002-2004) and a Director (1983-2004) of Systems & Computer Technology Corp. (provider of software to higher education). Formerly, a Director of Loring Ward International (fund distributor) (2005-2007). Formerly, Chairman and a Director of Indus International, Inc. (provider of enterprise management software to the power generating industry) (2005-2007).		176	Director of Assurant, Inc. (insurance provider) and Stonemor Partners, L.P. (owner and operator of cemeteries)
William H. Park 9/19/47	Trustee	Of the Trust since 2003 and of the Portfolio since 2007	Vice Chairman, Commercial Industrial Finance Corp. (specialty finance company) (since 2006). Formerly, President and Chief Executive Officer, Prizm Capital Management, LLC (investment management firm) (2002-2005).		176	None
Ronald A. Pearlman 7/10/40	Trustee	Of the Trust since 2003 and of the Portfolio since 2007	Professor of Law, Georgetown University Law Center.		176	None
Helen Frame Peters 3/22/48	Trustee	Since 2008	Professor of Finance, Carroll School of Management, Boston College. Adjunct Professor of Finance, Peking University, Beijing, China (since 2005).		176	Director of BJ’s Wholesale Club, Inc. (wholesale club retailer)
Heidi L. Steiger 7/8/53	Trustee	Since 2007	Managing Partner, Topridge Associates LLC (global wealth management firm) (since 2008); Senior Advisor (since 2008), President (2005-2008), Lowenhaupt Global Advisors, LLC (global wealth management firm). Formerly, President and Contributing Editor, Worth Magazine (2004-2005). Formerly, Executive Vice President and Global Head of Private Asset Management (and various other positions), Neuberger Berman (investment firm) (1986-2004).		176	Director of Nuclear Electric Insurance Ltd. (nuclear insurance provider), Aviva USA (insurance provider) and CIFG (family of financial guaranty companies) and Advisory Director of Berkshire Capital Securities LLC (private investment banking firm)

37

Eaton Vance Emerging Markets Local Income Fund

MANAGEMENT AND ORGANIZATION CONT’D

	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
Noninterested Trustees (continued)
Lynn A. Stout 9/14/57	Trustee	Of the Trust since 1998 and of the Portfolio since 2007	Paul Hastings Professor of Corporate and Securities Law (since 2006) and Professor of Law (2001-2006), University of California at Los Angeles School of Law.		176	None
Ralph F. Verni 1/26/43	Chairman of the Board and Trustee	Chairman of the Board and Trustee of the Portfolio since 2007 and Trustee of the Trust since 2005	Consultant and private investor.		176	None

Principal Officers who are not Trustees

	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
William H. Ahern, Jr. 7/28/59	Vice President of the Trust	Since 1995	Vice President of EVM and BMR. Officer of 76 registered investment companies managed by EVM or BMR.
John R. Baur 2/10/70	Vice President	Of the Trust since 2008 and of the Portfolio since 2007	Vice President of EVM and BMR. Previously, attended Johnson Graduate School of Management, Cornell University (2002-2005), and prior thereto he was an Account Team Representative in Singapore for Applied Materials, Inc. Officer of 35 registered investment companies managed by EVM or BMR.
Michael A. Cirami 12/24/75	Vice President	Of the Trust since 2008 and of the Portfolio since 2007	Vice President of EVM and BMR. Officer of 35 registered investment companies managed by EVM or BMR.
Cynthia J. Clemson 3/2/63	Vice President of the Trust	Since 2005	Vice President of EVM and BMR. Officer of 92 registered investment companies managed by EVM or BMR.
Charles B. Gaffney 12/4/72	Vice President of the Trust	Since 2007	Director of Equity Research and a Vice President of EVM and BMR. Officer of 32 registered investment companies managed by EVM or BMR.
Christine M. Johnston 11/9/72	Vice President	Since 2007	Vice President of EVM and BMR. Officer of 37 registered investment companies managed by EVM or BMR.
Aamer Khan 6/7/60	Vice President of the Trust	Since 2005	Vice President of EVM and BMR. Officer of 35 registered investment companies managed by EVM or BMR.
Thomas H. Luster 4/8/62	Vice President of the Trust	Since 2006	Vice President of EVM and BMR. Officer of 54 registered investment companies managed by EVM or BMR.
Robert B. MacIntosh 1/22/57	Vice President of the Trust	Since 1998	Vice President of EVM and BMR. Officer of 91 registered investment companies managed by EVM or BMR.
Jeffrey A. Rawlins 10/6/61	Vice President of the Trust	Since 2009	Vice President of EVM and BMR. Previously, a Managing Director of the Fixed Income Group at State Street Research and Management (1989-2005). Officer of 31 registered investment companies managed by EVM or BMR.
Duncan W. Richardson 10/26/57	Vice President of the Trust	Since 2001	Director of EVC and Executive Vice President and Chief Equity Investment Officer of EVC, EVM and BMR. Officer of 82 registered investment companies managed by EVM or BMR.
Judith A. Saryan 8/21/54	Vice President of the Trust	Since 2003	Vice President of EVM and BMR. Officer of 51 registered investment companies managed by EVM or BMR.

38

Eaton Vance Emerging Markets Local Income Fund

MANAGEMENT AND ORGANIZATION CONT’D

	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
Principal Officers who are not Trustees (continued)
Susan Schiff 3/13/61	Vice President	Of the Trust since 2002 and of the Portfolio since 2007	Vice President of EVM and BMR. Officer of 37 registered investment companies managed by EVM or BMR.
Thomas Seto 9/27/62	Vice President of the Trust	Since 2007	Vice President and Director of Portfolio Management of Parametric. Officer of 32 registered investment companies managed by EVM or BMR.
David M. Stein 5/4/51	Vice President of the Trust	Since 2007	Managing Director and Chief Investment Officer of Parametric. Officer of 32 registered investment companies managed by EVM or BMR.
Dan R. Strelow 5/27/59	Vice President of the Trust	Since 2009	Vice President of EVM and BMR since 2005. Previously, a Managing Director (since 1988) and Chief Investment Officer (since 2001) of the Fixed Income Group at State Street Research and Management. Officer of 31 registered investment companies managed by EVM or BMR.
Mark S. Venezia 5/23/49	Vice President of the Trust and President of the Portfolio	Since 2007	Vice President of EVM and BMR. Officer of 38 registered investment companies managed by EVM or BMR.
Adam A. Weigold 3/22/75	Vice President of the Trust	Since 2007	Vice President of EVM and BMR. Officer of 69 registered investment companies managed by EVM or BMR.
Barbara E. Campbell 6/19/57	Treasurer	Treasurer of the Trust since 2005 and of the Portfolio since 2008	Vice President of EVM and BMR. Officer of 176 registered investment companies managed by EVM or BMR.
Maureen A. Gemma 5/24/60	Secretary and Chief Legal Officer	Secretary since 2007 and Chief Legal Officer since 2008	Vice President of EVM and BMR. Officer of 176 registered investment companies managed by EVM or BMR.
Paul M. O’Neil 7/11/53	Chief Compliance Officer	Since 2004	Vice President of EVM and BMR. Officer of 176 registered investment companies managed by EVM or BMR.

(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 on Eaton Vance’s website at eatonvance.com or by calling 1-800-262-1122.

39

This Page Intentionally Left Blank

Investment Adviser of
Emerging Markets Local Income Portfolio

Boston Management and Research

Two International Place

Boston, MA 02110

Investment Adviser and Administrator of
Eaton Vance Emerging Markets Local Income Fund

Eaton Vance Management

Two International Place

Boston, MA 02110

Principal Underwriter*

Eaton Vance Distributors, Inc.

Two International Place

Boston, MA 02110

(617) 482-8260

Custodian

State Street Bank and Trust Company

200 Clarendon Street

Boston, MA 02116

Transfer Agent

PNC Global Investment Servicing

Attn: Eaton Vance Funds

P.O. Box 9653

Providence, RI 02940-9653

(800) 262-1122

Independent Registered Public Accounting Firm

Deloitte & Touche LLP

200 Berkeley Street

Boston, MA 02116-5022

Eaton Vance Emerging Markets Local Income Fund

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.

3040-12/09 EMISRC

IMPORTANT NOTICES REGARDING PRIVACY,
DELIVERY OF SHAREHOLDER DOCUMENTS,
PORTFOLIO HOLDINGS AND PROXY VOTING

Privacy. The Eaton Vance organization is committed to ensuring your financial privacy. Each of the financial institutions identified below has in effect the following policy (Privacy Policy) with respect to nonpublic personal information about its customers:

•  Only such information received from you, through application forms or otherwise, and information about your Eaton Vance fund transactions will be collected. This may include information such as name, address, social security number, tax status, account balances and transactions.

•  None of such information about you (or former customers) will be disclosed to anyone, except as permitted by law (which includes disclosure to employees necessary to service your account). In the normal course of servicing a customer’s account, Eaton Vance may share information with unaffiliated third parties that perform various required services such as transfer agents, custodians and broker/dealers.

•  Policies and procedures (including physical, electronic and procedural safeguards) are in place that are designed to protect the confidentiality of such information.

•  We reserve the right to change our Privacy Policy at any time upon proper notification to you. Customers may want to review our Privacy Policy periodically for changes by accessing the link on our homepage: www.eatonvance.com.

Our pledge of privacy applies to the following entities within the Eaton Vance organization: the Eaton Vance Family of Funds, Eaton Vance Management, Eaton Vance Investment Counsel, Boston Management and Research, and Eaton Vance Distributors, Inc.

In addition, our Privacy Policy applies only to those Eaton Vance customers who are individuals and who have a direct relationship with us. If a customer’s account (i.e., fund shares) is held in the name of a third-party financial adviser/broker-dealer, it is likely that only such adviser’s privacy policies apply to the customer. This notice supersedes all previously issued privacy disclosures.

For more information about Eaton Vance’s Privacy Policy, please call 1-800-262-1122.

Delivery of Shareholder Documents. The Securities and Exchange Commission (the “SEC”) permits funds to deliver only one copy of shareholder documents, including prospectuses, proxy statements and shareholder reports, to fund investors with multiple accounts at the same residential or post office box address. This practice is often called “householding” and it helps eliminate duplicate mailings to shareholders.

Eaton Vance, or your financial adviser, may household the mailing of your documents indefinitely unless you instruct Eaton Vance, or your financial adviser, otherwise.

If you would prefer that your Eaton Vance documents not be householded, please contact Eaton Vance at 1-800-262-1122, or contact your financial adviser.

Your instructions that householding not apply to delivery of your Eaton Vance documents will be effective within 30 days of receipt by Eaton Vance or your financial adviser.

Portfolio Holdings. Each Eaton Vance Fund and its underlying Portfolio(s) (if applicable) will file a schedule of portfolio holdings on Form N-Q with the SEC for the first and third quarters of each fiscal year. The Form N-Q will be available on the Eaton Vance website at www.eatonvance.com, by calling Eaton Vance at 1-800-262-1122 or in the EDGAR database on the SEC’s website at www.sec.gov. Form N-Q may also be reviewed and copied at the SEC’s public reference room in Washington, D.C. (call 1-800-732-0330 for information on the operation of the public reference room).

Proxy Voting. From time to time, funds are required to vote proxies related to the securities held by the funds. The Eaton Vance Funds or their underlying Portfolios (if applicable) vote proxies according to a set of policies and procedures approved by the Funds’ and Portfolios’ Boards. You may obtain a description of these policies and procedures and information on how the Funds or Portfolios voted proxies relating to portfolio securities during the most recent 12 month period ended June 30, without charge, upon request, by calling 1-800-262-1122. This description is also available on the SEC’s website at www.sec.gov.

Eaton Vance Large-Cap Core Research Fund as of October 31, 2009
MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE

Economic and Market Conditions

Charles B. Gaffney

Portfolio Manager

• Although global equity markets began the fiscal year ending October 31, 2009, on a downward trajectory, stocks bounced strongly off the bottom set in early March and staged a broad-based rally that continued through the end of the 12-month period. Last fall, on the verge of a possible collapse of the global financial system, risk-averse investors reacted by streaming to the sidelines, sending stocks into a dramatic decline. By late winter, however, fiscal and monetary interventions by governments around the world began to fuel optimism that the financial crisis would end and global economic growth might resume.

• Amid prospects for a better-than-expected 2009, investor risk appetite began to return, overcoming such lingering concerns as high consumer debt levels, rising unemployment and still-depressed home prices. Corporate profits also started showing improvement, benefiting from cost-cutting and easier earnings comparisons, which further supported the equity market’s rebound. Stocks that declined the most last fall, especially those lower-quality, cyclical issues farther out on the risk spectrum, tended to be those that recovered most quickly as the rally gained steam.

• From March through September 2009, the broad-based S&P 500 Index posted strong gains, with only a slight pull back in October ending a string of consecutive monthly gains. For the full one-year period that ended October 31, 2009, the S&P 500 posted a 9.80% return, while the blue-chip Dow Jones Industrial Average rose 7.76% and the technology-laden Nasdaq Composite Index soared 18.84%. The large-cap Russell 1000 Index returned 11.20%, while the small-cap Russell 2000 Index gained 6.46%.¹ In terms of investment styles, growth stocks widely outperformed their counterparts in the value space.

Past performance is no guarantee of future results. Returns are historical and are calculated by determining the percentage change in net asset value or offering price (as applicable) with all distributions reinvested. Investment return and principal value will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Performance is for the stated time period only; due to market volatility, the Fund’s current performance may be lower or higher than the quoted return. For performance as of the most recent month end, please refer to www.eatonvance.com.

Fund shares are not insured by the FDIC and are not deposits or other obligations of, or guaranteed by, any depository institution. Shares are subject to investment risks, including possible loss of principal invested.

Management Discussion

• For the year ending October 31, 2009, nine of the 10 sectors in the S&P 500 Index (the Index) registered positive absolute returns. The cyclical information technology and consumer discretionary sectors posted the strongest gains, early beneficiaries of renewed optimism that the financial crisis and economy had stabilized. Driven by an increase in infrastructure spending, the materials sector performed well, as did the consumer staples sector, as consumer confidence gradually improved. Financials was by far the worst-performing sector for the Index — the only one to record negative absolute returns.

• The Fund posted positive returns for the year and outperformed the Index. On a sector level, financials contributed the most to the Fund’s relative performance, primarily due to an underweighting and stock selection in commercial banks. The Fund’s stock selection in multi-utilities further added to returns. Additionally, the Fund’s cash position provided a cushion in a volatile market and contributed to the Fund’s outperformance of the Index.

Total Return Performance
10/31/08 – 10/31/09

Class A2	10.32	%
Class C2	-2.08	**
Class I2	10.54
S&P 500 Index1	9.80
Lipper Large-Cap Core Funds Average1	10.85

** Performance since share class inception on 10/1/09.

See page 3 for more performance information.

1

It is not possible to invest directly in an Index or a Lipper Classification. The Index’s total return does not reflect commissions or expenses that would have been incurred if an investor individually purchased or sold the securities represented in the Index. The Lipper total return is the average total return, at net asset value, of the funds that are in the same Lipper Classification as the Fund.

2

This return does not include the 5.75% maximum sales charge for Class A shares or the applicable contingent deferred sales charge (CDSC) for Class C shares. If the sales charge was deducted, the returns would be lower. Class I shares are offered to certain investors at net asset value. Absent a contractual expense limitation by the adviser and the administrator, the returns would be lower.

1

Eaton Vance Large-Cap Core Research Fund as of October 31, 2009
MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE

• Information technology was the worst-performing sector, with the Fund’s underexposure to stocks in the computers & peripherals industry restraining returns. Consumer discretionary investments also detracted from performance, in large part due to not owning an internet retailer that performed very well for the Index. However, selection in specialty retailers somewhat offset this underperformance.

• Effective November 1, 2009, the Fund invests its assets in Large-Cap Core Research Portfolio (the Portfolio), an open-end investment company with the same objective and policies as the Fund. The Fund’s objective remains consistent: to achieve long-term capital appreciation by investing in a diversified portfolio of equity securities, which are selected by a team of investment research analysts. In selecting and managing the Portfolio’s holdings, the team makes investment judgments primarily on the basis of fundamental research analysis, which involves consideration of the various company-specific and general business, economic and market factors that could influence the future performance of individual companies and their stocks.

• Mr. Gaffney serves as the portfolio manager of the Fund and is responsible for the day-to-day management of the Portfolio. He has supervised the team of research analysts since 2007. Mr. Gaffney and the team meet periodically to discuss investment policy and procedures and to provide investment research for the Portfolio. Mr. Gaffney is Director of Equity Research, manages other Eaton Vance portfolios, has been an analyst of Eaton Vance for more than five years, and is a Vice President of Eaton Vance. As portfolio manager, Mr. Gaffney coordinates the allocation of Portfolio assets among the market sectors, using the weightings of the S&P 500 as a benchmark. The various equity research analysts are responsible for choosing the particular securities within their sectors or industries.

The views expressed throughout this report are those of the portfolio manager and are current only through the end of the period of the report as stated on the cover. These views are subject to change at any time based upon market or other conditions, and the investment adviser disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a fund are based on many factors, may not be relied on as an indication of trading intent on behalf of any Eaton Vance fund. Portfolio information provided in the report may not be representative of the Fund’s current or future investments and may change due to active management.

Portfolio Composition

Top 10 Holdings¹

By net assets

Microsoft Corp.	3.0	%
Apple, Inc.	2.5
Exxon Mobil Corp.	2.5
JPMorgan Chase & Co.	2.4
Chevron Corp.	2.2
Apache Corp.	2.2
Pfizer, Inc.	2.0
Wells Fargo & Co.	2.0
Google, Inc., Class A	1.8
United Technologies Corp.	1.8

¹ Top 10 Holdings represented 22.4% of the Fund’s net assets as of 10/31/09. Excludes cash equivalents.

Sector Weightings²

By net assets

² As a percentage of the Fund’s net assets as of 10/31/09. Excludes cash equivalents.

2

Eaton Vance Large-Cap Core Research Fund as of October 31, 2009
FUND PERFORMANCE

The line graph and table set forth below provide information about the Fund’s performance. The line graph compares the performance of Class A of the Fund with that of the S&P 500 Index, a broad-based, unmanaged market index of common stocks commonly used as a measure of U.S. stock market performance. Prior to August 26, 2005, the Fund was not actively marketed and had few shareholders. The lines on the graph represent the total returns of a hypothetical investment of $10,000 in each of Class A and the S&P 500 Index. Class A total returns are presented at net asset value and maximum public offering price. The table includes the total returns of each class of the Fund at net asset value and maximum public offering price. The performance presented below does not reflect the deduction of taxes, if any, that a shareholder would pay on distributions or redemptions of Fund shares.

*

Source: Lipper Inc. Class A of the Fund commenced investment operations on 11/1/01.

A $10,000 hypothetical investment at net asset value in Class C shares on 10/1/09 (commencement of operations) and Class I shares on 9/3/08 (commencement of operations) would have been valued at $9,792 and $8,711, respectively, on 10/31/09. It is not possible to invest directly in an Index. The Index’s total return does not reflect commissions or expenses that would have been incurred if an investor individually purchased or sold the securities represented in the Index.

Performance1	Class A			Class C			Class I
Share Class Symbol	EAERX			ECERX			EIERX
Average Annual Total Returns (at net asset value)
One Year		10.32	%		N.A.			10.54	%
Five Years		3.48			N.A.			N.A.
Life of Fund†		3.17			-2.08	%		-11.23
SEC Average Annual Total Returns (including sales charge)
One Year		3.95	%		N.A.			10.54	%
Five Years		2.26			N.A.			N.A.
Life of Fund†		2.41			-3.06	%		-11.23

†  Inception Dates: Class A: 11/1/01; Class C: 10/1/09; Class I: 9/3/08

†† Returns are cumulative since inception of the share class.

¹ Average Annual Total Returns do not include the 5.75% maximum sales charge for Class A shares or the applicable contingent deferred sales charge (CDSC) for Class C shares. If the sales charges were deducted, the returns would be lower. SEC Average Annual Total Returns for Class A shares reflect the maximum 5.75% sales charge. SEC returns for Class C reflect a 1% CDSC for the first year. Class I shares are offered to certain investors at net asset value. Absent a contractual expense limitation by the adviser and the administrator, the returns would be lower.

Total Annual
Operating Expenses2	Class A			Class C			Class I
Gross Expense Ratio		2.82	%		3.57	%		2.57	%
Net Expense Ratio		1.25			2.00			1.00

² Source: Prospectus dated 3/1/09, as supplemented 9/30/09. The net expense ratio reflects a contractual expense limitation that continues through 2/28/10. Thereafter, the expense limitation may be changed or terminated at any time. Without this expense limitation, expenses would be higher.

Past performance is no guarantee of future results. Returns are historical and are calculated by determining the percentage change in net asset value or offering price (as applicable) with all distributions reinvested. Investment return and principal value will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Performance is for the stated time period only; due to market volatility, the Fund’s current performance may be lower or higher than the quoted return. For performance as of the most recent month end, please refer to www.eatonvance.com.

3

Eaton Vance Large-Cap Core Research Fundas of October 31, 2009

FUND EXPENSES

Example: As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchases and redemption fees (if applicable); and (2) ongoing costs, including management fees; distribution or service fees; and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 2009 – October 31, 2009).

Actual Expenses: The first section of the table below provides information about actual account values and actual expenses. You may use the information in this section, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first section under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes: The second section of the table below provides information about hypothetical account values and hypothetical expenses based on the actual Fund expense ratio and an assumed rate of return of 5% per year (before expenses), which is not the actual return of the Fund. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in your Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads) or redemption fees (if applicable). Therefore, the second section of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would be higher.

Eaton Vance Large-Cap Core Research Fund

	Beginning Account Value		Ending Account Value		Expenses Paid During Period
	(5/1/09)		(10/31/09)		(5/1/09 – 10/31/09)
Actual*
Class A		$1,000.00		$1,187.40		$6.89	***
Class C		$1,000.00		$979.20		$1.68	***
Class I		$1,000.00		$1,188.40		$5.52	***
Hypothetical**
(5% return per year before expenses)
Class A		$1,000.00		$1,018.90		$6.36	***
Class C		$1,000.00		$1,015.10		$10.16	***
Class I		$1,000.00		$1,020.20		$5.09	***

*    Class C had not commenced operations as of May 1, 2009. Actual expenses are equal to the Fund’s annualized expense ratio of 1.25% for Class A shares, 2.00% for Class C shares and 1.00% for Class I shares, multiplied by the average account value over the period, multiplied by 184/365 for Class A and Class I (to reflect the one-half year period) and by 31/365 for Class C (to reflect the period from commencement of operations on October 1, 2009 to October 31, 2009). The Example assumes that the $1,000 was invested at the net asset value per share determined at the close of business on April 30, 2009 (September 30, 2009 for Class C).

**

Hypothetical expenses are equal to the Fund’s annualized expense ratio of 1.25% for Class A shares, 2.00% for Class C shares and 1.00% for Class I shares, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period). The Example assumes that the $1,000 was invested at the net asset value per share determined at the close of business on April 30, 2009 (September 30, 2009 for Class C).

***

Absent an allocation of certain expenses to an affiliate, the expenses would be higher.

4

Eaton Vance Large-Cap Core Research Fundas of October 31, 2009

PORTFOLIO OF INVESTMENTS

Common Stocks — 99.4%
Security	Shares		Value
Aerospace & Defense — 6.0%
Boeing Co. (The)		1,983	$	94,787
General Dynamics Corp.		6,413		402,095
Lockheed Martin Corp.		4,742		326,202
Raytheon Co.		6,034		273,220
United Technologies Corp.		7,641		469,540
			$	1,565,844
Auto Components — 0.6%
Johnson Controls, Inc.		6,292	$	150,505
			$	150,505
Beverages — 2.9%
Coca-Cola Co. (The)		6,695	$	356,910
PepsiCo, Inc.		6,770		409,924
			$	766,834
Biotechnology — 1.9%
Amgen, Inc.(1)		4,129	$	221,851
Celgene Corp.(1)		2,619		133,700
Gilead Sciences, Inc.(1)		3,410		145,096
			$	500,647
Capital Markets — 2.7%
Goldman Sachs Group, Inc.		2,127	$	361,952
Invesco, Ltd.		4,221		89,274
Northern Trust Corp.		2,066		103,816
State Street Corp.		2,159		90,635
T. Rowe Price Group, Inc.		1,289		62,813
			$	708,490
Chemicals — 2.0%
Air Products and Chemicals, Inc.		3,420	$	263,784
Monsanto Co.		3,933		264,219
			$	528,003
Commercial Banks — 3.3%
Fifth Third Bancorp		14,848	$	132,741
PNC Financial Services Group, Inc.		4,341		212,448
Wells Fargo & Co.		18,715		515,037
			$	860,226
Commercial Services & Supplies — 0.5%
Waste Management, Inc.		4,629	$	138,314
			$	138,314
Communications Equipment — 1.6%
QUALCOMM, Inc.		6,846	$	283,493
Telefonaktiebolaget LM Ericsson ADR		12,181		126,682
			$	410,175
Computers & Peripherals — 6.0%
Apple, Inc.(1)		3,451	$	650,514
Hewlett-Packard Co.		9,885		469,142
International Business Machines Corp.		3,727		449,513
			$	1,569,169
Consumer Finance — 0.8%
American Express Co.		3,896	$	135,737
Capital One Financial Corp.		2,259		82,679
			$	218,416
Diversified Financial Services — 4.6%
Bank of America Corp.		29,599	$	431,553
CME Group, Inc.		482		145,858
JPMorgan Chase & Co.		14,922		623,292
			$	1,200,703
Diversified Telecommunication Services — 2.2%
AT&T, Inc.		14,340	$	368,108
Verizon Communications, Inc.		7,249		214,498
			$	582,606
Electric Utilities — 1.5%
American Electric Power Co., Inc.		7,506	$	226,831
FirstEnergy Corp.		3,896		168,619
			$	395,450
Electrical Equipment — 0.3%
Emerson Electric Co.		2,159	$	81,502
			$	81,502

See notes to financial statements

5

Eaton Vance Large-Cap Core Research Fundas of October 31, 2009

PORTFOLIO OF INVESTMENTS CONT’D

Security	Shares		Value
Energy Equipment & Services — 1.9%
Diamond Offshore Drilling, Inc.		1,850	$	176,213
Halliburton Co.		4,657		136,031
Transocean, Ltd.(1)		2,139		179,483
			$	491,727
Food & Staples Retailing — 2.9%
Costco Wholesale Corp.		2,585	$	146,957
CVS Caremark Corp.		6,271		221,367
Wal-Mart Stores, Inc.		7,728		383,927
			$	752,251
Food Products — 2.1%
Kellogg Co.		3,516	$	181,215
Nestle SA ADR		6,313		293,681
Unilever PLC ADR		2,763		82,420
			$	557,316
Health Care Equipment & Supplies — 2.3%
Baxter International, Inc.		4,192	$	226,619
Boston Scientific Corp.(1)		10,440		84,773
Covidien PLC		3,163		133,226
St. Jude Medical, Inc.(1)		2,590		88,267
Zimmer Holdings, Inc.(1)		1,553		81,641
			$	614,526
Health Care Providers & Services — 0.3%
Fresenius Medical Care AG & Co. KGaA ADR		1,778	$	85,984
			$	85,984
Hotels, Restaurants & Leisure — 1.5%
Carnival Corp.		3,102	$	90,330
Marriott International, Inc., Class A		2,745		68,790
McDonald’s Corp.		4,028		236,081
			$	395,201
Household Durables — 0.8%
Newell Rubbermaid, Inc.		3,712	$	53,861
Whirlpool Corp.		2,036		145,757
			$	199,618
Household Products — 2.4%
Colgate-Palmolive Co.		4,513	$	354,857
Procter & Gamble Co.		4,855		281,590
			$	636,447
Industrial Conglomerates — 1.2%
3M Co.		2,027	$	149,127
General Electric Co.		11,870		169,266
			$	318,393
Insurance — 2.3%
Lincoln National Corp.		7,144	$	170,241
MetLife, Inc.		6,701		228,035
Prudential Financial, Inc.		4,316		195,213
			$	593,489
Internet Software & Services — 1.8%
Google, Inc., Class A(1)		889	$	476,611
			$	476,611
IT Services — 1.8%
Accenture PLC, Class A		1,691	$	62,702
Cognizant Technology Solutions Corp.(1)		1,425		55,076
MasterCard, Inc., Class A		994		217,706
Western Union Co.		7,243		131,606
			$	467,090
Life Sciences Tools & Services — 0.4%
Thermo Fisher Scientific, Inc.(1)		2,231	$	100,395
			$	100,395
Machinery — 2.3%
Caterpillar, Inc.		2,912	$	160,335
Danaher Corp.		1,593		108,690
Illinois Tool Works, Inc.		2,338		107,361
PACCAR, Inc.		5,831		218,138
			$	594,524
Media — 1.9%
McGraw-Hill Cos., Inc. (The)		3,431	$	98,744
Time Warner, Inc.		2,966		89,336
Walt Disney Co. (The)		11,196		306,435
			$	494,515

See notes to financial statements

6

Eaton Vance Large-Cap Core Research Fundas of October 31, 2009

PORTFOLIO OF INVESTMENTS CONT’D

Security	Shares		Value
Metals & Mining — 1.2%
BHP Billiton, Ltd. ADR		938	$	61,514
Freeport-McMoRan Copper & Gold, Inc.		1,490		109,306
Nucor Corp.		1,553		61,887
United States Steel Corp.		2,216		76,430
			$	309,137
Multi-Utilities — 2.2%
CMS Energy Corp.		14,337	$	190,682
PG&E Corp.		4,794		196,027
Public Service Enterprise Group, Inc.		6,291		187,472
			$	574,181
Multiline Retail — 1.8%
Kohl’s Corp.(1)		4,824	$	276,029
Target Corp.		4,115		199,290
			$	475,319
Oil, Gas & Consumable Fuels — 11.2%
Anadarko Petroleum Corp.		4,580	$	279,059
Apache Corp.		6,108		574,885
Chevron Corp.		7,611		582,546
Exxon Mobil Corp.		8,989		644,242
Hess Corp.		5,389		294,994
Occidental Petroleum Corp.		2,980		226,122
Southwestern Energy Co.(1)		5,038		219,556
Total SA ADR		2,094		125,787
			$	2,947,191
Personal Products — 0.9%
Avon Products, Inc.		7,484	$	239,862
			$	239,862
Pharmaceuticals — 6.1%
Abbott Laboratories		7,522	$	380,388
Bristol-Myers Squibb Co.		6,134		133,721
Merck & Co., Inc.		9,940		307,444
Pfizer, Inc.		31,551		537,313
Shire PLC ADR		1,922		102,443
Teva Pharmaceutical Industries, Ltd. ADR		2,627		132,611
			$	1,593,920
Real Estate Investment Trusts (REITs) — 1.2%
AvalonBay Communities, Inc.		1,174	$	80,748
Boston Properties, Inc.		1,180		71,708
Equity Residential		2,847		82,221
Vornado Realty Trust		1,289		76,773
			$	311,450
Semiconductors & Semiconductor Equipment — 3.8%
Analog Devices, Inc.		5,118	$	131,174
Applied Materials, Inc.		10,057		122,696
ASML Holding NV		5,527		148,897
Broadcom Corp., Class A(1)		4,970		132,252
Micron Technology, Inc.(1)		24,364		165,432
NVIDIA Corp.(1)		13,525		161,759
Taiwan Semiconductor Manufacturing Co., Ltd. ADR		13,056		124,554
			$	986,764
Software — 4.5%
McAfee, Inc.(1)		2,988	$	125,138
Microsoft Corp.		28,643		794,270
Oracle Corp.		12,892		272,021
			$	1,191,429
Specialty Retail — 2.0%
Abercrombie & Fitch Co., Class A		1,767	$	57,993
Best Buy Co., Inc.		2,522		96,290
Gap, Inc. (The)		3,573		76,247
Home Depot, Inc.		6,388		160,275
Staples, Inc.		3,107		67,422
TJX Companies, Inc. (The)		2,094		78,211
			$	536,438
Textiles, Apparel & Luxury Goods — 0.4%
NIKE, Inc., Class B		1,905	$	118,453
			$	118,453
Tobacco — 0.5%
Philip Morris International, Inc.		2,597	$	122,994
			$	122,994

See notes to financial statements

7

Eaton Vance Large-Cap Core Research Fundas of October 31, 2009

PORTFOLIO OF INVESTMENTS CONT’D

Security	Shares		Value
Wireless Telecommunication Services — 0.8%
American Tower Corp., Class A(1)		5,530	$	203,615
			$	203,615
Total Common Stocks
(identified cost $23,952,222)			$	26,065,724

Short-Term Investments — 4.4%
	Interest
Description	(000’s omitted)		Value
Cash Management Portfolio, 0.00%(2)	$	1,157	$	1,157,344
Total Short-Term Investments
(identified cost $1,157,344)			$	1,157,344
Total Investments — 103.8%
(identified cost $25,109,566)			$	27,223,068
Other Assets, Less Liabilities — (3.8)%			$	(1,003,162	)
Net Assets — 100.0%			$	26,219,906

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

ADR - American Depositary Receipt

(1)	Non-income producing security.
(2)	Affiliated investment company available to Eaton Vance portfolios and funds which invests in high quality, U.S. dollar denominated money market instruments. The rate shown is the annualized seven-day yield as of October 31, 2009.

See notes to financial statements

8

Eaton Vance Large-Cap Core Research Fundas of October 31, 2009

FINANCIAL STATEMENTS

Statement of Assets and Liabilities

As of October 31, 2009
Assets
Unaffiliated investments, at value (identified cost, $23,952,222)	$	26,065,724
Affiliated investment, at value (identified cost, $1,157,344)		1,157,344
Receivable for Fund shares sold		102,869
Dividends receivable		38,123
Tax reclaims receivable		3,122
Receivable from affiliate		19,787
Total assets	$	27,386,969
Liabilities
Payable for investments purchased	$	134,489
Payable for Fund shares redeemed		967,081
Payable to affiliates:
Distribution and service fees		4,237
Trustees’ fees		83
Accrued expenses		61,173
Total liabilities	$	1,167,063
Net Assets	$	26,219,906
Sources of Net Assets
Paid-in capital	$	25,455,055
Accumulated net realized loss		(1,502,696	)
Accumulated undistributed net investment income		153,954
Net unrealized appreciation		2,113,593
Total	$	26,219,906
Class A
Net Assets	$	22,264,247
Shares Outstanding		1,973,771
Net Asset Value and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	11.28
Maximum Offering Price Per Share
(100 ¸ 94.25 of net asset value per share)	$	11.97
Class C
Net Assets	$	54,919
Shares Outstanding		4,869
Net Asset Value and Offering Price Per Share*
(net assets ¸ shares of beneficial interest outstanding)	$	11.28
Class I
Net Assets	$	3,900,740
Shares Outstanding		345,414
Net Asset Value, Offering Price and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	11.29

On sales of $50,000 or more, the offering price of Class A shares is reduced.

*  Redemption price per share is equal to the net asset value less any applicable contingent deferred sales charge.

Statement of Operations

For the Year Ended
October 31, 2009
Investment Income
Dividends (net of foreign taxes, $7,140)	$	376,020
Interest income allocated from affiliated investment		6,228
Expenses allocated from affiliated investment		(4,140	)
Total investment income	$	378,108
Expenses
Investment adviser fee	$	107,017
Administration fee		25,494
Distribution and service fees
Class A		36,766
Class C		44
Trustees’ fees and expenses		1,168
Custodian fee		51,659
Transfer and dividend disbursing agent fees		29,842
Legal and accounting services		32,362
Printing and postage		14,094
Registration fees		52,702
Miscellaneous		10,340
Total expenses	$	361,488
Deduct —
Waiver and reimbursement of expenses by an affiliate	$	158,579
Total expense reductions	$	158,579
Net expenses	$	202,909
Net investment income	$	175,199
Realized and Unrealized Gain (Loss)
Net realized gain (loss) —
Investment transactions	$	(1,207,368	)
Foreign currency transactions		411
Net realized loss	$	(1,206,957	)
Change in unrealized appreciation (depreciation) —
Investments	$	3,847,433
Foreign currency		192
Net change in unrealized appreciation (depreciation)	$	3,847,625
Net realized and unrealized gain	$	2,640,668
Net increase in net assets from operations	$	2,815,867

See notes to financial statements

9

Eaton Vance Large-Cap Core Research Fundas of October 31, 2009

FINANCIAL STATEMENTS CONT’D

Statements of Changes in Net Assets

Increase (Decrease)	Year Ended			Year Ended
in Net Assets	October 31, 2009			October 31, 2008
From operations —
Net investment income	$	175,199		$	51,829
Net realized loss from investment and foreign currency transactions		(1,206,957	)		(289,400	)
Net change in unrealized appreciation (depreciation) from investments and foreign currency		3,847,625			(2,824,293	)
Net increase (decrease) in net assets from operations	$	2,815,867		$	(3,061,864	)
Distributions to shareholders —
From net investment income
Class A	$	(56,960	)	$	(22,284	)
Class I		(10,814	)		—
From net realized gain
Class A		—			(169,159	)
Total distributions to shareholders	$	(67,774	)	$	(191,443	)
Transactions in shares of beneficial interest —
Proceeds from sale of shares
Class A	$	15,910,366		$	6,916,681
Class C		81,343			—
Class I		3,249,949			1,676,440
Net asset value of shares issued to shareholders in payment of distributions declared
Class A		49,614			187,316
Class I		9,159			—
Cost of shares redeemed
Class A		(4,464,688	)		(1,910,825	)
Class C		(25,000	)		—
Class I		(1,171,207	)		(25,400	)
Net increase in net assets from Fund share transactions	$	13,639,536		$	6,844,212
Net increase in net assets	$	16,387,629		$	3,590,905
Net Assets
At beginning of year	$	9,832,277		$	6,241,372
At end of year	$	26,219,906		$	9,832,277
Accumulated undistributed net investment income included in net assets
At end of year	$	153,954		$	47,021

See notes to financial statements

10

Eaton Vance Large-Cap Core Research Fundas of October 31, 2009

FINANCIAL STATEMENTS CONT’D

Financial Highlights

	Class A
	Year Ended October 31,
	2009			2008			2007			2006			2005
Net asset value — Beginning of year	$	10.290		$	15.440		$	13.370		$	12.150		$	10.810
Income (Loss) From Operations
Net investment income(1)	$	0.102		$	0.092		$	0.066		$	0.064		$	0.041
Net realized and unrealized gain (loss)		0.948			(4.784	)		2.537			1.771			1.334
Total income (loss) from operations	$	1.050		$	(4.692	)	$	2.603		$	1.835		$	1.375
Less Distributions
From net investment income	$	(0.060	)	$	(0.053	)	$	(0.052	)	$	(0.021	)	$	(0.035	)
From net realized gain		—			(0.405	)		(0.481	)		(0.594	)		—
Total distributions	$	(0.060	)	$	(0.458	)	$	(0.533	)	$	(0.615	)	$	(0.035	)
Net asset value — End of year	$	11.280		$	10.290		$	15.440		$	13.370		$	12.150
Total Return(2)		10.32	%		(31.29	)%		20.12	%		15.59	%		12.74	%
Ratios/Supplemental Data
Net assets, end of year (000’s omitted)	$	22,264		$	8,487		$	6,241		$	3,075		$	1,730
Ratios (as a percentage of average daily net assets):
Expenses(3)(4)		1.25	%		1.25	%		1.25	%		1.25	%		1.25	%
Net investment income		1.00	%		0.70	%		0.47	%		0.51	%		0.35	%
Portfolio Turnover		54	%		76	%		63	%		74	%		93	%

(1)	Computed using average shares outstanding.
(2)	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.
(3)	The investment adviser waived its investment adviser fee, the administrator waived its administration fee and the investment adviser subsidized certain operating expenses (equal to 0.93%, 1.54%, 2.10%, 3.74% and 5.70% of average daily net assets for the years ended October 31, 2009, 2008, 2007, 2006 and 2005, respectively). Absent the waivers and subsidy, total return would have been lower.
(4)	Excludes the effect of custody fee credits, if any, of less than 0.005%.

See notes to financial statements

11

Eaton Vance Large-Cap Core Research Fundas of October 31, 2009

FINANCIAL STATEMENTS CONT’D

Financial Highlights

	Class C
	Period Ended
	October 31, 2009(1)
Net asset value — Beginning of period	$	11.52
Income (Loss) From Operations
Net investment loss(2)	$	(0.011	)
Net realized and unrealized loss		(0.229	)
Total loss from operations	$	(0.240	)
Net asset value — End of period	$	11.280
Total Return(3)		(2.08	)%(4)
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$	55
Ratios (as a percentage of average daily net assets):
Expenses (5)		2.00	%(6)
Net investment loss		(1.09	)%(6)
Portfolio Turnover		54	%(7)

(1)	For the period from the commencement of operations, October 1, 2009, to October 31, 2009.
(2)	Computed using average shares outstanding.
(3)	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.
(4)	Not annualized.
(5)	The investment adviser waived its investment adviser fee, the administrator waived its administration fee and the investment adviser subsidized certain operating expenses (equal to 0.93% of average daily net assets for the period ended October 31, 2009). Absent the waivers and subsidy, total return would have been lower.
(6)	Annualized.
(7)	For the Fund’s year ended October 31, 2009.

See notes to financial statements

12

Eaton Vance Large-Cap Core Research Fundas of October 31, 2009

FINANCIAL STATEMENTS CONT’D

Financial Highlights

	Class I
	Year Ended			Period Ended
	October 31, 2009			October 31, 2008(1)
Net asset value — Beginning of period	$	10.300		$	13.070
Income (Loss) From Operations
Net investment income(2)	$	0.120		$	0.018
Net realized and unrealized gain (loss)		0.949			(2.788	)
Total income (loss) from operations	$	1.069		$	(2.770	)
Less Distributions
From net investment income	$	(0.079	)	$	—
Total distributions	$	(0.079	)	$	—
Net asset value — End of period	$	11.290		$	10.300
Total Return(3)		10.54	%		(21.19	)%(4)
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$	3,901		$	1,345
Ratios (as a percentage of average daily net assets):
Expenses(5)		1.00	%		1.00	%(6)
Net investment income		1.16	%		1.03	%(6)
Portfolio Turnover		54	%		76	%(7)

(1)	For the period from the commencement of operations, September 3, 2008, to October 31, 2008.
(2)	Computed using average shares outstanding.
(3)	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested.
(4)	Not annualized.
(5)	The investment adviser waived its investment adviser fee, the administrator waived its administration fee and the investment adviser subsidized certain operating expenses (equal to 0.93% and 1.54% of average daily net assets for the year ended October 31, 2009 and the period ended October 31, 2008, respectively). Absent the waivers and subsidy, total return would have been lower.
(6)	Annualized.
(7)	For the Fund’s year ended October 31, 2008.

See notes to financial statements

13

Eaton Vance Large-Cap Core Research Fundas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS

1Significant Accounting Policies

Eaton Vance Large-Cap Core Research Fund (the Fund) is a diversified series of Eaton Vance Mutual Funds Trust (the Trust). The Trust is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company. The Fund’s investment objective is to achieve long-term capital appreciation by investing in a diversified portfolio of equity securities. The Fund offers three classes of shares. Class A shares are generally sold subject to a sales charge imposed at time of purchase. Class C shares are sold at net asset value and are generally subject to contingent deferred sales charge (Note 5). Class I shares are sold at net asset value and are not subject to a sales charge. Each class represents a pro-rata interest in the Fund, but votes separately on class-specific matters and (as noted below) is subject to different expenses. Realized and unrealized gains and losses and net investment income and losses, other than class-specific expenses, are allocated daily to each class of shares based on the relative net assets of each class to the total net assets of the Fund. Each class of shares differs in its distribution plan and certain other class-specific expenses.

The following is a summary of significant accounting policies of the Fund. The policies are in conformity with accounting principles generally accepted in the United States of America. A source of authoritative accounting principles applied in the preparation of the Fund’s financial statements is the Financial Accounting Standards Board (FASB) Accounting Standards Codification (the Codification), which superseded existing non-Securities and Exchange Commission accounting and reporting standards for interim and annual reporting periods ending after September 15, 2009. The adoption of the Codification for the current reporting period did not impact the Fund’s application of generally accepted accounting principles.

AInvestment 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. The daily valuation of exchange-traded foreign securities generally is determined as of the close of trading on the principal exchange on which such securities trade. Events occurring after the close of trading on foreign exchanges may result in adjustments to the valuation of foreign securities to more accurately reflect their fair value as of the close of regular trading on the New York Stock Exchange. When valuing foreign equity securities that meet certain criteria, the Trustees have approved the use of a fair value service that values such securities to reflect market trading that occurs after the close of the applicable foreign markets of comparable securities or other instruments that have a strong correlation to the fair-valued securities. Short-term debt securities with a remaining maturity of sixty days or less are generally valued at amortized cost, which approximates market value. Foreign securities and currencies are valued in U.S. dollars, based on foreign currency exchange rate quotations supplied by a third party pricing service. The pricing service uses a proprietary model to determine the exchange rate. Inputs to the model include reported trades and implied bid/ask spreads. 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 Fund in a manner that most fairly reflects the security’s value, or the amount that the Fund 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.

The Fund may invest in Cash Management Portfolio (Cash Management), an affiliated investment company managed by Boston Management and Research (BMR), a subsidiary of Eaton Vance Management (EVM). Cash Management generally values its investment securities utilizing the amortized cost valuation technique permitted by Rule 2a-7 under the 1940 Act, pursuant to which Cash Management must comply with certain conditions. This technique involves initially valuing a portfolio security at its cost and thereafter assuming a constant amortization to maturity of any discount or premium. If amortized cost is determined not to approximate fair value, Cash Management may value its investment securities based on available market quotations provided by a third party pricing service.

14

Eaton Vance Large-Cap Core Research Fundas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

BInvestment 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.

CIncome — 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 Fund is informed of the ex-dividend date. Withholding taxes on foreign dividends and capital gains have been provided for in accordance with the Fund’s understanding of the applicable countries’ tax rules and rates. Interest income is recorded on the basis of interest accrued, adjusted for amortization of premium or accretion of discount.

DFederal Taxes — The Fund’s policy is to comply with the provisions of the Internal Revenue Code applicable to regulated investment companies and to distribute to shareholders each year substantially all of its net investment income, and all or substantially all of its net realized capital gains. Accordingly, no provision for federal income or excise tax is necessary.

At October 31, 2009, the Fund, for federal income tax purposes, had a capital loss carryforward of $1,357,502 which will reduce its taxable income arising from future net realized gains on investment transactions, if any, to the extent permitted by the Internal Revenue Code, and thus will reduce the amount of distributions to shareholders, which would otherwise be necessary to relieve the Fund of any liability for federal income or excise tax. Such capital loss carryforward will expire on October 31, 2016 ($193,884) and October 31, 2017 ($1,163,618).

As of October 31, 2009, the Fund had no uncertain tax positions that would require financial statement recognition, de-recognition, or disclosure. Each of the Fund’s federal tax returns filed in the 3-year period ended October 31, 2009 remains subject to examination by the Internal Revenue Service.

EExpenses — The majority of expenses of the Trust are directly identifiable to an individual fund. Expenses which are not readily identifiable to a specific fund are allocated taking into consideration, among other things, the nature and type of expense and the relative size of the funds.

FExpense Reduction — State Street Bank and Trust Company (SSBT) serves as custodian of the Fund. Pursuant to the custodian agreement, SSBT receives a fee reduced by credits, which are determined based on the average daily cash balance the Fund maintains with SSBT. All credit balances, if any, used to reduce the Fund’s custodian fees are reported as a reduction of expenses in the Statement of Operations.

GForeign Currency Translation — Investment valuations, other assets, and liabilities initially expressed in foreign currencies are translated each business day into U.S. dollars based upon current exchange rates. Purchases and sales of foreign investment securities and income and expenses denominated in foreign currencies are translated into U.S. dollars based upon currency exchange rates in effect on the respective dates of such transactions. Recognized gains or losses on investment transactions attributable to changes in foreign currency exchange rates are recorded for financial statement purposes as net realized gains and losses on investments. That portion of unrealized gains and losses on investments that results from fluctuations in foreign currency exchange rates is not separately disclosed.

HUse 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.

IIndemnifications — Under the Trust’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 Fund, and shareholders are indemnified against personal liability for the obligations of the Trust. Additionally, in the normal course of business, the Fund enters into agreements with service providers that may contain indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred.

2Distributions to Shareholders

It is the present policy of the Fund to make at least one distribution annually (normally in December) of all or substantially all of its net investment income and to distribute annually all or substantially all of its net realized capital gains (reduced by available capital loss carryforwards from prior years, if any). Distributions to shareholders are recorded on the ex-dividend date. Distributions are declared separately for each class of shares. Shareholders may reinvest income and capital gain distributions in additional shares of the same class of the Fund at the net asset value as of the ex-dividend date or, at the election of the shareholder, receive distributions in

15

Eaton Vance Large-Cap Core Research Fundas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

cash. The Fund distinguishes between distributions on a tax basis and a financial reporting basis. Accounting principles generally accepted in the United States of America require that only distributions in excess of tax basis earnings and profits be reported in the financial statements as a return of capital. Permanent differences between book and tax accounting relating to distributions are reclassified to paid-in capital. For tax purposes, distributions from short-term capital gains are considered to be from ordinary income.

The tax character of distributions declared for the years ended October 31, 2009 and October 31, 2008 was as follows:

	Year Ended October 31,
	2009		2008
Distributions declared from:
Ordinary income	$	67,774	$	64,853
Long-term capital gains	$	—	$	126,590

During the year ended October 31, 2009, accumulated net realized loss was decreased by $678, accumulated undistributed net investment income was decreased by $492, and paid-in capital was decreased by $186 due to differences between book and tax accounting, primarily for foreign currency gain (loss), distributions from real estate investment trusts (REITs) and non-deductible expenses. These reclassifications had no effect on the net assets or net asset value per share of the Fund.

As of October 31, 2009, the components of distributable earnings (accumulated losses) and unrealized appreciation (depreciation) on a tax basis were as follows:

Undistributed ordinary income	$	153,794
Capital loss carryforward	$	(1,357,502	)
Net unrealized appreciation	$	1,968,559

The differences between components of distributable earnings (accumulated losses) on a tax basis and the amounts reflected in the Statement of Assets and Liabilities are primarily due to wash sales, and distributions from REITs.

3Investment Adviser Fee and Other Transactions with Affiliates

The investment adviser fee is earned by EVM as compensation for management and investment advisory services rendered to the Fund. The fee is computed at an annual rate of 0.65% of the Fund’s average daily net assets up to $500 million and at reduced rates as daily net assets exceed that level, and is payable monthly. The portion of the adviser fee payable by Cash Management on the Fund’s investment of cash therein is credited against the Fund’s investment adviser fee. For the year ended October 31, 2009, the Fund’s investment adviser fee totaled $110,939 of which $3,922 was allocated from Cash Management and $107,017 was paid or accrued directly by the Fund. For the year ended October 31, 2009, the Fund’s investment adviser fee, including the portion allocated from Cash Management was 0.65% of the Fund’s average daily net assets. The administration fee is earned by EVM for administering the business affairs of the Fund and is computed at an annual rate of 0.15% of the Fund’s average daily net assets. For the year ended October 31, 2009, the administration fee amounted to $25,494. EVM has agreed to waive its fees and reimburse expenses to the extent that total annual operating expenses exceed 1.25%, 2.00% and 1.00% of the average daily net assets of Class A, Class C and Class I, respectively, through February 28, 2010. Thereafter, the waiver and reimbursement may be changed or terminated at any time. Pursuant to this agreement, EVM waived fees and reimbursed expenses of $158,579 for the year ended October 31, 2009. EVM serves as the sub-transfer agent of the Fund and receives from the transfer agent an aggregate fee based upon the actual expenses incurred by EVM in the performance of these services. For the year ended October 31, 2009, EVM earned $575 in sub-transfer agent fees. The Fund was informed that Eaton Vance Distributors, Inc. (EVD), an affiliate of EVM and the Fund’s principal underwriter, received $11,201 as its portion of the sales charge on sales of Class A shares for the year ended October 31, 2009. EVD also received distribution and service fees from Class A and Class C (see Note 4).

During the year ended October 31, 2009, EVM reimbursed the Fund $1,898 for a trading error. The effect of the loss incurred and the reimbursement by EVM of such amount had no impact on total return.

Except for Trustees of the Fund who are not members of EVM’s organization, officers and Trustees receive remuneration for their services to the Fund out of the investment adviser fee. Trustees of the Fund who are not affiliated with EVM 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, 2009, no significant amounts have been deferred. Certain officers and Trustees of the Fund are officers of EVM.

4Distribution Plans

The Fund has in effect a distribution plan for Class A shares (Class A Plan) pursuant to Rule 12b-1 under the 1940 Act. The Class A Plan provides that the Fund will pay EVD a distribution and service fee of 0.25% per annum of its average daily net assets attributable to Class A shares for distribution services and facilities provided to the Fund by EVD, as well as for personal services and/or the maintenance of shareholder accounts. Distribution and service fees paid or accrued to EVD for the year ended October 31, 2009 amounted to $36,766 for Class A shares.

16

Eaton Vance Large-Cap Core Research Fundas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

The Fund also has in effect a distribution plan for Class C shares (Class C Plan) pursuant to Rule 12b-1 under the 1940 Act. The Class C Plan requires the Fund to pay EVD amounts equal to 0.75% per annum of its average daily net assets attributable to Class C shares for providing ongoing distribution services and facilities to the Fund. The Fund will automatically discontinue payments to EVD during any period in which there are no outstanding Uncovered Distribution Charges, which are equivalent to the sum of (i) 6.25% of the aggregate amount received by the Fund for Class C shares sold, plus (ii) interest calculated by applying the rate of 1% over the prevailing prime rate to the outstanding balance of Uncovered Distribution Charges of EVD of Class C, reduced by the aggregate amount of contingent deferred sales charges (see Note 5) and amounts theretofore paid or payable to EVD. For the year ended October 31, 2009, the Fund paid or accrued to EVD $33 for Class C shares, representing 0.75% (annualized) of the average daily net assets of Class C shares. There were no Uncovered Distribution Charges calculated under the Class C Plan at October 31, 2009.

The Class C Plan also authorizes the Fund to make payments of service fees to EVD, financial intermediaries and other persons in amounts not exceeding 0.25% per annum of its average daily net assets attributable to that class. Service fees paid or accrued are for personal services and/or the maintenance of shareholder accounts. They are separate and distinct from the sales commissions and distribution fees payable to EVD and, as such, are not subject to automatic discontinuance when there are no outstanding Uncovered Distribution Charges of EVD. Service fees paid or accrued for the year ended October 31, 2009 amounted to $11 for Class C shares.

5Contingent Deferred Sales Charges

A contingent deferred sales charge (CDCS) of 1% generally is imposed on redemptions of Class C shares made within one year of purchase. Class A shares may be subject to a 1% CDSC if redeemed within 18 months of purchase (depending on the circumstances of purchase). Generally, the CDSC is based upon the lower of the net asset value at date of redemption or date of purchase. No charge is levied on shares acquired by reinvestment of dividends or capital gain distributions. No CDSC is levied on shares which have been sold to EVM or its affiliates or to their respective employees or clients and may be waived under certain other limited conditions. CDSCs received on Class C redemptions are paid to EVD to reduce the amount of Uncovered Distribution Charges calculated under the Fund’s Class C Plan. CDSCs received on Class C redemptions when no Uncovered Distribution Charges exist are credited to the Fund. For the year ended October 31, 2009, the Fund was informed that EVD received no CDSCs paid by Class A and Class C shareholders.

6Purchases and Sales of Investments

Purchases and sales of investments, other than short-term obligations, aggregated $22,954,015 and $8,783,675, respectively, for the year ended October 31, 2009.

7Shares of Beneficial Interest

The Fund’s Declaration of Trust permits the Trustees to issue an unlimited number of full and fractional shares of beneficial interest (without par value). Such shares may be issued in a number of different series (such as the Fund) and classes. Transactions in Fund shares were as follows:

	Year Ended October 31,
Class A	2009			2008
Sales		1,593,249			553,150
Issued to shareholders electing to receive payments of distributions in Fund shares		5,278			12,657
Redemptions		(449,207	)		(145,521	)
Net increase		1,149,320			420,286
	Period Ended
Class C	October 31, 2009(1)
Sales		6,997
Redemptions		(2,128	)
Net increase		4,869
	Year Ended			Period Ended
Class I	October 31, 2009			October 31, 2008(2)
Sales		319,417			133,258
Issued to shareholders electing to receive payments of distributions in Fund shares		975			—
Redemptions		(105,597	)		(2,639	)
Net increase		214,795			130,619

(1)	Class C commenced operations on October 1, 2009.
(2)	Class I commenced operations on September 3, 2008.

8Federal Income Tax Basis of Investments

The cost and unrealized appreciation (depreciation) of investments of the Fund at October 31, 2009, as determined on a federal income tax basis, were as follows:

Aggregate cost	$	25,254,600
Gross unrealized appreciation	$	2,491,933
Gross unrealized depreciation		(523,465	)
Net unrealized appreciation	$	1,968,468

17

Eaton Vance Large-Cap Core Research Fundas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

9Line of Credit

The Fund 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 Fund solely to facilitate the handling of unusual and/or unanticipated short-term cash requirements. Interest is charged to the 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 Fund did not have any significant borrowings or allocated fees during the year ended October 31, 2009.

10Risks Associated with Foreign Investments

Investing in securities issued by companies whose principal business activities are outside the United States may involve significant risks not present in domestic investments. For example, there is generally less publicly available information about foreign companies, particularly those not subject to the disclosure and reporting requirements of the U.S. securities laws. Certain foreign issuers are generally not bound by uniform accounting, auditing, and financial reporting requirements and standards of practice comparable to those applicable to domestic issuers. Investments in foreign securities also involve the risk of possible adverse changes in investment or exchange control regulations, expropriation or confiscatory taxation, limitation on the removal of funds or other assets of the Fund, political or financial instability or diplomatic and other developments which could affect such investments. Foreign securities markets, while growing in volume and sophistication, are generally not as developed as those in the United States, and securities of some foreign issuers (particularly those located in developing countries) may be less liquid and more volatile than securities of comparable U.S. companies. In general, there is less overall governmental supervision and regulation of foreign securities markets, broker-dealers and issuers than in the United States.

11Fair Value Measurements

The Fund adopted FASB Statement of Financial Accounting Standards No. 157 (FAS 157), “Fair Value Measurements”, (currently FASB Accounting Standards Codification (ASC) 820-10), effective November 1, 2008. Such standard established a three-tier hierarchy to prioritize the assumptions, referred to as inputs, used in valuation techniques to measure fair value. The three-tier hierarchy of inputs is summarized in the three broad levels listed below.

•  Level 1 – quoted prices in active markets for identical investments

•  Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

•  Level 3 – significant unobservable inputs (including a fund’s own assumptions in determining the fair value of investments)

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

At October 31, 2009, the inputs used in valuing the Fund’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	$	26,065,724	$	—	$	—	$	26,065,724
Short-Term Investments		1,157,344		—		—		1,157,344
Total Investments	$	27,223,068	$	—	$	—	$	27,223,068

The level classification by major category of investments is the same as the category presentation in the Portfolio of Investments.

The Fund held no investments or other financial instruments as of October 31, 2008 whose fair value was determined using Level 3 inputs.

12Review for Subsequent Events

In connection with the preparation of the financial statements of the Fund as of and for the year ended October 31, 2009, events and transactions subsequent to October 31, 2009 through December 17, 2009, the date the financial statements were issued, have been evaluated by the Fund’s management for possible adjustment and/or disclosure. Management has identified the following subsequent events requiring financial statement disclosure as of the date these financial statements were issued.

Effective November 1, 2009, the Fund invested its assets in Large-Cap Core Research Portfolio (the Portfolio), a newly-created open-end investment company managed by BMR with the same investment objective and policies as the Fund. Concurrently, the Fund’s fiscal year-end changed from October 31 to December 31 to conform to the Portfolio’s year-end.

18

Eaton Vance Large-Cap Core Research Fundas of October 31, 2009

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Trustees of Eaton Vance Mutual Funds
Trust and Shareholders of Eaton Vance Large-Cap
Core Research Fund:

We have audited the accompanying statement of assets and liabilities of Eaton Vance Large-Cap Core Research Fund (the “Fund”) (one of the funds constituting Eaton Vance Mutual Funds Trust), including the portfolio of investments, as of October 31, 2009, 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 financial highlights for each of the three years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. The financial highlights for the year ended October 31, 2006, and all prior periods presented, were audited by other auditors. Those auditors expressed an unqualified opinion on those financial highlights in their report dated December 19, 2006.

We conducted our audits in accordance with the 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 financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of October 31, 2009, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Eaton Vance Large-Cap Core Research Fund as of October 31, 2009, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the three years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 17, 2009

19

Eaton Vance Large-Cap Core Research Fundas of October 31, 2009

FEDERAL TAX INFORMATION (Unaudited)

The Form 1099-DIV you receive in January 2010 will show the tax status of all distributions paid to your account in calendar year 2009. Shareholders are advised to consult their own tax adviser with respect to the tax consequences of their investment in the Fund. As required by the Internal Revenue Code regulations, shareholders must be notified within 60 days of the Fund’s fiscal year end regarding the status of qualified dividend income for individuals and the dividends received deduction for corporations.

Qualified Dividend Income. The Fund designates approximately $359,594, or up to the maximum amount of such dividends allowable pursuant to the Internal Revenue Code, as qualified dividend income eligible for the reduced tax rate of 15%.

Dividends Received Deduction. Corporate shareholders are generally entitled to take the dividends received deduction on the portion of the Fund’s dividend distribution that qualifies under tax law. For the Fund’s fiscal 2009 ordinary income dividends, 97.95% qualifies for the corporate dividends received deduction.

20

Eaton Vance Large-Cap Core Research 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 27, 2009, the Board, including a majority of the Independent Trustees, voted to approve continuation of existing advisory and sub-advisory agreements for the Eaton Vance Funds for an additional one-year period. In voting its approval, the Board relied upon the affirmative recommendation of the Contract Review Committee of the Board (formerly the Special Committee), which is a committee comprised exclusively of Independent Trustees. Prior to making its recommendation, the Contract Review Committee reviewed information furnished for a series of meetings of the Contract Review Committee held in February, March and April 2009. Such information included, among other things, the following:

Information about Fees, Performance and Expenses

•  An independent report comparing the advisory and related fees paid by each fund with fees paid by comparable funds;

•  An independent report comparing each fund’s total expense ratio and its components to comparable funds;

•  An independent report comparing the investment performance of each fund to the investment performance of comparable funds over various time periods;

•  Data regarding investment performance in comparison to relevant peer groups of funds and appropriate indices;

•  Comparative information concerning fees charged by each adviser for managing other mutual funds and institutional accounts using investment strategies and techniques similar to those used in managing the fund;

•  Profitability analyses for each adviser with respect to each fund;

Information about Portfolio Management

•  Descriptions of the investment management services provided to each fund, including the investment strategies and processes employed, and any changes in portfolio management processes and personnel;

•  Information concerning the allocation of brokerage and the benefits received by each adviser as a result of brokerage allocation, including information concerning the acquisition of research through “soft dollar” benefits received in connection with the funds’ brokerage, and the implementation of a soft dollar reimbursement program established with respect to the funds;

•  Data relating to portfolio turnover rates of each fund;

•  The procedures and processes used to determine the fair value of fund assets and actions taken to monitor and test the effectiveness of such procedures and processes;

Information about each Adviser

•  Reports detailing the financial results and condition of each adviser;

•  Descriptions of the qualifications, education and experience of the individual investment professionals whose responsibilities include portfolio management and investment research for the funds, and information relating to their compensation and responsibilities with respect to managing other mutual funds and investment accounts;

•  Copies of the Codes of Ethics of each adviser and its affiliates, together with information relating to compliance with and the administration of such codes;

•  Copies of or descriptions of each adviser’s proxy voting policies and procedures;

•  Information concerning the resources devoted to compliance efforts undertaken by each adviser and its affiliates on behalf of the funds (including descriptions of various compliance programs) and their record of compliance with investment policies and restrictions, including policies with respect to market-timing, late trading and selective portfolio disclosure, and with policies on personal securities transactions;

•  Descriptions of the business continuity and disaster recovery plans of each adviser and its affiliates;

Other Relevant Information

•  Information concerning the nature, cost and character of the administrative and other non-investment management services provided by Eaton Vance Management and its affiliates;

•  Information concerning management of the relationship with the custodian, subcustodians and fund accountants by each adviser or the funds’ administrator; and

•  The terms of each advisory agreement.

21

Eaton Vance Large-Cap Core Research 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, 2009, the Board met eighteen times and the Contract Review Committee, the Audit Committee, the Governance Committee, the Portfolio Management Committee and the Compliance Reports and Regulatory Matters Committee, each of which is a Committee comprised solely of Independent Trustees, met seven, five, six, six and six times, respectively. At such meetings, the Trustees received, among other things, presentations by the portfolio managers and other investment professionals of each adviser relating to the investment performance of each fund and the investment strategies used in pursuing the fund’s investment objective.

For funds that invest through one or more underlying portfolios, the Board considered similar information about the portfolio(s) when considering the approval of advisory agreements. In addition, in cases where the fund’s investment adviser has engaged a sub-adviser, the Board considered similar information about the sub-adviser when considering the approval of any sub-advisory agreement.

The Contract Review Committee was assisted throughout the contract review process by Goodwin Procter LLP, legal counsel for the Independent Trustees. The members of the Contract Review Committee relied upon the advice of such counsel and their own business judgment in determining the material factors to be considered in evaluating each advisory and sub-advisory agreement and the weight to be given to each such factor. The conclusions reached with respect to each advisory and sub-advisory agreement were based on a comprehensive evaluation of all the information provided and not any single factor. Moreover, each member of the Contract Review Committee may have placed varying emphasis on particular factors in reaching conclusions with respect to each advisory and sub-advisory agreement.

Results of the Process

Based on its consideration of the foregoing, and such other information as it deemed relevant, including the factors and conclusions described below, the Contract Review Committee concluded that the continuance of the investment advisory agreement of the Eaton Vance Large-Cap Core Research Fund (formerly, Eaton Vance Equity Research Fund) (the “Fund”) with Eaton Vance Management (the “Adviser”), including its fee structure, is in the interests of shareholders and, therefore, the Contract Review Committee recommended to the Board approval of the agreement. The Board accepted the recommendation of the Contract Review Committee as well as the factors considered and conclusions reached by the Contract Review Committee with respect to the agreement. Accordingly, the Board, including a majority of the Independent Trustees, voted to approve continuation of the investment advisory agreement for the Fund.

Nature, Extent and Quality of Services

In considering whether to approve the investment advisory agreement of the Fund, the Board evaluated the nature, extent and quality of services provided to the Fund by the Adviser.

The Board considered the Adviser’s management capabilities and investment process with respect to the types of investments held by the Fund, including the education, experience and number of its investment professionals and other personnel who provide portfolio management, investment research, and similar services to the Fund. In particular, the Board evaluated, where relevant, the abilities and experience of such investment personnel in analyzing factors such as credit risk, tax efficiency, and special considerations relevant to investing in foreign markets. Specifically, the Board considered the Adviser’s in-house equity research capabilities. The Board also took into account the resources dedicated to portfolio management and other services, including the compensation paid to recruit and retain investment personnel, and the time and attention devoted to the Fund by senior management.

The Board also reviewed the compliance programs of the Adviser and relevant affiliates thereof. Among other matters, the Board considered compliance and reporting matters relating to personal trading by investment personnel, selective disclosure of portfolio holdings, late trading, frequent trading, portfolio valuation, business continuity and the allocation of investment opportunities. The Board also evaluated the responses of the Adviser and its affiliates to requests from regulatory authorities such as the Securities and Exchange Commission and the Financial Industry Regulatory Authority.

The Board considered shareholder and other administrative services provided or managed by Eaton Vance Management and its affiliates, including transfer agency and accounting services. The Board evaluated the benefits to shareholders of investing in a fund that is a part of a large family of funds, including the ability, in many cases, to exchange an investment among different funds without incurring additional sales charges.

The Board considered the Adviser’s recommendations for Board action and other steps taken in response to the unprecedented dislocations experienced in the capital markets over recent periods, including sustained periods of high volatility, credit disruption and government intervention. In particular, the Board considered the Adviser’s efforts and expertise with respect to each of the following

22

Eaton Vance Large-Cap Core Research Fund

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

matters as they relate to the Fund and/or other funds within the Eaton Vance family of funds: (i) negotiating and maintaining the availability of bank loan facilities and other sources of credit used for investment purposes or to satisfy liquidity needs; (ii) establishing the fair value of securities and other instruments held in investment portfolios during periods of market volatility and issuer-specific disruptions; and (iii) the ongoing monitoring of investment management processes and risk controls.

After consideration of the foregoing factors, among others, the Board concluded that the nature, extent and quality of services provided by the Adviser, taken as a whole, are appropriate and consistent with the terms of the investment advisory agreement.

Fund Performance

The Board compared the Fund’s investment performance to a relevant universe of similarly managed funds identified by an independent data provider and appropriate benchmark indices. The Board reviewed comparative performance data for the one-, three- and five-year periods ended September 30, 2008 for the Fund. The Board concluded that the performance of the Fund was satisfactory.

Management Fees and Expenses

The Board reviewed contractual investment advisory fee rates, including administrative fee rates payable by the Fund (referred to collectively as “management fees”). As part of its review, the Board considered the Fund’s management fees (including administrative fees) and total expense ratio for the year ended September 30, 2008, as compared to a group of similarly managed funds selected by an independent data provider. The Board considered the fact that the Adviser had waived fees and/or paid expenses for the Fund.

After reviewing the foregoing information, and in light of the nature, extent and quality of the services provided by the Adviser, the Board concluded that the management fees charged for advisory and related services and the Fund’s total expense ratio are reasonable.

Profitability

The Board reviewed the level of profits realized by the Adviser and relevant affiliates thereof in providing investment advisory and administrative services to the Fund and to all Eaton Vance Funds as a group. The Board considered the level of profits realized without regard to revenue sharing or other payments by the Adviser and its affiliates to third parties in respect of distribution services. The Board also considered other direct or indirect benefits received by the Adviser and its affiliates in connection with its relationship with the Fund, including the benefits of research services that may be available to the Adviser as a result of securities transactions effected for the Fund 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 are reasonable.

Economies of Scale

In reviewing management fees and profitability, the Board also considered the extent to which the Adviser and its affiliates, on the one hand, and the Fund, on the other hand, can expect to realize benefits from economies of scale as the assets of the Fund 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 Adviser’s profitability 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 the Fund. The Board also concluded that, assuming reasonably foreseeable increases in the assets of the Fund, 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.

23

Eaton Vance Large-Cap Core Research Fund

MANAGEMENT AND ORGANIZATION

Fund Management. The Trustees of Eaton Vance Mutual Funds Trust (the Trust) and Large-Cap Core Research 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 Two International Place, Boston, Massachusetts 02110. 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, “Parametric” refers to Parametric Portfolio Associates LLC and “EVD” refers to Eaton Vance Distributors, Inc. EVC and EV are the corporate parent and trustee, respectively, of EVM and BMR. EVD is the Fund’s principal underwriter, the Portfolio’s placement agent and a wholly-owned subsidiary of EVC. Each officer affiliated with Eaton Vance may hold a position with other Eaton Vance affiliates that is comparable to his or her position with EVM listed below.

		Term of		Number of Portfolios
	Position(s)	Office and		in Fund Complex
Name and	with the	Length of	Principal Occupation(s)	Overseen By
Date of Birth	Trust	Service	During Past Five Years	Trustee(1)		Other Directorships Held
Interested Trustee
Thomas E. Faust Jr. 5/31/58	Trustee and President of the Trust	Trustee of the Trust since 2007, Trustee of the Portfolio since 2009 and President of the Trust since 2002	Chairman, Chief Executive Officer and President of EVC, Director and President of EV, Chief Executive Officer and President of EVM and BMR, and Director of EVD. Trustee and/or officer of 176 registered investment companies and 4 private investment companies managed by EVM or BMR. Mr. Faust is an interested person because of his positions with EVM, BMR, EVD, EVC and EV, which are affiliates of the Trust and Portfolio.		176	Director of EVC
Noninterested Trustees
Benjamin C. Esty 1/2/63	Trustee	Of the Trust since 2005 and of the Portfolio since 2009	Roy and Elizabeth Simmons Professor of Business Administration and Finance Unit Head, Harvard University Graduate School of Business Administration.		176	None
Allen R. Freedman 4/3/40	Trustee	Of the Trust since 2007 and of the Portfolio since 2009	Former Chairman (2002-2004) and a Director (1983-2004) of Systems & Computer Technology Corp. (provider of software to higher education). Formerly, a Director of Loring Ward International (fund distributor) (2005-2007). Formerly, Chairman and a Director of Indus International, Inc. (provider of enterprise management software to the power generating industry) (2005-2007).		176	Director of Assurant, Inc. (insurance provider) and Stonemor Partners, L.P. (owner and operator of cemeteries)
William H. Park 9/19/47	Trustee	Of the Trust since 2003 and of the Portfolio since 2009	Vice Chairman, Commercial Industrial Finance Corp. (specialty finance company) (since 2006). Formerly, President and Chief Executive Officer, Prizm Capital Management, LLC (investment management firm) (2002-2005).		176	None
Ronald A. Pearlman 7/10/40	Trustee	Of the Trust since 2003 and of the Portfolio since 2009	Professor of Law, Georgetown University Law Center.		176	None
Helen Frame Peters 3/22/48	Trustee	Of the Trust since 2008 and of the Portfolio since 2009	Professor of Finance, Carroll School of Management, Boston College. Adjunct Professor of Finance, Peking University, Beijing, China (since 2005).		176	Director of BJ’s Wholesale Club, Inc. (wholesale club retailer)
Heidi L. Steiger 7/8/53	Trustee	Of the Trust since 2007 and of the Portfolio since 2009	Managing Partner, Topridge Associates LLC (global wealth management firm) (since 2008); Senior Advisor (since 2008), President (2005-2008), Lowenhaupt Global Advisors, LLC (global wealth management firm). Formerly, President and Contributing Editor, Worth Magazine (2004-2005). Formerly, Executive Vice President and Global Head of Private Asset Management (and various other positions), Neuberger Berman (investment firm) (1986-2004).		176	Director of Nuclear Electric Insurance Ltd. (nuclear insurance provider), Aviva USA (insurance provider) and CIFG (family of financial guaranty companies) and Advisory Director of Berkshire Capital Securities LLC (private investment banking firm)
Lynn A. Stout 9/14/57	Trustee	Of the Trust since 1998 and of the Portfolio since 2009	Paul Hastings Professor of Corporate and Securities Law (since 2006) and Professor of Law (2001-2006), University of California at Los Angeles School of Law.		176	None

24

Eaton Vance Large-Cap Core Research Fund

MANAGEMENT AND ORGANIZATION CONT’D

		Term of		Number of Portfolios
	Position(s)	Office and		in Fund Complex
Name and	with the	Length of	Principal Occupation(s)	Overseen By
Date of Birth	Trust	Service	During Past Five Years	Trustee(1)		Other Directorships Held
Noninterested Trustees (continued)
Ralph F. Verni 1/26/43	Chairman of the Board and Trustee	Chairman of the Board since 2007, Trustee of the Trust since 2005 and Trustee of the Portfolio since 2009	Consultant and private investor.		176	None

Principal Officers who are not Trustees

	Position(s)
	with the	Term of
	Trust	Office and
Name and	and the	Length of	Principal Occupation(s)
Date of Birth	Portfolio	Service	During Past Five Years
William H. Ahern, Jr. 7/28/59	Vice President of the Trust	Since 1995	Vice President of EVM and BMR. Officer of 76 registered investment companies managed by EVM or BMR.
John R. Baur 2/10/70	Vice President of the Trust	Since 2008	Vice President of EVM and BMR. Previously, attended Johnson Graduate School of Management, Cornell University (2002-2005), and prior thereto he was an Account Team Representative in Singapore for Applied Materials, Inc. Officer of 35 registered investment companies managed by EVM or BMR.
Michael A. Cirami 12/24/75	Vice President of the Trust	Since 2008	Vice President of EVM and BMR. Officer of 35 registered investment companies managed by EVM or BMR.
Cynthia J. Clemson 3/2/63	Vice President of the Trust	Since 2005	Vice President of EVM and BMR. Officer of 92 registered investment companies managed by EVM or BMR.
Charles B. Gaffney 12/4/72	Vice President	Vice President of the Trust since 2007 and of the Portfolio since 2009	Director of Equity Research and a Vice President of EVM and BMR. Officer of 32 registered investment companies managed by EVM or BMR.
Christine M. Johnston 11/9/72	Vice President of the Trust	Since 2007	Vice President of EVM and BMR. Officer of 37 registered investment companies managed by EVM or BMR.
Aamer Khan 6/7/60	Vice President	Vice President of the Trust since 2005 and of the Portfolio since 2009	Vice President of EVM and BMR. Officer of 35 registered investment companies managed by EVM or BMR.
Martha G. Locke 6/21/52	Vice President of the Portfolio	Since 2009	Vice President of EVM and BMR. Officer of 4 registered investment companies managed by EVM or BMR.
Thomas H. Luster 4/8/62	Vice President of the Trust	Since 2006	Vice President of EVM and BMR. Officer of 54 registered investment companies managed by EVM or BMR.
Robert B. MacIntosh 1/22/57	Vice President of the Trust	Since 1998	Vice President of EVM and BMR. Officer of 91 registered investment companies managed by EVM or BMR.
Jeffrey A. Rawlins 10/6/61	Vice President of the Trust	Since 2009	Vice President of EVM and BMR. Previously, a Managing Director of the Fixed Income Group at State Street Research and Management (1989-2005). Officer of 31 registered investment companies managed by EVM or BMR.
Duncan W. Richardson 10/26/57	Vice President of the Trust and President of the Portfolio	Vice President of the Trust since 2001 and President of the Portfolio since 2009	Director of EVC and Executive Vice President and Chief Equity Investment Officer of EVC, EVM and BMR. Officer of 82 registered investment companies managed by EVM or BMR.
Dana C. Robinson 9/10/57	Vice President of the Portfolio	Since 2009	Vice President of EVM and BMR. Officer of 1 registered investment company managed by EVM or BMR.

25

Eaton Vance Large-Cap Core Research Fund

MANAGEMENT AND ORGANIZATION CONT’D

	Position(s)
	with the	Term of
	Trust	Office and
Name and	and the	Length of	Principal Occupation(s)
Date of Birth	Portfolio	Service	During Past Five Years
Principal Officers who are not Trustees (continued)
Judith A. Saryan 8/21/54	Vice President of the Trust	Since 2003	Vice President of EVM and BMR. Officer of 51 registered investment companies managed by EVM or BMR.
Susan Schiff 3/13/61	Vice President of the Trust	Since 2002	Vice President of EVM and BMR. Officer of 37 registered investment companies managed by EVM or BMR.
Thomas Seto 9/27/62	Vice President of the Trust	Since 2007	Vice President and Director of Portfolio Management of Parametric. Officer of 32 registered investment companies managed by EVM or BMR.
David M. Stein 5/4/51	Vice President of the Trust	Since 2007	Managing Director and Chief Investment Officer of Parametric. Officer of 32 registered investment companies managed by EVM or BMR.
Dan R. Strelow 5/27/59	Vice President of the Trust	Since 2009	Vice President of EVM and BMR since 2005. Previously, a Managing Director (since 1988) and Chief Investment Officer (since 2001) of the Fixed Income Group at State Street Research and Management. Officer of 31 registered investment companies managed by EVM or BMR.
Mark S. Venezia 5/23/49	Vice President of the Trust	Since 2007	Vice President of EVM and BMR. Officer of 38 registered investment companies managed by EVM or BMR.
Adam A. Weigold 3/22/75	Vice President of the Trust	Since 2007	Vice President of EVM and BMR. Officer of 69 registered investment companies managed by EVM or BMR.
Barbara E. Campbell 6/19/57	Treasurer	Treasurer of the Trust since 2005 and of the Portfolio since 2009	Vice President of EVM and BMR. Officer of 176 registered investment companies managed by EVM or BMR.
Maureen A. Gemma 5/24/60	Secretary and Chief Legal Officer	Secretary of the Trust since 2007 and of the Portfolio since 2009 and Chief Legal Officer since 2008	Vice President of EVM and BMR. Officer of 176 registered investment companies managed by EVM or BMR.
Paul M. O’Neil 7/11/53	Chief Compliance Officer	Of the Trust since 2004 and of the Portfolio since 2009	Vice President of EVM and BMR. Officer of 176 registered investment companies managed by EVM or BMR.

(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 on Eaton Vance’s website at www.eatonvance.com or by calling 1-800-262-1122.

26

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Investment Adviser and Administrator of

Eaton Vance Large-Cap Core Research Fund

Eaton Vance Management

Two International Place

Boston, MA 02110

Principal Underwriter*

Eaton Vance Distributors, Inc.

Two International Place

Boston, MA 02110

Custodian

State Street Bank and Trust Company

200 Clarendon Street

Boston, MA 02116

Transfer Agent

PNC Global Investment Servicing

Attn: Eaton Vance Funds

P.O. Box 9653

Providence, RI 02940-9653

(800) 262-1122

Independent Registered Public Accounting Firm

Deloitte & Touche LLP

200 Berkeley Street

Boston, MA 02116-5022

Eaton Vance Large-Cap Core Research Fund

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.

1325-12/09 ERSRC

Annual Report October 31 , 2009 EATON VANCE FLOATING-RATE FUND

IMPORTANT NOTICES REGARDING PRIVACY,
DELIVERY OF SHAREHOLDER DOCUMENTS,
PORTFOLIO HOLDINGS AND PROXY VOTING

Privacy. The Eaton Vance organization is committed to ensuring your financial privacy. Each of the financial institutions identified below has in effect the following policy (Privacy Policy) with respect to nonpublic personal information about its customers:

•  Only such information received from you, through application forms or otherwise, and information about your Eaton Vance fund transactions will be collected. This may include information such as name, address, social security number, tax status, account balances and transactions.

•  None of such information about you (or former customers) will be disclosed to anyone, except as permitted by law (which includes disclosure to employees necessary to service your account). In the normal course of servicing a customer’s account, Eaton Vance may share information with unaffiliated third parties that perform various required services such as transfer agents, custodians and broker/dealers.

•  Policies and procedures (including physical, electronic and procedural safeguards) are in place that are designed to protect the confidentiality of such information.

•  We reserve the right to change our Privacy Policy at any time upon proper notification to you. Customers may want to review our Privacy Policy periodically for changes by accessing the link on our homepage: www.eatonvance.com.

Our pledge of privacy applies to the following entities within the Eaton Vance organization: the Eaton Vance Family of Funds, Eaton Vance Management, Eaton Vance Investment Counsel, Boston Management and Research, and Eaton Vance Distributors, Inc.

In addition, our Privacy Policy applies only to those Eaton Vance customers who are individuals and who have a direct relationship with us. If a customer’s account (i.e., fund shares) is held in the name of a third-party financial adviser/broker-dealer, it is likely that only such adviser’s privacy policies apply to the customer. This notice supersedes all previously issued privacy disclosures.

For more information about Eaton Vance’s Privacy Policy, please call 1-800-262-1122.

Delivery of Shareholder Documents. The Securities and Exchange Commission (the “SEC”) permits funds to deliver only one copy of shareholder documents, including prospectuses, proxy statements and shareholder reports, to fund investors with multiple accounts at the same residential or post office box address. This practice is often called “householding” and it helps eliminate duplicate mailings to shareholders.

Eaton Vance, or your financial adviser, may household the mailing of your documents indefinitely unless you instruct Eaton Vance, or your financial adviser, otherwise.

If you would prefer that your Eaton Vance documents not be householded, please contact Eaton Vance at 1-800-262-1122, or contact your financial adviser.

Your instructions that householding not apply to delivery of your Eaton Vance documents will be effective within 30 days of receipt by Eaton Vance or your financial adviser.

Portfolio Holdings. Each Eaton Vance Fund and its underlying Portfolio(s) (if applicable) will file a schedule of portfolio holdings on Form N-Q with the SEC for the first and third quarters of each fiscal year. The Form N-Q will be available on the Eaton Vance website at www.eatonvance.com, by calling Eaton Vance at 1-800-262-1122 or in the EDGAR database on the SEC’s website at www.sec.gov. Form N-Q may also be reviewed and copied at the SEC’s public reference room in Washington, D.C. (call 1-800-732-0330 for information on the operation of the public reference room).

Proxy Voting. From time to time, funds are required to vote proxies related to the securities held by the funds. The Eaton Vance Funds or their underlying Portfolios (if applicable) vote proxies according to a set of policies and procedures approved by the Funds’ and Portfolios’ Boards. You may obtain a description of these policies and procedures and information on how the Funds or Portfolios voted proxies relating to portfolio securities during the most recent 12 month period ended June 30, without charge, upon request, by calling 1-800-262-1122. This description is also available on the SEC’s website at www.sec.gov.

Eaton Vance Floating-Rate Fund as of October 31, 2009
MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE

Economic and Market Conditions

Scott H. Page, CFA
Co-Portfolio Manager

Craig P. Russ
Co-Portfolio Manager

• During the year ending October 31, 2009, global credit markets experienced unprecedented volatility in the early months of the period but staged a remarkable turnaround beginning in January 2009. In the first two months of the period, there was little doubt that a recession would bring higher default rates; but it was difficult to reconcile bank loan and high-yield bond prices with market fundamentals. By the turn of the New Year, however, the markets began to rebound as credit spreads tightened from record levels and investors returned to the credit markets.

• The loan market, as measured by the S&P/LSTA Leveraged Loan Index (the Index) returned 46.90% for the first 10 months of 2009, the highest 10-month performance in the history of the asset class. For the fiscal year, the Index returned 30.44%.¹ Performance was driven by a combination of technical factors, which improved the market’s demand and supply picture. On the supply side, limited new loan issuance and a contraction of the existing supply through loan repayments reduced the available universe of purchasable loans. Matched with little selling activity and modest but steady inflows, loan prices improved significantly. More significant investor flows into the high-yield bond market also contributed to the improvement in bank loans. Increased high-yield bond issuance contributed to meaningful bank loan repayments, which lowered the available supply of loans and provided cash to bank loan managers. In addition, direct crossover buying into the asset class by high-yield bond managers bolstered demand.

Past performance is no guarantee of future results. Returns are historical and are calculated by determining the percentage change in net asset value or offering price (as applicable) with all distributions reinvested. Investment return and principal value will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Performance is for the stated time period only; due to market volatility, the Fund’s current performance may be lower or higher than the quoted return. For performance as of the most recent month end, please refer to www.eatonvance.com.

Fund shares are not insured by the FDIC and are not deposits or other obligations of, or guaranteed by, any depository institution. Shares are subject to investment risks, including possible loss of principal invested.

Management Discussion

• The Fund’s² investment objective is to provide a high level of current income. The Fund invests primarily in senior floating-rate loans of domestic and foreign borrowers. In managing the Fund, the investment adviser seeks to invest in a portfolio of senior loans that it believes will be less volatile over time than the general loan market.

• The Fund’s investments included 421 borrowers in 39 industries as of October 31, 2009, with an average loan size of 0.23% of total investments, and no industry constituted more than 9.1% of total investments. Health care, business equipment and services, and cable and satellite television were among the top industry weightings. The Fund’s loans were primarily senior, secured loans to companies with average revenues exceeding $1 billion.

• The Fund’s larger, higher-quality loans helped its performance in the earlier part of 2009 as these loans were the first to benefit from price recovery. However, the past six months witnessed a “junk rally,” with the market’s lowest-quality loans skyrocketing back to life. As a result, the Fund’s relative underweight to the lowest-quality loans, including second-lien loans and those rated below CCC, detracted slightly from relative performance in the second half of the period.

Total Return Performance
10/31/08 – 10/31/09

Advisers Class3	26.83	%
Class A3	27.01
Class B3	25.96
Class C3	25.96
Class I3	27.14
S&P/LSTA Leveraged Loan Index1	30.44

See page 3 for more performance information.

1	It is not possible to invest directly in an Index. The Index’s total return reflects changes in value of the loans constituting the Index and accrual of interest and does not reflect the commissions or expenses that would have been incurred if an investor individually purchased or sold the loans represented in the Index.
2	The Fund currently invests in a separate registered investment company, Floating Rate Portfolio (the Portfolio), with the same objective and policies as the Fund. References to investments are to the Portfolio’s holdings.
3	These returns do not include the 2.25% maximum sales charge for Class A shares or the applicable contingent deferred sales charges (CDSC) for Class B and Class C shares. If sales charges were deducted, the returns would be lower. Advisers Class and Class I shares are offered to investors at net asset value.

1

Eaton Vance Floating-Rate Fund as of October 31, 2009
MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE

• The Fund had a 9% exposure to European loans as of October 31, 2009. The Fund’s involvement in the European leveraged loan market represented further opportunity for diversification, and while this market was affected slightly more than the U.S. bank loan market by the credit market turmoil, we believe it offers attractive appreciation opportunity at current price levels.

• In terms of industry sectors, a relative overweight to the cable and satellite television, leisure goods, activities and movies, and business equipment and services industries benefited relative performance. Detractors included underweights to the automotive and lodging and casino industries. The Fund’s diversification was an important risk mitigator during the fiscal year.

• As concerns about inflation and the uncertainty of the potential interest-rate impact of historic stimulus financing persists, we believe the floating-rate asset class remains attractive, especially relative to duration-exposed fixed-income alternatives.

The views expressed throughout this report are those of the portfolio managers and are current only through the end of the period of the report as stated on the cover. These views are subject to change at any time based upon market or other conditions, and the investment adviser disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a fund are based on many factors, may not be relied on as an indication of trading intent on behalf of any Eaton Vance fund. Portfolio information provided in the report may not be representative of the Portfolio’s current or future investments and may change due to active management.

Portfolio Composition

Top 10 Holdings¹
By total investments

Community Health Systems, Inc.	1.3	%
UPC Broadband Holding B.V.	1.2
HCA, Inc.	1.2
Intelsat Corp.	1.2
SunGard Data Systems, Inc.	1.2
Rite Aid Corp.	1.2
Georgia-Pacific Corp.	1.2
Aramark Corp.	1.0
Nielsen Finance, LLC	1.0
Univision Communications, Inc.	1.0

¹ Top 10 Holdings represented 11.5% of the Portfolio’s total investments as of 10/31/09.

Top Five Industries²
By total investments

Health Care	9.1	%
Business Equipment and Services	7.9
Cable and Satellite Television	7.1
Publishing	6.7
Radio and Television	5.3

² Industries are shown as a percentage of the Portfolio’s total investments as of 10/31/09.

Credit Quality Ratings for Total Loan Investments³
By total loan investments

Baa	1.9	%
Ba	37.0
B	35.4
Ca	0.8
Caa	5.5
Defaulted	7.5
Non-Rated4	11.9

3

Credit Quality ratings are those provided by Moody’s Investor Services, Inc., a nationally recognized bond rating service. Reflects the Portfolio’s total loan investments as of 10/31/09. Although the investment adviser considers ratings when making investment decisions, it performs its own credit and investment analysis and does not rely primarily on the ratings assigned by the rating services. Credit quality can change from time to time, and recently issued credit ratings may not fully reflect the actual risks posed by a particular security or the issuer’s current financial condition. The rating assigned to a security by a rating agency does not necessarily reflect its assessment of the volatility of a security’s market value or of the liquidity of an investment in the security.

4

Certain loans in which the Portfolio invests are not rated by a rating agency. In management’s opinion, such securities are comparable to securities rated by a rating agency in the categories listed above.

2

Eaton Vance Floating-Rate Fund as of October 31, 2009

FUND PERFORMANCE

The line graph and table set forth below provide information about the Fund’s performance. The line graph compares the performance of Class B of the Fund with that of the S&P/LSTA Leveraged Loan Index, an unmanaged loan market index. The lines on the graph represent the total returns of a hypothetical investment of $10,000 in each of Class B and the S&P/LSTA Leveraged Loan Index. The table includes the total returns of each Class of the Fund at net asset value and maximum public offering price. The performance presented below does not reflect the deduction of taxes, if any, that a shareholder would pay on distributions or redemptions of Fund shares.

Performance¹

	Advisers
	Class			Class A			Class B			Class C			Class I
Share Class Symbol	EABLX			EVBLX			EBBLX			ECBLX			EIBLX
Average Annual Total Returns (at net asset value)
One year		26.83	%		27.01	%		25.96	%		25.96	%		27.14	%
Five years		2.43			2.45			1.68			1.68			2.69
Life of Fund†		3.01			2.89			2.24			2.25			3.28
SEC Average Annual Total Returns (including sales charge or applicable CDSC)
One year		26.83	%		24.09	%		20.96	%		24.96	%		27.14	%
Five years		2.43			1.98			1.35			1.68			2.69
Life of Fund†		3.01			2.53			2.24			2.25			3.28

†

Inception Dates – Advisers Class: 2/7/01; Class A: 5/5/03; Class B: 2/5/01; Class C: 2/1/01; Class I: 1/30/01

1

Average Annual Total Returns at net asset value do not include the 2.25% maximum sales charge for Class A shares or the applicable contingent deferred sales charges (CDSC) for Class B or Class C shares. If sales charges were deducted, the returns would be lower. Class I and Advisers Class shares are offered to certain investors at net asset value. SEC Average Annual Total Returns for Class A reflect the maximum 2.25% sales charge. SEC returns for Class B reflect the applicable CDSC based on the following schedule: 5% — 1st and 2nd years; 4% — 3rd year; 3% — 4th year; 2% — 5th year; 1% — 6th year. SEC returns for Class C reflect a 1% CDSC for the first year. Advisers Class, Class A and Class I shares are subject to a 1% redemption fee if redeemed or exchanged within 90 days of the settlement of the purchase.

Total Annual	Advisers
Operating Expenses2	Class			Class A			Class B			Class C			Class I
Expense Ratio		1.19	%		1.19	%		1.94	%		1.94	%		0.92	%

² Source: Prospectus dated 3/1/09.

*	Sources: Morningstar Direct. Class B of the Fund commenced operations on 2/5/01.
	Index data is available as of month end only.

A $10,000 hypothetical investment at net asset value in Advisers Class on 2/7/01, Class A on 5/5/03, Class C on 2/1/01 and Class I on 1/30/01 would have been valued at $12,032 ($11,761 at the maximum offering price), $12,951, $12,145 and $13,262, respectively, on 10/31/09. It is not possible to invest directly in an Index. The Index’s total return does not reflect the commissions or expenses that would have been incurred if an investor individually purchased or sold the securities represented in the Index.

Past performance is no guarantee of future results. Returns are historical and are calculated by determining the percentage change in net asset value or offering price (as applicable) with all distributions reinvested. Investment return and principal value will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Performance is for the stated time period only; due to market volatility, the Fund’s current performance may be lower or higher than the quoted return. For performance as of the most recent month end, please refer to www.eatonvance.com.

3

Eaton Vance Floating-Rate Fundas of October 31, 2009

FUND EXPENSES

Example: As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchases and redemption fees (if applicable); and (2) ongoing costs, including management fees; distribution or service fees; and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 2009 – October 31, 2009).

Actual Expenses: The first section of the table below provides information about actual account values and actual expenses. You may use the information in this section, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first section under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes: The second section of the table below provides information about hypothetical account values and hypothetical expenses based on the actual Fund expense ratio and an assumed rate of return of 5% per year (before expenses), which is not the actual return of the Fund. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in your Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads) or redemption fees (if applicable). Therefore, the second section of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would be higher.

Eaton Vance Floating-Rate Fund

	Beginning Account Value		Ending Account Value		Expenses Paid During Period*
	(5/1/09)		(10/31/09)		(5/1/09 – 10/31/09)
Actual
Advisers Class		$1,000.00		$1,212.10		$6.08
Class A		$1,000.00		$1,212.80		$6.08
Class B		$1,000.00		$1,207.90		$10.24
Class C		$1,000.00		$1,206.20		$10.23
Class I		$1,000.00		$1,213.50		$4.69
Hypothetical
(5% return per year before expenses)
Advisers Class		$1,000.00		$1,019.70		$5.55
Class A		$1,000.00		$1,019.70		$5.55
Class B		$1,000.00		$1,015.90		$9.35
Class C		$1,000.00		$1,015.90		$9.35
Class I		$1,000.00		$1,021.00		$4.28

*   Expenses are equal to the Fund’s annualized expense ratio of 1.09% for Advisers Class shares, 1.09% for Class A shares, 1.84% for Class B shares, 1.84% for Class C shares and 0.84% for Class I shares, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period). The Example assumes that the $1,000 was invested at the net asset value per share determined at the close of business on April 30, 2009. The Example reflects the expenses of both the Fund and the Portfolio.

4

Eaton Vance Floating-Rate Fundas of October 31, 2009

FINANCIAL STATEMENTS

Statement of Assets and Liabilities

As of October 31, 2009
Assets
Investment in Floating Rate Portfolio, at value (identified cost, $3,098,398,937)	$	2,826,837,368
Receivable for Fund shares sold		54,943,838
Total assets	$	2,881,781,206
Liabilities
Payable for Fund shares redeemed	$	11,068,289
Distributions payable		3,454,281
Payable to affiliates:
Distribution and service fees		873,474
Administration fee		359,020
Trustees’ fees		42
Accrued expenses		513,598
Total liabilities	$	16,268,704
Net Assets	$	2,865,512,502
Sources of Net Assets
Paid-in capital	$	3,413,891,366
Accumulated net realized loss from Portfolio		(294,170,182	)
Accumulated undistributed net investment income		17,352,887
Net unrealized depreciation from Portfolio		(271,561,569	)
Total	$	2,865,512,502
Advisers Class Shares
Net Assets	$	355,499,109
Shares Outstanding		42,064,927
Net Asset Value, Offering Price and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	8.45
Class A Shares
Net Assets	$	946,191,491
Shares Outstanding		108,286,527
Net Asset Value and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	8.74
Maximum Offering Price Per Share
(100 ¸ 97.75 of net asset value per share)	$	8.94
Class B Shares
Net Assets	$	66,309,305
Shares Outstanding		7,856,960
Net Asset Value and Offering Price Per Share*
(net assets ¸ shares of beneficial interest outstanding)	$	8.44
Class C Shares
Net Assets	$	618,351,431
Shares Outstanding		73,232,006
Net Asset Value and Offering Price Per Share*
(net assets ¸ shares of beneficial interest outstanding)	$	8.44
Class I Shares
Net Assets	$	879,161,166
Shares Outstanding		104,012,522
Net Asset Value, Offering Price and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	8.45

On sales of $100,000 or more, the offering price of Class A shares is reduced.

*  Redemption price per share is equal to the net asset value less any applicable contingent deferred sales charge.

Statement of Operations

For the Year Ended
October 31, 2009
Investment Income
Interest allocated from Portfolio	$	135,057,582
Dividends allocated from Portfolio		3,089
Expenses allocated from Portfolio		(13,735,483	)
Total investment income from Portfolio	$	121,325,188
Expenses
Administration fee	$	3,365,139
Distribution and service fees
Advisers Class		945,054
Class A		1,836,966
Class B		703,933
Class C		5,121,952
Trustees’ fees and expenses		460
Custodian fee		46,143
Transfer and dividend disbursing agent fees		1,822,945
Legal and accounting services		23,337
Printing and postage		402,616
Registration fees		136,006
Miscellaneous		36,946
Total expenses	$	14,441,497
Net investment income	$	106,883,691
Realized and Unrealized Gain (Loss) from Portfolio
Net realized gain (loss) —
Investment transactions	$	(125,442,983	)
Swap contracts		261,637
Foreign currency and forward foreign currency exchange contract transactions		(20,112,669	)
Net realized loss	$	(145,294,015	)
Change in unrealized appreciation (depreciation) —
Investments	$	628,453,578
Foreign currency and forward foreign currency exchange contracts		(4,262,320	)
Net change in unrealized appreciation (depreciation)	$	624,191,258
Net realized and unrealized gain	$	478,897,243
Net increase in net assets from operations	$	585,780,934

See notes to financial statements

5

Eaton Vance Floating-Rate Fundas of October 31, 2009

FINANCIAL STATEMENTS CONT’D

Statements of Changes in Net Assets

Increase (Decrease)	Year Ended			Year Ended
in Net Assets	October 31, 2009			October 31, 2008
From operations —
Net investment income	$	106,883,691		$	178,714,321
Net realized loss from investment transactions, swap contracts, and foreign currency and forward foreign currency exchange contract transactions		(145,294,015	)		(42,473,676	)
Net change in unrealized appreciation (depreciation) from investments, foreign currency and forward foreign currency exchange contracts		624,191,258			(820,613,306	)
Net increase (decrease) in net assets from operations	$	585,780,934		$	(684,372,661	)
Distributions to shareholders —
From net investment income
Advisers Class	$	(18,396,568	)	$	(29,921,675	)
Class A		(35,377,142	)		(52,973,503	)
Class B		(3,027,634	)		(6,011,875	)
Class C		(21,153,855	)		(36,366,671	)
Class I		(27,062,156	)		(23,289,830	)
Tax return of capital
Advisers Class		—			(5,496,201	)
Class A		—			(9,730,503	)
Class B		—			(1,104,299	)
Class C		—			(6,680,058	)
Class I		—			(4,278,022	)
Total distributions to shareholders	$	(105,017,355	)	$	(175,852,637	)
Transactions in shares of beneficial interest —
Proceeds from sale of shares
Advisers Class	$	244,927,561		$	218,816,359
Class A		399,530,336			245,044,544
Class B		4,252,368			7,328,296
Class C		133,009,445			86,165,024
Class I		717,929,298			348,500,453
Net asset value of shares issued to shareholders in payment of distributions declared
Advisers Class		12,233,492			26,376,746
Class A		26,305,304			45,278,140
Class B		2,005,266			4,597,147
Class C		14,060,570			28,334,958
Class I		12,824,060			15,299,337
Cost of shares redeemed
Advisers Class		(353,600,589	)		(673,978,196	)
Class A		(295,233,661	)		(981,675,043	)
Class B		(21,870,007	)		(58,566,757	)
Class C		(141,847,466	)		(515,413,159	)
Class I		(343,518,077	)		(406,647,905	)
Net asset value of shares exchanged
Class A		15,600,597			8,347,832
Class B		(15,600,597	)		(8,347,832	)
Redemption fees		582,998			211,287
Net increase (decrease) in net assets from Fund share transactions	$	411,590,898		$	(1,610,328,769	)
Net increase (decrease) in net assets	$	892,354,477		$	(2,470,554,067	)
	Year Ended			Year Ended
Net Assets	October 31, 2009			October 31, 2008
At beginning of year	$	1,973,158,025		$	4,443,712,092
At end of year	$	2,865,512,502		$	1,973,158,025
Accumulated undistributed (distributions in excess of) net investment income included in net assets
At end of year	$	17,352,887		$	(3,691,049	)

See notes to financial statements

6

Eaton Vance Floating-Rate Fundas of October 31, 2009

FINANCIAL STATEMENTS CONT’D

Financial Highlights

	Advisers Class
	Year Ended October 31,
	2009			2008			2007			2006			2005
Net asset value — Beginning of year	$	7.000		$	9.590		$	9.840		$	9.880		$	9.880
Income (Loss) From Operations
Net investment income(1)	$	0.362		$	0.545		$	0.636		$	0.589		$	0.417
Net realized and unrealized gain (loss)		1.442			(2.618	)		(0.239	)		(0.037	)		(0.005	)
Total income (loss) from operations	$	1.804		$	(2.073	)	$	0.397		$	0.552		$	0.412
Less Distributions
From net investment income	$	(0.356	)	$	(0.435	)	$	(0.648	)	$	(0.592	)	$	(0.413	)
Tax return of capital		—			(0.083	)		—			—			—
Total distributions	$	(0.356	)	$	(0.518	)	$	(0.648	)	$	(0.592	)	$	(0.413	)
Redemption fees(1)	$	0.002		$	0.001		$	0.001		$	0.000	(2)	$	0.001
Net asset value — End of year	$	8.450		$	7.000		$	9.590		$	9.840		$	9.880
Total Return(3)		26.83	%		(22.55	)%		4.13	%		5.74	%		4.26	%
Ratios/Supplemental Data
Net assets, end of year (000’s omitted)	$	355,499		$	375,801		$	972,840		$	1,238,349		$	1,021,526
Ratios (as a percentage of average daily net assets):
Expenses(4)(5)		1.12	%		1.19	%		1.05	%		1.01	%		1.03	%
Net investment income		4.95	%		6.11	%		6.50	%		5.97	%		4.21	%
Portfolio Turnover of the Portfolio		35	%		7	%		61	%		50	%		57	%

(1)	Computed using average shares outstanding.
(2)	Amount is less than $0.0005.
(3)	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested.
(4)	Includes the Fund’s share of the Portfolio’s allocated expenses.
(5)	Excludes the effect of custody fee credits, if any, of less than 0.005%.

See notes to financial statements

7

Eaton Vance Floating-Rate Fundas of October 31, 2009

FINANCIAL STATEMENTS CONT’D

Financial Highlights

	Class A
	Year Ended October 31,
	2009			2008			2007			2006			2005
Net asset value — Beginning of year	$	7.240		$	9.920		$	10.180		$	10.220		$	10.210
Income (Loss) From Operations
Net investment income(1)	$	0.372		$	0.560		$	0.657		$	0.608		$	0.430
Net realized and unrealized gain (loss)		1.494			(2.705	)		(0.248	)		(0.036	)		0.006		(2)
Total income (loss) from operations	$	1.866		$	(2.145	)	$	0.409		$	0.572		$	0.436
Less Distributions
From net investment income	$	(0.368	)	$	(0.450	)	$	(0.670	)	$	(0.612	)	$	(0.427	)
Tax return of capital		—			(0.086	)		—			—			—
Total distributions	$	(0.368	)	$	(0.536	)	$	(0.670	)	$	(0.612	)	$	(0.427	)
Redemption fees(1)	$	0.002		$	0.001		$	0.001		$	0.000	(3)	$	0.001
Net asset value — End of year	$	8.740		$	7.240		$	9.920		$	10.180		$	10.220
Total Return(4)		27.01	%		(22.66	)%		4.12	%		5.75	%		4.36	%
Ratios/Supplemental Data
Net assets, end of year (000’s omitted)	$	946,191		$	646,322		$	1,619,235		$	1,839,719		$	1,521,460
Ratios (as a percentage of average daily net assets):
Expenses(5)(6)		1.12	%		1.19	%		1.05	%		1.01	%		1.03	%
Net investment income		4.90	%		6.08	%		6.50	%		5.96	%		4.21	%
Portfolio Turnover of the Portfolio		35	%		7	%		61	%		50	%		57	%

(1)	Computed using average shares outstanding.
(2)	The per share amount is not in accord with the net realized and unrealized gain (loss) for the period because of the timing of sales of Fund shares and the amount of the per share realized and unrealized gains and losses at such time.
(3)	Amount is less than $0.0005.
(4)	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.
(5)	Includes the Fund’s share of the Portfolio’s allocated expenses.
(6)	Excludes the effect of custody fee credits, if any, of less than 0.005%.

See notes to financial statements

8

Eaton Vance Floating-Rate Fundas of October 31, 2009

FINANCIAL STATEMENTS CONT’D

Financial Highlights

	Class B
	Year Ended October 31,
	2009			2008			2007			2006			2005
Net asset value — Beginning of year	$	6.990		$	9.590		$	9.840		$	9.870		$	9.870
Income (Loss) From Operations
Net investment income(1)	$	0.315		$	0.469		$	0.563		$	0.511		$	0.336
Net realized and unrealized gain (loss)		1.436			(2.616	)		(0.240	)		(0.023	)		0.002		(2)
Total income (loss) from operations	$	1.751		$	(2.147	)	$	0.323		$	0.488		$	0.338
Less Distributions
From net investment income	$	(0.303	)	$	(0.382	)	$	(0.574	)	$	(0.518	)	$	(0.339	)
Tax return of capital		—			(0.072	)		—			—			—
Total distributions	$	(0.303	)	$	(0.454	)	$	(0.574	)	$	(0.518	)	$	(0.339	)
Redemption fees(1)	$	0.002		$	0.001		$	0.001		$	0.000	(3)	$	0.001
Net asset value — End of year	$	8.440		$	6.990		$	9.590		$	9.840		$	9.870
Total Return(4)		25.96	%		(23.22	)%		3.35	%		5.06	%		3.48	%
Ratios/Supplemental Data
Net assets, end of year (000’s omitted)	$	66,309		$	85,386		$	177,431		$	230,454		$	264,403
Ratios (as a percentage of average daily net assets):
Expenses(5)(6)		1.88	%		1.94	%		1.80	%		1.77	%		1.78	%
Net investment income		4.38	%		5.29	%		5.76	%		5.18	%		3.40	%
Portfolio Turnover of the Portfolio		35	%		7	%		61	%		50	%		57	%

(1)	Computed using average shares outstanding.
(2)	The per share amount is not in accord with the net realized and unrealized gain (loss) on investments for the period because of the timing of sales of Fund shares and the amount of the per share realized and unrealized gains and losses at such time.
(3)	Amount is less than $0.0005.
(4)	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.
(5)	Includes the Fund’s share of the Portfolio’s allocated expenses.
(6)	Excludes the effect of custody fee credits, if any, of less than 0.005%.

See notes to financial statements

9

Eaton Vance Floating-Rate Fundas of October 31, 2009

FINANCIAL STATEMENTS CONT’D

Financial Highlights

	Class C
	Year Ended October 31,
	2009			2008			2007			2006			2005
Net asset value — Beginning of year	$	6.990		$	9.590		$	9.840		$	9.870		$	9.870
Income (Loss) From Operations
Net investment income(1)	$	0.308		$	0.472		$	0.562		$	0.512		$	0.338
Net realized and unrealized gain (loss)		1.443			(2.619	)		(0.239	)		(0.024	)		(0.000	)(2)
Total income from operations	$	1.751		$	(2.147	)	$	0.323		$	0.488		$	0.338
Less Distributions
From net investment income	$	(0.303	)	$	(0.382	)	$	(0.574	)	$	(0.518	)	$	(0.339	)
Tax return of capital		—			(0.072	)		—			—			—
Total distributions	$	(0.303	)	$	(0.454	)	$	(0.574	)	$	(0.518	)	$	(0.339	)
Redemption fees(1)	$	0.002		$	0.001		$	0.001		$	0.000	(3)	$	0.001
Net asset value — End of year	$	8.440		$	6.990		$	9.590		$	9.840		$	9.870
Total Return(4)		25.96	%		(23.22	)%		3.35	%		5.06	%		3.48	%
Ratios/Supplemental Data
Net assets, end of year (000’s omitted)	$	618,351		$	512,400		$	1,142,139		$	1,170,248		$	1,220,713
Ratios (as a percentage of average daily net assets):
Expenses(5)(6)		1.87	%		1.94	%		1.80	%		1.76	%		1.78	%
Net investment income		4.22	%		5.31	%		5.75	%		5.19	%		3.42	%
Portfolio Turnover of the Portfolio		35	%		7	%		61	%		50	%		57	%

(1)	Computed using average shares outstanding.
(2)	Amount is less than $(0.0005).
(3)	Amount is less than $0.0005.
(4)	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.
(5)	Includes the Fund’s share of the Portfolio’s allocated expenses.
(6)	Excludes the effect of custody fee credits, if any, of less than 0.005%.

See notes to financial statements

10

Eaton Vance Floating-Rate Fundas of October 31, 2009

FINANCIAL STATEMENTS CONT’D

Financial Highlights

	Class I
	Year Ended October 31,
	2009			2008			2007			2006			2005
Net asset value — Beginning of year	$	7.000		$	9.590		$	9.840		$	9.880		$	9.880
Income (Loss) From Operations
Net investment income(1)	$	0.372		$	0.550		$	0.658		$	0.614		$	0.440
Net realized and unrealized gain (loss)		1.450			(2.601	)		(0.237	)		(0.037	)		(0.003	)
Total income (loss) from operations	$	1.822		$	(2.051	)	$	0.421		$	0.577		$	0.437
Less Distributions
From net investment income	$	(0.374	)	$	(0.456	)	$	(0.672	)	$	(0.617	)	$	(0.438	)
Tax return of capital		—			(0.084	)		—			—			—
Total distributions	$	(0.374	)	$	(0.540	)	$	(0.672	)	$	(0.617	)	$	(0.438	)
Redemption fees(1)	$	0.002		$	0.001		$	0.001		$	0.000	(2)	$	0.001
Net asset value — End of year	$	8.450		$	7.000		$	9.590		$	9.840		$	9.880
Total Return(3)		27.14	%		(22.36	)%		4.39	%		6.00	%		4.52	%
Ratios/Supplemental Data
Net assets, end of year (000’s omitted)	$	879,161		$	353,249		$	532,067		$	485,274		$	371,698
Ratios (as a percentage of average daily net assets):
Expenses(4)(5)		0.87	%		0.92	%		0.80	%		0.76	%		0.78	%
Net investment income		4.99	%		6.22	%		6.73	%		6.22	%		4.45	%
Portfolio Turnover of the Portfolio		35	%		7	%		61	%		50	%		57	%

(1)	Computed using average shares outstanding.
(2)	Amount is less than $0.0005.
(3)	Returns are historical and are calculated by determining the percentage change in net asset value.
(4)	Includes the Fund’s share of the Portfolio’s allocated expenses.
(5)	Excludes the effect of custody fee credits, if any, of less than 0.005%.

See notes to financial statements

11

Eaton Vance Floating-Rate Fundas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS

1Significant Accounting Policies

Eaton Vance Floating-Rate Fund (the Fund) is a diversified series of Eaton Vance Mutual Funds Trust (the Trust). The Trust is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company. The Fund offers five classes of shares. Class A shares are generally sold subject to a sales charge imposed at time of purchase. Class B and Class C shares are sold at net asset value and are generally subject to a contingent deferred sales charge (see Note 5). The Advisers Class and Class I shares are sold at net asset value and are not subject to a sales charge. Class B shares automatically convert to Class A shares eight years after their purchase as described in the Fund’s prospectus. Each class represents a pro-rata interest in the Fund, but votes separately on class-specific matters and (as noted below) is subject to different expenses. Realized and unrealized gains and losses are allocated daily to each class of shares based on the relative net assets of each class to the total net assets of the Fund. Net investment income, other than class-specific expenses, is allocated daily to each class of shares based upon the ratio of the value of each class’s paid shares to the total value of all paid shares. Each class of shares differs in its distribution plan and certain other class-specific expenses. The Fund invests all of its investable assets in interests in Floating Rate Portfolio (the Portfolio), a New York trust, having the same investment objective and policies as the Fund. The value of the Fund’s investment in the Portfolio reflects the Fund’s proportionate interest in the net assets of the Portfolio (65.8% at October 31, 2009). The performance of the Fund is directly affected by the performance of the Portfolio. The financial statements of the Portfolio, including the portfolio of investments, are included elsewhere in this report and should be read in conjunction with the Fund’s financial statements.

The following is a summary of significant accounting policies of the Fund. The policies are in conformity with accounting principles generally accepted in the United States of America. A source of authoritative accounting principles applied in the preparation of the Fund’s financial statements is the Financial Accounting Standards Board (FASB) Accounting Standards Codification (the Codification), which superseded existing non-Securities and Exchange Commission accounting and reporting standards for interim and annual reporting periods ending after September 15, 2009. The adoption of the Codification for the current reporting period did not impact the Fund’s application of generally accepted accounting principles.

AInvestment Valuation — Valuation of securities by the Portfolio is discussed in Note 1A of the Portfolio’s Notes to Financial Statements, which are included elsewhere in this report.

BIncome — The Fund’s net investment income or loss consists of the Fund’s pro-rata share of the net investment income or loss of the Portfolio, less all actual and accrued expenses of the Fund.

CFederal Taxes — The Fund’s policy is to comply with the provisions of the Internal Revenue Code applicable to regulated investment companies and to distribute to shareholders each year substantially all of its net investment income, and all or substantially all of its net realized capital gains. Accordingly, no provision for federal income or excise tax is necessary.

At October 31, 2009, the Fund, for federal income tax purposes, had a capital loss carryforward of $292,181,002 which will reduce its taxable income arising from future net realized gains on investment transactions, if any, to the extent permitted by the Internal Revenue Code, and thus will reduce the amount of distributions to shareholders, which would otherwise be necessary to relieve the Fund of any liability for federal income or excise tax. Such capital loss carryforward will expire on October 31, 2010 ($8,217,006), October 31, 2011 ($8,406,344), October 31, 2012 ($4,215,434), October 31, 2013 ($7,255,003), October 31, 2014 ($1,123,368), October 31, 2015 ($24,641,774), October 31, 2016 ($205,764,300) and October 31, 2017 ($32,557,773).

As of October 31, 2009, the Fund had no uncertain tax positions that would require financial statement recognition, de-recognition, or disclosure. Each of the Fund’s federal tax returns filed in the 3-year period ended October 31, 2009 remains subject to examination by the Internal Revenue Service.

DExpenses — The majority of expenses of the Trust are directly identifiable to an individual fund. Expenses which are not readily identifiable to a specific fund are allocated taking into consideration, among other things, the nature and type of expense and the relative size of the funds.

EExpense Reduction — State Street Bank and Trust Company (SSBT) serves as custodian of the Fund. Pursuant to the custodian agreement, SSBT receives a fee reduced by credits, which are determined based on the average daily cash balance the Fund maintains with SSBT. All credit balances, if any, used to reduce the Fund’s custodian fees are reported as a reduction of expenses in the Statement of Operations.

FUse 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

12

Eaton Vance Floating-Rate Fundas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

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.

GIndemnifications — Under the Trust’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 Fund, and shareholders are indemnified against personal liability for the obligations of the Trust. Additionally, in the normal course of business, the Fund enters into agreements with service providers that may contain indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred.

HRedemption Fees — Upon the redemption or exchange of shares by Advisers Class, Class A and Class I shareholders within 90 days of the settlement of purchase, a fee of 1% of the current net asset value of these shares will be assessed and retained by the Fund for the benefit of the remaining shareholders. The redemption fee is accounted for as an addition to paid-in capital.

IOther — Investment transactions are accounted for on a trade date basis. Dividends to shareholders are recorded on the ex-dividend date.

2Distributions to Shareholders

The Fund declares dividends daily to shareholders of record at the time of declaration. Distributions are generally paid monthly. Distributions of realized capital gains (reduced by available capital loss carryforwards from prior years, if any) are made at least annually. Distributions are declared separately for each class of shares. Shareholders may reinvest income and capital gain distributions in additional shares of the same class of the Fund at the net asset value as of the reinvestment date or, at the election of the shareholder, receive distributions in cash. The Fund distinguishes between distributions on a tax basis and a financial reporting basis. Accounting principles generally accepted in the United States of America require that only distributions in excess of tax basis earnings and profits be reported in the financial statements as a return of capital. Permanent differences between book and tax accounting relating to distributions are reclassified to paid-in capital. For tax purposes, distributions from short-term capital gains are considered to be from ordinary income.

The tax character of distributions declared for the years ended October 31, 2009 and October 31, 2008 was as follows:

	Year Ended October 31,
	2009		2008
Distributions declared from:
Ordinary income	$	105,017,355	$	148,563,554
Tax return of capital	$	—	$	27,289,083

During the year ended October 31, 2009, accumulated net realized loss was decreased by $110,779,252, accumulated undistributed net investment income was increased by $19,177,600 and paid-in capital was decreased by $129,956,852 due to differences between book and tax accounting, primarily for foreign currency gain (loss), defaulted bonds and mixed straddles. These reclassifications had no effect on the net assets or net asset value per share of the Fund.

As of October 31, 2009, the components of distributable earnings (accumulated losses) and unrealized appreciation (depreciation) on a tax basis were as follows:

Undistributed ordinary income	$	20,982,667
Capital loss carryforward	$	(292,181,002	)
Net unrealized depreciation	$	(273,726,248	)
Other temporary differences	$	(3,454,281	)

The differences between components of distributable earnings (accumulated losses) on a tax basis and the amounts reflected in the Statement of Assets and Liabilities are primarily due to wash sales, partnership allocations, swap contracts, defaulted bond interest and the timing of recognizing distributions to shareholders.

3Transactions with Affiliates

The administration fee is earned by Eaton Vance Management (EVM) as compensation for administrative services rendered to the Fund. The fee is computed at an annual rate of 0.15% of the Fund’s average daily net assets. For the year ended October 31, 2009, the administration fee amounted to $3,365,139. The Portfolio has engaged Boston Management and Research (BMR), a subsidiary of EVM, to render investment advisory services. See Note 2 of the Portfolio’s Notes to Financial Statements which are included elsewhere in this report.

EVM serves as the sub-transfer agent of the Fund and receives from the transfer agent an aggregate fee based upon the actual expenses incurred by EVM in the performance of these services. For the year ended October 31, 2009, EVM earned $94,289 in sub-transfer agent fees. The Fund was informed that Eaton Vance Distributors, Inc. (EVD), an affiliate of EVM and the Fund’s principal underwriter, received $56,336 as its portion of the sales charge on sales of Class A shares for the year ended October 31, 2009. EVD also received

13

Eaton Vance Floating-Rate Fundas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

distribution and service fees from Advisers Class, Class A, Class B and Class C shares (see Note 4) and contingent deferred sales charges (see Note 5).

Except for Trustees of the Fund and the Portfolio who are not members of EVM’s or BMR’s organizations, officers and Trustees receive remuneration for their services to the Fund out of the investment adviser fee. Certain officers and Trustees of the Fund and the Portfolio are officers of the above organizations.

4Distribution Plans

The Fund has in effect distribution plans for the Advisers Class shares (Advisers Plan) and Class A shares (Class A Plan) pursuant to Rule 12b-1 under the 1940 Act. The Advisers Plan and the Class A Plan provide that the Fund will pay EVD a distribution and service fee of 0.25% per annum of its average daily net assets attributable to Advisers Class and Class A shares for distribution services and facilities provided to the Fund by EVD, as well as for personal services and/or the maintenance of shareholder accounts. Distribution and service fees paid or accrued to EVD for the year ended October 31, 2009 amounted to $945,054 for Advisers Class shares and $1,836,966 for Class A shares.

The Fund also has in effect distribution plans for Class B shares (Class B Plan) and Class C shares (Class C Plan) pursuant to Rule 12b-1 under the 1940 Act. The Class B and Class C Plans require the Fund to pay EVD amounts equal to 0.75% per annum of its average daily net assets attributable to Class B and Class C shares for providing ongoing distribution services and facilities to the Fund. The Fund will automatically discontinue payments to EVD during any period in which there are no outstanding Uncovered Distribution Charges, which are equivalent to the sum of (i) 6.25% of the aggregate amount received by the Fund for Class B and Class C shares sold, plus (ii) interest calculated by applying the rate of 1% over the prevailing prime rate to the outstanding balance of Uncovered Distribution Charges of EVD of each respective class, reduced by the aggregate amount of contingent deferred sales charges (see Note 5) and amounts theretofore paid or payable to EVD by each respective class. For the year ended October 31, 2009, the Fund paid or accrued to EVD $527,950 and $3,841,464 for Class B and Class C shares, respectively, representing 0.75% of the average daily net assets of Class B and Class C shares. At October 31, 2009, the amounts of Uncovered Distribution Charges of EVD calculated under the Class B and Class C Plans were approximately $10,188,300 and $169,519,800, respectively.

The Class B and Class C Plans also authorize the Fund to make payments of service fees to EVD, financial intermediaries and other persons in amounts not exceeding 0.25% per annum of its average daily net assets attributable to that class. Service fees paid or accrued are for personal services and/or the maintenance of shareholder accounts. They are separate and distinct from the sales commissions and distribution fees payable to EVD and, as such, are not subject to automatic discontinuance when there are no outstanding Uncovered Distribution Charges of EVD. Service fees paid or accrued for the year ended October 31, 2009 amounted to $175,983 and $1,280,488 for Class B and Class C shares, respectively.

5Contingent Deferred Sales Charges

A contingent deferred sales charge (CDSC) generally is imposed on redemptions of Class B shares made within six years of purchase and on redemptions of Class C shares made within one year of purchase. Class A shares may be subject to a 1% CDSC if redeemed within 18 months of purchase (depending on the circumstances of purchase). Generally, the CDSC is based upon the lower of the net asset value at date of redemption or date of purchase. No charge is levied on shares acquired by reinvestment of dividends or capital gain distributions. The CDSC for Class B shares is imposed at declining rates that begin at 5% in the case of redemptions in the first and second year after purchase, declining one percentage point each subsequent year. Class C shares are subject to a 1% CDSC if redeemed within one year of purchase. No CDSC is levied on shares which have been sold to EVM or its affiliates or to their respective employees or clients and may be waived under certain other limited conditions. CDSCs received on Class B and Class C redemptions are paid to EVD to reduce the amount of Uncovered Distribution Charges calculated under the Fund’s Class B and Class C Plans. CDSCs received on Class B and Class C redemptions when no Uncovered Distribution Charges exist are credited to the Fund. For the year ended October 31, 2009, the Fund was informed that EVD received approximately $103,300, $157,200 and $77,900 of CDSCs paid by Class A, Class B and Class C shareholders, respectively.

6Investment Transactions

For the year ended October 31, 2009, increases and decreases in the Fund’s investment in the Portfolio aggregated $1,168,992,655 and $928,981,246, respectively.

7Shares of Beneficial Interest

The Fund’s Declaration of Trust permits the Trustees to issue an unlimited number of full and fractional shares of beneficial interest (without par value). Such shares may be issued in a number of different series (such as the Fund) and classes. Transactions in Fund shares were as follows:

14

Eaton Vance Floating-Rate Fundas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

	Year Ended October 31,
Advisers Class	2009			2008
Sales		34,360,507			25,031,349
Issued to shareholders electing to receive payments of distributions in Fund shares		1,692,123			2,990,674
Redemptions		(47,679,940	)		(75,723,481	)
Net decrease		(11,627,310	)		(47,701,458	)
	Year Ended October 31,
Class A	2009			2008
Sales		53,515,058			26,587,171
Issued to shareholders electing to receive payments of distributions in Fund shares		3,498,974			4,977,937
Redemptions		(40,072,369	)		(106,370,562	)
Exchange from Class B shares		2,015,779			899,904
Net increase (decrease)		18,957,442			(73,905,550	)
	Year Ended October 31,
Class B	2009			2008
Sales		577,617			814,509
Issued to shareholders electing to receive payments of distributions in Fund shares		284,177			524,266
Redemptions		(3,134,852	)		(6,703,368	)
Exchange to Class A shares		(2,084,741	)		(929,486	)
Net decrease		(4,357,799	)		(6,294,079	)
	Year Ended October 31,
Class C	2009			2008
Sales		18,423,107			9,620,150
Issued to shareholders electing to receive payments of distributions in Fund shares		1,960,323			3,227,152
Redemptions		(20,441,095	)		(58,681,438	)
Net decrease		(57,665	)		(45,834,136	)
	Year Ended October 31,
Class I	2009			2008
Sales		99,007,256			39,320,396
Issued to shareholders electing to receive payments of distributions in Fund shares		1,747,321			1,744,790
Redemptions		(47,215,092	)		(46,050,148	)
Net increase (decrease)		53,539,485			(4,984,962	)

For the years ended October 31, 2009 and October 31, 2008, the Fund received $582,998 and $211,287, respectively, in redemption fees.

8Review for Subsequent Events

In connection with the preparation of the financial statements of the Fund as of and for the year ended October 31, 2009, events and transactions subsequent to October 31, 2009 through December 28, 2009, the date the financial statements were issued, have been evaluated by the Fund’s management for possible adjustment and/or disclosure. Management has not identified any subsequent events requiring financial statement disclosure as of the date these financial statements were issued.

15

Eaton Vance Floating-Rate Fundas of October 31, 2009

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Trustees of Eaton Vance Mutual Funds
Trust and Shareholders of Eaton Vance
Floating-Rate Fund:

We have audited the accompanying statement of assets and liabilities of Eaton Vance Floating-Rate Fund (the “Fund”) (one of the funds constituting Eaton Vance Mutual Funds Trust) as of October 31, 2009, 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 financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the 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 financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Eaton Vance Floating-Rate Fund as of October 31, 2009, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 28, 2009

16

Eaton Vance Floating-Rate Fundas of October 31, 2009

FEDERAL TAX INFORMATION (Unaudited)

The Form 1099-DIV you receive in January 2010 will show the tax status of all distributions paid to your account in calendar year 2009. Shareholders are advised to consult their own tax adviser with respect to the tax consequences of their investment in the Fund.

17

Floating Rate Portfolioas of October 31, 2009

PORTFOLIO OF INVESTMENTS

Senior Floating-Rate Interests — 98.2%(1)
Principal
Amount*
(000’s omitted)		Borrower/Tranche Description	Value
Aerospace and Defense — 2.1%
AWAS Capital, Inc.
	9,452	Term Loan, 2.06%, Maturing March 22, 2013	$	8,743,162
CACI International, Inc.
	4,220	Term Loan, 1.78%, Maturing May 3, 2011		4,156,673
DAE Aviation Holdings, Inc.
	2,852	Term Loan, 4.01%, Maturing July 31, 2014		2,681,186
	2,916	Term Loan, 4.04%, Maturing July 31, 2014		2,741,243
Evergreen International Aviation
	10,729	Term Loan, 12.00%, Maturing October 31, 2011		8,529,949
Hawker Beechcraft Acquisition
	18,956	Term Loan, 2.26%, Maturing March 26, 2014		15,070,326
	1,238	Term Loan, 2.28%, Maturing March 26, 2014		983,927
Hexcel Corp.
	5,625	Term Loan, 6.50%, Maturing May 21, 2014		5,667,187
IAP Worldwide Services, Inc.
	3,326	Term Loan, 9.25%, Maturing December 30, 2012(2)		2,796,828
PGS Solutions, Inc.
	1,920	Term Loan, 2.65%, Maturing February 14, 2013		1,823,731
Spirit AeroSystems, Inc.
	3,748	Term Loan, 2.03%, Maturing December 31, 2011		3,631,301
TransDigm, Inc.
	11,650	Term Loan, 2.29%, Maturing June 23, 2013		11,202,721
Vought Aircraft Industries, Inc.
	7,407	Revolving Loan, 0.50%, Maturing December 22, 2009(3)		7,185,185
	2,778	Term Loan, 7.50%, Maturing December 17, 2011		2,777,778
	3,585	Term Loan, 7.50%, Maturing December 17, 2011		3,593,556
	860	Term Loan, 7.50%, Maturing December 22, 2011		854,945
Wesco Aircraft Hardware Corp.
	7,132	Term Loan, 2.50%, Maturing September 29, 2013		6,766,788
			$	89,206,486
Air Transport — 0.3%
Delta Air Lines, Inc.
	11,428	Term Loan, 2.20%, Maturing April 30, 2012	$	9,756,655
	5,417	Term Loan - Second Lien, 3.53%, Maturing April 30, 2014		4,566,427
			$	14,323,082
Automotive — 3.9%
Accuride Corp.
	11,097	Term Loan, 10.00%, Maturing January 31, 2012	$	11,044,990
	3,108	Term Loan, Maturing September 30, 2013(4)		3,177,338
Adesa, Inc.
	21,183	Term Loan, 2.50%, Maturing October 18, 2013		20,335,780
Allison Transmission, Inc.
	6,667	Term Loan, 3.01%, Maturing September 30, 2014		5,999,170
Cooper Standard Automotive, Inc.
	915	Revolving Loan, 6.75%, Maturing December 23, 2011		839,149
	5,581	Term Loan, 7.00%, Maturing December 23, 2010		5,120,791
	286	Term Loan, 2.50%, Maturing December 23, 2011		262,245
Dayco Products, LLC
	1,489	DIP Loan, 8.50%, Maturing May 4, 2010		1,508,300
	1,534	DIP Loan, 8.50%, Maturing May 4, 2010		1,538,936
	8,180	Term Loan, 0.00%, Maturing June 21, 2011(5)		3,749,028
Federal-Mogul Corp.
	19,197	Term Loan, 2.19%, Maturing December 27, 2014		14,794,017
	10,522	Term Loan, 2.19%, Maturing December 27, 2015		8,108,173
Financiere Truck (Investissement)
EUR	1,313	Term Loan, 3.41%, Maturing February 15, 2012		1,390,710
Ford Motor Co.
	10,000	Revolving Loan, 2.50%, Maturing December 15, 2013(3)		9,095,000
	6,946	Term Loan, 3.29%, Maturing December 15, 2013		6,207,604
Fraikin, Ltd.
GBP	1,612	Term Loan, 0.93%, Maturing February 15, 2012(3)		1,904,918
GBP	718	Term Loan, 3.28%, Maturing February 15, 2012(3)		848,210
Goodyear Tire & Rubber Co.
	35,256	Term Loan - Second Lien, 2.34%, Maturing April 30, 2010		32,321,938
HLI Operating Co., Inc.
	2,496	DIP Loan, 26.00%, Maturing November 30, 2009(2)		2,521,322

See notes to financial statements

18

Floating Rate Portfolioas of October 31, 2009

PORTFOLIO OF INVESTMENTS CONT’D

Principal
Amount*
(000’s omitted)		Borrower/Tranche Description	Value
Automotive (continued)
EUR	425	Term Loan, 11.00%, Maturing May 30, 2014	$	46,959
EUR	7,227	Term Loan, 11.50%, Maturing May 30, 2014		1,648,534
Keystone Automotive Operations, Inc.
	6,841	Term Loan, 3.78%, Maturing January 12, 2012		4,190,286
Locafroid Services S.A.S.
EUR	309	Term Loan, 3.47%, Maturing February 15, 2012		327,361
Tenneco Automotive, Inc.
	5,050	Term Loan, 5.75%, Maturing March 17, 2014		4,772,250
TriMas Corp.
	894	Term Loan, 2.52%, Maturing August 2, 2011		823,367
	7,960	Term Loan, 2.50%, Maturing August 2, 2013		7,333,208
TRW Automotive, Inc.
	10,178	Term Loan, 6.25%, Maturing February 2, 2014		10,196,885
United Components, Inc.
	7,456	Term Loan, 2.72%, Maturing June 30, 2010		6,915,496
			$	167,021,965
Beverage and Tobacco — 0.3%
Culligan International Co.
	12,320	Term Loan, 2.50%, Maturing November 24, 2014	$	9,609,850
Southern Wine & Spirits of America, Inc.
	997	Term Loan, 5.50%, Maturing May 31, 2012		976,194
Van Houtte, Inc.
	116	Term Loan, 2.78%, Maturing July 11, 2014		110,591
	850	Term Loan, 2.78%, Maturing July 11, 2014		810,997
			$	11,507,632
Brokers, Dealers and Investment Houses — 0.2%
AmeriTrade Holding Corp.
	9,446	Term Loan, 1.75%, Maturing December 31, 2012	$	9,185,723
			$	9,185,723
Building and Development — 2.7%
401 North Wabash Venture, LLC
	3,789	Term Loan, 0.00%, Maturing May 7, 2009(6)	$	2,841,393
AIMCO Properties, L.P.
	5,627	Term Loan, 1.75%, Maturing March 23, 2011		5,402,250
Beacon Sales Acquisition, Inc.
	4,337	Term Loan, 2.28%, Maturing September 30, 2013		4,092,939
Brickman Group Holdings, Inc.
	5,830	Term Loan, 2.28%, Maturing January 23, 2014		5,504,498
Building Materials Corp. of America
	3,564	Term Loan, 3.00%, Maturing February 22, 2014		3,299,591
Capital Automotive (REIT)
	2,697	Term Loan, 5.75%, Maturing December 14, 2012		2,414,231
Contech Construction Products
	1,767	Term Loan, 2.25%, Maturing January 13, 2013		1,590,457
Epco/Fantome, LLC
	9,460	Term Loan, 2.87%, Maturing November 23, 2010		7,236,900
Forestar USA Real Estate Group, Inc.
	9,442	Revolving Loan, 0.39%, Maturing December 1, 2010(3)		7,930,940
	4,018	Term Loan, 5.10%, Maturing December 1, 2010		3,616,071
Hearthstone Housing Partners II, LLC
	4,347	Revolving Loan, 1.75%, Maturing December 1, 2009(3)		2,896,184
Lafarge Roofing
	637	Term Loan, 2.41%, Maturing July 16, 2014		467,278
	940	Term Loan, 2.66%, Maturing July 16, 2014		689,269
EUR	1,417	Term Loan, 2.29%, Maturing July 16, 2014(2)		1,529,749
EUR	1,415	Term Loan, 3.12%, Maturing July 16, 2014		1,527,472
EUR	1,819	Term Loan, 5.00%, Maturing April 16, 2015(2)		1,305,019
LNR Property Corp.
	8,208	Term Loan, 3.75%, Maturing July 3, 2011		6,525,629
Mueller Water Products, Inc.
	6,328	Term Loan, 5.78%, Maturing May 24, 2014		6,195,990
NCI Building Systems, Inc.
	3,056	Term Loan, 4.03%, Maturing June 18, 2010		2,845,825
November 2005 Land Investors
	610	Term Loan, 0.00%, Maturing May 9, 2011(5)		207,292
Panolam Industries Holdings, Inc.
	4,680	Term Loan, 5.00%, Maturing September 30, 2012		4,223,335
Re/Max International, Inc.
	8,620	Term Loan, 6.50%, Maturing December 17, 2012		8,447,695
Realogy Corp.
	2,817	Term Loan, 3.24%, Maturing September 1, 2014		2,368,506
	10,464	Term Loan, 3.29%, Maturing September 1, 2014		8,797,301
Sanitec Europe OY
EUR	3,470	Term Loan, 2.50%, Maturing June 25, 2016		3,540,911
South Edge, LLC
	8,795	Term Loan, 0.00%, Maturing October 31, 2009(6)		2,704,353

See notes to financial statements

19

Floating Rate Portfolioas of October 31, 2009

PORTFOLIO OF INVESTMENTS CONT’D

Principal
Amount*
(000’s omitted)		Borrower/Tranche Description	Value
Building and Development (continued)
Standard Pacific Corp.
	4,680	Term Loan, 2.19%, Maturing May 5, 2013	$	3,907,800
WCI Communities, Inc.
	3,660	Term Loan, 10.00%, Maturing September 3, 2014		3,138,098
	9,911	Term Loan, 10.00%, Maturing September 3, 2014		9,786,687
			$	115,033,663
Business Equipment and Services — 8.2%
Activant Solutions, Inc.
	8,237	Term Loan, 2.31%, Maturing May 1, 2013	$	7,681,448
Acxiom Corp.
	8,845	Term Loan, 2.24%, Maturing September 15, 2012		8,801,236
Affiliated Computer Services
	10,037	Term Loan, 2.24%, Maturing March 20, 2013		9,931,565
	5,871	Term Loan, 2.24%, Maturing March 20, 2013		5,809,666
Affinion Group, Inc.
	5,000	Revolving Loan, 0.53%, Maturing October 17, 2011(3)		4,387,500
	16,134	Term Loan, 2.74%, Maturing October 17, 2012		15,516,430
Education Management, LLC
	11,302	Term Loan, 2.06%, Maturing June 1, 2013		10,622,072
Info USA, Inc.
	815	Term Loan, 2.29%, Maturing February 14, 2012		788,846
	1,796	Term Loan, 2.29%, Maturing February 14, 2012		1,737,631
Information Resources, Inc.
	4,422	Term Loan, 2.14%, Maturing May 7, 2014		4,190,075
Intergraph Corp.
	3,350	Term Loan, 2.37%, Maturing May 29, 2014		3,213,449
iPayment, Inc.
	11,663	Term Loan, 2.27%, Maturing May 10, 2013		10,656,911
Kronos, Inc.
	10,309	Term Loan, 2.28%, Maturing June 11, 2014		9,729,543
Language Line, Inc.
	6,235	Term Loan, 5.50%, Maturing June 11, 2011		6,235,467
	12,325	Term Loan, Maturing October 30, 2015(4)		12,332,703
Mitchell International, Inc.
	1,990	Term Loan, 2.31%, Maturing March 28, 2014		1,803,253
	1,500	Term Loan - Second Lien, 5.56%, Maturing March 28, 2015		1,020,000
N.E.W. Holdings I, LLC
	9,167	Term Loan, 2.74%, Maturing May 22, 2014		8,587,917
Protection One, Inc.
	10,574	Term Loan, 2.49%, Maturing March 31, 2012		10,118,122
Quintiles Transnational Corp.
	10,000	Revolving Loan, 0.25%, Maturing March 31, 2012(3)		9,284,000
	13,404	Term Loan, 2.28%, Maturing March 31, 2013		12,792,083
Sabre, Inc.
	30,770	Term Loan, 2.49%, Maturing September 30, 2014		26,711,975
Safenet, Inc.
	3,910	Term Loan, 2.75%, Maturing April 12, 2014		3,668,069
Serena Software, Inc.
	7,061	Term Loan, 2.32%, Maturing March 10, 2013		6,539,914
Sitel (Client Logic)
	6,866	Term Loan, 5.77%, Maturing January 29, 2014		5,973,293
EUR	941	Term Loan, 5.93%, Maturing January 29, 2014		1,135,594
Solera Holdings, LLC
	3,755	Term Loan, 2.06%, Maturing May 15, 2014		3,607,286
EUR	2,969	Term Loan, 2.50%, Maturing May 15, 2014		4,237,919
SunGard Data Systems, Inc.
	7,420	Term Loan, 1.99%, Maturing February 11, 2013		6,986,141
	3,440	Term Loan, 6.75%, Maturing February 28, 2014		3,483,253
	42,536	Term Loan, 4.07%, Maturing February 28, 2016		41,389,460
Ticketmaster
	8,000	Term Loan, 3.55%, Maturing July 22, 2014		7,880,000
Transaction Network Services, Inc.
	3,919	Term Loan, 9.50%, Maturing May 4, 2012		3,958,163
Travelport, LLC
	10,753	Term Loan, 2.78%, Maturing August 23, 2013		9,803,979
	13,317	Term Loan, 2.78%, Maturing August 23, 2013		12,152,139
	4,672	Term Loan, 2.78%, Maturing August 23, 2013		4,263,334
EUR	2,106	Term Loan, 3.24%, Maturing August 23, 2013		2,773,633
	2,494	Term Loan, 10.50%, Maturing August 23, 2013		2,535,313
Valassis Communications, Inc.
	736	Term Loan, 2.04%, Maturing March 2, 2014		688,617
	4,361	Term Loan, 2.04%, Maturing March 2, 2014		4,081,522
VWR International, Inc.
	16,633	Term Loan, 2.74%, Maturing June 28, 2013		15,219,481
West Corp.
	12,166	Term Loan, 2.62%, Maturing October 24, 2013		11,198,859
	17,672	Term Loan, 4.12%, Maturing July 15, 2016		16,651,209
			$	350,179,070
Cable and Satellite Television — 7.3%
Atlantic Broadband Finance, LLC
	9,403	Term Loan, 6.75%, Maturing June 8, 2013	$	9,379,923
	350	Term Loan, 2.54%, Maturing September 1, 2013		345,175

See notes to financial statements

20

Floating Rate Portfolioas of October 31, 2009

PORTFOLIO OF INVESTMENTS CONT’D

Principal
Amount*
(000’s omitted)		Borrower/Tranche Description	Value
Cable and Satellite Television (continued)
Bresnan Broadband Holdings, LLC
	1,493	Term Loan, 2.29%, Maturing March 29, 2014	$	1,437,774
	15,474	Term Loan, 2.42%, Maturing March 29, 2014		14,906,367
Cequel Communications, LLC
	38,664	Term Loan, 2.24%, Maturing November 5, 2013		37,020,778
Charter Communications Operating, Inc.
	45,219	Term Loan, 6.25%, Maturing April 28, 2013		41,229,789
CSC Holdings, Inc.
	14,767	Term Loan, 2.05%, Maturing March 29, 2013		14,086,273
CW Media Holdings, Inc.
	4,962	Term Loan, 3.53%, Maturing February 15, 2015		4,614,684
DirectTV Holdings, LLC
	1,975	Term Loan, 5.25%, Maturing April 13, 2013		1,978,079
Foxco Acquisition Sub., LLC
	5,534	Term Loan, 7.50%, Maturing July 2, 2015		5,056,699
Insight Midwest Holdings, LLC
	26,316	Term Loan, 2.29%, Maturing April 6, 2014		25,080,334
MCC Iowa, LLC
	394	Term Loan, 1.73%, Maturing March 31, 2010		390,246
	7,656	Term Loan, 1.98%, Maturing January 31, 2015		7,043,305
	7,780	Term Loan, 1.98%, Maturing January 31, 2015		7,157,600
Mediacom Illinois, LLC
	1,620	Term Loan, 1.48%, Maturing September 30, 2012		1,506,600
	14,176	Term Loan, 1.73%, Maturing January 31, 2015		13,035,662
	3,000	Term Loan, 5.50%, Maturing March 31, 2017		3,015,000
NTL Investment Holdings, Ltd.
GBP	3,500	Term Loan - Second Lien, 3.62%, Maturing March 30, 2013		5,331,495
ProSiebenSat.1 Media AG
EUR	1,887	Term Loan, Maturing June 26, 2014(4)		2,320,919
EUR	113	Term Loan, Maturing July 2, 2014(4)		143,514
EUR	2,020	Term Loan, 3.53%, Maturing March 2, 2015		1,989,790
EUR	729	Term Loan, 2.73%, Maturing June 26, 2015		908,338
EUR	15,457	Term Loan, 2.73%, Maturing June 26, 2015		19,250,130
EUR	2,020	Term Loan, 3.78%, Maturing March 2, 2016		1,989,790
UPC Broadband Holding B.V.
	7,083	Term Loan, 2.00%, Maturing December 31, 2014		6,642,839
	4,842	Term Loan, 3.75%, Maturing December 31, 2016		4,660,863
EUR	19,765	Term Loan, 4.19%, Maturing December 31, 2016		26,760,394
EUR	10,790	Term Loan, 4.44%, Maturing December 31, 2017		14,675,363
Virgin Media Investment Holding
GBP	2,000	Term Loan, Maturing March 2, 2012(4)		3,203,420
	7,994	Term Loan, 3.78%, Maturing March 30, 2012		7,963,901
GBP	2,224	Term Loan, 4.40%, Maturing March 30, 2012		3,544,651
GBP	3,638	Term Loan, 4.40%, Maturing March 30, 2012		5,797,625
GBP	1,130	Term Loan, 4.43%, Maturing March 30, 2012		1,801,099
YPSO Holding SA
EUR	3,159	Term Loan, 2.68%, Maturing July 28, 2014		3,599,311
EUR	5,155	Term Loan, 2.68%, Maturing July 28, 2014		5,872,561
EUR	8,186	Term Loan, 2.68%, Maturing July 28, 2014		9,326,637
			$	313,066,928
Chemicals and Plastics — 5.1%
Arizona Chemical, Inc.
EUR	2,814	Term Loan, 2.82%, Maturing February 28, 2013	$	3,934,013
Ashland, Inc.
	3,458	Term Loan, 6.50%, Maturing May 20, 2014		3,484,031
	1,298	Term Loan, 7.65%, Maturing November 20, 2014		1,321,094
Brenntag Holding GmbH and Co. KG
	10,877	Term Loan, 2.25%, Maturing December 23, 2013		10,360,709
	3,477	Term Loan, 2.29%, Maturing December 23, 2013		3,311,752
EUR	3,434	Term Loan, 2.88%, Maturing December 23, 2013		4,889,331
EUR	230	Term Loan - Second Lien, 5.02%, Maturing June 23, 2015		320,635
EUR	770	Term Loan - Second Lien, 5.02%, Maturing June 23, 2015		1,073,754
British Vita UK, Ltd.
EUR	1,196	Term Loan, 5.78%, Maturing June 30, 2014(2)		1,208,583
Celanese Holdings, LLC
	10,176	Term Loan, 2.00%, Maturing April 2, 2014		9,562,083
	13,433	Term Loan, 2.04%, Maturing April 2, 2014		12,599,228
Cognis GmbH
EUR	1,249	Term Loan, 2.77%, Maturing September 15, 2013		1,677,343
EUR	4,276	Term Loan, 2.77%, Maturing September 15, 2013		5,744,980
Columbian Chemicals Acquisition
	8,627	Term Loan, 6.31%, Maturing March 16, 2013		7,365,464
Ferro Corp.
	13,520	Term Loan, 6.29%, Maturing June 6, 2012		12,877,833
First Chemical Holding
EUR	575	Term Loan, 3.32%, Maturing December 18, 2014		619,890
EUR	575	Term Loan, 3.82%, Maturing December 18, 2015		619,890
Georgia Gulf Corp.
	5,068	Term Loan, 10.00%, Maturing October 3, 2013		5,070,261

See notes to financial statements

21

Floating Rate Portfolioas of October 31, 2009

PORTFOLIO OF INVESTMENTS CONT’D

Principal
Amount*
(000’s omitted)		Borrower/Tranche Description	Value
Chemicals and Plastics (continued)
Hexion Specialty Chemicals, Inc.
EUR	1,105	Term Loan, 2.95%, Maturing May 5, 2012	$	1,266,405
	9,600	Term Loan, 2.25%, Maturing May 5, 2013		6,480,000
	2,936	Term Loan, 2.56%, Maturing May 5, 2013		2,334,392
	13,520	Term Loan, 2.56%, Maturing May 5, 2013		10,748,060
	2,481	Term Loan, 2.75%, Maturing May 5, 2013		1,966,540
Huntsman International, LLC
	7,500	Revolving Loan, 0.91%, Maturing August 16, 2010(3)		6,890,625
	18,328	Term Loan, 1.99%, Maturing August 16, 2012		16,783,144
INEOS Group
EUR	150	Term Loan, Maturing December 14, 2011(4)		188,284
EUR	150	Term Loan, Maturing December 14, 2011(4)		188,284
EUR	2,911	Term Loan, 5.52%, Maturing December 14, 2011		3,648,230
EUR	2,912	Term Loan, 6.02%, Maturing December 14, 2011		3,649,514
	3,872	Term Loan, 7.00%, Maturing December 14, 2012		3,339,481
	9,968	Term Loan, 7.50%, Maturing December 14, 2013		8,552,579
	9,968	Term Loan, 10.00%, Maturing December 14, 2014		8,552,579
ISP Chemco, Inc.
	8,516	Term Loan, 2.00%, Maturing June 4, 2014		8,082,544
Kranton Polymers, LLC
	15,980	Term Loan, 2.31%, Maturing May 12, 2013		15,205,219
MacDermid, Inc.
	3,082	Term Loan, 2.24%, Maturing April 12, 2014		2,619,606
Millenium Inorganic Chemicals
	6,645	Term Loan, 2.53%, Maturing April 30, 2014		6,113,116
Momentive Performance Material
	4,900	Term Loan, 2.56%, Maturing December 4, 2013		4,102,001
Nalco Co.
	3,035	Term Loan, 6.50%, Maturing May 6, 2016		3,091,651
Rockwood Specialties Group, Inc.
EUR	653	Term Loan, 5.00%, Maturing July 30, 2011		917,657
	19,572	Term Loan, 6.00%, Maturing May 15, 2014		19,848,843
			$	220,609,628
Clothing / Textiles — 0.3%
Hanesbrands, Inc.
	6,512	Term Loan, 5.03%, Maturing September 5, 2013	$	6,550,460
	5,000	Term Loan - Second Lien, 3.99%, Maturing March 5, 2014		4,843,750
St. John Knits International, Inc.
	3,861	Term Loan, 9.25%, Maturing March 23, 2012		3,127,584
			$	14,521,794
Conglomerates — 3.0%
Amsted Industries, Inc.
	10,020	Term Loan, 2.29%, Maturing October 15, 2010	$	9,193,785
	6,753	Term Loan, 2.40%, Maturing April 5, 2013		6,195,633
Doncasters (Dunde HoldCo 4 Ltd.)
GBP	659	Term Loan, 3.02%, Maturing July 13, 2015		878,856
GBP	659	Term Loan, 3.52%, Maturing July 13, 2015		878,856
	3,595	Term Loan, 4.24%, Maturing July 13, 2015		2,921,189
	3,595	Term Loan, 4.74%, Maturing July 13, 2015		2,921,189
GenTek, Inc.
	3,285	Term Loan, Maturing February 25, 2011(4)		3,303,689
	1,715	Term Loan, Maturing February 28, 2011(4)		1,724,436
	2,125	Term Loan, Maturing October 29, 2014(4)		2,140,051
Jarden Corp.
	3,481	Term Loan, 2.03%, Maturing January 24, 2012		3,359,406
	8,467	Term Loan, 2.03%, Maturing January 24, 2012		8,189,549
	1,542	Term Loan, 2.78%, Maturing January 24, 2012		1,513,974
Johnson Diversey, Inc.
	1,993	Term Loan, 2.48%, Maturing December 16, 2010		1,984,707
	7,883	Term Loan, 2.48%, Maturing December 16, 2011		7,850,920
Manitowoc Company, Inc. (The)
	15,616	Term Loan, 7.50%, Maturing August 21, 2014		15,401,162
Polymer Group, Inc.
	1,000	Revolving Loan, 0.74%, Maturing November 22, 2010(3)		850,000
	1,830	Term Loan, 2.50%, Maturing November 22, 2012		1,820,483
	14,060	Term Loan, 7.00%, Maturing November 22, 2014		14,095,227
RBS Global, Inc.
	5,551	Term Loan, 2.50%, Maturing July 19, 2013		5,323,911
	19,195	Term Loan, 2.79%, Maturing July 19, 2013		18,490,726
RGIS Holdings, LLC
	729	Term Loan, 2.75%, Maturing April 30, 2014		649,616
	14,578	Term Loan, 2.77%, Maturing April 30, 2014		12,992,330
US Investigations Services, Inc.
	2,940	Term Loan, 3.29%, Maturing February 21, 2015		2,739,951
Vertrue, Inc.
	4,449	Term Loan, 3.29%, Maturing August 16, 2014		3,681,486
			$	129,101,132

See notes to financial statements

22

Floating Rate Portfolioas of October 31, 2009

PORTFOLIO OF INVESTMENTS CONT’D

Principal
Amount*
(000’s omitted)		Borrower/Tranche Description	Value
Containers and Glass Products — 3.1%
Berry Plastics Corp.
	20,393	Term Loan, 2.30%, Maturing April 3, 2015	$	17,571,642
Celanese AG
EUR	975	Term Loan, 2.50%, Maturing April 6, 2011		1,352,355
Consolidated Container Co.
	5,821	Term Loan, 2.50%, Maturing March 28, 2014		5,417,917
Crown Americas, Inc.
	1,407	Term Loan, 2.00%, Maturing November 15, 2012		1,379,542
	4,703	Term Loan, 2.00%, Maturing November 15, 2012		4,612,387
EUR	4,365	Term Loan, 2.18%, Maturing November 15, 2012		6,206,954
Graham Packaging Holdings Co.
	4,804	Term Loan, 2.55%, Maturing October 7, 2011		4,699,176
	19,095	Term Loan, 6.75%, Maturing April 5, 2014		19,143,031
Graphic Packaging International, Inc.
	27,563	Term Loan, 2.28%, Maturing May 16, 2014		26,273,710
	3,448	Term Loan, 3.03%, Maturing May 16, 2014		3,318,219
JSG Acquisitions
EUR	1,689	Term Loan, 4.00%, Maturing December 31, 2014		2,395,484
EUR	1,692	Term Loan, 4.11%, Maturing December 31, 2014		2,399,068
OI European Group B.V.
EUR	12,065	Term Loan, 1.93%, Maturing June 14, 2013		17,014,945
Owens-Brockway Glass Container
	4,097	Term Loan, 1.74%, Maturing June 14, 2013		4,002,688
Smurfit-Stone Container Corp.
	657	DIP Loan, 10.00%, Maturing August 6, 2010		660,631
	7,935	Revolving Loan, 2.84%, Maturing July 28, 2010		7,776,471
	2,632	Revolving Loan, 3.06%, Maturing July 28, 2010		2,579,219
	1,033	Term Loan, 2.50%, Maturing November 1, 2011		1,003,874
	1,813	Term Loan, 2.50%, Maturing November 1, 2011		1,765,742
	3,416	Term Loan, 2.50%, Maturing November 1, 2011		3,320,309
	1,593	Term Loan, 4.50%, Maturing November 1, 2011		1,551,583
			$	134,444,947
Cosmetics / Toiletries — 0.2%
American Safety Razor Co.
	3,382	Term Loan, 2.54%, Maturing July 31, 2013	$	3,221,352
Bausch & Lomb, Inc.
	382	Term Loan, 3.52%, Maturing April 30, 2015		364,889
	1,573	Term Loan, 3.53%, Maturing April 30, 2015		1,502,579
Prestige Brands, Inc.
	5,100	Term Loan, 2.49%, Maturing April 7, 2011		5,010,954
			$	10,099,774
Drugs — 0.6%
Graceway Pharmaceuticals, LLC
	15,351	Term Loan, 2.99%, Maturing May 3, 2012	$	10,822,562
Pharmaceutical Holdings Corp.
	2,205	Term Loan, 3.50%, Maturing January 30, 2012		2,089,180
Warner Chilcott Corp.
	4,562	Term Loan, Maturing October 30, 2014(4)		4,576,193
	1,597	Term Loan, Maturing April 30, 2015(4)		1,601,667
	2,281	Term Loan, Maturing April 30, 2015(4)		2,288,096
	5,018	Term Loan, Maturing April 30, 2015(4)		4,967,563
			$	26,345,261
Ecological Services and Equipment — 0.6%
Big Dumpster Merger Sub, Inc.
	668	Term Loan, 2.50%, Maturing February 5, 2013	$	435,644
Blue Waste B.V. (AVR Acquisition)
EUR	2,000	Term Loan, 2.68%, Maturing April 1, 2015		2,724,026
Environmental Systems Products Holdings, Inc.
	417	Term Loan - Second Lien, 13.50%, Maturing December 12, 2010		373,050
Kemble Water Structure, Ltd.
GBP	13,150	Term Loan - Second Lien, 4.49%, Maturing October 13, 2013		16,610,763
Sensus Metering Systems, Inc.
	7,391	Term Loan, 7.00%, Maturing June 3, 2013		7,418,416
Wastequip, Inc.
	281	Term Loan, 2.50%, Maturing February 5, 2013		183,429
			$	27,745,328
Electronics / Electrical — 3.0%
Aspect Software, Inc.
	3,502	Term Loan, 3.31%, Maturing July 11, 2011	$	3,212,819
Fairchild Semiconductor Corp.
	9,169	Term Loan, 1.75%, Maturing June 26, 2013		8,635,707
FCI International S.A.S.
	331	Term Loan, 3.41%, Maturing November 1, 2013		301,842
	552	Term Loan, 3.41%, Maturing November 1, 2013		503,458
	552	Term Loan, 3.41%, Maturing November 1, 2013		503,458
	573	Term Loan, 3.41%, Maturing November 1, 2013		522,952
	992	Term Loan, 3.41%, Maturing November 1, 2013		905,384

See notes to financial statements

23

Floating Rate Portfolioas of October 31, 2009

PORTFOLIO OF INVESTMENTS CONT’D

Principal
Amount*
(000’s omitted)		Borrower/Tranche Description	Value
Electronics / Electrical (continued)
Freescale Semiconductor, Inc.
	29,815	Term Loan, 2.00%, Maturing December 1, 2013	$	24,307,655
Infor Enterprise Solutions Holdings
EUR	2,917	Term Loan, 3.43%, Maturing July 28, 2012		3,837,353
	7,173	Term Loan, 4.00%, Maturing July 28, 2012		6,330,083
	19,323	Term Loan, 4.00%, Maturing July 28, 2012		17,052,855
Network Solutions, LLC
	9,452	Term Loan, 2.78%, Maturing March 7, 2014		8,507,168
Open Solutions, Inc.
	10,132	Term Loan, 2.41%, Maturing January 23, 2014		8,224,110
Sensata Technologies Finance Co.
	18,483	Term Loan, 2.03%, Maturing April 27, 2013		15,912,610
Spectrum Brands, Inc.
	804	Term Loan, 8.00%, Maturing March 30, 2013		788,014
	15,635	Term Loan, 8.00%, Maturing March 30, 2013		15,330,400
SS&C Technologies, Inc.
	3,028	Term Loan, 2.28%, Maturing November 23, 2012		2,906,436
Vertafore, Inc.
	11,266	Term Loan, 5.50%, Maturing July 31, 2014		11,097,061
	1,975	Term Loan, 7.50%, Maturing July 31, 2014		1,928,094
			$	130,807,459
Equipment Leasing — 0.0%
Hertz Corp.
	8	Term Loan, 2.00%, Maturing December 21, 2012	$	7,410
	835	Term Loan, 2.04%, Maturing December 21, 2012		781,243
			$	788,653
Farming / Agriculture — 0.3%
BF Bolthouse HoldCo, LLC
	3,717	Term Loan, 2.56%, Maturing December 16, 2012	$	3,635,552
Central Garden & Pet Co.
	9,843	Term Loan, 1.75%, Maturing February 28, 2014		9,367,667
			$	13,003,219
Financial Intermediaries — 1.6%
Asset Acceptence Capital Corp.
	1,440	Term Loan, 2.54%, Maturing June 5, 2013	$	1,396,379
Citco III, Ltd.
	13,812	Term Loan, 2.85%, Maturing June 30, 2014		12,085,550
E.A. Viner International Co.
	395	Term Loan, 4.79%, Maturing July 31, 2013		373,124
Grosvenor Capital Management
	5,729	Term Loan, 2.25%, Maturing December 5, 2013		5,213,526
Jupiter Asset Management Group
GBP	3,644	Term Loan, 2.74%, Maturing June 30, 2015		5,651,191
Lender Processing Services, Inc.
	5,040	Term Loan, 2.74%, Maturing July 2, 2014		5,011,814
LPL Holdings, Inc.
	26,606	Term Loan, 2.01%, Maturing December 18, 2014		25,142,351
Nuveen Investments, Inc.
	3,977	Term Loan, 3.28%, Maturing November 2, 2014		3,444,079
Oxford Acquisition III, Ltd.
	11,051	Term Loan, 2.28%, Maturing May 24, 2014		9,190,512
RJO Holdings Corp. (RJ O’Brien)
	4,007	Term Loan, 3.25%, Maturing July 31, 2014		2,694,619
			$	70,203,145
Food Products — 2.9%
Acosta, Inc.
	16,913	Term Loan, 2.50%, Maturing July 28, 2013	$	16,119,855
Advantage Sales & Marketing, Inc.
	16,440	Term Loan, 2.29%, Maturing March 29, 2013		15,659,544
American Seafoods Group, LLC
	1,930	Term Loan, 4.03%, Maturing September 30, 2012		1,881,623
BL Marketing, Ltd.
GBP	3,500	Term Loan, 2.52%, Maturing December 31, 2013		5,528,958
GBP	2,500	Term Loan - Second Lien, 3.01%, Maturing June 30, 2015		3,692,811
Dean Foods Co.
	26,531	Term Loan, 1.66%, Maturing April 2, 2014		24,856,063
Dole Food Company, Inc.
	1,691	Term Loan, 7.15%, Maturing April 12, 2013		1,710,605
	2,324	Term Loan, 8.00%, Maturing April 12, 2013		2,351,344
	8,204	Term Loan, 8.00%, Maturing April 12, 2013		8,301,165
MafCo Worldwide Corp.
	733	Term Loan, 2.25%, Maturing December 8, 2011		688,884
Pinnacle Foods Finance, LLC
	4,000	Revolving Loan, 0.90%, Maturing April 2, 2013(3)		2,700,000
	30,959	Term Loan, 3.00%, Maturing April 2, 2014		29,063,083

See notes to financial statements

24

Floating Rate Portfolioas of October 31, 2009

PORTFOLIO OF INVESTMENTS CONT’D

Principal
Amount*
(000’s omitted)		Borrower/Tranche Description	Value
Food Products (continued)
Reddy Ice Group, Inc.
	12,335	Term Loan, 2.00%, Maturing August 9, 2012	$	11,039,825
			$	123,593,760
Food Service — 2.5%
AFC Enterprises, Inc.
	1,611	Term Loan, 7.00%, Maturing May 11, 2011	$	1,623,305
Aramark Corp.
	3,075	Term Loan, 2.14%, Maturing January 26, 2014		2,827,627
	45,618	Term Loan, 2.16%, Maturing January 26, 2014		41,949,126
	973	Term Loan, 2.16%, Maturing January 26, 2014		887,893
	238	Term Loan, 3.25%, Maturing October 22, 2014		228,884
Buffets, Inc.
	5,223	Term Loan, 18.00%, Maturing April 30, 2012		5,334,465
	1,059	Term Loan, 7.53%, Maturing November 1, 2013(2)		931,568
	4,618	Term Loan - Second Lien, 17.78%, Maturing November 1, 2013(2)		4,063,656
CBRL Group, Inc.
	662	Term Loan, 1.96%, Maturing April 27, 2013		638,574
	6,557	Term Loan, 1.98%, Maturing April 27, 2013		6,324,008
JRD Holdings, Inc.
	2,887	Term Loan, 2.50%, Maturing June 26, 2014		2,778,467
Maine Beverage Co., LLC
	1,925	Term Loan, 2.04%, Maturing June 30, 2010		1,780,625
OSI Restaurant Partners, LLC
	1,067	Term Loan, 3.03%, Maturing May 9, 2013		891,841
	12,124	Term Loan, 2.56%, Maturing May 9, 2014		10,130,061
QCE Finance, LLC
	8,894	Term Loan, 2.56%, Maturing May 5, 2013		7,200,119
Sagittarius Restaurants, LLC
	4,299	Term Loan, 9.75%, Maturing March 29, 2013		3,997,974
Selecta
CHF	18,405	Term Loan, 2.88%, Maturing June 28, 2015		13,365,448
SSP Financing, Ltd.
	3,955	Term Loan, 3.18%, Maturing June 15, 2014		2,060,303
	3,955	Term Loan, 3.68%, Maturing June 15, 2015		2,060,303
			$	109,074,247
Food / Drug Retailers — 2.4%
General Nutrition Centers, Inc.
	21,691	Term Loan, 2.52%, Maturing September 16, 2013	$	20,131,787
Pantry, Inc. (The)
	62	Term Loan, 1.75%, Maturing May 15, 2014		58,516
	6,706	Term Loan, 1.75%, Maturing May 15, 2014		6,358,568
Rite Aid Corp.
	30,610	Term Loan, 2.00%, Maturing June 1, 2014		26,547,666
	13,952	Term Loan, 6.00%, Maturing June 4, 2014		13,114,673
	11,500	Term Loan, 9.50%, Maturing June 4, 2014		11,921,671
Roundy’s Supermarkets, Inc.
	24,418	Term Loan, 6.03%, Maturing November 3, 2011		24,092,049
			$	102,224,930
Forest Products — 1.6%
Appleton Papers, Inc.
	11,403	Term Loan, 6.63%, Maturing June 5, 2014	$	10,376,581
Georgia-Pacific Corp.
	40,320	Term Loan, 2.32%, Maturing December 20, 2012		38,920,266
	3,931	Term Loan, 2.33%, Maturing December 20, 2012		3,794,356
	8,368	Term Loan, 3.59%, Maturing December 23, 2014		8,328,425
Xerium Technologies, Inc.
	8,852	Term Loan, 5.78%, Maturing May 18, 2012		7,258,745
			$	68,678,373
Health Care — 9.3%
1-800 Contacts, Inc.
	3,990	Term Loan, 7.70%, Maturing March 4, 2015	$	3,970,000
Accellent, Inc.
	3,096	Term Loan, 2.87%, Maturing November 22, 2012		2,943,568
Alliance Imaging, Inc.
	4,635	Term Loan, 2.86%, Maturing December 29, 2011		4,495,018
American Medical Systems
	4,172	Term Loan, 2.50%, Maturing July 20, 2012		4,056,890
AMN Healthcare, Inc.
	3,191	Term Loan, 2.03%, Maturing November 2, 2011		2,983,136
AMR HoldCo, Inc.
	5,353	Term Loan, 2.25%, Maturing February 10, 2012		5,152,687
Biomet, Inc.
	16,050	Term Loan, 3.28%, Maturing December 26, 2014		15,453,288
EUR	2,915	Term Loan, 3.58%, Maturing December 26, 2014		4,105,465
Cardinal Health 409, Inc.
	14,560	Term Loan, 2.49%, Maturing April 10, 2014		12,696,189

See notes to financial statements

25

Floating Rate Portfolioas of October 31, 2009

PORTFOLIO OF INVESTMENTS CONT’D

Principal
Amount*
(000’s omitted)		Borrower/Tranche Description	Value
Health Care (continued)
Carestream Health, Inc.
	15,489	Term Loan, 2.24%, Maturing April 30, 2013	$	14,523,716
Carl Zeiss Vision Holding GmbH
EUR	6,371	Term Loan, 2.93%, Maturing March 23, 2015		6,680,375
Community Health Systems, Inc.
	2,135	Term Loan, 2.49%, Maturing July 25, 2014		1,993,990
	60,842	Term Loan, 2.61%, Maturing July 25, 2014		56,814,618
Concentra, Inc.
	6,860	Term Loan, 2.54%, Maturing June 25, 2014		6,396,867
CRC Health Corp.
	1,877	Term Loan, 2.53%, Maturing February 6, 2013		1,679,803
	3,783	Term Loan, 2.53%, Maturing February 6, 2013		3,385,785
Dako EQT Project Delphi
	1,568	Term Loan, 2.41%, Maturing June 12, 2016		1,286,007
EUR	3,099	Term Loan, 2.81%, Maturing June 12, 2016		3,739,167
DaVita, Inc.
	13,754	Term Loan, 1.76%, Maturing October 5, 2012		13,230,151
DJO Finance, LLC
	4,975	Term Loan, 3.26%, Maturing May 15, 2014		4,806,788
Fenwal, Inc.
	509	Term Loan, 2.62%, Maturing February 28, 2014		445,555
	2,976	Term Loan, 2.62%, Maturing February 28, 2014		2,606,494
Fresenius Medical Care Holdings
	6,630	Term Loan, 1.66%, Maturing March 31, 2013		6,384,198
Hanger Orthopedic Group, Inc.
	3,302	Term Loan, 2.25%, Maturing May 30, 2013		3,140,932
HCA, Inc.
	56,481	Term Loan, 2.53%, Maturing November 18, 2013		52,711,375
Health Management Association, Inc.
	25,193	Term Loan, 2.03%, Maturing February 28, 2014		23,432,575
HealthSouth Corp.
	3,602	Term Loan, 2.55%, Maturing March 10, 2013		3,440,308
	5,000	Term Loan, 2.65%, Maturing March 10, 2013		4,550,000
	2,965	Term Loan, 4.05%, Maturing March 15, 2014		2,905,646
Iasis Healthcare, LLC
	110	Term Loan, 2.24%, Maturing March 14, 2014		104,041
	319	Term Loan, 2.24%, Maturing March 14, 2014		300,640
	30	Term Loan, 2.24%, Maturing March 14, 2014		28,096
Ikaria Acquisition, Inc.
	4,413	Term Loan, 2.51%, Maturing March 28, 2013		4,140,684
IM U.S. Holdings, LLC
	6,520	Term Loan, 2.26%, Maturing June 26, 2014		6,177,395
inVentiv Health, Inc.
	7,903	Term Loan, 2.04%, Maturing July 6, 2014		7,409,145
LifePoint Hospitals, Inc.
	11,291	Term Loan, 2.02%, Maturing April 15, 2012		10,966,149
MultiPlan Merger Corp.
	3,342	Term Loan, 2.75%, Maturing April 12, 2013		3,164,621
	4,891	Term Loan, 2.75%, Maturing April 12, 2013		4,631,969
Mylan, Inc.
	13,000	Term Loan, 3.55%, Maturing October 2, 2014		12,675,000
National Mentor Holdings, Inc.
	8,776	Term Loan, 2.29%, Maturing June 29, 2013		7,904,185
	537	Term Loan, 4.59%, Maturing June 29, 2013		483,729
Nyco Holdings
	5,311	Term Loan, 2.53%, Maturing December 29, 2014		4,925,681
EUR	6,019	Term Loan, 2.93%, Maturing December 29, 2014		8,234,720
	5,311	Term Loan, 3.28%, Maturing December 29, 2015		4,925,681
EUR	6,019	Term Loan, 3.68%, Maturing December 29, 2015		8,234,720
Psychiatric Solutions, Inc.
	985	Term Loan, 2.02%, Maturing May 31, 2014		942,816
RadNet Management, Inc.
	5,913	Term Loan, 4.54%, Maturing November 15, 2012		5,705,608
ReAble Therapeutics Finance, LLC
	8,878	Term Loan, 2.29%, Maturing November 16, 2013		8,478,350
Select Medical Holdings Corp.
	950	Revolving Loan, 0.72%, Maturing February 24, 2010(3)		855,000
	1,082	Term Loan, 4.16%, Maturing August 5, 2014		1,062,175
	8,007	Term Loan, 4.16%, Maturing August 5, 2014		8,026,607
Sunrise Medical Holdings, Inc.
	3,534	Term Loan, 8.25%, Maturing May 13, 2010		2,562,234
TZ Merger Sub., Inc. (TriZetto)
	4,975	Term Loan, 7.50%, Maturing July 24, 2015		4,999,749
Vanguard Health Holding Co., LLC
	11,583	Term Loan, 2.49%, Maturing September 23, 2011		11,322,137
Viant Holdings, Inc.
	1,783	Term Loan, 2.54%, Maturing June 25, 2014		1,738,685
			$	400,010,408
Home Furnishings — 1.2%
Dometic Corp.
	914	Term Loan, 1.51%, Maturing December 31, 2014	$	754,288
	2,057	Term Loan, 1.51%, Maturing December 31, 2014		1,028,575

See notes to financial statements

26

Floating Rate Portfolioas of October 31, 2009

PORTFOLIO OF INVESTMENTS CONT’D

Principal
Amount*
(000’s omitted)		Borrower/Tranche Description	Value
Home Furnishings (continued)
	1,029	Term Loan, 3.76%, Maturing December 31, 2014(2)	$	77,143
Hunter Fan Co.
	3,612	Term Loan, 2.75%, Maturing April 16, 2014		2,600,792
Interline Brands, Inc.
	1,323	Term Loan, 1.99%, Maturing June 23, 2013		1,220,596
	5,583	Term Loan, 2.04%, Maturing June 23, 2013		5,150,361
National Bedding Co., LLC
	12,558	Term Loan, 2.28%, Maturing August 31, 2011		11,459,024
	1,500	Term Loan - Second Lien, 5.31%, Maturing August 31, 2012		1,215,000
Oreck Corp.
	4,164	Term Loan, 0.00%, Maturing February 2, 2012(5)(7)		1,495,021
Simmons Co.
	25,024	Term Loan, 10.50%, Maturing December 19, 2011		24,820,797
	2,726	Term Loan, 7.35%, Maturing February 15, 2012(2)		81,773
			$	49,903,370
Industrial Equipment — 2.3%
Baxi Group, Ltd.
EUR	3,254	Revolving Loan, 1.00%, Maturing December 27, 2010(3)	$	3,567,178
GBP	1,297	Term Loan, 3.66%, Maturing December 27, 2010		1,997,770
	500	Term Loan, Maturing December 27, 2011(4)		470,875
	500	Term Loan, Maturing December 27, 2012(4)		470,875
Brand Energy and Infrastructure Services, Inc.
	9,960	Term Loan, 2.31%, Maturing February 7, 2014		9,013,799
CEVA Group PLC U.S.
	330	Term Loan, 3.24%, Maturing January 4, 2014		278,738
	40	Term Loan, 3.28%, Maturing January 4, 2014		33,051
EUR	640	Term Loan, 3.43%, Maturing January 4, 2014		782,852
EUR	1,086	Term Loan, 3.43%, Maturing January 4, 2014		1,329,371
EUR	1,335	Term Loan, 3.43%, Maturing January 4, 2014		1,633,805
EUR	1,136	Term Loan, 3.74%, Maturing January 4, 2014		1,390,117
EPD Holdings (Goodyear Engineering Products)
	2,361	Term Loan, 2.50%, Maturing July 13, 2014		1,910,621
	12,930	Term Loan, 2.50%, Maturing July 13, 2014		10,465,027
	2,000	Term Loan - Second Lien, 6.00%, Maturing July 13, 2015		1,220,000
Flowserve Corp.
	3,561	Term Loan, 1.81%, Maturing August 10, 2012		3,489,643
Generac Acquisition Corp.
	9,694	Term Loan, 2.78%, Maturing November 7, 2013		8,789,624
Gleason Corp.
	1,518	Term Loan, 2.09%, Maturing June 30, 2013		1,480,105
	1,941	Term Loan, 2.09%, Maturing June 30, 2013		1,892,218
Jason, Inc.
	1,740	Term Loan, 5.03%, Maturing April 30, 2010		913,592
John Maneely Co.
	20,958	Term Loan, 3.51%, Maturing December 8, 2013		19,254,890
KION Group GmbH
EUR	500	Term Loan, Maturing December 23, 2014(4)		509,559
	3,750	Term Loan, 2.49%, Maturing December 23, 2014		2,582,812
EUR	500	Term Loan, Maturing December 23, 2015(4)		509,559
	3,750	Term Loan, 2.74%, Maturing December 23, 2015		2,582,813
Polypore, Inc.
	2,000	Revolving Loan, 0.55%, Maturing July 3, 2013(3)		1,630,000
	17,012	Term Loan, 2.46%, Maturing July 3, 2014		15,927,594
EUR	1,089	Term Loan, 2.64%, Maturing July 3, 2014		1,491,018
TFS Acquisition Corp.
	4,401	Term Loan, 14.00%, Maturing August 11, 2013(2)		2,937,701
			$	98,555,207
Insurance — 1.7%
Alliant Holdings I, Inc.
	6,933	Term Loan, 3.28%, Maturing August 21, 2014	$	6,465,027
Applied Systems, Inc.
	7,217	Term Loan, 2.74%, Maturing September 26, 2013		6,860,507
CCC Information Services Group, Inc.
	7,302	Term Loan, 2.50%, Maturing February 10, 2013		7,092,467
Conseco, Inc.
	23,033	Term Loan, 6.50%, Maturing October 10, 2013		20,863,743
Crump Group, Inc.
	3,715	Term Loan, 3.25%, Maturing August 4, 2014		3,362,144
Hub International Holdings, Inc.
	1,636	Term Loan, 2.74%, Maturing June 13, 2014		1,442,685
	11,650	Term Loan, 2.74%, Maturing June 13, 2014		10,276,130
	3,525	Term Loan, Maturing June 30, 2014(4)		3,454,500
U.S.I. Holdings Corp.
	2,000	Term Loan, Maturing May 4, 2014(4)		1,950,000
	13,927	Term Loan, 3.04%, Maturing May 4, 2014		12,127,689
			$	73,894,892

See notes to financial statements

27

Floating Rate Portfolioas of October 31, 2009

PORTFOLIO OF INVESTMENTS CONT’D

Principal
Amount*
(000’s omitted)		Borrower/Tranche Description	Value
Leisure Goods / Activities / Movies — 5.3%
24 Hour Fitness Worldwide, Inc.
	2,922	Term Loan, 2.77%, Maturing June 8, 2012	$	2,736,683
AMC Entertainment, Inc.
	17,353	Term Loan, 1.74%, Maturing January 26, 2013		16,431,004
AMF Bowling Worldwide, Inc.
	2,945	Term Loan, 2.74%, Maturing June 8, 2013		2,513,375
Bombardier Recreational Products
	17,400	Term Loan, 3.00%, Maturing June 28, 2013		12,223,500
Carmike Cinemas, Inc.
	5,213	Term Loan, 3.54%, Maturing May 19, 2012		5,060,038
	6,956	Term Loan, 4.24%, Maturing May 19, 2012		6,751,738
Cedar Fair, L.P.
	2,211	Term Loan, 2.25%, Maturing August 31, 2011		2,129,889
	2,731	Term Loan, 2.24%, Maturing August 30, 2012		2,630,048
	7,447	Term Loan, 4.24%, Maturing February 17, 2014		7,223,252
	3,773	Term Loan, 4.27%, Maturing February 17, 2014		3,659,482
Cinemark, Inc.
	24,097	Term Loan, 2.07%, Maturing October 5, 2013		22,918,339
Dave & Buster’s, Inc.
	815	Term Loan, 2.54%, Maturing March 8, 2013		799,147
	2,055	Term Loan, 2.54%, Maturing March 8, 2013		2,013,779
Deluxe Entertainment Services
	4,576	Term Loan, 2.51%, Maturing January 28, 2011		4,278,378
	271	Term Loan, 2.53%, Maturing January 28, 2011		253,791
	471	Term Loan, 2.53%, Maturing January 28, 2011		440,759
DW Funding, LLC
	2,922	Term Loan, 2.17%, Maturing April 30, 2011		2,556,701
Easton-Bell Sports, Inc.
	5,727	Term Loan, 2.04%, Maturing March 16, 2012		5,433,435
Fender Musical Instruments Corp.
	1,297	Term Loan, 2.54%, Maturing June 9, 2014		1,108,850
	4,523	Term Loan, 2.54%, Maturing June 9, 2014		3,866,767
Mega Blocks, Inc.
	1,867	Term Loan, 9.75%, Maturing July 26, 2012		1,073,323
Metro-Goldwyn-Mayer Holdings, Inc.
	37,477	Term Loan, 0.00%, Maturing April 8, 2012(5)		21,567,755
National CineMedia, LLC
	14,250	Term Loan, 2.05%, Maturing February 13, 2015		13,332,656
Odeon
GBP	624	Term Loan, 2.77%, Maturing April 2, 2015		944,934
GBP	624	Term Loan, 3.65%, Maturing April 2, 2016		944,934
Red Football, Ltd.
GBP	1,576	Term Loan, 3.02%, Maturing August 16, 2014		2,372,985
GBP	1,576	Term Loan, 3.27%, Maturing August 16, 2015		2,372,985
Regal Cinemas Corp.
	18,380	Term Loan, 4.03%, Maturing November 10, 2010		18,257,030
Revolution Studios Distribution Co., LLC
	5,591	Term Loan, 4.00%, Maturing December 21, 2014		5,087,601
Six Flags Theme Parks, Inc.
	12,327	Term Loan, 2.50%, Maturing April 30, 2015		12,090,028
Southwest Sports Group, LLC
	9,500	Term Loan, 6.75%, Maturing December 22, 2010		7,980,000
Universal City Development Partners, Ltd.
	8,996	Term Loan, 6.00%, Maturing June 9, 2011		8,973,597
	15,900	Term Loan, Maturing November 6, 2014(4)		15,661,500
Zuffa, LLC
	4,000	Revolving Loan, 1.75%, Maturing June 19, 2012(3)		3,320,000
	9,142	Term Loan, 2.31%, Maturing June 20, 2016		8,250,508
			$	227,258,791
Lodging and Casinos — 2.6%
Choctaw Resort Development Enterprise
	2,308	Term Loan, 4.00%, Maturing November 4, 2011	$	2,296,752
Full Moon Holdco 3, Ltd.
GBP	1,500	Term Loan, 3.86%, Maturing November 20, 2014		2,158,243
GBP	1,500	Term Loan, 4.36%, Maturing November 20, 2015		2,158,243
Gala Electric Casinos, Ltd.
GBP	1,000	Term Loan, Maturing December 12, 2013(4)		1,440,145
GBP	1,000	Term Loan, Maturing December 12, 2014(4)		1,440,247
Green Valley Ranch Gaming, LLC
	6,961	Term Loan, 2.29%, Maturing February 16, 2014		4,916,555
Harrah’s Operating Co.
	4,051	Term Loan, 3.28%, Maturing January 28, 2015		3,232,577
	2,391	Term Loan, 3.28%, Maturing January 28, 2015		1,910,913
	8,000	Term Loan, 9.50%, Maturing October 31, 2016		7,837,776
Herbst Gaming, Inc.
	2,319	Term Loan, 0.00%, Maturing December 2, 2011(5)		1,288,868
	6,245	Term Loan, 0.00%, Maturing December 2, 2011(5)		3,471,064
Isle of Capri Casinos, Inc.
	535	Term Loan, 1.99%, Maturing November 30, 2013		503,711
	3,562	Term Loan, 1.99%, Maturing November 30, 2013		3,353,584

See notes to financial statements

28

Floating Rate Portfolioas of October 31, 2009

PORTFOLIO OF INVESTMENTS CONT’D

Principal
Amount*
(000’s omitted)		Borrower/Tranche Description	Value
Lodging and Casinos (continued)
	5,436	Term Loan, 2.03%, Maturing November 30, 2013	$	5,117,665
LodgeNet Entertainment Corp.
	11,499	Term Loan, 2.29%, Maturing April 4, 2014		10,559,946
New World Gaming Partners, Ltd.
	949	Term Loan, 2.79%, Maturing June 30, 2014		786,812
	9,600	Term Loan, 2.79%, Maturing June 30, 2014		7,955,871
Penn National Gaming, Inc.
	17,077	Term Loan, 2.01%, Maturing October 3, 2012		16,551,736
Scandic Hotels
EUR	1,725	Term Loan, 3.60%, Maturing April 25, 2015		1,947,886
EUR	1,725	Term Loan, 3.97%, Maturing April 25, 2016		1,947,886
Venetian Casino Resort/Las Vegas Sands, Inc.
	8,894	Term Loan, 2.04%, Maturing May 14, 2014		7,259,796
	22,808	Term Loan, 2.04%, Maturing May 23, 2014		18,617,302
VML US Finance, LLC
	3,317	Term Loan, 5.79%, Maturing May 25, 2012		3,082,842
	1,990	Term Loan, 5.79%, Maturing May 25, 2013		1,849,705
			$	111,686,125
Nonferrous Metals / Minerals — 0.8%
Compass Minerals Group, Inc.
	1,274	Term Loan, 1.76%, Maturing December 22, 2012	$	1,260,765
Euramax International, Inc.
GBP	473	Term Loan, 10.00%, Maturing June 29, 2013		469,355
	744	Term Loan, 10.00%, Maturing June 29, 2013		450,151
GBP	468	Term Loan, 14.00%, Maturing June 29, 2013(2)		465,008
	730	Term Loan, 14.00%, Maturing June 29, 2013(2)		441,871
Noranda Aluminum Acquisition
	6,772	Term Loan, 2.24%, Maturing May 18, 2014		5,501,878
Novelis, Inc.
	1,994	Term Loan, 2.25%, Maturing June 28, 2014		1,800,624
	4,387	Term Loan, 2.27%, Maturing June 28, 2014		3,961,487
Oxbow Carbon and Mineral Holdings
	15,827	Term Loan, 2.27%, Maturing May 8, 2014		15,055,145
	1,510	Term Loan, 2.28%, Maturing May 8, 2014		1,436,065
Tube City IMS Corp.
	476	Term Loan, 1.83%, Maturing January 25, 2014		442,159
	3,827	Term Loan, 2.53%, Maturing January 25, 2014		3,556,617
			$	34,841,125
Oil and Gas — 1.7%
Atlas Pipeline Partners, L.P.
	5,186	Term Loan, 6.75%, Maturing July 20, 2014	$	5,101,750
Citgo Petroleum Corp.
	5,753	Term Loan, 1.72%, Maturing November 15, 2012		5,432,858
Dresser, Inc.
	13,095	Term Loan, 2.68%, Maturing May 4, 2014		12,278,874
Dynegy Holdings, Inc.
	1,642	Term Loan, 4.00%, Maturing April 2, 2013		1,581,275
	30,804	Term Loan, 4.00%, Maturing April 2, 2013		29,670,217
Enterprise GP Holdings, L.P.
	2,376	Term Loan, 2.52%, Maturing October 31, 2014		2,298,780
Hercules Offshore, Inc.
	3,965	Term Loan, 8.50%, Maturing July 6, 2013		3,829,619
Precision Drilling Corp.
	4,000	Term Loan, 4.58%, Maturing December 23, 2013		3,940,000
	4,813	Term Loan, 9.25%, Maturing September 30, 2014		4,836,563
Targa Resources, Inc.
	1,177	Term Loan, 2.24%, Maturing October 31, 2012		1,158,184
	1,351	Term Loan, 2.28%, Maturing October 31, 2012		1,329,906
			$	71,458,026
Publishing — 7.0%
American Media Operations, Inc.
	24,072	Term Loan, 10.00%, Maturing January 31, 2013(2)	$	21,860,143
Aster Zweite Beteiligungs GmbH
	6,825	Term Loan, 2.89%, Maturing September 27, 2013		5,924,100
EUR	708	Term Loan, 3.27%, Maturing September 27, 2013		907,117
Black Press US Partnership
	1,231	Term Loan, 2.37%, Maturing August 2, 2013		806,453
	2,028	Term Loan, 2.37%, Maturing August 2, 2013		1,328,275
CanWest MediaWorks, Ltd.
	5,270	Term Loan, 4.75%, Maturing July 10, 2014		4,242,752
Dex Media West, LLC
	3,822	Term Loan, 7.00%, Maturing October 24, 2014		3,375,774
GateHouse Media Operating, Inc.
	4,916	Term Loan, 2.25%, Maturing August 28, 2014		1,913,162
	15,664	Term Loan, 2.25%, Maturing August 28, 2014		6,095,895
	9,350	Term Loan, 2.50%, Maturing August 28, 2014		3,638,711
Getty Images, Inc.
	10,579	Term Loan, 6.25%, Maturing July 2, 2015		10,653,440
Hanley-Wood, LLC
	7,369	Term Loan, 2.53%, Maturing March 8, 2014		3,159,352

See notes to financial statements

29

Floating Rate Portfolioas of October 31, 2009

PORTFOLIO OF INVESTMENTS CONT’D

Principal
Amount*
(000’s omitted)		Borrower/Tranche Description	Value
Publishing (continued)
Idearc, Inc.
	41,609	Term Loan, 0.00%, Maturing November 17, 2014(5)	$	19,028,815
Lamar Media Corp.
	5,924	Term Loan, 5.50%, Maturing March 31, 2013		5,912,872
Laureate Education, Inc.
	2,117	Term Loan, 3.53%, Maturing August 17, 2014		1,929,462
	14,141	Term Loan, 3.53%, Maturing August 17, 2014		12,889,278
	3,000	Term Loan, 7.00%, Maturing August 31, 2014		3,000,000
Local Insight Regatta Holdings, Inc.
	1,683	Term Loan, 7.75%, Maturing April 23, 2015		1,321,209
MediaNews Group, Inc.
	7,330	Term Loan, 4.74%, Maturing August 25, 2010		2,267,787
	3,343	Term Loan, 4.74%, Maturing August 2, 2013		1,034,368
Mediannuaire Holding
EUR	4,100	Term Loan, 1.93%, Maturing October 24, 2013		5,356,858
EUR	1,871	Term Loan, 3.03%, Maturing October 10, 2014		1,990,219
EUR	1,871	Term Loan, 3.53%, Maturing October 10, 2015		1,989,669
Merrill Communications, LLC
	9,854	Term Loan, 8.50%, Maturing December 24, 2012		7,821,803
Nelson Education, Ltd.
	294	Term Loan, 2.78%, Maturing July 5, 2014		258,720
Newspaper Holdings, Inc.
	18,303	Term Loan, 1.81%, Maturing July 24, 2014		10,066,630
Nielsen Finance, LLC
	39,007	Term Loan, 2.24%, Maturing August 9, 2013		36,406,362
	6,900	Term Loan, 3.99%, Maturing May 1, 2016		6,491,741
Philadelphia Newspapers, LLC
	2,061	Term Loan, 12.50%, Maturing March 30, 2010		2,075,541
	5,003	Term Loan, 0.00%, Maturing June 29, 2013(5)		1,150,608
R.H. Donnelley, Inc.
	1,612	Term Loan, 6.75%, Maturing June 30, 2011		1,413,174
Reader’s Digest Association, Inc. (The)
	7,596	DIP Loan, 13.50%, Maturing August 21, 2010		7,912,213
	8,161	Revolving Loan, 4.54%, Maturing March 3, 2014		4,011,077
	32,865	Term Loan, 4.25%, Maturing March 3, 2014		16,153,179
	2,934	Term Loan, 7.00%, Maturing March 3, 2014		1,442,170
SGS International, Inc.
	1,047	Term Loan, 2.79%, Maturing December 30, 2011		1,002,340
	971	Term Loan, 2.79%, Maturing December 30, 2011		929,911
Source Interlink Companies, Inc.
	1,801	Term Loan, 10.75%, Maturing June 18, 2012		1,773,671
	2,290	Term Loan, 10.75%, Maturing June 18, 2013		1,889,169
	1,195	Term Loan, 15.00%, Maturing June 18, 2013(2)		418,100
Source Media, Inc.
	10,299	Term Loan, 5.29%, Maturing November 8, 2011		8,548,507
Springer Science+Business Media S.A.
	845	Term Loan, 3.10%, Maturing May 5, 2010		794,834
Star Tribune Co. (The)
	1,262	Term Loan, 8.00%, Maturing September 28, 2014(7)		1,003,469
	841	Term Loan, 11.00%, Maturing September 28, 2014(7)		585,673
Trader Media Corp.
GBP	12,137	Term Loan, 2.64%, Maturing March 23, 2015		17,055,896
Tribune Co.
	1,667	DIP Revolving Loan, 3.50%, Maturing April 10, 2010(3)		1,625,000
	1,667	DIP Term Loan, 9.00%, Maturing April 10, 2010(3)		1,675,000
	4,791	Term Loan, 0.00%, Maturing April 10, 2010(5)		2,231,739
	8,553	Term Loan, 0.00%, Maturing May 17, 2014(5)		4,052,015
	18,925	Term Loan, 0.00%, Maturing May 17, 2014(5)		8,549,880
Xsys, Inc.
	7,702	Term Loan, 2.89%, Maturing September 27, 2013		6,684,967
EUR	792	Term Loan, 3.27%, Maturing September 27, 2013		1,013,387
EUR	2,750	Term Loan, 3.27%, Maturing September 27, 2013		3,520,925
	7,867	Term Loan, 2.89%, Maturing September 27, 2014		6,828,178
EUR	2,690	Term Loan, 3.27%, Maturing September 27, 2014		3,443,764
EUR	1,000	Term Loan - Second Lien, 5.40%, Maturing September 27, 2015		848,652
Yell Group, PLC
	8,025	Term Loan, 3.28%, Maturing February 10, 2013		5,778,000
			$	296,082,006
Radio and Television — 5.4%
Block Communications, Inc.
	6,839	Term Loan, 2.28%, Maturing December 22, 2011	$	6,325,693
Citadel Broadcasting Corp.
	32,925	Term Loan, 2.04%, Maturing June 12, 2014		22,677,094

See notes to financial statements

30

Floating Rate Portfolioas of October 31, 2009

PORTFOLIO OF INVESTMENTS CONT’D

Principal
Amount*
(000’s omitted)		Borrower/Tranche Description	Value
Radio and Television (continued)
CMP Susquehanna Corp.
	3,815	Revolving Loan, 2.43%, Maturing May 5, 2011(3)	$	2,689,401
	10,022	Term Loan, 2.25%, Maturing May 5, 2013		7,433,309
Cumulus Media, Inc.
	12,721	Term Loan, 4.25%, Maturing June 11, 2014		10,478,876
Discovery Communications, Inc.
	4,754	Term Loan, 2.28%, Maturing April 30, 2014		4,624,458
Emmis Operating Co.
	6,892	Term Loan, 4.28%, Maturing November 2, 2013		5,301,226
Gray Television, Inc.
	8,418	Term Loan, 3.79%, Maturing January 19, 2015		7,255,094
HIT Entertainment, Inc.
	1,446	Term Loan, 2.73%, Maturing March 20, 2012		1,266,954
Intelsat Corp.
	18,494	Term Loan, 2.75%, Maturing January 3, 2014		17,514,223
	18,488	Term Loan, 2.75%, Maturing January 3, 2014		17,508,910
	18,488	Term Loan, 2.75%, Maturing January 3, 2014		17,508,910
Ion Media Networks, Inc.
	2,381	DIP Loan, 10.17%, Maturing May 29, 2010(3)(7)		3,745,058
	14,925	Term Loan, 0.00%, Maturing January 15, 2012(5)		3,780,995
Local TV Finance, LLC
	1,955	Term Loan, 2.25%, Maturing May 7, 2013		1,573,775
NEP II, Inc.
	4,565	Term Loan, 2.53%, Maturing February 16, 2014		4,222,185
Nexstar Broadcasting, Inc.
	9,783	Term Loan, 5.00%, Maturing October 1, 2012		8,780,192
	9,197	Term Loan, 5.00%, Maturing October 1, 2012		8,254,163
Raycom TV Broadcasting, LLC
	8,333	Term Loan, 1.75%, Maturing June 25, 2014		6,916,699
Spanish Broadcasting System, Inc.
	11,663	Term Loan, 2.04%, Maturing June 10, 2012		9,680,411
Tyrol Acquisition 2 SAS
EUR	6,300	Term Loan, 2.43%, Maturing January 19, 2015		8,061,483
EUR	6,300	Term Loan, 3.40%, Maturing January 19, 2016		8,061,483
Univision Communications, Inc.
	52,733	Term Loan, 2.53%, Maturing September 29, 2014		42,638,554
Young Broadcasting, Inc.
	973	Term Loan, 0.00%, Maturing November 3, 2012(5)		634,556
	8,285	Term Loan, 0.00%, Maturing November 3, 2012(5)		5,405,653
			$	232,339,355
Rail Industries — 0.2%
Kansas City Southern Railway Co.
	7,835	Term Loan, 2.05%, Maturing April 26, 2013	$	7,443,572
	1,955	Term Loan, 1.78%, Maturing April 28, 2013		1,808,375
			$	9,251,947
Retailers (Except Food and Drug) — 2.0%
American Achievement Corp.
	2,685	Term Loan, 6.26%, Maturing March 25, 2011	$	2,416,875
Amscan Holdings, Inc.
	4,363	Term Loan, 2.65%, Maturing May 25, 2013		3,963,171
Cumberland Farms, Inc.
	2,846	Term Loan, 2.26%, Maturing September 29, 2013		2,604,320
Harbor Freight Tools USA, Inc.
	5,998	Term Loan, 9.75%, Maturing July 15, 2010		6,020,360
Josten’s Corp.
	5,046	Term Loan, 2.32%, Maturing October 4, 2011		5,004,370
Mapco Express, Inc.
	3,489	Term Loan, 5.75%, Maturing April 28, 2011		3,227,236
Neiman Marcus Group, Inc.
	2,967	Term Loan, 2.29%, Maturing April 5, 2013		2,552,652
Orbitz Worldwide, Inc.
	9,560	Term Loan, 3.28%, Maturing July 25, 2014		8,490,408
Oriental Trading Co., Inc.
	17,365	Term Loan, 9.75%, Maturing July 31, 2013		14,434,732
	2,000	Term Loan - Second Lien, 6.24%, Maturing January 31, 2013		485,000
Rent-A-Center, Inc.
	5,310	Term Loan, 2.00%, Maturing November 15, 2012		5,203,420
Rover Acquisition Corp.
	2,935	Term Loan, 2.52%, Maturing October 26, 2013		2,829,816
Savers, Inc.
	2,748	Term Loan, 3.00%, Maturing August 11, 2012		2,651,350
	3,006	Term Loan, 3.00%, Maturing August 11, 2012		2,901,005
Vivarte
EUR	63	Term Loan, 2.43%, Maturing May 29, 2015		75,293
EUR	244	Term Loan, 2.43%, Maturing May 29, 2015		292,806
EUR	4,614	Term Loan, 2.43%, Maturing May 29, 2015		5,533,827
EUR	63	Term Loan, 2.93%, Maturing May 29, 2016		75,293
EUR	244	Term Loan, 2.93%, Maturing May 29, 2016		292,806
EUR	4,614	Term Loan, 2.93%, Maturing May 29, 2016		5,533,827
Yankee Candle Company, Inc. (The)
	12,867	Term Loan, 2.25%, Maturing February 6, 2014		12,047,052
			$	86,635,619

See notes to financial statements

31

Floating Rate Portfolioas of October 31, 2009

PORTFOLIO OF INVESTMENTS CONT’D

Principal
Amount*
(000’s omitted)		Borrower/Tranche Description	Value
Steel — 0.2%
Algoma Acquisition Corp.
	7,259	Term Loan, 8.00%, Maturing June 20, 2013	$	6,853,850
			$	6,853,850
Surface Transport — 0.5%
Oshkosh Truck Corp.
	10,698	Term Loan, 6.32%, Maturing December 6, 2013	$	10,705,357
Swift Transportation Co., Inc.
	6,000	Term Loan, 3.54%, Maturing May 10, 2012		4,990,002
	5,070	Term Loan, 3.56%, Maturing May 10, 2014		4,380,911
			$	20,076,270
Telecommunications — 3.0%
Alaska Communications Systems Holdings, Inc.
	2,613	Term Loan, 2.03%, Maturing February 1, 2012	$	2,503,585
	10,112	Term Loan, 2.03%, Maturing February 1, 2012		9,689,534
Asurion Corp.
	20,000	Term Loan, 3.24%, Maturing July 13, 2012		19,019,440
	2,000	Term Loan - Second Lien, 6.74%, Maturing January 13, 2013		1,904,376
BCM Luxembourg, Ltd.
EUR	4,962	Term Loan, 2.30%, Maturing September 30, 2014		6,442,995
EUR	4,962	Term Loan, 2.55%, Maturing September 30, 2015		6,443,351
Cellular South, Inc.
	6,783	Term Loan, 2.04%, Maturing May 29, 2014		6,511,311
	2,974	Term Loan, 2.04%, Maturing May 29, 2014		2,854,845
Centennial Cellular Operating Co., LLC
	4,500	Revolving Loan, 0.50%, Maturing February 9, 2010(3)		4,252,500
	8,275	Term Loan, 2.24%, Maturing February 9, 2011		8,240,109
CommScope, Inc.
	10,750	Term Loan, 2.78%, Maturing November 19, 2014		10,421,762
Crown Castle Operating Co.
	3,980	Term Loan, 1.78%, Maturing January 9, 2014		3,831,463
Intelsat Subsidiary Holding Co.
	7,578	Term Loan, 2.75%, Maturing July 3, 2013		7,293,797
Iowa Telecommunications Services
	2,500	Term Loan, 2.04%, Maturing November 23, 2011		2,411,328
IPC Systems, Inc.
	8,571	Term Loan, 2.52%, Maturing May 31, 2014		7,328,556
GBP	345	Term Loan, 2.80%, Maturing May 31, 2014		407,527
Macquarie UK Broadcast Ventures, Ltd.
GBP	6,867	Term Loan, 2.51%, Maturing December 26, 2014		9,749,088
NTelos, Inc.
	6,000	Term Loan, 5.75%, Maturing August 13, 2015		6,042,498
Palm, Inc.
	5,733	Term Loan, 3.79%, Maturing April 24, 2014		5,083,262
Telesat Canada, Inc.
	2,770	Term Loan, 3.25%, Maturing October 22, 2014		2,664,837
Windstream Corp.
	4,289	Term Loan, 3.00%, Maturing December 17, 2015		4,172,101
			$	127,268,265
Utilities — 2.8%
AEI Finance Holding, LLC
	2,114	Revolving Loan, 3.24%, Maturing March 30, 2012	$	1,961,179
	14,345	Term Loan, 3.28%, Maturing March 30, 2014		13,304,543
BRSP, LLC
	4,500	Term Loan, 7.50%, Maturing June 24, 2014		4,230,000
Calpine Corp.
	30,890	DIP Loan, 3.17%, Maturing March 29, 2014		28,481,347
Covanta Energy Corp.
	2,789	Term Loan, 1.75%, Maturing February 9, 2014		2,656,548
	1,903	Term Loan, 1.79%, Maturing February 9, 2014		1,812,653
Electricinvest Holding Co.
EUR	4,170	Term Loan - Second Lien, Maturing October 24, 2012(4)		4,909,886
NRG Energy, Inc.
	18,577	Term Loan, 2.02%, Maturing June 1, 2014		17,523,938
	13,198	Term Loan, 2.03%, Maturing June 1, 2014		12,450,001
NSG Holdings, LLC
	202	Term Loan, 1.80%, Maturing June 15, 2014		192,359
	1,207	Term Loan, 1.80%, Maturing June 15, 2014		1,147,079
TXU Texas Competitive Electric Holdings Co., LLC
	4,992	Term Loan, 3.74%, Maturing October 10, 2014		3,891,964
	9,208	Term Loan, 3.74%, Maturing October 10, 2014		7,090,494
	20,665	Term Loan, 3.74%, Maturing October 10, 2014		16,063,679

See notes to financial statements

32

Floating Rate Portfolioas of October 31, 2009

PORTFOLIO OF INVESTMENTS CONT’D

Principal
Amount*
(000’s omitted)		Borrower/Tranche Description	Value
Utilities (continued)
Vulcan Energy Corp.
	3,278	Term Loan, 5.50%, Maturing December 31, 2015	$	3,312,591
			$	119,028,261
Total Senior Floating-Rate Interests
(identified cost $4,581,707,890)			$	4,215,909,716
Corporate Bonds & Notes — 0.4%
Principal
Amount*
(000’s omitted)		Security	Value
Building and Development — 0.2%
Grohe Holding GmbH, Variable Rate
EUR	5,000	3.617%, 1/15/14(8)	$	6,107,351
			$	6,107,351
Chemicals and Plastics — 0.0%
Wellman Holdings, Inc., Sr. Sub. Notes
	1,049	5.00%, 1/29/19(7)	$	386,032
			$	386,032
Ecological Services and Equipment — 0.0%
Environmental Systems Product Holdings, Inc., Junior Notes
	149	18.00%, 3/31/15(2)(7)	$	119,296
			$	119,296
Electronics / Electrical — 0.1%
NXP BV/NXP Funding, LLC, Variable Rate
	6,300	3.034%, 10/15/13	$	4,780,125
			$	4,780,125
Radio and Television — 0.0%
Ion Media Networks, Inc., Variable Rate
	3,000	0.00%, 1/15/12(5)(9)	$	780,000
			$	780,000
Telecommunications — 0.1%
Qwest Corp., Sr. Notes, Variable Rate
	5,850	3.549%, 6/15/13	$	5,469,750
			$	5,469,750
Total Corporate Bonds & Notes
(identified cost $21,935,648)			$	17,642,554
Asset-Backed Securities — 0.1%
Principal
Amount
(000’s omitted)		Security	Value
$	877	Alzette European CLO SA, Series 2004-1A, Class E2, 7.273%, 12/15/20(10)	$	87,732
	2,632	Assemblies of God Financial Real Estate, Series 2004-1A, Class A, 6.90%, 6/15/29(9)(10)		2,534,088
	1,044	Avalon Capital Ltd. 3, Series 1A, Class D, 2.357%, 2/24/19(9)(10)		666,258
	1,129	Babson Ltd., Series 2005-1A, Class C1, 2.234%, 4/15/19(9)(10)		731,485
	1,500	Bryant Park CDO Ltd., Series 2005-1A, Class C, 2.334%, 1/15/19(9)(10)		227,850
	1,500	Carlyle High Yield Partners, Series 2004-6A, Class C, 2.911%, 8/11/16(9)(10)		639,300
	871	Centurion CDO 8 Ltd., Series 2005-8A, Class D, 5.814%, 3/8/17(10)		514,218
	2,000	Morgan Stanley Investment Management Croton, Ltd., Series 2005-1A, Class D, 2.234%, 1/15/18(9)(10)		1,007,600
Total Asset-Backed Securities
(identified cost $11,496,956)			$	6,408,531
Common Stocks — 0.1%
Shares		Security	Value
Automotive — 0.0%
	105,145	Hayes Lemmerz International, Inc.(11)	$	3,775
			$	3,775
Building and Development — 0.1%
	23,625	Lafarge Roofing(7)(11)	$	0
	231,354	Sanitec Europe OY B Units(7)(11)		316,639
	231,354	Sanitec Europe OY E Units(7)(11)		0

See notes to financial statements

33

Floating Rate Portfolioas of October 31, 2009

PORTFOLIO OF INVESTMENTS CONT’D

Shares		Security	Value
Building and Development (continued)
	3,646	United Subcontractors, Inc.(7)(11)	$	293,917
	22,273	WCI Communities, Inc.(11)		1,559,082
			$	2,169,638
Chemicals and Plastics — 0.0%
	3,849	Vita Cayman II, Ltd.	$	164,267
	1,022	Wellman Holdings, Inc.(7)(11)		366,990
			$	531,257
Ecological Services and Equipment — 0.0%
	2,484	Environmental Systems Products Holdings, Inc.(7)(11)(12)	$	34,602
			$	34,602
Food Service — 0.0%
	193,076	Buffets, Inc.(11)	$	1,254,994
			$	1,254,994
Home Furnishings — 0.0%
	364	Dometic Corp.(7)(11)	$	0
			$	0
Publishing — 0.0%
	5,725	Source Interlink Companies, Inc.(7)(11)	$	41,220
	30,631	Star Tribune Co. (The)(7)(11)		0
			$	41,220
Total Common Stocks
(identified cost $4,469,920)			$	4,035,486
Preferred Stocks — 0.0%
Shares		Security	Value
Automotive — 0.0%
	350	Hayes Lemmerz International, Inc., Series A, Convertible(11)(12)	$	91
			$	91
Ecological Services and Equipment — 0.0%
	1,138	Environmental Systems Products Holdings, Inc., Series A(7)(11)(12)	$	91,040
			$	91,040
Total Preferred Stocks
(identified cost $37,415)			$	91,131
Closed-End Investment Companies — 0.0%
Shares		Security	Value
	4,000	Pioneer Floating Rate Trust	$	44,040
Total Closed-End Investment Companies
(identified cost $72,148)			$	44,040
Short-Term Investments — 4.0%
Interest/
Principal Amount
(000’s omitted)		Description	Value
$	165,515	Cash Management Portfolio, 0.00%(13)	$	165,515,197
	7,299	State Street Bank and Trust Euro Time Deposit, 0.01%, 11/2/09	$	7,298,860
Total Short-Term Investments
(identified cost $172,814,057)			$	172,814,057
Total Investments — 102.8%
(identified cost $4,792,534,034)			$	4,416,945,515
Less Unfunded Loan Commitments — (1.5)%			$	(66,166,734	)
Net Investments — 101.3%
(identified cost $4,726,367,300)			$	4,350,778,781
Other Assets, Less Liabilities — (1.3)%			$	(56,438,713	)
Net Assets — 100.0%			$	4,294,340,068

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

DIP - Debtor in Possession

REIT - Real Estate Investment Trust

CHF - Swiss Franc

EUR - Euro

GBP - British Pound Sterling

See notes to financial statements

34

Floating Rate Portfolioas of October 31, 2009

PORTFOLIO OF INVESTMENTS CONT’D

*	In U.S. dollars unless otherwise indicated.
(1)	Senior floating-rate interests (Senior Loans) often require prepayments from excess cash flows or permit the borrowers to repay at their election. The degree to which borrowers repay, whether as a contractual requirement or at their election, cannot be predicted with accuracy. As a result, the actual remaining maturity may be substantially less than the stated maturities shown. However, Senior Loans will have an expected average life of approximately two to four years. The stated interest rate represents the weighted average interest rate of all contracts within the senior loan facility and includes commitment fees on unfunded loan commitments, if any. Senior Loans typically have rates of interest which are redetermined either daily, monthly, quarterly or semi-annually by reference to a base lending rate, plus a premium. These base rates are primarily the London Interbank Offered Rate (“LIBOR”) and secondarily, the prime rate offered by one or more major United States banks (the “Prime Rate”) and the certificate of deposit (“CD”) rate or other base lending rates used by commercial lenders.
(2)	Represents a payment-in-kind security which may pay all or a portion of interest in additional par.
(3)	Unfunded or partially unfunded loan commitments. See Note 1G for description.
(4)	This Senior Loan will settle after October 31, 2009, at which time the interest rate will be determined.
(5)	Currently the issuer is in default with respect to interest payments.
(6)	Defaulted matured security.
(7)	Security valued at fair value using methods determined in good faith by or at the direction of the Trustees.
(8)	Security exempt from registration under Regulation S of the Securities Act of 1933, which exempts from registration securities offered and sold outside the United States. Security may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933.
(9)	Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be sold in transactions exempt from registration, normally to qualified institutional buyers. At October 31, 2009, the aggregate value of these securities is $7,100,799 or 0.2% of the Portfolio’s net assets.
(10)	Variable rate security. The stated interest rate represents the rate in effect at October 31, 2009.
(11)	Non-income producing security.
(12)	Restricted security (see Note 5).
(13)	Affiliated investment company available to Eaton Vance portfolios and funds which invests in high quality, U.S. dollar denominated money market instruments. The rate shown is the annualized seven-day yield as of October 31, 2009.

See notes to financial statements

35

Floating Rate Portfolioas of October 31, 2009

FINANCIAL STATEMENTS

Statement of Assets and Liabilities

As of October 31, 2009
Assets
Unaffiliated investments, at value (identified cost, $4,560,852,103)	$	4,185,263,584
Affiliated investment, at value (identified cost, $165,515,197)		165,515,197
Foreign currency, at value (identified cost, $22,498,571)		22,456,682
Interest receivable		15,386,380
Receivable for investments sold		38,387,913
Receivable for open forward foreign currency exchange contracts		1,219,097
Receivable for closed swap contracts		73,813
Prepaid expenses		186,528
Total assets	$	4,428,489,194
Liabilities
Payable for investments purchased	$	131,259,920
Payable for open forward foreign currency exchange contracts		414,446
Payable to affiliates:
Investment adviser fee		1,903,571
Trustees’ fees		4,208
Accrued expenses		566,981
Total liabilities	$	134,149,126
Net Assets applicable to investors’ interest in Portfolio	$	4,294,340,068
Sources of Net Assets
Net proceeds from capital contributions and withdrawals	$	4,668,753,430
Net unrealized depreciation		(374,413,362	)
Total	$	4,294,340,068

Statement of Operations

For the Year Ended
October 31, 2009
Investment Income
Interest	$	209,771,896
Dividends		4,840
Interest allocated from affiliated investment		1,053,523
Expenses allocated from affiliated investment		(898,921	)
Total investment income	$	209,931,338
Expenses
Investment adviser fee	$	17,642,597
Trustees’ fees and expenses		50,500
Custodian fee		770,672
Legal and accounting services		1,100,565
Interest expense and fees		674,120
Miscellaneous		247,483
Total expenses	$	20,485,937
Deduct —
Reduction of custodian fee	$	5,743
Total expense reductions	$	5,743
Net expenses	$	20,480,194
Net investment income	$	189,451,144
Realized and Unrealized Gain (Loss)
Net realized gain (loss) —
Investment transactions	$	(183,759,510	)
Swap contracts		332,259
Foreign currency and forward foreign currency exchange contract transactions		(30,966,324	)
Net realized loss	$	(214,393,575	)
Change in unrealized appreciation (depreciation) —
Investments	$	966,507,229
Foreign currency and forward foreign currency exchange contracts		(6,686,629	)
Net change in unrealized appreciation (depreciation)	$	959,820,600
Net realized and unrealized gain	$	745,427,025
Net increase in net assets from operations	$	934,878,169

See notes to financial statements

36

Floating Rate Portfolioas of October 31, 2009

FINANCIAL STATEMENTS CONT’D

Statements of Changes in Net Assets

Increase (Decrease)	Year Ended			Year Ended
in Net Assets	October 31, 2009			October 31, 2008
From operations —
Net investment income	$	189,451,144		$	300,321,531
Net realized loss from investment transactions, swap contracts, and foreign currency and forward foreign currency exchange contract transactions		(214,393,575	)		(60,661,120	)
Net change in unrealized appreciation (depreciation) from investments, swap contracts, foreign currency and forward foreign currency exchange contracts		959,820,600			(1,233,858,485	)
Net increase (decrease) in net assets from operations	$	934,878,169		$	(994,198,074	)
Capital transactions —
Contributions	$	1,462,810,319		$	1,218,146,557
Withdrawals		(1,159,558,768	)		(4,019,337,678	)
Net increase (decrease) in net assets from capital transactions	$	303,251,551		$	(2,801,191,121	)
Net increase (decrease) in net assets	$	1,238,129,720		$	(3,795,389,195	)
Net Assets
At beginning of year	$	3,056,210,348		$	6,851,599,543
At end of year	$	4,294,340,068		$	3,056,210,348

See notes to financial statements

37

Floating Rate Portfolioas of October 31, 2009

FINANCIAL STATEMENTS CONT’D

Supplementary Data

	Year Ended October 31,
	2009			2008			2007			2006			2005
Ratios/Supplemental Data
Ratios (as a percentage of average daily net assets):
Expenses(1)		0.61	%		0.70	%		0.58	%		0.54	%		0.54	%
Net investment income		5.41	%		6.50	%		6.94	%		6.44	%		4.68	%
Portfolio Turnover		35	%		7	%		61	%		50	%		57	%
Total Return		27.54	%		(22.24	)%		4.62	%		6.36	%		4.77	%
Net assets, end of year (000’s omitted)	$	4,294,340		$	3,056,210		$	6,851,600		$	7,430,493		$	6,506,058

(1) Excludes the effect of custody fee credits, if any, of less than 0.005%.

See notes to financial statements

38

Floating Rate Portfolioas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS

1Significant Accounting Policies

Floating Rate Portfolio (the Portfolio) is a New York trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as a diversified, open-end management investment company. The Portfolio’s investment objective is to provide a high level of current income. The Declaration of Trust permits the Trustees to issue interests in the Portfolio. At October 31, 2009, Eaton Vance Floating-Rate Fund, Eaton Vance Strategic Income Fund, Eaton Vance Floating-Rate & High Income Fund, Eaton Vance Diversified Income Fund and Eaton Vance Low Duration Fund held an interest of 65.8%, 16.5%, 12.6%, 2.4% and 0.8%, 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 source of authoritative accounting principles applied in the preparation of the Portfolio’s financial statements is the Financial Accounting Standards Board (FASB) Accounting Standards Codification (the Codification), which superseded existing non-Securities and Exchange Commission accounting and reporting standards for interim and annual reporting periods ending after September 15, 2009. The adoption of the Codification for the current reporting period did not impact the Portfolio’s application of generally accepted accounting principles.

AInvestment Valuation — Interests in senior floating-rate loans (Senior Loans) for which reliable market quotations are readily available are valued generally at the average mean of bid and ask quotations obtained from a third party pricing service. Other Senior Loans are valued at fair value by the investment adviser under procedures approved by the Trustees. In fair valuing a Senior Loan, the investment adviser utilizes one or more of the valuation techniques described in (i) through (iii) below to assess the likelihood that the borrower will make a full repayment of the loan underlying such Senior Loan relative to yields on other Senior Loans issued by companies of comparable credit quality. If the investment adviser believes that there is a reasonable likelihood of full repayment, the investment adviser will determine fair value using a matrix pricing approach that considers the yield on the Senior Loan. If the investment adviser believes there is not a reasonable likelihood of full repayment, the investment adviser will determine fair value using analyses that include, but are not limited to: (i) a comparison of the value of the borrower’s outstanding equity and debt to that of comparable public companies; (ii) a discounted cash flow analysis; or (iii) when the investment adviser believes it is likely that a borrower will be liquidated or sold, an analysis of the terms of such liquidation or sale. In certain cases, the investment adviser will use a combination of analytical methods to determine fair value, such as when only a

portion of a borrower’s assets are likely to be sold. In conducting its assessment and analyses for purposes of determining fair value of a Senior Loan, the investment adviser will use its discretion and judgment in considering and appraising relevant factors. Fair value determinations are made by the portfolio managers of the Portfolio based on information available to such managers. The portfolio managers of other funds managed by the investment adviser that invest in Senior Loans may not possess the same information about a Senior Loan borrower as the portfolio managers of the Portfolio. At times, the fair value of a Senior Loan determined by the portfolio managers of other funds managed by the investment adviser that invest in Senior Loans may vary from the fair value of the same Senior Loan determined by the portfolio managers of the Portfolio. The fair value of each Senior Loan is periodically reviewed and approved by the investment adviser’s Valuation Committee and by the Trustees based upon procedures approved by the Trustees. Junior Loans are valued in the same manner as Senior Loans.

Debt obligations (including short-term obligations with a remaining maturity of more than sixty days) will normally be valued on the basis of quotations provided by third party pricing services. The pricing services will use various techniques that consider factors including, but not limited to, reported trades or dealer quotations, prices or yields of securities with similar characteristics, benchmark yields, broker/dealer quotes, 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. 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. Forward foreign currency exchange contracts are generally valued at the mean of the average bid and average asked prices that are reported by currency dealers to a third party pricing service at the valuation time. Such third party pricing service valuations are supplied for specific settlement periods and the Portfolio’s forward foreign currency exchange contracts are valued at an interpolated rate

39

Floating Rate Portfolioas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

between the closest preceding and subsequent settlement period reported by the third party pricing service. Credit default swaps are normally valued using valuations provided by a third party pricing service. The pricing services employ electronic data processing techniques to determine the present value based on credit spread quotations obtained from broker/dealers and expected default recovery rates determined by the pricing service using proprietary models. Foreign securities and currencies are valued in U.S. dollars, based on foreign currency exchange rate quotations supplied by a third party pricing service. The pricing service uses a proprietary model to determine the exchange rate. Inputs to the model include reported trades and implied bid/ask spreads. 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.

The Portfolio may invest in Cash Management Portfolio (Cash Management), an affiliated investment company managed by Boston Management and Research (BMR), a subsidiary of Eaton Vance Management (EVM). Cash Management generally values its investment securities utilizing the amortized cost valuation technique permitted by Rule 2a-7 of the 1940 Act, pursuant to which Cash Management must comply with certain conditions. This technique involves initially valuing a portfolio security at its cost and thereafter assuming a constant amortization to maturity of any discount or premium. If amortized cost is determined not to approximate fair value, Cash Management may value its investment securities in the same manner as debt obligations described above.

BInvestment 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.

CIncome — Interest income is recorded on the basis of interest accrued, adjusted for amortization of premium or accretion of discount. Fees associated with loan amendments are recognized immediately. Dividend income is recorded on the ex-dividend date for dividends received in cash and/or securities.

DFederal 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 October 31, 2009, the Portfolio had no uncertain tax positions that would require financial statement recognition, de-recognition, or disclosure. Each of the Portfolio’s federal tax returns filed in the 3-year period ended October 31, 2009 remains subject to examination by the Internal Revenue Service.

EExpense 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.

FForeign Currency Translation — Investment valuations, other assets, and liabilities initially expressed in foreign currencies are translated each business day into U.S. dollars based upon current exchange rates. Purchases and sales of foreign investment securities and income and expenses denominated in foreign currencies are translated into U.S. dollars based upon currency exchange rates in effect on the respective dates of such transactions. Recognized gains or losses on investment transactions attributable to changes in foreign currency exchange rates are recorded for financial statement purposes as net realized gains and losses on investments. That portion of unrealized gains and losses on investments that results from fluctuations in foreign currency exchange rates is not separately disclosed.

40

Floating Rate Portfolioas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

GUnfunded Loan Commitments — The Portfolio may enter into certain credit agreements all or a portion of which may be unfunded. The Portfolio is obligated to fund these commitments at the borrower’s discretion. These commitments are disclosed in the accompanying Portfolio of Investments.

HUse 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.

IIndemnifications — 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.

JForward Foreign Currency Exchange Contracts — The Portfolio may enter into forward foreign currency exchange contracts for the purchase or sale of a specific foreign currency at a fixed price on a future date. The Portfolio may enter into forward contracts for hedging purposes as well as non-hedging purposes. The forward foreign currency exchange contracts are adjusted by the daily exchange rate of the underlying currency and any gains or losses are recorded as unrealized until such time as the contracts have been closed or offset by another contract with the same broker for the same settlement date and currency. Risks may arise upon entering these contracts from the potential inability of counterparties to meet the terms of their contracts and from movements in the value of a foreign currency relative to the U.S. dollar.

KCredit Default Swaps — The Portfolio may enter into credit default swap contracts to manage its credit risk, to gain exposure to a credit in which the Portfolio may

otherwise invest, or to enhance return. When the Portfolio is the buyer of a credit default swap contract, the Portfolio is entitled to receive the par (or other agreed-upon) value of a referenced debt obligation (or basket of debt obligations) from the counterparty to the contract if a credit event by a third party, such as a U.S. or foreign corporate issuer or sovereign issuer, on the debt obligation occurs. In return, the Portfolio pays the counterparty a periodic stream of payments over the term of the contract provided that no credit event has occurred. If no credit event occurs, the Portfolio would have spent the stream of payments and received no benefits from the contract. When the Portfolio is the seller of a credit default swap contract, it receives the stream of payments, but is obligated to pay to the buyer of the protection an amount up to the notional amount of the swap and in certain instances take delivery of securities of the reference entity upon the occurrence of a credit event, as defined under the terms of that particular swap agreement. Credit events are contract specific but may include bankruptcy, failure to pay, restructuring, obligation acceleration and repudiation/moratorium. If the Portfolio is a seller of protection and a credit event occurs, the maximum potential amount of future payments that the Portfolio could be required to make would be an amount equal to the notional amount of the agreement. This potential amount would be partially offset by any recovery value of the respective referenced obligation, or net amount received from the settlement of a buy protection credit default swap agreement entered into by the Portfolio for the same referenced obligation. As the seller, the Portfolio effectively adds leverage to its portfolio because, in addition to its total net assets, the Portfolio is subject to investment exposure on the notional amount of the swap. The interest fee paid or received on the swap contract, which is based on a specified interest rate on a fixed notional amount, is accrued daily as a component of unrealized appreciation (depreciation) and is recorded as realized gain upon receipt or realized loss upon payment. The Portfolio also records an increase or decrease to unrealized appreciation (depreciation) in an amount equal to the daily valuation. Upfront payments or receipts, if any, are recorded as other assets or other liabilities, respectively, and amortized over the life of the swap contract as realized gains or losses. The Portfolio segregates assets in the form of cash or liquid securities in an amount equal to the notional amount of the credit default swaps of which it is the seller. The Portfolio segregates assets in the form of cash or liquid securities in an amount equal to any unrealized depreciation of the credit default swaps of which it is the buyer, marked to market on a daily basis. These transactions involve certain risks, including the risk that the seller may be unable to fulfill the transaction.

41

Floating Rate Portfolioas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

2Investment Adviser Fee and Other Transactions with Affiliates

The investment adviser fee is earned by BMR as compensation for investment advisory services rendered to the Portfolio. Pursuant to the investment advisory agreement and subsequent fee reduction agreement between the Portfolio and BMR, the fee is computed at an annual rate 0.575% of the Portfolio’s average daily net assets up to $1 billion, 0.525% from $1 billion up to 2 billion, 0.500% from $2 billion up to $5 billion, 0.480% from $5 billion up to $10 billion and 0.460% of average daily net assets of $10 billion or more, and is payable monthly. The fee reduction cannot be terminated without the consent of the Trustees and shareholders. The portion of the adviser fee payable by Cash Management on the Portfolio’s investment of cash therein is credited against the Portfolio’s investment adviser fee. For the year ended October 31, 2009, the Portfolio’s investment adviser fee totaled $18,492,605 of which $850,008 was allocated from Cash Management and $17,642,597 was paid or accrued directly by the Portfolio. For the year ended October 31, 2009, the Portfolio’s investment adviser fee, including the portion allocated from Cash Management, was 0.53% of the Portfolio’s average daily net assets.

Except for Trustees of the Portfolio who are not members of EVM’s or BMR’s organizations, officers and Trustees receive remuneration for their services to the Portfolio out of the investment adviser fee. Trustees of the Portfolio who are not affiliated with the investment adviser may elect to defer receipt of all or a percentage of their annual fees in accordance with the terms of the Trustees Deferred Compensation Plan. For the year ended October 31, 2009, no significant amounts have been deferred. Certain officers and Trustees of the Portfolio are officers of the above organizations.

3Purchases and Sales of Investments

Purchases and sales of investments, other than short-term obligations and including maturities and principal repayments on Senior Loans, aggregated $1,536,345,479 and $1,181,885,322, respectively, for the year ended October 31, 2009.

4Federal Income Tax Basis of Investments

The cost and unrealized appreciation (depreciation) of investments of the Portfolio at October 31, 2009, as determined on a federal income tax basis, were as follows:

Aggregate cost	$	4,726,827,921
Gross unrealized appreciation	$	59,241,865
Gross unrealized depreciation		(435,291,005	)
Net unrealized depreciation	$	(376,049,140	)

The net unrealized appreciation on foreign currency at October 31, 2009 on federal income tax basis was $1,175,157.

5Restricted Securities

At October 31, 2009, the Portfolio owned the following securities (representing less than 0.1% of net assets) which were restricted as to public resale and not registered under the Securities Act of 1933 (excluding Rule 144A securities). The Portfolio has various registration rights (exercisable under a variety of circumstances) with respect to these securities. The value of these securities is determined based on valuations provided by brokers when available, or if not available, they are valued at fair value using methods determined in good faith by or at the direction of the Trustees.

	Date of
Description	Acquisition		Shares		Cost			Value
Common Stocks
Environmental Systems Products Holdings, Inc.		10/25/07		2,484	$	0	(1)	$	34,602
Preferred Stocks
Environmental Systems Products Holdings, Inc., Series A		10/25/07		1,138	$	19,915		$	91,040
Hayes Lemmerz International, Inc., Series A, Convertible		6/23/03		350		17,500			91
Total Restricted Securities					$	37,415		$	125,733

(1) Less than $0.50.

6Financial Instruments

The Portfolio may trade in financial instruments with off-balance sheet risk in the normal course of its investing activities. These financial instruments may include forward foreign currency exchange 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 do 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.

42

Floating Rate Portfolioas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

A summary of obligations under these financial instruments at October 31, 2009 is as follows:

Forward Foreign Currency Exchange Contracts
Sales
			Net Unrealized
			Appreciation
Settlement Date	Deliver	In Exchange For	(Depreciation)
11/30/09	British Pound Sterling 60,847,811	United States Dollar 99,434,451	$	(414,446	)
11/30/09	Euro 192,194,065	United States Dollar 283,880,243		1,054,981
11/30/09	Euro 2,715,000	United States Dollar 4,070,844		75,556
11/30/09	Euro 2,655,000	United States Dollar 3,973,367		66,373
11/30/09	Swiss Franc 13,619,589	United States Dollar 13,300,380		22,187
			$	804,651

At October 31, 2009, the Portfolio had sufficient cash and/or securities to cover commitments under these contracts.

The Portfolio adopted FASB Statement of Financial Accounting Standards No. 161 (FAS 161), “Disclosures about Derivative Instruments and Hedging Activities”, (currently FASB Accounting Standards Codification (ASC) 815-10), effective May 1, 2009. Such standard requires enhanced disclosures about an entity’s derivative and hedging activities, including qualitative disclosures about the objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of and gains and losses on derivative instruments, and disclosures about credit-risk related contingent features in derivative instruments. The disclosure below includes additional information as a result of implementing FAS 161.

The Portfolio is subject to foreign exchange risk in the normal course of pursuing its investment objective. Because the Portfolio holds foreign currency denominated investments, the value of these investments and related receivables and payables may change due to future changes in foreign currency exchange rates. To hedge against this risk, the Portfolio may enter into forward foreign currency exchange contracts. The Portfolio may also enter into such contracts to hedge currency risk of investments it anticipates purchasing.

The forward foreign currency exchange contracts in which the Portfolio invests are subject to the risk that the counterparty to the contract fails to perform its obligations under the contract. At October 31, 2009, the maximum amount of loss the Portfolio would incur due to counterparty risk was $1,219,097, representing the fair value of such derivatives in an asset position.

The fair value of derivative instruments (not considered to be hedging instruments for accounting disclosure purposes) and whose primary underlying risk exposure is foreign exchange risk at October 31, 2009 was as follows:

	Fair Value
Derivative	Asset Derivatives			Liability Derivatives
Forward foreign currency exchange contracts	$	1,219,097(1	)	$	(414,446	)(2)

(1)	Statement of Assets and Liabilities location: Receivable for open forward foreign currency exchange contracts and Net unrealized depreciation.
(2)	Statement of Assets and Liabilities location: Payable for open forward foreign currency exchange contracts and Net unrealized depreciation.

The effect of derivative instruments (not considered to be hedging instruments for accounting disclosure purposes) on the Statement of Operations and whose primary underlying risk exposure is foreign exchange risk for the six months ended October 31, 2009 was as follows:

				Change in
				Unrealized
	Realized Gain			Appreciation
	(Loss) on			(Depreciation) on
	Derivatives			Derivatives
	Recognized in			Recognized in
Derivative	Income			Income
Forward foreign currency exchange contracts	$	(33,309,680	)(1)	$	2,948,048	(2)

(1)	Statement of Operations location: Net realized gain (loss) – Foreign currency and forward foreign currency exchange contracts transactions.
(2)	Statement of Operations location: Change in unrealized appreciation (depreciation) – Foreign currency and forward foreign currency exchange contracts.

The average notional amount of forward foreign currency exchange contracts outstanding during the six months ended October 31, 2009, which is indicative of the volume of this derivative type, was approximately $321,857,000.

7Line of Credit

The Portfolio participates with other portfolios and funds managed by EVM and its affiliates in a $450 million ($1 billion prior to March 23, 2009) 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 a prime rate or an amount above either The London Interbank Offered Rate (LIBOR) or the Federal Funds rate. In addition, a fee computed at an annual rate of 0.15% (0.08% prior to March 23, 2009) on the daily unused portion of the line of credit is allocated among the participating portfolios and funds at the end of

43

Floating Rate Portfolioas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

each quarter. Average borrowings and average interest rate for the year ended October 31, 2009 were $7,369,910 and 1.76%, respectively.

8Risks Associated with Foreign Investments

Investing in securities issued by companies whose principal business activities are outside the United States may involve significant risks not present in domestic investments. For example, there is generally less publicly available information about foreign companies, particularly those not subject to the disclosure and reporting requirements of the U.S. securities laws. Certain foreign issuers are generally not bound by uniform accounting, auditing, and financial reporting requirements and standards of practice comparable to those applicable to domestic issuers. Investments in foreign securities also involve the risk of possible adverse changes in investment or exchange control regulations, expropriation or confiscatory taxation, limitation on the removal of funds or other assets of the Portfolio, political or financial instability or diplomatic and other developments which could affect such investments. Foreign securities markets, while growing in volume and sophistication, are generally not as developed as those in the United States, and securities of some foreign issuers (particularly those located in developing countries) may be less liquid and more volatile than securities of comparable U.S. companies. In general, there is less overall governmental supervision and regulation of foreign securities markets, broker-dealers and issuers than in the United States.

9Concentration of Credit Risk

The Portfolio invests primarily in below investment grade floating-rate loans and floating-rate debt obligations, which are considered speculative because of the credit risk of their issuers. Changes in economic conditions or other circumstances are more likely to reduce the capacity of issuers of these securities to make principal and interest payments. Such companies are more likely to default on their payments of interest and principal owed than issuers of investment grade bonds. An economic downturn generally leads to a higher non-payment rate, and a loan or other debt obligation may lose significant value before a default occurs. Lower rated investments also may be subject to greater price volatility than higher rated investments. Moreover, the specific collateral used to secure a loan may decline in value or become illiquid, which would adversely affect the loan’s value.

10Fair Value Measurements

The Portfolio adopted FASB Statement of Financial Accounting Standards No. 157 (FAS 157), “Fair Value Measurements”, (currently FASB ASC 820-10), effective November 1, 2008. Such standard established a three-tier

hierarchy to prioritize the assumptions, referred to as inputs, used in valuation techniques to measure fair value. The three-tier hierarchy of inputs is summarized in the three broad levels listed below.

•  Level 1 – quoted prices in active markets for identical investments

•  Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

•  Level 3 – significant unobservable inputs (including a fund’s own assumptions in determining the fair value of investments)

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

At October 31, 2009, the inputs used in valuing the Portfolio’s investments, which are carried at value, were as follows:

	Quoted
	Prices in
	Active		Significant
	Markets for		Other		Significant
	Identical		Observable		Unobservable
	Assets		Inputs		Inputs
Asset Description	(Level 1)		(Level 2)		(Level 3)		Total
Senior Floating-Rate Interests (Less unfunded loan commitments)	$	—	$	4,142,913,761	$	6,829,221	$	4,149,742,982
Corporate Bonds & Notes		—		17,137,226		505,328		17,642,554
Asset-Backed Securities		—		6,408,531		—		6,408,531
Common Stocks		3,775		2,978,343		1,053,368		4,035,486
Preferred Stocks		—		91		91,040		91,131
Closed-End Investment Companies		44,040		—		—		44,040
Short-Term Investments		165,515,197		7,298,860		—		172,814,057
Total Investments	$	165,563,012	$	4,176,736,812	$	8,478,957	$	4,350,778,781
Forward Foreign Currency Exchange Contracts		—		1,219,097		—		1,219,097
Total	$	165,563,012	$	4,177,955,909	$	8,478,957	$	4,351,997,878

44

Floating Rate Portfolioas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

	Quoted
	Prices in
	Active		Significant
	Markets for		Other			Significant
	Identical		Observable			Unobservable
	Assets		Inputs			Inputs
Liability Description	(Level 1)		(Level 2)			(Level 3)		Total
	Quoted
	Prices in
	Active		Significant
	Markets for		Other			Significant
	Identical		Observable			Unobservable
	Assets		Inputs			Inputs
Liability Description	(Level 1)		(Level 2)			(Level 3)		Total
Forward Foreign Currency Exchange Contracts	$	—	$	(414,446	)	$	—	$	(414,446	)
Total	$	—	$	(414,446	)	$	—	$	(414,446	)

The following is a reconciliation of Level 3 assets for which significant unobservable inputs were used to determine fair value:

	Investments
	in Senior			Investments
	Floating-			in Corporate		Investments			Investments
	Rate			Bonds &		in Common			in Preferred
	Interests			Notes		Stocks			Stocks		Total
Balance as of October 31, 2008	$	6,914,981		$	107,680	$	0		$	26,140	$	7,048,801
Realized gains (losses)		(5,765,532	)		—		—			—		(5,765,532	)
Change in net unrealized appreciation (depreciation)*		4,804,968			60,573		(100,916	)		64,900		4,829,525
Net purchases (sales)		3,545,627			319,149		1,154,284			—		5,019,060
Accrued discount (premium)		23,796			17,926		—			—		41,722
Net transfers to (from) Level 3		(2,694,619	)		—		—			—		(2,694,619	)
Balance as of October 31, 2009	$	6,829,221		$	505,328	$	1,053,368		$	91,040	$	8,478,957
Change in net unrealized appreciation (depreciation) on investments still held as of October 31, 2009*	$	(4,188,186	)	$	60,573	$	(60,841	)	$	64,900	$	(4,123,554	)

* Amount is included in the related amount on investments in the Statement of Operations.

11Review for Subsequent Events

In connection with the preparation of the financial statements of the Portfolio as of and for the year ended October 31, 2009, events and transactions subsequent to October 31, 2009 through December 28, 2009, the date the financial statements were issued, have been evaluated by the Portfolio’s management for possible adjustment and/or disclosure. Management has not identified any subsequent events requiring financial statement disclosure as of the date these financial statements were issued.

45

Floating Rate Portfolioas of October 31, 2009

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Trustees and Investors of
Floating Rate Portfolio:

We have audited the accompanying statement of assets and liabilities of Floating Rate Portfolio (the “Portfolio”), including the portfolio of investments, as of October 31, 2009, 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 five years in the period then ended. These financial statements and supplementary data are the responsibility of the Portfolio’s management. Our responsibility is to express an opinion on these financial statements and supplementary data based on our audits.

We conducted our audits in accordance with the 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. The Portfolio is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Portfolio’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities and senior loans owned as of October 31, 2009, by correspondence with the custodian, brokers, and selling or agent banks; where replies were not received from brokers and selling or agent banks, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and supplementary data referred to above present fairly, in all material respects, the financial position of Floating Rate Portfolio as of October 31, 2009, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the supplementary data for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 28, 2009

46

Eaton Vance Floating-Rate 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 27, 2009, the Board, including a majority of the Independent Trustees, voted to approve continuation of existing advisory and sub-advisory agreements for the Eaton Vance Funds for an additional one-year period. In voting its approval, the Board relied upon the affirmative recommendation of the Contract Review Committee of the Board (formerly the Special Committee), which is a committee comprised exclusively of Independent Trustees. Prior to making its recommendation, the Contract Review Committee reviewed information furnished for a series of meetings of the Contract Review Committee held in February, March and April 2009. Such information included, among other things, the following:

Information about Fees, Performance and Expenses

•  An independent report comparing the advisory and related fees paid by each fund with fees paid by comparable funds;

•  An independent report comparing each fund’s total expense ratio and its components to comparable funds;

•  An independent report comparing the investment performance of each fund to the investment performance of comparable funds over various time periods;

•  Data regarding investment performance in comparison to relevant peer groups of funds and appropriate indices;

•  Comparative information concerning fees charged by each adviser for managing other mutual funds and institutional accounts using investment strategies and techniques similar to those used in managing the fund;

•  Profitability analyses for each adviser with respect to each fund;

Information about Portfolio Management

•  Descriptions of the investment management services provided to each fund, including the investment strategies and processes employed, and any changes in portfolio management processes and personnel;

•  Information concerning the allocation of brokerage and the benefits received by each adviser as a result of brokerage allocation, including information concerning the acquisition of research through “soft dollar” benefits received in connection with the funds’ brokerage, and the implementation of a soft dollar reimbursement program established with respect to the funds;

•  Data relating to portfolio turnover rates of each fund;

•  The procedures and processes used to determine the fair value of fund assets and actions taken to monitor and test the effectiveness of such procedures and processes;

Information about each Adviser

•  Reports detailing the financial results and condition of each adviser;

•  Descriptions of the qualifications, education and experience of the individual investment professionals whose responsibilities include portfolio management and investment research for the funds, and information relating to their compensation and responsibilities with respect to managing other mutual funds and investment accounts;

•  Copies of the Codes of Ethics of each adviser and its affiliates, together with information relating to compliance with and the administration of such codes;

•  Copies of or descriptions of each adviser’s proxy voting policies and procedures;

•  Information concerning the resources devoted to compliance efforts undertaken by each adviser and its affiliates on behalf of the funds (including descriptions of various compliance programs) and their record of compliance with investment policies and restrictions, including policies with respect to market-timing, late trading and selective portfolio disclosure, and with policies on personal securities transactions;

•  Descriptions of the business continuity and disaster recovery plans of each adviser and its affiliates;

Other Relevant Information

•  Information concerning the nature, cost and character of the administrative and other non-investment management services provided by Eaton Vance Management and its affiliates;

•  Information concerning management of the relationship with the custodian, subcustodians and fund accountants by each adviser or the funds’ administrator; and

•  The terms of each advisory agreement.

47

Eaton Vance Floating-Rate 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, 2009, the Board met eighteen times and the Contract Review Committee, the Audit Committee, the Governance Committee, the Portfolio Management Committee and the Compliance Reports and Regulatory Matters Committee, each of which is a Committee comprised solely of Independent Trustees, met seven, five, six, six and six times, respectively. At such meetings, the Trustees received, among other things, presentations by the portfolio managers and other investment professionals of each adviser relating to the investment performance of each fund and the investment strategies used in pursuing the fund’s investment objective.

For funds that invest through one or more underlying portfolios, the Board considered similar information about the portfolio(s) when considering the approval of advisory agreements. In addition, in cases where the fund’s investment adviser has engaged a sub-adviser, the Board considered similar information about the sub-adviser when considering the approval of any sub-advisory agreement.

The Contract Review Committee was assisted throughout the contract review process by Goodwin Procter LLP, legal counsel for the Independent Trustees. The members of the Contract Review Committee relied upon the advice of such counsel and their own business judgment in determining the material factors to be considered in evaluating each advisory and sub-advisory agreement and the weight to be given to each such factor. The conclusions reached with respect to each advisory and sub-advisory agreement were based on a comprehensive evaluation of all the information provided and not any single factor. Moreover, each member of the Contract Review Committee may have placed varying emphasis on particular factors in reaching conclusions with respect to each advisory and sub-advisory agreement.

Results of the Process

Based on its consideration of the foregoing, and such other information as it deemed relevant, including the factors and conclusions described below, the Contract Review Committee concluded that the continuance of the investment advisory agreement of Floating Rate Portfolio (the “Portfolio”), the portfolio in which Eaton Vance Floating-Rate Fund (the “Fund”) invests, with Boston Management and Research (the “Adviser”), including the fee structure, is in the interests of shareholders and, therefore, the Contract Review Committee recommended to the Board approval of the agreement. The Board accepted the recommendation of the Contract Review Committee as well as the factors considered and conclusions reached by the Contract Review Committee with respect to the agreement. Accordingly, the Board, including a majority of the Independent Trustees, voted to approve continuation of the investment advisory agreement for the Portfolio.

Nature, Extent and Quality of Services

In considering whether to approve the investment advisory agreement of the Portfolio, the Board evaluated the nature, extent and quality of services provided to the Portfolio by the Adviser.

The Board considered the Adviser’s management capabilities and investment process with respect to the types of investments held by the Portfolio, including the education, experience and number of its investment professionals and other personnel who provide portfolio management, investment research, and similar services to the Portfolio. In particular, the Board evaluated the experience and abilities of such personnel in analyzing factors such as the special considerations relevant to investing in senior floating-rate loans. Specifically, the Board noted the experience of the Adviser’s large group of bank loan investment professionals and other personnel who provide services to the Portfolio, including portfolio managers and analysts. The Board also took into account the resources dedicated to portfolio management and other services, including the compensation paid to recruit and retain investment personnel, and the time and attention devoted to the Portfolio by senior management.

The Board also reviewed the compliance programs of the Adviser and relevant affiliates thereof. Among other matters, the Board considered compliance and reporting matters relating to personal trading by investment personnel, selective disclosure of portfolio holdings, late trading, frequent trading, portfolio valuation, business continuity and the allocation of investment opportunities. The Board also evaluated the responses of the Adviser and its affiliates to requests from regulatory authorities such as the Securities and Exchange Commission and the Financial Industry Regulatory Authority.

The Board considered shareholder and other administrative services provided or managed by Eaton Vance Management and its affiliates, including transfer agency and accounting services. The Board evaluated the benefits to shareholders of investing in a fund that is a part of a large family of funds, including the ability, in many cases, to exchange an investment among different funds without incurring additional sales charges.

The Board considered the Adviser’s recommendations for Board action and other steps taken in response to the unprecedented dislocations experienced in the capital markets over recent periods, including sustained periods of high volatility, credit disruption and

48

Eaton Vance Floating-Rate Fund

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

government intervention. In particular, the Board considered the Adviser’s efforts and expertise with respect to each of the following matters as they relate to the Fund and/or other funds within the Eaton Vance family of funds: (i) negotiating and maintaining the availability of bank loan facilities and other sources of credit used for investment purposes or to satisfy liquidity needs; (ii) establishing the fair value of securities and other instruments held in investment portfolios during periods of market volatility and issuer-specific disruptions; and (iii) the ongoing monitoring of investment management processes and risk controls.

After consideration of the foregoing factors, among others, the Board concluded that the nature, extent and quality of services provided by the Adviser, taken as a whole, are appropriate and consistent with the terms of the investment advisory agreement.

Fund Performance

The Board compared the Fund’s investment performance to a relevant universe of similarly managed funds identified by an independent data provider and appropriate benchmark indices. The Board reviewed comparative performance data for the one-, three- and five-year periods ended September 30, 2008 for the Fund. The Board concluded that the performance of the Fund was satisfactory.

Management Fees and Expenses

The Board reviewed contractual investment advisory fee rates, including any administrative fee rates, payable by the Portfolio and the Fund (referred to collectively as “management fees”). As part of its review, the Board considered the management fees and the Fund’s total expense ratio for the year ended September 30, 2008, as compared to a group of similarly managed funds selected by an independent data provider.

After reviewing the foregoing information, and in light of the nature, extent and quality of the services provided by the Adviser, the Board concluded that the management fees charged for advisory and related services and the Fund’s total expense ratio are reasonable.

Profitability

The Board reviewed the level of profits realized by the Adviser and relevant affiliates thereof in providing investment advisory and administrative services to the Fund, 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.

The Board concluded that, in light of the foregoing factors and the nature, extent and quality of the services rendered, the profits realized by the Adviser and its affiliates are reasonable.

Economies of Scale

In reviewing management fees and profitability, the Board also considered the extent to which the Adviser and its affiliates, on the one hand, and the Fund, on the other hand, can expect to realize benefits from economies of scale as the assets of the Fund and 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.

49

Eaton Vance Floating-Rate Fund

MANAGEMENT AND ORGANIZATION

Fund Management. The Trustees of Eaton Vance Mutual Funds Trust (the Trust), and Floating Rate 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 Two International Place, Boston, Massachusetts 02110. 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, “Parametric” refers to Parametric Portfolio Associates LLC and “EVD” refers to Eaton Vance Distributors, Inc. EVC and EV are the corporate parent and trustee, respectively, of EVM and BMR. EVD is the Fund’s principal underwriter, the Portfolio’s placement agent and a wholly-owned subsidiary of EVC. Each officer affiliated with Eaton Vance may hold a position with other Eaton Vance affiliates that is comparable to his or her position with EVM listed below.

	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
Thomas E. Faust Jr. 5/31/58	Trustee and President of the Trust	Trustee since 2007 and President of the Trust since 2002	Chairman, Chief Executive Officer and President of EVC, Director and President of EV, Chief Executive Officer and President of EVM and BMR, and Director of EVD. Trustee and/or officer of 176 registered investment companies and 4 private investment companies managed by EVM or BMR. Mr. Faust is an interested person because of his positions with EVM, BMR, EVD, EVC and EV, which are affiliates of the Trust and Portfolio.		176	Director of EVC
Noninterested Trustees
Benjamin C. Esty 1/2/63	Trustee	Since 2005	Roy and Elizabeth Simmons Professor of Business Administration and Finance Unit Head, Harvard University Graduate School of Business Administration.		176	None
Allen R. Freedman 4/3/40	Trustee	Since 2007	Former Chairman (2002-2004) and a Director (1983-2004) of Systems & Computer Technology Corp. (provider of software to higher education). Formerly, a Director of Loring Ward International (fund distributor) (2005-2007). Formerly, Chairman and a Director of Indus International, Inc. (provider of enterprise management software to the power generating industry) (2005-2007).		176	Director of Assurant, Inc. (insurance provider) and Stonemor Partners, L.P. (owner and operator of cemeteries)
William H. Park 9/19/47	Trustee	Since 2003	Vice Chairman, Commercial Industrial Finance Corp. (specialty finance company) (since 2006). Formerly, President and Chief Executive Officer, Prizm Capital Management, LLC (investment management firm) (2002-2005).		176	None
Ronald A. Pearlman 7/10/40	Trustee	Since 2003	Professor of Law, Georgetown University Law Center.		176	None
Helen Frame Peters 3/22/48	Trustee	Since 2008	Professor of Finance, Carroll School of Management, Boston College. Adjunct Professor of Finance, Peking University, Beijing, China (since 2005).		176	Director of BJ’s Wholesale Club, Inc. (wholesale club retailer)
Heidi L. Steiger 7/8/53	Trustee	Since 2007	Managing Partner, Topridge Associates LLC (global wealth management firm) (since 2008); Senior Advisor (since 2008), President (2005-2008), Lowenhaupt Global Advisors, LLC (global wealth management firm). Formerly, President and Contributing Editor, Worth Magazine (2004-2005). Formerly, Executive Vice President and Global Head of Private Asset Management (and various other positions), Neuberger Berman (investment firm) (1986-2004).		176	Director of Nuclear Electric Insurance Ltd. (nuclear insurance provider), Aviva USA (insurance provider) and CIFG (family of financial guaranty companies) and Advisory Director of Berkshire Capital Securities LLC (private investment banking firm)

50

Eaton Vance Floating-Rate Fund

MANAGEMENT AND ORGANIZATION CONT’D

	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
Noninterested Trustees (continued)
Lynn A. Stout 9/14/57	Trustee	Of the Trust since 1998 and of the Portfolio since 2000	Paul Hastings Professor of Corporate and Securities Law (since 2006) and Professor of Law (2001-2006), University of California at Los Angeles School of Law.		176	None
Ralph F. Verni 1/26/43	Chairman of the Board and Trustee	Chairman of the Board since 2007 and Trustee since 2005	Consultant and private investor.		176	None

Principal Officers who are not Trustees

	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
William H. Ahern, Jr. 7/28/59	Vice President of the Trust	Since 1995	Vice President of EVM and BMR. Officer of 76 registered investment companies managed by EVM or BMR.
John R. Baur 2/10/70	Vice President of the Trust	Since 2008	Vice President of EVM and BMR. Previously, attended Johnson Graduate School of Management, Cornell University (2002-2005), and prior thereto he was an Account Team Representative in Singapore for Applied Materials, Inc. Officer of 35 registered investment companies managed by EVM or BMR.
Michael A. Cirami 12/24/75	Vice President of the Trust	Since 2008	Vice President of EVM and BMR. Officer of 35 registered investment companies managed by EVM or BMR.
Cynthia J. Clemson 3/2/63	Vice President of the Trust	Since 2005	Vice President of EVM and BMR. Officer of 92 registered investment companies managed by EVM or BMR.
Charles B. Gaffney 12/4/72	Vice President of the Trust	Since 2007	Director of Equity Research and Vice President of EVM and BMR. Officer of 32 registered investment companies managed by EVM or BMR.
Christine M. Johnston 11/9/72	Vice President of the Trust	Since 2007	Vice President of EVM and BMR. Officer of 37 registered investment companies managed by EVM or BMR.
Aamer Khan 6/7/60	Vice President of the Trust	Since 2005	Vice President of EVM and BMR. Officer of 35 registered investment companies managed by EVM or BMR.
Thomas H. Luster 4/8/62	Vice President of the Trust	Since 2006	Vice President of EVM and BMR. Officer of 54 registered investment companies managed by EVM or BMR.
Robert B. MacIntosh 1/22/57	Vice President of the Trust	Since 1998	Vice President of EVM and BMR. Officer of 91 registered investment companies managed by EVM or BMR.
Scott H. Page 11/30/59	President of the Portfolio	Since 2007	Vice President of EVM and BMR. Officer of 11 registered investment companies managed by EVM or BMR.
Jeffrey A. Rawlins 10/6/61	Vice President of the Trust	Since 2009	Vice President of EVM and BMR. Previously, a Managing Director of the Fixed Income Group at State Street Research and Management (1989-2005). Officer of 31 registered investment companies managed by EVM or BMR.
Duncan W. Richardson 10/26/57	Vice President of the Trust	Since 2001	Director of EVC and Executive Vice President and Chief Equity Investment Officer of EVC, EVM and BMR. Officer of 82 registered investment companies managed by EVM or BMR.
Craig P. Russ 10/30/63	Vice President of the Portfolio	Since 2007	Vice President of EVM and BMR. Officer of 6 registered investment companies managed by EMV or BMR.
Judith A. Saryan 8/21/54	Vice President of the Trust	Since 2003	Vice President of EVM and BMR. Officer of 51 registered investment companies managed by EVM or BMR.

51

Eaton Vance Floating-Rate Fund

MANAGEMENT AND ORGANIZATION CONT’D

	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
Principal Officers who are not Trustees (continued)
Susan Schiff 3/13/61	Vice President of the Trust	Since 2002	Vice President of EVM and BMR. Officer of 37 registered investment companies managed by EVM or BMR.
Thomas Seto 9/27/62	Vice President of the Trust	Since 2007	Vice President and Director of Portfolio Management of Parametric. Officer of 32 registered investment companies managed by EVM or BMR.
David M. Stein 5/4/51	Vice President of the Trust	Since 2007	Managing Director and Chief Investment Officer of Parametric. Officer of 32 registered investment companies managed by EVM or BMR.
Dan R. Strelow 5/27/59	Vice President of the Trust	Since 2009	Vice President of EVM and BMR since 2005. Previously, a Managing Director (since 1988) and Chief Investment Officer (since 2001) of the Fixed Income Group at State Street Research and Management. Officer of 31 registered investment companies managed by EVM or BMR.
Mark S. Venezia 5/23/49	Vice President of the Trust	Since 2007	Vice President of EVM and BMR. Officer of 38 registered investment companies managed by EVM or BMR.
Adam A. Weigold 3/22/75	Vice President of the Trust	Since 2007	Vice President of EVM and BMR. Officer of 69 registered investment companies managed by EVM or BMR.
Barbara E. Campbell 6/19/57	Treasurer	Treasurer of the Trust since 2005 and of the Portfolio since 2008	Vice President of EVM and BMR. Officer of 176 registered investment companies managed by EVM or BMR.
Maureen A. Gemma 5/24/60	Secretary and Chief Legal Officer	Secretary since 2007 and Chief Legal Officer since 2008	Vice President of EVM and BMR. Officer of 176 registered investment companies managed by EVM or BMR.
Paul M. O’Neil 7/11/53	Chief Compliance Officer	Since 2004	Vice President of EVM and BMR. Officer of 176 registered investment companies managed by EVM or BMR.

(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 on Eaton Vance’s website at www.eatonvance.com or by calling 1-800-262-1122.

52

Investment Adviser of Floating Rate Portfolio

Boston Management and Research

Two International Place

Boston, MA 02110

Administrator of Eaton Vance Floating-Rate Fund

Eaton Vance Management

Two International Place

Boston, MA 02110

Principal Underwriter*

Eaton Vance Distributors, Inc.

Two International Place

Boston, MA 02110

(617) 482-8260

Custodian

State Street Bank & Trust Company

200 Clarendon Street

Boston, MA 02116

Transfer Agent

PNC Global Investment Servicing

Attn: Eaton Vance Funds

P.O. Box 9653

Providence, RI 02940-9653

(800) 262-1122

Independent Registered Public Accounting Firm

Deloitte & Touche LLP

200 Berkeley Street

Boston, MA 02116-5022

Eaton Vance Floating-Rate Fund

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.

1044-12/09 FRSRC

Annual Report October 31, 2009

EATON VANCE FLOATING-RATE & HIGH INCOME

FUND

IMPORTANT NOTICES REGARDING PRIVACY,
DELIVERY OF SHAREHOLDER DOCUMENTS,
PORTFOLIO HOLDINGS AND PROXY VOTING

Privacy. The Eaton Vance organization is committed to ensuring your financial privacy. Each of the financial institutions identified below has in effect the following policy (Privacy Policy) with respect to nonpublic personal information about its customers:

•  Only such information received from you, through application forms or otherwise, and information about your Eaton Vance fund transactions will be collected. This may include information such as name, address, social security number, tax status, account balances and transactions.

•  None of such information about you (or former customers) will be disclosed to anyone, except as permitted by law (which includes disclosure to employees necessary to service your account). In the normal course of servicing a customer’s account, Eaton Vance may share information with unaffiliated third parties that perform various required services such as transfer agents, custodians and broker/dealers.

•  Policies and procedures (including physical, electronic and procedural safeguards) are in place that are designed to protect the confidentiality of such information.

•  We reserve the right to change our Privacy Policy at any time upon proper notification to you. Customers may want to review our Privacy Policy periodically for changes by accessing the link on our homepage: www.eatonvance.com.

Our pledge of privacy applies to the following entities within the Eaton Vance organization: the Eaton Vance Family of Funds, Eaton Vance Management, Eaton Vance Investment Counsel, Boston Management and Research, and Eaton Vance Distributors, Inc.

In addition, our Privacy Policy applies only to those Eaton Vance customers who are individuals and who have a direct relationship with us. If a customer’s account (i.e., fund shares) is held in the name of a third-party financial adviser/broker-dealer, it is likely that only such adviser’s privacy policies apply to the customer. This notice supersedes all previously issued privacy disclosures.

For more information about Eaton Vance’s Privacy Policy, please call 1-800-262-1122.

Delivery of Shareholder Documents. The Securities and Exchange Commission (the “SEC”) permits funds to deliver only one copy of shareholder documents, including prospectuses, proxy statements and shareholder reports, to fund investors with multiple accounts at the same residential or post office box address. This practice is often called “householding” and it helps eliminate duplicate mailings to shareholders.

Eaton Vance, or your financial adviser, may household the mailing of your documents indefinitely unless you instruct Eaton Vance, or your financial adviser, otherwise.

If you would prefer that your Eaton Vance documents not be householded, please contact Eaton Vance at 1-800-262-1122, or contact your financial adviser.

Your instructions that householding not apply to delivery of your Eaton Vance documents will be effective within 30 days of receipt by Eaton Vance or your financial adviser.

Portfolio Holdings. Each Eaton Vance Fund and its underlying Portfolio(s) (if applicable) will file a schedule of portfolio holdings on Form N-Q with the SEC for the first and third quarters of each fiscal year. The Form N-Q will be available on the Eaton Vance website at www.eatonvance.com, by calling Eaton Vance at 1-800-262-1122 or in the EDGAR database on the SEC’s website at www.sec.gov. Form N-Q may also be reviewed and copied at the SEC’s public reference room in Washington, D.C. (call 1-800-732-0330 for information on the operation of the public reference room).

Proxy Voting. From time to time, funds are required to vote proxies related to the securities held by the funds. The Eaton Vance Funds or their underlying Portfolios (if applicable) vote proxies according to a set of policies and procedures approved by the Funds’ and Portfolios’ Boards. You may obtain a description of these policies and procedures and information on how the Funds or Portfolios voted proxies relating to portfolio securities during the most recent 12 month period ended June 30, without charge, upon request, by calling 1-800-262-1122. This description is also available on the SEC’s website at www.sec.gov.

Eaton Vance Floating-Rate & High Income Fund as of October 31, 2009
MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE

Economic and Market Conditions

Scott H. Page, CFA
Co-Portfolio Manager

Craig P. Russ
Co-Portfolio Manager

• During the year ending October 31, 2009, global credit markets experienced unprecedented volatility in the early months of the period but staged a remarkable turnaround beginning in January 2009. In the first two months of the period, there was little doubt that a recession would bring higher default rates; but it was difficult to reconcile bank loan and high-yield bond prices with market fundamentals. By the turn of the New Year, however, the markets began to rebound as credit spreads tightened from record levels and investors returned to the credit markets.

• The loan market, as measured by the S&P/LSTA Leveraged Loan Index (the Index) returned 46.90% for the first 10 months of 2009, the highest 10-month performance in the history of the asset class. For the fiscal year, this Index returned 30.44%.¹ Performance was driven by a combination of technical factors, which improved the market’s supply and demand picture. On the supply side, limited new loan issuance and a contraction of the existing supply through loan repayments reduced the available universe of purchasable loans. Matched with little selling activity and modest but steady inflows, loan prices improved significantly. The default rate in the S&P/LSTA Leveraged Loan Index reached 12.0% as of October 31, 2009—near historical post-recession peaks.

• The high-yield market also had strong performance during 2009. The BofA Merrill Lynch U.S. High Yield Index returned 48.79% for the 12-months ending October 31, 2009.¹ High-yield spreads—the additional yield over Treasury bonds of comparable maturity—narrowed significantly, from a record level of over 2,000 (20.00%) basis points in mid-December 2008 to 760 (7.6%) as of October 31, 2009. Lower-quality paper led performance in 2009, with CCC-rated issues performing the best, followed by BB-rated and B-rated bonds. The new-issue market remained strong, with the year-to-date total at almost $110 billion in new issues, which is roughly three times the amount of issuance during the first nine months of 2008. Defaults among high-yield issuers continued to increase, as Moody’s Investors Service, Inc., reported speculative-grade defaults hitting 12.4% at the end of October 2009. This compares closely with historical peaks in the past recessions of 11.01% in January 2002 and 12.07% in 1991.

Past performance is no guarantee of future results. Returns are historical and are calculated by determining the percentage change in net asset value or offering price (as applicable) with all distributions reinvested. Investment return and principal value will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Performance is for the stated time period only; due to market volatility, the Fund’s current performance may be lower or higher than the quoted return. For performance as of the most recent month end, please refer to www.eatonvance.com.

Management Discussion

Michael W. Weilheimer, CFA
Co-Portfolio Manager

Thomas J. Huggins, CFA
Co-Portfolio Manager

• The Fund’s² investment objective is to provide a high level of current income. The Fund currently seeks its objective by investing at least 65% of its total assets in Floating Rate Portfolio and not more than 20% of its total assets in High Income Opportunities Portfolio. The Portfolios are separate registered investment companies managed by Eaton Vance or its affiliates. As of October 31, 2009, the Fund was 89.6% invested in Floating Rate Portfolio and 10.4% invested in High Income Opportunities Portfolio.

Total Return Performance
10/31/08 — 10/31/09

Advisers Class3	28.05	%
Class A3	28.18
Class B3	27.14
Class C3	26.98
Class I3	28.31
S&P/LSTA Leveraged Loan Index1	30.44
See page 4 for more performance information.

1	It is not possible to invest directly in an Index. The Index’s total return reflects changes in value of the loans/high-yield bonds constituting the Index and accrual of interest and does not reflect the commissions or expenses that would have been incurred if an investor individually purchased or sold the loans represented in the Index.
2	The Fund currently invests in separate registered investment companies, Floating Rate Portfolio and High Income Opportunities Portfolio (the Portfolios). References to investments are to the Portfolios’ holdings.
3	These returns do not include the 2.25% maximum sales charge for Class A shares or the applicable contingent deferred sales charges (CDSC) for Class B and Class C shares. If sales charges were deducted, the returns would be lower. Advisers Class and Class I shares are offered to investors at net asset value.

Fund shares are not insured by the FDIC and are not deposits or other obligations of, or guaranteed by, any depository institution. Shares are subject to investment risks, including possible loss of principal invested.

1

Eaton Vance Floating-Rate & High Income Fund as of October 31, 2009
MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE

• Floating Rate Portfolio’s floating-rate loan investments included 421 borrowers as of October 31, 2009, with an average loan size of 0.23% of total investments, and no industry constituting more than 9.1% of total investments. Health care, business equipment and services, and cable and satellite television were among the top industry weightings. The Portfolio’s loans were primarily senior, secured loans to companies with average revenues exceeding $1 billion.

• Floating Rate Portfolio’s larger, higher-quality loans helped its performance in the earlier part of 2009 as these loans were the first to benefit from price recovery. However, the past six months witnessed a “junk rally,” with the market’s lowest-quality loans skyrocketing back to life. As a result, the Portfolio’s relative underweight to the lowest-quality loans, including second-lien loans and those rated below CCC, detracted slightly from relative performance in the second half of the period.

• Floating Rate Portfolio had a 9% exposure to European loans as of October 31, 2009. The Portfolio’s involvement in the European leveraged loan market represented further opportunity for diversification, and while this market was affected slightly more than the U.S. bank loan market by the credit market turmoil, we believe it offers attractive appreciation opportunity at current price levels.

• In terms of industry sectors, Floating Rate Portfolio’s relative overweight to the cable and satellite television, leisure goods, activities and movies, and business equipment and services industries benefited relative performance. Detractors included underweights to the automotive, lodging and casino industries. The Portfolio’s diversification was an important risk mitigator during the fiscal year.

• High Income Opportunities Portfolio posted a strong absolute return for the period but came up short of its primary benchmark, the BofA Merrill Lynch U.S. High Yield Index (the High Yield Index). The Portfolio underperformed the High Yield Index security selection and an overweighting in the high-yield debt of gaming companies, which struggled, especially during the first half of the fiscal year. Also detracting from relative results were conservative allocations to various financial services industries — including banks and thrifts, insurance and diversified financials — as well as underexposure to automotive and auto parts, all of which put up strong returns during the period. While the Fund’s absolute performance benefited from its investments in these strong performing groups, maintaining underweighed allocations to these industries took a toll in relative terms.

• On the upside, High Income Opportunities Portfolio offset some of its index-lagging performance through a sizable overweighting in CCC bonds. In addition, the Portfolio’s performance versus the Index benefited from strong security selection within the telecommunications and cable/satellite television industries. Finally, an overweighting and favorable selection in the resurgent super retail group aided relative returns, as did an underweighting and security selection in the utilities segment, which underperformed the market.

The views expressed throughout this report are those of the portfolio managers and are current only through the end of the period of the report as stated on the cover. These views are subject to change at any time based upon market or other conditions, and the investment adviser disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a fund are based on many factors, may not be relied on as an indication of trading intent on behalf of any Eaton Vance fund. Portfolio information provided in the report may not be representative of the Portfolio’s current or future investments and may change due to active management.

2

Eaton Vance Floating-Rate & High Income Fund as of October 31, 2009
FUND STATISTICS

Portfolio Composition

Top 10 Holdings¹
By total investments

Community Health Systems, Inc.	1.3	%
UPC Broadband Holding B.V.	1.2
HCA, Inc.	1.2
Intelsat Corp.	1.2
SunGard Data Systems, Inc.	1.2
Rite Aid Corp.	1.2
Georgia-Pacific Corp.	1.2
Aramark Corp.	1.0
Nielsen Finance, LLC	1.0
Univision Communications, Inc.	1.0

¹ Top 10 Holdings represented 11.5% of Floating Rate Portfolio’s total investments as of 10/31/09.

Top Five Industries²
By total investments

Health Care	9.1	%
Business Equipment and Services	7.9
Cable and Satellite Television	7.1
Publishing	6.5
Radio and Television	5.3

² Industries are shown as a percentage of Floating Rate Portfolio’s total investments as of 10/31/09.

Credit Quality Ratings for
Total Loan Investments³
By total loan investments

Baa	1.9	%
Ba	37.0
B	35.4
Ca	0.8
Caa	5.5
Defaulted	7.5
Non-Rated4	11.9

3

Credit Quality ratings are those provided by Moody’s Investor Services, Inc., a nationally recognized bond rating service. Reflects Floating Rate Portfolio’s total loan investments as of 10/31/09. Although the investment adviser considers ratings when making investment decisions, it performs its own credit and investment analysis and does not rely primarily on the ratings assigned by the rating services. Credit quality can change from time to time, and recently issued credit ratings may not fully reflect the actual risks posed by a particular security or the issuer’s current financial condition. The rating assigned to a security by a rating agency does not necessarily reflect its assessment of the volatility of a security’s market value or of the liquidity of an investment in the security.

4

Certain loans in which Floating Rate Portfolio invests are not rated by a rating agency. In management’s opinion, such securities are comparable to securities rated by a rating agency in the categories listed above.

3

Eaton Vance Floating-Rate & High Income Fund as of October 31, 2009
FUND PERFORMANCE

The line graph and table set forth below provide information about the Fund’s performance. The line graph compares the performance of Class B of the Fund with that of the S&P/LSTA Leveraged Loan Index, an unmanaged loan market index. The lines on the graph represent the total returns of a hypothetical investment of $10,000 in each of Class B and the S&P/LSTA Leveraged Loan Index. The table includes the total returns of each Class of the Fund at net asset value and maximum public offering price. The performance presented below does not reflect the deduction of taxes, if any, that a shareholder would pay on distributions or redemptions of Fund shares.

Performance¹

	Advisers
	Class			Class A			Class B			Class C			Class I
Share Class Symbol	EAFHX			EVFHX			EBFHX			ECFHX			EIFHX
Average Annual Total Returns (at net asset value)
One year		28.05	%		28.18	%		27.14	%		26.98	%		28.31	%
Five years		2.64			2.67			1.91			1.88			2.91
Life of Fund		3.52			3.43			2.80			2.78			3.77
SEC Average Annual Total Returns (including sales charge or applicable CDSC)
One year		28.05	%		25.24	%		22.14	%		25.98	%		28.31	%
Five years		2.64			2.20			1.59			1.88			2.91
Life of Fund		3.52			3.07			2.80			2.78			3.77

+

Inception Dates — Advisers Class: 9/7/00; Class A: 5/7/03; Class B: 9/5/00; Class C: 9/5/00; Class I: 9/15/00

1

Average Annual Total Returns at net asset value do not include the 2.25% maximum sales charge for Class A shares or the applicable contingent deferred sales charges (CDSC) for Class B or Class C shares. If sales charges were deducted, the returns would be lower. Advisers Class and Class I shares are offered to certain investors at net asset value. SEC Average Annual Total Returns for Class A reflect the maximum 2.25% sales charge. SEC returns for Class B reflect the applicable CDSC based on the following schedule: 5% — 1st and 2nd years; 4% — 3rd year; 3% — 4th year; 2% — 5th year; 1% — 6th year. SEC returns for Class C reflect a 1% CDSC for the first year. Class A, Advisers Class and Class I shares are subject to a 1% redemption fee if redeemed or exchanged within 90 days of the settlement of the purchase.

Total Annual	Advisers
Operating Expenses2	Class			Class A			Class B			Class C			Class I
Expense Ratio		1.22	%		1.22	%		1.97	%		1.97	%		0.94	%

² Source: Prospectus dated 3/1/09.

Past performance is no guarantee of future results. Returns are historical and are calculated by determining the percentage change in net asset value or offering price (as applicable) with all distributions reinvested. Investment return and principal value will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Performance is for the stated time period only; due to market volatility, the Fund’s current performance may be lower or higher than the quoted return. For performance as of the most recent month end, please refer to www.eatonvance.com.

*

Source: Morningstar Direct. Class B of the Fund commenced operations on 9/5/00. Index data is available as of month end only.

A $10,000 hypothetical investment at net asset value in Class A on 5/7/03, Class C on 9/5/00, Class I on 9/15/00 and Advisers Class on 9/7/00 would have been valued at $12,447 ($12,167 at the maximum offering price), $12,859, $14,020 and $13,727, respectively, on 10/31/09. It is not possible to invest directly in an Index. The Index’s total return does not reflect the commissions or expenses that would have been incurred if an investor individually purchased or sold the securities represented in the Index.

4

Eaton Vance Floating-Rate & High Income Fundas of October 31, 2009

FUND EXPENSES

Example: As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchases and redemption fees (if applicable); and (2) ongoing costs, including management fees; distribution or service fees; and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 2009 – October 31, 2009).

Actual Expenses: The first section of the table below provides information about actual account values and actual expenses. You may use the information in this section, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first section under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes: The second section of the table below provides information about hypothetical account values and hypothetical expenses based on the actual Fund expense ratio and an assumed rate of return of 5% per year (before expenses), which is not the actual return of the Fund. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in your Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads) or redemption fees (if applicable). Therefore, the second section of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would be higher.

Eaton Vance Floating-Rate & High Income Fund

	Beginning Account Value		Ending Account Value		Expenses Paid During Period*
	(5/1/09)		(10/31/09)		(5/1/09 – 10/31/09)
Actual
Advisers Class		$1,000.00		$1,222.70		$6.50
Class A		$1,000.00		$1,223.30		$6.50
Class B		$1,000.00		$1,218.30		$10.57
Class C		$1,000.00		$1,216.80		$10.67
Class I		$1,000.00		$1,223.80		$5.27
Hypothetical
(5% return per year before expenses)
Advisers Class		$1,000.00		$1,019.40		$5.90
Class A		$1,000.00		$1,019.40		$5.90
Class B		$1,000.00		$1,015.70		$9.60
Class C		$1,000.00		$1,015.60		$9.70
Class I		$1,000.00		$1,020.50		$4.79

*   Expenses are equal to the Fund’s annualized expense ratio of 1.16% for Advisers Class shares, 1.16% for Class A shares, 1.89% for Class B shares, 1.91% for Class C shares and 0.94% for Class I shares, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period). The Example assumes that the $1,000 was invested at the net asset value per share determined at the close of business on April 30, 2009. The Example reflects the expenses of both the Fund and the Portfolios.

5

Eaton Vance Floating-Rate & High Income Fundas of October 31, 2009

FINANCIAL STATEMENTS

Statement of Assets and Liabilities

As of October 31, 2009
Assets
Investment in Floating Rate Portfolio, at value (identified cost, $627,081,369)	$	541,030,949
Investment in High Income Opportunities Portfolio, at value (identified cost, $73,012,471)		62,484,981
Receivable for Fund shares sold		2,812,083
Total assets	$	606,328,013
Liabilities
Payable for Fund shares redeemed	$	1,694,245
Distributions payable		649,718
Payable to affiliates:
Distribution and service fees		248,774
Administration fee		77,287
Trustees’ fees		42
Accrued expenses		216,325
Total liabilities	$	2,886,391
Net Assets	$	603,441,622
Sources of Net Assets
Paid-in capital	$	804,272,148
Accumulated net realized loss from Portfolios		(108,806,825	)
Accumulated undistributed net investment income		4,554,209
Net unrealized depreciation from Portfolios		(96,577,910	)
Total	$	603,441,622
Advisers Class Shares
Net Assets	$	134,366,922
Shares Outstanding		16,276,630
Net Asset Value, Offering Price and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	8.26
Class A Shares
Net Assets	$	180,646,328
Shares Outstanding		20,583,369
Net Asset Value and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	8.78
Maximum Offering Price Per Share
(100 ¸ 97.75 of net asset value per share)	$	8.98
Class B Shares
Net Assets	$	28,490,433
Shares Outstanding		3,454,581
Net Asset Value and Offering Price Per Share*
(net assets ¸ shares of beneficial interest outstanding)	$	8.25
Class C Shares
Net Assets	$	183,193,269
Shares Outstanding		22,219,736
Net Asset Value and Offering Price Per Share*
(net assets ¸ shares of beneficial interest outstanding)	$	8.24
Class I Shares
Net Assets	$	76,744,670
Shares Outstanding		9,295,223
Net Asset Value, Offering Price and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	8.26

On sales of $100,000 or more, the offering price of Class A shares is reduced.

*  Redemption price per share is equal to the net asset value less any applicable contingent deferred sales charge.

Statement of Operations

For the Year Ended
October 31, 2009
Investment Income
Interest allocated from Portfolios	$	38,865,776
Dividends allocated from Portfolios		34,148
Expenses allocated from Portfolios		(3,640,859	)
Total investment income from Portfolios	$	35,259,065
Expenses
Administration fee	$	865,694
Distribution and service fees
Advisers Class		400,665
Class A		372,587
Class B		320,406
Class C		1,624,901
Trustees’ fees and expenses		500
Custodian fee		44,338
Transfer and dividend disbursing agent fees		664,315
Legal and accounting services		21,230
Printing and postage		155,812
Registration fees		87,883
Miscellaneous		22,653
Total expenses	$	4,580,984
Net investment income	$	30,678,081
Realized and Unrealized Gain (Loss) from Portfolios
Net realized gain (loss) —
Investment transactions	$	(38,994,839	)
Swap contracts		(2,140,340	)
Foreign currency and forward foreign currency exchange contract transactions		(4,273,570	)
Net realized loss	$	(45,408,749	)
Change in unrealized appreciation (depreciation) —
Investments	$	167,100,590
Swap contracts		1,002,631
Foreign currency and forward foreign currency exchange contracts		(1,254,571	)
Net change in unrealized appreciation (depreciation)	$	166,848,650
Net realized and unrealized gain	$	121,439,901
Net increase in net assets from operations	$	152,117,982

See notes to financial statements

6

Eaton Vance Floating-Rate & High Income Fundas of October 31, 2009

FINANCIAL STATEMENTS CONT’D

Statements of Changes in Net Assets

Increase (Decrease)	Year Ended			Year Ended
in Net Assets	October 31, 2009			October 31, 2008
From operations —
Net investment income	$	30,678,081		$	55,537,260
Net realized loss from investment transactions, swap contracts and foreign currency and forward foreign currency exchange contracts transactions		(45,408,749	)		(18,021,629	)
Net change in unrealized appreciation (depreciation) from investments, swap contracts, foreign currency and forward foreign currency exchange contracts		166,848,650			(238,438,222	)
Net increase (decrease) in net assets from operations	$	152,117,982		$	(200,922,591	)
Distributions to shareholders —
From net investment income
Advisers Class	$	(8,867,720	)	$	(16,232,328	)
Class A		(8,129,409	)		(12,836,517	)
Class B		(1,604,480	)		(3,656,107	)
Class C		(7,803,085	)		(13,672,901	)
Class I		(4,124,494	)		(1,641,115	)
Tax return of capital
Advisers Class		—			(2,316,847	)
Class A		—			(1,832,162	)
Class B		—			(521,838	)
Class C		—			(1,951,539	)
Class I		—			(234,237	)
Total distributions to shareholders	$	(30,529,188	)	$	(54,895,591	)
Transactions in shares of beneficial interest —
Proceeds from sale of shares
Advisers Class	$	92,788,983		$	213,973,459
Class A		47,522,481			48,229,120
Class B		1,164,406			1,344,757
Class C		17,116,952			21,330,674
Class I		81,875,069			23,729,442
Net asset value of shares issued to shareholders in payment of distributions declared
Advisers Class		5,533,021			14,535,766
Class A		5,540,631			10,824,961
Class B		1,040,314			2,659,315
Class C		5,288,416			10,491,392
Class I		1,418,313			1,411,512
Cost of shares redeemed
Advisers Class		(151,561,986	)		(465,669,578	)
Class A		(62,667,100	)		(215,220,489	)
Class B		(10,363,388	)		(30,030,221	)
Class C		(47,672,012	)		(156,998,783	)
Class I		(49,142,489	)		(33,865,338	)
Net asset value of shares exchanged
Class A		14,310,799			5,920,180
Class B		(14,310,799	)		(5,920,180	)
Redemption fees		317,937			791,757
Net decrease in net assets from Fund share transactions	$	(61,800,452	)	$	(552,462,254	)
Net increase (decrease) in net assets	$	59,788,342		$	(808,280,436	)
	Year Ended			Year Ended
Net Assets	October 31, 2009			October 31, 2008
At beginning of year	$	543,653,280		$	1,351,933,716
At end of year	$	603,441,622		$	543,653,280
Accumulated undistributed net investment income included in net assets
At end of year	$	4,554,209		$	59,944

See notes to financial statements

7

Eaton Vance Floating-Rate & High Income Fundas of October 31, 2009

FINANCIAL STATEMENTS CONT’D

Financial Highlights

	Advisers Class
	Year Ended October 31,
	2009			2008			2007			2006			2005
Net asset value — Beginning of year	$	6.810		$	9.450		$	9.690		$	9.680		$	9.710
Income (Loss) From Operations
Net investment income(1)	$	0.390		$	0.551		$	0.639		$	0.597		$	0.451
Net realized and unrealized gain (loss)		1.444			(2.662	)		(0.233	)		0.014			(0.031	)
Total income (loss) from operations	$	1.834		$	(2.111	)	$	0.406		$	0.611		$	0.420
Less Distributions
From net investment income	$	(0.388	)	$	(0.469	)	$	(0.647	)	$	(0.601	)	$	(0.451	)
Tax return of capital		—			(0.068	)		—			—			—
Total distributions	$	(0.388	)	$	(0.537	)	$	(0.647	)	$	(0.601	)	$	(0.451	)
Redemption fees(1)	$	0.004		$	0.008		$	0.001		$	0.000	(2)	$	0.001
Net asset value — End of year	$	8.260		$	6.810		$	9.450		$	9.690		$	9.680
Total Return(3)		28.05	%		(23.29	)%		4.29	%		6.49	%		4.42	%
Ratios/Supplemental Data
Net assets, end of year (000’s omitted)	$	134,367		$	154,101		$	469,777		$	841,865		$	710,286
Ratios (as a percentage of average daily net assets):
Expenses(4)(5)		1.20	%		1.22	%		1.08	%		1.05	%		1.05	%
Net investment income		5.56	%		6.28	%		6.63	%		6.16	%		4.65	%
Portfolio Turnover of Floating Rate Portfolio		35	%		7	%		61	%		50	%		57	%
Portfolio Turnover of High Income Opportunities Portfolio		72	%		48	%		81	%		62	%		62	%

(1)	Computed using average shares outstanding.
(2)	Amount is less than $0.0005.
(3)	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested.
(4)	Includes the Fund’s share of the Portfolios’ allocated expenses.
(5)	Excludes the effect of custody fee credits, if any, of less than 0.005%.

See notes to financial statements

8

Eaton Vance Floating-Rate & High Income Fundas of October 31, 2009

FINANCIAL STATEMENTS CONT’D

Financial Highlights

	Class A
	Year Ended October 31,
	2009			2008			2007			2006			2005
Net asset value — Beginning of year	$	7.240		$	10.050		$	10.300		$	10.290		$	10.320
Income (Loss) From Operations
Net investment income(1)	$	0.413		$	0.591		$	0.680		$	0.631		$	0.475
Net realized and unrealized gain (loss)		1.536			(2.838	)		(0.243	)		0.018			(0.027	)
Total income (loss) from operations	$	1.949		$	(2.247	)	$	0.437		$	0.649		$	0.448
Less Distributions
From net investment income	$	(0.413	)	$	(0.498	)	$	(0.688	)	$	(0.639	)	$	(0.479	)
Tax return of capital		—			(0.073	)		—			—			—
Total distributions	$	(0.413	)	$	(0.571	)	$	(0.688	)	$	(0.639	)	$	(0.479	)
Redemption fees(1)	$	0.004		$	0.008		$	0.001		$	0.000	(2)	$	0.001
Net asset value — End of year	$	8.780		$	7.240		$	10.050		$	10.300		$	10.290
Total Return(3)		28.18	%		(23.31	)%		4.35	%		6.49	%		4.43	%
Ratios/Supplemental Data
Net assets, end of year (000’s omitted)	$	180,646		$	144,591		$	361,138		$	423,214		$	474,435
Ratios (as a percentage of average daily net assets):
Expenses(4)(5)		1.20	%		1.22	%		1.09	%		1.05	%		1.05	%
Net investment income		5.47	%		6.35	%		6.63	%		6.13	%		4.60	%
Portfolio Turnover of Floating Rate Portfolio		35	%		7	%		61	%		50	%		57	%
Portfolio Turnover of High Income Opportunities Portfolio		72	%		48	%		81	%		62	%		62	%

(1)	Computed using average shares outstanding.
(2)	Amount is less than $0.0005.
(3)	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.
(4)	Includes the Fund’s share of the Portfolios’ allocated expenses.
(5)	Excludes the effect of custody fee credits, if any, of less than 0.005%.

See notes to financial statements

9

Eaton Vance Floating-Rate & High Income Fundas of October 31, 2009

FINANCIAL STATEMENTS CONT’D

Financial Highlights

	Class B
	Year Ended October 31,
	2009			2008			2007			2006			2005
Net asset value — Beginning of year	$	6.810		$	9.450		$	9.680		$	9.680		$	9.700
Income (Loss) From Operations
Net investment income(1)	$	0.348		$	0.487		$	0.567		$	0.520		$	0.373
Net realized and unrealized gain (loss)		1.425			(2.661	)		(0.223	)		0.008			(0.017	)
Total income (loss) from operations	$	1.773		$	(2.174	)	$	0.344		$	0.528		$	0.356
Less Distributions
From net investment income	$	(0.337	)	$	(0.414	)	$	(0.575	)	$	(0.528	)	$	(0.377	)
Tax return of capital		—			(0.060	)		—			—			—
Total distributions	$	(0.337	)	$	(0.474	)	$	(0.575	)	$	(0.528	)	$	(0.377	)
Redemption fees(1)	$	0.004		$	0.008		$	0.001		$	0.000	(2)	$	0.001
Net asset value — End of year	$	8.250		$	6.810		$	9.450		$	9.680		$	9.680
Total Return(3)		27.14	%		(23.84	)%		3.63	%		5.60	%		3.74	%
Ratios/Supplemental Data
Net assets, end of year (000’s omitted)	$	28,490		$	46,480		$	99,812		$	134,213		$	163,795
Ratios (as a percentage of average daily net assets):
Expenses(4)(5)		1.95	%		1.97	%		1.84	%		1.80	%		1.80	%
Net investment income		5.03	%		5.58	%		5.88	%		5.37	%		3.84	%
Portfolio Turnover of Floating Rate Portfolio		35	%		7	%		61	%		50	%		57	%
Portfolio Turnover of High Income Opportunities Portfolio		72	%		48	%		81	%		62	%		62	%

(1)	Computed using average shares outstanding.
(2)	Amount is less than $0.0005.
(3)	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.
(4)	Includes the Fund’s share of the Portfolios’ allocated expenses.
(5)	Excludes the effect of custody fee credits, if any, of less than 0.005%.

See notes to financial statements

10

Eaton Vance Floating-Rate & High Income Fundas of October 31, 2009

FINANCIAL STATEMENTS CONT’D

Financial Highlights

	Class C
	Year Ended October 31,
	2009			2008			2007			2006			2005
Net asset value — Beginning of year	$	6.810		$	9.450		$	9.680		$	9.680		$	9.700
Income (Loss) From Operations
Net investment income(1)	$	0.339		$	0.488		$	0.566		$	0.521		$	0.374
Net realized and unrealized gain (loss)		1.424			(2.663	)		(0.222	)		0.007			(0.018	)
Total income (loss) from operations	$	1.763		$	(2.175	)	$	0.344		$	0.528		$	0.356
Less Distributions
From net investment income	$	(0.337	)	$	(0.413	)	$	(0.575	)	$	(0.528	)	$	(0.377	)
Tax return of capital		—			(0.060	)		—			—			—
Total distributions	$	(0.337	)	$	(0.473	)	$	(0.575	)	$	(0.528	)	$	(0.377	)
Redemption fees(1)	$	0.004		$	0.008		$	0.001		$	0.000	(2)	$	0.001
Net asset value — End of year	$	8.240		$	6.810		$	9.450		$	9.680		$	9.680
Total Return(3)		26.98	%		(23.84	)%		3.63	%		5.59	%		3.74	%
Ratios/Supplemental Data
Net assets, end of year (000’s omitted)	$	183,193		$	177,628		$	383,163		$	445,987		$	525,843
Ratios (as a percentage of average daily net assets):
Expenses(4)(5)		1.95	%		1.97	%		1.84	%		1.80	%		1.80	%
Net investment income		4.82	%		5.59	%		5.88	%		5.38	%		3.85	%
Portfolio Turnover of Floating Rate Portfolio		35	%		7	%		61	%		50	%		57	%
Portfolio Turnover of High Income Opportunities Portfolio		72	%		48	%		81	%		62	%		62	%

(1)	Computed using average shares outstanding.
(2)	Amount is less than $0.0005.
(3)	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.
(4)	Includes the Fund’s share of the Portfolios’ allocated expenses.
(5)	Excludes the effect of custody fee credits, if any, of less than 0.005%.

See notes to financial statements

11

Eaton Vance Floating-Rate & High Income Fundas of October 31, 2009

FINANCIAL STATEMENTS CONT’D

Financial Highlights

	Class I
	Year Ended October 31,
	2009			2008			2007			2006			2005
Net asset value — Beginning of year	$	6.820		$	9.460		$	9.690		$	9.690		$	9.710
Income (Loss) From Operations
Net investment income(1)	$	0.399		$	0.563		$	0.664		$	0.623		$	0.474
Net realized and unrealized gain (loss)		1.442			(2.652	)		(0.225	)		0.003			(0.020	)
Total income (loss) from operations	$	1.841		$	(2.089	)	$	0.439		$	0.626		$	0.454
Less Distributions
From net investment income	$	(0.405	)	$	(0.490	)	$	(0.067	)	$	(0.626	)	$	(0.475	)
Tax return of capital		—			(0.069	)		—			—			—
Total distributions	$	(0.405	)	$	(0.559	)	$	(0.067	)	$	(0.626	)	$	(0.475	)
Redemption fees(1)	$	0.004		$	0.008		$	0.001		$	0.000	(2)	$	0.001
Net asset value — End of year	$	8.260		$	6.820		$	9.460		$	9.690		$	9.690
Total Return(3)		28.31	%		(23.06	)%		4.65	%		6.65	%		4.78	%
Ratios/Supplemental Data
Net assets, end of year (000’s omitted)	$	76,745		$	20,854		$	38,044		$	52,730		$	37,200
Ratios (as a percentage of average daily net assets):
Expenses(4)(5)		0.96	%		0.94	%		0.84	%		0.80	%		0.80	%
Net investment income		5.69	%		6.47	%		6.88	%		6.42	%		4.88	%
Portfolio Turnover of Floating Rate Portfolio		35	%		7	%		61	%		50	%		57	%
Portfolio Turnover of High Income Opportunities Portfolio		72	%		48	%		81	%		62	%		62	%

(1)	Computed using average shares outstanding.
(2)	Amount is less than $0.0005.
(3)	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested.
(4)	Includes the Fund’s share of the Portfolios’ allocated expenses.
(5)	Excludes the effect of custody fee credits, if any, of less than 0.005%.

See notes to financial statements

12

Eaton Vance Floating-Rate & High Income Fundas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS

1Significant Accounting Policies

Eaton Vance Floating-Rate & High Income Fund (the Fund) is a diversified series of Eaton Vance Mutual Funds Trust (the Trust). The Trust is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company. The Fund offers five classes of shares. Class A shares are generally sold subject to a sales charge imposed at time of purchase. Class B and Class C shares are sold at net asset value and are generally subject to a contingent deferred sales charge (see Note 5). The Advisers Class and Class I shares are sold at net asset value and are not subject to a sales charge. Class B shares automatically convert to Class A shares eight years after their purchase as described in the Fund’s prospectus. Each class represents a pro-rata interest in the Fund, but votes separately on class-specific matters and (as noted below) is subject to different expenses. Realized and unrealized gains and losses are allocated daily to each class of shares based on the relative net assets of each class to the total net assets of the Fund. Net investment income, other than class-specific expenses, is allocated daily to each class of shares based upon the ratio of the value of each class’s paid shares to the total value of all paid shares. Each class of shares differs in its distribution plan and certain other class-specific expenses. The Fund’s investment objective is to provide a high level of current income. The Fund currently pursues its objective by investing all of its investable assets in interests in the following two portfolios managed by Eaton Vance Management (EVM) or its affiliates: Floating Rate Portfolio and High Income Opportunities Portfolio (the Portfolios), which are New York trusts. The value of the Fund’s investment in the Portfolios reflects the Fund’s proportionate interest in the net assets of the Floating Rate Portfolio and the High Income Opportunities Portfolio (12.6% and 8.8%, respectively, at October 31, 2009). The performance of the Fund is directly affected by the performance of the Portfolios. The financial statements of the Floating Rate Portfolio, including the portfolio of investments, are included elsewhere in this report and should be read in conjunction with the Fund’s financial statements. A copy of the High Income Opportunities Portfolio’s financial statements is available on the EDGAR Database on the Securities and Exchange Commission’s website (www.sec.gov), at the Commission’s public reference room in Washington, DC or upon request from the Fund’s principal underwriter, Eaton Vance Distributors, Inc. (EVD), by calling 1-800-262-1122.

The following is a summary of significant accounting policies of the Fund. The policies are in conformity with accounting principles generally accepted in the United States of America. A source of authoritative accounting principles applied in the preparation of the Fund’s financial statements is the Financial Accounting Standards Board (FASB) Accounting Standards Codification (the Codification), which superseded existing non-Securities and Exchange Commission accounting and reporting standards for interim and annual reporting periods ending after September 15, 2009. The adoption of the Codification for the current reporting period did not impact the Fund’s application of generally accepted accounting principles.

AInvestment Valuation — Valuation of securities by the Floating Rate Portfolio is discussed in Note 1A of the Portfolio’s Notes to Financial Statements, which are included elsewhere in this report. Such policies are consistent with those of High Income Opportunities Portfolio.

BIncome — The Fund’s net investment income or loss consists of the Fund’s pro-rata share of the net investment income or loss of the Portfolios, less all actual and accrued expenses of the Fund.

CFederal Taxes — The Fund’s policy is to comply with the provisions of the Internal Revenue Code applicable to regulated investment companies and to distribute to shareholders each year substantially all of its net investment income, and all or substantially all of its net realized capital gains. Accordingly, no provision for federal income or excise tax is necessary.

At October 31, 2009, the Fund, for federal income tax purposes, had a capital loss carryforward of $106,557,918 which will reduce its taxable income arising from future net realized gains on investment transactions, if any, to the extent permitted by the Internal Revenue Code, and thus will reduce the amount of distributions to shareholders, which would otherwise be necessary to relieve the Fund of any liability for federal income or excise tax. Such capital loss carryforward will expire on October 31, 2010 ($16,168,986), October 31, 2011 ($2,993,864), October 31, 2012 ($2,290,023), October 31, 2013 ($2,252,412), October 31, 2015 ($3,277,415), October 31, 2016 ($60,560,805) and October 31, 2017 ($19,014,413).

As of October 31, 2009, the Fund had no uncertain tax positions that would require financial statement recognition, de-recognition, or disclosure. Each of the Fund’s federal tax returns filed in the 3-year period ended October 31, 2009 remains subject to examination by the Internal Revenue Service.

DExpenses — The majority of expenses of the Trust are directly identifiable to an individual fund. Expenses which are not readily identifiable to a specific fund are allocated taking into consideration, among other things, the nature and type of expense and the relative size of the funds.

13

Eaton Vance Floating-Rate & High Income Fundas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

EExpense Reduction — State Street Bank and Trust Company (SSBT) serves as custodian of the Fund. Pursuant to the custodian agreement, SSBT receives a fee reduced by credits, which are determined based on the average daily cash balance the Fund maintains with SSBT. All credit balances, if any, used to reduce the Fund’s custodian fees are reported as a reduction of expenses in the Statement of Operations.

FUse 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.

GIndemnifications — Under the Trust’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 Fund, and shareholders are indemnified against personal liability for the obligations of the Trust. Additionally, in the normal course of business, the Fund enters into agreements with service providers that may contain indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred.

HRedemption Fees — Upon the redemption or exchange of shares by Advisers Class, Class A and Class I shareholders within 90 days of the settlement of purchase, a fee of 1% of the current net asset value of these shares will be assessed and retained by the Fund for the benefit of the remaining shareholders. The redemption fee is accounted for as an addition to paid-in capital.

IOther — Investment transactions are accounted for on a trade date basis. Dividends to shareholders are recorded on the ex-dividend date.

2Distributions to Shareholders

The Fund declares dividends daily to shareholders of record at the time of declaration. Distributions are generally paid monthly. Distributions of realized capital gains (reduced by available capital loss carryforwards from prior years, if any) are made at least annually. Distributions are declared separately for each class of shares. Shareholders may reinvest income and capital gain distributions in additional shares of the same class of the Fund at the net asset value as of the reinvestment date or, at the election of the shareholder, receive distributions in cash. The Fund distinguishes between distributions on a tax basis and a financial reporting basis. Accounting principles generally accepted in the United States of America require that only distributions in excess of tax basis earnings and profits be reported in the financial statements as a return of capital. Permanent differences between book and tax accounting relating to distributions are reclassified to paid-in capital. For tax purposes, distributions from short-term capital gains are considered to be from ordinary income.

The tax character of distributions declared for the years ended October 31, 2009 and October 31, 2008 was as follows:

	Year Ended October 31,
	2009		2008
Distributions declared from:
Ordinary income	$	30,529,188	$	48,038,968
Tax return of capital	$	—	$	6,856,623

During the year ended October 31, 2009, accumulated net realized loss was decreased by $30,029,546, accumulated undistributed net investment income was increased by $4,345,372 and paid-in capital was decreased by $34,374,918 due to expired capital loss carryforwards and differences between book and tax accounting, primarily for swap contracts, mixed straddles, foreign currency gain (loss), premium amortization, and defaulted bonds. These reclassifications had no effect on the net assets or net asset value per share of the Fund.

As of October 31, 2009, the components of distributable earnings (accumulated losses) and unrealized appreciation (depreciation) on a tax basis were as follows:

Undistributed ordinary income	$	5,458,213
Capital loss carryforward	$	(106,557,918	)
Net unrealized depreciation	$	(99,081,103	)
Other temporary differences	$	(649,718	)

The differences between components of distributable earnings (accumulated losses) on a tax basis and the amounts reflected in the Statement of Assets and Liabilities are primarily due to wash sales, partnership allocations, defaulted bond interest, investments in partnerships, swap contracts, premium amortization and the timing of recognizing distributions to shareholders.

3Transactions with Affiliates

The administration fee is earned by EVM as compensation for administrative services rendered to the Fund. The fee is computed at an annual rate of 0.15% of the Fund’s average daily net assets. For the year ended October 31, 2009, the administration fee amounted to $865,694. The Portfolios have engaged Boston Management and Research (BMR), a subsidiary of EVM, to render investment advisory services. See Note 2 of the Portfolios’ Notes to Financial Statements.

14

Eaton Vance Floating-Rate & High Income Fundas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

EVM serves as the sub-transfer agent of the Fund and receives from the transfer agent an aggregate fee based upon the actual expenses incurred by EVM in the performance of these services. For the year ended October 31, 2009, EVM earned $35,646 in sub-transfer agent fees. The Fund was informed that EVD, an affiliate of EVM, received $4,093 as its portion of the sales charge on sales of Class A shares for the year ended October 31, 2009. EVD also received distribution and service fees from Advisers Class, Class A, Class B and Class C shares (see Note 4) and contingent deferred sales charges (see Note 5).

Except for Trustees of the Fund and the Portfolios who are not members of EVM’s or BMR’s organizations, officers and Trustees receive remuneration for their services to the Fund out of the investment adviser fee. Certain officers and Trustees of the Fund and the Portfolios are officers of the above organizations.

4Distribution Plans

The Fund has in effect distribution plans for the Advisers Class shares (Advisers Plan) and Class A shares (Class A Plan) pursuant to Rule 12b-1 under the 1940 Act. The Advisers Plan and the Class A Plan provide that the Fund will pay EVD a distribution and service fee of 0.25% per annum of its average daily net assets attributable to Advisers Class and Class A shares for distribution services and facilities provided to the Fund by EVD, as well as for personal services and/or the maintenance of shareholder accounts. Distribution and service fees paid or accrued to EVD for the year ended October 31, 2009 amounted to $400,665 for Advisers Class shares and $372,587 for Class A shares.

The Fund also has in effect distribution plans for Class B shares (Class B Plan) and Class C shares (Class C Plan) pursuant to Rule 12b-1 under the 1940 Act. The Class B and Class C Plans require the Fund to pay EVD amounts equal to 0.75% per annum of its average daily net assets attributable to Class B and Class C shares for providing ongoing distribution services and facilities to the Fund. The Fund will automatically discontinue payments to EVD during any period in which there are no outstanding Uncovered Distribution Charges, which are equivalent to the sum of (i) 6.25% of the aggregate amount received by the Fund for Class B and Class C shares sold, plus (ii) interest calculated by applying the rate of 1% over the prevailing prime rate to the outstanding balance of Uncovered Distribution Charges of EVD of each respective class, reduced by the aggregate amount of contingent deferred sales charges (see Note 5) and amounts theretofore paid or payable to EVD by each respective class. For the year ended October 31, 2009, the Fund paid or accrued to EVD $240,305 and $1,218,676 for Class B and Class C shares, respectively, representing 0.75% of the average daily net assets of Class B and Class C shares. At October 31, 2009, the amounts of Uncovered Distribution Charges of EVD calculated under the Class B and Class C Plans were approximately $6,896,000 and $62,486,000, respectively.

The Class B and Class C Plans also authorize the Fund to make payments of service fees to EVD, financial intermediaries and other persons in amounts not exceeding 0.25% per annum of its average daily net assets attributable to that class. Service fees paid or accrued are for personal services and/or the maintenance of shareholder accounts. They are separate and distinct from the sales commissions and distribution fees payable to EVD and, as such, are not subject to automatic discontinuance when there are no outstanding Uncovered Distribution Charges of EVD. Service fees paid or accrued for the year ended October 31, 2009 amounted to $80,101 and $406,225 for Class B and Class C shares, respectively.

5Contingent Deferred Sales Charges

A contingent deferred sales charge (CDSC) generally is imposed on redemptions of Class B shares made within six years of purchase and on redemptions of Class C shares made within one year of purchase. Class A shares may be subject to a 1% CDSC if redeemed within 18 months of purchase (depending on the circumstances of purchase). Generally, the CDSC is based upon the lower of the net asset value at date of redemption or date of purchase. No charge is levied on shares acquired by reinvestment of dividends or capital gain distributions. The CDSC for Class B shares is imposed at declining rates that begin at 5% in the case of redemptions in the first and second year after purchase, declining one percentage point each subsequent year. Class C shares are subject to a 1% CDSC if redeemed within one year of purchase. No CDSC is levied on shares which have been sold to EVM or its affiliates or to their respective employees or clients and may be waived under certain other limited conditions. CDSCs received on Class B and Class C redemptions are paid to EVD to reduce the amount of Uncovered Distribution Charges calculated under the Fund’s Class B and Class C Plans. CDSCs received on Class B and Class C redemptions when no Uncovered Distribution Charges exist are credited to the Fund. For the year ended October 31, 2009, the Fund was informed that EVD received approximately $38,000, $77,000 and $13,000 of CDSCs paid by Class A, Class B and Class C shareholders, respectively.

6Investment Transactions

For the year ended October 31, 2009, increases and decreases in the Fund’s investment in the Portfolios were as follows:

Portfolio	Contributions		Withdrawals
Floating Rate Portfolio	$	79,511,639	$	169,165,787
High Income Opportunities Portfolio		9,691,456		20,772,305

15

Eaton Vance Floating-Rate & High Income Fundas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

7Shares of Beneficial Interest

The Fund’s Declaration of Trust permits the Trustees to issue an unlimited number of full and fractional shares of beneficial interest (without par value). Such shares may be issued in a number of different series (such as the Fund) and classes. Transactions in Fund shares were as follows:

	Year Ended October 31,
Advisers Class	2009			2008
Sales		14,220,356			24,724,387
Issued to shareholders electing to receive payments of distributions in Fund shares		793,992			1,670,279
Redemptions		(21,356,638	)		(53,470,270	)
Net decrease		(6,342,290	)		(27,075,604	)

	Year Ended October 31,
Class A	2009			2008
Sales		6,378,165			5,204,117
Issued to shareholders electing to receive payments of distributions in Fund shares		742,148			1,177,545
Redemptions		(8,511,074	)		(23,010,207	)
Exchange from Class B shares		2,011,102			660,099
Net increase (decrease)		620,341			(15,968,446	)

	Year Ended October 31,
Class B	2009			2008
Sales		162,901			153,715
Issued to shareholders electing to receive payments of distributions in Fund shares		152,689			308,743
Redemptions		(1,551,755	)		(3,497,541	)
Exchange to Class A shares		(2,137,629	)		(701,040	)
Net decrease		(3,373,794	)		(3,736,123	)

	Year Ended October 31,
Class C	2009			2008
Sales		2,451,173			2,434,136
Issued to shareholders electing to receive payments of distributions in Fund shares		760,690			1,217,278
Redemptions		(7,093,221	)		(18,115,003	)
Net decrease		(3,881,358	)		(14,463,589	)

	Year Ended October 31,
Class I	2009			2008
Sales		12,833,266			2,760,229
Issued to shareholders electing to receive payments of distributions in Fund shares		203,543			165,871
Redemptions		(6,801,428	)		(3,889,273	)
Net increase (decrease)		6,235,381			(963,173	)

For the years ended October 31, 2009 and October 31 2008, the Fund received $317,937 and $791,757, respectively, in redemption fees.

8Fair Value Measurements

The Fund adopted FASB Statement of Financial Accounting Standards No. 157 (FAS 157), “Fair Value Measurements”, (currently FASB Accounting Standards Codification (ASC) 820-10), effective November 1, 2008. Such standard established a three-tier hierarchy to prioritize the assumptions, referred to as inputs, used in valuation techniques to measure fair value. The three-tier hierarchy of inputs is summarized in the three broad levels listed below.

•  Level 1 – quoted prices in active markets for identical investments

•  Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

•  Level 3 – significant unobservable inputs (including a fund’s own assumptions in determining the fair value of investments)

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. At October 31, 2009, the Fund’s investments in the Portfolios were valued based on Level 1 inputs.

9Review of Subsequent Event

In connection with the preparation of the financial statements of the Fund as of and for the year ended October 31, 2009, events and transactions subsequent to October 31, 2009 through December 28, 2009, the date the financial statements were issued, have been evaluated by the Fund’s management for possible adjustment and/or disclosure. Management has not identified any subsequent events requiring financial statement disclosure as of the date these financial statements were issued.

16

Eaton Vance Floating-Rate & High Income Fundas of October 31, 2009

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Trustees of Eaton Vance Mutual Funds Trust and Shareholders of Eaton Vance Floating-Rate & High Income Fund:

We have audited the accompanying statement of assets and liabilities of Eaton Vance Floating-Rate & High Income Fund (the “Fund”) (one of the funds constituting Eaton Vance Mutual Funds Trust) as of October 31, 2009, 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 financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the 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 financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Eaton Vance Floating-Rate & High Income Fund as of October 31, 2009, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 28, 2009

17

Eaton Vance Floating-Rate & High Income Fundas of October 31, 2009

FEDERAL TAX INFORMATION (Unaudited)

The Form 1099-DIV you receive in January 2010 will show the tax status of all distributions paid to your account in calendar year 2009. Shareholders are advised to consult their own tax adviser with respect to the tax consequences of their investment in the Fund.

Qualified Divided Income. The Fund designates $34,148, or up to the maximum amount of such dividends allowable pursuant to the Internal revenue Code, as qualified dividend income eligible for the reduced tax rate of 15%.

18

Floating Rate Portfolioas of October 31, 2009

PORTFOLIO OF INVESTMENTS

Senior Floating-Rate Interests — 98.2%(1)
Principal
Amount*
(000’s omitted)		Borrower/Tranche Description	Value
Aerospace and Defense — 2.1%
AWAS Capital, Inc.
	9,452	Term Loan, 2.06%, Maturing March 22, 2013	$	8,743,162
CACI International, Inc.
	4,220	Term Loan, 1.78%, Maturing May 3, 2011		4,156,673
DAE Aviation Holdings, Inc.
	2,852	Term Loan, 4.01%, Maturing July 31, 2014		2,681,186
	2,916	Term Loan, 4.04%, Maturing July 31, 2014		2,741,243
Evergreen International Aviation
	10,729	Term Loan, 12.00%, Maturing October 31, 2011		8,529,949
Hawker Beechcraft Acquisition
	18,956	Term Loan, 2.26%, Maturing March 26, 2014		15,070,326
	1,238	Term Loan, 2.28%, Maturing March 26, 2014		983,927
Hexcel Corp.
	5,625	Term Loan, 6.50%, Maturing May 21, 2014		5,667,187
IAP Worldwide Services, Inc.
	3,326	Term Loan, 9.25%, Maturing December 30, 2012(2)		2,796,828
PGS Solutions, Inc.
	1,920	Term Loan, 2.65%, Maturing February 14, 2013		1,823,731
Spirit AeroSystems, Inc.
	3,748	Term Loan, 2.03%, Maturing December 31, 2011		3,631,301
TransDigm, Inc.
	11,650	Term Loan, 2.29%, Maturing June 23, 2013		11,202,721
Vought Aircraft Industries, Inc.
	7,407	Revolving Loan, 0.50%, Maturing December 22, 2009(3)		7,185,185
	2,778	Term Loan, 7.50%, Maturing December 17, 2011		2,777,778
	3,585	Term Loan, 7.50%, Maturing December 17, 2011		3,593,556
	860	Term Loan, 7.50%, Maturing December 22, 2011		854,945
Wesco Aircraft Hardware Corp.
	7,132	Term Loan, 2.50%, Maturing September 29, 2013		6,766,788
			$	89,206,486
Air Transport — 0.3%
Delta Air Lines, Inc.
	11,428	Term Loan, 2.20%, Maturing April 30, 2012	$	9,756,655
	5,417	Term Loan - Second Lien, 3.53%, Maturing April 30, 2014		4,566,427
			$	14,323,082
Automotive — 3.9%
Accuride Corp.
	11,097	Term Loan, 10.00%, Maturing January 31, 2012	$	11,044,990
	3,108	Term Loan, Maturing September 30, 2013(4)		3,177,338
Adesa, Inc.
	21,183	Term Loan, 2.50%, Maturing October 18, 2013		20,335,780
Allison Transmission, Inc.
	6,667	Term Loan, 3.01%, Maturing September 30, 2014		5,999,170
Cooper Standard Automotive, Inc.
	915	Revolving Loan, 6.75%, Maturing December 23, 2011		839,149
	5,581	Term Loan, 7.00%, Maturing December 23, 2010		5,120,791
	286	Term Loan, 2.50%, Maturing December 23, 2011		262,245
Dayco Products, LLC
	1,489	DIP Loan, 8.50%, Maturing May 4, 2010		1,508,300
	1,534	DIP Loan, 8.50%, Maturing May 4, 2010		1,538,936
	8,180	Term Loan, 0.00%, Maturing June 21, 2011(5)		3,749,028
Federal-Mogul Corp.
	19,197	Term Loan, 2.19%, Maturing December 27, 2014		14,794,017
	10,522	Term Loan, 2.19%, Maturing December 27, 2015		8,108,173
Financiere Truck (Investissement)
EUR	1,313	Term Loan, 3.41%, Maturing February 15, 2012		1,390,710
Ford Motor Co.
	10,000	Revolving Loan, 2.50%, Maturing December 15, 2013(3)		9,095,000
	6,946	Term Loan, 3.29%, Maturing December 15, 2013		6,207,604
Fraikin, Ltd.
GBP	1,612	Term Loan, 0.93%, Maturing February 15, 2012(3)		1,904,918
GBP	718	Term Loan, 3.28%, Maturing February 15, 2012(3)		848,210
Goodyear Tire & Rubber Co.
	35,256	Term Loan - Second Lien, 2.34%, Maturing April 30, 2010		32,321,938
HLI Operating Co., Inc.
	2,496	DIP Loan, 26.00%, Maturing November 30, 2009(2)		2,521,322

See notes to financial statements

19

Floating Rate Portfolioas of October 31, 2009

PORTFOLIO OF INVESTMENTS CONT’D

Principal
Amount*
(000’s omitted)		Borrower/Tranche Description	Value
Automotive (continued)
EUR	425	Term Loan, 11.00%, Maturing May 30, 2014	$	46,959
EUR	7,227	Term Loan, 11.50%, Maturing May 30, 2014		1,648,534
Keystone Automotive Operations, Inc.
	6,841	Term Loan, 3.78%, Maturing January 12, 2012		4,190,286
Locafroid Services S.A.S.
EUR	309	Term Loan, 3.47%, Maturing February 15, 2012		327,361
Tenneco Automotive, Inc.
	5,050	Term Loan, 5.75%, Maturing March 17, 2014		4,772,250
TriMas Corp.
	894	Term Loan, 2.52%, Maturing August 2, 2011		823,367
	7,960	Term Loan, 2.50%, Maturing August 2, 2013		7,333,208
TRW Automotive, Inc.
	10,178	Term Loan, 6.25%, Maturing February 2, 2014		10,196,885
United Components, Inc.
	7,456	Term Loan, 2.72%, Maturing June 30, 2010		6,915,496
			$	167,021,965
Beverage and Tobacco — 0.3%
Culligan International Co.
	12,320	Term Loan, 2.50%, Maturing November 24, 2014	$	9,609,850
Southern Wine & Spirits of America, Inc.
	997	Term Loan, 5.50%, Maturing May 31, 2012		976,194
Van Houtte, Inc.
	116	Term Loan, 2.78%, Maturing July 11, 2014		110,591
	850	Term Loan, 2.78%, Maturing July 11, 2014		810,997
			$	11,507,632
Brokers, Dealers and Investment Houses — 0.2%
AmeriTrade Holding Corp.
	9,446	Term Loan, 1.75%, Maturing December 31, 2012	$	9,185,723
			$	9,185,723
Building and Development — 2.7%
401 North Wabash Venture, LLC
	3,789	Term Loan, 0.00%, Maturing May 7, 2009(6)	$	2,841,393
AIMCO Properties, L.P.
	5,627	Term Loan, 1.75%, Maturing March 23, 2011		5,402,250
Beacon Sales Acquisition, Inc.
	4,337	Term Loan, 2.28%, Maturing September 30, 2013		4,092,939
Brickman Group Holdings, Inc.
	5,830	Term Loan, 2.28%, Maturing January 23, 2014		5,504,498
Building Materials Corp. of America
	3,564	Term Loan, 3.00%, Maturing February 22, 2014		3,299,591
Capital Automotive (REIT)
	2,697	Term Loan, 5.75%, Maturing December 14, 2012		2,414,231
Contech Construction Products
	1,767	Term Loan, 2.25%, Maturing January 13, 2013		1,590,457
Epco/Fantome, LLC
	9,460	Term Loan, 2.87%, Maturing November 23, 2010		7,236,900
Forestar USA Real Estate Group, Inc.
	9,442	Revolving Loan, 0.39%, Maturing December 1, 2010(3)		7,930,940
	4,018	Term Loan, 5.10%, Maturing December 1, 2010		3,616,071
Hearthstone Housing Partners II, LLC
	4,347	Revolving Loan, 1.75%, Maturing December 1, 2009(3)		2,896,184
Lafarge Roofing
	637	Term Loan, 2.41%, Maturing July 16, 2014		467,278
	940	Term Loan, 2.66%, Maturing July 16, 2014		689,269
EUR	1,417	Term Loan, 2.29%, Maturing July 16, 2014(2)		1,529,749
EUR	1,415	Term Loan, 3.12%, Maturing July 16, 2014		1,527,472
EUR	1,819	Term Loan, 5.00%, Maturing April 16, 2015(2)		1,305,019
LNR Property Corp.
	8,208	Term Loan, 3.75%, Maturing July 3, 2011		6,525,629
Mueller Water Products, Inc.
	6,328	Term Loan, 5.78%, Maturing May 24, 2014		6,195,990
NCI Building Systems, Inc.
	3,056	Term Loan, 4.03%, Maturing June 18, 2010		2,845,825
November 2005 Land Investors
	610	Term Loan, 0.00%, Maturing May 9, 2011(5)		207,292
Panolam Industries Holdings, Inc.
	4,680	Term Loan, 5.00%, Maturing September 30, 2012		4,223,335
Re/Max International, Inc.
	8,620	Term Loan, 6.50%, Maturing December 17, 2012		8,447,695
Realogy Corp.
	2,817	Term Loan, 3.24%, Maturing September 1, 2014		2,368,506
	10,464	Term Loan, 3.29%, Maturing September 1, 2014		8,797,301
Sanitec Europe OY
EUR	3,470	Term Loan, 2.50%, Maturing June 25, 2016		3,540,911
South Edge, LLC
	8,795	Term Loan, 0.00%, Maturing October 31, 2009(6)		2,704,353

See notes to financial statements

20

Floating Rate Portfolioas of October 31, 2009

PORTFOLIO OF INVESTMENTS CONT’D

Principal
Amount*
(000’s omitted)		Borrower/Tranche Description	Value
Building and Development (continued)
Standard Pacific Corp.
	4,680	Term Loan, 2.19%, Maturing May 5, 2013	$	3,907,800
WCI Communities, Inc.
	3,660	Term Loan, 10.00%, Maturing September 3, 2014		3,138,098
	9,911	Term Loan, 10.00%, Maturing September 3, 2014		9,786,687
			$	115,033,663
Business Equipment and Services — 8.2%
Activant Solutions, Inc.
	8,237	Term Loan, 2.31%, Maturing May 1, 2013	$	7,681,448
Acxiom Corp.
	8,845	Term Loan, 2.24%, Maturing September 15, 2012		8,801,236
Affiliated Computer Services
	10,037	Term Loan, 2.24%, Maturing March 20, 2013		9,931,565
	5,871	Term Loan, 2.24%, Maturing March 20, 2013		5,809,666
Affinion Group, Inc.
	5,000	Revolving Loan, 0.53%, Maturing October 17, 2011(3)		4,387,500
	16,134	Term Loan, 2.74%, Maturing October 17, 2012		15,516,430
Education Management, LLC
	11,302	Term Loan, 2.06%, Maturing June 1, 2013		10,622,072
Info USA, Inc.
	815	Term Loan, 2.29%, Maturing February 14, 2012		788,846
	1,796	Term Loan, 2.29%, Maturing February 14, 2012		1,737,631
Information Resources, Inc.
	4,422	Term Loan, 2.14%, Maturing May 7, 2014		4,190,075
Intergraph Corp.
	3,350	Term Loan, 2.37%, Maturing May 29, 2014		3,213,449
iPayment, Inc.
	11,663	Term Loan, 2.27%, Maturing May 10, 2013		10,656,911
Kronos, Inc.
	10,309	Term Loan, 2.28%, Maturing June 11, 2014		9,729,543
Language Line, Inc.
	6,235	Term Loan, 5.50%, Maturing June 11, 2011		6,235,467
	12,325	Term Loan, Maturing October 30, 2015(4)		12,332,703
Mitchell International, Inc.
	1,990	Term Loan, 2.31%, Maturing March 28, 2014		1,803,253
	1,500	Term Loan - Second Lien, 5.56%, Maturing March 28, 2015		1,020,000
N.E.W. Holdings I, LLC
	9,167	Term Loan, 2.74%, Maturing May 22, 2014		8,587,917
Protection One, Inc.
	10,574	Term Loan, 2.49%, Maturing March 31, 2012		10,118,122
Quintiles Transnational Corp.
	10,000	Revolving Loan, 0.25%, Maturing March 31, 2012(3)		9,284,000
	13,404	Term Loan, 2.28%, Maturing March 31, 2013		12,792,083
Sabre, Inc.
	30,770	Term Loan, 2.49%, Maturing September 30, 2014		26,711,975
Safenet, Inc.
	3,910	Term Loan, 2.75%, Maturing April 12, 2014		3,668,069
Serena Software, Inc.
	7,061	Term Loan, 2.32%, Maturing March 10, 2013		6,539,914
Sitel (Client Logic)
	6,866	Term Loan, 5.77%, Maturing January 29, 2014		5,973,293
EUR	941	Term Loan, 5.93%, Maturing January 29, 2014		1,135,594
Solera Holdings, LLC
	3,755	Term Loan, 2.06%, Maturing May 15, 2014		3,607,286
EUR	2,969	Term Loan, 2.50%, Maturing May 15, 2014		4,237,919
SunGard Data Systems, Inc.
	7,420	Term Loan, 1.99%, Maturing February 11, 2013		6,986,141
	3,440	Term Loan, 6.75%, Maturing February 28, 2014		3,483,253
	42,536	Term Loan, 4.07%, Maturing February 28, 2016		41,389,460
Ticketmaster
	8,000	Term Loan, 3.55%, Maturing July 22, 2014		7,880,000
Transaction Network Services, Inc.
	3,919	Term Loan, 9.50%, Maturing May 4, 2012		3,958,163
Travelport, LLC
	10,753	Term Loan, 2.78%, Maturing August 23, 2013		9,803,979
	13,317	Term Loan, 2.78%, Maturing August 23, 2013		12,152,139
	4,672	Term Loan, 2.78%, Maturing August 23, 2013		4,263,334
EUR	2,106	Term Loan, 3.24%, Maturing August 23, 2013		2,773,633
	2,494	Term Loan, 10.50%, Maturing August 23, 2013		2,535,313
Valassis Communications, Inc.
	736	Term Loan, 2.04%, Maturing March 2, 2014		688,617
	4,361	Term Loan, 2.04%, Maturing March 2, 2014		4,081,522
VWR International, Inc.
	16,633	Term Loan, 2.74%, Maturing June 28, 2013		15,219,481
West Corp.
	12,166	Term Loan, 2.62%, Maturing October 24, 2013		11,198,859
	17,672	Term Loan, 4.12%, Maturing July 15, 2016		16,651,209
			$	350,179,070
Cable and Satellite Television — 7.3%
Atlantic Broadband Finance, LLC
	9,403	Term Loan, 6.75%, Maturing June 8, 2013	$	9,379,923
	350	Term Loan, 2.54%, Maturing September 1, 2013		345,175

See notes to financial statements

21

Floating Rate Portfolioas of October 31, 2009

PORTFOLIO OF INVESTMENTS CONT’D

Principal
Amount*
(000’s omitted)		Borrower/Tranche Description	Value
Cable and Satellite Television (continued)
Bresnan Broadband Holdings, LLC
	1,493	Term Loan, 2.29%, Maturing March 29, 2014	$	1,437,774
	15,474	Term Loan, 2.42%, Maturing March 29, 2014		14,906,367
Cequel Communications, LLC
	38,664	Term Loan, 2.24%, Maturing November 5, 2013		37,020,778
Charter Communications Operating, Inc.
	45,219	Term Loan, 6.25%, Maturing April 28, 2013		41,229,789
CSC Holdings, Inc.
	14,767	Term Loan, 2.05%, Maturing March 29, 2013		14,086,273
CW Media Holdings, Inc.
	4,962	Term Loan, 3.53%, Maturing February 15, 2015		4,614,684
DirectTV Holdings, LLC
	1,975	Term Loan, 5.25%, Maturing April 13, 2013		1,978,079
Foxco Acquisition Sub., LLC
	5,534	Term Loan, 7.50%, Maturing July 2, 2015		5,056,699
Insight Midwest Holdings, LLC
	26,316	Term Loan, 2.29%, Maturing April 6, 2014		25,080,334
MCC Iowa, LLC
	394	Term Loan, 1.73%, Maturing March 31, 2010		390,246
	7,656	Term Loan, 1.98%, Maturing January 31, 2015		7,043,305
	7,780	Term Loan, 1.98%, Maturing January 31, 2015		7,157,600
Mediacom Illinois, LLC
	1,620	Term Loan, 1.48%, Maturing September 30, 2012		1,506,600
	14,176	Term Loan, 1.73%, Maturing January 31, 2015		13,035,662
	3,000	Term Loan, 5.50%, Maturing March 31, 2017		3,015,000
NTL Investment Holdings, Ltd.
GBP	3,500	Term Loan - Second Lien, 3.62%, Maturing March 30, 2013		5,331,495
ProSiebenSat.1 Media AG
EUR	1,887	Term Loan, Maturing June 26, 2014(4)		2,320,919
EUR	113	Term Loan, Maturing July 2, 2014(4)		143,514
EUR	2,020	Term Loan, 3.53%, Maturing March 2, 2015		1,989,790
EUR	729	Term Loan, 2.73%, Maturing June 26, 2015		908,338
EUR	15,457	Term Loan, 2.73%, Maturing June 26, 2015		19,250,130
EUR	2,020	Term Loan, 3.78%, Maturing March 2, 2016		1,989,790
UPC Broadband Holding B.V.
	7,083	Term Loan, 2.00%, Maturing December 31, 2014		6,642,839
	4,842	Term Loan, 3.75%, Maturing December 31, 2016		4,660,863
EUR	19,765	Term Loan, 4.19%, Maturing December 31, 2016		26,760,394
EUR	10,790	Term Loan, 4.44%, Maturing December 31, 2017		14,675,363
Virgin Media Investment Holding
GBP	2,000	Term Loan, Maturing March 2, 2012(4)		3,203,420
	7,994	Term Loan, 3.78%, Maturing March 30, 2012		7,963,901
GBP	2,224	Term Loan, 4.40%, Maturing March 30, 2012		3,544,651
GBP	3,638	Term Loan, 4.40%, Maturing March 30, 2012		5,797,625
GBP	1,130	Term Loan, 4.43%, Maturing March 30, 2012		1,801,099
YPSO Holding SA
EUR	3,159	Term Loan, 2.68%, Maturing July 28, 2014		3,599,311
EUR	5,155	Term Loan, 2.68%, Maturing July 28, 2014		5,872,561
EUR	8,186	Term Loan, 2.68%, Maturing July 28, 2014		9,326,637
			$	313,066,928
Chemicals and Plastics — 5.1%
Arizona Chemical, Inc.
EUR	2,814	Term Loan, 2.82%, Maturing February 28, 2013	$	3,934,013
Ashland, Inc.
	3,458	Term Loan, 6.50%, Maturing May 20, 2014		3,484,031
	1,298	Term Loan, 7.65%, Maturing November 20, 2014		1,321,094
Brenntag Holding GmbH and Co. KG
	10,877	Term Loan, 2.25%, Maturing December 23, 2013		10,360,709
	3,477	Term Loan, 2.29%, Maturing December 23, 2013		3,311,752
EUR	3,434	Term Loan, 2.88%, Maturing December 23, 2013		4,889,331
EUR	230	Term Loan - Second Lien, 5.02%, Maturing June 23, 2015		320,635
EUR	770	Term Loan - Second Lien, 5.02%, Maturing June 23, 2015		1,073,754
British Vita UK, Ltd.
EUR	1,196	Term Loan, 5.78%, Maturing June 30, 2014(2)		1,208,583
Celanese Holdings, LLC
	10,176	Term Loan, 2.00%, Maturing April 2, 2014		9,562,083
	13,433	Term Loan, 2.04%, Maturing April 2, 2014		12,599,228
Cognis GmbH
EUR	1,249	Term Loan, 2.77%, Maturing September 15, 2013		1,677,343
EUR	4,276	Term Loan, 2.77%, Maturing September 15, 2013		5,744,980
Columbian Chemicals Acquisition
	8,627	Term Loan, 6.31%, Maturing March 16, 2013		7,365,464
Ferro Corp.
	13,520	Term Loan, 6.29%, Maturing June 6, 2012		12,877,833
First Chemical Holding
EUR	575	Term Loan, 3.32%, Maturing December 18, 2014		619,890
EUR	575	Term Loan, 3.82%, Maturing December 18, 2015		619,890
Georgia Gulf Corp.
	5,068	Term Loan, 10.00%, Maturing October 3, 2013		5,070,261

See notes to financial statements

22

Floating Rate Portfolioas of October 31, 2009

PORTFOLIO OF INVESTMENTS CONT’D

Principal
Amount*
(000’s omitted)		Borrower/Tranche Description	Value
Chemicals and Plastics (continued)
Hexion Specialty Chemicals, Inc.
EUR	1,105	Term Loan, 2.95%, Maturing May 5, 2012	$	1,266,405
	9,600	Term Loan, 2.25%, Maturing May 5, 2013		6,480,000
	2,936	Term Loan, 2.56%, Maturing May 5, 2013		2,334,392
	13,520	Term Loan, 2.56%, Maturing May 5, 2013		10,748,060
	2,481	Term Loan, 2.75%, Maturing May 5, 2013		1,966,540
Huntsman International, LLC
	7,500	Revolving Loan, 0.91%, Maturing August 16, 2010(3)		6,890,625
	18,328	Term Loan, 1.99%, Maturing August 16, 2012		16,783,144
INEOS Group
EUR	150	Term Loan, Maturing December 14, 2011(4)		188,284
EUR	150	Term Loan, Maturing December 14, 2011(4)		188,284
EUR	2,911	Term Loan, 5.52%, Maturing December 14, 2011		3,648,230
EUR	2,912	Term Loan, 6.02%, Maturing December 14, 2011		3,649,514
	3,872	Term Loan, 7.00%, Maturing December 14, 2012		3,339,481
	9,968	Term Loan, 7.50%, Maturing December 14, 2013		8,552,579
	9,968	Term Loan, 10.00%, Maturing December 14, 2014		8,552,579
ISP Chemco, Inc.
	8,516	Term Loan, 2.00%, Maturing June 4, 2014		8,082,544
Kranton Polymers, LLC
	15,980	Term Loan, 2.31%, Maturing May 12, 2013		15,205,219
MacDermid, Inc.
	3,082	Term Loan, 2.24%, Maturing April 12, 2014		2,619,606
Millenium Inorganic Chemicals
	6,645	Term Loan, 2.53%, Maturing April 30, 2014		6,113,116
Momentive Performance Material
	4,900	Term Loan, 2.56%, Maturing December 4, 2013		4,102,001
Nalco Co.
	3,035	Term Loan, 6.50%, Maturing May 6, 2016		3,091,651
Rockwood Specialties Group, Inc.
EUR	653	Term Loan, 5.00%, Maturing July 30, 2011		917,657
	19,572	Term Loan, 6.00%, Maturing May 15, 2014		19,848,843
			$	220,609,628
Clothing / Textiles — 0.3%
Hanesbrands, Inc.
	6,512	Term Loan, 5.03%, Maturing September 5, 2013	$	6,550,460
	5,000	Term Loan - Second Lien, 3.99%, Maturing March 5, 2014		4,843,750
St. John Knits International, Inc.
	3,861	Term Loan, 9.25%, Maturing March 23, 2012		3,127,584
			$	14,521,794
Conglomerates — 3.0%
Amsted Industries, Inc.
	10,020	Term Loan, 2.29%, Maturing October 15, 2010	$	9,193,785
	6,753	Term Loan, 2.40%, Maturing April 5, 2013		6,195,633
Doncasters (Dunde HoldCo 4 Ltd.)
GBP	659	Term Loan, 3.02%, Maturing July 13, 2015		878,856
GBP	659	Term Loan, 3.52%, Maturing July 13, 2015		878,856
	3,595	Term Loan, 4.24%, Maturing July 13, 2015		2,921,189
	3,595	Term Loan, 4.74%, Maturing July 13, 2015		2,921,189
GenTek, Inc.
	3,285	Term Loan, Maturing February 25, 2011(4)		3,303,689
	1,715	Term Loan, Maturing February 28, 2011(4)		1,724,436
	2,125	Term Loan, Maturing October 29, 2014(4)		2,140,051
Jarden Corp.
	3,481	Term Loan, 2.03%, Maturing January 24, 2012		3,359,406
	8,467	Term Loan, 2.03%, Maturing January 24, 2012		8,189,549
	1,542	Term Loan, 2.78%, Maturing January 24, 2012		1,513,974
Johnson Diversey, Inc.
	1,993	Term Loan, 2.48%, Maturing December 16, 2010		1,984,707
	7,883	Term Loan, 2.48%, Maturing December 16, 2011		7,850,920
Manitowoc Company, Inc. (The)
	15,616	Term Loan, 7.50%, Maturing August 21, 2014		15,401,162
Polymer Group, Inc.
	1,000	Revolving Loan, 0.74%, Maturing November 22, 2010(3)		850,000
	1,830	Term Loan, 2.50%, Maturing November 22, 2012		1,820,483
	14,060	Term Loan, 7.00%, Maturing November 22, 2014		14,095,227
RBS Global, Inc.
	5,551	Term Loan, 2.50%, Maturing July 19, 2013		5,323,911
	19,195	Term Loan, 2.79%, Maturing July 19, 2013		18,490,726
RGIS Holdings, LLC
	729	Term Loan, 2.75%, Maturing April 30, 2014		649,616
	14,578	Term Loan, 2.77%, Maturing April 30, 2014		12,992,330
US Investigations Services, Inc.
	2,940	Term Loan, 3.29%, Maturing February 21, 2015		2,739,951
Vertrue, Inc.
	4,449	Term Loan, 3.29%, Maturing August 16, 2014		3,681,486
			$	129,101,132

See notes to financial statements

23

Floating Rate Portfolioas of October 31, 2009

PORTFOLIO OF INVESTMENTS CONT’D

Principal
Amount*
(000’s omitted)		Borrower/Tranche Description	Value
Containers and Glass Products — 3.1%
Berry Plastics Corp.
	20,393	Term Loan, 2.30%, Maturing April 3, 2015	$	17,571,642
Celanese AG
EUR	975	Term Loan, 2.50%, Maturing April 6, 2011		1,352,355
Consolidated Container Co.
	5,821	Term Loan, 2.50%, Maturing March 28, 2014		5,417,917
Crown Americas, Inc.
	1,407	Term Loan, 2.00%, Maturing November 15, 2012		1,379,542
	4,703	Term Loan, 2.00%, Maturing November 15, 2012		4,612,387
EUR	4,365	Term Loan, 2.18%, Maturing November 15, 2012		6,206,954
Graham Packaging Holdings Co.
	4,804	Term Loan, 2.55%, Maturing October 7, 2011		4,699,176
	19,095	Term Loan, 6.75%, Maturing April 5, 2014		19,143,031
Graphic Packaging International, Inc.
	27,563	Term Loan, 2.28%, Maturing May 16, 2014		26,273,710
	3,448	Term Loan, 3.03%, Maturing May 16, 2014		3,318,219
JSG Acquisitions
EUR	1,689	Term Loan, 4.00%, Maturing December 31, 2014		2,395,484
EUR	1,692	Term Loan, 4.11%, Maturing December 31, 2014		2,399,068
OI European Group B.V.
EUR	12,065	Term Loan, 1.93%, Maturing June 14, 2013		17,014,945
Owens-Brockway Glass Container
	4,097	Term Loan, 1.74%, Maturing June 14, 2013		4,002,688
Smurfit-Stone Container Corp.
	657	DIP Loan, 10.00%, Maturing August 6, 2010		660,631
	7,935	Revolving Loan, 2.84%, Maturing July 28, 2010		7,776,471
	2,632	Revolving Loan, 3.06%, Maturing July 28, 2010		2,579,219
	1,033	Term Loan, 2.50%, Maturing November 1, 2011		1,003,874
	1,813	Term Loan, 2.50%, Maturing November 1, 2011		1,765,742
	3,416	Term Loan, 2.50%, Maturing November 1, 2011		3,320,309
	1,593	Term Loan, 4.50%, Maturing November 1, 2011		1,551,583
			$	134,444,947
Cosmetics / Toiletries — 0.2%
American Safety Razor Co.
	3,382	Term Loan, 2.54%, Maturing July 31, 2013	$	3,221,352
Bausch & Lomb, Inc.
	382	Term Loan, 3.52%, Maturing April 30, 2015		364,889
	1,573	Term Loan, 3.53%, Maturing April 30, 2015		1,502,579
Prestige Brands, Inc.
	5,100	Term Loan, 2.49%, Maturing April 7, 2011		5,010,954
			$	10,099,774
Drugs — 0.6%
Graceway Pharmaceuticals, LLC
	15,351	Term Loan, 2.99%, Maturing May 3, 2012	$	10,822,562
Pharmaceutical Holdings Corp.
	2,205	Term Loan, 3.50%, Maturing January 30, 2012		2,089,180
Warner Chilcott Corp.
	4,562	Term Loan, Maturing October 30, 2014(4)		4,576,193
	1,597	Term Loan, Maturing April 30, 2015(4)		1,601,667
	2,281	Term Loan, Maturing April 30, 2015(4)		2,288,096
	5,018	Term Loan, Maturing April 30, 2015(4)		4,967,563
			$	26,345,261
Ecological Services and Equipment — 0.6%
Big Dumpster Merger Sub, Inc.
	668	Term Loan, 2.50%, Maturing February 5, 2013	$	435,644
Blue Waste B.V. (AVR Acquisition)
EUR	2,000	Term Loan, 2.68%, Maturing April 1, 2015		2,724,026
Environmental Systems Products Holdings, Inc.
	417	Term Loan - Second Lien, 13.50%, Maturing December 12, 2010		373,050
Kemble Water Structure, Ltd.
GBP	13,150	Term Loan - Second Lien, 4.49%, Maturing October 13, 2013		16,610,763
Sensus Metering Systems, Inc.
	7,391	Term Loan, 7.00%, Maturing June 3, 2013		7,418,416
Wastequip, Inc.
	281	Term Loan, 2.50%, Maturing February 5, 2013		183,429
			$	27,745,328
Electronics / Electrical — 3.0%
Aspect Software, Inc.
	3,502	Term Loan, 3.31%, Maturing July 11, 2011	$	3,212,819
Fairchild Semiconductor Corp.
	9,169	Term Loan, 1.75%, Maturing June 26, 2013		8,635,707
FCI International S.A.S.
	331	Term Loan, 3.41%, Maturing November 1, 2013		301,842
	552	Term Loan, 3.41%, Maturing November 1, 2013		503,458
	552	Term Loan, 3.41%, Maturing November 1, 2013		503,458
	573	Term Loan, 3.41%, Maturing November 1, 2013		522,952
	992	Term Loan, 3.41%, Maturing November 1, 2013		905,384

See notes to financial statements

24

Floating Rate Portfolioas of October 31, 2009

PORTFOLIO OF INVESTMENTS CONT’D

Principal
Amount*
(000’s omitted)		Borrower/Tranche Description	Value
Electronics / Electrical (continued)
Freescale Semiconductor, Inc.
	29,815	Term Loan, 2.00%, Maturing December 1, 2013	$	24,307,655
Infor Enterprise Solutions Holdings
EUR	2,917	Term Loan, 3.43%, Maturing July 28, 2012		3,837,353
	7,173	Term Loan, 4.00%, Maturing July 28, 2012		6,330,083
	19,323	Term Loan, 4.00%, Maturing July 28, 2012		17,052,855
Network Solutions, LLC
	9,452	Term Loan, 2.78%, Maturing March 7, 2014		8,507,168
Open Solutions, Inc.
	10,132	Term Loan, 2.41%, Maturing January 23, 2014		8,224,110
Sensata Technologies Finance Co.
	18,483	Term Loan, 2.03%, Maturing April 27, 2013		15,912,610
Spectrum Brands, Inc.
	804	Term Loan, 8.00%, Maturing March 30, 2013		788,014
	15,635	Term Loan, 8.00%, Maturing March 30, 2013		15,330,400
SS&C Technologies, Inc.
	3,028	Term Loan, 2.28%, Maturing November 23, 2012		2,906,436
Vertafore, Inc.
	11,266	Term Loan, 5.50%, Maturing July 31, 2014		11,097,061
	1,975	Term Loan, 7.50%, Maturing July 31, 2014		1,928,094
			$	130,807,459
Equipment Leasing — 0.0%
Hertz Corp.
	8	Term Loan, 2.00%, Maturing December 21, 2012	$	7,410
	835	Term Loan, 2.04%, Maturing December 21, 2012		781,243
			$	788,653
Farming / Agriculture — 0.3%
BF Bolthouse HoldCo, LLC
	3,717	Term Loan, 2.56%, Maturing December 16, 2012	$	3,635,552
Central Garden & Pet Co.
	9,843	Term Loan, 1.75%, Maturing February 28, 2014		9,367,667
			$	13,003,219
Financial Intermediaries — 1.6%
Asset Acceptence Capital Corp.
	1,440	Term Loan, 2.54%, Maturing June 5, 2013	$	1,396,379
Citco III, Ltd.
	13,812	Term Loan, 2.85%, Maturing June 30, 2014		12,085,550
E.A. Viner International Co.
	395	Term Loan, 4.79%, Maturing July 31, 2013		373,124
Grosvenor Capital Management
	5,729	Term Loan, 2.25%, Maturing December 5, 2013		5,213,526
Jupiter Asset Management Group
GBP	3,644	Term Loan, 2.74%, Maturing June 30, 2015		5,651,191
Lender Processing Services, Inc.
	5,040	Term Loan, 2.74%, Maturing July 2, 2014		5,011,814
LPL Holdings, Inc.
	26,606	Term Loan, 2.01%, Maturing December 18, 2014		25,142,351
Nuveen Investments, Inc.
	3,977	Term Loan, 3.28%, Maturing November 2, 2014		3,444,079
Oxford Acquisition III, Ltd.
	11,051	Term Loan, 2.28%, Maturing May 24, 2014		9,190,512
RJO Holdings Corp. (RJ O’Brien)
	4,007	Term Loan, 3.25%, Maturing July 31, 2014		2,694,619
			$	70,203,145
Food Products — 2.9%
Acosta, Inc.
	16,913	Term Loan, 2.50%, Maturing July 28, 2013	$	16,119,855
Advantage Sales & Marketing, Inc.
	16,440	Term Loan, 2.29%, Maturing March 29, 2013		15,659,544
American Seafoods Group, LLC
	1,930	Term Loan, 4.03%, Maturing September 30, 2012		1,881,623
BL Marketing, Ltd.
GBP	3,500	Term Loan, 2.52%, Maturing December 31, 2013		5,528,958
GBP	2,500	Term Loan - Second Lien, 3.01%, Maturing June 30, 2015		3,692,811
Dean Foods Co.
	26,531	Term Loan, 1.66%, Maturing April 2, 2014		24,856,063
Dole Food Company, Inc.
	1,691	Term Loan, 7.15%, Maturing April 12, 2013		1,710,605
	2,324	Term Loan, 8.00%, Maturing April 12, 2013		2,351,344
	8,204	Term Loan, 8.00%, Maturing April 12, 2013		8,301,165
MafCo Worldwide Corp.
	733	Term Loan, 2.25%, Maturing December 8, 2011		688,884
Pinnacle Foods Finance, LLC
	4,000	Revolving Loan, 0.90%, Maturing April 2, 2013(3)		2,700,000
	30,959	Term Loan, 3.00%, Maturing April 2, 2014		29,063,083

See notes to financial statements

25

Floating Rate Portfolioas of October 31, 2009

PORTFOLIO OF INVESTMENTS CONT’D

Principal
Amount*
(000’s omitted)		Borrower/Tranche Description	Value
Food Products (continued)
Reddy Ice Group, Inc.
	12,335	Term Loan, 2.00%, Maturing August 9, 2012	$	11,039,825
			$	123,593,760
Food Service — 2.5%
AFC Enterprises, Inc.
	1,611	Term Loan, 7.00%, Maturing May 11, 2011	$	1,623,305
Aramark Corp.
	3,075	Term Loan, 2.14%, Maturing January 26, 2014		2,827,627
	45,618	Term Loan, 2.16%, Maturing January 26, 2014		41,949,126
	973	Term Loan, 2.16%, Maturing January 26, 2014		887,893
	238	Term Loan, 3.25%, Maturing October 22, 2014		228,884
Buffets, Inc.
	5,223	Term Loan, 18.00%, Maturing April 30, 2012		5,334,465
	1,059	Term Loan, 7.53%, Maturing November 1, 2013(2)		931,568
	4,618	Term Loan - Second Lien, 17.78%, Maturing November 1, 2013(2)		4,063,656
CBRL Group, Inc.
	662	Term Loan, 1.96%, Maturing April 27, 2013		638,574
	6,557	Term Loan, 1.98%, Maturing April 27, 2013		6,324,008
JRD Holdings, Inc.
	2,887	Term Loan, 2.50%, Maturing June 26, 2014		2,778,467
Maine Beverage Co., LLC
	1,925	Term Loan, 2.04%, Maturing June 30, 2010		1,780,625
OSI Restaurant Partners, LLC
	1,067	Term Loan, 3.03%, Maturing May 9, 2013		891,841
	12,124	Term Loan, 2.56%, Maturing May 9, 2014		10,130,061
QCE Finance, LLC
	8,894	Term Loan, 2.56%, Maturing May 5, 2013		7,200,119
Sagittarius Restaurants, LLC
	4,299	Term Loan, 9.75%, Maturing March 29, 2013		3,997,974
Selecta
CHF	18,405	Term Loan, 2.88%, Maturing June 28, 2015		13,365,448
SSP Financing, Ltd.
	3,955	Term Loan, 3.18%, Maturing June 15, 2014		2,060,303
	3,955	Term Loan, 3.68%, Maturing June 15, 2015		2,060,303
			$	109,074,247
Food / Drug Retailers — 2.4%
General Nutrition Centers, Inc.
	21,691	Term Loan, 2.52%, Maturing September 16, 2013	$	20,131,787
Pantry, Inc. (The)
	62	Term Loan, 1.75%, Maturing May 15, 2014		58,516
	6,706	Term Loan, 1.75%, Maturing May 15, 2014		6,358,568
Rite Aid Corp.
	30,610	Term Loan, 2.00%, Maturing June 1, 2014		26,547,666
	13,952	Term Loan, 6.00%, Maturing June 4, 2014		13,114,673
	11,500	Term Loan, 9.50%, Maturing June 4, 2014		11,921,671
Roundy’s Supermarkets, Inc.
	24,418	Term Loan, 6.03%, Maturing November 3, 2011		24,092,049
			$	102,224,930
Forest Products — 1.6%
Appleton Papers, Inc.
	11,403	Term Loan, 6.63%, Maturing June 5, 2014	$	10,376,581
Georgia-Pacific Corp.
	40,320	Term Loan, 2.32%, Maturing December 20, 2012		38,920,266
	3,931	Term Loan, 2.33%, Maturing December 20, 2012		3,794,356
	8,368	Term Loan, 3.59%, Maturing December 23, 2014		8,328,425
Xerium Technologies, Inc.
	8,852	Term Loan, 5.78%, Maturing May 18, 2012		7,258,745
			$	68,678,373
Health Care — 9.3%
1-800 Contacts, Inc.
	3,990	Term Loan, 7.70%, Maturing March 4, 2015	$	3,970,000
Accellent, Inc.
	3,096	Term Loan, 2.87%, Maturing November 22, 2012		2,943,568
Alliance Imaging, Inc.
	4,635	Term Loan, 2.86%, Maturing December 29, 2011		4,495,018
American Medical Systems
	4,172	Term Loan, 2.50%, Maturing July 20, 2012		4,056,890
AMN Healthcare, Inc.
	3,191	Term Loan, 2.03%, Maturing November 2, 2011		2,983,136
AMR HoldCo, Inc.
	5,353	Term Loan, 2.25%, Maturing February 10, 2012		5,152,687
Biomet, Inc.
	16,050	Term Loan, 3.28%, Maturing December 26, 2014		15,453,288
EUR	2,915	Term Loan, 3.58%, Maturing December 26, 2014		4,105,465
Cardinal Health 409, Inc.
	14,560	Term Loan, 2.49%, Maturing April 10, 2014		12,696,189

See notes to financial statements

26

Floating Rate Portfolioas of October 31, 2009

PORTFOLIO OF INVESTMENTS CONT’D

Principal
Amount*
(000’s omitted)		Borrower/Tranche Description	Value
Health Care (continued)
Carestream Health, Inc.
	15,489	Term Loan, 2.24%, Maturing April 30, 2013	$	14,523,716
Carl Zeiss Vision Holding GmbH
EUR	6,371	Term Loan, 2.93%, Maturing March 23, 2015		6,680,375
Community Health Systems, Inc.
	2,135	Term Loan, 2.49%, Maturing July 25, 2014		1,993,990
	60,842	Term Loan, 2.61%, Maturing July 25, 2014		56,814,618
Concentra, Inc.
	6,860	Term Loan, 2.54%, Maturing June 25, 2014		6,396,867
CRC Health Corp.
	1,877	Term Loan, 2.53%, Maturing February 6, 2013		1,679,803
	3,783	Term Loan, 2.53%, Maturing February 6, 2013		3,385,785
Dako EQT Project Delphi
	1,568	Term Loan, 2.41%, Maturing June 12, 2016		1,286,007
EUR	3,099	Term Loan, 2.81%, Maturing June 12, 2016		3,739,167
DaVita, Inc.
	13,754	Term Loan, 1.76%, Maturing October 5, 2012		13,230,151
DJO Finance, LLC
	4,975	Term Loan, 3.26%, Maturing May 15, 2014		4,806,788
Fenwal, Inc.
	509	Term Loan, 2.62%, Maturing February 28, 2014		445,555
	2,976	Term Loan, 2.62%, Maturing February 28, 2014		2,606,494
Fresenius Medical Care Holdings
	6,630	Term Loan, 1.66%, Maturing March 31, 2013		6,384,198
Hanger Orthopedic Group, Inc.
	3,302	Term Loan, 2.25%, Maturing May 30, 2013		3,140,932
HCA, Inc.
	56,481	Term Loan, 2.53%, Maturing November 18, 2013		52,711,375
Health Management Association, Inc.
	25,193	Term Loan, 2.03%, Maturing February 28, 2014		23,432,575
HealthSouth Corp.
	3,602	Term Loan, 2.55%, Maturing March 10, 2013		3,440,308
	5,000	Term Loan, 2.65%, Maturing March 10, 2013		4,550,000
	2,965	Term Loan, 4.05%, Maturing March 15, 2014		2,905,646
Iasis Healthcare, LLC
	110	Term Loan, 2.24%, Maturing March 14, 2014		104,041
	319	Term Loan, 2.24%, Maturing March 14, 2014		300,640
	30	Term Loan, 2.24%, Maturing March 14, 2014		28,096
Ikaria Acquisition, Inc.
	4,413	Term Loan, 2.51%, Maturing March 28, 2013		4,140,684
IM U.S. Holdings, LLC
	6,520	Term Loan, 2.26%, Maturing June 26, 2014		6,177,395
inVentiv Health, Inc.
	7,903	Term Loan, 2.04%, Maturing July 6, 2014		7,409,145
LifePoint Hospitals, Inc.
	11,291	Term Loan, 2.02%, Maturing April 15, 2012		10,966,149
MultiPlan Merger Corp.
	3,342	Term Loan, 2.75%, Maturing April 12, 2013		3,164,621
	4,891	Term Loan, 2.75%, Maturing April 12, 2013		4,631,969
Mylan, Inc.
	13,000	Term Loan, 3.55%, Maturing October 2, 2014		12,675,000
National Mentor Holdings, Inc.
	8,776	Term Loan, 2.29%, Maturing June 29, 2013		7,904,185
	537	Term Loan, 4.59%, Maturing June 29, 2013		483,729
Nyco Holdings
	5,311	Term Loan, 2.53%, Maturing December 29, 2014		4,925,681
EUR	6,019	Term Loan, 2.93%, Maturing December 29, 2014		8,234,720
	5,311	Term Loan, 3.28%, Maturing December 29, 2015		4,925,681
EUR	6,019	Term Loan, 3.68%, Maturing December 29, 2015		8,234,720
Psychiatric Solutions, Inc.
	985	Term Loan, 2.02%, Maturing May 31, 2014		942,816
RadNet Management, Inc.
	5,913	Term Loan, 4.54%, Maturing November 15, 2012		5,705,608
ReAble Therapeutics Finance, LLC
	8,878	Term Loan, 2.29%, Maturing November 16, 2013		8,478,350
Select Medical Holdings Corp.
	950	Revolving Loan, 0.72%, Maturing February 24, 2010(3)		855,000
	1,082	Term Loan, 4.16%, Maturing August 5, 2014		1,062,175
	8,007	Term Loan, 4.16%, Maturing August 5, 2014		8,026,607
Sunrise Medical Holdings, Inc.
	3,534	Term Loan, 8.25%, Maturing May 13, 2010		2,562,234
TZ Merger Sub., Inc. (TriZetto)
	4,975	Term Loan, 7.50%, Maturing July 24, 2015		4,999,749
Vanguard Health Holding Co., LLC
	11,583	Term Loan, 2.49%, Maturing September 23, 2011		11,322,137
Viant Holdings, Inc.
	1,783	Term Loan, 2.54%, Maturing June 25, 2014		1,738,685
			$	400,010,408
Home Furnishings — 1.2%
Dometic Corp.
	914	Term Loan, 1.51%, Maturing December 31, 2014	$	754,288
	2,057	Term Loan, 1.51%, Maturing December 31, 2014		1,028,575

See notes to financial statements

27

Floating Rate Portfolioas of October 31, 2009

PORTFOLIO OF INVESTMENTS CONT’D

Principal
Amount*
(000’s omitted)		Borrower/Tranche Description	Value
Home Furnishings (continued)
	1,029	Term Loan, 3.76%, Maturing December 31, 2014(2)	$	77,143
Hunter Fan Co.
	3,612	Term Loan, 2.75%, Maturing April 16, 2014		2,600,792
Interline Brands, Inc.
	1,323	Term Loan, 1.99%, Maturing June 23, 2013		1,220,596
	5,583	Term Loan, 2.04%, Maturing June 23, 2013		5,150,361
National Bedding Co., LLC
	12,558	Term Loan, 2.28%, Maturing August 31, 2011		11,459,024
	1,500	Term Loan - Second Lien, 5.31%, Maturing August 31, 2012		1,215,000
Oreck Corp.
	4,164	Term Loan, 0.00%, Maturing February 2, 2012(5)(7)		1,495,021
Simmons Co.
	25,024	Term Loan, 10.50%, Maturing December 19, 2011		24,820,797
	2,726	Term Loan, 7.35%, Maturing February 15, 2012(2)		81,773
			$	49,903,370
Industrial Equipment — 2.3%
Baxi Group, Ltd.
EUR	3,254	Revolving Loan, 1.00%, Maturing December 27, 2010(3)	$	3,567,178
GBP	1,297	Term Loan, 3.66%, Maturing December 27, 2010		1,997,770
	500	Term Loan, Maturing December 27, 2011(4)		470,875
	500	Term Loan, Maturing December 27, 2012(4)		470,875
Brand Energy and Infrastructure Services, Inc.
	9,960	Term Loan, 2.31%, Maturing February 7, 2014		9,013,799
CEVA Group PLC U.S.
	330	Term Loan, 3.24%, Maturing January 4, 2014		278,738
	40	Term Loan, 3.28%, Maturing January 4, 2014		33,051
EUR	640	Term Loan, 3.43%, Maturing January 4, 2014		782,852
EUR	1,086	Term Loan, 3.43%, Maturing January 4, 2014		1,329,371
EUR	1,335	Term Loan, 3.43%, Maturing January 4, 2014		1,633,805
EUR	1,136	Term Loan, 3.74%, Maturing January 4, 2014		1,390,117
EPD Holdings (Goodyear Engineering Products)
	2,361	Term Loan, 2.50%, Maturing July 13, 2014		1,910,621
	12,930	Term Loan, 2.50%, Maturing July 13, 2014		10,465,027
	2,000	Term Loan - Second Lien, 6.00%, Maturing July 13, 2015		1,220,000
Flowserve Corp.
	3,561	Term Loan, 1.81%, Maturing August 10, 2012		3,489,643
Generac Acquisition Corp.
	9,694	Term Loan, 2.78%, Maturing November 7, 2013		8,789,624
Gleason Corp.
	1,518	Term Loan, 2.09%, Maturing June 30, 2013		1,480,105
	1,941	Term Loan, 2.09%, Maturing June 30, 2013		1,892,218
Jason, Inc.
	1,740	Term Loan, 5.03%, Maturing April 30, 2010		913,592
John Maneely Co.
	20,958	Term Loan, 3.51%, Maturing December 8, 2013		19,254,890
KION Group GmbH
EUR	500	Term Loan, Maturing December 23, 2014(4)		509,559
	3,750	Term Loan, 2.49%, Maturing December 23, 2014		2,582,812
EUR	500	Term Loan, Maturing December 23, 2015(4)		509,559
	3,750	Term Loan, 2.74%, Maturing December 23, 2015		2,582,813
Polypore, Inc.
	2,000	Revolving Loan, 0.55%, Maturing July 3, 2013(3)		1,630,000
	17,012	Term Loan, 2.46%, Maturing July 3, 2014		15,927,594
EUR	1,089	Term Loan, 2.64%, Maturing July 3, 2014		1,491,018
TFS Acquisition Corp.
	4,401	Term Loan, 14.00%, Maturing August 11, 2013(2)		2,937,701
			$	98,555,207
Insurance — 1.7%
Alliant Holdings I, Inc.
	6,933	Term Loan, 3.28%, Maturing August 21, 2014	$	6,465,027
Applied Systems, Inc.
	7,217	Term Loan, 2.74%, Maturing September 26, 2013		6,860,507
CCC Information Services Group, Inc.
	7,302	Term Loan, 2.50%, Maturing February 10, 2013		7,092,467
Conseco, Inc.
	23,033	Term Loan, 6.50%, Maturing October 10, 2013		20,863,743
Crump Group, Inc.
	3,715	Term Loan, 3.25%, Maturing August 4, 2014		3,362,144
Hub International Holdings, Inc.
	1,636	Term Loan, 2.74%, Maturing June 13, 2014		1,442,685
	11,650	Term Loan, 2.74%, Maturing June 13, 2014		10,276,130
	3,525	Term Loan, Maturing June 30, 2014(4)		3,454,500
U.S.I. Holdings Corp.
	2,000	Term Loan, Maturing May 4, 2014(4)		1,950,000
	13,927	Term Loan, 3.04%, Maturing May 4, 2014		12,127,689
			$	73,894,892

See notes to financial statements

28

Floating Rate Portfolioas of October 31, 2009

PORTFOLIO OF INVESTMENTS CONT’D

Principal
Amount*
(000’s omitted)		Borrower/Tranche Description	Value
Leisure Goods / Activities / Movies — 5.3%
24 Hour Fitness Worldwide, Inc.
	2,922	Term Loan, 2.77%, Maturing June 8, 2012	$	2,736,683
AMC Entertainment, Inc.
	17,353	Term Loan, 1.74%, Maturing January 26, 2013		16,431,004
AMF Bowling Worldwide, Inc.
	2,945	Term Loan, 2.74%, Maturing June 8, 2013		2,513,375
Bombardier Recreational Products
	17,400	Term Loan, 3.00%, Maturing June 28, 2013		12,223,500
Carmike Cinemas, Inc.
	5,213	Term Loan, 3.54%, Maturing May 19, 2012		5,060,038
	6,956	Term Loan, 4.24%, Maturing May 19, 2012		6,751,738
Cedar Fair, L.P.
	2,211	Term Loan, 2.25%, Maturing August 31, 2011		2,129,889
	2,731	Term Loan, 2.24%, Maturing August 30, 2012		2,630,048
	7,447	Term Loan, 4.24%, Maturing February 17, 2014		7,223,252
	3,773	Term Loan, 4.27%, Maturing February 17, 2014		3,659,482
Cinemark, Inc.
	24,097	Term Loan, 2.07%, Maturing October 5, 2013		22,918,339
Dave & Buster’s, Inc.
	815	Term Loan, 2.54%, Maturing March 8, 2013		799,147
	2,055	Term Loan, 2.54%, Maturing March 8, 2013		2,013,779
Deluxe Entertainment Services
	4,576	Term Loan, 2.51%, Maturing January 28, 2011		4,278,378
	271	Term Loan, 2.53%, Maturing January 28, 2011		253,791
	471	Term Loan, 2.53%, Maturing January 28, 2011		440,759
DW Funding, LLC
	2,922	Term Loan, 2.17%, Maturing April 30, 2011		2,556,701
Easton-Bell Sports, Inc.
	5,727	Term Loan, 2.04%, Maturing March 16, 2012		5,433,435
Fender Musical Instruments Corp.
	1,297	Term Loan, 2.54%, Maturing June 9, 2014		1,108,850
	4,523	Term Loan, 2.54%, Maturing June 9, 2014		3,866,767
Mega Blocks, Inc.
	1,867	Term Loan, 9.75%, Maturing July 26, 2012		1,073,323
Metro-Goldwyn-Mayer Holdings, Inc.
	37,477	Term Loan, 0.00%, Maturing April 8, 2012(5)		21,567,755
National CineMedia, LLC
	14,250	Term Loan, 2.05%, Maturing February 13, 2015		13,332,656
Odeon
GBP	624	Term Loan, 2.77%, Maturing April 2, 2015		944,934
GBP	624	Term Loan, 3.65%, Maturing April 2, 2016		944,934
Red Football, Ltd.
GBP	1,576	Term Loan, 3.02%, Maturing August 16, 2014		2,372,985
GBP	1,576	Term Loan, 3.27%, Maturing August 16, 2015		2,372,985
Regal Cinemas Corp.
	18,380	Term Loan, 4.03%, Maturing November 10, 2010		18,257,030
Revolution Studios Distribution Co., LLC
	5,591	Term Loan, 4.00%, Maturing December 21, 2014		5,087,601
Six Flags Theme Parks, Inc.
	12,327	Term Loan, 2.50%, Maturing April 30, 2015		12,090,028
Southwest Sports Group, LLC
	9,500	Term Loan, 6.75%, Maturing December 22, 2010		7,980,000
Universal City Development Partners, Ltd.
	8,996	Term Loan, 6.00%, Maturing June 9, 2011		8,973,597
	15,900	Term Loan, Maturing November 6, 2014(4)		15,661,500
Zuffa, LLC
	4,000	Revolving Loan, 1.75%, Maturing June 19, 2012(3)		3,320,000
	9,142	Term Loan, 2.31%, Maturing June 20, 2016		8,250,508
			$	227,258,791
Lodging and Casinos — 2.6%
Choctaw Resort Development Enterprise
	2,308	Term Loan, 4.00%, Maturing November 4, 2011	$	2,296,752
Full Moon Holdco 3, Ltd.
GBP	1,500	Term Loan, 3.86%, Maturing November 20, 2014		2,158,243
GBP	1,500	Term Loan, 4.36%, Maturing November 20, 2015		2,158,243
Gala Electric Casinos, Ltd.
GBP	1,000	Term Loan, Maturing December 12, 2013(4)		1,440,145
GBP	1,000	Term Loan, Maturing December 12, 2014(4)		1,440,247
Green Valley Ranch Gaming, LLC
	6,961	Term Loan, 2.29%, Maturing February 16, 2014		4,916,555
Harrah’s Operating Co.
	4,051	Term Loan, 3.28%, Maturing January 28, 2015		3,232,577
	2,391	Term Loan, 3.28%, Maturing January 28, 2015		1,910,913
	8,000	Term Loan, 9.50%, Maturing October 31, 2016		7,837,776
Herbst Gaming, Inc.
	2,319	Term Loan, 0.00%, Maturing December 2, 2011(5)		1,288,868
	6,245	Term Loan, 0.00%, Maturing December 2, 2011(5)		3,471,064
Isle of Capri Casinos, Inc.
	535	Term Loan, 1.99%, Maturing November 30, 2013		503,711
	3,562	Term Loan, 1.99%, Maturing November 30, 2013		3,353,584

See notes to financial statements

29

Floating Rate Portfolioas of October 31, 2009

PORTFOLIO OF INVESTMENTS CONT’D

Principal
Amount*
(000’s omitted)		Borrower/Tranche Description	Value
Lodging and Casinos (continued)
	5,436	Term Loan, 2.03%, Maturing November 30, 2013	$	5,117,665
LodgeNet Entertainment Corp.
	11,499	Term Loan, 2.29%, Maturing April 4, 2014		10,559,946
New World Gaming Partners, Ltd.
	949	Term Loan, 2.79%, Maturing June 30, 2014		786,812
	9,600	Term Loan, 2.79%, Maturing June 30, 2014		7,955,871
Penn National Gaming, Inc.
	17,077	Term Loan, 2.01%, Maturing October 3, 2012		16,551,736
Scandic Hotels
EUR	1,725	Term Loan, 3.60%, Maturing April 25, 2015		1,947,886
EUR	1,725	Term Loan, 3.97%, Maturing April 25, 2016		1,947,886
Venetian Casino Resort/Las Vegas Sands, Inc.
	8,894	Term Loan, 2.04%, Maturing May 14, 2014		7,259,796
	22,808	Term Loan, 2.04%, Maturing May 23, 2014		18,617,302
VML US Finance, LLC
	3,317	Term Loan, 5.79%, Maturing May 25, 2012		3,082,842
	1,990	Term Loan, 5.79%, Maturing May 25, 2013		1,849,705
			$	111,686,125
Nonferrous Metals / Minerals — 0.8%
Compass Minerals Group, Inc.
	1,274	Term Loan, 1.76%, Maturing December 22, 2012	$	1,260,765
Euramax International, Inc.
GBP	473	Term Loan, 10.00%, Maturing June 29, 2013		469,355
	744	Term Loan, 10.00%, Maturing June 29, 2013		450,151
GBP	468	Term Loan, 14.00%, Maturing June 29, 2013(2)		465,008
	730	Term Loan, 14.00%, Maturing June 29, 2013(2)		441,871
Noranda Aluminum Acquisition
	6,772	Term Loan, 2.24%, Maturing May 18, 2014		5,501,878
Novelis, Inc.
	1,994	Term Loan, 2.25%, Maturing June 28, 2014		1,800,624
	4,387	Term Loan, 2.27%, Maturing June 28, 2014		3,961,487
Oxbow Carbon and Mineral Holdings
	15,827	Term Loan, 2.27%, Maturing May 8, 2014		15,055,145
	1,510	Term Loan, 2.28%, Maturing May 8, 2014		1,436,065
Tube City IMS Corp.
	476	Term Loan, 1.83%, Maturing January 25, 2014		442,159
	3,827	Term Loan, 2.53%, Maturing January 25, 2014		3,556,617
			$	34,841,125
Oil and Gas — 1.7%
Atlas Pipeline Partners, L.P.
	5,186	Term Loan, 6.75%, Maturing July 20, 2014	$	5,101,750
Citgo Petroleum Corp.
	5,753	Term Loan, 1.72%, Maturing November 15, 2012		5,432,858
Dresser, Inc.
	13,095	Term Loan, 2.68%, Maturing May 4, 2014		12,278,874
Dynegy Holdings, Inc.
	1,642	Term Loan, 4.00%, Maturing April 2, 2013		1,581,275
	30,804	Term Loan, 4.00%, Maturing April 2, 2013		29,670,217
Enterprise GP Holdings, L.P.
	2,376	Term Loan, 2.52%, Maturing October 31, 2014		2,298,780
Hercules Offshore, Inc.
	3,965	Term Loan, 8.50%, Maturing July 6, 2013		3,829,619
Precision Drilling Corp.
	4,000	Term Loan, 4.58%, Maturing December 23, 2013		3,940,000
	4,813	Term Loan, 9.25%, Maturing September 30, 2014		4,836,563
Targa Resources, Inc.
	1,177	Term Loan, 2.24%, Maturing October 31, 2012		1,158,184
	1,351	Term Loan, 2.28%, Maturing October 31, 2012		1,329,906
			$	71,458,026
Publishing — 7.0%
American Media Operations, Inc.
	24,072	Term Loan, 10.00%, Maturing January 31, 2013(2)	$	21,860,143
Aster Zweite Beteiligungs GmbH
	6,825	Term Loan, 2.89%, Maturing September 27, 2013		5,924,100
EUR	708	Term Loan, 3.27%, Maturing September 27, 2013		907,117
Black Press US Partnership
	1,231	Term Loan, 2.37%, Maturing August 2, 2013		806,453
	2,028	Term Loan, 2.37%, Maturing August 2, 2013		1,328,275
CanWest MediaWorks, Ltd.
	5,270	Term Loan, 4.75%, Maturing July 10, 2014		4,242,752
Dex Media West, LLC
	3,822	Term Loan, 7.00%, Maturing October 24, 2014		3,375,774
GateHouse Media Operating, Inc.
	4,916	Term Loan, 2.25%, Maturing August 28, 2014		1,913,162
	15,664	Term Loan, 2.25%, Maturing August 28, 2014		6,095,895
	9,350	Term Loan, 2.50%, Maturing August 28, 2014		3,638,711
Getty Images, Inc.
	10,579	Term Loan, 6.25%, Maturing July 2, 2015		10,653,440
Hanley-Wood, LLC
	7,369	Term Loan, 2.53%, Maturing March 8, 2014		3,159,352

See notes to financial statements

30

Floating Rate Portfolioas of October 31, 2009

PORTFOLIO OF INVESTMENTS CONT’D

Principal
Amount*
(000’s omitted)		Borrower/Tranche Description	Value
Publishing (continued)
Idearc, Inc.
	41,609	Term Loan, 0.00%, Maturing November 17, 2014(5)	$	19,028,815
Lamar Media Corp.
	5,924	Term Loan, 5.50%, Maturing March 31, 2013		5,912,872
Laureate Education, Inc.
	2,117	Term Loan, 3.53%, Maturing August 17, 2014		1,929,462
	14,141	Term Loan, 3.53%, Maturing August 17, 2014		12,889,278
	3,000	Term Loan, 7.00%, Maturing August 31, 2014		3,000,000
Local Insight Regatta Holdings, Inc.
	1,683	Term Loan, 7.75%, Maturing April 23, 2015		1,321,209
MediaNews Group, Inc.
	7,330	Term Loan, 4.74%, Maturing August 25, 2010		2,267,787
	3,343	Term Loan, 4.74%, Maturing August 2, 2013		1,034,368
Mediannuaire Holding
EUR	4,100	Term Loan, 1.93%, Maturing October 24, 2013		5,356,858
EUR	1,871	Term Loan, 3.03%, Maturing October 10, 2014		1,990,219
EUR	1,871	Term Loan, 3.53%, Maturing October 10, 2015		1,989,669
Merrill Communications, LLC
	9,854	Term Loan, 8.50%, Maturing December 24, 2012		7,821,803
Nelson Education, Ltd.
	294	Term Loan, 2.78%, Maturing July 5, 2014		258,720
Newspaper Holdings, Inc.
	18,303	Term Loan, 1.81%, Maturing July 24, 2014		10,066,630
Nielsen Finance, LLC
	39,007	Term Loan, 2.24%, Maturing August 9, 2013		36,406,362
	6,900	Term Loan, 3.99%, Maturing May 1, 2016		6,491,741
Philadelphia Newspapers, LLC
	2,061	Term Loan, 12.50%, Maturing March 30, 2010		2,075,541
	5,003	Term Loan, 0.00%, Maturing June 29, 2013(5)		1,150,608
R.H. Donnelley, Inc.
	1,612	Term Loan, 6.75%, Maturing June 30, 2011		1,413,174
Reader’s Digest Association, Inc. (The)
	7,596	DIP Loan, 13.50%, Maturing August 21, 2010		7,912,213
	8,161	Revolving Loan, 4.54%, Maturing March 3, 2014		4,011,077
	32,865	Term Loan, 4.25%, Maturing March 3, 2014		16,153,179
	2,934	Term Loan, 7.00%, Maturing March 3, 2014		1,442,170
SGS International, Inc.
	1,047	Term Loan, 2.79%, Maturing December 30, 2011		1,002,340
	971	Term Loan, 2.79%, Maturing December 30, 2011		929,911
Source Interlink Companies, Inc.
	1,801	Term Loan, 10.75%, Maturing June 18, 2012		1,773,671
	2,290	Term Loan, 10.75%, Maturing June 18, 2013		1,889,169
	1,195	Term Loan, 15.00%, Maturing June 18, 2013(2)		418,100
Source Media, Inc.
	10,299	Term Loan, 5.29%, Maturing November 8, 2011		8,548,507
Springer Science+Business Media S.A.
	845	Term Loan, 3.10%, Maturing May 5, 2010		794,834
Star Tribune Co. (The)
	1,262	Term Loan, 8.00%, Maturing September 28, 2014(7)		1,003,469
	841	Term Loan, 11.00%, Maturing September 28, 2014(7)		585,673
Trader Media Corp.
GBP	12,137	Term Loan, 2.64%, Maturing March 23, 2015		17,055,896
Tribune Co.
	1,667	DIP Revolving Loan, 3.50%, Maturing April 10, 2010(3)		1,625,000
	1,667	DIP Term Loan, 9.00%, Maturing April 10, 2010(3)		1,675,000
	4,791	Term Loan, 0.00%, Maturing April 10, 2010(5)		2,231,739
	8,553	Term Loan, 0.00%, Maturing May 17, 2014(5)		4,052,015
	18,925	Term Loan, 0.00%, Maturing May 17, 2014(5)		8,549,880
Xsys, Inc.
	7,702	Term Loan, 2.89%, Maturing September 27, 2013		6,684,967
EUR	792	Term Loan, 3.27%, Maturing September 27, 2013		1,013,387
EUR	2,750	Term Loan, 3.27%, Maturing September 27, 2013		3,520,925
	7,867	Term Loan, 2.89%, Maturing September 27, 2014		6,828,178
EUR	2,690	Term Loan, 3.27%, Maturing September 27, 2014		3,443,764
EUR	1,000	Term Loan - Second Lien, 5.40%, Maturing September 27, 2015		848,652
Yell Group, PLC
	8,025	Term Loan, 3.28%, Maturing February 10, 2013		5,778,000
			$	296,082,006
Radio and Television — 5.4%
Block Communications, Inc.
	6,839	Term Loan, 2.28%, Maturing December 22, 2011	$	6,325,693
Citadel Broadcasting Corp.
	32,925	Term Loan, 2.04%, Maturing June 12, 2014		22,677,094

See notes to financial statements

31

Floating Rate Portfolioas of October 31, 2009

PORTFOLIO OF INVESTMENTS CONT’D

Principal
Amount*
(000’s omitted)		Borrower/Tranche Description	Value
Radio and Television (continued)
CMP Susquehanna Corp.
	3,815	Revolving Loan, 2.43%, Maturing May 5, 2011(3)	$	2,689,401
	10,022	Term Loan, 2.25%, Maturing May 5, 2013		7,433,309
Cumulus Media, Inc.
	12,721	Term Loan, 4.25%, Maturing June 11, 2014		10,478,876
Discovery Communications, Inc.
	4,754	Term Loan, 2.28%, Maturing April 30, 2014		4,624,458
Emmis Operating Co.
	6,892	Term Loan, 4.28%, Maturing November 2, 2013		5,301,226
Gray Television, Inc.
	8,418	Term Loan, 3.79%, Maturing January 19, 2015		7,255,094
HIT Entertainment, Inc.
	1,446	Term Loan, 2.73%, Maturing March 20, 2012		1,266,954
Intelsat Corp.
	18,494	Term Loan, 2.75%, Maturing January 3, 2014		17,514,223
	18,488	Term Loan, 2.75%, Maturing January 3, 2014		17,508,910
	18,488	Term Loan, 2.75%, Maturing January 3, 2014		17,508,910
Ion Media Networks, Inc.
	2,381	DIP Loan, 10.17%, Maturing May 29, 2010(3)(7)		3,745,058
	14,925	Term Loan, 0.00%, Maturing January 15, 2012(5)		3,780,995
Local TV Finance, LLC
	1,955	Term Loan, 2.25%, Maturing May 7, 2013		1,573,775
NEP II, Inc.
	4,565	Term Loan, 2.53%, Maturing February 16, 2014		4,222,185
Nexstar Broadcasting, Inc.
	9,783	Term Loan, 5.00%, Maturing October 1, 2012		8,780,192
	9,197	Term Loan, 5.00%, Maturing October 1, 2012		8,254,163
Raycom TV Broadcasting, LLC
	8,333	Term Loan, 1.75%, Maturing June 25, 2014		6,916,699
Spanish Broadcasting System, Inc.
	11,663	Term Loan, 2.04%, Maturing June 10, 2012		9,680,411
Tyrol Acquisition 2 SAS
EUR	6,300	Term Loan, 2.43%, Maturing January 19, 2015		8,061,483
EUR	6,300	Term Loan, 3.40%, Maturing January 19, 2016		8,061,483
Univision Communications, Inc.
	52,733	Term Loan, 2.53%, Maturing September 29, 2014		42,638,554
Young Broadcasting, Inc.
	973	Term Loan, 0.00%, Maturing November 3, 2012(5)		634,556
	8,285	Term Loan, 0.00%, Maturing November 3, 2012(5)		5,405,653
			$	232,339,355
Rail Industries — 0.2%
Kansas City Southern Railway Co.
	7,835	Term Loan, 2.05%, Maturing April 26, 2013	$	7,443,572
	1,955	Term Loan, 1.78%, Maturing April 28, 2013		1,808,375
			$	9,251,947
Retailers (Except Food and Drug) — 2.0%
American Achievement Corp.
	2,685	Term Loan, 6.26%, Maturing March 25, 2011	$	2,416,875
Amscan Holdings, Inc.
	4,363	Term Loan, 2.65%, Maturing May 25, 2013		3,963,171
Cumberland Farms, Inc.
	2,846	Term Loan, 2.26%, Maturing September 29, 2013		2,604,320
Harbor Freight Tools USA, Inc.
	5,998	Term Loan, 9.75%, Maturing July 15, 2010		6,020,360
Josten’s Corp.
	5,046	Term Loan, 2.32%, Maturing October 4, 2011		5,004,370
Mapco Express, Inc.
	3,489	Term Loan, 5.75%, Maturing April 28, 2011		3,227,236
Neiman Marcus Group, Inc.
	2,967	Term Loan, 2.29%, Maturing April 5, 2013		2,552,652
Orbitz Worldwide, Inc.
	9,560	Term Loan, 3.28%, Maturing July 25, 2014		8,490,408
Oriental Trading Co., Inc.
	17,365	Term Loan, 9.75%, Maturing July 31, 2013		14,434,732
	2,000	Term Loan - Second Lien, 6.24%, Maturing January 31, 2013		485,000
Rent-A-Center, Inc.
	5,310	Term Loan, 2.00%, Maturing November 15, 2012		5,203,420
Rover Acquisition Corp.
	2,935	Term Loan, 2.52%, Maturing October 26, 2013		2,829,816
Savers, Inc.
	2,748	Term Loan, 3.00%, Maturing August 11, 2012		2,651,350
	3,006	Term Loan, 3.00%, Maturing August 11, 2012		2,901,005
Vivarte
EUR	63	Term Loan, 2.43%, Maturing May 29, 2015		75,293
EUR	244	Term Loan, 2.43%, Maturing May 29, 2015		292,806
EUR	4,614	Term Loan, 2.43%, Maturing May 29, 2015		5,533,827
EUR	63	Term Loan, 2.93%, Maturing May 29, 2016		75,293
EUR	244	Term Loan, 2.93%, Maturing May 29, 2016		292,806
EUR	4,614	Term Loan, 2.93%, Maturing May 29, 2016		5,533,827
Yankee Candle Company, Inc. (The)
	12,867	Term Loan, 2.25%, Maturing February 6, 2014		12,047,052
			$	86,635,619

See notes to financial statements

32

Floating Rate Portfolioas of October 31, 2009

PORTFOLIO OF INVESTMENTS CONT’D

Principal
Amount*
(000’s omitted)		Borrower/Tranche Description	Value
Steel — 0.2%
Algoma Acquisition Corp.
	7,259	Term Loan, 8.00%, Maturing June 20, 2013	$	6,853,850
			$	6,853,850
Surface Transport — 0.5%
Oshkosh Truck Corp.
	10,698	Term Loan, 6.32%, Maturing December 6, 2013	$	10,705,357
Swift Transportation Co., Inc.
	6,000	Term Loan, 3.54%, Maturing May 10, 2012		4,990,002
	5,070	Term Loan, 3.56%, Maturing May 10, 2014		4,380,911
			$	20,076,270
Telecommunications — 3.0%
Alaska Communications Systems Holdings, Inc.
	2,613	Term Loan, 2.03%, Maturing February 1, 2012	$	2,503,585
	10,112	Term Loan, 2.03%, Maturing February 1, 2012		9,689,534
Asurion Corp.
	20,000	Term Loan, 3.24%, Maturing July 13, 2012		19,019,440
	2,000	Term Loan - Second Lien, 6.74%, Maturing January 13, 2013		1,904,376
BCM Luxembourg, Ltd.
EUR	4,962	Term Loan, 2.30%, Maturing September 30, 2014		6,442,995
EUR	4,962	Term Loan, 2.55%, Maturing September 30, 2015		6,443,351
Cellular South, Inc.
	6,783	Term Loan, 2.04%, Maturing May 29, 2014		6,511,311
	2,974	Term Loan, 2.04%, Maturing May 29, 2014		2,854,845
Centennial Cellular Operating Co., LLC
	4,500	Revolving Loan, 0.50%, Maturing February 9, 2010(3)		4,252,500
	8,275	Term Loan, 2.24%, Maturing February 9, 2011		8,240,109
CommScope, Inc.
	10,750	Term Loan, 2.78%, Maturing November 19, 2014		10,421,762
Crown Castle Operating Co.
	3,980	Term Loan, 1.78%, Maturing January 9, 2014		3,831,463
Intelsat Subsidiary Holding Co.
	7,578	Term Loan, 2.75%, Maturing July 3, 2013		7,293,797
Iowa Telecommunications Services
	2,500	Term Loan, 2.04%, Maturing November 23, 2011		2,411,328
IPC Systems, Inc.
	8,571	Term Loan, 2.52%, Maturing May 31, 2014		7,328,556
GBP	345	Term Loan, 2.80%, Maturing May 31, 2014		407,527
Macquarie UK Broadcast Ventures, Ltd.
GBP	6,867	Term Loan, 2.51%, Maturing December 26, 2014		9,749,088
NTelos, Inc.
	6,000	Term Loan, 5.75%, Maturing August 13, 2015		6,042,498
Palm, Inc.
	5,733	Term Loan, 3.79%, Maturing April 24, 2014		5,083,262
Telesat Canada, Inc.
	2,770	Term Loan, 3.25%, Maturing October 22, 2014		2,664,837
Windstream Corp.
	4,289	Term Loan, 3.00%, Maturing December 17, 2015		4,172,101
			$	127,268,265
Utilities — 2.8%
AEI Finance Holding, LLC
	2,114	Revolving Loan, 3.24%, Maturing March 30, 2012	$	1,961,179
	14,345	Term Loan, 3.28%, Maturing March 30, 2014		13,304,543
BRSP, LLC
	4,500	Term Loan, 7.50%, Maturing June 24, 2014		4,230,000
Calpine Corp.
	30,890	DIP Loan, 3.17%, Maturing March 29, 2014		28,481,347
Covanta Energy Corp.
	2,789	Term Loan, 1.75%, Maturing February 9, 2014		2,656,548
	1,903	Term Loan, 1.79%, Maturing February 9, 2014		1,812,653
Electricinvest Holding Co.
EUR	4,170	Term Loan - Second Lien, Maturing October 24, 2012(4)		4,909,886
NRG Energy, Inc.
	18,577	Term Loan, 2.02%, Maturing June 1, 2014		17,523,938
	13,198	Term Loan, 2.03%, Maturing June 1, 2014		12,450,001
NSG Holdings, LLC
	202	Term Loan, 1.80%, Maturing June 15, 2014		192,359
	1,207	Term Loan, 1.80%, Maturing June 15, 2014		1,147,079
TXU Texas Competitive Electric Holdings Co., LLC
	4,992	Term Loan, 3.74%, Maturing October 10, 2014		3,891,964
	9,208	Term Loan, 3.74%, Maturing October 10, 2014		7,090,494
	20,665	Term Loan, 3.74%, Maturing October 10, 2014		16,063,679

See notes to financial statements

33

Floating Rate Portfolioas of October 31, 2009

PORTFOLIO OF INVESTMENTS CONT’D

Principal
Amount*
(000’s omitted)		Borrower/Tranche Description	Value
Utilities (continued)
Vulcan Energy Corp.
	3,278	Term Loan, 5.50%, Maturing December 31, 2015	$	3,312,591
			$	119,028,261
Total Senior Floating-Rate Interests
(identified cost $4,581,707,890)			$	4,215,909,716
Corporate Bonds & Notes — 0.4%
Principal
Amount*
(000’s omitted)		Security	Value
Building and Development — 0.2%
Grohe Holding GmbH, Variable Rate
EUR	5,000	3.617%, 1/15/14(8)	$	6,107,351
			$	6,107,351
Chemicals and Plastics — 0.0%
Wellman Holdings, Inc., Sr. Sub. Notes
	1,049	5.00%, 1/29/19(7)	$	386,032
			$	386,032
Ecological Services and Equipment — 0.0%
Environmental Systems Product Holdings, Inc., Junior Notes
	149	18.00%, 3/31/15(2)(7)	$	119,296
			$	119,296
Electronics / Electrical — 0.1%
NXP BV/NXP Funding, LLC, Variable Rate
	6,300	3.034%, 10/15/13	$	4,780,125
			$	4,780,125
Radio and Television — 0.0%
Ion Media Networks, Inc., Variable Rate
	3,000	0.00%, 1/15/12(5)(9)	$	780,000
			$	780,000
Telecommunications — 0.1%
Qwest Corp., Sr. Notes, Variable Rate
	5,850	3.549%, 6/15/13	$	5,469,750
			$	5,469,750
Total Corporate Bonds & Notes
(identified cost $21,935,648)			$	17,642,554
Asset-Backed Securities — 0.1%
Principal
Amount
(000’s omitted)		Security	Value
$	877	Alzette European CLO SA, Series 2004-1A, Class E2, 7.273%, 12/15/20(10)	$	87,732
	2,632	Assemblies of God Financial Real Estate, Series 2004-1A, Class A, 6.90%, 6/15/29(9)(10)		2,534,088
	1,044	Avalon Capital Ltd. 3, Series 1A, Class D, 2.357%, 2/24/19(9)(10)		666,258
	1,129	Babson Ltd., Series 2005-1A, Class C1, 2.234%, 4/15/19(9)(10)		731,485
	1,500	Bryant Park CDO Ltd., Series 2005-1A, Class C, 2.334%, 1/15/19(9)(10)		227,850
	1,500	Carlyle High Yield Partners, Series 2004-6A, Class C, 2.911%, 8/11/16(9)(10)		639,300
	871	Centurion CDO 8 Ltd., Series 2005-8A, Class D, 5.814%, 3/8/17(10)		514,218
	2,000	Morgan Stanley Investment Management Croton, Ltd., Series 2005-1A, Class D, 2.234%, 1/15/18(9)(10)		1,007,600
Total Asset-Backed Securities
(identified cost $11,496,956)			$	6,408,531
Common Stocks — 0.1%
Shares		Security	Value
Automotive — 0.0%
	105,145	Hayes Lemmerz International, Inc.(11)	$	3,775
			$	3,775
Building and Development — 0.1%
	23,625	Lafarge Roofing(7)(11)	$	0
	231,354	Sanitec Europe OY B Units(7)(11)		316,639
	231,354	Sanitec Europe OY E Units(7)(11)		0

See notes to financial statements

34

Floating Rate Portfolioas of October 31, 2009

PORTFOLIO OF INVESTMENTS CONT’D

Shares		Security	Value
Building and Development (continued)
	3,646	United Subcontractors, Inc.(7)(11)	$	293,917
	22,273	WCI Communities, Inc.(11)		1,559,082
			$	2,169,638
Chemicals and Plastics — 0.0%
	3,849	Vita Cayman II, Ltd.	$	164,267
	1,022	Wellman Holdings, Inc.(7)(11)		366,990
			$	531,257
Ecological Services and Equipment — 0.0%
	2,484	Environmental Systems Products Holdings, Inc.(7)(11)(12)	$	34,602
			$	34,602
Food Service — 0.0%
	193,076	Buffets, Inc.(11)	$	1,254,994
			$	1,254,994
Home Furnishings — 0.0%
	364	Dometic Corp.(7)(11)	$	0
			$	0
Publishing — 0.0%
	5,725	Source Interlink Companies, Inc.(7)(11)	$	41,220
	30,631	Star Tribune Co. (The)(7)(11)		0
			$	41,220
Total Common Stocks
(identified cost $4,469,920)			$	4,035,486
Preferred Stocks — 0.0%
Shares		Security	Value
Automotive — 0.0%
	350	Hayes Lemmerz International, Inc., Series A, Convertible(11)(12)	$	91
			$	91
Ecological Services and Equipment — 0.0%
	1,138	Environmental Systems Products Holdings, Inc., Series A(7)(11)(12)	$	91,040
			$	91,040
Total Preferred Stocks
(identified cost $37,415)			$	91,131
Closed-End Investment Companies — 0.0%
Shares		Security	Value
	4,000	Pioneer Floating Rate Trust	$	44,040
Total Closed-End Investment Companies
(identified cost $72,148)			$	44,040
Short-Term Investments — 4.0%
Interest/
Principal Amount
(000’s omitted)		Description	Value
$	165,515	Cash Management Portfolio, 0.00%(13)	$	165,515,197
	7,299	State Street Bank and Trust Euro Time Deposit, 0.01%, 11/2/09	$	7,298,860
Total Short-Term Investments
(identified cost $172,814,057)			$	172,814,057
Total Investments — 102.8%
(identified cost $4,792,534,034)			$	4,416,945,515
Less Unfunded Loan Commitments — (1.5)%			$	(66,166,734	)
Net Investments — 101.3%
(identified cost $4,726,367,300)			$	4,350,778,781
Other Assets, Less Liabilities — (1.3)%			$	(56,438,713	)
Net Assets — 100.0%			$	4,294,340,068

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

DIP - Debtor in Possession

REIT - Real Estate Investment Trust

CHF - Swiss Franc

EUR - Euro

GBP - British Pound Sterling

See notes to financial statements

35

Floating Rate Portfolioas of October 31, 2009

PORTFOLIO OF INVESTMENTS CONT’D

*	In U.S. dollars unless otherwise indicated.
(1)	Senior floating-rate interests (Senior Loans) often require prepayments from excess cash flows or permit the borrowers to repay at their election. The degree to which borrowers repay, whether as a contractual requirement or at their election, cannot be predicted with accuracy. As a result, the actual remaining maturity may be substantially less than the stated maturities shown. However, Senior Loans will have an expected average life of approximately two to four years. The stated interest rate represents the weighted average interest rate of all contracts within the senior loan facility and includes commitment fees on unfunded loan commitments, if any. Senior Loans typically have rates of interest which are redetermined either daily, monthly, quarterly or semi-annually by reference to a base lending rate, plus a premium. These base rates are primarily the London Interbank Offered Rate (“LIBOR”) and secondarily, the prime rate offered by one or more major United States banks (the “Prime Rate”) and the certificate of deposit (“CD”) rate or other base lending rates used by commercial lenders.
(2)	Represents a payment-in-kind security which may pay all or a portion of interest in additional par.
(3)	Unfunded or partially unfunded loan commitments. See Note 1G for description.
(4)	This Senior Loan will settle after October 31, 2009, at which time the interest rate will be determined.
(5)	Currently the issuer is in default with respect to interest payments.
(6)	Defaulted matured security.
(7)	Security valued at fair value using methods determined in good faith by or at the direction of the Trustees.
(8)	Security exempt from registration under Regulation S of the Securities Act of 1933, which exempts from registration securities offered and sold outside the United States. Security may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933.
(9)	Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be sold in transactions exempt from registration, normally to qualified institutional buyers. At October 31, 2009, the aggregate value of these securities is $7,100,799 or 0.2% of the Portfolio’s net assets.
(10)	Variable rate security. The stated interest rate represents the rate in effect at October 31, 2009.
(11)	Non-income producing security.
(12)	Restricted security (see Note 5).
(13)	Affiliated investment company available to Eaton Vance portfolios and funds which invests in high quality, U.S. dollar denominated money market instruments. The rate shown is the annualized seven-day yield as of October 31, 2009.

See notes to financial statements

36

Floating Rate Portfolioas of October 31, 2009

FINANCIAL STATEMENTS

Statement of Assets and Liabilities

As of October 31, 2009
Assets
Unaffiliated investments, at value (identified cost, $4,560,852,103)	$	4,185,263,584
Affiliated investment, at value (identified cost, $165,515,197)		165,515,197
Foreign currency, at value (identified cost, $22,498,571)		22,456,682
Interest receivable		15,386,380
Receivable for investments sold		38,387,913
Receivable for open forward foreign currency exchange contracts		1,219,097
Receivable for closed swap contracts		73,813
Prepaid expenses		186,528
Total assets	$	4,428,489,194
Liabilities
Payable for investments purchased	$	131,259,920
Payable for open forward foreign currency exchange contracts		414,446
Payable to affiliates:
Investment adviser fee		1,903,571
Trustees’ fees		4,208
Accrued expenses		566,981
Total liabilities	$	134,149,126
Net Assets applicable to investors’ interest in Portfolio	$	4,294,340,068
Sources of Net Assets
Net proceeds from capital contributions and withdrawals	$	4,668,753,430
Net unrealized depreciation		(374,413,362	)
Total	$	4,294,340,068

Statement of Operations

For the Year Ended
October 31, 2009
Investment Income
Interest	$	209,771,896
Dividends		4,840
Interest allocated from affiliated investment		1,053,523
Expenses allocated from affiliated investment		(898,921	)
Total investment income	$	209,931,338
Expenses
Investment adviser fee	$	17,642,597
Trustees’ fees and expenses		50,500
Custodian fee		770,672
Legal and accounting services		1,100,565
Interest expense and fees		674,120
Miscellaneous		247,483
Total expenses	$	20,485,937
Deduct —
Reduction of custodian fee	$	5,743
Total expense reductions	$	5,743
Net expenses	$	20,480,194
Net investment income	$	189,451,144
Realized and Unrealized Gain (Loss)
Net realized gain (loss) —
Investment transactions	$	(183,759,510	)
Swap contracts		332,259
Foreign currency and forward foreign currency exchange contract transactions		(30,966,324	)
Net realized loss	$	(214,393,575	)
Change in unrealized appreciation (depreciation) —
Investments	$	966,507,229
Foreign currency and forward foreign currency exchange contracts		(6,686,629	)
Net change in unrealized appreciation (depreciation)	$	959,820,600
Net realized and unrealized gain	$	745,427,025
Net increase in net assets from operations	$	934,878,169

See notes to financial statements

37

Floating Rate Portfolioas of October 31, 2009

FINANCIAL STATEMENTS CONT’D

Statements of Changes in Net Assets

Increase (Decrease)	Year Ended			Year Ended
in Net Assets	October 31, 2009			October 31, 2008
From operations —
Net investment income	$	189,451,144		$	300,321,531
Net realized loss from investment transactions, swap contracts, and foreign currency and forward foreign currency exchange contract transactions		(214,393,575	)		(60,661,120	)
Net change in unrealized appreciation (depreciation) from investments, swap contracts, foreign currency and forward foreign currency exchange contracts		959,820,600			(1,233,858,485	)
Net increase (decrease) in net assets from operations	$	934,878,169		$	(994,198,074	)
Capital transactions —
Contributions	$	1,462,810,319		$	1,218,146,557
Withdrawals		(1,159,558,768	)		(4,019,337,678	)
Net increase (decrease) in net assets from capital transactions	$	303,251,551		$	(2,801,191,121	)
Net increase (decrease) in net assets	$	1,238,129,720		$	(3,795,389,195	)
Net Assets
At beginning of year	$	3,056,210,348		$	6,851,599,543
At end of year	$	4,294,340,068		$	3,056,210,348

See notes to financial statements

38

Floating Rate Portfolioas of October 31, 2009

FINANCIAL STATEMENTS CONT’D

Supplementary Data

	Year Ended October 31,
	2009			2008			2007			2006			2005
Ratios/Supplemental Data
Ratios (as a percentage of average daily net assets):
Expenses(1)		0.61	%		0.70	%		0.58	%		0.54	%		0.54	%
Net investment income		5.41	%		6.50	%		6.94	%		6.44	%		4.68	%
Portfolio Turnover		35	%		7	%		61	%		50	%		57	%
Total Return		27.54	%		(22.24	)%		4.62	%		6.36	%		4.77	%
Net assets, end of year (000’s omitted)	$	4,294,340		$	3,056,210		$	6,851,600		$	7,430,493		$	6,506,058

(1) Excludes the effect of custody fee credits, if any, of less than 0.005%.

See notes to financial statements

39

Floating Rate Portfolioas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS

1Significant Accounting Policies

Floating Rate Portfolio (the Portfolio) is a New York trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as a diversified, open-end management investment company. The Portfolio’s investment objective is to provide a high level of current income. The Declaration of Trust permits the Trustees to issue interests in the Portfolio. At October 31, 2009, Eaton Vance Floating-Rate Fund, Eaton Vance Strategic Income Fund, Eaton Vance Floating-Rate & High Income Fund, Eaton Vance Diversified Income Fund and Eaton Vance Low Duration Fund held an interest of 65.8%, 16.5%, 12.6%, 2.4% and 0.8%, 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 source of authoritative accounting principles applied in the preparation of the Portfolio’s financial statements is the Financial Accounting Standards Board (FASB) Accounting Standards Codification (the Codification), which superseded existing non-Securities and Exchange Commission accounting and reporting standards for interim and annual reporting periods ending after September 15, 2009. The adoption of the Codification for the current reporting period did not impact the Portfolio’s application of generally accepted accounting principles.

AInvestment Valuation — Interests in senior floating-rate loans (Senior Loans) for which reliable market quotations are readily available are valued generally at the average mean of bid and ask quotations obtained from a third party pricing service. Other Senior Loans are valued at fair value by the investment adviser under procedures approved by the Trustees. In fair valuing a Senior Loan, the investment adviser utilizes one or more of the valuation techniques described in (i) through (iii) below to assess the likelihood that the borrower will make a full repayment of the loan underlying such Senior Loan relative to yields on other Senior Loans issued by companies of comparable credit quality. If the investment adviser believes that there is a reasonable likelihood of full repayment, the investment adviser will determine fair value using a matrix pricing approach that considers the yield on the Senior Loan. If the investment adviser believes there is not a reasonable likelihood of full repayment, the investment adviser will determine fair value using analyses that include, but are not limited to: (i) a comparison of the value of the borrower’s outstanding equity and debt to that of comparable public companies; (ii) a discounted cash flow analysis; or (iii) when the investment adviser believes it is likely that a borrower will be liquidated or sold, an analysis of the terms of such liquidation or sale. In certain cases, the investment adviser will use a combination of analytical methods to determine fair value, such as when only a

portion of a borrower’s assets are likely to be sold. In conducting its assessment and analyses for purposes of determining fair value of a Senior Loan, the investment adviser will use its discretion and judgment in considering and appraising relevant factors. Fair value determinations are made by the portfolio managers of the Portfolio based on information available to such managers. The portfolio managers of other funds managed by the investment adviser that invest in Senior Loans may not possess the same information about a Senior Loan borrower as the portfolio managers of the Portfolio. At times, the fair value of a Senior Loan determined by the portfolio managers of other funds managed by the investment adviser that invest in Senior Loans may vary from the fair value of the same Senior Loan determined by the portfolio managers of the Portfolio. The fair value of each Senior Loan is periodically reviewed and approved by the investment adviser’s Valuation Committee and by the Trustees based upon procedures approved by the Trustees. Junior Loans are valued in the same manner as Senior Loans.

Debt obligations (including short-term obligations with a remaining maturity of more than sixty days) will normally be valued on the basis of quotations provided by third party pricing services. The pricing services will use various techniques that consider factors including, but not limited to, reported trades or dealer quotations, prices or yields of securities with similar characteristics, benchmark yields, broker/dealer quotes, 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. 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. Forward foreign currency exchange contracts are generally valued at the mean of the average bid and average asked prices that are reported by currency dealers to a third party pricing service at the valuation time. Such third party pricing service valuations are supplied for specific settlement periods and the Portfolio’s forward foreign currency exchange contracts are valued at an interpolated rate

40

Floating Rate Portfolioas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

between the closest preceding and subsequent settlement period reported by the third party pricing service. Credit default swaps are normally valued using valuations provided by a third party pricing service. The pricing services employ electronic data processing techniques to determine the present value based on credit spread quotations obtained from broker/dealers and expected default recovery rates determined by the pricing service using proprietary models. Foreign securities and currencies are valued in U.S. dollars, based on foreign currency exchange rate quotations supplied by a third party pricing service. The pricing service uses a proprietary model to determine the exchange rate. Inputs to the model include reported trades and implied bid/ask spreads. 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.

The Portfolio may invest in Cash Management Portfolio (Cash Management), an affiliated investment company managed by Boston Management and Research (BMR), a subsidiary of Eaton Vance Management (EVM). Cash Management generally values its investment securities utilizing the amortized cost valuation technique permitted by Rule 2a-7 of the 1940 Act, pursuant to which Cash Management must comply with certain conditions. This technique involves initially valuing a portfolio security at its cost and thereafter assuming a constant amortization to maturity of any discount or premium. If amortized cost is determined not to approximate fair value, Cash Management may value its investment securities in the same manner as debt obligations described above.

BInvestment 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.

CIncome — Interest income is recorded on the basis of interest accrued, adjusted for amortization of premium or accretion of discount. Fees associated with loan amendments are recognized immediately. Dividend income is recorded on the ex-dividend date for dividends received in cash and/or securities.

DFederal 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 October 31, 2009, the Portfolio had no uncertain tax positions that would require financial statement recognition, de-recognition, or disclosure. Each of the Portfolio’s federal tax returns filed in the 3-year period ended October 31, 2009 remains subject to examination by the Internal Revenue Service.

EExpense 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.

FForeign Currency Translation — Investment valuations, other assets, and liabilities initially expressed in foreign currencies are translated each business day into U.S. dollars based upon current exchange rates. Purchases and sales of foreign investment securities and income and expenses denominated in foreign currencies are translated into U.S. dollars based upon currency exchange rates in effect on the respective dates of such transactions. Recognized gains or losses on investment transactions attributable to changes in foreign currency exchange rates are recorded for financial statement purposes as net realized gains and losses on investments. That portion of unrealized gains and losses on investments that results from fluctuations in foreign currency exchange rates is not separately disclosed.

41

Floating Rate Portfolioas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

GUnfunded Loan Commitments — The Portfolio may enter into certain credit agreements all or a portion of which may be unfunded. The Portfolio is obligated to fund these commitments at the borrower’s discretion. These commitments are disclosed in the accompanying Portfolio of Investments.

HUse 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.

IIndemnifications — 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.

JForward Foreign Currency Exchange Contracts — The Portfolio may enter into forward foreign currency exchange contracts for the purchase or sale of a specific foreign currency at a fixed price on a future date. The Portfolio may enter into forward contracts for hedging purposes as well as non-hedging purposes. The forward foreign currency exchange contracts are adjusted by the daily exchange rate of the underlying currency and any gains or losses are recorded as unrealized until such time as the contracts have been closed or offset by another contract with the same broker for the same settlement date and currency. Risks may arise upon entering these contracts from the potential inability of counterparties to meet the terms of their contracts and from movements in the value of a foreign currency relative to the U.S. dollar.

KCredit Default Swaps — The Portfolio may enter into credit default swap contracts to manage its credit risk, to gain exposure to a credit in which the Portfolio may

otherwise invest, or to enhance return. When the Portfolio is the buyer of a credit default swap contract, the Portfolio is entitled to receive the par (or other agreed-upon) value of a referenced debt obligation (or basket of debt obligations) from the counterparty to the contract if a credit event by a third party, such as a U.S. or foreign corporate issuer or sovereign issuer, on the debt obligation occurs. In return, the Portfolio pays the counterparty a periodic stream of payments over the term of the contract provided that no credit event has occurred. If no credit event occurs, the Portfolio would have spent the stream of payments and received no benefits from the contract. When the Portfolio is the seller of a credit default swap contract, it receives the stream of payments, but is obligated to pay to the buyer of the protection an amount up to the notional amount of the swap and in certain instances take delivery of securities of the reference entity upon the occurrence of a credit event, as defined under the terms of that particular swap agreement. Credit events are contract specific but may include bankruptcy, failure to pay, restructuring, obligation acceleration and repudiation/moratorium. If the Portfolio is a seller of protection and a credit event occurs, the maximum potential amount of future payments that the Portfolio could be required to make would be an amount equal to the notional amount of the agreement. This potential amount would be partially offset by any recovery value of the respective referenced obligation, or net amount received from the settlement of a buy protection credit default swap agreement entered into by the Portfolio for the same referenced obligation. As the seller, the Portfolio effectively adds leverage to its portfolio because, in addition to its total net assets, the Portfolio is subject to investment exposure on the notional amount of the swap. The interest fee paid or received on the swap contract, which is based on a specified interest rate on a fixed notional amount, is accrued daily as a component of unrealized appreciation (depreciation) and is recorded as realized gain upon receipt or realized loss upon payment. The Portfolio also records an increase or decrease to unrealized appreciation (depreciation) in an amount equal to the daily valuation. Upfront payments or receipts, if any, are recorded as other assets or other liabilities, respectively, and amortized over the life of the swap contract as realized gains or losses. The Portfolio segregates assets in the form of cash or liquid securities in an amount equal to the notional amount of the credit default swaps of which it is the seller. The Portfolio segregates assets in the form of cash or liquid securities in an amount equal to any unrealized depreciation of the credit default swaps of which it is the buyer, marked to market on a daily basis. These transactions involve certain risks, including the risk that the seller may be unable to fulfill the transaction.

42

Floating Rate Portfolioas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

2Investment Adviser Fee and Other Transactions with Affiliates

The investment adviser fee is earned by BMR as compensation for investment advisory services rendered to the Portfolio. Pursuant to the investment advisory agreement and subsequent fee reduction agreement between the Portfolio and BMR, the fee is computed at an annual rate 0.575% of the Portfolio’s average daily net assets up to $1 billion, 0.525% from $1 billion up to 2 billion, 0.500% from $2 billion up to $5 billion, 0.480% from $5 billion up to $10 billion and 0.460% of average daily net assets of $10 billion or more, and is payable monthly. The fee reduction cannot be terminated without the consent of the Trustees and shareholders. The portion of the adviser fee payable by Cash Management on the Portfolio’s investment of cash therein is credited against the Portfolio’s investment adviser fee. For the year ended October 31, 2009, the Portfolio’s investment adviser fee totaled $18,492,605 of which $850,008 was allocated from Cash Management and $17,642,597 was paid or accrued directly by the Portfolio. For the year ended October 31, 2009, the Portfolio’s investment adviser fee, including the portion allocated from Cash Management, was 0.53% of the Portfolio’s average daily net assets.

Except for Trustees of the Portfolio who are not members of EVM’s or BMR’s organizations, officers and Trustees receive remuneration for their services to the Portfolio out of the investment adviser fee. Trustees of the Portfolio who are not affiliated with the investment adviser may elect to defer receipt of all or a percentage of their annual fees in accordance with the terms of the Trustees Deferred Compensation Plan. For the year ended October 31, 2009, no significant amounts have been deferred. Certain officers and Trustees of the Portfolio are officers of the above organizations.

3Purchases and Sales of Investments

Purchases and sales of investments, other than short-term obligations and including maturities and principal repayments on Senior Loans, aggregated $1,536,345,479 and $1,181,885,322 respectively, for the year ended October 31, 2009.

4Federal Income Tax Basis of Investments

The cost and unrealized appreciation (depreciation) of investments of the Portfolio at October 31, 2009, as determined on a federal income tax basis, were as follows:

Aggregate cost	$	4,726,827,921
Gross unrealized appreciation	$	59,241,865
Gross unrealized depreciation		(435,291,005	)
Net unrealized depreciation	$	(376,049,140	)

The net unrealized appreciation on foreign currency at October 31, 2009 on federal income tax basis was $1,175,157.

5Restricted Securities

At October 31, 2009, the Portfolio owned the following securities (representing less than 0.1% of net assets) which were restricted as to public resale and not registered under the Securities Act of 1933 (excluding Rule 144A securities). The Portfolio has various registration rights (exercisable under a variety of circumstances) with respect to these securities. The value of these securities is determined based on valuations provided by brokers when available, or if not available, they are valued at fair value using methods determined in good faith by or at the direction of the Trustees.

	Date of
Description	Acquisition		Shares		Cost			Value
Common Stocks
Environmental Systems Products Holdings, Inc.		10/25/07		2,484	$	0	(1)	$	34,602
Preferred Stocks
Environmental Systems Products Holdings, Inc., Series A		10/25/07		1,138	$	19,915		$	91,040
Hayes Lemmerz International, Inc., Series A, Convertible		6/23/03		350		17,500			91
Total Restricted Securities					$	37,415		$	125,733

(1) Less than $0.50.

6Financial Instruments

The Portfolio may trade in financial instruments with off-balance sheet risk in the normal course of its investing activities. These financial instruments may include forward foreign currency exchange 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 do 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.

A summary of obligations under these financial instruments at October 31, 2009 is as follows:

43

Floating Rate Portfolioas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

Forward Foreign Currency Exchange Contracts
Sales
			Net Unrealized
			Appreciation
Settlement Date	Deliver	In Exchange For	(Depreciation)
11/30/09	British Pound Sterling 60,847,811	United States Dollar 99,434,451	$	(414,446	)
11/30/09	Euro 192,194,065	United States Dollar 283,880,243		1,054,981
11/30/09	Euro 2,715,000	United States Dollar 4,070,844		75,556
11/30/09	Euro 2,655,000	United States Dollar 3,973,367		66,373
11/30/09	Swiss Franc 13,619,589	United States Dollar 13,300,380		22,187
			$	804,651

At October 31, 2009, the Portfolio had sufficient cash and/or securities to cover commitments under these contracts.

The Portfolio adopted FASB Statement of Financial Accounting Standards No. 161 (FAS 161), “Disclosures about Derivative Instruments and Hedging Activities”, (currently FASB Accounting Standards Codification (ASC) 815-10), effective May 1, 2009. Such standard requires enhanced disclosures about an entity’s derivative and hedging activities, including qualitative disclosures about the objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of and gains and losses on derivative instruments, and disclosures about credit-risk related contingent features in derivative instruments. The disclosure below includes additional information as a result of implementing FAS 161.

The Portfolio is subject to foreign exchange risk in the normal course of pursuing its investment objective. Because the Portfolio holds foreign currency denominated investments, the value of these investments and related receivables and payables may change due to future changes in foreign currency exchange rates. To hedge against this risk, the Portfolio may enter into forward foreign currency exchange contracts. The Portfolio may also enter into such contracts to hedge currency risk of investments it anticipates purchasing.

The forward foreign currency exchange contracts in which the Portfolio invests are subject to the risk that the counterparty to the contract fails to perform its obligations under the contract. At October 31, 2009, the maximum amount of loss the Portfolio would incur due to counterparty risk was $1,219,097, representing the fair value of such derivatives in an asset position.

The fair value of derivative instruments (not considered to be hedging instruments for accounting disclosure purposes) and whose primary underlying risk exposure is foreign exchange risk at October 31, 2009 was as follows:

	Fair Value
Derivative	Asset Derivatives			Liability Derivatives
Forward foreign currency exchange contracts	$	1,219,097(1	)	$	(414,446	)(2)

(1)	Statement of Assets and Liabilities location: Receivable for open forward foreign currency exchange contracts and Net unrealized depreciation.
(2)	Statement of Assets and Liabilities location: Payable for open forward foreign currency exchange contracts and Net unrealized depreciation.

The effect of derivative instruments (not considered to be hedging instruments for accounting disclosure purposes) on the Statement of Operations and whose primary underlying risk exposure is foreign exchange risk for the six months ended October 31, 2009 was as follows:

				Change in
				Unrealized
	Realized Gain			Appreciation
	(Loss) on			(Depreciation) on
	Derivatives			Derivatives
	Recognized in			Recognized in
Derivative	Income			Income
Forward foreign currency exchange contracts	$	(33,309,680	)(1)	$	2,948,048	(2)

(1)	Statement of Operations location: Net realized gain (loss) – Foreign currency and forward foreign currency exchange contracts transactions.
(2)	Statement of Operations location: Change in unrealized appreciation (depreciation) – Foreign currency and forward foreign currency exchange contracts.

The average notional amount of forward foreign currency exchange contracts outstanding during the six months ended October 31, 2009, which is indicative of the volume of this derivative type, was approximately $321,857,000.

7Line of Credit

The Portfolio participates with other portfolios and funds managed by EVM and its affiliates in a $450 million ($1 billion prior to March 23, 2009) 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 a prime rate or an amount above either The London Interbank Offered Rate (LIBOR) or the Federal Funds rate. In addition, a fee computed at an annual rate of 0.15% (0.08% prior to March 23, 2009) on the daily unused portion of the line of credit is allocated among the participating portfolios and funds at the end of

44

Floating Rate Portfolioas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

each quarter. Average borrowings and average interest rate for the year ended October 31, 2009 were $7,369,910 and 1.76%, respectively.

8Risks Associated with Foreign Investments

Investing in securities issued by companies whose principal business activities are outside the United States may involve significant risks not present in domestic investments. For example, there is generally less publicly available information about foreign companies, particularly those not subject to the disclosure and reporting requirements of the U.S. securities laws. Certain foreign issuers are generally not bound by uniform accounting, auditing, and financial reporting requirements and standards of practice comparable to those applicable to domestic issuers. Investments in foreign securities also involve the risk of possible adverse changes in investment or exchange control regulations, expropriation or confiscatory taxation, limitation on the removal of funds or other assets of the Portfolio, political or financial instability or diplomatic and other developments which could affect such investments. Foreign securities markets, while growing in volume and sophistication, are generally not as developed as those in the United States, and securities of some foreign issuers (particularly those located in developing countries) may be less liquid and more volatile than securities of comparable U.S. companies. In general, there is less overall governmental supervision and regulation of foreign securities markets, broker-dealers and issuers than in the United States.

9Concentration of Credit Risk

The Portfolio invests primarily in below investment grade floating-rate loans and floating-rate debt obligations, which are considered speculative because of the credit risk of their issuers. Changes in economic conditions or other circumstances are more likely to reduce the capacity of issuers of these securities to make principal and interest payments. Such companies are more likely to default on their payments of interest and principal owed than issuers of investment grade bonds. An economic downturn generally leads to a higher non-payment rate, and a loan or other debt obligation may lose significant value before a default occurs. Lower rated investments also may be subject to greater price volatility than higher rated investments. Moreover, the specific collateral used to secure a loan may decline in value or become illiquid, which would adversely affect the loan’s value.

10Fair Value Measurements

The Portfolio adopted FASB Statement of Financial Accounting Standards No. 157 (FAS 157), “Fair Value Measurements”, (currently FASB ASC 820-10), effective November 1, 2008. Such standard established a three-tier

hierarchy to prioritize the assumptions, referred to as inputs, used in valuation techniques to measure fair value. The three-tier hierarchy of inputs is summarized in the three broad levels listed below.

•  Level 1 – quoted prices in active markets for identical investments

•  Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

•  Level 3 – significant unobservable inputs (including a fund’s own assumptions in determining the fair value of investments)

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

At October 31, 2009, the inputs used in valuing the Portfolio’s investments, which are carried at value, were as follows:

	Quoted
	Prices in
	Active		Significant
	Markets for		Other		Significant
	Identical		Observable		Unobservable
	Assets		Inputs		Inputs
Asset Description	(Level 1)		(Level 2)		(Level 3)		Total
Senior Floating-Rate Interests (Less unfunded loan commitments)	$	—	$	4,142,913,761	$	6,829,221	$	4,149,742,982
Corporate Bonds & Notes		—		17,137,226		505,328		17,642,554
Asset-Backed Securities		—		6,408,531		—		6,408,531
Common Stocks		3,775		2,978,343		1,053,368		4,035,486
Preferred Stocks		—		91		91,040		91,131
Closed-End Investment Companies		44,040		—		—		44,040
Short-Term Investments		165,515,197		7,298,860		—		172,814,057
Total Investments	$	165,563,012	$	4,176,736,812	$	8,478,957	$	4,350,778,781
Forward Foreign Currency Exchange Contracts		—		1,219,097		—		1,219,097
Total	$	165,563,012	$	4,177,955,909	$	8,478,957	$	4,351,997,878

45

Floating Rate Portfolioas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

	Quoted
	Prices in
	Active		Significant
	Markets for		Other			Significant
	Identical		Observable			Unobservable
	Assets		Inputs			Inputs
Liability Description	(Level 1)		(Level 2)			(Level 3)		Total
	Quoted
	Prices in
	Active		Significant
	Markets for		Other			Significant
	Identical		Observable			Unobservable
	Assets		Inputs			Inputs
Liability Description	(Level 1)		(Level 2)			(Level 3)		Total
Forward Foreign Currency Exchange Contracts	$	—	$	(414,446	)	$	—	$	(414,446	)
Total	$	—	$	(414,446	)	$	—	$	(414,446	)

The following is a reconciliation of Level 3 assets for which significant unobservable inputs were used to determine fair value:

	Investments
	in Senior			Investments
	Floating-			in Corporate		Investments			Investments
	Rate			Bonds &		in Common			in Preferred
	Interests			Notes		Stocks			Stocks		Total
Balance as of October 31, 2008	$	6,914,981		$	107,680	$	0		$	26,140	$	7,048,801
Realized gains (losses)		(5,765,532	)		—		—			—		(5,765,532	)
Change in net unrealized appreciation (depreciation)*		4,804,968			60,573		(100,916	)		64,900		4,829,525
Net purchases (sales)		3,545,627			319,149		1,154,284			—		5,019,060
Accrued discount (premium)		23,796			17,926		—			—		41,722
Net transfers to (from) Level 3		(2,694,619	)		—		—			—		(2,694,619	)
Balance as of October 31, 2009	$	6,829,221		$	505,328	$	1,053,368		$	91,040	$	8,478,957
Change in net unrealized appreciation (depreciation) on investments still held as of October 31, 2009*	$	(4,188,186	)	$	60,573	$	(60,841	)	$	64,900	$	(4,123,554	)

* Amount is included in the related amount on investments in the Statement of Operations.

11Review for Subsequent Events

In connection with the preparation of the financial statements of the Portfolio as of and for the year ended October 31, 2009, events and transactions subsequent to October 31, 2009 through December 28, 2009, the date the financial statements were issued, have been evaluated by the Portfolio’s management for possible adjustment and/or disclosure. Management has not identified any subsequent events requiring financial statement disclosure as of the date these financial statements were issued.

46

Floating Rate Portfolioas of October 31, 2009

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Trustees and Investors of
Floating Rate Portfolio:

We have audited the accompanying statement of assets and liabilities of Floating Rate Portfolio (the “Portfolio”), including the portfolio of investments, as of October 31, 2009, 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 five years in the period then ended. These financial statements and supplementary data are the responsibility of the Portfolio’s management. Our responsibility is to express an opinion on these financial statements and supplementary data based on our audits.

We conducted our audits in accordance with the 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. The Portfolio is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Portfolio’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities and senior loans owned as of October 31, 2009, by correspondence with the custodian, brokers, and selling or agent banks; where replies were not received from brokers and selling or agent banks, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and supplementary data referred to above present fairly, in all material respects, the financial position of Floating Rate Portfolio as of October 31, 2009, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the supplementary data for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 28, 2009

47

Eaton Vance Floating-Rate & High Income Fund

BOARD OF TRUSTEES’ ANNUAL APPROVAL OF THE INVESTMENT ADVISORY AGREEMENTS

Overview of the Contract Review Process

The Investment Company Act of 1940, as amended (the “1940 Act”) provides, in substance, that each investment advisory agreement between a fund and its investment adviser will continue in effect from year to year only if its continuance is approved at least annually by the fund’s board of trustees, including by a vote of a majority of the trustees who are not “interested persons” of the fund (“Independent Trustees”), cast in person at a meeting called for the purpose of considering such approval.

At a meeting of the Boards of Trustees (each a “Board”) of the Eaton Vance group of mutual funds (the “Eaton Vance Funds”) held on April 27, 2009, the Board, including a majority of the Independent Trustees, voted to approve continuation of existing advisory and sub-advisory agreements for the Eaton Vance Funds for an additional one-year period. In voting its approval, the Board relied upon the affirmative recommendation of the Contract Review Committee of the Board (formerly the Special Committee), which is a committee comprised exclusively of Independent Trustees. Prior to making its recommendation, the Contract Review Committee reviewed information furnished for a series of meetings of the Contract Review Committee held in February, March and April 2009. Such information included, among other things, the following:

Information about Fees, Performance and Expenses

•  An independent report comparing the advisory and related fees paid by each fund with fees paid by comparable funds;

•  An independent report comparing each fund’s total expense ratio and its components to comparable funds;

•  An independent report comparing the investment performance of each fund to the investment performance of comparable funds over various time periods;

•  Data regarding investment performance in comparison to relevant peer groups of funds and appropriate indices;

•  Comparative information concerning fees charged by each adviser for managing other mutual funds and institutional accounts using investment strategies and techniques similar to those used in managing the fund;

•  Profitability analyses for each adviser with respect to each fund;

Information about Portfolio Management

•  Descriptions of the investment management services provided to each fund, including the investment strategies and processes employed, and any changes in portfolio management processes and personnel;

•  Information concerning the allocation of brokerage and the benefits received by each adviser as a result of brokerage allocation, including information concerning the acquisition of research through “soft dollar” benefits received in connection with the funds’ brokerage, and the implementation of a soft dollar reimbursement program established with respect to the funds;

•  Data relating to portfolio turnover rates of each fund;

•  The procedures and processes used to determine the fair value of fund assets and actions taken to monitor and test the effectiveness of such procedures and processes;

Information about each Adviser

•  Reports detailing the financial results and condition of each adviser;

•  Descriptions of the qualifications, education and experience of the individual investment professionals whose responsibilities include portfolio management and investment research for the funds, and information relating to their compensation and responsibilities with respect to managing other mutual funds and investment accounts;

•  Copies of the Codes of Ethics of each adviser and its affiliates, together with information relating to compliance with and the administration of such codes;

•  Copies of or descriptions of each adviser’s proxy voting policies and procedures;

•  Information concerning the resources devoted to compliance efforts undertaken by each adviser and its affiliates on behalf of the funds (including descriptions of various compliance programs) and their record of compliance with investment policies and restrictions, including policies with respect to market-timing, late trading and selective portfolio disclosure, and with policies on personal securities transactions;

•  Descriptions of the business continuity and disaster recovery plans of each adviser and its affiliates;

Other Relevant Information

•  Information concerning the nature, cost and character of the administrative and other non-investment management services provided by Eaton Vance Management and its affiliates;

•  Information concerning management of the relationship with the custodian, subcustodians and fund accountants by each adviser or the funds’ administrator; and

•  The terms of each advisory agreement.

48

Eaton Vance Floating-Rate & High Income Fund

BOARD OF TRUSTEES’ ANNUAL APPROVAL OF THE INVESTMENT ADVISORY AGREEMENTS CONT’D

In addition to the information identified above, the Contract Review Committee considered information provided from time to time by each adviser throughout the year at meetings of the Board and its committees. Over the course of the twelve-month period ended April 30, 2009, the Board met eighteen times and the Contract Review Committee, the Audit Committee, the Governance Committee, the Portfolio Management Committee and the Compliance Reports and Regulatory Matters Committee, each of which is a Committee comprised solely of Independent Trustees, met seven, five, six, six and six times, respectively. At such meetings, the Trustees received, among other things, presentations by the portfolio managers and other investment professionals of each adviser relating to the investment performance of each fund and the investment strategies used in pursuing the fund’s investment objective.

For funds that invest through one or more underlying portfolios, the Board considered similar information about the portfolio(s) when considering the approval of advisory agreements. In addition, in cases where the fund’s investment adviser has engaged a sub-adviser, the Board considered similar information about the sub-adviser when considering the approval of any sub-advisory agreement.

The Contract Review Committee was assisted throughout the contract review process by Goodwin Procter LLP, legal counsel for the Independent Trustees. The members of the Contract Review Committee relied upon the advice of such counsel and their own business judgment in determining the material factors to be considered in evaluating each advisory and sub-advisory agreement and the weight to be given to each such factor. The conclusions reached with respect to each advisory and sub-advisory agreement were based on a comprehensive evaluation of all the information provided and not any single factor. Moreover, each member of the Contract Review Committee may have placed varying emphasis on particular factors in reaching conclusions with respect to each advisory and sub-advisory agreement.

Results of the Process

Based on its consideration of the foregoing, and such other information as it deemed relevant, including the factors and conclusions described below, the Contract Review Committee concluded that the continuance of the investment advisory agreements of Floating Rate Portfolio and High Income Opportunities Portfolio, the portfolios in which Eaton Vance Floating-Rate & High Income Fund (the “Fund”) invests (the “Portfolios”), each with Boston Management and Research (the “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 each agreement. Accordingly, the Board, including a majority of the Independent Trustees, voted to approve continuation of the investment advisory agreements for the Portfolios.

Nature, Extent and Quality of Services

In considering whether to approve the investment advisory agreements of the Portfolios, the Board evaluated the nature, extent and quality of services provided to the Portfolios by the Adviser.

The Board considered the Adviser’s management capabilities and investment process with respect to the types of investments held by the Portfolios, including the education, experience and number of its investment professionals and other personnel who provide portfolio management, investment research, and similar services to the Portfolios. In particular, the Board evaluated the abilities and experience of such investment personnel in analyzing special considerations relevant to investing in senior secured floating rate loans. For both Portfolios, the Board noted the experience of the Adviser’s large group of bank loan investment professionals and other personnel who provide services to the Portfolios, including portfolio managers and analysts. The Board also took into account the resources dedicated to portfolio management and other services, including the compensation paid to recruit and retain investment personnel, and the time and attention devoted to the Fund and each Portfolio by senior management. The Board also reviewed the compliance programs of the Adviser and relevant affiliates thereof. Among other matters, the Board considered compliance and reporting matters relating to personal trading by investment personnel, selective disclosure of portfolio holdings, late trading, frequent trading, portfolio valuation, business continuity and the allocation of investment opportunities. The Board also evaluated the responses of the Adviser and its affiliates to requests from regulatory authorities such as the Securities and Exchange Commission and the Financial Industry Regulatory Authority.

The Board considered shareholder and other administrative services provided or managed by Eaton Vance Management and its affiliates, including transfer agency and accounting services. The Board evaluated the benefits to shareholders of investing in a fund that is a part of a large family of funds, including the ability, in many cases, to exchange an investment among different funds without incurring additional sales charges.

The Board considered the Adviser’s recommendations for Board action and other steps taken in response to the unprecedented dislocations experienced in the capital markets over recent periods, including sustained periods of high volatility, credit disruption and government intervention. In particular, the Board considered the Adviser’s efforts and expertise with respect to each of the following

49

Eaton Vance Floating-Rate & High Income Fund

BOARD OF TRUSTEES’ ANNUAL APPROVAL OF THE INVESTMENT ADVISORY AGREEMENTS CONT’D

matters as they relate to the Fund and/or other funds within the Eaton Vance family of funds: (i) negotiating and maintaining the availability of bank loan facilities and other sources of credit used for investment purposes or to satisfy liquidity needs; (ii) establishing the fair value of securities and other instruments held in investment portfolios during periods of market volatility and issuer-specific disruptions; and (iii) the ongoing monitoring of investment management processes and risk controls.

After consideration of the foregoing factors, among others, the Board concluded that the nature, extent and quality of services provided by the Adviser, taken as a whole, are appropriate and consistent with the terms of the investment advisory agreements.

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 also considered the performance of the underlying Portfolios. The Board reviewed comparative performance data for the one-, three- and five-year periods ended September 30, 2008 for the Fund. The Board concluded that the Fund’s performance was satisfactory.

Management Fees and Expenses

The Board reviewed contractual investment advisory fee rates, including administrative fee rates, payable by the Portfolios and the Fund (referred to collectively as “management fees”). As part of its review, the Board considered the management fees and the Fund’s total expense ratio for the year ended September 30, 2008, as compared to a group of similarly managed funds selected by an independent data provider.

After reviewing the foregoing information, and in light of the nature, extent and quality of the services provided by the Adviser, the Board concluded that the management fees charged for advisory and related services and the Fund’s total expense ratio are reasonable.

Profitability

The Board reviewed the level of profits realized by the Adviser and relevant affiliates thereof in providing investment advisory and administrative services to the Fund, the Portfolios 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 Portfolios.

The Board concluded that, in light of the foregoing factors and the nature, extent and quality of the services rendered, the profits realized by the Adviser and its affiliates are reasonable.

Economies of Scale

In reviewing management fees and profitability, the Board also considered the extent to which the Adviser and its affiliates, on the one hand, and the Fund, on the other hand, can expect to realize benefits from economies of scale as the assets of the Fund and the Portfolios 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 Portfolios, the structure of the advisory fees, which include 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.

50

Eaton Vance Floating-Rate & High Income Fund

MANAGEMENT AND ORGANIZATION

Fund Management. The Trustees of Eaton Vance Mutual Funds Trust (the Trust), Floating Rate Portfolio (FRP) and High Income Opportunities Portfolio (HIOP) (collectively, the Portfolios) are responsible for the overall management and supervision of the Trust’s and Portfolios’ affairs. The Trustees and officers of the Trust and the Portfolios 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 Portfolios hold indefinite terms of office. The “Noninterested Trustees” consist of those Trustees who are not “interested persons” of the Trust and the Portfolios, as that term is defined under the 1940 Act. The business address of each Trustee and officer is Two International Place, Boston, Massachusetts 02110. 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, “Parametric” refers to Parametric Portfolio Associates LLC and “EVD” refers to Eaton Vance Distributors, Inc. EVC and EV are the corporate parent and trustee, respectively, of EVM and BMR. EVD is the Fund’s principal underwriter, the Portfolios’ placement agent and a wholly-owned subsidiary of EVC. Each officer affiliated with Eaton Vance may hold a position with other Eaton Vance affiliates that is comparable to his or her position with EVM listed below.

	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
Thomas E. Faust Jr. 5/31/58	Trustee and President of the Trust	Trustee since 2007 and President of the Trust since 2002	Chairman, Chief Executive Officer and President of EVC, Director and President of EV, Chief Executive Officer and President of EVM and BMR, and Director of EVD. Trustee and/or officer of 176 registered investment companies and 4 private investment companies managed by EVM or BMR. Mr. Faust is an interested person because of his positions with EVM, BMR, EVD, EVC and EV, which are affiliates of the Trust and Portfolios.		176	Director of EVC
Noninterested Trustees
Benjamin C. Esty 1/2/63	Trustee	Since 2005	Roy and Elizabeth Simmons Professor of Business Administration and Finance Unit Head, Harvard University Graduate School of Business Administration.		176	None
Allen R. Freedman 4/3/40	Trustee	Since 2007	Former Chairman (2002-2004) and a Director (1983-2004) of Systems & Computer Technology Corp. (provider of software to higher education). Formerly, a Director of Loring Ward International (fund distributor) (2005-2007). Formerly, Chairman and a Director of Indus International, Inc. (provider of enterprise management software to the power generating industry) (2005-2007).		176	Director of Assurant, Inc. (insurance provider) and Stonemor Partners, L.P. (owner and operator of cemeteries)
William H. Park 9/19/47	Trustee	Since 2003	Vice Chairman, Commercial Industrial Finance Corp. (specialty finance company) (since 2006). Formerly, President and Chief Executive Officer, Prizm Capital Management, LLC (investment management firm) (2002-2005).		176	None
Ronald A. Pearlman 7/10/40	Trustee	Since 2003	Professor of Law, Georgetown University Law Center.		176	None
Helen Frame Peters 3/22/48	Trustee	Since 2008	Professor of Finance, Carroll School of Management, Boston College. Adjunct Professor of Finance, Peking University, Beijing, China (since 2005).		176	Director of BJ’s Wholesale Club, Inc. (wholesale club retailer)
Heidi L. Steiger 7/8/53	Trustee	Since 2007	Managing Partner, Topridge Associates LLC (global wealth management firm) (since 2008); Senior Advisor (since 2008), President (2005-2008), Lowenhaupt Global Advisors, LLC (global wealth management firm). Formerly, President and Contributing Editor, Worth Magazine (2004-2005). Formerly, Executive Vice President and Global Head of Private Asset Management (and various other positions), Neuberger Berman (investment firm) (1986-2004).		176	Director of Nuclear Electric Insurance Ltd. (nuclear insurance provider), Aviva USA (insurance provider) and CIFG (family of financial guaranty companies) and Advisory Director of Berkshire Capital Securities LLC (private investment banking firm)

51

Eaton Vance Floating-Rate & High Income Fund

MANAGEMENT AND ORGANIZATION CONT’D

	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
Noninterested Trustees (continued)
Lynn A. Stout 9/14/57	Trustee	Of the Trust and HIOP since 1998 and of FRP since 2000	Paul Hastings Professor of Corporate and Securities Law (since 2006) and Professor of Law (2001-2006), University of California at Los Angeles School of Law.		176	None
Ralph F. Verni 1/26/43	Chairman of the Board and Trustee	Chairman of the Board since 2007 and Trustee since 2005	Consultant and private investor.		176	None

Principal Officers who are not Trustees

	Position(s)	Term of
	with the	Office and
Name and	Trust and	Length of	Principal Occupation(s)
Date of Birth	the Portfolios	Service	During Past Five Years
William H. Ahern, Jr. 7/28/59	Vice President of the Trust	Since 1995	Vice President of EVM and BMR. Officer of 76 registered investment companies managed by EVM or BMR.
John R. Baur 2/10/70	Vice President of the Trust	Since 2008	Vice President of EVM and BMR. Previously, attended Johnson Graduate School of Management, Cornell University (2002-2005), and prior thereto he was an Account Team Representative in Singapore for Applied Materials, Inc. Officer of 35 registered investment companies managed by EVM or BMR.
Michael A. Cirami 12/24/75	Vice President of the Trust	Since 2008	Vice President of EVM and BMR. Officer of 35 registered investment companies managed by EVM or BMR.
Cynthia J. Clemson 3/2/63	Vice President of the Trust	Since 2005	Vice President of EVM and BMR. Officer of 92 registered investment companies managed by EVM or BMR.
Charles B. Gaffney 12/4/72	Vice President of the Trust	Since 2007	Director of Equity Research and Vice President of EVM and BMR. Officer of 32 registered investment companies managed by EVM or BMR.
Thomas P. Huggins 3/7/66	Vice President of HIOP	Since 2000	Vice President of EVM and BMR. Officer of 4 registered investment companies managed by EVM or BMR.
Christine M. Johnston 11/9/72	Vice President of the Trust	Since 2007	Vice President of EVM and BMR. Officer of 37 registered investment companies managed by EVM or BMR.
Aamer Khan 6/7/60	Vice President of the Trust	Since 2005	Vice President of EVM and BMR. Officer of 35 registered investment companies managed by EVM or BMR.
Thomas H. Luster 4/8/62	Vice President of the Trust	Since 2006	Vice President of EVM and BMR. Officer of 54 registered investment companies managed by EVM or BMR.
Robert B. MacIntosh 1/22/57	Vice President of the Trust	Since 1998	Vice President of EVM and BMR. Officer of 91 registered investment companies managed by EVM or BMR.
Scott H. Page 11/30/59	President of FRP	Since 2007	Vice President of EVM and BMR. Officer of 11 registered investment companies managed by EVM or BMR.
Jeffrey A. Rawlins 10/6/61	Vice President of the Trust	Since 2009	Vice President of EVM and BMR. Previously, a Managing Director of the Fixed Income Group at State Street Research and Management (1989-2005). Officer of 31 registered investment companies managed by EVM or BMR.
Duncan W. Richardson 10/26/57	Vice President of the Trust	Since 2001	Director of EVC and Executive Vice President and Chief Equity Investment Officer of EVC, EVM and BMR. Officer of 82 registered investment companies managed by EVM or BMR.
Craig P. Russ 10/30/63	Vice President of FRP	Since 2007	Vice President of EVM and BMR. Officer of 6 registered investment companies managed by EVM or BMR.

52

Eaton Vance Floating-Rate & High Income Fund

MANAGEMENT AND ORGANIZATION CONT’D

	Position(s)	Term of
	with the	Office and
Name and	Trust and	Length of	Principal Occupation(s)
Date of Birth	the Portfolios	Service	During Past Five Years
Principal Officers who are not Trustees (continued)
Judith A. Saryan 8/21/54	Vice President of the Trust	Since 2003	Vice President of EVM and BMR. Officer of 51 registered investment companies managed by EVM or BMR.
Susan Schiff 3/13/61	Vice President of the Trust	Since 2002	Vice President of EVM and BMR. Officer of 37 registered investment companies managed by EVM or BMR.
Thomas Seto 9/27/62	Vice President of the Trust	Since 2007	Vice President and Director of Portfolio Management of Parametric. Officer of 32 registered investment companies managed by EVM or BMR.
David M. Stein 5/4/51	Vice President of the Trust	Since 2007	Managing Director and Chief Investment Officer of Parametric. Officer of 32 registered investment companies managed by EVM or BMR.
Dan R. Strelow 5/27/59	Vice President of the Trust	Since 2009	Vice President of EVM and BMR since 2005. Previously, a Managing Director (since 1988) and Chief Investment Officer (since 2001) of the Fixed Income Group at State Street Research and Management. Officer of 31 registered investment companies managed by EVM or BMR.
Mark S. Venezia 5/23/49	Vice President of the Trust	Since 2007	Vice President of EVM and BMR. Officer of 38 registered investment companies managed by EVM or BMR.
Adam A. Weigold 3/22/75	Vice President of the Trust	Since 2007	Vice President of EVM and BMR. Officer of 69 registered investment companies managed by EVM or BMR.
Michael W. Weilheimer 2/11/61	President of HIOP	Since 2002	Vice President of EVM and BMR. Officer of 24 registered investment companies managed by EVM or BMR.
Barbara E. Campbell 6/19/57	Treasurer	Treasurer of the Trust since 2005 and of each Portfolio since 2008	Vice President of EVM and BMR. Officer of 176 registered investment companies managed by EVM or BMR.
Maureen A. Gemma 5/24/60	Secretary and Chief Legal Officer	Secretary since 2007 and Chief Legal Officer since 2008	Vice President of EVM and BMR. Officer of 176 registered investment companies managed by EVM or BMR.
Paul M. O’Neil 7/11/53	Chief Compliance Officer	Since 2004	Vice President of EVM and BMR. Officer of 176 registered investment companies managed by EVM or BMR.

(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 Portfolios and can be obtained without charge on Eaton Vance’s website at www.eatonvance.com or on by calling 1-800-262-1122.

53

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Investment Adviser of Floating Rate Portfolio

Boston Management and Research

Two International Place

Boston, MA 02110

Administrator of Eaton Vance Floating-Rate & High Income Fund

Eaton Vance Management

Two International Place

Boston, MA 02110

Principal Underwriter*

Eaton Vance Distributors, Inc.

Two International Place

Boston, MA 02110

(617) 482-8260

Custodian

State Street Bank and Trust Company

200 Clarendon Street

Boston, MA 02116

Transfer Agent

PNC Global Investment Servicing

Attn: Eaton Vance Funds

P.O. Box 9653

Providence, RI 02940-9653

(800) 262-1122

Independent Registered Public Accounting Firm

Deloitte & Touche LLP

200 Berkeley Street

Boston, MA 02116-5022

Eaton Vance Floating-Rate & High Income Fund

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.

811-12/09 FRHSRC

Annual Report October 31, 2009 EATON VANCE GOVERNMENT OBLIGATIONS

FUND

IMPORTANT NOTICES REGARDING PRIVACY,
DELIVERY OF SHAREHOLDER DOCUMENTS,
PORTFOLIO HOLDINGS AND PROXY VOTING

Privacy. The Eaton Vance organization is committed to ensuring your financial privacy. Each of the financial institutions identified below has in effect the following policy (“Privacy Policy”) with respect to nonpublic personal information about its customers:

•  Only such information received from you, through application forms or otherwise, and information about your Eaton Vance fund transactions will be collected. This may include information such as name, address, social security number, tax status, account balances and transactions.

•  None of such information about you (or former customers) will be disclosed to anyone, except as permitted by law (which includes disclosure to employees necessary to service your account). In the normal course of servicing a customer’s account, Eaton Vance may share information with unaffiliated third parties that perform various required services such as transfer agents, custodians and broker/dealers.

•  Policies and procedures (including physical, electronic and procedural safeguards) are in place that are designed to protect the confidentiality of such information.

•  We reserve the right to change our Privacy Policy at any time upon proper notification to you. Customers may want to review our Privacy Policy periodically for changes by accessing the link on our homepage: www.eatonvance.com.

Our pledge of privacy applies to the following entities within the Eaton Vance organization: the Eaton Vance Family of Funds, Eaton Vance Management, Eaton Vance Investment Counsel, Boston Management and Research, and Eaton Vance Distributors, Inc.

In addition, our Privacy Policy applies only to those Eaton Vance customers who are individuals and who have a direct relationship with us. If a customer’s account (i.e., fund shares) is held in the name of a third-party financial adviser/broker-dealer, it is likely that only such adviser’s privacy policies apply to the customer. This notice supersedes all previously issued privacy disclosures.

For more information about Eaton Vance’s Privacy Policy, please call 1-800-262-1122.

Delivery of Shareholder Documents. The Securities and Exchange Commission (the “SEC”) permits funds to deliver only one copy of shareholder documents, including prospectuses, proxy statements and shareholder reports, to fund investors with multiple accounts at the same residential or post office box address. This practice is often called “householding” and it helps eliminate duplicate mailings to shareholders.

Eaton Vance, or your financial adviser, may household the mailing of your documents indefinitely unless you instruct Eaton Vance, or your financial adviser, otherwise.

If you would prefer that your Eaton Vance documents not be householded, please contact Eaton Vance at 1-800-262-1122, or contact your financial adviser.

Your instructions that householding not apply to delivery of your Eaton Vance documents will be effective within 30 days of receipt by Eaton Vance or your financial adviser.

Portfolio Holdings. Each Eaton Vance Fund and its underlying Portfolio(s) (if applicable) will file a schedule of portfolio holdings on Form N-Q with the SEC for the first and third quarters of each fiscal year. The Form N-Q will be available on the Eaton Vance website at www.eatonvance.com, by calling Eaton Vance at 1-800-262-1122 or in the EDGAR database on the SEC’s website at www.sec.gov. Form N-Q may also be reviewed and copied at the SEC’s public reference room in Washington, D.C. (call 1-800-732-0330 for information on the operation of the public reference room).

Proxy Voting. From time to time, funds are required to vote proxies related to the securities held by the funds. The Eaton Vance Funds or their underlying Portfolios (if applicable) vote proxies according to a set of policies and procedures approved by the Funds’ and Portfolios’ Boards. You may obtain a description of these policies and procedures and information on how the Fund or Portfolio voted proxies relating to portfolio securities during the 12 month period ended June 30, without charge, upon request, by calling 1-800-262-1122. This description is also available on the SEC’s website at www.sec.gov.

Eaton Vance Government Obligations Fund as of October 31, 2009
MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE

Economic and Market Conditions

• The year ending October 31, 2009, began on a weak note of deep economic downturn and volatile credit markets. However, the markets and economy showed some positive signs of stabilization as they turned to the 2009 calendar year. Despite significantly negative growth in the fourth quarter of 2008 and the first quarter of 2009, second quarter gross domestic product (GDP) fell just 0.7%. The preliminary numbers for the third quarter of 2009 point to positive annualized GDP growth of 2.8%.

Susan Schiff, CFA
Portfolio Manager

• Throughout the Fund’s fiscal year ending October 31, 2009, the Federal Reserve (the Fed) maintained policy rates between 0% and 0.25%. At its most recent meeting, the Fed identified the high unemployment rate and low capacity utilization rates as indicators of excess or spare capacity in the economy, creating the ability to grow above trend for some time without threatening the outlook for inflation. Although yields have been relatively constant in the long end of the yield curve during the Fund’s fiscal year, yields in the rest of the yield curve have fallen by 50-90 basis points over the period.

• Many of the government’s programs aimed at bolstering the economy came into full swing during the period. Some of these programs have been specifically directed at freeing up capital and providing access to credit. Other programs have more specifically targeted helping existing homeowners avoid foreclosure and maintaining affordability for new homeowners. One of the most significant steps taken was the Fed’s purchase of mortgage-backed securities (MBS) in the secondary market. This program started in January 2009 and was designed to sustain lower mortgage rates. By the end of October 2009, the Fed purchased just under $1 trillion in U.S. Government Agency MBS. The Fed expects to purchase a total of $1.25 trillion in MBS by the end of March 2010.

Past performance is no guarantee of future results. Returns are historical and are calculated by determining the percentage change in net asset value or offering price (as applicable) with all distributions reinvested. Investment return and principal value will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Performance is for the stated time period only; due to market volatility, the Fund’s current performance may be lower or higher than the quoted return. For performance as of the most recent month end, please refer to www.eatonvance.com.

• As the economy has stabilized, so too have the credit markets. Although the beginning of the fiscal period was marked by widening credit spreads throughout the fixed-income markets, there was a tightening of spreads for the better part of calendar 2009.

Management Discussion

• During the year ending October 31, 2009, the Fund’s¹ Class A, Class B, Class C and Class R shares outperformed the Barclays Capital U.S. Intermediate Government Index and the average return of the Lipper Short-Intermediate U.S. Government Classification.² This outperformance was primarily the result of a substantial tightening in the yield spreads between MBS and Treasuries. In the seasoned MBS market on which the Fund focuses, this spread tightened by more than 140 basis points during the fiscal year. Principal prepayment rates on the Fund’s seasoned MBS were relatively stable for the entire period—paying consistently at an annualized rate in the low teens.

Total Return Performance
10/31/08 – 10/31/09
Class A3	11.11	%
Class B3	10.30
Class C3	10.31
Class I3	3.29	*
Class R3	10.70
Barclays Capital U.S. Intermediate Government Index2	6.11
Lipper Short-Intermediate U.S. Government Funds Average2	7.58

* Performance is cumulative since share class inception on 4/3/09.

See page 3 for more performance information.

1	The Fund currently invests in a separately registered investment company, Government Obligations Portfolio, with the same objective and policies as the Fund. References to investments are to the Portfolio’s holdings.
2	It is not possible to invest directly in an Index or Lipper Classification. The Index’s total return does not reflect expenses that would have been incurred if an investor individually purchased or sold the securities represented in the Index. The Lipper total return is the average total return, at net asset value (NAV), of the funds that are in the same Lipper Classification as the Fund.
3	These returns do not include the 4.75% maximum sales charge for the Fund’s Class A shares or the applicable contingent deferred sales charges (CDSC) for Class B shares and Class C shares. If sales charges were deducted, the returns would be lower. Class I and Class R shares are offered to certain investors at NAV.

Fund shares are not insured by the FDIC and are not deposits or other obligations of, or guaranteed by, any depository institution. Shares are subject to investment risks, including possible loss of principal invested.

1

Eaton Vance Government Obligations Fund as of October 31, 2009
MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE

• The Fund’s investment emphasis remained on seasoned, U.S. Government Agency MBS (seasoned MBS) during the entire period. Typically, seasoned MBS were originated in the 1980s and 1990s. As a result, they have generally lower loan-to-home value ratios, meaning that these homeowners have more equity in their homes than the average borrower. In addition, these loans are guaranteed by government agencies. The Fund had no direct exposure to the subprime lending market or to non-agency MBS during the period.

• As the economy has slowly shown signs of stabilization and positive growth, the Fund shortened its duration from 3.78 years at the beginning of the 12-month period to 2.93 years as of October 31, 2009. Duration indicates price sensitivity to changes in interest rates of a fixed-income security or portfolio based on the timing of anticipated principal and interest payments. A shorter duration instrument normally has less exposure to interest rate risk than a longer duration instrument.

The views expressed throughout this report are those of the portfolio manager and are current only through the end of the period of the report as stated on the cover. These views are subject to change at any time based upon market or other conditions, and the investment adviser disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a fund are based on many factors, may not be relied on as an indication of trading intent on behalf of any Eaton Vance fund. Portfolio information may not be representative of the Portfolio’s current or future investments and may change due to active management.

Portfolio Composition

Diversification by Sectors¹

By total investments

¹ As a percentage of the Portfolio’s total investments as of 10/31/09.

2

Eaton Vance Government Obligations Fund as of October 31, 2009
FUND PERFORMANCE

The line graph and table set forth below provide information about the Fund’s performance. The line graph compares the performance of Class A of the Fund with that of the Barclays Capital U.S. Intermediate Government Index, an unmanaged index of U.S. government bonds with maturities from one up to (but not including) 10 years. The lines on the graph represent the total returns of a hypothetical investment of $10,000 in Class A of the Fund and in the Barclays Capital Intermediate U.S. Government Index. The chart also offers a comparison with the Lipper Short-Intermediate U.S. Government Funds Classification, the Fund’s peer Classification. Class A total returns are presented at net asset value and public offering price. The table includes the total returns of each Class of the Fund at net asset value and public offering price. The performance presented below does not reflect the deduction of taxes, if any, that a shareholder would pay on distributions or redemptions of Fund shares.

Performance1	Class A			Class B			Class C			Class I			Class R
Class Share Symbol	EVGOX			EMGOX			ECGOX			EIGOX			ERGOX
Average Annual Total Returns (at net asset value)
One Year		11.11	%		10.30	%		10.31	%		N.A.			10.70	%
Five Years		5.34			4.53			4.51			N.A.			N.A.
Ten Years		5.38			4.60			4.56			N.A.			N.A.
Life of Fund†		7.14			4.48			4.39			3.29	%		5.54
SEC Average Annual Total Returns (including sales charge or applicable CDSC)
One Year		5.89	%		5.30	%		9.31	%		N.A.			10.70	%
Five Years		4.32			4.20			4.51			N.A.			N.A.
Ten Years		4.87			4.60			4.56			N.A.			N.A.
Life of Fund†		6.93			4.48			4.39			3.29	%		5.54

†	Inception Dates – Class A: 8/24/84; Class B: 11/1/93; Class C: 11/1/93; Class I: 4/3/09; Class R: 8/12/05.
††	Returns are cumulative since inception of the share class.
1	Average Annual Total Returns do not include the 4.75% maximum sales charge for Class A shares or the applicable contingent deferred sales charges (CDSC) for Class B or Class C shares. If sales charges were deducted, the returns would be lower. Class I and Class R shares are offered to certain investors at net asset value. SEC Average Annual Total Returns for Class A reflect the maximum 4.75% sales charge. SEC Average Annual Total Returns for Class B reflect applicable CDSC based on the following schedule: 5% - 1st and 2nd years; 4% - 3rd year; 3% - 4th year; 2% - 5th year; 1% - 6th year. SEC Returns for Class C reflect a 1% CDSC for the first year.

Total Annual
Operating Expenses2	Class A			Class B			Class C			Class I			Class R
Gross Expense Ratio		1.19	%		1.94	%		1.94	%		0.94	%		1.44	%

² Source: Prospectus dated 3/1/09, as supplemented on 4/1/09 and 5/4/09.

Past performance is no guarantee of future results. Returns are historical and are calculated by determining the percentage change in net asset value or offering price (as applicable) with all distributions reinvested. Investment return and principal value will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Performance is for the stated time period only; due to market volatility, the Fund’s current performance may be lower or higher than the quoted return. For performance as of the most recent month end, please refer to www.eatonvance.com.

* Source: Lipper Inc. Class A of the Fund commenced operations on 8/24/84.

A $10,000 hypothetical investment at net asset value in Class B and Class C shares on 10/31/99, Class R shares on 8/12/05 (commencement of operations) and Class I shares on 4/3/09 (commencement of operations) would have been valued at $15,679, $15,624, $12,556 and $10,329, respectively, on 10/31/09. The Index’s total return does not reflect the expenses that would have been incurred if an investor individually purchased or sold the securities represented in the Index. The Lipper total return is the average total return, at NAV, of the funds that are in the same Lipper Classification as the Fund. It is not possible to invest directly in an Index or Lipper Classification.

3

Eaton Vance Government Obligations Fundas of October 31, 2009

FUND EXPENSES

Example: As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchases and redemption fees (if applicable); and (2) ongoing costs, including management fees; distribution or service fees; and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 2009 – October 31, 2009).

Actual Expenses: The first section of the table below provides information about actual account values and actual expenses. You may use the information in this section, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first section under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes: The second section of the table below provides information about hypothetical account values and hypothetical expenses based on the actual Fund expense ratio and an assumed rate of return of 5% per year (before expenses), which is not the actual return of the Fund. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in your Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads) or redemption fees (if applicable). Therefore, the second section of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would be higher.

Eaton Vance Government Obligations Fund

	Beginning Account Value		Ending Account Value		Expenses Paid During Period
	(5/1/09)		(10/31/09)		(5/1/09 – 10/31/09)*
Actual
Class A		$1,000.00		$1,029.10		$5.98
Class B		$1,000.00		$1,025.30		$9.80
Class C		$1,000.00		$1,025.40		$9.80
Class I		$1,000.00		$1,030.40		$4.66
Class R		$1,000.00		$1,027.90		$7.21
Hypothetical
(5% return per year before expenses)
Class A		$1,000.00		$1,019.30		$5.95
Class B		$1,000.00		$1,015.50		$9.75
Class C		$1,000.00		$1,015.50		$9.75
Class I		$1,000.00		$1,020.60		$4.63
Class R		$1,000.00		$1,018.10		$7.17

*   Expenses are equal to the Fund’s annualized expense ratio of 1.17% for Class A shares, 1.92% for Class B shares, 1.92% for Class C shares, 0.91% for Class I shares and 1.41% for Class R shares, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period). The Example assumes that the $1,000 was invested at the net asset value per share determined at the close of business on April 30, 2009. The Example reflects the expenses of both the Fund and the Portfolio.

4

Eaton Vance Government Obligations Fundas of October 31, 2009

FINANCIAL STATEMENTS

Statement of Assets and Liabilities

As of October 31, 2009
Assets
Investment in Government Obligations Portfolio, at value (identified cost, $847,696,928)	$	878,927,995
Receivable for Fund shares sold		4,613,520
Total assets	$	883,541,515
Liabilities
Payable for Fund shares redeemed	$	3,771,660
Distributions payable		930,236
Payable to affiliates:
Distribution and service fees		427,622
Trustees’ fees		1,350
Accrued expenses		222,750
Total liabilities	$	5,353,618
Net Assets	$	878,187,897
Sources of Net Assets
Paid-in capital	$	1,060,765,714
Accumulated net realized loss from Portfolio		(212,878,648	)
Accumulated distributions in excess of net investment income		(930,236	)
Net unrealized appreciation from Portfolio		31,231,067
Total	$	878,187,897
Class A Shares
Net Assets	$	472,146,629
Shares Outstanding		62,619,174
Net Asset Value and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	7.54
Maximum Offering Price Per Share
(100 ¸ 95.25 of net asset value per share)	$	7.92
Class B Shares
Net Assets	$	126,122,725
Shares Outstanding		16,727,421
Net Asset Value and Offering Price Per Share*
(net assets ¸ shares of beneficial interest outstanding)	$	7.54
Class C Shares
Net Assets	$	259,974,591
Shares Outstanding		34,530,297
Net Asset Value and Offering Price Per Share*
(net assets ¸ shares of beneficial interest outstanding)	$	7.53
Class I Shares
Net Assets	$	14,879,006
Shares Outstanding		1,974,168
Net Asset Value, Offering Price and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	7.54
Class R Shares
Net Assets	$	5,064,946
Shares Outstanding		674,455
Net Asset Value, Offering Price and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	7.51

On sales of $50,000 or more, the offering price of Class A shares is reduced.

*  Redemption price per share is equal to the net asset value less any applicable contingent deferred sales charge.

Statement of Operations

For the Year Ended
October 31, 2009
Investment Income
Interest allocated from Portfolio		37,667,316
Miscellaneous income		55,440
Expenses allocated from Portfolio		(6,142,354	)
Total investment income from Portfolio	$	31,580,402
Expenses
Distribution and service fees
Class A	$	1,073,100
Class B		1,406,622
Class C		2,208,097
Class R		12,683
Custodian fee		33,992
Transfer and dividend disbursing agent fees		764,566
Legal and accounting services		37,406
Printing and postage		187,480
Registration fees		97,282
Miscellaneous		8,446
Total expenses	$	5,829,674
Net investment income	$	25,750,728
Realized and Unrealized Gain (Loss) from Portfolio
Net realized gain (loss) —
Investment transactions	$	2,955,566
Financial futures contracts		7,498,285
Net realized gain	$	10,453,851
Change in unrealized appreciation (depreciation) —
Investments	$	38,037,120
Financial futures contracts		1,873,883
Net change in unrealized appreciation (depreciation)	$	39,911,003
Net realized and unrealized gain	$	50,364,854
Net increase in net assets from operations	$	76,115,582

See notes to financial statements

5

Eaton Vance Government Obligations Fundas of October 31, 2009

FINANCIAL STATEMENTS CONT’D

Statements of Changes in Net Assets

Increase (Decrease)	Year Ended			Year Ended
in Net Assets	October 31, 2009			October 31, 2008
From operations —
Net investment income	$	25,750,728		$	22,643,375
Net realized gain from investment transactions and financial futures contracts		10,453,851			6,883,425
Net change in unrealized appreciation (depreciation) from investments and financial futures contracts		39,911,003			(9,934,170	)
Net increase in net assets from operations	$	76,115,582		$	19,592,630
Distributions to shareholders —
From net investment income
Class A	$	(18,985,438	)	$	(15,519,589	)
Class B		(5,254,253	)		(6,781,462	)
Class C		(8,222,184	)		(6,148,590	)
Class I		(130,163	)		—
Class R		(105,276	)		(23,112	)
Tax return of capital
Class A		(1,085,280	)		—
Class B		(300,353	)		—
Class C		(470,012	)		—
Class I		(7,441	)		—
Class R		(6,018	)		—
Total distributions to shareholders	$	(34,566,418	)	$	(28,472,753	)
Transactions in shares of beneficial interest —
Proceeds from sale of shares
Class A	$	263,266,792		$	212,119,920
Class B		23,146,151			34,528,345
Class C		146,674,516			106,275,591
Class I		15,454,856			—
Class R		6,483,149			843,401
Net asset value of shares issued to shareholders in payment of distributions declared
Class A		14,269,252			10,314,729
Class B		3,411,688			3,996,964
Class C		5,126,292			3,623,958
Class I		130,170			—
Class R		104,673			19,318
Cost of shares redeemed
Class A		(202,215,846	)		(109,962,134	)
Class B		(43,439,796	)		(43,283,489	)
Class C		(74,023,274	)		(51,459,693	)
Class I		(747,529	)		—
Class R		(2,429,962	)		(260,466	)
Net asset value of shares exchanged
Class A		12,331,175			9,439,980
Class B		(12,331,175	)		(9,439,980	)
Net increase in net assets from Fund share transactions	$	155,211,132		$	166,756,444
Net increase in net assets	$	196,760,296		$	157,876,321
	Year Ended			Year Ended
Net Assets	October 31, 2009			October 31, 2008
At beginning of year	$	681,427,601		$	523,551,280
At end of year	$	878,187,897		$	681,427,601
Accumulated distributions in excess of net investment income included in net assets
At end of year	$	(930,236	)	$	(601,496	)

See notes to financial statements

6

Eaton Vance Government Obligations Fundas of October 31, 2009

FINANCIAL STATEMENTS CONT’D

Financial Highlights

	Class A
	Year Ended October 31,
	2009			2008			2007			2006			2005
Net asset value — Beginning of year	$	7.110		$	7.160		$	7.200		$	7.340		$	7.740
Income (Loss) From Operations
Net investment income(1)	$	0.267		$	0.297		$	0.300		$	0.266		$	0.212
Net realized and unrealized gain (loss)		0.512			0.020			0.053			0.037			(0.090	)
Total income from operations	$	0.779		$	0.317		$	0.353		$	0.303		$	0.122
Less Distributions
From net investment income	$	(0.330	)	$	(0.367	)	$	(0.391	)	$	(0.424	)	$	(0.519	)
Tax return of capital		(0.019	)		—			(0.002	)		(0.019	)		(0.003	)
Total distributions	$	(0.349	)	$	(0.367	)	$	(0.393	)	$	(0.443	)	$	(0.522	)
Net asset value — End of year	$	7.540		$	7.110		$	7.160		$	7.200		$	7.340
Total Return(2)		11.11	%		4.45	%		5.05	%		4.28	%		2.03	%(3)
Ratios/Supplemental Data
Net assets, end of year (000’s omitted)	$	472,147		$	362,311		$	245,687		$	251,751		$	291,931
Ratios (as a percentage of average daily net assets):
Expenses(4)(5)		1.16	%		1.19	%		1.22	%		1.20	%		1.18	%
Net investment income		3.57	%		4.09	%		4.19	%		3.69	%		2.82	%
Portfolio Turnover of the Portfolio		28	%		19	%		23	%		2	%		30	%

(1)	Computed using average shares outstanding.
(2)	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.
(3)	Total return reflects an increase of 0.31% due to a change in the timing of the payment and reinvestment of distributions.
(4)	Excludes the effect of custody fee credits, if any, of less than 0.005%.
(5)	Includes the Fund’s share of the Portfolio’s allocated expenses.

See notes to financial statements

7

Eaton Vance Government Obligations Fundas of October 31, 2009

FINANCIAL STATEMENTS CONT’D

Financial Highlights

	Class B
	Year Ended October 31,
	2009			2008			2007			2006			2005
Net asset value — Beginning of year	$	7.110		$	7.160		$	7.200		$	7.340		$	7.740
Income (Loss) From Operations
Net investment income(1)	$	0.214		$	0.245		$	0.247		$	0.213		$	0.156
Net realized and unrealized gain (loss)		0.510			0.018			0.053			0.035			(0.094	)
Total income from operations	$	0.724		$	0.263		$	0.300		$	0.248		$	0.062
Less Distributions
From net investment income	$	(0.278	)	$	(0.313	)	$	(0.338	)	$	(0.369	)	$	(0.459	)
Tax return of capital		(0.016	)		—			(0.002	)		(0.019	)		(0.003	)
Total distributions	$	(0.294	)	$	(0.313	)	$	(0.340	)	$	(0.388	)	$	(0.462	)
Net asset value — End of year	$	7.540		$	7.110		$	7.160		$	7.200		$	7.340
Total Return(2)		10.30	%		3.67	%		4.27	%		3.50	%		1.15	%(3)
Ratios/Supplemental Data
Net assets, end of year (000’s omitted)	$	126,123		$	146,987		$	162,159		$	215,850		$	291,079
Ratios (as a percentage of average daily net assets):
Expenses(4)(5)		1.91	%		1.94	%		1.97	%		1.95	%		1.93	%
Net investment income		2.87	%		3.37	%		3.45	%		2.95	%		2.07	%
Portfolio Turnover of the Portfolio		28	%		19	%		23	%		2	%		30	%

(1)	Computed using average shares outstanding.
(2)	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.
(3)	Total return reflects an increase of 0.24% due to a change in the timing of the payment and reinvestment of distributions.
(4)	Excludes the effect of custody fee credits, if any, of less than 0.005%.
(5)	Includes the Fund’s share of the Portfolio’s allocated expenses.

See notes to financial statements

8

Eaton Vance Government Obligations Fundas of October 31, 2009

FINANCIAL STATEMENTS CONT’D

Financial Highlights

	Class C
	Year Ended October 31,
	2009			2008			2007			2006			2005
Net asset value — Beginning of year	$	7.100		$	7.150		$	7.190		$	7.340		$	7.730
Income (Loss) From Operations
Net investment income(1)	$	0.209		$	0.243		$	0.247		$	0.217		$	0.157
Net realized and unrealized gain (loss)		0.515			0.020			0.053			0.021			(0.085	)
Total income from operations	$	0.724		$	0.263		$	0.300		$	0.238		$	0.072
Less Distributions
From net investment income	$	(0.278	)	$	(0.313	)	$	(0.338	)	$	(0.369	)	$	(0.459	)
Tax return of capital		(0.016	)		—			(0.002	)		(0.019	)		(0.003	)
Total distributions	$	(0.294	)	$	(0.313	)	$	(0.340	)	$	(0.388	)	$	(0.462	)
Net asset value — End of year	$	7.530		$	7.100		$	7.150		$	7.190		$	7.340
Total Return(2)		10.31	%		3.67	%		4.27	%		3.36	%		1.16	%(3)
Ratios/Supplemental Data
Net assets, end of year (000’s omitted)	$	259,975		$	171,302		$	115,460		$	129,963		$	182,214
Ratios (as a percentage of average daily net assets):
Expenses(4)(5)		1.91	%		1.94	%		1.97	%		1.95	%		1.93	%
Net investment income		2.80	%		3.35	%		3.45	%		2.95	%		2.08	%
Portfolio Turnover of the Portfolio		28	%		19	%		23	%		2	%		30	%

(1)	Computed using average shares outstanding.
(2)	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.
(3)	Total return reflects an increase of 0.11% due to a change in the timing of the payment and reinvestment of distributions.
(4)	Excludes the effect of custody fee credits, if any, of less than 0.005%.
(5)	Includes the Fund’s share of the Portfolio’s allocated expenses.

See notes to financial statements

9

Eaton Vance Government Obligations Fundas of October 31, 2009

FINANCIAL STATEMENTS CONT’D

Financial Highlights

	Class I
	Period Ended
	October 31, 2009(1)
Net asset value — Beginning of period	$	7.510
Income (Loss) From Operations
Net investment income(2)	$	0.133
Net realized and unrealized gain		0.111
Total income from operations	$	0.244
Less Distributions
From net investment income	$	(0.202	)
Tax return of capital		(0.012	)
Total distributions	$	(0.214	)
Net asset value — End of period	$	7.540
Total Return(3)		3.29	%(4)
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$	14,879
Ratios (as a percentage of average daily net assets):
Expenses(5)(6)		0.91	%(7)
Net investment income		3.06	%(7)
Portfolio Turnover of the Portfolio		28	%(8)

(1)	For the period from the commencement of operations, April 3, 2009, to October 31, 2009.
(2)	Computed using average shares outstanding.
(3)	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested.
(4)	Not annualized.
(5)	Excludes the effect of custody fee credits, if any, of less than 0.005%.
(6)	Includes the Fund’s share of the Portfolio’s allocated expenses.
(7)	Annualized.
(8)	For the Portfolio’s year ended October 31, 2009.

See notes to financial statements

10

Eaton Vance Government Obligations Fundas of October 31, 2009

FINANCIAL STATEMENTS CONT’D

Financial Highlights

	Class R
	Year Ended October 31,
													Period Ended
	2009			2008			2007			2006			October 31, 2005(1)
Net asset value — Beginning of period	$	7.090		$	7.130		$	7.170		$	7.320		$	7.430
Income (Loss) From Operations
Net investment income(2)	$	0.239		$	0.276		$	0.280		$	0.214		$	0.083
Net realized and unrealized gain (loss)		0.510			0.032			0.054			0.060			(0.091	)
Total income (loss) from operations	$	0.749		$	0.308		$	0.334		$	0.274		$	(0.008	)
Less Distributions
From net investment income	$	(0.311	)	$	(0.348	)	$	(0.372	)	$	(0.405	)	$	(0.099	)
Tax return of capital		(0.018	)		—			(0.002	)		(0.019	)		(0.003	)
Total distributions	$	(0.329	)	$	(0.348	)	$	(0.374	)	$	(0.424	)	$	(0.102	)
Net asset value — End of period	$	7.510		$	7.090		$	7.130		$	7.170		$	7.320
Total Return(3)		10.70	%		4.33	%		4.79	%		3.87	%		(0.12	)%(4)
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$	5,065		$	827		$	245		$	235		$	2
Ratios (as a percentage of average daily net assets):
Expenses(5)(6)		1.41	%		1.44	%		1.47	%		1.45	%		1.43	%(7)
Net investment income		3.20	%		3.82	%		3.93	%		3.01	%		4.57	%(7)
Portfolio Turnover of the Portfolio		28	%		19	%		23	%		2	%		30	%

(1)	For the period from the commencement of operations, August 12, 2005, to October 31, 2005.
(2)	Computed using average shares outstanding.
(3)	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested.
(4)	Not annualized.
(5)	Excludes the effect of custody fee credits, if any, of less than 0.005%.
(6)	Includes the Fund’s share of Portfolio’s allocated expenses.
(7)	Annualized.

See notes to financial statements

11

Eaton Vance Government Obligations Fundas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS

1Significant Accounting Policies

Eaton Vance Government Obligations Fund (the Fund) is a diversified series of Eaton Vance Mutual Funds Trust (the Trust). The Trust is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company. The Fund offers five classes of shares. Class A shares are generally sold subject to a sales charge imposed at time of purchase. Class B and Class C shares are sold at net asset value and are generally subject to a contingent deferred sales charge (see Note 5). Class I and Class R shares are sold at net asset value and are not subject to a sales charge. Class B shares automatically convert to Class A shares eight years after their purchase as described in the Fund’s prospectus. Each class represents a pro-rata interest in the Fund, but votes separately on class-specific matters and (as noted below) is subject to different expenses. Realized and unrealized gains and losses are allocated daily to each class of shares based on the relative net assets of each class to the total net assets of the Fund. Net investment income, other than class-specific expenses, is allocated daily to each class of shares based upon the ratio of the value of each class’s paid shares to the total value of all paid shares. Each class of shares differs in its distribution plan and certain other class-specific expenses. The Fund invests all of its investable assets in interests in Government Obligations Portfolio (the Portfolio), a New York trust, having the same investment objective and policies as the Fund. The value of the Fund’s investment in the Portfolio reflects the Fund’s proportionate interest in the net assets of the Portfolio (91.8% at October 31, 2009). The performance of the Fund is directly affected by the performance of the Portfolio. The financial statements of the Portfolio, including the portfolio of investments, are included elsewhere in this report and should be read in conjunction with the Fund’s financial statements.

The following is a summary of significant accounting policies of the Fund. The policies are in conformity with accounting principles generally accepted in the United States of America. A source of authoritative accounting principles applied in the preparation of the Fund’s financial statements is the Financial Accounting Standards Board (FASB) Accounting Standards Codification (the Codification), which superseded existing non-Securities and Exchange Commission accounting and reporting standards for interim and annual reporting periods ending after September 15, 2009. The adoption of the Codification for the current reporting period did not impact the Fund’s application of generally accepted accounting principles.

AInvestment Valuation — Valuation of securities by the Portfolio is discussed in Note 1A of the Portfolio’s Notes to Financial Statements, which are included elsewhere in this report.

BIncome — The Fund’s net investment income or loss consists of the Fund’s pro-rata share of the net investment income or loss of the Portfolio and other income, less all actual and accrued expenses of the Fund.

CFederal Taxes — The Fund’s policy is to comply with the provisions of the Internal Revenue Code applicable to regulated investment companies and to distribute to shareholders each year substantially all of its net investment income, and all or substantially all of its net realized capital gains. Accordingly, no provision for federal income or excise tax is necessary. At October 31, 2009, the Fund, for federal income tax purposes, had a capital loss carryforward of $211,464,012 which will reduce its taxable income arising from future net realized gains on investment transactions, if any, to the extent permitted by the Internal Revenue Code, and thus will reduce the amount of distributions to shareholders, which would otherwise be necessary to relieve the Fund of any liability for federal income or excise tax. Such capital loss carryforward will expire on October 31, 2010 ($16,943,251), October 31, 2011 ($78,339,789), October 31, 2012 ($67,101,638), October 31, 2013 ($23,607,593), October 31, 2014 ($17,522,954), October 31, 2015 ($6,336,492) and October 31, 2016 ($1,612,295).

During the year ended October 31, 2009, a capital loss carryforward of $4,113,544 was utilized to offset net realized gains by the Fund.

As of October 31, 2009, the Fund had no uncertain tax positions that would require financial statement recognition, de-recognition, or disclosure. Each of the Fund’s federal tax returns filed in the 3-year period ended October 31, 2009 remains subject to examination by the Internal Revenue Service.

DExpenses — The majority of expenses of the Trust are directly identifiable to an individual fund. Expenses which are not readily identifiable to a specific fund are allocated taking into consideration, among other things, the nature and type of expense and the relative size of the funds.

EExpense Reduction — State Street Bank and Trust Company (SSBT) serves as custodian of the Fund. Pursuant to the custodian agreement, SSBT receives a fee reduced by credits, which are determined based on the average daily cash balance the Fund maintains with SSBT. All credit balances, if any, used to reduce the Fund’s custodian fees are reported as a reduction of expenses in the Statement of Operations.

FUse of Estimates — The preparation of the financial statements in conformity with accounting principles

12

Eaton Vance Government Obligations Fundas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

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.

GIndemnifications — Under the Trust’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 Fund, and shareholders are indemnified against personal liability for the obligations of the Trust. Additionally, in the normal course of business, the Fund enters into agreements with service providers that may contain indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred.

HOther — Investment transactions are accounted for on a trade date basis. Dividends to shareholders are recorded on the ex-dividend date.

2Distributions to Shareholders

The Fund declares dividends daily to shareholders of record at the time of declaration. Distributions are generally paid monthly. Distributions of realized capital gains (reduced by available capital loss carryforwards from prior years, if any) are made at least annually. Distributions are declared separately for each class of shares. Shareholders may reinvest income and capital gain distributions in additional shares of the same class of the Fund at the net asset value as of the reinvestment date or, at the election of the shareholder, receive distributions in cash. The Fund distinguishes between distributions on a tax basis and a financial reporting basis. Accounting principles generally accepted in the United States of America require that only distributions in excess of tax basis earnings and profits be reported in the financial statements as a return of capital. Permanent differences between book and tax accounting relating to distributions are reclassified to paid-in capital. For tax purposes, distributions from short-term capital gains are considered to be from ordinary income.

The tax character of distributions declared for the years ended October 31, 2009 and October 31, 2008 was as follows:

	Year Ended October 31,
	2009		2008
Distributions declared from:
Ordinary income	$	32,697,314	$	28,472,753
Tax return of capital		1,869,104		—

During the year ended October 31, 2009, accumulated net realized loss was increased by $6,617,846 and accumulated distributions in excess of net investment income was decreased by $6,617,846 due to differences between book and tax accounting, primarily for paydown gain (loss) and premium amortization. These reclassifications had no effect on the net assets or net asset value per share of the Fund.

As of October 31, 2009, the components of distributable earnings (accumulated losses) and unrealized appreciation (depreciation) on a tax basis were as follows:

Capital loss carryforward	$(211,464,012)
Net unrealized appreciation	$    29,816,431
Other temporary differences	$       (930,236)

The differences between components of distributable earnings (accumulated losses) on a tax basis and the amounts reflected in the Statement of Assets and Liabilities are primarily due to wash sales, partnership allocations, futures contracts, the timing of recognizing distributions to shareholders, premium amortization and mixed straddle amounts.

3Transactions with Affiliates

Eaton Vance Management (EVM) serves as the administrator to the Fund, but receives no compensation. The Portfolio has engaged Boston Management and Research (BMR), a subsidiary of EVM, to render investment advisory services. See Note 2 of the Portfolio’s Notes to Financial Statements which are included elsewhere in this report. EVM serves as the sub-transfer agent of the Fund and receives from the transfer agent an aggregate fee based upon the actual expenses incurred by EVM in the performance of these services. For the year ended October 31, 2009, EVM earned $37,757 in sub-transfer agent fees. The Fund was informed that Eaton Vance Distributors, Inc. (EVD), an affiliate of EVM and the Fund’s principal underwriter, received $124,827 as its portion of the sales charge on sales of Class A shares for the year ended October 31, 2009. EVD also received distribution and service fees from Class A, Class B, Class C and Class R shares (see Note 4) and contingent deferred sales charges (see Note 5).

Except for Trustees of the Fund and the Portfolio who are not members of EVM’s or BMR’s organizations, officers and Trustees receive remuneration for their services to the Fund out of the investment adviser fee. Certain officers and Trustees of the Fund and the Portfolio are officers of the above organizations.

4Distribution Plans

The Fund has in effect a distribution plan for Class A shares (Class A Plan) pursuant to Rule 12b-1 under the

13

Eaton Vance Government Obligations Fundas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

1940 Act. The Class A Plan provides that the Fund will pay EVD a distribution and service fee of 0.25% per annum of its average daily net assets attributable to Class A shares for distribution services and facilities provided to the Fund by EVD, as well as for personal services and/or the maintenance of shareholder accounts. Distribution and service fees paid or accrued to EVD for the year ended October 31, 2009 amounted to $1,073,100 for Class A shares. The Fund also has in effect distribution plans for Class B shares (Class B Plan), Class C shares (Class C Plan) and Class R shares (Class R Plan) pursuant to Rule 12b-1 under the 1940 Act. The Class B and Class C Plans require the Fund to pay EVD amounts equal to 0.75% per annum of its average daily net assets attributable to Class B and Class C shares for providing ongoing distribution services and facilities to the Fund. The Fund will automatically discontinue payments to EVD during any period in which there are no outstanding Uncovered Distribution Charges, which are equivalent to the sum of (i) 5% and 6.25% of the aggregate amount received by the Fund for Class B and Class C shares sold, respectively, plus (ii) interest calculated by applying the rate of 1% over the prevailing prime rate to the outstanding balance of Uncovered Distribution Charges of EVD of each respective class, reduced by the aggregate amount of contingent deferred sales charges (see Note 5) and amounts theretofore paid or payable to EVD by each respective class. For the year ended October 31, 2009, the Fund paid or accrued to EVD $1,054,966 and $1,656,073 for Class B and Class C shares, respectively, representing 0.75% of the average daily net assets of Class B and Class C shares. At October 31, 2009, the amounts of Uncovered Distribution Charges of EVD calculated under the Class B and Class C Plans were approximately $13,286,000 and $78,314,000, respectively. The Class R Plan requires the Fund to pay EVD an amount equal to 0.50% per annum of its average daily net assets attributable to Class R shares for providing ongoing distribution services and facilities to the Fund. The Trustees of the Trust have currently limited Class R distribution payments to 0.25% per annum of the average daily net assets attributable to Class R shares. For the year ended October 31, 2009, the Fund paid or accrued to EVD $6,342, representing 0.25% of the average daily net assets of Class R shares.

The Class B, Class C and Class R Plans also authorize the Fund to make payments of service fees to EVD, financial intermediaries and other persons in amounts not exceeding 0.25% per annum of its average daily net assets attributable to that class. Service fees paid or accrued are for personal services and/or the maintenance of shareholder accounts. They are separate and distinct from the sales commissions and distribution fees payable to EVD and, as such, are not subject to automatic discontinuance when there are no outstanding Uncovered Distribution Charges of EVD. Service fees paid or accrued for the year ended October 31, 2009 amounted to $351,656, $552,024 and $6,341 for Class B, Class C and Class R shares, respectively.

5Contingent Deferred Sales Charges

A contingent deferred sales charge (CDSC) generally is imposed on redemptions of Class B shares made within six years of purchase and on redemptions of Class C shares made within one year of purchase. Class A shares may be subject to a 1% CDSC if redeemed within 18 months of purchase (depending on the circumstances of purchase). Generally, the CDSC is based upon the lower of the net asset value at date of redemption or date of purchase. No charge is levied on shares acquired by reinvestment of dividends or capital gain distributions. The CDSC for Class B shares is imposed at declining rates that begin at 5% in the case of redemptions in the first and second year after purchase, declining one percentage point each subsequent year. Class C shares are subject to a 1% CDSC if redeemed within one year of purchase. No CDSC is levied on shares which have been sold to EVM or its affiliates or to their respective employees or clients and may be waived under certain other limited conditions. CDSCs received on Class B and Class C redemptions are paid to EVD to reduce the amount of Uncovered Distribution Charges calculated under the Fund’s Class B and Class C Plans. CDSCs received on Class B and Class C redemptions when no Uncovered Distribution Charges exist are credited to the Fund. For the year ended October 31, 2009, the Fund was informed that EVD received approximately $39,000, $199,000 and $76,000 of CDSCs paid by Class A, Class B and Class C shareholders, respectively.

6Investment Transactions

For the year ended October 31, 2009, increases and decreases in the Fund’s investment in the Portfolio aggregated $356,370,975 and $242,715,620, respectively.

7Shares of Beneficial Interest

The Fund’s Declaration of Trust permits the Trustees to issue an unlimited number of full and fractional shares of beneficial interest (without par value). Such shares may be issued in a number of different series (such as the Fund) and classes. Transactions in Fund shares were as follows:

14

Eaton Vance Government Obligations Fundas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

	Year Ended October 31,
Class A	2009			2008
Sales		35,310,715			29,072,836
Issued to shareholders electing to receive payments of distributions in Fund shares		1,909,187			1,422,163
Redemptions		(27,184,797	)		(15,178,819	)
Exchange from Class B shares		1,650,302			1,297,703
Net increase		11,685,407			16,613,883
	Year Ended October 31,
Class B	2009			2008
Sales		3,114,542			4,727,227
Issued to shareholders electing to receive payments of distributions in Fund shares		456,842			550,405
Redemptions		(5,858,706	)		(5,966,564	)
Exchange to Class A shares		(1,648,851	)		(1,296,262	)
Net decrease		(3,936,173	)		(1,985,194	)
	Year Ended October 31,
Class C	2009			2008
Sales		19,716,342			14,578,230
Issued to shareholders electing to receive payments of distributions in Fund shares		686,681			500,225
Redemptions		(9,984,512	)		(7,113,646	)
Net increase		10,418,511			7,964,809
	Period Ended
Class I	October 31, 2009(1)
Sales		2,057,379
Issued to shareholders electing to receive payments of distributions in Fund shares		17,339
Redemptions		(100,550	)
Net increase		1,974,168
	Year Ended October 31,
Class R	2009			2008
Sales		868,623			115,915
Issued to shareholders electing to receive payments of distributions in Fund shares		14,013			2,680
Redemptions		(324,906	)		(36,200	)
Net increase		557,730			82,395

(1) Class I commenced operations on April 3, 2009.

8Review for Subsequent Events

In connection with the preparation of the financial statements of the Fund as of and for the year ended October 31, 2009, events and transactions subsequent to October 31, 2009 through December 21, 2009, the date the financial statements were issued, have been evaluated by the Fund’s management for possible adjustment and/or disclosure. Management has not identified any subsequent events requiring financial statement disclosure as of the date these financial statements were issued.

15

Eaton Vance Government Obligations Fundas of October 31, 2009

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Trustees of Eaton Vance Mutual
Funds Trust and Shareholders of Eaton Vance
Government Obligations Fund:

We have audited the accompanying statement of assets and liabilities of Eaton Vance Government Obligations Fund (the “Fund”) (one of the funds constituting Eaton Vance Mutual Funds Trust) as of October 31, 2009, 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 financial highlights for each of the three years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. The financial highlights for the year ended October 31, 2006, and all prior periods presented, were audited by other auditors. Those auditors expressed an unqualified opinion on those financial highlights in their report dated December 27, 2006.

We conducted our audits in accordance with the 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 financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Eaton Vance Government Obligations Fund as of October 31, 2009, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the three years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 21, 2009

16

Eaton Vance Government Obligations Fundas of October 31, 2009

FEDERAL TAX INFORMATION (Unaudited)

The Form 1099-DIV you receive in January 2010 will show the tax status of all distributions paid to your account in calendar year 2009. Shareholders are advised to consult their own tax adviser with respect to the tax consequences of their investment in the Fund.

17

Government Obligations Portfolioas of October 31, 2009

PORTFOLIO OF INVESTMENTS

Mortgage Pass-Throughs — 88.3%
	Principal
	Amount
Security	(000’s omitted)			Value
Federal Home Loan Mortgage Corp.:
3.003%, with maturity at 2035(1)	$	15,081		$	15,575,532
3.183%, with maturity at 2034(1)		3,199			3,324,515
5.00%, with maturity at 2014		1,637			1,731,209
5.50%, with various maturities to 2032		10,231			10,897,125
6.00%, with various maturities to 2035		23,508			25,240,847
6.50%, with various maturities to 2030		32,836			35,722,900
6.87%, with maturity at 2024		289			320,147
7.00%, with various maturities to 2035		33,072			36,146,712
7.09%, with maturity at 2023		1,115			1,243,973
7.25%, with maturity at 2022		1,730			1,937,643
7.31%, with maturity at 2027		485			547,649
7.50%, with various maturities to 2035		29,732			33,415,448
7.63%, with maturity at 2019		587			644,533
7.75%, with maturity at 2018		41			45,425
7.78%, with maturity at 2022		200			226,474
7.85%, with maturity at 2020		504			567,546
8.00%, with various maturities to 2028		16,253			18,363,033
8.13%, with maturity at 2019		1,049			1,185,036
8.15%, with various maturities to 2021		351			402,842
8.25%, with maturity at 2017		132			149,254
8.50%, with various maturities to 2031		9,272			10,673,956
8.75%, with maturity at 2016		16			17,291
9.00%, with various maturities to 2027		10,879			12,448,001
9.25%, with various maturities to 2017		126			137,498
9.50%, with various maturities to 2026		3,184			3,721,728
9.75%, with maturity at 2018		4			3,948
10.50%, with maturity at 2020		975			1,131,904
11.00%, with maturity at 2015		32			36,547
13.50%, with maturity at 2010		2			1,656
15.00%, with maturity at 2011		0	(2)		295
				$	215,860,667
Federal National Mortgage Association:
2.662%, with maturity at 2026(1)	$	1,552		$	1,591,924
2.666%, with maturity at 2022(1)		2,565			2,622,145
2.723%, with various maturities to 2035(1)		38,531			39,529,161
2.736%, with maturity at 2022(1)		2,781			2,839,514
2.763%, with maturity at 2031(1)		4,705			4,809,693
2.787%, with maturity at 2035(1)		2,424			2,487,271
2.849%, with various maturities to 2033(1)		5,333			5,471,053
3.027%, with maturity at 2037(1)		7,756			8,025,514
3.178%, with maturity at 2036(1)		2,629			2,693,570
3.622%, with maturity at 2036(1)		3,256			3,332,323
3.691%, with maturity at 2034(1)		9,808			10,206,885
3.828%, with maturity at 2035(1)		12,362			12,863,914
3.925%, with maturity at 2021(1)		2,606			2,684,389
3.929%, with maturity at 2036(1)		965			994,487
3.933%, with maturity at 2034(1)		9,447			9,830,811
4.00%, with maturity at 2014		673			691,547
4.418%, with maturity at 2036(1)		39,468			41,070,908
4.492%, with maturity at 2040(1)		2,627			2,738,639
4.50%, with various maturities to 2018		60,319			63,330,776
4.557%, with maturity at 2035(1)		13,372			13,915,140
4.897%, with maturity at 2034(1)		37,621			39,149,603
5.00%, with various maturities to 2027		5,584			5,837,637
5.50%, with various maturities to 2030		29,602			31,708,661
6.00%, with various maturities to 2032		24,320			26,030,323
6.50%, with various maturities to 2033		69,761			76,066,710
6.518%, with maturity at 2025(3)		448			492,233
7.00%, with various maturities to 2033		52,122			57,324,235
7.25%, with maturity at 2023		45			49,279
7.50%, with various maturities to 2029		12,549			14,027,162
7.858%, with maturity at 2030(3)		47			53,791
7.875%, with maturity at 2021		1,056			1,202,331
8.00%, with various maturities to 2032		18,684			21,348,246
8.25%, with maturity at 2025		442			505,913
8.33%, with maturity at 2020		1,044			1,198,933
8.50%, with various maturities to 2032		12,277			14,188,405
8.536%, with maturity at 2021(3)		131			151,662
8.75%, with maturity at 2016		1			737
9.00%, with maturity at 2010(3)		6			6,112
9.00%, with various maturities to 2030		1,627			1,881,991
9.125%, with maturity at 2011		2			2,191
9.25%, with maturity at 2016		1			893
9.50%, with various maturities to 2030		3,111			3,634,654
9.585%, with maturity at 2025(3)		56			63,332
9.75%, with maturity at 2019		33			39,850
9.963%, with maturity at 2021(3)		88			104,722
10.00%, with maturity at 2012		13			13,609
10.017%, with maturity at 2023(3)		114			132,061
10.092%, with maturity at 2020(3)		107			121,406
10.10%, with maturity at 2021(3)		67			77,364
10.109%, with maturity at 2021(3)		145			165,824
10.575%, with maturity at 2025(3)		65			73,492
11.00%, with maturity at 2010		0	(2)		296
11.374%, with maturity at 2019(3)		125			140,590
11.50%, with maturity at 2012		11			11,939
11.554%, with maturity at 2025(3)		35			40,179
11.697%, with maturity at 2018(3)		146			164,456
12.43%, with maturity at 2021(3)		55			60,913

See notes to financial statements

18

Government Obligations Portfolioas of October 31, 2009

PORTFOLIO OF INVESTMENTS CONT’D

	Principal
	Amount
Security	(000’s omitted)		Value
Federal National Mortgage Association: (continued)
12.687%, with maturity at 2015(3)	$	132	$	151,636
13.00%, with maturity at 2010		2		1,611
			$	527,954,646
Government National Mortgage Association:
4.125%, with various maturities to 2027(1)	$	824	$	851,487
6.50%, with maturity at 2024		78		84,414
7.00%, with various maturities to 2034		47,458		52,832,269
7.25%, with maturity at 2022		38		42,431
7.50%, with various maturities to 2025		8,192		9,186,896
8.00%, with various maturities to 2027		15,288		17,388,988
8.25%, with maturity at 2019		194		220,689
8.30%, with maturity at 2020		52		59,971
8.50%, with various maturities to 2018		2,591		2,928,302
9.00%, with various maturities to 2027		8,875		10,573,137
9.50%, with various maturities to 2026		5,897		7,057,326
			$	101,225,910
Total Mortgage Pass-Throughs
(identified cost $811,271,616)			$	845,041,223
Collateralized Mortgage Obligations — 7.2%
	Principal
	Amount
Security	(000’s omitted)		Value
Federal Home Loan Mortgage Corp.:
Series 30, Class I, 7.50%, 4/25/24	$	343	$	366,515
Series 1822, Class Z, 6.90%, 3/15/26		2,127		2,255,282
Series 1829, Class ZB, 6.50%, 3/15/26		1,001		1,084,262
Series 1896, Class Z, 6.00%, 9/15/26		1,118		1,168,365
Series 2075, Class PH, 6.50%, 8/15/28		552		596,861
Series 2091, Class ZC, 6.00%, 11/15/28		2,435		2,630,387
Series 2102, Class Z, 6.00%, 12/15/28		630		680,247
Series 2115, Class K, 6.00%, 1/15/29		3,297		3,485,164
Series 2142, Class Z, 6.50%, 4/15/29		1,206		1,309,322
Series 2245, Class A, 8.00%, 8/15/27		12,777		14,239,984
			$	27,816,389
Federal National Mortgage Association:
Series G-8, Class E, 9.00%, 4/25/21	$	461	$	530,635
Series G92-44, Class ZQ, 8.00%, 7/25/22		536		595,033
Series G93-36, Class ZQ, 6.50%, 12/25/23		17,539		19,009,078
Series 1993-16, Class Z, 7.50%, 2/25/23		648		727,462
Series 1993-39, Class Z, 7.50%, 4/25/23		1,565		1,754,773
Series 1993-149, Class M, 7.00%, 8/25/23		799		890,965
Series 1993-178, Class PK, 6.50%, 9/25/23		1,589		1,741,547
Series 1993-250, Class Z, 7.00%, 12/25/23		429		466,166
Series 1994-42, Class K, 6.50%, 4/25/24		7,189		7,906,436
Series 1994-82, Class Z, 8.00%, 5/25/24		2,609		2,970,085
Series 1997-81, Class PD, 6.35%, 12/18/27		995		1,091,131
Series 2000-49, Class A, 8.00%, 3/18/27		1,356		1,559,473
Series 2002-1, Class G, 7.00%, 7/25/23		1,027		1,144,212
			$	40,386,996
Government National Mortgage Association:
Series 1998-19, Class ZB, 6.50%, 7/20/28	$	842	$	924,149
Total Collateralized Mortgage Obligations
(identified cost $65,622,060)			$	69,127,534
U.S. Government Agency Obligations — 5.3%
	Principal
	Amount
Security	(000’s omitted)		Value
United States Agency for International Development- Israel, 0.00% with various maturities to 2020	$	31,782	$	22,783,796
United States Agency for International Development- Israel, 5.50%, 9/18/23		25,000		27,894,850
Total U.S. Government Agency Obligations
(identified cost $50,212,120)			$	50,678,646
U.S. Treasury Obligations — 0.8%
	Principal
	Amount
Security	(000’s omitted)		Value
U.S. Treasury Bond, 7.125%, 2/15/23(4)	$	6,000	$	7,984,692
Total U.S. Treasury Obligations
(identified cost $6,224,355)			$	7,984,692
Total Investments — 101.6%
(identified cost $933,330,151)			$	972,832,095
Other Assets, Less Liabilities — (1.6)%			$	(15,550,712	)
Net Assets — 100.0%			$	957,281,383

See notes to financial statements

19

Government Obligations Portfolioas of October 31, 2009

PORTFOLIO OF INVESTMENTS CONT’D

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

(1)	Adjustable rate mortgage.
(2)	Principal amount is less than $1,000.
(3)	Weighted average fixed-rate coupon that changes/updates monthly.
(4)	Security (or a portion thereof) has been pledged to cover margin requirements on open financial futures contracts.

See notes to financial statements

20

Government Obligations Portfolioas of October 31, 2009

FINANCIAL STATEMENTS

Statement of Assets and Liabilities

As of October 31, 2009
Assets
Investments, at value (identified cost, $933,330,151)	$	972,832,095
Interest receivable		4,530,242
Receivable for investments sold		392,543
Total assets	$	977,754,880
Liabilities
Demand note payable	$	2,600,000
Payable for investments purchased		16,936,110
Payable for variation margin on open financial futures contracts		117,519
Due to custodian		85,203
Payable to affiliates:
Investment adviser fee		563,913
Trustees’ fees		3,203
Accrued expenses		167,549
Total liabilities	$	20,473,497
Net Assets applicable to investors’ interest in Portfolio	$	957,281,383
Sources of Net Assets
Net proceeds from capital contributions and withdrawals	$	917,864,719
Net unrealized appreciation		39,416,664
Total	$	957,281,383

Statement of Operations

For the Year Ended
October 31, 2009
Investment Income
Interest	$	43,085,630
Interest allocated from affiliated investment		134,320
Expenses allocated from affiliated investment		(96,823	)
Total investment income	$	43,123,127
Expenses
Investment adviser fee	$	6,485,293
Trustees’ fees and expenses		40,395
Custodian fee		288,231
Legal and accounting services		74,450
Miscellaneous		36,763
Total expenses	$	6,925,132
Deduct —
Reduction of custodian fee	$	11
Total expense reductions	$	11
Net expenses	$	6,925,121
Net investment income	$	36,198,006
Realized and Unrealized Gain (Loss)
Net realized gain (loss) —
Investment transactions	$	3,404,197
Financial futures contracts		8,714,930
Net realized gain	$	12,119,127
Change in unrealized appreciation (depreciation) —
Investments	$	44,951,129
Financial futures contracts		2,244,215
Net change in unrealized appreciation (depreciation)	$	47,195,344
Net realized and unrealized gain	$	59,314,471
Net increase in net assets from operations	$	95,512,477

See notes to financial statements

21

Government Obligations Portfolioas of October 31, 2009

FINANCIAL STATEMENTS CONT’D

Statements of Changes in Net Assets

Increase (Decrease)	Year Ended			Year Ended
in Net Assets	October 31, 2009			October 31, 2008
From operations —
Net investment income	$	36,198,006		$	34,218,814
Net realized gain from investment transactions and financial futures contracts		12,119,127			8,945,747
Net change in unrealized appreciation (depreciation) from investments and financial futures contracts		47,195,344			(10,368,684	)
Net increase in net assets from operations	$	95,512,477		$	32,795,877
Capital transactions —
Contributions	$	397,742,451		$	388,827,835
Withdrawals		(346,600,808	)		(298,743,400	)
Net increase in net assets from capital transactions	$	51,141,643		$	90,084,435
Net increase in net assets	$	146,654,120		$	122,880,312
Net Assets
At beginning of year	$	810,627,263		$	687,746,951
At end of year	$	957,281,383		$	810,627,263

See notes to financial statements

22

Government Obligations Portfolioas of October 31, 2009

FINANCIAL STATEMENTS CONT’D

Supplementary Data

	Year Ended October 31,
	2009			2008			2007			2006			2005
Ratios/Supplemental Data
Ratios (as a percentage of average daily net assets):
Expenses(1)		0.77	%		0.80	%		0.80	%		0.79	%		0.77	%
Net investment income		3.97	%		4.48	%		4.60	%		4.09	%		3.21	%
Portfolio Turnover		28	%		19	%		23	%		2	%		30	%
Total Return		11.54	%		4.85	%		5.49	%		4.71	%		2.46	%
Net assets, end of year (000’s omitted)	$	957,281		$	810,627		$	687,747		$	727,804		$	866,273

(1) Excludes the effect of custody fee credits, if any, of less than 0.005%.

See notes to financial statements

23

Government Obligations Portfolioas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS

1Significant Accounting Policies

Government Obligations Portfolio (the Portfolio) is a New York trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as a diversified, open-end management investment company. The Portfolio’s investment objective is to provide a high current return. The Portfolio invests primarily in mortgage-backed securities (MBS) issued, backed or otherwise guaranteed by the U.S. Government or its agencies or instrumentalities. The Declaration of Trust permits the Trustees to issue interests in the Portfolio. At October 31, 2009, the Eaton Vance Government Obligations Fund, Eaton Vance Diversified Income Fund and Eaton Vance Low Duration Fund held an interest of 91.8%, 2.5% and 3.3%, 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 source of authoritative accounting principles applied in the preparation of the Portfolio’s financial statements is the Financial Accounting Standards Board (FASB) Accounting Standards Codification (the Codification), which superseded existing non-Securities and Exchange Commission accounting and reporting standards for interim and annual reporting periods ending after September 15, 2009. The adoption of the Codification for the current reporting period did not impact the Portfolio’s application of generally accepted accounting principles.

AInvestment Valuation — Debt obligations, (including short-term obligations with a remaining maturity of more than sixty days and excluding most seasoned mortgage-backed securities), will normally be valued on the basis of quotations provided by third party pricing services. The pricing services will use various techniques that consider factors including, but not limited to, reported trades or dealer quotations, prices or yields of securities with similar characteristics, benchmark yields, broker/dealer quotes, issuer spreads, as well as industry and economic events. Most seasoned, fixed rate 30-year mortgage-backed securities are valued through the use of the investment adviser’s matrix pricing system, which takes into account bond prices, yield differentials, anticipated prepayments and interest rates provided by dealers. Short-term debt securities with a remaining maturity of sixty days or less are generally valued at amortized cost, which approximates market value. Financial futures contracts are valued at the settlement price established by the board of trade or exchange on which they are traded. 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.

The Portfolio may invest in Cash Management Portfolio (Cash Management), an affiliated investment company managed by Boston Management and Research (BMR), a subsidiary of Eaton Vance Management (EVM). Cash Management generally values its investment securities utilizing the amortized cost valuation technique permitted by Rule 2a-7 of the 1940 Act, pursuant to which Cash Management must comply with certain conditions. This technique involves initially valuing a portfolio security at its cost and thereafter assuming a constant amortization to maturity of any discount or premium. If amortized cost is determined not to approximate fair value, Cash Management may value its investment securities in the same manner as debt obligations described above.

BInvestment 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.

CIncome — Interest income is recorded on the basis of interest accrued, adjusted for amortization of premium or accretion of discount.

DFederal 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

24

Government Obligations Portfolioas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

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 October 31, 2009, the Portfolio had no uncertain tax positions that would require financial statement recognition, de-recognition, or disclosure. Each of the Portfolio’s federal tax returns filed in the 3-year period ended October 31, 2009 remains subject to examination by the Internal Revenue Service.

EExpense 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.

FUse 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.

GIndemnifications — 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.

HFinancial Futures Contracts — The Portfolio may enter into financial futures contracts. The Portfolio’s investment in financial futures contracts is designed for hedging against changes in interest rates or as a substitute for the purchase of securities. Upon entering into a financial futures contract, the Portfolio is required to deposit with the broker, either in cash or securities, an amount equal to a certain percentage of the purchase price (initial margin). Subsequent payments, known as variation margin, are made or received by the Portfolio each business day, depending on the daily fluctuations in the value of the underlying security, and are recorded as unrealized gains or losses by the Portfolio. Gains (losses) are realized upon the expiration or closing of the financial futures contracts. Should market conditions change unexpectedly, the Portfolio may not achieve the anticipated benefits of the financial futures contracts and may realize a loss. In entering such contracts, the Portfolio bears the risk if the counterparties do not perform under the contracts’ terms. Futures contracts have minimal counterparty risk as they are exchange traded and the clearinghouse for the exchange is substituted as the counterparty, guaranteeing counterparty performance.

2Investment Adviser Fee and Other Transactions with Affiliates

The investment adviser fee is earned by BMR as compensation for investment advisory services rendered to the Portfolio. Pursuant to the investment advisory agreement and subsequent fee reduction agreement between the Portfolio and BMR, the fee is computed at an annual rate of 0.75% of the Portfolio’s average daily net assets up to $500 million, 0.6875% from $500 million up to $1 billion, 0.6250% from $1 billion up to $1.5 billion, 0.5625% from $1.5 billion up to $2 billion, 0.5000% from $2 billion up to $2.5 billion and 0.4375% annually of average daily net assets of $2.5 billion or more, and is payable monthly. The fee reduction cannot be terminated without the consent of the Trustees and shareholders. The portion of the adviser fee payable by Cash Management on the Portfolio’s investment of cash therein is credited against the Portfolio’s investment adviser fee. For the year ended October 31, 2009, the Portfolio’s investment adviser fee totaled $6,576,959 of which $91,666 was allocated from Cash Management and $6,485,293 was paid or accrued directly by the Portfolio. For the year ended October 31, 2009, the Portfolio’s investment adviser fee, including the portion allocated from Cash Management, was 0.72% of the Portfolio’s average daily net assets.

Except for Trustees of the Portfolio who are not members of EVM’s or BMR’s organizations, officers and Trustees receive remuneration for their services to the Portfolio out of the investment adviser fee. Trustees of the Portfolio who are not affiliated with the investment adviser may elect to defer receipt of all or a percentage of their annual fees in accordance with the terms of the Trustees Deferred Compensation Plan. For the year ended October 31, 2009, no significant amounts have been deferred. Certain officers and Trustees of the Portfolio are officers of the above organizations.

25

Government Obligations Portfolioas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

3Purchases and Sales of Investments

Purchases and sales of U.S. Government and agency obligations, other than short-term obligations and including maturities and paydowns, aggregated $307,039,599 and $255,591,773, respectively, for the year ended October 31, 2009.

4Federal Income Tax Basis of Investments

The cost and unrealized appreciation (depreciation) of investments of the Portfolio at October 31, 2009, as determined on a federal income tax basis, were as follows:

Aggregate cost	$	942,450,015
Gross unrealized appreciation	$	30,483,928
Gross unrealized depreciation		(101,848	)
Net unrealized appreciation	$	30,382,080

5Financial Instruments

The Portfolio may trade in financial instruments with off-balance sheet risk in the normal course of its investing activities. These financial instruments may include 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 a 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.

A summary of obligations under these financial instruments at October 31, 2009 is as follows:

Futures Contracts
									Net
Expiration			Aggregate						Unrealized
Date	Contracts	Position	Cost			Value			Depreciation
12/09	80 30 Year U.S. Treasury Bond	Short	$	(9,527,220	)	$	(9,612,500	)	$	(85,280	)

At October 31, 2009, the Portfolio had sufficient cash and/or securities to cover commitments under these contracts.

The Portfolio adopted FASB Statement of Financial Accounting Standards No. 161 (FAS 161), “Disclosures about Derivative Instruments and Hedging Activities”, (currently FASB Accounting Standards Codification (ASC) 815-10), effective May 1, 2009. Such standard requires enhanced disclosures about an entity’s derivative and hedging activities, including qualitative disclosures about the objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of and gains and losses on derivative instruments, and disclosures about credit-risk related contingent features in derivative instruments. The disclosure below includes additional information as a result of implementing FAS 161.

The Portfolio is subject to interest rate risk in the normal course of pursuing its investment objectives. Because the Portfolio holds fixed rate bonds, the value of these bonds may decrease if interest rates rise. The Portfolio may purchase and sell U.S. Treasury futures contracts to hedge against changes in interest rates.

The fair value of derivative instruments (not considered to be hedging instruments for accounting disclosure purposes) and whose primary underlying risk exposure is interest rate risk at October 31, 2009 was as follows:

	Fair Value
Derivative	Asset Derivative		Liability Derivative
Futures contracts	$	—	$	(85,280	)(1)

(1) Amount represents cumulative unrealized depreciation on futures contracts in the Futures Contracts table above. Only the current day’s variation margin on open futures contracts is reported within the Statement of Assets and Liabilities as Receivable or Payable for variation margin, as applicable.

The effect of derivative instruments (not considered to be hedging instruments for accounting disclosure purposes) on the Statement of Operations and whose primary underlying risk exposure is interest rate risk for the six months ended October 31, 2009 was as follows:

				Change in
				Unrealized
	Realized Gain			Appreciation
	(Loss) on			(Depreciation) on
	Derivatives			Derivatives
	Recognized in			Recognized in
Derivative	Income(1)			Income(2)
Futures contracts	$	(139,808	)	$	16,954

(1)	Statement of Operations location: Net realized gain (loss) – Financial futures contracts.
(2)	Statement of Operations location: Change in unrealized appreciation (depreciation) – Financial futures contracts.

The average notional amount of futures contracts outstanding during the six months ended October 31, 2009, which is indicative of the volume of this derivative type, was approximately $81,857,000.

26

Government Obligations Portfolioas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

6Line 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. At October 31, 2009, the Portfolio had a balance outstanding pursuant to this line of credit of $2,600,000 at an interest rate of 1.36%. The Portfolio did not have any significant borrowings or allocated fees during the year ended October 31, 2009.

7Fair Value Measurements

The Portfolio adopted FASB Statement of Financial Accounting Standards No. 157 (FAS 157), “Fair Value Measurements”, (currently FASB ASC 820-10), effective November 1, 2008. Such standard established a three-tier hierarchy to prioritize the assumptions, referred to as inputs, used in valuation techniques to measure fair value. The three-tier hierarchy of inputs is summarized in the three broad levels listed below.

•  Level 1 – quoted prices in active markets for identical investments

•  Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

•  Level 3 – significant unobservable inputs (including a fund’s own assumptions in determining the fair value of investments)

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

At October 31, 2009, the inputs used in valuing the Portfolio’s investments, which are carried at value, were as follows:

	Quoted
	Prices in
	Active		Significant
	Markets for		Other		Significant
	Identical		Observable		Unobservable
	Assets		Inputs		Inputs
Asset Description	(Level 1)		(Level 2)		(Level 3)		Total
Mortgage Pass-Throughs	$	—	$	845,041,223	$	—	$	845,041,223
Collateralized Mortgage Obligations		—		69,127,534		—		69,127,534
U.S. Government Agency Obligations		—		50,678,646		—		50,678,646
U.S. Treasury Obligations				7,984,692		—		7,984,692
Total Investments	$	—	$	972,832,095	$	—	$	972,832,095

Liability Description
Futures Contracts	$	(85,280	)	$	—	$	—	$	(85,280	)
Total	$	(85,280	)	$	—	$	—	$	(85,280	)

The Portfolio held no investments or other financial instruments as of October 31, 2008 whose fair value was determined using Level 3 inputs.

8Review for Subsequent Events

In connection with the preparation of the financial statements of the Portfolio as of and for the year ended October 31, 2009, events and transactions subsequent to October 31, 2009 through December 21, 2009, the date the financial statements were issued, have been evaluated by the Portfolio’s management for possible adjustment and/or disclosure. Management has not identified any subsequent events requiring financial statement disclosure as of the date these financial statements were issued.

27

Government Obligations Portfolioas of October 31, 2009

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Trustees and Investors of
Government Obligations Portfolio:

We have audited the accompanying statement of assets and liabilities of Government Obligations Portfolio (the “Portfolio”), including the portfolio of investments, as of October 31, 2009, 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 three years in the period then ended. These financial statements and supplementary data are the responsibility of the Portfolio’s management. Our responsibility is to express an opinion on these financial statements and supplementary data based on our audits. The supplementary data for the year ended October 31, 2006, and all prior periods presented, were audited by other auditors. Those auditors expressed an unqualified opinion on that supplementary data in their report dated December 27, 2006.

We conducted our audits in accordance with the 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. The Portfolio is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Portfolio’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of October 31, 2009, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and supplementary data referred to above present fairly, in all material respects, the financial position of Government Obligations Portfolio as of October 31, 2009, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the supplementary data for each of the three years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 21, 2009

28

Eaton Vance Government Obligations 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 27, 2009, the Board, including a majority of the Independent Trustees, voted to approve continuation of existing advisory and sub-advisory agreements for the Eaton Vance Funds for an additional one-year period. In voting its approval, the Board relied upon the affirmative recommendation of the Contract Review Committee of the Board (formerly the Special Committee), which is a committee comprised exclusively of Independent Trustees. Prior to making its recommendation, the Contract Review Committee reviewed information furnished for a series of meetings of the Contract Review Committee held in February, March and April 2009. Such information included, among other things, the following:

Information about Fees, Performance and Expenses

•  An independent report comparing the advisory and related fees paid by each fund with fees paid by comparable funds;

•  An independent report comparing each fund’s total expense ratio and its components to comparable funds;

•  An independent report comparing the investment performance of each fund to the investment performance of comparable funds over various time periods;

•  Data regarding investment performance in comparison to relevant peer groups of funds and appropriate indices;

•  Comparative information concerning fees charged by each adviser for managing other mutual funds and institutional accounts using investment strategies and techniques similar to those used in managing the fund;

•  Profitability analyses for each adviser with respect to each fund;

Information about Portfolio Management

•  Descriptions of the investment management services provided to each fund, including the investment strategies and processes employed, and any changes in portfolio management processes and personnel;

•  Information concerning the allocation of brokerage and the benefits received by each adviser as a result of brokerage allocation, including information concerning the acquisition of research through “soft dollar” benefits received in connection with the funds’ brokerage, and the implementation of a soft dollar reimbursement program established with respect to the funds;

•  Data relating to portfolio turnover rates of each fund;

•  The procedures and processes used to determine the fair value of fund assets and actions taken to monitor and test the effectiveness of such procedures and processes;

Information about each Adviser

•  Reports detailing the financial results and condition of each adviser;

•  Descriptions of the qualifications, education and experience of the individual investment professionals whose responsibilities include portfolio management and investment research for the funds, and information relating to their compensation and responsibilities with respect to managing other mutual funds and investment accounts;

•  Copies of the Codes of Ethics of each adviser and its affiliates, together with information relating to compliance with and the administration of such codes;

•  Copies of or descriptions of each adviser’s proxy voting policies and procedures;

•  Information concerning the resources devoted to compliance efforts undertaken by each adviser and its affiliates on behalf of the funds (including descriptions of various compliance programs) and their record of compliance with investment policies and restrictions, including policies with respect to market-timing, late trading and selective portfolio disclosure, and with policies on personal securities transactions;

•  Descriptions of the business continuity and disaster recovery plans of each adviser and its affiliates;

Other Relevant Information

•  Information concerning the nature, cost and character of the administrative and other non-investment management services provided by Eaton Vance Management and its affiliates;

•  Information concerning management of the relationship with the custodian, subcustodians and fund accountants by each adviser or the funds’ administrator; and

•  The terms of each advisory agreement.

29

Eaton Vance Government Obligations 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, 2009, the Board met eighteen times and the Contract Review Committee, the Audit Committee, the Governance Committee, the Portfolio Management Committee and the Compliance Reports and Regulatory Matters Committee, each of which is a Committee comprised solely of Independent Trustees, met seven, five, six, six and six times, respectively. At such meetings, the Trustees received, among other things, presentations by the portfolio managers and other investment professionals of each adviser relating to the investment performance of each fund and the investment strategies used in pursuing the fund’s investment objective.

For funds that invest through one or more underlying portfolios, the Board considered similar information about the portfolio(s) when considering the approval of advisory agreements. In addition, in cases where the fund’s investment adviser has engaged a sub-adviser, the Board considered similar information about the sub-adviser when considering the approval of any sub-advisory agreement.

The Contract Review Committee was assisted throughout the contract review process by Goodwin Procter LLP, legal counsel for the Independent Trustees. The members of the Contract Review Committee relied upon the advice of such counsel and their own business judgment in determining the material factors to be considered in evaluating each advisory and sub-advisory agreement and the weight to be given to each such factor. The conclusions reached with respect to each advisory and sub-advisory agreement were based on a comprehensive evaluation of all the information provided and not any single factor. Moreover, each member of the Contract Review Committee may have placed varying emphasis on particular factors in reaching conclusions with respect to each advisory and sub-advisory agreement.

Results of the Process

Based on its consideration of the foregoing, and such other information as it deemed relevant, including the factors and conclusions described below, the Contract Review Committee concluded that the continuance of the investment advisory agreement of Government Obligations Portfolio (the “Portfolio”), the portfolio in which Eaton Vance Government Obligations Fund (the “Fund”) invests, with Boston Management and Research (the “Adviser”), including the fee structure, is in the interests of shareholders and, therefore, the Contract Review Committee recommended to the Board approval of the agreement. The Board accepted the recommendation of the Contract Review Committee as well as the factors considered and conclusions reached by the Contract Review Committee with respect to the agreement. Accordingly, the Board, including a majority of the Independent Trustees, voted to approve continuation of the investment advisory agreement for the Portfolio.

Nature, Extent and Quality of Services

In considering whether to approve the investment advisory agreement of the Portfolio, the Board evaluated the nature, extent and quality of services provided to the Portfolio by the Adviser.

The Board considered the Adviser’s management capabilities and investment process with respect to the types of investments held by the Portfolio, including the education, experience and number of its investment professionals and other personnel who provide portfolio management, investment research, and similar services to the Portfolio. The Board specifically noted the Adviser’s experience in investing in mortgage-backed securities, including seasoned mortgage-backed securities. The Board also took into account the resources dedicated to portfolio management and other services, including the compensation paid to recruit and retain investment personnel, and the time and attention devoted to the Portfolio by senior management.

The Board also reviewed the compliance programs of the Adviser and relevant affiliates thereof. Among other matters, the Board considered compliance and reporting matters relating to personal trading by investment personnel, selective disclosure of portfolio holdings, late trading, frequent trading, portfolio valuation, business continuity and the allocation of investment opportunities. The Board also evaluated the responses of the Adviser and its affiliates to requests from regulatory authorities such as the Securities and Exchange Commission and the Financial Industry Regulatory Authority.

The Board considered shareholder and other administrative services provided or managed by Eaton Vance Management and its affiliates, including transfer agency and accounting services. The Board evaluated the benefits to shareholders of investing in a fund that is a part of a large family of funds, including the ability, in many cases, to exchange an investment among different funds without incurring additional sales charges.

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

30

Eaton Vance Government Obligations Fund

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

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

After consideration of the foregoing factors, among others, the Board concluded that the nature, extent and quality of services provided by the Adviser, taken as a whole, are appropriate and consistent with the terms of the investment advisory agreement.

Fund Performance

The Board compared the Fund’s investment performance to a relevant universe of similarly managed funds identified by an independent data provider and appropriate benchmark indices. The Board reviewed comparative performance data for the one-, three-, five- and ten-year periods ended September 30, 2008 for the Fund. The Board concluded that the Fund’s performance 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 as “management fees”). As part of its review, the Board considered the management fees and the Fund’s total expense ratio for the year ended September 30, 2008, as compared to a group of similarly managed funds selected by an independent data provider.

After reviewing the foregoing information, and in light of the nature, extent and quality of the services provided by the Adviser, the Board concluded that the management fees charged for advisory and related services and the Fund’s total expense ratio are reasonable.

Profitability

The Board reviewed the level of profits realized by the Adviser and relevant affiliates thereof in providing investment advisory and administrative services to the Fund, 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.

The Board concluded that, in light of the foregoing factors and the nature, extent and quality of the services rendered, the profits realized by the Adviser and its affiliates are reasonable.

Economies of Scale

In reviewing management fees and profitability, the Board also considered the extent to which the Adviser and its affiliates, on the one hand, and the Fund, on the other hand, can expect to realize benefits from economies of scale as the assets of the 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.

31

Eaton Vance Government Obligations Fund

MANAGEMENT AND ORGANIZATION

Fund Management. The Trustees of Eaton Vance Mutual Funds Trust (the Trust) and Government Obligations 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 Two International Place, Boston, Massachusetts 02110. 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, “Parametric” refers to Parametric Portfolio Associates LLC and “EVD” refers to Eaton Vance Distributors, Inc. EVC and EV are the corporate parent and trustee, respectively, of EVM and BMR. EVD is the Fund’s principal underwriter, the Portfolio’s placement agent and a wholly-owned subsidiary of EVC. Each officer affiliated with Eaton Vance may hold a position with other Eaton Vance affiliates that is comparable to his or her position with EVM listed below.

	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
Thomas E. Faust Jr. 5/31/58	Trustee and President of the Trust	Trustee since 2007 and President of the Trust since 2002	Chairman, Chief Executive Officer and President of EVC, Director and President of EV, Chief Executive Officer and President of EVM and BMR, and Director of EVD. Trustee and/or officer of 176 registered investment companies and 4 private investment companies managed by EVM or BMR. Mr. Faust is an interested person because of his positions with EVM, BMR, EVD, EVC and EV, which are affiliates of the Trust and Portfolio.		176	Director of EVC
Noninterested Trustees
Benjamin C. Esty 1/2/63	Trustee	Since 2005	Roy and Elizabeth Simmons Professor of Business Administration and Finance Unit Head, Harvard University Graduate School of Business Administration.		176	None
Allen R. Freedman 4/3/40	Trustee	Since 2007	Former Chairman (2002-2004) and a Director (1983-2004) of Systems & Computer Technology Corp. (provider of software to higher education). Formerly, a Director of Loring Ward International (fund distributor) (2005-2007). Formerly, Chairman and a Director of Indus International, Inc. (provider of enterprise management software to the power generating industry) (2005-2007).		176	Director of Assurant, Inc. (insurance provider) and Stonemor Partners, L.P. (owner and operator of cemeteries)
William H. Park 9/19/47	Trustee	Since 2003	Vice Chairman, Commercial Industrial Finance Corp. (specialty finance company) (since 2006). Formerly, President and Chief Executive Officer, Prizm Capital Management, LLC (investment management firm) (2002-2005).		176	None
Ronald A. Pearlman 7/10/40	Trustee	Since 2003	Professor of Law, Georgetown University Law Center.		176	None
Helen Frame Peters 3/22/48	Trustee	Since 2008	Professor of Finance, Carroll School of Management, Boston College. Adjunct Professor of Finance, Peking University, Beijing, China (since 2005).		176	Director of BJ’s Wholesale Club, Inc. (wholesale club retailer)
Heidi L. Steiger 7/8/53	Trustee	Since 2007	Managing Partner, Topridge Associates LLC (global wealth management firm) (since 2008); Senior Advisor (since 2008), President (2005-2008), Lowenhaupt Global Advisors, LLC (global wealth management firm). Formerly, President and Contributing Editor, Worth Magazine (2004-2005). Formerly, Executive Vice President and Global Head of Private Asset Management (and various other positions), Neuberger Berman (investment firm) (1986-2004).		176	Director of Nuclear Electric Insurance Ltd. (nuclear insurance provider), Aviva USA (insurance provider) and CIFG (family of financial guaranty companies) and Advisory Director of Berkshire Capital Securities LLC (private investment banking firm)

32

Eaton Vance Government Obligations Fund

MANAGEMENT AND ORGANIZATION CONT’D

	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
Noninterested Trustees (continued)
Lynn A. Stout 9/14/57	Trustee	Since 1998	Paul Hastings Professor of Corporate and Securities Law (since 2006) and Professor of Law (2001-2006), University of California at Los Angeles School of Law.		176	None
Ralph F. Verni 1/26/43	Chairman of the Board and Trustee	Chairman of the Board since 2007 and Trustee since 2005	Consultant and private investor.		176	None

Principal Officers who are not Trustees

	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
William H. Ahern, Jr. 7/28/59	Vice President of the Trust	Since 1995	Vice President of EVM and BMR. Officer of 76 registered investment companies managed by EVM or BMR.
John R. Baur 2/10/70	Vice President of the Trust	Since 2008	Vice President of EVM and BMR. Previously, attended Johnson Graduate School of Management, Cornell University (2002-2005), and prior thereto he was an Account Team Representative in Singapore for Applied Materials, Inc. Officer of 35 registered investment companies managed by EVM or BMR.
Michael A. Cirami 12/24/75	Vice President of the Trust	Since 2008	Vice President of EVM and BMR. Officer of 35 registered investment companies managed by EVM or BMR.
Cynthia J. Clemson 3/2/63	Vice President of the Trust	Since 2005	Vice President of EVM and BMR. Officer of 92 registered investment companies managed by EVM or BMR.
Charles B. Gaffney 12/4/72	Vice President of the Trust	Since 2007	Director of Equity Research and a Vice President of EVM and BMR. Officer of 32 registered investment companies managed by EVM or BMR.
Christine M. Johnston 11/9/72	Vice President	Vice President of the Trust since 2007 and of the Portfolio since 2006	Vice President of EVM and BMR. Officer of 37 registered investment companies managed by EVM or BMR.
Aamer Khan 6/7/60	Vice President of the Trust	Since 2005	Vice President of EVM and BMR. Officer of 35 registered investment companies managed by EVM or BMR.
Thomas H. Luster 4/8/62	Vice President of the Trust	Since 2006	Vice President of EVM and BMR. Officer of 54 registered investment companies managed by EVM or BMR.
Robert B. MacIntosh 1/22/57	Vice President of the Trust	Since 1998	Vice President of EVM and BMR. Officer of 91 registered investment companies managed by EVM or BMR.
Jeffrey A. Rawlins 10/6/61	Vice President of the Trust	Since 2009	Vice President of EVM and BMR. Previously, a Managing Director of the Fixed Income Group at State Street Research and Management (1989-2005). Officer of 31 registered investment companies managed by EVM or BMR.
Duncan W. Richardson 10/26/57	Vice President of the Trust	Since 2001	Director of EVC and Executive Vice President and Chief Equity Investment Officer of EVC, EVM and BMR. Officer 82 registered investment companies managed by EVM or BMR.
Judith A. Saryan 8/21/54	Vice President of the Trust	Since 2003	Vice President of EVM and BMR. Officer of 51 registered investment companies managed by EVM or BMR.
Susan Schiff 3/13/61	Vice President	Vice President of the Trust since 2002 and of the Portfolio since 1993	Vice President of EVM and BMR. Officer of 37 registered investment companies managed by EVM or BMR.

33

Eaton Vance Government Obligations Fund

MANAGEMENT AND ORGANIZATION CONT’D

	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
Principal Officers who are not Trustees (continued)
Thomas Seto 9/27/62	Vice President of the Trust	Since 2007	Vice President and Director of Portfolio Management of Parametric. Officer of 32 registered investment companies managed by EVM or BMR.
David M. Stein 5/4/51	Vice President of the Trust	Since 2007	Managing Director and Chief Investment Officer of Parametric. Officer of 32 registered investment companies managed by EVM or BMR.
Dan R. Strelow 5/27/59	Vice President of the Trust	Since 2009	Vice President of EVM and BMR since 2005. Previously, a Managing Director (since 1988) and Chief Investment Officer (since 2001) of the Fixed Income Group at State Street Research and Management. Officer of 31 registered investment companies managed by EVM or BMR.
Mark S. Venezia 5/23/49	Vice President of the Trust and President of the Portfolio	Vice President of the Trust since 2007 and President of the Portfolio since 2002	Vice President of EVM and BMR. Officer of 38 registered investment companies managed by EVM or BMR.
Adam A. Weigold 3/22/75	Vice President of the Trust	Since 2007	Vice President of EVM and BMR. Officer of 69 registered investment companies managed by EVM or BMR.
Barbara E. Campbell 6/19/57	Treasurer	Treasurer of the Trust since 2005 and of the Portfolio since 2008	Vice President of EVM and BMR. Officer of 176 registered investment companies managed by EVM or BMR.
Maureen A. Gemma 5/24/60	Secretary and Chief Legal Officer	Secretary since 2007 and Chief Legal Officer since 2008	Vice President of EVM and BMR. Officer of 176 registered investment companies managed by EVM or BMR.
Paul M. O’Neil 7/11/53	Chief Compliance Officer	Since 2004	Vice President of EVM and BMR. Officer of 176 registered investment companies managed by EVM or BMR.

(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 on Eaton Vance’s website at www.eatonvance.com or by calling 1-800-262-1122.

34

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Investment Adviser of Government Obligations Portfolio

Boston Management and Research

Two International Place

Boston, MA 02110

Administrator of Eaton Vance Government Obligations Fund

Eaton Vance Management

Two International Place

Boston, MA 02110

Principal Underwriter*

Eaton Vance Distributors, Inc.

Two International Place

Boston, MA 02110

(617) 482-8260

Custodian

State Street Bank and Trust Company

200 Clarendon Street

Boston, MA 02116

Transfer Agent

PNC Global Investment Servicing

Attn: Eaton Vance Funds

P.O. Box 9653

Providence, RI 02940-9653

(800) 262-1122

Independent Registered Public Accounting Firm

Deloitte & Touche LLP

200 Berkeley Street

Boston, MA 02116-5022

Eaton Vance Government Obligations Fund

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, 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.

140-12/09 GOSRC

IMPORTANT NOTICES REGARDING PRIVACY,
DELIVERY OF SHAREHOLDER DOCUMENTS,
PORTFOLIO HOLDINGS AND PROXY VOTING

Privacy. The Eaton Vance organization is committed to ensuring your financial privacy. Each of the financial institutions identified below has in effect the following policy (“Privacy Policy”) with respect to nonpublic personal information about its customers:

•  Only such information received from you, through application forms or otherwise, and information about your Eaton Vance fund transactions will be collected. This may include information such as name, address, social security number, tax status, account balances and transactions.

•  None of such information about you (or former customers) will be disclosed to anyone, except as permitted by law (which includes disclosure to employees necessary to service your account). In the normal course of servicing a customer’s account, Eaton Vance may share information with unaffiliated third parties that perform various required services such as transfer agents, custodians and broker/dealers.

•  Policies and procedures (including physical, electronic and procedural safeguards) are in place that are designed to protect the confidentiality of such information.

•  We reserve the right to change our Privacy Policy at any time upon proper notification to you. Customers may want to review our Privacy Policy periodically for changes by accessing the link on our homepage: www.eatonvance.com.

Our pledge of privacy applies to the following entities within the Eaton Vance organization: the Eaton Vance Family of Funds, Eaton Vance Management, Eaton Vance Investment Counsel, Boston Management and Research, and Eaton Vance Distributors, Inc.

In addition, our Privacy Policy applies only to those Eaton Vance customers who are individuals and who have a direct relationship with us. If a customer’s account (i.e., fund shares) is held in the name of a third-party financial adviser/broker-dealer, it is likely that only such adviser’s privacy policies apply to the customer. This notice supersedes all previously issued privacy disclosures.

For more information about Eaton Vance’s Privacy Policy, please call 1-800-262-1122.

Delivery of Shareholder Documents. The Securities and Exchange Commission (the “SEC”) permits funds to deliver only one copy of shareholder documents, including prospectuses, proxy statements and shareholder reports, to fund investors with multiple accounts at the same residential or post office box address. This practice is often called “householding” and it helps eliminate duplicate mailings to shareholders.

Eaton Vance, or your financial adviser, may household the mailing of your documents indefinitely unless you instruct Eaton Vance, or your financial adviser, otherwise.

If you would prefer that your Eaton Vance documents not be householded, please contact Eaton Vance at 1-800-262-1122, or contact your financial adviser.

Your instructions that householding not apply to delivery of your Eaton Vance documents will be effective within 30 days of receipt by Eaton Vance or your financial adviser.

Portfolio Holdings. Each Eaton Vance Fund and its underlying Portfolio(s) (if applicable) will file a schedule of portfolio holdings on Form N-Q with the SEC for the first and third quarters of each fiscal year. The Form N-Q will be available on the Eaton Vance website at www.eatonvance.com, by calling Eaton Vance at 1-800-262-1122 or in the EDGAR database on the SEC’s website at www.sec.gov. Form N-Q may also be reviewed and copied at the SEC’s public reference room in Washington, D.C. (call 1-800-732-0330 for information on the operation of the public reference room).

Proxy Voting. From time to time, funds are required to vote proxies related to the securities held by the funds. The Eaton Vance Funds or their underlying Portfolios (if applicable) vote proxies according to a set of policies and procedures approved by the Funds’ and Portfolios’ Boards. You may obtain a description of these policies and procedures and information on how the Funds or Portfolios voted proxies relating to portfolio securities during the most recent 12 month period ended June 30, without charge, upon request, by calling 1-800-262-1122. This description is also available on the SEC’s website at www.sec.gov.

Eaton Vance High Income Opportunities Fund as of October 31, 2009
MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE

Economic and Market Conditions

• The capital markets were defined by two distinct periods during the fiscal year ending October 31, 2009: one that exhibited extreme weakness – especially during the closing months of 2008 – and the other, which showed increasingly more-robust activity in response to massive government interventions that were undertaken to help restore liquidity to the credit markets and re-stimulate global economic growth. Furthermore, toward the end of the first calendar quarter, as signs of improving economic fundamentals began to emerge, the markets’ disdain for asset classes with any trace of risk abruptly reversed course, investor appetite for risk returned, and the capital markets staged a dramatic comeback.

Michael W. Weilheimer, CFA
Co-Portfolio Manager

Thomas P. Huggins
Co-Portfolio Manager

• In the aftermath of the Lehman Brothers collapse in late 2008, credit markets came to a virtual standstill and global economic activity ground to a snail’s pace. High-yield bond prices bore little correlation with market fundamentals: Data used to monitor creditworthiness suggested that overall credit quality appeared to be in line with previous downturns, yet high-yield bonds and bank loans traded far below levels consistent with normal default and recovery expectations, reflecting a broad-scale breakdown of the credit markets. The selling pressure during this period was such that liquidity was sharply lower for higher-quality bonds and virtually evaporated for those lower on the quality spectrum. By mid-December 2008, high-yield spreads had eclipsed 2,000 basis points, or 20% above Treasury yields – an unheard-of level, and high-yield bond prices fell precipitously.

• By the end of the first quarter of 2009, however, with a gathering tail wind, high-yield bonds came roaring back. As of April 30, 2009, spreads had narrowed to around 1,300 basis points (13%) and, accordingly, bond prices moved sharply higher. Much of the impetus for this abrupt rebound seemed to turn on early signs of economic improvement and on investor optimism about the potential success of the federal government’s fiscal and monetary stimulus programs. Flows into high-yield mutual funds began to swell, and this surge in buying activity served to push bond prices even higher. By the start of the fourth quarter of 2009, high-yield spreads had become tighter still, finishing at around 760 basis points (7.6%) as of October 31, 2009.

• The high-yield market benefited from this narrowing of yield spreads and from the public’s more rosy view of the prospects for a rebound from the markets’ upheavals in 2008. Within the high-yield universe, more highly rated bonds outperformed those of lower credit quality during the early part of the past 12 months, and shorter-maturity issues outpaced those with longer maturities. Beginning in early 2009, however, the opposite held true, with B and CCC rated bonds achieving the best price appreciation.

Past performance is no guarantee of future results. Returns are historical and are calculated by determining the percentage change in net asset value or offering price (as applicable) with all distributions reinvested. Investment return and principal value will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Performance is for the stated time period only; due to market volatility, the Fund’s current performance may be lower or higher than the quoted return. For performance as of the most recent month-end, please refer to www.eatonvance.com.

Fund shares are not insured by the FDIC and are not deposits or other obligations of, or guaranteed by, any depository institution. Shares are subject to investment risks, including possible loss of principal invested.

Management Discussion

• The Fund¹ posted double-digit total returns for the 12 months ending October 31, 2009, its Class A, Class B and Class C shares outpacing the return of its peer group, the Lipper High Current Yield Funds

Total Return Performance
10/31/08 – 10/31/09
Class A2	37.83	%
Class B2	37.31
Class C2	36.97
Class I2	1.92	*
BofA Merrill Lynch U.S. High Yield Index3	48.79
BofA Merrill Lynch U.S. High Yield Constrained Index3	49.54
Lipper High Current Yield Funds Average3	35.59

* Performance is cumulative since share class inception on 10/1/09.

See page 3 for more performance information.

1	The Fund currently invests in a separately registered investment company, High Income Opportunities Portfolio, with the same objective and policies as the Fund. References to investments are to the Portfolio’s holdings.
2	These returns do not include the 4.75% maximum sales charge for the Fund’s Class A shares or the applicable contingent deferred sales charges (CDSC) for Class B shares and Class C shares. If sales charges were deducted, the returns would be lower. Class I shares are offered to certain investors at net asset vale (NAV). Class A and Class I shares are subject to a 1% redemption fee if redeemed or exchanged within 90 days of the settlement of the purchase.
3	It is not possible to invest directly in an Index or Lipper Classification. The Indices’ total returns do not reflect expenses that would have been incurred if an investor individually purchased or sold the securities represented in the Indices. The Lipper average is the average total return, at net asset value, of the funds that are in the same Lipper Classification as the Fund.

1

Eaton Vance High Income Opportunities Fund as of October 31, 2009
MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE

	Classification1. However, both the Fund and the Lipper peer group underperformed the return of the benchmark BofA Merrill Lynch U.S. High Yield Index (the Index), mainly because of a large inflow of domestic and foreign financials into the Index at the low point in the market, and these securities outperformed as the market rallied.
•	The Fund underperformed the Index largely on the basis of an overweighting in B rated bonds, which did poorly in the early part of the period. It also undershot the Index due to its sizable underweighting in financials, many of which were added to the Index at low valuations and subsequently performed well during the market rally. Conversely, the Fund benefited from a significant overweighting in strong-performing CCC bonds during the market rally occurring later in the period.
•	Throughout the fiscal year, the investment adviser positioned the Fund in investments it thought could present rewarding capital appreciation opportunities. The overall strategy of maintaining a greater-than-index weighting in B rated bonds of solid companies worked to the Fund’s benefit in absolute terms during calendar year 2009, as this class of bonds performed well during the market’s rally. In the first quarter of 2009, as signs emerged that the credit markets were beginning to thaw, the Fund opportunistically reduced its cash position by investing in some higher-quality, investment-grade securities, as well as in deeply discounted bank debt. It also purchased newly issued securities and added to existing positions, both at extremely attractive yields.
•	Despite its solid gains, the Fund lagged the Index due to security selection and an overweighting in the high-yield debt of gaming companies, which struggled, especially during the first half of the fiscal year. Also detracting from relative results were conservative allocations to various financial services industries – including banks and thrifts, insurance and diversified financials – as well as underexposure to automotive and auto parts, all of which put up strong returns during the period. While the Fund’s absolute performance benefited from its investments in these strong performing groups, maintaining underweighted allocations to these industries took a toll in relative terms.

• On the upside, as mentioned earlier, the Fund offset some of its index-lagging performance through a sizable overweighting in CCC bonds. The Fund’s performance versus the Index also benefited from strong security selection within the telecommunications and cable/satellite television industries. An overweighting and favorable security selection in the resurgent super retail group also aided relative returns, as did an underweighting and security selection in the utilities segment, which underperformed the market.

¹ It is not possible to invest directly in an Index or Lipper Classification. The Index’s total return does not reflect expenses that would have been incurred if an investor individually purchased or sold the securities represented in the Index. The Lipper average is the average total return, at net asset value, of the funds that are in the same Lipper Classification as the Fund.

Portfolio Composition

Portfolio Credit Quality Ratings³
By total investments

³ As a percentage of the Portfolio’s total investments as of 10/31/09. Although the investment adviser considers ratings when making investment decisions, it performs its own credit and investment analysis and does not rely primarily on the ratings assigned by the rating services. Credit quality can change from time to time, and recently issued credit ratings may not fully reflect the actual risks posed by a particular security or the issuer’s current financial condition. The rating assigned to a security by a rating agency does not necessarily reflect its assessment of the volatility of a security’s market value or of the liquidity of an investment in the security.

The views expressed throughout this report are those of the portfolio managers and are current only through the end of the period of the report as stated on the cover. These views are subject to change at any time based upon market or other conditions, and the investment adviser disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a fund are based on many factors, may not be relied on as an indication of trading intent on behalf of any Eaton Vance fund. Portfolio information provided in the report may not be representative of the Portfolio’s current or future investments and may change due to active management.

2

Eaton Vance High Income Opportunities Fund as of October 31, 2009
FUND PERFORMANCE

The line graph and table set forth below provide information about the Fund’s performance. The line graph compares the performance of Class B of the Fund with that of the BofA Merrill Lynch U.S. High Yield Index, an unmanaged index of below investment grade U.S. dollar-denominated corporate bonds publicly issued in the U.S. domestic market and the BofA Merrill Lynch U.S. High Yield Constrained Index, whose constituents are capitalization-weighted, based on their current amount outstanding, provided the total allocation to an individual issuer does not exceed 2%. The lines on the graph represent the total returns of a hypothetical investment of $10,000 in each of Class B of the Fund, the BofA Merrill Lynch U.S. High Yield Index and the BofA Merrill Lynch U.S. High Yield Constrained Index. The table includes the total returns of each Class of the Fund at net asset value and maximum public offering price. The performance presented below does not reflect the deduction of taxes, if any, that a shareholder would pay on distributions or redemptions of Fund shares.

Performance1	Class A			Class B			Class C			Class I
Class Share Symbol	ETHIX			EVHIX			ECHIX			EIHIX
Average Annual Total Returns (at net asset value)
One Year		37.83	%		37.31	%		36.97	%		N.A.
Five Years		4.02			3.33			3.27			N.A.
Ten Years		N.A.			3.50			3.46			N.A.
Life of Fund†		4.49			6.56			5.31			1.92	%††
SEC Average Annual Total Returns (including sales charge or applicable CDSC)
One Year		31.10	%		32.31	%		35.97	%		N.A.
Five Years		3.01			3.06			3.27			N.A.
Ten Years		N.A.			3.50			3.46			N.A.
Life of Fund†		3.59			6.56			5.31			1.92	%††

†	Inception Dates – Class A: 3/11/04; Class B: 8/19/86; Class C: 6/8/94; Class I: 10/1/09
††	Returns are cumulative since inception of the share class.
1	Average Annual Total Returns do not include the 4.75% maximum sales charge for Class A shares or the applicable contingent deferred sales charges (CDSC) for Class B or Class C shares. If sales charges were deducted, the returns would be lower. Class I shares are offered to certain investors at NAV. SEC Average Annual Returns for Class A reflect the maximum 4.75% sales charge. SEC Average Annual Returns for Class B reflect applicable CDSC based on the following schedule: 5% — 1st and 2nd years; 4% — 3rd year; 3% — 4th year; 2% — 5th year; 1% - 6th year. SEC returns for Class C reflect a 1% CDSC for the first year. Class A and Class I shares are subject to a 1% redemption fee if redeemed or exchanged within 90 days of the settlement of the purchase.

Total Annual
Operating Expenses2	Class A			Class B			Class C			Class I
Expense Ratio		1.11	%		1.86	%		1.86	%		0.86	%

² Source: Prospectus dated 3/1/09, as supplemented 9/30/09.

Past performance is no guarantee of future results. Returns are historical and are calculated by determining the percentage change in net asset value or offering price (as applicable) with all distributions reinvested. Investment return and principal value will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Performance is for the stated time period only; due to market volatility, the Fund’s current performance may be lower or higher than the quoted return. For performance as of the most recent month end, please refer to www.eatonvance.com.

* Source: Lipper Inc. Class B of the Fund commenced operations on 8/19/86. A $10,000 hypothetical investment at net asset value in Class A shares on 3/11/04 (commencement of operations), Class C shares on 10/31/99 and Class I shares on 10/1/09 (commencement of operations) would have been valued at $12,812 ($12,203 at the maximum offering price), $14,060 and $10,192, respectively, on 10/31/09. It is not possible to invest directly in an Index. The Indices’ total returns do not reflect expenses that would have been incurred if an investor individually purchased or sold the securities represented in the Indices.

3

Eaton Vance High Income Opportunities Fundas of October 31, 2009

FUND EXPENSES

Example: As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchases and redemption fees (if applicable); and (2) ongoing costs, including management fees; distribution or service fees; and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 2009 – October 31, 2009).

Actual Expenses: The first section of the table below provides information about actual account values and actual expenses. You may use the information in this section, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first section under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes: The second section of the table below provides information about hypothetical account values and hypothetical expenses based on the actual Fund expense ratio and an assumed rate of return of 5% per year (before expenses), which is not the actual return of the Fund. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in your Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads) or redemption fees (if applicable). Therefore, the second section of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would be higher.

Eaton Vance High Income Opportunities Fund

	Beginning Account Value		Ending Account Value		Expenses Paid During Period
	(5/1/09)		(10/31/09)		(5/1/09 – 10/31/09)
Actual*
Class A		$1,000.00		$1,319.70		$7.07
Class B		$1,000.00		$1,318.40		$11.34
Class C		$1,000.00		$1,315.20		$11.44
Class I		$1,000.00		$1,019.20		$0.87
Hypothetical**
(5% return per year before expenses)
Class A		$1,000.00		$1,019.10		$6.16
Class B		$1,000.00		$1,015.40		$9.86
Class C		$1,000.00		$1,015.30		$9.96
Class I		$1,000.00		$1,020.10		$5.19

*

Class I had not commenced operations as of May 1, 2009. Actual expenses are equal to the Fund’s annualized expense ratio of 1.21% for Class A shares, 1.94% for Class B shares, 1.96% for Class C shares and 1.02% for Class I shares, multiplied by the average account value over the period, multiplied by 184/365 for Class A, Class B and Class C (to reflect the one-half year period) and by 31/365 for Class I (to reflect the period from commencement of operations on October 1, 2009 to October 31, 2009). The Example assumes that the $1,000 was invested at the net asset value per share determined at the close of business on April 30, 2009 (September 30, 2009 for Class I). The Example reflects the expenses of both the Fund and the Portfolio.

**

Hypothetical expenses are equal to the Fund’s annualized expense ratio of 1.21% for Class A shares, 1.94% for Class B shares, 1.96% for Class C shares and 1.02% for Class I shares, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period). The Example assumes that the $1,000 was invested at the net asset value per share determined at the close of business on April 30, 2009 (September 30, 2009 for Class I). The Example reflects the expenses of both the Fund and the Portfolio.

4

Eaton Vance High Income Opportunities Fundas of October 31, 2009

FINANCIAL STATEMENTS

Statement of Assets and Liabilities

As of October 31, 2009
Assets
Investment in High Income Opportunities Portfolio, at value (identified cost, $486,353,201)	$	430,248,848
Receivable for Fund shares sold		1,246,958
Total assets	$	431,495,806
Liabilities
Payable for Fund shares redeemed	$	1,620,875
Distributions payable		1,734,153
Payable to affiliates:
Distribution and service fees		209,714
Trustees’ fees		41
Accrued expenses		175,554
Total liabilities	$	3,740,337
Net Assets	$	427,755,469
Sources of Net Assets
Paid-in capital	$	705,783,609
Accumulated net realized loss from Portfolio		(223,679,470	)
Accumulated undistributed net investment income		1,755,683
Net unrealized depreciation from Portfolio		(56,104,353	)
Net Assets	$	427,755,469
Class A Shares
Net Assets	$	238,484,549
Shares Outstanding		59,289,667
Net Asset Value and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	4.02
Maximum Offering Price Per Share
(100 ¸ 95.25 of net asset value per share)	$	4.22
Class B Shares
Net Assets	$	72,245,278
Shares Outstanding		17,941,914
Net Asset Value and Offering Price Per Share*
(net assets ¸ shares of beneficial interest outstanding)	$	4.03
Class C Shares
Net Assets	$	115,926,762
Shares Outstanding		28,813,203
Net Asset Value and Offering Price Per Share*
(net assets ¸ shares of beneficial interest outstanding)	$	4.02
Class I Shares
Net Assets	$	1,098,880
Shares Outstanding		273,186
Net Asset Value, Offering Price and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	4.02

On sales of $50,000 or more, the offering price of Class A shares is reduced.

*  Redemption price per share is equal to the net asset value less any applicable contingent deferred sales charge.

Statement of Operations

For the Year Ended
October 31, 2009
Investment Income
Interest and other income allocated from Portfolio	$	41,610,153
Dividends allocated from Portfolio		209,264
Expenses allocated from Portfolio		(2,715,928	)
Total investment income from Portfolio	$	39,103,489
Expenses
Distribution and service fees
Class A	$	446,862
Class B		705,462
Class C		903,724
Trustees’ fees and expenses		500
Custodian fee		47,477
Transfer and dividend disbursing agent fees		481,793
Legal and accounting services		22,841
Printing and postage		129,914
Registration fees		68,629
Miscellaneous		14,405
Total expenses	$	2,821,607
Net investment income	$	36,281,882
Realized and Unrealized Gain (Loss) from Portfolio
Net realized gain (loss) —
Investment transactions	$	(27,501,209	)
Swap contracts		(12,977,643	)
Foreign currency and forward foreign currency exchange contact transactions		46,552
Net realized loss	$	(40,432,300	)
Change in unrealized appreciation (depreciation) —
Investments	$	113,387,843
Swap contracts		6,014,876
Foreign currency and forward foreign currency exchange contracts		(23,087	)
Net change in unrealized appreciation (depreciation)	$	119,379,632
Net realized and unrealized gain	$	78,947,332
Net increase in net assets from operations	$	115,229,214

See notes to financial statements

5

Eaton Vance High Income Opportunities Fundas of October 31, 2009

FINANCIAL STATEMENTS CONT’D

Statements of Changes in Net Assets

Increase (Decrease)	Year Ended			Year Ended
in Net Assets	October 31, 2009			October 31, 2008
From operations —
Net investment income	$	36,281,882		$	45,154,591
Net realized loss from investment transactions, swap contracts, and foreign currency and forward foreign currency exchange contract transactions		(40,432,300	)		(29,819,298	)
Net change in unrealized appreciation (depreciation) from investments, swap contracts, foreign currency and forward foreign currency exchange contracts		119,379,632			(170,140,182	)
Net increase (decrease) in net assets from operations	$	115,229,214		$	(154,804,889	)
Distributions to shareholders —
From net investment income
Class A	$	(22,412,054	)	$	(20,114,244	)
Class B		(8,376,210	)		(13,439,771	)
Class C		(10,551,470	)		(11,100,265	)
Class I		(1,792	)		—
Tax return of capital
Class A		—			(21,935	)
Class B		—			(14,656	)
Class C		—			(12,105	)
Total distributions	$	(41,341,526	)	$	(44,702,976	)
Transactions in shares of beneficial interest —
Proceeds from sale of shares
Class A	$	40,132,945		$	28,348,051
Class B		6,970,738			6,914,420
Class C		21,041,959			14,908,093
Class I		1,103,280			—
Net asset value of shares issued to shareholders in payment of distributions declared
Class A		11,044,259			9,264,184
Class B		3,712,709			5,751,882
Class C		4,530,679			4,448,493
Cost of shares redeemed
Class A		(40,175,465	)		(80,617,635	)
Class B		(16,091,036	)		(47,281,467	)
Class C		(19,333,637	)		(39,404,168	)
Net asset value of shares exchanged
Class A		23,528,815			39,044,718
Class B		(23,528,815	)		(39,044,718	)
Redemption fees		7,236			3,495
Net increase (decrease) in net assets from Fund share transactions	$	12,943,667		$	(97,664,652	)
Net increase (decrease) in net assets	$	86,831,355		$	(297,172,517	)
	Year Ended			Year Ended
Net Assets	October 31, 2009			October 31, 2008
At beginning of year	$	340,924,114		$	638,096,631
At end of year	$	427,755,469		$	340,924,114
Accumulated undistributed net investment income included in net assets
At end of year	$	1,755,683		$	3,799,655

See notes to financial statements

6

Eaton Vance High Income Opportunities Fundas of October 31, 2009

FINANCIAL STATEMENTS CONT’D

Financial Highlights

	Class A
	Year Ended October 31,
	2009			2008			2007			2006			2005
Net asset value — Beginning of year	$	3.310		$	5.130		$	5.230		$	5.100		$	5.210
Income (Loss) From Operations
Net investment income(1)	$	0.365		$	0.419		$	0.418		$	0.401		$	0.402
Net realized and unrealized gain (loss)		0.763			(1.823	)		(0.105	)		0.142			(0.095	)
Total income (loss) from operations	$	1.128		$	(1.404	)	$	0.313		$	0.543		$	0.307
Less Distributions
From net investment income	$	(0.418	)	$	(0.416	)	$	(0.413	)	$	(0.413	)	$	(0.417	)
Tax return of capital		—			(0.000	)(2)		—			—			—
Total distributions	$	(0.418	)	$	(0.416	)	$	(0.413	)	$	(0.413	)	$	(0.417	)
Redemption fees(1)	$	0.000	(2)	$	0.000	(2)	$	0.000	(2)	$	0.000	(2)	$	0.000	(2)
Net asset value — End of year	$	4.020		$	3.310		$	5.130		$	5.230		$	5.100
Total Return(3)		37.83	%		(29.26	)%		6.11	%		11.04	%		6.01	%
Ratios/Supplemental Data
Net assets, end of year (000’s omitted)	$	238,485		$	161,603		$	254,508		$	199,812		$	165,125
Ratios (as a percentage of average daily net assets):
Expenses(4)(5)		1.27	%		1.11	%		1.04	%		0.97	%		0.97	%
Net investment income		10.93	%		9.06	%		7.98	%		7.77	%		7.70	%
Portfolio Turnover of the Portfolio		72	%		48	%		81	%		62	%		62	%

(1)	Computed using average shares outstanding.
(2)	Amount represents less than $0.0005.
(3)	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.
(4)	Includes the Fund’s share of the Portfolio’s allocated expenses.
(5)	Excludes the effect of custody fee credits, if any, of less than 0.005%.

See notes to financial statements

7

Eaton Vance High Income Opportunities Fundas of October 31, 2009

FINANCIAL STATEMENTS CONT’D

Financial Highlights

	Class B
	Year Ended October 31,
	2009			2008			2007			2006			2005
Net asset value — Beginning of year	$	3.300		$	5.120		$	5.220		$	5.080		$	5.200
Income (Loss) From Operations
Net investment income(1)	$	0.345		$	0.383		$	0.379		$	0.363		$	0.363
Net realized and unrealized gain (loss)		0.773			(1.826	)		(0.107	)		0.149			(0.106	)
Total income (loss) from operations	$	1.118		$	(1.443	)	$	0.272		$	0.512		$	0.257
Less Distributions
From net investment income	$	(0.388	)	$	(0.377	)	$	(0.372	)	$	(0.372	)	$	(0.377	)
Tax return of capital		—			(0.000	)(2)		—			—			—
Total distributions	$	(0.388	)	$	(0.377	)	$	(0.372	)	$	(0.372	)	$	(0.377	)
Redemption fees(1)	$	0.000	(2)	$	0.000	(2)	$	0.000	(2)	$	0.000	(2)	$	0.000	(2)
Net asset value — End of year	$	4.030		$	3.300		$	5.120		$	5.220		$	5.080
Total Return(3)		37.31	%		(29.93	)%		5.30	%		10.41	%		5.34	%(4)
Ratios/Supplemental Data
Net assets, end of year (000’s omitted)	$	72,245		$	89,480		$	221,436		$	305,519		$	370,036
Ratios (as a percentage of average daily net assets):
Expenses(5)(6)		2.02	%		1.86	%		1.78	%		1.72	%		1.72	%
Net investment income		10.56	%		8.23	%		7.23	%		7.05	%		6.95	%
Portfolio Turnover of the Portfolio		72	%		48	%		81	%		62	%		62	%

(1)	Computed using average shares outstanding.
(2)	Amount represents less than $0.0005.
(3)	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.
(4)	Total return reflects an increase of 0.33% due to a change in the timing of the payment and reinvestment of distributions.
(5)	Includes the Fund’s share of the Portfolio’s allocated expenses.
(6)	Excludes the effect of custody fee credits, if any, of less than 0.005%.

See notes to financial statements

8

Eaton Vance High Income Opportunities Fundas of October 31, 2009

FINANCIAL STATEMENTS CONT’D

Financial Highlights

	Class C
	Year Ended October 31,
	2009			2008			2007			2006			2005
Net asset value — Beginning of year	$	3.300		$	5.110		$	5.220		$	5.080		$	5.200
Income (Loss) From Operations
Net investment income(1)	$	0.341		$	0.383		$	0.378		$	0.363		$	0.363
Net realized and unrealized gain (loss)		0.767			(1.816	)		(0.116	)		0.149			(0.107	)
Total income (loss) from operations	$	1.108		$	(1.433	)	$	0.262		$	0.512		$	0.256
Less Distributions
From net investment income	$	(0.388	)	$	(0.377	)	$	(0.372	)	$	(0.372	)	$	(0.376	)
Tax return of capital		—			(0.000	)(2)		—			—			—
Total distributions	$	(0.388	)	$	(0.377	)	$	(0.372	)	$	(0.372	)	$	(0.376	)
			��
Redemption fees(1)	$	0.000	(2)	$	0.000	(2)	$	0.000	(2)	$	0.000	(2)	$	0.000	(2)
Net asset value — End of year	$	4.020		$	3.300		$	5.110		$	5.220		$	5.080
Total Return(3)		36.97	%		(29.79	)%		5.09	%		10.41	%		5.32	%(4)
Ratios/Supplemental Data
Net assets, end of year (000’s omitted)	$	115,927		$	89,841		$	162,153		$	172,200		$	188,454
Ratios (as a percentage of average daily net assets):
Expenses(5)(6)		2.02	%		1.86	%		1.79	%		1.72	%		1.72	%
Net investment income		10.26	%		8.28	%		7.22	%		7.05	%		6.96	%
Portfolio Turnover of the Portfolio		72	%		48	%		81	%		62	%		62	%

(1)	Computed using average shares outstanding.
(2)	Amount represents less than $0.0005.
(3)	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.
(4)	Total return reflects an increase of 0.20% due to a change in the timing of the payment and reinvestment of distributions.
(5)	Includes the Fund’s share of the Portfolio’s allocated expenses.
(6)	Excludes the effect of custody fee credits, if any, of less than 0.005%.

See notes to financial statements

9

Eaton Vance High Income Opportunities Fundas of October 31, 2009

FINANCIAL STATEMENTS CONT’D

Financial Highlights

	Class I
	Period Ended
	October 31, 2009(1)
Net asset value — Beginning of period	$	3.980
Income (Loss) From Operations
Net investment income(2)	$	0.019
Net realized and unrealized gain		0.057
Total income from operations	$	0.076
Less Distributions
From net investment income	$	(0.036	)
Total distributions	$	(0.036	)
Redemption fees	$	—
Net asset value — End of period	$	4.020
Total Return(3)		1.92	%(4)
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$	1,099
Ratios (as a percentage of average daily net assets):
Expenses(5)(6)		1.02	%(7)
Net investment income		11.17	%(7)
Portfolio Turnover of the Portfolio		72	%(8)

(1)	For the period from the start of business, October 1, 2009, to October 31, 2009.
(2)	Computed using average shares outstanding.
(3)	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested.
(4)	Not annualized.
(5)	Includes the Fund’s share of the Portfolio’s allocated expenses.
(6)	Excludes the effect of custody fee credits, if any, of less than 0.005%.
(7)	Annualized.
(8)	For the Portfolio’s fiscal year ended October 31, 2009.

See notes to financial statements

10

Eaton Vance High Income Opportunities Fundas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS

1Significant Accounting Policies

Eaton Vance High Income Opportunities Fund (the Fund) is a diversified series of Eaton Vance Mutual Funds Trust (the Trust). The Trust is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company. The Fund offers four classes of shares. Class A shares are generally sold subject to a sales charge imposed at time of purchase. Class B and Class C shares are sold at net asset value and are generally subject to a contingent deferred sales charge (see Note 5). Class I shares are sold at net asset value and are not subject to a sales charge. Class B shares automatically convert to Class A shares eight years after their purchase as described in the Fund’s prospectus. Each class represents a pro-rata interest in the Fund, but votes separately on class-specific matters and (as noted below) is subject to different expenses. Realized and unrealized gains and losses are allocated daily to each class of shares based on the relative net assets of each class to the total net assets of the Fund. Net investment income, other than class-specific expenses, is allocated daily to each class of shares based upon the ratio of the value of each class’s paid shares to the total value of all paid shares. Each class of shares differs in its distribution plan and certain other class-specific expenses. The Fund invests all of its investable assets in interests in High Income Opportunities Portfolio (the Portfolio), a New York trust, having the same investment objective and policies as the Fund. The value of the Fund’s investment in the Portfolio reflects the Fund’s proportionate interest in the net assets of the Portfolio (60.5% at October 31, 2009). The performance of the Fund is directly affected by the performance of the Portfolio. The financial statements of the Portfolio, including the portfolio of investments, are included elsewhere in this report and should be read in conjunction with the Fund’s financial statements.

The following is a summary of significant accounting policies of the Fund. The policies are in conformity with accounting principles generally accepted in the United States of America. A source of authoritative accounting principles applied in the preparation of the Fund’s financial statements is the Financial Accounting Standards Board (FASB) Accounting Standards Codification (the Codification), which superseded existing non-Securities and Exchange Commission accounting and reporting standards for interim and annual reporting periods ending after September 15, 2009. The adoption of the Codification for the current reporting period did not impact the Fund’s application of generally accepted accounting principles.

AInvestment Valuation — Valuation of securities by the Portfolio is discussed in Note 1A of the Portfolio’s Notes to Financial Statements, which are included elsewhere in this report.

BIncome — The Fund’s net investment income or loss consists of the Fund’s pro-rata share of the net investment income or loss of the Portfolio, less all actual and accrued expenses of the Fund.

CFederal Taxes — The Fund’s policy is to comply with the provisions of the Internal Revenue Code applicable to regulated investment companies and to distribute to shareholders each year substantially all of its net investment income, and all or substantially all of its net realized capital gains. Accordingly, no provision for federal income or excise tax is necessary. At October 31, 2009, the Fund, for federal income tax purposes, had a capital loss carryforward of $218,731,834 which will reduce its taxable income arising from future net realized gains on investment transactions, if any, to the extent permitted by the Internal Revenue Code, and thus will reduce the amount of distributions to shareholders, which would otherwise be necessary to relieve the Fund of any liability for federal income or excise tax. Such capital loss carryforward will expire on October 31, 2010 ($143,280,458), October 31, 2016 ($33,167,924) and October 31, 2017 ($42,283,452).

As of October 31, 2009, the Fund had no uncertain tax positions that would require financial statement recognition, de-recognition, or disclosure. Each of the Fund’s federal tax returns filed in the 3-year period ended October 31, 2009 remains subject to examination by the Internal Revenue Service.

DExpenses — The majority of expenses of the Trust are directly identifiable to an individual fund. Expenses which are not readily identifiable to a specific fund are allocated taking into consideration, among other things, the nature and type of expense and the relative size of the funds.

EExpense Reduction — State Street Bank and Trust Company (SSBT) serves as custodian of the Fund. Pursuant to the custodian agreement, SSBT receives a fee reduced by credits, which are determined based on the average daily cash balance the Fund maintains with SSBT. All credit balances, if any, used to reduce the Fund’s custodian fees are reported as a reduction of expenses in the Statement of Operations.

FUse 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.

11

Eaton Vance High Income Opportunities Fundas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

GIndemnifications — Under the Trust’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 Fund, and shareholders are indemnified against personal liability for the obligations of the Trust. Additionally, in the normal course of business, the Fund enters into agreements with service providers that may contain indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred.

HRedemption Fees — Upon the redemption or exchange of shares by Class A and Class I shareholders within 90 days of the settlement of purchase, a fee of 1% of the current net asset value of these shares will be assessed and retained by the Fund for the benefit of the remaining shareholders. The redemption fee is accounted for as an addition to paid-in capital.

IOther — Investment transactions are accounted for on a trade date basis. Dividends to shareholders are recorded on the ex-dividend date.

2Distributions to Shareholders

The Fund declares dividends daily to shareholders of record at the time of declaration. Distributions are generally paid monthly. Distributions of realized capital gains (reduced by available capital loss carryforwards from prior years, if any) are made at least annually. Distributions are declared separately for each class of shares. Shareholders may reinvest income and capital gain distributions in additional shares of the same class of the Fund at the net asset value as of the reinvestment date or, at the election of the shareholder, receive distributions in cash. The Fund distinguishes between distributions on a tax basis and a financial reporting basis. Accounting principles generally accepted in the United States of America require that only distributions in excess of tax basis earnings and profits be reported in the financial statements as a return of capital. Permanent differences between book and tax accounting relating to distributions are reclassified to paid-in capital. For tax purposes, distributions from short-term capital gains are considered to be from ordinary income.

The tax character of distributions declared for the years ended October 31, 2009 and October 31, 2008 was as follows:

	Year Ended October,
	2009		2008
Distributions declared from:
Ordinary income	$	41,341,526	$	44,654,280
Tax return of capital		—		48,696

During the year ended October 31, 2009, accumulated net realized loss was decreased by $224,360,315 accumulated distributions in excess of net investment income was decreased by $3,015,672 and paid-in capital was decreased by $227,375,987 due to differences between book and tax accounting, primarily for foreign currency gain (loss), swap contracts, premium amortization and defaulted bonds, and expired capital loss carryforwards. These reclassifications had no effect on the net assets or net asset value per share of the Fund.

As of October 31, 2009, the components of distributable earnings (accumulated losses) and unrealized appreciation (depreciation) on a tax basis were as follows:

Undistributed ordinary income	$	5,095,131
Capital loss carryforward	$	(218,731,834	)
Net unrealized depreciation	$	(62,657,284	)
Other temporary differences	$	(1,734,153	)

The differences between components of distributable earnings (accumulated losses) on a tax basis and the amounts reflected in the Statement of Assets and Liabilities are primarily due to wash sales, swap contracts, premium amortization, the timing of recognizing distributions to shareholders, defaulted bonds and partnership allocations.

3Transactions with Affiliates

Eaton Vance Management (EVM) serves as the administrator to the Fund, but receives no compensation. The Portfolio has engaged Boston Management and Research (BMR), a subsidiary of EVM, to render investment advisory services. See Note 2 of the Portfolio’s Notes to Financial Statements which are included elsewhere in this report. EVM serves as the sub-transfer agent of the Fund and receives from the transfer agent an aggregate fee based upon the actual expenses incurred by EVM in the performance of these services. For the year ended October 31, 2009, EVM earned $24,560 in sub-transfer agent fees. The Fund was informed that Eaton Vance Distributors, Inc. (EVD), an affiliate of EVM and the Fund’s principal underwriter, received $35,717 as its portion of the sales charge on sales of Class A shares for the year ended October 31, 2009. EVD also received distribution and service fees from Class A, Class B and Class C shares (see Note 4) and contingent deferred sales charges (see Note 5).

Except for Trustees of the Fund and the Portfolio who are not members of EVM’s or BMR’s organizations, officers and Trustees receive remuneration for their services to the Fund out of the investment adviser fee. Certain officers and Trustees of the Fund and the Portfolio are officers of the above organizations.

12

Eaton Vance High Income Opportunities Fundas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

4Distribution Plans

The Fund has in effect a distribution plan for Class A shares (Class A Plan) pursuant to Rule 12b-1 under the 1940 Act. The Class A Plan provides that the Fund will pay EVD a distribution and service fee of 0.25% per annum of its average daily net assets attributable to Class A shares for distribution services and facilities provided to the Fund by EVD, as well as for personal services and/or the maintenance of shareholder accounts. Distribution and service fees paid or accrued to EVD for the year ended October 31, 2009 amounted to $446,862 for Class A shares. The Fund also has in effect distribution plans for Class B shares (Class B Plan) and Class C shares (Class C Plan) pursuant to Rule 12b-1 under the 1940 Act. The Class B and Class C Plans require the Fund to pay EVD amounts equal to 0.75% per annum of its average daily net assets attributable to Class B and Class C shares for providing ongoing distribution services and facilities to the Fund. The Fund will automatically discontinue payments to EVD during any period in which there are no outstanding Uncovered Distribution Charges, which are equivalent to the sum of (i) 5% and 6.25% of the aggregate amount received by the Fund for Class B and Class C shares sold, respectively, plus (ii) interest calculated by applying the rate of 1% over the prevailing prime rate to the outstanding balance of Uncovered Distribution Charges of EVD of each respective class, reduced by the aggregate amount of contingent deferred sales charges (see Note 5) and amounts theretofore paid or payable to EVD by each respective class. For the year ended October 31, 2009, the Fund paid or accrued to EVD $529,096 and $677,793 for Class B and Class C shares, respectively, representing 0.75% of the average daily net assets of Class B and Class C shares. At October 31, 2009, the amounts of Uncovered Distribution Charges of EVD calculated under the Class B and Class C Plans were approximately $23,003,000 and $48,770,000, respectively.

The Class B and Class C Plans also authorize the Fund to make payments of service fees to EVD, financial intermediaries and other persons in amounts not exceeding 0.25% per annum of its average daily net assets attributable to that class. Service fees paid or accrued are for personal services and/or the maintenance of shareholder accounts. They are separate and distinct from the sales commissions and distribution fees payable to EVD and, as such, are not subject to automatic discontinuance when there are no outstanding Uncovered Distribution Charges of EVD. Service fees paid or accrued for the year ended October 31, 2009 amounted to $176,366 and $225,931 for Class B and Class C shares, respectively.

5Contingent Deferred Sales Charges

A contingent deferred sales charge (CDSC) generally is imposed on redemptions of Class B shares made within six years of purchase and on redemptions of Class C shares made within one year of purchase. Class A shares may be subject to a 1% CDSC if redeemed within 18 months of purchase (depending on the circumstances of purchase). Generally, the CDSC is based upon the lower of the net asset value at date of redemption or date of purchase. No charge is levied on shares acquired by reinvestment of dividends or capital gain distributions. The CDSC for Class B shares is imposed at declining rates that begin at 5% in the case of redemptions in the first and second year after purchase, declining one percentage point each subsequent year. Class C shares are subject to a 1% CDSC if redeemed within one year of purchase. No CDSC is levied on shares which have been sold to EVM or its affiliates or to their respective employees or clients and may be waived under certain other limited conditions. CDSCs received on Class B and Class C redemptions are paid to EVD to reduce the amount of Uncovered Distribution Charges calculated under the Fund’s Class B and Class C Plans. CDSCs received on Class B and Class C redemptions when no Uncovered Distribution Charges exist are credited to the Fund. For the year ended October 31, 2009, the Fund was informed that EVD received approximately $5,000, $125,000 and $8,000 of CDSCs paid by Class A, Class B and Class C shareholders, respectively.

6Investment Transactions

For the year ended October 31, 2009, increases and decreases in the Fund’s investment in the Portfolio aggregated $43,137,843 and $74,542,881, respectively.

7Shares of Beneficial Interest

The Fund’s Declaration of Trust permits the Trustees to issue an unlimited number of full and fractional shares of beneficial interest (without par value). Such shares may be issued in a number of different series (such as the Fund) and classes. Transactions in Fund shares were as follows:

	Year Ended October 31,
Class A	2009			2008
Sales		11,837,243			6,300,125
Issued to shareholders electing to receive payments of distributions in Fund shares		3,309,499			2,054,963
Redemptions		(12,106,855	)		(17,660,527	)
Exchange from Class B shares		7,360,024			8,561,127
Net increase (decrease)		10,399,911			(744,312	)

13

Eaton Vance High Income Opportunities Fundas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

	Year Ended October 31,
Class B	2009			2008
Sales		2,108,476			1,479,960
Issued to shareholders electing to receive payments of distributions in Fund shares		1,137,441			1,265,884
Redemptions		(5,059,818	)		(10,359,876	)
Exchange to Class A shares		(7,348,037	)		(8,569,154	)
Net decrease		(9,161,938	)		(16,183,186	)
	Year Ended October 31,
Class C	2009			2008
Sales		6,266,836			3,207,390
Issued to shareholders electing to receive payments of distributions in Fund shares		1,360,890			987,741
Redemptions		(6,039,116	)		(8,677,278	)
Net increase (decrease)		1,588,610			(4,482,147	)
	Period Ended
Class I	October 31, 2009(1)
Sales		273,186
Net increase		273,186

(1) Class I commenced operations on October 1, 2009.

For the years ended October 31, 2009 and October 31, 2008, the Fund received $7,236 and $3,495, respectively, in redemption fees.

8Review for Subsequent Events

In connection with the preparation of the financial statements of the Fund as of and for the year ended October 31, 2009, events and transactions subsequent to October 31, 2009 through December 23, 2009, the date the financial statements were issued, have been evaluated by the Fund’s management for possible adjustment and/or disclosure. Management has not identified any subsequent events requiring financial statement disclosure as of the date these financial statements were issued.

14

Eaton Vance High Income Opportunities Fundas of October 31, 2009

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Trustees of Eaton Vance Mutual Funds
Trust and Shareholders of Eaton Vance High
Income Opportunities Fund:

We have audited the accompanying statement of assets and liabilities of Eaton Vance High Income Opportunities Fund (“the Fund”) (one of the funds constituting Eaton Vance Mutual Funds Trust) as of October 31, 2009, 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 financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the 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 financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Eaton Vance High Income Opportunities Fund as of October 31, 2009, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 23, 2009

15

Eaton Vance High Income Opportunities Fundas of October 31, 2009

FEDERAL TAX INFORMATION (Unaudited)

The Form 1099-DIV you receive in January 2010 will show the tax status of all distributions paid to your account in calendar year 2009. Shareholders are advised to consult their own tax adviser with respect to the tax consequences of their investment in the Fund. As required by the Internal Revenue Code regulations, shareholders must be notified within 60 days of the Fund’s fiscal year end regarding the status of qualified dividend income for individuals.

Qualified Dividend Income. The Fund designates approximately $209,264 or up to the maximum amount of such dividends allowable pursuant to the Internal Revenue Code, as qualified dividend income eligible for the reduced tax rate of 15%.

16

High Income Opportunities Portfolioas of October 31, 2009

PORTFOLIO OF INVESTMENTS

Senior Floating-Rate Interests — 7.7%(1)
	Principal
	Amount
Security	(000’s omitted)		Value
Aerospace — 0.1%
Hawker Beechcraft Acquisition, Term Loan, 2.26%, Maturing 3/26/14	$	1,097	$	871,854
Hawker Beechcraft Acquisition, Term Loan, 2.28%, Maturing 3/26/14		65		51,589
			$	923,443
Automotive & Auto Parts — 1.0%
EPD Holdings, (Goodyear Engineering Products), Term Loan - Second Lien, 6.00%, Maturing 7/13/15	$	2,560	$	1,561,600
Ford Motor Co., Revolving Loan, Maturing 12/15/13(2)		1,100		1,000,450
Ford Motor Co., Term Loan, 3.29%, Maturing 12/16/13		4,726		4,224,103
			$	6,786,153
Broadcasting — 0.7%
HIT Entertainment, Inc., Term Loan - Second Lien, 5.98%, Maturing 2/5/13	$	9,180	$	4,980,150
			$	4,980,150
Building Materials — 0.4%
Panolam Industries Holdings, Inc., Term Loan, 5.00%, Maturing 9/30/12	$	3,580	$	3,230,950
			$	3,230,950
Capital Goods — 0.1%
Dresser, Inc., Term Loan - Second Lien, 6.00%, Maturing 5/4/15	$	1,080	$	982,800
			$	982,800
Consumer Products — 0.2%
Amscan Holdings, Inc., Term Loan, 2.65%, Maturing 5/25/13	$	1,511	$	1,372,718
			$	1,372,718
Electronics / Electrical — 0.3%
Freescale Semiconductor, Inc., Term Loan, 2.00%, Maturing 11/29/13	$	2,508	$	2,044,338
			$	2,044,338
Food & Drug Retail — 0.8%
Rite Aid Corp., Term Loan, 9.50%, Maturing 6/10/15	$	2,860	$	2,964,868
Warner Chilcott Corp., Term Loan, Maturing 10/30/14(2)		820		822,967
Warner Chilcott Corp., Term Loan, Maturing 4/30/15(2)		902		905,263
Warner Chilcott Corp., Term Loan, Maturing 4/30/15(2)		410		411,483
Warner Chilcott Corp., Term Loan, Maturing 4/30/15(2)		287		288,038
			$	5,392,619
Food / Beverage / Tobacco — 0.3%
Dole Food Company, Inc., Term Loan, 7.78%, Maturing 4/12/13	$	271	$	274,349
Dole Food Company, Inc., Term Loan, 8.00%, Maturing 4/12/13		473		478,348
Dole Food Company, Inc., Term Loan, 8.00%, Maturing 4/12/13		1,698		1,718,073
			$	2,470,770
Gaming — 0.7%
BLB Worldwide Holdings, Term Loan - Second Lien, 0.00%, Maturing 7/18/12(3)	$	5,410	$	365,175
Cannery Casino Resorts, LLC, Term Loan - Second Lien, 4.50%, Maturing 5/16/14		1,580		1,149,450
Great Lakes Entertainment, Term Loan, 9.00%, Maturing 8/15/12		3,460		3,338,609
			$	4,853,234
Health Care — 0.6%
IASIS Healthcare, (PIK), Term Loan, 5.53%, Maturing 6/13/14	$	2,051	$	1,835,948
Viant Holdings, Inc., Term Loan, 2.54%, Maturing 6/25/14		2,553		2,489,516
			$	4,325,464
Insurance — 0.3%
HUB International, Ltd., Term Loan, Maturing 6/12/14(2)	$	1,870	$	1,836,106
			$	1,836,106

See notes to financial statements

17

High Income Opportunities Portfolioas of October 31, 2009

PORTFOLIO OF INVESTMENTS CONT’D

	Principal
	Amount
Security	(000’s omitted)		Value
Services — 1.3%
Neff Rental, Inc., Term Loan - Second Lien, 3.78%, Maturing 11/20/14	$	1,310	$	275,100
Rental Service Corp., Term Loan - Second Lien, 3.82%, Maturing 11/30/13		3,064		2,780,860
Travelport, LLC, Term Loan, 2.78%, Maturing 8/23/13		466		425,277
Travelport, LLC, Term Loan, 2.78%, Maturing 8/23/13		2,615		2,386,598
Travelport, LLC, Term Loan, 2.78%, Maturing 8/23/13		465		423,902
Travelport, LLC, Term Loan, 10.50%, Maturing 8/23/13		2,643		2,687,432
			$	8,979,169
Steel — 0.2%
RathGibson, Inc., DIP Loan, 10.70%, Maturing 2/10/10	$	1,612	$	1,612,308
			$	1,612,308
Transportation Ex Air / Rail — 0.1%
CEVA Group, PLC, Term Loan, 3.25%, Maturing 6/29/15	$	745	$	628,566
CEVA Group, PLC, Term Loan, 3.28%, Maturing 8/2/15		250		207,842
			$	836,408
Utilities — 0.6%
TXU Texas Competitive Electric Holdings Co., LLC, Term Loan, 3.74%, Maturing 10/10/14	$	5,521	$	4,291,843
			$	4,291,843
Total Senior Floating-Rate Interests
(identified cost $62,202,989)			$	54,918,473
Corporate Bonds & Notes — 87.5%
	Principal
	Amount
Security	(000’s omitted)		Value
Aerospace — 0.4%
Alion Science and Technologies Corp., 10.25%, 2/1/15	$	1,625	$	1,153,750
Hawker Beechcraft Acquisition, 9.75%, 4/1/17		1,460		981,850
Spirit AeroSystems, Inc., 7.50%, 10/1/17(4)		635		633,413
			$	2,769,013
Air Transportation — 0.1%
Continental Airlines, 7.033%, 6/15/11	$	1,026	$	923,230
			$	923,230
Automotive & Auto Parts — 4.6%
Affinia Group, Inc., Sr. Notes, 10.75%, 8/15/16(4)	$	525	$	578,813
Allison Transmission, Inc., 11.00%, 11/1/15(4)		355		363,875
Allison Transmission, Inc., (PIK), 11.25%, 11/1/15(4)		3,510		3,295,012
Altra Industrial Motion, Inc., 9.00%, 12/1/11		3,660		3,756,075
Commercial Vehicle Group, Inc., Sr. Notes, 8.00%, 7/1/13		1,660		954,500
Ford Motor Credit Co., Sr. Notes, 7.50%, 8/1/12		3,645		3,551,852
Ford Motor Credit Co., Sr. Notes, 7.80%, 6/1/12		2,560		2,508,106
Ford Motor Credit Co., Sr. Notes, 8.00%, 12/15/16		4,890		4,730,053
Ford Motor Credit Co., Sr. Notes, 9.875%, 8/10/11		2,530		2,588,911
Ford Motor Credit Co., Sr. Notes, 12.00%, 5/15/15		1,305		1,471,157
Goodyear Tire & Rubber Co. (The), Sr. Notes, 10.50%, 5/15/16		3,770		4,099,875
Navistar International Corp., Sr. Notes, 8.25%, 11/1/21		3,200		3,140,000
United Components, Inc., Sr. Sub. Notes, 9.375%, 6/15/13		1,670		1,590,675
			$	32,628,904
Banks and Thrifts — 0.6%
General Motors Acceptance Corp., 6.875%, 9/15/11(4)	$	571	$	553,870
General Motors Acceptance Corp., 8.00%, 11/1/31(4)		4,005		3,464,325
			$	4,018,195
Broadcasting — 1.4%
Cequel Communications Holdings, LLC, 8.625%, 11/15/17(4)	$	2,020	$	1,991,909
Rainbow National Services, LLC, Sr. Sub. Notes., 10.375%, 9/1/14(4)		1,675		1,767,125

See notes to financial statements

18

High Income Opportunities Portfolioas of October 31, 2009

PORTFOLIO OF INVESTMENTS CONT’D

	Principal
	Amount
Security	(000’s omitted)		Value
Broadcasting (continued)
Sirius XM Radio, Inc., Sr. Notes, 9.75%, 9/1/15(4)	$	1,305	$	1,337,625
XM Satellite Radio Holdings, Inc., Sr. Notes, 11.25%, 6/15/13(4)		2,120		2,236,600
XM Satellite Radio Holdings, Inc., Sr. Notes, 13.00%, 8/1/13(4)		2,515		2,515,000
			$	9,848,259
Building Materials — 0.5%
Interface, Inc., Sr. Notes, 11.375%, 11/1/13(4)	$	640	$	694,400
Interface, Inc., Sr. Sub. Notes, 9.50%, 2/1/14		745		735,688
Panolam Industries International, Sr. Sub. Notes, 10.75%, 10/1/13(3)		5,230		1,699,750
USG Corp., 9.75%, 8/1/14(4)		670		706,850
			$	3,836,688
Cable / Satellite TV — 1.7%
CCO Holdings, LLC/CCO Capital Corp., Sr. Notes, 8.75%, 11/15/13(3)	$	3,465	$	3,802,837
Charter Communications, Inc., Sr. Notes, 10.375%, 4/30/14(3)(4)		310		316,975
Charter Communications, Inc., Sr. Notes, 12.875%, 9/15/14(3)(4)		2,340		2,597,400
Kabel Deutschland GmbH, 10.625%, 7/1/14		2,835		3,001,556
Virgin Media Finance PLC, 9.50%, 8/15/16		2,005		2,130,313
			$	11,849,081
Capital Goods — 1.7%
American Railcar Industry, Sr. Notes, 7.50%, 3/1/14	$	1,620	$	1,482,300
Chart Industries, Inc., Sr. Sub. Notes, 9.125%, 10/15/15		2,370		2,370,000
ESCO Corp., Sr. Notes, 8.625%, 12/15/13(4)		1,720		1,707,100
RBS Global & Rexnord Corp., 9.50%, 8/1/14(4)		1,947		1,937,265
RBS Global & Rexnord Corp., 11.75%, 8/1/16		1,870		1,823,250
Terex Corp., Sr. Notes, 10.875%, 6/1/16		2,555		2,772,175
			$	12,092,090
Chemicals — 2.8%
Ashland, Inc., 9.125%, 6/1/17(4)	$	1,945	$	2,105,463
CII Carbon, LLC, 11.125%, 11/15/15(4)		1,665		1,648,350
Dow Chemical Co. (The), 8.55%, 5/15/19		4,135		4,728,513
INEOS Group Holdings PLC, Sr. Sub. Notes, 8.50%, 2/15/16(4)		4,115		2,324,975
Nova Chemicals Corp., Sr. Notes, 8.375%, 11/1/16(4)		1,610		1,626,100
Reichhold Industries, Inc., Sr. Notes, 9.00%, 8/15/14(4)		5,520		4,498,800
Solutia, Inc., 8.75%, 11/1/17		1,420		1,476,800
Terra Capital, Inc., Sr. Notes, 7.75%, 11/1/19(4)		1,555		1,570,550
			$	19,979,551
Consumer Products — 1.5%
ACCO Brands Corp., 7.625%, 8/15/15	$	1,190	$	1,082,900
ACCO Brands Corp., Sr. Notes, 10.625%, 3/15/15(4)		1,920		2,064,000
Amscan Holdings, Inc., Sr. Sub. Notes, 8.75%, 5/1/14		5,960		5,662,000
Sealy Mattress Co., 8.25%, 6/15/14		1,195		1,165,125
Sealy Mattress Co., Sr. Notes, 10.875%, 4/15/16(4)		400		450,000
			$	10,424,025
Containers — 1.3%
Intertape Polymer US, Inc., Sr. Sub. Notes, 8.50%, 8/1/14	$	3,855	$	3,026,175
Pliant Corp., Sr. Notes, 11.625%, 6/15/10(3)		5,524		4,875,244
Solo Cup Co., Sr. Notes, 10.50%, 11/1/13(4)		1,295		1,379,175
			$	9,280,594
Diversified Financial Services — 0.2%
Cantor Fitzgerald, LP, 7.875%, 10/15/19(4)	$	1,600	$	1,613,872
			$	1,613,872
Diversified Media — 3.8%
Affinion Group, Inc., 10.125%, 10/15/13	$	1,125	$	1,158,750
Affinion Group, Inc., 11.50%, 10/15/15		2,490		2,614,500
Catalina Marketing Corp., 11.625%, 10/1/17(4)		2,965		3,016,887
Catalina Marketing Corp., (PIK), 10.50%, 10/1/15(4)		510		518,925
Interpublic Group Cos., Inc., 10.00%, 7/15/17		2,570		2,775,600
LBI Media, Inc., Sr. Disc. Notes, 11.00%, 10/15/13		2,760		1,756,050
LBI Media, Inc., Sr. Sub. Notes, 8.50%, 8/1/17(4)		3,950		2,789,688
MDC Partners, Inc., 11.00%, 11/1/16(4)		2,200		2,213,750
Nielsen Finance, LLC, 10.00%, 8/1/14		3,630		3,757,050
Nielsen Finance, LLC, 11.50%, 5/1/16		1,870		1,996,225

See notes to financial statements

19

High Income Opportunities Portfolioas of October 31, 2009

PORTFOLIO OF INVESTMENTS CONT’D

	Principal
	Amount
Security	(000’s omitted)		Value
Diversified Media (continued)
Nielsen Finance, LLC, 12.50%, (0.00% until 8/1/11), 8/1/16	$	1,520	$	1,324,300
Nielsen Finance, LLC, Sr. Notes, 11.625%, 2/1/14		220		235,950
Warner Music Group Acquisition Corp., Sr. Notes, 9.50%, 6/15/16(4)		2,935		3,147,787
			$	27,305,462
Energy — 8.2%
Allis-Chalmers Energy, Inc., Sr. Notes, 9.00%, 1/15/14	$	2,105	$	1,789,250
Berry Petroleum Co., Sr. Notes, 10.25%, 6/1/14		1,905		2,047,875
Bill Barrett Corp., 9.875%, 7/15/16		385		410,025
Clayton Williams Energy, Inc., 7.75%, 8/1/13		2,600		2,275,000
Compton Pet Finance Corp., 7.625%, 12/1/13		2,545		1,889,663
Denbury Resources, Inc., Sr. Sub. Notes, 9.75%, 3/1/16		3,050		3,286,375
El Paso Corp., Sr. Notes, 9.625%, 5/15/12		2,880		3,009,470
Forbes Energy Services, Sr. Notes, 11.00%, 2/15/15		4,040		3,403,700
Holly Corp., 9.875%, 6/15/17(4)		3,025		3,146,000
OPTI Canada, Inc., Sr. Notes, 7.875%, 12/15/14		1,915		1,503,275
OPTI Canada, Inc., Sr. Notes, 8.25%, 12/15/14		2,060		1,627,400
Petroleum Development Corp., Sr. Notes, 12.00%, 2/15/18		1,570		1,573,925
Petroplus Finance, Ltd., 6.75%, 5/1/14(4)		200		188,000
Petroplus Finance, Ltd., 7.00%, 5/1/17(4)		3,755		3,417,050
Petroplus Finance, Ltd., Sr. Notes, 9.375%, 9/15/19(4)		3,235		3,259,262
Quicksilver Resources, Inc., 7.125%, 4/1/16		4,300		3,880,750
Quicksilver Resources, Inc., Sr. Notes, 11.75%, 1/1/16		2,720		3,032,800
SandRidge Energy, Inc., Sr. Notes, 8.00%, 6/1/18(4)		1,805		1,795,975
SandRidge Energy, Inc., Sr. Notes, (PIK), 8.625%, 4/1/15		4,240		4,324,800
SemGroup, L.P., Sr. Notes, 8.75%, 11/15/15(3)(4)		6,330		411,450
SESI, LLC, Sr. Notes, 6.875%, 6/1/14		700		686,000
Stewart & Stevenson, LLC, Sr. Notes, 10.00%, 7/15/14		2,800		2,590,000
Tesoro Corp., 9.75%, 6/1/19		650		671,125
United Refining Co., Sr. Notes, 10.50%, 8/15/12		9,420		8,148,300
			$	58,367,470
Entertainment / Film — 1.5%
AMC Entertainment, Inc., 11.00%, 2/1/16	$	10,255	$	10,819,025
			$	10,819,025
Environmental — 0.9%
Casella Waste Systems, Inc., Sr. Notes, 11.00%, 7/15/14(4)	$	650	$	697,125
Clean Harbors, Inc., Sr. Notes, 7.625%, 8/15/16(4)		900		927,000
Waste Services, Inc., Sr. Sub. Notes, 9.50%, 4/15/14		4,915		4,964,150
			$	6,588,275
Food & Drug Retail — 0.4%
Duane Reade, Inc., Sr. Notes, 11.75%, 8/1/15(4)	$	390	$	417,300
Supervalu, Inc., Sr. Notes, 8.00%, 5/1/16		2,110		2,157,475
			$	2,574,775
Food / Beverage / Tobacco — 2.3%
ASG Consolidated, LLC/ASG Finance, Inc., Sr. Disc. Notes, 11.50%, 11/1/11	$	6,585	$	6,469,762
Dole Foods Co., 13.875%, 3/15/14(4)		2,585		3,037,375
Smithfield Foods, Inc., Sr. Notes, 7.00%, 8/1/11		4,535		4,398,950
Smithfield Foods, Inc., Sr. Notes, 10.00%, 7/15/14(4)		2,015		2,125,825
			$	16,031,912
Gaming — 6.3%
Buffalo Thunder Development Authority, 9.375%, 12/15/14(3)(4)	$	5,755	$	1,093,450
CCM Merger, Inc., 8.00%, 8/1/13(4)		3,635		2,998,875
Chukchansi EDA, Sr. Notes, Variable Rate, 4.913%, 11/15/12(4)		595		371,875
Eldorado Casino Shreveport, 10.00%, 8/1/12(5)		705		621,378
Fontainebleau Las Vegas Casino, LLC, 11.00%, 6/15/15(3)(4)		9,480		379,200
Galaxy Entertainment Finance, 9.875%, 12/15/12(4)		3,970		3,910,450
Galaxy Entertainment Finance, Variable Rate, 6.218%, 12/15/10(4)		265		261,025
Greektown Holdings, LLC, Sr. Notes, 10.75%, 12/1/13(3)(4)		1,180		241,900
Harrah’s Operating Co., Inc., Sr. Notes, 11.25%, 6/1/17(4)		1,755		1,798,875
Harrah’s Operating Escrow Corp., Sr. Notes, 11.25%, 6/1/17(4)		1,560		1,599,000

See notes to financial statements

20

High Income Opportunities Portfolioas of October 31, 2009

PORTFOLIO OF INVESTMENTS CONT’D

	Principal
	Amount
Security	(000’s omitted)		Value
Gaming (continued)
Indianapolis Downs, LLC & Capital Corp., Sr. Notes, 11.00%, 11/1/12(4)	$	1,980	$	1,277,100
Inn of the Mountain Gods, Sr. Notes, 12.00%, 11/15/10(3)		3,615		1,455,038
Majestic HoldCo, LLC, 12.50%, 10/15/11(3)(4)		1,620		1,944
MGM Mirage, Inc., Sr. Notes, 10.375%, 5/15/14(4)		1,305		1,396,350
MGM Mirage, Inc., Sr. Notes, 11.125%, 11/15/17(4)		1,350		1,491,750
Mohegan Tribal Gaming Authority, Sr. Sub. Notes, 6.875%, 2/15/15		2,930		1,948,450
Mohegan Tribal Gaming Authority, Sr. Sub. Notes, 7.125%, 8/15/14		2,760		1,945,800
Mohegan Tribal Gaming Authority, Sr. Sub. Notes, 8.00%, 4/1/12		3,250		2,778,750
Mohegan Tribal Gaming Authority, Sr. Sub. Notes, 8.375%, 7/1/11		1,000		906,505
Mohegan Tribal Gaming Authority, Sr. Sub. Notes, 11.50%, 11/1/17(4)		1,620		1,591,650
MTR Gaming Group, Inc., 12.625%, 7/15/14(4)		2,055		2,024,175
Peninsula Gaming, LLC, 8.375%, 8/15/15(4)		390		389,025
Peninsula Gaming, LLC, 10.75%, 8/15/17(4)		1,760		1,755,600
Pinnacle Entertainment, Inc., Sr. Sub. Notes, 7.50%, 6/15/15		1,235		1,117,675
Pokagon Gaming Authority, Sr. Notes, 10.375%, 6/15/14(4)		1,184		1,231,360
San Pasqual Casino, 8.00%, 9/15/13(4)		1,335		1,274,925
Seminole Hard Rock Entertainment, Variable Rate, 2.799%, 3/15/14(4)		2,190		1,773,900
Tunica-Biloxi Gaming Authority, Sr. Notes, 9.00%, 11/15/15(4)		3,605		3,262,525
Waterford Gaming, LLC, Sr. Notes, 8.625%, 9/15/14(4)		4,925		3,931,135
			$	44,829,685
Health Care — 7.0%
Accellent, Inc., 10.50%, 12/1/13	$	2,465	$	2,428,025
AMR HoldCo, Inc./EmCare HoldCo, Inc., Sr. Sub. Notes, 10.00%, 2/15/15		4,860		5,127,300
Apria Healthcare Group, Inc., Sr. Notes, 12.375%, 11/1/14(4)		320		349,600
Biomet, Inc., 11.625%, 10/15/17		6,975		7,681,219
Biomet, Inc., (PIK), 10.375%, 10/15/17		640		692,000
DJO Finance, LLC/DJO Finance Corp., 10.875%, 11/15/14		3,465		3,629,587
Fresenius US Finance II, Inc., Sr. Notes, 9.00%, 7/15/15(4)		995		1,099,475
HCA, Inc., 9.875%, 2/15/17(4)		2,195		2,370,600
Inverness Medical Innovations, Inc., Sr. Sub. Notes, 9.00%, 5/15/16		3,230		3,286,525
MultiPlan, Inc., Sr. Sub. Notes, 10.375%, 4/15/16(4)		5,535		5,341,275
National Mentor Holdings, Inc., 11.25%, 7/1/14		3,670		3,660,825
Res-Care, Inc., Sr. Notes, 7.75%, 10/15/13		2,370		2,358,150
Rural/Metro Corp., 9.875%, 3/15/15		870		876,525
Rural/Metro Corp., Sr. Disc. Notes, 12.75%, (0.00% until 3/15/10), 3/15/16		2,070		2,070,000
Talecris Biotherapeutics Holdings Corp., Sr. Notes, 7.75%, 11/15/16(4)		2,800		2,849,000
US Oncology, Inc., 10.75%, 8/15/14		1,655		1,737,750
US Oncology, Inc., Sr. Notes, 9.125%, 8/15/17(4)		2,040		2,162,400
Valeant Pharmaceuticals International, 8.375%, 6/15/16(4)		1,375		1,412,813
Viant Holdings, Inc., 10.125%, 7/15/17(4)		440		420,200
			$	49,553,269
Homebuilders / Real Estate — 0.3%
CB Richard Ellis Service, Inc., Sr. Sub. Notes, 11.625%, 6/15/17	$	1,990	$	2,176,563
			$	2,176,563
Insurance — 0.5%
Alliant Holdings I, Inc., 11.00%, 5/1/15(4)	$	1,795	$	1,759,100
HUB International Holdings, Inc., Sr. Notes, 9.00%, 12/15/14(4)		670		643,200
U.S.I. Holdings Corp., Sr. Notes, Variable Rate, 4.315%, 11/15/14(4)		1,200		996,000
			$	3,398,300
Leisure — 2.0%
HRP Myrtle Beach Operations, LLC/HRP Myrtle Beach Capital Corp., 12.50%, 4/1/13(3)(4)(5)	$	2,315	$	0
HRP Myrtle Beach Operations, LLC/HRP Myrtle Beach Capital Corp., Variable Rate, 0.00%, 4/1/12(3)(4)(5)		3,985		0
HRP Myrtle Beach Operations, LLC/HRP Myrtle Beach Capital Corp., Sr. Notes, (PIK), 14.50%, 4/1/14(3)(4)(5)		3,274		0
Royal Caribbean Cruises, Sr. Notes, 6.875%, 12/1/13		858		816,769
Royal Caribbean Cruises, Sr. Notes, 7.00%, 6/15/13		1,750		1,697,500
Royal Caribbean Cruises, Sr. Notes, 7.25%, 6/15/16		535		500,225

See notes to financial statements

21

High Income Opportunities Portfolioas of October 31, 2009

PORTFOLIO OF INVESTMENTS CONT’D

	Principal
	Amount
Security	(000’s omitted)		Value
Leisure (continued)
Royal Caribbean Cruises, Sr. Notes, 7.25%, 3/15/18	$	1,355	$	1,239,825
Royal Caribbean Cruises, Sr. Notes, 8.75%, 2/2/11		255		258,825
Universal City Florida Holdings, Sr. Notes, 8.375%, 5/1/10		885		889,425
Universal City Florida Holdings, Sr. Notes, Variable Rate, 5.233%, 5/1/10		8,465		8,507,325
			$	13,909,894
Metals / Mining — 3.3%
Arch Coal, Inc., Sr. Notes, 8.75%, 8/1/16(4)	$	765	$	787,950
FMG Finance PTY, Ltd., 10.625%, 9/1/16(4)		5,820		6,416,550
Murray Energy Corp., Sr. Notes, 10.25%, 10/15/15(4)		3,865		3,845,675
Novelis, Inc./GA, Sr. Notes, 11.50%, 2/15/15(4)		785		820,325
Teck Resources, Ltd., Sr. Notes, 9.75%, 5/15/14		2,555		2,880,762
Teck Resources, Ltd., Sr. Notes, 10.25%, 5/15/16		1,915		2,216,613
Teck Resources, Ltd., Sr. Notes, 10.75%, 5/15/19		5,805		6,791,850
			$	23,759,725
Paper — 4.5%
Boise Paper Holdings, LLC, Sr. Notes, 9.00%, 11/1/17(4)	$	1,825	$	1,852,375
Domtar Corp., Sr. Notes, 10.75%, 6/1/17		2,680		3,088,700
International Paper Co., 7.95%, 6/15/18		2,320		2,590,046
International Paper Co., 9.375%, 5/15/19		7,525		9,124,710
International Paper Co., Sr. Notes, 7.50%, 8/15/21		890		976,577
Jefferson Smurfit Corp., Sr. Notes, 7.50%, 6/1/13(3)		887		696,295
Jefferson Smurfit Corp., Sr. Notes, 8.25%, 10/1/12(3)		1,225		949,375
NewPage Corp., 10.00%, 5/1/12		1,190		785,400
NewPage Corp., Sr. Notes, 11.375%, 12/31/14(4)		7,900		7,919,750
Smurfit-Stone Container Corp., Sr. Notes, 8.00%, 3/15/17(3)		3,000		2,325,000
Smurfit-Stone Container Corp., Sr. Notes, 8.375%, 7/1/12(3)		605		476,437
Verso Paper Holdings, LLC/Verso Paper, Inc., 11.375%, 8/1/16		1,820		1,192,100
Verso Paper Holdings, LLC/Verso Paper, Inc., Sr. Notes, Variable Rate, 4.233%, 8/1/14		245		161,700
			$	32,138,465
Publishing / Printing — 0.1%
Dex Media West/Finance, Series B, 9.875%, 8/15/13(3)	$	1,835	$	371,588
Local Insight Regatta Holdings, Inc., 11.00%, 12/1/17		695		344,025
Reader’s Digest Association, Inc. (The), Sr. Sub. Notes, 9.00%, 2/15/17(3)		5,520		82,800
			$	798,413
Railroad — 0.2%
Kansas City Southern Mexico, Sr. Notes, 7.375%, 6/1/14	$	1,150	$	1,092,500
Kansas City Southern Mexico, Sr. Notes, 7.625%, 12/1/13		650		627,250
			$	1,719,750
Restaurants — 1.0%
El Pollo Loco, Inc., 11.75%, 11/15/13	$	3,175	$	2,936,875
NPC International, Inc., Sr. Sub. Notes, 9.50%, 5/1/14		4,375		4,342,187
			$	7,279,062
Services — 4.9%
Education Management, LLC, Sr. Sub. Notes, 10.25%, 6/1/16	$	998	$	1,092,810
GEO Group, Inc. (The), 7.75%, 10/15/17(4)		265		270,300
Hertz Corp., 8.875%, 1/1/14		255		259,463
Hertz Corp., 10.50%, 1/1/16		350		366,625
Laureate Education, Inc., 10.00%, 8/15/15(4)		6,040		5,919,200
Laureate Education, Inc., 11.75%, 8/15/17(4)		3,930		3,841,575
Laureate Education, Inc., (PIK), 10.25%, 8/15/15(4)		7,770		7,026,153
MediMedia USA, Inc., Sr. Sub. Notes, 11.375%, 11/15/14(4)		2,575		1,918,375
Muzak, LLC/Muzak Finance, Sr. Notes, 10.00%, 2/15/09(9)		2,640		1,135,200
Rental Service Corp., 9.50%, 12/1/14		2,220		2,203,350
RSC Equipment Rental, Inc., Sr. Notes, 10.00%, 7/15/17(4)		3,015		3,286,350
Ticketmaster Entertainment, Inc., 10.75%, 8/1/16		2,340		2,421,900
United Rentals North America, Inc., 10.875%, 6/15/16(4)		2,345		2,556,050
West Corp., 9.50%, 10/15/14		2,480		2,492,400
			$	34,789,751

See notes to financial statements

22

High Income Opportunities Portfolioas of October 31, 2009

PORTFOLIO OF INVESTMENTS CONT’D

	Principal
	Amount
Security	(000’s omitted)		Value
Steel — 0.3%
RathGibson, Inc., Sr. Notes, 11.25%, 2/15/14(3)	$	5,225	$	1,920,188
			$	1,920,188
Super Retail — 8.8%
General Nutrition Center, Sr. Notes, (PIK), Variable Rate, 5.178%, 3/15/14	$	7,445	$	6,663,275
General Nutrition Center, Sr. Sub. Notes, 10.75%, 3/15/15		5,070		5,133,375
Limited Brands, Inc., Sr. Notes, 8.50%, 6/15/19(4)		3,745		3,950,975
Neiman Marcus Group, Inc., 9.00%, 10/15/15		7,064		6,258,596
Neiman Marcus Group, Inc., 10.375%, 10/15/15		5,100		4,513,500
Sally Holdings, LLC, Sr. Notes, 10.50%, 11/15/16		5,840		6,219,600
Sonic Automotive, Inc., 5.00%, 10/1/29		2,200		2,172,500
Toys “R” Us, 7.375%, 10/15/18		260		232,700
Toys “R” Us, 7.625%, 8/1/11		6,140		6,170,700
Toys “R” Us, 7.875%, 4/15/13		4,705		4,599,137
Toys “R” Us, 10.75%, 7/15/17(4)		3,945		4,300,050
United Auto Group, Inc., 7.75%, 12/15/16		2,000		1,940,000
Yankee Acquisition Corp., 8.50%, 2/15/15		5,876		5,640,960
Yankee Acquisition Corp., 9.75%, 2/15/17		4,950		4,690,125
			$	62,485,493
Technology — 3.5%
Amkor Technologies, Inc., Sr. Notes, 9.25%, 6/1/16	$	4,295	$	4,509,750
Avago Technologies Finance, 11.875%, 12/1/15		2,925		3,217,500
Avaya, Inc., Sr. Notes, 9.75%, 11/1/15(4)		2,930		2,827,450
Avaya, Inc., Sr. Notes, 10.125%, 11/1/15(4)		4,545		3,905,882
Ceridian Corp., Sr. Notes, 11.25%, 11/15/15		3,585		3,468,488
Jabil Circuit, Inc., Sr. Notes, 7.75%, 7/15/16		310		323,175
SunGard Data Systems, Inc., Sr. Notes, 10.625%, 5/15/15(4)		6,375		6,900,937
			$	25,153,182
Telecommunications — 6.6%
Digicel Group, Ltd., Sr. Notes, 9.125%, 1/15/15(4)	$	9,812	$	9,468,580
Digicel Group, Ltd., Sr. Notes, 9.25%, 9/1/12(4)		3,795		3,870,900
Digicel Group, Ltd., Sr. Notes, 12.00%, 4/1/14(4)		1,195		1,353,338
Intelsat Bermuda, Ltd., 11.25%, 6/15/16		3,050		3,263,500
Intelsat Corp., 9.25%, 8/15/14		1,385		1,416,162
Intelsat Jackson Holdings, Ltd., 9.50%, 6/15/16		4,003		4,223,165
Intelsat Subsidiary Holdings Co., Ltd., 8.875%, 1/15/15		660		669,075
Intelsat Subsidiary Holdings Co., Ltd., 8.875%, 1/15/15(4)		865		872,569
NII Capital Corp., 10.00%, 8/15/16(4)		2,740		2,904,400
SBA Telecommunications, Inc., 8.00%, 8/15/16(4)		1,145		1,190,800
SBA Telecommunications, Inc., 8.25%, 8/15/19(4)		765		803,250
Sprint Capital Corp., 6.875%, 11/15/28		1,115		841,825
Telesat Canada/Telesat, LLC, Sr. Notes, 11.00%, 11/1/15		7,770		8,469,300
Telesat Canada/Telesat, LLC, Sr. Sub. Notes, 12.50%, 11/1/17		4,060		4,471,075
Wind Acquisition Finance SA, Sr. Notes, 11.75%, 7/15/17(4)		3,060		3,473,100
			$	47,291,039
Textiles / Apparel — 1.3%
Levi Strauss & Co., Sr. Notes, 8.875%, 4/1/16	$	265	$	271,625
Levi Strauss & Co., Sr. Notes, 9.75%, 1/15/15		810		850,500
Oxford Industries, Inc., Sr. Notes, 11.375%, 7/15/15		1,945		2,100,600
Perry Ellis International, Inc., Sr. Sub. Notes, 8.875%, 9/15/13		3,710		3,607,975
Quiksilver, Inc., 6.875%, 4/15/15		2,700		2,099,250
			$	8,929,950
Transportation Ex Air / Rail — 0.6%
CEVA Group, PLC, Sr. Notes, 10.00%, 9/1/14(4)	$	3,825	$	3,595,500
CEVA Group, PLC, Sr. Notes, 11.625%, 10/1/16(4)		880		897,600
			$	4,493,100
Utilities — 2.4%
AES Eastern Energy, Series 99-A, 9.00%, 1/2/17	$	2,102	$	2,060,074
Calpine Construction Finance Co., Sr. Notes, 8.00%, 6/1/16(4)		3,315		3,381,300
Dynegy Holdings, Inc., Sr. Notes, 8.375%, 5/1/16		570		534,375
Edison Mission Energy, Sr. Notes, 7.00%, 5/15/17		575		467,187
Edison Mission Energy, Sr. Notes, 7.20%, 5/15/19		790		633,975
NGC Corp., 7.625%, 10/15/26		3,205		2,195,425

See notes to financial statements

23

High Income Opportunities Portfolioas of October 31, 2009

PORTFOLIO OF INVESTMENTS CONT’D

	Principal
	Amount
Security	(000’s omitted)		Value
Utilities (continued)
NRG Energy, Inc., Sr. Notes, 7.375%, 2/1/16	$	7,135	$	7,108,244
Reliant Energy, Inc., Sr. Notes, 7.625%, 6/15/14		370		362,600
			$	16,743,180
Total Corporate Bonds & Notes
(identified cost $655,241,451)			$	622,319,430
Convertible Bonds — 1.5%
	Principal
	Amount
Security	(000’s omitted)		Value
Cable / Satellite TV — 1.1%
Virgin Media, Inc., 6.50%, 11/15/16(4)	$	7,310	$	7,766,875
			$	7,766,875
Health Care — 0.1%
LifePoint Hospitals, Inc., 3.25%, 8/15/25	$	525	$	472,500
			$	472,500
Services — 0.1%
Gaylord Entertainment Co., 3.75%, 10/1/14(4)	$	1,355	$	1,183,931
			$	1,183,931
Technology — 0.2%
Advanced Micro Devices, Inc., 6.00%, 5/1/15	$	1,660	$	1,215,950
			$	1,215,950
Total Convertible Bonds
(identified cost $7,630,025)			$	10,639,256
Common Stocks — 2.7%
Security	Shares		Value
Consumer Products — 0.0%
HF Holdings, Inc.(5)(6)		13,600	$	0
			$	0
Gaming — 0.0%
Fontainebleau Equity Holdings, Class A(5)(7)		148,726	$	1,487
Shreveport Gaming Holdings, Inc.(5)		4,858		87,444
			$	88,931
Services — 0.9%
Geo Group, Inc. (The)(6)		300,000	$	6,345,000
			$	6,345,000
Super Retail — 1.2%
GameStop Corp., Class A(6)		300,000	$	7,287,000
GNC Acquisition Holdings, Class A(5)(6)(7)		108,818		1,280,788
			$	8,567,788
Technology — 0.6%
Amkor Technology, Inc.(6)		800,000	$	4,408,000
			$	4,408,000
Total Common Stocks
(identified cost $22,467,669)			$	19,409,719
Convertible Preferred Stocks — 0.7%
Security	Shares		Value
Energy — 0.7%
Chesapeake Energy Corp., 4.50%		53,543	$	4,069,268
Chesapeake Energy Corp., 5.00%(4)		6,292		525,382
			$	4,594,650
Total Convertible Preferred Stocks
(identified cost $5,951,414)			$	4,594,650
Preferred Stocks — 0.0%
Security	Shares/Units		Value
Gaming — 0.0%
Fontainebleau Resorts LLC (PIK)(5)(7)		4,544	$	45
			$	45

See notes to financial statements

24

High Income Opportunities Portfolioas of October 31, 2009

PORTFOLIO OF INVESTMENTS CONT’D

Security	Shares/Units		Value
Super Retail — 0.0%
GNC Acquisition Holdings(5)(6)(7)		37,182	$	224,951
			$	224,951
Total Preferred Stocks
(identified cost $4,730,370)			$	224,996
Miscellaneous — 0.1%
Security	Shares		Value
Cable / Satellite TV — 0.1%
Adelphia, Inc., Escrow Certificate(6)		3,555,000	$	124,425
Adelphia, Inc., Escrow Certificate(6)		7,585,000		265,475
Adelphia Recovery Trust(6)		10,758,837		309,317
			$	699,217
Energy — 0.0%
VeraSun Energy Corp., Escrow Certificate(5)(6)		1,240,000	$	0
			$	0
Utilities — 0.0%
Mirant Corp., Escrow Certificate(5)(6)(7)		1,440,000	$	144
Mirant Corp., Escrow Certificate(5)(6)(7)		3,200,000		320
			$	464
Total Miscellaneous
(identified cost $9,900,030)			$	699,681
Warrants — 0.4%
Security	Shares		Value
Gaming — 0.4%
Peninsula Gaming LLC, Convertible Preferred Membership Interests(5)(6)(7)		25,351	$	2,466,672
			$	2,466,672
Total Warrants (identified cost $0)			$	2,466,672
Short-Term Investments — 0.0%
	Interest
Description	(000’s Omitted)		Value
Cash Management Portfolio, 0.00%(8)	$	11	$	10,506
Total Short-Term Investments
(identified cost $10,506)			$	10,506
Total Investments — 100.6%
(identified cost $768,134,454)			$	715,283,383
Other Assets — (0.6)%			$	(4,427,293	)
Net Assets — 100.0%			$	710,856,090

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

DIP - Debtor in Possession

PIK - Payment In Kind

(1)	Senior floating-rate interests (Senior Loans) often require prepayments from excess cash flows or permit the borrowers to repay at their election. The degree to which borrowers repay, whether as a contractual requirement or at their election, cannot be predicted with accuracy. As a result, the actual remaining maturity may be substantially less than the stated maturities shown. However, Senior Loans will have an expected average life of approximately two to four years. The stated interest rate represents the weighted average interest rate of all contracts within the senior loan facility and includes commitment fees on unfunded loan commitments, if any. Senior Loans typically have rates of interest which are redetermined either daily, monthly, quarterly or semi-annually by reference to a base lending rate, plus a premium. These base rates are primarily the London Interbank Offered Rate (“LIBOR”) and secondarily, the prime rate offered by one or more major United States banks (the “Prime Rate”) and the certificate of deposit (“CD”) rate or other base lending rates used by commercial lenders.
(2)	This Senior Loan will settle after October 31, 2009, at which time the interest rate will be determined.
(3)	Defaulted security. Currently the issuer is in default with respect to interest and/or principal payments.
(4)	Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be sold in transactions exempt from registration, normally to qualified institutional buyers. At October 31, 2009, the aggregate value of these securities is $240,181,440 or 33.8% of the Portfolio’s net assets.
(5)	Security valued at fair value using methods determined in good faith by or at the direction of the Trustees.
(6)	Non-income producing security.
(7)	Restricted security (see Note 5).
(8)	Affiliated investment company available to Eaton Vance portfolios and funds which invests in high quality, U.S. dollar denominated money market instruments. The rate shown is the annualized seven-day yield as of October 31, 2009.
(9)	Defaulted matured security.

See notes to financial statements

25

High Income Opportunities Portfolioas of October 31, 2009

FINANCIAL STATEMENTS

Statement of Assets and Liabilities

As of October 31, 2009
Assets
Unaffiliated investments, at value (identified cost, $768,123,948)	$	715,272,877
Affiliated investment, at value (identified cost, $10,506)		10,506
Cash		1,568,889
Restricted cash*		29,000
Interest and dividends receivable		17,463,850
Receivable for investments sold		6,605,735
Receivable for open swap contracts		735,289
Total assets	$	741,686,146
Liabilities
Demand note payable	$	18,300,000
Payable for investments purchased		11,343,097
Premium received on open swap contracts		616,716
Payable to affiliates:
Investment adviser fee		367,261
Trustees’ fees		2,088
Accrued expenses		200,894
Total liabilities	$	30,830,056
Net Assets applicable to investors’ interest in Portfolio	$	710,856,090
Sources of Net Assets
Net proceeds from capital contributions and withdrawals	$	762,971,872
Net unrealized depreciation		(52,115,782	)
Total	$	710,856,090

*  Represents restricted cash on deposit at the custodian as collateral for open swap contracts.

Statement of Operations

For the Year Ended
October 31, 2009
Investment Income
Interest and other income	$	65,548,462
Dividends		329,793
Interest income allocated from affiliated investment		17,867
Expenses allocated from affiliated investment		(12,178	)
Total investment income	$	65,883,944
Expenses
Investment adviser fee	$	3,779,934
Trustees’ fees and expenses		22,284
Custodian fee		241,800
Legal and accounting services		105,207
Interest expense and fees		97,481
Miscellaneous		28,800
Total expenses	$	4,275,506
Deduct —
Reduction of custodian fee	$	8
Total expense reductions	$	8
Net expenses	$	4,275,498
Net investment income	$	61,608,446
Realized and Unrealized Gain (Loss)
Net realized gain (loss) —
Investment transactions	$	(33,610,111	)
Swap contracts		(19,157,158	)
Foreign currency and forward foreign currency exchange contract transactions		77,718
Net realized loss	$	(52,689,551	)
Change in unrealized appreciation (depreciation) —
Investments	$	182,149,672
Swap contracts		8,217,540
Foreign currency and forward foreign currency exchange contracts		(41,814	)
Net change in unrealized appreciation (depreciation)	$	190,325,398
Net realized and unrealized gain	$	137,635,847
Net increase in net assets from operations	$	199,244,293

See notes to financial statements

26

High Income Opportunities Portfolioas of October 31, 2009

FINANCIAL STATEMENTS CONT’D

Statements of Changes in Net Assets

Increase (Decrease)	Year Ended			Year Ended
in Net Assets	October 31, 2009			October 31, 2008
From operations —
Net investment income	$	61,608,446		$	66,895,970
Net realized loss from investment transactions, swap contracts, and foreign currency and forward foreign currency exchange contract transactions		(52,689,551	)		(39,314,060	)
Net change in unrealized appreciation (depreciation) from investments, swap contracts, foreign currency and forward foreign currency exchange contracts		190,325,398			(233,768,789	)
Net increase (decrease) in net assets from operations	$	199,244,293		$	(206,186,879	)
Capital transactions —
Contributions	$	138,360,690		$	93,764,788
Withdrawals		(106,809,974	)		(279,784,438	)
Net increase (decrease) in net assets from capital transactions	$	31,550,716		$	(186,019,650	)
Net increase (decrease) in net assets	$	230,795,009		$	(392,206,529	)
Net Assets
At beginning of year	$	480,061,081		$	872,267,610
At end of year	$	710,856,090		$	480,061,081

See notes to financial statements

27

High Income Opportunities Portfolioas of October 31, 2009

FINANCIAL STATEMENTS CONT’D

Supplementary Data

	Year Ended October 31,
	2009			2008			2007			2006			2005
Ratios/Supplemental Data
Ratios (as a percentage of average daily net assets):
Expenses(1)		0.79	%		0.70	%		0.63	%		0.59	%		0.58	%
Net investment income		11.34	%		9.38	%		8.33	%		8.13	%		8.06	%
Portfolio Turnover		72	%		48	%		81	%		62	%		62	%
Total Return		38.97	%		(29.08	)%		6.54	%		11.66	%		6.54	%
Net assets, end of year (000’s omitted)	$	710,856		$	480,061		$	872,268		$	1,087,324		$	1,110,139

(1) Excludes the effect of custody fee credits, if any, of less than 0.005%.

See notes to financial statements

28

High Income Opportunities Portfolioas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS

1Significant Accounting Policies

High Income Opportunities Portfolio (the Portfolio) is a New York trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as a diversified, open-end management investment company. The Portfolio’s investment objective is to provide a high level of current income. The Declaration of Trust permits the Trustees to issue interests in the Portfolio. At October 31, 2009, Eaton Vance High Income Opportunities Fund, Eaton Vance Floating-Rate & High Income Fund, Eaton Vance Strategic Income Fund and Eaton Vance Medallion Strategic Income Fund held an interest of 60.5%, 8.8%, 18.4% and 2.1%, 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 source of authoritative accounting principles applied in the preparation of the Portfolio’s financial statements is the Financial Accounting Standards Board (FASB) Accounting Standards Codification (the Codification), which superseded existing non-Securities and Exchange Commission accounting and reporting standards for interim and annual reporting periods ending after September 15, 2009. The adoption of the Codification for the current reporting period did not impact the Portfolio’s application of generally accepted accounting principles.

AInvestment Valuation — Debt obligations (including short-term obligations with a remaining maturity of more than sixty days) will normally be valued on the basis of quotations provided by third party pricing services. The pricing services will use various techniques that consider factors including, but not limited to, reported trades or dealer quotations, prices or yields of securities with similar characteristics, benchmark yields, broker/dealer quotes, 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. Interests in senior floating-rate loans (Senior Loans) for which reliable market quotations are readily available are valued generally at the average mean of bid and ask quotations obtained from a third party pricing service. Other Senior Loans are valued at fair value by the investment adviser under procedures approved by the Trustees. In fair valuing a Senior Loan, the investment adviser utilizes one or more of the valuation techniques described in (i) through (iii) below to assess the likelihood that the borrower will make a full repayment of the loan underlying such Senior Loan relative to yields on other Senior Loans issued by companies of comparable credit quality. If the investment adviser believes that there is a reasonable likelihood of full repayment, the investment adviser will determine fair value using a matrix pricing approach that considers the yield on the Senior Loan. If the investment adviser believes there is not a reasonable likelihood of full repayment, the investment adviser will determine fair value using analyses that include, but are not limited to: (i) a comparison of the value of the borrower’s outstanding equity and debt to that of comparable public companies; (ii) a discounted cash flow analysis; or (iii) when the investment adviser believes it is likely that a borrower will be liquidated or sold, an analysis of the terms of such liquidation or sale. In certain cases, the investment adviser will use a combination of analytical methods to determine fair value, such as when only a portion of a borrower’s assets are likely to be sold. In conducting its assessment and analyses for purposes of determining fair value of a Senior Loan, the investment adviser will use its discretion and judgment in considering and appraising relevant factors. Fair value determinations are made by the portfolio managers of the Portfolio based on information available to such managers. The portfolio managers of other funds managed by the investment adviser that invest in Senior Loans may not possess the same information about a Senior Loan borrower as the portfolio managers of the Portfolio. At times, the fair value of a Senior Loan determined by the portfolio managers of other funds managed by the investment adviser that invest in Senior Loans may vary from the fair value of the same Senior Loan determined by the portfolio managers of the Portfolio. The fair value of each Senior Loan is periodically reviewed and approved by the investment adviser’s Valuation Committee and by the Trustees based upon procedures approved by the Trustees. Junior Loans are valued in the same manner as Senior Loans. 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. Credit default swaps are normally valued using valuations provided by a third party pricing service. The pricing services employ electronic data processing techniques to determine the present value based on credit spread quotations obtained from broker/dealers and expected default recovery rates determined by the pricing service using proprietary models. Foreign securities and currencies are valued in U.S. dollars, based on foreign currency exchange rate quotations supplied by

29

High Income Opportunities Portfolioas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

a third party pricing service. The pricing service uses a proprietary model to determine the exchange rate. Inputs to the model include reported trades and implied bid/ask spreads. 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.

The Portfolio may invest in Cash Management Portfolio (Cash Management), an affiliated investment company managed by Boston Management and Research (BMR), a subsidiary of Eaton Vance Management (EVM). Cash Management generally values its investment securities utilizing the amortized cost valuation technique permitted by Rule 2a-7 of the 1940 Act, pursuant to which Cash Management must comply with certain conditions. This technique involves initially valuing a portfolio security at its cost and thereafter assuming a constant amortization to maturity of any discount or premium. If amortized cost is determined not to approximate fair value, Cash Management may value its investment securities in the same manner as debt obligations described above.

BInvestment 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.

CIncome — Interest income is recorded on the basis of interest accrued, adjusted for amortization of premium or accretion of discount. Fees associated with loan amendments are recognized immediately. Dividend income is recorded on the ex-dividend date for dividends received in cash and/or securities.

DFederal 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 October 31, 2009, the Portfolio had no uncertain tax positions that would require financial statement recognition, de-recognition, or disclosure. Each of the Portfolio’s federal tax returns filed in the 3-year period ended October 31, 2009 remains subject to examination by the Internal Revenue Service.

EExpense 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.

FForeign Currency Translation — Investment valuations, other assets, and liabilities initially expressed in foreign currencies are translated each business day into U.S. dollars based upon current exchange rates. Purchases and sales of foreign investment securities and income and expenses denominated in foreign currencies are translated into U.S. dollars based upon currency exchange rates in effect on the respective dates of such transactions. Recognized gains or losses on investment transactions attributable to changes in foreign currency exchange rates are recorded for financial statement purposes as net realized gains and losses on investments. That portion of unrealized gains and losses on investments that results from fluctuations in foreign currency exchange rates is not separately disclosed.

GUse 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.

30

High Income Opportunities Portfolioas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

HIndemnifications — 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.

ICredit Default Swaps — When the Portfolio is the buyer of a credit default swap contract, the Portfolio is entitled to receive the par (or other agreed-upon) value of a referenced debt obligation (or basket of debt obligations) from the counterparty to the contract if a credit event by a third party, such as a U.S. or foreign corporate issuer, on the debt obligation occurs. In return, the Portfolio pays the counterparty a periodic stream of payments over the term of the contract provided that no credit event has occurred. If no credit event occurs, the Portfolio would have spent the stream of payments and received no benefits from the contract. When the Portfolio is the seller of a credit default swap contract, it receives the stream of payments, but is obligated to pay to the buyer of the protection an amount up to the notional amount of the swap and in certain instances take delivery of securities of the reference entity upon the occurrence of a credit event, as defined under the terms of that particular swap agreement. Credit events are contract specific but may include bankruptcy, failure to pay, restructuring, obligation acceleration and repudiation/moratorium. If the Portfolio is the seller of protection and a credit event occurs, the maximum potential amount of future payments that the Portfolio could be required to make would be an amount equal to the notional amount of the agreement. This potential amount would be partially offset by any recovery value of the respective referenced obligation, or net amount received from the settlement of a buy protection credit default swap agreement entered into by the Portfolio for the same referenced obligation. As the seller, the Portfolio effectively adds leverage to its portfolio because, in addition to its total net assets, the Portfolio is subject to investment exposure on the notional amount of the swap. The interest fee paid or received on the swap contract, which is based on a specified interest rate on a fixed notional amount, is accrued daily as a component of unrealized appreciation (depreciation) and is recorded as realized gain upon receipt or realized loss upon payment. The Portfolio also records an increase or decrease to unrealized appreciation (depreciation) in an amount equal to the daily valuation. Upfront payments or receipts, if any, are recorded as other assets or other liabilities, respectively, and amortized over the life of the swap contract as realized gains or losses. The Portfolio segregates assets in the form of cash or liquid securities in an amount equal to the notional amount of the credit default swaps of which it is the seller. The Portfolio segregates assets in the form of cash or liquid securities in an amount equal to any unrealized depreciation of the credit default swaps of which it is the buyer, marked to market on a daily basis. These transactions involve certain risks, including the risk that the seller may be unable to fulfill the transaction.

2Investment Adviser Fee and Other Transactions with Affiliates

The investment adviser fee is earned by BMR as compensation for investment advisory services rendered to the Portfolio. The fee is computed at an annual rate of 0.30% of the Portfolio’s average daily net assets up to $500 million, 0.275% from $500 million up to $1 billion and at reduced rates on daily net assets of $1 billion or more; plus 3.00% of the Portfolio’s daily gross income (i.e., income other than gains from the sale of securities) when daily net assets are less than $500 million, 2.75% when daily net assets are $500 million but less than $1 billion, and at reduced rates on daily net assets of $1 billion or more, and is payable monthly. The portion of the adviser fee payable by Cash Management on the Portfolio’s investment of cash therein is credited against the Portfolio’s investment adviser fee. For the year ended October 31, 2009, the Portfolio’s investment adviser fee totaled $3,791,593 of which $11,659 was allocated from Cash Management and $3,779,934 was paid or accrued directly by the Portfolio. For the year ended October 31, 2009, the Portfolio’s investment adviser fee, including the portion allocated from Cash Management, was 0.70% of the Portfolio’s average daily net assets.

Except for Trustees of the Portfolio who are not members of EVM’s or BMR’s organizations, officers and Trustees receive remuneration for their services to the Portfolio out of the investment adviser fee. Trustees of the Portfolio who are not affiliated with the investment adviser may elect to defer receipt of all or a percentage of their annual fees in accordance with the terms of the Trustees Deferred Compensation Plan. For the year ended October 31, 2009, no significant amounts have been deferred. Certain officers and Trustees of the Portfolio are officers of the above organizations.

31

High Income Opportunities Portfolioas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

3Purchases and Sales of Investments

Purchases and sales of investments, other than short-term obligations and including maturities, paydowns and principal repayments on Senior Loans, aggregated $473,903,087 and $390,306,136, respectively, for the year ended October 31, 2009.

4Federal Income Tax Basis of Investments

The cost and unrealized appreciation (depreciation) of investments of the Portfolio at October 31, 2009, as determined on a federal income tax basis, were as follows:

Aggregate cost	$	773,952,623
Gross unrealized appreciation	$	59,690,508
Gross unrealized depreciation		(118,359,748	)
Net unrealized depreciation	$	(58,669,240	)

5Restricted Securities

At October 31, 2009, the Portfolio owned the following securities (representing 0.6% of net assets) which were restricted as to public resale and not registered under the Securities Act of 1933 (excluding Rule 144A securities). The Portfolio has various registration rights (exercisable under a variety of circumstances) with respect to these securities. The value of these securities is determined based on valuations provided by brokers when available, or if not available, they are valued at fair value using methods determined in good faith by or at the direction of the Trustees.

	Date of
Description	Acquisition		Shares/Units		Cost			Value
Stocks, Miscellaneous, and Warrants
GNC Acquisition Holdings, Class A		3/15/07		108,818	$	544,090		$	1,280,788
GNC Acquisition Holdings, Preferred		3/15/07		37,182		185,910			224,951
Fontainebleau Equity Holdings, Class A		6/1/07		148,726		1,784,712			1,487
Fontainebleau Resorts LLC (PIK), Preferred		6/1/07		4,544		4,544,460			45
Mirant Corp., Escrow Certificate		1/5/06		1,440,000		0(1	)		144
Mirant Corp., Escrow Certificate		1/5/06		3,200,000		0(1	)		320
Peninsula Gaming LLC, Convertible Preferred Membership Interests		7/8/99		25,351		0(1	)		2,466,672
Total Restricted Securities					$	7,059,172		$	3,974,407

(1) Less than $0.50.

6Financial Instruments

The Portfolio may trade in financial instruments with off-balance sheet risk in the normal course of its investing activities. These financial instruments may include swap 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 do 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.

A summary of obligations under these financial instruments at October 31, 2009 is as follows:

Credit Default Swaps — Sell Protection
			Notional		Receive
			Amount**		Annual		Net
	Reference	Credit	(000’s		Fixed	Termination	Unrealized
Counterparty	Entity	Rating*	omitted)		Rate	Date	Appreciation
Bank of America	First Data Corp.	Caa1/B-	$	1,525	3.20%	12/20/09	$	3,805
Bank of America	Ford Motor Credit Co.	Caa1/CCC+		3,200	5.00(1)	3/20/10		176,768
Citigroup, Inc.	First Data Corp.	Caa1/B-		3,050	3.20	12/20/09		7,610
Citigroup, Inc.	First Data Corp.	Caa1/B-		3,050	3.55	12/20/09		10,331
Citigroup, Inc.	First Data Corp.	Caa1/B-		4,560	5.00(1)	12/20/10		536,775
							$	735,289

*	Credit ratings are those of Moody’s Investors Service, Inc. and Standard & Poor’s Corp. The credit ratings of the reference debt obligation (together with the unrealized appreciation or depreciation on the swap) are a representative measure of the current payment/performance risk of the credit default swap. A lower credit rating increases the probability of the occurrence of a credit event.
**	If the Portfolio is the seller of credit protection, the notional amount is the maximum potential amount of future payments the Portfolio could be required to make if a credit event, as defined in the credit default swap agreement, were to occur. At October 31, 2009, such maximum potential amount for all open credit default swaps in which the Portfolio is the seller was $15,385,000.
(1)	Upfront payment is exchanged with the counterparty as a result of the standardized trading coupon.

At October 31, 2009, the Portfolio had sufficient cash and/or securities to cover commitments under these contracts.

The Portfolio adopted FASB Statement of Financial Accounting Standards No. 161 (FAS 161), “Disclosures

32

High Income Opportunities Portfolioas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

about Derivative Instruments and Hedging Activities”, (currently FASB Accounting Standards Codification (ASC) 815-10), effective May 1, 2009. Such standard requires enhanced disclosures about an entity’s derivative and hedging activities, including qualitative disclosures about the objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of and gains and losses on derivative instruments, and disclosures about credit-risk related contingent features in derivative instruments. The disclosure below includes additional information as a result of implementing FAS 161.

The Portfolio is subject to credit risk in the normal course of pursuing its investment objectives. The Portfolio may enter into credit default swap contracts to manage its credit risk, to gain exposure to a credit in which it may otherwise invest, or to enhance return.

The Portfolio enters into swap contracts that may contain provisions whereby the counterparty may terminate the contract under certain conditions, including but not limited to a decline in the Portfolio’s net assets below a certain level over a certain period of time, which would trigger a payment by the Portfolio for those swaps in a liability position. At October 31, 2009, the Portfolio held no derivatives with credit-related contingent features in a net liability position.

The non-exchange traded derivatives in which the Portfolio invests, including swap contracts, are subject to the risk that the counterparty to the contract fails to perform its obligations under the contract. At October 31, 2009, the maximum amount of loss the Portfolio would incur due to counterparty risk was $735,289, representing the fair value of such derivatives in an asset position. Such amount would be reduced by any unamortized upfront payments received by the Portfolio.

The fair value of derivative instruments (not considered to be hedging instruments for accounting disclosure purposes) and whose primary underlying risk exposure is credit risk at October 31, 2009 was as follows:

	Fair Value
Derivative	Asset Derivative(1)		Liability Derivative
Credit default swap contracts	$	735,289	$	—

(1) Statement of Assets and Liabilities location: Receivable for open swap contracts; Net unrealized depreciation.

The effect of derivative instruments (not considered to be hedging instruments for accounting disclosure purposes) on the Statement of Operations and whose primary underlying risk exposure is credit risk for the six months ended October 31, 2009 was as follows:

			Change in
			Unrealized
	Realized Gain		Appreciation
	(Loss) on		(Depreciation) on
	Derivatives		Derivatives
	Recognized in		Recognized in
Derivative	Income(1)		Income(2)
Credit default swap contracts	$	742,275	$	589,456

(1)	Statement of Operations location: Net realized gain (loss) – Swap contracts.
(2)	Statement of Operations location: Change in unrealized appreciation (depreciation) – Swap contracts.

The average notional amount of credit default swap contracts outstanding during the six months ended October 31, 2009, which is indicative of the volume of this derivative type, was $15,385,000.

7Line 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. At October 31, 2009, the Fund had a balance outstanding pursuant to this line of credit of $18,300,000 at an interest rate of 1.36%. Based on the short-term nature of the borrowings under the line of credit and variable interest rate, the carrying value of the borrowings approximated its fair value at October 31, 2009. Average borrowings and the average interest rate for the year ended October 31, 2009 were $9,170,959 and 1.07%, respectively.

8Concentration of Credit Risk

The Portfolio regularly invests in lower rated and comparable quality unrated high yield securities. These investments have different risks than investments in debt securities rated investment grade and held by the Portfolio. Risk of loss upon default by the borrower is significantly greater with respect to such debt than with other debt securities because these securities are generally unsecured and are more sensitive to adverse economic conditions, such as recession or increasing interest rates, than are investment grade issuers.

9Fair Value Measurements

The Portfolio adopted FASB Statement of Financial Accounting Standards No. 157 (FAS 157), “Fair Value Measurements”, (currently FASB ASC 820-10), effective November 1, 2008. Such standard established a three-tier

33

High Income Opportunities Portfolioas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

hierarchy to prioritize the assumptions, referred to as inputs, used in valuation techniques to measure fair value. The three-tier hierarchy of inputs is summarized in the three broad levels listed below.

•  Level 1 – quoted prices in active markets for identical investments

•  Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

•  Level 3 – significant unobservable inputs (including a fund’s own assumptions in determining the fair value of investments)

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

At October 31, 2009, the inputs used in valuing the Portfolio’s investments, which are carried at value, were as follows:

	Quoted
	Priced in
	Active		Significant
	Markets for		Other		Significant
	Identical		Observable		Unobservable
	Assets		Inputs		Inputs
Asset Description	(Level 1)		(Level 2)		(Level 3)		Total
Senior Floating-Rate Interests	$	—	$	54,918,473	$	—	$	54,918,473
Corporate Bonds & Notes		—		621,698,052		621,378		622,319,430
Convertible Bonds		—		10,639,256		—		10,639,256
Common Stocks		18,040,000		—		1,369,719		19,409,719
Convertible Preferred Stocks		4,069,268		525,382		—		4,594,650
Preferred Stocks		—		—		224,996		224,996
Miscellaneous		—		699,217		464		699,681
Warrants		—		—		2,466,672		2,466,672
Short-Term Investments		10,506		—		—		10,506
Total Investments	$	22,119,774	$	688,480,380	$	4,683,229	$	715,283,383
Credit Default Swaps	$	—	$	735,289	$	—	$	735,289
Total	$	22,119,774	$	689,215,669	$	4,683,229	$	716,018,672

The following is a reconciliation of Level 3 assets for which significant unobservable inputs were used to determine fair value:

	Investments			Investments
	in Senior			in Corporate			Investments			Investments
	Floating-Rate			Bonds &			in Common			in Preferred			Investments			Investments in
	Interests			Notes			Stocks			Stocks			in Warrants			Miscellaneous			Total
Balance as of October 31, 2008	$	56,273		$	—		$	1,806,319		$	1,174,741		$	2,466,672		$	464		$	5,504,469
Realized gains (losses)		—			—			—			—			—			—			—
Change in net unrealized appreciation (depreciation)*		—			(2,268,326	)		(436,600	)		(1,475,725	)		730,314			(1,372	)		(3,451,709	)
Net purchases (sales)		(56,273	)		—			—			525,980			(730,314	)		1,372			(259,235	)
Accrued discount (premium)		—			—			—			—			—			—			—
Net transfers to (from) Level 3		—			2,889,704			—			—			—			—			2,889,704
Balance as of October 31, 2009	$	—		$	621,378		$	1,369,719		$	224,996		$	2,466,672		$	464		$	4,683,229
Change in net unrealized appreciation (depreciation) on investments still held as of October 31, 2009*	$	—		$	(2,268,326	)	$	(436,600	)	$	(1,475,725	)	$	—		$	(1,372	)	$	(4,182,023	)

* Amount is included in the related amount on investments in the Statement of Operations.

10Review for Subsequent Events

In connection with the preparation of the financial statements of the Portfolio as of and for the year ended October 31, 2009, events and transactions subsequent to October 31, 2009 through December 23, 2009, the date the financial statements were issued, have been evaluated by the Portfolio’s management for possible adjustment and/or disclosure. Management has not identified any subsequent events requiring financial statement disclosure as of the date these financial statements were issued.

34

High Income Opportunities Portfolioas of October 31, 2009

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Trustees and Investors of
High Income Opportunities Portfolio:

We have audited the accompanying statement of assets and liabilities of High Income Opportunities Portfolio (“the Portfolio”), including the portfolio of investments, as of October 31, 2009, 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 five years in the period then ended. These financial statements and supplementary data are the responsibility of the Portfolio’s management. Our responsibility is to express an opinion on these financial statements and supplementary data based on our audits.

We conducted our audits in accordance with the 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. The Portfolio is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Portfolio’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities and senior loans owned as of October 31, 2009, by correspondence with the custodian, brokers, and selling or agent banks; where replies were not received from brokers and selling or agent banks, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and supplementary data referred to above present fairly, in all material respects, the financial position of High Income Opportunities Portfolio as of October 31, 2009, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the supplementary data for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 23, 2009

35

Eaton Vance High Income Opportunities 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 27, 2009, the Board, including a majority of the Independent Trustees, voted to approve continuation of existing advisory and sub-advisory agreements for the Eaton Vance Funds for an additional one-year period. In voting its approval, the Board relied upon the affirmative recommendation of the Contract Review Committee of the Board (formerly the Special Committee), which is a committee comprised exclusively of Independent Trustees. Prior to making its recommendation, the Contract Review Committee reviewed information furnished for a series of meetings of the Contract Review Committee held in February, March and April 2009. Such information included, among other things, the following:

Information about Fees, Performance and Expenses

•  An independent report comparing the advisory and related fees paid by each fund with fees paid by comparable funds;

•  An independent report comparing each fund’s total expense ratio and its components to comparable funds;

•  An independent report comparing the investment performance of each fund to the investment performance of comparable funds over various time periods;

•  Data regarding investment performance in comparison to relevant peer groups of funds and appropriate indices;

•  Comparative information concerning fees charged by each adviser for managing other mutual funds and institutional accounts using investment strategies and techniques similar to those used in managing the fund;

•  Profitability analyses for each adviser with respect to each fund;

Information about Portfolio Management

•  Descriptions of the investment management services provided to each fund, including the investment strategies and processes employed, and any changes in portfolio management processes and personnel;

•  Information concerning the allocation of brokerage and the benefits received by each adviser as a result of brokerage allocation, including information concerning the acquisition of research through “soft dollar” benefits received in connection with the funds’ brokerage, and the implementation of a soft dollar reimbursement program established with respect to the funds;

•  Data relating to portfolio turnover rates of each fund;

•  The procedures and processes used to determine the fair value of fund assets and actions taken to monitor and test the effectiveness of such procedures and processes;

Information about each Adviser

•  Reports detailing the financial results and condition of each adviser;

•  Descriptions of the qualifications, education and experience of the individual investment professionals whose responsibilities include portfolio management and investment research for the funds, and information relating to their compensation and responsibilities with respect to managing other mutual funds and investment accounts;

•  Copies of the Codes of Ethics of each adviser and its affiliates, together with information relating to compliance with and the administration of such codes;

•  Copies of or descriptions of each adviser’s proxy voting policies and procedures;

•  Information concerning the resources devoted to compliance efforts undertaken by each adviser and its affiliates on behalf of the funds (including descriptions of various compliance programs) and their record of compliance with investment policies and restrictions, including policies with respect to market-timing, late trading and selective portfolio disclosure, and with policies on personal securities transactions;

•  Descriptions of the business continuity and disaster recovery plans of each adviser and its affiliates;

Other Relevant Information

•  Information concerning the nature, cost and character of the administrative and other non-investment management services provided by Eaton Vance Management and its affiliates;

•  Information concerning management of the relationship with the custodian, subcustodians and fund accountants by each adviser or the funds’ administrator; and

•  The terms of each advisory agreement.

36

Eaton Vance High Income Opportunities 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, 2009, the Board met eighteen times and the Contract Review Committee, the Audit Committee, the Governance Committee, the Portfolio Management Committee and the Compliance Reports and Regulatory Matters Committee, each of which is a Committee comprised solely of Independent Trustees, met seven, five, six, six and six times, respectively. At such meetings, the Trustees received, among other things, presentations by the portfolio managers and other investment professionals of each adviser relating to the investment performance of each fund and the investment strategies used in pursuing the fund’s investment objective.

For funds that invest through one or more underlying portfolios, the Board considered similar information about the portfolio(s) when considering the approval of advisory agreements. In addition, in cases where the fund’s investment adviser has engaged a sub-adviser, the Board considered similar information about the sub-adviser when considering the approval of any sub-advisory agreement.

The Contract Review Committee was assisted throughout the contract review process by Goodwin Procter LLP, legal counsel for the Independent Trustees. The members of the Contract Review Committee relied upon the advice of such counsel and their own business judgment in determining the material factors to be considered in evaluating each advisory and sub-advisory agreement and the weight to be given to each such factor. The conclusions reached with respect to each advisory and sub-advisory agreement were based on a comprehensive evaluation of all the information provided and not any single factor. Moreover, each member of the Contract Review Committee may have placed varying emphasis on particular factors in reaching conclusions with respect to each advisory and sub-advisory agreement.

Results of the Process

Based on its consideration of the foregoing, and such other information as it deemed relevant, including the factors and conclusions described below, the Contract Review Committee concluded that the continuance of the investment advisory agreement of High Income Opportunities Portfolio (the “Portfolio”), the portfolio in which Eaton Vance High Income Opportunities Fund (the “Fund”) invests, with Boston Management and Research (the “Adviser”), including the fee structure, is in the interests of shareholders and, therefore, the Contract Review Committee recommended to the Board approval of the agreement. The Board accepted the recommendation of the Contract Review Committee as well as the factors considered and conclusions reached by the Contract Review Committee with respect to the agreement. Accordingly, the Board, including a majority of the Independent Trustees, voted to approve continuation of the investment advisory agreement for the Portfolio.

Nature, Extent and Quality of Services

In considering whether to approve the investment advisory agreement of the Portfolio, the Board evaluated the nature, extent and quality of services provided to the Portfolio by the Adviser.

The Board considered the Adviser’s management capabilities and investment process with respect to the types of investments held by the Portfolio, including the education, experience and number of its investment professionals and other personnel who provide portfolio management, investment research, and similar services to the Portfolio. In particular, the Board evaluated the abilities and experience of such investment personnel in analyzing special considerations relevant to investing in high-yield debt. The Board also took into account the resources dedicated to portfolio management and other services, including the compensation paid to recruit and retain investment personnel, and the time and attention devoted to the Portfolio by senior management.

The Board also reviewed the compliance programs of the Adviser and relevant affiliates thereof. Among other matters, the Board considered compliance and reporting matters relating to personal trading by investment personnel, selective disclosure of portfolio holdings, late trading, frequent trading, portfolio valuation, business continuity and the allocation of investment opportunities. The Board also evaluated the responses of the Adviser and its affiliates to requests from regulatory authorities such as the Securities and Exchange Commission and the Financial Industry Regulatory Authority.

The Board considered shareholder and other administrative services provided or managed by Eaton Vance Management and its affiliates, including transfer agency and accounting services. The Board evaluated the benefits to shareholders of investing in a fund that is a part of a large family of funds, including the ability, in many cases, to exchange an investment among different funds without incurring additional sales charges.

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

37

Eaton Vance High Income Opportunities Fund

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

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

After consideration of the foregoing factors, among others, the Board concluded that the nature, extent and quality of services provided by the Adviser, taken as a whole, are appropriate and consistent with the terms of the investment advisory agreement.

Fund Performance

The Board compared the Fund’s investment performance to a relevant universe of similarly managed funds identified by an independent data provider and appropriate benchmark indices. The Board reviewed comparative performance data for the one- and three-year periods ended September 30, 2008 for the Fund. On the basis of the foregoing and other relevant information, the Board concluded that, under the circumstances, 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 Fund (referred to as “management fees”). As part of its review, the Board considered the management fees and the Fund’s total expense ratio for the year ended September 30, 2008, as compared to a group of similarly managed funds selected by an independent data provider.

After reviewing the foregoing information, and in light of the nature, extent and quality of the services provided by the Adviser, the Board concluded that the management fees charged for advisory and related services and the Fund’s total expense ratio are reasonable.

Profitability

The Board reviewed the level of profits realized by the Adviser and its affiliates in providing investment advisory and administrative services to the Fund, the Portfolio and 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.

The Board concluded that, in light of the foregoing factors and the nature, extent and quality of the services rendered, the profits realized by the Adviser and its affiliates are reasonable.

Economies of Scale

In reviewing management fees and profitability, the Board also considered the extent to which the Adviser and its affiliates, on the one hand, and the Fund, on the other hand, can expect to realize benefits from economies of scale as the assets of the Fund and the Portfolio increase. The Board acknowledged the difficulty in accurately measuring the benefits resulting from the economies of scale with respect to the management of any specific fund or group of funds. The Board reviewed data summarizing the increases and decreases in the assets of the Fund and of all Eaton Vance Funds as a group over various time periods, and evaluated the extent to which the total expense ratio of the Fund and the profitability of the Adviser and its affiliates may have been affected by such increases or decreases. Based upon the foregoing, the Board concluded that the benefits from economies of scale are currently being shared equitably by the Adviser and its affiliates and the Fund. The Board also concluded that, assuming reasonably foreseeable increases in the assets of the Portfolio, the structure of the advisory fee, which includes breakpoints at several asset levels, can be expected to cause the Adviser and its affiliates and the Fund to continue to share such benefits equitably.

38

Eaton Vance High Income Opportunities Fund

MANAGEMENT AND ORGANIZATION

Fund Management. The Trustees of Eaton Vance Mutual Funds Trust (the Trust) and High Income Opportunities 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 Two International Place, Boston, Massachusetts 02110. 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, “Parametric” refers to Parametric Portfolio Associates LLC and “EVD” refers to Eaton Vance Distributors, Inc. EVC and EV are the corporate parent and trustee, respectively, of EVM and BMR. EVD is the Fund’s principal underwriter, the Portfolio’s placement agent and a wholly-owned subsidiary of EVC. Each officer affiliated with Eaton Vance may hold a position with other Eaton Vance affiliates that is comparable to his or her position with EVM listed below.

	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
Thomas E. Faust Jr. 5/31/58	Trustee and President of the Trust	Trustee since 2007 and President of the Trust since 2002	Chairman, Chief Executive Officer and President of EVC, Director and President of EV, Chief Executive Officer and President of EVM and BMR, and Director of EVD. Trustee and/or officer of 176 registered investment companies and 4 private investment companies managed by EVM or BMR. Mr. Faust is an interested person because of his positions with EVM, BMR, EVD, EVC and EV, which are affiliates of the Trust and Portfolio.		176	Director of EVC
Noninterested Trustees
Benjamin C. Esty 1/2/63	Trustee	Since 2005	Roy and Elizabeth Simmons Professor of Business Administration and Finance Unit Head, Harvard University Graduate School of Business Administration.		176	None
Allen R. Freedman 4/3/40	Trustee	Since 2007	Former Chairman (2002-2004) and a Director (1983-2004) of Systems & Computer Technology Corp. (provider of software to higher education). Formerly, a Director of Loring Ward International (fund distributor) (2005-2007). Formerly, Chairman and a Director of Indus International, Inc. (provider of enterprise management software to the power generating industry) (2005-2007).		176	Director of Assurant, Inc. (insurance provider) and Stonemor Partners, L.P. (owner and operator of cemeteries)
William H. Park 9/19/47	Trustee	Since 2003	Vice Chairman, Commercial Industrial Finance Corp. (specialty finance company) (since 2006). Formerly, President and Chief Executive Officer, Prizm Capital Management, LLC (investment management firm) (2002-2005).		176	None
Ronald A. Pearlman 7/10/40	Trustee	Since 2003	Professor of Law, Georgetown University Law Center.		176	None
Helen Frame Peters 3/22/48	Trustee	Since 2008	Professor of Finance, Carroll School of Management, Boston College. Adjunct Professor of Finance, Peking University, Beijing, China (since 2005).		176	Director of BJ’s Wholesale Club, Inc. (wholesale club retailer)
Heidi L. Steiger 7/8/53	Trustee	Since 2007	Managing Partner, Topridge Associates LLC (global wealth management firm) (since 2008); Senior Advisor (since 2008), President (2005-2008), Lowenhaupt Global Advisors, LLC (global wealth management firm). Formerly, President and Contributing Editor, Worth Magazine (2004-2005). Formerly, Executive Vice President and Global Head of Private Asset Management (and various other positions), Neuberger Berman (investment firm) (1986-2004).		176	Director of Nuclear Electric Insurance Ltd. (nuclear insurance provider), Aviva USA (insurance provider) and CIFG (family of financial guaranty companies) and Advisory Director of Berkshire Capital Securities LLC (private investment banking firm)

39

Eaton Vance High Income Opportunities Fund

MANAGEMENT AND ORGANIZATION CONT’D

	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
Noninterested Trustees (continued)
Lynn A. Stout 9/14/57	Trustee	Since 1998	Paul Hastings Professor of Corporate and Securities Law (since 2006) and Professor of Law (2001-2006), University of California at Los Angeles School of Law.		176	None
Ralph F. Verni 1/26/43	Chairman of the Board and Trustee	Chairman of the Board since 2007 and Trustee since 2005	Consultant and private investor.		176	None

Principal Officers who are not Trustees

	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
William H. Ahern, Jr. 7/28/59	Vice President of the Trust	Since 1995	Vice President of EVM and BMR. Officer of 76 registered investment companies managed by EVM or BMR.
John R. Baur 2/10/70	Vice President of the Trust	Since 2008	Vice President of EVM and BMR. Previously, attended Johnson Graduate School of Management, Cornell University (2002-2005), and prior thereto he was an Account Team Representative in Singapore for Applied Materials, Inc. Officer of 35 registered investment companies managed by EVM or BMR.
Michael A. Cirami 12/24/75	Vice President of the Trust	Since 2008	Vice President of EVM and BMR. Officer of 35 registered investment companies managed by EVM or BMR.
Cynthia J. Clemson 3/2/63	Vice President of the Trust	Since 2005	Vice President of EVM and BMR. Officer of 92 registered investment companies managed by EVM or BMR.
Charles B. Gaffney 12/4/72	Vice President of the Trust	Since 2007	Director of Equity Research and a Vice President of EVM and BMR. Officer of 32 registered investment companies managed by EVM or BMR.
Thomas P. Huggins 3/7/66	Vice President of the Portfolio	Since 2000	Vice President of EVM and BMR. Officer of 4 registered investment companies managed by EVM or BMR.
Christine M. Johnston 11/9/72	Vice President of the Trust	Since 2007	Vice President of EVM and BMR. Officer of 37 registered investment companies managed by EVM or BMR.
Aamer Khan 6/7/60	Vice President of the Trust	Since 2005	Vice President of EVM and BMR. Officer of 35 registered investment companies managed by EVM or BMR.
Thomas H. Luster 4/8/62	Vice President of the Trust	Since 2006	Vice President of EVM and BMR. Officer of 54 registered investment companies managed by EVM or BMR.
Robert B. MacIntosh 1/22/57	Vice President of the Trust	Since 1998	Vice President of EVM and BMR. Officer of 91 registered investment companies managed by EVM or BMR.
Jeffrey A. Rawlins 10/6/61	Vice President of the Trust	Since 2009	Vice President of EVM and BMR. Previously, a Managing Director of the Fixed Income Group at State Street Research and Management (1989-2005). Officer of 31 registered investment companies managed by EVM or BMR.
Duncan W. Richardson 10/26/57	Vice President of the Trust	Since 2001	Director of EVC and Executive Vice President and Chief Equity Investment Officer of EVC, EVM and BMR. Officer of 82 registered investment companies managed by EVM or BMR.
Judith A. Saryan 8/21/54	Vice President of the Trust	Since 2003	Vice President of EVM and BMR. Officer of 51 registered investment companies managed by EVM or BMR.
Susan Schiff 3/13/61	Vice President of the Trust	Since 2002	Vice President of EVM and BMR. Officer of 37 registered investment companies managed by EVM or BMR.

40

Eaton Vance High Income Opportunities Fund

MANAGEMENT AND ORGANIZATION CONT’D

	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
Principal Officers who are not Trustees (continued)
Thomas Seto 9/27/62	Vice President of the Trust	Since 2007	Vice President and Director of Portfolio Management of Parametric. Officer of 32 registered investment companies managed by EVM or BMR.
David M. Stein 5/4/51	Vice President of the Trust	Since 2007	Managing Director and Chief Investment Officer of Parametric. Officer of 32 registered investment companies managed by EVM or BMR.
Dan R. Strelow 5/27/59	Vice President of the Trust	Since 2009	Vice President of EVM and BMR since 2005. Previously, a Managing Director (since 1988) and Chief Investment Officer (since 2001) of the Fixed Income Group at State Street Research and Management. Officer of 31 registered investment companies managed by EVM or BMR.
Mark S. Venezia 5/23/49	Vice President of the Trust	Since 2007	Vice President of EVM and BMR. Officer of 38 registered investment companies managed by EVM or BMR.
Adam A. Weigold 3/22/75	Vice President of the Trust	Since 2007	Vice President of EVM and BMR. Officer of 69 registered investment companies managed by EVM or BMR.
Michael W. Weilheimer 2/11/61	President of the Portfolio	Since 2002	Vice President of EVM and BMR. Officer of 24 registered investment companies managed by EVM or BMR.
Barbara E. Campbell 6/19/57	Treasurer	Treasurer of the Trust since 2005 and of the Portfolio since 2008	Vice President of EVM and BMR. Officer of 176 registered investment companies managed by EVM or BMR.
Maureen A. Gemma 5/24/60	Secretary and Chief Legal Officer	Secretary since 2007 and Chief Legal Officer since 2008	Vice President of EVM and BMR. Officer of 176 registered investment companies managed by EVM or BMR.
Paul M. O’Neil 7/11/53	Chief Compliance Officer	Since 2004	Vice President of EVM and BMR. Officer of 176 registered investment companies managed by EVM or BMR.

(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 1-800-262-1122.

41

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Investment Adviser of High Income Opportunities Portfolio

Boston Management and Research

Two International Place

Boston, MA 02110

Administrator of Eaton Vance High Income Opportunities Fund

Eaton Vance Management

Two International Place

Boston, MA 02110

Principal Underwriter*

Eaton Vance Distributors, Inc.

Two International Place

Boston, MA 02110

(617) 482-8260

Custodian

State Street Bank and Trust Company

200 Clarendon Street

Boston, MA 02116

Transfer Agent

PNC Global Investment Servicing

Attn: Eaton Vance Funds

P.O. Box 9653

Providence, RI 02940-9653

(800) 262-1122

Independent Registered Public Accounting Firm

Deloitte & Touche LLP

200 Berkeley Street

Boston, MA 02116-5022

Eaton Vance High Income Opportunities Fund

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.

446-12/09 HISRC

Annual Report October 31, 2009 EATON VANCE INTERNATIONAL EQUITY FUND

IMPORTANT NOTICES REGARDING PRIVACY,
DELIVERY OF SHAREHOLDER DOCUMENTS,
PORTFOLIO HOLDINGS AND PROXY VOTING

Privacy. The Eaton Vance organization is committed to ensuring your financial privacy. Each of the financial institutions identified below has in effect the following policy (“Privacy Policy”) with respect to nonpublic personal information about its customers:

•  Only such information received from you, through application forms or otherwise, and information about your Eaton Vance fund transactions will be collected. This may include information such as name, address, social security number, tax status, account balances and transactions.

•  None of such information about you (or former customers) will be disclosed to anyone, except as permitted by law (which includes disclosure to employees necessary to service your account). In the normal course of servicing a customer’s account, Eaton Vance may share information with unaffiliated third parties that perform various required services such as transfer agents, custodians and broker/dealers.

•  Policies and procedures (including physical, electronic and procedural safeguards) are in place that are designed to protect the confidentiality of such information.

•  We reserve the right to change our Privacy Policy at any time upon proper notification to you. Customers may want to review our Privacy Policy periodically for changes by accessing the link on our homepage: www.eatonvance.com.

Our pledge of privacy applies to the following entities within the Eaton Vance organization: the Eaton Vance Family of Funds, Eaton Vance Management, Eaton Vance Investment Counsel, Boston Management and Research, and Eaton Vance Distributors, Inc.

In addition, our Privacy Policy applies only to those Eaton Vance customers who are individuals and who have a direct relationship with us. If a customer’s account (i.e. fund shares) is held in the name of a third-party financial adviser/broker-dealer, it is likely that only such adviser’s privacy policies apply to the customer. This notice supersedes all previously issued privacy disclosures.

For more information about Eaton Vance’s Privacy Policy, please call 1-800-262-1122.

Delivery of Shareholder Documents. The Securities and Exchange Commission (the “SEC”) permits funds to deliver only one copy of shareholder documents, including prospectuses, proxy statements and shareholder reports, to fund investors with multiple accounts at the same residential or post office box address. This practice is often called “householding” and it helps eliminate duplicate mailings to shareholders.

Eaton Vance, or your financial adviser, may household the mailing of your documents indefinitely unless you instruct Eaton Vance, or your financial adviser, otherwise.

If you would prefer that your Eaton Vance documents not be householded, please contact Eaton Vance at 1-800-262-1122, or contact your financial adviser.

Your instructions that householding not apply to delivery of your Eaton Vance documents will be effective within 30 days of receipt by Eaton Vance or your financial adviser.

Portfolio Holdings. Each Eaton Vance Fund and its underlying Portfolio(s) (if applicable) will file a schedule of portfolio holdings on Form N-Q with the SEC for the first and third quarters of each fiscal year. The Form N-Q will be available on the Eaton Vance website at www.eatonvance.com, by calling Eaton Vance at 1-800-262-1122 or in the EDGAR database on the SEC’s website at www.sec.gov. Form N-Q may also be reviewed and copied at the SEC’s public reference room in Washington, D.C. (call 1-800-732-0330 for information on the operation of the public reference room).

Proxy Voting. From time to time, funds are required to vote proxies related to the securities held by the funds. The Eaton Vance Funds or their underlying Portfolios (if applicable) vote proxies according to a set of policies and procedures approved by the Funds’ and Portfolios’ Boards. You may obtain a description of these policies and procedures and information on how the Funds or Portfolios voted proxies relating to portfolio securities during the most recent 12 month period ended June 30, without charge, upon request, by calling 1-800-262-1122. This description is also available on the SEC’s website at www.sec.gov.

Eaton Vance International Equity Fund as of October 31, 2009

MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE

Economic and Market Conditions

Edward R. Allen, III, CFA
Eagle Global Advisors
Co-Portfolio Manager

• International equity markets experienced a dramatic turnaround during the 12 months ending October 31, 2009. As the period began late last fall, global equities were already in the midst of a dramatic free fall, dragged lower by the failure or near-collapse of several major financial institutions struggling under the enormous weight of troubled assets. On the verge of illiquidity, the credit markets virtually ceased operating, worldwide economic activity ground to a near standstill, and anxious equity investors stayed on the sidelines. At the beginning of the second quarter, however, equity markets began a rally in response to indications that the concerted global effort by world banks to alleviate the credit crisis and stimulate economic growth was succeeding. The volatile period finished on a decidedly positive note, with many market indexes for European, U.S. and Asian equities posting solid annual gains.

Thomas N. Hunt, III, CFA
Eagle Global Advisors
Co-Portfolio Manager

• Although economic conditions across much of the world remained challenging at period end, signs continued to accumulate for an improvement in outlook. Recently, the International Monetary Fund (IMF) raised its forecasts for world growth for the remainder of 2009 and into 2010. The countries of continental Europe, particularly France and Germany, were poised for positive growth and indicators of business sentiment have been rising. The United Kingdom, assisted by an expansive monetary policy by the Bank of England and a sharply depreciated currency, continued to show signs of economic stabilization. Japan, where the strong yen has been complicating the country’s rebound by discouraging its exports, recently elected the Democratic Party of Japan (DJP) political party to power, ending decades of long dominance of the Liberal Democratic Party in politics. It remains to be seen what changes the DJP will push and whether those changes will be positive from an economic standpoint.

Past performance is no guarantee of future results. Returns are historical and are calculated by determining the percentage change in net asset value or offering price (as applicable) with all distributions reinvested. Investment return and principal value will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Performance is for the stated time period only; due to market volatility, the Fund’s current performance may be lower or higher than the quoted return. For performance as of the most recent month end, please refer to www.eatonvance.com.

Management Discussion

• Against this backdrop, the Fund¹ underperformed its benchmark, the MSCI Europe, Australasia, Far East Index (the MSCI EAFE Index) for the year ending October 31, 2009.² The initial phase of the 2009 bull market was largely driven by the return of risk appetite — investors looking to capitalize on lower-quality companies, including those under financial stress, resulting in a boost for small-cap stocks. The Fund’s lack of exposure to these low-quality stocks, as well as its large-cap focus, led to its underperformance early in the rally. Overall, positive stock selection led to Fund returns more closely tracking the MSCI EAFE Index since April, although not enough to offset underperformance in March and April.

• The materials sector was the biggest factor in the Fund’s relative underperformance for the year. Most of the shortfall in the sector was due to stock selection in the metals & mining industry. Financials was also a significant detractor from performance. The sector accounted for approximately one quarter of the MSCI EAFE Index’s weight and contributed the most to its returns. However, the Fund was underweighted in the sector all year, which hurt performance. Stock selection also detracted, especially the Fund’s investments in the consumer finance industry. An overweighting to health care further dampened the Fund’s performance relative to the MSCI EAFE Index. Conversely, the Fund’s stock selection in the energy sector added to relative returns.

Total Return Performance
10/31/08 – 10/31/09
Class A3	18.47	%
Class C3	17.57
Class I3	18.48
MSCI EAFE Index2	27.71
Lipper International Large-Cap Core Funds Average2	23.97

See page 3 for more performance information.

1	The Fund currently invests in a separately registered investment company, International Equity Portfolio, with the same objective and policies as the Fund. References to investments are to the Portfolio’s holdings.
2	It is not possible to invest directly in an Index or a Lipper Classification. The Index’s total return does not reflect commissions or expenses that would have been incurred if an investor individually purchased or sold the securities represented in the Index. Index returns reflect dividends net of any applicable foreign withholding taxes. The Lipper total return is the average total return, at net asset value, of the funds that are in the same Lipper Classification as the Fund.
3	These returns do not include the 5.75% maximum sales charge for Class A shares or the applicable contingent deferred sales charge (CDSC) for Class C shares. If sales charges were deducted, the returns would be lower. Class I shares are offered to certain investors at net asset value. Class A and Class I shares are subject to a 1.00% redemption fee if redeemed or exchanged within 90 days of settlement of purchase. Absent an allocation of certain expenses to the investment adviser and sub-adviser of the Portfolio and the administrator of the Fund, the returns would be lower.

Fund shares are not insured by the FDIC and are not deposits or other obligations of, or guaranteed by, any depository institution. Shares are subject to investment risks, including possible loss of principal invested.

1

Eaton Vance International Equity Fund as of October 31, 2009

MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE

• Despite the second half rally elsewhere in the world, Japan was the worst performing market for the year (performance based on U.S. dollars). The Fund was underweighted in Japanese stocks, which aided its performance, as all Japanese sectors did poorly, underperforming the overall MSCI EAFE Index.

• Emerging markets enjoyed a strong year, with some economies proving more resilient to the financial crisis and global recession than anticipated. Asian economies, mostly led by global trade, were poised to improve in the second half of 2009. In Latin America, Mexico seemed likely to track the U.S. in an economic recovery, while Brazil proved more resilient to external shocks. After an initial paring back late in 2008, the Fund’s weighting in emerging markets increased over the year, which — along with stock selection — was a big contributor to performance.

• Our investment philosophy and process remain consistent: investing in a diversified portfolio of foreign equity securities with favorable growth prospects, competitive positions and strong balance sheets. As we have experienced in prior recoveries, we believe market leadership will continue to rotate from high-risk, low-quality companies to high-quality companies that can deliver revenue growth as the economic recovery matures.

The views expressed throughout this report are those of the portfolio managers and are current only through the end of the period of the report as stated on the cover. These views are subject to change at any time based upon market or other conditions, and the investment adviser disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a fund are based on many factors, may not be relied on as an indication of trading intent on behalf of any Eaton Vance fund. Portfolio information provided in the report may not be representative of the Portfolio’s current or future investments and may change due to active management.

Portfolio Composition

Global Allocation¹
By net assets

Europe 58.9% Continental Europe 41.9% U.K. 17.0% Emerging Markets 19.3% Europe/Africa/Asia 11.0% Latin America 8.3% Asia-Pacific 16.9% Japan 9.8% Other 7.1% North America 2.4% Africa/Other 0.7%

¹ As a percentage of the Portfolio’s net assets as of 10/31/09. Excludes cash equivalents.

Top 10 Holdings²
By net assets

Banco Santander Central Hispano SA ADR	3.9	%
Nestle SA ADR	3.2
Novartis AG ADR	3.1
Total SA ADR	3.0
British American Tobacco PLC ADR	3.0
Mitsui & Co., Ltd.	2.6
Petroleo Brasileiro SA ADR	2.5
DBS Group Holdings, Ltd. ADR	2.5
Unilever PLC	2.3
BOC Hong Kong Holdings, Ltd.	2.3

² Top 10 Holdings represented 28.4% of the Portfolio’s net assets as of 10/31/09. Excludes cash equivalents.

2

Eaton Vance International Equity Fund as of October 31, 2009

FUND PERFORMANCE

The line graph and table set forth below provide information about the Fund’s performance. The line graph compares the performance of Class A of the Fund with that of the MSCI EAFE Index, a broad-based, unmanaged market index of international stocks. The lines on the graph represent the total returns of a hypothetical investment of $10,000 in each of Class A and the Index. Class A total returns are presented at net asset value and maximum public offering price. The table includes the total returns of each Class of the Fund at net asset value and maximum public offering price. The performance presented below does not reflect the deduction of taxes, if any, that a shareholder would pay on distributions or redemptions of Fund shares.

Comparison of Change in Value of a $10,000 Investment in Eaton Vance International Equity Fund, Class A vs. the MSCI EAFE Index*

*

Source: Lipper Inc. Class A of the Fund commenced investment operations on 5/31/06.

A $10,000 hypothetical investment at net asset value in Class C and Class I shares on 5/31/06 (commencement of operations) would have been valued at $8,567 and $8,843, respectively, on 10/31/09. It is not possible to invest directly in an Index. The Index’s total return does not reflect commissions or expenses that would have been incurred if an investor individually purchased or sold the securities represented in the Index. Index returns reflect dividends net of any applicable foreign witholding taxes.

Performance1	Class A			Class C			Class I
Share Class Symbol	EAIEX			ECIEX			EIIEX
Average Annual Total Returns (at net asset value)
One Year		18.47	%		17.57	%		18.48	%
Life of Fund†		-3.69			-4.42			-3.53
SEC Average Annual Total Returns (including sales charge or applicable CDSC)
One Year		11.70	%		16.57	%		18.48	%
Life of Fund†		-5.34			-4.42			-3.53

†

Inception Dates — Class A, Class C and Class I: 5/31/06

1

Average Annual Total Returns do not include the 5.75% maximum sales charge for Class A shares or the applicable contingent deferred sales charge (CDSC) for Class C shares. If sales charges were deducted, the returns would be lower. Class I shares are offered to certain investors at net asset value. Class A and Class I shares are subject to a 1.00% redemption fee if redeemed or exchanged within 90 days of settlement of purchase. SEC Average Annual Total Returns for Class A reflect the maximum 5.75% sales charge. SEC returns for Class C reflect a 1% CDSC for the first year. Absent an allocation of certain expenses to the investment adviser and sub-adviser of the Portfolio and the administrator of the Fund, the returns would be lower.

Total Annual
Operating Expenses2	Class A			Class C			Class I
Gross Expense Ratio		2.06	%		2.81	%		1.81	%
Net Expense Ratio		1.50			2.25			1.25

² Source: Prospectus dated 3/1/09. The net expense ratio reflects a contractual expense limitation that continues through February 28, 2010. Thereafter, the expense limitation may be changed or terminated at any time. Without this expense limitation, expenses would be higher.

Past performance is no guarantee of future results. Returns are historical and are calculated by determining the percentage change in net asset value or offering price (as applicable) with all distributions reinvested. Investment return and principal value will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Performance is for the stated time period only; due to market volatility, the Fund’s current performance may be lower or higher than the quoted return. For performance as of the most recent month end, please refer to www.eatonvance.com.

3

Eaton Vance International Equity Fundas of October 31, 2009

FUND EXPENSES

Example: As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchases and redemption fees (if applicable); and (2) ongoing costs, including management fees; distribution or service fees; and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 2009 – October 31, 2009).

Actual Expenses: The first section of the table below provides information about actual account values and actual expenses. You may use the information in this section, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first section under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes: The second section of the table below provides information about hypothetical account values and hypothetical expenses based on the actual Fund expense ratio and an assumed rate of return of 5% per year (before expenses), which is not the actual return of the Fund. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in your Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads) or redemption fees (if applicable). Therefore, the second section of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would be higher.

Eaton Vance International Equity Fund

	Beginning Account Value		Ending Account Value		Expenses Paid During Period*
	(5/1/09)		(10/31/09)		(5/1/09 – 10/31/09)
Actual
Class A		$1,000.00		$1,314.60		$8.75	**
Class C		$1,000.00		$1,309.70		$13.10	**
Class I		$1,000.00		$1,314.20		$7.29	**
Hypothetical
(5% return per year before expenses)
Class A		$1,000.00		$1,017.60		$7.63	**
Class C		$1,000.00		$1,013.90		$11.42	**
Class I		$1,000.00		$1,018.90		$6.36	**

*

Expenses are equal to the Fund’s annualized expense ratio of 1.50% for Class A shares, 2.25% for Class C shares and 1.25% for Class I shares, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period). The Example assumes that the $1,000 was invested at the net asset value per share determined at the close of business on April 30, 2009. The Example reflects expenses of both the Fund and the Portfolio.

**

Absent an allocation of expenses to affiliates, expenses would be higher.

4

Eaton Vance International Equity Fundas of October 31, 2009

FINANCIAL STATEMENTS

Statement of Assets and Liabilities

As of October 31, 2009
Assets
Investment in International Equity Portfolio, at value (identified cost, $18,965,046)	$	19,945,216
Receivable for Fund shares sold		1,292,675
Receivable from affiliates		26,923
Total assets	$	21,264,814
Liabilities
Payable for Fund shares redeemed	$	8,677
Payable to affiliates:
Distribution and service fees		3,125
Trustees’ fees		42
Accrued expenses		39,622
Total liabilities	$	51,466
Net Assets	$	21,213,348
Sources of Net Assets
Paid-in capital	$	29,023,531
Accumulated net realized loss from Portfolio		(9,141,217	)
Accumulated undistributed net investment income		350,864
Net unrealized appreciation from Portfolio		980,170
Total	$	21,213,348
Class A
Net Assets	$	7,131,856
Shares Outstanding		845,118
Net Asset Value and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	8.44
Maximum Offering Price Per Share
(100 ¸ 94.25 of net asset value per share)	$	8.95
Class C
Net Assets	$	2,121,627
Shares Outstanding		254,772
Net Asset Value and Offering Price Per Share*
(net assets ¸ shares of beneficial interest outstanding)	$	8.33
Class I
Net Assets	$	11,959,865
Shares Outstanding		1,414,407
Net Asset Value, Offering Price and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	8.46

On sales of $50,000 or more, the offering price of Class A shares is reduced.

*  Redemption price per share is equal to the net asset value less any applicable contingent deferred sales charge.

Statement of Operations

For the Year Ended
October 31, 2009
Investment Income
Dividends allocated from Portfolio (net of foreign taxes, $70,452)	$	625,966
Interest allocated from Portfolio		8,207
Expenses allocated from Portfolio		(221,862	)
Total investment income from Portfolio	$	412,311
Expenses
Distribution and service fees
Class A	$	12,860
Class C		16,747
Trustees’ fees and expenses		500
Custodian fee		18,889
Transfer and dividend disbursing agent fees		21,020
Legal and accounting services		21,676
Printing and postage		20,932
Registration fees		44,783
Miscellaneous		11,945
Total expenses	$	169,352
Deduct —
Allocation of expenses to affiliates	$	139,893
Total expense reductions	$	139,893
Net expenses	$	29,459
Net investment income	$	382,852
Realized and Unrealized Gain (Loss) from Portfolio
Net realized gain (loss) —
Investment transactions	$	(6,017,403	)
Foreign currency transactions		(17,230	)
Net realized loss	$	(6,034,633	)
Change in unrealized appreciation (depreciation) —
Investments	$	9,212,730
Foreign currency		3,347
Net change in unrealized appreciation (depreciation)	$	9,216,077
Net realized and unrealized gain	$	3,181,444
Net increase in net assets from operations	$	3,564,296

See notes to financial statements

5

Eaton Vance International Equity Fundas of October 31, 2009

FINANCIAL STATEMENTS CONT’D

Statements of Changes in Net Assets

Increase (Decrease)	Year Ended			Year Ended
in Net Assets	October 31, 2009			October 31, 2008
From operations —
Net investment income	$	382,852		$	411,119
Net realized loss from investment and foreign currency transactions		(6,034,633	)		(3,086,060	)
Net change in unrealized appreciation (depreciation) from investments and foreign currency		9,216,077			(11,096,418	)
Net increase (decrease) in net assets from operations	$	3,564,296		$	(13,771,359	)
Distributions to shareholders —
From net investment income
Class A	$	(102,504	)	$	(109,757	)
Class C		(16,956	)		(27,887	)
Class I		(215,009	)		(190,286	)
Total distributions to shareholders	$	(334,469	)	$	(327,930	)
Transactions in shares of beneficial interest —
Proceeds from sale of shares
Class A	$	4,351,169		$	8,307,641
Class C		1,473,441			2,065,863
Class I		3,743,567			11,776,779
Net asset value of shares issued to shareholders in payment of distributions declared
Class A		89,161			88,207
Class C		13,088			18,103
Class I		121,258			141,231
Cost of shares redeemed
Class A		(3,131,274	)		(3,189,006	)
Class C		(1,015,594	)		(807,346	)
Class I		(4,220,883	)		(2,861,556	)
Redemption fees		5,247			2,522
Net increase in net assets from Fund share transactions	$	1,429,180		$	15,542,438
Net increase in net assets	$	4,659,007		$	1,443,149
Net Assets
At beginning of year	$	16,554,341		$	15,111,192
At end of year	$	21,213,348		$	16,554,341
Accumulated undistributed net investment income included in net assets
At end of year	$	350,864		$	319,675

See notes to financial statements

6

Eaton Vance International Equity Fundas of October 31, 2009

FINANCIAL STATEMENTS CONT’D

Financial Highlights

	Class A
	Year Ended October 31,
										Period Ended
	2009			2008			2007			October 31, 2006(1)
Net asset value — Beginning of period	$	7.260		$	14.200		$	10.650		$	10.000
Income (Loss) From Operations
Net investment income (loss)(2)	$	0.136		$	0.209		$	0.468	(3)	$	(0.003	)
Net realized and unrealized gain (loss)		1.177			(6.901	)		3.119			0.653
Total income (loss) from operations	$	1.313		$	(6.692	)	$	3.587		$	0.650
Less Distributions
From net investment income	$	(0.135	)	$	(0.249	)	$	(0.038	)	$	—
Total distributions	$	(0.135	)	$	(0.249	)	$	(0.038	)	$	—
Redemption fees(2)	$	0.002		$	0.001		$	0.001		$	0.000	(4)
Net asset value — End of period	$	8.440		$	7.260		$	14.200		$	10.650
Total Return(5)		18.47	%		(47.91	)%		33.78	%		6.50	%(6)
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$	7,132		$	5,084		$	4,124		$	430
Ratios (as a percentage of average daily net assets):
Expenses before custodian fee reduction(7)(8)		1.50	%		1.50	%		1.50	%		1.51	%(9)
Expenses after custodian fee reduction(7)(8)		1.50	%		1.50	%		1.50	%		1.50	%(9)
Net investment income (loss)		1.92	%		1.80	%		3.82	%(3)		(0.08	)%(9)
Portfolio Turnover of the Portfolio		61	%		35	%		21	%		1	%

(1)	For the period from the start of business, May 31, 2006, to October 31, 2006.
(2)	Computed using average shares outstanding.
(3)	Net investment income per share reflects a dividend resulting from a corporate action allocated from the Portfolio which amounted to $0.342 per share. Excluding this dividend, the ratio of net investment income to average daily net assets would have been 1.02%.
(4)	Amount represents less than $0.0005.
(5)	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.
(6)	Not annualized.
(7)	Includes the Fund’s share of the Portfolio’s allocated expenses.
(8)	The investment adviser of the Portfolio waived all or a portion of its investment adviser fee and the investment adviser and administrator subsidized certain operating expenses (equal to 0.85%, 0.56%, 1.17% and 19.97% of average daily net assets for the years ended October 31, 2009, 2008 and 2007 and the period ended October 31, 2006, respectively). A portion of the waiver and subsidy was borne by the sub-adviser of the Portfolio. Absent the waiver and subsidy, total return would be lower.
(9)	Annualized.

See notes to financial statements

7

Eaton Vance International Equity Fundas of October 31, 2009

FINANCIAL STATEMENTS CONT’D

Financial Highlights

	Class C
	Year Ended October 31,
										Period Ended
	2009			2008			2007			October 31, 2006(1)
Net asset value — Beginning of period	$	7.160		$	14.060		$	10.620		$	10.000
Income (Loss) From Operations
Net investment income (loss)(2)	$	0.080		$	0.130		$	0.338	(3)	$	(0.037	)
Net realized and unrealized gain (loss)		1.162			(6.829	)		3.127			0.657
Total income (loss) from operations	$	1.242		$	(6.699	)	$	3.465		$	0.620
Less Distributions
From net investment income	$	(0.074	)	$	(0.202	)	$	(0.026	)	$	—
Total distributions	$	(0.074	)	$	(0.202	)	$	(0.026	)	$	—
Redemption fees(2)	$	0.002		$	0.001		$	0.001		$	0.000	(4)
Net asset value — End of period	$	8.330		$	7.160		$	14.060		$	10.620
Total Return(5)		17.57	%		(48.33	)%		32.79	%		6.20	%(6)
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$	2,122		$	1,350		$	1,200		$	170
Ratios (as a percentage of average daily net assets):
Expenses before custodian fee reduction(7)(8)		2.25	%		2.25	%		2.25	%		2.26	%(9)
Expenses after custodian fee reduction(7)(8)		2.25	%		2.25	%		2.25	%		2.25	%(9)
Net investment income (loss)		1.13	%		1.12	%		2.78	%(3)		(0.87	)%(9)
Portfolio Turnover of the Portfolio		61	%		35	%		21	%		1	%

(1)	For the period from the start of business, May 31, 2006, to October 31, 2006.
(2)	Computed using average shares outstanding.
(3)	Net investment income per share reflects a dividend resulting from a corporate action allocated from the Portfolio which amounted to $0.290 per share. Excluding this dividend, the ratio of net investment income to average daily net assets would have been 0.39%.
(4)	Amount represents less than $0.0005.
(5)	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.
(6)	Not annualized.
(7)	Includes the Fund’s share of the Portfolio’s allocated expenses.
(8)	The investment adviser of the Portfolio waived all or a portion of its investment adviser fee and the investment adviser and administrator subsidized certain operating expenses (equal to 0.85%, 0.56%, 1.17% and 19.97% of average daily net assets for the years ended October 31, 2009, 2008 and 2007 and the period ended October 31, 2006, respectively). A portion of the waiver and subsidy was borne by the sub-adviser of the Portfolio. Absent the waiver and subsidy, total return would be lower.
(9)	Annualized.

See notes to financial statements

8

Eaton Vance International Equity Fundas of October 31, 2009

FINANCIAL STATEMENTS CONT’D

Financial Highlights

	Class I
	Year Ended October 31,
										Period Ended
	2009			2008			2007			October 31, 2006(1)
Net asset value — Beginning of period	$	7.290		$	14.240		$	10.660		$	10.000
Income (Loss) From Operations
Net investment income(2)	$	0.175		$	0.246		$	0.416	(3)	$	0.037
Net realized and unrealized gain (loss)		1.150			(6.934	)		3.206			0.623
Total income (loss) from operations	$	1.325		$	(6.688	)	$	3.622		$	0.660
Less Distributions
From net investment income	$	(0.157	)	$	(0.263	)	$	(0.043	)	$	—
Total distributions	$	(0.157	)	$	(0.263	)	$	(0.043	)	$	—
Redemption fees(2)	$	0.002		$	0.001		$	0.001		$	0.000	(4)
Net asset value — End of period	$	8.460		$	7.290		$	14.240		$	10.660
Total Return(5)		18.48	%		(47.79	)%		34.09	%		6.60	%(6)
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$	11,960		$	10,120		$	9,787		$	2,726
Ratios (as a percentage of average daily net assets):
Expenses before custodian fee reduction(7)(8)		1.25	%		1.25	%		1.25	%		1.26	%(9)
Expenses after custodian fee reduction(7)(8)		1.25	%		1.25	%		1.25	%		1.25	%(9)
Net investment income		2.44	%		2.12	%		3.43	%(3)		0.87	%(9)
Portfolio Turnover of the Portfolio		61	%		35	%		21	%		1	%

(1)	For the period from the start of business, May 31, 2006, to October 31, 2006.
(2)	Computed using average shares outstanding.
(3)	Net investment income per share reflects a dividend resulting from a corporate action allocated from the Portfolio which amounted to $0.241 per share. Excluding this dividend, the ratio of net investment income to average daily net assets would have been 1.44%.
(4)	Amount represents less than $0.0005.
(5)	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested.
(6)	Not annualized.
(7)	Includes the Fund’s share of the Portfolio’s allocated expenses.
(8)	The investment adviser of the Portfolio waived all or a portion of its investment adviser fee and the investment adviser and administrator subsidized certain operating expenses (equal to 0.85%, 0.56%, 1.17% and 19.97% of average daily net assets for the years ended October 31, 2009, 2008 and 2007 and the period ended October 31, 2006, respectively). A portion of the waiver and subsidy was borne by the sub-adviser of the Portfolio. Absent the waiver and subsidy, total return would be lower.
(9)	Annualized.

See notes to financial statements

9

Eaton Vance International Equity Fundas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS

1Significant Accounting Policies

Eaton Vance International Equity Fund (the Fund) is a diversified series of Eaton Vance Mutual Funds Trust (the Trust). The Trust is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company. The Fund offers three classes of shares. Class A shares are generally sold subject to a sales charge imposed at time of purchase. Class C shares are sold at net asset value and are generally subject to a contingent deferred sales charge (see Note 5). Class I shares are sold at net asset value and are not subject to a sales charge. Each class represents a pro-rata interest in the Fund, but votes separately on class-specific matters and (as noted below) is subject to different expenses. Realized and unrealized gains and losses and net investment income, other than class-specific expenses, are allocated daily to each class of shares based on the relative net assets of each class to the total net assets of the fund. Each class of shares differs in its distribution plan and certain other class-specific expenses. The Fund invests all of its investable assets in interests in International Equity Portfolio (the Portfolio), a New York trust, having the same investment objective and policies as the Fund. The value of the Fund’s investment in the Portfolio reflects the Fund’s proportionate interest in the net assets of the Portfolio (65.0% at October 31, 2009). The performance of the Fund is directly affected by the performance of the Portfolio. The financial statements of the Portfolio, including the portfolio of investments, are included elsewhere in this report and should be read in conjunction with the Fund’s financial statements.

The following is a summary of significant accounting policies of the Fund. The policies are in conformity with accounting principles generally accepted in the United States of America. A source of authoritative accounting principles applied in the preparation of the Fund’s financial statements is the Financial Accounting Standards Board (FASB) Accounting Standards Codification (the Codification), which superseded existing non-Securities and Exchange Commission accounting and reporting standards for interim and annual reporting periods ending after September 15, 2009. The adoption of the Codification for the current reporting period did not impact the Fund’s application of generally accepted accounting principles.

AInvestment Valuation — Valuation of securities by the Portfolio is discussed in Note 1A of the Portfolio’s Notes to Financial Statements, which are included elsewhere in this report.

BIncome — The Fund’s net investment income or loss consists of the Fund’s pro-rata share of the net investment income or loss of the Portfolio, less all actual and accrued expenses of the Fund.

CFederal Taxes — The Fund’s policy is to comply with the provisions of the Internal Revenue Code applicable to regulated investment companies and to distribute to shareholders each year substantially all of its net investment income, and all or substantially all of its net realized capital gains. Accordingly, no provision for federal income or excise tax is necessary. At October 31, 2009, the Fund, for federal income tax purposes, had a capital loss carryforward of $8,943,686 which will reduce its taxable income arising from future net realized gains on investment transactions, if any, to the extent permitted by the Internal Revenue Code, and thus will reduce the amount of distributions to shareholders, which would otherwise be necessary to relieve the Fund of any liability for federal income or excise tax. Such capital loss carryforward will expire on October 31, 2014 ($7,211), October 31, 2015 ($65,592), October 31, 2016 ($2,978,887) and October 31, 2017 ($5,891,996).

As of October 31, 2009, the Fund had no uncertain tax positions that would require financial statement recognition, de-recognition, or disclosure. Each of the Fund’s federal tax returns filed in the 3-year period ended October 31, 2009 remains subject to examination by the Internal Revenue Service.

DExpenses — The majority of expenses of the Trust are directly identifiable to an individual fund. Expenses which are not readily identifiable to a specific fund are allocated taking into consideration, among other things, the nature and type of expense and the relative size of the funds.

EExpense Reduction — State Street Bank and Trust Company (SSBT) serves as custodian of the Fund. Pursuant to the custodian agreement, SSBT receives a fee reduced by credits, which are determined based on the average daily cash balance the Fund maintains with SSBT. All credit balances, if any, used to reduce the Fund’s custodian fees are reported as a reduction of expenses in the Statement of Operations.

FUse 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.

10

Eaton Vance International Equity Fundas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

GIndemnifications — Under the Trust’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 Fund, and shareholders are indemnified against personal liability for the obligations of the Trust. Additionally, in the normal course of business, the Fund enters into agreements with service providers that may contain indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred.

HRedemption Fees — Upon the redemption or exchange of shares by Class A or Class I shareholders within 90 days of the settlement of purchase, a fee of 1% of the current net asset value of these shares will be assessed and retained by the Fund for the benefit of the remaining shareholders. The redemption fee is accounted for as an addition to paid-in capital.

IOther — Investment transactions are accounted for on a trade date basis. Dividends to shareholders are recorded on the ex-dividend date.

2Distributions to Shareholders

It is the present policy of the Fund to make at least one distribution annually (normally in December) of all or substantially all of its net investment income and to distribute annually all or substantially all of its net realized capital gains (reduced by available capital loss carryforwards from prior years, if any). Distributions are declared separately for each class of shares. Shareholders may reinvest income and capital gain distributions in additional shares of the same class of the Fund at the net asset value as of the ex-dividend date or, at the election of the shareholder, receive distributions in cash. The Fund distinguishes between distributions on a tax basis and a financial reporting basis. Accounting principles generally accepted in the United States of America require that only distributions in excess of tax basis earnings and profits be reported in the financial statements as a return of capital. Permanent differences between book and tax accounting relating to distributions are reclassified to paid-in capital. For tax purposes, distributions from short-term capital gains are considered to be from ordinary income.

The tax character of distributions declared for the years ended October 31, 2009 and October 31, 2008 was as follows:

	Year Ended October 31,
	2009		2008
Distributions declared from:
Ordinary income	$	334,469	$	327,930

During the year ended October 31, 2009, accumulated net realized loss was decreased by $17,228, accumulated undistributed net investment income was decreased by $17,194, and paid-in capital was decreased by $34 due to differences between book and tax accounting, primarily for foreign currency gain (loss) and non-deductible expenses. These reclassifications had no effect on the net assets or net asset value per share of the Fund.

As of October 31, 2009, the components of distributable earnings (accumulated losses) and unrealized appreciation (depreciation) on a tax basis were as follows:

Undistributed ordinary income	$	350,864
Capital loss carryforward	$	(8,943,686	)
Net unrealized appreciation	$	782,639

The differences between components of distributable earnings (accumulated losses) on a tax basis and the amounts reflected in the Statement of Assets and Liabilities are primarily due to partnership allocations.

3Transactions with Affiliates

Eaton Vance Management (EVM) serves as the administrator to the Fund, but receives no compensation. The Portfolio has engaged Boston Management and Research (BMR), a subsidiary of EVM, to render investment advisory services. See Note 2 of the Portfolio’s Notes to Financial Statements which are included elsewhere in this report. EVM and the sub-adviser of the Portfolio, Eagle Global Advisors, L.L.C. (Eagle), have agreed to reimburse the Fund’s operating expenses to the extent that they exceed 1.50%, 2.25% and 1.25% annually of the Fund’s average daily net assets for Class A, Class C and Class I, respectively. This agreement may be changed or terminated after February 28, 2010. Pursuant to this agreement, EVM and Eagle were allocated $69,947 and $69,946, respectively, of the Fund’s operating expenses for the year ended October 31, 2009. EVM serves as the sub-transfer agent of the Fund and receives from the transfer agent an aggregate fee based upon the actual expenses incurred by EVM in the performance of these services. For the year ended October 31, 2009, EVM earned $1,028 in sub-transfer agent fees. The Fund was informed that Eaton Vance Distributors, Inc. (EVD), an affiliate of EVM and the Fund’s principal underwriter, received $3,663 as its portion of the sales charge on sales of Class A shares for the year ended October 31, 2009. EVD also received distribution and service fees from Class A and Class C shares (see Note 4) and contingent deferred sales charges (see Note 5).

Except for Trustees of the Fund and the Portfolio who are not members of EVM’s or BMR’s organizations, officers and Trustees receive remuneration for their services to the

11

Eaton Vance International Equity Fundas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

Fund out of the investment adviser fee. Certain officers and Trustees of the Fund and the Portfolio are officers of the above organizations.

4Distribution Plans

The Fund has in effect a distribution plan for Class A shares (Class A Plan) pursuant to Rule 12b-1 under the 1940 Act. The Class A Plan provides that the Fund will pay EVD a distribution and service fee of 0.25% per annum of its average daily net assets attributable to Class A shares for distribution services and facilities provided to the Fund by EVD, as well as for personal services and/or the maintenance of shareholder accounts. Distribution and service fees paid or accrued to EVD for the year ended October 31, 2009 amounted to $12,860 for Class A shares. The Fund also has in effect a distribution plan for Class C shares (Class C Plan) pursuant to Rule 12b-1 under the 1940 Act. The Class C Plan requires the Fund to pay EVD amounts equal to 0.75% per annum of its average daily net assets attributable to Class C shares for providing ongoing distribution services and facilities to the Fund. The Fund will automatically discontinue payments to EVD during any period in which there are no outstanding Uncovered Distribution Charges, which are equivalent to the sum of (i) 6.25% of the aggregate amount received by the Fund for Class C shares sold, plus (ii) interest calculated by applying the rate of 1% over the prevailing prime rate to the outstanding balance of Uncovered Distribution Charges of EVD of Class C, reduced by the aggregate amount of contingent deferred sales charges (see Note 5) and amounts theretofore paid or payable to EVD. For the year ended October 31, 2009, the Fund paid or accrued to EVD $12,560 for Class C shares representing 0.75% of the average daily net assets of Class C shares. At October 31, 2009, the amount of Uncovered Distribution Charges of EVD calculated under the Class C Plan was approximately $111,000. The Class C Plan also authorizes the Fund to make payments of service fees to EVD, financial intermediaries and other persons in amounts not exceeding 0.25% per annum of its average daily net assets attributable to that class. Service fees paid or accrued are for personal services and/or the maintenance of shareholder accounts. They are separate and distinct from the sales commissions and distribution fees payable to EVD and, as such, are not subject to automatic discontinuance when there are no outstanding Uncovered Distribution Charges of EVD. Service fees paid or accrued for the year ended October 31, 2009 amounted to $4,187 for Class C shares.

5Contingent Deferred Sales Charges

A contingent deferred sales charge (CDSC) of 1% generally is imposed on redemptions of Class C shares made within one year of purchase. Class A shares may be subject to a 1% CDSC if redeemed within 18 months of purchase (depending on the circumstances of purchase). Generally, the CDSC is based upon the lower of the net asset value at date of redemption or date of purchase. No charge is levied on shares acquired by reinvestment of dividends or capital gain distributions. No CDSC is levied on shares which have been sold to EVM or its affiliates or to their respective employees or clients and may be waived under certain other limited conditions. CDSCs received on Class C redemptions are paid to EVD to reduce the amount of Uncovered Distribution Charges calculated under the Fund’s Class C Plan. CDSCs received on Class C redemptions when no Uncovered Distribution Charges exist are credited to the Fund. For the year ended October 31, 2009, the Fund was informed that EVD received approximately $500 and $2,000 of CDSCs paid by Class A and Class C shareholders, respectively.

6Investment Transactions

For the year ended October 31, 2009, increases and decreases in the Fund’s investment in the Portfolio aggregated $7,660,872 and $7,889,773, respectively.

7Shares of Beneficial Interest

The Fund’s Declaration of Trust permits the Trustees to issue an unlimited number of full and fractional shares of beneficial interest (without par value). Such shares may be issued in a number of different series (such as the Fund) and classes. Transactions in Fund shares were as follows:

	Year Ended October 31,
Class A	2009			2008
Sales		591,541			695,292
Issued to shareholders electing to receive payments of distributions in Fund shares		12,576			6,687
Redemptions		(459,187	)		(292,160	)
Net increase		144,930			409,819
	Year Ended October 31,
Class C	2009			2008
Sales		212,921			179,367
Issued to shareholders electing to receive payments of distributions in Fund shares		1,859			1,384
Redemptions		(148,630	)		(77,476	)
Net increase		66,150			103,275

12

Eaton Vance International Equity Fundas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

	Year Ended October 31,
Class I	2009			2008
Sales		548,241			971,438
Issued to shareholders electing to receive payments of distributions in Fund shares		17,103			10,691
Redemptions		(540,126	)		(280,327	)
Net increase		25,218			701,802

For the years ended October 31, 2009 and October 31, 2008, the Fund received $5,247 and $2,522, respectively, in redemption fees.

8Review for Subsequent Events

In connection with the preparation of the financial statements of the Fund as of and for the year ended October 31, 2009, events and transactions subsequent to October 31, 2009 through December 16, 2009, the date the financial statements were issued, have been evaluated by the Fund’s management for possible adjustment and/or disclosure. Management has not identified any subsequent events requiring financial statement disclosure as of the date these financial statements were issued.

13

Eaton Vance International Equity Fundas of October 31, 2009

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Trustees of Eaton Vance Mutual Funds
Trust and the Shareholders of Eaton Vance
International Equity Fund:

We have audited the accompanying statement of assets and liabilities of Eaton Vance International Equity Fund (the “Fund”) (one of the funds constituting Eaton Vance Mutual Funds Trust), as of October 31, 2009, 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 financial highlights for each of the three years in the period then ended and the period from the start of business, May 31, 2006, to October 31, 2006. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the 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 financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Eaton Vance International Equity Fund as of October 31, 2009, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the three years in the period then ended and the period from the start of business, May 31, 2006, to October 31, 2006, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 16, 2009

14

Eaton Vance International Equity Fundas of October 31, 2009

FEDERAL TAX INFORMATION (Unaudited)

The Form 1099-DIV you receive in January 2010 will show the tax status of all distributions paid to your account in calendar year 2009. Shareholders are advised to consult their own tax adviser with respect to the tax consequences of their investment in the Fund. As required by the Internal Revenue Code regulations, shareholders must be notified within 60 days of the Fund’s fiscal year end regarding the status of qualified dividend income for individuals and the foreign tax credit.

Qualified Dividend Income. The Fund designates $668,321 or up to the maximum amount of such dividends allowable pursuant to the Internal Revenue Code, as qualified dividend income eligible for the reduced tax rate of 15%.

Foreign Tax Credit. The Fund designates a foreign tax credit of $70,452 and recognizes foreign source income of $696,418.

15

International Equity Portfolioas of October 31, 2009

PORTFOLIO OF INVESTMENTS

Common Stocks — 98.2%
Security	Shares		Value
Automobiles — 2.7%
Fiat SpA(1)		9,800	$	145,900
Honda Motor Co., Ltd. ADR		10,600		328,282
Toyota Motor Corp.		8,800		347,397
			$	821,579
Beverages — 3.3%
Central European Distribution Corp.(1)		13,800	$	429,318
Fomento Economico Mexicano SA de CV ADR		13,500		584,685
			$	1,014,003
Building Products — 1.3%
Wienerberger AG(1)		22,120	$	399,590
			$	399,590
Capital Markets — 0.4%
3i Group PLC		32,000	$	137,733
			$	137,733
Chemicals — 1.5%
Agrium, Inc.		9,550	$	448,373
			$	448,373
Commercial Banks — 19.0%
Banco Santander Central Hispano SA ADR		75,100	$	1,206,106
Barclays PLC(1)		125,000		655,133
BOC Hong Kong Holdings, Ltd.		303,000		695,941
Credit Agricole SA		9,100		174,312
DBS Group Holdings, Ltd. ADR		20,700		755,757
Intesa Sanpaolo SpA(1)		152,000		639,689
KBC Groep NV(1)		10,500		449,472
Mitsubishi UFJ Financial Group, Inc.		38,000		202,403
National Bank of Greece SA(1)		16,600		606,902
Societe Generale		4,600		305,532
Turkiye Is Bankasi		37,000		140,131
			$	5,831,378
Computers & Peripherals — 0.7%
Toshiba Corp.(1)		39,000	$	222,898
			$	222,898
Construction & Engineering — 0.8%
Vinci SA		4,800	$	250,503
			$	250,503
Consumer Finance — 1.0%
ORIX Corp.		4,600	$	297,136
			$	297,136
Diversified Telecommunication Services — 5.0%
France Telecom SA ADR		20,200	$	509,444
Koninklijke KPN NV		21,000		380,914
Telefonica SA		22,600		631,139
			$	1,521,497
Electric Utilities — 1.5%
E.ON AG ADR		12,000	$	460,800
			$	460,800
Electrical Equipment — 1.3%
ABB, Ltd. ADR		22,000	$	407,660
			$	407,660
Electronic Equipment, Instruments & Components — 2.6%
FUJIFILM Holdings Corp.		17,000	$	483,297
Hon Hai Precision Industry Co., Ltd.		80,500		315,305
			$	798,602
Energy Equipment & Services — 1.0%
OAO TMK GDR		16,600	$	299,877
			$	299,877
Food Products — 6.1%
Cosan, Ltd., Class A(1)		27,400	$	182,484
Nestle SA ADR		20,800		967,616
Unilever PLC		24,000		717,018
			$	1,867,118
Health Care Equipment & Supplies — 0.5%
Mindray Medical International, Ltd. ADR		5,000	$	153,650
			$	153,650

See notes to financial statements

16

International Equity Portfolioas of October 31, 2009

PORTFOLIO OF INVESTMENTS CONT’D

Security	Shares		Value
Hotels, Restaurants & Leisure — 1.0%
Carnival PLC		5,100	$	158,106
Melco Crown Entertainment, Ltd. ADR(1)		27,800		137,888
			$	295,994
Household Durables — 1.7%
Desarrolladora Homex SA de CV ADR(1)		10,200	$	362,712
Fisher & Paykel Appliances Holdings, Ltd.		22,300		10,561
LG Electronics, Inc.		1,600		148,737
			$	522,010
Industrial Conglomerates — 3.1%
Cookson Group PLC(1)		61,000	$	363,997
Keppel, Ltd. ADR		52,000		602,160
			$	966,157
Insurance — 4.7%
Aegon NV(1)		60,700	$	431,422
Aviva PLC		24,000		150,075
AXA SA ADR		23,300		577,840
Zurich Financial Services AG		1,300		297,690
			$	1,457,027
Media — 0.9%
Central European Media Enterprises, Ltd., Class A(1)		11,500	$	289,110
			$	289,110
Metals & Mining — 7.4%
Anglo American PLC ADR(1)		18,163	$	328,750
ArcelorMittal		8,000		272,160
Rio Tinto PLC ADR		2,000		356,060
Sterlite Industries India, Ltd. ADR		37,900		597,683
Thompson Creek Metals Co., Inc.(1)		27,600		280,968
Vale SA ADR		19,200		443,520
			$	2,279,141
Multi-Utilities — 2.9%
National Grid PLC		31,800	$	315,006
RWE AG ADR		6,500		570,050
			$	885,056
Multiline Retail — 0.5%
Marks & Spencer Group PLC		27,000	$	151,223
			$	151,223
Office Electronics — 1.1%
Canon, Inc.		9,000	$	339,325
			$	339,325
Oil, Gas & Consumable Fuels — 9.4%
KazMunaiGas Exploration Production GDR		8,000	$	188,700
LUKOIL OAO ADR		9,000		525,600
OMV AG		3,600		148,352
Petroleo Brasileiro SA ADR		19,200		770,304
StatoilHydro ASA ADR		14,191		335,759
Total SA ADR		15,400		925,078
			$	2,893,793
Pharmaceuticals — 6.9%
AstraZeneca PLC ADR		5,400	$	242,514
GlaxoSmithKline PLC ADR		13,800		568,008
Novartis AG ADR		18,500		961,075
Sanofi-Aventis		4,500		329,860
			$	2,101,457
Road & Rail — 0.6%
All America Latina Logistica SA (Units)		25,000	$	184,349
			$	184,349
Semiconductors & Semiconductor Equipment — 0.5%
United Microelectronics Corp. ADR(1)		47,000	$	154,630
			$	154,630
Specialty Retail — 0.5%
Kingfisher PLC		44,000	$	160,825
			$	160,825
Tobacco — 3.0%
British American Tobacco PLC ADR		14,200	$	912,066
			$	912,066

See notes to financial statements

17

International Equity Portfolioas of October 31, 2009

PORTFOLIO OF INVESTMENTS CONT’D

Security	Shares		Value
Trading Companies & Distributors — 2.6%
Mitsui & Co., Ltd.		60,000	$	787,976
			$	787,976
Wireless Telecommunication Services — 2.7%
MTN Group, Ltd.		15,000	$	223,339
Turkcell Iletisim Hizmetleri AS ADR		35,900		589,837
			$	813,176
Total Common Stocks
(identified cost $28,165,014)			$	30,125,712
Short-Term Investments — 0.2%
	Interest
Description	(000’s omitted)		Value
Cash Management Portfolio, 0.00%(2)	$	59	$	59,371
Total Short-Term Investments
(identified cost $59,371)			$	59,371
Total Investments — 98.4%
(identified cost $28,224,385)			$	30,185,083
Other Assets, Less Liabilities — 1.6%			$	497,476
Net Assets — 100.0%			$	30,682,559

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

ADR - American Depositary Receipt

GDR - Global Depositary Receipt

(1)	Non-income producing security.
(2)	Affiliated investment company available to Eaton Vance portfolios and funds which invests in high quality, U.S. dollar denominated money market instruments. The rate shown is the annualized seven-day yield as of October 31, 2009.

Country Concentration of Portfolio
	Percentage
Country	of Net Assets			Value
United Kingdom		17.0	%	$	5,216,514
France		10.0			3,072,569
Japan		9.8			3,008,714
Switzerland		8.6			2,634,041
Spain		6.0			1,837,245
Brazil		5.2			1,580,657
Singapore		4.4			1,357,917
Netherlands		3.5			1,084,496
Germany		3.4			1,030,850
Mexico		3.1			947,397
Hong Kong		2.7			833,829
Russia		2.7			825,477
Italy		2.6			785,589
Turkey		2.4			729,968
Canada		2.4			729,341
Greece		2.0			606,902
India		1.9			597,683
Austria		1.8			547,942
Taiwan		1.5			469,935
Belgium		1.5			449,472
Poland		1.4			429,318
Norway		1.1			335,759
Czech Republic		0.9			289,110
South Africa		0.7			223,339
Kazakhstan		0.6			188,700
China		0.5			153,650
South Korea		0.5			148,737
United States		0.2			59,371
New Zealand		0.0			10,561
Total Investments		98.4	%	$	30,185,083

See notes to financial statements

18

International Equity Portfolioas of October 31, 2009

FINANCIAL STATEMENTS

Statement of Assets and Liabilities

As of October 31, 2009
Assets
Unaffiliated investments, at value (identified cost, $28,165,014)	$	30,125,712
Affiliated investment, at value (identified cost, $59,371)		59,371
Foreign currency, at value (identified cost, $1,232)		1,248
Receivable for investments sold		495,004
Dividends receivable		54,122
Tax reclaims receivable		58,793
Receivable from affiliates		3,446
Total assets	$	30,797,696
Liabilities
Payable for investments purchased	$	31,347
Payable to affiliates:
Investment adviser fee		28,060
Trustees’ fees		140
Accrued expenses		55,590
Total liabilities	$	115,137
Net Assets applicable to investors’ interest in Portfolio	$	30,682,559
Sources of Net Assets
Net proceeds from capital contributions and withdrawals	$	28,721,258
Net unrealized appreciation		1,961,301
Total	$	30,682,559

Statement of Operations

For the Year Ended
October 31, 2009
Investment Income
Dividends (net of foreign taxes, $102,861)	$	952,675
Interest income allocated from affiliated investment		11,817
Expenses allocated from affiliated investment		(6,344	)
Total investment income	$	958,148
Expenses
Investment adviser fee	$	262,468
Trustees’ fees and expenses		1,652
Custodian fee		39,261
Legal and accounting services		39,699
Miscellaneous		2,636
Total expenses	$	345,716
Deduct —
Waiver of investment adviser fee	$	816
Allocation of expenses to affiliates		13,696
Total expense reductions	$	14,512
Net expenses	$	331,204
Net investment income	$	626,944
Realized and Unrealized Gain (Loss)
Net realized gain (loss) —
Investment transactions	$	(8,754,168	)
Foreign currency transactions		(26,118	)
Net realized loss	$	(8,780,286	)
Change in unrealized appreciation (depreciation) —
Investments	$	13,454,353
Foreign currency		4,003
Net change in unrealized appreciation (depreciation)	$	13,458,356
Net realized and unrealized gain	$	4,678,070
Net increase in net assets from operations	$	5,305,014

See notes to financial statements

19

International Equity Portfolioas of October 31, 2009

FINANCIAL STATEMENTS CONT’D

Statements of Changes in Net Assets

Increase (Decrease)	Year Ended			Year Ended
in Net Assets	October 31, 2009			October 31, 2008
From operations —
Net investment income	$	626,944		$	714,443
Net realized loss from investment and foreign currency transactions		(8,780,286	)		(4,615,440	)
Net change in unrealized appreciation (depreciation) from investments and foreign currency		13,458,356			(17,358,270	)
Net increase (decrease) in net assets from operations	$	5,305,014		$	(21,259,267	)
Capital transactions —
Contributions	$	9,904,124		$	28,239,659
Withdrawals		(10,031,643	)		(9,747,273	)
Net increase (decrease) in net assets from capital transactions	$	(127,519	)	$	18,492,386
Net increase (decrease) in net assets	$	5,177,495		$	(2,766,881	)
Net Assets
At beginning of year	$	25,505,064		$	28,271,945
At end of year	$	30,682,559		$	25,505,064

See notes to financial statements

20

International Equity Portfolioas of October 31, 2009

FINANCIAL STATEMENTS CONT’D

Supplementary Data

	Year Ended October 31,
										Period Ended
	2009			2008			2007			October 31, 2006(1)
Ratios/Supplemental Data
Ratios (as a percentage of average daily net assets):
Expenses before custodian fee reduction(2)		1.25	%		1.25	%		0.87	%		1.26	%(3)
Expenses after custodian fee reduction(2)		1.25	%		1.25	%		0.87	%		1.25	%(3)
Net investment income		2.33	%		2.10	%		3.72	%(4)		0.92	%(3)
Portfolio Turnover		61	%		35	%		21	%		1	%
Total Return		18.47	%		(47.77	)%		34.59	%		6.60	%(5)
Net assets, end of period (000’s omitted)	$	30,683		$	25,505		$	28,272		$	10,874

(1)	For the period from the commencement of investment operations, May 31, 2006, to October 31, 2006.
(2)	The investment adviser waived all or a portion of its investment adviser fee and/or subsidized certain operating expenses (equal to 0.05%, 0.02%, 0.55% and 5.21% of average daily net assets for the years ended October 31, 2009, 2008 and 2007 and the period ended October 31, 2006, respectively). A portion of the waiver and subsidy was borne by the sub-adviser. Absent this waiver and/or subsidy, total return would be lower.
(3)	Annualized.
(4)	Includes a dividend resulting from a corporate action equal to 1.93% of average daily net assets.
(5)	Not annualized.

See notes to financial statements

21

International Equity Portfolioas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS

1Significant Accounting Policies

International Equity Portfolio (the Portfolio) is a New York trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as a diversified, open-end management investment company. The Portfolio’s investment objective is to achieve total return by investing in a diversified portfolio of foreign equity securities. The Declaration of Trust permits the Trustees to issue interests in the Portfolio. At October 31, 2009, the Eaton Vance International Equity Fund and Eaton Vance Equity Asset Allocation Fund held an interest of 65.0% and 13.7%, 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 source of authoritative accounting principles applied in the preparation of the Portfolio’s financial statements is the Financial Accounting Standards Board (FASB) Accounting Standards Codification (the Codification), which superseded existing non-Securities and Exchange Commission accounting and reporting standards for interim and annual reporting periods ending after September 15, 2009. The adoption of the Codification for the current reporting period did not impact the Portfolio’s application of generally accepted accounting principles.

AInvestment 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. The daily valuation of exchange-traded foreign securities generally is determined as of the close of trading on the principal exchange on which such securities trade. Events occurring after the close of trading on foreign exchanges may result in adjustments to the valuation of foreign securities to more accurately reflect their fair value as of the close of regular trading on the New York Stock Exchange. When valuing foreign equity securities that meet certain criteria, the Trustees have approved the use of a fair value service that values such securities to reflect market trading that occurs after the close of the applicable foreign markets of comparable securities or other instruments that have a strong correlation to the fair-valued securities. Foreign securities and currencies are valued in U.S. dollars, based on foreign currency exchange rate quotations supplied by a third party pricing service. The pricing service uses a proprietary model to determine the exchange rate. Inputs to the model include reported trades and implied bid/ask spreads. 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.

The Portfolio may invest in Cash Management Portfolio (Cash Management), an affiliated investment company managed by Boston Management and Research (BMR), a subsidiary of Eaton Vance Management (EVM). Cash Management generally values its investment securities utilizing the amortized cost valuation technique permitted by Rule 2a-7 of the 1940 Act, pursuant to which Cash Management must comply with certain conditions. This technique involves initially valuing a portfolio security at its cost and thereafter assuming a constant amortization to maturity of any discount or premium. If amortized cost is determined not to approximate fair value, Cash Management may value its investment securities based on available market quotations provided by a third party pricing service.

BInvestment 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.

22

International Equity Portfolioas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

CIncome — Dividend income is recorded on the ex-dividend date for dividends received in cash and/or securities. However, if the ex-dividend date has passed, certain dividends from foreign securities are recorded as the Portfolio is informed of the ex-dividend date. Withholding taxes on foreign dividends and capital gains have been provided for in accordance with the Portfolio’s understanding of the applicable countries’ tax rules and rates. Interest income is recorded on the basis of interest accrued, adjusted for amortization of premium or accretion of discount.

DFederal 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 October 31, 2009, the Portfolio had no uncertain tax positions that would require financial statement recognition, de-recognition, or disclosure. Each of the Portfolio’s federal tax returns filed in the 3-year period ended October 31, 2009 remains subject to examination by the Internal Revenue Service.

EExpense 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.

FForeign Currency Translation — Investment valuations, other assets, and liabilities initially expressed in foreign currencies are translated each business day into U.S. dollars based upon current exchange rates. Purchases and sales of foreign investment securities and income and expenses denominated in foreign currencies are translated into U.S. dollars based upon currency exchange rates in effect on the respective dates of such transactions. Recognized gains or losses on investment transactions attributable to changes in foreign currency exchange rates are recorded for financial statement purposes as net realized gains and losses on investments. That portion of unrealized gains and losses on investments that results from fluctuations in foreign currency exchange rates is not separately disclosed.

GUse 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.

HIndemnifications — 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.

2Investment Adviser Fee and Other Transactions with Affiliates

The investment adviser fee is earned by BMR as compensation for investment advisory services rendered to the Portfolio. The fee is computed at an annual rate of 1.00% of the Portfolio’s average daily net assets up to $500 million and at reduced rates as daily net assets exceed that level, and is payable monthly. Pursuant to a sub-advisory agreement, BMR pays Eagle Global Advisors, L.L.C. (Eagle) a portion of its adviser fee for sub-advisory services provided to the Portfolio. The portion of the adviser fee payable by Cash Management on the Portfolio’s investment of cash therein is credited against the Portfolio’s investment adviser fee. For the year ended October 31, 2009, the Portfolio’s investment adviser fee totaled $268,524 of which $6,056 was allocated from Cash Management and $262,468 was paid or accrued directly by the Portfolio. For the year ended October 31, 2009, the Portfolio’s investment adviser fee, including the portion allocated from Cash Management, was 1.00% of the Portfolio’s average daily net assets. Pursuant to a voluntary

23

International Equity Portfolioas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

expense reimbursement, BMR and Eagle were allocated $6,848 and $6,848, respectively, of the Portfolio’s operating expenses for the year ended October 31, 2009. BMR has also agreed to reduce the investment adviser fee by an amount equal to that portion of commissions paid to broker-dealers in execution of security transactions attributed to the Portfolio that is consideration for third-party research services. For the year ended October 31, 2009, BMR waived $816 of its adviser fee. Eagle, in turn, waived $816 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 year ended October 31, 2009, no significant amounts have been deferred. Certain officers and Trustees of the Portfolio are officers of the above organizations.

3Purchases and Sales of Investments

Purchases and sales of investments, other than short-term obligations, aggregated $17,617,284 and $15,641,750, respectively, for the year ended October 31, 2009.

4Federal Income Tax Basis of Investments

The cost and unrealized appreciation (depreciation) of investments of the Portfolio at October 31, 2009, as determined on a federal income tax basis, were as follows:

Aggregate cost	$	28,224,385
Gross unrealized appreciation	$	3,478,758
Gross unrealized depreciation		(1,518,060	)
Net unrealized appreciation	$	1,960,698

The net unrealized appreciation on foreign currency at October 31, 2009 on federal income tax basis was $603.

5Line of Credit

The Portfolio participates with other portfolios and funds managed by EVM and its affiliates in a $450 million unsecured line of credit agreement with a group of banks. Borrowings are made by the Portfolio solely to facilitate the handling of unusual and/or unanticipated short-term cash requirements. Interest is charged to the Portfolio based on its borrowings at an amount above either the Eurodollar rate or Federal Funds rate. In addition, a fee computed at an annual rate of 0.10% on the daily unused portion of the line of credit is allocated among the participating portfolios and funds at the end of each quarter. The Portfolio did not have any significant borrowings or allocated fees during the year ended October 31, 2009.

6Risks Associated with Foreign Investments

Investing in securities issued by companies whose principal business activities are outside the United States may involve significant risks not present in domestic investments. For example, there is generally less publicly available information about foreign companies, particularly those not subject to the disclosure and reporting requirements of the U.S. securities laws. Certain foreign issuers are generally not bound by uniform accounting, auditing, and financial reporting requirements and standards of practice comparable to those applicable to domestic issuers. Investments in foreign securities also involve the risk of possible adverse changes in investment or exchange control regulations, expropriation or confiscatory taxation, limitation on the removal of funds or other assets of the Portfolio, political or financial instability or diplomatic and other developments which could affect such investments. Foreign securities markets, while growing in volume and sophistication, are generally not as developed as those in the United States, and securities of some foreign issuers (particularly those located in developing countries) may be less liquid and more volatile than securities of comparable U.S. companies. In general, there is less overall governmental supervision and regulation of foreign securities markets, broker-dealers and issuers than in the United States.

7Fair Value Measurements

The Portfolio adopted FASB Statement of Financial Accounting Standards No. 157 (FAS 157), “Fair Value Measurements”, (currently FASB Accounting Standards Codification (ASC) 820-10), effective November 1, 2008. Such standard established a three-tier hierarchy to prioritize the assumptions, referred to as inputs, used in valuation techniques to measure fair value. The three-tier hierarchy of inputs is summarized in the three broad levels listed below.

•  Level 1 – quoted prices in active markets for identical investments

•  Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

•  Level 3 – significant unobservable inputs (including a fund’s own assumptions in determining the fair value of investments)

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

24

International Equity Portfolioas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

At October 31, 2009, the inputs used in valuing the Portfolio’s investments, which are carried at value, were as follows:

	Quoted
	Prices in
	Active		Significant
	Markets for		Other			Significant
	Identical		Observable			Unobservable
	Assets		Inputs			Inputs
Asset Description	(Level 1)		(Level 2)			(Level 3)		Total
Common Stocks
Consumer Discretionary	$	1,117,992	$	1,122,748		$	—	$	2,240,740
Consumer Staples		3,076,169		717,018			—		3,793,187
Energy		3,045,318		148,352			—		3,193,670
Financials		2,539,703		5,183,572			—		7,723,275
Health Care		1,925,247		329,860			—		2,255,107
Industrials		1,009,820		1,986,415			—		2,996,235
Information Technology		154,630		1,360,826			—		1,515,456
Materials		2,727,514		—			—		2,727,514
Telecommunication Services		1,099,281		1,235,391			—		2,334,672
Utilities		1,030,850		315,006			—		1,345,856
Total Common Stocks	$	17,726,524	$	12,399,188	*	$	—	$	30,125,712
Short-Term Investments	$	59,371	$	—		$	—	$	59,371
Total Investments	$	17,785,895	$	12,399,188		$	—	$	30,185,083

* Includes foreign equity securities whose values were adjusted to reflect market trading that occurred after the close of trading in their applicable foreign markets.

The Portfolio held no investments or other financial instruments as of October 31, 2008 whose fair value was determined using Level 3 inputs.

8Review for Subsequent Events

In connection with the preparation of the financial statements of the Portfolio as of and for the year ended October 31, 2009, events and transactions subsequent to October 31, 2009 through December 16, 2009, the date the financial statements were issued, have been evaluated by the Portfolio’s management for possible adjustment and/or disclosure. Management has not identified any subsequent events requiring financial statement disclosure as of the date these financial statements were issued.

25

International Equity Portfolioas of October 31, 2009

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Trustees and Investors of
International Equity Portfolio:

We have audited the accompanying statement of assets and liabilities of International Equity Portfolio (the “Portfolio”), including the portfolio of investments, as of October 31, 2009, 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 three years in the period then ended and the period from the start of business, May 31, 2006, to October 31, 2006. These financial statements and supplementary data are the responsibility of the Portfolio’s management. Our responsibility is to express an opinion on these financial statements and supplementary data based on our audits.

We conducted our audits in accordance with the 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. The Portfolio is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Portfolio’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of October 31, 2009, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and supplementary data referred to above present fairly, in all material respects, the financial position of International Equity Portfolio as of October 31, 2009, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the supplementary data for each of the three years in the period then ended and the period from the start of business, May 31, 2006, to October 31, 2006, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 16, 2009

26

Eaton Vance International Equity 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 27, 2009, the Board, including a majority of the Independent Trustees, voted to approve continuation of existing advisory and sub-advisory agreements for the Eaton Vance Funds for an additional one-year period. In voting its approval, the Board relied upon the affirmative recommendation of the Contract Review Committee of the Board (formerly the Special Committee), which is a committee comprised exclusively of Independent Trustees. Prior to making its recommendation, the Contract Review Committee reviewed information furnished for a series of meetings of the Contract Review Committee held in February, March and April 2009. Such information included, among other things, the following:

Information about Fees, Performance and Expenses

•  An independent report comparing the advisory and related fees paid by each fund with fees paid by comparable funds;

•  An independent report comparing each fund’s total expense ratio and its components to comparable funds;

•  An independent report comparing the investment performance of each fund to the investment performance of comparable funds over various time periods;

•  Data regarding investment performance in comparison to relevant peer groups of funds and appropriate indices;

•  Comparative information concerning fees charged by each adviser for managing other mutual funds and institutional accounts using investment strategies and techniques similar to those used in managing the fund;

•  Profitability analyses for each adviser with respect to each fund;

Information about Portfolio Management

•  Descriptions of the investment management services provided to each fund, including the investment strategies and processes employed, and any changes in portfolio management processes and personnel;

•  Information concerning the allocation of brokerage and the benefits received by each adviser as a result of brokerage allocation, including information concerning the acquisition of research through “soft dollar” benefits received in connection with the funds’ brokerage, and the implementation of a soft dollar reimbursement program established with respect to the funds;

•  Data relating to portfolio turnover rates of each fund;

•  The procedures and processes used to determine the fair value of fund assets and actions taken to monitor and test the effectiveness of such procedures and processes;

Information about each Adviser

•  Reports detailing the financial results and condition of each adviser;

•  Descriptions of the qualifications, education and experience of the individual investment professionals whose responsibilities include portfolio management and investment research for the funds, and information relating to their compensation and responsibilities with respect to managing other mutual funds and investment accounts;

•  Copies of the Codes of Ethics of each adviser and its affiliates, together with information relating to compliance with and the administration of such codes;

•  Copies of or descriptions of each adviser’s proxy voting policies and procedures;

•  Information concerning the resources devoted to compliance efforts undertaken by each adviser and its affiliates on behalf of the funds (including descriptions of various compliance programs) and their record of compliance with investment policies and restrictions, including policies with respect to market-timing, late trading and selective portfolio disclosure, and with policies on personal securities transactions;

•  Descriptions of the business continuity and disaster recovery plans of each adviser and its affiliates;

Other Relevant Information

•  Information concerning the nature, cost and character of the administrative and other non-investment management services provided by Eaton Vance Management and its affiliates;

•  Information concerning management of the relationship with the custodian, subcustodians and fund accountants by each adviser or the funds’ administrator; and

•  The terms of each advisory agreement.

27

Eaton Vance International Equity 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, 2009, the Board met eighteen times and the Contract Review Committee, the Audit Committee, the Governance Committee, the Portfolio Management Committee and the Compliance Reports and Regulatory Matters Committee, each of which is a Committee comprised solely of Independent Trustees, met seven, five, six, six and six times, respectively. At such meetings, the Trustees received, among other things, presentations by the portfolio managers and other investment professionals of each adviser relating to the investment performance of each fund and the investment strategies used in pursuing the fund’s investment objective.

For funds that invest through one or more underlying portfolios, the Board considered similar information about the portfolio(s) when considering the approval of advisory agreements. In addition, in cases where the fund’s investment adviser has engaged a sub-adviser, the Board considered similar information about the sub-adviser when considering the approval of any sub-advisory agreement.

The Contract Review Committee was assisted throughout the contract review process by Goodwin Procter LLP, legal counsel for the Independent Trustees. The members of the Contract Review Committee relied upon the advice of such counsel and their own business judgment in determining the material factors to be considered in evaluating each advisory and sub-advisory agreement and the weight to be given to each such factor. The conclusions reached with respect to each advisory and sub-advisory agreement were based on a comprehensive evaluation of all the information provided and not any single factor. Moreover, each member of the Contract Review Committee may have placed varying emphasis on particular factors in reaching conclusions with respect to each advisory and sub-advisory agreement.

Results of the Process

Based on its consideration of the foregoing, and such other information as it deemed relevant, including the factors and conclusions described below, the Contract Review Committee concluded that the continuance of the investment advisory agreement between International Equity Portfolio (the “Portfolio”), the portfolio in which Eaton Vance International Equity Fund (the “Fund”) invests, and Boston Management and Research (“BMR” or the “Adviser”) and the sub-advisory agreement with Eagle Global Advisors, L.L.C. (“Eagle” or the “Sub-adviser”), including the fee structure of each agreement, 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 each agreement. Accordingly, the Board, including a majority of the Independent Trustees, voted to approve continuation of the investment advisory and sub-advisory agreements for the Portfolio.

Nature, Extent and Quality of Services

In considering whether to approve the investment advisory agreement with BMR and sub-advisory agreement with Eagle for the Portfolio, the Board evaluated the nature, extent and quality of services provided to the Portfolio by BMR and by Eagle.

The Board considered BMR’s and Eagle’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 and who also supervise Eagle’s management of the Portfolio. The Board specifically noted BMR’s in-house equity research capabilities. The Board also took into account the resources dedicated to portfolio management and other services, including the compensation paid to recruit and retain investment personnel, and the time and attention devoted to the Portfolio by senior management.

The Board also reviewed the compliance programs of BMR, relevant affiliates thereof, and Eagle. 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 BMR and its affiliates to requests from regulatory authorities such as the Securities and Exchange Commission and the Financial Industry Regulatory Authority.

The Board considered shareholder and other administrative services provided or managed by BMR and its affiliates, including transfer agency and accounting services. The Board evaluated the benefits to shareholders of investing in a fund that is a part of a large family of funds, including the ability, in many cases, to exchange an investment among different funds without incurring additional sales charges.

The Board considered the Adviser’s recommendations for Board action and other steps taken in response to the unprecedented dislocations experienced in the capital markets over recent periods, including sustained periods of high volatility, credit disruption and government intervention. In particular, the Board considered the Adviser’s efforts and expertise with respect to each of the following

28

Eaton Vance International Equity Fund

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

matters as they relate to the Fund and/or other funds within the Eaton Vance family of funds: (i) negotiating and maintaining the availability of bank loan facilities and other sources of credit used for investment purposes or to satisfy liquidity needs; (ii) establishing the fair value of securities and other instruments held in investment portfolios during periods of market volatility and issuer-specific disruptions; and (iii) the ongoing monitoring of investment management processes and risk controls.

After consideration of the foregoing factors, among others, the Board concluded that the nature, extent and quality of services provided by BMR and Eagle, taken as a whole, are appropriate and consistent with the terms of the investment advisory agreement with respect to BMR, and consistent with the investment sub-advisory agreement with respect to Eagle.

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-year period ended September 30, 2008. 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 Fund’s management fees and total expense ratio for the year ended September 30, 2008. The Board considered the fact that the Adviser and the Sub-Adviser had waived fees and/or paid expenses for the Fund.

After reviewing the foregoing information, and in light of the nature, extent and quality of the services provided by BMR, the Board concluded that the management fees charged for advisory and related services and the Fund’s total expense ratio are reasonable.

Profitability

The Board reviewed the level of profits realized by BMR and relevant affiliates thereof in providing investment advisory and administrative services to the Fund, the Portfolio and all Eaton Vance Funds as a group. The Board considered the level of profits realized without regard to revenue sharing or other payments by BMR and its affiliates to third parties in respect of distribution services. The Board also considered other direct or indirect benefits received by BMR 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 BMR as a result of securities transactions effected for the Portfolio and other advisory clients. The Board also concluded that, in light of its role as a sub-adviser not affiliated with the Adviser, the Sub-adviser’s profitability in managing the Portfolio was not a material factor.

The Board concluded that, in light of the foregoing factors and the nature, extent and quality of the services rendered, the profits realized by BMR and its affiliates are reasonable.

Economies of Scale

In reviewing management fees and profitability, the Board also considered the extent to which BMR and its affiliates, on the one hand, and the Fund, on the other hand, can expect to realize benefits from economies of scale as the assets of the Fund and the Portfolio increase. The Board acknowledged the difficulty in accurately measuring the benefits resulting from the economies of scale with respect to the management of any specific fund or group of funds. The Board reviewed data summarizing the increases and decreases in the assets of the Fund and of all Eaton Vance Funds as a group over various time periods, and evaluated the extent to which the total expense ratio of the Fund and the profitability of BMR 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 BMR 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 Portfolio advisory fee, which includes breakpoints at several asset levels, can be expected to cause BMR and its affiliates, Eagle, and the Fund and the Portfolio to continue to share such benefits equitably.

29

Eaton Vance International Equity Fund

MANAGEMENT AND ORGANIZATION

Fund Management. The Trustees of Eaton Vance Mutual Funds Trust (the Trust) and International Equity 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 Two International Place, Boston, Massachusetts 02110. 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, “Eagle” refers to Eagle Global Advisors, L.L.C., “Parametric” refers to Parametric Portfolio Associates LLC and “EVD” refers to Eaton Vance Distributors, Inc. EVC and EV are the corporate parent and trustee, respectively, of EVM and BMR. EVD is the Fund’s principal underwriter, the Portfolio’s placement agent and a wholly-owned subsidiary of EVC. Each officer affiliated with Eaton Vance may hold a position with other Eaton Vance affiliates that is comparable to his or her position with EVM listed below.

	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
Thomas E. Faust Jr. 5/31/58	Trustee and President of the Trust	Trustee since 2007 and President of the Trust since 2002	Chairman, Chief Executive Officer and President of EVC, Director and President of EV, Chief Executive Officer and President of EVM and BMR, and Director of EVD. Trustee and/or officer of 176 registered investment companies and 4 private investment companies managed by EVM or BMR. Mr. Faust is an interested person because of his positions with EVM, BMR, EVD, EVC and EV, which are affiliates of the Trust and Portfolio.		176	Director of EVC
Noninterested Trustees
Benjamin C. Esty 1/2/63	Trustee	Trustee of the Trust since 2005 and of the Portfolio since 2006	Roy and Elizabeth Simmons Professor of Business Administration and Finance Unit Head, Harvard University Graduate School of Business Administration.		176	None
Allen R. Freedman 4/3/40	Trustee	Since 2007	Former Chairman (2002-2004) and a Director (1983-2004) of Systems & Computer Technology Corp. (provider of software to higher education). Formerly, a Director of Loring Ward International (fund distributor) (2005-2007). Formerly, Chairman and a Director of Indus International, Inc. (provider of enterprise management software to the power generating industry) (2005-2007).		176	Director of Assurant, Inc. (insurance provider) and Stonemor Partners, L.P. (owner and operator of cemeteries)
William H. Park 9/19/47	Trustee	Trustee of the Trust since 2003 and of the Portfolio since 2006	Vice Chairman, Commercial Industrial Finance Corp. (specialty finance company) (since 2006). Formerly, President and Chief Executive Officer, Prizm Capital Management, LLC (investment management firm) (2002-2005).		176	None
Ronald A. Pearlman 7/10/40	Trustee	Trustee of the Trust since 2003 and of the Portfolio since 2006	Professor of Law, Georgetown University Law Center.		176	None
Helen Frame Peters 3/22/48	Trustee	Since 2008	Professor of Finance, Carroll School of Management, Boston College. Adjunct Professor of Finance, Peking University, Beijing, China (since 2005).		176	Director of BJ’s Wholesale Club, Inc. (wholesale club retailer)
Heidi L. Steiger 7/8/53	Trustee	Since 2007	Managing Partner, Topridge Associates LLC (global wealth management firm) (since 2008); Senior Advisor (since 2008), President (2005-2008), Lowenhaupt Global Advisors, LLC (global wealth management firm). Formerly, President and Contributing Editor, Worth Magazine (2004-2005). Formerly, Executive Vice President and Global Head of Private Asset Management (and various other positions), Neuberger Berman (investment firm) (1986-2004).		176	Director of Nuclear Electric Insurance Ltd. (nuclear insurance provider), Aviva USA (insurance provider) and CIFG (family of financial guaranty companies) and Advisory Director of Berkshire Capital Securities LLC (private investment banking firm)

30

Eaton Vance International Equity Fund

MANAGEMENT AND ORGANIZATION CONT’D

	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
Noninterested Trustees (continued)
Lynn A. Stout 9/14/57	Trustee	Trustee of the Trust since 1998 and of the Portfolio since 2006	Paul Hastings Professor of Corporate and Securities Law (since 2006) and Professor of Law (2001-2006), University of California at Los Angeles School of Law.		176	None
Ralph F. Verni 1/26/43	Chairman of the Board and Trustee	Chairman of the Board since 2007, Trustee of the Trust since 2005 and of the Portfolio since 2006	Consultant and private investor.		176	None

Principal Officers who are not Trustees

	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
William H. Ahern, Jr. 7/28/59	Vice President of the Trust	Since 1995	Vice President of EVM and BMR. Officer of 76 registered investment companies managed by EVM or BMR.
Edward R. Allen, III 7/5/60	Vice President of the Portfolio	Since 2006	Senior Partner of Eagle. Officer of 3 registered investment companies managed by EVM or BMR.
John R. Baur 2/10/70	Vice President of the Trust	Since 2008	Vice President of EVM and BMR. Previously, attended Johnson Graduate School of Management, Cornell University (2002-2005), and prior thereto he was an Account Team Representative in Singapore for Applied Materials, Inc. Officer of 35 registered investment companies managed by EVM or BMR.
Michael A. Cirami 12/24/75	Vice President of the Trust	Since 2008	Vice President of EVM and BMR. Officer of 35 registered investment companies managed by EVM or BMR.
Cynthia J. Clemson 3/2/63	Vice President of the Trust	Since 2005	Vice President of EVM and BMR. Officer of 92 registered investment companies managed by EVM or BMR.
Charles B. Gaffney 12/4/72	Vice President of the Trust	Since 2007	Director of Equity Research and a Vice President of EVM and BMR. Officer of 32 registered investment companies managed by EVM or BMR.
Thomas N. Hunt, III 11/6/64	Vice President of the Portfolio	Since 2006	Senior Partner of Eagle. Officer of 3 registered investment companies managed by EVM or BMR.
Christine M. Johnston 11/9/72	Vice President of the Trust	Since 2007	Vice President of EVM and BMR. Officer of 37 registered investment companies managed by EVM or BMR.
Aamer Khan 6/7/60	Vice President of the Trust	Since 2005	Vice President of EVM and BMR. Officer of 35 registered investment companies managed by EVM or BMR.
Thomas H. Luster 4/8/62	Vice President of the Trust	Since 2006	Vice President of EVM and BMR. Officer of 54 registered investment companies managed by EVM or BMR.
Robert B. MacIntosh 1/22/57	Vice President of the Trust	Since 1998	Vice President of EVM and BMR. Officer 91 registered investment companies managed by EVM or BMR.
Jeffrey A. Rawlins 10/6/61	Vice President of the Trust	Since 2009	Vice President of EVM and BMR. Previously, a Managing Director of the Fixed Income Group at State Street Research and Management (1989-2005). Officer of 31 registered investment companies managed by EVM or BMR.
Duncan W. Richardson 10/26/57	Vice President of the Trust and President of the Portfolio	Vice President of the Trust since 2001 and of the Portfolio since 2006	Director of EVC and Executive Vice President and Chief Equity Investment Officer of EVC, EVM and BMR. Officer of 82 registered investment companies managed by EVM or BMR.

31

Eaton Vance International Equity Fund

MANAGEMENT AND ORGANIZATION CONT’D

	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
Principal Officers who are not Trustees (continued)
Judith A. Saryan 8/21/54	Vice President of the Trust	Since 2003	Vice President of EVM and BMR. Officer of 51 registered investment companies managed by EVM or BMR.
Susan Schiff 3/13/61	Vice President of the Trust	Since 2002	Vice President of EVM and BMR. Officer of 37 registered investment companies managed by EVM or BMR.
Thomas Seto 9/27/62	Vice President of the Trust	Since 2007	Vice President and Director of Portfolio Management of Parametric. Officer of 32 registered investment companies managed by EVM or BMR.
David M. Stein 5/4/51	Vice President of the Trust	Since 2007	Managing Director and Chief Investment Officer of Parametric. Officer of 32 registered investment companies managed by EVM or BMR.
Dan R. Strelow 5/27/59	Vice President of the Trust	Since 2009	Vice President of EVM and BMR since 2005. Previously, a Managing Director (since 1988) and Chief Investment Officer (since 2001) of the Fixed Income Group at State Street Research and Management. Officer of 31 registered investment companies managed by EVM or BMR.
Mark S. Venezia 5/23/49	Vice President of the Trust	Since 2007	Vice President of EVM and BMR. Officer of 38 registered investment companies managed by EVM or BMR.
Adam A. Weigold 3/22/75	Vice President of the Trust	Since 2007	Vice President of EVM and BMR. Officer of 69 registered investment companies managed by EVM or BMR.
Barbara E. Campbell 6/19/57	Treasurer	Treasurer of the Trust since 2005 and of the Portfolio since 2008	Vice President of EVM and BMR. Officer of 176 registered investment companies managed by EVM or BMR.
Maureen A. Gemma 5/24/60	Secretary and Chief Legal Officer	Secretary since 2007 and Chief Legal Officer since 2008	Vice President of EVM and BMR. Officer of 176 registered investment companies managed by EVM or BMR.
Paul M. O’Neil 7/11/53	Chief Compliance Officer	Since 2004	Vice President of EVM and BMR. Officer of 176 registered investment companies managed by EVM or BMR.

(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 on Eaton Vance’s website at eatonvance.com or by calling 1-800-262-1122.

32

Investment Adviser of International Equity Portfolio

Boston Management and Research

Two International Place

Boston, MA 02110

Sub-Adviser of International Equity Portfolio

Eagle Global Advisors, L.L.C.

5847 San Felipe, Suite 930

Houston, TX 77057

Administrator of Eaton Vance International Equity Fund

Eaton Vance Management

Two International Place

Boston, MA 02110

Principal Underwriter*

Eaton Vance Distributors, Inc.

Two International Place

Boston, MA 02110

(617) 482-8260

Custodian

State Street Bank and Trust Company

200 Clarendon Street

Boston, MA 02116

Transfer Agent

PNC Global Investment Servicing

Attn: Eaton Vance Funds

P.O. Box 9653

Providence, RI 02940-9653

(800) 262-1122

Independent Registered Public Accounting Firm

Deloitte & Touche LLP

200 Berkeley Street

Boston, MA 02116-5022

Eaton Vance International Equity Fund

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.

2773-12/09 IEFSRC

IMPORTANT NOTICES REGARDING PRIVACY,
DELIVERY OF SHAREHOLDER DOCUMENTS,
PORTFOLIO HOLDINGS AND PROXY VOTING

Privacy. The Eaton Vance organization is committed to ensuring your financial privacy. Each of the financial institutions identified below has in effect the following policy (Privacy Policy) with respect to nonpublic personal information about its customers:

•  Only such information received from you, through application forms or otherwise, and information about your Eaton Vance fund transactions will be collected. This may include information such as name, address, social security number, tax status, account balances and transactions.

•  None of such information about you (or former customers) will be disclosed to anyone, except as permitted by law (which includes disclosure to employees necessary to service your account). In the normal course of servicing a customer’s account, Eaton Vance may share information with unaffiliated third parties that perform various required services such as transfer agents, custodians and broker/dealers.

•  Policies and procedures (including physical, electronic and procedural safeguards) are in place that are designed to protect the confidentiality of such information.

•  We reserve the right to change our Privacy Policy at any time upon proper notification to you. Customers may want to review our Privacy Policy periodically for changes by accessing the link on our homepage: www.eatonvance.com.

Our pledge of privacy applies to the following entities within the Eaton Vance organization: the Eaton Vance Family of Funds, Eaton Vance Management, Eaton Vance Investment Counsel, Boston Management and Research, and Eaton Vance Distributors, Inc.

In addition, our Privacy Policy applies only to those Eaton Vance customers who are individuals and who have a direct relationship with us. If a customer’s account (i.e., fund shares) is held in the name of a third-party financial adviser/broker-dealer, it is likely that only such adviser’s privacy policies apply to the customer. This notice supersedes all previously issued privacy disclosures.

For more information about Eaton Vance’s Privacy Policy, please call 1-800-262-1122.

Delivery of Shareholder Documents. The Securities and Exchange Commission (the “SEC”) permits funds to deliver only one copy of shareholder documents, including prospectuses, proxy statements and shareholder reports, to fund investors with multiple accounts at the same residential or post office box address. This practice is often called “householding” and it helps eliminate duplicate mailings to shareholders.

Eaton Vance, or your financial adviser, may household the mailing of your documents indefinitely unless you instruct Eaton Vance, or your financial adviser, otherwise.

If you would prefer that your Eaton Vance documents not be householded, please contact Eaton Vance at 1-800-262-1122, or contact your financial adviser.

Your instructions that householding not apply to delivery of your Eaton Vance documents will be effective within 30 days of receipt by Eaton Vance or your financial adviser.

Portfolio Holdings. Each Eaton Vance Fund and its underlying Portfolio(s) (if applicable) will file a schedule of portfolio holdings on Form N-Q with the SEC for the first and third quarters of each fiscal year. The Form N-Q will be available on the Eaton Vance website at www.eatonvance.com, by calling Eaton Vance at 1-800-262-1122 or in the EDGAR database on the SEC’s website at www.sec.gov. Form N-Q may also be reviewed and copied at the SEC’s public reference room in Washington, D.C. (call 1-800-732-0330 for information on the operation of the public reference room).

Proxy Voting. From time to time, funds are required to vote proxies related to the securities held by the funds. The Eaton Vance Funds or their underlying Portfolios (if applicable) vote proxies according to a set of policies and procedures approved by the Funds’ and Portfolios’ Boards. You may obtain a description of these policies and procedures and information on how the Funds or Portfolios voted proxies relating to portfolio securities during the most recent 12 month period ended June 30, without charge, upon request, by calling 1-800-262-1122. This description is also available on the SEC’s website at www.sec.gov.

Eaton Vance International Income Fund as of October 31, 2009
MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE

Economic and Market Conditions

Mark S. Venezia, CFA
Co-Portfolio Manager

• The year ending October 31, 2009, closed with economic data showing a modest rebound in global economic fundamentals. For the markets, this rebound was a welcome change after witnessing a freefall in world economic output for the first two quarters of this period, followed by a slowdown in the pace of economic deterioration in the subsequent quarter. As signs of improving economic fundamentals began to emerge, investors’ aversion to risk reversed course and the capital markets staged a comeback.

• In the aftermath of the Lehman Brothers collapse in late 2008, with credit markets at a virtual standstill and global economic activity in decline, prices on riskier assets remained depressed. The last three months of 2008 were marked by the outperformance of U.S. government securities, relative to other asset classes, and a strong U.S. dollar, which were viewed as safe havens amidst the economic downturn. Credit markets, however, rallied sharply in the final two quarters of this twelve month period, and currencies in both developed and emerging markets rose against the dollar.

• Amidst historic levels of central bank and government intervention, yield spreads across virtually all fixed income markets have tightened substantially, producing extraordinary returns in the riskier credit markets during the last six months of this 12 month period. A similar return story played out in the currency markets, as the higher yielding emerging market currencies, and currencies of commodity exporting countries, outperformed during the second half of the fiscal year.

Past performance is no guarantee of future results. Returns are historical and are calculated by determining the percentage change in net asset value or offering price (as applicable) with all distributions reinvested. Investment return and principal value will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Performance is for the stated time period only; due to market volatility, the Fund’s current performance may be lower or higher than the quoted return. For performance as of the most recent month end, please refer to www.eatonvance.com.

Fund shares are not insured by the FDIC and are not deposits or other obligations of, or guaranteed by, any depository institution. Shares are subject to investment risks, including possible loss of principal invested.

Management Discussion

John R. Baur
Co-Portfolio Manager

• The Fund¹ seeks to provide total return by investing primarily in a portfolio of securities denominated in foreign currencies, fixed-income instruments issued by foreign entities or sovereigns, and/or derivative instruments denominated in or based on the currencies, interest rates or issues of foreign countries.

Michael A. Cirami, CFA
Co-Portfolio Manager

• During the fiscal year ending October 31, 2009, the Fund slightly outperformed its benchmark, the JP Morgan Government Bond Index — Global, ex U.S. (the Index). The Fund’s allocation to non-benchmark positions, in regions such as Latin America and Eastern Europe, coupled with its exposure to U.S. agency mortgage-backed positions (MBS), drove its outperformance of the Index.

• In Western Europe, the Fund continued to avoid long sovereign exposure in Italian and Spanish debt as concerns remain about their fiscal situations and demographics. The Fund compensated for this underexposure by having overweight long credit positions in France and Germany. In Eastern Europe, the Fund’s off-benchmark exposures to bonds in Czech Republic, Georgia, Kazakhstan, Turkey, and Macedonia contributed significantly to the Fund’s outperformance. While many of the positions in this region benefited mainly from a rally in riskier assets during the second half of the fiscal year, bonds in Turkey benefited from aggressive rate cuts by the central bank, bringing yields to historic lows.

Total Return Performance 10/31/08 – 10/31/09

Class A3	20.67	%
JPMorgan Government Bond Index — Global, ex U.S.2	18.81

See page 3 for more performance information.

1	The Fund currently invests in a separately registered investment company, International Income Portfolio (the Portfolio), with the same objective and policies as the Fund. References to investments are to the Portfolio’s holdings.
2	It is not possible to invest directly in an Index. The Index’s total return does not reflect the commissions or expenses that would have been incurred if an investor individually purchased or sold the securities represented in the Index.
3	Return does not include the 4.75% maximum sales charge for Class A shares. If the sales charge were deducted, the return would be lower.

1

Eaton Vance International Income Fund as of October 31, 2009
MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE

• The Fund was underweight Japan versus the benchmark, which detracted from performance. In the first half of the fiscal year, Japan’s currency benefited from nervous investors’ flight to quality as well as a significant unwinding of the short yen carry trade. A carry trade involves selling a low-yielding currency and buying a high-yielding currency, seeking to earn the difference between the two rates. Japanese government debt found support in the second half of the fiscal year because a large percentage is owned by the Japanese public. The Fund continues to maintain its underweight position in Japan due to concerns about government policies. In August, the country elected a new administration that has focused on increasing domestic demand and decreasing dependency on exports. With its debt-to-GDP ratio at nearly 200%, it appears that significant fiscal problems are on the rise in Japan.

• In Latin America, an off-benchmark region that contributed positively to the Fund’s returns, investments in Brazil and Uruguay were standouts. Brazil’s economy proved particularly resilient during the economic crisis. As a result, the currency rebounded significantly as evidence of that resilience emerged. Uruguay, an exporter to Brazil, not only benefited from Brazil’s resilience but also its own growth momentum, as its economy avoided recession amidst global economic deterioration.

• The Fund’s MBS holdings remained focused on seasoned, fixed rate, U.S. government agency MBS (seasoned MBS). In the seasoned MBS market, yield spreads to U.S. Treasuries tightened by more than 140 basis points, contributing significantly to the Fund’s outperformance. Principal prepayment rates on these securities were relatively stable for the entire period, paying consistently at an annualized rate in the low teens.

• The Fund’s duration increased slightly during the year to 4.51 years as of October 31, 2009, from 4.39 years as of October 31, 2008. Duration is a measure of the sensitivity of a fund or a fixed-income security to changes in interest rates. A shorter duration instrument normally has less exposure to interest rate risk than longer duration instruments.

The views expressed throughout this report are those of the portfolio managers and are current only through the end of the period of the report as stated on the cover. These views are subject to change at any time based upon market or other conditions, and the investment adviser disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a fund are based on many factors, may not be relied on as an indication of trading intent on behalf of any Eaton Vance fund. Portfolio information provided in the report may not be representative of the Portfolio’s current or future investments and may change due to active management.

Portfolio Composition

Securities Holdings (excludes derivative positions)¹
By total net assets

¹ Securities Holdings reflect the Portfolio’s securities positions as of 10/31/09. For International and Emerging Market currency exposures, please refer to the Currency Positions table below.

Currency Positions²
By total net assets

Euro	43.4	%
Japan	29.0
United Kingdom	5.6
Egypt	2.7
Lebanon	2.5
Canada	2.4
India	2.0
Poland	1.6
Turkey	1.5
Denmark	1.1
Indonesia	1.0
Australia	1.0
Norway	1.0
Sweden	0.9
Mexico	0.9
South Korea	0.8
China	0.8
Zambia	0.7
Ukraine	0.7
Brazil	0.7
Serbia	0.5
Malaysia	0.5
Russia	0.5
Ghana	0.4
Uruguay	0.4
Colombia	0.2
United Arab Emirates	0.1
Chile	0.1
Iceland	0.1
Costa Rica	0.1
Sri Lanka	0.0
Kazakhstan	-0.6
South Africa	-1.0

² Currency Positions reflect the Portfolio’s investments as of 10/31/09. Currency exposures include all foreign exchange denominated assets and all currency derivatives. As of 10/31/09, Foreign Long Derivatives were 88.6%; Other Foreign Short Derivatives were 16.8%. All numbers are a percentage of net assets. Total exposures may exceed 100% due to implicit leverage created by derivatives.

2

Eaton Vance International Income Fund as of October 31, 2009
FUND PERFORMANCE

The line graph and table set forth below provide information about the Fund’s performance. The line graph compares the performance of Class A of the Fund with that of the JPMorgan Government Bond Index—Global, ex U.S., an unmanaged, broad-based market index consisting entirely of foreign denominated securities. The lines on the graph represent the total returns of a hypothetical investment of $10,000 in Class A of the Fund and in the JPMorgan Government Bond Index—Global, ex U.S. Class A total returns are presented at net asset value and maximum public offering price. The performance presented below does not reflect the deduction of taxes, if any, that a shareholder would pay on distributions or redemptions of Fund shares.

Fund Performance1	Class A
Share Class Symbol	EAIIX
Average Annual Total Returns (at net asset value)
One Year		20.67	%
Life of Fund†		12.49
SEC Average Annual Total Returns (including sales charge)
One Year		14.90	%
Life of Fund†		10.18

†	Inception Date — Class A: 6/27/07.
1	Average Annual Total Returns do not include the 4.75% maximum sales charge for Class A shares. If sales charges were deducted, the returns would be lower. SEC Average Annual Total Returns for Class A reflect the maximum 4.75% sales charge. Absent an allocation of expenses to the administrator, the returns would be lower.

Total Annual
Operating Expenses2	Class A
Gross Expense Ratio		3.09	%
Net Expense Ratio		1.10

² Source: Prospectus dated 3/1/09. Net Expense Ratio reflects a contractual expense limitation that continues through February 28, 2010. Thereafter, the expense limitation may be changed or terminated at any time. Without this expense limitation, performance would be lower.

Past performance is no guarantee of future results. Returns are historical and are calculated by determining the percentage change in net asset value or offering price (as applicable) with all distributions reinvested. Investment return and principal value will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Performance is for the stated time period only; due to market volatility, the Fund’s current performance may be lower or higher than the quoted return. For performance as of the most recent month end, please refer to www.eatonvance.com.

*	Source: Lipper Inc. Class A of the Fund commenced investment operations on 6/27/07.
	It is not possible to invest directly in an Index. The Index’s total return does not reflect the commissions or expenses that would have been incurred if an investor individually purchased or sold the securities represented in the Index. Index data is available as of month-end only.

3

Eaton Vance International Income Fundas of October 31, 2009

FUND EXPENSES

Example: As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchases and redemption fees (if applicable); and (2) ongoing costs, including management fees; distribution or service fees; and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 2009 – October 31, 2009).

Actual Expenses: The first section of the table below provides information about actual account values and actual expenses. You may use the information in this section, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first section under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes: The second section of the table below provides information about hypothetical account values and hypothetical expenses based on the actual Fund expense ratio and an assumed rate of return of 5% per year (before expenses), which is not the actual return of the Fund. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in your Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads) or redemption fees (if applicable). Therefore, the second section of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would be higher.

Eaton Vance International Income Fund

	Beginning Account Value			Ending Account Value		Expenses Paid During Period*
	(5/1/09)			(10/31/09)		(5/1/09 – 10/31/09)
Actual
Class A		$1,000.00			$1,135.00		$5.92	**
			��
Hypothetical
(5% return per year before expenses)
Class A		$1,000.00			$1,019.70		$5.60	**

*   Expenses are equal to the Fund’s annualized expense ratio of 1.10% for Class A shares, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period). The example assumes that the $1,000 was invested at the net asset value per share determined at the close of business on April 30, 2009. The Example reflects the expenses of both the Fund and the Portfolio.

**  Absent an allocation of expenses to the administrator, the expenses would be higher.

4

Eaton Vance International Income Fundas of October 31, 2009

FINANCIAL STATEMENTS

Statement of Assets and Liabilities

As of October 31, 2009
Assets
Investment in International Income Portfolio, at value (identified cost, $6,257,258)	$	6,197,340
Receivable for Fund shares sold		38,992
Receivable from affiliate		10,457
Total assets	$	6,246,789
Liabilities
Payable for Fund shares redeemed	$	4,653
Distributions payable		4,173
Payable to affiliates:
Distribution and service fees		1,533
Trustees’ fees		42
Accrued expenses		40,588
Total liabilities	$	50,989
Net Assets	$	6,195,800
Sources of Net Assets
Paid-in capital	$	6,399,565
Accumulated net realized loss from Portfolio		(114,898	)
Accumulated distributions in excess of net investment income		(28,949	)
Net unrealized depreciation from Portfolio		(59,918	)
Total	$	6,195,800
Class A Shares
Net Assets	$	6,195,800
Shares Outstanding		529,785
Net Asset Value and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	11.69
Maximum Offering Price Per Share
(100 ¸ 95.25 of net asset value per share)	$	12.27

On sales of $25,000 or more, the offering price of Class A shares is reduced.

Statement of Operations

For the Year Ended
October 31, 2009
Investment Income
Interest allocated from Portfolio (net of foreign taxes, $831)	$	263,647
Expenses allocated from Portfolio		(56,880	)
Total investment income from Portfolio	$	206,767
Expenses
Distribution and service fees	$	19,202
Trustees’ fees and expenses		500
Custodian fee		17,220
Transfer and dividend disbursing agent fees		8,514
Legal and accounting services		21,023
Printing and postage		28,916
Registration fees		23,586
Miscellaneous		7,375
Total expenses	$	126,336
Deduct —
Allocation of expenses to affiliate	$	112,539
Total expense reductions	$	112,539
Net expenses	$	13,797
Net investment income	$	192,970
Realized and Unrealized Gain (Loss) from Portfolio
Net realized gain (loss) —
Investment transactions	$	(155,868	)
Financial futures contracts		54,630
Swap contracts		(8,376	)
Written options		23,956
Foreign currency and forward foreign currency exchange contract transactions		22,844
Net realized loss	$	(62,814	)
Change in unrealized appreciation (depreciation) —
Investments	$	611,089
Financial futures contracts		(12,109	)
Swap contracts		920
Written options		21,442
Foreign currency and forward foreign currency exchange contracts		68,311
Net change in unrealized appreciation (depreciation)	$	689,653
Net realized and unrealized gain	$	626,839
Net increase in net assets from operations	$	819,809

See notes to financial statements

5

Eaton Vance International Income Fundas of October 31, 2009

FINANCIAL STATEMENTS CONT’D

Statements of Changes in Net Assets

Increase (Decrease)	Year Ended			Year Ended
in Net Assets	October 31, 2009			October 31, 2008
From operations —
Net investment income	$	192,970		$	173,766
Net realized gain (loss) from investment transactions, financial futures contracts, swap contracts, written options, and foreign currency and forward foreign currency exchange contract transactions		(62,814	)		139,758
Net change in unrealized appreciation (depreciation) from investments, financial futures contracts, swap contracts, written options, foreign currency and forward foreign currency exchange contracts		689,653			(754,880	)
Net increase (decrease) in net assets from operations	$	819,809		$	(441,356	)
Distributions to shareholders —
From net investment income	$	(291,229	)	$	(171,993	)
From net realized gain		(123,388	)		(2,041	)
Total distributions to shareholders	$	(414,617	)	$	(174,034	)
Transactions in shares of beneficial interest —
Proceeds from sale of shares	$	6,137,114		$	10,296,758
Net asset value of shares issued to shareholders in payment of distributions declared		291,873			110,087
Cost of shares redeemed		(6,155,710	)		(4,520,243	)
Capital contribution from administrator		—			898
Net increase in net assets from Fund share transactions	$	273,277		$	5,887,500
Net increase in net assets	$	678,469		$	5,272,110
Net Assets
At beginning of year	$	5,517,331		$	245,221
At end of year	$	6,195,800		$	5,517,331
Accumulated distributions in excess of net investment income included in net assets
At end of year	$	(28,949	)	$	(8,389	)

See notes to financial statements

6

Eaton Vance International Income Fundas of October 31, 2009

FINANCIAL STATEMENTS CONT’D

Financial Highlights

	Class A
	Year Ended October 31,
							Period Ended
	2009			2008			October 31, 2007(1)
Net asset value — Beginning of period	$	10.350		$	10.850		$	10.000
Income (Loss) From Operations
Net investment income(2)	$	0.328		$	0.435		$	0.124
Net realized and unrealized gain (loss)		1.738			(0.490	)		0.468
Total income (loss) from operations	$	2.066		$	(0.055	)	$	0.592
Less Distributions
From net investment income	$	(0.496	)	$	(0.434	)	$	(0.014	)
From net realized gain		(0.230	)		(0.013	)		(0.135	)
Total distributions	$	(0.726	)	$	(0.447	)	$	(0.149	)
Capital contribution from administrator(2)	$	—		$	0.002		$	0.407
Net asset value — End of period	$	11.690		$	10.350		$	10.850
Total Return(3)		20.67	%		(0.73	)%(4)		10.05	%(4)(5)
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$	6,196		$	5,517		$	245
Ratios (as a percentage of average daily net assets):
Expenses(6)(7)		1.10	%(8)		1.10	%(8)		1.25	%(8)(9)
Net investment income(7)		3.01	%		3.86	%		3.38	%(9)
Portfolio Turnover of the Portfolio		28	%		14	%		2	%(5)

(1)	For the period from the start of business, June 27, 2007, to October 31, 2007.
(2)	Computed using average shares outstanding.
(3)	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.
(4)	The impact of the capital contribution by the administrator on total return for the year ended October 31, 2008 was less than 0.005%. Absent a capital contribution by the administrator for the period from the start of business, June 27, 2007, to October 31, 2007, total return would have been 9.14%.
(5)	Not annualized.
(6)	Excludes the effect of custody fee credits, if any, of less than 0.005%.
(7)	Includes the Fund’s share of the Portfolio’s allocated expenses.
(8)	The administrator subsidized certain operating expenses (equal to 1.76%, 1.99% and 301.15% of average daily net assets for the years ended October 31, 2009 and 2008 and the period from the start of business, June 27, 2007, to October 31, 2007, respectively).
(9)	Annualized.

See notes to financial statements

7

Eaton Vance International Income Fundas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS

1Significant Accounting Policies

Eaton Vance International Income Fund (the Fund) is a non-diversified series of Eaton Vance Mutual Funds Trust (the Trust). The Trust is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company. The Fund offers Class A shares, which are generally sold subject to a sales charge imposed at time of purchase. The Fund invests all of its investable assets in interests in International Income Portfolio (the Portfolio), a New York trust, having the same investment objective and policies as the Fund. The value of the Fund’s investment in the Portfolio reflects the Fund’s proportionate interest in the net assets of the Portfolio (8.91% at October 31, 2009). The performance of the Fund is directly affected by the performance of the Portfolio. The financial statements of the Portfolio, including the portfolio of investments, are included elsewhere in this report and should be read in conjunction with the Fund’s financial statements.

The following is a summary of significant accounting policies of the Fund. The policies are in conformity with accounting principles generally accepted in the United States of America. A source of authoritative accounting principles applied in the preparation of the Fund’s financial statements is the Financial Accounting Standards Board (FASB) Accounting Standards Codification (the Codification), which superseded existing non-Securities and Exchange Commission accounting and reporting standards for interim and annual reporting periods ending after September 15, 2009. The adoption of the Codification for the current reporting period did not impact the Fund’s application of generally accepted accounting principles.

AInvestment Valuation — Valuation of securities by the Portfolio is discussed in Note 1A of the Portfolio’s Notes to Financial Statements, which are included elsewhere in this report.

BIncome — The Fund’s net investment income or loss consists of the Fund’s pro-rata share of the net investment income or loss of the Portfolio, less all actual and accrued expenses of the Fund.

CFederal Taxes — The Fund’s policy is to comply with the provisions of the Internal Revenue Code applicable to regulated investment companies and to distribute to shareholders each year substantially all of its net investment income, and all or substantially all of its net realized capital gains. Accordingly, no provision for federal income or excise tax is necessary.

At October 31, 2009, the Fund, for federal income tax purposes, had a capital loss carryforward of $54,282 which will reduce its taxable income arising from future net realized gains on investment transactions, if any, to the extent permitted by the Internal Revenue Code, and thus will reduce the amount of distributions to shareholders, which would otherwise be necessary to relieve the Fund of any liability for federal income or excise tax. Such capital loss carryforward will expire on October 31, 2017.

As of October 31, 2009, the Fund had no uncertain tax positions that would require financial statement recognition, de-recognition, or disclosure. Each of the Fund’s federal tax returns filed since the start of business on June 27, 2007 to October 31, 2009 remains subject to examination by the Internal Revenue Service.

DExpenses — The majority of expenses of the Trust are directly identifiable to an individual fund. Expenses which are not readily identifiable to a specific fund are allocated taking into consideration, among other things, the nature and type of expense and the relative size of the funds.

EExpense Reduction — State Street Bank and Trust Company (SSBT) serves as custodian of the Fund. Pursuant to the custodian agreement, SSBT receives a fee reduced by credits, which are determined based on the average daily cash balance the Fund maintains with SSBT. All credit balances, if any, used to reduce the Fund’s custodian fees are reported as a reduction of expenses in the Statement of Operations.

FUse 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.

GIndemnifications — Under the Trust’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 Fund, and shareholders are indemnified against personal liability for the obligations of the Trust. Additionally, in the normal course of business, the Fund enters into agreements with service providers that may contain indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred.

HOther — Investment transactions are accounted for on a trade date basis. Dividends to shareholders are recorded on the ex-dividend date.

8

Eaton Vance International Income Fundas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

2Distributions to Shareholders

The Fund declares dividends daily to shareholders of record at the time of declaration. Distributions are generally paid monthly. Distributions of realized capital gains (reduced by available capital loss carryforwards from prior years, if any) are made at least annually. Shareholders may reinvest income and capital gain distributions in additional shares of the Fund at the net asset value as of the reinvestment date or, at the election of the shareholder, receive distributions in cash. The Fund distinguishes between distributions on a tax basis and a financial reporting basis. Accounting principles generally accepted in the United States of America require that only distributions in excess of tax basis earnings and profits be reported in the financial statements as a return of capital. Permanent differences between book and tax accounting relating to distributions are reclassified to paid-in capital. For tax purposes, distributions from short-term capital gains are considered to be from ordinary income.

The tax character of distributions declared for the years ended October 31, 2009 and October 31, 2008 was as follows:

	Year Ended October 31,
	2009		2008
Distributions declared from:
Ordinary income	$	291,229	$	171,993
Long-term capital gains	$	123,388	$	2,041

During the year ended October 31, 2009, accumulated net realized loss was increased by $41,712 and accumulated distributions in excess of net investment income was decreased by $41,712 due to differences between book and tax accounting, primarily for foreign currency gain (loss), paydown gain (loss), premium amortization and swap contracts. These reclassifications had no effect on the net assets or net asset value per share of the Fund.

As of October 31, 2009, the components of distributable earnings (accumulated losses) and unrealized appreciation (depreciation) on a tax basis were as follows:

Undistributed ordinary income	$	48,176
Capital loss carryforward	$	(54,282	)
Net unrealized depreciation	$	(178,908	)
Other temporary differences	$	(18,751	)

The differences between components of distributable earnings (accumulated losses) on a tax basis and the amounts reflected in the Statement of Assets and Liabilities are primarily due to futures contracts, swap contracts, foreign currency transactions, written option contracts, wash sales, premium amortization, partnership allocations and the timing of recognizing distributions to shareholders.

3Investment Adviser Fee and Other Transactions with Affiliates

The investment adviser fee is earned by Eaton Vance Management (EVM) as compensation for investment advisory services rendered to the Fund. The fee is computed at an annual rate of 0.625% of the Fund’s average daily net assets that are not invested in other investment companies for which EVM or its affiliates serve as investment adviser or administrator (“Investable Assets”) up to $1 billion and is payable monthly. On net assets of $1 billion and over that are invested in Investable Assets, the annual fee is reduced. For the year ended October 31, 2009, the Fund incurred no adviser fee on Investable Assets. To the extent the Fund’s assets are invested in the Portfolio, the Fund is allocated its share of the Portfolio’s adviser fee. The Portfolio has engaged Boston Management and Research (BMR), a subsidiary of EVM, to render investment advisory services. See Note 2 of the Portfolio’s Notes to Financial Statements which are included elsewhere in this report. EVM also serves as the administrator of the Fund, but receives no compensation. EVM has agreed to reimburse the Fund’s operating expenses to the extent that they exceed 1.10% annually of the Fund’s average daily net assets for Class A. This agreement may be changed or terminated after February 28, 2010. Pursuant to this agreement, EVM was allocated $112,539 of the Fund’s operating expenses for the year ended October 31, 2009.

EVM serves as the sub-transfer agent of the Fund and receives from the transfer agent an aggregate fee based upon the actual expenses incurred by EVM in the performance of these services. For the year ended October 31, 2009, EVM earned $655 in sub-transfer agent fees. The Fund was informed that Eaton Vance Distributors, Inc. (EVD), an affiliate of EVM and the Fund’s principal underwriter, received $2,709 as its portion of the sales charge on sales of Class A shares for the year ended October 31, 2009. EVD also received distribution and service fees from Class A shares (see Note 4) and contingent deferred sales charges (see Note 5).

Except for Trustees of the Fund and the Portfolio who are not members of EVM’s or BMR’s organizations, officers and Trustees receive remuneration for their services to the Fund out of the investment adviser fee. Certain officers and Trustees of the Fund and the Portfolio are officers of the above organizations.

4Distribution Plan

The Fund has in effect a distribution plan for Class A shares (Class A Plan) pursuant to Rule 12b-1 under the 1940 Act. The Class A Plan provides that the Fund will pay EVD a distribution and service fee of 0.30% per annum of its average daily net assets attributable to Class A shares for distribution services and facilities provided to the Fund

9

Eaton Vance International Income Fundas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

by EVD, as well as for personal services and/or the maintenance of shareholder accounts. Distribution and service fees paid or accrued to EVD for the year ended October 31, 2009 amounted to $19,202 for Class A shares.

5Contingent Deferred Sales Charges

Class A shares may be subject to a 1% contingent deferred sales charge (CDSC) if redeemed within 18 months of purchase (depending on the circumstances of purchase). Generally, the CDSC is based upon the lower of the net asset value at date of redemption or date of purchase. No charge is levied on shares acquired by reinvestment of dividends or capital gain distributions. No CDSC is levied on shares which have been sold to EVM or its affiliates or to their respective employees or clients and may be waived under certain other limited conditions. For the year ended October 31, 2009, the Fund was informed that EVD received approximately $2,000 of CDSCs paid by Class A shareholders.

6Investment Transactions

For the year ended October 31, 2009, increases and decreases in the Fund’s investment in the Portfolio aggregated $5,954,492 and $6,129,383, respectively.

7Shares of Beneficial Interest

The Fund’s Declaration of Trust permits the Trustees to issue an unlimited number of full and fractional shares of beneficial interest (without par value). Such shares may be issued in a number of different series (such as the Fund) and classes. Transactions in Fund shares were as follows:

	Year Ended October 31,
Class A	2009			2008
Sales		548,445			902,331
Issued to shareholders electing to receive payments of distributions in Fund shares		26,513			9,789
Redemptions		(578,109	)		(401,781	)
Net increase (decrease)		(3,151	)		510,339

8Review for Subsequent Events

In connection with the preparation of the financial statements of the Fund as of and for the year ended October 31, 2009, events and transactions subsequent to October 31, 2009 through December 28, 2009, the date the financial statements were issued, have been evaluated by the Fund’s management for possible adjustment and/or disclosure. Management has not identified any subsequent events requiring financial statement disclosure as of the date these financial statements were issued.

10

Eaton Vance International Income Fundas of October 31, 2009

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Trustees of Eaton Vance Mutual Funds Trust and Shareholders of Eaton Vance International Income Fund:

We have audited the accompanying statement of assets and liabilities of Eaton Vance International Income Fund (the “Fund”) (one of the funds constituting Eaton Vance Mutual Funds Trust) as of October 31, 2009, 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 financial highlights for each of the two years in the period then ended and the period from the start of business, June 27, 2007, to October 31, 2007. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the 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 financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Eaton Vance International Income Fund as of October 31, 2009, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the two years in the period then ended and the period from the start of business, June 27, 2007, to October 31, 2007, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 28, 2009

11

Eaton Vance International Income Fundas of October 31, 2009

FEDERAL TAX INFORMATION (Unaudited)

The Form 1099-DIV you receive in January 2010 will show the tax status of all distributions paid to your account in calendar year 2009. Shareholders are advised to consult their own tax adviser with respect to the tax consequences of their investment in the Fund. As required by the Internal Revenue Code regulations, shareholders must be notified within 60 days of the Fund’s fiscal year end regarding the status of capital gains dividends.

Capital Gain Dividends. The Fund designates $159,375 as a capital gain dividend.

12

International Income Portfolioas of October 31, 2009

PORTFOLIO OF INVESTMENTS

Foreign Government Bonds — 41.5%
		Principal
Security		Amount		Value
Australia — 0.6%
Commonwealth of Australia, 5.75%, 6/15/11	AUD		177,000	$	161,931
Commonwealth of Australia, 6.25%, 4/15/15	AUD		146,000		136,827
Commonwealth of Australia, 6.50%, 5/15/13	AUD		152,000		142,485
Total Australia (identified cost $396,797)				$	441,243
Belgium — 1.6%
Kingdom of Belgium, 4.00%, 3/28/13	EUR		211,000	$	329,103
Kingdom of Belgium, 5.50%, 9/28/17	EUR		195,000		329,321
Kingdom of Belgium, 5.50%, 3/28/28	EUR		288,000		487,741
Total Belgium (identified cost $1,049,729)				$	1,146,165
Brazil — 0.2%
Nota Do Tesouro Nacional, 6.00%, 5/15/15(1)	BRL		264,802	$	145,664
Total Brazil (identified cost $124,049)				$	145,664
Canada — 2.3%
Canada Housing Trust, 2.20%, 3/15/14	CAD		135,000	$	122,346
Canada Housing Trust, 3.60%, 6/15/13(2)	CAD		881,000		848,017
Canada Housing Trust, 4.00%, 6/15/12(2)	CAD		214,000		208,466
Canada Housing Trust, 4.10%, 12/15/18	CAD		475,000		453,701
Total Canada (identified cost $1,597,323)				$	1,632,530
Chile — 0.1%
Government of Chile, 2.10%, 9/1/15(3)	CLP		41,900,320	$	75,689
Total Chile (identified cost $75,852)				$	75,689
Congo — 0.0%
Republic of Congo, 3.00%, 6/30/29	USD		64,600	$	32,139
Total Congo (identified cost $25,344)				$	32,139
Costa Rica — 0.1%
Titulo Propiedad Ud, 1.00%, 1/12/22(4)	CRC		41,285,649	$	31,362
Titulo Propiedad Ud, 1.63%, 7/13/16(5)	CRC		4,763,917		3,678
Total Costa Rica (identified cost $47,852)				$	35,040
Czech Republic — 2.1%
Czech Republic, 4.125%, 3/18/20	EUR		1,010,000	$	1,448,633
Total Czech Republic (identified cost $1,515,532)				$	1,448,633
Denmark — 1.1%
Kingdom of Denmark, 4.00%, 11/15/15	DKK		215,000	$	44,419
Kingdom of Denmark, 4.00%, 11/15/17	DKK		1,008,000		206,893
Kingdom of Denmark, 5.00%, 11/15/13	DKK		938,000		201,793
Kingdom of Denmark, 6.00%, 11/15/09	DKK		1,470,000		291,119
Total Denmark (identified cost $662,272)				$	744,224
France — 12.3%
Government of France, 3.75%, 4/25/17	EUR		1,320,000	$	2,025,504
Government of France, 4.00%, 10/25/13	EUR		905,000		1,417,450
Government of France, 4.00%, 4/25/14	EUR		570,000		893,414
Government of France, 4.25%, 10/25/23	EUR		1,920,000		2,928,514
Government of France, 5.50%, 4/25/29	EUR		745,000		1,289,007
Total France (identified cost $7,729,248)				$	8,553,889
Georgia — 0.2%
Republic of Georgia, 7.50%, 4/15/13	USD		115,000	$	116,725
Total Georgia (identified cost $77,172)				$	116,725
Germany — 10.5%
Republic of Germany, 3.75%, 7/4/13	EUR		1,096,000	$	1,706,207
Republic of Germany, 3.75%, 1/4/19	EUR		970,000		1,489,258
Republic of Germany, 5.00%, 1/4/12	EUR		1,700,000		2,689,472
Republic of Germany, 6.25%, 1/4/30	EUR		732,000		1,390,430
Total Germany (identified cost $6,411,388)				$	7,275,367
Ghana — 0.1%
Ghana Government Bond, 13.69%, 3/15/10	GHS		140,000	$	93,658
Total Ghana (identified cost $145,268)				$	93,658
Ivory Coast — 0.0%
Ivory Coast, 4.00%, 3/31/28(6)	USD		45,000	$	26,978
Total Ivory Coast (identified cost $16,633)				$	26,978

See notes to financial statements

13

International Income Portfolioas of October 31, 2009

PORTFOLIO OF INVESTMENTS CONT’D

		Principal
Security		Amount		Value
Macedonia — 0.3%
Republic of Macedonia, 4.625%, 12/8/15	EUR		190,000	$	244,511
Total Macedonia (identified cost $163,094)				$	244,511
Netherlands — 1.7%
Government of Netherlands, 3.75%, 1/15/23	EUR		368,000	$	535,278
Government of Netherlands, 4.50%, 7/15/17	EUR		206,000		329,233
Government of Netherlands, 5.00%, 7/15/12	EUR		212,000		338,377
Total Netherlands (identified cost $1,093,053)				$	1,202,888
Poland — 0.3%
Poland Government Bond, 3.00%, 8/24/16(7)	PLN		647,823	$	214,086
Total Poland (identified cost $184,278)				$	214,086
South Africa — 0.5%
Republic of South Africa, 6.50%, 6/2/14	USD		290,000	$	317,550
Total South Africa (identified cost $319,870)				$	317,550
South Korea — 0.2%
Republic of South Korea, 7.125%, 4/16/19	USD		100,000	$	117,312
Total South Korea (identified cost $99,088)				$	117,312
Sweden — 1.3%
Government of Sweden, 3.75%, 8/12/17	SEK		5,510,000	$	810,435
Government of Sweden, 6.75%, 5/5/14	SEK		395,000		65,502
Total Sweden (identified cost $867,693)				$	875,937
Turkey — 2.0%
Turkey Government Bond, 9.00%, 5/21/14(8)	TRY		373,400	$	296,186
Turkey Government Bond, 10.00%, 2/15/12(9)	TRY		517,666		387,066
Turkey Government Bond, 12.00%, 8/14/13(10)	TRY		822,272		691,403
Total Turkey (identified cost $1,069,154)				$	1,374,655
United Kingdom — 3.6%
United Kingdom Government Bond, 4.25%, 12/7/27	GBP		230,000	$	385,752
United Kingdom Government Bond, 4.75%, 6/7/10	GBP		342,000		575,621
United Kingdom Government Bond, 4.75%, 3/7/20	GBP		285,000		508,706
United Kingdom Government Bond, 5.00%, 3/7/12	GBP		321,000		567,708
United Kingdom Government Bond, 5.00%, 9/7/14	GBP		266,000		481,372
Total United Kingdom (identified cost $2,828,729)				$	2,519,159
Uruguay — 0.4%
Republic of Uruguay, 5.00%, 9/14/18(11)	UYU		5,055,573	$	250,454
Total Uruguay (identified cost $216,807)				$	250,454
Total Foreign Government Bonds (identified cost $26,716,225)				$	28,884,496
Foreign Corporate Bonds — 0.3%
		Principal
Security		Amount		Value
Kazakhstan — 0.3%
Kazkommerts International, 7.875%, 4/7/14(12)	USD		200,000	$	168,500
Total Kazakhstan (identified cost $166,203)
				$	168,500
Total Foreign Corporate Bonds
(identified cost $166,203)				$	168,500
Collateralized Mortgage Obligations — 4.7%
		Principal
Security		Amount		Value
Federal Home Loan Mortgage Corp., Series 2127, Class PG, 6.25%, 2/15/29		$	735,066	$	784,621
Federal National Mortgage Association, Series 1991-139, Class PN, 7.50%, 10/25/21(13)			868,893		970,995
Federal National Mortgage Association, Series 2009-62, Class WA, 5.56%, 8/25/39			1,449,612		1,545,948
Total Collateralized Mortgage Obligations
(identified cost $3,183,072)				$	3,301,564

See notes to financial statements

14

International Income Portfolioas of October 31, 2009

PORTFOLIO OF INVESTMENTS CONT’D

Mortgage Pass-Throughs — 27.3%
	Principal
Security	Amount		Value
Federal Home Loan Mortgage Corp.:
6.00% with maturity at 2016	$	1,417,528	$	1,520,500
			$	1,520,500
Federal National Mortgage Association:
2.72% with maturity at 2035(14)	$	1,945,334	$	1,995,822
4.42% with maturity at 2035(14)		2,214,272		2,304,226
6.00% with maturity at 2019		354,009		378,242
6.50% with maturity at 2017		709,911		751,297
7.00% with various maturities to 2033		2,728,158		3,027,194
7.50% with maturity at 2035		926,702		1,040,876
8.50% with maturity at 2032		872,376		1,020,481
			$	10,518,138
Government National Mortgage Association:
7.00% with various maturities to 2035	$	3,119,388	$	3,456,388
8.00% with maturity at 2016		1,389,327		1,501,072
9.00% with various maturities to 2024		1,703,300		1,990,204
			$	6,947,664
Total Mortgage Pass-Throughs (identified cost $18,440,669)			$	18,986,302

Currency Options Purchased — 0.0%
	Principal Amount of
	Contracts		Strike		Expiration
Description	(000’s omitted)		Price		Date		Value
Japanese Yen Put Option		JPY 910,000		JPY 107.75		4/6/10	$	5,762
Total Currency Options Purchased (identified cost $163,800)							$	5,762

Short-Term Investments — 21.1%
Foreign Government Securities — 8.2%
		Principal
Security		Amount		Value
Egypt — 3.1%
Egypt Treasury Bill, 0.00%, 11/3/09	EGP		3,350,000	$	611,930
Egypt Treasury Bill, 0.00%, 11/10/09	EGP		1,225,000		223,345
Egypt Treasury Bill, 0.00%, 11/17/09	EGP		1,250,000		227,476
Egypt Treasury Bill, 0.00%, 11/24/09	EGP		575,000		104,441
Egypt Treasury Bill, 0.00%, 12/1/09	EGP		1,025,000		185,828
Egypt Treasury Bill, 0.00%, 12/8/09	EGP		2,275,000		411,672
Egypt Treasury Bill, 0.00%, 6/29/10	EGP		600,000		102,823
Egypt Treasury Bill, 0.00%, 8/3/10	EGP		500,000		84,891
Egypt Treasury Bill, 0.00%, 9/28/10	EGP		500,000		83,660
Egypt Treasury Bill, 0.00%, 10/26/10	EGP		425,000		70,538
Egypt Treasury Bill, 0.00%, 10/26/10	EGP		525,000		87,135
Total Egypt (identified cost $2,176,202)				$	2,193,739
Iceland — 0.1%
Iceland Treasury Bill, 0.00%, 11/16/09	ISK		3,152,000	$	21,246
Iceland Treasury Bill, 0.00%, 2/15/10	ISK		577,000		3,806
Iceland Treasury Note, 7.00%, 3/17/10	ISK		1,965,000		13,228
Total Iceland (identified cost $36,420)				$	38,280
Lebanon — 2.5%
Lebanon Treasury Bill, 0.00%, 11/5/09	LBP		86,000,000	$	57,219
Lebanon Treasury Bill, 0.00%, 11/19/09	LBP		134,000,000		88,991
Lebanon Treasury Bill, 0.00%, 12/17/09	LBP		63,920,000		42,328
Lebanon Treasury Bill, 0.00%, 12/17/09	LBP		66,300,000		43,905
Lebanon Treasury Bill, 0.00%, 12/24/09	LBP		101,950,000		67,450
Lebanon Treasury Bill, 0.00%, 12/31/09	LBP		105,910,000		70,003
Lebanon Treasury Bill, 0.00%, 1/7/10	LBP		102,000,000		67,351
Lebanon Treasury Bill, 0.00%, 1/21/10	LBP		68,000,000		44,807
Lebanon Treasury Bill, 0.00%, 2/4/10	LBP		136,000,000		89,413
Lebanon Treasury Bill, 0.00%, 2/18/10	LBP		100,000,000		65,588
Lebanon Treasury Bill, 0.00%, 3/4/10	LBP		51,000,000		33,366
Lebanon Treasury Bill, 0.00%, 3/18/10	LBP		478,290,000		312,083
Lebanon Treasury Bill, 0.00%, 4/1/10	LBP		230,000,000		149,655
Lebanon Treasury Bill, 0.00%, 4/15/10	LBP		259,000,000		168,031
Lebanon Treasury Bill, 0.00%, 4/29/10	LBP		450,000,000		291,721
Lebanon Treasury Bill, 0.00%, 9/23/10	LBP		73,000,000		46,073
Lebanon Treasury Bill, 0.00%, 10/21/10	LBP		149,400,000		93,847
Total Lebanon (identified cost $1,714,420)				$	1,731,831
South Korea — 0.6%
Korea Monetary Stabilization Bond, 5.54%, 11/14/09	KRW		241,080,000	$	204,143
Korea Monetary Stabilization Bond, 5.45%, 1/23/10	KRW		107,620,000		91,685
Korea Monetary Treasury Bond, 4.75%, 12/10/09	KRW		127,610,000		108,225
Total South Korea (identified cost $389,968)				$	404,053

See notes to financial statements

15

International Income Portfolioas of October 31, 2009

PORTFOLIO OF INVESTMENTS CONT’D

		Principal
Security		Amount		Value
Sri Lanka — 1.9%
Sri Lanka Government Bond, 15.50%, 1/15/10	LKR		14,500,000	$	127,911
Sri Lanka Government Bond, 7.60%, 4/1/10	LKR		1,970,000		17,042
Sri Lanka Government Bond, 15.50%, 5/15/10	LKR		6,990,000		62,791
Sri Lanka Treasury Bill, 0.00%, 11/6/09	LKR		23,000,000		200,024
Sri Lanka Treasury Bill, 0.00%, 11/6/09	LKR		17,000,000		147,844
Sri Lanka Treasury Bill, 0.00%, 1/8/10	LKR		24,000,000		205,651
Sri Lanka Treasury Bill, 0.00%, 1/15/10	LKR		29,825,000		255,131
Sri Lanka Treasury Bill, 0.00%, 2/5/10	LKR		28,540,000		242,931
Sri Lanka Treasury Bill, 0.00%, 4/9/10	LKR		7,250,000		60,737
Sri Lanka Treasury Bill, 0.00%, 4/30/10	LKR		4,450,000		37,138
Total Sri Lanka (identified cost $1,353,169)				$	1,357,200
Total Foreign Government Securities
(identified cost $5,670,179)				$	5,725,103
Repurchase Agreements(15) — 7.9%
		Principal
		Amount
Description		(000’s omitted)		Value
Barclays Bank PLC, dated 10/8/09, with an interest rate of 0.80%, collateralized by Venezuela Government Bond with an interest rate of 10.75%, a maturity date of 9/19/13 and a market value of $1,929,486.		$	1,954	$	1,954,447
Barclays Bank PLC, dated 9/16/09, with an interest rate of 0.85%, collateralized by Costa Rica Government Bond with an interest rate of 9.995%, a maturity date of 8/1/20 and a market value of $1,309,710.			1,287		1,286,788
Citibank, dated 10/19/09, with an interest rate of 0.40%, collateralized by Turkey Government Bond with an interest rate of 7.00%, a maturity date of 9/26/16 and a market value of $2,223,222.			2,222		2,222,200
Total Repurchase Agreements
(identified cost $5,463,435)				$	5,463,435

Other Securities — 5.0%
	Interest
	Amount
Description	(000’s omitted)		Value
Cash Management Portfolio, 0.00%(16)	$	3,503	$	3,503,113
Total Other Securities — 5.0% (identified cost $3,503,113)			$	3,503,113
Total Short-Term Investments (identified cost $14,636,727)			$	14,691,651
Total Investments — 94.9% (cost $63,306,696)			$	66,038,275

Currency Options Written — (0.1)%
	Principal
	Amount of
	Contracts		Strike		Expiration
Description	(000’s omitted)		Price		Date		Value
Japanese Yen Call Option	JPY	1,335,000	JPY	76.40		4/6/10	$	(68,963	)
Total Currency Options Written (premiums received $152,300)							$	(68,963	)
Other Assets, Less Liabilities — 5.2%							$	3,612,049
Net Assets — 100.0%							$	69,581,361

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

AUD - Australian Dollar

BRL - Brazilian Real

CAD - Canadian Dollar

CLP - Chilean Peso

CRC - Costa Rican Colon

DKK - Danish Krone

EGP - Egyptian Pound

EUR - Euro

GBP - British Pound Sterling

GHS - Ghanaian Cedi

ISK - Icelandic Krona

JPY - Japanese Yen

KRW - South Korean Won

LBP - Lebanese Pound

LKR - Sri Lanka Rupee

PLN - Polish Zloty

SEK - Swedish Krona

TRY - New Turkish Lira

See notes to financial statements

16

International Income Portfolioas of October 31, 2009

PORTFOLIO OF INVESTMENTS CONT’D

USD - United States Dollar

UYU - Uruguayan Peso

(1)	Bond pays a 6.00% coupon on the face at the end of the payment period. Principal is adjusted based on the IPCA (Amplified Consumer Price Index) as determined by the Brazilian Institute of Geography and Statistics. The original face is BRL 143,000 and current face is BRL 264,802.
(2)	Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be sold in transactions exempt from registration, normally to qualified institutional buyers. At October 31, 2009, the aggregate value of these securities is $1,056,483 or 1.5% of the Portfolio’s net assets.
(3)	Bond pays a 2.10% coupon on the face at the end of the payment period. Principal is adjusted based on the Chilean Inflation Indexed CPI. The original face is CLP 41,866,040 and current face is CLP 41,900,320.
(4)	Bond pays a 1.00% coupon on the face at the end of the payment period. Principal is adjusted based on Development Units (Unidades de Desarrolla) as calculated by the General Superintendent of Values. The original face is CRC 33,700,000 and current face is CRC 41,285,649.
(5)	Bond pays a 1.63% coupon on the face at the end of the payment period. Principal is adjusted based on Development Units (Unidades de Desarrolla) as calculated by the General Superintendent of Values. The original face is CRC 3,700,000 and current face is CRC 4,763,917.
(6)	Currently the issuer is in default with respect to interest payments.
(7)	Bond pays a 3.00% coupon on the face at the end of the payment period. Principal is adjusted based on the Poland Inflation Indexed CPI. The original face is PLN 565,000 and current face is PLN 647,823.
(8)	Bond pays a 9.00% coupon on the face at the end of the payment period. Principal is adjusted based on the Turkey Inflation Indexed CPI. The original face is TRY 370,000 and current face is TRY 373,400.
(9)	Bond pays a 10.00% coupon on the face at the end of the payment period. Principal is adjusted based on the Turkey Inflation Indexed CPI. The original face is TRY 426,000 and current face is TRY 517,666.
(10)	Bond pays a 12.00% coupon on the face at the end of the payment period. Principal is adjusted based on the Turkey Inflation Indexed CPI. The original face is TRY 779,000 and the current face is TRY 822,272.
(11)	Bond pays a 5.00% coupon on the face at the end of the payment period. Principal is adjusted based on the Uruguayan inflation rate. The original face is UYU 4,000,000, and current face is UYU 5,055,573.
(12)	Security exempt from registration under Regulation S of the Securities Act of 1933, which exempts from registration securities offered and sold outside the United States. Security

	may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933.
(13)	Weighted average fixed-rate coupon that changes/updates monthly.
(14)	Adjustable rate mortgage security. Rate shown is the rate at October 31, 2009.
(15)	Open repurchase agreements with no specific maturity date. Either party may terminate the agreement upon demand.
(16)	Affiliated investment company available to Eaton Vance portfolios and funds which invests in high quality, U.S. dollar denominated money market instruments. The rate shown is the annualized seven-day yield as of October 31, 2009.

See notes to financial statements

17

International Income Portfolioas of October 31, 2009

FINANCIAL STATEMENTS

Statement of Assets and Liabilities

As of October 31, 2009
Assets
Unaffiliated investments, at value (identified cost, $59,803,583)	$	62,535,162
Affiliated investment, at value (identified cost, $3,503,113)		3,503,113
Cash held by broker for open financial futures contracts		328,472
Foreign currency, at value (identified cost, $216,286)		215,683
Interest receivable		693,731
Receivable for investments sold		2,381,260
Receivable for variation margin on open financial futures contracts		30,634
Receivable for open forward foreign currency exchange contracts		561,343
Receivable for closed forward foreign currency exchange contracts		9,997
Receivable for open swap contracts		385,826
Receivable for closed swap contracts		20,261
Receivable for closed options		27,515
Premium paid on open swap contracts		34,821
Total assets	$	70,727,818
Liabilities
Payable for investments purchased	$	566,603
Payable for open forward foreign currency exchange contracts		118,522
Payable for closed forward foreign currency exchange contracts		1,736
Payable for open swap contracts		269,026
Payable for closed swap contracts		10,873
Written options outstanding, at value (premiums received, $152,300)		68,963
Payable to affiliates:
Investment adviser fee		36,064
Trustees’ fees		192
Accrued expenses		74,478
Total liabilities	$	1,146,457
Net Assets applicable to investors’ interest in Portfolio	$	69,581,361
Sources of Net Assets
Net proceeds from capital contributions and withdrawals	$	66,208,275
Net unrealized appreciation		3,373,086
Total	$	69,581,361

Statement of Operations

For the Year Ended
October 31, 2009
Investment Income
Interest (net of foreign taxes, $6,698)	$	1,993,961
Interest allocated from affiliated investment		45,776
Expenses allocated from affiliated investment		(29,904	)
Total investment income	$	2,009,833
Expenses
Investment adviser fee	$	271,575
Trustees’ fees and expenses		2,565
Custodian fee		58,167
Legal and accounting services		65,637
Miscellaneous		3,001
Total expenses	$	400,945
Net investment income	$	1,608,888
Realized and Unrealized Gain (Loss)
Net realized gain (loss) —
Investment transactions	$	(331,994	)
Financial futures contracts		213,278
Written options		117,803
Swap contracts		(26,102	)
Foreign currency and forward foreign currency exchange contract transactions		1,589,640
Net realized gain	$	1,562,625
Change in unrealized appreciation (depreciation) —
Investments	$	5,210,900
Financial futures contracts		(16,254	)
Swap contracts		(78,076	)
Written options		154,761
Foreign currency and forward foreign currency exchange contracts		621,279
Net change in unrealized appreciation (depreciation)	$	5,892,610
Net realized and unrealized gain	$	7,455,235
Net increase in net assets from operations	$	9,064,123

See notes to financial statements

18

International Income Portfolioas of October 31, 2009

FINANCIAL STATEMENTS CONT’D

Statements of Changes in Net Assets

Increase (Decrease)	Year Ended			Year Ended
in Net Assets	October 31, 2009			October 31, 2008
From operations —
Net investment income	$	1,608,888		$	1,324,768
Net realized gain from investment transactions, financial futures contracts, swap contracts, written options, and foreign currency and forward foreign currency exchange contract transactions		1,562,625			1,977,688
Net change in unrealized appreciation (depreciation) from investments, financial futures contracts, swap contracts, written options, foreign currency and forward foreign currency exchange contracts		5,892,610			(3,998,350	)
Net increase (decrease) in net assets from operations	$	9,064,123		$	(695,894	)
Capital transactions —
Contributions	$	33,505,208		$	17,567,573
Withdrawals		(6,742,649	)		(6,696,831	)
Net increase from capital transactions	$	26,762,559		$	10,870,742
Net increase in net assets	$	35,826,682		$	10,174,848
Net Assets
At beginning of year	$	33,754,679		$	23,579,831
At end of year	$	69,581,361		$	33,754,679

See notes to financial statements

19

International Income Portfolioas of October 31, 2009

FINANCIAL STATEMENTS CONT’D

Supplementary Data

	Year Ended October 31,
							Period Ended
	2009			2008			October 31, 2007(1)
Ratios/Supplemental Data
Ratios (as a percentage of average daily net assets):
Expenses(2)		0.90	%		1.01	%		1.35	%(3)
Net investment income		3.34	%		4.01	%		3.75	%(3)
Portfolio Turnover		28	%		14	%		2	%(4)
Total Return		20.91	%		(0.64	)%		10.05	%(4)
Net assets, end of period (000’s omitted)	$	69,581		$	33,755		$	23,580

(1)	For the period from the start of business, June 27, 2007, to October 31, 2007.
(2)	Excludes the effect of custody fee credits, if any, of less than 0.005%.
(3)	Annualized.
(4)	Not annualized.

See notes to financial statements

20

International Income Portfolioas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS

1Significant Accounting Policies

International Income Portfolio (the Portfolio) is a New York trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as a non-diversified, open-end management investment company. The Portfolio’s investment objective is to seek total return. Total return is defined as income plus capital appreciation. The Declaration of Trust permits the Trustees to issue interests in the Portfolio. At October 31, 2009, Eaton Vance International Income Fund, Eaton Vance Medallion Strategic Income Fund and Eaton Vance Strategic Income Fund held an interest of 8.91%, 9.86% and 81.03%, 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 source of authoritative accounting principles applied in the preparation of the Portfolio’s financial statements is the Financial Accounting Standards Board (FASB) Accounting Standards Codification (the Codification), which superseded existing non-Securities and Exchange Commission accounting and reporting standards for interim and annual reporting periods ending after September 15, 2009. The adoption of the Codification for the current reporting period did not impact the Portfolio’s application of generally accepted accounting principles.

AInvestment Valuation — Debt obligations (including short-term obligations with a remaining maturity of more than sixty days and excluding most seasoned mortgage-backed securities) will normally be valued on the basis of quotations provided by third party pricing services. The pricing services will use various techniques that consider factors including, but not limited to, reported trades or dealer quotations, prices or yields of securities with similar characteristics, benchmark yields, broker/dealer quotes, issuer spreads, as well as industry and economic events. Most seasoned, fixed rate 30-year mortgage-backed securities are valued through the use of the investment adviser’s matrix pricing system, which takes into account bond prices, yield differentials, anticipated prepayments and interest rates provided by dealers. Short-term debt securities with a remaining maturity of sixty days or less (excluding those that are non-U.S. dollar denominated, which typically are valued by a pricing service or dealer quotes) are generally valued at amortized cost, which approximates market value. Exchange-traded options are valued at the last sale price for the day of valuation as quoted on any exchange on which the option is listed or, in the absence of sales on such date, at the mean between the closing bid and asked prices therefore as reported by the Options Price Reporting Authority. Over-the-counter options (including options on securities, indices and foreign currencies) are valued by a third party pricing service using techniques that consider factors including the value of the underlying instrument,

the volatility of the underlying instrument and the time until option expiration. Financial futures contracts are valued at the settlement price established by the board of trade or exchange on which they are traded. Forward foreign currency exchange contracts are generally valued at the mean of the average bid and average asked prices that are reported by currency dealers to a third party pricing service at the valuation time. Such third party pricing service valuations are supplied for specific settlement periods and the Portfolio’s forward foreign currency exchange contracts are valued at an interpolated rate between the closest preceding and subsequent settlement period reported by the third party pricing service. Interest rate swaps are normally valued using valuations provided by a third party pricing service. Such pricing service valuations are based on the present value of fixed and projected floating rate cash flows over the term of the swap contract. Future cash flows are discounted to their present value using swap quotations provided by electronic data services or by broker/dealers. Credit default swaps are normally valued using valuations provided by a third party pricing service. The pricing services employ electronic data processing techniques to determine the present value based on credit spread quotations obtained from broker/dealers and expected default recovery rates determined by the pricing service using proprietary models. Foreign securities and currencies are valued in U.S. dollars, based on foreign currency exchange rate quotations supplied by a third party pricing service. The pricing service uses a proprietary model to determine the exchange rate. Inputs to the model include reported trades and implied bid/ask spreads. 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.

The Portfolio may invest in Cash Management Portfolio (Cash Management), an affiliated investment company managed by Boston Management and Research (BMR), a subsidiary of Eaton Vance Management (EVM). Cash

21

International Income Portfolioas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

Management generally values its investment securities utilizing the amortized cost valuation technique permitted by Rule 2a-7 under the 1940 Act, pursuant to which Cash Management must comply with certain conditions. This technique involves initially valuing a portfolio security at its cost and thereafter assuming a constant amortization to maturity of any discount or premium. If amortized cost is determined not to approximate fair value, Cash Management may value its investment securities in the same manner as debt obligations described above.

BInvestment 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.

CIncome — Interest income is recorded on the basis of interest accrued, adjusted for amortization of premium or accretion of discount.

DFederal 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 October 31, 2009, the Portfolio had no uncertain tax positions that would require financial statement recognition, de-recognition, or disclosure. Each of the Portfolio’s federal tax returns filed since the start of business on June 27, 2007 to October 31, 2009 remains subject to examination by the Internal Revenue Service.

EExpense 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.

FForeign Currency Translation — Investment valuations, other assets, and liabilities initially expressed in foreign currencies are translated each business day into U.S.

dollars based upon current exchange rates. Purchases and sales of foreign investment securities and income and expenses denominated in foreign currencies are translated into U.S. dollars based upon currency exchange rates in effect on the respective dates of such transactions. Recognized gains or losses on investment transactions attributable to changes in foreign currency exchange rates are recorded for financial statement purposes as net realized gains and losses on investments. That portion of unrealized gains and losses on investments that results from fluctuations in foreign currency exchange rates is not separately disclosed.

GUse 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.

HIndemnifications — 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.

IFinancial Futures Contracts — The Portfolio may enter into financial futures contracts. The Portfolio’s investment in financial futures contracts is designed for hedging against changes in interest rates or as a substitute for the purchase of securities. Upon entering into a financial futures contract, the Portfolio is required to deposit with the broker, either in cash or securities, an amount equal to a certain percentage of the purchase price (initial margin). Subsequent payments, known as variation margin, are made or received by the Portfolio each business day, depending on the daily fluctuations in the value of the underlying security, and are recorded as unrealized gains or losses by the Portfolio. Gains (losses) are realized upon the expiration or closing of the financial futures contracts. Should market conditions change

22

International Income Portfolioas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

unexpectedly, the Portfolio may not achieve the anticipated benefits of the financial futures contracts and may realize a loss. In entering such contracts, the Portfolio bears the risk if the counterparties do not perform under the contracts’ terms. Futures contracts have minimal counterparty risk as they are exchange traded and the clearinghouse for the exchange is substituted as the counterparty, guaranteeing counterparty performance.

JForward Foreign Currency Exchange Contracts — The Portfolio may enter into forward foreign currency exchange contracts for the purchase or sale of a specific foreign currency at a fixed price on a future date. The Portfolio enters into forward contracts for hedging purposes as well as non-hedging purposes. The forward foreign currency exchange contract is adjusted by the daily exchange rate of the underlying currency and any gains or losses are recorded as unrealized until such time as the contract has been closed or offset by another contract with the same broker for the same settlement date and currency. Risks may arise upon entering these contracts from the potential inability of counterparties to meet the terms of their contracts and from movements in the value of a foreign currency relative to the U.S. dollar.

KWritten Options — Upon the writing of a call or a put option, the premium received by the Portfolio is included in the Statement of Assets and Liabilities as a liability. The amount of the liability is subsequently marked-to-market to reflect the current market value of the option written, in accordance with the Portfolio’s policies on investment valuations discussed above. Premiums received from writing options which expire are treated as realized gains. Premiums received from writing options which are exercised or are closed are added to or offset against the proceeds or amount paid on the transaction to determine the realized gain or loss. If a put option on a security is exercised, the premium reduces the cost basis of the securities purchased by the Portfolio. The Portfolio, as a writer of an option, may have no control over whether the underlying securities or other assets may be sold (call) or purchased (put) and, as a result, bears the market risk of an unfavorable change in the price of the securities or other assets underlying the written option. The Portfolio may also bear the risk of not being able to enter into a closing transaction if a liquid secondary market does not exist.

LPurchased Options — Upon the purchase of a call or put option, the premium paid by the Portfolio is included in the Statement of Assets and Liabilities as an investment. The amount of the investment is subsequently marked-to-market to reflect the current market value of the option purchased, in accordance with the Portfolio’s policies on investment valuations discussed above. If an option which the Portfolio had purchased expires on the

stipulated expiration date, the Portfolio will realize a loss in the amount of the cost of the option. If 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. If the Portfolio exercises a put option, it will realize a gain or loss from the sale of the underlying security, and the proceeds from such sale will be decreased by the premium originally paid. If the Portfolio exercises a call option, the cost of the security which the Portfolio purchases upon exercise will be increased by the premium originally paid. The risk associated with purchasing options is limited to the premium originally paid.

MInterest Rate Swaps — The Portfolio may enter into interest rate swap agreements to enhance return, to hedge against fluctuations in securities prices or interest rates, or as substitution for the purchase or sale of securities. Pursuant to these agreements, the Portfolio either makes floating-rate payments based on a benchmark interest rate in exchange for fixed-rate payments or the Portfolio makes fixed-rate payments in exchange for payments on a floating benchmark interest rate. Payments received or made are recorded as realized gains or losses. During the term of the outstanding swap agreement, changes in the underlying value of the swap are recorded as unrealized gains or losses. The value of the swap is determined by changes in the relationship between two rates of interest. The Portfolio is exposed to credit loss in the event of non-performance by the swap counterparty. Risk may also arise from movements in interest rates.

NCross-Currency Swaps — Cross-currency swaps are interest rate swaps in which interest cash flows are exchanged between two parties based on the notional amounts of two different currencies. The notional amounts are typically determined based on the spot exchange rates at the inception of the trade. Cross-currency swaps also involve the exchange of the notional amounts at the start of the contract at the current spot rate with an agreement to re-exchange such amounts at a later date at either the same exchange rate, a specified rate or the then current spot rate. The entire principal value of a cross-currency swap is subject to the risk that the counterparty to the swap will default on its contractual delivery obligations.

OCredit Default Swaps — When the Portfolio is the buyer of a credit default swap contract, the Portfolio is entitled to receive the par (or other agreed-upon) value of a referenced debt obligation (or basket of debt obligations) from the counterparty to the contract if a credit event by a third party, such as a U.S. or foreign corporate issuer or sovereign issuer, on the debt obligation occurs. In return, the Portfolio pays the counterparty a periodic stream of

23

International Income Portfolioas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

payments over the term of the contract provided that no credit event has occurred. If no credit event occurs, the Portfolio would have spent the stream of payments and received no benefits from the contract. When the Portfolio is the seller of a credit default swap contract, it receives the stream of payments, but is obligated to pay to the buyer of the protection an amount up to the notional amount of the swap and in certain instances take delivery of securities of the reference entity upon the occurrence of a credit event, as defined under the terms of that particular swap agreement. Credit events are contract specific but may include bankruptcy, failure to pay, restructuring, obligation acceleration and repudiation/moratorium. If the Portfolio is a seller of protection and a credit event occurs, the maximum potential amount of future payments that the Portfolio could be required to make would be an amount equal to the notional amount of the agreement. This potential amount would be partially offset by any recovery value of the respective referenced obligation, or net amount received from the settlement of a buy protection credit default swap agreement entered into by the Portfolio for the same referenced obligation. As the seller, the Portfolio effectively adds leverage to its portfolio because, in addition to its total net assets, the Portfolio is subject to investment exposure on the notional amount of the swap. The interest fee paid or received on the swap contract, which is based on a specified interest rate on a fixed notional amount, is accrued daily as a component of unrealized appreciation (depreciation) and is recorded as realized gain upon receipt or realized loss upon payment. The Portfolio also records an increase or decrease to unrealized appreciation (depreciation) in an amount equal to the daily valuation. Up-front payments or receipts, if any, are recorded as other assets or other liabilities, respectively, and amortized over the life of the swap contract as realized gains or losses. The Portfolio segregates assets in the form of cash or liquid securities in an amount equal to the notional amount of the credit default swaps of which it is the seller. The Portfolio segregates assets in the form of cash or liquid securities in an amount equal to any unrealized depreciation of the credit default swaps of which it is the buyer, marked to market on a daily basis. These transactions involve certain risks, including the risk that the seller may be unable to fulfill the transaction.

PTotal Return Swaps — In a total return swap, the Portfolio makes payments at a rate equal to a predetermined spread to the one or three-month LIBOR. In exchange, the Portfolio receives payments based on the rate of return of a benchmark industry index or basket of securities. During the term of the outstanding swap agreement, changes in the underlying value of the swap are recorded as unrealized gains and losses. Periodic payments received or made are recorded as realized gains or losses. The value of the swap is determined by changes in the relationship between the rate of interest and the

benchmark industry index or basket of securities. The Portfolio is exposed to credit loss in the event of nonperformance by the swap counterparty. Risk may also arise from the unanticipated movements in value of interest rates, securities, or the index.

QRepurchase Agreements — The Portfolio may enter into repurchase agreements with banks and broker-dealers determined to be creditworthy by the Portfolio’s investment adviser. Under a repurchase agreement, the Portfolio buys a security at one price and simultaneously promises to sell that same security back to the seller at a higher price for settlement at a later date. At the time the Portfolio enters into a repurchase agreement, it typically receives collateral at least equal to the repurchase price. Repurchase agreements are marked-to-market daily. In the event of bankruptcy of the counterparty or a third party custodian, the Portfolio might experience delays in recovering its cash or experience a loss.

2Investment Adviser Fee and Other Transactions with Affiliates

The investment adviser fee is earned by BMR as compensation for investment advisory services rendered to the Portfolio. The fee is computed at an annual rate of 0.625% of the Portfolio’s average daily net assets up to $1 billion and at reduced rates as daily net assets exceed that level, and is payable monthly. The portion of the adviser fee payable by Cash Management on the Portfolio’s investment of cash therein is credited against the Portfolio’s investment adviser fee. For the year ended October 31, 2009, the Portfolio’s investment adviser fee totaled $299,972 of which $28,397 was allocated from Cash Management and $271,575 was paid or accrued directly by the Portfolio.

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 year ended October 31, 2009, no significant amounts have been deferred. Certain officers and Trustees of the Portfolio are officers of the above organizations.

24

International Income Portfolioas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

3Purchases and Sales of Investments

Purchases and sales of investments, other than short-term obligations and including maturities and paydowns, for the year ended October 31, 2009 were as follows:

Purchases
Investments (non-U.S. Government)	$	14,684,455
U.S. Government and Agency Securities		14,315,013
	$	28,999,468
Sales
Investments (non-U.S. Government)	$	7,760,347
U.S. Government and Agency Securities		3,010,810
	$	10,771,157

4Federal Income Tax Basis of Investments

The cost and unrealized appreciation (depreciation) of investments of the Portfolio at October 31, 2009, as determined on a federal income tax basis, were as follows:

Aggregate cost	$	63,392,954
Gross unrealized appreciation	$	3,122,211
Gross unrealized depreciation		(476,890	)
Net unrealized appreciation	$	2,645,321

The net unrealized appreciation on swaps, written options, foreign currency and forward foreign currency exchange contracts at October 31, 2009 on a federal income tax basis was $540,612.

5Financial Instruments

The Portfolio may trade in financial instruments with off-balance sheet risk in the normal course of its investing activities. These financial instruments may include written options, forward foreign currency exchange contracts, financial futures contracts and swap 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 do 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. A summary of written call options at October 31, 2009 is included in the Portfolio of Investments.

A summary of obligations under these financial instruments at October 31, 2009 is as follows:

Forward Foreign Currency Exchange Contracts
Sales
			Net Unrealized
			Appreciation
Settlement Date	Deliver	In Exchange For	(Depreciation)
11/6/09	Sri Lanka Rupee 17,000,000	United States Dollar 145,461	$	(2,562	)
11/6/09	Sri Lanka Rupee 23,000,000	United States Dollar 197,595		(2,671	)
11/16/09	Sri Lanka Rupee 541,725	United States Dollar 4,707		(3	)
11/23/09	South African Rand 3,972,582	United States Dollar 536,473		29,710
11/23/09	South African Rand 1,607,881	United States Dollar 217,076		11,966
11/27/09	Swedish Krona 2,835,000	United States Dollar 413,075		13,302
1/8/10	Sri Lanka Rupee 7,000,000	United States Dollar 59,372		(1,162	)
1/8/10	Sri Lanka Rupee 17,000,000	United States Dollar 144,129		(2,883	)
1/15/10	Sri Lanka Rupee 10,625,000	United States Dollar 90,157		(1,675	)
1/15/10	Sri Lanka Rupee 15,623,750	United States Dollar 132,889		(2,147	)
1/15/10	Sri Lanka Rupee 19,200,000	United States Dollar 162,988		(2,957	)
2/5/10	Sri Lanka Rupee 28,540,000	United States Dollar 243,204		(3,067	)
4/1/10	Sri Lanka Rupee 2,044,860	United States Dollar 17,540		(48	)
4/9/10	Sri Lanka Rupee 7,250,000	United States Dollar 62,232		(100	)
4/30/10	Sri Lanka Rupee 4,450,000	United States Dollar 38,197		(15	)
5/17/10	Sri Lanka Rupee 7,531,725	United States Dollar 64,346		(256	)
7/20/10	Kazakhstan Tenge 22,347,800	United States Dollar 137,103		(9,577	)
7/21/10	Kazakhstan Tenge 22,253,300	United States Dollar 137,366		(8,680	)
7/23/10	Kazakhstan Tenge 22,791,200	United States Dollar 140,470		(9,080	)
			$	8,095
11/4/09	Indonesian Rupiah 1,288,000,000	United States Dollar 125,243	$	9,602
11/5/09	Japanese Yen 769,932,000	United States Dollar 8,512,992		40,427
11/5/09	Japanese Yen 38,020,000	United States Dollar 413,095		9,281

25

International Income Portfolioas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

Forward Foreign Currency Exchange Contracts (continued)
Purchases
			Net Unrealized
			Appreciation
Settlement Date	In Exchange For	Deliver	(Depreciation)
11/5/09	Mexican Peso 4,199,000	United States Dollar 324,302		(6,328	)
11/5/09	Polish Zloty 250,000	Euro 58,790		(114	)
11/5/09	Polish Zloty 2,264,344	Euro 533,352		(2,319	)
11/9/09	Indian Rupee 8,540,000	United States Dollar 180,741		1,058
11/9/09	Indian Rupee 7,890,000	United States Dollar 169,096		(1,134	)
11/10/09	Indian Rupee 13,290,000	United States Dollar 272,280		10,626
11/10/09	Indonesian Rupiah 1,058,000,000	United States Dollar 104,422		6,229
11/12/09	Japanese Yen 1,145,514,160	United States Dollar 12,438,599		287,737
11/12/09	Russian Ruble 5,000,000	United States Dollar 170,605		353
11/12/09	Russian Ruble 4,600,000	United States Dollar 156,943		338
11/13/09	Australian Dollar 97,600	United States Dollar 87,710		62
11/13/09	Euro 8,273,212	United States Dollar 12,161,042		13,961
11/13/09	South Korean Won 204,700,000	United States Dollar 175,347		(2,224	)
11/16/09	Indian Rupee 7,070,000	United States Dollar 145,773		4,695
11/16/09	New Turkish Lira 80,000	United States Dollar 54,488		(1,403	)
11/16/09	New Turkish Lira 608,138	United States Dollar 414,545		(11,005	)
11/16/09	Swedish Krona 1,180,000	Euro 114,351		(1,892	)
11/19/09	Malaysian Ringgit 564,000	United States Dollar 168,283		(3,073	)
11/19/09	Norwegian Krone 230,000	Euro 27,690		(604	)
11/19/09	Zambian Kwacha 187,300,000	United States Dollar 40,471		(199	)
11/20/09	Malaysian Ringgit 550,000	United States Dollar 163,837	$	(2,731	)
11/23/09	Colombian Peso 273,125,859	United States Dollar 143,317		(7,004	)
11/23/09	Mexican Peso 4,294,000	United States Dollar 331,238	$	(6,832	)
11/23/09	Norwegian Krone 2,372,500	Euro 283,453		(3,087	)
11/25/09	Indian Rupee 5,500,000	United States Dollar 114,512		2,505
11/27/09	British Pound Sterling 681,444	Euro 753,038		10,096
11/30/09	Australian Dollar 177,800	United States Dollar 163,679		(4,036	)
11/30/09	British Pound Sterling 115,349	United States Dollar 188,848		435
11/30/09	Euro 469,311	United States Dollar 691,704		(1,084	)
11/30/09	Indonesian Rupiah 1,890,000,000	United States Dollar 194,986		1,992
11/30/09	Indonesian Rupiah 1,101,000,000	United States Dollar 115,676		(928	)
11/30/09	Norwegian Krone 1,240,000	Euro 148,704		(2,485	)
11/30/09	Serbian Dinar 10,100,000	Euro 107,333		(19	)
12/2/09	Brazilian Real 590,831	United States Dollar 334,332		(872	)
12/4/09	Indian Rupee 3,040,000	United States Dollar 54,681		(23	)
12/11/09	Zambian Kwacha 285,300,000	United States Dollar 53,577		7,453
12/21/09	Indian Rupee 5,400,000	United States Dollar 117,955		(3,167	)
12/21/09	Zambian Kwacha 360,000,000	United States Dollar 66,667		10,141
1/13/10	Indonesian Rupiah 1,407,370,000	United States Dollar 149,165		(3,278	)
1/14/10	Indian Rupee 15,500,000	United States Dollar 334,629		(5,413	)
1/21/10	Serbian Dinar 13,400,000	Euro 140,978		(385	)
1/27/10	Zambian Kwacha 648,441,500	United States Dollar 119,243		17,850
4/13/10	Ghanaian Cedi 251,500	United States Dollar 158,425		5,595
5/26/10	Zambian Kwacha 355,800,000	United States Dollar 60,142	$	12,045
5/27/10	Zambian Kwacha 332,600,000	United States Dollar 56,126		11,333
7/20/10	Ukraine Hryvna 1,377,900	United States Dollar 137,104		9,769

26

International Income Portfolioas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

Forward Foreign Currency Exchange Contracts (continued)
Purchases
			Net Unrealized
			Appreciation
Settlement Date	In Exchange For	Deliver	(Depreciation)
7/21/10	Ukraine Hryvna 1,360,000	United States Dollar 137,374		7,517
7/23/10	Ukraine Hryvna 1,395,100	United States Dollar 140,919		7,556
9/3/10	Ukraine Hryvna 540,000	United States Dollar 48,214		8,125
9/28/10	Zambian Kwacha 235,100,000	United States Dollar 44,653		1,127
6/15/11	Yuan Renminbi 2,300,000	United States Dollar 347,958		5,806
6/15/11	Yuan Renminbi 1,100,000	United States Dollar 166,541		2,651
			$	434,726

At October 31, 2009, closed forward foreign currency purchases and sales contracts excluded above amounted to a receivable of $9,997 and a payable of $1,736.

Futures Contracts
									Net
									Unrealized
Expiration			Aggregate						Appreciation
Date	Contracts	Position	Cost			Value			(Depreciation)
12/09	5 Euro-Bobl	Long	$	847,987		$	850,761		$	2,774
12/09	38 Euro-Bund	Long		6,843,324			6,816,981			(26,343	)
12/09	6 Euro-Buxl	Long		858,814			867,450			8,636
12/09	15 Euro-Schatz	Long		2,383,677			2,388,489			4,812
12/09	12 U.K. Gilt	Long		2,313,807			2,334,644			20,837
12/09	18 U.S. 30 Year Treasury Bond	Short		(2,143,484	)		(2,162,813	)		(19,329	)
12/09	4 U.S. 5 Year Treasury Note	Short		(461,517	)		(465,812	)		(4,295	)
12/09	3 U.S. 10 Year Treasury Note	Short		(350,333	)		(355,828	)		(5,495	)
									$	(18,403	)

Euro-Bobl: Medium-term debt securities issued by the Federal Republic of Germany with a remaining term to maturity of 4.5 to 5 years.

Euro-Bund: Long-term debt securities issued by the Federal Republic of Germany with a remaining term to maturity of 8.5 to 10.5 years.

Euro-Buxl: Long-term debt securities issued by the Federal Republic of Germany with a remaining term to maturity of 24 to 35 years.

Euro-Schatz: Medium-term debt securities issued by the Federal Republic of Germany or the Treuhandanstalt with a remaining term to maturity of 13/4 to 21/4 years.

U.K. Gilt: Gilt issues having a maturity of 81/4 to 13 years from the calendar day of the delivery month.

Interest Rate Swaps
		Portfolio
		Pays/
		Receives							Net
	Notional	Floating	Floating	Annual			Termination		Unrealized
Counterparty	Amount	Rate	Rate Index	Fixed Rate			Date		Depreciation
JPMorgan Chase Bank	BRL 2,568,875	Pay	Brazil Interbank Deposit Rate		9.67	%		1/03/11	$	(8,655	)
									$	(8,655	)

BRL - Brazilian Real

Credit Default Swaps — Sell Protection
							Current
		Notional		Contract			Market			Net
		Amount*		Annual			Annual			Unrealized
Reference		(000’s		Fixed	Termination		Fixed			Appreciation
Entity	Counterparty	omitted)		Rate**	Date		Rate***			(Depreciation)
Brazil	JPMorgan Chase Bank	$	200	5.25%		11/20/09		0	.36%	$	5,356
Iceland	JPMorgan Chase Bank		300	1.75		3/20/18		3	.22		(27,293	)
Iceland	JPMorgan Chase Bank		100	1.90		3/20/18		3	.22		(8,130	)
Iceland	JPMorgan Chase Bank		100	2.10		3/20/23		3	.07		(7,985	)
Iceland	JPMorgan Chase Bank		100	2.45		3/20/23		3	.07		(4,970	)
Kazakhstan	Barclays Bank PLC		200	9.75		11/20/09		0	.82		9,929
										$	(33,093	)

Credit Default Swaps — Buy Protection
		Notional		Contract		Net
		Amount*		Annual		Unrealized
Reference		(000’s		Fixed	Termination	Appreciation
Entity	Counterparty	omitted)		Rate**	Date	(Depreciation)
Austria	Barclays Bank PLC	$	200	0.44%	12/20/13	$	503
Austria	Barclays Bank PLC		100	1.42	3/20/14		(3,888)
Brazil	Barclays Bank PLC		250	1.65	9/20/19		(1,864)
Greece	JPMorgan Chase Bank		4,000	0.13	9/20/17		359,944
Lebanon	Citigroup Global Markets		200	1.00(1)	12/20/14		(1,588)
Lebanon	Citigroup Global Markets		150	3.30	9/20/14		(4,916)
Malaysia	Bank of America		100	0.83	12/20/14		546
Malaysia	Barclays Bank PLC		200	0.82	12/20/14		1,167
Malaysia	Barclays Bank PLC		200	2.40	3/20/14		(13,501)

27

International Income Portfolioas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

Credit Default Swaps — Buy Protection (continued)
		Notional		Contract		Net
		Amount*		Annual		Unrealized
Reference		(000’s		Fixed	Termination	Appreciation
Entity	Counterparty	omitted)		Rate**	Date	(Depreciation)
Malaysia	Citigroup Global Markets	$	200	2.45%	3/20/14	$	(13,932)
Philippines	Barclays Bank PLC		200	1.84	12/20/14		(593)
Philippines	Citigroup Global Markets		100	1.84	12/20/14		(297)
South Africa	Bank of America		200	1.00(1)	12/20/19		(382)
South Africa	Barclays Bank PLC		200	1.00(1)	12/20/19		(1,792)
Thailand	Barclays Bank PLC		200	0.97	9/20/19		3,302
Thailand	Citigroup Global Markets		200	0.86	12/20/14		2,208
Thailand	Citigroup Global Markets		100	0.95	9/20/19		1,815
Thailand	JPMorgan Chase Bank		100	0.87	12/20/14		1,056
Turkey	Barclays Bank PLC		540	2.12	1/20/13		(13,669)
Turkey	Citigroup Global Markets		270	2.93	9/20/19		(17,273)
						$	296,846

*	If the Portfolio is the seller of credit protection, the notional amount is the maximum potential amount of future payments the Portfolio could be required to make if a credit event, as defined in the credit default swap agreement, were to occur. At October 31,2009, such maximum potential amount for all open credit default swaps in which the Portfolio is the seller was $1,000,000.
**	The contract annual fixed rate represents the fixed rate of interest received by the Portfolio (as a seller of protection) or paid by the Portfolio (as a buyer of protection) annually on the notional amount of the credit default swap contract.
***	Current market annual fixed rates, utilized in determining the net unrealized appreciation or depreciation as of period end, serve as an indicator of the market’s perception of the current status of the payment/performance risk associated with the credit derivative. The current market annual fixed rate of a particular reference entity reflects the cost, as quoted by the pricing vendor, of selling protection against default of that entity as of period end and may include upfront payments required to be made to enter into the agreement. The higher the fixed rate, the greater the market perceived risk of a credit event involving the reference entity. A rate identified as “Defaulted” indicates a credit event has occurred for the reference entity.
(1)	Upfront payment is exchanged with the counterparty as a result of the standardized trading coupon.

Total Return Swaps
					Net
	Notional	Expiration		Portfolio	Unrealized
Counterparty	Amount	Date	Portfolio Pays	Receives	Depreciation
JPMorgan Chase Bank	$93,063	8/25/10	1-month USD- LIBOR-BBA+50bp	Total Return on JPMorgan Abu Dhabi Index	$	(3,236	)
					$	(3,236	)

Cross-Currency Swaps
	Notional	Notional
	Amount	Amount
	on Fixed	on Floating
	Rate	Rate							Net
	(Currency	(Currency	Floating	Fixed			Termination		Unrealized
Counterparty	Received)	Delivered)	Rate	Rate			Date		Depreciation
Citigroup Global Markets	TRY 99,705	$61,699	3-month USD-LIBOR-BBA		11.95	%		2/15/12	$	(14,070	)
Citigroup Global Markets	TRY 224,285	$135,274	3-month USD-LIBOR-BBA		12.10			2/15/12		(35,536	)
Citigroup Global Markets	TRY 318,742	$189,727	3-month USD-LIBOR-BBA		12.46			8/14/13		(43,384	)
Credit Suisse	TRY 166,085	$95,948	3-month USD-LIBOR-BBA		12.45			2/15/12		(30,487	)
JPMorgan Chase Bank	TRY 402,826	$271,996	3-month USD-LIBOR-BBA		11.20			5/21/14		(11,585	)
									$	(135,062	)

TRY - New Turkish Lira

The Portfolio pays interest on the currency received and receives interest on the currency delivered. At the termination date, the notional amount of the currency received will be exchanged for the notional amount of the currency delivered.

Written currency call options activity for the year ended October 31, 2009 was as follows:

	Principal
	Amount of Contracts			Premiums
	(000’s omitted)			Received
Outstanding, beginning of year		JPY  1,099,073		$	117,803
Options written		1,335,000			152,300
Options expired		(1,099,073	)		(117,803	)
Outstanding, end of year		JPY  1,335,000		$	152,300

JPY - Japanese Yen

At October 31, 2009, the Portfolio had sufficient cash and/or securities to cover commitments under these contracts.

The Portfolio adopted FASB Statement of Financial Accounting Standards No. 161 (FAS 161), “Disclosures about Derivative Instruments and Hedging Activities”, (currently FASB Accounting Standards Codification (ASC) 815-10), effective May 1, 2009. Such standard requires enhanced disclosures about an entity’s derivative and hedging activities, including qualitative disclosures about the objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of and gains and losses on derivative instruments, and disclosures

28

International Income Portfolioas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

about credit-risk related contingent features in derivative instruments. The disclosure below includes additional information as a result of implementing FAS 161.

In the normal course of pursuing its investment objectives, the Portfolio is subject to the following risks:

Credit Risk: The Portfolio may enter into credit default swap contracts to manage its credit risk, to gain exposure to a credit in which the Portfolio may otherwise invest, or to enhance return.

Equity Risk: The Portfolio may enter into total return swap agreements on a security, basket of securities or an index to enhance return, to change the duration of the overall portfolio, to hedge against fluctuations in securities prices or interest rates or as substitution for the purchase or sale of securities.

Foreign Exchange Risk: The Portfolio holds foreign currency denominated investments. The value of these investments and related receivables and payables may change due to future changes in foreign currency exchange rates. To hedge against this risk, the Portfolio may enter into forward foreign currency exchange contracts. The Portfolio may also enter into such contracts to hedge the currency risk of investments it anticipates purchasing. The Portfolio may also purchase or write currency option contracts to enhance return.

Interest Rate Risk: The Portfolio holds fixed-rate bonds. The value of these bonds may decrease if interest rates rise. To hedge against this risk, the Portfolio may enter into interest rate and cross-currency swap contracts. The Portfolio may also purchase and sell U.S. Treasury and foreign debt futures contracts to hedge against changes in interest rates.

The Portfolio enters into swap contracts and forward foreign currency exchange contracts that may contain provisions whereby the counterparty may terminate the contract under certain conditions, including but not limited to a decline in the Portfolio’s net assets below a certain level over a certain period of time, which would trigger a payment by the Portfolio for those derivatives in a liability position. At October 31, 2009, the fair value of derivatives with credit-related contingent features in a net liability position was $202,757.

The non-exchange traded derivatives in which the Portfolio invests, including swap contracts, over-the-counter options and forward foreign currency exchange contracts, are subject to the risk that the counterparty to the contract fails to perform its obligations under the contract. The Portfolio is not subject to counterparty credit risk with respect to its written options as the Portfolio, not the counterparty, is obligated to perform under such derivatives. At October 31, 2009, the maximum amount of loss the Portfolio would incur due to counterparty risk was

$957,166, representing the fair value of such derivatives in an asset position. Such amount would be increased by any unamortized upfront payments made by the Portfolio. To mitigate this risk, the Portfolio has entered into master netting agreements with substantially all its derivative counterparties, which allows it and a counterparty to aggregate amounts owed by each of them for derivative transactions under the agreement into a single net amount payable by either the Portfolio or the counterparty. At October 31, 2009, the maximum amount of loss the Portfolio would incur due to counterparty risk would be reduced by approximately $155,689 due to master netting agreements. Counterparties may be required to pledge collateral in the form of cash, U.S. Government securities or highly-rated bonds for the benefit of the Portfolio if the net amount due from the counterparty with respect to a derivative contract exceeds a certain threshold. The amount of collateral posted by the counterparties with respect to such contracts would also reduce the amount of any loss incurred.

The fair value of derivative instruments (not considered to be hedging instruments for accounting disclosure purposes) by risk exposure at October 31, 2009 was as follows:

	Fair Value
Statement of Assets and							Foreign			Interest
Liabilities Caption	Credit			Equity			Exchange			Rate
Net unrealized appreciation	$	—		$	—		$	—		$	37,059	*
Receivable for open and closed forward foreign currency exchange contracts		—			—			571,340			—
Receivable for open swap contracts		385,826			—			—			—
Total Asset Derivatives	$	385,826		$	—		$	571,340		$	37,059
Written options outstanding, at value	$	—		$	—		$	(68,963	)	$	—
Net unrealized appreciation		—			—			—			(55,462	)*
Payable for open and closed forward foreign currency exchange contracts		—			—			(120,258	)		—
Payable for open swap contracts		(122,073	)		(3,236	)		—			(143,717	)
Total Liability Derivatives	$	(122,073	)	$	(3,236	)	$	(189,221	)	$	(199,179	)

* Amount represents cumulative unrealized appreciation or (depreciation) on futures contracts in the Futures Contracts table above. Only the current day’s variation margin on open futures contracts is reported within the Statement of Assets and Liabilities as Receivable or Payable for variation margin, as applicable.

The effect of derivative instruments (not considered to be hedging instruments for accounting disclosure purposes) by risk exposure for the six months ended October 31, 2009 was as follows:

29

International Income Portfolioas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

					Foreign			Interest
Statement of Operations Caption	Credit		Equity		Exchange			Rate
Net realized gain (loss) —
Financial futures contracts	$	—	$	—	$	—		$	(125,975	)
Written options		—		—		0			—
Swap contracts		8,513		19,897		—			(2,200	)
Foreign currency and forward foreign currency exchange contract transactions		—		—		2,738,365			—
Total	$	8,513	$	19,897	$	2,738,365		$	(128,175	)
Change in unrealized appreciation (depreciation) —
Investments	$	—	$	—	$	(95,275	)	$	—
Financial futures contracts		—		—		—			(46,621	)
Written options		—		—		89,288			—
Swap contracts		44,115		2,013		—			(94,252	)
Foreign currency and forward foreign currency exchange contracts		—		—		693,433			—
Total	$	44,115	$	2,013	$	687,446		$	(140,873	)

The average notional amounts of futures contracts, forward foreign currency exchange contracts and swap contracts outstanding during the six months ended October 31, 2009, which are indicative of the volume of these derivative types, were approximately $11,163,000, $43,020,000 and $8,752,000, respectively.

The average principal amount of purchased option contracts outstanding during the six months ended October 31, 2009 was approximately $9,695,000.

6Line of Credit

The Portfolio participates with other portfolios and funds managed by EVM and its affiliates in a $450 million unsecured line of credit agreement with a group of banks. Borrowings are made by the Portfolio solely to facilitate the handling of unusual and/or unanticipated short-term cash requirements. Interest is charged to the Portfolio based on its borrowings at an amount above either the Eurodollar rate or Federal Funds rate. In addition, a fee computed at an annual rate of 0.10% on the daily unused portion of the line of credit is allocated among the participating portfolios and funds at the end of each quarter. The Portfolio did not have any significant borrowings or allocated fees during the year ended October 31, 2009.

7Risks Associated with Foreign Investments

Investing in securities issued by entities whose principal business activities are outside the United States may involve significant risks not present in domestic investments. For example, there is generally less publicly

available information about foreign companies, particularly those not subject to the disclosure and reporting requirements of the U.S. securities laws. Certain foreign issuers are generally not bound by uniform accounting, auditing, and financial reporting requirements and standards of practice comparable to those applicable to domestic issuers. Investments in foreign securities also involve the risk of possible adverse changes in investment or exchange control regulations, expropriation or confiscatory taxation, limitation on the removal of funds or other assets of the Portfolio, political or financial instability or diplomatic and other developments which could affect such investments. Foreign securities markets, while growing in volume and sophistication, are generally not as developed as those in the United States, and securities of some foreign issuers (particularly those located in developing countries) may be less liquid and more volatile than securities of comparable U.S. companies. In general, there is less overall governmental supervision and regulation of foreign securities markets, broker-dealers and issuers than in the United States.

8Fair Value Measurements

The Portfolio adopted FASB Statement of Financial Accounting Standards No. 157 (FAS 157), “Fair Value Measurements”, (currently FASB ASC 820-10), effective November 1, 2008. Such standard established a three-tier hierarchy to prioritize the assumptions, referred to as inputs, used in valuation techniques to measure fair value. The three-tier hierarchy of inputs is summarized in the three broad levels listed below.

•  Level 1 – quoted prices in active markets for identical investments

•  Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

•  Level 3 – significant unobservable inputs (including a fund’s own assumptions in determining the fair value of investments)

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

At October 31, 2009, the inputs used in valuing the Portfolio’s investments, which are carried at value, were as follows:

30

International Income Portfolioas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

	Quoted
	Prices in										��
	Active			Significant
	Markets for			Other			Significant
	Identical			Observable			Unobservable
	Assets			Inputs			Inputs
Asset Description	(Level 1)			(Level 2)			(Level 3)		Total
Foreign Government Bonds	$	—		$	28,884,496		$	—	$	28,884,496
Foreign Corporate Bonds		—			168,500			—		168,500
Collateralized Mortgage Obligations		—			3,301,564			—		3,301,564
Mortgage Pass-Throughs		—			18,986,302			—		18,986,302
Currency Options Purchased		—			5,762			—		5,762
Short-Term Investments		3,503,113			11,188,538			—		14,691,651
Total Investments	$	3,503,113		$	62,535,162		$	—	$	66,038,275
Forward Foreign Currency Exchange Contracts	$	—		$	571,340		$	—	$	571,340
Swap Contracts		—			385,826			—		385,826
Futures Contracts		37,059			—			—		37,059
Total	$	3,540,172		$	63,492,328		$	—	$	67,032,500
Liability Description
Currency Options Written	$	—		$	(68,963	)	$	—	$	(68,963	)
Forward Foreign Currency Exchange Contracts		—			(120,258	)		—		(120,258	)
Swap Contracts		—			(269,026	)		—		(269,026	)
Futures Contracts		(55,462	)		—			—		(55,462	)
Total	$	(55,462	)	$	(458,247	)	$	—	$	(513,709	)

The following is a reconciliation of Level 3 assets for which significant unobservable inputs were used to determine fair value:

	Investments			Investments
	in Foreign			in Short-
	Government			Term
	Bonds			Investments			Total
Balance as of October 31, 2008	$	110,275		$	101,663		$	211,938
Realized gains (losses)		—			(15,668	)		(15,668	)
Change in net unrealized appreciation (depreciation)*		(16,379	)		4,545			(11,834	)
Net purchases (sales)		—			(90,540	)		(90,540	)
Accrued discount (premium)		(238	)		—			(238	)
Net transfers to (from) Level 3		(93,658	)		—			(93,658	)
Balance as of October 31, 2009	$	—		$	—		$	—
Change in net unrealized appreciation (depreciation) on investments still held as of October 31, 2009*	$	—		$	—		$	—

* Amount is included in the related amount on investments in the Statement of Operations.

9Review for Subsequent Events

In connection with the preparation of the financial statements of the Portfolio as of and for the year ended October 31, 2009, events and transactions subsequent to October 31, 2009 through December 28, 2009, the date the financial statements were issued, have been evaluated by the Portfolio’s management for possible adjustment and/or disclosure. Management has not identified any subsequent events requiring financial statement disclosure as of the date these financial statements were issued.

31

International Income Portfolioas of October 31, 2009

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Trustees and Investors of
International Income Portfolio:

We have audited the accompanying statement of assets and liabilities of International Income Portfolio (the “Portfolio”), including the portfolio of investments, as of October 31, 2009, 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 in the period then ended and the period from the start of business, June 27, 2007, to October 31, 2007. These financial statements and supplementary data are the responsibility of the Portfolio’s management. Our responsibility is to express an opinion on these financial statements and supplementary data based on our audits.

We conducted our audits in accordance with the 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. The Portfolio is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Portfolio’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of October 31, 2009, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and supplementary data referred to above present fairly, in all material respects, the financial position of International Income Portfolio as of October 31, 2009, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the supplementary data for each of the two years in the period then ended and the period from the start of business, June 27, 2007, to October 31, 2007, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 28, 2009

32

Eaton Vance International Income Fund
International Income Portfolio

SPECIAL MEETING OF SHAREHOLDERS (Unaudited)

Eaton Vance International Income Fund

The Fund held a joint Special Meeting of Shareholders on October 23, 2009 (adjourned from September 25, 2009) to approve an amendment to the current fundamental investment restriction regarding the purchase or sale of physical commodities and commodities contracts to provide that the Fund may invest in all types of commodities, commodities contracts and commodities related investments to the extent permitted by law. The following action was taken by the shareholders:

	Number of Shares
For	Against		Abstain
202,348		5,775		21,151

International Income Portfolio

The Portfolio held a joint Special Meeting of Interestholders on October 23, 2009 (adjourned from September 25, 2009) to approve an amendment to the current fundamental investment restriction regarding the purchase or sale of physical commodities and commodities contracts to provide that the Portfolio may invest in all types of commodities, commodities contracts and commodities related investments to the extent permitted by law. The following action was taken by the interestholders:

	Interest in the Portfolio
For	Against			Abstain
79%	��	5	%		8	%

Results are rounded to the nearest whole number.

33

Eaton Vance International Income 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 27, 2009, the Board, including a majority of the Independent Trustees, voted to approve continuation of existing advisory and sub-advisory agreements for the Eaton Vance Funds for an additional one-year period. In voting its approval, the Board relied upon the affirmative recommendation of the Contract Review Committee of the Board (formerly the Special Committee), which is a committee comprised exclusively of Independent Trustees. Prior to making its recommendation, the Contract Review Committee reviewed information furnished for a series of meetings of the Contract Review Committee held in February, March and April 2009. Such information included, among other things, the following:

Information about Fees, Performance and Expenses

•  An independent report comparing the advisory and related fees paid by each fund with fees paid by comparable funds;

•  An independent report comparing each fund’s total expense ratio and its components to comparable funds;

•  An independent report comparing the investment performance of each fund to the investment performance of comparable funds over various time periods;

•  Data regarding investment performance in comparison to relevant peer groups of funds and appropriate indices;

•  Comparative information concerning fees charged by each adviser for managing other mutual funds and institutional accounts using investment strategies and techniques similar to those used in managing the fund;

•  Profitability analyses for each adviser with respect to each fund;

Information about Portfolio Management

•  Descriptions of the investment management services provided to each fund, including the investment strategies and processes employed, and any changes in portfolio management processes and personnel;

•  Information concerning the allocation of brokerage and the benefits received by each adviser as a result of brokerage allocation, including information concerning the acquisition of research through “soft dollar” benefits received in connection with the funds’ brokerage, and the implementation of a soft dollar reimbursement program established with respect to the funds;

•  Data relating to portfolio turnover rates of each fund;

•  The procedures and processes used to determine the fair value of fund assets and actions taken to monitor and test the effectiveness of such procedures and processes;

Information about each Adviser

•  Reports detailing the financial results and condition of each adviser;

•  Descriptions of the qualifications, education and experience of the individual investment professionals whose responsibilities include portfolio management and investment research for the funds, and information relating to their compensation and responsibilities with respect to managing other mutual funds and investment accounts;

•  Copies of the Codes of Ethics of each adviser and its affiliates, together with information relating to compliance with and the administration of such codes;

•  Copies of or descriptions of each adviser’s proxy voting policies and procedures;

•  Information concerning the resources devoted to compliance efforts undertaken by each adviser and its affiliates on behalf of the funds (including descriptions of various compliance programs) and their record of compliance with investment policies and restrictions, including policies with respect to market-timing, late trading and selective portfolio disclosure, and with policies on personal securities transactions;

•  Descriptions of the business continuity and disaster recovery plans of each adviser and its affiliates;

Other Relevant Information

•  Information concerning the nature, cost and character of the administrative and other non-investment management services provided by Eaton Vance Management and its affiliates;

•  Information concerning management of the relationship with the custodian, subcustodians and fund accountants by each adviser or the funds’ administrator; and

•  The terms of each advisory agreement.

34

Eaton Vance International Income 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, 2009, the Board met eighteen times and the Contract Review Committee, the Audit Committee, the Governance Committee, the Portfolio Management Committee and the Compliance Reports and Regulatory Matters Committee, each of which is a Committee comprised solely of Independent Trustees, met seven, five, six, six and six times, respectively. At such meetings, the Trustees received, among other things, presentations by the portfolio managers and other investment professionals of each adviser relating to the investment performance of each fund and the investment strategies used in pursuing the fund’s investment objective.

For funds that invest through one or more underlying portfolios, the Board considered similar information about the portfolio(s) when considering the approval of advisory agreements. In addition, in cases where the fund’s investment adviser has engaged a sub-adviser, the Board considered similar information about the sub-adviser when considering the approval of any sub-advisory agreement.

The Contract Review Committee was assisted throughout the contract review process by Goodwin Procter LLP, legal counsel for the Independent Trustees. The members of the Contract Review Committee relied upon the advice of such counsel and their own business judgment in determining the material factors to be considered in evaluating each advisory and sub-advisory agreement and the weight to be given to each such factor. The conclusions reached with respect to each advisory and sub-advisory agreement were based on a comprehensive evaluation of all the information provided and not any single factor. Moreover, each member of the Contract Review Committee may have placed varying emphasis on particular factors in reaching conclusions with respect to each advisory and sub-advisory agreement.

Results of the Process

Based on its consideration of the foregoing, and such other information as it deemed relevant, including the factors and conclusions described below, the Contract Review Committee concluded that the continuance of the investment advisory agreement of Eaton Vance International Income Fund (the “Fund”) with Eaton Vance Management (“EVM”), as well as the terms of the investment advisory agreement of International Income Portfolio (the “Portfolio”), the portfolio in which the Fund invests, with Boston Management and Research (“BMR”), an affiliate of EVM (EVM, with respect to the Fund, and BMR, with respect to the Portfolio, are each referred to herein as the “Adviser”), including the fee structure of each agreement, is in the interests of shareholders and, therefore, the Contract Review Committee recommended to the Board approval of the agreements. 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 the investment advisory agreements for the Fund and the Portfolio.

Nature, Extent and Quality of Services

In considering whether to approve the investment advisory agreements of the Fund and the Portfolio, the Board evaluated the nature, extent and quality of services to be provided to the Fund by EVM and the Portfolio by BMR.

The Board considered EVM’s and BMR’s management capabilities and investment process with respect to the types of investments to be held by the Fund and 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 and the Fund, including recent changes to such personnel. The Board specifically noted EVM’s and BMR’s expertise with respect to global markets and in-house research capabilities. The Board also took into account the resources dedicated to portfolio management and other services, including the compensation paid to recruit and retain investment personnel, and the time and attention devoted to the Fund and Portfolio in the complex by senior management.

The Board noted that under the terms of the investment advisory agreement of the Fund, EVM may invest assets of the Fund directly in securities, for which it may receive a fee, or in the Portfolio, for which it receives no separate fee but for which BMR receives an advisory fee from the Portfolio. The Trustees considered the potential benefits to the Fund of the ability to make direct investments, such as an improved ability to: manage the Fund’s duration, or other general market exposures, using certain derivatives; add exposure to specific market sectors or asset classes without changing the Portfolio’s investments, which would affect any other fund investing in the Portfolio; hedge some of the general market risks of the Portfolio while retaining the value added by the individual manager; and hedge a portion of the exposures of the Portfolio while retaining others (e.g., hedging the U.S. government exposure of the Portfolio while retaining its exposure to high-grade corporate bonds).

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

35

Eaton Vance International Income Fund

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

holdings, late trading, frequent trading, portfolio valuation, business continuity and the allocation of investment opportunities. The Board also evaluated the responses of the Adviser and its affiliates to requests from regulatory authorities such as the Securities and Exchange Commission and the Financial Industry Regulatory Authority.

The Board considered shareholder and other administrative services provided or managed by EVM and its affiliates, including transfer agency and accounting services. The Board evaluated the benefits to shareholders of investing in a fund that is a part of a large family of funds, including the ability, in many cases, to exchange an investment among different funds without incurring additional sales charges.

The Board considered the Adviser’s recommendations for Board action and other steps taken in response to the unprecedented dislocations experienced in the capital markets over recent periods, including sustained periods of high volatility, credit disruption and government intervention. In particular, the Board considered the Adviser’s efforts and expertise with respect to each of the following matters as they relate to the Fund and/or other funds within the Eaton Vance family of funds: (i) negotiating and maintaining the availability of bank loan facilities and other sources of credit used for investment purposes or to satisfy liquidity needs; (ii) establishing the fair value of securities and other instruments held in investment portfolios during periods of market volatility and issuer-specific disruptions; and (iii) the ongoing monitoring of investment management processes and risk controls.

After consideration of the foregoing factors, among others, the Board concluded that the nature, extent and quality of services provided by the Adviser, taken as a whole, are appropriate and consistent with the terms of the investment advisory agreements.

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-year period ended September 30, 2008 for the Fund. The Board concluded that the performance of the Fund was satisfactory.

Management Fees and Expenses

The Board reviewed contractual investment advisory fee rates to be paid by the Fund directly or indirectly through its pro rata share of the expenses of the Portfolio (referred to as “management fees”). As part of its review, the Board considered the Fund’s management fees and the Fund’s total expense ratio for the year ended September 30, 2008, as compared to a group of similarly managed funds selected by an independent data provider. The Board considered the fact that the Adviser had waived fees and/or paid expenses for the Fund.

After reviewing the foregoing information, and in light of the nature, extent and quality of the services provided by the Adviser, the Board concluded that the management fees proposed to be charged for advisory and related services and the Fund’s total expense ratio are reasonable.

Profitability

The Board reviewed the level of profits realized by the Adviser and relevant affiliates thereof in providing investment advisory and administrative services to the Portfolio, the Fund and all Eaton Vance Funds as a group. The Board considered the level of profits realized without regard to revenue sharing or other payments by the Adviser and its affiliates to third parties in respect of distribution services. The Board also considered other direct or indirect benefits received by the Adviser and its affiliates in connection with its relationship with the Portfolio and the Fund.

The Board concluded that, in light of the foregoing factors and the nature, extent and quality of the services rendered, the profits realized by the Adviser and its affiliates are reasonable.

Economies of Scale

In reviewing management fees and profitability, the Board also considered the extent to which the Adviser and its affiliates, on the one hand, and the Fund and the Portfolio, on the other hand, can expect to realize benefits from economies of scale as the assets of the Fund and the Portfolios 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. The Board noted the structure of the advisory fee, which includes breakpoints at several asset levels both at the Fund and at the Portfolio level. Based upon the foregoing, the Board concluded that the Adviser and its affiliates and the Fund and the Portfolio can be expected to share such benefits equitably.

36

Eaton Vance International Income Fund

MANAGEMENT AND ORGANIZATION

Fund Management. The Trustees of Eaton Vance Mutual Funds Trust (the Trust) and International Income 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 Two International Place, Boston, Massachusetts 02110. 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, “Parametric” refers to Parametric Portfolio Associates LLC and “EVD” refers to Eaton Vance Distributors, Inc. EVC and EV are the corporate parent and trustee, respectively, of EVM and BMR. EVD is the Fund’s principal underwriter, the Portfolio’s placement agent and a wholly-owned subsidiary of EVC. Each officer affiliated with Eaton Vance may hold a position with other Eaton Vance affiliates that is comparable to his or her position with EVM listed below.

	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
Thomas E. Faust Jr. 5/31/58	Trustee and President of the Trust	Trustee since 2007 and President of the Trust since 2002	Chairman, Chief Executive Officer and President of EVC, Director and President of EV, Chief Executive Officer and President of EVM and BMR, and Director of EVD. Trustee and/or officer of 176 registered investment companies and 4 private investment companies managed by EVM or BMR. Mr. Faust is an interested person because of his positions with EVM, BMR, EVD, EVC and EV, which are affiliates of the Trust and Portfolio.		176	Director of EVC
Noninterested Trustees
Benjamin C. Esty 1/2/63	Trustee	Of the Trust since 2005 and of the Portfolio since 2007	Roy and Elizabeth Simmons Professor of Business Administration and Finance Unit Head, Harvard University Graduate School of Business Administration.		176	None
Allen R. Freedman 4/3/40	Trustee	Since 2007	Former Chairman (2002-2004) and a Director (1983-2004) of Systems & Computer Technology Corp. (provider of software to higher education). Formerly, a Director of Loring Ward International (fund distributor) (2005-2007). Formerly, Chairman and a Director of Indus International, Inc. (provider of enterprise management software to the power generating industry) (2005-2007).		176	Director of Assurant, Inc. (insurance provider) and Stonemor Partners, L.P. (owner and operator of cemeteries)
William H. Park 9/19/47	Trustee	Of the Trust since 2003 and of the Portfolio since 2007	Vice Chairman, Commercial Industrial Finance Corp. (specialty finance company) (since 2006). Formerly, President and Chief Executive Officer, Prizm Capital Management, LLC (investment management firm) (2002-2005).		176	None
Ronald A. Pearlman 7/10/40	Trustee	Of the Trust since 2003 and of the Portfolio since 2007	Professor of Law, Georgetown University Law Center.		176	None
Helen Frame Peters 3/22/48	Trustee	Since 2008	Professor of Finance, Carroll School of Management, Boston College. Adjunct Professor of Finance, Peking University, Beijing, China (since 2005).		176	Director of BJ’s Wholesale Club, Inc. (wholesale club retailer)
Heidi L. Steiger 7/8/53	Trustee	Since 2007	Managing Partner, Topridge Associates LLC (global wealth management firm) (since 2008); Senior Advisor (since 2008), President (2005-2008), Lowenhaupt Global Advisors, LLC (global wealth management firm). Formerly, President and Contributing Editor, Worth Magazine (2004- 2005). Formerly, Executive Vice President and Global Head of Private Asset Management (and various other positions), Neuberger Berman (investment firm) (1986-2004).		176	Director of Nuclear Electric Insurance Ltd. (nuclear insurance provider), Aviva USA (insurance provider) and CIFG (family of financial guaranty companies) and Advisory Director of Berkshire Capital Securities LLC (private investment banking firm)

37

Eaton Vance International Income Fund

MANAGEMENT AND ORGANIZATION CONT’D

	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
Noninterested Trustees (continued)
Lynn A. Stout 9/14/57	Trustee	Of the Trust since 1998 and of the Portfolio since 2007	Paul Hastings Professor of Corporate and Securities Law (since 2006) and Professor of Law (2001-2006), University of California at Los Angeles School of Law.		176	None
Ralph F. Verni 1/26/43	Chairman of the Board and Trustee	Chairman of the Board and Trustee of the Portfolio since 2007 and Trustee of the Trust since 2005	Consultant and private investor.		176	None

Principal Officers who are not Trustees

	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
William H. Ahern, Jr. 7/28/59	Vice President of the Trust	Since 1995	Vice President of EVM and BMR. Officer of 76 registered investment companies managed by EVM or BMR.
John R. Baur 2/10/70	Vice President	Of the Trust since 2008 and of the Portfolio since 2007	Vice President of EVM and BMR. Previously, attended Johnson Graduate School of Management, Cornell University (2002-2005), and prior thereto he was an Account Team Representative in Singapore for Applied Materials, Inc. Officer of 35 registered investment companies managed by EVM or BMR.
Michael A. Cirami 12/24/75	Vice President	Of the Trust since 2008 and of the Portfolio since 2007	Vice President of EVM and BMR. Officer of 35 registered investment companies managed by EVM or BMR.
Cynthia J. Clemson 3/2/63	Vice President of the Trust	Since 2005	Vice President of EVM and BMR. Officer of 92 registered investment companies managed by EVM or BMR.
Charles B. Gaffney 12/4/72	Vice President of the Trust	Since 2007	Director of Equity Research and a Vice President of EVM and BMR. Officer of 32 registered investment companies managed by EVM or BMR.
Christine M. Johnston 11/9/72	Vice President	Since 2007	Vice President of EVM and BMR. Officer of 37 registered investment companies managed by EVM or BMR.
Aamer Khan 6/7/60	Vice President of the Trust	Since 2005	Vice President of EVM and BMR. Officer of 35 registered investment companies managed by EVM or BMR.
Thomas H. Luster 4/8/62	Vice President of the Trust	Since 2006	Vice President of EVM and BMR. Officer of 54 registered investment companies managed by EVM or BMR.
Robert B. MacIntosh 1/22/57	Vice President of the Trust	Since 1998	Vice President of EVM and BMR. Officer of 91 registered investment companies managed by EVM or BMR.
Jeffrey A. Rawlins 10/6/61	Vice President of the Trust	Since 2009	Vice President of EVM and BMR. Previously, a Managing Director of the Fixed Income Group at State Street Research and Management (1989-2005). Officer of 31 registered investment companies managed by EVM or BMR.
Duncan W. Richardson 10/26/57	Vice President of the Trust	Since 2001	Director of EVC and Executive Vice President and Chief Equity Investment Officer of EVC, EVM and BMR. Officer of 82 registered investment companies managed by EVM or BMR.
Judith A. Saryan 8/21/54	Vice President of the Trust	Since 2003	Vice President of EVM and BMR. Officer of 51 registered investment companies managed by EVM or BMR.

38

Eaton Vance International Income Fund

MANAGEMENT AND ORGANIZATION CONT’D

	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
Principal Officers who are not Trustees (continued)
Susan Schiff 3/13/61	Vice President	Of the Trust since 2002 and of the Portfolio since 2007	Vice President of EVM and BMR. Officer of 37 registered investment companies managed by EVM or BMR.
Thomas Seto 9/27/62	Vice President of the Trust	Since 2007	Vice President and Director of Portfolio Management of Parametric. Officer of 32 registered investment companies managed by EVM or BMR.
David M. Stein 5/4/51	Vice President of the Trust	Since 2007	Managing Director and Chief Investment Officer of Parametric. Officer of 32 registered investment companies managed by EVM or BMR.
Dan R. Strelow 5/27/59	Vice President of the Trust	Since 2009	Vice President of EVM and BMR since 2005. Previously, a Managing Director (since 1988) and Chief Investment Officer (since 2001) of the Fixed Income Group at State Street Research and Management. Officer of 31 registered investment companies managed by EVM or BMR.
Mark S. Venezia 5/23/49	Vice President of the Trust and President of the Portfolio	Since 2007	Vice President of EVM and BMR. Officer of 38 registered investment companies managed by EVM or BMR.
Adam A. Weigold 3/22/75	Vice President of the Trust	Since 2007	Vice President of EVM and BMR. Officer of 69 registered investment companies managed by EVM or BMR.
Barbara E. Campbell 6/19/57	Treasurer	Treasurer of the Trust since 2005 and of the Portfolio since 2008	Vice President of EVM and BMR. Officer of 176 registered investment companies managed by EVM or BMR.
Maureen A. Gemma 5/24/60	Secretary and Chief Legal Officer	Secretary since 2007 and Chief Legal Officer since 2008	Vice President of EVM and BMR. Officer of 176 registered investment companies managed by EVM or BMR.
Paul M. O’Neil 7/11/53	Chief Compliance Officer	Chief Compliance Officer of the Trust since 2004 and of the Portfolio since 2007	Vice President of EVM and BMR. Officer of 176 registered investment companies managed by EVM or BMR.

(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 on Eaton Vance’s website at eatonvance.com or by calling 1-800-262-1122.

39

This Page Intentionally Left Blank

Investment Adviser of

International Income Portfolio

Boston Management and Research

Two International Place

Boston, MA 02110

Investment Adviser and Administrator of

Eaton Vance International Income Fund

Eaton Vance Management

Two International Place

Boston, MA 02110

Principal Underwriter*

Eaton Vance Distributors, Inc.

Two International Place

Boston, MA 02110

(617) 482-8260

Custodian

State Street Bank and Trust Company

200 Clarendon Street

Boston, MA 02116

Transfer Agent

PNC Global Investment Servicing

Attn: Eaton Vance Funds

P.O. Box 9653

Providence, RI 02940-9653

(800) 262-1122

Independent Registered Public Accounting Firm

Deloitte & Touche LLP

200 Berkeley Street

Boston, MA 02116-5022

Eaton Vance International Income Fund

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.

3042-12/09 INTLISRC

IMPORTANT NOTICES REGARDING PRIVACY,
DELIVERY OF SHAREHOLDER DOCUMENTS,
PORTFOLIO HOLDINGS AND PROXY VOTING

Privacy. The Eaton Vance organization is committed to ensuring your financial privacy. Each of the financial institutions identified below has in effect the following policy (“Privacy Policy”) with respect to nonpublic personal information about its customers:

•  Only such information received from you, through application forms or otherwise, and information about your Eaton Vance fund transactions will be collected. This may include information such as name, address, social security number, tax status, account balances and transactions.

•  None of such information about you (or former customers) will be disclosed to anyone, except as permitted by law (which includes disclosure to employees necessary to service your account). In the normal course of servicing a customer’s account, Eaton Vance may share information with unaffiliated third parties that perform various required services such as transfer agents, custodians and broker/dealers.

•  Policies and procedures (including physical, electronic and procedural safeguards) are in place that are designed to protect the confidentiality of such information.

•  We reserve the right to change our Privacy Policy at any time upon proper notification to you. Customers may want to review our Privacy Policy periodically for changes by accessing the link on our homepage: www.eatonvance.com.

Our pledge of privacy applies to the following entities within the Eaton Vance organization: the Eaton Vance Family of Funds, Eaton Vance Management, Eaton Vance Investment Counsel, Boston Management and Research, and Eaton Vance Distributors, Inc.

In addition, our Privacy Policy applies only to those Eaton Vance customers who are individuals and who have a direct relationship with us. If a customer’s account (i.e., fund shares) is held in the name of a third-party financial adviser/broker-dealer, it is likely that only such adviser’s privacy policies apply to the customer. This notice supersedes all previously issued privacy disclosures.

For more information about Eaton Vance’s Privacy Policy, please call 1-800-262-1122.

Delivery of Shareholder Documents. The Securities and Exchange Commission (the “SEC”) permits funds to deliver only one copy of shareholder documents, including prospectuses, proxy statements and shareholder reports, to fund investors with multiple accounts at the same residential or post office box address. This practice is often called “householding” and it helps eliminate duplicate mailings to shareholders.

Eaton Vance, or your financial adviser, may household the mailing of your documents indefinitely unless you instruct Eaton Vance, or your financial adviser, otherwise.

If you would prefer that your Eaton Vance documents not be householded, please contact Eaton Vance at 1-800-262-1122, or contact your financial adviser.

Your instructions that householding not apply to delivery of your Eaton Vance documents will be effective within 30 days of receipt by Eaton Vance or your financial adviser.

Portfolio Holdings. Each Eaton Vance Fund and its underlying Portfolio(s) (if applicable) will file a schedule of portfolio holdings on Form N-Q with the SEC for the first and third quarters of each fiscal year. The Form N-Q will be available on the Eaton Vance website at www.eatonvance.com, by calling Eaton Vance at 1-800-262-1122 or in the EDGAR database on the SEC’s website at www.sec.gov. Form N-Q may also be reviewed and copied at the SEC’s public reference room in Washington, D.C. (call 1-800-732-0330 for information on the operation of the public reference room).

Proxy Voting. From time to time, funds are required to vote proxies related to the securities held by the funds. The Eaton Vance Funds or their underlying Portfolios (if applicable) vote proxies according to a set of policies and procedures approved by the Funds’ and Portfolios’ Boards. You may obtain a description of these policies and procedures and information on how the Funds or Portfolios voted proxies relating to portfolio securities during the most recent 12 month period ended June 30, without charge, upon request, by calling 1-800-262-1122. This description is also available on the SEC’s website at www.sec.gov.

Eaton Vance Low Duration Fund as of October 31, 2009
MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE

Susan Schiff, CFA
Portfolio Manager

Economic and Market Conditions

• The year ending October 31, 2009, began on a weak note of deep economic downturn and volatile credit markets. However, the markets and economy showed some positive signs of stabilization as they turned to the 2009 calendar year. Despite significantly negative growth in the fourth quarter of 2008 and the first quarter of 2009, second quarter gross domestic product (GDP) fell just 0.7%. The preliminary numbers for the third quarter of 2009 point to positive annualized GDP growth of 2.8%.

• Throughout the Fund’s fiscal year ending October 31, 2009, the Federal Reserve (the Fed) maintained policy rates between 0% and 0.25%. At its most recent meeting, the Fed identified the high unemployment rate and low capacity utilization rates as indicators of excess or spare capacity in the economy, creating the ability to grow above trend for some time without threatening the outlook for inflation. Although yields have been relatively constant in the long end of the yield curve during the Fund’s fiscal year, yields in the rest of the yield curve have fallen by 50-90 basis points over the period.

• Many of the government’s programs aimed at bolstering the economy came into full swing during the period. Some of these programs have been specifically directed at freeing up capital and providing access to credit. Other programs have more specifically targeted helping existing homeowners avoid foreclosure and maintaining affordability for new homeowners. One of the most significant steps taken was the Fed’s purchase of mortgage-backed securities (MBS) in the secondary market. This program started in January 2009 and was designed to sustain lower mortgage rates. By the end of October 2009, the Fed purchased just under $1 trillion in U.S. Government Agency MBS. The Fed expects to purchase a total of $1.25 trillion in MBS by the end of March 2010.

• The bank loan market experienced unprecedented volatility in the early months of the period but staged a remarkable turnaround beginning in January 2009. In the first two months of the period, there was little doubt that a recession would bring higher default rates; but it was difficult to reconcile bank loan prices with market fundamentals. By the turn of the new year, however, the markets began to rebound as credit spreads tightened from record levels and investors returned to the credit markets.

• As the economy has stabilized, so too have the credit markets. Although the beginning of the fiscal period was marked by widening credit spreads throughout the fixed-income markets, there was a tightening of spreads for the better part of calendar 2009.

Past performance is no guarantee of future results. Returns are historical and are calculated by determining the percentage change in net asset value or offering price (as applicable) with all distributions reinvested. Investment return and principal value will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Performance is for the stated time period only; due to market volatility, the Fund’s current performance may be lower or higher than the quoted return. For performance as of the most recent month end, please refer to www.eatonvance.com.

Fund shares are not insured by the FDIC and are not deposits or other obligations of, or guaranteed by, any depository institution. Shares are subject to investment risks, including possible loss of principal invested.

Management Discussion

• The Fund¹ seeks total return, an objective it pursues primarily through investments in securities issued by the U.S. government (or its agencies and instrumentalities) and at least 90% of the Fund’s net assets are invested in investment-grade securities.

• During the year ending October 31, 2009, the Fund outperformed the BofA Merrill Lynch 1-3 Year Treasury Index and the average return of the Lipper

Total Return Performance
10/31/08 – 10/31/09
Class A2	9.57	%
Class B2	8.71
Class C2	8.89
Class I2	4.34	*
BofA Merrill Lynch 1-3 Year U.S. Treasury Index3	2.73
Lipper Short U.S. Government Funds Average3	5.63

*	Performance is cumulative since share class inception on 5/4/09.
See page 3 for more performance information.
1	The Fund pursues its objective by investing in one or more registered investment companies (each a “Portfolio”) that are managed by Eaton Vance Management or its affiliates. The Fund currently invests in Investment Portfolio, Government Obligations Portfolio and Floating Rate Portfolio (collectively, the “Portfolios”). Effective November 16, 2009, the Fund may invest in Multi-Sector Portfolio. References to investments are to the Portfolios’ holdings.
2	These returns do not include the 2.25% maximum sales charge for the Fund’s Class A shares or the applicable contingent deferred sales charges (CDSC) for Class B shares and Class C shares. Class I shares are offered to certain investors at net asset value (NAV). If sales charges were deducted, the returns would be lower. Absent a fee waiver and expense reimbursement by the investment adviser and administrator, the returns would be lower.
3	It is not possible to invest directly in an Index or Lipper Classification. The Index’s total return does not reflect expenses that would have been incurred if an investor individually purchased or sold the securities represented in the Index. The Lipper average is the average total return, at net asset value, of the funds that are in the same Lipper Classification as the Fund.

1

Eaton Vance Low Duration Fund as of October 31, 2009
MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE

	Short U.S. Government Funds Classification. The Fund’s outperformance was primarily the result of an approximate 10% allocation to bank loans in Floating Rate Portfolio and a substantial tightening in the yield spreads between MBS and Treasuries. In the seasoned MBS market on which the Fund focuses, this spread tightened by more than 140 basis points during the fiscal year. Principal prepayment rates on the Fund’s seasoned MBS were relatively stable for the entire period—paying consistently at an annualized rate in the low teens.
•	Bank loan performance, as measured by the S&P/LSTA Leveraged Loan Index (the Index) returned 46.90% for the first 10 months of 2009, the highest 10-month performance in the history of the asset class. For the fiscal year, this Index returned 30.44%. Performance was driven by a combination of technical factors, which improved the market’s demand and supply picture. On the supply side, limited new loan issuance and a contraction of the existing supply through loan repayments reduced the available universe of purchasable loans. Matched with little selling activity and modest but steady inflows, loan prices improved significantly.
•	The Fund’s investment emphasis remained on seasoned, U.S. Government Agency MBS (seasoned MBS) during the entire period. Typically, seasoned MBS were originated in the 1980s and 1990s. As a result, they have generally lower loan-to-home value ratios, meaning that these homeowners have more equity in their homes than the average borrower. In addition, these loans are guaranteed by government agencies. Within the seasoned MBS market, the Fund focused on seasoned adjustable-rate mortages (seasoned ARMs). Toward the end of the period, the Fund added exposure to U.S. Government Agency for International Development (AID) bonds and U.S. Government Agency debentures. Both of these additions were made because of management’s belief that these areas represented relative value within the Fund’s allowable markets. The Fund had no direct exposure to the subprime lending market or to nonagency MBS during the period.
•	As the economy has slowly shown signs of stabilization and positive growth, the Fund shortened its duration from 1.91 years at the beginning of the 12-month period to 1.51 years as of October 31, 2009. Duration indicates price sensitivity to changes in interest rates of a fixed-income security or portfolio based on the timing of anticipated principal and interest payments. A shorter duration instrument normally has less exposure to interest-rate risk than a longer duration instrument.

Portfolio Composition

Diversification by Sectors²
By total investments

² The Diversification by Sectors breakdown reflects the Fund’s investments in Investment Portfolio, Government Obligations Portfolio and Floating Rate Portfolio as of 10/31/09. Sectors are shown as a percentage of the Fund’s total investments in the Portfolios.

The views expressed throughout this report are those of the portfolio manager and are current only through the end of the period of the report as stated on the cover. These views are subject to change at any time based upon market or other conditions, and the investment adviser disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a fund are based on many factors, may not be relied on as an indication of trading intent on behalf of any Eaton Vance fund. Portfolio information may not be representative of the Portfolios’ current or future investments and may change due to active management.

2

Eaton Vance Low Duration Fund as of October 31, 2009
FUND PERFORMANCE

The line graph and table set forth below provide information about the Fund’s performance. The line graph compares the performance of Class A of the Fund with that of the BofA Merrill Lynch 1-3 Year Treasury Index, an unmanaged market index of short-term U.S. Treasury securities and the Lipper Short U.S. Government Funds Classification. The lines on the graph represent the total returns of a hypothetical investment of $10,000 in each of Class A, the BofA Merrill Lynch 1-3 Year Treasury Index and the Lipper Short U.S. Government Funds Classification. Class A total returns are presented at net asset value and maximum public offering price. The table includes the total returns of each Class of the Fund at net asset value and maximum public offering price. The performance presented below does not reflect the deduction of taxes, if any, that a shareholder would pay on distributions or redemptions of Fund shares.

Performance1	Class A			Class B			Class C			Class I
Class Share Symbol	EALDX			EBLDX			ECLDX			EILDX
Average Annual Total Returns (at net asset value)
One year		9.57	%		8.71	%		8.89	%		N.A.
Five years		4.33			3.55			3.71			N.A.
Life of Fund†		3.31			2.54			2.70			4.34	%††
SEC Average Annual Total Returns (including sales charge or applicable CDSC)
One year		7.12	%		5.71	%		7.89	%		N.A.
Five years		3.85			3.55			3.71			N.A.
Life of Fund†		2.98			2.54			2.70			4.34	%††

†	Inception Dates – Class A: 9/30/02; Class B: 9/30/02; Class C: 9/30/02; Class I: 5/4/09
††	Returns are cumulative since inception of share class.

¹ Average Annual Total Returns do not include the 2.25% maximum sales charge for Class A shares or the applicable contingent deferred sales charges (CDSC) for Class B and Class C shares. If sales charges were deducted, the returns would be lower. Absent a fee waiver and expense reimbursement by the investment adviser and administrator, the returns would be lower. SEC Average Annual Total Returns for Class A reflect the maximum 2.25% sales charge. SEC Average Annual Total Returns for Class B reflect applicable CDSC based on the following schedule: 3% — 1st year; 2.5% — 2nd year; 2.0% — 3rd year; 1% — 4th year. SEC returns for Class C reflect a 1% CDSC for the first year. Class I shares are offered to certain investors at NAV.

Total Annual
Operating Expenses2	Class A			Class B			Class C			Class I
Gross Expense Ratio		1.30	%		2.05	%		1.90	%		1.05	%
Net Expense Ratio		1.00			1.75			1.60			0.75

² Source: Prospectus dated 3/1/09, as supplemented on 5/4/09. The net expense ratio reflects a contractual expense reimbursement that continues through 4/30/10. Thereafter, the expense reimbursement may be changed or terminated at any time. Without this expense reimbursement, expenses would be higher.

Past performance is no guarantee of future results. Returns are historical and are calculated by determining the percentage change in net asset value or offering price (as applicable) with all distributions reinvested. Investment return and principal value will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Performance is for the stated time period only; due to market volatility, the Fund’s current performance may be lower or higher than the quoted return. For performance as of the most recent month end, please refer to www.eatonvance.com.

*

Source: Lipper Inc. Class A of the Fund commenced operations on 9/30/02.

A $10,000 hypothetical investment at net asset value in Class B and Class C shares on 9/30/02 (commencement of operations) and Class I shares on 5/4/09 (commencement of operations) would have been valued at $11,945, $12,078 and $10,434, respectively, on 10/31/09. It is not possible to invest directly in an Index or Lipper Classification. The Index’s total return does not reflect the expenses that would have been incurred if an investor individually purchased or sold the securities represented in the Index. The Lipper total return is the average total return, at NAV, of the funds that are in the same Lipper Classification as the Fund.

3

Eaton Vance Low Duration Fundas of October 31, 2009

FUND EXPENSES

Example: As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchases and redemption fees (if applicable); and (2) ongoing costs, including management fees; distribution or service fees; and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 2009 – October 31, 2009).

Actual Expenses: The first section of the table below provides information about actual account values and actual expenses. You may use the information in this section, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first section under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes: The second section of the table below provides information about hypothetical account values and hypothetical expenses based on the actual Fund expense ratio and an assumed rate of return of 5% per year (before expenses), which is not the actual return of the Fund. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in your Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads) or redemption fees (if applicable). Therefore, the second section of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would be higher.

Eaton Vance Low Duration Fund

	Beginning Account Value		Ending Account Value		Expenses Paid During Period
	(5/1/09)		(10/31/09)		(5/1/09 – 10/31/09)
Actual*
Class A		$1,000.00		$1,043.60		$5.15	***
Class B		$1,000.00		$1,039.70		$9.00	***
Class C		$1,000.00		$1,040.50		$8.23	***
Class I		$1,000.00		$1,043.40		$3.86	***
Hypothetical**
(5% return per year before expenses)
Class A		$1,000.00		$1,020.20		$5.09	***
Class B		$1,000.00		$1,016.40		$8.89	***
Class C		$1,000.00		$1,017.10		$8.13	***
Class I		$1,000.00		$1,021.40		$3.82	***

*	Class I had not commenced operations as of May 1, 2009. Actual expenses are equal to the Fund’s annualized expense ratio of 1.00% for Class A shares, 1.75% for Class B shares, 1.60% for Class C shares and 0.75% for Class I shares, multiplied by the average account value over the period, multiplied by 184/365 for Class A, Class B and Class C (to reflect the one-half year period) and by 181/365 for Class I (to reflect the period from commencement of operations on May 4, 2009 to October 31, 2009). The Example assumes that the $1,000 was invested at the net asset value per share determined at the close of business on April 30, 2009 (May 1, 2009 for Class I). This Example reflects the expenses of both the Fund and the Portfolios.
**	Hypothetical expenses are equal to the Fund’s annualized expense ratio of 1.00% for Class A shares, 1.75% for Class B shares, 1.60% for Class C shares and 0.75% for Class I shares, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period). The Example assumes that the $1,000 was invested at the net asset value per share determined at the close of business on April 30, 2009 (May 1, 2009 for Class I). This Example reflects the expenses of both the Fund and the Portfolios.
***	Absent a fee waiver and expense reimbursement by affiliate, the expenses would be higher.

4

Eaton Vance Low Duration Fundas of October 31, 2009

FINANCIAL STATEMENTS

Statement of Assets and Liabilities

As of October 31, 2009
Assets
Investment in Investment Portfolio, at value (indentified cost, $303,875,904)	$	308,962,899
Investment in Floating Rate Portfolio, at value (identified cost, $29,834,327)		32,316,735
Investment in Government Obligations Portfolio, at value (identified cost, $30,309,160)		31,161,269
Receivable for Fund shares sold		6,995,463
Receivable from affiliate		36,265
Total assets	$	379,472,631
Liabilities
Payable for Fund shares redeemed	$	1,287,570
Distributions payable		210,410
Payable to affiliates:
Distribution and service fees		126,635
Trustees’ fees		40
Accrued expenses		109,107
Total liabilities	$	1,733,762
Net Assets	$	377,738,869
Sources of Net Assets
Paid-in capital	$	380,320,604
Accumulated net realized loss from Portfolios		(10,785,220	)
Accumulated distributions in excess of net investment income		(218,027	)
Net unrealized appreciation from Portfolios		8,421,512
Net Assets	$	377,738,869
Class A Shares
Net Assets	$	254,074,387
Shares Outstanding		27,745,492
Net Asset Value and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	9.16
Maximum Offering Price Per Share
(100 ¸ 97.75 of net asset value per share)	$	9.37
Class B Shares
Net Assets	$	8,338,432
Shares Outstanding		909,477
Net Asset Value and Offering Price Per Share*
(net assets ¸ shares of beneficial interest outstanding)	$	9.17
Class C Shares
Net Assets	$	100,969,620
Shares Outstanding		11,015,602
Net Asset Value and Offering Price Per Share*
(net assets ¸ shares of beneficial interest outstanding)	$	9.17
Class I Shares
Net Assets	$	14,356,430
Shares Outstanding		1,569,084
Net Asset Value, Offering Price and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	9.15

On sales of $100,000 or more, the offering price of Class A shares is reduced.

*  Redemption price per share is equal to the net asset value less any applicable contingent deferred sales charge.

Statement of Operations

For the Year Ended
October 31, 2009
Investment Income
Interest and dividends allocated from Portfolios	$	8,429,662
Expenses allocated from Portfolios		(1,261,214	)
Total investment income from Portfolios	$	7,168,448
Expenses
Distribution and service fees
Class A	$	360,883
Class B		78,652
Class C		486,010
Trustees’ fees and expenses		500
Custodian fee		42,857
Transfer and dividend disbursing agent fees		158,672
Legal and accounting services		41,465
Printing and postage		69,409
Registration fees		96,190
Miscellaneous		12,284
Total expenses	$	1,346,922
Deduct —
Allocation of expenses to affiliate	$	102,113
Total expense reductions	$	102,113
Net expenses	$	1,244,809
Net investment income	$	5,923,639
Realized and Unrealized Gain (Loss) from Portfolios
Net realized gain (loss) —
Investment transactions	$	768,268
Financial futures contracts		(552,457	)
Foreign currency transactions		(206,558	)
Net realized gain	$	9,253
Change in unrealized appreciation (depreciation) —
Investments	$	12,348,572
Financial futures contracts		(316,008	)
Foreign currency		(11,382	)
Net change in unrealized appreciation (depreciation)	$	12,021,182
Net realized and unrealized gain	$	12,030,435
Net increase in net assets from operations	$	17,954,074

See notes to financial statements

5

Eaton Vance Low Duration Fundas of October 31, 2009

FINANCIAL STATEMENTS CONT’D

Statements of Changes in Net Assets

Increase (Decrease)	Year Ended			Year Ended
in Net Assets	October 31, 2009			October 31, 2008
From operations —
Net investment income	$	5,923,639		$	2,864,168
Net realized gain from investment transactions, financial futures contracts and foreign currency transactions		9,253			391,632
Net change in unrealized appreciation (depreciation) from investments, financial futures contracts and foreign currency		12,021,182			(3,603,285	)
Net increase (decrease) in net assets from operations	$	17,954,074		$	(347,485	)
Distributions to shareholders —
From net investment income
Class A	$	(5,345,710	)	$	(2,147,624	)
Class B		(242,870	)		(175,922	)
Class C		(1,808,951	)		(1,078,108	)
Class I		(13,006	)		—
Tax return of capital
Class A		(625,003	)		—
Class B		(28,395	)		—
Class C		(211,496	)		—
Class I		(1,521	)		—
Total distributions to shareholders	$	(8,276,952	)	$	(3,401,654	)
Transactions in shares of beneficial interest —
Proceeds from sale of shares
Class A	$	246,909,769		$	71,624,537
Class B		7,254,246			8,918,235
Class C		82,195,986			31,558,084
Class I		14,721,450			—
Net asset value of shares issued to shareholders in payment of distributions declared
Class A		4,219,076			1,062,849
Class B		173,867			99,581
Class C		1,480,956			729,640
Class I		5,024			—
Cost of shares redeemed
Class A		(78,601,217	)		(22,652,104	)
Class B		(3,110,031	)		(2,254,370	)
Class C		(19,819,488	)		(12,979,859	)
Class I		(388,341	)		—
Net asset value of shares exchanged
Class A		3,657,079			2,621,839
Class B		(3,657,079	)		(2,621,839	)
Net increase in net assets from Fund share transactions	$	255,041,297		$	76,106,593
Net increase in net assets	$	264,718,419		$	72,357,454
	Year Ended			Year Ended
Net Assets	October 31, 2009			October 31, 2008
At beginning of year	$	113,020,450		$	40,662,996
At end of year	$	377,738,869		$	113,020,450
Accumulated distributions in excess of net investment income included in net assets
At end of year	$	(218,027	)	$	(163,840	)

See notes to financial statements

6

Eaton Vance Low Duration Fundas of October 31, 2009

FINANCIAL STATEMENTS CONT’D

Financial Highlights

	Class A
	Year Ended October 31,
	2009			2008			2007			2006			2005
Net asset value — Beginning of year	$	8.720		$	8.990		$	9.060		$	9.220		$	9.420
Income (Loss) From Operations
Net investment income(1)	$	0.270		$	0.344		$	0.397		$	0.333		$	0.224
Net realized and unrealized gain (loss)		0.549			(0.191	)		0.028			0.002			(0.033	)
Total income from operations	$	0.819		$	0.153		$	0.425		$	0.335		$	0.191
Less Distributions
From net investment income	$	(0.339	)	$	(0.423	)	$	(0.482	)	$	(0.495	)	$	(0.391	)
Tax return of capital		(0.040	)		—			(0.013	)		—			—
Total distributions	$	(0.379	)	$	(0.423	)	$	(0.495	)	$	(0.495	)	$	(0.391	)
Net asset value — End of year	$	9.160		$	8.720		$	8.990		$	9.060		$	9.220
Total Return(2)		9.57	%		1.65	%		4.82	%		3.74	%		2.06	%
Ratios/Supplemental Data
Net assets, end of year (000’s omitted)	$	254,074		$	71,284		$	20,998		$	21,157		$	23,876
Ratios (as a percentage of average daily net assets):
Expenses(3)(4)(5)		1.00	%		1.00	%		1.17	%		1.29	%		1.24	%
Net investment income		2.99	%		3.83	%		4.40	%		3.65	%		2.41	%
Portfolio Turnover of Investment Portfolio		34	%		24	%		35	%		46	%		67	%
Portfolio Turnover of Floating Rate Portfolio		35	%		7	%		61	%		50	%		57	%
Portfolio Turnover of Government Obligations Portfolio		28	%		19	%		n/a			2	%		30	%

(1)	Computed using average shares outstanding.
(2)	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.
(3)	Includes the Fund’s share of the Portfolios’ allocated expenses.
(4)	The investment adviser waived its investment adviser and administration fee and/or the administrator reimbursed expenses (equal to 0.05%, 0.30%, 0.39%, 0.15% and 0.15% of average daily net assets for the years ended October 31, 2009, 2008, 2007, 2006 and 2005, respectively).
(5)	Excludes the effect of custody fee credits, if any, of less than 0.005%.

See notes to financial statements

7

Eaton Vance Low Duration Fundas of October 31, 2009

FINANCIAL STATEMENTS CONT’D

Financial Highlights

	Class B
	Year Ended October 31,
	2009			2008			2007			2006			2005
Net asset value — Beginning of year	$	8.730		$	9.000		$	9.060		$	9.210		$	9.420
Income (Loss) From Operations
Net investment income(1)	$	0.219		$	0.290		$	0.330		$	0.266		$	0.153
Net realized and unrealized gain (loss)		0.530			(0.208	)		0.036			0.010			(0.043	)
Total income from operations	$	0.749		$	0.082		$	0.366		$	0.276		$	0.110
Less Distributions
From net investment income	$	(0.277	)	$	(0.352	)	$	(0.413	)	$	(0.426	)	$	(0.320	)
Tax return of capital		(0.032	)		—			(0.013	)		—			—
Total distributions	$	(0.309	)	$	(0.352	)	$	(0.426	)	$	(0.426	)	$	(0.320	)
Net asset value — End of year	$	9.170		$	8.730		$	9.000		$	9.060		$	9.210
Total Return(2)		8.71	%		0.85	%		4.14	%		3.07	%		1.18	%
Ratios/Supplemental Data
Net assets, end of year (000’s omitted)	$	8,338		$	7,290		$	3,367		$	6,491		$	9,704
Ratios (as a percentage of average daily net assets):
Expenses(3)(4)(5)		1.75	%		1.75	%		1.92	%		2.04	%		1.99	%
Net investment income		2.44	%		3.22	%		3.66	%		2.91	%		1.64	%
Portfolio Turnover of Investment Portfolio		34	%		24	%		35	%		46	%		67	%
Portfolio Turnover of Floating Rate Portfolio		35	%		7	%		61	%		50	%		57	%
Portfolio Turnover of Government Obligations Portfolio		28	%		19	%		n/a			2	%		30	%

(1)	Computed using average shares outstanding.
(2)	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.
(3)	Includes the Fund’s share of the Portfolios’ allocated expenses.
(4)	The investment adviser waived its investment adviser and administration fee and/or the administrator reimbursed expenses (equal to 0.05%, 0.30%, 0.39%, 0.15% and 0.15% of average daily net assets for the years ended October 31, 2009, 2008, 2007, 2006 and 2005, respectively).
(5)	Excludes the effect of custody fee credits, if any, of less than 0.005%.

See notes to financial statements

8

Eaton Vance Low Duration Fundas of October 31, 2009

FINANCIAL STATEMENTS CONT’D

Financial Highlights

	Class C
	Year Ended October 31,
	2009			2008			2007			2006			2005
Net asset value — Beginning of year	$	8.730		$	9.000		$	9.060		$	9.220		$	9.420
Income (Loss) From Operations
Net investment income(1)	$	0.218		$	0.299		$	0.342		$	0.277		$	0.167
Net realized and unrealized gain (loss)		0.546			(0.203	)		0.038			0.003			(0.033	)
Total income from operations	$	0.764		$	0.096		$	0.380		$	0.280		$	0.134
Less Distributions
From net investment income	$	(0.290	)	$	(0.366	)	$	(0.427	)	$	(0.440	)	$	(0.334	)
Tax return of capital		(0.034	)		—			(0.013	)		—			—
Total distributions	$	(0.324	)	$	(0.366	)	$	(0.440	)	$	(0.440	)	$	(0.334	)
Net asset value — End of year	$	9.170		$	8.730		$	9.000		$	9.060		$	9.220
Total Return(2)		8.89	%		1.02	%		4.30	%		3.12	%		1.45	%
Ratios/Supplemental Data
Net assets, end of year (000’s omitted)	$	100,970		$	34,447		$	16,298		$	14,937		$	25,050
Ratios (as a percentage of average daily net assets):
Expenses(3)(4)(5)		1.60	%		1.60	%		1.78	%		1.89	%		1.84	%
Net investment income		2.42	%		3.32	%		3.80	%		3.04	%		1.79	%
Portfolio Turnover of Investment Portfolio		34	%		24	%		35	%		46	%		67	%
Portfolio Turnover of Floating Rate Portfolio		35	%		7	%		61	%		50	%		57	%
Portfolio Turnover of Government Obligations Portfolio		28	%		19	%		n/a			2	%		30	%

(1)	Computed using average shares outstanding.
(2)	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.
(3)	Includes the Fund’s share of the Portfolios’ allocated expenses.
(4)	The investment adviser waived its investment adviser and administration fee and/or the administrator reimbursed expenses (equal to 0.05%, 0.30%, 0.39%, 0.15% and 0.15% of average daily net assets for the years ended October 31, 2009, 2008, 2007, 2006 and 2005, respectively).
(5)	Excludes the effect of custody fee credits, if any, of less than 0.005%.

See notes to financial statements

9

Eaton Vance Low Duration Fundas of October 31, 2009

FINANCIAL STATEMENTS CONT’D

Financial Highlights

	Class I
	Period Ended
	October 31, 2009(1)
Net asset value — Beginning of period	$	8.970
Income (Loss) From Operations
Net investment income(2)	$	0.134
Net realized and unrealized gain		0.242
Total income from operations	$	0.376
Less Distributions
From net investment income	$	(0.175	)
Tax return of capital		(0.021	)
Total distributions	$	(0.196	)
Net asset value — End of period	$	9.150
Total Return(3)		4.34	%(4)
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$	14,356
Ratios (as a percentage of average daily net assets):
Expenses(5)(6)(7)		0.75	%(8)
Net investment income		2.95	%(8)
Portfolio Turnover of Investment Portfolio		34	%(9)
Portfolio Turnover of Floating Rate Portfolio		35	%(9)
Portfolio Turnover of Government Obligations Portfolio		28	%(9)

(1)	For the period from the start of business, May 4, 2009, to October 31, 2009.
(2)	Computed using average shares outstanding.
(3)	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested.
(4)	Not annualized.
(5)	Includes the Fund’s share of the Portfolios’ allocated expenses.
(6)	The investment adviser waived its investment adviser and administration fee and the administrator reimbursed expenses (equal to 0.07% for the period ended October 31, 2009).
(7)	Excludes the effect of custody fee credits, if any, of less than 0.005%.
(8)	Annualized.
(9)	For the Portfolio’s year ended October 31, 2009.

See notes to financial statements

10

Eaton Vance Low Duration Fundas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS

1Significant Accounting Policies

Eaton Vance Low Duration Fund (the Fund) is a diversified series of Eaton Vance Mutual Funds Trust (the Trust). The Trust is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company. The Fund offers four classes of shares. Class A shares are generally sold subject to a sales charge imposed at time of purchase. Class B and Class C shares are sold at net asset value and are generally subject to a contingent deferred sales charge (see Note 5). Class I shares are sold at net asset value and are not subject to a sales charge. Class B shares automatically convert to Class A shares four years after their purchase as described in the Fund’s prospectus. Each class represents a pro-rata interest in the Fund, but votes separately on class-specific matters and (as noted below) is subject to different expenses. Realized and unrealized gains and losses are allocated daily to each class of shares based on the relative net assets of each class to the total net assets of the Fund. Net investment income, other than class specific expenses, is allocated daily to each class of shares based upon the ratio of the value of each class’s paid shares to the total value of all paid shares. Each class of shares differs in its distribution plan and certain other class-specific expenses. The Fund’s investment objective is to seek total return. The Fund currently pursues its objective by investing all of its investable assets in interests in the following three portfolios managed by Eaton Vance Management (EVM) or its affiliates: Investment Portfolio, Floating Rate Portfolio and Government Obligations Portfolio (the Portfolios), which are New York trusts. Effective November 16, 2009, the Fund may invest in another portfolio managed by EVM or its affiliates, Multi-Sector Portfolio, which is a New York Trust. The value of the Fund’s investment in the Portfolios reflects the Fund’s proportionate interest in the net assets of Investment Portfolio, Floating Rate Portfolio and Government Obligations Portfolio (92.5%, 0.8% and 3.3%, respectively, at October 31, 2009). The performance of the Fund is directly affected by the performance of the Portfolios. The financial statements of Investment Portfolio, including the portfolio of investments, are included elsewhere in this report and should be read in conjunction with the Fund’s financial statements. A copy of each Portfolio’s financial statements is available on the EDGAR database on the Securities and Exchange Commission’s website (www.sec.gov), at the Commission’s public reference room in Washington, DC or upon request from the Fund’s principal underwriter, Eaton Vance Distributors, Inc. (EVD), by calling 1-800-225-6265.

The following is a summary of significant accounting policies of the Fund. The policies are in conformity with accounting principles generally accepted in the United States of America. A source of authoritative accounting principles applied in the preparation of the Fund’s financial statements is the Financial Accounting Standards Board (FASB) Accounting Standards Codification (the Codification), which superseded existing non-Securities and Exchange Commission accounting and reporting standards for interim and annual reporting periods ending after September 15, 2009. The adoption of the Codification for the current reporting period did not impact the Fund’s application of generally accepted accounting principles.

AInvestment Valuation — Valuation of securities by Investment Portfolio is discussed in Note 1A of Investment Portfolio’s Notes to Financial Statements, which are included elsewhere in this report. Such policies are consistent with those of Floating Rate Portfolio and Government Obligations Portfolio for applicable investments.

Additional valuation policies for Floating Rate Portfolio are as follows: The Portfolio’s investments are primarily in interests in senior floating-rate loans (Senior Loans) of domestic and foreign issues. Interests in Senior Loans for which reliable market quotations are readily available are valued generally at the average mean of bid and ask quotations obtained from a third party pricing service. Other Senior Loans are valued at fair value by the investment adviser under procedures approved by the Trustees. In fair valuing a Senior Loan, the investment adviser utilizes one or more of the valuation techniques described in (i) through (iii) below to assess the likelihood that the borrower will make a full repayment of the loan underlying such Senior Loan relative to yields on other Senior Loans issued by companies of comparable credit quality. If the investment adviser believes that there is a reasonable likelihood of full repayment, the investment adviser will determine fair value using a matrix pricing approach that considers the yield on the Senior Loan. If the investment adviser believes there is not a reasonable likelihood of full repayment, the investment adviser will determine fair value using analyses that include, but are not limited to: (i) a comparison of the value of the borrower’s outstanding equity and debt to that of comparable public companies; (ii) a discounted cash flow analysis; or (iii) when the investment adviser believes it is likely that a borrower will be liquidated or sold, an analysis of the terms of such liquidation or sale. In certain cases, the investment adviser will use a combination of analytical methods to determine fair value, such as when only a portion of a borrower’s assets are likely to be sold. In conducting its assessment and analyses for purposes of determining fair value of a Senior Loan, the investment adviser will use its discretion and judgment in considering and appraising relevant factors. Fair value determinations are made by the portfolio managers of the Portfolio based on information available to such managers. The portfolio managers of other funds managed by the investment adviser that invest in Senior Loans may not possess the same information about a Senior Loan borrower as the

11

Eaton Vance Low Duration Fundas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

portfolio managers of the Portfolio. At times, the fair value of a Senior Loan determined by the portfolio managers of other funds managed by the investment adviser that invest in Senior Loans may vary from the fair value of the same Senior Loan determined by the portfolio managers of the Portfolio. The fair value of each Senior Loan is periodically reviewed and approved by the investment adviser’s Valuation Committee and by the Trustees based upon procedures approved by the Trustees. Junior Loans are valued in the same manner as Senior Loans.

BIncome — The Fund’s net investment income or loss consists of the Fund’s pro-rata share of the net investment income or loss of the Portfolio, less all actual and accrued expenses of the Fund.

CFederal Taxes — The Fund’s policy is to comply with the provisions of the Internal Revenue Code applicable to regulated investment companies and to distribute to shareholders each year substantially all of its net investment income, and all or substantially all of its net realized capital gains. Accordingly, no provision for federal income or excise tax is necessary.

At October 31, 2009, the Fund, for federal income tax purposes, had a capital loss carryforward of $11,344,560 which will reduce its taxable income arising from future net realized gains on investment transactions, if any, to the extent permitted by the Internal Revenue Code, and thus will reduce the amount of distributions to shareholders, which would otherwise be necessary to relieve the Fund of any liability for federal income or excise tax. Such capital loss carryforward will expire on October 31, 2010 ($5,478), October 31, 2011 ($4,082,489), October 31, 2012 ($3,697,770), October 31, 2013 ($1,016,104), October 31, 2014 ($811,882), October 31, 2015 ($374,820), October 31, 2016 ($594,536) and October 31, 2017 ($761,481), respectively.

As of October 31, 2009, the Fund had no uncertain tax positions that would require financial statement recognition, de-recognition, or disclosure. Each of the Fund’s federal tax returns filed in the 3-year period ended October 31, 2009 remains subject to examination by the Internal Revenue Service.

DExpenses — The majority of expenses of the Trust are directly identifiable to an individual fund. Expenses which are not readily identifiable to a specific fund are allocated taking into consideration, among other things, the nature and type of expense and the relative size of the funds.

EExpense Reduction — State Street Bank and Trust Company (SSBT) serves as custodian of the Fund. Pursuant to the custodian agreement, SSBT receives a fee reduced by credits, which are determined based on the average daily cash balance the Fund maintains with SSBT. All credit balances, if any, used to reduce the Fund’s custodian fees are reported as a reduction of expenses in the Statement of Operations.

FUse 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.

GIndemnifications — Under the Trust’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 Fund, and shareholders are indemnified against personal liability for the obligations of the Trust. Additionally, in the normal course of business, the Fund enters into agreements with service providers that may contain indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred.

HOther — Investment transactions are accounted for on a trade date basis. Dividends to shareholders are recorded on the ex-dividend date.

2Distributions to Shareholders

The Fund declares dividends daily to shareholders of record at the time of declaration. Distributions are generally paid monthly. Distributions of realized capital gains (reduced by available capital loss carryforwards from prior years, if any) are made at least annually. Distributions are declared separately for each class of shares. Shareholders may reinvest income and capital gain distributions in additional shares of the same class of the Fund at the net asset value as of the reinvestment date or, at the election of the shareholder, receive distributions in cash. The Fund distinguishes between distributions on a tax basis and a financial reporting basis. Accounting principles generally accepted in the United States of America require that only distributions in excess of tax basis earnings and profits be reported in the financial statements as a return of capital. Permanent differences between book and tax accounting relating to distributions are reclassified to paid-in capital. For tax purposes, distributions from short-term capital gains are considered to be from ordinary income.

The tax character of distributions declared for the years ended October 31, 2009 and October 31, 2008 was as follows:

12

Eaton Vance Low Duration Fundas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

	Year Ended October 31,
	2009		2008
Distributions declared from:
Ordinary income	$	7,410,537	$	3,401,654
Tax return of capital	$	866,415	$	—

During the year ended October 31, 2009, accumulated net realized loss was increased by $285,820, accumulated distributions in excess of net investment income was decreased by $1,432,711, and paid-in capital was decreased by $1,146,891 due to differences between book and tax accounting, primarily for paydown gain (loss), premium amortization, mixed straddles, swap contracts and foreign currency gain (loss). These reclassifications had no effect on the net assets or net asset value per share of the Fund.

As of October 31, 2009, the components of distributable earnings (accumulated losses) and unrealized appreciation (depreciation) on a tax basis were as follows:

Capital loss carryforward	$	(11,344,560	)
Net unrealized appreciation	$	8,973,235
Other temporary differences	$	(210,410	)

The differences between components of distributable earnings (accumulated losses) on a tax basis and the amounts reflected in the Statement of Assets and Liabilities are primarily due to wash sales, partnership allocations, futures contracts, premium amortization, defaulted bonds and the timing of recognizing distributions to shareholders.

3Transactions with Affiliates

EVM serves as the investment adviser and administrator of the Fund, providing investment advisory services (relating to the investment of the Fund’s assets in the Portfolios), and administering the business affairs of the Fund. Pursuant to the investment advisory and administrative agreement, and subsequent fee waiver agreement between the Fund and EVM, the fee is computed at an annual rate of 0.15% of Fund’s average daily net assets, all of which is waived. The fee waiver agreement may not be amended or terminated without the approval of the Fund’s Trustees and shareholders. The Portfolios have engaged BMR to render investment advisory services. For the year ended October 31, 2009, the Fund’s allocated portion of the adviser fees paid by the Portfolios was 0.52% of the Fund’s average daily net assets and amounted to $1,084,706. EVM has agreed to reimburse the Fund’s operating expenses to the extent that they exceed 1.00%, 1.75%, 1.60% and 0.75% annually of the Fund’s average daily net assets for Class A, Class B, Class C and Class I, respectively. This agreement may be changed or terminated after April 30, 2010. Pursuant to this agreement, EVM was allocated $102,113 of the Fund’s operating expenses for the year ended October 31, 2009. EVM serves as the sub-transfer agent of the Fund and receives from the transfer agent an aggregate fee based upon the actual expenses incurred by EVM in the performance of these services. For the year ended October 31, 2009, EVM earned $6,997 in sub-transfer agent fees. The Fund was informed that EVD, an affiliate of EVM and the Fund’s principal underwriter, received $32,895 as its portion of the sales charge on sales of Class A shares for the year ended October 31, 2009. EVD also received distribution and service fees from Class A, Class B and Class C shares (see Note 4) and contingent deferred sales charges (see Note 5).

Except for Trustees of the Fund and the Portfolios who are not members of EVM’s or BMR’s organizations, officers and Trustees receive remuneration for their services to the Fund out of the investment adviser fee. Certain officers and Trustees of the Fund and the Portfolio are officers of the above organizations.

4Distribution Plans

The Fund has in effect a distribution plan for Class A shares (Class A Plan) pursuant to Rule 12b-1 under the 1940 Act. The Class A Plan provides that the Fund will pay EVD a distribution and service fee of 0.25% per annum of its average daily net assets attributable to Class A shares for distribution services and facilities provided to the Fund by EVD, as well as for personal services and/or the maintenance of shareholder accounts. Distribution and service fees paid or accrued to EVD for the year ended October 31, 2009 amounted to $360,883 for Class A shares. The Fund also has in effect distribution plans for Class B shares (Class B Plan) and Class C shares (Class C Plan) pursuant to Rule 12b-1 under the 1940 Act. The Class B and Class C Plans require the Fund to pay EVD amounts equal to 0.75% and 0.60% per annum of its average daily net assets attributable to Class B and Class C shares, respectively, for providing ongoing distribution services and facilities to the Fund. The Fund will automatically discontinue payments to EVD during any period in which there are no outstanding Uncovered Distribution Charges, which are equivalent to the sum of (i) 6.25% of the aggregate amount received by the Fund for Class B and Class C shares sold, plus (ii) interest calculated by applying the rate of 1% over the prevailing prime rate to the outstanding balance of Uncovered Distribution Charges of EVD of each respective class, reduced by the aggregate amount of contingent deferred sales charges (see Note 5) and amounts therefore paid or payable to EVD by each respective class. For the year ended October 31, 2009, the Fund paid or accrued to EVD $58,989 and $343,152 for Class B and Class C shares, respectively, representing 0.75% and 0.60% of the average daily net assets of Class B and Class C shares, respectively. At October 31, 2009, the amounts of Uncovered Distribution Charges of EVD calculated under the Class B and Class C Plans were approximately $1,083,000 and

13

Eaton Vance Low Duration Fundas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

$9,191,000, respectively. The Class B and Class C Plans also authorize the Fund to make payments of service fees to EVD, financial intermediaries and other persons in amounts not exceeding 0.25% per annum of its average daily net assets attributable to that class. Service fees paid or accrued are for personal services and/or the maintenance of shareholder accounts. They are separate and distinct from the sales commissions and distribution fees payable to EVD and, as such, are not subject to automatic discontinuance when there are no outstanding Uncovered Distribution Charges of EVD. Service fees paid or accrued for the year ended October 31, 2009 amounted to $19,663 and $142,858 for Class B and Class C shares, respectively.

5Contingent Deferred Sales Charges

A contingent deferred sales charge (CDSC) generally is imposed on redemptions of Class B shares made within four years of purchase and on redemptions of Class C shares made within one year of purchase. Class A shares may be subject to a 1% CDSC if redeemed within 18 months of purchase (depending on the circumstances of purchase). Generally, the CDSC is based upon the lower of the net asset value at date of redemption or date of purchase. No charge is levied on shares acquired by reinvestment of dividends or capital gain distributions. The CDSC for Class B shares is imposed at declining rates that begin at 3% in the case of redemptions in the first year of purchase, declining to 2.5% in the second year, 2.0% in the third year, 1.0% in the fourth year and 0.0% thereafter. Class C shares are subject to a 1% CDSC if redeemed within one year of purchase. No CDSC is levied on shares which have been sold to EVM or its affiliates or to their respective employees or clients and may be waived under certain other limited conditions. CDSCs received on Class B and Class C redemptions are paid to EVD to reduce the amount of Uncovered Distribution Charges calculated under the Fund’s Class B and Class C Plans. CDSCs received on Class B and Class C redemptions when no Uncovered Distribution Charges exist are credited to the Fund. For the year ended October 31, 2009, the Fund was informed that EVD received approximately $26,000 and $24,000 of CDSCs paid by Class B and Class C shareholders, respectively, and no CDSCs paid by Class A shareholders.

6Investment Transactions

For the year ended October 31, 2009, increases and decreases in the Fund’s investment in the Portfolios were as follows:

Portfolio	Contributions		Withdrawals
Investment Portfolio	$	284,318,648	$	77,680,645
Floating Rate Portfolio		20,518,476		2,623,175
Government Obligations Portfolio		15,000,000		—

7Shares of Beneficial Interest

The Fund’s Declaration of Trust permits the Trustees to issue an unlimited number of full and fractional shares of beneficial interest (without par value). Such shares may be issued in a number of different series (such as the Fund) and classes. Transactions in Fund shares were as follows:

	Year Ended October 31,
Class A	2009			2008
Sales		27,392,705			7,957,272
Issued to shareholders electing to receive payments of distributions in Fund shares		466,994			118,417
Redemptions		(8,697,663	)		(2,526,339	)
Exchange from Class B shares		407,607			291,779
Net increase		19,569,643			5,841,129
	Year Ended October 31,
Class B	2009			2008
Sales		810,562			993,068
Issued to shareholders electing to receive payments of distributions in Fund shares		19,328			11,079
Redemptions		(349,604	)		(251,491	)
Exchange to Class A shares		(406,294	)		(291,403	)
Net increase		73,992			461,253
	Year Ended October 31,
Class C	2009			2008
Sales		9,113,096			3,499,909
Issued to shareholders electing to receive payments of distributions in Fund shares		164,235			81,211
Redemptions		(2,209,769	)		(1,444,738	)
Net increase		7,067,562			2,136,382
	Period Ended
Class I	October 31, 2009(1)
Sales		1,611,035
Issued to shareholders electing to receive payments of distributions in Fund shares		550
Redemptions		(42,501	)
Net increase		1,569,084

(1) Class I commenced operations on May 4, 2009.

14

Eaton Vance Low Duration Fundas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

8Fair Value Measurements

The Fund adopted FASB Statement of Financial Accounting Standards No. 157 (FAS 157), “Fair Value Measurements”, (currently FASB ASC 820-10), effective November 1, 2008. Such standard established a three-tier hierarchy to prioritize the assumptions, referred to as inputs, used in valuation techniques to measure fair value. The three-tier hierarchy of inputs is summarized in the three broad levels listed below.

•  Level 1 – quoted prices in active markets for identical investments

•  Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

•  Level 3 – significant unobservable inputs (including a fund’s own assumptions in determining the fair value of investments)

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

At October 31, 2009 and October 31, 2008, the Fund’s investments in Floating Rate Portfolio and Government Obligations Portfolio, whose financial statements are not included but are available elsewhere as discussed in Note 1, were valued based on Level 1 inputs.

9Review for Subsequent Events

In connection with the preparation of the financial statements of the Fund as of and for the year ended October 31, 2009, events and transactions subsequent to October 31, 2009 through December 28, 2009, the date the financial statements were issued, have been evaluated by the Fund’s management for possible adjustment and/or disclosure. Management has not identified any subsequent events requiring financial statement disclosure as of the date these financial statements were issued.

15

Eaton Vance Low Duration Fundas of October 31, 2009

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Trustees of Eaton Vance Mutual Funds Trust
and Shareholders of Eaton Vance Low Duration
Fund:

We have audited the accompanying statement of assets and liabilities of Eaton Vance Low Duration Fund (the “Fund”) (one of the funds constituting Eaton Vance Mutual Funds Trust) as of October 31, 2009, 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 financial highlights for each of the three years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. The financial highlights for the year ended October 31, 2006, and all prior periods presented, were audited by other auditors. Those auditors expressed an unqualified opinion on those financial highlights in their report dated December 27, 2006.

We conducted our audits in accordance with the 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 financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Eaton Vance Low Duration Fund as of October 31, 2009, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the three years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 28, 2009

16

Eaton Vance Low Duration Fundas of October 31, 2009

FEDERAL TAX INFORMATION (Unaudited)

The Form 1099-DIV you receive in January 2010 will show the tax status of all distributions paid to your account in calendar year 2009. Shareholders are advised to consult their own tax adviser with respect to the tax consequences of their investment in the Fund.

17

Investment Portfolioas of October 31, 2009

PORTFOLIO OF INVESTMENTS 

Mortgage Pass-Throughs — 66.8%
	Principal
	Amount
Security	(000’s omitted)		Value
Federal Home Loan Mortgage Corp.:
2.723%, with various maturities to 2037(1)	$	2,716	$	2,786,586
2.849%, with various maturities to 2022(1)		5,604		5,717,908
2.962%, with maturity at 2035(1)		9,280		9,467,073
3.003%, with maturity at 2035(1)		6,590		6,806,221
3.183%, with maturity at 2034(1)		3,199		3,324,515
3.501%, with maturity at 2032(1)		2,681		2,743,592
3.568%, with maturity at 2029(1)		1,949		1,990,096
3.841%, with maturity at 2034(1)		1,413		1,470,154
4.072%, with maturity at 2022(1)		688		705,902
4.11%, with maturity at 2037(1)		3,494		3,635,702
4.34%, with maturity at 2030(1)		2,588		2,692,830
4.442%, with maturity at 2025(1)		2,676		2,770,637
5.00%, with maturity at 2014		1,637		1,731,208
5.50%, with various maturities to 2017		1,786		1,911,232
6.00%, with various maturities to 2035(2)		24,434		26,207,966
6.50%, with various maturities to 2030		1,209		1,303,106
7.00%, with various maturities to 2035		3,241		3,589,104
7.50%, with various maturities to 2017		2,584		2,771,146
8.00%, with various maturities to 2025		682		765,686
9.25%, with maturity at 2017		8		9,168
			$	82,399,832
Federal National Mortgage Association:
2.662%, with various maturities to 2027(1)	$	1,179	$	1,209,702
2.723%, with various maturities to 2035(1)		7,387		7,578,758
2.735%, with maturity at 2020(1)		1,186		1,199,791
2.763%, with maturity at 2031(1)		9,783		10,000,717
3.027%, with maturity at 2037(1)		7,756		8,025,514
3.178%, with maturity at 2036(1)		876		897,857
3.397%, with maturity at 2018(1)		123		125,041
3.622%, with maturity at 2036(1)		3,256		3,332,323
3.661%, with maturity at 2019(1)		3,389		3,483,847
3.691%, with maturity at 2034(1)		9,808		10,206,885
3.814%, with maturity at 2030(1)		1,626		1,664,444
3.828%, with maturity at 2035(1)		4,287		4,461,408
3.925%, with maturity at 2021(1)		2,606		2,684,389
3.929%, with maturity at 2036(1)		925		952,888
3.933%, with maturity at 2034(1)		6,393		6,652,794
4.104%, with maturity at 2033(1)		2,281		2,373,570
4.125%, with maturity at 2018(1)		108		109,775
4.293%, with maturity at 2021(1)		1,633		1,685,141
4.418%, with maturity at 2036(1)		5,235		5,447,234
4.419%, with maturity at 2035(1)		3,087		3,212,362
4.492%, with maturity at 2040(1)		2,487		2,592,515
4.50%, with various maturities to 2018		17,788		18,652,772
4.76%, with maturity at 2034(1)		2,224		2,313,926
4.897%, with maturity at 2034(1)		7,177		7,468,755
5.00%, with various maturities to 2018		2,793		2,942,451
5.50%, with various maturities to 2017		6,478		6,909,044
6.00%, with various maturities to 2031		7,694		8,232,294
6.32%, with maturity at 2032(1)		971		1,010,527
6.50%, with various maturities to 2019		2,512		2,657,060
7.00%, with various maturities to 2033		7,447		8,194,210
8.00%, with maturity at 2023		242		277,543
9.00%, with maturity at 2011		4		4,406
9.50%, with maturity at 2022		939		1,102,832
9.575%, with maturity at 2018(3)		609		702,727
			$	138,365,502
Government National Mortgage Association:
4.125%, with various maturities to 2027(1)	$	1,320	$	1,361,676
8.25%, with maturity at 2020		426		488,633
9.00%, with maturity at 2017		487		556,077
			$	2,406,386
Total Mortgage Pass-Throughs
(identified cost $218,297,062)			$	223,171,720
Collateralized Mortgage Obligations — 7.7%
	Principal
	Amount
Security	(000’s omitted)		Value
Federal Home Loan Mortgage Corp.:
Series 1395, Class F, 2.062%, 10/15/22(4)	$	136	$	132,316
Series 2135, Class JZ, 6.00%, 3/15/29		7,835		8,416,305
			$	8,548,621
Federal National Mortgage Association:
Series G93-17, Class FA, 1.281%, 4/25/23(4)	$	286	$	291,436
Series G93-36, Class ZQ, 6.50%, 12/25/23		1,343		1,456,077
Series G97-4, Class FA, 1.081%, 6/17/27(4)		922		932,969
Series 296, (Interest Only), Class 2, 8.00%, 4/1/24(5)		4,115		982,641
Series 1993-203, Class PL, 6.50%, 10/25/23		1,760		1,917,607
Series 1993-250, Class Z, 7.00%, 12/25/23		510		554,959
Series 2001-4, Class GA, 10.048%, 4/17/25(3)		342		391,775
Series 2009-48, Class WA, 5.844%, 7/25/39(3)		3,492		3,742,467
Series 2009-62, Class WA, 5.557%, 8/25/39(3)		4,832		5,153,160
			$	15,423,091

See notes to financial statements

18

Investment Portfolioas of October 31, 2009

PORTFOLIO OF INVESTMENTS CONT’D

	Principal
	Amount
Security	(000’s omitted)		Value
Government National Mortgage Association:
Series 2000-30, Class F, 0.795%, 12/16/22(4)	$	1,681	$	1,692,691
Total Collateralized Mortgage Obligations
(identified cost $25,010,065)			$	25,664,403
Commercial Mortgage-Backed Securities — 8.9%
	Principal
	Amount
Security	(000’s omitted)		Value
BSCMS, Series 2004-PWR5, Class A3, 4.565%, 7/11/42	$	3,500	$	3,506,274
COMM, Series 2005-LP5, Class A2, 4.63%, 5/10/43		3,050		3,062,330
CSFB, Series 2001-CK1, Class A3, 6.38%, 12/18/35		3,619		3,736,186
CSFB, Series 2005-C4, Class A2, 5.017%, 8/15/38		3,100		3,115,214
GECMC, Series 2002-3A, Class A1, 4.229%, 12/10/37		1,028		1,037,196
GMACC, Series 2002-C2, Class A2, 5.389%, 10/15/38		638		658,009
JPMCC, Series 2004-CBX, Class A4, 4.529%, 1/12/37		7,000		7,056,803
LB-UBS, Series 2004-C2, Class A2, 3.246%, 3/15/29		1,996		1,999,713
MLMT, Series 2006-C2, Class A1, 5.601%, 8/12/43		394		401,645
SBM7, Series 2000-C1, Class A2, 7.52%, 2/18/32(3)		180		179,799
SBM7, Series 2000-C3, Class A2, 6.592%, 12/18/33		4,781		4,888,763
Total Commercial Mortgage-Backed Securities
(identified cost $29,421,690)			$	29,641,932
U.S. Government Agency Obligations — 9.6%
	Principal
	Amount
Security	(000’s omitted)		Value
Federal Home Loan Bank, 5.365%, 9/9/24	$	8,000	$	8,628,720
United States Agency for International Development - Israel, 0.00%, with various maturities to 2021		35,890		23,560,454
Total U.S. Government Agency Obligations
(identified cost $31,956,115)			$	32,189,174
U.S. Treasury Obligations — 9.0%
	Principal
	Amount
Security	(000’s omitted)		Value
U.S. Treasury Notes, 1.375%, 9/15/12	$	30,000	$	30,011,730
Total U.S. Treasury Obligations
(identified cost $29,911,194)			$	30,011,730
Short-Term Investments — 9.3%
	Interest
Description	(000’s omitted)		Value
Cash Management Portfolio, 0.00%(6)	$	30,908	$	30,907,565
Total Short-Term Investments
(identified cost $30,907,565)			$	30,907,565
Total Investments — 111.3%
(identified cost $365,503,691)			$	371,586,524
Other Assets, Less Liabilities — (11.3)%			$	(37,721,173	)
Net Assets — 100.0%			$	333,865,351

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

BSCMS - Bear Stearns Commercial Mortgage Securities, Inc.

COMM - Commercial Mortgage Pass-Through Certificate

CSFB - CS First Boston Mortgage Securities Corp.

GECMC - General Electric Commercial Mortgage Corp.

GMACC - GMAC Commercial Mortgage Securities, Inc.

JPMCC - JPMorgan Chase Commercial Mortgage Securities Corp.

LB-UBS - LB-UBS Commercial Mortgage Trust

MLMT - Merrill Lynch Mortgage Trust

SBM7 - Salomon Brothers Mortgage Securities VII, Inc.

(1)	Adjustable rate mortgage.
(2)	Security (or a portion thereof) has been pledged to cover margin requirements on open financial futures contracts.
(3)	Weighted average fixed-rate coupon that changes/updates monthly.

See notes to financial statements

19

Investment Portfolioas of October 31, 2009

PORTFOLIO OF INVESTMENTS CONT’D

(4)	Variable rate security. The stated interest rate represents the rate in effect at October 31, 2009.
(5)	Interest only security that entitles the holder to receive only interest payments on the underlying mortgages. Principal amount shown is the notional amount of the underlying mortgages on which current interest is calculated. The interest rate shown represents the yield based on the estimated timing and amount of future cash flows at period-end.
(6)	Affiliated investment company available to Eaton Vance portfolios and funds which invests in high quality, U.S. dollar denominated money market instruments. The rate shown is the annualized seven-day yield as of October 31, 2009.

See notes to financial statements

20

Investment Portfolioas of October 31, 2009

FINANCIAL STATEMENTS

Statement of Assets and Liabilities

As of October 31, 2009
Assets
Unaffiliated investments, at value (identified cost, $334,596,126)	$	340,678,959
Affiliated investment, at value (identified cost, $30,907,565)		30,907,565
Cash held at broker for open financial futures contracts		448,000
Interest receivable		1,221,401
Receivable for investments sold		502,010
Total assets	$	373,757,935
Liabilities
Payable for investments purchased	$	39,238,414
Payable for variation margin on open financial futures contracts		446,304
Payable to affiliates:
Investment adviser fee		129,433
Trustees’ fees		775
Accrued expenses		77,658
Total liabilities	$	39,892,584
Net Assets applicable to investors’ interest in Portfolio	$	333,865,351
Sources of Net Assets
Net proceeds from capital contributions and withdrawals	$	328,194,500
Net unrealized appreciation		5,670,851
Total	$	333,865,351

Statement of Operations

For the Year Ended
October 31, 2009
Investment Income
Interest	$	7,168,385
Interest income allocated from affiliated investment		78,416
Expenses allocated from affiliated investment		(64,352	)
Total investment income	$	7,182,449
Expenses
Investment adviser fee	$	880,899
Trustees’ fees and expenses		8,314
Custodian fee		110,952
Legal and accounting services		34,559
Miscellaneous		11,034
Total expenses	$	1,045,758
Deduct —
Reduction of custodian fee	$	4
Total expense reductions	$	4
Net expenses	$	1,045,754
Net investment income	$	6,136,695
Realized and Unrealized Gain (Loss)
Net realized gain (loss) —
Investment transactions	$	571,813
Financial futures contracts		(848,348	)
Net realized loss	$	(276,535	)
Change in unrealized appreciation (depreciation) —
Investments	$	7,466,694
Financial futures contracts		(472,543	)
Net change in unrealized appreciation (depreciation)	$	6,994,151
Net realized and unrealized gain	$	6,717,616
Net increase in net assets from operations	$	12,854,311

See notes to financial statements

21

Investment Portfolioas of October 31, 2009

FINANCIAL STATEMENTS CONT’D

Statements of Changes in Net Assets

Increase (Decrease)	Year Ended			Year Ended
in Net Assets	October 31, 2009			October 31, 2008
From operations —
Net investment income	$	6,136,695		$	3,505,453
Net realized gain (loss) from investment transactions and financial futures contracts		(276,535	)		225,585
Net change in unrealized appreciation (depreciation) from investments and financial futures contracts		6,994,151			(1,370,484	)
Net increase in net assets from operations	$	12,854,311		$	2,360,554
Capital transactions —
Contributions	$	292,367,758		$	165,109,548
Withdrawals		(87,570,705	)		(93,579,773	)
Net increase in net assets from capital transactions	$	204,797,053		$	71,529,775
Net increase in net assets	$	217,651,364		$	73,890,329
Net Assets
At beginning of year	$	116,213,987		$	42,323,658
At end of year	$	333,865,351		$	116,213,987

See notes to financial statements

22

Investment Portfolioas of October 31, 2009

FINANCIAL STATEMENTS CONT’D

Supplementary Data

	Year Ended October 31,
	2009			2008			2007			2006			2005
Ratios/Supplemental Data
Ratios (as a percentage of average daily net assets):
Expenses before custodian fee reduction		0.58	%		0.63	%		0.65	%		0.66	%		0.65	%
Expenses after custodian fee reduction		0.58	%		0.63	%		0.65	%		0.66	%		0.64	%
Net investment income		3.23	%		3.96	%		4.67	%		4.03	%		2.65	%
Portfolio Turnover		34	%		24	%		35	%		46	%		67	%
Total Return		7.76	%		4.34	%		5.52	%		4.29	%		2.32	%
Net assets, end of year (000’s omitted)	$	333,865		$	116,214		$	42,324		$	38,835		$	46,041

See notes to financial statements

23

Investment Portfolioas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS

1Significant Accounting Policies

Investment Portfolio (the Portfolio) is a New York trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as a diversified, open-end management investment company. The Portfolio’s investment objective is to seek total return. The Declaration of Trust permits the Trustees to issue interests in the Portfolio. At October 31, 2009, Eaton Vance Low Duration Fund and Eaton Vance Strategic Income Fund held an interest of 92.5% and 6.6%, 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 source of authoritative accounting principles applied in the preparation of the Portfolio’s financial statements is the Financial Accounting Standards Board (FASB) Accounting Standards Codification (the Codification), which superseded existing non-Securities and Exchange Commission accounting and reporting standards for interim and annual reporting periods ending after September 15, 2009. The adoption of the Codification for the current reporting period did not impact the Portfolio’s application of generally accepted accounting principles.

AInvestment Valuation — Debt obligations (including short-term obligations with a remaining maturity of more than sixty days and excluding most seasoned mortgage-backed securities) will normally be valued on the basis of quotations provided by third party pricing services. The pricing services will use various techniques that consider factors including, but not limited to, reported trades or dealer quotations, prices or yields of securities with similar characteristics, benchmark yields, broker/dealer quotes, issuer spreads, as well as industry and economic events. Most seasoned, fixed rate 30-year mortgage-backed securities are valued through the use of the investment adviser’s matrix pricing system, which takes into account bond prices, yield differentials, anticipated prepayments and interest rates provided by dealers. Short-term debt securities with a remaining maturity of sixty days or less are generally valued at amortized cost, which approximates market value. Financial futures contracts are valued at the settlement price established by the board of trade or exchange on which they are traded. 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.

The Portfolio may invest in Cash Management Portfolio (Cash Management), an affiliated investment company managed by Boston Management and Research (BMR), a subsidiary of Eaton Vance Management (EVM). Cash Management generally values its investment securities utilizing the amortized cost valuation technique permitted by Rule 2a-7 under the 1940 Act, pursuant to which Cash Management must comply with certain conditions. This technique involves initially valuing a portfolio security at its cost and thereafter assuming a constant amortization to maturity of any discount or premium. If amortized cost is determined not to approximate fair value, Cash Management may value its investment securities in the same manner as debt obligations described above.

BInvestment 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.

CIncome — Interest income is recorded on the basis of interest accrued, adjusted for amortization of premium or accretion of discount.

DFederal 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 October 31, 2009, the Portfolio had no uncertain tax positions that would require financial statement

24

Investment Portfolioas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

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.

EExpense 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.

FUse 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.

GIndemnifications — 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.

HFinancial Futures Contracts — The Portfolio may enter into financial futures contracts. The Portfolio’s investment in financial futures contracts is designed for hedging against changes in interest rates or as a substitute for the purchase of securities. Upon entering into a financial futures contract, the Portfolio is required to deposit with the broker, either in cash or securities, an amount equal to a certain percentage of the purchase price (initial margin). Subsequent payments, known as variation margin, are made or received by the Portfolio each business day, depending on the daily fluctuations in the value of the underlying security, and are recorded as unrealized gains or losses by the Portfolio. Gains (losses) are realized upon the expiration or closing of the financial futures contracts. Should market conditions change unexpectedly, the Portfolio may not achieve the anticipated benefits of the financial futures contracts and may realize a loss. In entering such contracts, the Portfolio bears the risk if the counterparties do not perform under the contracts’ terms. Futures contracts have minimal counterparty risk as they are exchange traded and the clearinghouse for the exchange is substituted as the counterparty, guaranteeing counterparty performance.

2Investment Adviser Fee and Other Transactions with Affiliates

The investment adviser fee is earned by BMR as compensation for investment advisory services rendered to the Portfolio. The fee is computed at an annual rate of 0.50% of the Portfolio’s average daily net assets and is payable monthly. The portion of the adviser fee payable by Cash Management on the Portfolio’s investment of cash therein is credited against the Portfolio’s investment adviser fee. For the year ended October 31, 2009, the Portfolio’s investment adviser fee totaled $941,626 of which $60,727 was allocated from Cash Management and $880,899 was paid or accrued directly by the Portfolio.

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 year ended October 31, 2009, no significant amounts have been deferred. Certain officers and Trustees of the Portfolio are officers of the above organizations.

3Purchases and Sales of Investments

Purchases and sales of investments, other than short-term obligations and including maturities and paydowns, for the year ended October 31, 2009 were as follows:

Purchases
Investments (non-U.S. Government)	$	62,964,989
U.S. Government and Agency Securities		209,931,415
	$	272,896,404
Sales
Investments (non-U.S. Government)	$	16,475,878
U.S. Government and Agency Securities		47,087,733
	$	63,563,611

25

Investment Portfolioas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

4Federal Income Tax Basis of Investments

The cost and unrealized appreciation (depreciation) of investments of the Portfolio at October 31, 2009, as determined on a federal income tax basis, were as follows:

Aggregate cost	$	365,906,854
Gross unrealized appreciation	$	5,679,670
Gross unrealized depreciation		—
Net unrealized appreciation	$	5,679,670

5Financial Instruments

The Portfolio may trade in financial instruments with off-balance sheet risk in the normal course of its investing activities. These financial instruments may include 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 do 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.

A summary of obligations under these financial instruments at October 31, 2009 is as follows:

Futures Contracts
							Net
Expiration			Aggregate				Unrealized
Date	Contracts	Position	Cost	Value			Depreciation
12/09	150 10 Year U.S. Treasury Note	Short	$(17,568,459)	$	(17,791,406	)	$	(222,947	)
12/09	260 30 Year U.S. Treasury Bond	Short	(31,051,590)		(31,240,625	)		(189,035	)
							$	(411,982	)

At October 31, 2009, the Portfolio had sufficient cash and/or securities to cover commitments under these contracts.

The Portfolio adopted FASB Statement of Financial Accounting Standards No. 161 (FAS 161), “Disclosures about Derivative Instruments and Hedging Activities”, (currently FASB Accounting Standards Codification (ASC) 815-10), effective May 1, 2009. Such standard requires enhanced disclosures about an entity’s derivative and hedging activities, including qualitative disclosures about the objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of and gains and losses on derivative instruments, and disclosures about credit-risk related contingent features in derivative instruments. The disclosure below includes additional information as a result of implementing FAS 161.

The Portfolio is subject to interest rate risk in the normal course of pursuing its investment objectives. Because the Portfolio holds fixed rate bonds, the value of these bonds may decrease if interest rates rise. The Portfolio may purchase and sell U.S. Treasury futures contracts to hedge against changes in interest rates.

The fair values of derivative instruments (not considered to be hedging instruments for accounting disclosure purposes) and whose primary underlying risk exposure is interest rate risk at October 31, 2009 was as follows:

	Fair Value
Derivative	Asset Derivative		Liability Derivative(1)
Futures	$	—	$	(411,982	)

(1) Amount represents cumulative unrealized depreciation on futures contracts in the Futures Contracts table above. Only the current day’s variation margin on open futures contracts is reported within the Statement of Assets and Liabilities as Receivable or Payable for variation margin, as applicable.

The effect of derivative instruments (not considered to be hedging instruments for accounting disclosure purposes) on the Statement of Operations and whose primary underlying risk exposure is interest rate risk for the six months ended October 31, 2009 was as follows:

			Change in
			Unrealized
	Realized Gain		Appreciation
	(Loss) on		(Depreciation) on
	Derivatives		Derivatives
	Recognized in		Recognized in
Derivative	Income(1)		Income(2)
Futures	$	14,644	$	(376,996	)

(1)	Statement of Operations location: Net realized gain (loss) – Financial futures contracts.
(2)	Statement of Operations location: Change in unrealized appreciation (depreciation) – Financial futures contracts.

The average notional amount of futures contracts outstanding during the six months ended October 31, 2009, which is indicative of the volume of this derivative type, was approximately $14,929,000.

6Line 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

26

Investment Portfolioas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

cash requirements. Interest is charged to the Portfolio based on its borrowings at an amount above either the Eurodollar rate or Federal Funds rate. In addition, a fee computed at an annual rate of 0.10% on the daily unused portion of the line of credit is allocated among the participating portfolios and funds at the end of each quarter. The Portfolio did not have any significant borrowings or allocated fees during the year ended October 31, 2009.

7Fair Value Measurements

The Portfolio adopted FASB Statement of Financial Accounting Standards No. 157 (FAS 157), “Fair Value Measurements”, (currently FASB ASC 820-10), effective November 1, 2008. Such standard established a three-tier hierarchy to prioritize the assumptions, referred to as inputs, used in valuation techniques to measure fair value. The three-tier hierarchy of inputs is summarized in the three broad levels listed below.

•  Level 1 – quoted prices in active markets for identical investments

•  Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

•  Level 3 – significant unobservable inputs (including a fund’s own assumptions in determining the fair value of investments)

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

At October 31, 2009, the inputs used in valuing the Portfolio’s investments, which are carried at value, were as follows:

	Quoted
	Prices in
	Active		Significant
	Markets for		Other		Significant
	Identical		Observable		Unobservable
	Assets		Inputs		Inputs
Asset Description	(Level 1)		(Level 2)		(Level 3)		Total
Mortgage Pass-Throughs	$	—	$	223,171,720	$	—	$	223,171,720
Collateralized Mortgage Obligations		—		25,664,403		—		25,664,403
Commercial Mortgage-Backed Securities		—		29,641,932		—		29,641,932
U.S. Government Agency Obligations		—		32,189,174		—		32,189,174
U.S. Treasury Obligations		—		30,011,730		—		30,011,730
Short-Term Investments		30,907,565		—		—		30,907,565
Total Investments	$	30,907,565	$	340,678,959	$	—	$	371,586,524

	Quoted
	Prices in
	Active			Significant
	Markets for			Other		Significant
	Identical			Observable		Unobservable
	Assets			Inputs		Inputs
Liabilities Description	(Level 1)			(Level 2)		(Level 3)		Total
Futures Contracts	$	(411,982	)	$	—	$	—	$	(411,982	)
Total	$	(411,982	)	$	—	$	—	$	(411,982	)

The Portfolio held no investments or other financial instruments as of October 31, 2008 whose fair value was determined using Level 3 inputs.

8Review for Subsequent Events

In connection with the preparation of the financial statements of the Portfolio as of and for the year ended October 31, 2009, events and transactions subsequent to October 31, 2009 through December 28, 2009, the date the financial statements were issued, have been evaluated by the Portfolio’s management for possible adjustment and/or disclosure. Management has not identified any subsequent events requiring financial statement disclosure as of the date these financial statements were issued.

27

Investment Portfolioas of October 31, 2009

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Trustees and Investors of
Investment Portfolio:

We have audited the accompanying statement of assets and liabilities of Investment Portfolio (the “Portfolio”), including the portfolio of investments, as of October 31, 2009, 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 three years in the period then ended. These financial statements and supplementary data are the responsibility of the Portfolio’s management. Our responsibility is to express an opinion on these financial statements and supplementary data based on our audits. The supplementary data for the year ended October 31, 2006, and all prior periods presented, were audited by other auditors. Those auditors expressed an unqualified opinion on that supplementary data in their report dated December 27, 2006.

We conducted our audits in accordance with the 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. The Portfolio is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Portfolio’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures include confirmation of securities owned as of October 31, 2009, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and supplementary data referred to above present fairly, in all material respects, the financial position of Investment Portfolio as of October 31, 2009, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the supplementary data for each of the three years in the period then ended in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 28, 2009

28

Eaton Vance Low Duration Fund

BOARD OF TRUSTEES’ ANNUAL APPROVAL OF THE INVESTMENT ADVISORY AGREEMENTS

Overview of the Contract Review Process

The Investment Company Act of 1940, as amended (the “1940 Act”), provides, in substance, that each investment advisory agreement between a fund and its investment adviser will continue in effect from year to year only if its continuance is approved at least annually by the fund’s board of trustees, including by a vote of a majority of the trustees who are not “interested persons” of the fund (“Independent Trustees”), cast in person at a meeting called for the purpose of considering such approval.

At a meeting of the Boards of Trustees (each a “Board”) of the Eaton Vance group of mutual funds (the “Eaton Vance Funds”) held on April 27, 2009, the Board, including a majority of the Independent Trustees, voted to approve continuation of existing advisory and sub-advisory agreements for the Eaton Vance Funds for an additional one-year period. In voting its approval, the Board relied upon the affirmative recommendation of the Contract Review Committee of the Board (formerly the Special Committee), which is a committee comprised exclusively of Independent Trustees. Prior to making its recommendation, the Contract Review Committee reviewed information furnished for a series of meetings of the Contract Review Committee held in February, March and April 2009. Such information included, among other things, the following:

Information about Fees, Performance and Expenses

•  An independent report comparing the advisory and related fees paid by each fund with fees paid by comparable funds;

•  An independent report comparing each fund’s total expense ratio and its components to comparable funds;

•  An independent report comparing the investment performance of each fund to the investment performance of comparable funds over various time periods;

•  Data regarding investment performance in comparison to relevant peer groups of funds and appropriate indices;

•  Comparative information concerning fees charged by each adviser for managing other mutual funds and institutional accounts using investment strategies and techniques similar to those used in managing the fund;

•  Profitability analyses for each adviser with respect to each fund;

Information about Portfolio Management

•  Descriptions of the investment management services provided to each fund, including the investment strategies and processes employed, and any changes in portfolio management processes and personnel;

•  Information concerning the allocation of brokerage and the benefits received by each adviser as a result of brokerage allocation, including information concerning the acquisition of research through “soft dollar” benefits received in connection with the funds’ brokerage, and the implementation of a soft dollar reimbursement program established with respect to the funds;

•  Data relating to portfolio turnover rates of each fund;

•  The procedures and processes used to determine the fair value of fund assets and actions taken to monitor and test the effectiveness of such procedures and processes;

Information about each Adviser

•  Reports detailing the financial results and condition of each adviser;

•  Descriptions of the qualifications, education and experience of the individual investment professionals whose responsibilities include portfolio management and investment research for the funds, and information relating to their compensation and responsibilities with respect to managing other mutual funds and investment accounts;

•  Copies of the Codes of Ethics of each adviser and its affiliates, together with information relating to compliance with and the administration of such codes;

•  Copies of or descriptions of each adviser’s proxy voting policies and procedures;

•  Information concerning the resources devoted to compliance efforts undertaken by each adviser and its affiliates on behalf of the funds (including descriptions of various compliance programs) and their record of compliance with investment policies and restrictions, including policies with respect to market-timing, late trading and selective portfolio disclosure, and with policies on personal securities transactions;

•  Descriptions of the business continuity and disaster recovery plans of each adviser and its affiliates;

Other Relevant Information

•  Information concerning the nature, cost and character of the administrative and other non-investment management services provided by Eaton Vance Management and its affiliates;

•  Information concerning management of the relationship with the custodian, subcustodians and fund accountants by each adviser or the funds’ administrator; and

•  The terms of each advisory agreement.

29

Eaton Vance Low Duration Fund

BOARD OF TRUSTEES’ ANNUAL APPROVAL OF THE INVESTMENT ADVISORY AGREEMENTS CONT’D

In addition to the information identified above, the Contract Review Committee considered information provided from time to time by each adviser throughout the year at meetings of the Board and its committees. Over the course of the twelve-month period ended April 30, 2009, the Board met eighteen times and the Contract Review Committee, the Audit Committee, the Governance Committee, the Portfolio Management Committee and the Compliance Reports and Regulatory Matters Committee, each of which is a Committee comprised solely of Independent Trustees, met seven, five, six, six and six times, respectively. At such meetings, the Trustees received, among other things, presentations by the portfolio managers and other investment professionals of each adviser relating to the investment performance of each fund and the investment strategies used in pursuing the fund’s investment objective.

For funds that invest through one or more underlying portfolios, the Board considered similar information about the portfolio(s) when considering the approval of advisory agreements. In addition, in cases where the fund’s investment adviser has engaged a sub-adviser, the Board considered similar information about the sub-adviser when considering the approval of any sub-advisory agreement.

The Contract Review Committee was assisted throughout the contract review process by Goodwin Procter LLP, legal counsel for the Independent Trustees. The members of the Contract Review Committee relied upon the advice of such counsel and their own business judgment in determining the material factors to be considered in evaluating each advisory and sub-advisory agreement and the weight to be given to each such factor. The conclusions reached with respect to each advisory and sub-advisory agreement were based on a comprehensive evaluation of all the information provided and not any single factor. Moreover, each member of the Contract Review Committee may have placed varying emphasis on particular factors in reaching conclusions with respect to each advisory and sub-advisory agreement.

Results of the Process

Based on its consideration of the foregoing, and such other information as it deemed relevant, including the factors and conclusions described below, the Contract Review Committee concluded that the continuance of the investment advisory and administration agreement of Eaton Vance Low Duration Fund (the “Fund”) with Eaton Vance Management (“EVM”), as well as the investment advisory agreements of Floating Rate Portfolio, Government Obligations Portfolio and Investment Portfolio (the “Portfolios”), the portfolios in which the Fund invests, each with Boston Management and Research (“BMR”), 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 each agreement. Accordingly, the Board, including a majority of the Independent Trustees, voted to approve continuation of the investment advisory and administration agreement and the investment advisory agreements for the Fund and the Portfolios, respectively. EVM and BMR are each referred to as an “Adviser” herein; EVM with respect to the Fund and BMR with respect to the Portfolios. EVM and BMR are affiliates.

Nature, Extent and Quality of Services

In considering whether to approve the investment advisory and administration agreement and the investment advisory agreements of the Fund and each Portfolio, respectively, the Board evaluated the nature, extent and quality of services provided to each Portfolio by BMR and to the Fund by EVM. BMR manages the Portfolios, while EVM allocates the assets of the Fund among the Portfolios.

The Board considered BMR’s management capabilities and investment process with respect to the types of investments held by the Portfolios, including the education, experience and number of its investment professionals and other personnel who provide portfolio management, investment research, and similar services to the Portfolios. In particular, the Board evaluated the abilities and experience of such investment personnel in analyzing special considerations relevant to investing in investment grade securities. With respect to the Floating Rate Portfolio, the Board noted the experience of BMR’s large group of bank loan investment professionals and other personnel who provide services to the Portfolios, including portfolio managers and analysts. With respect to the Government Obligations Portfolio, the Board noted the Adviser’s experience in investing in mortgage-backed securities, including seasoned mortgage-backed securities. For all the Portfolios, the Board also took into account the resources dedicated to portfolio management and other services, including the compensation paid to recruit and retain investment personnel, and the time and attention devoted to the Fund and each Portfolio by senior management.

The Board also reviewed the compliance programs of the Adviser and relevant affiliates thereof. Among other matters, the Board considered compliance and reporting matters relating to personal trading by investment personnel, selective disclosure of portfolio holdings, late trading, frequent trading, portfolio valuation, business continuity and the allocation of investment opportunities. The Board also evaluated the responses of the Adviser and its affiliates to requests from regulatory authorities such as the Securities and Exchange Commission and the Financial Industry Regulatory Authority.

30

Eaton Vance Low Duration Fund

BOARD OF TRUSTEES’ ANNUAL APPROVAL OF THE INVESTMENT ADVISORY AGREEMENTS CONT’D

The Board considered shareholder and other administrative services provided or managed by Eaton Vance Management and its affiliates, including transfer agency and accounting services. The Board evaluated the benefits to shareholders of investing in a fund that is a part of a large family of funds, including the ability, in many cases, to exchange an investment among different funds without incurring additional sales charges.

The Board considered the Adviser’s recommendations for Board action and other steps taken in response to the unprecedented dislocations experienced in the capital markets over recent periods, including sustained periods of high volatility, credit disruption and government intervention. In particular, the Board considered the Adviser’s efforts and expertise with respect to each of the following matters as they relate to the Fund and/or other funds within the Eaton Vance family of funds: (i) negotiating and maintaining the availability of bank loan facilities and other sources of credit used for investment purposes or to satisfy liquidity needs; (ii) establishing the fair value of securities and other instruments held in investment portfolios during periods of market volatility and issuer-specific disruptions; and (iii) the ongoing monitoring of investment management processes and risk controls.

After consideration of the foregoing factors, among others, the Board concluded that the nature, extent and quality of services provided by the Adviser, taken as a whole, are appropriate and consistent with the terms of the investment advisory and administration agreement and investment advisory agreements.

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 for the one-, three- and five-year periods ended September 30, 2008 for the Fund. The Board also considered the performance of the underlying Portfolios. The Board concluded that the Fund’s performance was satisfactory.

Management Fees and Expenses

The Board reviewed contractual investment advisory fee rates, including any administrative fee rates, payable by the Portfolios and the Fund (referred to as “management fees”). As part of its review, the Board considered the management fees and the Fund’s total expense ratio for the one-year period ended September 30, 2008, as compared to a group of similarly managed funds selected by an independent data provider. The Board considered that EVM is waiving its investment advisory and administration fee in its entirety and has agreed to pay other expenses of the Fund, which will lower the Fund’s total expense ratios.

After reviewing the foregoing information, and in light of the nature, extent and quality of the services provided by the Adviser, the Board concluded that the management fees charged for advisory and related services and the Fund’s total expense ratio are reasonable.

Profitability

The Board reviewed the level of profits realized by the Adviser and relevant affiliates thereof in providing investment advisory and administrative services to the Fund, the Portfolios and 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 Portfolios.

The Board concluded that, in light of the foregoing factors and the nature, extent and quality of the services rendered, the profits realized by the Adviser and its affiliates are reasonable.

Economies of Scale

In reviewing management fees and profitability, the Board also considered the extent to which the Adviser and its affiliates, on the one hand, and the Fund, on the other hand, can expect to realize benefits from economies of scale as the assets of the Fund and the Portfolios 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 Portfolios 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 Portfolios, the structure of the advisory fees, which include 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.

31

Eaton Vance Low Duration Fund

MANAGEMENT AND ORGANIZATION

Fund Management. The Trustees of Eaton Vance Mutual Funds Trust (the Trust), Floating Rate Portfolio (FRP), Government Obligations Portfolio (GOP), Investment Portfolio (IP) and Multi-Sector Portfolio (MSP) (collectively, the Portfolios) are responsible for the overall management and supervision of the Trust’s and Portfolios’ affairs. The Trustees and officers of the Trust and the Portfolios 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 Portfolios hold indefinite terms of office. The “Noninterested Trustees” consist of those Trustees who are not “interested persons” of the Trust and the Portfolios, as that term is defined under the 1940 Act. The business address of each Trustee and officer is Two International Place, Boston, Massachusetts 02110. 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, “Parametric” refers to Parametric Portfolio Associates, LLC and “EVD” refers to Eaton Vance Distributors, Inc. EVC and EV are the corporate parent and trustee, respectively, of EVM and BMR. EVD is the Fund’s principal underwriter, the Portfolios’ placement agent and a wholly-owned subsidiary of EVC. Each officer affiliated with Eaton Vance may hold a position with other Eaton Vance affiliates that is comparable to his or her position with EVM listed below.

	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 Portfolios	Service	During Past Five Years	Trustee(1)		Other Directorships Held
Interested Trustee
Thomas E. Faust Jr. 5/31/58	Trustee and President of the Trust	Trustee of the Trust and FRP, GOP and IP since 2007 and of MSP since 2009 and President of the Trust since 2002	Chairman, Chief Executive Officer and President of EVC, Director and President of EV, Chief Executive Officer and President of EVM and BMR, and Director of EVD. Trustee and/or officer of 176 registered investment companies and 4 private investment companies managed by EVM or BMR. Mr. Faust is an interested person because of his positions with EVM, BMR, EVD, EVC and EV, which are affiliates of the Trust and Portfolios.		176	Director of EVC
Noninterested Trustees
Benjamin C. Esty 1/2/63	Trustee	Of the Trust and FRP, GOP and IP since 2005 and of MSP since 2009	Roy and Elizabeth Simmons Professor of Business Administration and Finance Unit Head, Harvard University Graduate School of Business Administration.		176	None
Allen R. Freedman 4/3/40	Trustee	Of the Trust and FRP, GOP and IP since 2007 and of MSP since 2009	Former Chairman (2002-2004) and a Director (1983-2004) of Systems & Computer Technology Corp. (provider of software to higher education). Formerly, a Director of Loring Ward International (fund distributor) (2005-2007). Formerly, Chairman and a Director of Indus International, Inc. (provider of enterprise management software to the power generating industry) (2005-2007).		176	Director of Assurant, Inc. (insurance provider) and Stonemor Partners, L.P. (owner and operator of cemeteries)
William H. Park 9/19/47	Trustee	Of the Trust and FRP, GOP and IP since 2003 and of MSP since 2009	Vice Chairman, Commercial Industrial Finance Corp. (specialty finance company) (since 2006). Formerly, President and Chief Executive Officer, Prizm Capital Management, LLC (investment management firm) (2002-2005).		176	None
Ronald A. Pearlman 7/10/40	Trustee	Of the Trust and FRP, GOP and IP since 2003 and of MSP since 2009	Professor of Law, Georgetown University Law Center.		176	None
Helen Frame Peters 3/22/48	Trustee	Of the Trust and FRP, GOP and IP since 2008 and of MSP since 2009	Professor of Finance, Carroll School of Management, Boston College. Adjunct Professor of Finance, Peking University, Beijing, China (since 2005).		176	Director of BJ’s Wholesale Club, Inc. (wholesale club retailer)

32

Eaton Vance Low Duration Fund

MANAGEMENT AND ORGANIZATION CONT’D

	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 Portfolios	Service	During Past Five Years	Trustee(1)		Other Directorships Held
Noninterested Trustees (continued)
Heidi L. Steiger 7/8/53	Trustee	Of the Trust and FRP, GOP and IP since 2007 and of MSP since 2009	Managing Partner, Topridge Associates LLC (global wealth management firm) (since 2008); Senior Advisor (since 2008), President (2005-2008), Lowenhaupt Global Advisors, LLC (global wealth management firm). Formerly, President and Contributing Editor, Worth Magazine (2004-2005). Formerly, Executive Vice President and Global Head of Private Asset Management (and various other positions), Neuberger Berman (investment firm) (1986-2004).		176	Director of Nuclear Electric Insurance Ltd. (nuclear insurance provider), Aviva USA (insurance provider) and CIFG (family of financial guaranty companies) and Advisory Director of Berkshire Capital Securities LLC (private investment banking firm)
Lynn A. Stout 9/14/57	Trustee	Of the Trust and GOP since 1998; of FRP since 2000; of IP since 2002 and of MSP since 2009	Paul Hastings Professor of Corporate and Securities Law (since 2006) and Professor of Law (2001-2006), University of California at Los Angeles School of Law.		176	None
Ralph F. Verni 1/26/43	Chairman of the Board and Trustee	Chairman of the Board since 2007 and Trustee of the Trust and FRP, GOP and IP since 2005 and of MSP since 2009	Consultant and private investor.		176	None

Principal Officers who are not Trustees

	Position(s)	Term of
	with the	Office and
Name and	Trust and	Length of	Principal Occupation(s)
Date of Birth	the Portfolios	Service	During Past Five Years
William H. Ahern, Jr. 7/28/59	Vice President of the Trust	Since 1995	Vice President of EVM and BMR. Officer of 76 registered investment companies managed by EVM or BMR.
John R. Baur 2/10/70	Vice President of the Trust	Since 2008	Vice President of EVM and BMR. Previously, attended Johnson Graduate School of Management, Cornell University (2002-2005), and prior thereto he was an Account Team Representative in Singapore for Applied Materials, Inc. Officer of 35 registered investment companies managed by EVM or BMR.
Michael A. Cirami 12/24/75	Vice President of the Trust	Since 2008	Vice President of EVM and BMR. Officer of 35 registered investment companies managed by EVM or BMR.
Cynthia J. Clemson 3/2/63	Vice President of the Trust	Since 2005	Vice President of EVM and BMR. Officer of 92 registered investment companies managed by EVM or BMR.
Charles B. Gaffney 12/4/72	Vice President of the Trust	Since 2007	Director of Equity Research and a Vice President of EVM and BMR. Officer of 32 registered investment companies managed by EVM or BMR.
Christine M. Johnston 11/9/72	Vice President of the Trust, IP and GOP	Vice President of the Trust since 2007, of GOP since 2006 and of IP since 2003	Vice President of EVM and BMR. Officer of 37 registered investment companies managed by EVM or BMR.
Aamer Khan 6/7/60	Vice President of the Trust	Since 2005	Vice President of EVM and BMR. Officer of 35 registered investment companies managed by EVM or BMR.
Thomas H. Luster 4/8/62	Vice President of the Trust	Since 2006	Vice President of EVM and BMR. Officer of 54 registered investment companies managed by EVM or BMR.
Robert B. MacIntosh 1/22/57	Vice President of the Trust	Since 1998	Vice President of EVM and BMR. Officer of 91 registered investment companies managed by EVM or BMR.

33

Eaton Vance Low Duration Fund

MANAGEMENT AND ORGANIZATION CONT’D

	Position(s)	Term of
	with the	Office and
Name and	Trust and	Length of	Principal Occupation(s)
Date of Birth	the Portfolios	Service	During Past Five Years
Principal Officers who are not Trustees (continued)
Scott H. Page 11/30/59	President of FRP	Since 2007	Vice President of EVM and BMR. Officer of 11 registered investment companies managed by EVM or BMR.
Jeffrey A. Rawlins 10/6/61	Vice President of the Trust and MSP	Since 2009	Vice President of EVM and BMR. Previously, a Managing Director of the Fixed Income Group at State Street Research and Management (1989-2005). Officer of 31 registered investment companies managed by EVM or BMR.
Duncan W. Richardson 10/26/57	Vice President of the Trust	Since 2001	Director of EVC and Executive Vice President and Chief Equity Investment Officer of EVC, EVM and BMR. Officer of 82 registered investment companies managed by EVM or BMR.
Craig P. Russ 10/30/63	Vice President of FRP	Since 2007	Vice President of EVM and BMR. Officer of 6 registered investment companies managed by EVM or BMR.
Judith A. Saryan 8/21/54	Vice President of the Trust	Since 2003	Vice President of EVM and BMR. Officer of 51 registered investment companies managed by EVM or BMR.
Susan Schiff 3/13/61	Vice President of the Trust, GOP and IP	Vice President of the Trust and IP since 2002 and of GOP since 1993	Vice President of EVM and BMR. Officer of 37 registered investment companies managed by EVM or BMR.
Thomas Seto 9/27/62	Vice President of the Trust	Since 2007	Vice President and Director of Portfolio Management of Parametric. Officer of 32 registered investment companies managed by EVM or BMR.
David M. Stein 5/4/51	Vice President of the Trust	Since 2007	Managing Director and Chief Investment Officer of Parametric. Officer of 32 registered investment companies managed by EVM or BMR.
Dan R. Strelow 5/27/59	Vice President of the Trust and MSP	Since 2009	Vice President of EVM and BMR since 2005. Previously, a Managing Director (since 1988) and Chief Investment Officer (since 2001) of the Fixed Income Group at State Street Research and Management. Officer of 31 registered investment companies managed by EVM or BMR.
Payson F. Swaffield 8/13/56	President of MSP	Since 2009	Chief Income Investment Officer of EVC. Vice President of EVM and BMR. Officer of 9 registered investment companies managed by EVM or BMR.
Mark S. Venezia 5/23/49	Vice President of the Trust and President of GOP and IP	Vice President of the Trust since 2007 and President of GOP and IP since 2002	Vice President of EVM and BMR. Officer of 38 registered investment companies managed by EVM or BMR.
Adam A. Weigold 3/22/75	Vice President of the Trust	Since 2007	Vice President of EVM and BMR. Officer of 69 registered investment companies managed by EVM or BMR.
Barbara E. Campbell 6/19/57	Treasurer	Treasurer of the Trust since 2005; of FRP, GOP and IP since 2008 and of MSP since 2009	Vice President of EVM and BMR. Officer of 176 registered investment companies managed by EVM or BMR.
Maureen A. Gemma 5/24/60	Secretary and Chief Legal Officer	Secretary of the Trust and FRP, GOP and IP since 2007 and of MSP since 2009 and Chief Legal Officer since 2008	Vice President of EVM and BMR. Officer of 176 registered investment companies managed by EVM or BMR.
Paul M. O’Neil 7/11/53	Chief Compliance Officer	Of the Trust and FRP, GOP and IP since 2004 and of MSP since 2009	Vice President of EVM and BMR. Officer of 176 registered investment companies managed by EVM or BMR.

(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 Portfolios and can be obtained without charge on Eaton Vance’s website at eatonvance.com or by calling 1-800-262-1122.

34

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Investment Adviser of Investment Portfolio

Boston Management and Research

Two International Place

Boston, MA 02110

Investment Adviser and Administrator of Eaton Vance Low Duration Fund

Eaton Vance Management

Two International Place

Boston, MA 02110

Principal Underwriter*

Eaton Vance Distributors, Inc.

Two International Place

Boston, MA 02110

(617) 482-8260

Custodian

State Street Bank and Trust Company

200 Clarendon Street

Boston, MA 02116

Transfer Agent

PNC Global Investment Servicing

Attn: Eaton Vance Funds

P.O. Box 9653

Providence, RI 02940-9653

(800) 262-1122

Independent Registered Public Accounting Firm

Deloitte & Touche LLP

200 Berkeley Street

Boston, MA 02116-5022

Eaton Vance Low Duration Fund

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.

1560-12/09 LDSRC

Eaton Vance Global Macro Absolulte Return Fund

IMPORTANT NOTICES REGARDING PRIVACY,
DELIVERY OF SHAREHOLDER DOCUMENTS,
PORTFOLIO HOLDINGS AND PROXY VOTING

Privacy. The Eaton Vance organization is committed to ensuring your financial privacy. Each of the financial institutions identified below has in effect the following policy (“Privacy Policy”) with respect to nonpublic personal information about its customers:

•  Only such information received from you, through application forms or otherwise, and information about your Eaton Vance fund transactions will be collected. This may include information such as name, address, social security number, tax status, account balances and transactions.

•  None of such information about you (or former customers) will be disclosed to anyone, except as permitted by law (which includes disclosure to employees necessary to service your account). In the normal course of servicing a customer’s account, Eaton Vance may share information with unaffiliated third parties that perform various required services such as transfer agents, custodians and broker/dealers.

•  Policies and procedures (including physical, electronic and procedural safeguards) are in place that are designed to protect the confidentiality of such information.

•  We reserve the right to change our Privacy Policy at any time upon proper notification to you. Customers may want to review our Privacy Policy periodically for changes by accessing the link on our homepage: www.eatonvance.com.

Our pledge of privacy applies to the following entities within the Eaton Vance organization: the Eaton Vance Family of Funds, Eaton Vance Management, Eaton Vance Investment Counsel, Boston Management and Research, and Eaton Vance Distributors, Inc.

In addition, our Privacy Policy applies only to those Eaton Vance customers who are individuals and who have a direct relationship with us. If a customer’s account (i.e., fund shares) is held in the name of a third-party financial adviser/broker-dealer, it is likely that only such adviser’s privacy policies apply to the customer. This notice supersedes all previously issued privacy disclosures.

For more information about Eaton Vance’s Privacy Policy, please call 1-800-262-1122.

Delivery of Shareholder Documents. The Securities and Exchange Commission (the “SEC”) permits funds to deliver only one copy of shareholder documents, including prospectuses, proxy statements and shareholder reports, to fund investors with multiple accounts at the same residential or post office box address. This practice is often called “householding” and it helps eliminate duplicate mailings to shareholders.

Eaton Vance, or your financial adviser, may household the mailing of your documents indefinitely unless you instruct Eaton Vance, or your financial adviser, otherwise.

If you would prefer that your Eaton Vance documents not be householded, please contact Eaton Vance at 1-800-262-1122, or contact your financial adviser.

Your instructions that householding not apply to delivery of your Eaton Vance documents will be effective within 30 days of receipt by Eaton Vance or your financial adviser.

Portfolio Holdings. Each Eaton Vance Fund and its underlying Portfolio(s) (if applicable) will file a schedule of portfolio holdings on Form N-Q with the SEC for the first and third quarters of each fiscal year. The Form N-Q will be available on the Eaton Vance website at www.eatonvance.com, by calling Eaton Vance at 1-800-262-1122 or in the EDGAR database on the SEC’s website at www.sec.gov. Form N-Q may also be reviewed and copied at the SEC’s public reference room in Washington, D.C. (call 1-800-732-0330 for information on the operation of the public reference room).

Proxy Voting. From time to time, funds are required to vote proxies related to the securities held by the funds. The Eaton Vance Funds or their underlying Portfolios (if applicable) vote proxies according to a set of policies and procedures approved by the Funds’ and Portfolios’ Boards. You may obtain a description of these policies and procedures and information on how the Funds or Portfolios voted proxies relating to portfolio securities during the most recent 12 month period ended June 30, without charge, upon request, by calling 1-800-262-1122. This description is also available on the SEC’s website at www.sec.gov.

Eaton Vance Global Macro Absolulte Return Fund as of October 31, 2009
MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE

Economic and Market Conditions

Mark S. Venezia, CFA
Co-Portfolio Manager

• The year ending October 31, 2009, closed with economic data showing a modest rebound in global economic fundamentals. For the markets, this rebound was a welcome change after witnessing a freefall in world economic output for the first two quarters of this period, followed by a slowdown in the pace of economic deterioration in the subsequent quarter. As signs of improving economic fundamentals began to emerge, investors’ aversion to risk reversed course and the capital markets staged a comeback.

• In the aftermath of the Lehman Brothers collapse in late 2008, with credit markets at a virtual standstill and global economic activity in decline, prices on riskier assets remained depressed. The last three months of 2008 were marked by the outperformance of U.S. Government securities, relative to other asset classes, and a strong U.S. dollar, which were viewed as safe havens amidst the economic downturn. Credit markets, however, rallied sharply in the final two quarters of this twelve month period, and currencies in both developed and emerging markets rose against the dollar.

• Amidst historic levels of central bank and government intervention, yield spreads across virtually all fixed income markets have tightened substantially, producing extraordinary returns in the riskier credit markets during the last six months of this 12 month period. A similar return story played out in the currency markets, as the higher yielding emerging market currencies, and currencies of commodity exporting countries, outperformed during the second half of the fiscal year.

Past performance is no guarantee of future results. Returns are historical and are calculated by determining the percentage change in net asset value or offering price (as applicable) with all distributions reinvested. Investment return and principal value will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Performance is for the stated time period only; due to market volatility, the Fund’s current performance may be lower or higher than the quoted return. For performance as of the most recent month end, please refer to www.eatonvance.com.

Fund shares are not insured by the FDIC and are not deposits or other obligations of, or guaranteed by, any depository institution. Shares are subject to investment risks, including possible loss of principal invested.

Management Discussion

John R. Baur
Co-Portfolio Manager

Michael A. Cirami, CFA
Co-Portfolio Manager

• The Fund¹ seeks to provide total return through exposure to currencies and foreign and domestic interest rates and issuers. Such exposure may be achieved by investing in securities and other instruments as well as through derivative transactions. Foreign exposures include both developed and emerging markets. The Fund may borrow under the Term Asset-Backed Loan Facility (TALF) program (and any other similar non-recourse loan program).

• The Fund outperformed its benchmark, the BofA Merrill Lynch 3-Month U.S. Treasury Bill Index (the Index), during the fiscal year. In addition to the positive contributions from individual credits and currencies in Europe, Latin America, and Asia, the Fund’s performance benefited significantly from its positions in U.S. government agency mortgage-backed securities (MBS).

• In Latin America, a region that contributed positively to the Fund’s returns, investments in Brazil and Uruguay were standouts. Brazil’s economy proved particularly resilient during the economic crisis. As a result, the currency rebounded significantly as evidence of that resilience emerged. Uruguay, an exporter to Brazil, not only benefited from Brazil’s

Total Return Performance
10/31/08 – 10/31/09
Class A3	11.53	%
Class C3	0.89	*
Class I3	11.87
BofA Merrill Lynch 3-Month U.S. Treasury Bill Index2	0.30
Lipper Global Income Funds Average2	21.19

* Performance is cumulative since share class inception on 10/1/09.

See page 3 for more performance information.

1	The Fund currently invests in a separately registered investment company, Global Macro Portfolio (the Portfolio), with the same objective and policies as the Fund. References to investments are to the Portfolio’s holdings.
2	It is not possible to invest directly in an Index or Lipper Classification. The Index’s total return does not reflect the commissions or expenses that would have been incurred if an investor individually purchased or sold the securities represented in the Index. The Lipper total return is the average total return, at net asset value, of the funds that are in the same Lipper Classification as the Fund.
3	These returns do not include the 4.75% maximum sales charge for the Fund’s Class A shares or the applicable contingent deferred sales charge (CDSC) for Class C shares. If sales charges were deducted, the returns would be lower. Class I shares are offered to certain investors at net asset value.

1

Eaton Vance Global Macro Absolulte Return Fund as of October 31, 2009
MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE

resilience but also its own growth momentum, as the Uruguyan economy avoided recession amidst global economic deterioration.

• Investments in Eastern and Western Europe also contributed positively to the Fund’s performance. The Fund benefited from bond positions in Georgia, Macedonia, Kazakhstan, and Turkey, as well as long exposure to US dollar-denominated bonds in Iceland. In Iceland, bonds rebounded from the lows seen in 2008 during the collapse of the banking sector. Bonds in Turkey benefited from aggressive rate cuts by the central bank, bringing yields to historic lows. Offsetting those positives slightly was a long position in the Polish Zloty, which detracted from performance, primarily in the first half of the year, as it moved with general market sentiment.

• Standouts in the Fund’s Asian exposures were Indonesia and South Korea. Due in part to a closed economy, Indonesia was sheltered from the economic downturn more than most of its Asian counterparts. Additionally Indonesia benefited as political stability was reinforced when President Yudhoyono was overwhelmingly reelected. South Korea, as an exporter with high susceptibility to external capital flows, was hurt by the global crisis but benefited significantly with the first signs of improvement. Offsetting those gains were losses on short positions in the Philippines, reflecting a stronger-than-expected Philippine economy.

• While the Fund benefited from positions in Egyptian T-Bills and Zambian currency, the performance in the African region was overwhelmed by the negative performance of a short position in South African currency. Like many other relatively risky investments, the South African rand rallied substantially in the second half of the fiscal year.

• The Fund’s MBS holdings remained focused on seasoned, fixed rate, U.S. government agency MBS (seasoned MBS). In the seasoned MBS market, yield spreads to U.S. Treasuries tightened by more than 140 basis points, contributing significantly to the Fund’s outperformance. Principal prepayment rates on these securities were relatively stable for the entire period, paying consistently at an annualized rate in the low teens.

• The Fund’s duration declined during the year to 1.57 years at October 31, 2009 from 1.61 years at October 31, 2008. Duration is a measure of the sensitivity of a fund or a fixed-income security to changes in interest rates. A shorter duration instrument normally has less exposure to interest rate risk than longer duration instruments

• Effective July 1, 2009, the Fund’s name was changed to Eaton Vance Global Macro Absolute Return Fund from Eaton Vance Global Macro Fund.

Portfolio Composition

Securities Holdings (excludes derivative positions)¹

By total net assets

¹ Securities Holdings reflect the Portfolio’s securities positions as of 10/31/09. For International and Emerging Market currency exposures, please refer to the Currency Positions table below.

Currency Positions²

By total net assets

Egypt	5.3	%
Lebanon	4.8
India	4.0
Poland	2.8
Turkey	2.8
Indonesia	1.8
Norway	1.8
Mexico	1.7
South Korea	1.5
China	1.3
Zambia	1.3
Ukraine	1.3
Brazil	1.0
Serbia	0.9
Russia	0.9
Malaysia	0.9
Iceland	0.8
Australia	0.8
Ghana	0.7
Uruguay	0.6
Colombia	0.5
Sweden	0.4
United Arab Emirates	0.4
Chile	0.3
Costa Rica	0.1
Hong Kong	0.1
Sri Lanka	-0.1
Japan	-0.4
Kazakhstan	-1.1
South Africa	-2.1
Euro	-7.4

² Currency Positions reflect the Portfolio’s investments as of 10/31/09. Currency exposures include all foreign exchange denominated assets and all currency derivatives. As of 10/31/09, Foreign Long Derivatives were 29.2%; Other Foreign Short Derivatives were 29.5%. All numbers are a percentage of net assets. Total exposures may exceed 100% due to implicit leverage created by derivatives.

The views expressed throughout this report are those of the portfolio managers and are current only through the end of the period of the report as stated on the cover. These views are subject to change at any time based upon market or other conditions, and the investment adviser disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a fund are based on many factors, may not be relied on as an indication of trading intent on behalf of any Eaton Vance fund. Portfolio information provided in the report may not be representative of the Portfolio’s current or future investments and may change due to active management.

2

Eaton Vance Global Macro Absolulte Return Fund as of October 31, 2009
FUND PERFORMANCE

The line graphs and table set forth below provide information about the Fund’s performance. The line graphs compare the performance of Class A, Class C and Class I of the Fund with that of the BofA Merrill Lynch 3-Month U.S. Treasury Bill Index, an unmanaged market index of U.S. Treasury securities maturing in 90 days that assumes reinvestment of all income. The lines on the graphs represent the total returns of a hypothetical investment of $10,000 in each of Class A, Class C and Class I of the Fund and the BofA Merrill Lynch 3-Month U.S. Treasury Bill Index. The table includes the total returns of each Class of the Fund at net asset value and maximum public offering price. The performance presented below does not reflect the deduction of taxes, if any, that a shareholder would pay on distributions or redemptions of Fund shares.

Fund Performance1	Class A			Class C			Class I
Share Class Symbols	EAGMX			ECGMX			EIGMX
Average Annual Total Returns (at net asset value)
One Year		11.53	%		N.A.			11.87	%
Life of Fund †		7.86			0.89	%††		8.10
SEC Average Annual Total Returns (including sales charge or applicable CDSC)
One Year		6.24	%		N.A.			11.87	%
Life of Fund†		5.64			-0.11	%††		8.10

†	Inception Dates – Class A: 6/27/07; Class C: 10/1/09; Class I: 6/27/07.
††	Returns are cumulative since inception of the share class.
1	Average Annual Total Returns do not include the 4.75% maximum sales charge for Class A shares or the applicable contingent deferred sales charge (CDSC) for Class C shares. If sales charges were deducted, the returns would be lower. SEC Average Annual Total Returns for Class A reflect the maximum 4.75% sales charge. SEC Returns for Class C reflect a 1% CDSC for the first year. Class I shares are offered to certain investors at net asset value. Absent an allocation of expenses to the administrator, the returns would be lower.

Total Annual
Operating Expenses2	Class A			Class C			Class I
Gross Expense Ratio		1.43	%		2.13	%		1.13	%
Net Expense Ratio		1.20			1.90			0.90

² Source: Prospectus dated 3/01/09, as supplemented. The Net Expense Ratio reflects a contractual expense limitation that continues through February 28, 2010. Thereafter, the expense limitation may be changed or terminated at any time. Without this expense limitation, the returns would be lower.

Past performance is no guarantee of future results. Returns are historical and are calculated by determining the percentage change in net asset value or offering price (as applicable) with all distributions reinvested. Investment return and principal value will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Performance is for the stated time period only; due to market volatility, the Fund’s current performance may be lower or higher than the quoted return. For performance as of the most recent month end, please refer to www.eatonvance.com.

*	Source: Lipper Inc. Class A and Class I of the Fund commenced operations on 6/27/07. Class C of the Fund commenced operations on 10/1/09.
	It is not possible to invest directly in an Index. The Index’s total return does not reflect the commissions or expenses that would have been incurred if an investor individually purchased or sold the securities represented in the Index. Index data is available as of month end only.

3

Eaton Vance Global Macro Absolute Return Fundas of October 31, 2009

FUND EXPENSES

Example: As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchases and redemption fees (if applicable); and (2) ongoing costs, including management fees; distribution or service fees; and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 2009 – October 31, 2009).

Actual Expenses: The first section of the table below provides information about actual account values and actual expenses. You may use the information in this section, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first section under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes: The second section of the table below provides information about hypothetical account values and hypothetical expenses based on the actual Fund expense ratio and an assumed rate of return of 5% per year (before expenses), which is not the actual return of the Fund. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in your Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads) or redemption fees (if applicable). Therefore, the second section of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would be higher.

Eaton Vance Global Macro Absolute Return Fund

	Beginning Account Value		Ending Account Value		Expenses Paid During Period
	(5/1/09)		(10/31/09)		(5/1/09 – 10/31/09)
Actual*
Class A		$1,000.00		$1,073.20		$6.74	***
Class C		$1,000.00		$1,008.90		$1.68	***
Class I		$1,000.00		$1,074.80		$5.18	***
Hypothetical**
(5% return per year before expenses)
Class A		$1,000.00		$1,018.70		$6.56	***
Class C		$1,000.00		$1,015.30		$10.01	***
Class I		$1,000.00		$1,020.20		$5.04	***

*	Class C had not commenced operations as of May 1, 2009. Actual expenses are equal to the Fund’s annualized expense ratio of 1.29% for Class A shares, 1.97% for Class C shares, and 0.99% for Class I shares, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period); 31/365 for Class C (to reflect the period from commencement of operations on October 1, 2009 to October 31, 2009). The Example assumes that the $1,000 was invested at the net asset value per share determined at the close of business on April 30, 2009 (September 30, 2009 for Class C).
**	Hypothetical expenses are equal to the Fund’s annualized expense ratio of 1.29% for Class A shares, 1.97% for Class C shares, and 0.99% for Class I shares, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period). The Example assumes that the $1,000 was invested at the net asset value per share determined at the close of business on April 30, 2009. The Example reflects the expenses of both the Fund and the Portfolio.
***	Absent an allocation of expense to the administrator, expenses would be higher.

4

Eaton Vance Global Macro Absolute Return Fundas of October 31, 2009

FINANCIAL STATEMENTS

Statement of Assets and Liabilities

As of October 31, 2009
Assets
Investment in Global Macro Portfolio, at value (identified cost, $362,993,347)	$	369,362,120
Receivable for Fund shares sold		31,878,333
Receivable from affiliate		75,209
Total assets	$	401,315,662
Liabilities
Payable for Fund shares redeemed	$	4,504,660
Distributions payable		362,166
Payable to affiliates:
Distribution and service fees		58,555
Trustees’ fees		42
Accrued expenses		67,577
Total liabilities	$	4,993,000
Net Assets	$	396,322,662
Sources of Net Assets
Paid-in capital	$	392,301,245
Accumulated net realized loss from Portfolio		(4,953,269	)
Accumulated undistributed net investment income		2,605,913
Net unrealized appreciation from Portfolio		6,368,773
Total	$	396,322,662
Class A Shares
Net Assets	$	209,714,056
Shares Outstanding		20,247,834
Net Asset Value and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	10.36
Maximum Offering Price Per Share
(100 ¸ 95.25 of net asset value per share)	$	10.88
Class C Shares
Net Assets	$	39,020,102
Shares Outstanding		3,768,877
Net Asset Value and Offering Price Per Share*
(net assets ¸ shares of beneficial interest outstanding)	$	10.35
Class I Shares
Net Assets	$	147,588,504
Shares Outstanding		14,270,553
Net Asset Value, Offering Price and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	10.34

On sales of $25,000 or more, the offering price of Class A shares is reduced.

*  Redemption price per share is equal to the net asset value less any applicable contingent deferred sales charge.

Statement of Operations

For the Year Ended
October 31, 2009
Investment Income
Interest allocated from Portfolio (net of foreign taxes, $34,227)	$	6,214,596
Dividends allocated from Portfolio		22,110
Expenses allocated from Portfolio		(791,560	)
Total investment income from Portfolio	$	5,445,146
Expenses
Distribution and service fees
Class A	$	201,239
Class C		10,310
Trustees’ fees and expenses		287
Custodian fee		34,432
Transfer and dividend disbursing agent fees		103,704
Legal and accounting services		37,653
Printing and postage		72,693
Registration fees		94,746
Miscellaneous		9,197
Total expenses	$	564,261
Deduct —
Expense reduction by affiliate	$	128,733
Total expense reductions	$	128,733
Net expenses	$	435,528
Net investment income	$	5,009,618
Realized and Unrealized Gain (Loss) from Portfolio
Net realized gain (loss) —
Investment transactions	$	(174,037	)
Securities sold short		(4,847	)
Financial futures contracts		(49,658	)
Swap contracts		(91,757	)
Foreign currency and forward foreign currency exchange contract transactions		(544,667	)
Net realized loss	$	(864,966	)
Change in unrealized appreciation (depreciation) —
Investments	$	10,220,968
Securities sold short		(146,125	)
Financial futures contracts		(114,868	)
Swap contracts		(824,615	)
Written options		54,669
Foreign currency and forward foreign currency exchange contracts		(762,504	)
Net change in unrealized appreciation (depreciation)	$	8,427,525
Net realized and unrealized gain	$	7,562,559
Net increase in net assets from operations	$	12,572,177

See notes to financial statements

5

Eaton Vance Global Macro Absolute Return Fundas of October 31, 2009

FINANCIAL STATEMENTS CONT’D

Statements of Changes in Net Assets

Increase (Decrease)	Year Ended			Year Ended
in Net Assets	October 31, 2009			October 31, 2008
From operations —
Net investment income	$	5,009,618		$	955,955
Net realized loss from investment transactions, financial futures contracts, swap contracts, and foreign currency and forward foreign currency exchange contract transactions		(864,966	)		(111,668	)
Net change in unrealized appreciation (depreciation) from investments, securities sold short, financial futures contracts, swap contracts, written options, foreign currency and forward foreign currency exchange contracts		8,427,525			(2,059,035	)
Net increase (decrease) in net assets from operations	$	12,572,177		$	(1,214,748	)
Distributions to shareholders —
From net investment income
Class A	$	(3,735,376	)	$	(803,464	)
Class C		(33,894	)		—
Class I		(2,283,497	)		(224,233	)
From net realized gain
Class A		(34,920	)		(142,661	)
Class I		(17,362	)		(60,966	)
Total distributions to shareholders	$	(6,105,049	)	$	(1,231,324	)
Transactions in shares of beneficial interest —
Proceeds from sale of shares
Class A	$	227,569,607		$	42,583,546
Class C		39,059,030			—
Class I		135,261,458			17,174,634
Net asset value of shares issued to shareholders in payment of distributions declared
Class A		3,060,089			879,628
Class C		24,318			—
Class I		1,771,888			218,239
Cost of shares redeemed
Class A		(63,209,609	)		(3,496,420	)
Class C		(34,799	)		—
Class I		(8,114,565	)		(481,015	)
Net increase in net assets from Fund share transactions	$	335,387,417		$	56,878,612
Net increase in net assets	$	341,854,545		$	54,432,540
	Year Ended			Year Ended
Net Assets	October 31, 2009			October 31, 2008
At beginning of year	$	54,468,117		$	35,577
At end of year	$	396,322,662		$	54,468,117
Accumulated undistributed (distributions in excess of) net investment income included in net assets
At end of year	$	2,605,913		$	(435,115	)

See notes to financial statements

6

Eaton Vance Global Macro Absolute Return Fundas of October 31, 2009

FINANCIAL STATEMENTS CONT’D

Financial Highlights

	Class A
	Year Ended October 31,
							Period Ended
	2009			2008			October 31, 2007(1)
Net asset value — Beginning of period	$	9.830		$	10.220		$	10.000
Income (Loss) From Operations
Net investment income(2)	$	0.460		$	0.499		$	0.123
Net realized and unrealized gain (loss)		0.649			(0.247	)		0.201
Total income from operations	$	1.109		$	0.252		$	0.324
Less Distributions
From net investment income	$	(0.571	)	$	(0.605	)	$	(0.225	)
From net realized gain		(0.008	)		(0.037	)		—
Total distributions	$	(0.579	)	$	(0.642	)	$	(0.225	)
Capital contribution from administrator(2)	$	—		$	—		$	0.121
Net asset value — End of period	$	10.360		$	9.830		$	10.220
Total Return(3)		11.53	%		2.49	%		4.50	%(4)(5)
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$	209,714		$	38,178		$	25
Ratios (as a percentage of average daily net assets):
Expenses excluding interest and fees(6)(7)(8)		1.18	%		1.10	%		1.05	%(9)
Interest expense(10)		0.06	%		—			—
Total expenses(6)(7)(8)		1.24	%		1.10	%		1.05	%((9)
Net investment income		4.56	%		4.90	%		3.55	%(9)
Portfolio Turnover of the Portfolio		25	%		26	%		45	%((9)

(1)	For the period from the start of business, June 27, 2007, to October 31, 2007.
(2)	Computed using average shares outstanding.
(3)	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.
(4)	Absent a capital contribution by the administrator for the period from the start of business, June 27, 2007, to October 31, 2007, total return would have been 3.99%.
(5)	Not annualized.
(6)	Includes the Fund’s share of the Portfolio’s allocated expenses.
(7)	Excludes the effect of custody fee credits, if any, of less than 0.005%.
(8)	The administrator subsidized certain operating expenses (equal to 0.12%, 0.33% and 673.39% of average daily net assets for the years ended October 31, 2009 and 2008, and the period from the start of business, June 27, 2007, to October 31, 2007, respectively).
(9)	Annualized.
(10)	Interest expense relates to interest on securities sold short.

See notes to financial statements

7

Eaton Vance Global Macro Absolute Return Fundas of October 31, 2009

FINANCIAL STATEMENTS CONT’D

Financial Highlights

	Class C
	Period Ended
	October 31, 2009(1)
Net asset value — Beginning of period	$	10.300
Income (Loss) From Operations
Net investment loss(2)	$	(0.012	)
Net realized and unrealized gain		0.104
Total income from operations	$	0.092
Less Distributions
From net investment income	$	(0.042	)
From net realized gain		—
Total distributions	$	(0.042	)
Net asset value — End of period	$	10.350
Total Return(3)		0.89	%(4)
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$	39,020
Ratios (as a percentage of average daily net assets):
Expenses excluding interest and fees(5)(6)(7)		1.90	%(8)
Interest expense(9)		0.07	%(8)
Total expenses(5)(6)(7)		1.97	%(8)
Net investment loss		(1.41	)%(8)
Portfolio Turnover of the Portfolio		25	%(10)

(1)	For the period from commencement of operations on October 1, 2009 to October 31, 2009.
(2)	Computed using average shares outstanding.
(3)	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.
(4)	Not annualized.
(5)	Includes the Fund’s share of the Portfolio’s allocated expenses.
(6)	Excludes the effect of custody fee credits, if any, of less than 0.005%.
(7)	The administrator subsidized certain operating expenses (equal to 0.08% of average daily net assets for the period ended October 31, 2009).
(8)	Annualized.
(9)	Interest expense relates to interest on securities sold short.
(10)	For the Portfolio’s year ended October 31, 2009.

See notes to financial statements

8

Eaton Vance Global Macro Absolute Return Fundas of October 31, 2009

FINANCIAL STATEMENTS CONT’D

Financial Highlights

	Class I
	Year Ended October 31,
							Period Ended
	2009			2008			October 31, 2007(1)
Net asset value — Beginning of period	$	9.820		$	10.210		$	10.000
Income (Loss) From Operations
Net investment income(2)	$	0.504		$	0.464		$	0.146
Net realized and unrealized gain (loss)		0.623			(0.181	)		0.243
Total income from operations	$	1.127		$	0.283		$	0.389
Less Distributions
From net investment income	$	(0.599	)	$	(0.636	)	$	(0.235	)
From net realized gain		(0.008	)		(0.037	)		—
Total distributions	$	(0.607	)	$	(0.673	)	$	(0.235	)
Capital contribution from administrator(2)	$	—		$	—		$	0.056
Net asset value — End of period	$	10.340		$	9.820		$	10.210
Total Return(3)		11.87	%		2.69	%		4.50	%(4)(5)
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$	147,589		$	16,291		$	10
Ratios (as a percentage of average daily net assets):
Expenses excluding interest and fees(6)(7)(8)		0.88	%		0.80	%		0.75	%(9)
Interest expense(10)		0.06	%		—			—
Total expenses(6)(7)(8)		0.94	%		0.80	%		0.75	%(9)
Net investment income		5.01	%		4.59	%		4.15	%(9)
Portfolio Turnover of the Portfolio		25	%		26	%		45	%(5)

(1)	For the period from the start of business, June 27, 2007, to October 31, 2007.
(2)	Computed using average shares outstanding.
(3)	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested.
(4)	Absent a capital contribution by the administrator for the period from the start of business, June 27, 2007, to October 31, 2007, total return would have been 3.99%.
(5)	Not annualized.
(6)	Includes the Fund’s share of the Portfolio’s allocated expenses.
(7)	Excludes the effect of custody fee credits, if any, of less than 0.005%.
(8)	The administrator subsidized certain operating expenses (equal to 0.12%, 0.33% and 673.39% of average daily net assets for the years ended October 31, 2009 and 2008, and the period from the start of business, June 27, 2007, to October 31, 2007, respectively).
(9)	Annualized.
(10)	Interest expense relates to interest on securities sold short.

See notes to financial statements

9

Eaton Vance Global Macro Absolute Return Fundas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS

1Significant Accounting Policies

Eaton Vance Global Macro Absolute Return Fund (formerly, Eaton Vance Global Macro Fund) (the Fund) is a non-diversified series of Eaton Vance Mutual Funds Trust (the Trust). The Trust is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company. The Fund offers three classes of shares. Class A shares are generally sold subject to a sales charge imposed at time of purchase. Class C shares are sold at net asset value and are generally subject to a contingent deferred sales charge (see Note 5). Class I shares are sold at net asset value and are not subject to a sales charge. Each class represents a pro-rata interest in the Fund, but votes separately on class-specific matters and (as noted below) is subject to different expenses. Realized and unrealized gains and losses are allocated daily to each class of shares based on the relative net assets of each class to the total net assets of the Fund. Net investment income, other than class-specific expenses, is allocated daily to each class of shares based upon the ratio of the value of each class’s paid shares to the total value of all paid shares. Each class of shares differs in its distribution plan and certain other class-specific expenses. The Fund invests all of its investable assets in interests in Global Macro Portfolio (the Portfolio), a New York trust, having the same investment objective and policies as the Fund. The value of the Fund’s investment in the Portfolio reflects the Fund’s proportionate interest in the net assets of the Portfolio (28.0% at October 31, 2009). The performance of the Fund is directly affected by the performance of the Portfolio. The financial statements of the Portfolio, including the portfolio of investments, are included elsewhere in this report and should be read in conjunction with the Fund’s financial statements.

The following is a summary of significant accounting policies of the Fund. The policies are in conformity with accounting principles generally accepted in the United States of America. A source of authoritative accounting principles applied in the preparation of the Fund’s financial statements is the Financial Accounting Standards Board (FASB) Accounting Standards Codification (the Codification), which superseded existing non-Securities and Exchange Commission accounting and reporting standards for interim and annual reporting periods ending after September 15, 2009. The adoption of the Codification for the current reporting period did not impact the Fund’s application of generally accepted accounting principles.

AInvestment Valuation — Valuation of securities by the Portfolio is discussed in Note 1A of the Portfolio’s Notes to Financial Statements, which are included elsewhere in this report.

BIncome — The Fund’s net investment income or loss consists of the Fund’s pro-rata share of the net investment income or loss of the Portfolio, less all actual and accrued expenses of the Fund.

CFederal Taxes — The Fund’s policy is to comply with the provisions of the Internal Revenue Code applicable to regulated investment companies and to distribute to shareholders each year substantially all of its net investment income, and all or substantially all of its net realized capital gains. Accordingly, no provision for federal income or excise tax is necessary.

At October 31, 2009, the Fund, for federal income tax purposes, had a capital loss carryforward of $4,585,883 which will reduce its taxable income arising from future net realized gains on investment transactions, if any, to the extent permitted by the Internal Revenue Code, and thus will reduce the amount of distributions to shareholders, which would otherwise be necessary to relieve the Fund of any liability for federal income or excise tax. Such capital loss carryforward will expire on October 31, 2017.

As of October 31, 2009, the Fund had no uncertain tax positions that would require financial statement recognition, de-recognition, or disclosure. Each of the Fund’s federal tax returns filed since the start of business on June 27, 2007 to October 31, 2009 remains subject to examination by the Internal Revenue Service.

DExpenses — The majority of expenses of the Trust are directly identifiable to an individual fund. Expenses which are not readily identifiable to a specific fund are allocated taking into consideration, among other things, the nature and type of expense and the relative size of the funds.

EExpense Reduction — State Street Bank and Trust Company (SSBT) serves as custodian of the Fund. Pursuant to the custodian agreement, SSBT receives a fee reduced by credits, which are determined based on the average daily cash balance the Fund maintains with SSBT. All credit balances, if any, used to reduce the Fund’s custodian fees are reported as a reduction of expenses in the Statement of Operations.

FUse 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.

10

Eaton Vance Global Macro Absolute Return Fundas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

GIndemnifications — Under the Trust’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 Fund, and shareholders are indemnified against personal liability for the obligations of the Trust. Additionally, in the normal course of business, the Fund enters into agreements with service providers that may contain indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred.

HOther — Investment transactions are accounted for on a trade date basis. Dividends to shareholders are recorded on the ex-dividend date.

2Distributions to Shareholders

The Fund declares dividends daily to shareholders of record at the time of declaration. Distributions are generally paid monthly. Distributions of realized capital gains (reduced by available capital loss carryforwards from prior years, if any) are made at least annually. Distributions are declared separately for each class of shares. Shareholders may reinvest income and capital gain distributions in additional shares of the same class of the Fund at the net asset value as of the reinvestment date or, at the election of the shareholder, receive distributions in cash. The Fund distinguishes between distributions on a tax basis and a financial reporting basis. Accounting principles generally accepted in the United States of America require that only distributions in excess of tax basis earnings and profits be reported in the financial statements as a return of capital. Permanent differences between book and tax accounting relating to distributions are reclassified to paid-in capital. For tax purposes, distributions from short-term capital gains are considered to be from ordinary income.

The tax character of distributions declared for the years ended October 31, 2009 and October 31, 2008 was as follows:

	Year Ended October 31,
	2009		2008
Distributions declared from:
Ordinary income	$	6,052,767	$	1,027,697
Long-term capital gains	$	52,282	$	203,627

During the year ended October 31, 2009, accumulated net realized loss was increased by $4,084,177 and accumulated undistributed net investment income was increased by $4,084,177 due to differences between book and tax accounting, primarily for foreign currency gain (loss), swap contracts, premium amortization and paydown gain (loss). These reclassifications had no effect on the net assets or net asset value per share of the Fund.

As of October 31, 2009, the components of distributable earnings (accumulated losses) and unrealized appreciation (depreciation) on a tax basis were as follows:

Undistributed ordinary income	$	3,538,027
Capital loss carryforward	$	(4,585,883	)
Net unrealized appreciation	$	5,431,439
Other temporary differences	$	(362,166	)

The differences between components of distributable earnings (accumulated losses) on a tax basis and the amounts reflected in the Statement of Assets and Liabilities are primarily due to foreign currency gain (loss), forward currency transactions, futures contracts, swap contracts, premium amortization, partnership allocations and timing of recognizing distributions to shareholders.

3Investment Adviser Fee and Other Transactions with Affiliates

The investment adviser fee is earned by Eaton Vance Management (EVM) as compensation for investment advisory services rendered to the Fund. The fee is computed at an annual rate of 0.615% of the Fund’s average daily net assets that are not invested in other investment companies for which EVM or its affiliates serve as investment adviser or administrator (“Investable Assets”) up to $500 million and is payable monthly. On net assets of $500 million and over that are invested in Investable Assets, the annual fee is reduced. For the year ended October 31, 2009, the Fund incurred no adviser fee on Investable Assets. To the extent the Fund’s assets are invested in the Portfolio, the Fund is allocated its share of the Portfolio’s adviser fee. The Portfolio has engaged Boston Management and Research (BMR), a subsidiary of EVM, to render investment advisory services. See Note 2 of the Portfolio’s Notes to Financial Statements which are included elsewhere in this report. EVM also serves as the administrator to the Fund, but receives no compensation. Effective March 1, 2009, EVM has agreed to reimburse the Fund’s operating expenses to the extent that they exceed 1.20%, 1.90% and 0.90% annually of the Fund’s average daily net assets for Class A, Class C and Class I, respectively. This agreement may be changed or terminated after February 28, 2010. Prior to March 1, 2009, EVM had agreed to reduce the Fund’s operating expenses to the extent that they exceeded 1.10% and 0.80% annually of the Fund’s average daily net assets for Class A and Class I, respectively. Pursuant to this agreement, EVM was allocated $128,733 of the Fund’s operating expenses for the year ended October 31, 2009.

EVM serves as the sub-transfer agent of the Fund and receives from the transfer agent an aggregate fee based upon the actual expenses incurred by EVM in the performance of these services. For the year ended October 31, 2009, EVM earned $6,975 in sub-transfer

11

Eaton Vance Global Macro Absolute Return Fundas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

agent fees. The Fund was informed that Eaton Vance Distributors, Inc. (EVD), an affiliate of EVM and the Fund’s principal underwriter, received $105,264 as its portion of the sales charge on sales of Class A shares for the year ended October 31, 2009. EVD also received distribution and service fees from Class A and Class C shares (see Note 4) and contingent deferred sales charges (see Note 5).

Except for Trustees of the Fund and the Portfolio who are not members of EVM’s or BMR’s organizations, officers and Trustees receive remuneration for their services to the Fund out of the investment adviser fee. Certain officers and Trustees of the Fund and the Portfolio are officers of the above organizations.

4Distribution Plans

The Fund has in effect a distribution plan for Class A shares (Class A Plan) and Class C shares (Class C Plan) pursuant to Rule 12b-1 under the 1940 Act. The Class A Plan provides that the Fund will pay EVD a distribution and service fee of 0.30% per annum of its average daily net assets attributable to Class A shares for distribution services and facilities provided to the Fund by EVD, as well as for personal services and/or the maintenance of shareholder accounts. Distribution and service fees paid or accrued to EVD for the year ended October 31, 2009 amounted to $201,239 for Class A shares. The Class C Plan requires the Fund to pay EVD amounts equal to 0.75% per annum of its average daily net assets attributable to Class C shares for providing ongoing distribution services and facilities to the Fund. For the year ended October 31, 2009, the Fund paid or accrued to EVD $7,733 for Class C shares, representing 0.75% (annualized) of the average daily net assets of Class C shares.

The Class C Plan also authorizes the Fund to make payments of service fees to EVD, financial intermediaries and other persons in amounts not exceeding 0.25% per annum of its average daily net assets attributable to that class. Service fees paid or accrued are for personal services and/or the maintenance of shareholder accounts. Service fees paid or accrued for the year ended October 31, 2009 amounted to $2,577 for Class C shares.

5Contingent Deferred Sales Charges

A contingent deferred sales charge (CDSC) of 1% generally is imposed on redemptions of Class C shares made within one year of purchase. Class A shares may be subject to a 1% CDSC if redeemed within 18 months of purchase (depending on the circumstances of purchase). Generally, the CDSC is based upon the lower of the net asset value at date of redemption or date of purchase. No charge is levied on shares acquired by reinvestment of dividends or capital gain distributions. No CDSC is levied on shares which have been sold to EVM or its affiliates or to their respective employees or clients and may be waived under certain other limited conditions. CDSCs received on Class C redemptions are paid to EVD to reduce the amount of Uncovered Distribution Charges calculated under the Fund’s Class C Plan. CDSCs received on Class C redemptions when no Uncovered Distribution Charges exist are credited to the Fund. For the year ended October 31, 2009, the Fund was informed that EVD received approximately $174 of CDSCs paid by Class A shareholders.

6Investment Transactions

For the year ended October 31, 2009, increases and decreases in the Fund’s investment in the Portfolio aggregated $325,489,811 and $23,426,279, respectively.

7Shares of Beneficial Interest

The Fund’s Declaration of Trust permits the Trustees to issue an unlimited number of full and fractional shares of beneficial interest (without par value). Such shares may be issued in a number of different series (such as the Fund) and classes. Transactions in Fund shares were as follows:

	Year Ended October 31,
Class A	2009			2008
Sales		22,212,530			4,139,596
Issued to shareholders electing to receive payments of distributions in Fund shares		303,499			86,745
Redemptions		(6,151,561	)		(345,456	)
Net increase		16,364,468			3,880,885
	Period Ended
Class C	October 31, 2009(1)
Sales		3,769,885
Issued to shareholders electing to receive payments of distributions in Fund shares		2,350
Redemptions		(3,358	)
Net increase		3,768,877
	Year Ended October 31,
Class I	2009			2008
Sales		13,236,066			1,684,471
Issued to shareholders electing to receive payments of distributions in Fund shares		175,694			21,726
Redemptions		(800,740	)		(47,664	)
Net increase		12,611,020			1,658,533

(1) For the period from commencement of operations on October 1, 2009 to October 31, 2009.

12

Eaton Vance Global Macro Absolute Return Fundas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

8Name Change

Effective July 1, 2009, the name of Eaton Vance Global Macro Absolute Return Fund was changed from Eaton Vance Global Macro Fund.

9Reviews for Subsequent Events

In connection with the preparation of the financial statements of the Fund as of and for the year ended October 31, 2009, events and transactions subsequent to October 31, 2009 through December 23, 2009, the date the financial statements were issued, have been evaluated by the Fund’s management for possible adjustment and/or disclosure. Management has not identified any subsequent events requiring financial statement disclosure as of the date these financial statements were issued.

13

Eaton Vance Global Macro Absolute Return Fundas of October 31, 2009

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Trustees of Eaton Vance Mutual Funds Trust
and Shareholders of Eaton Vance Global Macro
Absolute Return Fund (formerly Eaton Vance
Global Macro Fund):

We have audited the accompanying statement of assets and liabilities of Eaton Vance Global Macro Absolute Return Fund (the “Fund”) (formerly Eaton Vance Global Macro Fund) (one of the funds constituting Eaton Vance Mutual Funds Trust) as of October 31, 2009, 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 financial highlights for each of the two years in the period then ended and the period from the start of business, June 27, 2007, to October 31, 2007. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the 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 financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Eaton Vance Global Macro Absolute Return Fund as of October 31, 2009, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the two years in the period then ended and the period from the start of business, June 27, 2007, to October 31, 2007, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 23, 2009

14

Eaton Vance Global Macro Absolute Return Fundas of October 31, 2009

FEDERAL TAX INFORMATION (Unaudited)

The Form 1099-DIV you receive in January 2010 will show the tax status of all distributions paid to your account in calendar year 2009. Shareholders are advised to consult their own tax adviser with respect to the tax consequences of their investment in the Fund. As required by the Internal Revenue Code regulations, shareholders must be notified within 60 days of the Fund’s fiscal year end regarding the status of qualified dividend income and capital gains dividends.

Qualified Dividend Income. The Fund designates $21,510 or up to the maximum amount of such dividends allowable pursuant to the Internal Revenue Code, as qualified dividend income eligible for the reduced tax rate of 15%.

Capital Gains Dividends. The Fund designates $52,282 as a capital gain dividend.

15

Global Macro Portfolioas of October 31, 2009

PORTFOLIO OF INVESTMENTS

Foreign Government Bonds — 9.0%
		Principal
Security		Amount		Value
Brazil — 0.5%
Nota Do Tesouro Nacional, 6.00%, 5/15/15(1)	BRL		11,977,204	$	6,588,517
Total Brazil (identified cost $5,616,391)				$	6,588,517
Congo — 0.1%
Republic of Congo, 3.00%, 6/30/29	USD		2,128,000	$	1,058,680
Total Congo (identified cost $834,856)				$	1,058,680
Costa Rica — 0.1%
Titulo Propiedad Ud, 1.00%, 1/12/22(2)	CRC		2,247,311,409	$	1,707,142
Titulo Propiedad Ud, 1.63%, 7/13/16(3)	CRC		263,302,959		203,278
Total Costa Rica (identified cost $2,609,008)				$	1,910,420
Georgia — 0.4%
Republic of Georgia, 7.50%, 4/15/13	USD		4,764,000	$	4,835,460
Total Georgia (identified cost $3,397,333)				$	4,835,460
Ghana — 0.4%
Ghana Government Bond, 13.00%, 8/2/10	GHS		600,000	$	387,643
Ghana Government Bond, 13.50%, 3/30/10	GHS		980,000		652,556
Ghana Government Bond, 13.67%, 6/11/12(4)	GHS		4,300,000		2,353,740
Ghana Government Bond, 13.69%, 3/15/10	GHS		1,900,000		1,271,076
Total Ghana (identified cost $8,305,683)				$	4,665,015
Ivory Coast — 0.1%
Ivory Coast, 4.00%, 3/31/28(5)	USD		2,296,000	$	1,376,452
Total Ivory Coast (identified cost $848,657)				$	1,376,452
Macedonia — 0.6%
Republic of Macedonia, 4.625%, 12/8/15	EUR		6,594,000	$	8,485,817
Total Macedonia (identified cost $5,650,859)				$	8,485,817
Poland — 0.8%
Poland Government Bond, 3.00%, 8/24/16(6)	PLN		29,900,774	$	9,881,312
Total Poland (identified cost $8,505,430)				$	9,881,312
South Africa — 0.9%
Republic of South Africa, 6.50%, 6/2/14	USD		11,090,000	$	12,143,550
Total South Africa (identified cost $12,230,320)				$	12,143,550
South Korea — 0.3%
Republic of South Korea, 7.125%, 4/16/19	USD		3,770,000	$	4,422,644
Total South Korea
(identified cost $3,735,630)				$	4,422,644
Turkey — 4.2%
Turkey Government Bond, 9.00%, 5/21/14(7)	TRY		12,614,863	$	10,006,296
Turkey Government Bond, 10.00%, 2/15/12(8)	TRY		20,336,004		15,205,500
Turkey Government Bond, 12.00%, 8/14/13(9)	TRY		35,255,303		29,644,240
Total Turkey (identified cost $42,554,990)				$	54,856,036
Uruguay — 0.6%
Republic of Uruguay, 5.00%, 9/14/18(10)	UYU		170,663,510	$	8,454,698
Total Uruguay (identified cost $7,395,946)				$	8,454,698
Total Foreign Government Bonds (identified cost $101,685,103)				$	118,678,601
Foreign Corporate Bonds & Notes — 0.8%
		Principal
Security		Amount		Value
Chile — 0.3%
JPMorgan Chilean Inflation Linked Note, 3.80%, 11/17/15(11)	USD		3,504,414	$	3,703,729
Total Chile (identified cost $3,000,000)				$	3,703,729

See notes to financial statements

16

Global Macro Portfolioas of October 31, 2009

PORTFOLIO OF INVESTMENTS CONT’D

		Principal
Security		Amount		Value
Indonesia — 0.0%
APP Finance VI, 0.00%, 11/18/12(5)	USD		4,000,000	$	20,000
APP Finance VII, 3.50%, 4/30/24(5)	USD		2,000,000		10,000
Total Indonesia (identified cost $3,094,175)				$	30,000
Kazakhstan — 0.5%
Kazkommerts International, 7.875%, 4/7/14(12)	USD		7,500,000	$	6,318,750
Total Kazakhstan (identified cost $6,232,621)				$	6,318,750
Total Foreign Corporate Bonds & Notes (identified cost $12,326,796)				$	10,052,479
Debt Obligations - United States — 63.4%
Corporate Bonds & Notes — 0.1%
		Principal
Security		Amount		Value
Eaton Corp., 8.875%, 6/15/19		$	500,000	$	632,595
Ingersoll-Rand Co., 6.48%, 6/1/25			1,050,000		1,013,598
Total Corporate Bonds & Notes
(identified cost $1,528,795)				$	1,646,193
Collateralized Mortgage Obligations — 7.9%
		Principal
Security		Amount		Value
Federal Home Loan Mortgage Corp.:
Series 4, Class D, 8.00%, 12/25/22		$	435,869	$	437,280
Series 1548, Class Z, 7.00%, 7/15/23			567,395		599,911
Series 1650, Class K, 6.50%, 1/15/24			3,614,091		3,936,055
Series 1817, Class Z, 6.50%, 2/15/26			484,435		517,348
Series 1927, Class ZA, 6.50%, 1/15/27			1,938,642		2,045,051
Series 2127, Class PG, 6.25%, 2/15/29			2,319,417		2,475,780
				$	10,011,425
Federal National Mortgage Association:
Series 1992-180, Class F, 1.431%, 10/25/22(13)		$	1,871,615	$	1,908,715
Series 1993-16, Class Z, 7.50%, 2/25/23			1,843,740		2,070,856
Series 1993-79, Class PL, 7.00%, 6/25/23			1,397,314		1,557,950
Series 1993-104, Class ZB, 6.50%, 7/25/23			582,001		637,777
Series 1993-121, Class Z, 7.00%, 7/25/23			8,965,939		9,997,009
Series 1993-141, Class Z, 7.00%, 8/25/23			1,440,365		1,611,468
Series 1994-42, Class ZQ, 7.00%, 4/25/24			8,880,903		9,912,224
Series 1994-79, Class Z, 7.00%, 4/25/24			1,719,833		1,919,176
Series 1994-89, Class ZQ, 8.00%, 7/25/24			1,215,290		1,399,790
Series 1996-35, Class Z, 7.00%, 7/25/26			448,426		503,799
Series 1998-16, Class H, 7.00%, 4/18/28			1,230,944		1,382,257
Series 1999-25, Class Z, 6.00%, 6/25/29			3,853,032		4,157,582
Series 2000-2, Class ZE, 7.50%, 2/25/30			513,054		579,516
Series 2000-49, Class A, 8.00%, 3/18/27			1,458,246		1,676,762
Series 2001-37, Class GA, 8.00%, 7/25/16			177,538		194,722
Series 2009-48, Class WA, 5.844%, 7/25/39(14)			18,407,444		19,728,297
Series G48, Class Z, 7.10%, 12/25/21			1,428,089		1,579,628
Series G93-1, Class K, 6.675%, 1/25/23			2,080,103		2,287,495
Series G93-31, Class PN, 7.00%, 9/25/23			6,553,115		7,225,636
Series G93-41, Class ZQ, 7.00%, 12/25/23			13,269,148		14,632,287
				$	84,962,946
Government National Mortgage Association:
Series 1996-22, Class Z, 7.00%, 10/16/26		$	1,170,727	$	1,299,690
Series 1999-42, Class Z, 8.00%, 11/16/29			3,025,003		3,437,349
Series 2001-35, Class K, 6.45%, 10/26/23			485,215		530,416
Series 2002-48, Class OC, 6.00%, 9/16/30			4,247,741		4,383,653
				$	9,651,108
Total Collateralized Mortgage Obligations (identified cost $100,068,473)				$	104,625,479
Mortgage Pass-Throughs — 52.1%
		Principal
Security		Amount		Value
Federal Home Loan Mortgage Corp.:
3.003%, with maturity at 2035(15)		$	9,023,361	$	9,319,287
3.568%, with maturity at 2029(15)			1,948,684		1,990,096
4.34%, with maturity at 2030(15)			2,606,128		2,712,001
4.559%, with maturity at 2023(15)			773,682		798,961
5.00%, with various maturities to 2019			10,640,232		11,368,683
5.50%, with various maturities to 2013			9,986,332		10,645,542
6.00%, with various maturities to 2035(16)			72,776,014		78,143,602
6.50%, with various maturities to 2024			7,186,068		7,831,376
7.00%, with various maturities to 2035			14,881,013		16,524,858
7.31%, with maturity at 2026			428,090		483,708
7.50%, with various maturities to 2035			39,843,175		44,923,278
7.95%, with maturity at 2022			612,944		699,998
8.00%, with various maturities to 2030			3,132,258		3,579,880
8.15%, with maturity at 2021			345,268		398,784
8.30%, with maturity at 2021			233,943		267,347
8.47%, with maturity at 2018			275,495		305,605
8.50%, with various maturities to 2028			1,828,016		2,122,801

See notes to financial statements

17

Global Macro Portfolioas of October 31, 2009

PORTFOLIO OF INVESTMENTS CONT’D

	Principal
Security	Amount		Value
Federal Home Loan Mortgage Corp.: (continued)
9.00%, with various maturities to 2027	$	3,518,301	$	4,092,280
9.50%, with various maturities to 2027		366,350		436,678
9.75%, with various maturities to 2020		8,135		9,372
10.00%, with various maturities to 2020		1,226,410		1,408,409
10.50%, with maturity at 2021		596,461		694,294
11.00%, with maturity at 2016		867,194		989,003
13.25%, with maturity at 2013		934		999
			$	199,746,842
Federal National Mortgage Association:
2.688%, with maturity at 2022(15)	$	3,525,507	$	3,604,656
2.723%, with various maturities to 2035(15)		34,256,505		35,143,990
2.787%, with maturity at 2035(15)		7,725,635		7,926,668
2.849%, with various maturities to 2033(15)		26,750,460		27,431,137
2.873%, with maturity at 2025(15)		2,116,494		2,175,840
3.073%, with maturity at 2024(15)		1,690,082		1,744,159
3.691%, with maturity at 2034(15)		5,432,490		5,653,182
3.828%, with maturity at 2035(15)		19,768,945		20,572,049
3.983%, with maturity at 2028(15)		336,153		345,165
4.337%, with maturity at 2023(15)		186,205		192,057
4.419%, with maturity at 2035(15)		14,852,761		15,456,147
5.00%, with various maturities to 2018(16)		28,018,984		29,893,821
5.50%, with various maturities to 2018		4,423,188		4,747,883
6.00%, with various maturities to 2032		9,065,234		9,661,728
6.319%, with maturity at 2032(15)		6,333,113		6,590,393
6.50%, with various maturities to 2030		33,018,537		35,863,176
6.862%, with maturity at 2025(15)		715,405		758,105
7.00%, with various maturities to 2033(16)		70,688,558		78,064,823
7.50%, with various maturities to 2034		30,032,074		33,587,784
8.00%, with various maturities to 2030		10,821,471		12,314,769
8.50%, with various maturities to 2032		16,738,450		19,576,123
9.00%, with various maturities to 2032		3,211,053		3,743,944
9.00%, with maturity at 2010(14)		6,027		6,100
9.046%, with maturity at 2028(14)		1,002,201		1,158,250
9.50%, with various maturities to 2031		5,189,705		6,115,362
10.50%, with maturity at 2029		537,140		643,427
11.00%, with maturity at 2016		61,277		67,706
11.029%, with maturity at 2027(14)		1,040,912		1,203,178
11.50%, with maturity at 2031		775,067		963,098
			$	365,204,720
Government National Mortgage Association:
4.125%, with maturity at 2024(15)	$	831,806	$	859,319
6.50%, with various maturities to 2024		2,874,633		3,131,380
7.00%, with various maturities to 2035		57,443,261		64,033,269
7.50%, with various maturities to 2031		11,239,422		12,729,073
7.75%, with maturity at 2019		40,594		46,125
8.00%, with various maturities to 2034		30,910,826		35,278,295
8.30%, with various maturities to 2020		210,058		236,872
8.50%, with various maturities to 2021		2,052,937		2,323,237
9.00%, with various maturities to 2025		673,550		783,276
9.50%, with various maturities to 2026		2,222,737		2,683,802
			$	122,104,648
Total Mortgage Pass-Throughs
(identified cost $662,999,191)			$	687,056,210
Commercial Mortgage-Backed Securities — 2.7%
	Principal
Security	Amount		Value
CD, Series 2007-CD4, Class A4, 5.322%, 12/11/49	$	3,330,000	$	2,997,255
COMM, Series 2007-C9, Class A4, 5.816%, 12/10/49(14)		5,000,000		4,640,701
GCCFC, Series 2007-GG9, Class A4, 5.444%, 3/10/39		5,000,000		4,473,509
JPMCC, Series 2005-LDP5, Class AM, 5.221%, 12/15/44(14)		9,960,000		8,654,565
JPMCC, Series 2007-LDPX, Class A3, 5.42%, 1/15/49		1,600,000		1,405,416
MLMT, Series 2006-C2, Class A2, 5.756%, 8/12/43(14)		7,000,000		7,068,958
WBCMT, Series 2005-C17, Class A4, 5.083%, 3/15/42(14)		6,000,000		6,018,702
Total Commercial Mortgage-Backed Securities
(identified cost $32,842,394)			$	35,259,106
U.S. Government Agency Bonds — 0.4%
	Principal
Security	Amount		Value
United States Agency for International Development-Israel, 5.50%, 12/4/23	$	5,000,000	$	5,563,135
Total U.S. Government Agency Bonds
(identified cost $5,498,810)			$	5,563,135
U.S. Treasury Obligations — 0.2%
	Principal
Security	Amount		Value
United States Treasury Bond, 7.875%, 2/15/21(16)	$	1,500,000	$	2,081,485
Total U.S. Treasury Obligations
(identified cost $1,767,200)			$	2,081,485
Total Debt Obligations - United States
(identified cost $804,704,863)			$	836,231,608

See notes to financial statements

18

Global Macro Portfolioas of October 31, 2009

PORTFOLIO OF INVESTMENTS CONT’D

Common Stocks — 0.3%
Security	Shares		Value
China — 0.1%
Commercial Banks — 0.1%
Industrial & Commercial Bank of China, Ltd.		2,191,752	$	1,743,791
			$	1,743,791
Professional Services — 0.0%
APP China		8,155	$	326,200
			$	326,200
Total China (identified cost $2,395,650)			$	2,069,991
United Arab Emirates — 0.2%
Commercial Banks — 0.1%
Abu Dhabi Commercial Bank		423,280	$	224,516
First Gulf Bank		110,000		561,077
National Bank of Abu Dhabi		39,600		143,642
Union National Bank		330,000		339,169
			$	1,268,404
Diversified Financial Services — 0.0%
Waha Capital (PJSC)		997,500	$	247,415
			$	247,415
Hotels, Restaurants & Leisure — 0.0%
Abu Dhabi National Hotels		58,330	$	70,670
			$	70,670
Real Estate Management & Development — 0.1%
Aldar Properties (PJSC)		240,000	$	379,345
Sorouh Real Estate Co.		340,000		328,892
			$	708,237
Total United Arab Emirates
(identified cost $1,724,739)			$	2,294,726
Total Common Stocks
(identified cost $4,120,389)			$	4,364,717
Investment Companies — 0.0%
Description	Shares		Value
First Trust/Four Corners Senior Floating Rate Income Fund II		15,000	$	163,500
ING Prime Rate Trust		30,000		150,600
Nuveen Senior Income Fund		29,830		175,102
Total Investment Companies
(identified cost $371,759)			$	489,202

Currency Options Purchased — 0.1%
	Principal
	Amount of
	Contracts		Strike		Expiration
Description	(000’s omitted)		Price		Date		Value
Euro Put Option	EUR	18,447	EUR	1.41		4/29/10	$	545,578
Japanese Yen Put Option	JPY	2,857,000	JPY	106.91		4/8/10		20,948
Total Currency Options Purchased (identified cost $987,347)							$	566,526

Short-Term Investments — 32.1%
Foreign Government Securities — 16.7%
		Principal
		Amount
Security		(000’s omitted)		Value
Iceland — 0.8%
Iceland Treasury Bill, 0.00%, 11/16/09	ISK		699,536	$	4,715,291
Iceland Treasury Bill, 0.00%, 2/15/10	ISK		180,870		1,193,141
Iceland Treasury Note, 7.00%, 3/17/10	ISK		743,684		5,006,125
Total Iceland (identified cost $10,546,470)				$	10,914,557
Lebanon — 4.8%
Lebanon Treasury Bill, 0.00%, 11/5/09	LBP		3,685,000	$	2,451,769
Lebanon Treasury Bill, 0.00%, 11/19/09	LBP		4,574,000		3,037,663
Lebanon Treasury Bill, 0.00%, 12/17/09	LBP		2,088,940		1,383,318
Lebanon Treasury Bill, 0.00%, 12/17/09	LBP		2,212,500		1,465,140
Lebanon Treasury Bill, 0.00%, 12/24/09	LBP		3,344,330		2,212,602
Lebanon Treasury Bill, 0.00%, 12/31/09	LBP		3,304,230		2,183,982
Lebanon Treasury Bill, 0.00%, 1/7/10	LBP		3,342,000		2,206,743
Lebanon Treasury Bill, 0.00%, 1/21/10	LBP		2,223,000		1,464,782
Lebanon Treasury Bill, 0.00%, 2/4/10	LBP		4,480,000		2,945,376
Lebanon Treasury Bill, 0.00%, 2/18/10	LBP		3,379,000		2,216,237
Lebanon Treasury Bill, 0.00%, 3/4/10	LBP		2,878,000		1,882,886
Lebanon Treasury Bill, 0.00%, 3/18/10	LBP		15,127,980		9,870,957

See notes to financial statements

19

Global Macro Portfolioas of October 31, 2009

PORTFOLIO OF INVESTMENTS CONT’D

		Principal
		Amount
Security		(000’s omitted)		Value
Lebanon (continued)
Lebanon Treasury Bill, 0.00%, 4/1/10	LBP		7,675,000	$	4,993,911
Lebanon Treasury Bill, 0.00%, 4/15/10	LBP		10,544,000		6,840,613
Lebanon Treasury Bill, 0.00%, 4/29/10	LBP		18,810,000		12,193,939
Lebanon Treasury Bill, 0.00%, 9/23/10	LBP		2,682,000		1,692,696
Lebanon Treasury Bill, 0.00%, 10/21/10	LBP		6,760,200		4,246,504
Total Lebanon
(identified cost $62,835,296)				$	63,289,118
South Korea — 1.1%
Korea Monetary Stabilization Bond, 5.45%, 1/23/10	KRW		3,507,930	$	2,988,528
Korea Monetary Stabilization Bond, 5.54%, 11/14/09	KRW		7,811,040		6,614,261
Korea Treasury Bond, 4.75%, 12/10/09	KRW		5,378,950		4,561,859
Total South Korea
(identified cost $13,685,824)				$	14,164,648
Sri Lanka — 3.8%
Sri Lanka Government Bond, 7.60%, 4/1/10	LKR		189,310	$	1,637,635
Sri Lanka Government Bond, 15.50%, 1/15/10	LKR		457,900		4,039,332
Sri Lanka Government Bond, 15.50%, 5/15/10	LKR		766,310		6,883,797
Sri Lanka Treasury Bill, 0.00%, 11/6/09	LKR		465,000		4,043,961
Sri Lanka Treasury Bill, 0.00%, 11/6/09	LKR		555,200		4,828,402
Sri Lanka Treasury Bill, 0.00%, 1/8/10	LKR		787,200		6,745,371
Sri Lanka Treasury Bill, 0.00%, 1/15/10	LKR		1,002,000		8,571,377
Sri Lanka Treasury Bill, 0.00%, 2/5/10	LKR		980,450		8,345,525
Sri Lanka Treasury Bill, 0.00%, 4/9/10	LKR		590,820		4,949,610
Sri Lanka Treasury Bill, 0.00%, 4/30/10	LKR		59,560		497,067
Total Sri Lanka
(identified cost $50,404,006)				$	50,542,077
Egypt — 6.2%
Egypt Treasury Bill, 0.00%, 11/3/09	EGP		109,925	$	20,079,540
Egypt Treasury Bill, 0.00%, 11/10/09	EGP		40,500		7,384,053
Egypt Treasury Bill, 0.00%, 11/17/09	EGP		39,500		7,188,235
Egypt Treasury Bill, 0.00%, 11/24/09	EGP		32,350		5,875,961
Egypt Treasury Bill, 0.00%, 12/1/09	EGP		37,750		6,843,903
Egypt Treasury Bill, 0.00%, 12/8/09	EGP		88,775		16,064,252
Egypt Treasury Bill, 0.00%, 12/22/09	EGP		20,500		3,695,637
Egypt Treasury Bill, 0.00%, 6/29/10	EGP		16,825		2,883,322
Egypt Treasury Bill, 0.00%, 8/3/10	EGP		18,950		3,217,380
Egypt Treasury Bill, 0.00%, 9/28/10	EGP		16,700		2,794,237
Egypt Treasury Bill, 0.00%, 10/26/10	EGP		14,250		2,365,089
Egypt Treasury Bill, 0.00%, 10/26/10	EGP		19,400		3,219,840
Total Egypt (identified cost $81,022,880)				$	81,611,449
Total Foreign Government Securities
(identified cost $218,494,476)				$	220,521,849
Repurchase Agreements(18) — 10.6%
		Principal
		Amount
Description		(000’s omitted)		Value
Barclays Bank PLC:
Dated 10/15/09, with an interest rate of 0.75%, collateralized by Venezuela Government Bond with an interest rate of 7.75%, a maturity date of 10/13/19 and a market value of $9,954,896.		$	9,817	$	9,816,537
Dated 10/16/09, with an interest rate of 0.80%, collateralized by Venezuela Government Bond with an interest rate of 9.25%, a maturity date of 5/7/28 and a market value of $4,541,708.			4,409		4,409,306
Dated 10/23/09, with an interest rate of 0.75%, collateralized by Venezuela Government Bond with an interest rate of 7.00%, a maturity date of 12/1/18 and a market value of $6,989,722.			7,138		7,138,211
Dated 10/26/09, with an interest rate of 0.80%, collateralized by Argentina Government Bond with an interest rate of 0.943%, a maturity date of 8/3/12 and a market value of 6,957,500.(13)			6,899		6,899,200
Dated 10/8/09, with an interest rate of 0.80%, collateralized by Venezuela Government Bond with an interest rate of 10.75%, a maturity date of 9/19/13 and a market value of $1,929,486.			1,954		1,954,447
Dated 10/9/09, with an interest rate of 0.90%, collateralized by Argentina Government Bond with an interest rate of 0.943%, a maturity date of 8/3/12 and a market value of $5,186,500.(13)			4,998		4,998,392
Dated 7/2/09 with an interest rate of 1.15%, collateralized by Lebanon Government Bond with an interest rate of 7.125%, a maturity date of 3/5/10 and a market value of $5,201,563.			5,139		5,138,875

See notes to financial statements

20

Global Macro Portfolioas of October 31, 2009

PORTFOLIO OF INVESTMENTS CONT’D

	Principal
	Amount
Description	(000’s omitted)		Value
Barclays Bank PLC (continued)
Dated 8/20/09, with an interest rate of 0.70%, collateralized by Philippines Government Bond with an interest rate of 9.375%, a maturity date of 1/18/17 and a market value of $3,196,745.	$	2,972	$	2,972,156
Dated 9/16/09, with an interest rate of 0.85%, collateralized by Costa Rica Government Bond with an interest rate of 9.995%, a maturity date of 8/1/20 and a market value of $5,238,839.		5,147		5,147,152
Dated 9/16/09, with an interest rate of 0.90%, collateralized by Venezuela Government Bond with an interest rate of 7.65%, a maturity date of 4/21/25 and a market value of $1,228,825.		1,419		1,418,526
Dated 9/18/09, with an interest rate of 1.25%, collateralized by Argentina Government Bond with an interest rate of 0.578%, a maturity date of 4/30/13 and a market value of $4,062,500.(13)		3,920		3,920,000
Dated 9/18/09, with an interest rate of 1.25%, collateralized by Argentina Government Bond with an interest rate of 7.00%, a maturity date of 9/12/13 and a market value of $2,493,750.		2,264		2,263,800
Dated 9/22/09, with an interest rate of 0.95%, collateralized by Argentina Government Bond with an interest rate of 0.943%, a maturity date of 8/3/12 and a market value of $5,534,375.(13)		5,145		5,145,000
Citibank:
Dated 10/13/09, with an interest rate of 0.40%, collateralized by Turkey Government Bond with an interest rate of 11.00%, a maturity date of 1/14/13 and a market value of $12,448,889.		12,400		12,400,000
Dated 10/19/09, with an interest rate of 0.40%, collateralized by Turkey Government Bond with an interest rate of 11.00%, a maturity date of 1/14/13 and a market value of $6,224,444.		6,211		6,210,500
Dated 10/23/09, with an interest rate of 0.40%, collateralized by Serbia Government Bond with an interest rate of 3.75%, a maturity date of 11/1/24 and a market value of $10,086,458.		10,061		10,061,000
JPMorgan Chase:
Dated 10/15/09, with an interest rate of 0.45%, collateralized by Iraq Government Bond with an interest rate of 5.80%, a maturity date of 1/15/28 and a market value of $7,994,167.		7,915		7,915,000
JPMorgan Chase (continued)
Dated 10/15/09, with an interest rate of 0.45%, collateralized by Turkey Government Bond with an interest rate of 7.25%, a maturity date of 3/15/15 and a market value of $5,620,313.		5,620		5,620,000
Dated 10/22/09, with an interest rate of 0.45%, collateralized by Indonesia Government Bond with an interest rate of 8.50%, a maturity date of 10/12/35 and a market value of $4,797,000.		4,940		4,940,000
Dated 10/26/09, with an interest rate of 0.45%, collateralized by Colombia Government Bond with an interest rate of 6.125%, a maturity date of 1/18/41 and a market value of $9,517,014.		9,510		9,510,000
Dated 10/26/09, with an interest rate of 0.45%, collateralized by Iraq Government Bond with an interest rate of 5.80%, a maturity date of 1/15/28 and a market value of $3,997,083.		3,970		3,970,000
Dated 10/28/09, with an interest rate of 0.45%, collateralized by Brazil Government Bond with an interest rate of 8.875%, a maturity date of 4/15/24 and a market value of $6,530,990.		6,555		6,555,000
Dated 9/14/09, with an interest rate of 0.45%, collateralized by Mexico Government Bond with an interest rate of 5.875%, a maturity date of 2/17/14 and a market value of $5,409,566.		5,400		5,400,000
Dated 9/28/09, with an interest rate of 0.45%, collateralized by Mexico Government Bond with an interest rate of 6.625%, a maturity date of 3/3/15 and a market value of $5,544,948.		5,530		5,530,000
Total Repurchase Agreements
(identified cost $139,333,102)			$	139,333,102

See notes to financial statements

21

Global Macro Portfolioas of October 31, 2009

PORTFOLIO OF INVESTMENTS CONT’D

Other Securities — 4.8%
	Interest
Description	(000’s omitted)			Value
Cash Management Portfolio, 0.00%(17)	$	64,189		$	64,189,485
Total Other Securities
(identified cost $64,189,485)				$	64,189,485
Total Short-Term Investments (identified cost $422,017,063)				$	424,044,436
Total Investments — 105.7% (identified cost $1,346,213,320)				$	1,394,427,569
Securities Sold Short — (3.1)%
	Principal
Security	Amount			Value
U.S. Treasury Obligations — (3.1)%
United States Treasury Bond, 3.50%, 2/15/39	$	(23,000,000	)	$	(20,168,148	)
United States Treasury Bond, 5.00%, 5/15/37		(18,100,000	)		(20,387,966	)
Total Securities Sold Short
(proceeds $40,034,291)				$	(40,556,114	)

Currency Options Written — 0.0%
	Principal
	Amount of
	Contracts		Strike		Expiration
Description	(000’s omitted)		Price		Date		Value
Japanese Yen Call Option		JPY 4,078,000		JPY 76.3		4/8/10	$	(213,391	)
Total Currency Options Written (premiums received $522,711)							$	(213,391	)
Other Assets, Less Liabilities — (2.6)%							$	(34,632,079	)
Net Assets — 100.0%							$	1,319,025,985

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

BRL - Brazilian Real

CRC - Costa Rican Colon

EGP - Egyptian Pound

EUR - Euro

GHS - Ghanaian Cedi

ISK - Icelandic Krona

JPY - Japanese Yen

KRW - South Korean Won

LBP - Lebanese Pound

LKR - Sri Lanka Rupee

PLN - Polish Zloty

TRY - New Turkish Lira

USD - United States Dollar

UYU - Uruguayan Peso

(1)	Bond pays a 6.00% coupon on the face at the end of the payment period. Principal is adjusted based on the IPCA (Amplified Consumer Price Index) as determined by the Brazilian Institute of Geography and Statistics. The original face is BRL 6,468,000 and the current face is BRL 11,977,204.
(2)	Bond pays a 1.00% coupon on the face at the end of the payment period. Principal is adjusted based on Development Units (Unidades de Desarrollo) as calculated by the General Superintendent of Values. The original face is CRC 1,834,400,000 and the current face is CRC 2,247,311,409.
(3)	Bond pays a 1.63% coupon on the face at the end of the payment period. Principal is adjusted based on Development Units (Unidades de Desarrollo) as calculated by the General Superintendent of Values. The original face is CRC 204,500,000 and the current face is CRC 263,302,959.
(4)	Security valued at fair value using methods determined in good faith by or at the direction of the Trustees.
(5)	Currently the issuer is in default with respect to interest payments.
(6)	Bond pays a 3.00% coupon on the face at the end of the payment period. Principal is adjusted based on the Polish Consumer Price Index. The original face is PLN 26,078,000 and the current face is PLN 29,900,774.
(7)	Bond pays a 9.00% coupon on the face at the end of the payment period. Principal is adjusted based on the Turkey Inflation Indexed CPI. The original face is TRY 12,500,000 and the current face is TRY 12,614,863.
(8)	Bond pays a 10.00% coupon on the face at the end of the payment period. Principal is adjusted based on the Turkey Inflation Indexed CPI. The original face is TRY 16,735,000 and the current face is TRY 20,336,004.
(9)	Bond pays a 12.00% coupon on the face at the end of the payment period. Principal is adjusted based on the Turkey Inflation Indexed CPI. The original face is TRY 33,400,000 and the current face is TRY 35,255,303.
(10)	Bond pays a 5.00% coupon on the face at the end of the payment period. Principal is adjusted based on the Uruguayan inflation rate. The original face is UYU 135,030,000 and the current face is UYU 170,663,510.
(11)	Bond pays a 3.80% coupon on the face at the end of the payment period. Principal is adjusted based on changes in the Chilean UF (Unidad de Fomento) Rate. The original face is $3,000,000 and the current face is $3,504,414.

See notes to financial statements

22

Global Macro Portfolioas of October 31, 2009

PORTFOLIO OF INVESTMENTS CONT’D

(12)	Security exempt from registration under Regulation S of the Securities Act of 1933, which exempts from registration securities offered and sold outside the United States. Security may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933.
(13)	Floating-rate security.
(14)	Weighted average fixed-rate coupon that changes/updates monthly.
(15)	Adjustable rate mortgage security. Rate shown is the rate at October 31, 2009.
(16)	Security (or a portion thereof) has been pledged to cover collateral requirements on open financial contracts.
(17)	Affiliated investment company available to Eaton Vance portfolios and funds which invests in high quality, U.S. dollar denominated money market instruments. The rate shown is the annualized seven-day yield as of October 31, 2009.
(18)	Open repurchase agreements with no specific maturity date. Either party may terminate the agreement upon demand.

See notes to financial statements

23

Global Macro Portfolioas of October 31, 2009

FINANCIAL STATEMENTS

Statement of Assets and Liabilities

As of October 31, 2009
Assets
Unaffiliated investments, at value (identified cost, $1,282,023,835)	$	1,330,238,084
Affiliated investment, at value (identified cost, $64,189,485)		64,189,485
Restricted cash*		3,870,000
Foreign currency, at value (identified cost, $326,275)		322,922
Interest and dividends receivable		8,028,863
Receivable for investments sold		53,837,823
Receivable for open forward foreign currency exchange contracts		6,459,693
Receivable for closed forward foreign currency exchange contracts		211,619
Receivable for open swap contracts		8,092,767
Receivable for closed options		64,634
Premium paid on open swap contracts		1,027,084
Total assets	$	1,476,342,974
Liabilities
Payable for investments purchased	$	98,713,272
Interest payable for securities sold short		602,908
Payable for variation margin on open financial futures contracts		222,127
Payable for open forward foreign currency exchange contracts		3,997,175
Payable for closed forward foreign currency exchange contracts		56,782
Payable for open swap contracts		11,739,500
Payable for closed swap contracts		342,508
Payable for securities sold short, at value
(proceeds, $40,034,291)		40,556,114
Written options outstanding, at value (premiums received, $522,711)		213,391
Payable to affiliates:
Investment adviser fee		612,708
Trustees’ fees		3,013
Accrued expenses		257,491
Total liabilities	$	157,316,989
Net Assets applicable to investors’ interest in Portfolio	$	1,319,025,985
Sources of Net Assets
Net proceeds from capital contributions and withdrawals	$	1,272,448,233
Net unrealized appreciation		46,577,752
Total	$	1,319,025,985

*  Represents restricted cash on deposit at custodian for open financial contracts.

Statement of Operations

For the Year Ended
October 31, 2009
Investment Income
Interest (net of foreign taxes, $302,903)	$	49,891,775
Dividends		225,191
Interest allocated from affiliated investment		291,728
Expenses allocated from affiliated investment		(174,296	)
Total investment income	$	50,234,398
Expenses
Investment adviser fee	$	5,230,955
Trustees’ fees and expenses		36,412
Custodian fee		275,494
Legal and accounting services		233,754
Interest expense on securities sold short		426,678
Miscellaneous		33,729
Total expenses	$	6,237,022
Deduct —
Reduction of custodian fee	$	109
Total expense reductions	$	109
Net expenses	$	6,236,913
Net investment income	$	43,997,485
Realized and Unrealized Gain (Loss)
Net realized gain (loss) —
Investment transactions	$	(7,352,782	)
Securities sold short		(150,167	)
Financial futures contracts		(1,324,791	)
Swap contracts		(1,150,063	)
Foreign currency and forward foreign currency exchange contract transactions		(9,006,945	)
Net realized loss	$	(18,984,748	)
Change in unrealized appreciation (depreciation) —
Investments	$	97,891,288
Securities sold short		(521,823	)
Financial futures contracts		(1,430,050	)
Swap contracts		(3,620,691	)
Written options		309,320
Foreign currency and forward foreign currency exchange contracts		(11,538,105	)
Net change in unrealized appreciation (depreciation)	$	81,089,939
Net realized and unrealized gain	$	62,105,191
Net increase in net assets from operations	$	106,102,676

See notes to financial statements

24

Global Macro Portfolioas of October 31, 2009

FINANCIAL STATEMENTS CONT’D

Statements of Changes in Net Assets

Increase (Decrease)	Year Ended			Year Ended
in Net Assets	October 31, 2009			October 31, 2008
From operations —
Net investment income	$	43,997,485		$	44,056,245
Net realized gain (loss) from investment transactions, securities sold short, financial futures contracts, swap contracts, and foreign currency and forward foreign currency exchange contract transactions		(18,984,748	)		7,828,537
Net change in unrealized appreciation (depreciation) from investments, securities sold short, financial futures contracts, swap contracts, written options, foreign currency and forward foreign currency exchange contracts		81,089,939			(36,495,770	)
Net increase in net assets from operations	$	106,102,676		$	15,389,012
Capital transactions —
Contributions	$	530,666,796		$	275,977,287
Withdrawals		(162,764,389	)		(134,738,001	)
Net increase in net assets from capital transactions	$	367,902,407		$	141,239,286
Net increase in net assets	$	474,005,083		$	156,628,298
Net Assets
At beginning of year	$	845,020,902		$	688,392,604
At end of year	$	1,319,025,985		$	845,020,902

See notes to financial statements

25

Global Macro Portfolioas of October 31, 2009

FINANCIAL STATEMENTS CONT’D

Supplementary Data

	Year Ended October 31,
	2009			2008			2007			2006			2005
Ratios/Supplemental Data
Ratios (as a percentage of average daily net assets):
Expenses(1)		0.67	%		0.63	%		0.67	%		0.66	%		0.66	%
Interest expense(2)		0.05	%		—			—			—			—
Total expenses		0.72	%		0.63	%		0.67	%		0.66	%		0.66	%
Net investment income		4.93	%		5.25	%		5.16	%		4.49	%		3.23	%
Portfolio Turnover		25	%		26	%		45	%		41	%		59	%
Total Return		12.10	%		2.97	%		10.34	%		7.60	%		6.48	%
Net assets, end of year (000’s omitted)	$	1,319,026		$	845,021		$	688,393		$	563,226		$	410,680

(1)	Excludes the effect of custody fee credits, if any, of less than 0.005%.
(2)	Interest expense relates to interest on securities sold short.

See notes to financial statements

26

Global Macro Portfolioas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS

1Significant Accounting Policies

Global Macro Portfolio (the Portfolio) is a New York trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as a non-diversified, open-end management investment company. The Portfolio’s investment objective is to seek total return. Total return is defined as income plus capital appreciation. The Declaration of Trust permits the Trustees to issue interests in the Portfolio. At October 31, 2009, Eaton Vance Strategic Income Fund, Eaton Vance Global Macro Absolute Return Fund and Eaton Vance Medallion Strategic Income Fund held an interest of 57.7%, 28.0% and 6.7%, 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 source of authoritative accounting principles applied in the preparation of the Portfolio’s financial statements is the Financial Accounting Standards Board (FASB) Accounting Standards Codification (the Codification), which superseded existing non-Securities and Exchange Commission accounting and reporting standards for interim and annual reporting periods ending after September 15, 2009. The adoption of the Codification for the current reporting period did not impact the Portfolio’s application of generally accepted accounting principles.

AInvestment Valuation — Debt obligations (including short-term obligations with a remaining maturity of more than sixty days and excluding most seasoned mortgage-backed securities) will normally be valued on the basis of quotations provided by third party pricing services. The pricing services will use various techniques that consider factors including, but not limited to, reported trades or dealer quotations, prices or yields of securities with similar characteristics, benchmark yields, broker/dealer quotes, issuer spreads, as well as industry and economic events. Most seasoned, fixed rate 30-year mortgage-backed securities are valued through the use of the investment adviser’s matrix pricing system, which takes into account bond prices, yield differentials, anticipated prepayments and interest rates provided by dealers. Short-term debt securities with a remaining maturity of sixty days or less (excluding those that are non-U.S. dollar denominated, which typically are valued by a pricing service or dealer quotes) are generally valued at amortized cost, which approximates market value. 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. Exchange-traded options are valued at the last sale price for the day of valuation as quoted on any exchange on which the option is listed or, in the absence of sales on such date, at the mean between the closing bid and asked prices therefore as reported by the Options Price Reporting Authority. Over-the-counter options (including options on securities, indices and foreign currencies) are valued by a third party pricing service using techniques that consider factors including the value of the underlying instrument, the volatility of the underlying instrument and the period of time until option expiration. Financial futures contracts are valued at the settlement price established by the board of trade or exchange on which they are traded. Forward foreign currency exchange contracts are generally valued at the mean of the average bid and average asked prices that are reported by currency dealers to a third party pricing service at the valuation time. Such third party pricing service valuations are supplied for specific settlement periods and the Portfolio’s forward foreign currency exchange contracts are valued at an interpolated rate between the closest preceding and subsequent settlement period reported by the third party pricing service. Interest rate swaps are normally valued using valuations provided by a third party pricing service. Such pricing service valuations are based on the present value of fixed and projected floating rate cash flows over the term of the swap contract. Future cash flows are discounted to their present value using swap quotations provided by electronic data services or by broker/dealers. Credit default swaps are normally valued using valuations provided by a third party pricing service. The pricing services employ electronic data processing techniques to determine the present value based on credit spread quotations obtained from broker/dealers and expected default recovery rates determined by the pricing service using proprietary models. Foreign securities and currencies are valued in U.S. dollars, based on foreign currency exchange rate quotations supplied by a third party pricing service. The pricing service uses a proprietary model to determine the exchange rate. Inputs to the model include reported trades and implied bid/ask spreads. 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

27

Global Macro Portfolioas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

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.

The Portfolio may invest in Cash Management Portfolio (Cash Management), an affiliated investment company managed by Boston Management and Research (BMR), a subsidiary of Eaton Vance Management (EVM). Cash Management generally values its investment securities utilizing the amortized cost valuation technique permitted by Rule 2a-7 under the 1940 Act, pursuant to which Cash Management must comply with certain conditions. This technique involves initially valuing a portfolio security at its cost and thereafter assuming a constant amortization to maturity of any discount or premium. If amortized cost is determined not to approximate fair value, Cash Management may value its investment securities in the same manner as debt obligations described above.

BInvestment 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.

CIncome — Interest income is recorded on the basis of interest accrued, adjusted for amortization of premium or accretion of discount. Dividend income is recorded on the ex-dividend date for dividends received in cash and/or securities. However, if the ex-dividend date has passed, certain dividends from foreign securities are recorded as the Portfolio is informed of the ex-dividend date. Withholding taxes on foreign dividends and capital gains have been provided for in accordance with the Portfolio’s understanding of the applicable countries’ tax rules and rates.

DFederal 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 October 31, 2009, the Portfolio had no uncertain tax positions that would require financial statement recognition, de-recognition, or disclosure. Each of the Portfolio’s federal tax returns filed in the 3-year period ended October 31, 2009 remains subject to examination by the Internal Revenue Service.

EExpense 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.

FForeign Currency Translation — Investment valuations, other assets, and liabilities initially expressed in foreign currencies are translated each business day into U.S. dollars based upon current exchange rates. Purchases and sales of foreign investment securities and income and expenses denominated in foreign currencies are translated into U.S. dollars based upon currency exchange rates in effect on the respective dates of such transactions. Recognized gains or losses on investment transactions attributable to changes in foreign currency exchange rates are recorded for financial statement purposes as net realized gains and losses on investments. That portion of unrealized gains and losses on investments that results from fluctuations in foreign currency exchange rates is not separately disclosed.

GUse 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.

HIndemnifications — Under the Portfolio’s organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising

28

Global Macro Portfolioas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

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.

IFinancial Futures Contracts — The Portfolio may enter into financial futures contracts. The Portfolio’s investment in financial futures contracts is designed for hedging against changes in interest rates or as a substitute for the purchase of securities. Upon entering into a financial futures contract, the Portfolio is required to deposit with the broker, either in cash or securities, an amount equal to a certain percentage of the purchase price (initial margin). Subsequent payments, known as variation margin, are made or received by the Portfolio each business day, depending on the daily fluctuations in the value of the underlying security, and are recorded as unrealized gains or losses by the Portfolio. Gains (losses) are realized upon the expiration or closing of the financial futures contracts. Should market conditions change unexpectedly, the Portfolio may not achieve the anticipated benefits of the financial futures contracts and may realize a loss. Futures contracts have minimal counterparty risk as they are exchange traded and the clearinghouse for the exchange is substituted as the counterparty, guaranteeing counterparty performance.

JForward Foreign Currency Exchange Contracts — The Portfolio may enter into forward foreign currency exchange contracts for the purchase or sale of a specific foreign currency at a fixed price on a future date. The Portfolio may enter into forward contracts for hedging purposes as well as non-hedging purposes. The forward foreign currency exchange contracts are adjusted by the daily exchange rate of the underlying currency and any gains or losses are recorded as unrealized until such time as the contracts have been closed or offset by another contract with the same broker for the same settlement date and currency. Risks may arise upon entering these contracts from the potential inability of counterparties to meet the terms of their contracts and from movements in the value of a foreign currency relative to the U.S. dollar.

KWritten Options — Upon the writing of a call or a put option, the premium received by the Portfolio is included in the Statement of Assets and Liabilities as a liability. The amount of the liability is subsequently marked-to-market to reflect the current market value of the option written, in accordance with the Portfolio’s policies on investment valuations discussed above. Premiums received from writing options which expire are treated as realized gains. Premiums received from writing options which are exercised or are closed are added to or offset against the proceeds or amount paid on the transaction to determine the realized gain or loss. If a put option on a security is exercised, the premium reduces the cost basis of the securities purchased by the Portfolio. The Portfolio, as a writer of an option, may have no control over whether the underlying securities or other assets may be sold (call) or purchased (put) and, as a result, bears the market risk of an unfavorable change in the price of the securities or other assets underlying the written option. The Portfolio may also bear the risk of not being able to enter into a closing transaction if a liquid secondary market does not exist.

LPurchased Options — Upon the purchase of a call or put option, the premium paid by the Portfolio is included in the Statement of Assets and Liabilities as an investment. The amount of the investment is subsequently marked-to-market to reflect the current market value of the option purchased, in accordance with the Portfolio’s policies on investment valuations discussed above. If an option which the Portfolio had purchased expires on the stipulated expiration date, the Portfolio will realize a loss in the amount of the cost of the option. If 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. If the Portfolio exercises a put option, it will realize a gain or loss from the sale of the underlying security, and the proceeds from such sale will be decreased by the premium originally paid. If the Portfolio exercises a call option, the cost of the security which the Portfolio purchases upon exercise will be increased by the premium originally paid. The risk associated with purchasing options is limited to the premium originally paid.

MInterest Rate Swaps — The Portfolio may enter into interest rate swap agreements to enhance return, to hedge against fluctuations in securities prices or interest rates, or as substitution for the purchase or sale of securities. Pursuant to these agreements, the Portfolio either makes floating-rate payments based on a benchmark interest rate in exchange for fixed-rate payments or the Portfolio makes fixed-rate payments in exchange for payments on a floating benchmark interest rate. Payments received or made are recorded as realized

29

Global Macro Portfolioas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

gains or losses. During the term of the outstanding swap agreement, changes in the underlying value of the swap are recorded as unrealized gains or losses. The value of the swap is determined by changes in the relationship between two rates of interest. The Portfolio is exposed to credit loss in the event of non-performance by the swap counterparty. Risk may also arise from movements in interest rates.

NCross-Currency Swaps — Cross-currency swaps are interest rate swaps in which interest cash flows are exchanged between two parties based on the notional amounts of two different currencies. The notional amounts are typically determined based on the spot exchange rates at the inception of the trade. Cross-currency swaps also involve the exchange of the notional amounts at the start of the contract at the current spot rate with an agreement to re-exchange such amounts at a later date at either the same exchange rate, a specified rate or the then current spot rate. The entire principal value of a cross-currency swap is subject to the risk that the counterparty to the swap will default on its contractual delivery obligations.

OCredit Default Swaps — When the Portfolio is the buyer of a credit default swap contract, the Portfolio is entitled to receive the par (or other agreed-upon) value of a referenced debt obligation (or basket of debt obligations) from the counterparty to the contract if a credit event by a third party, such as a U.S. or foreign corporate issuer or sovereign issuer, on the debt obligation occurs. In return, the Portfolio pays the counterparty a periodic stream of payments over the term of the contract provided that no credit event has occurred. If no credit event occurs, the Portfolio would have spent the stream of payments and received no benefits from the contract. When the Portfolio is the seller of a credit default swap contract, it receives the stream of payments, but is obligated to pay to the buyer of the protection an amount up to the notional amount of the swap and in certain instances take delivery of securities of the reference entity upon the occurrence of a credit event, as defined under the terms of that particular swap agreement. Credit events are contract specific but may include bankruptcy, failure to pay, restructuring, obligation acceleration and repudiation/moratorium. If the Portfolio is the seller of protection and a credit event occurs, the maximum potential amount of future payments that the Portfolio could be required to make would be an amount equal to the notional amount of the agreement. This potential amount would be partially offset by any recovery value of the respective referenced obligation, or net amount received from the settlement of a buy protection credit default swap agreement entered into by the Portfolio for the same referenced obligation. As the seller, the Portfolio effectively adds leverage to its portfolio because, in addition to its total net assets, the Portfolio is subject to investment exposure on the notional amount of the swap. The interest fee paid or received on the swap contract, which is based on a specified interest rate on a fixed notional amount, is accrued daily as a component of unrealized appreciation (depreciation) and is recorded as realized gain upon receipt or realized loss upon payment. The Portfolio also records an increase or decrease to unrealized appreciation (depreciation) in an amount equal to the daily valuation. Upfront payments or receipts, if any, are recorded as other assets or other liabilities, respectively, and amortized over the life of the swap contract as realized gains or losses. The Portfolio segregates assets in the form of cash or liquid securities in an amount equal to the notional amount of the credit default swaps of which it is the seller. The Portfolio segregates assets in the form of cash or liquid securities in an amount equal to any unrealized depreciation of the credit default swaps of which it is the buyer, marked to market on a daily basis. These transactions involve certain risks, including the risk that the seller may be unable to fulfill the transaction.

PTotal Return Swaps — In a total return swap, the Portfolio makes payments at a rate equal to a predetermined spread to the one or three-month LIBOR. In exchange, the Portfolio receives payments based on the rate of return of a benchmark industry index or basket of securities. During the term of the outstanding swap agreement, changes in the underlying value of the swap are recorded as unrealized gains and losses. Periodic payments received or made are recorded as realized gains or losses. The value of the swap is determined by changes in the relationship between the rate of interest and the benchmark industry index or basket of securities. The Portfolio is exposed to credit loss in the event of nonperformance by the swap counterparty. Risk may also arise from the unanticipated movements in value of interest rates, securities, or the index.

QWhen-Issued Securities and Delayed Delivery Transactions — The Portfolio may purchase or sell securities on a delayed delivery or when-issued basis, including TBA (To Be Announced) securities. Payment and delivery may take place after the customary settlement period for that security. At the time the transaction is negotiated, the price of the security that will be delivered is fixed. The Portfolio maintains security positions for these commitments such that sufficient liquid assets will be available to make payments upon settlement. Securities purchased on a delayed delivery or when-issued basis are marked-to-market daily and begin earning interest on settlement date. Losses may arise due to changes in the market value of the underlying securities or if the counterparty does not perform under the contract.

RRepurchase Agreements — The Portfolio may enter into repurchase agreements with banks and broker-dealers determined to be creditworthy by the Portfolio’s

30

Global Macro Portfolioas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

investment adviser. Under a repurchase agreement, the Portfolio buys a security at one price and simultaneously promises to sell that same security back to the seller at a higher price for settlement at a later date. At the time the Portfolio enters into a repurchase agreement, it typically receives collateral at least equal to the repurchase price. Repurchase agreements are marked-to-market daily. In the event of bankruptcy of the counterparty or a third party custodian, the Portfolio might experience delays in recovering its cash or experience a loss.

SSecurities Sold Short — The Portfolio may seek to hedge investments or increase total return through short sales of securities. A short sale is a transaction in which the Portfolio sells a security it does not own in anticipation of a decline in the market value of that security. To complete such a transaction, the Portfolio may borrow the security to make delivery to the buyer with an obligation to replace such borrowed security at a later date or the Portfolio may sell a security to a forward date without borrowing the security. The proceeds received from a short sale are recorded as a liability and the Portfolio records an unrealized gain or loss to the extent of the difference between the proceeds received and the value of the open short position on the day of determination. A gain, limited to the price at which the Portfolio sold the security short, or a loss, potentially unlimited as there is no upward limit on the price of a security, is recorded when the short position is terminated. Interest payable on securities sold short is recorded as interest expense.

2Investment Adviser Fee and Other Transactions with Affiliates

The investment adviser fee is earned by BMR as compensation for investment advisory services rendered to the Portfolio. The fee is computed at an annual rate of 0.615% of the Portfolio’s average daily net assets up to $500 million, 0.595% from $500 million up to $1 billion and at reduced rates on daily net assets of $1 billion or more, and is payable monthly. The portion of the adviser fee payable by Cash Management on the Portfolio’s investment of cash therein is credited against the Portfolio’s investment adviser fee. For the year ended October 31, 2009, the Portfolio’s investment adviser fee totaled $5,396,144 of which $165,189 was allocated from Cash Management and $5,230,955 was paid or accrued directly by the Portfolio. For the year ended October 31, 2009, the Portfolio’s investment adviser fee, including the portion allocated from Cash Management, was 0.60% of the Portfolio’s average daily net assets.

Except for Trustees of the Portfolio who are not members of EVM’s or BMR’s organizations, officers and Trustees receive remuneration for their services to the Portfolio out of the investment adviser fee. Trustees of the Portfolio who are not affiliated with the investment adviser may elect to defer receipt of all or a percentage of their annual fees in accordance with the terms of the Trustees Deferred Compensation Plan. For the year ended October 31, 2009, no significant amounts have been deferred. Certain officers and Trustees of the Portfolio are officers of the above organizations.

3Purchases and Sales of Investments

Purchases and sales of investments, other than short-term obligations and including maturities and paydowns, for the year ended October 31, 2009 were as follows:

Purchases
Investments (non-U.S. Government)	$	146,397,472
U.S. Government and Agency Securities		254,881,022
	$	401,278,494
Sales
Investments (non-U.S. Government)	$	66,653,653
U.S. Government and Agency Securities		130,414,926
	$	197,068,579

4Federal Income Tax Basis of Investments

The cost and unrealized appreciation (depreciation) of investments of the Portfolio at October 31, 2009, as determined on a federal income tax basis, were as follows:

Aggregate cost	$	1,351,400,341
Gross unrealized appreciation	$	59,401,813
Gross unrealized depreciation		(16,374,585	)
Net unrealized appreciation	$	43,027,228

The net unrealized depreciation on futures contracts, swaps, foreign currency, and forward foreign currency exchange contracts at October 31, 2009 on a federal income tax basis was $1,414,092.

5Financial Instruments

The Portfolio may trade in financial instruments with off-balance sheet risk in the normal course of its investing

31

Global Macro Portfolioas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

activities. These financial instruments may include written options, forward foreign currency exchange contracts, financial futures contracts and swap 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 do 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. A summary of written call options at October 31, 2009 is included in the Portfolio of Investments.

A summary of obligations under these financial instruments at October 31, 2009 is as follows:

Forward Foreign Currency Exchange Contracts
Sales
			Net Unrealized
			Appreciation
Settlement Date	Deliver	In Exchange For	(Depreciation)
11/6/09	Sri Lanka Rupee 465,000,000	United States Dollar 3,994,845	$	(54,002	)
11/6/09	Sri Lanka Rupee 555,200,000	United States Dollar 4,750,578		(83,659	)
11/13/09	Euro 20,059,386	United States Dollar 29,485,893		(33,851	)
11/16/09	Sri Lanka Rupee 59,389,025	United States Dollar 516,067		(333	)
11/23/09	South African Rand 125,771,407	United States Dollar 16,984,660		940,615
11/23/09	South African Rand 89,185,094	United States Dollar 12,040,650		663,743
1/8/10	Sri Lanka Rupee 232,000,000	United States Dollar 1,967,769		(38,515	)
1/8/10	Sri Lanka Rupee 555,200,000	United States Dollar 4,707,079		(94,166	)
1/15/10	Sri Lanka Rupee 358,000,000	United States Dollar 3,037,760		(56,427	)
1/15/10	Sri Lanka Rupee 493,387,250	United States Dollar 4,196,540		(67,796	)
1/15/10	Sri Lanka Rupee 644,000,000	United States Dollar 5,466,893		(99,186	)
2/5/10	Sri Lanka Rupee 980,450,000	United States Dollar 8,354,921		(105,367	)
4/1/10	Sri Lanka Rupee 196,503,780	United States Dollar 1,685,570		(4,650	)
4/9/10	Sri Lanka Rupee 590,820,000	United States Dollar 5,071,416		(8,145	)
4/30/10	Sri Lanka Rupee 59,560,000	United States Dollar 511,245		(198	)
5/17/10	Sri Lanka Rupee 825,699,025	United States Dollar 7,054,242		(28,116	)
7/20/10	Kazakhstan Tenge 724,740,200	United States Dollar 4,446,259	$	(310,575	)
7/21/10	Kazakhstan Tenge 719,872,000	United States Dollar 4,443,654		(280,801	)
7/23/10	Kazakhstan Tenge 722,665,700	United States Dollar 4,454,026		(287,909	)
			$	50,662
Purchases
			Net Unrealized
			Appreciation
Settlement Date	In Exchange For	Deliver	(Depreciation)
11/4/09	Indonesian Rupiah 44,390,000,000	United States Dollar 4,316,414	$	330,943
11/5/09	Mexican Peso 143,624,000	United States Dollar 11,092,541		(216,446	)
11/5/09	Polish Zloty 8,810,000	Euro 2,071,747		(4,031	)
11/5/09	Polish Zloty 70,678,544	Euro 16,647,873		(72,381	)
11/9/09	Indian Rupee 298,540,000	United States Dollar 6,318,307		36,988
11/9/09	Indian Rupee 271,180,000	United States Dollar 5,811,830		(38,972	)
11/10/09	Indian Rupee 434,383,100	United States Dollar 8,899,469		347,315
11/10/09	Indonesian Rupiah 44,665,000,000	United States Dollar 4,408,310		262,946
11/12/09	Russian Ruble 189,400,000	United States Dollar 6,461,958		13,927
11/12/09	Russian Ruble 167,700,000	United States Dollar 5,722,085		11,844
11/13/09	Australian Dollar 5,786,300	United States Dollar 5,199,974		3,694
11/13/09	South Korean Won 6,783,300,000	United States Dollar 5,810,605		(73,714	)
11/16/09	Indian Rupee 233,600,000	United States Dollar 4,816,495		155,128
11/16/09	New Turkish Lira 3,933,200	United States Dollar 2,678,927		(68,985	)
11/16/09	New Turkish Lira 13,197,861	United States Dollar 8,996,497		(238,831	)
11/16/09	Swedish Krona 38,590,000	Euro 3,739,667		(61,873	)
11/19/09	Malaysian Ringgit 19,030,000	United States Dollar 5,678,055		(103,676	)
11/19/09	Norwegian Krone 16,800,000	Euro 2,022,573		(44,123	)

32

Global Macro Portfolioas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

Forward Foreign Currency Exchange Contracts (continued)
Purchases
			Net Unrealized
			Appreciation
Settlement Date	In Exchange For	Deliver	(Depreciation)
11/19/09	Zambian Kwacha 13,734,200,000	United States Dollar 2,967,632	$	(14,615	)
11/20/09	Malaysian Ringgit 20,300,000	United States Dollar 6,047,066		(100,816	)
11/23/09	Colombian Peso 13,574,303,631	United States Dollar 7,122,814		(348,083	)
11/23/09	Mexican Peso 146,852,000	United States Dollar 11,328,114		(233,661	)
11/23/09	Norwegian Krone 70,861,300	Euro 8,466,105		(92,213	)
11/25/09	Indian Rupee 194,300,000	United States Dollar 4,045,388		88,508
11/30/09	Australian Dollar 5,954,800	United States Dollar 5,481,864		(135,160	)
11/30/09	Indonesian Rupiah 48,730,000,000	United States Dollar 5,027,339		51,348
11/30/09	Indonesian Rupiah 40,402,000,000	United States Dollar 4,244,799		(34,065	)
11/30/09	Norwegian Krone 47,010,000	Euro 5,637,569		(94,201	)
11/30/09	Serbian Dinar 313,210,000	Euro 3,328,480		(576	)
12/2/09	Brazilian Real 10,916,009	United States Dollar 6,177,008		(16,106	)
12/4/09	Indian Rupee 306,080,000	United States Dollar 6,512,340		(2,294	)
12/11/09	Zambian Kwacha 11,856,500,000	United States Dollar 2,226,573		309,741
12/21/09	Indian Rupee 193,900,000	United States Dollar 4,235,474		(113,724	)
12/21/09	Zambian Kwacha 11,950,000,000	United States Dollar 2,212,963		336,619
1/13/10	Indonesian Rupiah 55,064,550,000	United States Dollar 5,836,200		(128,255	)
1/14/10	Indian Rupee 551,810,000	United States Dollar 11,912,997		(192,723	)
1/21/10	Serbian Dinar 485,700,000	Euro 5,109,942		(13,955	)
1/27/10	Zambian Kwacha 11,959,337,900	United States Dollar 2,199,216		329,216
4/13/10	Ghanaian Cedi 6,220,000	United States Dollar 3,918,110		138,382
4/13/10	Ghanaian Cedi 66,150	United States Dollar 41,809		1,332
5/26/10	Zambian Kwacha 13,174,300,000	United States Dollar 2,226,893		445,980
5/27/10	Zambian Kwacha 12,099,250,000	United States Dollar 2,041,723		412,260
7/20/10	Ukraine Hryvna 44,684,900	United States Dollar 4,446,259	$	316,817
7/21/10	Ukraine Hryvna 43,991,900	United States Dollar 4,443,626		243,137
7/23/10	Ukraine Hryvna 44,107,800	United States Dollar 4,455,333		238,886
9/3/10	Ukraine Hryvna 29,770,000	United States Dollar 2,658,036		447,929
9/28/10	Zambian Kwacha 9,769,300,000	United States Dollar 1,855,518		46,830
6/15/11	China Renminbi 77,900,000	United States Dollar 11,785,174		196,644
6/15/11	China Renminbi 36,900,000	United States Dollar 5,586,677		88,921
			$	2,411,856

At October 31, 2009, closed forward foreign currency purchases and sales contracts excluded above amounted to a receivable of $211,619 and a payable of $56,782.

Futures Contracts
									Net
									Unrealized
Expiration			Aggregate						Appreciation
Date	Contracts	Position	Cost			Value			(Depreciation)
12/09	53 Euro-Bobl	Short	$	(8,987,338	)	$	(9,018,070	)	$	(30,732	)
12/09	43 Euro-Bund	Short		(7,675,695	)		(7,713,952	)		(38,257	)
12/09	21 Japan 10 Year Bond	Short		(32,319,143	)		(32,192,301	)		126,842
12/09	12 U.S. 30 Year Treasury Bond	Short		(1,428,989	)		(1,441,875	)		(12,886	)
12/09	189 U.S. 5 Year Treasury Note	Short		(21,816,910	)		(22,009,641	)		(192,731	)
12/09	43 U.S. 10 Year Treasury Note	Short		(5,021,443	)		(5,100,203	)		(78,760	)
									$	(226,524	)

Euro Bobl: Medium-term debt securities issued by the Federal Republic of Germany with a term to maturity of 4.5 to 5 years.

Euro Bund: Long-term debt securities issued by the Federal Republic of Germany with a term to maturity of 8.5 to 10.5 years.

33

Global Macro Portfolioas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

Japan 10 Year Bond: Japanese Government Bonds (JGB) having a maturity of 7 years or more but less than 11 years.

Interest Rate Swaps
		Portfolio
	Notional	Pays/							Net
	Amount	Receives	Floating	Annual					Unrealized
	(000’s	Floating	Rate	Fixed			Termination		Appreciation
Counterparty	omitted)	Rate	Index	Rate			Date		(Depreciation)
JPMorgan Chase Bank	BRL 86,633	Pay	Brazil Interbank Deposit Rate		9.67	%		1/03/11	$	(291,880	)
									$	(291,880	)

BRL - Brazalian Real

Credit Default Swaps — Sell Protection
							Current
		Notional		Contract			Market			Net
		Amount*		Annual			Annual			Unrealized
Reference		(000’s		Fixed	Termination		Fixed			Appreciation
Entity	Counterparty	omitted)		Rate**	Date		Rate***			(Depreciation)
Brazil	JPMorgan Chase Bank	$	8,400	5.25%		11/20/09		0.36	%	$	224,939
Colombia	Credit Suisse First Boston		8,800	4.90		11/20/09		0.96			216,886
Iceland	Barclays Bank PLC		5,000	1.70		3/20/18		3.22			(471,012	)
Iceland	Credit Suisse First Boston		5,000	1.70		3/20/18		3.22			(471,012	)
Iceland	JPMorgan Chase Bank		6,600	1.75		3/20/18		3.22			(600,452	)
Iceland	JPMorgan Chase Bank		4,000	1.90		3/20/18		3.22			(325,212	)
Iceland	JPMorgan Chase Bank		5,000	2.10		3/20/23		3.07			(399,248	)
Iceland	JPMorgan Chase Bank		5,000	2.45		3/20/23		3.07			(248,514	)
Kazakhstan	Barclays Bank PLC		7,600	9.75		11/20/09		0.82			377,313
										$	(1,696,312	)

Credit Default Swaps — Buy Protection
		Notional		Contract					Net
		Amount		Annual					Unrealized
Reference		(000’s		Fixed			Termination		Appreciation
Entity	Counterparty	omitted)		Rate**			Date		(Depreciation)
Austria	Barclays Bank PLC	$	8,800		0.44	%		12/20/13	$	22,145
Austria	Barclays Bank PLC		3,700		1.42			3/20/14		(143,853	)
Brazil	Barclays Bank PLC		9,000		1.65			9/20/19		(67,095	)
Greece	Credit Suisse First Boston		20,000		0.20			6/20/20		2,173,174
Greece	Goldman Sachs, Inc.		35,000		0.29			6/20/15		2,001,203
Greece	JPMorgan Chase Bank		20,000		0.13			9/20/17		1,799,720
Italy	Credit Suisse First Boston		18,200		0.20			12/20/16		672,243
Lebanon	Citigroup Global Markets		5,500		1.00	(1)		12/20/14		(43,675	)
Lebanon	Citigroup Global Markets		4,600		3.30			9/20/14		(150,749	)
Malaysia	Bank of America		3,900		0.83			12/20/14		21,300
Malaysia	Barclays Bank PLC		7,800		0.82			12/20/14		45,503
Malaysia	Barclays Bank PLC		7,400		2.40			3/20/14		(499,533	)
Malaysia	Citigroup Global Markets		7,300		2.45			3/20/14		(508,518	)
Philippines	Barclays Bank PLC		8,000		1.84			12/20/14	$	(23,722	)
Philippines	Citigroup Global Markets		3,800		1.84			12/20/14		(11,268	)
Philippines	Citigroup Global Markets		5,000		1.88			6/20/11		(62,795	)
Philippines	Credit Suisse First Boston		5,000		1.88			6/20/11		(62,795	)
Philippines	JPMorgan Chase Bank		5,000		1.88			6/20/11		(62,795	)
Serbia	HSBC Bank USA		7,000		1.30			5/20/11		221,179
South Africa	Bank of America		6,300		1.00	(1)		12/20/19		(12,027	)
South Africa	Barclays Bank PLC		6,300		1.00	(1)		12/20/19		(56,452	)
Thailand	Barclays Bank PLC		7,500		0.97			9/20/19		123,834
Thailand	Citigroup Global Markets		7,700		0.86			12/20/14		84,992
Thailand	Citigroup Global Markets		3,700		0.95			9/20/19		67,167
Thailand	JPMorgan Chase Bank		3,900		0.87			12/20/14		41,169
Turkey	Barclays Bank PLC		4,170		2.12			1/20/13		(105,557	)
Turkey	Citigroup Global Markets		9,400		2.93			9/20/19		(601,369	)
Turkey	Credit Suisse First Boston		4,120		2.11			1/20/13		(102,894	)
Turkey	Credit Suisse First Boston		5,000		2.87			7/20/11		(193,405	)
Turkey	JPMorgan Chase Bank		12,610		2.12			1/20/13		(319,203	)
Turkey	JPMorgan Chase Bank		10,000		3.16			4/20/10		(127,870	)
Turkey	Morgan Stanley		5,000		4.05			4/06/14		(480,934	)
									$	3,637,120

*	If the Portfolio is the seller of credit protection, the notional amount is the maximum potential amount of future payments the Portfolio could be required to make if a credit event, as defined in the credit default swap agreement, were to occur. At October 31, 2009, such maximum potential amount for all open credit default swaps in which the Portfolio is the seller was $55,400,000.
**	The contract annual fixed rate represents the fixed rate of interest received by the Portfolio (as a seller of protection) or paid by the Portfolio (as a buyer of protection) annually on the notional amount of the credit default swap contract.
***	Current market annual fixed rates, utilized in determining the net unrealized appreciation or depreciation as of period end, serve as an indicator of the market’s perception of the current status of the payment/performance risk associated with the credit derivative. The current market annual fixed rate of a particular reference entity reflects the cost, as quoted by the pricing vendor, of selling protection against default of that entity as of period end and may include upfront payments required to be made to enter into the agreement. The higher the fixed rate, the greater the market perceived risk of a credit event involving the reference entity. A rate identified as “Defaulted” indicates a credit event has occurred for the reference entity.
(1)	Upfront payment is exchanged with the counterparty as a result of the standardized trading coupon.

34

Global Macro Portfolioas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

Total Return Swaps
					Net
	Notional	Expiration			Unrealized
Counterparty	Amount	Date	Portfolio Pays	Portfolio Receives	Depreciation
JPMorgan Chase Bank	$2,400,621	8/25/10	1-Month USD LIBOR-BBA+50 bp	Total Return on JPMorgan Abu Dhabi Index	$	(70,997	)
					$	(70,997	)

Cross-Currency Swaps
	Notional	Notional
	Amount	Amount
	on Fixed	on Floating
	Rate	Rate
	(Currency	(Currency							Net
	Received)	Delivered)		Floating	Fixed		Termination		Unrealized
Counterparty	(000’s omitted)	(000’s omitted)		Rate	Rate		Date		Depreciation
Citigroup Global Markets	TRY 4,000	$	2,475	3 Month USD-LIBOR-BBA		11.95%		2/15/12	$	(565,569	)
Citigroup Global Markets	TRY 8,441	$	5,091	3 Month USD-LIBOR-BBA		12.10		2/15/12		(1,339,865	)
Citigroup Global Markets	TRY 12,367	$	7,361	3 Month USD-LIBOR-BBA		12.46		8/14/13		(1,683,569	)
Credit Suisse	TRY 6,790	$	3,922	3 Month USD-LIBOR-BBA		12.45		2/15/12		(1,246,359	)
JPMorgan Chase Bank	TRY 13,609	$	9,252	3 Month USD-LIBOR-BBA		11.20		5/21/14		(389,302	)
									$	(5,224,664	)

TRY - New Turkish Lira

The Portfolio pays interest on the currency received and receives interest on the currency delivered. At the termination date, the notional amount of the currency received will be exchanged for the notional amount of the currency delivered.

Written currency call options activity for the year ended October 31, 2009 was as follows:

	Principal
	Amount of Contracts	Premiums
	(000’s omitted)	Received
Outstanding, beginning of year	—	$	—
Options written	JPY  4,078,000		522,711
Outstanding, end of year	JPY  4,078,000	$	522,711

JPY - Japanese Yen

At October 31, 2009, the Portfolio had sufficient cash and/or securities to cover commitments under these contracts.

The Portfolio adopted FASB Statement of Financial Accounting Standards No. 161 (FAS 161), “Disclosures about Derivative Instruments and Hedging Activities”, (currently FASB Accounting Standards Codification (ASC) 815-10), effective May 1, 2009. Such standard requires enhanced disclosures about an entity’s derivative and hedging activities, including qualitative disclosures about the objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of and gains and losses on derivative instruments, and disclosures about credit-risk related contingent features in derivative instruments. The disclosure below includes additional information as a result of implementing FAS 161.

In the normal course of pursuing its investment objectives, the Portfolio is subject to the following risks:

Credit Risk: The Portfolio may enter into credit default swap contracts to manage its credit risk, to gain exposure to a credit in which the Portfolio may otherwise invest, or to enhance return.

Equity Risk: The Portfolio may enter into total return swap agreements on a security, basket of securities or an index to enhance return, to change the duration of the overall portfolio, to hedge against fluctuations in securities prices or interest rates or as substitution for the purchase or sale of securities.

Foreign Exchange Risk: The Portfolio holds foreign currency denominated investments. The value of these investments and related receivables and payables may change due to future changes in foreign currency exchange rates. To hedge against this risk, the Portfolio may enter into forward foreign currency exchange contracts. The Portfolio may also enter into such contracts to hedge the currency risk of investments it anticipates purchasing. The Portfolio may also purchase or write currency option contracts to enhance return.

Interest Rate Risk: The Portfolio holds fixed-rate bonds. The value of these bonds may decrease if interest rates rise. To hedge against this risk, the Portfolio may enter into interest rate and cross-currency swap contracts. The Portfolio may also purchase and sell U.S. Treasury and foreign debt futures contracts to hedge against changes in interest rates.

The Portfolio enters into swap contracts and forward foreign currency exchange contracts that may contain provisions whereby the counterparty may terminate the contract under certain conditions, including but not limited to a decline in the Portfolio’s net assets below a certain level over a certain period of time, which would trigger a payment by the Portfolio for those derivatives in a liability position. At October 31, 2009, the fair value of derivatives with credit-related contingent features in a net liability position was $3,712,570. The aggregate fair value of assets pledged as collateral by the Portfolio for such liability was $7,140,292 at October 31, 2009.

The non-exchange traded derivatives in which the Portfolio invests, including swap contracts, over-the-counter options and forward foreign currency exchange

35

Global Macro Portfolioas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

contracts, are subject to the risk that the counterparty to the contract fails to perform its obligations under the contract. The Portfolio is not subject to counterparty credit risk with respect to its written options as the Portfolio, not the counterparty, is obligated to perform under such derivatives. At October 31, 2009, the maximum amount of loss the Portfolio would incur due to counterparty risk was $15,330,605, representing the fair value of such derivatives in an asset position. Such amount would be increased by any unamortized upfront payments made by the Portfolio. To mitigate this risk, the Portfolio has entered into master netting agreements with substantially all its derivative counterparties, which allows it and a counterparty to aggregate amounts owed by each of them for derivative transactions under the agreement into a single net amount payable by either the Portfolio or the counterparty. At October 31, 2009, the maximum amount of loss the Portfolio would incur due to counterparty risk would be reduced by approximately $11,113,000 due to master netting agreements. Counterparties may be required to pledge collateral in the form of cash, U.S. Government securities or highly-rated bonds for the benefit of the Portfolio if the net amount due from the counterparty with respect to a derivative contract exceeds a certain threshold. The amount of collateral posted by the counterparties with respect to such contracts would also reduce the amount of any loss incurred.

The fair value of derivative instruments (not considered to be hedging instruments for accounting disclosure purposes) by risk exposure at October 31, 2009 was as follows:

	Fair Value
Statement of Assets and							Foreign			Interest
Liabilities Caption	Credit			Equity			Exchange			Rate
Unaffiliated investments, at value	$	—		$	—		$	566,526		$	—
Net unrealized appreciation		—			—			—			126,842	*
Receivable for open and closed forward foreign currency exchange contracts		—			—			6,671,312			—
Receivable for open swap contracts		8,092,767			—			—			—
Total Asset Derivatives	$	8,092,767		$	—		$	7,237,838		$	126,842
Written options outstanding, at value	$	—		$	—		$	(213,391	)	$	—
Net unrealized appreciation		—			—			—			(353,366	)*
Payable for open and closed forward foreign currency exchange contracts		—			—			(4,053,957	)		—
Payable for open swap contracts		(6,151,959	)		(70,997	)		—			(5,516,544	)
Total Liability Derivatives	$	(6,151,959	)	$	(70,997	)	$	(4,267,348	)	$	(5,869,910	)

* Amount represents cumulative unrealized appreciation or (depreciation) on futures contracts in the Futures Contracts table above. Only the current day’s variation margin on open futures contracts is reported within the Statement of Assets and Liabilities as Receivable or Payable for variation margin, as applicable.

The effect of derivative instruments (not considered to be hedging instruments for accounting disclosure purposes) by risk exposure for the six months ended October 31, 2009 was as follows:

						Foreign
Statement of Operations Caption	Credit		Equity			Exchange			Interest Rate
Net realized gain (loss) —
Investment transactions	$	—	$	—		$	(159,120	)	$	—
Financial futures contracts		—		—			—			2,021,689
Written options		—		—			—			—
Swap contracts		146,540		1,004,865			—			(88,302	)
Foreign currency and forward foreign currency exchange contract transactions		—		—			3,347,885			—
Total	$	146,540	$	1,004,865		$	3,188,765		$	1,933,387
Change in unrealized appreciation (depreciation) —
Investments	$	—	$	—		$	(159,409	)	$	—
Financial futures contracts		—		—			—			(1,702,750	)
Written options				—			272,054			—
Swap contracts		2,251,649		(155,005	)		—			(3,552,815	)
Foreign currency and forward foreign currency exchange contracts		—		—			3,794,889			—
Total	$	2,251,649	$	(155,005	)	$	3,907,534		$	(5,255,565	)

The average notional amounts of futures contracts, forward foreign currency exchange contracts, and swap contracts outstanding during the six months ended October 31, 2009, which are indicative of the volume of these derivative types, were approximately $95,138,000, $337,333,000, and $341,867,412, respectively. The average principal amount of purchased option contracts outstanding during the six months ended October 31, 2009 was approximately $36,053,000.

6Line 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

36

Global Macro Portfolioas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

quarter. The Portfolio did not have any significant borrowings or allocated fees during the year ended October 31, 2009.

7Risks Associated with Foreign Investments

Investing in securities issued by entities whose principal business activities are outside the United States may involve significant risks not present in domestic investments. For example, there is generally less publicly available information about foreign companies, particularly those not subject to the disclosure and reporting requirements of the U.S. securities laws. Certain foreign issuers are generally not bound by uniform accounting, auditing, and financial reporting requirements and standards of practice comparable to those applicable to domestic issuers. Investments in foreign securities also involve the risk of possible adverse changes in investment or exchange control regulations, expropriation or confiscatory taxation, limitation on the removal of funds or other assets of the Portfolio, political or financial instability or diplomatic and other developments which could affect such investments. Foreign securities markets, while growing in volume and sophistication, are generally not as developed as those in the United States, and securities of some foreign issuers (particularly those located in developing countries) may be less liquid and more volatile than securities of comparable U.S. companies. In general, there is less overall governmental supervision and regulation of foreign securities markets, broker-dealers and issuers than in the United States.

8Fair Value Measurements

The Portfolio adopted FASB Statement of Financial Accounting Standards No. 157 (FAS 157), “Fair Value Measurements”, (currently FASB ASC 820-10), effective November 1, 2008. Such standard established a three-tier hierarchy to prioritize the assumptions, referred to as inputs, used in valuation techniques to measure fair value. The three-tier hierarchy of inputs is summarized in the three broad levels listed below.

•  Level 1 – quoted prices in active markets for identical investments

•  Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

•  Level 3 – significant unobservable inputs (including a fund’s own assumptions in determining the fair value of investments)

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

At October 31, 2009, the inputs used in valuing the Portfolio’s investments, which are carried at value, were as follows:

	Quoted
	Prices in
	Active			Significant
	Markets for			Other			Significant
	Identical			Observable			Unobservable
	Assets			Inputs			Inputs
Asset Description	(Level 1)			(Level 2)			(Level 3)		Total
Foreign Government Bonds	$	—		$	116,324,861		$	2,353,740	$	118,678,601
Foreign Corporate Bonds & Notes		—			10,052,479			—		10,052,479
Corporate Bonds & Notes		—			1,646,193			—		1,646,193
Collateralized Mortgage Obligations		—			104,625,479			—		104,625,479
Mortgage Pass-Throughs		—			687,056,210			—		687,056,210
Commercial Mortgage-Backed Securities		—			35,259,106			—		35,259,106
U.S. Government Agency Bonds		—			5,563,135					5,563,135
U.S. Treasury Obligations		—			2,081,485			—		2,081,485
Common Stocks		—			4,364,717			—		4,364,717
Investment Companies		489,202			—			—		489,202
Currency Options Purchased		—			566,526			—		566,526
Short-Term Investments		64,189,485			359,854,951			—		424,044,436
Total Investments	$	64,678,687		$	1,327,395,142		$	2,353,740	$	1,394,427,569
Forward Foreign Currency Exchange Contracts	$	—		$	6,671,312		$	—	$	6,671,312
Swaps Contracts		—			8,092,767			—		8,092,767
Futures Contracts		126,842			—			—		126,842
Total	$	64,805,529		$	1,342,159,221		$	2,353,740	$	1,409,318,490
Liability Description
Currency Options Written	$	—		$	(213,391	)	$	—	$	(213,391	)
Forward Foreign Currency Exchange Contracts		—			(4,053,957	)		—		(4,053,957	)
Swaps Contracts		—			(11,739,500	)		—		(11,739,500	)
Futures Contracts		(353,366	)		—			—		(353,366	)
Securities Sold Short		—			(40,556,114	)		—		(40,556,114	)
Total	$	(353,366	)	$	(56,562,962	)	$	—	$	(56,916,328	)

The following is a reconciliation of Level 3 assets for which significant unobservable inputs were used to determine fair value:

37

Global Macro Portfolioas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

	Investments in
	Foreign			Investments in
	Government			Short-Term
	Bonds			Investments			Total
Balance as of October 31, 2008	$	5,728,740		$	5,083,165		$	10,811,905
Realized gains (losses)		—			(783,393	)		(783,393	)
Change in net unrealized appreciation (depreciation)*		(1,058,120	)		227,260			(830,860	)
Net purchases (sales)		—			(4,527,032	)		(4,527,032	)
Accrued discount (premium)		(5,605	)		—			(5,605	)
Net transfers to (from) Level 3		(2,311,275	)		—			(2,311,275	)
Balance as of October 31, 2009	$	2,353,740		$	—		$	2,353,740
Change in net unrealized appreciation (depreciation) on investments still held as of October 31, 2009*	$	(654,608	)	$	—		$	(654,608	)

* Amount is included in the related amount on investments in the Statement of Operations.

9Review for Subsequent Events

In connection with the preparation of the financial statements of the Portfolio as of and for the year ended October 31, 2009, events and transactions subsequent to October 31, 2009 through December 23, 2009, the date the financial statements were issued, have been evaluated by the Portfolio’s management for possible adjustment and/or disclosure. Management has not identified any subsequent events requiring financial statement disclosure as of the date these financial statements were issued.

38

Global Macro Portfolioas of October 31, 2009

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Trustees and Investors of
Global Macro Portfolio:

We have audited the accompanying statement of assets and liabilities of Global Macro Portfolio (the “Portfolio”), including the portfolio of investments, as of October 31, 2009, 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 three years in the period then ended. These financial statements and supplementary data are the responsibility of the Portfolio’s management. Our responsibility is to express an opinion on these financial statements and supplementary data based on our audits. The supplementary data for the year ended October 31, 2006, and all prior periods presented, were audited by other auditors. Those auditors expressed an unqualified opinion on that supplementary data in their report dated December 27, 2006.

We conducted our audits in accordance with the 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. The Portfolio is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Portfolio’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of October 31, 2009, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and supplementary data referred to above present fairly, in all material respects, the financial position of Global Macro Portfolio as of October 31, 2009, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the supplementary data for each of the three years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 23, 2009

39

Eaton Vance Global Macro Absolute Return Fundas of October 31, 2009
Global Macro Portfolio

SPECIAL MEETING OF SHAREHOLDERS (Unaudited)

Eaton Vance Global Macro Absolute Return Fund

The Fund held a joint Special Meeting of Shareholders on October 23, 2009 (adjourned from September 25, 2009) to approve an amendment to the current fundamental investment restriction regarding the purchase or sale of physical commodities and commodities contracts to provide that the Fund may invest in all types of commodities, commodities contracts and commodities related investments to the extent permitted by law. The following action was taken by the shareholders:

Number of Shares
For	Against		Abstain
5,965,875		101,029		128,960

Global Macro Portfolio

The Portfolio held a joint Special Meeting of Interestholders on October 23, 2009 (adjourned from September 25, 2009) to approve an amendment to the current fundamental investment restriction regarding the purchase or sale of physical commodities and commodities contracts to provide that the Portfolio may invest in all types of commodities, commodities contracts and commodities related investments to the extent permitted by law. The following action was taken by the interestholders:

Interest in the Portfolio
For	Against			Abstain
79%		5	%		6	%

Results are rounded to the nearest whole number.

40

Eaton Vance Global Macro Absolute Return 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 27, 2009, the Board, including a majority of the Independent Trustees, voted to approve continuation of existing advisory and sub-advisory agreements for the Eaton Vance Funds for an additional one-year period. In voting its approval, the Board relied upon the affirmative recommendation of the Contract Review Committee of the Board (formerly the Special Committee), which is a committee comprised exclusively of Independent Trustees. Prior to making its recommendation, the Contract Review Committee reviewed information furnished for a series of meetings of the Contract Review Committee held in February, March and April 2009. Such information included, among other things, the following:

Information about Fees, Performance and Expenses

•  An independent report comparing the advisory and related fees paid by each fund with fees paid by comparable funds;

•  An independent report comparing each fund’s total expense ratio and its components to comparable funds;

•  An independent report comparing the investment performance of each fund to the investment performance of comparable funds over various time periods;

•  Data regarding investment performance in comparison to relevant peer groups of funds and appropriate indices;

•  Comparative information concerning fees charged by each adviser for managing other mutual funds and institutional accounts using investment strategies and techniques similar to those used in managing the fund;

•  Profitability analyses for each adviser with respect to each fund;

Information about Portfolio Management

•  Descriptions of the investment management services provided to each fund, including the investment strategies and processes employed, and any changes in portfolio management processes and personnel;

•  Information concerning the allocation of brokerage and the benefits received by each adviser as a result of brokerage allocation, including information concerning the acquisition of research through “soft dollar” benefits received in connection with the funds’ brokerage, and the implementation of a soft dollar reimbursement program established with respect to the funds;

•  Data relating to portfolio turnover rates of each fund;

•  The procedures and processes used to determine the fair value of fund assets and actions taken to monitor and test the effectiveness of such procedures and processes;

Information about each Adviser

•  Reports detailing the financial results and condition of each adviser;

•  Descriptions of the qualifications, education and experience of the individual investment professionals whose responsibilities include portfolio management and investment research for the funds, and information relating to their compensation and responsibilities with respect to managing other mutual funds and investment accounts;

•  Copies of the Codes of Ethics of each adviser and its affiliates, together with information relating to compliance with and the administration of such codes;

•  Copies of or descriptions of each adviser’s proxy voting policies and procedures;

•  Information concerning the resources devoted to compliance efforts undertaken by each adviser and its affiliates on behalf of the funds (including descriptions of various compliance programs) and their record of compliance with investment policies and restrictions, including policies with respect to market-timing, late trading and selective portfolio disclosure, and with policies on personal securities transactions;

•  Descriptions of the business continuity and disaster recovery plans of each adviser and its affiliates;

Other Relevant Information

•  Information concerning the nature, cost and character of the administrative and other non-investment management services provided by Eaton Vance Management and its affiliates;

•  Information concerning management of the relationship with the custodian, subcustodians and fund accountants by each adviser or the funds’ administrator; and

•  The terms of each advisory agreement.

41

Eaton Vance Global Macro Absolute Return 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, 2009, the Board met eighteen times and the Contract Review Committee, the Audit Committee, the Governance Committee, the Portfolio Management Committee and the Compliance Reports and Regulatory Matters Committee, each of which is a Committee comprised solely of Independent Trustees, met seven, five, six, six and six times, respectively. At such meetings, the Trustees received, among other things, presentations by the portfolio managers and other investment professionals of each adviser relating to the investment performance of each fund and the investment strategies used in pursuing the fund’s investment objective.

For funds that invest through one or more underlying portfolios, the Board considered similar information about the portfolio(s) when considering the approval of advisory agreements. In addition, in cases where the fund’s investment adviser has engaged a sub-adviser, the Board considered similar information about the sub-adviser when considering the approval of any sub-advisory agreement.

The Contract Review Committee was assisted throughout the contract review process by Goodwin Procter LLP, legal counsel for the Independent Trustees. The members of the Contract Review Committee relied upon the advice of such counsel and their own business judgment in determining the material factors to be considered in evaluating each advisory and sub-advisory agreement and the weight to be given to each such factor. The conclusions reached with respect to each advisory and sub-advisory agreement were based on a comprehensive evaluation of all the information provided and not any single factor. Moreover, each member of the Contract Review Committee may have placed varying emphasis on particular factors in reaching conclusions with respect to each advisory and sub-advisory agreement.

Results of the Process

Based on its consideration of the foregoing, and such other information as it deemed relevant, including the factors and conclusions described below, the Contract Review Committee concluded that the continuance of the investment advisory agreement between Eaton Vance Global Macro Fund (the “Fund”) with Eaton Vance Management (“EVM”), as well as the investment advisory agreement for Global Macro Portfolio, the portfolio in which the Fund invests (the “Portfolio”), with Boston Management and Research (“BMR”), an affiliate of EVM (EVM, with respect to the Fund, and BMR, with respect to the Portfolio, are each referred to herein as the “Adviser”), including the fee structure of each agreement, is in the interests of shareholders and, therefore, the Contract Review Committee recommended to the Board approval of the agreements. 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 agreements for the Fund and Portfolio.

Nature, Extent and Quality of Services

In considering whether to approve the investment advisory agreements of the Fund and the Portfolio, the Board evaluated the nature, extent and quality of services to be provided to the Fund by EVM and Portfolio by BMR.

The Board considered EVM’s and BMR’s management capabilities and investment process with respect to the types of investments to be held by the Fund and 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 Fund and the Portfolio, including recent changes to such personnel. The Board specifically noted EVM’s and BMR’s expertise with respect to global markets and in-house research capabilities. The Board also took into account the resources dedicated to portfolio management and other services, including the compensation paid to recruit and retain investment personnel, and the time and attention devoted to the Fund and Portfolio by senior management. The Board noted that, under the terms of the investment advisory agreement of the Fund, EVM may invest assets of the Fund directly in securities, for which it would receive a fee, or in the Portfolio, for which it receives no separate fee but for which BMR receives an advisory fee from the Portfolio. The Trustees considered the potential benefits to the Fund of the ability to make direct investments, such as an improved ability to: manage the Fund’s duration, or other general market exposures, using certain derivatives; add exposure to specific market sectors or asset classes without changing the Portfolio’s investments, which would affect any other fund investing in the Portfolio; hedge some of the general market risks of the Portfolio while retaining the value added by the individual manager; and hedge a portion of the exposures of the Portfolio while retaining others (e.g., hedging the U.S. government exposure of the Portfolio while retaining its exposure to high-grade corporate bonds).

The Board also reviewed the compliance programs of the Adviser and relevant affiliates thereof. Among other matters, the Board considered compliance and reporting matters relating to personal trading by investment personnel, selective disclosure of portfolio holdings, late trading, frequent trading, portfolio valuation, business continuity and the allocation of investment opportunities. The Board also evaluated the responses of the Adviser and its affiliates to requests from regulatory authorities such as the Securities and Exchange Commission and the Financial Industry Regulatory Authority.

42

Eaton Vance Global Macro Absolute Return Fund

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

The Board considered shareholder and other administrative services provided or managed by EVM and its affiliates, including transfer agency and accounting services. The Board evaluated the benefits to shareholders of investing in a fund that is a part of a large family of funds, including the ability, in many cases, to exchange an investment among different funds without incurring additional sales charges.

The Board considered the Adviser’s recommendations for Board action and other steps taken in response to the unprecedented dislocations experienced in the capital markets over recent periods, including sustained periods of high volatility, credit disruption and government intervention. In particular, the Board considered the Adviser’s efforts and expertise with respect to each of the following matters as they relate to the Fund and/or other funds within the Eaton Vance family of funds: (i) negotiating and maintaining the availability of bank loan facilities and other sources of credit used for investment purposes or to satisfy liquidity needs; (ii) establishing the fair value of securities and other instruments held in investment portfolios during periods of market volatility and issuer-specific disruptions; and (iii) the ongoing monitoring of investment management processes and risk controls.

After consideration of the foregoing factors, among others, the Board concluded that the nature, extent and quality of services provided by the Adviser, taken as a whole, are appropriate and consistent with the terms of the investment advisory agreements.

Fund Performance

The Board compared the Fund’s investment performance to a relevant universe of similarly managed funds identified by an independent data provider and appropriate benchmark indices. The Board reviewed comparative performance data for the one-, three-, five- and ten-year periods ended September 30, 2008 for the Fund. The Board concluded that 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, including administrative fees, and the Fund’s total expense ratio for the year ended September 30, 2008, as compared to a group of similarly managed funds selected by an independent data provider. The Board considered the fact that the Adviser had waived fees and/or paid expenses for the Fund.

After reviewing the foregoing information, and in light of the nature, extent and quality of the services provided by the Adviser, the Board concluded that the management fees proposed to be charged for advisory and related services and the Fund’s total expense ratio are reasonable.

Profitability

The Board reviewed the level of profits realized by the Adviser and relevant affiliates thereof in providing investment advisory and administrative services to the Portfolio, the Fund and all Eaton Vance Funds as a group. The Board considered the level of profits realized without regard to revenue sharing or other payments by the Adviser and its affiliates to third parties in respect of distribution services. The Board also considered other direct or indirect benefits received by the Adviser and its affiliates in connection with its relationship with the Portfolio and the Fund.

The Board concluded that, in light of the foregoing factors and the nature, extent and quality of the services rendered, the profits realized by the Adviser and its affiliates are reasonable.

Economies of Scale

In reviewing management fees and profitability, the Board also considered the extent to which the Adviser and its affiliates, on the one hand, and the Fund, on the other hand, can expect to realize benefits from economies of scale as the assets of the Fund and the Portfolio increase. The Board acknowledged the difficulty in accurately measuring the benefits resulting from the economies of scale with respect to the management of any specific fund or group of funds. The Board reviewed data summarizing the increases and decreases in the assets of the Fund and of all Eaton Vance Funds as a group over various time periods, and evaluated the extent to which the total expense ratio of the Fund and the profitability of the Adviser and its affiliates may have been affected by such increases or decreases. Based upon the foregoing, the Board concluded that the benefits from economies of scale are currently being shared equitably by the Adviser and its affiliates and the Fund. The Board also concluded that, assuming reasonably foreseeable increases in the assets of the Portfolio, the structure of the advisory fee, which includes breakpoints at several asset levels, can be expected to cause the Adviser and its affiliates and the Fund to continue to share such benefits equitably.

43

Eaton Vance Global Macro Absolute Return Fund

MANAGEMENT AND ORGANIZATION

Fund Management. The Trustees of Eaton Vance Mutual Funds Trust (the Trust) and Global Macro 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 Two International Place, Boston, Massachusetts 02110. 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, “Parametric” refers to Parametric Portfolio Associates LLC and “EVD” refers to Eaton Vance Distributors, Inc. EVC and EV are the corporate parent and trustee, respectively, of EVM and BMR. EVD is the Fund’s principal underwriter, the Portfolio’s placement agent and a wholly-owned subsidiary of EVC. Each officer affiliated with Eaton Vance may hold a position with other Eaton Vance affiliates that is comparable to his or her position with EVM listed below.

	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
Thomas E. Faust Jr. 5/31/58	Trustee and President of the Trust	Trustee since 2007 and President of the Trust since 2002	Chairman, Chief Executive Officer and President of EVC, Director and President of EV, Chief Executive Officer and President of EVM and BMR, and Director of EVD. Trustee and/or officer of 176 registered investment companies and 4 private investment companies managed by EVM or BMR. Mr. Faust is an interested person because of his positions with EVM, BMR, EVD, EVC and EV, which are affiliates of the Trust and Portfolio.		176	Director of EVC
Noninterested Trustees
Benjamin C. Esty 1/2/63	Trustee	Since 2005	Roy and Elizabeth Simmons Professor of Business Administration and Finance Unit Head, Harvard University Graduate School of Business Administration.		176	None
Allen R. Freedman 4/3/40	Trustee	Since 2007	Former Chairman (2002-2004) and a Director (1983-2004) of Systems & Computer Technology Corp. (provider of software to higher education). Formerly, a Director of Loring Ward International (fund distributor) (2005-2007). Formerly, Chairman and a Director of Indus International, Inc. (provider of enterprise management software to the power generating industry) (2005-2007).		176	Director of Assurant, Inc. (insurance provider) and Stonemor Partners, L.P. (owner and operator of cemeteries)
William H. Park 9/19/47	Trustee	Since 2003	Vice Chairman, Commercial Industrial Finance Corp. (specialty finance company) (since 2006). Formerly, President and Chief Executive Officer, Prizm Capital Management, LLC (investment management firm) (2002-2005).		176	None
Ronald A. Pearlman 7/10/40	Trustee	Since 2003	Professor of Law, Georgetown University Law Center.		176	None
Helen Frame Peters 3/22/48	Trustee	Since 2008	Professor of Finance, Carroll School of Management, Boston College. Adjunct Professor of Finance, Peking University, Beijing, China (since 2005).		176	Director of BJ’s Wholesale Club, Inc. (wholesale club retailer)
Heidi L. Steiger 7/8/53	Trustee	Since 2007	Managing Partner, Topridge Associates LLC (global wealth management firm) (since 2008); Senior Advisor (since 2008), President (2005-2008), Lowenhaupt Global Advisors, LLC (global wealth management firm). Formerly, President and Contributing Editor, Worth Magazine (2004-2005). Formerly, Executive Vice President and Global Head of Private Asset Management (and various other positions), Neuberger Berman (investment firm) (1986-2004).		176	Director of Nuclear Electric Insurance Ltd. (nuclear insurance provider), Aviva USA (insurance provider) and CIFG (family of financial guaranty companies) and Advisory Director of Berkshire Capital Securities LLC (private investment banking firm)

44

Eaton Vance Global Macro Absolute Return Fund

MANAGEMENT AND ORGANIZATION CONT’D

	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
Noninterested Trustees (continued)
Lynn A. Stout 9/14/57	Trustee	Since 1998	Paul Hastings Professor of Corporate and Securities Law (since 2006) and Professor of Law (2001-2006), University of California at Los Angeles School of Law.		176	None
Ralph F. Verni 1/26/43	Chairman of the Board and Trustee	Chairman of the Board since 2007 and Trustee since 2005	Consultant and private investor.		176	None

Principal Officers who are not Trustees

	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
William H. Ahern, Jr. 7/28/59	Vice President of the Trust	Since 1995	Vice President of EVM and BMR. Officer of 76 registered investment companies managed by EVM or BMR.
John R. Baur 2/10/70	Vice President	Of the Trust since 2008 and of the Portfolio since 2007	Vice President of EVM and BMR. Previously, attended Johnson Graduate School of Management, Cornell University (2002-2005), and prior thereto he was an Account Team Representative in Singapore for Applied Materials, Inc. Officer of 35 registered investment companies managed by EVM or BMR.
Michael A. Cirami 12/24/75	Vice President	Of the Trust since 2008 and of the Portfolio since 2007	Vice President of EVM and BMR. Officer of 35 registered investment companies managed by EVM or BMR.
Cynthia J. Clemson 3/2/63	Vice President of the Trust	Since 2005	Vice President of EVM and BMR. Officer of 92 registered investment companies managed by EVM or BMR.
Charles B. Gaffney 12/4/72	Vice President of the Trust	Since 2007	Director of Equity Research and a Vice President of EVM and BMR. Officer of 32 registered investment companies managed by EVM or BMR.
Christine M. Johnston 11/9/72	Vice President	Since 2007	Vice President of EVM and BMR. Officer of 37 registered investment companies managed by EVM or BMR.
Aamer Khan 6/7/60	Vice President of the Trust	Since 2005	Vice President of EVM and BMR. Officer of 35 registered investment companies managed by EVM or BMR.
Thomas H. Luster 4/8/62	Vice President of the Trust	Since 2006	Vice President of EVM and BMR. Officer of 54 registered investment companies managed by EVM or BMR.
Robert B. MacIntosh 1/22/57	Vice President of the Trust	Since 1998	Vice President of EVM and BMR. Officer of 91 registered investment companies managed by EVM or BMR.
Jeffrey A. Rawlins 10/6/61	Vice President of the Trust	Since 2009	Vice President of EVM and BMR. Previously, a Managing Director of the Fixed Income Group at State Street Research and Management (1989-2005). Officer of 31 registered investment companies managed by EVM or BMR.
Duncan W. Richardson 10/26/57	Vice President of the Trust	Since 2001	Director of EVC and Executive Vice President and Chief Equity Investment Officer of EVC, EVM and BMR. Officer of 80 registered investment companies managed by EVM or BMR.
Judith A. Saryan 8/21/54	Vice President of the Trust	Since 2003	Vice President of EVM and BMR. Officer of 51 registered investment companies managed by EVM or BMR.
Susan Schiff 3/13/61	Vice President	Since 2002	Vice President of EVM and BMR. Officer of 37 registered investment companies managed by EVM or BMR.

45

Eaton Vance Global Macro Absolute Return Fund

MANAGEMENT AND ORGANIZATION CONT’D

	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
Principal Officers who are not Trustees (continued)
Thomas Seto 9/27/62	Vice President of the Trust	Since 2007	Vice President and Director of Portfolio Management of Parametric. Officer of 32 registered investment companies managed by EVM or BMR.
David M. Stein 5/4/51	Vice President of the Trust	Since 2007	Managing Director and Chief Investment Officer of Parametric. Officer of 32 registered investment companies managed by EVM or BMR.
Eric Stein 4/18/80	Vice President of the Portfolio	Since 2008	Vice President of EVM and BMR. Officer of 1 registered investment company managed by EVM or BMR.
Dan R. Strelow 5/27/59	Vice President of the Trust	Since 2009	Vice President of EVM and BMR since 2005. Previously, a Managing Director (since 1988) and Chief Investment Officer (since 2001) of the Fixed Income Group at State Street Research and Management. Officer of 31 registered investment companies managed by EVM or BMR.
Mark S. Venezia 5/23/49	Vice President of the Trust and President of the Portfolio	Vice President of the Trust since 2007 and President of the Portfolio since 2002	Vice President of EVM and BMR. Officer of 38 registered investment companies managed by EVM or BMR.
Adam A. Weigold 3/22/75	Vice President of the Trust	Since 2007	Vice President of EVM and BMR. Officer of 69 registered investment companies managed by EVM or BMR.
Barbara E. Campbell 6/19/57	Treasurer	Treasurer of the Trust since 2005 and of the Portfolio since 2008	Vice President of EVM and BMR. Officer of 176 registered investment companies managed by EVM or BMR.
Maureen A. Gemma 5/24/60	Secretary and Chief Legal Officer	Secretary since 2007 and Chief Legal Officer since 2008	Vice President of EVM and BMR. Officer of 176 registered investment companies managed by EVM or BMR.
Paul M. O’Neil 7/11/53	Chief Compliance Officer	Since 2004	Vice President of EVM and BMR. Officer of 176 registered investment companies managed by EVM or BMR.

(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 on Eaton Vance’s website at eatonvance.com or by calling 1-800-262-1122.

46

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Investment Adviser of Global Macro Portfolio

Boston Management and Research

Two International Place

Boston, MA 02110

Investment Adviser and Administrator of

Eaton Vance Global Macro Absolute Return Fund

Eaton Vance Management

Two International Place

Boston, MA 02110

Principal Underwriter*

Eaton Vance Distributors, Inc.

Two International Place

Boston, MA 02110

(617) 482-8260

Custodian

State Street Bank and Trust Company

200 Clarendon Street

Boston, MA 02116

Transfer Agent

PNC Global Investment Servicing

Attn: Eaton Vance Funds

P.O. Box 9653

Providence, RI 02940-9653

(800) 262-1122

Independent Registered Public Accounting Firm

Deloitte & Touche LLP

200 Berkeley Street

Boston, MA 02116-5022

Eaton Vance Global Macro Absolute Return Fund

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.

3041-12/09 GMSRC

IMPORTANT NOTICES REGARDING PRIVACY,
DELIVERY OF SHAREHOLDER DOCUMENTS,
PORTFOLIO HOLDINGS AND PROXY VOTING

Privacy. The Eaton Vance organization is committed to ensuring your financial privacy. Each of the financial institutions identified below has in effect the following policy (Privacy Policy) with respect to nonpublic personal information about its customers:

•  Only such information received from you, through application forms or otherwise, and information about your Eaton Vance fund transactions will be collected. This may include information such as name, address, social security number, tax status, account balances and transactions.

•  None of such information about you (or former customers) will be disclosed to anyone, except as permitted by law (which includes disclosure to employees necessary to service your account). In the normal course of servicing a customer’s account, Eaton Vance may share information with unaffiliated third parties that perform various required services such as transfer agents, custodians and broker/dealers.

•  Policies and procedures (including physical, electronic and procedural safeguards) are in place that are designed to protect the confidentiality of such information.

•  We reserve the right to change our Privacy Policy at any time upon proper notification to you. Customers may want to review our Privacy Policy periodically for changes by accessing the link on our homepage: www.eatonvance.com.

Our pledge of privacy applies to the following entities within the Eaton Vance organization: the Eaton Vance Family of Funds, Eaton Vance Management, Eaton Vance Investment Counsel, Boston Management and Research, and Eaton Vance Distributors, Inc.

In addition, our Privacy Policy applies only to those Eaton Vance customers who are individuals and who have a direct relationship with us. If a customer’s account (i.e., fund shares) is held in the name of a third-party financial adviser/broker-dealer, it is likely that only such adviser’s privacy policies apply to the customer. This notice supersedes all previously issued privacy disclosures.

For more information about Eaton Vance’s Privacy Policy, please call 1-800-262-1122.

Delivery of Shareholder Documents. The Securities and Exchange Commission (the “SEC”) permits funds to deliver only one copy of shareholder documents, including prospectuses, proxy statements and shareholder reports, to fund investors with multiple accounts at the same residential or post office box address. This practice is often called “householding” and it helps eliminate duplicate mailings to shareholders.

Eaton Vance, or your financial adviser, may household the mailing of your documents indefinitely unless you instruct Eaton Vance, or your financial adviser, otherwise.

If you would prefer that your Eaton Vance documents not be householded, please contact Eaton Vance at 1-800-262-1122, or contact your financial adviser.

Your instructions that householding not apply to delivery of your Eaton Vance documents will be effective within 30 days of receipt by Eaton Vance or your financial adviser.

Portfolio Holdings. Each Eaton Vance Fund and its underlying Portfolio(s) (if applicable) will file a schedule of portfolio holdings on Form N-Q with the SEC for the first and third quarters of each fiscal year. The Form N-Q will be available on the Eaton Vance website at www.eatonvance.com, by calling Eaton Vance at 1-800-262-1122 or in the EDGAR database on the SEC’s website at www.sec.gov. Form N-Q may also be reviewed and copied at the SEC’s public reference room in Washington, D.C. (call 1-800-732-0330 for information on the operation of the public reference room).

Proxy Voting. From time to time, funds are required to vote proxies related to the securities held by the funds. The Eaton Vance Funds or their underlying Portfolios (if applicable) vote proxies according to a set of policies and procedures approved by the Funds’ and Portfolios’ Boards. You may obtain a description of these policies and procedures and information on how the Funds or Portfolios voted proxies relating to portfolio securities during the most recent 12 month period ended June 30, without charge, upon request, by calling 1-800-262-1122. This description is also available on the SEC’s website at www.sec.gov.

Eaton Vance Tax-Managed Dividend Income Fund as of October 31, 2009
MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE

Economic and Market Conditions

Aamer Khan, CFA
Co-Portfolio Manager

• Although global equity markets began the fiscal year ending October 31, 2009, on a downward trajectory, stocks bounced strongly off the bottom set in early March and staged a broad-based rally that continued through the end of the 12-month period. Last fall, on the verge of a possible collapse of the global financial system, risk-averse investors reacted by streaming to the sidelines, sending stocks into a dramatic decline. By late winter, however, fiscal and monetary interventions by governments around the world began to fuel optimism that the financial crisis would end and global economic growth might resume.

Thomas H. Luster, CFA
Co-Portfolio Manager

• Amid prospects for a better-than-expected 2009, investor risk appetite began to return, overcoming such lingering concerns as high consumer debt levels, rising unemployment and still-depressed home prices. Corporate profits also started showing improvement, benefiting from cost-cutting and easier earnings comparisons, which further supported the equity market’s rebound. Stocks that declined the most last fall, especially those lower-quality, cyclical issues farther out on the risk spectrum, tended to be those that recovered most quickly as the rally gained steam.

Judith A. Saryan, CFA
Co-Portfolio Manager

• From March through September 2009, the broad-based S&P 500 Index posted strong gains, with only a slight pull back in October ending a string of consecutive monthly gains. For the full one-year period that ended October 31, 2009, the S&P 500 posted a 9.80% return, while the blue-chip Dow Jones Industrial Average rose 7.76% and the technology-laden Nasdaq Composite Index soared 18.84%. The large-cap Russell 1000 Index returned 11.20%, while the small-cap Russell 2000 Index gained 6.46%.¹ In terms of investment styles, growth stocks widely outperformed their counterparts in the value space.

Past performance is no guarantee of future results. Returns are historical and are calculated by determining the percentage change in net asset value or offering price (as applicable) with all distributions reinvested. Investment return and principal value will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Performance is for the stated time period only; due to market volatility, the Fund’s current performance may be lower or higher than the quoted return. For performance as of the most recent month end, please refer to www.eatonvance.com.

Management Discussion

• The Fund posted a gain for the 12-month period ending October 31, 2009, significantly outperforming its benchmark, the Russell 1000 Value Index (the Index). This outperformance was the combined result of favorable sector allocation and solid security selection, with the Fund’s underrepresentation versus the Index in energy and health care sectors making contributions, along with rewarding stock selection in both these sectors, as well as in materials.

• Conversely, inopportune security selection within pockets of the financials, information technology and consumer discretionary sectors were the biggest detractors from the Fund’s relative performance. In particular, the Fund underperformed the Index with some of its selections in the capital markets, computers/peripherals, and hotels/restaurants/leisure industries.

• Consistent with its objective of achieving after-tax total return consisting mainly of tax-favored dividend income and capital appreciation, the Fund was invested primarily in common and preferred stocks that generated a relatively high level of qualified dividend income during the period. For the 12 months ending October 31, 2009, the Fund had approximately 16% of its total assets in preferred stocks. Within the common stock portion of the portfolio, the Fund maintained a

Total Return Performance
10/31/08 - 10/31/09
Class A2	10.49	%
Class B2	9.57
Class C2	9.57
Class I2	10.63
Russell 1000 Value Index1	4.78
Lipper Equity Income Funds Average1	9.29

See pages 3 and 4 for more performance information, including after-tax returns.

1

It is not possible to invest directly in an Index or a Lipper Classification. The Index’s total return does not reflect commissions or expenses that would have been incurred if an investor individually purchased or sold the securities represented in the Index. The Lipper total return is the average total return, at net asset value, of the funds that are in the same Lipper Classification as the Fund.

2

These returns do not include the 5.75% maximum sales charge for Class A shares or the applicable contingent deferred sales charge (CDSC) for Class B and Class C shares. If sales charges were deducted, the returns would be lower. Class I shares are offered to certain investors at net asset value.

Fund shares are not insured by the FDIC and are not deposits or other obligations of, or guaranteed by, any depository institution. Shares are subject to investment risks, including possible loss of principal invested.

1

Eaton Vance Tax-Managed Dividend Income Fund as of October 31, 2009
MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE

	near-market weighting in energy and an overweighting in utilities, both sectors that tend to represent significant numbers of dividend-paying stocks.
•	Beginning with the February 2009 distribution, the Fund’s monthly distribution rate was reduced from $0.066 to 0.0462 per share. The adjustment to the monthly distribution rate reflects the reduced amount of dividend income the Fund expects to receive due to the impact of the ongoing financial crisis on corporate dividend rates and the increased costs of implementing the Fund’s dividend capture strategy. Since its inception, the Fund has increased its monthly distribution rate eight times and made one special distribution. At the current distribution level, the Fund’s monthly distribution equates to a rate that is higher than it was on the Fund’s inception date of May 30, 2003. As portfolio and market conditions change, the rate of distributions on the Fund’s shares may change as well.
•	As always, we thank you for your continued confidence and participation in the Fund.

The views expressed throughout this report are those of the portfolio managers and are current only through the end of the period of the report as stated on the cover. These views are subject to change at any time based upon market or other conditions, and the investment adviser disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a fund are based on many factors, may not be relied on as an indication of trading intent on behalf of any Eaton Vance fund. Portfolio information provided in the report may not be representative of the Fund’s current or future investments and may change due to active management.

Fund Composition

Top 10 Holdings¹

By net assets

Johnson & Johnson	3.1	%
Nestle SA	3.1
Exxon Mobil Corp.	2.9
Schering-Plough Corp.	2.8
McDonald’s Corp.	2.8
BP PLC ADR	2.7
Sanofi-Aventis SA	2.6
Diamond Offshore Drilling, Inc.	2.4
Canadian National Railway Co.	2.2
ENI SpA	2.2

¹ Top 10 Holdings represented 26.8% of the Fund’s net assets as of 10/31/09. Excludes cash equivalents.

Sector Weightings²

By net assets

² As a percentage of the Fund’s net assets as of 10/31/09. Excludes cash equivalents.

2

Eaton Vance Tax-Managed Dividend Income Fund as of October 31, 2009
FUND PERFORMANCE

The line graph and table set forth below provide information about the Fund’s performance. The line graph compares the performance of Class B of the Fund with that of the Russell 1000 Value Index, a broad-based, unmanaged market index of U.S. value stocks. The lines on the graph represent the total returns of a hypothetical investment of $10,000 in each of Class B and the Russell 1000 Value Index. The table includes the total returns of each Class of the Fund at net asset value and maximum public offering price. The performance presented below does not reflect the deduction of taxes, if any, that a shareholder would pay on distributions or redemptions of Fund shares.

*

Source: Lipper Inc. Class B of the Fund commenced investment operations on 5/30/03.

A $10,000 hypothetical investment at net asset value in Class A shares and Class C shares on 5/30/03 (commencement of operations) and Class I shares on 8/27/07 (commencement of operations) would have been valued at $12,870 ($12,130 including the maximum applicable sales charge), $12,272 and $7,500, respectively, on 10/31/09. It is not possible to invest directly in an Index. The Index’s total return does not reflect commissions or expenses that would have been incurred if an investor individually purchased or sold the securities represented in the Index.

Performance1	Class A			Class B			Class C			Class I
Share Class Symbol	EADIX			EBDIX			ECDIX			EIDIX
Average Annual Total Returns (at net asset value)
One Year		10.49	%		9.57	%		9.57	%		10.63	%
Five Years		1.41			0.65			0.65			N.A.
Life of Fund†		4.00			3.24			3.24			-12.36
SEC Average Annual Total Returns (including sales charge or applicable CDSC)
One Year		4.12	%		4.57	%		8.57	%		10.63	%
Five Years		0.21			0.34			0.65			N.A.
Life of Fund†		3.05			3.24			3.24			-12.36

†

Inception Dates — Class A, Class B and Class C: 5/30/03; Class I: 8/27/07

1

Average Annual Total Returns do not include the 5.75% maximum sales charge for Class A shares or the applicable contingent deferred sales charge (CDSC) for Class B and Class C shares. If sales charges were deducted, the returns would be lower. SEC Average Annual Total Returns for Class A reflect the maximum 5.75% sales charge. SEC returns for Class B shares reflect the applicable CDSC based on the following schedule: 5% - 1st and 2nd years; 4% - 3rd year; 3% - 4th year; 2% - 5th year; 1% - 6th year. SEC returns for Class C reflect a 1% CDSC for the first year. Class I shares are offered to certain investors at net asset value.

Total Annual
Operating Expenses2	Class A			Class B			Class C			Class I
Expense Ratio		1.15	%		1.90	%		1.90	%		0.90	%

² Source: Prospectus dated 3/1/09.

Past performance is no guarantee of future results. Returns are historical and are calculated by determining the percentage change in net asset value or offering price (as applicable) with all distributions reinvested. Investment return and principal value will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Performance is for the stated time period only; due to market volatility, the Fund’s current performance may be lower or higher than the quoted return. For performance as of the most recent month end, please refer to www.eatonvance.com.

3

Eaton Vance Tax-Managed Dividend Income Fund as of October 31, 2009
FUND PERFORMANCE

“Return Before Taxes” does not take into consideration shareholder taxes. It is most relevant to tax-free or tax-deferred shareholder accounts. “Return After Taxes on Distributions” reflects the impact of federal income taxes due on Fund distributions of dividends and capital gains. It is most relevant to taxpaying shareholders who continue to hold their shares. “Return After Taxes on Distributions and Sale of Fund Shares” also reflects the impact of taxes on capital gain or loss realized upon a sale of shares. It is most relevant to taxpaying shareholders who sell their shares.

Average Annual Total Returns
(For the periods ended October 31, 2009)

Returns at Net Asset Value (NAV) (Class A)

	One Year			Five Years			Life of Fund
Return Before Taxes		10.49	%		1.41	%		4.00	%
Return After Taxes on Distributions		8.74			0.39			3.08
Return After Taxes on Distributions and Sale of Fund Shares		7.66			1.18			3.43

Returns at Public Offering Price (POP) (Class A)

	One Year			Five Years			Life of Fund
Return Before Taxes		4.12	%		0.21	%		3.05	%
Return After Taxes on Distributions		2.47			-0.79			2.13
Return After Taxes on Distributions and Sale of Fund Shares		3.47			0.16			2.59

Average Annual Total Returns
(For the periods ended October 31, 2009)

Returns at Net Asset Value (NAV) (Class C)

	One Year			Five Years			Life of Fund
Return Before Taxes		9.57	%		0.65	%		3.24	%
Return After Taxes on Distributions		8.01			-0.24			2.43
Return After Taxes on Distributions and Sale of Fund Shares		6.98			0.55			2.77

Returns at Public Offering Price (POP) (Class C)

	One Year			Five Years			Life of Fund
Return Before Taxes		8.57	%		0.65	%		3.24	%
Return After Taxes on Distributions		7.01			-0.24			2.43
Return After Taxes on Distributions and Sale of Fund Shares		6.33			0.55			2.77

Past performance is no guarantee of future results. Returns are historical and are calculated by determining the percentage change in net asset value or offering price (as applicable) with all distributions reinvested. Investment return and principal value will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Performance is for the stated time period only; due to market volatility, the Fund’s current performance may be lower or higher than the quoted return. For performance as of the most recent month end, please refer to www.eatonvance.com.

Average Annual Total Returns
(For the periods ended October 31, 2009)

Returns at Net Asset Value (NAV) (Class B)

	One Year			Five Years			Life of Fund
Return Before Taxes		9.57	%		0.65	%		3.24	%
Return After Taxes on Distributions		8.00			-0.24			2.43
Return After Taxes on Distributions and Sale of Fund Shares		6.98			0.55			2.77

Returns at Public Offering Price (POP) (Class B)

	One Year			Five Years			Life of Fund
Return Before Taxes		4.57	%		0.34	%		3.24	%
Return After Taxes on Distributions		3.00			-0.56			2.43
Return After Taxes on Distributions and Sale of Fund Shares		3.73			0.28			2.77

Average Annual Total Returns
(For the periods ended October 31, 2009)

Returns at Net Asset Value (NAV) (Class I)

	One Year			Life of Fund
Return Before Taxes		10.63	%		-12.36	%
Return After Taxes on Distributions		8.83			-13.19
Return After Taxes on Distributions and Sale of Fund Shares		7.78			-10.27

Class A, Class B and Class C commenced investment operations on 5/30/03. Class I commenced investment operations on 8/27/07. Returns at Public Offering Price (POP) reflect the deduction of the maximum initial sales charge and applicable CDSC, while Returns at Net Asset Value (NAV) do not.

After-tax returns are calculated using certain assumptions. After-tax returns are calculated using the highest historical individual federal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on a shareholder’s tax situation and the actual characterization of distributions and may differ from those shown. After-tax returns are not relevant to shareholders who hold shares in tax-deferred accounts or to shares held by non-taxable entities. Return After Taxes on Distributions for a period may be the same as Return Before Taxes for the same period because no distributions were made during that period, or because the taxable portion of distributions made during the period was insignificant. Return After Taxes on Distributions and Sale of Fund Shares for a period may be greater than or equal to Return After Taxes on Distributions for the same period because of losses realized on the sale of Fund shares.

4

Eaton Vance Tax-Managed Dividend Income Fundas of October 31, 2009

FUND EXPENSES

Example: As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchases and redemption fees (if applicable); and (2) ongoing costs, including management fees; distribution or service fees; and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 2009 – October 31, 2009).

Actual Expenses: The first section of the table below provides information about actual account values and actual expenses. You may use the information in this section, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first section under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes: The second section of the table below provides information about hypothetical account values and hypothetical expenses based on the actual Fund expense ratio and an assumed rate of return of 5% per year (before expenses), which is not the actual return of the Fund. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in your Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads) or redemption fees (if applicable). Therefore, the second section of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would be higher.

Eaton Vance Tax-Managed Dividend Income Fund

	Beginning Account Value		Ending Account Value		Expenses Paid During Period*
	(5/1/09)		(10/31/09)		(5/1/09 – 10/31/09)
Actual
Class A		$1,000.00		$1,224.70		$6.79
Class B		$1,000.00		$1,220.80		$10.97
Class C		$1,000.00		$1,219.20		$10.96
Class I		$1,000.00		$1,226.20		$5.22
Hypothetical
(5% return per year before expenses)
Class A		$1,000.00		$1,019.10		$6.16
Class B		$1,000.00		$1,015.30		$9.96
Class C		$1,000.00		$1,015.30		$9.96
Class I		$1,000.00		$1,020.50		$4.74

*   Expenses are equal to the Fund’s annualized expense ratio of 1.21% for Class A shares, 1.96% for Class B shares, 1.96% for Class C shares and 0.93% for Class I shares, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period). The Example assumes that the $1,000 was invested at the net asset value per share determined at the close of business on April 30, 2009.

5

Eaton Vance Tax-Managed Dividend Income Fundas of October 31, 2009

PORTFOLIO OF INVESTMENTS

Common Stocks — 82.4%
Security	Shares		Value
Aerospace & Defense — 0.7%
General Dynamics Corp.		141,458	$	8,869,417
			$	8,869,417
Beverages — 2.1%
Diageo PLC ADR		400,000	$	26,008,000
			$	26,008,000
Capital Markets — 3.1%
Bank of New York Mellon Corp. (The)		185,000	$	4,932,100
Goldman Sachs Group, Inc.		80,000		13,613,600
Northern Trust Corp.		400,000		20,100,000
			$	38,645,700
Chemicals — 0.5%
Terra Industries, Inc.		175,000	$	5,559,750
			$	5,559,750
Commercial Banks — 1.5%
Banco Santander Brasil SA ADR(1)		300,000	$	3,558,000
U.S. Bancorp		623,421		14,475,836
			$	18,033,836
Commercial Services & Supplies — 0.8%
Waste Management, Inc.		350,000	$	10,458,000
			$	10,458,000
Computers & Peripherals — 2.0%
International Business Machines Corp.		200,000	$	24,122,000
			$	24,122,000
Construction Materials — 1.1%
Lafarge SA		160,000	$	12,987,182
			$	12,987,182
Diversified Telecommunication Services — 7.1%
AT&T, Inc.		810,625	$	20,808,744
CenturyTel, Inc.		300,000		9,738,000
France Telecom SA		830,000		20,566,391
Koninklijke KPN NV		1,000,000		18,138,737
Windstream Corp.		1,950,000		18,798,000
			$	88,049,872
Electric Utilities — 3.6%
Edison International		200,000	$	6,364,000
Enel SpA		2,800,000		16,660,867
Fortum Oyj		850,000		20,118,514
Scottish and Southern Energy PLC		88,182		1,556,388
			$	44,699,769
Electrical Equipment — 0.4%
ABB, Ltd.		250,000	$	4,650,336
			$	4,650,336
Energy Equipment & Services — 3.7%
Diamond Offshore Drilling, Inc.		310,000	$	29,527,500
Schlumberger, Ltd.		250,000		15,550,000
			$	45,077,500
Food & Staples Retailing — 1.7%
Wal-Mart Stores, Inc.		298,769	$	14,842,844
Wesfarmers, Ltd.		269,092		6,714,745
			$	21,557,589
Food Products — 3.1%
Nestle SA		818,000	$	38,038,275
			$	38,038,275
Hotels, Restaurants & Leisure — 2.8%
McDonald’s Corp.		590,000	$	34,579,900
			$	34,579,900
Household Durables — 0.6%
Whirlpool Corp.		100,000	$	7,159,000
			$	7,159,000
Insurance — 2.6%
MetLife, Inc.		575,000	$	19,567,250
Prudential Financial, Inc.		275,000		12,438,250
			$	32,005,500

See notes to financial statements

6

Eaton Vance Tax-Managed Dividend Income Fundas of October 31, 2009

PORTFOLIO OF INVESTMENTS CONT’D

Security	Shares		Value
Metals & Mining — 2.3%
BHP Billiton, Ltd. ADR		150,000	$	9,837,000
Southern Copper Corp.		600,000		18,900,000
			$	28,737,000
Multi-Utilities — 3.9%
CMS Energy Corp.		875,000	$	11,637,500
DTE Energy Co.		300,000		11,094,000
GDF Suez		298,790		12,491,648
PG&E Corp.		300,000		12,267,000
			$	47,490,148
Oil, Gas & Consumable Fuels — 14.6%
BP PLC ADR		580,000	$	32,839,600
Chevron Corp.		327,000		25,028,580
ENI SpA		1,080,000		26,748,129
Exxon Mobil Corp.		500,000		35,835,000
Marathon Oil Corp.		400,000		12,788,000
Royal Dutch Shell PLC, Class A		650,000		19,190,294
Total SA		250,000		14,960,075
Total SA ADR		200,000		12,014,000
			$	179,403,678
Personal Products — 0.9%
Avon Products, Inc.		330,000	$	10,576,500
			$	10,576,500
Pharmaceuticals — 9.5%
Abbott Laboratories		235,000	$	11,883,950
Johnson & Johnson		650,000		38,382,500
Sanofi-Aventis SA		435,000		31,886,466
Schering-Plough Corp.		1,235,375		34,837,575
			$	116,990,491
Real Estate Investment Trusts (REITs) — 1.8%
Annaly Capital Management, Inc.		1,300,000	$	21,983,000
			$	21,983,000
Road & Rail — 3.3%
Canadian National Railway Co.		570,000	$	27,496,800
Union Pacific Corp.		230,000		12,682,200
			$	40,179,000
Semiconductors & Semiconductor Equipment — 1.8%
Analog Devices, Inc.		875,000	$	22,426,250
			$	22,426,250
Specialty Retail — 2.5%
Buckle, Inc. (The)		330,000	$	9,903,300
Home Depot, Inc.		843,696		21,168,333
			$	31,071,633
Textiles, Apparel & Luxury Goods — 0.7%
VF Corp.		125,000	$	8,880,000
			$	8,880,000
Tobacco — 1.7%
Philip Morris International, Inc.		450,000	$	21,312,000
			$	21,312,000
Wireless Telecommunication Services — 2.0%
Vodafone Group PLC		11,200,000	$	24,682,859
			$	24,682,859
Total Common Stocks
(identified cost $871,191,624)			$	1,014,234,185
Preferred Stocks — 15.5%
Security	Shares		Value
Capital Markets — 0.7%
Morgan Stanley, 4.00%(2)		440,000	$	8,404,000
			$	8,404,000
Commercial Banks — 6.6%
Abbey National Capital Trust I, 8.963%(2)		1,750	$	1,750,023
ABN AMRO North America Capital Funding Trust, 6.968%(2)(3)		4,000		2,110,000
BBVA International SA Unipersonal, 5.919%(2)		3,500		2,811,371
Credit Agricole SA/London, 6.637%(2)(3)		10,400		8,608,850
DB Capital Funding VIII, 6.375%		85,410		1,828,628
DB Contingent Capital Trust II, 6.55%		160,000		3,265,600
HSBC Capital Funding LP, 10.176%(2)(3)		3,250		4,018,664
JPMorgan Chase & Co., 7.90%(2)		16,000		16,143,280
Landsbanki Islands HF, 7.431%(2)(3)(4)		14,750		8,850

See notes to financial statements

7

Eaton Vance Tax-Managed Dividend Income Fundas of October 31, 2009

PORTFOLIO OF INVESTMENTS CONT’D

Security	Shares		Value
Commercial Banks (continued)
Lloyds Banking Group PLC, 6.657%(2)(3)		114	$	7,729,668
PNC Financial Services Group, Inc., Series F, 9.875%(2)		270,000		7,492,500
Royal Bank of Scotland Group PLC, 7.64%(2)		115		5,716,408
Santander Finance Unipersonal, 10.50%		112,694		3,083,308
Standard Chartered PLC, 6.409%(2)(3)		103		8,314,871
Wells Fargo & Co., 7.50%		5,350		4,788,250
Wells Fargo & Co., 7.98%(2)		3,400		3,234,726
			$	80,904,997
Diversified Financial Services — 3.2%
American Express Co., 6.80%(2)		2,406	$	2,156,428
Auction Pass-Through Trust 2006-5B - USB H, 0.00%(2)(3)		40		1,000
Auction Pass-Through Trust 2006-6B - USB H, 0.00%(2)(3)		40		1,000
Bank of America Corp., 6.25%		92,900		1,630,395
Bank of America Corp., 6.70%		387,350		7,150,481
CoBank, ACB, 11.00%(3)		300,000		14,015,640
General Electric Capital Corp., 6.375%(2)		1,094		982,500
Preferred Pass-Through Trust, 2006-A GS, Class A, 5.876%(2)(3)		70		14,185,318
			$	40,122,762
Electric Utilities — 0.2%
Entergy Arkansas, Inc., 6.45%		47,500	$	1,007,893
Southern California Edison Co., 6.00%		15,000		1,297,500
			$	2,305,393
Food Products — 0.1%
Ocean Spray Cranberries, Inc., 6.25%(3)		13,250	$	844,688
			$	844,688
Insurance — 3.6%
Aegon NV, 6.375%		205,000	$	3,403,000
Arch Capital Group, Ltd., Series A, 8.00%		185,500		4,489,100
Arch Capital Group, Ltd., Series B, 7.875%		26,500		627,520
AXA SA, 6.463%(2)(3)		5,000		4,315,595
Endurance Specialty Holdings, Ltd., 7.75%		181,550		3,975,945
ING Capital Funding Trust III, 8.439%(2)		11,750		10,408,867
MetLife, Inc., 6.50%		350,000		7,605,500
PartnerRe, Ltd., 6.50%		52,000		1,118,000
PartnerRe, Ltd., 6.75%		139,700		3,091,561
RAM Holdings, Ltd., Series A, 7.50%(2)		5,000		250,312
RenaissanceRe Holdings, Ltd., 6.08%		82,000		1,535,040
RenaissanceRe Holdings, Ltd., 6.60%		175,000		3,606,750
			$	44,427,190
Oil, Gas & Consumable Fuels — 0.5%
Kinder Morgan GP, Inc., 8.33%(2)(3)		7,000	$	6,525,750
			$	6,525,750
Real Estate Investment Trusts (REITs) — 0.6%
AMB Property Corp., 6.75%		29,900	$	612,651
Duke Realty Corp., 6.95%		120,000		2,299,200
Health Care Property, Inc., 7.10%		150,000		3,180,000
ProLogis Trust, 6.75%		29,300		578,675
PS Business Parks, Inc., 7.95%		26,000		621,400
			$	7,291,926
Total Preferred Stocks
(identified cost $233,481,228)			$	190,826,706

Corporate Bonds & Notes — 1.6%
	Principal
	Amount
Security	(000’s omitted)		Value
Commercial Banks — 0.6%
Capital One Capital V, 10.25%, 8/15/39	$	6,000	$	6,864,930
			$	6,864,930
Retail-Food and Drug — 1.0%
CVS Caremark Corp., 6.302%, 6/1/37(2)	$	15,000	$	12,907,335
			$	12,907,335
Total Corporate Bonds & Notes
(identified cost $18,440,210)			$	19,772,265

See notes to financial statements

8

Eaton Vance Tax-Managed Dividend Income Fundas of October 31, 2009

PORTFOLIO OF INVESTMENTS CONT’D

Short-Term Investments — 1.4%
	Interest
Description	(000’s omitted)		Value
Cash Management Portfolio, 0.00%(5)	$	17,810	$	17,810,297
Total Short-Term Investments
(identified cost $17,810,297)			$	17,810,297
Total Investments — 100.9%
(identified cost $1,140,923,359)			$	1,242,643,453
Other Assets, Less Liabilities — (0.9)%			$	(11,289,431	)
Net Assets — 100.0%			$	1,231,354,022

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

ADR - American Depositary Receipt

(1)	Non-income producing security.
(2)	Variable rate security. The stated interest rate represents the rate in effect at October 31, 2009.
(3)	Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be sold in transactions exempt from registration, normally to qualified institutional buyers. At October 31, 2009, the aggregate value of these securities is $70,679,894 or 5.7% of the Fund’s net assets.
(4)	Defaulted security.
(5)	Affiliated investment company available to Eaton Vance portfolios and funds which invests in high quality, U.S. dollar denominated money market instruments. The rate shown is the annualized seven-day yield as of October 31, 2009.

Country Concentration
	Percentage
Country	of Net Assets			Value
United States		77.6	%	$	955,442,250
France		7.5			92,891,762
United Kingdom		3.7			45,429,541
Italy		3.5			43,408,996
Switzerland		3.5			42,688,611
Finland		1.6			20,118,514
Netherlands		1.5			18,138,737
Australia		0.6			6,714,745
Long-Term Investments		99.5	%	$	1,224,833,156
Short-Term Investments				$	17,810,297
Total Investments				$	1,242,643,453

See notes to financial statements

9

Eaton Vance Tax-Managed Dividend Income Fundas of October 31, 2009

FINANCIAL STATEMENTS

Statement of Assets and Liabilities

As of October 31, 2009
Assets
Unaffiliated investments, at value (identified cost, $1,123,113,062)	$	1,224,833,156
Affiliated investment, at value (identified cost, $17,810,297)		17,810,297
Cash		632,000
Receivable for Fund shares sold		2,980,970
Dividends and interest receivable		2,437,653
Receivable for investments sold		6,400,572
Tax reclaims receivable		2,782,465
Total assets	$	1,257,877,113
Liabilities
Payable for investments purchased	$	20,462,638
Payable for Fund shares redeemed		4,015,020
Payable to affiliates:
Investment adviser fee		714,102
Administration fee		161,079
Distribution and service fees		619,182
Trustees’ fees		4,208
Accrued expenses		546,862
Total liabilities	$	26,523,091
Net Assets	$	1,231,354,022
Sources of Net Assets
Paid-in capital	$	1,768,810,443
Accumulated net realized loss		(643,678,737	)
Accumulated undistributed net investment income		4,350,806
Net unrealized appreciation		101,871,510
Total	$	1,231,354,022
Class A Shares
Net Assets	$	670,391,777
Shares Outstanding		74,104,205
Net Asset Value and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	9.05
Maximum Offering Price Per Share
(100 ¸ 94.25 of net asset value per share)	$	9.60
Class B Shares
Net Assets	$	89,245,022
Shares Outstanding		9,886,154
Net Asset Value and Offering Price Per Share*
(net assets ¸ shares of beneficial interest outstanding)	$	9.03
Class C Shares
Net Assets	$	451,077,839
Shares Outstanding		49,959,561
Net Asset Value and Offering Price Per Share*
(net assets ¸ shares of beneficial interest outstanding)	$	9.03
Class I Shares
Net Assets	$	20,639,384
Shares Outstanding		2,280,035
Net Asset Value, Offering Price and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	9.05

On sales of $50,000 or more, the offering price of Class A shares is reduced.

*  Redemption price per share is equal to the net asset value less any applicable contingent deferred sales charge.

Statement of Operations

For the Year Ended
October 31, 2009
Investment Income
Dividends (net of foreign taxes, $4,288,869)	$	84,466,888
Interest		1,113,102
Interest income allocated from affiliated investment		206,352
Expenses allocated from affiliated investment		(128,743	)
Total investment income	$	85,657,599
Expenses
Investment adviser fee	$	6,984,160
Administration fee		1,694,993
Distribution and service fees
Class A		1,568,901
Class B		850,384
Class C		4,133,645
Trustees’ fees and expenses		48,377
Custodian fee		465,033
Transfer and dividend disbursing agent fees		1,133,182
Legal and accounting services		62,663
Printing and postage		189,979
Registration fees		74,747
Miscellaneous		67,244
Total expenses	$	17,273,308
Deduct —
Reduction of custodian fee		17
Total expense reductions	$	17
Net expenses	$	17,273,291
Net investment income	$	68,384,308
Realized and Unrealized Gain (Loss)
Net realized gain (loss) —
Investment transactions	$	(252,965,712	)
Foreign currency transactions		129,710
Net realized loss	$	(252,836,002	)
Change in unrealized appreciation (depreciation) —
Investments	$	291,101,452
Foreign currency		348,430
Net change in unrealized appreciation (depreciation)	$	291,449,882
Net realized and unrealized gain	$	38,613,880
Net increase in net assets from operations	$	106,998,188

See notes to financial statements

10

Eaton Vance Tax-Managed Dividend Income Fundas of October 31, 2009

FINANCIAL STATEMENTS CONT’D

Statements of Changes in Net Assets

Increase (Decrease)	Year Ended			Year Ended
in Net Assets	October 31, 2009			October 31, 2008
From operations —
Net investment income	$	68,384,308		$	120,279,637
Net realized loss from investment and foreign currency transactions		(252,836,002	)		(345,703,307	)
Net change in unrealized appreciation (depreciation) from investments and foreign currency		291,449,882			(498,383,853	)
Net increase (decrease) in net assets from operations	$	106,998,188		$	(723,807,523	)
Distributions to shareholders —
From net investment income
Class A	$	(46,780,231	)	$	(63,970,171	)
Class B		(5,783,393	)		(8,505,890	)
Class C		(27,937,044	)		(38,497,628	)
Class I		(294,140	)		(64,070	)
Total distributions to shareholders	$	(80,794,808	)	$	(111,037,759	)
Transactions in shares of beneficial interest —
Proceeds from sale of shares
Class A	$	198,868,435		$	266,401,511
Class B		11,922,386			16,020,877
Class C		91,736,031			130,221,388
Class I		20,005,688			2,375,343
Net asset value of shares issued to shareholders in payment of distributions declared
Class A		31,702,195			43,709,066
Class B		3,644,144			5,316,986
Class C		15,726,285			21,289,921
Class I		189,276			40,804
Cost of shares redeemed
Class A		(256,529,212	)		(327,279,717	)
Class B		(20,640,613	)		(31,280,249	)
Class C		(122,515,325	)		(161,997,125	)
Class I		(1,416,174	)		(424,363	)
Net asset value of shares exchanged
Class A		4,351,537			5,783,728
Class B		(4,351,537	)		(5,783,728	)
Net decrease in net assets from Fund share transactions	$	(27,306,884	)	$	(35,605,558	)
Net decrease in net assets	$	(1,103,504	)	$	(870,450,840	)
	Year Ended			Year Ended
Net Assets	October 31, 2009			October 31, 2008
At beginning of year	$	1,232,457,526		$	2,102,908,366
At end of year	$	1,231,354,022		$	1,232,457,526
Accumulated undistributed net investment income included in net assets
At end of year	$	4,350,806		$	16,914,325

See notes to financial statements

11

Eaton Vance Tax-Managed Dividend Income Fundas of October 31, 2009

FINANCIAL STATEMENTS CONT’D

Financial Highlights

	Class A
	Year Ended October 31,												Year Ended April 30,
										Period Ended
	2009			2008			2007			October 31, 2006(1)			2006			2005
Net asset value — Beginning of period	$	8.830		$	14.520		$	13.400		$	12.990		$	11.820		$	10.640
Income (Loss) From Operations
Net investment income(2)	$	0.523		$	0.862		$	0.810		$	0.239		$	0.922		$	0.743
Net realized and unrealized gain (loss)		0.311			(5.751	)		1.080			0.534			0.889			0.989
Total income (loss) from operations	$	0.834		$	(4.889	)	$	1.890		$	0.773		$	1.811		$	1.732
Less Distributions
From net investment income	$	(0.614	)	$	(0.801	)	$	(0.770	)	$	(0.363	)	$	(0.641	)	$	(0.552	)
Total distributions	$	(0.614	)	$	(0.801	)	$	(0.770	)	$	(0.363	)	$	(0.641	)	$	(0.552	)
Net asset value — End of period	$	9.050		$	8.830		$	14.520		$	13.400		$	12.990		$	11.820
Total Return(3)		10.49	%		(35.08	)%		14.47	%		6.14	%(4)		15.78	%		16.54	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$	670,392		$	673,782		$	1,141,383		$	659,950		$	452,785		$	215,759
Ratios (as a percentage of average daily net assets):
Expenses(5)		1.21	%		1.15	%		1.14	%		1.19	%(7)		1.21	%(6)		1.25	%(6)
Net investment income		6.38	%		7.00	%		5.72	%		3.69	%(7)		7.49	%		6.46	%
Portfolio Turnover		101	%		181	%		139	%		46	%(4)		247	%		162	%

(1)	For the six month period ended October 31, 2006. During the period ended October 31, 2006, the Fund changed its fiscal year end from April 30 to October 31.
(2)	Computed using average shares outstanding.
(3)	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.
(4)	Not annualized.
(5)	Excludes the effect of custody fee credits, if any, of less than 0.005%.
(6)	The investment adviser waived a portion of its investment adviser fee and/or the administrator subsidized certain operating expenses (equal to 0.01% and 0.01%, of average daily net assets for the years ended April 30, 2006 and 2005, respectively). Absent this waiver and/or subsidy, total return would have been lower.
(7)	Annualized.

See notes to financial statements

12

Eaton Vance Tax-Managed Dividend Income Fundas of October 31, 2009

FINANCIAL STATEMENTS CONT’D

Financial Highlights

	Class B
	Year Ended October 31,												Year Ended April 30,
										Period Ended
	2009			2008			2007			October 31, 2006(1)			2006			2005
Net asset value — Beginning of period	$	8.820		$	14.490		$	13.370		$	12.960		$	11.790		$	10.630
Income (Loss) From Operations
Net investment income(2)	$	0.463		$	0.772		$	0.716		$	0.200		$	0.801		$	0.648
Net realized and unrealized gain (loss)		0.300			(5.736	)		1.064			0.526			0.919			0.986
Total income (loss) from operations	$	0.763		$	(4.964	)	$	1.780		$	0.726		$	1.720		$	1.634
Less Distributions
From net investment income	$	(0.553	)	$	(0.706	)	$	(0.660	)	$	(0.316	)	$	(0.550	)	$	(0.474	)
Total distributions	$	(0.553	)	$	(0.706	)	$	(0.660	)	$	(0.316	)	$	(0.550	)	$	(0.474	)
Net asset value — End of period	$	9.030		$	8.820		$	14.490		$	13.370		$	12.960		$	11.790
Total Return(3)		9.57	%		(35.51	)%		13.62	%		5.76	%(7)		14.97	%		15.57	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$	89,245		$	97,996		$	181,741		$	143,731		$	120,272		$	79,871
Ratios (as a percentage of average daily net assets):
Expenses(4)		1.96	%		1.90	%		1.89	%		1.94	%(6)		1.96	%(5)		2.00	%(5)
Net investment income		5.67	%		6.26	%		5.08	%		3.11	%(6)		6.53	%		5.65	%
Portfolio Turnover		101	%		181	%		139	%		46	%(7)		247	%		162	%

(1)	For the six month period ended October 31, 2006. During the period ended October 31, 2006, the Fund changed its fiscal year end from April 30 to October 31.
(2)	Computed using average shares outstanding.
(3)	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.
(4)	Excludes the effect of custody fee credits, if any, of less than 0.005%.
(5)	The investment adviser waived a portion of its investment adviser fee and/or the administrator subsidized certain operating expenses (equal to 0.01% and 0.01% of average daily net assets for the years ended April 30, 2006 and 2005, respectively). Absent this waiver and/or subsidy, total return would have been lower.
(6)	Annualized.
(7)	Not annualized.

See notes to financial statements

13

Eaton Vance Tax-Managed Dividend Income Fundas of October 31, 2009

FINANCIAL STATEMENTS CONT’D

Financial Highlights

	Class C
	Year Ended October 31,												Year Ended April 30,
										Period Ended
	2009			2008			2007			October 31, 2006(1)			2006			2005
Net asset value — Beginning of period	$	8.820		$	14.500		$	13.370		$	12.960		$	11.800		$	10.630
Income (Loss) From Operations
Net investment income(2)	$	0.460		$	0.769		$	0.704		$	0.192		$	0.817		$	0.653
Net realized and unrealized gain (loss)		0.303			(5.742	)		1.086			0.534			0.893			0.991
Total income (loss) from operations	$	0.763		$	(4.973	)	$	1.790		$	0.726		$	1.710		$	1.644
Less Distributions
From net investment income	$	(0.553	)	$	(0.707	)	$	(0.660	)	$	(0.316	)	$	(0.550	)	$	(0.474	)
Total distributions	$	(0.553	)	$	(0.707	)	$	(0.660	)	$	(0.316	)	$	(0.550	)	$	(0.474	)
Net asset value — End of period	$	9.030		$	8.820		$	14.500		$	13.370		$	12.960		$	11.800
Total Return(3)		9.57	%		(35.51	)%		13.63	%		5.76	%(4)		14.87	%		15.66	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$	451,078		$	458,907		$	779,330		$	490,056		$	350,758		$	185,303
Ratios (as a percentage of average daily net assets):
Expenses(5)		1.96	%		1.90	%		1.89	%		1.94	%(7)		1.96	%(6)		2.00	%(6)
Net investment income		5.63	%		6.25	%		4.98	%		2.98	%(7)		6.65	%		5.69	%
Portfolio Turnover		101	%		181	%		139	%		46	%(4)		247	%		162	%

(1)	For the six month period ended October 31, 2006. During the period ended October 31, 2006, the Fund changed its fiscal year end from April 30 to October 31.
(2)	Computed using average shares outstanding.
(3)	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.
(4)	Not annualized.
(5)	Excludes the effect of custody fee credits, if any, of less than 0.005%.
(6)	The investment adviser waived a portion of its investment adviser fee and/or the administrator subsidized certain operating expenses (equal to 0.01% and 0.01%, of average daily net assets for the years ended April 30, 2006 and 2005, respectively). Absent this waiver and/or subsidy, total return would have been lower.
(7)	Annualized.

See notes to financial statements

14

Eaton Vance Tax-Managed Dividend Income Fundas of October 31, 2009

FINANCIAL STATEMENTS CONT’D

Financial Highlights

	Class I
	Year Ended October 31,
							Period Ended
	2009			2008			October 31, 2007(1)
Net asset value – Beginning of period	$	8.840		$	14.530		$	14.100
Income (Loss) From Operations
Net investment income(2)	$	0.479		$	0.681		$	0.054
Net realized and unrealized gain (loss)		0.365			(5.538	)		0.514
Total income (loss) from operations	$	0.844		$	(4.857	)	$	0.568
Less Distributions
From net investment income	$	(0.634	)	$	(0.833	)	$	(0.138	)
Total distributions	$	(0.634	)	$	(0.833	)	$	(0.138	)
Net asset value – End of period	$	9.050		$	8.840		$	14.530
Total Return(3)		10.63	%		(34.84	)%		4.04	%(6)
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$	20,639		$	1,773		$	453
Ratios (as a percentage of average daily net assets):
Expenses(4)		0.94	%		0.90	%		0.89	%(5)
Net investment income		5.71	%		5.95	%		2.06	%(5)
Portfolio Turnover		101	%		181	%		139	%(6)

(1)	For the period from the start of business, August 27, 2007, to October 31, 2007.
(2)	Computed using average shares outstanding.
(3)	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested.
(4)	Excludes the effect of custody fee credits, if any, of less than 0.005%.
(5)	Annualized.
(6)	Not annualized.

See notes to financial statements

15

Eaton Vance Tax-Managed Dividend Income Fundas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS

1Significant Accounting Policies

Eaton Vance Tax-Managed Dividend Income Fund (the Fund) is a diversified series of Eaton Vance Mutual Funds Trust (the Trust). The Trust is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company. The Fund’s investment objective is to achieve after-tax total return by investing primarily in a diversified portfolio of common and preferred stocks. The Fund offers four classes of shares. Class A shares are generally sold subject to a sales charge imposed at time of purchase. Class B and Class C shares are sold at net asset value and are generally subject to a contingent deferred sales charge (see Note 5). Class I shares are sold at net asset value and are not subject to a sales charge. Class B shares automatically convert to Class A shares eight years after their purchase as described in the Fund’s prospectus. Each class represents a pro-rata interest in the Fund, but votes separately on class-specific matters and (as noted below) is subject to different expenses. Realized and unrealized gains and losses and net investment income and losses, other than class-specific expenses, are allocated daily to each class of shares based on the relative net assets of each class to the total net assets of the Fund. Each class of shares differs in its distribution plan and certain other class-specific expenses.

The following is a summary of significant accounting policies of the Fund. The policies are in conformity with accounting principles generally accepted in the United States of America. A source of authoritative accounting principles applied in the preparation of the Fund’s financial statements is the Financial Accounting Standards Board (FASB) Accounting Standards Codification (the Codification), which superseded existing non-Securities and Exchange Commission accounting and reporting standards for interim and annual reporting periods ending after September 15, 2009. The adoption of the Codification for the current reporting period did not impact the Fund’s application of generally accepted accounting principles.

AInvestment 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. The value of preferred equity securities that are valued by a pricing service on a bond basis will be adjusted by an income factor, to be determined by the investment adviser, to reflect the next anticipated regular dividend. Debt obligations (including short-term obligations with a remaining maturity of more than sixty days) will normally be valued on the basis of quotations provided by third party pricing services. The pricing services will use various techniques that consider factors including, but not limited to, reported trades or dealer quotations, prices or yields of securities with similar characteristics, benchmark yields, broker/dealer quotes, issuer spreads, as well as industry and economic events. Short-term debt securities with a remaining maturity of sixty days or less are generally valued at amortized cost, which approximates market value. Foreign securities and currencies are valued in U.S. dollars, based on foreign currency exchange rate quotations supplied by a third party pricing service. The pricing service uses a proprietary model to determine the exchange rate. Inputs to the model include reported trades and implied bid/ask spreads. The daily valuation of exchange-traded foreign securities generally is determined as of the close of trading on the principal exchange on which such securities trade. Events occurring after the close of trading on foreign exchanges may result in adjustments to the valuation of foreign securities to more accurately reflect their fair value as of the close of regular trading on the New York Stock Exchange. When valuing foreign equity securities that meet certain criteria, the Trustees have approved the use of a fair value service that values such securities to reflect market trading that occurs after the close of the applicable foreign markets of comparable securities or other instruments that have a strong correlation to the fair-valued securities. Investments for which valuations or market quotations are not readily available or are deemed unreliable are valued at fair value using methods determined in good faith by or at the direction of the Trustees of the Fund in a manner that most fairly reflects the security’s value, or the amount that the Fund 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

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Eaton Vance Tax-Managed Dividend Income Fundas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

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.

The Fund may invest in Cash Management Portfolio (Cash Management), an affiliated investment company managed by Boston Management and Research (BMR), a subsidiary of Eaton Vance Management (EVM). Cash Management generally values its investment securities utilizing the amortized cost valuation technique permitted by Rule 2a-7 under the 1940 Act, pursuant to which Cash Management must comply with certain conditions. This technique involves initially valuing a portfolio security at its cost and thereafter assuming a constant amortization to maturity of any discount or premium. If amortized cost is determined not to approximate fair value, Cash Management may value its investment securities based on available market quotations provided by a third party pricing service.

BInvestment 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.

CIncome — 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 Fund is informed of the ex-dividend date. Withholding taxes on foreign dividends and capital gains have been provided for in accordance with the Fund’s understanding of the applicable countries’ tax rules and rates. Interest income is recorded on the basis of interest accrued, adjusted for amortization of premium or accretion of discount.

DFederal Taxes — The Fund’s policy is to comply with the provisions of the Internal Revenue Code applicable to regulated investment companies and to distribute to shareholders each year substantially all of its net investment income, and all or substantially all of its net realized capital gains. Accordingly, no provision for federal income or excise tax is necessary.

At October 31, 2009, the Fund, for federal income tax purposes, had a capital loss carryforward of $628,426,598 which will reduce its taxable income arising from future net realized gains on investment transactions, if any, to the extent permitted by the Internal Revenue Code, and thus will reduce the amount of distributions to shareholders, which would otherwise be necessary to relieve the Fund of any liability for federal income or excise tax. Such capital loss carryforward will expire on October 31, 2011 ($252,492), October 31, 2012 ($2,039,433), October 31, 2013 ($4,586,180), October 31, 2014 ($31,957,656), October 31, 2015 ($6,082,839), October 31, 2016 ($324,890,175) and October 31, 2017 ($258,617,823).

As of October 31, 2009, the Fund had no uncertain tax positions that would require financial statement recognition, de-recognition, or disclosure. Each of the Fund’s federal tax returns filed in the 3-year period ended October 31, 2009 remains subject to examination by the Internal Revenue Service.

EExpenses — The majority of expenses of the Trust are directly identifiable to an individual fund. Expenses which are not readily identifiable to a specific fund are allocated taking into consideration, among other things, the nature and type of expense and the relative size of the funds.

FExpense Reduction — State Street Bank and Trust Company (SSBT) serves as custodian of the Fund. Pursuant to the custodian agreement, SSBT receives a fee reduced by credits, which are determined based on the average daily cash balance the Fund maintains with SSBT. All credit balances, if any, used to reduce the Fund’s custodian fees are reported as a reduction of expenses in the Statement of Operations.

GForeign Currency Translation — Investment valuations, other assets, and liabilities initially expressed in foreign currencies are translated each business day into U.S. dollars based upon current exchange rates. Purchases and sales of foreign investment securities and income and expenses denominated in foreign currencies are translated into U.S. dollars based upon currency exchange rates in effect on the respective dates of such transactions. Recognized gains or losses on investment transactions attributable to changes in foreign currency exchange rates are recorded for financial statement purposes as net realized gains and losses on investments. That portion of unrealized gains and losses on investments that results from fluctuations in foreign currency exchange rates is not separately disclosed.

HUse 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.

IIndemnifications — Under the Trust’s organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the

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Eaton Vance Tax-Managed Dividend Income Fundas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

performance of their duties to the Fund, and shareholders are indemnified against personal liability for the obligations of the Trust. Additionally, in the normal course of business, the Fund enters into agreements with service providers that may contain indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred.

2Distributions to Shareholders

It is the present policy of the Fund to make monthly distributions of all or substantially all of its net investment income and to distribute annually all or substantially all of its net realized capital gains (reduced by available capital loss carryforwards from prior years, if any). Distributions to shareholders are recorded on the ex-dividend date. Distributions are declared separately for each class of shares. Shareholders may reinvest income and capital gain distributions in additional shares of the same class of the Fund at the net asset value as of the ex-dividend date or, at the election of the shareholder, receive distributions in cash. The Fund distinguishes between distributions on a tax basis and a financial reporting basis. Accounting principles generally accepted in the United States of America require that only distributions in excess of tax basis earnings and profits be reported in the financial statements as a return of capital. Permanent differences between book and tax accounting relating to distributions are reclassified to paid-in capital. For tax purposes, distributions from short-term capital gains are considered to be from ordinary income.

The tax character of distributions declared for the years ended October 31, 2009 and October 31, 2008 was as follows:

	Year Ended October 31,
	2009		2008
Distributions declared from:
Ordinary income	$	80,794,808	$	111,037,759

During the year ended October 31, 2009, accumulated net realized loss was decreased by $153,019 and accumulated undistributed net investment income was decreased by $153,019 due to differences between book and tax accounting, primarily for foreign currency gain (loss) and distributions from real estate investment trusts. These reclassifications had no effect on the net assets or net asset value per share of the Fund.

As of October 31, 2009, the components of distributable earnings (accumulated losses) and unrealized appreciation (depreciation) on a tax basis were as follows:

Capital loss carryforward	$(628,426,598)
Undistributed ordinary income	$      4,564,079
Net unrealized appreciation	$    86,406,098

The differences between components of distributable earnings (accumulated losses) on a tax basis and the amounts reflected in the Statement of Assets and Liabilities are primarily due to wash sales and investment in partnerships.

3Investment Adviser Fee and Other Transactions with Affiliates

The investment adviser fee is earned by EVM as compensation for management and investment advisory services rendered to the Fund. The fee is computed at an annual rate of 0.65% of the Fund’s average daily net assets up to $500 million, 0.625% from $500 million up to $1 billion, 0.600% from $1 billion up to $2.5 billion and at reduced rates as daily net assets exceed that level, and is payable monthly. The portion of the adviser fee payable by Cash Management on the Fund’s investment of cash therein is credited against the Fund’s investment adviser fee. For the year ended October 31, 2009, the Fund’s investment adviser fee totaled $7,106,855 of which $122,695 was allocated from Cash Management and $6,984,160 was paid or accrued directly by the Fund. For the year ended October 31, 2009, the Fund’s investment adviser fee, including the portion allocated from Cash Management, was 0.63% of the Fund’s average daily net assets. The administration fee is earned by EVM for administering the business affairs of the Fund and is computed at an annual rate of 0.15% of the Fund’s average daily net assets. For the year ended October 31, 2009, the administration fee amounted to $1,694,993. EVM serves as the sub-transfer agent of the Fund and receives from the transfer agent an aggregate fee based upon the actual expenses incurred by EVM in the performance of these services. For the year ended October 31, 2009, EVM earned $53,849 in sub-transfer agent fees. The Fund was informed that Eaton Vance Distributors, Inc. (EVD), an affiliate of EVM and the Fund’s principal underwriter, received $210,354 as its portion of the sales charge on sales of Class A shares for the year ended October 31, 2009. EVD also received distribution and service fees from Class A, Class B and Class C shares (see Note 4) and contingent deferred sales charges (see Note 5).

Except for Trustees of the Fund who are not members of EVM’s organization, officers and Trustees receive remuneration for their services to the Fund out of the investment adviser fee. Trustees of the Fund who are not affiliated with EVM may elect to defer receipt of all or a

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Eaton Vance Tax-Managed Dividend Income Fundas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

percentage of their annual fees in accordance with the terms of the Trustees Deferred Compensation Plan. For the year ended October 31, 2009, no significant amounts have been deferred. Certain officers and Trustees of the Fund are officers of EVM.

4Distribution Plans

The Fund has in effect a distribution plan for Class A shares (Class A Plan) pursuant to Rule 12b-1 under the 1940 Act. The Class A Plan provides that the Fund will pay EVD a distribution and service fee of 0.25% per annum of its average daily net assets attributable to Class A shares for distribution services and facilities provided to the Fund by EVD, as well as for personal services and/or the maintenance of shareholder accounts. Distribution and service fees paid or accrued to EVD for the year ended October 31, 2009 amounted to $1,568,901 for Class A shares.

The Fund also has in effect distribution plans for Class B shares (Class B Plan) and Class C shares (Class C Plan) pursuant to Rule 12b-1 under the 1940 Act. The Class B and Class C Plans require the Fund to pay EVD amounts equal to 0.75% per annum of its average daily net assets attributable to Class B and Class C shares for providing ongoing distribution services and facilities to the Fund. The Fund will automatically discontinue payments to EVD during any period in which there are no outstanding Uncovered Distribution Charges, which are equivalent to the sum of (i) 6.25% of the aggregate amount received by the Fund for Class B and Class C shares sold, plus (ii) interest calculated by applying the rate of 1% over the prevailing prime rate to the outstanding balance of Uncovered Distribution Charges of EVD of each respective class, reduced by the aggregate amount of contingent deferred sales charges (see Note 5) and amounts theretofore paid or payable to EVD by each respective class. For the year ended October 31, 2009, the Fund paid or accrued to EVD $637,788 and $3,100,233 for Class B and Class C shares, respectively, representing 0.75% of the average daily net assets of Class B and Class C shares. At October 31, 2009, the amounts of Uncovered Distribution Charges of EVD calculated under the Class B and Class C Plans were approximately $5,712,000 and $46,162,000, respectively.

The Class B and Class C Plans also authorize the Fund to make payments of service fees to EVD, financial intermediaries and other persons in amounts not exceeding 0.25% per annum of its average daily net assets attributable to that class. Service fees paid or accrued are for personal services and/or the maintenance of shareholder accounts. They are separate and distinct from the sales commissions and distribution fees payable to EVD and, as such, are not subject to automatic discontinuance when there are no outstanding Uncovered Distribution Charges of EVD. Service fees paid or accrued for the year ended October 31, 2009 amounted to $212,596 and $1,033,412 for Class B and Class C shares, respectively.

5Contingent Deferred Sales Charges

A contingent deferred sales charge (CDSC) generally is imposed on redemptions of Class B shares made within six years of purchase and on redemptions of Class C shares made within one year of purchase. Class A shares may be subject to a 1% CDSC if redeemed within 18 months of purchase (depending on the circumstances of purchase). Generally, the CDSC is based upon the lower of the net asset value at date of redemption or date of purchase. No charge is levied on shares acquired by reinvestment of dividends or capital gain distributions. The CDSC for Class B shares is imposed at declining rates that begin at 5% in the case of redemptions in the first and second year after purchase, declining one percentage point each subsequent year. Class C shares are subject to a 1% CDSC if redeemed within one year of purchase. No CDSC is levied on shares which have been sold to EVM or its affiliates or to their respective employees or clients and may be waived under certain other limited conditions. CDSCs received on Class B and Class C redemptions are paid to EVD to reduce the amount of Uncovered Distribution Charges calculated under the Fund’s Class B and Class C Plans. CDSCs received on Class B and Class C redemptions when no Uncovered Distribution Charges exist are credited to the Fund. For the year ended October 31, 2009, the Fund was informed that EVD received approximately $50,000, $266,000 and $57,000 of CDSCs paid by Class A, Class B and Class C shareholders, respectively.

6Purchases and Sales of Investments

Purchases and sales of investments, other than short-term obligations, aggregated $1,120,496,299 and $1,138,870,676, respectively, for the year ended October 31, 2009.

7Shares of Beneficial Interest

The Fund’s Declaration of Trust permits the Trustees to issue an unlimited number of full and fractional shares of beneficial interest (without par value). Such shares may be issued in a number of different series (such as the Fund and classes). Transactions in Fund shares were as follows:

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Eaton Vance Tax-Managed Dividend Income Fundas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

	Year Ended October 31,
Class A	2009			2008
Sales		24,861,105			21,673,137
Issued to shareholders electing to receive payments of distributions in Fund shares		3,891,387			3,604,769
Redemptions		(31,476,909	)		(28,062,001	)
Exchange from Class B shares		550,078			480,151
Net decrease		(2,174,339	)		(2,303,944	)
	Year Ended October 31,
Class B	2009			2008
Sales		1,464,264			1,295,321
Issued to shareholders electing to receive payments of distributions in Fund shares		448,849			438,744
Redemptions		(2,592,258	)		(2,674,975	)
Exchange to Class A shares		(551,246	)		(481,183	)
Net decrease		(1,230,391	)		(1,422,093	)
	Year Ended October 31,
Class C	2009			2008
Sales		11,264,316			10,566,813
Issued to shareholders electing to receive payments of distributions in Fund shares		1,934,627			1,761,020
Redemptions		(15,283,577	)		(14,041,253	)
Net decrease		(2,084,634	)		(1,713,420	)
	Year Ended October 31,
Class I	2009			2008
Sales		2,227,604			206,676
Issued to shareholders electing to receive payments of distributions in Fund shares		22,893			3,693
Redemptions		(170,974	)		(41,076	)
Net increase		2,079,523			169,293

8Federal Income Tax Basis of Investments

The cost and unrealized appreciation (depreciation) of investments of the Fund at October 31, 2009, as determined on a federal income tax basis, were as follows:

Aggregate cost	$	1,156,388,771
Gross unrealized appreciation	$	146,142,708
Gross unrealized depreciation		(59,888,026	)
Net unrealized appreciation	$	86,254,682

9Line of Credit

The Fund 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 Fund solely to facilitate the handling of unusual and/or unanticipated short-term cash requirements. Interest is charged to the 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 Fund did not have any significant borrowings or allocated fees during the year ended October 31, 2009.

10Risks Associated with Foreign Investments

Investing in securities issued by companies whose principal business activities are outside the United States may involve significant risks not present in domestic investments. For example, there is generally less publicly available information about foreign companies, particularly those not subject to the disclosure and reporting requirements of the U.S. securities laws. Certain foreign issuers are generally not bound by uniform accounting, auditing, and financial reporting requirements and standards of practice comparable to those applicable to domestic issuers. Investments in foreign securities also involve the risk of possible adverse changes in investment or exchange control regulations, expropriation or confiscatory taxation, limitation on the removal of funds or other assets of the Fund, political or financial instability or diplomatic and other developments which could affect such investments. Foreign securities markets, while growing in volume and sophistication, are generally not as developed as those in the United States, and securities of some foreign issuers (particularly those located in developing countries) may be less liquid and more volatile than securities of comparable U.S. companies. In general, there is less overall governmental supervision and regulation of foreign securities markets, broker-dealers and issuers than in the United States.

11Fair Value Measurements

The Fund adopted FASB Statement of Financial Accounting Standards No. 157 (FAS 157), “Fair Value Measurements”, (currently FASB Accounting Standards Codification (ASC) 820-10), effective November 1, 2008. Such standard established a three-tier hierarchy to prioritize the assumptions, referred to as inputs, used in valuation techniques to measure fair value. The three-tier hierarchy of inputs is summarized in the three broad levels listed below.

•  Level 1 – quoted prices in active markets for identical investments

20

Eaton Vance Tax-Managed Dividend Income Fundas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

•  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 October 31, 2009, the inputs used in valuing the Fund’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
Consumer Discretionary	$	81,690,533	$	—		$	—	$	81,690,533
Consumer Staples		72,739,344		44,753,020			—		117,492,364
Energy		163,582,680		60,898,498			—		224,481,178
Financials		110,668,036		—			—		110,668,036
Health Care		85,104,025		31,886,466			—		116,990,491
Industrials		59,506,417		4,650,336			—		64,156,753
Information Technology		46,548,250		—			—		46,548,250
Materials		34,296,750		12,987,182			—		47,283,932
Telecommunication Services		49,344,744		63,387,987			—		112,732,731
Utilities		41,362,500		50,827,417			—		92,189,917
Total Common Stocks	$	744,843,279	$	269,390,906	*	$	—	$	1,014,234,185
Preferred Stocks
Consumer Staples	$	—	$	844,688		$	—	$	844,688
Energy		—		6,525,750			—		6,525,750
Financials		74,387,504		106,763,371			—		181,150,875
Utilities		1,297,500		1,007,893			—		2,305,393
Total Preferred Stocks	$	75,685,004	$	115,141,702		$	—	$	190,826,706
Corporate Bonds & Notes	$	—	$	19,772,265		$	—	$	19,772,265
Short-Term Investments		17,810,297		—			—		17,810,297
Total Investments	$	838,338,580	$	404,304,873		$	—	$	1,242,643,453

* Includes foreign equity securities whose values were adjusted to reflect market trading that occurred after the close of trading in their applicable foreign markets.

The Fund held no investments or other financial instruments as of October 31, 2008 whose fair value was determined using Level 3 inputs.

12Review for Subsequent Events

In connection with the preparation of the financial statements of the Fund as of and for the year ended October 31, 2009, events and transactions subsequent to October 31, 2009 through December 18, 2009, the date the financial statements were issued, have been evaluated by the Fund’s management for possible adjustment and/or disclosure. Management has not identified any subsequent events requiring financial statement disclosure as of the date these financial statements were issued.

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Eaton Vance Tax-Managed Dividend Income Fundas of October 31, 2009

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Trustees of Eaton Vance Mutual Funds
Trust and Shareholders of Eaton Vance
Tax-Managed Dividend Income Fund:

We have audited the accompanying statement of assets and liabilities of Eaton Vance Tax-Managed Dividend Income Fund (the “Fund”) (one of the funds constituting Eaton Vance Mutual Funds Trust), including the portfolio of investments, as of October 31, 2009, 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 financial highlights for each of the periods presented. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the 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 financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of October 31, 2009, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Eaton Vance Tax-Managed Dividend Income Fund as of October 31, 2009, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the periods presented, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 18, 2009

22

Eaton Vance Tax-Managed Dividend Income Fundas of October 31, 2009

FEDERAL TAX INFORMATION (Unaudited)

The Form 1099-DIV you receive in January 2010 will show the tax status of all distributions paid to your account in calendar year 2009. Shareholders are advised to consult their own tax adviser with respect to the tax consequences of their investment in the Fund. As required by the Internal Revenue Code regulations, shareholders must be notified within 60 days of the Fund’s fiscal year end regarding the status of dividend income for individuals and the dividends received deduction for corporations.

Qualified Dividend Income. The Fund designates $82,069,808 or up to the maximum amount of such dividend allowable pursuant to the Internal Revenue Code, as qualified dividend income eligible for the reduced tax rate of 15.0%.

Dividends Received Deduction. Corporate shareholders are generally entitled to take the dividends received deduction on the portion of the Fund’s dividend distribution that qualifies under tax law. For the Fund’s fiscal 2009 ordinary income dividends, 38.53% qualifies for the corporate dividends received deduction.

23

Eaton Vance Tax-Managed Dividend Income 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 27, 2009, the Board, including a majority of the Independent Trustees, voted to approve continuation of existing advisory and sub-advisory agreements for the Eaton Vance Funds for an additional one-year period. In voting its approval, the Board relied upon the affirmative recommendation of the Contract Review Committee of the Board (formerly the Special Committee), which is a committee comprised exclusively of Independent Trustees. Prior to making its recommendation, the Contract Review Committee reviewed information furnished for a series of meetings of the Contract Review Committee held in February, March and April 2009. Such information included, among other things, the following:

Information about Fees, Performance and Expenses

•  An independent report comparing the advisory and related fees paid by each fund with fees paid by comparable funds;

•  An independent report comparing each fund’s total expense ratio and its components to comparable funds;

•  An independent report comparing the investment performance of each fund to the investment performance of comparable funds over various time periods;

•  Data regarding investment performance in comparison to relevant peer groups of funds and appropriate indices;

•  Comparative information concerning fees charged by each adviser for managing other mutual funds and institutional accounts using investment strategies and techniques similar to those used in managing the fund;

•  Profitability analyses for each adviser with respect to each fund;

Information about Portfolio Management

•  Descriptions of the investment management services provided to each fund, including the investment strategies and processes employed, and any changes in portfolio management processes and personnel;

•  Information concerning the allocation of brokerage and the benefits received by each adviser as a result of brokerage allocation, including information concerning the acquisition of research through “soft dollar” benefits received in connection with the funds’ brokerage, and the implementation of a soft dollar reimbursement program established with respect to the funds;

•  Data relating to portfolio turnover rates of each fund;

•  The procedures and processes used to determine the fair value of fund assets and actions taken to monitor and test the effectiveness of such procedures and processes;

Information about each Adviser

•  Reports detailing the financial results and condition of each adviser;

•  Descriptions of the qualifications, education and experience of the individual investment professionals whose responsibilities include portfolio management and investment research for the funds, and information relating to their compensation and responsibilities with respect to managing other mutual funds and investment accounts;

•  Copies of the Codes of Ethics of each adviser and its affiliates, together with information relating to compliance with and the administration of such codes;

•  Copies of or descriptions of each adviser’s proxy voting policies and procedures;

•  Information concerning the resources devoted to compliance efforts undertaken by each adviser and its affiliates on behalf of the funds (including descriptions of various compliance programs) and their record of compliance with investment policies and restrictions, including policies with respect to market-timing, late trading and selective portfolio disclosure, and with policies on personal securities transactions;

•  Descriptions of the business continuity and disaster recovery plans of each adviser and its affiliates;

Other Relevant Information

•  Information concerning the nature, cost and character of the administrative and other non-investment management services provided by Eaton Vance Management and its affiliates;

•  Information concerning management of the relationship with the custodian, subcustodians and fund accountants by each adviser or the funds’ administrator; and

•  The terms of each advisory agreement.

24

Eaton Vance Tax-Managed Dividend Income 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, 2009, the Board met eighteen times and the Contract Review Committee, the Audit Committee, the Governance Committee, the Portfolio Management Committee and the Compliance Reports and Regulatory Matters Committee, each of which is a Committee comprised solely of Independent Trustees, met seven, five, six, six and six times, respectively. At such meetings, the Trustees received, among other things, presentations by the portfolio managers and other investment professionals of each adviser relating to the investment performance of each fund and the investment strategies used in pursuing the fund’s investment objective.

For funds that invest through one or more underlying portfolios, the Board considered similar information about the portfolio(s) when considering the approval of advisory agreements. In addition, in cases where the fund’s investment adviser has engaged a sub-adviser, the Board considered similar information about the sub-adviser when considering the approval of any sub-advisory agreement.

The Contract Review Committee was assisted throughout the contract review process by Goodwin Procter LLP, legal counsel for the Independent Trustees. The members of the Contract Review Committee relied upon the advice of such counsel and their own business judgment in determining the material factors to be considered in evaluating each advisory and sub-advisory agreement and the weight to be given to each such factor. The conclusions reached with respect to each advisory and sub-advisory agreement were based on a comprehensive evaluation of all the information provided and not any single factor. Moreover, each member of the Contract Review Committee may have placed varying emphasis on particular factors in reaching conclusions with respect to each advisory and sub-advisory agreement.

Results of the Process

Based on its consideration of the foregoing, and such other information as it deemed relevant, including the factors and conclusions described below, the Contract Review Committee concluded that the continuance of the investment advisory agreement of Eaton Vance Tax-Managed Dividend Income Fund (the “Fund”) with Eaton Vance Management (the “Adviser”), including its fee structure, is in the interests of shareholders and, therefore, the Contract Review Committee recommended to the Board approval of the agreement. The Board accepted the recommendation of the Contract Review Committee as well as the factors considered and conclusions reached by the Contract Review Committee with respect to the agreement. Accordingly, the Board, including a majority of the Independent Trustees, voted to approve continuation of the investment advisory agreement for the Fund.

Nature, Extent and Quality of Services

In considering whether to approve the investment advisory agreement of the Fund, the Board evaluated the nature, extent and quality of services provided to the Fund by the Adviser.

The Board considered the Adviser’s management capabilities and investment process with respect to the types of investments held by the Fund, including the education, experience and number of its investment professionals and other personnel who provide portfolio management, investment research, and similar services to the Fund, including recent changes to such personnel. The Board evaluated the abilities and experience of such investment personnel in analyzing factors such as special considerations relevant to investing in dividend-paying common and preferred stock. In particular, the Board evaluated the Adviser’s in-house equity research capabilities and experience in managing funds that seek to maximize after-tax returns. The Board also took into account the resources dedicated to portfolio management and other services, including the compensation paid to recruit and retain investment personnel, and the time and attention devoted to the Fund by senior management.

The Board also reviewed the compliance programs of the Adviser and relevant affiliates thereof. Among other matters, the Board considered compliance and reporting matters relating to personal trading by investment personnel, selective disclosure of portfolio holdings, late trading, frequent trading, portfolio valuation, business continuity and the allocation of investment opportunities. The Board also evaluated the responses of the Adviser and its affiliates to requests from regulatory authorities such as the Securities and Exchange Commission and the Financial Industry Regulatory Authority.

The Board considered shareholder and other administrative services provided or managed by Eaton Vance Management and its affiliates, including transfer agency and accounting services. The Board evaluated the benefits to shareholders of investing in a fund that is a part of a large family of funds, including the ability, in many cases, to exchange an investment among different funds without incurring additional sales charges.

The Board considered the Adviser’s recommendations for Board action and other steps taken in response to the unprecedented dislocations experienced in the capital markets over recent periods, including sustained periods of high volatility, credit disruption and government intervention. In particular, the Board considered the Adviser’s efforts and expertise with respect to each of the following

25

Eaton Vance Tax-Managed Dividend Income Fund

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

matters as they relate to the Fund and/or other funds within the Eaton Vance family of funds: (i) negotiating and maintaining the availability of bank loan facilities and other sources of credit used for investment purposes or to satisfy liquidity needs; (ii) establishing the fair value of securities and other instruments held in investment portfolios during periods of market volatility and issuer-specific disruptions; and (iii) the ongoing monitoring of investment management processes and risk controls.

After consideration of the foregoing factors, among others, the Board concluded that the nature, extent and quality of services provided by the Adviser, taken as a whole, are appropriate and consistent with the terms of the investment advisory agreement.

Fund Performance

The Board compared the Fund’s investment performance to a relevant universe of similarly managed funds identified by an independent data provider and appropriate benchmark indices. The Board reviewed comparative performance data for the one-, three- and five-year periods ended September 30, 2008 for the Fund. On the basis of the foregoing and other relevant information, the Board concluded that, under the circumstances, 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 Fund (referred to collectively as “management fees”). As part of its review, the Board considered the Fund’s management fees (including administrative fees) and total expense ratio for the year ended September 30, 2008, as compared to a group of similarly managed funds selected by an independent data provider.

After reviewing the foregoing information, and in light of the nature, extent and quality of the services provided by the Adviser, the Board concluded that the management fees charged for advisory and related services and the Fund’s total expense ratio are reasonable.

Profitability

The Board reviewed the level of profits realized by the Adviser and relevant affiliates thereof in providing investment advisory and administrative services to the Fund and to all Eaton Vance Funds as a group. The Board considered the level of profits realized without regard to revenue sharing or other payments by the Adviser and its affiliates to third parties in respect of distribution services. The Board also considered other direct or indirect benefits received by the Adviser in connection with its relationship with the Fund, including the benefits of research services that may be available to the Adviser as a result of securities transactions effected for the Fund 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 are reasonable.

Economies of Scale

In reviewing management fees and profitability, the Board also considered the extent to which the Adviser and its affiliates, on the one hand, and the Fund, on the other hand, can expect to realize benefits from economies of scale as the assets of the Fund 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 Adviser’s profitability may have been affected by such increases or decreases. The Board also concluded that 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. Based upon the foregoing, the Board concluded that the benefits from economies of scale are currently being shared equitably by the Adviser and the Fund.

26

Eaton Vance Tax-Managed Dividend Income Fund

MANAGEMENT AND ORGANIZATION

Fund Management. The Trustees of Eaton Vance Mutual Funds Trust (the Trust) are responsible for the overall management and supervision of the Trust’s affairs. The Trustees and officers of the Trust 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 hold indefinite terms of office. The “Noninterested Trustees” consist of those Trustees who are not “interested persons” of the Trust, as that term is defined under the 1940 Act. The business address of each Trustee and officer is Two International Place, Boston, Massachusetts 02110. 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, “Parametric” refers to Parametric Portfolio Associates LLC and “EVD” refers to Eaton Vance Distributors, Inc. EVC and EV are the corporate parent and trustee, respectively, of EVM and BMR. EVD is the Fund’s principal underwriter and a wholly-owned subsidiary of EVC. Each officer affiliated with Eaton Vance may hold a position with other Eaton Vance affiliates that is comparable to his or her position with EVM listed below.

		Term of		Number of Portfolios
	Position(s)	Office and		in Fund Complex
Name and	with the	Length of	Principal Occupation(s)	Overseen By
Date of Birth	Trust	Service	During Past Five Years	Trustee(1)		Other Directorships Held
Interested Trustee
Thomas E. Faust Jr. 5/31/58	Trustee and President	Trustee since 2007 and President since 2002	Chairman, Chief Executive Officer and President of EVC, Director and President of EV, Chief Executive Officer and President of EVM and BMR, and Director of EVD. Trustee and/or officer of 176 registered investment companies and 4 private investment companies managed by EVM or BMR. Mr. Faust is an interested person because of his positions with EVM, BMR, EVD, EVC and EV, which are affiliates of the Trust.		176	Director of EVC
Noninterested Trustees
Benjamin C. Esty 1/2/63	Trustee	Since 2005	Roy and Elizabeth Simmons Professor of Business Administration and Finance Unit Head, Harvard University Graduate School of Business Administration.		176	None
Allen R. Freedman 4/3/40	Trustee	Since 2007	Former Chairman (2002-2004) and a Director (1983-2004) of Systems & Computer Technology Corp. (provider of software to higher education). Formerly, a Director of Loring Ward International (fund distributor) (2005-2007). Formerly, Chairman and a Director of Indus International, Inc. (provider of enterprise management software to the power generating industry) (2005-2007).		176	Director of Assurant, Inc. (insurance provider) and Stonemor Partners, L.P. (owner and operator of cemeteries)
William H. Park 9/19/47	Trustee	Since 2003	Vice Chairman, Commercial Industrial Finance Corp. (specialty finance company) (since 2006). Formerly, President and Chief Executive Officer, Prizm Capital Management, LLC (investment management firm) (2002-2005).		176	None
Ronald A. Pearlman 7/10/40	Trustee	Since 2003	Professor of Law, Georgetown University Law Center.		176	None
Helen Frame Peters 3/22/48	Trustee	Since 2008	Professor of Finance, Carroll School of Management, Boston College. Adjunct Professor of Finance, Peking University, Beijing, China (since 2005).		176	Director of BJ’s Wholesale Club, Inc. (wholesale club retailer)
Heidi L. Steiger 7/8/53	Trustee	Since 2007	Managing Partner, Topridge Associates LLC (global wealth management firm) (since 2008); Senior Advisor (since 2008), President (2005-2008), Lowenhaupt Global Advisors, LLC (global wealth management firm). Formerly, President and Contributing Editor, Worth Magazine (2004-2005). Formerly, Executive Vice President and Global Head of Private Asset Management (and various other positions), Neuberger Berman (investment firm) (1986-2004).		176	Director of Nuclear Electric Insurance Ltd. (nuclear insurance provider), Aviva USA (insurance provider) and CIFG (family of financial guaranty companies) and Advisory Director of Berkshire Capital Securities LLC (private investment banking firm)

27

Eaton Vance Tax-Managed Dividend Income Fund

MANAGEMENT AND ORGANIZATION CONT’D

		Term of		Number of Portfolios
	Position(s)	Office and		in Fund Complex
Name and	with the	Length of	Principal Occupation(s)	Overseen By
Date of Birth	Trust	Service	During Past Five Years	Trustee(1)		Other Directorships Held
Noninterested Trustees (continued)
Lynn A. Stout 9/14/57	Trustee	Since 1998	Paul Hastings Professor of Corporate and Securities Law (since 2006) and Professor of Law (2001-2006), University of California at Los Angeles School of Law.		176	None
Ralph F. Verni 1/26/43	Chairman of the Board and Trustee	Chairman of the Board since 2007 and Trustee since 2005	Consultant and private investor.		176	None

Principal Officers who are not Trustees

		Term of
	Position(s)	Office and
Name and	with the	Length of	Principal Occupation(s)
Date of Birth	Trust	Service	During Past Five Years
William H. Ahern, Jr. 7/28/59	Vice President	Since 1995	Vice President of EVM and BMR. Officer of 76 registered investment companies managed by EVM or BMR.
John R. Baur 2/10/70	Vice President	Since 2008	Vice President of EVM and BMR. Previously, attended Johnson Graduate School of Management, Cornell University (2002-2005), and prior thereto he was an Account Team Representative in Singapore for Applied Materials, Inc. Officer of 35 registered investment companies managed by EVM or BMR.
Michael A. Cirami 12/24/75	Vice President	Since 2008	Vice President of EVM and BMR. Officer of 35 registered investment companies managed by EVM or BMR.
Cynthia J. Clemson 3/2/63	Vice President	Since 2005	Vice President of EVM and BMR. Officer of 92 registered investment companies managed by EVM or BMR.
Charles B. Gaffney 12/4/72	Vice President	Since 2007	Director of Equity Research and a Vice President of EVM and BMR. Officer of 32 registered investment companies managed by EVM or BMR.
Christine M. Johnston 11/9/72	Vice President	Since 2007	Vice President of EVM and BMR. Officer of 37 registered investment companies managed by EVM or BMR.
Aamer Khan 6/7/60	Vice President	Since 2005	Vice President of EVM and BMR. Officer of 35 registered investment companies managed by EVM or BMR.
Thomas H. Luster 4/8/62	Vice President	Since 2006	Vice President of EVM and BMR. Officer of 54 registered investment companies managed by EVM or BMR.
Robert B. MacIntosh 1/22/57	Vice President	Since 1998	Vice President of EVM and BMR. Officer of 91 registered investment companies managed by EVM or BMR.
Jeffrey A. Rawlins 10/6/61	Vice President	Since 2009	Vice President of EVM and BMR. Previously, a Managing Director of the Fixed Income Group at State Street Research and Management (1989-2005). Officer of 31 registered investment companies managed by EVM or BMR.
Duncan W. Richardson 10/26/57	Vice President	Since 2001	Director of EVC and Executive Vice President and Chief Equity Investment Officer of EVC, EVM and BMR. Officer of 82 registered investment companies managed by EVM or BMR.
Judith A. Saryan 8/21/54	Vice President	Since 2003	Vice President of EVM and BMR. Officer of 51 registered investment companies managed by EVM or BMR.
Susan Schiff 3/13/61	Vice President	Since 2002	Vice President of EVM and BMR. Officer of 37 registered investment companies managed by EVM or BMR.
Thomas Seto 9/27/62	Vice President	Since 2007	Vice President and Director of Portfolio Management of Parametric. Officer of 32 registered investment companies managed by EVM or BMR.

28

Eaton Vance Tax-Managed Dividend Income Fund

MANAGEMENT AND ORGANIZATION CONT’D

		Term of
	Position(s)	Office and
Name and	with the	Length of	Principal Occupation(s)
Date of Birth	Trust	Service	During Past Five Years
Principal Officers who are not Trustees (continued)
David M. Stein 5/4/51	Vice President	Since 2007	Managing Director and Chief Investment Officer of Parametric. Officer of 32 registered investment companies managed by EVM or BMR.
Dan R. Strelow 5/27/59	Vice President	Since 2009	Vice President of EVM and BMR since 2005. Previously, a Managing Director (since 1988) and Chief Investment Officer (since 2001) of the Fixed Income Group at State Street Research and Management. Officer of 31 registered investment companies managed by EVM or BMR.
Mark S. Venezia 5/23/49	Vice President	Since 2007	Vice President of EVM and BMR. Officer of 38 registered investment companies managed by EVM or BMR.
Adam A. Weigold 3/22/75	Vice President	Since 2007	Vice President of EVM and BMR. Officer of 69 registered investment companies managed by EVM or BMR.
Barbara E. Campbell 6/19/57	Treasurer	Since 2005	Vice President of EVM and BMR. Officer of 176 registered investment companies managed by EVM or BMR.
Maureen A. Gemma 5/24/60	Secretary and Chief Legal Officer	Secretary since 2007 and Chief Legal Officer since 2008	Vice President of EVM and BMR. Officer of 176 registered investment companies managed by EVM or BMR.
Paul M. O’Neil 7/11/53	Chief Compliance Officer	Since 2004	Vice President of EVM and BMR. Officer of 176 registered investment companies managed by EVM or BMR.

(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 can be obtained without charge on Eaton Vance’s website at www.eatonvance.com or by calling 1-800-262-1122.

29

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Investment Adviser and Administrator of

Eaton Vance Tax-Managed Dividend Income Fund

Eaton Vance Management

Two International Place

Boston, MA 02110

Principal Underwriter*

Eaton Vance Distributors, Inc.

Two International Place

Boston, MA 02110

(617) 482-8260

Custodian

State Street Bank and Trust Company

200 Clarendon Street

Boston, MA 02116

Transfer Agent

PNC Global Investment Servicing

Attn: Eaton Vance Funds

P.O. Box 9653

Providence, RI 02940-9653

(800) 262-1122

Independent Registered Public Accounting Firm

Deloitte & Touche LLP

200 Berkeley Street

Boston, MA 02116

Eaton Vance Tax-Managed Dividend Income Fund

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.

1857-12/09 TMDISRC

IMPORTANT NOTICES REGARDING PRIVACY,
DELIVERY OF SHAREHOLDER DOCUMENTS,
PORTFOLIO HOLDINGS AND PROXY VOTING

Privacy. The Eaton Vance organization is committed to ensuring your financial privacy. Each of the financial institutions identified below has in effect the following policy (“Privacy Policy”) with respect to nonpublic personal information about its customers:

•  Only such information received from you, through application forms or otherwise, and information about your Eaton Vance fund transactions will be collected. This may include information such as name, address, social security number, tax status, account balances and transactions.

•  None of such information about you (or former customers) will be disclosed to anyone, except as permitted by law (which includes disclosure to employees necessary to service your account). In the normal course of servicing a customer’s account, Eaton Vance may share information with unaffiliated third parties that perform various required services such as transfer agents, custodians and broker/dealers.

•  Policies and procedures (including physical, electronic and procedural safeguards) are in place that are designed to protect the confidentiality of such information.

•  We reserve the right to change our Privacy Policy at any time upon proper notification to you. Customers may want to review our Privacy Policy periodically for changes by accessing the link on our homepage: www.eatonvance.com.

Our pledge of privacy applies to the following entities within the Eaton Vance organization: the Eaton Vance Family of Funds, Eaton Vance Management, Eaton Vance Investment Counsel, Boston Management and Research, and Eaton Vance Distributors, Inc.

In addition, our Privacy Policy applies only to those Eaton Vance customers who are individuals and who have a direct relationship with us. If a customer’s account (i.e., fund shares) is held in the name of a third-party financial adviser/broker-dealer, it is likely that only such adviser’s privacy policies apply to the customer. This notice supersedes all previously issued privacy disclosures.

For more information about Eaton Vance’s Privacy Policy, please call 1-800-262-1122.

Delivery of Shareholder Documents. The Securities and Exchange Commission (the “SEC”) permits funds to deliver only one copy of shareholder documents, including prospectuses, proxy statements and shareholder reports, to fund investors with multiple accounts at the same residential or post office box address. This practice is often called “householding” and it helps eliminate duplicate mailings to shareholders.

Eaton Vance, or your financial adviser, may household the mailing of your documents indefinitely unless you instruct Eaton Vance, or your financial adviser, otherwise.

If you would prefer that your Eaton Vance documents not be householded, please contact Eaton Vance at 1-800-262-1122, or contact your financial adviser.

Your instructions that householding not apply to delivery of your Eaton Vance documents will be effective within 30 days of receipt by Eaton Vance or your financial adviser.

Portfolio Holdings. Each Eaton Vance Fund and its underlying Portfolio(s) (if applicable) will file a schedule of portfolio holdings on Form N-Q with the SEC for the first and third quarters of each fiscal year. The Form N-Q will be available on the Eaton Vance website at www.eatonvance.com, by calling Eaton Vance at 1-800-262-1122 or in the EDGAR database on the SEC’s website at www.sec.gov. Form N-Q may also be reviewed and copied at the SEC’s public reference room in Washington, D.C. (call 1-800-732-0330 for information on the operation of the public reference room).

Proxy Voting. From time to time, funds are required to vote proxies related to the securities held by the funds. The Eaton Vance Funds or their underlying Portfolios (if applicable) vote proxies according to a set of policies and procedures approved by the Funds’ and Portfolios’ Boards. You may obtain a description of these policies and procedures and information on how the Funds or Portfolios voted proxies relating to portfolio securities during the most recent 12 month period ended June 30, without charge, upon request, by calling 1-800-262-1122. This description is also available on the SEC’s website at www.sec.gov.

Eaton Vance Tax-Managed International Equity Fund as of October 31, 2009

MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE

Economic and Market Conditions

• International equity markets experienced a dramatic turnaround during the 12 months ending October 31, 2009. As the period began late last fall, global equities were already in the midst of a dramatic free fall, dragged lower by the failure or near-collapse of several major financial institutions struggling under the enormous weight of troubled assets. On the verge of illiquidity, the credit markets virtually ceased operating, worldwide economic activity ground to a near standstill, and anxious equity investors stayed on the sidelines. At the beginning of the second quarter, however, equity markets began a rally in response to indications that the concerted global effort by world banks to alleviate the credit crisis and stimulate economic growth was succeeding. The volatile period finished on a decidedly positive note, with many market indexes for European, U.S. and Asian equities posting solid annual gains.

Edward R. Allen, III, CFA
Eagle Global Advisors
Co-Portfolio Manager

Thomas N. Hunt, III, CFA
Eagle Global Advisors
Co-Portfolio Manager

• Although economic conditions across much of the world remained challenging at period end, signs continued to accumulate for an improvement in outlook. Recently, the International Monetary Fund (IMF) raised its forecasts for world growth for the remainder of 2009 and into 2010. The countries of continental Europe, particularly France and Germany, were poised for positive growth and indicators of business sentiment have been rising. The United Kingdom, assisted by an expansive monetary policy by the Bank of England and a sharply depreciated currency, continued to show signs of economic stabilization. Japan, where the strong yen has been complicating the country’s rebound by discouraging its exports, recently elected the Democratic Party of Japan (DJP) political party to power, ending decades of long dominance of the Liberal Democratic Party in politics. It remains to be seen what changes the DJP will push and whether those changes will be positive from an economic standpoint.

Past performance is no guarantee of future results. Returns are historical and are calculated by determining the percentage change in net asset value or offering price (as applicable) with all distributions reinvested. Investment return and principal value will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Performance is for the stated time period only; due to market volatility, the fund’s current performance may be lower or higher than the quoted return. For performance as of the most recent month end, please refer to www.eatonvance.com.

Management Discussion

• Against this backdrop, the Fund¹ underperformed its benchmark, the MSCI Europe, Australasia, Far East Index (the MSCI EAFE Index) for the year ending October 31, 2009.² The initial phase of the 2009 bull market was largely driven by the return of risk appetite - investors looking to capitalize on lower-quality companies, including those under financial stress, resulting in a boost for small-cap stocks. The Fund’s lack of exposure to these low-quality stocks, as well as its large-cap focus, led to its underperformance early in the rally. Overall, positive stock selection led to Fund returns more closely tracking the MSCI EAFE Index since April, although not enough to offset underperformance in March and April.

• The financials sector was the biggest factor in the Fund’s relative underperformance. Financials accounted for approximately one quarter of the MSCI EAFE Index’s weight and contributed the most to its returns. However, the Fund was underweighted in the sector all year, which hurt performance. Stock selection also detracted, especially the Fund’s investments in the consumer finance industry. An underweighting to materials and an overweighting to health care further dampened the Fund’s performance relative to the MSCI EAFE Index. Conversely, the Fund’s stock selection in the energy sector added to relative returns.

Total Return Performance
10/31/08-10/31/09
Class A3	16.22	%
Class B3	15.41
Class C3	15.40
Class I3	16.69
MSCI EAFE Index2	27.71
Lipper International Large-Cap Core Funds Average2	23.97

See pages 3 and 4 for more performance information, including after-tax returns.

1	The Fund currently invests in a separately registered investment company, Tax- Managed International Equity Portfolio, with the same objective and policies as the Fund. References to investments are to the Portfolio’s holdings.
2	It is not possible to invest directly in an Index or a Lipper Classification. The Index’s total return does not reflect commissions or expenses that would have been incurred if an investor individually purchased or sold the securities represented in the Index. Index returns reflect dividends net of any applicable foreign withholding taxes. The Lipper total return is the average total return, at net asset value, of the funds that are in the same Lipper Classification as the Fund.
3	These returns do not include the 5.75% maximum sales charge for Class A shares or the applicable contingent deferred sales charge (CDSC) for Class B and Class C shares. If sales charges were deducted, the returns would be lower. Class I shares are offered to certain investors at net asset value. Class A and Class I shares are subject to a 1.00% redemption fee if redeemed or exchanged within 90 days of settlement of purchase.

Fund shares are not insured by the FDIC and are not deposits or other obligations of, or guaranteed by, any depository institution. Shares are subject to investment risks, including possible loss of principal invested.

1

Eaton Vance Tax-Managed International Equity Fund as of October 31, 2009

MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE

• Despite the second half rally elsewhere in the world, Japan was the worst performing market for the year (performance based on U.S. dollars). The Fund was underweighted in Japanese stocks, which aided its performance, as all Japanese sectors did poorly, underperforming the overall MSCI EAFE Index.

• Emerging markets enjoyed a strong year, with some economies proving more resilient to the financial crisis and global recession than anticipated. Asian economies, mostly led by global trade, were poised to improve in the second half of 2009. In Latin America, Mexico seemed likely to track the U.S. in an economic recovery, while Brazil proved more resilient to external shocks. After an initial paring back late in 2008, the Fund’s weighting in emerging markets increased over the year, which — along with stock selection — was a big contributor to performance.

• Our investment philosophy and process remain consistent: investing in a diversified portfolio of foreign equity securities with favorable growth prospects, competitive positions and strong balance sheets. As we have experienced in prior recoveries, we believe market leadership will continue to rotate from high-risk, low-quality companies to high-quality companies that can deliver revenue growth as the economic recovery matures.

The views expressed throughout this report are those of the portfolio managers and are current only through the end of the period of the report as stated on the cover. These views are subject to change at any time based upon market or other conditions, and the investment adviser disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a fund are based on many factors, may not be relied on as an indication of trading intent on behalf of any Eaton Vance fund. Portfolio information provided in the report may not be representative of the Portfolio’s current or future investments and may change due to active management.

Portfolio Composition

Global Allocation¹

By net assets

¹ As a percentage of the Portfolio’s net assets as of 10/31/09. Excludes cash equivalents.

Top 10 Holdings2
By net assets
Banco Santander Central Hispano SA	4.2	%
Nestle SA	3.3
Total SA	3.2
Novartis AG	3.2
British American Tobacco PLC	2.9
Mitsui & Co., Ltd.	2.7
DBS Group Holdings, Ltd.	2.6
Petroleo Brasileiro SA ADR	2.5
Telefonica SA	2.3
BOC Hong Kong Holdings, Ltd.	2.2

² Top 10 Holdings represented 29.1% of the Portfolio’s net assets as of 10/31/09. Excludes cash equivalents.

2

Eaton Vance Tax-Managed International Equity Fund as of October 31, 2009

FUND PERFORMANCE

The line graph and table set forth below provide information about the Fund’s performance. The line graph compares the performance of Class A of the Fund with that of the MSCI EAFE Index, a broad-based, unmanaged market index of international stocks. The lines on the graph represent the total returns of a hypothetical investment of $10,000 in each of Class A and the Index. Class A total returns are presented at net asset value and maximum public offering price. The table includes the total returns of each Class of the Fund at net asset value and maximum public offering price. The performance presented below does not reflect the deduction of taxes, if any, that a shareholder would pay on distributions or redemptions of Fund shares.

* Source: Lipper Inc. Class A of the Fund commenced investment operations on 4/22/98.

A $10,000 hypothetical investment at net asset value in Class B shares and Class C shares on 10/31/99 and Class I shares on 9/2/08 (commencement of operations) would have been valued at $6,914, $6,924, and $7,647, respectively, on 10/31/09. It is not possible to invest directly in an Index. The Index’s total return does not reflect commissions or expenses that would have been incurred if an investor individually purchased or sold the securities represented in the Index. Index returns reflect dividends net of any applicable foreign witholding taxes.

Performance1	Class A			Class B			Class C			Class I
Share Class Symbol	ETIGX			EMIGX			ECIGX			EITIX
Average Annual Total Returns (at net asset value)
One Year		16.22	%		15.41	%		15.40	%		16.69	%
Five Years		4.95			4.16			4.19			N.A.
Ten Years		-2.88			-3.62			-3.61			N.A.
Life of Fund†		-0.83			-1.59			-1.59			-20.62
SEC Average Annual Total Returns (including sales charge or applicable CDSC)
One Year		9.52	%		10.41	%		14.40	%		16.69	%
Five Years		3.72			3.82			4.19			N.A.
Ten Years		-3.45			-3.62			-3.61			N.A.
Life of Fund†		-1.34			-1.59			-1.59			-20.62

†

Inception Dates — Class A, Class B and Class C: 4/22/98; Class 1:9/2/08

1

Average Annual Total Returns do not include the 5.75% maximum sales charge for Class A shares or the applicable contingent deferred sales charge (CDSC) for Class B and Class C shares. If sales charges were deducted, the returns would be lower. Class I shares are offered to certain investors at net asset value. SEC Average Annual Total Returns for Class A reflect the maximum 5.75% sales charge. SEC returns for Class B shares reflect the applicable CDSC based on the following schedule: 5% — 1st and 2nd years; 4% — 3rd year; 3% — 4th year; 2% — 5th year; 1% — 6th year. SEC returns for Class C reflect a 1% CDSC for the first year. Class A and Class I shares are subject to a 1.00% redemption fee if redeemed or exchanged within 90 days of settlement of purchase.

Total Annual
Operating Expenses2	Class A			Class B			Class C			Class I
Expense Ratio		1.54	%		2.29	%		2.29	%		1.23	%

² Source: Prospectus dated 3/1/09.

Past performance is no guarantee of future results. Returns are historical and are calculated by determining the percentage change in net asset value or offering price (as applicable) with all distributions reinvested. Investment return and principal value will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Performance is for the stated time period only; due to market volatility, the Fund’s current performance may be lower or higher than the quoted return. For performance as of the most recent month end, please refer to www.eatonvance.com.

3

Eaton Vance Tax-Managed International Equity Fund as of October 31, 2009

FUND PERFORMANCE

“Return Before Taxes” does not take into consideration shareholder taxes. It is most relevant to tax-free or tax-deferred shareholder accounts. “Return After Taxes on Distributions” reflects the impact of federal income taxes due on Fund distributions of dividends and capital gains. It is most relevant to taxpaying shareholders who continue to hold their shares. “Return After Taxes on Distributions and Sale of Fund Shares” also reflects the impact of taxes on capital gain or loss realized upon a sale of shares. It is most relevant to taxpaying shareholders who sell their shares.

Average Annual Total Returns
(For the periods ended October 31, 2009)

Returns at Net Asset Value (NAV) (Class A)

	One Year			Five Years			Ten Years
Return Before Taxes		16.22	%		4.95	%		-2.88	%
Return After Taxes on Distributions		16.50			5.07			-2.81
Return After Taxes on Distributions and Sale of Fund Shares		11.41			4.55			-2.24

Returns at Public Offering Price (POP) (Class A)

	One Year			Five Years			Ten Years
Return Before Taxes		9.52	%		3.72	%		-3.45	%
Return After Taxes on Distributions		9.79			3.83			-3.38
Return After Taxes on Distributions and Sale of Fund Shares		7.01			3.47			-2.71

Average Annual Total Returns
(For the periods ended October 31, 2009)

Returns at Net Asset Value (NAV) (Class C)

	One Year			Five Years			Ten Years
Return Before Taxes		15.40	%		4.19	%		-3.61	%
Return After Taxes on Distributions		15.92			4.35			-3.49
Return After Taxes on Distributions and Sale of Fund Shares		10.69			3.84			-2.84

Returns at Public Offering Price (POP) (Class C)

	One Year			Five Years			Ten Years
Return Before Taxes		14.40	%		4.19	%		-3.61	%
Return After Taxes on Distributions		14.92			4.35			-3.49
Return After Taxes on Distributions and Sale of Fund Shares		10.04			3.84			-2.84

Past performance is no guarantee of future results. Returns are historical and are calculated by determining the percentage change in net asset value or offering price (as applicable) with all distributions reinvested. Investment return and principal value will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Performance is for the stated time period only; due to market volatility, the Fund’s current performance may be lower or higher than the quoted return. For performance as of the most recent month end, please refer to www.eatonvance.com.

Average Annual Total Returns
(For the periods ended October 31, 2009)

Returns at Net Asset Value (NAV) (Class B)

	One Year			Five Years			Ten Years
Return Before Taxes		15.41	%		4.16	%		-3.62	%
Return After Taxes on Distributions		16.02			4.34			-3.50
Return After Taxes on Distributions and Sale of Fund Shares		10.59			3.79			-2.87

Returns at Public Offering Price (POP) (Class B)

	One Year			Five Years			Ten Years
Return Before Taxes		10.41	%		3.82	%		-3.62	%
Return After Taxes on Distributions		11.02			4.00			-3.50
Return After Taxes on Distributions and Sale of Fund Shares		7.34			3.49			-2.87

Average Annual Total Returns
(For the periods ended October 31, 2009)

Returns at Net Asset Value (NAV) (Class I)

	One Year			Life of Fund
Return Before Taxes		16.69	%		-20.62	%
Return After Taxes on Distributions		16.90			-19.04
Return After Taxes on Distributions and Sale of Fund Shares		11.79			-15.94

Class A, Class B and Class C of the Fund commenced investment operations on 4/22/98. Class I commenced investment operations on 9/2/08. Returns at Public Offering Price (POP) reflect the deduction of the maximum initial sales charge and applicable CDSC, while Returns at Net Asset Value (NAV) do not.

After-tax returns are calculated using certain assumptions. After-tax returns are calculated using the highest historical individual federal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on a shareholder’s tax situation and the actual characterization of distributions and may differ from those shown. After-tax returns are not relevant to shareholders who hold shares in tax-deferred accounts or to shares held by non-taxable entities. Return After Taxes on Distributions for a period may be the same as Return Before Taxes for the same period because no taxable distributions were made during that period, or because the taxable portion of distributions made during the period was insignificant. Return After Taxes on Distributions and Sale of Fund Shares for a period may be greater than or equal to Return After Taxes on Distributions for the same period because of losses realized on the sale of Fund shares. The Fund’s after-tax returns also may reflect foreign tax credits passed by the Fund to its shareholders.

4

Eaton Vance Tax-Managed International Equity Fundas of October 31, 2009

FUND EXPENSES

Example: As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchases and redemption fees (if applicable); and (2) ongoing costs, including management fees; distribution or service fees; and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 2009 – October 31, 2009).

Actual Expenses: The first section of the table below provides information about actual account values and actual expenses. You may use the information in this section, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first section under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes: The second section of the table below provides information about hypothetical account values and hypothetical expenses based on the actual Fund expense ratio and an assumed rate of return of 5% per year (before expenses), which is not the actual return of the Fund. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in your Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads) or redemption fees (if applicable). Therefore, the second section of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would be higher.

Eaton Vance Tax-Managed International Equity Fund

	Beginning Account Value		Ending Account Value		Expenses Paid During Period*
	(5/1/09)		(10/31/09)		(5/1/09 – 10/31/09)
Actual
Class A		$1,000.00		$1,313.00		$9.97
Class B		$1,000.00		$1,307.90		$14.31
Class C		$1,000.00		$1,308.20		$14.31
Class I		$1,000.00		$1,315.00		$8.58
Hypothetical
(5% return per year before expenses)
Class A		$1,000.00		$1,016.60		$8.69
Class B		$1,000.00		$1,012.80		$12.48
Class C		$1,000.00		$1,012.80		$12.48
Class I		$1,000.00		$1,017.80		$7.48

*   Expenses are equal to the Fund’s annualized expense ratio of 1.71% for Class A shares, 2.46% for Class B shares, 2.46% for Class C shares and 1.47% for Class I shares, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period). The Example assumes that the $1,000 was invested at the net asset value per share determined at the close of business on April 30, 2009. The Example reflects the expenses of both the Fund and the Portfolio.

5

Eaton Vance Tax-Managed International Equity Fundas of October 31, 2009

FINANCIAL STATEMENTS

Statement of Assets and Liabilities

As of October 31, 2009
Assets
Investment in Tax-Managed International Equity Portfolio, at value (identified cost, $95,376,333)	$	108,919,523
Receivable for Fund shares sold		396,907
Total assets	$	109,316,430
Liabilities
Payable for Fund shares redeemed	$	277,276
Payable to affiliates:
Distribution and service fees		45,038
Trustees’ fees		41
Accrued expenses		82,749
Total liabilities	$	405,104
Net Assets	$	108,911,326
Sources of Net Assets
Paid-in capital	$	233,936,030
Accumulated net realized loss from Portfolio		(140,178,404	)
Accumulated undistributed net investment income		1,610,510
Net unrealized appreciation from Portfolio		13,543,190
Total	$	108,911,326
Class A
Net Assets	$	76,284,262
Shares Outstanding		8,868,663
Net Asset Value and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	8.60
Maximum Offering Price Per Share
(100 ¸ 94.25 of net asset value per share)	$	9.12
Class B
Net Assets	$	5,774,925
Shares Outstanding		700,408
Net Asset Value and Offering Price Per Share*
(net assets ¸ shares of beneficial interest outstanding)	$	8.25
Class C
Net Assets	$	25,598,900
Shares Outstanding		3,139,922
Net Asset Value and Offering Price Per Share*
(net assets ¸ shares of beneficial interest outstanding)	$	8.15
Class I
Net Assets	$	1,253,239
Shares Outstanding		145,686
Net Asset Value, Offering Price and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	8.60

On sales of $50,000 or more, the offering price of Class A shares is reduced.

*  Redemption price per share is equal to the net asset value less any applicable contingent deferred sales charge.

Statement of Operations

For the Year Ended
October 31, 2009
Investment Income
Dividends allocated from Portfolio (net of foreign taxes, $390,310)	$	3,541,642
Interest allocated from Portfolio		20,260
Miscellaneous income		22,290
Expenses allocated from Portfolio		(1,178,313	)
Total investment income from Portfolio	$	2,405,879
Expenses
Distribution and service fees
Class A	$	184,336
Class B		67,492
Class C		243,830
Trustees’ fees and expenses		499
Custodian fee		25,500
Transfer and dividend disbursing agent fees		214,040
Legal and accounting services		20,209
Printing and postage		47,386
Registration fees		64,244
Miscellaneous		10,495
Total expenses	$	878,031
Net investment income	$	1,527,848
Realized and Unrealized Gain (Loss) from Portfolio
Net realized gain (loss) —
Investment transactions	$	(37,942,120	)
Foreign currency transactions		(157,462	)
Net realized loss	$	(38,099,582	)
Change in unrealized appreciation (depreciation) —
Investments	$	48,844,304
Foreign currency		41,745
Net change in unrealized appreciation (depreciation)	$	48,886,049
Net realized and unrealized gain	$	10,786,467
Net increase in net assets from operations	$	12,314,315

See notes to financial statements

6

Eaton Vance Tax-Managed International Equity Fundas of October 31, 2009

FINANCIAL STATEMENTS CONT’D

Statements of Changes in Net Assets

Increase (Decrease)	Year Ended			Year Ended
in Net Assets	October 31, 2009			October 31, 2008
From operations —
Net investment income	$	1,527,848		$	2,951,363
Net realized loss from investment and foreign currency transactions		(38,099,582	)		(13,527,367	)
Net change in unrealized appreciation (depreciation) from investments and foreign currency		48,886,049			(118,220,525	)
Net increase (decrease) in net assets from operations	$	12,314,315		$	(128,796,529	)
Distributions to shareholders —
From net investment income
Class A	$	(1,462,834	)	$	(1,638,403	)
Class B		—			(142,946	)
Class C		(147,336	)		(386,213	)
Class I		(8,498	)		—
Total distributions to shareholders	$	(1,618,668	)	$	(2,167,562	)
Transactions in shares of beneficial interest —
Proceeds from sale of shares
Class A	$	19,378,245		$	88,104,539
Class B		254,281			2,799,005
Class C		3,997,793			19,258,675
Class I		1,068,049			101,000
Net asset value of shares issued to shareholders in payment of distributions declared
Class A		1,186,409			1,230,841
Class B		—			122,626
Class C		116,488			289,863
Class I		2,143			—
Cost of shares redeemed
Class A		(46,310,751	)		(42,415,388	)
Class B		(2,232,289	)		(5,061,456	)
Class C		(10,656,508	)		(12,433,464	)
Class I		(25,107	)		—
Net asset value of shares exchanged
Class A		2,444,150			7,815,265
Class B		(2,444,150	)		(7,815,265	)
Redemption fees		1,736			20,656
Net increase (decrease) in net assets from Fund share transactions	$	(33,219,511	)	$	52,016,897
Net decrease in net assets	$	(22,523,864	)	$	(78,947,194	)
Net Assets
At beginning of year	$	131,435,190		$	210,382,384
At end of year	$	108,911,326		$	131,435,190
Accumulated undistributed net investment income included in net assets
At end of year	$	1,610,510		$	1,866,358

See notes to financial statements

7

Eaton Vance Tax-Managed International Equity Fundas of October 31, 2009

FINANCIAL STATEMENTS CONT’D

Financial Highlights

	Class A
	Year Ended October 31,
	2009			2008			2007			2006			2005
Net asset value — Beginning of year	$	7.530		$	14.970		$	11.080		$	8.670		$	7.080
Income (Loss) From Operations
Net investment income(1)	$	0.121		$	0.205		$	0.266	(2)	$	0.082		$	0.056
Net realized and unrealized gain (loss)		1.078			(7.470	)		3.731			2.403			1.534
Total income (loss) from operations	$	1.199		$	(7.265	)	$	3.997		$	2.485		$	1.590
Less Distributions
From net investment income	$	(0.129	)	$	(0.176	)	$	(0.107	)	$	(0.075	)	$	—
Total distributions	$	(0.129	)	$	(0.176	)	$	(0.107	)	$	(0.075	)	$	—
Redemption fees(1)	$	0.000	(3)	$	0.001		$	0.000	(3)	$	0.000	(3)	$	0.000	(3)
Net asset value — End of year	$	8.600		$	7.530		$	14.970		$	11.080		$	8.670
Total Return(4)		16.22	%		(49.06	)%		36.35	%		28.85	%		22.46	%
Ratios/Supplemental Data
Net assets, end of year (000’s omitted)	$	76,284		$	92,173		$	125,311		$	59,486		$	29,634
Ratios (as a percentage of average daily net assets):
Expenses(5)(6)		1.73	%(7)		1.54	%		1.57	%		1.67	%		1.89	%
Net investment income		1.67	%		1.67	%		2.12	%(2)		0.81	%		0.70	%
Portfolio Turnover of the Portfolio		57	%		34	%		23	%		25	%		39	%

(1)	Computed using average shares outstanding.
(2)	Net investment income per share reflects a dividend resulting from a corporate action allocated from the Portfolio which amounted to $0.132 per share. Excluding this dividend, the ratio of net investment income to average daily net assets would have been 1.07%.
(3)	Amount represents less than $0.0005.
(4)	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.
(5)	Includes the Fund’s share of the Portfolio’s allocated expenses.
(6)	Excludes the effect of custody fee credits, if any, of less than 0.005%.
(7)	The investment adviser of the Portfolio waived a portion of its investment adviser fee (equal to less than 0.005% of average daily net assets for the year ended October 31, 2009). All of the waiver was borne by the sub-adviser of the Portfolio.

See notes to financial statements

8

Eaton Vance Tax-Managed International Equity Fundas of October 31, 2009

FINANCIAL STATEMENTS CONT’D

Financial Highlights

	Class B
	Year Ended October 31,
	2009			2008			2007			2006			2005
Net asset value — Beginning of year	$	7.140		$	14.200		$	10.510		$	8.230		$	6.770
Income (Loss) From Operations
Net investment income (loss)(1)	$	0.066		$	0.098		$	0.132	(2)	$	0.008		$	(0.004	)
Net realized and unrealized gain (loss)		1.044			(7.094	)		3.573			2.281			1.464
Total income (loss) from operations	$	1.110		$	(6.996	)	$	3.705		$	2.289		$	1.460
Less Distributions
From net investment income	$	—		$	(0.065	)	$	(0.015	)	$	(0.009	)	$	—
Total distributions	$	—		$	(0.065	)	$	(0.015	)	$	(0.009	)	$	—
Redemption fees(1)	$	0.000	(3)	$	0.001		$	0.000	(3)	$	0.000	(3)	$	0.000	(3)
Net asset value — End of year	$	8.250		$	7.140		$	14.200		$	10.510		$	8.230
Total Return(4)		15.41	%		(49.47	)%		35.29	%		27.83	%		21.56	%
Ratios/Supplemental Data
Net assets, end of year (000’s omitted)	$	5,775		$	9,717		$	31,892		$	29,214		$	27,861
Ratios (as a percentage of average daily net assets):
Expenses(5)(6)		2.49	%(7)		2.29	%		2.32	%		2.42	%		2.64	%
Net investment income (loss)		0.95	%		0.82	%		1.12	%(2)		0.08	%		(0.05	)%
Portfolio Turnover of the Portfolio		57	%		34	%		23	%		25	%		39	%

(1)	Computed using average shares outstanding.
(2)	Net investment income per share reflects a dividend resulting from a corporate action allocated from the Portfolio which amounted to $0.097 per share. Excluding this dividend, the ratio of net investment income to average daily net assets would have been 0.29%.
(3)	Amount represents less than $0.0005.
(4)	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.
(5)	Includes the Fund’s share of the Portfolio’s allocated expenses.
(6)	Excludes the effect of custody fee credits, if any, of less than 0.005%.
(7)	The investment adviser of the Portfolio waived a portion of its investment adviser fee (equal to less than 0.005% of average daily net assets for the year ended October 31, 2009). All of the waiver was borne by the sub-adviser of the Portfolio.

See notes to financial statements

9

Eaton Vance Tax-Managed International Equity Fundas of October 31, 2009

FINANCIAL STATEMENTS CONT’D

Financial Highlights

	Class C
	Year Ended October 31,
	2009			2008			2007			2006			2005
Net asset value — Beginning of year	$	7.100		$	14.150		$	10.500		$	8.220		$	6.760
Income (Loss) From Operations
Net investment income (loss)(1)	$	0.063		$	0.105		$	0.156	(2)	$	0.009		$	(0.004	)
Net realized and unrealized gain (loss)		1.024			(7.060	)		3.536			2.287			1.464
Total income (loss) from operations	$	1.087		$	(6.955	)	$	3.692		$	2.296		$	1.460
Less Distributions
From net investment income	$	(0.037	)	$	(0.096	)	$	(0.042	)	$	(0.016	)	$	—
Total distributions	$	(0.037	)	$	(0.096	)	$	(0.042	)	$	(0.016	)	$	—
Redemption fees(1)	$	0.000	(3)	$	0.001		$	0.000	(3)	$	0.000	(3)	$	0.000	(3)
Net asset value — End of year	$	8.150		$	7.100		$	14.150		$	10.500		$	8.220
Total Return(4)		15.40	%		(49.46	)%		35.27	%		27.96	%		21.60	%
Ratios/Supplemental Data
Net assets, end of year (000’s omitted)	$	25,599		$	29,444		$	53,180		$	28,225		$	18,647
Ratios (as a percentage of average daily net assets):
Expenses(5)(6)		2.48	%(7)		2.29	%		2.32	%		2.42	%		2.64	%
Net investment income (loss)		0.91	%		0.90	%		1.32	%(2)		0.09	%		(0.06	)%
Portfolio Turnover of the Portfolio		57	%		34	%		23	%		25	%		39	%

(1)	Computed using average shares outstanding.
(2)	Net investment income per share reflects a dividend resulting from a corporate action allocated from the Portfolio which amounted to $0.119 per share. Excluding this dividend, the ratio of net investment income to average daily net assets would have been 0.31%.
(3)	Amount represents less than $0.0005.
(4)	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.
(5)	Includes the Fund’s share of the Portfolio’s allocated expenses.
(6)	Excludes the effect of custody fee credits, if any, of less than 0.005%.
(7)	The investment adviser of the Portfolio waived a portion of its investment adviser fee (equal to less than 0.005% of average daily net assets for the year ended October 31, 2009). All of the waiver was borne by the sub-adviser of the Portfolio.

See notes to financial statements

10

Eaton Vance Tax-Managed International Equity Fundas of October 31, 2009

FINANCIAL STATEMENTS CONT’D

Financial Highlights

	Class I
	Year Ended			Period Ended
	October 31, 2009			October 31, 2008(1)
Net asset value — Beginning of period	$	7.530		$	11.490
Income (Loss) From Operations
Net investment income(2)	$	0.157		$	0.003
Net realized and unrealized gain (loss)		1.072			(3.963	)
Total income (loss) from operations	$	1.229		$	(3.960	)
Less Distributions
From net investment income	$	(0.159	)	$	—
Total distributions	$	(0.159	)	$	—
Redemption fees(2)	$	0.000	(3)	$	0.000	(3)
Net asset value — End of period	$	8.600		$	7.530
Total Return(4)		16.69	%		(34.46	)%(9)
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$	1,253		$	101
Ratios (as a percentage of average daily net assets):
Expenses(5)(6)		1.48	%(7)		1.23	%(8)
Net investment income		2.11	%		0.25	%(8)
Portfolio Turnover of the Portfolio		57	%		34	%(10)

(1)	For the period from the start of business, September 2, 2008, to October 31, 2008.
(2)	Computed using average shares outstanding.
(3)	Amount represents less than $0.0005.
(4)	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested.
(5)	Excludes the effect of custody fee credits, if any, of less than 0.005%.
(6)	Includes the Fund’s share of the Portfolio’s allocated expenses.
(7)	The investment adviser of the Portfolio waived a portion of its investment adviser fee (equal to less than 0.005% of average daily net assets for the year ended October 31, 2009). All of the waiver was borne by the sub-adviser of the Portfolio.
(8)	Annualized.
(9)	For the Portfolio’s year ended October 31, 2008.
(10)	Not annualized.

See notes to financial statements

11

Eaton Vance Tax-Managed International Equity Fundas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS

1Significant Accounting Policies

Eaton Vance Tax-Managed International Equity Fund (the Fund) is a diversified series of Eaton Vance Mutual Funds Trust (the Trust). The Trust is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company. The Fund offers four classes of shares. Class A shares are generally sold subject to a sales charge imposed at time of purchase. Class B and Class C shares are sold at net asset value and are generally subject to a contingent deferred sales charge (see Note 5). Class I shares are sold at net asset value and are not subject to a sales charge. Class B shares automatically convert to Class A shares eight years after their purchase as described in the Fund’s prospectus. Each class represents a pro-rata interest in the Fund, but votes separately on class-specific matters and (as noted below) is subject to different expenses. Realized and unrealized gains and losses and net investment income and losses, other than class-specific expenses, are allocated daily to each class of shares based on the relative net assets of each class to the total net assets of the Fund. Each class of shares differs in its distribution plan and certain other class-specific expenses. The Fund invests all of its investable assets in interests in Tax-Managed International Equity Portfolio (the Portfolio), a New York trust, having the same investment objective and policies as the Fund. The value of the Fund’s investment in the Portfolio reflects the Fund’s proportionate interest in the net assets of the Portfolio (56.3% at October 31, 2009). The performance of the Fund is directly affected by the performance of the Portfolio. The financial statements of the Portfolio, including the portfolio of investments, are included elsewhere in this report and should be read in conjunction with the Fund’s financial statements.

The following is a summary of significant accounting policies of the Fund. The policies are in conformity with accounting principles generally accepted in the United States of America. A source of authoritative accounting principles applied in the preparation of the Fund’s financial statements is the Financial Accounting Standards Board (FASB) Accounting Standards Codification (the Codification), which superseded existing non-Securities and Exchange Commission accounting and reporting standards for interim and annual reporting periods ending after September 15, 2009. The adoption of the Codification for the current reporting period did not impact the Fund’s application of generally accepted accounting principles.

AInvestment Valuation — Valuation of securities by the Portfolio is discussed in Note 1A of the Portfolio’s Notes to Financial Statements, which are included elsewhere in this report.

BIncome — The Fund’s net investment income or loss consists of the Fund’s pro-rata share of the net investment income or loss of the Portfolio and other income, less all actual and accrued expenses of the Fund.

CFederal Taxes — The Fund’s policy is to comply with the provisions of the Internal Revenue Code applicable to regulated investment companies and to distribute to shareholders each year substantially all of its net investment income, and all or substantially all of its net realized capital gains. Accordingly, no provision for federal income or excise tax is necessary. At October 31, 2009, the Fund, for federal income tax purposes, had a capital loss carryforward of $138,466,695 which will reduce its taxable income arising from future net realized gains on investment transactions, if any, to the extent permitted by the Internal Revenue Code, and thus will reduce the amount of distributions to shareholders, which would otherwise be necessary to relieve the Fund of any liability for federal income or excise tax. Such capital loss carryforward will expire on October 31, 2010 ($49,131,487), October 31, 2011 ($39,935,051), October 31, 2016 ($12,569,600) and October 31, 2017 ($36,830,557).

As of October 31, 2009, the Fund had no uncertain tax positions that would require financial statement recognition, de-recognition, or disclosure. Each of the Fund’s federal tax returns filed in the 3-year period ended October 31, 2009 remains subject to examination by the Internal Revenue Service.

DExpenses — The majority of expenses of the Trust are directly identifiable to an individual fund. Expenses which are not readily identifiable to a specific fund are allocated taking into consideration, among other things, the nature and type of expense and the relative size of the funds.

EExpense Reduction — State Street Bank and Trust Company (SSBT) serves as custodian of the Fund. Pursuant to the custodian agreement, SSBT receives a fee reduced by credits, which are determined based on the average daily cash balance the Fund maintains with SSBT. All credit balances, if any, used to reduce the Fund’s custodian fees are reported as a reduction of expenses in the Statement of Operations.

FUse 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.

12

Eaton Vance Tax-Managed International Equity Fundas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

GIndemnifications — Under the Trust’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 Fund, and shareholders are indemnified against personal liability for the obligations of the Trust. Additionally, in the normal course of business, the Fund enters into agreements with service providers that may contain indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred.

HRedemption Fees — Upon the redemption or exchange of shares by Class A and Class I shareholders within 90 days of the settlement of purchase, a fee of 1% of the current net asset value of these shares will be assessed and retained by the Fund for the benefit of the remaining shareholders. The redemption fee is accounted for as an addition to paid-in capital.

IOther — Investment transactions are accounted for on a trade date basis. Dividends to shareholders are recorded on the ex-dividend date.

2Distributions to Shareholders

It is the present policy of the Fund to make at least one distribution annually (normally in December) of all or substantially all of its net investment income and to distribute annually all or substantially all of its net realized capital gains (reduced by available capital loss carryforwards from prior years, if any). Distributions are declared separately for each class of shares. Shareholders may reinvest income and capital gain distributions in additional shares of the same class of the Fund at the net asset value as of the ex-dividend date or, at the election of the shareholder, receive distributions in cash. The Fund distinguishes between distributions on a tax basis and a financial reporting basis. Accounting principles generally accepted in the United States of America require that only distributions in excess of tax basis earnings and profits be reported in the financial statements as a return of capital. Permanent differences between book and tax accounting relating to distributions are reclassified to paid-in capital. For tax purposes, distributions from short-term capital gains are considered to be from ordinary income.

The tax character of distributions declared for the years ended October 31, 2009 and October 31, 2008 was as follows:

	Year Ended October 31,
	2009		2008
Distributions declared from:
Ordinary income	$	1,618,668	$	2,167,562

During the year ended October 31, 2009, accumulated net realized loss was decreased by $16,209,078, accumulated undistributed net investment income was decreased by $165,028, and paid-capital was decreased by $16,044,050 due to differences between book and tax accounting, primarily for foreign currency loss and expired capital loss carryforwards. These reclassifications had no effect on the net assets or net asset value per share of the Fund.

As of October 31, 2009, the components of distributable earnings (accumulated losses) and unrealized appreciation (depreciation) on a tax basis were as follows:

Undistributed ordinary income	$	1,610,510
Capital loss carryforward	$	(138,466,695	)
Net unrealized appreciation	$	11,831,481

The differences between components of distributable earnings (accumulated losses) on a tax basis and the amounts reflected in the Statement of Assets and Liabilities are primarily due to wash sales and partnership allocations.

3Transactions with Affiliates

Eaton Vance Management (EVM) serves as the administrator to the Fund, but receives no compensation. The Portfolio has engaged Boston Management and Research (BMR), a subsidiary of EVM, to render investment advisory services. See Note 2 of the Portfolio’s Notes to Financial Statements which are included elsewhere in this report. EVM serves as the sub-transfer agent of the Fund and receives from the transfer agent an aggregate fee based upon the actual expenses incurred by EVM in the performance of these services. For the year ended October 31, 2009, EVM earned $12,251 in sub-transfer agent fees. The Fund was informed that Eaton Vance Distributors, Inc. (EVD), an affiliate of EVM and the Fund’s principal underwriter, received $5,683 as its portion of the sales charge on sales of Class A shares for the year ended October 31, 2009. EVD also received distribution and service fees from Class A, Class B and Class C shares (see Note 4) and contingent deferred sales charges (see Note 5).

Except for Trustees of the Fund and the Portfolio who are not members of EVM’s or BMR’s organizations, officers and Trustees receive remuneration for their services to the Fund out of the investment adviser fee. Certain officers and Trustees of the Fund and the Portfolio are officers of the above organizations.

4Distribution Plans

The Fund has in effect a distribution plan for Class A shares (Class A Plan) pursuant to Rule 12b-1 under the 1940 Act. The Class A Plan provides that the Fund will pay EVD a distribution and service fee of 0.25% per annum of

13

Eaton Vance Tax-Managed International Equity Fundas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

its average daily net assets attributable to Class A shares for distribution services and facilities provided to the Fund by EVD, as well as for personal services and/or the maintenance of shareholder accounts. Distribution and service fees paid or accrued to EVD for the year ended October 31, 2009 amounted to $184,336 for Class A shares. The Fund also has in effect distribution plans for Class B shares (Class B Plan) and Class C shares (Class C Plan) pursuant to Rule 12b-1 under the 1940 Act. The Class B and Class C Plans require the Fund to pay EVD amounts equal to 0.75% per annum of its average daily net assets attributable to Class B and Class C shares for providing ongoing distribution services and facilities to the Fund. The Fund will automatically discontinue payments to EVD during any period in which there are no outstanding Uncovered Distribution Charges, which are equivalent to the sum of (i) 5% and 6.25% of the aggregate amount received by the Fund for Class B and Class C shares sold, respectively, plus (ii) interest calculated by applying the rate of 1% over the prevailing prime rate to the outstanding balance of Uncovered Distribution Charges of EVD of each respective class, reduced by the aggregate amount of contingent deferred sales charges (see Note 5) and amounts theretofore paid or payable to EVD by each respective class. For the year ended October 31, 2009, the Fund paid or accrued to EVD $50,619 and $182,872 for Class B and Class C shares, respectively, representing 0.75% of the average daily net assets of Class B and Class C shares. At October 31, 2009, the amounts of Uncovered Distribution Charges of EVD calculated under the Class B and Class C Plans were approximately $4,097,000 and $10,087,000 respectively.

The Class B and Class C Plans also authorize the Fund to make payments of service fees to EVD, financial intermediaries and other persons in amounts not exceeding 0.25% per annum of its average daily net assets attributable to that class. Service fees paid or accrued are for personal services and/or the maintenance of shareholder accounts. They are separate and distinct from the sales commissions and distribution fees payable to EVD and, as such, are not subject to automatic discontinuance when there are no outstanding Uncovered Distribution Charges of EVD. Service fees paid or accrued for the year ended October 31, 2009 amounted to $16,873 and $60,958 for Class B and Class C shares, respectively.

5Contingent Deferred Sales Charges

A contingent deferred sales charge (CDSC) generally is imposed on redemptions of Class B shares made within six years of purchase and on redemptions of Class C shares made within one year of purchase. Class A shares may be subject to a 1% CDSC if redeemed within 18 months of purchase (depending on the circumstances of purchase). Generally, the CDSC is based upon the lower of the net asset value at date of redemption or date of purchase. No charge is levied on shares acquired by reinvestment of dividends or capital gain distributions. The CDSC for Class B shares is imposed at declining rates that begin at 5% in the case of redemptions in the first and second year after purchase, declining one percentage point each subsequent year. Class C shares are subject to a 1% CDSC if redeemed within one year of purchase. No CDSC is levied on shares which have been sold to EVM or its affiliates or to their respective employees or clients and may be waived under certain other limited conditions. CDSCs received on Class B and Class C redemptions are paid to EVD to reduce the amount of Uncovered Distribution Charges calculated under the Fund’s Class B and Class C Plans. CDSCs received on Class B and Class C redemptions when no Uncovered Distribution Charges exist are credited to the Fund. For the year ended October 31, 2009, the Fund was informed that EVD received approximately $4,000, $19,000 and $9,000 of CDSCs paid by Class A, Class B and Class C shareholders, respectively.

6Investment Transactions

For the year ended October 31, 2009, increases and decreases in the Fund’s investment in the Portfolio aggregated $19,285,871 and $55,449,499, respectively.

7Shares of Beneficial Interest

The Fund’s Declaration of Trust permits the Trustees to issue an unlimited number of full and fractional shares of beneficial interest (without par value). Such shares may be issued in a number of different series (such as the Fund) and classes. Transactions in Fund shares were as follows:

	Year Ended October 31,
Class A	2009			2008
Sales		2,687,830			6,958,032
Issued to shareholders electing to receive payments of distributions in Fund shares		160,978			88,677
Redemptions		(6,577,758	)		(3,807,459	)
Exchange from Class B shares		353,303			632,372
Net increase (decrease)		(3,375,647	)		3,871,622
	Year Ended October 31,
Class B	2009			2008
Sales		36,402			222,383
Issued to shareholders electing to receive payments of distributions in Fund shares		—			9,248
Redemptions		(327,623	)		(452,290	)
Exchange to Class A shares		(368,486	)		(664,400	)
Net decrease		(659,707	)		(885,059	)

14

Eaton Vance Tax-Managed International Equity Fundas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

	Year Ended October 31,
Class C	2009			2008
Sales		596,400			1,596,250
Issued to shareholders electing to receive payments of distributions in Fund shares		16,594			22,009
Redemptions		(1,620,856	)		(1,229,102	)
Net increase (decrease)		(1,007,862	)		389,157
	Year Ended			Period Ended
Class I	October 31, 2009			October 31, 2008(1)
Sales		135,553			13,403
Issued to shareholders electing to receive payments of distributions in Fund shares		292			—
Redemptions		(3,562	)		—
Net increase		132,283			13,403

(1) For the period from the start of business, September 2, 2008, to October 31, 2008.

For the years ended October 31, 2009 and October 31, 2008, the Fund received $1,736 and $20,656, respectively, in redemption fees.

8Review for Subsequent Events

In connection with the preparation of the financial statements of the Fund as of and for the year ended October 31, 2009, events and transactions subsequent to October 31, 2009 through December 16, 2009, the date the financial statements were issued, have been evaluated by the Fund’s management for possible adjustment and/or disclosure. Management has not identified any subsequent events requiring financial statement disclosure as of the date these financial statements were issued.

15

Eaton Vance Tax-Managed International Equity Fundas of October 31, 2009

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Trustees of Eaton Vance Mutual Funds Trust
and the Shareholders of Eaton Vance Tax-Managed
International Equity Fund:

We have audited the accompanying statement of assets and liabilities of Eaton Vance Tax-Managed International Equity Fund (the “Fund”) (one of the funds constituting Eaton Vance Mutual Funds Trust) as of October 31, 2009, 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 financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the 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 financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Eaton Vance Tax-Managed International Equity Fund as of October 31, 2009, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 16, 2009

16

Eaton Vance Tax-Managed International Equity Fundas of October 31, 2009

FEDERAL TAX INFORMATION (Unaudited)

The Form 1099-DIV you receive in January 2010 will show the tax status of all distributions paid to your account in calendar year 2009. Shareholders are advised to consult their own tax adviser with respect to the tax consequences of their investment in the Fund. As required by the Internal Revenue Code regulations, shareholders must be notified within 60 days of the Fund’s fiscal year end regarding the status of qualified dividend income for individuals and the foreign tax credit.

Qualified Dividend Income. The Fund designates $3,788,439 or up to the maximum amount of such dividends allowable pursuant to the Internal Revenue Code, as qualified dividend income eligible for the reduced tax rate of 15%.

Foreign Tax Credit. The Fund designates a foreign tax credit of $390,310 and recognizes foreign source income of $3,931,952.

17

Tax-Managed International Equity Portfolioas of October 31, 2009

PORTFOLIO OF INVESTMENTS

Common Stocks — 99.3%
Security	Shares		Value
Automobiles — 2.8%
Fiat SpA(1)		62,000	$	923,041
Honda Motor Co., Ltd.		73,000		2,254,726
Toyota Motor Corp.		55,500		2,190,970
			$	5,368,737
Beverages — 3.4%
Central European Distribution Corp.(1)		83,800	$	2,607,018
Fomento Economico Mexicano SA de CV ADR		90,300		3,910,893
			$	6,517,911
Building Products — 1.3%
Wienerberger AG(1)		142,800	$	2,579,630
			$	2,579,630
Capital Markets — 0.4%
3i Group PLC		195,000	$	839,310
			$	839,310
Chemicals — 1.4%
Agrium, Inc.		56,640	$	2,659,248
			$	2,659,248
Commercial Banks — 19.6%
Banco Santander Central Hispano SA		510,000	$	8,207,060
Barclays PLC(1)		777,000		4,072,306
BOC Hong Kong Holdings, Ltd.		1,829,000		4,200,911
Credit Agricole SA		55,500		1,063,112
DBS Group Holdings, Ltd.		543,000		4,972,561
Intesa Sanpaolo SpA(1)		917,000		3,859,179
KBC Groep NV(1)		73,900		3,163,429
Mitsubishi UFJ Financial Group, Inc.		294,000		1,565,962
National Bank of Greece SA(1)		112,200		4,102,073
Societe Generale		29,300		1,946,102
Turkiye Is Bankasi		234,000		886,234
			$	38,038,929
Computers & Peripherals — 0.7%
Toshiba Corp.(1)		240,000	$	1,371,683
			$	1,371,683
Construction & Engineering — 0.8%
Vinci SA		29,000	$	1,513,454
			$	1,513,454
Consumer Finance — 0.9%
ORIX Corp.		28,000	$	1,808,654
			$	1,808,654
Diversified Telecommunication Services — 5.2%
France Telecom SA ADR		130,200	$	3,283,644
Koninklijke KPN NV		127,200		2,307,247
Telefonica SA		157,100		4,387,255
			$	9,978,146
Electric Utilities — 1.2%
E.ON AG		58,020	$	2,223,612
			$	2,223,612
Electrical Equipment — 1.3%
ABB, Ltd. ADR		130,900	$	2,425,577
			$	2,425,577
Electronic Equipment, Instruments & Components — 2.5%
FUJIFILM Holdings Corp.		99,000	$	2,814,498
Hon Hai Precision Industry Co., Ltd.		529,000		2,072,002
			$	4,886,500
Energy Equipment & Services — 1.5%
OAO TMK GDR		105,019	$	1,897,156
Tenaris SA ADR		28,300		1,008,046
			$	2,905,202
Food Products — 6.0%
Cosan, Ltd., Class A(1)		181,100	$	1,206,126
Nestle SA		138,600		6,445,116
Unilever PLC		133,000		3,973,473
			$	11,624,715
Health Care Equipment & Supplies — 0.5%
Mindray Medical International, Ltd. ADR		30,400	$	934,192
			$	934,192

See notes to financial statements

18

Tax-Managed International Equity Portfolioas of October 31, 2009

PORTFOLIO OF INVESTMENTS CONT’D

Security	Shares		Value
Hotels, Restaurants & Leisure — 1.0%
Carnival PLC		33,200	$	1,029,242
Melco Crown Entertainment, Ltd. ADR(1)		176,000		872,960
			$	1,902,202
Household Durables — 1.6%
Desarrolladora Homex SA de CV ADR(1)		57,200	$	2,034,032
Fisher & Paykel Appliances Holdings, Ltd.		141,879		67,191
LG Electronics, Inc.		11,000		1,022,565
			$	3,123,788
Industrial Conglomerates — 3.3%
Cookson Group PLC(1)		382,000	$	2,279,455
Keppel Corp., Ltd.		714,700		4,107,444
			$	6,386,899
Insurance — 5.2%
Aegon NV(1)		439,800	$	3,125,852
Aviva PLC		156,700		979,868
AXA SA		143,900		3,578,821
Zurich Financial Services AG		10,300		2,358,622
			$	10,043,163
Media — 0.9%
Central European Media Enterprises, Ltd., Class A(1)		72,900	$	1,832,706
			$	1,832,706
Metals & Mining — 7.4%
Anglo American PLC ADR(1)		117,400	$	2,124,940
ArcelorMittal		51,200		1,741,824
Rio Tinto PLC ADR		12,000		2,136,360
Sterlite Industries India, Ltd. ADR		224,700		3,543,519
Thompson Creek Metals Co., Inc.(1)		167,000		1,700,060
Vale SA ADR		130,900		3,023,790
			$	14,270,493
Multi-Utilities — 3.1%
National Grid PLC		224,000	$	2,218,910
RWE AG		43,000		3,771,653
			$	5,990,563
Multiline Retail — 0.5%
Marks & Spencer Group PLC		165,000	$	924,139
			$	924,139
Office Electronics — 1.0%
Canon, Inc.		52,000	$	1,960,547
			$	1,960,547
Oil, Gas & Consumable Fuels — 9.0%
KazMunaiGas Exploration Production GDR		47,300	$	1,115,691
LUKOIL OAO ADR		54,500		3,182,800
OMV AG		23,800		980,771
Petroleo Brasileiro SA ADR		119,300		4,786,316
StatoilHydro ASA		45,000		1,060,388
Total SA		105,000		6,283,232
			$	17,409,198
Pharmaceuticals — 6.8%
AstraZeneca PLC ADR		34,900	$	1,567,359
GlaxoSmithKline PLC ADR		84,700		3,486,252
Novartis AG		117,200		6,103,091
Sanofi-Aventis		28,100		2,059,793
			$	13,216,495
Road & Rail — 0.6%
All America Latina Logistica SA (Units)		165,000	$	1,216,706
			$	1,216,706
Semiconductors & Semiconductor Equipment — 0.5%
United Microelectronics Corp. ADR(1)		287,000	$	944,230
			$	944,230
Specialty Retail — 0.5%
Kingfisher PLC		270,000	$	986,878
			$	986,878
Tobacco — 2.9%
British American Tobacco PLC		176,000	$	5,608,405
			$	5,608,405

See notes to financial statements

19

Tax-Managed International Equity Portfolioas of October 31, 2009

PORTFOLIO OF INVESTMENTS CONT’D

Security	Shares		Value
Trading Companies & Distributors — 2.7%
Mitsui & Co., Ltd.		396,000	$	5,200,644
			$	5,200,644
Wireless Telecommunication Services — 2.8%
MTN Group, Ltd.		102,000	$	1,518,702
Turkcell Iletisim Hizmetleri AS ADR		240,000		3,943,200
			$	5,461,902
Total Common Stocks
(identified cost $160,802,139)			$	192,154,458
Short-Term Investments — 0.1%
	Interest
Description	(000’s omitted)		Value
Cash Management Portfolio, 0.00%(2)	$	212	$	212,475
Total Short-Term Investments
(identified cost $212,475)			$	212,475
Total Investments — 99.4%
(identified cost $161,014,614)			$	192,366,933
Other Assets, Less Liabilities — 0.6%			$	1,240,937
Net Assets — 100.0%			$	193,607,870

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

ADR - American Depositary Receipt

GDR - Global Depositary Receipt

(1)	Non-income producing security.
(2)	Affiliated investment company available to Eaton Vance portfolios and funds which invests in high quality, U.S. dollar denominated money market instruments. The rate shown is the annualized seven-day yield as of October 31, 2009.

Country Concentration of Portfolio
	Percentage
Country	of Net Assets			Value
United Kingdom		16.7	%	$	32,226,897
France		10.2			19,728,158
Japan		9.9			19,167,684
Switzerland		9.0			17,332,406
Spain		6.5			12,594,315
Brazil		5.3			10,232,938
Singapore		4.7			9,080,005
Netherlands		3.7			7,174,923
Germany		3.1			5,995,265
Mexico		3.1			5,944,925
Italy		3.0			5,790,266
Russia		2.6			5,079,956
Hong Kong		2.6			5,073,871
Turkey		2.5			4,829,434
Canada		2.3			4,359,308
Greece		2.1			4,102,073
Austria		1.8			3,560,401
India		1.8			3,543,519
Belgium		1.7			3,163,429
Taiwan		1.6			3,016,232
Poland		1.3			2,607,018
Czech Republic		0.9			1,832,706
South Africa		0.8			1,518,702
Kazakhstan		0.6			1,115,691
Norway		0.5			1,060,388
South Korea		0.5			1,022,565
China		0.5			934,192
United States		0.1			212,475
New Zealand		0.0			67,191
Total Investments		99.4	%	$	192,366,933

See notes to financial statements

20

Tax-Managed International Equity Portfolioas of October 31, 2009

FINANCIAL STATEMENTS

Statement of Assets and Liabilities

As of October 31, 2009
Assets
Unaffiliated investments, at value (identified cost, $160,802,139)	$	192,154,458
Affiliated investment, at value (identified cost, $212,475)		212,475
Foreign currency, at value (identified cost, $8,236)		8,203
Dividends receivable		284,231
Receivable for investments sold		804,387
Tax reclaims receivable		638,110
Total assets	$	194,101,864
Liabilities
Payable for investments purchased	$	227,695
Payable to affiliates:
Investment adviser fee		173,881
Trustees’ fees		647
Accrued expenses		91,771
Total liabilities	$	493,994
Net Assets applicable to investors’ interest in Portfolio	$	193,607,870
Sources of Net Assets
Net proceeds from capital contributions and withdrawals	$	162,194,771
Net unrealized appreciation		31,413,099
Total	$	193,607,870

Statement of Operations

For the Year Ended
October 31, 2009
Investment Income
Dividends (net of foreign taxes, $717,072)	$	6,469,279
Interest income allocated from affiliated investment		35,546
Expenses allocated from affiliated investment		(14,049	)
Total investment income	$	6,490,776
Expenses
Investment adviser fee	$	1,898,119
Trustees’ fees and expenses		8,790
Custodian fee		159,561
Legal and accounting services		36,004
Miscellaneous		9,352
Total expenses	$	2,111,826
Deduct —
Waiver of investment adviser fee	$	310
Reduction of custodian fee		3
Total expense reductions	$	313
Net expenses	$	2,111,513
Net investment income	$	4,379,263
Realized and Unrealized Gain (Loss)
Net realized gain (loss) —
Investment transactions	$	(56,733,009	)
Foreign currency transactions		(282,463	)
Net realized loss	$	(57,015,472	)
Change in unrealized appreciation (depreciation) —
Investments	$	77,821,526
Foreign currency		76,171
Net change in unrealized appreciation (depreciation)	$	77,897,697
Net realized and unrealized gain	$	20,882,225
Net increase in net assets from operations	$	25,261,488

See notes to financial statements

21

Tax-Managed International Equity Portfolioas of October 31, 2009

FINANCIAL STATEMENTS CONT’D

Statements of Changes in Net Assets

Increase (Decrease)	Year Ended		��	Year Ended
in Net Assets	October 31, 2009			October 31, 2008
From operations —
Net investment income	$	4,379,263		$	7,564,683
Net realized loss from investment and foreign currency transactions		(57,015,472	)		(18,002,627	)
Net change in unrealized appreciation (depreciation) from investments and foreign currency		77,897,697			(205,817,811	)
Net increase (decrease) in net assets from operations	$	25,261,488		$	(216,255,755	)
Capital transactions —
Contributions	$	22,585,063		$	112,879,082
Withdrawals		(81,218,538	)		(61,316,483	)
Net increase (decrease) in net assets from capital transactions	$	(58,633,475	)	$	51,562,599
Net decrease in net assets	$	(33,371,987	)	$	(164,693,156	)
Net Assets
At beginning of year	$	226,979,857		$	391,673,013
At end of year	$	193,607,870		$	226,979,857

See notes to financial statements

22

Tax-Managed International Equity Portfolioas of October 31, 2009

FINANCIAL STATEMENTS CONT’D

Supplementary Data

	Year Ended October 31,
	2009			2008			2007			2006			2005
Ratios/Supplemental Data
Ratios (as a percentage of average daily net assets):
Expenses(1)		1.12	%(2)		1.09	%		1.10	%		1.12	%		1.16	%
Net investment income		2.30	%		2.08	%		2.51	%(3)		1.38	%		1.42	%
Portfolio Turnover		57	%		34	%		23	%		25	%		39	%
Total Return		16.92	%		(48.82	)%		36.97	%		29.54	%		23.36	%
Net assets, end of year (000’s omitted)	$	193,608		$	226,980		$	391,673		$	228,277		$	151,601

(1)	Excludes the effect of custody fee credits, if any, of less than 0.005%.
(2)	The investment adviser waived a portion of its investment adviser fee (equal to less than 0.005% of average daily net assets for the year ended October 31, 2009). All of the waiver was borne by the sub-adviser.
(3)	Includes a dividend resulting from a corporate action equal to 0.96% of average daily net assets.

See notes to financial statements

23

Tax-Managed International Equity Portfolioas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS

1Significant Accounting Policies

Tax-Managed International Equity Portfolio (the Portfolio) is a New York trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as a diversified, open-end management investment company. The Portfolio’s investment objective is to achieve long-term after-tax returns by investing in a diversified portfolio of foreign equity securities. The Declaration of Trust permits the Trustees to issue interests in the Portfolio. At October 31, 2009, Eaton Vance Tax-Managed International Equity Fund and Eaton Vance Tax-Managed Equity Asset Allocation Fund held an interest of 56.3% and 43.6%, 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 source of authoritative accounting principles applied in the preparation of the Portfolio’s financial statements is the Financial Accounting Standards Board (FASB) Accounting Standards Codification (the Codification), which superseded existing non-Securities and Exchange Commission accounting and reporting standards for interim and annual reporting periods ending after September 15, 2009. The adoption of the Codification for the current reporting period did not impact the Portfolio’s application of generally accepted accounting principles.

AInvestment 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. The daily valuation of exchange-traded foreign securities generally is determined as of the close of trading on the principal exchange on which such securities trade. Events occurring after the close of trading on foreign exchanges may result in adjustments to the valuation of foreign securities to more accurately reflect their fair value as of the close of regular trading on the New York Stock Exchange. When valuing foreign equity securities that meet certain criteria, the Trustees have approved the use of a fair value service that values such securities to reflect market trading that occurs after the close of the applicable foreign markets of comparable securities or other instruments that have a strong correlation to the fair-valued securities. Foreign securities and currencies are valued in U.S. dollars, based on foreign currency exchange rate quotations supplied by a third party pricing service. The pricing service uses a proprietary model to determine the exchange rate. Inputs to the model include reported trades and implied bid/ask spreads. 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.

The Portfolio may invest in Cash Management Portfolio (Cash Management), an affiliated investment company managed by Boston Management and Research (BMR), a subsidiary of Eaton Vance Management (EVM). Cash Management generally values its investment securities utilizing the amortized cost valuation technique permitted by Rule 2a-7 of the 1940 Act, pursuant to which Cash Management must comply with certain conditions. This technique involves initially valuing a portfolio security at its cost and thereafter assuming a constant amortization to maturity of any discount or premium. If amortized cost is determined not to approximate fair value, Cash Management may value its investment securities based on available market quotations provided by a third party pricing service.

BInvestment 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.

24

Tax-Managed International Equity Portfolioas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

CIncome — Dividend income is recorded on the ex-dividend date for dividends received in cash and/or securities. However, if the ex-dividend date has passed, certain dividends from foreign securities are recorded as the Portfolio is informed of the ex-dividend date. Withholding taxes on foreign dividends and capital gains have been provided for in accordance with the Portfolio’s understanding of the applicable countries’ tax rules and rates. Interest income is recorded on the basis of interest accrued, adjusted for amortization of premium or accretion of discount.

DFederal 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 October 31, 2009, the Portfolio had no uncertain tax positions that would require financial statement recognition, de-recognition, or disclosure. Each of the Portfolio’s federal tax returns filed in the 3-year period ended October 31, 2009 remains subject to examination by the Internal Revenue Service.

EExpense 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.

FForeign Currency Translation — Investment valuations, other assets, and liabilities initially expressed in foreign currencies are translated each business day into U.S. dollars based upon current exchange rates. Purchases and sales of foreign investment securities and income and expenses denominated in foreign currencies are translated into U.S. dollars based upon currency exchange rates in effect on the respective dates of such transactions. Recognized gains or losses on investment transactions attributable to changes in foreign currency exchange rates are recorded for financial statement purposes as net realized gains and losses on investments. That portion of unrealized gains and losses on investments that results from fluctuations in foreign currency exchange rates is not separately disclosed.

GUse 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.

HIndemnifications — 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.

2Investment Adviser Fee and Other Transactions with Affiliates

The investment adviser fee is earned by BMR as compensation for investment advisory services rendered to the Portfolio. The fee is computed at an annual rate of 1.00% of the Portfolio’s average daily net assets up to $500 million and at reduced rates as daily net assets exceed that level, and is payable monthly. Pursuant to a sub-advisory agreement, BMR pays Eagle Global Advisors, L.L.C. (Eagle) a portion of its adviser fee for sub-advisory services provided to the Portfolio. The portion of the adviser fee payable by Cash Management on the Portfolio’s investment of cash therein is credited against the Portfolio’s investment adviser fee. For the year ended October 31, 2009, the Portfolio’s investment adviser fee totaled $1,911,530 of which $13,411 was allocated from Cash Management and $1,898,119 was paid or accrued directly by the Portfolio. For the year ended October 31, 2009, the Portfolio’s investment adviser fee, including the portion allocated from Cash Management, was 1.00% of the Portfolio’s average daily net assets. BMR has also

25

Tax-Managed International Equity Portfolioas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

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 year ended October 31, 2009, BMR waived $310 of its adviser fee. Eagle, in turn, waived $310 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 year ended October 31, 2009, no significant amounts have been deferred. Certain officers and Trustees of the Portfolio are officers of the above organizations.

3Purchases and Sales of Investments

Purchases and sales of investments, other than short-term obligations, aggregated $106,281,328 and $148,659,116, respectively, for the year ended October 31, 2009.

4Federal Income Tax Basis of Investments

The cost and unrealized appreciation (depreciation) of investments of the Portfolio at October 31, 2009, as determined on a federal income tax basis, were as follows:

Aggregate cost	$	161,449,158
Gross unrealized appreciation	$	37,346,147
Gross unrealized depreciation		(6,428,372	)
Net unrealized appreciation	$	30,917,775

The net unrealized appreciation on foreign currency at October 31, 2009 on federal income tax basis was $60,780.

5Line of Credit

The Portfolio participates with other portfolios and funds managed by EVM and its affiliates in a $450��million unsecured line of credit agreement with a group of banks. Borrowings are made by the Portfolio solely to facilitate the handling of unusual and/or unanticipated short-term cash requirements. Interest is charged to the Portfolio based on its borrowings at an amount above either the Eurodollar rate or Federal Funds rate. In addition, a fee computed at an annual rate of 0.10% on the daily unused portion of the line of credit is allocated among the participating portfolios and funds at the end of each quarter. The Portfolio did not have any significant borrowings or allocated fees during the year ended October 31, 2009.

6Risks Associated with Foreign Investments

Investing in securities issued by companies whose principal business activities are outside the United States may involve significant risks not present in domestic investments. For example, there is generally less publicly available information about foreign companies, particularly those not subject to the disclosure and reporting requirements of the U.S. securities laws. Certain foreign issuers are generally not bound by uniform accounting, auditing, and financial reporting requirements and standards of practice comparable to those applicable to domestic issuers. Investments in foreign securities also involve the risk of possible adverse changes in investment or exchange control regulations, expropriation or confiscatory taxation, limitation on the removal of funds or other assets of the Portfolio, political or financial instability or diplomatic and other developments which could affect such investments. Foreign securities markets, while growing in volume and sophistication, are generally not as developed as those in the United States, and securities of some foreign issuers (particularly those located in developing countries) may be less liquid and more volatile than securities of comparable U.S. companies. In general, there is less overall governmental supervision and regulation of foreign securities markets, broker-dealers and issuers than in the United States.

7Fair Value Measurements

The Portfolio adopted FASB Statement of Financial Accounting Standards No. 157 (FAS 157), “Fair Value Measurements”, (currently FASB Accounting Standards Codification (ASC) 820-10), effective November 1, 2008. Such standard established a three-tier hierarchy to prioritize the assumptions, referred to as inputs, used in valuation techniques to measure fair value. The three-tier hierarchy of inputs is summarized in the three broad levels listed below.

•  Level 1 – quoted prices in active markets for identical investments

•  Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

•  Level 3 – significant unobservable inputs (including a fund’s own assumptions in determining the fair value of investments)

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

At October 31, 2009, the inputs used in valuing the Portfolio’s investments, which are carried at value, were as follows:

26

Tax-Managed International Equity Portfolioas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

	Quoted
	Priced in
	Active		Significant
	Markets for		Other			Significant
	Identical		Observable			Unobservable
	Assets		Inputs			Inputs
Asset Description	(Level 1)		(Level 2)			(Level 3)		Total
Common Stocks
Consumer Discretionary	$	4,739,698	$	9,398,753		$	—	$	14,138,451
Consumer Staples		7,724,037		16,026,994			—		23,751,031
Energy		11,990,009		8,324,391			—		20,314,400
Financials		—		50,730,057			—		50,730,057
Health Care		5,987,803		8,162,883			—		14,150,686
Industrials		2,425,577		16,897,333			—		19,322,910
Information Technology		944,230		8,218,730			—		9,162,960
Materials		16,929,741		—			—		16,929,741
Telecommunication Services		7,226,844		8,213,204			—		15,440,048
Utilities		—		8,214,174			—		8,214,174
Total Common Stocks	$	57,967,939	$	134,186,519	*	$	—	$	192,154,458
Short-Term Investments	$	212,475	$	—		$	—	$	212,475
Total Investments	$	58,180,414	$	134,186,519		$	—	$	192,366,933

* Includes foreign equity securities whose values were adjusted to reflect market trading that occurred after the close of trading in their applicable foreign markets.

The Portfolio held no investments or other financial instruments as of October 31, 2008 whose fair value was determined using Level 3 inputs.

8Review for Subsequent Events

In connection with the preparation of the financial statements of the Portfolio as of and for the year ended October 31, 2009, events and transactions subsequent to October 31, 2009 through December 16, 2009, the date the financial statements were issued, have been evaluated by the Portfolio’s management for possible adjustment and/or disclosure. Management has not identified any subsequent events requiring financial statement disclosure as of the date these financial statements were issued.

27

Tax-Managed International Equity Portfolioas of October 31, 2009

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Trustees and Investors of
Tax-Managed International Equity Portfolio:

We have audited the accompanying statement of assets and liabilities of Tax-Managed International Equity Portfolio (the “Portfolio”), including the portfolio of investments, as of October 31, 2009, 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 five years in the period then ended. These financial statements and supplementary data are the responsibility of the Portfolio’s management. Our responsibility is to express an opinion on these financial statements and supplementary data based on our audits.

We conducted our audits in accordance with the 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. The Portfolio is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Portfolio’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of October 31, 2009, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and supplementary data referred to above present fairly, in all material respects, the financial position of Tax-Managed International Equity Portfolio as of October 31, 2009, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the supplementary data for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 16, 2009

28

Eaton Vance Tax-Managed International Equity 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 27, 2009, the Board, including a majority of the Independent Trustees, voted to approve continuation of existing advisory and sub-advisory agreements for the Eaton Vance Funds for an additional one-year period. In voting its approval, the Board relied upon the affirmative recommendation of the Contract Review Committee of the Board (formerly the Special Committee), which is a committee comprised exclusively of Independent Trustees. Prior to making its recommendation, the Contract Review Committee reviewed information furnished for a series of meetings of the Contract Review Committee held in February, March and April 2009. Such information included, among other things, the following:

Information about Fees, Performance and Expenses

•  An independent report comparing the advisory and related fees paid by each fund with fees paid by comparable funds;

•  An independent report comparing each fund’s total expense ratio and its components to comparable funds;

•  An independent report comparing the investment performance of each fund to the investment performance of comparable funds over various time periods;

•  Data regarding investment performance in comparison to relevant peer groups of funds and appropriate indices;

•  Comparative information concerning fees charged by each adviser for managing other mutual funds and institutional accounts using investment strategies and techniques similar to those used in managing the fund;

•  Profitability analyses for each adviser with respect to each fund;

Information about Portfolio Management

•  Descriptions of the investment management services provided to each fund, including the investment strategies and processes employed, and any changes in portfolio management processes and personnel;

•  Information concerning the allocation of brokerage and the benefits received by each adviser as a result of brokerage allocation, including information concerning the acquisition of research through “soft dollar” benefits received in connection with the funds’ brokerage, and the implementation of a soft dollar reimbursement program established with respect to the funds;

•  Data relating to portfolio turnover rates of each fund;

•  The procedures and processes used to determine the fair value of fund assets and actions taken to monitor and test the effectiveness of such procedures and processes;

Information about each Adviser

•  Reports detailing the financial results and condition of each adviser;

•  Descriptions of the qualifications, education and experience of the individual investment professionals whose responsibilities include portfolio management and investment research for the funds, and information relating to their compensation and responsibilities with respect to managing other mutual funds and investment accounts;

•  Copies of the Codes of Ethics of each adviser and its affiliates, together with information relating to compliance with and the administration of such codes;

•  Copies of or descriptions of each adviser’s proxy voting policies and procedures;

•  Information concerning the resources devoted to compliance efforts undertaken by each adviser and its affiliates on behalf of the funds (including descriptions of various compliance programs) and their record of compliance with investment policies and restrictions, including policies with respect to market-timing, late trading and selective portfolio disclosure, and with policies on personal securities transactions;

•  Descriptions of the business continuity and disaster recovery plans of each adviser and its affiliates;

Other Relevant Information

•  Information concerning the nature, cost and character of the administrative and other non-investment management services provided by Eaton Vance Management and its affiliates;

•  Information concerning management of the relationship with the custodian, subcustodians and fund accountants by each adviser or the funds’ administrator; and

•  The terms of each advisory agreement.

29

Eaton Vance Tax-Managed International Equity 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, 2009, the Board met eighteen times and the Contract Review Committee, the Audit Committee, the Governance Committee, the Portfolio Management Committee and the Compliance Reports and Regulatory Matters Committee, each of which is a Committee comprised solely of Independent Trustees, met seven, five, six, six and six times, respectively. At such meetings, the Trustees received, among other things, presentations by the portfolio managers and other investment professionals of each adviser relating to the investment performance of each fund and the investment strategies used in pursuing the fund’s investment objective.

For funds that invest through one or more underlying portfolios, the Board considered similar information about the portfolio(s) when considering the approval of advisory agreements. In addition, in cases where the fund’s investment adviser has engaged a sub-adviser, the Board considered similar information about the sub-adviser when considering the approval of any sub-advisory agreement.

The Contract Review Committee was assisted throughout the contract review process by Goodwin Procter LLP, legal counsel for the Independent Trustees. The members of the Contract Review Committee relied upon the advice of such counsel and their own business judgment in determining the material factors to be considered in evaluating each advisory and sub-advisory agreement and the weight to be given to each such factor. The conclusions reached with respect to each advisory and sub-advisory agreement were based on a comprehensive evaluation of all the information provided and not any single factor. Moreover, each member of the Contract Review Committee may have placed varying emphasis on particular factors in reaching conclusions with respect to each advisory and sub-advisory agreement.

Results of the Process

Based on its consideration of the foregoing, and such other information as it deemed relevant, including the factors and conclusions described below, the Contract Review Committee concluded that the continuance of the investment advisory agreement of Tax-Managed International Equity Portfolio, the portfolio in which Eaton Vance Tax-Managed International Equity Fund (the “Fund”) invests, with Boston Management and Research (the “Adviser”), and the sub-advisory agreement with Eagle Global Advisors, L.L.C. (“Eagle” or the “Sub-adviser”) including the fee structure of each agreement, is in the interests of shareholders and, therefore, the Contract Review Committee recommended to the Board approval of the respective agreements. 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 the 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 and whose responsibilities include supervising the Sub-adviser. The Board specifically noted the Adviser’s in-house equity research capabilities. The Board also took into account the resources dedicated to portfolio management and other services, including the compensation paid to recruit and retain investment personnel, and the time and attention devoted to the Portfolio by senior management. With respect to the Sub-adviser, the Board took into consideration the resources available to the Sub-adviser in fulfilling its duties under the sub-advisory agreement and the Sub-adviser’s experience in managing international equity portfolios.

The Board also reviewed the compliance programs of the Adviser and relevant affiliates thereof, and of the Sub-adviser. Among other matters, the Board considered compliance and reporting matters relating to personal trading by investment personnel, selective disclosure of portfolio holdings, late trading, frequent trading, portfolio valuation, business continuity and the allocation of investment opportunities. The Board also evaluated the responses of the Adviser and its affiliates to requests from regulatory authorities such as the Securities and Exchange Commission and the Financial Industry Regulatory Authority.

The Board considered shareholder and other administrative services provided or managed by Eaton Vance Management and its affiliates, including transfer agency and accounting services. The Board evaluated the benefits to shareholders of investing in a fund that is a part of a large family of funds, including the ability, in many cases, to exchange an investment among different funds without incurring additional sales charges.

30

Eaton Vance Tax-Managed International Equity Fund

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

The Board considered the Adviser’s recommendations for Board action and other steps taken in response to the unprecedented dislocations experienced in the capital markets over recent periods, including sustained periods of high volatility, credit disruption and government intervention. In particular, the Board considered the Adviser’s efforts and expertise with respect to each of the following matters as they relate to the Fund and/or other funds within the Eaton Vance family of funds: (i) negotiating and maintaining the availability of bank loan facilities and other sources of credit used for investment purposes or to satisfy liquidity needs; (ii) establishing the fair value of securities and other instruments held in investment portfolios during periods of market volatility and issuer-specific disruptions; and (iii) the ongoing monitoring of investment management processes and risk controls.

After consideration of the foregoing factors, among others, the Board concluded that the nature, extent and quality of services provided by the Adviser and Sub-adviser, taken as a whole, are appropriate and consistent with the terms of the investment advisory agreement and sub-advisory agreement, respectively.

Fund Performance

The Board compared the Fund’s investment performance to a relevant universe of similarly managed funds identified by an independent data provider and appropriate benchmark indices. The Board reviewed comparative performance data for the one-, three-, five- and ten-year periods ended September 30, 2008 for the Fund. The Board concluded that the performance of the Fund was satisfactory.

Management Fees and Expenses

The Board reviewed contractual investment advisory fee rates, including any administrative fee rates, payable by the Portfolio and the Fund (referred to as “management fees”). As part of its review, the Board considered the management fees and the Fund’s total expense ratio for the year ended September 30, 2008, as compared to a group of similarly managed funds selected by an independent data provider.

After reviewing the foregoing information, and in light of the nature, extent and quality of the services provided by the Adviser, the Board concluded that the management fees charged for advisory and related services and the Fund’s total expense ratio are reasonable.

Profitability

The Board reviewed the level of profits realized by the Adviser and relevant affiliates thereof in providing investment advisory and administrative services to the 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. The Board also concluded that, in light of its role as a sub-adviser not affiliated with the Adviser, the Sub-adviser’s profitability in managing the Portfolio was not a material factor.

The Board concluded that, in light of the foregoing factors and the nature, extent and quality of the services rendered, the profits realized by the Adviser and its affiliates are reasonable.

Economies of Scale

In reviewing management fees and profitability, the Board also considered the extent to which the Adviser and its affiliates, on the one hand, and the Fund, on the other hand, can expect to realize benefits from economies of scale as the assets of the Fund and 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.

31

Eaton Vance Tax-Managed International Equity Fund

MANAGEMENT AND ORGANIZATION

Fund Management. The Trustees of Eaton Vance Mutual Funds Trust (the Trust) and Tax-Managed International Equity 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 Two International Place, Boston, Massachusetts 02110. 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, “Eagle” refers to Eagle Global Advisors, L.L.C., “EVD” refers to Eaton Vance Distributors, Inc., and “Parametric” refers to Parametric Portfolio Associates 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 EVC. Each officer affiliated with Eaton Vance may hold a position with other Eaton Vance affiliates that is comparable to his or her position with EVM listed below.

	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
Thomas E. Faust Jr. 5/31/58	Trustee and President of the Trust	Trustee since 2007 and President of the Trust since 2002	Chairman, Chief Executive Officer and President of EVC, Director and President of EV, Chief Executive Officer and President of EVM and BMR, and Director of EVD. Trustee and/or officer of 176 registered investment companies and 4 private investment companies managed by EVM or BMR. Mr. Faust is an interested person because of his positions with EVM, BMR, EVD, EVC and EV, which are affiliates of the Trust and Portfolio.		176	Director of EVC
Noninterested Trustees
Benjamin C. Esty 1/2/63	Trustee	Since 2005	Roy and Elizabeth Simmons Professor of Business Administration and Finance Unit Head, Harvard University Graduate School of Business Administration.		176	None
Allen R. Freedman 4/3/40	Trustee	Since 2007	Former Chairman (2002-2004) and a Director (1983-2004) of Systems & Computer Technology Corp. (provider of software to higher education). Formerly, a Director of Loring Ward International (fund distributor) (2005-2007). Formerly, Chairman and a Director of Indus International, Inc. (provider of enterprise management software to the power generating industry) (2005-2007).		176	Director of Assurant, Inc. (insurance provider) and Stonemor Partners, L.P. (owner and operator of cemeteries)
William H. Park 9/19/47	Trustee	Since 2003	Vice Chairman, Commercial Industrial Finance Corp. (specialty finance company) (since 2006). Formerly, President and Chief Executive Officer, Prizm Capital Management, LLC (investment management firm) (2002-2005).		176	None
Ronald A. Pearlman 7/10/40	Trustee	Since 2003	Professor of Law, Georgetown University Law Center.		176	None
Helen Frame Peters 3/22/48	Trustee	Since 2008	Professor of Finance, Carroll School of Management, Boston College. Adjunct Professor of Finance, Peking University, Beijing, China (since 2005).		176	Director of BJ’s Wholesale Club, Inc. (wholesale club retailer)
Heidi L. Steiger 7/8/53	Trustee	Since 2007	Managing Partner, Topridge Associates LLC (global wealth management firm) (since 2008); Senior Advisor (since 2008), President (2005-2008), Lowenhaupt Global Advisors, LLC (global wealth management firm). Formerly, President and Contributing Editor, Worth Magazine (2004-2005). Formerly, Executive Vice President and Global Head of Private Asset Management (and various other positions), Neuberger Berman (investment firm) (1986-2004).		176	Director of Nuclear Electric Insurance Ltd. (nuclear insurance provider), Aviva USA (insurance provider) and CIFG (family of financial guaranty companies) and Advisory Director of Berkshire Capital Securities LLC (private investment banking firm)

32

Eaton Vance Tax-Managed International Equity Fund

MANAGEMENT AND ORGANIZATION CONT’D

	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
Noninterested Trustees (continued)
Lynn A. Stout 9/14/57	Trustee	Since 1998	Paul Hastings Professor of Corporate and Securities Law (since 2006) and Professor of Law (2001-2006), University of California at Los Angeles School of Law.		176	None
Ralph F. Verni 1/26/43	Chairman of the Board and Trustee	Chairman of the Board since 2007 and Trustee since 2005	Consultant and private investor		176	None

Principal Officers who are not Trustees

	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
William H. Ahern, Jr. 7/28/59	Vice President of the Trust	Since 1995	Vice President of EVM and BMR. Officer of 76 registered investment companies managed by EVM or BMR.
Edward R. Allen, III 7/5/60	Vice President of the Portfolio	Since 2004	Senior Partner of Eagle. Officer of 3 registered investment companies managed by EVM or BMR.
John R. Baur 2/10/70	Vice President of the Trust	Since 2008	Vice President of EVM and BMR. Previously, attended Johnson Graduate School of Management, Cornell University (2002-2005), and prior thereto he was an Account Team Representative in Singapore for Applied Materials, Inc. Officer of 35 registered investment companies managed by EVM or BMR.
Michael A. Cirami 12/24/75	Vice President of the Trust	Since 2008	Vice President of EVM and BMR. Officer of 35 registered investment companies managed by EVM or BMR.
Cynthia J. Clemson 3/2/63	Vice President of the Trust	Since 2005	Vice President of EVM and BMR. Officer of 92 registered investment companies managed by EVM or BMR.
Charles B. Gaffney 12/4/72	Vice President of the Trust	Since 2007	Director of Equity Research and a Vice President of EVM and BMR. Officer of 32 registered investment companies managed by EVM or BMR.
Thomas N. Hunt, III 11/6/64	Vice President of the Portfolio	Since 2004	Senior Partner at Eagle. Officer of 3 registered investment companies managed by EVM or BMR.
Christine M. Johnston 11/9/72	Vice President of the Trust	Since 2007	Vice President of EVM and BMR. Officer of 37 registered investment companies managed by EVM or BMR.
Aamer Khan 6/7/60	Vice President of the Trust	Since 2005	Vice President of EVM and BMR. Officer of 35 registered investment companies managed by EVM or BMR.
Thomas H. Luster 4/8/62	Vice President of the Trust	Since 2006	Vice President of EVM and BMR. Officer of 54 registered investment companies managed by EVM or BMR.
Robert B. MacIntosh 1/22/57	Vice President of the Trust	Since 1998	Vice President of EVM and BMR. Officer of 91 registered investment companies managed by EVM or BMR.
Jeffrey A. Rawlins 10/6/61	Vice President of the Trust	Since 2009	Vice President of EVM and BMR. Previously, a Managing Director of the Fixed Income Group at State Street Research and Management (1989-2005). Officer of 31 registered investment companies managed by EVM or BMR.
Duncan W. Richardson 10/26/57	Vice President of the Trust and President of the Portfolio	Vice President of the Trust since 2001 and President of the Portfolio since 2002	Director of EVC and Executive Vice President and Chief Equity Investment Officer of EVC, EVM and BMR. Officer 82 registered investment companies managed by EVM or BMR.

33

Eaton Vance Tax-Managed International Equity Fund

MANAGEMENT AND ORGANIZATION CONT’D

	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
Principal Officers who are not Trustees (continued)
Judith A. Saryan 8/21/54	Vice President of the Trust	Since 2003	Vice President of EVM and BMR. Officer of 51 registered investment companies managed by EVM or BMR.
Susan Schiff 3/13/61	Vice President of the Trust	Since 2002	Vice President of EVM and BMR. Officer of 37 registered investment companies managed by EVM or BMR.
Thomas Seto 9/27/62	Vice President of the Trust	Since 2007	Vice President and Director of Portfolio Management of Parametric. Officer of 32 registered investment companies managed by EVM or BMR.
David M. Stein 5/4/51	Vice President of the Trust	Since 2007	Managing Director and Chief Investment Officer of Parametric. Officer of 32 registered investment companies managed by EVM or BMR.
Dan R. Strelow 5/27/59	Vice President of the Trust	Since 2009	Vice President of EVM and BMR since 2005. Previously, a Managing Director (since 1988) and Chief Investment Officer (since 2001) of the Fixed Income Group at State Street Research and Management. Officer of 31 registered investment companies managed by EVM or BMR.
Mark S. Venezia 5/23/49	Vice President of the Trust	Since 2007	Vice President of EVM and BMR. Officer of 38 registered investment companies managed by EVM or BMR.
Adam A. Weigold 3/22/75	Vice President of the Trust	Since 2007	Vice President of EVM and BMR. Officer of 69 registered investment companies managed by EVM or BMR.
Barbara E. Campbell 6/19/57	Treasurer	Treasurer of the Trust since 2005 and of the Portfolio since 2008	Vice President of EVM and BMR. Officer of 176 registered investment companies managed by EVM or BMR.
Maureen A. Gemma 5/24/60	Secretary and Chief Legal Officer	Secretary since 2007 and Chief Legal Officer since 2008	Vice President of EVM and BMR. Officer of 176 registered investment companies managed by EVM or BMR.
Paul M. O’Neil 7/11/53	Chief Compliance Officer	Since 2004	Vice President of EVM and BMR. Officer of 176 registered investment companies managed by EVM or BMR.

(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 on Eaton Vance’s website at www.eatonvance.com or by calling 1-800-262-1122.

34

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Investment Adviser of Tax-Managed International Equity Portfolio

Boston Management and Research

Two International Place

Boston, MA 02110

Sub-Adviser of Tax-Managed International Equity Portfolio

Eagle Global Advisors, L.L.C.

5847 San Felipe, Suite 930

Houston, TX 77057

Administrator of Eaton Vance Tax-Managed International Equity Fund

Eaton Vance Management

Two International Place

Boston, MA 02110

Principal Underwriter*

Eaton Vance Distributors, Inc.

Two International Place

Boston, MA 02110

(617) 482-8260

Custodian

State Street Bank and Trust Company

200 Clarendon Street

Boston, MA 02116

Transfer Agent

PNC Global Investment Servicing

Attn: Eaton Vance Funds

P.O. Box 9653

Providence, RI 02940-9653

(800) 262-1122

Independent Registered Public Accounting Firm

Deloitte & Touche LLP

200 Berkeley Street

Boston, MA 02116-5022

Eaton Vance Tax-Managed International Equity Fund

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.

038-12/09 IGSRC

Annual Report October 31, 2009 EATON VANCE TAX-MANAGED MID-CAP CORE FUND

IMPORTANT NOTICES REGARDING PRIVACY,
DELIVERY OF SHAREHOLDER DOCUMENTS,
PORTFOLIO HOLDINGS AND PROXY VOTING

Privacy. The Eaton Vance organization is committed to ensuring your financial privacy. Each of the financial institutions identified below has in effect the following policy (Privacy Policy) with respect to nonpublic personal information about its customers:

•  Only such information received from you, through application forms or otherwise, and information about your Eaton Vance fund transactions will be collected. This may include information such as name, address, social security number, tax status, account balances and transactions.

•  None of such information about you (or former customers) will be disclosed to anyone, except as permitted by law (which includes disclosure to employees necessary to service your account). In the normal course of servicing a customer’s account, Eaton Vance may share information with unaffiliated third parties that perform various required services such as transfer agents, custodians and broker/dealers.

•  Policies and procedures (including physical, electronic and procedural safeguards) are in place that are designed to protect the confidentiality of such information.

•  We reserve the right to change our Privacy Policy at any time upon proper notification to you. Customers may want to review our Privacy Policy periodically for changes by accessing the link on our homepage: www.eatonvance.com.

Our pledge of privacy applies to the following entities within the Eaton Vance organization: the Eaton Vance Family of Funds, Eaton Vance Management, Eaton Vance Investment Counsel, Boston Management and Research, and Eaton Vance Distributors, Inc.

In addition, our Privacy Policy applies only to those Eaton Vance customers who are individuals and who have a direct relationship with us. If a customer’s account (i.e., fund shares) is held in the name of a third-party financial adviser/broker-dealer, it is likely that only such adviser’s privacy policies apply to the customer. This notice supersedes all previously issued privacy disclosures.

For more information about Eaton Vance’s Privacy Policy, please call 1-800-262-1122.

Delivery of Shareholder Documents. The Securities and Exchange Commission (the “SEC”) permits funds to deliver only one copy of shareholder documents, including prospectuses, proxy statements and shareholder reports, to fund investors with multiple accounts at the same residential or post office box address. This practice is often called “householding” and it helps eliminate duplicate mailings to shareholders.

Eaton Vance, or your financial adviser, may household the mailing of your documents indefinitely unless you instruct Eaton Vance, or your financial adviser, otherwise.

If you would prefer that your Eaton Vance documents not be householded, please contact Eaton Vance at 1-800-262-1122, or contact your financial adviser.

Your instructions that householding not apply to delivery of your Eaton Vance documents will be effective within 30 days of receipt by Eaton Vance or your financial adviser.

Portfolio Holdings. Each Eaton Vance Fund and its underlying Portfolio(s) (if applicable) will file a schedule of portfolio holdings on Form N-Q with the SEC for the first and third quarters of each fiscal year. The Form N-Q will be available on the Eaton Vance website at www.eatonvance.com, by calling Eaton Vance at 1-800-262-1122 or in the EDGAR database on the SEC’s website at www.sec.gov. Form N-Q may also be reviewed and copied at the SEC’s public reference room in Washington, D.C. (call 1-800-732-0330 for information on the operation of the public reference room).

Proxy Voting. From time to time, funds are required to vote proxies related to the securities held by the funds. The Eaton Vance Funds or their underlying Portfolios (if applicable) vote proxies according to a set of policies and procedures approved by the Funds’ and Portfolios’ Boards. You may obtain a description of these policies and procedures and information on how the Funds or Portfolios voted proxies relating to portfolio securities during the most recent 12 month period ended June 30, without charge, upon request, by calling 1-800-262-1122. This description is also available on the SEC’s website at www.sec.gov.

Eaton Vance Tax-Managed Mid-Cap Core Fund as of October 31, 2009

MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE

Economic and Market Conditions

• Although global equity markets began the fiscal year ending October 31, 2009, on a downward trajectory, stocks bounced strongly off the bottom set in early March and staged a broad-based rally that continued through the end of the 12-month period. Last fall, on the verge of a possible collapse of the global financial system, risk-averse investors reacted by streaming to the sidelines, sending stocks into a dramatic decline. By late winter, however, fiscal and monetary interventions by governments around the world began to fuel optimism that the financial crisis would end and global economic growth might resume.

William O. Bell IV, CFA
Co-Portfolio Manager

• Amid prospects for a better-than-expected 2009, investor risk appetite began to return, overcoming such lingering concerns as high consumer debt levels, rising unemployment and still-depressed home prices. Corporate profits also started showing improvement, benefiting from cost-cutting and easier earnings comparisons, which further supported the equity market’s rebound. Stocks that declined the most last fall, especially those lower-quality, cyclical issues farther out on the risk spectrum, tended to be those that recovered most quickly as the rally gained steam.

William R. Hackney, III, CFA
Co-Portfolio Manager

• From March through September 2009, the broad-based S&P 500 Index posted strong gains, with only a slight pull back in October ending a string of consecutive monthly gains. For the full one-year period that ended October 31, 2009, the S&P 500 posted a 9.80% return, while the blue-chip Dow Jones Industrial Average rose 7.76% and the technology-laden Nasdaq Composite Index soared 18.84%. The large-cap Russell 1000 Index returned 11.20%, while the small-cap Russell 2000 Index gained 6.46%. In terms of investment styles, growth stocks widely outperformed their counterparts in the value space.¹

Past performance is no guarantee of future results. Returns are historical and are calculated by determining the percentage change in net asset value or offering price (as applicable) with all distributions reinvested. Investment return and principal value will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Performance is for the stated time period only; due to market volatility, the Fund’s current performance may be lower or higher than the quoted return. For performance as of the most recent month end, please refer to www.eatonvance.com.

Management Discussion

• For the year ending October 31, 2009, each of the 10 sectors in the S&P MidCap 400 Index (the Index) registered positive absolute returns. The information technology sector posted the strongest gains, reflecting the strong balance sheets of many IT companies and the fact that the sector was an early beneficiary of an economic recovery. The consumer discretionary sector also performed well, as consumer confidence gradually improved. The financials sector was the worst-performing sector, the only one not posting a double-digit increase for the year.

• The Fund² posted positive returns for the year, although it underperformed both the Index and its Lipper peer group. The Fund’s holdings in the consumer discretionary sector detracted the most from relative returns. Although the sector performed well for the Index, stock selection in the hotels, restaurants and leisure group and diversified consumer services underperformed comparable holdings in the Index. In addition, the Fund held no stocks in

Total Return Performance
10/31/08 - 10/31/09
Class A3	17.15	%
Class B3	16.42
Class C3	16.44
S&P MidCap 400 Index1	18.18
Lipper Mid-Cap Core Funds Average1	17.52

See pages 3 and 4 for more performance information, including after-tax returns.

1	It is not possible to invest directly in an Index or a Lipper Classification. The Index’s total return does not reflect commissions or expenses that would have been incurred if an investor individually purchased or sold the securities represented in the Index. The Lipper total return is the average total return, at net asset value, of the funds that are in the same Lipper Classification as the Fund.
2	The Fund currently invests in a separately registered investment company, Tax-Managed Mid-Cap Core Portfolio, with the same objective and policies as the Fund. References to investments are to the Portfolio’s holdings.
3	These returns do not include the 5.75% maximum sales charge for Class A shares or the applicable contingent deferred sales charges (CDSC) for Class B and Class C shares. If sales charges were deducted, the returns would be lower. Absent an allocation of certain expenses to the administrator of the Fund and the sub-adviser of the Portfolio, the returns would be lower.

Fund shares are not insured by the FDIC and are not deposits or other obligations of, or guaranteed by, any depository institution. Shares are subject to investment risks, including possible loss of principal invested.

1

Eaton Vance Tax-Managed Mid-Cap Core Fund as of October 31, 2009

MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE

the internet and catalog retailing industry, the best-performing component of the consumer discretionary sector. In the industrials sector, Fund selection in machinery stocks, as well as construction & engineering restrained relative performance.

• On the positive side, the energy sector provided the greatest boost to Fund performance, with both an overweighted allocation and individual stocks contributing to returns. Financial stocks also made a significant contribution to returns, particularly Fund holdings in capital markets. The Fund’s selectivity in electric and gas utilities stocks made further contributions.

• As of October 31, 2009, the Fund’s holdings were broadly diversified across nine of the 10 economic sectors of the Index. (The Fund had no exposure to the telecommunication services sector, which represented less than 1% of the market capitalization of the Index.) In making investment decisions, the portfolio managers use a combination of growth and value disciplines, emphasizing seasoned, higher-quality companies whose stocks are considered to trade at attractive valuations relative to earnings or cash flow per share.

The views expressed throughout this report are those of the portfolio managers and are current only through the end of the period of the report as stated on the cover. These views are subject to change at any time based upon market or other conditions, and the investment adviser disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a fund are based on many factors, may not be relied on as an indication of trading intent on behalf of any Eaton Vance fund. Portfolio information provided in the report may not be representative of the Portfolio’s current or future investments and may change due to active management.

Portfolio Composition

Top 10 Holdings1
By net assets
Affiliated Managers Group, Inc.	2.9	%
IDEX Corp.	2.5
ANSYS, Inc.	2.4
National Fuel Gas Co.	2.3
AMETEK, Inc.	2.3
Mettler-Toledo International, Inc.	2.2
Health Care REIT, Inc.	2.2
Jacobs Engineering Group, Inc.	2.1
Newfield Exploration Co.	2.1
DENTSPLY International, Inc.	2.1

¹ Top 10 Holdings represented 23.1% of the Portfolio’s net assets as of 10/31/09. Excludes cash equivalents.

Sector Weightings²

By net assets

2 As a percentage of the Portfolio’s net assets as of 10/31/09. Excludes cash equivalents.

2

Eaton Vance Tax-Managed Mid-Cap Core Fund as of October 31, 2009

FUND PERFORMANCE

The line graph and table set forth below provide information about the Fund’s performance. The line graph compares the performance of Class A of the Fund with that of the S&P MidCap 400 Index, a broad-based, unmanaged index commonly used as a measure of U.S. mid-cap stock performance. The lines on the graph represent the total returns of a hypothetical investment of $10,000 in each of Class A and the S&P MidCap 400 Index. Class A total returns are presented at net asset value and maximum public offering price. The table includes the total returns of each Class of the Fund at net asset value and maximum public offering price. The performance presented below does not reflect the deduction of taxes, if any, that a shareholder would pay on distributions or redemptions of Fund shares.

Performance¹

	Class A			Class B			Class C
Share Class Symbol	EXMCX			EBMCX			ECMCX
Average Annual Total Returns (at net asset value)
One Year		17.15	%		16.42	%		16.44	%
Five Years		3.20			2.46			2.44
Life of Fund†		3.68			2.93			2.92
SEC Average Annual Total Returns (including sales charge or applicable CDSC)
One Year		10.47	%		11.42	%		15.44	%
Five Years		1.98			2.10			2.44
Life of Fund†		2.88			2.93			2.92

†

Inception Dates — Class A, Class B, and Class C: 3/4/02

1

Average Annual Total Returns do not include the 5.75% maximum sales charge for Class A shares or the applicable contingent deferred sales charge (CDSC) for Class B and Class C shares. If sales charges were deducted, the returns would be lower. SEC Average Annual Total Returns for Class A reflect the maximum 5.75% sales charge. SEC returns for Class B shares reflect the applicable CDSC based on the following schedule: 5% - 1st and 2nd years; 4% - 3rd year; 3% - 4th year; 2% - 5th year; 1% - 6th year. SEC returns for Class C reflect a 1% CDSC for the first year. Absent an allocation of certain expenses to the administrator of the Fund and the sub-adviser of the Portfolio, the returns would be lower.

Total Annual
Operating Expenses2	Class A			Class B			Class C
Gross Expense Ratio		1.66	%		2.41	%		2.41	%
Net Expense Ratio		1.60			2.35			2.35

2	Source: Prospectus dated 3/1/09. Net expense ratio reflects a contractual expense reimbursement that continues through April 30, 2010. Thereafter, the expense reimbursement may be changed or terminated at any time. Without this reimbursement, expenses would be higher.
*	Source: Lipper Inc. Class A of the Fund commenced investment operations on 3/4/02. Index returns are available only as of month end.
	A $10,000 hypothetical investment at net asset value in Class B shares and Class C shares on 3/4/02 (commencement of operations) would have been valued at $12,477 and $12,466, respectively, on 10/31/09. It is not possible to invest directly in an Index. The Index’s total return does not reflect commissions or expenses that would have been incurred if an investor individually purchased or sold the securities represented in the Index.

Past performance is no guarantee of future results. Returns are historical and are calculated by determining the percentage change in net asset value or offering price (as applicable) with all distributions reinvested. Investment return and principal value will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Performance is for the stated time period only; due to market volatility, the Fund’s current performance may be lower or higher than the quoted return. For performance as of the most recent month end, please refer to www.eatonvance.com.

3

Eaton Vance Tax-Managed Mid-Cap Core Fund as of October 31, 2009

FUND PERFORMANCE

“Return Before Taxes” does not take into consideration shareholder taxes. It is most relevant to tax-free or tax-deferred shareholder accounts. “Return After Taxes on Distributions” reflects the impact of federal income taxes due on Fund distributions of dividends and capital gains. It is most relevant to taxpaying shareholders who continue to hold their shares. “Return After Taxes on Distributions and Sale of Fund Shares” also reflects the impact of taxes on capital gain or loss realized upon a sale of shares. It is most relevant to taxpaying shareholders who sell their shares.

Average Annual Total Returns
(For the periods ended October 31, 2009)

Returns at Net Asset Value (NAV) (Class A)

	One Year			Five Years			Life of Fund
Return Before Taxes		17.15	%		3.20	%		3.68	%
Return After Taxes on Distributions		17.15			2.82			3.43
Return After Taxes on Distributions and Sale of Fund Shares		11.15			2.80			3.22

Returns at Public Offering Price (POP) (Class A)

	One Year			Five Years			Life of Fund
Return Before Taxes		10.47	%		1.98	%		2.88	%
Return After Taxes on Distributions		10.47			1.60			2.63
Return After Taxes on Distributions and Sale of Fund Shares		6.80			1.75			2.52

Average Annual Total Returns
(For the periods ended October 31, 2009)

Returns at Net Asset Value (NAV) (Class C)

	One Year			Five Years			Life of Fund
Return Before Taxes		16.44	%		2.44	%		2.92	%
Return After Taxes on Distributions		16.44			2.04			2.66
Return After Taxes on Distributions and Sale of Fund Shares		10.68			2.15			2.55

Returns at Public Offering Price (POP) (Class C)

	One Year			Five Years			Life of Fund
Return Before Taxes		15.44	%		2.44	%		2.92	%
Return After Taxes on Distributions		15.44			2.04			2.66
Return After Taxes on Distributions and Sale of Fund Shares		10.03			2.15			2.55

Average Annual Total Returns
(For the periods ended October 31, 2009)

Returns at Net Asset Value (NAV) (Class B)

	One Year			Five Years			Life of Fund
Return Before Taxes		16.42	%		2.46	%		2.93	%
Return After Taxes on Distributions		16.42			2.06			2.67
Return After Taxes on Distributions and Sale of Fund Shares		10.67			2.16			2.56

Returns at Public Offering Price (POP) (Class B)

	One Year			Five Years			Life of Fund
Return Before Taxes		11.42	%		2.10	%		2.93	%
Return After Taxes on Distributions		11.42			1.69			2.67
Return After Taxes on Distributions and Sale of Fund Shares		7.42			1.85			2.56

Class A, Class B and Class C of the Fund commenced investment operations on 3/4/02. Returns at Public Offering Price (POP) reflect the deduction of the maximum initial sales charge and applicable CDSC, while Returns at Net Asset Value (NAV) do not. Absent an allocation of certain expenses to the administrator of the Fund and the sub-adviser of the Portfolio, the returns would be lower.

After-tax returns are calculated using certain assumptions. After-tax returns are calculated using the highest historical individual federal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on a shareholder’s tax situation and the actual characterization of distributions and may differ from those shown. After-tax returns are not relevant to shareholders who hold shares in tax-deferred accounts or to shares held by non-taxable entities. Return After Taxes on Distributions for a period may be the same as Return Before Taxes for the same period because no taxable distributions were made during that period, or because the taxable portion of distributions made during the period was insignificant. Return After Taxes on Distributions and Sale of Fund Shares for a period may be greater than or equal to Return After Taxes on Distributions for the same period because of losses realized on the sale of Fund shares.

Past performance is no guarantee of future results. Returns are historical and are calculated by determining the percentage change in net asset value or offering price (as applicable) with all distributions reinvested. Investment return and principal value will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Performance is for the stated time period only; due to market volatility, the Fund’s current performance may be lower or higher than the quoted return. For performance as of the most recent month end, please refer to www.eatonvance.com.

4

Eaton Vance Tax-Managed Mid-Cap Core Fundas of October 31, 2009

FUND EXPENSES

Example: As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchases and redemption fees (if applicable); and (2) ongoing costs, including management fees; distribution or service fees; and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 2009 – October 31, 2009).

Actual Expenses: The first section of the table below provides information about actual account values and actual expenses. You may use the information in this section, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first section under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes: The second section of the table below provides information about hypothetical account values and hypothetical expenses based on the actual Fund expense ratio and an assumed rate of return of 5% per year (before expenses), which is not the actual return of the Fund. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in your Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads) or redemption fees (if applicable). Therefore, the second section of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would be higher.

Eaton Vance Tax-Managed Mid-Cap Core Fund

	Beginning Account Value		Ending Account Value		Expenses Paid During Period*
	(5/1/09)		(10/31/09)		(5/1/09 – 10/31/09)
Actual
Class A		$1,000.00		$1,151.80		$8.68	**
Class B		$1,000.00		$1,148.30		$12.72	**
Class C		$1,000.00		$1,148.40		$12.73	**
Hypothetical
(5% return per year before expenses)
Class A		$1,000.00		$1,017.10		$8.13	**
Class B		$1,000.00		$1,013.40		$11.93	**
Class C		$1,000.00		$1,013.40		$11.93	**

*

Expenses are equal to the Fund’s annualized expense ratio of 1.60% for Class A shares, 2.35% for Class B shares and 2.35% for Class C shares, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period). The Example assumes that the $1,000 was invested at the net asset value per share determined at the close of business on April 30, 2009. The Example reflects expenses of both the Fund and the Portfolio.

**

Absent an allocation of certain expenses to affiliates, the expenses would be higher.

5

Eaton Vance Tax-Managed Mid-Cap Core Fundas of October 31, 2009

FINANCIAL STATEMENTS

Statement of Assets and Liabilities

As of October 31, 2009
Assets
Investment in Tax-Managed Mid-Cap Core Portfolio, at value (identified cost, $29,801,574)	$	34,206,807
Receivable for Fund shares sold		291,005
Receivable from affiliates		12,115
Total assets	$	34,509,927
Liabilities
Payable for Fund shares redeemed	$	11,375
Payable to affiliates:
Administration fee		4,505
Distribution and service fees		13,930
Trustees’ fees		42
Accrued expenses		37,014
Total liabilities	$	66,866
Net Assets	$	34,443,061
Sources of Net Assets
Paid-in capital	$	31,717,986
Accumulated net realized loss from Portfolio		(1,639,604	)
Accumulated net investment loss		(40,554	)
Net unrealized appreciation from Portfolio		4,405,233
Total	$	34,443,061
Class A Shares
Net Assets	$	24,812,508
Shares Outstanding		2,136,275
Net Asset Value and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	11.61
Maximum Offering Price Per Share
(100 ¸ 94.25 of net asset value per share)	$	12.32
Class B Shares
Net Assets	$	3,102,215
Shares Outstanding		284,198
Net Asset Value and Offering Price Per Share*
(net assets ¸ shares of beneficial interest outstanding)	$	10.92
Class C Shares
Net Assets	$	6,528,338
Shares Outstanding		598,609
Net Asset Value and Offering Price Per Share*
(net assets ¸ shares of beneficial interest outstanding)	$	10.91

On sales of $50,000 or more, the offering price of Class A shares is reduced.

*  Redemption price per share is equal to the net asset value less any applicable contingent deferred sales charge.

Statement of Operations

For the Year Ended
October 31, 2009
Investment Income
Dividends allocated from Portfolio	$	403,753
Interest allocated from Portfolio		65
Expenses allocated from Portfolio		(249,031	)
Total investment income from Portfolio	$	154,787
Expenses
Administration fee	$	40,377
Distribution and service fees
Class A		46,061
Class B		29,207
Class C		55,798
Trustees’ fees and expenses		500
Custodian fee		12,806
Transfer and dividend disbursing agent fees		46,446
Legal and accounting services		16,946
Printing and postage		21,092
Registration fees		46,739
Miscellaneous		10,999
Total expenses	$	326,971
Deduct –
Allocation of expenses to affiliates	$	81,072
Total expense reductions	$	81,072
Net expenses	$	245,899
Net investment loss	$	(91,112	)
Realized and Unrealized Gain (Loss) from Portfolio
Net realized gain (loss) –
Investment transactions	$	(948,549	)
Capital gain distributions received		38,427
Net realized loss	$	(910,122	)
Change in unrealized appreciation (depreciation) –
Investments	$	5,278,128
Net change in unrealized appreciation (depreciation)	$	5,278,128
Net realized and unrealized gain	$	4,368,006
Net increase in net assets from operations	$	4,276,894

See notes to financial statements

6

Eaton Vance Tax-Managed Mid-Cap Core Fundas of October 31, 2009

FINANCIAL STATEMENTS CONT’D

Statements of Changes in Net Assets

Increase (Decrease)	Year Ended			Year Ended
in Net Assets	October 31, 2009			October 31, 2008
From operations –
Net investment loss	$	(91,112	)	$	(182,183	)
Net realized loss from investment transactions and capital gain distributions received		(910,122	)		(712,147	)
Net change in unrealized appreciation (depreciation) from investments		5,278,128			(10,849,356	)
Net increase (decrease) in net assets from operations	$	4,276,894		$	(11,743,686	)
Distributions to shareholders –
From net realized gain
Class A	$	—		$	(1,631,947	)
Class B		—			(403,944	)
Class C		—			(596,306	)
Total distributions to shareholders	$	—		$	(2,632,197	)
Transactions in shares of beneficial interest –
Proceeds from sale of shares
Class A	$	11,645,974		$	4,078,939
Class B		425,147			195,836
Class C		1,849,222			894,312
Net asset value of shares issued to shareholders in payment of distributions declared
Class A		—			1,437,508
Class B		—			369,556
Class C		—			492,053
Cost of shares redeemed
Class A		(6,358,841	)		(4,805,013	)
Class B		(667,020	)		(856,013	)
Class C		(1,513,454	)		(1,736,810	)
Net asset value of shares exchanged
Class A		354,651			276,499
Class B		(354,651	)		(276,499	)
Net increase in net assets from Fund share transactions	$	5,381,028		$	70,368
Net increase (decrease) in net assets	$	9,657,922		$	(14,305,515	)
Net Assets
At beginning of year	$	24,785,139		$	39,090,654
At end of year	$	34,443,061		$	24,785,139
Accumulated net investment loss included in net assets
At end of year	$	(40,554	)	$	—

See notes to financial statements

7

Eaton Vance Tax-Managed Mid-Cap Core Fundas of October 31, 2009

FINANCIAL STATEMENTS CONT’D

Financial Highlights

	Class A
	Year Ended October 31,
	2009			2008			2007			2006			2005
Net asset value – Beginning of year	$	9.910		$	15.400		$	13.890		$	12.360		$	11.270
Income (Loss) From Operations
Net investment loss(1)	$	(0.012	)	$	(0.035	)	$	(0.049	)	$	(0.067	)	$	(0.108	)
Net realized and unrealized gain (loss)		1.712			(4.430	)		2.299			1.663			1.198
Total income (loss) from operations	$	1.700		$	(4.465	)	$	2.250		$	1.596		$	1.090
Less Distributions
From net realized gain	$	—		$	(1.025	)	$	(0.740	)	$	(0.066	)	$	—
Total distributions	$	—		$	(1.025	)	$	(0.740	)	$	(0.066	)	$	—
Net asset value – End of year	$	11.610		$	9.910		$	15.400		$	13.890		$	12.360
Total Return(2)		17.15	%		(31.02	)%		16.93	%		12.96	%		9.67	%
Ratios/Supplemental Data
Net assets, end of year (000’s omitted)	$	24,813		$	16,196		$	24,406		$	17,718		$	13,761
Ratios (as a percentage of average daily net assets):
Expenses(3)(4)		1.60	%		1.60	%		1.64	%		1.70	%		1.70	%
Net investment loss		(0.11	)%		(0.26	)%		(0.34	)%		(0.50	)%		(0.89	)%
Portfolio Turnover of the Portfolio		42	%		40	%		38	%		55	%		53	%

(1)	Computed using average shares outstanding.
(2)	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.
(3)	Includes the Fund’s share of the Portfolio’s allocated expenses.
(4)	The investment adviser of the Portfolio waived a portion of its investment adviser fee and the administrator of the Fund subsidized certain operating expenses (equal to 0.31%, 0.06%, 0.07%, 0.07% and 0.16% of average daily net assets for the years ended October 31, 2009, 2008, 2007, 2006 and 2005, respectively). A portion of the waiver and subsidy was borne by the sub-adviser of the Portfolio. Absent this waiver and subsidy, total return would be lower.

See notes to financial statements

8

Eaton Vance Tax-Managed Mid-Cap Core Fundas of October 31, 2009

FINANCIAL STATEMENTS CONT’D

Financial Highlights

		Class B
	��
		Year Ended October 31,
		2009			2008			2007			2006			2005
Net asset value – Beginning of year		$	9.380		$	14.740		$	13.420		$	12.030		$	11.050
Income (Loss) From Operations
Net investment loss(1)		$	(0.075	)	$	(0.127	)	$	(0.151	)	$	(0.161	)	$	(0.194	)
Net realized and unrealized gain (loss)			1.615			(4.208	)		2.211			1.617			1.174
Total income (loss) from operations		$	1.540		$	(4.335	)	$	2.060		$	1.456		$	0.980
Less Distributions
From net realized gain		$	—		$	(1.025	)	$	(0.740	)	$	(0.066	)	$	—
Total distributions		$	—		$	(1.025	)	$	(0.740	)	$	(0.066	)	$	—
Net asset value – End of year		$	10.920		$	9.380		$	14.740		$	13.420		$	12.030
Total Return(2)			16.42	%		(31.56	)%		16.07	%		12.15	%		8.87	%
Ratios/Supplemental Data
Net assets, end of year (000’s omitted)		$	3,102		$	3,316		$	5,950		$	6,577		$	6,436
Ratios (as a percentage of average daily net assets):
Expenses(3)(4)			2.35	%		2.35	%		2.39	%		2.45	%		2.45	%
Net investment loss			(0.80	)%		(1.01	)%		(1.08	)%		(1.25	)%		(1.64	)%
Portfolio Turnover of the Portfolio			42	%		40	%		38	%		55	%		53	%

(1)	Computed using average shares outstanding.
(2)	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.
(3)	Includes the Fund’s share of the Portfolio’s allocated expenses.
(4)	The investment adviser of the Portfolio waived a portion of its investment adviser fee and the administrator of the Fund subsidized certain operating expenses (equal to 0.31%, 0.06%, 0.07%, 0.07% and 0.16% of average daily net assets for the years ended October 31, 2009, 2008, 2007, 2006 and 2005, respectively). A portion of the waiver and subsidy was borne by the sub-adviser of the Portfolio. Absent this waiver and subsidy, total return would be lower.

See notes to financial statements

9

Eaton Vance Tax-Managed Mid-Cap Core Fundas of October 31, 2009

FINANCIAL STATEMENTS CONT’D

Financial Highlights

	Class C
	Year Ended October 31,
	2009			2008			2007			2006			2005
Net asset value – Beginning of year	$	9.370		$	14.740		$	13.420		$	12.030		$	11.050
Income (Loss) From Operations
Net investment loss(1)	$	(0.080	)	$	(0.127	)	$	(0.151	)	$	(0.161	)	$	(0.194	)
Net realized and unrealized gain (loss)		1.620			(4.218	)		2.211			1.617			1.174
Total income (loss) from operations	$	1.540		$	(4.345	)	$	2.060		$	1.456		$	0.980
Less Distributions
From net realized gain	$	—		$	(1.025	)	$	(0.740	)	$	(0.066	)	$	—
Total distributions	$	—		$	(1.025	)	$	(0.740	)	$	(0.066	)	$	—
Net asset value – End of year	$	10.910		$	9.370		$	14.740		$	13.420		$	12.030
Total Return(2)		16.44	%		(31.63	)%		16.07	%		12.15	%		8.87	%
Ratios/Supplemental Data
Net assets, end of year (000’s omitted)	$	6,528		$	5,273		$	8,735		$	7,051		$	6,027
Ratios (as a percentage of average daily net assets):
Expenses(3)(4)		2.35	%		2.35	%		2.39	%		2.45	%		2.45	%
Net investment loss		(0.84	)%		(1.02	)%		(1.08	)%		(1.25	)%		(1.64	)%
Portfolio Turnover of the Portfolio		42	%		40	%		38	%		55	%		53	%

(1)	Computed using average shares outstanding.
(2)	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.
(3)	Includes the Fund’s share of the Portfolio’s allocated expenses.
(4)	The investment adviser of the Portfolio waived a portion of its investment adviser fee and the administrator of the Fund subsidized certain operating expenses (equal to 0.31%, 0.06%, 0.07%, 0.07% and 0.16% of average daily net assets for the years ended October 31, 2009, 2008, 2007, 2006 and 2005, respectively). A portion of the waiver and subsidy was borne by the sub-adviser of the Portfolio. Absent this waiver and subsidy, total return would be lower.

See notes to financial statements

10

Eaton Vance Tax-Managed Mid-Cap Core Fundas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS

1Significant Accounting Policies

Eaton Vance Tax-Managed Mid-Cap Core Fund (the Fund) is a diversified series of Eaton Vance Mutual Funds Trust (the Trust). The Trust is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company. The Fund offers three classes of shares. Class A shares are generally sold subject to a sales charge imposed at time of purchase. Class B and Class C shares are sold at net asset value and are generally subject to a contingent deferred sales charge (see Note 5). Class B shares automatically convert to Class A shares eight years after their purchase as described in the Fund’s prospectus. Each class represents a pro-rata interest in the Fund, but votes separately on class-specific matters and (as noted below) is subject to different expenses. Realized and unrealized gains and losses and net investment income and losses, other than class-specific expenses, are allocated daily to each class of shares based on the relative net assets of each class to the total net assets of the Fund. Each class of shares differs in its distribution plan and certain other class-specific expenses. The Fund invests all of its investable assets in interests in Tax-Managed Mid-Cap Core Portfolio (the Portfolio), a New York trust, having the same investment objective and policies as the Fund. The value of the Fund’s investment in the Portfolio reflects the Fund’s proportionate interest in the net assets of the Portfolio (49.2% at October 31, 2009). The performance of the Fund is directly affected by the performance of the Portfolio. The financial statements of the Portfolio, including the portfolio of investments, are included elsewhere in this report and should be read in conjunction with the Fund’s financial statements.

The following is a summary of significant accounting policies of the Fund. The policies are in conformity with accounting principles generally accepted in the United States of America. A source of authoritative accounting principles applied in the preparation of the Fund’s financial statements is the Financial Accounting Standards Board (FASB) Accounting Standards Codification (the Codification), which superseded existing non-Securities and Exchange Commission accounting and reporting standards for interim and annual reporting periods ending after September 15, 2009. The adoption of the Codification for the current reporting period did not impact the Fund’s application of generally accepted accounting principles.

AInvestment Valuation — Valuation of securities by the Portfolio is discussed in Note 1A of the Portfolio’s Notes to Financial Statements, which are included elsewhere in this report.

BIncome — The Fund’s net investment income or loss consists of the Fund’s pro-rata share of the net investment income or loss of the Portfolio, less all actual and accrued expenses of the Fund.

CFederal Taxes — The Fund’s policy is to comply with the provisions of the Internal Revenue Code applicable to regulated investment companies and to distribute to shareholders each year substantially all of its net investment income, and all or substantially all of its net realized capital gains. Accordingly, no provision for federal income or excise tax is necessary.

At October 31, 2009, the Fund, for federal income tax purposes, had a capital loss carryforward of $1,631,301 which will reduce its taxable income arising from future net realized gains on investment transactions, if any, to the extent permitted by the Internal Revenue Code, and thus will reduce the amount of distributions to shareholders, which would otherwise be necessary to relieve the Fund of any liability for federal income or excise tax. Such capital loss carryforward will expire on October 31, 2016 ($702,607) and October 31, 2017 ($928,694).

As of October 31, 2009, the Fund had no uncertain tax positions that would require financial statement recognition, de-recognition, or disclosure. Each of the Fund’s federal tax returns filed in the 3-year period ended October 31, 2009 remains subject to examination by the Internal Revenue Service.

DExpenses — The majority of expenses of the Trust are directly identifiable to an individual fund. Expenses which are not readily identifiable to a specific fund are allocated taking into consideration, among other things, the nature and type of expense and the relative size of the funds.

EExpense Reduction — State Street Bank and Trust Company (SSBT) serves as custodian of the Fund. Pursuant to the custodian agreement, SSBT receives a fee reduced by credits, which are determined based on the average daily cash balance the Fund maintains with SSBT. All credit balances, if any, used to reduce the Fund’s custodian fees are reported as a reduction of expenses in the Statement of Operations.

FUse 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.

11

Eaton Vance Tax-Managed Mid-Cap Core Fundas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

GIndemnifications — Under the Trust’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 Fund, and shareholders are indemnified against personal liability for the obligations of the Trust. Additionally, in the normal course of business, the Fund enters into agreements with service providers that may contain indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred.

HOther — Investment transactions are accounted for on a trade date basis. Dividends to shareholders are recorded on the ex-dividend date.

2Distributions to Shareholders

It is the present policy of the Fund to make at least one distribution annually (normally in December) of all or substantially all of its net investment income and to distribute annually all or substantially all of its net realized capital gains (reduced by available capital loss carryforwards from prior years, if any). Distributions are declared separately for each class of shares. Shareholders may reinvest income and capital gain distributions in additional shares of the same class of the Fund at the net asset value as of the ex-dividend date or, at the election of the shareholder, receive distributions in cash. The Fund distinguishes between distributions on a tax basis and a financial reporting basis. Accounting principles generally accepted in the United States of America require that only distributions in excess of tax basis earnings and profits be reported in the financial statements as a return of capital. Permanent differences between book and tax accounting relating to distributions are reclassified to paid-in capital. For tax purposes, distributions from short-term capital gains are considered to be from ordinary income.

The tax character of distributions declared for the years ended October 31, 2009 and October 31, 2008 was as follows:

	Year Ended October 31,
	2009		2008
Distributions declared from:
Long-term capital gains	$	—	$	2,632,197

During the year ended October 31, 2009, accumulated net realized loss was decreased by $13,700, accumulated net investment loss was decreased by $50,558 and paid-in capital was decreased by $64,258 due to differences between book and tax accounting, primarily for net operating losses and distributions from real estate investment trusts (REITs). These reclassifications had no effect on the net assets or net asset value per share of the Fund.

As of October 31, 2009, the components of distributable earnings (accumulated losses) and unrealized appreciation (depreciation) on a tax basis were as follows:

Capital loss carryforward	$	(1,631,301	)
Net unrealized appreciation	$	4,356,376

The differences between components of distributable earnings (accumulated losses) on a tax basis and the amounts reflected in the Statement of Assets and Liabilities are primarily due to wash sales, partnership allocations and distributions from REITs.

3Transactions with Affiliates

The administration fee is earned by Eaton Vance Management (EVM) as compensation for administrative services rendered to the Fund. The fee is computed at an annual rate of 0.15% of the Fund’s average daily net assets. For the year ended October 31, 2009, the administration fee amounted to $40,377. EVM and the sub-adviser of the Portfolio, Atlanta Capital Management Company LLC (Atlanta Capital), have agreed to reimburse the Fund’s operating expenses to the extent that they exceed 1.60% annually of the Fund’s average daily net assets for Class A and 2.35% annually of the Fund’s average daily net assets for Class B and Class C. This agreement may be changed or terminated after April 30, 2010. Pursuant to this agreement, EVM and Atlanta Capital were allocated $25,335 and $55,737, respectively, of the Fund’s operating expenses for the year ended October 31, 2009. The Portfolio has engaged Boston Management and Research (BMR), a subsidiary of EVM, to render investment advisory services. See Note 2 of the Portfolio’s Notes to Financial Statements which are included elsewhere in this report.

EVM serves as the sub-transfer agent of the Fund and receives from the transfer agent an aggregate fee based upon the actual expenses incurred by EVM in the performance of these services. For the year ended October 31, 2009, EVM earned $2,687 in sub-transfer agent fees. The Fund was informed that Eaton Vance Distributors, Inc. (EVD), an affiliate of EVM and the Fund’s principal underwriter, received $7,381 as its portion of the sales charge on sales of Class A shares for the year ended October 31, 2009. EVD also received distribution and service fees from Class A, Class B and Class C shares (see Note 4) and contingent deferred sales charges (see Note 5).

Except for Trustees of the Fund and the Portfolio who are not members of EVM’s or BMR’s organizations, officers and Trustees receive remuneration for their services to the

12

Eaton Vance Tax-Managed Mid-Cap Core Fundas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

Fund out of the investment adviser fee. Certain officers and Trustees of the Fund and the Portfolio are officers of the above organizations.

4Distribution Plans

The Fund has in effect a distribution plan for Class A shares (Class A Plan) pursuant to Rule 12b-1 under the 1940 Act. The Class A Plan provides that the Fund will pay EVD a distribution and service fee of 0.25% per annum of its average daily net assets attributable to Class A shares for distribution services and facilities provided to the Fund by EVD, as well as for personal services and/or the maintenance of shareholder accounts. Distribution and service fees paid or accrued to EVD for the year ended October 31, 2009 amounted to $46,061 for Class A shares.

The Fund also has in effect distribution plans for Class B shares (Class B Plan) and Class C shares (Class C Plan) pursuant to Rule 12b-1 under the 1940 Act. The Class B and Class C Plans require the Fund to pay EVD amounts equal to 0.75% per annum of its average daily net assets attributable to Class B and Class C shares for providing ongoing distribution services and facilities to the Fund. The Fund will automatically discontinue payments to EVD during any period in which there are no outstanding Uncovered Distribution Charges, which are equivalent to the sum of (i) 6.25% of the aggregate amount received by the Fund for Class B and Class C shares sold, plus (ii) interest calculated by applying the rate of 1% over the prevailing prime rate to the outstanding balance of Uncovered Distribution Charges of EVD of each respective class, reduced by the aggregate amount of contingent deferred sales charges (see Note 5) and amounts theretofore paid or payable to EVD by each respective class. For the year ended October 31, 2009, the Fund paid or accrued to EVD $21,905 and $41,849 for Class B and Class C shares, respectively, representing 0.75% of the average daily net assets of Class B and Class C shares. At October 31, 2009, the amounts of Uncovered Distribution Charges of EVD calculated under the Class B and Class C Plans were approximately $45,000 and $525,000, respectively.

The Class B and Class C Plans also authorize the Fund to make payments of service fees to EVD, financial intermediaries and other persons in amounts not exceeding 0.25% per annum of its average daily net assets attributable to that class. Service fees paid or accrued are for personal services and/or the maintenance of shareholder accounts. They are separate and distinct from the sales commissions and distribution fees payable to EVD and, as such, are not subject to automatic discontinuance when there are no outstanding Uncovered Distribution Charges of EVD. Service fees paid or accrued for the year ended October 31, 2009 amounted to $7,302 and $13,949 for Class B and Class C shares, respectively.

5Contingent Deferred Sales Charges

A contingent deferred sales charge (CDSC) generally is imposed on redemptions of Class B shares made within six years of purchase and on redemptions of Class C shares made within one year of purchase. Class A shares may be subject to a 1% CDSC if redeemed within 18 months of purchase (depending on the circumstances of purchase). Generally, the CDSC is based upon the lower of the net asset value at date of redemption or date of purchase. No charge is levied on shares acquired by reinvestment of dividends or capital gain distributions. The CDSC for Class B shares is imposed at declining rates that begin at 5% in the case of redemptions in the first and second year after purchase, declining one percentage point each subsequent year. Class C shares are subject to a 1% CDSC if redeemed within one year of purchase. No CDSC is levied on shares which have been sold to EVM or its affiliates or to their respective employees or clients and may be waived under certain other limited conditions. CDSCs received on Class B and Class C redemptions are paid to EVD to reduce the amount of Uncovered Distribution Charges calculated under the Fund’s Class B and Class C Plans. CDSCs received on Class B and Class C redemptions when no Uncovered Distribution Charges exist are credited to the Fund. For the year ended October 31, 2009, the Fund was informed that EVD received approximately $600, $3,000 and $500 of CDSCs paid by Class A, Class B and Class C shareholders, respectively.

6Investment Transactions

For the year ended October 31, 2009, increases and decreases in the Fund’s investment in the Portfolio aggregated $12,472,386 and $7,533,842, respectively.

7Shares of Beneficial Interest

The Fund’s Declaration of Trust permits the Trustees to issue an unlimited number of full and fractional shares of beneficial interest (without par value). Such shares may be issued in a number of different series (such as the Fund) and classes. Transactions in Fund shares were as follows:

	Year Ended October 31,
Class A	2009			2008
Sales		1,154,432			308,214
Issued to shareholders electing to receive payments of distributions in Fund shares		—			100,949
Redemptions		(690,775	)		(380,664	)
Exchange from Class B shares		37,557			21,690
Net increase		501,214			50,189

13

Eaton Vance Tax-Managed Mid-Cap Core Fundas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

	Year Ended October 31,
Class B	2009			2008
Sales		45,335			16,348
Issued to shareholders electing to receive payments of distributions in Fund shares		—			27,233
Redemptions		(74,867	)		(70,899	)
Exchange to Class A shares		(39,795	)		(22,824	)
Net decrease		(69,327	)		(50,142	)
	Year Ended October 31,
Class C	2009			2008
Sales		201,231			74,740
Issued to shareholders electing to receive payments of distributions in Fund shares		—			36,260
Redemptions		(165,286	)		(141,011	)
Net increase (decrease)		35,945			(30,011	)

8Review for Subsequent Events

In connection with the preparation of the financial statements of the Fund as of and for the year ended October 31, 2009, events and transactions subsequent to October 31, 2009 through December 14, 2009, the date the financial statements were issued, have been evaluated by the Fund’s management for possible adjustment and/or disclosure. Management has not identified any subsequent events requiring financial statement disclosure as of the date these financial statements were issued.

14

Eaton Vance Tax-Managed Mid-Cap Core Fundas of October 31, 2009

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Trustees of Eaton Vance Mutual Funds Trust and Shareholders of Eaton Vance Tax-Managed Mid-Cap Core Fund:

We have audited the accompanying statement of assets and liabilities of Eaton Vance Tax-Managed Mid-Cap Core Fund (the “Fund”) (one of the funds constituting Eaton Vance Mutual Funds Trust) as of October 31, 2009, 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 financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the 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 financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Eaton Vance Tax-Managed Mid-Cap Core Fund as of October 31, 2009, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 14, 2009

15

Tax-Managed Mid-Cap Core Portfolioas of October 31, 2009

PORTFOLIO OF INVESTMENTS

Common Stocks — 98.6%
Security	Shares		Value
Auto Components — 1.2%
BorgWarner, Inc.		28,000	$	848,960
			$	848,960
Capital Markets — 6.0%
Affiliated Managers Group, Inc.(1)		31,400	$	1,993,586
Greenhill & Co., Inc.		9,000		776,070
Jefferies Group, Inc.(1)		28,000		730,800
SEI Investments Co.		40,000		698,800
			$	4,199,256
Chemicals — 0.8%
RPM International, Inc.		31,000	$	546,220
			$	546,220
Commercial Banks — 3.0%
City National Corp.		32,000	$	1,205,440
TCF Financial Corp.		75,000		887,250
			$	2,092,690
Communications Equipment — 1.9%
F5 Networks, Inc.(1)		30,000	$	1,346,700
			$	1,346,700
Computers & Peripherals — 1.1%
Diebold, Inc.		25,000	$	756,000
			$	756,000
Construction & Engineering — 2.1%
Jacobs Engineering Group, Inc.(1)		35,000	$	1,480,150
			$	1,480,150
Construction Materials — 1.1%
Martin Marietta Materials, Inc.		9,000	$	749,880
			$	749,880
Containers & Packaging — 1.8%
Sonoco Products Co.		46,200	$	1,235,850
			$	1,235,850
Diversified Consumer Services — 2.1%
Matthews International Corp., Class A		40,000	$	1,469,200
			$	1,469,200
Diversified Financial Services — 1.1%
Leucadia National Corp.(1)		35,000	$	786,450
			$	786,450
Electric Utilities — 1.4%
DPL, Inc.		38,300	$	970,522
			$	970,522
Electrical Equipment — 2.3%
AMETEK, Inc.		45,000	$	1,570,050
			$	1,570,050
Electronic Equipment, Instruments & Components — 4.2%
Amphenol Corp., Class A		25,600	$	1,027,072
FLIR Systems, Inc.(1)		37,000		1,028,970
National Instruments Corp.		32,000		854,400
			$	2,910,442
Energy Equipment & Services — 4.0%
FMC Technologies, Inc.(1)		27,000	$	1,420,200
Oceaneering International, Inc.(1)		27,000		1,379,700
			$	2,799,900
Food & Staples Retailing — 1.0%
Ruddick Corp.		26,000	$	694,720
			$	694,720
Gas Utilities — 3.1%
AGL Resources, Inc.		16,600	$	580,336
National Fuel Gas Co.		35,000		1,586,900
			$	2,167,236
Health Care Equipment & Supplies — 5.6%
Bard (C.R.), Inc.		7,800	$	585,546
Beckman Coulter, Inc.		8,900		572,537

See notes to financial statements

16

Tax-Managed Mid-Cap Core Portfolioas of October 31, 2009

PORTFOLIO OF INVESTMENTS CONT’D

Security	Shares		Value
Health Care Equipment & Supplies (continued)
DENTSPLY International, Inc.		44,800	$	1,476,608
Varian Medical Systems, Inc.(1)		30,000		1,229,400
			$	3,864,091
Health Care Providers & Services — 1.6%
Henry Schein, Inc.(1)		21,000	$	1,109,430
			$	1,109,430
Hotels, Restaurants & Leisure — 1.1%
Sonic Corp.(1)		82,400	$	770,440
			$	770,440
Household Durables — 1.0%
Mohawk Industries, Inc.(1)		16,700	$	715,261
			$	715,261
Household Products — 1.2%
Church & Dwight Co., Inc.		14,000	$	796,320
			$	796,320
Insurance — 2.9%
HCC Insurance Holdings, Inc.		34,000	$	897,260
Markel Corp.(1)		3,500		1,129,450
			$	2,026,710
IT Services — 1.2%
Fiserv, Inc.(1)		17,800	$	816,486
			$	816,486
Life Sciences Tools & Services — 4.1%
Bio-Rad Laboratories, Inc., Class A(1)		14,000	$	1,251,460
Mettler-Toledo International, Inc.(1)		16,000		1,560,000
			$	2,811,460
Machinery — 7.7%
Bucyrus International, Inc.		10,000	$	444,200
Donaldson Co., Inc.		40,000		1,426,800
Graco, Inc.		37,000		1,018,980
IDEX Corp.		60,000		1,705,800
Valmont Industries, Inc.		10,000		722,700
			$	5,318,480
Media — 3.0%
John Wiley & Sons, Inc., Class A		30,000	$	1,056,600
Morningstar, Inc.(1)		20,000		1,020,400
			$	2,077,000
Metals & Mining — 2.7%
Cliffs Natural Resources, Inc.		20,000	$	711,400
Commercial Metals Co.		80,000		1,187,200
			$	1,898,600
Multi-Utilities — 1.8%
OGE Energy Corp.		38,300	$	1,272,326
			$	1,272,326
Multiline Retail — 1.0%
Dollar Tree, Inc.(1)		15,000	$	676,950
			$	676,950
Oil, Gas & Consumable Fuels — 3.7%
Arch Coal, Inc.		27,000	$	584,820
Denbury Resources, Inc.(1)		37,000		540,200
Newfield Exploration Co.(1)		36,000		1,476,720
			$	2,601,740
Personal Products — 1.2%
Alberto-Culver Co.		30,000	$	804,600
			$	804,600
Professional Services — 0.9%
FTI Consulting, Inc.(1)		15,000	$	612,150
			$	612,150
Real Estate Investment Trusts (REITs) — 4.1%
Health Care REIT, Inc.		35,000	$	1,552,950
Rayonier, Inc.		34,000		1,311,720
			$	2,864,670
Road & Rail — 1.5%
Landstar System, Inc.		30,000	$	1,057,200
			$	1,057,200

See notes to financial statements

17

Tax-Managed Mid-Cap Core Portfolioas of October 31, 2009

PORTFOLIO OF INVESTMENTS CONT’D

Security	Shares		Value
Semiconductors & Semiconductor Equipment — 1.6%
Microchip Technology, Inc.		46,050	$	1,103,358
			$	1,103,358
Software — 5.3%
ANSYS, Inc.(1)		41,200	$	1,671,896
Fair Isaac Corp.		37,200		756,276
Jack Henry & Associates, Inc.		55,200		1,273,464
			$	3,701,636
Specialty Retail — 3.9%
GameStop Corp., Class A(1)		45,000	$	1,093,050
O’Reilly Automotive, Inc.(1)		20,000		745,600
Ross Stores, Inc.		20,000		880,200
			$	2,718,850
Textiles, Apparel & Luxury Goods — 1.4%
Columbia Sportswear Co.		25,000	$	951,250
			$	951,250
Tobacco — 1.1%
Universal Corp., VA		19,000	$	790,210
			$	790,210
Trading Companies & Distributors — 0.8%
Fastenal Co.		17,000	$	586,500
			$	586,500
Total Common Stocks
(identified cost $58,084,580)			$	68,569,944
Total Investments — 98.6%
(identified cost $58,084,580)			$	68,569,944
Other Assets, Less Liabilities — 1.4%			$	955,629
Net Assets — 100.0%			$	69,525,573

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

(1) Non-income producing security.

See notes to financial statements

18

Tax-Managed Mid-Cap Core Portfolioas of October 31, 2009

FINANCIAL STATEMENTS

Statement of Assets and Liabilities

As of October 31, 2009
Assets
Investments, at value (identified cost, $58,084,580)	$	68,569,944
Cash		1,017,730
Dividends receivable		31,351
Total assets	$	69,619,025
Liabilities
Payable to affiliates:
Investment adviser fee	$	48,941
Trustees’ fees		253
Accrued expenses		44,258
Total liabilities	$	93,452
Net Assets applicable to investors’ interest in Portfolio	$	69,525,573
Sources of Net Assets
Net proceeds from capital contributions and withdrawals	$	59,040,209
Net unrealized appreciation		10,485,364
Total	$	69,525,573

Statement of Operations

For the Year Ended
October 31, 2009
Investment Income
Dividends	$	950,534
Interest		181
Total investment income	$	950,715
Expenses
Investment adviser fee	$	495,439
Trustees’ fees and expenses		3,082
Custodian fee		43,417
Legal and accounting services		29,418
Miscellaneous		4,358
Total expenses	$	575,714
Deduct —
Reduction of investment adviser fee	$	3,804
Total expense reductions	$	3,804
Net expenses	$	571,910
Net investment income	$	378,805
Realized and Unrealized Gain (Loss)
Net realized gain (loss) —
Investment transactions	$	(2,413,405	)
Capital gain distributions received		90,416
Net realized loss	$	(2,322,989	)
Change in unrealized appreciation (depreciation) —
Investments	$	11,180,220
Net change in unrealized appreciation (depreciation)	$	11,180,220
Net realized and unrealized gain	$	8,857,231
Net increase in net assets from operations	$	9,236,036

See notes to financial statements

19

Tax-Managed Mid-Cap Core Portfolioas of October 31, 2009

FINANCIAL STATEMENTS CONT’D

Statements of Changes in Net Assets

Increase (Decrease)	Year Ended			Year Ended
in Net Assets	October 31, 2009			October 31, 2008
From operations —
Net investment income	$	378,805		$	414,388
Net realized loss from investment transactions and capital gain distributions received		(2,322,989	)		(1,072,222	)
Net change in unrealized appreciation (depreciation) from investments		11,180,220			(30,626,771	)
Net increase (decrease) in net assets from operations	$	9,236,036		$	(31,284,605	)
Capital transactions —
Contributions	$	12,472,841		$	5,183,135
Withdrawals		(21,598,240	)		(14,648,201	)
Net decrease in net assets from capital transactions	$	(9,125,399	)	$	(9,465,066	)
Net increase (decrease) in net assets	$	110,637		$	(40,749,671	)
Net Assets
At beginning of year	$	69,414,936		$	110,164,607
At end of year	$	69,525,573		$	69,414,936

See notes to financial statements

20

Tax-Managed Mid-Cap Core Portfolioas of October 31, 2009

FINANCIAL STATEMENTS CONT’D

Supplementary Data

	Year Ended October 31,
	2009			2008			2007			2006			2005
Ratios/Supplemental Data
Ratios (as a percentage of average daily net assets):
Expenses(1)		0.93	%		0.90	%		0.90	%		0.91	%		0.91	%
Net investment income (loss)		0.61	%		0.44	%		0.41	%		0.29	%		(0.11	)%
Portfolio Turnover		42	%		40	%		38	%		55	%		53	%
Total Return		17.93	%		(30.51	)%		17.79	%		13.85	%		10.54	%
Net assets, end of year (000’s omitted)	$	69,526		$	69,415		$	110,165		$	97,877		$	76,091

(1) The investment adviser waived a portion of its investment adviser fee (equal to 0.01% of average daily net assets for the years ended October 31, 2009 and 2008, and less than 0.01% of average daily net assets for each of the years ended October 31, 2007, 2006 and 2005). A portion of the waiver was borne by the sub-adviser. Absent this waiver, total return would be lower.

See notes to financial statements

21

Tax-Managed Mid-Cap Core Portfolioas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS

1Significant Accounting Policies

Tax-Managed Mid-Cap Core Portfolio (the Portfolio) is a New York trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as a diversified, open-end management investment company. The Portfolio’s investment objective is to 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 October 31, 2009, Eaton Vance Tax-Managed Mid-Cap Core Fund and Eaton Vance Tax-Managed Equity Asset Allocation Fund held an interest of 49.2% and 50.8%, 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 source of authoritative accounting principles applied in the preparation of the Portfolio’s financial statements is the Financial Accounting Standards Board (FASB) Accounting Standards Codification (the Codification), which superseded existing non-Securities and Exchange Commission accounting and reporting standards for interim and annual reporting periods ending after September 15, 2009. The adoption of the Codification for the current reporting period did not impact the Portfolio’s application of generally accepted accounting principles.

AInvestment 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.

BInvestment 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.

CIncome — 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.

DFederal 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 October 31, 2009, the Portfolio had no uncertain tax positions that would require financial statement recognition, de-recognition, or disclosure. Each of the Portfolio’s federal tax returns filed in the 3-year period ended October 31, 2009 remains subject to examination by the Internal Revenue Service.

EExpense Reduction — State Street Bank and Trust Company (SSBT) serves as custodian of the Portfolio. Pursuant to the custodian agreement, SSBT receives a fee

22

Tax-Managed Mid-Cap Core Portfolioas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

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.

FUse 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.

GIndemnifications — 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.

2Investment 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 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 year ended October 31, 2009, the investment adviser fee was 0.80% of the Portfolio’s average daily net assets and amounted to $495,439. 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 year ended October 31, 2009, BMR waived $3,804 of its investment adviser fee. Atlanta Capital, in turn, waived $3,804 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 year ended October 31, 2009, no significant amounts have been deferred. Certain officers and Trustees of the Portfolio are officers of the above organizations.

3Purchases and Sales of Investments

Purchases and sales of investments, other than short-term obligations, aggregated $25,547,093 and $34,202,672, respectively, for the year ended October 31, 2009.

4Federal Income Tax Basis of Investments

The cost and unrealized appreciation (depreciation) of investments of the Portfolio at October 31, 2009, as determined on a federal income tax basis, were as follows:

Aggregate cost	$	58,188,262
Gross unrealized appreciation	$	12,121,623
Gross unrealized depreciation		(1,739,941	)
Net unrealized appreciation	$	10,381,682

5Line of Credit

The Portfolio participates with other portfolios and funds managed by EVM and its affiliates in a $450 million unsecured line of credit agreement with a group of banks. Borrowings are made by the Portfolio solely to facilitate the handling of unusual and/or unanticipated short-term cash requirements. Interest is charged to the Portfolio based on its borrowings at an amount above either the Eurodollar rate or Federal Funds rate. In addition, a fee computed at an annual rate of 0.10% on the daily unused portion of the line of credit is allocated among the participating portfolios and funds at the end of each quarter. The Portfolio did not have any significant borrowings or allocated fees during the year ended October 31, 2009.

6Fair Value Measurements

The Portfolio adopted FASB Statement of Financial Accounting Standards No. 157 (FAS 157), “Fair Value Measurements”, (currently FASB Accounting Standards Codification (ASC) 820-10), effective November 1, 2008.

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Tax-Managed Mid-Cap Core Portfolioas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

Such standard established a three-tier hierarchy to prioritize the assumptions, referred to as inputs, used in valuation techniques to measure fair value. The three-tier hierarchy of inputs is summarized in the three broad levels listed below.

•  Level 1 – quoted prices in active markets for identical investments

•  Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

•  Level 3 – significant unobservable inputs (including a fund’s own assumptions in determining the fair value of investments)

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

At October 31, 2009, the inputs used in valuing the Portfolio’s investments, which are carried at value, were as follows:

	Quoted
	Prices in
	Active		Significant
	Markets for		Other		Significant
	Identical		Observable		Unobservable
	Assets		Inputs		Inputs
Asset Description	(Level 1)		(Level 2)		(Level 3)		Total
Common Stocks	$	68,569,944	$	—	$	—	$	68,569,944
Total Investments	$	68,569,944	$	—	$	—	$	68,569,944

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, 2008 whose fair value was determined using Level 3 inputs.

7Review for Subsequent Events

In connection with the preparation of the financial statements of the Portfolio as of and for the year ended October 31, 2009, events and transactions subsequent to October 31, 2009 through December 14, 2009, the date the financial statements were issued, have been evaluated by the Portfolio’s management for possible adjustment and/or disclosure. Management has not identified any subsequent events requiring financial statement disclosure as of the date these financial statements were issued.

24

Tax-Managed Mid-Cap Core Portfolioas of October 31, 2009

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Trustees and Investors of
Tax-Managed Mid-Cap Core Portfolio:

We have audited the accompanying statement of assets and liabilities of Tax-Managed Mid-Cap Core Portfolio (the “Portfolio”), including the portfolio of investments, as of October 31, 2009, 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 five years in the period then ended. These financial statements and supplementary data are the responsibility of the Portfolio’s management. Our responsibility is to express an opinion on these financial statements and supplementary data based on our audits.

We conducted our audits in accordance with the 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. The Portfolio is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Portfolio’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of October 31, 2009, by correspondence with the custodian. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and supplementary data referred to above present fairly, in all material respects, the financial position of Tax-Managed Mid-Cap Core Portfolio as of October 31, 2009, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the supplementary data for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 14, 2009

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Eaton Vance Tax-Managed Mid-Cap Core Fund

BOARD OF TRUSTEES’ ANNUAL APPROVAL OF INVESTMENT ADVISORY AGREEMENTS

Overview of the Contract Review Process

The Investment Company Act of 1940, as amended (the “1940 Act”), provides, in substance, that each investment advisory agreement between a fund and its investment adviser will continue in effect from year to year only if its continuance is approved at least annually by the fund’s board of trustees, including by a vote of a majority of the trustees who are not “interested persons” of the fund (“Independent Trustees”), cast in person at a meeting called for the purpose of considering such approval.

At a meeting of the Boards of Trustees (each a “Board”) of the Eaton Vance group of mutual funds (the “Eaton Vance Funds”) held on April 27, 2009, the Board, including a majority of the Independent Trustees, voted to approve continuation of existing advisory and sub-advisory agreements for the Eaton Vance Funds for an additional one-year period. In voting its approval, the Board relied upon the affirmative recommendation of the Contract Review Committee of the Board (formerly the Special Committee), which is a committee comprised exclusively of Independent Trustees. Prior to making its recommendation, the Contract Review Committee reviewed information furnished for a series of meetings of the Contract Review Committee held in February, March and April 2009. Such information included, among other things, the following:

Information about Fees, Performance and Expenses

•  An independent report comparing the advisory and related fees paid by each fund with fees paid by comparable funds;

•  An independent report comparing each fund’s total expense ratio and its components to comparable funds;

•  An independent report comparing the investment performance of each fund to the investment performance of comparable funds over various time periods;

•  Data regarding investment performance in comparison to relevant peer groups of funds and appropriate indices;

•  Comparative information concerning fees charged by each adviser for managing other mutual funds and institutional accounts using investment strategies and techniques similar to those used in managing the fund;

•  Profitability analyses for each adviser with respect to each fund;

Information about Portfolio Management

•  Descriptions of the investment management services provided to each fund, including the investment strategies and processes employed, and any changes in portfolio management processes and personnel;

•  Information concerning the allocation of brokerage and the benefits received by each adviser as a result of brokerage allocation, including information concerning the acquisition of research through “soft dollar” benefits received in connection with the funds’ brokerage, and the implementation of a soft dollar reimbursement program established with respect to the funds;

•  Data relating to portfolio turnover rates of each fund;

•  The procedures and processes used to determine the fair value of fund assets and actions taken to monitor and test the effectiveness of such procedures and processes;

Information about each Adviser

•  Reports detailing the financial results and condition of each adviser;

•  Descriptions of the qualifications, education and experience of the individual investment professionals whose responsibilities include portfolio management and investment research for the funds, and information relating to their compensation and responsibilities with respect to managing other mutual funds and investment accounts;

•  Copies of the Codes of Ethics of each adviser and its affiliates, together with information relating to compliance with and the administration of such codes;

•  Copies of or descriptions of each adviser’s proxy voting policies and procedures;

•  Information concerning the resources devoted to compliance efforts undertaken by each adviser and its affiliates on behalf of the funds (including descriptions of various compliance programs) and their record of compliance with investment policies and restrictions, including policies with respect to market-timing, late trading and selective portfolio disclosure, and with policies on personal securities transactions;

•  Descriptions of the business continuity and disaster recovery plans of each adviser and its affiliates;

Other Relevant Information

•  Information concerning the nature, cost and character of the administrative and other non-investment management services provided by Eaton Vance Management and its affiliates;

•  Information concerning management of the relationship with the custodian, subcustodians and fund accountants by each adviser or the funds’ administrator; and

•  The terms of each advisory agreement.

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Eaton Vance Tax-Managed Mid-Cap Core Fund

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

In addition to the information identified above, the Contract Review Committee considered information provided from time to time by each adviser throughout the year at meetings of the Board and its committees. Over the course of the twelve-month period ended April 30, 2009, the Board met eighteen times and the Contract Review Committee, the Audit Committee, the Governance Committee, the Portfolio Management Committee and the Compliance Reports and Regulatory Matters Committee, each of which is a Committee comprised solely of Independent Trustees, met seven, five, six, six and six times, respectively. At such meetings, the Trustees received, among other things, presentations by the portfolio managers and other investment professionals of each adviser relating to the investment performance of each fund and the investment strategies used in pursuing the fund’s investment objective.

For funds that invest through one or more underlying portfolios, the Board considered similar information about the portfolio(s) when considering the approval of advisory agreements. In addition, in cases where the fund’s investment adviser has engaged a sub-adviser, the Board considered similar information about the sub-adviser when considering the approval of any sub-advisory agreement.

The Contract Review Committee was assisted throughout the contract review process by Goodwin Procter LLP, legal counsel for the Independent Trustees. The members of the Contract Review Committee relied upon the advice of such counsel and their own business judgment in determining the material factors to be considered in evaluating each advisory and sub-advisory agreement and the weight to be given to each such factor. The conclusions reached with respect to each advisory and sub-advisory agreement were based on a comprehensive evaluation of all the information provided and not any single factor. Moreover, each member of the Contract Review Committee may have placed varying emphasis on particular factors in reaching conclusions with respect to each advisory and sub-advisory agreement.

Results of the Process

Based on its consideration of the foregoing, and such other information as it deemed relevant, including the factors and conclusions described below, the Contract Review Committee concluded that the continuance of the investment advisory agreement of 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 the fee structure of each agreement, is in the interests of shareholders and, therefore, the Contract Review Committee recommended to the Board approval of the respective agreements. 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 agreements 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 and whose responsibilities include supervising the Sub-adviser. The Board specifically noted the Adviser’s in-house equity research capabilities. The Board also took into account the resources dedicated to portfolio management and other services, including the compensation paid to recruit and retain investment personnel, and the time and attention devoted to the Portfolio by senior management. 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, including the Sub-adviser. Among other matters, the Board considered compliance and reporting matters relating to personal trading by investment personnel, selective disclosure of portfolio holdings, late trading, frequent trading, portfolio valuation, business continuity and the allocation of investment opportunities. The Board also evaluated the responses of the Adviser and its affiliates to requests from regulatory authorities such as the Securities and Exchange Commission and the Financial Industry Regulatory Authority.

The Board also 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.

27

Eaton Vance Tax-Managed Mid-Cap Core Fund

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

The Board considered the Adviser’s recommendations for Board action and other steps taken in response to the unprecedented dislocations experienced in the capital markets over recent periods, including sustained periods of high volatility, credit disruption and government intervention. In particular, the Board considered the Adviser’s efforts and expertise with respect to each of the following matters as they relate to the Fund and/or other funds within the Eaton Vance family of funds: (i) negotiating and maintaining the availability of bank loan facilities and other sources of credit used for investment purposes or to satisfy liquidity needs; (ii) establishing the fair value of securities and other instruments held in investment portfolios during periods of market volatility and issuer-specific disruptions; and (iii) the ongoing monitoring of investment management processes and risk controls.

After consideration of the foregoing factors, among others, the Board concluded that the nature, extent and quality of services provided by the Adviser and Sub-adviser, taken as a whole, are appropriate and consistent with the terms of the investment advisory agreement and sub-advisory agreement, respectively.

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, 2008 for the Fund. The Board concluded that the performance of the Fund was satisfactory.

Management Fees and Expenses

The Board reviewed contractual investment advisory fee rates, including any administrative fee rates, payable by the Portfolio and the Fund (referred to collectively as “management fees”). As part of its review, the Board considered the management fees (including administrative fees) and the Fund’s total expense ratio for the year ended September 30, 2008, as compared to a group of similarly managed funds selected by an independent data provider. The Board considered the fact that the Administrator waived fees and/or paid expenses for the Fund.

After reviewing the foregoing information, and in light of the nature, extent and quality of the services provided by the Adviser, the Board concluded that the management fees charged for advisory and related services and the Fund’s total expense ratio are reasonable.

Profitability

The Board reviewed the level of profits realized by the Adviser and relevant affiliates thereof, including the Sub-adviser, in providing investment advisory and administrative services to the Portfolio, the Fund and to all Eaton Vance Funds as a group. The Board considered the level of profits realized without regard to revenue sharing or other payments by the Adviser and its affiliates to third parties in respect of distribution services. The Board also considered other direct or indirect benefits received by the Adviser and its affiliates in connection with its relationship with the Portfolio and the Fund, including the benefits of research services that may be available to the Adviser or Sub-adviser as a result of securities transactions effected for the Portfolio and other advisory clients.

The Board concluded that, in light of the foregoing factors and the nature, extent and quality of the services rendered, the profits realized by the Adviser and its affiliates, 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, 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

MANAGEMENT AND ORGANIZATION

Fund Management. The Trustees of Eaton Vance Mutual Funds Trust (the Trust) and Tax-Managed Mid-Cap Core 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 Two International Place, Boston, Massachusetts 02110. 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, “Parametric” refers to Parametric Portfolio Associates LLC, “Atlanta Capital” refers to Atlanta Capital Management Company, LLC and “EVD” refers to Eaton Vance Distributors, Inc. EVC and EV are the corporate parent and trustee, respectively, of EVM and BMR. EVD is the Fund’s principal underwriter, the Portfolio’s placement agent and a wholly-owned subsidiary of EVC. Each officer affiliated with Eaton Vance may hold a position with other Eaton Vance affiliates that is comparable to his or her position with EVM listed below.

	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
Thomas E. Faust Jr. 5/31/58	Trustee and President of the Trust and Vice President of the Portfolio	Trustee since 2007, President of the Trust since 2002 and Vice President of the Portfolio since 2001	Chairman, Chief Executive Officer and President of EVC, Director and President of EV, Chief Executive Officer and President of EVM and BMR, and Director of EVD. Trustee and/or officer of 176 registered investment companies and 4 private investment companies managed by EVM or BMR. Mr. Faust is an interested person because of his positions with EVM, BMR, EVD, EVC and EV, which are affiliates of the Trust and Portfolio.		176	Director of EVC
Noninterested Trustees
Benjamin C. Esty 1/2/63	Trustee	Since 2005	Roy and Elizabeth Simmons Professor of Business Administration and Finance Unit Head, Harvard University Graduate School of Business Administration.		176	None
Allen R. Freedman 4/3/40	Trustee	Since 2007	Former Chairman (2002-2004) and a Director (1983-2004) of Systems & Computer Technology Corp. (provider of software to higher education). Formerly, a Director of Loring Ward International (fund distributor) (2005-2007). Formerly, Chairman and a Director of Indus International, Inc. (provider of enterprise management software to the power generating industry) (2005-2007).		176	Director of Assurant, Inc. (insurance provider) and Stonemor Partners, L.P. (owner and operator of cemeteries)
William H. Park 9/19/47	Trustee	Since 2003	Vice Chairman, Commercial Industrial Finance Corp. (specialty finance company) (since 2006). Formerly, President and Chief Executive Officer, Prizm Capital Management, LLC (investment management firm) (2002-2005).		176	None
Ronald A. Pearlman 7/10/40	Trustee	Since 2003	Professor of Law, Georgetown University Law Center.		176	None
Helen Frame Peters 3/22/48	Trustee	Since 2008	Professor of Finance, Carroll School of Management, Boston College. Adjunct Professor of Finance, Peking University, Beijing, China (since 2005).		176	Director of BJ’s Wholesale Club, Inc. (wholesale club retailer)
Heidi L. Steiger 7/8/53	Trustee	Since 2007	Managing Partner, Topridge Associates LLC (global wealth management firm) (since 2008); Senior Advisor (since 2008), President (2005-2008), Lowenhaupt Global Advisors, LLC (global wealth management firm). Formerly, President and Contributing Editor, Worth Magazine (2004-2005). Formerly, Executive Vice President and Global Head of Private Asset Management (and various other positions), Neuberger Berman (investment firm) (1986-2004).		176	Director of Nuclear Electric Insurance Ltd. (nuclear insurance provider), Aviva USA (insurance provider) and CIFG (family of financial guaranty companies) and Advisory Director of Berkshire Capital Securities LLC (private investment banking firm)

29

Eaton Vance Tax-Managed Mid-Cap Core Fund

MANAGEMENT AND ORGANIZATION CONT’D

	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
Noninterested Trustees (continued)
Lynn A. Stout 9/14/57	Trustee	Of the Trust since 1998 and of the Portfolio since 2001	Paul Hastings Professor of Corporate and Securities Law (since 2006) and Professor of Law (2001-2006), University of California at Los Angeles School of Law.		176	None
Ralph F. Verni 1/26/43	Chairman of the Board and Trustee	Chairman of the Board since 2007 and Trustee since 2005	Consultant and private investor.		176	None

Principal Officers who are not Trustees

	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
William H. Ahern, Jr. 7/28/59	Vice President of the Trust	Since 1995	Vice President of EVM and BMR. Officer of 76 registered investment companies managed by EVM or BMR.
John R. Baur 2/10/70	Vice President of the Trust	Since 2008	Vice President of EVM and BMR. Previously, attended Johnson Graduate School of Management, Cornell University (2002-2005), and prior thereto he was an Account Team Representative in Singapore for Applied Materials, Inc. Officer of 35 registered investment companies managed by EVM or BMR.
William O. Bell, IV 7/26/73	Vice President of the Portfolio	Since 2005	Vice President of Atlanta Capital. Officer of 2 registered investment companies managed by EVM or BMR.
Michael A. Cirami 12/24/75	Vice President of the Trust	Since 2008	Vice President of EVM and BMR. Officer of 35 registered investment companies managed by EVM or BMR.
Cynthia J. Clemson 3/2/63	Vice President of the Trust	Since 2005	Vice President of EVM and BMR. Officer of 92 registered investment companies managed by EVM or BMR.
Charles B. Gaffney 12/4/72	Vice President of the Trust	Since 2007	Director of Equity Research and a Vice President of EVM and BMR. Officer of 32 registered investment companies managed by EVM or BMR.
William R. Hackney, III 4/12/48	Vice President of the Portfolio	Since 2001	Managing Partner and member of the Executive Committee of Atlanta Capital. Officer of 2 registered investment companies managed by EVM or BMR.
Christine M. Johnston 11/9/72	Vice President of the Trust	Since 2007	Vice President of EVM and BMR. Officer of 37 registered investment companies managed by EVM or BMR.
Aamer Khan 6/7/60	Vice President of the Trust	Since 2005	Vice President of EVM and BMR. Officer of 35 registered investment companies managed by EVM or BMR.
Thomas H. Luster 4/8/62	Vice President of the Trust	Since 2006	Vice President of EVM and BMR. Officer of 54 registered investment companies managed by EVM or BMR.
Robert B. MacIntosh 1/22/57	Vice President of the Trust	Since 1998	Vice President of EVM and BMR. Officer of 91 registered investment companies managed by EVM or BMR.
Jeffrey A. Rawlins 10/6/61	Vice President of the Trust	Since 2009	Vice President of EVM and BMR. Previously, a Managing Director of the Fixed Income Group at State Street Research and Management (1989-2005). Officer of 31 registered investment companies managed by EVM or BMR.
Duncan W. Richardson 10/26/57	Vice President of the Trust and President of the Portfolio	Vice President of the Trust since 2001 and President of the Portfolio since 2007	Director of EVC and Executive Vice President and Chief Equity Investment Officer of EVC, EVM and BMR. Officer of 82 registered investment companies managed by EVM or BMR.

30

Eaton Vance Tax-Managed Mid-Cap Core Fund

MANAGEMENT AND ORGANIZATION CONT’D

	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
Principal Officers who are not Trustees (continued)
Judith A. Saryan 8/21/54	Vice President of the Trust	Since 2003	Vice President of EVM and BMR. Officer of 51 registered investment companies managed by EVM or BMR.
Susan Schiff 3/13/61	Vice President of the Trust	Since 2002	Vice President of EVM and BMR. Officer of 37 registered investment companies managed by EVM or BMR.
Thomas Seto 9/27/62	Vice President of the Trust	Since 2007	Vice President and Director of Portfolio Management of Parametric. Officer of 32 registered investment companies managed by EVM or BMR.
David M. Stein 5/4/51	Vice President of the Trust	Since 2007	Managing Director and Chief Investment Officer of Parametric. Officer of 32 registered investment companies managed by EVM or BMR.
Dan R. Strelow 5/27/59	Vice President of the Trust	Since 2009	Vice President of EVM and BMR since 2005. Previously, a Managing Director (since 1988) and Chief Investment Officer (since 2001) of the Fixed Income Group at State Street Research and Management. Officer of 31 registered investment companies managed by EVM or BMR.
Mark S. Venezia 5/23/49	Vice President of the Trust	Since 2007	Vice President of EVM and BMR. Officer of 38 registered investment companies managed by EVM or BMR.
Adam A. Weigold 3/22/75	Vice President of the Trust	Since 2007	Vice President of EVM and BMR. Officer of 69 registered investment companies managed by EVM or BMR.
Barbara E. Campbell 6/19/57	Treasurer	Treasurer of the Trust since 2005 and of the Portfolio since 2008	Vice President of EVM and BMR. Officer of 176 registered investment companies managed by EVM or BMR.
Maureen A. Gemma 5/24/60	Secretary and Chief Legal Officer	Secretary since 2007 and Chief Legal Officer since 2008	Vice President of EVM and BMR. Officer of 176 registered investment companies managed by EVM or BMR.
Paul M. O’Neil 7/11/53	Chief Compliance Officer	Since 2004	Vice President of EVM and BMR. Officer of 176 registered investment companies managed by EVM or BMR.

(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 on Eaton Vance’s website at www.eatonvance.com or by calling 1-800-262-1122.

31

This Page Intentionally Left Blank

Investment Adviser of Tax-Managed Mid-Cap Core Portfolio
Boston Management and Research

Two International Place

Boston, MA 02110

Sub-Adviser of Tax-Managed Mid-Cap Core Portfolio
Atlanta Capital Management Company, LLC

1349 West Peachtree Street

Suite 1600

Atlanta, GA 30309

Administrator of Eaton Vance Tax-Managed Mid-Cap Core Fund
Eaton Vance Management

Two International Place

Boston, MA 02110

Principal Underwriter*

Eaton Vance Distributors, Inc.

Two International Place

Boston, MA 02110

(617) 482-8260

Custodian

State Street Bank and Trust Company

200 Clarendon Street

Boston, MA 02116

Transfer Agent

PNC Global Investment Servicing

Attn: Eaton Vance Funds

P.O. Box 9653

Providence, RI 02940-9653

(800) 262-1122

Independent Registered Public Accounting Firm

Deloitte & Touche LLP

200 Berkeley Street

Boston, MA 02116-5022

Eaton Vance Tax-Managed Mid-Cap Core Fund

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.

1301-12/09 TMMCCSRC

IMPORTANT NOTICES REGARDING PRIVACY,
DELIVERY OF SHAREHOLDER DOCUMENTS,
PORTFOLIO HOLDINGS AND PROXY VOTING

Privacy. The Eaton Vance organization is committed to ensuring your financial privacy. Each of the financial institutions identified below has in effect the following policy (Privacy Policy) with respect to nonpublic personal information about its customers:

•  Only such information received from you, through application forms or otherwise, and information about your Eaton Vance fund transactions will be collected. This may include information such as name, address, social security number, tax status, account balances and transactions.

•  None of such information about you (or former customers) will be disclosed to anyone, except as permitted by law (which includes disclosure to employees necessary to service your account). In the normal course of servicing a customer’s account, Eaton Vance may share information with unaffiliated third parties that perform various required services such as transfer agents, custodians and broker/dealers.

•  Policies and procedures (including physical, electronic and procedural safeguards) are in place that are designed to protect the confidentiality of such information.

•  We reserve the right to change our Privacy Policy at any time upon proper notification to you. Customers may want to review our Privacy Policy periodically for changes by accessing the link on our homepage: www.eatonvance.com.

Our pledge of privacy applies to the following entities within the Eaton Vance organization: the Eaton Vance Family of Funds, Eaton Vance Management, Eaton Vance Investment Counsel, Boston Management and Research, and Eaton Vance Distributors, Inc.

In addition, our Privacy Policy applies only to those Eaton Vance customers who are individuals and who have a direct relationship with us. If a customer’s account (i.e., fund shares) is held in the name of a third-party financial adviser/broker-dealer, it is likely that only such adviser’s privacy policies apply to the customer. This notice supersedes all previously issued privacy disclosures.

For more information about Eaton Vance’s Privacy Policy, please call 1-800-262-1122.

Delivery of Shareholder Documents. The Securities and Exchange Commission (the “SEC”) permits funds to deliver only one copy of shareholder documents, including prospectuses, proxy statements and shareholder reports, to fund investors with multiple accounts at the same residential or post office box address. This practice is often called “householding” and it helps eliminate duplicate mailings to shareholders.

Eaton Vance, or your financial adviser, may household the mailing of your documents indefinitely unless you instruct Eaton Vance, or your financial adviser, otherwise.

If you would prefer that your Eaton Vance documents not be householded, please contact Eaton Vance at 1-800-262-1122, or contact your financial adviser.

Your instructions that householding not apply to delivery of your Eaton Vance documents will be effective within 30 days of receipt by Eaton Vance or your financial adviser.

Portfolio Holdings. Each Eaton Vance Fund and its underlying Portfolio(s) (if applicable) will file a schedule of portfolio holdings on Form N-Q with the SEC for the first and third quarters of each fiscal year. The Form N-Q will be available on the Eaton Vance website at www.eatonvance.com, by calling Eaton Vance at 1-800-262-1122 or in the EDGAR database on the SEC’s website at www.sec.gov. Form N-Q may also be reviewed and copied at the SEC’s public reference room in Washington, D.C. (call 1-800-732-0330 for information on the operation of the public reference room).

Proxy Voting. From time to time, funds are required to vote proxies related to the securities held by the funds. The Eaton Vance Funds or their underlying Portfolios (if applicable) vote proxies according to a set of policies and procedures approved by the Funds’ and Portfolios’ Boards. You may obtain a description of these policies and procedures and information on how the Funds or Portfolios voted proxies relating to portfolio securities during the most recent 12 month period ended June 30, without charge, upon request, by calling 1-800-262-1122. This description is also available on the SEC’s website at www.sec.gov.

Eaton Vance Tax-Managed Multi-Cap Growth Fund as of October 31, 2009

MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE

Economic and Market Conditions

Arieh Coll
Portfolio Manager

• Although global equity markets began the fiscal year ending October 31, 2009, on a downward trajectory, stocks bounced strongly off the bottom set in early March and staged a broad-based rally that continued through the end of the 12-month period. Last fall, on the verge of a possible collapse of the global financial system, risk-averse investors reacted by running to the sidelines, sending stocks into a dramatic decline. By late winter, however, fiscal and monetary interventions by governments around the world began to fuel optimism that the financial crisis would end and global economic growth might resume.

• Amid prospects for a better-than-expected 2009, investor risk appetite began to return, overcoming such lingering concerns as high consumer debt levels, rising unemployment and still-depressed home prices. Corporate profits also started showing improvement, benefiting from cost-cutting and easier earnings comparisons, which further supported the equity market’s rebound. Stocks that declined the most last fall, especially those lower-quality, cyclical issues farther out on the risk spectrum, tended to be those that recovered most quickly as the rally gained steam.

• From March through September 2009, the broad-based S&P 500 Index posted strong gains, with only a slight pull back in October ending a string of consecutive monthly gains. For the full one-year period that ended October 31, 2009, the S&P 500 posted a 9.80% return, while the blue-chip Dow Jones Industrial Average rose 7.76% and the technology-laden Nasdaq Composite Index soared 18.84%. The large-cap Russell 1000 Index returned 11.20%, while the small-cap Russell 2000 Index gained 6.46%. In terms of investment styles, growth stocks widely outperformed their counterparts in the value space.¹

• For the year that ended October 31, 2009, nine of the 10 sectors in the Russell MidCap Growth Index registered strong returns, beating most broad-based domestic indices. Driven by an increase in infrastructure spending, the materials sector posted the strongest gains. The cyclical information technology and consumer discretionary sectors also performed well, early beneficiaries of renewed optimism that the financial crisis and economy had stabilized. Telecommunication services was the only sector posting a negative absolute return, with shares of wireless services companies detracting from overall performance.

Fund shares are not insured by the FDIC and are not deposits or other obligations of, or guaranteed by, any depository institution. Shares are subject to investment risks, including possible loss of principal invested.

Management Discussion

• During the fiscal year ending October 31, 2009, the Fund² outperformed the S&P 500 Index by more than two to one, but lagged its primary benchmark, the Russell MidCap Growth Index (the Index). The Fund also outperformed its Lipper peer group, Lipper Mid-Cap Growth Funds.

• The Fund performed well, on both an absolute and relative basis during the fiscal year, with much of the performance occurring in the second half of the fiscal year. For the fiscal year as a whole, the Fund benefited from holdings in the financials sector—especially insurance, real estate and commercial banking stocks—which outperformed similar stocks in the Index. Energy was the second-best performing sector, led by strong returns in coal stocks. Finally, the materials sector outperformed, led by the chemicals industry, as did the Fund’s telecommunication services and U.S. utilities holdings.

Total Return Performance
10/31/08 – 10/31/09
Class A3	20.27	%
Class B3	19.21
Class C3	19.19
Russell MidCap Growth Index1	22.48
S&P 500 Index1	9.80
Lipper Mid-Cap Growth Funds Average1	16.74

See pages 3 and 4 for more performance information, including after-tax returns.
1	It is not possible to invest directly in an Index or a Lipper Classification. The Indices’ total returns do not reflect commissions or expenses that would have been incurred if an investor individually purchased or sold the securities represented in the Indices. The Lipper total return is the average total return, at net asset value, of the funds that are in the same Lipper Classification as the Fund.
2	The Fund currently invests in a separately registered investment company, Tax-Managed Multi-Cap Growth Portfolio, with the same objective and policies as the Fund. References to investments are to the Portfolio’s holdings.
3	These returns do not include the 5.75% maximum sales charge for Class A shares or the applicable contingent deferred sales charges (CDSC) for Class B and Class C shares. If sales charges were deducted, the returns would be lower.

Past performance is no guarantee of future results. Returns are historical and are calculated by determining the percentage change in net asset value or offering price (as applicable) with all distributions reinvested. Investment return and principal value will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Performance is for the stated time period only; due to market volatility, the Fund’s current performance may be lower or higher than the quoted return. For performance as of the most recent month end, please refer to www.eatonvance.com.

1

Eaton Vance Tax-Managed Multi-Cap Growth Fund as of October 31, 2009

MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE

• The Fund’s largest detractors were in the consumer discretionary, industrial and health care sectors. Textiles and diversified consumer stocks were the biggest laggards in the consumer discretionary sector, while construction and airline stocks hurt the most in the industrial sector. In health care, Fund selections in the biotechnology and health care provider industries underperformed.

• In selecting stocks, management seeks a select portfolio of companies that it believes will grow faster over the long term than the U.S. economy and the U.S. stock market as a whole and that are reasonably priced in relation to their fundamental value. Management uses an intensive, research-driven approach that employs fundamental analysis and considers many factors, including the potential for price appreciation, an assessment of risk and return, development of the proper mix of securities in the portfolio and seeking attractive valuations.

Lipper Quintile Rankings¹

By total return as of 10/31/09

EATON VANCE TAX-MANAGED MULTI-CAP GROWTH FUND, CLASS A

LIPPER MID-CAP GROWTH FUNDS CLASSIFICATION

Period	Quintile	Ranking
1 Year	2nd	166 of 491 funds
3 Years	1st	53 of 432 funds
5 Years	1st	37 of 358 funds

¹ Source: Lipper Inc. Rankings are based on percentage change in net asset value with all distributions reinvested and do not take sales charges into consideration. Past performance is no guarantee of future results. It is not possible to invest in a Lipper Classification.

The views expressed throughout this report are those of the portfolio manager and are current only through the end of the period of the report as stated on the cover. These views are subject to change at any time based upon market or other conditions, and the investment adviser disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a fund are based on many factors, may not be relied on as an indication of trading intent on behalf of any Eaton Vance fund. Portfolio information provided in the report may not be representative of the Portfolio’s current or future investments and may change due to active management.

Portfolio Information

Top 10 Holdings²

By net assets

GameStop Corp., Class A	2.9	%
Liberty Entertainment, Series A	2.8
Crown Castle International Corp.	2.7
Wells Fargo & Co.	2.6
Owens Corning, Inc.	2.6
NII Holdings, Inc.	2.4
Allied World Assurance Holdings, Ltd.	2.2
Shoppers Drug Mart Corp.	2.1
Discover Financial Services	2.0
Massey Energy Co.	2.0

² Top 10 Holdings represented 24.3% of the Portfolio’s net assets as of 10/31/09. Excludes cash equivalents.

Sector Weightings³

By net assets

³ As a percentage of the Portfolio’s net assets as of 10/31/09. Excludes cash equivalents.

2

Eaton Vance Tax-Managed Multi-Cap Growth Fund as of October 31, 2009

FUND PERFORMANCE

The line graph and table set forth below provide information about the Fund’s performance. The line graph compares the performance of Class A of the Fund with that of the Russell MidCap Growth Index, an unmanaged index of mid-cap growth companies, and the S&P 500 Index, a broad-based, unmanaged market index of common stocks. The lines on the graph represent the total returns of a hypothetical investment of $10,000 in each of Class A, the Russell MidCap Growth Index and the S&P 500 Index. Class A total returns are presented at net asset value and maximum public offering price. The table includes the total returns of each Class of the Fund at net asset value and maximum public offering price. The performance presented below does not reflect the deduction of taxes, if any, that a shareholder would pay on distributions or redemptions of Fund shares.

^* Source: Lipper Inc. Class A of the Fund commenced investment operations on 6/30/00.

A $10,000 hypothetical investment at net asset value in Class B shares and Class C shares on 7/10/00 (commencement of operations) would have been valued at $11,657 and $11,681, respectively, on 10/31/09. It is not possible to invest directly in an Index. The Indices’ total returns do not reflect commissions or expenses that would have been incurred if an investor individually purchased or sold the securities represented in the Indices.

Performance1	Class A			Class B			Class C
Share Class Symbol	EACPX			EBCPX			ECCPX
Average Annual Total Returns (at net asset value)
One Year		20.27	%		19.21	%		19.19	%
Five Years		4.60			3.79			3.78
Life of Fund†		2.50			1.66			1.68
SEC Average Annual Total Returns (including sales charge or applicable CDSC)
One Year		13.39	%		14.21	%		18.19	%
Five Years		3.37			3.44			3.78
Life of Fund†		1.85			1.66			1.68

†

Inception Dates – Class A: 6/30/00; Class B: 7/10/00; Class C: 7/10/00

1

Average Annual Total Returns do not include the 5.75% maximum sales charge for Class A shares or the applicable contingent deferred sales charge (CDSC) for Class B and Class C shares. If sales charges were deducted, the returns would be lower. SEC Average Annual Total Returns for Class A reflect the maximum 5.75% sales charge. SEC returns for Class B shares reflect the applicable CDSC based on the following schedule: 5% - 1st and 2nd years; 4% - 3rd year; 3% - 4th year; 2% - 5th year; 1% - 6th year. SEC returns for Class C reflect a 1% CDSC for the first year.

Total Annual
Operating Expenses2	Class A			Class B			Class C
Expense Ratio		1.39	%		2.14	%		2.14	%

² Source: Prospectus dated 3/1/09.

Past performance is no guarantee of future results. Returns are historical and are calculated by determining the percentage change in net asset value or offering price (as applicable) with all distributions reinvested. Investment return and principal value will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Performance is for the stated time period only; due to market volatility, the Fund’s current performance may be lower or higher than the quoted return. For performance as of the most recent month end, please refer to www.eatonvance.com.

3

Eaton Vance Tax-Managed Multi-Cap Growth Fund as of October 31, 2009

FUND PERFORMANCE

“Return Before Taxes” does not take into consideration shareholder taxes. It is most relevant to tax-free or tax-deferred shareholder accounts. “Return After Taxes on Distributions” reflects the impact of federal income taxes due on Fund distributions of dividends and capital gains. It is most relevant to taxpaying shareholders who continue to hold their shares. “Return After Taxes on Distributions and Sale of Fund Shares” also reflects the impact of taxes on capital gain or loss realized upon a sale of shares. It is most relevant to taxpaying shareholders who sell their shares.

Average Annual Total Returns
(For the periods ended October 31, 2009)

Returns at Net Asset Value (NAV) (Class A)

	One Year			Five Years			Life of Fund
Return Before Taxes		20.27	%		4.60	%		2.50	%
Return After Taxes on Distributions		20.27			3.90			2.13
Return After Taxes on Distributions and Sale of Fund Shares		13.18			3.96			2.16

Returns at Public Offering Price (POP) (Class A)

	One Year			Five Years			Life of Fund
Return Before Taxes		13.39	%		3.37	%		1.85	%
Return After Taxes on Distributions		13.39			2.68			1.49
Return After Taxes on Distribution and Sale of Fund Shares		8.70			2.90			1.59

Average Annual Total Returns
(For the periods ended October 31, 2009)

Returns at Net Asset Value (NAV) (Class C)

	One Year			Five Years			Life of Fund
Return Before Taxes		19.19	%		3.78	%		1.68	%
Return After Taxes on Distributions		19.19			3.08			1.31
Return After Taxes on Distributions and Sale of Fund Shares		12.47			3.28			1.46

Returns at Public Offering Price (POP) (Class C)

	One Year			Five Years			Life of Fund
Return Before Taxes		18.19	%		3.78	%		1.68	%
Return After Taxes on Distributions		18.19			3.08			1.31
Return After Taxes on Distributions and Sale of Fund Shares		11.82			3.28			1.46

Average Annual Total Returns
(For the periods ended October 31, 2009)

Returns at Net Asset Value (NAV) (Class B)

	One Year			Five Years			Life of Fund
Return Before Taxes		19.21	%		3.79	%		1.66	%
Return After Taxes on Distributions		19.21			3.09			1.29
Return After Taxes on Distributions and Sale of Fund Shares		12.49			3.28			1.44

Returns at Public Offering Price (POP) (Class B)

	One Year			Five Years			Life of Fund
Return Before Taxes		14.21	%		3.44	%		1.66	%
Return After Taxes on Distributions		14.21			2.73			1.29
Return After Taxes on Distributions and Sale of Fund Shares		9.24			2.98			1.44

Class A of the Fund commenced investment operations on 6/30/00. Class B and Class C of the Fund commenced investment operations on 7/10/00. Returns at Public Offering Price (POP) reflect the deduction of the maximum initial sales charge and applicable CDSC, while Returns at Net Asset Value (NAV) do not.

After-tax returns are calculated using certain assumptions. After-tax returns are calculated using the highest historical individual federal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on a shareholder’s tax situation and the actual characterization of distributions and may differ from those shown. After-tax returns are not relevant for shareholders who hold shares in tax-deferred accounts or to shares held by non-taxable entities. Return After Taxes on Distributions for a period may be the same as Return Before Taxes for the same period because no taxable distributions were made during that period, or because the taxable portion of distributions made during the period was insignificant. Return After Taxes on Distributions and Sale of Fund Shares for a period may be greater than or equal to Return After Taxes on Distributions for the same period because of losses realized on the sale of Fund shares.

Past performance is no guarantee of future results. Returns are historical and are calculated by determining the percentage change in net asset value or offering price (as applicable) with all distributions reinvested. Investment return and principal value will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Performance is for the stated time period only; due to market volatility, the Fund’s current performance may be lower or higher than the quoted return. For performance as of the most recent month end, please refer to www.eatonvance.com.

4

Eaton Vance Tax-Managed Multi-Cap Growth Fundas of October 31, 2009

FUND EXPENSES

Example: As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchases and redemption fees (if applicable); and (2) ongoing costs, including management fees; distribution or service fees; and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 2009 – October 31, 2009).

Actual Expenses: The first section of the table below provides information about actual account values and actual expenses. You may use the information in this section, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first section under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes: The second section of the table below provides information about hypothetical account values and hypothetical expenses based on the actual Fund expense ratio and an assumed rate of return of 5% per year (before expenses), which is not the actual return of the Fund. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in your Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads) or redemption fees (if applicable). Therefore, the second section of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would be higher.

Eaton Vance Tax-Managed Multi-Cap Growth Fund

	Beginning Account Value		Ending Account Value		Expenses Paid During Period*
	(5/1/09)		(10/31/09)		(5/1/09 – 10/31/09)
Actual
Class A		$1,000.00		$1,183.80		$8.31
Class B		$1,000.00		$1,177.60		$12.35
Class C		$1,000.00		$1,177.40		$12.40
Hypothetical
(5% return per year before expenses)
Class A		$1,000.00		$1,017.60		$7.68
Class B		$1,000.00		$1,013.90		$11.42
Class C		$1,000.00		$1,013.80		$11.47

*   Expenses are equal to the Fund’s annualized expense ratio of 1.51% for Class A shares, 2.25% for Class B shares and 2.26% for Class C shares, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period). The Example assumes that the $1,000 was invested at the net asset value per share determined at the close of business on April 30, 2009. The Example reflects the expenses of both the Fund and the Portfolio.

5

Eaton Vance Tax-Managed Multi-Cap Growth Fundas of October 31, 2009

FINANCIAL STATEMENTS

Statement of Assets and Liabilities

As of October 31, 2009
Assets
Investment in Tax-Managed Multi-Cap Growth Portfolio, at value (identified cost, $63,377,170)	$	73,569,586
Receivable for Fund shares sold		203,391
Total assets	$	73,772,977
Liabilities
Payable for Fund shares redeemed	$	278,613
Payable to affiliates:
Administration fee		10,148
Distribution and service fees		35,765
Trustees’ fees		42
Accrued expenses		60,046
Total liabilities	$	384,614
Net Assets	$	73,388,363
Sources of Net Assets
Paid-in capital	$	102,438,441
Accumulated net realized loss from Portfolio		(39,041,276	)
Accumulated net investment loss		(201,218	)
Net unrealized appreciation from Portfolio		10,192,416
Total	$	73,388,363
Class A Shares
Net Assets	$	45,868,191
Shares Outstanding		4,369,646
Net Asset Value and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	10.50
Maximum Offering Price Per Share
(100 ¸ 94.25 of net asset value per share)	$	11.14
Class B Shares
Net Assets	$	7,300,320
Shares Outstanding		754,202
Net Asset Value and Offering Price Per Share*
(net assets ¸ shares of beneficial interest outstanding)	$	9.68
Class C Shares
Net Assets	$	20,219,852
Shares Outstanding		2,086,323
Net Asset Value and Offering Price Per Share*
(net assets ¸ shares of beneficial interest outstanding)	$	9.69

On sales of $50,000 or more, the offering price of Class A shares is reduced.

*  Redemption price per share is equal to the net asset value less any applicable contingent deferred sales charge.

Statement of Operations

For the Year Ended
October 31, 2009
Investment Income
Dividends allocated from Portfolio (net of foreign taxes, $8,210)	$	640,885
Interest allocated from Portfolio		21,863
Securities lending income allocated from Portfolio, net		99,525
Expenses allocated from Portfolio		(502,988	)
Total investment income from Portfolio	$	259,285
Expenses
Administration fee	$	98,615
Distribution and service fees
Class A		101,512
Class B		80,372
Class C		171,014
Trustees’ fees and expenses		495
Custodian fee		21,449
Transfer and dividend disbursing agent fees		128,969
Legal and accounting services		20,044
Printing and postage		37,357
Registration fees		48,753
Miscellaneous		12,233
Total expenses	$	720,813
Net investment loss	$	(461,528	)
Realized and Unrealized Gain (Loss) from Portfolio
Net realized gain (loss) —
Investment transactions	$	(11,655,726	)
Foreign currency transactions		(4,953	)
Net realized loss	$	(11,660,679	)
Change in unrealized appreciation (depreciation) —
Investments	$	19,684,760
Net change in unrealized appreciation (depreciation)	$	19,684,760
Net realized and unrealized gain	$	8,024,081
Net increase in net assets from operations	$	7,562,553

See notes to financial statements

6

Eaton Vance Tax-Managed Multi-Cap Growth Fundas of October 31, 2009

FINANCIAL STATEMENTS CONT’D

Statements of Changes in Net Assets

Increase (Decrease)	Year Ended			Year Ended
in Net Assets	October 31, 2009			October 31, 2008
From operations —
Net investment loss	$	(461,528	)	$	(415,493	)
Net realized loss from investment and foreign currency transactions		(11,660,679	)		(27,514,596	)
Net change in unrealized appreciation (depreciation) from investments		19,684,760			(38,895,017	)
Net increase (decrease) in net assets from operations	$	7,562,553		$	(66,825,106	)
Distributions to shareholders —
From net investment income
Class A	$	—		$	(606,256	)
Class B		—			(91,011	)
Class C		—			(159,283	)
From net realized gain
Class A		—			(6,777,256	)
Class B		—			(2,724,125	)
Class C		—			(3,800,678	)
Total distributions to shareholders	$	—		$	(14,158,609	)
Transactions in shares of beneficial interest —
Proceeds from sale of shares
Class A	$	12,808,953		$	73,631,304
Class B		1,962,532			3,064,951
Class C		5,213,191			10,641,705
Net asset value of shares issued to shareholders in payment of distributions declared
Class A		—			6,507,868
Class B		—			2,341,547
Class C		—			3,057,193
Cost of shares redeemed
Class A		(30,509,749	)		(23,768,797	)
Class B		(2,480,901	)		(3,092,542	)
Class C		(6,307,829	)		(5,129,189	)
Net asset value of shares exchanged
Class A		3,307,278			1,541,276
Class B		(3,307,278	)		(1,541,276	)
Net increase (decrease) in net assets from Fund share transactions	$	(19,313,803	)	$	67,254,040
Net decrease in net assets	$	(11,751,250	)	$	(13,729,675	)
	Year Ended			Year Ended
Net Assets	October 31, 2009			October 31, 2008
At beginning of year	$	85,139,613		$	98,869,288
At end of year	$	73,388,363		$	85,139,613
Accumulated undistributed net investment income (loss) included in net assets
At end of year	$	(201,218	)	$	140,784

See notes to financial statements

7

Eaton Vance Tax-Managed Multi-Cap Growth Fundas of October 31, 2009

FINANCIAL STATEMENTS CONT’D

Financial Highlights

	Class A
	Year Ended October 31,
	2009			2008			2007			2006			2005
Net asset value — Beginning of year	$	8.730		$	17.990		$	12.750		$	10.850		$	10.060
Income (Loss) From Operations
Net investment income (loss)(1)	$	(0.036	)	$	(0.010	)	$	0.217	(2)	$	(0.019	)	$	(0.072	)
Net realized and unrealized gain (loss)		1.806			(6.853	)		5.276			2.144			0.862
Total income (loss) from operations	$	1.770		$	(6.863	)	$	5.493		$	2.125		$	0.790
Less Distributions
From net investment income	$	—		$	(0.197	)	$	—		$	—		$	—
From net realized gain		—			(2.200	)		(0.253	)		(0.225	)		—
Total distributions	$	—		$	(2.397	)	$	(0.253	)	$	(0.225	)	$	—
Net asset value — End of year	$	10.500		$	8.730		$	17.990		$	12.750		$	10.850
Total Return(3)		20.27	%		(43.97	)%		43.76	%		19.84	%		7.85	%
Ratios/Supplemental Data
Net assets, end of year (000’s omitted)	$	45,868		$	56,537		$	49,517		$	25,559		$	21,998
Ratios (as a percentage of average daily net assets):
Expenses(4)(5)		1.57	%		1.38	%		1.43	%		1.49	%		1.55	%
Net investment income (loss)		(0.41	)%		(0.07	)%		1.45	%(2)		(0.16	)%		(0.67	)%
Portfolio Turnover of the Portfolio		205	%		283	%		157	%		181	%		217	%

(1)	Computed using average shares outstanding.
(2)	Net investment income per share reflects special dividends allocated from the Portfolio which amounted to $0.265 per share. Excluding special dividends, the ratio of net investment income (loss) to average daily net assets would have been (0.31)%.
(3)	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.
(4)	Excludes the effect of custody fee credits, if any, of less than 0.005%.
(5)	Includes the Fund’s share of the Portfolio’s allocated expenses. The Portfolio’s adviser voluntarily waived a portion of its investment adviser fee (equal to 0.01% of average daily net assets for the year ended October 31, 2006).

See notes to financial statements

8

Eaton Vance Tax-Managed Multi-Cap Growth Fundas of October 31, 2009

FINANCIAL STATEMENTS CONT’D

Financial Highlights

	Class B
	Year Ended October 31,
	2009			2008			2007			2006			2005
Net asset value — Beginning of year	$	8.120		$	16.880		$	12.070		$	10.350		$	9.680
Income (Loss) From Operations
Net investment income (loss)(1)	$	(0.089	)	$	(0.111	)	$	0.120	(2)	$	(0.096	)	$	(0.146	)
Net realized and unrealized gain (loss)		1.649			(6.375	)		4.943			2.041			0.816
Total income (loss) from operations	$	1.560		$	(6.486	)	$	5.063		$	1.945		$	0.670
Less Distributions
From net investment income	$	—		$	(0.074	)	$	—		$	—		$	—
From net realized gain		—			(2.200	)		(0.253	)		(0.225	)		—
Total distributions	$	—		$	(2.274	)	$	(0.253	)	$	(0.225	)	$	—
Net asset value — End of year	$	9.680		$	8.120		$	16.880		$	12.070		$	10.350
Total Return(3)		19.21	%		(44.36	)%		42.64	%		19.04	%		6.92	%
Ratios/Supplemental Data
Net assets, end of year (000’s omitted)	$	7,300		$	10,119		$	20,815		$	17,797		$	18,653
Ratios (as a percentage of average daily net assets):
Expenses(4)(5)		2.33	%		2.13	%		2.19	%		2.24	%		2.30	%
Net investment income (loss)		(1.11	)%		(0.84	)%		0.86	%(2)		(0.85	)%		(1.42	)%
Portfolio Turnover of the Portfolio		205	%		283	%		157	%		181	%		217	%

(1)	Computed using average shares outstanding.
(2)	Net investment income per share reflects special dividends allocated from the Portfolio which amounted to $0.263 per share. Excluding special dividends, the ratio of net investment income (loss) to average daily net assets would have been (1.02)%.
(3)	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.
(4)	Excludes the effect of custody fee credits, if any, of less than 0.005%.
(5)	Includes the Fund’s share of the Portfolio’s allocated expenses. The Portfolio’s adviser voluntarily waived a portion of its investment adviser fee (equal to 0.01% of average daily net assets for the year ended October 31, 2006).

See notes to financial statements

9

Eaton Vance Tax-Managed Multi-Cap Growth Fundas of October 31, 2009

FINANCIAL STATEMENTS CONT’D

Financial Highlights

	Class C
	Year Ended October 31,
	2009			2008			2007			2006			2005
Net asset value — Beginning of year	$	8.130		$	16.910		$	12.090		$	10.370		$	9.700
Income (Loss) From Operations
Net investment income (loss)(1)	$	(0.100	)	$	(0.109	)	$	0.111	(2)	$	(0.100	)	$	(0.146	)
Net realized and unrealized gain (loss)		1.660			(6.379	)		4.962			2.045			0.816
Total income (loss) from operations	$	1.560		$	(6.488	)	$	5.073		$	1.945		$	0.670
Less Distributions
From net investment income	$	—		$	(0.092	)	$	—		$	—		$	—
From net realized gain		—			(2.200	)		(0.253	)		(0.225	)		—
Total distributions	$	—		$	(2.292	)	$	(0.253	)	$	(0.225	)	$	—
Net asset value — End of year	$	9.690		$	8.130		$	16.910		$	12.090		$	10.370
Total Return(3)		19.19	%		(44.33	)%		42.65	%		19.01	%		6.91	%
Ratios/Supplemental Data
Net assets, end of year (000’s omitted)	$	20,220		$	18,483		$	28,537		$	18,224		$	17,058
Ratios (as a percentage of average daily net assets):
Expenses(4)(5)		2.32	%		2.13	%		2.18	%		2.24	%		2.30	%
Net investment income (loss)		(1.21	)%		(0.83	)%		0.79	%(2)		(0.89	)%		(1.42	)%
Portfolio Turnover of the Portfolio		205	%		283	%		157	%		181	%		217	%

(1)	Computed using average shares outstanding.
(2)	Net investment income per share reflects special dividends allocated from the Portfolio which amounted to $0.260 per share. Excluding special dividends, the ratio of net investment income (loss) to average daily net assets would have been (1.05)%.
(3)	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.
(4)	Includes the Fund’s share of the Portfolio’s allocated expenses. The Portfolio’s adviser voluntarily waived a portion of its investment adviser fee (equal to 0.01% of average daily net assets for the year ended October 31, 2006).
(5)	Excludes the effect of custody fee credits, if any, of less than 0.005%.

See notes to financial statements

10

Eaton Vance Tax-Managed Multi-Cap Growth Fundas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS

1Significant Accounting Policies

Eaton Vance Tax-Managed Multi-Cap Growth Fund (the Fund) is a diversified series of Eaton Vance Mutual Funds Trust (the Trust). The Trust is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company. The Fund offers three classes of shares. Class A shares are generally sold subject to a sales charge imposed at time of purchase. Class B and Class C shares are sold at net asset value and are generally subject to a contingent deferred sales charge (see Note 5). Class B shares automatically convert to Class A shares eight years after their purchase as described in the Fund’s prospectus. Each class represents a pro-rata interest in the Fund, but votes separately on class-specific matters and (as noted below) is subject to different expenses. Realized and unrealized gains and losses and net investment income and losses, other than class-specific expenses, are allocated daily to each class of shares based on the relative net assets of each class to the total net assets of the Fund. Each class of shares differs in its distribution plan and certain other class-specific expenses. The Fund invests all of its investable assets in interests in Tax-Managed Multi-Cap Growth Portfolio (the Portfolio), a New York trust, having the same investment objective and policies as the Fund. The value of the Fund’s investment in the Portfolio reflects the Fund’s proportionate interest in the net assets of the Portfolio (57.9% at October 31, 2009). The performance of the Fund is directly affected by the performance of the Portfolio. The financial statements of the Portfolio, including the portfolio of investments, are included elsewhere in this report and should be read in conjunction with the Fund’s financial statements.

The following is a summary of significant accounting policies of the Fund. The policies are in conformity with accounting principles generally accepted in the United States of America. A source of authoritative accounting principles applied in the preparation of the Fund’s financial statements is the Financial Accounting Standards Board (FASB) Accounting Standards Codification (the Codification), which superseded existing non-Securities and Exchange Commission accounting and reporting standards for interim and annual reporting periods ending after September 15, 2009. The adoption of the Codification for the current reporting period did not impact the Fund’s application of generally accepted accounting principles.

AInvestment Valuation — Valuation of securities by the Portfolio is discussed in Note 1A of the Portfolio’s Notes to Financial Statements, which are included elsewhere in this report.

BIncome — The Fund’s net investment income or loss consists of the Fund’s pro-rata share of the net investment income or loss of the Portfolio, less all actual and accrued expenses of the Fund.

CFederal Taxes — The Fund’s policy is to comply with the provisions of the Internal Revenue Code applicable to regulated investment companies and to distribute to shareholders each year substantially all of its net investment income, and all or substantially all of its net realized capital gains. Accordingly, no provision for federal income or excise tax is necessary.

At October 31, 2009, the Fund, for federal income tax purposes, had a capital loss carryforward of $37,857,698 which will reduce its taxable income arising from future net realized gains on investment transactions, if any, to the extent permitted by the Internal Revenue Code, and thus will reduce the amount of distributions to shareholders, which would otherwise be necessary to relieve the Fund of any liability for federal income or excise tax. Such capital loss carryforward will expire on October 31, 2016 ($23,990,714) and October 31, 2017 ($13,866,984).

As of October 31, 2009, the Fund had no uncertain tax positions that would require financial statement recognition, de-recognition, or disclosure. Each of the Fund’s federal tax returns filed in the 3-year period ended October 31, 2009 remains subject to examination by the Internal Revenue Service.

DExpenses — The majority of expenses of the Trust are directly identifiable to an individual fund. Expenses which are not readily identifiable to a specific fund are allocated taking into consideration, among other things, the nature and type of expense and the relative size of the funds.

EExpense Reduction — State Street Bank and Trust Company (SSBT) serves as custodian of the Fund. Pursuant to the custodian agreement, SSBT receives a fee reduced by credits, which are determined based on the average daily cash balance the Fund maintains with SSBT. All credit balances, if any, used to reduce the Fund’s custodian fees are reported as a reduction of expenses in the Statement of Operations.

FUse 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.

11

Eaton Vance Tax-Managed Multi-Cap Growth Fundas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

GIndemnifications — Under the Trust’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 Fund, and shareholders are indemnified against personal liability for the obligations of the Trust. Additionally, in the normal course of business, the Fund enters into agreements with service providers that may contain indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred.

HOther — Investment transactions are accounted for on a trade date basis. Dividends to shareholders are recorded on the ex-dividend date.

2Distributions to Shareholders

It is the present policy of the Fund to make at least one distribution annually (normally in December) of all or substantially all of its net investment income and to distribute annually all or substantially all of its net realized capital gains (reduced by available capital loss carryforwards from prior years, if any). Distributions are declared separately for each class of shares. Shareholders may reinvest income and capital gain distributions in additional shares of the same class of the Fund at the net asset value as of the ex-dividend date or, at the election of the shareholder, receive distributions in cash. The Fund distinguishes between distributions on a tax basis and a financial reporting basis. Accounting principles generally accepted in the United States of America require that only distributions in excess of tax basis earnings and profits be reported in the financial statements as a return of capital. Permanent differences between book and tax accounting relating to distributions are reclassified to paid-in capital. For tax purposes, distributions from short-term capital gains are considered to be from ordinary income.

The tax character of distributions declared for the years ended October 31, 2009 and October 31, 2008 was as follows:

	Year Ended October 31,
	2009		2008
Distributions declared from:
Ordinary income	$	—	$	5,310,190
Long-term capital gains	$	—	$	8,848,419

During the year ended October 31, 2009, accumulated net realized loss was increased by $10,957, accumulated net investment loss was decreased by $119,526 and paid-in capital was decreased by $108,569 due to differences between book and tax accounting, primarily for net operating losses, investments in passive foreign investment companies and foreign currency gain (loss). These reclassifications had no effect on the net assets or net asset value per share of the Fund.

As of October 31, 2009, the components of distributable earnings (accumulated losses) and unrealized appreciation (depreciation) on a tax basis were as follows:

Capital loss carryforward	$	(37,857,698	)
Net unrealized appreciation	$	8,807,620

The differences between components of distributable earnings (accumulated losses) on a tax basis and the amounts reflected in the Statement of Assets and Liabilities are primarily due to wash sales, investments in partnerships and partnership allocations.

3Transactions with Affiliates

The administration fee is earned by Eaton Vance Management (EVM) as compensation for administrative services rendered to the Fund. The fee is computed at an annual rate of 0.15% of the Fund’s average daily net assets. For the year ended October 31, 2009, the administration fee amounted to $98,615. The Portfolio has engaged Boston Management and Research (BMR), a subsidiary of EVM, to render investment advisory services. See Note 2 of the Portfolio’s Notes to Financial Statements which are included elsewhere in this report. EVM serves as the sub-transfer agent of the Fund and receives from the transfer agent an aggregate fee based upon the actual expenses incurred by EVM in the performance of these services. For the year ended October 31, 2009, EVM earned $7,018 in sub-transfer agent fees. The Fund was informed that Eaton Vance Distributors, Inc. (EVD), an affiliate of EVM and the Fund’s principal underwriter, received $11,207 as its portion of the sales charge on sales of Class A shares for the year ended October 31, 2009. EVD also received distribution and service fees from Class A, Class B and Class C shares (see Note 4) and contingent deferred sales charges (see Note 5).

Except for Trustees of the Fund and the Portfolio who are not members of EVM’s or BMR’s organizations, officers and Trustees receive remuneration for their services to the Fund out of the investment adviser fee. Certain officers and Trustees of the Fund and the Portfolio are officers of the above organizations.

4Distribution Plans

The Fund has in effect a distribution plan for Class A shares (Class A Plan) pursuant to Rule 12b-1 under the 1940 Act. The Class A Plan provides that the Fund will pay EVD a distribution and service fee of 0.25% per annum of its average daily net assets attributable to Class A shares for distribution services and facilities provided to the Fund by EVD, as well as for personal services and/or the

12

Eaton Vance Tax-Managed Multi-Cap Growth Fundas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

maintenance of shareholder accounts. Distribution and service fees paid or accrued to EVD for the year ended October 31, 2009 amounted to $101,512 for Class A shares.

The Fund also has in effect distribution plans for Class B shares (Class B Plan) and Class C shares (Class C Plan) pursuant to Rule 12b-1 under the 1940 Act. The Class B and Class C Plans require the Fund to pay EVD amounts equal to 0.75% per annum of its average daily net assets attributable to Class B and Class C shares for providing ongoing distribution services and facilities to the Fund. The Fund will automatically discontinue payments to EVD during any period in which there are no outstanding Uncovered Distribution Charges, which are equivalent to the sum of (i) 6.25% of the aggregate amount received by the Fund for Class B and Class C shares sold, plus (ii) interest calculated by applying the rate of 1% over the prevailing prime rate to the outstanding balance of Uncovered Distribution Charges of EVD of each respective class, reduced by the aggregate amount of contingent deferred sales charges (see Note 5) and amounts theretofore paid or payable to EVD by each respective class. For the year ended October 31, 2009, the Fund paid or accrued to EVD $60,279 and $128,261 for Class B and Class C shares, respectively, representing 0.75% of the average daily net assets of Class B and Class C shares. At October 31, 2009, the amounts of Uncovered Distribution Charges of EVD calculated under the Class B and Class C Plans were approximately $595,000 and $1,615,000, respectively.

The Class B and Class C Plans also authorize the Fund to make payments of service fees to EVD, financial intermediaries and other persons in amounts not exceeding 0.25% per annum of its average daily net assets attributable to that class. Service fees paid or accrued are for personal services and/or the maintenance of shareholder accounts. They are separate and distinct from the sales commissions and distribution fees payable to EVD and, as such, are not subject to automatic discontinuance when there are no outstanding Uncovered Distribution Charges of EVD. Service fees paid or accrued for the year ended October 31, 2009 amounted to $20,093 and $42,753 for Class B and Class C shares, respectively.

5Contingent Deferred Sales Charges

A contingent deferred sales charge (CDSC) generally is imposed on redemptions of Class B shares made within six years of purchase and on redemptions of Class C shares made within one year of purchase. Class A shares may be subject to a 1% CDSC if redeemed within 18 months of purchase (depending on the circumstances of purchase). Generally, the CDSC is based upon the lower of the net asset value at date of redemption or date of purchase. No charge is levied on shares acquired by reinvestment of dividends or capital gain distributions. The CDSC for Class B shares is imposed at declining rates that begin at 5% in the case of redemptions in the first and second year after purchase, declining one percentage point each subsequent year. Class C shares are subject to a 1% CDSC if redeemed within one year of purchase. No CDSC is levied on shares which have been sold to EVM or its affiliates or to their respective employees or clients and may be waived under certain other limited conditions. CDSCs received on Class B and Class C redemptions are paid to EVD to reduce the amount of Uncovered Distribution Charges calculated under the Fund’s Class B and Class C Plans. CDSCs received on Class B and Class C redemptions when no Uncovered Distribution Charges exist are credited to the Fund. For the year ended October 31, 2009, the Fund was informed that EVD received approximately $500, $11,000 and $5,000 of CDSCs paid by Class A, Class B and Class C shareholders, respectively.

6Investment Transactions

For the year ended October 31, 2009, increases and decreases in the Fund’s investment in the Portfolio aggregated $13,865,323 and $33,492,295, respectively.

7Shares of Beneficial Interest

The Fund’s Declaration of Trust permits the Trustees to issue an unlimited number of full and fractional shares of beneficial interest (without par value). Such shares may be issued in a number of different series (such as the Fund) and classes. Transactions in Fund shares were as follows:

	Year Ended October 31,
Class A	2009			2008
Sales		1,490,348			5,089,553
Issued to shareholders electing to receive payments of distributions in Fund shares		—			419,863
Redemptions		(3,967,224	)		(1,900,703	)
Exchange from Class B shares		372,986			112,178
Net increase (decrease)		(2,103,890	)		3,720,891
	Year Ended October 31,
Class B	2009			2008
Sales		248,576			228,869
Issued to shareholders electing to receive payments of distributions in Fund shares		—			161,375
Redemptions		(337,317	)		(257,295	)
Exchange to Class A shares		(402,910	)		(120,215	)
Net increase (decrease)		(491,651	)		12,734

13

Eaton Vance Tax-Managed Multi-Cap Growth Fundas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

	Year Ended October 31,
Class C	2009			2008
Sales		650,214			803,697
Issued to shareholders electing to receive payments of distributions in Fund shares		—			210,551
Redemptions		(837,926	)		(427,672	)
Net increase (decrease)		(187,712	)		586,576

8Review for Subsequent Events

In connection with the preparation of the financial statements of the Fund as of and for the year ended October 31, 2009, events and transactions subsequent to October 31, 2009 through December 16, 2009, the date the financial statements were issued, have been evaluated by the Fund’s management for possible adjustment and/or disclosure. No subsequent events requiring financial statement disclosure have been identified.

14

Eaton Vance Tax-Managed Multi-Cap Growth Fundas of October 31, 2009

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Trustees of Eaton Vance Mutual Funds
Trust and Shareholders of Eaton Vance
Tax-Managed Multi-Cap Growth Fund:

We have audited the accompanying statement of assets and liabilities of Eaton Vance Tax-Managed Multi-Cap Growth Fund (the “Fund”) (one of the funds constituting Eaton Vance Mutual Funds Trust) as of October 31, 2009, 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 financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the 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 financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Eaton Vance Tax-Managed Multi-Cap Growth Fund as of October 31, 2009, the results of its operations for the year ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 16, 2009

15

Tax-Managed Multi-Cap Growth Portfolioas of October 31, 2009

PORTFOLIO OF INVESTMENTS

Common Stocks — 89.2%
Security	Shares		Value
Auto Components — 0.6%
Dana Holding Corp.(1)		137,746	$	779,642
			$	779,642
Automobiles — 0.0%
Harley-Davidson, Inc.		100	$	2,492
			$	2,492
Beverages — 0.0%
Central European Distribution Corp.(1)		100	$	3,111
Heckmann Corp.(1)		63		268
			$	3,379
Building Products — 3.0%
Lennox International, Inc.		15,000	$	505,050
Owens Corning, Inc.(1)		151,000		3,338,610
USG Corp.(1)		500		6,570
			$	3,850,230
Capital Markets — 0.1%
Artio Global Investors, Inc.(1)		5,639	$	132,573
			$	132,573
Chemicals — 1.2%
Celanese Corp., Class A		54,000	$	1,482,300
Potash Corp. of Saskatchewan, Inc.		3		278
			$	1,482,578
Commercial Banks — 3.1%
SVB Financial Group(1)		13,300	$	548,625
Wells Fargo & Co.		122,000		3,357,440
			$	3,906,065
Commercial Services & Supplies — 0.8%
Copart, Inc.(1)		32,000	$	1,029,440
			$	1,029,440
Communications Equipment — 1.8%
Brocade Communications Systems, Inc.(1)		262,100	$	2,248,818
Polycom, Inc.(1)		500		10,735
Riverbed Technology, Inc.(1)		100		2,049
			$	2,261,602
Computers & Peripherals — 0.9%
3PAR, Inc.(1)		121,000	$	1,138,610
Apple, Inc.(1)		10		1,885
			$	1,140,495
Construction & Engineering — 0.0%
KBR, Inc.		1,000	$	20,470
			$	20,470
Consumer Finance — 4.3%
American Express Co.		48,500	$	1,689,740
Capital One Financial Corp.		34,000		1,244,400
Discover Financial Services		183,000		2,587,620
			$	5,521,760
Diversified Consumer Services — 4.6%
Apollo Group, Inc., Class A(1)		37,900	$	2,164,090
Capella Education Co.(1)		100		6,890
Corinthian Colleges, Inc.(1)		145,000		2,299,700
H&R Block, Inc.		72,000		1,320,480
			$	5,791,160
Diversified Financial Services — 0.9%
IntercontinentalExchange, Inc.(1)		100	$	10,019
JPMorgan Chase & Co.		28,000		1,169,560
			$	1,179,579
Diversified Telecommunication Services — 0.0%
Maxcom Telecomunicaciones SAB de CV ADR(1)		39	$	131
			$	131
Electrical Equipment — 1.0%
GrafTech International, Ltd.(1)		90,000	$	1,215,000
Vestas Wind Systems A/S(1)		33		2,315
			$	1,217,315

See notes to financial statements

16

Tax-Managed Multi-Cap Growth Portfolioas of October 31, 2009

PORTFOLIO OF INVESTMENTS CONT’D

Security	Shares		Value
Electronic Equipment, Instruments & Components — 0.2%
Itron, Inc.(1)		3,200	$	192,128
			$	192,128
Energy Equipment & Services — 2.1%
Nabors Industries, Ltd.(1)		46,000	$	958,180
Patterson-UTI Energy, Inc.		58,000		903,640
Pride International, Inc.(1)		176		5,202
Superior Well Services, Inc.(1)		78,667		834,657
			$	2,701,679
Food & Staples Retailing — 2.1%
Shoppers Drug Mart Corp.		65,564	$	2,604,867
			$	2,604,867
Health Care Equipment & Supplies — 0.5%
Masimo Corp.(1)		26,000	$	690,820
Thoratec Corp.(1)		25		657
			$	691,477
Health Care Providers & Services — 2.1%
CIGNA Corp.		2,000	$	55,680
Express Scripts, Inc.(1)		12,000		959,040
Health Management Associates, Inc., Class A(1)		19,000		115,900
Henry Schein, Inc.(1)		1,000		52,830
Laboratory Corp. of America Holdings(1)		10,000		688,900
Quest Diagnostics, Inc.		14,000		783,020
			$	2,655,370
Hotels, Restaurants & Leisure — 3.7%
Bally Technologies, Inc.(1)		32,000	$	1,260,480
McDonald’s Corp.		22,000		1,289,420
Scientific Games Corp., Class A(1)		152,000		2,138,640
Starbucks Corp.(1)		500		9,490
			$	4,698,030
Household Durables — 3.1%
Tempur-Pedic International, Inc.(1)		101,372	$	1,963,576
Whirlpool Corp.		28,300		2,025,997
			$	3,989,573
Household Products — 1.1%
Church & Dwight Co., Inc.		23,500	$	1,336,680
			$	1,336,680
Insurance — 2.5%
Admiral Group PLC		1,000	$	16,810
Allied World Assurance Holdings, Ltd.		62,000		2,775,120
Fairfax Financial Holdings, Ltd.		969		343,026
Progressive Corp.(1)		400		6,400
			$	3,141,356
Internet & Catalog Retail — 2.7%
HSN, Inc.(1)		100	$	1,494
Netflix, Inc.(1)		29,100		1,555,395
Priceline.com, Inc.(1)		12,168		1,919,989
			$	3,476,878
Internet Software & Services — 0.0%
DealerTrack Holdings, Inc.(1)		1,000	$	16,480
Move, Inc.(1)		1,013		2,077
			$	18,557
IT Services — 5.7%
Accenture PLC, Class A		39,000	$	1,446,120
Alliance Data Systems Corp.(1)		44,500		2,446,610
MasterCard, Inc., Class A		10,000		2,190,200
Western Union Co.		67,000		1,217,390
			$	7,300,320
Machinery — 1.1%
Hansen Transmissions International NV(1)		500	$	1,048
Illinois Tool Works, Inc.		23,078		1,059,742
PACCAR, Inc.		7,200		269,352
			$	1,330,142
Media — 4.6%
Liberty Entertainment, Series A(1)		115,000	$	3,544,300
McGraw-Hill Cos., Inc. (The)		78,500		2,259,230
			$	5,803,530

See notes to financial statements

17

Tax-Managed Multi-Cap Growth Portfolioas of October 31, 2009

PORTFOLIO OF INVESTMENTS CONT’D

Security	Shares		Value
Metals & Mining — 1.9%
Barrick Gold Corp.		68,000	$	2,443,240
Silver Wheaton Corp.(1)		1,000		12,480
			$	2,455,720
Multiline Retail — 1.0%
Big Lots, Inc.(1)		52,100	$	1,305,105
			$	1,305,105
Oil, Gas & Consumable Fuels — 7.6%
Apache Corp.		21,000	$	1,976,520
Brigham Exploration Co.(1)		98,083		931,788
Centennial Coal Co., Ltd.		2,000		5,586
Continental Resources, Inc.(1)		1,000		37,210
Massey Energy Co.		86,000		2,501,740
Newfield Exploration Co.(1)		18,500		758,870
Patriot Coal Corp.(1)		500		5,650
Petroleo Brasileiro SA ADR		1,000		46,220
SandRidge Energy, Inc.(1)		212,893		2,177,895
Uranium One, Inc.(1)		423,000		1,200,139
			$	9,641,618
Paper & Forest Products — 1.0%
Schweitzer-Mauduit International, Inc.		25,100	$	1,296,415
			$	1,296,415
Personal Products — 1.2%
Avon Products, Inc.		47,000	$	1,506,350
Bare Escentuals, Inc.(1)		1,000		12,630
Herbalife, Ltd.		86		2,894
			$	1,521,874
Pharmaceuticals — 2.8%
Abbott Laboratories		100	$	5,057
Biovail Corp.		85,000		1,144,100
King Pharmaceuticals, Inc.(1)		192,000		1,944,960
Perrigo Co.		14,000		520,660
			$	3,614,777
Professional Services — 0.4%
Verisk Analytics, Inc., Class A(1)		20,387	$	559,215
			$	559,215
Real Estate Investment Trusts (REITs) — 0.4%
Chimera Investment Corp.		144,552	$	504,486
			$	504,486
Semiconductors & Semiconductor Equipment — 3.4%
Atheros Communications, Inc.(1)		500	$	12,310
Cirrus Logic, Inc.(1)		349,000		1,689,160
Micron Technology, Inc.(1)		41,000		278,390
NVIDIA Corp.(1)		54,500		651,820
Tessera Technologies, Inc.(1)		74,000		1,636,140
Varian Semiconductor Equipment Associates, Inc.(1)		50		1,419
			$	4,269,239
Software — 2.1%
Ariba, Inc.(1)		1,000	$	11,820
Check Point Software Technologies, Ltd.(1)		75,500		2,345,785
Concur Technologies, Inc.(1)		100		3,564
Rosetta Stone, Inc.(1)		12,889		267,447
			$	2,628,616
Specialty Retail — 4.6%
Advance Auto Parts, Inc.		55,896	$	2,082,685
CarMax, Inc.(1)		500		9,835
GameStop Corp., Class A(1)		153,375		3,725,479
Jo-Ann Stores, Inc.(1)		100		2,662
			$	5,820,661
Textiles, Apparel & Luxury Goods — 2.9%
Gildan Activewear, Inc.(1)		79,226	$	1,404,677
Hanesbrands, Inc.(1)		107,500		2,324,150
			$	3,728,827
Wireless Telecommunication Services — 6.1%
Crown Castle International Corp.(1)		113,000	$	3,414,860
NII Holdings, Inc.(1)		113,762		3,063,610
Rogers Communications, Inc., Class B		45,000		1,317,600
			$	7,796,070
Total Common Stocks
(identified cost $93,953,224)			$	113,402,121

See notes to financial statements

18

Tax-Managed Multi-Cap Growth Portfolioas of October 31, 2009

PORTFOLIO OF INVESTMENTS CONT’D

Investment Funds — 2.0%
Security	Shares		Value
Capital Markets — 2.0%
iShares Russell Midcap Growth Index Fund		31,000	$	1,266,350
MidCap SPDR Trust, Series 1		10,901		1,303,106
The India Fund, Inc.		1,333		37,377
Total Investment Funds
(identified cost $2,742,069)			$	2,606,833

Short-Term Investments — 1.7%
	Interest
Description	(000’s omitted)		Value
Cash Management Portfolio, 0.00%(2)	$	2,112	$	2,111,787
Total Short-Term Investments
(identified cost $2,111,787)			$	2,111,787
Total Investments — 92.9%
(identified cost $98,807,080)			$	118,120,741
Other Assets, Less Liabilities — 7.1%			$	8,995,153
Net Assets — 100.0%			$	127,115,894

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

ADR - American Depositary Receipt

(1)	Non-income producing security.
(2)	Affiliated investment company available to Eaton Vance portfolios and funds which invests in high quality, U.S. dollar denominated money market instruments. The rate shown is the annualized seven-day yield as of October 31, 2009.

See notes to financial statements

19

Tax-Managed Multi-Cap Growth Portfolioas of October 31, 2009

FINANCIAL STATEMENTS

Statement of Assets and Liabilities

As of October 31, 2009
Assets
Unaffiliated investments, at value (identified cost, $96,695,293)	$	116,008,954
Affiliated investment, at value (identified cost, $2,111,787)		2,111,787
Foreign currency, at value (identified cost, $20)		20
Dividends receivable		38,117
Receivable for investments sold		17,171,156
Total assets	$	135,330,034
Liabilities
Payable for investments purchased	$	8,072,659
Payable to affiliates:
Investment adviser fee		74,195
Trustees’ fees		441
Accrued expenses		66,845
Total liabilities	$	8,214,140
Net Assets applicable to investors’ interest in Portfolio	$	127,115,894
Sources of Net Assets
Net proceeds from capital contributions and withdrawals	$	107,802,233
Net unrealized appreciation		19,313,661
Total	$	127,115,894

Statement of Operations

For the Year Ended
October 31, 2009
Investment Income
Dividends (net of foreign taxes, $14,503)	$	1,135,784
Securities lending income, net		173,345
Interest income allocated from affiliated investment		38,135
Expenses allocated from affiliated investment		(22,898	)
Total investment income	$	1,324,366
Expenses
Investment adviser fee	$	739,347
Trustees’ fees and expenses		5,072
Custodian fee		82,827
Legal and accounting services		37,337
Miscellaneous		6,026
Total expenses	$	870,609
Net investment income	$	453,757
Realized and Unrealized Gain (Loss)
Net realized gain (loss) —
Investment transactions	$	(14,463,323	)
Investment transactions allocated from affiliated investment		27,420
Foreign currency transactions		(8,196	)
Net realized loss	$	(14,444,099	)
Change in unrealized appreciation (depreciation) —
Investments	$	31,592,781
Net change in unrealized appreciation (depreciation)	$	31,592,781
Net realized and unrealized gain	$	17,148,682
Net increase in net assets from operations	$	17,602,439

See notes to financial statements

20

Tax-Managed Multi-Cap Growth Portfolioas of October 31, 2009

FINANCIAL STATEMENTS CONT’D

Statements of Changes in Net Assets

Increase (Decrease)	Year Ended			Year Ended
in Net Assets	October 31, 2009			October 31, 2008
From operations —
Net investment income	$	453,757		$	1,091,692
Net realized loss from investment and foreign currency transactions		(14,444,099	)		(31,813,632	)
Net change in unrealized appreciation (depreciation) from investments		31,592,781			(79,993,225	)
Net increase (decrease) in net assets from operations	$	17,602,439		$	(110,715,165	)
Capital transactions —
Contributions	$	15,242,208		$	87,002,684
Withdrawals		(46,238,305	)		(54,709,084	)
Net increase (decrease) in net assets from capital transactions	$	(30,996,097	)	$	32,293,600
Net decrease in net assets	$	(13,393,658	)	$	(78,421,565	)
Net Assets
At beginning of year	$	140,509,552		$	218,931,117
At end of year	$	127,115,894		$	140,509,552

See notes to financial statements

21

Tax-Managed Multi-Cap Growth Portfolioas of October 31, 2009

FINANCIAL STATEMENTS CONT’D

Supplementary Data

	Year Ended October 31,
	2009			2008			2007			2006			2005
Ratios/Supplemental Data
Ratios (as a percentage of average daily net assets):
Expenses(1)(2)		0.76	%		0.76	%		0.72	%		0.76	%		0.77	%
Net investment income		0.39	%		0.54	%		2.24	%(3)		0.59	%		0.10	%
Portfolio Turnover		205	%		283	%		157	%		181	%		217	%
Total Return		21.24	%		(43.60	)%		44.75	%		20.69	%		8.71	%
Net assets, end of year (000’s omitted)	$	127,116		$	140,510		$	218,931		$	150,563		$	135,774

(1)	The investment adviser waived a portion of its investment adviser fee (equal to less than 0.01% of average daily net assets for the year ended October 31, 2006).
(2)	Excludes the effect of custody fee credits, if any, of less than 0.005%.
(3)	Includes special dividends equal to 1.85% of average daily net assets.

See notes to financial statements

22

Tax-Managed Multi-Cap Growth Portfolioas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS

1Significant Accounting Policies

Tax-Managed Multi-Cap Growth Portfolio (the Portfolio) is a New York trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as a diversified, open-end management investment company. The Portfolio’s investment objective is to achieve long-term, after-tax returns. The Declaration of Trust permits the Trustees to issue interests in the Portfolio. At October 31, 2009, Eaton Vance Tax-Managed Multi-Cap Growth Fund and Eaton Vance Tax-Managed Equity Asset Allocation Fund held an interest of 57.9% and 42.0%, 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 source of authoritative accounting principles applied in the preparation of the Portfolio’s financial statements is the Financial Accounting Standards Board (FASB) Accounting Standards Codification (the Codification), which superseded existing non-Securities and Exchange Commission accounting and reporting standards for interim and annual reporting periods ending after September 15, 2009. The adoption of the Codification for the current reporting period did not impact the Portfolio’s application of generally accepted accounting principles.

AInvestment Valuation — Equity securities (including common shares of closed-end investment companies) listed on a U.S. securities exchange generally are valued at the last sale price on the day of valuation or, if no sales took place on such date, at the mean between the closing bid and asked prices therefore on the exchange where such securities are principally traded. Equity securities listed on the NASDAQ Global or Global Select Market generally are valued at the NASDAQ official closing price. Unlisted or listed securities for which closing sales prices or closing quotations are not available are valued at the mean between the latest available bid and asked prices or, in the case of preferred equity securities that are not listed or traded in the over-the-counter market, by a third party pricing service that will use various techniques that consider factors including, but not limited to, prices or yields of securities with similar characteristics, benchmark yields, broker/dealer quotes, quotes of underlying common stock, issuer spreads, as well as industry and economic events. Short-term debt securities with a remaining maturity of sixty days or less are generally valued at amortized cost, which approximates market value. Foreign securities and currencies are valued in U.S. dollars, based on foreign currency exchange rate quotations supplied by a third party pricing service. The pricing service uses a proprietary model to determine the exchange rate. Inputs to the model include reported trades and implied bid/ask spreads. The daily valuation of exchange-traded foreign securities generally is determined as of the close of trading on the principal exchange on which such securities trade. Events occurring after the close of trading on foreign exchanges may result in adjustments to the valuation of foreign securities to more accurately reflect their fair value as of the close of regular trading on the New York Stock Exchange. When valuing foreign equity securities that meet certain criteria, the Trustees have approved the use of a fair value service that values such securities to reflect market trading that occurs after the close of the applicable foreign markets of comparable securities or other instruments that have a strong correlation to the fair-valued securities. Investments for which valuations or market quotations are not readily available or are deemed unreliable are valued at fair value using methods determined in good faith by or at the direction of the Trustees of the Portfolio in a manner that most fairly reflects the security’s value, or the amount that the Portfolio might reasonably expect to receive for the security upon its current sale in the ordinary course. Each such determination is based on a consideration of all relevant factors, which are likely to vary from one pricing context to another. These factors may include, but are not limited to, the type of security, the existence of any contractual restrictions on the security’s disposition, the price and extent of public trading in similar securities of the issuer or of comparable companies 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.

The Portfolio may invest in Cash Management Portfolio (Cash Management) and Eaton Vance Cash Collateral Fund, LLC (Cash Collateral Fund), affiliated investment companies managed by Boston Management and Research (BMR) and Eaton Vance Management (EVM), respectively. Cash Management and Cash Collateral Fund normally value their investment securities utilizing the amortized cost valuation technique in accordance with Rule 2a-7 of the 1940 Act. This technique involves initially valuing a portfolio security at its cost and thereafter assuming a constant amortization to maturity of any discount or premium. If amortized cost is determined not to approximate fair value, Cash Management and Cash Collateral Fund may value their investment securities based on available market quotations provided by a third party pricing service.

BInvestment 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.

23

Tax-Managed Multi-Cap Growth Portfolioas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

CIncome — Dividend income is recorded on the ex-dividend date for dividends received in cash and/or securities. However, if the ex-dividend date has passed, certain dividends from foreign securities are recorded as the Portfolio is informed of the ex-dividend date. Withholding taxes on foreign dividends and capital gains have been provided for in accordance with the Portfolio’s understanding of the applicable countries’ tax rules and rates. Interest income is recorded on the basis of interest accrued, adjusted for amortization of premium or accretion of discount.

DFederal 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 October 31, 2009, the Portfolio had no uncertain tax positions that would require financial statement recognition, de-recognition, or disclosure. Each of the Portfolio’s federal tax returns filed in the 3-year period ended October 31, 2009 remains subject to examination by the Internal Revenue Service.

EExpense 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.

FForeign Currency Translation — Investment valuations, other assets, and liabilities initially expressed in foreign currencies are translated each business day into U.S. dollars based upon current exchange rates. Purchases and sales of foreign investment securities and income and expenses denominated in foreign currencies are translated into U.S. dollars based upon currency exchange rates in effect on the respective dates of such transactions. Recognized gains or losses on investment transactions attributable to changes in foreign currency exchange rates are recorded for financial statement purposes as net realized gains and losses on investments. That portion of unrealized gains and losses on investments that results from fluctuations in foreign currency exchange rates is not separately disclosed.

GUse 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.

HIndemnifications — 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.

2Investment Adviser Fee and Other Transactions with Affiliates

The investment adviser fee is earned by BMR, a subsidiary of EVM, as compensation for investment advisory services rendered to the Portfolio. The fee is computed at an annual rate of 0.65% of the Portfolio’s average daily net assets up to $500 million and at reduced rates as daily net assets exceed that level, and is payable monthly. The portion of the adviser fee payable by Cash Management on the Portfolio’s investment of cash therein is credited against the Portfolio’s investment adviser fee. For the year ended October 31, 2009, the Portfolio’s investment adviser fee totaled $760,996 of which $21,649 was allocated from Cash Management and $739,347 was paid or accrued directly by the Portfolio. For the year ended October 31, 2009, the Portfolio’s investment adviser fee, including the portion allocated from Cash Management, was 0.65% of the Portfolio’s average daily net assets.

Except for Trustees of the Portfolio who are not members of EVM’s or BMR’s organizations, officers and Trustees

24

Tax-Managed Multi-Cap Growth Portfolioas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

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 year ended October 31, 2009, no significant amounts have been deferred. Certain officers and Trustees of the Portfolio are officers of the above organizations.

3Purchases and Sales of Investments

Purchases and sales of investments, other than short-term obligations, aggregated $237,279,495 and $270,905,735, respectively, for the year ended October 31, 2009.

4Federal Income Tax Basis of Investments

The cost and unrealized appreciation (depreciation) of investments of the Portfolio at October 31, 2009, as determined on a federal income tax basis, were as follows:

Aggregate cost	$	99,440,887
Gross unrealized appreciation	$	22,458,489
Gross unrealized depreciation		(3,778,635	)
Net unrealized appreciation	$	18,679,854

5Line of Credit

The Portfolio participates with other portfolios and funds managed by EVM and its affiliates in a $450 million unsecured line of credit agreement with a group of banks. Borrowings are made by the Portfolio solely to facilitate the handling of unusual and/or unanticipated short-term cash requirements. Interest is charged to the Portfolio based on its borrowings at an amount above either the Eurodollar rate or Federal Funds rate. In addition, a fee computed at an annual rate of 0.10% on the daily unused portion of the line of credit is allocated among the participating portfolios and funds at the end of each quarter. The Portfolio did not have any significant borrowings or allocated fees during the year ended October 31, 2009.

6Securities Lending Agreement

The Portfolio has established a securities lending agreement with SSBT as securities lending agent in which the Portfolio lends portfolio securities to qualified borrowers in exchange for collateral consisting of either cash or U.S. Government securities in an amount at least equal to the market value of the securities on loan. Cash collateral is invested in Cash Collateral Fund. The Portfolio earns interest on the amount invested in Cash Collateral Fund but it must pay (and at times receive from) the broker a loan rebate fee computed as a varying percentage of the collateral received. The net loan rebate fee received by the Portfolio amounted to $8,960 for the year ended October 31, 2009. In the event of counterparty default, the Portfolio is subject to potential loss if it is delayed or prevented from exercising its right to dispose of the collateral. The Portfolio bears risk in the event that invested collateral is not sufficient to meet obligations due on loans. At October 31, 2009, the Portfolio had no securities on loan.

7Fair Value Measurements

The Portfolio adopted FASB Statement of Financial Accounting Standards No. 157 (FAS 157), “Fair Value Measurements”, (currently FASB Accounting Standards Codification (ASC) 820-10), effective November 1, 2008. Such standard established a three-tier hierarchy to prioritize the assumptions, referred to as inputs, used in valuation techniques to measure fair value. The three-tier hierarchy of inputs is summarized in the three broad levels listed below.

•  Level 1 – quoted prices in active markets for identical investments

•  Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

•  Level 3 – significant unobservable inputs (including a fund’s own assumptions in determining the fair value of investments)

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

At October 31, 2009, the inputs used in valuing the Portfolio’s investments, which are carried at value, were as follows:

	Quoted
	Prices in
	Active		Significant
	Markets for		Other		Significant
	Identical		Observable		Unobservable
	Assets		Inputs		Inputs
Asset Description	(Level 1)		(Level 2)		(Level 3)		Total
Common Stocks
Consumer Discretionary	$	35,395,898	$	—	$	—	$	35,395,898
Consumer Staples		5,466,800		—		—		5,466,800
Energy		12,337,712		5,586		—		12,343,298
Financials		14,369,009		16,810		—		14,385,819
Health Care		6,961,624		—		—		6,961,624
Industrials		8,003,449		3,363		—		8,006,812
Information Technology		17,810,957		—		—		17,810,957

25

Tax-Managed Multi-Cap Growth Portfolioas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

	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 (continued)
Materials	$	5,234,713	$	—		$	—	$	5,234,713
Telecommunication Services		7,796,200		—			—		7,796,200
Total Common Stocks	$	113,376,362	$	25,759	*	$	—	$	113,402,121
Investment Funds	$	2,606,833	$	—		$	—	$	2,606,833
Short-Term Investments		2,111,787		—			—		2,111,787
Total Investments	$	118,094,982	$	25,759		$	—	$	118,120,741

* Includes foreign equity securities whose values were adjusted to reflect market trading that occurred after the close of trading in their applicable foreign markets.

The Portfolio held no investments or other financial instruments as of October 31, 2008 whose fair value was determined using Level 3 inputs.

8Review for Subsequent Events

In connection with the preparation of the financial statements of the Portfolio as of and for the year ended October 31, 2009, events and transactions subsequent to October 31, 2009 through December 16, 2009, the date the financial statements were issued, have been evaluated by the Portfolio’s management for possible adjustment and/or disclosure. Management has not identified any subsequent events requiring financial statement disclosure as of the date these financial statements were issued.

26

Tax-Managed Multi-Cap Growth Portfolioas of October 31, 2009

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Trustees and Investors of
Tax-Managed Multi-Cap Growth Portfolio:

We have audited the accompanying statement of assets and liabilities of Tax-Managed Multi-Cap Growth Portfolio (the “Portfolio”), including the portfolio of investments, as of October 31, 2009, 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 five years in the period then ended. These financial statements and supplementary data are the responsibility of the Portfolio’s management. Our responsibility is to express an opinion on these financial statements and supplementary data based on our audits.

We conducted our audits in accordance with the 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. The Portfolio is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Portfolio’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of October 31, 2009, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and supplementary data referred to above present fairly, in all material respects, the financial position of Tax-Managed Multi-Cap Growth Portfolio as of October 31, 2009, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the supplementary data for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 16, 2009

27

Eaton Vance Tax-Managed Multi-Cap Growth 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 27, 2009, the Board, including a majority of the Independent Trustees, voted to approve continuation of existing advisory and sub-advisory agreements for the Eaton Vance Funds for an additional one-year period. In voting its approval, the Board relied upon the affirmative recommendation of the Contract Review Committee of the Board (formerly the Special Committee), which is a committee comprised exclusively of Independent Trustees. Prior to making its recommendation, the Contract Review Committee reviewed information furnished for a series of meetings of the Contract Review Committee held in February, March and April 2009. Such information included, among other things, the following:

Information about Fees, Performance and Expenses

•  An independent report comparing the advisory and related fees paid by each fund with fees paid by comparable funds;

•  An independent report comparing each fund’s total expense ratio and its components to comparable funds;

•  An independent report comparing the investment performance of each fund to the investment performance of comparable funds over various time periods;

•  Data regarding investment performance in comparison to relevant peer groups of funds and appropriate indices;

•  Comparative information concerning fees charged by each adviser for managing other mutual funds and institutional accounts using investment strategies and techniques similar to those used in managing the fund;

•  Profitability analyses for each adviser with respect to each fund;

Information about Portfolio Management

•  Descriptions of the investment management services provided to each fund, including the investment strategies and processes employed, and any changes in portfolio management processes and personnel;

•  Information concerning the allocation of brokerage and the benefits received by each adviser as a result of brokerage allocation, including information concerning the acquisition of research through “soft dollar” benefits received in connection with the funds’ brokerage, and the implementation of a soft dollar reimbursement program established with respect to the funds;

•  Data relating to portfolio turnover rates of each fund;

•  The procedures and processes used to determine the fair value of fund assets and actions taken to monitor and test the effectiveness of such procedures and processes;

Information about each Adviser

•  Reports detailing the financial results and condition of each adviser;

•  Descriptions of the qualifications, education and experience of the individual investment professionals whose responsibilities include portfolio management and investment research for the funds, and information relating to their compensation and responsibilities with respect to managing other mutual funds and investment accounts;

•  Copies of the Codes of Ethics of each adviser and its affiliates, together with information relating to compliance with and the administration of such codes;

•  Copies of or descriptions of each adviser’s proxy voting policies and procedures;

•  Information concerning the resources devoted to compliance efforts undertaken by each adviser and its affiliates on behalf of the funds (including descriptions of various compliance programs) and their record of compliance with investment policies and restrictions, including policies with respect to market-timing, late trading and selective portfolio disclosure, and with policies on personal securities transactions;

•  Descriptions of the business continuity and disaster recovery plans of each adviser and its affiliates;

Other Relevant Information

•  Information concerning the nature, cost and character of the administrative and other non-investment management services provided by Eaton Vance Management and its affiliates;

•  Information concerning management of the relationship with the custodian, subcustodians and fund accountants by each adviser or the funds’ administrator; and

•  The terms of each advisory agreement.

28

Eaton Vance Tax-Managed Multi-Cap Growth 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, 2009, the Board met eighteen times and the Contract Review Committee, the Audit Committee, the Governance Committee, the Portfolio Management Committee and the Compliance Reports and Regulatory Matters Committee, each of which is a Committee comprised solely of Independent Trustees, met seven, five, six, six and six times, respectively. At such meetings, the Trustees received, among other things, presentations by the portfolio managers and other investment professionals of each adviser relating to the investment performance of each fund and the investment strategies used in pursuing the fund’s investment objective.

For funds that invest through one or more underlying portfolios, the Board considered similar information about the portfolio(s) when considering the approval of advisory agreements. In addition, in cases where the fund’s investment adviser has engaged a sub-adviser, the Board considered similar information about the sub-adviser when considering the approval of any sub-advisory agreement.

The Contract Review Committee was assisted throughout the contract review process by Goodwin Procter LLP, legal counsel for the Independent Trustees. The members of the Contract Review Committee relied upon the advice of such counsel and their own business judgment in determining the material factors to be considered in evaluating each advisory and sub-advisory agreement and the weight to be given to each such factor. The conclusions reached with respect to each advisory and sub-advisory agreement were based on a comprehensive evaluation of all the information provided and not any single factor. Moreover, each member of the Contract Review Committee may have placed varying emphasis on particular factors in reaching conclusions with respect to each advisory and sub-advisory agreement.

Results of the Process

Based on its consideration of the foregoing, and such other information as it deemed relevant, including the factors and conclusions described below, the Contract Review Committee concluded that the continuance of the investment advisory agreement of Tax-Managed Multi-Cap Growth Portfolio (the “Portfolio”), the portfolio in which Eaton Vance Tax-Managed Multi-Cap Growth Fund (the “Fund”) invests, with Boston Management and Research (the “Adviser”), including its fee structure, is in the interests of shareholders and, therefore, the Contract Review Committee recommended to the Board approval of the agreement. The Board accepted the recommendation of the Contract Review Committee as well as the factors considered and conclusions reached by the Contract Review Committee with respect to the agreement. Accordingly, the Board, including a majority of the Independent Trustees, voted to approve continuation of the investment advisory agreement for the Portfolio.

Nature, Extent and Quality of Services

In considering whether to approve the investment advisory agreement of the Portfolio, the Board evaluated the nature, extent and quality of services provided to the Portfolio by the Adviser.

The Board considered the Adviser’s management capabilities and investment process with respect to the types of investments held by the Portfolio, including the education, experience and number of its investment professionals and other personnel who provide portfolio management, investment research, and similar services to the Portfolio. The Board specifically noted the Adviser’s in-house equity research capabilities and experience in managing funds that seek to maximize after-tax returns. The Board also took into account the resources dedicated to portfolio management and other services, including the compensation paid to recruit and retain investment personnel, and the time and attention devoted to the Portfolio by senior management.

The Board also reviewed the compliance programs of the Adviser and relevant affiliates thereof. Among other matters, the Board considered compliance and reporting matters relating to personal trading by investment personnel, selective disclosure of portfolio holdings, late trading, frequent trading, portfolio valuation, business continuity and the allocation of investment opportunities. The Board also evaluated the responses of the Adviser and its affiliates to requests from regulatory authorities such as the Securities and Exchange Commission and the Financial Industry Regulatory Authority.

The Board considered shareholder and other administrative services provided or managed by Eaton Vance Management and its affiliates, including transfer agency and accounting services. The Board evaluated the benefits to shareholders of investing in a fund that is a part of a large family of funds, including the ability, in many cases, to exchange an investment among different funds without incurring additional sales charges.

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

29

Eaton Vance Tax-Managed Multi-Cap Growth Fund

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

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

After consideration of the foregoing factors, among others, the Board concluded that the nature, extent and quality of services provided by the Adviser, taken as a whole, are appropriate and consistent with the terms of the investment advisory agreement.

Fund Performance

The Board compared the Fund’s investment performance to a relevant universe of similarly managed funds identified by an independent data provider and appropriate benchmark indices. The Board reviewed comparative performance data for the one-, three- and five-year periods ended September 30, 2008 for the Fund. The Board concluded that 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 Fund (referred to collectively as “management fees”). As part of its review, the Board considered the management fees (including administrative fees) and the Fund’s total expense ratio for the year ended September 30, 2008, as compared to a group of similarly managed funds selected by an independent data provider.

After reviewing the foregoing information, and in light of the nature, extent and quality of the services provided by the Adviser, the Board concluded that the management fees charged for advisory and related services and the Fund’s total expense ratio are reasonable.

Profitability

The Board reviewed the level of profits realized by the Adviser and relevant affiliates thereof in providing investment advisory and administrative services to the Fund, the Portfolio and 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 as a result of securities transactions effected for the Portfolio and other advisory clients.

The Board concluded that, in light of the foregoing factors and the nature, extent and quality of the services rendered, the profits realized by the Adviser and its affiliates are reasonable.

Economies of Scale

In reviewing management fees and profitability, the Board also considered the extent to which the Adviser and its affiliates, on the one hand, and the Fund, on the other hand, can expect to realize benefits from economies of scale as the assets of the Fund and the Portfolio increase. The Board acknowledged the difficulty in accurately measuring the benefits resulting from the economies of scale with respect to the management of any specific fund or group of funds. The Board reviewed data summarizing the increases and decreases in the assets of the Fund and of all Eaton Vance Funds as a group over various time periods, and evaluated the extent to which the total expense ratio of the Fund and the profitability of the Adviser and its affiliates may have been affected by such increases or decreases. Based upon the foregoing, the Board concluded that the benefits from economies of scale are currently being shared equitably by the Adviser and its affiliates and the Fund. The Board also concluded that, assuming reasonably foreseeable increases in the assets of the Portfolio, the structure of the advisory fee, which includes breakpoints at several asset levels, can be expected to cause the Adviser and its affiliates and the Fund to continue to share such benefits equitably.

30

Eaton Vance Tax-Managed Multi-Cap Growth Fund

MANAGEMENT AND ORGANIZATION

Fund Management. The Trustees of Eaton Vance Mutual Funds Trust (the Trust) and Tax-Managed Multi-Cap Growth 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 Two International Place, Boston, Massachusetts 02110. 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, “Parametric” refers to Parametric Portfolio Associates LLC and “EVD” refers to Eaton Vance Distributors, Inc. EVC and EV are the corporate parent and trustee, respectively, of EVM and BMR. EVD is the Fund’s principal underwriter, the Portfolio’s placement agent and a wholly-owned subsidiary of EVC. Each officer affiliated with Eaton Vance may hold a position with other Eaton Vance affiliates that is comparable to his or her position with EVM listed below.

	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
Thomas E. Faust Jr. 5/31/58	Trustee and President of the Trust	Trustee since 2007 and President of the Trust since 2002	Chairman, Chief Executive Officer and President of EVC, Director and President of EV, Chief Executive Officer and President of EVM and BMR, and Director of EVD. Trustee and/or officer of 176 registered investment companies and 4 private investment companies managed by EVM or BMR. Mr. Faust is an interested person because of his positions with EVM, BMR, EVD, EVC and EV, which are affiliates of the Trust and Portfolio.		176	Director of EVC
Noninterested Trustees
Benjamin C. Esty 1/2/63	Trustee	Since 2005	Roy and Elizabeth Simmons Professor of Business Administration and Finance Unit Head, Harvard University Graduate School of Business Administration.		176	None
Allen R. Freedman 4/3/40	Trustee	Since 2007	Former Chairman (2002-2004) and a Director (1983-2004) of Systems & Computer Technology Corp. (provider of software to higher education). Formerly, a Director of Loring Ward International (fund distributor) (2005-2007). Formerly, Chairman and a Director of Indus International, Inc. (provider of enterprise management software to the power generating industry) (2005-2007).		176	Director of Assurant, Inc. (insurance provider) and Stonemor Partners, L.P. (owner and operator of cemeteries)
William H. Park 9/19/47	Trustee	Since 2003	Vice Chairman, Commercial Industrial Finance Corp. (specialty finance company) (since 2006). Formerly, President and Chief Executive Officer, Prizm Capital Management, LLC (investment management firm) (2002-2005).		176	None
Ronald A. Pearlman 7/10/40	Trustee	Since 2003	Professor of Law, Georgetown University Law Center.		176	None
Helen Frame Peters 3/22/48	Trustee	Since 2008	Professor of Finance, Carroll School of Management, Boston College. Adjunct Professor of Finance, Peking University, Beijing, China (since 2005).		176	Director of BJ’s Wholesale Club, Inc. (wholesale club retailer)
Heidi L. Steiger 7/8/53	Trustee	Since 2007	Managing Partner, Topridge Associates LLC (global wealth management firm) (since 2008); Senior Advisor (since 2008), President (2005-2008), Lowenhaupt Global Advisors, LLC (global wealth management firm). Formerly, President and Contributing Editor, Worth Magazine (2004-2005). Formerly, Executive Vice President and Global Head of Private Asset Management (and various other positions), Neuberger Berman (investment firm) (1986-2004).		176	Director of Nuclear Electric Insurance Ltd. (nuclear insurance provider), Aviva USA (insurance provider) and CIFG (family of financial guaranty companies) and Advisory Director of Berkshire Capital Securities LLC (private investment banking firm)

31

Eaton Vance Tax-Managed Multi-Cap Growth Fund

MANAGEMENT AND ORGANIZATION CONT’D

	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
Noninterested Trustees (continued)
Lynn A. Stout 9/14/57	Trustee	Of the Trust since 1998 and of the Portfolio since 2000	Paul Hastings Professor of Corporate and Securities Law (since 2006) and Professor of Law (2001-2006), University of California at Los Angeles School of Law.		176	None
Ralph F. Verni 1/26/43	Chairman of the Board and Trustee	Chairman of the Board since 2007 and Trustee since 2005	Consultant and private investor.		176	None

Principal Officers who are not Trustees

	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
William H. Ahern, Jr. 7/28/59	Vice President of the Trust	Since 1995	Vice President of EVM and BMR. Officer of 76 registered investment companies managed by EVM or BMR.
John R. Baur 2/10/70	Vice President of the Trust	Since 2008	Vice President of EVM and BMR. Previously, attended Johnson Graduate School of Management, Cornell University (2002-2005), and prior thereto he was an Account Team Representative in Singapore for Applied Materials, Inc. Officer of 35 registered investment companies managed by EVM or BMR.
Michael A. Cirami 12/24/75	Vice President of the Trust	Since 2008	Vice President of EVM and BMR. Officer of 35 registered investment companies managed by EVM or BMR.
Cynthia J. Clemson 3/2/63	Vice President of the Trust	Since 2005	Vice President of EVM and BMR. Officer of 92 registered investment companies managed by EVM or BMR.
Arieh Coll 11/9/63	Vice President of the Portfolio	Since 2000	Vice President of EVM and BMR. Officer of 4 registered investment companies managed by EVM or BMR.
Charles B. Gaffney 12/4/72	Vice President of the Trust	Since 2007	Director of Equity Research and a Vice President of EVM and BMR. Officer of 32 registered investment companies managed by EVM or BMR.
Christine M. Johnston 11/9/72	Vice President of the Trust	Since 2007	Vice President of EVM and BMR. Officer of 37 registered investment companies managed by EVM or BMR.
Aamer Khan 6/7/60	Vice President of the Trust	Since 2005	Vice President of EVM and BMR. Officer of 35 registered investment companies managed by EVM or BMR.
Thomas H. Luster 4/8/62	Vice President of the Trust	Since 2006	Vice President of EVM and BMR. Officer of 54 registered investment companies managed by EVM or BMR.
Robert B. MacIntosh 1/22/57	Vice President of the Trust	Since 1998	Vice President of EVM and BMR. Officer of 91 registered investment companies managed by EVM or BMR.
Jeffrey A. Rawlins 10/6/61	Vice President of the Trust	Since 2009	Vice President of EVM and BMR. Previously, a Managing Director of the Fixed Income Group at State Street Research and Management (1989-2005). Officer of 31 registered investment companies managed by EVM or BMR.
Duncan W. Richardson 10/26/57	Vice President of the Trust and President of the Portfolio	Vice President of the Trust since 2001 and President of the Portfolio since 2002	Director of EVC and Executive Vice President and Chief Equity Investment Officer of EVC, EVM and BMR. Officer of 82 registered investment companies managed by EVM or BMR.
Judith A. Saryan 8/21/54	Vice President of the Trust	Since 2003	Vice President of EVM and BMR. Officer of 51 registered investment companies managed by EVM or BMR.
Susan Schiff 3/13/61	Vice President of the Trust	Since 2002	Vice President of EVM and BMR. Officer of 37 registered investment companies managed by EVM or BMR.

32

Eaton Vance Tax-Managed Multi-Cap Growth Fund

MANAGEMENT AND ORGANIZATION CONT’D

	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
Principal Officers who are not Trustees (continued)
Thomas Seto 9/27/62	Vice President of the Trust	Since 2007	Vice President and Director of Portfolio Management of Parametric. Officer of 32 registered investment companies managed by EVM or BMR.
David M. Stein 5/4/51	Vice President of the Trust	Since 2007	Managing Director and Chief Investment Officer of Parametric. Officer of 32 registered investment companies managed by EVM or BMR.
Dan R. Strelow 5/27/59	Vice President of the Trust	Since 2009	Vice President of EVM and BMR since 2005. Previously, a Managing Director (since 1988) and Chief Investment Officer (since 2001) of the Fixed Income Group at State Street Research and Management. Officer of 31 registered investment companies managed by EVM or BMR.
Mark S. Venezia 5/23/49	Vice President of the Trust	Since 2007	Vice President of EVM and BMR. Officer of 38 registered investment companies managed by EVM or BMR.
Adam A. Weigold 3/22/75	Vice President of the Trust	Since 2007	Vice President of EVM and BMR. Officer of 69 registered investment companies managed by EVM or BMR.
Barbara E. Campbell 6/19/57	Treasurer	Treasurer of the Trust since 2005 and of the Portfolio since 2008	Vice President of EVM and BMR. Officer of 176 registered investment companies managed by EVM or BMR.
Maureen A. Gemma 5/24/60	Secretary and Chief Legal Officer	Secretary since 2007 and Chief Legal Officer since 2008	Vice President of EVM and BMR. Officer of 176 registered investment companies managed by EVM or BMR.
Paul M. O’Neil 7/11/53	Chief Compliance Officer	Since 2004	Vice President of EVM and BMR. Officer of 176 registered investment companies managed by EVM or BMR.

(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 on Eaton Vance’s website at www.eatonvance.com or by calling 1-800-262-1122.

33

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Investment Adviser of Tax-Managed Multi-Cap Growth Portfolio

Boston Management and Research

Two International Place

Boston, MA 02110

Administrator of Eaton Vance Tax-Managed Multi-Cap Growth Fund

Eaton Vance Management

Two International Place

Boston, MA 02110

Principal Underwriter^*

Eaton Vance Distributors, Inc.

Two International Place

Boston, MA 02110

(617) 482-8260

Custodian

State Street Bank and Trust Company

200 Clarendon Street

Boston, MA 02116

Transfer Agent

PNC Global Investment Servicing

Attn: Eaton Vance Funds

P.O. Box 9653

Providence, RI 02940-9653

(800) 262-1122

Independent Registered Public Accounting Firm

Deloitte & Touche LLP

200 Berkeley Street

Boston, MA 02116-5022

Eaton Vance Tax-Managed Multi-Cap Growth Fund

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.

824-12/09 TMCAPSRC

Annual Report October 31, 2009 EATON VANCE TAX-MANAGED SMALL-CAP FUND

IMPORTANT NOTICES REGARDING PRIVACY,
DELIVERY OF SHAREHOLDER DOCUMENTS,
PORTFOLIO HOLDINGS AND PROXY VOTING

Privacy. The Eaton Vance organization is committed to ensuring your financial privacy. Each of the financial institutions identified below has in effect the following policy (Privacy Policy) with respect to nonpublic personal information about its customers:

•  Only such information received from you, through application forms or otherwise, and information about your Eaton Vance fund transactions will be collected. This may include information such as name, address, social security number, tax status, account balances and transactions.

•  None of such information about you (or former customers) will be disclosed to anyone, except as permitted by law (which includes disclosure to employees necessary to service your account). In the normal course of servicing a customer’s account, Eaton Vance may share information with unaffiliated third parties that perform various required services such as transfer agents, custodians and broker/dealers.

•  Policies and procedures (including physical, electronic and procedural safeguards) are in place that are designed to protect the confidentiality of such information.

•  We reserve the right to change our Privacy Policy at any time upon proper notification to you. Customers may want to review our Privacy Policy periodically for changes by accessing the link on our homepage: www.eatonvance.com.

Our pledge of privacy applies to the following entities within the Eaton Vance organization: the Eaton Vance Family of Funds, Eaton Vance Management, Eaton Vance Investment Counsel, Boston Management and Research, and Eaton Vance Distributors, Inc.

In addition, our Privacy Policy applies only to those Eaton Vance customers who are individuals and who have a direct relationship with us. If a customer’s account (i.e., fund shares) is held in the name of a third-party financial adviser/broker-dealer, it is likely that only such adviser’s privacy policies apply to the customer. This notice supersedes all previously issued privacy disclosures.

For more information about Eaton Vance’s Privacy Policy, please call 1-800-262-1122.

Delivery of Shareholder Documents. The Securities and Exchange Commission (“the SEC”) permits funds to deliver only one copy of shareholder documents, including prospectuses, proxy statements and shareholder reports, to fund investors with multiple accounts at the same residential or post office box address. This practice is often called “householding” and it helps eliminate duplicate mailings to shareholders.

Eaton Vance, or your financial adviser, may household the mailing of your documents indefinitely unless you instruct Eaton Vance, or your financial adviser, otherwise.

If you would prefer that your Eaton Vance documents not be householded, please contact Eaton Vance at 1-800-262-1122, or contact your financial adviser.

Your instructions that householding not apply to delivery of your Eaton Vance documents will be effective within 30 days of receipt by Eaton Vance or your financial adviser.

Portfolio Holdings. Each Eaton Vance Fund and its underlying Portfolio(s) (if applicable) will file a schedule of portfolio holdings on Form N-Q with the SEC for the first and third quarters of each fiscal year. The Form N-Q will be available on the Eaton Vance website at www.eatonvance.com, by calling Eaton Vance at 1-800-262-1122 or in the EDGAR database on the SEC’s website at www.sec.gov. Form N-Q may also be reviewed and copied at the SEC’s public reference room in Washington, D.C. (call 1-800-732-0330 for information on the operation of the public reference room).

Proxy Voting. From time to time, funds are required to vote proxies related to the securities held by the funds. The Eaton Vance Funds or their underlying Portfolios (if applicable) vote proxies according to a set of policies and procedures approved by the Funds’ and Portfolios’ Boards. You may obtain a description of these policies and procedures and information on how the Funds or Portfolios voted proxies relating to portfolio securities during the most recent 12 month period ended June 30, without charge, upon request, by calling 1-800-262-1122. This description is also available on the SEC’s website at www.sec.gov.

Eaton Vance Tax-Managed Small-Cap Fund as of October 31, 2009

MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE

Economic and Market Conditions

Nancy Tooke, CFA,
Portfolio Manager

• Although global equity markets began the fiscal year ending October 31, 2009, on a downward trajectory, stocks bounced strongly off the bottom set in early March and staged a broad-based rally that continued through the end of the 12-month period. Last fall, on the verge of a possible collapse of the global financial system, risk-averse investors reacted by streaming to the sidelines, sending stocks into a dramatic decline. By late winter, however, fiscal and monetary interventions by governments around the world began to fuel optimism that the financial crisis would end and global economic growth might resume.

• Amid prospects for a better-than-expected 2009, investor risk appetite began to return, overcoming such lingering concerns as high consumer debt levels, rising unemployment and still-depressed home prices. Corporate profits also started showing improvement, benefiting from cost-cutting and easier earnings comparisons, which further supported the equity market’s rebound. Stocks that declined the most last fall, especially those lower-quality, cyclical issues farther out on the risk spectrum, tended to be those that recovered most quickly as the rally gained steam.

• From March through September 2009, the broad-based S&P 500 Index posted strong gains, with only a slight pull back in October ending a string of consecutive monthly gains. During that seven-month period, the Fund’s¹ primary benchmark, the S&P SmallCap 600, performed even better, outpacing the broader S&P 500 Index. For the full one-year period that ended October 31, 2009, the S&P 500 posted a 9.80% return, while the S&P SmallCap 600 returned 5.56%. The large-cap Russell 1000 Index returned 11.20%, while the small-cap Russell 2000 Index gained 6.46%. In terms of investment styles, growth stocks widely outperformed their counterparts in the value space.²

Past performance is no guarantee of future results. Returns are historical and are calculated by determining the percentage change in net asset value or offering price (as applicable) with all distributions reinvested. Investment return and principal value will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Performance is for the stated time period only; due to market volatility, the Fund’s current performance may be lower or higher than the quoted return. For performance as of the most recent month end, please refer to www.eatonvance.com.

Fund shares are not insured by the FDIC and are not deposits or other obligations of, or guaranteed by, any depository institution. Shares are subject to investment risks, including possible loss of principal invested.

Management Discussion

• For the year ending October 31, 2009, seven of the 10 sectors in the S&P SmallCap 600 Index (the Index) registered positive absolute returns. The cyclical consumer discretionary and information technology sectors posted the strongest gains, early beneficiaries of renewed optimism that the financial crisis and economy had stabilized. Driven by an increase in infrastructure spending, the materials sector performed well, as did the consumer staples sector, as consumer confidence gradually improved. Telecommunication services was by far the worst-performing sector for the Index, followed by financials.

• The Fund posted positive returns for the year, outperforming the Index as well as its secondary benchmark, the small-cap Russell 2000 Index. The financials sector contributed most to the Fund’s relative performance for the year, primarily due to an underweight to commercial banks and stock selection in IT services and capital markets. The Fund’s avoidance of the thrifts and mortgage finance industry further added to returns.

Total Return Performance
10/31/08 - 10/31/09
Class A3	11.10	%
Class B3	10.31
Class C3	10.35
Class I3	-3.86	*
S&P SmallCap 600 Index2	5.56
Russell 2000 Index2	6.46
Lipper Small-Cap Core Funds Average2	11.82

* Performance is cumulative since share class inception on 10/1/09.

See pages 3 and 4 for more performance information, including after-tax returns.

1	The Fund currently invests in a separately registered investment company, Tax-Managed Small-Cap Portfolio, with the same objective and policies as the Fund. References to investments are to the Portfolio’s holdings.
2	It is not possible to invest directly in an Index or a Lipper Classification. The Indices’ total returns do not reflect commissions or expenses that would have been incurred if an investor individually purchased or sold the securities represented in the Indices. The Lipper total return is the average total return, at net asset value, of the funds that are in the same Lipper Classification as the Fund.
3	These returns do not include the 5.75% maximum sales charge for Class A shares or the applicable contingent deferred sales charges (CDSC) for Class B and Class C shares. If sales charges were deducted, the returns would be lower. Class I shares are offered to certain investors at net asset value.

1

Eaton Vance Tax-Managed Small-Cap Fund as of October 31, 2009

MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE

• In the materials sector, an overweighted allocation versus the Index was beneficial, given the strong performance of the group for the year. This, along with stock selection - particularly in metals & mining - helped relative returns. The information technology sector told a similar story, with the Fund’s overweighting and stock selection helping performance.

• While the Fund was significantly overweighted in the poor-performing energy sector, stock selection boosted relative performance, especially in oil, gas & consumable fuels. In utilities, both a below-benchmark allocation and security selection were beneficial.

• The Fund’s consumer discretionary investments detracted most from performance due to an underweighting of the sector and weak stock selection, especially in the textiles, apparel & luxury goods industry, hotels & restaurants, and specialty retailers. Stock selection in distributors and media, however, helped to mitigate the loss somewhat.

• A significant overweighting to the consumer staples sector, along with weak stock selection, also detracted from performance, as did weak stock selection in the industrials sector.

• Management continued to focus on stocks of companies with strong balance sheets, competitive positions and superior managements, who can navigate the current climate. We believe our research-driven investment process can serve shareholders well over the long term.

The views expressed throughout this report are those of the portfolio manager and are current only through the end of the period of the report as stated on the cover. These views are subject to change at any time based upon market or other conditions, and the investment adviser disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a fund are based on many factors, may not be relied on as an indication of trading intent on behalf of any Eaton Vance fund. Portfolio information provided in the report may not be representative of the Portfolio’s current or future investments and may change due to active management.

Portfolio Composition

Top 10 Holdings1
By net assets
IAMGOLD Corp.	2.2	%
CARBO Ceramics, Inc.	2.1
Perrigo Co.	2.1
Mead Johnson Nutrition Co., Class A	2.1
Hanesbrands, Inc.	2.0
Sybase, Inc.	2.0
Euronet Worldwide, Inc.	2.0
Church & Dwight Co., Inc.	2.0
Walter Energy, Inc.	2.0
FLIR Systems, Inc.	1.9

¹ Top 10 Holdings represented 20.4% of the Portfolio’s net assets as of 10/31/09. Excludes cash equivalents.

Sector Weightings²

By net assets

² As a percentage of the Portfolio’s net assets as of 10/31/09. Excludes cash equivalents.

2

Eaton Vance Tax-Managed Small-Cap Fund as of October 31, 2009

FUND PERFORMANCE

The line graph and table set forth below provide information about the Fund’s performance. The line graph compares the performance of Class A of the Fund with that of the S&P SmallCap 600 Index, a broad-based, unmanaged market index of 600 small-capitalization stocks traded in the U.S., and the Russell 2000 Index, a market capitalization weighted index of 2,000 small company stocks. The lines on the graph represent the total returns of a hypothetical investment of $10,000 in each of Class A, the S&P SmallCap 600 Index and the Russell 2000 Index. Class A total returns are presented at net asset value and maximum public offering price. The table includes the total returns of each Class of the Fund at net asset value and maximum public offering price. The performance presented below does not reflect the deduction of taxes, if any, that a shareholder would pay on distributions or redemptions of Fund shares.

Performance1	Class A			Class B			Class C			Class I
Share Class Symbol	ETMGX			EMMGX			ECMGX			EIMGX
Average Annual Total Returns (at net asset value)
One Year		11.10	%		10.31	%		10.35	%		N.A.
Five Years		4.34			3.57			3.58			N.A.
Ten Years		-1.12			-1.86			-1.86			N.A.
Life of Fund†		1.31			0.56			0.53			-3.86††
SEC Average Annual Total Returns (including sales charge or applicable CDSC)
One Year		4.74	%		5.31	%		9.35	%		N.A.
Five Years		3.10			3.22			3.58			N.A.
Ten Years		-1.71			-1.86			-1.86			N.A.
Life of Fund†		0.82			0.56			0.53			-3.86	††

†	Inception Dates — Class A: 9/25/97; Class B: 9/29/97; Class C: 9/29/97; Class I: 10/1/09
††	Returns are cumulative since inception of the share class on 10/1/09.
1	Average Annual Total Returns do not include the 5.75% maximum sales charge for Class A shares or the applicable contingent deferred sales charge (CDSC) for Class B and Class C shares. If sales charges were deducted, the returns would be lower. SEC Average Annual Total Returns for Class A reflect the maximum 5.75% sales charge. SEC returns for Class B shares reflect the applicable CDSC based on the following schedule: 5% — 1st and 2nd years; 4% — 3rd year; 3% — 4th year; 2% — 5th year; 1% — 6th year. SEC returns for Class C reflect a 1% CDSC for the first year. Class I shares are offered to certain investors at net asset value.

Total Annual
Operating Expenses2	Class A			Class B			Class C			Class I
Expense Ratio		1.27	%		2.02	%		2.02	%		1.02	%

2	Source: Prospectus dated 3/1/09, as supplemented.
*	Source: Lipper Inc. Class A of the Fund commenced investment operations on 9/25/97.
	A $10,000 hypothetical investment at net asset value in Class B shares and Class C shares on 10/31/99 would have been valued at $8,288 and $8,289, respectively, on 10/31/09. A $10,000 hypothetical investment at net asset value in Class I shares on 10/1/09 (commencement of operations) would have been valued at $9,614 on 10/31/09. It is not possible to invest directly in an Index. The Indices’ total returns do not reflect commissions or expenses that would have been incurred if an investor individually purchased or sold the securities represented in the Indices.

Past performance is no guarantee of future results. Returns are historical and are calculated by determining the percentage change in net asset value or offering price (as applicable) with all distributions reinvested. Investment return and principal value will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Performance is for the stated time period only; due to market volatility, the Fund’s current performance may be lower or higher than the quoted return. For performance as of the most recent month end, please refer to www.eatonvance.com.

3

Eaton Vance Tax-Managed Small-Cap Fund as of October 31, 2009

FUND PERFORMANCE

“Return Before Taxes” does not take into consideration shareholder taxes. It is most relevant to tax-free or tax-deferred shareholder accounts. “Return After Taxes on Distributions” reflects the impact of federal income taxes due on Fund distributions of dividends and capital gains. It is most relevant to taxpaying shareholders who continue to hold their shares. “Return After Taxes on Distributions and Sale of Fund Shares” also reflects the impact of taxes on capital gain or loss realized upon a sale of shares. It is most relevant to taxpaying shareholders who sell their shares.

Average Annual Total Returns
(For the periods ended October 31, 2009)

Returns at Net Asset Value (NAV) (Class A)

	One Year			Five Years			Ten Years
Return Before Taxes		11.10	%		4.34	%		-1.12	%
Return After Taxes on Distributions		11.10			4.34			-1.12
Return After Taxes on Distributions and Sale of Fund Shares		7.22			3.73			-0.95

Returns at Public Offering Price (POP) (Class A)

	One Year			Five Years			Ten Years
Return Before Taxes		4.74	%		3.10	%		-1.71	%
Return After Taxes on Distributions		4.74			3.10			-1.71
Return After Taxes on Distributions and Sale of Fund Shares		3.08			2.66			-1.43

Average Annual Total Returns
(For the periods ended October 31, 2009)

Returns at Net Asset Value (NAV) (Class C)

	One Year			Five Years			Ten Years
Return Before Taxes		10.35	%		3.58	%		-1.86	%
Return After Taxes on Distributions		10.35			3.58			-1.86
Return After Taxes on Distributions and Sale of Fund Shares		6.73			3.07			-1.56

Returns at Public Offering Price (POP) (Class C)

	One Year			Five Years			Ten Years
Return Before Taxes		9.35	%		3.58	%		-1.86	%
Return After Taxes on Distributions		9.35			3.58			-1.86
Return After Taxes on Distributions and Sale of Fund Shares		6.08			3.07			-1.56

Average Annual Total Returns
(For the periods ended October 31, 2009)

Returns at Net Asset Value (NAV) (Class B)

	One Year			Five Years			Ten Years
Return Before Taxes		10.31	%		3.57	%		-1.86	%
Return After Taxes on Distributions		10.31			3.57			-1.86
Return After Taxes on Distributions and Sale of Fund Shares		6.70			3.06			-1.56

Returns at Public Offering Price (POP) (Class B)

	One Year			Five Years			Ten Years
Return Before Taxes		5.31	%		3.22	%		-1.86	%
Return After Taxes on Distributions		5.31			3.22			-1.86
Return After Taxes on Distributions and Sale of Fund Shares		3.45			2.76			-1.56

Class A of the Fund commenced investment operations on 9/25/97, and Class B and Class C of the Fund commenced investment operations on 9/29/97. Class I after-tax returns were not provided because the class has less than a full year of operations. Returns at Public Offering Price (POP) reflect the deduction of the maximum initial sales charge and applicable CDSC, while Returns at Net Asset Value (NAV) do not.

After-tax returns are calculated using certain assumptions. After-tax returns are calculated using the highest historical individual federal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on a shareholder’s tax situation and the actual characterization of distributions and may differ from those shown. After-tax returns are not relevant to shareholders who hold shares in tax-deferred accounts or to shares held by non-taxable entities. Return After Taxes on Distributions for a period may be the same as Return Before Taxes for the same period because no taxable distributions were made during that period, or because the taxable portion of distributions made during the period was insignificant. Return After Taxes on Distributions and Sale of Fund Shares for a period may be greater than or equal to Return After Taxes on Distributions for the same period because of losses realized on the sale of Fund shares.

Past performance is no guarantee of future results. Returns are historical and are calculated by determining the percentage change in net asset value or offering price (as applicable) with all distributions reinvested. Investment return and principal value will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Performance is for the stated time period only; due to market volatility, the Fund’s current performance may be lower or higher than the quoted return. For performance as of the most recent month end, please refer to www.eatonvance.com.

4

Eaton Vance Tax-Managed Small-Cap Fundas of October 31, 2009

FUND EXPENSES

Example: As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchases and redemption fees (if applicable); and (2) ongoing costs, including management fees; distribution or service fees; and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 2009 – October 31, 2009).

Actual Expenses: The first section of the table below provides information about actual account values and actual expenses. You may use the information in this section, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first section under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes: The second section of the table below provides information about hypothetical account values and hypothetical expenses based on the actual Fund expense ratio and an assumed rate of return of 5% per year (before expenses), which is not the actual return of the Fund. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in your Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads) or redemption fees (if applicable). Therefore, the second section of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would be higher.

Eaton Vance Tax-Managed Small-Cap Fund

	Beginning Account Value		Ending Account Value		Expenses Paid During Period
	(5/1/09)		(10/31/09)		(5/1/09 – 10/31/09)
Actual*
Class A		$1,000.00		$1,184.00		$7.60
Class B		$1,000.00		$1,181.00		$11.71
Class C		$1,000.00		$1,180.50		$11.71
Class I		$1,000.00		$961.40		$0.99
Hypothetical**
(5% return per year before expenses)
Class A		$1,000.00		$1,018.20		$7.02
Class B		$1,000.00		$1,014.50		$10.82
Class C		$1,000.00		$1,014.50		$10.82
Class I		$1,000.00		$1,019.20		$6.06

*

Class I had not commenced operations as of May 1, 2009. Actual expenses are equal to the Fund’s annualized expense ratio of 1.38% for Class A shares, 2.13% for Class B shares, 2.13% for Class C shares and 1.19% for Class I shares, multiplied by the average account value over the period, multiplied by 184/365 for Class A, Class B and Class C (to reflect the one-half year period) and by 31/365 for Class I (to reflect the period from commencement of operations on October 1, 2009 to October 31, 2009). The Example assumes that the $1,000 was invested at the net asset value per share determined at the close of business on April 30, 2009 (September 30, 2009 for Class I). The Example reflects the expenses of both the Fund and the Portfolio.

**

Hypothetical expenses are equal to the Fund’s annualized expense ratio of 1.38% for Class A shares, 2.13% for Class B shares, 2.13% for Class C shares and 1.19% for Class I shares, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period). The Example assumes that the $1,000 was invested at the net asset value per share determined at the close of business on April 30, 2009 (September 30, 2009 for Class I). The Example reflects the expenses of both the Fund and the Portfolio.

5

Eaton Vance Tax-Managed Small-Cap Fundas of October 31, 2009

FINANCIAL STATEMENTS

Statement of Assets and Liabilities

As of October 31, 2009
Assets
Investment in Tax-Managed Small-Cap Portfolio, at value (identified cost, $106,700,385)	$	116,289,887
Receivable for Fund shares sold		199,609
Total assets	$	116,489,496
Liabilities
Payable for Fund shares redeemed	$	267,944
Payable to affiliates:
Distribution and service fees		45,766
Trustees’ fees		42
Accrued expenses		94,564
Total liabilities	$	408,316
Net Assets	$	116,081,180
Sources of Net Assets
Paid-in capital	$	195,582,414
Accumulated net realized loss from Portfolio		(89,090,736	)
Net unrealized appreciation from Portfolio		9,589,502
Total	$	116,081,180
Class A Shares
Net Assets	$	85,422,267
Shares Outstanding		7,293,532
Net Asset Value and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	11.71
Maximum Offering Price Per Share
(100 ¸ 94.25 of net asset value per share)	$	12.42
Class B Shares
Net Assets	$	5,805,108
Shares Outstanding		542,633
Net Asset Value and Offering Price Per Share*
(net assets ¸ shares of beneficial interest outstanding)	$	10.70
Class C Shares
Net Assets	$	22,931,139
Shares Outstanding		2,152,001
Net Asset Value and Offering Price Per Share*
(net assets ¸ shares of beneficial interest outstanding)	$	10.66
Class I Shares
Net Assets	$	1,922,666
Shares Outstanding		164,179
Net Asset Value, Offering Price and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	11.71

On sales of $50,000 or more, the offering price of Class A shares is reduced.

*  Redemption price per share is equal to the net asset value less any applicable contingent deferred sales charge.

Statement of Operations

For the Year Ended
October 31, 2009
Investment Income
Dividends allocated from Portfolio	$	763,594
Interest allocated from Portfolio		28,787
Expenses allocated from Portfolio		(793,529	)
Total investment loss from Portfolio	$	(1,148	)
Expenses
Distribution and service fees
Class A	$	194,205
Class B		75,707
Class C		206,519
Trustees’ fees and expenses		500
Custodian fee		26,222
Transfer and dividend disbursing agent fees		277,596
Legal and accounting services		24,061
Printing and postage		59,362
Registration fees		69,583
Miscellaneous		9,570
Total expenses	$	943,325
Net investment loss	$	(944,473	)
Realized and Unrealized Gain (Loss) from Portfolio
Net realized gain (loss) —
Investment transactions	$	(33,850,682	)
Net realized loss	$	(33,850,682	)
Change in unrealized appreciation (depreciation) —
Investments	$	45,441,750
Net change in unrealized appreciation (depreciation)	$	45,441,750
Net realized and unrealized gain	$	11,591,068
Net increase in net assets from operations	$	10,646,595

See notes to financial statements

6

Eaton Vance Tax-Managed Small-Cap Fundas of October 31, 2009

FINANCIAL STATEMENTS CONT’D

Statements of Changes in Net Assets

Increase (Decrease)	Year Ended			Year Ended
in Net Assets	October 31, 2009			October 31, 2008
From operations —
Net investment loss	$	(944,473	)	$	(1,450,030	)
Net realized gain (loss) from investment and foreign currency transactions		(33,850,682	)		3,208,056
Net change in unrealized appreciation (depreciation) from investments		45,441,750			(66,399,130	)
Net increase (decrease) in net assets from operations	$	10,646,595		$	(64,641,104	)
Transactions in shares of beneficial interest —
Proceeds from sale of shares
Class A	$	27,628,658		$	73,684,612
Class B		230,043			1,203,596
Class C		4,035,854			10,441,118
Class I		2,083,246			—
Cost of shares redeemed
Class A		(36,546,381	)		(26,016,142	)
Class B		(2,105,752	)		(5,497,834	)
Class C		(6,109,461	)		(6,125,683	)
Class I		(39,716	)		—
Net asset value of shares exchanged
Class A		4,438,358			11,907,223
Class B		(4,438,358	)		(11,907,223	)
Net increase (decrease) in net assets from Fund share transactions	$	(10,823,509	)	$	47,689,667
Net decrease in net assets	$	(176,914	)	$	(16,951,437	)
Net Assets
At beginning of year	$	116,258,094		$	133,209,531
At end of year	$	116,081,180		$	116,258,094

See notes to financial statements

7

Eaton Vance Tax-Managed Small-Cap Fundas of October 31, 2009

FINANCIAL STATEMENTS CONT’D

Financial Highlights

	Class A
	Year Ended October 31,
	2009			2008			2007			2006			2005
Net asset value — Beginning of year	$	10.540		$	16.140		$	12.520		$	10.300		$	9.470
Income (Loss) From Operations
Net investment loss(1)	$	(0.070	)(2)	$	(0.120	)	$	(0.117	)	$	(0.073	)	$	(0.105	)
Net realized and unrealized gain (loss)		1.240			(5.480	)		3.737			2.293			0.935
Total income (loss) from operations	$	1.170		$	(5.600	)	$	3.620		$	2.200		$	0.830
Net asset value — End of year	$	11.710		$	10.540		$	16.140		$	12.520		$	10.300
Total Return(3)		11.10	%		(34.70	)%		28.91	%		21.55	%		8.76	%
Ratios/Supplemental Data
Net assets, end of year (000’s omitted)	$	85,422		$	80,868		$	65,185		$	46,895		$	24,855
Ratios (as a percentage of average daily net assets):
Expenses(4)(5)		1.44	%		1.27	%		1.34	%		1.41	%(6)		1.44	%(6)
Net investment loss		(0.70	)%(2)		(0.80	)%		(0.82	)%		(0.63	)%		(1.04	)%
Portfolio Turnover of the Portfolio		95	%		93	%		78	%		99	%		223	%

(1)	Computed using average shares outstanding.
(2)	Net investment loss per share reflects special dividends allocated from the Portfolio which amounted to $0.008 per share. Excluding special dividends, the ratio of net investment loss to average daily net assets would have been (0.78)%.
(3)	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.
(4)	Includes the Fund’s share of the Portfolio���s allocated expenses.
(5)	Excludes the effect of custody fee credits, if any, of less than 0.005%.
(6)	The investment adviser waived a portion of its investment adviser fee (equal to less than 0.01% and 0.01% of average daily net assets for the years ended October 31, 2006 and 2005, respectively).

See notes to financial statements

8

Eaton Vance Tax-Managed Small-Cap Fundas of October 31, 2009

FINANCIAL STATEMENTS CONT’D

Financial Highlights

	Class B
	Year Ended October 31,
	2009			2008			2007			2006			2005
Net asset value — Beginning of year	$	9.700		$	14.950		$	11.690		$	9.680		$	8.980
Income (Loss) From Operations
Net investment loss(1)	$	(0.123	)(2)	$	(0.216	)	$	(0.205	)	$	(0.152	)	$	(0.170	)
Net realized and unrealized gain (loss)		1.123			(5.034	)		3.465			2.162			0.870
Total income (loss) from operations	$	1.000		$	(5.250	)	$	3.260		$	2.010		$	0.700
Net asset value — End of year	$	10.700		$	9.700		$	14.950		$	11.690		$	9.680
Total Return(3)		10.31	%		(35.12	)%		27.89	%		20.76	%		7.80	%
Ratios/Supplemental Data
Net assets, end of year (000’s omitted)	$	5,805		$	12,352		$	36,554		$	43,053		$	47,222
Ratios (as a percentage of average daily net assets):
Expenses(4)(5)		2.20	%		2.02	%		2.09	%		2.16	%(6)		2.19	%(6)
Net investment loss		(1.37	)%(2)		(1.55	)%		(1.56	)%		(1.40	)%		(1.79	)%
Portfolio Turnover of the Portfolio		95	%		93	%		78	%		99	%		223	%

(1)	Computed using average shares outstanding.
(2)	Net investment loss per share reflects special dividends allocated from the Portfolio which amounted to $0.011 per share. Excluding special dividends, the ratio of net investment loss to average daily net assets would have been (1.50)%.
(3)	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.
(4)	Includes the Fund’s share of the Portfolio’s allocated expenses.
(5)	Excludes the effect of custody fee credits, if any, of less than 0.005%.
(6)	The investment adviser waived a portion of its investment adviser fee (equal to less than 0.01% and 0.01% of average daily net assets for the years ended October 31, 2006 and 2005, respectively).

See notes to financial statements

9

Eaton Vance Tax-Managed Small-Cap Fundas of October 31, 2009

FINANCIAL STATEMENTS CONT’D

Financial Highlights

	Class C
	Year Ended October 31,
	2009			2008			2007			2006			2005
Net asset value — Beginning of year	$	9.660		$	14.900		$	11.650		$	9.650		$	8.940
Income (Loss) From Operations
Net investment loss(1)	$	(0.132	)(2)	$	(0.215	)	$	(0.206	)	$	(0.150	)	$	(0.170	)
Net realized and unrealized gain (loss)		1.132			(5.025	)		3.456			2.150			0.880
Total income (loss) from operations	$	1.000		$	(5.240	)	$	3.250		$	2.000		$	0.710
Net asset value — End of year	$	10.660		$	9.660		$	14.900		$	11.650		$	9.650
Total Return(3)		10.35	%		(35.17	)%		27.90	%		20.72	%		7.94	%
Ratios/Supplemental Data
Net assets, end of year (000’s omitted)	$	22,931		$	23,037		$	31,471		$	26,681		$	18,341
Ratios (as a percentage of average daily net assets):
Expenses(4)(5)		2.19	%		2.02	%		2.09	%		2.16	%(6)		2.19	%(6)
Net investment loss		(1.44	)%(2)		(1.55	)%		(1.57	)%		(1.38	)%		(1.79	)%
Portfolio Turnover of the Portfolio		95	%		93	%		78	%		99	%		223	%

(1)	Computed using average shares outstanding.
(2)	Net investment loss per share reflects special dividends allocated from the Portfolio which amounted to $0.008 per share. Excluding special dividends, the ratio of net investment loss to average daily net assets would have been (1.52)%.
(3)	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.
(4)	Excludes the effect of custody fee credits, if any, of less than 0.005%.
(5)	Includes the Fund’s share of the Portfolio’s allocated expenses.
(6)	The investment adviser waived a portion of its investment adviser fee (equal to less than 0.01% and 0.01% of average daily net assets for the years ended October 31, 2006 and 2005, respectively).

See notes to financial statements

10

Eaton Vance Tax-Managed Small-Cap Fundas of October 31, 2009

FINANCIAL STATEMENTS CONT’D

Financial Highlights

	Class I
	Period Ended
	October 31, 2009(1)
Net asset value — Beginning of period	$	12.180
Income (Loss) From Operations
Net investment loss(2)	$	(0.008	)
Net realized and unrealized loss		(0.462	)
Total loss from operations	$	(0.470	)
Net asset value — End of period	$	11.710
Total Return(3)		(3.86	)%(4)
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$	1,923
Ratios (as a percentage of average daily net assets):
Expenses(5)(6)		1.19	%(7)
Net investment loss		(0.79	)%(7)
Portfolio Turnover of the Portfolio		95	%(8)

(1)	For the period from the commencement of operations, October 1, 2009, to October 31, 2009.
(2)	Computed using average shares outstanding.
(3)	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested.
(4)	Not annualized.
(5)	Includes the Fund’s share of the Portfolio’s allocated expenses.
(6)	Excludes the effect of custody fee credits, if any, of less than 0.005%.
(7)	Annualized.
(8)	For the Portfolio’s year ended October 31, 2009.

See notes to financial statements

11

Eaton Vance Tax-Managed Small-Cap Fundas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS

1Significant Accounting Policies

Eaton Vance Tax-Managed Small-Cap Fund (the Fund) is a diversified series of Eaton Vance Mutual Funds Trust (the Trust). The Trust is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company. The Fund offers four classes of shares. Class A shares are generally sold subject to a sales charge imposed at time of purchase. Class B and Class C shares are sold at net asset value and are generally subject to a contingent deferred sales charge (see Note 5). Class I shares are sold at net asset value and are not subject to a sales charge. Class B shares automatically convert to Class A shares eight years after their purchase as described in the Fund’s prospectus. Each class represents a pro-rata interest in the Fund, but votes separately on class-specific matters and (as noted below) is subject to different expenses. Realized and unrealized gains and losses and net investment income and losses, other than class-specific expenses, are allocated daily to each class of shares based on the relative net assets of each class to the total net assets of the Fund. Each class of shares differs in its distribution plan and certain other class-specific expenses. The Fund invests all of its investable assets in interests in Tax-Managed Small-Cap Portfolio (the Portfolio), a New York trust, having the same investment objective and policies as the Fund. The value of the Fund’s investment in the Portfolio reflects the Fund’s proportionate interest in the net assets of the Portfolio (71.3% at October 31, 2009). The performance of the Fund is directly affected by the performance of the Portfolio. The financial statements of the Portfolio, including the portfolio of investments, are included elsewhere in this report and should be read in conjunction with the Fund’s financial statements.

The following is a summary of significant accounting policies of the Fund. The policies are in conformity with accounting principles generally accepted in the United States of America. A source of authoritative accounting principles applied in the preparation of the Fund’s financial statements is the Financial Accounting Standards Board (FASB) Accounting Standards Codification (the Codification), which superseded existing non-Securities and Exchange Commission accounting and reporting standards for interim and annual reporting periods ending after September 15, 2009. The adoption of the Codification for the current reporting period did not impact the Fund’s application of generally accepted accounting principles.

AInvestment Valuation — Valuation of securities by the Portfolio is discussed in Note 1A of the Portfolio’s Notes to Financial Statements, which are included elsewhere in this report.

BIncome — The Fund’s net investment income or loss consists of the Fund’s pro-rata share of the net investment income or loss of the Portfolio, less all actual and accrued expenses of the Fund.

CFederal Taxes — The Fund’s policy is to comply with the provisions of the Internal Revenue Code applicable to regulated investment companies and to distribute to shareholders each year substantially all of its net investment income, and all or substantially all of its net realized capital gains. Accordingly, no provision for federal income or excise tax is necessary.

At October 31, 2009, the Fund, for federal income tax purposes, had a capital loss carryforward of $91,471,354 which will reduce its taxable income arising from future net realized gains on investment transactions, if any, to the extent permitted by the Internal Revenue Code, and thus will reduce the amount of distributions to shareholders, which would otherwise be necessary to relieve the Fund of any liability for federal income or excise tax. Such capital loss carryforward will expire on October 31, 2010 ($57,501,413) and October 31, 2017 ($33,969,941).

As of October 31, 2009, the Fund had no uncertain tax positions that would require financial statement recognition, de-recognition, or disclosure. Each of the Fund’s federal tax returns filed in the 3-year period ended October 31, 2009 remains subject to examination by the Internal Revenue Service.

DExpenses — The majority of expenses of the Trust are directly identifiable to an individual fund. Expenses which are not readily identifiable to a specific fund are allocated taking into consideration, among other things, the nature and type of expense and the relative size of the funds.

EExpense Reduction — State Street Bank and Trust Company (SSBT) serves as custodian of the Fund. Pursuant to the custodian agreement, SSBT receives a fee reduced by credits, which are determined based on the average daily cash balance the Fund maintains with SSBT. All credit balances, if any, used to reduce the Fund’s custodian fees are reported as a reduction of expenses in the Statement of Operations.

FUse 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.

12

Eaton Vance Tax-Managed Small-Cap Fundas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

GIndemnifications — Under the Trust’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 Fund, and shareholders are indemnified against personal liability for the obligations of the Trust. Additionally, in the normal course of business, the Fund enters into agreements with service providers that may contain indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred.

HOther — Investment transactions are accounted for on a trade date basis. Dividends to shareholders are recorded on the ex-dividend date.

2Distributions to Shareholders

It is the present policy of the Fund to make at least one distribution annually (normally in December) of all or substantially all of its net investment income and to distribute annually all or substantially all of its net realized capital gains (reduced by available capital loss carryforwards from prior years, if any). Distributions are declared separately for each class of shares. Shareholders may reinvest income and capital gain distributions in additional shares of the same class of the Fund at the net asset value as of the ex-dividend date or, at the election of the shareholder, receive distributions in cash. The Fund distinguishes between distributions on a tax basis and a financial reporting basis. Accounting principles generally accepted in the United States of America require that only distributions in excess of tax basis earnings and profits be reported in the financial statements as a return of capital. Permanent differences between book and tax accounting relating to distributions are reclassified to paid-in capital. For tax purposes, distributions from short-term capital gains are considered to be from ordinary income.

During the year ended October 31, 2009, accumulated net realized loss was decreased by $42,030,467, accumulated net investment loss was decreased by $944,473 and paid-in capital was decreased by $42,974,940 due to differences between book and tax accounting, primarily for net operating losses and expired capital loss carryforwards. These reclassifications had no effect on the net assets or net asset value per share of the Fund.

As of October 31, 2009, the components of distributable earnings (accumulated losses) and unrealized appreciation (depreciation) on a tax basis were as follows:

Capital loss carryforward	$	(91,471,354	)
Net unrealized appreciation	$	11,970,120

The differences between components of distributable earnings (accumulated losses) on a tax basis and the amounts reflected in the Statement of Assets and Liabilities are primarily due to wash sales and partnership allocations.

3Transactions with Affiliates

Eaton Vance Management (EVM) serves as the administrator to the Fund, but receives no compensation. The Portfolio has engaged Boston Management and Research (BMR), a subsidiary of EVM, to render investment advisory services. See Note 2 of the Portfolio’s Notes to Financial Statements which are included elsewhere in this report.

EVM serves as the sub-transfer agent of the Fund and receives from the transfer agent an aggregate fee based upon the actual expenses incurred by EVM in the performance of these services. For the year ended October 31, 2009, EVM earned $15,521 in sub-transfer agent fees. The Fund was informed that Eaton Vance Distributors, Inc. (EVD), an affiliate of EVM and the Fund’s principal underwriter, received $5,098 as its portion of the sales charge on sales of Class A shares for the year ended October 31, 2009. EVD also received distribution and service fees from Class A, Class B and Class C shares (see Note 4) and contingent deferred sales charges (see Note 5).

Except for Trustees of the Fund and the Portfolio who are not members of EVM’s or BMR’s organizations, officers and Trustees receive remuneration for their services to the Fund out of the investment adviser fee. Certain officers and Trustees of the Fund and the Portfolio are officers of the above organizations.

4Distribution Plans

The Fund has in effect a distribution plan for Class A shares (Class A Plan) pursuant to Rule 12b-1 under the 1940 Act. The Class A Plan provides that the Fund will pay EVD a distribution and service fee of 0.25% per annum of its average daily net assets attributable to Class A shares for distribution services and facilities provided to the Fund by EVD, as well as for personal services and/or the maintenance of shareholder accounts. Distribution and service fees paid or accrued to EVD for the year ended October 31, 2009 amounted to $194,205 for Class A shares.

The Fund also has in effect distribution plans for Class B shares (Class B Plan) and Class C shares (Class C Plan) pursuant to Rule 12b-1 under the 1940 Act. The Class B and Class C Plans require the Fund to pay EVD amounts equal to 0.75% per annum of its average daily net assets attributable to Class B and Class C shares for providing ongoing distribution services and facilities to the Fund. The Fund will automatically discontinue payments to EVD during any period in which there are no outstanding

13

Eaton Vance Tax-Managed Small-Cap Fundas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

Uncovered Distribution Charges, which are equivalent to the sum of (i) 6.25% of the aggregate amount received by the Fund for Class B and Class C shares sold, plus (ii) interest calculated by applying the rate of 1% over the prevailing prime rate to the outstanding balance of Uncovered Distribution Charges of EVD of each respective class, reduced by the aggregate amount of contingent deferred sales charges (see Note 5) and amounts theretofore paid or payable to EVD by each respective class. For the year ended October 31, 2009, the Fund paid or accrued to EVD $56,780 and $154,889 for Class B and Class C shares, respectively, representing 0.75% of the average daily net assets of Class B and Class C shares. At October 31, 2009, the amounts of Uncovered Distribution Charges of EVD calculated under the Class B and Class C Plans were approximately $6,939,000 and $11,542,000, respectively.

The Class B and Class C Plans also authorize the Fund to make payments of service fees to EVD, financial intermediaries and other persons in amounts not exceeding 0.25% per annum of its average daily net assets attributable to that class. Service fees paid or accrued are for personal services and/or the maintenance of shareholder accounts. They are separate and distinct from the sales commissions and distribution fees payable to EVD and, as such, are not subject to automatic discontinuance when there are no outstanding Uncovered Distribution Charges of EVD. Service fees paid or accrued for the year ended October 31, 2009 amounted to $18,927 and $51,630 for Class B and Class C shares, respectively.

5Contingent Deferred Sales Charges

A contingent deferred sales charge (CDSC) generally is imposed on redemptions of Class B shares made within six years of purchase and on redemptions of Class C shares made within one year of purchase. Class A shares may be subject to a 1% CDSC if redeemed within 18 months of purchase (depending on the circumstances of purchase). Generally, the CDSC is based upon the lower of the net asset value at date of redemption or date of purchase. No charge is levied on shares acquired by reinvestment of dividends or capital gain distributions. The CDSC for Class B shares is imposed at declining rates that begin at 5% in the case of redemptions in the first and second year after purchase, declining one percentage point each subsequent year. Class C shares are subject to a 1% CDSC if redeemed within one year of purchase. No CDSC is levied on shares which have been sold to EVM or its affiliates or to their respective employees or clients and may be waived under certain other limited conditions. CDSCs received on Class B and Class C redemptions are paid to EVD to reduce the amount of Uncovered Distribution Charges calculated under the Fund’s Class B and Class C Plans. CDSCs received on Class B and Class C redemptions when no Uncovered Distribution Charges exist are credited to the Fund. For the year ended October 31, 2009, the Fund was informed that EVD received approximately $1,000, $11,000 and $8,000 of CDSCs paid by Class A, Class B and Class C shareholders, respectively.

6Investment Transactions

For the year ended October 31, 2009, increases and decreases in the Fund’s investment in the Portfolio aggregated $28,259,129 and $38,453,518, respectively.

7Shares of Beneficial Interest

The Fund’s Declaration of Trust permits the Trustees to issue an unlimited number of full and fractional shares of beneficial interest (without par value). Such shares may be issued in a number of different series (such as the Fund) and classes. Transactions in Fund shares were as follows:

	Year Ended October 31,
Class A	2009			2008
Sales		2,798,413			4,818,451
Redemptions		(3,652,390	)		(1,974,673	)
Exchange from Class B shares		477,705			786,797
Net increase (decrease)		(376,272	)		3,630,575
	Year Ended October 31,
Class B	2009			2008
Sales		26,007			83,828
Redemptions		(236,086	)		(402,480	)
Exchange to Class A shares		(520,465	)		(852,798	)
Net decrease		(730,544	)		(1,171,450	)
	Year Ended October 31,
Class C	2009			2008
Sales		457,619			745,999
Redemptions		(689,785	)		(474,322	)
Net increase (decrease)		(232,166	)		271,677
	Period Ended
Class I	October 31, 2009(1)
Sales		167,481
Redemptions		(3,302	)
Net increase		164,179

(1) Class I commenced operations on October 1, 2009.

14

Eaton Vance Tax-Managed Small-Cap Fundas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

8Review for Subsequent Events

In connection with the preparation of the financial statements of the Fund as of and for the year ended October 31, 2009, events and transactions subsequent to October 31, 2009 through December 15, 2009, the date the financial statements were issued, have been evaluated by the Fund’s management for possible adjustment and/or disclosure. Management has not identified any subsequent events requiring financial statement disclosure as of the date these financial statements were issued.

15

Eaton Vance Tax-Managed Small-Cap Fundas of October 31, 2009

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Trustees of Eaton Vance Mutual Funds Trust
and Shareholders of Eaton Vance Tax-Managed
Small-Cap Fund:

We have audited the accompanying statement of assets and liabilities of Eaton Vance Tax-Managed Small-Cap Fund (the “Fund”) (one of the funds constituting Eaton Vance Mutual Funds Trust), as of October 31, 2009, 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 financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the 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 financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Eaton Vance Tax-Managed Small-Cap Fund as of October 31, 2009, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 15, 2009

16

Tax-Managed Small-Cap Portfolioas of October 31, 2009

PORTFOLIO OF INVESTMENTS

Common Stocks — 95.8%
Security	Shares		Value
Aerospace & Defense — 1.7%
Alliant Techsystems, Inc.(1)		34,770	$	2,704,411
			$	2,704,411
Air Freight & Logistics — 0.8%
Hub Group, Inc., Class A(1)		54,450	$	1,353,627
			$	1,353,627
Auto Components — 0.8%
Dana Holding Corp.(1)		217,580	$	1,231,503
			$	1,231,503
Beverages — 1.0%
Central European Distribution Corp.(1)		52,610	$	1,636,697
			$	1,636,697
Biotechnology — 0.7%
Martek Biosciences Corp.(1)		67,410	$	1,210,684
			$	1,210,684
Building Products — 1.6%
Armstrong World Industries, Inc.(1)		68,270	$	2,543,058
			$	2,543,058
Capital Markets — 2.4%
Affiliated Managers Group, Inc.(1)		42,590	$	2,704,039
Artio Global Investors, Inc.(1)		53,280		1,252,613
			$	3,956,652
Chemicals — 3.3%
Calgon Carbon Corp.(1)		173,140	$	2,742,538
Terra Industries, Inc.		83,130		2,641,040
			$	5,383,578
Commercial Banks — 0.3%
Iberiabank Corp.		7,040	$	304,902
Sterling Bancshares, Inc.		36,770		204,809
			$	509,711
Commercial Services & Supplies — 2.3%
Bowne & Co., Inc.(1)		181,389	$	1,184,470
Clean Harbors, Inc.(1)		45,010		2,540,815
			$	3,725,285
Communications Equipment — 1.9%
Brocade Communications Systems, Inc.(1)		354,420	$	3,040,924
			$	3,040,924
Computers & Peripherals — 1.7%
Stratasys, Inc.(1)		178,205	$	2,812,075
			$	2,812,075
Construction & Engineering — 3.3%
Foster Wheeler AG(1)		83,890	$	2,348,081
Shaw Group, Inc. (The)(1)		38,900		998,174
Tutor Perini Corp.(1)		112,970		1,993,921
			$	5,340,176
Distributors — 1.5%
LKQ Corp.(1)		144,860	$	2,501,732
			$	2,501,732
Electronic Equipment, Instruments & Components — 5.1%
FLIR Systems, Inc.(1)		111,180	$	3,091,916
National Instruments Corp.		102,830		2,745,561
Trimble Navigation, Ltd.(1)		120,680		2,530,659
			$	8,368,136
Energy Equipment & Services — 4.5%
CARBO Ceramics, Inc.		59,400	$	3,468,366
Dril-Quip, Inc.(1)		61,870		3,006,263
Superior Well Services, Inc.(1)		86,370		916,386
			$	7,391,015
Food Products — 3.2%
Corn Products International, Inc.		93,780	$	2,642,720
Ralcorp Holdings, Inc.(1)		47,440		2,547,528
			$	5,190,248

See notes to financial statements

17

Tax-Managed Small-Cap Portfolioas of October 31, 2009

PORTFOLIO OF INVESTMENTS CONT’D

Security	Shares			Value
Health Care Equipment & Supplies — 3.8%
IDEXX Laboratories, Inc.(1)		49,940		$	2,552,933
West Pharmaceutical Services, Inc.		31,970			1,261,856
Wright Medical Group, Inc.(1)		148,750			2,417,187
				$	6,231,976
Health Care Providers & Services — 1.5%
VCA Antech, Inc.(1)		101,390		$	2,415,110
				$	2,415,110
Hotels, Restaurants & Leisure — 3.1%
Bally Technologies, Inc.(1)		67,420	��	$	2,655,674
Scientific Games Corp., Class A(1)		165,910			2,334,353
				$	4,990,027
Household Durables — 1.0%
Tempur-Pedic International, Inc.(1)		86,160		$	1,668,919
				$	1,668,919
Household Products — 2.0%
Church & Dwight Co., Inc.		57,440		$	3,267,187
				$	3,267,187
Insurance — 1.5%
HCC Insurance Holdings, Inc.		93,440		$	2,465,882
				$	2,465,882
Internet Software & Services — 1.2%
Akamai Technologies, Inc.(1)		85,270		$	1,875,940
				$	1,875,940
IT Services — 3.5%
Euronet Worldwide, Inc.(1)		138,860		$	3,284,039
ManTech International Corp., Class A(1)		55,650			2,440,809
				$	5,724,848
Life Sciences Tools & Services — 0.7%
Bruker Corp.(1)		111,610		$	1,209,852
				$	1,209,852
Machinery — 0.7%
Bucyrus International, Inc.		26,590		$	1,181,128
				$	1,181,128
Media — 1.1%
Arbitron, Inc.		85,160		$	1,846,269
				$	1,846,269
Metals & Mining — 4.2%
IAMGOLD Corp.		267,220		$	3,513,943
Walter Energy, Inc.		55,470			3,244,995
				$	6,758,938
Multi-Utilities — 1.4%
CMS Energy Corp.		174,570		$	2,321,781
				$	2,321,781
Multiline Retail — 1.6%
Big Lots, Inc.(1)		106,540		$	2,668,827
				$	2,668,827
Oil, Gas & Consumable Fuels — 5.3%
Brigham Exploration Co.(1)		202,940		$	1,927,930
Petrohawk Energy Corp.(1)		54,230			1,275,490
Pioneer Natural Resources Co.		43,360			1,782,529
Range Resources Corp.		41,535			2,078,827
SandRidge Energy, Inc.(1)		159,520			1,631,890
				$	8,696,666
Paper & Forest Products — 1.5%
Schweitzer-Mauduit International, Inc.		46,580		$	2,405,857
				$	2,405,857
Personal Products — 3.7%
Chattem, Inc.(1)		41,710		$	2,643,163
Mead Johnson Nutrition Co., Class A		79,590			3,345,963
				$	5,989,126
Pharmaceuticals — 3.3%
King Pharmaceuticals, Inc.(1)		200,950		$	2,035,623
Perrigo Co.		90,610			3,369,786
				$	5,405,409

See notes to financial statements

18

Tax-Managed Small-Cap Portfolioas of October 31, 2009

PORTFOLIO OF INVESTMENTS CONT’D

Security	Shares		Value
Professional Services — 3.0%
FTI Consulting, Inc.(1)		63,610	$	2,595,924
Robert Half International, Inc.		97,710		2,266,872
			$	4,862,796
Road & Rail — 2.5%
Genesee & Wyoming, Inc., Class A(1)		42,430	$	1,230,894
Kansas City Southern(1)		113,790		2,757,132
			$	3,988,026
Semiconductors & Semiconductor Equipment — 4.4%
Atheros Communications, Inc.(1)		45,900	$	1,130,058
Cirrus Logic, Inc.(1)		240,280		1,162,955
Teradyne, Inc.(1)		224,018		1,875,031
Tessera Technologies, Inc.(1)		88,230		1,950,765
Varian Semiconductor Equipment Associates, Inc.(1)		39,600		1,124,244
			$	7,243,053
Software — 3.6%
Sybase, Inc.(1)		83,229	$	3,292,539
Synopsys, Inc.(1)		115,200		2,534,400
			$	5,826,939
Specialty Retail — 3.1%
Advance Auto Parts, Inc.		58,060	$	2,163,316
Hibbett Sports, Inc.(1)		65,360		1,224,846
Jo-Ann Stores, Inc.(1)		61,820		1,645,648
			$	5,033,810
Textiles, Apparel & Luxury Goods — 2.0%
Hanesbrands, Inc.(1)		154,163	$	3,333,004
			$	3,333,004
Total Common Stocks
(identified cost $134,354,350)			$	156,310,882
Private Placements — 0.0%
Security	Shares		Value
Metals & Mining — 0.0%
Nevada Pacific Mining Co.(1)(2)(3)		80,000	$	0
			$	0
Total Private Placements
(identified cost $80,000)			$	0
Special Warrants — 0.1%
Security	Shares		Value
Metals & Mining — 0.1%
Western Exploration and Development, Ltd.(1)(2)(3)		600,000	$	90,000
			$	90,000
Total Special Warrants
(identified cost $480,000)			$	90,000
Short-Term Investments — 3.3%
	Interest
Description	(000’s omitted)		Value
Cash Management Portfolio, 0.00%(4)		5,432		5,431,653
Total Short-Term Investments
(identified cost $5,431,653)			$	5,431,653
Total Investments — 99.2%
(identified cost $140,346,003)			$	161,832,535
Other Assets, Less Liabilities — 0.8%			$	1,223,757
Net Assets — 100.0%			$	163,056,292

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

(1)	Non-income producing security.
(2)	Restricted security.
(3)	Security valued at fair value using methods determined in good faith by or at the direction of the Trustees of the Portfolio.
(4)	Affiliated investment company available to Eaton Vance portfolios and funds which invests in high quality, U.S. dollar denominated money market instruments. The rate shown is the annualized seven-day yield as of October 31, 2009.

See notes to financial statements

19

Tax-Managed Small-Cap Portfolioas of October 31, 2009

FINANCIAL STATEMENTS

Statement of Assets and Liabilities

As of October 31, 2009
Assets
Unaffiliated investments, at value (identified cost, $134,914,350)	$	156,400,882
Affiliated investment, at value (identified cost, $5,431,653)		5,431,653
Dividends receivable		15,807
Receivable for investments sold		2,312,498
Total assets	$	164,160,840
Liabilities
Payable for investments purchased	$	919,686
Payable to affiliates:
Investment adviser fee		91,906
Trustees’ fees		540
Accrued expenses		92,416
Total liabilities	$	1,104,548
Net Assets applicable to investors’ interest in Portfolio	$	163,056,292
Sources of Net Assets
Net proceeds from capital contributions and withdrawals	$	141,569,760
Net unrealized appreciation		21,486,532
Total	$	163,056,292

Statement of Operations

For the Year Ended
October 31, 2009
Investment Income
Dividends	$	1,047,720
Interest income allocated from affiliated investment		39,391
Expenses allocated from affiliated investment		(22,051	)
Total investment income	$	1,065,060
Expenses
Investment adviser fee	$	891,659
Trustees’ fees and expenses		6,603
Custodian fee		109,801
Legal and accounting services		53,519
Miscellaneous		8,344
Total expenses	$	1,069,926
Net investment loss	$	(4,866	)
Realized and Unrealized Gain (Loss)
Net realized gain (loss) —
Investment transactions	$	(44,312,234	)
Net realized loss	$	(44,312,234	)
Change in unrealized appreciation (depreciation) —
Investments	$	60,538,806
Net change in unrealized appreciation (depreciation)	$	60,538,806
Net realized and unrealized gain	$	16,226,572
Net increase in net assets from operations	$	16,221,706

See notes to financial statements

20

Tax-Managed Small-Cap Portfolioas of October 31, 2009

FINANCIAL STATEMENTS CONT’D

Statements of Changes in Net Assets

Increase (Decrease)	Year Ended			Year Ended
in Net Assets	October 31, 2009			October 31, 2008
From operations —
Net investment loss	$	(4,866	)	$	(507,854	)
Net realized gain (loss) from investment and foreign currency transactions		(44,312,234	)		5,110,744
Net change in unrealized appreciation (depreciation) from investments		60,538,806			(89,195,076	)
Net increase (decrease) in net assets from operations	$	16,221,706		$	(84,592,186	)
Capital transactions —
Contributions	$	29,224,452		$	92,270,609
Withdrawals		(39,532,379	)		(38,574,422	)
Net increase (decrease) in net assets from capital transactions	$	(10,307,927	)	$	53,696,187
Net increase (decrease) in net assets	$	5,913,779		$	(30,895,999	)
Net Assets
At beginning of year	$	157,142,513		$	188,038,512
At end of year	$	163,056,292		$	157,142,513

See notes to financial statements

21

Tax-Managed Small-Cap Portfolioas of October 31, 2009

FINANCIAL STATEMENTS CONT’D

Supplementary Data

	Year Ended October 31,
	2009			2008			2007			2006			2005
Ratios/Supplemental Data
Ratios (as a percentage of average daily net assets):
Expenses(1)		0.75	%		0.74	%		0.74	%		0.74	%(2)		0.74	%(2)
Net investment income (loss)		(0.00	)%(3)(4)		(0.27	)%		(0.22	)%		0.01	%		(0.34	)%
Portfolio Turnover		95	%		93	%		78	%		99	%		223	%
Total Return		11.86	%		(34.33	)%		29.67	%		22.33	%		9.52	%
Net assets, end of year (000’s omitted)	$	163,056		$	157,143		$	188,039		$	159,050		$	153,121

(1)	Excludes the effect of custody fee credits, if any, of less than 0.005%.
(2)	The investment adviser waived a portion of its investment adviser fee (equal to less than 0.01% and 0.01% of average daily net assets for the years ended October 31, 2006 and 2005, respectively).
(3)	Amount is less than (0.005)%.
(4)	Excluding special dividends, the ratio of net investment loss to average daily net assets would have been (0.09)%.

See notes to financial statements

22

Tax-Managed Small-Cap Portfolioas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS

1Significant Accounting Policies

Tax-Managed Small-Cap Portfolio (the Portfolio) is a New York trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as a diversified, open-end management investment company. The Portfolio’s investment objective is to achieve long-term, after-tax returns by investing in a diversified portfolio of publicly traded equity securities of small-cap companies. The Declaration of Trust permits the Trustees to issue interests in the Portfolio. At October 31, 2009, Eaton Vance Tax-Managed Small-Cap Fund and Eaton Vance Tax-Managed Equity Asset Allocation Fund held an interest of 71.3% and 28.6%, 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 source of authoritative accounting principles applied in the preparation of the Portfolio’s financial statements is the Financial Accounting Standards Board (FASB) Accounting Standards Codification (the Codification), which superseded existing non-Securities and Exchange Commission accounting and reporting standards for interim and annual reporting periods ending after September 15, 2009. The adoption of the Codification for the current reporting period did not impact the Portfolio’s application of generally accepted accounting principles.

AInvestment Valuation — Equity securities (including common shares of closed-end investment companies) listed on a U.S. securities exchange generally are valued at the last sale price on the day of valuation or, if no sales took place on such date, at the mean between the closing bid and asked prices therefore on the exchange where such securities are principally traded. Equity securities listed on the NASDAQ Global or Global Select Market generally are valued at the NASDAQ official closing price. Unlisted or listed securities for which closing sales prices or closing quotations are not available are valued at the mean between the latest available bid and asked prices or, in the case of preferred equity securities that are not listed or traded in the over-the-counter market, by a third party pricing service that will use various techniques that consider factors including, but not limited to, prices or yields of securities with similar characteristics, benchmark yields, broker/dealer quotes, quotes of underlying common stock, issuer spreads, as well as industry and economic events. Short-term debt securities with a remaining maturity of sixty days or less are generally valued at amortized cost, which approximates market value. Foreign securities and currencies are valued in U.S. dollars, based on foreign currency exchange rate quotations supplied by a third party pricing service. The pricing service uses a proprietary model to determine the exchange rate. Inputs to the model include reported trades and implied bid/ask spreads. The daily valuation of exchange-traded foreign securities generally is determined as of the close of trading on the principal exchange on which such securities trade. Events occurring after the close of trading on foreign exchanges may result in adjustments to the valuation of foreign securities to more accurately reflect their fair value as of the close of regular trading on the New York Stock Exchange. When valuing foreign equity securities that meet certain criteria, the Trustees have approved the use of a fair value service that values such securities to reflect market trading that occurs after the close of the applicable foreign markets of comparable securities or other instruments that have a strong correlation to the fair-valued securities. Investments for which valuations or market quotations are not readily available or are deemed unreliable are valued at fair value using methods determined in good faith by or at the direction of the Trustees of the Portfolio in a manner that most fairly reflects the security’s value, or the amount that the Portfolio might reasonably expect to receive for the security upon its current sale in the ordinary course. Each such determination is based on a consideration of all relevant factors, which are likely to vary from one pricing context to another. These factors may include, but are not limited to, the type of security, the existence of any contractual restrictions on the security’s disposition, the price and extent of public trading in similar securities of the issuer or of comparable companies 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.

The Portfolio may invest in Cash Management Portfolio (Cash Management), an affiliated investment company managed by Boston Management and Research (BMR), a subsidiary of Eaton Vance Management (EVM). Cash Management generally values its investment securities utilizing the amortized cost valuation technique permitted by Rule 2a-7 of the 1940 Act, pursuant to which Cash Management must comply with certain conditions. This technique involves initially valuing a portfolio security at its cost and thereafter assuming a constant amortization to maturity of any discount or premium. If amortized cost is determined not to approximate fair value, Cash Management may value its investment securities based on available market quotations provided by a third party pricing service.

BInvestment 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.

23

Tax-Managed Small-Cap Portfolioas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

CIncome — Dividend income is recorded on the ex-dividend date for dividends received in cash and/or securities. However, if the ex-dividend date has passed, certain dividends from foreign securities are recorded as the Portfolio is informed of the ex-dividend date. Withholding taxes on foreign dividends and capital gains have been provided for in accordance with the Portfolio’s understanding of the applicable countries’ tax rules and rates. Interest income is recorded on the basis of interest accrued, adjusted for amortization of premium or accretion of discount.

DFederal 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 October 31, 2009, the Portfolio had no uncertain tax positions that would require financial statement recognition, de-recognition, or disclosure. Each of the Portfolio’s federal tax returns filed in the 3-year period ended October 31, 2009 remains subject to examination by the Internal Revenue Service.

EExpense 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.

FForeign Currency Translation — Investment valuations, other assets, and liabilities initially expressed in foreign currencies are translated each business day into U.S. dollars based upon current exchange rates. Purchases and sales of foreign investment securities and income and expenses denominated in foreign currencies are translated into U.S. dollars based upon currency exchange rates in effect on the respective dates of such transactions. Recognized gains or losses on investment transactions attributable to changes in foreign currency exchange rates are recorded for financial statement purposes as net realized gains and losses on investments. That portion of unrealized gains and losses on investments that results from fluctuations in foreign currency exchange rates is not separately disclosed.

GUse 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.

HIndemnifications — 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.

2Investment Adviser Fee and Other Transactions with Affiliates

The investment adviser fee is earned by BMR as compensation for investment advisory services rendered to the Portfolio. The fee is computed at an annual rate of 0.625% of the Portfolio’s average daily net assets up to $500 million and at reduced rates as daily net assets exceed that level, and is payable monthly. The portion of the adviser fee payable by Cash Management on the Portfolio’s investment of cash therein is credited against the Portfolio’s investment adviser fee. For the year ended October 31, 2009, the Portfolio’s investment adviser fee totaled $912,564 of which $20,905 was allocated from Cash Management and $891,659 was paid or accrued directly by the Portfolio. For the year ended October 31, 2009, the Portfolio’s investment adviser fee, including the portion allocated from Cash Management, was 0.625% of the Portfolio’s average daily net assets.

Except for Trustees of the Portfolio who are not members of EVM’s or BMR’s organizations, officers and Trustees

24

Tax-Managed Small-Cap Portfolioas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

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 year ended October 31, 2009, no significant amounts have been deferred. Certain officers and Trustees of the Portfolio are officers of the above organizations.

3Purchases and Sales of Investments

Purchases and sales of investments, other than short-term obligations, aggregated $136,153,494 and $147,914,326, respectively, for the year ended October 31, 2009.

4Federal Income Tax Basis of Investments

The cost and unrealized appreciation (depreciation) of investments of the Portfolio at October 31, 2009, as determined on a federal income tax basis, were as follows:

Aggregate cost	$	140,614,627
Gross unrealized appreciation	$	28,143,581
Gross unrealized depreciation		(6,925,673	)
Net unrealized appreciation	$	21,217,908

5Restricted Securities

At October 31, 2009, the Portfolio owned the following securities (representing less than 0.1% of net assets) which were restricted as to public resale and not registered under the Securities Act of 1933 (excluding Rule 144A securities). The Portfolio has various registration rights (exercisable under a variety of circumstances) with respect to these securities. The value of these securities is determined based on valuations provided by brokers when available, or if not available, they are valued at fair value using methods determined in good faith by or at the direction of the Trustees.

	Date of
Description	Acquisition		Shares		Cost		Value
Private Placements
Nevada Pacific Mining Co.		12/21/98		80,000	$	80,000	$	0
					$	80,000	$	0
Special Warrants
Western Exploration and Development, Ltd.		12/21/98		600,000	$	480,000	$	90,000
					$	480,000	$	90,000
Total Restricted Securities							$	90,000

6Line of Credit

The Portfolio participates with other portfolios and funds managed by EVM and its affiliates in a $450 million unsecured line of credit agreement with a group of banks. Borrowings are made by the Portfolio solely to facilitate the handling of unusual and/or unanticipated short-term cash requirements. Interest is charged to the Portfolio based on its borrowings at an amount above either the Eurodollar rate or Federal Funds rate. In addition, a fee computed at an annual rate of 0.10% on the daily unused portion of the line of credit is allocated among the participating portfolios and funds at the end of each quarter. The Portfolio did not have any significant borrowings or allocated fees during the year ended October 31, 2009.

7Fair Value Measurements

The Portfolio adopted FASB Statement of Financial Accounting Standards No. 157 (FAS 157), “Fair Value Measurements”, (currently FASB Accounting Standards Codification (ASC) 820-10), effective November 1, 2008. Such standard established a three-tier hierarchy to prioritize the assumptions, referred to as inputs, used in valuation techniques to measure fair value. The three-tier hierarchy of inputs is summarized in the three broad levels listed below.

•  Level 1 – quoted prices in active markets for identical investments

•  Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

•  Level 3 – significant unobservable inputs (including a fund’s own assumptions in determining the fair value of investments)

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

At October 31, 2009, the inputs used in valuing the Portfolio’s investments, which are carried at value, were as follows:

25

Tax-Managed Small-Cap Portfolioas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

	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	$	156,310,882	$	—	$	—	$	156,310,882
Private Placements		—		—		0		0
Special Warrants		—		—		90,000		90,000
Short-Term Investments		5,431,653		—		—		5,431,653
Total Investments	$	161,742,535	$	—	$	90,000	$	161,832,535

The level classification by major category of investments is the same as the category presentation in the Portfolio of Investments.

The following is a reconciliation of Level 3 assets for which significant unobservable inputs were used to determine fair value:

				Investments in
	Investments in			Special
	Private Placements			Warrants			Total
Balance as of October 31, 2008	$	56,000		$	180,000		$	236,000
Realized gains (losses)		—			—			—
Change in net unrealized appreciation (depreciation)*		(56,000	)		(90,000	)		(146,000	)
Net purchases (sales)		—			—			—
Accrued discount (premium)		—			—			—
Net transfers to (from) Level 3		—			—			—
Balance as of October 31, 2009	$	0		$	90,000		$	90,000
Change in net unrealized appreciation (depreciation) on investments still held as of October 31, 2009*	$	(56,000	)	$	(90,000	)	$	(146,000	)

* Amount is included in the related amount on investments in the Statement of Operations.

8Review for Subsequent Events

In connection with the preparation of the financial statements of the Portfolio as of and for the year ended October 31, 2009, events and transactions subsequent to October 31, 2009 through December 15, 2009, the date the financial statements were issued, have been evaluated by the Portfolio’s management for possible adjustment and/or disclosure. Management has not identified any subsequent events requiring financial statement disclosure as of the date these financial statements were issued.

26

Tax-Managed Small-Cap Portfolioas of October 31, 2009

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Trustees and Investors of
Tax-Managed Small-Cap Portfolio:

We have audited the accompanying statement of assets and liabilities of Tax-Managed Small-Cap Portfolio (the “Portfolio”), including the portfolio of investments, as of October 31, 2009, 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 five years in the period then ended. These financial statements and supplementary data are the responsibility of the Portfolio’s management. Our responsibility is to express an opinion on these financial statements and supplementary data based on our audits.

We conducted our audits in accordance with the 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. The Portfolio is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Portfolio’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of October 31, 2009, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and supplementary data referred to above present fairly, in all material respects, the financial position of Tax-Managed Small-Cap Portfolio as of October 31, 2009, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the supplementary data for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 15, 2009

27

Eaton Vance Tax-Managed Small-Cap 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 27, 2009, the Board, including a majority of the Independent Trustees, voted to approve continuation of existing advisory and sub-advisory agreements for the Eaton Vance Funds for an additional one-year period. In voting its approval, the Board relied upon the affirmative recommendation of the Contract Review Committee of the Board (formerly the Special Committee), which is a committee comprised exclusively of Independent Trustees. Prior to making its recommendation, the Contract Review Committee reviewed information furnished for a series of meetings of the Contract Review Committee held in February, March and April 2009. Such information included, among other things, the following:

Information about Fees, Performance and Expenses

•  An independent report comparing the advisory and related fees paid by each fund with fees paid by comparable funds;

•  An independent report comparing each fund’s total expense ratio and its components to comparable funds;

•  An independent report comparing the investment performance of each fund to the investment performance of comparable funds over various time periods;

•  Data regarding investment performance in comparison to relevant peer groups of funds and appropriate indices;

•  Comparative information concerning fees charged by each adviser for managing other mutual funds and institutional accounts using investment strategies and techniques similar to those used in managing the fund;

•  Profitability analyses for each adviser with respect to each fund;

Information about Portfolio Management

•  Descriptions of the investment management services provided to each fund, including the investment strategies and processes employed, and any changes in portfolio management processes and personnel;

•  Information concerning the allocation of brokerage and the benefits received by each adviser as a result of brokerage allocation, including information concerning the acquisition of research through “soft dollar” benefits received in connection with the funds’ brokerage, and the implementation of a soft dollar reimbursement program established with respect to the funds;

•  Data relating to portfolio turnover rates of each fund;

•  The procedures and processes used to determine the fair value of fund assets and actions taken to monitor and test the effectiveness of such procedures and processes;

Information about each Adviser

•  Reports detailing the financial results and condition of each adviser;

•  Descriptions of the qualifications, education and experience of the individual investment professionals whose responsibilities include portfolio management and investment research for the funds, and information relating to their compensation and responsibilities with respect to managing other mutual funds and investment accounts;

•  Copies of the Codes of Ethics of each adviser and its affiliates, together with information relating to compliance with and the administration of such codes;

•  Copies of or descriptions of each adviser’s proxy voting policies and procedures;

•  Information concerning the resources devoted to compliance efforts undertaken by each adviser and its affiliates on behalf of the funds (including descriptions of various compliance programs) and their record of compliance with investment policies and restrictions, including policies with respect to market-timing, late trading and selective portfolio disclosure, and with policies on personal securities transactions;

•  Descriptions of the business continuity and disaster recovery plans of each adviser and its affiliates;

Other Relevant Information

•  Information concerning the nature, cost and character of the administrative and other non-investment management services provided by Eaton Vance Management and its affiliates;

•  Information concerning management of the relationship with the custodian, subcustodians and fund accountants by each adviser or the funds’ administrator; and

•  The terms of each advisory agreement.

28

Eaton Vance Tax-Managed Small-Cap 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, 2009, the Board met eighteen times and the Contract Review Committee, the Audit Committee, the Governance Committee, the Portfolio Management Committee and the Compliance Reports and Regulatory Matters Committee, each of which is a Committee comprised solely of Independent Trustees, met seven, five, six, six and six times, respectively. At such meetings, the Trustees received, among other things, presentations by the portfolio managers and other investment professionals of each adviser relating to the investment performance of each fund and the investment strategies used in pursuing the fund’s investment objective.

For funds that invest through one or more underlying portfolios, the Board considered similar information about the portfolio(s) when considering the approval of advisory agreements. In addition, in cases where the fund’s investment adviser has engaged a sub-adviser, the Board considered similar information about the sub-adviser when considering the approval of any sub-advisory agreement.

The Contract Review Committee was assisted throughout the contract review process by Goodwin Procter LLP, legal counsel for the Independent Trustees. The members of the Contract Review Committee relied upon the advice of such counsel and their own business judgment in determining the material factors to be considered in evaluating each advisory and sub-advisory agreement and the weight to be given to each such factor. The conclusions reached with respect to each advisory and sub-advisory agreement were based on a comprehensive evaluation of all the information provided and not any single factor. Moreover, each member of the Contract Review Committee may have placed varying emphasis on particular factors in reaching conclusions with respect to each advisory and sub-advisory agreement.

Results of the Process

Based on its consideration of the foregoing, and such other information as it deemed relevant, including the factors and conclusions described below, the Contract Review Committee concluded that the continuance of the investment advisory agreement of Tax-Managed Small-Cap Portfolio (formerly, Tax-Managed Small-Cap Growth Portfolio) (the “Portfolio”), the portfolio in which Eaton Vance Tax-Managed Small-Cap Fund (formerly, Eaton Vance Tax-Managed Small-Cap Growth Fund) (the “Fund”) invests, with Boston Management and Research (the “Adviser”), including its fee structure, is in the interests of shareholders and, therefore, the Contract Review Committee recommended to the Board approval of the agreement. The Board accepted the recommendation of the Contract Review Committee as well as the factors considered and conclusions reached by the Contract Review Committee with respect to the agreement. Accordingly, the Board, including a majority of the Independent Trustees, voted to approve continuation of the investment advisory agreement for the Portfolio.

Nature, Extent and Quality of Services

In considering whether to approve the investment advisory agreement of the Portfolio, the Board evaluated the nature, extent and quality of services provided to the Portfolio by the Adviser.

The Board considered the Adviser’s management capabilities and investment process with respect to the types of investments held by the Portfolio, including the education, experience and number of its investment professionals and other personnel who provide portfolio management, investment research, and similar services to the Portfolio. The Board specifically noted the Adviser’s in-house equity research capabilities and experience in managing funds that seek to maximize after-tax returns. The Board also took into account the resources dedicated to portfolio management and other services, including the compensation paid to recruit and retain investment personnel, and the time and attention devoted to the Portfolio by senior management.

The Board also reviewed the compliance programs of the Adviser and relevant affiliates thereof. Among other matters, the Board considered compliance and reporting matters relating to personal trading by investment personnel, selective disclosure of portfolio holdings, late trading, frequent trading, portfolio valuation, business continuity and the allocation of investment opportunities. The Board also evaluated the responses of the Adviser and its affiliates to requests from regulatory authorities such as the Securities and Exchange Commission and the Financial Industry Regulatory Authority.

The Board considered shareholder and other administrative services provided or managed by Eaton Vance Management and its affiliates, including transfer agency and accounting services. The Board evaluated the benefits to shareholders of investing in a fund that is a part of a large family of funds, including the ability, in many cases, to exchange an investment among different funds without incurring additional sales charges.

The Board considered the Adviser’s recommendations for Board action and other steps taken in response to the unprecedented dislocations experienced in the capital markets over recent periods, including sustained periods of high volatility, credit disruption and government intervention. In particular, the Board considered the Adviser’s efforts and expertise with respect to each of the following

29

Eaton Vance Tax-Managed Small-Cap Fund

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

matters as they relate to the Fund and/or other funds within the Eaton Vance family of funds: (i) negotiating and maintaining the availability of bank loan facilities and other sources of credit used for investment purposes or to satisfy liquidity needs; (ii) establishing the fair value of securities and other instruments held in investment portfolios during periods of market volatility and issuer-specific disruptions; and (iii) the ongoing monitoring of investment management processes and risk controls.

After consideration of the foregoing factors, among others, the Board concluded that the nature, extent and quality of services provided by the Adviser, taken as a whole, are appropriate and consistent with the terms of the investment advisory agreement.

Fund Performance

The Board compared the Fund’s investment performance to a relevant universe of similarly managed funds identified by an independent data provider and appropriate benchmark indices. The Board reviewed comparative performance data for the one-, three-, five- and ten-year periods ended September 30, 2008 for the Fund. The Board concluded that performance of the Fund was satisfactory.

Management Fees and Expenses

The Board reviewed contractual investment advisory fee rates payable, including any administrative fee rates, payable by the Portfolio and the Fund (referred to as “management fees”). As part of its review, the Board considered the management fees and the Fund’s total expense ratio for the year ended September 30, 2008, as compared to a group of similarly managed funds selected by an independent data provider.

After reviewing the foregoing information, and in light of the nature, extent and quality of the services provided by the Adviser, the Board concluded that the management fees charged for advisory and related services and the Fund’s total expense ratio are reasonable.

Profitability

The Board reviewed the level of profits realized by the Adviser and relevant affiliates thereof in providing investment advisory and administrative services to the Portfolio, the Fund and to all Eaton Vance Funds as a group. The Board considered the level of profits realized without regard to revenue sharing or other payments by the Adviser and its affiliates to third parties in respect of distribution services. The Board also considered other direct or indirect benefits received by the Adviser and its affiliates in connection with its relationship with the Portfolio and the Fund, including the benefits of research services that may be available to the Adviser as a result of securities transactions effected for the Portfolio and other advisory clients.

The Board concluded that, in light of the foregoing factors and the nature, extent and quality of the services rendered, the profits realized by the Adviser and its affiliates are reasonable.

Economies of Scale

In reviewing management fees and profitability, the Board also considered the extent to which the Adviser and its affiliates, on the one hand, and the Fund, on the other hand, can expect to realize benefits from economies of scale as the assets of the Fund and the Portfolio increase. The Board acknowledged the difficulty in accurately measuring the benefits resulting from the economies of scale with respect to the management of any specific fund or group of funds. The Board reviewed data summarizing the increases and decreases in the assets of the Fund and of all Eaton Vance Funds as a group over various time periods, and evaluated the extent to which the total expense ratio of the Fund and the profitability of the Adviser and its affiliates may have been affected by such increases or decreases. Based upon the foregoing, the Board concluded that the benefits from economies of scale are currently being shared equitably by the Adviser and its affiliates and the Fund. The Board also concluded that, assuming reasonably foreseeable increases in the assets of the Portfolio, the structure of the Portfolio advisory fee, which includes breakpoints at several asset levels, can be expected to cause the Adviser and its affiliates and the Fund and the Portfolio to continue to share such benefits equitably.

30

Eaton Vance Tax-Managed Small-Cap Fund

MANAGEMENT AND ORGANIZATION

Fund Management. The Trustees of Eaton Vance Mutual Funds Trust (the Trust) and Tax-Managed Small-Cap 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 Two International Place, Boston, Massachusetts 02110. 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, “Parametric” refers to Parametric Portfolio Associates LLC and “EVD” refers to Eaton Vance Distributors, Inc. EVC and EV are the corporate parent and trustee, respectively, of EVM and BMR. EVD is the Fund’s principal underwriter, the Portfolio’s placement agent and a wholly-owned subsidiary of EVC. Each officer affiliated with Eaton Vance may hold a position with other Eaton Vance affiliates that is comparable to his and her position with EVM listed below.

	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
Thomas E. Faust Jr. 5/31/58	Trustee and President of the Trust	Trustee since 2007 and President of the Trust since 2002	Chairman, Chief Executive Officer and President of EVC, Director and President of EV, Chief Executive Officer and President of EVM and BMR, and Director of EVD. Trustee and/or officer of 176 registered investment companies and 4 private investment companies managed by EVM or BMR. Mr. Faust is an interested person because of his positions with EVM, BMR, EVD, EVC and EV, which are affiliates of the Trust and Portfolio.		176	Director of EVC
Noninterested Trustees
Benjamin C. Esty 1/2/63	Trustee	Since 2005	Roy and Elizabeth Simmons Professor of Business Administration and Finance Unit Head, Harvard University Graduate School of Business Administration.		176	None
Allen R. Freedman 4/3/40	Trustee	Since 2007	Former Chairman (2002-2004) and a Director (1983-2004) of Systems & Computer Technology Corp. (provider of software to higher education). Formerly, a Director of Loring Ward International (fund distributor) (2005-2007). Formerly, Chairman and a Director of Indus International, Inc. (provider of enterprise management software to the power generating industry) (2005-2007).		176	Director of Assurant, Inc. (insurance provider) and Stonemor Partners, L.P. (owner and operator of cemeteries)
William H. Park 9/19/47	Trustee	Since 2003	Vice Chairman, Commercial Industrial Finance Corp. (specialty finance company) (since 2006). Formerly, President and Chief Executive Officer, Prizm Capital Management, LLC (investment management firm) (2002-2005).		176	None
Ronald A. Pearlman 7/10/40	Trustee	Since 2003	Professor of Law, Georgetown University Law Center.		176	None
Helen Frame Peters 3/22/48	Trustee	Since 2008	Professor of Finance, Carroll School of Management, Boston College. Adjunct Professor of Finance, Peking University, Beijing, China (since 2005).		176	Director of BJ’s Wholesale Club, Inc. (wholesale club retailer)
Heidi L. Steiger 7/8/53	Trustee	Since 2007	Managing Partner, Topridge Associates LLC (global wealth management firm) (since 2008); Senior Advisor (since 2008), President (2005-2008), Lowenhaupt Global Advisors, LLC (global wealth management firm). Formerly, President and Contributing Editor, Worth Magazine (2004-2005). Formerly, Executive Vice President and Global Head of Private Asset Management (and various other positions), Neuberger Berman (investment firm) (1986-2004).		176	Director of Nuclear Electric Insurance Ltd. (nuclear insurance provider), Aviva USA (insurance provider) and CIFG (family of financial guaranty companies) and Advisory Director of Berkshire Capital Securities LLC (private investment banking firm)

31

Eaton Vance Tax-Managed Small-Cap Fund

MANAGEMENT AND ORGANIZATION CONT’D

	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
Noninterested Trustees (continued)
Lynn A. Stout 9/14/57	Trustee	Since 1998	Paul Hastings Professor of Corporate and Securities Law (since 2006) and Professor of Law (2001-2006), University of California at Los Angeles School of Law.		176	None
Ralph F. Verni 1/26/43	Chairman of the Board and Trustee	Chairman of the Board since 2007 and Trustee since 2005	Consultant and private investor.		176	None

Principal Officers who are not Trustees

	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
William H. Ahern, Jr. 7/28/59	Vice President of the Trust	Since 1995	Vice President of EVM and BMR. Officer of 76 registered investment companies managed by EVM or BMR.
John R. Baur 2/10/70	Vice President of the Trust	Since 2008	Vice President of EVM and BMR. Previously, attended Johnson Graduate School of Management, Cornell University (2002-2005), and prior thereto he was an Account Team Representative in Singapore for Applied Materials, Inc. Officer of 35 registered investment companies managed by EVM or BMR.
Michael A. Cirami 12/24/75	Vice President of the Trust	Since 2008	Vice President of EVM and BMR. Officer of 35 registered investment companies managed by EVM or BMR.
Cynthia J. Clemson 3/2/63	Vice President of the Trust	Since 2005	Vice President of EVM and BMR. Officer of 92 registered investment companies managed by EVM or BMR.
Charles B. Gaffney 12/4/72	Vice President of the Trust	Since 2007	Director of Equity Research and a Vice President of EVM and BMR. Officer of 32 registered investment companies managed by EVM or BMR.
Christine M. Johnston 11/9/72	Vice President of the Trust	Since 2007	Vice President of EVM and BMR. Officer of 37 registered investment companies managed by EVM or BMR.
Aamer Khan 6/7/60	Vice President of the Trust	Since 2005	Vice President of EVM and BMR. Officer of 35 registered investment companies managed by EVM or BMR.
Thomas H. Luster 4/8/62	Vice President of the Trust	Since 2006	Vice President of EVM and BMR. Officer of 54 registered investment companies managed by EVM or BMR.
Robert B. MacIntosh 1/22/57	Vice President of the Trust	Since 1998	Vice President of EVM and BMR. Officer of 91 registered investment companies managed by EVM or BMR.
Jeffrey A. Rawlins 10/6/61	Vice President of the Trust	Since 2009	Vice President of EVM and BMR. Previously, a Managing Director of the Fixed Income Group at State Street Research and Management (1989-2005). Officer of 31 registered investment companies managed by EVM or BMR.
Duncan W. Richardson 10/26/57	Vice President of the Trust and President of the Portfolio	Vice President of the Trust since 2001 and President of the Portfolio since 2002	Director of EVC and Executive Vice President and Chief Equity Investment Officer of EVC, EVM and BMR. Officer of 82 registered investment companies managed by EVM or BMR.
Judith A. Saryan 8/21/54	Vice President of the Trust	Since 2003	Vice President of EVM and BMR. Officer of 51 registered investment companies managed by EVM or BMR.
Susan Schiff 3/13/61	Vice President of the Trust	Since 2002	Vice President of EVM and BMR. Officer of 37 registered investment companies managed by EVM or BMR.
Thomas Seto 9/27/62	Vice President of the Trust	Since 2007	Vice President and Director of Portfolio Management of Parametric. Officer of 32 registered investment companies managed by EVM or BMR.

32

Eaton Vance Tax-Managed Small-Cap Fund

MANAGEMENT AND ORGANIZATION CONT’D

	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
Principal Officers who are not Trustees (continued)
David M. Stein 5/4/51	Vice President of the Trust	Since 2007	Managing Director and Chief Investment Officer of Parametric. Officer of 32 registered investment companies managed by EVM or BMR.
Dan R. Strelow 5/27/59	Vice President of the Trust	Since 2009	Vice President of EVM and BMR since 2005. Previously, a Managing Director (since 1988) and Chief Investment Officer (since 2001) of the Fixed Income Group at State Street Research and Management. Officer of 31 registered investment companies managed by EVM or BMR.
Nancy B. Tooke 10/25/46	Vice President of the Portfolio	Since 2006	Vice President of EVM and BMR. Previously, Senior Managing Director and small- and mid-cap core portfolio manager with ForstmannLeff Associates (2004-2006). Previously, Executive Vice President and portfolio manager with Schroder Investment Management North America, Inc. (1994-2004). Officer of 3 registered investment companies managed by EVM or BMR.
Mark S. Venezia 5/23/49	Vice President of the Trust	Since 2007	Vice President of EVM and BMR. Officer of 38 registered investment companies managed by EVM or BMR.
Adam A. Weigold 3/22/75	Vice President of the Trust	Since 2007	Vice President of EVM and BMR. Officer of 69 registered investment companies managed by EVM or BMR.
Barbara E. Campbell 6/19/57	Treasurer	Treasurer of the Trust since 2005 and of the Portfolio since 2008	Vice President of EVM and BMR. Officer of 176 registered investment companies managed by EVM or BMR.
Maureen A. Gemma 5/24/60	Secretary and Chief Legal Officer	Secretary since 2007 and Chief Legal Officer since 2008	Vice President of EVM and BMR. Officer of 176 registered investment companies managed by EVM or BMR.
Paul M. O’Neil 7/11/53	Chief Compliance Officer	Since 2004	Vice President of EVM and BMR. Officer of 176 registered investment companies managed by EVM or BMR.

(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 on Eaton Vance’s website at www.eatonvance.com or by calling 1-800-262-1122.

33

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Investment Adviser of Tax-Managed Small-Cap Portfolio

Boston Management and Research

Two International Place

Boston, MA 02110

Administrator of Eaton Vance Tax-Managed Small-Cap Fund

Eaton Vance Management

Two International Place

Boston, MA 02110

Principal Underwriter*

Eaton Vance Distributors, Inc.

Two International Place

Boston, MA 02110

(617) 482-8260

Custodian

State Street Bank and Trust Company

200 Clarendon Street

Boston, MA 02116

Transfer Agent

PNC Global Investment Servicing

Attn: Eaton Vance Funds

P.O. Box 9653

Providence, RI 02940-9653

(800) 262-1122

Independent Registered Public Accounting Firm

Deloitte & Touche LLP

200 Berkeley Street

Boston, MA 02116-5022

Eaton Vance Tax-Managed Small-Cap Fund

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.

130-12/09 MGSRC

Annual Report October 31 , 2009 EATON VANCE TAX-MANAGED SMALL-CAP VALUE FUND

IMPORTANT NOTICES REGARDING PRIVACY,
DELIVERY OF SHAREHOLDER DOCUMENTS,
PORTFOLIO HOLDINGS AND PROXY VOTING

Privacy. The Eaton Vance organization is committed to ensuring your financial privacy. Each of the financial institutions identified below has in effect the following policy (Privacy Policy) with respect to nonpublic personal information about its customers:

•  Only such information received from you, through application forms or otherwise, and information about your Eaton Vance fund transactions will be collected. This may include information such as name, address, social security number, tax status, account balances and transactions.

•  None of such information about you (or former customers) will be disclosed to anyone, except as permitted by law (which includes disclosure to employees necessary to service your account). In the normal course of servicing a customer’s account, Eaton Vance may share information with unaffiliated third parties that perform various required services such as transfer agents, custodians and broker/dealers.

•  Policies and procedures (including physical, electronic and procedural safeguards) are in place that are designed to protect the confidentiality of such information.

•  We reserve the right to change our Privacy Policy at any time upon proper notification to you. Customers may want to review our Privacy Policy periodically for changes by accessing the link on our homepage: www.eatonvance.com.

Our pledge of privacy applies to the following entities within the Eaton Vance organization: the Eaton Vance Family of Funds, Eaton Vance Management, Eaton Vance Investment Counsel, Boston Management and Research, and Eaton Vance Distributors, Inc.

In addition, our Privacy Policy applies only to those Eaton Vance customers who are individuals and who have a direct relationship with us. If a customer’s account (i.e., fund shares) is held in the name of a third-party financial adviser/broker-dealer, it is likely that only such adviser’s privacy policies apply to the customer. This notice supersedes all previously issued privacy disclosures.

For more information about Eaton Vance’s Privacy Policy, please call 1-800-262-1122.

Delivery of Shareholder Documents. The Securities and Exchange Commission (the “SEC”) permits funds to deliver only one copy of shareholder documents, including prospectuses, proxy statements and shareholder reports, to fund investors with multiple accounts at the same residential or post office box address. This practice is often called “householding” and it helps eliminate duplicate mailings to shareholders.

Eaton Vance, or your financial adviser, may household the mailing of your documents indefinitely unless you instruct Eaton Vance, or your financial adviser, otherwise.

If you would prefer that your Eaton Vance documents not be householded, please contact Eaton Vance at 1-800-262-1122, or contact your financial adviser.

Your instructions that householding not apply to delivery of your Eaton Vance documents will be effective within 30 days of receipt by Eaton Vance or your financial adviser.

Portfolio Holdings. Each Eaton Vance Fund and its underlying Portfolio(s) will (if applicable) file a schedule of portfolio holdings on Form N-Q with the SEC for the first and third quarters of each fiscal year. The Form N-Q will be available on the Eaton Vance website at www.eatonvance.com, by calling Eaton Vance at 1-800-262-1122 or in the EDGAR database on the SEC’s website at www.sec.gov. Form N-Q may also be reviewed and copied at the SEC’s public reference room in Washington, D.C. (call 1-800-732-0330 for information on the operation of the public reference room).

Proxy Voting. From time to time, funds are required to vote proxies related to the securities held by the funds. The Eaton Vance Funds or their underlying Portfolios (if applicable) vote proxies according to a set of policies and procedures approved by the Funds’ and Portfolios’ Boards. You may obtain a description of these policies and procedures and information on how the Funds or Portfolios voted proxies relating to portfolio securities during the most recent 12 month period ended June 30, without charge, upon request, by calling 1-800-262-1122. This description is also available on the SEC’s website at www.sec.gov.

Eaton Vance Tax-Managed Small-Cap Value Fund as of October 31, 2009

M A N A G E M E N T ’ S  D I S C U S S I O N  O F  F U N D  P E R F O R M A N C E

Economic and Market Conditions

Gregory R. Greene, CFA
Lead Portfolio Manager

• Although global equity markets began the fiscal year ending October 31, 2009, on a downward trajectory, stocks bounced strongly off the bottom set in early March and staged a broad-based rally that continued through the end of the 12-month period. Last fall, on the verge of a possible collapse of the global financial system, risk-averse investors reacted by streaming to the sidelines, sending stocks into a dramatic decline. By late winter, however, fiscal and monetary interventions by governments around the world began to fuel optimism that the financial crisis would end and global economic growth might resume.

• Amid prospects for a better-than-expected 2009, investor risk appetite began to return, overcoming such lingering concerns as high consumer debt levels, rising unemployment and still-depressed home prices. Corporate profits also started showing improvement, benefiting from cost-cutting and easier earnings comparisons, which further supported the equity market’s rebound. Stocks that declined the most last fall, especially those lower-quality, cyclical issues farther out on the risk spectrum, tended to be those that recovered most quickly as the rally gained steam.

• From March through September 2009, the broad-based S&P 500 Index posted strong gains, with only a slight pull back in October ending a string of consecutive monthly gains. For the full one-year period that ended October 31, 2009, the S&P 500 posted a 9.80% return, while the blue-chip Dow Jones Industrial Average rose 7.76% and the technology-laden Nasdaq Composite Index soared 18.84%. The large-cap Russell 1000 Index returned 11.20%, while the small-cap Russell 2000 Index gained 6.46%.¹ In terms of investment styles, growth stocks widely outperformed their counterparts in the value space.

Past performance is no guarantee of future results. Returns are historical and are calculated by determining the percentage change in net asset value or offering price (as applicable) with all distributions reinvested. Investment return and principal value will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Performance is for the stated time period only; due to market volatility, the Fund’s current performance may be lower or higher than the quoted return. For performance as of the most recent month end, please refer to www.eatonvance.com.

Fund shares are not insured by the FDIC and are not deposits or other obligations of, or guaranteed by, any depository institution. Shares are subject to investment risks, including possible loss of principal invested.

Management Discussion

• For the year ending October 31, 2009, seven of the 10 sectors in the Russell 2000 Value Index (the Index) registered a modest absolute return that lagged the broader market.¹ Driven by an increase in infrastructure spending, the materials sector posted the strongest gains. The cyclical information technology and consumer discretionary sectors also performed well, early beneficiaries of renewed optimism that the financial crisis and economy had stabilized. Financials was the worst-performing sector for the Index, with shares of commercial banks in particular proving a drag on returns.

• The Fund² posted positive returns for the same period, solidly outperforming the Index (except for Class I shares, which had less than one year of performance). Financials contributed most to the Fund’s relative returns for the year, due to a significant underweight allocation as compared to the Index and stock selection in commercial banks. Good performance from two energy equipment and services stocks held by the Fund but not represented in the Index also helped performance,

Total Return Performance
10/31/08 — 10/31/09

Class A3	5.36	%
Class B3	4.56
Class C3	4.55
Class I3	-2.68	*
Russell 2000 Value Index1	1.96
Lipper Small-Cap Value Funds Average1	12.35

* Performance since share class inception on 10/1/09.

See pages 3 and 4 for more performance information, including after-tax returns.

1	It is not possible to invest directly in an Index or a Lipper Classification. The Index’s total return does not reflect commissions or expenses that would have been incurred if an investor individually purchased or sold the securities represented in the Indices. The Lipper total return is the average total return, at net asset value, of the funds that are in the same Lipper Classification as the Fund.
2	The Fund currently invests in a separately registered investment company, Tax-Managed Small-Cap Value Portfolio, with the same objective and policies as the Fund. References to investments are to the Portfolio’s holdings.
3	These returns do not include the 5.75% maximum sales charge for Class A shares or the applicable contingent deferred sales charge (CDSC) for Class B and Class C shares. If sales charges were deducted, the returns would be lower. Class I shares are offered to certain investors at net asset value. Absent an allocation of certain expenses to the administrator of the Fund and the sub-adviser of the Portfolio, the returns would be lower.

1

Eaton Vance Tax-Managed Small-Cap Value Fund as of October 31, 2009

M A N A G E M E N T ’ S  D I S C U S S I O N  O F  F U N D  P E R F O R M A N C E

as did an overweighting in the resurgent consumer discretionary sector.

• Fund performance relative to the Index was restrained by consumer staples stocks, particularly a food products company that had poorer-than-expected earnings. Health care stocks also detracted from performance, due to both an overweight allocation and stock selection. Stocks in the health care equipment and supplies industry were among the poorer performers. The Fund owned several names in this group that were not represented in the Index, dampening relative returns.

• We continue to be optimistic about the long-term prospects for the market but cautious in the short term. The snap-back recovery has brought the market far in a short period of time, and while we believe the market had been oversold, we now, as always, have to position the Fund for the future. As always, we remain committed to finding well managed, inexpensive companies with strong balance sheets and cash flow in order to achieve long-term, after-tax returns for Fund shareholders.

The views expressed throughout this report are those of the portfolio managers and are current only through the end of the period of the report as stated on the cover. These views are subject to change at any time based upon market or other conditions, and the investment adviser disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a fund are based on many factors, may not be relied on as an indication of trading intent on behalf of any Eaton Vance fund. Portfolio information provided in the report may not be representative of the Portfolio’s current or future investments and may change due to active management.

Portfolio Composition

Top 10 Holdings¹
By net assets

Washington Federal, Inc.	2.7	%
Cleco Corp.	2.5
MAXIMUS, Inc.	2.5
Gardner Denver, Inc.	2.5
Tupperware Brands Corp.	2.4
Teleflex, Inc.	2.3
West Pharmaceutical Services, Inc.	2.3
Prosperity Bancshares, Inc.	2.3
AptarGroup, Inc.	2.3
Trustmark Corp.	2.3

¹ Top 10 Holdings represented 24.1% of the Portfolio’s net assets as of 10/31/09. Excludes cash equivalents.

Sector Weightings²
By net assets

² As a percentage of the Portfolio’s net assets as of 10/31/09. Excludes cash equivalents.

2

Eaton Vance Tax-Managed Small-Cap Value Fund as of October 31, 2009

F U N D  P E R F O R M A N C E

The line graph and table set forth below provide information about the Fund’s performance. The line graph compares the performance of Class A of the Fund with that of the Russell 2000 Value Index, a market capitalization weighted index of small-capitalization stocks. The lines on the graph represent the total returns of a hypothetical investment of $10,000 in each of Class A and the Index. Class A total returns are presented at net asset value and maximum public offering price. The table includes the total returns of each Class of the Fund at net asset value and maximum public offering price. The performance presented below does not reflect the deduction of taxes, if any, that a shareholder would pay on distributions or redemptions of Fund shares.

Performance1	Class A			Class B			Class C			Class I
Share Class Symbol	ESVAX			ESVBX			ESVCX			ESVIX
Average Annual Total Returns (at net asset value)
One Year		5.36	%		4.56	%		4.55	%		N.A.
Five Years		3.03			2.26			2.26			N.A.
Life of Fund†		5.53			4.76			4.77			-2.68	††
SEC Average Annual Total Returns (including sales charge or applicable CDSC)
One Year		-0.66	%		-0.44	%		3.55	%		N.A.
Five Years		1.82			1.94			2.26			N.A.
Life of Fund†		4.71			4.76			4.77			-2.68	††

†	Inception date — Class A, Class B and Class C: 3/4/02; Class I: 10/1/09
††	Returns are cumulative since inception of the share class on 10/1/09.
1	Average Annual Total Returns do not include the 5.75% maximum sales charge for Class A shares or the applicable contingent deferred sales charge (CDSC) for Class B and Class C shares. If sales charges were deducted, the returns would be lower. SEC Average Annual Total Returns for Class A reflect the maximum 5.75% sales charge. SEC returns for Class B shares reflect the applicable CDSC based on the following schedule: 5% — 1st and 2nd years; 4% - - 3rd year; 3% — 4th year; 2% — 5th year; 1% — 6th year. SEC returns for Class C reflect a 1% CDSC for the first year. Class I shares are offered to certain investors at net asset value. Absent an allocation of expenses to the administrator of the Fund and the sub-adviser of the Portfolio, the returns would be lower.

Total Annual
Operating Expenses2	Class A			Class B			Class C			Class I
Gross Expense Ratio		1.97	%		2.72	%		2.72	%		1.72	%
Net Expense Ratio		1.65			2.40			2.40			1.40

2	Source: Prospectus dated 3/1/09, as supplemented 9/30/09. The Net Expense Ratio reflects a contractual expense reimbursement that continues through 4/30/10. Thereafter, the expense reimbursement may be changed or terminated at any time. Without this expense reimbursement, expenses would be higher.
*	Source: Lipper Inc. Class A of the Fund commenced investment operations on 3/4/02.

A $10,000 hypothetical investment at net asset value in Class B shares and Class C shares on 3/4/02 (commencement of operations) would have been valued at $14,282 and $14,292, respectively, on 10/31/09. A $10,000 hypothetical investment at net asset value in Class I shares on 10/1/09 (commencement of operations) would have been valued at $9,732 on 10/31/09. It is not possible to invest directly in an Index. The Index’s total return does not reflect commissions or expenses that would have been incurred if an investor individually purchased or sold the securities represented in the Index.

Past performance is no guarantee of future results. Returns are historical and are calculated by determining the percentage change in net asset value or offering price (as applicable) with all distributions reinvested. Investment return and principal value will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Performance is for the stated time period only; due to market volatility, the Fund’s current performance may be lower or higher than the quoted return. For performance as of the most recent month end, please refer to www.eatonvance.com.

3

Eaton Vance Tax-Managed Small-Cap Value Fund as of October 31, 2009

F U N D  P E R F O R M A N C E

“Return Before Taxes” does not take into consideration shareholder taxes. It is most relevant to tax-free or tax-deferred shareholder accounts. “Return After Taxes on Distributions” reflects the impact of federal income taxes due on Fund distributions of dividends and capital gains. It is most relevant to taxpaying shareholders who continue to hold their shares. “Return After Taxes on Distributions and Sale of Fund Shares” also reflects the impact of taxes on capital gain or loss realized upon a sale of shares. It is most relevant to taxpaying shareholders who sell their shares.

Average Annual Total Returns
(For the periods ended October 31, 2009)

Returns at Net Asset Value (NAV) (Class A)

	One Year			Five Years			Life of Fund
Return Before Taxes		5.36	%		3.03	%		5.53	%
Return After Taxes on Distributions		5.36			2.34			5.07
Return After Taxes on Distributions and Sale of Fund Shares		3.48			2.67			4.86

Returns at Public Offering Price (POP) (Class A)

	One Year			Five Years			Life of Fund
Return Before Taxes		-0.66	%		1.82	%		4.71	%
Return After Taxes on Distributions		-0.66			1.14			4.26
Return After Taxes on Distributions and Sale of Fund Shares		-0.43			1.62			4.14

Average Annual Total Returns
(For the periods ended October 31, 2009)

Returns at Net Asset Value (NAV) (Class B)

	One Year			Five Years			Life of Fund
Return Before Taxes		4.56	%		2.26	%		4.76	%
Return After Taxes on Distributions		4.56			1.56			4.29
Return After Taxes on Distributions and Sale of Fund Shares		2.96			2.02			4.19

Returns at Public Offering Price (POP) (Class B)

	One Year			Five Years			Life of Fund
Return Before Taxes		-0.44	%		1.94	%		4.76	%
Return After Taxes on Distributions		-0.44			1.22			4.29
Return After Taxes on Distributions and Sale of Fund Shares		-0.29			1.74			4.19

Average Annual Total Returns
(For the periods ended October 31, 2009)

Returns at Net Asset Value (NAV) (Class C)

	One Year			Five Years			Life of Fund
Return Before Taxes		4.55	%		2.26	%		4.77	%
Return After Taxes on Distributions		4.55			1.55			4.30
Return After Taxes on Distributions and Sale of Fund Shares		2.96			2.02			4.20

Returns at Public Offering Price (POP) (Class C)

	One Year			Five Years			Life of Fund
Return Before Taxes		3.55	%		2.26	%		4.77	%
Return After Taxes on Distributions		3.55			1.55			4.30
Return After Taxes on Distributions and Sale of Fund Shares		2.31			2.02			4.20

Class A, Class B and Class C of the Fund commenced investment operations on 3/4/02. Class I after-tax returns were not provided because the class has less than a full year of operations. Returns at Public Offering Price (POP) reflect the deduction of the maximum initial sales charge and applicable CDSC, while Returns at Net Asset Value (NAV) do not. Absent an allocation of certain expenses to the administrator of the Fund and the sub-adviser of the Portfolio, the returns would be lower.

After-tax returns are calculated using certain assumptions. After-tax returns are calculated using the highest historical individual federal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on a shareholder’s tax situation and the actual characterization of distributions and may differ from those shown. After-tax returns are not relevant to shareholders who hold shares in tax-deferred accounts or to shares held by non-taxable entities. Return After Taxes on Distributions for a period may be the same as Return Before Taxes for the same period because no taxable distributions were made during that period, or because the taxable portion of distributions made during the period was insignificant. Return After Taxes on Distributions and Sale of Fund Shares for a period may be greater than Return After Taxes on Distributions for the same period because of losses realized on the sale of Fund shares.

Past performance is no guarantee of future results. Returns are historical and are calculated by determining the percentage change in net asset value or offering price (as applicable) with all distributions reinvested. Investment return and principal value will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Performance is for the stated time period only; due to market volatility, the Fund’s current performance may be lower or higher than the quoted return. For performance as of the most recent month end, please refer to www.eatonvance.com.

4

Eaton Vance Tax-Managed Small-Cap Value Fundas of October 31, 2009

FUND EXPENSES

Example: As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchases and redemption fees (if applicable); and (2) ongoing costs, including management fees; distribution or service fees; and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 2009 – October 31, 2009).

Actual Expenses: The first section of the table below provides information about actual account values and actual expenses. You may use the information in this section, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first section under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes: The second section of the table below provides information about hypothetical account values and hypothetical expenses based on the actual Fund expense ratio and an assumed rate of return of 5% per year (before expenses), which is not the actual return of the Fund. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in your Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads) or redemption fees (if applicable). Therefore, the second section of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would be higher.

Eaton Vance Tax-Managed Small-Cap Value Fund

	Beginning Account Value		Ending Account Value		Expenses Paid During Period
	(5/1/09)		(10/31/09)		(5/1/09 – 10/31/09)
Actual*
Class A		$1,000.00		$1,174.20		$9.04	***
Class B		$1,000.00		$1,169.60		$13.12	***
Class C		$1,000.00		$1,169.40		$13.12	***
Class I		$1,000.00		$973.20		$1.17	***
Hypothetical**
(5% return per year before expenses)
Class A		$1,000.00		$1,016.90		$8.39	***
Class B		$1,000.00		$1,013.10		$12.18	***
Class C		$1,000.00		$1,013.10		$12.18	***
Class I		$1,000.00		$1,018.10		$7.12	***

*	Class I had not commenced operations as of May 1, 2009. Actual expenses are equal to the Fund’s annualized expense ratio of 1.65% for Class A shares, 2.40% for Class B shares, 2.40% for Class C shares and 1.40% for Class I shares, multiplied by the average account value over the period, multiplied by 184/365 for Class A, Class B and Class C (to reflect the one-half year period) and by 31/365 for Class I (to reflect the period from commencement of operations on October 1, 2009 to October 31, 2009). The Example assumes that the $1,000 was invested at the net asset value per share determined at the close of business on April 30, 2009 (September 30, 2009 for Class I). The Example reflects the expenses of both the Fund and the Portfolio.
**	Hypothetical expenses are equal to the Fund’s annualized expense ratio of 1.65% for Class A shares, 2.40% for Class B shares, 2.40% for Class C shares and 1.40% for Class I shares, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period). The Example assumes that the $1,000 was invested at the net asset value per share determined at the close of business on April 30, 2009. The Example reflects the expenses of both the Fund and the Portfolio.
***	Absent an allocation of certain expenses to the administrator of the Fund and the sub-adviser of the Portfolio, expenses would be higher.

5

Eaton Vance Tax-Managed Small-Cap Value Fundas of October 31, 2009

FINANCIAL STATEMENTS

Statement of Assets and Liabilities

As of October 31, 2009
Assets
Investment in Tax-Managed Small-Cap Value Portfolio, at value (identified cost, $26,754,494)	$	31,604,354
Receivable for Fund shares sold		76,886
Receivable from affiliate		28,806
Total assets	$	31,710,046
Liabilities
Payable for Fund shares redeemed	$	72,189
Payable to affiliates:
Administration fee		4,193
Distribution and service fees		12,922
Trustees’ fees		42
Accrued expenses		40,646
Total liabilities	$	129,992
Net Assets	$	31,580,054
Sources of Net Assets
Paid-in capital	$	28,547,734
Accumulated net realized loss from Portfolio		(1,817,540	)
Net unrealized appreciation from Portfolio		4,849,860
Total	$	31,580,054
Class A Shares
Net Assets	$	21,727,395
Shares Outstanding		1,810,551
Net Asset Value and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	12.00
Maximum Offering Price Per Share
(100 ¸ 94.25 of net asset value per share)	$	12.73
Class B Shares
Net Assets	$	2,638,253
Shares Outstanding		234,788
Net Asset Value and Offering Price Per Share*
(net assets ¸ shares of beneficial interest outstanding)	$	11.24
Class C Shares
Net Assets	$	6,317,462
Shares Outstanding		561,546
Net Asset Value and Offering Price Per Share*
(net assets ¸ shares of beneficial interest outstanding)	$	11.25
Class I Shares
Net Assets	$	896,944
Shares Outstanding		74,736
Net Asset Value, Offering Price and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	12.00

On sales of $50,000 or more, the offering price of Class A shares is reduced.

*  Redemption price per share is equal to the net asset value less any applicable contingent deferred sales charge.

Statement of Operations

For the Year Ended
October 31, 2009
Investment Income
Dividends allocated from Portfolio	$	503,260
Interest allocated from Portfolio		259
Expenses allocated from Portfolio		(306,773	)
Total investment income from Portfolio	$	196,746
Expenses
Administration fee	$	40,568
Distribution and service fees
Class A		47,502
Class B		26,108
Class C		53,621
Trustees’ fees and expenses		500
Custodian fee		12,883
Transfer and dividend disbursing agent fees		55,967
Legal and accounting services		16,432
Printing and postage		22,449
Registration fees		59,531
Miscellaneous		11,052
Total expenses	$	346,613
Deduct —
Allocation of expenses to affiliate	$	147,401
Total expense reductions	$	147,401
Net expenses	$	199,212
Net investment loss	$	(2,466	)
Realized and Unrealized Gain (Loss) from Portfolio
Net realized gain (loss) —
Investment transactions	$	(1,095,550	)
Net realized loss	$	(1,095,550	)
Change in unrealized appreciation (depreciation) —
Investments	$	2,989,518
Net change in unrealized appreciation (depreciation)	$	2,989,518
Net realized and unrealized gain	$	1,893,968
Net increase in net assets from operations	$	1,891,502

See notes to financial statements

6

Eaton Vance Tax-Managed Small-Cap Value Fundas of October 31, 2009

FINANCIAL STATEMENTS CONT’D

Statements of Changes in Net Assets

Increase (Decrease)	Year Ended			Year Ended
in Net Assets	October 31, 2009			October 31, 2008
From operations —
Net investment loss	$	(2,466	)	$	(90,956	)
Net realized loss from investment transactions		(1,095,550	)		(689,465	)
Net change in unrealized appreciation (depreciation) from investments		2,989,518			(6,445,768	)
Net increase (decrease) in net assets from operations	$	1,891,502		$	(7,226,189	)
Distributions to shareholders —
From net realized gain
Class A	$	—		$	(1,783,471	)
Class B		—			(595,814	)
Class C		—			(673,040	)
Total distributions to shareholders	$	—		$	(3,052,325	)
Transactions in shares of beneficial interest —
Proceeds from sale of shares
Class A	$	10,918,543		$	8,336,836
Class B		443,819			342,683
Class C		2,200,272			1,451,061
Class I		947,942			—
Net asset value of shares issued to shareholders in payment of distributions declared
Class A		—			1,488,333
Class B		—			464,355
Class C		—			531,411
Cost of shares redeemed
Class A		(8,843,036	)		(5,434,692	)
Class B		(912,594	)		(1,394,883	)
Class C		(1,565,217	)		(1,539,228	)
Class I		(2,956	)		—
Net asset value of shares exchanged
Class A		393,125			503,874
Class B		(393,125	)		(503,874	)
Net increase in net assets from Fund share transactions	$	3,186,773		$	4,245,876
Net increase (decrease) in net assets	$	5,078,275		$	(6,032,638	)
Net Assets
At beginning of year	$	26,501,779		$	32,534,417
At end of year	$	31,580,054		$	26,501,779

See notes to financial statements

7

Eaton Vance Tax-Managed Small-Cap Value Fundas of October 31, 2009

FINANCIAL STATEMENTS CONT’D

Financial Highlights

	Class A
	Year Ended October 31,
	2009			2008			2007			2006			2005
Net asset value — Beginning of year	$	11.400		$	16.050		$	15.400		$	14.640		$	13.010
Income (Loss) From Operations
Net investment income (loss)(1)	$	0.022		$	(0.003	)	$	(0.058	)	$	(0.066	)	$	(0.087	)
Net realized and unrealized gain (loss)		0.578			(3.146	)		1.857			1.644			1.717
Total income (loss) from operations	$	0.600		$	(3.149	)	$	1.799		$	1.578		$	1.630
Less Distributions
From net realized gain	$	—		$	(1.501	)	$	(1.149	)	$	(0.818	)	$	—
Total distributions	$	—		$	(1.501	)	$	(1.149	)	$	(0.818	)	$	—
Net asset value — End of year	$	12.000		$	11.400		$	16.050		$	15.400		$	14.640
Total Return(2)		5.36	%		(21.61	)%		12.30	%		11.24	%		12.53	%
Ratios/Supplemental Data
Net assets, end of year (000’s omitted)	$	21,727		$	17,628		$	18,978		$	15,695		$	14,303
Ratios (as a percentage of average daily net assets):
Expenses(3)(4)(5)		1.65	%		1.65	%		1.69	%		1.75	%		1.75	%
Net investment income (loss)		0.21	%		(0.02	)%		(0.37	)%		(0.44	)%		(0.61	)%
Portfolio Turnover of the Portfolio		66	%		103	%		80	%		49	%		24	%

(1)	Computed using average shares outstanding.
(2)	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.
(3)	Includes the Fund’s share of the Portfolio’s allocated expenses.
(4)	The administrator subsidized certain operating expenses (equal to 0.55%, 0.32%, 0.32%, 0.26% and 0.28% of average daily net assets for the years ended October 31, 2009, 2008, 2007, 2006 and 2005, respectively). A portion of the subsidy was borne by the sub-adviser of the Portfolio. Absent this subsidy, total return would have been lower.
(5)	Excludes the effect of custody fee credits, if any, of less than 0.005%.

See notes to financial statements

8

Eaton Vance Tax-Managed Small-Cap Value Fundas of October 31, 2009

FINANCIAL STATEMENTS CONT’D

Financial Highlights

	Class B
	Year Ended October 31,
	2009			2008			2007			2006			2005
Net asset value — Beginning of year	$	10.750		$	15.330		$	14.870		$	14.260		$	12.770
Income (Loss) From Operations
Net investment loss(1)	$	(0.049	)	$	(0.102	)	$	(0.168	)	$	(0.174	)	$	(0.189	)
Net realized and unrealized gain (loss)		0.539			(2.977	)		1.777			1.602			1.679
Total income (loss) from operations	$	0.490		$	(3.079	)	$	1.609		$	1.428		$	1.490
Less Distributions
From net realized gain	$	—		$	(1.501	)	$	(1.149	)	$	(0.818	)	$	—
Total distributions	$	—		$	(1.501	)	$	(1.149	)	$	(0.818	)	$	—
Net asset value — End of year	$	11.240		$	10.750		$	15.330		$	14.870		$	14.260
Total Return(2)		4.56	%		(22.15	)%		11.41	%		10.45	%		11.67	%
Ratios/Supplemental Data
Net assets, end of year (000’s omitted)	$	2,638		$	3,538		$	6,412		$	7,033		$	7,802
Ratios (as a percentage of average daily net assets):
Expenses(3)(4)(5)		2.40	%		2.40	%		2.44	%		2.50	%		2.50	%
Net investment loss		(0.51	)%		(0.79	)%		(1.12	)%		(1.20	)%		(1.36	)%
Portfolio Turnover of the Portfolio		66	%		103	%		80	%		49	%		24	%

(1)	Computed using average shares outstanding.
(2)	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.
(3)	Includes the Fund’s share of the Portfolio’s allocated expenses.
(4)	The administrator subsidized certain operating expenses (equal to 0.55%, 0.32%, 0.32%, 0.26% and 0.28% of average daily net assets for the years ended October 31, 2009, 2008, 2007, 2006 and 2005, respectively). A portion of the subsidy was borne by the sub-adviser of the Portfolio. Absent this subsidy, total return would have been lower.
(5)	Excludes the effect of custody fee credits, if any, of less than 0.005%.

See notes to financial statements

9

Eaton Vance Tax-Managed Small-Cap Value Fundas of October 31, 2009

FINANCIAL STATEMENTS CONT’D

Financial Highlights

	Class C
	Year Ended October 31,
	2009			2008			2007			2006			2005
Net asset value — Beginning of year	$	10.760		$	15.350		$	14.880		$	14.270		$	12.780
Income (Loss) From Operations
Net investment loss(1)	$	(0.053	)	$	(0.100	)	$	(0.169	)	$	(0.174	)	$	(0.189	)
Net realized and unrealized gain (loss)		0.543			(2.989	)		1.788			1.602			1.679
Total income (loss) from operations	$	0.490		$	(3.089	)	$	1.619		$	1.428		$	1.490
Less Distributions
From net realized gain	$	—		$	(1.501	)	$	(1.149	)	$	(0.818	)	$	—
Total distributions	$	—		$	(1.501	)	$	(1.149	)	$	(0.818	)	$	—
Net asset value — End of year	$	11.250		$	10.760		$	15.350		$	14.880		$	14.270
Total Return(2)		4.55	%		(22.19	)%		11.47	%		10.44	%		11.66	%
Ratios/Supplemental Data
Net assets, end of year (000’s omitted)	$	6,317		$	5,336		$	7,145		$	7,805		$	6,968
Ratios (as a percentage of average daily net assets):
Expenses(3)(4)(5)		2.40	%		2.40	%		2.44	%		2.50	%		2.50	%
Net investment loss		(0.54	)%		(0.78	)%		(1.12	)%		(1.19	)%		(1.36	)%
Portfolio Turnover of the Portfolio		66	%		103	%		80	%		49	%		24	%

(1)	Computed using average shares outstanding.
(2)	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.
(3)	Includes the Fund’s share of the Portfolio’s allocated expenses.
(4)	The administrator subsidized certain operating expenses (equal to 0.55%, 0.32%, 0.32%, 0.26% and 0.28% of average daily net assets for the years ended October 31, 2009, 2008, 2007, 2006 and 2005, respectively). A portion of the subsidy was borne by the sub-adviser of the Portfolio. Absent this subsidy, total return would have been lower.
(5)	Excludes the effect of custody fee credits, if any, of less than 0.005%.

See notes to financial statements

10

Eaton Vance Tax-Managed Small-Cap Value Fundas of October 31, 2009

FINANCIAL STATEMENTS CONT’D

Financial Highlights

	Class I
	Period Ended
	October 31, 2009(1)
Net asset value — Beginning of period	$	12.330
		��
Income (Loss) From Operations
Net investment loss(2)	$	(0.001	)
Net realized and unrealized loss		(0.329	)
Total loss from operations	$	(0.330	)
Less Distributions
From net realized gain	$	—
Total distributions	$	—
Net asset value — End of period	$	12.000
Total Return(3)		(2.68	)%(4)
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$	897
Ratios (as a percentage of average daily net assets):
Expenses(5)(6)(7)		1.40	%(8)
Net investment loss		(0.07	)%(8)
Portfolio Turnover of the Portfolio		66	%(4)(9)

(1)	For the period from the commencement of operations, October 1, 2009, to October 31, 2009.
(2)	Computed using average shares outstanding.
(3)	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested.
(4)	Not annualized.
(5)	Includes the Fund’s share of the Portfolio’s allocated expenses.
(6)	The administrator subsidized certain operating expenses (equal to 0.58% of average daily net assets for the period ended October 31, 2009). A portion of the subsidy was borne by the sub-adviser of the Portfolio. Absent this subsidy, total return would have been lower.
(7)	Excludes the effect of custody fee credits, if any, of less than 0.005%.
(8)	Annualized.
(9)	For the Portfolio’s year ended October 31, 2009.

See notes to financial statements

11

Eaton Vance Tax-Managed Small-Cap Value Fundas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS

1Significant Accounting Policies

Eaton Vance Tax-Managed Small-Cap Value Fund (the Fund) is a diversified series of Eaton Vance Mutual Funds Trust (the Trust). The Trust is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company. The Fund offers four classes of shares. Class A shares are generally sold subject to a sales charge imposed at time of purchase. Class B and Class C shares are sold at net asset value and are generally subject to a contingent deferred sales charge (see Note 5). Class I shares are sold at net asset value and are not subject to a sales charge. Class B shares automatically convert to Class A shares eight years after their purchase as described in the Fund’s prospectus. Each class represents a pro-rata interest in the Fund, but votes separately on class-specific matters and (as noted below) is subject to different expenses. Realized and unrealized gains and losses and net investment income and losses, other than class-specific expenses, are allocated daily to each class of shares based on the relative net assets of each class to the total net assets of the Fund. Each class of shares differs in its distribution plan and certain other class-specific expenses. The Fund invests all of its investable assets in interests in Tax-Managed Small-Cap Value Portfolio (the Portfolio), a New York trust, having the same investment objective and policies as the Fund. The value of the Fund’s investment in the Portfolio reflects the Fund’s proportionate interest in the net assets of the Portfolio (46.7% at October 31, 2009). The performance of the Fund is directly affected by the performance of the Portfolio. The financial statements of the Portfolio, including the portfolio of investments, are included elsewhere in this report and should be read in conjunction with the Fund’s financial statements.

The following is a summary of significant accounting policies of the Fund. The policies are in conformity with accounting principles generally accepted in the United States of America. A source of authoritative accounting principles applied in the preparation of the Fund’s financial statements is the Financial Accounting Standards Board (FASB) Accounting Standards Codification (the Codification), which superseded existing non-Securities and Exchange Commission accounting and reporting standards for interim and annual reporting periods ending after September 15, 2009. The adoption of the Codification for the current reporting period did not impact the Fund’s application of generally accepted accounting principles.

AInvestment Valuation — Valuation of securities by the Portfolio is discussed in Note 1A of the Portfolio’s Notes to Financial Statements, which are included elsewhere in this report.

BIncome — The Fund’s net investment income or loss consists of the Fund’s pro-rata share of the net investment income or loss of the Portfolio, less all actual and accrued expenses of the Fund.

CFederal Taxes — The Fund’s policy is to comply with the provisions of the Internal Revenue Code applicable to regulated investment companies and to distribute to shareholders each year substantially all of its net investment income, and all or substantially all of its net realized capital gains. Accordingly, no provision for federal income or excise tax is necessary.

At October 31, 2009, the Fund, for federal income tax purposes, had a capital loss carryforward of $1,673,990 which will reduce its taxable income arising from future net realized gains on investment transactions, if any, to the extent permitted by the Internal Revenue Code, and thus will reduce the amount of distributions to shareholders, which would otherwise be necessary to relieve the Fund of any liability for federal income or excise tax. Such capital loss carryforward will expire on October 31, 2016 ($501,958) and October 31, 2017 ($1,172,032).

As of October 31, 2009, the Fund had no uncertain tax positions that would require financial statement recognition, de-recognition, or disclosure. Each of the Fund’s federal tax returns filed in the 3-year period ended October 31, 2009 remains subject to examination by the Internal Revenue Service.

DExpenses — The majority of expenses of the Trust are directly identifiable to an individual fund. Expenses which are not readily identifiable to a specific fund are allocated taking into consideration, among other things, the nature and type of expense and the relative size of the funds.

EExpense Reduction — State Street Bank and Trust Company (SSBT) serves as custodian of the Fund. Pursuant to the custodian agreement, SSBT receives a fee reduced by credits, which are determined based on the average daily cash balance the Fund maintains with SSBT. All credit balances, if any, used to reduce the Fund’s custodian fees are reported as a reduction of expenses in the Statement of Operations.

FUse 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.

12

Eaton Vance Tax-Managed Small-Cap Value Fundas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

GIndemnifications — Under the Trust’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 Fund, and shareholders are indemnified against personal liability for the obligations of the Trust. Additionally, in the normal course of business, the Fund enters into agreements with service providers that may contain indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred.

HOther — Investment transactions are accounted for on a trade date basis. Dividends to shareholders are recorded on the ex-dividend date.

2Distributions to Shareholders

It is the present policy of the Fund to make at least one distribution annually (normally in December) of all or substantially all of its net investment income and to distribute annually all or substantially all of its net realized capital gains (reduced by available capital loss carryforwards from prior years, if any). Distributions are declared separately for each class of shares. Shareholders may reinvest income and capital gain distributions in additional shares of the same class of the Fund at the net asset value as of the ex-dividend date or, at the election of the shareholder, receive distributions in cash. The Fund distinguishes between distributions on a tax basis and a financial reporting basis. Accounting principles generally accepted in the United States of America require that only distributions in excess of tax basis earnings and profits be reported in the financial statements as a return of capital. Permanent differences between book and tax accounting relating to distributions are reclassified to paid-in capital. For tax purposes, distributions from short-term capital gains are considered to be from ordinary income.

The tax character of distributions declared for the years ended October 31, 2009 and October 31, 2008 was as follows:

	Year Ended October 31,
	2009		2008
Distributions declared from:
Long-term capital gains	$	—	$	3,052,325

During the year ended October 31, 2009, accumulated net investment loss was decreased by $2,466 and paid-in capital was decreased by $2,466 due to differences between book and tax accounting for net operating losses. These reclassifications had no effect on the net assets or net asset value per share of the Fund.

As of October 31, 2009, the components of distributable earnings (accumulated losses) and unrealized appreciation (depreciation) on a tax basis were as follows:

Capital loss carryforward	$	(1,673,990	)
Net unrealized appreciation	$	4,706,310

The differences between components of distributable earnings (accumulated losses) on a tax basis and the amounts reflected in the Statement of Assets and Liabilities are primarily due to wash sales and partnership allocations.

3Transactions with Affiliates

The administration fee is earned by Eaton Vance Management (EVM) as compensation for administrative services rendered to the Fund. The fee is computed at an annual rate of 0.15% of the Fund’s average daily net assets. For the year ended October 31, 2009, the administration fee amounted to $40,568. EVM and the sub-adviser of the Portfolio, Fox Asset Management LLC (Fox), have agreed to reimburse the Fund’s operating expenses to the extent that they exceed 1.65%, 2.40%, 2.40% and 1.40% annually of the Fund’s average daily net assets for Class A, Class B, Class C and Class I, respectively. This agreement may be changed or terminated after April 30, 2010. Pursuant to this agreement, EVM and Fox were allocated $110,551 and $36,850, respectively, of the Fund’s operating expenses for the year ended October 31, 2009. The Portfolio has engaged Boston Management and Research (BMR), a subsidiary of EVM, to render investment advisory services. See Note 2 of the Portfolio’s Notes to Financial Statements which are included elsewhere in this report.

EVM serves as the sub-transfer agent of the Fund and receives from the transfer agent an aggregate fee based upon the actual expenses incurred by EVM in the performance of these services. For the year ended October 31, 2009, EVM earned $3,078 in sub-transfer agent fees. The Fund was informed that Eaton Vance Distributors, Inc. (EVD), an affiliate of EVM and the Fund’s principal underwriter, received $7,081 as its portion of the sales charge on sales of Class A shares for the year ended October 31, 2009. EVD also received distribution and service fees from Class A, Class B and Class C shares (see Note 4) and contingent deferred sales charges (see Note 5).

Except for Trustees of the Fund and the Portfolio who are not members of EVM’s or BMR’s organizations, officers and Trustees receive remuneration for their services to the Fund out of the investment adviser fee. Certain officers and Trustees of the Fund and the Portfolio are officers of the above organizations.

13

Eaton Vance Tax-Managed Small-Cap Value Fundas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

4Distribution Plans

The Fund has in effect a distribution plan for Class A shares (Class A Plan) pursuant to Rule 12b-1 under the 1940 Act. The Class A Plan provides that the Fund will pay EVD a distribution and service fee of 0.25% per annum of its average daily net assets attributable to Class A shares for distribution services and facilities provided to the Fund by EVD, as well as for personal services and/or the maintenance of shareholder accounts. Distribution and service fees paid or accrued to EVD for the year ended October 31, 2009 amounted to $47,502 for Class A shares.

The Fund also has in effect distribution plans for Class B shares (Class B Plan) and Class C shares (Class C Plan) pursuant to Rule 12b-1 under the 1940 Act. The Class B and Class C Plans require the Fund to pay EVD amounts equal to 0.75% per annum of its average daily net assets attributable to Class B and Class C shares for providing ongoing distribution services and facilities to the Fund. The Fund will automatically discontinue payments to EVD during any period in which there are no outstanding Uncovered Distribution Charges, which are equivalent to the sum of (i) 6.25% of the aggregate amount received by the Fund for Class B and Class C shares sold, plus (ii) interest calculated by applying the rate of 1% over the prevailing prime rate to the outstanding balance of Uncovered Distribution Charges of EVD of each respective class, reduced by the aggregate amount of contingent deferred sales charges (see Note 5) and amounts theretofore paid or payable to EVD by each respective class. For the year ended October 31, 2009, the Fund paid or accrued to EVD $19,581 and $40,215 for Class B and Class C shares, respectively, representing 0.75% of the average daily net assets of Class B and Class C shares. At October 31, 2009, the amounts of Uncovered Distribution Charges of EVD calculated under the Class B and Class C Plans were approximately $55,000 and $545,000, respectively.

The Class B and Class C Plans also authorize the Fund to make payments of service fees to EVD, financial intermediaries and other persons in amounts not exceeding 0.25% per annum of its average daily net assets attributable to that class. Service fees paid or accrued are for personal services and/or the maintenance of shareholder accounts. They are separate and distinct from the sales commissions and distribution fees payable to EVD and, as such, are not subject to automatic discontinuance when there are no outstanding Uncovered Distribution Charges of EVD. Service fees paid or accrued for the year ended October 31, 2009 amounted to $6,527 and $13,406 for Class B and Class C shares, respectively.

5Contingent Deferred Sales Charges

A contingent deferred sales charge (CDSC) generally is imposed on redemptions of Class B shares made within six years of purchase and on redemptions of Class C shares made within one year of purchase. Class A shares may be subject to a 1% CDSC if redeemed within 18 months of purchase (depending on the circumstances of purchase). Generally, the CDSC is based upon the lower of the net asset value at date of redemption or date of purchase. No charge is levied on shares acquired by reinvestment of dividends or capital gain distributions. The CDSC for Class B shares is imposed at declining rates that begin at 5% in the case of redemptions in the first and second year after purchase, declining one percentage point each subsequent year. Class C shares are subject to a 1% CDSC if redeemed within one year of purchase. No CDSC is levied on shares which have been sold to EVM or its affiliates or to their respective employees or clients and may be waived under certain other limited conditions. CDSCs received on Class B and Class C redemptions are paid to EVD to reduce the amount of Uncovered Distribution Charges calculated under the Fund’s Class B and Class C Plans. CDSCs received on Class B and Class C redemptions when no Uncovered Distribution Charges exist are credited to the Fund. For the year ended October 31, 2009, the Fund was informed that EVD received approximately $200, $1,700 and $600 of CDSCs paid by Class A, Class B and Class C shareholders, respectively.

6Investment Transactions

For the year ended October 31, 2009, increases and decreases in the Fund’s investment in the Portfolio aggregated $12,184,304 and $9,187,781, respectively.

7Shares of Beneficial Interest

The Fund’s Declaration of Trust permits the Trustees to issue an unlimited number of full and fractional shares of beneficial interest (without par value). Such shares may be issued in a number of different series (such as the Fund) and classes. Transactions in Fund shares were as follows:

	Year Ended October 31,
Class A	2009			2008
Sales		1,079,505			635,154
Issued to shareholders electing to receive payments of distributions in Fund shares		—			103,717
Redemptions		(856,038	)		(412,112	)
Exchange from Class B shares		40,081			37,769
Net increase		263,548			364,528

14

Eaton Vance Tax-Managed Small-Cap Value Fundas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

	Year Ended October 31,
Class B	2009			2008
Sales		44,636			27,054
Issued to shareholders electing to receive payments of distributions in Fund shares		—			34,094
Redemptions		(96,340	)		(110,917	)
Exchange to Class A shares		(42,612	)		(39,377	)
Net decrease		(94,316	)		(89,146	)
	Year Ended October 31,
Class C	2009			2008
Sales		229,731			114,504
Issued to shareholders electing to receive payments of distributions in Fund shares		—			38,960
Redemptions		(164,041	)		(123,128	)
Net increase		65,690			30,336
	Period Ended
Class I	October 31, 2009(1)
Sales		74,975
Redemptions		(239	)
Net increase		74,736

(1) Class I commenced operations on October 1, 2009.

8Review for Subsequent Events

In connection with the preparation of the financial statements of the Fund as of and for the year ended October 31, 2009, events and transactions subsequent to October 31, 2009 through December 17, 2009, the date the financial statements were issued, have been evaluated by the Fund’s management for possible adjustment and/or disclosure. Management has not identified any subsequent events requiring financial statement disclosure as of the date these financial statements were issued.

15

Eaton Vance Tax-Managed Small-Cap Value Fundas of October 31, 2009

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Trustees of Eaton Vance Mutual Funds Trust
and Shareholders of Eaton Vance Tax-Managed
Small-Cap Value Fund:

We have audited the accompanying statement of assets and liabilities of Eaton Vance Tax-Managed Small-Cap Value Fund (the “Fund”) (one of the funds constituting Eaton Vance Mutual Funds Trust) as of October 31, 2009, 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 financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the 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 financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Eaton Vance Tax-Managed Small-Cap Value Fund as of October 31, 2009, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 17, 2009

16

Tax-Managed Small-Cap Value Portfolioas of October 31, 2009

PORTFOLIO OF INVESTMENTS

Common Stocks — 92.3%
Security	Shares		Value
Auto Components — 1.4%
BorgWarner, Inc.		31,500	$	955,080
			$	955,080
Chemicals — 2.1%
RPM International, Inc.		81,200	$	1,430,744
			$	1,430,744
Commercial Banks — 8.5%
First Midwest Bancorp, Inc.		52,200	$	542,880
Glacier Bancorp, Inc.		91,200		1,193,808
National Penn Bancshares, Inc.		91,800		515,916
Prosperity Bancshares, Inc.		43,900		1,571,181
Sterling Bancshares, Inc.		69,200		385,444
Trustmark Corp.		81,200		1,538,740
			$	5,747,969
Commercial Services & Supplies — 1.4%
Brink’s Co. (The)		39,700	$	942,081
			$	942,081
Communications Equipment — 3.1%
Brocade Communications Systems, Inc.(1)		154,100	$	1,322,178
NETGEAR, Inc.(1)		40,700		741,961
			$	2,064,139
Construction & Engineering — 1.9%
Chicago Bridge & Iron Co. NV		37,900	$	712,899
Tutor Perini Corp.(1)		33,800		596,570
			$	1,309,469
Containers & Packaging — 2.3%
AptarGroup, Inc.		44,200	$	1,560,702
			$	1,560,702
Electric Utilities — 5.8%
Cleco Corp.		69,200	$	1,712,700
Portland General Electric Co.		55,600		1,033,604
Westar Energy, Inc.		60,600		1,160,490
			$	3,906,794
Electrical Equipment — 3.2%
A.O. Smith Corp.		33,900	$	1,343,457
General Cable Corp.(1)		25,700		800,298
			$	2,143,755
Energy Equipment & Services — 5.1%
Bristow Group, Inc.(1)		35,300	$	1,028,995
Exterran Holdings, Inc.(1)		60,100		1,227,843
Oil States International, Inc.(1)		35,100		1,208,844
			$	3,465,682
Food & Staples Retailing — 1.3%
BJ’s Wholesale Club, Inc.(1)		25,800	$	903,774
			$	903,774
Food Products — 1.5%
TreeHouse Foods, Inc.(1)		27,100	$	1,013,540
			$	1,013,540
Health Care Equipment & Supplies — 4.7%
Teleflex, Inc.		31,800	$	1,582,050
West Pharmaceutical Services, Inc.		39,900		1,574,853
			$	3,156,903
Health Care Providers & Services — 1.9%
Owens & Minor, Inc.		30,900	$	1,263,501
			$	1,263,501
Hotels, Restaurants & Leisure — 1.9%
Jack in the Box, Inc.(1)		70,300	$	1,318,828
			$	1,318,828
Household Durables — 2.4%
Tupperware Brands Corp.		36,600	$	1,647,732
			$	1,647,732
Insurance — 3.4%
Argo Group International Holding, Ltd.(1)		10,000	$	339,600
Aspen Insurance Holdings, Ltd.		50,700		1,308,060
Protective Life Corp.		34,500		664,125
			$	2,311,785

See notes to financial statements

17

Tax-Managed Small-Cap Value Portfolioas of October 31, 2009

PORTFOLIO OF INVESTMENTS CONT’D

Security	Shares		Value
IT Services — 2.5%
MAXIMUS, Inc.		36,700	$	1,697,742
			$	1,697,742
Life Sciences Tools & Services — 1.1%
Mettler-Toledo International, Inc.(1)		7,500	$	731,250
			$	731,250
Machinery — 11.9%
Barnes Group, Inc.		82,100	$	1,301,285
Crane Co.		45,000		1,253,250
Gardner Denver, Inc.(1)		46,800		1,680,588
Lincoln Electric Holdings, Inc.		23,700		1,124,328
Nordson Corp.		27,500		1,451,175
Wabtec Corp.		34,600		1,271,896
			$	8,082,522
Metals & Mining — 2.1%
Walter Energy, Inc.		24,000	$	1,404,000
			$	1,404,000
Oil, Gas & Consumable Fuels — 1.6%
Comstock Resources, Inc.(1)		25,900	$	1,064,231
			$	1,064,231
Personal Products — 1.8%
Chattem, Inc.(1)		18,850	$	1,194,525
			$	1,194,525
Professional Services — 1.9%
Watson Wyatt Worldwide, Inc.		29,700	$	1,294,326
			$	1,294,326
Road & Rail — 2.0%
Arkansas Best Corp.		12,300	$	317,586
Genesee & Wyoming, Inc., Class A(1)		34,700		1,006,647
			$	1,324,233
Software — 2.2%
JDA Software Group, Inc.(1)		48,300	$	958,272
Netscout Systems, Inc.(1)		45,800		562,882
			$	1,521,154
Specialty Retail — 4.3%
Buckle, Inc. (The)		11,600	$	348,116
Children’s Place Retail Stores, Inc. (The)(1)		33,400		1,050,430
Dick’s Sporting Goods, Inc.(1)		65,700		1,490,733
			$	2,889,279
Textiles, Apparel & Luxury Goods — 3.6%
Carter’s, Inc.(1)		64,600	$	1,524,560
Hanesbrands, Inc.(1)		41,400		895,068
			$	2,419,628
Thrifts & Mortgage Finance — 5.4%
Astoria Financial Corp.		30,900	$	308,382
First Niagara Financial Group, Inc.		119,200		1,530,528
Washington Federal, Inc.		105,000		1,800,750
			$	3,639,660
Total Common Stocks
(identified cost $52,739,217)			$	62,405,028
Total Investments — 92.3%
(identified cost $52,739,217)			$	62,405,028
Other Assets, Less Liabilities — 7.7%			$	5,223,507
Net Assets — 100.0%			$	67,628,535

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

(1) Non-income producing security.

See notes to financial statements

18

Tax-Managed Small-Cap Value Portfolioas of October 31, 2009

FINANCIAL STATEMENTS

Statement of Assets and Liabilities

As of October 31, 2009
Assets
Investments, at value (identified cost, $52,739,217)	$	62,405,028
Cash		5,464,348
Dividends receivable		38,116
Total assets	$	67,907,492
Liabilities
Payable for investments purchased	$	174,027
Payable to affiliates:
Investment adviser fee		59,846
Trustees’ fees		240
Accrued expenses		44,844
Total liabilities	$	278,957
Net Assets applicable to investors’ interest in Portfolio	$	67,628,535
Sources of Net Assets
Net proceeds from capital contributions and withdrawals	$	57,962,724
Net unrealized appreciation		9,665,811
Total	$	67,628,535

Statement of Operations

For the Year Ended
October 31, 2009
Investment Income
Dividends	$	1,091,642
Interest		585
Total investment income	$	1,092,227
Expenses
Investment adviser fee	$	584,080
Trustees’ fees and expenses		2,986
Custodian fee		43,622
Legal and accounting services		29,388
Miscellaneous		3,419
Total expenses	$	663,495
Net investment income	$	428,732
Realized and Unrealized Gain (Loss)
Net realized gain (loss) —
Investment transactions	$	(3,618,049	)
Net realized loss	$	(3,618,049	)
Change in unrealized appreciation (depreciation) —
Investments	$	6,761,258
Net change in unrealized appreciation (depreciation)	$	6,761,258
Net realized and unrealized gain	$	3,143,209
Net increase in net assets from operations	$	3,571,941

See notes to financial statements

19

Tax-Managed Small-Cap Value Portfolioas of October 31, 2009

FINANCIAL STATEMENTS CONT’D

Statements of Changes in Net Assets

Increase (Decrease)	Year Ended			Year Ended
in Net Assets	October 31, 2009			October 31, 2008
From operations —
Net investment income	$	428,732		$	348,552
Net realized loss from investment transactions		(3,618,049	)		(2,701,584	)
Net change in unrealized appreciation (depreciation) from investments		6,761,258			(13,498,031	)
Net increase (decrease) in net assets from operations	$	3,571,941		$	(15,851,063	)
Capital transactions —
Contributions	$	13,149,539		$	27,291,365
Withdrawals		(10,871,040	)		(9,173,427	)
Net increase in net assets from capital transactions	$	2,278,499		$	18,117,938
Net increase in net assets	$	5,850,440		$	2,266,875
Net Assets
At beginning of year	$	61,778,095		$	59,511,220
At end of year	$	67,628,535		$	61,778,095

See notes to financial statements

20

Tax-Managed Small-Cap Value Portfolioas of October 31, 2009

FINANCIAL STATEMENTS CONT’D

Supplementary Data

	Year Ended October 31,
	2009			2008			2007			2006			2005
Ratios/Supplemental Data
Ratios (as a percentage of average daily net assets):
Expenses(1)		1.14	%		1.12	%		1.14	%		1.14	%		1.15	%
Net investment income (loss)		0.73	%		0.51	%		0.19	%		0.17	%		(0.00	)%(2)
Portfolio Turnover		66	%		103	%		80	%		49	%		24	%
Total Return		5.89	%		(21.19	)%		12.92	%		11.91	%		13.20	%
Net assets, end of year (000’s omitted)	$	67,629		$	61,778		$	59,511		$	54,331		$	50,791

(1)	Excludes the effect of custody fee credits, if any, of less than 0.005%.
(2)	Amounts to less than (0.01)%.

See notes to financial statements

21

Tax-Managed Small-Cap Value Portfolioas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS

1Significant Accounting Policies

Tax-Managed Small-Cap Value Portfolio (the Portfolio) is a New York trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as a diversified, open-end management investment company. The Portfolio’s investment objective is to 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, 2009, Eaton Vance Tax-Managed Small-Cap Value Fund and Eaton Vance Tax-Managed Equity Asset Allocation Fund held an interest of 46.7% and 53.3%, 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 source of authoritative accounting principles applied in the preparation of the Portfolio’s financial statements is the Financial Accounting Standards Board (FASB) Accounting Standards Codification (the Codification), which superseded existing non-Securities and Exchange Commission accounting and reporting standards for interim and annual reporting periods ending after September 15, 2009. The adoption of the Codification for the current reporting period did not impact the Portfolio’s application of generally accepted accounting principles.

AInvestment 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.

BInvestment 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.

CIncome — 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.

DFederal 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 October 31, 2009, the Portfolio had no uncertain tax positions that would require financial statement recognition, de-recognition, or disclosure. Each of the Portfolio’s federal tax returns filed in the 3-year period ended October 31, 2009 remains subject to examination by the Internal Revenue Service.

EExpense 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

22

Tax-Managed Small-Cap Value Portfolioas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

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.

FUse 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.

GIndemnifications — 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.

2Investment 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 1.00% of the Portfolio’s average daily net assets up to $500 million and at reduced rates as daily net assets exceed that level, and is payable monthly. Pursuant to a sub-advisory agreement, BMR pays Fox Asset Management LLC (Fox), an affiliate of EVM, a portion of its adviser fee for sub-advisory services provided to the Portfolio. For the year ended October 31, 2009, the investment adviser fee was 1.00% of the Portfolio’s average daily net assets and amounted to $584,080.

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 year ended October 31, 2009, no significant amounts have been deferred. Certain officers and Trustees of the Portfolio are officers of the above organizations.

3Purchases and Sales of Investments

Purchases and sales of investments, other than short-term obligations, aggregated $37,675,997 and $35,897,257, respectively, for the year ended October 31, 2009.

4Federal Income Tax Basis of Investments

The cost and unrealized appreciation (depreciation) of investments of the Portfolio at October 31, 2009, as determined on a federal income tax basis, were as follows:

Aggregate cost	$	52,971,612
Gross unrealized appreciation	$	11,068,311
Gross unrealized depreciation		(1,634,895	)
Net unrealized appreciation	$	9,433,416

5Line of Credit

The Portfolio participates with other portfolios and funds managed by EVM and its affiliates in a $450 million unsecured line of credit agreement with a group of banks. Borrowings are made by the Portfolio solely to facilitate the handling of unusual and/or unanticipated short-term cash requirements. Interest is charged to the Portfolio based on its borrowings at an amount above either the Eurodollar rate or Federal Funds rate. In addition, a fee computed at an annual rate of 0.10% on the daily unused portion of the line of credit is allocated among the participating portfolios and funds at the end of each quarter. The Portfolio did not have any significant borrowings or allocated fees during the year ended October 31, 2009.

6Fair Value Measurements

The Portfolio adopted FASB Statement of Financial Accounting Standards No. 157 (FAS 157), “Fair Value Measurements”, (currently FASB Accounting Standards Codification (ASC) 820-10), effective November 1, 2008. Such standard established a three-tier hierarchy to prioritize the assumptions, referred to as inputs, used in valuation techniques to measure fair value. The three-tier hierarchy of inputs is summarized in the three broad levels listed below.

•  Level 1 – quoted prices in active markets for identical investments

23

Tax-Managed Small-Cap Value Portfolioas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

•  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 October 31, 2009, the inputs used in valuing the Portfolio’s investments, which are carried at value, were as follows:

	Quoted
	Prices in
	Active		Significant
	Markets for		Other		Significant
	Identical		Observable		Unobservable
	Assets		Inputs		Inputs
Asset Description	(Level 1)		(Level 2)		(Level 3)		Total
Common Stocks	$	62,405,028	$	—	$	—	$	62,405,028
Total Investments	$	62,405,028	$	—	$	—	$	62,405,028

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, 2008 whose fair value was determined using Level 3 inputs.

7Review for Subsequent Events

In connection with the preparation of the financial statements of the Portfolio as of and for the year ended October 31, 2009, events and transactions subsequent to October 31, 2009 through December 17, 2009, the date the financial statements were issued, have been evaluated by the Portfolio’s management for possible adjustment and/or disclosure. Management has not identified any subsequent events requiring financial statement disclosure as of the date these financial statements were issued.

24

Tax-Managed Small-Cap Value Portfolioas of October 31, 2009

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 of Tax-Managed Small-Cap Value Portfolio (the “Portfolio”), including the portfolio of investments, as of October 31, 2009, 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 five years in the period then ended. These financial statements and supplementary data are the responsibility of the Portfolio’s management. Our responsibility is to express an opinion on these financial statements and supplementary data based on our audits.

We conducted our audits in accordance with the 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. The Portfolio is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Portfolio’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of October 31, 2009, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other audit procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and supplementary data referred to above present fairly, in all material respects, the financial position of Tax-Managed Small-Cap Value Portfolio as of October 31, 2009, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the supplementary data for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 17, 2009

25

Eaton Vance Tax-Managed Small-Cap Value 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 27, 2009, the Board, including a majority of the Independent Trustees, voted to approve continuation of existing advisory and sub-advisory agreements for the Eaton Vance Funds for an additional one-year period. In voting its approval, the Board relied upon the affirmative recommendation of the Contract Review Committee of the Board (formerly the Special Committee), which is a committee comprised exclusively of Independent Trustees. Prior to making its recommendation, the Contract Review Committee reviewed information furnished for a series of meetings of the Contract Review Committee held in February, March and April 2009. Such information included, among other things, the following:

Information about Fees, Performance and Expenses

•  An independent report comparing the advisory and related fees paid by each fund with fees paid by comparable funds;

•  An independent report comparing each fund’s total expense ratio and its components to comparable funds;

•  An independent report comparing the investment performance of each fund to the investment performance of comparable funds over various time periods;

•  Data regarding investment performance in comparison to relevant peer groups of funds and appropriate indices;

•  Comparative information concerning fees charged by each adviser for managing other mutual funds and institutional accounts using investment strategies and techniques similar to those used in managing the fund;

•  Profitability analyses for each adviser with respect to each fund;

Information about Portfolio Management

•  Descriptions of the investment management services provided to each fund, including the investment strategies and processes employed, and any changes in portfolio management processes and personnel;

•  Information concerning the allocation of brokerage and the benefits received by each adviser as a result of brokerage allocation, including information concerning the acquisition of research through “soft dollar” benefits received in connection with the funds’ brokerage, and the implementation of a soft dollar reimbursement program established with respect to the funds;

•  Data relating to portfolio turnover rates of each fund;

•  The procedures and processes used to determine the fair value of fund assets and actions taken to monitor and test the effectiveness of such procedures and processes;

Information about each Adviser

•  Reports detailing the financial results and condition of each adviser;

•  Descriptions of the qualifications, education and experience of the individual investment professionals whose responsibilities include portfolio management and investment research for the funds, and information relating to their compensation and responsibilities with respect to managing other mutual funds and investment accounts;

•  Copies of the Codes of Ethics of each adviser and its affiliates, together with information relating to compliance with and the administration of such codes;

•  Copies of or descriptions of each adviser’s proxy voting policies and procedures;

•  Information concerning the resources devoted to compliance efforts undertaken by each adviser and its affiliates on behalf of the funds (including descriptions of various compliance programs) and their record of compliance with investment policies and restrictions, including policies with respect to market-timing, late trading and selective portfolio disclosure, and with policies on personal securities transactions;

•  Descriptions of the business continuity and disaster recovery plans of each adviser and its affiliates;

Other Relevant Information

•  Information concerning the nature, cost and character of the administrative and other non-investment management services provided by Eaton Vance Management and its affiliates;

•  Information concerning management of the relationship with the custodian, subcustodians and fund accountants by each adviser or the funds’ administrator; and

•  The terms of each advisory agreement.

26

Eaton Vance Tax-Managed Small-Cap Value 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, 2009, the Board met eighteen times and the Contract Review Committee, the Audit Committee, the Governance Committee, the Portfolio Management Committee and the Compliance Reports and Regulatory Matters Committee, each of which is a Committee comprised solely of Independent Trustees, met seven, five, six, six and six times, respectively. At such meetings, the Trustees received, among other things, presentations by the portfolio managers and other investment professionals of each adviser relating to the investment performance of each fund and the investment strategies used in pursuing the fund’s investment objective.

For funds that invest through one or more underlying portfolios, the Board considered similar information about the portfolio(s) when considering the approval of advisory agreements. In addition, in cases where the fund’s investment adviser has engaged a sub-adviser, the Board considered similar information about the sub-adviser when considering the approval of any sub-advisory agreement.

The Contract Review Committee was assisted throughout the contract review process by Goodwin Procter LLP, legal counsel for the Independent Trustees. The members of the Contract Review Committee relied upon the advice of such counsel and their own business judgment in determining the material factors to be considered in evaluating each advisory and sub-advisory agreement and the weight to be given to each such factor. The conclusions reached with respect to each advisory and sub-advisory agreement were based on a comprehensive evaluation of all the information provided and not any single factor. Moreover, each member of the Contract Review Committee may have placed varying emphasis on particular factors in reaching conclusions with respect to each advisory and sub-advisory agreement.

Results of the Process

Based on its consideration of the foregoing, and such other information as it deemed relevant, including the factors and conclusions described below, the Contract Review Committee concluded that the continuance of the investment advisory agreement of Tax-Managed Small-Cap Value Portfolio (the “Portfolio”), the portfolio in which Eaton Vance Tax-Managed Small-Cap Value Fund (the “Fund”) invests, with Boston Management and Research (the “Adviser”), and the sub-advisory agreement with Fox Asset Management LLC (the “Sub-adviser”), including the fee structure of each agreement, is in the interests of shareholders and, therefore, the Contract Review Committee recommended to the Board approval of the respective agreements. 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 agreements 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 and whose responsibilities include supervising the Sub-adviser. The Board specifically noted the Adviser’s in-house equity research capabilities. The Board also took into account the resources dedicated to portfolio management and other services, including the compensation paid to recruit and retain investment personnel, and the time and attention devoted to the Portfolio by senior management. 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, including the Sub-adviser. Among other matters, the Board considered compliance and reporting matters relating to personal trading by investment personnel, selective disclosure of portfolio holdings, late trading, frequent trading, portfolio valuation, business continuity and the allocation of investment opportunities. The Board also evaluated the responses of the Adviser and its affiliates to requests from regulatory authorities such as the Securities and Exchange Commission and the Financial Industry Regulatory Authority.

The Board considered shareholder and other administrative services provided or managed by Eaton Vance Management and its affiliates, including transfer agency and accounting services. The Board evaluated the benefits to shareholders of investing in a fund that is a part of a large family of funds, including the ability, in many cases, to exchange an investment among different funds without incurring additional sales charges.

27

Eaton Vance Tax-Managed Small-Cap Value Fund

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

The Board considered the Adviser’s recommendations for Board action and other steps taken in response to the unprecedented dislocations experienced in the capital markets over recent periods, including sustained periods of high volatility, credit disruption and government intervention. In particular, the Board considered the Adviser’s efforts and expertise with respect to each of the following matters as they relate to the Fund and/or other funds within the Eaton Vance family of funds: (i) negotiating and maintaining the availability of bank loan facilities and other sources of credit used for investment purposes or to satisfy liquidity needs; (ii) establishing the fair value of securities and other instruments held in investment portfolios during periods of market volatility and issuer-specific disruptions; and (iii) the ongoing monitoring of investment management processes and risk controls.

After consideration of the foregoing factors, among others, the Board concluded that the nature, extent and quality of services provided by the Adviser and Sub-adviser, taken as a whole, are appropriate and consistent with the terms of the investment advisory agreement and sub-advisory agreement, respectively.

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, 2008 for the Fund. The Board concluded that 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, including administrative fees, and the Fund’s total expense ratio for the year ended September 30, 2008, as compared to a group of similarly managed funds selected by an independent data provider. The Board considered the fact that the Adviser had waived fees and/or paid expenses for the Fund.

After reviewing the foregoing information, and in light of the nature, extent and quality of the services provided by the Adviser, the Board concluded that the management fees charged for advisory and related services and the Fund’s total expense ratio are reasonable.

Profitability

The Board reviewed the level of profits realized by the Adviser and relevant affiliates thereof, including the Sub-adviser, in providing investment advisory and administrative services to the Portfolio, the Fund and 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, including the Sub-adviser, in connection with its relationship with the Portfolio and the Fund, including the benefits of research services that may be available to the Adviser as a result of securities transactions effected for the Portfolio and other advisory clients.

The Board concluded that, in light of the foregoing factors and the nature, extent and quality of the services rendered, the profits realized by the Adviser and its affiliates, 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, including the Sub-adviser, on the one hand, and the Fund, on the other hand, can expect to realize benefits from economies of scale as the assets of the Fund and the Portfolio increase. The Board acknowledged the difficulty in accurately measuring the benefits resulting from the economies of scale with respect to the management of any specific fund or group of funds. The Board reviewed data summarizing the increases and decreases in the assets of the Fund and of all Eaton Vance Funds as a group over various time periods, and evaluated the extent to which the total expense ratio of the Fund and the profitability of the Adviser and its affiliates may have been affected by such increases or decreases. Based upon the foregoing, the Board concluded that the benefits from economies of scale are currently being shared equitably by the Adviser and its affiliates, including the Sub-adviser, and the Fund. The Board also concluded that, assuming reasonably foreseeable increases in the assets of the Portfolio, the structure of the Portfolio advisory fee, which includes breakpoints at several asset levels, can be expected to cause the Adviser and its affiliates, including the Sub-adviser, and the Fund and the Portfolio to continue to share such benefits equitably.

28

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 Two International Place, Boston, Massachusetts 02110. 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., “Parametric” refers to Parametric Portfolio Associates LLC 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 EVC. Each officer affiliated with Eaton Vance may hold a position with other Eaton Vance affiliates that is comparable to his or her position with EVM listed below.

	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
Thomas E. Faust Jr. 5/31/58	Trustee and President of the Trust and Vice President of the Portfolio	Trustee since 2007, President of the Trust since 2002 and Vice President of the Portfolio since 2001	Chairman, Chief Executive Officer and President of EVC, Director and President of EV, Chief Executive Officer and President of EVM and BMR, and Director of EVD. Trustee and/or officer of 176 registered investment companies and 4 private investment companies managed by EVM or BMR. Mr. Faust is an interested person because of his positions with EVM, BMR, EVD, EVC and EV, which are affiliates of the Trust and Portfolio.		176	Director of EVC
Noninterested Trustees
Benjamin C. Esty 1/2/63	Trustee	Since 2005	Roy and Elizabeth Simmons Professor of Business Administration and Finance Unit Head, Harvard University Graduate School of Business Administration.		176	None
Allen R. Freedman 4/3/40	Trustee	Since 2007	Former Chairman (2002-2004) and a Director (1983-2004) of Systems & Computer Technology Corp. (provider of software to higher education). Formerly, a Director of Loring Ward International (fund distributor) (2005-2007). Formerly, Chairman and a Director of Indus International, Inc. (provider of enterprise management software to the power generating industry) (2005-2007).		176	Director of Assurant, Inc. (insurance provider) and Stonemor Partners, L.P. (owner and operator of cemeteries)
William H. Park 9/19/47	Trustee	Since 2003	Vice Chairman, Commercial Industrial Finance Corp. (specialty finance company) (since 2006). Formerly, President and Chief Executive Officer, Prizm Capital Management, LLC (investment management firm) (2002-2005).		176	None
Ronald A. Pearlman 7/10/40	Trustee	Since 2003	Professor of Law, Georgetown University Law Center.		176	None
Helen Frame Peters 3/22/48	Trustee	Since 2008	Professor of Finance, Carroll School of Management, Boston College. Adjunct Professor of Finance, Peking University, Beijing, China (since 2005).		176	Director of BJ’s Wholesale Club, Inc. (wholesale club retailer)
Heidi L. Steiger 7/8/53	Trustee	Since 2007	Managing Partner, Topridge Associates LLC (global wealth management firm) (since 2008); Senior Advisor (since 2008), President (2005-2008), Lowenhaupt Global Advisors, LLC (global wealth management firm). Formerly, President and Contributing Editor, Worth Magazine (2004-2005). Formerly, Executive Vice President and Global Head of Private Asset Management (and various other positions), Neuberger Berman (investment firm) (1986-2004).		176	Director of Nuclear Electric Insurance Ltd. (nuclear insurance provider), Aviva USA (insurance provider) and CIFG (family of financial guaranty companies) and Advisory Director of Berkshire Capital Securities LLC (private investment banking firm)

29

Eaton Vance Tax-Managed Small-Cap Value Fund

MANAGEMENT AND ORGANIZATION CONT’D

	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
Noninterested Trustees (continued)
Lynn A. Stout 9/14/57	Trustee	Of the Trust since 1998 and of the Portfolio since 2001	Paul Hastings Professor of Corporate and Securities Law (since 2006) and Professor of Law (2001-2006), University of California at Los Angeles School of Law.		176	None
Ralph F. Verni 1/26/43	Chairman of the Board and Trustee	Chairman of the Board since 2007 and Trustee since 2005	Consultant and private investor.		176	None

Principal Officers who are not Trustees

	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
William H. Ahern, Jr. 7/28/59	Vice President of the Trust	Since 1995	Vice President of EVM and BMR. Officer of 76 registered investment companies managed by EVM or BMR.
John R. Baur 2/10/70	Vice President of the Trust	Since 2008	Vice President of EVM and BMR. Previously, attended Johnson Graduate School of Management, Cornell University (2002-2005), and prior thereto he was an Account Team Representative in Singapore for Applied Materials, Inc. Officer of 35 registered investment companies managed by EVM or BMR.
Michael A. Cirami 12/24/75	Vice President of the Trust	Since 2008	Vice President of EVM and BMR. Officer of 35 registered investment companies managed by EVM or BMR.
Cynthia J. Clemson 3/2/63	Vice President of the Trust	Since 2005	Vice President of EVM and BMR. Officer of 92 registered investment companies managed by EVM or BMR.
Charles B. Gaffney 12/4/72	Vice President of the Trust	Since 2007	Director of Equity Research and a Vice President of EVM and BMR. Officer of 32 registered investment companies managed by EVM or BMR.
Gregory R. Greene 11/13/66	Vice President of the Portfolio	Since 2006	Managing Director of Fox and member of the Investment Committee. Officer of 16 registered investment companies managed by EVM or BMR.
Christine M. Johnston 11/9/72	Vice President of the Trust	Since 2007	Vice President of EVM and BMR. Officer of 37 registered investment companies managed by EVM or BMR.
Aamer Khan 6/7/60	Vice President of the Trust	Since 2005	Vice President of EVM and BMR. Officer of 35 registered investment companies managed by EVM or BMR.
Thomas H. Luster 4/8/62	Vice President of the Trust	Since 2006	Vice President of EVM and BMR. Officer of 54 registered investment companies managed by EVM or BMR.
Robert B. MacIntosh 1/22/57	Vice President of the Trust	Since 1998	Vice President of EVM and BMR. Officer of 91 registered investment companies managed by EVM or BMR.
Robert J. Milmore 4/3/69	Vice President of the Portfolio	Since 2006	Vice President of Fox and member of the Investment Committee. Previously, Manager of International Treasury of Cendant Corporation (2001-2005). Officer of 16 registered investment companies managed by EVM or BMR.
J. Bradley Ohlmuller 6/14/68	Vice President of the Portfolio	Since 2006	Principal of Fox and member of the Investment Committee. Previously, Vice President and research analyst at Goldman Sachs & Co. (2001-2004). Officer of 16 registered investment companies managed by EVM or BMR.
Jeffrey A. Rawlins 10/6/61	Vice President of the Trust	Since 2009	Vice President of EVM and BMR. Previously, a Managing Director of the Fixed Income Group at State Street Research and Management (1989-2005). Officer of 31 registered investment companies managed by EVM or BMR.

30

Eaton Vance Tax-Managed Small-Cap Value Fund

MANAGEMENT AND ORGANIZATION CONT’D

	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
Principal Officers who are not Trustees (continued)
Duncan W. Richardson 10/26/57	Vice President of the Trust and President of the Portfolio	Vice President of the Trust since 2001 and President of the Portfolio since 2002	Director of EVC and Executive Vice President and Chief Equity Investment Officer of EVC, EVM and BMR. Officer of 82 registered investment companies managed by EVM or BMR.
Judith A. Saryan 8/21/54	Vice President of the Trust	Since 2003	Vice President of EVM and BMR. Officer of 51 registered investment companies managed by EVM or BMR.
Susan Schiff 3/13/61	Vice President of the Trust	Since 2002	Vice President of EVM and BMR. Officer of 37 registered investment companies managed by EVM or BMR.
Thomas Seto 9/27/62	Vice President of the Trust	Since 2007	Vice President and Director of Portfolio Management of Parametric. Officer of 32 registered investment companies managed by EVM or BMR.
David M. Stein 5/4/51	Vice President of the Trust	Since 2007	Managing Director and Chief Investment Officer of Parametric. Officer of 32 registered investment companies managed by EVM or BMR.
Dan R. Strelow 5/27/59	Vice President of the Trust	Since 2009	Vice President of EVM and BMR since 2005. Previously, a Managing Director (since 1988) and Chief Investment Officer (since 2001) of the Fixed Income Group at State Street Research and Management. Officer of 31 registered investment companies managed by EVM or BMR.
Mark S. Venezia 5/23/49	Vice President of the Trust	Since 2007	Vice President of EVM and BMR. Officer of 38 registered investment companies managed by EVM or BMR.
Adam A. Weigold 3/22/75	Vice President of the Trust	Since 2007	Vice President of EVM and BMR. Officer of 69 registered investment companies managed by EVM or BMR.
Barbara E. Campbell 6/19/57	Treasurer	Treasurer of the Trust since 2005 and of the Portfolio since 2008	Vice President of EVM and BMR. Officer of 176 registered investment companies managed by EVM or BMR.
Maureen A. Gemma 5/24/60	Secretary and Chief Legal Officer	Secretary since 2007 and Chief Legal Officer since 2008	Vice President of EVM and BMR. Officer of 176 registered investment companies managed by EVM or BMR.
Paul M. O’Neil 7/11/53	Chief Compliance Officer	Since 2004	Vice President of EVM and BMR. Officer of 176 registered investment companies managed by EVM or BMR.

(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 on Eaton Vance’s website at www.eatonvance.com or by calling 1-800-262-1122.

31

This Page Intentionally Left Blank

Investment Adviser of Tax-Managed Small-Cap Value Portfolio

Boston Management and Research

Two International Place

Boston, MA 02110

Sub-Adviser of Tax-Managed Small-Cap Value Portfolio

Fox Asset Management LLC

331 Newman Springs Road, Suite 122

Red Bank, NJ 07701

Administrator of Eaton Vance Tax-Managed Small-Cap Value Fund

Eaton Vance Management

Two International Place

Boston, MA 02110

Principal Underwriter*

Eaton Vance Distributors, Inc.

Two International Place

Boston, MA 02110

(617) 482-8260

Custodian

State Street Bank and Trust Company

200 Clarendon Street

Boston, MA 02116

Transfer Agent

PNC Global Investment Servicing

Attn: Eaton Vance Funds

P.O. Box 9653

Providence, RI 02940-9653

(800) 262-1122

Independent Registered Public Accounting Firm

Deloitte & Touche LLP

200 Berkeley Street

Boston, MA 02116-5022

Eaton Vance Tax-Managed Small-Cap Value Fund

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.

1300-12/09 TMSCVSRC

Annual Report October 31, 2009 EATON VANCE TAX-MANAGED VALUE FUND

IMPORTANT NOTICES REGARDING PRIVACY,
DELIVERY OF SHAREHOLDER DOCUMENTS,
PORTFOLIO HOLDINGS AND PROXY VOTING

Privacy. The Eaton Vance organization is committed to ensuring your financial privacy. Each of the financial institutions identified below has in effect the following policy (Privacy Policy) with respect to nonpublic personal information about its customers:

•  Only such information received from you, through application forms or otherwise, and information about your Eaton Vance fund transactions will be collected. This may include information such as name, address, social security number, tax status, account balances and transactions.

•  None of such information about you (or former customers) will be disclosed to anyone, except as permitted by law (which includes disclosure to employees necessary to service your account). In the normal course of servicing a customer’s account, Eaton Vance may share information with unaffiliated third parties that perform various required services such as transfer agents, custodians and broker/dealers.

•  Policies and procedures (including physical, electronic and procedural safeguards) are in place that are designed to protect the confidentiality of such information.

•  We reserve the right to change our Privacy Policy at any time upon proper notification to you. Customers may want to review our Privacy Policy periodically for changes by accessing the link on our homepage: www.eatonvance.com.

Our pledge of privacy applies to the following entities within the Eaton Vance organization: the Eaton Vance Family of Funds, Eaton Vance Management, Eaton Vance Investment Counsel, Boston Management and Research, and Eaton Vance Distributors, Inc.

In addition, our Privacy Policy applies only to those Eaton Vance customers who are individuals and who have a direct relationship with us. If a customer’s account (i.e., fund shares) is held in the name of a third-party financial adviser/broker-dealer, it is likely that only such adviser’s privacy policies apply to the customer. This notice supersedes all previously issued privacy disclosures.

For more information about Eaton Vance’s Privacy Policy, please call 1-800-262-1122.

Delivery of Shareholder Documents. The Securities and Exchange Commission (the “SEC”) permits funds to deliver only one copy of shareholder documents, including prospectuses, proxy statements and shareholder reports, to fund investors with multiple accounts at the same residential or post office box address. This practice is often called “householding” and it helps eliminate duplicate mailings to shareholders.

Eaton Vance, or your financial adviser, may household the mailing of your documents indefinitely unless you instruct Eaton Vance, or your financial adviser, otherwise.

If you would prefer that your Eaton Vance documents not be householded, please contact Eaton Vance at 1-800-262-1122, or contact your financial adviser.

Your instructions that householding not apply to delivery of your Eaton Vance documents will be effective within 30 days of receipt by Eaton Vance or your financial adviser.

Portfolio Holdings. Each Eaton Vance Fund and its underlying Portfolio(s) (if applicable) will file a schedule of portfolio holdings on Form N-Q with the SEC for the first and third quarters of each fiscal year. The Form N-Q will be available on the Eaton Vance website at www.eatonvance.com, by calling Eaton Vance at 1-800-262-1122 or in the EDGAR database on the SEC’s website at www.sec.gov. Form N-Q may also be reviewed and copied at the SEC’s public reference room in Washington, D.C. (call 1-800-732-0330 for information on the operation of the public reference room).

Proxy Voting. From time to time, funds are required to vote proxies related to the securities held by the funds. The Eaton Vance Funds or their underlying Portfolios (if applicable) vote proxies according to a set of policies and procedures approved by the Funds’ and Portfolios’ Boards. You may obtain a description of these policies and procedures and information on how the Funds or Portfolios voted proxies relating to portfolio securities during the most recent 12 month period ended June 30, without charge, upon request, by calling 1-800-262-1122. This description is also available on the SEC’s website at www.sec.gov.

Eaton Vance Tax-Managed Value Fund as of October 31, 2009
MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE

Economic and Market Conditions

Michael R. Mach, CFA
Portfolio Manager

• Although global equity markets began the fiscal year ending October 31, 2009, on a downward trajectory, stocks bounced strongly off the bottom set in early March and staged a broad-based rally that continued through the end of the 12-month period. Last fall, on the verge of a possible collapse of the global financial system, risk-averse investors reacted by streaming to the sidelines, sending stocks into a dramatic decline. By late winter, however, fiscal and monetary interventions by governments around the world began to fuel optimism that the financial crisis would end and global economic growth might resume.

• Amid prospects for a better-than-expected 2009, investor risk appetite began to return, overcoming such lingering concerns as high consumer debt levels, rising unemployment and still-depressed home prices. Corporate profits also started showing improvement, benefiting from cost-cutting and easier earnings comparisons, which further supported the equity market’s rebound. Stocks that declined the most last fall, especially those lower-quality, cyclical issues farther out on the risk spectrum, tended to be those that recovered most quickly as the rally gained steam.

• From March through September 2009, the broad-based S&P 500 Index posted strong gains, with only a slight pull back in October ending a string of consecutive monthly gains. For the full one-year period that ended October 31, 2009, the S&P 500 had a 9.80% return, while the blue-chip Dow Jones Industrial Average rose 7.76% and the technology-laden Nasdaq Composite Index soared 18.84%. The large-cap Russell 1000 Index returned 11.20%, while the small-cap Russell 2000 Index gained 6.46%. In terms of investment styles, growth stocks widely outperformed their counterparts in the value space.¹

Past performance is no guarantee of future results. Returns are historical and are calculated by determining the percentage change in net asset value or offering price (as applicable) with all distributions reinvested. Investment return and principal value will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Performance is for the stated time period only; due to market volatility, the Fund’s current performance may be lower or higher than the quoted return. For performance as of the most recent month end, please refer to www.eatonvance.com.

Fund shares are not insured by the FDIC and are not deposits or other obligations of, or guaranteed by, any depository institution. Shares are subject to investment risks, including possible loss of principal invested.

Management Discussion

• The Fund² recorded positive returns for the year ending October 31, 2009, although it trailed its benchmark — the Russell 1000 Value Index (the Index). As shown in the chart on page 2, the Fund’s standing (for Class A shares) within its Lipper peer category slipped on a short-term basis. However, its stronger longer-term record remained intact.

• The cyclical consumer discretionary and information technology sectors posted the strongest gains for the Index, early beneficiaries of renewed optimism that the financial crisis and economy had stabilized. Driven by an increase in infrastructure spending, the materials sector also performed well.

• The Fund’s stock selection in financials — the Index’s largest sector weighting and the worst performer of the period — contributed the most to relative returns. In particular, the Fund’s underweighting in a poor-performing diversified financial services stock and an above-benchmark allocation to a consumer finance stock benefited returns. Selection in the utilities sector also provided a boost – especially among electric utilities and independent power producers.

Total Return Performance
10/31/08 – 10/31/09
Class A3	4.01	%
Class B3	3.92
Class C3	3.19
Class I3	4.22
Russell 1000 Value Index1	4.78
Lipper Large-Cap Value Funds Average1	8.59

See pages 3 and 4 for more performance information, including after-tax returns.

1	It is not possible to invest directly in an Index or a Lipper Classification. The Index’s total return does not reflect commissions or expenses that would have been incurred if an investor individually purchased or sold the securities represented in the Index. The Lipper total return is the average total return, at net asset value, of the funds that are in the same Lipper Classification as the Fund.
2	The Fund currently invests in a separately registered investment company, Tax-Managed Value Portfolio, with the same objective and policies as the Fund. References to investments are to the Portfolio’s holdings.
3	These returns do not include the 5.75% maximum sales charge for Class A shares or the applicable contingent deferred sales charges (CDSC) for Class B and Class C shares. If sales charges were deducted, the returns would be lower. Class I shares are offered to certain investors at net asset value.

1

Eaton Vance Tax-Managed Value Fund as of October 31, 2009
MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE

• On the downside, the health care sector detracted the most from the Fund’s comparative results. Relative underweights in big pharmaceuticals names, exposure to an underperforming health care equipment company and inopportune allocations to two large health care providers all had a negative impact. Among consumer discretionary stocks, not owning a major auto-maker that performed well hurt, as did selection in media stocks.

• Management continues to believe that success in investing requires two things: a common sense approach to a particular style—in this instance, tax-managed large-cap value—and a committed team of experienced investment professionals who believe in that strategy. Management believes that putting those two things together will lead to a successful outcome in the long run.

• To that end, management is pleased to announce that, effective December 31, 2009, the Portfolio will be managed by a team of portfolio managers led by Michael R. Mach. Mr. Mach has served as a portfolio manager of the Portfolio since operations commenced and manages other Eaton Vance portfolios. The other members of the portfolio management team are Matthew F. Beaudry, John D. Crowley and Stephen J. Kaszynski, each of whom are Vice Presidents of Eaton Vance and manage other Eaton Vance portfolios.

• As a fellow shareholder, I thank you for your continued confidence and paricipation in the Fund.

Lipper Quintile Rankings¹

By total return as of 10/31/09

EATON VANCE TAX-MANAGED VALUE FUND CLASS A
LIPPER LARGE-CAP VALUE FUNDS CLASSIFICATION

Period	Quintile	Ranking
1 Year	5th	431 of 534 funds
3 Years	2nd	97 of 461 funds
5 Years	1st	41 of 389 funds

¹ Source: Lipper Inc. Rankings are based on percentage change in net asset value with all distributions reinvested and do not take sales charges into consideration. Past performance is no guarantee of future results. It is not possible to invest in a Lipper Classification.

Portfolio Composition

Top 10 Holdings²

By net assets

Wells Fargo & Co.	2.8	%
JPMorgan Chase & Co.	2.8
Chevron Corp.	2.7
Exxon Mobil Corp.	2.6
Occidental Petroleum Corp.	2.5
Anadarko Petroleum Corp.	2.4
Goldman Sachs Group, Inc.	2.3
Bank of America Corp.	2.2
AT&T, Inc.	2.2
McDonald’s Corp.	2.1

² Top 10 Holdings represented 24.6% of the Portfolio’s net assets as of 10/31/09. Excludes cash equivalents.

Sector Weightings³

By net assets

³ As a percentage of the Portfolio’s net assets as of 10/31/09. Excludes cash equivalents.

The views expressed throughout this report are those of the portfolio manager and are current only through the end of the period of the report as stated on the cover. These views are subject to change at any time based upon market or other conditions, and the investment adviser disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a fund are based on many factors, may not be relied on as an indication of trading intent on behalf of any Eaton Vance fund. Portfolio information provided in the report may not be representative of the Portfolio’s current or future investments and may change due to active management.

2

Eaton Vance Tax-Managed Value Fund as of October 31, 2009
FUND PERFORMANCE

The line graph and table set forth below provide information about the Fund’s performance. The line graph compares the performance of Class A of the Fund with that of the Russell 1000 Value Index, a broad-based, unmanaged market index of 1,000 U.S. value stocks. The lines on the graph represent the total returns of a hypothetical investment of $10,000 in each of Class A and the Russell 1000 Value Index. Class A total returns are presented at net asset value and maximum public offering price. The table includes the total returns of each Class of the Fund at net asset value and maximum public offering price. The performance presented below does not reflect the deduction of taxes, if any, that a shareholder would pay on distributions or redemptions of Fund shares.

* Source: Lipper Inc. Class A of the Fund commenced investment operations on 12/27/99.

A $10,000 hypothetical investment at net asset value in Class B shares on 1/18/00 (commencement of operations), Class C shares on 1/24/00 (commencement of operations) and Class I shares on 11/30/07 (commencement of operations) would have been valued at $14,207, $14,471, and $7,178, respectively, on 10/31/09. It is not possible to invest directly in an Index. The Index’s total returns do not reflect commissions or expenses that would have been incurred if an investor individually purchased or sold the securities represented in the Index.

Performance1	Class A			Class B			Class C			Class I
Share Class Symbol	EATVX			EBTVX			ECTVX			EITVX
Average Annual Total Returns (at net asset value)
One Year		4.01	%		3.92	%		3.19	%		4.22	%
Five Years		2.16			1.54			1.40			N.A.
Life of Fund†		4.66			3.65			3.85			-15.48
SEC Average Annual Total Returns (including sales charge or applicable CDSC)
One Year		-1.98	%		-1.08	%		2.19	%		4.22	%
Five Years		0.96			1.16			1.40			N.A.
Life of Fund†		4.04			3.65			3.85			-15.48

†

Inception Dates – Class A: 12/27/99; Class B: 1/18/00; Class C: 1/24/00; and Class I: 11/30/07

1

Average Annual Total Returns do not include the 5.75% maximum sales charge for Class A shares or the applicable contingent deferred sales charges (CDSC) for Class B and Class C shares. If sales charges were deducted, the returns would be lower. SEC Average Annual Total Returns for Class A reflect the maximum 5.75% sales charge. SEC returns for Class B shares reflect the applicable CDSC based on the following schedule: 5% - 1st and 2nd years; 4% - - 3rd year; 3% - 4th year; 2% - 5th year; 1% - 6th year. SEC returns for Class C reflect a 1% CDSC for the first year. Class I shares are offered to certain investors at net asset value.

Total Annual
Operating Expenses2	Class A			Class B			Class C			Class I
Expense Ratio		1.16	%		1.91	%		1.91	%		0.91	%

² Source: Prospectus dated 3/1/09.

Past performance is no guarantee of future results. Returns are historical and are calculated by determining the percentage change in net asset value or offering price (as applicable) with all distributions reinvested. Investment return and principal value will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Performance is for the stated time period only; due to market volatility, the Fund’s current performance may be lower or higher than the quoted return. For performance as of the most recent month end, please refer to www.eatonvance.com.

3

Eaton Vance Tax-Managed Value Fund as of October 31, 2009
FUND PERFORMANCE

“Return Before Taxes” does not take into consideration shareholder taxes. It is most relevant to tax-free or tax-deferred shareholder accounts. “Return After Taxes on Distributions” reflects the impact of federal income taxes due on Fund distributions of dividends and capital gains. It is most relevant to taxpaying shareholders who continue to hold their shares. “Return After Taxes on Distributions and Sale of Fund Shares” also reflects the impact of taxes on capital gain or loss realized upon a sale of shares. It is most relevant to taxpaying shareholders who sell their shares.

Average Annual Total Returns
(For the periods ended October 31, 2009)

Returns at Net Asset Value (NAV) (Class A)

	One Year			Five Years			Life of Fund
Return Before Taxes		4.01	%		2.16	%		4.66	%
Return After Taxes on Distributions		3.78			2.01			4.57
Return After Taxes on Distributions and Sale of Fund Shares		2.85			1.85			4.07

Returns at Public Offering Price (POP) (Class A)

	One Year			Five Years			Life of Fund
Return Before Taxes		-1.98	%		0.96	%		4.04	%
Return After Taxes on Distributions		-2.20			0.81			3.94
Return After Taxes on Distributions and Sale of Fund Shares		-1.06			0.83			3.51

Average Annual Total Returns
(For the periods ended October 31, 2009)

Returns at Net Asset Value (NAV) (Class C)

	One Year			Five Years			Life of Fund
Return Before Taxes		3.19	%		1.40	%		3.85	%
Return After Taxes on Distributions		3.13			1.36			3.83
Return After Taxes on Distributions and Sale of Fund Shares		2.13			1.19			3.35

Returns at Public Offering Price (POP) (Class C)

	One Year			Five Years			Life of Fund
Return Before Taxes		2.19	%		1.40	%		3.85	%
Return After Taxes on Distributions		2.13			1.36			3.83
Return After Taxes on Distributions and Sale of Fund Shares		1.48			1.19			3.35

Past performance is no guarantee of future results. Returns are historical and are calculated by determining the percentage change in net asset value or offering price (as applicable) with all distributions reinvested. Investment return and principal value will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Performance is for the stated time period only; due to market volatility, the Fund’s current performance may be lower or higher than the quoted return. For performance as of the most recent month-end, please refer to www.eatonvance.com.

Average Annual Total Returns
(For the periods ended October 31, 2009)

Returns at Net Asset Value (NAV) (Class B)

	One Year			Five Years			Life of Fund
Return Before Taxes		3.92	%		1.54	%		3.65	%
Return After Taxes on Distributions		3.86			1.51			3.63
Return After Taxes on Distributions and Sale of Fund Shares		2.61			1.32			3.17

Returns at Public Offering Price (POP) (Class B)

	One Year			Five Years			Life of Fund
Return Before Taxes		-1.08	%		1.16	%		3.65	%
Return After Taxes on Distributions		-1.14			1.13			3.63
Return After Taxes on Distributions and Sale of Fund Shares		-0.64			0.99			3.17

Average Annual Total Returns
(For the periods ended October 31, 2009)

Returns at Net Asset Value (NAV) (Class I)

	One Year			Life of Fund
Return Before Taxes		4.22	%		-15.48	%
Return After Taxes on Distributions		3.94			-16.04
Return After Taxes on Distributions and Sale of Fund Shares		3.04			-13.30

Class A, Class B, Class C, and Class I of the Fund commenced investment operations on 12/27/99, 1/18/00, 1/24/00 and 11/30/07, respectively. Returns at Public Offering Price (POP) reflect the deduction of the maximum initial sales charge and applicable CDSC, while Returns at Net Asset Value (NAV) do not.

After-tax returns are calculated using certain assumptions. After-tax returns are calculated using the highest historical individual federal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on a shareholder’s tax situation and the actual characterization of distributions and may differ from those shown. After-tax returns are not relevant to shareholders who hold shares in tax-deferred accounts or to shares held by non-taxable entities. Return After Taxes on Distributions for a period may be the same as Return Before Taxes for the same period because no taxable distributions were made during that period, or because the taxable portion of distributions made during the period was insignificant. Return After Taxes on Distributions and Sale of Fund Shares for a period may be greater than or equal to Return After Taxes on Distributions for the same period because of losses realized on the sale of Fund shares.

4

Eaton Vance Tax-Managed Value Fundas of October 31, 2009

FUND EXPENSES

Example: As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchases and redemption fees (if applicable); and (2) ongoing costs, including management fees; distribution or service fees; and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 2009 – October 31, 2009).

Actual Expenses: The first section of the table below provides information about actual account values and actual expenses. You may use the information in this section, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first section under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes: The second section of the table below provides information about hypothetical account values and hypothetical expenses based on the actual Fund expense ratio and an assumed rate of return of 5% per year (before expenses), which is not the actual return of the Fund. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in your Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads) or redemption fees (if applicable). Therefore, the second section of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would be higher.

Eaton Vance Tax-Managed Value Fund

	Beginning Account Value		Ending Account Value		Expenses Paid During Period*
	(5/1/09)		(10/31/09)		(5/1/09 – 10/31/09)
Actual
Class A		$1,000.00		$1,191.30		$6.46
Class B		$1,000.00		$1,191.30		$6.57
Class C		$1,000.00		$1,186.40		$10.58
Class I		$1,000.00		$1,192.40		$5.08
Hypothetical
(5% return per year before expenses)
Class A		$1,000.00		$1,019.30		$5.95
Class B		$1,000.00		$1,019.20		$6.06
Class C		$1,000.00		$1,015.50		$9.75
Class I		$1,000.00		$1,020.60		$4.69

*   Expenses are equal to the Fund’s annualized expense ratio of 1.17% for Class A shares, 1.19% for Class B shares, 1.92% for Class C shares and 0.92% for Class I shares, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period). The Example assumes that the $1,000 was invested at the net asset value per share determined at the close of business on April 30, 2009. The Example reflects the expenses of both the Fund and the Portfolio.

5

Eaton Vance Tax-Managed Value Fundas of October 31, 2009

FINANCIAL STATEMENTS

Statement of Assets and Liabilities

As of October 31, 2009
Assets
Investment in Tax-Managed Value Portfolio, at value (identified cost, $1,161,238,818)	$	1,532,204,160
Receivable for Fund shares sold		6,493,288
Total assets	$	1,538,697,448
Liabilities
Payable for Fund shares redeemed	$	9,132,989
Payable to affiliates:
Administration fee		210,191
Distribution and service fees		346,537
Trustees’ fees		42
Accrued expenses		338,426
Total liabilities	$	10,028,185
Net Assets	$	1,528,669,263
Sources of Net Assets
Paid-in capital	$	1,529,218,777
Accumulated net realized loss from Portfolio		(384,762,051	)
Accumulated undistributed net investment income		13,247,195
Net unrealized appreciation from Portfolio		370,965,342
Total	$	1,528,669,263
Class A Shares
Net Assets	$	745,815,596
Shares Outstanding		50,543,406
Net Asset Value and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	14.76
Maximum Offering Price Per Share
(100 ¸ 94.25 of net asset value per share)	$	15.66
Class B Shares
Net Assets	$	58,022,631
Shares Outstanding		4,142,330
Net Asset Value and Offering Price Per Share*
(net assets ¸ shares of beneficial interest outstanding)	$	14.01
Class C Shares
Net Assets	$	186,734,022
Shares Outstanding		13,094,239
Net Asset Value and Offering Price Per Share*
(net assets ¸ shares of beneficial interest outstanding)	$	14.26
Class I Shares
Net Assets	$	538,097,014
Shares Outstanding		36,480,240
Net Asset Value, Offering Price and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	14.75

On sales of $50,000 or more, the offering price of Class A shares is reduced.

*  Redemption price per share is equal to the net asset value less any applicable contingent deferred sales charge.

Statement of Operations

For the Year Ended
October 31, 2009
Investment Income
Dividends allocated from Portfolio (net of foreign taxes, $785,323)	$	34,390,144
Interest allocated from Portfolio		290,843
Securities lending income allocated from Portfolio, net		110,932
Expenses allocated from Portfolio		(8,844,346	)
Total investment income from Portfolio	$	25,947,573
Expenses
Administration fee	$	1,994,110
Distribution and service fees
Class A		1,679,241
Class B		281,008
Class C		1,832,574
Trustees’ fees and expenses		555
Custodian fee		39,634
Transfer and dividend disbursing agent fees		1,233,782
Legal and accounting services		24,334
Printing and postage		211,231
Registration fees		99,149
Miscellaneous		37,528
Total expenses	$	7,433,146
Net investment income	$	18,514,427
Realized and Unrealized Gain (Loss) from Portfolio
Net realized gain (loss) —
Investment transactions	$	(144,962,763	)
Foreign currency transactions		17,299
Capital gain distributions received		836,484
Net realized loss	$	(144,108,980	)
Change in unrealized appreciation (depreciation) —
Investments	$	226,390,609
Foreign currency		80,799
Net change in unrealized appreciation (depreciation)	$	226,471,408
Net realized and unrealized gain	$	82,362,428
Net increase in net assets from operations	$	100,876,855

See notes to financial statements

6

Eaton Vance Tax-Managed Value Fundas of October 31, 2009

FINANCIAL STATEMENTS CONT’D

Statements of Changes in Net Assets

Increase (Decrease)	Year Ended			Year Ended
in Net Assets	October 31, 2009			October 31, 2008
From operations —
Net investment income	$	18,514,427		$	13,452,476
Net realized loss from investment and foreign currency transactions, and capital gain distributions received		(144,108,980	)		(197,474,625	)
Net change in unrealized appreciation (depreciation) from investments and foreign currency		226,471,408			(396,272,812	)
Net increase (decrease) in net assets from operations	$	100,876,855		$	(580,294,961	)
Distributions to shareholders —
From net investment income
Class A	$	(8,882,298	)	$	(8,147,261	)
Class B		(359,901	)		(270,151	)
Class C		(705,225	)		(564,275	)
Class I		(5,449,617	)		(1,733	)
Total distributions to shareholders	$	(15,397,041	)	$	(8,983,420	)
Transactions in shares of beneficial interest —
Proceeds from sale of shares
Class A	$	376,641,224		$	735,258,748
Class B		4,701,549			4,034,974
Class C		24,061,489			34,081,205
Class I		485,819,184			246,290,357
Net asset value of shares issued to shareholders in payment of distributions declared
Class A		6,708,706			5,630,048
Class B		272,330			202,834
Class C		507,569			403,573
Class I		1,661,913			1,733
Cost of shares redeemed
Class A		(424,983,274	)		(447,294,284	)
Class B		(23,297,910	)		(35,682,394	)
Class C		(56,947,474	)		(47,758,186	)
Class I		(177,065,852	)		(15,180,621	)
Net asset value of shares exchanged
Class A		41,033,649			23,617,530
Class B		(41,033,649	)		(23,617,530	)
Contingent deferred sales charges
Class B		68,209			—
Net increase in net assets from Fund share transactions	$	218,147,663		$	479,987,987
Net increase (decrease) in net assets	$	303,627,477		$	(109,290,394	)
	Year Ended			Year Ended
Net Assets	October 31, 2009			October 31, 2008
At beginning of year	$	1,225,041,786		$	1,334,332,180
At end of year	$	1,528,669,263		$	1,225,041,786
Accumulated undistributed net investment income included in net assets
At end of year	$	13,247,195		$	10,821,931

See notes to financial statements

7

Eaton Vance Tax-Managed Value Fundas of October 31, 2009

FINANCIAL STATEMENTS CONT’D

Financial Highlights

	Class A
	Year Ended October 31,
	2009(1)			2008(1)			2007			2006			2005
Net asset value — Beginning of year	$	14.400		$	21.750		$	18.770		$	15.920		$	13.950
Income (Loss) From Operations
Net investment income	$	0.192		$	0.229		$	0.202		$	0.189		$	0.122
Net realized and unrealized gain (loss)		0.356			(7.386	)		2.955			2.805			1.984
Total income (loss) from operations	$	0.548		$	(7.157	)	$	3.157		$	2.994		$	2.106
Less Distributions
From net investment income	$	(0.188	)	$	(0.193	)	$	(0.177	)	$	(0.144	)	$	(0.136	)
Total distributions	$	(0.188	)	$	(0.193	)	$	(0.177	)	$	(0.144	)	$	(0.136	)
Net asset value — End of year	$	14.760		$	14.400		$	21.750		$	18.770		$	15.920
Total Return(2)		4.01	%		(33.19	)%		16.93	%		18.92	%		15.17	%
Ratios/Supplemental Data
Net assets, end of year (000’s omitted)	$	745,816		$	710,258		$	737,940		$	529,073		$	363,527
Ratios (as a percentage of average daily net assets):
Expenses(3)(4)		1.19	%		1.16	%		1.16	%		1.18	%(5)		1.21	%(5)
Net investment income		1.46	%		1.20	%		1.06	%		1.16	%		0.86	%
Portfolio Turnover of the Portfolio		82	%		84	%		14	%		26	%		40	%

(1)	Net investment income per share was computed using average shares outstanding.
(2)	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.
(3)	Includes the Fund’s share of the Portfolio’s allocated expenses.
(4)	Excludes the effect of custody fee credits, if any, of less than 0.005%.
(5)	The investment adviser waived a portion of its investment adviser fee (equal to less than 0.005% of average daily net assets for the years ended October 31, 2006 and 2005).

See notes to financial statements

8

Eaton Vance Tax-Managed Value Fundas of October 31, 2009

FINANCIAL STATEMENTS CONT’D

Financial Highlights

	Class B
	Year Ended October 31,
	2009(1)			2008(1)			2007			2006			2005
Net asset value — Beginning of year	$	13.530		$	20.420		$	17.630		$	14.970		$	13.130
Income (Loss) From Operations
Net investment income	$	0.193		$	0.091		$	0.068		$	0.073		$	0.018
Net realized and unrealized gain (loss)		0.321			(6.958	)		2.761			2.618			1.862
Total income (loss) from operations	$	0.514		$	(6.867	)	$	2.829		$	2.691		$	1.880
Less Distributions
From net investment income	$	(0.044	)	$	(0.023	)	$	(0.039	)	$	(0.031	)	$	(0.040	)
Total distributions	$	(0.044	)	$	(0.023	)	$	(0.039	)	$	(0.031	)	$	(0.040	)
Contingent deferred sales charges(1)	$	0.010		$	—		$	—		$	—		$	—
Net asset value — End of year	$	14.010		$	13.530		$	20.420		$	17.630		$	14.970
Total Return(2)		3.92	%		(33.67	)%		16.07	%		18.00	%		14.34	%
Ratios/Supplemental Data
Net assets, end of year (000’s omitted)	$	58,023		$	122,001		$	248,127		$	250,030		$	239,392
Ratios (as a percentage of average daily net assets):
Expenses(3)(4)		1.29	%		1.89	%		1.91	%		1.93	%(5)		1.96	%(5)
Net investment income		1.56	%		0.50	%		0.33	%		0.44	%		0.13	%
Portfolio Turnover of the Portfolio		82	%		84	%		14	%		26	%		40	%

(1)	Net investment income and contingent deferred sales charges per share were computed using average shares outstanding.
(2)	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.
(3)	Includes the Fund’s share of the Portfolio’s allocated expenses.
(4)	Excludes the effect of custody fee credits, if any, of less than 0.005%.
(5)	The investment adviser waived a portion of its investment adviser fee (equal to less than 0.005% of average daily net assets for the years ended October 31, 2006 and 2005).

See notes to financial statements

9

Eaton Vance Tax-Managed Value Fundas of October 31, 2009

FINANCIAL STATEMENTS CONT’D

Financial Highlights

	Class C
	Year Ended October 31,
	2009(1)			2008(1)			2007			2006			2005
Net asset value — Beginning of year	$	13.870		$	20.960		$	18.100		$	15.370		$	13.470
Income (Loss) From Operations
Net investment income	$	0.099		$	0.087		$	0.062		$	0.071		$	0.018
Net realized and unrealized gain (loss)		0.337			(7.143	)		2.847			2.694			1.915
Total income (loss) from operations	$	0.436		$	(7.056	)	$	2.909		$	2.765		$	1.933
Less Distributions
From net investment income	$	(0.046	)	$	(0.034	)	$	(0.049	)	$	(0.035	)	$	(0.033	)
Total distributions	$	(0.046	)	$	(0.034	)	$	(0.049	)	$	(0.035	)	$	(0.033	)
Net asset value — End of year	$	14.260		$	13.870		$	20.960		$	18.100		$	15.370
Total Return(2)		3.19	%		(33.72	)%		16.10	%		18.02	%		14.37	%
Ratios/Supplemental Data
Net assets, end of year (000’s omitted)	$	186,734		$	218,320		$	348,265		$	297,473		$	246,593
Ratios (as a percentage of average daily net assets):
Expenses(3)(4)		1.94	%		1.91	%		1.91	%		1.93	%(5)		1.96	%(5)
Net investment income		0.78	%		0.47	%		0.32	%		0.43	%		0.12	%
Portfolio Turnover of the Portfolio		82	%		84	%		14	%		26	%		40	%

(1)	Net investment income per share was computed using average shares outstanding.
(2)	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.
(3)	Includes the Fund’s share of the Portfolio’s allocated expenses.
(4)	Excludes the effect of custody fee credits, if any, of less than 0.005%.
(5)	The investment adviser waived a portion of its investment adviser fee (equal to less than 0.005% of average daily net assets for the years ended October 31, 2006 and 2005).

See notes to financial statements

10

Eaton Vance Tax-Managed Value Fundas of October 31, 2009

FINANCIAL STATEMENTS CONT’D

Financial Highlights

	Class I
	Year Ended			Period Ended
	October 31, 2009			October 31, 2008(1)
Net asset value — Beginning of period	$	14.410		$	20.970
Income (Loss) From Operations
Net investment income(2)	$	0.205		$	0.224
Net realized and unrealized gain (loss)		0.366			(6.551	)
Total income (loss) from operations	$	0.571		$	(6.327	)
Less Distributions
From net investment income	$	(0.231	)	$	(0.233	)
Total distributions	$	(0.231	)	$	(0.233	)
Net asset value — End of period	$	14.750		$	14.410
Total Return(3)		4.22	%		(30.53	)%(4)
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$	538,097		$	174,464
Ratios (as a percentage of average daily net assets):
Expenses(5)(6)		0.94	%		0.91	%(7)
Net investment income		1.53	%		1.36	%(7)
Portfolio Turnover of the Portfolio		82	%		84	%(8)

(1)	For the period from the start of business, November 30, 2007, to October 31, 2008.
(2)	Computed using average shares outstanding.
(3)	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested.
(4)	Not annualized.
(5)	Includes the Fund’s share of the Portfolio’s allocated expenses.
(6)	Excludes the effect of custody fee credits, if any, of less than 0.005%.
(7)	Annualized.
(8)	For the Portfolio’s year ended October 31, 2008.

See notes to financial statements

11

Eaton Vance Tax-Managed Value Fundas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS

1Significant Accounting Policies

Eaton Vance Tax-Managed Value Fund (the Fund) is a diversified series of Eaton Vance Mutual Funds Trust (the Trust). The Trust is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company. The Fund offers four classes of shares. Class A shares are generally sold subject to a sales charge imposed at time of purchase. Class B and Class C shares are sold at net asset value and are generally subject to a contingent deferred sales charge (see Note 5). Class I shares are sold at net asset value and are not subject to a sales charge. Class B shares automatically convert to Class A shares eight years after their purchase as described in the Fund’s prospectus. Each class represents a pro-rata interest in the Fund, but votes separately on class-specific matters and (as noted below) is subject to different expenses. Realized and unrealized gains and losses and net investment income and losses, other than class-specific expenses, are allocated daily to each class of shares based on the relative net assets of each class to the total net assets of the Fund. Each class of shares differs in its distribution plan and certain other class-specific expenses. The Fund invests all of its investable assets in interests in Tax-Managed Value Portfolio (the Portfolio), a New York trust, having the same investment objective and policies as the Fund. The value of the Fund’s investment in the Portfolio reflects the Fund’s proportionate interest in the net assets of the Portfolio (92.9% at October 31, 2009). The performance of the Fund is directly affected by the performance of the Portfolio. The financial statements of the Portfolio, including the portfolio of investments, are included elsewhere in this report and should be read in conjunction with the Fund’s financial statements.

The following is a summary of significant accounting policies of the Fund. The policies are in conformity with accounting principles generally accepted in the United States of America. A source of authoritative accounting principles applied in the preparation of the Fund’s financial statements is the Financial Accounting Standards Board (FASB) Accounting Standards Codification (the Codification), which superseded existing non-Securities and Exchange Commission accounting and reporting standards for interim and annual reporting periods ending after September 15, 2009. The adoption of the Codification for the current reporting period did not impact the Fund’s application of generally accepted accounting principles.

AInvestment Valuation — Valuation of securities by the Portfolio is discussed in Note 1A of the Portfolio’s Notes to Financial Statements, which are included elsewhere in this report.

BIncome — The Fund’s net investment income or loss consists of the Fund’s pro-rata share of the net investment income or loss of the Portfolio, less all actual and accrued expenses of the Fund.

CFederal Taxes — The Fund’s policy is to comply with the provisions of the Internal Revenue Code applicable to regulated investment companies and to distribute to shareholders each year substantially all of its net investment income, and all or substantially all of its net realized capital gains. Accordingly, no provision for federal income tax is necessary. The Fund also seeks to avoid payment of federal excise tax.

At October 31, 2009, the Fund, for federal income tax purposes, had a capital loss carryforward of $381,876,055 which will reduce its taxable income arising from future net realized gains on investment transactions, if any, to the extent permitted by the Internal Revenue Code, and thus will reduce the amount of distributions to shareholders, which would otherwise be necessary to relieve the Fund of any liability for federal income or excise tax. Such capital loss carryforward will expire on October 31, 2010 ($43,295,557), October 31, 2016 ($193,115,002) and October 31, 2017 ($145,465,496).

As of October 31, 2009, the Fund had no uncertain tax positions that would require financial statement recognition, de-recognition, or disclosure. Each of the Fund’s federal tax returns filed in the 3-year period ended October 31, 2009 remains subject to examination by the Internal Revenue Service.

DExpenses — The majority of expenses of the Trust are directly identifiable to an individual fund. Expenses which are not readily identifiable to a specific fund are allocated taking into consideration, among other things, the nature and type of expense and the relative size of the funds.

EExpense Reduction — State Street Bank and Trust Company (SSBT) serves as custodian of the Fund. Pursuant to the custodian agreement, SSBT receives a fee reduced by credits, which are determined based on the average daily cash balance the Fund maintains with SSBT. All credit balances, if any, used to reduce the Fund’s custodian fees are reported as a reduction of expenses in the Statement of Operations.

FUse 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.

12

Eaton Vance Tax-Managed Value Fundas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

GIndemnifications — Under the Trust’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 Fund, and shareholders are indemnified against personal liability for the obligations of the Trust. Additionally, in the normal course of business, the Fund enters into agreements with service providers that may contain indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred.

HOther — Investment transactions are accounted for on a trade date basis. Dividends to shareholders are recorded on the ex-dividend date.

2Distributions to Shareholders

It is the present policy of the Fund to make at least one distribution annually (normally in December) of all or substantially all of its net investment income and to distribute annually all or substantially all of its net realized capital gains (reduced by available capital loss carryforwards from prior years, if any). Distributions are declared separately for each class of shares. Shareholders may reinvest income and capital gain distributions in additional shares of the same class of the Fund at the net asset value as of the ex-dividend date or, at the election of the shareholder, receive distributions in cash. The Fund distinguishes between distributions on a tax basis and a financial reporting basis. Accounting principles generally accepted in the United States of America require that only distributions in excess of tax basis earnings and profits be reported in the financial statements as a return of capital. Permanent differences between book and tax accounting relating to distributions are reclassified to paid-in capital. For tax purposes, distributions from short-term capital gains are considered to be from ordinary income.

The tax character of distributions declared for the years ended October 31, 2009 and October 31, 2008 was as follows:

	Year Ended October 31,
	2009		2008
Distributions declared from:
Ordinary income	$	15,397,041	$	8,983,420

During the year ended October 31, 2009, accumulated net realized loss was decreased by $710,729, accumulated undistributed net investment income was decreased by $692,122 and paid-in capital was decreased by $18,607 due to differences between book and tax accounting, primarily for distributions from real estate investment trusts (REITs), foreign currency gain (loss) and non-deductible expenses. These reclassifications had no effect on the net assets or net asset value per share of the Fund.

As of October 31, 2009, the components of distributable earnings (accumulated losses) and unrealized appreciation (depreciation) on a tax basis were as follows:

Undistributed ordinary income	$    13,596,287
Capital loss carryforward	$(381,876,055)
Net unrealized appreciation	$  367,730,254

The differences between components of distributable earnings (accumulated losses) on a tax basis and the amounts reflected in the Statement of Assets and Liabilities are primarily due to wash sales, partnership allocations, investments in REITs and investments in partnerships.

3Transactions with Affiliates

The administration fee is earned by Eaton Vance Management (EVM) as compensation for administrative services rendered to the Fund. The fee is computed at an annual rate of 0.15% of the Fund’s average daily net assets. For the year ended October 31, 2009, the administration fee amounted to $1,994,110. The Portfolio has engaged Boston Management and Research (BMR), a subsidiary of EVM, to render investment advisory services. See Note 2 of the Portfolio’s Notes to Financial Statements which are included elsewhere in this report. EVM serves as the sub-transfer agent of the Fund and receives from the transfer agent an aggregate fee based upon the actual expenses incurred by EVM in the performance of these services. For the year ended October 31, 2009, EVM earned $65,944 in sub-transfer agent fees. The Fund was informed that Eaton Vance Distributors, Inc. (EVD), an affiliate of EVM and the Fund’s principal underwriter, received $44,090 as its portion of the sales charge on sales of Class A shares for the year ended October 31, 2009. EVD also received distribution and service fees from Class A, Class B and Class C shares (see Note 4) and contingent deferred sales charges (see Note 5).

Except for Trustees of the Fund and the Portfolio who are not members of EVM’s or BMR’s organizations, officers and Trustees receive remuneration for their services to the Fund out of the investment adviser fee. Certain officers and Trustees of the Fund and the Portfolio are officers of the above organizations.

4Distribution Plans

The Fund has in effect a distribution plan for Class A shares (Class A Plan) pursuant to Rule 12b-1 under the 1940 Act. The Class A Plan provides that the Fund will pay EVD a distribution and service fee of 0.25% per annum of its average daily net assets attributable to Class A shares for distribution services and facilities provided to the Fund

13

Eaton Vance Tax-Managed Value Fundas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

by EVD, as well as for personal services and/or the maintenance of shareholder accounts. Distribution and service fees paid or accrued to EVD for the year ended October 31, 2009 amounted to $1,679,241 for Class A shares.

The Fund also has in effect distribution plans for Class B shares (Class B Plan) and Class C shares (Class C Plan) pursuant to Rule 12b-1 under the 1940 Act. The Class B and Class C Plans require the Fund to pay EVD amounts equal to 0.75% per annum of its average daily net assets attributable to Class B and Class C shares for providing ongoing distribution services and facilities to the Fund. The Fund will automatically discontinue payments to EVD during any period in which there are no outstanding Uncovered Distribution Charges, which are equivalent to the sum of (i) 5% and 6.25% of the aggregate amount received by the Fund for Class B and Class C shares sold, respectively, plus (ii) interest calculated by applying the rate of 1% over the prevailing prime rate to the outstanding balance of Uncovered Distribution Charges of EVD of each respective class, reduced by the aggregate amount of contingent deferred sales charges (see Note 5) and amounts theretofore paid or payable to EVD by each respective class. Such payments were discontinued during portions of the year ended October 31, 2009 with respect to Class B. For the year ended October 31, 2009, the Fund paid or accrued to EVD $78,668 and $1,374,430 for Class B and Class C shares, respectively, representing 0.10% and 0.75% of the average daily net assets of Class B and Class C shares, respectively. At October 31, 2009, the amount of Uncovered Distribution Charges of EVD calculated under the Class C Plan was approximately $23,800,000. There were no Uncovered Distribution Charges calculated under the Class B Plan at October 31, 2009.

The Class B and Class C Plans also authorize the Fund to make payments of service fees to EVD, financial intermediaries and other persons in amounts not exceeding 0.25% per annum of its average daily net assets attributable to that class. Service fees paid or accrued are for personal services and/or the maintenance of shareholder accounts. They are separate and distinct from the sales commissions and distribution fees payable to EVD and, as such, are not subject to automatic discontinuance when there are no outstanding Uncovered Distribution Charges of EVD. Service fees paid or accrued for the year ended October 31, 2009 amounted to $202,340 and $458,144 for Class B and Class C shares, respectively.

5Contingent Deferred Sales Charges

A contingent deferred sales charge (CDSC) generally is imposed on redemptions of Class B shares made within six years of purchase and on redemptions of Class C shares made within one year of purchase. Class A shares may be subject to a 1% CDSC if redeemed within 18 months of purchase (depending on the circumstances of purchase). Generally, the CDSC is based upon the lower of the net asset value at date of redemption or date of purchase. No charge is levied on shares acquired by reinvestment of dividends or capital gain distributions. The CDSC for Class B shares is imposed at declining rates that begin at 5% in the case of redemptions in the first and second year after purchase, declining one percentage point each subsequent year. Class C shares are subject to a 1% CDSC if redeemed within one year of purchase. No CDSC is levied on shares which have been sold to EVM or its affiliates or to their respective employees or clients and may be waived under certain other limited conditions. CDSCs received on Class B and Class C redemptions are paid to EVD to reduce the amount of Uncovered Distribution Charges calculated under the Fund’s Class B and Class C Plans. CDSCs received on Class B and Class C redemptions when no Uncovered Distribution Charges exist are credited to the Fund. For the year ended October 31, 2009, the Fund was informed that EVD received approximately $3,000, $67,000 and $17,000 of CDSCs paid by Class A, Class B and Class C shareholders, respectively. In addition, $68,209 of CDSCs were paid by Class B shareholders directly to the Fund for days when no Uncovered Distribution Charges existed.

6Investment Transactions

For the year ended October 31, 2009, increases and decreases in the Fund’s investment in the Portfolio aggregated $642,310,893 and $445,185,421, respectively.

7Shares of Beneficial Interest

The Fund’s Declaration of Trust permits the Trustees to issue an unlimited number of full and fractional shares of beneficial interest (without par value). Such shares may be issued in a number of different series (such as the Fund) and classes. Transactions in Fund shares were as follows:

	Year Ended October 31,
Class A	2009			2008
Sales		29,818,796			38,743,553
Issued to shareholders electing to receive payments of distributions in Fund shares		524,527			263,579
Redemptions		(32,326,321	)		(24,845,762	)
Exchange from Class B shares		3,197,865			1,246,356
Net increase		1,214,867			15,407,726

14

Eaton Vance Tax-Managed Value Fundas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

	Year Ended October 31,
Class B	2009			2008
Sales		390,397			228,065
Issued to shareholders electing to receive payments of distributions in Fund shares		22,414			10,046
Redemptions		(1,916,221	)		(2,045,593	)
Exchange to Class A shares		(3,372,227	)		(1,323,839	)
Net decrease		(4,875,637	)		(3,131,321	)
	Year Ended October 31,
Class C	2009			2008
Sales		1,904,736			1,855,880
Issued to shareholders electing to receive payments of distributions in Fund shares		40,801			19,487
Redemptions		(4,593,481	)		(2,751,581	)
Net decrease		(2,647,944	)		(876,214	)
	Year Ended October 31,
Class I	2009			2008(1)
Sales		36,720,245			13,008,304
Issued to shareholders electing to receive payments of distributions in Fund shares		130,244			81
Redemptions		(12,477,883	)		(900,751	)
Net increase		24,372,606			12,107,634

(1) Class I commenced operations on November 30, 2007.

8Review for Subsequent Events

In connection with the preparation of the financial statements of the Fund as of and for the year ended October 31, 2009, events and transactions subsequent to October 31, 2009 through December 18, 2009, the date the financial statements were issued, have been evaluated by the Fund’s management for possible adjustment and/or disclosure. Management has not identified any subsequent events requiring financial statement disclosure as of the date these financial statements were issued.

15

Eaton Vance Tax-Managed Value Fundas of October 31, 2009

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Trustees of Eaton Vance Mutual Funds Trust
and Shareholders of Eaton Vance Tax-Managed
Value Fund:

We have audited the accompanying statement of assets and liabilities of Eaton Vance Tax-Managed Value Fund (the “Fund”) (one of the funds constituting Eaton Vance Mutual Funds Trust) as of October 31, 2009, 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 financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the 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 financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Eaton Vance Tax-Managed Value Fund as of October 31, 2009, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 18, 2009

16

Eaton Vance Tax-Managed Value Fundas of October 31, 2009

FEDERAL TAX INFORMATION (Unaudited)

The Form 1099-DIV you receive in January 2010 will show the tax status of all distributions paid to your account in calendar year 2009. Shareholders are advised to consult their own tax adviser with respect to the tax consequences of their investment in the Fund. As required by the Internal Revenue Code regulations, shareholders must be notified within 60 days of the Fund’s fiscal year end regarding the status of qualified dividend income for individuals and the dividends received deduction for corporations.

Qualified Dividend Income. The Fund designates $32,349,330, or up to the maximum amount of such dividends allowable pursuant to the Internal Revenue Code, as qualified dividend income eligible for the reduced tax rate of 15%.

Dividends Received Deduction. Corporate shareholders are generally entitled to take the dividends received deduction on the portion of the Fund’s dividend distribution that qualifies under tax law. For the Fund’s fiscal 2009 ordinary income dividends, 100% qualifies for the corporate dividends received deduction.

17

Tax-Managed Value Portfolioas of October 31, 2009

PORTFOLIO OF INVESTMENTS

Common Stocks — 98.9%
Security	Shares		Value
Aerospace & Defense — 3.4%
General Dynamics Corp.		400,000	$	25,080,000
United Technologies Corp.		500,000		30,725,000
			$	55,805,000
Beverages — 1.2%
PepsiCo, Inc.		325,000	$	19,678,750
			$	19,678,750
Biotechnology — 0.7%
Amgen, Inc.(1)		225,000	$	12,089,250
			$	12,089,250
Capital Markets — 3.0%
Goldman Sachs Group, Inc.		219,725	$	37,390,603
Northern Trust Corp.		225,000		11,306,250
			$	48,696,853
Chemicals — 0.9%
Air Products and Chemicals, Inc.		200,000	$	15,426,000
			$	15,426,000
Commercial Banks — 6.1%
Fifth Third Bancorp		875,000	$	7,822,500
PNC Financial Services Group, Inc.		630,000		30,832,200
U.S. Bancorp		675,000		15,673,500
Wells Fargo & Co.		1,675,000		46,096,000
			$	100,424,200
Commercial Services & Supplies — 1.5%
Waste Management, Inc.		825,000	$	24,651,000
			$	24,651,000
Communications Equipment — 1.3%
Cisco Systems, Inc.(1)		575,000	$	13,138,750
Telefonaktiebolaget LM Ericsson, Class B		800,000		8,358,267
			$	21,497,017
Computers & Peripherals — 3.5%
Hewlett-Packard Co.		700,000	$	33,222,000
International Business Machines Corp.		200,000		24,122,000
			$	57,344,000
Consumer Finance — 2.4%
American Express Co.		400,000	$	13,936,000
Capital One Financial Corp.		720,000		26,352,000
			$	40,288,000
Diversified Financial Services — 5.0%
Bank of America Corp.		2,500,000	$	36,450,000
JPMorgan Chase & Co.		1,100,000		45,947,000
			$	82,397,000
Diversified Telecommunication Services — 3.4%
AT&T, Inc.		1,400,000	$	35,938,000
Verizon Communications, Inc.		675,000		19,973,250
			$	55,911,250
Electric Utilities — 2.3%
Entergy Corp.		175,000	$	13,426,000
Exelon Corp.		300,000		14,088,000
FPL Group, Inc.		200,000		9,820,000
			$	37,334,000
Electrical Equipment — 0.5%
Emerson Electric Co.		225,000	$	8,493,750
			$	8,493,750
Energy Equipment & Services — 2.4%
Halliburton Co.		700,000	$	20,447,000
Transocean, Ltd.(1)		225,000		18,879,750
			$	39,326,750
Food & Staples Retailing — 2.0%
CVS Caremark Corp.		450,000	$	15,885,000
Wal-Mart Stores, Inc.		340,000		16,891,200
			$	32,776,200

See notes to financial statements

18

Tax-Managed Value Portfolioas of October 31, 2009

PORTFOLIO OF INVESTMENTS CONT’D

Security	Shares		Value
Food Products — 2.0%
Nestle SA		700,000	$	32,551,091
			$	32,551,091
Health Care Equipment & Supplies — 1.2%
Boston Scientific Corp.(1)		1,250,000	$	10,150,000
Covidien PLC		225,378		9,492,921
			$	19,642,921
Health Care Providers & Services — 0.5%
UnitedHealth Group, Inc.		345,000	$	8,952,750
			$	8,952,750
Hotels, Restaurants & Leisure — 2.8%
Carnival Corp.		365,000	$	10,628,800
McDonald’s Corp.		600,000		35,166,000
			$	45,794,800
Industrial Conglomerates — 1.6%
General Electric Co.		1,200,000	$	17,112,000
Tyco International, Ltd.		300,000		10,065,000
			$	27,177,000
Insurance — 5.1%
ACE, Ltd.(1)		215,750	$	11,080,920
Lincoln National Corp.		500,000		11,915,000
MetLife, Inc.		600,000		20,418,000
Prudential Financial, Inc.		700,000		31,661,000
Travelers Companies, Inc. (The)		170,000		8,464,300
			$	83,539,220
IT Services — 1.6%
MasterCard, Inc., Class A		80,000	$	17,521,600
Western Union Co.		500,000		9,085,000
			$	26,606,600
Life Sciences Tools & Services — 0.7%
Thermo Fisher Scientific, Inc.(1)		250,000	$	11,250,000
			$	11,250,000
Machinery — 1.8%
Caterpillar, Inc.		175,000	$	9,635,500
Deere & Co.		200,000		9,110,000
PACCAR, Inc.		275,000		10,287,750
			$	29,033,250
Media — 0.6%
Walt Disney Co. (The)		365,000	$	9,990,050
			$	9,990,050
Metals & Mining — 3.0%
BHP Billiton, Ltd. ADR		300,000	$	19,674,000
Freeport-McMoRan Copper & Gold, Inc.		275,000		20,174,000
Nucor Corp.		250,000		9,962,500
			$	49,810,500
Multi-Utilities — 1.3%
Dominion Resources, Inc.		300,000	$	10,227,000
Public Service Enterprise Group, Inc.		350,000		10,430,000
			$	20,657,000
Multiline Retail — 1.1%
Target Corp.		380,000	$	18,403,400
			$	18,403,400
Oil, Gas & Consumable Fuels — 17.0%
Anadarko Petroleum Corp.		650,000	$	39,604,500
Apache Corp.		350,000		32,942,000
Chevron Corp.		575,000		44,010,500
ConocoPhillips		200,000		10,036,000
Exxon Mobil Corp.		600,000		43,002,000
Hess Corp.		575,000		31,475,500
Occidental Petroleum Corp.		550,000		41,734,000
Peabody Energy Corp.		250,000		9,897,500
Total SA ADR		300,000		18,021,000
XTO Energy, Inc.		250,000		10,390,000
			$	281,113,000
Pharmaceuticals — 5.7%
Abbott Laboratories		525,000	$	26,549,250
Bristol-Myers Squibb Co.		500,000		10,900,000

See notes to financial statements

19

Tax-Managed Value Portfolioas of October 31, 2009

PORTFOLIO OF INVESTMENTS CONT’D

Security	Shares		Value
Pharmaceuticals (continued)
Pfizer, Inc.		2,000,000	$	34,060,000
Schering-Plough Corp.		800,000		22,560,000
			$	94,069,250
Real Estate Investment Trusts (REITs) — 2.8%
AvalonBay Communities, Inc.		200,000	$	13,756,000
Boston Properties, Inc.		150,000		9,115,500
Equity Residential		340,000		9,819,200
Vornado Realty Trust		240,000		14,294,400
			$	46,985,100
Road & Rail — 1.6%
Burlington Northern Santa Fe Corp.		350,000	$	26,362,000
			$	26,362,000
Semiconductors & Semiconductor Equipment — 1.4%
Applied Materials, Inc.		725,000	$	8,845,000
Intel Corp.		725,000		13,854,750
			$	22,699,750
Software — 1.7%
Microsoft Corp.		700,000	$	19,411,000
Oracle Corp.		400,000		8,440,000
			$	27,851,000
Specialty Retail — 3.9%
Best Buy Co., Inc.		850,000	$	32,453,000
Staples, Inc.		925,000		20,072,500
TJX Companies, Inc. (The)		330,000		12,325,500
			$	64,851,000
Textiles, Apparel & Luxury Goods — 1.2%
NIKE, Inc., Class B		330,000	$	20,519,400
			$	20,519,400
Wireless Telecommunication Services — 0.7%
Vodafone Group PLC ADR		550,000	$	12,204,500
			$	12,204,500
Total Common Stocks
(identified cost $1,227,960,066)			$	1,632,202,602

Short-Term Investments — 1.1%
	Interest
Description	(000’s omitted)		Value
Cash Management Portfolio, 0.00%(2)	$	17,930	$	17,930,003
			$	17,930,003
Total Short-Term Investments
(identified cost $17,930,003)			$	17,930,003
Total Investments — 100.0%
(identified cost $1,245,890,069)			$	1,650,132,605
Other Assets, Less Liabilities — 0.0%			$	(807,016	)
Net Assets — 100.0%			$	1,649,325,589

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

ADR - American Depositary Receipt

(1)	Non-income producing security.
(2)	Affiliated investment company available to Eaton Vance portfolios and funds which invests in high quality, U.S. dollar denominated money market instruments. The rate shown is the annualized seven-day yield as of October 31, 2009.

See notes to financial statements

20

Tax-Managed Value Portfolioas of October 31, 2009

FINANCIAL STATEMENTS

Statement of Assets and Liabilities

As of October 31, 2009
Assets
Unaffiliated investments, at value (identified cost, $1,227,960,066)	$	1,632,202,602
Affiliated investment, at value (identified cost, $17,930,003)		17,930,003
Cash		688,049
Dividends receivable		2,158,696
Receivable for investments sold		27,923,542
Tax reclaims receivable		793,385
Total assets	$	1,681,696,277
Liabilities
Payable for investments purchased	$	31,228,194
Payable to affiliates:
Investment adviser fee		931,046
Trustees’ fees		4,208
Accrued expenses		207,240
Total liabilities	$	32,370,688
Net Assets applicable to investors’ interest in Portfolio	$	1,649,325,589
Sources of Net Assets
Net proceeds from capital contributions and withdrawals	$	1,244,989,937
Net unrealized appreciation		404,335,652
Total	$	1,649,325,589

Statement of Operations

For the Year Ended
October 31, 2009
Investment Income
Dividends (net of foreign taxes, $846,791)	$	37,214,973
Securities lending income, net		120,618
Interest income allocated from affiliated investment		316,146
Expenses allocated from affiliated investment		(184,782	)
Total investment income	$	37,466,955
Expenses
Investment adviser fee	$	8,813,913
Trustees’ fees and expenses		51,784
Custodian fee		350,363
Legal and accounting services		84,980
Miscellaneous		66,340
Total expenses	$	9,367,380
Deduct —
Reduction of custodian fee	$	1
Total expense reductions	$	1
Net expenses	$	9,367,379
Net investment income	$	28,099,576
Realized and Unrealized Gain (Loss)
Net realized gain (loss) —
Investment transactions	$	(159,506,070	)
Investment transactions allocated from affiliated investment		(399,221	)
Foreign currency transactions		18,492
Capital gain distributions received		905,193
Net realized loss	$	(158,981,606	)
Change in unrealized appreciation (depreciation) —
Investments	$	241,895,538
Foreign currency		86,546
Net change in unrealized appreciation (depreciation)	$	241,982,084
Net realized and unrealized gain	$	83,000,478
Net increase in net assets from operations	$	111,100,054

See notes to financial statements

21

Tax-Managed Value Portfolioas of October 31, 2009

FINANCIAL STATEMENTS CONT’D

Statements of Changes in Net Assets

Increase (Decrease)	Year Ended			Year Ended
in Net Assets	October 31, 2009			October 31, 2008
From operations —
Net investment income	$	28,099,576		$	27,080,353
Net realized loss from investment and foreign currency transactions, and capital gain distributions received		(158,981,606	)		(221,801,106	)
Net change in unrealized appreciation (depreciation) from investments and foreign currency		241,982,084			(439,284,824	)
Net increase (decrease) in net assets from operations	$	111,100,054		$	(634,005,577	)
Capital transactions —
Contributions	$	643,314,732		$	1,026,614,787
Withdrawals		(462,369,238	)		(556,492,962	)
Net increase in net assets from capital transactions	$	180,945,494		$	470,121,825
Net increase (decrease) in net assets	$	292,045,548		$	(163,883,752	)
Net Assets
At beginning of year	$	1,357,280,041		$	1,521,163,793
At end of year	$	1,649,325,589		$	1,357,280,041

See notes to financial statements

22

Tax-Managed Value Portfolioas of October 31, 2009

FINANCIAL STATEMENTS CONT’D

Supplementary Data

	Year Ended October 31,
	2009			2008			2007			2006			2005
Ratios/Supplemental Data
Ratios (as a percentage of average daily net assets):
Expenses(2)		0.67	%		0.66	%		0.66	%		0.67	%(1)		0.68	%(1)
Net investment income		1.96	%		1.71	%		1.56	%		1.67	%		1.40	%
Portfolio Turnover		82	%		84	%		14	%		26	%		40	%
Total Return		4.55	%		(32.85	)%		17.51	%		19.53	%		15.76	%
Net assets, end of year (000’s omitted)	$	1,649,326		$	1,357,280		$	1,521,164		$	1,212,996		$	946,075

(1)	The investment adviser waived a portion of its investment adviser fee (equal to less than 0.005% of average daily net assets for the years ended October 31, 2006 and 2005).
(2)	Excludes the effect of custody fee credits, if any, of less than 0.005%.

See notes to financial statements

23

Tax-Managed Value Portfolioas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS

1Significant Accounting Policies

Tax-Managed Value Portfolio (the Portfolio) is a New York trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as a diversified, open-end management investment company. The Portfolio’s investment objective is to achieve long-term, after-tax returns by investing in a diversified portfolio of value stocks. The Declaration of Trust permits the Trustees to issue interests in the Portfolio. At October 31, 2009, Eaton Vance Tax-Managed Value Fund and Eaton Vance Tax-Managed Equity Asset Allocation Fund held an interest of 92.9% and 7.1%, 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 source of authoritative accounting principles applied in the preparation of the Portfolio’s financial statements is the Financial Accounting Standards Board (FASB) Accounting Standards Codification (the Codification), which superseded existing non-Securities and Exchange Commission accounting and reporting standards for interim and annual reporting periods ending after September 15, 2009. The adoption of the Codification for the current reporting period did not impact the Portfolio’s application of generally accepted accounting principles.

AInvestment Valuation — Equity securities (including common shares of closed-end investment companies) listed on a U.S. securities exchange generally are valued at the last sale price on the day of valuation or, if no sales took place on such date, at the mean between the closing bid and asked prices therefore on the exchange where such securities are principally traded. Equity securities listed on the NASDAQ Global or Global Select Market generally are valued at the NASDAQ official closing price. Unlisted or listed securities for which closing sales prices or closing quotations are not available are valued at the mean between the latest available bid and asked prices or, in the case of preferred equity securities that are not listed or traded in the over-the-counter market, by a third party pricing service that will use various techniques that consider factors including, but not limited to, prices or yields of securities with similar characteristics, benchmark yields, broker/dealer quotes, quotes of underlying common stock, issuer spreads, as well as industry and economic events. Short-term debt securities with a remaining maturity of sixty days or less are generally valued at amortized cost, which approximates market value. Foreign securities and currencies are valued in U.S. dollars, based on foreign currency exchange rate quotations supplied by a third party pricing service. The pricing service uses a proprietary model to determine the exchange rate. Inputs to the model include reported trades and implied bid/ask spreads. The daily valuation of exchange-traded foreign securities generally is determined as of the close of trading on the principal exchange on which such securities trade. Events occurring after the close of trading on foreign exchanges may result in adjustments to the valuation of foreign securities to more accurately reflect their fair value as of the close of regular trading on the New York Stock Exchange. When valuing foreign equity securities that meet certain criteria, the Trustees have approved the use of a fair value service that values such securities to reflect market trading that occurs after the close of the applicable foreign markets of comparable securities or other instruments that have a strong correlation to the fair-valued securities. Investments for which valuations or market quotations are not readily available or are deemed unreliable are valued at fair value using methods determined in good faith by or at the direction of the Trustees of the Portfolio in a manner that most fairly reflects the security’s value, or the amount that the Portfolio might reasonably expect to receive for the security upon its current sale in the ordinary course. Each such determination is based on a consideration of all relevant factors, which are likely to vary from one pricing context to another. These factors may include, but are not limited to, the type of security, the existence of any contractual restrictions on the security’s disposition, the price and extent of public trading in similar securities of the issuer or of comparable companies 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.

The Portfolio may invest in Cash Management Portfolio (Cash Management) and Eaton Vance Cash Collateral Fund, LLC (Cash Collateral Fund), affiliated investment companies managed by Boston Management and Research (BMR) and Eaton Vance Management (EVM), respectively. Cash Management and Cash Collateral Fund normally value their investment securities utilizing the amortized cost valuation technique in accordance with Rule 2a-7 of the 1940 Act. This technique involves initially valuing a portfolio security at its cost and thereafter assuming a constant amortization to maturity of any discount or premium. If amortized cost is determined not to approximate fair value, Cash Management and Cash Collateral Fund may value their investment securities based on available market quotations provided by a third party pricing service.

BInvestment 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.

24

Tax-Managed Value Portfolioas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

CIncome — Dividend income is recorded on the ex-dividend date for dividends received in cash and/or securities. However, if the ex-dividend date has passed, certain dividends from foreign securities are recorded as the Portfolio is informed of the ex-dividend date. Withholding taxes on foreign dividends and capital gains have been provided for in accordance with the Portfolio’s understanding of the applicable countries’ tax rules and rates. Interest income is recorded on the basis of interest accrued, adjusted for amortization of premium or accretion of discount.

DFederal 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 October 31, 2009, the Portfolio had no uncertain tax positions that would require financial statement recognition, de-recognition, or disclosure. Each of the Portfolio’s federal tax returns filed in the 3-year period ended October 31, 2009 remains subject to examination by the Internal Revenue Service.

EExpense 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.

FForeign Currency Translation — Investment valuations, other assets, and liabilities initially expressed in foreign currencies are translated each business day into U.S. dollars based upon current exchange rates. Purchases and sales of foreign investment securities and income and expenses denominated in foreign currencies are translated into U.S. dollars based upon currency exchange rates in effect on the respective dates of such transactions. Recognized gains or losses on investment transactions attributable to changes in foreign currency exchange rates are recorded for financial statement purposes as net realized gains and losses on investments. That portion of unrealized gains and losses on investments that results from fluctuations in foreign currency exchange rates is not separately disclosed.

GUse 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.

HIndemnifications — 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.

2Investment Adviser Fee and Other Transactions with Affiliates

The investment adviser fee is earned by BMR as compensation for investment advisory services rendered to the Portfolio. Pursuant to the investment advisory agreement and subsequent fee reduction agreement between the Portfolio and BMR, the fee is computed at an annual rate of 0.65% of the Portfolio’s average daily net assets up to $500 million, 0.625% from $500 million up to $1 billion, 0.600% from $1 billion up to $2 billion and at reduced rates as average net assets exceed that level, and is payable monthly. The fee reduction cannot be terminated without the consent of the Trustees and shareholders. The portion of the adviser fee payable by Cash Management on the Portfolio’s investment of cash therein is credited against the Portfolio’s investment adviser fee. For the year ended October 31, 2009, the Portfolio’s investment adviser fee totaled $8,989,348 of which $175,435 was allocated from Cash Management and $8,813,913 was paid or accrued directly by the Portfolio. For the year ended October 31, 2009, the

25

Tax-Managed Value Portfolioas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

Portfolio’s investment adviser fee, including the portion allocated from Cash Management, was 0.63% of the Portfolio’s average daily net assets.

Except for Trustees of the Portfolio who are not members of EVM’s or BMR’s organizations, officers and Trustees receive remuneration for their services to the Portfolio out of the investment adviser fee. Trustees of the Portfolio who are not affiliated with the investment adviser may elect to defer receipt of all or a percentage of their annual fees in accordance with the terms of the Trustees Deferred Compensation Plan. For the year ended October 31, 2009, no significant amounts have been deferred. Certain officers and Trustees of the Portfolio are officers of the above organizations.

3Purchases and Sales of Investments

Purchases and sales of investments, other than short-term obligations, aggregated $1,406,750,645 and $1,140,580,177, respectively, for the year ended October 31, 2009.

4Federal Income Tax Basis of Investments

The cost and unrealized appreciation (depreciation) of investments of the Portfolio at October 31, 2009, as determined on a federal income tax basis, were as follows:

Aggregate cost	$	1,249,798,663
Gross unrealized appreciation	$	405,782,200
Gross unrealized depreciation		(5,448,258	)
Net unrealized appreciation	$	400,333,942

The net unrealized appreciation on foreign currency transactions at October 31, 2009 on a federal income tax basis was $93,116.

5Line of Credit

The Portfolio participates with other portfolios and funds managed by EVM and its affiliates in a $450 million unsecured line of credit agreement with a group of banks. Borrowings are made by the Portfolio solely to facilitate the handling of unusual and/or unanticipated short-term cash requirements. Interest is charged to the Portfolio based on its borrowings at an amount above either the Eurodollar rate or Federal Funds rate. In addition, a fee computed at an annual rate of 0.10% on the daily unused portion of the line of credit is allocated among the participating portfolios and funds at the end of each quarter. The Portfolio did not have any significant borrowings or allocated fees during the year ended October 31, 2009.

6Securities Lending Agreement

The Portfolio has established a securities lending agreement with SSBT as securities lending agent in which the Portfolio lends portfolio securities to qualified borrowers in exchange for collateral consisting of either cash or U.S. Government securities in an amount at least equal to the market value of the securities on loan. Cash collateral is invested in Cash Collateral Fund. The Portfolio earns interest on the amount invested in Cash Collateral Fund but it must pay (and at times receive from) the broker a loan rebate fee computed as a varying percentage of the collateral received. The net loan rebate fee paid by the Portfolio amounted to $42,721 for the year ended October 31, 2009. In the event of counterparty default, the Portfolio is subject to potential loss if it is delayed or prevented from exercising its right to dispose of the collateral. The Portfolio bears risk in the event that invested collateral is not sufficient to meet obligations due on loans. At October 31, 2009, the Portfolio had no securities on loan. For the year ended October 31, 2009, the Portfolio realized losses of $399,221 on its investment of cash collateral in connection with securities lending.

7Fair Value Measurements

The Portfolio adopted FASB Statement of Financial Accounting Standards No. 157 (FAS 157), “Fair Value Measurements”, (currently FASB Accounting Standards Codification (ASC) 820-10), effective November 1, 2008. Such standard established a three-tier hierarchy to prioritize the assumptions, referred to as inputs, used in valuation techniques to measure fair value. The three-tier hierarchy of inputs is summarized in the three broad levels listed below.

•  Level 1 – quoted prices in active markets for identical investments

•  Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

•  Level 3 – significant unobservable inputs (including a fund’s own assumptions in determining the fair value of investments)

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

At October 31, 2009, the inputs used in valuing the Portfolio’s investments, which are carried at value, were as follows:

26

Tax-Managed Value Portfolioas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

	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
Consumer Discretionary	$	159,558,650	$	—		$	—	$	159,558,650
Consumer Staples		52,454,950		32,551,091			—		85,006,041
Energy		320,439,750		—			—		320,439,750
Financials		402,330,373		—			—		402,330,373
Health Care		146,004,171		—			—		146,004,171
Industrials		171,522,000		—			—		171,522,000
Information Technology		147,640,100		8,358,267			—		155,998,367
Materials		65,236,500		—			—		65,236,500
Telecommunication Services		68,115,750		—			—		68,115,750
Utilities		57,991,000		—			—		57,991,000
Total Common Stocks	$	1,591,293,244	$	40,909,358	*	$	—	$	1,632,202,602
Short-Term Investments	$	17,930,003	$	—		$	—	$	17,930,003
Total Investments	$	1,609,223,247	$	40,909,358		$	—	$	1,650,132,605

* Includes foreign equity securities whose values were adjusted to reflect market trading that occurred after the close of trading in their applicable foreign markets.

The Portfolio held no investments or other financial instruments as of October 31, 2008 whose fair value was determined using Level 3 inputs.

8Review for Subsequent Events

In connection with the preparation of the financial statements of the Portfolio as of and for the year ended October 31, 2009, events and transactions subsequent to October 31, 2009 through December 18, 2009, the date the financial statements were issued, have been evaluated by the Portfolio’s management for possible adjustment and/or disclosure. Management has not identified any subsequent events requiring financial statement disclosure as of the date these financial statements were issued.

27

Tax-Managed Value Portfolioas of October 31, 2009

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Trustees and Investors of
Tax-Managed Value Portfolio:

We have audited the accompanying statement of assets and liabilities of Tax-Managed Value Portfolio (the “Portfolio”), including the portfolio of investments, as of October 31, 2009, 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 five years in the period then ended. These financial statements and supplementary data are the responsibility of the Portfolio’s management. Our responsibility is to express an opinion on these financial statements and supplementary data based on our audits.

We conducted our audits in accordance with the 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. The Portfolio is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Portfolio’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of October 31, 2009, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and supplementary data referred to above present fairly, in all material respects, the financial position of Tax-Managed Value Portfolio as of October 31, 2009, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the supplementary data for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 18, 2009

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Eaton Vance Tax-Managed Value 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 27, 2009, the Board, including a majority of the Independent Trustees, voted to approve continuation of existing advisory and sub-advisory agreements for the Eaton Vance Funds for an additional one-year period. In voting its approval, the Board relied upon the affirmative recommendation of the Contract Review Committee of the Board (formerly the Special Committee), which is a committee comprised exclusively of Independent Trustees. Prior to making its recommendation, the Contract Review Committee reviewed information furnished for a series of meetings of the Contract Review Committee held in February, March and April 2009. Such information included, among other things, the following:

Information about Fees, Performance and Expenses

•  An independent report comparing the advisory and related fees paid by each fund with fees paid by comparable funds;

•  An independent report comparing each fund’s total expense ratio and its components to comparable funds;

•  An independent report comparing the investment performance of each fund to the investment performance of comparable funds over various time periods;

•  Data regarding investment performance in comparison to relevant peer groups of funds and appropriate indices;

•  Comparative information concerning fees charged by each adviser for managing other mutual funds and institutional accounts using investment strategies and techniques similar to those used in managing the fund;

•  Profitability analyses for each adviser with respect to each fund;

Information about Portfolio Management

•  Descriptions of the investment management services provided to each fund, including the investment strategies and processes employed, and any changes in portfolio management processes and personnel;

•  Information concerning the allocation of brokerage and the benefits received by each adviser as a result of brokerage allocation, including information concerning the acquisition of research through “soft dollar” benefits received in connection with the funds’ brokerage, and the implementation of a soft dollar reimbursement program established with respect to the funds;

•  Data relating to portfolio turnover rates of each fund;

•  The procedures and processes used to determine the fair value of fund assets and actions taken to monitor and test the effectiveness of such procedures and processes;

Information about each Adviser

•  Reports detailing the financial results and condition of each adviser;

•  Descriptions of the qualifications, education and experience of the individual investment professionals whose responsibilities include portfolio management and investment research for the funds, and information relating to their compensation and responsibilities with respect to managing other mutual funds and investment accounts;

•  Copies of the Codes of Ethics of each adviser and its affiliates, together with information relating to compliance with and the administration of such codes;

•  Copies of or descriptions of each adviser’s proxy voting policies and procedures;

•  Information concerning the resources devoted to compliance efforts undertaken by each adviser and its affiliates on behalf of the funds (including descriptions of various compliance programs) and their record of compliance with investment policies and restrictions, including policies with respect to market-timing, late trading and selective portfolio disclosure, and with policies on personal securities transactions;

•  Descriptions of the business continuity and disaster recovery plans of each adviser and its affiliates;

Other Relevant Information

•  Information concerning the nature, cost and character of the administrative and other non-investment management services provided by Eaton Vance Management and its affiliates;

•  Information concerning management of the relationship with the custodian, subcustodians and fund accountants by each adviser or the funds’ administrator; and

•  The terms of each advisory agreement.

29

Eaton Vance Tax-Managed Value 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, 2009, the Board met eighteen times and the Contract Review Committee, the Audit Committee, the Governance Committee, the Portfolio Management Committee and the Compliance Reports and Regulatory Matters Committee, each of which is a Committee comprised solely of Independent Trustees, met seven, five, six, six and six times, respectively. At such meetings, the Trustees received, among other things, presentations by the portfolio managers and other investment professionals of each adviser relating to the investment performance of each fund and the investment strategies used in pursuing the fund’s investment objective.

For funds that invest through one or more underlying portfolios, the Board considered similar information about the portfolio(s) when considering the approval of advisory agreements. In addition, in cases where the fund’s investment adviser has engaged a sub-adviser, the Board considered similar information about the sub-adviser when considering the approval of any sub-advisory agreement.

The Contract Review Committee was assisted throughout the contract review process by Goodwin Procter LLP, legal counsel for the Independent Trustees. The members of the Contract Review Committee relied upon the advice of such counsel and their own business judgment in determining the material factors to be considered in evaluating each advisory and sub-advisory agreement and the weight to be given to each such factor. The conclusions reached with respect to each advisory and sub-advisory agreement were based on a comprehensive evaluation of all the information provided and not any single factor. Moreover, each member of the Contract Review Committee may have placed varying emphasis on particular factors in reaching conclusions with respect to each advisory and sub-advisory agreement.

Results of the Process

Based on its consideration of the foregoing, and such other information as it deemed relevant, including the factors and conclusions described below, the Contract Review Committee concluded that the continuance of the investment advisory agreement of Tax-Managed Value Portfolio (the “Portfolio”), the portfolio in which Eaton Vance Tax-Managed Value Fund (the “Fund”) invests, with Boston Management and Research (the “Adviser”), including its fee structure, is in the interests of shareholders and, therefore, the Contract Review Committee recommended to the Board approval of the agreement. The Board accepted the recommendation of the Contract Review Committee as well as the factors considered and conclusions reached by the Contract Review Committee with respect to the agreement. Accordingly, the Board, including a majority of the Independent Trustees, voted to approve continuation of the investment advisory agreement for the Portfolio.

Nature, Extent and Quality of Services

In considering whether to approve the investment advisory agreement of the Portfolio, the Board evaluated the nature, extent and quality of services provided to the Portfolio by the Adviser.

The Board considered the Adviser’s management capabilities and investment process with respect to the types of investments held by the Portfolio, including the education, experience and number of its investment professionals and other personnel who provide portfolio management, investment research, and similar services to the Portfolio. The Board specifically noted the Adviser’s in-house equity research capabilities and experience managing funds that seek to maximize after-tax returns. The Board also took into account the resources dedicated to portfolio management and other services, including the compensation paid to recruit and retain investment personnel, and the time and attention devoted to the Portfolio by senior management.

The Board also reviewed the compliance programs of the Adviser and relevant affiliates thereof. Among other matters, the Board considered compliance and reporting matters relating to personal trading by investment personnel, selective disclosure of portfolio holdings, late trading, frequent trading, portfolio valuation, business continuity and the allocation of investment opportunities. The Board also evaluated the responses of the Adviser and its affiliates to requests from regulatory authorities such as the Securities and Exchange Commission and the Financial Industry Regulatory Authority.

The Board considered shareholder and other administrative services provided or managed by Eaton Vance Management and its affiliates, including transfer agency and accounting services. The Board evaluated the benefits to shareholders of investing in a fund that is a part of a large family of funds, including the ability, in many cases, to exchange an investment among different funds without incurring additional sales charges.

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

30

Eaton Vance Tax-Managed Value Fund

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

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

After consideration of the foregoing factors, among others, the Board concluded that the nature, extent and quality of services provided by the Adviser, taken as a whole, are appropriate and consistent with the terms of the investment advisory agreement.

Fund Performance

The Board compared the Fund’s investment performance to a relevant universe of similarly managed funds identified by an independent data provider and appropriate benchmark indices. The Board reviewed comparative performance data for the one-, three- and five-year periods ended September 30, 2008 for the Fund. The Board concluded that the Fund’s performance 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, including administrative fees, and the Fund’s total expense ratio for the year ended September 30, 2008, as compared to a group of similarly managed funds selected by an independent data provider.

After reviewing the foregoing information, and in light of the nature, extent and quality of the services provided by the Adviser, the Board concluded that the management fees charged for advisory and related services and the Fund’s total expense ratio are reasonable.

Profitability

The Board reviewed the level of profits realized by the Adviser and relevant affiliates thereof in providing investment advisory and administrative services to the Portfolio, the Fund and all Eaton Vance Funds as a group. The Board considered the level of profits realized without regard to revenue sharing or other payments by the Adviser and its affiliates to third parties in respect of distribution services. The Board also considered other direct or indirect benefits received by the Adviser and its affiliates in connection with its relationship with the Portfolio and the Fund, including the benefits of research services that may be available to the Adviser as a result of securities transactions effected for the Portfolio and other advisory clients.

The Board concluded that, in light of the foregoing factors and the nature, extent and quality of the services rendered, the profits realized by the Adviser and its affiliates are reasonable.

Economies of Scale

In reviewing management fees and profitability, the Board also considered the extent to which the Adviser and its affiliates, on the one hand, and the Fund, on the other hand, can expect to realize benefits from economies of scale as the assets of the Fund and the Portfolio increase. The Board acknowledged the difficulty in accurately measuring the benefits resulting from the economies of scale with respect to the management of any specific fund or group of funds. The Board reviewed data summarizing the increases and decreases in the assets of the Fund and of all Eaton Vance Funds as a group over various time periods, and evaluated the extent to which the total expense ratio of the Fund and the profitability of the Adviser and its affiliates may have been affected by such increases or decreases. Based upon the foregoing, the Board concluded that the benefits from economies of scale are currently being shared equitably by the Adviser and its affiliates and the Fund. The Board also concluded that, assuming reasonably foreseeable increases in the assets of the Portfolio, the structure of the Portfolio advisory fee, which includes breakpoints at several asset levels, can be expected to cause the Adviser and its affiliates and the Fund and Portfolio to continue to share such benefits equitably.

31

Eaton Vance Tax-Managed Value Fund

MANAGEMENT AND ORGANIZATION

Fund Management. The Trustees of Eaton Vance Mutual Funds Trust (the Trust) and Tax-Managed Value Portfolio (the Portfolio) are responsible for the overall management and supervision of the Trust’s and Portfolio’s affairs. The Trustees and officers of the Trust and the Portfolio are listed below. Except as indicated, each individual has held the office shown or other offices in the same company for the last five years. Trustees and officers of the Trust and the Portfolio hold indefinite terms of office. The “Noninterested Trustees” consist of those Trustees who are not “interested persons” of the Trust and the Portfolio, as that term is defined under the 1940 Act. The business address of each Trustee and officer is Two International Place, Boston, Massachusetts 02110. 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, “Parametric” refers to Parametric Portfolio Associates LLC and “EVD” refers to Eaton Vance Distributors, Inc. EVC and EV are the corporate parent and trustee, respectively, of EVM and BMR. EVD is the Fund’s principal underwriter, the Portfolio’s placement agent and a wholly-owned subsidiary of EVM. Each officer affiliated with Eaton Vance may hold a position with other Eaton Vance affiliates that is comparable to his or her position with EVM listed below.

	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
Thomas E. Faust Jr. 5/31/58	Trustee and President of the Trust	Trustee since 2007 and President of the Trust since 2002	Chairman, Chief Executive Officer and President of EVC, Director and President of EV, Chief Executive Officer and President of EVM and BMR, and Director of EVD. Trustee and/or officer of 176 registered investment companies and 4 private investment companies managed by EVM or BMR. Mr. Faust is an interested person because of his positions with EVM, BMR, EVD, EVC and EV, which are affiliates of the Trust and Portfolio.		176	Director of EVC
Noninterested Trustees
Benjamin C. Esty 1/2/63	Trustee	Since 2005	Roy and Elizabeth Simmons Professor of Business Administration and Finance Unit Head, Harvard University Graduate School of Business Administration.		176	None
Allen R. Freedman 4/3/40	Trustee	Since 2007	Former Chairman (2002-2004) and a Director (1983-2004) of Systems & Computer Technology Corp. (provider of software to higher education). Formerly, a Director of Loring Ward International (fund distributor) (2005-2007). Formerly, Chairman and a Director of Indus International, Inc. (provider of enterprise management software to the power generating industry) (2005-2007).		176	Director of Assurant, Inc. (insurance provider) and Stonemor Partners, L.P. (owner and operator of cemeteries)
William H. Park 9/19/47	Trustee	Since 2003	Vice Chairman, Commercial Industrial Finance Corp. (specialty finance company) (since 2006). Formerly, President and Chief Executive Officer, Prizm Capital Management, LLC (investment management firm) (2002-2005).		176	None
Ronald A. Pearlman 7/10/40	Trustee	Since 2003	Professor of Law, Georgetown University Law Center.		176	None
Helen Frame Peters 3/22/48	Trustee	Since 2008	Professor of Finance, Carroll School of Management, Boston College. Adjunct Professor of Finance, Peking University, Beijing, China (since 2005).		176	Director of BJ’s Wholesale Club, Inc. (wholesale club retailer)
Heidi L. Steiger 7/8/53	Trustee	Since 2007	Managing Partner, Topridge Associates LLC (global wealth management firm) (since 2008); Senior Advisor (since 2008), President (2005-2008), Lowenhaupt Global Advisors, LLC (global wealth management firm). Formerly, President and Contributing Editor, Worth Magazine (2004-2005). Formerly, Executive Vice President and Global Head of Private Asset Management (and various other positions), Neuberger Berman (investment firm) (1986-2004).		176	Director of Nuclear Electric Insurance Ltd. (nuclear insurance provider), Aviva USA (insurance provider) and CIFG (family of financial guaranty companies) and Advisory Director of Berkshire Capital Securities LLC (private investment banking firm)

32

Eaton Vance Tax-Managed Value Fund

MANAGEMENT AND ORGANIZATION CONT’D

	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 (continued)
Lynn A. Stout 9/14/57	Trustee	Of the Trust since 1998 and of the Portfolio since 2001	Paul Hastings Professor of Corporate and Securities Law (since 2006) and Professor of Law (2001-2006), University of California at Los Angeles School of Law.		176	None
Ralph F. Verni 1/26/43	Chairman of the Board and Trustee	Chairman of the Board since 2007 and Trustee since 2005	Consultant and private investor.		176	None

Principal Officers who are not Trustees

	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
William H. Ahern, Jr. 7/28/59	Vice President of the Trust	Since 1995	Vice President of EVM and BMR. Officer of 76 registered investment companies managed by EVM or BMR.
John R. Baur 2/10/70	Vice President of the Trust	Since 2008	Vice President of EVM and BMR. Previously, attended Johnson Graduate School of Management, Cornell University (2002-2005), and prior thereto he was an Account Team Representative in Singapore for Applied Materials, Inc. Officer of 35 registered investment companies managed by EVM or BMR.
Michael A. Cirami 12/24/75	Vice President of the Trust	Since 2008	Vice President of EVM and BMR. Officer of 35 registered investment companies managed by EVM or BMR.
Cynthia J. Clemson 3/2/63	Vice President of the Trust	Since 2005	Vice President of EVM and BMR. Officer of 92 registered investment companies managed by EVM or BMR.
Charles B. Gaffney 12/4/72	Vice President of the Trust	Since 2007	Director of Equity Research and a Vice President of EVM and BMR. Officer of 32 registered investment companies managed by EVM or BMR.
Christine M. Johnston 11/9/72	Vice President of the Trust	Since 2007	Vice President of EVM and BMR. Officer of 37 registered investment companies managed by EVM or BMR.
Aamer Khan 6/7/60	Vice President of the Trust	Since 2005	Vice President of EVM and BMR. Officer of 35 registered investment companies managed by EVM or BMR.
Thomas H. Luster 4/8/62	Vice President of the Trust	Since 2006	Vice President of EVM and BMR. Officer of 54 registered investment companies managed by EVM or BMR.
Michael R. Mach 7/15/47	Vice President of the Portfolio	Since 2001	Vice President of EVM and BMR. Officer of 20 registered investment companies managed by EVM or BMR.
Robert B. MacIntosh 1/22/57	Vice President of the Trust	Since 1998	Vice President of EVM and BMR. Officer of 91 registered investment companies managed by EVM or BMR.
Jeffrey A. Rawlins 10/6/61	Vice President of the Trust	Since 2009	Vice President of EVM and BMR. Previously, a Managing Director of the Fixed Income Group at State Street Research and Management (1989-2005). Officer of 31 registered investment companies managed by EVM or BMR.
Duncan W. Richardson 10/26/57	Vice President of the Trust and President of the Portfolio	Vice President of the Trust since 2001 and President of the Portfolio since 2002	Director of EVC and Executive Vice President and Chief Equity Investment Officer of EVC, EVM and BMR. Officer of 82 registered investment companies managed by EVM or BMR.
Judith A. Saryan 8/21/54	Vice President of the Trust	Since 2003	Vice President of EVM and BMR. Officer of 51 registered investment companies managed by EVM or BMR.
Susan Schiff 3/13/61	Vice President of the Trust	Since 2002	Vice President of EVM and BMR. Officer of 37 registered investment companies managed by EVM or BMR.

33

Eaton Vance Tax-Managed Value Fund

MANAGEMENT AND ORGANIZATION CONT’D

	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
Principal Officers who are not Trustees (continued)
Thomas Seto 9/27/62	Vice President of the Trust	Since 2007	Vice President and Director of Portfolio Management of Parametric. Officer of 32 registered investment companies managed by EVM or BMR.
David M. Stein 5/4/51	Vice President of the Trust	Since 2007	Managing Director and Chief Investment Officer of Parametric. Officer of 32 registered investment companies managed by EVM or BMR.
Dan R. Strelow 5/27/59	Vice President of the Trust	Since 2009	Vice President of EVM and BMR since 2005. Previously, a Managing Director (since 1988) and Chief Investment Officer (since 2001) of the Fixed Income Group at State Street Research and Management. Officer of 31 registered investment companies managed by EVM or BMR.
Mark S. Venezia 5/23/49	Vice President of the Trust	Since 2007	Vice President of EVM and BMR. Officer of 38 registered investment companies managed by EVM or BMR.
Adam A. Weigold 3/22/75	Vice President of the Trust	Since 2007	Vice President of EVM and BMR. Officer of 69 registered investment companies managed by EVM or BMR.
Barbara E. Campbell 6/19/57	Treasurer	Treasurer of the Trust since 2005 and of the Portfolio since 2008	Vice President of EVM and BMR. Officer of 176 registered investment companies managed by EVM or BMR.
Maureen A. Gemma 5/24/60	Secretary and Chief Legal Officer	Secretary since 2007 and Chief Legal Officer since 2008	Vice President of EVM and BMR. Officer of 176 registered investment companies managed by EVM or BMR.
Paul M. O’Neil 7/11/53	Chief Compliance Officer	Since 2004	Vice President of EVM and BMR. Officer of 176 registered investment companies managed by EVM or BMR.

(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 on Eaton Vance’s website at www.eatonvance.com or by calling 1-800-262-1122.

34

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Investment Adviser of Tax-Managed Value Portfolio

Boston Management and Research

Two International Place

Boston, MA 02110

Administrator of Eaton Vance Tax-Managed Value Fund

Eaton Vance Management

Two International Place

Boston, MA 02110

Principal Underwriter*

Eaton Vance Distributors, Inc.

Two International Place

Boston, MA 02110

(617) 482-8260

Custodian

State Street Bank and Trust Company

200 Clarendon Street

Boston, MA 02116

Transfer Agent

PNC Global Investment Servicing

Attn: Eaton Vance Funds

P.O. Box 9653

Providence, RI 02940-9653

(800) 262-1122

Independent Registered Public Accounting Firm

Deloitte & Touche LLP

200 Berkeley Street

Boston, MA 02116-5022

Eaton Vance Tax-Managed Value Fund

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.

501-12/09 TVSRC

Annual Report October 31, 2009 EATON VANCE FLOATING-RATE ADVANTAGE FUND

IMPORTANT NOTICES REGARDING PRIVACY,
DELIVERY OF SHAREHOLDER DOCUMENTS,
PORTFOLIO HOLDINGS AND PROXY VOTING

Privacy. The Eaton Vance organization is committed to ensuring your financial privacy. Each of the financial institutions identified below has in effect the following policy (Privacy Policy) with respect to nonpublic personal information about its customers:

•  Only such information received from you, through application forms or otherwise, and information about your Eaton Vance fund transactions will be collected. This may include information such as name, address, social security number, tax status, account balances and transactions.

•  None of such information about you (or former customers) will be disclosed to anyone, except as permitted by law (which includes disclosure to employees necessary to service your account). In the normal course of servicing a customer’s account, Eaton Vance may share information with unaffiliated third parties that perform various required services such as transfer agents, custodians and broker/dealers.

•  Policies and procedures (including physical, electronic and procedural safeguards) are in place that are designed to protect the confidentiality of such information.

•  We reserve the right to change our Privacy Policy at any time upon proper notification to you. Customers may want to review our Privacy Policy periodically for changes by accessing the link on our homepage: www.eatonvance.com.

Our pledge of privacy applies to the following entities within the Eaton Vance organization: the Eaton Vance Family of Funds, Eaton Vance Management, Eaton Vance Investment Counsel, Boston Management and Research, and Eaton Vance Distributors, Inc.

In addition, our Privacy Policy applies only to those Eaton Vance customers who are individuals and who have a direct relationship with us. If a customer’s account (i.e., fund shares) is held in the name of a third-party financial adviser/broker-dealer, it is likely that only such adviser’s privacy policies apply to the customer. This notice supersedes all previously issued privacy disclosures.

For more information about Eaton Vance’s Privacy Policy, please call 1-800-262-1122.

Delivery of Shareholder Documents. The Securities and Exchange Commission (the “SEC”) permits funds to deliver only one copy of shareholder documents, including prospectuses, proxy statements and shareholder reports, to fund investors with multiple accounts at the same residential or post office box address. This practice is often called “householding” and it helps eliminate duplicate mailings to shareholders.

Eaton Vance, or your financial adviser, may household the mailing of your documents indefinitely unless you instruct Eaton Vance, or your financial adviser, otherwise.

If you would prefer that your Eaton Vance documents not be householded, please contact Eaton Vance at 1-800-262-1122, or contact your financial adviser.

Your instructions that householding not apply to delivery of your Eaton Vance documents will be effective within 30 days of receipt by Eaton Vance or your financial adviser.

Portfolio Holdings. Each Eaton Vance Fund and its underlying Portfolio(s) (if applicable) will file a schedule of portfolio holdings on Form N-Q with the SEC for the first and third quarters of each fiscal year. The Form N-Q will be available on the Eaton Vance website at www.eatonvance.com, by calling Eaton Vance at 1-800-262-1122 or in the EDGAR database on the SEC’s website at www.sec.gov. Form N-Q may also be reviewed and copied at the SEC’s public reference room in Washington, D.C. (call 1-800-732-0330 for information on the operation of the public reference room).

Proxy Voting. From time to time, funds are required to vote proxies related to the securities held by the funds. The Eaton Vance Funds or their underlying Portfolios (if applicable) vote proxies according to a set of policies and procedures approved by the Funds’ and Portfolios’ Boards. You may obtain a description of these policies and procedures and information on how the Funds or Portfolios voted proxies relating to portfolio securities during the 12 month period ended June 30, without charge, upon request, by calling 1-800-262-1122. This description is also available on the SEC��s website at www.sec.gov.

Eaton Vance Floating-Rate Advantage Fund as of October 31, 2009
MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE

Scott H. Page, CFA
Co-Portfolio Manager

Craig P. Russ
Co-Portfolio Manager

Economic and Market Conditions

• During the year ending October 31, 2009, global credit markets experienced unprecedented volatility in the early months of the period but staged a remarkable turnaround beginning in January 2009. In the first two months of the period, there was little doubt that a recession would bring higher default rates; but it was difficult to reconcile bank loan and high-yield bond prices with market fundamentals. By the turn of the New Year, however, the markets began to rebound as credit spreads tightened from record levels and investors returned to the credit markets.

• The loan market, as measured by the S&P/LSTA Leveraged Loan Index (the Index) returned 46.90% for the first 10 months of 2009, the highest 10-month performance in the history of the asset class. For the fiscal year, the Index returned 30.44%.¹ Performance was driven by a combination of technical factors, which improved the market’s demand and supply picture. On the supply side, limited new loan issuance and a contraction of the existing supply through loan repayments reduced the available universe of purchasable loans. Matched with little selling activity and modest but steady inflows, loan prices improved significantly. More significant investor flows into the high-yield bond market also contributed to the improvement in the bank loans. Increased high-yield bond issuance contributed to meaningful bank loan repayments, which lowered the available supply of loans and provided cash to bank loan managers. In addition, direct crossover buying into the asset class by high-yield bond managers bolstered demand.

Past performance is no guarantee of future results. Returns are historical and are calculated by determining the percentage change in net asset value or offering price (as applicable) with all distributions reinvested. Investment return and principal value will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Performance is for the stated time period only; due to market volatility, the Fund’s current performance may be lower or higher than the quoted return. For performance as of the most recent month end, please refer to www.eatonvance.com.

Fund shares are not insured by the FDIC and are not deposits or other obligations of, or guaranteed by, any depository institution. Shares are subject to investment risks, including possible loss of principal invested.

Management Discussion

• The Fund’s² investment objective is to provide a high level of current income. The Fund invests primarily in senior floating-rate loans of domestic and foreign borrowers. In managing the Fund, the investment adviser seeks to invest in a portfolio of senior loans that it believes will be less volatile over time than the general loan market.

• The Fund’s investments included 381 borrowers in 39 industries as of October 31, 2009, with an average loan size of 0.26% of total investments, and no industry constituted more than 9.0% of total investments. Health care, business equipment and services and cable and satellite television were among the top industry weightings. The Fund’s loans were primarily senior, secured loans to companies with average revenues exceeding $1 billion.

• The Fund’s larger, higher-quality loans helped performance in the earlier part of 2009 as these loans were the first to benefit from price recovery. Management’s use of leverage was also a significant factor in the Fund’s outperformance of the Index, as its borrowings magnified the strong credit market rally. The past six months witnessed a “junk rally,” with the market’s lowest-quality loans skyrocketing back to life. As a result, the Fund’s relative underweight to lower-quality loans, including second-lien loans and those rated CCC or below, detracted slightly from relative performance in the second half of the period.

Total Return Performance 10/31/08 — 10/31/09

Advisers Class3	37.38	%
Class A3	37.56
Class B3	36.99
Class C3	36.67
Class I3	37.70
S&P/LSTA Leveraged Loan Index1	30.44

See page 3 for more performance information.

1	It is not possible to invest directly in an Index. The Index’s total return reflects changes in value of the loans constituting the Index and accrual of interest and does not reflect the commissions or expenses that would have been incurred if an investor individually purchased or sold the loans represented in the Index.
2	The Fund currently invests in a separately registered investment company, Senior Debt Portfolio (the Portfolio), with the same investment objective and policies as the Fund. References to investments and borrowings are to the Portfolio’s holdings and borrowings.
3	These returns do not include the 2.25% maximum sales charge for Class A shares or the applicable contingent deferred sales charges (CDSC) for Class B or Class C shares. If sales charges were deducted, the performance would be lower. Advisers Class and Class I shares are offered to investors at net asset value.

1

Eaton Vance Floating-Rate Advantage Fund as of October 31, 2009

MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE

• The Fund had a 9.3% exposure to European loans as of October 31, 2009. The Fund’s involvement in the European leveraged loan market represented further opportunity for diversification, and while this market was affected slightly more than the U.S. bank loan market by the credit market turmoil, we believe it offers attractive appreciation opportunity at current price levels.

• In terms of industry sectors, a relative overweight to the cable television; leisure goods, activities and movies; and business equipment and services industries benefited relative performance. Detractors included underweights to the automotive and lodging and casino industries. The Fund’s diversification was an important risk mitigator during the fiscal year.

• As concerns about inflation and the uncertainty of the potential interest-rate impact of historic stimulus financing persists, we believe the floating-rate asset class remains attractive, especially relative to duration-exposed fixed-income alternatives.

The views expressed throughout this report are those of the portfolio managers and are current only through the end of the period of the report as stated on the cover. These views are subject to change at any time based upon market or other conditions, and the investment adviser disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a fund are based on many factors, may not be relied on as an indication of trading intent on behalf of any Eaton Vance fund. Portfolio information provided in the report may not be representative of the Portfolio’s current or future investments and may change due to active management.

Portfolio Composition

Top 10 Holdings¹
By total investments

Georgia-Pacific Corp.	1.4	%
UPC Broadband Holding B.V.	1.3
HCA, Inc.	1.2
Community Health Systems, Inc.	1.2
SunGard Data Systems, Inc.	1.1
Univision Communications Inc.	1.1
Rite Aid Corp.	1.1
Intelsat Corp.	1.0
Cequel Communications, LLC	1.0
Charter Communications Operating, LLC	1.0

¹ Reflects the Portfolio’s investments as of 10/31/09. Holdings are shown as a percentage of the Portfolio’s total investments.

Top Five Industries²
By total investments

Health Care	8.7	%
Business Equipment and Services	7.7
Cable and Satellite Television	7.6
Publishing	6.3
Chemicals and Plastics	5.8

² Reflects the Portfolio’s investments as of 10/31/09. Industries are shown as a percentage of the Portfolio’s total investments.

Credit Quality Ratings for Total Loan Investments³
By total loan investments

Baa	1.9	%
Ba	37.5
B	34.0
Ca	0.8
Caa	5.4
Defaulted	8.8
Non-Rated4	11.6

3

Credit Quality ratings are those provided by Moody’s Investor Services, Inc., a nationally recognized bond rating service. Reflects the Portfolio’s total loan investments as of 10/31/09. Although the investment adviser considers ratings when making investment decisions, it performs its own credit and investment analysis and does not rely primarily on the ratings assigned by the rating services. Credit quality can change from time to time, and recently issued credit ratings may not fully reflect the actual risks posed by a particular security or the issuer’s current financial condition. The rating assigned to a security by a rating agency does not necessarily reflect its assessment of the volatility of a security’s market value or of the liquidity of an investment in the security.

4

Certain loans in which the Portfolio invests are not rated by a rating agency. In management’s opinion, such securities are comparable to securities rated by a rating agency in the categories listed above.

2

Eaton Vance Floating-Rate Advantage Fund as of October 31, 2009
FUND PERFORMANCE

The line graph and table set forth below provide information about the Fund’s performance. The line graph compares the performance of Class B of the Fund with that of the S&P/LSTA Leveraged Loan Index, an unmanaged loan market index. The lines on the graph represent the total returns of a hypothetical investment of $10,000 in Class B of the Fund and the S&P/LSTA Leveraged Loan Index. The table includes the total returns of each Class of the Fund at net asset value and maximum public offering price. The performance presented below does not reflect the deduction of taxes, if any, that a shareholder would pay on Fund distributions or the redemption of Fund shares.

	Advisers
Performance1	Class			Class A			Class B			Class C			Class I
Share Class Symbol	EVFAX			EAFAX			EBFHX			ECFAX			EIFAX
Average Annual Total Returns (at net asset value)
One year		37.38	%		37.56	%		36.99	%		36.67	%		37.70	%
Five years		N.A.			N.A.			2.66			N.A.			N.A.
10 years		N.A.			N.A.			3.26			N.A.			N.A.
Life of Fund†		5.30			5.30			5.18			4.78			5.55
SEC Average Annual Total Returns (including sales charge or applicable CDSC)
One year		37.38	%		34.38	%		33.99	%		35.67	%		37.70	%
Five years		N.A.			N.A.			2.66			N.A.			N.A.
10 years		N.A.			N.A.			3.26			N.A.			N.A.
Life of Fund†		5.30			3.84			5.18			4.78			5.55

†

Inception Dates: — Advisers Class: 3/15/08; Class A: 3/17/08; Class B: 8/4/89; Class C: 3/15/08; Class I: 3/15/08.

1

Average Annual Total Returns at net asset value do not include the 2.25% maximum sales charge for Class A shares or the applicable contingent deferred sales charges (CDSC) for Class B or Class C shares. If sales charges were deducted, the performance would be lower. SEC Average Annual Total Returns for Class A reflect the maximum 2.25% sales charge. Advisers Class and Class I shares are offered to certain investors at net asset value. SEC Average Annual Total Returns for Class B reflect applicable CDSC based on the following schedule: 3% — 1st year; 2.5% — 2nd year; 2% — 3rd year; 1% — 4th year. 1-year SEC returns for Class C reflect 1% CDSC. Class A, Advisers Class and Class I shares are subject to a 1% redemption fee if redeemed or exchanged within 90 days of the settlement of the purchase. Performance for periods prior to 3/15/08 reflects performance of Eaton Vance Prime Rate Reserves. The Fund is the successor to Eaton Vance Prime Rate Reserves.

Total Annual	Advisers
Operating Expenses2	Class			Class A			Class B			Class C			Class I
Expense Ratio		2.13	%		2.13	%		2.53	%		2.64	%		1.88	%

² From the Fund’s prospectus dated 3/1/09.

Past performance is no guarantee of future results. Returns are historical and are calculated by determining the percentage change in net asset value or offering price (as applicable) with all distributions reinvested. Investment return and principal value will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Performance is for the stated time period only; due to market volatility, the Fund’s current performance may be lower or higher than the quoted return. For performance as of the most recent month end, please refer to www.eatonvance.com.

*

Source: Morningstar Direct. Class B of the Fund commenced operations on 8/4/89.

A $10,000 hypothetical investment at net asset value in Class A on 3/17/08, Class C on 3/15/08, Class I on 3/15/08 and Advisers Class on 3/15/08 would have been valued at $10,875 ($10,631 including maximum sales charge), $10,789, $10,918 and $10,875, respectively, on 10/31/09. It is not possible to invest directly in an Index. The Index’s total return does not reflect the expenses that would have been incurred if an investor individually purchased or sold the securities represented in the Index.

3

Eaton Vance Floating-Rate Advantage Fundas of October 31, 2009

FUND EXPENSES

Example: As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchases and redemption fees (if applicable); and (2) ongoing costs, including management fees; distribution or service fees; and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 2009 – October 31, 2009).

Actual Expenses: The first section of the table below provides information about actual account values and actual expenses. You may use the information in this section, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first section under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes: The second section of the table below provides information about hypothetical account values and hypothetical expenses based on the actual Fund expense ratio and an assumed rate of return of 5% per year (before expenses), which is not the actual return of the Fund. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in your Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads) or redemption fees (if applicable). Therefore, the second section of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would be higher.

Eaton Vance Floating-Rate Advantage Fund

	Beginning Account Value		Ending Account Value		Expenses Paid During Period*
	(5/1/09)		(10/31/09)		(5/1/09 – 10/31/09)
Actual
Advisers Class		$1,000.00		$1,286.80		$14.24
Class A		$1,000.00		$1,288.40		$14.07
Class B		$1,000.00		$1,285.50		$15.90
Class C		$1,000.00		$1,284.40		$16.87
Class I		$1,000.00		$1,288.30		$12.69
Hypothetical
(5% return per year before expenses)
Advisers Class		$1,000.00		$1,012.80		$12.53
Class A		$1,000.00		$1,012.90		$12.38
Class B		$1,000.00		$1,011.30		$13.99
Class C		$1,000.00		$1,010.40		$14.85
Class I		$1,000.00		$1,014.10		$11.17

*   Expenses are equal to the Fund’s annualized expense ratio of 2.47% for Advisers Class shares, 2.44% for Class A shares, 2.76% for Class B shares, 2.93% for Class C shares and 2.20% for Class I shares, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period). The Example assumes that the $1,000 was invested at the net asset value per share determined at the close of business on April 30, 2009. The Example reflects the expenses of both the Fund and the Portfolio.

4

Eaton Vance Floating-Rate Advantage Fundas of October 31, 2009

FINANCIAL STATEMENTS

Statement of Assets and Liabilities

As of October 31, 2009
Assets
Investment in Senior Debt Portfolio, at value (identified cost, $1,433,249,128)	$	1,263,527,997
Receivable for Fund shares sold		1,125,817
Total assets	$	1,264,653,814
Liabilities
Payable for Fund shares redeemed	$	3,390,565
Distributions payable		1,452,603
Payable to affiliates:
Distribution and service fees		535,758
Administration fee		107,458
Trustees’ fees		42
Accrued expenses		364,651
Total liabilities	$	5,851,077
Net Assets	$	1,258,802,737
Sources of Net Assets
Paid-in capital	$	1,851,639,051
Accumulated net realized loss from Portfolio		(429,440,640	)
Accumulated net investment income		6,325,457
Net unrealized depreciation from Portfolio		(169,721,131	)
Total	$	1,258,802,737
Advisers Class Shares
Net Assets	$	34,172,680
Shares Outstanding		3,448,996
Net Asset Value, Offering Price and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	9.91
Class A Shares
Net Assets	$	528,054,153
Shares Outstanding		53,289,766
Net Asset Value and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	9.91
Maximum Offering Price Per Share
(100 ¸ 97.75 of net asset value per share)	$	10.14
Class B Shares
Net Assets	$	121,235,867
Shares Outstanding		12,211,442
Net Asset Value and Offering Price Per Share*
(net assets ¸ shares of beneficial interest outstanding)	$	9.93
Class C Shares
Net Assets	$	550,651,537
Shares Outstanding		55,602,496
Net Asset Value and Offering Price Per Share*
(net assets ¸ shares of beneficial interest outstanding)	$	9.90
Class I Shares
Net Assets	$	24,688,500
Shares Outstanding		2,490,201
Net Asset Value, Offering Price and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	9.91

On sales of $100,000 or more, the offering price of Class A shares is reduced.

*  Redemption price per share is equal to the net asset value less any applicable contingent deferred sales charge.

Statement of Operations

For the Year Ended
October 31, 2009
Investment Income
Interest allocated from Portfolio	$	87,386,142
Expenses allocated from Portfolio		(22,520,756	)
Total investment income from Portfolio	$	64,865,386
Expenses
Administration fee	$	1,082,547
Distribution and service fees
Advisers Class		77,021
Class A		1,108,786
Class B		726,592
Class C		3,542,607
Trustees’ fees and expenses		502
Custodian fee		49,122
Transfer and dividend disbursing agent fees		1,458,392
Legal and accounting services		53,189
Printing and postage		300,620
Registration fees		89,697
Miscellaneous		20,499
Total expenses	$	8,509,574
Net investment income	$	56,355,812
Realized and Unrealized Gain (Loss) from Portfolio
Net realized gain (loss) —
Investment transactions	$	(124,832,220	)
Foreign currency and forward foreign currency exchange contract transactions		(14,341,381	)
Net realized loss	$	(139,173,601	)
Change in unrealized appreciation (depreciation) —
Investments	$	434,266,218
Foreign currency and forward foreign currency exchange contracts		(2,349,085	)
Net change in unrealized appreciation (depreciation)	$	431,917,133
Net realized and unrealized gain	$	292,743,532
Net increase in net assets from operations	$	349,099,344

See notes to financial statements

5

Eaton Vance Floating-Rate Advantage Fundas of October 31, 2009

FINANCIAL STATEMENTS CONT’D

Statements of Changes in Net Assets

Increase (Decrease)	Year Ended			Year Ended
in Net Assets	October 31, 2009			October 31, 2008			*
From operations —
Net investment income	$	56,355,812		$	85,590,737
Net realized loss from investment transactions, swap contracts, and foreign currency and forward foreign currency exchange contract transactions		(139,173,601	)		(17,842,295	)
Net change in unrealized appreciation (depreciation) from investments, foreign currency and forward foreign currency exchange contracts		431,917,133			(459,387,115	)
Net increase (decrease) in net assets from operations	$	349,099,344		$	(391,638,673	)
Distributions to shareholders —
From net investment income
Advisers Class	$	(1,628,046	)	$	(995,935	)
Class A		(23,864,460	)		(16,194,549	)
Class B		(6,295,340	)		(34,565,370	)
Class C		(23,489,681	)		(21,425,668	)
Class I		(824,669	)		(827,902	)
Tax return of capital
Advisers Class		—			(119,637	)
Class A		—			(1,945,383	)
Class B		—			(4,152,193	)
Class C		—			(2,573,775	)
Class I		—			(99,453	)
Total distributions to shareholders	$	(56,102,196	)	$	(82,899,865	)
Transactions in shares of beneficial interest —
Proceeds from sale of shares
Advisers Class	$	14,369,337		$	9,129,233
Class A		21,758,243			56,985,769
Class B		2,477,558			9,777,200
Class C		21,836,541			7,957,428
Class I		7,819,465			897,901
Net asset value of shares issued to shareholders in payment of distributions declared
Advisers Class		1,361,149			762,435
Class A		14,024,682			10,442,266
Class B		3,831,567			20,026,914
Class C		16,768,425			16,706,127
Class I		349,645			488,897
Cost of shares redeemed
Advisers Class		(18,417,318	)		(10,722,609	)
Class A		(104,408,032	)		(73,490,146	)
Class B		(35,418,922	)		(279,290,004	)
Class C		(100,839,722	)		(165,335,095	)
Class I		(1,205,437	)		(13,372,559	)
Net asset value of shares exchanged
Class A		29,897,621			605,354,584
Class B		(29,897,621	)		(605,354,584	)
Issued in connection with tax-free reorganization (see Note 8)
Advisers Class		—			34,997,278
Class C		—			781,241,870
Class I		—			29,992,032
Redemption fees		8,137			—
Net increase (decrease) in net assets from Fund share transactions	$	(155,684,682	)	$	437,194,937
Net increase (decrease) in net assets	$	137,312,466		$	(37,343,601	)
	Year Ended			Year Ended
Net Assets	October 31, 2009			October 31, 2008			*
At beginning of year	$	1,121,490,271		$	1,158,833,872
At end of year	$	1,258,802,737		$	1,121,490,271
Accumulated undistributed (distributions in excess of) net investment income included in net assets
At end of year	$	6,325,457		$	(307,675	)

*   Information prior to the close of business on March 14, 2008 reflects the historical financial results of Eaton Vance Prime Rate Reserves prior to its reorganization.

See notes to financial statements

6

Eaton Vance Floating-Rate Advantage Fundas of October 31, 2009

FINANCIAL STATEMENTS CONT’D

Financial Highlights

	Advisers Class
	Year Ended			Period Ended
	October 31, 2009			October 31, 2008(1)
Net asset value — Beginning of period	$	7.620		$	10.000
Income (Loss) From Operations
Net investment income(2)	$	0.435		$	0.395
Net realized and unrealized gain (loss)		2.289			(2.405	)
Total income (loss) from operations	$	2.724		$	(2.010	)
Less Distributions
From net investment income	$	(0.434	)	$	(0.330	)
From net realized gain		—			(0.040	)
Total distributions	$	(0.434	)	$	(0.370	)
Redemption fees(2)	$	0.000	(3)	$	—
Net asset value — End of period	$	9.910		$	7.620
Total Return(4)		37.38	%		(20.84	)%(5)
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$	34,173		$	27,960
Ratios (as a percentage of average daily net assets):
Expenses excluding interest and fees(6)(7)		1.29	%		1.17	%(8)
Interest and fee expense(6)		1.32	%		0.96	%(8)
Total expenses(6)		2.61	%		2.13	%(8)
Net investment income		5.36	%		6.25	%(8)
Portfolio Turnover of the Portfolio		32	%		7	%(9)

(1)	Class commenced operations on March 15, 2008.
(2)	Computed using average shares outstanding.
(3)	Rounds to less than $0.001.
(4)	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested.
(5)	Not annualized.
(6)	Includes the Fund’s share of the Portfolio’s allocated expenses.
(7)	Excludes the effect of custody fee credits, if any, of less than 0.005%.
(8)	Annualized.
(9)	For the Portfolio’s year ended October 31, 2008.

See notes to financial statements

7

Eaton Vance Floating-Rate Advantage Fundas of October 31, 2009

FINANCIAL STATEMENTS CONT’D

Financial Highlights

	Class A
	Year Ended			Period Ended
	October 31, 2009			October 31, 2008(1)
Net asset value — Beginning of period	$	7.610		$	10.000
Income (Loss) From Operations
Net investment income(2)	$	0.439		$	0.388
Net realized and unrealized gain (loss)		2.294			(2.408	)
Total income (loss) from operations	$	2.733		$	(2.020	)
Less Distributions
From net investment income	$	(0.433	)	$	(0.330	)
Tax return of capital		—			(0.040	)
Total distributions	$	(0.433	)	$	(0.370	)
Redemption fees(2)	$	0.000	(3)	$	—
Net asset value — End of period	$	9.910		$	7.610
Total Return(4)		37.56	%		(20.94	)%(5)
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$	528,054		$	444,144
Ratios (as a percentage of average daily net assets):
Expenses excluding interest and fees(6)(7)		1.29	%		1.16	%(8)
Interest and fee expense(6)		1.32	%		0.97	%(8)
Total expenses(6)		2.61	%		2.13	%(8)
Net investment income		5.42	%		6.23	%(8)
Portfolio Turnover of the Portfolio		32	%		7	%(9)

(1)	Class commenced operations on March 17, 2008.
(2)	Computed using average shares outstanding.
(3)	Rounds to less than $0.001.
(4)	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.
(5)	Not annualized.
(6)	Includes the Fund’s share of the Portfolio’s allocated expenses.
(7)	Excludes the effect of custody fee credits, if any, of less than 0.005%.
(8)	Annualized.
(9)	For the Portfolio’s year ended October 31, 2008.

See notes to financial statements

8

Eaton Vance Floating-Rate Advantage Fundas of October 31, 2009

FINANCIAL STATEMENTS CONT’D

Financial Highlights

	Class B(1)
	Year Ended October 31,									Year Ended November 30,
							Period Ended
	2009			2008			October 31, 2007(2)			2006			2005			2004
Net asset value — Beginning of period	$	7.630		$	11.180		$	11.500		$	11.500		$	11.490		$	11.240
Income (Loss) From Operations
Net investment income	$	0.426	(3)	$	0.662	(3)	$	0.670	(3)	$	0.667	(3)	$	0.481	(3)	$	0.345
Net realized and unrealized gain (loss)		2.279			(3.601	)		(0.307	)		0.008			0.014			0.249
Total income (loss) from operations	$	2.705		$	(2.939	)	$	0.363		$	0.675		$	0.495		$	0.594
Less Distributions
From net investment income	$	(0.405	)	$	(0.545	)	$	(0.683	)	$	(0.675	)	$	(0.485	)	$	(0.344	)
Tax return of capital		—			(0.066	)		—			—			—			—
Total distributions	$	(0.405	)	$	(0.611	)	$	(0.683	)	$	(0.675	)	$	(0.485	)	$	(0.344	)
Redemption fees(3)	$	0.000	(4)	$	—		$	—		$	—		$	—		$	—
Net asset value — End of period	$	9.930		$	7.630		$	11.180		$	11.500		$	11.500		$	11.490
Total Return(5)		36.99	%		(27.45	)%		3.23	%(10)		6.02	%		4.41	%		5.30	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$	121,236		$	151,321		$	1,158,834		$	1,273,866		$	1,428,366		$	1,636,855
Ratios (as a percentage of average daily net assets):
Expenses excluding interest and fees(6)(7)		1.64	%		1.51	%		1.40	%(8)		1.32	%		1.33	%		1.31	%
Interest and fee expense(6)		1.32	%		1.02	%		0.70	%(8)		0.01	%		0.00	%(9)		0.00	%(9)
Total expenses(6)		2.96	%		2.53	%		2.10	%(8)		1.33	%		1.33	%		1.31	%
Net investment income		5.34	%		6.37	%		6.39	%(8)		5.79	%		4.18	%		3.02	%
Portfolio Turnover of the Portfolio		32	%		7	%		55	%(10)		51	%		65	%		87	%

(1)	Information prior to the close of business on March 14, 2008 reflects the historical financial results of Eaton Vance Prime Rate Reserves prior to its reorganization.
(2)	For the eleven months ended October 31, 2007.
(3)	Computed using average shares outstanding.
(4)	Rounds to less than $0.001.
(5)	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.
(6)	Includes the Fund’s share of the Portfolio’s allocated expenses.
(7)	Excludes the effect of custody fee credits, if any, of less than 0.005%.
(8)	Annualized.
(9)	Represents less than 0.01%.
(10)	Not annualized.

See notes to financial statements

9

Eaton Vance Floating-Rate Advantage Fundas of October 31, 2009

FINANCIAL STATEMENTS CONT’D

Financial Highlights

	Class C
	Year Ended			Period Ended
	October 31, 2009			October 31, 2008(1)
Net asset value — Beginning of period	$	7.620		$	10.000
Income (Loss) From Operations
Net investment income(2)	$	0.399		$	0.362
Net realized and unrealized gain (loss)		2.280			(2.400	)
Total income (loss) from operations	$	2.679		$	(2.038	)
Less Distributions
From net investment income	$	(0.399	)	$	(0.305	)
Tax return of capital		—			(0.037	)
Total distributions	$	(0.399	)	$	(0.342	)
Redemption fees(2)	$	0.000	(3)	$	—
Net asset value — End of period	$	9.900		$	7.620
Total Return(4)		36.67	%		(21.06	)%(5)
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$	550,652		$	484,551
Ratios (as a percentage of average daily net assets):
Expenses excluding interest and fees(6)(7)		1.79	%		1.68	%(8)
Interest and fee expense(6)		1.32	%		0.96	%(8)
Total expenses(6)		3.11	%		2.64	%(8)
Net investment income		4.95	%		5.74	%(8)
Portfolio Turnover of the Portfolio		32	%		7	%(9)

(1)	Class commenced operations on March 15, 2008.
(2)	Computed using average shares outstanding.
(3)	Rounds to less than $0.001.
(4)	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.
(5)	Not annualized.
(6)	Includes the Fund’s share of the Portfolio’s allocated expenses.
(7)	Excludes the effect of custody fee credits, if any, of less than 0.005%.
(8)	Annualized.
(9)	For the Portfolio’s year ended October 31, 2008.

See notes to financial statements

10

Eaton Vance Floating-Rate Advantage Fundas of October 31, 2009

FINANCIAL STATEMENTS CONT’D

Financial Highlights

	Class I
	Year Ended			Period Ended
	October 31, 2009			October 31, 2008(1)
Net asset value — Beginning of period	$	7.620		$	10.000
Income (Loss) From Operations
Net investment income(2)	$	0.461		$	0.412
Net realized and unrealized gain (loss)		2.282			(2.407	)
Total income (loss) from operations	$	2.743		$	(1.995	)
Less Distributions
From net investment income	$	(0.453	)	$	(0.344	)
Tax return of capital		—			(0.041	)
Total distributions	$	(0.453	)	$	(0.385	)
Redemption fees(2)	$	0.000	(3)	$	—
Net asset value — End of period	$	9.910		$	7.620
Total Return(4)		37.70	%		(20.71	)%(5)
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$	24,688		$	13,515
Ratios (as a percentage of average daily net assets):
Expenses excluding interest and fees(6)(7)		1.04	%		0.92	%(8)
Interest and fee expense(6)		1.32	%		0.96	%(8)
Total expenses(6)		2.36	%		1.88	%(8)
Net investment income		5.65	%		6.51	%(8)
Portfolio Turnover of the Portfolio		32	%		7	%(9)

(1)	Class commenced operations on March 15, 2008.
(2)	Computed using average shares outstanding.
(3)	Rounds to less than $0.001.
(4)	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested.
(5)	Not annualized.
(6)	Includes the Fund’s share of the Portfolio’s allocated expenses.
(7)	Excludes the effect of custody fee credits, if any, of less than 0.005%.
(8)	Annualized.
(9)	For the Portfolio’s year ended October 31, 2008.

See notes to financial statements

11

Eaton Vance Floating-Rate Advantage Fundas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS

1Significant Accounting Policies

Eaton Vance Floating-Rate Advantage Fund (the Fund) is a diversified series of Eaton Vance Mutual Funds Trust (the Trust). The Trust is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company. The Fund offers five classes of shares. Class A shares are generally sold subject to a sales charge imposed at time of purchase. Class B and Class C shares are sold at net asset value and are generally subject to a contingent deferred sales charge (see Note 5). The Advisers Class and Class I shares are generally sold at net asset value and are not subject to a sales charge. Class B shares automatically convert to Class A shares eight years after their purchase as described in the Fund’s prospectus. Each class represents a pro-rata interest in the Fund, but votes separately on class-specific matters and (as noted below) is subject to different expenses. Realized and unrealized gains and losses are allocated daily to each class of shares based on the relative net assets of each class to the total net assets of the Fund. Net investment income, other than class-specific expenses, is allocated daily to each class of shares based upon the ratio of the value of each class’s paid shares to the total value of all paid shares. Each class of shares differs in its distribution plan and certain other class-specific expenses. The Fund invests all of its investable assets in interests in Senior Debt Portfolio (the Portfolio), a New York trust, having the same investment objective and policies as the Fund. The value of the Fund’s investment in the Portfolio reflects the Fund’s proportionate interest in the net assets of the Portfolio (99.9% at October 31, 2009). The performance of the Fund is directly affected by the performance of the Portfolio. The financial statements of the Portfolio, including the portfolio of investments, are included elsewhere in this report and should be read in conjunction with the Fund’s financial statements.

The following is a summary of significant accounting policies of the Fund. The policies are in conformity with accounting principles generally accepted in the United States of America. A source of authoritative accounting principles applied in the preparation of the Fund’s financial statements is the Financial Accounting Standards Board (FASB) Accounting Standards Codification (the Codification), which superseded existing non-Securities and Exchange Commission accounting and reporting standards for interim and annual reporting periods ending after September 15, 2009. The adoption of the Codification for the current reporting period did not impact the Fund’s application of generally accepted accounting principles.

AInvestment Valuation — Valuation of securities by the Portfolio is discussed in Note 1A of the Portfolio’s Notes to Financial Statements, which are included elsewhere in this report.

BIncome — The Fund’s net investment income or loss consists of the Fund’s pro-rata share of the net investment income or loss of the Portfolio, less all actual and accrued expenses of the Fund.

CFederal Taxes — The Fund’s policy is to comply with the provisions of the Internal Revenue Code applicable to regulated investment companies and to distribute to shareholders each year substantially all of its net investment income, and all or substantially all of its net realized capital gains. Accordingly, no provision for federal income or excise tax is necessary. At October 31, 2009, the Fund, for federal income tax purposes, had a capital loss carryforward of $432,480,210 which will reduce its taxable income arising from future net realized gains on investment transactions, if any, to the extent permitted by the Internal Revenue Code, and thus will reduce the amount of distributions to shareholders, which would otherwise be necessary to relieve the Fund of any liability for federal income or excise tax. Such capital loss carryforward will expire on October 31, 2010 ($154,919,765), October 31, 2011 ($86,475,719), October 31, 2012 ($774,702), October 31, 2013 ($704,819), October 31, 2015 ($14,497,995), October 31, 2016 ($124,648,581) and October 31, 2017 ($50,458,629).

As of October 31, 2009, the Fund had no uncertain tax positions that would require financial statement recognition, de-recognition, or disclosure. Each of the Fund’s and Predecessor Fund’s federal tax returns filed in the 3-year period ended October 31, 2009 remains subject to examination by the Internal Revenue Service.

DExpenses — The majority of expenses of the Trust are directly identifiable to an individual fund. Expenses which are not readily identifiable to a specific fund are allocated taking into consideration, among other things, the nature and type of expense and the relative size of the funds.

EExpense Reduction — State Street Bank and Trust Company (SSBT) serves as custodian of the Fund. Pursuant to the custodian agreement, SSBT receives a fee reduced by credits, which are determined based on the average daily cash balance the Fund maintains with SSBT. All credit balances, if any, used to reduce the Fund’s custodian fees are reported as a reduction of expenses in the Statement of Operations.

FUse 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

12

Eaton Vance Floating-Rate Advantage Fundas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

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.

GIndemnifications — Under the Trust’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 Fund, and shareholders are indemnified against personal liability for the obligations of the Trust. Additionally, in the normal course of business, the Fund enters into agreements with service providers that may contain indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred.

HRedemption Fees — Upon the redemption or exchange of shares by Advisers Class, Class A and Class I shareholders within 90 days of the settlement of purchase, a fee of 1% of the current net asset value of these shares will be assessed and retained by the Fund for the benefit of the remaining shareholders. The redemption fee is accounted for as an addition to paid-in capital.

IOther — Investment transactions are accounted for on a trade date basis. Dividends to shareholders are recorded on the ex-dividend date.

2Distributions to Shareholders

The Fund declares dividends daily to shareholders of record at the time of declaration. Distributions are generally paid monthly. Distributions of realized capital gains (reduced by available capital loss carryforwards from prior years, if any) are made at least annually. Distributions are declared separately for each class of shares. Shareholders may reinvest income and capital gain distributions in additional shares of the same class of the Fund at the net asset value as of the reinvestment date or, at the election of the shareholder, receive distributions in cash. The Fund distinguishes between distributions on a tax basis and a financial reporting basis. Accounting principles generally accepted in the United States of America require that only distributions in excess of tax basis earnings and profits be reported in the financial statements as a return of capital. Permanent differences between book and tax accounting relating to distributions are reclassified to paid-in capital. For tax purposes, distributions from short-term capital gains are considered to be from ordinary income.

The tax character of distributions declared for the years ended October 31, 2009 and October 31, 2008 was as follows:

	Year Ended October 31,
	2009		2008
Distributions declared from:
Ordinary income	$	56,102,196	$	74,009,424
Tax return of capital	$	—	$	8,890,441

During the year ended October 31, 2009, accumulated net realized loss was decreased by $283,135,204, accumulated distributions in excess of net investment income was decreased by $8,646,664 and paid-in capital was decreased by $291,781,868 due to expired capital loss carryforwards and differences between book and tax accounting, primarily for mixed straddles, defaulted bonds, foreign currency gain (loss) and swap contracts. These reclassifications had no effect on the net assets or net asset value per share of the Fund.

As of October 31, 2009, the components of distributable earnings (accumulated losses) and unrealized appreciation (depreciation) on a tax basis were as follows:

Undistributed ordinary income	$	8,111,973
Capital loss carryforward	$	(432,480,210	)
Net unrealized depreciation	$	(167,015,474	)
Other temporary differences	$	(1,452,603	)

The differences between components of distributable earnings (accumulated losses) on a tax basis and the amounts reflected in the Statement of Assets and Liabilities are primarily due to wash sales, defaulted bond interest, partnership allocations, swap contracts and the timing of recognizing distributions to shareholders.

3Transactions with Affiliates

The administration fee is earned by Eaton Vance Management (EVM) as compensation for administrative services rendered to the Fund. The fee is computed at an annual rate of 0.10% of the Fund’s average daily net assets. For the year ended October 31, 2009, the administration fee amounted to $1,082,547. The Portfolio has engaged Boston Management and Research (BMR), a subsidiary of EVM, to render investment advisory services. See Note 2 of the Portfolio’s Notes to Financial Statements which are included elsewhere in this report.

EVM serves as the sub-transfer agent of the Fund and receives from the transfer agent an aggregate fee based upon the actual expenses incurred by EVM in the performance of these services. For the year ended October 31, 2009, EVM earned $65,710 in sub-transfer agent fees. The Fund was informed that Eaton Vance Distributors, Inc. (EVD), an affiliate of EVM and the Fund’s principal underwriter, received $9,172 as its portion of the sales charge on sales of Class A shares for the year ended October 31, 2009. EVD also received distribution

13

Eaton Vance Floating-Rate Advantage Fundas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

and service fees from Advisers Class, Class A, Class B and Class C shares (see Note 4) and contingent deferred sales charges (see Note 5).

Except for Trustees of the Fund and the Portfolio who are not members of EVM’s or BMR’s organizations, officers and Trustees receive remuneration for their services to the Fund out of the investment adviser fee. Certain officers and Trustees of the Fund and the Portfolio are officers of the above organizations.

4Distribution Plans

The Fund has in effect distribution plans for the Advisers Class shares (Advisers Plan) and Class A shares (Class A Plan) pursuant to Rule 12b-1 under the 1940 Act. The Advisers Plan and the Class A Plan provide that the Fund will pay EVD a distribution and service fee of 0.25% per annum of its average daily net assets attributable to Advisers Class and Class A shares for distribution services and facilities provided to the Fund by EVD, as well as for personal services and/or the maintenance of shareholder accounts. Distribution and service fees paid or accrued to EVD for the year ended October 31, 2009 amounted to $77,021 for Advisers Class shares and $1,108,786 for Class A shares.

The Fund also has in effect distribution plans for Class B shares (Class B Plan) and Class C shares (Class C Plan) pursuant to Rule 12b-1 under the 1940 Act. The Class B and Class C Plans require the Fund to pay EVD amounts equal to 0.40% and 0.60% per annum of its average daily net assets attributable to Class B and Class C shares, respectively, for providing ongoing distribution services and facilities to the Fund. For the year ended October 31, 2009, the Fund paid or accrued to EVD $484,395 and $2,834,086 for Class B and Class C shares, respectively, representing 0.40% and 0.60% of the average daily net assets of Class B and Class C shares, respectively.

The Class B and Class C Plans also authorize the Fund to make payments of service fees to EVD, financial intermediaries and other persons in amounts not exceeding 0.20% and 0.15% per annum of its average daily net assets attributable to Class B and Class C shares, respectively. Service fees paid or accrued are for personal services and/or the maintenance of shareholder accounts. They are separate and distinct from the sales commissions and distribution fees payable to EVD. Service fees paid or accrued for the year ended October 31, 2009 amounted to $242,197 and $708,521 for Class B and Class C shares, respectively.

5Contingent Deferred Sales Charges

A contingent deferred sales charge (CDSC) generally is imposed on redemptions of Class B shares made within four years of purchase and on redemptions of Class C shares made within one year of purchase. Class A shares may be subject to a 1% CDSC if redeemed within 18 months of purchase (depending on the circumstances of purchase). Generally, the CDSC is based upon the lower of the net asset value at date of redemption or date of purchase. No charge is levied on shares acquired by reinvestment of dividends or capital gain distributions. The CDSC for Class B shares is imposed at declining rates that begin at 3% in the case of redemptions in the first year of purchase, declining to 2.5% in the second year, 2.0% in the third year, 1.0% in the fourth year and 0.0% thereafter. Class C shares are subject to a 1% CDSC if redeemed within one year of purchase. No CDSC is levied on shares which have been sold to EVM or its affiliates or to their employees or clients and may be waived under certain other limited conditions. For the year ended October 31, 2009, the Fund was informed that EVD received approximately $28,000, $129,000 and $23,000 of CDSCs paid by Class A, Class B and Class C shareholders, respectively.

6Investment Transactions

For the year ended October 31, 2009, increases and decreases in the Fund’s investment in the Portfolio aggregated $39,030,192 and $252,416,134, respectively.

7Shares of Beneficial Interest

The Fund’s Declaration of Trust permits the Trustees to issue an unlimited number of full and fractional shares of beneficial interest (without par value). Such shares may be issued in a number of different series (such as the Fund) and classes. Transactions in Fund shares were as follows:

	Year Ended			Period Ended
Advisers Class	October 31, 2009			October 31, 2008(1)
Sales		1,907,661			1,173,587
Issued in connection with the acquisition of Eaton Vance Advisers Senior Floating-Rate Fund		—			3,499,728
Issued to shareholders electing to receive payments of distributions in Fund shares		172,765			78,774
Redemptions		(2,301,200	)		(1,082,319	)
Net increase (decrease)		(220,774	)		3,669,770

14

Eaton Vance Floating-Rate Advantage Fundas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

	Year Ended			Period Ended
Class A	October 31, 2009			October 31, 2008(1)
Sales		2,726,527			5,673,088
Issued to shareholders electing to receive payments of distributions in Fund shares		1,774,842			1,090,809
Redemptions		(13,344,727	)		(7,603,566	)
Exchange from Class B shares		3,802,947			59,169,846
Net increase (decrease)		(5,040,411	)		58,330,177
	Year Ended October 31,
Class B	2009			2008*
Sales		313,698			929,409
Issued to shareholders electing to receive payments of distributions in Fund shares		493,338			1,941,559
Redemptions		(4,620,022	)		(27,546,856	)
Exchange to Class A shares		(3,813,237	)		(59,168,319	)
Net decrease		(7,626,223	)		(83,844,207	)
	Year Ended			Period Ended
Class C	October 31, 2009			October 31, 2008(1)
Sales		2,785,138			781,462
Issued in connection with the acquisition of EV Classic Senior Floating-Rate Fund		—			78,124,187
Issued to shareholders electing to receive payments of distributions in Fund shares		2,138,813			1,723,721
Redemptions		(12,947,770	)		(17,003,055	)
Net increase (decrease)		(8,023,819	)		63,626,315
	Year Ended			Period Ended
Class I	October 31, 2009			October 31, 2008(1)
Sales		823,912			87,165
Issued in connection with the acquisition of Eaton Vance Institutional Senior Floating-Rate Fund		—			2,999,203
Issued to shareholders electing to receive payments of distributions in Fund shares		44,200			49,463
Redemptions		(151,250	)		(1,362,492	)
Net increase		716,862			1,773,339

(1)	For the period from the start of business, March 15, 2008, to October 31, 2008 for Advisers Class, Class C and Class I, and March 17, 2008 to October 31, 2008 for Class A.
*	Information prior to the close of business on March 14, 2008 reflects the historical financial results of Eaton Vance Prime Rate Reserves prior to its reorganization.

For the year ended October 31, 2009, the Fund received $8,137 in redemption fees.

8Reorganization

As of the close of business on March 14, 2008, the Fund acquired the net assets of Eaton Vance Prime Rate Reserves (Prime Rate Reserves) pursuant to a plan of reorganization approved by its shareholders. Prior to this acquisition, the Fund had not commenced operations. The acquisition was accomplished by a tax-free exchange of 92,146,278 shares of Class B of the Fund for the 112,846,521 shares of Prime Rate Reserves outstanding on March 14, 2008. The aggregate net assets of Prime Rate Reserves on March 14, 2008 were $921,462,778.

Additionally, as of the close of business on March 14, 2008, the Fund acquired the net assets of Eaton Vance Advisers Senior Floating-Rate Fund (Advisers Fund), EV Classic Senior Floating-Rate Fund (Classic Fund) and Eaton Vance Institutional Senior Floating-Rate Fund (Institutional Fund), each of which also invested in the Portfolio, pursuant to a plan of reorganization approved by the shareholders. The acquisitions were accomplished by tax-free exchanges of 3,499,728 shares of Advisers Class of the Fund for the 4,294,600 shares of the Advisers Fund outstanding on March 14, 2008, 78,124,187 shares of Class C of the Fund for the 95,962,919 shares of the Classic Fund outstanding on March 14, 2008 and 2,999,203 shares of Class I of the Fund for the 3,680,699 shares of the Institutional Fund outstanding on March 14, 2008. The aggregate net assets of the Fund immediately before the acquisition were $921,462,778. The net assets of the Advisers Fund, Classic Fund and Institutional Fund at that date of $34,997,278, $781,241,870 and $29,992,032, respectively, including $5,962,341, $106,752,582 and $5,311,335 of unrealized appreciation, respectively, were combined with those of the Fund, resulting in combined net assets of $1,767,693,958.

9Review for Subsequent Events

In connection with the preparation of the financial statements of the Fund as of and for the year ended October 31, 2009, events and transactions subsequent to October 31, 2009 through December 28, 2009, the date the financial statements were issued, have been evaluated by the Fund’s management for possible adjustment and/or disclosure. Management has not identified any subsequent events requiring financial statement disclosure as of the date these financial statements were issued.

15

Eaton Vance Floating-Rate Advantage Fundas of October 31, 2009

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Trustees of Eaton Vance Mutual Funds
Trust and Shareholders of Eaton Vance Floating-Rate
Advantage Fund:

We have audited the accompanying statement of assets and liabilities of Eaton Vance Floating-Rate Advantage Fund (the “Fund”) (one of the funds constituting Eaton Vance Mutual Funds Trust) as of October 31, 2009, 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 financial highlights for each of the periods presented. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the 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 financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Eaton Vance Floating-Rate Advantage Fund as of October 31, 2009, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the periods presented, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 28, 2009

16

Eaton Vance Floating-Rate Advantage Fundas of October 31, 2009

FEDERAL TAX INFORMATION (Unaudited)

The Form 1099-DIV you receive in January 2010 will show the tax status of all distributions paid to your account in calendar year 2009. Shareholders are advised to consult their own tax adviser with respect to the tax consequences of their investment in the Fund.

17

Senior Debt Portfolioas of October 31, 2009

PORTFOLIO OF INVESTMENTS

Senior Floating-Rate Interests — 128.9%(1)
Principal
Amount*
(000’s omitted)		Borrower/Tranche Description	Value
Aerospace and Defense — 2.6%
Atlantic Inertial Systems, Inc.
GBP	671	Term Loan, 3.56%, Maturing July 20, 2014	$	1,056,863
AWAS Capital, Inc.
	5,768	Term Loan, 2.06%, Maturing March 22, 2013		5,373,892
Colt Defense, LLC
	1,457	Term Loan, 3.50%, Maturing July 9, 2014		1,340,644
DAE Aviation Holdings, Inc.
	1,549	Term Loan, 4.01%, Maturing July 31, 2014		1,456,516
	1,584	Term Loan, 4.04%, Maturing July 31, 2014		1,488,810
Evergreen International Aviation
	4,693	Term Loan, 12.00%, Maturing October 31, 2011		3,730,971
Hawker Beechcraft Acquisition
	4,475	Term Loan, 2.26%, Maturing March 26, 2014		3,557,929
	242	Term Loan, 2.28%, Maturing March 26, 2014		192,229
Hexcel Corp.
	1,406	Term Loan, 6.50%, Maturing May 21, 2014		1,416,797
IAP Worldwide Services, Inc.
	585	Term Loan, 9.25%, Maturing December 30, 2012(2)		492,043
Spirit AeroSystems, Inc.
	2,655	Term Loan, 2.03%, Maturing December 31, 2011		2,571,588
TransDigm, Inc.
	4,000	Term Loan, 2.29%, Maturing June 23, 2013		3,846,428
Vought Aircraft Industries, Inc.
	1,481	Revolving Loan, 0.50%, Maturing December 22, 2009(3)		1,437,037
	667	Term Loan, 7.50%, Maturing December 17, 2011		666,667
	1,092	Term Loan, 7.50%, Maturing December 17, 2011		1,094,712
	433	Term Loan, 7.50%, Maturing December 22, 2011		430,507
Wesco Aircraft Hardware Corp.
	2,000	Term Loan, 2.50%, Maturing September 29, 2013		1,897,500
	1,000	Term Loan - Second Lien, 6.00%, Maturing September 29, 2014		843,750
			$	32,894,883
Air Transport — 0.3%
Delta Air Lines, Inc.
	4,895	Term Loan - Second Lien, 3.53%, Maturing April 30, 2014	$	4,126,389
			$	4,126,389
Automotive — 5.0%
Accuride Corp.
	5,855	Term Loan, 10.00%, Maturing January 31, 2012	$	5,827,560
	1,125	Term Loan, Maturing September 30, 2013(4)		1,149,975
Adesa, Inc.
	7,222	Term Loan, 2.50%, Maturing October 18, 2013		6,933,270
Allison Transmission, Inc.
	859	Term Loan, 3.01%, Maturing September 30, 2014		772,936
Cooper Standard Automotive, Inc.
	284	Revolving Loan, 6.75%, Maturing December 23, 2011		260,246
	1,731	Term Loan, 7.00%, Maturing December 23, 2010		1,588,117
	89	Term Loan, 2.50%, Maturing December 23, 2011		81,330
Dayco Products, LLC
	993	DIP Loan, 8.50%, Maturing May 4, 2010		1,005,534
	1,023	DIP Loan, 8.50%, Maturing May 4, 2010		1,025,958
	4,522	Term Loan, 0.00%, Maturing June 21, 2011(5)		2,072,448
Federal-Mogul Corp.
	7,181	Term Loan, 2.19%, Maturing December 27, 2014		5,533,886
	4,598	Term Loan, 2.19%, Maturing December 27, 2015		3,543,410
Financiere Truck (Investissement)
EUR	563	Term Loan, 3.41%, Maturing February 15, 2012(3)		596,019
Ford Motor Co.
	6,359	Term Loan, 3.29%, Maturing December 15, 2013		5,683,799
Fraikin, Ltd.
GBP	691	Term Loan, 0.93%, Maturing February 15, 2012		816,393
GBP	307	Term Loan, 3.29%, Maturing February 15, 2012		362,702
Goodyear Tire & Rubber Co.
	13,299	Term Loan - Second Lien, 2.34%, Maturing April 30, 2010		12,192,606
HLI Operating Co., Inc.
	540	DIP Loan, 26.00%, Maturing November 30, 2009(2)		544,950
EUR	109	Term Loan, 11.00%, Maturing May 30, 2014		12,041
EUR	1,853	Term Loan, 11.50%, Maturing May 30, 2014		422,701
Keystone Automotive Operations, Inc.
	4,449	Term Loan, 3.78%, Maturing January 12, 2012		2,725,219
Locafroid Services S.A.S.
EUR	132	Term Loan, 3.47%, Maturing February 15, 2012		140,298
Tenneco Automotive, Inc.
	3,125	Term Loan, 5.75%, Maturing March 17, 2014		2,953,125
TriMas Corp.
	375	Term Loan, 2.52%, Maturing August 2, 2011		345,469
	1,576	Term Loan, 2.50%, Maturing August 2, 2013		1,452,120
TRW Automotive, Inc.
	2,748	Term Loan, 6.25%, Maturing February 2, 2014		2,753,480

See notes to financial statements

18

Senior Debt Portfolioas of October 31, 2009

PORTFOLIO OF INVESTMENTS CONT’D

Principal
Amount*
(000’s omitted)		Borrower/Tranche Description	Value
Automotive (continued)
United Components, Inc.
	2,779	Term Loan, 2.72%, Maturing June 30, 2010	$	2,577,798
			$	63,373,390
Beverage and Tobacco — 0.3%
Culligan International Co.
EUR	3,000	Term Loan - Second Lien, 5.19%, Maturing May 31, 2013	$	1,644,570
Van Houtte, Inc.
	234	Term Loan, 2.78%, Maturing July 11, 2014		223,427
	1,717	Term Loan, 2.78%, Maturing July 11, 2014		1,638,462
			$	3,506,459
Brokers, Dealers and Investment Houses — 0.4%
AmeriTrade Holding Corp.
	5,578	Term Loan, 1.75%, Maturing December 31, 2012	$	5,424,365
			$	5,424,365
Building and Development — 3.8%
401 North Wabash Venture, LLC
	2,180	Term Loan, 0.00%, Maturing May 7, 2009(6)	$	1,634,640
AIMCO Properties, L.P.
	4,725	Term Loan, 1.75%, Maturing March 23, 2011		4,536,000
Beacon Sales Acquisition, Inc.
	1,900	Term Loan, 2.28%, Maturing September 30, 2013		1,793,222
Brickman Group Holdings, Inc.
	2,415	Term Loan, 2.28%, Maturing January 23, 2014		2,279,828
Capital Automotive (REIT)
	1,935	Term Loan, 5.75%, Maturing December 14, 2012		1,731,518
Epco/Fantome, LLC
	4,488	Term Loan, 2.87%, Maturing November 23, 2010		3,433,320
Forestar USA Real Estate Group, Inc.
	3,754	Revolving Loan, 0.39%, Maturing December 1, 2010(3)		3,153,715
	3,018	Term Loan, 5.10%, Maturing December 1, 2010		2,716,071
Hearthstone Housing Partners II, LLC
	1,992	Revolving Loan, 1.75%, Maturing December 1, 2009(3)		1,327,418
Lafarge Roofing
	540	Term Loan, 2.41%, Maturing July 16, 2014		396,352
	548	Term Loan, 2.66%, Maturing July 16, 2014		402,062
EUR	353	Term Loan, 5.00%, Maturing April 16, 2015		253,361
LNR Property Corp.
	1,541	Term Loan, 3.75%, Maturing July 3, 2011		1,224,714
Materis
EUR	819	Term Loan, 3.10%, Maturing April 27, 2014		888,447
EUR	872	Term Loan, 3.47%, Maturing April 27, 2015		946,008
Mueller Water Products, Inc.
	2,096	Term Loan, 5.78%, Maturing May 24, 2014		2,052,593
NCI Building Systems, Inc.
	1,117	Term Loan, 4.03%, Maturing June 18, 2010		1,040,118
Panolam Industries Holdings, Inc.
	2,104	Term Loan, 5.00%, Maturing September 30, 2012		1,898,490
Re/Max International, Inc.
	1,912	Term Loan, 6.50%, Maturing December 17, 2012		1,873,820
	3,097	Term Loan, 9.77%, Maturing December 17, 2012		3,050,418
Realogy Corp.
	416	Term Loan, 3.24%, Maturing September 1, 2014		349,600
	2,569	Term Loan, 3.29%, Maturing September 1, 2014		2,159,707
Sanitec Europe OY
EUR	2,325	Term Loan, 2.50%, Maturing June 25, 2016		2,372,066
South Edge, LLC
	4,475	Term Loan, 0.00%, Maturing October 31, 2009(6)		1,376,062
WCI Communities, Inc.
	1,248	Term Loan, 10.00%, Maturing September 3, 2014		1,070,131
	4,016	Term Loan, 10.06%, Maturing September 3, 2014		3,965,383
			$	47,925,064
Business Equipment and Services — 10.2%
Activant Solutions, Inc.
	2,038	Term Loan, 2.31%, Maturing May 1, 2013	$	1,900,733
Affiliated Computer Services
	6,337	Term Loan, 2.24%, Maturing March 20, 2013		6,270,655
	1,915	Term Loan, 2.24%, Maturing March 20, 2013		1,895,084
Affinion Group, Inc.
	6,699	Term Loan, 2.74%, Maturing October 17, 2012		6,442,638
Allied Barton Security Service
	1,437	Term Loan, 6.75%, Maturing February 21, 2015		1,456,352
Education Management, LLC
	5,645	Term Loan, 2.06%, Maturing June 1, 2013		5,305,806
Info USA, Inc.
	807	Term Loan, 2.29%, Maturing February 14, 2012		780,958
Intergraph Corp.
	837	Term Loan, 2.37%, Maturing May 29, 2014		803,362
	2,000	Term Loan - Second Lien, 6.29%, Maturing November 29, 2014		1,925,000
iPayment, Inc.
	3,500	Term Loan, 2.27%, Maturing May 10, 2013		3,198,207
Kronos, Inc.
	2,488	Term Loan, 2.28%, Maturing June 11, 2014		2,347,951

See notes to financial statements

19

Senior Debt Portfolioas of October 31, 2009

PORTFOLIO OF INVESTMENTS CONT’D

Principal
Amount*
(000’s omitted)		Borrower/Tranche Description	Value
Business Equipment and Services (continued)
Language Line, Inc.
	6,170	Term Loan, 5.50%, Maturing June 11, 2011	$	6,169,697
	4,725	Term Loan, Maturing October 30, 2015(4)		4,727,953
Mitchell International, Inc.
	1,000	Term Loan - Second Lien, 5.56%, Maturing March 28, 2015		680,000
N.E.W. Holdings I, LLC
	4,554	Term Loan, 2.74%, Maturing May 22, 2014		4,266,640
Protection One, Inc.
	3,137	Term Loan, 2.49%, Maturing March 31, 2012		3,002,171
Quantum Corp.
	666	Term Loan, 3.78%, Maturing July 12, 2014		608,754
Quintiles Transnational Corp.
	4,596	Term Loan, 2.28%, Maturing March 31, 2013		4,386,037
RiskMetrics Group Holdings, LLC
	3,494	Term Loan, 2.28%, Maturing January 11, 2014		3,406,390
Sabre, Inc.
	12,884	Term Loan, 2.49%, Maturing September 30, 2014		11,185,136
Serena Software, Inc.
	2,725	Term Loan, 2.32%, Maturing March 10, 2013		2,523,899
Sitel (Client Logic)
	4,758	Term Loan, 5.77%, Maturing January 29, 2014		4,139,637
Solera Holdings, LLC
	2,582	Term Loan, 2.06%, Maturing May 15, 2014		2,480,010
SunGard Data Systems, Inc.
	614	Term Loan, 1.99%, Maturing February 11, 2013		577,929
	1,683	Term Loan, 6.75%, Maturing February 28, 2014		1,704,038
	17,340	Term Loan, 4.07%, Maturing February 28, 2016		16,872,167
Ticketmaster
	2,000	Term Loan, 3.55%, Maturing July 22, 2014		1,970,000
Transaction Network Services, Inc.
	1,621	Term Loan, 9.50%, Maturing May 4, 2012		1,637,365
Travelport, LLC
	3,910	Term Loan, 2.78%, Maturing August 23, 2013		3,565,083
	4,957	Term Loan, 2.78%, Maturing August 23, 2013		4,523,592
	2,357	Term Loan, 2.78%, Maturing August 23, 2013		2,150,640
EUR	1,053	Term Loan, 3.24%, Maturing August 23, 2013		1,386,817
Valassis Communications, Inc.
	1,323	Term Loan, 2.04%, Maturing March 2, 2014		1,238,176
VWR International, Inc.
	5,392	Term Loan, 2.74%, Maturing June 28, 2013		4,933,223
West Corp.
	3,659	Term Loan, 2.62%, Maturing October 24, 2013		3,367,845
	5,314	Term Loan, 4.12%, Maturing July 15, 2016		5,007,537
			$	128,837,482
Cable and Satellite Television — 10.1%
Atlantic Broadband Finance, LLC
	5,180	Term Loan, 6.75%, Maturing June 8, 2013	$	5,166,814
	193	Term Loan, 2.54%, Maturing September 1, 2013		190,135
Bresnan Broadband Holdings, LLC
	1,440	Term Loan, 2.29%, Maturing March 29, 2014		1,386,973
	2,985	Term Loan, 2.42%, Maturing March 29, 2014		2,875,549
Cequel Communications, LLC
	14,884	Term Loan, 2.24%, Maturing November 5, 2013		14,251,503
	3,000	Term Loan - Second Lien, 4.79%, Maturing May 5, 2014		2,938,500
Charter Communications Operating, Inc.
	18,532	Term Loan, 6.25%, Maturing April 28, 2013		16,896,790
CSC Holdings, Inc.
	9,264	Term Loan, 2.05%, Maturing March 29, 2013		8,836,957
DirectTV Holdings, LLC
	1,686	Term Loan, 1.74%, Maturing April 13, 2013		1,654,656
Foxco Acquisition Sub., LLC
	1,340	Term Loan, 7.25%, Maturing July 2, 2015		1,224,517
Insight Midwest Holdings, LLC
	7,838	Term Loan, 2.29%, Maturing April 6, 2014		7,470,015
MCC Iowa, LLC
	1,911	Term Loan, 1.98%, Maturing January 31, 2015		1,758,220
Mediacom Illinois, LLC
	2,430	Term Loan, 1.48%, Maturing September 30, 2012		2,259,900
	5,861	Term Loan, 1.73%, Maturing January 31, 2015		5,389,316
NTL Investment Holdings, Ltd.
GBP	1,501	Term Loan, 5.12%, Maturing September 3, 2012		2,392,825
ProSiebenSat.1 Media AG
EUR	1,072	Term Loan, 3.53%, Maturing March 2, 2015		1,055,683
EUR	263	Term Loan, 2.73%, Maturing June 26, 2015		327,510
EUR	6,272	Term Loan, 2.73%, Maturing June 26, 2015		7,811,162
EUR	1,072	Term Loan, 3.78%, Maturing March 2, 2016		1,055,683
San Juan Cable, LLC
	963	Term Loan, 2.04%, Maturing October 31, 2012		899,969
UPC Broadband Holding B.V.
	1,593	Term Loan, 2.00%, Maturing December 31, 2014		1,493,897
	1,864	Term Loan, 3.75%, Maturing December 31, 2016		1,794,219
EUR	8,221	Term Loan, 4.19%, Maturing December 31, 2016		11,130,863
EUR	5,930	Term Loan, 4.44%, Maturing December 31, 2017		8,065,706
Virgin Media Investment Holding
GBP	3,000	Term Loan, Maturing March 2, 2012(4)		4,805,130
	3,296	Term Loan, 3.78%, Maturing March 30, 2012		3,283,225
GBP	1,188	Term Loan, 4.40%, Maturing March 30, 2012		1,892,688
GBP	1,388	Term Loan, 4.40%, Maturing March 30, 2012		2,212,252
GBP	763	Term Loan, 4.43%, Maturing March 30, 2012		1,216,691

See notes to financial statements

20

Senior Debt Portfolioas of October 31, 2009

PORTFOLIO OF INVESTMENTS CONT’D

Principal
Amount*
(000’s omitted)		Borrower/Tranche Description	Value
Cable and Satellite Television (continued)
YPSO Holding SA
EUR	957	Term Loan, 2.68%, Maturing July 28, 2014	$	1,090,700
EUR	1,562	Term Loan, 2.68%, Maturing July 28, 2014		1,779,564
EUR	2,481	Term Loan, 2.68%, Maturing July 28, 2014		2,826,254
			$	127,433,866
Chemicals and Plastics — 7.6%
Ashland, Inc.
	1,460	Term Loan, 7.65%, Maturing November 20, 2014	$	1,486,230
AZ Chem US, Inc.
	922	Term Loan, 2.24%, Maturing February 28, 2013		878,320
Brenntag Holding GmbH and Co. KG
	3,537	Term Loan, 2.25%, Maturing December 23, 2013		3,368,768
	864	Term Loan, 2.29%, Maturing December 23, 2013		822,529
EUR	2,071	Term Loan, 2.88%, Maturing December 23, 2013		2,948,774
EUR	377	Term Loan, 2.68%, Maturing December 23, 2014		536,767
EUR	486	Term Loan, 2.87%, Maturing December 23, 2014		691,891
	1,000	Term Loan - Second Lien, 4.25%, Maturing December 23, 2015		938,333
British Vita UK, Ltd.
EUR	1,205	Term Loan, 5.78%, Maturing June 30, 2014(2)		1,217,627
Celanese Holdings, LLC
	2,500	Term Loan, 2.00%, Maturing April 2, 2014		2,349,220
	9,135	Term Loan, 2.04%, Maturing April 2, 2014		8,567,918
Cognis GmbH
EUR	615	Term Loan, 2.77%, Maturing September 15, 2013		825,865
EUR	2,510	Term Loan, 2.77%, Maturing September 15, 2013		3,372,281
Columbian Chemicals Acquisition
	429	Term Loan, 6.31%, Maturing March 16, 2013		365,960
Ferro Corp.
	6,111	Term Loan, 6.29%, Maturing June 6, 2012		5,820,317
Georgia Gulf Corp.
	1,966	Term Loan, 10.00%, Maturing October 3, 2013		1,967,162
Hexion Specialty Chemicals, Inc.
EUR	737	Term Loan, 2.95%, Maturing May 5, 2012		844,270
	1,282	Term Loan, 2.56%, Maturing May 5, 2013		1,019,514
	5,903	Term Loan, 2.56%, Maturing May 5, 2013		4,693,280
	3,910	Term Loan, 2.56%, Maturing June 15, 2014		3,069,350
Huntsman International, LLC
	5,660	Term Loan, 1.99%, Maturing August 16, 2012		5,182,458
INEOS Group
EUR	416	Term Loan, 5.52%, Maturing December 14, 2011		521,887
EUR	2,568	Term Loan, 5.52%, Maturing December 14, 2011		3,219,227
EUR	2,676	Term Loan, 6.02%, Maturing December 14, 2011		3,354,015
EUR	309	Term Loan, 8.02%, Maturing December 14, 2011		387,099
	1,620	Term Loan, 7.00%, Maturing December 14, 2012		1,397,372
	2,552	Term Loan, 7.50%, Maturing December 14, 2013		2,189,398
	2,484	Term Loan, 10.00%, Maturing December 14, 2014		2,131,550
EUR	1,000	Term Loan - Second Lien, Maturing December 14, 2012(4)		1,101,439
ISP Chemco, Inc.
	6,635	Term Loan, 2.00%, Maturing June 4, 2014		6,297,042
Kranton Polymers, LLC
	5,457	Term Loan, 2.31%, Maturing May 12, 2013		5,192,268
MacDermid, Inc.
EUR	1,081	Term Loan, 2.64%, Maturing April 12, 2014		1,254,215
Millenium Inorganic Chemicals
	3,927	Term Loan, 2.53%, Maturing April 30, 2014		3,612,868
Momentive Performance Material
	4,714	Term Loan, 2.50%, Maturing December 4, 2013		3,946,549
Nalco Co.
	1,318	Term Loan, 6.50%, Maturing May 6, 2016		1,343,095
Rockwood Specialties Group, Inc.
	7,756	Term Loan, 6.00%, Maturing May 15, 2014		7,865,148
Schoeller Arca Systems Holding
EUR	289	Term Loan, 3.68%, Maturing November 16, 2015		272,239
EUR	824	Term Loan, 3.68%, Maturing November 16, 2015		776,203
EUR	887	Term Loan, 3.68%, Maturing November 16, 2015		835,271
			$	96,663,719
Clothing / Textiles — 0.5%
Hanesbrands, Inc.
	1,925	Term Loan, 5.03%, Maturing September 5, 2013	$	1,936,602
	2,025	Term Loan - Second Lien, 3.99%, Maturing March 5, 2014		1,961,718
St. John Knits International, Inc.
	1,748	Term Loan, 9.25%, Maturing March 23, 2012		1,416,005
The William Carter Co.
	1,146	Term Loan, 1.75%, Maturing July 14, 2012		1,120,602
			$	6,434,927
Conglomerates — 3.8%
Amsted Industries, Inc.
	4,901	Term Loan, 2.29%, Maturing October 15, 2010	$	4,496,360
	473	Term Loan, 2.40%, Maturing April 5, 2013		433,823
Doncasters (Dunde HoldCo 4 Ltd.)
GBP	581	Term Loan, 3.02%, Maturing July 13, 2015		775,255
GBP	581	Term Loan, 3.52%, Maturing July 13, 2015		775,255
	1,307	Term Loan, 4.24%, Maturing July 13, 2015		1,061,891
	1,307	Term Loan, 4.74%, Maturing July 13, 2015		1,061,891

See notes to financial statements

21

Senior Debt Portfolioas of October 31, 2009

PORTFOLIO OF INVESTMENTS CONT’D

Principal
Amount*
(000’s omitted)		Borrower/Tranche Description	Value
Conglomerates (continued)
Gentek Holding, LLC
	825	Term Loan, Maturing October 29, 2014(4)	$	830,843
Jarden Corp.
	987	Term Loan, 2.03%, Maturing January 24, 2012		952,776
	4,184	Term Loan, 2.03%, Maturing January 24, 2012		4,047,074
	1,515	Term Loan, 2.78%, Maturing January 24, 2012		1,487,484
Johnson Diversey, Inc.
	1,034	Term Loan, 2.48%, Maturing December 16, 2010		1,029,948
	4,847	Term Loan, 2.48%, Maturing December 16, 2011		4,827,549
Manitowoc Company, Inc. (The)
	5,769	Term Loan, 7.50%, Maturing August 21, 2014		5,689,639
Polymer Group, Inc.
	2,000	Revolving Loan, 0.74%, Maturing November 22, 2010(3)		1,700,000
	5,374	Term Loan, 7.00%, Maturing November 22, 2014		5,387,813
RBS Global, Inc.
	1,068	Term Loan, 2.50%, Maturing July 19, 2013		1,024,225
	4,878	Term Loan, 2.79%, Maturing July 19, 2013		4,699,012
RGIS Holdings, LLC
	269	Term Loan, 2.75%, Maturing April 30, 2014		239,444
	5,373	Term Loan, 2.77%, Maturing April 30, 2014		4,788,877
US Investigations Services, Inc.
	1,960	Term Loan, 3.29%, Maturing February 21, 2015		1,826,627
Vertrue, Inc.
	1,000	Term Loan, 3.29%, Maturing August 16, 2014		827,500
			$	47,963,286
Containers and Glass Products — 4.2%
Berry Plastics Corp.
	6,088	Term Loan, 2.30%, Maturing April 3, 2015	$	5,246,199
Consolidated Container Co.
	887	Term Loan, 2.50%, Maturing March 28, 2014		825,767
	1,500	Term Loan - Second Lien, 5.75%, Maturing September 28, 2014		1,246,250
Crown Americas, Inc.
	1,334	Term Loan, 2.00%, Maturing November 15, 2012		1,308,186
EUR	970	Term Loan, 2.18%, Maturing November 15, 2012		1,379,323
Graham Packaging Holdings Co.
	1,785	Term Loan, 2.55%, Maturing October 7, 2011		1,745,790
	7,903	Term Loan, 6.75%, Maturing April 5, 2014		7,922,420
Graphic Packaging International, Inc.
	6,148	Term Loan, 2.28%, Maturing May 16, 2014		5,860,588
	1,970	Term Loan, 3.03%, Maturing May 16, 2014		1,896,125
JSG Acquisitions
EUR	2,414	Term Loan, 4.00%, Maturing December 31, 2014		3,423,068
EUR	2,414	Term Loan, 4.11%, Maturing December 31, 2014		3,422,674
OI European Group B.V.
EUR	3,830	Term Loan, 1.93%, Maturing June 14, 2013		5,401,570
Owens-Brockway Glass Container
	4,788	Term Loan, 1.74%, Maturing June 14, 2013		4,677,785
Smurfit-Stone Container Corp.
	3,578	Revolving Loan, 2.84%, Maturing July 28, 2010		3,505,968
	1,187	Revolving Loan, 3.06%, Maturing July 28, 2010		1,162,823
	466	Term Loan, 2.50%, Maturing November 1, 2011		452,590
	817	Term Loan, 2.50%, Maturing November 1, 2011		796,073
	1,540	Term Loan, 2.50%, Maturing November 1, 2011		1,496,938
	718	Term Loan, 4.50%, Maturing November 1, 2011		699,520
			$	52,469,657
Cosmetics / Toiletries — 0.4%
American Safety Razor Co.
	1,000	Term Loan - Second Lien, 6.54%, Maturing July 31, 2014	$	817,500
Bausch & Lomb, Inc.
	216	Term Loan, 3.52%, Maturing April 30, 2015		205,948
	888	Term Loan, 3.53%, Maturing April 30, 2015		848,074
Prestige Brands, Inc.
	3,684	Term Loan, 2.49%, Maturing April 7, 2011		3,619,213
			$	5,490,735
Drugs — 0.9%
Chattem, Inc.
	1,097	Term Loan, 2.02%, Maturing January 2, 2013	$	1,080,791
Graceway Pharmaceuticals, LLC
	5,708	Term Loan, 2.99%, Maturing May 3, 2012		4,024,082
	1,000	Term Loan - Second Lien, 6.74%, Maturing May 3, 2013		342,500
Pharmaceutical Holdings Corp.
	1,197	Term Loan, 3.50%, Maturing January 30, 2012		1,134,293
Warner Chilcott Corp.
	1,747	Term Loan, Maturing October 30, 2014(4)		1,752,913
	612	Term Loan, Maturing April 30, 2015(4)		613,519
	874	Term Loan, Maturing April 30, 2015(4)		876,456
	1,922	Term Loan, Maturing April 30, 2015(4)		1,902,827
			$	11,727,381
Ecological Services and Equipment — 1.5%
Blue Waste B.V. (AVR Acquisition)
EUR	4,000	Term Loan, 2.68%, Maturing April 1, 2015	$	5,448,051

See notes to financial statements

22

Senior Debt Portfolioas of October 31, 2009

PORTFOLIO OF INVESTMENTS CONT’D

Principal
Amount*
(000’s omitted)		Borrower/Tranche Description	Value
Ecological Services and Equipment (continued)
Environmental Systems Products Holdings, Inc.
	208	Term Loan - Second Lien, 13.50%, Maturing December 12, 2010	$	186,525
Kemble Water Structure, Ltd.
GBP	8,500	Term Loan - Second Lien, 4.49%, Maturing October 13, 2013		10,736,996
Sensus Metering Systems, Inc.
	2,997	Term Loan, 7.00%, Maturing June 3, 2013		3,007,932
			$	19,379,504
Electronics / Electrical — 4.0%
Aspect Software, Inc.
	3,949	Term Loan, 3.31%, Maturing July 11, 2011	$	3,622,954
FCI International S.A.S.
	497	Term Loan, 3.41%, Maturing November 1, 2013		453,112
	497	Term Loan, 3.41%, Maturing November 1, 2013		453,112
	516	Term Loan, 3.41%, Maturing November 1, 2013		470,657
	516	Term Loan, 3.41%, Maturing November 1, 2013		470,657
Freescale Semiconductor, Inc.
	6,535	Term Loan, 2.00%, Maturing December 1, 2013		5,328,011
Infor Enterprise Solutions Holdings
EUR	1,945	Term Loan, 3.43%, Maturing July 28, 2012		2,558,235
	4,107	Term Loan, 4.00%, Maturing July 28, 2012		3,624,655
	7,872	Term Loan, 4.00%, Maturing July 28, 2012		6,947,254
	500	Term Loan, 5.74%, Maturing March 2, 2014		340,625
Network Solutions, LLC
	2,085	Term Loan, 2.78%, Maturing March 7, 2014		1,876,113
Open Solutions, Inc.
	5,437	Term Loan, 2.41%, Maturing January 23, 2014		4,412,711
Sensata Technologies Finance Co.
	6,595	Term Loan, 2.03%, Maturing April 27, 2013		5,678,175
Spectrum Brands, Inc.
	440	Term Loan, 8.00%, Maturing March 30, 2013		431,075
	8,551	Term Loan, 8.00%, Maturing March 30, 2013		8,383,775
VeriFone, Inc.
	226	Term Loan, 3.00%, Maturing October 31, 2013		216,069
Vertafore, Inc.
	4,826	Term Loan, 5.50%, Maturing July 31, 2014		4,753,856
			$	50,021,046
Equipment Leasing — 0.4%
Hertz Corp.
	4,277	Term Loan, 2.00%, Maturing December 21, 2012	$	4,001,721
	785	Term Loan, 2.04%, Maturing December 21, 2012		734,542
			$	4,736,263
Farming / Agriculture — 0.5%
BF Bolthouse HoldCo, LLC
	1,719	Term Loan, 2.56%, Maturing December 16, 2012	$	1,681,679
	1,000	Term Loan - Second Lien, 5.74%, Maturing December 16, 2013		947,500
Central Garden & Pet Co.
	3,362	Term Loan, 1.75%, Maturing February 28, 2014		3,199,035
			$	5,828,214
Financial Intermediaries — 2.0%
Citco III, Ltd.
	6,189	Term Loan, 2.85%, Maturing June 30, 2014	$	5,415,092
E.A. Viner International Co.
	132	Term Loan, 4.79%, Maturing July 31, 2013		124,375
Grosvenor Capital Management
	1,414	Term Loan, 2.25%, Maturing December 5, 2013		1,286,978
Jupiter Asset Management Group
GBP	1,321	Term Loan, 2.74%, Maturing June 30, 2015		2,048,970
LPL Holdings, Inc.
	11,607	Term Loan, 2.01%, Maturing December 18, 2014		10,968,947
Nuveen Investments, Inc.
	2,262	Term Loan, 3.28%, Maturing November 2, 2014		1,959,096
Oxford Acquisition III, Ltd.
	2,965	Term Loan, 2.28%, Maturing May 24, 2014		2,465,747
RJO Holdings Corp. (RJ O’Brien)
	1,446	Term Loan, 3.25%, Maturing July 31, 2014		972,614
			$	25,241,819
Food Products — 3.2%
Advantage Sales & Marketing, Inc.
	7,021	Term Loan, 2.29%, Maturing March 29, 2013	$	6,687,535
American Seafoods Group, LLC
	329	Term Loan, 4.03%, Maturing September 30, 2012		320,972
B&G Foods, Inc.
	1,130	Term Loan, 2.35%, Maturing February 23, 2013		1,112,065
BL Marketing, Ltd.
GBP	1,500	Term Loan, 2.52%, Maturing December 31, 2013		2,369,554
Dean Foods Co.
	8,999	Term Loan, 1.66%, Maturing April 2, 2014		8,430,546
Dole Food Company, Inc.
	312	Term Loan, 7.15%, Maturing April 12, 2013		315,977
	544	Term Loan, 8.00%, Maturing April 12, 2013		550,929
	1,956	Term Loan, 8.00%, Maturing April 12, 2013		1,978,763
Pinnacle Foods Finance, LLC
	3,000	Revolving Loan, 0.90%, Maturing April 2, 2013(3)		2,025,000
	10,467	Term Loan, 3.00%, Maturing April 2, 2014		9,825,555

See notes to financial statements

23

Senior Debt Portfolioas of October 31, 2009

PORTFOLIO OF INVESTMENTS CONT’D

Principal
Amount*
(000’s omitted)		Borrower/Tranche Description	Value
Food Products (continued)
Reddy Ice Group, Inc.
	7,975	Term Loan, 2.00%, Maturing August 9, 2012	$	7,137,625
			$	40,754,521
Food Service — 3.4%
AFC Enterprises, Inc.
	833	Term Loan, 7.00%, Maturing May 11, 2011	$	839,687
Aramark Corp.
	1,113	Term Loan, 2.14%, Maturing January 26, 2014		1,023,512
	17,088	Term Loan, 2.16%, Maturing January 26, 2014		15,714,184
	169	Term Loan, 3.25%, Maturing October 22, 2014		162,285
Buffets, Inc.
	1,569	Term Loan, 18.00%, Maturing April 30, 2012		1,602,670
	313	Term Loan, 7.53%, Maturing November 1, 2013(2)		275,226
	1,566	Term Loan - Second Lien, 17.78%, Maturing November 1, 2013(2)		1,377,690
CBRL Group, Inc.
	6,139	Term Loan, 1.97%, Maturing April 27, 2013		5,920,681
JRD Holdings, Inc.
	2,083	Term Loan, 2.50%, Maturing June 26, 2014		2,004,707
Maine Beverage Co., LLC
	1,312	Term Loan, 2.04%, Maturing June 30, 2010		1,214,062
NPC International, Inc.
	1,843	Term Loan, 2.03%, Maturing May 3, 2013		1,753,384
OSI Restaurant Partners, LLC
	354	Term Loan, 3.03%, Maturing May 9, 2013		295,955
	4,021	Term Loan, 2.56%, Maturing May 9, 2014		3,359,639
QCE Finance, LLC
	4,168	Term Loan, 2.56%, Maturing May 5, 2013		3,373,972
Sagittarius Restaurants, LLC
	1,123	Term Loan, 9.75%, Maturing March 29, 2013		1,044,550
Selecta
GBP	2,500	Term Loan, 3.79%, Maturing June 28, 2015		3,056,827
			$	43,019,031
Food / Drug Retailers — 3.0%
General Nutrition Centers, Inc.
	7,193	Term Loan, 2.52%, Maturing September 16, 2013	$	6,676,029
Pantry, Inc. (The)
	737	Term Loan, 1.75%, Maturing May 15, 2014		698,931
	2,560	Term Loan, 1.75%, Maturing May 15, 2014		2,427,631
Rite Aid Corp.
	14,598	Term Loan, 2.00%, Maturing June 1, 2014		12,660,641
	2,450	Term Loan, 6.00%, Maturing June 4, 2014		2,303,235
	2,500	Term Loan, 9.50%, Maturing June 4, 2014		2,591,667
Roundy’s Supermarkets, Inc.
	10,769	Term Loan, 6.03%, Maturing November 3, 2011		10,625,093
			$	37,983,227
Forest Products — 2.3%
Appleton Papers, Inc.
	4,350	Term Loan, 6.63%, Maturing June 5, 2014	$	3,958,386
Georgia-Pacific Corp.
	11,740	Term Loan, 2.32%, Maturing December 20, 2012		11,332,231
	8,360	Term Loan, 2.33%, Maturing December 20, 2012		8,069,979
	3,203	Term Loan, 3.59%, Maturing December 23, 2014		3,187,636
Xerium Technologies, Inc.
	2,839	Term Loan, 5.78%, Maturing May 18, 2012		2,327,873
			$	28,876,105
Health Care — 11.5%
Accellent, Inc.
	2,614	Term Loan, 2.87%, Maturing November 22, 2012	$	2,485,733
Alliance Imaging, Inc.
	1,821	Term Loan, 2.86%, Maturing December 29, 2011		1,765,998
American Medical Systems
	1,914	Term Loan, 2.50%, Maturing July 20, 2012		1,861,241
AMN Healthcare, Inc.
	584	Term Loan, 2.03%, Maturing November 2, 2011		545,701
AMR HoldCo, Inc.
	1,608	Term Loan, 2.25%, Maturing February 10, 2012		1,547,734
Biomet, Inc.
	7,386	Term Loan, 3.28%, Maturing December 26, 2014		7,110,855
EUR	1,048	Term Loan, 3.58%, Maturing December 26, 2014		1,476,526
Cardinal Health 409, Inc.
	5,938	Term Loan, 2.49%, Maturing April 10, 2014		5,178,209
Carestream Health, Inc.
	6,580	Term Loan, 2.24%, Maturing April 30, 2013		6,169,723
Carl Zeiss Vision Holding GmbH
	3,701	Term Loan, 2.74%, Maturing March 23, 2015		2,609,127
Community Health Systems, Inc.
	1,009	Term Loan, 2.49%, Maturing July 25, 2014		941,775
	19,762	Term Loan, 2.61%, Maturing July 25, 2014		18,454,320
Concentra, Inc.
	2,151	Term Loan, 2.54%, Maturing June 25, 2014		2,005,341
ConMed Corp.
	1,015	Term Loan, 1.74%, Maturing April 13, 2013		944,204
CRC Health Corp.
	1,358	Term Loan, 2.53%, Maturing February 6, 2013		1,215,410
	1,461	Term Loan, 2.53%, Maturing February 6, 2013		1,307,821

See notes to financial statements

24

Senior Debt Portfolioas of October 31, 2009

PORTFOLIO OF INVESTMENTS CONT’D

Principal
Amount*
(000’s omitted)		Borrower/Tranche Description	Value
Health Care (continued)
Dako (Eqt Project Delphi)
EUR	1,337	Term Loan, 2.56%, Maturing June 12, 2015	$	1,613,268
DaVita, Inc.
	7,807	Term Loan, 1.76%, Maturing October 5, 2012		7,510,112
DJO Finance, LLC
	995	Term Loan, 3.26%, Maturing May 15, 2014		961,358
HCA, Inc.
	20,989	Term Loan, 2.53%, Maturing November 18, 2013		19,588,385
Health Management Association, Inc.
	10,492	Term Loan, 2.03%, Maturing February 28, 2014		9,759,180
HealthSouth Corp.
	1,370	Term Loan, 2.55%, Maturing March 10, 2013		1,308,729
	1,000	Term Loan, 2.65%, Maturing March 10, 2013		910,000
	1,128	Term Loan, 4.05%, Maturing March 15, 2014		1,105,338
Iasis Healthcare, LLC
	960	Term Loan, 2.24%, Maturing March 14, 2014		905,140
	2,773	Term Loan, 2.24%, Maturing March 14, 2014		2,615,510
	259	Term Loan, 2.24%, Maturing March 14, 2014		244,426
IM U.S. Holdings, LLC
	3,837	Term Loan, 2.26%, Maturing June 26, 2014		3,635,262
Invacare Corp.
	576	Term Loan, 2.49%, Maturing February 12, 2013		549,360
inVentiv Health, Inc.
	2,128	Term Loan, 2.04%, Maturing July 6, 2014		1,995,124
LifePoint Hospitals, Inc.
	2,242	Term Loan, 2.02%, Maturing April 15, 2012		2,177,810
MultiPlan Merger Corp.
	1,086	Term Loan, 2.75%, Maturing April 12, 2013		1,028,549
	1,370	Term Loan, 2.75%, Maturing April 12, 2013		1,297,649
Mylan, Inc.
	6,465	Term Loan, 3.55%, Maturing October 2, 2014		6,303,251
National Mentor Holdings, Inc.
	3,105	Term Loan, 2.29%, Maturing June 29, 2013		2,796,700
	190	Term Loan, 4.59%, Maturing June 29, 2013		171,479
Nyco Holdings
EUR	2,321	Term Loan, 2.93%, Maturing December 29, 2014		3,175,475
EUR	2,321	Term Loan, 3.68%, Maturing December 29, 2015		3,175,475
RadNet Management, Inc.
	2,602	Term Loan, 4.54%, Maturing November 15, 2012		2,511,008
ReAble Therapeutics Finance, LLC
	4,353	Term Loan, 2.29%, Maturing November 16, 2013		4,156,887
Select Medical Holdings Corp.
	4,728	Term Loan, 4.16%, Maturing August 5, 2014		4,740,264
Sunrise Medical Holdings, Inc.
	1,656	Term Loan, 8.25%, Maturing May 13, 2010		1,200,651
TZ Merger Sub., Inc. (TriZetto)
	995	Term Loan, 7.50%, Maturing July 24, 2015		999,950
Vanguard Health Holding Co., LLC
	2,801	Term Loan, 2.49%, Maturing September 23, 2011		2,737,817
Viant Holdings, Inc.
	715	Term Loan, 2.54%, Maturing June 25, 2014		696,893
			$	145,490,768
Home Furnishings — 1.2%
Hunter Fan Co.
	1,415	Term Loan, 2.75%, Maturing April 16, 2014	$	1,018,867
Interline Brands, Inc.
	826	Term Loan, 1.99%, Maturing June 23, 2013		762,065
	2,635	Term Loan, 2.04%, Maturing June 23, 2013		2,431,088
National Bedding Co., LLC
	1,834	Term Loan, 2.28%, Maturing August 31, 2011		1,673,892
Oreck Corp.
	1,239	Term Loan, 0.00%, Maturing February 2, 2012(5)(7)		444,835
Simmons Co.
	8,778	Term Loan, 10.50%, Maturing December 19, 2011		8,706,398
	2,181	Term Loan, 7.35%, Maturing February 15, 2012(2)		65,419
			$	15,102,564
Industrial Equipment — 2.8%
CEVA Group PLC U.S.
	3,433	Term Loan, 3.24%, Maturing January 4, 2014	$	2,897,878
	413	Term Loan, 3.28%, Maturing January 4, 2014		343,610
EUR	259	Term Loan, 3.43%, Maturing January 4, 2014		317,171
EUR	440	Term Loan, 3.43%, Maturing January 4, 2014		538,593
EUR	541	Term Loan, 3.43%, Maturing January 4, 2014		661,934
EUR	435	Term Loan, 3.74%, Maturing January 4, 2014		532,953
EPD Holdings (Goodyear Engineering Products)
	451	Term Loan, 2.50%, Maturing July 13, 2014		365,300
	3,151	Term Loan, 2.50%, Maturing July 13, 2014		2,550,594
	1,000	Term Loan - Second Lien, 6.00%, Maturing July 13, 2015		610,000
Generac Acquisition Corp.
	1,727	Term Loan, 2.78%, Maturing November 7, 2013		1,565,878
	2,000	Term Loan - Second Lien, 6.28%, Maturing April 7, 2014		1,712,500
Gleason Corp.
	591	Term Loan, 2.09%, Maturing June 30, 2013		576,084
	1,749	Term Loan, 2.09%, Maturing June 30, 2013		1,705,210
Jason, Inc.
	1,325	Term Loan, 5.03%, Maturing April 30, 2010		695,633

See notes to financial statements

25

Senior Debt Portfolioas of October 31, 2009

PORTFOLIO OF INVESTMENTS CONT’D

Principal
Amount*
(000’s omitted)		Borrower/Tranche Description	Value
Industrial Equipment (continued)
John Maneely Co.
	7,220	Term Loan, 3.51%, Maturing December 8, 2013	$	6,633,092
KION Group GmbH
EUR	500	Term Loan, Maturing December 23, 2014(4)		509,559
	1,750	Term Loan, 2.49%, Maturing December 23, 2014		1,205,312
EUR	500	Term Loan, Maturing December 23, 2015(4)		509,559
	1,750	Term Loan, 2.74%, Maturing December 23, 2015		1,205,313
Polypore, Inc.
	8,309	Term Loan, 2.46%, Maturing July 3, 2014		7,779,067
EUR	726	Term Loan, 2.64%, Maturing July 3, 2014		994,012
TFS Acquisition Corp.
	1,936	Term Loan, 14.00%, Maturing August 11, 2013(2)		1,292,225
			$	35,201,477
Insurance — 2.7%
Alliant Holdings I, Inc.
	5,000	Term Loan, 0.50%, Maturing August 21, 2012(3)	$	4,350,000
Applied Systems, Inc.
	1,915	Term Loan, 2.74%, Maturing September 26, 2013		1,820,235
CCC Information Services Group, Inc.
	3,954	Term Loan, 2.50%, Maturing February 10, 2013		3,840,538
Conseco, Inc.
	9,345	Term Loan, 6.50%, Maturing October 10, 2013		8,465,150
Crump Group, Inc.
	2,416	Term Loan, 3.25%, Maturing August 4, 2014		2,186,536
Getty Images, Inc.
	3,705	Term Loan, 6.25%, Maturing July 2, 2015		3,731,050
Hub International Holdings, Inc.
	863	Term Loan, 2.74%, Maturing June 13, 2014		761,502
	3,841	Term Loan, 2.74%, Maturing June 13, 2014		3,387,871
	1,350	Term Loan, Maturing June 30, 2014(4)		1,323,000
U.S.I. Holdings Corp.
	4,702	Term Loan, 3.04%, Maturing May 4, 2014		4,094,991
			$	33,960,873
Leisure Goods / Activities / Movies — 6.3%
24 Hour Fitness Worldwide, Inc.
	1,740	Term Loan, 2.77%, Maturing June 8, 2012	$	1,630,161
AMC Entertainment, Inc.
	5,000	Term Loan, 1.74%, Maturing January 26, 2013		4,733,995
Bombardier Recreational Products
	5,651	Term Loan, 3.00%, Maturing June 28, 2013		3,969,570
Carmike Cinemas, Inc.
	1,955	Term Loan, 3.54%, Maturing May 19, 2012		1,897,567
	2,153	Term Loan, 4.24%, Maturing May 19, 2012		2,090,234
Cedar Fair, L.P.
	1,013	Term Loan, 2.24%, Maturing August 30, 2012		975,869
	3,674	Term Loan, 4.24%, Maturing February 17, 2014		3,563,302
Cinemark, Inc.
	9,294	Term Loan, 2.07%, Maturing October 5, 2013		8,839,656
Deluxe Entertainment Services
	1,627	Term Loan, 2.51%, Maturing January 28, 2011		1,520,851
	96	Term Loan, 2.53%, Maturing January 28, 2011		90,187
	168	Term Loan, 2.53%, Maturing January 28, 2011		156,628
DW Funding, LLC
	1,304	Term Loan, 2.17%, Maturing April 30, 2011		1,140,677
Easton-Bell Sports, Inc.
	2,556	Term Loan, 2.04%, Maturing March 16, 2012		2,424,730
Fender Musical Instruments Corp.
	309	Term Loan, 2.54%, Maturing June 9, 2014		264,537
	613	Term Loan, 2.54%, Maturing June 9, 2014		523,717
Metro-Goldwyn-Mayer Holdings, Inc.
	12,774	Term Loan, 0.00%, Maturing April 8, 2012(5)		7,351,667
National CineMedia, LLC
	2,700	Term Loan, 2.05%, Maturing February 13, 2015		2,526,187
Regal Cinemas Corp.
	7,994	Term Loan, 4.03%, Maturing November 10, 2010		7,940,532
Revolution Studios Distribution Co., LLC
	3,530	Term Loan, 4.00%, Maturing December 21, 2014		3,212,298
	2,825	Term Loan - Second Lien, 7.25%, Maturing June 21, 2015		1,624,375
Six Flags Theme Parks, Inc.
	5,159	Term Loan, 2.50%, Maturing April 30, 2015		5,060,059
Southwest Sports Group, LLC
	3,725	Term Loan, 6.75%, Maturing December 22, 2010		3,129,000
Universal City Development Partners, Ltd.
	6,256	Term Loan, 6.00%, Maturing June 9, 2011		6,240,433
	6,075	Term Loan, Maturing November 6, 2014(4)		5,983,875
Zuffa, LLC
	2,987	Term Loan, 2.31%, Maturing June 20, 2016		2,696,012
			$	79,586,119
Lodging and Casinos — 3.8%
Ameristar Casinos, Inc.
	3,489	Term Loan, 3.53%, Maturing November 10, 2012	$	3,468,711
Choctaw Resort Development Enterprise
	895	Term Loan, 4.00%, Maturing November 4, 2011		890,371
Full Moon Holdco 3, Ltd.
GBP	500	Term Loan, 3.86%, Maturing November 20, 2014		719,414
GBP	500	Term Loan, 4.36%, Maturing November 20, 2015		719,415

See notes to financial statements

26

Senior Debt Portfolioas of October 31, 2009

PORTFOLIO OF INVESTMENTS CONT’D

Principal
Amount*
(000’s omitted)		Borrower/Tranche Description	Value
Lodging and Casinos (continued)
Green Valley Ranch Gaming, LLC
	1,619	Term Loan, 2.29%, Maturing February 16, 2014	$	1,143,523
Harrah’s Operating Co.
	1,622	Term Loan, 3.28%, Maturing January 28, 2015		1,294,332
	1,000	Term Loan, 9.50%, Maturing October 31, 2016		979,722
Herbst Gaming, Inc.
	2,438	Term Loan, 0.00%, Maturing December 2, 2011(5)		1,355,375
	4,529	Term Loan, 0.00%, Maturing December 2, 2011(5)		2,517,425
Isle of Capri Casinos, Inc.
	1,281	Term Loan, 1.99%, Maturing November 30, 2013		1,205,704
	1,699	Term Loan, 1.99%, Maturing November 30, 2013		1,599,394
	4,247	Term Loan, 2.03%, Maturing November 30, 2013		3,998,486
LodgeNet Entertainment Corp.
	4,344	Term Loan, 2.29%, Maturing April 4, 2014		3,989,547
New World Gaming Partners, Ltd.
	667	Term Loan, 2.79%, Maturing June 30, 2014		553,173
	3,295	Term Loan, 2.79%, Maturing June 30, 2014		2,731,120
Penn National Gaming, Inc.
	8,919	Term Loan, 2.01%, Maturing October 3, 2012		8,644,060
Venetian Casino Resort/Las Vegas Sands, Inc.
	2,824	Term Loan, 2.04%, Maturing May 14, 2014		2,305,294
	11,183	Term Loan, 2.04%, Maturing May 23, 2014		9,127,797
Wimar OpCo, LLC
	2,152	Term Loan, 0.00%, Maturing January 3, 2012(5)		687,607
			$	47,930,470
Nonferrous Metals / Minerals — 1.0%
Euramax International, Inc.
EUR	707	Term Loan, 10.00%, Maturing June 29, 2013	$	629,383
	1,079	Term Loan, 10.00%, Maturing June 29, 2013		652,545
EUR	702	Term Loan, 14.00%, Maturing June 29, 2013(2)		624,824
	1,059	Term Loan, 14.00%, Maturing June 29, 2013(2)		640,543
Noranda Aluminum Acquisition
	1,144	Term Loan, 2.24%, Maturing May 18, 2014		929,293
Novelis, Inc.
	1,931	Term Loan, 2.25%, Maturing June 28, 2014		1,743,399
	4,247	Term Loan, 2.27%, Maturing June 28, 2014		3,835,590
Oxbow Carbon and Mineral Holdings
	3,921	Term Loan, 2.27%, Maturing May 8, 2014		3,730,288
	374	Term Loan, 2.28%, Maturing May 8, 2014		355,821
			$	13,141,686
Oil and Gas — 2.5%
Atlas Pipeline Partners, L.P.
	2,207	Term Loan, 6.75%, Maturing July 20, 2014	$	2,170,958
Big West Oil, LLC
	1,054	Term Loan, 4.50%, Maturing May 1, 2014		1,021,945
	1,324	Term Loan, 4.50%, Maturing May 1, 2014		1,284,730
Dresser, Inc.
	4,714	Term Loan, 2.68%, Maturing May 4, 2014		4,420,251
Dynegy Holdings, Inc.
	1,050	Term Loan, 4.00%, Maturing April 2, 2013		1,011,653
	8,083	Term Loan, 4.00%, Maturing April 2, 2013		7,785,695
Energy Transfer Equity, L.P.
	2,825	Term Loan, 2.21%, Maturing February 8, 2012		2,739,242
Enterprise GP Holdings, L.P.
	3,292	Term Loan, 2.52%, Maturing October 31, 2014		3,184,768
Hercules Offshore, Inc.
	4,962	Term Loan, 8.50%, Maturing July 6, 2013		4,793,329
Precision Drilling Corp.
	1,000	Term Loan, 4.58%, Maturing December 23, 2013		985,000
Targa Resources, Inc.
	478	Term Loan, 2.24%, Maturing October 31, 2012		470,897
	265	Term Loan, 2.28%, Maturing October 31, 2012		260,926
Volnay Acquisition Co.
	1,989	Term Loan, 3.92%, Maturing January 12, 2014		1,967,075
			$	32,096,469
Publishing — 8.4%
American Media Operations, Inc.
	13,750	Term Loan, 10.00%, Maturing January 31, 2013(2)	$	12,487,145
Aster Zweite Beteiligungs GmbH
	2,475	Term Loan, 2.89%, Maturing September 27, 2013		2,148,300
Black Press US Partnership
	620	Term Loan, 2.37%, Maturing August 2, 2013		406,123
	1,021	Term Loan, 2.37%, Maturing August 2, 2013		668,908
CanWest MediaWorks, Ltd.
	2,653	Term Loan, 4.75%, Maturing July 10, 2014		2,135,464
Dex Media West, LLC
	602	Term Loan, 7.00%, Maturing October 24, 2014		532,206
GateHouse Media Operating, Inc.
	2,062	Term Loan, 2.25%, Maturing August 28, 2014		802,445
	4,838	Term Loan, 2.25%, Maturing August 28, 2014		1,882,807
	4,225	Term Loan, 2.50%, Maturing August 28, 2014		1,644,231
Idearc, Inc.
	18,830	Term Loan, 0.00%, Maturing November 17, 2014(5)		8,611,543
Laureate Education, Inc.
	648	Term Loan, 3.53%, Maturing August 17, 2014		590,479
	4,327	Term Loan, 3.53%, Maturing August 17, 2014		3,943,946
	1,000	Term Loan, 7.00%, Maturing August 31, 2014		1,000,000

See notes to financial statements

27

Senior Debt Portfolioas of October 31, 2009

PORTFOLIO OF INVESTMENTS CONT’D

Principal
Amount*
(000’s omitted)		Borrower/Tranche Description	Value
Publishing (continued)
MediaNews Group, Inc.
	2,164	Term Loan, 4.74%, Maturing August 25, 2010	$	669,357
	2,181	Term Loan, 4.74%, Maturing August 2, 2013		674,778
Mediannuaire Holding
EUR	468	Term Loan, 3.03%, Maturing October 10, 2014		497,555
EUR	468	Term Loan, 3.53%, Maturing October 10, 2015		497,417
Merrill Communications, LLC
	5,366	Term Loan, 8.50%, Maturing December 24, 2012		4,259,289
Nelson Education, Ltd.
	1,519	Term Loan, 2.78%, Maturing July 5, 2014		1,336,720
Newspaper Holdings, Inc.
	7,911	Term Loan, 1.81%, Maturing July 24, 2014		4,350,832
Nielsen Finance, LLC
	9,994	Term Loan, 2.24%, Maturing August 9, 2013		9,327,517
	4,731	Term Loan, 3.99%, Maturing May 1, 2016		4,450,971
Penton Media, Inc.
	1,755	Term Loan, 2.54%, Maturing February 1, 2013		1,205,101
Philadelphia Newspapers, LLC
	2,171	Term Loan, 0.00%, Maturing June 29, 2013(5)		499,430
Reader’s Digest Association, Inc. (The)
	2,834	DIP Loan, 13.50%, Maturing August 21, 2010		2,952,318
	4,029	Revolving Loan, 4.54%, Maturing March 3, 2014		1,980,213
	16,225	Term Loan, 4.25%, Maturing March 3, 2014		7,974,602
	1,449	Term Loan, 7.00%, Maturing March 3, 2014		711,979
Source Interlink Companies, Inc.
	916	Term Loan, 10.75%, Maturing June 18, 2013		755,667
	478	Term Loan, 15.00%, Maturing June 18, 2013(2)		167,240
Source Media, Inc.
	1,995	Term Loan, 5.29%, Maturing November 8, 2011		1,655,961
Star Tribune Co. (The)
	251	Term Loan, 8.00%, Maturing September 28, 2014(7)		199,485
	167	Term Loan, 11.00%, Maturing September 28, 2014(7)		116,429
Trader Media Corp.
GBP	4,344	Term Loan, 2.64%, Maturing March 23, 2015		6,104,059
Tribune Co.
	2,984	Term Loan, 0.00%, Maturing April 10, 2010(5)		1,390,152
	1,943	Term Loan, 0.00%, Maturing May 17, 2014(5)		920,690
	7,950	Term Loan, 0.00%, Maturing May 17, 2014(5)		3,591,879
Xsys, Inc.
	3,796	Term Loan, 2.89%, Maturing September 27, 2013		3,294,725
	3,877	Term Loan, 2.89%, Maturing September 27, 2014		3,365,316
EUR	1,516	Term Loan, 3.27%, Maturing September 27, 2014		1,941,470
	1,290	Term Loan - Second Lien, 5.18%, Maturing September 27, 2015		743,958
Yell Group, PLC
	4,850	Term Loan, 3.28%, Maturing February 10, 2013		3,492,000
			$	105,980,707
Radio and Television — 7.0%
Block Communications, Inc.
	1,778	Term Loan, 2.28%, Maturing December 22, 2011	$	1,644,843
Citadel Broadcasting Corp.
	11,850	Term Loan, 2.04%, Maturing June 12, 2014		8,161,688
CMP Susquehanna Corp.
	3,909	Term Loan, 2.25%, Maturing May 5, 2013		2,899,152
Discovery Communications, Inc.
	1,967	Term Loan, 2.28%, Maturing April 30, 2014		1,913,306
Emmis Operating Co.
	3,160	Term Loan, 4.28%, Maturing November 2, 2013		2,430,852
Gray Television, Inc.
	3,398	Term Loan, 3.79%, Maturing January 19, 2015		2,929,034
Intelsat Corp.
	6,165	Term Loan, 2.75%, Maturing January 3, 2014		5,838,380
	6,165	Term Loan, 2.75%, Maturing January 3, 2014		5,838,380
	6,167	Term Loan, 2.75%, Maturing January 3, 2014		5,840,163
Ion Media Networks, Inc.
	1,102	DIP Loan, 10.17%, Maturing May 29, 2010(3)(7)		1,734,113
	8,300	Term Loan, 0.00%, Maturing January 15, 2012(5)		2,102,664
LBI Media, Inc.
	1,930	Term Loan, 1.74%, Maturing March 31, 2012		1,611,550
NEP II, Inc.
	2,121	Term Loan, 2.53%, Maturing February 16, 2014		1,961,547
Nexstar Broadcasting, Inc.
	4,456	Term Loan, 5.00%, Maturing October 1, 2012		3,999,585
	4,214	Term Loan, 5.01%, Maturing October 1, 2012		3,781,888
Raycom TV Broadcasting, LLC
	7,850	Term Loan, 1.75%, Maturing June 25, 2014		6,515,500
SFX Entertainment
	3,411	Term Loan, 3.51%, Maturing June 21, 2013		3,155,005
Spanish Broadcasting System, Inc.
	6,064	Term Loan, 2.04%, Maturing June 10, 2012		5,033,328
Univision Communications, Inc.
	22,650	Term Loan, 2.53%, Maturing September 29, 2014		18,314,133
Young Broadcasting, Inc.
	3,508	Term Loan, 0.00%, Maturing November 3, 2012(5)		2,288,823
			$	87,993,934

See notes to financial statements

28

Senior Debt Portfolioas of October 31, 2009

PORTFOLIO OF INVESTMENTS CONT’D

Principal
Amount*
(000’s omitted)		Borrower/Tranche Description	Value
Rail Industries — 0.4%
Kansas City Southern Railway Co.
	5,108	Term Loan, 2.05%, Maturing April 26, 2013	$	4,852,605
			$	4,852,605
Retailers (Except Food and Drug) — 2.7%
American Achievement Corp.
	642	Term Loan, 6.26%, Maturing March 25, 2011	$	577,819
Amscan Holdings, Inc.
	1,560	Term Loan, 2.65%, Maturing May 25, 2013		1,416,999
Cumberland Farms, Inc.
	4,107	Term Loan, 2.26%, Maturing September 29, 2013		3,757,669
Harbor Freight Tools USA, Inc.
	3,363	Term Loan, 9.75%, Maturing July 15, 2010		3,375,385
Josten’s Corp.
	2,393	Term Loan, 2.32%, Maturing October 4, 2011		2,372,649
Mapco Express, Inc.
	471	Term Loan, 5.75%, Maturing April 28, 2011		435,508
Neiman Marcus Group, Inc.
	2,984	Term Loan, 2.29%, Maturing April 5, 2013		2,566,743
Orbitz Worldwide, Inc.
	3,847	Term Loan, 3.28%, Maturing July 25, 2014		3,416,173
Oriental Trading Co., Inc.
	6,547	Term Loan, 9.75%, Maturing July 31, 2013		5,441,997
	1,000	Term Loan - Second Lien, 6.24%, Maturing January 31, 2013		242,500
Rent-A-Center, Inc.
	2,333	Term Loan, 2.00%, Maturing November 15, 2012		2,286,790
Rover Acquisition Corp.
	2,925	Term Loan, 2.52%, Maturing October 26, 2013		2,820,007
Savers, Inc.
	1,019	Term Loan, 3.00%, Maturing August 11, 2012		983,565
	1,115	Term Loan, 3.00%, Maturing August 11, 2012		1,076,179
Yankee Candle Company, Inc. (The)
	4,208	Term Loan, 2.25%, Maturing February 6, 2014		3,939,750
			$	34,709,733
Steel — 0.2%
Algoma Acquisition Corp.
	2,649	Term Loan, 8.00%, Maturing June 20, 2013	$	2,500,890
			$	2,500,890
Surface Transport — 0.4%
Oshkosh Truck Corp.
	2,591	Term Loan, 6.32%, Maturing December 6, 2013	$	2,592,714
Swift Transportation Co., Inc.
	2,317	Term Loan, 3.56%, Maturing May 10, 2014		2,001,615
			$	4,594,329
Telecommunications — 4.0%
Alaska Communications Systems Holdings, Inc.
	5,569	Term Loan, 2.03%, Maturing February 1, 2012	$	5,336,477
Asurion Corp.
	8,525	Term Loan, 3.24%, Maturing July 13, 2012		8,107,036
	2,000	Term Loan - Second Lien, 6.74%, Maturing January 13, 2013		1,904,376
BCM Luxembourg, Ltd.
EUR	2,000	Term Loan - Second Lien, Maturing March 31, 2016(4)		2,422,967
Cellular South, Inc.
	3,354	Term Loan, 2.04%, Maturing May 29, 2014		3,219,885
	1,141	Term Loan, 2.04%, Maturing May 29, 2014		1,095,255
Centennial Cellular Operating Co., LLC
	8,299	Term Loan, 2.24%, Maturing February 9, 2011		8,264,622
CommScope, Inc.
	2,661	Term Loan, 2.78%, Maturing November 19, 2014		2,579,708
Intelsat Subsidiary Holding Co.
	2,667	Term Loan, 2.75%, Maturing July 3, 2013		2,566,884
IPC Systems, Inc.
	3,336	Term Loan, 2.52%, Maturing May 31, 2014		2,852,195
GBP	218	Term Loan, 2.80%, Maturing May 31, 2014		258,143
Macquarie UK Broadcast Ventures, Ltd.
GBP	2,508	Term Loan, 2.51%, Maturing December 26, 2014		3,560,837
NTelos, Inc.
	2,000	Term Loan, 5.75%, Maturing August 13, 2015		2,014,166
Palm, Inc.
	2,279	Term Loan, 3.79%, Maturing April 24, 2014		2,020,271
Stratos Global Corp.
	2,596	Term Loan, 2.78%, Maturing February 13, 2012		2,556,805
Telesat Canada, Inc.
	1,964	Term Loan, 3.25%, Maturing October 22, 2014		1,889,446
			$	50,649,073
Utilities — 3.6%
AEI Finance Holding, LLC
	738	Revolving Loan, 3.24%, Maturing March 30, 2012	$	684,785
	5,001	Term Loan, 3.28%, Maturing March 30, 2014		4,638,832
BRSP, LLC
	1,500	Term Loan, 7.50%, Maturing June 24, 2014		1,410,000

See notes to financial statements

29

Senior Debt Portfolioas of October 31, 2009

PORTFOLIO OF INVESTMENTS CONT’D

Principal
Amount*
(000’s omitted)		Borrower/Tranche Description	Value
Utilities (continued)
Calpine Corp.
	10,962	DIP Loan, 3.17%, Maturing March 29, 2014	$	10,107,309
Covanta Energy Corp.
	1,979	Term Loan, 1.75%, Maturing February 9, 2014		1,885,470
	1,000	Term Loan, 1.79%, Maturing February 9, 2014		952,032
Electricinvest Holding Co.
GBP	600	Term Loan, 5.02%, Maturing October 24, 2012		787,800
EUR	596	Term Loan - Second Lien, 4.93%, Maturing October 24, 2012		701,412
NRG Energy, Inc.
	6,885	Term Loan, 2.02%, Maturing June 1, 2014		6,494,404
	4,706	Term Loan, 2.03%, Maturing June 1, 2014		4,439,385
TXU Texas Competitive Electric Holdings Co., LLC
	997	Term Loan, 3.74%, Maturing October 10, 2014		777,599
	2,465	Term Loan, 3.74%, Maturing October 10, 2014		1,898,137
	10,417	Term Loan, 3.74%, Maturing October 10, 2014		8,097,572
Vulcan Energy Corp.
	2,185	Term Loan, 5.50%, Maturing December 31, 2015		2,208,394
			$	45,083,131
Total Senior Floating-Rate Interests
(identified cost $1,796,306,966)			$	1,628,986,161
Corporate Bonds & Notes — 1.0%
Principal
Amount*
(000’s omitted)		Security	Value
Building and Development — 0.6%
Grohe Holding GmbH, Variable Rate
EUR	6,500	3.617%, 1/15/14(8)	$	7,939,556
			$	7,939,556
Chemicals and Plastics — 0.0%
Wellman Holdings, Inc., Sr. Sub. Notes
	679	5.00%, 1/29/19(7)	$	249,872
			$	249,872
Ecological Services and Equipment — 0.0%
Environmental Systems Product Holdings, Inc., Junior Notes
	75	18.00%, 3/31/15(2)(7)	$	59,608
			$	59,608
Electronics / Electrical — 0.2%
NXP BV/NXP Funding, LLC, Variable Rate
	2,300	3.034%, 10/15/13	$	1,745,125
			$	1,745,125
Telecommunications — 0.2%
Qwest Corp., Sr. Notes, Variable Rate
	3,150	3.549%, 6/15/13	$	2,945,250
			$	2,945,250
Total Corporate Bonds & Notes
(identified cost $14,148,320)			$	12,939,411
Asset-Backed Securities — 0.2%
Principal
Amount
(000’s omitted)		Security	Value
$	1,598	Assemblies of God Financial Real Estate, Series 2004-1A, Class A, 6.90%, 6/15/29(9)(10)	$	1,538,553
	1,000	Carlyle High Yield Partners, Series 2004-6A, Class C, 2.911%, 8/11/16(9)(10)		426,200
Total Asset-Backed Securities
(identified cost $2,597,999)			$	1,964,753
Common Stocks — 0.2%
Shares		Security	Value
Automotive — 0.0%
	133,410	Hayes Lemmerz International, Inc.(11)	$	4,789
			$	4,789
Building and Development — 0.1%
	4,587	Lafarge Roofing(7)(11)	$	0
EUR	154,985	Sanitec Europe Oy B Units(7)(11)		212,118
EUR	154,985	Sanitec Europe Oy E Units (7)(11)		0
	1,646	United Subcontractors, Inc.(7)(11)		132,696
	7,595	WCI Communities, Inc.(11)		531,667
			$	876,481

See notes to financial statements

30

Senior Debt Portfolioas of October 31, 2009

PORTFOLIO OF INVESTMENTS CONT’D

Shares		Security	Value
Chemicals and Plastics — 0.0%
	3,877	Vita Cayman II, Ltd.	$	165,462
	662	Wellman Holdings, Inc.(7)(11)		237,718
			$	403,180
Ecological Services and Equipment — 0.0%
	1,242	Environmental Systems Products Holdings, Inc.(7)(11)(12)	$	17,301
			$	17,301
Food Service — 0.1%
	66,567	Buffets, Inc.(11)	$	432,686
			$	432,686
Investment Services — 0.0%
	20,048	Safelite Realty Corp.(7)(12)	$	0
			$	0
Publishing — 0.0%
	2,290	Source Interlink Companies, Inc.(7)(11)	$	16,488
	6,089	Star Tribune Co. (The)(7)(11)		0
			$	16,488
Total Common Stocks
(identified cost $2,761,888)			$	1,750,925
Preferred Stocks — 0.0%
Shares		Security	Value
Automotive — 0.0%
	445	Hayes Lemmerz International, Inc., Series A, Convertible(11)(12)	$	116
			$	116
Chemicals and Plastics — 0.0%
	217	Key Plastics, LLC, Series A(7)(11)(12)	$	0
			$	0
Ecological Services and Equipment — 0.0%
	569	Environmental Systems Products Holdings, Inc., Series A(7)(11)(12)	$	45,520
			$	45,520
Total Preferred Stocks
(identified cost $249,639)			$	45,636
Warrants — 0.0%
Shares		Security	Value
Commercial Services — 0.0%
	4,437	Citation A14 Expires 4/6/12(7)(11)	$	0
	6,545	Citation B18 Expires 4/6/12(7)(11)		0
			$	0
Diversified Manufacturing — 0.0%
	940	Genetek, Inc., Class C Expires 10/31/10(11)(12)	$	47,752
			$	47,752
Total Warrants (identified cost $0)			$	47,752

See notes to financial statements

31

Senior Debt Portfolioas of October 31, 2009

PORTFOLIO OF INVESTMENTS CONT’D

Short-Term Investments — 2.0%
Interest/
Principal
Amount
(000’s omitted)		Description	Value
$	21,898	Cash Management Portfolio, 0.00%(13)	$	21,898,256
	3,803	State Street Bank and Trust Euro Time Deposit, 0.01%, 11/1/09		3,803,057
Total Short-Term Investments
(identified cost $25,701,313)			$	25,701,313
Total Investments — 132.3%
(identified cost $1,841,766,125)			$	1,671,435,951
Less Unfunded Loan Commitments — (1.4)%			$	(17,156,582	)
Net Investments — 130.9%
(identified cost $1,824,609,543)			$	1,654,279,369
Other Assets, Less Liabilities — (30.9)%			$	(390,751,232	)
Net Assets — 100.0%			$	1,263,528,137

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

DIP - Debtor in Possession

REIT - Real Estate Investment Trust

EUR - Euro

GBP - British Pound Sterling

*	In U.S. dollars unless otherwise indicated.
(1)	Senior floating-rate interests (Senior Loans) often require prepayments from excess cash flows or permit the borrowers to repay at their election. The degree to which borrowers repay, whether as a contractual requirement or at their election, cannot be predicted with accuracy. As a result, the actual remaining maturity may be substantially less than the stated maturities shown. However, Senior Loans will have an expected average life of approximately two to four years. The stated interest rate represents the weighted average interest rate of all contracts within the senior loan facility and includes commitment fees on unfunded loan commitments, if any. Senior Loans typically have rates of interest which are redetermined either daily, monthly, quarterly or semi-annually by reference to a base lending rate, plus a premium. These base rates are primarily the London Interbank Offered Rate (“LIBOR”) and secondarily, the prime rate offered by one or more major United States banks (the “Prime Rate”) and the certificate of deposit (“CD”) rate or other base lending rates used by commercial lenders.
(2)	Represents a payment-in-kind security which may pay all or a portion of interest in additional par.

(3)	Unfunded or partially unfunded loan commitments. See Note 1G for description.
(4)	This Senior Loan will settle after October 31, 2009, at which time the interest rate will be determined.
(5)	Currently the issuer is in default with respect to interest payments.
(6)	Defaulted matured security.
(7)	Security valued at fair value using methods determined in good faith by or at the direction of the Trustees.
(8)	Security exempt from registration under Regulation S of the Securities Act of 1933, which exempts from registration securities offered and sold outside the United States. Security may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933.
(9)	Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be sold in transactions exempt from registration, normally to qualified institutional buyers. At October 31, 2009, the aggregate value of these securities is $1,964,753 or 0.2% of the Portfolio’s net assets.
(10)	Variable rate security. The stated interest rate represents the rate in effect at October 31, 2009.
(11)	Non-income producing security.
(12)	Restricted security (see Note 5).
(13)	Affiliated investment company available to Eaton Vance portfolios and funds which invests in high quality, U.S. dollar denominated money market instruments. The rate shown is the annualized seven-day yield as of October 31, 2009.

See notes to financial statements

32

Senior Debt Portfolioas of October 31, 2009

FINANCIAL STATEMENTS

Statement of Assets and Liabilities

As of October 31, 2009
Assets
Unaffiliated investments, at value (identified cost, $1,802,711,287)	$	1,632,381,113
Affiliated investment, at value (identified cost, $21,898,256)		21,898,256
Cash		66,737
Foreign currency, at value (identified cost, $10,025,086)		9,989,534
Interest receivable		6,450,443
Receivable for investments sold		13,251,881
Receivable for open forward foreign currency exchange contracts		447,868
Prepaid expenses		1,172,889
Other assets		20,422
Total assets	$	1,685,679,143
Liabilities
Notes payable	$	365,000,000
Payable for investments purchased		55,387,220
Payable for open forward foreign currency exchange contracts		194,259
Payable to affiliates:
Investment adviser fee		658,432
Trustees’ fees		4,208
Accrued expenses		906,887
Total liabilities	$	422,151,006
Net Assets applicable to investors’ interest in Portfolio	$	1,263,528,137
Sources of Net Assets
Net proceeds from capital contributions and withdrawals	$	1,433,149,630
Net unrealized depreciation		(169,621,493	)
Net Assets	$	1,263,528,137

Statement of Operations

For the Year Ended
October 31, 2009
Investment Income
Interest	$	87,263,069
Interest income allocated from affiliated investment		123,081
Expenses allocated from affiliated investment		(73,586	)
Total investment income	$	87,312,564
Expenses
Investment adviser fee	$	6,762,214
Trustees’ fees and expenses		50,708
Custodian fee		737,885
Legal and accounting services		535,449
Interest expense and fees		14,267,577
Miscellaneous		98,430
Total expenses	$	22,452,263
Deduct —
Reduction of custodian fee	$	5,091
Total expense reductions	$	5,091
Net expenses	$	22,447,172
Net investment income	$	64,865,392
Realized and Unrealized Gain (Loss)
Net realized gain (loss) —
Investment transactions	$	(124,832,232	)
Foreign currency and forward foreign currency exchange contract transactions		(14,341,382	)
Net realized loss	$	(139,173,614	)
Change in unrealized appreciation (depreciation) —
Investments	$	434,266,265
Foreign currency and forward foreign currency exchange contracts		(2,349,086	)
Net change in unrealized appreciation (depreciation)	$	431,917,179
Net realized and unrealized gain	$	292,743,565
Net increase in net assets from operations	$	357,608,957

See notes to financial statements

33

Senior Debt Portfolioas of October 31, 2009

FINANCIAL STATEMENTS CONT’D

Statements of Changes in Net Assets

Increase (Decrease)	Year Ended			Year Ended
in Net Assets	October 31, 2009			October 31, 2008
From operations —
Net investment income	$	64,865,392		$	128,205,031
Net realized loss from investment transactions, swap contracts, and foreign currency and forward foreign currency exchange contract transactions		(139,173,614	)		(20,751,451	)
Net change in unrealized appreciation (depreciation) from investments, foreign currency and forward foreign currency exchange contracts		431,917,179			(569,535,361	)
Net increase (decrease) in net assets from operations	$	357,608,957		$	(462,081,781	)
Capital transactions —
Contributions	$	39,030,192		$	1,858,796,192
Withdrawals		(252,416,134	)		(2,611,778,134	)
Net decrease from capital transactions	$	(213,385,942	)	$	(752,981,942	)
Net increase (decrease) in net assets	$	144,223,015		$	(1,215,063,723	)
Net Assets
At beginning of year	$	1,119,305,122		$	2,334,368,845
At end of year	$	1,263,528,137		$	1,119,305,122

Statement of Cash Flows

Cash Flows From	Year Ended
Operating Activities	October 31, 2009
Net increase in net assets from operations	$	357,608,957
Adjustments to reconcile net increase in net assets from operations to net cash provided by operating activities:
Investments purchased		(446,051,785	)
Investments sold and principal repayments		554,975,408
Increase in short term investments, net		16,474,272
Net accretion/amortization of premium (discount)		(8,130,714	)
Amorization of structuring and renewal fees		3,079,121
Decrease in interest receivable		6,498,033
Decrease in interest receivable from affiliated investment		23,154
Decrease in receivable for investments sold		11,776,718
Decrease in receivable for open forward foreign currency contracts		2,502,552
Decrease in prepaid expenses		103,208
Increase in other assets		(20,422	)
Increase in payable for investments purchased		51,559,852
Increase in payable for open forward foreign currency contracts		194,259
Decrease in payable for closed swap contracts		(14,664	)
Increase in payable to affiliate for investment adviser fee		59,505
Increase in payable to affiliate for Trustees’ fees		208
Decrease in accrued expenses		(855,616	)
Decrease in unfunded loan commitments		(3,629,002	)
Net change in unrealized (appreciation) depreciation from investments		(434,266,265	)
Net realized (gain) loss from investments		124,832,232
Net cash provided by operating activities	$	236,719,011
Cash Flows From Financing Activities
Proceeds from notes payable	$	160,000,000
Repayments of notes payable		(175,000,000	)
Proceeds from capital contributions		68,927,813
Payments for capital withdrawals		(282,313,755	)
Payment of structuring and renewal fees on notes payable		(4,200,000	)
Net cash used in financing activities	$	(232,585,942	)
Net decrease in cash*	$	4,133,069
Cash at beginning of year(1)	$	5,923,202
Cash at end of year(1)	$	10,056,271
Supplemental disclosure of cash flow information:
Cash paid for interest and fees on borrowings	$	16,298,339

⁽¹⁾ Balance includes foreign currency, at value.

^* Includes net change in unrealized appreciation (depreciation) on foreign currency of $(15,469).

See notes to financial statements

34

Senior Debt Portfolioas of October 31, 2009

FINANCIAL STATEMENTS CONT’D

Supplementary Data

	Year Ended October 31,									Year Ended November 30,
							Period Ended
	2009			2008			October 31, 2007(1)			2006			2005			2004
Ratios/Supplemental Data
Ratios (as a percentage of average daily net assets):
Expenses before custodian fee reduction excluding interest and fees(2)		0.76	%		0.66	%		0.58	%(3)		0.51	%		0.50	%		0.50	%
Interest and fee expense		1.31	%		0.98	%		0.70	%(3)		0.01	%		0.00	%(4)		0.00	%(4)
Total expenses		2.07	%		1.64	%		1.28	%(3)		0.52	%		0.50	%		0.51	%
Net investment income		5.97	%		7.01	%		7.18	%(3)		6.57	%		5.00	%		3.82	%
Portfolio Turnover		32	%		7	%		55	%(5)		51	%		65	%		87	%
Total Return		38.19	%		(26.81	)%		3.89	%(5)		6.88	%		5.27	%		6.15	%
Net assets, end of period (000’s omitted)	$	1,263,528		$	1,119,305		$	2,334,369		$	2,645,798		$	3,054,390		$	3,340,152

(1)	For the eleven months ended October 31, 2007.
(2)	Excludes the effect of custody fee credits, if any, of less than 0.005%.
(3)	Annualized.
(4)	Rounds to less than 0.01%.
(5)	Not annualized.

See notes to financial statements

35

Senior Debt Portfolioas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS

1Significant Accounting Policies

Senior Debt Portfolio (the Portfolio) is a New York trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as a diversified, open-end management investment company. The Portfolio’s investment objective is to provide a high level of current income. The Declaration of Trust permits the Trustees to issue interests in the Portfolio. At October 31, 2009, Eaton Vance Floating-Rate Advantage Fund held a 99.9% interest 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 source of authoritative accounting principles applied in the preparation of the Portfolio’s financial statements is the Financial Accounting Standards Board (FASB) Accounting Standards Codification (the Codification), which superseded existing non-Securities and Exchange Commission accounting and reporting standards for interim and annual reporting periods ending after September 15, 2009. The adoption of the Codification for the current reporting period did not impact the Portfolio’s application of generally accepted accounting principles.

AInvestment Valuation — Interests in senior floating-rate loans (Senior Loans) for which reliable market quotations are readily available are valued generally at the average mean of bid and ask quotations obtained from a third party pricing service. Other Senior Loans are valued at fair value by the investment adviser under procedures approved by the Trustees. In fair valuing a Senior Loan, the investment adviser utilizes one or more of the valuation techniques described in (i) through (iii) below to assess the likelihood that the borrower will make a full repayment of the loan underlying such Senior Loan relative to yields on other Senior Loans issued by companies of comparable credit quality. If the investment adviser believes that there is a reasonable likelihood of full repayment, the investment adviser will determine fair value using a matrix pricing approach that considers the yield on the Senior Loan. If the investment adviser believes there is not a reasonable likelihood of full repayment, the investment adviser will determine fair value using analyses that include, but are not limited to: (i) a comparison of the value of the borrower’s outstanding equity and debt to that of comparable public companies; (ii) a discounted cash flow analysis; or (iii) when the investment adviser believes it is likely that a borrower will be liquidated or sold, an analysis of the terms of such liquidation or sale. In certain cases, the investment adviser will use a combination of analytical methods to determine fair value, such as when only a portion of a borrower’s assets are likely to be sold. In conducting its assessment and analyses for purposes of determining fair value of a Senior Loan, the investment adviser will use its discretion and judgment in considering and appraising relevant factors. Fair value determinations are made by the portfolio managers of the Portfolio based on information available to such managers. The portfolio managers of other funds managed by the investment adviser that invest in Senior Loans may not possess the same information about a Senior Loan borrower as the portfolio managers of the Portfolio. At times, the fair value of a Senior Loan determined by the portfolio managers of other funds managed by the investment adviser that invest in Senior Loans may vary from the fair value of the same Senior Loan determined by the portfolio managers of the Portfolio. The fair value of each Senior Loan is periodically reviewed and approved by the investment adviser’s Valuation Committee and by the Trustees based upon procedures approved by the Trustees. Junior Loans are valued in the same manner as Senior Loans.

Debt obligations (including short-term obligations with a remaining maturity of more than sixty days) will normally be valued on the basis of quotations provided by third party pricing services. The pricing services will use various techniques that consider factors including, but not limited to, reported trades or dealer quotations, prices or yields of securities with similar characteristics, benchmark yields, broker/dealer quotes, 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. 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. Forward foreign currency exchange contracts are generally valued at the mean of the average bid and average asked prices that are reported by currency dealers to a third party pricing service at the valuation time. Such third party pricing service valuations are supplied for specific settlement periods and the Portfolio’s forward foreign currency exchange contracts are valued at an interpolated rate between the closest preceding and subsequent settlement period reported by the third party pricing service. Credit default swaps are normally valued using valuations

36

Senior Debt Portfolioas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

provided by a third party pricing service. The pricing services employ electronic data processing techniques to determine the present value based on credit spread quotations obtained from broker/dealers and expected default recovery rates determined by the pricing service using proprietary models. Foreign securities and currencies are valued in U.S. dollars, based on foreign currency exchange rate quotations supplied by a third party pricing service. The pricing service uses a proprietary model to determine the exchange rate. Inputs to the model include reported trades and implied bid/ask spreads. 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.

The Portfolio may invest in Cash Management Portfolio (Cash Management), an affiliated investment company managed by Boston Management and Research (BMR), a subsidiary of Eaton Vance Management (EVM). Cash Management generally values its investment securities utilizing the amortized cost valuation technique permitted by Rule 2a-7 under the 1940 Act, pursuant to which Cash Management must comply with certain conditions. This technique involves initially valuing a portfolio security at its cost and thereafter assuming a constant amortization to maturity of any discount or premium. If amortized cost is determined not to approximate fair value, Cash Management may value its investment securities in the same manner as debt obligations described above.

BInvestment 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.

CIncome — Interest income is recorded on the basis of interest accrued, adjusted for amortization of premium or accretion of discount. Fees associated with loan amendments are recognized immediately.

DFederal 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 October 31, 2009, the Portfolio had no uncertain tax positions that would require financial statement recognition, de-recognition, or disclosure. Each of the Portfolio’s federal tax returns filed in the 3-year period ended October 31, 2009 remains subject to examination by the Internal Revenue Service.

EExpense 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.

FForeign Currency Translation — Investment valuations, other assets, and liabilities initially expressed in foreign currencies are translated each business day into U.S. dollars based upon current exchange rates. Purchases and sales of foreign investment securities and income and expenses denominated in foreign currencies are translated into U.S. dollars based upon currency exchange rates in effect on the respective dates of such transactions. Recognized gains or losses on investment transactions attributable to changes in foreign currency exchange rates are recorded for financial statement purposes as net realized gains and losses on investments. That portion of unrealized gains and losses on investments that results from fluctuations in foreign currency exchange rates is not separately disclosed.

37

Senior Debt Portfolioas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

GUnfunded Loan Commitments — The Portfolio may enter into certain credit agreements all or a portion of which may be unfunded. The Portfolio is obligated to fund these commitments at the borrower’s discretion. The commitments are disclosed in the accompanying Portfolio of Investments.

HUse 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.

IIndemnifications — 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.

JForward Foreign Currency Exchange Contracts — The Portfolio may enter into forward foreign currency exchange contracts for the purchase or sale of a specific foreign currency at a fixed price on a future date. The Portfolio may enter into forward contracts for hedging purposes as well as non-hedging purposes. The forward foreign currency exchange contracts are adjusted by the daily exchange rate of the underlying currency and any gains or losses are recorded as unrealized until such time as the contracts have been closed or offset by another contract with the same broker for the same settlement date and currency. Risks may arise upon entering these contracts from the potential inability of counterparties to meet the terms of their contracts and from movements in the value of a foreign currency relative to the U.S. dollar.

KCredit Default Swaps — The Portfolio may enter into credit default swap contacts to manage its credit risk, to gain exposure to a credit in which the Portfolio may otherwise invest, or to enhance return. When the Portfolio is the buyer of a credit default swap contract, the Portfolio is entitled to receive the par (or other agreed-upon) value of a referenced debt obligation (or basket of debt obligations) from the counterparty to the contract if a credit event by a third party, such as a U.S. or foreign corporate issuer or sovereign issuer, on the debt obligation occurs. In return, the Portfolio pays the counterparty a periodic stream of payments over the term of the contract provided that no credit event has occurred. If no credit event occurs, the Portfolio would have spent the stream of payments and received no benefits from the contract. When the Portfolio is the seller of a credit default swap contract, it receives the stream of payments, but is obligated to pay to the buyer of the protection an amount up to the notional amount of the swap and in certain instances take delivery of securities of the reference entity upon the occurrence of a credit event, as defined under the terms of that particular swap agreement. Credit events are contract specific but may include bankruptcy, failure to pay, restructuring, obligation acceleration and repudiation/moratorium. If the Portfolio is the seller of protection and a credit event occurs, the maximum potential amount of future payments that the Portfolio could be required to make would be an amount equal to the notional amount of the agreement. This potential amount would be partially offset by any recovery value of the respective referenced obligation, or net amount received from the settlement of a buy protection credit default swap agreement entered into by the Portfolio for the same referenced obligation. As the seller, the Portfolio effectively adds leverage to its portfolio because, in addition to its total net assets, the Portfolio is subject to investment exposure on the notional amount of the swap. The interest fee paid or received on the swap contract, which is based on a specified interest rate on a fixed notional amount, is accrued daily as a component of unrealized appreciation (depreciation) and is recorded as realized gain upon receipt or realized loss upon payment. The Portfolio also records an increase or decrease to unrealized appreciation (depreciation) in an amount equal to the daily valuation. Up-front payments or receipts, if any, are recorded as other assets or other liabilities, respectively, and amortized over the life of the swap contract as realized gains or losses. The Portfolio segregates assets in the form of cash or liquid securities in an amount equal to the notional amount of the credit default swaps of which it is the seller. The Portfolio segregates assets in the form of cash or liquid securities in an amount equal to any unrealized depreciation of the credit default swaps of which it is the buyer, marked to market on a daily basis. These transactions involve certain risks, including the risk that the seller may be unable to fulfill the transaction.

LStatement of Cash Flows — The cash amount shown in the Statement of Cash Flows of the Portfolio is the amount included in the Portfolio’s Statement of Assets

38

Senior Debt Portfolioas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

and Liabilities and represents the cash on hand at its custodian and does not include any short-term investments.

2Investment Adviser Fee and Other Transactions with Affiliates

The investment adviser fee is earned by BMR as compensation for investment advisory services rendered to the Portfolio. Pursuant to the investment advisory agreement and subsequent fee reduction agreements between the Portfolio and BMR, the fee is computed at an annual rate of 0.50% of the Portfolio’s average daily gross assets up to and including $1 billion, 0.45% over $1 billion up to and including $2 billion, and at reduced rates as daily net assets exceed that level, and is payable monthly. The fee reduction cannot be terminated without the consent of the Trustees and shareholders. The portion of the adviser fee payable by Cash Management on the Portfolio’s investment of cash therein is credited against the Portfolio’s investment adviser fee. For the year ended October 31, 2009, the Portfolio’s investment adviser fee totaled $6,831,888 of which $69,674 was allocated from Cash Management and $6,762,214 was paid or accrued directly by the Portfolio. For the year ended October 31, 2009, the Portfolio’s investment adviser fee, including the portion allocated from Cash Management, was 0.63% of the Portfolio’s average daily net assets.

Except for Trustees of the Portfolio who are not members of EVM’s or BMR’s organizations, officers and Trustees receive remuneration for their services to the Portfolio out of the investment adviser fee. Trustees of the Portfolio who are not affiliated with the investment adviser may elect to defer receipt of all or a percentage of their annual fees in accordance with the terms of the Trustees Deferred Compensation Plan. For the year ended October 31, 2009, no significant amounts have been deferred. Certain officers and Trustees of the Portfolio are officers of the above organizations.

3Purchases and Sales of Investments

Purchases and sales of investments, other than short-term obligations and including maturities, paydowns and principal repayments on Senior Loans, aggregated $446,051,785 and $554,986,152, respectively, for the year ended October 31, 2009.

4Federal Income Tax Basis of Investments

The cost and unrealized appreciation (depreciation) of investments of the Portfolio at October 31, 2009, as determined on a federal income tax basis, were as follows:

Aggregate cost	$	1,825,083,895
Gross unrealized appreciation	$	17,119,667
Gross unrealized depreciation		(187,924,193	)
Net unrealized depreciation	$	(170,804,526	)

The net unrealized appreciation on foreign currency at October 31, 2009 on a federal income tax basis was $708,681.

5Restricted Securities

At October 31, 2009, the Portfolio owned the following securities (representing less than 0.1% of net assets) which were restricted as to public resale and not registered under the Securities Act of 1933 (excluding Rule 144A securities). The Portfolio has various registration rights (exercisable under a variety of circumstances) with respect to these securities. The value of these securities is determined based on valuations provided by brokers when available, or if not available, they are valued at fair value using methods determined in good faith by or at the direction of the Trustees.

	Date of
Description	Acquisition		Shares		Cost			Value
Common Stocks
Environmental Systems Products Holdings, Inc.		10/24/00		1,242	$	0	(1)	$	17,301
Safelite Realty Corp.		9/29/00– 11/10/00		20,048		0	(1)		0
					$	0		$	17,301
Preferred Stocks
Environmental Systems Products Holdings, Inc., Series A		10/25/07		569	$	9,958		$	45,520
Hayes Lemmerz International, Series A, Convertible		6/04/03		445		22,250			116
Key Plastics, LLC, Series A		4/26/01		217		217,431			0
					$	249,639		$	45,636
Warrants
Gentek, Inc., Class C, Expires 10/31/10		11/11/03		940	$	0		$	47,752
					$	0		$	47,752
Total Restricted					$	249,639		$	110,689

(1) Less than $0.50.

39

Senior Debt Portfolioas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

6Financial Instruments

The Portfolio may trade in financial instruments with off-balance sheet risk in the normal course of its investing activities. These financial instruments may include forward foreign currency exchange 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.

A summary of obligations under these financial instruments at October 31, 2009 is as follows:

Forward Foreign Currency Exchange Contracts
Sales
			Net Unrealized
			Appreciation
Settlement Date	Deliver	In Exchange For	(Depreciation)
11/30/09	British Pound Sterling 28,520,600	United States Dollar 46,606,938	$	(194,259	)
11/30/09	Euro 78,198,693	United States Dollar 115,503,380		429,244
11/30/09	Euro 745,000	United States Dollar 1,114,937		18,624
			$	253,609

At October 31, 2009, the Portfolio had sufficient cash and/or securities to cover commitments under these contracts.

The Portfolio adopted FASB Statement of Financial Accounting Standards No. 161 (FAS 161), “Disclosures about Derivative Instruments and Hedging Activities”, (currently FASB Accounting Standards Codification (ASC) 815-10), effective May 1, 2009. Such standard requires enhanced disclosures about an entity’s derivative and hedging activities, including qualitative disclosures about the objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of and gains and losses on derivative instruments, and disclosures about credit-risk related contingent features in derivative instruments. The disclosure below includes additional information as a result of implementing FAS 161.

The Portfolio is subject to foreign exchange risk in the normal course of pursuing its investment objective. Because the Portfolio holds foreign currency denominated investments, the value of these investments and related receivables and payables may change due to future changes in foreign currency exchange rates. To hedge against this risk, the Portfolio may enter into forward foreign currency exchange contracts. The Portfolio may also enter into such contracts to hedge currency risk of investments it anticipates purchasing.

The forward foreign currency exchange contracts in which the Portfolio invests are subject to the risk that the counterparty to the contract fails to perform its obligations under the contract. At October 31, 2009, the maximum amount of loss the Fund would incur due to counterparty risk was $447,868, representing the fair value of such derivatives in an asset position.

The fair value of derivative instruments (not considered to be hedging instruments for accounting disclosure purposes) and whose primary underlying risk exposure is foreign exchange risk at October 31, 2009 was as follows:

	Fair Value
Derivative	Asset Derivatives			Liability Derivatives
Forward foreign currency exchange contracts	$	447,868(1	)	$	(194,259	)(2)

(1)	Statement of Assets and Liabilities location: Receivable for open forward foreign currency exchange contracts; Net unrealized depreciation.
(2)	Statement of Assets and Liabilities location: Payable for open forward foreign currency exchange contracts; Net unrealized depreciation.

The effect of derivative instruments (not considered to be hedging instruments for accounting disclosure purposes) on the Statement of Operations and whose primary underlying risk exposure is foreign exchange risk for the six months ended October 31, 2009 was as follows:

				Change in
				Unrealized
	Realized Gain			Appreciation
	(Loss) on			(Depreciation) on
	Derivatives			Derivatives
	Recognized in			Recognized in
Derivative	Income			Income
Forward foreign currency exchange contracts	$	(15,215,632	)(1)	$	1,314,528(2	)

(1)	Statement of Operations location: Net realized gain (loss) – Foreign currency and forward foreign currency exchange contract transactions.
(2)	Statement of Operations location: Change in unrealized appreciation (depreciation) – Foreign currency and forward foreign currency exchange contracts.

The average notional amount of forward foreign currency exchange contracts outstanding during the six months ended October 31, 2009, which is indicative of the volume of this derivative type, was approximately $143,501,000.

7Revolving Credit and Security Agreement

The Portfolio has entered into a Revolving Credit Agreement, as amended (the Agreement) with conduit lenders and a bank that allows it to borrow up to

40

Senior Debt Portfolioas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

$400 million ($600 million prior to February 12, 2009 and $800 million prior to December 29, 2008) and to invest the borrowings in accordance with its investment practices. Borrowings under the Agreement are secured by the assets of the Portfolio. Interest is charged at a rate above the conduits’ commercial paper issuance rate and is payable monthly. Under the terms of the Agreement, the Portfolio also pays a program fee of 0.75% (1.50% prior to September 8, 2009 and 0.325% prior to February 12, 2009) per annum on its outstanding borrowings to administer the facility and a commitment fee of 0.50% (1.25% prior to September 8, 2009, 1.50% prior to April 28, 2009 and 0.175% prior to February 12, 2009) per annum on the amount of the facility. Program and commitment fees for the year ended October 31, 2009 totaled $7,188,822 and are included in interest expense in the Statement of Operations. The Portfolio also paid a renewal fee of $4 million which is being amortized to interest expense over one year through February 10, 2010, the expiration date of the Agreement. The unamortized balance at October 31, 2009 is approximately $1,121,000 and is included in prepaid expenses on the Statement of Assets and Liabilities. In connection with the structuring of the Agreement, the Portfolio is obligated to pay a fee of $1 million in quarterly installments of $50,000 through February 2012, of which $450,000 remains outstanding at October 31, 2009. The entire unpaid balance is payable on termination date if the Agreement is terminated by the Portfolio within the first five years and eliminated if the Agreement is terminated by the lenders at their discretion except for an event of default by the Portfolio. At October 31, 2009, the Portfolio had borrowings outstanding under the Agreement of $365,000,000 at an interest rate of 0.38%. The carrying amount of the borrowings at October 31, 2009 approximated fair value. For the year ended October 31, 2009, the average borrowings under the Agreement and the average interest rate were $325,027,397 and 1.23%, respectively.

8Risks Associated with Foreign Investments

Investing in securities issued by companies whose principal business activities are outside the United States may involve significant risks not present in domestic investments. For example, there is generally less publicly available information about foreign companies, particularly those not subject to the disclosure and reporting requirements of the U.S. securities laws. Certain foreign issuers are generally not bound by uniform accounting, auditing, and financial reporting requirements and standards of practice comparable to those applicable to domestic issuers. Investments in foreign securities also involve the risk of possible adverse changes in investment or exchange control regulations, expropriation or confiscatory taxation, limitation on the removal of funds or other assets of the Portfolio, political or financial instability or diplomatic and other developments which could affect such investments. Foreign securities markets, while growing in volume and sophistication, are generally not as developed as those in the United States, and securities of some foreign issuers (particularly those located in developing countries) may be less liquid and more volatile than securities of comparable U.S. companies. In general, there is less overall governmental supervision and regulation of foreign securities markets, broker-dealers and issuers than in the United States.

9Concentration of Credit Risk

The Portfolio invests primarily in below investment grade floating-rate loans and floating-rate debt obligations, which are considered speculative because of the credit risk of their issuers. Changes in economic conditions or other circumstances are more likely to reduce the capacity of issuers of these securities to make principal and interest payments. Such companies are more likely to default on their payments of interest and principal owed than issuers of investment grade bonds. An economic downturn generally leads to a higher non-payment rate, and a loan or other debt obligation may lose significant value before a default occurs. Lower rated investments also may be subject to greater price volatility than higher rated investments. Moreover, the specific collateral used to secure a loan may decline in value or become illiquid, which would adversely affect the loan’s value.

10Fair Value Measurements

The Portfolio adopted FASB Statement of Financial Accounting Standards No. 157 (FAS 157), “Fair Value Measurements”, (currently FASB ASC 820-10), effective November 1, 2008. Such standard established a three-tier hierarchy to prioritize the assumptions, referred to as inputs, used in valuation techniques to measure fair value. The three-tier hierarchy of inputs is summarized in the three broad levels listed below.

•  Level 1 – quoted prices in active markets for identical investments

•  Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

•  Level 3 – significant unobservable inputs (including a fund’s own assumptions in determining the fair value of investments)

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

At October 31, 2009, the inputs used in valuing the Portfolio’s investments, which are carried at value, were as follows:

41

Senior Debt Portfolioas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

	Quoted
	Prices in
	Active		Significant
	Markets for		Other			Significant
	Identical		Observable			Unobservable
	Assets		Inputs			Inputs
Asset Description	(Level 1)		(Level 2)			(Level 3)		Total
Senior Floating-Rate Interests (less unfunded loan commitments)	$	—	$	1,609,334,717		$	2,494,862	$	1,611,829,579
Corporate Bonds & Notes		—		12,629,931			309,480		12,939,411
Asset-Backed Securities		—		1,964,753			—		1,964,753
Common Stocks		4,789		1,129,815			616,321		1,750,925
Preferred Stocks		—		116			45,520		45,636
Warrants		—		47,752			0		47,752
Short-Term Investments		21,898,256		3,803,057			—		25,701,313
Total Investments	$	21,903,045	$	1,628,910,141		$	3,466,183	$	1,654,279,369
Forward Foreign Currency Exchange Contracts	$	—	$	447,868		$	—	$	447,868
Total	$	21,903,045	$	1,629,358,009		$	3,466,183	$	1,654,727,237
Liability Description
Forward Foreign Currency Exchange Contracts	$	—	$	(194,259	)	$	—	$	(194,259	)
Total	$	—	$	(194,259	)	$	—	$	(194,259	)

The following is a reconciliation of Level 3 assets for which significant unobservable inputs were used to determine fair value:

	Investments
	in Senior			Investments
	Floating-			in Corporate		Investments			Investments
	Rate			Bonds &		in Common			in Preferred			Investments
	Interests			Notes		Stocks			Stocks			in Warrants		Total
Balance as of October 31, 2008	$	2,597,076		$	53,840	$	0		$	13,070		$	0	$	2,663,986
Realized gains (losses)		(2,603,184	)		—		—			(768	)		—		(2,603,952	)
Change in net unrealized appreciation (depreciation)*		2,213,700			23,054		(26,248	)		33,218			0		2,243,724
Net purchases (sales)		1,246,407			206,728		642,569			—			—		2,095,704
Accrued discount (premium)		13,477			25,858		—			—			—		39,335
Net transfers to (from) Level 3		(972,614	)		—		—			—			—		(972,614	)
Balance as of October 31, 2009	$	2,494,862		$	309,480	$	616,321		$	45,520		$	0	$	3,466,183
Change in net unrealized appreciation (depreciation) on investments still held as of October 31, 2009*	$	604,335		$	23,054	$	(26,248	)	$	33,218		$	0	$	634,359

* Amount is included in the related amount on investments in the Statement of Operations.

11Review for Subsequent Events

In connection with the preparation of the financial statements of the Portfolio as of and for the year ended October 31, 2009, events and transactions subsequent to October 31, 2009 through December 28, 2009, the date the financial statements were issued, have been evaluated by the Portfolio’s management for possible adjustment and/or disclosure. Management has not identified any subsequent events requiring financial statement disclosure as of the date these financial statements were issued.

42

Senior Debt Portfolioas of October 31, 2009

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Trustees and Investors of
Senior Debt Portfolio:

We have audited the accompanying statement of assets and liabilities of Senior Debt Portfolio (the “Portfolio”), including the portfolio of investments, as of October 31, 2009, and the related statements of operations and cash flows 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 periods presented. These financial statements and supplementary data are the responsibility of the Portfolio’s management. Our responsibility is to express an opinion on these financial statements and supplementary data based on our audits.

We conducted our audits in accordance with the 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. The Portfolio is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Portfolio’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities and senior loans owned as of October 31, 2009, by correspondence with the custodian, brokers, and selling or agent banks; where replies were not received from brokers and selling or agent banks, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and supplementary data referred to above present fairly, in all material respects, the financial position of Senior Debt Portfolio as of October 31, 2009, the results of its operations and its cash flows for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the supplementary data for each of the periods presented, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 28, 2009

43

Eaton Vance Floating-Rate Advantage 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 27, 2009, the Board, including a majority of the Independent Trustees, voted to approve continuation of existing advisory and sub-advisory agreements for the Eaton Vance Funds for an additional one-year period. In voting its approval, the Board relied upon the affirmative recommendation of the Contract Review Committee of the Board (formerly the Special Committee), which is a committee comprised exclusively of Independent Trustees. Prior to making its recommendation, the Contract Review Committee reviewed information furnished for a series of meetings of the Contract Review Committee held in February, March and April 2009. Such information included, among other things, the following:

Information about Fees, Performance and Expenses

•  An independent report comparing the advisory and related fees paid by each fund with fees paid by comparable funds;

•  An independent report comparing each fund’s total expense ratio and its components to comparable funds;

•  An independent report comparing the investment performance of each fund to the investment performance of comparable funds over various time periods;

•  Data regarding investment performance in comparison to relevant peer groups of funds and appropriate indices;

•  Comparative information concerning fees charged by each adviser for managing other mutual funds and institutional accounts using investment strategies and techniques similar to those used in managing the fund;

•  Profitability analyses for each adviser with respect to each fund;

Information about Portfolio Management

•  Descriptions of the investment management services provided to each fund, including the investment strategies and processes employed, and any changes in portfolio management processes and personnel;

•  Information concerning the allocation of brokerage and the benefits received by each adviser as a result of brokerage allocation, including information concerning the acquisition of research through “soft dollar” benefits received in connection with the funds’ brokerage, and the implementation of a soft dollar reimbursement program established with respect to the funds;

•  Data relating to portfolio turnover rates of each fund;

•  The procedures and processes used to determine the fair value of fund assets and actions taken to monitor and test the effectiveness of such procedures and processes;

Information about each Adviser

•  Reports detailing the financial results and condition of each adviser;

•  Descriptions of the qualifications, education and experience of the individual investment professionals whose responsibilities include portfolio management and investment research for the funds, and information relating to their compensation and responsibilities with respect to managing other mutual funds and investment accounts;

•  Copies of the Codes of Ethics of each adviser and its affiliates, together with information relating to compliance with and the administration of such codes;

•  Copies of or descriptions of each adviser’s proxy voting policies and procedures;

•  Information concerning the resources devoted to compliance efforts undertaken by each adviser and its affiliates on behalf of the funds (including descriptions of various compliance programs) and their record of compliance with investment policies and restrictions, including policies with respect to market-timing, late trading and selective portfolio disclosure, and with policies on personal securities transactions;

•  Descriptions of the business continuity and disaster recovery plans of each adviser and its affiliates;

Other Relevant Information

•  Information concerning the nature, cost and character of the administrative and other non-investment management services provided by Eaton Vance Management and its affiliates;

•  Information concerning management of the relationship with the custodian, subcustodians and fund accountants by each adviser or the funds’ administrator; and

•  The terms of each advisory agreement.

44

Eaton Vance Floating-Rate Advantage 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, 2009, the Board met eighteen times and the Contract Review Committee, the Audit Committee, the Governance Committee, the Portfolio Management Committee and the Compliance Reports and Regulatory Matters Committee, each of which is a Committee comprised solely of Independent Trustees, met seven, five, six, six and six times, respectively. At such meetings, the Trustees received, among other things, presentations by the portfolio managers and other investment professionals of each adviser relating to the investment performance of each fund and the investment strategies used in pursuing the fund’s investment objective.

For funds that invest through one or more underlying portfolios, the Board considered similar information about the portfolio(s) when considering the approval of advisory agreements. In addition, in cases where the fund’s investment adviser has engaged a sub-adviser, the Board considered similar information about the sub-adviser when considering the approval of any sub-advisory agreement.

The Contract Review Committee was assisted throughout the contract review process by Goodwin Procter LLP, legal counsel for the Independent Trustees. The members of the Contract Review Committee relied upon the advice of such counsel and their own business judgment in determining the material factors to be considered in evaluating each advisory and sub-advisory agreement and the weight to be given to each such factor. The conclusions reached with respect to each advisory and sub-advisory agreement were based on a comprehensive evaluation of all the information provided and not any single factor. Moreover, each member of the Contract Review Committee may have placed varying emphasis on particular factors in reaching conclusions with respect to each advisory and sub-advisory agreement.

Results of the Process

Based on its consideration of the foregoing, and such other information as it deemed relevant, including the factors and conclusions described below, the Contract Review Committee concluded that the continuance of the investment advisory agreement of Senior Debt Portfolio (the “Portfolio”), the portfolio in which Eaton Vance Floating-Rate Advantage Fund (the “Fund”) invests, with Boston Management and Research (the “Adviser”), including the fee structure, is in the interests of shareholders and, therefore, the Contract Review Committee recommended to the Board approval of the agreement. The Board accepted the recommendation of the Contract Review Committee as well as the factors considered and conclusions reached by the Contract Review Committee with respect to the agreement. Accordingly, the Board, including a majority of the Independent Trustees, voted to approve continuation of the investment advisory agreement for the Portfolio.

Nature, Extent and Quality of Services

In considering whether to approve the investment advisory agreement of the Portfolio, the Board evaluated the nature, extent and quality of services provided to the Portfolio by the Adviser.

The Board considered the Adviser’s management capabilities and investment process with respect to the types of investments held by the Portfolio, including the education, experience and number of its investment professionals and other personnel who provide portfolio management, investment research, and similar services to the Portfolio. In particular, the Board evaluated the abilities and experience of such investment personnel in analyzing special considerations relevant to investing in senior floating rate loans. The Board noted the experience of the Adviser’s large group of bank loan investment professionals and other personnel who provide services to the Portfolio, including portfolio managers and analysts. The Board also took into account the resources dedicated to portfolio management and other services, including the compensation paid to recruit and retain investment personnel, and the time and attention devoted to the Portfolio by senior management.

The Board also reviewed the compliance programs of the Adviser and relevant affiliates thereof. Among other matters, the Board considered compliance and reporting matters relating to personal trading by investment personnel, selective disclosure of portfolio holdings, late trading, frequent trading, portfolio valuation, business continuity and the allocation of investment opportunities. The Board also evaluated the responses of the Adviser and its affiliates to requests from regulatory authorities such as the Securities and Exchange Commission and the Financial Industry Regulatory Authority.

The Board considered shareholder and other administrative services provided or managed by Eaton Vance Management and its affiliates, including transfer agency and accounting services. The Board evaluated the benefits to shareholders of investing in a fund that is a part of a large family of funds, including the ability, in many cases, to exchange an investment among different funds without incurring additional sales charges.

The Board considered the Adviser’s recommendations for Board action and other steps taken in response to the unprecedented dislocations experienced in the capital markets over recent periods, including sustained periods of high volatility, credit disruption and government intervention. In particular, the Board considered the Adviser’s efforts and expertise with respect to each of the following

45

Eaton Vance Floating-Rate Advantage Fund

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

matters as they relate to the Fund and/or other funds within the Eaton Vance family of funds: (i) negotiating and maintaining the availability of bank loan facilities and other sources of credit used for investment purposes or to satisfy liquidity needs; (ii) establishing the fair value of securities and other instruments held in investment portfolios during periods of market volatility and issuer-specific disruptions; and (iii) the ongoing monitoring of investment management processes and risk controls.

After consideration of the foregoing factors, among others, the Board concluded that the nature, extent and quality of services provided by the Adviser, taken as a whole, are appropriate and consistent with the terms of the investment advisory agreement.

Fund Performance

In assessing the Fund’s investment performance, the Board noted that the Fund is the successor to the operations of Eaton Vance Prime Rate Reserves (the “Predecessor Fund”), which like the Fund, invested in Senior Debt Portfolio prior to its reorganization into the Fund on March 14, 2008. The Board compared the Predecessor Fund’s investment performance to a relevant universe of similarly managed funds identified by an independent data provider and appropriate benchmark indices. The Board reviewed comparative performance data for the one-, three-, five- and ten-year periods ended September 30, 2008 for the Fund (and the Predecessor Fund). The Board noted that the Predecessor Fund’s and the Fund’s performance relative to its peers was affected by management’s use of leverage as well as its focus on reducing volatility. On the basis of the foregoing, 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 total expense ratio of the Fund for the period from inception (March 2008) through September 30, 2008, as compared to a group of similarly managed funds selected by an independent data provider.

After reviewing the foregoing information, and in light of the nature, extent and quality of the services provided by the Adviser, the Board concluded that the management fees charged for advisory and related services and the total expense ratio anticipated with respect to the Fund are reasonable.

Profitability

The Board reviewed the level of profits realized by the Adviser and relevant affiliates thereof in providing investment advisory and administrative services to the Predecessor Fund, the Fund, 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.

The Board concluded that, in light of the foregoing factors and the nature, extent and quality of the services rendered, the profits realized by the Adviser and its affiliates are reasonable.

Economies of Scale

In reviewing management fees and profitability, the Board also considered the extent to which the Adviser and its affiliates, on the one hand, and the Fund, on the other hand, can expect to realize benefits from economies of scale as the assets of the Fund and 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 Predecessor 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 Predecessor 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.

46

Eaton Vance Floating Rate Advantage Fund

MANAGEMENT AND ORGANIZATION

Fund Management. The Trustees of Eaton Vance Mutual Funds Trust (the Trust) and Senior Debt 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 Two International Place, Boston, Massachusetts 02110. 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, “Parametric” refers to Parametric Portfolio Associates LLC and “EVD” refers to Eaton Vance Distributors, Inc. EVC and EV are the corporate parent and trustee, respectively, of EVM and BMR. EVD is the Fund’s principal underwriter, the Portfolio’s placement agent and a wholly-owned subsidiary of EVC. Each officer affiliated with Eaton Vance may hold a position with other Eaton Vance affiliates that is comparable to his or her position with EVM listed below.

	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
Thomas E. Faust Jr. 5/31/58	Trustee and President of the Trust	Trustee since 2007 and President of the Trust since 2002	Chairman, Chief Executive Officer and President of EVC, Director and President of EV, Chief Executive Officer and President of EVM and BMR, and Director of EVD. Trustee and/or officer of 176 registered investment companies and 4 private investment companies managed by EVM or BMR. Mr. Faust is an interested person because of his positions with EVM, BMR, EVD, EVC and EV, which are affiliates of the Trust and Portfolio.		176	Director of EVC
Noninterested Trustees
Benjamin C. Esty 1/2/63	Trustee	Since 2005	Roy and Elizabeth Simmons Professor of Business Administration and Finance Unit Head, Harvard University Graduate School of Business Administration.		176	None
Allen R. Freedman 4/3/40	Trustee	Since 2007	Former Chairman (2002-2004) and a Director (1983-2004) of Systems & Computer Technology Corp. (provider of software to higher education). Formerly, a Director of Loring Ward International (fund distributor) (2005-2007). Formerly, Chairman and a Director of Indus International, Inc. (provider of enterprise management software to the power generating industry) (2005-2007).		176	Director of Assurant, Inc. (insurance provider) and Stonemor Partners, L.P. (owner and operator of cemeteries)
William H. Park 9/19/47	Trustee	Since 2003	Vice Chairman, Commercial Industrial Finance Corp. (specialty finance company) (since 2006). Formerly, President and Chief Executive Officer, Prizm Capital Management, LLC (investment management firm) (2002-2005).		176	None
Ronald A. Pearlman 7/10/40	Trustee	Since 2003	Professor of Law, Georgetown University Law Center.		176	None
Helen Frame Peters 3/22/48	Trustee	Since 2008	Professor of Finance, Carroll School of Management, Boston College. Adjunct Professor of Finance, Peking University, Beijing, China (since 2005).		176	Director of BJ’s Wholesale Club, Inc. (wholesale club retailer)
Heidi L. Steiger 7/8/53	Trustee	Since 2007	Managing Partner, Topridge Associates LLC (global wealth management firm) (since 2008); Senior Advisor (since 2008), President (2005-2008), Lowenhaupt Global Advisors, LLC (global wealth management firm). Formerly, President and Contributing Editor, Worth Magazine (2004-2005). Formerly, Executive Vice President and Global Head of Private Asset Management (and various other positions), Neuberger Berman (investment firm) (1986-2004).		176	Director of Nuclear Electric Insurance Ltd. (nuclear insurance provider), Aviva USA (insurance provider) and CIFG (family of financial guaranty companies) and Advisory Director of Berkshire Capital Securities LLC (private investment banking firm)

47

Eaton Vance Floating Rate Advantage Fund

MANAGEMENT AND ORGANIZATION CONT’D

	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
Noninterested Trustees (continued)
Lynn A. Stout 9/14/57	Trustee	Since 1998	Paul Hastings Professor of Corporate and Securities Law (since 2006) and Professor of Law (2001-2006), University of California at Los Angeles School of Law.		176	None
Ralph F. Verni 1/26/43	Chairman of the Board and Trustee	Chairman of the Board since 2007 and Trustee since 2005	Consultant and private investor.		176	None

Principal Officers who are not Trustees

	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
William H. Ahern, Jr. 7/28/59	Vice President of the Trust	Since 1995	Vice President of EVM and BMR. Officer of 76 registered investment companies managed by EVM or BMR.
John R. Baur 2/10/70	Vice President of the Trust	Since 2008	Vice President of EVM and BMR. Previously, attended Johnson Graduate School of Management, Cornell University (2002-2005), and prior thereto he was an Account Team Representative in Singapore for Applied Materials, Inc. Officer of 35 registered investment companies managed by EVM or BMR.
Michael A. Cirami 12/24/75	Vice President of the Trust	Since 2008	Vice President of EVM and BMR. Officer of 35 registered investment companies managed by EVM or BMR.
Cynthia J. Clemson 3/2/63	Vice President of the Trust	Since 2005	Vice President of EVM and BMR. Officer of 92 registered investment companies managed by EVM or BMR.
Charles B. Gaffney 12/4/72	Vice President of the Trust	Since 2007	Director of Equity Research and a Vice President of EVM and BMR. Officer of 32 registered investment companies managed by EVM or BMR.
Christine M. Johnston 11/9/72	Vice President of the Trust	Since 2007	Vice President of EVM and BMR. Officer of 37 registered investment companies managed by EVM or BMR.
Aamer Khan 6/7/60	Vice President of the Trust	Since 2005	Vice President of EVM and BMR. Officer of 35 registered investment companies managed by EVM or BMR.
Thomas H. Luster 4/8/62	Vice President of the Trust	Since 2006	Vice President of EVM and BMR. Officer of 54 registered investment companies managed by EVM or BMR.
Robert B. MacIntosh 1/22/57	Vice President of the Trust	Since 1998	Vice President of EVM and BMR. Officer of 91 registered investment companies managed by EVM or BMR.
Scott H. Page 11/30/59	President of the Portfolio	Since 2002	Vice President of EVM and BMR. Officer of 11 registered investment companies managed by EVM or BMR.
Jeffrey A. Rawlins 10/6/61	Vice President of the Trust	Since 2009	Vice President of EVM and BMR. Previously, a Managing Director of the Fixed Income Group at State Street Research and Management (1989-2005). Officer of 31 registered investment companies managed by EVM or BMR.
Duncan W. Richardson 10/26/57	Vice President of the Trust	Since 2001	Director of EVC, Executive Vice President and Chief Equity Investment Officer of EVC, EVM and BMR. Officer of 82 registered investment companies managed by EVM or BMR.
Craig P. Russ 10/30/63	Vice President of the Portfolio	Since 2007	Vice President of EVM and BMR. Officer of 6 registered investment companies managed by EVM or BMR.
Judith A. Saryan 8/21/54	Vice President of the Trust	Since 2003	Vice President of EVM and BMR. Officer of 51 registered investment companies managed by EVM or BMR.

48

Eaton Vance Floating Rate Advantage Fund

MANAGEMENT AND ORGANIZATION CONT’D

	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
Principal Officers who are not Trustees (continued)
Susan Schiff 3/13/61	Vice President of the Trust	Since 2002	Vice President of EVM and BMR. Officer of 37 registered investment companies managed by EVM or BMR.
Thomas Seto 9/27/62	Vice President of the Trust	Since 2007	Vice President and Director of Portfolio Management of Parametric. Officer of 32 registered investment companies managed by EVM or BMR.
David M. Stein 5/4/51	Vice President of the Trust	Since 2007	Managing Director and Chief Investment Officer of Parametric. Officer of 32 registered investment companies managed by EVM or BMR.
Dan R. Strelow 5/27/59	Vice President of the Trust	Since 2009	Vice President of EVM and BMR since 2005. Previously, a Managing Director (since 1988) and Chief Investment Officer (since 2001) of the Fixed Income Group at State Street Research and Management. Officer of 31 registered investment companies managed by EVM or BMR.
Mark S. Venezia 5/23/49	Vice President of the Trust	Since 2007	Vice President of EVM and BMR. Officer of 38 registered investment companies managed by EVM or BMR.
Adam A. Weigold 3/22/75	Vice President of the Trust	Since 2007	Vice President of EVM and BMR. Officer of 69 registered investment companies managed by EVM or BMR.
Barbara E. Campbell 6/19/57	Treasurer	Treasurer of the Trust since 2005 and of the Portfolio since 2008	Vice President of EVM and BMR. Officer of 176 registered investment companies managed by EVM or BMR.
Maureen A. Gemma 5/24/60	Secretary and Chief Legal Officer	Secretary since 2007 and Chief Legal Officer since 2008	Vice President of EVM and BMR. Officer of 176 registered investment companies managed by EVM or BMR.
Paul M. O’Neil 7/11/53	Chief Compliance Officer	Since 2004	Vice President of EVM and BMR. Officer of 176 registered investment companies managed by EVM or BMR.

(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 on Eaton Vance’s website at www.eatonvance.com or by calling 1-800-262-1122.

49

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Investment Adviser of Senior Debt Portfolio

Boston Management and Research

Two International Place

Boston, MA 02110

Administrator of Eaton Vance Floating-Rate Advantage Fund

Eaton Vance Management

Two International Place

Boston, MA 02110

Principal Underwriter*

Eaton Vance Distributors, Inc.

Two International Place

Boston, MA 02110

(617) 482-8260

Custodian

State Street Bank and Trust Company

200 Clarendon Street

Boston, MA 02116

Transfer Agent

PNC Global Investment Servicing

Attn: Eaton Vance Funds

P.O. Box 9653

Providence, RI 02940-9653

(800) 262-1122

Independent Registered Public Accounting Firm

Deloitte & Touche LLP

200 Berkeley Street

Boston, MA 02116-5022

Eaton Vance Floating-Rate Advantage Fund

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.

3232-12/09 FRASRC

EATON VANCE STRUCTURED EMERGING MARKETS FUND

IMPORTANT NOTICES REGARDING PRIVACY,
DELIVERY OF SHAREHOLDER DOCUMENTS,
PORTFOLIO HOLDINGS AND PROXY VOTING

Privacy. The Eaton Vance organization is committed to ensuring your financial privacy. Each of the financial institutions identified below has in effect the following policy (Privacy Policy) with respect to nonpublic personal information about its customers:

•  Only such information received from you, through application forms or otherwise, and information about your Eaton Vance fund transactions will be collected. This may include information such as name, address, social security number, tax status, account balances and transactions.

•  None of such information about you (or former customers) will be disclosed to anyone, except as permitted by law (which includes disclosure to employees necessary to service your account). In the normal course of servicing a customer’s account, Eaton Vance may share information with unaffiliated third parties that perform various required services such as transfer agents, custodians and broker/dealers.

•  Policies and procedures (including physical, electronic and procedural safeguards) are in place that are designed to protect the confidentiality of such information.

•  We reserve the right to change our Privacy Policy at any time upon proper notification to you. Customers may want to review our Privacy Policy periodically for changes by accessing the link on our homepage: www.eatonvance.com.

Our pledge of privacy applies to the following entities within the Eaton Vance organization: the Eaton Vance Family of Funds, Eaton Vance Management, Eaton Vance Investment Counsel, Boston Management and Research, and Eaton Vance Distributors, Inc.

In addition, our Privacy Policy applies only to those Eaton Vance customers who are individuals and who have a direct relationship with us. If a customer’s account (i.e., fund shares) is held in the name of a third-party financial adviser/ broker-dealer, it is likely that only such adviser’s privacy policies apply to the customer. This notice supersedes all previously issued privacy disclosures.

For more information about Eaton Vance’s Privacy Policy, please call 1-800-262-1122.

Delivery of Shareholder Documents. The Securities and Exchange Commission (the “SEC”) permits funds to deliver only one copy of shareholder documents, including prospectuses, proxy statements and shareholder reports, to fund investors with multiple accounts at the same residential or post office box address. This practice is often called “householding” and it helps eliminate duplicate mailings to shareholders.

Eaton Vance, or your financial adviser, may household the mailing of your documents indefinitely unless you instruct Eaton Vance, or your financial adviser, otherwise.

If you would prefer that your Eaton Vance documents not be householded, please contact Eaton Vance at 1-800-262-1122, or contact your financial adviser.

Your instructions that householding not apply to delivery of your Eaton Vance documents will be effective within 30 days of receipt by Eaton Vance or your financial adviser.

Portfolio Holdings. Each Eaton Vance Fund and its underlying Portfolio(s) (if applicable) will file a schedule of portfolio holdings on Form N-Q with the SEC for the first and third quarters of each fiscal year. The Form N-Q will be available on the Eaton Vance website at www.eatonvance.com, by calling Eaton Vance at 1-800-262-1122 or in the EDGAR database on the SEC’s website at www.sec.gov. Form N-Q may also be reviewed and copied at the SEC’s public reference room in Washington, D.C. (call 1-800-732-0330 for information on the operation of the public reference room).

Proxy Voting. From time to time, funds are required to vote proxies related to the securities held by the funds. The Eaton Vance Funds or their underlying Portfolios (if applicable) vote proxies according to a set of policies and procedures approved by the Funds’ and Portfolios’ Boards. You may obtain a description of these policies and procedures and information on how the Funds or Portfolios voted proxies relating to portfolio securities during the most recent 12 month period ended June 30, without charge, upon request, by calling 1-800-262-1122. This description is also available on the SEC’s website at www.sec.gov.

Eaton Vance Structured Emerging Markets Fund as of October 31, 2009
MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE

Economic and Market Conditions

Thomas Seto
Parametric Portfolio
Associates LLC
Co-Portfolio Manager

• Despite an extremely volatile year, emerging markets generated strong positive performance, as measured by the MSCI Emerging Markets Index (the Index), which recorded a return of 64.13% for the 12 months ending October 31, 2009.¹ As the period began late last fall, global equities were already in the midst of a dramatic decline, dragged lower by the failure or near-collapse of several major financial institutions struggling under the enormous weight of troubled assets. On the verge of illiquidity, the credit markets virtually ceased operating, worldwide economic activity ground to a near standstill, and anxious equity investors stayed on the sidelines. At the beginning of the second quarter, however, equity markets began a rally in response to indications that the concerted global effort by world banks to alleviate the credit crisis and stimulate economic growth was succeeding. The volatile period finished on a decidedly positive note, with many market indexes for European, U.S. and Asian equities posting solid annual gains.

David Stein, Ph.D.
Parametric Portfolio
Associates LLC
Co-Portfolio Manager

• Against this backdrop, emerging markets fared very well, with some economies proving more resilient to the financial crisis and global recession than anticipated. Equity indexes tracking the performance of emerging markets widely outperformed the 27.71% return of foreign developed markets, as measured by the MSCI Europe, Australasia and Far East Index.

• Top performers in the Index on an absolute-return basis for the year ending October 31, 2009, included Indonesia (+126%), Peru (+117%), Russia (+110%), Colombia (+94%), Brazil (+92%) and China (+83%). The Index’s nearly 20% weighting in China made the most significant contribution to returns, followed by a 15% allocation to Brazil. By contrast, countries such as Pakistan (-44%) and Jordan (-25%) did not fare as well.

Past performance is no guarantee of future results. Returns are historical and are calculated by determining the percentage change in net asset value or offering price (as applicable) with all distributions reinvested. Investment return and principal value will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Performance is for the stated time period only; due to market volatility, the Fund’s current performance may be lower or higher than the quoted return. For performance as of the most recent month end, please refer to www.eatonvance.com.

Management Discussion

• For the year ending October 31, 2009, the Fund recorded a double-digit return, although it under-performed the Index, its primary benchmark, and the S&P/IFCI Emerging Markets Index, its secondary benchmark. Looking at individual countries, China and Brazil had strong positive returns but the Fund’s underweight in both countries detracted from performance relative to the Index. Fund holdings in Nigeria and United Arab Emirates also were a drag on relative performance, as was the Fund’s exposure to Qatar, Jordan, Kuwait, Ghana and Saudi Arabia. Russia and Indonesia were among the top contributors to the Fund’s return, as the Fund was significantly overweighted in both countries versus the Index. An overweight to Argentina, as well as underweightings in Taiwan and Korea, also added to performance.

• With any multicountry portfolio, country selection and weighting have the largest effect on the risk and return experience of the Fund’s strategy. Our research into emerging countries has resulted in some important observations. Individually, emerging markets can be volatile, but they also exhibit relatively low correlations among each other and developed markets. We believe that due to this tendency to move relatively

Total Return Performance
10/31/08-10/31/09
Class A2	51.81	%
Class C2	50.69
Class I2	52.15
MSCI Emerging Markets Index1	64.13
S&P/IFCI Emerging Markets Index1	65.33
Lipper Emerging Markets Funds Average1	56.55

See page 3 for more performance information.

1

It is not possible to invest directly in an Index or a Lipper Classification. The Indices’ total returns do not reflect commissions or expenses that would have been incurred if an investor individually purchased or sold the securities represented in the Indices. MSCI Index returns reflect dividends net of any applicable foreign withholding taxes. The Lipper total return is the average total return, at net asset value, of the funds that are in the same Lipper Classification as the Fund.

2

These returns do not include the 5.75% maximum sales charge for Class A shares or the applicable contingent deferred sales charge (CDSC) for Class C shares. If sales charges were deducted, the returns would be lower. Class I shares are offered to certain investors at net asset value. Absent expense limitations by the adviser, the sub-adviser and the administrator, the returns would be lower.

Fund shares are not insured by the FDIC and are not deposits or other obligations of, or guaranteed by, any depository institution. Shares are subject to investment risks, including possible loss of principal invested.

1

Eaton Vance Structured Emerging Markets Fund as of October 31, 2009
MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE

independently, a structured portfolio that balances exposure to a broad array of emerging market countries can substantially reduce volatility compared to the level found in individual countries or more traditionally concentrated active strategies. While during the depths of the global financial crisis, there was a phenomenon where cross-country correlations rose and markets behaved more similarly than usual. However, they reverted to the historic norm of moving independent of each other as markets recovered throughout the year.

The views expressed throughout this report are those of the portfolio managers and are current only through the end of the period of the report as stated on the cover. These views are subject to change at any time based upon market or other conditions, and the investment adviser disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a fund are based on many factors, may not be relied on as an indication of trading intent on behalf of any Eaton Vance fund. Portfolio information provided in the report may not be representative of the Fund’s current or future investments and may change due to active management.

Portfolio Composition

Regional Weightings¹

By total common stocks

¹ As a percentage of the Fund’s total common stocks as of 10/31/09.

Sector Weightings²

By net assets

² As a percentage of the Fund’s net assets as of 10/31/09. Excludes cash equivalents.

2

Eaton Vance Structured Emerging Markets Fund as of October 31, 2009
FUND PERFORMANCE

The line graph and table set forth below provide information about the Fund’s performance. The line graph compares the performance of Class A of the Fund with that of the MSCI Emerging Markets Index and the S&P/IFCI Emerging Markets Index, each an unmanaged index of common stocks traded in emerging markets and available to foreign investors. The lines on the graph represent the total returns of a hypothetical investment of $10,000 in each of Class A, the MSCI Emerging Markets Index and the S&P/IFCI Emerging Markets Index. Class A total returns are presented at net asset value and maximum public offering price. The table includes the total returns of each Class of the Fund at net asset value and maximum public offering price. The performance presented below does not reflect the deduction of taxes, if any, that a shareholder would pay on distributions or redemptions of Fund shares.

*

Source: Lipper, Bloomberg. Class A of the Fund commenced investment operations on 6/30/06.

A $10,000 hypothetical investment at net asset value in Class C shares and Class I shares on 6/30/06 (inception date) would have been valued at $12,398 and $12,814, respectively, on 10/31/09. It is not possible to invest directly in an Index. The Indices’ total returns do not reflect commissions or expenses that would have been incurred if an investor individually purchased or sold the securities represented in the Indices.

Performance1	Class A			Class C			Class I
Share Class Symbol	EAEMX			ECEMX			EIEMX
Average Annual Total Returns (at net asset value)
One Year		51.81	%		50.69	%		52.15	%
Life of Fund†		7.48			6.65			7.71
SEC Average Annual Total Returns (including sales charge or applicable CDSC)
One Year		43.01	%		49.69	%		52.15	%
Life of Fund†		5.59			6.65			7.71

†

Inception Dates For All Share Classes: 6/30/06

1

Average Annual Total Returns do not include the 5.75% maximum sales charge for Class A shares or the applicable contingent deferred sales charge (CDSC) for Class C shares. If sales charges were deducted, the returns would be lower. SEC Average Annual Total Returns for Class A reflect the maximum 5.75% sales charge and, for Class C, reflect a 1% CDSC for the first year. Class A and Class I shares are subject to a 1% redemption fee if redeemed or exchanged within 90 days of settlement of purchase. Class I shares are offered to certain investors at net asset value. Absent expense limitations by the adviser, the sub-adviser and the administrator, the returns would be lower.

Total Annual
Operating Expenses2	Class A			Class C			Class I
Gross Expense Ratio		1.72	%		2.47	%		1.48	%
Net Expense Ratio		1.62			2.37			1.37

² Source: Prospectus dated 3/1/09. Net expense ratio reflects a contractual expense limitation that continues through February 28, 2010. Thereafter, the expense limitation may be changed or terminated at any time. Without this expense limitation, expenses would be higher.

Past performance is no guarantee of future results. Returns are historical and are calculated by determining the percentage change in net asset value or offering price (as applicable) with all distributions reinvested. Investment return and principal value will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Performance is for the stated time period only; due to market volatility, the Fund’s current performance may be lower or higher than the quoted return. For performance as of the most recent month end, please refer to www.eatonvance.com.

3

Eaton Vance Structured Emerging Markets Fundas of October 31, 2009

FUND EXPENSES

Example: As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchases and redemption fees (if applicable); and (2) ongoing costs, including management fees; distribution or service fees; and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 2009 – October 31, 2009).

Actual Expenses: The first section of the table below provides information about actual account values and actual expenses. You may use the information in this section, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first section under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes: The second section of the table below provides information about hypothetical account values and hypothetical expenses based on the actual Fund expense ratio and an assumed rate of return of 5% per year (before expenses), which is not the actual return of the Fund. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in your Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads) or redemption fees (if applicable). Therefore, the second section of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would be higher.

Eaton Vance Structured Emerging Markets Fund

	Beginning Account Value		Ending Account Value		Expenses Paid During Period*
	(5/1/09)		(10/31/09)		(5/1/09 – 10/31/09)
Actual
Class A		$1,000.00		$1,416.90		$9.75	**
Class C		$1,000.00		$1,409.90		$14.27	**
Class I		$1,000.00		$1,417.50		$8.23	**
Hypothetical
(5% return per year before expenses)
Class A		$1,000.00		$1,017.10		$8.13	**
Class C		$1,000.00		$1,013.40		$11.93	**
Class I		$1,000.00		$1,018.40		$6.87	**

*	Expenses are equal to the Fund’s annualized expense ratio of 1.60% for Class A shares, 2.35% for Class C shares and 1.35% for Class I shares, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period). The Example assumes that the $1,000 was invested at the net asset value per share determined at the close of business on April 30, 2009.
**	Absent an expense limitation by affiliates, the expenses would be higher.

4

Eaton Vance Structured Emerging Markets Fundas of October 31, 2009

PORTFOLIO OF INVESTMENTS

Common Stocks — 97.3%
Security	Shares		Value
Argentina — 0.8%
Banco Macro SA, Class B ADR		46,050	$	1,346,042
BBVA Banco Frances SA ADR		28,788		182,228
Cresud SA ADR		98,500		1,213,520
Grupo Financiero Galicia SA, Class B ADR(1)		88,700		514,460
IRSA Inversiones y Representaciones SA GDR(1)		14,500		125,280
MercadoLibre, Inc.(1)		41,600		1,488,864
Petrobras Energia SA ADR		67,925		1,163,555
Telecom Argentina SA, Class B ADR(1)		119,360		2,017,184
			$	8,051,133
Botswana — 0.7%
Barclays Bank of Botswana		723,650	$	708,665
Botswana Insurance Holdings Ltd.		326,490		400,194
First National Bank of Botswana		4,730,800		1,875,657
Letshego		173,200		349,139
Sechaba Breweries Ltd.		1,113,200		2,172,660
Standard Chartered Bank		531,120		1,251,744
			$	6,758,059
Brazil — 6.1%
AES Tiete SA, PFC Shares		32,900	$	370,723
All America Latina Logistica SA		103,500		763,207
American Banknote SA		4,700		46,957
Anhanguera Educacional Participacoes SA(1)		4,800		66,349
B2W Companhia Global do Varejo		16,970		491,298
Banco Bradesco SA, PFC Shares		149,150		2,926,103
Banco do Brasil SA		53,300		853,538
Banco Nossa Caixa SA		7,500		268,307
BM&F Bovespa SA		90,251		584,049
BR Malls Participacoes SA(1)		22,000		243,529
Bradespar SA, PFC Shares		31,500		651,780
Brasil Telecom Participacoes SA		7,100		130,949
Brasil Telecom Participacoes SA, PFC Shares		36,500		367,362
Brasil Telecom SA, PFC Shares		26,600		226,348
Braskem SA, PFC Shares		11,460		76,114
BRF-Brasil Foods SA(1)		59,120		1,433,029
Centrais Eletricas Brasileiras SA, Class B, PFC Shares		73,400		937,500
Cia Brasileira de Distribuicao Grupo Pao de Acucar, PFC Shares		29,782		901,102
Cia Brasileira de Distribuicao Grupo Pao de Acucar, Class B, PFC Shares		1,387		41,966
Cia de Bebidas das Americas, PFC Shares		33,758		3,061,139
Cia de Companhia de Concessoes Rodoviarias (CCR)		22,000		434,605
Cia de Saneamento Basico do Estado de Sao Paulo		28,220		536,654
Cia de Saneamento de Minas Gerais-Copasa MG		3,900		69,627
Cia de Transmissao de Energia Eletrica Paulista, PFC Shares		8,890		245,212
Cia Energetica de Minas Gerais, PFC Shares		55,504		866,777
Cia Energetica de Sao Paulo, PFC Shares		17,500		204,643
Cia Paranaense de Energia-Copel, PFC Shares		10,100		175,729
Cia Siderurgica Nacional SA (CSN)		31,600		1,045,799
Contax Participacoes SA, PFC Shares		1,910		85,655
Cosan SA Industria e Comercio(1)		40,000		421,208
CPFL Energia SA		20,600		355,495
Cyrela Brazil Realty SA		46,000		587,534
Diagnosticos da America SA(1)		3,800		94,051
Duratex SA		39,187		269,166
EDP-Energias do Brasil SA		17,900		289,595
Eletropaulo Metropolitana SA, Class B, PFC Shares		11,280		210,988
Empresa Brasileira de Aeronautica SA(1)		105,700		536,420
Estacio Participacoes SA		13,900		181,483
Fertilizantes Fosfatados SA, PFC Shares		25,300		240,132
Gafisa SA		9,300		138,001
Gerdau SA		5,000		57,249
Gerdau SA, PFC Shares		73,200		1,092,847
GVT Holding SA(1)		22,900		655,177
Investimentos Itau SA, PFC Shares		335,395		1,905,826
Itau Unibanco Holding SA, PFC Shares		212,022		4,031,981
Itausa-Investimentos Itau SA		12,545		85,456
JBS SA		73,400		407,083
LLX Logistica SA(1)		90,000		356,608
Localiza Rent a Car SA		38,100		400,119
Lojas Americanas SA, PFC Shares		58,370		384,362
Lojas Renner SA		17,700		311,478
Lupatech SA(1)		21,200		326,857
M Dias Branco SA		4,300		92,708
Marfrig Frigorificos e Comercio de Alimentos SA(1)		48,500		556,968
Medial Saude SA(1)		12,200		99,035
Metalurgica Gerdau SA, PFC Shares		19,200		348,774
MRV Engenharia e Participacoes SA		18,800		349,832
Natura Cosmeticos SA		15,100		270,439
Net Servicos de Comunicacao SA, PFC Shares		42,836		534,964
PDG Realty SA Empreendimentos e Participacoes		10,600		89,657
Petroleo Brasileiro SA		56,800		1,305,858
Petroleo Brasileiro SA, PFC Shares		424,800		8,449,700
Randon Participacoes SA, PFC Shares		21,200		161,262
Redecard SA		58,200		863,947
Rossi Residencial SA		39,800		266,373
Souza Cruz SA		14,600		515,509
Suzano Papel e Celulose SA		29,300		254,479
Tam SA, PFC Shares		14,800		212,137
Tele Norte Leste Participacoes SA		3,700		85,065

See notes to financial statements

5

Eaton Vance Structured Emerging Markets Fundas of October 31, 2009

PORTFOLIO OF INVESTMENTS CONT’D

Security	Shares		Value
Brazil (continued)
Tele Norte Leste Participacoes SA, PFC Shares		56,900	$	1,088,516
Telemar Norte Leste SA, PFC Shares		3,500		110,309
Telesp-Telecomunicacoes de Sao Paulo SA, PFC Shares		9,600		238,147
Terna Participacoes SA		5,000		104,167
Tim Participacoes SA, PFC Shares		156,500		368,685
Totvs SA		3,298		179,709
Tractebel Energia SA		21,600		256,267
Ultrapar Participacoes SA, PFC Shares		15,746		683,971
Usinas Siderurgicas de Minas Gerais SA, PFC Shares		30,525		797,088
Vale SA		47,300		1,202,906
Vale SA, PFC Shares		276,740		6,197,430
Vivo Participacoes SA, PFC Shares		23,675		580,586
Votorantim Celulose e Papel SA(1)		2,457		33,892
Weg SA		92,300		911,683
			$	58,655,229
Bulgaria — 0.4%
Bulgarian American Credit Bank JSCO(1)		5,700	$	76,784
CB First Investment Bank AD(1)		235,000		493,051
Central Cooperative Bank AD(1)		227,900		251,947
Chimimport AD(1)		329,922		620,163
Corporate Commercial Bank AD(1)		10,400		469,778
Doverie Holding AD(1)		13,760		40,017
MonBat AD(1)		60,235		317,357
Petrol AD(1)		102,500		357,142
Sopharma AD(1)		354,600		1,069,101
Vivacom		44,690		103,423
			$	3,798,763
Chile — 3.1%
Administradora de Fondos de Pensiones Provida SA		44,300	$	115,558
AES Gener SA		1,010,500		428,218
Almendral SA		2,512,600		242,529
Antarchile SA, Series A		38,340		660,723
Banco de Chile		13,030,222		1,030,736
Banco de Chile ADR		2,580		119,970
Banco de Credito e Inversiones		39,113		1,135,194
Banco Santander Chile SA		35,182,310		1,789,099
Banmedica SA		76,180		80,492
Cap SA		32,412		842,425
Cencosud SA		561,531		1,729,171
Cia Cervecerias Unidas SA		82,290		580,424
Cia General de Electricidad SA		61,050		384,617
Cia SudAmericana de Vapores SA(1)		350,331		288,341
Colbun SA		3,335,910		785,364
Corpbanca SA		58,054,570		393,627
Embotelladora Andina SA, Class B, PFC Shares		170,541		523,234
Empresa Nacional de Electricidad SA		1,229,463		1,889,522
Empresas CMPC SA		41,146		1,472,406
Empresas Copec SA		203,576		2,739,946
Empresas La Polar SA		156,400		792,383
Enersis SA		5,325,221		1,891,584
ENTEL SA		51,500		684,791
Grupo Security SA		1,212,785		338,059
Invercap SA		19,700		163,255
Inversiones Aguas Metropolitanas SA		306,600		362,065
Lan Airlines SA		65,195		874,506
Madeco SA		5,047,652		327,986
Masisa SA		444,800		65,771
Minera Valparaiso SA		12,324		371,380
Parque Arauco SA		452,000		468,302
Quinenco SA		162,900		322,149
Ripley Corp. SA		264,000		200,380
S.A.C.I. Falabella SA		506,600		2,431,814
Salfacorp SA		170,000		294,887
Sigdo Koppers SA		176,300		154,402
SM-Chile SA, Class B		2,424,500		279,917
Sociedad de Inversiones Oro Blanco SA		13,300,000		192,881
Sociedad de Inversiones Pampa Calichera SA, Class A		244,730		384,875
Sociedad Quimica y Minera de Chile SA, Series B		38,540		1,415,444
Sonda SA		381,500		525,959
Vina Concha y Toro SA		255,010		540,326
			$	30,314,712
China — 6.4%
Agile Property Holdings, Ltd.		200,000	$	255,481
Air China, Ltd., Class H(1)		520,000		281,478
Alibaba.com Ltd.		161,000		371,757
Aluminum Corp. of China Ltd., Class H(1)		402,000		437,928
American Oriental Bioengineering, Inc.(1)		21,600		85,536
Angang Steel Co., Ltd., Class H		214,000		395,546
Anhui Conch Cement Co., Ltd., Class H		58,000		375,280
Baidu, Inc. ADR(1)		3,870		1,462,550
Bank of China, Ltd., Class H		4,177,000		2,401,877
Bank of Communications, Ltd., Class H		381,000		456,036
Beijing Capital International Airport Co., Ltd., Class H(1)		310,000		208,472
Beijing Enterprises Holdings, Ltd.		69,000		411,269
BOC Hong Kong Holdings, Ltd.		127,500		292,846
BYD Co., Ltd., Class H(1)		74,200		680,261
BYD Electronic Co., Ltd.(1)		415,000		386,367
Chaoda Modern Agriculture Holdings, Ltd.		269,958		208,582
China Agri-Industries Holdings, Ltd.		453,000		433,929

See notes to financial statements

6

Eaton Vance Structured Emerging Markets Fundas of October 31, 2009

PORTFOLIO OF INVESTMENTS CONT’D

Security	Shares		Value
China (continued)
China Bluechemical, Ltd., Class H		468,000	$	248,403
China CITIC Bank, Class H		239,000		178,300
China Coal Energy Co., Class H		311,000		430,340
China Communication Services Corp., Ltd., Class H		378,000		196,498
China Communications Construction Co., Ltd., Class H		481,000		517,719
China Construction Bank, Class H		2,449,000		2,111,360
China COSCO Holdings Co., Ltd., Class H		220,975		272,076
China Dongxiang Group Co.		634,000		387,365
China Everbright International, Ltd.		171,000		78,076
China Everbright, Ltd.		100,000		236,244
China Green (Holdings), Ltd.		72,000		63,163
China International Marine Containers Co., Ltd., Class B		146,472		146,066
China Life Insurance Co., Ltd., Class H		545,000		2,502,391
China Medical Technologies, Inc. ADR		9,700		152,290
China Mengniu Dairy Co., Ltd.(1)		297,000		830,270
China Merchants Bank Co., Ltd., Class H		533,650		1,365,259
China Merchants Holdings International Co., Ltd.		154,000		492,127
China Mobile, Ltd.		620,000		5,812,141
China National Building Material Co., Ltd., Class H		122,000		262,554
China National Materials Co., Ltd., Class H		180,000		142,645
China Oilfield Services, Ltd., Class H		110,000		118,857
China Overseas Land & Investment, Ltd.		230,160		496,204
China Petroleum & Chemical Corp., Class H		1,367,000		1,155,874
China Pharmaceutical Group, Ltd.		524,000		294,162
China Railway Construction Corp., Class H		171,000		226,231
China Railway Group, Ltd., Class H(1)		738,000		580,065
China Resources Enterprise, Ltd.		202,000		677,814
China Resources Land, Ltd.		124,000		299,018
China Resources Power Holdings Co., Ltd.		237,600		493,428
China Shenhua Energy Co., Ltd., Class H		259,500		1,162,512
China Shipping Container Lines Co., Ltd., Class H(1)		568,000		203,274
China Shipping Development Co., Ltd., Class H		74,000		104,609
China Southern Airlines Co., Ltd., Class H(1)		234,000		68,360
China Taiping Insurance Holdings Co., Ltd.(1)		101,000		353,400
China Telecom Corp., Ltd., Class H		2,000,000		883,954
China Travel International Investment Hong Kong, Ltd.		468,000		95,535
China Unicom, Ltd.		690,372		876,077
China Vanke Co., Ltd., Class B		445,120		550,567
China Yurun Food Group, Ltd.		214,000		438,737
China Zhongwang Holdings, Ltd.(1)		464,000		435,578
Chongqing Changan Automobile Co., Ltd., Class B		212,136		157,722
Citic Pacific, Ltd.		205,000		527,002
CNOOC, Ltd.		1,411,000		2,092,066
Cnpc Hong Kong, Ltd.		200,000		209,105
Cosco Pacific, Ltd.		198,000		274,011
Country Garden Holdings Co.		626,000		240,021
Ctrip.com International, Ltd. ADR(1)		9,000		481,860
Datang International Power Generation Co., Ltd., Class H		396,000		185,048
Dazhong Transportation Group Co., Ltd., Class B		84,750		59,014
Denway Motors, Ltd.		984,000		471,010
Dongfeng Motor Corp., Class H		664,000		790,289
Fibrechem Technologies, Ltd.(1)		100,200		0
Focus Media Holding, Ltd. ADR(1)		33,500		403,340
FU JI Food & Catering Services(1)		83,000		0
Global Bio-chem Technology Group Co., Ltd.		1,000,000		244,675
Golden Eagle Retail Group, Ltd.		168,000		288,947
Guangdong Investment, Ltd.		352,000		185,749
Guangzhou R&F Properties Co., Ltd., Class H		162,400		304,310
Harbin Power Equipment Co., Ltd., Class H		248,000		230,377
Hengdeli Holdings, Ltd.		210,000		68,377
Huaneng Power International, Inc., Class H		512,000		326,180
Industrial & Commercial Bank of China, Ltd., Class H		3,378,000		2,687,587
Inner Mongolia Eerduosi Cashmere Products Co., Ltd., Class B		110,000		78,042
Inner Mongolia Yitai Coal Co., Ltd., Class B		49,800		319,282
Jiangsu Expressway Co., Ltd., Class H		360,000		319,227
Jiangxi Copper Co., Ltd., Class H		174,000		394,239
Kingboard Chemical Holdings, Ltd.		48,500		195,208
Konka Group Co., Ltd., Class B		303,800		118,327
Lenovo Group, Ltd.		512,000		287,664
Li Ning Co., Ltd.		192,500		523,490
Maanshan Iron & Steel Co., Ltd., Class H(1)		166,000		99,930
Mindray Medical International, Ltd. ADR		10,300		316,519
NetEase.com, Inc. ADR(1)		14,300		552,266
New Oriental Education & Technology Group, Inc. ADR(1)		7,400		516,816
Nine Dragons Paper Holdings, Ltd.		181,000		257,900
Parkson Retail Group, Ltd.		345,000		558,542
PetroChina Co., Ltd., Class H		1,856,000		2,233,287
PICC Property & Casualty Co., Ltd., Class H(1)		360,000		265,616
Ping An Insurance (Group) Co. of China, Ltd., Class H		82,000		718,122
Poly (Hong Kong) Investment, Ltd.		93,000		106,413
Ports Design, Ltd.		39,500		106,197
Shanda Interactive Entertainment, Ltd. ADR(1)		5,800		253,344
Shandong Chenming Paper Holdings, Ltd., Class H		79,800		55,639
Shandong Weigao Group Medical Polymer Co., Ltd., Class H		124,000		435,097
Shanghai Electric Group Co., Ltd., Class H		640,000		300,562
Shanghai Friendship Group, Inc. Co., Class B		48,620		58,007
Shanghai Industrial Holdings, Ltd.		53,000		248,980
Shanghai Jin Jiang International Hotels Group Co., Ltd., Class H		404,000		123,322
Shanghai Zhenhua Heavy Industry Co., Ltd., Class B		224,250		186,028

See notes to financial statements

7

Eaton Vance Structured Emerging Markets Fundas of October 31, 2009

PORTFOLIO OF INVESTMENTS CONT’D

Security	Shares		Value
China (continued)
Shimao Property Holdings, Ltd.		49,000	$	91,145
SINA Corp.(1)		4,500		168,255
Sino-Ocean Land Holdings, Ltd.		195,000		189,391
Sinopec Shanghai Petrochemical Co., Ltd., Class H(1)		254,000		101,799
Sinotrans Shipping, Ltd.		512,000		229,939
Sinotruk Hong Kong, Ltd.		55,500		65,992
Sohu.com, Inc.(1)		5,300		294,680
Suntech Power Holdings Co., Ltd. ADR(1)		27,000		342,090
Tencent Holdings, Ltd.		79,600		1,386,041
Tingyi (Cayman Islands) Holding Corp.		334,000		745,233
Tsingtao Brewery Co., Ltd., Class H		76,000		308,769
Want Want China Holdings, Ltd.		1,231,000		723,221
Wumart Stores, Inc., Class H		55,000		93,409
Yangzijiang Shipbuilding Holdings, Ltd.		355,000		248,495
Yantai Changyu Pioneer Wine Co., Ltd., Class B		50,200		369,021
Yanzhou Coal Mining Co., Ltd., Class H		260,000		401,950
Zhejiang Expressway Co., Ltd., Class H		210,000		178,879
Zijin Mining Group Co., Ltd., Class H		352,000		340,714
ZTE Corp., Class H		115,752		643,610
			$	61,862,127
Colombia — 0.7%
Almacenes Exito SA		102,500	$	796,226
Banco de Bogota		3,600		57,586
Bancolombia SA ADR, PFC Shares		28,700		1,135,946
Cementos Argos SA		22,360		111,772
Cia Colombiana de Inversiones SA		21,337		517,293
Cia de Cemento Argos SA		72,900		553,173
Corporacion Financiera Colombiana SA		11,604		128,772
Ecopetrol SA		799,340		1,018,904
Empresa de Telecommunicaciones de Bogota SA		647,380		312,283
Grupo Aval Acciones y Valores SA		215,300		79,534
Grupo de Inversiones Suramericana		43,700		491,502
Grupo Nacional de Chocolates SA		67,045		698,434
Interconexion Electrica SA		131,760		765,334
ISAGEN SA ESP		426,200		446,333
Proenergia Internacional(1)(2)		4,360		0
Promigas SA		4,360		83,691
Textiles Fabricato Tejicondor SA(1)		4,522,600		47,475
			$	7,244,258
Croatia — 0.7%
Adris Grupa DD, PFC Shares		11,430	$	604,794
Atlantska Plovidba DD		5,167		1,042,438
Dalekovod DD(1)		4,050		320,735
Ericsson Nikola Tesla		1,100		297,965
Hrvatske Telekomunikacije DD		56,585		3,066,982
INA Industrija Nafte DD(1)		2,037		689,878
Institut IGH DD		350		254,251
Koncar-Elektroindustrija DD(1)		3,419		315,661
Podravka Prehrambena Industija DD(1)		5,675		324,156
Privredna Banka Zagreb DD(1)		3,177		389,374
			$	7,306,234
Czech Republic — 1.9%
CEZ AS		139,760	$	6,882,362
Komercni Banka AS		23,364		4,581,696
New World Resources NV, Class A		226,200		2,023,819
Philip Morris CR AS		1,613		775,452
Telefonica 02 Czech Republic AS		98,804		2,327,929
Unipetrol AS(1)		195,323		1,458,252
			$	18,049,510
Egypt — 1.6%
Alexandria Mineral Oils Co.		7,520	$	56,781
Arab Cotton Ginning		292,800		278,316
Commercial International Bank		133,902		1,386,290
Delta Sugar Co.(1)		19,428		90,394
Eastern Tobacco		16,004		364,182
Egypt Kuwaiti Holding Co.		274,179		649,462
Egyptian Financial & Industrial Co.		87,400		380,621
Egyptian Financial Group-Hermes Holding SAE		133,671		778,718
Egyptian for Tourism Resorts(1)		377,250		155,103
Egyptian International Pharmaceutical Industrial Co.		23,900		160,790
Egyptian Media Production City(1)		292,174		309,453
El Ezz Aldekhela Steel Alexa Co.		2,400		353,883
El Ezz Steel Rebars SAE		213,145		624,064
El Sewedy Cables Holding Co.		35,673		475,021
El Watany Bank of Egypt		12,400		100,052
Maridive & Oil Services SAE		119,000		518,092
Medinet Nasr for Housing		10,375		61,079
Misr Beni Suef Cement Co.		5,940		140,904
MobiNil-Egyptian Co. for Mobil Services		14,100		542,252
National Societe General Bank		38,700		197,550
Olympic Group Financial Investments		119,400		664,923
Orascom Construction Industries (OCI)		58,622		2,751,360
Orascom Telecom Holding SAE		243,990		1,627,194
Oriental Weavers Co.		31,299		189,994
Palm Hills Developments SAE(1)		105,000		168,813
Pioneers Holding		272,000		332,980
Sidi Kerir Petrochemicals Co.		227,000		485,107
Six of October Development & Investment Co.(1)		14,000		249,196

See notes to financial statements

8

Eaton Vance Structured Emerging Markets Fundas of October 31, 2009

PORTFOLIO OF INVESTMENTS CONT’D

Security	Shares		Value
Egypt (continued)
South Valley Cement(1)		226,702	$	322,747
Suez Cement Co.		10,700		66,126
Talaat Moustafa Group(1)		389,300		515,012
Telecom Egypt		203,284		658,642
			$	15,655,101
Estonia — 0.8%
AS Baltika(1)		22,505	$	24,251
AS Merko Ehitus		105,168		819,705
AS Nordecon International		349,200		726,177
AS Norma		17,006		94,931
AS Olympic Entertainment Group(1)		1,319,390		1,397,787
AS Tallink Group, Ltd.(1)		4,723,752		2,615,374
AS Tallinna Kaubamaja		208,840		1,181,579
AS Tallinna Vesi		42,390		622,396
			$	7,482,200
Ghana — 0.2%
Aluworks Ghana, Ltd.(1)		457,409	$	119,807
CAL Bank, Ltd.		1,298,010		199,589
Cocoa Processing Co., Ltd.		269,722		5,656
Ghana Commercial Bank, Ltd.		1,453,841		914,525
HFC Bank Ghana, Ltd.		1,235,326		535,315
Produce Buying Co., Ltd.		582,428		72,615
Standard Chartered Bank of Ghana, Ltd.		24,700		504,962
			$	2,352,469
Hungary — 2.1%
EGIS Rt.		6,664	$	702,526
Fotex Holding SE Co., Ltd.(1)		25,100		55,867
Magyar Telekom Rt.		1,004,520		4,330,646
MOL Hungarian Oil & Gas Rt.(1)		59,450		4,966,701
OTP Bank Rt.(1)		232,000		6,523,716
Richter Gedeon Rt.		19,810		4,125,664
			$	20,705,120
India — 6.0%
ABB, Ltd.		5,400	$	87,005
ACC, Ltd.		20,570		323,580
Aditya Birla Nuvo, Ltd.		3,402		56,858
Areva T&D India, Ltd.		34,500		203,095
Asian Paints, Ltd.		8,730		302,146
Axis Bank, Ltd.		28,600		542,785
Bajaj Auto, Ltd.		13,280		389,841
Bajaj Hindusthan, Ltd.		40,000		163,167
Bajaj Holdings & Investment, Ltd.		5,130		52,717
Bank of Baroda		9,660		103,358
Bank of India		64,300		448,956
Bharat Forge, Ltd.		19,650		101,639
Bharat Heavy Electricals, Ltd.		24,640		1,151,421
Bharti Airtel, Ltd.		425,860		2,629,284
Cairn India, Ltd.(1)		79,000		435,929
Canara Bank, Ltd.		12,400		89,964
Cipla, Ltd.		95,010		565,099
Colgate-Palmolive (India), Ltd.		9,000		133,260
Container Corp. of India, Ltd.		14,760		343,763
Crompton Greaves, Ltd.		16,800		135,102
Dabur India, Ltd.		72,200		232,173
Deccan Chronicle Holdings, Ltd.		27,600		79,807
Divi’s Laboratories, Ltd.		7,400		82,676
DLF, Ltd.		31,200		241,815
Dr. Reddy’s Laboratories, Ltd.		22,620		484,213
Educomp Solutions, Ltd.		24,565		409,750
Essar Oil, Ltd.(1)		102,130		283,570
Exide Industries, Ltd.		35,200		72,640
Gail India, Ltd.		105,050		765,417
GlaxoSmithKline Pharmaceuticals, Ltd.		4,480		148,065
Glenmark Pharmaceuticals, Ltd.		44,960		212,102
GMR Infrastructure(1)		248,000		325,308
Grasim Industries, Ltd.		2,830		129,680
Gujarat Ambuja Cements, Ltd.		44,800		84,063
Gujarat State Petronet, Ltd.(1)		144,200		243,776
GVK Power & Infrastructure, Ltd.(1)		180,000		167,287
HCL Technologies, Ltd.		21,100		135,283
HDFC Bank, Ltd.		32,624		1,113,976
Hero Honda Motors, Ltd.		20,500		676,769
Hindalco Industries, Ltd.		90,810		232,708
Hindustan Unilever, Ltd.		288,600		1,705,695
Hindustan Zinc, Ltd.		6,840		129,820
Housing Development & Infrastructure, Ltd.(1)		29,714		196,035
Housing Development Finance Corp.		44,700		2,486,953
ICICI Bank, Ltd.		125,670		2,081,089
Idea Cellular, Ltd.(1)		273,500		297,236
IFCI, Ltd.		68,000		62,486
Indiabulls Financial Services, Ltd.		18,100		63,961
Indiabulls Real Estate, Ltd.(1)		91,700		470,962
Indiabulls Securities, Ltd.		94,300		90,804
Indian Hotels Co., Ltd.		52,680		80,728
Indian Oil Corp., Ltd.		71,000		465,580
Infosys Technologies, Ltd.		82,600		3,850,764
Infosys Technologies, Ltd. ADR		3,800		174,800
Infrastructure Development Finance Co., Ltd.		76,600		236,543
ITC, Ltd.		276,530		1,495,974

See notes to financial statements

9

Eaton Vance Structured Emerging Markets Fundas of October 31, 2009

PORTFOLIO OF INVESTMENTS CONT’D

Security	Shares		Value
India (continued)
IVRCL Infrastructures & Projects, Ltd.		95,800	$	699,447
Jaiprakash Associates, Ltd.		111,200		489,233
Jindal Steel & Power, Ltd.		77,700		1,041,500
JSW Steel, Ltd.		7,600		120,200
Kotak Mahindra Bank, Ltd.		59,100		876,920
Lanco Infratech, Ltd.(1)		13,900		141,658
Larsen & Toubro, Ltd.		36,360		1,195,456
Larsen & Toubro, Ltd. GDR		1,600		53,419
Lupin, Ltd.		3,900		102,163
Mahindra & Mahindra, Ltd.		53,480		1,028,377
Maruti Udyog, Ltd.		25,450		746,417
Motor Industries Co., Ltd.		1,130		101,760
Mphasis, Ltd.		14,800		210,347
Mundra Port & Special Economic Zone, Ltd.		29,400		310,966
Nestle India, Ltd.		9,530		518,629
Nicholas Piramal India, Ltd.		32,000		254,177
NTPC, Ltd.		305,300		1,364,441
Oil & Natural Gas Corp., Ltd.		70,470		1,682,322
Power Grid Corp. of India, Ltd.		185,700		403,664
Punj Lloyd, Ltd.		36,200		152,094
Ranbaxy Laboratories, Ltd.(1)		28,560		233,138
Reliance Capital, Ltd.		36,835		573,493
Reliance Communications, Ltd.		230,960		848,155
Reliance Industries, Ltd.		126,419		5,103,639
Reliance Infrastructure, Ltd.		41,400		909,836
Reliance Natural Resources, Ltd.(1)		207,800		277,872
Reliance Power, Ltd.(1)		145,300		425,528
Satyam Computer Services, Ltd.		144,150		311,051
Sesa Goa, Ltd.		37,000		238,583
Shree Renuka Sugars, Ltd.		55,000		214,225
Siemens India, Ltd.		7,380		78,914
State Bank of India		12,000		551,199
State Bank of India GDR		9,600		876,812
Steel Authority of India, Ltd.		155,400		537,563
Sterlite Industries (India), Ltd.		49,280		796,436
Sun Pharmaceuticals Industries, Ltd.		22,200		651,334
Sun TV Network, Ltd.		12,400		81,505
Suzlon Energy, Ltd.(1)		78,150		108,107
Tata Communications, Ltd.		31,000		251,639
Tata Consultancy Services, Ltd.		85,500		1,141,963
Tata Motors, Ltd.		21,050		248,634
Tata Power Co., Ltd.		29,990		837,650
Tata Steel, Ltd.		38,896		384,386
Tata Tea, Ltd.		11,800		214,252
Tata Teleservices Maharashtra, Ltd.(1)		365,500		202,551
Titan Industries, Ltd.		3,300		87,389
Torrent Power, Ltd.		44,700		262,954
Unitech, Ltd.		35,100		59,518
United Spirits, Ltd.		18,500		411,787
Voltas, Ltd.		39,000		131,367
Wipro, Ltd.		52,100		668,177
Zee Entertainment Enterprises, Ltd.		73,557		354,612
			$	57,836,936
Indonesia — 3.0%
Adaro Energy PT		6,000,000	$	946,599
Aneka Tambang Tbk PT		2,434,000		565,643
Astra Argo Lestari Tbk PT		321,000		712,611
Astra International Tbk PT		1,254,200		4,035,133
Bakrie & Brothers Tbk PT(1)		47,245,500		479,706
Bakrie Sumatera Plantations Tbk PT		556,500		39,586
Bank Central Asia Tbk PT		4,759,500		2,241,256
Bank Danamon Indonesia Tbk PT		2,004,803		935,253
Bank Mandiri Tbk PT		3,135,500		1,504,585
Bank Pan Indonesia Tbk PT(1)		1,456,500		116,935
Bank Rakyat Indonesia PT		2,407,500		1,751,931
Barito Pacific Tbk PT(1)		665,800		94,842
Berlian Laju Tanker Tbk PT		904,000		66,057
Bumi Resources Tbk PT		11,727,000		2,823,128
Energi Mega Persada Tbk PT(1)		1,550,700		44,842
Gudang Garam Tbk PT		179,000		263,315
Indah Kiat Pulp & Paper Corp. Tbk PT(1)		1,021,000		188,928
Indocement Tunggal Prakarsa Tbk PT		167,000		190,157
Indofood Sukses Makmur Tbk PT		2,314,000		731,314
Indosat Tbk PT		1,134,000		602,357
International Nickel Indonesia Tbk PT(1)		1,665,500		690,199
Kalbe Farma Tbk PT		1,745,500		218,912
Lippo Karawaci Tbk PT(1)		5,149,500		348,333
Medco Energi Internasional Tbk PT		2,095,000		585,519
Perusahaan Gas Negara PT		3,904,000		1,452,615
Perusahaan Perkebunan London Sumatra Indonesia Tbk PT		155,500		123,985
PT AKR Corporindo Tbk		861,500		100,762
PT Indo Tambangraya Megah Tbk		221,500		516,501
Semen Gresik (Persero) Tbk PT		301,000		212,718
Tambang Batubara Bukit Asam Tbk PT		404,500		630,161
Telekomunikasi Indonesia Tbk PT		2,855,000		2,458,479
Unilever Indonesia Tbk PT		711,800		744,457
United Tractors Tbk PT		1,577,000		2,417,932
			$	28,834,751
Israel — 3.1%
Alony Hetz Properties & Investments, Ltd.		18,100	$	64,290
Alvarion, Ltd.(1)		8,900		35,706
Avner Oil & Gas, Ltd.		850,000		266,867

See notes to financial statements

10

Eaton Vance Structured Emerging Markets Fundas of October 31, 2009

PORTFOLIO OF INVESTMENTS CONT’D

Security	Shares		Value
Israel (continued)
Bank Hapoalim B.M.(1)		354,331	$	1,293,573
Bank Leumi Le-Israel(1)		432,508		1,689,153
Bezeq Israeli Telecommunication Corp., Ltd.		546,135		1,218,821
Cellcom Israel, Ltd.		26,200		788,358
Check Point Software Technologies, Ltd.(1)		55,206		1,715,250
Clal Industries, Ltd.(1)		14,400		73,463
Clal Insurance Enterprise Holdings, Ltd.(1)		2,810		59,487
Delek Group, Ltd.		2,130		351,895
Discount Investment Corp.		16,400		385,361
Elbit Systems, Ltd.		9,950		602,831
Ezchip Semiconductor, Ltd.(1)		6,700		80,199
Frutarom		8,107		65,755
Gazit Globe (1982), Ltd.		12,000		110,902
Gilat Satellite Networks, Ltd.(1)		11,760		52,802
Harel Insurance Investments & Financial Services, Ltd.(1)		11,680		552,873
Housing & Construction Holdings, Ltd.		118,000		206,684
IDB Holding Corp., Ltd.		2,900		68,193
Israel Chemicals, Ltd.		235,061		2,745,614
Israel Corp., Ltd.(1)		1,275		876,878
Israel Discount Bank, Ltd., Series A		346,200		660,870
Isramco Negev 2, LP(1)		3,686,000		379,057
Koor Industries, Ltd.		8,510		243,996
Makhteshim-Agan Industries, Ltd.		104,897		490,278
Mellanox Technologies, Ltd.(1)		4,200		73,853
Menorah Mivtachim Holdings, Ltd.(1)		6,900		79,109
Migdal Insurance & Financial, Ltd. Holdings(1)		38,400		60,185
Mizrahi Tefahot Bank, Ltd.(1)		61,040		496,086
Ness Technologies, Inc.(1)		17,200		113,348
Nice Systems, Ltd.(1)		18,423		573,274
Oil Refineries, Ltd.		162,600		89,304
Orbotech, Ltd.(1)		20,000		186,000
Ormat Industries, Ltd.		27,300		237,985
Osem Investment, Ltd.		19,544		253,535
Partner Communications Co., Ltd.		41,300		783,083
Paz Oil Co., Ltd.		2,100		327,093
Strauss Group, Ltd.		23,300		302,011
Supersol, Ltd.		26,000		123,043
Teva Pharmaceutical Industries, Ltd. ADR		220,704		11,141,138
			$	29,918,203
Jordan — 0.8%
Arab Bank PLC		201,285	$	3,790,785
Arab Potash Co., PLC		23,800		1,010,362
Bank of Jordan		11,100		35,391
Capital Bank of Jordan(1)		185,557		361,551
Jordan Ahli Bank		14,700		31,474
Jordan Petroleum Refinery		28,400		292,298
Jordan Phosphate Mines		15,900		387,610
Jordan Steel		57,402		213,781
Jordan Telecom Corp.		37,600		270,897
Jordanian Electric Power Co.		113,889		603,112
Lafarge Jordan Cement		5,600		55,700
Middle East Complex for Engineering, Electric, & Heavy Industries PLC(1)		69,800		150,469
Taameer Jordan Co.(1)		279,605		229,122
Union Land Development(1)		32,100		99,710
United Arab Investors(1)		335,925		284,582
			$	7,816,844
Kazakhstan — 0.3%
KazMunaiGas Exploration Production GDR		123,400	$	2,910,702
			$	2,910,702
Kenya — 0.8%
Athi River Mining, Ltd.		78,100	$	99,578
Bamburi Cement Co., Ltd.		172,700		378,929
Barclays Bank of Kenya, Ltd.		716,965		427,263
East African Breweries, Ltd.		884,080		1,679,648
Equity Bank, Ltd.		5,398,700		1,032,289
KenolKobil, Ltd.		409,000		255,625
Kenya Airways, Ltd.		345,800		112,079
Kenya Commercial Bank, Ltd.		2,795,300		731,866
Kenya Electricity Generating Co., Ltd.		2,321,100		322,535
Kenya Power & Lighting, Ltd.		83,900		158,368
Mumias Sugar Co., Ltd.		856,800		78,577
Nation Media Group, Ltd.		206,200		330,526
Safaricom, Ltd.		34,362,672		1,840,258
Standard Chartered Bank Kenya, Ltd.		62,800		121,555
			$	7,569,096
Kuwait — 0.9%
Aerated Concrete Industries Co.		189,000	$	264,382
Agility(1)		50,000		202,833
Al Safwa Group Co.(1)		800,000		144,302
Boubyan Bank KSC(1)		100,000		181,850
Boubyan Petrochemicals Co.		220,000		319,287
Burgan Bank SAK(1)		196,000		267,319
Burgan Co. For Well Drilling, Trading & Maintenance KSCC		75,250		148,205
Commercial Bank of Kuwait SAK		50,000		173,107
Commercial Real Estate Co. KSCC(1)		406,600		179,163
Global Investment House KSCC(1)		527,500		199,231

See notes to financial statements

11

Eaton Vance Structured Emerging Markets Fundas of October 31, 2009

PORTFOLIO OF INVESTMENTS CONT’D

Security	Shares		Value
Kuwait (continued)
Gulf Bank(1)		260,000	$	295,506
Gulf Cable & Electrical Industries		50,000		323,082
Kuwait Finance House KSC		247,100		1,019,682
Kuwait Foods Co. (Americana)		45,000		283,266
Kuwait International Bank(1)		154,000		119,559
Kuwait Projects Co. Holdings KSC		45,000		76,325
Mabanee Co. SAKC(1)		38,500		95,594
Mobile Telecommunications Co.		387,500		1,571,953
National Bank of Kuwait SAK		322,750		1,354,433
National Industries Group Holding(1)		390,000		511,453
National Investment Co.(1)		120,000		182,549
National Real Estate Co.(1)		210,000		212,457
Sultan Center Food Products Co.(1)		220,000		187,725
			$	8,313,263
Latvia — 0.1%
Grindeks(1)		42,000	$	393,716
Latvian Shipping Co.(1)		735,000		686,512
			$	1,080,228
Lebanon — 0.3%
Solidere		83,555	$	2,182,457
Solidere GDR(3)		28,500		748,856
			$	2,931,313
Lithuania — 0.3%
Apranga PVA(1)		278,536	$	268,568
Invalda PVA(1)		19,100		17,298
Klaipedos Nafta PVA		1,345,900		548,656
Lietuvos Dujos		31,900		32,257
Lietuvos Energija(1)		42,400		54,510
Pieno Zvaigzdes		63,600		81,106
Rokiskio Suris(1)		69,800		90,506
Rytu Skirstomieji Tinklai(1)		88,200		80,109
Sanitas(1)		55,400		223,885
Siauliu Bankas(1)		774,861		353,963
Ukio Bankas Commercial Bank(1)		1,672,935		850,198
			$	2,601,056
Malaysia — 3.1%
Airasia Bhd(1)		915,300	$	359,890
Alliance Financial Group Bhd		385,700		275,587
AMMB Holdings Bhd		459,200		631,363
Astro All Asia Networks PLC		414,000		399,290
Batu Kawan Bhd		90,500		262,441
Berjaya Sports Toto Bhd		297,214		374,632
British American Tobacco Malaysia Bhd		35,500		466,214
Bursa Malaysia Bhd		131,700		311,498
CIMB Group Holdings Bhd		363,800		1,319,842
Dialog Group Bhd		221,900		83,712
Digi.com Bhd		65,600		418,897
Gamuda Bhd		1,076,200		982,617
Genting Bhd		626,600		1,317,198
Genting Plantations Bhd		163,400		292,131
Hong Leong Bank Bhd		178,000		389,227
Hong Leong Financial Group Bhd		145,000		262,328
IGB Corp. Bhd(1)		173,500		98,544
IJM Corp. Bhd		645,490		900,354
IOI Corp. Bhd		925,705		1,435,313
Kencana Petroleum Bhd		233,700		148,042
Kinsteel Bhd		202,200		54,490
KNM Group Bhd		4,983,800		1,131,071
Kuala Lumpur Kepong Bhd		128,500		561,176
Kulim (Malaysia) Bhd		141,000		303,212
Lafarge Malayan Cement Bhd		270,150		476,729
Lion Industries Corp. Bhd		540,300		220,935
Malayan Banking Bhd		727,487		1,408,920
Malaysian Airline System Bhd(1)		165,733		150,044
Malaysian Airline System Bhd, PFC Shares		33,533		7,714
Malaysian Bulk Carriers Bhd		102,200		92,934
Malaysian Resources Corp. Bhd(1)		949,000		374,968
MISC Bhd		317,000		824,009
MMC Corp. Bhd		540,000		391,351
Multi-Purpose Holdings Bhd		121,440		65,781
Parkson Holdings Bhd		205,040		304,213
Petra Perdana Bhd		83,400		63,281
Petronas Dagangan Bhd		259,700		675,582
Petronas Gas Bhd		135,200		386,450
PLUS (Projek Lebuhraya Utara Selatan) Expressways Bhd		411,900		397,038
PPB Group Bhd		117,700		519,772
Public Bank Bhd		306,720		955,468
Resorts World Bhd		1,117,800		892,847
RHB Capital Bhd		62,100		97,424
SapuraCrest Petroleum Bhd		208,100		125,552
Sarawak Energy Bhd		152,400		115,353
Shell Refining Co. Bhd		36,900		115,701
Sime Darby Bhd		1,254,839		3,244,518
Sino Hua-An International Bhd(1)		401,500		54,737
SP Setia Bhd		228,600		257,059
TA Enterprise Bhd		323,000		72,170
TA Global Bhd(1)		193,800		55,242
TA Global Bhd, PFC Shares(1)		193,800		0

See notes to financial statements

12

Eaton Vance Structured Emerging Markets Fundas of October 31, 2009

PORTFOLIO OF INVESTMENTS CONT’D

Security	Shares		Value
Malaysia (continued)
Tanjong PLC		72,100	$	319,029
Telekom Malaysia Bhd		381,100		334,922
Tenaga Nasional Bhd		502,100		1,230,658
Titan Chemicals Corp. Bhd(1)		168,000		56,559
TM International Bhd(1)		1,004,850		855,769
Top Glove Corp. Bhd		97,000		231,090
UEM Land Holdings Bhd(1)		510,500		247,275
UMW Holdings Bhd		78,000		143,653
Wah Seong Corp. Bhd		432,125		304,552
WCT Bhd		351,800		267,960
WTK Holdings Bhd		154,250		51,998
YNH Property Bhd(1)		158,059		77,772
YTL Corp. Bhd		189,006		401,930
YTL Power International Bhd		615,821		386,970
			$	30,034,998
Mauritius — 0.8%
Ireland Blyth, Ltd.		31,600	$	62,418
Mauritius Commercial Bank		509,000		2,448,100
Mauritius Development Investment Trust Co., Ltd.		80,700		12,005
Naiade Resorts, Ltd.		359,100		528,263
New Mauritius Hotels, Ltd.		525,350		2,316,386
Rogers & Co., Ltd.		13,200		141,283
State Bank of Mauritius, Ltd.		425,800		1,126,083
Sun Resorts, Ltd.		234,775		620,892
United Basalt Products, Ltd.		36,000		84,496
United Docks, Ltd.(1)		27,400		83,332
			$	7,423,258
Mexico — 6.2%
Alfa SA de CV, Series A		281,000	$	1,436,524
America Movil SAB de CV, Series L		5,940,920		13,043,815
Axtel SA de CV, Series CPO(1)		367,100		273,857
Banco Compartamos SA de CV		282,800		1,159,793
Bolsa Mexicana de Valores SA de CV(1)		630,000		725,248
Carso Global Telecom SA de CV, Series A1(1)		171,400		665,933
Carso Infraestructura y Construccion SA(1)		358,400		200,864
Cemex SAB de CV, Series CPO(1)		5,100,658		5,311,676
Coca-Cola Femsa SA de CV, Series L		30,200		164,452
Consorcio ARA SA de CV(1)		459,200		288,657
Corporacion GEO SA de CV, Series B(1)		194,300		514,896
Corporacion Moctezuma SA de CV		27,500		58,421
Desarrolladora Homex SA de CV(1)		81,500		485,775
Embotelladoras Arca SA		100,000		250,611
Empresas ICA SAB de CV(1)		513,100		1,125,002
Fomento Economico Mexicano SA de CV, Series UBD		784,900		3,328,933
Grupo Aeroportuario del Pacifico SA de CV, Class B		41,500		104,349
Grupo Aeroportuario del Sureste SAB de CV, Class B		95,500		390,571
Grupo Bimbo SA de CV, Series A		223,300		1,290,544
Grupo Carso SA de CV, Series A1		484,700		1,503,612
Grupo Elektra SA de CV		24,000		979,722
Grupo Financiero Banorte SA de CV, Class O		1,469,300		4,819,493
Grupo Financiero Inbursa SA de CV, Class O		1,027,700		2,900,871
Grupo Mexico SA de CV, Series B(1)		2,363,326		4,653,714
Grupo Modelo SA de CV, Series C(1)		260,000		1,205,112
Grupo Simec SA de CV, Series B(1)		92,000		225,197
Grupo Televisa SA, Series CPO		535,800		2,045,607
Impulsora del Desarrollo y el Empleo en America Latina SA de CV, Series B1(1)		919,900		905,705
Industrias CH SA, Series B(1)		25,700		82,606
Industrias Penoles SA de CV		67,800		1,255,381
Kimberly-Clark de Mexico SA de CV		189,500		752,044
Mexichem SA de CV		597,991		971,459
Organizacion Soriana SAB de CV, Class B(1)		120,000		267,288
Promotora y Operadora de Infraestructura SA de CV(1)		77,700		141,233
Telefonos de Mexico SA de CV, Series L		1,636,000		1,385,249
Telmex Internacional SAB de CV, Class L		1,602,300		1,031,491
TV Azteca SA de CV, Series CPO		625,000		321,878
Urbi Desarrollos Urbanos SA de CV(1)		178,400		351,294
Wal-Mart de Mexico SAB de CV, Series V		848,100		3,018,250
			$	59,637,127
Morocco — 1.5%
Attijariwafa Bank		46,400	$	1,587,342
Banque Centrale Populaire		25,280		877,211
Banque Marocaine du Commerce Exterieur (BMCE)		63,600		2,013,756
Banque Marocaine pour le Commerce et l’Industrie (BMCI)		2,860		321,677
Centrale Laitiere		85		112,463
Ciments du Maroc		2,250		459,514
Compagnie Generale Immobiliere		2,150		523,827
Cosumar Compagnie Sucriere Marocaine et de Raffinage		1,230		241,825
Credit Immobilier et Hotelier		1,440		68,729
Douja Promotion Groupe Addoha SA		56,300		831,163
Holcim Maroc SA		2,260		537,420
Lafarge Ciments		3,010		572,628
Managem(1)		7,755		268,160
Maroc Telecom		142,500		2,619,534
ONA SA		10,770		1,836,352
RISMA(1)		1,900		63,693
Samir(1)		3,480		267,263
Societe des Brasseries du Maroc		1,590		687,052
Societe Nationale d’Investissement		2,375		522,604

See notes to financial statements

13

Eaton Vance Structured Emerging Markets Fundas of October 31, 2009

PORTFOLIO OF INVESTMENTS CONT’D

Security	Shares		Value
Morocco (continued)
SONASID (Societe Nationale de Siderurgie)		1,320	$	358,013
Wafa Assurance		1,090		272,958
			$	15,043,184
Nigeria — 0.8%
Access Bank PLC		5,970,288	$	252,499
Afribank Nigeria PLC(1)		5,727,146		96,022
African Petroleum PLC		285,989		64,121
Ashaka Cement PLC		221,861		19,313
Benue Cement Co. PLC		1,460,000		408,184
Dangote Sugar Refinery PLC		5,767,032		574,993
Diamond Bank PLC		5,100,000		257,776
Ecobank Transnational, Inc.		1,922,518		184,968
Fidelity Bank/Nigeria		12,200,000		181,541
First Bank of Nigeria PLC		9,985,105		983,019
First City Monument Bank PLC(1)		4,500,000		182,889
Guaranty Trust Bank PLC		6,274,612		644,763
Guiness Nigeria PLC		442,075		398,750
Intercontinental Bank PLC(1)		3,062,209		56,552
Lafarge Cement WAPCO Nigeria PLC		1,228,000		251,898
Nestle Foods Nigeria PLC		151,000		213,615
Nigerian Breweries PLC		1,848,611		668,043
Oando PLC		448,000		276,508
Oceanic Bank International PLC(1)		4,301,220		68,124
PlatinumHabib Bank PLC		2,767,885		39,987
PZ Cussons Nigeria PLC		1,185,000		173,558
Skye Bank PLC		4,525,000		149,451
UAC of Nigeria PLC		900,000		244,734
Union Bank of Nigeria PLC		4,658,654		224,751
United Bank for Africa PLC		6,181,798		487,420
Zenith Bank, Ltd.		6,479,912		619,628
			$	7,723,107
Oman — 0.8%
Bank Dhofar SAOG		373,466	$	586,799
Bank Muscat SAOG		567,695		1,329,460
Bank Sohar(1)		887,000		498,351
Dhofar International Development & Investment Holding Co.		27,600		28,986
Galfar Engineering & Contracting SAOG		368,360		612,486
National Bank of Oman, Ltd.		184,410		154,755
Oman Cables Industry SAOG		93,600		352,231
Oman Cement Co., SAOG		205,500		392,350
Oman Flour Mills Co., Ltd. SAOG		164,100		248,782
Oman International Bank SAOG		342,950		263,400
Oman Telecommunications Co.		486,400		1,654,808
Ominvest		172,199		221,076
Raysut Cement Co., SAOG		130,245		509,575
Renaissance Holdings Co.		301,173		524,991
Shell Oman Marketing Co.		34,398		186,777
			$	7,564,827
Pakistan — 0.8%
Adamjee Insurance Co., Ltd.		201,050	$	305,770
Allied Bank, Ltd.		117,524		81,900
Azgard Nine, Ltd.(1)		491,400		141,940
Bank Alfalah, Ltd.(1)		1,295,638		208,172
D.G. Khan Cement Co., Ltd.(1)		258,360		89,373
Engro Chemical Pakistan, Ltd.		326,200		649,271
Fauji Fertilizer Co., Ltd.		292,352		367,368
Habib Bank, Ltd.		160,000		236,930
Hub Power Co., Ltd.		1,346,700		467,470
Indus Motor Co., Ltd.		24,000		53,525
Jahangir Siddiqui & Co., Ltd.(1)		500,000		211,031
Kot Addu Power Co., Ltd.		218,000		120,240
Lucky Cement, Ltd.		326,500		256,972
Muslim Commercial Bank, Ltd.		489,102		1,249,145
National Bank of Pakistan		211,694		209,410
Nishat Mills, Ltd.		937,800		676,925
Oil & Gas Development Co., Ltd.		524,000		649,974
Pakistan Oil Fields, Ltd.		124,000		321,894
Pakistan Petroleum, Ltd.		224,742		469,156
Pakistan State Oil Co., Ltd.		93,700		342,668
Pakistan Telecommunication Co., Ltd.		1,706,100		383,566
SUI Northern Gas Pipelines, Ltd.		211,000		67,550
United Bank, Ltd.		362,587		250,942
			$	7,811,192
Peru — 1.5%
Alicorp SA		384,800	$	284,400
Austral Group SA(1)		658,650		76,982
Cia de Minas Buenaventura SA ADR		77,980		2,617,789
Cia Minera Atacocha SA, Class B, PFC Shares		39,750		20,907
Cia Minera Milpo SA(1)		317,997		830,793
Credicorp, Ltd.		45,770		3,156,635
Edegel SA		1,180,000		608,456
Edelnor SA		108,248		101,401
Empresa Agroindustrial Casa Grande SA(1)		69,120		180,582
Energia del Sur SA		39,900		167,336
Ferreyros SA		331,542		307,722
Grana y Montero SA		210,612		208,512
Luz del Sur SAA		90,550		138,517
Minsur SA		162,200		401,458

See notes to financial statements

14

Eaton Vance Structured Emerging Markets Fundas of October 31, 2009

PORTFOLIO OF INVESTMENTS CONT’D

Security	Shares		Value
Peru (continued)
Sociedad Minera Cerro Verde SA		19,790	$	451,212
Sociedad Minera el Brocal SA		8,970		131,050
Southern Copper Corp.		111,180		3,502,170
Volcan Cia Minera SA, Class B(1)		1,157,519		1,364,830
			$	14,550,752
Philippines — 1.6%
Aboitiz Equity Ventures, Inc.		3,911,000	$	675,115
Aboitiz Power Corp.		1,765,000		274,257
Alliance Global Group, Inc.(1)		4,540,000		403,577
Altlas Consolidated Mining & Development Corp.(1)		500,000		91,394
Ayala Corp.		134,196		812,006
Ayala Land, Inc.		3,951,800		854,472
Banco De Oro		701,020		508,840
Bank of the Philippine Islands		943,100		917,619
Benpres Holdings Corp.(1)		4,600,000		336,775
Filinvest Land, Inc.		3,449,000		64,929
First Gen Corp.(1)		709,950		234,085
First Philippine Holdings Corp.(1)		70,100		68,621
Globe Telecom, Inc.		18,040		345,879
Holcim Philippines, Inc.		1,492,000		150,299
International Container Terminal Services, Inc.		388,900		164,668
JG Summit Holding, Inc.		2,411,900		318,790
Jollibee Foods Corp.		363,300		386,475
Manila Electric Co.		300,400		1,167,999
Manila Water Co.		254,600		85,936
Megaworld Corp.		2,476,800		77,870
Megaworld Corp.(4)		619,200		19,468
Metropolitan Bank & Trust Co.		581,600		491,979
Philex Mining Corp.(1)		4,017,125		955,125
Philippine Long Distance Telephone Co.		45,620		2,451,816
PNOC Energy Development Corp.		4,051,000		349,865
Robinsons Land Corp.		411,400		104,465
San Miguel Corp., Class B		649,500		894,501
SM Investments Corp.		155,938		1,018,426
SM Prime Holdings, Inc.		3,202,799		664,142
Universal Robina Corp.		1,399,600		365,017
Vista Land & Lifescapes, Inc.(1)		3,675,000		150,164
			$	15,404,574
Poland — 3.0%
Agora SA(1)		79,030	$	518,594
AmRest Holdings NV(1)		4,410		107,338
Bank Handlowy w Warszawie SA(1)		14,170		310,753
Bank Millennium SA(1)		176,600		289,844
Bank Pekao SA(1)		58,138		3,120,511
Bank Zachodni WBK SA(1)		10,600		565,886
Bioton SA(1)		3,980,100		313,063
BRE Bank SA(1)		6,003		556,501
Budimex SA		18,100		496,787
Cersanit SA(1)		87,100		426,276
Cyfrowy Polsat SA		111,200		536,839
Debica SA		2,520		53,964
Dom Development SA		7,570		115,187
Echo Investment SA(1)		150,000		215,121
Eurocash SA		63,000		307,539
Farmacol SA(1)		4,040		57,688
Getin Holding SA(1)		233,150		663,544
Globe Trade Centre SA(1)		53,590		462,378
Grupa Kety SA(1)		9,600		348,406
Grupa Lotos SA(1)		26,453		240,445
ING Bank Slaski SA w Katowicach(1)		1,685		378,117
KGHM Polska Miedz SA		64,080		2,156,973
LPP SA(1)		275		136,062
Mondi Swiecie SA(1)		9,600		234,439
Mostostal-Warszawa SA(1)		3,160		72,252
Multimedia Polska SA(1)		89,740		215,685
Netia SA(1)		401,654		584,635
NG2 SA		3,810		53,184
Orbis SA(1)		30,000		474,295
PBG SA(1)		11,720		912,886
Polimex Mostostal SA		636,500		818,440
Polish Oil & Gas		558,200		679,710
Polnord SA(1)		20,350		241,656
Polski Koncern Naftowy Orlen SA(1)		151,000		1,571,717
Powszechna Kasa Oszczednosci Bank Polski SA		264,710		3,136,546
Przedsiebiorstwo Eksportu i Importu KOPEX SA(1)		13,800		122,786
Softbank SA		68,173		1,369,739
Telekomunikacja Polska SA		767,350		4,503,355
TVN SA		260,420		1,290,525
Vistula Group SA(1)		400,000		301,202
Zaklad Przetworstwa Hutniczego Stalprodukt SA		1,900		346,937
			$	29,307,805
Qatar — 1.6%
Aamal Holding		60,200	$	525,728
Barwa Real Estate Co.(1)		40,993		383,063
Commercial Bank of Qatar		34,157		667,035
Doha Bank, Ltd.		33,176		424,558
First Finance Co.		53,357		329,536
Gulf International Services QSC		61,750		560,619
Industries Qatar		89,335		2,722,241
Masraf Al Rayan		223,300		759,237

See notes to financial statements

15

Eaton Vance Structured Emerging Markets Fundas of October 31, 2009

PORTFOLIO OF INVESTMENTS CONT’D

Security	Shares		Value
Qatar (continued)
Qatar Electricity & Water Co.		37,000	$	1,012,144
Qatar Fuel		10,020		458,210
Qatar Gas Transport Co., Ltd. (NAKILAT)(1)		203,330		1,351,033
Qatar Insurance Co.		18,635		329,662
Qatar International Islamic Bank		27,943		346,564
Qatar Islamic Bank		34,387		775,102
Qatar National Bank		48,092		2,010,558
Qatar National Cement Co.		10,500		235,874
Qatar National Navigation		23,896		437,736
Qatar Shipping Co.		43,836		403,618
Qatar Telecom QSC		41,902		1,852,855
Salam International Investment Co., Ltd.		53,000		164,507
United Development Co.		4,780		49,645
			$	15,799,525
Romania — 0.8%
Antibiotice SA		409,100	$	92,221
Banca Transilvania		2,691,296		1,598,610
Biofarm Bucuresti(1)		7,119,988		479,804
BRD-Group Societe Generale		777,000		3,249,673
Impact SA(1)		253,290		46,914
Rompetrol Rafinare SA(1)		12,930,500		283,314
SNP Petrom SA(1)		15,699,400		1,375,514
Transelectrica SA		134,000		538,246
			$	7,664,296
Russia — 6.2%
Aeroflot-Russian International Airlines		229,000	$	313,405
AvtoVAZ(1)		263,394		133,071
Cherepovets MK Severstal GDR(3)		24,050		173,481
Comstar United Telesystems GDR		151,550		784,120
CTC Media, Inc.(1)		91,467		1,470,789
Evraz Group SA GDR(1)(3)		20,135		487,853
Federal Grid Co. Unified Energy System JSC(1)		10,725,782		113,490
Gazprom OAO ADR		53,450		1,290,818
Holding MRSK OAO(1)		911,500		106,499
Irkutskenergo(1)		327,400		150,139
Irkutskenergo OJSC(1)(2)		338,903		0
JSC Severstal-Avto(1)		9,262		142,808
KamAZ(1)		127,700		305,603
LUKOIL ADR		89,800		5,209,445
Magnitogorsk Iron & Steel Works GDR(1)(3)		32,100		303,262
Mechel ADR		22,400		384,384
Mining & Metallurgical Co.(1)		2,680		347,987
MMC Norilsk Nickel ADR(1)		151,400		1,989,231
Mobile TeleSystems		604,700		4,139,778
Mobile TeleSystems ADR		2,200		99,660
Mosenergo(1)		971,603		87,494
NovaTek OAO GDR(3)		30,416		1,526,926
Novolipetsk Steel GDR(1)		21,400		560,680
Novolipetsk Steel GDR(1)(3)		6,536		170,238
OAO Gazprom		73,400		436,115
OAO Gazprom ADR		485,749		11,649,250
OAO Rosneft Oil Co. GDR		53,820		409,238
OAO Seventh Continent(1)		16,900		143,563
OAO TMK GDR		10,700		193,670
OAO TMK GDR(3)		2,500		45,162
OGK-3(1)		967,658		50,831
OGK-4 OJSC(1)		1,090,428		55,612
Pegas Nonwovens SA		11,200		263,098
PIK Group GDR(1)		44,400		175,090
Polyus Gold ADR		5,600		150,526
RBC Information Systems(1)		54,450		87,617
Rosneft Oil Co. GDR		166,000		1,269,900
Rostelecom ADR		30,400		1,187,120
RusHydro(1)		31,395,041		1,089,439
Sberbank		4,279,388		9,352,102
Sberbank, PFC Shares		539,250		812,104
Sistema JSFC(1)		104,800		66,155
Sistema JSFC GDR(1)		41,430		672,276
Surgutneftegaz		163,200		142,156
Surgutneftegaz ADR		332,960		2,938,969
Surgutneftegaz, PFC Shares		914,700		381,151
Tatneft		26,233		109,137
Tatneft GDR		61,566		1,594,367
TGK-2(1)		13,779,634		3,114
TGK-4(1)		16,839,141		5,490
Transneft		470		393,982
Uralsvyazinform		2,952,700		69,388
Vimpel-Communications ADR		150,740		2,702,768
VTB Bank OJSC GDR(3)		429,970		1,711,404
Wimm-Bill-Dann Foods OJSC ADR(1)		2,665		180,101
X5 Retail Group NV GDR(1)		62,194		1,485,530
			$	60,117,586
Slovenia — 0.8%
Gorenje DD(1)		8,720	$	167,037
Istrabenz(1)		3,000		31,980
KRKA DD		27,995		2,953,952
Luka Koper(1)		15,750		633,064
Mercator Poslovni Sistem		2,532		633,974
Nova Kreditna Banka Maribor		43,500		839,629
Petrol		880		432,452

See notes to financial statements

16

Eaton Vance Structured Emerging Markets Fundas of October 31, 2009

PORTFOLIO OF INVESTMENTS CONT’D

Security	Shares		Value
Slovenia (continued)
Sava DD		940	$	276,405
Telekom Slovenije DD		3,270		717,615
Zavarovalnica Triglav DD		18,800		741,773
			$	7,427,881
South Africa — 6.1%
ABSA Group, Ltd.		55,150	$	873,021
Adcock Ingram Holdings, Ltd.		33,300		226,520
Adcorp Holdings, Ltd.		16,900		57,829
AECI, Ltd.		6,330		49,036
African Bank Investments, Ltd.		140,814		549,794
African Rainbow Minerals, Ltd.		19,600		379,487
Allan Gray Property Trust		84,300		68,534
Allied Electronics Corp., Ltd.		17,182		64,204
Allied Electronics Corp., Ltd., PFC Shares		69,600		240,052
Anglo Platinum, Ltd.(1)		10,280		888,571
AngloGold Ashanti, Ltd.		70,471		2,632,034
Aquarius Platinum, Ltd.(1)		41,700		177,824
Aspen Pharmacare Holdings, Ltd.(1)		91,031		767,196
Aveng, Ltd.		238,790		1,266,413
AVI, Ltd.		119,300		316,975
Barloworld, Ltd.		122,520		763,900
Bidvest Group, Ltd.		162,296		2,541,384
Clicks Group, Ltd.		89,300		282,488
DataTec, Ltd.		140,700		518,216
Discovery Holdings, Ltd.		101,945		405,125
ElementOne, Ltd.(1)		44,850		77,478
FirstRand, Ltd.		664,950		1,497,726
Foschini, Ltd.		68,500		542,114
Gold Fields, Ltd.		132,135		1,690,538
Grindrod, Ltd.		165,300		379,919
Group Five, Ltd.		81,460		416,818
Growthpoint Properties, Ltd.		217,000		384,041
Harmony Gold Mining Co., Ltd.		71,910		720,264
Hyprop Investments, Ltd.		67,500		391,739
Illovo Sugar, Ltd.		27,600		125,098
Impala Platinum Holdings, Ltd.		98,730		2,172,404
Imperial Holdings, Ltd.		62,680		645,301
Investec, Ltd.		72,500		535,015
JD Group, Ltd.		58,290		324,834
JSE, Ltd.		15,200		117,197
Kumba Iron Ore, Ltd.		14,960		446,662
Kumba Resources, Ltd.		38,610		433,687
Lewis Group, Ltd.		32,500		227,574
Liberty Holdings, Ltd.		44,700		386,474
Massmart Holdings, Ltd.		57,700		666,615
Medi-Clinic Corp., Ltd.		52,200		160,321
Metropolitan Holdings, Ltd.		162,100		274,459
Mittal Steel South Africa, Ltd.		29,277		393,992
Mondi, Ltd.		9,900		55,861
Mr. Price Group, Ltd.		72,100		329,877
MTN Group, Ltd.		645,340		9,608,619
Murray & Roberts Holdings, Ltd.		160,250		1,143,836
Mvelaphanda Group, Ltd.(1)		65,900		59,705
Nampak, Ltd.		171,938		372,959
Naspers, Ltd., Class N		83,492		3,013,933
Nedbank Group, Ltd.		46,830		703,954
Netcare, Ltd.(1)		280,550		413,178
Northam Platinum, Ltd.		14,400		67,294
Pangbourne Properties, Ltd.		28,800		60,098
Pick’n Pay Holdings, Ltd.		36,500		82,838
Pick’n Pay Stores, Ltd.		45,170		234,811
Pretoria Portland Cement Co., Ltd.		102,827		430,454
Raubex Group, Ltd.		93,000		291,210
Redefine Income Fund, Ltd.		475,000		436,597
Remgro, Ltd.		74,100		867,447
Reunert, Ltd.		111,160		782,985
RMB Holdings, Ltd.		174,300		636,339
Sanlam, Ltd.		344,190		944,976
Santam, Ltd.		5,583		71,900
Sappi, Ltd.		75,636		279,494
Sasol, Ltd.		90,950		3,407,468
Shoprite Holdings, Ltd.		80,000		651,914
Spar Group, Ltd.		54,600		481,506
Standard Bank Group, Ltd.		238,121		2,971,984
Steinhoff International Holdings, Ltd.		352,040		850,729
Sun International, Ltd.(1)		11,182		129,865
Telkom South Africa, Ltd.		115,950		649,643
Tiger Brands, Ltd.		40,100		802,941
Truworths International, Ltd.		92,400		528,865
Vodacom Group (Pty), Ltd.(1)		111,000		769,658
Wilson Bayly Holmes-Ovcon, Ltd.		28,100		406,869
Woolworths Holdings, Ltd.		160,409		358,148
			$	58,976,828
South Korea — 6.0%
Amorepacific Corp.		418	$	288,861
Busan Bank		15,470		175,415
Cheil Industries, Inc.		11,000		410,385
CJ CheilJedang Corp.		596		100,788
CJ O Shopping Co., Ltd.		1,580		104,364
Daegu Bank		7,550		100,173
Daelim Industrial Co., Ltd.		1,670		105,981
Daewoo Engineering & Construction Co., Ltd.		12,241		124,705

See notes to financial statements

17

Eaton Vance Structured Emerging Markets Fundas of October 31, 2009

PORTFOLIO OF INVESTMENTS CONT’D

Security	Shares		Value
South Korea (continued)
Daewoo International Corp.		3,471	$	94,806
Daewoo Motor Sales Corp.(1)		23,045		191,263
Daewoo Securities Co., Ltd.		9,010		136,899
Daewoo Shipbuilding & Marine Engineering Co., Ltd.		18,880		248,336
Dong-A Pharmaceutical Co., Ltd.		3,320		322,845
Dongbu Insurance Co., Ltd.		1,640		49,763
Dongkuk Steel Mill Co., Ltd.		12,930		274,589
Doosan Corp.		3,160		219,138
Doosan Heavy Industries & Construction Co., Ltd.		2,570		137,919
GLOVIS Co., Ltd.		1,680		146,503
GS Engineering & Construction Corp.		3,290		288,507
GS Holdings Corp.		11,000		272,473
Hana Financial Group, Inc.		34,930		1,035,940
Hanarotelecom, Inc.(1)		28,346		116,533
Hanjin Heavy Industries & Construction Co., Ltd.		9,813		175,339
Hanjin Shipping Co., Ltd.		19,170		260,537
Hankook Tire Co., Ltd.		21,040		402,167
Hanmi Pharm Co., Ltd.		2,150		207,916
Hanwha Chemical Corp.		18,100		168,288
Hanwha Corp.		9,490		303,253
Hite Brewery Co., Ltd.		1,789		243,425
Honam Petrochemical Corp.		1,770		121,405
Hynix Semiconductor, Inc.(1)		57,940		860,208
Hyosung Corp.		4,500		247,326
Hyundai Department Store Co., Ltd.		6,215		594,062
Hyundai Development Co.		7,860		232,627
Hyundai Engineering & Construction Co., Ltd.		11,670		644,287
Hyundai Heavy Industries Co., Ltd.		6,105		836,221
Hyundai Marine & Fire Insurance Co., Ltd.		13,800		254,885
Hyundai Merchant Marine Co., Ltd.		20,100		412,051
Hyundai Mipo Dockyard Co., Ltd.		775		63,848
Hyundai Mobis		9,400		1,253,426
Hyundai Motor Co.		20,300		1,841,300
Hyundai Securities Co., Ltd.		25,370		288,043
Hyundai Steel Co.		8,400		533,619
Industrial Bank of Korea(1)		35,580		431,040
Kangwon Land, Inc.		23,740		317,206
KB Financial Group, Inc.(1)		41,611		2,001,484
KB Financial Group, Inc. ADR(1)		7,759		368,087
KCC Corp.		1,445		416,558
Kia Motors Corp.(1)		34,490		512,298
Komipharm International Co., Ltd.(1)		1,200		63,161
Korea Electric Power Corp.(1)		50,820		1,440,037
Korea Exchange Bank		42,760		485,928
Korea Express Co., Ltd.(1)		4,349		238,789
Korea Gas Corp.		5,680		239,662
Korea Investment Holdings Co., Ltd.		6,490		173,085
Korea Line Corp.		4,000		162,541
Korea Zinc Co., Ltd.		4,440		686,229
Korean Air Lines Co., Ltd.(1)		11,002		418,680
Korean Reinsurance Co.		37,903		342,461
KT Corp.		29,473		960,738
KT Corp. ADR		7,675		123,184
KT&G Corp.		14,095		820,860
LG Chem, Ltd.		6,598		1,137,036
LG Corp.		7,220		409,036
LG Dacom Corp.		4,150		65,538
LG Display Co., Ltd.		13,010		311,323
LG Electronics, Inc.		11,300		1,050,453
LG Hausys, Ltd.(1)		658		65,782
LG Household & Health Care, Ltd.		1,850		384,230
LG Life Sciences, Ltd.(1)		5,000		289,471
LG Telecom, Ltd.		36,265		271,706
LIG Insurance Co., Ltd.		12,400		254,032
Lotte Shopping Co., Ltd.		3,265		922,137
LS Corp.		3,530		288,402
Macquarie Korea Infrastructure Fund		31,415		132,264
Mirae Asset Securities Co., Ltd.		4,880		255,083
Namhae Chemical Corp.		15,250		188,626
NCsoft Corp.		1,350		144,376
NHN Corp.(1)		4,875		719,013
Nong Shim Co., Ltd.		1,400		284,204
OCI Co., Ltd.		2,370		416,369
POSCO		11,317		4,690,077
S-Oil Corp.		5,785		279,853
S1 Corp.		5,750		230,158
Samsung Card Co., Ltd.		14,060		557,054
Samsung Corp.		10,590		431,021
Samsung Digital Imaging Co., Ltd.(1)		4,494		181,512
Samsung Electro-Mechanics Co., Ltd.		7,100		590,329
Samsung Electronics Co., Ltd.		12,851		7,732,870
Samsung Electronics Co., Ltd., PFC Shares		1,928		772,339
Samsung Engineering Co., Ltd.		4,600		406,699
Samsung Fine Chemicals Co., Ltd.		8,450		334,841
Samsung Fire & Marine Insurance Co., Ltd.		5,885		1,071,505
Samsung Heavy Industries Co., Ltd.		22,310		422,043
Samsung SDI Co., Ltd.		4,500		513,732
Samsung Securities Co., Ltd.		6,340		310,763
Samsung Techwin Co., Ltd.		5,295		405,448
Shinhan Financial Group Co., Ltd.(1)		58,523		2,220,418
Shinsegae Co., Ltd.		1,422		613,932
SK Chemicals Co., Ltd.		2,160		117,752
SK Energy Co., Ltd.		9,599		881,653
SK Holdings Co., Ltd.		3,665		290,737
SK Telecom Co., Ltd.		8,200		1,248,848
SK Telecom Co., Ltd. ADR		9,450		157,910

See notes to financial statements

18

Eaton Vance Structured Emerging Markets Fundas of October 31, 2009

PORTFOLIO OF INVESTMENTS CONT’D

Security	Shares		Value
South Korea (continued)
STX Pan Ocean Co., Ltd.		9,800	$	91,320
Tong Yang Securities, Inc.		5,665		51,903
Woongjin Coway Co., Ltd.		3,650		122,014
Woori Finance Holdings Co., Ltd.(1)		13,960		187,903
Woori Investment & Securities Co., Ltd.		17,000		213,708
Yuhan Corp.		1,786		288,540
			$	58,098,410
Taiwan — 6.2%
Acer, Inc.		280,626	$	661,474
Advanced Semiconductor Engineering, Inc.		434,677		342,587
Altek Corp.		94,560		160,200
Ambassador Hotel		58,000		58,803
AmTRAN Technology Co., Ltd.		72,630		69,028
Asia Cement Corp.		428,005		449,396
Asia Optical Co., Inc.		146,907		237,088
Asustek Computer, Inc.		434,193		797,463
AU Optronics Corp.		971,837		861,779
BES Engineering Corp.		297,000		82,338
Capital Securities Corp.(1)		143,055		66,329
Catcher Technology Co., Ltd.		97,647		236,382
Cathay Financial Holding Co., Ltd.(1)		1,120,765		1,921,961
Chang Hwa Commercial Bank		950,000		413,342
Cheng Shin Rubber Industry Co., Ltd.		293,491		603,087
Chi Mei Optoelectronics Corp.(1)		840,427		419,276
Chicony Electronics Co., Ltd.		40,419		88,391
China Airlines, Ltd.(1)		774,411		240,711
China Development Financial Holding Corp.(1)		1,982,376		516,412
China Life Insurance Co., Ltd.(1)		96,300		69,937
China Motor Corp.(1)		186,315		127,801
China Petrochemical Development Corp.(1)		820,800		293,711
China Steel Corp.		1,822,121		1,617,753
Chinatrust Financial Holding Co., Ltd.		1,345,421		808,158
Chinese Maritime Transport, Ltd.		26,000		68,321
Chong Hong Construction Co., Ltd.		34,270		62,365
Chunghwa Picture Tubes, Ltd.(1)		1,620,000		166,191
Chunghwa Telecom Co., Ltd.		998,177		1,752,066
Chunghwa Telecom Co., Ltd. ADR		28,347		492,671
Clevo Co.(1)		47,426		59,188
Compal Electronics, Inc.		474,066		592,679
Coretronic Corp.		62,505		68,437
Delta Electronics, Inc.		246,105		683,367
Dynapack International Technology Corp.		25,374		77,522
E.Sun Financial Holding Co., Ltd.(1)		807,478		314,318
Elan Microelectronics Corp.		165,300		223,816
Epistar Corp.		103,472		301,311
EVA Airways Corp.(1)		742,744		278,605
Evergreen International Storage & Transport Corp.(1)		319,000		258,174
Evergreen Marine Corp.(1)		582,050		293,975
Everlight Electronics Co., Ltd.		97,642		266,920
Far Eastern Department Stores, Ltd.		597,915		614,239
Far Eastern New Century Corp.		386,556		455,833
Far EasTone Telecommunications Co., Ltd.		401,074		451,249
Faraday Technology Corp.		29,434		45,745
Farglory Land Development Co., Ltd.		20,252		40,688
Federal Corp.(1)		77,625		58,114
Feng Hsin Iron & Steel Co., Ltd.		183,260		277,075
First Financial Holding Co., Ltd.		862,645		498,342
First Steamship Co., Ltd.		171,771		217,107
Formosa Chemicals & Fibre Corp.		733,980		1,367,784
Formosa International Hotels Corp.		8,470		105,681
Formosa Petrochemical Corp.		375,320		915,242
Formosa Plastics Corp.		936,670		1,796,614
Formosa Taffeta Co., Ltd.		169,000		114,568
Formosan Rubber Group, Inc.		108,000		80,604
Foxconn International Holdings, Ltd.(1)		255,000		223,961
Foxconn Technology Co., Ltd.		81,259		270,700
Fubon Financial Holding Co., Ltd.(1)		1,124,000		1,247,225
Giant Manufacturing Co., Ltd.		144,120		373,723
Goldsun Development & Construction Co., Ltd.		151,011		68,316
Great Wall Enterprise Co., Ltd.		91,448		94,687
Greatek Electronics, Inc.		52,915		50,145
HannStar Display Corp.(1)		938,299		176,915
Highwealth Construction Corp.		63,705		79,120
Hon Hai Precision Industry Co., Ltd.		771,959		3,023,631
Hotai Motor Co., Ltd.		61,000		141,708
HTC Corp.		77,364		768,266
Hua Nan Financial Holdings Co., Ltd.		772,912		449,077
Innolux Display Corp.		271,920		358,149
Inotera Memories, Inc.(1)		379,000		223,927
Inventec Appliances Corp.		82,120		79,380
Inventec Co., Ltd.		585,200		323,729
KGI Securities Co., Ltd.		629,000		288,191
Largan Precision Co., Ltd.		13,795		157,992
Lien Hwa Industrial Corp.		113,019		51,751
Lite-On Technology Corp.		346,596		456,488
Macronix International Co., Ltd.		667,860		338,535
Masterlink Securities Corp.(1)		110,000		42,765
MediaTek, Inc.		117,196		1,640,273
Mega Financial Holding Co., Ltd.		1,311,000		730,067
Merida Industry Co., Ltd.		37,950		61,132
Motech Industries, Inc.		74,431		197,045
Nan Kang Rubber Tire Co., Ltd.(1)		120,900		120,373
Nan Ya Plastics Corp.		1,031,608		1,641,059
Novatek Microelectronics Corp., Ltd.		108,942		245,781

See notes to financial statements

19

Eaton Vance Structured Emerging Markets Fundas of October 31, 2009

PORTFOLIO OF INVESTMENTS CONT’D

Security	Shares		Value
Taiwan (continued)
Oriental Union Chemical Corp.		331,300	$	227,743
Pan-International Industrial Co., Ltd.		148,484		216,364
Phison Electronics Corp.		14,305		95,755
Polaris Securities Co., Ltd.(1)		470,300		241,324
Pou Chen Corp.		630,705		432,425
Powerchip Semiconductor Corp.(1)		977,805		109,035
Powertech Technology, Inc.		118,969		325,668
President Chain Store Corp.		197,664		447,231
Qisda Corp.(1)		330,000		183,039
Quanta Computer, Inc.		315,508		596,835
Radiant Opto-Electronics Corp.		73,202		81,448
Realtek Semiconductor Corp.		115,670		245,887
RichTek Technology Corp.		34,741		266,545
Ritek Corp.(1)		252,000		60,045
Ruentex Development Co., Ltd.		71,000		79,621
Ruentex Industries, Ltd.(1)		276,000		450,491
Sanyang Industrial Co., Ltd.(1)		742,327		297,592
Shih Wei Navigation Co., Ltd.		39,923		54,656
Shin Kong Financial Holding Co., Ltd.(1)		906,589		368,853
Shin Zu Shing Co., Ltd.		20,450		93,462
Shinkong Synthetic Fibers Corp.		197,000		48,628
Siliconware Precision Industries Co.		355,243		467,052
Simplo Technology Co., Ltd.		58,520		300,498
Sincere Navigation		65,800		73,146
Sino-American Silicon Products, Inc.		98,196		212,557
SinoPac Financial Holdings Co., Ltd.(1)		1,418,000		523,687
Solar Applied Materials Technology Corp.		108,794		226,771
Star Up Netcom Co., Ltd.(1)(2)		34,320		0
Synnex Technology International Corp.		190,877		361,134
TA Chen Stainless Pipe Co., Ltd.(1)		53,000		36,312
Tainan Spinning Co., Ltd.(1)		220,000		81,199
Taishin Financial Holdings Co., Ltd.(1)		1,054,000		412,482
Taiwan Business Bank(1)		1,026,000		250,523
Taiwan Cement Corp.		535,994		549,901
Taiwan Cooperative Bank		539,330		318,225
Taiwan Fertilizer Co., Ltd.		145,000		450,150
Taiwan Kolin Co., Ltd.(1)(2)		177,000		0
Taiwan Mobile Co., Ltd.		467,427		835,969
Taiwan Semiconductor Manufacturing Co., Ltd.		2,664,465		4,833,331
Taiwan Tea Corp.(1)		361,095		205,314
Tatung Co., Ltd.(1)		1,526,000		336,091
Teco Electric & Machinery Co., Ltd.		482,000		191,884
Transcend Information, Inc.		19,826		62,007
Tripod Technology Corp.		43,401		108,601
Tsann Kuen Enterprise Co., Ltd.		22,880		47,135
TSRC Corp.		79,000		92,023
Tung Ho Steel Enterprise Corp.		243,060		231,039
U-Ming Marine Transport Corp.		186,000		337,361
Uni-President Enterprises Corp.		820,843		915,888
Unimicron Technology Corp.		202,000		230,478
United Microelectronics Corp.(1)		1,574,090		756,686
Walsin Lihwa Corp.(1)		227,000		73,562
Wan Hai Lines, Ltd.(1)		215,250		99,028
Waterland Financial Holdings(1)		884,377		269,044
Wei Chuan Food Corp.(1)		165,000		214,769
Wistron Corp.		279,578		468,033
WPG Holdings Co., Ltd.		188,615		258,048
Yageo Corp.		230,000		63,390
Yang Ming Marine Transport		637,050		225,035
Yieh Phui Enterprise		968,880		314,315
Yuanta Financial Holding Co., Ltd.		1,220,225		805,261
Yuen Foong Yu Paper Manufacturing Co., Ltd.(1)		266,464		95,401
Yulon Motor Co., Ltd.		334,809		374,490
Zinwell Corp.		44,871		77,182
			$	59,773,978
Thailand — 3.3%
Advanced Info Service PCL(5)		1,040,600	$	2,895,312
Airports of Thailand PCL(5)		491,000		565,550
Asian Property Development PCL(5)		2,397,500		401,675
Bangkok Bank PCL		252,500		834,882
Bangkok Bank PCL(5)		101,800		341,437
Bangkok Dusit Medical Services PCL(5)		284,400		205,908
Bangkok Expressway PCL(5)		127,000		69,912
Bank of Ayudhya PCL(5)		1,442,400		785,633
Banpu PCL(5)		62,400		802,288
BEC World PCL(5)		1,567,600		1,050,538
Big C Supercenter PCL(5)		42,900		53,906
Bumrungrad Hospital PCL(5)		415,500		344,955
Cal-Comp Electronics (Thailand) PCL(5)		613,900		63,915
Central Pattana PCL(5)		249,600		162,044
Ch. Karnchang PCL(5)		892,200		160,156
Charoen Pokphand Foods PCL(5)		4,153,900		1,199,256
CP ALL PCL(5)		2,981,100		1,694,567
Delta Electronics (Thailand) PCL(5)		1,087,100		562,658
Electricity Generating PCL(5)		207,400		469,552
G J Steel PCL(1)(5)		8,819,100		60,685
Glow Energy PCL		470,700		450,633
Hana Microelectronics PCL(5)		530,700		295,318
IRPC PCL(5)		5,180,100		595,111
Italian-Thai Development PCL(1)(5)		1,858,000		176,767
Kasikornbank PCL(5)		526,000		1,275,155
Khon Kaen Sugar Industry PCL		897,000		335,452
Kim Eng Securities Thailand PCL(5)		134,000		52,518
Krung Thai Bank PCL(5)		692,000		182,187

See notes to financial statements

20

Eaton Vance Structured Emerging Markets Fundas of October 31, 2009

PORTFOLIO OF INVESTMENTS CONT’D

Security	Shares		Value
Thailand (continued)
Land & Houses PCL		1,242,800	$	207,080
Land & Houses PCL(5)		1,350,700		241,570
Loxley PCL(1)(5)		1,072,600		80,224
LPN Development PCL(5)		400,000		83,770
Major Cineplex Group PCL(5)		182,300		39,814
Minor International PCL(5)		2,325,270		685,233
Precious Shipping PCL(5)		258,800		143,240
PTT Aromatics & Refining PCL(5)		587,652		374,480
PTT Chemical PCL(5)		159,800		298,803
PTT Exploration & Production PCL(5)		584,300		2,534,734
PTT PCL(5)		429,260		2,966,614
Quality House PCL(5)		2,038,700		152,483
Ratchaburi Electricity Generating Holding PCL(5)		278,700		308,509
Samart Corp. PCL		366,600		66,355
Siam Cement PCL		113,600		703,828
Siam Cement PCL(5)		36,800		222,245
Siam City Bank PCL(5)		159,500		113,093
Siam City Cement PCL(5)		47,690		315,318
Siam Commercial Bank PCL(5)		767,800		1,774,497
Siam Makro PCL(5)		35,000		83,508
Sino Thai Engineering & Construction PCL(1)(5)		2,479,500		493,304
Thai Airways International PCL(1)(5)		256,300		151,825
Thai Beverage PCL		4,106,000		744,465
Thai Oil PCL(5)		451,500		557,199
Thai Tap Water Supply Co., Ltd		1,710,000		210,776
Thai Union Frozen Products PCL(5)		400,100		332,170
Thanachart Capital PCL(5)		263,400		155,242
Thoresen Thai Agencies PCL(5)		424,160		339,455
TMB Bank PCL(1)(5)		8,975,900		295,392
Total Access Communication PCL		474,800		551,390
TPI Polene PCL(1)		432,000		124,075
True Corp. PCL(1)(5)		4,165,100		431,152
			$	31,869,813
Turkey — 3.0%
Adana Cimento Sanayii TAS		15,371	$	62,517
Akbank TAS		418,950		2,263,070
Akcansa Cimento AS		16,400		64,948
Akenerji Elektrik Uretim AS		18,300		164,224
Aksa Akrilik Kimya Sanayii AS(1)		60,209		64,838
Aksigorta AS		40,300		121,710
Anadolu Efes Biracilik ve Malt Sanayii AS		157,739		1,802,134
Arcelik AS(1)		393,854		1,286,189
Asya Katilim Bankasi AS(1)		300,000		620,499
Aygaz AS		27,013		95,686
BIM Birlesik Magazalar AS		26,630		965,499
Cimsa Cimento Sanayi ve Ticaret AS		18,200		78,637
Dogan Sirketler Grubu Holding AS(1)		1,219,509		802,313
Dogan Yayin Holding AS(1)		92,474		64,319
Eczacibasi Ilac Sanayi ve Ticaret AS		127,500		131,769
Enka Insaat ve Sanayi AS		268,348		1,082,879
Eregli Demir ve Celik Fabrikalari TAS(1)		571,481		1,551,368
Ford Otomotiv Sanayi AS		24,800		155,963
Haci Omer Sabanci Holding AS		161,763		591,405
Hurriyet Gazetecilik ve Matbaacilik AS(1)		128,238		136,721
Ihlas Holding AS(1)		299,200		100,951
Is Gayrimenkul Yatirim Ortakligi AS		136,465		143,473
Kardemir Karabuk Demir Celik Sanayi ve Ticaret AS, Class D(1)		1,355,360		536,293
KOC Holding AS(1)		634,634		1,616,700
Koza Davetiyeleri(1)		33,000		85,685
Petkim Petrokimya Holding AS(1)		119,300		575,123
Petrol Ofisi AS(1)		32,978		123,042
Tekfen Holding AS(1)		203,217		581,885
Tofas Turk Otomobil Fabrikasi AS		34,700		87,179
Trakya Cam Sanayii AS(1)		144,992		170,486
Tupras-Turkiye Petrol Rafinerileri AS		86,870		1,492,078
Turcas Petrolculuk AS		30,939		94,585
Turk Hava Yollari Anonim Ortakligi (THY) AS		140,500		392,243
Turk Sise ve Cam Fabrikalari AS(1)		520,300		546,026
Turk Telekomunikasyon AS		241,000		731,508
Turkcell Iletisim Hizmetleri AS		386,800		2,559,207
Turkiye Garanti Bankasi AS		843,000		3,061,389
Turkiye Halk Bankasi AS		115,500		691,226
Turkiye Is Bankasi		343,256		1,300,021
Turkiye Vakiflar Bankasi TAO(1)		226,200		548,552
Ulker Gida Sanayi ve Ticaret AS		25,959		60,722
Yapi ve Kredi Bankasi AS(1)		486,385		1,000,025
Yazicilar Holding AS		21,200		128,530
Zorlu Enerji Elektrik Uretim AS(1)		91,054		173,988
			$	28,907,605
United Arab Emirates — 1.5%
Aabar Petroleum Investments Co. (PJSC)(1)		1,512,000	$	1,061,311
Abu Dhabi Commercial Bank		592,000		314,009
Abu Dhabi National Hotels		326,200		395,211
Air Arabia		2,037,000		618,157
Ajman Bank (PJSC)(1)		634,400		185,478
Aldar Properties (PJSC)		533,600		843,411
Amlak Finance (PJSC)(1)		227,500		68,997
Arabtec Holding Co.(1)		960,300		839,349
Aramex (PJSC)(1)		893,182		397,692
Dana Gas(1)		3,726,200		1,160,396
DP World, Ltd.		3,916,300		1,929,573

See notes to financial statements

21

Eaton Vance Structured Emerging Markets Fundas of October 31, 2009

PORTFOLIO OF INVESTMENTS CONT’D

Security	Shares		Value
United Arab Emirates (continued)
Dubai Financial Market		1,113,000	$	706,987
Dubai Investments (PJSC)		583,777		200,100
Dubai Islamic Bank		248,474		199,618
Emaar Properties (PJSC)(1)		1,754,100		2,082,689
Emirates NBD (PJSC)		381,700		455,596
First Gulf Bank (PJSC)		146,700		748,273
Gulf Navigation Holding		1,850,000		377,951
National Bank of Abu Dhabi (PJSC)		250,250		907,739
National Central Cooling Co. (Tabreed)(1)		743,356		194,110
Ras Al Khaimah Cement Co.		327,000		110,355
Ras Al Khaimah Co.(1)		490,450		133,664
Ras Al Khaimah Properties (PJSC)		1,144,000		230,979
Sorouh Real Estate Co.		388,500		375,807
Union National Bank		359,700		369,694
Union Properties (PJSC)(1)		290,158		77,729
Waha Capital (PJSC)		196,900		48,838
			$	15,033,713
Vietnam — 0.6%
FPT Corp.		58,800	$	277,428
Kinh Bac City Development Share Holding Corp.(1)		135,000		538,383
PetroVietnam Drilling and Well Services JSC		39,000		198,116
Petrovietnam Fertilizer and Chemical JSC		135,900		330,773
Pha Lai Thermal Power JSC(1)		136,990		199,001
Saigon Securities, Inc.		274,300		1,443,504
Songda Urban & Industrial Zone Investment and Development JSC		61,300		635,247
Viet Nam Construction and Import-Export JSC		190,900		671,340
Vietnam Dairy Products JSC		211,000		1,017,391
Vincom JSC		71,795		335,815
Vinh Son - Song Hinh Hydropower JSC		130,000		264,796
			$	5,911,794
Total Common Stocks
(identified cost $878,946,098)			$	942,129,560
Convertible Bonds — 0.0%
	Principal
Security	Amount		Value
Oman — 0.0%
Bank Muscat SAOG, 7.00%, 3/20/14		OMR 10,672	$	25,443
Total Convertible Bonds
(identified cost $0)			$	25,443

Equity-Linked Securities — 0.7%
	Maturity
Security	Date		Shares		Value
Saudi Arabia — 0.7%
Al Rajhi Bank (HSBC Bank plc)(6)(7)		4/30/12		35,493	$	716,976
Alinma Bank (HSBC Bank plc)(1)(6)(7)		6/4/12		53,800		196,553
Almarai Co., Ltd. (HSBC Bank plc)(1)(6)(7)		3/27/12		5,000		226,673
Arab National Bank (HSBC Bank plc)(1)(6)(7)		6/4/12		15,700		195,941
Banque Saudi Fransi (HSBC Bank plc)(1)(6)(7)		4/30/12		16,484		198,693
Dar Al Arkan Real Estate Development Co. (HSBC Bank plc)(1)(6)(7)		8/13/12		58,000		258,303
Etihad Etisalat Co. (HSBC Bank plc)(1)(6)(7)		4/2/12		45,162		540,756
Jarir Marketing Co. (HSBC Bank plc)(1)(6)(7)		6/4/12		6,500		234,873
Mobile Telecommunications Co. (HSBC Bank plc)(1)(6)(7)		6/4/12		72,000		208,325
National Industrialization C (HSBC Bank plc)(1)(6)(7)		5/14/12		37,300		270,556
Rabigh Refining and Petrochemicals Co. (HSBC Bank plc)(1)(6)(7)		4/2/12		21,500		216,152
Riyad Bank (HSBC Bank plc)(6)(7)		6/11/12		32,800		251,035
Samba Financial Group (HSBC Bank plc)(6)(7)		4/30/12		15,208		223,057
Saudi Arabian Fertilizer Co. (HSBC Bank plc)(6)(7)		6/4/12		6,650		207,485
Saudi Basic Industries Corp. (HSBC Bank plc)(1)(6)(7)		3/26/12		33,596		732,413
Saudi British Bank (HSBC Bank plc)(1)(6)(7)		10/2/12		16,800		231,847
Saudi Cable Co. (HSBC Bank plc)(1)(6)(7)		9/21/12		30,000		232,005
Saudi Electricity Co. (HSBC Bank plc)(1)(6)(7)		6/25/12		80,000		237,872
Saudi Industrial Investment Group, (HSBC Bank plc)(6)(7)		6/11/12		40,000		265,608
Saudi International Petrochemicals Co. (HSBC Bank plc)(1)(6)(7)		9/21/12		37,000		238,287
Saudi Kayan Petrochemical Co. (HSBC Bank plc)(1)(6)(7)		6/4/12		49,000		247,622
Saudi Telecom Co. (HSBC Bank plc)(6)(7)		5/21/12		24,000		309,127
Savola (HSBC Bank plc)(6)(7)		4/20/12		61,000		484,761
Total Equity-Linked Securities
(identified cost $6,139,328)					$	6,924,920

Investment Funds — 0.4%
Security	Shares		Value
Saudi Arabia Investment Fund, Ltd.		31,546	$	1,236,603
Vietnam Enterprise Investments, Ltd.(1)		1,359,727		2,719,454
Total Investment Funds
(identified cost $7,036,614)			$	3,956,057

See notes to financial statements

22

Eaton Vance Structured Emerging Markets Fundas of October 31, 2009

PORTFOLIO OF INVESTMENTS CONT’D

Rights — 0.0%
Security	Shares		Value
Empresas La Polar, Exp. 11/27/09(1)		20,334	$	8,043
Total Rights (identified cost $0)			$	8,043
Warrants — 0.0%
Security	Shares		Value
Bangkok Land PCL, Exp. 5/2/13, strike THB 1.10(1)		310,077	$	1,484
Total Warrants (identified cost $0)			$	1,484
Short-Term Investments — 1.1%
	Principal
Security	Amount		Value
State Street Bank & Trust Repurchase Agreement, dated 10/30/09, with a maturity date of 11/2/09, an interest rate of 0.01%, and repurchased proceeds of $10,730,009; collateralized by Federal Home Loan Bank bond with an interest rate of 4.375%, a maturity date of 9/17/10 and a market value of $10,946,988	$	10,730,000	$	10,730,000
Total Short-Term Investments
(identified cost $10,730,000)			$	10,730,000
Total Investments — 99.5%
(identified cost $902,852,040)			$	963,775,507
Other Assets, Less Liabilities — 0.5%			$	4,813,852
Net Assets — 100.0%			$	968,589,359

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

ADR - American Depositary Receipt

GDR - Global Depositary Receipt

PCL - Public Company Ltd.

PFC Shares - Preference Shares

OMR - Omani Rial

(1)	Non-income producing security.
(2)	Security valued at fair value using methods determined in good faith by or at the direction of the Trustees.
(3)	Security exempt from registration under Regulation S of the Securities Act of 1933, which exempts from registration securities offered and sold outside the United States. Security may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933.
(4)	Security acquired in a delayed delivery transaction.
(5)	Indicates a foreign registered security. Shares issued to foreign investors in markets that have foreign ownership limits.
(6)	Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be sold in transactions exempt from registration, normally to qualified institutional buyers. At October 31, 2009, the aggregate value of these securities is $6,924,920 or 0.7% of the Fund’s net assets.
(7)	Security whose performance, including redemption at maturity, is linked to the price of the underlying equity security. The investment is subject to credit risk of the issuing financial institution in addition to the market risk of the underlying security.

Currency Concentration of Portfolio
	Percentage
Currency	of Net Assets			Value
United States Dollar		13.6	%	$	132,044,749
Mexican Peso		6.2			59,637,127
New Taiwan Dollar		6.1			59,057,346
South African Rand		6.1			58,799,004
Brazilian Real		6.1			58,655,229
South Korean Won		5.9			57,357,909
Indian Rupee		5.9			56,731,905
Hong Kong Dollar		5.8			56,107,674
Thailand Baht		3.2			30,575,442
Chilean Peso		3.1			30,202,785
Malaysian Ringgit		3.1			30,034,998
Polish Zloty		3.0			29,307,805
New Turkish Lira		3.0			28,907,605
Indonesian Rupiah		3.0			28,834,751
Hungarian Forint		2.1			20,705,120
Czech Koruna		1.9			18,312,608
Israeli Shekel		1.6			15,841,108
Qatari Riyal		1.6			15,799,525
Philippine Peso		1.6			15,404,573
Moroccan Dirham		1.6			15,043,184
Euro		1.5			14,910,081
Egyptian Pound		1.5			14,487,547
United Arab Emirates Dirham		1.3			13,104,140
Other currency, less than 1% each		10.7			103,913,292
Total Investments		99.5	%	$	963,775,507

See notes to financial statements

23

Eaton Vance Structured Emerging Markets Fundas of October 31, 2009

PORTFOLIO OF INVESTMENTS CONT’D

Industry Classification of Portfolio
	Percentage
Sector	of Net Assets			Value
Financials		24.3	%	$	235,595,107
Telecommunication Services		11.1			106,893,157
Industrials		10.5			101,276,070
Materials		10.4			100,685,107
Energy		9.7			94,381,194
Consumer Discretionary		7.3			70,989,052
Consumer Staples		6.9			67,002,855
Information Technology		6.0			58,248,021
Diversified		4.5			43,949,933
Utilities		4.2			40,244,041
Health Care		3.1			29,789,943
Other		1.1			10,764,970
Investment Funds		0.4			3,956,057
Total Investments		99.5	%	$	963,775,507

See notes to financial statements

24

Eaton Vance Structured Emerging Markets Fundas of October 31, 2009

FINANCIAL STATEMENTS

Statement of Assets and Liabilities

As of October 31, 2009
Assets
Investments, at value (identified cost, $902,852,040)	$	963,775,507
Cash		5,497
Foreign currency, at value (identified cost, $1,953,104)		1,944,970
Dividends and interest receivable		1,026,104
Receivable for investments sold		51,750
Receivable for Fund shares sold		10,548,650
Tax reclaims receivable		8,634
Receivable from affiliates		30,547
Total assets	$	977,391,659
Liabilities
Payable for investments purchased	$	4,894,242
Payable for delayed delivery transactions		6,502
Payable for Fund shares redeemed		1,869,913
Payable to affiliates:
Investment adviser fee		692,201
Administration fee		125,833
Distribution and service fees		38,229
Trustees’ fees		2,320
Accrued foreign capital gains taxes		448,412
Accrued expenses		724,648
Total liabilities	$	8,802,300
Net Assets	$	968,589,359
Sources of Net Assets
Paid-in capital	$	949,007,967
Accumulated net realized loss		(48,580,158	)
Accumulated undistributed net investment income		7,642,943
Net unrealized appreciation		60,518,607
Total	$	968,589,359
Class A Shares
Net Assets	$	104,727,302
Shares Outstanding		8,421,570
Net Asset Value and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	12.44
Maximum Offering Price Per Share
(100 ¸ 94.25 of net asset value per share)	$	13.20
Class C Shares
Net Assets	$	16,917,666
Shares Outstanding		1,377,649
Net Asset Value and Offering Price Per Share*
(net assets ¸ shares of beneficial interest outstanding)	$	12.28
Class I Shares
Net Assets	$	846,944,391
Shares Outstanding		67,971,456
Net Asset Value, Offering Price and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	12.46

On sales of $50,000 or more, the offering price of Class A shares is reduced.

*  Redemption price per share is equal to the net asset value less any applicable contingent deferred sales charge.

Statement of Operations

For the Year Ended
October 31, 2009
Investment Income
Dividends (net of foreign taxes, $1,679,614)	$	16,513,120
Interest		260
Total investment income	$	16,513,380
Expenses
Investment adviser fee	$	4,772,724
Administration fee		854,671
Distribution and service fees
Class A		189,851
Class C		108,667
Trustees’ fees and expenses		23,904
Custodian fee		1,526,420
Transfer and dividend disbursing agent fees		249,988
Legal and accounting services		89,800
Printing and postage		67,080
Registration fees		88,241
Miscellaneous		45,018
Total expenses	$	8,016,364
Deduct —
Reduction of custodian fee	$	312
Allocation of expenses to affiliates		101,012
Total expense reductions	$	101,324
Net expenses	$	7,915,040
Net investment income	$	8,598,340
Realized and Unrealized Gain (Loss)
Net realized gain (loss) —
Investments transactions, net of foreign capital gains taxes of $27,757	$	(42,401,184	)
Foreign currency transactions		(881,729	)
Net realized loss	$	(43,282,913	)
Change in unrealized appreciation (depreciation) —
Investments, net of increase in accrued foreign capital gains taxes of $448,345	$	322,447,722
Foreign currency		165,934
Net change in unrealized appreciation (depreciation)	$	322,613,656
Net realized and unrealized gain	$	279,330,743
Net increase in net assets from operations	$	287,929,083

See notes to financial statements

25

Eaton Vance Structured Emerging Markets Fundas of October 31, 2009

FINANCIAL STATEMENTS CONT’D

Statements of Changes in Net Assets

Increase (Decrease)	Year Ended			Year Ended
in Net Assets	October 31, 2009			October 31, 2008
From operations —
Net investment income	$	8,598,340		$	6,568,060
Net realized loss from investment and foreign currency transactions		(43,282,913	)		(6,600,278	)
Net change in unrealized appreciation (depreciation) from investments and foreign currency		322,613,656			(331,473,357	)
Net increase (decrease) in net assets from operations	$	287,929,083		$	(331,505,575	)
Distributions to shareholders —
From net investment income
Class A	$	(624,412	)	$	(471,949	)
Class C		(11,551	)		(25,778	)
Class I		(4,282,038	)		(1,661,688	)
From net realized gain
Class A		—			(531,214	)
Class C		—			(66,805	)
Class I		—			(1,583,872	)
Total distributions to shareholders	$	(4,918,001	)	$	(4,341,306	)
Transactions in shares of beneficial interest —
Proceeds from sale of shares
Class A	$	51,867,958		$	101,864,082
Class C		6,034,674			13,401,394
Class I		468,912,908			316,476,690
Net asset value of shares issued to shareholders in payment of distributions declared
Class A		535,855			889,210
Class C		8,492			58,770
Class I		2,225,488			2,075,352
Cost of shares redeemed
Class A		(55,161,766	)		(40,412,113	)
Class C		(3,379,341	)		(4,043,712	)
Class I		(147,551,579	)		(57,995,706	)
Redemption fees		48,379			22,156
Net increase in net assets from Fund share transactions	$	323,541,068		$	332,336,123
Net increase (decrease) in net assets	$	606,552,150		$	(3,510,758	)
	Year Ended			Year Ended
Net Assets	October 31, 2009			October 31, 2008
At beginning of year	$	362,037,209		$	365,547,967
At end of year	$	968,589,359		$	362,037,209
Accumulated undistributed net investment income included in net assets
At end of year	$	7,642,943		$	4,833,026

See notes to financial statements

26

Eaton Vance Structured Emerging Markets Fundas of October 31, 2009

FINANCIAL STATEMENTS CONT’D

Financial Highlights

	Class A
	Year Ended October 31,
										Period Ended
	2009			2008			2007			October 31, 2006(1)
Net asset value — Beginning of period	$	8.290		$	17.500		$	11.150		$	10.000
Income (Loss) From Operations
Net investment income(2)	$	0.121		$	0.190		$	0.110		$	0.010
Net realized and unrealized gain (loss)		4.120			(9.216	)		6.215			1.140
Total income (loss) from operations	$	4.241		$	(9.026	)	$	6.325		$	1.150
Less Distributions
From net investment income	$	(0.092	)	$	(0.087	)	$	—		$	—
From net realized gain		—			(0.098	)		—			—
Total distributions	$	(0.092	)	$	(0.185	)	$	—		$	—
Redemption fees(2)	$	0.001		$	0.001		$	0.025		$	0.000	(3)
Net asset value — End of period	$	12.440		$	8.290		$	17.500		$	11.150
Total Return(4)		51.81	%		(52.10	)%		56.95	%		11.50	%(5)
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$	104,727		$	74,062		$	81,611		$	1,451
Ratios (as a percentage of average daily net assets):
Expenses(6)(7)		1.57	%		1.50	%		1.50	%		1.50	%(8)
Net investment income		1.26	%		1.33	%		0.77	%		0.32	%(8)
Portfolio Turnover		11	%		5	%		6	%		6	%(5)

(1)	For the period from the start of business, June 30, 2006, to October 31, 2006.
(2)	Computed using average shares outstanding.
(3)	Amount represents less than $0.0005 per share.
(4)	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.
(5)	Not annualized.
(6)	The adviser and administrator waived a portion of its fees and subsidized certain operating expenses (equal to 0.02%, 0.20%, 0.52% and 9.49% of average daily net assets for the years ended October 31, 2009, 2008 and 2007 and the period ended October 31, 2006, respectively).
(7)	Excludes the effect of custody fee credits, if any, of less than 0.005%.
(8)	Annualized.

See notes to financial statements

27

Eaton Vance Structured Emerging Markets Fundas of October 31, 2009

FINANCIAL STATEMENTS CONT’D

Financial Highlights

	Class C
	Year Ended October 31,
										Period Ended
	2009			2008			2007			October 31, 2006(1)
Net asset value — Beginning of period	$	8.160		$	17.320		$	11.120		$	10.000
Income (Loss) From Operations
Net investment income (loss)(2)	$	0.042		$	0.092		$	0.010		$	(0.010	)
Net realized and unrealized gain (loss)		4.087			(9.117	)		6.190			1.130
Total income (loss) from operations	$	4.129		$	(9.025	)	$	6.200		$	1.120
Less Distributions
From net investment income	$	(0.010	)	$	(0.038	)	$	—		$	—
From net realized gain		—			(0.098	)		—			—
Total distributions	$	(0.010	)	$	(0.136	)	$	—		$	—
Redemption fees(2)	$	0.001		$	0.001		$	—		$	—
Net asset value — End of period	$	12.280		$	8.160		$	17.320		$	11.120
Total Return(3)		50.69	%		(52.50	)%		55.76	%		11.20	%(4)
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$	16,918		$	9,828		$	10,218		$	132
Ratios (as a percentage of average daily net assets):
Expenses(5)(6)		2.32	%		2.25	%		2.25	%		2.25	%(7)
Net investment income (loss)		0.44	%		0.65	%		0.06	%		(0.30	)%(7)
Portfolio Turnover		11	%		5	%		6	%		6	%(4)

(1)	For the period from the start of business, June 30, 2006, to October 31, 2006.
(2)	Computed using average shares outstanding.
(3)	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.
(4)	Not annualized.
(5)	The adviser and administrator waived a portion of its fees and subsidized certain operating expenses (equal to 0.02%, 0.20%, 0.52% and 9.49% of average daily net assets for the years ended October 31, 2009, 2008 and 2007 and the period ended October 31, 2006, respectively).
(6)	Excludes the effect of custody fee credits, if any, of less than 0.005%.
(7)	Annualized.

See notes to financial statements

28

Eaton Vance Structured Emerging Markets Fundas of October 31, 2009

FINANCIAL STATEMENTS CONT’D

Financial Highlights

	Class I
	Year Ended October 31,
										Period Ended
	2009			2008			2007			October 31, 2006(1)
Net asset value — Beginning of period	$	8.320		$	17.540		$	11.150		$	10.000
Income (Loss) From Operations
Net investment income(2)	$	0.156		$	0.231		$	0.160		$	0.030
Net realized and unrealized gain (loss)		4.109			(9.251	)		6.232			1.120
Total income (loss) from operations	$	4.265		$	(9.020	)	$	6.392		$	1.150
Less Distributions
From net investment income	$	(0.126	)	$	(0.103	)	$	(0.002	)	$	—
From net realized gain		—			(0.098	)		—			—
Total distributions	$	(0.126	)	$	(0.201	)	$	(0.002	)	$	—
Redemption fees(2)	$	0.001		$	0.001		$	0.000	(3)	$	—
Net asset value — End of period	$	12.460		$	8.320		$	17.540		$	11.150
Total Return(4)		52.15	%		(51.99	)%		57.34	%		11.50	%(5)
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$	846,944		$	278,147		$	273,719		$	15,405
Ratios (as a percentage of average daily net assets):
Expenses(6)(7)		1.33	%		1.25	%		1.25	%		1.25	%(8)
Net investment income		1.56	%		1.62	%		1.12	%		0.88	%(8)
Portfolio Turnover		11	%		5	%		6	%		6	%(5)

(1)	For the period from the start of business, June 30, 2006, to October 31, 2006.
(2)	Computed using average shares outstanding.
(3)	Amount represents less than $0.0005 per share.
(4)	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested.
(5)	Not annualized.
(6)	The adviser and administrator waived a portion of its fees and subsidized certain operating expenses (equal to 0.02%, 0.20%, 0.52% and 9.49% of average daily net assets for the years ended October 31, 2009, 2008 and 2007 and the period ended October 31, 2006, respectively).
(7)	Excludes the effect of custody fee credits, if any, of less than 0.005%.
(8)	Annualized.

See notes to financial statements

29

Eaton Vance Structured Emerging Markets Fundas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS

1Significant Accounting Policies

Eaton Vance Structured Emerging Markets Fund (the Fund) is a diversified series of Eaton Vance Mutual Funds Trust (the Trust). The Trust is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company. The Fund’s investment objective is to seek long-term capital appreciation. The Fund offers three classes of shares. Class A shares are generally sold subject to a sales charge imposed at time of purchase. Class C shares are sold at net asset value and are generally subject to a contingent deferred sales charge (see Note 5). Class I shares are sold at net asset value and are not subject to a sales charge. Each class represents a pro-rata interest in the Fund, but votes separately on class-specific matters and (as noted below) is subject to different expenses. Realized and unrealized gains and losses and net investment income and losses, other than class-specific expenses, are allocated daily to each class of shares based on the relative net assets of each class to the total net assets of the Fund. Each class of shares differs in its distribution plan and certain other class-specific expenses.

The following is a summary of significant accounting policies of the Fund. The policies are in conformity with accounting principles generally accepted in the United States of America. A source of authoritative accounting principles applied in the preparation of the Fund’s financial statements is the Financial Accounting Standards Board (FASB) Accounting Standards Codification (the Codification), which superseded existing non-Securities and Exchange Commission accounting and reporting standards for interim and annual reporting periods ending after September 15, 2009. The adoption of the Codification for the current reporting period did not impact the Fund’s application of generally accepted accounting principles.

AInvestment 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. Debt obligations (including short-term obligations with a remaining maturity of more than sixty days) will normally be valued on the basis of quotations provided by third party pricing services. The pricing services will use various techniques that consider factors including, but not limited to, reported trades or dealer quotations, prices or yields of securities with similar characteristics, benchmark yields, broker/dealer quotes, issuer spreads, as well as industry and economic events. Short-term debt securities with a remaining maturity of sixty days or less are generally valued at amortized cost, which approximates market value. Foreign securities and currencies are valued in U.S. dollars, based on foreign currency exchange rate quotations supplied by a third party pricing service. The pricing service uses a proprietary model to determine the exchange rate. Inputs to the model include reported trades and implied bid/ask spreads. The daily valuation of exchange-traded foreign securities generally is determined as of the close of trading on the principal exchange on which such securities trade. Events occurring after the close of trading on foreign exchanges may result in adjustments to the valuation of foreign securities to more accurately reflect their fair value as of the close of regular trading on the New York Stock Exchange. When valuing foreign equity securities that meet certain criteria, the Trustees have approved the use of a fair value service that values such securities to reflect market trading that occurs after the close of the applicable foreign markets of comparable securities or other instruments that have a strong correlation to the fair-valued securities. Investments for which valuations or market quotations are not readily available or are deemed unreliable are valued at fair value using methods determined in good faith by or at the direction of the Trustees of the Fund in a manner that most fairly reflects the security’s value, or the amount that the Fund 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.

BInvestment Transactions — Investment transactions for financial statement purposes are accounted

30

Eaton Vance Structured Emerging Markets Fundas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

for on a trade date basis. Realized gains and losses on investments sold are determined on the basis of identified cost.

CIncome — 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 Fund is informed of the ex-dividend date. Withholding taxes on foreign dividends and capital gains have been provided for in accordance with the Fund’s understanding of the applicable countries’ tax rules and rates. Interest income is recorded on the basis of interest accrued, adjusted for amortization of premium or accretion of discount.

DFederal Taxes — The Fund’s policy is to comply with the provisions of the Internal Revenue Code applicable to regulated investment companies and to distribute to shareholders each year substantially all of its net investment income, and all or substantially all of its net realized capital gains. Accordingly, no provision for federal income or excise tax is necessary.

In addition to the requirements of the Internal Revenue Code, the Fund may also be subject to local taxes on the recognition of capital gains in certain countries. In determining the daily net asset value, the Fund estimates the accrual for such taxes, if any, based on the unrealized appreciation on certain portfolio securities and the related tax rates. Tax expense attributable to unrealized appreciation is included in the change in unrealized appreciation (depreciation) on investments. Capital gains taxes on securities sold are included in net realized gain (loss) on investments.

At October 31, 2009, the Fund, for federal income tax purposes, had a capital loss carryforward of $41,752,868 which will reduce its taxable income arising from future net realized gains on investment transactions, if any, to the extent permitted by the Internal Revenue Code, and thus will reduce the amount of distributions to shareholders, which would otherwise be necessary to relieve the Fund of any liability for federal income or excise tax. Such capital loss carryforward will expire on October 31, 2016 ($5,017,454) and October 31, 2017 ($36,735,414).

As of October 31, 2009, the Fund had no uncertain tax positions that would require financial statement recognition, de-recognition, or disclosure. Each of the Fund’s federal tax returns filed in the 3-year period ended October 31, 2009 remains subject to examination by the Internal Revenue Service.

EExpenses — The majority of expenses of the Trust are directly identifiable to an individual fund. Expenses which are not readily identifiable to a specific fund are allocated taking into consideration, among other things, the nature and type of expense and the relative size of the funds.

FExpense Reduction — State Street Bank and Trust Company (SSBT) serves as custodian of the Fund. Pursuant to the custodian agreement, SSBT receives a fee reduced by credits, which are determined based on the average daily cash balance the Fund maintains with SSBT. All credit balances, if any, used to reduce the Fund’s custodian fees are reported as a reduction of expenses in the Statement of Operations.

GForeign Currency Translation — Investment valuations, other assets, and liabilities initially expressed in foreign currencies are translated each business day into U.S. dollars based upon current exchange rates. Purchases and sales of foreign investment securities and income and expenses denominated in foreign currencies are translated into U.S. dollars based upon currency exchange rates in effect on the respective dates of such transactions. Recognized gains or losses on investment transactions attributable to changes in foreign currency exchange rates are recorded for financial statement purposes as net realized gains and losses on investments. That portion of unrealized gains and losses on investments that results from fluctuations in foreign currency exchange rates is not separately disclosed.

HUse 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.

IIndemnifications — Under the Trust’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 Fund, and shareholders are indemnified against personal liability for the obligations of the Trust. Additionally, in the normal course of business, the Fund enters into agreements with service providers that may contain indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred.

JRedemption Fees — Upon the redemption or exchange of shares by Class A or Class I shareholders within 90 days of the settlement of purchase, a fee of 1% of the current net asset value of these shares will be

31

Eaton Vance Structured Emerging Markets Fundas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

assessed and retained by the Fund for the benefit of the remaining shareholders. The redemption fee is accounted for as an addition to paid-in capital.

KRepurchase Agreements — The Fund may enter into repurchase agreements collateralized by U.S. Treasury obligations, U.S. agency obligations, commercial paper and mortgage-backed securities involving any or all of its assets with banks and broker-dealers determined to be creditworthy by the Fund’s investment adviser, Eaton Vance Management (EVM). Under a repurchase agreement, the Fund buys a security at one price and simultaneously promises to sell that same security back to the seller at a higher price for settlement at a later date. The Fund’s repurchase agreements provide that the value of the collateral underlying the repurchase agreement will always be at least equal to the repurchase price, including any accrued interest earned on the repurchase agreement, and will be marked to market daily. The repurchase date is usually overnight, but may be within seven days of the original purchase date. In the event of bankruptcy of the counterparty or a third party custodian, the Fund might experience delays in recovering its cash or experience a loss.

2Distributions to Shareholders

It is the present policy of the Fund to make at least one distribution annually (normally in December) of all or substantially all of its net investment income and to distribute annually all or substantially all of its net realized capital gains (reduced by available capital loss carryforwards from prior years, if any). Distributions are declared separately for each class of shares. Shareholders may reinvest income and capital gain distributions in additional shares of the same class of the Fund at the net asset value as of the ex-dividend date or, at the election of the shareholder, receive distributions in cash. The Fund distinguishes between distributions on a tax basis and a financial reporting basis. Accounting principles generally accepted in the United States of America require that only distributions in excess of tax basis earnings and profits be reported in the financial statements as a return of capital. Permanent differences between book and tax accounting relating to distributions are reclassified to paid-in capital. For tax purposes, distributions from short-term capital gains are considered to be from ordinary income.

The tax character of distributions declared for the years ended October 31, 2009 and October 31, 2008 was as follows:

	Year Ended October 31,
	2009		2008
Distributions declared from:
Ordinary income	$	4,918,001	$	3,219,590
Long-term capital gains	$	—	$	1,121,716

During the year ended October 31, 2009, accumulated net realized loss was decreased by $870,422 and accumulated undistributed net investment income was decreased by $870,422 due to differences between book and tax accounting, primarily for foreign currency gain (loss) and investments in passive foreign investment companies (PFICs). These reclassifications had no effect on the net assets or net asset value per share of the Fund.

As of October 31, 2009, the components of distributable earnings (accumulated losses) and unrealized appreciation (depreciation) on a tax basis were as follows:

Undistributed ordinary income	$	8,716,377
Capital loss carryforward	$	(41,752,868	)
Net unrealized appreciation	$	52,617,883

The differences between components of distributable earnings (accumulated losses) on a tax basis and the amounts reflected in the Statement of Assets and Liabilities are primarily due to wash sales and investments in PFICs.

3Investment Adviser Fee and Other Transactions with Affiliates

The investment adviser fee is earned by EVM as compensation for management and investment advisory services rendered to the Fund. The fee is computed at an annual rate of 0.85% of the Fund’s average daily net assets up to $500 million, 0.80% from $500 million up to $1 billion and at reduced rates as daily net assets exceed that level, and is payable monthly. For the year ended October 31, 2009, the investment adviser fee amounted to $4,772,724 or 0.83% of the Fund’s average daily net assets. Pursuant to a sub-advisory agreement, EVM has delegated the investment management of the Fund to Parametric Portfolio Associates, LLC (Parametric), an affiliate of EVM. EVM pays Parametric a portion of its advisory fee for sub-advisory services provided to the Fund. The administration fee is earned by EVM for administering the business affairs of the Fund and is computed at an annual rate of 0.15% of the Fund’s average daily net assets. For the year ended October 31, 2009, the administration fee amounted to $854,671.

EVM has agreed to waive its fees and reimburse expenses to the extent that total annual operating expenses exceed 1.60%, 2.35% and 1.35% of the average daily net assets of Class A, Class C and Class I, respectively, through February 28, 2010. Thereafter, the waiver and reimbursement may be changed or terminated at any time. Prior to March 1, 2009, EVM had agreed to waive its fees and reimburse expenses to the extent that total annual operating expenses exceeded 1.50%, 2.25% and 1.25% of the average daily net assets of Class A, Class C and Class I, respectively. Pursuant to these agreements, EVM waived fees and reimbursed expenses of $101,012 for the year ended October 31, 2009.

32

Eaton Vance Structured Emerging Markets Fundas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

EVM serves as the sub-transfer agent of the Fund and receives from the transfer agent an aggregate fee based upon the actual expenses incurred by EVM in the performance of these services. For the year ended October 31, 2009, EVM earned $8,106 in sub-transfer agent fees. The Fund was informed that Eaton Vance Distributors, Inc. (EVD), an affiliate of EVM and the Fund’s principal underwriter, received $18,206 as its portion of the sales charge on sales of Class A shares for the year ended October 31, 2009. EVD also received distribution and service fees from Class A and Class C shares (see Note 4) and contingent deferred sales charges (see Note 5).

Except for Trustees of the Fund who are not members of EVM’s organization, officers and Trustees receive remuneration for their services to the Fund out of the investment adviser fee. Trustees of the Fund who are not affiliated with EVM 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, 2009, no significant amounts have been deferred. Certain officers and Trustees of the Fund are officers of EVM.

4Distribution Plans

The Fund has in effect a distribution plan for Class A shares (Class A Plan) pursuant to Rule 12b-1 under the 1940 Act. The Class A Plan provides that the Fund will pay EVD a distribution and service fee of 0.25% per annum of its average daily net assets attributable to Class A shares for distribution services and facilities provided to the Fund by EVD, as well as for personal services and/or the maintenance of shareholder accounts. Distribution and service fees paid or accrued to EVD for the year ended October 31, 2009 amounted to $189,851 for Class A shares.

The Fund also has in effect a distribution plan for Class C shares (Class C Plan) pursuant to Rule 12b-1 under the 1940 Act. The Class C Plan requires the Fund to pay EVD amounts equal to 0.75% per annum of its average daily net assets attributable to Class C shares for providing ongoing distribution services and facilities to the Fund. The Fund will automatically discontinue payments to EVD during any period in which there are no outstanding Uncovered Distribution Charges, which are equivalent to the sum of (i) 6.25% of the aggregate amount received by the Fund for Class C shares sold, plus (ii) interest calculated by applying the rate of 1% over the prevailing prime rate to the outstanding balance of Uncovered Distribution Charges of EVD of Class C, reduced by the aggregate amount of contingent deferred sales charges (see Note 5) and amounts theretofore paid or payable to EVD by Class C. For the year ended October 31, 2009, the Fund paid or accrued to EVD $81,500 for Class C shares representing 0.75% of the average daily net assets of Class C shares. At October 31, 2009, the amount of Uncovered Distribution Charges of EVD calculated under the Class C Plan was approximately $1,299,000.

The Class C Plan also authorizes the Fund to make payments of service fees to EVD, financial intermediaries and other persons equal to 0.25% per annum of its average daily net assets attributable to that class. Service fees paid or accrued are for personal services and/or the maintenance of shareholder accounts. They are separate and distinct from the sales commissions and distribution fees payable to EVD and, as such, are not subject to automatic discontinuance when there are no outstanding Uncovered Distribution Charges of EVD. Service fees paid or accrued for the year ended October 31, 2009 amounted to $27,167 for Class C shares.

5Contingent Deferred Sales Charges

A contingent deferred sales charge (CDSC) of 1% generally is imposed on redemptions of Class C shares made within one year of purchase. Class A shares may be subject to a 1% CDSC if redeemed within 18 months of purchase (depending on the circumstances of purchase). Generally, the CDSC is based upon the lower of the net asset value at date of redemption or date of purchase. No charge is levied on shares acquired by reinvestment of dividends or capital gain distributions. No CDSC is levied on shares which have been sold to EVM or its affiliates or to their respective employees or clients and may be waived under certain other limited conditions. CDSCs received on Class C redemptions are paid to EVD to reduce the amount of Uncovered Distribution Charges calculated under the Fund’s Class C Plan. CDSCs received on Class C redemptions when no Uncovered Distribution Charges exist are credited to the Fund. For the year ended October 31, 2009, the Fund was informed that EVD received approximately $17,000 and $14,000 of CDSCs paid by Class A and Class C shareholders, respectively.

6Purchases and Sales of Investments

Purchases and sales of investments, other than short-term obligations, aggregated $376,944,049 and $64,090,361, respectively, for the year ended October 31, 2009.

7Shares of Beneficial Interest

The Fund’s Declaration of Trust permits the Trustees to issue an unlimited number of full and fractional shares of beneficial interest (without par value). Such shares may be issued in a number of different series (such as the Fund) and classes. Transactions in Fund shares were as follows:

33

Eaton Vance Structured Emerging Markets Fundas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

	Year Ended October 31,
Class A	2009			2008
Sales		5,726,915			7,647,293
Issued to shareholders electing to receive payments of distributions in Fund shares		67,744			53,728
Redemptions		(6,304,186	)		(3,432,341	)
Net increase (decrease)		(509,527	)		4,268,680
	Year Ended October 31,
Class C	2009			2008
Sales		569,119			941,092
Issued to shareholders electing to receive payments of distributions in Fund shares		1,081			3,583
Redemptions		(396,257	)		(331,065	)
Net increase		173,943			613,610
	Year Ended October 31,
Class I	2009			2008
Sales		51,045,504			22,610,736
Issued to shareholders electing to receive payments of distributions in Fund shares		281,707			125,248
Redemptions		(16,779,246	)		(4,920,012	)
Net increase		34,547,965			17,815,972

For the years ended October 31, 2009 and October 31, 2008, the Fund received $48,379 and $22,156, respectively, in redemption fees.

8Federal Income Tax Basis of Investments

The cost and unrealized appreciation (depreciation) of investments of the Fund at October 31, 2009, as determined on a federal income tax basis, were as follows:

Aggregate cost	$	910,752,764
Gross unrealized appreciation	$	130,462,151
Gross unrealized depreciation		(77,439,408	)
Net unrealized appreciation	$	53,022,743

9Line of Credit

The Fund 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 Fund solely to facilitate the handling of unusual and/or unanticipated short-term cash requirements. Interest is charged to the 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 Fund did not have any significant borrowings or allocated fees during the year ended October 31, 2009.

10Risks Associated with Foreign Investments

Investing in securities issued by companies whose principal business activities are outside the United States may involve significant risks not present in domestic investments. For example, there is generally less publicly available information about foreign companies, particularly those not subject to the disclosure and reporting requirements of the U.S. securities laws. Certain foreign issuers are generally not bound by uniform accounting, auditing, and financial reporting requirements and standards of practice comparable to those applicable to domestic issuers. Investments in foreign securities also involve the risk of possible adverse changes in investment or exchange control regulations, expropriation or confiscatory taxation, limitation on the removal of funds or other assets of the Fund, political or financial instability or diplomatic and other developments which could affect such investments. Foreign stock markets, while growing in volume and sophistication, are generally not as developed as those in the United States, and securities of some foreign issuers (particularly those located in developing countries) may be less liquid and more volatile than securities of comparable U.S. companies. In general, there is less overall governmental supervision and regulation of foreign securities markets, broker-dealers and issuers than in the United States.

11Fair Value Measurements

The Fund adopted FASB Statement of Financial Accounting Standards No. 157 (FAS 157), “Fair Value Measurements”, (currently FASB Accounting Standards Codification (ASC) 820-10), effective November 1, 2008. Such standard established a three-tier hierarchy to prioritize the assumptions, referred to as inputs, used in valuation techniques to measure fair value. The three-tier hierarchy of inputs is summarized in the three broad levels listed below.

•  Level 1 – quoted prices in active markets for identical investments

•  Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

•  Level 3 – significant unobservable inputs (including a fund’s own assumptions in determining the fair value of investments)

34

Eaton Vance Structured Emerging Markets Fundas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

At October 31, 2009, the inputs used in valuing the Fund’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		Total
Asset Description	(Level 1)		(Level 2)			(Level 3)
Common Stocks
Asia/Pacific	$	32,218,550	$	317,408,830		$	0	$	349,627,380
Emerging Europe		12,364,613		184,947,168			0		197,311,781
Latin America		178,453,211		—			0		178,453,211
Middle East/Africa		47,651,389		169,085,799			—		216,737,188
Total Common Stocks	$	270,687,763	$	671,441,797	*	$	0	$	942,129,560
Convertible Bonds		—		25,443			—		25,443
Equity-Linked Securities		—		6,924,920			—		6,924,920
Investment Funds		—		3,956,057			—		3,956,057
Rights		8,043		—			—		8,043
Warrants		1,484		—			—		1,484
Short-Term Investments		—		10,730,000			—		10,730,000
Total Investments	$	270,697,290	$	693,078,217		$	0	$	963,775,507

* Includes foreign equity securities whose values were adjusted to reflect market trading that occurred after the close of trading in their applicable foreign markets.

The following is a reconciliation of Level 3 assets for which significant unobservable inputs were used to determine fair value:

	Investments in
	Common Stocks
Balance as of October 31, 2008	$	0
Realized gains (losses)		—
Change in net unrealized appreciation (depreciation)*		0
Net purchases (sales)		0
Accrued discount (premium)		—
Net transfers to (from) Level 3		—
Balance as of October 31, 2009	$	0
Change in net unrealized appreciation (depreciation) on investments still held as of October 31, 2009*	$	0

* Amount is included in the related amount on investments in the Statement of Operations.

All Level 3 investments held at October 31, 2009 and October 31, 2008 were valued at $0.

12Review for Subsequent Events

In connection with the preparation of the financial statements of the Fund as of and for the year ended October 31, 2009, events and transactions subsequent to October 31, 2009 through December 21, 2009, the date the financial statements were issued, have been evaluated by the Fund’s management for possible adjustment and/or disclosure. Management has not identified any subsequent events requiring financial statement disclosure as of the date these financial statements were issued.

35

Eaton Vance Structured Emerging Markets Fundas of October 31, 2009

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Trustees of Eaton Vance Mutual Funds
Trust and Shareholders of Eaton Vance Structured
Emerging Markets Fund:

We have audited the accompanying statement of assets and liabilities of Eaton Vance Structured Emerging Markets Fund (the ”Fund”)(one of the funds constituting Eaton Vance Mutual Funds Trust), including the portfolio of investments, as of October 31, 2009, 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 financial highlights for each of the three years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights, based on our audits. The financial highlights for the period from the start of business, June 30, 2006, to October 31, 2006, were audited by other auditors. Those auditors expressed an unqualified opinion on those financial highlights in their report dated December 20, 2006.

We conducted our audits in accordance with the 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 financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of October 31, 2009, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Eaton Vance Structured Emerging Markets Fund as of October 31, 2009, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the three years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 21, 2009

36

Eaton Vance Structured Emerging Markets Fundas of October 31, 2009

FEDERAL TAX INFORMATION (Unaudited)

The Form 1099-DIV you receive in January 2010 will show the tax status of all distributions paid to your account in calendar year 2009. Shareholders are advised to consult their own tax adviser with respect to the tax consequences of their investment in the Fund. As required by the Internal Revenue Code regulations, shareholders must be notified within 60 days of the Fund’s fiscal year end regarding the status of qualified dividend income for individuals and the foreign tax credit.

Qualified Dividend Income. The Fund designates $11,212,254 or up to the maximum amount of such dividends allowable pursuant to the Internal Revenue Code, as qualified dividend income eligible for the reduced tax rate of 15%.

Foreign Tax Credit. The Fund paid foreign taxes of $1,597,789 and recognized foreign source income of $18,192,734.

37

Eaton Vance Structured Emerging Markets 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 27, 2009, the Board, including a majority of the Independent Trustees, voted to approve continuation of existing advisory and sub-advisory agreements for the Eaton Vance Funds for an additional one-year period. In voting its approval, the Board relied upon the affirmative recommendation of the Contract Review Committee of the Board (formerly the Special Committee), which is a committee comprised exclusively of Independent Trustees. Prior to making its recommendation, the Contract Review Committee reviewed information furnished for a series of meetings of the Contract Review Committee held in February, March and April 2009. Such information included, among other things, the following:

Information about Fees, Performance and Expenses

•  An independent report comparing the advisory and related fees paid by each fund with fees paid by comparable funds;

•  An independent report comparing each fund’s total expense ratio and its components to comparable funds;

•  An independent report comparing the investment performance of each fund to the investment performance of comparable funds over various time periods;

•  Data regarding investment performance in comparison to relevant peer groups of funds and appropriate indices;

•  Comparative information concerning fees charged by each adviser for managing other mutual funds and institutional accounts using investment strategies and techniques similar to those used in managing the fund;

•  Profitability analyses for each adviser with respect to each fund;

Information about Portfolio Management

•  Descriptions of the investment management services provided to each fund, including the investment strategies and processes employed, and any changes in portfolio management processes and personnel;

•  Information concerning the allocation of brokerage and the benefits received by each adviser as a result of brokerage allocation, including information concerning the acquisition of research through “soft dollar” benefits received in connection with the funds’ brokerage, and the implementation of a soft dollar reimbursement program established with respect to the funds;

•  Data relating to portfolio turnover rates of each fund;

•  The procedures and processes used to determine the fair value of fund assets and actions taken to monitor and test the effectiveness of such procedures and processes;

Information about each Adviser

•  Reports detailing the financial results and condition of each adviser;

•  Descriptions of the qualifications, education and experience of the individual investment professionals whose responsibilities include portfolio management and investment research for the funds, and information relating to their compensation and responsibilities with respect to managing other mutual funds and investment accounts;

•  Copies of the Codes of Ethics of each adviser and its affiliates, together with information relating to compliance with and the administration of such codes;

•  Copies of or descriptions of each adviser’s proxy voting policies and procedures;

•  Information concerning the resources devoted to compliance efforts undertaken by each adviser and its affiliates on behalf of the funds (including descriptions of various compliance programs) and their record of compliance with investment policies and restrictions, including policies with respect to market-timing, late trading and selective portfolio disclosure, and with policies on personal securities transactions;

•  Descriptions of the business continuity and disaster recovery plans of each adviser and its affiliates;

Other Relevant Information

•  Information concerning the nature, cost and character of the administrative and other non-investment management services provided by Eaton Vance Management and its affiliates;

•  Information concerning management of the relationship with the custodian, subcustodians and fund accountants by each adviser or the funds’ administrator; and

•  The terms of each advisory agreement.

38

Eaton Vance Structured Emerging Markets 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, 2009, the Board met eighteen times and the Contract Review Committee, the Audit Committee, the Governance Committee, the Portfolio Management Committee and the Compliance Reports and Regulatory Matters Committee, each of which is a Committee comprised solely of Independent Trustees, met seven, five, six, six and six times, respectively. At such meetings, the Trustees received, among other things, presentations by the portfolio managers and other investment professionals of each adviser relating to the investment performance of each fund and the investment strategies used in pursuing the fund’s investment objective.

For funds that invest through one or more underlying portfolios, the Board considered similar information about the portfolio(s) when considering the approval of advisory agreements. In addition, in cases where the fund’s investment adviser has engaged a sub-adviser, the Board considered similar information about the sub-adviser when considering the approval of any sub-advisory agreement.

The Contract Review Committee was assisted throughout the contract review process by Goodwin Procter LLP, legal counsel for the Independent Trustees. The members of the Contract Review Committee relied upon the advice of such counsel and their own business judgment in determining the material factors to be considered in evaluating each advisory and sub-advisory agreement and the weight to be given to each such factor. The conclusions reached with respect to each advisory and sub-advisory agreement were based on a comprehensive evaluation of all the information provided and not any single factor. Moreover, each member of the Contract Review Committee may have placed varying emphasis on particular factors in reaching conclusions with respect to each advisory and sub-advisory agreement.

Results of the Process

Based on its consideration of the foregoing, and such other information as it deemed relevant, including the factors and conclusions described below, the Contract Review Committee concluded that the continuance of the investment advisory agreement of Eaton Vance Structured Emerging Markets Fund (the “Fund”) with Eaton Vance Management (the “Adviser”), and the sub-advisory agreement with Parametric Portfolio Associates (the “Sub-adviser”), including the fee structure of each agreement, are in the interests of shareholders and, therefore, the Contract Review Committee recommended to the Board approval of the agreements. 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 the investment advisory agreement and sub-advisory agreement for the Fund.

Nature, Extent and Quality of Services

In considering whether to approve the investment advisory agreement and sub-advisory agreement of the Fund, the Board evaluated the nature, extent and quality of services provided to the Fund by the Adviser and the Sub-adviser.

The Board considered the Adviser’s and Sub-adviser’s management capabilities and investment process with respect to the types of investments held by the Fund, including the education, experience and number of its investment professionals and other personnel who provide portfolio management, investment research, and similar services to the Fund. The Board evaluated the abilities and experience of such investment personnel in analyzing factors such as special considerations relevant to investing in emerging markets. The Board noted the Adviser’s in-house equity research capabilities. The Board also took into account the resources dedicated to portfolio management and other services, including the compensation paid to recruit and retain investment personnel, and the time and attention devoted to the Fund by senior management. With respect to the Sub-adviser, the Board noted the Sub-adviser’s experience in deploying quantitative-based investment strategies.

The Board also reviewed the compliance programs of the Adviser and relevant affiliates thereof, including the Sub-adviser. Among other matters, the Board considered compliance and reporting matters relating to personal trading by investment personnel, selective disclosure of portfolio holdings, late trading, frequent trading, portfolio valuation, business continuity and the allocation of investment opportunities. The Board also evaluated the responses of the Adviser and its affiliates to requests from regulatory authorities such as the Securities and Exchange Commission and the Financial Industry Regulatory Authority.

The Board considered shareholder and other administrative services provided or managed by Eaton Vance Management and its affiliates, including transfer agency and accounting services. The Board evaluated the benefits to shareholders of investing in a fund that is a part of a large family of funds, including the ability, in many cases, to exchange an investment among different funds without incurring additional sales charges.

The Board considered the Adviser’s recommendations for Board action and other steps taken in response to the unprecedented dislocations experienced in the capital markets over recent periods, including sustained periods of high volatility, credit disruption and

39

Eaton Vance Structured Emerging Markets Fund

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

government intervention. In particular, the Board considered the Adviser’s efforts and expertise with respect to each of the following matters as they relate to the Fund and/or other funds within the Eaton Vance family of funds: (i) negotiating and maintaining the availability of bank loan facilities and other sources of credit used for investment purposes or to satisfy liquidity needs; (ii) establishing the fair value of securities and other instruments held in investment portfolios during periods of market volatility and issuer-specific disruptions; and (iii) the ongoing monitoring of investment management processes and risk controls.

After consideration of the foregoing factors, among others, the Board concluded that the nature, extent and quality of services to be provided by the Adviser and Sub-adviser, taken as a whole, are appropriate and consistent with the terms of the investment advisory and sub-advisory agreements.

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-year ended September 30, 2008 for the Fund. The Board concluded that the Fund’s performance was satisfactory.

Management Fees and Expenses

The Board reviewed contractual investment advisory fee rates, including any administrative fee rates, paid by the Fund (referred to as “management fees”). As part of its review, the Board considered the Fund’s management fees and expense ratio for the one-year ended September 30, 2008. The Board considered the fact that the Adviser had waived fees and/or paid expenses for the Fund.

After reviewing the foregoing information, and in light of the nature, extent and quality of the services provided by the Adviser, the Board concluded with respect to the Fund that the management fees charged for advisory and related services and the Fund’s total expense ratio are reasonable.

Profitability

The Board reviewed the level of profits realized by the Adviser and relevant affiliates thereof, including the Sub-adviser, in providing investment advisory and administrative services to the Fund and to all Eaton Vance Funds as a group. The Board considered the level of profits realized without regard to revenue sharing or other payments by the Adviser and its affiliates to third parties in respect of distribution services. The Board also considered other direct or indirect benefits received by the Adviser and its affiliates in connection with its relationship with the Fund, 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 Fund 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, the Board also considered the extent to which the Adviser and its affiliates, including the Sub-adviser, on the one hand, and the Fund, on the other hand, can expect to realize benefits from economies of scale as the assets of the Fund 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 Portfolios 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. The Board noted the structure of the advisory fee, which includes breakpoints at several asset levels. 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, including the Sub-adviser, and the Fund.

40

Eaton Vance Structured Emerging Markets Fund

MANAGEMENT AND ORGANIZATION

Fund Management. The Trustees of Eaton Vance Mutual Funds Trust (the Trust) are responsible for the overall management and supervision of the Trust’s affairs. The Trustees and officers of the Trust 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 hold indefinite terms of office. The “Noninterested Trustees” consist of those Trustees who are not “interested persons” of the Trust, as that term is defined under the 1940 Act. The business address of each Trustee and officer is Two International Place, Boston, Massachusetts 02110. 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, “Parametric” refers to Parametric Portfolio Associates LLC and “EVD” refers to Eaton Vance Distributors, Inc. EVC and EV are the corporate parent and trustee, respectively, of EVM and BMR. EVD is the Fund’s principal underwriter and a wholly-owned subsidiary of EVC. Each officer affiliated with Eaton Vance may hold a position with other Eaton Vance affiliates that is comparable to his or her position with EVM listed below.

		Term of		Number of Portfolios
	Position(s)	Office and		in Fund Complex
Name and	with the	Length of	Principal Occupation(s)	Overseen By
Date of Birth	Trust	Service	During Past Five Years	Trustee(1)		Other Directorships Held
Interested Trustee
Thomas E. Faust Jr. 5/31/58	Trustee and President	Trustee since 2007 and President since 2002	Chairman, Chief Executive Officer and President of EVC, Director and President of EV, Chief Executive Officer and President of EVM and BMR, and Director of EVD. Trustee and/or officer of 176 registered investment companies and 4 private investment companies managed by EVM or BMR. Mr. Faust is an interested person because of his positions with EVM, BMR, EVD, EVC and EV, which are affiliates of the Trust.		176	Director of EVC
Noninterested Trustees
Benjamin C. Esty 1/2/63	Trustee	Since 2005	Roy and Elizabeth Simmons Professor of Business Administration and Finance Unit Head, Harvard University Graduate School of Business Administration.		176	None
Allen R. Freedman 4/3/40	Trustee	Since 2007	Former Chairman (2002-2004) and a Director (1983-2004) of Systems & Computer Technology Corp. (provider of software to higher education). Formerly, a Director of Loring Ward International (fund distributor) (2005-2007). Formerly, Chairman and a Director of Indus International, Inc. (provider of enterprise management software to the power generating industry) (2005-2007).		176	Director of Assurant, Inc. (insurance provider) and Stonemor Partners, L.P. (owner and operator of cemeteries)
William H. Park 9/19/47	Trustee	Since 2003	Vice Chairman, Commercial Industrial Finance Corp. (specialty finance company) (since 2006). Formerly, President and Chief Executive Officer, Prizm Capital Management, LLC (investment management firm) (2002-2005).		176	None
Ronald A. Pearlman 7/10/40	Trustee	Since 2003	Professor of Law, Georgetown University Law Center.		176	None
Helen Frame Peters 3/22/48	Trustee	Since 2008	Professor of Finance, Carroll School of Management, Boston College. Adjunct Professor of Finance, Peking University, Beijing, China (since 2005).		176	Director of BJ’s Wholesale Club, Inc. (wholesale club retailer)
Heidi L. Steiger 7/8/53	Trustee	Since 2007	Managing Partner, Topridge Associates LLC (global wealth management firm) (since 2008); Senior Advisor (since 2008), President (2005-2008), Lowenhaupt Global Advisors, LLC (global wealth management firm). Formerly, President and Contributing Editor, Worth Magazine (2004-2005). Formerly, Executive Vice President and Global Head of Private Asset Management (and various other positions), Neuberger Berman (investment firm) (1986-2004).		176	Director of Nuclear Electric Insurance Ltd. (nuclear insurance provider), Aviva USA (insurance provider) and CIFG (family of financial guaranty companies) and Advisory Director of Berkshire Capital Securities LLC (private investment banking firm)

41

Eaton Vance Structured Emerging Markets Fund

MANAGEMENT AND ORGANIZATION CONT’D

		Term of		Number of Portfolios
	Position(s)	Office and		in Fund Complex
Name and	with the	Length of	Principal Occupation(s)	Overseen By
Date of Birth	Trust	Service	During Past Five Years	Trustee(1)		Other Directorships Held
Noninterested Trustees (continued)
Lynn A. Stout 9/14/57	Trustee	Since 1998	Paul Hastings Professor of Corporate and Securities Law (since 2006) and Professor of Law (2001-2006), University of California at Los Angeles School of Law.		176	None
Ralph F. Verni 1/26/43	Chairman of the Board and Trustee	Chairman of the Board since 2007 and Trustee since 2005	Consultant and private investor.		176	None

Principal Officers who are not Trustees

		Term of
	Position(s)	Office and
Name and	with the	Length of	Principal Occupation(s)
Date of Birth	Trust	Service	During Past Five Years
William H. Ahern, Jr. 7/28/59	Vice President	Since 1995	Vice President of EVM and BMR. Officer of 76 registered investment companies managed by EVM or BMR.
John R. Baur 2/10/70	Vice President	Since 2008	Vice President of EVM and BMR. Previously, attended Johnson Graduate School of Management, Cornell University (2002-2005), and prior thereto he was an Account Team Representative in Singapore for Applied Materials, Inc. Officer of 35 registered investment companies managed by EVM or BMR.
Michael A. Cirami 12/24/75	Vice President	Since 2008	Vice President of EVM and BMR. Officer of 35 registered investment companies managed by EVM or BMR.
Cynthia J. Clemson 3/2/63	Vice President	Since 2005	Vice President of EVM and BMR. Officer of 92 registered investment companies managed by EVM or BMR.
Charles B. Gaffney 12/4/72	Vice President	Since 2007	Director of Equity Research and a Vice President of EVM and BMR. Officer of 32 registered investment companies managed by EVM or BMR.
Christine M. Johnston 11/9/72	Vice President	Since 2007	Vice President of EVM and BMR. Officer of 37 registered investment companies managed by EVM or BMR.
Aamer Khan 6/7/60	Vice President	Since 2005	Vice President of EVM and BMR. Officer of 35 registered investment companies managed by EVM or BMR.
Thomas H. Luster 4/8/62	Vice President	Since 2006	Vice President of EVM and BMR. Officer of 54 registered investment companies managed by EVM or BMR.
Robert B. MacIntosh 1/22/57	Vice President	Since 1998	Vice President of EVM and BMR. Officer of 91 registered investment companies managed by EVM or BMR.
Jeffrey A. Rawlins 10/6/61	Vice President	Since 2009	Vice President of EVM and BMR. Previously, a Managing Director of the Fixed Income Group at State Street Research and Management (1989-2005). Officer of 31 registered investment companies managed by EVM or BMR.
Duncan W. Richardson 10/26/57	Vice President	Since 2001	Director of EVC and Executive Vice President and Chief Equity Investment Officer of EVC, EVM and BMR. Officer of 82 registered investment companies managed by EVM or BMR.
Judith A. Saryan 8/21/54	Vice President	Since 2003	Vice President of EVM and BMR. Officer of 51 registered investment companies managed by EVM or BMR.
Susan Schiff 3/13/61	Vice President	Since 2002	Vice President of EVM and BMR. Officer of 37 registered investment companies managed by EVM or BMR.

42

Eaton Vance Structured Emerging Markets Fund

MANAGEMENT AND ORGANIZATION CONT’D

		Term of
	Position(s)	Office and
Name and	with the	Length of	Principal Occupation(s)
Date of Birth	Trust	Service	During Past Five Years
Principal Officers who are not Trustees (continued)
Thomas Seto 9/27/62	Vice President	Since 2007	Vice President and Director of Portfolio Management of Parametric. Officer of 32 registered investment companies managed by EVM or BMR.
David M. Stein 5/4/51	Vice President	Since 2007	Managing Director and Chief Investment Officer of Parametric. Officer of 32 registered investment companies managed by EVM or BMR.
Dan R. Strelow 5/27/59	Vice President	Since 2009	Vice President of EVM and BMR since 2005. Previously, a Managing Director (since 1988) and Chief Investment Officer (since 2001) of the Fixed Income Group at State Street Research and Management. Officer of 31 registered investment companies managed by EVM or BMR.
Mark S. Venezia 5/23/49	Vice President	Since 2007	Vice President of EVM and BMR. Officer of 38 registered investment companies managed by EVM or BMR.
Adam A. Weigold 3/22/75	Vice President	Since 2007	Vice President of EVM and BMR. Officer of 69 registered investment companies managed by EVM or BMR.
Barbara E. Campbell 6/19/57	Treasurer	Since 2005	Vice President of EVM and BMR. Officer of 176 registered investment companies managed by EVM or BMR.
Maureen A. Gemma 5/24/60	Secretary and Chief Legal Officer	Secretary since 2007 and Chief Legal Officer since 2008	Vice President of EVM and BMR. Officer of 176 registered investment companies managed by EVM or BMR.
Paul M. O’Neil 7/11/53	Chief Compliance Officer	Since 2004	Vice President of EVM and BMR. Officer of 176 registered investment companies managed by EVM or BMR.

(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 can be obtained without charge on Eaton Vance’s website at www.eatonvance.com or by calling 1-800-262-1122.

43

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Investment Adviser and Administrator of

Eaton Vance Structured Emerging Markets Fund

Eaton Vance Management

Two International Place

Boston, MA 02110

Sub-Adviser of Eaton Vance Structured Emerging Markets Fund

Parametric Portfolio Associates, LLC

1151 Fairview Avenue N.

Seattle, WA 98109

Principal Underwriter*

Eaton Vance Distributors, Inc.

Two International Place

Boston, MA 02110

(617) 482-8260

Custodian

State Street Bank and Trust Company

200 Clarendon Street

Boston, MA 02116

Transfer Agent

PNC Global Investment Servicing

Attn: Eaton Vance Funds

P.O. Box 9653

Providence, RI 02940-9653

(800) 262-1122

Independent Registered Public Accounting Firm

Deloitte & Touche LLP

200 Berkeley Street

Boston, MA 02116-5022

Eaton Vance Structured Emerging Markets Fund

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.

2774-12/09 SEMSRC

Item 2. Code of Ethics

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

Item 3. Audit Committee Financial Expert

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

Item 4. Principal Accountant Fees and Services

(a)-(d)

Eaton Vance Tax-Managed Small-Cap Value Fund, Eaton Vance Tax-Managed Mid-Cap Core Fund, Eaton Vance Multi-Cap Growth Fund, Eaton Vance Tax-Managed Value Fund, Eaton Vance Tax-Managed International Equity Fund, Eaton Vance Tax-Managed Small-Cap Fund, Eaton Vance Tax-Managed Equity Asset Allocation Fund, Eaton Vance High Income Opportunities Fund, Eaton Vance Floating-Rate Fund, Eaton Vance Floating-Rate & High Income Fund, Eaton Vance Floating-Rate Advantage Fund, Eaton Vance Global Macro Absolute Return Fund, Eaton Vance Emerging Markets Local Income Fund, Eaton Vance International Income Fund, Eaton Vance Low Duration Fund, Eaton Vance Government Obligations Fund, Eaton Vance Diversified Income Fund, Eaton Vance Large-Cap Core Research Fund, Eaton Vance Tax-Managed Dividend Income Fund, Eaton Vance Dividend Income Fund, Eaton Vance International Equity Fund, Eaton Vance Structured Emerging Markets Fund, (the “Fund(s)”) are series of Eaton Vance Mutual Funds Trust (the “Trust”), a Massachusetts business trust, which, including the Funds, contains a total of 30 series (the “Series”). The Trust is registered under the Investment Company Act of 1940 as an open-end management investment company. This Form N-CSR relates to the Funds’ annual reports.

The following tables present the aggregate fees billed to each Fund for the Fund’s respective fiscal years ended October 31, 2008 and October 31, 2009 by the Fund’s principal accountant, Deloite & Touche LLP (D&T) for professional services rendered for the audit of the Fund’s annual financial statements and fees billed for other services rendered by D&T during such periods.

Eaton Vance Tax-Managed Small-Cap Value Fund

Fiscal Years Ended	10/31/08		10/31/09
Audit Fees	$	11,260	$	10,225
Audit-Related Fees(1)		0		0
Tax Fees(2)		6,770		6,770
All Other Fees(3)		0		1,500
Total	$	18,030	$	18,495

Eaton Vance Tax-Managed Mid-Cap Core Fund

Fiscal Years Ended	10/31/08		10/31/09
Audit Fees	$	11,260	$	10,225
Audit-Related Fees(1)		0		0
Tax Fees(2)		7,010		7,010
All Other Fees(3)		0		1,500
Total	$	18,270	$	18,735

Eaton Vance Tax-Managed Multi-Cap Growth Fund

Fiscal Years Ended	10/31/08		10/31/09
Audit Fees	$	13,550	$	12,515
Audit-Related Fees(1)		0		0
Tax Fees(2)		6,770		7,020
All Other Fees(3)		0		1,500
Total	$	20,320	$	21,035

Eaton Vance Tax-Managed Value Fund

Fiscal Years Ended	10/31/08		10/31/09
Audit Fees	$	15,850	$	14,815
Audit-Related Fees(1)		0		0
Tax Fees(2)		7,010		7,010
All Other Fees(3)		0		1,500
Total	$	22,860	$	23,325

Eaton Vance Tax-Managed International Equity Fund

Fiscal Years Ended	10/31/08		10/31/09
Audit Fees	$	13,550	$	12,515
Audit-Related Fees(1)		0		0
Tax Fees(2)		6,890		6,890
All Other Fees(3)		0		1,500
Total	$	20,440	$	20,905

Eaton Vance Tax-Managed Small-Cap Fund

Fiscal Years Ended	10/31/08		10/31/09
Audit Fees	$	17,960	$	16,925
Audit-Related Fees(1)		0		0
Tax Fees(2)		7,010		7,010
All Other Fees(3)		0		1,500
Total	$	24,970	$	25,435

Eaton Vance Tax-Managed Equity Asset Allocation Fund

Fiscal Years Ended	10/31/08		10/31/09
Audit Fees	$	51,835	$	50,800
Audit-Related Fees(1)		0		0
Tax Fees(2)		18,690		18,690
All Other Fees(3)		0		2,500
Total	$	70,525	$	71,990

Eaton Vance High Income Opportunities Fund

Fiscal Years Ended	10/31/08		10/31/09
Audit Fees	$	14,850	$	13,815
Audit-Related Fees(1)		0		0
Tax Fees(2)		6,770		8,020
All Other Fees(3)		0		1,500
Total	$	21,620	$	23,335

Eaton Vance Floating-Rate Fund

Fiscal Years Ended	10/31/08		10/31/09
Audit Fees	$	14,600	$	13,565
Audit-Related Fees(1)		0		0
Tax Fees(2)		7,010		7,760
All Other Fees(3)		0		1,500
Total	$	21,610	$	22,825

Eaton Vance Floating-Rate & High Income Fund

Fiscal Years Ended	10/31/08		10/31/09
Audit Fees	$	14,600	$	13,565
Audit-Related Fees(1)		0		0
Tax Fees(2)		7,010		8,260
All Other Fees(3)		0		1,500
Total	$	21,610	$	23,325

Eaton Vance Global Macro Absolute Return Fund

Fiscal Years Ended	10/31/08		10/31/09
Audit Fees	$	19,665	$	18,630
Audit-Related Fees(1)		0		0
Tax Fees(2)		10,350		10,725
All Other Fees(3)		0		2,500
Total	$	30,015	$	31,855

Eaton Vance Emerging Markets Local Income Fund

Fiscal Years Ended	10/31/08		10/31/09
Audit Fees	$	11,905	$	10,870
Audit-Related Fees(1)		0		0
Tax Fees(2)		8,800		9,175
All Other Fees(3)		0		1,500
Total	$	20,705	$	21,545

Eaton Vance International Income Fund

Fiscal Years Ended	10/31/08		10/31/09
Audit Fees	$	11,905	$	10,870
Audit-Related Fees(1)		0		0
Tax Fees(2)		8,800		9,050
All Other Fees(3)		0		1,500
Total	$	20,705	$	21,420

Eaton Vance Low Duration Fund

Fiscal Years Ended	10/31/08		10/31/09
Audit Fees	$	25,875	$	25,840
Audit-Related Fees(1)		0		0
Tax Fees(2)		12,420		13,420
All Other Fees(3)		0		2,500
Total	$	38,295	$	41,760

Eaton Vance Government Obligations Fund

Fiscal Years Ended	10/31/08		10/31/09
Audit Fees	$	25,875	$	25,840
Audit-Related Fees(1)		0		0
Tax Fees(2)		11,390		12,140
All Other Fees(3)		0		1,500
Total	$	37,265	$	39,480

Eaton Vance Diversified Income Fund

Fiscal Years Ended	10/31/08		10/31/09
Audit Fees	$	19,665	$	18,630
Audit-Related Fees(1)		0		0
Tax Fees(2)		16,530		16,280
All Other Fees(3)		0		2,500
Total	$	36,195	$	37,410

Eaton Vance Floating-Rate Advantage Fund

Period Ended	10/31/08		10/31/09
Audit Fees	$	17,585	$	16,550
Audit-Related Fees(1)		0		0
Tax Fees(2)		20,000		21,000
All Other Fees(3)		0		2,500
Total	$	37,585	$	40,050

Eaton Vance Large-Cap Core Research Fund

Fiscal Years Ended	10/31/08		10/31/09
Audit Fees	$	24,835	$	23,800
Audit-Related Fees(1)		0		0
Tax Fees(2)		8,080		8,080
All Other Fees(3)		5		1,500
Total	$	32,920	$	33,380

Eaton Vance Tax-Managed Dividend Income Fund

Fiscal Years Ended	10/31/08		10/31/09
Audit Fees	$	51,315	$	50,280
Audit-Related Fees(1)		0		0
Tax Fees(2)		10,310		10,310
All Other Fees(3)		194		2,500
Total	$	61,819	$	63,090

Eaton Vance Dividend Income Fund

Fiscal Years Ended	10/31/08		10/31/09
Audit Fees	$	13,690	$	12,655
Audit-Related Fees(1)		0		0
Tax Fees(2)		8,570		8,570
All Other Fees(3)		0		1,500
Total	$	22,260	$	22,725

Eaton Vance International Equity Fund

Fiscal Years Ended	10/31/08		10/31/09
Audit Fees	$	13,690	$	12,655
Audit-Related Fees(1)		0		0
Tax Fees(2)		8,570		8,570
All Other Fees(3)		0		1,500
Total	$	22,260	$	22,725

Eaton Vance Structured Emerging Markets Fund

Fiscal Years Ended	10/31/08		10/31/09
Audit Fees	$	71,415	$	70,380
Audit-Related Fees(1)		0		0
Tax Fees(2)		11,390		11,390
All Other Fees(3)		0		1,500
Total	$	82,805	$	83,270

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 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 principal accountant other than audit, audit-related, and tax services.

The various Series comprising the Trust have differing fiscal year ends (October 31 or December 31). The following table presents the aggregate audit, audit-related, tax, and other fees billed to all of the Series in the Trust by each Series’ respective principal accountant for the last two fiscal years of each Series.

Fiscal Years	12/31/07		10/31/08		12/31/08		10/31/09
Ended	D&T		D&T		D&T		D&T
Audit Fees	$	100,290	$	939,405	$	107,310	$	529,055
Audit-Related Fees(1)		0		0		0		0
Tax Fees(2)	$	24,068	$	309,560	$	24,930	$	256,590
All Other Fees(3)		0		58,322		0		44,500
Total	$	124,358	$	1,307,287	$	133,010	$	830,145

(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 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 principal accountant other than audit, audit-related, and tax services.

For both the Funds’ fiscal years ended October 31, 2008 and October 31, 2009, the Fund was billed $40,000, by D&T, for work done in connection with its Rule 17Ad-13 examination of Eaton Vance 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 for services rendered to all of the Series in the Trust by each Series’s respective principal accountant for the last two fiscal years of each Series; and (ii) the aggregate non-audit fees (i.e., fees for audit-related, tax, and other services) billed to the Eaton Vance organization by each Series’ respective principal accountant for the last two fiscal years of each Series.

Fiscal Years	12/31/07		10/31/08		12/31/08		10/31/09
Ended	D&T		D&T		D&T		D&T
Registrant(1)	$	24,068	$	367,882	$	24,930	$	301,090
Eaton Vance(2)	$	281,446	$	325,329	$	345,473	$	280,861

(1)	Includes all of the Series of the Trust. During the fiscal years reported above, certain of the Funds were “feeder” funds in a “master-feeder” fund structure or funds of funds.
(2)	Various subsidiaries of Eaton Vance Corp. act in either an investment advisory and/or service provider capacity with respect to the Series and/or their respective “master” funds (if applicable).

(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. 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.

Eaton Vance Mutual Funds Trust

By:	/s/ Thomas E. Faust Jr.
	Thomas E. Faust Jr.
	President

Date: December 15, 2009

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

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

Date: December 15, 2009

By:	/s/ Thomas E. Faust Jr.
	Thomas E. Faust Jr.
	President

Date: December 15, 2009