Eaton Vance Floating-Rate & High Income Fund NCSR 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, 2010

Date of Reporting Period

Item 1. Reports to Stockholders

IMPORTANT NOTICES

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. 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 U.S. Government Money Market Fund as of October 31, 2010

MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE

Economic and Market Conditions

Thomas H. Luster, CFA Co-Portfolio Manager	•	The 12-month period ending October 31, 2010, opened with early signs of economic recovery and significantly less volatility in the credit markets than in the previous period. Economic growth, while slow, returned during the period, with GDP (gross domestic product) for all four quarters posting positive results.

Maria C. Cappellano Co-Portfolio Manager	•	Throughout the year, the Federal Reserve held policy rates between 0.00% and 0.25%, acknowledging the slow pace of economic recovery and employment, as well as the relative stability of the inflation outlook. The Fed also telegraphed its intention to institute a second round of quantitative easing, which would entail purchasing significant amounts of longer- term Treasury securities in an effort to accelerate economic recovery.

Management Discussion

•		During the last year, the Fund completed its transition to a government money market fund as the Securities and Exchange Commission (SEC) implemented sweeping reform to the rules that govern the universe of money market funds. As of October 31, 2010, the Fund was primarily invested in U.S. Government agency bonds and U.S. Treasury obligations. Among other mandates, the SEC reform created new liquidity requirements and a shorter weighted average maturity, reducing the Fund’s yield as demand for shorter maturity securities increased.

•		If the current low-rate environment and the Fed’s target rate of 0.00% to 0.25% continue, the ability of the Fund and its peers to generate positive yield will remain limited.

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 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.

Eaton Vance U.S. Government Money Market Fund as of October 31, 2010

FUND PERFORMANCE

Performance¹

Class A

Class B

Class C

Share Class Symbol

EHCXX

EBHXX

ECHXX

Average Annual Total Returns (at net asset value)

One Year

0.00

N.A.

Five Years

2.43

N.A.

Ten Years

2.05

N.A.

Life of Fund^†

5.63

0.00

^†^†

0.00

^†^†

SEC Average Annual Total Returns (including sales charge or applicable CDSC)

One Year

0.00

N.A.

Five Years

2.43

N.A.

Ten Years

2.05

N.A.

Life of Fund^†

5.63

-5.00

^†^†

-1.00

^†^†


^†		Inception Dates – Class A: 1/27/75; Class B: 12/7/09; Class C: 12/7/09
^†^†		Performance is cumulative since share class inception.


¹		Average Annual Total Returns do not include the applicable contingent deferred sales charges (CDSC) for Class B and Class C shares. If the sales charge were deducted, the returns would be lower. SEC Average Annual Total Returns for Class B reflect the maximum 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 shares are offered at net asset value. Although the Fund seeks to maintain a stable net asset value of $1.00 per share, it is possible to lose money by investing in the Fund.


Current SEC Yield (annualized)^2,3
For the 7-day period ended 10/31/10

Class A	0.00	%
Class B	0.00
Class C	0.00


²		Past performance is no guarantee of future results. Performance is for the stated time period only; the Fund’s current yield may be lower or higher than the quoted yield. Yield quotation more closely reflects current earnings than quotations of total return. For current yield information, please call 1-800-262-1122.
³		The Fund’s investment adviser has voluntarily undertaken to reimburse expenses or waive fees to the extent necessary to maintain a yield of not less than zero.


Total Annual
Operating Expenses⁴	Class A			Class B			Class C

Expense Ratio		0.76	%		1.66	%		1.66	%


⁴		Source: Prospectus dated 3/1/10.

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 (if 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; 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.

Portfolio Composition

Asset Allocation

By net assets

Eaton Vance U.S. Government Money Market Fund as of October 31, 2010

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, 2010 – October 31, 2010).

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 U.S. Government Money Market Fund


	Beginning Account Value		Ending Account Value		Expenses Paid During Period*
	(5/1/10)		(10/31/10)		(5/1/10 – 10/31/10)


Actual
Class A		$1,000.00		$1,000.00		$1.06	**
Class B		$1,000.00		$1,000.00		$1.06	**
Class C		$1,000.00		$1,000.00		$1.06	**





Hypothetical
(5% return per year before expenses)
Class A		$1,000.00		$1,024.10		$1.07	**
Class B		$1,000.00		$1,024.10		$1.07	**
Class C		$1,000.00		$1,024.10		$1.07	**


	*	Expenses are equal to the Fund’s annualized expense ratio of 0.21% for Class A shares, 0.21% for Class B shares and 0.21% 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, 2010.

	**	Absent an allocation of certain expenses to affiliates, expenses would be higher.

Eaton Vance U.S. Government Money Market Fund as of October 31, 2010

PORTFOLIO OF INVESTMENTS


Government-Backed Corporate Bonds⁽¹⁾— 4.0%

Principal Amount
(000’s omitted)		Security	Value



Banks and Money Services — 3.5%

$	1,175	Bank of America, MTN, 0.47%, 12/23/10⁽²⁾	$	1,175,540
	1,000	Citibank, 0.289%, 7/12/11⁽²⁾		1,000,972
	500	Citigroup, Inc., 0.842%, 12/9/10⁽²⁾		500,287
	1,500	Goldman Sachs Group, Inc., 0.796%, 12/3/10⁽²⁾		1,500,935
	1,000	JPMorgan Chase & Co., 2.625%, 12/1/10		1,001,812
	500	JPMorgan Chase & Co., 0.42%, 4/1/11⁽²⁾		500,518


			$	5,680,064




Diversified Financial Services — 0.5%

$	940	General Electric Capital Corp., MTN, 0.922%, 12/9/10⁽²⁾	$	940,619


			$	940,619



Total Government-Backed Corporate Bonds
(amortized cost $6,620,683)			$	6,620,683




U.S. Government Agency Obligations — 81.3%

Principal Amount
(000’s omitted)		Security	Value


		Federal Home Loan Bank:
$	2,000	0.28%, 11/10/10	$	2,000,012
	540	0.239%, 1/14/11⁽²⁾		540,013
	2,890	1.625%, 3/16/11		2,901,831
	3,900	0.25%, 5/27/11⁽²⁾		3,898,860
	1,500	0.27%, 5/27/11⁽²⁾		1,500,000
	670	0.29%, 5/27/11⁽²⁾		670,000
	1,350	0.40%, 10/3/11		1,350,000
	1,500	0.40%, 11/18/11		1,500,000
	3,963	Discount Note, 0.10%, 11/1/10		3,963,000
	3,059	Discount Note, 0.165%, 11/3/10		3,058,972
	3,762	Discount Note, 0.17%, 11/3/10		3,761,964
	7,000	Discount Note, 0.17%, 11/10/10		6,999,702
	4,962	Discount Note, 0.18%, 11/12/10		4,961,727
	1,000	Discount Note, 0.30%, 11/12/10		999,908
	694	Discount Note, 0.17%, 11/19/10		693,941
	3,873	Discount Note, 0.18%, 12/8/10		3,872,283
	1,500	Discount Note, 0.275%, 12/10/10		1,499,553
	2,000	Discount Note, 0.17%, 1/12/11		1,999,320
	7,900	Discount Note, 0.155%, 1/20/11		7,897,279
	2,137	Discount Note, 0.175%, 1/21/11		2,136,159


			$	56,204,524



		Federal Home Loan Mortgage Corp.:
$	1,610	0.35%, 4/1/11⁽²⁾	$	1,611,407
	500	0.365%, 8/5/11⁽²⁾		500,349
	5,000	Discount Note, 0.32%, 11/16/10		4,999,333
	9,616	Discount Note, 0.18%, 11/29/10		9,614,654
	5,000	Discount Note, 0.18%, 12/7/10		4,999,100
	446	Discount Note, 0.32%, 12/7/10		445,857
	5,000	Discount Note, 0.185%, 12/13/10		4,998,921
	2,000	Discount Note, 0.20%, 12/13/10		1,999,533
	1,125	Discount Note, 0.17%, 12/27/10		1,124,703
	7,032	Discount Note, 0.155%, 1/3/11		7,030,093
	4,500	Discount Note, 0.18%, 1/10/11		4,498,425
	1,110	Discount Note, 0.28%, 1/19/11		1,109,318
	5,000	Discount Note, 0.17%, 1/25/11		4,997,993
	295	Discount Note, 0.19%, 2/8/11		294,846
	2,000	Discount Note, 0.20%, 2/15/11		1,998,822


			$	50,223,354



		Federal National Mortgage Association:
$	2,500	4.50%, 2/15/11	$	2,529,830
	580	0.264%, 5/13/11⁽²⁾		579,708
	670	Discount Note, 0.285%, 11/1/10		670,000
	1,621	Discount Note, 0.245%, 11/15/10		1,620,846
	1,500	Discount Note, 0.25%, 12/1/10		1,499,688
	2,360	Discount Note, 0.19%, 12/15/10		2,359,452
	500	Discount Note, 0.30%, 12/15/10		499,817
	2,500	Discount Note, 0.25%, 12/20/10		2,499,149
	1,185	Discount Note, 0.165%, 1/18/11		1,184,576
	909	Discount Note, 0.19%, 1/31/11		908,563
	853	Discount Note, 0.17%, 2/1/11		852,629
	9,308	Discount Note, 0.18%, 2/9/11		9,303,346
	1,500	Discount Note, 0.29%, 2/17/11		1,498,695
	50	Discount Note, 0.32%, 8/1/11		49,879


			$	26,056,178



Total U.S. Government Agency Obligations
(amortized cost $132,484,056)			$	132,484,056




U.S. Treasury Obligations — 16.7%

Principal Amount
(000’s omitted)		Security	Value


$	5,000	U.S. Treasury Bill, 0.15%, 11/18/10	$	4,999,646
	5,000	U.S. Treasury Bill, 0.15%, 12/9/10		4,999,208
	5,000	U.S. Treasury Bill, 0.155%, 12/16/10		4,999,031
	5,000	U.S. Treasury Bill, 0.155%, 1/13/11		4,998,428
	3,984	U.S. Treasury Bill, 0.155%, 2/3/11		3,982,388

See notes to financial statements

Eaton Vance U.S. Government Money Market Fund as of October 31, 2010

PORTFOLIO OF INVESTMENTS CONT’D


U.S. Treasury Obligations (continued)

Principal Amount
(000’s omitted)		Security	Value


$	2,500	U.S. Treasury Bill, 0.175%, 2/3/11	$	2,498,858
	684	U.S. Treasury Bill, 0.17%, 4/7/11		683,493



Total U.S. Treasury Obligations
(amortized cost $27,161,052)			$	27,161,052



Total Investments — 102.0%
(amortized cost $166,265,791)⁽³⁾			$	166,265,791



Other Assets, Less Liabilities — (2.0)%			$	(3,247,611	)



Net Assets — 100.0%			$	163,018,180

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

MTN - Medium-Term Note


(1)		Bonds are guaranteed by the Federal Deposit Insurance Corporation (FDIC) Temporary Liquidity Guarantee Program. The program provides for the payment of principal and interest by the FDIC in the event of default by the issuer through the earlier of the maturity date of the bond or December 31, 2012, the expiration date of the program.

(2)		Variable rate security. The stated interest rate represents the rate in effect at October 31, 2010.

(3)		Cost for federal income taxes is the same.

See notes to financial statements

Eaton Vance U.S. Government Money Market Fund as of October 31, 2010

FINANCIAL STATEMENTS

Statement of Assets and Liabilities


As of October 31, 2010

Assets

Investments, at amortized cost	$	166,265,791
Cash		97
Interest receivable		53,146
Receivable for Fund shares sold		249,348


Total assets	$	166,568,382





Liabilities

Payable for investments purchased	$	1,500,000
Payable for Fund shares redeemed		1,385,025
Distributions payable		33
Payable to affiliates:
Due to investment adviser		592,686
Trustees’ fees		42
Accrued expenses		72,416


Total liabilities	$	3,550,202


Net Assets	$	163,018,180





Sources of Net Assets

Paid-in capital	$	163,222,578
Accumulated net realized loss		(204,398	)


Total	$	163,018,180





Class A Shares

Net Assets	$	117,408,679
Shares Outstanding*		117,647,064
Net Asset Value and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	1.00





Class B Shares

Net Assets	$	35,279,936
Shares Outstanding*		35,279,314
Net Asset Value and Offering Price Per Share**
(net assets ¸ shares of beneficial interest outstanding)	$	1.00





Class C Shares

Net Assets	$	10,329,565
Shares Outstanding*		10,329,142
Net Asset Value and Offering Price Per Share**
(net assets ¸ shares of beneficial interest outstanding)	$	1.00


*	Shares of beneficial interest have no par value and unlimited authorization.

**	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, 2010

Investment Income

Interest	$	255,344
Interest income allocated from Portfolio		112,878
Expenses allocated from Portfolio		(112,878	)


Total investment income	$	255,344





Expenses

Investment adviser fee	$	630,491
Distribution and service fees
Class B		267,932
Class C		72,922
Trustees’ fees and expenses		250
Custodian fee		37,013
Transfer and dividend disbursing agent fees		140,590
Legal and accounting services		38,893
Printing and postage		37,397
Registration fees		89,938
Miscellaneous		11,764


Total expenses	$	1,327,190


Deduct —
Reduction of custodian fee	$	11
Waiver of fees and reimbursement of expenses by affiliates		1,071,904


Total expense reductions	$	1,071,915



Net expenses	$	255,275



Net investment income	$	69





Realized and Unrealized Gain (Loss)

Net realized gain (loss) —
Investment transactions	$	2,016
Investment transactions allocated from Portfolio		20,925


Net realized gain	$	22,941



Net increase in net assets from operations	$	23,010

See notes to financial statements

Eaton Vance U.S. Government Money Market Fund as of October 31, 2010

FINANCIAL STATEMENTS CONT’D

Statements of Changes in Net Assets


Increase (Decrease)	Year Ended			Year Ended
in Net Assets	October 31, 2010			October 31, 2009

From operations —
Net investment income	$	69		$	561,422
Net realized gain from investment transactions		22,941			317,026


Net increase in net assets from operations	$	23,010		$	878,448


Distributions to shareholders —
From net investment income
Class A⁽¹⁾	$	(54	)	$	(533,136	)
Class B		(12	)		—
Class C		(3	)		—
Tax return of capital		—			(28,286	)


Total distributions to shareholders	$	(69	)	$	(561,422	)


Transactions in shares of beneficial interest at Net Asset Value of $1.00 per share —
Proceeds from sale of shares
Class A⁽¹⁾	$	284,140,642		$	362,492,912
Class B		7,307,127			—
Class C		27,770,008			—
Net asset value of shares issued to shareholders in payment of distributions declared
Class A⁽¹⁾		24			379,523
Class B		3			—
Cost of shares redeemed
Class A⁽¹⁾		(358,197,528	)		(527,122,806	)
Class B		(21,513,671	)		—
Class C		(17,440,866	)		—
Net asset value of shares exchanged
Class A		12,859,509			—
Class B		(12,859,509	)		—
Issued in connection with tax-free reorganization (see Note 9)
Class B		62,345,364			—


Net decrease in net assets from Fund share transactions	$	(15,588,897	)	$	(164,250,371	)



Net decrease in net assets	$	(15,565,956	)	$	(163,933,345	)





Net Assets

At beginning of year	$	178,584,136		$	342,517,481


At end of year	$	163,018,180		$	178,584,136


⁽¹⁾	Effective December 7, 2009, the Fund commenced offering multiple classes of shares. Shares outstanding prior to that date were designated as Class A shares.

See notes to financial statements

Eaton Vance U.S. Government Money Market Fund as of October 31, 2010

FINANCIAL STATEMENTS CONT’D

Financial Highlights


	Class A⁽¹⁾

	Year Ended October 31,												Year Ended December 31,
										Period Ended
	2010			2009			2008			October 31, 2007⁽²⁾			2006			2005

Net asset value — Beginning of period	$	1.000		$	1.000		$	1.000		$	1.000		$	1.000		$	1.000





Income (Loss) From Operations

Net investment income⁽³⁾	$	0.000	⁽⁴⁾	$	0.002		$	0.030		$	0.040		$	0.043		$	0.024




Less Distributions

From net investment income	$	(0.000	)⁽⁴⁾	$	(0.002	)	$	(0.030	)	$	(0.040	)	$	(0.043	)	$	(0.024	)
Tax return of capital		—			(0.000	)⁽⁴⁾		—			—			—			—


Total distributions	$	(0.000	)	$	(0.002	)	$	(0.030	)	$	(0.040	)	$	(0.043	)	$	(0.024	)



Net asset value — End of period	$	1.000		$	1.000		$	1.000		$	1.000		$	1.000		$	1.000



Total Return⁽⁵⁾		0.00	%⁽⁷⁾		0.17	%		3.02	%		4.04	%⁽⁶⁾		4.40	%⁽⁸⁾		2.48	%⁽⁸⁾




Ratios/Supplemental Data

Net assets, end of period (000’s omitted)	$	117,409		$	178,584		$	342,517		$	174,122		$	119,983		$	94,969
Ratios (as a percentage of average daily net assets):
Expenses^(9)(10)		0.20	%⁽¹¹⁾		0.58	%⁽¹¹⁾		0.58	%		0.62	%⁽¹²⁾		0.75	%		0.80	%
Net investment income		0.00	%⁽⁷⁾		0.23	%		2.90	%		4.82	%⁽¹²⁾		4.32	%		2.46	%


(1)		Effective December 7, 2009, the Fund commenced offering multiple classes of shares. Shares outstanding prior to that date were designated as Class A shares.

(2)		For the ten months ended October 31, 2007. The Fund changed its fiscal year-end from December 31 to October 31.

(3)		Computed using average shares outstanding.

(4)		Amount is 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)		Amount is less than 0.005%.

(8)		During the years ended December 31, 2006 and 2005, the investment adviser reimbursed the Fund, through its investment in the Portfolio, for net losses realized on the disposal of investments which did not meet the Portfolio’s investment guidelines. The reimbursement was less than $0.01 per share and had no effect on total return for the years ended December 31, 2006 and 2005.

(9)		Includes the Fund’s share of the Portfolio’s allocated expenses for the period while the Fund was making investments directly into the Portfolio.

(10)		Excludes the effect of custody fee credits, if any, of less than 0.005%.

(11)		The investment adviser waived its investment adviser fee and reimbursed a portion of the Fund’s expenses and/or the investment adviser waived a portion of its investment adviser fee of the Portfolio during the period that the Fund invested in the Portfolio (equal to 0.50% and 0.18% of average daily net assets for the years ended October 31, 2010 and 2009, respectively). Absent this waiver and reimbursement total return would have been lower

(12)		Annualized.

See notes to financial statements

Eaton Vance U.S. Government Money Market Fund as of October 31, 2010

FINANCIAL STATEMENTS CONT’D

Financial Highlights


	Class B
	Period Ended
	October 31, 2010⁽¹⁾

Net asset value — Beginning of period	$	1.000




Income (Loss) From Operations

Net investment income⁽²⁾	$	0.000	⁽³⁾




Less Distributions

From net investment income	$	(0.000	)⁽³⁾


Total distributions	$	(0.000	)



Net asset value — End of period	$	1.000



Total Return⁽⁴⁾		0.00	%⁽⁵⁾⁽⁶⁾




Ratios/Supplemental Data

Net assets, end of period (000’s omitted)	$	35,280
Ratios (as a percentage of average daily net assets):
Expenses⁽⁷⁾⁽⁸⁾		0.20	%^(9)(10)
Net investment income		0.00	%⁽⁶⁾⁽⁹⁾


(1)		For the period from commencement of operations, December 7, 2009, to October 31, 2010.

(2)		Computed using average shares outstanding.

(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)		Not annualized.

(6)		Amount is less than 0.005%.

(7)		Includes the Fund’s share of the Portfolio’s allocated expenses for the period while the Fund was making investments directly into the Portfolio.

(8)		Excludes the effect of custody fee credits, if any, of less than 0.005%.

(9)		Annualized.


(10)		The investment adviser waived its investment adviser fee and reimbursed a portion of the Fund’s expenses, the investment adviser waived a portion of its investment adviser fee of the Portfolio during the period that the Fund invested in the Portfolio, and/or the distributor waived its distribution and service fees (equal to 1.40% of average daily net assets for the period ended October 31, 2010). Absent this waiver, total return would have been lower.

See notes to financial statements

Eaton Vance U.S. Government Money Market Fund as of October 31, 2010

FINANCIAL STATEMENTS CONT’D

Financial Highlights


	Class C
	Period Ended
	October 31, 2010⁽¹⁾

Net asset value — Beginning of period	$	1.000




Income (Loss) From Operations

Net investment income⁽²⁾	$	0.000	⁽³⁾




Less Distributions

From net investment income	$	(0.000	)⁽³⁾


Total distributions	$	(0.000	)



Net asset value — End of period	$	1.000



Total Return⁽⁴⁾		0.00	%⁽⁵⁾⁽⁶⁾




Ratios/Supplemental Data

Net assets, end of period (000’s omitted)	$	10,330
Ratios (as a percentage of average daily net assets):
Expenses⁽⁷⁾⁽⁸⁾		0.20	%^(9)(10)
Net investment income		0.00	%⁽⁶⁾⁽⁹⁾


(1)		For the period from commencement of operations, December 7, 2009, to October 31, 2010.

(2)		Computed using average shares outstanding.

(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)		Not annualized.

(6)		Amount is less than 0.005%.

(7)		Includes the Fund’s share of the Portfolio’s allocated expenses for the period while the Fund was making investments directly into the Portfolio.

(8)		Excludes the effect of custody fee credits, if any, of less than 0.005%.

(9)		Annualized.

(10)		The investment adviser waived its investment adviser fee and reimbursed a portion of the Fund’s expenses, the investment adviser waived a portion of its investment adviser fee of the Portfolio during the period that the Fund invested in the Portfolio, and/or the distributor waived its distribution and service fees (equal to 1.40% of average daily net assets for the period ended October 31, 2010). Absent this waiver, total return would have been lower.

See notes to financial statements

Eaton Vance U.S. Government Money Market Fund as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS

1 Significant Accounting Policies

Eaton Vance U.S. Government Money Market Fund (formerly, Eaton Vance Cash Management 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 provide as high a rate of income as may be consistent with preservation of capital and maintenance of liquidity. Prior to February 27, 2010, the Fund invested all of its investable assets in interests in Cash Management Portfolio (the Portfolio), a New York trust managed by Boston Management and Research (BMR), a subsidiary of Eaton Vance Management (EVM), having the same investment objective and policies as the Fund. As of the close of business on February 26, 2010, the Fund received its pro rata share of cash and securities from the Portfolio as part of a complete liquidation of the Portfolio (see Note 9). As of March 1, 2010, the Fund invests directly in securities. The Fund offers three classes of shares. The Fund’s shares outstanding as of the close of business on December 4, 2010 and prior to the offering of additional share classes, were designated as Class A shares. Class A shares are sold at net asset value with no front-end sales charge. Class B and Class C shares are only offered in exchange for Class B and Class C shares, respectively, of other Eaton Vance funds. Class B and Class C shares are offered 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 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 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 Investment Valuation — The Fund generally values its investment securities utilizing the amortized cost valuation technique permitted by Rule 2a-7 under the 1940 Act, pursuant to which the Fund 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, the Fund may value its investment securities based on available market quotations provided by a third party pricing service.

B Investment Transactions — Investment transactions for financial statement purposes are accounted for on a trade date basis. Realized gains and losses on investments sold are determined on the basis of identified cost.

C Income — Interest income is recorded on the basis of interest accrued, adjusted for amortization of premium or accretion of discount. Prior to February 27, 2010, the net investment income or loss consisted 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.

D Federal 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, 2010, the Fund, for federal income tax purposes, had a capital loss carryforward of $204,398 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. During the year ended October 31, 2010, a capital loss carryforward of $22,941 was utilized to offset net realized gains by the Fund.

As of October 31, 2010, 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, 2010 remains subject to examination by the Internal Revenue Service.

E Expenses — 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.

Eaton Vance U.S. Government Money Market Fund as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS CONT’D

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.

G Use of Estimates — The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expense during the reporting period. Actual results could differ from those estimates.

H Indemnifications — 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. Under Massachusetts law, if certain conditions prevail, shareholders of a Massachusetts business trust (such as the Trust) could be deemed to have personal liability for the obligations of the Trust. However, the Trust’s Declaration of Trust contains an express disclaimer of liability on the part of Fund shareholders and the By-laws provide that the Trust shall assume the defense on behalf of any Fund shareholders. Moreover, the By-laws also provide for indemnification out of Fund property of any shareholder held personally liable solely by reason of being or having been a shareholder for all loss or expense arising from such liability. 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.

2 Distributions to Shareholders

The net investment income of the Fund is determined daily, and substantially all of the net investment income so determined is declared daily as a dividend 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.

The tax character of distributions declared for the years ended October 31, 2010 and October 31, 2009 was as follows:


	Year Ended October 31,
	2010		2009


Distributions declared from:
Ordinary income	$	69	$	533,136
Tax return of capital	$	—	$	28,286

As of October 31, 2010, the components of distributable earnings (accumulated losses) on a tax basis were as follows:


Capital loss carryforward		$	(204,398	)

3 Investment Adviser Fee and Other Transactions with Affiliates

The investment adviser fee is earned by BMR as compensation for investment advisory services rendered to the Fund. The fee is computed at an annual rate of 0.50% of the Fund’s average daily net assets up to $1 billion and is payable monthly. On net assets of $1 billion or more, the annual fee is reduced. Prior to February 27, 2010 when the Fund’s assets were invested in the Portfolio, the Fund was allocated its share of the Portfolio’s adviser fee. The Portfolio paid advisory fees to BMR on the same fee schedule as that of the Fund as described above. For the year ended October 31, 2010, the Fund’s allocated portion of the adviser fee paid by the Portfolio totaled $274,045 and the adviser fee paid by the Fund amounted to $630,491. For the year ended October 31, 2010, the Fund’s investment adviser fee, including the adviser fee allocated from the Portfolio, was 0.50% of the Fund’s average daily net assets. BMR has voluntarily undertaken to waive fees or reimburse expenses of the Fund (and prior to February 27, 2010, of the Portfolio) to the extent necessary to maintain a yield of not less than zero. For the year ended October 31, 2010, BMR waived investment adviser fees and reimbursed expenses of the Fund of $731,050. In addition, the Fund’s allocated portion of the fee waiver and expense reimbursement by BMR from the Portfolio was $173,812. The Fund’s distributor also waived its fees (see Note 4). EVM serves as the administrator of the Fund, but receives no compensation.

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, 2010, EVM earned $8,145 in sub-transfer agent fees. Eaton Vance Distributors, Inc. (EVD), an affiliate of EVM and the Fund’s principal underwriter, also

Eaton Vance U.S. Government Money Market Fund as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS CONT’D

receives distribution and service fees from 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 or BMR’s organizations, 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 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, 2010, no significant amounts have been deferred. Certain officers and Trustees of the Fund are officers of the above organizations.

4 Distribution Plans

The Fund 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% of its average daily net assets attributable to Class B and Class C shares for providing ongoing distribution services and facilities to the Fund. On issuance of Class B and Class C shares of the Fund in exchange for shares of an Eaton Vance fund, the respective class will assume a portion of the Uncovered Distribution Charges associated with the shares so exchanged. Uncovered Distribution Charges are generally equivalent to the sum of (i) 5% and 6.25% of the aggregate amount received by an Eaton Vance 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. The Fund will automatically discontinue payments to EVD during any period in which there are no outstanding Uncovered Distribution Charges. For the year ended October 31, 2010, the Fund accrued to EVD $223,277 and $60,768 for Class B and Class C shares, respectively, representing 0.75% (annualized) of the average daily net assets of Class B and Class C shares, all of which were voluntarily waived by EVD. At October 31, 2010, the amounts of Uncovered Distribution Charges of EVD calculated under the Class B and Class C Plans were approximately $14,648,000 and $1,025,000, 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% of its average daily net assets attributable to that class. The Trustees approved service fee payments equal to 0.15% per annum of the Fund’s average daily net assets for Class B and Class C shares. 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 accrued for the year ended October 31, 2010 amounted to $44,655 and $12,154 for Class B and Class C shares, respectively, all of which were waived by EVD.

5 Contingent Deferred Sales Charges

Class B and Class C shares are subject to a contingent deferred sales charge (CDSC) at the original CDSC rate that such shares were subject to prior to their exchange into the Fund. A CDSC generally is imposed on redemptions of Class B shares made within three to six years of purchase, depending on the fund from which shares were exchanged, at declining rates that begin at 5% and 3%, respectively. Class C shares are subject to a 1% CDSC if redeemed within one year of purchase. Generally, the CDSC is based on 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, 2010, the Fund was informed that EVD received approximately $75,000 and $6,000 of CDSCs paid by Class B and Class C shareholders, respectively.

6 Purchases and Sales of Investments

Purchases and sales of investments, including maturities, and other than investments acquired in the transfer of assets from the Portfolio as described below, for the year ended October 31, 2010 were as follows:


Purchases


Investments (non-U.S. Government)	$	8,043,767
U.S. Government and Agency Securities		2,681,575,944


	$	2,689,619,711


Sales


Investments (non-U.S. Government)	$	1,400,000
U.S. Government and Agency Securities		2,715,225,502


	$	2,716,625,502

Increases and decreases in the Fund’s investment in the Portfolio for the period from November 1, 2009 through February 26, 2010, were $70,251,287 and $238,424,175, respectively. Included in decreases is $157,294,661, representing the Fund’s interest in the Portfolio as of the close of business on February 26, 2010, which was exchanged for cash and securities of the Portfolio on that date having the same cost and value.

Eaton Vance U.S. Government Money Market Fund as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS CONT’D

7 Line 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. Because the line of credit is not available exclusively to the Fund, it may be unable to borrow some or all of its requested amounts at any particular time. The Fund did not have any significant borrowings or allocated fees during the year ended October 31, 2010.

8 Fair Value Measurements

Under generally accepted accounting principles for fair value measurements, a three-tier hierarchy to prioritize the assumptions, referred to as inputs, is used in valuation techniques to measure fair value. The three-tier hierarchy of inputs is summarized in the three broad levels listed below.


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

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

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

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. For example, money market securities are valued using amortized cost, in accordance with rules under the 1940 Act. Generally, amortized cost approximates the current fair value of a security, but since the value is not obtained from a quoted price in an active market, such securities are reflected as Level 2.

At October 31, 2010, 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

Government-Backed Corporate Bonds	$	—	$	6,620,683	$	—	$	6,620,683
U.S. Government Agency Obligations		—		132,484,056		—		132,484,056
U.S. Treasury Obligations		—		27,161,052		—		27,161,052


Total	$	—	$	166,265,791	$	—	$	166,265,791

9 Reorganization

As of the close of business on February 26, 2010, the Fund acquired the net assets of Eaton Vance Money Market Fund (Money Market Fund) pursuant to a plan of reorganization approved by the Trustees of the Trust. The acquisition was accomplished by a tax-free exchange of 62,345,364 shares of Class B of the Fund (valued at $62,345,364) for the same number of shares of the Money Market Fund, each outstanding on February 26, 2010. Money Market Fund’s investment in the Portfolio, with a fair value (and identified cost) of $62,450,436 was the principal asset acquired by the Fund. The aggregate net assets of the Fund immediately before the acquisition were $156,915,818. The net assets of Money Market Fund at that date of $62,345,364 were combined with those of the Fund, resulting in combined net assets of $219,261,182.

Assuming the acquisition had been completed on November 1, 2009, the beginning of the Fund’s annual reporting period, the Fund’s pro forma results of operations for the year ended October 31, 2010 are as follows:


Net investment loss	$	(9,257	)
Net realized gains	$	32,262
Net increase in net assets from operations	$	23,005

Because the combined investment portfolios have been managed as a single integrated portfolio since the acquisition was completed, it is not practicable to separate the amounts of revenue and earnings of Money Market Fund that have been included in the Fund’s Statement of Operations since February 27, 2010.

10 Name Change

Effective March 1, 2010, the name of the Eaton Vance U.S. Government Money Market Fund was changed from Eaton Vance Cash Management Fund. The name change was made in connection with a change to the Fund’s investment policies to provide that it will invest substantially all of its net assets in obligations of the U.S. Government and its agencies and instrumentalities.

Eaton Vance U.S. Government Money Market Fund as of October 31, 2010

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Trustees of Eaton Vance Mutual Funds Trust and Shareholders of Eaton Vance U.S. Government Money Market Fund (formerly Eaton Vance Cash Management Fund):

We have audited the accompanying statement of assets and liabilities of Eaton Vance U.S. Government Money Market Fund (formerly Eaton Vance Cash Management Fund) (the “Fund”) (one of the funds constituting Eaton Vance Mutual Funds Trust), including the portfolio of investments, as of October 31, 2010, 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 January 1, 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. The financial highlights for the years ended December 31, 2006 and 2005, were audited by other auditors. Those auditors expressed an unqualified opinion on those financial highlights in their report dated February 21, 2007.

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, 2010, 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 U.S. Government Money Market Fund as of October 31, 2010, 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 January 1, 2007, to October 31, 2007, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 14, 2010

Eaton Vance U.S. Government Money Market Fund as of October 31, 2010

FEDERAL TAX INFORMATION (Unaudited)

Eaton Vance U.S. Government Money Market Fund

BOARD OF TRUSTEES’ CONTRACT APPROVAL

Overview of the Contract Review Process

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

At a meeting of the Boards of Trustees (each a “Board”) of the Eaton Vance group of mutual funds (the “Eaton Vance Funds”) held on April 26, 2010, the Board, including a majority of the Independent Trustees, voted to approve continuation of existing advisory and sub-advisory agreements for the Eaton Vance Funds for an additional one-year period. In voting its approval, the Board relied upon the affirmative recommendation of the Contract Review Committee of the Board, which is a committee comprised exclusively of Independent Trustees. Prior to making its recommendation, the Contract Review Committee reviewed information furnished for a series of meetings of the Contract Review Committee held between February and April 2010. Such information included, among other things, the following:

Information about Fees, Performance and Expenses


	•	An independent report comparing the advisory and related fees paid by each fund with fees paid by comparable funds;
	•	An independent report comparing each fund’s total expense ratio and its components to comparable funds;
	•	An independent report comparing the investment performance of each fund (including yield where relevant) to the investment performance of comparable funds over various time periods;
	•	Data regarding investment performance in comparison to relevant peer groups of similarly managed funds and appropriate indices;
	•	For each fund, comparative information concerning the fees charged and the services provided by each adviser in managing other mutual funds and institutional accounts using investment strategies and techniques similar to those used in managing such fund;
	•	Profitability analyses for each adviser with respect to each fund;

Information about Portfolio Management


	•	Descriptions of the investment management services provided to each fund, including the investment strategies and processes employed, and any changes in portfolio management processes and personnel;
	•	Information concerning the allocation of brokerage and the benefits received by each adviser as a result of brokerage allocation, including information concerning the acquisition of research through “soft dollar” benefits received in connection with the funds’ brokerage, and the implementation of a soft dollar reimbursement program established with respect to the funds;
	•	Data relating to portfolio turnover rates of each fund;
	•	The procedures and processes used to determine the fair value of fund assets and actions taken to monitor and test the effectiveness of such procedures and processes;

Information about each Adviser


	•	Reports detailing the financial results and condition of each adviser;
	•	Descriptions of the qualifications, education and experience of the individual investment professionals whose responsibilities include portfolio management and investment research for the funds, and information relating to their compensation and responsibilities with respect to managing other mutual funds and investment accounts;
	•	Copies of the Codes of Ethics of each adviser and its affiliates, together with information relating to compliance with and the administration of such codes;
	•	Copies of or descriptions of each adviser’s policies and procedures relating to proxy voting, the handling of corporate actions and class actions;
	•	Information concerning the resources devoted to compliance efforts undertaken by each adviser and its affiliates on behalf of the funds (including descriptions of various compliance programs) and their record of compliance with investment policies and restrictions, including policies with respect to market-timing, late trading and selective portfolio disclosure, and with policies on personal securities transactions;
	•	Descriptions of the business continuity and disaster recovery plans of each adviser and its affiliates;
	•	A description of Eaton Vance Management’s procedures for overseeing third party advisers and sub-advisers;

Other Relevant Information


	•	Information concerning the nature, cost and character of the administrative and other non-investment management services provided by Eaton Vance Management and its affiliates;
	•	Information concerning management of the relationship with the custodian, subcustodians and fund accountants by each adviser or the funds’ administrator; and
	•	The terms of each advisory agreement.

Eaton Vance U.S. Government Money Market Fund

BOARD OF TRUSTEES’ CONTRACT APPROVAL CONT’D

In addition to the information identified above, the Contract Review Committee considered information provided from time to time by each adviser throughout the year at meetings of the Board and its committees. Over the course of the twelve-month period ended April 30, 2010, with respect to one or more Funds, the Board met ten times and the Contract Review Committee, the Audit Committee, the Governance Committee, the Portfolio Management Committee and the Compliance Reports and Regulatory Matters Committee, each of which is a Committee comprised solely of Independent Trustees, met nine, thirteen, three, eight and fifteen times, respectively. At such meetings, the Trustees received, among other things, presentations by the portfolio managers and other investment professionals of each adviser relating to the investment performance of each fund and the investment strategies used in pursuing the fund’s investment objective, as well as trading policies and procedures and risk management techniques.

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

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

Results of the Process

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. The Board considered the Adviser’s experience in managing portfolios consisting of high quality money market instruments and short-term obligations. The Board also took into account the resources dedicated to portfolio management and other services, including the compensation methods of the Adviser 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 in recent years from regulatory authorities such as the Securities and Exchange Commission and the Financial Industry Regulatory Authority.

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

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.

Eaton Vance U.S. Government Money Market Fund

BOARD OF TRUSTEES’ CONTRACT APPROVAL CONT’D

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, 2009 for the Fund. The Board concluded that the performance of the Fund was satisfactory.

Management Fees and Expenses

The Board reviewed contractual investment advisory fee rates payable by the Fund (referred to collectively as “management fees”). As part of its review, the Board considered the management fees and the Fund’s total expense ratio for the year ended September 30, 2009, as compared to a group of similarly managed funds selected by an independent data provider. The Board also considered factors that had an impact on Fund expense ratios, as identified by management in response to inquiries from the Contract Review Committee, as well as actions being taken to reduce expenses at the fund complex level.

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 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 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 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 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.

Eaton Vance U.S. Government Money Market 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

Principal Occupation(s)

in Fund Complex

Name and

with the

Length of

During Past Five Years

Overseen By

Other Directorships Held

Year of Birth

Trust

Service

and Other Relevant Experience

Trustee⁽¹⁾

During the Last Five Years⁽²⁾

Interested Trustee

Thomas E. Faust Jr.
1958

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 184 registered investment companies and 1 private investment company 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.

184

Director of EVC.

Noninterested Trustees

Benjamin C. Esty
1963

Trustee

Since 2005

Roy and Elizabeth Simmons Professor of Business Administration and Finance Unit Head, Harvard University Graduate School of Business Administration.

184

None

Allen R. Freedman
1940

Trustee

Since 2007

Private Investor and Consultant. 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).

184

Director of Assurant, Inc. (insurance provider) and Stonemor Partners, L.P. (owner and operator of cemeteries).

William H. Park
1947

Trustee

Since 2003

Chief Financial Officer, Aveon Group L.P. (an investment management firm) (since 2010). Formerly, Vice Chairman, Commercial Industrial Finance Corp. (specialty finance company) (2006-2010). Formerly, President and Chief Executive Officer, Prizm Capital Management, LLC (investment management firm) (2002-2005). Formerly, Executive Vice President and Chief Financial Officer, United Asset Management Corporation (an institutional investment management firm) (1982-2001). Formerly, Senior Manager, Price Waterhouse (now PricewaterhouseCoopers) (an independent registered public accounting firm) (1972-1981).

184

None

Ronald A. Pearlman
1940

Trustee

Since 2003

Professor of Law, Georgetown University Law Center. Formerly, Deputy Assistant Secretary (Tax Policy) and Assistant Secretary (Tax Policy), U.S. Department of the Treasury (1983-1985). Formerly, Chief of Staff, Joint Committee on Taxation, U.S. Congress (1988-1990).

184

None

Eaton Vance U.S. Government Money Market Fund

MANAGEMENT AND ORGANIZATION CONT’D

Term of

Number of Portfolios

Position(s)

Office and

Principal Occupation(s)

in Fund Complex

Name and

with the

Length of

During Past Five Years

Overseen By

Other Directorships Held

Year of Birth

Trust

Service

and Other Relevant Experience

Trustee⁽¹⁾

During the Last Five Years⁽²⁾

Noninterested Trustees (continued)

Helen Frame Peters
1948

Trustee

Since 2008

Professor of Finance, Carroll School of Management, Boston College. Formerly, Dean, Carroll School of Management, Boston College (2000-2002). Formerly, Chief Investment Officer, Fixed Income, Scudder Kemper Investments (investment management firm) (1998-1999). Formerly, Chief Investment Officer, Equity and Fixed Income, Colonial Management Associates (investment management firm) (1991-1998).

184

Director of BJ’s Wholesale Club, Inc. (wholesale club retailer). Formerly, Trustee of SPDR Index Shares Funds and SPDR Series Trust (exchange traded funds) (2000-2009). Formerly, Director of Federal Home Loan Bank of Boston (a bank for banks) (2007-2009).

Lynn A. Stout
1957

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. Professor Stout teaches classes in corporate law and securities regulation and is the author of numerous academic and professional papers on these areas.

184

None

Ralph F. Verni
1943

Chairman of
the Board
and Trustee

Chairman of the Board since 2007 and Trustee since 2005

Consultant and private investor. Formerly, Chief Investment Officer (1982-1992), Chief Financial Officer (1988-1990) and Director (1982-1992), New England Life. Formerly, Chairperson, New England Mutual Funds (1982-1992). Formerly, President and Chief Executive Officer, State Street Management & Research (1992-2000). Formerly, Chairperson, State Street Research Mutual Funds (1992-2000). Formerly, Director, W.P. Carey, LLC (1998-2004) and First Pioneer Farm Credit Corp. (2002-2006).

184

None

Principal Officers who are not Trustees


		Term of
	Position(s)	Office and
Name and	with the	Length of	Principal Occupation(s)
Year of Birth	Trust	Service	During Past Five Years


William H. Ahern, Jr. 1959	Vice President	Since 1995	Vice President of EVM and BMR. Officer of 80 registered investment companies managed by EVM or BMR.

John R. Baur 1970	Vice President	Since 2008	Vice President of EVM and BMR. Previously, attended Johnson Graduate School of Management, Cornell University (2002-2005), and prior thereto was an Account Team Representative in Singapore for Applied Materials Inc. Officer of 37 registered investment companies managed by EVM or BMR.

Maria C. Cappellano 1967	Vice President	Since 2009	Vice President of EVM and BMR. Officer of 49 registered investment companies managed by EVM or BMR.

Michael A. Cirami 1975	Vice President	Since 2008	Vice President of EVM and BMR. Officer of 37 registered investment companies managed by EVM or BMR.

Cynthia J. Clemson 1963	Vice President	Since 2005	Vice President of EVM and BMR. Officer of 96 registered investment companies managed by EVM or BMR.

John H. Croft 1962	Vice President	Since 2010	Vice President of EVM and BMR. Officer of 38 registered investment companies managed by EVM or BMR.

Charles B. Gaffney 1972	Vice President	Since 2007	Director of Equity Research and a Vice President of EVM and BMR. Officer of 33 registered investment companies managed by EVM or BMR.

Christine M. Johnston 1972	Vice President	Since 2007	Vice President of EVM and BMR. Officer of 40 registered investment companies managed by EVM or BMR.

Eaton Vance U.S. Government Money Market Fund

MANAGEMENT AND ORGANIZATION CONT’D


		Term of
	Position(s)	Office and
Name and	with the	Length of	Principal Occupation(s)
Year of Birth	Trust	Service	During Past Five Years


Principal Officers who are not Trustees (continued)

Aamer Khan 1960	Vice President	Since 2005	Vice President of EVM and BMR. Officer of 36 registered investment companies managed by EVM or BMR.

Thomas H. Luster 1962	Vice President	Since 2006	Vice President of EVM and BMR. Officer of 55 registered investment companies managed by EVM or BMR.

Jeffrey A. Rawlins 1961	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 33 registered investment companies managed by EVM or BMR.

Duncan W. Richardson 1957	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 1954	Vice President	Since 2003	Vice President of EVM and BMR. Officer of 54 registered investment companies managed by EVM or BMR.

Susan Schiff 1961	Vice President	Since 2002	Vice President of EVM and BMR. Officer of 38 registered investment companies managed by EVM or BMR.

Thomas Seto 1962	Vice President	Since 2007	Vice President and Director of Portfolio Management of Parametric. Officer of 33 registered investment companies managed by EVM or BMR.

David M. Stein 1951	Vice President	Since 2007	Managing Director and Chief Investment Officer of Parametric. Officer of 33 registered investment companies managed by EVM or BMR.

Eric A. Stein 1980	Vice President of the Trust	Since 2009	Vice President of EVM and BMR. Originally joined EVM in July 2002. Prior to re-joining EVM in September 2008, Mr. Stein worked at the Federal Reserve Bank of New York (2007-2008) and attended business school in Chicago, Illinois. Officer of 34 registered investment companies managed by EVM or BMR.

Dan R. Strelow 1959	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 33 registered investment companies managed by EVM or BMR.

Mark S. Venezia 1949	Vice President	Since 2007	Vice President of EVM and BMR. Officer of 40 registered investment companies managed by EVM or BMR.

Adam A. Weigold 1975	Vice President	Since 2007	Vice President of EVM and BMR. Officer of 73 registered investment companies managed by EVM or BMR.

Barbara E. Campbell 1957	Treasurer	Since 2005	Vice President of EVM and BMR. Officer of 184 registered investment companies managed by EVM or BMR.

Maureen A. Gemma 1960	Secretary and Chief Legal Officer	Secretary since 2007 and Chief Legal Officer since 2008	Vice President of EVM and BMR. Officer of 184 registered investment companies managed by EVM or BMR.

Paul M. O’Neil 1953	Chief Compliance Officer	Since 2004	Vice President of EVM and BMR. Officer of 184 registered investment companies managed by EVM or BMR.


(1)		Includes both master and feeder funds in a master-feeder structure.

(2)		During their respective tenures, the Trustees also served as trustees of one or more of the following Eaton Vance funds (which operated in the years noted): Eaton Vance Credit Opportunities Fund (launched in 2005 and terminated in 2010); Eaton Vance Insured Florida Plus Municipal Bond Fund (launched in 2002 and terminated in 2009); and Eaton Vance National Municipal Income Fund (launched in 1998 and terminated in 2009).

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.

This Page Intentionally Left Blank

Investment Adviser of Eaton Vance U.S. Government Money Market Fund

Boston Management and Research

Two International Place

Boston, MA 02110

Fund Administrator

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

BNY Mellon Asset 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 U.S. Government Money Market 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 or summary prospectus, if available. Before investing, investors should consider carefully the Fund’s investment objective(s), risks, and charges and expenses. The Fund’s current prospectus or summary prospectus, if available, 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.


131-12/10	MMSRC

Annual Report October 31 , 2010 EATON VANCE TAX-MANAGED EQUITY ASSET ALLOCATION FUND

IMPORTANT NOTICES


	•	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.

Eaton Vance Tax-Managed Equity Asset Allocation Fund as of October 31, 2010

MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE

Economic and Market Conditions

Duncan W. Richardson, CFA
Portfolio Manager

•		U.S. equity markets seesawed their way to solid gains for the year ending October 31, 2010. Over the course of the year, investors’ attitudes toward risk were buffeted by unsettling macroeconomic factors and political uncertainty. In fact, until the final few months of the period, the markets continued to exhibit the general lack of confidence and ongoing volatility that has characterized the equity space through most of the past two years.

•		Domestic equities made a strong start to the period but pulled back in the April-June period, as sovereign debt problems in the eurozone, slower growth in China and a turbulent U.S. political environment chilled investor sentiment. Despite these macro concerns, however, signs of economic growth, albeit somewhat anemic, and improvements in corporate business fundamentals also began to appear. By September and October, investors seemed to have grown more comfortable with risk tolerance, and equities began to establish some traction to the upside.

•		For the year as a whole, the S&P 500 Index gained 16.52%, the Dow Jones Industrial Average rose 17.62% and the NASDAQ Composite Index was up 23.88%. Growth stocks outperformed value stocks across all market capitalizations, and mid- and small-cap stocks outpaced large-cap stocks.

Management Discussion

•		Against this backdrop, the Fund¹ underperformed its benchmark, the Russell 3000 Index (the Index),² for the year ending October 31, 2010, as well as the average return of funds in its peer group — the Lipper Multi-Cap Core Classification. The Fund’s performance is a function of the performance of the underlying Portfolios in which it invests, as well as its allocation among these Portfolios.

•		Although the Fund’s international equity allocation was reduced in April 2010, its still-significant weighting relative to the Index, which has no international stock exposure, detracted from performance. International stocks, as measured by the MSCI Europe, Australasia Far East (EAFE) Index, significantly underperformed their U.S. counterparts, as measured by the S&P 500 Index, for the year.

•		Conversely, the Fund’s overweighting versus the Index in smid-cap stocks was beneficial to the Fund’s relative performance.


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

Class A³	12.95	%
Class B³	12.07
Class C³	12.11
Russell 3000 Index²	18.34
Lipper Multi-Cap Core Funds Average²	17.62

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


¹		The Fund currently invests all of its investable assets in seven separate registered investment companies (Portfolios) managed by Eaton Vance Management or its affiliates.

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. 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.

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.

Eaton Vance Tax-Managed Equity Asset Allocation Fund as of October 31, 2010

MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE

•		Management made other adjustments to the Fund’s target allocations in April 2010 relative to its targets as of October 31, 2009. In addition to the 1% decrease from Tax-Managed International Equity Portfolio, there was a 2% decrease in the allocation to Tax-Managed Small-Cap Portfolio. The decreases were offset by increases of approximately 1.5% each to Tax-Managed Growth Portfolio and Tax-Managed Value Portfolio.

•		In allocating Fund assets among the underlying Portfolios, management seeks to maintain broad diversification¹ and to emphasize market sectors that we believe offer relatively attractive risk-adjusted return prospects, based on an assessment of current and future market trends and conditions. 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. 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 the Fund.


¹		Diversification cannot assure a profit or eliminate the risk of loss.

Fund Composition

Current Allocations²

By net assets


²		As a percentage of the Fund’s net assets as of 10/31/10. 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).

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.

Eaton Vance Tax-Managed Equity Asset Allocation Fund as of October 31, 2010

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, an unmanaged index of the 3,000 largest 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 $13,186 and $13,163, respectively, on 10/31/10. 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		12.95	%		12.07	%		12.11	%
Five Years		3.02			2.24			2.24
Life of Fund^†		4.00			3.24			3.22
SEC Average Annual Total Returns (including sales charge or applicable CDSC)
One Year		6.49	%		7.07	%		11.11	%
Five Years		1.81			1.88			2.24
Life of Fund^†		3.29			3.24			3.22


^†		Inception Date — 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 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

1.44%

2.19%


²		Source: Prospectus dated 3/1/10.

Eaton Vance Tax-Managed Equity Asset Allocation Fund as of October 31, 2010

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, 2010)

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


	One Year			Five Years			Life of Fund
Return Before Taxes		12.95	%		3.02	%		4.00	%
Return After Taxes on Distributions		12.81			2.64			3.77
Return After Taxes on Distributions and Sale of Fund Shares		8.61			2.62			3.49

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


	One Year			Five Years			Life of Fund
Return Before Taxes		6.49	%		1.81	%		3.29	%
Return After Taxes on Distributions		6.35			1.42			3.06
Return After Taxes on Distributions and Sale of Fund Shares		4.39			1.58			2.86

Average Annual Total Returns
(For the periods ended October 31, 2010)

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


	One Year			Five Years			Life of Fund
Return Before Taxes		12.07	%		2.24	%		3.24	%
Return After Taxes on Distributions		12.04			1.91			3.05
Return After Taxes on Distributions and Sale of Fund Shares		7.89			1.96			2.83

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

Average Annual Total Returns
(For the periods ended October 31, 2010)

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


	One Year			Five Years			Life of Fund
Return Before Taxes		12.11	%		2.24	%		3.22	%
Return After Taxes on Distributions		12.06			1.90			3.02
Return After Taxes on Distributions and Sale of Fund Shares		7.93			1.96			2.81

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


	One Year			Five Years			Life of Fund
Return Before Taxes		11.11	%		2.24	%		3.22	%
Return After Taxes on Distributions		11.06			1.90			3.02
Return After Taxes on Distributions and Sale of Fund Shares		7.28			1.96			2.81


	One Year			Five Years			Life of Fund
Return Before Taxes		7.07	%		1.88	%		3.24	%
Return After Taxes on Distributions		7.04			1.53			3.05
Return After Taxes on Distributions and Sale of Fund Shares		4.64			1.64			2.83

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.

Eaton Vance Tax-Managed Equity Asset Allocation Fund as of October 31, 2010

FUND EXPENSES

Eaton Vance Tax-Managed Equity Asset Allocation Fund


	Beginning Account Value		Ending Account Value		Expenses Paid During Period*
	(5/1/10)		(10/31/10)		(5/1/10 – 10/31/10)


Actual
Class A		$1,000.00		$988.00		$7.02
Class B		$1,000.00		$983.30		$10.75
Class C		$1,000.00		$984.10		$10.75





Hypothetical
(5% return per year before expenses)
Class A		$1,000.00		$1,018.10		$7.12
Class B		$1,000.00		$1,014.40		$10.92
Class C		$1,000.00		$1,014.40		$10.92


	*	Expenses are equal to the Fund’s annualized expense ratio of 1.40% for Class A shares, 2.15% for Class B shares and 2.15% 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, 2010. The Example reflects expenses of both the Fund and the Portfolios.

Eaton Vance Tax-Managed Equity Asset Allocation Fund as of October 31, 2010

FINANCIAL STATEMENTS

Statement of Assets and Liabilities


As of October 31, 2010

Assets

Investment in Tax-Managed Growth Portfolio, at value (identified cost, $136,722,664)	$	127,434,149
Investment in Tax-Managed Value Portfolio, at value (identified cost, $81,405,252)		117,921,271
Investment in Tax-Managed International Equity Portfolio, at value (identified cost, $72,121,824)		76,521,884
Investment in Tax-Managed Multi-Cap Growth Portfolio, at value (identified cost, $44,980,886)		53,345,800
Investment in Tax-Managed Mid-Cap Core Portfolio, at value (identified cost, $22,768,939)		34,382,140
Investment in Tax-Managed Small-Cap Portfolio, at value (identified cost, $34,935,902)		36,190,514
Investment in Tax-Managed Small-Cap Value Portfolio, at value (identified cost, $28,679,411)		36,112,824
Receivable for Fund shares sold		433,298


Total assets	$	482,341,880



Liabilities

Payable for Fund shares redeemed	$	820,693
Payable to affiliates:
Investment adviser fee		48,866
Distribution and service fees		248,120
Administration fee		61,211
Trustees’ fees		42
Accrued expenses		165,331


Total liabilities	$	1,344,263


Net Assets	$	480,997,617



Sources of Net Assets

Paid-in capital	$	460,620,775
Accumulated net realized loss from Portfolios		(39,795,127	)
Accumulated distributions in excess of net investment income		(121,735	)
Net unrealized appreciation from Portfolios		60,293,704


Total	$	480,997,617



Class A Shares

Net Assets	$	252,522,128
Shares Outstanding		20,453,281
Net Asset Value and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	12.35
Maximum Offering Price Per Share
(100 ¸ 94.25 of net asset value per share)	$	13.10



Class B Shares

Net Assets	$	46,862,457
Shares Outstanding		3,974,206
Net Asset Value and Offering Price Per Share*
(net assets ¸ shares of beneficial interest outstanding)	$	11.79



Class C Shares

Net Assets	$	181,613,032
Shares Outstanding		15,469,076
Net Asset Value and Offering Price Per Share*
(net assets ¸ shares of beneficial interest outstanding)	$	11.74

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, 2010

Investment Income

Dividends allocated from Portfolios (net of foreign taxes, $264,211)	$	8,325,697
Interest allocated from Portfolios		20,785
Securities lending income allocated from Portfolios, net		7,120
Miscellaneous income		5,993
Expenses allocated from Portfolios		(3,777,031	)


Net investment income	$	4,582,564





Expenses

Investment adviser fee	$	564,029
Administration fee		746,233
Distribution and service fees
Class A		634,153
Class B		564,032
Class C		1,874,242
Trustees’ fees and expenses		500
Custodian fee		45,905
Transfer and dividend disbursing agent fees		443,327
Legal and accounting services		73,491
Printing and postage		45,836
Registration fees		51,698
Miscellaneous		12,657


Total expenses	$	5,056,103



Net investment loss	$	(473,539	)





Realized and Unrealized Gain (Loss) from Portfolios

Net realized gain (loss) —
Investment transactions	$	48,585,259
Foreign currency transactions		112,478
Capital gain distributions received		29,829


Net realized gain	$	48,727,566


Change in unrealized appreciation (depreciation) —
Investments	$	10,088,496
Foreign currency		1,273


Net change in unrealized appreciation (depreciation)	$	10,089,769



Net realized and unrealized gain	$	58,817,335



Net increase in net assets from operations	$	58,343,796

See notes to financial statements

Eaton Vance Tax-Managed Equity Asset Allocation Fund as of October 31, 2010

FINANCIAL STATEMENTS CONT’D

Statements of Changes in Net Assets


Increase (Decrease)	Year Ended			Year Ended
in Net Assets	October 31, 2010			October 31, 2009

From operations —
Net investment income (loss)	$	(473,539	)	$	2,267,383
Net realized gain (loss) from investment and foreign currency transactions and capital gain distributions received		48,727,566			(65,229,068	)
Net change in unrealized appreciation (depreciation) from investments and foreign currency		10,089,769			103,785,845


Net increase in net assets from operations	$	58,343,796		$	40,824,160


Distributions to shareholders —
From net investment income
Class A	$	(2,352,778	)	$	(1,356,903	)
Class B		(123,043	)		—
Class C		(524,975	)		—


Total distributions to shareholders	$	(3,000,796	)	$	(1,356,903	)


Transactions in shares of beneficial interest —
Proceeds from sale of shares
Class A	$	24,183,432		$	48,090,646
Class B		2,180,780			4,332,602
Class C		16,749,643			34,207,297
Net asset value of shares issued to shareholders in payment of distributions declared
Class A		2,075,614			1,152,422
Class B		108,332			—
Class C		428,515			—
Cost of shares redeemed
Class A		(63,899,097	)		(84,176,234	)
Class B		(11,691,418	)		(19,053,766	)
Class C		(43,140,426	)		(57,364,107	)
Net asset value of shares exchanged
Class A		11,393,216			6,126,460
Class B		(11,393,216	)		(6,126,460	)


Net decrease in net assets from Fund share transactions	$	(73,004,625	)	$	(72,811,140	)



Net decrease in net assets	$	(17,661,625	)	$	(33,343,883	)





Net Assets

At beginning of year	$	498,659,242		$	532,003,125


At end of year	$	480,997,617		$	498,659,242





Accumulated undistributed (distributions in excess of) net investment income included in net assets

At end of year	$	(121,735	)	$	1,834,355

See notes to financial statements

Eaton Vance Tax-Managed Equity Asset Allocation Fund as of October 31, 2010

FINANCIAL STATEMENTS CONT’D

Financial Highlights


	Class A

	Year Ended October 31,

	2010				2009			2008			2007			2006

Net asset value — Beginning of year	$	11.030			$	10.000		$	16.900		$	14.040		$	12.100


				��


Income (Loss) From Operations

Net investment income⁽¹⁾	$	0.032			$	0.074		$	0.102		$	0.146	⁽²⁾	$	0.053
Net realized and unrealized gain (loss)		1.392				1.011			(6.018	)		3.110			2.201


Total income (loss) from operations	$	1.424			$	1.085		$	(5.916	)	$	3.256		$	2.254





Less Distributions

From net investment income	$	(0.104	)		$	(0.055	)	$	(0.156	)	$	—		$	—
From net realized gain		—				—			(0.828	)		(0.396	)		(0.314	)


Total distributions	$	(0.104	)		$	(0.055	)	$	(0.984	)	$	(0.396	)	$	(0.314	)



Net asset value — End of year	$	12.350			$	11.030		$	10.000		$	16.900		$	14.040



Total Return⁽³⁾		12.95	%			10.98	%		(37.07	)%		23.71	%		18.96	%





Ratios/Supplemental Data

Net assets, end of year (000’s omitted)	$	252,522			$	250,372		$	258,039		$	374,979		$	247,710
Ratios (as a percentage of average daily net assets):
Expenses⁽⁴⁾⁽⁵⁾		1.41	%			1.44	%		1.36	%		1.35	%		1.40	%
Net investment income		0.27	%			0.78	%		0.72	%		0.96	%⁽²⁾		0.41	%
Portfolio Turnover of the Fund⁽⁶⁾		0	%⁽⁷⁾			2	%		8	%		2	%		4	%
Portfolio Turnover of Tax-Managed Growth Portfolio		2	%			3	%		1	%		2	%		1	%
Portfolio Turnover of Tax-Managed Value Portfolio		35	%			82	%		84	%		14	%		26	%
Portfolio Turnover of Tax-Managed International Equity Portfolio		72	%			57	%		34	%		23	%		25	%
Portfolio Turnover of Tax-Managed Multi-Cap Growth Portfolio		200	%			205	%		283	%		157	%		181	%
Portfolio Turnover of Tax-Managed Mid-Cap Core Portfolio		33	%			42	%		40	%		38	%		55	%
Portfolio Turnover of Tax-Managed Small-Cap Portfolio		114	%			95	%		93	%		78	%		99	%
Portfolio Turnover of Tax-Managed Small-Cap Value Portfolio		51	%			66	%		103	%		80	%		49	%


(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)		Percentage is based on the Fund’s contributions to and withdrawals from the Portfolios and excludes the investment activity of the Portfolios.

(7)		Amount is less than 0.5%.

See notes to financial statements

Eaton Vance Tax-Managed Equity Asset Allocation Fund as of October 31, 2010

FINANCIAL STATEMENTS CONT’D

Financial Highlights


	Class B

	Year Ended October 31,

	2010			2009			2008			2007			2006

Net asset value — Beginning of year	$	10.540		$	9.570		$	16.210		$	13.570		$	11.800





Income (Loss) From Operations

Net investment income (loss)⁽¹⁾	$	(0.053	)	$	0.022		$	(0.004	)	$	0.029	⁽²⁾	$	(0.042	)
Net realized and unrealized gain (loss)		1.325			0.948			(5.775	)		3.007			2.126


Total income (loss) from operations	$	1.272		$	0.970		$	(5.779	)	$	3.036		$	2.084





Less Distributions

From net investment income	$	(0.022	)	$	—		$	(0.033	)	$	—		$	—
From net realized gain		—			—			(0.828	)		(0.396	)		(0.314	)


Total distributions	$	(0.022	)	$	—		$	(0.861	)	$	(0.396	)	$	(0.314	)



Net asset value — End of year	$	11.790		$	10.540		$	9.570		$	16.210		$	13.570



Total Return⁽³⁾		12.07	%		10.14	%		(37.56	)%		22.89	%		17.98	%





Ratios/Supplemental Data

Net assets, end of year (000’s omitted)	$	46,862		$	61,375		$	78,618		$	154,094		$	139,586
Ratios (as a percentage of average daily net assets):
Expenses⁽⁴⁾⁽⁵⁾		2.16	%		2.19	%		2.11	%		2.10	%		2.15	%
Net investment income (loss)		(0.47	)%		0.24	%		(0.03	)%		0.20	%⁽²⁾		(0.33	)%
Portfolio Turnover of the Fund⁽⁶⁾		0	%⁽⁷⁾		2	%		8	%		2	%		4	%
Portfolio Turnover of Tax-Managed Growth Portfolio		2	%		3	%		1	%		2	%		1	%
Portfolio Turnover of Tax-Managed Value Portfolio		35	%		82	%		84	%		14	%		26	%
Portfolio Turnover of Tax-Managed International Equity Portfolio		72	%		57	%		34	%		23	%		25	%
Portfolio Turnover of Tax-Managed Multi-Cap Growth Portfolio		200	%		205	%		283	%		157	%		181	%
Portfolio Turnover of Tax-Managed Mid-Cap Core Portfolio		33	%		42	%		40	%		38	%		55	%
Portfolio Turnover of Tax-Managed Small-Cap Portfolio		114	%		95	%		93	%		78	%		99	%
Portfolio Turnover of Tax-Managed Small-Cap Value Portfolio		51	%		66	%		103	%		80	%		49	%


(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)		Percentage is based on the Fund’s contributions to and withdrawals from the Portfolios and excludes the investment activity of the Portfolios.

(7)		Amount is less than 0.5%.

See notes to financial statements

Eaton Vance Tax-Managed Equity Asset Allocation Fund as of October 31, 2010

FINANCIAL STATEMENTS CONT’D

Financial Highlights


	Class C

	Year Ended October 31,

	2010			2009			2008			2007			2006

Net asset value — Beginning of year	$	10.500		$	9.530		$	16.180		$	13.550		$	11.780





Income (Loss) From Operations

Net investment income (loss)⁽¹⁾	$	(0.053	)	$	0.018		$	(0.004	)	$	0.031	⁽²⁾	$	(0.043	)
Net realized and unrealized gain (loss)		1.323			0.952			(5.761	)		2.995			2.127


Total income (loss) from operations	$	1.270		$	0.970		$	(5.765	)	$	3.026		$	2.084





Less Distributions

From net investment income	$	(0.030	)	$	—		$	(0.057	)	$	—		$	—
From net realized gain		—			—			(0.828	)		(0.396	)		(0.314	)


Total distributions	$	(0.030	)	$	—		$	(0.885	)	$	(0.396	)	$	(0.314	)



Net asset value — End of year	$	11.740		$	10.500		$	9.530		$	16.180		$	13.550



Total Return⁽³⁾		12.11	%		10.18	%		(37.60	)%		22.85	%		18.01	%





Ratios/Supplemental Data

Net assets, end of year (000’s omitted)	$	181,613		$	186,912		$	195,347		$	309,869		$	214,009
Ratios (as a percentage of average daily net assets):
Expenses⁽⁴⁾⁽⁵⁾		2.16	%		2.19	%		2.11	%		2.10	%		2.15	%
Net investment income (loss)		(0.48	)%		0.20	%		(0.03	)%		0.21	%⁽²⁾		(0.34	)%
Portfolio Turnover of the Fund⁽⁶⁾		0	%⁽⁷⁾		2	%		8	%		2	%		4	%
Portfolio Turnover of Tax-Managed Growth Portfolio		2	%		3	%		1	%		2	%		1	%
Portfolio Turnover of Tax-Managed Value Portfolio		35	%		82	%		84	%		14	%		26	%
Portfolio Turnover of Tax-Managed International Equity Portfolio		72	%		57	%		34	%		23	%		25	%
Portfolio Turnover of Tax-Managed Multi-Cap Growth Portfolio		200	%		205	%		283	%		157	%		181	%
Portfolio Turnover of Tax-Managed Mid-Cap Core Portfolio		33	%		42	%		40	%		38	%		55	%
Portfolio Turnover of Tax-Managed Small-Cap Portfolio		114	%		95	%		93	%		78	%		99	%
Portfolio Turnover of Tax-Managed Small-Cap Value Portfolio		51	%		66	%		103	%		80	%		49	%


(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)		Percentage is based on the Fund’s contributions to and withdrawals from the Portfolios and excludes the investment activity of the Portfolios.

(7)		Amount is less than 0.5%.

See notes to financial statements

Eaton Vance Tax-Managed Equity Asset Allocation Fund as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS

1 Significant 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 Massachusetts business trusts. The value of the Fund’s investments 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 (1.5%, 6.1%, 43.8%, 44.3%, 42.9%, 21.0% and 49.8%, respectively, at October 31, 2010). 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 Investment 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 or closing 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 purchased 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 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

Eaton Vance Tax-Managed Equity Asset Allocation Fund as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS CONT’D

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 Eaton Vance Cash Reserves Fund, LLC (Cash Reserves Fund) and Eaton Vance Cash Collateral Fund, LLC (Cash Collateral Fund), affiliated investment companies managed by EVM. Cash Reserves Fund and Cash Collateral Fund generally value their investment securities utilizing the amortized cost valuation technique in accordance with Rule 2a-7 under 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 Reserves Fund and Cash Collateral Fund may value their investment securities based on available market quotations provided by a third party pricing service.

B Income — 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 and other income, less all actual and accrued expenses of the Fund.

At October 31, 2010, the Fund, for federal income tax purposes, had a capital loss carryforward of $41,053,006 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.

During the year ended October 31, 2010, a capital loss carryforward of $44,194,150 was utilized to offset net realized gains by the Fund.

D Expenses — 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.

E Expense 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.

F Use of Estimates — The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expense during the reporting period. Actual results could differ from those estimates.

G Indemnifications — Under the 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. Under Massachusetts law, if certain conditions prevail, shareholders of a Massachusetts business trust (such as the Trust) could be deemed to have personal liability for the obligations of the Trust. However, the Trust’s Declaration of Trust contains an express disclaimer of liability on the part of Fund shareholders and the By-laws provide that the Trust shall assume the defense on behalf of any Fund shareholders. Moreover, the By-laws also provide for indemnification out of Fund property of any shareholder held personally liable solely by reason of being or having been a shareholder for all loss or expense arising from such liability. 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.

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

2 Distributions 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

Eaton Vance Tax-Managed Equity Asset Allocation Fund as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS CONT’D

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, 2010 and October 31, 2009 was as follows:


	Year Ended October 31,
	2010		2009


Distributions declared from:
Ordinary income	$	3,000,796	$	1,356,903

During the year ended October 31, 2010, accumulated net realized loss was increased by $434,065, accumulated distributions in excess of net investment income was decreased by $1,518,245 and paid-in capital was decreased by $1,084,180 due to differences between book and tax accounting, primarily for distributions from real estate investment trusts (REITs), investments in partnerships, the tax treatment of distributions in excess of net investment income, investments in passive foreign investment companies (PFICs) 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, 2010, the components of distributable earnings (accumulated losses) and unrealized appreciation (depreciation) on a tax basis were as follows:


Capital loss carryforward	$	(41,053,006	)
Net unrealized appreciation	$	61,429,848

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 PFICs, partnership allocations, investments in partnerships and distributions from REITs.

3 Investment 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 up to $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, 2010, the Fund’s investment adviser fee totaled $3,974,253, of which $3,410,224 was allocated from the Portfolios and $564,029 was paid or accrued directly by the Fund. For the year ended October 31, 2010, 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, 2010, the administration fee amounted to $746,233.

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, 2010, EVM earned $24,413 in sub-transfer agent fees. The Fund was informed that EVD, an affiliate of EVM, received $57,028 as its portion of the sales charge on sales of Class A shares for the year ended October 31, 2010. 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.

4 Distribution Plans

Eaton Vance Tax-Managed Equity Asset Allocation Fund as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS CONT’D

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, 2010, the Fund paid or accrued to EVD $423,024 and $1,405,681 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, 2010, the amounts of Uncovered Distribution Charges of EVD calculated under the Class B and Class C Plans were approximately $1,591,000 and $12,550,000, 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, 2010 amounted to $141,008 and $468,561 for Class B and Class C shares, respectively.

5 Contingent 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, 2010, the Fund was informed that EVD received approximately $700, $75,000 and $13,000 of CDSCs paid by Class A, Class B and Class C shareholders, respectively.

6 Investment Transactions

For the year ended October 31, 2010, increases and decreases in the Fund’s investments in the Portfolios were as follows:


Portfolio	Contributions		Withdrawals

Tax-Managed Growth Portfolio	$	311,016	$	17,806,118
Tax-Managed Value Portfolio		338,408		10,199,931
Tax-Managed International Equity Portfolio		134,833		11,831,832
Tax-Managed Multi-Cap Growth Portfolio		—		6,858,131
Tax-Managed Mid-Cap Core Portfolio		21,885		8,760,469
Tax-Managed Small-Cap Portfolio		364,414		21,300,142
Tax-Managed Small-Cap Value Portfolio		1,156,060		7,606,123

7 Shares 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	2010			2009

Sales		2,053,546			5,245,826
Issued to shareholders electing to receive payments of distributions in Fund shares		175,157			128,619
Redemptions		(5,449,236	)		(9,154,682	)
Exchange from Class B shares		970,500			668,930


Net decrease		(2,250,033	)		(3,111,307	)

Eaton Vance Tax-Managed Equity Asset Allocation Fund as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS CONT’D


	Year Ended October 31,
Class B	2010			2009

Sales		193,018			487,653
Issued to shareholders electing to receive payments of distributions in Fund shares		9,511			—
Redemptions		(1,038,222	)		(2,184,655	)
Exchange to Class A shares		(1,013,438	)		(697,939	)


Net decrease		(1,849,131	)		(2,394,941	)




	Year Ended October 31,
Class C	2010			2009

Sales		1,491,411			3,861,784
Issued to shareholders electing to receive payments of distributions in Fund shares		37,788			—
Redemptions		(3,858,819	)		(6,557,665	)


Net decrease		(2,329,620	)		(2,695,881	)

8 Fair Value Measurements


	•	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, 2010 and October 31, 2009, the Fund’s investments in the Portfolios were valued based on Level 1 inputs.

Eaton Vance Tax-Managed Equity Asset Allocation Fund as of October 31, 2010

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, 2010, 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 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 as 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, 2010, 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, 2010

Eaton Vance Tax-Managed Equity Asset Allocation Fund as of October 31, 2010

FEDERAL TAX INFORMATION (Unaudited)

The Form 1099-DIV you receive in January 2011 will show the tax status of all distributions paid to your account in calendar year 2010. 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 and/or 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 $6,449,056, 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 2010 ordinary income dividends, 100% qualifies for the corporate dividends received deduction.

Eaton Vance Tax-Managed Equity Asset Allocation Fund

BOARD OF TRUSTEES’ CONTRACT APPROVAL

Overview of the Contract Review Process

Information about Fees, Performance and Expenses


	•	An independent report comparing the advisory and related fees paid by each fund with fees paid by comparable funds;
	•	An independent report comparing each fund’s total expense ratio and its components to comparable funds;
	•	An independent report comparing the investment performance of each fund (including yield where relevant) to the investment performance of comparable funds over various time periods;
	•	Data regarding investment performance in comparison to relevant peer groups of similarly managed funds and appropriate indices;
	•	For each fund, comparative information concerning the fees charged and the services provided by each adviser in managing other mutual funds and institutional accounts using investment strategies and techniques similar to those used in managing such fund;
	•	Profitability analyses for each adviser with respect to each fund;

Information about Portfolio Management


	•	Descriptions of the investment management services provided to each fund, including the investment strategies and processes employed, and any changes in portfolio management processes and personnel;
	•	Information concerning the allocation of brokerage and the benefits received by each adviser as a result of brokerage allocation, including information concerning the acquisition of research through “soft dollar” benefits received in connection with the funds’ brokerage, and the implementation of a soft dollar reimbursement program established with respect to the funds;
	•	Data relating to portfolio turnover rates of each fund;
	•	The procedures and processes used to determine the fair value of fund assets and actions taken to monitor and test the effectiveness of such procedures and processes;

Information about each Adviser


	•	Reports detailing the financial results and condition of each adviser;
	•	Descriptions of the qualifications, education and experience of the individual investment professionals whose responsibilities include portfolio management and investment research for the funds, and information relating to their compensation and responsibilities with respect to managing other mutual funds and investment accounts;
	•	Copies of the Codes of Ethics of each adviser and its affiliates, together with information relating to compliance with and the administration of such codes;
	•	Copies of or descriptions of each adviser’s policies and procedures relating to proxy voting, the handling of corporate actions and class actions;
	•	Information concerning the resources devoted to compliance efforts undertaken by each adviser and its affiliates on behalf of the funds (including descriptions of various compliance programs) and their record of compliance with investment policies and restrictions, including policies with respect to market-timing, late trading and selective portfolio disclosure, and with policies on personal securities transactions;
	•	Descriptions of the business continuity and disaster recovery plans of each adviser and its affiliates;
	•	A description of Eaton Vance Management’s procedures for overseeing third party advisers and sub-advisers;

Other Relevant Information


	•	Information concerning the nature, cost and character of the administrative and other non-investment management services provided by Eaton Vance Management and its affiliates;
	•	Information concerning management of the relationship with the custodian, subcustodians and fund accountants by each adviser or the funds’ administrator; and
	•	The terms of each advisory agreement.

Eaton Vance Tax-Managed Equity Asset Allocation Fund

BOARD OF TRUSTEES’ CONTRACT APPROVAL CONT’D

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, 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 their fee structures, is in the interests of shareholders and, therefore, the Contract Review Committee recommended to the Board approval of each agreement. The Board accepted the recommendation of the Contract Review Committee as well as the factors considered and conclusions reached by the Contract Review Committee with respect to the agreements. Accordingly, the Board, including a majority of the Independent Trustees, voted to approve continuation of the investment advisory agreement and sub-advisory 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 the Adviser’s and the Sub-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. The Board specifically noted BMR’s in-house equity research capabilities and experience in managing funds that seek to maximize after-tax returns. With respect to the Adviser, the Board considered the Adviser’s responsibilities supervising the relevant Portfolio’s Sub-adviser. For all the Portfolios, the Board also took into account the resources dedicated to portfolio management and other services, including the compensation methods to recruit and retain investment personnel, and the time and attention devoted to the Fund and each Portfolio by senior management. The Board also considered the capabilities of each Sub-adviser.

Eaton Vance Tax-Managed Equity Asset Allocation Fund

BOARD OF TRUSTEES’ CONTRACT APPROVAL CONT’D

The Board also reviewed the compliance programs of EVM 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 in recent years from regulatory authorities such as the Securities and Exchange Commission and the Financial Industry Regulatory Authority.

The Board considered shareholder and other administrative services provided or managed by 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.

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, 2009 for the Fund. The Board also considered the performance of the underlying Portfolios. 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 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, 2009, as compared to a group of similarly managed funds selected by an independent data provider. The Board also considered factors that had an impact on Fund expense ratios, as identified by management in response to inquiries from the Contract Review Committee, as well as actions being taken to reduce expenses at the fund complex level. The Board considered the fact that with respect to three 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 and each Sub-Adviser, the Board concluded that the management fees charged for advisory and related services are reasonable.

Profitability

The Board reviewed the level of profits realized by the Adviser and relevant affiliates thereof 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, including the benefits of research services that may be available to the Adviser 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.

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 Portfolios, 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, Eagle and the Fund to continue to share such benefits equitably.

Eaton Vance Tax-Managed Equity Asset Allocation Fund

MANAGEMENT AND ORGANIZATION

Term of

Number of Portfolios

Position(s)

Office and

Principal Occupation(s)

in Fund Complex

Name and

with the

Length of

During Past Five Years and

Overseen By

Other Directorships Held

Year of Birth

Trust

Service

Other Relevant Experience

Trustee⁽¹⁾

During the Last Five Years⁽²⁾

Interested Trustee

Thomas E. Faust Jr.
1958

Trustee and
President

Trustee since 2007 and President since 2002

184

Director of EVC.

Noninterested Trustees

Benjamin C. Esty
1963

Trustee

Since 2005

Roy and Elizabeth Simmons Professor of Business Administration and Finance Unit Head, Harvard University Graduate School of Business Administration.

184

None

Allen R. Freedman
1940

Trustee

Since 2007

184

Director of Assurant, Inc. (insurance provider) and Stonemor Partners, L.P. (owner and operator of cemeteries).

William H. Park
1947

Trustee

Since 2003

184

None

Ronald A. Pearlman
1940

Trustee

Since 2003

184

None

Helen Frame Peters
1948

Trustee

Since 2008

184

Eaton Vance Tax-Managed Equity Asset Allocation Fund

MANAGEMENT AND ORGANIZATION CONT’D

Term of

Number of Portfolios

Position(s)

Office and

Principal Occupation(s)

in Fund Complex

Name and

with the

Length of

During Past Five Years and

Overseen By

Other Directorships Held

Year of Birth

Trust

Service

Other Relevant Experience

Trustee⁽¹⁾

During the Last Five Years⁽²⁾

Noninterested Trustees (continued)

Lynn A. Stout
1957

Trustee

Since 1998

184

None

Ralph F. Verni
1943

Chairman of
the Board
and Trustee

Chairman of the Board since 2007 and Trustee since 2005

184

None

Principal Officers who are not Trustees


		Term of
	Position(s)	Office and
Name and	with the	Length of	Principal Occupation(s)
Year of Birth	Trust	Service	During Past Five Years


William H. Ahern, Jr. 1959	Vice President	Since 1995	Vice President of EVM and BMR. Officer of 80 registered investment companies managed by EVM or BMR.

John R. Baur 1970	Vice President	Since 2008	Vice President of EVM and BMR. Previously, attended Johnson Graduate School of Management, Cornell University (2002-2005), and prior thereto was an Account Team Representative in Singapore for Applied Materials, Inc. Officer of 37 registered investment companies managed by EVM or BMR.

Maria C. Cappellano 1967	Vice President	Since 2009	Vice President of EVM and BMR. Officer of 49 registered investment companies managed by EVM or BMR.

Michael A. Cirami 1975	Vice President	Since 2008	Vice President of EVM and BMR. Officer of 37 registered investment companies managed by EVM or BMR.

Cynthia J. Clemson 1963	Vice President	Since 2005	Vice President of EVM and BMR. Officer of 96 registered investment companies managed by EVM or BMR.

John H. Croft 1962	Vice President	Since 2010	Vice President of EVM and BMR. Officer of 38 registered investment companies managed by EVM or BMR.

Charles B. Gaffney 1972	Vice President	Since 2007	Director of Equity Research and a Vice President of EVM and BMR. Officer of 33 registered investment companies managed by EVM or BMR.

Christine M. Johnston 1972	Vice President	Since 2007	Vice President of EVM and BMR. Officer of 40 registered investment companies managed by EVM or BMR.

Aamer Khan 1960	Vice President	Since 2005	Vice President of EVM and BMR. Officer of 36 registered investment companies managed by EVM or BMR.

Thomas H. Luster 1962	Vice President	Since 2006	Vice President of EVM and BMR. Officer of 55 registered investment companies managed by EVM or BMR.

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)
Year of Birth	Trust	Service	During Past Five Years


Principal Officers who are not Trustees (continued)

Jeffrey A. Rawlins 1961	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 33 registered investment companies managed by EVM or BMR.

Duncan W. Richardson 1957	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 1954	Vice President	Since 2003	Vice President of EVM and BMR. Officer of 54 registered investment companies managed by EVM or BMR.

Susan Schiff 1961	Vice President	Since 2002	Vice President of EVM and BMR. Officer of 38 registered investment companies managed by EVM or BMR.

Thomas Seto 1962	Vice President	Since 2007	Vice President and Director of Portfolio Management of Parametric. Officer of 33 registered investment companies managed by EVM or BMR.

David M. Stein 1951	Vice President	Since 2007	Managing Director and Chief Investment Officer of Parametric. Officer of 33 registered investment companies managed by EVM or BMR.

Eric A. Stein 1980	Vice President	Since 2009	Vice President of EVM and BMR. Originally joined EVM in July 2002. Prior to re-joining EVM in September 2008, Mr. Stein worked at the Federal Reserve Bank of New York (2007-2008) and attended business school in Chicago, Illinois. Officer of 34 registered investment companies managed by EVM or BMR.

Dan R. Strelow 1959	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 33 registered investment companies managed by EVM or BMR.

Mark S. Venezia 1949	Vice President	Since 2007	Vice President of EVM and BMR. Officer of 40 registered investment companies managed by EVM or BMR.

Adam A. Weigold 1975	Vice President	Since 2007	Vice President of EVM and BMR. Officer of 73 registered investment companies managed by EVM or BMR.

Barbara E. Campbell 1957	Treasurer	Since 2005	Vice President of EVM and BMR. Officer of 184 registered investment companies managed by EVM or BMR.

Maureen A. Gemma 1960	Secretary and Chief Legal Officer	Secretary since 2007 and Chief Legal Officer since 2008	Vice President of EVM and BMR. Officer of 184 registered investment companies managed by EVM or BMR.

Paul M. O’Neil 1953	Chief Compliance Officer	Since 2004	Vice President of EVM and BMR. Officer of 184 registered investment companies managed by EVM or BMR.


(1)		Includes both master and feeder funds in a master-feeder structure.

(2)		During their respective tenures, the Trustees also served as trustees of one or more of the following Eaton Vance funds (which operated in the years noted): Eaton Vance Credit Opportunities Fund (launched in 2005 and terminated in 2010); Eaton Vance Insured Florida Plus Municipal Bond Fund (launched in 2002 and terminated in 2009); and Eaton Vance National Municipal Income Fund (launched in 1998 and terminated in 2009).

This Page Intentionally Left Blank

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

BNY Mellon Asset 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


1299-12/10	TMEAASRC

IMPORTANT NOTICES


	•	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.

Eaton Vance Global Dividend Income Fund as of October 31, 2010
MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE

Aamer Khan, CFA
Co-Portfolio Manager

Judith A. Saryan, CFA
Co-Portfolio Manager

Economic and Market Conditions

•

In a year characterized by dramatic starts and stops, global equity markets posted solid gains for the year ending October 31, 2010. Following a positive start to the year, investor concerns — including European sovereign risk contagion, credit tightening in China and the impact of the Gulf of Mexico oil spill — blunted global markets’ progress during the April-June period as many investors reduced their exposure to risk-sensitive assets and returned to the sidelines. European and U.S. markets suffered the worst during this period; Asia-Pacific markets fared somewhat better; and emerging markets, as a whole, outperformed developed markets but still recorded losses.

•		The July-September period brought yet another change of direction, however, as global stocks rebounded on strengthening economic data and attractive valuations. Despite ongoing macro concerns worldwide, many economies began to show signs of growth: U.S. corporate business fundamentals made some positive advancements, the sovereign debt situation in southern Europe showed improvement, and the euro and other currencies strengthened versus the U.S. dollar. By September and October, investors worldwide seemed to have grown more comfortable with risk tolerance, and equities began to establish some traction to the upside.

•		For the 12-month period ending October 31, 2010, the MSCI World Index returned 12.74%. Meanwhile, the MSCI Europe, Australasia, Far East (MSCI EAFE) Index advanced 8.36%, the MSCI All-Country Asia-Pacific Index returned 13.66%, the S&P 500 Index was up 16.52% and the MSCI Emerging Markets Index gained 23.56%.

Management Discussion

•		Although the Fund¹ posted a high single-digit return for the 12 months ending October 31, 2010, this result trailed that of both its benchmark, the MSCI World Index (the Index), and its Lipper peer group.² This lagging performance versus the Index was due in part to inopportune sector allocation, as well as the underperformance of some of the Fund’s individual holdings.

•		The Fund’s overweighted exposure to energy — one of the weakest-performing sectors in the Index during the 12-month period — was a major detractor from relative results. Security selection within energy, especially in the oil, gas and consumable fuels industry, also was a drag on the Fund’s relative performance, as many of the stocks in this industry sold off in response to the devastating oil spill in the Gulf of Mexico earlier this year. An underweight in the information technology sector hurt performance versus the Index, as did security selection within the sector’s computers and peripherals industry. Security selection in the aerospace and defense industry also detracted.

•		Upside performance versus the Index was aided by security selection within pockets of the materials,


Total Return Performance
10/31/09 – 10/31/10
Class A⁴	9.13	%
Class C⁴	8.26
Class I⁴	9.27
Class R⁴	8.76
MSCI World Index^{2, 3}	12.74
Russell 1000 Value Index²	15.71
Lipper Global Large-Cap Value Funds Average²	10.83

See page 3 for more performance information.


¹		The Fund currently invests in a separate registered investment company, Global Dividend Income 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. 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. The Fund’s primary benchmark was changed to the MSCI World Index to better reflect its investment strategy.

³		Source: MSCI. MSCI data may not be reproduced or used for any other purpose. MSCI provides no worranties, has not prepared or approved this report, and has no liability hereunder.

⁴		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 at net asset value.

Eaton Vance Global Dividend Income Fund as of October 31, 2010
MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE

		utilities, financials, telecommunication services and industrials sectors. In particular, the Fund benefited from the performance of some of its holdings in the road and rail, insurance and chemicals industries.

•		Consistent with the Fund’s objective of achieving total return, management maintained its primary focus on investing in dividend-paying common and preferred stocks of companies it believes may produce attractive levels of dividend income. For example, the Fund had overweighted allocations to utilities and energy, sectors that both tend to represent significant numbers of dividend-paying stocks.

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

Geographic Allocation¹

By net assets


¹		As a percentage of the Fund’s net assets as of 10/31/10.

Portfolio Composition

Top 10 Holdings²

By net assets


Nestle SA	2.7	%
International Business Machines Corp.	2.6
BHP Billiton, Ltd. ADR	2.6
Vodafone Group, PLC	2.5
Philip Morris International, Inc.	2.5
McDonald’s Corp.	2.4
Vinci SA	2.3
Schlumberger, Ltd.	2.3
Total SA	2.3
Canadian Pacific Railway, Ltd.	2.2


²		Top 10 Holdings represented 24.4% of the Portfolio’s net assets as of 10/31/10. Excludes cash equivalents.

Equity Sector Weightings³

By net assets


³		As a percentage of the Portfolio’s net assets as of 10/31/10. Excludes cash equivalents.

Eaton Vance Global Dividend Income Fund as of October 31, 2010
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 World Index, an unmanaged index of equity securities in the developed markets, and the Russell 1000 Value Index, a unmanaged index of 1,000 U.S. large-cap value stocks. The lines on the graph represent the total returns of a hypothetical investment of $10,000 in each of Class A, the MSCI World Index 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.


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		9.13	%		8.26	%		9.27	%		8.76	%
Life of Fund†		0.30			-0.48			-0.71			-1.19

SEC Average Annual Total Returns (including sales charge or applicable CDSC)

One Year		2.92	%		7.26	%		9.27	%		8.76	%
Life of Fund†		-0.90			-0.48			-0.71			-1.19


†		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 at net asset value.


Total Annual Operating Expenses²	Class A			Class C			Class I			Class R

Expense Ratio		1.33	%		2.08	%		1.08	%		1.58	%


²		Source: Prospectus dated 3/1/10.

*		Source: MSCI. 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 $9,764, $9,667 and $9,448, respectively, on 10/31/10. 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.

Eaton Vance Global Dividend Income Fund as of October 31, 2010

FUND EXPENSES

Eaton Vance Global Dividend Income Fund


	Beginning Account Value		Ending Account Value		Expenses Paid During Period*
	(5/1/10)		(10/31/10)		(5/1/10 – 10/31/10)


Actual
Class A		$1,000.00		$1,012.20		$6.69
Class C		$1,000.00		$1,008.60		$10.48
Class I		$1,000.00		$1,013.30		$5.43
Class R		$1,000.00		$1,011.20		$7.96





Hypothetical
(5% return per year before expenses)
Class A		$1,000.00		$1,018.60		$6.72
Class C		$1,000.00		$1,014.80		$10.51
Class I		$1,000.00		$1,019.80		$5.45
Class R		$1,000.00		$1,017.30		$7.98


	*	Expenses are equal to the Fund’s annualized expense ratio of 1.32% for Class A shares, 2.07% for Class C shares, 1.07% for Class I shares and 1.57% 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, 2010. The Example reflects the expenses of both the Fund and the Portfolio.

Eaton Vance Global Dividend Income Fund as of October 31, 2010

FINANCIAL STATEMENTS

Statement of Assets and Liabilities


As of October 31, 2010

Assets

Investment in Global Dividend Income Portfolio, at value (identified cost, $349,186,495)	$	414,799,617
Receivable for Fund shares sold		1,397,145


Total assets	$	416,196,762



Liabilities

Payable for Fund shares redeemed	$	1,489,122
Payable to affiliates:
Administration fee		52,200
Distribution and service fees		174,031
Trustees’ fees		42
Accrued expenses		134,978


Total liabilities	$	1,850,373


Net Assets	$	414,346,389



Sources of Net Assets

Paid-in capital	$	555,718,783
Accumulated net realized loss from Portfolio		(208,600,148	)
Accumulated undistributed net investment income		1,614,632
Net unrealized appreciation from Portfolio		65,613,122


Total	$	414,346,389



Class A Shares

Net Assets	$	231,335,234
Shares Outstanding		31,839,068
Net Asset Value and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	7.27
Maximum Offering Price Per Share
(100 ¸ 94.25 of net asset value per share)	$	7.71



Class C Shares

Net Assets	$	149,033,764
Shares Outstanding		20,651,009
Net Asset Value and Offering Price Per Share*
(net assets ¸ shares of beneficial interest outstanding)	$	7.22



Class I Shares

Net Assets	$	33,513,472
Shares Outstanding		4,614,574
Net Asset Value, Offering Price and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	7.26



Class R Shares

Net Assets	$	463,919
Shares Outstanding		63,915
Net Asset Value, Offering Price and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	7.26

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, 2010

Investment Income

Dividends allocated from Portfolio (net of foreign taxes, $2,826,918)	$	32,864,087
Interest allocated from Portfolio		101,055
Expenses allocated from Portfolio		(2,991,280	)


Total investment income from Portfolio	$	29,973,862





Expenses

Administration fee	$	608,972
Distribution and service fees
Class A		589,469
Class C		1,458,696
Class R		2,068
Trustees’ fees and expenses		500
Custodian fee		36,965
Transfer and dividend disbursing agent fees		440,369
Legal and accounting services		26,802
Printing and postage		92,414
Registration fees		89,301
Miscellaneous		14,563


Total expenses	$	3,360,119



Net investment income	$	26,613,743





Realized and Unrealized Gain (Loss) from Portfolio

Net realized gain (loss) —
Investment transactions	$	(28,012,878	)
Foreign currency and forward foreign currency exchange contract transactions		809,537


Net realized loss	$	(27,203,341	)


Change in unrealized appreciation (depreciation) —
Investments	$	33,622,521
Foreign currency		217,242


Net change in unrealized appreciation (depreciation)	$	33,839,763



Net realized and unrealized gain	$	6,636,422



Net increase in net assets from operations	$	33,250,165

See notes to financial statements

Eaton Vance Global Dividend Income Fund as of October 31, 2010

FINANCIAL STATEMENTS CONT’D

Statements of Changes in Net Assets


Increase (Decrease)	Year Ended			Year Ended
in Net Assets	October 31, 2010			October 31, 2009

From operations —
Net investment income	$	26,613,743		$	23,640,822
Net realized loss from investment, foreign currency and forward foreign currency exchange contract transactions		(27,203,341	)		(78,273,205	)
Net change in unrealized appreciation (depreciation) from investments and foreign currency		33,839,763			65,706,765


Net increase in net assets from operations	$	33,250,165		$	11,074,382


Distributions to shareholders —
From net investment income
Class A	$	(15,690,857	)	$	(17,145,606	)
Class C		(8,740,609	)		(9,599,559	)
Class I		(1,671,447	)		(401,628	)
Class R		(26,012	)		(18,873	)


Total distributions to shareholders	$	(26,128,925	)	$	(27,165,666	)


Transactions in shares of beneficial interest —
Proceeds from sale of shares
Class A	$	67,947,066		$	145,772,952
Class C		39,647,433			63,160,011
Class I		23,422,597			14,639,983
Class R		390,609			430,999
Net asset value of shares issued to shareholders in payment of distributions declared
Class A		12,134,155			12,200,691
Class C		5,019,688			5,401,926
Class I		1,100,656			311,528
Class R		23,852			13,716
Cost of shares redeemed
Class A		(90,577,900	)		(74,399,419	)
Class C		(35,311,022	)		(31,981,542	)
Class I		(7,343,246	)		(813,737	)
Class R		(225,031	)		(232,183	)


Net increase in net assets from Fund share transactions	$	16,228,857		$	134,504,925



Net increase in net assets	$	23,350,097		$	118,413,641





Net Assets

At beginning of year	$	390,996,292		$	272,582,651


At end of year	$	414,346,389		$	390,996,292





Accumulated undistributed net investment income included in net assets

At end of year	$	1,614,632		$	1,196,202

See notes to financial statements

Eaton Vance Global Dividend Income Fund as of October 31, 2010

FINANCIAL STATEMENTS CONT’D

Financial Highlights


	Class A

	Year Ended October 31,
													Period Ended
	2010			2009			2008			2007			October 31, 2006⁽¹⁾

Net asset value — Beginning of period	$	7.120		$	7.720		$	12.640		$	11.410		$	10.000





Income (Loss) From Operations

Net investment income⁽²⁾	$	0.487	⁽³⁾	$	0.508		$	0.923		$	0.729		$	1.401
Net realized and unrealized gain (loss)		0.141			(0.523	)		(5.087	)		1.282			0.487


Total income (loss) from operations	$	0.628		$	(0.015	)	$	(4.164	)	$	2.011		$	1.888





Less Distributions

From net investment income	$	(0.478	)	$	(0.585	)	$	(0.756	)	$	(0.781	)	$	(0.478	)


Total distributions	$	(0.478	)	$	(0.585	)	$	(0.756	)	$	(0.781	)	$	(0.478	)



Net asset value — End of period	$	7.270		$	7.120		$	7.720		$	12.640		$	11.410



Total Return⁽⁴⁾		9.13	%		0.50	%		(34.35	)%		18.18	%		19.26	%⁽⁵⁾





Ratios/Supplemental Data

Net assets, end of period (000’s omitted)	$	231,335		$	237,034		$	161,744		$	166,609		$	29,586
Ratios (as a percentage of average daily net assets):
Expenses before custodian fee reduction⁽⁶⁾		1.31	%		1.33	%		1.31	%		1.36	%		1.41	%⁽⁷⁾⁽⁸⁾
Expenses after custodian fee reduction⁽⁶⁾		1.31	%		1.33	%		1.31	%		1.36	%		1.40	%⁽⁷⁾⁽⁸⁾
Net investment income		6.79	%⁽³⁾		7.49	%		8.72	%		6.00	%		14.04	%⁽⁷⁾⁽⁸⁾
Portfolio Turnover of the Portfolio		156	%		177	%		256	%		87	%		170	%⁽⁵⁾⁽⁹⁾
Portfolio Turnover of the Fund		—			—			—			—			35	%^(5)(10)


(1)		For the period from the start of business, November 30, 2005, to October 31, 2006.

(2)		Computed using average shares outstanding.

(3)		Net investment income per share reflects special dividends allocated from the Portfolio which amounted to $0.064 per share. Excluding special dividends, the ratio of net investment income to average daily net assets would have been 5.89%.

(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)		Annualized.

(8)		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.

(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

Eaton Vance Global Dividend Income Fund as of October 31, 2010

FINANCIAL STATEMENTS CONT’D

Financial Highlights


	Class C

	Year Ended October 31,
													Period Ended
	2010			2009			2008			2007			October 31, 2006⁽¹⁾

Net asset value — Beginning of period	$	7.080		$	7.680		$	12.580		$	11.360		$	10.000





Income (Loss) From Operations

Net investment income⁽²⁾	$	0.432	⁽³⁾	$	0.446		$	0.837		$	0.644		$	1.322
Net realized and unrealized gain (loss)		0.135			(0.509	)		(5.061	)		1.270			0.470


Total income (loss) from operations	$	0.567		$	(0.063	)	$	(4.224	)	$	1.914		$	1.792





Less Distributions

From net investment income	$	(0.427	)	$	(0.537	)	$	(0.676	)	$	(0.694	)	$	(0.432	)


Total distributions	$	(0.427	)	$	(0.537	)	$	(0.676	)	$	(0.694	)	$	(0.432	)



Net asset value — End of period	$	7.220		$	7.080		$	7.680		$	12.580		$	11.360



Total Return⁽⁴⁾		8.26	%		(0.21	)%		(34.86	)%		17.31	%		18.25	%⁽⁵⁾





Ratios/Supplemental Data

Net assets, end of period (000’s omitted)	$	149,034		$	137,459		$	108,613		$	118,841		$	23,105
Ratios (as a percentage of average daily net assets):
Expenses before custodian fee reduction⁽⁶⁾		2.06	%		2.08	%		2.06	%		2.11	%		2.16	%⁽⁷⁾⁽⁸⁾
Expenses after custodian fee reduction⁽⁶⁾		2.06	%		2.08	%		2.06	%		2.11	%		2.15	%⁽⁷⁾⁽⁸⁾
Net investment income		6.07	%⁽³⁾		6.61	%		7.94	%		5.33	%		13.27	%⁽⁷⁾⁽⁸⁾
Portfolio Turnover of the Portfolio		156	%		177	%		256	%		87	%		170	%⁽⁵⁾⁽⁹⁾
Portfolio Turnover of the Fund		—			—			—			—			35	%^(5)(10)


(1)		For the period from the start of business, November 30, 2005, to October 31, 2006.

(2)		Computed using average shares outstanding.

(3)		Net investment income per share reflects special dividends allocated from the Portfolio which amounted to $0.062 per share. Excluding special dividends, the ratio of net investment income to average daily net assets would have been 5.19%.

(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)		Annualized.

(8)		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.

(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

Eaton Vance Global Dividend Income Fund as of October 31, 2010

FINANCIAL STATEMENTS CONT’D

Financial Highlights


	Class I

	Year Ended October 31,
													Period Ended
	2010			2009			2008			2007			October 31, 2006⁽¹⁾

Net asset value — Beginning of period	$	7.120		$	7.710		$	12.640		$	11.410		$	10.610





Income (Loss) From Operations

Net investment income⁽²⁾	$	0.509	⁽³⁾	$	0.527		$	0.977		$	0.831		$	1.912
Net realized and unrealized gain (loss)		0.128			(0.513	)		(5.125	)		1.209			(0.614	)⁽⁴⁾


Total income (loss) from operations	$	0.637		$	0.014		$	(4.148	)	$	2.040		$	1.298





Less Distributions

From net investment income	$	(0.497	)	$	(0.604	)	$	(0.782	)	$	(0.810	)	$	(0.498	)


Total distributions	$	(0.497	)	$	(0.604	)	$	(0.782	)	$	(0.810	)	$	(0.498	)



Net asset value — End of period	$	7.260		$	7.120		$	7.710		$	12.640		$	11.410



Total Return⁽⁵⁾		9.27	%		0.91	%		(34.28	)%		18.45	%		12.62	%⁽⁶⁾





Ratios/Supplemental Data

Net assets, end of period (000’s omitted)	$	33,513		$	16,221		$	2,155		$	2,317		$	1,098
Ratios (as a percentage of average daily net assets):
Expenses before custodian fee reduction⁽⁷⁾		1.06	%		1.08	%		1.06	%		1.11	%		1.16	%⁽⁸⁾⁽⁹⁾
Expenses after custodian fee reduction⁽⁷⁾		1.06	%		1.08	%		1.06	%		1.11	%		1.15	%⁽⁸⁾⁽⁹⁾
Net investment income		7.15	%⁽³⁾		7.59	%		9.20	%		6.87	%		25.28	%⁽⁸⁾⁽⁹⁾
Portfolio Turnover of the Portfolio		156	%		177	%		256	%		87	%		170	%^(6)(10)
Portfolio Turnover of the Fund		—			—			—			—			35	%^(6)(11)


(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)		Net investment income per share reflects special dividends allocated from the Portfolio which amounted to $0.056 per share. Excluding special dividends, the ratio of net investment income to average daily net assets would have been 6.37%.

(4)		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.

(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)		Annualized.

(9)		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.

(10)		For the period from the Portfolio’s start of business, March 24, 2006, to October 31, 2006.

(11)		Represents the rate of portfolio activity for the period during which the Fund was making investments directly in securities.

See notes to financial statements

Eaton Vance Global Dividend Income Fund as of October 31, 2010

FINANCIAL STATEMENTS CONT’D

Financial Highlights


	Class R

	Year Ended October 31,
													Period Ended
	2010			2009			2008			2007			October 31, 2006⁽¹⁾

Net asset value — Beginning of period	$	7.120		$	7.720		$	12.660		$	11.400		$	10.610





Income (Loss) From Operations

Net investment income⁽²⁾	$	0.494	⁽³⁾	$	0.528		$	0.847		$	0.788		$	1.162
Net realized and unrealized gain (loss)		0.109			(0.557	)		(5.057	)		1.222			0.090


Total income (loss) from operations	$	0.603		$	(0.029	)	$	(4.210	)	$	2.010		$	1.252





Less Distributions

From net investment income	$	(0.463	)	$	(0.571	)	$	(0.730	)	$	(0.750	)	$	(0.462	)


Total distributions	$	(0.463	)	$	(0.571	)	$	(0.730	)	$	(0.750	)	$	(0.462	)



Net asset value — End of period	$	7.260		$	7.120		$	7.720		$	12.660		$	11.400



Total Return⁽⁴⁾		8.76	%		0.29	%		(34.63	)%		18.15	%		12.15	%⁽⁵⁾





Ratios/Supplemental Data

Net assets, end of period (000’s omitted)	$	464		$	282		$	71		$	81		$	28
Ratios (as a percentage of average daily net assets):
Expenses before custodian fee reduction⁽⁶⁾		1.56	%		1.58	%		1.56	%		1.61	%		1.66	%⁽⁷⁾⁽⁸⁾
Expenses after custodian fee reduction⁽⁶⁾		1.56	%		1.58	%		1.56	%		1.61	%		1.65	%⁽⁷⁾⁽⁸⁾
Net investment income		6.95	%⁽³⁾		7.88	%		8.05	%		6.51	%		14.30	%⁽⁷⁾⁽⁸⁾
Portfolio Turnover of the Portfolio		156	%		177	%		256	%		87	%		170	%⁽⁵⁾⁽⁹⁾
Portfolio Turnover of the Fund		—			—			—			—			35	%^(5)(10)


(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)		Net investment income per share reflects special dividends allocated from the Portfolio which amounted to $0.055 per share. Excluding special dividends, the ratio of net investment income to average daily net assets would have been 6.18%.

(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 R 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

Eaton Vance Global Dividend Income Fund as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS

1 Significant Accounting Policies

Eaton Vance Global Dividend Income Fund (formerly, 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 Global Dividend Income Portfolio (formerly, Dividend Income Portfolio) (the Portfolio), a Massachusetts business 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 (95.4% at October 31, 2010). 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 Investment 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.

B Income — 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.

At October 31, 2010, the Fund, for federal income tax purposes, had a capital loss carryforward of $202,060,885 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), October 31, 2017 ($74,538,069) and October 31, 2018 ($28,120,841).

Eaton Vance Global Dividend Income Fund as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS CONT’D

obligations of the Trust. However, the Trust’s Declaration of Trust contains an express disclaimer of liability on the part of Fund shareholders and the By-laws provide that the Trust shall assume the defense on behalf of any Fund shareholders. Moreover, the By-laws also provide for indemnification out of Fund property of any shareholder held personally liable solely by reason of being or having been a shareholder for all loss or expense arising from such liability. 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.

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

2 Distributions 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, 2010 and October 31, 2009 was as follows:


	Year Ended October 31,
	2010		2009


Distributions declared from:
Ordinary income	$	26,128,925	$	27,165,666

During the year ended October 31, 2010, accumulated net realized loss was decreased by $66,388 and accumulated undistributed net investment income was decreased by $66,388 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, 2010, the components of distributable earnings (accumulated losses) and unrealized appreciation (depreciation) on a tax basis were as follows:


Undistributed ordinary income	$	1,614,632
Capital loss carryforward	$	(202,060,885	)
Net unrealized appreciation	$	59,073,859

3 Transactions with Affiliates

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, 2010, EVM earned $19,216 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 $158,506 as its portion of the sales charge on sales of Class A shares for the year ended October 31, 2010. 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.

4 Distribution Plans

Eaton Vance Global Dividend Income Fund as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS CONT’D

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, 2010, the Fund paid or accrued to EVD $1,094,022 for Class C shares, representing 0.75% of the average daily net assets of Class C shares. At October 31, 2010, the amount of Uncovered Distribution Charges of EVD calculated under the Class C Plan was approximately $12,758,000.

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, 2010, the Fund paid or accrued to EVD $1,034, 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, 2010 amounted to $364,674 and $1,034 for Class C and Class R shares, respectively.

5 Contingent 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, 2010, the Fund was informed that EVD received approximately $700 and $16,000 of CDSCs paid by Class A and Class C shareholders, respectively.

6 Investment Transactions

For the year ended October 31, 2010, increases and decreases in the Fund’s investment in the Portfolio aggregated $28,931,994 and $41,266,279, respectively.

7 Shares of Beneficial Interest


	Year Ended October 31,
Class A	2010			2009

Sales		9,404,093			21,465,959
Issued to shareholders electing to receive payments of distributions in Fund shares		1,693,446			1,796,280
Redemptions		(12,552,474	)		(10,931,998	)


Net increase (decrease)		(1,454,935	)		12,330,241




	Year Ended October 31,
Class C	2010			2009

Sales		5,515,061			9,267,293
Issued to shareholders electing to receive payments of distributions in Fund shares		705,891			799,660
Redemptions		(4,993,265	)		(4,794,263	)


Net increase		1,227,687			5,272,690

Eaton Vance Global Dividend Income Fund as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS CONT’D


	Year Ended October 31,
Class I	2010			2009

Sales		3,232,790			2,077,838
Issued to shareholders electing to receive payments of distributions in Fund shares		154,809			44,723
Redemptions		(1,051,842	)		(123,107	)


Net increase		2,335,757			1,999,454




	Year Ended October 31,
Class R	2010			2009

Sales		51,915			63,019
Issued to shareholders electing to receive payments of distributions in Fund shares		3,356			2,037
Redemptions		(31,004	)		(34,557	)


Net increase		24,267			30,499

8 Name Change

Effective June 11, 2010, the name of Eaton Vance Global Dividend Income Fund was changed from Eaton Vance Dividend Income Fund.

Eaton Vance Global Dividend Income Fund as of October 31, 2010

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Trustees of Eaton Vance Mutual Funds Trust and Shareholders of Eaton Vance Global Dividend Income Fund (formerly Eaton Vance Dividend Income Fund):

We have audited the accompanying statement of assets and liabilities of Eaton Vance Global Dividend Income Fund (formerly Eaton Vance Dividend Income Fund) (the “Fund”) (one of the funds constituting Eaton Vance Mutual Funds Trust) as of October 31, 2010, 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 four 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 Global Dividend Income Fund as of October 31, 2010, 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 four 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 17, 2010

Eaton Vance Global Dividend Income Fund as of October 31, 2010

FEDERAL TAX INFORMATION (Unaudited)

Qualified Dividend Income. The Fund designates approximately $14,722,873 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 2010 ordinary income dividends, 27.13% qualifies for the corporate dividends received deduction.

Global Dividend Income Portfolio as of October 31, 2010

PORTFOLIO OF INVESTMENTS


Common Stocks — 95.3%

Security	Shares		Value



Aerospace & Defense — 3.1%

General Dynamics Corp.		140,000	$	9,536,800
Lockheed Martin Corp.		55,625		3,965,506


			$	13,502,306




Beverages — 1.0%

PepsiCo, Inc.		65,000	$	4,244,500


			$	4,244,500




Capital Markets — 2.1%

Goldman Sachs Group, Inc. (The)		38,000	$	6,116,100
Invesco, Ltd.		130,000		2,990,000


			$	9,106,100




Chemicals — 1.4%

Air Liquide SA		45,800	$	5,929,983


			$	5,929,983




Commercial Banks — 6.2%

HSBC Holdings PLC ADR		170,000	$	8,858,700
PNC Financial Services Group, Inc.		131,000		7,060,900
U.S. Bancorp		302,907		7,324,291
Wells Fargo & Co.		145,000		3,781,600


			$	27,025,491




Communications Equipment — 1.8%

Telefonaktiebolaget LM Ericsson, Class B		715,000	$	7,863,276


			$	7,863,276




Computers & Peripherals — 4.4%

Hewlett-Packard Co.		180,000	$	7,570,800
International Business Machines Corp.		79,781		11,456,552


			$	19,027,352




Construction & Engineering — 2.3%

Vinci SA		190,000	$	10,188,034


			$	10,188,034



Diversified Financial Services — 1.4%

Deutsche Boerse AG		61,500	$	4,326,425
JPMorgan Chase & Co.		50,000		1,881,500


			$	6,207,925




Diversified Telecommunication Services — 4.2%

AT&T, Inc.		172,530	$	4,917,105
France Telecom SA		200,000		4,798,624
Frontier Communications Corp.		421,272		3,698,768
Verizon Communications, Inc.		151,109		4,906,509


			$	18,321,006




Electric Utilities — 2.0%

American Electric Power Co., Inc.		170,000	$	6,364,800
Enel SpA		425,000		2,427,642


			$	8,792,442




Energy Equipment & Services — 3.2%

Schlumberger, Ltd.		140,559	$	9,823,668	��
Seadrill, Ltd.		135,000		4,098,049


			$	13,921,717




Food & Staples Retailing — 1.9%

Wal-Mart Stores, Inc.		152,800	$	8,277,176


			$	8,277,176




Food Products — 2.7%

Nestle SA		214,587	$	11,753,887


			$	11,753,887




Health Care Equipment & Supplies — 1.4%

Covidien PLC		152,400	$	6,076,188


			$	6,076,188




Hotels, Restaurants & Leisure — 3.4%

Carnival Corp.		100,000	$	4,317,000
McDonald’s Corp.		136,400		10,607,828


			$	14,924,828




Household Durables — 1.5%

Whirlpool Corp.		83,000	$	6,293,890


			$	6,293,890

See notes to financial statements

Global Dividend Income Portfolio as of October 31, 2010

PORTFOLIO OF INVESTMENTS CONT’D


Security	Shares		Value



Household Products — 1.9%

Clorox Co. (The)		65,000	$	4,325,750
Henkel AG & Co. KGaA, PFC Shares		65,000		3,833,992


			$	8,159,742




Insurance — 4.4%

MetLife, Inc.		125,000	$	5,041,250
Prudential Financial, Inc.		140,000		7,361,200
Zurich Financial Services AG		28,000		6,852,083


			$	19,254,533




IT Services — 2.1%

Accenture PLC, Class A		201,000	$	8,986,710


			$	8,986,710




Machinery — 1.5%

PACCAR, Inc.		125,000	$	6,407,500


			$	6,407,500




Media — 1.2%

Walt Disney Co. (The)		150,000	$	5,416,500


			$	5,416,500




Metals & Mining — 4.4%

BHP Billiton, Ltd. ADR		135,000	$	11,149,650
Southern Copper Corp.		190,000		8,132,000


			$	19,281,650




Multi-Utilities — 4.3%

CMS Energy Corp.		275,000	$	5,054,500
National Grid PLC		250,000		2,364,112
PG&E Corp.		100,000		4,782,000
United Utilities Group PLC		650,000		6,363,807


			$	18,564,419




Multiline Retail — 1.9%

Target Corp.		158,817	$	8,248,955


			$	8,248,955




Oil, Gas & Consumable Fuels — 6.9%

Chevron Corp.		53,300	$	4,403,113
Exxon Mobil Corp.		53,529		3,558,073
Occidental Petroleum Corp.		43,160		3,393,671
Royal Dutch Shell PLC, Class A		275,000		8,924,641
Total SA		180,000		9,798,104


			$	30,077,602




Pharmaceuticals — 8.2%

Abbott Laboratories		158,000	$	8,108,560
Johnson & Johnson		116,785		7,435,701
Merck & Co., Inc.		167,307		6,069,898
Novartis AG ADR		150,000		8,692,500
Pfizer, Inc.		295,000		5,133,000


			$	35,439,659




Real Estate Investment Trusts (REITs) — 1.4%

Annaly Capital Management, Inc.		350,000	$	6,198,500


			$	6,198,500




Road & Rail — 4.3%

Canadian Pacific Railway, Ltd.		150,000	$	9,771,000
Norfolk Southern Corp.		40,000		2,459,600
Union Pacific Corp.		75,000		6,576,000


			$	18,806,600




Software — 2.9%

Microsoft Corp.		310,000	$	8,258,400
Oracle Corp.		150,000		4,410,000


			$	12,668,400




Tobacco — 2.5%

Philip Morris International, Inc.		182,845	$	10,696,432


			$	10,696,432




Wireless Telecommunication Services — 3.4%

Vodafone Group PLC		4,000,000	$	10,934,411
Vodafone Group PLC ADR		140,000		3,851,400


			$	14,785,811



Total Common Stocks
(identified cost $346,073,185)			$	414,449,114

See notes to financial statements

Global Dividend Income Portfolio as of October 31, 2010

PORTFOLIO OF INVESTMENTS CONT’D


Preferred Stocks — 1.0%

Security	Shares		Value


Commercial Banks — 0.6%

Bank of America Corp., 8.125%⁽¹⁾		350	$	366,629
Barclays Bank PLC, 7.434%⁽¹⁾⁽²⁾		100		105,283
BBVA International SA Unipersonal, 5.919%⁽¹⁾		120		106,416
Credit Agricole SA/London, 6.637%⁽¹⁾⁽²⁾		115		112,998
Farm Credit Bank of Texas, Series I, 10.00%		225		242,297
JPMorgan Chase & Co., 7.90%⁽¹⁾		350		388,190
KeyCorp Capital X, 8.00%		15,000		383,400
Lloyds Banking Group PLC, 6.657%^(1)(2)(3)		190		145,350
Morgan Stanley Capital Trust III, 6.25%		6,000		145,020
Royal Bank of Scotland Group PLC, Series F, 7.65%		5,000		118,400
Wells Fargo & Co., Class A, 7.50%		305		305,000


			$	2,418,983




Insurance — 0.2%

Aegon NV, 6.375%		5,000	$	114,550
AXA SA, 6.463%⁽¹⁾⁽²⁾		120		116,420
Endurance Specialty Holdings, Ltd., Series A, 7.75%		5,000		128,050
ING Capital Funding Trust III, 8.439%⁽¹⁾		110		109,244
RenaissanceRe Holdings, Ltd., Series C, 6.08%		17,000		406,810


			$	875,074




Real Estate Investment Trusts (REITs) — 0.2%

Developers Diversified Realty Corp., Series I, 7.50%		15,000	$	365,250
Regency Centers Corp., Series C, 7.45%		15,000		378,600
Vornado Realty, LP, 7.875%		13,000		349,440


			$	1,093,290



Total Preferred Stocks
(identified cost $4,025,452)			$	4,387,347


Corporate Bonds & Notes — 0.6%

	Principal
	Amount
Security	(000’s omitted)		Value



Commercial Banks — 0.4%


American Express Co., 6.80% to 9/1/16, 9/1/66⁽¹⁾⁽⁴⁾	$	350	$	353,938
Citigroup Capital XXI, 8.30% to 12/21/37, 12/21/57, 12/21/77⁽⁴⁾⁽⁵⁾		350		367,937
Fifth Third Capital Trust IV, 6.50% to 4/15/17, 4/15/37, 4/15/67⁽⁴⁾⁽⁵⁾		400		384,000
SunTrust Capital VIII, 6.10% to 12/15/36, 12/1/66⁽⁴⁾		400		375,175


			$	1,481,050


Security	Shares		Value



Diversified Financial Services — 0.1%


General Electric Capital Corp., 6.375% to 11/15/17, 11/15/67⁽⁴⁾		330	$	328,762


			$	328,762




Insurance — 0.1%

MetLife, Inc., 10.75% to 8/1/34, 8/1/39, 8/1/69⁽⁴⁾⁽⁵⁾		250	$	338,373
XL Capital, Ltd., 6.50% to 4/15/17, 12/29/49⁽⁴⁾		250		226,250


			$	564,623




Pipelines — 0.0%⁽⁶⁾

Enterprise Products Operating, LLC, 7.00% to 6/1/17, 6/1/67⁽⁴⁾		110	$	107,065


			$	107,065



Total Corporate Bonds & Notes
(identified cost $2,233,089)			$	2,481,500


Short-Term Investments — 1.1%

	Interest
Description	(000’s omitted)		Value


Eaton Vance Cash Reserves Fund, LLC, 0.22%⁽⁷⁾⁽⁸⁾	$	4,597	$	4,597,115



Total Short-Term Investments
(identified cost $4,597,115)			$	4,597,115



Total Investments — 98.0%
(identified cost $356,928,841)			$	425,915,076



Other Assets, Less Liabilities — 2.0%			$	8,838,507



Net Assets — 100.0%			$	434,753,583

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

See notes to financial statements

Global Dividend Income Portfolio as of October 31, 2010

PORTFOLIO OF INVESTMENTS CONT’D

ADR - American Depositary Receipt

PFC Shares - Preference Shares


(1)		Variable rate security. The stated interest rate represents the rate in effect at October 31, 2010.

(2)		Security exempt from registration pursuant to Rule 144A under the Securities Act of 1933. These securities may be sold in certain transactions (normally to qualified institutional buyers) and remain exempt from registration. At October 31, 2010, the aggregate value of these securities is $480,051 or 0.1% of the Portfolio’s net assets.

(3)		Non-income producing security.

(4)		Security converts to floating rate after the indicated fixed-rate coupon period.

(5)		The maturity dates shown are the scheduled maturity date and final maturity date, respectively. The scheduled maturity date is earlier than the final maturity date due to the possibility of earlier repayment.

(6)		Amount is less than 0.05%.

(7)		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, 2010.

(8)		Net income allocated from the investment in Eaton Vance Cash Reserves Fund, LLC and Cash Management Portfolio, an affiliated investment company, for the year ended October 31, 2010 was $8,527 and $0, respectively.


Country Concentration of Portfolio

	Percentage
Country	of Net Assets			Value


United States		71.0	%	$	308,539,531
France		7.0			30,714,745
United Kingdom		6.6			28,705,371
Switzerland		4.3			18,605,970
Ireland		2.1			8,986,710
Germany		1.9			8,160,417
Sweden		1.8			7,863,276
Bermuda		1.6			7,088,049
Italy		0.5			2,427,642
Cayman Islands		0.1			226,250


Long-Term Investments		96.9	%	$	421,317,961


Short-Term Investments				$	4,597,115


Total Investments				$	425,915,076

See notes to financial statements

Global Dividend Income Portfolio as of October 31, 2010

FINANCIAL STATEMENTS

Statement of Assets and Liabilities


As of October 31, 2010

Assets

Unaffiliated investments, at value (identified cost, $352,331,726)	$	421,317,961
Affiliated investment, at value (identified cost, $4,597,115)		4,597,115
Dividends and interest receivable		1,330,127
Interest receivable from affiliated investment		1,532
Receivable for investments sold		8,918,632
Tax reclaims receivable		2,823,110


Total assets	$	438,988,477





Liabilities

Payable for investments purchased	$	3,860,251
Payable to affiliates:
Investment adviser fee		237,293
Trustees’ fees		1,208
Accrued expenses		136,142


Total liabilities	$	4,234,894


Net Assets applicable to investors’ interest in Portfolio	$	434,753,583





Sources of Net Assets

Net proceeds from capital contributions and withdrawals	$	365,515,603
Net unrealized appreciation		69,237,980


Total	$	434,753,583

Statement of Operations


For the Year Ended
October 31, 2010

Investment Income

Dividends (net of foreign taxes, $2,962,495)	$	34,442,390
Interest		90,842
Interest allocated from affiliated investments		14,056
Expenses allocated from affiliated investments		(5,529	)


Total investment income	$	34,541,759





Expenses

Investment adviser fee	$	2,763,828
Trustees’ fees and expenses		14,750
Custodian fee		294,071
Legal and accounting services		39,487
Miscellaneous		17,675


Total expenses	$	3,129,811


Deduct —
Reduction of custodian fee	$	23


Total expense reductions	$	23



Net expenses	$	3,129,788



Net investment income	$	31,411,971





Realized and Unrealized Gain (Loss)

Net realized gain (loss) —
Investment transactions	$	(29,327,123	)
Investment transactions allocated from affiliated investments		10,717
Foreign currency and forward foreign currency exchange contract transactions		847,087


Net realized loss	$	(28,469,319	)


Change in unrealized appreciation (depreciation) —
Investments	$	35,120,008
Foreign currency		226,779


Net change in unrealized appreciation (depreciation)	$	35,346,787



Net realized and unrealized gain	$	6,877,468



Net increase in net assets from operations	$	38,289,439

See notes to financial statements

Global Dividend Income Portfolio as of October 31, 2010

FINANCIAL STATEMENTS CONT’D

Statements of Changes in Net Assets


Increase (Decrease)	Year Ended			Year Ended
in Net Assets	October 31, 2010			October 31, 2009

From operations —
Net investment income	$	31,411,971		$	27,862,324
Net realized loss from investment, foreign currency and forward foreign currency exchange contract transactions		(28,469,319	)		(82,862,144	)
Net change in unrealized appreciation (depreciation) from investments and foreign currency		35,346,787			68,945,200


Net increase in net assets from operations	$	38,289,439		$	13,945,380


Capital transactions —
Contributions	$	34,036,332		$	179,918,700
Withdrawals		(45,771,871	)		(75,467,439	)


Net increase (decrease) from capital transactions	$	(11,735,539	)	$	104,451,261



Net increase in net assets	$	26,553,900		$	118,396,641





Net Assets

At beginning of year	$	408,199,683		$	289,803,042


At end of year	$	434,753,583		$	408,199,683

See notes to financial statements

Global Dividend Income Portfolio as of October 31, 2010

FINANCIAL STATEMENTS CONT’D

Supplementary Data


	Year Ended October 31,
													Period Ended
	2010			2009			2008			2007			October 31, 2006⁽¹⁾



Ratios/Supplemental Data

Ratios (as a percentage of average daily net assets):
Expenses⁽²⁾		0.74	%		0.73	%		0.75	%		0.76	%		0.88	%⁽³⁾
Net investment income		7.38	%⁽⁴⁾		8.04	%		9.27	%		6.77	%		15.44	%⁽³⁾
Portfolio Turnover		156	%		177	%		256	%		87	%		170	%⁽⁵⁾


Total Return		9.75	%		1.11	%		(33.97	)%		18.88	%		10.33	%⁽⁵⁾



Net assets, end of period (000’s omitted)	$	434,754		$	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)		Includes special dividends equal to 0.84% of average daily net assets.

(5)		Not annualized.

See notes to financial statements

Global Dividend Income Portfolio as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS

1 Significant Accounting Policies

Global Dividend Income Portfolio (formerly, Dividend Income Portfolio) (the Portfolio) is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as a diversified, open-end management investment company. The Portfolio’s investment objective is to achieve 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, 2010, Eaton Vance Global Dividend Income Fund held a 95.4% 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 Investment Valuation — Equity securities (including common shares of closed-end investment companies) listed on a U.S. securities exchange generally are valued at the last sale or closing 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) are generally valued on the basis of valuations provided by third party pricing services, as derived from such services’ pricing models. Inputs to the models may include, but are not limited to, reported trades, executable bid and asked prices, broker/dealer quotations, prices or yields of securities with similar characteristics, benchmark curves or information pertaining to the issuer, as well as industry and economic events. The pricing services may use a matrix approach, which considers information regarding securities with similar characteristics to determine the valuation for a security. Short-term debt securities purchased 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. 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. 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.

Global Dividend Income Portfolio as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS CONT’D

maturity of any discount or premium. If amortized cost is determined not to approximate fair value, Cash Reserves Fund may value its investment securities in the same manner as debt obligations described above.

C Income — Dividend income is recorded on the ex-dividend date for dividends received in cash and/or securities. However, if the ex-dividend date has passed, certain dividends from foreign securities are recorded as the Portfolio is informed of the ex-dividend date. 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.

D Federal Taxes — The Portfolio has elected to be treated as a partnership for federal tax purposes. No provision is made by the Portfolio for federal or state taxes on any taxable income of the Portfolio because each investor in the Portfolio is ultimately responsible for the payment of any taxes on its share of taxable income. Since at least one of the Portfolio’s investors is a regulated investment company that invests all or substantially all of its assets in the Portfolio, the Portfolio normally must satisfy the applicable source of income and diversification requirements (under the Internal Revenue Code) in order for its investors to satisfy them. The Portfolio will allocate, at least annually among its investors, each investor’s distributive share of the Portfolio’s net investment income, net realized capital gains and any other items of income, gain, loss, deduction or credit.

As of October 31, 2010, the Portfolio had no uncertain tax positions that would require financial statement recognition, de-recognition, or disclosure. Each of the Portfolio’s federal tax returns filed in the 3-year period ended October 31, 2010 remains subject to examination by the Internal Revenue Service.

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

F Foreign 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.

H Indemnifications — Under the Portfolio’s organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the Portfolio. Under Massachusetts law, if certain conditions prevail, interestholders in the Portfolio could be deemed to have personal liability for the obligations of the Portfolio. However, the Portfolio’s Declaration of Trust contains an express disclaimer of liability on the part of Portfolio interestholders and the By-laws provide that the Portfolio shall assume the defense on behalf of any Portfolio interestholder. Moreover, the By-laws also provide for indemnification out of Portfolio property of any interestholder held personally liable solely by reason of being or having been an interestholder for all loss or expense arising from such liability. Additionally, in the normal course of business, the Portfolio enters into agreements with service providers that may contain indemnification clauses. The Portfolio’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Portfolio that have not yet occurred.

I Forward 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 entered into forward contracts for hedging purposes as well as non-hedging purposes. The forward foreign currency exchange contract is adjusted by

Global Dividend Income Portfolio as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS CONT’D

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.

2 Investment Adviser Fee and Other Transactions with Affiliates

The investment adviser fee is earned by Boston Management and Research (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 is payable monthly. On average daily net assets of $500 million and over, the annual fee is reduced. Prior to its liquidation in February 2010, the portion of the adviser fee payable by Cash Management Portfolio, an affiliated investment company, on the Portfolio’s investment of cash therein was credited against the Portfolio’s investment adviser fee. The Portfolio currently invests its cash in Cash Reserves Fund. EVM does not currently receive a fee for advisory services provided to Cash Reserves Fund. For the year ended October 31, 2010, the Portfolio’s investment adviser fee totaled $2,768,100 of which $4,272 was allocated from Cash Management Portfolio and $2,763,828 was paid or accrued directly by the Portfolio. For the year ended October 31, 2010, the Portfolio’s investment adviser fee, including the portion allocated from Cash Management Portfolio, 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 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, 2010, no significant amounts have been deferred. Certain officers and Trustees of the Portfolio are officers of the above organizations.

During the year ended October 31, 2010, EVM reimbursed the Portfolio $1,168 for a trading error. The effect of the loss incurred and the reimbursement by EVM of such amount had no impact on total return.

3 Purchases and Sales of Investments

Purchases and sales of investments, other than short-term obligations, aggregated $670,102,077 and $640,183,331, respectively, for the year ended October 31, 2010.

4 Federal Income Tax Basis of Investments

The cost and unrealized appreciation (depreciation) of investments of the Portfolio at October 31, 2010, as determined on a federal income tax basis, were as follows:


Aggregate cost	$	363,145,048


Gross unrealized appreciation	$	64,815,083
Gross unrealized depreciation		(2,045,055	)


Net unrealized appreciation	$	62,770,028

The net unrealized appreciation on foreign currency transactions at October 31, 2010 on a federal income tax basis was $251,745.

5 Financial 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.

The Portfolio is subject to foreign exchange risk in the normal course of pursuing its investment objectives. 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 entered into forward foreign currency exchange contracts. The Portfolio also entered into such contracts to hedge the currency risk of investments it anticipated purchasing.

The non-exchange traded derivatives in which the Fund may invest, including forward foreign currency exchange contracts, are subject to the risk that the counterparty to the contract fails to perform its obligations under the contract.

At October 31, 2010, there were no obligations outstanding under these financial instruments.

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 year ended October 31, 2010 was as follows:

Global Dividend Income Portfolio as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS CONT’D


			Change in
			Unrealized
	Realized Gain		Appreciation
	(Loss) on		(Depreciation) on
	Derivatives		Derivatives
	Recognized in		Recognized in
Derivative	Income⁽¹⁾		Income

Forward foreign currency exchange contracts	$	1,144,529	$	—


(1)		Statement of Operations location: Net realized gain (loss) – Foreign currency and forward foreign currency exchange contract transactions.

The average notional amount of forward foreign currency exchange contracts outstanding during the year ended October 31, 2010, which is indicative of the volume of this derivative type, was approximately $26,692,000.

6 Line of Credit

The Portfolio participates with other portfolios and funds managed by EVM and its affiliates in a $450 million unsecured line of credit agreement with a group of banks. Borrowings are made by the Portfolio solely to facilitate the handling of unusual and/or unanticipated short-term cash requirements. Interest is charged to the Portfolio based on its borrowings at an amount above either the Eurodollar rate or Federal Funds rate. In addition, a fee computed at an annual rate of 0.10% on the daily unused portion of the line of credit is allocated among the participating portfolios and funds at the end of each quarter. Because the line of credit is not available exclusively to the Portfolio, it may be unable to borrow some or all of its requested amounts at any particular time. The Portfolio did not have any significant borrowings or allocated fees during the year ended October 31, 2010.

7 Risks 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.

8 Fair Value Measurements


	•	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, 2010, the inputs used in valuing the Portfolio’s investments, which are carried at value, were as follows:


	Quoted
	Prices in
	Active		Significant
	Markets for		Other			Significant
	Identical		Observable			Unobservable
	Assets		Inputs			Inputs

Asset Description	(Level 1)		(Level 2)			(Level 3)		Total

Common Stocks
Consumer Discretionary	$	34,884,173	$	—		$	—	$	34,884,173
Consumer Staples		31,377,850		11,753,887			—		43,131,737
Energy		21,178,525		22,820,794			—		43,999,319
Financials		56,614,041		11,178,508			—		67,792,549
Health Care		41,515,847		—			—		41,515,847
Industrials		38,716,407		10,188,034			—		48,904,441
Information Technology		40,682,461		7,863,276			—		48,545,737
Materials		19,281,650		5,929,983			—		25,211,633
Telecommunication Services		17,373,782		15,733,035			—		33,106,817
Utilities		16,201,300		11,155,561			—		27,356,861


Total Common Stocks	$	317,826,036	$	96,623,078	*	$	—	$	414,449,114

Global Dividend Income Portfolio as of October 31, 2010

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

Preferred Stocks
Financials	$	2,694,520	$	1,692,827	$	—	$	4,387,347


Total Preferred Stocks	$	2,694,520	$	1,692,827	$	—	$	4,387,347


Corporate Bonds & Notes	$	—	$	2,481,500	$	—	$	2,481,500
Short-Term Investments	$	—	$	4,597,115	$	—	$	4,597,115


Total Investments	$	320,520,556	$	105,394,520	$	—	$	425,915,076


*		Includes foreign equity securities whose values were adjusted to reflect market trading of comparable securities or other correlated instruments 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, 2009 whose fair value was determined using Level 3 inputs.

9 Name Change

Effective June 11, 2010, the name of the Global Dividend Income Portfolio was changed from Dividend Income Portfolio.

Global Dividend Income Portfolio as of October 31, 2010

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Trustees and Investors of Global Dividend Income Portfolio (formerly Dividend Income Portfolio):

We have audited the accompanying statement of assets and liabilities of Global Dividend Income Portfolio (formerly Dividend Income Portfolio) (the “Portfolio”), including the portfolio of investments as of October 31, 2010, 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 four 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, 2010, 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 Dividend Income Portfolio as of October 31, 2010, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the supplementary data for each of the four years in the period then ended and 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 17, 2010

Eaton Vance Global Dividend Income Fund

BOARD OF TRUSTEES’ CONTRACT APPROVAL

Overview of the Contract Review Process

Information about Fees, Performance and Expenses


	•	An independent report comparing the advisory and related fees paid by each fund with fees paid by comparable funds;
	•	An independent report comparing each fund’s total expense ratio and its components to comparable funds;
	•	An independent report comparing the investment performance of each fund (including yield where relevant) to the investment performance of comparable funds over various time periods;
	•	Data regarding investment performance in comparison to relevant peer groups of similarly managed funds and appropriate indices;
	•	For each fund, comparative information concerning the fees charged and the services provided by each adviser in managing other mutual funds and institutional accounts using investment strategies and techniques similar to those used in managing such fund;
	•	Profitability analyses for each adviser with respect to each fund;

Information about Portfolio Management


	•	Descriptions of the investment management services provided to each fund, including the investment strategies and processes employed, and any changes in portfolio management processes and personnel;
	•	Information concerning the allocation of brokerage and the benefits received by each adviser as a result of brokerage allocation, including information concerning the acquisition of research through “soft dollar” benefits received in connection with the funds’ brokerage, and the implementation of a soft dollar reimbursement program established with respect to the funds;
	•	Data relating to portfolio turnover rates of each fund;
	•	The procedures and processes used to determine the fair value of fund assets and actions taken to monitor and test the effectiveness of such procedures and processes;

Information about each Adviser


	•	Reports detailing the financial results and condition of each adviser;
	•	Descriptions of the qualifications, education and experience of the individual investment professionals whose responsibilities include portfolio management and investment research for the funds, and information relating to their compensation and responsibilities with respect to managing other mutual funds and investment accounts;
	•	Copies of the Codes of Ethics of each adviser and its affiliates, together with information relating to compliance with and the administration of such codes;
	•	Copies of or descriptions of each adviser’s policies and procedures relating to proxy voting, the handling of corporate actions and class actions;
	•	Information concerning the resources devoted to compliance efforts undertaken by each adviser and its affiliates on behalf of the funds (including descriptions of various compliance programs) and their record of compliance with investment policies and restrictions, including policies with respect to market-timing, late trading and selective portfolio disclosure, and with policies on personal securities transactions;
	•	Descriptions of the business continuity and disaster recovery plans of each adviser and its affiliates;
	•	A description of Eaton Vance Management’s procedures for overseeing third party advisers and sub-advisers;

Other Relevant Information


	•	Information concerning the nature, cost and character of the administrative and other non-investment management services provided by Eaton Vance Management and its affiliates;
	•	Information concerning management of the relationship with the custodian, subcustodians and fund accountants by each adviser or the funds’ administrator; and
	•	The terms of each advisory agreement.

Eaton Vance Global Dividend Income Fund

BOARD OF TRUSTEES’ CONTRACT APPROVAL CONT’D

Results of the Process

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.

Eaton Vance Global Dividend Income Fund

BOARD OF TRUSTEES’ CONTRACT APPROVAL CONT’D

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, 2009 for the Fund. The Board noted that appropriate actions are being taken by the Adviser to improve Fund performance and concluded that additional time is required to evaluate the effectiveness of such actions.

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 management fees, and the Fund’s total expense ratio for the year ended September 30, 2009, as compared to a group of similarly managed funds selected by an independent data provider. The Board also considered factors that had an impact on Fund expense ratios, as identified by management in response to inquiries from the Contract Review Committee, as well as actions being taken to reduce expenses at the fund complex level.

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 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 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 and the Portfolio, on the other hand, can expect to realize benefits from economies of scale as the assets of the Fund and the Portfolio increase. The Board acknowledged the difficulty in accurately measuring the benefits resulting from the economies of scale with respect to the management of any specific fund or group of funds. The Board reviewed data summarizing the increases and decreases in the assets of the Fund and of all Eaton Vance Funds as a group over various time periods, and evaluated the extent to which the total expense ratio of the Fund and the profitability of the Adviser and its affiliates may have been affected by such increases or decreases. Based upon the foregoing, the Board concluded that the benefits from economies of scale are currently being shared equitably by the Adviser and its affiliates and the Fund. The Board also concluded that, assuming reasonably foreseeable increases in the assets of the 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.

Eaton Vance Global Dividend Income Fund

MANAGEMENT AND ORGANIZATION

Fund Management. The Trustees of Eaton Vance Mutual Funds Trust (the Trust) and Global 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

Principal Occupation(s)

in Fund Complex

Name and

Trust and

Length of

During Past Five Years and

Overseen By

Other Directorships Held

Year of Birth

the Portfolio

Service

Other Relevant Experience

Trustee⁽¹⁾

During the Last Five Years⁽²⁾

Interested Trustee

Thomas E. Faust Jr.
1958

Trustee and
President of
the Trust

Trustee since 2007 and President of the Trust since 2002

184

Director of EVC.

Noninterested Trustees

Benjamin C. Esty
1963

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.

184

None

Allen R. Freedman
1940

Trustee

Since 2007

184

Director of Assurant, Inc. (insurance provider) and Stonemor Partners, L.P. (owner and operator of cemeteries).

William H. Park
1947

Trustee

Of the Trust since 2003 and of the Portfolio since 2006

184

None

Ronald A. Pearlman
1940

Trustee

Of the Trust since 2003 and of the Portfolio since 2006

184

None

Helen Frame Peters
1948

Trustee

Since 2008

184

Eaton Vance Global Dividend Income Fund

MANAGEMENT AND ORGANIZATION CONT’D

Position(s)

Term of

Number of Portfolios

with the

Office and

Principal Occupation(s)

in Fund Complex

Name and

Trust and

Length of

During Past Five Years and

Overseen By

Other Directorships Held

Year of Birth

the Portfolio

Service

Other Relevant Experience

Trustee⁽¹⁾

During the Last Five Years⁽²⁾

Noninterested Trustees (continued)

Lynn A. Stout
1957

Trustee

Of the Trust since 1998 and of the Portfolio since 2006

184

None

Ralph F. Verni
1943

Chairman of
the Board
and Trustee

Chairman of the Board since 2007; Trustee of the Trust since 2005 and of the Portfolio since 2006

184

None

Principal Officers who are not Trustees


	Position(s)	Term of
	with the	Office and
Name and	Trust and	Length of	Principal Occupation(s)
Year of Birth	the Portfolio	Service	During Past Five Years


William H. Ahern, Jr. 1959	Vice President of the Trust	Since 1995	Vice President of EVM and BMR. Officer of 80 registered investment companies managed by EVM or BMR.

John R. Baur 1970	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 was an Account Team Representative in Singapore for Applied Materials, Inc. Officer of 37 registered investment companies managed by EVM or BMR.

Maria C. Cappellano 1967	Vice President of the Trust	Since 2009	Vice President of EVM and BMR. Officer of 49 registered investment companies managed by EVM or BMR.

Michael A. Cirami 1975	Vice President of the Trust	Since 2008	Vice President of EVM and BMR. Officer of 37 registered investment companies managed by EVM or BMR.

Cynthia J. Clemson 1963	Vice President of the Trust	Since 2005	Vice President of EVM and BMR. Officer of 96 registered investment companies managed by EVM or BMR.

John H. Croft 1962	Vice President of the Trust	Since 2010	Vice President of EVM and BMR. Officer of 38 registered investment companies managed by EVM or BMR.

Charles B. Gaffney 1972	Vice President of the Trust	Since 2007	Director of Equity Research and a Vice President of EVM and BMR. Officer of 33 registered investment companies managed by EVM or BMR.

Christine M. Johnston 1972	Vice President of the Trust	Since 2007	Vice President of EVM and BMR. Officer of 40 registered investment companies managed by EVM or BMR.

Aamer Khan 1960	Vice President	Of the Trust since 2005 and of the Portfolio since 2006	Vice President of EVM and BMR. Officer of 36 registered investment companies managed by EVM or BMR.

Thomas H. Luster 1962	Vice President of the Trust	Since 2006	Vice President of EVM and BMR. Officer of 55 registered investment companies managed by EVM or BMR.

Jeffrey A. Rawlins 1961	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 33 registered investment companies managed by EVM or BMR.

Eaton Vance Global 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)
Year of Birth	the Portfolio	Service	During Past Five Years


Principal Officers who are not Trustees (continued)

Duncan W. Richardson 1957	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 1954	Vice President	Of the Trust since 2003 and of the Portfolio since 2006	Vice President of EVM and BMR. Officer of 54 registered investment companies managed by EVM or BMR.

Susan Schiff 1961	Vice President of the Trust	Since 2002	Vice President of EVM and BMR. Officer of 38 registered investment companies managed by EVM or BMR.

Thomas Seto 1962	Vice President of the Trust	Since 2007	Vice President and Director of Portfolio Management of Parametric. Officer of 33 registered investment companies managed by EVM or BMR.

David M. Stein 1951	Vice President of the Trust	Since 2007	Managing Director and Chief Investment Officer of Parametric. Officer of 33 registered investment companies managed by EVM or BMR.

Eric A. Stein 1980	Vice President of the Trust	Since 2009	Vice President of EVM and BMR. Originally joined EVM in July 2002. Prior to re-joining EVM in September 2008, Mr. Stein worked at the Federal Reserve Bank of New York (2007-2008) and attended business school in Chicago, Illinois. Officer of 34 registered investment companies managed by EVM or BMR.

Dan R. Strelow 1959	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 33 registered investment companies managed by EVM or BMR.

Mark S. Venezia 1949	Vice President of the Trust	Since 2007	Vice President of EVM and BMR. Officer of 40 registered investment companies managed by EVM or BMR.

Adam A. Weigold 1975	Vice President of the Trust	Since 2007	Vice President of EVM and BMR. Officer of 73 registered investment companies managed by EVM or BMR.

Barbara E. Campbell 1957	Treasurer	Of the Trust since 2005 and of the Portfolio since 2008	Vice President of EVM and BMR. Officer of 184 registered investment companies managed by EVM or BMR.

Maureen A. Gemma 1960	Secretary and Chief Legal Officer	Secretary since 2007 and Chief Legal Officer since 2008	Vice President of EVM and BMR. Officer of 184 registered investment companies managed by EVM or BMR.

Paul M. O’Neil 1953	Chief Compliance Officer	Of the Trust since 2004 and of the Portfolio since 2006	Vice President of EVM and BMR. Officer of 184 registered investment companies managed by EVM or BMR.


(1)		Includes both master and feeder funds in a master-feeder structure.

(2)		During their respective tenures, the Trustees also served as trustees of one or more of the following Eaton Vance funds (which operated in the years noted): Eaton Vance Credit Opportunities Fund (launched in 2005 and terminated in 2010); Eaton Vance Insured Florida Plus Municipal Bond Fund (launched in 2002 and terminated in 2009); and Eaton Vance National Municipal Income Fund (launched in 1998 and terminated in 2009).

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.

This Page Intentionally Left Blank

Investment Adviser of Global Dividend Income Portfolio

Boston Management and Research

Two International Place

Boston, MA 02110

Administrator of Eaton Vance Global 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

BNY Mellon Asset 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 Global Dividend Income Fund

Two International Place

Boston, MA 02110


2634-12/10	DIVISRC

Eaton Vance Annual Report October 31 , 2010 EATON VANCE EMERGING MARKETS

IMPORTANT NOTICES


	•	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.

Eaton Vance Emerging Markets Local Income Fund as of October 31 , 2010

MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE

Economic and Market Conditions


Mark S. Venezia, CFA Co-Portfolio Manager		John R. Baur Co-Portfolio Manager		Michael A. Cirami, CFA Co-Portfolio Manager

•

During the fiscal year ending October 31, 2010, the strongest returns in the global credit markets were generated by the riskier assets, including the emerging markets. Credit spreads were tighter across most of the U.S. credit markets for the 12-month period, with the strongest performance produced during the first six months. In the U.S. fixed-income markets, positive returns during the last six months were primarily the result of a rally in U.S. Treasuries, accompanied by only modest spread widening. For the fiscal year, yields fell across the U.S. Treasury curve, with the 2-year, 5-year, and 10-year bond yields declining by 55, 114, and 78 basis points, respectively.

•

Turning to the global currency markets, the euro depreciated by more than 5% versus the U.S. dollar during the period; however, most other currencies across the developed and emerging markets, including the Japanese yen, appreciated significantly. Currency appreciation was widespread for the period, including significant appreciation in emerging Asia and Latin America (against the dollar) and Eastern Europe, the Middle East and Africa (against the euro).

•

For the 12-month period, among the most notable developments were the problems in Europe, as markets increasingly focused on the fiscal problems in Portugal, Italy, Greece and Spain. The first half of the period produced consistent negative headlines out of Greece, resulting in both increased volatility and significant credit spread widening in those four countries.

•

Globally, economic data released during the first six months of the period provided evidence of economic recovery, particularly in the emerging markets. Specifically, the global economic recovery was led by Asia, with a pickup in demand from Europe and the U.S. leading to an export recovery, which had a positive effect on export-oriented countries. Countries in Latin America, with the exception of Venezuela, also grew at varying levels, with Uruguay and Peru amongst the strongest. However, the pace of acceleration in economic activity moderated in the final six months, and the focus shifted to the weakening in the U.S. economy and the anticipation of another round of quantitative easing by the U.S. Federal Reserve.

Management Discussion

•

The Fund¹ seeks to provide total return by investing in securities, derivatives, and other instruments to establish long and short investment exposures to emerging markets. In this connection, the Fund invests at least 80% of total net assets 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.


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

Class A²	18.65	%
Class C²	5.63	*
Class I²	16.13	**
JPMorgan Government Bond Index — Emerging Market Global Diversified (Unhedged)³	19.81


*		Performance is cumulative since share class inception on 8/3/10.

**		Performance is cumulative since share class inception on 11/30/09.

See page 3 for more performance information.


¹		The Fund currently invests in a separate 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		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. Class I shares are offered at net asset value.

³		It is not possible to invest directly in an Index. 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.

Eaton Vance Emerging Markets Local Income Fund as of October 31, 2010

MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE

•		For the fiscal year ending October 31, 2010, the Fund’s Class A shares underperformed its benchmark, the JPMorgan Government Bond Index — Emerging Market Global Diversified (Unhedged) (the Index). The Fund’s underperformance was primarily driven by the underweighting of duration in key countries relative to the Index. The Fund had less exposure to bonds, in favor of currency or other interest-rate positions, in many of the countries represented in the Index. As a result, the portion of the Fund’s duration contributed from bond investments in the largest emerging-market countries was significantly lower than that of the Index (i.e., “the underweighting of duration”). With the exception of Turkey, the Fund underperformed in each of the countries representing the largest weights (approximately 10%) in the Index.

•		The regions representing the greatest source of underperformance relative to the benchmark were Asia and Eastern Europe. In Asia, short duration relative to the benchmark in Indonesia, Malaysia and Thailand resulted in lower returns. In Eastern Europe, although the Fund’s positions in inflation-linked bonds in Turkey outperformed the government bond positions in the Index, underperformance in Poland and Russia, combined with negative performance from an off-benchmark (i.e., not included in the Index) position in Macedonia, resulted in less robust regional returns for that region.

•		Within Latin America, the Fund’s off-benchmark positions in Uruguay and the Dominican Republic helped to boost the return in that region, closely matching the region’s return in the Index.

•		The Fund’s duration increased to 5.42 years as of October 31, 2010, from 4.54 years as of October 31, 2009. 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.

Portfolio Composition

Securities Holdings (excludes derivative positions)¹

By total net assets


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

Currency Positions²

By total net assets


Poland	12.6	%
Malaysia	12.4
Brazil	12.4
Turkey	12.4
Mexico	11.7
Indonesia	11.5
Thailand	10.2
South Africa	8.5
Hungary	7.2
Colombia	6.1
Russia	5.8
Egypt	4.1
Czech Republic	3.6
Lebanon	2.0
Peru	1.9
Israel	1.9
Sweden	1.6
India	1.5
South Korea	1.5
Uruguay	1.3
China	1.1
Qatar	1.0
Norway	0.9
Philippines	0.9
Australia	0.8
Chile	0.8
Taiwan	0.7
Gold	0.7
Dominican Republic	0.5
Ukraine	0.5
Iceland	0.5
Costa Rica	0.0
Zambia	0.0
Japan	-0.0
Sri Lanka	-0.0
New Zealand	-0.8
Euro	-14.2


²		Currency Positions reflect the Portfolio’s investments as of 10/31/10. Currency exposures include all foreign exchange denominated assets and all currency derivatives. As of 10/31/10, Foreign Long Derivatives were 102.8%; Foreign Short Derivatives were -12.1%. All numbers are a percentage of net assets. Total exposures may exceed 100% due to implicit leverage created by derivatives. All percentages are rounded to one decimal.

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.

Eaton Vance Emerging Markets Local Income Fund as of October 31, 2010

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) (the JPMorgan GBI-EM Index), an unmanaged index of local currency bonds with maturities of more than one year issued by emerging markets governments. The lines on the graph represent the total returns of a hypothetical investment of $10,000 in each of Class A of the Fund and the JPMorgan GBI-EM 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.

Fund Performance¹

Class A

Class C

Class I

Share Class Symbol

EEIAX

EEICX

EEIIX

Average Annual Total Returns (at net asset value)

One Year

18.65

N.A.

Life of Fund^†

12.34

5.63

%††

16.13

%††

SEC Average Annual Total Returns (including sales charge or applicable CDSC)

One Year

13.03

N.A.

Life of Fund^†

10.71

4.63

%††

16.13

%††


^†		Inception Date — Class A: 6/27/07; Class C: 8/3/10; Class I: 11/30/09.

^††		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 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 Return for Class C reflects a 1% CDSC for the first year. Class I shares are offered at net asset value. Absent an allocation of certain expenses to the administrator, the returns would be lower.


Total Annual
Operating Expenses²	Class A			Class C			Class I

Gross Expense Ratio		5.50	%		6.20	%		5.20	%
Net Expense Ratio		1.25			1.95			0.95


²		Source: Prospectus dated 3/1/10, as supplemented. Net Expense Ratio reflects a contractual expense reimbursement. The expense reimbursement continues through February 28, 2012. Any amendments of this reimbursement would require written approval of the Board of Trustees. Without this expense reimbursement performance would have been lower.


*		Source: Lipper Inc. Class A of the Fund commenced investment operations on 6/27/07. Index data is available as of month end only.

		A $10,000 hypothetical investment at net asset value in Class C shares on 8/3/10 (commencement of operations) and Class I on 11/30/09 (commencement of operations) would have been valued at $10,563 ($10,463 after deduction of CDSC) and $11,613, respectively, on 10/31/10. It is not possible to invest directly in an Index. 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.

Eaton Vance Emerging Markets Local Income Fund as of October 31, 2010

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 actual expense Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 2010 – October 31, 2010) for Class A and Class I, and (August 3, 2010 – October 31, 2010) for Class C. The hypothetical expense Example is based on an investment of $1,000 invested for the one-half year period (May 1, 2010 – October 31, 2010).

Eaton Vance Emerging Markets Local Income Fund


	Beginning Account Value		Ending Account Value		Expenses Paid During Period*
	(5/1/10)		(10/31/10)		(5/1/10 – 10/31/10)


Actual*
Class A		$1,000.00		$1,077.50		$6.55	***
Class C		$1,000.00		$1,056.30		$4.94	***
Class I		$1,000.00		$1,080.60		$4.98	***
* Class C had not commenced operations as of May 1, 2010. Actual expenses are equal to the Fund’s annualized expense ratio of 1.25% for Class A shares, 1.95% for Class C shares and 0.95% for Class I shares, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period); 90/365 for Class C (to reflect the period from commencement of operations on August 3, 2010 to October 31, 2010). 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, 2010 (August 2, 2010 for Class C). The Example reflects the expenses of both the Fund and the Portfolio.





Hypothetical**
(5% return per year before expenses)
Class A		$1,000.00		$1,018.90		$6.36	***
Class C		$1,000.00		$1,015.40		$9.91	***
Class I		$1,000.00		$1,020.40		$4.84	***


	**	Hypothetical expenses are equal to the Fund’s annualized expense ratio of 1.25% for Class A shares, 1.95% for Class C shares and 0.95% 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, 2010 (August 2, 2010 for Class C). The Example reflects the expenses of both the Fund and the Portfolio.

	***	Absent an allocation of certain expenses to an affiliate, expenses would be higher.

Eaton Vance Emerging Markets Local Income Fund as of October 31, 2010

FINANCIAL STATEMENTS

Statement of Assets and Liabilities


As of October 31, 2010

Assets

Investment in Emerging Markets Local Income Portfolio, at value (identified cost, $244,571,993)	$	247,934,337
Receivable for Fund shares sold		9,419,249
Receivable from affiliate		27,933
Other assets		101


Total assets	$	257,381,620





Liabilities

Payable for Fund shares redeemed	$	657,611
Distributions payable		260,493
Payable to affiliates:
Distribution and service fees		55,650
Trustees’ fees		42
Accrued expenses		52,522


Total liabilities	$	1,026,318


Net Assets	$	256,355,302





Sources of Net Assets

Paid-in capital	$	253,252,732
Accumulated net realized loss from Portfolio		(145,232	)
Accumulated distributions in excess of net investment income		(114,542	)
Net unrealized appreciation from Portfolio		3,362,344


Total	$	256,355,302





Class A Shares

Net Assets	$	175,500,592
Shares Outstanding		16,198,874
Net Asset Value and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	10.83
Maximum Offering Price Per Share
(100 ¸ 95.25 of net asset value per share)	$	11.37





Class C Shares

Net Assets	$	34,064,208
Shares Outstanding		3,141,465
Net Asset Value and Offering Price Per Share*
(net assets ¸ shares of beneficial interest outstanding)	$	10.84





Class I Shares

Net Assets	$	46,790,502
Shares Outstanding		4,306,284
Net Asset Value, Offering Price and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	10.87

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, 2010

Investment Income

Interest allocated from Portfolio (net of foreign taxes, $129,269)	$	2,332,181
Dividends allocated from Portfolio (net of foreign taxes, $82)		737
Expenses allocated from Portfolio		(380,849	)


Total investment income from Portfolio	$	1,952,069





Expenses

Distribution and service fees
Class A	$	96,358
Class C		25,219
Trustees’ fees and expenses		750
Custodian fee		9,573
Transfer and dividend disbursing agent fees		26,435
Legal and accounting services		31,331
Printing and postage		27,657
Registration fees		70,430
Miscellaneous		13,049


Total expenses	$	300,802


Deduct —
Allocation of expenses to affiliate	$	154,778


Total expense reductions	$	154,778



Net expenses	$	146,024



Net investment income	$	1,806,045





Realized and Unrealized Gain (Loss) from Portfolio

Net realized gain (loss) —
Investment transactions	$	(268,345	)
Financial futures contracts		17,199
Swap contracts		(206,355	)
Written options		12,836
Foreign currency and forward foreign currency exchange contract transactions		1,013,046


Net realized gain	$	568,381


Change in unrealized appreciation (depreciation) —
Investments	$	4,249,955
Financial futures contracts		17,131
Swap contracts		7,222
Written options		(944	)
Foreign currency and forward foreign currency exchange contracts		(672,324	)


Net change in unrealized appreciation (depreciation)	$	3,601,040



Net realized and unrealized gain	$	4,169,421



Net increase in net assets from operations	$	5,975,466

See notes to financial statements

Eaton Vance Emerging Markets Local Income Fund as of October 31, 2010

FINANCIAL STATEMENTS CONT’D

Statements of Changes in Net Assets


Increase (Decrease)	Year Ended			Year Ended
in Net Assets	October 31, 2010			October 31, 2009

From operations —
Net investment income	$	1,806,045		$	118,708
Net realized gain (loss) from investment transactions, financial futures contracts, swap contracts, written options, and foreign currency and forward foreign currency exchange contract transactions		568,381			(14,306	)
Net change in unrealized appreciation (depreciation) from investments, financial futures contracts, swap contracts, written options, foreign currency and forward foreign currency exchange contracts		3,601,040			433,776


Net increase in net assets from operations	$	5,975,466		$	538,178


Distributions to shareholders —
From net investment income
Class A	$	(1,701,501	)	$	(189,242	)
Class C		(73,913	)		—
Class I		(427,811	)		—
From net realized gain
Class A		(330,215	)		—
Class C		(55,007	)		—
Class I		(93,260	)		—
Tax return of capital
Class A		(252,332	)		—
Class C		(10,961	)		—
Class I		(63,444	)		—


Total distributions to shareholders	$	(3,008,444	)	$	(189,242	)


Transactions in shares of beneficial interest —
Proceeds from sale of shares
Class A	$	193,999,320		$	3,737,172
Class C		34,001,161			—
Class I		46,894,593			—
Net asset value of shares issued to shareholders in payment of distributions declared
Class A		1,414,337			83,956
Class C		113,302			—
Class I		264,128			—
Cost of shares redeemed
Class A		(27,446,981	)		(408,172	)
Class C		(145,551	)		—
Class I		(996,728	)		—


Net increase in net assets from Fund share transactions	$	248,097,581		$	3,412,956



Net increase in net assets	$	251,064,603		$	3,761,892





	Year Ended			Year Ended
Net Assets	October 31, 2010			October 31, 2009

At beginning of year	$	5,290,699		$	1,528,807


At end of year	$	256,355,302		$	5,290,699





Accumulated undistributed (distributions in excess of) net investment income included in net assets

At end of year	$	(114,542	)	$	41,838

See notes to financial statements

Eaton Vance Emerging Markets Local Income Fund as of October 31, 2010

FINANCIAL STATEMENTS CONT’D

Financial Highlights


	Class A

	Year Ended October 31,
										Period Ended
	2010			2009			2008			October 31, 2007⁽¹⁾

Net asset value — Beginning of period	$	9.850		$	8.280		$	10.770		$	10.000





Income (Loss) From Operations

Net investment income⁽²⁾	$	0.450		$	0.487		$	0.475		$	0.165
Net realized and unrealized gain (loss)		1.312			1.864			(1.727	)		0.732


Total income (loss) from operations	$	1.762		$	2.351		$	(1.252	)	$	0.897





Less Distributions

From net investment income	$	(0.658	)	$	(0.781	)	$	(0.640	)	$	(0.259	)
From net realized gain		(0.026	)		—			(0.381	)		—
Tax return of capital		(0.098	)		—			(0.217	)		—


Total distributions	$	(0.782	)	$	(0.781	)	$	(1.238	)	$	(0.259	)



Capital contribution from administrator⁽²⁾	$	—		$	—		$	—		$	0.132



Net asset value — End of period	$	10.830		$	9.850		$	8.280		$	10.770



Total Return⁽³⁾		18.65	%⁽⁴⁾		30.05	%		(13.38	)%		10.44	%⁽⁴⁾⁽⁵⁾





Ratios/Supplemental Data

Net assets, end of period (000’s omitted)	$	175,501		$	5,291		$	1,529		$	11
Ratios (as a percentage of average daily net assets):
Expenses^(6)(7)(8)		1.25	%		1.25	%		1.25	%		1.25	%⁽⁹⁾
Net investment income		4.28	%		5.37	%		4.73	%		4.67	%⁽⁹⁾
Portfolio Turnover of the Portfolio		17	%		26	%		38	%		2	%⁽⁴⁾


(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)		Not annualized.

(5)		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%.

(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 0.36%, 4.25%, 4.63% and 287.76% of average daily net assets for the years ended October 31, 2010, 2009 and 2008 and for the period from the start of business, June 27, 2007, to October 31, 2007, respectively).

(9)		Annualized.

See notes to financial statements

Eaton Vance Emerging Markets Local Income Fund as of October 31, 2010

FINANCIAL STATEMENTS CONT’D

Financial Highlights


	Class C
	Period Ended
	October 31, 2010⁽¹⁾

Net asset value — Beginning of period	$	10.430





Income (Loss) From Operations

Net investment income⁽²⁾	$	0.073
Net realized and unrealized gain		0.510


Total income from operations	$	0.583





Less Distributions

From net investment income	$	(0.128	)
From net realized gain		(0.026	)
Tax return of capital		(0.019	)


Total distributions	$	(0.173	)



Net asset value — End of period	$	10.840



Total Return⁽³⁾		5.63	%⁽⁴⁾





Ratios/Supplemental Data

Net assets, end of period (000’s omitted)	$	34,064
Ratios (as a percentage of average daily net assets):
Expenses^(5)(6)(7)		1.95	%⁽⁸⁾
Net investment income		2.74	%⁽⁸⁾
Portfolio Turnover of the Portfolio		17	%⁽⁴⁾⁽⁹⁾


(1)		For the period from commencement of operations on August 3, 2010 to October 31, 2010.

(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 0.36% of average daily net assets for the period from commencement of operations on August 3, 2010 to October 31, 2010).

(8)		Annualized.

(9)		For the Portfolio’s year ended October 31, 2010.

See notes to financial statements

Eaton Vance Emerging Markets Local Income Fund as of October 31, 2010

FINANCIAL STATEMENTS CONT’D

Financial Highlights


	Class I
	Period Ended
	October 31, 2010⁽¹⁾

Net asset value — Beginning of period	$	10.060





Income (Loss) From Operations

Net investment income⁽²⁾	$	0.438
Net realized and unrealized gain		1.115


Total income from operations	$	1.553





Less Distributions

From net investment income	$	(0.624	)
From net realized gain		(0.026	)
Tax return of capital		(0.093	)


Total distributions	$	(0.743	)



Net asset value — End of period	$	10.870



Total Return⁽³⁾		16.13	%⁽⁴⁾





Ratios/Supplemental Data

Net assets, end of period (000’s omitted)	$	46,791
Ratios (as a percentage of average daily net assets):
Expenses^(5)(6)(7)		0.95	%⁽⁸⁾
Net investment income		4.51	%⁽⁸⁾
Portfolio Turnover of the Portfolio		17	%⁽⁴⁾⁽⁹⁾


(1)		For the period from commencement of operations on November 30, 2009 to October 31, 2010.

(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)		The administrator subsidized certain operating expenses (equal to 0.36% of average daily net assets for the period from commencement of operations on November 30, 2009 to October 31, 2010).

(8)		Annualized.

(9)		For the Portfolio’s year ended October 31, 2010.

See notes to financial statements

Eaton Vance Emerging Markets Local Income Fund as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS

1 Significant 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. 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 Emerging Markets Local Income Portfolio (the Portfolio), a Massachusetts business 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 (61.9% at October 31, 2010). The performance of the Fund is directly affected by the performance of the Portfolio. The consolidated financial statements of the Portfolio, including the consolidated 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 Investment Valuation — Valuation of securities by the Portfolio is discussed in Note 1A of the Portfolio’s Notes to Consolidated Financial Statements, which are included elsewhere in this report.

During the year ended October 31, 2010, a capital loss carryforward of $500,426 was utilized to offset net realized gains by the Fund.

Eaton Vance Emerging Markets Local Income Fund as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS CONT’D

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.

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

2 Distributions 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, 2010 and October 31, 2009 was as follows:


	Year Ended October 31,
	2010		2009


Distributions declared from:
Ordinary income	$	2,203,225	$	189,242
Long-term capital gains	$	478,482	$	—
Tax return of capital	$	326,737	$	—

During the year ended October 31, 2010, accumulated net realized loss was decreased by $280,036, accumulated distributions in excess of net investment income was decreased by $240,800 and paid-in capital was decreased by $520,836 due to differences between book and tax accounting, primarily for foreign currency gain (loss), swap contracts, premium amortization, paydown gain (loss) and the tax treatment of distributions in excess of net investment income. These reclassifications had no effect on the net assets or net asset value per share of the Fund.

As of October 31, 2010, the components of distributable earnings (accumulated losses) and unrealized appreciation (depreciation) on a tax basis were as follows:


Net unrealized appreciation	$	3,363,063
Other temporary differences	$	(260,493	)

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, tax accounting for straddle transactions, options contracts, futures contracts, wash sales, partnership allocations and premium amortization.

3 Investment 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 Investable Assets of $1 billion and over, the annual fee is reduced. For the year ended October 31, 2010, the Fund incurred no investment 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 investment 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 Consolidated 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%, 1.95% and 0.95% 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, 2012. Pursuant to this agreement, EVM was allocated $154,778 of the Fund’s operating expenses for the year ended October 31, 2010.

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, 2010, EVM earned $744 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 $151,420 as its portion of the sales charge on sales of Class A shares for the year ended October 31, 2010. EVD also received

Eaton Vance Emerging Markets Local Income Fund as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS CONT’D

distribution and service fees from Class A and Class C shares (see Note 4) and contingent deferred sales charges (see Note 5).

4 Distribution Plans

The Class C Plan also authorizes the Fund to make payments of service fees to EVD, financial intermediaries and other persons in amounts 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. Service fees paid or accrued for the year ended October 31, 2010 amounted to $6,305 for Class C shares.

5 Contingent 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. For the year ended October 31, 2010, the Fund was informed that EVD received $394 of CDSCs paid by Class A shareholders and no CDSCs paid by Class C shareholders.

6 Investment Transactions

For the year ended October 31, 2010, increases and decreases in the Fund’s investment in the Portfolio aggregated $251,585,714 and $15,089,141, respectively.

7 Shares of Beneficial Interest


	Year Ended October 31,
Class A	2010			2009

Sales		18,183,048			389,522
Issued to shareholders electing to receive payments of distributions in Fund shares		133,736			9,086
Redemptions		(2,654,878	)		(46,327	)


Net increase		15,661,906			352,281




	Period Ended
Class C	October 31, 2010⁽¹⁾

Sales		3,144,431
Issued to shareholders electing to receive payments of distributions in Fund shares		10,463
Redemptions		(13,429	)


Net increase		3,141,465




	Period Ended
Class I	October 31, 2010⁽²⁾

Sales		4,376,312
Issued to shareholders electing to receive payments of distributions in Fund shares		24,649
Redemptions		(94,677	)


Net increase		4,306,284


(1)		For the period from commencement of operations on August 3, 2010 to October 31, 2010.

(2)		For the period from commencement of operations on November 30, 2009 to October 31, 2010.

Eaton Vance Emerging Markets Local Income Fund as of October 31, 2010

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, 2010, 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, 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, 2010, 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, 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 27, 2010

Eaton Vance Emerging Markets Local Income Fund as of October 31, 2010

FEDERAL TAX INFORMATION (Unaudited)

The Form 1099-DIV you receive in January 2011 will show the tax status of all distributions paid to your account in calendar year 2010. 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 and/or regulations, shareholders must be notified within 60 days of the Fund’s fiscal year end regarding the status of the foreign tax credit and capital gains dividends.

Foreign Tax Credit. The Fund paid foreign taxes of $129,351 and recognized foreign source income of $2,168,080.

Capital Gains Dividends. The Fund designates $478,482 as a capital gain dividend.

Emerging Markets Local Income Portfolio as of October 31, 2010

CONSOLIDATED PORTFOLIO OF INVESTMENTS


Foreign Government Bonds — 61.2%

		Principal
Security		Amount		Value



Bermuda — 0.2%

Government of Bermuda, 5.603%, 7/20/20⁽¹⁾	USD		900,000	$	982,766



Total Bermuda (identified cost $924,649)				$	982,766




Brazil — 5.3%

Nota Do Tesouro Nacional, 6.00%, 5/15/15⁽²⁾	BRL		447,022	$	263,303
Nota Do Tesouro Nacional, 10.00%, 1/1/11	BRL		1,425,000		836,734
Nota Do Tesouro Nacional, 10.00%, 1/1/12	BRL		6,142,000		3,558,706
Nota Do Tesouro Nacional, 10.00%, 1/1/13	BRL		3,250,000		1,848,940
Nota Do Tesouro Nacional, 10.00%, 1/1/14	BRL		6,789,000		3,812,145
Nota Do Tesouro Nacional, 10.00%, 1/1/17	BRL		10,405,000		5,663,535
Nota Do Tesouro Nacional, 10.00%, 1/1/21	BRL		9,400,000		4,941,754
Republic of Brazil, 10.25%, 1/10/28	BRL		620,000		396,548



Total Brazil (identified cost $19,916,482)				$	21,321,665




Chile — 0.8%

Government of Chile, 2.10%, 9/1/15⁽²⁾	CLP		85,554,440	$	170,268
Government of Chile, 6.00%, 3/1/17	CLP		70,000,000		142,110
Government of Chile, 6.00%, 3/1/18	CLP		890,000,000		1,802,704
Government of Chile, 6.00%, 1/1/20	CLP		465,000,000		939,544



Total Chile (identified cost $3,024,150)				$	3,054,626




Colombia — 4.3%

Republic of Colombia, 7.75%, 4/14/21	COP		6,201,000,000	$	4,111,682
Republic of Colombia, 9.85%, 6/28/27	COP		8,093,000,000		6,598,173
Republic of Colombia, 12.00%, 10/22/15	COP		8,960,000,000		6,580,604



Total Colombia (identified cost $14,945,525)				$	17,290,459




Congo — 0.1%

Republic of Congo, 3.00%, 6/30/29	USD		756,200	$	468,844



Total Congo (identified cost $407,202)				$	468,844



Costa Rica — 0.0%⁽³⁾

Titulo Propiedad Ud, 1.00%, 1/12/22⁽²⁾	CRC		51,203,401	$	74,849
Titulo Propiedad Ud, 1.63%, 7/13/16⁽²⁾	CRC		5,752,393		9,642



Total Costa Rica (identified cost $120,453)				$	84,491




Dominican Republic — 0.5%

Dominican Republic “Bonos Internos” Total Return Linked Bond (Citibank, N.A.) 16.00%, 7/10/20⁽⁴⁾	DOP		67,800,000	$	1,971,876



Total Dominican Republic (identified cost $1,878,065)				$	1,971,876




Egypt — 0.1%

Arab Republic of Egypt, 8.75%, 7/18/12⁽¹⁾	EGP		1,690,000	$	291,670



Total Egypt (identified cost $296,222)				$	291,670




Georgia — 0.1%

Republic of Georgia, 7.50%, 4/15/13	USD		280,000	$	295,400



Total Georgia (identified cost $214,155)				$	295,400




Greece — 0.1%

Hellenic Republic Government Bond, 6.10%, 8/20/15	EUR		225,000	$	257,955



Total Greece (identified cost $277,127)				$	257,955




Hungary — 5.9%

Hungary Government Bond, 5.50%, 2/12/14	HUF		742,100,000	$	3,682,228
Hungary Government Bond, 5.50%, 2/12/16	HUF		530,000,000		2,558,021
Hungary Government Bond, 6.00%, 10/24/12	HUF		538,920,000		2,760,037
Hungary Government Bond, 6.00%, 11/24/23	HUF		195,000,000		915,868
Hungary Government Bond, 6.50%, 6/24/19	HUF		579,100,000		2,870,768
Hungary Government Bond, 6.75%, 2/12/13	HUF		285,200,000		1,475,571
Hungary Government Bond, 6.75%, 2/24/17	HUF		602,100,000		3,061,234
Hungary Government Bond, 6.75%, 11/24/17	HUF		148,000,000		751,468

See notes to consolidated financial statements

Emerging Markets Local Income Portfolio as of October 31, 2010

CONSOLIDATED PORTFOLIO OF INVESTMENTS CONT’D


		Principal
Security		Amount		Value


Hungary (continued)


Hungary Government Bond, 7.25%, 6/12/12	HUF		322,000,000	$	1,681,485
Hungary Government Bond, 7.50%, 10/24/13	HUF		452,000,000		2,377,236
Hungary Government Bond, 7.50%, 11/12/20	HUF		256,300,000		1,359,180
Hungary Government Bond, 8.00%, 2/12/15	HUF		60,000,000		321,598



Total Hungary (identified cost $22,410,407)				$	23,814,694




Indonesia — 10.0%

Indonesia Government, 7.375%, 9/15/16	IDR		13,315,000,000	$	1,534,298
Indonesia Government, 8.375%, 9/15/26	IDR		14,100,000,000		1,621,007
Indonesia Government, 9.00%, 9/15/13	IDR		9,800,000,000		1,176,680
Indonesia Government, 9.00%, 9/15/18	IDR		42,550,000,000		5,253,491
Indonesia Government, 9.50%, 6/15/15	IDR		33,485,000,000		4,192,847
Indonesia Government, 9.50%, 7/15/23	IDR		35,245,000,000		4,467,587
Indonesia Government, 9.50%, 7/15/31	IDR		11,341,000,000		1,420,870
Indonesia Government, 9.75%, 5/15/37	IDR		12,436,000,000		1,563,520
Indonesia Government, 10.00%, 7/15/17	IDR		10,200,000,000		1,331,512
Indonesia Government, 10.00%, 9/15/24	IDR		22,100,000,000		2,904,280
Indonesia Government, 10.00%, 2/15/28	IDR		8,560,000,000		1,113,561
Indonesia Government, 10.25%, 7/15/27	IDR		22,325,000,000		2,966,671
Indonesia Government, 10.50%, 8/15/30	IDR		24,610,000,000		3,356,598
Indonesia Government, 10.50%, 7/15/38	IDR		10,900,000,000		1,462,106
Indonesia Government, 11.00%, 11/15/20	IDR		14,560,000,000		2,022,063
Indonesia Government, 11.50%, 9/15/19	IDR		25,200,000,000		3,573,937



Total Indonesia (identified cost $36,463,973)				$	39,961,028




Israel — 0.2%

Israeli Government Bond, 3.00%, 10/31/19⁽²⁾	ILS		560,882	$	175,947
Israeli Government Bond, 5.00%, 4/30/15⁽²⁾	ILS		1,423,154		470,946



Total Israel (identified cost $593,268)				$	646,893




Macedonia — 0.1%

Republic of Macedonia, 4.625%, 12/8/15	EUR		280,000	$	366,906



Total Macedonia (identified cost $255,208)				$	366,906



Malaysia — 7.1%

Malaysian Government, 2.509%, 8/27/12	MYR		3,800,000	$	1,208,733
Malaysian Government, 3.21%, 5/31/13	MYR		5,925,000		1,902,627
Malaysian Government, 3.502%, 5/31/27	MYR		4,125,000		1,236,279
Malaysian Government, 3.70%, 5/15/13	MYR		6,355,000		2,065,368
Malaysian Government, 3.741%, 2/27/15	MYR		24,076,000		7,835,753
Malaysian Government, 3.756%, 4/28/11	MYR		10,900,000		3,519,700
Malaysian Government, 4.012%, 9/15/17	MYR		9,770,000		3,200,308
Malaysian Government, 4.24%, 2/7/18	MYR		15,775,000		5,233,695
Malaysian Government, 4.378%, 11/29/19	MYR		3,750,000		1,255,858
Malaysian Government, 4.498%, 4/15/30	MYR		3,480,000		1,176,870



Total Malaysia (identified cost $27,269,862)				$	28,635,191




Mexico — 4.2%

Government of Mexico, 7.25%, 12/15/16	MXN		20,800,000	$	1,829,854
Government of Mexico, 7.50%, 6/3/27	MXN		30,480,000		2,694,029
Government of Mexico, 7.75%, 12/14/17	MXN		9,500,000		860,524
Government of Mexico, 8.00%, 6/11/20	MXN		21,018,000		1,954,735
Government of Mexico, 8.50%, 12/13/18	MXN		6,832,600		647,327
Government of Mexico, 8.50%, 11/18/38	MXN		16,600,000		1,576,515
Government of Mexico, 10.00%, 12/5/24	MXN		44,710,000		4,875,447
Government of Mexico, 10.00%, 11/20/36	MXN		23,470,000		2,588,391



Total Mexico (identified cost $15,718,409)				$	17,026,822




Pakistan — 0.3%

Republic of Pakistan, 7.125%, 3/31/16⁽⁵⁾	USD		1,500,000	$	1,406,033



Total Pakistan (identified cost $1,418,642)				$	1,406,033




Peru — 1.9%

Republic of Peru, 6.90%, 8/12/37	PEN		2,700,000	$	1,049,695
Republic of Peru, 6.90%, 8/12/37⁽¹⁾	PEN		2,367,000		913,703
Republic of Peru, 6.95%, 8/12/31	PEN		2,000,000		769,006
Republic of Peru, 7.84%, 8/12/20	PEN		1,130,000		474,342
Republic of Peru, 8.20%, 8/12/26	PEN		2,750,000		1,183,556
Republic of Peru, 8.60%, 8/12/17	PEN		5,305,000		2,309,481
Republic of Peru, 9.91%, 5/5/15	PEN		1,760,000		769,432



Total Peru (identified cost $7,081,518)				$	7,469,215

See notes to consolidated financial statements

Emerging Markets Local Income Portfolio as of October 31, 2010

CONSOLIDATED PORTFOLIO OF INVESTMENTS CONT’D


		Principal
Security		Amount		Value



Philippines — 0.9%

Philippine Government International Bond, 4.95%, 1/15/21	PHP		139,000,000	$	3,441,646



Total Philippines
(identified cost $3,139,015)				$	3,441,646




Poland — 1.4%

Poland Government Bond, 3.00%, 8/24/16⁽²⁾	PLN		1,779,773	$	637,384
Poland Government Bond, 4.75%, 4/25/12	PLN		2,010,000		706,710
Poland Government Bond, 5.25%, 10/25/17	PLN		3,575,000		1,241,113
Poland Government Bond, 5.75%, 9/23/22	PLN		5,420,000		1,911,031
Poland Government Bond, 6.25%, 10/24/15	PLN		2,900,000		1,061,102



Total Poland
(identified cost $5,860,216)				$	5,557,340




South Africa — 4.6%

Republic of South Africa, 6.25%, 3/31/36	ZAR		22,825,000	$	2,623,998
Republic of South Africa, 6.75%, 3/31/21	ZAR		45,745,000		6,005,819
Republic of South Africa, 7.25%, 1/15/20	ZAR		30,500,000		4,191,715
Republic of South Africa, 7.50%, 1/15/14	ZAR		5,070,000		741,726
Republic of South Africa, 8.25%, 9/15/17	ZAR		19,430,000		2,873,124
Republic of South Africa, 10.50%, 12/21/26	ZAR		10,600,000		1,845,835



Total South Africa
(identified cost $17,017,402)				$	18,282,217




Sri Lanka — 0.2%

Republic of Sri Lanka, 6.25%, 10/4/20⁽¹⁾	USD		950,000	$	991,563



Total Sri Lanka
(identified cost $950,000)				$	991,563




Taiwan — 0.7%

Taiwan Government Bond, 0.25%, 10/21/11	TWD		12,500,000	$	407,724
Taiwan Government Bond, 0.25%, 2/10/12	TWD		74,400,000		2,426,169



Total Taiwan
(identified cost $2,789,238)				$	2,833,893




Thailand — 2.8%

Bank of Thailand, 3.625%, 5/2/11	THB		22,000,000	$	740,432
Kingdom of Thailand, 3.875%, 6/13/19	THB		93,235,000		3,305,576
Kingdom of Thailand, 4.75%, 12/20/24	THB		30,000,000		1,144,861
Kingdom of Thailand, 5.125%, 3/13/18	THB		86,300,000		3,262,051
Kingdom of Thailand, 5.67%, 3/13/28	THB		62,500,000		2,662,387



Total Thailand
(identified cost $9,725,353)				$	11,115,307




Turkey — 9.2%

Turkey Government Bond, 0.00%, 4/25/12	TRY		19,569,000	$	12,250,288
Turkey Government Bond, 0.00%, 8/8/12	TRY		2,450,000		1,500,015
Turkey Government Bond, 8.00%, 10/9/13	TRY		3,075,000		2,165,084
Turkey Government Bond, 10.00%, 1/9/13	TRY		8,595,000		6,293,372
Turkey Government Bond, 10.00%, 4/10/13	TRY		2,425,000		1,782,802
Turkey Government Bond, 10.00%, 6/17/15	TRY		7,800,000		5,842,922
Turkey Government Bond, 10.50%, 1/15/20	TRY		1,940,000		1,539,273
Turkey Government Bond, 11.00%, 8/6/14	TRY		2,506,000		1,939,318
Turkey Government Bond, 14.00%, 9/26/12	TRY		1,790,000		1,386,475
Turkey Government Bond, 16.00%, 3/7/12	TRY		1,270,000		981,044
Turkey Government Bond, 16.00%, 8/28/13	TRY		1,330,000		1,124,392



Total Turkey (identified cost $35,809,868)				$	36,804,985




Uruguay — 0.2%

Republic of Uruguay, 5.00%, 9/14/18⁽²⁾	UYU		14,028,028	$	815,495



Total Uruguay (identified cost $602,616)				$	815,495



Total Foreign Government Bonds (identified cost $229,109,025)				$	245,188,980




Collateralized Mortgage Obligations — 1.4%

		Principal
Security		Amount		Value


Federal National Mortgage Association: Series 2001-56, Class KZ, 6.50%, 10/25/31		$	5,031,532	$	5,684,080



Total Collateralized Mortgage Obligations
(identified cost $5,691,920)				$	5,684,080




Mortgage Pass-Throughs — 8.1%

		Principal
Security		Amount		Value


Federal Home Loan Mortgage Corp.:
6.50%, with maturity at 2024		$	4,966,528	$	5,666,759

See notes to consolidated financial statements

Emerging Markets Local Income Portfolio as of October 31, 2010

CONSOLIDATED PORTFOLIO OF INVESTMENTS CONT’D


	Principal
Security	Amount		Value


Federal Home Loan Mortgage Corp. (continued)
7.00%, with maturity at 2032	$	3,562,427	$	4,175,999
7.50%, with maturity at 2034		771,507		909,369


			$	10,752,127



Federal National Mortgage Association:
3.003%, with maturity at 2035⁽⁶⁾	$	1,728,958	$	1,796,367
4.49%, with maturity at 2035⁽⁶⁾		1,504,955		1,609,914
5.00%, with maturity at 2017		8,014,318		8,593,096
6.00%, with maturity at 2032		1,133,710		1,250,204
6.50%, with various maturities to 2033		3,869,383		4,334,820
7.00%, with various maturities to 2033		2,191,665		2,542,031
8.50%, with maturity at 2032		1,236,712		1,485,171


			$	21,611,603



Total Mortgage Pass-Throughs
(identified cost $31,253,036)			$	32,363,730




U.S. Government Agency Obligations — 2.0%

	Principal
Security	Amount		Value


Federal Home Loan Bank:
4.50%, 9/13/19	$	4,000,000	$	4,568,652
5.25%, 12/9/22		2,700,000		3,230,253



Total U.S. Government Agency Obligations
(identified cost $7,849,720)			$	7,798,905




U.S. Treasury Obligations — 2.6%

	Principal
Security	Amount		Value


U.S. Treasury Bond, 7.625%, 2/15/25	$	1,200,000	$	1,809,187
U.S. Treasury Note, 3.375%, 6/30/13⁽⁹⁾		8,120,000		8,760,083



Total U.S. Treasury Obligations
(identified cost $10,196,277)			$	10,569,270




Precious Metals — 0.7%

	Troy
Description	Ounces		Value


Gold		2,018	$	2,740,335



Total Precious Metals
(identified cost $2,711,186)			$	2,740,335

Currency Options Purchased — 0.1%

Principal Amount of

Contracts

Strike

Expiration

Description

(000’s omitted)

Price

Date

Value

Euro Put Option

EUR

5,600

EUR

1.22

5/11/11

62,174

Euro Put Option

EUR

6,566

EUR

1.17

5/3/12

182,981

Total Currency Options Purchased
(identified cost $591,330)

245,155

Put Options Purchased — 0.1%

Number of

Contracts

Strike

Expiration

Description

(000’s omitted)

Price

Date

Value

KOSPI 200 Index

28,650

KRW

205.00

10/13/11

167,415

KOSPI 200 Index

28,650

KRW

200.00

10/11/12

316,345

Total Put Options Purchased
(identified cost $505,987)

483,760


Short-Term Investments — 23.8%
Foreign Government Securities — 16.4%

		Principal
		Amount
Security		(000’s omitted)		Value



Brazil — 3.1%

Letras Do Tesouro Nacional, 0.00%, 1/1/11	BRL		21,170	$	12,229,731



Total Brazil (identified cost $12,218,535)				$	12,229,731




Croatia — 2.6%

Croatia Treasury Bill, 0.00%, 3/31/11	EUR		440	$	608,375
Croatia Treasury Bill, 0.00%, 4/7/11	EUR		525		725,522
Croatia Treasury Bill, 0.00%, 5/5/11	EUR		341		470,166
Croatia Treasury Bill, 0.00%, 6/2/11	EUR		700		962,647
Croatia Treasury Bill, 0.00%, 6/16/11	EUR		819		1,124,701
Croatia Treasury Bill, 0.00%, 8/25/11	EUR		307		418,151
Croatia Treasury Bill, 0.00%, 9/8/11	EUR		592		804,830
Croatia Treasury Bill, 0.00%, 9/15/11	EUR		3,467		4,708,935
Croatia Treasury Bill, 0.00%, 9/22/11	EUR		540		732,715



Total Croatia (identified cost $9,733,322)				$	10,556,042

See notes to consolidated financial statements

Emerging Markets Local Income Portfolio as of October 31, 2010

CONSOLIDATED PORTFOLIO OF INVESTMENTS CONT’D


		Principal
		Amount
Security		(000’s omitted)		Value



Egypt — 4.0%

Egypt Treasury Bill, 0.00%, 11/2/10	EGP		4,150	$	718,380
Egypt Treasury Bill, 0.00%, 11/9/10	EGP		3,775		652,335
Egypt Treasury Bill, 0.00%, 11/23/10	EGP		6,950		1,197,004
Egypt Treasury Bill, 0.00%, 12/7/10	EGP		400		68,652
Egypt Treasury Bill, 0.00%, 12/14/10	EGP		350		59,952
Egypt Treasury Bill, 0.00%, 12/21/10	EGP		9,200		1,573,065
Egypt Treasury Bill, 0.00%, 12/28/10	EGP		10,350		1,766,512
Egypt Treasury Bill, 0.00%, 1/25/11	EGP		6,750		1,143,666
Egypt Treasury Bill, 0.00%, 2/8/11	EGP		350		59,081
Egypt Treasury Bill, 0.00%, 2/15/11	EGP		6,200		1,044,654
Egypt Treasury Bill, 0.00%, 3/1/11	EGP		3,250		545,568
Egypt Treasury Bill, 0.00%, 3/22/11	EGP		550		91,803
Egypt Treasury Bill, 0.00%, 3/29/11	EGP		6,450		1,074,538
Egypt Treasury Bill, 0.00%, 4/5/11	EGP		12,050		2,003,485
Egypt Treasury Bill, 0.00%, 4/12/11	EGP		4,525		750,869
Egypt Treasury Bill, 0.00%, 4/19/11	EGP		11,850		1,961,378
Egypt Treasury Bill, 0.00%, 5/3/11	EGP		1,525		251,579
Egypt Treasury Bill, 0.00%, 6/7/11	EGP		400		65,348
Egypt Treasury Bill, 0.00%, 6/21/11	EGP		300		48,819
Egypt Treasury Bill, 0.00%, 7/12/11	EGP		1,975		319,371
Egypt Treasury Bill, 0.00%, 8/9/11	EGP		4,700		754,029



Total Egypt (identified cost $16,382,933)				$	16,150,088




Iceland — 0.0%⁽³⁾

Iceland Treasury Bill, 0.00%, 11/15/10	ISK		12,500	$	95,018
Iceland Treasury Bill, 0.00%, 2/15/11	ISK		3,129		23,555
Iceland Treasury Note, 13.75%, 12/10/10	ISK		7,200		55,459



Total Iceland (identified cost $158,354)				$	174,032




Israel — 1.8%

Israeli Treasury Bill, 0.00%, 12/1/10	ILS		3,337	$	916,241
Israeli Treasury Bill, 0.00%, 3/2/11	ILS		5,394		1,473,317
Israeli Treasury Bill, 0.00%, 4/6/11	ILS		9,766		2,661,843
Israeli Treasury Bill, 0.00%, 5/4/11	ILS		4,556		1,239,412
Israeli Treasury Bill, 0.00%, 6/1/11	ILS		1,200		325,787
Israeli Treasury Bill, 0.00%, 7/6/11	ILS		1,746		473,060



Total Israel (identified cost $6,885,775)				$	7,089,660




Lebanon — 2.0%

Lebanon Treasury Bill, 0.00%, 11/4/10	LBP		211,560	$	140,859
Lebanon Treasury Bill, 0.00%, 11/18/10	LBP		102,400		68,078
Lebanon Treasury Bill, 0.00%, 12/9/10	LBP		184,060		122,089
Lebanon Treasury Bill, 0.00%, 12/16/10	LBP		100,000		66,280
Lebanon Treasury Bill, 0.00%, 12/23/10	LBP		457,440		302,956
Lebanon Treasury Bill, 0.00%, 12/30/10	LBP		182,940		121,063
Lebanon Treasury Bill, 0.00%, 1/6/11	LBP		175,980		116,365
Lebanon Treasury Bill, 0.00%, 1/20/11	LBP		120,400		79,485
Lebanon Treasury Bill, 0.00%, 2/3/11	LBP		239,940		158,141
Lebanon Treasury Bill, 0.00%, 2/17/11	LBP		633,470		416,816
Lebanon Treasury Bill, 0.00%, 3/31/11	LBP		1,370,150		896,887
Lebanon Treasury Bill, 0.00%, 4/14/11	LBP		2,215,440		1,447,622
Lebanon Treasury Bill, 0.00%, 6/30/11	LBP		386,000		249,632
Lebanon Treasury Bill, 0.00%, 8/11/11	LBP		72,000		46,286
Lebanon Treasury Bill, 0.00%, 9/22/11	LBP		192,250		122,825
Lebanon Treasury Bill, 0.00%, 10/6/11	LBP		3,479,130		2,218,021
Lebanon Treasury Note, 4.58%, 7/28/11	LBP		1,727,060		1,149,910
Lebanon Treasury Note, 9.32%, 12/2/10	LBP		113,860		76,177



Total Lebanon (identified cost $7,761,745)				$	7,799,492




Malaysia — 0.7%

Malaysia Treasury Bill, 0.00%, 12/30/10	MYR		5,480	$	1,752,772
Malaysia Treasury Bill, 0.00%, 1/4/11	MYR		3,498		1,118,393



Total Malaysia (identified cost $2,880,549)				$	2,871,165




Romania — 0.1%

Romania Government Bond, 4.25%, 11/29/10	EUR		300	$	418,296



Total Romania (identified cost $389,921)				$	418,296




South Korea — 0.5%

Korea Monetary Stabilization Bond, 0.00%, 11/9/10	KRW		399,640	$	354,985
Korea Monetary Stabilization Bond, 0.00%, 11/26/10	KRW		177,120		157,168
Korea Monetary Stabilization Bond, 0.00%, 12/24/10	KRW		236,640		209,616
Korea Monetary Stabilization Bond, 3.07%, 1/28/11	KRW		1,607,400		1,430,588



Total South Korea
(identified cost $2,136,627)				$	2,152,357




Sri Lanka — 0.5%

Sri Lanka Treasury Bill, 0.00%, 11/5/10	LKR		51,060	$	456,814
Sri Lanka Treasury Bill, 0.00%, 3/11/11	LKR		15,980		139,568

See notes to consolidated financial statements

Emerging Markets Local Income Portfolio as of October 31, 2010

CONSOLIDATED PORTFOLIO OF INVESTMENTS CONT’D


		Principal
		Amount
Security		(000’s omitted)		Value


Sri Lanka (continued)


Sri Lanka Treasury Bill, 0.00%, 3/18/11	LKR		9,720	$	84,779
Sri Lanka Treasury Bill, 0.00%, 3/25/11	LKR		14,370		125,169
Sri Lanka Treasury Bill, 0.00%, 4/29/11	LKR		50,400		436,054
Sri Lanka Treasury Bill, 0.00%, 7/15/11	LKR		60,920		519,203
Sri Lanka Treasury Bill, 0.00%, 8/5/11	LKR		22,030		186,998



Total Sri Lanka (identified cost $1,916,030)				$	1,948,585




Uruguay — 1.1%

Uruguay Treasury Bill, 0.00%, 11/3/10	UYU		6,200	$	308,202
Uruguay Treasury Bill, 0.00%, 11/17/10	UYU		5,000		247,940
Uruguay Treasury Bill, 0.00%, 11/23/10	UYU		18,700		926,255
Uruguay Treasury Bill, 0.00%, 12/21/10	UYU		8,310		409,282
Uruguay Treasury Bill, 0.00%, 1/20/11	UYU		11,800		577,272
Uruguay Treasury Bill, 0.00%, 2/10/11	UYU		6,235		303,458
Uruguay Treasury Bill, 0.00%, 4/13/11	UYU		12,435		597,134
Uruguay Treasury Bill, 0.00%, 8/11/11	UYU		12,355		576,800
Uruguay Treasury Bill, 0.00%, 9/16/11	UYU		6,200		286,900



Total Uruguay (identified cost $4,232,696)				$	4,233,243




Zambia — 0.0%⁽³⁾

Zambia Treasury Bill, 0.00%, 1/31/11	ZMK		297,000	$	63,309



Total Zambia
(identified cost $63,255)				$	63,309



Total Foreign Government Securities (identified cost $64,759,742)				$	65,686,000




Other Securities — 7.4%

		Interest
Description		(000’s omitted)		Value


Eaton Vance Cash Reserves Fund, LLC, 0.22%⁽⁷⁾⁽⁸⁾		$	29,852	$	29,852,252



Total Other Securities
(identified cost $29,852,252)				$	29,852,252



Total Short-Term Investments
(identified cost $94,611,994)				$	95,538,252



Total Investments — 100.0%
(identified cost $382,520,475)				$	400,612,467



Other Assets, Less Liabilities — 0.0%⁽³⁾				$	35,403



Net Assets — 100.0%				$	400,647,870

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

BRL - Brazilian Real

CLP - Chilean Peso

COP - Colombian Peso

CRC - Costa Rican Colon

DOP - Dominican Peso

EGP - Egyptian Pound

EUR - Euro

HUF - Hungarian Forint

IDR - Indonesian Rupiah

ILS - Israeli Shekel

ISK - Icelandic Krona

KRW - South Korean Won

LBP - Lebanese Pound

LKR - Sri Lankan Rupee

MXN - Mexican Peso

MYR - Malaysian Ringgit

PEN - Peruvian New Sol

PHP - Philippine Peso

PLN - Polish Zloty

THB - Thailand Baht

TRY - New Turkish Lira

TWD - New Taiwan Dollar

USD - United States Dollar

UYU - Uruguayan Peso

ZAR - South African Rand

ZMK - Zambian Kwacha


(1)		Security exempt from registration pursuant to Rule 144A under the Securities Act of 1933. These securities may be sold in certain transactions (normally to qualified institutional buyers) and remain exempt from registration. At October 31, 2010, the aggregate value of these securities is $3,179,702 or 0.8% of the Portfolio’s net assets.

See notes to consolidated financial statements

Emerging Markets Local Income Portfolio as of October 31, 2010

CONSOLIDATED PORTFOLIO OF INVESTMENTS CONT’D


(2)		Inflation-linked security whose principal is adjusted for inflation based on changes in a designated inflation index or inflation rate for the applicable country. Interest is calculated based on the inflation-adjusted principal.

(3)		Amount is less than 0.05%.

(4)		Security represents a structured security whose market value and interest rate are linked to the performance of the underlying security.

(5)		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.

(6)		Adjustable rate mortgage security. Rate shown is the rate at October 31, 2010.

(7)		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, 2010.

(8)		Net income allocated from the investment in Eaton Vance Cash Reserves Fund, LLC and Cash Management Portfolio, an affiliated investment company, for the year ended October 31, 2010 was $18,349 and $0, respectively.

(9)		Security (or a portion thereof) has been pledged to cover collateral requirements on open financial contracts.

See notes to consolidated financial statements

Emerging Markets Local Income Portfolio as of October 31, 2010

CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Statement of Assets and Liabilities


As of October 31, 2010

Assets

Unaffiliated investments, at value (identified cost, $352,668,223)	$	370,760,215
Affiliated investment, at value (identified cost, $29,852,252)		29,852,252
Cash		78,636
Cash collateral on deposit at broker		162,973
Foreign currency, at value (identified cost, $536,017)		536,722
Interest and dividends receivable		4,874,972
Interest receivable from affiliated investment		4,573
Receivable for investments sold		60,050
Receivable for variation margin on open financial futures contracts		40,097
Receivable for open forward foreign currency exchange contracts		1,711,810
Receivable for closed forward foreign currency exchange contracts		116,650
Receivable for open swap contracts		1,797,725
Receivable for closed swap contracts		51,439
Receivable for closed options		82,490
Premium paid on open swap contracts		2,172,858


Total assets	$	412,303,462





Liabilities

Payable for investments purchased	$	7,195,319
Payable for open forward foreign currency exchange contracts		2,266,978
Payable for closed forward foreign currency exchange contracts		403,798
Payable for open swap contracts		1,136,331
Premium received on open swap contracts		84,853
Payable to affiliates:
Investment adviser fee		188,359
Trustees’ fees		546
Accrued expenses		379,408


Total liabilities	$	11,655,592


Net Assets applicable to investors’ interest in Portfolio	$	400,647,870





Sources of Net Assets

Net proceeds from capital contributions and withdrawals	$	382,371,235
Net unrealized appreciation		18,276,635


Total	$	400,647,870

Consolidated Statement of Operations


For the Year Ended
October 31, 2010

Investment Income

Interest (net of foreign taxes, $479,298)	$	10,479,015
Dividends (net of foreign taxes, $340)		3,057
Interest allocated from affiliated investments		21,133
Expenses allocated from affiliated investments		(2,784	)


Total investment income	$	10,500,421





Expenses

Investment adviser fee	$	1,090,466
Trustees’ fees and expenses		5,708
Custodian fee		356,323
Legal and accounting services		88,151
Miscellaneous		19,529


Total expenses	$	1,560,177


Deduct —
Reduction of custodian fee	$	25


Total expense reductions	$	25



Net expenses	$	1,560,152



Net investment income	$	8,940,269





Realized and Unrealized Gain (Loss)

Net realized gain (loss) —
Investment transactions	$	2,560,788
Investment transactions allocated from affiliated investments		(10,806	)
Financial futures contracts		2,553
Swap contracts		(387,968	)
Written options		21,790	��
Foreign currency and forward foreign currency exchange contract transactions		4,219,181


Net realized gain	$	6,405,538


Change in unrealized appreciation (depreciation) —
Investments	$	13,360,696
Financial futures contracts		4,278
Swap contracts		720,709
Written options		(12,895	)
Foreign currency and forward foreign currency exchange contracts		226,281


Net change in unrealized appreciation (depreciation)	$	14,299,069



Net realized and unrealized gain	$	20,704,607



Net increase in net assets from operations	$	29,644,876

See notes to consolidated financial statements

Emerging Markets Local Income Portfolio as of October 31, 2010

CONSOLIDATED FINANCIAL STATEMENTS CONT’D

Consolidated Statements of Changes in Net Assets


Increase (Decrease)	Year Ended			Year Ended
in Net Assets	October 31, 2010			October 31, 2009

From operations —
Net investment income	$	8,940,269		$	4,569,753
Net realized gain from investment transactions, financial futures contracts, swap contracts, written options, and foreign currency and forward foreign currency exchange contract transactions		6,405,538			4,935,494
Net change in unrealized appreciation (depreciation) from investments, financial futures contracts, swap contracts, written options, foreign currency and forward foreign currency exchange contracts		14,299,069			12,367,756


Net increase in net assets from operations	$	29,644,876		$	21,873,003


Capital transactions —
Contributions	$	270,094,823		$	34,727,341
Withdrawals		(15,131,692	)		(1,397,348	)


Net increase in net assets from capital transactions	$	254,963,131		$	33,329,993



Net increase in net assets	$	284,608,007		$	55,202,996





Net Assets

At beginning of year	$	116,039,863		$	60,836,867


At end of year	$	400,647,870		$	116,039,863

See notes to consolidated financial statements

Emerging Markets Local Income Portfolio as of October 31, 2010

CONSOLIDATED FINANCIAL STATEMENTS CONT’D

Consolidated Supplementary Data


	Year Ended October 31,
										Period Ended
	2010			2009			2008			October 31, 2007⁽¹⁾



Ratios/Supplemental Data

Ratios (as a percentage of average daily net assets):
Expenses⁽²⁾		0.93	%		0.91	%		0.96	%		1.13	%⁽³⁾
Net investment income		5.30	%		5.70	%		5.51	%		5.25	%⁽³⁾
Portfolio Turnover		17	%		26	%		38	%		2	%⁽⁴⁾


Total Return		19.03	%		30.48	%		(13.13	)%		10.48	%⁽⁴⁾



Net assets, end of year (000’s omitted)	$	400,648		$	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 consolidated financial statements

Emerging Markets Local Income Portfolio as of October 31, 2010

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1 Significant Accounting Policies

Emerging Markets Local Income Portfolio (the Portfolio) is a Massachusetts business 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, 2010, Eaton Vance Emerging Markets Local Income Fund, Eaton Vance Strategic Income Fund and Eaton Vance International (Cayman Islands) Strategic Income Fund held an interest of 61.9%, 33.0% and 5.1%, respectively, in the Portfolio.

The Portfolio seeks to gain exposure to the commodity markets, in whole or in part, through investments in Eaton Vance EMLIP Commodity Subsidiary, Ltd. (Subsidiary), a wholly-owned subsidiary of the Portfolio organized under the laws of the Cayman Islands with the same objective and investment policies and restrictions as the Portfolio. The Portfolio may invest up to 25% of its total assets in the Subsidiary. The net assets of the Subsidiary at October 31, 2010 were $2,796,165 or 0.7% of the Portfolio’s consolidated net assets. The accompanying consolidated financial statements include the accounts of the Subsidiary, which commenced operations in May 2010. Intercompany balances and transactions have been eliminated in consolidation.

The following is a summary of significant accounting policies of the Portfolio. The policies are in conformity with accounting principles generally accepted in the United States of America.

A Investment Valuation — Debt obligations (including short-term obligations with a remaining maturity of more than sixty days and excluding most seasoned mortgage-backed securities) are generally valued on the basis of valuations provided by third party pricing services, as derived from such services’ pricing models. Inputs to the models may include, but are not limited to, reported trades, executable bid and asked prices, broker/dealer quotations, prices or yields of securities with similar characteristics, benchmark curves or information pertaining to the issuer, as well as industry and economic events. The pricing services may use a matrix approach, which considers information regarding securities with similar characteristics to determine the valuation for a security. 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 purchased 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 or closing 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. Precious metals are valued at the New York Composite mean quotation reported by Bloomberg at the valuation time. Exchange-traded options are valued at the mean between the bid and asked prices at valuation time as reported by the Options Price Reporting Authority for U.S. listed options or by the relevant exchange or board of trade for non-U.S. listed options. 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 and options on interest rate swaps (“swaptions”) 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 rates provided by electronic data services or by broker/dealers. Alternatively, swaptions may be valued at the valuation provided by the counterparty, so determined using the same techniques as those employed by the 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

Emerging Markets Local Income Portfolio as of October 31, 2010

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONT’D

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 Eaton Vance Cash Reserves Fund, LLC (Cash Reserves Fund), an affiliated investment company managed by Eaton Vance Management (EVM). Cash Reserves Fund generally values its investment securities utilizing the amortized cost valuation technique in accordance with Rule 2a-7 under 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 Reserves Fund may value its investment securities in the same manner as debt obligations described above.

C Income — Interest income is recorded on the basis of interest accrued, adjusted for amortization of premium or accretion of discount. Inflation adjustments to the principal amount of inflation-adjusted bonds and notes are reflected as interest income. Dividend income is recorded on the ex-dividend date for dividends received in cash and/or securities. However, if the ex-dividend date has passed, certain dividends from foreign securities are recorded as the Portfolio is informed of the ex-dividend date. Withholding taxes on foreign dividends, interest and capital gains have been provided for in accordance with the Portfolio’s understanding of the applicable countries’ tax rules and rates.

The Subsidiary is treated as a controlled foreign corporation under the Internal Revenue Code and is not expected to be subject to U.S. federal income tax. The Portfolio is treated as a U.S. shareholder of the Subsidiary. As a result, the Portfolio is required to include in gross income for U.S. federal income tax purposes all of the Subsidiary’s income, whether or not such income is distributed by the Subsidiary. If a net loss is realized by the Subsidiary, such loss is not generally available to offset the income earned by the Portfolio.

Emerging Markets Local Income Portfolio as of October 31, 2010

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONT’D

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.

G Use of Estimates — The preparation of the consolidated 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 consolidated financial statements and the reported amounts of income and expense during the reporting period. Actual results could differ from those estimates.

I Financial 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.

J Forward 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.

K Written Options — Upon the writing of a call or a put option, the premium received by the Portfolio is included in the Consolidated 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.

Emerging Markets Local Income Portfolio as of October 31, 2010

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONT’D

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.

M Interest Rate Swaps — Pursuant to interest rate swap 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.

N Cross-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 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.

O Credit 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. 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.

P Total 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

Emerging Markets Local Income Portfolio as of October 31, 2010

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONT’D

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.

Q Repurchase 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. The value of the collateral will be marked to market daily and, except in the case of a repurchase agreement entered to facilitate a short sale, the value of such collateral will at least equal 90% of such repurchase price. The terms of a repurchase agreement entered into to facilitate a short sale may provide that the value of collateral received by the Portfolio is less than the repurchase price. In such a case, the Portfolio will segregate liquid assets equal to the marked to market value of its obligation to the counterparty to the repurchase agreement. 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.

2 Investment Adviser Fee and Other Transactions with Affiliates

The investment adviser fee is earned by Boston Management and Research (BMR), a subsidiary of EVM, as compensation for investment advisory services rendered to the Portfolio and the Subsidiary. Pursuant to the investment advisory agreement between the Portfolio and BMR and the investment advisory agreement between the Subsidiary and BMR, the Portfolio and Subsidiary each pay BMR a fee at an annual rate of 0.650% of its respective average daily net assets up to $1 billion, 0.625% from $1 billion up to $2 billion, 0.600% from $2 billion up to $5 billion, and 0.575% of average daily net assets of $5 billion or more, and is payable monthly. In determining the investment adviser fee for the Portfolio and Subsidiary, the applicable advisory fee rate is based on the average daily net assets of the Portfolio (inclusive of its interest in the Subsidiary). Such fee rate is then assessed separately on the Portfolio’s average daily net assets (exclusive of its interest in the Subsidiary) and the Subsidiary’s average daily net assets to determine the amount of the investment adviser fee. Prior to its liquidation in February 2010, the portion of the adviser fee payable by Cash Management Portfolio, an affiliated investment company, on the Portfolio’s investment of cash therein was credited against the Portfolio’s investment adviser fee. The Portfolio currently invests its cash in Cash Reserves Fund. EVM does not currently receive a fee for advisory services provided to Cash Reserves Fund. For the year ended October 31, 2010, the Portfolio’s investment adviser fee totaled $1,091,887 of which $1,421 was allocated from Cash Management Portfolio and $1,090,466 was paid or accrued directly by the Portfolio. For the year ended October 31, 2010, the Portfolio’s investment adviser fee, including the portion allocated from Cash Management Portfolio, was 0.65% of the Portfolio’s consolidated average daily net assets.

3 Purchases 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, 2010 were as follows:


Purchases


Investments (non-U.S. Government)	$	177,102,972
U.S. Government and Agency Securities		39,921,053


	$	217,024,025


Sales


Investments (non-U.S. Government)	$	19,054,910
U.S. Government and Agency Securities		4,595,747


	$	23,650,657

4 Federal Income Tax Basis of Investments

The cost and unrealized appreciation (depreciation) of investments of the Portfolio at October 31, 2010, as determined on a federal income tax basis, were as follows:


Aggregate cost	$	383,654,845


Gross unrealized appreciation	$	19,041,759
Gross unrealized depreciation		(2,084,137	)


Net unrealized appreciation	$	16,957,622

Emerging Markets Local Income Portfolio as of October 31, 2010

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONT’D

The net unrealized depreciation on financial futures contracts, swaps contracts, foreign currency and forward foreign currency exchange contracts at October 31, 2010 on a federal income tax basis was $19,604.

5 Financial 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 obligations under these financial instruments at October 31, 2010 is as follows:

Forward Foreign Currency Exchange Contracts

Sales

Net Unrealized

Settlement

Appreciation

Date

Deliver

In Exchange For

Counterparty

(Depreciation)

11/1/10

Czech Koruna
53,630,000

Euro
2,176,277

Barclays Bank PLC

(1,600

)

11/2/10

Chilean Peso
85,604,397

United States Dollar
172,642

Citigroup Global Markets

(2,365

)

11/4/10

Sri Lankan Rupee
51,060,000

United States Dollar
438,095

HSBC Bank USA

(19,168

)

11/10/10

Euro
3,540,000

United States Dollar
4,949,968

Standard Chartered Bank

23,458

11/22/10

Euro
183,606

United States Dollar
256,024

Goldman Sachs, Inc.

541

11/24/10

Euro
1,003,000

United States Dollar
1,393,684

HSBC Bank USA

(1,932

)

11/24/10

Euro
987,000

United States Dollar
1,371,463

Standard Chartered Bank

(1,889

)

11/29/10

Euro
312,750

United States Dollar
404,395

Deutsche Bank

(30,752

)

12/1/10

Euro

United States Dollar

728,434

1,004,845

Deutsche Bank

(8,644

)

12/1/10

Israeli Shekel
1,537,000

United States Dollar
402,620

Deutsche Bank

(19,965

)

12/2/10

New Zealand Dollar
2,084,907

Australian Dollar
1,600,000

Citigroup Global Markets

(23,913

)

12/2/10

New Zealand Dollar
2,168,224

Australian Dollar
1,710,900

Credit Suisse

20,968

3/2/11

Israeli Shekel
2,294,000

United States Dollar
606,959

Credit Suisse

(22,968

)

3/2/11

Israeli Shekel
3,100,000

United States Dollar
812,475

Deutsche Bank

(38,777

)

3/11/11

Sri Lankan Rupee
15,980,000

United States Dollar
131,523

HSBC Bank USA

(11,042

)

3/18/11

Sri Lankan Rupee
9,720,000

United States Dollar
79,869

HSBC Bank USA

(6,831

)

3/25/11

Sri Lankan Rupee
14,370,000

United States Dollar
118,711

Standard Chartered Bank

(9,441

)

3/31/11

Euro
440,000

United States Dollar
593,472

HSBC Bank USA

(17,551

)

4/6/11

Israeli Shekel
2,443,000

United States Dollar
656,315

Barclays Bank PLC

(14,046

)

4/6/11

Israeli Shekel
2,440,000

United States Dollar
655,385

Citigroup Global Markets

(14,152

)

4/6/11

Israeli Shekel
4,883,000

United States Dollar
1,312,282

Deutsche Bank

(27,616

)

4/7/11

Euro
525,000

United States Dollar
703,432

HSBC Bank USA

(25,541

)

4/29/11

Sri Lankan Rupee
50,400,000

United States Dollar
447,403

Standard Chartered Bank

(1,631

)

5/4/11

Israeli Shekel
1,696,000

United States Dollar
454,022

Barclays Bank PLC

(11,093

)

5/4/11

Israeli Shekel
2,860,000

United States Dollar
760,032

Citigroup Global Markets

(24,302

)

5/5/11

Euro
341,000

United States Dollar
446,846

HSBC Bank USA

(26,404

)

6/2/11

Euro
700,000

United States Dollar
856,310

HSBC Bank USA

(114,660

)

6/16/11

Euro
819,000

United States Dollar
1,009,999

Citigroup Global Markets

(125,737

)

7/6/11

Israeli Shekel
1,746,000

United States Dollar
472,467

Deutsche Bank

(5,710

)

7/15/11

Sri Lankan Rupee
60,920,000

United States Dollar
512,665

HSBC Bank USA

(28,598

)

8/5/11

Sri Lankan Rupee
22,030,000

United States Dollar
189,505

HSBC Bank USA

(6,078

)

8/25/11

Euro
307,000

United States Dollar
386,851

Deutsche Bank

(38,310

)

9/8/11

Euro
592,000

United States Dollar
751,745

Citigroup Global Markets

(67,883

)

9/15/11

Euro
3,467,000

United States Dollar
4,502,038

Deutsche Bank

(297,393

)

9/22/11

Euro
540,000

United States Dollar
707,697

Goldman Sachs, Inc.

(39,732

)

(1,040,757

)

Emerging Markets Local Income Portfolio as of October 31, 2010

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONT’D

Forward Foreign Currency Exchange Contracts (continued)

Purchases

Net Unrealized

Settlement

Appreciation

Date

In Exchange For

Deliver

Counterparty

(Depreciation)

11/1/10

Czech Koruna
30,600,000

Euro
1,248,759

Citigroup Global Markets

(8,867

)

11/1/10

Czech Koruna
23,030,000

Euro
941,474

Goldman Sachs, Inc.

(8,956

)

11/1/10

Euro
4,288,475

United States Dollar
6,031,779

JPMorgan Chase Bank

(63,079

)

11/1/10

New Turkish Lira
2,151,468

United States Dollar
1,494,075

JPMorgan Chase Bank

5,885

11/2/10

Ukrainian Hryvnia
1,276,800

United States Dollar
160,311

Barclays Bank PLC

292

11/2/10

Ukrainian Hryvnia
1,115,800

United States Dollar
139,956

Deutsche Bank

396

11/3/10

Russian Ruble
7,000,000

United States Dollar
229,542

Goldman Sachs, Inc.

(2,634

)

11/4/10

Chilean Peso
156,300,000

United States Dollar
322,468

Credit Suisse

(2,959

)

11/4/10

Chilean Peso
163,700,000

United States Dollar
337,700

Standard Chartered Bank

(3,064

)

11/4/10

Czech Koruna
25,900,000

Euro
1,053,831

Barclays Bank PLC

(3,159

)

11/4/10

Polish Zloty
5,282,000

Euro
1,322,120

Barclays Bank PLC

12,956

11/4/10

Polish Zloty
4,200,000

Euro
1,061,850

Citigroup Global Markets

(4,399

)

11/4/10

Polish Zloty
4,040,000

Euro
1,016,647

Credit Suisse

2,382

11/4/10

Polish Zloty
4,560,000

Euro
1,161,516

Goldman Sachs, Inc.

(16,814

)

11/4/10

Qatari Rial
2,390,000

United States Dollar
656,431

Deutsche Bank

371

11/4/10

South African Rand
29,700,000

United States Dollar
4,234,388

Bank of America

4,121

11/4/10

Ukrainian Hryvnia
5,100,000

United States Dollar
639,098

HSBC Bank USA

2,062

11/8/10

Colombian Peso
1,600,000,000

United States Dollar
890,695

Bank of America

(20,842

)

11/8/10

Czech Koruna
13,900,000

Euro
567,950

Bank of America

(5,011

)

11/8/10

Czech Koruna
13,900,000

Euro
568,879

Barclays Bank PLC

(6,305

)

11/8/10

Czech Koruna
13,900,000

Euro
568,626

Deutsche Bank

(5,952

)

11/8/10

Czech Koruna
13,900,000

Euro
567,950

HSBC Bank USA

(5,011

)

11/8/10

Indian Rupee
50,040,000

United States Dollar
1,062,195

Goldman Sachs, Inc.

63,261

11/8/10

Malaysian Ringgit
1,600,000

United States Dollar
515,066

Barclays Bank PLC

(679

)

11/8/10

Malaysian Ringgit
3,670,000

United States Dollar
1,181,470

Credit Suisse

(1,595

)

11/8/10

Malaysian Ringgit
1,600,000

United States Dollar
515,049

Deutsche Bank

(662

)

11/8/10

Polish Zloty
14,360,000

Euro
3,620,225

Goldman Sachs, Inc.

(1,917

)

11/8/10

Thai Baht
572,025,000

United States Dollar
18,921,176

Barclays Bank PLC

156,117

11/8/10

Thai Baht
36,300,000

United States Dollar
1,208,590

Barclays Bank PLC

2,031

11/8/10

Thai Baht
51,500,000

United States Dollar
1,713,468

Citigroup Global Markets

4,080

11/8/10

Thai Baht
28,300,000

United States Dollar
942,203

Citigroup Global Markets

1,615

11/8/10

Thai Baht
35,500,000

United States Dollar
1,188,086

Citigroup Global Markets

(4,145

)

11/8/10

Thai Baht
51,000,000

United States Dollar
1,707,113

Citigroup Global Markets

(6,240

)

11/10/10

Polish Zloty
44,960,720

United States Dollar
15,695,835

Citigroup Global Markets

70,599

11/10/10

Polish Zloty
5,700,000

United States Dollar
2,004,742

Goldman Sachs, Inc.

(5,915

)

11/10/10

Polish Zloty
5,470,000

United States Dollar
1,958,743

Goldman Sachs, Inc.

(40,571

)

11/10/10

Qatari Rial
3,635,000

United States Dollar
998,489

Deutsche Bank

378

11/10/10

Russian Ruble
7,000,000

United States Dollar
231,183

Deutsche Bank

(4,392

)

11/10/10

Russian Ruble
47,900,000

United States Dollar
1,588,723

Deutsche Bank

(37,785

)

11/10/10

Russian Ruble
58,720,000

United States Dollar
1,914,262

HSBC Bank USA

(11,804

)

11/10/10

Russian Ruble
51,000,000

United States Dollar
1,672,131

HSBC Bank USA

(19,792

)

11/10/10

Russian Ruble
549,571,000

United States Dollar
18,377,774

HSBC Bank USA

(572,329

)

11/10/10

South African Rand
44,903,257

United States Dollar
6,095,023

Bank of America

307,179

11/12/10

Indian Rupee
18,000,000

United States Dollar
404,949

Deutsche Bank

(334

)

11/12/10

Indonesian Rupiah
19,577,000,000

United States Dollar
2,192,273

Credit Suisse

(3,268

)

11/12/10

Indonesian Rupiah
10,748,000,000

United States Dollar
1,191,574

Deutsche Bank

10,215

11/12/10

Malaysian Ringgit
8,100,000

United States Dollar
2,613,072

Credit Suisse

(8,431

)

11/12/10

Malaysian Ringgit
3,400,000

United States Dollar
1,095,784

Deutsche Bank

(2,478

)

11/12/10

New Turkish Lira
6,437,043

United States Dollar
4,558,812

HSBC Bank USA

(79,543

)

11/12/10

Polish Zloty
18,477,883

Euro
4,638,838

Bank of America

23,162

11/12/10

Polish Zloty
4,120,000

Euro
1,046,772

Goldman Sachs, Inc.

(12,167

)

11/12/10

South Korean Won
592,280,000

United States Dollar
528,387

Credit Suisse

(2,228

)

Emerging Markets Local Income Portfolio as of October 31, 2010

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONT’D

Forward Foreign Currency Exchange Contracts (continued)

Purchases

Net Unrealized

Settlement

Appreciation

Date

In Exchange For

Deliver

Counterparty

(Depreciation)

11/12/10

South Korean Won
758,320,000

United States Dollar
676,528

JPMorgan Chase Bank

(2,865

)

11/15/10

Hungarian Forint
268,200,000

Euro
972,510

Goldman Sachs, Inc.

18,822

11/15/10

Hungarian Forint
253,570,000

Euro
925,110

Goldman Sachs, Inc.

9,934

11/15/10

Hungarian Forint
278,000,000

United States Dollar
1,410,709

Goldman Sachs, Inc.

11,585

11/15/10

Indonesian Rupiah
4,689,000,000

United States Dollar
516,694

Goldman Sachs, Inc.

7,504

11/15/10

Malaysian Ringgit
5,300,000

United States Dollar
1,709,126

Barclays Bank PLC

(4,581

)

11/15/10

Malaysian Ringgit
1,420,000

United States Dollar
454,516

Goldman Sachs, Inc.

2,173

11/15/10

New Turkish Lira
9,022,570

United States Dollar
5,886,716

Bank of America

388,469

11/15/10

Polish Zloty
5,480,000

Euro
1,386,254

Credit Suisse

(8,100

)

11/16/10

Euro
4,288,476

United States Dollar
5,966,406

Bank of America

1,314

11/18/10

Ukrainian Hryvnia
2,243,495

United States Dollar
280,700

Credit Suisse

275

11/18/10

Ukrainian Hryvnia
2,076,202

United States Dollar
259,850

Deutsche Bank

174

11/18/10

Ukrainian Hryvnia
2,745,000

United States Dollar
343,340

HSBC Bank USA

444

11/19/10

Indian Rupee
42,483,000

United States Dollar
958,119

Barclays Bank PLC

(4,085

)

11/19/10

Indonesian Rupiah
3,780,000,000

United States Dollar
423,435

Citigroup Global Markets

(966

)

11/19/10

Norwegian Krone
7,300,000

Euro
896,575

Goldman Sachs, Inc.

(2,238

)

11/19/10

Norwegian Krone
14,131,882

Euro
1,742,016

Goldman Sachs, Inc.

(13,184

)

11/19/10

Swedish Krona
12,810,000

Euro
1,382,850

Citigroup Global Markets

(7,477

)

11/19/10

Swedish Krona
8,300,000

Euro
894,027

Deutsche Bank

(2,110

)

11/22/10

Malaysian Ringgit
9,750,000

United States Dollar
3,146,785

Citigroup Global Markets

(9,888

)

11/22/10

Malaysian Ringgit
7,600,000

United States Dollar
2,443,259

Credit Suisse

1,913

11/22/10

Thai Baht
74,400,000

United States Dollar
2,488,544

Barclays Bank PLC

(8,158

)

11/22/10

Thai Baht
41,900,000

United States Dollar
1,400,869

Citigroup Global Markets

(3,985

)

11/23/10

Czech Koruna
13,900,000

Euro
568,019

Credit Suisse

(5,120

)

11/23/10

Czech Koruna
15,720,000

Euro
641,083

Goldman Sachs, Inc.

(3,969

)

11/24/10

Malaysian Ringgit
4,195,000

United States Dollar
1,353,357

Bank of America

(3,542

)

11/24/10

Malaysian Ringgit
4,300,000

United States Dollar
1,380,550

Deutsche Bank

3,050

11/26/10

Indian Rupee
1,500,000

United States Dollar
33,610

Barclays Bank PLC

11/26/10

Indian Rupee
1,500,000

United States Dollar
33,610

Citigroup Global Markets

11/26/10

Indian Rupee
2,345,000

United States Dollar
52,543

Deutsche Bank

11/26/10

Indian Rupee
2,345,000

United States Dollar
52,543

Standard Chartered Bank

11/26/10

Indonesian Rupiah
1,202,800,000

United States Dollar
134,391

Credit Suisse

(23

)

11/29/10

Indian Rupee
34,600,000

United States Dollar
774,049

Barclays Bank PLC

1,883

11/29/10

Indian Rupee
34,600,000

United States Dollar
774,222

Deutsche Bank

1,710

11/30/10

Colombian Peso
3,761,325,000

United States Dollar
2,036,231

Credit Suisse

8,196

11/30/10

Israeli Shekel
1,770,000

United States Dollar
483,527

Bank of America

3,126

11/30/10

Israeli Shekel
5,000,000

United States Dollar
1,380,987

Bank of America

(6,260

)

11/30/10

Israeli Shekel
9,251,067

United States Dollar
2,510,875

Deutsche Bank

32,663

11/30/10

Mexican Peso
356,228,684

United States Dollar
28,498,295

HSBC Bank USA

299,381

11/30/10

Polish Zloty
8,676,000

Euro
2,171,823

Deutsche Bank

16,341

11/30/10

Polish Zloty
2,800,000

Euro
714,046

Goldman Sachs, Inc.

(13,002

)

12/1/10

Israeli Shekel
5,902,000

United States Dollar
1,639,968

Bank of America

(17,266

)

12/1/10

Qatari Rial
5,920,000

United States Dollar
1,625,972

Citigroup Global Markets

356

12/2/10

Brazilian Real
4,700,000

United States Dollar
2,745,327

Citigroup Global Markets

1,944

12/2/10

Brazilian Real
21,700,000

United States Dollar
12,606,018

Standard Chartered Bank

78,193

12/2/10

Czech Koruna
53,630,000

Euro
2,176,373

Barclays Bank PLC

1,361

12/2/10

Czech Koruna
46,978,208

Euro
1,907,822

Credit Suisse

(738

)

12/2/10

Qatari Rial
2,100,000

United States Dollar
576,654

Bank of America

246

12/2/10

Swedish Krona
10,730,000

Euro
1,150,206

Goldman Sachs, Inc.

4,636

12/3/10

New Turkish Lira
2,259,000

United States Dollar
1,562,025

Bank of America

4,253

12/3/10

South African Rand
30,561,614

United States Dollar
4,327,553

Bank of America

14,355

12/6/10

Czech Koruna
31,400,000

Euro
1,274,920

HSBC Bank USA

(113

)

Emerging Markets Local Income Portfolio as of October 31, 2010

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONT’D

Forward Foreign Currency Exchange Contracts (continued)

Purchases

Net Unrealized

Settlement

Appreciation

Date

In Exchange For

Deliver

Counterparty

(Depreciation)

12/6/10

Indian Rupee
74,100,000

United States Dollar
1,644,109

Standard Chartered Bank

16,116

12/6/10

Indonesian Rupiah
6,838,000,000

United States Dollar
764,620

Citigroup Global Markets

(1,184

)

12/6/10

South Korean Won
1,112,000,000

United States Dollar
976,124

Credit Suisse

10,862

12/8/10

Malaysian Ringgit
3,670,000

United States Dollar
1,180,368

Credit Suisse

812

12/8/10

Malaysian Ringgit
1,600,000

United States Dollar
514,552

Deutsche Bank

404

12/9/10

South Korean Won
1,168,000,000

United States Dollar
1,040,349

HSBC Bank USA

(3,771

)

12/17/10

Colombian Peso
5,233,000,000

United States Dollar
2,919,875

Credit Suisse

(74,609

)

12/28/10

Swedish Krona
3,150,000

Euro
337,905

Deutsche Bank

775

12/28/10

Swedish Krona
3,240,000

Euro
347,513

HSBC Bank USA

862

12/28/10

Swedish Krona
4,120,000

Euro
441,984

Standard Chartered Bank

978

1/26/11

Colombian Peso
534,405,000

United States Dollar
293,146

Bank of America

(2,514

)

1/26/11

Colombian Peso
435,960,000

United States Dollar
239,144

Barclays Bank PLC

(2,051

)

1/26/11

Colombian Peso
468,585,000

United States Dollar
256,618

Credit Suisse

(1,782

)

1/26/11

Colombian Peso
503,040,000

United States Dollar
276,244

Deutsche Bank

(2,670

)

1/31/11

Czech Koruna
11,388,000

Euro
462,222

Credit Suisse

175

6/15/11

Yuan Renminbi
1,800,000

United States Dollar
272,521

Citigroup Global Markets

3,430

6/15/11

Yuan Renminbi
3,800,000

United States Dollar
574,887

HSBC Bank USA

7,676

8/9/11

Yuan Renminbi
2,470,000

United States Dollar
369,263

Goldman Sachs, Inc.

10,720

8/24/11

Yuan Renminbi
1,920,000

United States Dollar
287,511

Bank of America

8,300

10/12/11

Yuan Renminbi
2,000,000

United States Dollar
309,191

Deutsche Bank

453

10/12/11

Yuan Renminbi
13,300,000

United States Dollar
2,048,991

JPMorgan Chase Bank

10,140

1/19/12

Yuan Renminbi
780,000

United States Dollar
123,223

Barclays Bank PLC

(1,676

)

6/18/12

Yuan Renminbi
1,990,000

United States Dollar
299,248

Goldman Sachs, Inc.

13,517

485,589

At October 31, 2010, closed forward foreign currency purchases and sales contracts excluded above amounted to a receivable of $116,650 and a payable of $403,798.


Futures Contracts

Sales

							Net Unrealized
Expiration			Aggregate				Appreciation
Date	Contracts	Position	Cost	Value			(Depreciation)

12/10	5 Euro-Bobl	Short	$(839,047)	$	(832,575	)	$	6,472


12/10	2 Euro-Bund	Short	(363,176)		(359,724	)		3,452


12/10	4 Japan 10-Year Bond	Short	(7,079,160)		(7,118,181	)		(39,021	)

��
12/10	102 U.S. 5-Year Treasury Note	Long	12,372,484		12,400,968			28,484


							$	(613	)

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.

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)

Bank of
America

ILS
640

Receive

3-month
ILS TELBOR

4.20

11/19/14

(11,134

)

Bank of
America

ILS
600

Receive

3-month
ILS TELBOR

4.54

1/6/15

(12,433

)

Bank of
America

MXN
26,000

Pay

Mexican Interbank
Deposit Rate

6.46

9/24/20

9,509

Bank of
America

PLN
10,700

Pay

6-month
PLN WIBOR

4.88

9/14/14

(22,716

)

Bank of
America

PLN
3,600

Pay

6-month
PLN WIBOR

4.95

9/14/20

(23,244

)

Barclays
Bank PLC

ILS
303

Receive

3-month
ILS TELBOR

5.15

3/5/20

(7,331

)

Barclays
Bank PLC

ILS
303

Receive

3-month
ILS TELBOR

5.16

3/8/20

(7,368

)

Barclays
Bank PLC

MYR
18,000

Pay

3-month
MYR KLIBOR

3.70

10/19/15

(16,321

)

Barclays
Bank PLC

MYR
10,000

Pay

3-month
MYR KLIBOR

4.13

10/19/20

(29,398

)

Barclays
Bank PLC

PLN
8,000

Pay

6-month
PLN WIBOR

5.42

6/1/14

48,086

Emerging Markets Local Income Portfolio as of October 31, 2010

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONT’D

Interest Rate Swaps (continued)

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
14,300

Pay

6-month
PLN WIBOR

5.02

7/30/14

2,284

Barclays
Bank PLC

PLN
2,300

Pay

6-month
PLN WIBOR

5.36

7/30/20

11,496

Barclays
Bank PLC

THB
143,000

Pay

6-month
THBFIX

3.34

2/16/15

147,212

Barclays
Bank PLC

THB
149,550

Pay

6-month
THBFIX

3.21

10/4/20

(100,395

)

Barclays
Bank PLC

ZAR
53,700

Pay

3-month
JIBOR

7.41

9/24/20

107,324

Citigroup
Global Markets

MXN
50,000

Pay

Mexican Interbank
Deposit Rate

9.08

8/6/13

426,325

Citigroup
Global Markets

THB
69,000

Pay

6-month
THBFIX

3.40

1/14/15

85,178

Credit Suisse
First Boston

MXN
42,000

Pay

Mexican Interbank
Deposit Rate

6.24

7/31/15

88,349

Credit Suisse
First Boston

MXN
45,000

Pay

Mexican Interbank
Deposit Rate

5.84

10/1/15

30,735

Credit Suisse
First Boston

PLN
10,000

Pay

6-month
PLN WIBOR

5.17

6/15/12

36,765

Deutsche Bank

PLN
5,400

Pay

6-month
PLN WIBOR

4.85

4/23/14

31,167

Deutsche Bank

PLN
3,100

Pay

6-month
PLN WIBOR

5.11

4/23/17

20,560

HSBC
Bank USA

THB
262,000

Pay

6-month
THBFIX

2.67

10/21/15

(54,571

)

HSBC
Bank USA

THB
94,300

Pay

6-month
THBFIX

3.26

8/19/20

(39,908

)

JPMorgan
Chase Bank

BRL
4,252

Pay

Brazilian Interbank
Deposit Rate

9.67

1/3/11

5,522

JPMorgan
Chase Bank

BRL
41,183

Pay

Brazilian Interbank
Deposit Rate

11.41

7/2/12

(86,034

)

JPMorgan
Chase Bank

MXN
50,500

Pay

Mexican Interbank
Deposit Rate

5.31

9/19/12

25,890

JPMorgan
Chase Bank

PLN
16,600

Pay

6-month
PLN WIBOR

4.75

10/11/13

(30,858

)

JPMorgan
Chase Bank

PLN
16,200

Pay

6-month
PLN WIBOR

4.93

10/13/17

(87,366

)

JPMorgan
Chase Bank

PLN
9,900

Pay

6-month
PLN WIBOR

4.91

10/11/18

(74,743

)

JPMorgan
Chase Bank

THB
108,000

Pay

6-month
THBFIX

3.22

10/21/20

(74,438

)

JPMorgan
Chase Bank

ZAR
36,500

Pay

3-month
JIBOR

9.05

10/12/15

533,679

931,823

BRL - Brazilian Real

ILS - Israeli Shekel

MXN - Mexican Peso

MYR - Malaysian Ringgit

PLN - Polish Zloty

THB - Thailand Baht

ZAR - South African Rand

Credit Default Swaps — Sell Protection

Current

Notional

Contract

Market

Net

Amount*

Annual

Unrealized

Reference

(000’s

Fixed

Termination

Fixed

Appreciation

Entity

Counterparty

omitted)

Rate**

Date

Rate***

(Depreciation)

Iceland

JPMorgan Chase Bank

500

1.75%

3/20/18

2.82

(30,649

)

Iceland

JPMorgan Chase Bank

200

2.10

3/20/23

2.48

(5,983

)

Iceland

JPMorgan Chase Bank

200

2.45

3/20/23

2.48

Mexico

Citigroup Global Markets

1,220

1.00⁽¹⁾

12/20/10

0.46

1,855

South Africa

Bank of America

775

1.00⁽¹⁾

12/20/15

1.18

478

South Africa

Barclays Bank PLC

565

1.00⁽¹⁾

12/20/15

1.18

1,162

South Africa

Credit Suisse

840

1.00⁽¹⁾

12/20/15

1.18

11,740

South Africa

Credit Suisse

775

1.00⁽¹⁾

12/20/15

1.18

1,604

South Africa

Deutsche Bank

500

1.00⁽¹⁾

9/20/15

1.15

8,711

South Africa

Deutsche Bank

610

1.00⁽¹⁾

12/20/15

1.18

1,255

South Africa

Goldman Sachs, Inc.

815

1.00⁽¹⁾

12/20/15

1.18

2,069

South Africa

JPMorgan Chase Bank

1,500

1.00⁽¹⁾

9/20/15

1.15

12,460

4,735

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

758

Austria

Barclays Bank PLC

200

1.42

3/20/14

(6,056

)

Brazil

Bank of America

350

1.00⁽¹⁾

6/20/20

(5,250

)

Brazil

Bank of America

825

1.00⁽¹⁾

6/20/20

(20,007

)

Brazil

Bank of America

883

1.00⁽¹⁾

12/20/20

(13,303

)

Brazil

Bank of America

387

1.00⁽¹⁾

12/20/20

(5,511

)

Brazil

Bank of America

120

1.00⁽¹⁾

12/20/20

(1,516

)

Brazil

Barclays Bank PLC

450

1.65

9/20/19

(15,375

)

Emerging Markets Local Income Portfolio as of October 31, 2010

NOTES TO CONSOLIDATED 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)

Brazil	Barclays Bank PLC	$	770	1.00%⁽¹⁾		12/20/20	$	(12,279	)


Brazil	Citigroup Global Markets		190	1.00⁽¹⁾		12/20/20		(2,480	)


Brazil	Deutsche Bank		1,600	1.00⁽¹⁾		12/20/20		(2,240	)


Brazil	Deutsche Bank		190	1.00⁽¹⁾		12/20/20		(3,265	)


Brazil	HSBC Bank USA		160	1.00⁽¹⁾		12/20/20		(2,088	)


Brazil	Standard Chartered		150	1.00⁽¹⁾		12/20/20		(1,958	)


Egypt	Bank of America		550	1.00⁽¹⁾		9/20/15		3,010


Egypt	Barclays Bank PLC		125	1.00⁽¹⁾		6/20/15		1,342


Egypt	Citigroup Global Markets		100	1.00⁽¹⁾		6/20/20		(674	)


Egypt	Citigroup Global Markets		100	1.00⁽¹⁾		6/20/20		(135	)


Egypt	Deutsche Bank		100	1.00⁽¹⁾		6/20/15		(1,006	)


Egypt	Deutsche Bank		150	1.00⁽¹⁾		6/20/15		(287	)


Egypt	Deutsche Bank		100	1.00⁽¹⁾		6/20/15		(820	)


Egypt	Deutsche Bank		250	1.00⁽¹⁾		6/20/15		2,785


Egypt	Deutsche Bank		125	1.00⁽¹⁾		9/20/15		(972	)


Egypt	Deutsche Bank		930	1.00⁽¹⁾		12/20/15		(6,474	)


Egypt	Deutsche Bank		50	1.00⁽¹⁾		6/20/20		(93	)


Egypt	Deutsche Bank		100	1.00⁽¹⁾		6/20/20		(200	)


Egypt	JPMorgan Chase Bank		100	1.00⁽¹⁾		6/20/15		(896	)


Greece	Citigroup Global Markets		225	1.00⁽¹⁾		6/20/15		24,212


Guatemala	Citigroup Global Markets		458	1.00⁽¹⁾		9/20/20		(4,922	)


Kazakhstan	Citigroup Global Markets		150	1.00⁽¹⁾		6/20/15		(480	)


Kazakhstan	Deutsche Bank		150	1.00⁽¹⁾		6/20/15		(418	)


Lebanon	Barclays Bank PLC		200	1.00⁽¹⁾		12/20/14		1,181


Lebanon	Citigroup Global Markets		250	3.30		9/20/14		(5,294	)


Lebanon	Citigroup Global Markets		150	1.00⁽¹⁾		12/20/14		1,078


Lebanon	Citigroup Global Markets		100	1.00⁽¹⁾		12/20/14		591


Lebanon	Citigroup Global Markets		200	1.00⁽¹⁾		12/20/14		989


Lebanon	Credit Suisse		300	1.00⁽¹⁾		3/20/15		3,758


Lebanon	Credit Suisse		100	1.00⁽¹⁾		3/20/15		1,217


Lebanon	Credit Suisse		350	1.00⁽¹⁾		12/20/15		426


Lebanon	Credit Suisse		1,000	1.00⁽¹⁾		12/20/15		1,021


Lebanon	Deutsche Bank		100	1.00⁽¹⁾		3/20/15		1,695


Lebanon	Deutsche Bank		865	1.00⁽¹⁾		12/20/15		(2,349	)


Malaysia	Bank of America		200	0.83		12/20/14		(2,059	)


Malaysia	Barclays Bank PLC		300	2.40		3/20/14		(19,758	)


Malaysia	Barclays Bank PLC		400	0.82		12/20/14		(3,949	)


Malaysia	Citigroup Global Markets		300	2.45		3/20/14		(20,280	)


Philippines	Bank of America		700	1.00⁽¹⁾		12/20/15		(5,649	)


Philippines	Barclays Bank PLC		500	1.70		12/20/14		(13,336	)


Philippines	Barclays Bank PLC		300	1.84		12/20/14		(9,749	)


Philippines	Barclays Bank PLC		100	1.85		12/20/14		(3,291	)


Philippines	Barclays Bank PLC		142	1.00⁽¹⁾		3/20/15		(2,849	)


Philippines	Citigroup Global Markets		200	1.84		12/20/14		(6,499	)


Philippines	Citigroup Global Markets		100	1.86		12/20/14		(3,333	)


Philippines	Deutsche Bank		150	1.00⁽¹⁾		3/20/15		(3,340	)


Philippines	HSBC Bank USA		600	1.00⁽¹⁾		9/20/15		(8,378	)


Philippines	JPMorgan Chase Bank		400	1.69		12/20/14		(10,502	)


Philippines	JPMorgan Chase Bank		142	1.00⁽¹⁾		3/20/15		(2,849	)


Russia	Bank of America		540	1.00⁽¹⁾		6/20/15		(18,598	)


Russia	Bank of America		860	1.00⁽¹⁾		12/20/20		(7,690	)


Russia	Barclays Bank PLC		500	1.00⁽¹⁾		12/20/20		(4,077	)


Russia	Citigroup Global Markets		100	1.00⁽¹⁾		6/20/15		229


Russia	Credit Suisse		200	1.00⁽¹⁾		3/20/15		349


Russia	Credit Suisse		300	1.00⁽¹⁾		6/20/15		924


Russia	Deutsche Bank		490	1.00⁽¹⁾		12/20/20		(4,381	)


South Africa	Bank of America		300	1.00⁽¹⁾		12/20/19		(3,734	)


South Africa	Bank of America		775	1.00⁽¹⁾		12/20/20		(3,029	)


South Africa	Barclays Bank PLC		300	1.00⁽¹⁾		12/20/19		(5,717	)


South Africa	Barclays Bank PLC		100	1.00⁽¹⁾		3/20/20		(624	)


South Africa	Barclays Bank PLC		565	1.00⁽¹⁾		12/20/20		(2,127	)


South Africa	Citigroup Global Markets		150	1.00⁽¹⁾		12/20/19		(3,865	)


South Africa	Citigroup Global Markets		100	1.00⁽¹⁾		3/20/20		(2,726	)


South Africa	Credit Suisse		100	1.00⁽¹⁾		3/20/20		(1,877	)


South Africa	Credit Suisse		100	1.00⁽¹⁾		3/20/20		(986	)


South Africa	Credit Suisse		775	1.00⁽¹⁾		12/20/20		(4,942	)


South Africa	Credit Suisse		840	1.00⁽¹⁾		12/20/20		(15,525	)


South Africa	Deutsche Bank		500	1.00⁽¹⁾		9/20/20		(11,171	)


South Africa	Deutsche Bank		610	1.00⁽¹⁾		12/20/20		(3,297	)


South Africa	Goldman Sachs, Inc.		815	1.00⁽¹⁾		12/20/20		(5,072	)


South Africa	JPMorgan Chase Bank		100	1.00⁽¹⁾		12/20/19		(3,977	)


South Africa	JPMorgan Chase Bank		100	1.00⁽¹⁾		12/20/19		(2,815	)


South Africa	JPMorgan Chase Bank		100	1.00⁽¹⁾		3/20/20		(2,657	)


South Africa	JPMorgan Chase Bank		100	1.00⁽¹⁾		3/20/20		(1,058	)


South Africa	JPMorgan Chase Bank		100	1.00⁽¹⁾		3/20/20		(914	)


Spain	Barclays Bank PLC		167	1.00⁽¹⁾		9/20/20		(923	)


Spain	Barclays Bank PLC		690	1.00⁽¹⁾		12/20/20		(8,547	)


Spain	Barclays Bank PLC		700	1.00⁽¹⁾		12/20/20		(7,311	)


Spain	Barclays Bank PLC		300	1.00⁽¹⁾		12/20/20		(3,246	)


Spain	Citigroup Global Markets		300	1.00⁽¹⁾		3/20/20		10,273


Spain	Citigroup Global Markets		300	1.00⁽¹⁾		3/20/20		18,450


Spain	Deutsche Bank		300	1.00⁽¹⁾		3/20/20		18,880


Spain	Deutsche Bank		300	1.00⁽¹⁾		3/20/20		10,273


Spain	Deutsche Bank		550	1.00⁽¹⁾		6/20/20		11,469


Spain	Deutsche Bank		3,265	1.00⁽¹⁾		12/20/20		8,437


Spain	Deutsche Bank		670	1.00⁽¹⁾		12/20/20		(8,299	)

Emerging Markets Local Income Portfolio as of October 31, 2010

NOTES TO CONSOLIDATED 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)

Spain

Goldman Sachs, Inc.

193

1.00%⁽¹⁾

9/20/20

(1,464

)

Thailand

Barclays Bank PLC

400

0.97

9/20/19

2,175

Thailand

Citigroup Global Markets

400

0.86

12/20/14

(1,665

)

Thailand

Citigroup Global Markets

200

0.95

9/20/19

1,409

Thailand

JPMorgan Chase Bank

200

0.87

12/20/14

(916

)

Uruguay

Citigroup Global Markets

100

1.00⁽¹⁾

6/20/20

(171

)

Uruguay

Deutsche Bank

100

1.00⁽¹⁾

6/20/20

Banco Comercial
Portugues, S.A.

JPMorgan Chase Bank

110

1.00⁽¹⁾

3/20/15

12,888

Banco de
Sabadell, S.A.

JPMorgan Chase Bank

110

3.00⁽¹⁾

3/20/15

1,226

Citibank Corp.

Bank of America

490

1.00⁽¹⁾

9/20/20

(13,706

)

Citibank Corp.

JPMorgan Chase Bank

490

1.00⁽¹⁾

9/20/20

(15,497

)

Erste Group Bank AG

Barclays Bank PLC

110

1.00⁽¹⁾

3/20/15

(172

)

ING Verzekeringen N.V.

JPMorgan Chase Bank

110

1.00⁽¹⁾

3/20/15

2,909

OAO Gazprom

Barclays Bank PLC

150

1.00⁽¹⁾

6/20/15

(2,009

)

OAO Gazprom

Deutsche Bank

100

1.00⁽¹⁾

9/20/20

(1,550

)

OAO Gazprom

Deutsche Bank

100

1.00⁽¹⁾

9/20/20

(1,174

)

OAO Gazprom

Deutsche Bank

150

1.00⁽¹⁾

6/20/15

(2,067

)

OAO Gazprom

Goldman Sachs, Inc.

390

1.00⁽¹⁾

9/20/20

(7,181

)

OAO Gazprom

Goldman Sachs, Inc.

100

1.00⁽¹⁾

9/20/20

(1,244

)

Rabobank Nederland N.V.

JPMorgan Chase Bank

110

1.00⁽¹⁾

3/20/15

Raiffeisen Zentralbank

Barclays Bank PLC

110

1.00⁽¹⁾

3/20/15

(1,271

)

iTraxx Europe Subordinated
Financials 5-Year Index

Citigroup Global Markets

EUR
100

1.00⁽¹⁾

12/20/15

iTraxx Europe Subordinated
Financials 5-Year Index

Credit Suisse

EUR
1,150

1.00⁽¹⁾

12/20/15

1,774

iTraxx Europe Subordinated
Financials 5-Year Index

Goldman Sachs, Inc.

EUR
200

1.00⁽¹⁾

12/20/15

iTraxx Europe Subordinated
Financials 5-Year Index

JPMorgan Chase Bank

EUR
400

1.00⁽¹⁾

12/20/15

391

(275,164

)


*		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, 2010, such maximum potential amount for all open credit default swaps in which the Portfolio is the seller was $8,500,000.

**		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.

EUR - Euro

Written currency call options activity for the year ended October 31, 2010 was as follows:


	Principal Amount of
	Contracts	Premiums
	(000’s omitted)	Received

Outstanding, beginning of year	JPY 170,000	$	21,790
Options expired	JPY (170,000)		(21,790	)


Outstanding, end of year	—	$	—

JPY - Japanese Yen

At October 31, 2010, the Portfolio had sufficient cash and/or securities to cover commitments under these contracts.

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

Credit Risk: The Portfolio enters 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 enters 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. The Portfolio also enters into options on an equity index to enhance return.

Foreign Exchange Risk: The Portfolio engages in forward foreign currency exchange contracts and currency options to enhance return, to hedge against fluctuations in currency exchange rates, to manage certain investment risks and/or as a substitute for the purchase or sale of securities or currencies.

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 enters into interest rate and cross-currency swap contracts. The Portfolio also enters into interest rate swap agreements to enhance return or as a substitution for the purchase or sale of securities. The Portfolio also purchases and sells U.S. Treasury and foreign debt futures contracts to hedge against changes in interest rates.

Emerging Markets Local Income Portfolio as of October 31, 2010

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONT’D

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, 2010, the fair value of derivatives with credit-related contingent features in a net liability position was $953,137. The aggregate fair value of assets pledged as collateral by the Portfolio for such liability was $874,930 at October 31, 2010.

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, 2010, the maximum amount of loss the Portfolio would incur due to counterparty risk was $4,355,100, representing the fair value of such derivatives in an asset position, with the highest amount from any one counterparty being $789,847. Such maximum amount would be reduced by any unamortized upfront payments received by the Portfolio. 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, 2010, the maximum amount of loss the Portfolio would incur due to counterparty risk would be reduced by approximately $2,854,000 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, 2010 was as follows:


	Fair Value
Consolidated Statement of						Foreign			Interest
Assets and Liabilities Caption	Credit			Equity		Exchange			Rate

Unaffiliated investments, at value	$	—		$	483,760	$	245,155		$	—
Net unrealized appreciation		—			—		—			38,408	*
Receivable for open and closed forward foreign currency exchange contracts		—			—		1,828,460			—
Receivable for open swap contracts		187,644			—		—			1,610,081


Total Asset Derivatives	$	187,644		$	483,760	$	2,073,615		$	1,648,489


Net unrealized appreciation	$	—		$	—	$	—		$	(39,021	)*
Payable for open and closed forward foreign currency exchange contracts		—			—		(2,670,776	)		—
Payable for open swap contracts		(458,073	)		—		—			(678,258	)


Total Liability Derivatives	$	(458,073	)	$	—	$	(2,670,776	)	$	(717,279	)


*		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 Consolidated 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 Consolidated Statement of Operations by risk exposure for the year ended October 31, 2010 was as follows:


Consolidated Statement of							Foreign			Interest
Operations Caption	Credit			Equity			Exchange			Rate

Net realized gain (loss) —
Investment transactions	$	—		$	—		$	(20,625	)	$	—
Financial futures contracts		—			—			—			2,553
Swap contracts		(185,683	)		(39,554	)		—			(162,731	)
Written options		—			—			21,790			—
Foreign currency and forward foreign currency exchange contract transactions		—			—			4,745,675			—


Total	$	(185,683	)	$	(39,554	)	$	4,746,840		$	(160,178	)


Change in unrealized appreciation (depreciation) —
Investments	$	—		$	(22,227	)	$	(326,423	)	$	—
Financial futures contracts		—			—			—			4,278
Swap contracts		(110,332	)		5,990			—			825,051
Written options		—			—			(12,895	)		—
Foreign currency and forward foreign currency exchange contracts		—			—			157,828			—


Total	$	(110,332	)	$	(16,237	)	$	(181,490	)	$	829,329

The average notional amounts of futures contracts, forward foreign currency exchange contracts and swap contracts outstanding during the year ended October 31,

Emerging Markets Local Income Portfolio as of October 31, 2010

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONT’D

2010, which are indicative of the volume of these derivative types, were approximately $4,480,000, $130,721,000 and $55,773,000, respectively.

The average principal amount of purchased currency option contracts and average number of purchased index option contracts outstanding during the year ended October 31, 2010, which are indicative of the volume of these derivative types, were approximately $7,858,000 and 1,256 contracts, respectively.

6 Line of Credit

7 Risks 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.

8 Fair Value Measurements


•	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, 2010, the inputs used in valuing the Portfolio’s investments, which are carried at value, were as follows:


	Quoted
	Prices in
	Active		Significant
	Markets for		Other		Significant
	Identical		Observable		Unobservable
	Assets		Inputs		Inputs

Asset Description	(Level 1)		(Level 2)		(Level 3)		Total

Foreign Government Bonds	$	—	$	245,188,980	$	—	$	245,188,980
Collateralized Mortgage Obligations		—		5,684,080		—		5,684,080
Mortgage Pass-Throughs		—		32,363,730		—		32,363,730
U.S. Government Agency Obligations		—		7,798,905		—		7,798,905
U.S. Treasury Obligations		—		10,569,270		—		10,569,270
Precious Metals		2,740,335		—		—		2,740,335
Currency Options Purchased		—		245,155		—		245,155
Put Options Purchased		—		483,760		—		483,760
Short-Term — Foreign Government Securities		—		65,686,000		—		65,686,000
Short-Term — Other Securities		—		29,852,252		—		29,852,252


Total Investments	$	2,740,335	$	397,872,132	$	—	$	400,612,467

Emerging Markets Local Income Portfolio as of October 31, 2010

NOTES TO CONSOLIDATED 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

Forward Foreign Currency Exchange Contracts	$	—		$	1,828,460		$	—	$	1,831,817
Swap Contracts		—			1,797,725			—		1,797,725
Futures Contracts		38,408			—			—		38,408


Total	$	38,408		$	3,626,185		$	—	$	3,667,950



Liability Description


Forward Foreign Currency Exchange Contracts	$	—		$	(2,670,776	)	$	—	$	(2,670,776	)
Swap Contracts		—			(1,136,331	)		—		(1,136,331	)
Futures Contracts		(39,021	)		—			—		(39,021	)


Total	$	(39,021	)	$	(3,807,107	)	$	—	$	(3,846,128	)

The Portfolio held no investments or other financial instruments as of October 31, 2009 whose fair value was determined using Level 3 inputs.

Emerging Markets Local Income Portfolio as of October 31, 2010

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Trustees and Investors of Emerging

Markets Local Income Portfolio:

We have audited the accompanying consolidated statement of assets and liabilities of Emerging Markets Local Income Portfolio and subsidiary (the “Portfolio”), including the consolidated portfolio of investments, as of October 31, 2010, and the related consolidated statement of operations for the year then ended, the consolidated statements of changes in net assets for each of the two years in the period then ended, and the consolidated supplementary data for each of the three years in the period then ended and the period from the start of business, June 27, 2007, to October 31, 2007. These consolidated financial statements and consolidated supplementary data are the responsibility of the Portfolio’s management. Our responsibility is to express an opinion on these consolidated financial statements and consolidated 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 consolidated financial statements and consolidated 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, 2010, 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 consolidated financial statements and consolidated supplementary data referred to above present fairly, in all material respects, the financial position of Emerging Markets Local Income Portfolio and subsidiary as of October 31, 2010, the results of their operations for the year then ended, the changes in their 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, 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 27, 2010

Eaton Vance Emerging Markets Local Income Fund

BOARD OF TRUSTEES’ CONTRACT APPROVAL

Overview of the Contract Review Process

Information about Fees, Performance and Expenses


	•	An independent report comparing the advisory and related fees paid by each fund with fees paid by comparable funds;
	•	An independent report comparing each fund’s total expense ratio and its components to comparable funds;
	•	An independent report comparing the investment performance of each fund (including yield where relevant) to the investment performance of comparable funds over various time periods;
	•	Data regarding investment performance in comparison to relevant peer groups of similarly managed funds and appropriate indices;
	•	For each fund, comparative information concerning the fees charged and the services provided by each adviser in managing other mutual funds and institutional accounts using investment strategies and techniques similar to those used in managing such fund;
	•	Profitability analyses for each adviser with respect to each fund;

Information about Portfolio Management


	•	Descriptions of the investment management services provided to each fund, including the investment strategies and processes employed, and any changes in portfolio management processes and personnel;
	•	Information concerning the allocation of brokerage and the benefits received by each adviser as a result of brokerage allocation, including information concerning the acquisition of research through “soft dollar” benefits received in connection with the funds’ brokerage, and the implementation of a soft dollar reimbursement program established with respect to the funds;
	•	Data relating to portfolio turnover rates of each fund;
	•	The procedures and processes used to determine the fair value of fund assets and actions taken to monitor and test the effectiveness of such procedures and processes;

Information about each Adviser


	•	Reports detailing the financial results and condition of each adviser;
	•	Descriptions of the qualifications, education and experience of the individual investment professionals whose responsibilities include portfolio management and investment research for the funds, and information relating to their compensation and responsibilities with respect to managing other mutual funds and investment accounts;
	•	Copies of the Codes of Ethics of each adviser and its affiliates, together with information relating to compliance with and the administration of such codes;
	•	Copies of or descriptions of each adviser’s policies and procedures relating to proxy voting, the handling of corporate actions and class actions;
	•	Information concerning the resources devoted to compliance efforts undertaken by each adviser and its affiliates on behalf of the funds (including descriptions of various compliance programs) and their record of compliance with investment policies and restrictions, including policies with respect to market-timing, late trading and selective portfolio disclosure, and with policies on personal securities transactions;
	•	Descriptions of the business continuity and disaster recovery plans of each adviser and its affiliates;
	•	A description of Eaton Vance Management’s procedures for overseeing third party advisers and sub-advisers;

Other Relevant Information


	•	Information concerning the nature, cost and character of the administrative and other non-investment management services provided by Eaton Vance Management and its affiliates;
	•	Information concerning management of the relationship with the custodian, subcustodians and fund accountants by each adviser or the funds’ administrator; and
	•	The terms of each advisory agreement.

Eaton Vance Emerging Markets Local Income Fund

BOARD OF TRUSTEES’ CONTRACT APPROVAL CONT’D

Results of the Process

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 to 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. 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 methods 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).

Eaton Vance Emerging Markets Local Income Fund

BOARD OF TRUSTEES’ CONTRACT APPROVAL CONT’D

trading, frequent trading, portfolio valuation, business continuity and the allocation of investment opportunities. The Board also evaluated the responses of EVM and its affiliates in recent years to requests from regulatory authorities such as the Securities and Exchange Commission and the Financial Industry Regulatory Authority.

Fund Performance

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 management fees and the Fund’s total expense ratio for the year ended September 30, 2009, as compared to a group of similarly managed funds selected by an independent data provider. The Board also considered factors that had an impact on Fund expense ratios, as identified by management in response to inquiries from the Contract Review Committee, as well as actions being taken to reduce expenses at the fund complex level. In considering the Fund’s total expense ratio and management fees, the Board noted the impact of the Fund’s use of leverage. The Board also considered the fact that EVM 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 EVM and BMR, the Board concluded that the management fees charged for advisory and related services are reasonable.

Profitability

The Board reviewed the level of profits realized by the Adviser and relevant affiliates thereof 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 in connection with its relationship with the Fund and Portfolio, including the benefits of research services that may be available to the Adviser as a result of securities transactions effected for the Fund and 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 and the Portfolio, on the other hand, can expect to realize benefits from economies of scale as the assets of the Fund and the Portfolio increase. The Board acknowledged the difficulty in accurately measuring the benefits resulting from the economies of scale with respect to the management of any specific fund or group of funds. The Board reviewed data summarizing the increases and decreases in the assets of the Fund and of all Eaton Vance Funds as a group over various time periods, and evaluated the extent to which the total expense ratio of the Fund and the profitability of the Adviser and its affiliates may have been affected by such increases or decreases. The Board noted the structure of the advisory fee, which includes breakpoints at several asset levels both at the Fund and the Portfolio level. 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.

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

Principal Occupation(s)

in Fund Complex

Name and

Trust and

Length of

During Past Five Years and

Overseen By

Other Directorships Held

Year of Birth

the Portfolio

Service

Other Relevant Experience

Trustee⁽¹⁾

During the Last Five Years⁽²⁾

Interested Trustee

Thomas E. Faust Jr.
1958

Trustee and
President of
the Trust

Trustee since 2007 and President of the Trust since 2002

184

Director of EVC.

Noninterested Trustees

Benjamin C. Esty
1963

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.

184

None

Allen R. Freedman
1940

Trustee

Since 2007

184

Director of Assurant, Inc. (insurance provider) and Stonemor Partners, L.P. (owner and operator of cemeteries).

William H. Park
1947

Trustee

Of the Trust since 2003 and of the Portfolio since 2007

184

None

Ronald A. Pearlman
1940

Trustee

Of the Trust since 2003 and of the Portfolio since 2007

184

None

Helen Frame Peters
1948

Trustee

Since 2008

184

Eaton Vance Emerging Markets Local Income Fund

MANAGEMENT AND ORGANIZATION CONT’D

Position(s)

Term of

Number of Portfolios

with the

Office and

Principal Occupation(s)

in Fund Complex

Name and

Trust and

Length of

During Past Five Years and

Overseen By

Other Directorships Held

Year of Birth

the Portfolio

Service

Other Relevant Experience

Trustee⁽¹⁾

During the Last Five Years⁽²⁾

Noninterested Trustees (continued)

Lynn A. Stout
1957

Trustee

Of the Trust since 1998 and of the Portfolio since 2007

184

None

Ralph F. Verni
1943

Chairman of
the Board
and Trustee

Chairman of the Board and Trustee of the Portfolio since 2007 and Trustee of the Trust since 2005

184

None

Principal Officers who are not Trustees


	Position(s)	Term of
	with the	Office and
Name and	Trust and	Length of	Principal Occupation(s)
Year of Birth	the Portfolio	Service	During Past Five Years


William H. Ahern, Jr. 1959	Vice President of the Trust	Since 1995	Vice President of EVM and BMR. Officer of 80 registered investment companies managed by EVM or BMR.

John R. Baur 1970	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 was an Account Team Representative in Singapore for Applied Materials, Inc. Officer of 37 registered investment companies managed by EVM or BMR.

Maria C. Cappellano 1967	Vice President of the Trust	Since 2009	Vice President of EVM and BMR. Officer of 49 registered investment companies managed by EVM or BMR.

Michael A. Cirami 1975	Vice President	Of the Trust since 2008 and of the Portfolio since 2007	Vice President of EVM and BMR. Officer of 37 registered investment companies managed by EVM or BMR.

Cynthia J. Clemson 1963	Vice President of the Trust	Since 2005	Vice President of EVM and BMR. Officer of 96 registered investment companies managed by EVM or BMR.

John H. Croft 1962	Vice President of the Trust	Since 2010	Vice President of EVM and BMR. Officer of 38 registered investment companies managed by EVM or BMR.

Charles B. Gaffney 1972	Vice President of the Trust	Since 2007	Director of Equity Research and a Vice President of EVM and BMR. Officer of 33 registered investment companies managed by EVM or BMR.

Christine M. Johnston 1972	Vice President	Since 2007	Vice President of EVM and BMR. Officer of 40 registered investment companies managed by EVM or BMR.

Aamer Khan 1960	Vice President of the Trust	Since 2005	Vice President of EVM and BMR. Officer of 36 registered investment companies managed by EVM or BMR.

Thomas H. Luster 1962	Vice President of the Trust	Since 2006	Vice President of EVM and BMR. Officer of 55 registered investment companies managed by EVM or BMR.

Jeffrey A. Rawlins 1961	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 33 registered investment companies managed by EVM or BMR.

Duncan W. Richardson 1957	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.

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)
Year of Birth	the Portfolio	Service	During Past Five Years


Principal Officers who are not Trustees (continued)

Judith A. Saryan 1954	Vice President of the Trust	Since 2003	Vice President of EVM and BMR. Officer of 54 registered investment companies managed by EVM or BMR.

Susan Schiff 1961	Vice President	Of the Trust since 2002 and of the Portfolio since 2007	Vice President of EVM and BMR. Officer of 38 registered investment companies managed by EVM or BMR.

Thomas Seto 1962	Vice President of the Trust	Since 2007	Vice President and Director of Portfolio Management of Parametric. Officer of 33 registered investment companies managed by EVM or BMR.

David M. Stein 1951	Vice President of the Trust	Since 2007	Managing Director and Chief Investment Officer of Parametric. Officer of 33 registered investment companies managed by EVM or BMR.

Eric A. Stein 1980	Vice President of the Trust	Since 2009	Vice President of EVM and BMR. Originally joined EVM in July 2002. Prior to re-joining EVM in September 2008, Mr. Stein worked at the Federal Reserve Bank of New York (2007-2008) and attended business school in Chicago, Illinois. Officer of 34 registered investment companies managed by EVM or BMR.

Dan R. Strelow 1959	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 33 registered investment companies managed by EVM or BMR.

Mark S. Venezia 1949	Vice President of the Trust and President of the Portfolio	Since 2007	Vice President of EVM and BMR. Officer of 40 registered investment companies managed by EVM or BMR.

Adam A. Weigold 1975	Vice President of the Trust	Since 2007	Vice President of EVM and BMR. Officer of 73 registered investment companies managed by EVM or BMR.

Barbara E. Campbell 1957	Treasurer	Treasurer of the Trust since 2005 and of the Portfolio since 2008	Vice President of EVM and BMR. Officer of 184 registered investment companies managed by EVM or BMR.

Maureen A. Gemma 1960	Secretary and Chief Legal Officer	Secretary since 2007 and Chief Legal Officer since 2008	Vice President of EVM and BMR. Officer of 184 registered investment companies managed by EVM or BMR.

Paul M. O’Neil 1953	Chief Compliance Officer	Of the Trust since 2004 and of the Portfolio since 2007	Vice President of EVM and BMR. Officer of 184 registered investment companies managed by EVM or BMR.


(1)		Includes both master and feeder funds in a master-feeder structure.

(2)		During their respective tenures, the Trustees also served as trustees of one or more of the following Eaton Vance funds (which operated in the years noted): Eaton Vance Credit Opportunities Fund (launched in 2005 and terminated in 2010); Eaton Vance Insured Florida Plus Municipal Bond Fund (launched in 2002 and terminated in 2009); and Eaton Vance National Municipal Income Fund (launched in 1998 and terminated in 2009).

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

BNY Mellon Asset 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


3040-12/10	EMISRC

IMPORTANT NOTICES


	•	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.

Eaton Vance Floating-Rate Fund as of October 31, 2010

MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE

Scott H. Page, CFA
Co-Portfolio Manager

Craig P. Russ
Co-Portfolio Manager

Economic and Market Conditions

•

The bank loan market continued to recover from its 2008 lows for most of the 12-month period ending October 31, 2010. In spite of a small negative return during the April-June quarter, the market, as measured by the S&P/ LSTA Leveraged Loan Index¹ (the Index), produced double-digit performance for the year. The market’s recovery was driven by stronger demand and greater liquidity in the marketplace, along with improved corporate fundamentals.

•		The market’s healthier tone was attributed to receding fears over deflation and a possible double-dip recession in the U.S. As a result, investors in search of yield began to take on incremental credit risk, evidenced by improved inflows into high-yield bond and bank loan mutual funds. These greater inflows led to more robust demand in the secondary market, as well as increased refinancing activity, bond-for-loan takeouts, and a general improvement in the over-all tone of the market—all of which contributed to tighter credit spreads and higher prices for bank loans. Importantly, and in contrast to other fixed-income sectors, bank loan credit spreads remained above their historical average levels over the London Interbank Offered Rate (LIBOR).

•		Bank loan issuer fundamentals, which have been improving for the past several quarters, continued this trend into the latter months of the fiscal year. Corporate operating earnings growth was up 12.1% in the second calendar quarter of 2010 for public filers in the Index—the fourth consecutive quarter of such increases. Ratings downgrades and new defaults have also diminished to more modest levels, providing additional evidence of fundamental improvements. We believe default rates will continue to decline moderately as older defaults fall off of the rolling 12-month figures and are replaced by fewer new defaults.

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 444 borrowers in 37 industries as of October 31, 2010, with an average loan representing 0.20% of total investments, and no industry constituted more than 10.7% of total investments. Health care, cable and satellite television, and business equipment and services were among the top industry weightings. The Fund’s loans were primarily senior, secured loans to companies with average revenues exceeding $1 billion.

•		For the year ending October 31, 2010, the Fund underperformed the Index, primarily as a result of strong performance in the riskier end of the market.


Total Return Performance
10/31/09 — 10/31/10

Advisers Class³	10.08	%
Class A³	10.00
Class B³	9.17
Class C³	9.29
Class I³	10.34
S&P/LSTA Leveraged Loan Index¹	11.91

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 at net asset value. During the period, Advisers Class, Class A and Class I shares were subject to a 1% redemption fee if redeemed or exchanged within 90 days of the settlement of purchase. Effective January 1, 2011, Advisers Class, Class A and Class I shares will no longer be subject to a redemption fee.

Eaton Vance Floating-Rate Fund as of October 31, 2010

MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE

•		During the period, the Fund continued to maintain smaller allocations to very large lower-quality loans—notably, some significant issues that came to market in 2007—than did the Index. This underweighting detracted from performance because the price of these issues rallied more than the overall market as investors sought higher discount opportunities. The Fund’s lower allocation to B-rated loans, which rallied the most after the May/June volatility, also detracted from relative performance during the summer months, as did an underweight to CCC-rated loans earlier in the year. In addition, the Fund’s investments in European loans contributed positively to its performance during the period.

•		We continue to believe that the Fund is well positioned for the current market environment. The Fund invests broadly across the floating-rate loan market, providing shareholders with diversified exposure to the asset class.* The cornerstones of the Fund’s investment approach have always been—and continue to be—bottom-up credit research and dedication to diversification. This approach helps the Fund seek lower volatility relative to the overall loan market, while helping to contain risk in difficult credit environments.

Diversification cannot assure a profit or eliminate the risk of loss.

Portfolio Composition


Top 10 Holdings¹

By total investments

Community Health Systems, Inc.	1.2	%
SunGard Data Systems, Inc.	1.1
Charter Communications Operating, LLC	1.1
Aramark Corp.	1.1
UPC Broadband Holding B.V.	1.1
HCA, Inc.	1.0
Intelsat Corp.	1.0
INEOS Group	1.0
Reynolds Group Holdings, Inc.	0.8
Georgia-Pacific Corp.	0.8


¹		Top 10 Holdings represented 10.2% of the Portfolio’s total investments as of 10/31/10.


Top Five Industries²

By total investments

Health Care	10.7	%
Cable and Satellite Television	7.1
Business Equipment and Services	6.9
Chemicals and Plastics	5.0
Automotive	4.2


²		Industries are shown as a percentage of the Portfolio’s total investments as of 10/31/10.


Credit Quality Ratings for Total Loan Investments³

By total loan investments

Baa	2.6	%
Ba	47.2
B	35.1
Ca	0.2
Caa	2.5
Defaulted	0.4
Non-Rated	12.0


³		Ratings are based on Moody’s, S&P or Fitch, as applicable. Credit ratings are based largely on the rating agency’s investment analysis at the time of rating and the rating assigned to any particular security is not necessarily a reflection of 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. If securities are rated differently by the rating agencies, the higher rating is applied.

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.

Eaton Vance Floating-Rate Fund as of October 31, 2010

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 index of the institutional leveraged loan market. 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		10.08	%		10.00	%		9.17	%		9.29	%		10.34	%
Five Years		3.55			3.53			2.77			2.79			3.80
Life of Fund^†		3.71			3.81			2.93			2.95			3.98

SEC Average Annual Total Returns (including sales charge or applicable CDSC)
One Year		10.08	%		7.54	%		4.17	%		8.29	%		10.34	%
Five Years		3.55			3.05			2.45			2.79			3.80
Life of Fund^†		3.71			3.50			2.93			2.95			3.98


^†		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 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 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 purchase. During the period, Advisers Class, Class A and Class I shares were subject to a 1% redemption fee if redeemed or exchanged within 90 days of the settlement of purchase. Effective January 1, 2011, Advisers Class, Class A and Class I shares will no longer be subject to a redemption fee.


Total Annual	Advisers
Operating Expenses²	Class			Class A			Class B			Class C			Class I

Expense Ratio		1.12	%		1.12	%		1.88	%		1.87	%		0.87	%


²		Source: Prospectus dated 3/1/10.


*		Sources: Lipper Inc. Class B of the Fund commenced operations on 2/5/01. A $10,000 hypothetical investment at net asset value in Advisers Class on 2/7/01 (commencement of operations), Class A on 5/5/03 (commencement of operations), Class C on 2/1/01 (commencement of operations) and Class I on 1/30/01 (commencement of operations) would have been valued at $14,257, $13,235 ($12,938 at the maximum offering price), $13,274 and $14,634, respectively, on 10/31/10. 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.

Eaton Vance Floating-Rate Fund as of October 31, 2010

FUND EXPENSES

Eaton Vance Floating-Rate Fund


	Beginning Account Value		Ending Account Value		Expenses Paid During Period*
	(5/1/10)		(10/31/10)		(5/1/10 – 10/31/10)


Actual
Advisers Class		$1,000.00		$1,018.10		$5.24
Class A		$1,000.00		$1,017.10		$5.24
Class B		$1,000.00		$1,013.20		$9.03
Class C		$1,000.00		$1,013.20		$9.03
Class I		$1,000.00		$1,018.20		$3.92





Hypothetical
(5% return per year before expenses)
Advisers Class		$1,000.00		$1,020.00		$5.24
Class A		$1,000.00		$1,020.00		$5.24
Class B		$1,000.00		$1,016.20		$9.05
Class C		$1,000.00		$1,016.20		$9.05
Class I		$1,000.00		$1,021.30		$3.92


	*	Expenses are equal to the Fund’s annualized expense ratio of 1.03% for Advisers Class shares, 1.03% for Class A shares, 1.78% for Class B shares, 1.78% for Class C shares and 0.77% 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, 2010. The Example reflects the expenses of both the Fund and the Portfolio.

Eaton Vance Floating-Rate Fund as of October 31, 2010

FINANCIAL STATEMENTS

Statement of Assets and Liabilities


As of October 31, 2010

Assets

Investment in Floating Rate Portfolio, at value (identified cost, $5,084,121,726)	$	5,051,660,967
Receivable for Fund shares sold		141,724,404


Total assets	$	5,193,385,371


Liabilities

Payable for Fund shares redeemed	$	8,868,670
Distributions payable		7,278,535
Payable to affiliates:
Distribution and service fees		995,724
Administration fee		625,838
Trustees’ fees		42
Accrued expenses		494,376


Total liabilities	$	18,263,185


Net Assets	$	5,175,122,186


Sources of Net Assets

Paid-in capital	$	5,522,607,766
Accumulated net realized loss from Portfolio		(321,750,771	)
Accumulated undistributed net investment income		6,725,950
Net unrealized depreciation from Portfolio		(32,460,759	)


Total	$	5,175,122,186


Advisers Class Shares

Net Assets	$	432,169,391
Shares Outstanding		48,678,944
Net Asset Value, Offering Price and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	8.88


Class A Shares

Net Assets	$	1,160,014,357
Shares Outstanding		126,348,949
Net Asset Value and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	9.18
Maximum Offering Price Per Share
(100 ¸ 97.75 of net asset value per share)	$	9.39


Class B Shares

Net Assets	$	55,066,948
Shares Outstanding		6,212,546
Net Asset Value and Offering Price Per Share*
(net assets ¸ shares of beneficial interest outstanding)	$	8.86


Class C Shares

Net Assets	$	733,767,301
Shares Outstanding		82,743,120
Net Asset Value and Offering Price Per Share*
(net assets ¸ shares of beneficial interest outstanding)	$	8.87


Class I Shares

Net Assets	$	2,794,104,189
Shares Outstanding		314,597,998
Net Asset Value, Offering Price and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	8.88

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, 2010

Investment Income

Interest allocated from Portfolio	$	183,683,605
Dividends allocated from Portfolio		1,876
Expenses allocated from Portfolio		(20,819,568	)


Total investment income from Portfolio	$	162,865,913





Expenses

Administration fee	$	5,520,738
Distribution and service fees
Advisers Class		984,777
Class A		2,643,601
Class B		607,644
Class C		6,759,898
Trustees’ fees and expenses		500
Custodian fee		30,660
Transfer and dividend disbursing agent fees		2,280,916
Legal and accounting services		28,607
Printing and postage		257,228
Registration fees		253,516
Miscellaneous		27,107


Total expenses	$	19,395,192



Net investment income	$	143,470,721





Realized and Unrealized Gain (Loss) from Portfolio

Net realized gain (loss) —
Investment transactions	$	(59,273,019	)
Foreign currency and forward foreign currency exchange contract transactions		14,498,163


Net realized loss	$	(44,774,856	)


Change in unrealized appreciation (depreciation) —
Investments	$	245,292,616
Foreign currency and forward foreign currency exchange contracts		(6,191,806	)


Net change in unrealized appreciation (depreciation)	$	239,100,810



Net realized and unrealized gain	$	194,325,954



Net increase in net assets from operations	$	337,796,675

See notes to financial statements

Eaton Vance Floating-Rate Fund as of October 31, 2010

FINANCIAL STATEMENTS CONT’D

Statements of Changes in Net Assets


Increase (Decrease)	Year Ended			Year Ended
in Net Assets	October 31, 2010			October 31, 2009

From operations —
Net investment income	$	143,470,721		$	106,883,691
Net realized loss from investment transactions, swap contracts, and foreign currency and forward foreign currency exchange contract transactions		(44,774,856	)		(145,294,015	)
Net change in unrealized appreciation (depreciation) from investments, foreign currency and forward foreign currency exchange contracts		239,100,810			624,191,258


Net increase in net assets from operations	$	337,796,675		$	585,780,934


Distributions to shareholders —
From net investment income
Advisers Class	$	(18,124,913	)	$	(18,396,568	)
Class A		(48,272,617	)		(35,377,142	)
Class B		(2,411,259	)		(3,027,634	)
Class C		(26,202,988	)		(21,153,855	)
Class I		(68,947,107	)		(27,062,156	)


Total distributions to shareholders	$	(163,958,884	)	$	(105,017,355	)


Transactions in shares of beneficial interest —
Proceeds from sale of shares
Advisers Class	$	187,729,989		$	244,927,561
Class A		624,744,369			399,530,336
Class B		8,697,094			4,252,368
Class C		205,628,563			133,009,445
Class I		2,248,767,838			717,929,298
Net asset value of shares issued to shareholders in payment of distributions declared
Advisers Class		16,417,373			12,233,492
Class A		37,110,123			26,305,304
Class B		1,673,591			2,005,266
Class C		17,630,727			14,060,570
Class I		26,683,491			12,824,060
Cost of shares redeemed
Advisers Class		(146,342,237	)		(353,600,589	)
Class A		(506,574,835	)		(295,233,661	)
Class B		(15,119,559	)		(21,870,007	)
Class C		(139,716,331	)		(141,847,466	)
Class I		(431,868,935	)		(343,518,077	)
Net asset value of shares exchanged
Class A		9,485,056			15,600,597
Class B		(9,485,056	)		(15,600,597	)
Redemption fees		310,632			582,998


Net increase in net assets from Fund share transactions	$	2,135,771,893		$	411,590,898



Net increase in net assets	$	2,309,609,684		$	892,354,477





	Year Ended			Year Ended
Net Assets	October 31, 2010			October 31, 2009

At beginning of year	$	2,865,512,502		$	1,973,158,025


At end of year	$	5,175,122,186		$	2,865,512,502





Accumulated undistributed net investment income included in net assets

At end of year	$	6,725,950		$	17,352,887

See notes to financial statements

Eaton Vance Floating-Rate Fund as of October 31, 2010

FINANCIAL STATEMENTS CONT’D

Financial Highlights


	Advisers Class

	Year Ended October 31,

	2010			2009			2008			2007			2006

Net asset value — Beginning of year	$	8.450		$	7.000		$	9.590		$	9.840		$	9.880





Income (Loss) From Operations

Net investment income⁽¹⁾	$	0.345		$	0.362		$	0.545		$	0.636		$	0.589
Net realized and unrealized gain (loss)		0.488			1.442			(2.618	)		(0.239	)		(0.037	)


Total income (loss) from operations	$	0.833		$	1.804		$	(2.073	)	$	0.397		$	0.552





Less Distributions

From net investment income	$	(0.404	)	$	(0.356	)	$	(0.435	)	$	(0.648	)	$	(0.592	)
Tax return of capital		—			—			(0.083	)		—			—


Total distributions	$	(0.404	)	$	(0.356	)	$	(0.518	)	$	(0.648	)	$	(0.592	)



Redemption fees⁽¹⁾	$	0.001		$	0.002		$	0.001		$	0.001		$	0.000	⁽²⁾



Net asset value — End of year	$	8.880		$	8.450		$	7.000		$	9.590		$	9.840



Total Return⁽³⁾		10.08	%		26.83	%		(22.55	)%		4.13	%		5.74	%





Ratios/Supplemental Data

Net assets, end of year (000’s omitted)	$	432,169		$	355,499		$	375,801		$	972,840		$	1,238,349
Ratios (as a percentage of average daily net assets):
Expenses⁽⁴⁾⁽⁵⁾		1.05	%		1.12	%		1.19	%		1.05	%		1.01	%
Net investment income		3.96	%		4.95	%		6.11	%		6.50	%		5.97	%
Portfolio Turnover of the Portfolio		39	%		35	%		7	%		61	%		50	%


(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

Eaton Vance Floating-Rate Fund as of October 31, 2010

FINANCIAL STATEMENTS CONT’D

Financial Highlights


	Class A

	Year Ended October 31,

	2010			2009			2008			2007			2006

Net asset value — Beginning of year	$	8.740		$	7.240		$	9.920		$	10.180		$	10.220





Income (Loss) From Operations

Net investment income⁽¹⁾	$	0.356		$	0.372		$	0.560		$	0.657		$	0.608
Net realized and unrealized gain (loss)		0.499			1.494			(2.705	)		(0.248	)		(0.036	)


Total income (loss) from operations	$	0.855		$	1.866		$	(2.145	)	$	0.409		$	0.572





Less Distributions

From net investment income	$	(0.416	)	$	(0.368	)	$	(0.450	)	$	(0.670	)	$	(0.612	)
Tax return of capital		—			—			(0.086	)		—			—


Total distributions	$	(0.416	)	$	(0.368	)	$	(0.536	)	$	(0.670	)	$	(0.612	)



Redemption fees⁽¹⁾	$	0.001		$	0.002		$	0.001		$	0.001		$	0.000	⁽²⁾



Net asset value — End of year	$	9.180		$	8.740		$	7.240		$	9.920		$	10.180



Total Return⁽³⁾		10.00	%		27.01	%		(22.66	)%		4.12	%		5.75	%





Ratios/Supplemental Data

Net assets, end of year (000’s omitted)	$	1,160,014		$	946,191		$	646,322		$	1,619,235		$	1,839,719
Ratios (as a percentage of average daily net assets):
Expenses⁽⁴⁾⁽⁵⁾		1.04	%		1.12	%		1.19	%		1.05	%		1.01	%
Net investment income		3.96	%		4.90	%		6.08	%		6.50	%		5.96	%
Portfolio Turnover of the Portfolio		39	%		35	%		7	%		61	%		50	%


(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 Portfolio’s allocated expenses.

(5)		Excludes the effect of custody fee credits, if any, of less than 0.005%.

See notes to financial statements

Eaton Vance Floating-Rate Fund as of October 31, 2010

FINANCIAL STATEMENTS CONT’D

Financial Highlights


	Class B

	Year Ended October 31,

	2010			2009			2008			2007			2006

Net asset value — Beginning of year	$	8.440		$	6.990		$	9.590		$	9.840		$	9.870



		��

Income (Loss) From Operations

Net investment income⁽¹⁾	$	0.280		$	0.315		$	0.469		$	0.563		$	0.511
Net realized and unrealized gain (loss)		0.479			1.436			(2.616	)		(0.240	)		(0.023	)


Total income (loss) from operations	$	0.759		$	1.751		$	(2.147	)	$	0.323		$	0.488





Less Distributions

From net investment income	$	(0.340	)	$	(0.303	)	$	(0.382	)	$	(0.574	)	$	(0.518	)
Tax return of capital		—			—			(0.072	)		—			—


Total distributions	$	(0.340	)	$	(0.303	)	$	(0.454	)	$	(0.574	)	$	(0.518	)



Redemption fees⁽¹⁾	$	0.001		$	0.002		$	0.001		$	0.001		$	0.000	⁽²⁾



Net asset value — End of year	$	8.860		$	8.440		$	6.990		$	9.590		$	9.840



Total Return⁽³⁾		9.17	%		25.96	%		(23.22	)%		3.35	%		5.06	%





Ratios/Supplemental Data

Net assets, end of year (000’s omitted)	$	55,067		$	66,309		$	85,386		$	177,431		$	230,454
Ratios (as a percentage of average daily net assets):
Expenses⁽⁴⁾⁽⁵⁾		1.80	%		1.88	%		1.94	%		1.80	%		1.77	%
Net investment income		3.23	%		4.38	%		5.29	%		5.76	%		5.18	%
Portfolio Turnover of the Portfolio		39	%		35	%		7	%		61	%		50	%


(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 Portfolio’s allocated expenses.

(5)		Excludes the effect of custody fee credits, if any, of less than 0.005%.

See notes to financial statements

Eaton Vance Floating-Rate Fund as of October 31, 2010

FINANCIAL STATEMENTS CONT’D

Financial Highlights


	Class C

	Year Ended October 31,

	2010			2009			2008			2007			2006

Net asset value — Beginning of year	$	8.440		$	6.990		$	9.590		$	9.840		$	9.870





Income (Loss) From Operations

Net investment income⁽¹⁾	$	0.279		$	0.308		$	0.472		$	0.562		$	0.512
Net realized and unrealized gain (loss)		0.491			1.443			(2.619	)		(0.239	)		(0.024	)


Total income (loss) from operations	$	0.770		$	1.751		$	(2.147	)	$	0.323		$	0.488





Less Distributions

From net investment income	$	(0.341	)	$	(0.303	)	$	(0.382	)	$	(0.574	)	$	(0.518	)
Tax return of capital		—			—			(0.072	)		—			—


Total distributions	$	(0.341	)	$	(0.303	)	$	(0.454	)	$	(0.574	)	$	(0.518	)



Redemption fees⁽¹⁾	$	0.001		$	0.002		$	0.001		$	0.001		$	0.000	⁽²⁾



Net asset value — End of year	$	8.870		$	8.440		$	6.990		$	9.590		$	9.840



Total Return⁽³⁾		9.29	%		25.96	%		(23.22	)%		3.35	%		5.06	%





Ratios/Supplemental Data

Net assets, end of year (000’s omitted)	$	733,767		$	618,351		$	512,400		$	1,142,139		$	1,170,248
Ratios (as a percentage of average daily net assets):
Expenses⁽⁴⁾⁽⁵⁾		1.80	%		1.87	%		1.94	%		1.80	%		1.76	%
Net investment income		3.21	%		4.22	%		5.31	%		5.75	%		5.19	%
Portfolio Turnover of the Portfolio		39	%		35	%		7	%		61	%		50	%


(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 Portfolio’s allocated expenses.

(5)		Excludes the effect of custody fee credits, if any, of less than 0.005%.

See notes to financial statements

Eaton Vance Floating-Rate Fund as of October 31, 2010

FINANCIAL STATEMENTS CONT’D

Financial Highlights


	Class I

	Year Ended October 31,

	2010			2009			2008			2007			2006

Net asset value — Beginning of year	$	8.450		$	7.000		$	9.590		$	9.840		$	9.880





Income (Loss) From Operations

Net investment income⁽¹⁾	$	0.363		$	0.372		$	0.550		$	0.658		$	0.614
Net realized and unrealized gain (loss)		0.491			1.450			(2.601	)		(0.237	)		(0.037	)


Total income (loss) from operations	$	0.854		$	1.822		$	(2.051	)	$	0.421		$	0.577





Less Distributions

From net investment income	$	(0.425	)	$	(0.374	)	$	(0.456	)	$	(0.672	)	$	(0.617	)
Tax return of capital		—			—			(0.084	)		—			—


Total distributions	$	(0.425	)	$	(0.374	)	$	(0.540	)	$	(0.672	)	$	(0.617	)



Redemption fees⁽¹⁾	$	0.001		$	0.002		$	0.001		$	0.001		$	0.000	⁽²⁾



Net asset value — End of year	$	8.880		$	8.450		$	7.000		$	9.590		$	9.840



Total Return⁽³⁾		10.34	%		27.14	%		(22.36	)%		4.39	%		6.00	%





Ratios/Supplemental Data

Net assets, end of year (000’s omitted)	$	2,794,104		$	879,161		$	353,249		$	532,067		$	485,274
Ratios (as a percentage of average daily net assets):
Expenses⁽⁴⁾⁽⁵⁾		0.79	%		0.87	%		0.92	%		0.80	%		0.76	%
Net investment income		4.16	%		4.99	%		6.22	%		6.73	%		6.22	%
Portfolio Turnover of the Portfolio		39	%		35	%		7	%		61	%		50	%


(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

Eaton Vance Floating-Rate Fund as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS

1 Significant 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 Massachusetts business 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 (77.8% at October 31, 2010). 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 Investment 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.

At October 31, 2010, the Fund, for federal income tax purposes, had a capital loss carryforward of $312,940,018 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 ($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), October 31, 2017 ($32,557,773) and October 31, 2018 ($28,976,022).

Eaton Vance Floating-Rate Fund as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS CONT’D

Massachusetts business trust (such as the Trust) could be deemed to have personal liability for the obligations of the Trust. However, the Trust’s Declaration of Trust contains an express disclaimer of liability on the part of Fund shareholders and the By-laws provide that the Trust shall assume the defense on behalf of any Fund shareholders. Moreover, the By-laws also provide for indemnification out of Fund property of any shareholder held personally liable solely by reason of being or having been a shareholder for all loss or expense arising from such liability. 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.

H Redemption 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.

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

2 Distributions to Shareholders

The tax character of distributions declared for the years ended October 31, 2010 and October 31, 2009 was as follows:


	Year Ended October 31,
	2010		2009


Distributions declared from:
Ordinary income	$	163,958,884	$	105,017,355

During the year ended October 31, 2010, accumulated net realized loss was decreased by $17,194,267, accumulated undistributed net investment income was increased by $9,861,226, and paid-in capital was decreased by $27,055,493 due to expired capital loss carryforwards and differences between book and tax accounting, primarily for foreign currency gain (loss), defaulted bond interest 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, 2010, the components of distributable earnings (accumulated losses) and unrealized appreciation (depreciation) on a tax basis were as follows:


Undistributed ordinary income	$	14,488,014
Capital loss carryforward	$	(312,940,018	)
Net unrealized depreciation	$	(41,755,041	)
Other temporary differences	$	(7,278,535	)

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.

3 Transactions with Affiliates

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, 2010, EVM earned $109,290 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 $121,709 as its portion of the sales charge on sales of Class A shares for the year ended October 31, 2010. 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).

Eaton Vance Floating-Rate Fund as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS CONT’D

4 Distribution Plans

The Fund has in effect distribution plans for the Advisers Class shares and Class A shares (Advisers/Class A Plan) pursuant to Rule 12b-1 under the 1940 Act. The Advisers/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 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, 2010 amounted to $984,777 for Advisers Class shares and $2,643,601 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, 2010, the Fund paid or accrued to EVD $455,733 and $5,069,923 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, 2010, the amounts of Uncovered Distribution Charges of EVD calculated under the Class B and Class C Plans were approximately $10,448,000 and $183,543,000, 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, 2010 amounted to $151,911 and $1,689,975 for Class B and Class C shares, respectively.

5 Contingent 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, 2010, the Fund was informed that EVD received approximately $200,000, $69,000 and $116,000 of CDSCs paid by Class A, Class B and Class C shareholders, respectively.

6 Investment Transactions

For the year ended October 31, 2010, increases and decreases in the Fund’s investment in the Portfolio aggregated $2,072,106,542 and $204,474,811, respectively.

7 Shares of Beneficial Interest

Eaton Vance Floating-Rate Fund as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS CONT’D


	Year Ended October 31,
Advisers Class	2010			2009

Sales		21,558,922			34,360,507
Issued to shareholders electing to receive payments of distributions in Fund shares		1,889,735			1,692,123
Redemptions		(16,834,640	)		(47,679,940	)


Net increase (decrease)		6,614,017			(11,627,310	)




	Year Ended October 31,
Class A	2010			2009

Sales		69,204,811			53,515,058
Issued to shareholders electing to receive payments of distributions in Fund shares		4,129,493			3,498,974
Redemptions		(56,325,261	)		(40,072,369	)
Exchange from Class B shares		1,053,379			2,015,779


Net increase		18,062,422			18,957,442




	Year Ended October 31,
Class B	2010			2009

Sales		999,321			577,617
Issued to shareholders electing to receive payments of distributions in Fund shares		193,279			284,177
Redemptions		(1,746,268	)		(3,134,852	)
Exchange to Class A shares		(1,090,746	)		(2,084,741	)


Net decrease		(1,644,414	)		(4,357,799	)




	Year Ended October 31,
Class C	2010			2009

Sales		23,567,429			18,423,107
Issued to shareholders electing to receive payments of distributions in Fund shares		2,033,009			1,960,323
Redemptions		(16,089,324	)		(20,441,095	)


Net increase (decrease)		9,511,114			(57,665	)




	Year Ended October 31,
Class I	2010			2009

Sales		257,316,726			99,007,256
Issued to shareholders electing to receive payments of distributions in Fund shares		3,064,675			1,747,321
Redemptions		(49,795,925	)		(47,215,092	)


Net increase		210,585,476			53,539,485

For the years ended October 31, 2010 and October 31, 2009, the Fund received $310,632 and $582,998, respectively, in redemption fees.

Eaton Vance Floating-Rate Fund as of October 31, 2010

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, 2010, 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, 2010, 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 21, 2010

Eaton Vance Floating-Rate Fund as of October 31, 2010

FEDERAL TAX INFORMATION (Unaudited)

Floating Rate Portfolio as of October 31, 2010

PORTFOLIO OF INVESTMENTS


Senior Floating-Rate Interests — 94.0%⁽¹⁾

Principal
Amount*
(000’s omitted)		Borrower/Tranche Description	Value



Aerospace and Defense — 1.9%

Booz Allen Hamilton, Inc.
	6,017	Term Loan, 6.00%, Maturing July 31, 2015	$	6,048,677
DAE Aviation Holdings, Inc.
	9,639	Term Loan, 4.04%, Maturing July 31, 2014		9,277,762
	10,586	Term Loan, 4.04%, Maturing July 31, 2014		10,188,600
Delos Aircraft, Inc.
	5,142	Term Loan, 7.00%, Maturing March 17, 2016		5,270,866
Doncasters (Dunde HoldCo 4 Ltd.)
	3,586	Term Loan, 4.26%, Maturing July 13, 2015		3,230,528
GBP	657	Term Loan, 4.57%, Maturing July 13, 2015		949,673
	3,586	Term Loan, 4.76%, Maturing July 13, 2015		3,230,529
GBP	657	Term Loan, 5.07%, Maturing July 13, 2015		949,673
DynCorp International, LLC
	6,450	Term Loan, 6.25%, Maturing July 5, 2016		6,497,330
Evergreen International Aviation
	7,126	Term Loan, 10.50%, Maturing October 31, 2011⁽²⁾		7,037,290
Hawker Beechcraft Acquisition
	22,525	Term Loan, 2.26%, Maturing March 26, 2014		18,924,361
	1,463	Term Loan, 2.29%, Maturing March 26, 2014		1,228,817
IAP Worldwide Services, Inc.
	5,519	Term Loan, 8.25%, Maturing December 30, 2012⁽²⁾		5,422,511
International Lease Finance Co.
	7,633	Term Loan, 6.75%, Maturing March 17, 2015		7,832,371
Spirit AeroSystems, Inc.
	3,710	Term Loan, 3.54%, Maturing September 30, 2016		3,705,737
TransDigm, Inc.
	11,650	Term Loan, 2.27%, Maturing June 23, 2013		11,536,413
Triumph Group, Inc.
	3,217	Term Loan, 4.50%, Maturing June 16, 2016		3,243,075
Vangent, Inc.
	3,299	Term Loan, 2.32%, Maturing February 14, 2013		3,167,325
Wesco Aircraft Hardware Corp.
	6,331	Term Loan, 2.51%, Maturing September 30, 2013		6,286,425
Wyle Laboratories, Inc.
	8,000	Term Loan, 7.75%, Maturing March 25, 2016		8,029,933


			$	122,057,896




Air Transport — 0.4%

Delta Air Lines, Inc.
	20,000	Revolving Loan, 0.50%, Maturing April 30, 2012⁽³⁾	$	19,000,000
	8,311	Term Loan, 2.28%, Maturing April 30, 2012		8,172,172


			$	27,172,172





Automotive — 4.4%

Adesa, Inc.
	30,748	Term Loan, 3.01%, Maturing October 18, 2013	$	30,055,715
Allison Transmission, Inc.
	42,357	Term Loan, 3.03%, Maturing August 7, 2014		40,738,183
Dayco Products, LLC
	3,000	Term Loan, 6.75%, Maturing November 12, 2012⁽³⁾		3,054,000
	314	Term Loan, 10.00%, Maturing November 12, 2012		314,792
	629	Term Loan, 10.00%, Maturing November 12, 2012		629,584
	1,961	Term Loan, 10.50%, Maturing May 13, 2014		1,955,720
	309	Term Loan, 12.50%, Maturing November 13, 2014⁽²⁾		302,420
Federal-Mogul Corp.
	32,825	Term Loan, 2.20%, Maturing December 29, 2014		29,219,361
	19,251	Term Loan, 2.20%, Maturing December 28, 2015		17,136,218
Financiere Truck (Investissement)
EUR	1,595	Term Loan, 3.29%, Maturing February 15, 2012		2,002,055
GBP	2,245	Term Loan, 1.53%, Maturing February 15, 2015⁽³⁾		3,243,012
Ford Motor Co.
	4,852	Revolving Loan, 1.89%, Maturing December 15, 2013⁽³⁾		4,743,227
	23,087	Term Loan, 3.03%, Maturing December 16, 2013		22,823,950
	25,148	Term Loan, 3.04%, Maturing December 16, 2013		24,936,508
Goodyear Tire & Rubber Co.
	45,656	Term Loan - Second Lien, 2.21%, Maturing April 30, 2014		44,038,719
HHI Holdings, LLC
	3,200	Term Loan, 9.75%, Maturing March 30, 2015		3,248,000
Keystone Automotive Operations, Inc.
	6,771	Term Loan, 3.79%, Maturing January 12, 2012		5,755,296
Metaldyne Co. LLC
	13,125	Term Loan, 7.75%, Maturing October 28, 2016		13,239,844
Pinafore, LLC
	9,000	Term Loan, 6.50%, Maturing September 29, 2015		9,022,500
Tenneco Automotive, Inc.
	5,550	Term Loan, 5.26%, Maturing March 17, 2014		5,586,352
TI Automotive, Ltd.
	4,500	Term Loan, 9.50%, Maturing July 1, 2016		4,556,250
TriMas Corp.
	1,391	Term Loan, 6.00%, Maturing August 2, 2011		1,394,101
	8,678	Term Loan, 6.00%, Maturing December 15, 2015		8,699,194
United Components, Inc.
	9,750	Term Loan, 6.25%, Maturing March 23, 2017		9,852,375


			$	286,547,376




Beverage and Tobacco — 0.2%

Culligan International Co.
	6,836	Term Loan, 2.51%, Maturing November 24, 2012	$	5,595,327

See notes to financial statements

Floating Rate Portfolio as of October 31, 2010

PORTFOLIO OF INVESTMENTS CONT’D


Principal
Amount*
(000’s omitted)		Borrower/Tranche Description	Value


Beverage and Tobacco (continued)


Maine Beverage Co., LLC
	1,336	Term Loan, 2.04%, Maturing March 31, 2013	$	1,285,625
Van Houtte, Inc.
	448	Term Loan, 2.79%, Maturing July 19, 2014		444,068
	3,284	Term Loan, 2.79%, Maturing July 19, 2014		3,256,502


			$	10,581,522




Building and Development — 1.8%

401 North Wabash Venture, LLC
	9,914	Term Loan, 6.80%, Maturing July 27, 2012	$	7,633,824
Beacon Sales Acquisition, Inc.
	6,059	Term Loan, 2.28%, Maturing September 30, 2013		5,771,124
Brickman Group Holdings, Inc.
	14,075	Term Loan, 7.25%, Maturing October 14, 2016		14,242,155
Building Materials Corp. of America
	7,009	Term Loan, 3.06%, Maturing February 24, 2014		6,969,269
Contech Construction Products
	1,767	Term Loan, 6.25%, Maturing January 31, 2013		1,551,800
Forestar USA Real Estate Group, Inc.
	1,675	Revolving Loan, 1.18%, Maturing December 1, 2010⁽³⁾		1,574,712
	13,570	Term Loan, 6.50%, Maturing December 1, 2010		13,298,540
Lafarge Roofing
	1,609	Term Loan, 3.25%, Maturing March 16, 2015⁽²⁾		1,215,553
EUR	2,890	Term Loan, 3.25%, Maturing April 16, 2015⁽²⁾		3,031,141
EUR	1,914	Term Loan, 5.00%, Maturing April 16, 2015⁽²⁾		2,179,721
Materis
EUR	2,117	Term Loan, 3.71%, Maturing April 27, 2014		2,480,583
EUR	2,322	Term Loan, 3.77%, Maturing April 27, 2015		2,720,249
NCI Building Systems, Inc.
	3,392	Term Loan, 8.00%, Maturing April 18, 2014		3,270,989
November 2005 Land Investors, LLC
	610	Term Loan, 0.00%, Maturing March 31, 2011⁽⁴⁾		128,033
Panolam Industries Holdings, Inc.
	10,289	Term Loan, 8.25%, Maturing December 31, 2013		9,499,941
RE/MAX International, Inc.
	13,831	Term Loan, 5.50%, Maturing April 15, 2016		13,873,720
Realogy Corp.
	1,412	Term Loan, 3.26%, Maturing October 10, 2013		1,286,213
	10,357	Term Loan, 3.26%, Maturing October 10, 2013		9,435,993
South Edge, LLC
	8,795	Term Loan, 0.00%, Maturing October 31, 2009⁽⁵⁾		4,177,455
Standard Pacific Corp.
	4,680	Term Loan, 2.12%, Maturing May 5, 2013		4,258,800
WCI Communities, Inc.
	2,206	Term Loan, 11.00%, Maturing September 3, 2014		2,200,729
	4,126	Term Loan, 10.00%, Maturing September 2, 2016⁽²⁾		3,988,258


			$	114,788,802




Business Equipment and Services — 7.3%

Activant Solutions, Inc.
	9,920	Term Loan, 2.31%, Maturing May 2, 2013	$	9,589,612
Acxiom Corp.
	8,728	Term Loan, 3.29%, Maturing March 15, 2015		8,749,343
Advantage Sales & Marketing, Inc.
	12,440	Term Loan, 5.00%, Maturing May 5, 2016		12,436,884
	1,500	Term Loan - Second Lien, 8.50%, Maturing May 5, 2017		1,503,750
Affinion Group, Inc.
	26,591	Term Loan, 5.00%, Maturing October 10, 2016		26,292,222
Allied Barton Security Services
	994	Term Loan, 7.75%, Maturing February 18, 2015		998,977
Dealer Computer Services, Inc.
	18,049	Term Loan, 5.25%, Maturing April 21, 2017		18,069,953
Education Management, LLC
	19,822	Term Loan, 2.06%, Maturing June 3, 2013		18,464,418
Evertec, Inc.
	4,000	Term Loan, 7.50%, Maturing August 27, 2016		3,990,000
Fifth Third Processing Solution
	7,150	Term Loan, Maturing November 1, 2016⁽⁶⁾		7,078,500
First American Corp.
	6,708	Term Loan, 4.75%, Maturing April 12, 2016		6,754,306
Infogroup, Inc.
	5,362	Term Loan, 6.25%, Maturing July 1, 2016		5,397,308
iPayment, Inc.
	22,424	Term Loan, 2.28%, Maturing May 10, 2013		21,247,106
Kronos, Inc.
	13,643	Term Loan, 2.04%, Maturing June 11, 2014		13,370,289
Language Line, Inc.
	14,726	Term Loan, 5.50%, Maturing November 4, 2015		14,606,630
Mitchell International, Inc.
	1,969	Term Loan, 2.31%, Maturing March 28, 2014		1,841,994
	1,500	Term Loan - Second Lien, 5.56%, Maturing March 30, 2015		1,314,375
NE Customer Service
	15,580	Term Loan, 6.00%, Maturing March 23, 2016		15,487,163
Protection One Alarm Monitor, Inc.
	10,661	Term Loan, 6.00%, Maturing May 16, 2016		10,687,464
Quantum Corp.
	3,622	Term Loan, 3.77%, Maturing July 14, 2014		3,431,712

See notes to financial statements

Floating Rate Portfolio as of October 31, 2010

PORTFOLIO OF INVESTMENTS CONT’D


Principal
Amount*
(000’s omitted)		Borrower/Tranche Description	Value


Business Equipment and Services (continued)


Quintiles Transnational Corp.
	10,000	Revolving Loan, 0.25%, Maturing March 31, 2012⁽³⁾	$	9,798,000
	17,775	Term Loan, 2.29%, Maturing March 29, 2013		17,597,686
Sabre, Inc.
	40,944	Term Loan, 2.27%, Maturing September 30, 2014		38,975,886
SafeNet, Inc.
	14,612	Term Loan, 2.76%, Maturing April 12, 2014		14,037,115
Serena Software, Inc.
	8,010	Term Loan, 2.29%, Maturing March 10, 2013		7,809,692
Sitel (Client Logic)
	9,682	Term Loan, 5.79%, Maturing January 30, 2014		8,871,453
EUR	569	Term Loan, 6.35%, Maturing January 30, 2014		735,085
Solera Holdings, LLC
	3,717	Term Loan, 2.06%, Maturing May 16, 2014		3,620,619
EUR	2,938	Term Loan, 2.69%, Maturing May 16, 2014		4,038,432
SunGard Data Systems, Inc.
	17,576	Term Loan, 2.01%, Maturing February 28, 2014		17,128,411
	3,406	Term Loan, 6.75%, Maturing February 28, 2014		3,425,872
	58,904	Term Loan, 4.03%, Maturing February 26, 2016		58,306,142
TransUnion, LLC
	10,150	Term Loan, 6.75%, Maturing June 15, 2017		10,343,044
Transaction Network Service, Inc.
	2,385	Term Loan, 6.00%, Maturing November 18, 2015		2,401,010
Travelport, LLC
	499	Term Loan, Maturing August 23, 2013⁽⁶⁾		492,844
	6,614	Term Loan, 4.79%, Maturing August 21, 2015		6,540,637
	14,545	Term Loan, 4.96%, Maturing August 21, 2015		14,393,918
	19,549	Term Loan, 4.96%, Maturing August 21, 2015		19,332,738
EUR	2,106	Term Loan, 5.33%, Maturing August 21, 2015		2,887,893
Valassis Communications, Inc.
	2,719	Term Loan, 2.54%, Maturing March 2, 2014		2,702,988
West Corp.
	2,707	Term Loan, 2.63%, Maturing October 24, 2013		2,660,896
	6,652	Term Loan, 4.51%, Maturing July 15, 2016		6,637,656
	18,437	Term Loan, 4.51%, Maturing July 15, 2016		18,374,291


			$	472,424,314




Cable and Satellite Television — 7.3%

Atlantic Broadband Finance, LLC
	512	Term Loan, 2.54%, Maturing September 1, 2011	$	509,454
	13,768	Term Loan, 6.75%, Maturing May 31, 2013		13,848,681
Bresnan Broadband Holdings, LLC
	1,478	Term Loan, 2.26%, Maturing June 30, 2013		1,471,266
	15,318	Term Loan, 2.26%, Maturing March 29, 2014		15,253,600
Cequel Communications, LLC
	39,947	Term Loan, 2.26%, Maturing November 5, 2013		39,479,033
Charter Communications Operating, LLC
	63,633	Term Loan, 2.26%, Maturing March 6, 2014		62,539,047
	16,489	Term Loan, 3.54%, Maturing September 6, 2016		16,214,866
CSC Holdings, Inc.
	1,465	Term Loan, 2.01%, Maturing March 29, 2016		1,453,469
	15,612	Term Loan, 2.01%, Maturing March 29, 2016		15,336,641
CW Media Holdings, Inc.
	4,419	Term Loan, 3.26%, Maturing February 16, 2015		4,410,874
FoxCo Acquisition Sub, LLC
	11,173	Term Loan, 7.50%, Maturing July 14, 2015		11,089,610
Insight Midwest Holdings, LLC
	25,573	Term Loan, 2.02%, Maturing April 7, 2014		24,746,102
Kabel BW GmbH and Co.
EUR	1,500	Term Loan, 3.35%, Maturing June 9, 2014		2,070,178
EUR	1,500	Term Loan, 3.85%, Maturing June 9, 2015		2,070,178
Kabel Deutschland GmbH
EUR	4,000	Term Loan, 3.10%, Maturing March 31, 2014		5,525,446
EUR	10,250	Term Loan, 4.10%, Maturing March 31, 2014		14,209,486
MCC Iowa, LLC
	7,577	Term Loan, 2.00%, Maturing January 31, 2015		7,255,019
	7,700	Term Loan, 2.00%, Maturing January 31, 2015		7,372,750
Mediacom Broadband, LLC
	10,249	Term Loan, 4.50%, Maturing October 23, 2017		10,163,905
Mediacom Illinois, LLC
	19,144	Term Loan, 2.00%, Maturing January 31, 2015		18,175,197
	2,970	Term Loan, 5.50%, Maturing March 31, 2017		2,949,581
Mediacom, LLC
	10,485	Term Loan, 4.50%, Maturing October 23, 2017		10,327,725
Midcontinent Communications
	6,000	Term Loan, 6.25%, Maturing December 31, 2016		6,030,000
ProSiebenSat.1 Media AG
EUR	2,605	Term Loan, 2.39%, Maturing July 2, 2014		3,315,742
EUR	8,860	Term Loan, 2.39%, Maturing July 2, 2014		11,276,770
EUR	2,020	Term Loan, 3.52%, Maturing March 6, 2015		2,260,960
EUR	24,471	Term Loan, 2.77%, Maturing June 26, 2015		31,376,664
EUR	1,085	Term Loan, 2.77%, Maturing July 3, 2015		1,390,685
EUR	2,020	Term Loan, 3.77%, Maturing March 4, 2016		2,260,960
UPC Broadband Holding B.V.
	20,842	Term Loan, 4.25%, Maturing December 30, 2016		20,399,553
EUR	21,765	Term Loan, 4.37%, Maturing December 31, 2016		28,716,563
	9,793	Term Loan, 4.25%, Maturing December 29, 2017		9,545,111
EUR	10,790	Term Loan, 4.62%, Maturing December 31, 2017		14,264,532
Virgin Media Investment Holding
GBP	2,000	Term Loan, Maturing June 30, 2015⁽⁶⁾		3,194,287
GBP	19,000	Term Loan, 4.78%, Maturing December 31, 2015		30,352,695

See notes to financial statements

Floating Rate Portfolio as of October 31, 2010

PORTFOLIO OF INVESTMENTS CONT’D


Principal
Amount*
(000’s omitted)		Borrower/Tranche Description	Value


Cable and Satellite Television (continued)


YPSO Holding SA
EUR	3,193	Term Loan, 4.60%, Maturing June 16, 2014⁽²⁾	$	3,595,057
EUR	5,209	Term Loan, 4.60%, Maturing June 16, 2014⁽²⁾		5,865,620
EUR	9,273	Term Loan, 4.60%, Maturing June 16, 2014⁽²⁾		10,441,708
EUR	1,000	Term Loan, Maturing December 31, 2015⁽⁶⁾		1,125,144


			$	471,884,159




Chemicals and Plastics — 5.2%

Arizona Chemical, Inc.
EUR	2,535	Term Loan, 3.14%, Maturing February 26, 2013	$	3,528,663
Brenntag Holding GmbH and Co. KG
	10,152	Term Loan, 4.02%, Maturing January 20, 2014		10,228,487
	1,824	Term Loan, 4.03%, Maturing January 20, 2014		1,837,728
EUR	4,233	Term Loan, 4.55%, Maturing January 20, 2014		5,899,028
GBP	1,200	Term Loan, 4.66%, Maturing January 20, 2014		1,913,207
EUR	1,057	Term Loan, Maturing January 20, 2014⁽⁶⁾		1,449,232
EUR	828	Term Loan, Maturing January 19, 2015⁽⁶⁾		1,154,481
EUR	32	Term Loan - Second Lien, 7.19%, Maturing July 17, 2015		45,178
EUR	230	Term Loan - Second Lien, 7.19%, Maturing July 17, 2015		323,774
British Vita UK, Ltd.
EUR	997	Term Loan, 6.19%, Maturing June 30, 2014⁽²⁾		1,380,780
Celanese Holdings, LLC
	11,787	Term Loan, 1.76%, Maturing April 2, 2014		11,646,835
	1,761	Term Loan, 1.79%, Maturing April 2, 2014		1,744,269
	5,080	Term Loan, 3.29%, Maturing October 31, 2016		5,111,175
EUR	681	Term Loan, 3.85%, Maturing October 31, 2016		948,033
Chemtura Corp.
	4,200	DIP Loan, 6.00%, Maturing February 11, 2011		4,210,500
	4,200	Term Loan, 5.50%, Maturing August 27, 2016		4,237,624
Cognis GmbH
EUR	1,249	Term Loan, 2.88%, Maturing September 16, 2013		1,724,421
EUR	4,276	Term Loan, 2.88%, Maturing September 16, 2013		5,906,225
Columbian Chemicals Acquisition
	8,513	Term Loan, 6.31%, Maturing March 16, 2013		8,427,411
Hexion Specialty Chemicals, Inc.
	12,500	Term Loan, 2.25%, Maturing May 5, 2013		11,406,250
	968	Term Loan, 4.06%, Maturing May 5, 2015		940,894
	6,413	Term Loan, 4.06%, Maturing May 5, 2015		6,268,589
	12,298	Term Loan, 4.06%, Maturing May 5, 2015		12,020,979
	1,198	Term Loan, 4.19%, Maturing May 5, 2015		1,171,160
EUR	1,094	Term Loan, 4.63%, Maturing May 5, 2015		1,423,287
Huish Detergents, Inc.
	1,985	Term Loan, 2.01%, Maturing April 26, 2014		1,907,712
Huntsman International, LLC
	19,876	Term Loan, 1.78%, Maturing April 21, 2014		19,433,817
	4,333	Term Loan, 2.52%, Maturing June 30, 2016		4,254,209
INEOS Group
	712	Term Loan, 7.00%, Maturing December 14, 2012		732,148
EUR	9,912	Term Loan, 7.50%, Maturing December 16, 2013		14,015,128
	19,692	Term Loan, 7.50%, Maturing December 16, 2013		20,167,450
EUR	7,147	Term Loan, 8.00%, Maturing December 16, 2014		10,105,658
	19,839	Term Loan, 8.00%, Maturing December 16, 2014		20,318,439
ISP Chemco, Inc.
	8,429	Term Loan, 1.81%, Maturing June 4, 2014		8,247,084
Kraton Polymers, LLC
	10,899	Term Loan, 2.31%, Maturing May 13, 2013		10,677,751
Lyondell Chemical Co.
	8,454	Term Loan, 5.50%, Maturing April 8, 2016		8,535,713
MacDermid, Inc.
	5,978	Term Loan, 2.26%, Maturing April 12, 2014		5,708,798
Millenium Inorganic Chemicals
	14,790	Term Loan, 2.54%, Maturing May 15, 2014		14,207,928
Momentive Performance Material
	4,850	Term Loan, 2.50%, Maturing December 4, 2013		4,736,161
	10,460	Term Loan, 2.56%, Maturing December 4, 2013		10,214,331
Nalco Co.
	11,625	Term Loan, 4.50%, Maturing October 5, 2017		11,773,951
Omnova Solutions, Inc.
	6,200	Term Loan, Maturing April 12, 2017⁽⁶⁾		6,234,875
Rockwood Specialties Group, Inc.
EUR	522	Term Loan, 5.00%, Maturing July 29, 2011		719,875
	23,138	Term Loan, 6.00%, Maturing May 15, 2014		23,196,284
Solutia, Inc.
	5,000	Revolving Loan, 0.98%, Maturing March 12, 2015⁽³⁾		4,650,000
	18,894	Term Loan, 4.75%, Maturing March 17, 2017		19,059,209
Styron S.A.R.L.
	16,665	Term Loan, 7.50%, Maturing June 17, 2016		16,971,951


			$	340,816,682




Clothing / Textiles — 0.4%

Hanesbrands, Inc.
	7,831	Term Loan, 5.25%, Maturing December 10, 2015	$	7,932,762
Phillips Van Heusen Corp.
	7,712	Term Loan, 4.75%, Maturing May 6, 2016		7,791,327
EUR	6,009	Term Loan, 5.00%, Maturing May 6, 2016		8,363,886


			$	24,087,975

See notes to financial statements

Floating Rate Portfolio as of October 31, 2010

PORTFOLIO OF INVESTMENTS CONT’D


Principal
Amount*
(000’s omitted)		Borrower/Tranche Description	Value



Conglomerates — 2.5%

Aquilex Holdings, LLC
	1,990	Term Loan, 5.50%, Maturing April 1, 2016	$	1,972,588
Gentek
	4,575	Term Loan, 6.75%, Maturing October 6, 2015		4,626,469
Goodman Global Holdings, Inc.
	14,400	Term Loan, Maturing October 28, 2016⁽⁶⁾		14,614,200
Jarden Corp.
	10,358	Term Loan, 3.52%, Maturing January 26, 2015		10,378,523
Johnson Diversey, Inc.
	4,817	Term Loan, 5.50%, Maturing November 24, 2015		4,865,328
Manitowoc Company, Inc. (The)
	11,203	Term Loan, 5.31%, Maturing November 6, 2013		11,114,824
	6,596	Term Loan, 8.00%, Maturing November 6, 2014		6,621,280
Polymer Group, Inc.
	1,565	Term Loan, 2.51%, Maturing November 22, 2012		1,565,836
	15,521	Term Loan, 7.00%, Maturing November 24, 2014		15,540,411
RBS Global, Inc.
	6,438	Term Loan, 2.56%, Maturing July 19, 2013		6,223,536
	26,366	Term Loan, 2.81%, Maturing July 19, 2013		25,673,456
RGIS Holdings, LLC
	15,801	Term Loan, 2.78%, Maturing April 30, 2014		14,615,735
	790	Term Loan, 2.79%, Maturing April 30, 2014		730,787
Service Master Co.
	1,537	Term Loan, 2.76%, Maturing July 24, 2014		1,461,614
	15,432	Term Loan, 2.77%, Maturing July 24, 2014		14,677,043
US Investigations Services, Inc.
	14,541	Term Loan, 3.29%, Maturing February 21, 2015		13,613,690
	5,561	Term Loan, 7.75%, Maturing February 21, 2015		5,588,868
Vertrue, Inc.
	6,309	Term Loan, 3.29%, Maturing August 16, 2014		5,678,450


			$	159,562,638




Containers and Glass Products — 3.0%

Berry Plastics Corp.
	22,178	Term Loan, 2.38%, Maturing April 3, 2015	$	20,943,093
BWAY Corp.
	5,837	Term Loan, 5.52%, Maturing June 16, 2017		5,862,336
	547	Term Loan, 5.56%, Maturing June 16, 2017		549,594
Consolidated Container Co.
	15,414	Term Loan, 2.50%, Maturing March 28, 2014		14,592,078
Crown Americas, Inc.
	598	Term Loan, 2.01%, Maturing November 15, 2012		594,775
EUR	1,744	Term Loan, 2.52%, Maturing November 15, 2012		2,391,005
Graham Packaging Holdings Co.
	20,939	Term Loan, 6.75%, Maturing April 5, 2014		21,151,740
	11,950	Term Loan, 6.00%, Maturing September 23, 2016		12,088,178
Graphic Packaging International, Inc.
	24,113	Term Loan, 2.29%, Maturing May 16, 2014		23,701,681
	6,071	Term Loan, 3.04%, Maturing May 16, 2014		6,031,454
JSG Acquisitions
EUR	1,069	Term Loan, 4.24%, Maturing December 31, 2014		1,480,819
EUR	1,060	Term Loan, 4.43%, Maturing December 31, 2014		1,468,528
OI European Group B.V.
EUR	11,939	Term Loan, 2.24%, Maturing June 14, 2013		16,145,224
Reynolds Group Holdings, Inc.
	8,000	Term Loan, 2.25%, Maturing August 6, 2015⁽³⁾		8,026,000
	15,517	Term Loan, 2.38%, Maturing May 5, 2016⁽³⁾		15,654,929
	19,272	Term Loan, 6.25%, Maturing May 5, 2016		19,416,514
	12,591	Term Loan, 6.75%, Maturing May 5, 2016		12,712,927
Smurfit-Stone Container Corp.
	15,087	Term Loan, 6.75%, Maturing February 22, 2016		15,253,146


			$	198,064,021




Cosmetics / Toiletries — 1.1%

Alliance Boots Holdings, Ltd.
GBP	15,000	Term Loan, 3.56%, Maturing July 5, 2015	$	21,748,910
EUR	13,000	Term Loan, 3.80%, Maturing July 5, 2015		16,866,451
American Safety Razor Co.
	5	Term Loan, 8.75%, Maturing July 31, 2013⁽²⁾		5,140
Bausch & Lomb, Inc.
	2,945	Term Loan, 3.51%, Maturing April 24, 2015		2,877,823
	14,141	Term Loan, 3.53%, Maturing April 24, 2015		13,816,284
Prestige Brands, Inc.
	15,843	Term Loan, 5.50%, Maturing March 24, 2016		15,971,501


			$	71,286,109




Drugs — 1.1%

Graceway Pharmaceuticals, LLC
	12,062	Term Loan, 5.01%, Maturing May 3, 2012	$	7,377,952
Pharmaceutical Holdings Corp.
	808	Term Loan, 4.54%, Maturing January 30, 2012		800,021
Valeant Pharmaceuticals
	5,700	Term Loan, 4.55%, Maturing September 27, 2016⁽³⁾		5,763,772
Warner Chilcott Corp.
	7,522	Term Loan, 6.00%, Maturing October 30, 2014		7,525,103
	5,919	Term Loan, 6.25%, Maturing April 30, 2015		5,951,029
	7,195	Term Loan, 6.25%, Maturing April 30, 2015		7,237,076
	11,942	Term Loan, 6.25%, Maturing April 30, 2015		12,011,431
	3,021	Term Loan, 6.50%, Maturing February 22, 2016		3,042,142
	9,304	Term Loan, 6.50%, Maturing February 22, 2016		9,384,713

See notes to financial statements

Floating Rate Portfolio as of October 31, 2010

PORTFOLIO OF INVESTMENTS CONT’D


Principal
Amount*
(000’s omitted)		Borrower/Tranche Description	Value


Drugs (continued)


WC Luxco Sarl
	11,500	Term Loan, 4.51%, Maturing August 20, 2014	$	11,492,813


			$	70,586,052




Ecological Services and Equipment — 0.5%

BakerCorp.
	2,806	Term Loan, 4.84%, Maturing May 8, 2014	$	2,745,284
Big Dumpster Merger Sub, Inc.
	1,614	Term Loan, 2.51%, Maturing February 5, 2013		1,197,435
Environmental Systems Products Holdings, Inc.
	357	Term Loan - Second Lien, 13.50%, Maturing September 12, 2014		312,363
Kemble Water Structure, Ltd.
GBP	14,400	Term Loan - Second Lien, 5.03%, Maturing October 13, 2013		22,150,900
Sensus Metering Systems, Inc.
	7,317	Term Loan, 7.00%, Maturing June 3, 2013		7,362,337
Synagro Technologies, Inc.
	995	Term Loan, 2.26%, Maturing April 2, 2014		865,527
Wastequip, Inc.
	679	Term Loan, 2.51%, Maturing February 5, 2013		504,183


			$	35,138,029




Electronics / Electrical — 3.1%

Aspect Software, Inc.
	19,587	Term Loan, 6.25%, Maturing April 19, 2016	$	19,570,422
Baldor Electric Co.
	824	Term Loan, 5.25%, Maturing January 31, 2014		831,369
Christie/Aix, Inc.
	5,179	Term Loan, 5.25%, Maturing April 29, 2016		5,153,262
Fairchild Semiconductor Corp.
	10,688	Term Loan, 1.81%, Maturing June 26, 2013		10,581,153
FCI International S.A.S.
	552	Term Loan, 3.66%, Maturing November 1, 2013		531,734
	573	Term Loan, 3.66%, Maturing November 1, 2013		552,324
	750	Term Loan, 3.91%, Maturing November 1, 2013		722,705
	552	Term Loan, 3.66%, Maturing October 31, 2014		531,734
	573	Term Loan, 3.66%, Maturing October 31, 2014		552,324
Freescale Semiconductor, Inc.
	26,314	Term Loan, 4.51%, Maturing December 1, 2016		24,822,508
Infor Enterprise Solutions Holdings
EUR	2,887	Term Loan, 5.80%, Maturing July 28, 2015		3,647,082
	7,099	Term Loan, 6.01%, Maturing July 28, 2015		6,575,404
	19,124	Term Loan, 6.01%, Maturing July 28, 2015		17,797,402
Microsemi Corp.
	6,725	Term Loan, Maturing November 2, 2017⁽⁶⁾		6,807,664
Network Solutions, LLC
	9,709	Term Loan, 2.52%, Maturing March 7, 2014		9,199,689
Open Solutions, Inc.
	10,028	Term Loan, 2.42%, Maturing January 23, 2014		8,534,225
RBS Worldpay, Inc.
GBP	5,000	Term Loan, Maturing October 2, 2017⁽⁶⁾		8,059,825
	3,500	Term Loan, Maturing October 15, 2017⁽⁶⁾		3,527,345
Sensata Technologies Finance Co.
	22,757	Term Loan, 2.04%, Maturing April 26, 2013		22,222,077
Shield Finance Co. S.A.R.L.
	6,278	Term Loan, 7.75%, Maturing June 15, 2016		6,277,562
Spansion, LLC
	9,858	Term Loan, 7.50%, Maturing January 8, 2015		9,964,773
Spectrum Brands, Inc.
	23,425	Term Loan, 8.00%, Maturing June 16, 2016		23,930,113
SS&C Technologies, Inc.
	2,650	Term Loan, 2.28%, Maturing November 23, 2012		2,616,711
VeriFone, Inc.
	1,819	Term Loan, 3.01%, Maturing October 31, 2013		1,809,961
Vertafore, Inc.
	6,708	Term Loan, 6.75%, Maturing July 29, 2016		6,743,405


			$	201,562,773




Equipment Leasing — 0.0%⁽¹⁰⁾

Hertz Corp.
	8	Term Loan, 2.01%, Maturing December 21, 2012	$	7,784
	835	Term Loan, 2.09%, Maturing December 21, 2012		828,968


			$	836,752




Farming / Agriculture — 0.3%

CF Industries, Inc.
	7,792	Term Loan, 4.50%, Maturing April 6, 2015	$	7,864,610
Wm. Bolthouse Farms, Inc.
	13,433	Term Loan, 5.50%, Maturing February 11, 2016		13,452,649


			$	21,317,259




Financial Intermediaries — 2.9%

Asset Acceptance Capital Corp.
	8,887	Term Loan, 3.80%, Maturing June 5, 2013	$	8,605,219
Citco III, Ltd.
	18,775	Term Loan, 4.75%, Maturing May 30, 2014		18,071,414

See notes to financial statements

Floating Rate Portfolio as of October 31, 2010

PORTFOLIO OF INVESTMENTS CONT’D


Principal
Amount*
(000’s omitted)		Borrower/Tranche Description	Value


Financial Intermediaries (continued)


E.A. Viner International Co.
	276	Term Loan, 4.79%, Maturing July 31, 2013	$	267,759
Fidelity National Information Services, Inc.
	17,550	Term Loan, 5.25%, Maturing July 18, 2016		17,766,181
First Data Corp.
	3,333	Term Loan, 3.01%, Maturing September 24, 2014		3,001,703
	3,803	Term Loan, 3.01%, Maturing September 24, 2014		3,425,512
	5,715	Term Loan, 3.01%, Maturing September 24, 2014		5,147,675
Grosvenor Capital Management
	8,974	Term Loan, 4.31%, Maturing December 5, 2016		8,861,914
Interactive Data Corp.
	10,474	Term Loan, 6.75%, Maturing January 27, 2017		10,664,634
Jupiter Asset Management Group
GBP	2,841	Term Loan, 4.70%, Maturing March 17, 2015		4,354,318
LPL Holdings, Inc.
	7,761	Term Loan, 2.04%, Maturing June 28, 2013		7,725,052
	24,428	Term Loan, 4.25%, Maturing June 25, 2015		24,351,875
	15,920	Term Loan, 5.25%, Maturing June 28, 2017		15,890,150
MSCI, Inc.
	24,140	Term Loan, 4.75%, Maturing June 1, 2016		24,316,780
Nuveen Investments, Inc.
	25,438	Term Loan, 3.29%, Maturing November 13, 2014		23,893,453
Oxford Acquisition III, Ltd.
	7,042	Term Loan, 2.04%, Maturing May 12, 2014		6,466,833
RJO Holdings Corp. (RJ O’Brien)
	4,085	Term Loan, 5.26%, Maturing July 12, 2014⁽²⁾		2,716,386


			$	185,526,858




Food Products — 2.4%

Acosta, Inc.
	16,738	Term Loan, 2.51%, Maturing July 28, 2013	$	16,423,993
American Seafoods Group, LLC
	10,709	Term Loan, 5.50%, Maturing May 7, 2015		10,719,213
Autobar BV
EUR	424	Term Loan, Maturing October 6, 2017⁽⁶⁾		593,453
EUR	2,576	Term Loan, Maturing October 6, 2017⁽⁶⁾		3,608,043
B&G Foods, Inc.
	1,500	Term Loan, 2.30%, Maturing February 26, 2013		1,491,875
BL Marketing, Ltd.
GBP	3,500	Term Loan, 2.79%, Maturing December 31, 2013		5,339,033
GBP	2,500	Term Loan - Second Lien, 5.53%, Maturing June 30, 2015		3,753,006
Dean Foods Co.
	26,259	Term Loan, 1.79%, Maturing April 2, 2014		25,560,045
Dole Foods Company, Inc.
	6,629	Term Loan, 5.04%, Maturing March 2, 2017		6,677,494
	2,669	Term Loan, 5.06%, Maturing March 2, 2017		2,688,472
Liberator Midco, Ltd.
	2,000	Term Loan, Maturing April 30, 2016⁽⁶⁾		2,013,000
Lion Polaris S.A.S
EUR	2,837	Term Loan, 5.82%, Maturing October 31, 2017		3,981,306
Mafco Worldwide Corp.
	881	Term Loan, 2.26%, Maturing December 8, 2011		863,656
Michael Foods Holdings, Inc.
	5,262	Term Loan, 6.25%, Maturing June 29, 2016		5,340,740
Picard
EUR	1,663	Term Loan, 5.82%, Maturing September 14, 2017		2,332,371
Pierre Foods, Inc.
	14,825	Term Loan, 7.00%, Maturing September 30, 2016		14,695,281
Pinnacle Foods Finance, LLC
	4,000	Revolving Loan, 0.87%, Maturing April 2, 2013⁽³⁾		3,640,000
	36,672	Term Loan, 2.76%, Maturing April 2, 2014		35,778,095
	6,883	Term Loan, 6.00%, Maturing April 2, 2014		6,968,784
United Biscuits
GBP	2,000	Term Loan, 3.07%, Maturing December 15, 2014		3,125,921
GBP	1,500	Term Loan - Second Lien, 5.04%, Maturing June 15, 2016		2,301,377


			$	157,895,158




Food Service — 3.7%

AFC Enterprises, Inc.
	1,209	Term Loan, 7.00%, Maturing May 11, 2013	$	1,213,827
Aramark Corp.
	963	Term Loan, 2.16%, Maturing January 26, 2014		885,500
	26,179	Term Loan, 2.16%, Maturing January 27, 2014		25,519,361
	3,028	Term Loan, 2.28%, Maturing January 27, 2014		2,951,629
	4,018	Term Loan, 3.36%, Maturing July 26, 2016		3,995,837
	40,872	Term Loan, 3.54%, Maturing July 26, 2016		40,642,499
Buffets, Inc.
	9,160	Term Loan, 12.00%, Maturing April 21, 2015⁽²⁾		8,598,957
	1,140	Term Loan, 7.39%, Maturing April 22, 2015⁽²⁾		884,806
Burger King Corp.
	44,575	Term Loan, 6.25%, Maturing October 19, 2016		45,037,466
EUR	3,000	Term Loan, Maturing October 19, 2016⁽⁶⁾		4,214,545
CBRL Group, Inc.
	366	Term Loan, 1.96%, Maturing April 29, 2013		362,494
	3,599	Term Loan, 1.96%, Maturing April 29, 2013		3,566,121
	221	Term Loan, 2.96%, Maturing April 27, 2016		219,402
	2,299	Term Loan, 2.96%, Maturing April 27, 2016		2,280,551

See notes to financial statements

Floating Rate Portfolio as of October 31, 2010

PORTFOLIO OF INVESTMENTS CONT’D


Principal
Amount*
(000’s omitted)		Borrower/Tranche Description	Value


Food Service (continued)


Denny’s, Inc.
	10,875	Term Loan, 6.50%, Maturing September 20, 2016	$	10,908,984
DineEquity, Inc.
	21,000	Term Loan, 6.00%, Maturing October 19, 2017		21,245,007
JRD Holdings, Inc.
	3,459	Term Loan, 2.51%, Maturing July 2, 2014		3,372,375
OSI Restaurant Partners, LLC
	2,157	Term Loan, 3.90%, Maturing June 14, 2013		2,032,055
	23,340	Term Loan, 2.63%, Maturing June 14, 2014		21,988,613
QCE Finance, LLC
	9,586	Term Loan, 5.06%, Maturing May 5, 2013		8,300,643
Sagittarius Restaurants, LLC
	10,253	Term Loan, 7.50%, Maturing May 18, 2015		10,259,377
Selecta
CHF	18,405	Term Loan, 2.45%, Maturing July 2, 2015		16,115,900
SSP Financing, Ltd.
	5,115	Term Loan, 1.29%, Maturing December 17, 2016		3,961,259
Wendy’s/Arby’s Restaurants, LLC
	3,416	Term Loan, 5.00%, Maturing May 24, 2017		3,439,570


			$	241,996,778




Food / Drug Retailers — 2.7%

General Nutrition Centers, Inc.
	38,213	Term Loan, 2.53%, Maturing September 16, 2013	$	37,352,857
NBTY, Inc.
	29,750	Term Loan, 6.25%, Maturing October 2, 2017		30,177,537
Pantry, Inc. (The)
	61	Term Loan, 2.01%, Maturing May 15, 2014		58,647
	6,638	Term Loan, 2.01%, Maturing May 15, 2014		6,372,344
Rite Aid Corp.
	43,718	Term Loan, 2.01%, Maturing June 4, 2014		39,462,906
	13,811	Term Loan, 6.00%, Maturing June 4, 2014		13,715,903
Roundy’s Supermarkets, Inc.
	40,323	Term Loan, 7.00%, Maturing November 3, 2013		40,499,550
	2,500	Term Loan - Second Lien, 10.00%, Maturing April 18, 2016		2,554,688
Supervalu, Inc.
	2,897	Term Loan, 1.54%, Maturing June 1, 2012		2,824,610
	849	Term Loan, 3.04%, Maturing October 5, 2015		827,547


			$	173,846,589




Forest Products — 0.9%

Georgia-Pacific Corp.
	5,421	Term Loan, 2.29%, Maturing December 20, 2012	$	5,422,335
	39,849	Term Loan, 2.29%, Maturing December 21, 2012		39,855,782
	10,414	Term Loan, 3.54%, Maturing December 23, 2014		10,450,890


			$	55,729,007




Health Care — 11.3%

1-800-Contacts, Inc.
	7,940	Term Loan, 7.70%, Maturing March 4, 2015	$	7,900,238
Alliance Healthcare Services
	11,837	Term Loan, 5.50%, Maturing June 1, 2016		11,759,307
American Medical Systems
	257	Term Loan, 2.56%, Maturing July 20, 2012		250,191
AMR Holdco, Inc.
	4,938	Term Loan, 3.26%, Maturing April 8, 2015		4,943,672
Ardent Medical Services, Inc.
	7,587	Term Loan, 6.50%, Maturing September 15, 2015		7,539,457
Aveta Holdings LLC
	4,283	Term Loan, 8.00%, Maturing April 14, 2015		4,189,432
	4,283	Term Loan, 8.00%, Maturing April 14, 2015		4,189,432
Biomet, Inc.
	45,864	Term Loan, 3.28%, Maturing March 25, 2015		45,284,672
EUR	2,885	Term Loan, 3.81%, Maturing March 25, 2015		3,912,520
Cardinal Health 409, Inc.
	15,401	Term Loan, 2.51%, Maturing April 10, 2014		14,473,427
Carestream Health, Inc.
	16,389	Term Loan, 2.26%, Maturing April 30, 2013		16,053,239
Carl Zeiss Vision Holding GmbH
EUR	7,534	Term Loan, 2.24%, Maturing October 24, 2014		9,201,244
EUR	837	Term Loan, 4.00%, Maturing September 30, 2019		854,880
CDRL MS, Inc.
	5,000	Term Loan, 6.75%, Maturing September 29, 2016		5,040,625
Community Health Systems, Inc.
	3,120	Term Loan, 2.55%, Maturing July 25, 2014		3,065,516
	80,441	Term Loan, 2.55%, Maturing July 25, 2014		79,033,628
Concentra, Inc.
	6,607	Term Loan, 2.54%, Maturing June 25, 2014		6,425,756
Convatec Cidron
EUR	1,998	Term Loan, 4.12%, Maturing August 1, 2015		2,696,745
CRC Health Corp.
	1,838	Term Loan, 2.54%, Maturing February 6, 2013		1,755,430
	3,705	Term Loan, 2.54%, Maturing February 6, 2013		3,538,218
Dako EQT Project Delphi
EUR	3,099	Term Loan, 3.00%, Maturing May 31, 2016		3,708,784
	1,568	Term Loan, 2.42%, Maturing June 12, 2016		1,348,739
DaVita, Inc.
	23,525	Term Loan, 4.50%, Maturing October 20, 2016		23,747,993

See notes to financial statements

Floating Rate Portfolio as of October 31, 2010

PORTFOLIO OF INVESTMENTS CONT’D


Principal
Amount*
(000’s omitted)		Borrower/Tranche Description	Value


Health Care (continued)


DJO Finance, LLC
	16,385	Term Loan, 3.26%, Maturing May 20, 2014	$	15,983,955
Emdeon Business Services, LLC
	9,000	Term Loan, 4.50%, Maturing November 18, 2013		9,035,622
Fenwal, Inc.
	505	Term Loan, 2.55%, Maturing February 28, 2014		441,372
	2,945	Term Loan, 2.55%, Maturing February 28, 2014		2,574,854
Fresenius Medical Care Holdings
	7,797	Term Loan, 1.66%, Maturing March 31, 2013		7,710,652
Fresenius SE
	361	Term Loan, 4.50%, Maturing September 10, 2014		364,506
	633	Term Loan, 4.50%, Maturing September 10, 2014		638,112
Grifols SA
	24,600	Term Loan, Maturing October 15, 2016⁽⁶⁾		24,892,125
Hanger Orthopedic Group, Inc.
	3,268	Term Loan, 2.26%, Maturing May 28, 2013		3,256,540
Harvard Drug Group, LLC
	354	Term Loan, 6.50%, Maturing April 8, 2016		335,009
	2,571	Term Loan, 6.50%, Maturing April 8, 2016		2,436,429
HCA, Inc.
	26,850	Term Loan, 2.54%, Maturing November 18, 2013		26,307,322
	45,769	Term Loan, 3.54%, Maturing March 31, 2017		44,980,699
Health Management Association, Inc.
	45,085	Term Loan, 2.04%, Maturing February 28, 2014		44,111,335
Iasis Healthcare, LLC
	30	Term Loan, 2.25%, Maturing March 14, 2014		28,993
	109	Term Loan, 2.26%, Maturing March 14, 2014		106,276
	315	Term Loan, 2.26%, Maturing March 14, 2014		307,058
Ikaria Acquisition, Inc.
	3,500	Term Loan, 7.00%, Maturing May 16, 2016		3,358,540
IM U.S. Holdings, LLC
	9,212	Term Loan, 2.27%, Maturing June 26, 2014		8,906,961
IMS Health, Inc.
EUR	1,980	Term Loan, 5.50%, Maturing January 31, 2016		2,764,441
	8,169	Term Loan, 5.25%, Maturing February 26, 2016		8,260,537
inVentiv Health, Inc.
	9,426	Term Loan, 6.50%, Maturing August 4, 2016		9,492,652
Lifepoint Hospitals, Inc.
	15,498	Term Loan, 3.07%, Maturing April 15, 2015		15,509,961
MPT Operating Partnership, L.P.
	7,980	Term Loan, 5.00%, Maturing May 17, 2016		7,980,000
MultiPlan, Inc.
	29,748	Term Loan, 6.50%, Maturing August 26, 2017		29,910,537
Mylan, Inc.
	11,514	Term Loan, 3.56%, Maturing October 2, 2014		11,547,799
National Mentor Holdings, Inc.
	537	Term Loan, 2.15%, Maturing June 29, 2013		498,835
	8,686	Term Loan, 2.29%, Maturing June 29, 2013		8,066,771
Nyco Holdings
	2,000	Term Loan, 3.85%, Maturing December 29, 2013		1,886,388
	9,025	Term Loan, 4.01%, Maturing December 29, 2014		8,408,237
EUR	8,891	Term Loan, 4.60%, Maturing December 29, 2014		11,647,984
EUR	8,889	Term Loan, 5.35%, Maturing December 29, 2015		11,644,823
	9,022	Term Loan - Second Lien, 4.76%, Maturing December 29, 2015		8,405,681
Prime Healthcare Services, Inc.
	17,039	Term Loan, 7.25%, Maturing April 22, 2015		16,357,800
Psychiatric Solutions, Inc.
	770	Term Loan, 2.03%, Maturing July 2, 2012		767,936
RadNet Management, Inc.
	12,214	Term Loan, 5.75%, Maturing April 1, 2016		12,068,588
ReAble Therapeutics Finance, LLC
	8,780	Term Loan, 2.26%, Maturing November 16, 2013		8,612,168
RehabCare Group, Inc.
	4,583	Term Loan, 6.00%, Maturing November 24, 2015		4,603,824
Select Medical Holdings Corp.
	3,824	Term Loan, 4.09%, Maturing August 22, 2014		3,815,475
	12,402	Term Loan, 4.09%, Maturing August 22, 2014		12,375,320
Skillsoft Corp.
	3,990	Term Loan, 6.50%, Maturing May 26, 2017		4,031,564
Sunrise Medical Holdings, Inc.
EUR	2,476	Term Loan, 8.00%, Maturing May 13, 2014		3,187,418
TZ Merger Sub., Inc. (TriZetto)
	5,000	Term Loan, 6.50%, Maturing August 4, 2015		5,037,500
	4,818	Term Loan, 6.75%, Maturing August 4, 2015		4,822,352
Universal Health Services, Inc.
	20,425	Term Loan, Maturing July 28, 2016⁽⁶⁾		20,658,356
Vanguard Health Holding Co., LLC
	21,745	Term Loan, 5.00%, Maturing January 29, 2016		21,796,729
VWR Funding, Inc.
	22,227	Term Loan, 2.76%, Maturing June 30, 2014		21,421,313


			$	732,270,494




Home Furnishings — 0.7%

Dometic Corp.
	914	Term Loan, 1.04%, Maturing September 5, 2013	$	813,717
	2,057	Term Loan, 1.04%, Maturing September 5, 2013		1,707,434
	1,066	Term Loan, 3.50%, Maturing September 5, 2013⁽²⁾		391,913
Hunter Fan Co.
	3,081	Term Loan, 2.76%, Maturing April 16, 2014		2,707,317

See notes to financial statements

Floating Rate Portfolio as of October 31, 2010

PORTFOLIO OF INVESTMENTS CONT’D


Principal
Amount*
(000’s omitted)		Borrower/Tranche Description	Value


Home Furnishings (continued)


Interline Brands, Inc.
	6,416	Term Loan, 2.01%, Maturing June 23, 2013	$	6,159,468
	1,376	Term Loan, 2.01%, Maturing June 23, 2013		1,320,788
National Bedding Co., LLC
	24,930	Term Loan, 2.38%, Maturing February 28, 2013		24,088,971
	4,500	Term Loan - Second Lien, 5.38%, Maturing February 28, 2014		4,286,250
Oreck Corp.
	797	Term Loan - Second Lien, 3.79%, Maturing March 19, 2016⁽⁷⁾		637,976
Sanitec Europe OY
EUR	3,464	Term Loan, 2.50%, Maturing June 24, 2016		3,845,345


			$	45,959,179




Industrial Equipment — 2.4%

Alliance Laundry Systems, LLC
	2,000	Term Loan, 6.25%, Maturing September 23, 2016	$	2,020,626
Baxi Group, Ltd.
EUR	3,254	Revolving Loan, 0.00%, Maturing December 27, 2010⁽³⁾		4,188,730
GBP	440	Term Loan, 3.26%, Maturing December 27, 2010		685,927
EUR	500	Term Loan, 3.53%, Maturing June 13, 2011		668,644
EUR	500	Term Loan, 4.53%, Maturing June 13, 2012		668,644
Brand Energy and Infrastructure Services, Inc.
	15,108	Term Loan, 2.56%, Maturing February 7, 2014		14,295,783
Bucyrus International, Inc.
	10,583	Term Loan, 4.50%, Maturing February 19, 2016		10,709,714
EPD Holdings, (Goodyear Engineering Products)
	2,587	Term Loan, 2.76%, Maturing July 31, 2014		2,251,359
	14,547	Term Loan, 2.76%, Maturing July 31, 2014		12,659,145
	2,000	Term Loan - Second Lien, 6.01%, Maturing July 13, 2015		1,578,750
Generac Acquisition Corp.
	11,802	Term Loan, 2.79%, Maturing November 11, 2013		11,167,328
Gleason Corp.
	3,459	Term Loan, 2.07%, Maturing June 30, 2013		3,406,911
Itron, Inc.
	551	Term Loan, 3.76%, Maturing April 18, 2014		554,133
Jason, Inc.
	302	Term Loan, 8.25%, Maturing September 21, 2014		297,293
	773	Term Loan, 8.25%, Maturing September 21, 2014		759,156
John Maneely Co.
	28,487	Term Loan, 3.54%, Maturing December 9, 2013		27,893,812
KION Group GmbH
	8,872	Term Loan, 4.01%, Maturing December 23, 2014⁽²⁾		7,151,182
EUR	527	Term Loan, 4.60%, Maturing December 23, 2014⁽²⁾		604,004
	8,872	Term Loan, 4.26%, Maturing December 23, 2015⁽²⁾		7,151,182
EUR	488	Term Loan, 4.85%, Maturing December 29, 2015⁽²⁾		558,627
Pinafore, LLC
	20,225	Term Loan, 6.75%, Maturing September 29, 2016		20,488,876
Polypore, Inc.
	2,000	Revolving Loan, 0.65%, Maturing July 3, 2013⁽³⁾		1,820,000
	22,621	Term Loan, 2.26%, Maturing July 3, 2014		22,154,600
EUR	1,078	Term Loan, 2.80%, Maturing July 3, 2014		1,418,202
Sequa Corp.
	1,989	Term Loan, 3.54%, Maturing December 3, 2014		1,886,893


			$	157,039,521




Insurance — 1.8%

Alliant Holdings I, Inc.
	22,892	Term Loan, 3.29%, Maturing August 21, 2014	$	22,262,578
AmWINS Group, Inc.
	6,428	Term Loan, 2.80%, Maturing June 8, 2013		5,998,060
Applied Systems, Inc.
	13,108	Term Loan, 2.76%, Maturing September 26, 2013		12,397,550
CCC Information Services Group, Inc.
	7,227	Term Loan, 2.51%, Maturing February 10, 2013		7,058,117
Conseco, Inc.
	22,278	Term Loan, 7.50%, Maturing October 10, 2013		22,006,548
Crump Group, Inc.
	3,000	Term Loan, 3.26%, Maturing August 1, 2014		2,823,559
HUB International Holdings, Inc.
	2,788	Term Loan, 2.79%, Maturing June 13, 2014		2,674,877
	16,733	Term Loan, 2.79%, Maturing June 13, 2014		16,052,732
	3,490	Term Loan, 6.75%, Maturing June 13, 2014		3,463,577
U.S.I. Holdings Corp.
	18,500	Term Loan, 2.76%, Maturing May 5, 2014		17,359,236
	1,980	Term Loan, 7.00%, Maturing May 5, 2014		1,943,370


			$	114,040,204




Leisure Goods / Activities / Movies — 3.7%

24 Hour Fitness Worldwide, Inc.
	3,990	Term Loan, 6.75%, Maturing April 22, 2016	$	3,819,180
AMC Entertainment, Inc.
	20,157	Term Loan, 1.76%, Maturing January 28, 2013		19,888,692
AMF Bowling Worldwide, Inc.
	2,785	Term Loan, 2.76%, Maturing June 8, 2013		2,459,839
Bombardier Recreational Products
	23,998	Term Loan, 3.39%, Maturing June 28, 2013		21,567,762
Carmike Cinemas, Inc.
	15,351	Term Loan, 5.50%, Maturing January 27, 2016		15,439,663

See notes to financial statements

Floating Rate Portfolio as of October 31, 2010

PORTFOLIO OF INVESTMENTS CONT’D


Principal
Amount*
(000’s omitted)		Borrower/Tranche Description	Value


Leisure Goods / Activities / Movies (continued)


Cedar Fair, L.P.
	14,963	Term Loan, 5.50%, Maturing December 15, 2016	$	15,178,873
CFV I, LLC/Hicks Sports Group
	438	Term Loan, 11.77%, Maturing December 1, 2010⁽²⁾⁽³⁾		454,404
Cinemark, Inc.
	28,842	Term Loan, 3.55%, Maturing April 29, 2016		28,950,511
Deluxe Entertainment Services Group, Inc.
	271	Term Loan, 6.25%, Maturing May 11, 2013		258,287
	4,477	Term Loan, 6.25%, Maturing May 11, 2013		4,260,498
Fender Musical Instruments Corp.
	3,949	Term Loan, 2.54%, Maturing June 9, 2014		3,416,034
	1,133	Term Loan, 2.55%, Maturing June 9, 2014		979,706
Metro-Goldwyn-Mayer Holdings, Inc.
	22,904	Term Loan, 0.00%, Maturing April 9, 2012⁽⁴⁾		10,726,733
National CineMedia, LLC
	12,250	Term Loan, 2.05%, Maturing February 13, 2015		11,905,469
Odeon
GBP	624	Term Loan, 3.99%, Maturing April 2, 2015		955,845
GBP	624	Term Loan, 4.86%, Maturing April 2, 2016		955,845
Regal Cinemas Corp.
	23,428	Term Loan, 3.79%, Maturing November 21, 2016		23,526,125
Revolution Studios Distribution Co., LLC
	5,511	Term Loan, 4.01%, Maturing December 21, 2014		4,353,332
Six Flags Theme Parks, Inc.
	19,594	Term Loan, 6.00%, Maturing June 30, 2016		19,703,622
Sram, LLC
	5,517	Term loan, 5.01%, Maturing April 30, 2015		5,531,034
SW Acquisition Co., Inc.
	14,044	Term Loan, 5.75%, Maturing June 1, 2016		14,164,568
Universal City Development Partners, Ltd.
	17,562	Term Loan, 5.50%, Maturing November 6, 2014		17,730,255
Zuffa, LLC
	4,000	Revolving Loan, 1.34%, Maturing June 19, 2012⁽³⁾		3,876,400
	10,978	Term Loan, 2.31%, Maturing June 19, 2015		10,473,215


			$	240,575,892




Lodging and Casinos — 3.1%

Ameristar Casinos, Inc.
	1,800	Term Loan, 3.54%, Maturing November 10, 2012	$	1,800,068
Choctaw Resort Development Enterprise
	2,261	Term Loan, 7.25%, Maturing November 4, 2011		2,241,137
Full Moon Holdco 3, Ltd.
GBP	1,500	Term Loan, 4.52%, Maturing November 20, 2014		2,168,180
GBP	1,500	Term Loan, 5.02%, Maturing November 20, 2015		2,168,180
Gala Electric Casinos, Ltd.
EUR	317	Revolving Loan, 5.14%, Maturing September 28, 2012		434,331
GBP	667	Revolving Loan, 4.57%, Maturing October 26, 2012		1,050,621
GBP	10,750	Term Loan, 4.90%, Maturing December 12, 2014		16,271,680
GBP	10,750	Term Loan, 5.40%, Maturing December 12, 2014		16,271,787
GBP	1,178	Term Loan - Second Lien, 7.40%, Maturing April 7, 2015		1,732,790
Gateway Casinos & Entertainment
	3,605	Term Loan, 10.50%, Maturing September 16, 2014		3,614,195
Harrah’s Operating Co.
	7,051	Term Loan, 3.29%, Maturing January 28, 2015		6,242,817
	12,000	Term Loan, 3.29%, Maturing January 28, 2015		10,606,500
	16,365	Term Loan, 3.29%, Maturing January 28, 2015		14,454,641
	9,925	Term Loan, 9.50%, Maturing October 31, 2016		10,348,192
Herbst Gaming, Inc.
	2,455	Term Loan, 0.00%, Maturing January 2, 2014⁽⁴⁾		1,388,230
	6,176	Term Loan, 0.00%, Maturing January 2, 2014⁽⁴⁾		3,491,753
Isle of Capri Casinos, Inc.
	5,605	Term Loan, 5.00%, Maturing November 25, 2013		5,499,215
	9,167	Term Loan, 5.00%, Maturing November 25, 2013		8,993,642
	22,308	Term Loan, 5.00%, Maturing November 25, 2013		21,885,515
Las Vegas Sands, LLC
	4,942	Term Loan, 3.03%, Maturing November 23, 2016		4,627,170
	9,680	Term Loan, 3.03%, Maturing November 23, 2016		9,069,835
LodgeNet Entertainment Corp.
	9,151	Term Loan, 2.29%, Maturing April 4, 2014		8,708,347
Penn National Gaming, Inc.
	29,483	Term Loan, 2.03%, Maturing October 3, 2012		29,328,690
Scandic Hotels
EUR	1,725	Term Loan, 3.11%, Maturing April 25, 2015		1,962,208
EUR	1,725	Term Loan, 3.49%, Maturing June 30, 2016		1,962,208
Venetian Casino Resort/Las Vegas Sands, Inc.
	851	Term Loan, Maturing May 23, 2014⁽⁶⁾		810,173
	4,149	Term Loan, Maturing May 23, 2014⁽⁶⁾		3,949,202
VML US Finance, LLC
	2,756	Term Loan, 4.78%, Maturing May 25, 2012		2,757,469
	9,119	Term Loan, 4.78%, Maturing May 27, 2013		9,121,395


			$	202,960,171




Nonferrous Metals / Minerals — 0.8%

Euramax International, Inc.
GBP	473	Term Loan, 10.00%, Maturing June 29, 2013	$	717,642
	744	Term Loan, 10.00%, Maturing June 29, 2013		703,128
GBP	451	Term Loan, 14.00%, Maturing June 29, 2013⁽²⁾		685,275
	705	Term Loan, 14.00%, Maturing June 29, 2013⁽²⁾		666,220
Fairmount Minerals, Ltd.
	8,850	Term Loan, 6.25%, Maturing August 5, 2016		8,964,315

See notes to financial statements

Floating Rate Portfolio as of October 31, 2010

PORTFOLIO OF INVESTMENTS CONT’D


Principal
Amount*
(000’s omitted)		Borrower/Tranche Description	Value


Nonferrous Metals / Minerals (continued)


Noranda Aluminum Acquisition
	10,464	Term Loan, 2.05%, Maturing May 18, 2014	$	10,202,508
Novelis, Inc.
	3,422	Term Loan, 2.26%, Maturing July 6, 2014		3,367,190
	8,275	Term Loan, 2.26%, Maturing July 7, 2014		8,142,736
Oxbow Carbon and Mineral Holdings
	16,758	Term Loan, 2.29%, Maturing May 8, 2014		16,244,871
Tube City IMS Corp.
	1,147	Term Loan, 2.51%, Maturing January 25, 2014		1,056,424
	144	Term Loan, 2.78%, Maturing January 25, 2014		132,696


			$	50,883,005




Oil and Gas — 2.3%

Big West Oil, LLC
	4,822	Term Loan, 12.00%, Maturing July 23, 2015	$	4,909,625
CITGO Petroleum Corp.
	7,036	Term Loan, 8.00%, Maturing June 24, 2015		7,176,096
	23,205	Term Loan, 9.00%, Maturing June 15, 2017		23,887,006
Crestwood Holdings, LLC
	4,175	Term Loan, 10.50%, Maturing September 30, 2016		4,232,406
Dresser, Inc.
	21,860	Term Loan, 2.61%, Maturing May 4, 2014		21,791,444
	5,000	Term Loan - Second Lien, 6.11%, Maturing May 4, 2015		5,000,000
Dynegy Holdings, Inc.
	2,616	Term Loan, 4.01%, Maturing April 2, 2013		2,588,143
	45,710	Term Loan, 4.01%, Maturing April 2, 2013		45,223,941
Enterprise GP Holdings, L.P.
	2,352	Term Loan, 2.51%, Maturing November 10, 2014		2,347,590
Hercules Offshore, Inc.
	2,780	Term Loan, 6.00%, Maturing July 11, 2013		2,594,517
IFM (US) Colonial Pipeline 2, LLC
	871	Term Loan, 2.31%, Maturing February 27, 2012		867,284
Precision Drilling Corp.
	3,403	Term Loan, 4.26%, Maturing December 23, 2013		3,382,065
	7,491	Term Loan, 7.25%, Maturing September 30, 2014		7,596,561
SemGroup Corp.
	7,464	Term Loan, 1.58%, Maturing November 30, 2012		7,523,724
Sheridan Production Partners I, LLC
	780	Term Loan, 7.50%, Maturing April 20, 2017		780,964
	1,276	Term Loan, 7.50%, Maturing April 20, 2017		1,278,579
	9,631	Term Loan, 7.50%, Maturing April 20, 2017		9,649,057


			$	150,829,002





Publishing — 3.8%

American Media Operations, Inc.
	17,425	Term Loan, 10.00%, Maturing January 30, 2013⁽²⁾	$	17,229,402
Aster Zweite Beteiligungs GmbH
	597	Term Loan, 2.71%, Maturing September 27, 2013		558,023
	7,825	Term Loan, 2.71%, Maturing September 27, 2013		7,311,484
	639	Term Loan, 2.71%, Maturing September 27, 2014		596,647
EUR	708	Term Loan, 3.39%, Maturing December 31, 2014		939,661
EUR	792	Term Loan, 3.39%, Maturing December 31, 2014		1,049,744
Black Press US Partnership
	1,110	Term Loan, 2.30%, Maturing August 2, 2013		993,893
	1,829	Term Loan, 2.30%, Maturing August 2, 2013		1,637,000
GateHouse Media Operating, Inc.
	4,906	Term Loan, 2.26%, Maturing August 28, 2014		1,812,658
	15,631	Term Loan, 2.26%, Maturing August 28, 2014		5,775,660
	9,330	Term Loan, 2.51%, Maturing August 28, 2014		3,447,559
Getty Images, Inc.
	8,834	Term Loan, 6.25%, Maturing July 2, 2015		8,857,982
Hanley-Wood, LLC
	7,294	Term Loan, 2.62%, Maturing March 8, 2014		3,329,597
Lamar Media Corp.
	6,501	Term Loan, 4.25%, Maturing December 30, 2016		6,548,704
Laureate Education, Inc.
	2,881	Term Loan, 3.54%, Maturing August 17, 2014		2,706,328
	19,242	Term Loan, 3.54%, Maturing August 17, 2014		18,075,503
	2,970	Term Loan, 7.00%, Maturing August 31, 2014		2,949,952
MediaNews Group, Inc.
	2,188	Term Loan, 8.50%, Maturing March 19, 2014		2,076,876
Merrill Communications, LLC
	9,854	Term Loan, 8.50%, Maturing December 24, 2012		9,533,977
Nelson Education, Ltd.
	284	Term Loan, 2.79%, Maturing July 5, 2014		253,893
Newspaper Holdings, Inc.
	18,203	Term Loan, 1.81%, Maturing July 24, 2014		10,922,068
Nielsen Finance, LLC
	39,844	Term Loan, 2.26%, Maturing August 9, 2013		39,055,877
	5,402	Term Loan, 4.01%, Maturing May 2, 2016		5,326,451
	6,830	Term Loan, 4.01%, Maturing May 2, 2016		6,767,001
SGS International, Inc.
	1,943	Term Loan, 3.78%, Maturing December 30, 2011		1,933,568
	962	Term Loan, 3.78%, Maturing December 30, 2011		956,704
Source Interlink Companies, Inc.
	1,779	Term Loan, 10.75%, Maturing June 18, 2012		1,769,960
	4,063	Term Loan, 10.75%, Maturing June 18, 2013		3,880,548
	1,387	Term Loan, 15.00%, Maturing March 18, 2014⁽²⁾		873,557
Source Media, Inc.
	9,714	Term Loan, 7.00%, Maturing November 8, 2011		9,300,950

See notes to financial statements

Floating Rate Portfolio as of October 31, 2010

PORTFOLIO OF INVESTMENTS CONT’D


Principal
Amount*
(000’s omitted)		Borrower/Tranche Description	Value


Publishing (continued)


Springer Science+Business Media S.A.
EUR	6,265	Term Loan, 6.75%, Maturing June 30, 2015	$	8,745,488
	9,000	Term Loan, 6.75%, Maturing June 17, 2016		9,033,750
Star Tribune Co. (The)
	1,262	Term Loan, 8.00%, Maturing September 28, 2014		1,142,314
	841	Term Loan, 8.00%, Maturing September 29, 2014		761,543
TL Acquisitions, Inc.
	8,294	Term Loan, 2.54%, Maturing July 3, 2014		7,593,400
Trader Media Corp.
GBP	11,879	Term Loan, 2.57%, Maturing March 23, 2015		18,320,196
Tribune Co.
	4,791	Term Loan, 0.00%, Maturing June 7, 2011⁽⁴⁾		3,138,011
Xsys, Inc.
	7,834	Term Loan, 2.71%, Maturing September 27, 2013		7,319,521
EUR	2,750	Term Loan, 3.39%, Maturing September 27, 2013		3,647,242
	8,001	Term Loan, 2.71%, Maturing September 27, 2014		7,476,327
EUR	2,690	Term Loan, 3.39%, Maturing September 27, 2014		3,567,313
EUR	1,000	Term Loan - Second Lien, 5.39%, Maturing September 27, 2015		1,302,492


			$	248,518,824




Radio and Television — 2.4%

Block Communications, Inc.
	9,339	Term Loan, 2.29%, Maturing December 22, 2011	$	8,872,322
CMP Susquehanna Corp.
	3,815	Revolving Loan, 1.58%, Maturing May 5, 2012⁽³⁾		3,299,762
	8,849	Term Loan, 2.31%, Maturing May 5, 2013		7,935,745
Cumulus Media, Inc.
	12,833	Term Loan, 4.01%, Maturing June 11, 2014		11,754,887
Entercom Communications Corp.
	3,000	Revolving Loan, 1.49%, Maturing June 30, 2012⁽³⁾		2,775,000
	3,000	Term Loan, Maturing June 30, 2012⁽⁶⁾		2,912,499
Gray Television, Inc.
	2,712	Term Loan, 3.76%, Maturing December 31, 2014		2,636,118
HIT Entertainment, Inc.
	1,438	Term Loan, 5.68%, Maturing June 1, 2012		1,401,025
Live Nation Worldwide, Inc.
	19,596	Term Loan, 4.50%, Maturing November 7, 2016		19,547,252
Local TV Finance, LLC
	2,932	Term Loan, 2.29%, Maturing May 7, 2013		2,746,704
Mission Broadcasting, Inc.
	3,803	Term Loan, 5.00%, Maturing September 30, 2016		3,802,719
NEP II, Inc.
	2,378	Term Loan, 2.30%, Maturing February 16, 2014		2,282,656
New Young Broadcasting Holding Co., Inc.
	2,053	Term Loan, 8.00%, Maturing June 30, 2015		2,061,870
Nexstar Broadcasting, Inc.
	5,948	Term Loan, 5.01%, Maturing September 30, 2016		5,947,843
Raycom TV Broadcasting, LLC
	9,083	Term Loan, 1.81%, Maturing June 25, 2014		8,446,916
Spanish Broadcasting System, Inc.
	6,277	Term Loan, 2.04%, Maturing June 11, 2012		6,030,980
Tyrol Acquisition 2 SAS
EUR	6,300	Term Loan, 2.85%, Maturing January 30, 2015		7,542,763
EUR	6,300	Term Loan, 3.10%, Maturing January 29, 2016		7,542,763
Univision Communications, Inc.
	21,078	Term Loan, 2.51%, Maturing September 29, 2014		19,956,496
	21,078	Term Loan, 4.51%, Maturing March 31, 2017		19,916,722
Weather Channel
	7,551	Term Loan, 5.00%, Maturing September 14, 2015		7,595,218


			$	155,008,260




Rail Industries — 0.1%

Kansas City Southern Railway Co.
	7,754	Term Loan, 2.05%, Maturing April 26, 2013	$	7,584,727
	1,935	Term Loan, 1.78%, Maturing April 28, 2013		1,884,206


			$	9,468,933




Retailers (Except Food and Drug) — 2.9%

American Achievement Corp.
	1,349	Term Loan, 6.26%, Maturing March 25, 2011	$	1,342,462
Amscan Holdings, Inc.
	4,073	Term Loan, 2.54%, Maturing May 25, 2013		3,933,652
Dollar General Corp.
	10,000	Term Loan, 3.01%, Maturing July 7, 2014		9,884,690
	2,500	Term Loan, 3.02%, Maturing July 7, 2014		2,476,215
Educate, Inc.
	2,687	Term Loan - Second Lien, 8.51%, Maturing June 16, 2014		2,619,411
Harbor Freight Tools USA, Inc.
	16,823	Term Loan, 5.02%, Maturing February 24, 2016		16,836,317
KKR My Best Friend UK Holdco.
GBP	2,000	Term Loan, 5.57%, Maturing January 24, 2017		3,199,552
Mapco Express, Inc.
	2,802	Term Loan, 6.50%, Maturing April 28, 2011		2,745,554
Matalan Group, Ltd.
GBP	7,198	Term Loan, 5.57%, Maturing March 24, 2016		11,534,026
Michaels Stores, Inc.
	15,500	Term Loan, 2.63%, Maturing October 31, 2013		15,060,187
	5,000	Term Loan, Maturing July 31, 2016⁽⁶⁾		4,966,665

See notes to financial statements

Floating Rate Portfolio as of October 31, 2010

PORTFOLIO OF INVESTMENTS CONT’D


Principal
Amount*
(000’s omitted)		Borrower/Tranche Description	Value


Retailers (Except Food and Drug) (continued)


Neiman Marcus Group, Inc.
	27,678	Term Loan, 2.29%, Maturing April 5, 2013	$	27,045,472
Orbitz Worldwide, Inc.
	15,796	Term Loan, 3.28%, Maturing July 25, 2014		15,388,070
Oriental Trading Co., Inc.
	2,000	Term Loan - Second Lien, 0.00%, Maturing January 31, 2014⁽⁴⁾		67,500
Pep Boys-Manny, Moe, & Jack (The)
	2,351	Term Loan, 2.30%, Maturing October 28, 2013		2,271,229
Pilot Travel Centers, LLC
	6,039	Term Loan, 5.25%, Maturing June 30, 2016		6,129,595
Rent-A-Center, Inc.
	273	Term Loan, 2.02%, Maturing June 30, 2012		272,697
	7,255	Term Loan, 3.30%, Maturing March 31, 2015		7,273,052
Rover Acquisition Corp.
	6,884	Term Loan, 2.53%, Maturing October 25, 2013		6,753,824
Savers, Inc.
	7,736	Term Loan, 5.75%, Maturing March 11, 2016		7,765,135
Visant Corp.
	7,975	Term Loan, 7.00%, Maturing December 22, 2016		8,053,091
Vivarte
EUR	89	Term Loan, 2.74%, Maturing March 9, 2015		105,257
EUR	348	Term Loan, 2.74%, Maturing March 9, 2015		409,333
EUR	8,179	Term Loan, 2.74%, Maturing March 9, 2015		9,631,382
EUR	8,179	Term Loan, 3.24%, Maturing March 8, 2016		9,631,382
EUR	89	Term Loan, 3.24%, Maturing May 29, 2016		105,257
EUR	348	Term Loan, 3.24%, Maturing May 29, 2016		409,333
EUR	13	Term Loan - Second Lien, 4.24%, Maturing September 8, 2016		14,720
EUR	88	Term Loan - Second Lien, 4.24%, Maturing September 8, 2016		90,484
EUR	900	Term Loan - Second Lien, 4.24%, Maturing September 8, 2016		930,697
Yankee Candle Company, Inc. (The)
	15,229	Term Loan, 2.26%, Maturing February 6, 2014		14,784,670


			$	191,730,911




Surface Transport — 0.2%

CEVA Group PLC U.S.
	2,042	Term Loan, 3.26%, Maturing November 4, 2013	$	1,834,436
Swift Transportation Co., Inc.
	6,000	Term Loan, 8.25%, Maturing May 6, 2012		5,711,250
	6,979	Term Loan, 8.25%, Maturing May 9, 2014		6,874,584


			$	14,420,270





Telecommunications — 3.5%

Alaska Communications Systems Holdings, Inc.
	14,225	Term Loan, 6.25%, Maturing October 15, 2016	$	14,316,865
Asurion Corp.
	24,414	Term Loan, 3.28%, Maturing July 3, 2014		22,845,128
	10,750	Term Loan, Maturing March 31, 2015⁽⁶⁾		10,571,958
	3,750	Term Loan - Second Lien, 6.76%, Maturing July 3, 2015		3,508,594
BCM Luxembourg, Ltd.
EUR	4,951	Term Loan, 2.72%, Maturing September 30, 2014		5,803,146
EUR	4,951	Term Loan, 2.97%, Maturing September 30, 2015		5,803,685
EUR	1,000	Term Loan - Second Lien, 5.10%, Maturing March 31, 2016		1,064,411
Cellular South, Inc.
	6,713	Term Loan, 2.05%, Maturing May 29, 2014		6,545,398
	2,944	Term Loan, 2.06%, Maturing May 29, 2014		2,870,385
CommScope, Inc.
	6,095	Term Loan, 2.79%, Maturing December 26, 2014		6,097,710
Intelsat Corp.
	2,193	Term Loan, 2.79%, Maturing January 3, 2014		2,141,164
	2,193	Term Loan, 2.79%, Maturing January 3, 2014		2,141,164
	2,194	Term Loan, 2.79%, Maturing January 3, 2014		2,141,765
	21,412	Term Loan, 2.79%, Maturing January 3, 2014		20,905,332
	21,412	Term Loan, 2.79%, Maturing January 3, 2014		20,905,332
	21,418	Term Loan, 2.79%, Maturing January 3, 2014		20,911,032
Intelsat Subsidiary Holding Co.
	7,500	Term Loan, 2.79%, Maturing July 3, 2013		7,319,386
IPC Systems, Inc.
	4,484	Term Loan, 2.53%, Maturing May 31, 2014		4,043,511
GBP	338	Term Loan, 2.99%, Maturing May 31, 2014		479,747
MacQuarie UK Broadcast Ventures, Ltd.
GBP	6,867	Term Loan, 2.57%, Maturing December 1, 2014		9,281,455
Metro PCS
	2,627	Term Loan, Maturing November 4, 2013⁽⁶⁾		2,603,424
NTelos, Inc.
	7,686	Term Loan, 5.75%, Maturing August 7, 2015		7,733,651
Telesat Canada, Inc.
	3,221	Term Loan, 3.26%, Maturing October 31, 2014		3,169,582
	37,503	Term Loan, 3.26%, Maturing October 31, 2014		36,900,706
TowerCo Finance, LLC
	2,456	Term Loan, 6.00%, Maturing November 24, 2014		2,485,097
Windstream Corp.
	4,246	Term Loan, 3.04%, Maturing December 17, 2015		4,261,200


			$	226,850,828

See notes to financial statements

Floating Rate Portfolio as of October 31, 2010

PORTFOLIO OF INVESTMENTS CONT’D


Principal
Amount*
(000’s omitted)		Borrower/Tranche Description	Value



Utilities — 1.9%

AEI Finance Holding, LLC
	2,325	Revolving Loan, 3.29%, Maturing March 30, 2012	$	2,258,421
	20,329	Term Loan, 3.29%, Maturing March 30, 2014		19,747,733
BRSP, LLC
	4,373	Term Loan, 7.50%, Maturing June 4, 2014		4,394,892
Calpine Corp.
	19,682	Term Loan, 3.17%, Maturing March 29, 2014		19,615,362
Covanta Energy Corp.
	781	Term Loan, 1.86%, Maturing February 10, 2014		759,596
	893	Term Loan, 1.93%, Maturing February 10, 2014		868,941
Mirant North America, LLC
	3,051	Term Loan, 2.01%, Maturing January 3, 2013		3,041,859
NRG Energy, Inc.
	3,633	Term Loan, 1.78%, Maturing February 1, 2013		3,561,195
	8	Term Loan, 1.79%, Maturing February 1, 2013		7,793
	13,883	Term Loan, 3.54%, Maturing August 31, 2015		13,896,909
	20,771	Term Loan, 3.54%, Maturing August 31, 2015		20,650,017
TXU Texas Competitive Electric Holdings Co., LLC
	6,416	Term Loan, 3.76%, Maturing October 10, 2014		5,047,776
	10,790	Term Loan, 3.76%, Maturing October 10, 2014		8,495,339
	20,454	Term Loan, 3.92%, Maturing October 10, 2014		16,092,154
Vulcan Energy Corp.
	3,253	Term Loan, 5.50%, Maturing September 29, 2015		3,281,646


			$	121,719,633



Total Senior Floating-Rate Interests
(identified cost $6,153,872,650)			$	6,105,984,048





Corporate Bonds & Notes — 1.6%

Principal
Amount*
(000’s omitted)		Security	Value



Aerospace and Defense — 0.1%

International Lease Finance Corp., Sr. Notes
	2,325	6.50%, 9/1/14⁽⁸⁾	$	2,522,625
	2,325	6.75%, 9/1/16⁽⁸⁾		2,545,875
	2,325	7.125%, 9/1/18⁽⁸⁾		2,569,125


			$	7,637,625





Building and Development — 0.3%

Grohe Holding GmbH, Variable Rate
EUR	13,000	3.86%, 1/15/14⁽⁹⁾	$	17,233,965


			$	17,233,965




Cable and Satellite Television — 0.2%

Virgin Media Finance PLC, Sr. Notes
	14,000	6.50%, 1/15/18	$	15,085,000


			$	15,085,000




Chemicals and Plastics — 0.0%⁽¹⁰⁾

Rhodia SA, Sr. Notes, Variable Rate
EUR	856	3.735%, 10/15/13⁽⁹⁾	$	1,200,421
Wellman Holdings, Inc., Sr. Sub. Notes
	1,104	5.00%, 1/29/19⁽²⁾⁽⁷⁾		0


			$	1,200,421




Ecological Services and Equipment — 0.0%⁽¹⁰⁾

Environmental Systems Product Holdings, Inc., Jr. Notes
	175	18.00%, 3/31/15⁽⁷⁾	$	148,541


			$	148,541




Electronics / Electrical — 0.1%

NXP BV/NXP Funding, LLC, Variable Rate
	6,300	3.039%, 10/15/13	$	6,008,625


			$	6,008,625




Financial Intermediaries — 0.1%

First Data Corp., Sr. Notes
	5,825	8.875%, 8/15/20⁽⁸⁾	$	6,152,656


			$	6,152,656




Health Care — 0.0%⁽¹⁰⁾

Accellent, Inc., Sr. Notes
	3,000	8.375%, 2/1/17⁽⁸⁾	$	3,180,000


			$	3,180,000




Leisure Goods / Activities / Movies — 0.2%

MU Finance PLC, Sr. Notes
	10,000	8.375%, 2/1/17⁽⁸⁾	$	10,025,000


			$	10,025,000

See notes to financial statements

Floating Rate Portfolio as of October 31, 2010

PORTFOLIO OF INVESTMENTS CONT’D


Principal
Amount*
(000’s omitted)		Security	Value



Radio and Television — 0.1%

Entravision Communications, Sr. Notes
	3,000	8.75%, 8/1/17⁽⁸⁾	$	3,228,750


			$	3,228,750




Utilities — 0.5%

Calpine Corp., Sr. Notes
	33,200	7.50%, 2/15/21⁽⁸⁾	$	34,154,500


			$	34,154,500



Total Corporate Bonds & Notes
(identified cost $100,308,359)			$	104,055,083




Asset-Backed Securities — 0.1%

Principal
Amount
(000’s omitted)		Security	Value


$	726	Alzette European CLO SA, Series 2004-1A, Class E2, 7.273%, 12/15/20⁽¹¹⁾	$	473,096
	1,750	Assemblies of God Financial Real Estate, Series 2004-1A, Class A, 2.439%, 6/15/29^(8)(11)		1,748,612
	884	Avalon Capital Ltd. 3, Series 1A, Class D, 2.279%, 2/24/19^(8)(11)		567,680
	1,129	Babson Ltd., Series 2005-1A, Class C1, 2.239%, 4/15/19^(8)(11)		680,377
	1,510	Bryant Park CDO Ltd., Series 2005-1A, Class C, 2.339%, 1/15/19^(2)(8)(11)		769,868
	1,500	Carlyle High Yield Partners, Series 2004-6A, Class C, 2.854%, 8/11/16^(8)(11)		1,059,086
	985	Centurion CDO 8 Ltd., Series 2005-8A, Class D, 5.793%, 3/8/17^(8)(11)		637,927
	2,000	Morgan Stanley Investment Management Croton, Ltd., Series 2005-1A, Class D, 2.239%, 1/15/18^(8)(11)		1,114,368



Total Asset-Backed Securities
(identified cost $10,433,650)			$	7,051,014




Common Stocks — 0.7%

Shares		Security	Value



Automotive — 0.1%

	88,506	Dayco Products, LLC ^(12)(13)	$	3,916,391
	207,032	Hayes Lemmerz International, Inc.^(7)(12)(13)		1,852,936


			$	5,769,327



Building and Development — 0.1%

	24,547	Lafarge Roofing^(7)(12)(13)	$	0
	24,547	Lafarge Roofing^(7)(12)(13)		0
	24,547	Lafarge Roofing^(7)(12)(13)		0
	3,646	United Subcontractors, Inc.^(7)(12)(13)		320,534
	22,273	WCI Communities, Inc.^(12)(13)		1,893,171


			$	2,213,705




Chemicals and Plastics — 0.0%⁽¹⁰⁾

	3,849	Vita Cayman II, Ltd.^(12)(13)	$	1,191,941
	1,022	Wellman Holdings, Inc.^(7)(12)(13)		0


			$	1,191,941




Diversified Manufacturing — 0.0%⁽¹⁰⁾

	381,639	MEGA Brands, Inc.⁽¹³⁾	$	216,317


			$	216,317




Ecological Services and Equipment — 0.0%⁽¹⁰⁾

	2,484	Environmental Systems Products Holdings, Inc.^(7)(13)(14)	$	21,959


			$	21,959




Food Service — 0.0%⁽¹⁰⁾

	193,076	Buffets, Inc.⁽¹³⁾	$	820,573


			$	820,573




Home Furnishings — 0.0%⁽¹⁰⁾

	364	Dometic Corp.^(7)(12)(13)	$	0
	14,217	Oreck Corp.^(7)(12)(13)		1,202,474
	235,015	Sanitec Europe Oy B Units^(12)(13)		981,281
	230,960	Sanitec Europe Oy E Units^(7)(12)(13)		0


			$	2,183,755




Publishing — 0.4%

	28,605	Ion Media Networks, Inc.^(12)(13)	$	11,942,587
	162,730	MediaNews Group, Inc.^(12)(13)		2,929,139
	14,145	Philadelphia Newspaper, LLC^(7)(12)(13)		954,080
	351,929	Reader’s Digest Association, Inc. (The)^(12)(13)		7,337,720
	5,725	Source Interlink Companies, Inc.^(7)(12)(13)		131,217
	30,631	Star Tribune Media Holdings Co.⁽¹³⁾		643,251
	53,719	SuperMedia, Inc.⁽¹³⁾		353,471


			$	24,291,465

See notes to financial statements

Floating Rate Portfolio as of October 31, 2010

PORTFOLIO OF INVESTMENTS CONT’D


Shares		Security	Value



Radio and Television — 0.1%

	3,264	New Young Broadcasting Holding Co., Inc.^(12)(13)	$	7,017,600


			$	7,017,600



Total Common Stocks
(identified cost $33,372,829)			$	43,726,642




Preferred Stocks — 0.0%⁽¹⁰⁾

Shares		Security	Value



Ecological Services and Equipment — 0.0%⁽¹⁰⁾

	1,138	Environmental Systems Products Holdings, Inc., Series A^(7)(13)(14)	$	131,518



Home Furnishings — 0.0%⁽¹⁰⁾

	364	Dometic Corp.^(7)(12)(13)	$	0



Total Preferred Stocks
(identified cost $19,915)			$	131,518




Warrants — 0.0%⁽¹⁰⁾

Shares		Security	Value


	158	New Young Broadcasting Holding Co., Inc. 12/24/24^(12)(13)	$	339,700



Total Warrants
(identified cost $271,529)			$	339,700


Short-Term Investments — 9.6%

Interest/
Principal
Amount
(000’s omitted)		Description	Value


	$623,984	Eaton Vance Cash Reserves Fund, LLC, 0.22%^(15)(16)	$	623,984,478
	1,839	State Street Bank and Trust Euro Time Deposit, 0.01%, 11/1/10		1,839,377



Total Short-Term Investments
(identified cost $625,823,855)			$	625,823,855



Total Investments — 106.0%
(identified cost $6,924,102,787)			$	6,887,111,860




Less Unfunded Loan Commitments — (1.1)%			$	(69,323,912	)



Net Investments — 104.9%
(identified cost $6,854,778,875)			$	6,817,787,948



Other Assets, Less Liabilities — (4.9)%			$	(320,892,221	)



Net Assets — 100.0%			$	6,496,895,727

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

DIP - Debtor in Possession

CHF - Swiss Franc

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 lending 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.

See notes to financial statements

Floating Rate Portfolio as of October 31, 2010

PORTFOLIO OF INVESTMENTS CONT’D


(3)		Unfunded or partially unfunded 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. See Note 1G for description.

(4)		Currently the issuer is in default with respect to interest payments.

(5)		Defaulted matured security.

(6)		This Senior Loan will settle after October 31, 2010, at which time the interest rate will be determined.

(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 pursuant to Rule 144A under the Securities Act of 1933. These securities may be sold in certain transactions (normally to qualified institutional buyers) and remain exempt from registration. At October 31, 2010, the aggregate value of these securities is $70,956,449 or 1.1% of the Portfolio’s net assets.

(9)		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.

(10)		Amount is less than 0.05%.

(11)		Variable rate security. The stated interest rate represents the rate in effect at October 31, 2010.

(12)		Security was acquired in connection with a restructuring of a Senior Loan and may be subject to restrictions on resale.

(13)		Non-income producing security.

(14)		Restricted security (see Note 5).

(15)		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, 2010.

(16)		Net income allocated from the investment in Eaton Vance Cash Reserves Fund, LLC and Cash Management Portfolio, an affiliated investment company, for the year ended October 31, 2010 was $518,417 and $0, respectively.

See notes to financial statements

Floating Rate Portfolio as of October 31, 2010

FINANCIAL STATEMENTS

Statement of Assets and Liabilities


As of October 31, 2010

Assets

Unaffiliated investments, at value (identified cost, $6,230,794,397)	$	6,193,803,470
Affiliated investment, at value (identified cost, $623,984,478)		623,984,478
Foreign currency, at value (identified cost, $58,114,137)		58,186,631
Interest receivable		21,308,193
Interest receivable from affiliated investment		127,992
Receivable for investments sold		44,171,949
Receivable for open forward foreign currency exchange contracts		84,359
Receivable for closed swap contracts		123,735
Prepaid expenses		101,212


Total assets	$	6,941,892,019





Liabilities

Payable for investments purchased	$	434,779,689
Payable for open forward foreign currency exchange contracts		6,790,594
Payable to affiliates:
Investment adviser fee		2,750,404
Trustees’ fees		4,208
Accrued expenses		671,397


Total liabilities	$	444,996,292


Net Assets applicable to investors’ interest in Portfolio	$	6,496,895,727





Sources of Net Assets

Net proceeds from capital contributions and withdrawals	$	6,540,507,365
Net unrealized depreciation		(43,611,638	)


Total	$	6,496,895,727

Statement of Operations


For the Year Ended
October 31, 2010

Investment Income

Interest	$	253,633,857
Dividends		2,670
Interest allocated from affiliated investments		652,596
Expenses allocated from affiliated investments		(134,179	)


Total investment income	$	254,154,944





Expenses

Investment adviser fee	$	26,310,316
Trustees’ fees and expenses		50,500
Custodian fee		882,716
Legal and accounting services		735,126
Miscellaneous		696,676


Total expenses	$	28,675,334


Deduct —
Reduction of custodian fee	$	121


Total expense reductions	$	121



Net expenses	$	28,675,213



Net investment income	$	225,479,731





Realized and Unrealized Gain (Loss)

Net realized gain (loss) —
Investment transactions	$	(82,215,433	)
Investment transactions allocated from affiliated investments		52,094
Foreign currency and forward foreign currency exchange contract transactions		24,733,734


Net realized loss	$	(57,429,605	)


Change in unrealized appreciation (depreciation) —
Investments	$	338,597,592
Foreign currency and forward foreign currency exchange contracts		(7,795,868	)


Net change in unrealized appreciation (depreciation)	$	330,801,724



Net realized and unrealized gain	$	273,372,119



Net increase in net assets from operations	$	498,851,850

See notes to financial statements

Floating Rate Portfolio as of October 31, 2010

FINANCIAL STATEMENTS CONT’D

Statements of Changes in Net Assets


Increase (Decrease)	Year Ended			Year Ended
in Net Assets	October 31, 2010			October 31, 2009

From operations —
Net investment income	$	225,479,731		$	189,451,144
Net realized loss from investment transactions, swap contracts, and foreign currency and forward foreign currency exchange contract transactions		(57,429,605	)		(214,393,575	)
Net change in unrealized appreciation (depreciation) from investments, foreign currency and forward foreign currency exchange contracts		330,801,724			959,820,600


Net increase in net assets from operations	$	498,851,850		$	934,878,169


Capital transactions —
Contributions	$	2,328,739,026		$	1,462,810,319
Withdrawals		(625,035,217	)		(1,159,558,768	)


Net increase in net assets from capital transactions	$	1,703,703,809		$	303,251,551



Net increase in net assets	$	2,202,555,659		$	1,238,129,720





Net Assets

At beginning of year	$	4,294,340,068		$	3,056,210,348


At end of year	$	6,496,895,727		$	4,294,340,068

See notes to financial statements

Floating Rate Portfolio as of October 31, 2010

FINANCIAL STATEMENTS CONT’D

Supplementary Data


	Year Ended October 31,

	2010			2009			2008			2007			2006



Ratios/Supplemental Data

Ratios (as a percentage of average daily net assets):
Expenses⁽¹⁾		0.57	%		0.61	%		0.70	%		0.58	%		0.54	%
Net investment income		4.43	%		5.41	%		6.50	%		6.94	%		6.44	%
Portfolio Turnover		39	%		35	%		7	%		61	%		50	%


Total Return		10.51	%		27.54	%		(22.24	)%		4.62	%		6.36	%



Net assets, end of year (000’s omitted)	$	6,496,896		$	4,294,340		$	3,056,210		$	6,851,600		$	7,430,493


(1)		Excludes the effect of custody fee credits, if any, of less than 0.005%.

See notes to financial statements

Floating Rate Portfolio as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS

1 Significant Accounting Policies

Floating Rate Portfolio (the Portfolio) is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as a diversified, open-end management investment company. The Portfolio’s investment objective is to provide a high level of current income. The Declaration of Trust permits the Trustees to issue interests in the Portfolio. At October 31, 2010, Eaton Vance Floating Rate Fund, Eaton Vance Strategic Income Fund, Eaton Vance Floating Rate & High Income Fund, Eaton Vance Multi Strategy Absolute Return Fund (formerly, Eaton Vance Diversified Income Fund), Eaton Vance Low Duration Fund and Eaton Vance Short Term Real Return Fund held an interest of 77.8%, 8.9%, 9.9%, 1.3% and 0.7%, and 0.2%, respectively, in the Portfolio.

The following is a summary of significant accounting policies of the Portfolio. The policies are in conformity with accounting principles generally accepted in the United States of America.

A Investment Valuation — 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) are generally valued on the basis of valuations provided by third party pricing services, as derived from such services’ pricing models. Inputs to the models may include, but are not limited to, reported trades, executable bid and asked prices, broker/dealer quotations, prices or yields of securities with similar characteristics, benchmark curves or information pertaining to the issuer, as well as industry and economic events. The pricing services may use a matrix approach, which considers information regarding securities with similar characteristics to determine the valuation for a security. Short-term debt securities purchased 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 or closing 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

Floating Rate Portfolio as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS CONT’D

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.

C Income — 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.

G Unfunded 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

Floating Rate Portfolio as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS CONT’D

these commitments at the borrower’s discretion. The commitments are disclosed in the accompanying Portfolio of Investments. At October 31, 2010, the Portfolio had sufficient cash and/or securities to cover these commitments.

H Use of Estimates — The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expense during the reporting period. Actual results could differ from those estimates.

I Indemnifications — Under the Portfolio’s organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the Portfolio. Under Massachusetts law, if certain conditions prevail, interestholders in the Portfolio could be deemed to have personal liability for the obligations of the Portfolio. However, the Portfolio’s Declaration of Trust contains an express disclaimer of liability on the part of Portfolio interestholders and the By-laws provide that the Portfolio shall assume the defense on behalf of any Portfolio interestholder. Moreover, the By-laws also provide for indemnification out of Portfolio property of any interestholder held personally liable solely by reason of being or having been an interestholder for all loss or expense arising from such liability. Additionally, in the normal course of business, the Portfolio enters into agreements with service providers that may contain indemnification clauses. The Portfolio’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Portfolio that have not yet occurred.

J Forward 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.

K Credit 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. 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.

Floating Rate Portfolio as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS CONT’D

2 Investment Adviser Fee and Other Transactions with Affiliates

The investment adviser fee is earned by Boston Management and Research (BMR), a subsidiary of EVM, 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. Prior to its liquidation in February 2010, the portion of the adviser fee payable by Cash Management Portfolio, an affiliated investment company, on the Portfolio’s investment of cash therein was credited against the Portfolio’s investment adviser fee. The Portfolio currently invests its cash in Cash Reserves Fund. EVM does not currently receive a fee for advisory services provided to Cash Reserves Fund. For the year ended October 31, 2010, the Portfolio’s investment adviser fee totaled $26,393,174 of which $82,858 was allocated from Cash Management Portfolio and $26,310,316 was paid or accrued directly by the Portfolio. For the year ended October 31, 2010, the Portfolio’s investment adviser fee, including the portion allocated from Cash Management Portfolio, was 0.52% of the Portfolio’s average daily net assets.

3 Purchases and Sales of Investments

Purchases and sales of investments, other than short-term obligations and including maturities and principal repayments on Senior Loans and including maturities and paydowns, aggregated $3,611,283,598 and $1,902,390,690, respectively, for the year ended October 31, 2010.

Included in purchases are the cost of securities purchased by the Portfolio from investment companies advised by EVM or its affiliates of $340,093,526. Such transactions were executed in accordance with affiliated transaction procedures approved by the Portfolio’s Trustees.

4 Federal Income Tax Basis of Investments

The cost and unrealized appreciation (depreciation) of investments of the Portfolio at October 31, 2010, as determined on a federal income tax basis, were as follows:


Aggregate cost	$	6,857,985,305


Gross unrealized appreciation	$	106,666,869
Gross unrealized depreciation		(146,864,226	)


Net unrealized depreciation	$	(40,197,357	)

The net unrealized depreciation on foreign currency at October 31, 2010 on federal income tax basis was $6,620,711.

5 Restricted Securities

At October 31, 2010, 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		10/25/07		2,484	$	0	⁽¹⁾	$	21,959
Products Holdings, Inc.



Preferred Stocks


Environmental Systems		10/25/07		1,138	$	19,915		$	131,518
Products Holdings, Inc., Series A


Total Restricted Securities					$	19,915		$	153,477


(1)		Less than $0.50.

6 Financial Instruments

Floating Rate Portfolio as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS CONT’D

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, 2010 is as follows:


Forward Foreign Currency Exchange Contracts

Sales

				Net
Settlement				Unrealized
Date	Deliver	In Exchange For	Counterparty	Depreciation

11/30/10	British Pound Sterling 107,908,378	United States Dollar 170,453,153	State Street Bank and Trust	$	(2,418,690	)
11/30/10	British Pound Sterling 4,950,000	United States Dollar 7,759,125	State Street Bank and Trust		(170,895	)
11/30/10	British Pound Sterling 3,820,000	United States Dollar 6,034,110	State Street Bank and Trust		(85,623	)
11/30/10	British Pound Sterling 2,000,000	United States Dollar 3,188,540	State Street Bank and Trust		(15,509	)
11/30/10	British Pound Sterling 1,820,000	United States Dollar 2,849,392	State Street Bank and Trust		(66,292	)
11/30/10	Euro 298,551,551	United States Dollar 411,457,777	State Street Bank and Trust		(3,929,752	)
11/30/10	Euro 6,712,500	United States Dollar 9,316,480	State Street Bank and Trust		(22,908	)
11/30/10	Swiss Franc 15,858,852	United States Dollar 16,038,645	State Street Bank and Trust		(80,925	)


				$	(6,790,594	)




Purchases

				Net
Settlement				Unrealized
Date	In Exchange For	Deliver	Counterparty	Appreciation

11/30/10	British Pound Sterling 1,822,750	United States Dollar 2,879,234	State Street Bank and Trust	$	40,856
11/30/10	Euro 3,305,034	United States Dollar 4,554,932	State Street Bank and Trust		43,503


				$	84,359

At October 31, 2010, the Portfolio had sufficient cash and/or securities to cover commitments under these contracts.

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 enters into forward foreign currency exchange contracts. The Portfolio also enters into such contracts to hedge the currency risk of investments it anticipates purchasing.

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, 2010 was as follows:


	Fair Value

Derivative	Asset Derivative			Liability Derivative

Forward foreign currency exchange contracts	$	84,359⁽¹	⁾	$	(6,790,594	)⁽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.


				Change in
				Unrealized
	Realized Gain			Appreciation
	(Loss) on			(Depreciation) on
	Derivatives			Derivatives
	Recognized in			Recognized in
Derivative	Income			Income

Forward foreign currency exchange contracts	$	24,210,959	⁽¹⁾	$	(7,510,886	)⁽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.

7 Line of Credit

Floating Rate Portfolio as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS CONT’D

particular time. The Portfolio did not have any significant borrowings or allocated fees during the year ended October 31, 2010.

8 Risks Associated with Foreign Investments

9 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.

10 Fair Value Measurements


	•	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, 2010, the inputs used in valuing the Portfolio’s investments, which are carried at value, were as follows:


	Quoted
	Prices in
	Active		Significant
	Markets for		Other			Significant
	Identical		Observable			Unobservable
	Assets		Inputs			Inputs

Asset Description	(Level 1)		(Level 2)			(Level 3)		Total

Senior Floating Rate Interests (Less Unfunded Loan Commitments)	$	—	$	6,036,022,160		$	637,976	$	6,036,660,136
Corporate Bonds & Notes		—		103,906,542			148,541		104,055,083
Asset-Backed Securities		—		7,051,014			—		7,051,014
Common Stocks		569,788		38,673,654	*		4,483,200		43,726,642
Preferred Stocks		—		—			131,518		131,518
Warrants		—		339,700			—		339,700
Short-Term Investments		—		625,823,855			—		625,823,855


Net Investments	$	569,788	$	6,811,816,925		$	5,401,235	$	6,817,787,948


Forward Foreign Currency Exchange Contracts	$	—	$	84,359		$	—	$	84,359


Total	$	569,788	$	6,811,901,284		$	5,401,235	$	6,817,872,307



Liability Description


Forward Foreign Currency Exchange Contracts	$	—	$	(6,790,594	)	$	—	$	(6,790,594	)


Total	$	—	$	(6,790,594	)	$	—	$	(6,790,594	)


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

Floating Rate Portfolio as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS CONT’D

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


	Investments
	in Senior			Investments in
	Floating			Corporate			Investments			Investments
	Rate			Bonds &			in Common			in Preferred
	Interests			Notes			Stocks			Stocks		Total

Balance as of October 31, 2009	$	6,829,221		$	505,328		$	1,053,368		$	91,040	$	8,478,957
Realized gains (losses)		(3,804,564	)		—			—			—		(3,804,564	)
Change in net unrealized appreciation (depreciation)*		1,133,936			(462,633	)		715,454			40,478		1,427,235
Net purchases (sales)		(1,940,607	)		79,494			3,031,017			—		1,169,904
Accrued discount (premium)		9,132			26,352			—			—		35,484
Net transfers to (from) Level 3**		(1,589,142	)		—			(316,639	)		—		(1,905,781	)


Balance as of October 31, 2010	$	637,976		$	148,541		$	4,483,200		$	131,518	$	5,401,235


Change in net unrealized appreciation (depreciation) on investments still held as of October 31, 2010	$	(159,494	)	$	(462,633	)	$	715,454		$	40,478	$	133,805


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

**		Transfers are reflected at the value of the securities at the beginning of the period.

Floating Rate Portfolio as of October 31, 2010

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, 2010, 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, 2010, 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, 2010, 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 21, 2010

Eaton Vance Floating-Rate Fund

BOARD OF TRUSTEES’ CONTRACT APPROVAL

Overview of the Contract Review Process

Information about Fees, Performance and Expenses


	•	An independent report comparing the advisory and related fees paid by each fund with fees paid by comparable funds;
	•	An independent report comparing each fund’s total expense ratio and its components to comparable funds;
	•	An independent report comparing the investment performance of each fund (including yield where relevant) to the investment performance of comparable funds over various time periods;
	•	Data regarding investment performance in comparison to relevant peer groups of similarly managed funds and appropriate indices;
	•	For each fund, comparative information concerning the fees charged and the services provided by each adviser in managing other mutual funds and institutional accounts using investment strategies and techniques similar to those used in managing such fund;
	•	Profitability analyses for each adviser with respect to each fund;

Information about Portfolio Management


	•	Descriptions of the investment management services provided to each fund, including the investment strategies and processes employed, and any changes in portfolio management processes and personnel;
	•	Information concerning the allocation of brokerage and the benefits received by each adviser as a result of brokerage allocation, including information concerning the acquisition of research through “soft dollar” benefits received in connection with the funds’ brokerage, and the implementation of a soft dollar reimbursement program established with respect to the funds;
	•	Data relating to portfolio turnover rates of each fund;
	•	The procedures and processes used to determine the fair value of fund assets and actions taken to monitor and test the effectiveness of such procedures and processes;

Information about each Adviser


	•	Reports detailing the financial results and condition of each adviser;
	•	Descriptions of the qualifications, education and experience of the individual investment professionals whose responsibilities include portfolio management and investment research for the funds, and information relating to their compensation and responsibilities with respect to managing other mutual funds and investment accounts;
	•	Copies of the Codes of Ethics of each adviser and its affiliates, together with information relating to compliance with and the administration of such codes;
	•	Copies of or descriptions of each adviser’s policies and procedures relating to proxy voting, the handling of corporate actions and class actions;
	•	Information concerning the resources devoted to compliance efforts undertaken by each adviser and its affiliates on behalf of the funds (including descriptions of various compliance programs) and their record of compliance with investment policies and restrictions, including policies with respect to market-timing, late trading and selective portfolio disclosure, and with policies on personal securities transactions;
	•	Descriptions of the business continuity and disaster recovery plans of each adviser and its affiliates;
	•	A description of Eaton Vance Management’s procedures for overseeing third party advisers and sub-advisers;

Other Relevant Information


	•	Information concerning the nature, cost and character of the administrative and other non-investment management services provided by Eaton Vance Management and its affiliates;
	•	Information concerning management of the relationship with the custodian, subcustodians and fund accountants by each adviser or the funds’ administrator; and
	•	The terms of each advisory agreement.

Eaton Vance Floating Rate Fund

BOARD OF TRUSTEES’ CONTRACT APPROVAL CONT’D

Results of the Process

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. 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 methods of the Adviser to recruit and retain investment personnel, and the time and attention devoted to the Portfolio by senior management.

Eaton Vance Floating-Rate Fund

BOARD OF TRUSTEES’ CONTRACT APPROVAL CONT’D

Fund Performance

The Board compared the Fund’s investment performance to a relevant universe of similarly managed funds identified by an independent data provider and appropriate benchmark indices. The Board reviewed comparative performance data for the one-, three- and five-year periods ended September 30, 2009 for the Fund. The Board concluded that the performance of the Fund was satisfactory.

Management Fees and Expenses

The Board reviewed contractual investment advisory fee rates, including any administrative fee rates, payable by the Portfolio and by the Fund (referred to collectively as “management fees”). As part of its review, the Board considered the management fees and the Fund’s total expense ratio for the year ended September 30, 2009, as compared to a group of similarly managed funds selected by an independent data provider. The Board also considered factors that had an impact on Fund expense ratios, as identified by management in response to inquiries from the Contract Review Committee, as well as actions being taken to reduce expenses at the fund complex level.

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 and 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 and the Portfolio, 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.

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

Principal Occupation(s)

in Fund Complex

Name and

Trust and

Length of

During Past Five Years and

Overseen By

Other Directorships Held

Year of Birth

The Portfolio

Service

Other Relevant Experience

Trustee⁽¹⁾

During the Last Five Years⁽²⁾

Interested Trustee

Thomas E. Faust Jr.
1958

Trustee and
President of
the Trust

Trustee since 2007 and President of the Trust since 2002

184

Director of EVC.

Noninterested Trustees

Benjamin C. Esty
1963

Trustee

Since 2005

Roy and Elizabeth Simmons Professor of Business Administration and Finance Unit Head, Harvard University Graduate School of Business Administration.

184

None

Allen R. Freedman
1940

Trustee

Since 2007

184

Director of Assurant, Inc. (insurance provider) and Stonemor Partners, L.P. (owner and operator of cemeteries).

William H. Park
1947

Trustee

Since 2003

184

None

Ronald A. Pearlman
1940

Trustee

Since 2003

184

None

Eaton Vance Floating-Rate Fund

MANAGEMENT AND ORGANIZATION CONT’D

Position(s)

Term of

Number of Portfolios

with the

Office and

Principal Occupation(s)

in Fund Complex

Name and

Trust and

Length of

During Past Five Years and

Overseen By

Other Directorships Held

Year of Birth

The Portfolio

Service

Other Relevant Experience

Trustee⁽¹⁾

During the Last Five Years⁽²⁾

Noninterested Trustees (continued)

Helen Frame Peters
1948

Trustee

Since 2008

184

Lynn A. Stout
1957

Trustee

Of the Trust since 1998 and of the Portfolio since 2000

184

None

Ralph F. Verni
1943

Chairman
of the
Board and
Trustee

Chairman of the Board since 2007 and Trustee since 2005

184

None

Principal Officers who are not Trustees


	Position(s)	Term of
	with the	Office and
Name and	Trust and	Length of	Principal Occupation(s)
Year of Birth	the Portfolio	Service	During Past Five Years


William H. Ahern, Jr. 1959	Vice President of the Trust	Since 1995	Vice President of EVM and BMR. Officer of 80 registered investment companies managed by EVM or BMR.

John R. Baur 1970	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 was an Account Team Representative in Singapore for Applied Materials Inc. Officer of 37 registered investment companies managed by EVM or BMR.

Maria C. Cappellano 1967	Vice President of the Trust	Since 2009	Vice President of EVM and BMR. Officer of 49 registered investment companies managed by EVM or BMR.

Michael A. Cirami 1975	Vice President of the Trust	Since 2008	Vice President of EVM and BMR. Officer of 37 registered investment companies managed by EVM or BMR.

Cynthia J. Clemson 1963	Vice President of the Trust	Since 2005	Vice President of EVM and BMR. Officer of 96 registered investment companies managed by EVM or BMR.

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)
Year of Birth	the Portfolio	Service	During Past Five Years


Principal Officers who are not Trustees (continued)

John H. Croft 1962	Vice President of the Trust	Since 2010	Vice President of EVM and BMR. Officer of 38 registered investment companies managed by EVM or BMR.

Charles B. Gaffney 1972	Vice President of the Trust	Since 2007	Director of Equity Research and a Vice President of EVM and BMR. Officer of 33 registered investment companies managed by EVM or BMR.

Christine M. Johnston 1972	Vice President of the Trust	Since 2007	Vice President of EVM and BMR. Officer of 40 registered investment companies managed by EVM or BMR.

Aamer Khan 1960	Vice President of the Trust	Since 2005	Vice President of EVM and BMR. Officer of 36 registered investment companies managed by EVM or BMR.

Thomas H. Luster 1962	Vice President of the Trust	Since 2006	Vice President of EVM and BMR. Officer of 55 registered investment companies managed by EVM or BMR.

Scott H. Page 1959	President of the Portfolio	Since 2007	Vice President of EVM and BMR. Officer of 10 registered investment companies managed by EVM or BMR.

Jeffrey A. Rawlins 1961	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 33 registered investment companies managed by EVM or BMR.

Duncan W. Richardson 1957	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 1963	Vice President of the Portfolio	Since 2007	Vice President of EVM and BMR. Officer of 5 registered investment companies managed by EVM or BMR.

Judith A. Saryan 1954	Vice President of the Trust	Since 2003	Vice President of EVM and BMR. Officer of 54 registered investment companies managed by EVM or BMR.

Susan Schiff 1961	Vice President of the Trust	Since 2002	Vice President of EVM and BMR. Officer of 38 registered investment companies managed by EVM or BMR.

Thomas Seto 1962	Vice President of the Trust	Since 2007	Vice President and Director of Portfolio Management of Parametric. Officer of 33 registered investment companies managed by EVM or BMR.

David M. Stein 1951	Vice President of the Trust	Since 2007	Managing Director and Chief Investment Officer of Parametric. Officer of 33 registered investment companies managed by EVM or BMR.

Eric A. Stein 1980	Vice President of the Trust	Since 2009	Vice President of EVM and BMR. Originally joined EVM in July 2002. Prior to re-joining EVM in September 2008, Mr. Stein worked at the Federal Reserve Bank of New York (2007-2008) and attended business school in Chicago, Illinois. Officer of 34 registered investment companies managed by EVM or BMR.

Dan R. Strelow 1959	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 33 registered investment companies managed by EVM or BMR.

Mark S. Venezia 1949	Vice President of the Trust	Since 2007	Vice President of EVM and BMR. Officer of 40 registered investment companies managed by EVM or BMR.

Adam A. Weigold 1975	Vice President of the Trust	Since 2007	Vice President of EVM and BMR. Officer of 73 registered investment companies managed by EVM or BMR.

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)
Year of Birth	the Portfolio	Service		During Past Five Years


Principal Officers who are not Trustees (continued)

Barbara E. Campbell 1957	Treasurer	Treasurer of the Trust since 2005 and of the Portfolio since 2008		Vice President of EVM and BMR. Officer of 184 registered investment companies managed by EVM or BMR.

Maureen A. Gemma 1960	Secretary and Chief Legal Officer	Secretary since 2007 and Chief Legal Officer since 2008		Vice President of EVM and BMR. Officer of 184 registered investment companies managed by EVM or BMR.

Paul M. O’Neil 1953	Chief Compliance Officer	Since 2004		Vice President of EVM and BMR. Officer of 184 registered investment companies managed by EVM or BMR.


(1)		Includes both master and feeder funds in a master-feeder structure.

(2)		During their respective tenures, the Trustees also served as trustees of one or more of the following Eaton Vance funds (which operated in the years noted): Eaton Vance Credit Opportunities Fund (launched in 2005 and terminated in 2010); Eaton Vance Insured Florida Plus Municipal Bond Fund (launched in 2002 and terminated in 2009); and Eaton Vance National Municipal Income Fund (launched in 1998 and terminated in 2009).

This Page Intentionally Left Blank

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

BNY Mellon Asset 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


1044-12/10	FRSRC

IMPORTANT NOTICES


	•	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.

Eaton Vance Floating-Rate & High Income Fund as of October 31, 2010

MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE

Economic and Market Conditions

Scott H. Page, CFA
Co-Portfolio Manager

Craig P. Russ
Co-Portfolio Manager

Michael W. Weilheimer, CFA
Co-Portfolio Manager

Thomas J. Huggins, CFA
Co-Portfolio Manager

•

The bank loan market continued to recover from its 2008 lows for most of the 12-month period ending October 31, 2010. In spite of a small negative return during the April-June quarter, the market, as measured by the S&P/LSTA Leveraged Loan Index ¹ (the Index), produced double-digit performance for the year. The market’s recovery was driven by stronger demand and greater liquidity in the marketplace, along with improved corporate fundamentals.

•

The market’s healthier tone was attributed to receding fears over deflation and a possible double-dip recession in the U.S. As a result, investors in search of yield began to take on incremental credit risk, evidenced by improved inflows into high-yield bond and bank loan mutual funds. These greater inflows led to more robust demand in the secondary market, as well as increased refinancing activity, bond-for-loan takeouts, and a general improvement in the overall tone of the market—all of which contributed to tighter credit spreads and higher prices for bank loans. Importantly, and in contrast to other fixed-income sectors, bank loan credit spreads remained above their historical average levels over the London Interbank Offered Rate (LIBOR).

•

Bank loan issuer fundamentals, which have been improving for the past several quarters, continued this trend into the latter months of the fiscal year. Corporate operating earnings growth was up 12.1% in the second calendar quarter of 2010 for public filers in the Index—the fourth consecutive quarter of such increases. Ratings downgrades and new defaults have also diminished to more modest levels, providing additional evidence of fundamental improvements. We believe default rates will continue to decline moderately as older defaults fall off of the rolling 12-month figures and are replaced by fewer new defaults.

•

The corporate high-yield bond market performed well for most of the fiscal year ending October 31, 2010. For the 12-month period, the BofA Merrill Lynch U.S. High Yield Index (the “High Yield Index”), a performance measure of below-investment-grade U.S. corporate bonds, returned 19.26%.

Management Discussion

•

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, 2010, the Fund was 81.2% invested in Floating Rate Portfolio and 18.8% invested in High Income Opportunities Portfolio.


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

Advisers Class³	11.50	%
Class A³	11.46
Class B³	10.58
Class C³	10.72
Class I³	11.76
S&P/LSTA Leveraged Loan Index¹	11.91

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 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 two 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 at net asset value. During the period, Advisers Class, Class A and Class I shares were subject to a 1% redemption fee if redeemed or exchanged within 90 days of the settlement of purchase. Effective January 1, 2011, Advisers Class, Class A and Class I shares will no longer be subject to a redemption fee.

Eaton Vance Floating-Rate & High Income Fund as of October 31, 2010

MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE

•		Floating Rate Portfolio’s floating-rate loan investments included 444 borrowers as of October 31, 2010, with an average loan representing 0.20% of total investments, and no industry constituting more than 10.7% of total investments. Health care, cable and satellite television, and business equipment and services were among the top industry weightings. The Portfolio’s loans were primarily senior, secured loans to companies with average revenues exceeding $1 billion.

•		For the fiscal year ending October 31, 2010, Floating Rate Portfolio underperformed the Index,¹ primarily as a result of strong performance in the riskier end of the market. During the period, the Portfolio continued to maintain smaller allocations to very large lower-quality loans—notably, some significant issues that came to market in 2007—than did the Index. This underweighting detracted from performance because the price of these issues rallied more than the overall market as investors sought higher discount opportunities. The Portfolio’s lower allocation to B-rated loans, which rallied the most after the May/June volatility, also detracted from relative performance during the summer months, as did an underweight to CCC-rated loans earlier in the year. In addition, the Portfolio’s investments in European loans contributed positively to its performance during the period.

•

High Income Opportunities Portfolio registered double-digit total returns for the fiscal year ending October 31, 2010, outpacing the average return of the funds in its peer group, the Lipper High Current Yield Funds Classification, and in line with the High Yield Index.¹ Strong security selection, particularly among the Portfolio’s B and BB rated holdings, was one of the main drivers of performance for the period. An overweighting in CCC bonds, as well as solid security selection in automotive and auto parts, energy, metals and mining, and chemicals all further contributed to the Portfolio’s performance relative to the High Yield Index. In contrast, an underweighting in the strong-performing CC rated segment, as well as an overweighting in B rated bonds, which did not perform as well in the early part of the fiscal year, detracted from relative performance versus the High Yield Index. Returns also were hindered because of an underweighting in segments of the financials sector that did perform well during the period.


¹		It is not possible to invest directly in an Index or a 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, of the funds that are in the same Lipper Classification as the Portfolio.

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.

Eaton Vance Floating-Rate & High Income Fund as of October 31, 2010

FUND STATISTICS

Portfolio Composition

Top 10 Bank Loan Holdings¹
By total investments


Community Health Systems, Inc.	1.2	%
SunGard Data Systems, Inc.	1.1
Charter Communications Operating, LLC	1.1
Aramark Corp.	1.1
UPC Broadband Holding B.V.	1.1
HCA, Inc.	1.0
Intelsat Corp.	1.0
INEOS Group	1.0
Reynolds Group Holdings, Inc.	0.8
Georgia-Pacific Corp.	0.8


¹		Top 10 Holdings represented 10.2% of Floating Rate Portfolio’s total investments as of 10/31/10.

Top Five Industries²
By total investments


Health Care	10.7	%
Cable and Satellite Television	7.1
Business Equipment and Services	6.9
Chemicals and Plastics	5.0
Automotive	4.2


²		Industries are shown as a percentage of Floating Rate Portfolio’s total investments as of 10/31/10.

Credit Quality Ratings for
Total Loan Investments³
By total loan investments


Baa	2.6	%
Ba	47.2
B	35.1
Ca	0.2
Caa	2.5
Defaulted	0.4
Non-Rated	12.0


³		Ratings are based on Moody’s, S&P or Fitch, as applicable. Reflects Floating Rate Portfolio’s total loan investments as of 10/31/10. Credit ratings are based largely on the rating agency’s investment analysis at the time of rating and the rating assigned to any particular security is not necessarily a reflection of 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. If securities are rated differently by the rating agencies, the higher rating is applied.

Eaton Vance Floating-Rate & High Income Fund as of October 31, 2010

FUND PERFORMANCE

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		11.50	%		11.46	%		10.58	%		10.72	%		11.76	%
Five Years		3.99			4.01			3.22			3.22			4.25
10 Years		4.30			N.A.			3.54			3.54			4.55
Life of Fund†		4.28			4.47			3.54			3.54			4.53
SEC Average Annual Total Returns (including sales charge or applicable CDSC)

One Year		11.50	%		8.98	%		5.58	%		9.72	%		11.76	%
Five Years		3.99			3.53			2.90			3.22			4.25
10 Years		4.30			N.A.			3.54			3.54			4.55
Life of Fund†		4.28			4.15			3.54			3.54			4.53


†		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 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 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. During the period, Advisers Class, Class A and Class I shares were subject to a 1% redemption fee if redeemed or exchanged within 90 days of the settlement of purchase. Effective January 1, 2011, Advisers Class, Class A and Class I shares will no longer be subject to a redemption fee.


Total Annual	Advisers
Operating Expenses²	Class			Class A			Class B			Class C			Class I

Expense Ratio		1.20	%		1.20	%		1.95	%		1.95	%		0.96	%


²		Source: Prospectus dated 3/1/10.


*		Source: Lipper Inc. Class B of the Fund commenced operations on 9/5/00. A $10,000 hypothetical investment at net asset value in Advisers Class on 10/31/00, Class A on 5/7/03 (commencement of operations), and Class C and Class I on 10/31/00 would have been valued at $15,238, $13,874 ($13,561 at the maximum offering price), $14,157 and $15,613, respectively, on 10/31/10. 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.

Eaton Vance Floating-Rate & High Income Fund as of October 31, 2010

FUND EXPENSES

Eaton Vance Floating-Rate & High Income Fund


	Beginning Account Value		Ending Account Value		Expenses Paid During Period*
	(5/1/10)		(10/31/10)		(5/1/10 – 10/31/10)


Actual
Advisers Class		$1,000.00		$1,025.50		$5.56
Class A		$1,000.00		$1,026.50		$5.57
Class B		$1,000.00		$1,021.80		$9.38
Class C		$1,000.00		$1,022.90		$9.38
Class I		$1,000.00		$1,027.90		$4.29





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, 2010. The Example reflects the expenses of both the Fund and the Portfolios.

Eaton Vance Floating-Rate & High Income Fund as of October 31, 2010

FINANCIAL STATEMENTS

Statement of Assets and Liabilities


As of October 31, 2010

Assets

Investment in Floating Rate Portfolio, at value (identified cost, $674,904,335)	$	641,584,190
Investment in High Income Opportunities Portfolio, at value (identified cost, $149,009,288)		148,076,029
Receivable for Fund shares sold		3,286,975


Total assets	$	792,947,194


Liabilities

Payable for Fund shares redeemed	$	1,539,928
Distributions payable		697,548
Payable to affiliates:
Distribution and service fees		278,788
Administration fee		98,175
Trustees’ fees		42
Accrued expenses		174,592


Total liabilities	$	2,789,073


Net Assets	$	790,158,121


Sources of Net Assets

Paid-in capital	$	937,778,996
Accumulated net realized loss from Portfolios		(114,625,982	)
Accumulated undistributed net investment income		1,258,511
Net unrealized depreciation from Portfolios		(34,253,404	)


Total	$	790,158,121


Advisers Class Shares

Net Assets	$	192,804,210
Shares Outstanding		22,149,983
Net Asset Value, Offering Price and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	8.70


Class A Shares

Net Assets	$	252,027,656
Shares Outstanding		27,218,336
Net Asset Value and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	9.26
Maximum Offering Price Per Share
(100 ¸ 97.75 of net asset value per share)	$	9.47


Class B Shares

Net Assets	$	24,114,804
Shares Outstanding		2,773,984
Net Asset Value and Offering Price Per Share*
(net assets ¸ shares of beneficial interest outstanding)	$	8.69


Class C Shares

Net Assets	$	198,349,971
Shares Outstanding		22,829,469
Net Asset Value and Offering Price Per Share*
(net assets ¸ shares of beneficial interest outstanding)	$	8.69


Class I Shares

Net Assets	$	122,861,480
Shares Outstanding		14,110,869
Net Asset Value, Offering Price and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	8.71

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, 2010

Investment Income

Interest allocated from Portfolios	$	38,765,968
Dividends allocated from Portfolios		25,757
Expenses allocated from Portfolios		(3,897,465	)


Total investment income from Portfolios	$	34,894,260





Expenses

Administration fee	$	1,008,801
Distribution and service fees
Advisers Class		383,457
Class A		533,287
Class B		258,447
Class C		1,905,295
Trustees’ fees and expenses		500
Custodian fee		36,700
Transfer and dividend disbursing agent fees		611,620
Legal and accounting services		28,164
Printing and postage		81,715
Registration fees		92,823
Miscellaneous		16,767


Total expenses	$	4,957,576



Net investment income	$	29,936,684





Realized and Unrealized Gain (Loss) from Portfolios

Net realized gain (loss) —
Investment transactions	$	(25,020,614	)
Swap contracts		91,606
Foreign currency and forward foreign currency exchange contract transactions		3,031,698


Net realized loss	$	(21,897,310	)


Change in unrealized appreciation (depreciation) —
Investments	$	63,336,384
Swap contracts		33,056
Foreign currency and forward foreign currency exchange contracts		(1,044,934	)


Net change in unrealized appreciation (depreciation)	$	62,324,506



Net realized and unrealized gain	$	40,427,196



Net increase in net assets from operations	$	70,363,880

See notes to financial statements

Eaton Vance Floating-Rate & High Income Fund as of October 31, 2010

FINANCIAL STATEMENTS CONT’D

Statements of Changes in Net Assets


Increase (Decrease)	Year Ended			Year Ended
in Net Assets	October 31, 2010			October 31, 2009

From operations —
Net investment income	$	29,936,684		$	30,678,081
Net realized loss from investment transactions, swap contracts and foreign currency and forward foreign currency exchange contract transactions		(21,897,310	)		(45,408,749	)
Net change in unrealized appreciation (depreciation) from investments, swap contracts, foreign currency and forward foreign currency exchange contracts		62,324,506			166,848,650


Net increase in net assets from operations	$	70,363,880		$	152,117,982


Distributions to shareholders —
From net investment income
Advisers Class	$	(8,399,157	)	$	(8,867,720	)
Class A		(11,587,155	)		(8,129,409	)
Class B		(1,276,562	)		(1,604,480	)
Class C		(9,273,424	)		(7,803,085	)
Class I		(5,085,100	)		(4,124,494	)


Total distributions to shareholders	$	(35,621,398	)	$	(30,529,188	)


Transactions in shares of beneficial interest —
Proceeds from sale of shares
Advisers Class	$	92,560,517		$	92,788,983
Class A		112,337,299			47,522,481
Class B		2,880,130			1,164,406
Class C		35,807,409			17,116,952
Class I		80,448,468			81,875,069
Net asset value of shares issued to shareholders in payment of distributions declared
Advisers Class		7,510,142			5,533,021
Class A		8,509,700			5,540,631
Class B		874,539			1,040,314
Class C		6,581,945			5,288,416
Class I		2,386,738			1,418,313
Cost of shares redeemed
Advisers Class		(49,647,187	)		(151,561,986	)
Class A		(63,634,004	)		(62,667,100	)
Class B		(6,281,624	)		(10,363,388	)
Class C		(37,085,781	)		(47,672,012	)
Class I		(41,302,282	)		(49,142,489	)
Net asset value of shares exchanged
Class A		3,209,190			14,310,799
Class B		(3,209,190	)		(14,310,799	)
Redemption fees		28,008			317,937


Net increase (decrease) in net assets from Fund share transactions	$	151,974,017		$	(61,800,452	)



Net increase in net assets	$	186,716,499		$	59,788,342



Net Assets

At beginning of year	$	603,441,622		$	543,653,280


At end of year	$	790,158,121		$	603,441,622



Accumulated undistributed net investment income included in net assets

At end of year	$	1,258,511		$	4,554,209

See notes to financial statements

Eaton Vance Floating-Rate & High Income Fund as of October 31, 2010

FINANCIAL STATEMENTS CONT’D

Financial Highlights


	Advisers Class

	Year Ended October 31,

	2010			2009			2008			2007			2006

Net asset value — Beginning of year	$	8.260		$	6.810		$	9.450		$	9.690		$	9.680





Income (Loss) From Operations

Net investment income⁽¹⁾	$	0.395		$	0.390		$	0.551		$	0.639		$	0.597
Net realized and unrealized gain (loss)		0.519			1.444			(2.662	)		(0.233	)		0.014


Total income (loss) from operations	$	0.914		$	1.834		$	(2.111	)	$	0.406		$	0.611





Less Distributions

From net investment income	$	(0.474	)	$	(0.388	)	$	(0.469	)	$	(0.647	)	$	(0.601	)
Tax return of capital		—			—			(0.068	)		—			—


Total distributions	$	(0.474	)	$	(0.388	)	$	(0.537	)	$	(0.647	)	$	(0.601	)



Redemption fees⁽¹⁾	$	0.000	⁽²⁾	$	0.004		$	0.008		$	0.001		$	0.000	⁽²⁾



Net asset value — End of year	$	8.700		$	8.260		$	6.810		$	9.450		$	9.690



Total Return⁽³⁾		11.50	%		28.05	%		(23.29	)%		4.29	%		6.49	%





Ratios/Supplemental Data

Net assets, end of year (000’s omitted)	$	192,804		$	134,367		$	154,101		$	469,777		$	841,865
Ratios (as a percentage of average daily net assets):
Expenses⁽⁴⁾⁽⁵⁾		1.11	%		1.20	%		1.22	%		1.08	%		1.05	%
Net investment income		4.65	%		5.56	%		6.28	%		6.63	%		6.16	%
Portfolio Turnover of the Fund⁽⁶⁾		15	%		15	%		8	%		6	%		6	%
Portfolio Turnover of Floating Rate Portfolio		39	%		35	%		7	%		61	%		50	%
Portfolio Turnover of High Income Opportunities Portfolio		79	%		72	%		48	%		81	%		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%.

(6)		Percentage is based on the Fund’s contributions to and withdrawals from the Portfolios and excludes investment activity of the Portfolios.

See notes to financial statements

Eaton Vance Floating-Rate & High Income Fund as of October 31, 2010

FINANCIAL STATEMENTS CONT’D

Financial Highlights


		Class A

		Year Ended October 31,

		2010			2009			2008			2007			2006

Net asset value — Beginning of year		$	8.780		$	7.240		$	10.050		$	10.300		$	10.290





Income (Loss) From Operations

Net investment income⁽¹⁾		$	0.420		$	0.413		$	0.591		$	0.680		$	0.631
Net realized and unrealized gain (loss)			0.560			1.536			(2.838	)		(0.243	)		0.018


Total income (loss) from operations		$	0.980		$	1.949		$	(2.247	)	$	0.437		$	0.649





Less Distributions

From net investment income		$	(0.500	)	$	(0.413	)	$	(0.498	)	$	(0.688	)	$	(0.639	)
Tax return of capital			—			—			(0.073	)		—			—


Total distributions		$	(0.500	)	$	(0.413	)	$	(0.571	)	$	(0.688	)	$	(0.639	)



Redemption fees⁽¹⁾		$	0.000	⁽²⁾	$	0.004		$	0.008		$	0.001		$	0.000	⁽²⁾



Net asset value — End of year		$	9.260		$	8.780		$	7.240		$	10.050		$	10.300



Total Return⁽³⁾			11.46	%		28.18	%		(23.31	)%		4.35	%		6.49	%





Ratios/Supplemental Data

Net assets, end of year (000’s omitted)		$	252,028		$	180,646		$	144,591		$	361,138		$	423,214
Ratios (as a percentage of average daily net assets):
Expenses⁽⁴⁾⁽⁵⁾			1.11	%		1.20	%		1.22	%		1.09	%		1.05	%
Net investment income			4.65	%		5.47	%		6.35	%		6.63	%		6.13	%
Portfolio Turnover of the Fund⁽⁶⁾			15	%		15	%		8	%		6	%		6	%
Portfolio Turnover of Floating Rate Portfolio			39	%		35	%		7	%		61	%		50	%
Portfolio Turnover of High Income Opportunities Portfolio	��		79	%		72	%		48	%		81	%		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%.

(6)		Percentage is based on the Fund’s contributions to and withdrawals from the Portfolios and excludes investment activity of the Portfolios.

See notes to financial statements

Eaton Vance Floating-Rate & High Income Fund as of October 31, 2010

FINANCIAL STATEMENTS CONT’D

Financial Highlights


	Class B

	Year Ended October 31,

	2010			2009			2008			2007			2006

Net asset value — Beginning of year	$	8.250		$	6.810		$	9.450		$	9.680		$	9.680





Income (Loss) From Operations

Net investment income⁽¹⁾	$	0.333		$	0.348		$	0.487		$	0.567		$	0.520
Net realized and unrealized gain (loss)		0.519			1.425			(2.661	)		(0.223	)		0.008


Total income (loss) from operations	$	0.852		$	1.773		$	(2.174	)	$	0.344		$	0.528





Less Distributions

From net investment income	$	(0.412	)	$	(0.337	)	$	(0.414	)	$	(0.575	)	$	(0.528	)
Tax return of capital		—			—			(0.060	)		—			—


Total distributions	$	(0.412	)	$	(0.337	)	$	(0.474	)	$	(0.575	)	$	(0.528	)



Redemption fees⁽¹⁾	$	0.000	⁽²⁾	$	0.004		$	0.008		$	0.001		$	0.000	⁽²⁾



Net asset value — End of year	$	8.690		$	8.250		$	6.810		$	9.450		$	9.680



Total Return⁽³⁾		10.58	%		27.14	%		(23.84	)%		3.63	%		5.60	%





Ratios/Supplemental Data

Net assets, end of year (000’s omitted)	$	24,115		$	28,490		$	46,480		$	99,812		$	134,213
Ratios (as a percentage of average daily net assets):
Expenses⁽⁴⁾⁽⁵⁾		1.86	%		1.95	%		1.97	%		1.84	%		1.80	%
Net investment income		3.93	%		5.03	%		5.58	%		5.88	%		5.37	%
Portfolio Turnover of the Fund⁽⁶⁾		15	%		15	%		8	%		6	%		6	%
Portfolio Turnover of Floating Rate Portfolio		39	%		35	%		7	%		61	%		50	%
Portfolio Turnover of High Income Opportunities Portfolio		79	%		72	%		48	%		81	%		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%.

(6)		Percentage is based on the Fund’s contributions to and withdrawals from the Portfolios and excludes investment activity of the Portfolios.

See notes to financial statements

Eaton Vance Floating-Rate & High Income Fund as of October 31, 2010

FINANCIAL STATEMENTS CONT’D

Financial Highlights


	Class C

	Year Ended October 31,

	2010			2009			2008			2007			2006

Net asset value — Beginning of year	$	8.240		$	6.810		$	9.450		$	9.680		$	9.680





Income (Loss) From Operations

Net investment income⁽¹⁾	$	0.332		$	0.339		$	0.488		$	0.566		$	0.521
Net realized and unrealized gain (loss)		0.530			1.424			(2.663	)		(0.222	)		0.007


Total income (loss) from operations	$	0.862		$	1.763		$	(2.175	)	$	0.344		$	0.528





Less Distributions

From net investment income	$	(0.412	)	$	(0.337	)	$	(0.413	)	$	(0.575	)	$	(0.528	)
Tax return of capital		—			—			(0.060	)		—			—


Total distributions	$	(0.412	)	$	(0.337	)	$	(0.473	)	$	(0.575	)	$	(0.528	)



Redemption fees⁽¹⁾	$	0.000	⁽²⁾	$	0.004		$	0.008		$	0.001		$	0.000	⁽²⁾



Net asset value — End of year	$	8.690		$	8.240		$	6.810		$	9.450		$	9.680



Total Return⁽³⁾		10.72	%		26.98	%		(23.84	)%		3.63	%		5.59	%





Ratios/Supplemental Data

Net assets, end of year (000’s omitted)	$	198,350		$	183,193		$	177,628		$	383,163		$	445,987
Ratios (as a percentage of average daily net assets):
Expenses⁽⁴⁾⁽⁵⁾		1.86	%		1.95	%		1.97	%		1.84	%		1.80	%
Net investment income		3.92	%		4.82	%		5.59	%		5.88	%		5.38	%
Portfolio Turnover of the Fund⁽⁶⁾		15	%		15	%		8	%		6	%		6	%
Portfolio Turnover of Floating Rate Portfolio		39	%		35	%		7	%		61	%		50	%
Portfolio Turnover of High Income Opportunities Portfolio		79	%		72	%		48	%		81	%		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%.

(6)		Percentage is based on the Fund’s contributions to and withdrawals from the Portfolios and excludes investment activity of the Portfolios.

See notes to financial statements

Eaton Vance Floating-Rate & High Income Fund as of October 31, 2010

FINANCIAL STATEMENTS CONT’D

Financial Highlights


	Class I

	Year Ended October 31,

	2010			2009			2008			2007			2006

Net asset value — Beginning of year	$	8.260		$	6.820		$	9.460		$	9.690		$	9.690





Income (Loss) From Operations

Net investment income⁽¹⁾	$	0.416		$	0.399		$	0.563		$	0.664		$	0.623
Net realized and unrealized gain (loss)		0.528			1.442			(2.652	)		(0.225	)		0.003


Total income (loss) from operations	$	0.944		$	1.841		$	(2.089	)	$	0.439		$	0.626





Less Distributions

From net investment income	$	(0.494	)	$	(0.405	)	$	(0.490	)	$	(0.670	)	$	(0.626	)
Tax return of capital		—			—			(0.069	)		—			—


Total distributions	$	(0.494	)	$	(0.405	)	$	(0.559	)	$	(0.670	)	$	(0.626	)



Redemption fees⁽¹⁾	$	0.000	⁽²⁾	$	0.004		$	0.008		$	0.001		$	0.000	⁽²⁾



Net asset value — End of year	$	8.710		$	8.260		$	6.820		$	9.460		$	9.690



Total Return⁽³⁾		11.76	%		28.31	%		(23.06	)%		4.65	%		6.65	%





Ratios/Supplemental Data

Net assets, end of year (000’s omitted)	$	122,861		$	76,745		$	20,854		$	38,044		$	52,730
Ratios (as a percentage of average daily net assets):
Expenses⁽⁴⁾⁽⁵⁾		0.86	%		0.96	%		0.94	%		0.84	%		0.80	%
Net investment income		4.89	%		5.69	%		6.47	%		6.88	%		6.42	%
Portfolio Turnover of the Fund⁽⁶⁾		15	%		15	%		8	%		6	%		6	%
Portfolio Turnover of Floating Rate Portfolio		39	%		35	%		7	%		61	%		50	%
Portfolio Turnover of High Income Opportunities Portfolio		79	%		72	%		48	%		81	%		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%.

(6)		Percentage is based on the Fund’s contributions to and withdrawals from the Portfolios and excludes investment activity of the Portfolios.

See notes to financial statements

Eaton Vance Floating-Rate & High Income Fund as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS

1 Significant 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 Massachusetts business trusts. The value of the Fund’s investments in the Portfolios reflects the Fund’s proportionate interest in the net assets of the Floating Rate Portfolio and the High Income Opportunities Portfolio (9.9% and 17.4%, respectively, at October 31, 2010). 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 Investment 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.

B Income — 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.

At October 31, 2010, the Fund, for federal income tax purposes, had a capital loss carryforward of $106,724,624 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 ($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), October 31, 2017 ($19,014,413) and October 31, 2018 ($16,335,692).

Eaton Vance Floating-Rate & High Income Fund as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS CONT’D

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

2 Distributions to Shareholders

The tax character of distributions declared for the years ended October 31, 2010 and October 31, 2009 was as follows:


	Year Ended October 31,
	2010		2009


Distributions declared from:
Ordinary income	$	35,621,398	$	30,529,188

During the year ended October 31, 2010, accumulated net realized loss was decreased by $16,078,153, accumulated distributions in excess of net investment income was decreased by $2,389,016 and paid-in capital was decreased by $18,467,169 due to expired capital loss carryforwards and differences between book and tax accounting, primarily for swap contracts, premium amortization, mixed straddles, defaulted bond interest 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, 2010, the components of distributable earnings (accumulated losses) and unrealized appreciation (depreciation) on a tax basis were as follows:


Undistributed ordinary income	$	2,191,382
Capital loss carryforward	$	(106,724,624	)
Net unrealized depreciation	$	(42,390,085	)
Other temporary differences	$	(697,548	)

The differences between components of distributable earnings (accumulated losses) on a tax basis and the amounts reflected in the Statements of Assets and Liabilities are primarily due to the timing of recognizing distributions to shareholders, swap contracts, wash sales, partnership allocations, defaulted bond interest, premium amortization and investments in partnerships.

3 Transactions 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, 2010, the administration fee amounted to $1,008,801. The Portfolios have engaged Boston Management and Research

Eaton Vance Floating-Rate & High Income Fund as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS CONT’D

(BMR), a subsidiary of EVM, to render investment advisory services. See Note 2 of the Portfolios’ Notes to Financial Statements.

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, 2010, EVM earned $27,024 in sub-transfer agent fees. The Fund was informed that EVD, an affiliate of EVM, received $23,738 as its portion of the sales charge on sales of Class A shares for the year ended October 31, 2010. 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.

4 Distribution Plans

The Fund has in effect a distribution plan for the Advisers Class shares and Class A shares (Advisers/Class A Plan) pursuant to Rule 12b-1 under the 1940 Act. The Advisers/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 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, 2010 amounted to $383,457 for Advisers Class shares and $533,287 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, 2010, the Fund paid or accrued to EVD $193,835 and $1,428,972 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, 2010, the amounts of Uncovered Distribution Charges of EVD calculated under the Class B and Class C Plans were approximately $7,112,000 and $65,779,000, 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, 2010 amounted to $64,612 and $476,323 for Class B and Class C shares, respectively.

5 Contingent 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, 2010, the Fund was informed that EVD received approximately $16,000, $30,000 and $17,000 of CDSCs paid by Class A, Class B and Class C shareholders, respectively.

Eaton Vance Floating-Rate & High Income Fund as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS CONT’D

6 Investment Transactions

For the year ended October 31, 2010, increases and decreases in the Fund’s investments in the Portfolios were as follows:


Portfolio	Contributions		Withdrawals

Floating Rate Portfolio	$	136,369,356	$	89,849,093
High Income Opportunities Portfolio		74,014,985		9,712,417

7 Shares of Beneficial Interest


	Year Ended October 31,
Advisers Class	2010			2009

Sales		10,855,700			14,220,356
Issued to shareholders electing to receive payments of distributions in Fund shares		885,421			793,992
Redemptions		(5,867,768	)		(21,356,638	)


Net increase (decrease)		5,873,353			(6,342,290	)




	Year Ended October 31,
Class A	2010			2009

Sales		12,381,558			6,378,165
Issued to shareholders electing to receive payments of distributions in Fund shares		942,996			742,148
Redemptions		(7,044,637	)		(8,511,074	)
Exchange from Class B shares		355,050			2,011,102


Net increase		6,634,967			620,341




	Year Ended October 31,
Class B	2010			2009

Sales		338,115			162,901
Issued to shareholders electing to receive payments of distributions in Fund shares		103,504			152,689
Redemptions		(744,482	)		(1,551,755	)
Exchange to Class A shares		(377,734	)		(2,137,629	)


Net decrease		(680,597	)		(3,373,794	)




	Year Ended October 31,
Class C	2010			2009

Sales		4,211,669			2,451,173
Issued to shareholders electing to receive payments of distributions in Fund shares		778,645			760,690
Redemptions		(4,380,581	)		(7,093,221	)


Net increase (decrease)		609,733			(3,881,358	)




	Year Ended October 31,
Class I	2010			2009

Sales		9,412,155			12,833,266
Issued to shareholders electing to receive payments of distributions in Fund shares		280,657			203,543
Redemptions		(4,877,166	)		(6,801,428	)


Net increase		4,815,646			6,235,381

For the years ended October 31, 2010 and October 31, 2009, the Fund received $28,008 and $317,937, respectively, in redemption fees.

8 Fair Value Measurements


	•	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, 2010 and October 31, 2009, the Fund’s investment in High Income Opportunities Portfolio, whose financial statements are not included but available elsewhere as discussed in Note 1, was valued based on Level 1 inputs.

Eaton Vance Floating-Rate & High Income Fund as of October 31, 2010

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, 2010, 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, 2010, 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, 2010

Eaton Vance Floating-Rate & High Income Fund as of October 31, 2010

FEDERAL TAX INFORMATION (Unaudited)

Qualified Divided Income. The Fund designates approximately $25,757, 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%.

Floating Rate Portfolio as of October 31, 2010

PORTFOLIO OF INVESTMENTS


Senior Floating-Rate Interests — 94.0%⁽¹⁾

Principal
Amount*
(000’s omitted)		Borrower/Tranche Description	Value



Aerospace and Defense — 1.9%

Booz Allen Hamilton, Inc.
	6,017	Term Loan, 6.00%, Maturing July 31, 2015	$	6,048,677
DAE Aviation Holdings, Inc.
	9,639	Term Loan, 4.04%, Maturing July 31, 2014		9,277,762
	10,586	Term Loan, 4.04%, Maturing July 31, 2014		10,188,600
Delos Aircraft, Inc.
	5,142	Term Loan, 7.00%, Maturing March 17, 2016		5,270,866
Doncasters (Dunde HoldCo 4 Ltd.)
	3,586	Term Loan, 4.26%, Maturing July 13, 2015		3,230,528
GBP	657	Term Loan, 4.57%, Maturing July 13, 2015		949,673
	3,586	Term Loan, 4.76%, Maturing July 13, 2015		3,230,529
GBP	657	Term Loan, 5.07%, Maturing July 13, 2015		949,673
DynCorp International, LLC
	6,450	Term Loan, 6.25%, Maturing July 5, 2016		6,497,330
Evergreen International Aviation
	7,126	Term Loan, 10.50%, Maturing October 31, 2011⁽²⁾		7,037,290
Hawker Beechcraft Acquisition
	22,525	Term Loan, 2.26%, Maturing March 26, 2014		18,924,361
	1,463	Term Loan, 2.29%, Maturing March 26, 2014		1,228,817
IAP Worldwide Services, Inc.
	5,519	Term Loan, 8.25%, Maturing December 30, 2012⁽²⁾		5,422,511
International Lease Finance Co.
	7,633	Term Loan, 6.75%, Maturing March 17, 2015		7,832,371
Spirit AeroSystems, Inc.
	3,710	Term Loan, 3.54%, Maturing September 30, 2016		3,705,737
TransDigm, Inc.
	11,650	Term Loan, 2.27%, Maturing June 23, 2013		11,536,413
Triumph Group, Inc.
	3,217	Term Loan, 4.50%, Maturing June 16, 2016		3,243,075
Vangent, Inc.
	3,299	Term Loan, 2.32%, Maturing February 14, 2013		3,167,325
Wesco Aircraft Hardware Corp.
	6,331	Term Loan, 2.51%, Maturing September 30, 2013		6,286,425
Wyle Laboratories, Inc.
	8,000	Term Loan, 7.75%, Maturing March 25, 2016		8,029,933


			$	122,057,896




Air Transport — 0.4%

Delta Air Lines, Inc.
	20,000	Revolving Loan, 0.50%, Maturing April 30, 2012⁽³⁾	$	19,000,000
	8,311	Term Loan, 2.28%, Maturing April 30, 2012		8,172,172


			$	27,172,172



Automotive — 4.4%

Adesa, Inc.
	30,748	Term Loan, 3.01%, Maturing October 18, 2013	$	30,055,715
Allison Transmission, Inc.
	42,357	Term Loan, 3.03%, Maturing August 7, 2014		40,738,183
Dayco Products, LLC
	3,000	Term Loan, 6.75%, Maturing November 12, 2012⁽³⁾		3,054,000
	314	Term Loan, 10.00%, Maturing November 12, 2012		314,792
	629	Term Loan, 10.00%, Maturing November 12, 2012		629,584
	1,961	Term Loan, 10.50%, Maturing May 13, 2014		1,955,720
	309	Term Loan, 12.50%, Maturing November 13, 2014⁽²⁾		302,420
Federal-Mogul Corp.
	32,825	Term Loan, 2.20%, Maturing December 29, 2014		29,219,361
	19,251	Term Loan, 2.20%, Maturing December 28, 2015		17,136,218
Financiere Truck (Investissement)
EUR	1,595	Term Loan, 3.29%, Maturing February 15, 2012		2,002,055
GBP	2,245	Term Loan, 1.53%, Maturing February 15, 2015⁽³⁾		3,243,012
Ford Motor Co.
	4,852	Revolving Loan, 1.89%, Maturing December 15, 2013⁽³⁾		4,743,227
	23,087	Term Loan, 3.03%, Maturing December 16, 2013		22,823,950
	25,148	Term Loan, 3.04%, Maturing December 16, 2013		24,936,508
Goodyear Tire & Rubber Co.
	45,656	Term Loan - Second Lien, 2.21%, Maturing April 30, 2014		44,038,719
HHI Holdings, LLC
	3,200	Term Loan, 9.75%, Maturing March 30, 2015		3,248,000
Keystone Automotive Operations, Inc.
	6,771	Term Loan, 3.79%, Maturing January 12, 2012		5,755,296
Metaldyne Co. LLC
	13,125	Term Loan, 7.75%, Maturing October 28, 2016		13,239,844
Pinafore, LLC
	9,000	Term Loan, 6.50%, Maturing September 29, 2015		9,022,500
Tenneco Automotive, Inc.
	5,550	Term Loan, 5.26%, Maturing March 17, 2014		5,586,352
TI Automotive, Ltd.
	4,500	Term Loan, 9.50%, Maturing July 1, 2016		4,556,250
TriMas Corp.
	1,391	Term Loan, 6.00%, Maturing August 2, 2011		1,394,101
	8,678	Term Loan, 6.00%, Maturing December 15, 2015		8,699,194
United Components, Inc.
	9,750	Term Loan, 6.25%, Maturing March 23, 2017		9,852,375


			$	286,547,376




Beverage and Tobacco — 0.2%

Culligan International Co.
	6,836	Term Loan, 2.51%, Maturing November 24, 2012	$	5,595,327

See notes to financial statements

Floating Rate Portfolio as of October 31, 2010

PORTFOLIO OF INVESTMENTS CONT’D


Principal
Amount*
(000’s omitted)		Borrower/Tranche Description	Value


Beverage and Tobacco (continued)


Maine Beverage Co., LLC
	1,336	Term Loan, 2.04%, Maturing March 31, 2013	$	1,285,625
Van Houtte, Inc.
	448	Term Loan, 2.79%, Maturing July 19, 2014		444,068
	3,284	Term Loan, 2.79%, Maturing July 19, 2014		3,256,502


			$	10,581,522




Building and Development — 1.8%

401 North Wabash Venture, LLC
	9,914	Term Loan, 6.80%, Maturing July 27, 2012	$	7,633,824
Beacon Sales Acquisition, Inc.
	6,059	Term Loan, 2.28%, Maturing September 30, 2013		5,771,124
Brickman Group Holdings, Inc.
	14,075	Term Loan, 7.25%, Maturing October 14, 2016		14,242,155
Building Materials Corp. of America
	7,009	Term Loan, 3.06%, Maturing February 24, 2014		6,969,269
Contech Construction Products
	1,767	Term Loan, 6.25%, Maturing January 31, 2013		1,551,800
Forestar USA Real Estate Group, Inc.
	1,675	Revolving Loan, 1.18%, Maturing December 1, 2010⁽³⁾		1,574,712
	13,570	Term Loan, 6.50%, Maturing December 1, 2010		13,298,540
Lafarge Roofing
	1,609	Term Loan, 3.25%, Maturing March 16, 2015⁽²⁾		1,215,553
EUR	2,890	Term Loan, 3.25%, Maturing April 16, 2015⁽²⁾		3,031,141
EUR	1,914	Term Loan, 5.00%, Maturing April 16, 2015⁽²⁾		2,179,721
Materis
EUR	2,117	Term Loan, 3.71%, Maturing April 27, 2014		2,480,583
EUR	2,322	Term Loan, 3.77%, Maturing April 27, 2015		2,720,249
NCI Building Systems, Inc.
	3,392	Term Loan, 8.00%, Maturing April 18, 2014		3,270,989
November 2005 Land Investors, LLC
	610	Term Loan, 0.00%, Maturing March 31, 2011⁽⁴⁾		128,033
Panolam Industries Holdings, Inc.
	10,289	Term Loan, 8.25%, Maturing December 31, 2013		9,499,941
RE/MAX International, Inc.
	13,831	Term Loan, 5.50%, Maturing April 15, 2016		13,873,720
Realogy Corp.
	1,412	Term Loan, 3.26%, Maturing October 10, 2013		1,286,213
	10,357	Term Loan, 3.26%, Maturing October 10, 2013		9,435,993
South Edge, LLC
	8,795	Term Loan, 0.00%, Maturing October 31, 2009⁽⁵⁾		4,177,455
Standard Pacific Corp.
	4,680	Term Loan, 2.12%, Maturing May 5, 2013		4,258,800
WCI Communities, Inc.
	2,206	Term Loan, 11.00%, Maturing September 3, 2014		2,200,729
	4,126	Term Loan, 10.00%, Maturing September 2, 2016⁽²⁾		3,988,258


			$	114,788,802




Business Equipment and Services — 7.3%

Activant Solutions, Inc.
	9,920	Term Loan, 2.31%, Maturing May 2, 2013	$	9,589,612
Acxiom Corp.
	8,728	Term Loan, 3.29%, Maturing March 15, 2015		8,749,343
Advantage Sales & Marketing, Inc.
	12,440	Term Loan, 5.00%, Maturing May 5, 2016		12,436,884
	1,500	Term Loan - Second Lien, 8.50%, Maturing May 5, 2017		1,503,750
Affinion Group, Inc.
	26,591	Term Loan, 5.00%, Maturing October 10, 2016		26,292,222
Allied Barton Security Services
	994	Term Loan, 7.75%, Maturing February 18, 2015		998,977
Dealer Computer Services, Inc.
	18,049	Term Loan, 5.25%, Maturing April 21, 2017		18,069,953
Education Management, LLC
	19,822	Term Loan, 2.06%, Maturing June 3, 2013		18,464,418
Evertec, Inc.
	4,000	Term Loan, 7.50%, Maturing August 27, 2016		3,990,000
Fifth Third Processing Solution
	7,150	Term Loan, Maturing November 1, 2016⁽⁶⁾		7,078,500
First American Corp.
	6,708	Term Loan, 4.75%, Maturing April 12, 2016		6,754,306
Infogroup, Inc.
	5,362	Term Loan, 6.25%, Maturing July 1, 2016		5,397,308
iPayment, Inc.
	22,424	Term Loan, 2.28%, Maturing May 10, 2013		21,247,106
Kronos, Inc.
	13,643	Term Loan, 2.04%, Maturing June 11, 2014		13,370,289
Language Line, Inc.
	14,726	Term Loan, 5.50%, Maturing November 4, 2015		14,606,630
Mitchell International, Inc.
	1,969	Term Loan, 2.31%, Maturing March 28, 2014		1,841,994
	1,500	Term Loan - Second Lien, 5.56%, Maturing March 30, 2015		1,314,375
NE Customer Service
	15,580	Term Loan, 6.00%, Maturing March 23, 2016		15,487,163
Protection One Alarm Monitor, Inc.
	10,661	Term Loan, 6.00%, Maturing May 16, 2016		10,687,464
Quantum Corp.
	3,622	Term Loan, 3.77%, Maturing July 14, 2014		3,431,712

See notes to financial statements

Floating Rate Portfolio as of October 31, 2010

PORTFOLIO OF INVESTMENTS CONT’D


Principal
Amount*
(000’s omitted)		Borrower/Tranche Description	Value


Business Equipment and Services (continued)


Quintiles Transnational Corp.
	10,000	Revolving Loan, 0.25%, Maturing March 31, 2012⁽³⁾	$	9,798,000
	17,775	Term Loan, 2.29%, Maturing March 29, 2013		17,597,686
Sabre, Inc.
	40,944	Term Loan, 2.27%, Maturing September 30, 2014		38,975,886
SafeNet, Inc.
	14,612	Term Loan, 2.76%, Maturing April 12, 2014		14,037,115
Serena Software, Inc.
	8,010	Term Loan, 2.29%, Maturing March 10, 2013		7,809,692
Sitel (Client Logic)
	9,682	Term Loan, 5.79%, Maturing January 30, 2014		8,871,453
EUR	569	Term Loan, 6.35%, Maturing January 30, 2014		735,085
Solera Holdings, LLC
	3,717	Term Loan, 2.06%, Maturing May 16, 2014		3,620,619
EUR	2,938	Term Loan, 2.69%, Maturing May 16, 2014		4,038,432
SunGard Data Systems, Inc.
	17,576	Term Loan, 2.01%, Maturing February 28, 2014		17,128,411
	3,406	Term Loan, 6.75%, Maturing February 28, 2014		3,425,872
	58,904	Term Loan, 4.03%, Maturing February 26, 2016		58,306,142
TransUnion, LLC
	10,150	Term Loan, 6.75%, Maturing June 15, 2017		10,343,044
Transaction Network Service, Inc.
	2,385	Term Loan, 6.00%, Maturing November 18, 2015		2,401,010
Travelport, LLC
	499	Term Loan, Maturing August 23, 2013⁽⁶⁾		492,844
	6,614	Term Loan, 4.79%, Maturing August 21, 2015		6,540,637
	14,545	Term Loan, 4.96%, Maturing August 21, 2015		14,393,918
	19,549	Term Loan, 4.96%, Maturing August 21, 2015		19,332,738
EUR	2,106	Term Loan, 5.33%, Maturing August 21, 2015		2,887,893
Valassis Communications, Inc.
	2,719	Term Loan, 2.54%, Maturing March 2, 2014		2,702,988
West Corp.
	2,707	Term Loan, 2.63%, Maturing October 24, 2013		2,660,896
	6,652	Term Loan, 4.51%, Maturing July 15, 2016		6,637,656
	18,437	Term Loan, 4.51%, Maturing July 15, 2016		18,374,291


			$	472,424,314




Cable and Satellite Television — 7.3%

Atlantic Broadband Finance, LLC
	512	Term Loan, 2.54%, Maturing September 1, 2011	$	509,454
	13,768	Term Loan, 6.75%, Maturing May 31, 2013		13,848,681
Bresnan Broadband Holdings, LLC
	1,478	Term Loan, 2.26%, Maturing June 30, 2013		1,471,266
	15,318	Term Loan, 2.26%, Maturing March 29, 2014		15,253,600
Cequel Communications, LLC
	39,947	Term Loan, 2.26%, Maturing November 5, 2013		39,479,033
Charter Communications Operating, LLC
	63,633	Term Loan, 2.26%, Maturing March 6, 2014		62,539,047
	16,489	Term Loan, 3.54%, Maturing September 6, 2016		16,214,866
CSC Holdings, Inc.
	1,465	Term Loan, 2.01%, Maturing March 29, 2016		1,453,469
	15,612	Term Loan, 2.01%, Maturing March 29, 2016		15,336,641
CW Media Holdings, Inc.
	4,419	Term Loan, 3.26%, Maturing February 16, 2015		4,410,874
FoxCo Acquisition Sub, LLC
	11,173	Term Loan, 7.50%, Maturing July 14, 2015		11,089,610
Insight Midwest Holdings, LLC
	25,573	Term Loan, 2.02%, Maturing April 7, 2014		24,746,102
Kabel BW GmbH and Co.
EUR	1,500	Term Loan, 3.35%, Maturing June 9, 2014		2,070,178
EUR	1,500	Term Loan, 3.85%, Maturing June 9, 2015		2,070,178
Kabel Deutschland GmbH
EUR	4,000	Term Loan, 3.10%, Maturing March 31, 2014		5,525,446
EUR	10,250	Term Loan, 4.10%, Maturing March 31, 2014		14,209,486
MCC Iowa, LLC
	7,577	Term Loan, 2.00%, Maturing January 31, 2015		7,255,019
	7,700	Term Loan, 2.00%, Maturing January 31, 2015		7,372,750
Mediacom Broadband, LLC
	10,249	Term Loan, 4.50%, Maturing October 23, 2017		10,163,905
Mediacom Illinois, LLC
	19,144	Term Loan, 2.00%, Maturing January 31, 2015		18,175,197
	2,970	Term Loan, 5.50%, Maturing March 31, 2017		2,949,581
Mediacom, LLC
	10,485	Term Loan, 4.50%, Maturing October 23, 2017		10,327,725
Midcontinent Communications
	6,000	Term Loan, 6.25%, Maturing December 31, 2016		6,030,000
ProSiebenSat.1 Media AG
EUR	2,605	Term Loan, 2.39%, Maturing July 2, 2014		3,315,742
EUR	8,860	Term Loan, 2.39%, Maturing July 2, 2014		11,276,770
EUR	2,020	Term Loan, 3.52%, Maturing March 6, 2015		2,260,960
EUR	24,471	Term Loan, 2.77%, Maturing June 26, 2015		31,376,664
EUR	1,085	Term Loan, 2.77%, Maturing July 3, 2015		1,390,685
EUR	2,020	Term Loan, 3.77%, Maturing March 4, 2016		2,260,960
UPC Broadband Holding B.V.
	20,842	Term Loan, 4.25%, Maturing December 30, 2016		20,399,553
EUR	21,765	Term Loan, 4.37%, Maturing December 31, 2016		28,716,563
	9,793	Term Loan, 4.25%, Maturing December 29, 2017		9,545,111
EUR	10,790	Term Loan, 4.62%, Maturing December 31, 2017		14,264,532
Virgin Media Investment Holding
GBP	2,000	Term Loan, Maturing June 30, 2015⁽⁶⁾		3,194,287
GBP	19,000	Term Loan, 4.78%, Maturing December 31, 2015		30,352,695

See notes to financial statements

Floating Rate Portfolio as of October 31, 2010

PORTFOLIO OF INVESTMENTS CONT’D


Principal
Amount*
(000’s omitted)		Borrower/Tranche Description	Value


Cable and Satellite Television (continued)


YPSO Holding SA
EUR	3,193	Term Loan, 4.60%, Maturing June 16, 2014⁽²⁾	$	3,595,057
EUR	5,209	Term Loan, 4.60%, Maturing June 16, 2014⁽²⁾		5,865,620
EUR	9,273	Term Loan, 4.60%, Maturing June 16, 2014⁽²⁾		10,441,708
EUR	1,000	Term Loan, Maturing December 31, 2015⁽⁶⁾		1,125,144


			$	471,884,159




Chemicals and Plastics — 5.2%

Arizona Chemical, Inc.
EUR	2,535	Term Loan, 3.14%, Maturing February 26, 2013	$	3,528,663
Brenntag Holding GmbH and Co. KG
	10,152	Term Loan, 4.02%, Maturing January 20, 2014		10,228,487
	1,824	Term Loan, 4.03%, Maturing January 20, 2014		1,837,728
EUR	4,233	Term Loan, 4.55%, Maturing January 20, 2014		5,899,028
GBP	1,200	Term Loan, 4.66%, Maturing January 20, 2014		1,913,207
EUR	1,057	Term Loan, Maturing January 20, 2014⁽⁶⁾		1,449,232
EUR	828	Term Loan, Maturing January 19, 2015⁽⁶⁾		1,154,481
EUR	32	Term Loan - Second Lien, 7.19%, Maturing July 17, 2015		45,178
EUR	230	Term Loan - Second Lien, 7.19%, Maturing July 17, 2015		323,774
British Vita UK, Ltd.
EUR	997	Term Loan, 6.19%, Maturing June 30, 2014⁽²⁾		1,380,780
Celanese Holdings, LLC
	11,787	Term Loan, 1.76%, Maturing April 2, 2014		11,646,835
	1,761	Term Loan, 1.79%, Maturing April 2, 2014		1,744,269
	5,080	Term Loan, 3.29%, Maturing October 31, 2016		5,111,175
EUR	681	Term Loan, 3.85%, Maturing October 31, 2016		948,033
Chemtura Corp.
	4,200	DIP Loan, 6.00%, Maturing February 11, 2011		4,210,500
	4,200	Term Loan, 5.50%, Maturing August 27, 2016		4,237,624
Cognis GmbH
EUR	1,249	Term Loan, 2.88%, Maturing September 16, 2013		1,724,421
EUR	4,276	Term Loan, 2.88%, Maturing September 16, 2013		5,906,225
Columbian Chemicals Acquisition
	8,513	Term Loan, 6.31%, Maturing March 16, 2013		8,427,411
Hexion Specialty Chemicals, Inc.
	12,500	Term Loan, 2.25%, Maturing May 5, 2013		11,406,250
	968	Term Loan, 4.06%, Maturing May 5, 2015		940,894
	6,413	Term Loan, 4.06%, Maturing May 5, 2015		6,268,589
	12,298	Term Loan, 4.06%, Maturing May 5, 2015		12,020,979
	1,198	Term Loan, 4.19%, Maturing May 5, 2015		1,171,160
EUR	1,094	Term Loan, 4.63%, Maturing May 5, 2015		1,423,287
Huish Detergents, Inc.
	1,985	Term Loan, 2.01%, Maturing April 26, 2014		1,907,712
Huntsman International, LLC
	19,876	Term Loan, 1.78%, Maturing April 21, 2014		19,433,817
	4,333	Term Loan, 2.52%, Maturing June 30, 2016		4,254,209
INEOS Group
	712	Term Loan, 7.00%, Maturing December 14, 2012		732,148
EUR	9,912	Term Loan, 7.50%, Maturing December 16, 2013		14,015,128
	19,692	Term Loan, 7.50%, Maturing December 16, 2013		20,167,450
EUR	7,147	Term Loan, 8.00%, Maturing December 16, 2014		10,105,658
	19,839	Term Loan, 8.00%, Maturing December 16, 2014		20,318,439
ISP Chemco, Inc.
	8,429	Term Loan, 1.81%, Maturing June 4, 2014		8,247,084
Kraton Polymers, LLC
	10,899	Term Loan, 2.31%, Maturing May 13, 2013		10,677,751
Lyondell Chemical Co.
	8,454	Term Loan, 5.50%, Maturing April 8, 2016		8,535,713
MacDermid, Inc.
	5,978	Term Loan, 2.26%, Maturing April 12, 2014		5,708,798
Millenium Inorganic Chemicals
	14,790	Term Loan, 2.54%, Maturing May 15, 2014		14,207,928
Momentive Performance Material
	4,850	Term Loan, 2.50%, Maturing December 4, 2013		4,736,161
	10,460	Term Loan, 2.56%, Maturing December 4, 2013		10,214,331
Nalco Co.
	11,625	Term Loan, 4.50%, Maturing October 5, 2017		11,773,951
Omnova Solutions, Inc.
	6,200	Term Loan, Maturing April 12, 2017⁽⁶⁾		6,234,875
Rockwood Specialties Group, Inc.
EUR	522	Term Loan, 5.00%, Maturing July 29, 2011		719,875
	23,138	Term Loan, 6.00%, Maturing May 15, 2014		23,196,284
Solutia, Inc.
	5,000	Revolving Loan, 0.98%, Maturing March 12, 2015⁽³⁾		4,650,000
	18,894	Term Loan, 4.75%, Maturing March 17, 2017		19,059,209
Styron S.A.R.L.
	16,665	Term Loan, 7.50%, Maturing June 17, 2016		16,971,951


			$	340,816,682




Clothing / Textiles — 0.4%

Hanesbrands, Inc.
	7,831	Term Loan, 5.25%, Maturing December 10, 2015	$	7,932,762
Phillips Van Heusen Corp.
	7,712	Term Loan, 4.75%, Maturing May 6, 2016		7,791,327
EUR	6,009	Term Loan, 5.00%, Maturing May 6, 2016		8,363,886


			$	24,087,975

See notes to financial statements

Floating Rate Portfolio as of October 31, 2010

PORTFOLIO OF INVESTMENTS CONT’D


Principal
Amount*
(000’s omitted)		Borrower/Tranche Description	Value



Conglomerates — 2.5%

Aquilex Holdings, LLC
	1,990	Term Loan, 5.50%, Maturing April 1, 2016	$	1,972,588
Gentek
	4,575	Term Loan, 6.75%, Maturing October 6, 2015		4,626,469
Goodman Global Holdings, Inc.
	14,400	Term Loan, Maturing October 28, 2016⁽⁶⁾		14,614,200
Jarden Corp.
	10,358	Term Loan, 3.52%, Maturing January 26, 2015		10,378,523
Johnson Diversey, Inc.
	4,817	Term Loan, 5.50%, Maturing November 24, 2015		4,865,328
Manitowoc Company, Inc. (The)
	11,203	Term Loan, 5.31%, Maturing November 6, 2013		11,114,824
	6,596	Term Loan, 8.00%, Maturing November 6, 2014		6,621,280
Polymer Group, Inc.
	1,565	Term Loan, 2.51%, Maturing November 22, 2012		1,565,836
	15,521	Term Loan, 7.00%, Maturing November 24, 2014		15,540,411
RBS Global, Inc.
	6,438	Term Loan, 2.56%, Maturing July 19, 2013		6,223,536
	26,366	Term Loan, 2.81%, Maturing July 19, 2013		25,673,456
RGIS Holdings, LLC
	15,801	Term Loan, 2.78%, Maturing April 30, 2014		14,615,735
	790	Term Loan, 2.79%, Maturing April 30, 2014		730,787
Service Master Co.
	1,537	Term Loan, 2.76%, Maturing July 24, 2014		1,461,614
	15,432	Term Loan, 2.77%, Maturing July 24, 2014		14,677,043
US Investigations Services, Inc.
	14,541	Term Loan, 3.29%, Maturing February 21, 2015		13,613,690
	5,561	Term Loan, 7.75%, Maturing February 21, 2015		5,588,868
Vertrue, Inc.
	6,309	Term Loan, 3.29%, Maturing August 16, 2014		5,678,450


			$	159,562,638




Containers and Glass Products — 3.0%

Berry Plastics Corp.
	22,178	Term Loan, 2.38%, Maturing April 3, 2015	$	20,943,093
BWAY Corp.
	5,837	Term Loan, 5.52%, Maturing June 16, 2017		5,862,336
	547	Term Loan, 5.56%, Maturing June 16, 2017		549,594
Consolidated Container Co.
	15,414	Term Loan, 2.50%, Maturing March 28, 2014		14,592,078
Crown Americas, Inc.
	598	Term Loan, 2.01%, Maturing November 15, 2012		594,775
EUR	1,744	Term Loan, 2.52%, Maturing November 15, 2012		2,391,005
Graham Packaging Holdings Co.
	20,939	Term Loan, 6.75%, Maturing April 5, 2014		21,151,740
	11,950	Term Loan, 6.00%, Maturing September 23, 2016		12,088,178
Graphic Packaging International, Inc.
	24,113	Term Loan, 2.29%, Maturing May 16, 2014		23,701,681
	6,071	Term Loan, 3.04%, Maturing May 16, 2014		6,031,454
JSG Acquisitions
EUR	1,069	Term Loan, 4.24%, Maturing December 31, 2014		1,480,819
EUR	1,060	Term Loan, 4.43%, Maturing December 31, 2014		1,468,528
OI European Group B.V.
EUR	11,939	Term Loan, 2.24%, Maturing June 14, 2013		16,145,224
Reynolds Group Holdings, Inc.
	8,000	Term Loan, 2.25%, Maturing August 6, 2015⁽³⁾		8,026,000
	15,517	Term Loan, 2.38%, Maturing May 5, 2016⁽³⁾		15,654,929
	19,272	Term Loan, 6.25%, Maturing May 5, 2016		19,416,514
	12,591	Term Loan, 6.75%, Maturing May 5, 2016		12,712,927
Smurfit-Stone Container Corp.
	15,087	Term Loan, 6.75%, Maturing February 22, 2016		15,253,146


			$	198,064,021




Cosmetics / Toiletries — 1.1%

Alliance Boots Holdings, Ltd.
GBP	15,000	Term Loan, 3.56%, Maturing July 5, 2015	$	21,748,910
EUR	13,000	Term Loan, 3.80%, Maturing July 5, 2015		16,866,451
American Safety Razor Co.
��	5	Term Loan, 8.75%, Maturing July 31, 2013⁽²⁾		5,140
Bausch & Lomb, Inc.
	2,945	Term Loan, 3.51%, Maturing April 24, 2015		2,877,823
	14,141	Term Loan, 3.53%, Maturing April 24, 2015		13,816,284
Prestige Brands, Inc.
	15,843	Term Loan, 5.50%, Maturing March 24, 2016		15,971,501


			$	71,286,109




Drugs — 1.1%

Graceway Pharmaceuticals, LLC
	12,062	Term Loan, 5.01%, Maturing May 3, 2012	$	7,377,952
Pharmaceutical Holdings Corp.
	808	Term Loan, 4.54%, Maturing January 30, 2012		800,021
Valeant Pharmaceuticals
	5,700	Term Loan, 4.55%, Maturing September 27, 2016⁽³⁾		5,763,772
Warner Chilcott Corp.
	7,522	Term Loan, 6.00%, Maturing October 30, 2014		7,525,103
	5,919	Term Loan, 6.25%, Maturing April 30, 2015		5,951,029
	7,195	Term Loan, 6.25%, Maturing April 30, 2015		7,237,076
	11,942	Term Loan, 6.25%, Maturing April 30, 2015		12,011,431
	3,021	Term Loan, 6.50%, Maturing February 22, 2016		3,042,142
	9,304	Term Loan, 6.50%, Maturing February 22, 2016		9,384,713

See notes to financial statements

Floating Rate Portfolio as of October 31, 2010

PORTFOLIO OF INVESTMENTS CONT’D


Principal
Amount*
(000’s omitted)		Borrower/Tranche Description	Value


Drugs (continued)


WC Luxco Sarl
	11,500	Term Loan, 4.51%, Maturing August 20, 2014	$	11,492,813


			$	70,586,052




Ecological Services and Equipment — 0.5%

BakerCorp.
	2,806	Term Loan, 4.84%, Maturing May 8, 2014	$	2,745,284
Big Dumpster Merger Sub, Inc.
	1,614	Term Loan, 2.51%, Maturing February 5, 2013		1,197,435
Environmental Systems Products Holdings, Inc.
	357	Term Loan - Second Lien, 13.50%, Maturing September 12, 2014		312,363
Kemble Water Structure, Ltd.
GBP	14,400	Term Loan - Second Lien, 5.03%, Maturing October 13, 2013		22,150,900
Sensus Metering Systems, Inc.
	7,317	Term Loan, 7.00%, Maturing June 3, 2013		7,362,337
Synagro Technologies, Inc.
	995	Term Loan, 2.26%, Maturing April 2, 2014		865,527
Wastequip, Inc.
	679	Term Loan, 2.51%, Maturing February 5, 2013		504,183


			$	35,138,029




Electronics / Electrical — 3.1%

Aspect Software, Inc.
	19,587	Term Loan, 6.25%, Maturing April 19, 2016	$	19,570,422
Baldor Electric Co.
	824	Term Loan, 5.25%, Maturing January 31, 2014		831,369
Christie/Aix, Inc.
	5,179	Term Loan, 5.25%, Maturing April 29, 2016		5,153,262
Fairchild Semiconductor Corp.
	10,688	Term Loan, 1.81%, Maturing June 26, 2013		10,581,153
FCI International S.A.S.
	552	Term Loan, 3.66%, Maturing November 1, 2013		531,734
	573	Term Loan, 3.66%, Maturing November 1, 2013		552,324
	750	Term Loan, 3.91%, Maturing November 1, 2013		722,705
	552	Term Loan, 3.66%, Maturing October 31, 2014		531,734
	573	Term Loan, 3.66%, Maturing October 31, 2014		552,324
Freescale Semiconductor, Inc.
	26,314	Term Loan, 4.51%, Maturing December 1, 2016		24,822,508
Infor Enterprise Solutions Holdings
EUR	2,887	Term Loan, 5.80%, Maturing July 28, 2015		3,647,082
	7,099	Term Loan, 6.01%, Maturing July 28, 2015		6,575,404
	19,124	Term Loan, 6.01%, Maturing July 28, 2015		17,797,402
Microsemi Corp.
	6,725	Term Loan, Maturing November 2, 2017⁽⁶⁾		6,807,664
Network Solutions, LLC
	9,709	Term Loan, 2.52%, Maturing March 7, 2014		9,199,689
Open Solutions, Inc.
	10,028	Term Loan, 2.42%, Maturing January 23, 2014		8,534,225
RBS Worldpay, Inc.
GBP	5,000	Term Loan, Maturing October 2, 2017⁽⁶⁾		8,059,825
	3,500	Term Loan, Maturing October 15, 2017⁽⁶⁾		3,527,345
Sensata Technologies Finance Co.
	22,757	Term Loan, 2.04%, Maturing April 26, 2013		22,222,077
Shield Finance Co. S.A.R.L.
	6,278	Term Loan, 7.75%, Maturing June 15, 2016		6,277,562
Spansion, LLC
	9,858	Term Loan, 7.50%, Maturing January 8, 2015		9,964,773
Spectrum Brands, Inc.
	23,425	Term Loan, 8.00%, Maturing June 16, 2016		23,930,113
SS&C Technologies, Inc.
	2,650	Term Loan, 2.28%, Maturing November 23, 2012		2,616,711
VeriFone, Inc.
	1,819	Term Loan, 3.01%, Maturing October 31, 2013		1,809,961
Vertafore, Inc.
	6,708	Term Loan, 6.75%, Maturing July 29, 2016		6,743,405


			$	201,562,773




Equipment Leasing — 0.0%⁽¹⁰⁾

Hertz Corp.
	8	Term Loan, 2.01%, Maturing December 21, 2012	$	7,784
	835	Term Loan, 2.09%, Maturing December 21, 2012		828,968


			$	836,752




Farming / Agriculture — 0.3%

CF Industries, Inc.
	7,792	Term Loan, 4.50%, Maturing April 6, 2015	$	7,864,610
Wm. Bolthouse Farms, Inc.
	13,433	Term Loan, 5.50%, Maturing February 11, 2016		13,452,649


			$	21,317,259




Financial Intermediaries — 2.9%

Asset Acceptance Capital Corp.
	8,887	Term Loan, 3.80%, Maturing June 5, 2013	$	8,605,219
Citco III, Ltd.
	18,775	Term Loan, 4.75%, Maturing May 30, 2014		18,071,414

See notes to financial statements

Floating Rate Portfolio as of October 31, 2010

PORTFOLIO OF INVESTMENTS CONT’D


Principal
Amount*
(000’s omitted)		Borrower/Tranche Description	Value


Financial Intermediaries (continued)


E.A. Viner International Co.
	276	Term Loan, 4.79%, Maturing July 31, 2013	$	267,759
Fidelity National Information Services, Inc.
	17,550	Term Loan, 5.25%, Maturing July 18, 2016		17,766,181
First Data Corp.
	3,333	Term Loan, 3.01%, Maturing September 24, 2014		3,001,703
	3,803	Term Loan, 3.01%, Maturing September 24, 2014		3,425,512
	5,715	Term Loan, 3.01%, Maturing September 24, 2014		5,147,675
Grosvenor Capital Management
	8,974	Term Loan, 4.31%, Maturing December 5, 2016		8,861,914
Interactive Data Corp.
	10,474	Term Loan, 6.75%, Maturing January 27, 2017		10,664,634
Jupiter Asset Management Group
GBP	2,841	Term Loan, 4.70%, Maturing March 17, 2015		4,354,318
LPL Holdings, Inc.
	7,761	Term Loan, 2.04%, Maturing June 28, 2013		7,725,052
	24,428	Term Loan, 4.25%, Maturing June 25, 2015		24,351,875
	15,920	Term Loan, 5.25%, Maturing June 28, 2017		15,890,150
MSCI, Inc.
	24,140	Term Loan, 4.75%, Maturing June 1, 2016		24,316,780
Nuveen Investments, Inc.
	25,438	Term Loan, 3.29%, Maturing November 13, 2014		23,893,453
Oxford Acquisition III, Ltd.
	7,042	Term Loan, 2.04%, Maturing May 12, 2014		6,466,833
RJO Holdings Corp. (RJ O’Brien)
	4,085	Term Loan, 5.26%, Maturing July 12, 2014⁽²⁾		2,716,386


			$	185,526,858




Food Products — 2.4%

Acosta, Inc.
	16,738	Term Loan, 2.51%, Maturing July 28, 2013	$	16,423,993
American Seafoods Group, LLC
	10,709	Term Loan, 5.50%, Maturing May 7, 2015		10,719,213
Autobar BV
EUR	424	Term Loan, Maturing October 6, 2017⁽⁶⁾		593,453
EUR	2,576	Term Loan, Maturing October 6, 2017⁽⁶⁾		3,608,043
B&G Foods, Inc.
	1,500	Term Loan, 2.30%, Maturing February 26, 2013		1,491,875
BL Marketing, Ltd.
GBP	3,500	Term Loan, 2.79%, Maturing December 31, 2013		5,339,033
GBP	2,500	Term Loan - Second Lien, 5.53%, Maturing June 30, 2015		3,753,006
Dean Foods Co.
	26,259	Term Loan, 1.79%, Maturing April 2, 2014		25,560,045
Dole Foods Company, Inc.
	6,629	Term Loan, 5.04%, Maturing March 2, 2017		6,677,494
	2,669	Term Loan, 5.06%, Maturing March 2, 2017		2,688,472
Liberator Midco, Ltd.
	2,000	Term Loan, Maturing April 30, 2016⁽⁶⁾		2,013,000
Lion Polaris S.A.S
EUR	2,837	Term Loan, 5.82%, Maturing October 31, 2017		3,981,306
Mafco Worldwide Corp.
	881	Term Loan, 2.26%, Maturing December 8, 2011		863,656
Michael Foods Holdings, Inc.
	5,262	Term Loan, 6.25%, Maturing June 29, 2016		5,340,740
Picard
EUR	1,663	Term Loan, 5.82%, Maturing September 14, 2017		2,332,371
Pierre Foods, Inc.
	14,825	Term Loan, 7.00%, Maturing September 30, 2016		14,695,281
Pinnacle Foods Finance, LLC
	4,000	Revolving Loan, 0.87%, Maturing April 2, 2013⁽³⁾		3,640,000
	36,672	Term Loan, 2.76%, Maturing April 2, 2014		35,778,095
	6,883	Term Loan, 6.00%, Maturing April 2, 2014		6,968,784
United Biscuits
GBP	2,000	Term Loan, 3.07%, Maturing December 15, 2014		3,125,921
GBP	1,500	Term Loan - Second Lien, 5.04%, Maturing June 15, 2016		2,301,377


			$	157,895,158




Food Service — 3.7%

AFC Enterprises, Inc.
	1,209	Term Loan, 7.00%, Maturing May 11, 2013	$	1,213,827
Aramark Corp.
	963	Term Loan, 2.16%, Maturing January 26, 2014		885,500
	26,179	Term Loan, 2.16%, Maturing January 27, 2014		25,519,361
	3,028	Term Loan, 2.28%, Maturing January 27, 2014		2,951,629
	4,018	Term Loan, 3.36%, Maturing July 26, 2016		3,995,837
	40,872	Term Loan, 3.54%, Maturing July 26, 2016		40,642,499
Buffets, Inc.
	9,160	Term Loan, 12.00%, Maturing April 21, 2015⁽²⁾		8,598,957
	1,140	Term Loan, 7.39%, Maturing April 22, 2015⁽²⁾		884,806
Burger King Corp.
	44,575	Term Loan, 6.25%, Maturing October 19, 2016		45,037,466
EUR	3,000	Term Loan, Maturing October 19, 2016⁽⁶⁾		4,214,545
CBRL Group, Inc.
	366	Term Loan, 1.96%, Maturing April 29, 2013		362,494
	3,599	Term Loan, 1.96%, Maturing April 29, 2013		3,566,121
	221	Term Loan, 2.96%, Maturing April 27, 2016		219,402
	2,299	Term Loan, 2.96%, Maturing April 27, 2016		2,280,551

See notes to financial statements

Floating Rate Portfolio as of October 31, 2010

PORTFOLIO OF INVESTMENTS CONT’D


Principal
Amount*
(000’s omitted)		Borrower/Tranche Description	Value


Food Service (continued)


Denny’s, Inc.
	10,875	Term Loan, 6.50%, Maturing September 20, 2016	$	10,908,984
DineEquity, Inc.
	21,000	Term Loan, 6.00%, Maturing October 19, 2017		21,245,007
JRD Holdings, Inc.
	3,459	Term Loan, 2.51%, Maturing July 2, 2014		3,372,375
OSI Restaurant Partners, LLC
	2,157	Term Loan, 3.90%, Maturing June 14, 2013		2,032,055
	23,340	Term Loan, 2.63%, Maturing June 14, 2014		21,988,613
QCE Finance, LLC
	9,586	Term Loan, 5.06%, Maturing May 5, 2013		8,300,643
Sagittarius Restaurants, LLC
	10,253	Term Loan, 7.50%, Maturing May 18, 2015		10,259,377
Selecta
CHF	18,405	Term Loan, 2.45%, Maturing July 2, 2015		16,115,900
SSP Financing, Ltd.
	5,115	Term Loan, 1.29%, Maturing December 17, 2016		3,961,259
Wendy’s/Arby’s Restaurants, LLC
	3,416	Term Loan, 5.00%, Maturing May 24, 2017		3,439,570


			$	241,996,778




Food / Drug Retailers — 2.7%

General Nutrition Centers, Inc.
	38,213	Term Loan, 2.53%, Maturing September 16, 2013	$	37,352,857
NBTY, Inc.
	29,750	Term Loan, 6.25%, Maturing October 2, 2017		30,177,537
Pantry, Inc. (The)
	61	Term Loan, 2.01%, Maturing May 15, 2014		58,647
	6,638	Term Loan, 2.01%, Maturing May 15, 2014		6,372,344
Rite Aid Corp.
	43,718	Term Loan, 2.01%, Maturing June 4, 2014		39,462,906
	13,811	Term Loan, 6.00%, Maturing June 4, 2014		13,715,903
Roundy’s Supermarkets, Inc.
	40,323	Term Loan, 7.00%, Maturing November 3, 2013		40,499,550
	2,500	Term Loan - Second Lien, 10.00%, Maturing April 18, 2016		2,554,688
Supervalu, Inc.
	2,897	Term Loan, 1.54%, Maturing June 1, 2012		2,824,610
	849	Term Loan, 3.04%, Maturing October 5, 2015		827,547


			$	173,846,589




Forest Products — 0.9%

Georgia-Pacific Corp.
	5,421	Term Loan, 2.29%, Maturing December 20, 2012	$	5,422,335
	39,849	Term Loan, 2.29%, Maturing December 21, 2012		39,855,782
	10,414	Term Loan, 3.54%, Maturing December 23, 2014		10,450,890


			$	55,729,007




Health Care — 11.3%

1-800-Contacts, Inc.
	7,940	Term Loan, 7.70%, Maturing March 4, 2015	$	7,900,238
Alliance Healthcare Services
	11,837	Term Loan, 5.50%, Maturing June 1, 2016		11,759,307
American Medical Systems
	257	Term Loan, 2.56%, Maturing July 20, 2012		250,191
AMR Holdco, Inc.
	4,938	Term Loan, 3.26%, Maturing April 8, 2015		4,943,672
Ardent Medical Services, Inc.
	7,587	Term Loan, 6.50%, Maturing September 15, 2015		7,539,457
Aveta Holdings LLC
	4,283	Term Loan, 8.00%, Maturing April 14, 2015		4,189,432
	4,283	Term Loan, 8.00%, Maturing April 14, 2015		4,189,432
Biomet, Inc.
	45,864	Term Loan, 3.28%, Maturing March 25, 2015		45,284,672
EUR	2,885	Term Loan, 3.81%, Maturing March 25, 2015		3,912,520
Cardinal Health 409, Inc.
	15,401	Term Loan, 2.51%, Maturing April 10, 2014		14,473,427
Carestream Health, Inc.
	16,389	Term Loan, 2.26%, Maturing April 30, 2013		16,053,239
Carl Zeiss Vision Holding GmbH
EUR	7,534	Term Loan, 2.24%, Maturing October 24, 2014		9,201,244
EUR	837	Term Loan, 4.00%, Maturing September 30, 2019		854,880
CDRL MS, Inc.
	5,000	Term Loan, 6.75%, Maturing September 29, 2016		5,040,625
Community Health Systems, Inc.
	3,120	Term Loan, 2.55%, Maturing July 25, 2014		3,065,516
	80,441	Term Loan, 2.55%, Maturing July 25, 2014		79,033,628
Concentra, Inc.
	6,607	Term Loan, 2.54%, Maturing June 25, 2014		6,425,756
Convatec Cidron
EUR	1,998	Term Loan, 4.12%, Maturing August 1, 2015		2,696,745
CRC Health Corp.
	1,838	Term Loan, 2.54%, Maturing February 6, 2013		1,755,430
	3,705	Term Loan, 2.54%, Maturing February 6, 2013		3,538,218
Dako EQT Project Delphi
EUR	3,099	Term Loan, 3.00%, Maturing May 31, 2016		3,708,784
	1,568	Term Loan, 2.42%, Maturing June 12, 2016		1,348,739
DaVita, Inc.
	23,525	Term Loan, 4.50%, Maturing October 20, 2016		23,747,993

See notes to financial statements

Floating Rate Portfolio as of October 31, 2010

PORTFOLIO OF INVESTMENTS CONT’D


Principal
Amount*
(000’s omitted)		Borrower/Tranche Description	Value


Health Care (continued)


DJO Finance, LLC
	16,385	Term Loan, 3.26%, Maturing May 20, 2014	$	15,983,955
Emdeon Business Services, LLC
	9,000	Term Loan, 4.50%, Maturing November 18, 2013		9,035,622
Fenwal, Inc.
	505	Term Loan, 2.55%, Maturing February 28, 2014		441,372
	2,945	Term Loan, 2.55%, Maturing February 28, 2014		2,574,854
Fresenius Medical Care Holdings
	7,797	Term Loan, 1.66%, Maturing March 31, 2013		7,710,652
Fresenius SE
	361	Term Loan, 4.50%, Maturing September 10, 2014		364,506
	633	Term Loan, 4.50%, Maturing September 10, 2014		638,112
Grifols SA
	24,600	Term Loan, Maturing October 15, 2016⁽⁶⁾		24,892,125
Hanger Orthopedic Group, Inc.
	3,268	Term Loan, 2.26%, Maturing May 28, 2013		3,256,540
Harvard Drug Group, LLC
	354	Term Loan, 6.50%, Maturing April 8, 2016		335,009
	2,571	Term Loan, 6.50%, Maturing April 8, 2016		2,436,429
HCA, Inc.
	26,850	Term Loan, 2.54%, Maturing November 18, 2013		26,307,322
	45,769	Term Loan, 3.54%, Maturing March 31, 2017		44,980,699
Health Management Association, Inc.
	45,085	Term Loan, 2.04%, Maturing February 28, 2014		44,111,335
Iasis Healthcare, LLC
	30	Term Loan, 2.25%, Maturing March 14, 2014		28,993
	109	Term Loan, 2.26%, Maturing March 14, 2014		106,276
	315	Term Loan, 2.26%, Maturing March 14, 2014		307,058
Ikaria Acquisition, Inc.
	3,500	Term Loan, 7.00%, Maturing May 16, 2016		3,358,540
IM U.S. Holdings, LLC
	9,212	Term Loan, 2.27%, Maturing June 26, 2014		8,906,961
IMS Health, Inc.
EUR	1,980	Term Loan, 5.50%, Maturing January 31, 2016		2,764,441
	8,169	Term Loan, 5.25%, Maturing February 26, 2016		8,260,537
inVentiv Health, Inc.
	9,426	Term Loan, 6.50%, Maturing August 4, 2016		9,492,652
Lifepoint Hospitals, Inc.
	15,498	Term Loan, 3.07%, Maturing April 15, 2015		15,509,961
MPT Operating Partnership, L.P.
	7,980	Term Loan, 5.00%, Maturing May 17, 2016		7,980,000
MultiPlan, Inc.
	29,748	Term Loan, 6.50%, Maturing August 26, 2017		29,910,537
Mylan, Inc.
	11,514	Term Loan, 3.56%, Maturing October 2, 2014		11,547,799
National Mentor Holdings, Inc.
	537	Term Loan, 2.15%, Maturing June 29, 2013		498,835
	8,686	Term Loan, 2.29%, Maturing June 29, 2013		8,066,771
Nyco Holdings
	2,000	Term Loan, 3.85%, Maturing December 29, 2013		1,886,388
	9,025	Term Loan, 4.01%, Maturing December 29, 2014		8,408,237
EUR	8,891	Term Loan, 4.60%, Maturing December 29, 2014		11,647,984
EUR	8,889	Term Loan, 5.35%, Maturing December 29, 2015		11,644,823
	9,022	Term Loan - Second Lien, 4.76%, Maturing December 29, 2015		8,405,681
Prime Healthcare Services, Inc.
	17,039	Term Loan, 7.25%, Maturing April 22, 2015		16,357,800
Psychiatric Solutions, Inc.
	770	Term Loan, 2.03%, Maturing July 2, 2012		767,936
RadNet Management, Inc.
	12,214	Term Loan, 5.75%, Maturing April 1, 2016		12,068,588
ReAble Therapeutics Finance, LLC
	8,780	Term Loan, 2.26%, Maturing November 16, 2013		8,612,168
RehabCare Group, Inc.
	4,583	Term Loan, 6.00%, Maturing November 24, 2015		4,603,824
Select Medical Holdings Corp.
	3,824	Term Loan, 4.09%, Maturing August 22, 2014		3,815,475
	12,402	Term Loan, 4.09%, Maturing August 22, 2014		12,375,320
Skillsoft Corp.
	3,990	Term Loan, 6.50%, Maturing May 26, 2017		4,031,564
Sunrise Medical Holdings, Inc.
EUR	2,476	Term Loan, 8.00%, Maturing May 13, 2014		3,187,418
TZ Merger Sub., Inc. (TriZetto)
	5,000	Term Loan, 6.50%, Maturing August 4, 2015		5,037,500
	4,818	Term Loan, 6.75%, Maturing August 4, 2015		4,822,352
Universal Health Services, Inc.
	20,425	Term Loan, Maturing July 28, 2016⁽⁶⁾		20,658,356
Vanguard Health Holding Co., LLC
	21,745	Term Loan, 5.00%, Maturing January 29, 2016		21,796,729
VWR Funding, Inc.
	22,227	Term Loan, 2.76%, Maturing June 30, 2014		21,421,313


			$	732,270,494




Home Furnishings — 0.7%

Dometic Corp.
	914	Term Loan, 1.04%, Maturing September 5, 2013	$	813,717
	2,057	Term Loan, 1.04%, Maturing September 5, 2013		1,707,434
	1,066	Term Loan, 3.50%, Maturing September 5, 2013⁽²⁾		391,913
Hunter Fan Co.
	3,081	Term Loan, 2.76%, Maturing April 16, 2014		2,707,317

See notes to financial statements

Floating Rate Portfolio as of October 31, 2010

PORTFOLIO OF INVESTMENTS CONT’D


Principal
Amount*
(000’s omitted)		Borrower/Tranche Description	Value


Home Furnishings (continued)


Interline Brands, Inc.
	6,416	Term Loan, 2.01%, Maturing June 23, 2013	$	6,159,468
	1,376	Term Loan, 2.01%, Maturing June 23, 2013		1,320,788
National Bedding Co., LLC
	24,930	Term Loan, 2.38%, Maturing February 28, 2013		24,088,971
	4,500	Term Loan - Second Lien, 5.38%, Maturing February 28, 2014		4,286,250
Oreck Corp.
	797	Term Loan - Second Lien, 3.79%, Maturing March 19, 2016⁽⁷⁾		637,976
Sanitec Europe OY
EUR	3,464	Term Loan, 2.50%, Maturing June 24, 2016		3,845,345


			$	45,959,179




Industrial Equipment — 2.4%

Alliance Laundry Systems, LLC
	2,000	Term Loan, 6.25%, Maturing September 23, 2016	$	2,020,626
Baxi Group, Ltd.
EUR	3,254	Revolving Loan, 0.00%, Maturing December 27, 2010⁽³⁾		4,188,730
GBP	440	Term Loan, 3.26%, Maturing December 27, 2010		685,927
EUR	500	Term Loan, 3.53%, Maturing June 13, 2011		668,644
EUR	500	Term Loan, 4.53%, Maturing June 13, 2012		668,644
Brand Energy and Infrastructure Services, Inc.
	15,108	Term Loan, 2.56%, Maturing February 7, 2014		14,295,783
Bucyrus International, Inc.
	10,583	Term Loan, 4.50%, Maturing February 19, 2016		10,709,714
EPD Holdings, (Goodyear Engineering Products)
	2,587	Term Loan, 2.76%, Maturing July 31, 2014		2,251,359
	14,547	Term Loan, 2.76%, Maturing July 31, 2014		12,659,145
	2,000	Term Loan - Second Lien, 6.01%, Maturing July 13, 2015		1,578,750
Generac Acquisition Corp.
	11,802	Term Loan, 2.79%, Maturing November 11, 2013		11,167,328
Gleason Corp.
	3,459	Term Loan, 2.07%, Maturing June 30, 2013		3,406,911
Itron, Inc.
	551	Term Loan, 3.76%, Maturing April 18, 2014		554,133
Jason, Inc.
	302	Term Loan, 8.25%, Maturing September 21, 2014		297,293
	773	Term Loan, 8.25%, Maturing September 21, 2014		759,156
John Maneely Co.
	28,487	Term Loan, 3.54%, Maturing December 9, 2013		27,893,812
KION Group GmbH
	8,872	Term Loan, 4.01%, Maturing December 23, 2014⁽²⁾		7,151,182
EUR	527	Term Loan, 4.60%, Maturing December 23, 2014⁽²⁾		604,004
	8,872	Term Loan, 4.26%, Maturing December 23, 2015⁽²⁾		7,151,182
EUR	488	Term Loan, 4.85%, Maturing December 29, 2015⁽²⁾		558,627
Pinafore, LLC
	20,225	Term Loan, 6.75%, Maturing September 29, 2016		20,488,876
Polypore, Inc.
	2,000	Revolving Loan, 0.65%, Maturing July 3, 2013⁽³⁾		1,820,000
	22,621	Term Loan, 2.26%, Maturing July 3, 2014		22,154,600
EUR	1,078	Term Loan, 2.80%, Maturing July 3, 2014		1,418,202
Sequa Corp.
	1,989	Term Loan, 3.54%, Maturing December 3, 2014		1,886,893


			$	157,039,521




Insurance — 1.8%

Alliant Holdings I, Inc.
	22,892	Term Loan, 3.29%, Maturing August 21, 2014	$	22,262,578
AmWINS Group, Inc.
	6,428	Term Loan, 2.80%, Maturing June 8, 2013		5,998,060
Applied Systems, Inc.
	13,108	Term Loan, 2.76%, Maturing September 26, 2013		12,397,550
CCC Information Services Group, Inc.
	7,227	Term Loan, 2.51%, Maturing February 10, 2013		7,058,117
Conseco, Inc.
	22,278	Term Loan, 7.50%, Maturing October 10, 2013		22,006,548
Crump Group, Inc.
	3,000	Term Loan, 3.26%, Maturing August 1, 2014		2,823,559
HUB International Holdings, Inc.
	2,788	Term Loan, 2.79%, Maturing June 13, 2014		2,674,877
	16,733	Term Loan, 2.79%, Maturing June 13, 2014		16,052,732
	3,490	Term Loan, 6.75%, Maturing June 13, 2014		3,463,577
U.S.I. Holdings Corp.
	18,500	Term Loan, 2.76%, Maturing May 5, 2014		17,359,236
	1,980	Term Loan, 7.00%, Maturing May 5, 2014		1,943,370


			$	114,040,204




Leisure Goods / Activities / Movies — 3.7%

24 Hour Fitness Worldwide, Inc.
	3,990	Term Loan, 6.75%, Maturing April 22, 2016	$	3,819,180
AMC Entertainment, Inc.
	20,157	Term Loan, 1.76%, Maturing January 28, 2013		19,888,692
AMF Bowling Worldwide, Inc.
	2,785	Term Loan, 2.76%, Maturing June 8, 2013		2,459,839
Bombardier Recreational Products
	23,998	Term Loan, 3.39%, Maturing June 28, 2013		21,567,762
Carmike Cinemas, Inc.
	15,351	Term Loan, 5.50%, Maturing January 27, 2016		15,439,663

See notes to financial statements

Floating Rate Portfolio as of October 31, 2010

PORTFOLIO OF INVESTMENTS CONT’D


Principal
Amount*
(000’s omitted)		Borrower/Tranche Description	Value


Leisure Goods / Activities / Movies (continued)


Cedar Fair, L.P.
	14,963	Term Loan, 5.50%, Maturing December 15, 2016	$	15,178,873
CFV I, LLC/Hicks Sports Group
	438	Term Loan, 11.77%, Maturing December 1, 2010⁽²⁾⁽³⁾		454,404
Cinemark, Inc.
	28,842	Term Loan, 3.55%, Maturing April 29, 2016		28,950,511
Deluxe Entertainment Services Group, Inc.
	271	Term Loan, 6.25%, Maturing May 11, 2013		258,287
	4,477	Term Loan, 6.25%, Maturing May 11, 2013		4,260,498
Fender Musical Instruments Corp.
	3,949	Term Loan, 2.54%, Maturing June 9, 2014		3,416,034
	1,133	Term Loan, 2.55%, Maturing June 9, 2014		979,706
Metro-Goldwyn-Mayer Holdings, Inc.
	22,904	Term Loan, 0.00%, Maturing April 9, 2012⁽⁴⁾		10,726,733
National CineMedia, LLC
	12,250	Term Loan, 2.05%, Maturing February 13, 2015		11,905,469
Odeon
GBP	624	Term Loan, 3.99%, Maturing April 2, 2015		955,845
GBP	624	Term Loan, 4.86%, Maturing April 2, 2016		955,845
Regal Cinemas Corp.
	23,428	Term Loan, 3.79%, Maturing November 21, 2016		23,526,125
Revolution Studios Distribution Co., LLC
	5,511	Term Loan, 4.01%, Maturing December 21, 2014		4,353,332
Six Flags Theme Parks, Inc.
	19,594	Term Loan, 6.00%, Maturing June 30, 2016		19,703,622
Sram, LLC
	5,517	Term loan, 5.01%, Maturing April 30, 2015		5,531,034
SW Acquisition Co., Inc.
	14,044	Term Loan, 5.75%, Maturing June 1, 2016		14,164,568
Universal City Development Partners, Ltd.
	17,562	Term Loan, 5.50%, Maturing November 6, 2014		17,730,255
Zuffa, LLC
	4,000	Revolving Loan, 1.34%, Maturing June 19, 2012⁽³⁾		3,876,400
	10,978	Term Loan, 2.31%, Maturing June 19, 2015		10,473,215


			$	240,575,892




Lodging and Casinos — 3.1%

Ameristar Casinos, Inc.
	1,800	Term Loan, 3.54%, Maturing November 10, 2012	$	1,800,068
Choctaw Resort Development Enterprise
	2,261	Term Loan, 7.25%, Maturing November 4, 2011		2,241,137
Full Moon Holdco 3, Ltd.
GBP	1,500	Term Loan, 4.52%, Maturing November 20, 2014		2,168,180
GBP	1,500	Term Loan, 5.02%, Maturing November 20, 2015		2,168,180
Gala Electric Casinos, Ltd.
EUR	317	Revolving Loan, 5.14%, Maturing September 28, 2012		434,331
GBP	667	Revolving Loan, 4.57%, Maturing October 26, 2012		1,050,621
GBP	10,750	Term Loan, 4.90%, Maturing December 12, 2014		16,271,680
GBP	10,750	Term Loan, 5.40%, Maturing December 12, 2014		16,271,787
GBP	1,178	Term Loan - Second Lien, 7.40%, Maturing April 7, 2015		1,732,790
Gateway Casinos & Entertainment
	3,605	Term Loan, 10.50%, Maturing September 16, 2014		3,614,195
Harrah’s Operating Co.
	7,051	Term Loan, 3.29%, Maturing January 28, 2015		6,242,817
	12,000	Term Loan, 3.29%, Maturing January 28, 2015		10,606,500
	16,365	Term Loan, 3.29%, Maturing January 28, 2015		14,454,641
	9,925	Term Loan, 9.50%, Maturing October 31, 2016		10,348,192
Herbst Gaming, Inc.
	2,455	Term Loan, 0.00%, Maturing January 2, 2014⁽⁴⁾		1,388,230
	6,176	Term Loan, 0.00%, Maturing January 2, 2014⁽⁴⁾		3,491,753
Isle of Capri Casinos, Inc.
	5,605	Term Loan, 5.00%, Maturing November 25, 2013		5,499,215
	9,167	Term Loan, 5.00%, Maturing November 25, 2013		8,993,642
	22,308	Term Loan, 5.00%, Maturing November 25, 2013		21,885,515
Las Vegas Sands, LLC
	4,942	Term Loan, 3.03%, Maturing November 23, 2016		4,627,170
	9,680	Term Loan, 3.03%, Maturing November 23, 2016		9,069,835
LodgeNet Entertainment Corp.
	9,151	Term Loan, 2.29%, Maturing April 4, 2014		8,708,347
Penn National Gaming, Inc.
	29,483	Term Loan, 2.03%, Maturing October 3, 2012		29,328,690
Scandic Hotels
EUR	1,725	Term Loan, 3.11%, Maturing April 25, 2015		1,962,208
EUR	1,725	Term Loan, 3.49%, Maturing June 30, 2016		1,962,208
Venetian Casino Resort/Las Vegas Sands, Inc.
	851	Term Loan, Maturing May 23, 2014⁽⁶⁾		810,173
	4,149	Term Loan, Maturing May 23, 2014⁽⁶⁾		3,949,202
VML US Finance, LLC
	2,756	Term Loan, 4.78%, Maturing May 25, 2012		2,757,469
	9,119	Term Loan, 4.78%, Maturing May 27, 2013		9,121,395


			$	202,960,171




Nonferrous Metals / Minerals — 0.8%

Euramax International, Inc.
GBP	473	Term Loan, 10.00%, Maturing June 29, 2013	$	717,642
	744	Term Loan, 10.00%, Maturing June 29, 2013		703,128
GBP	451	Term Loan, 14.00%, Maturing June 29, 2013⁽²⁾		685,275
	705	Term Loan, 14.00%, Maturing June 29, 2013⁽²⁾		666,220
Fairmount Minerals, Ltd.
	8,850	Term Loan, 6.25%, Maturing August 5, 2016		8,964,315

See notes to financial statements

Floating Rate Portfolio as of October 31, 2010

PORTFOLIO OF INVESTMENTS CONT’D


Principal
Amount*
(000’s omitted)		Borrower/Tranche Description	Value


Nonferrous Metals / Minerals (continued)


Noranda Aluminum Acquisition
	10,464	Term Loan, 2.05%, Maturing May 18, 2014	$	10,202,508
Novelis, Inc.
	3,422	Term Loan, 2.26%, Maturing July 6, 2014		3,367,190
	8,275	Term Loan, 2.26%, Maturing July 7, 2014		8,142,736
Oxbow Carbon and Mineral Holdings
	16,758	Term Loan, 2.29%, Maturing May 8, 2014		16,244,871
Tube City IMS Corp.
	1,147	Term Loan, 2.51%, Maturing January 25, 2014		1,056,424
	144	Term Loan, 2.78%, Maturing January 25, 2014		132,696


			$	50,883,005




Oil and Gas — 2.3%

Big West Oil, LLC
	4,822	Term Loan, 12.00%, Maturing July 23, 2015	$	4,909,625
CITGO Petroleum Corp.
	7,036	Term Loan, 8.00%, Maturing June 24, 2015		7,176,096
	23,205	Term Loan, 9.00%, Maturing June 15, 2017		23,887,006
Crestwood Holdings, LLC
	4,175	Term Loan, 10.50%, Maturing September 30, 2016		4,232,406
Dresser, Inc.
	21,860	Term Loan, 2.61%, Maturing May 4, 2014		21,791,444
	5,000	Term Loan - Second Lien, 6.11%, Maturing May 4, 2015		5,000,000
Dynegy Holdings, Inc.
	2,616	Term Loan, 4.01%, Maturing April 2, 2013		2,588,143
	45,710	Term Loan, 4.01%, Maturing April 2, 2013		45,223,941
Enterprise GP Holdings, L.P.
	2,352	Term Loan, 2.51%, Maturing November 10, 2014		2,347,590
Hercules Offshore, Inc.
	2,780	Term Loan, 6.00%, Maturing July 11, 2013		2,594,517
IFM (US) Colonial Pipeline 2, LLC
	871	Term Loan, 2.31%, Maturing February 27, 2012		867,284
Precision Drilling Corp.
	3,403	Term Loan, 4.26%, Maturing December 23, 2013		3,382,065
	7,491	Term Loan, 7.25%, Maturing September 30, 2014		7,596,561
SemGroup Corp.
	7,464	Term Loan, 1.58%, Maturing November 30, 2012		7,523,724
Sheridan Production Partners I, LLC
	780	Term Loan, 7.50%, Maturing April 20, 2017		780,964
	1,276	Term Loan, 7.50%, Maturing April 20, 2017		1,278,579
	9,631	Term Loan, 7.50%, Maturing April 20, 2017		9,649,057


			$	150,829,002



Publishing — 3.8%

American Media Operations, Inc.
	17,425	Term Loan, 10.00%, Maturing January 30, 2013⁽²⁾	$	17,229,402
Aster Zweite Beteiligungs GmbH
	597	Term Loan, 2.71%, Maturing September 27, 2013		558,023
	7,825	Term Loan, 2.71%, Maturing September 27, 2013		7,311,484
	639	Term Loan, 2.71%, Maturing September 27, 2014		596,647
EUR	708	Term Loan, 3.39%, Maturing December 31, 2014		939,661
EUR	792	Term Loan, 3.39%, Maturing December 31, 2014		1,049,744
Black Press US Partnership
	1,110	Term Loan, 2.30%, Maturing August 2, 2013		993,893
	1,829	Term Loan, 2.30%, Maturing August 2, 2013		1,637,000
GateHouse Media Operating, Inc.
	4,906	Term Loan, 2.26%, Maturing August 28, 2014		1,812,658
	15,631	Term Loan, 2.26%, Maturing August 28, 2014		5,775,660
	9,330	Term Loan, 2.51%, Maturing August 28, 2014		3,447,559
Getty Images, Inc.
	8,834	Term Loan, 6.25%, Maturing July 2, 2015		8,857,982
Hanley-Wood, LLC
	7,294	Term Loan, 2.62%, Maturing March 8, 2014		3,329,597
Lamar Media Corp.
	6,501	Term Loan, 4.25%, Maturing December 30, 2016		6,548,704
Laureate Education, Inc.
	2,881	Term Loan, 3.54%, Maturing August 17, 2014		2,706,328
	19,242	Term Loan, 3.54%, Maturing August 17, 2014		18,075,503
	2,970	Term Loan, 7.00%, Maturing August 31, 2014		2,949,952
MediaNews Group, Inc.
	2,188	Term Loan, 8.50%, Maturing March 19, 2014		2,076,876
Merrill Communications, LLC
	9,854	Term Loan, 8.50%, Maturing December 24, 2012		9,533,977
Nelson Education, Ltd.
	284	Term Loan, 2.79%, Maturing July 5, 2014		253,893
Newspaper Holdings, Inc.
	18,203	Term Loan, 1.81%, Maturing July 24, 2014		10,922,068
Nielsen Finance, LLC
	39,844	Term Loan, 2.26%, Maturing August 9, 2013		39,055,877
	5,402	Term Loan, 4.01%, Maturing May 2, 2016		5,326,451
	6,830	Term Loan, 4.01%, Maturing May 2, 2016		6,767,001
SGS International, Inc.
	1,943	Term Loan, 3.78%, Maturing December 30, 2011		1,933,568
	962	Term Loan, 3.78%, Maturing December 30, 2011		956,704
Source Interlink Companies, Inc.
	1,779	Term Loan, 10.75%, Maturing June 18, 2012		1,769,960
	4,063	Term Loan, 10.75%, Maturing June 18, 2013		3,880,548
	1,387	Term Loan, 15.00%, Maturing March 18, 2014⁽²⁾		873,557
Source Media, Inc.
	9,714	Term Loan, 7.00%, Maturing November 8, 2011		9,300,950

See notes to financial statements

Floating Rate Portfolio as of October 31, 2010

PORTFOLIO OF INVESTMENTS CONT’D


Principal
Amount*
(000’s omitted)		Borrower/Tranche Description	Value


Publishing (continued)


Springer Science+Business Media S.A.
EUR	6,265	Term Loan, 6.75%, Maturing June 30, 2015	$	8,745,488
	9,000	Term Loan, 6.75%, Maturing June 17, 2016		9,033,750
Star Tribune Co. (The)
	1,262	Term Loan, 8.00%, Maturing September 28, 2014		1,142,314
	841	Term Loan, 8.00%, Maturing September 29, 2014		761,543
TL Acquisitions, Inc.
	8,294	Term Loan, 2.54%, Maturing July 3, 2014		7,593,400
Trader Media Corp.
GBP	11,879	Term Loan, 2.57%, Maturing March 23, 2015		18,320,196
Tribune Co.
	4,791	Term Loan, 0.00%, Maturing June 7, 2011⁽⁴⁾		3,138,011
Xsys, Inc.
	7,834	Term Loan, 2.71%, Maturing September 27, 2013		7,319,521
EUR	2,750	Term Loan, 3.39%, Maturing September 27, 2013		3,647,242
	8,001	Term Loan, 2.71%, Maturing September 27, 2014		7,476,327
EUR	2,690	Term Loan, 3.39%, Maturing September 27, 2014		3,567,313
EUR	1,000	Term Loan - Second Lien, 5.39%, Maturing September 27, 2015		1,302,492


			$	248,518,824




Radio and Television — 2.4%

Block Communications, Inc.
	9,339	Term Loan, 2.29%, Maturing December 22, 2011	$	8,872,322
CMP Susquehanna Corp.
	3,815	Revolving Loan, 1.58%, Maturing May 5, 2012⁽³⁾		3,299,762
	8,849	Term Loan, 2.31%, Maturing May 5, 2013		7,935,745
Cumulus Media, Inc.
	12,833	Term Loan, 4.01%, Maturing June 11, 2014		11,754,887
Entercom Communications Corp.
	3,000	Revolving Loan, 1.49%, Maturing June 30, 2012⁽³⁾		2,775,000
	3,000	Term Loan, Maturing June 30, 2012⁽⁶⁾		2,912,499
Gray Television, Inc.
	2,712	Term Loan, 3.76%, Maturing December 31, 2014		2,636,118
HIT Entertainment, Inc.
	1,438	Term Loan, 5.68%, Maturing June 1, 2012		1,401,025
Live Nation Worldwide, Inc.
	19,596	Term Loan, 4.50%, Maturing November 7, 2016		19,547,252
Local TV Finance, LLC
	2,932	Term Loan, 2.29%, Maturing May 7, 2013		2,746,704
Mission Broadcasting, Inc.
	3,803	Term Loan, 5.00%, Maturing September 30, 2016		3,802,719
NEP II, Inc.
	2,378	Term Loan, 2.30%, Maturing February 16, 2014		2,282,656
New Young Broadcasting Holding Co., Inc.
	2,053	Term Loan, 8.00%, Maturing June 30, 2015		2,061,870
Nexstar Broadcasting, Inc.
	5,948	Term Loan, 5.01%, Maturing September 30, 2016		5,947,843
Raycom TV Broadcasting, LLC
	9,083	Term Loan, 1.81%, Maturing June 25, 2014		8,446,916
Spanish Broadcasting System, Inc.
	6,277	Term Loan, 2.04%, Maturing June 11, 2012		6,030,980
Tyrol Acquisition 2 SAS
EUR	6,300	Term Loan, 2.85%, Maturing January 30, 2015		7,542,763
EUR	6,300	Term Loan, 3.10%, Maturing January 29, 2016		7,542,763
Univision Communications, Inc.
	21,078	Term Loan, 2.51%, Maturing September 29, 2014		19,956,496
	21,078	Term Loan, 4.51%, Maturing March 31, 2017		19,916,722
Weather Channel
	7,551	Term Loan, 5.00%, Maturing September 14, 2015		7,595,218


			$	155,008,260




Rail Industries — 0.1%

Kansas City Southern Railway Co.
	7,754	Term Loan, 2.05%, Maturing April 26, 2013	$	7,584,727
	1,935	Term Loan, 1.78%, Maturing April 28, 2013		1,884,206


			$	9,468,933




Retailers (Except Food and Drug) — 2.9%

American Achievement Corp.
	1,349	Term Loan, 6.26%, Maturing March 25, 2011	$	1,342,462
Amscan Holdings, Inc.
	4,073	Term Loan, 2.54%, Maturing May 25, 2013		3,933,652
Dollar General Corp.
	10,000	Term Loan, 3.01%, Maturing July 7, 2014		9,884,690
	2,500	Term Loan, 3.02%, Maturing July 7, 2014		2,476,215
Educate, Inc.
	2,687	Term Loan - Second Lien, 8.51%, Maturing June 16, 2014		2,619,411
Harbor Freight Tools USA, Inc.
	16,823	Term Loan, 5.02%, Maturing February 24, 2016		16,836,317
KKR My Best Friend UK Holdco.
GBP	2,000	Term Loan, 5.57%, Maturing January 24, 2017		3,199,552
Mapco Express, Inc.
	2,802	Term Loan, 6.50%, Maturing April 28, 2011		2,745,554
Matalan Group, Ltd.
GBP	7,198	Term Loan, 5.57%, Maturing March 24, 2016		11,534,026
Michaels Stores, Inc.
	15,500	Term Loan, 2.63%, Maturing October 31, 2013		15,060,187
	5,000	Term Loan, Maturing July 31, 2016⁽⁶⁾		4,966,665

See notes to financial statements

Floating Rate Portfolio as of October 31, 2010

PORTFOLIO OF INVESTMENTS CONT’D


Principal
Amount*
(000’s omitted)		Borrower/Tranche Description	Value


Retailers (Except Food and Drug) (continued)


Neiman Marcus Group, Inc.
	27,678	Term Loan, 2.29%, Maturing April 5, 2013	$	27,045,472
Orbitz Worldwide, Inc.
	15,796	Term Loan, 3.28%, Maturing July 25, 2014		15,388,070
Oriental Trading Co., Inc.
	2,000	Term Loan - Second Lien, 0.00%, Maturing January 31, 2014⁽⁴⁾		67,500
Pep Boys-Manny, Moe, & Jack (The)
	2,351	Term Loan, 2.30%, Maturing October 28, 2013		2,271,229
Pilot Travel Centers, LLC
	6,039	Term Loan, 5.25%, Maturing June 30, 2016		6,129,595
Rent-A-Center, Inc.
	273	Term Loan, 2.02%, Maturing June 30, 2012		272,697
	7,255	Term Loan, 3.30%, Maturing March 31, 2015		7,273,052
Rover Acquisition Corp.
	6,884	Term Loan, 2.53%, Maturing October 25, 2013		6,753,824
Savers, Inc.
	7,736	Term Loan, 5.75%, Maturing March 11, 2016		7,765,135
Visant Corp.
	7,975	Term Loan, 7.00%, Maturing December 22, 2016		8,053,091
Vivarte
EUR	89	Term Loan, 2.74%, Maturing March 9, 2015		105,257
EUR	348	Term Loan, 2.74%, Maturing March 9, 2015		409,333
EUR	8,179	Term Loan, 2.74%, Maturing March 9, 2015		9,631,382
EUR	8,179	Term Loan, 3.24%, Maturing March 8, 2016		9,631,382
EUR	89	Term Loan, 3.24%, Maturing May 29, 2016		105,257
EUR	348	Term Loan, 3.24%, Maturing May 29, 2016		409,333
EUR	13	Term Loan - Second Lien, 4.24%, Maturing September 8, 2016		14,720
EUR	88	Term Loan - Second Lien, 4.24%, Maturing September 8, 2016		90,484
EUR	900	Term Loan - Second Lien, 4.24%, Maturing September 8, 2016		930,697
Yankee Candle Company, Inc. (The)
	15,229	Term Loan, 2.26%, Maturing February 6, 2014		14,784,670


			$	191,730,911




Surface Transport — 0.2%

CEVA Group PLC U.S.
	2,042	Term Loan, 3.26%, Maturing November 4, 2013	$	1,834,436
Swift Transportation Co., Inc.
	6,000	Term Loan, 8.25%, Maturing May 6, 2012		5,711,250
	6,979	Term Loan, 8.25%, Maturing May 9, 2014		6,874,584


			$	14,420,270





Telecommunications — 3.5%

Alaska Communications Systems Holdings, Inc.
	14,225	Term Loan, 6.25%, Maturing October 15, 2016	$	14,316,865
Asurion Corp.
	24,414	Term Loan, 3.28%, Maturing July 3, 2014		22,845,128
	10,750	Term Loan, Maturing March 31, 2015⁽⁶⁾		10,571,958
	3,750	Term Loan - Second Lien, 6.76%, Maturing July 3, 2015		3,508,594
BCM Luxembourg, Ltd.
EUR	4,951	Term Loan, 2.72%, Maturing September 30, 2014		5,803,146
EUR	4,951	Term Loan, 2.97%, Maturing September 30, 2015		5,803,685
EUR	1,000	Term Loan - Second Lien, 5.10%, Maturing March 31, 2016		1,064,411
Cellular South, Inc.
	6,713	Term Loan, 2.05%, Maturing May 29, 2014		6,545,398
	2,944	Term Loan, 2.06%, Maturing May 29, 2014		2,870,385
CommScope, Inc.
	6,095	Term Loan, 2.79%, Maturing December 26, 2014		6,097,710
Intelsat Corp.
	2,193	Term Loan, 2.79%, Maturing January 3, 2014		2,141,164
	2,193	Term Loan, 2.79%, Maturing January 3, 2014		2,141,164
	2,194	Term Loan, 2.79%, Maturing January 3, 2014		2,141,765
	21,412	Term Loan, 2.79%, Maturing January 3, 2014		20,905,332
	21,412	Term Loan, 2.79%, Maturing January 3, 2014		20,905,332
	21,418	Term Loan, 2.79%, Maturing January 3, 2014		20,911,032
Intelsat Subsidiary Holding Co.
	7,500	Term Loan, 2.79%, Maturing July 3, 2013		7,319,386
IPC Systems, Inc.
	4,484	Term Loan, 2.53%, Maturing May 31, 2014		4,043,511
GBP	338	Term Loan, 2.99%, Maturing May 31, 2014		479,747
MacQuarie UK Broadcast Ventures, Ltd.
GBP	6,867	Term Loan, 2.57%, Maturing December 1, 2014		9,281,455
Metro PCS
	2,627	Term Loan, Maturing November 4, 2013⁽⁶⁾		2,603,424
NTelos, Inc.
	7,686	Term Loan, 5.75%, Maturing August 7, 2015		7,733,651
Telesat Canada, Inc.
	3,221	Term Loan, 3.26%, Maturing October 31, 2014		3,169,582
	37,503	Term Loan, 3.26%, Maturing October 31, 2014		36,900,706
TowerCo Finance, LLC
	2,456	Term Loan, 6.00%, Maturing November 24, 2014		2,485,097
Windstream Corp.
	4,246	Term Loan, 3.04%, Maturing December 17, 2015		4,261,200


			$	226,850,828

See notes to financial statements

Floating Rate Portfolio as of October 31, 2010

PORTFOLIO OF INVESTMENTS CONT’D


Principal
Amount*
(000’s omitted)		Borrower/Tranche Description	Value



Utilities — 1.9%

AEI Finance Holding, LLC
	2,325	Revolving Loan, 3.29%, Maturing March 30, 2012	$	2,258,421
	20,329	Term Loan, 3.29%, Maturing March 30, 2014		19,747,733
BRSP, LLC
	4,373	Term Loan, 7.50%, Maturing June 4, 2014		4,394,892
Calpine Corp.
	19,682	Term Loan, 3.17%, Maturing March 29, 2014		19,615,362
Covanta Energy Corp.
	781	Term Loan, 1.86%, Maturing February 10, 2014		759,596
	893	Term Loan, 1.93%, Maturing February 10, 2014		868,941
Mirant North America, LLC
	3,051	Term Loan, 2.01%, Maturing January 3, 2013		3,041,859
NRG Energy, Inc.
	3,633	Term Loan, 1.78%, Maturing February 1, 2013		3,561,195
	8	Term Loan, 1.79%, Maturing February 1, 2013		7,793
	13,883	Term Loan, 3.54%, Maturing August 31, 2015		13,896,909
	20,771	Term Loan, 3.54%, Maturing August 31, 2015		20,650,017
TXU Texas Competitive Electric Holdings Co., LLC
	6,416	Term Loan, 3.76%, Maturing October 10, 2014		5,047,776
	10,790	Term Loan, 3.76%, Maturing October 10, 2014		8,495,339
	20,454	Term Loan, 3.92%, Maturing October 10, 2014		16,092,154
Vulcan Energy Corp.
	3,253	Term Loan, 5.50%, Maturing September 29, 2015		3,281,646


			$	121,719,633



Total Senior Floating-Rate Interests
(identified cost $6,153,872,650)			$	6,105,984,048





Corporate Bonds & Notes — 1.6%

Principal
Amount*
(000’s omitted)		Security	Value



Aerospace and Defense — 0.1%

International Lease Finance Corp., Sr. Notes
	2,325	6.50%, 9/1/14⁽⁸⁾	$	2,522,625
	2,325	6.75%, 9/1/16⁽⁸⁾		2,545,875
	2,325	7.125%, 9/1/18⁽⁸⁾		2,569,125


			$	7,637,625



Building and Development — 0.3%

Grohe Holding GmbH, Variable Rate
EUR	13,000	3.86%, 1/15/14⁽⁹⁾	$	17,233,965


			$	17,233,965




Cable and Satellite Television — 0.2%

Virgin Media Finance PLC, Sr. Notes
	14,000	6.50%, 1/15/18	$	15,085,000


			$	15,085,000




Chemicals and Plastics — 0.0%⁽¹⁰⁾

Rhodia SA, Sr. Notes, Variable Rate
EUR	856	3.735%, 10/15/13⁽⁹⁾	$	1,200,421
Wellman Holdings, Inc., Sr. Sub. Notes
	1,104	5.00%, 1/29/19⁽²⁾⁽⁷⁾		0


			$	1,200,421




Ecological Services and Equipment — 0.0%⁽¹⁰⁾

Environmental Systems Product Holdings, Inc., Jr. Notes
	175	18.00%, 3/31/15⁽⁷⁾	$	148,541


			$	148,541




Electronics / Electrical — 0.1%

NXP BV/NXP Funding, LLC, Variable Rate
	6,300	3.039%, 10/15/13	$	6,008,625


			$	6,008,625




Financial Intermediaries — 0.1%

First Data Corp., Sr. Notes
	5,825	8.875%, 8/15/20⁽⁸⁾	$	6,152,656


			$	6,152,656




Health Care — 0.0%⁽¹⁰⁾

Accellent, Inc., Sr. Notes
	3,000	8.375%, 2/1/17⁽⁸⁾	$	3,180,000


			$	3,180,000




Leisure Goods / Activities / Movies — 0.2%

MU Finance PLC, Sr. Notes
	10,000	8.375%, 2/1/17⁽⁸⁾	$	10,025,000


			$	10,025,000

See notes to financial statements

Floating Rate Portfolio as of October 31, 2010

PORTFOLIO OF INVESTMENTS CONT’D


Principal
Amount*
(000’s omitted)		Security	Value



Radio and Television — 0.1%

Entravision Communications, Sr. Notes
	3,000	8.75%, 8/1/17⁽⁸⁾	$	3,228,750


			$	3,228,750




Utilities — 0.5%

Calpine Corp., Sr. Notes
	33,200	7.50%, 2/15/21⁽⁸⁾	$	34,154,500


			$	34,154,500



Total Corporate Bonds & Notes
(identified cost $100,308,359)			$	104,055,083




Asset-Backed Securities — 0.1%

Principal
Amount
(000’s omitted)		Security	Value


$	726	Alzette European CLO SA, Series 2004-1A, Class E2, 7.273%, 12/15/20⁽¹¹⁾	$	473,096
	1,750	Assemblies of God Financial Real Estate, Series 2004-1A, Class A, 2.439%, 6/15/29^(8)(11)		1,748,612
	884	Avalon Capital Ltd. 3, Series 1A, Class D, 2.279%, 2/24/19^(8)(11)		567,680
	1,129	Babson Ltd., Series 2005-1A, Class C1, 2.239%, 4/15/19^(8)(11)		680,377
	1,510	Bryant Park CDO Ltd., Series 2005-1A, Class C, 2.339%, 1/15/19^(2)(8)(11)		769,868
	1,500	Carlyle High Yield Partners, Series 2004-6A, Class C, 2.854%, 8/11/16^(8)(11)		1,059,086
	985	Centurion CDO 8 Ltd., Series 2005-8A, Class D, 5.793%, 3/8/17^(8)(11)		637,927
	2,000	Morgan Stanley Investment Management Croton, Ltd., Series 2005-1A, Class D, 2.239%, 1/15/18^(8)(11)		1,114,368



Total Asset-Backed Securities
(identified cost $10,433,650)			$	7,051,014




Common Stocks — 0.7%

Shares		Security	Value



Automotive — 0.1%

	88,506	Dayco Products, LLC ^(12)(13)	$	3,916,391
	207,032	Hayes Lemmerz International, Inc.^(7)(12)(13)		1,852,936


			$	5,769,327





Building and Development — 0.1%

	24,547	Lafarge Roofing^(7)(12)(13)	$	0
	24,547	Lafarge Roofing^(7)(12)(13)		0
	24,547	Lafarge Roofing^(7)(12)(13)		0
	3,646	United Subcontractors, Inc.^(7)(12)(13)		320,534
	22,273	WCI Communities, Inc.^(12)(13)		1,893,171


			$	2,213,705




Chemicals and Plastics — 0.0%⁽¹⁰⁾

	3,849	Vita Cayman II, Ltd.^(12)(13)	$	1,191,941
	1,022	Wellman Holdings, Inc.^(7)(12)(13)		0


			$	1,191,941




Diversified Manufacturing — 0.0%⁽¹⁰⁾

	381,639	MEGA Brands, Inc.⁽¹³⁾	$	216,317


			$	216,317




Ecological Services and Equipment — 0.0%⁽¹⁰⁾

	2,484	Environmental Systems Products Holdings, Inc.^(7)(13)(14)	$	21,959


			$	21,959




Food Service — 0.0%⁽¹⁰⁾

	193,076	Buffets, Inc.⁽¹³⁾	$	820,573


			$	820,573




Home Furnishings — 0.0%⁽¹⁰⁾

	364	Dometic Corp.^(7)(12)(13)	$	0
	14,217	Oreck Corp.^(7)(12)(13)		1,202,474
	235,015	Sanitec Europe Oy B Units^(12)(13)		981,281
	230,960	Sanitec Europe Oy E Units^(7)(12)(13)		0


			$	2,183,755




Publishing — 0.4%

	28,605	Ion Media Networks, Inc.^(12)(13)	$	11,942,587
	162,730	MediaNews Group, Inc.^(12)(13)		2,929,139
	14,145	Philadelphia Newspaper, LLC^(7)(12)(13)		954,080
	351,929	Reader’s Digest Association, Inc. (The)^(12)(13)		7,337,720
	5,725	Source Interlink Companies, Inc.^(7)(12)(13)		131,217
	30,631	Star Tribune Media Holdings Co.⁽¹³⁾		643,251
	53,719	SuperMedia, Inc.⁽¹³⁾		353,471


			$	24,291,465

See notes to financial statements

Floating Rate Portfolio as of October 31, 2010

PORTFOLIO OF INVESTMENTS CONT’D


Shares		Security	Value



Radio and Television — 0.1%

	3,264	New Young Broadcasting Holding Co., Inc.^(12)(13)	$	7,017,600


			$	7,017,600



Total Common Stocks
(identified cost $33,372,829)			$	43,726,642







Preferred Stocks — 0.0%⁽¹⁰⁾

Shares		Security	Value



Ecological Services and Equipment — 0.0%⁽¹⁰⁾

	1,138	Environmental Systems Products Holdings, Inc., Series A^(7)(13)(14)	$	131,518



Home Furnishings — 0.0%⁽¹⁰⁾

	364	Dometic Corp.^(7)(12)(13)	$	0



Total Preferred Stocks
(identified cost $19,915)			$	131,518





				��

Warrants — 0.0%⁽¹⁰⁾

Shares		Security	Value


	158	New Young Broadcasting Holding Co., Inc. 12/24/24^(12)(13)	$	339,700



Total Warrants
(identified cost $271,529)			$	339,700


Short-Term Investments — 9.6%

Interest/
Principal
Amount
(000’s omitted)		Description	Value


	$623,984	Eaton Vance Cash Reserves Fund, LLC, 0.22%^(15)(16)	$	623,984,478
	1,839	State Street Bank and Trust Euro Time Deposit, 0.01%, 11/1/10		1,839,377



Total Short-Term Investments
(identified cost $625,823,855)			$	625,823,855



Total Investments — 106.0%
(identified cost $6,924,102,787)			$	6,887,111,860




Less Unfunded Loan Commitments — (1.1)%			$	(69,323,912	)



Net Investments — 104.9%
(identified cost $6,854,778,875)			$	6,817,787,948



Other Assets, Less Liabilities — (4.9)%			$	(320,892,221	)



Net Assets — 100.0%			$	6,496,895,727

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

DIP - Debtor in Possession

CHF - Swiss Franc

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 lending 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.

See notes to financial statements

Floating Rate Portfolio as of October 31, 2010

PORTFOLIO OF INVESTMENTS CONT’D


(3)		Unfunded or partially unfunded 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. See Note 1G for description.

(4)		Currently the issuer is in default with respect to interest payments.

(5)		Defaulted matured security.

(6)		This Senior Loan will settle after October 31, 2010, at which time the interest rate will be determined.

(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 pursuant to Rule 144A under the Securities Act of 1933. These securities may be sold in certain transactions (normally to qualified institutional buyers) and remain exempt from registration. At October 31, 2010, the aggregate value of these securities is $70,956,449 or 1.1% of the Portfolio’s net assets.

(9)		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.

(10)		Amount is less than 0.05%.

(11)		Variable rate security. The stated interest rate represents the rate in effect at October 31, 2010.

(12)		Security was acquired in connection with a restructuring of a Senior Loan and may be subject to restrictions on resale.

(13)		Non-income producing security.

(14)		Restricted security (see Note 5).

(15)		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, 2010.

(16)		Net income allocated from the investment in Eaton Vance Cash Reserves Fund, LLC and Cash Management Portfolio, an affiliated investment company, for the year ended October 31, 2010 was $518,417 and $0, respectively.

See notes to financial statements

Floating Rate Portfolio as of October 31, 2010

FINANCIAL STATEMENTS

Statement of Assets and Liabilities


As of October 31, 2010

Assets

Unaffiliated investments, at value (identified cost, $6,230,794,397)	$	6,193,803,470
Affiliated investment, at value (identified cost, $623,984,478)		623,984,478
Foreign currency, at value (identified cost, $58,114,137)		58,186,631
Interest receivable		21,308,193
Interest receivable from affiliated investment		127,992
Receivable for investments sold		44,171,949
Receivable for open forward foreign currency exchange contracts		84,359
Receivable for closed swap contracts		123,735
Prepaid expenses		101,212


Total assets	$	6,941,892,019





Liabilities

Payable for investments purchased	$	434,779,689
Payable for open forward foreign currency exchange contracts		6,790,594
Payable to affiliates:
Investment adviser fee		2,750,404
Trustees’ fees		4,208
Accrued expenses		671,397


Total liabilities	$	444,996,292


Net Assets applicable to investors’ interest in Portfolio	$	6,496,895,727





Sources of Net Assets

Net proceeds from capital contributions and withdrawals	$	6,540,507,365
Net unrealized depreciation		(43,611,638	)


Total	$	6,496,895,727

Statement of Operations


For the Year Ended
October 31, 2010

Investment Income

Interest	$	253,633,857
Dividends		2,670
Interest allocated from affiliated investments		652,596
Expenses allocated from affiliated investments		(134,179	)


Total investment income	$	254,154,944





Expenses

Investment adviser fee	$	26,310,316
Trustees’ fees and expenses		50,500
Custodian fee		882,716
Legal and accounting services		735,126
Miscellaneous		696,676


Total expenses	$	28,675,334


Deduct —
Reduction of custodian fee	$	121


Total expense reductions	$	121



Net expenses	$	28,675,213



Net investment income	$	225,479,731





Realized and Unrealized Gain (Loss)

Net realized gain (loss) —
Investment transactions	$	(82,215,433	)
Investment transactions allocated from affiliated investments		52,094
Foreign currency and forward foreign currency exchange contract transactions		24,733,734


Net realized loss	$	(57,429,605	)


Change in unrealized appreciation (depreciation) —
Investments	$	338,597,592
Foreign currency and forward foreign currency exchange contracts		(7,795,868	)


Net change in unrealized appreciation (depreciation)	$	330,801,724



Net realized and unrealized gain	$	273,372,119



Net increase in net assets from operations	$	498,851,850

See notes to financial statements

Floating Rate Portfolio as of October 31, 2010

FINANCIAL STATEMENTS CONT’D

Statements of Changes in Net Assets


Increase (Decrease)	Year Ended			Year Ended
in Net Assets	October 31, 2010			October 31, 2009

From operations —
Net investment income	$	225,479,731		$	189,451,144
Net realized loss from investment transactions, swap contracts, and foreign currency and forward foreign currency exchange contract transactions		(57,429,605	)		(214,393,575	)
Net change in unrealized appreciation (depreciation) from investments, foreign currency and forward foreign currency exchange contracts		330,801,724			959,820,600


Net increase in net assets from operations	$	498,851,850		$	934,878,169


Capital transactions —
Contributions	$	2,328,739,026		$	1,462,810,319
Withdrawals		(625,035,217	)		(1,159,558,768	)


Net increase in net assets from capital transactions	$	1,703,703,809		$	303,251,551



Net increase in net assets	$	2,202,555,659		$	1,238,129,720





Net Assets

At beginning of year	$	4,294,340,068		$	3,056,210,348


At end of year	$	6,496,895,727		$	4,294,340,068

See notes to financial statements

Floating Rate Portfolio as of October 31, 2010

FINANCIAL STATEMENTS CONT’D

Supplementary Data


	Year Ended October 31,

	2010			2009			2008			2007			2006



Ratios/Supplemental Data

Ratios (as a percentage of average daily net assets):
Expenses⁽¹⁾		0.57	%		0.61	%		0.70	%		0.58	%		0.54	%
Net investment income		4.43	%		5.41	%		6.50	%		6.94	%		6.44	%
Portfolio Turnover		39	%		35	%		7	%		61	%		50	%


Total Return		10.51	%		27.54	%		(22.24	)%		4.62	%		6.36	%



Net assets, end of year (000’s omitted)	$	6,496,896		$	4,294,340		$	3,056,210		$	6,851,600		$	7,430,493


(1)		Excludes the effect of custody fee credits, if any, of less than 0.005%.

See notes to financial statements

Floating Rate Portfolio as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS

1 Significant Accounting Policies

Floating Rate Portfolio (the Portfolio) is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as a diversified, open-end management investment company. The Portfolio’s investment objective is to provide a high level of current income. The Declaration of Trust permits the Trustees to issue interests in the Portfolio. At October 31, 2010, Eaton Vance Floating-Rate Fund, Eaton Vance Strategic Income Fund, Eaton Vance Floating-Rate & High Income Fund, Eaton Vance Multi Strategy Absolute Return Fund (formerly, Eaton Vance Diversified Income Fund), Eaton Vance Low Duration Fund and Eaton Vance Short Term Real Return Fund held an interest of 77.8%, 8.9%, 9.9%, 1.3% and 0.7%, and 0.2%, respectively, in the Portfolio.

The following is a summary of significant accounting policies of the Portfolio. The policies are in conformity with accounting principles generally accepted in the United States of America.

A Investment Valuation — 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.

Floating Rate Portfolio as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS CONT’D

G Unfunded 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

Floating Rate Portfolio as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS CONT’D

J Forward 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.

2 Investment Adviser Fee and Other Transactions with Affiliates

The investment adviser fee is earned by Boston Management and Research (BMR), a subsidiary of EVM, as compensation for investment advisory services rendered

Floating Rate Portfolio as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS CONT’D

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. Prior to its liquidation in February 2010, the portion of the adviser fee payable by Cash Management Portfolio, an affiliated investment company, on the Portfolio’s investment of cash therein was credited against the Portfolio’s investment adviser fee. The Portfolio currently invests its cash in Cash Reserves Fund. EVM does not currently receive a fee for advisory services provided to Cash Reserves Fund. For the year ended October 31, 2010, the Portfolio’s investment adviser fee totaled $26,393,174 of which $82,858 was allocated from Cash Management Portfolio and $26,310,316 was paid or accrued directly by the Portfolio. For the year ended October 31, 2010, the Portfolio’s investment adviser fee, including the portion allocated from Cash Management Portfolio, was 0.52% of the Portfolio’s average daily net assets.

3 Purchases and Sales of Investments

4 Federal Income Tax Basis of Investments

The cost and unrealized appreciation (depreciation) of investments of the Portfolio at October 31, 2010, as determined on a federal income tax basis, were as follows:


Aggregate cost	$	6,857,985,305


Gross unrealized appreciation	$	106,666,869
Gross unrealized depreciation		(146,864,226	)


Net unrealized depreciation	$	(40,197,357	)

The net unrealized depreciation on foreign currency at October 31, 2010 on federal income tax basis was $6,620,711.

5 Restricted Securities


	Date of
Description	Acquisition		Shares		Cost			Value

Common Stocks


Environmental Systems		10/25/07		2,484	$	0	⁽¹⁾	$	21,959
Products Holdings, Inc.



Preferred Stocks


Environmental Systems		10/25/07		1,138	$	19,915		$	131,518
Products Holdings, Inc., Series A


Total Restricted Securities					$	19,915		$	153,477


(1)		Less than $0.50.

6 Financial Instruments

A summary of obligations under these financial instruments at October 31, 2010 is as follows:

Floating Rate Portfolio as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS CONT’D


Forward Foreign Currency Exchange Contracts

Sales

				Net
Settlement				Unrealized
Date	Deliver	In Exchange For	Counterparty	Depreciation

11/30/10	British Pound Sterling 107,908,378	United States Dollar 170,453,153	State Street Bank and Trust	$	(2,418,690	)
11/30/10	British Pound Sterling 4,950,000	United States Dollar 7,759,125	State Street Bank and Trust		(170,895	)
11/30/10	British Pound Sterling 3,820,000	United States Dollar 6,034,110	State Street Bank and Trust		(85,623	)
11/30/10	British Pound Sterling 2,000,000	United States Dollar 3,188,540	State Street Bank and Trust		(15,509	)
11/30/10	British Pound Sterling 1,820,000	United States Dollar 2,849,392	State Street Bank and Trust		(66,292	)
11/30/10	Euro 298,551,551	United States Dollar 411,457,777	State Street Bank and Trust		(3,929,752	)
11/30/10	Euro 6,712,500	United States Dollar 9,316,480	State Street Bank and Trust		(22,908	)
11/30/10	Swiss Franc 15,858,852	United States Dollar 16,038,645	State Street Bank and Trust		(80,925	)


				$	(6,790,594	)




Purchases

				Net
Settlement				Unrealized
Date	In Exchange For	Deliver	Counterparty	Appreciation

11/30/10	British Pound Sterling 1,822,750	United States Dollar 2,879,234	State Street Bank and Trust	$	40,856
11/30/10	Euro 3,305,034	United States Dollar 4,554,932	State Street Bank and Trust		43,503


				$	84,359

At October 31, 2010, the Portfolio had sufficient cash and/or securities to cover commitments under these contracts.


	Fair Value

Derivative	Asset Derivative			Liability Derivative

Forward foreign currency exchange contracts	$	84,359⁽¹	⁾	$	(6,790,594	)⁽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.


				Change in
				Unrealized
	Realized Gain			Appreciation
	(Loss) on			(Depreciation) on
	Derivatives			Derivatives
	Recognized in			Recognized in
Derivative	Income			Income

Forward foreign currency exchange contracts	$	24,210,959	⁽¹⁾	$	(7,510,886	)⁽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.

7 Line of Credit

The Portfolio participates with other portfolios and funds managed by EVM and its affiliates in a $450 million unsecured line of credit agreement with a group of banks. Borrowings are made by the Portfolio solely to facilitate the handling of unusual and/or unanticipated short-term cash requirements. Interest is charged to the Portfolio based on its borrowings at 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 0.10% (0.15% prior to March 22, 2010) on the daily unused portion of the line of credit is allocated among the participating portfolios and funds at the end of each quarter. Because the line of credit is not available exclusively to the Portfolio, it may be unable to borrow some or all of its requested amounts at any particular time. The Portfolio did not have any significant borrowings or allocated fees during the year ended October 31, 2010.

Floating Rate Portfolio as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS CONT’D

8 Risks Associated with Foreign Investments

9 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.

10 Fair Value Measurements


	•	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, 2010, the inputs used in valuing the Portfolio’s investments, which are carried at value, were as follows:


	Quoted
	Prices in
	Active		Significant
	Markets for		Other			Significant
	Identical		Observable			Unobservable
	Assets		Inputs			Inputs

Asset Description	(Level 1)		(Level 2)			(Level 3)		Total

Senior Floating-Rate Interests (Less Unfunded Loan Commitments)	$	—	$	6,036,022,160		$	637,976	$	6,036,660,136
Corporate Bonds & Notes		—		103,906,542			148,541		104,055,083
Asset-Backed Securities		—		7,051,014			—		7,051,014
Common Stocks		569,788		38,673,654	*		4,483,200		43,726,642
Preferred Stocks		—		—			131,518		131,518
Warrants		—		339,700			—		339,700
Short-Term Investments		—		625,823,855			—		625,823,855


Net Investments	$	569,788	$	6,811,816,925		$	5,401,235	$	6,817,787,948


Forward Foreign Currency Exchange Contracts	$	—	$	84,359		$	—	$	84,359


Total	$	569,788	$	6,811,901,284		$	5,401,235	$	6,817,872,307



Liability Description


Forward Foreign Currency Exchange Contracts	$	—	$	(6,790,594	)	$	—	$	(6,790,594	)


Total	$	—	$	(6,790,594	)	$	—	$	(6,790,594	)


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

Floating Rate Portfolio as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS CONT’D

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


	Investments
	in Senior			Investments in
	Floating-			Corporate			Investments			Investments
	Rate			Bonds &			in Common			in Preferred
	Interests			Notes			Stocks			Stocks		Total

Balance as of October 31, 2009	$	6,829,221		$	505,328		$	1,053,368		$	91,040	$	8,478,957
Realized gains (losses)		(3,804,564	)		—			—			—		(3,804,564	)
Change in net unrealized appreciation (depreciation)*		1,133,936			(462,633	)		715,454			40,478		1,427,235
Net purchases (sales)		(1,940,607	)		79,494			3,031,017			—		1,169,904
Accrued discount (premium)		9,132			26,352			—			—		35,484
Net transfers to (from) Level 3**		(1,589,142	)		—			(316,639	)		—		(1,905,781	)


Balance as of October 31, 2010	$	637,976		$	148,541		$	4,483,200		$	131,518	$	5,401,235


Change in net unrealized appreciation (depreciation) on investments still held as of October 31, 2010	$	(159,494	)	$	(462,633	)	$	715,454		$	40,478	$	133,805


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

**		Transfers are reflected at the value of the securities at the beginning of the period.

Floating Rate Portfolio as of October 31, 2010

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Trustees and Investors of Floating Rate Portfolio:

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, 2010, 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.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 21, 2010

Eaton Vance Floating-Rate & High Income Fund

BOARD OF TRUSTEES’ CONTRACT APPROVAL

Overview of the Contract Review Process

Information about Fees, Performance and Expenses


	•	An independent report comparing the advisory and related fees paid by each fund with fees paid by comparable funds;
	•	An independent report comparing each fund’s total expense ratio and its components to comparable funds;
	•	An independent report comparing the investment performance of each fund (including yield where relevant) to the investment performance of comparable funds over various time periods;
	•	Data regarding investment performance in comparison to relevant peer groups of similarly managed funds and appropriate indices;
	•	For each fund, comparative information concerning the fees charged and the services provided by each adviser in managing other mutual funds and institutional accounts using investment strategies and techniques similar to those used in managing such fund;
	•	Profitability analyses for each adviser with respect to each fund;

Information about Portfolio Management


	•	Descriptions of the investment management services provided to each fund, including the investment strategies and processes employed, and any changes in portfolio management processes and personnel;
	•	Information concerning the allocation of brokerage and the benefits received by each adviser as a result of brokerage allocation, including information concerning the acquisition of research through “soft dollar” benefits received in connection with the funds’ brokerage, and the implementation of a soft dollar reimbursement program established with respect to the funds;
	•	Data relating to portfolio turnover rates of each fund;
	•	The procedures and processes used to determine the fair value of fund assets and actions taken to monitor and test the effectiveness of such procedures and processes;

Information about each Adviser


	•	Reports detailing the financial results and condition of each adviser;
	•	Descriptions of the qualifications, education and experience of the individual investment professionals whose responsibilities include portfolio management and investment research for the funds, and information relating to their compensation and responsibilities with respect to managing other mutual funds and investment accounts;
	•	Copies of the Codes of Ethics of each adviser and its affiliates, together with information relating to compliance with and the administration of such codes;
	•	Copies of or descriptions of each adviser’s policies and procedures relating to proxy voting, the handling of corporate actions and class actions;
	•	Information concerning the resources devoted to compliance efforts undertaken by each adviser and its affiliates on behalf of the funds (including descriptions of various compliance programs) and their record of compliance with investment policies and restrictions, including policies with respect to market-timing, late trading and selective portfolio disclosure, and with policies on personal securities transactions;
	•	Descriptions of the business continuity and disaster recovery plans of each adviser and its affiliates;
	•	A description of Eaton Vance Management’s procedures for overseeing third party advisers and sub-advisers;

Other Relevant Information


	•	Information concerning the nature, cost and character of the administrative and other non-investment management services provided by Eaton Vance Management and its affiliates;
	•	Information concerning management of the relationship with the custodian, subcustodians and fund accountants by each adviser or the funds’ administrator; and
	•	The terms of each advisory agreement.

Eaton Vance Floating-Rate & High Income Fund

BOARD OF TRUSTEES’ CONTRACT APPROVAL CONT’D

Results of the Process

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 methods of the Adviser to recruit and retain investment personnel, and the time and attention devoted to the Fund and each Portfolio by senior management.

Eaton Vance Floating-Rate & High Income Fund

BOARD OF TRUSTEES’ CONTRACT APPROVAL CONT’D

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, 2009 for the Fund. The Board concluded that the performance of the Fund was satisfactory.

Management Fees and Expenses

The Board reviewed contractual investment advisory fee rates, including administrative fee rates, payable by the Portfolios and by the Fund (referred to collectively as “management fees”). As part of its review, the Board considered the management fees and the Fund’s total expense ratio for the year ended September 30, 2009, as compared to a group of similarly managed funds selected by an independent data provider. The Board also considered factors that had an impact on Fund expense ratios, as identified by management in response to inquiries from the Contract Review Committee, as well as actions being taken to reduce expenses at the fund complex level.

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, including the benefits of research services that may be available to the Adviser as a result of securities transactions effected for the Portfolios 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 and the Portfolios, 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.

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

Principal Occupation(s)

in Fund Complex

Name and

Trust and

Length of

During Past Five Years and

Overseen By

Other Directorships Held

Year of Birth

the Portfolios

Service

Other Relevant Experience

Trustee⁽¹⁾

During the Last Five Years⁽²⁾

Interested Trustee

Thomas E. Faust Jr.
1958

Trustee and
President of
the Trust

Trustee since 2007 and President of the Trust since 2002

184

Director of EVC.

Noninterested Trustees

Benjamin C. Esty
1963

Trustee

Since 2005

Roy and Elizabeth Simmons Professor of Business Administration and Finance Unit Head, Harvard University Graduate School of Business Administration.

184

None

Allen R. Freedman
1940

Trustee

Since 2007

184

Director of Assurant, Inc. (insurance provider) and Stonemor Partners, L.P. (owner and operator of cemeteries).

William H. Park
1947

Trustee

Since 2003

184

None

Ronald A. Pearlman
1940

Trustee

Since 2003

184

None

Eaton Vance Floating-Rate & High Income Fund

MANAGEMENT AND ORGANIZATION CONT’D

Position(s)

Term of

Number of Portfolios

with the

Office and

Principal Occupation(s)

in Fund Complex

Name and

Trust and

Length of

During Past Five Years and

Overseen By

Other Directorships Held

Year of Birth

the Portfolios

Service

Other Relevant Experience

Trustee⁽¹⁾

During the Last Five Years⁽²⁾

Noninterested Trustees (continued)

Helen Frame Peters
1948

Trustee

Since 2008

184

Lynn A. Stout
1957

Trustee

Of the Trust and HIOP since 1998 and of FRP since 2000

184

None

Ralph F. Verni
1943

Chairman of
the Board
and Trustee

Chairman of the Board since 2007 and Trustee since 2005

184

None

Principal Officers who are not Trustees


	Position(s)	Term of
	with the	Office and
Name and	Trust and	Length of	Principal Occupation(s)
Year of Birth	the Portfolios	Service	During Past Five Years


William H. Ahern, Jr. 1959	Vice President of the Trust	Since 1995	Vice President of EVM and BMR. Officer of 80 registered investment companies managed by EVM or BMR.

John R. Baur 1970	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 was an Account Team Representative in Singapore for Applied Materials, Inc. Officer of 37 registered investment companies managed by EVM or BMR.

Maria C. Cappellano 1967	Vice President of the Trust	Since 2009	Vice President of EVM and BMR. Officer of 49 registered investment companies managed by EVM or BMR.

Michael A. Cirami 1975	Vice President of the Trust	Since 2008	Vice President of EVM and BMR. Officer of 37 registered investment companies managed by EVM or BMR.

Cynthia J. Clemson 1963	Vice President of the Trust	Since 2005	Vice President of EVM and BMR. Officer of 96 registered investment companies managed by EVM or BMR.

John H. Croft 1962	Vice President of the Trust	Since 2010	Vice President of EVM and BMR. Officer of 38 registered investment companies managed by EVM or BMR.

Charles B. Gaffney 1972	Vice President of the Trust	Since 2007	Director of Equity Research and a Vice President of EVM and BMR. Officer of 33 registered investment companies managed by EVM or BMR.

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)
Year of Birth	the Portfolios	Service	During Past Five Years


Principal Officers who are not Trustees (continued)

Thomas P. Huggins 1966	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 1972	Vice President of the Trust	Since 2007	Vice President of EVM and BMR. Officer of 40 registered investment companies managed by EVM or BMR.

Aamer Khan 1960	Vice President of the Trust	Since 2005	Vice President of EVM and BMR. Officer of 36 registered investment companies managed by EVM or BMR.

Thomas H. Luster 1962	Vice President of the Trust	Since 2006	Vice President of EVM and BMR. Officer of 55 registered investment companies managed by EVM or BMR.

Scott H. Page 1959	President of FRP	Since 2007	Vice President of EVM and BMR. Officer of 10 registered investment companies managed by EVM or BMR.

Jeffrey A. Rawlins 1961	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 33 registered investment companies managed by EVM or BMR.

Duncan W. Richardson 1957	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 1963	Vice President of FRP	Since 2007	Vice President of EVM and BMR. Officer of 5 registered investment companies managed by EVM or BMR.

Judith A. Saryan 1954	Vice President of the Trust	Since 2003	Vice President of EVM and BMR. Officer of 54 registered investment companies managed by EVM or BMR.

Susan Schiff 1961	Vice President of the Trust	Since 2002	Vice President of EVM and BMR. Officer of 38 registered investment companies managed by EVM or BMR.

Thomas Seto 1962	Vice President of the Trust	Since 2007	Vice President and Director of Portfolio Management of Parametric. Officer of 33 registered investment companies managed by EVM or BMR.

David M. Stein 1951	Vice President of the Trust	Since 2007	Managing Director and Chief Investment Officer of Parametric. Officer of 33 registered investment companies managed by EVM or BMR.

Eric A. Stein 1980	Vice President of the Trust	Since 2009	Vice President of EVM and BMR. Originally joined EVM in July 2002. Prior to re-joining EVM in September 2008, Mr. Stein worked at the Federal Reserve Bank of New York (2007-2008) and attended business school in Chicago, Illinois. Officer of 34 registered investment companies managed by EVM or BMR.

Dan R. Strelow 1959	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 33 registered investment companies managed by EVM or BMR.

Mark S. Venezia 1949	Vice President of the Trust	Since 2007	Vice President of EVM and BMR. Officer of 40 registered investment companies managed by EVM or BMR.

Adam A. Weigold 1975	Vice President of the Trust	Since 2007	Vice President of EVM and BMR. Officer of 73 registered investment companies managed by EVM or BMR.

Michael W. Weilheimer 1961	President of HIOP	Since 2002	Vice President of EVM and BMR. Officer of 26 registered investment companies managed by EVM or BMR.

Barbara E. Campbell 1957	Treasurer	Treasurer of the Trust since 2005 and of each Portfolio since 2008	Vice President of EVM and BMR. Officer of 184 registered investment companies managed by EVM or BMR.

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)
Year of Birth	the Portfolios	Service	During Past Five Years


Principal Officers who are not Trustees (continued)

Maureen A. Gemma 1960	Secretary and Chief Legal Officer	Secretary since 2007 and Chief Legal Officer since 2008	Vice President of EVM and BMR. Officer of 184 registered investment companies managed by EVM or BMR.

Paul M. O’Neil 1953	Chief Compliance Officer	Since 2004	Vice President of EVM and BMR. Officer of 184 registered investment companies managed by EVM or BMR.


(1)		Includes both master and feeder funds in a master-feeder structure.

(2)		During their respective tenures, the Trustees also served as trustees of one or more of the following Eaton Vance funds (which operated in the years noted): Eaton Vance Credit Opportunities Fund (launched in 2005 and terminated in 2010); Eaton Vance Insured Florida Plus Municipal Bond Fund (launched in 2002 and terminated in 2009); and Eaton Vance National Municipal Income Fund (launched in 1998 and terminated in 2009).

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.

This Page Intentionally Left Blank

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

BNY Mellon Asset 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


811-12/10	FRHSRC

IMPORTANT NOTICES


	•	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.

Eaton Vance Government Obligations Fund as of October 31, 2010
MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE

Economic and Market Conditions

Susan Schiff, CFA
Portfolio Manager

•

The 12-month period ending October 31, 2010, opened with early signs of economic recovery and significantly less volatility in the credit markets than in the previous period. Economic growth, while slow, returned during the period, with GDP (gross domestic product) for all four quarters posting positive results.

•

Throughout the year, the Federal Reserve Board (the Fed) held policy rates between 0.00% and 0.25%, acknowledging the slow pace of economic recovery and employment, as well as the relative stability of the inflation outlook. The Fed also telegraphed its intention to institute a second round of quantitative easing, which would entail purchasing significant amounts of longer-term Treasury securities in an effort to accelerate economic recovery.

•

There were significant changes in all but the shortest yields on the U.S. Treasury curve during the year, the most significant coming in the 3- to 10-year portion of the curve, where there was a decline in yields of between 80 basis points (0.80%) and 115 basis points (1.15%).

•

Most of the government programs aimed at bolstering the economy had run their course by period end. Some of these programs were directed at freeing up capital and providing access to credit; others were more targeted to 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. Although this program to sustain lower mortgage rates ended on March 31, 2010, the Fed purchased a total of $1.25 trillion in U.S. Government Agency MBS. This purchase program was generally considered to be well managed, and its conclusion did not cause a disruption in the MBS market.

Management Discussion

•

For the fiscal year ending October 31, 2010, the Fund¹ underperformed the Barclays Capital U.S. Intermediate Government Index (the Index), but it outpaced the average return of funds in the same Lipper Short-Intermediate U.S. Government Funds Classification.² The Fund’s relative underperformance versus the Index was primarily the result of a shorter duration than the Index and a rally among bonds in the 5- to 10-year part of the yield curve, where the Fund was slightly underweighted versus the Index. In the seasoned MBS market on which the Fund focuses—typically comprising securities originated in the 1980s and 1990s—the yield spread over Treasuries tightened by approximately 20 basis points (0.20%) during the 12 months. Principal prepayment rates on the Fund’s seasoned MBS were relatively stable for the period, paying consistently at an annualized rate in the low-to-mid teens.


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

Class A³	5.54	%
Class B³	4.76
Class C³	4.63
Class I³	5.67
Class R³	5.28
Barclays Capital U.S. Intermediate Government Index²	6.35
Lipper Short-Intermediate U.S. Government Funds Average²	4.49

See page 3 for more performance information.


¹		The Fund currently invests in a separate 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 at NAV.

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.

Eaton Vance Government Obligations Fund as of October 31, 2010
MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE

•

The Fund’s investment emphasis remained on seasoned U.S. Government Agency MBS during most of the period. As these seasoned MBS typically were originated decades ago, they tend to have lower loan-to-home value ratios, meaning that the underlying 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.

•

Toward the end of the first calendar quarter of 2010, most of the new money coming into the Fund was put to work in other U.S. Government sectors, such as Agency debentures, as management believed the offerings from this sector represented better relative value than the MBS being offered. By the July-September quarter, however, it was felt that more opportunity had emerged in the Fund’s traditional seasoned MBS, and management directed new money primarily into that segment.

•

As the economy continued to show disappointingly slow signs of stabilization and positive growth and the Fed continued to keep longer-term rates low by purchasing bonds, the Fund lengthened its duration slightly with an increase from 2.93 years at the beginning of the 12-month period to 3.26 years as of October 31, 2010. 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 Sectors¹
By total investments


¹		As a percentage of the Portfolio’s total investments as of 10/31/10.

Eaton Vance Government Obligations Fund as of October 31, 2010
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 each of Class A of the Fund and in the Barclays Capital U.S. Intermediate 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 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 Fund distributions or the redemption 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		5.54	%		4.76	%		4.63	%		5.67	%		5.28	%
Five Years		6.05			5.27			5.22			N.A.			5.76
Ten Years		5.29			4.50			4.48			N.A.			N.A.
Life of Fund†		7.08			4.50			4.40			5.70			5.49

SEC Average Annual Total Returns (including sales charge or applicable CDSC)
One Year		0.47	%		-0.24	%		3.63	%		5.67	%		5.28	%
Five Years		5.01			4.94			5.22			N.A.			5.76
Ten Years		4.79			4.50			4.48			N.A.			N.A.
Life of Fund^†		6.88			4.50			4.40			5.70			5.49


†		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.

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 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		1.16	%		1.91	%		1.91	%		0.91	%		1.41	%


²		Source: Prospectus dated 3/1/10.


*		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 shares and Class C shares on 10/31/00, 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 $15,536, $15,501, $13,219 and $10,915, respectively, on 10/31/10. The Index’s 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 net asset value, 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.

Eaton Vance Government Obligations Fund as of October 31, 2010

FUND EXPENSES

Eaton Vance Government Obligations Fund


	Beginning Account Value		Ending Account Value		Expenses Paid During Period*
	(5/1/10)		(10/31/10)		(5/1/10 – 10/31/10)


Actual
Class A		$1,000.00		$1,035.80		$5.75
Class B		$1,000.00		$1,032.00		$9.58
Class C		$1,000.00		$1,032.00		$9.58
Class I		$1,000.00		$1,037.10		$4.52
Class R		$1,000.00		$1,036.00		$7.03





Hypothetical
(5% return per year before expenses)
Class A		$1,000.00		$1,019.60		$5.70
Class B		$1,000.00		$1,015.80		$9.50
Class C		$1,000.00		$1,015.80		$9.50
Class I		$1,000.00		$1,020.80		$4.48
Class R		$1,000.00		$1,018.30		$6.97


	*	Expenses are equal to the Fund’s annualized expense ratio of 1.12% for Class A shares, 1.87% for Class B shares, 1.87% for Class C shares, 0.88% for Class I shares and 1.37% 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, 2010. The Example reflects the expenses of both the Fund and the Portfolio.

Eaton Vance Government Obligations Fund as of October 31, 2010

FINANCIAL STATEMENTS

Statement of Assets and Liabilities


As of October 31, 2010

Assets

Investment in Government Obligations Portfolio, at value (identified cost, $1,110,251,030)	$	1,173,488,819
Receivable for Fund shares sold		4,873,036
Miscellaneous receivable		4,114


Total assets	$	1,178,365,969



Liabilities

Payable for Fund shares redeemed	$	3,369,169
Distributions payable		975,087
Payable to affiliates:
Distribution and service fees		521,965
Trustees’ fees		42
Accrued expenses		301,107


Total liabilities	$	5,167,370


Net Assets	$	1,173,198,599



Sources of Net Assets

Paid-in capital	$	1,324,838,155
Accumulated net realized loss from Portfolio		(213,902,258	)
Accumulated distributions in excess of net investment income		(975,087	)
Net unrealized appreciation from Portfolio		63,237,789


Total	$	1,173,198,599



Class A Shares

Net Assets	$	668,799,084
Shares Outstanding		87,677,921
Net Asset Value and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	7.63
Maximum Offering Price Per Share
(100 ¸ 95.25 of net asset value per share)	$	8.01



Class B Shares

Net Assets	$	87,803,099
Shares Outstanding		11,512,297
Net Asset Value and Offering Price Per Share*
(net assets ¸ shares of beneficial interest outstanding)	$	7.63



Class C Shares

Net Assets	$	356,084,372
Shares Outstanding		46,761,936
Net Asset Value and Offering Price Per Share*
(net assets ¸ shares of beneficial interest outstanding)	$	7.61



Class I Shares

Net Assets	$	49,617,371
Shares Outstanding		6,508,205
Net Asset Value, Offering Price and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	7.62



Class R Shares

Net Assets	$	10,894,673
Shares Outstanding		1,434,204
Net Asset Value, Offering Price and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	7.60

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, 2010

Investment Income

Interest allocated from Portfolio	$	42,426,925
Miscellaneous income		20,730
Expenses allocated from Portfolio		(7,613,181	)


Total investment income	$	34,834,474





Expenses

Distribution and service fees
Class A	$	1,385,073
Class B		1,080,581
Class C		3,061,741
Class R		42,110
Custodian fee		30,655
Transfer and dividend disbursing agent fees		923,561
Legal and accounting services		44,394
Printing and postage		273,150
Registration fees		128,243
Miscellaneous		17,345


Total expenses	$	6,986,853



Net investment income	$	27,847,621





Realized and Unrealized Gain (Loss) from Portfolio

Net realized gain (loss) —
Investment transactions	$	(1,224,119	)
Financial futures contracts		(7,462,853	)


Net realized loss	$	(8,686,972	)


Change in unrealized appreciation (depreciation) —
Investments	$	33,296,204
Financial futures contracts		(1,289,482	)


Net change in unrealized appreciation (depreciation)	$	32,006,722



Net realized and unrealized gain	$	23,319,750



Net increase in net assets from operations	$	51,167,371

See notes to financial statements

Eaton Vance Government Obligations Fund as of October 31, 2010

FINANCIAL STATEMENTS CONT’D

Statements of Changes in Net Assets


Increase (Decrease)	Year Ended			Year Ended
in Net Assets	October 31, 2010			October 31, 2009

From operations —
Net investment income	$	27,847,621		$	25,750,728
Net realized gain (loss) from investment transactions and financial futures contracts		(8,686,972	)		10,453,851
Net change in unrealized appreciation (depreciation) from investments and financial futures contracts		32,006,722			39,911,003


Net increase in net assets from operations	$	51,167,371		$	76,115,582


Distributions to shareholders —
From net investment income
Class A	$	(22,116,833	)	$	(18,985,438	)
Class B		(3,587,134	)		(5,254,253	)
Class C		(10,082,663	)		(8,222,184	)
Class I		(1,071,097	)		(130,163	)
Class R		(314,633	)		(105,276	)
Tax return of capital
Class A		(1,129,639	)		(1,085,280	)
Class B		(183,216	)		(300,353	)
Class C		(514,982	)		(470,012	)
Class I		(54,707	)		(7,441	)
Class R		(16,070	)		(6,018	)


Total distributions to shareholders	$	(39,070,974	)	$	(34,566,418	)


Transactions in shares of beneficial interest —
Proceeds from sale of shares
Class A	$	356,185,372		$	263,266,792
Class B		14,833,271			23,146,151
Class C		162,424,446			146,674,516
Class I		48,209,704			15,454,856
Class R		7,928,251			6,483,149
Net asset value of shares issued to shareholders in payment of distributions declared
Class A		17,813,522			14,269,252
Class B		2,483,669			3,411,688
Class C		6,831,970			5,126,292
Class I		727,477			130,170
Class R		288,877			104,673
Cost of shares redeemed
Class A		(213,602,458	)		(202,215,846	)
Class B		(27,313,641	)		(43,439,796	)
Class C		(76,793,491	)		(74,023,274	)
Class I		(14,603,096	)		(747,529	)
Class R		(2,499,568	)		(2,429,962	)
Net asset value of shares exchanged
Class A		29,415,862			12,331,175
Class B		(29,415,862	)		(12,331,175	)


Net increase in net assets from Fund share transactions	$	282,914,305		$	155,211,132



Net increase in net assets	$	295,010,702		$	196,760,296




Net Assets

At beginning of year	$	878,187,897		$	681,427,601


At end of year	$	1,173,198,599		$	878,187,897



Accumulated distributions in excess of net investment income included in net assets

At end of year	$	(975,087	)	$	(930,236	)

See notes to financial statements

Eaton Vance Government Obligations Fund as of October 31, 2010

FINANCIAL STATEMENTS CONT’D

Financial Highlights


	Class A

	Year Ended October 31,

	2010			2009			2008			2007			2006

Net asset value — Beginning of year	$	7.540		$	7.110		$	7.160		$	7.200		$	7.340





Income (Loss) From Operations

Net investment income⁽¹⁾	$	0.233		$	0.267		$	0.297		$	0.300		$	0.266
Net realized and unrealized gain		0.175			0.512			0.020			0.053			0.037


Total income from operations	$	0.408		$	0.779		$	0.317		$	0.353		$	0.303





Less Distributions

From net investment income	$	(0.303	)	$	(0.330	)	$	(0.367	)	$	(0.391	)	$	(0.424	)
Tax return of capital		(0.015	)		(0.019	)		—			(0.002	)		(0.019	)


Total distributions	$	(0.318	)	$	(0.349	)	$	(0.367	)	$	(0.393	)	$	(0.443	)



Net asset value — End of year	$	7.630		$	7.540		$	7.110		$	7.160		$	7.200



Total Return⁽²⁾		5.54	%		11.11	%		4.45	%		5.05	%		4.28	%





Ratios/Supplemental Data

Net assets, end of year (000’s omitted)	$	668,799		$	472,147		$	362,311		$	245,687		$	251,751
Ratios (as a percentage of average daily net assets):
Expenses⁽³⁾⁽⁴⁾		1.15	%		1.16	%		1.19	%		1.22	%		1.20	%
Net investment income		3.08	%		3.57	%		4.09	%		4.19	%		3.69	%
Portfolio Turnover of the Portfolio		22	%		28	%		19	%		23	%		2	%


(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)		Excludes the effect of custody fee credits, if any, of less than 0.005%.

(4)		Includes the Fund’s share of the Portfolio’s allocated expenses.

See notes to financial statements

Eaton Vance Government Obligations Fund as of October 31, 2010

FINANCIAL STATEMENTS CONT’D

Financial Highlights


	Class B

	Year Ended October 31,

	2010			2009			2008			2007			2006

Net asset value — Beginning of year	$	7.540		$	7.110		$	7.160		$	7.200		$	7.340





Income (Loss) From Operations

Net investment income⁽¹⁾	$	0.180		$	0.214		$	0.245		$	0.247		$	0.213
Net realized and unrealized gain		0.173			0.510			0.018			0.053			0.035


Total income from operations	$	0.353		$	0.724		$	0.263		$	0.300		$	0.248





Less Distributions

From net investment income	$	(0.250	)	$	(0.278	)	$	(0.313	)	$	(0.338	)	$	(0.369	)
Tax return of capital		(0.013	)		(0.016	)		—			(0.002	)		(0.019	)


Total distributions	$	(0.263	)	$	(0.294	)	$	(0.313	)	$	(0.340	)	$	(0.388	)



Net asset value — End of year	$	7.630		$	7.540		$	7.110		$	7.160		$	7.200



Total Return⁽²⁾		4.76	%		10.30	%		3.67	%		4.27	%		3.50	%





Ratios/Supplemental Data

Net assets, end of year (000’s omitted)	$	87,803		$	126,123		$	146,987		$	162,159		$	215,850
Ratios (as a percentage of average daily net assets):
Expenses⁽³⁾⁽⁴⁾		1.90	%		1.91	%		1.94	%		1.97	%		1.95	%
Net investment income		2.39	%		2.87	%		3.37	%		3.45	%		2.95	%
Portfolio Turnover of the Portfolio		22	%		28	%		19	%		23	%		2	%


(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)		Excludes the effect of custody fee credits, if any, of less than 0.005%.

(4)		Includes the Fund’s share of the Portfolio’s allocated expenses.

See notes to financial statements

Eaton Vance Government Obligations Fund as of October 31, 2010

FINANCIAL STATEMENTS CONT’D

Financial Highlights


	Class C

	Year Ended October 31,

	2010			2009			2008			2007			2006

Net asset value — Beginning of year	$	7.530		$	7.100		$	7.150		$	7.190		$	7.340





Income (Loss) From Operations

Net investment income⁽¹⁾	$	0.176		$	0.209		$	0.243		$	0.247		$	0.217
Net realized and unrealized gain		0.167			0.515			0.020			0.053			0.021


Total income from operations	$	0.343		$	0.724		$	0.263		$	0.300		$	0.238





Less Distributions

From net investment income	$	(0.250	)	$	(0.278	)	$	(0.313	)	$	(0.338	)	$	(0.369	)
Tax return of capital		(0.013	)		(0.016	)		—			(0.002	)		(0.019	)


Total distributions	$	(0.263	)	$	(0.294	)	$	(0.313	)	$	(0.340	)	$	(0.388	)



Net asset value — End of year	$	7.610		$	7.530		$	7.100		$	7.150		$	7.190



Total Return⁽²⁾		4.63	%		10.31	%		3.67	%		4.27	%		3.36	%





Ratios/Supplemental Data

Net assets, end of year (000’s omitted)	$	356,084		$	259,975		$	171,302		$	115,460		$	129,963
Ratios (as a percentage of average daily net assets):
Expenses⁽³⁾⁽⁴⁾		1.90	%		1.91	%		1.94	%		1.97	%		1.95	%
Net investment income		2.33	%		2.80	%		3.35	%		3.45	%		2.95	%
Portfolio Turnover of the Portfolio		22	%		28	%		19	%		23	%		2	%


(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)		Excludes the effect of custody fee credits, if any, of less than 0.005%.

(4)		Includes the Fund’s share of the Portfolio’s allocated expenses.

See notes to financial statements

Eaton Vance Government Obligations Fund as of October 31, 2010

FINANCIAL STATEMENTS CONT’D

Financial Highlights


	Class I

	Year Ended			Period Ended
	October 31, 2010			October 31, 2009⁽¹⁾

Net asset value — Beginning of period	$	7.540		$	7.510





Income (Loss) From Operations

Net investment income⁽²⁾	$	0.242		$	0.133
Net realized and unrealized gain		0.175			0.111


Total income from operations	$	0.417		$	0.244





Less Distributions

From net investment income	$	(0.321	)	$	(0.202	)
Tax return of capital		(0.016	)		(0.012	)


Total distributions	$	(0.337	)	$	(0.214	)



Net asset value — End of period	$	7.620		$	7.540



Total Return⁽³⁾		5.67	%		3.29	%⁽⁴⁾





Ratios/Supplemental Data

Net assets, end of period (000’s omitted)	$	49,617		$	14,879
Ratios (as a percentage of average daily net assets):
Expenses⁽⁵⁾⁽⁶⁾		0.90	%		0.91	%⁽⁷⁾
Net investment income		3.20	%		3.06	%⁽⁷⁾
Portfolio Turnover of the Portfolio		22	%		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

Eaton Vance Government Obligations Fund as of October 31, 2010

FINANCIAL STATEMENTS CONT’D

Financial Highlights


	Class R

	Year Ended October 31,

	2010			2009			2008			2007			2006

Net asset value — Beginning of year	$	7.510		$	7.090		$	7.130		$	7.170		$	7.320





Income (Loss) From Operations

Net investment income⁽¹⁾	$	0.211		$	0.239		$	0.276		$	0.280		$	0.214
Net realized and unrealized gain		0.177			0.510			0.032			0.054			0.060


Total income from operations	$	0.388		$	0.749		$	0.308		$	0.334		$	0.274





Less Distributions

From net investment income	$	(0.284	)	$	(0.311	)	$	(0.348	)	$	(0.372	)	$	(0.405	)
Tax return of capital		(0.014	)		(0.018	)		—			(0.002	)		(0.019	)


Total distributions	$	(0.298	)	$	(0.329	)	$	(0.348	)	$	(0.374	)	$	(0.424	)



Net asset value — End of year	$	7.600		$	7.510		$	7.090		$	7.130		$	7.170



Total Return⁽²⁾		5.28	%		10.70	%		4.33	%		4.79	%		3.87	%





Ratios/Supplemental Data

Net assets, end of year (000’s omitted)	$	10,895		$	5,065		$	827		$	245		$	235
Ratios (as a percentage of average daily net assets):
Expenses⁽³⁾⁽⁴⁾		1.40	%		1.41	%		1.44	%		1.47	%		1.45	%
Net investment income		2.80	%		3.20	%		3.82	%		3.93	%		3.01	%
Portfolio Turnover of the Portfolio		22	%		28	%		19	%		23	%		2	%


(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.

(3)		Excludes the effect of custody fee credits, if any, of less than 0.005%.

(4)		Includes the Fund’s share of the Portfolio’s allocated expenses.

See notes to financial statements

Eaton Vance Government Obligations Fund as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS

1 Significant 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 Massachusetts business 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 (97.9% at October 31, 2010). 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 Investment 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.

B Income — 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.

C Federal 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, 2010, the Fund, for federal income tax purposes, had a capital loss carryforward of $213,299,183 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 ($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), October 31, 2016 ($1,612,295) and October 31, 2018 ($18,778,422).

Eaton Vance Government Obligations Fund as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS CONT’D

the Trust) could be deemed to have personal liability for the obligations of the Trust. However, the Trust’s Declaration of Trust contains an express disclaimer of liability on the part of Fund shareholders and the By-laws provide that the Trust shall assume the defense on behalf of any Fund shareholders. Moreover, the By-laws also provide for indemnification out of Fund property of any shareholder held personally liable solely by reason of being or having been a shareholder for all loss or expense arising from such liability. 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.

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

2 Distributions to Shareholders

The tax character of distributions declared for the years ended October 31, 2010 and October 31, 2009 was as follows:


	Year Ended October 31,
	2010		2009


Distributions declared from:
Ordinary income	$	37,172,360	$	32,697,314
Tax return of capital		1,898,614		1,869,104

During the year ended October 31, 2010, accumulated net realized loss was decreased by $7,663,362, accumulated distributions in excess of net investment income was decreased by $9,279,888 and paid-in capital was decreased by $16,943,250 due to expired capital loss carryforwards and 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, 2010, the components of distributable earnings (accumulated losses) and unrealized appreciation (depreciation) on a tax basis were as follows:


Capital loss carryforward	$	(213,299,183	)
Net unrealized appreciation	$	62,634,714
Other temporary differences	$	(975,087	)

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, wash sales, partnership allocations, futures contracts, premium amortization and mixed straddle amounts.

3 Transactions with Affiliates

4 Distribution Plans

Eaton Vance Government Obligations Fund as of October 31, 2010

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, 2010 amounted to $1,385,073 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, 2010, the Fund paid or accrued to EVD $810,436 and $2,296,306 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, 2010, the amounts of Uncovered Distribution Charges of EVD calculated under the Class B and Class C Plans were approximately $13,475,000 and $88,348,000, 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, 2010, the Fund paid or accrued to EVD $21,055, 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, 2010 amounted to $270,145, $765,435 and $21,055 for Class B, Class C and Class R shares, respectively.

5 Contingent 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, 2010, the Fund was informed that EVD received approximately $31,000, $125,000 and $69,000 of CDSCs paid by Class A, Class B and Class C shareholders, respectively.

6 Investment Transactions

For the year ended October 31, 2010, increases and decreases in the Fund’s investment in the Portfolio aggregated $316,668,247 and $80,240,917, respectively.

7 Shares of Beneficial Interest


	Year Ended October 31,
Class A	2010			2009

Sales		47,086,754			35,310,715
Issued to shareholders electing to receive payments of distributions in Fund shares		2,354,088			1,909,187
Redemptions		(28,271,317	)		(27,184,797	)
Exchange from Class B shares		3,889,222			1,650,302


Net increase		25,058,747			11,685,407

Eaton Vance Government Obligations Fund as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS CONT’D


	Year Ended October 31,
Class B	2010			2009

Sales		1,962,669			3,114,542
Issued to shareholders electing to receive payments of distributions in Fund shares		328,540			456,842
Redemptions		(3,619,435	)		(5,858,706	)
Exchange to Class A shares		(3,886,898	)		(1,648,851	)


Net decrease		(5,215,124	)		(3,936,173	)




	Year Ended October 31,
Class C	2010			2009

Sales		21,516,727			19,716,342
Issued to shareholders electing to receive payments of distributions in Fund shares		904,349			686,681
Redemptions		(10,189,437	)		(9,984,512	)


Net increase		12,231,639			10,418,511


	Year Ended			Period Ended
Class I	October 31, 2010			October 31, 2009⁽¹⁾

Sales		6,372,278			2,057,379
Issued to shareholders electing to receive payments of distributions in Fund shares		95,908			17,339
Redemptions		(1,934,149	)		(100,550	)


Net increase		4,534,037			1,974,168


	Year Ended October 31,
Class R	2010			2009

Sales		1,053,255			868,623
Issued to shareholders electing to receive payments of distributions in Fund shares		38,323			14,013
Redemptions		(331,829	)		(324,906	)


Net increase		759,749			557,730


(1)		Class I commenced operations on April 3, 2009.

Eaton Vance Government Obligations Fund as of October 31, 2010

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, 2010, 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 four 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, 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, 2010, 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 four 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, 2010

Eaton Vance Government Obligations Fund as of October 31, 2010

FEDERAL TAX INFORMATION (Unaudited)

Government Obligations Portfolio as of October 31, 2010

PORTFOLIO OF INVESTMENTS


Mortgage Pass-Throughs — 69.7%

	Principal
	Amount
Security	(000’s omitted)			Value


Federal Home Loan Mortgage Corp.:
3.179%, with maturity at 2035⁽¹⁾	$	13,093		$	13,514,718
3.309%, with maturity at 2034⁽¹⁾		2,825			2,926,513
5.00%, with various maturities to 2018		8,277			8,891,924
5.50%, with various maturities to 2032		15,626			16,957,653
6.00%, with various maturities to 2035		16,057			18,003,397
6.50%, with various maturities to 2033		37,384			42,168,592
6.87%, with maturity at 2024		258			295,848
7.00%, with various maturities to 2035		30,888			35,125,153
7.09%, with maturity at 2023		921			1,060,413
7.25%, with maturity at 2022		1,438			1,674,264
7.31%, with maturity at 2027		339			381,341
7.50%, with various maturities to 2035		23,998			28,160,921
7.63%, with maturity at 2019		503			575,786
7.75%, with maturity at 2018		25			27,227
7.78%, with maturity at 2022		178			209,248
7.85%, with maturity at 2020		397			447,985
8.00%, with various maturities to 2028		12,877			14,857,860
8.13%, with maturity at 2019		901			1,045,578
8.15%, with various maturities to 2021		304			359,015
8.25%, with maturity at 2017		100			115,857
8.50%, with various maturities to 2031		7,770			9,222,599
8.75%, with maturity at 2016		13			14,060
9.00%, with various maturities to 2027		8,739			10,097,880
9.25%, with various maturities to 2017		88			100,907
9.50%, with various maturities to 2026		2,541			2,998,236
9.75%, with maturity at 2018		2			2,789
10.50%, with maturity at 2020		793			952,782
11.00%, with maturity at 2015		26			29,992
15.00%, with maturity at 2011		0	⁽²⁾		99


				$	210,218,637


Federal National Mortgage Association:
2.963%, with various maturities to 2026⁽¹⁾	$	3,309		$	3,407,921
3.003%, with various maturities to 2035⁽¹⁾		34,210			35,503,861
3.004%, with maturity at 2022⁽¹⁾		2,423			2,483,885
3.033%, with maturity at 2035⁽¹⁾		2,109			2,179,523
3.035%, with maturity at 2031⁽¹⁾		3,928			4,031,450
3.047%, with various maturities to 2033⁽¹⁾		4,578			4,735,380
3.222%, with maturity at 2037⁽¹⁾		6,884			7,178,600
3.255%, with maturity at 2040⁽¹⁾		2,058			2,159,351
3.352%, with maturity at 2036⁽¹⁾		2,264			2,357,114
3.722%, with maturity at 2034⁽¹⁾		8,600			9,110,730
3.74%, with maturity at 2036⁽¹⁾		2,757			2,869,457
3.858%, with maturity at 2035⁽¹⁾		10,854			11,525,984
3.949%, with maturity at 2034⁽¹⁾		8,357			8,895,683
4.00%, with maturity at 2014		424			437,588
4.063%, with maturity at 2036⁽¹⁾		788			816,733
4.206%, with maturity at 2021⁽¹⁾		2,115			2,197,463
4.497%, with maturity at 2036⁽¹⁾		33,429			35,842,380
4.50%, with various maturities to 2018		34,450			36,803,781
4.643%, with maturity at 2035⁽¹⁾		11,463			12,290,050
4.93%, with maturity at 2034⁽¹⁾		30,983			33,219,345
5.00%, with various maturities to 2027		18,600			19,983,382
5.50%, with various maturities to 2030		42,112			45,682,759
6.00%, with various maturities to 2033		19,393			21,456,746
6.497%, with maturity at 2025⁽³⁾		375			417,803
6.50%, with various maturities to 2033		57,063			64,576,483
7.00%, with various maturities to 2036		91,620			105,315,533
7.25%, with maturity at 2023		36			39,336
7.50%, with various maturities to 2032		13,073			15,281,009
7.869%, with maturity at 2030⁽³⁾		38			45,372
7.875%, with maturity at 2021		955			1,126,934
8.00%, with various maturities to 2032		15,108			17,875,743
8.25%, with maturity at 2025		367			438,615
8.33%, with maturity at 2020		933			1,089,109
8.50%, with various maturities to 2032		9,606			11,465,317
8.521%, with maturity at 2021⁽³⁾		120			143,388
9.00%, with various maturities to 2030		1,336			1,589,090
9.50%, with various maturities to 2030		2,710			3,249,449
9.593%, with maturity at 2025⁽³⁾		46			55,345
9.75%, with maturity at 2019		27			31,095
9.904%, with maturity at 2020⁽³⁾		80			92,371
9.941%, with maturity at 2021⁽³⁾		78			95,703
9.978%, with maturity at 2021⁽³⁾		115			133,925
10.00%, with maturity at 2012		4			3,801
10.023%, with maturity at 2023⁽³⁾		92			108,075
10.101%, with maturity at 2021⁽³⁾		57			67,423
10.462%, with maturity at 2025⁽³⁾		48			55,164
11.00%, with maturity at 2020		743			860,740
11.383%, with maturity at 2019⁽³⁾		98			110,390
11.442%, with maturity at 2025⁽³⁾		26			29,659
11.50%, with maturity at 2012		3			2,587
11.749%, with maturity at 2018⁽³⁾		103			114,957
12.31%, with maturity at 2021⁽³⁾		33			36,198
12.698%, with maturity at 2015⁽³⁾		96			109,297


				$	529,729,077


Government National Mortgage Association:
3.125%, with various maturities to 2027⁽¹⁾	$	760		$	789,642
6.50%, with various maturities to 2032		5,072			5,840,638
7.00%, with various maturities to 2034		41,985			48,820,320
7.25%, with maturity at 2022		35			40,440
7.50%, with various maturities to 2025		6,640			7,670,864

See notes to financial statements

Government Obligations Portfolio as of October 31, 2010

PORTFOLIO OF INVESTMENTS CONT’D


	Principal
	Amount
Security	(000’s omitted)			Value


Government National Mortgage Association (continued):
8.00%, with various maturities to 2027	$	12,333		$	14,430,365
8.25%, with maturity at 2019		166			191,182
8.30%, with maturity at 2020		46			54,374
8.50%, with various maturities to 2018		2,071			2,359,810
9.00%, with various maturities to 2027		7,613			9,408,489
9.50%, with various maturities to 2026		5,091			6,297,541


				$	95,903,665



Total Mortgage Pass-Throughs
(identified cost $788,723,147)				$	835,851,379




Collateralized Mortgage Obligations — 5.5%

	Principal
	Amount
Security	(000’s omitted)			Value


Federal Home Loan Mortgage Corp.:
Series 30, Class I, 7.50%, 4/25/24	$	296		$	319,584
Series 1822, Class Z, 6.90%, 3/15/26		1,704			1,774,480
Series 1829, Class ZB, 6.50%, 3/15/26		808			895,594
Series 1896, Class Z, 6.00%, 9/15/26		915			941,858
Series 2075, Class PH, 6.50%, 8/15/28		447			482,977
Series 2091, Class ZC, 6.00%, 11/15/28		1,899			2,092,306
Series 2102, Class Z, 6.00%, 12/15/28		480			522,498
Series 2115, Class K, 6.00%, 1/15/29		2,770			2,918,516
Series 2142, Class Z, 6.50%, 4/15/29		944			1,028,731
Series 2245, Class A, 8.00%, 8/15/27		10,852			12,668,999


				$	23,645,543


Federal National Mortgage Association:
Series G-8, Class E, 9.00%, 4/25/21	$	390		$	451,190
Series G92-44, Class ZQ, 8.00%, 7/25/22		427			480,109
Series G93-36, Class ZQ, 6.50%, 12/25/23		14,588			16,433,035
Series 1993-16, Class Z, 7.50%, 2/25/23		535			621,309
Series 1993-39, Class Z, 7.50%, 4/25/23		1,320			1,529,749
Series 1993-45, Class Z, 7.00%, 4/25/23		1,736			1,972,471
Series 1993-149, Class M, 7.00%, 8/25/23		646			732,976
Series 1993-178, Class PK, 6.50%, 9/25/23		1,294			1,461,468
Series 1993-250, Class Z, 7.00%, 12/25/23		328			355,309
Series 1994-40, Class Z, 6.50%, 3/25/24		1,345			1,508,769
Series 1994-42, Class K, 6.50%, 4/25/24		5,889			6,645,843
Series 1994-82, Class Z, 8.00%, 5/25/24		2,112			2,473,346
Series 1997-81, Class PD, 6.35%, 12/18/27		821			931,619
Series 2000-49, Class A, 8.00%, 3/18/27		1,168			1,387,864
Series 2001-81, Class HE, 6.50%, 1/25/32		3,534			3,992,291
Series 2002-1, Class G, 7.00%, 7/25/23		847			960,654


				$	41,938,002


Government National Mortgage Association:
Series 1998-19, Class ZB, 6.50%, 7/20/28	$	718		$	812,691



Total Collateralized Mortgage Obligations
(identified cost $61,651,521)				$	66,396,236




U.S. Government Agency Obligations — 17.9%

	Principal
	Amount
Security	(000’s omitted)			Value


Federal Farm Credit Bank:
5.75%, 12/7/28	$	5,000		$	6,181,010
5.77%, 1/5/27		5,000			6,135,870


				$	12,316,880


Federal Home Loan Bank:
2.50%, 6/13/14	$	10,870		$	11,456,121
4.125%, 12/13/19		25,000			27,578,975
4.125%, 3/13/20		26,460			29,284,446
4.75%, 3/10/23		4,500			5,237,590
5.365%, 9/9/24		6,445			7,752,871
5.375%, 8/15/24		14,700			17,743,209
5.625%, 6/11/21		17,000			20,866,412
5.75%, 6/12/26		2,720			3,359,510


				$	123,279,134


United States Agency for International Development - Israel:
0.00%, 2/15/18	$	10,101		$	8,401,800
0.00%, 3/15/18		8,061			6,683,827
0.00%, 5/1/18		11,420			9,421,294
0.00%, 5/1/20		2,200			1,622,654
5.50%, 9/18/23		26,850			32,982,057
5.50%, 4/26/24		16,015			19,790,280


				$	78,901,912



Total U.S. Government Agency Obligations
(identified cost $195,838,621)				$	214,497,926


			��

See notes to financial statements

Government Obligations Portfolio as of October 31, 2010

PORTFOLIO OF INVESTMENTS CONT’D


U.S. Treasury Obligations — 4.5%

	Principal
	Amount
Security	(000’s omitted)		Value


U.S. Treasury Bond, 1.00%, 7/15/13	$	45,000	$	45,682,020
U.S. Treasury Bond, 7.125%, 2/15/23⁽⁴⁾		6,000		8,555,628



Total U.S. Treasury Obligations
(identified cost $51,315,687)			$	54,237,648




Short-Term Investments — 3.2%

	Interest
Description	(000’s omitted)		Value


Eaton Vance Cash Reserves Fund, LLC, 0.22%⁽⁵⁾⁽⁶⁾	$	37,537	$	37,536,529



Total Short-Term Investments
(identified cost $37,536,529)			$	37,536,529



Total Investments — 100.8%
(identified cost $1,135,065,505)			$	1,208,519,718



Other Assets, Less Liabilities — (0.8)%			$	(9,317,194	)



Net Assets — 100.0%			$	1,199,202,524

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.

(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, 2010.

(6)		Net income allocated from the investment in Eaton Vance Cash Reserves Fund, LLC and Cash Management Portfolio, an affiliated investment company, for the year ended October 31, 2010 was $38,993 and $0, respectively.

See notes to financial statements

Government Obligations Portfolio as of October 31, 2010

FINANCIAL STATEMENTS

Statement of Assets and Liabilities


As of October 31, 2010

Assets

Unaffiliated investments, at value (identified cost, $1,097,528,976)	$	1,170,983,189
Affiliated investment, at value (identified cost, $37,536,529)		37,536,529
Interest receivable		6,074,875
Interest receivable from affiliated investment		4,223
Receivable for investments sold		292,704


Total assets	$	1,214,891,520





Liabilities

Payable for investments purchased	$	14,470,375
Payable for variation margin on open financial futures contracts		347,656
Payable to affiliates:
Investment adviser fee		698,816
Trustees’ fees		3,208
Accrued expenses		168,941


Total liabilities	$	15,688,996


Net Assets applicable to investors’ interest in Portfolio	$	1,199,202,524





Sources of Net Assets

Net proceeds from capital contributions and withdrawals	$	1,127,146,108
Net unrealized appreciation		72,056,416


Total	$	1,199,202,524

Statement of Operations


For the Year Ended
October 31, 2010

Investment Income

Interest	$	44,281,923
Interest allocated from affiliated investments		45,001
Expenses allocated from affiliated investments		(6,008	)


Total investment income	$	44,320,916





Expenses

Investment adviser fee	$	7,464,808
Trustees’ fees and expenses		35,865
Custodian fee		317,026
Legal and accounting services		83,527
Miscellaneous		37,095


Total expenses	$	7,938,321



Net investment income	$	36,382,595





Realized and Unrealized Gain (Loss)

Net realized gain (loss) —
Investment transactions	$	(1,072,263	)
Investment transactions allocated from affiliated investments		8,312
Financial futures contracts		(7,657,789	)


Net realized loss	$	(8,721,740	)


Change in unrealized appreciation (depreciation) —
Investments	$	33,952,269
Financial futures contracts		(1,312,517	)


Net change in unrealized appreciation (depreciation)	$	32,639,752



Net realized and unrealized gain	$	23,918,012



Net increase in net assets from operations	$	60,300,607

See notes to financial statements

Government Obligations Portfolio as of October 31, 2010

FINANCIAL STATEMENTS CONT’D

Statements of Changes in Net Assets


Increase (Decrease)	Year Ended			Year Ended
in Net Assets	October 31, 2010			October 31, 2009

From operations —
Net investment income	$	36,382,595		$	36,198,006
Net realized gain (loss) from investment transactions and financial futures contracts		(8,721,740	)		12,119,127
Net change in unrealized appreciation (depreciation) from investments and financial futures contracts		32,639,752			47,195,344


Net increase in net assets from operations	$	60,300,607		$	95,512,477


Capital transactions —
Contributions	$	319,591,025		$	397,742,451
Withdrawals		(137,970,491	)		(346,600,808	)


Net increase in net assets from capital transactions	$	181,620,534		$	51,141,643



Net increase in net assets	$	241,921,141		$	146,654,120





Net Assets

At beginning of year	$	957,281,383		$	810,627,263


At end of year	$	1,199,202,524		$	957,281,383

See notes to financial statements

Government Obligations Portfolio as of October 31, 2010

FINANCIAL STATEMENTS CONT’D

Supplementary Data


	Year Ended October 31,

	2010			2009			2008			2007			2006



Ratios/Supplemental Data

Ratios (as a percentage of average daily net assets):
Expenses⁽¹⁾		0.76	%		0.77	%		0.80	%		0.80	%		0.79	%
Net investment income		3.48	%		3.97	%		4.48	%		4.60	%		4.09	%
Portfolio Turnover		22	%		28	%		19	%		23	%		2	%


Total Return		5.95	%		11.54	%		4.85	%		5.49	%		4.71	%



Net assets, end of year (000’s omitted)	$	1,199,203		$	957,281		$	810,627		$	687,747		$	727,804


(1)		Excludes the effect of custody fee credits, if any, of less than 0.005%.

See notes to financial statements

Government Obligations Portfolio as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS

1 Significant Accounting Policies

Government Obligations Portfolio (the Portfolio) is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as a diversified, open-end management investment company. The Portfolio’s investment objective is to 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, 2010, Eaton Vance Government Obligations Fund, Eaton Vance Multi-Strategy Absolute Return Fund (formerly, Eaton Vance Diversified Income Fund) and Eaton Vance Low Duration Fund held an interest of 97.9%, 0.5% and 0.6%, 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.

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

As of October 31, 2010, the Portfolio had no uncertain tax positions that would require financial statement recognition, de-recognition, or disclosure. Each of the

Government Obligations Portfolio as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS CONT’D

Portfolio’s federal tax returns filed in the 3-year period ended October 31, 2010 remains subject to examination by the Internal Revenue Service.

G Indemnifications — Under the Portfolio’s organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the Portfolio. Under Massachusetts law, if certain conditions prevail, interestholders in the Portfolio could be deemed to have personal liability for the obligations of the Portfolio. However, the Portfolio’s Declaration of Trust contains an express disclaimer of liability on the part of Portfolio interestholders and the By-laws provide that the Portfolio shall assume the defense on behalf of any Portfolio interestholder. Moreover, the By-laws also provide for indemnification out of Portfolio property of any interestholder held personally liable solely by reason of being or having been an interestholder for all loss or expense arising from such liability. Additionally, in the normal course of business, the Portfolio enters into agreements with service providers that may contain indemnification clauses. The Portfolio’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Portfolio that have not yet occurred.

H Financial 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.

I Forward Sale Commitments — The Portfolio may enter into forward sale commitments to sell generic U.S. government agency MBS to hedge its portfolio positions and/or to enhance return. The proceeds to be received from the forward sale commitment are recorded as a liability and are subsequently valued at approximately the current market value of the underlying security in accordance with the Portfolio’s policies on investment valuations discussed above. The Portfolio records an unrealized gain or loss on investments to the extent of the difference between the proceeds to be received and the value of the open forward sale commitment on the day of determination. If the forward sale commitment is closed through the acquisition of an offsetting purchase commitment or the delivery of securities, the Portfolio realizes a gain or loss on investments based on the price established when the Portfolio entered into the commitment.

2 Investment Adviser Fee and Other Transactions with Affiliates

The investment adviser fee is earned by Boston Management and Research (BMR), a subsidiary of EVM, 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. Prior to its liquidation in February 2010, the portion of the adviser fee payable by Cash Management Portfolio, an affiliated investment company, on the Portfolio’s investment of cash therein was credited against the Portfolio’s investment adviser fee. The Portfolio currently invests its cash in Cash Reserves Fund. EVM does not currently receive a fee for advisory services provided to Cash Reserves Fund. For the year ended October 31, 2010, the Portfolio’s investment adviser fee totaled $7,467,635 of which $2,827 was allocated from Cash Management Portfolio and $7,464,808 was paid or accrued directly by

Government Obligations Portfolio as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS CONT’D

the Portfolio. For the year ended October 31, 2010, the Portfolio’s investment adviser fee, including the portion allocated from Cash Management Portfolio, was 0.71% of the Portfolio’s average daily net assets.

3 Purchases and Sales of Investments

Purchases and sales of investments, other than short-term obligations and forward sale commitments and including maturities and paydowns, aggregated $395,750,323 and $225,105,432, respectively, for the year ended October 31, 2010.

4 Federal Income Tax Basis of Investments

The cost and unrealized appreciation (depreciation) of investments of the Portfolio at October 31, 2010, as determined on a federal income tax basis, were as follows:


Aggregate cost	$	1,145,066,404


Gross unrealized appreciation	$	63,453,314
Gross unrealized depreciation		—


Net unrealized appreciation	$	63,453,314

5 Financial 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, 2010 is as follows:


Futures Contracts

									Net
Expiration			Aggregate						Unrealized
Date	Contracts	Position	Cost			Value			Depreciation

12/10	500
	U.S. 5-Year Treasury Note	Short	$	(59,980,469	)	$	(60,789,063	)	$	(808,594	)
12/10	500
	U.S. 10-Year Treasury Note	Short		(62,551,422	)		(63,140,625	)		(589,203	)


									$	(1,397,797	)

At October 31, 2010, the Portfolio had sufficient cash and/or securities to cover commitments under these contracts.

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 purchases and sells 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) on the Statement of Operations and whose primary underlying risk exposure is interest rate risk at October 31, 2010 was as follows:


	Fair Value

Derivative	Asset Derivative		Liability Derivative

Future contracts	$	—	$	(1,397,797	)⁽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 year ended October 31, 2010 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	$	(7,657,789	)	$	(1,312,517	)


(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.

Government Obligations Portfolio as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS CONT’D

The average notional amount of futures contracts outstanding during the year ended October 31, 2010, which is indicative of the volume of this derivative type, was approximately $54,308,000.

6 Line of Credit

7 Fair Value Measurements


	•	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, 2010, the inputs used in valuing the Portfolio’s investments, which are carried at value, were as follows:


	Quoted
	Prices in
	Active			Significant
	Markets for			Other		Significant
	Identical			Observable		Unobservable
	Assets			Inputs		Inputs

Asset Description	(Level 1)			(Level 2)		(Level 3)		Total

Mortgage Pass-Throughs	$	—		$	835,851,379	$	—	$	835,851,379
Collateralized Mortgage Obligations		—			66,396,236		—		66,396,236
U.S. Government Agency Obligations		—			214,497,926		—		214,497,926
U.S. Treasury Obligations		—			54,237,648		—		54,237,648
Short-Term Investments		—			37,536,529		—		37,536,529


Total Investments	$	—		$	1,208,519,718	$	—	$	1,208,519,718



Liability Description


Futures Contracts	$	(1,397,797	)	$	—	$	—	$	(1,397,797	)


Total	$	(1,397,797	)	$	—	$	—	$	(1,397,797	)

The Portfolio held no investments or other financial instruments as of October 31, 2009 whose fair value was determined using Level 3 inputs.

Government Obligations Portfolio as of October 31, 2010

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, 2010, 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 four 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, was 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, 2010, 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, 2010, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the supplementary data for each of the four years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 16, 2010

Eaton Vance Government Obligations Fund

BOARD OF TRUSTEES’ CONTRACT APPROVAL

Overview of the Contract Review Process

Information about Fees, Performance and Expenses


	•	An independent report comparing the advisory and related fees paid by each fund with fees paid by comparable funds;
	•	An independent report comparing each fund’s total expense ratio and its components to comparable funds;
	•	An independent report comparing the investment performance of each fund (including yield where relevant) to the investment performance of comparable funds over various time periods;
	•	Data regarding investment performance in comparison to relevant peer groups of similarly managed funds and appropriate indices;
	•	For each fund, comparative information concerning the fees charged and the services provided by each adviser in managing other mutual funds and institutional accounts using investment strategies and techniques similar to those used in managing such fund;
	•	Profitability analyses for each adviser with respect to each fund;

Information about Portfolio Management


	•	Descriptions of the investment management services provided to each fund, including the investment strategies and processes employed, and any changes in portfolio management processes and personnel;
	•	Information concerning the allocation of brokerage and the benefits received by each adviser as a result of brokerage allocation, including information concerning the acquisition of research through “soft dollar” benefits received in connection with the funds’ brokerage, and the implementation of a soft dollar reimbursement program established with respect to the funds;
	•	Data relating to portfolio turnover rates of each fund;
	•	The procedures and processes used to determine the fair value of fund assets and actions taken to monitor and test the effectiveness of such procedures and processes;

Information about each Adviser


	•	Reports detailing the financial results and condition of each adviser;
	•	Descriptions of the qualifications, education and experience of the individual investment professionals whose responsibilities include portfolio management and investment research for the funds, and information relating to their compensation and responsibilities with respect to managing other mutual funds and investment accounts;
	•	Copies of the Codes of Ethics of each adviser and its affiliates, together with information relating to compliance with and the administration of such codes;
	•	Copies of or descriptions of each adviser’s policies and procedures relating to proxy voting, the handling of corporate actions and class actions;
	•	Information concerning the resources devoted to compliance efforts undertaken by each adviser and its affiliates on behalf of the funds (including descriptions of various compliance programs) and their record of compliance with investment policies and restrictions, including policies with respect to market-timing, late trading and selective portfolio disclosure, and with policies on personal securities transactions;
	•	Descriptions of the business continuity and disaster recovery plans of each adviser and its affiliates;
	•	A description of Eaton Vance Management’s procedures for overseeing third party advisers and sub-advisers;

Other Relevant Information


	•	Information concerning the nature, cost and character of the administrative and other non-investment management services provided by Eaton Vance Management and its affiliates;
	•	Information concerning management of the relationship with the custodian, subcustodians and fund accountants by each adviser or the funds’ administrator; and
	•	The terms of each advisory agreement.

Eaton Vance Government Obligations Fund

BOARD OF TRUSTEES’ CONTRACT APPROVAL CONT’D

Results of the Process

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 methods of the Adviser to recruit and retain investment personnel, and the time and attention devoted to the Portfolio by senior management.

Eaton Vance Government Obligations Fund

BOARD OF TRUSTEES’ CONTRACT APPROVAL CONT’D

Fund Performance

Management Fees and Expenses

The Board reviewed contractual investment advisory fee rates, payable by the Portfolio and 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, 2009, as compared to a group of similarly managed funds selected by an independent data provider. The Board also considered factors that had an impact on Fund expense ratios, as identified by management in response to inquiries from the Contract Review Committee, as well as actions being taken to reduce expenses at the fund complex level.

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 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 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 and the Portfolio, 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.

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

Principal Occupation(s)

in Fund Complex

Name and

Trust and

Length of

During Past Five Years and

Overseen By

Other Directorships Held

Year of Birth

the Portfolio

Service

Other Relevant Experience

Trustee⁽¹⁾

During the Last Five Years⁽²⁾

Interested Trustee

Thomas E. Faust Jr.
1958

Trustee and
President of
the Trust

Trustee since 2007 and President of the Trust since 2002

184

Director of EVC.

Noninterested Trustees

Benjamin C. Esty
1963

Trustee

Since 2005

Roy and Elizabeth Simmons Professor of Business Administration and Finance Unit Head, Harvard University Graduate School of Business Administration.

184

None

Allen R. Freedman
1940

Trustee

Since 2007

184

Director of Assurant, Inc. (insurance provider) and Stonemor Partners, L.P. (owner and operator of cemeteries).

William H. Park
1947

Trustee

Since 2003

184

None

Ronald A. Pearlman
1940

Trustee

Since 2003

184

None

Eaton Vance Government Obligations Fund

MANAGEMENT AND ORGANIZATION CONT’D

Position(s)

Term of

Number of Portfolios

with the

Office and

Principal Occupation(s)

in Fund Complex

Name and

Trust and

Length of

During Past Five Years and

Overseen By

Other Directorships Held

Year of Birth

the Portfolio

Service

Other Relevant Experience

Trustee⁽¹⁾

During the Last Five Years⁽²⁾

Noninterested Trustees (continued)

Helen Frame Peters
1948

Trustee

Since 2008

184

Lynn A. Stout
1957

Trustee

Since 1998

184

None

Ralph F. Verni
1943

Chairman of
the Board
and Trustee

Chairman of the Board since 2007 and Trustee since 2005

184

None

Principal Officers who are not Trustees


	Position(s)	Term of
	with the	Office and
Name and	Trust and	Length of	Principal Occupation(s)
Year of Birth	the Portfolio	Service	During Past Five Years


William H. Ahern, Jr. 1959	Vice President of the Trust	Since 1995	Vice President of EVM and BMR. Officer of 80 registered investment companies managed by EVM or BMR.

John R. Baur 1970	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 was an Account Team Representative in Singapore for Applied Materials Inc. Officer of 37 registered investment companies managed by EVM or BMR.

Maria C. Cappellano 1967	Vice President of the Trust	Since 2009	Vice President of EVM and BMR. Officer of 49 registered investment companies managed by EVM or BMR.

Michael A. Cirami 1975	Vice President of the Trust	Since 2008	Vice President of EVM and BMR. Officer of 37 registered investment companies managed by EVM or BMR.

Cynthia J. Clemson 1963	Vice President of the Trust	Since 2005	Vice President of EVM and BMR. Officer of 96 registered investment companies managed by EVM or BMR.

John H. Croft 1962	Vice President of the Trust	Since 2010	Vice President of EVM and BMR. Officer of 38 registered investment companies managed by EVM or BMR.

Charles B. Gaffney 1972	Vice President of the Trust	Since 2007	Director of Equity Research and a Vice President of EVM and BMR. Officer of 33 registered investment companies managed by EVM or BMR.

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)
Year of Birth	the Portfolio	Service	During Past Five Years


Principal Officers who are not Trustees (continued)

Christine M. Johnston 1972	Vice President	Vice President of the Trust since 2007 and of the Portfolio since 2006	Vice President of EVM and BMR. Officer of 40 registered investment companies managed by EVM or BMR.

Aamer Khan 1960	Vice President of the Trust	Since 2005	Vice President of EVM and BMR. Officer of 36 registered investment companies managed by EVM or BMR.

Thomas H. Luster 1962	Vice President of the Trust	Since 2006	Vice President of EVM and BMR. Officer of 55 registered investment companies managed by EVM or BMR.

Jeffrey A. Rawlins 1961	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 33 registered investment companies managed by EVM or BMR.

Duncan W. Richardson 1957	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 1954	Vice President of the Trust	Since 2003	Vice President of EVM and BMR. Officer of 54 registered investment companies managed by EVM or BMR.

Susan Schiff 1961	Vice President	Vice President of the Trust since 2002 and of the Portfolio since 1993	Vice President of EVM and BMR. Officer of 38 registered investment companies managed by EVM or BMR.

Thomas Seto 1962	Vice President of the Trust	Since 2007	Vice President and Director of Portfolio Management of Parametric. Officer of 33 registered investment companies managed by EVM or BMR.

David M. Stein 1951	Vice President of the Trust	Since 2007	Managing Director and Chief Investment Officer of Parametric. Officer of 33 registered investment companies managed by EVM or BMR.

Eric A. Stein 1980	Vice President of the Trust	Since 2009	Vice President of EVM and BMR. Originally joined EVM in July 2002. Prior to re-joining EVM in September 2008, Mr. Stein worked at the Federal Reserve Bank of New York (2007-2008) and attended business school in Chicago, Illinois. Officer of 34 registered investment companies managed by EVM or BMR.

Dan R. Strelow 1959	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 33 registered investment companies managed by EVM or BMR.

Mark S. Venezia 1949	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 40 registered investment companies managed by EVM or BMR.

Adam A. Weigold 1975	Vice President of the Trust	Since 2007	Vice President of EVM and BMR. Officer of 73 registered investment companies managed by EVM or BMR.

Barbara E. Campbell 1957	Treasurer	Of the Trust since 2005 and of the Portfolio since 2008	Vice President of EVM and BMR. Officer of 184 registered investment companies managed by EVM or BMR.

Maureen A. Gemma 1960	Secretary and Chief Legal Officer	Secretary since 2007 and Chief Legal Officer since 2008	Vice President of EVM and BMR. Officer of 184 registered investment companies managed by EVM or BMR.

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)
Year of Birth	the Portfolio	Service	During Past Five Years


Principal Officers who are not Trustees (continued)

Paul M. O’Neil 1953	Chief Compliance Officer	Since 2004	Vice President of EVM and BMR. Officer of 184 registered investment companies managed by EVM or BMR.


(1)		Includes both master and feeder funds in a master-feeder structure.

(2)		During their respective tenures, the Trustees also served as trustees of one or more of the following Eaton Vance funds (which operated in the years noted): Eaton Vance Credit Opportunities Fund (launched in 2005 and terminated in 2010); Eaton Vance Insured Florida Plus Municipal Bond Fund (launched in 2002 and terminated in 2009); and Eaton Vance National Municipal Income Fund (launched in 1998 and terminated in 2009).

This Page Intentionally Left Blank

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

BNY Mellon Asset 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


140-12/10	GOSRC

Annual Report October 31 , 2010 EATON VANCE HIGH INCOME OPPORTUNITIES FUND

IMPORTANT NOTICES


	•	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.

Eaton Vance High Income Opportunities Fund as of October 31, 2010

MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE

Economic and Market Conditions

Michael W. Weilheimer, CFA
Co-Portfolio Manager

Thomas P. Huggins
Co-Portfolio Manager

•

The corporate high-yield bond market performed well for most of the 12-month period ending October 31, 2010. In spite of a small negative return during the April-June quarter, the high-yield market, as measured by the BofA Merrill Lynch U.S. High Yield Index (the Index), produced a strong showing for the year, as investors seemed to put aside fears about sovereign credit risk and a possible double-dip recession to purchase high-yield paper. New-issue supply was up considerably, much of it coming in the form of refinancings, spurred on by narrowing yields.

•		Spreads on high-yield bonds (their incremental yield in excess of Treasury bonds of comparable maturity) narrowed by 170 basis points (1.70%) during the period, ending October at 593 basis points or 5.93% above Treasury yields. The average price of a bond within the Index finished at $102.56, with a 7.17% yield-to-worst, which indicates the lowest yield to any stated maturity or call date. Lower-quality paper again led the way, with CCC rated issues returning 21.03% for the period, while BB and B rated issues returned 19.16% and 16.41%, respectively.

•		Credit fundamentals continued to improve and corporate defaults to trend below normal for the year, with the speculative-grade default rate falling to 3.6% by period end, according to Moody’s Investors Service.

Management Discussion

•		The Fund¹ registered double-digit total returns for the fiscal year ending October 31, 2010, with all of its share classes outpacing the average return of the funds in its peer group, the Lipper High Current Yield Funds Classification.³ The Fund’s Class I shares outperformed the primary benchmark, the BofA Merrill Lynch U.S. High Yield Index (the Index), but the returns for its Class A, Class B and Class C shares each came up short of the Index.

•		Strong security selection, particularly among the Fund’s B and BB rated holdings, was one of the main drivers of performance for the period. An overweighting in CCC bonds, as well as solid security selection in automotive and auto parts, energy, metals and mining, and chemicals all further contributed to the Fund’s relative performance.

•		The Fund’s underperformance versus the Index in all but the Class I shares was attributable to an underweighting in the strong-performing CC rated segment, as well as an overweighting in B rated bonds,


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

Class A²	19.05	%
Class B²	18.17
Class C²	18.21
Class I²	19.60
BofA Merrill Lynch U.S. High Yield Index³	19.26
BofA Merrill Lynch U.S. High Yield Constrained Index³	19.05
Lipper High Current Yield Funds Average³	17.82

See page 3 for more performance information.


¹		The Fund currently invests in a separate registered investment company, High Income Opportunities Portfolio, with the same objectives 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 at net asset value (NAV). During the period, Class A and Class I shares were subject to a 1% redemption fee if redeemed or exchanged within 90 days of settlement of purchase. Effective Janaury 1, 2011, Class A and Class I shares will no longer be subject to a redemption fee.

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 NAV, of the funds that are in the same Lipper Classification as the Fund.

Eaton Vance High Income Opportunities Fund as of October 31, 2010

MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE

which did not perform as well in the early part of the fiscal year. Returns also were hindered because of an underweighting in segments of the financials sector that did perform well during the period.

Portfolio Composition

Portfolio Credit Quality Ratings¹
By total investments


¹		As a percentage of the Portfolio’s total investments as of 10/31/10. Ratings are based on Moody’s, S&P or Fitch, as applicable. Credit ratings are based largely on the rating agency’s investment analysis at the time of rating and the rating assigned to any particular security is not necessarily a reflection of 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. If securities are rated differently by the rating agencies, the higher rating is applied.

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.

Eaton Vance High Income Opportunities Fund as of October 31, 2010

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 Fund distributions or the redemption 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	19.05	%	18.17	%	18.21	%	19.60	%
Five Years	6.46		5.74		5.69		N.A.
Ten Years	N.A.		5.77		5.75		N.A.
Life of Fund†	6.56		7.02		6.06		20.02

SEC Average Annual Total Returns (including sales charge or applicable CDSC)

One Year	13.41	%	13.17	%	17.21	%	19.60	%
Five Years	5.45		5.46		5.69		N.A.
Ten Years	N.A.		5.77		5.75		N.A.
Life of Fund†	5.79		7.02		6.06		20.02


^†		Inception Dates — Class A: 3/11/04; Class B: 8/19/86; Class C: 6/8/94; Class I: 10/1/09

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 at NAV. 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. During the period, Class A and Class I shares were subject to a 1% redemption fee if redeemed or exchanged within 90 days of settlement of purchase. Effective January 1, 2011, Class A and Class I shares will no longer be subject to a redemption fee.


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 3/1/10.



^*		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 10/31/00 and Class I shares on 10/1/09 (commencement of operations) would have been valued at $15,254 ($14,530 at the maximum offering price), $17,491 and $12,190, respectively, on 10/31/10. 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.

Eaton Vance High Income Opportunities Fund as of October 31, 2010

FUND EXPENSES

Eaton Vance High Income Opportunities Fund


	Beginning Account Value		Ending Account Value		Expenses Paid During Period*
	(5/1/10)		(10/31/10)		(5/1/10 – 10/31/10)


Actual
Class A		$1,000.00		$1,066.50		$5.31
Class B		$1,000.00		$1,065.00		$9.16
Class C		$1,000.00		$1,062.70		$9.15
Class I		$1,000.00		$1,070.20		$4.02





Hypothetical
(5% return per year before expenses)
Class A		$1,000.00		$1,020.10		$5.19
Class B		$1,000.00		$1,016.30		$8.94
Class C		$1,000.00		$1,016.30		$8.94
Class I		$1,000.00		$1,021.30		$3.92


	*	Expenses are equal to the Fund’s annualized expense ratio of 1.02% for Class A shares, 1.76% for Class B shares, 1.76% for Class C shares and 0.77% 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, 2010. The Example reflects the expenses of both the Fund and the Portfolio.

Eaton Vance High Income Opportunities Fund as of October 31, 2010

FINANCIAL STATEMENTS

Statement of Assets and Liabilities


As of October 31, 2010

Assets

Investment in High Income Opportunities Portfolio, at value (identified cost, $470,693,561)	$	453,455,981
Receivable for Fund shares sold		55,348,012


Total assets	$	508,803,993



Liabilities

Payable for Fund shares redeemed	$	1,424,136
Distributions payable		1,371,707
Payable to affiliates:
Distribution and service fees		209,243
Trustees’ fees		42
Accrued expenses		124,382


Total liabilities	$	3,129,510


Net Assets	$	505,674,483



Sources of Net Assets

Paid-in capital	$	606,448,339
Accumulated net realized loss from Portfolio		(84,686,116	)
Accumulated undistributed net investment income		1,149,840
Net unrealized depreciation from Portfolio		(17,237,580	)


Net Assets	$	505,674,483



Class A Shares

Net Assets	$	264,259,124
Shares Outstanding		60,413,982
Net Asset Value and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	4.37
Maximum Offering Price Per Share
(100 ¸ 95.25 of net asset value per share)	$	4.59



Class B Shares

Net Assets	$	57,156,353
Shares Outstanding		13,046,375
Net Asset Value and Offering Price Per Share*
(net assets ¸ shares of beneficial interest outstanding)	$	4.38



Class C Shares

Net Assets	$	125,403,076
Shares Outstanding		28,665,602
Net Asset Value and Offering Price Per Share*
(net assets ¸ shares of beneficial interest outstanding)	$	4.37



Class I Shares

Net Assets	$	58,855,930
Shares Outstanding		13,438,071
Net Asset Value, Offering Price and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	4.38

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, 2010

Investment Income

Interest allocated from Portfolio	$	40,677,816
Dividends allocated from Portfolio		98,801
Miscellaneous income		14,020
Expenses allocated from Portfolio		(2,798,998	)


Total investment income	$	37,991,639





Expenses

Distribution and service fees
Class A	$	627,934
Class B		636,372
Class C		1,189,682
Trustees’ fees and expenses		500
Custodian fee		28,510
Transfer and dividend disbursing agent fees		474,452
Legal and accounting services		23,113
Printing and postage		59,852
Registration fees		57,024
Miscellaneous		14,275


Total expenses	$	3,111,714



Net investment income	$	34,879,925





Realized and Unrealized Gain (Loss) from Portfolio

Net realized gain (loss) —
Investment transactions	$	1,414,775
Swap contracts		370,276


Net realized gain	$	1,785,051


Change in unrealized appreciation (depreciation) —
Investments	$	38,975,238
Swap contracts		(108,465	)


Net change in unrealized appreciation (depreciation)	$	38,866,773



Net realized and unrealized gain	$	40,651,824



Net increase in net assets from operations	$	75,531,749

See notes to financial statements

Eaton Vance High Income Opportunities Fund as of October 31, 2010

FINANCIAL STATEMENTS CONT’D

Statements of Changes in Net Assets


Increase (Decrease)	Year Ended			Year Ended
in Net Assets	October 31, 2010			October 31, 2009

From operations —
Net investment income	$	34,879,925		$	36,281,882
Net realized gain (loss) from investment transactions, swap contracts, and foreign currency and forward foreign currency exchange contract transactions		1,785,051			(40,432,300	)
Net change in unrealized appreciation (depreciation) from investments, swap contracts, foreign currency and forward foreign currency exchange contracts		38,866,773			119,379,632


Net increase in net assets from operations	$	75,531,749		$	115,229,214


Distributions to shareholders —
From net investment income
Class A	$	(22,984,576	)	$	(22,412,054	)
Class B		(5,389,253	)		(8,376,210	)
Class C		(10,032,205	)		(10,551,470	)
Class I		(213,972	)		(1,792	)


Total distributions	$	(38,620,006	)	$	(41,341,526	)


Transactions in shares of beneficial interest —
Proceeds from sale of shares
Class A	$	42,181,680		$	40,132,945
Class B		6,602,128			6,970,738
Class C		19,491,781			21,041,959
Class I		58,308,273			1,103,280
Net asset value of shares issued to shareholders in payment of distributions declared
Class A		13,009,694			11,044,259
Class B		2,806,517			3,712,709
Class C		4,774,171			4,530,679
Class I		22,927			—
Cost of shares redeemed
Class A		(68,058,863	)		(40,175,465	)
Class B		(12,579,905	)		(16,091,036	)
Class C		(24,786,220	)		(19,333,637	)
Class I		(779,728	)		—
Net asset value of shares exchanged
Class A		17,243,476			23,528,815
Class B		(17,243,476	)		(23,528,815	)
Redemption fees		14,816			7,236


Net increase in net assets from Fund share transactions	$	41,007,271		$	12,943,667



Net increase in net assets	$	77,919,014		$	86,831,355



Net Assets

At beginning of year	$	427,755,469		$	340,924,114


At end of year	$	505,674,483		$	427,755,469



Accumulated undistributed net investment income included in net assets

At end of year	$	1,149,840		$	1,755,683

See notes to financial statements

Eaton Vance High Income Opportunities Fund as of October 31, 2010

FINANCIAL STATEMENTS CONT’D

Financial Highlights


	Class A

	Year Ended October 31,

	2010			2009			2008			2007			2006

Net asset value — Beginning of year	$	4.020		$	3.310		$	5.130		$	5.230		$	5.100





Income (Loss) From Operations

Net investment income⁽¹⁾	$	0.346		$	0.365		$	0.419		$	0.418		$	0.401
Net realized and unrealized gain (loss)		0.385			0.763			(1.823	)		(0.105	)		0.142


Total income (loss) from operations	$	0.731		$	1.128		$	(1.404	)	$	0.313		$	0.543





Less Distributions

From net investment income	$	(0.381	)	$	(0.418	)	$	(0.416	)	$	(0.413	)	$	(0.413	)
Tax return of capital		—			—			(0.000	)⁽²⁾		—			—


Total distributions	$	(0.381	)	$	(0.418	)	$	(0.416	)	$	(0.413	)	$	(0.413	)



Redemption fees⁽¹⁾	$	0.000	⁽²⁾	$	0.000	⁽²⁾	$	0.000	⁽²⁾	$	0.000	⁽²⁾	$	0.000	⁽²⁾



Net asset value — End of year	$	4.370		$	4.020		$	3.310		$	5.130		$	5.230



Total Return⁽³⁾		19.05	%		37.83	%		(29.26	)%		6.11	%		11.04	%





Ratios/Supplemental Data

Net assets, end of year (000’s omitted)	$	264,259		$	238,485		$	161,603		$	254,508		$	199,812
Ratios (as a percentage of average daily net assets):
Expenses⁽⁴⁾⁽⁵⁾		1.04	%		1.27	%		1.11	%		1.04	%		0.97	%
Net investment income		8.30	%		10.93	%		9.06	%		7.98	%		7.77	%
Portfolio Turnover of the Portfolio		79	%		72	%		48	%		81	%		62	%


(1)		Computed using average shares outstanding.

(2)		Amount is less than $0.005.

(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

Eaton Vance High Income Opportunities Fund as of October 31, 2010

FINANCIAL STATEMENTS CONT’D

Financial Highlights


	Class B

	Year Ended October 31,

	2010			2009			2008			2007			2006

Net asset value — Beginning of year	$	4.030		$	3.300		$	5.120		$	5.220		$	5.080





Income (Loss) From Operations

Net investment income⁽¹⁾	$	0.316		$	0.345		$	0.383		$	0.379		$	0.363
Net realized and unrealized gain (loss)		0.385			0.773			(1.826	)		(0.107	)		0.149


Total income (loss) from operations	$	0.701		$	1.118		$	(1.443	)	$	0.272		$	0.512





Less Distributions

From net investment income	$	(0.351	)	$	(0.388	)	$	(0.377	)	$	(0.372	)	$	(0.372	)
Tax return of capital		—			—			(0.000	)⁽²⁾		—			—


Total distributions	$	(0.351	)	$	(0.388	)	$	(0.377	)	$	(0.372	)	$	(0.372	)



Redemption fees⁽¹⁾	$	0.000	⁽²⁾	$	0.000	⁽²⁾	$	0.000	⁽²⁾	$	0.000	⁽²⁾	$	0.000	⁽²⁾



Net asset value — End of year	$	4.380		$	4.030		$	3.300		$	5.120		$	5.220



Total Return⁽³⁾		18.17	%		37.31	%		(29.93	)%		5.30	%		10.41	%





Ratios/Supplemental Data

Net assets, end of year (000’s omitted)	$	57,156		$	72,245		$	89,480		$	221,436		$	305,519
Ratios (as a percentage of average daily net assets):
Expenses⁽⁴⁾⁽⁵⁾		1.79	%		2.02	%		1.86	%		1.78	%		1.72	%
Net investment income		7.58	%		10.56	%		8.23	%		7.23	%		7.05	%
Portfolio Turnover of the Portfolio		79	%		72	%		48	%		81	%		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 Portfolio’s allocated expenses.

(5)		Excludes the effect of custody fee credits, if any, of less than 0.005%.

See notes to financial statements

Eaton Vance High Income Opportunities Fund as of October 31, 2010

FINANCIAL STATEMENTS CONT’D

Financial Highlights


	Class C

	Year Ended October 31,

	2010			2009			2008			2007			2006

Net asset value — Beginning of year	$	4.020		$	3.300		$	5.110		$	5.220		$	5.080





Income (Loss) From Operations

Net investment income⁽¹⁾	$	0.315		$	0.341		$	0.383		$	0.378		$	0.363
Net realized and unrealized gain (loss)		0.386			0.767			(1.816	)		(0.116	)		0.149


Total income (loss) from operations	$	0.701		$	1.108		$	(1.433	)	$	0.262		$	0.512





Less Distributions

From net investment income	$	(0.351	)	$	(0.388	)	$	(0.377	)	$	(0.372	)	$	(0.372	)
Tax return of capital		—			—			(0.000	)⁽²⁾		—			—


Total distributions	$	(0.351	)	$	(0.388	)	$	(0.377	)	$	(0.372	)	$	(0.372	)



Redemption fees⁽¹⁾	$	0.000	⁽²⁾	$	0.000	⁽²⁾	$	0.000	⁽²⁾	$	0.000	⁽²⁾	$	0.000	⁽²⁾



Net asset value — End of year	$	4.370		$	4.020		$	3.300		$	5.110		$	5.220



Total Return⁽³⁾		18.21	%		36.97	%		(29.79	)%		5.09	%		10.41	%





Ratios/Supplemental Data

Net assets, end of year (000’s omitted)	$	125,403		$	115,927		$	89,841		$	162,153		$	172,200
Ratios (as a percentage of average daily net assets):
Expenses⁽⁴⁾⁽⁵⁾		1.79	%		2.02	%		1.86	%		1.79	%		1.72	%
Net investment income		7.55	%		10.26	%		8.28	%		7.22	%		7.05	%
Portfolio Turnover of the Portfolio		79	%		72	%		48	%		81	%		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 Portfolio’s allocated expenses.

(5)		Excludes the effect of custody fee credits, if any, of less than 0.005%.

See notes to financial statements

Eaton Vance High Income Opportunities Fund as of October 31, 2010

FINANCIAL STATEMENTS CONT’D

Financial Highlights


	Class I

	Year Ended			Period Ended
	October 31, 2010			October 31, 2009⁽¹⁾

Net asset value — Beginning of period	$	4.020		$	3.980





Income (Loss) From Operations

Net investment income⁽²⁾	$	0.353		$	0.019
Net realized and unrealized gain		0.398			0.057


Total income from operations	$	0.751		$	0.076





Less Distributions

From net investment income	$	(0.391	)	$	(0.036	)


Total distributions	$	(0.391	)	$	(0.036	)



Redemption fees⁽²⁾	$	0.000	⁽³⁾	$	—



Net asset value — End of period	$	4.380		$	4.020



Total Return⁽⁴⁾		19.60	%		1.92	%⁽⁵⁾





Ratios/Supplemental Data

Net assets, end of period (000’s omitted)	$	58,856		$	1,099
Ratios (as a percentage of average daily net assets):
Expenses⁽⁶⁾⁽⁷⁾		0.79	%		1.02	%⁽⁸⁾
Net investment income		8.43	%		11.17	%⁽⁸⁾
Portfolio Turnover of the Portfolio		79	%		72	%⁽⁹⁾


(1)		For the period from the start of business, October 1, 2009, to October 31, 2009.

(2)		Computed using average shares outstanding.

(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.

(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 fiscal year ended October 31, 2009.

See notes to financial statements

Eaton Vance High Income Opportunities Fund as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS

1 Significant 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 Massachusetts business trust, having the same investment objectives 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 (53.2% at October 31, 2010). 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 Investment 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.

At October 31, 2010, the Fund, for federal income tax purposes, had a capital loss carryforward of $75,451,376 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 ($33,167,924) and October 31, 2017 ($42,283,452). During the year ended October 31, 2010, a capital loss carryforward of $2,937,917 was utilized to offset net realized gains by the Fund.

Eaton Vance High Income Opportunities Fund as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS CONT’D

shareholders of a Massachusetts business trust (such as the Trust) could be deemed to have personal liability for the obligations of the Trust. However, the Trust’s Declaration of Trust contains an express disclaimer of liability on the part of Fund shareholders and the By-laws provide that the Fund shall assume the defense on behalf of any Fund shareholders. Moreover, the By-laws also provide for indemnification out of Fund property of any shareholder held personally liable solely by reason of being or having been a shareholder for all loss or expense arising from such liability. 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.

H Redemption 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.

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

2 Distributions to Shareholders

The tax character of distributions declared for the years ended October 31, 2010 and October 31, 2009 was as follows:


	Year Ended October 31,
	2010		2009


Distributions declared from:
Ordinary income	$	38,620,006	$	41,341,526

During the year ended October 31, 2010, accumulated net realized loss was decreased by $137,208,303, accumulated undistributed net investment income was increased by $3,134,238 and paid-in capital was decreased by $140,342,541 due to expired capital loss carryforwards and differences between book and tax accounting, primarily for swap contracts, premium amortization and defaulted bond interest. These reclassifications had no effect on the net assets or net asset value per share of the Fund.

As of October 31, 2010, the components of distributable earnings (accumulated losses) and unrealized appreciation (depreciation) on a tax basis were as follows:


Undistributed ordinary income	$	3,453,624
Capital loss carryforward	$	(75,451,376	)
Net unrealized depreciation	$	(27,404,397	)
Other temporary differences	$	(1,371,707	)

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, investment in partnerships, the timing of recognizing distributions to shareholders, defaulted bond interest and partnership allocations.

3 Transactions with Affiliates

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

Eaton Vance High Income Opportunities Fund as of October 31, 2010

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.

4 Distribution Plans

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, 2010, the Fund paid or accrued to EVD $477,279 and $892,541 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, 2010, the amounts of Uncovered Distribution Charges of EVD calculated under the Class B and Class C Plans were approximately $23,704,000 and $50,968,000, 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, 2010 amounted to $159,093 and $297,141 for Class B and Class C shares, respectively.

5 Contingent 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, 2010, the Fund was informed that EVD received approximately $16,000, $84,000 and $15,000 of CDSCs paid by Class A, Class B and Class C shareholders, respectively.

6 Investment Transactions

For the year ended October 31, 2010, increases and decreases in the Fund’s investment in the Portfolio aggregated $17,257,548 and $72,679,862, respectively.

7 Shares of Beneficial Interest


	Year Ended October 31,
Class A	2010			2009

Sales		10,142,843			11,837,243
Issued to shareholders electing to receive payments of distributions in Fund shares		3,111,988			3,309,499
Redemptions		(16,248,873	)		(12,106,855	)
Exchange from Class B shares		4,118,357			7,360,024


Net increase		1,124,315			10,399,911

Eaton Vance High Income Opportunities Fund as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS CONT’D


	Year Ended October 31,
Class B	2010			2009

Sales		1,580,952			2,108,476
Issued to shareholders electing to receive payments of distributions in Fund shares		671,695			1,137,441
Redemptions		(3,041,203	)		(5,059,818	)
Exchange to Class A shares		(4,106,983	)		(7,348,037	)


Net decrease		(4,895,539	)		(9,161,938	)




	Year Ended October 31,
Class C	2010			2009

Sales		4,662,203			6,266,836
Issued to shareholders electing to receive payments of distributions in Fund shares		1,142,592			1,360,890
Redemptions		(5,952,396	)		(6,039,116	)


Net increase (decrease)		(147,601	)		1,588,610




	Year Ended			Period Ended
Class I	October 31, 2010			October 31, 2009⁽¹⁾

Sales		13,344,162			273,186
Issued to shareholders electing to receive payments of distributions in Fund shares		5,396			—
Redemptions		(184,673	)		—


Net increase		13,164,885			273,186


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

For the years ended October 31, 2010 and October 31, 2009, the Fund received $14,816 and $7,236, respectively, in redemption fees.

At October 31, 2010, pooled income funds (established and maintained by a public charity) managed by EVM owned 11% of the value of the outstanding shares of the Fund.

Eaton Vance High Income Opportunities Fund as of October 31, 2010

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, 2010, 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, 2010, 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 20, 2010

Eaton Vance High Income Opportunities Fund as of October 31, 2010

FEDERAL TAX INFORMATION (Unaudited)

Qualified Dividend Income. The Fund designates approximately $98,801 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%.

High Income Opportunities Portfolio as of October 31, 2010

PORTFOLIO OF INVESTMENTS


Senior Floating-Rate Interests — 5.2%⁽¹⁾

	Principal
	Amount
Security	(000’s omitted)		Value



Aerospace — 0.3%

Hawker Beechcraft Acquisition, Term Loan, 2.26%, Maturing 3/26/14	$	2,557	$	2,147,926
Hawker Beechcraft Acquisition, Term Loan, 2.29%, Maturing 3/26/14		153		128,413


			$	2,276,339




Automotive — 0.6%

Pinafore, LLC, Term Loan, 6.75%, Maturing 9/29/16	$	4,600	$	4,660,016


			$	4,660,016




Automotive & Auto Parts — 0.2%

EPD Holdings, (Goodyear Engineering Products), Term Loan - Second Lien, 6.01%, Maturing 7/13/15	$	2,560	$	2,020,800


			$	2,020,800




Broadcasting — 0.8%

HIT Entertainment, Inc., Term Loan - Second Lien, 5.94%, Maturing 2/26/13	$	9,180	$	6,854,403


			$	6,854,403




Building Materials — 0.7%

Goodman Global Holdings, Inc., Term Loan, Maturing 10/28/16⁽²⁾	$	1,430	$	1,451,271
Goodman Global Holdings, Inc., Term Loan - Second Lien, Maturing 10/27/17⁽²⁾		1,530		1,566,338
Panolam Industries Holdings, Inc., Term Loan, 8.25%, Maturing 12/31/13		1,778		1,641,828
Panolam Industries Holdings, Inc., Term Loan - Second Lien, 12.00%, Maturing 6/30/14		1,387		1,254,305


			$	5,913,742




Capital Goods — 0.3%

Dresser, Inc., Term Loan - Second Lien, 6.11%, Maturing 5/4/15	$	1,080	$	1,080,000
Reynolds Group Holdings, Inc., Term Loan, 2.38%, Maturing 5/5/16⁽³⁾		1,770		1,785,723


			$	2,865,723



Food Service — 0.5%

Burger King Corp., Term Loan, 6.25%, Maturing 10/19/16	$	3,530	$	3,566,624
DineEquity, Inc., Term Loan, 6.00%, Maturing 10/19/17		900		910,500


			$	4,477,124




Gaming — 0.4%

BLB Worldwide Holdings, Term Loan - Second Lien, 0.00%, Maturing 7/18/12⁽⁴⁾	$	5,410	$	128,487
Cannery Casino Resorts, LLC, Term Loan - Second Lien, 4.51%, Maturing 5/16/14		1,580		1,311,400
Great Lakes Entertainment, Term Loan, 9.00%, Maturing 8/15/12		2,338		2,255,803


			$	3,695,690




Health Care — 0.3%

IASIS Healthcare, (PIK), Term Loan, 5.54%, Maturing 6/13/14	$	2,170	$	2,109,096


			$	2,109,096




Super Retail — 0.3%

General Nutrition Centers, Inc., Term Loan, 2.53%, Maturing 9/16/13	$	2,320	$	2,267,800


			$	2,267,800




Transportation Ex Air / Rail — 0.3%

CEVA Group PLC, Term Loan, 3.26%, Maturing 11/4/13	$	2,385	$	2,142,518
CEVA Group PLC, Term Loan, 3.88%, Maturing 11/4/13		590		528,461


			$	2,670,979




Utilities — 0.5%

TXU Texas Competitive Electric Holdings Co., LLC, Term Loan, 3.92%, Maturing 10/10/14	$	5,465	$	4,299,451


			$	4,299,451



Total Senior Floating-Rate Interests
(identified cost $51,851,459)			$	44,111,163

See notes to financial statements

High Income Opportunities Portfolio as of October 31, 2010

PORTFOLIO OF INVESTMENTS CONT’D


Corporate Bonds & Notes — 86.1%

	Principal
	Amount
Security	(000’s omitted)		Value


Aerospace and Defense — 0.2%

BE Aerospace, Inc., 6.875%, 10/1/20	$	1,335	$	1,425,113


			$	1,425,113




Air Transportation — 0.1%

Continental Airlines, 7.033%, 6/15/11	$	817	$	834,296
United Air Lines, Inc., Sr. Notes, 9.875%, 8/1/13⁽⁵⁾		280		309,400


			$	1,143,696




Automotive — 0.9%

Avis Budget Car Rental, LLC / Avis Budget Finance, Inc., 9.625%, 3/15/18	$	1,795	$	1,938,600
Pinafore, LLC/Pinafore, Inc., Sr. Notes, 9.00%, 10/1/18⁽⁵⁾		5,625		6,046,875


			$	7,985,475




Automotive & Auto Parts — 3.8%

Accuride Corp., 9.50%, 8/1/18⁽⁵⁾	$	1,340	$	1,467,300
Affinia Group, Inc., Sr. Notes, 10.75%, 8/15/16⁽⁵⁾		1,415		1,579,494
Allison Transmission, Inc., (PIK), 11.25%, 11/1/15⁽⁵⁾		5,436		5,918,009
American Axle & Manufacturing Holdings, Inc., Sr. Notes, 9.25%, 1/15/17⁽⁵⁾		3,840		4,372,800
Commercial Vehicle Group, Inc., Sr. Notes, 8.00%, 7/1/13		1,660		1,518,900
Ford Motor Credit Co., Sr. Notes, 8.00%, 12/15/16		4,120		4,830,597
Ford Motor Credit Co., Sr. Notes, 8.125%, 1/15/20		1,380		1,690,412
Ford Motor Credit Co., Sr. Notes, 12.00%, 5/15/15		1,305		1,674,250
Goodyear Tire & Rubber Co. (The), Sr. Notes, 10.50%, 5/15/16		1,360		1,564,000
Lear Corp., 7.875%, 3/15/18		545		595,412
Lear Corp., 8.125%, 3/15/20		680		759,900
Navistar International Corp., 8.25%, 11/1/21		3,080		3,391,850
Tower Automotive Holdings USA, LLC/TA Holding Finance, Inc., Sr. Notes, 10.625%, 9/1/17⁽⁵⁾		2,645		2,790,475


			$	32,153,399




Banks and Thrifts — 2.1%

CIT Group, Inc., Sr. Notes, 7.00%, 5/1/14	$	1,450	$	1,464,500
CIT Group, Inc., Sr. Notes, 7.00%, 5/1/17		3,470		3,470,000
General Motors Acceptance Corp., 8.00%, 12/31/18		2,280		2,382,600
General Motors Acceptance Corp., 8.00%, 11/1/31		3,955		4,340,612
General Motors Acceptance Corp., 8.30%, 2/12/15⁽⁵⁾		5,560		6,074,300


			$	17,732,012




Broadcasting — 2.5%

Clear Channel Communications, Inc., Sr. Notes, 4.40%, 5/15/11	$	1,800	$	1,777,500
Clear Channel Communications, Inc., Sr. Notes, 5.00%, 3/15/12		455		439,644
Clear Channel Communications, Inc., Sr. Notes, 6.25%, 3/15/11		9,790		9,814,475
Clear Channel Worldwide Holdings, Inc., Series B, 9.25%, 12/15/17		1,515		1,662,713
Rainbow National Services, LLC, Sr. Sub. Notes, 10.375%, 9/1/14⁽⁵⁾		1,675		1,752,469
Sirius XM Radio, Inc., Sr. Notes, 9.75%, 9/1/15⁽⁵⁾		1,305		1,469,756
XM Satellite Radio Holdings, Inc., 13.00%, 8/1/14⁽⁵⁾		3,575		4,281,062


			$	21,197,619




Building Materials — 1.0%

Associated Materials, LLC, Sr. Notes, 9.125%, 11/1/17⁽⁵⁾	$	2,620	$	2,757,550
Goodman Global Group, Inc., 0.00%, 12/15/14		4,000		2,595,000
Interface, Inc., Sr. Notes, 11.375%, 11/1/13		640		745,600
Interface, Inc., Sr. Sub. Notes, 9.50%, 2/1/14		607		628,245
Norcraft Cos. LP/Norcraft Finance Corp., Sr. Notes, 10.50%, 12/15/15		640		686,400
Ply Gem Industries, Inc., Sr. Notes, 11.75%, 6/15/13		790		852,213


			$	8,265,008




Cable / Satellite TV — 0.3%

Cablevision Systems Corp., Sr. Notes, 7.75%, 4/15/18	$	790	$	866,037
Cablevision Systems Corp., Sr. Notes, 8.625%, 9/15/17		685		776,619
CCO Holdings, LLC/CCO Capital Corp., 7.875%, 4/30/18⁽⁵⁾		410		437,675
CCO Holdings, LLC/CCO Capital Corp., 8.125%, 4/30/20⁽⁵⁾		680		737,800


			$	2,818,131

See notes to financial statements

High Income Opportunities Portfolio as of October 31, 2010

PORTFOLIO OF INVESTMENTS CONT’D


	Principal
	Amount
Security	(000’s omitted)		Value



Capital Goods — 2.1%

American Railcar Industry, Sr. Notes, 7.50%, 3/1/14	$	1,620	$	1,648,350
Amsted Industries, Inc., Sr. Notes, 8.125%, 3/15/18⁽⁵⁾		2,890		3,063,400
Chart Industries, Inc., Sr. Sub. Notes, 9.125%, 10/15/15		2,370		2,423,325
ESCO Corp., Sr. Notes, 8.625%, 12/15/13⁽⁵⁾		2,170		2,245,950
Greenbrier Cos., Inc., 8.375%, 5/15/15		145		145,000
Manitowoc Co., Inc. (The), 9.50%, 2/15/18		740		800,125
RBS Global & Rexnord Corp., 11.75%, 8/1/16		1,870		2,019,600
Reynolds Group Holdings, Inc., Sr. Notes, 8.50%, 5/15/18⁽⁵⁾		2,705		2,779,387
Terex Corp., Sr. Notes, 10.875%, 6/1/16		2,555		2,925,475


			$	18,050,612




Chemicals — 4.1%

BWAY Holding Co., 10.00%, 6/15/18⁽⁵⁾	$	550	$	602,250
Celanese US Holdings, LLC, 6.625%, 10/15/18⁽⁵⁾		805		857,325
CF Industries, Inc., Sr. Notes, 6.875%, 5/1/18		2,740		3,130,450
CF Industries, Inc., Sr. Notes, 7.125%, 5/1/20		2,040		2,371,500
Chemtura Corp., 7.875%, 9/1/18⁽⁵⁾		1,855		2,008,037
CII Carbon, LLC, 11.125%, 11/15/15⁽⁵⁾		1,755		1,873,462
Hexion US Finance Corp. / Hexion Nova Scotia Finance ULC, Sr. Notes, 9.00%, 11/15/20⁽⁵⁾		935		974,738
INEOS Finance PLC, Sr. Notes, 9.00%, 5/15/15⁽⁵⁾		2,475		2,635,875
INEOS Group Holdings PLC, Sr. Sub. Notes, 8.50%, 2/15/16⁽⁵⁾		4,115		3,765,225
Koppers, Inc., 7.875%, 12/1/19		315		342,563
LBI Escrow Corp., Sr. Notes, 8.00%, 11/1/17⁽⁵⁾		4,075		4,472,312
Lyondell Chemical Co., Sr. Notes, 11.00%, 5/1/18		1,590		1,788,750
Momentive Performance Materials, Inc., 9.00%, 1/15/21⁽⁵⁾		1,325		1,378,000
Nova Chemicals Corp., Sr. Notes, 8.375%, 11/1/16		1,610		1,766,975
PolyOne Corp., Sr. Notes, 7.375%, 9/15/20		535		569,106
Reichhold Industries, Inc., Sr. Notes, 9.00%, 8/15/14⁽⁵⁾		3,590		3,231,000
Solutia, Inc., 8.75%, 11/1/17		1,420		1,597,500
Vertellus Specialties, Inc., Sr. Notes, 9.375%, 10/1/15⁽⁵⁾		1,085		1,170,444


			$	34,535,512




Consumer Products — 2.9%

ACCO Brands Corp., Sr. Notes, 10.625%, 3/15/15	$	1,920	$	2,176,800
Amscan Holdings, Inc., Sr. Sub. Notes, 8.75%, 5/1/14		5,960		6,123,900
Diversey Holdings, Inc., Sr. Notes, 10.50%, 5/15/20		1,328		1,550,547
Revlon Consumer Products Corp., 9.75%, 11/15/15		3,560		3,729,100
Reynolds Group Holdings, Inc., Sr. Notes, 7.125%, 4/15/19⁽⁵⁾		2,650		2,775,875
Reynolds Group Holdings, Inc., Sr. Notes, 9.00%, 4/15/19⁽⁵⁾		2,650		2,765,937
Scotts Miracle-Gro Co. (The), 7.25%, 1/15/18		550		589,188
Sealy Mattress Co., Sr. Notes, 10.875%, 4/15/16⁽⁵⁾		1,125		1,292,344
Spectrum Brands Holdings Inc., (PIK), 12.00%, 8/28/19		3,060		3,465,450


			$	24,469,141




Containers — 0.6%

Ardagh Packaging Finance PLC, 9.125%, 10/15/20⁽⁵⁾	$	1,100	$	1,171,500
Ardagh Packaging Finance PLC, Sr. Notes, 7.375%, 10/15/17⁽⁵⁾		785		836,025
Intertape Polymer US, Inc., Sr. Sub. Notes, 8.50%, 8/1/14		3,855		3,257,475


			$	5,265,000




Diversified Media — 3.1%

Catalina Marketing Corp., (PIK), 10.50%, 10/1/15⁽⁵⁾	$	14,135	$	15,195,125
Catalina Marketing Corp., 11.625%, 10/1/17⁽⁵⁾		3,090		3,445,350
LBI Media, Inc., Sr. Disc. Notes, 11.00%, 10/15/13		1,960		1,776,250
MDC Partners, Inc., 11.00%, 11/1/16⁽⁵⁾		1,435		1,600,025
Nielsen Finance, LLC, 10.00%, 8/1/14		384		404,640
Nielsen Finance, LLC, 11.50%, 5/1/16		1,870		2,159,850
Nielsen Finance, LLC, (0.00% until 8/1/11), 12.50%, 8/1/16		1,520		1,556,100
Nielsen Finance, LLC, Sr. Notes, 11.625%, 2/1/14		220		254,100


			$	26,391,440




Electric Utilities — 0.1%

Dynegy Holdings, Inc., Sr. Notes, 7.75%, 6/1/19	$	820	$	563,750


			$	563,750




Energy — 8.9%

Abengoa Finance SAU, 8.875%, 11/1/17⁽⁵⁾	$	4,060	$	4,019,400
Anadarko Petroleum Corp., Sr. Notes, 6.375%, 9/15/17		3,315		3,688,097
ATP Oil & Gas Corp., Sr. Notes, 11.875%, 5/1/15⁽⁵⁾		3,000		2,752,500
Berry Petroleum Co., Sr. Notes, 10.25%, 6/1/14		1,905		2,207,419
Bill Barrett Corp., 9.875%, 7/15/16		385		425,425

See notes to financial statements

High Income Opportunities Portfolio as of October 31, 2010

PORTFOLIO OF INVESTMENTS CONT’D


	Principal
	Amount
Security	(000’s omitted)		Value


Energy (continued)


Calpine Corp., Sr. Notes, 7.50%, 2/15/21⁽⁵⁾	$	6,870	$	7,067,512
Carrizo Oil & Gas, Inc., 8.625%, 10/15/18⁽⁵⁾		1,055		1,067,622
Coffeyville Resources, LLC/Coffeyville Finance, Inc., Sr. Notes, 9.00%, 4/1/15⁽⁵⁾		2,540		2,736,850
Compton Petroleum Finance Corp., 10.00%, 9/15/17		1,025		881,827
Continental Resources, Inc., 7.125%, 4/1/21⁽⁵⁾		670		726,950
Continental Resources, Inc., 7.375%, 10/1/20⁽⁵⁾		280		304,500
Denbury Resources, Inc., 8.25%, 2/15/20		1,639		1,835,680
Denbury Resources, Inc., Sr. Sub. Notes, 9.75%, 3/1/16		3,050		3,469,375
El Paso Corp., Sr. Notes, 9.625%, 5/15/12		2,880		3,117,761
El Paso Tennessee Pipeline Co., Sr. Notes, 7.25%, 12/15/25		3,520		3,584,425
Energy Transfer Equity, L.P., 7.50%, 10/15/20		1,065		1,166,175
Expro Finance Luxembourg SCA, 8.50%, 12/15/16⁽⁵⁾		2,905		2,875,950
Forbes Energy Services, Sr. Notes, 11.00%, 2/15/15		3,780		3,619,350
Harvest Operations Corp., 6.875%, 10/1/17⁽⁵⁾		800		844,000
Holly Corp., 9.875%, 6/15/17		1,710		1,881,000
McJunkin Red Man Corp., Sr. Notes, 9.50%, 12/15/16⁽⁵⁾		2,080		1,924,000
OPTI Canada, Inc., Sr. Notes, 7.875%, 12/15/14		1,915		1,445,825
OPTI Canada, Inc., Sr. Notes, 8.25%, 12/15/14		2,060		1,570,750
Petroleum Development Corp., Sr. Notes, 12.00%, 2/15/18		1,570		1,766,250
Petroplus Finance, Ltd., 6.75%, 5/1/14⁽⁵⁾		200		192,000
Petroplus Finance, Ltd., 7.00%, 5/1/17⁽⁵⁾		1,480		1,361,600
Petroplus Finance, Ltd., Sr. Notes, 9.375%, 9/15/19⁽⁵⁾		3,235		3,121,775
Quicksilver Resources, Inc., Sr. Notes, 11.75%, 1/1/16		2,720		3,155,200
Rosetta Resources, Inc., 9.50%, 4/15/18		1,015		1,063,213
SandRidge Energy, Inc., 8.75%, 1/15/20		1,615		1,687,675
SandRidge Energy, Inc., Sr. Notes, (PIK), 8.625%, 4/1/15		5,085		5,224,838
SESI, LLC, Sr. Notes, 6.875%, 6/1/14		700		710,500
United Refining Co., Sr. Notes, 10.50%, 8/15/12		4,575		4,231,875


			$	75,727,319




Entertainment / Film — 1.7%

AMC Entertainment, Inc., 11.00%, 2/1/16	$	10,255	$	10,985,669
Regal Entertainment Group, 9.125%, 8/15/18		930		993,938
WMG Acquisition Corp., Sr. Notes, 9.50%, 6/15/16		2,335		2,527,637


			$	14,507,244



Environmental — 0.1%

Casella Waste Systems, Inc., Sr. Notes, 11.00%, 7/15/14	$	650	$	722,313


			$	722,313




Food & Drug Retail — 0.2%

Rite Aid Corp., Sr. Notes, 8.00%, 8/15/20⁽⁵⁾	$	1,990	$	2,059,650


			$	2,059,650




Food Service — 0.2%

DineEquity, Inc., Sr. Notes, 9.50%, 10/30/18⁽⁵⁾	$	1,310	$	1,401,700


			$	1,401,700




Food / Beverage / Tobacco — 2.5%

ASG Consolidated, LLC/ASG Finance, Inc., Sr. Notes, 15.00%, 5/15/17⁽⁵⁾	$	1,610	$	1,521,450
ASG Consolidated, LLC/ASG Finance, Inc., Sr. Sub. Notes, 10.75%, 5/15/16⁽⁵⁾		2,480		2,604,000
Dole Foods Co., Sr. Notes, 13.875%, 3/15/14		1,680		2,081,100
Michael Foods, Inc., Sr. Notes, 9.75%, 7/15/18⁽⁵⁾		2,695		2,951,025
Pinnacle Foods Finance, LLC, 8.25%, 9/1/17⁽⁵⁾		265		277,587
Pinnacle Foods Finance, LLC, 9.25%, 4/1/15⁽⁵⁾		1,925		2,038,094
Pinnacle Foods Finance, LLC, 9.25%, 4/1/15		1,215		1,286,381
Pinnacle Foods Finance, LLC, 10.625%, 4/1/17		175		191,188
Smithfield Foods, Inc., Sr. Notes, 7.75%, 5/15/13		1,000		1,053,750
Smithfield Foods, Inc., Sr. Notes, 10.00%, 7/15/14⁽⁵⁾		2,140		2,477,050
U.S. Foodservice, Inc., Sr. Notes, 10.75%, 6/30/15⁽⁵⁾		4,770		4,984,650


			$	21,466,275




Gaming — 5.2%

Buffalo Thunder Development Authority, 9.375%, 12/15/14⁽⁴⁾⁽⁵⁾	$	5,755	$	1,525,075
CCM Merger, Inc., 8.00%, 8/1/13⁽⁵⁾		1,480		1,391,200
Chukchansi EDA, Sr. Notes, Variable Rate, 4.123%, 11/15/12⁽⁵⁾		595		380,800
Eldorado Casino Shreveport, (PIK), 10.00%, 8/1/12⁽⁶⁾		705		621,378
Fontainebleau Las Vegas Casino, LLC, 11.00%, 6/15/15⁽⁴⁾⁽⁵⁾		9,480		74,607
Harrah’s Operating Co., Inc., 5.375%, 12/15/13		1,095		1,001,925
Harrah’s Operating Co., Inc., 5.625%, 6/1/15		7,765		5,823,750
Harrah’s Operating Co., Inc., Sr. Notes, 10.00%, 12/15/18		670		584,575
Harrah’s Operating Co., Inc., Sr. Notes, 11.25%, 6/1/17		3,760		4,173,600

See notes to financial statements

High Income Opportunities Portfolio as of October 31, 2010

PORTFOLIO OF INVESTMENTS CONT’D


	Principal
	Amount
Security	(000’s omitted)		Value


Gaming (continued)


Harrah’s Operating Co., Inc., Sr. Notes, 12.75%, 4/15/18⁽⁵⁾	$	2,760	$	2,746,200
Inn of the Mountain Gods Resort & Casino, Sr. Notes, 12.00%, 11/15/10⁽⁴⁾		3,615		1,482,150
Majestic HoldCo, LLC, 12.50%, 10/15/11⁽⁴⁾⁽⁵⁾		1,620		29,160
MGM Resorts International, 6.75%, 9/1/12		1,205		1,194,456
MGM Resorts International, Sr. Notes, 9.00%, 3/15/20⁽⁵⁾		680		747,150
MGM Resorts International, Sr. Notes, 10.375%, 5/15/14		1,305		1,474,650
MGM Resorts International, Sr. Notes, 11.125%, 11/15/17		1,350		1,559,250
Mohegan Tribal Gaming Authority, Sr. Sub. Notes, 6.875%, 2/15/15		2,930		2,029,025
Mohegan Tribal Gaming Authority, Sr. Sub. Notes, 7.125%, 8/15/14		2,760		1,904,400
Mohegan Tribal Gaming Authority, Sr. Sub. Notes, 8.00%, 4/1/12		2,765		2,422,831
Mohegan Tribal Gaming Authority, Sr. Sub. Notes, 8.375%, 7/1/11		1,000		943,016
Mohegan Tribal Gaming Authority, Sr. Sub. Notes, 11.50%, 11/1/17⁽⁵⁾		1,620		1,490,400
Peninsula Gaming, LLC, 8.375%, 8/15/15		390		415,350
Peninsula Gaming, LLC, 10.75%, 8/15/17		1,935		2,070,450
San Pasqual Casino, 8.00%, 9/15/13⁽⁵⁾		1,335		1,301,625
Seminole Hard Rock Entertainment, Variable Rate, 2.792%, 3/15/14⁽⁵⁾		990		883,575
Tunica-Biloxi Gaming Authority, Sr. Notes, 9.00%, 11/15/15⁽⁵⁾		3,605		3,294,069
Waterford Gaming, LLC, Sr. Notes, 8.625%, 9/15/14⁽⁵⁾⁽⁶⁾		4,371		2,818,858


			$	44,383,525




Health Care — 6.1%

Accellent, Inc., Sr. Notes, 8.375%, 2/1/17	$	2,840	$	3,010,400
Alere, Inc., 9.00%, 5/15/16		760		815,100
Alere, Inc., Sr. Notes, 7.875%, 2/1/16		1,375		1,447,188
American Renal Holdings, Sr. Notes, 8.375%, 5/15/18⁽⁵⁾		550		585,750
Biomet, Inc., 11.625%, 10/15/17		6,755		7,641,594
Biomet, Inc., (PIK), 10.375%, 10/15/17		1,435		1,607,200
DJO Finance, LLC/DJO Finance Corp., 9.75%, 10/15/17⁽⁵⁾		1,060		1,107,700
DJO Finance, LLC/DJO Finance Corp., 10.875%, 11/15/14		3,785		4,168,231
HCA, Inc., (PIK), 9.625%, 11/15/16		515		561,350
HCA, Inc., Sr. Notes, 9.875%, 2/15/17		2,195		2,474,862
inVentiv Health, Inc., Sr. Notes, 10.00%, 8/15/18⁽⁵⁾		935		944,350
LifePoint Hospitals, Inc., 6.625%, 10/1/20⁽⁵⁾		1,005		1,062,788
Multiplan, Inc., 9.875%, 9/1/18⁽⁵⁾		2,800		3,003,000
National Mentor Holdings, Inc., 11.25%, 7/1/14		3,670		3,789,275
Patheon, Inc., Sr. Notes, 8.625%, 4/15/17⁽⁵⁾		1,080		1,125,900
Quintiles Transnational Corp., (PIK), Sr. Notes, 9.50%, 12/30/14⁽⁵⁾		6,210		6,349,725
Res-Care, Inc., Sr. Notes, 7.75%, 10/15/13		1,240		1,261,700
Rural/Metro Corp., Sr. Disc. Notes, 12.75%, 3/15/16		2,470		2,642,900
Sabra Health Care LP / Sabra Capital Corp., 8.125%, 11/1/18⁽⁵⁾		925		962,000
US Oncology, Inc., 10.75%, 8/15/14		1,655		1,723,269
US Oncology, Inc., Sr. Notes, 9.125%, 8/15/17		2,040		2,279,700
Valeant Pharmaceuticals International, 6.75%, 10/1/17⁽⁵⁾		1,365		1,428,131
Valeant Pharmaceuticals International, 7.00%, 10/1/20⁽⁵⁾		2,045		2,152,362


			$	52,144,475




Homebuilders / Real Estate — 1.1%

CB Richard Ellis Service, Inc., 6.625%, 10/15/20⁽⁵⁾	$	2,625	$	2,677,500
CB Richard Ellis Service, Inc., Sr. Sub. Notes, 11.625%, 6/15/17		5,470		6,399,900


			$	9,077,400




Hotels — 1.0%

Mandalay Resort Group, 6.375%, 12/15/11	$	2,850	$	2,867,813
MCE Finance, Ltd., Sr. Notes, 10.25%, 5/15/18⁽⁵⁾		2,100		2,380,875
Wynn Las Vegas, LLC / Wynn Las Vegas Capital Corp., 7.75%, 8/15/20⁽⁵⁾		2,680		2,921,200


			$	8,169,888




Insurance — 0.5%

Alliant Holdings I, Inc., 11.00%, 5/1/15⁽⁵⁾	$	2,225	$	2,350,156
HUB International Holdings, Inc., Sr. Notes, 9.00%, 12/15/14⁽⁵⁾		670		679,213
U.S.I. Holdings Corp., Sr. Notes, Variable Rate, 4.251%, 11/15/14⁽⁵⁾		1,200		1,044,000


			$	4,073,369




Leisure — 1.4%

HRP Myrtle Beach Operations, LLC/HRP Myrtle Beach Capital Corp., 12.50%, 4/1/13^(4)(5)(6)	$	2,315	$	0
HRP Myrtle Beach Operations, LLC/HRP Myrtle Beach Capital Corp., Sr. Notes, (PIK), 14.50%, 4/1/14^(4)(5)(6)		3,274		0
HRP Myrtle Beach Operations, LLC/HRP Myrtle Beach Capital Corp., Variable Rate, 0.00%, 4/1/12^(4)(5)(6)		3,985		0

See notes to financial statements

High Income Opportunities Portfolio as of October 31, 2010

PORTFOLIO OF INVESTMENTS CONT’D


	Principal
	Amount
Security	(000’s omitted)		Value


Leisure (continued)


Live Nation Entertainment, Inc., Sr. Notes, 8.125%, 5/15/18⁽⁵⁾	$	590	$	610,650
MU Finance PLC, Sr. Notes, 8.375%, 2/1/17⁽⁵⁾		660		661,650
Royal Caribbean Cruises, Sr. Notes, 6.875%, 12/1/13		858		926,100
Royal Caribbean Cruises, Sr. Notes, 7.00%, 6/15/13		1,750		1,903,125
Royal Caribbean Cruises, Sr. Notes, 7.25%, 6/15/16		535		585,825
Royal Caribbean Cruises, Sr. Notes, 7.25%, 3/15/18		1,355		1,480,338
Universal City Development Partners, Ltd./UCDP Finance, Inc., 8.875%, 11/15/15		1,965		2,092,725
Universal City Development Partners, Ltd./UCDP Finance, Inc., 10.875%, 11/15/16		3,515		3,892,862


			$	12,153,275




Machinery — 0.3%

Manitowoc Co., Inc. (The), 8.50%, 11/1/20	$	2,625	$	2,752,969


			$	2,752,969




Metals / Mining — 4.1%

Arch Coal, Inc., 7.25%, 10/1/20	$	925	$	1,017,500
Arch Coal, Inc., Sr. Notes, 8.75%, 8/1/16		765		862,538
Cloud Peak Energy Resources, LLC / Cloud Peak Energy Finance Corp., 8.50%, 12/15/19		1,555		1,718,275
Consol Energy, Inc., 8.00%, 4/1/17⁽⁵⁾		1,630		1,793,000
Consol Energy, Inc., 8.25%, 4/1/20⁽⁵⁾		1,365		1,528,800
FMG Finance PTY, Ltd., 10.625%, 9/1/16⁽⁵⁾		6,510		9,634,800
FMG Resources PTY, Ltd., Sr. Notes, 7.00%, 11/1/15⁽⁵⁾		6,650		6,849,500
Murray Energy Corp., Sr. Notes, 10.25%, 10/15/15⁽⁵⁾		3,700		3,959,000
Novelis, Inc./GA, Sr. Notes, 11.50%, 2/15/15		785		914,525
Teck Resources, Ltd., Sr. Notes, 10.25%, 5/15/16		893		1,104,062
Teck Resources, Ltd., Sr. Notes, 10.75%, 5/15/19		4,370		5,590,978


			$	34,972,978




Paper — 1.5%

ABI Escrow Corp., Sr. Notes, 10.25%, 10/15/18⁽⁵⁾	$	1,990	$	2,134,275
Boise Paper Holdings, LLC, 8.00%, 4/1/20		545		591,325
Boise Paper Holdings, LLC, Sr. Notes, 9.00%, 11/1/17		1,825		1,998,375
Domtar Corp., Sr. Notes, 10.75%, 6/1/17		2,300		2,895,125
Verso Paper Holdings, LLC/Verso Paper, Inc., 11.375%, 8/1/16		2,515		2,433,262
Verso Paper Holdings, LLC/Verso Paper, Inc., Sr. Notes, 9.125%, 8/1/14		2,225		2,302,875
Verso Paper Holdings, LLC/Verso Paper, Inc., Sr. Notes, Variable Rate, 4.216%, 8/1/14		245		221,113


			$	12,576,350




Railroad — 0.2%

Kansas City Southern Mexico, Sr. Notes, 7.375%, 6/1/14	$	1,150	$	1,207,500
Kansas City Southern Mexico, Sr. Notes, 7.625%, 12/1/13		650		677,625


			$	1,885,125




Restaurants — 0.4%

NPC International, Inc., Sr. Sub. Notes, 9.50%, 5/1/14	$	3,380	$	3,515,200


			$	3,515,200




Services — 7.0%

Brickman Group Holdings, Inc., Sr. Notes, 9.125%, 11/1/18⁽⁵⁾	$	550	$	569,250
Education Management, LLC, Sr. Sub. Notes, 10.25%, 6/1/16		998		1,022,950
First Data Corp., (PIK), 10.55%, 9/24/15		3,158		2,684,512
Hertz Corp., 7.50%, 10/15/18⁽⁵⁾		205		212,175
Hertz Corp., 8.875%, 1/1/14		1,515		1,564,238
Hertz Corp., 10.50%, 1/1/16		625		667,969
Laureate Education, Inc., 10.00%, 8/15/15⁽⁵⁾		7,020		7,230,600
Laureate Education, Inc., 11.75%, 8/15/17⁽⁵⁾		3,930		4,244,400
Laureate Education, Inc., (PIK), 10.25%, 8/15/15⁽⁵⁾		11,291		11,677,902
MDC Partners, Inc., 11.00%, 11/1/16		2,200		2,453,000
MediMedia USA, Inc., Sr. Sub. Notes, 11.375%, 11/15/14⁽⁵⁾		2,575		2,227,375
Muzak, LLC/Muzak Finance, Sr. Notes, (PIK), 15.00%, 7/31/14		1,667		1,185,832
RSC Equipment Rental, Inc., 10.25%, 11/15/19		1,330		1,453,025
RSC Equipment Rental, Inc., Sr. Notes, 10.00%, 7/15/17⁽⁵⁾		3,290		3,693,025
ServiceMaster Co. (The), (PIK), 10.75%, 7/15/15⁽⁵⁾		910		980,525
Sitel LLC/Sitel Finance Corp., Sr. Notes, 11.50%, 4/1/18⁽⁵⁾		830		674,375
Ticketmaster Entertainment, Inc., 10.75%, 8/1/16		3,250		3,615,625
TransUnion LLC/TransUnion Financing Corp., 11.375%, 6/15/18⁽⁵⁾		2,040		2,361,300
Tutor Perini Corp., 7.625%, 11/1/18⁽⁵⁾		2,350		2,397,000
United Rentals North America, Inc., 7.75%, 11/15/13		1,055		1,066,869

See notes to financial statements

High Income Opportunities Portfolio as of October 31, 2010

PORTFOLIO OF INVESTMENTS CONT’D


	Principal
	Amount
Security	(000’s omitted)		Value


Services (continued)


United Rentals North America, Inc., 8.375%, 9/15/20	$	2,660	$	2,713,200
United Rentals North America, Inc., 10.875%, 6/15/16		2,345		2,685,025
West Corp., 9.50%, 10/15/14		2,165		2,278,662


			$	59,658,834




Steel — 0.2%

AK Steel Corp., 7.625%, 5/15/20	$	1,140	$	1,192,725
RathGibson, Inc., Sr. Notes, 11.25%, 2/15/14⁽⁴⁾		5,225		53,295
United States Steel Corp., Sr. Notes, 7.375%, 4/1/20		680		713,150


			$	1,959,170




Super Retail — 5.5%

Express, LLC/Express Finance Corp., 8.75%, 3/1/18	$	4,300	$	4,601,000
General Nutrition Center, Sr. Notes, (PIK), Variable Rate, 5.75%, 3/15/14		1,425		1,419,656
General Nutrition Center, Sr. Sub. Notes, 10.75%, 3/15/15		7,380		7,564,500
Limited Brands, Inc., 8.50%, 6/15/19		3,135		3,714,975
Michaels Stores, Inc., (0.00% until 11/1/11), 13.00%, 11/1/16		4,030		3,964,513
Michaels Stores, Inc., Sr. Notes, 7.75%, 11/1/18⁽⁵⁾		670		666,650
Neiman Marcus Group, Inc., (PIK), 9.00%, 10/15/15		4,284		4,498,072
Sally Holdings, LLC, Sr. Notes, 10.50%, 11/15/16		8,905		9,817,762
Toys “R” Us, 10.75%, 7/15/17		5,500		6,311,250
Toys “R” Us, Sr. Notes, 7.375%, 9/1/16⁽⁵⁾		1,760		1,841,400
Toys “R” Us Property Co., LLC, 8.50%, 12/1/17⁽⁵⁾		60		65,250
Yankee Acquisition Corp., 9.75%, 2/15/17		2,370		2,482,575


			$	46,947,603




Technology — 2.6%

Advanced Micro Devices, Inc., 8.125%, 12/15/17	$	1,005	$	1,090,425
Advanced Micro Devices, Inc., Sr. Notes, 7.75%, 8/1/20⁽⁵⁾		700		745,500
Alliant Techsystems, Inc., 6.875%, 9/15/20		690		729,675
Avaya, Inc., Sr. Notes, 9.75%, 11/1/15		2,930		2,962,963
Avaya, Inc., Sr. Notes, (PIK), 10.125%, 11/1/15		4,533		4,583,556
Brocade Communications Systems, Inc., Sr. Notes, 6.625%, 1/15/18		680		727,600
Brocade Communications Systems, Inc., Sr. Notes, 6.875%, 1/15/20		855		923,400
SSI Investments II, Sr. Notes, 11.125%, 6/1/18⁽⁵⁾		3,020		3,397,500
SunGard Data Systems, Inc., Sr. Notes, 10.625%, 5/15/15		6,375		7,155,937


			$	22,316,556




Telecommunications — 6.8%

Clearwire Communications, LLC/Clearwire Finance, Inc., Sr. Notes, 12.00%, 12/1/15⁽⁵⁾	$	3,770	$	4,203,550
Digicel Group, Ltd., Sr. Notes, 8.25%, 9/1/17⁽⁵⁾		1,175		1,241,094
Digicel Group, Ltd., Sr. Notes, 12.00%, 4/1/14⁽⁵⁾		1,940		2,281,925
Intelsat Bermuda, Ltd., 11.25%, 6/15/16		2,825		3,089,844
Intelsat Jackson Holdings, Ltd., 9.50%, 6/15/16		2,413		2,587,942
Intelsat Jackson Holdings, Ltd., 11.50%, 6/15/16		700		764,750
Intelsat Luxembourg SA, (PIK), 11.50%, 2/4/17		2,745		2,981,756
Intelsat SA, Sr. Notes, 6.50%, 11/1/13		1,485		1,503,562
Intelsat Subsidiary Holdings Co., Ltd., 8.875%, 1/15/15⁽⁵⁾		395		408,825
Nextel Communications, Inc., Series E, 6.875%, 10/31/13		815		825,188
NII Capital Corp., 8.875%, 12/15/19		3,235		3,615,112
NII Capital Corp., 10.00%, 8/15/16		2,740		3,120,175
SBA Telecommunications, Inc., 8.00%, 8/15/16		1,145		1,268,088
SBA Telecommunications, Inc., 8.25%, 8/15/19		765		864,450
Sprint Capital Corp., 6.875%, 11/15/28		1,115		1,056,463
Sprint Capital Corp., 6.90%, 5/1/19		5,080		5,219,700
Telesat Canada/Telesat, LLC, Sr. Notes, 11.00%, 11/1/15		8,040		9,065,100
Telesat Canada/Telesat, LLC, Sr. Sub. Notes, 12.50%, 11/1/17		4,060		4,811,100
Wind Acquisition Finance SA, 12.00%, 12/1/15⁽⁵⁾		2,530		2,694,450
Wind Acquisition Finance SA, Sr. Notes, 11.75%, 7/15/17⁽⁵⁾		3,680		4,213,600
Wind Acquisition Finance SA, Sr. Notes, (PIK), 12.25%, 7/15/17⁽⁵⁾		2,140		2,415,910


			$	58,232,584




Textiles / Apparel — 0.7%

Oxford Industries, Inc., Sr. Notes, 11.375%, 7/15/15	$	2,420	$	2,764,850
Phillips-Van Heusen Corp., Sr. Notes, 7.75%, 11/15/23		2,780		3,086,136


			$	5,850,986




Transportation Ex Air / Rail — 2.4%

AMGH Merger Sub, Inc., 9.25%, 11/1/18⁽⁵⁾	$	830	$	863,200
AWAS Aviation Capital, Ltd., Sr. Notes, 7.00%, 10/15/16⁽⁵⁾		2,440		2,452,725
CEVA Group PLC, Sr. Notes, 11.50%, 4/1/18⁽⁵⁾		2,815		3,012,050
CEVA Group PLC, Sr. Notes, 11.625%, 10/1/16⁽⁵⁾		2,065		2,245,687

See notes to financial statements

High Income Opportunities Portfolio as of October 31, 2010

PORTFOLIO OF INVESTMENTS CONT’D


	Principal
	Amount
Security	(000’s omitted)		Value


Transportation Ex Air / Rail (continued)


CHC Helicopter SA, Sr. Notes, 9.25%, 10/15/20⁽⁵⁾	$	6,695	$	7,029,750
Swift Transportation Co., Inc., Sr. Notes, 12.50%, 5/15/17⁽⁵⁾		1,490		1,549,600
Teekay Corp., Sr. Notes, 8.50%, 1/15/20		1,470		1,640,888
Western Express, Inc., 12.50%, 4/15/15⁽⁵⁾		2,000		1,920,000


			$	20,713,900




Utilities — 1.7%

AES Eastern Energy, Series 99-A, 9.00%, 1/2/17	$	1,943	$	2,039,846
Calpine Construction Finance Co., Sr. Notes, 8.00%, 6/1/16⁽⁵⁾		3,315		3,605,062
NGC Corp., 7.625%, 10/15/26		3,205		1,939,025
NRG Energy, Inc., 8.25%, 9/1/20⁽⁵⁾		3,315		3,530,475
NRG Energy, Inc., Sr. Notes, 7.375%, 2/1/16		2,670		2,786,813
Reliant Energy, Inc., Sr. Notes, 7.625%, 6/15/14		370		374,625


			$	14,275,846



Total Corporate Bonds & Notes
(identified cost $714,372,066)			$	733,540,442




Convertible Bonds — 0.1%

Security	Shares		Value



Health Care — 0.1%

Kendle International, Inc., 3.375%, 7/15/12		955	$	882,181


			$	882,181



Total Convertible Bonds
(identified cost $908,136)			$	882,181




Common Stocks — 3.6%

Security	Shares		Value



Building Materials — 0.3%

Panolam Holdings Co.⁽⁶⁾⁽⁷⁾		3,117	$	2,478,358


			$	2,478,358




Consumer Products — 0.0%⁽¹²⁾

HF Holdings, Inc.⁽⁶⁾⁽⁸⁾		13,600	$	154,632


			$	154,632



Energy — 0.1%

SemGroup Corp.⁽⁸⁾		16,378	$	381,608


			$	381,608




Gaming — 0.0%⁽¹²⁾

Fontainebleau Equity Holdings, Class A^(6)(7)(8)		148,726	$	1,487
Greektown Superholdings, Inc.⁽⁸⁾		892		69,576
Shreveport Gaming Holdings, Inc.⁽⁶⁾		4,858		87,444


			$	158,507




Publishing / Printing — 0.0%⁽¹²⁾

Dex One Corp.⁽⁸⁾		7,886	$	55,281


			$	55,281




Services — 0.9%

Geo Group, Inc. (The)⁽⁸⁾		300,000	$	7,695,000


			$	7,695,000




Steel — 0.6%

RathGibson Acquisition Co., LLC^(6)(7)(8)		233,000	$	5,461,520


			$	5,461,520




Super Retail — 1.0%

Express, Inc.⁽⁸⁾		244,500	$	3,344,760
GameStop Corp., Class A⁽⁸⁾		200,000		3,932,000
GNC Acquisition Holdings, Class A^(6)(7)(8)		108,818		1,403,752


			$	8,680,512




Technology — 0.7%

Amkor Technology, Inc.⁽⁸⁾		800,000	$	5,768,000


			$	5,768,000



Total Common Stocks
(identified cost $27,464,685)			$	30,833,418

See notes to financial statements

High Income Opportunities Portfolio as of October 31, 2010

PORTFOLIO OF INVESTMENTS CONT’D


Convertible Preferred Stocks — 0.3%

Security	Shares			Value


Energy — 0.3%

Chesapeake Energy Corp., 4.50%		22,471		$	2,049,580
Chesapeake Energy Corp., 5.00%⁽⁵⁾		6,292			505,720


				$	2,555,300



Total Convertible Preferred Stocks
(identified cost $2,908,400)				$	2,555,300




Preferred Stocks — 0.2%

Security	Shares/Units			Value



Diversified Financial Services — 0.1%

Citigroup Capital XIII, 7.875%		26,702		$	707,603


				$	707,603





Gaming — 0.0%⁽¹²⁾

Fontainebleau Resorts LLC (PIK)^(6)(7)(8)		4,544		$	45


				$	45




Homebuilders / Real Estate — 0.1%

GGP Capital Trust I⁽⁵⁾⁽⁸⁾		3,000,000	⁽⁹⁾	$	1,140,000


				$	1,140,000




Services — 0.0%⁽¹²⁾

Muzak Holdings LLC, Variable Rate, (PIK), 10%⁽⁷⁾⁽⁸⁾		102,000		$	178,490


				$	178,490




Super Retail — 0.0%⁽¹²⁾

GNC Acquisition Holdings^(6)(7)(8)		37,182		$	242,055


				$	242,055



Total Preferred Stocks
(identified cost $8,817,888)				$	2,268,193




Miscellaneous — 0.1%

Security	Shares			Value



Cable / Satellite TV — 0.1%

Adelphia, Inc., Escrow Certificate⁽⁸⁾		3,555,000		$	58,302
Adelphia, Inc., Escrow Certificate⁽⁸⁾		7,585,000			124,394
Adelphia Recovery Trust⁽⁸⁾		10,758,837			215,177


				$	397,873



Total Miscellaneous
(identified cost $9,898,658)				$	397,873




Warrants — 0.3%

Security	Shares			Value



Energy — 0.0%⁽¹²⁾

SemGroup Corp., Expires 11/30/14⁽⁸⁾		17,240		$	105,595


				$	105,595




Food / Beverage / Tobacco — 0.0%⁽¹²⁾

ASG Consolidated, LLC/ASG Finance, Inc., Expires 5/15/18⁽⁸⁾		1,610		$	201,250


				$	201,250




Gaming — 0.3%

Peninsula Gaming LLC, Convertible Preferred Membership Interests^(6)(7)(8)		25,351		$	2,148,261


				$	2,148,261




Publishing / Printing — 0.0%⁽¹²⁾

Reader’s Digest Association, Inc. (The), Expires 2/14/19⁽⁶⁾⁽⁸⁾		17,588		$	0


				$	0



Total Warrants
(identified cost $172)				$	2,455,106

See notes to financial statements

High Income Opportunities Portfolio as of October 31, 2010

PORTFOLIO OF INVESTMENTS CONT’D


Short-Term Investments — 2.3%

	Interest
Security	(000’s Omitted)		Value


Eaton Vance Cash Reserves Fund, LLC, 0.22%^(10)(11)	$	19,485	$	19,485,117



Total Short-Term Investments
(identified cost $19,485,117)			$	19,485,117



Total Investments — 98.2%
(identified cost $835,706,581)			$	836,528,793



Less Unfunded Loan Commitments — (0.2)%			$	(1,770,000	)



Net Investments — 98.0%
(identified cost $833,936,581)			$	834,758,793



Other Assets — 2.0%			$	17,400,486



Net Assets — 100.0%			$	852,159,279

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

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 lending 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, 2010, at which time the interest rate will be determined.

(3)		Unfunded or partially unfunded loan commitments. See Note 1G for description.

(4)		Defaulted security. Currently the issuer is in default with respect to interest and/or principal payments.

(5)		Security exempt from registration pursuant to Rule 144A under the Securities Act of 1933. These securities may be sold in certain transactions (normally to qualified institutional


		buyers) and remain exempt from registration. At October 31, 2010, the aggregate value of these securities is $312,371,310 or 36.7% of the Portfolio’s net assets.

(6)		Security valued at fair value using methods determined in good faith by or at the direction of the Trustees.

(7)		Restricted security (see Note 5).

(8)		Non-income producing security.

(9)		Reflects stated liquidation amount.

(10)		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, 2010.

(11)		Net income allocated from the investment in Eaton Vance Cash Reserves Fund, LLC and Cash Management Portfolio, an affiliated investment company, for the year ended October 31, 2010 was $22,824 and $0, respectively.

(12)		Amount is less than 0.05%.

See notes to financial statements

High Income Opportunities Portfolio as of October 31, 2010

FINANCIAL STATEMENTS

Statement of Assets and Liabilities


As of October 31, 2010

Assets

Unaffiliated investments, at value (identified cost, $814,451,464)	$	815,273,676
Affiliated investment, at value (identified cost, $19,485,117)		19,485,117
Cash		9,662
Restricted cash*		29,000
Interest and dividends receivable		17,701,556
Interest receivable from affiliated investment		2,182
Receivable for investments sold		8,835,069
Receivable for open swap contracts		664,399
Premium paid on open swap contracts		526,380


Total assets	$	862,527,041





Liabilities

Payable for investments purchased	$	8,832,413
Payable for open swap contracts		31,206
Payable for closed swap contracts		376,881
Premium received on open swap contracts		545,202
Payable to affiliates:
Investment adviser fee		396,460
Trustees’ fees		2,350
Accrued expenses		183,250


Total liabilities	$	10,367,762


Net Assets applicable to investors’ interest in Portfolio	$	852,159,279





Sources of Net Assets

Net proceeds from capital contributions and withdrawals	$	850,703,874
Net unrealized appreciation		1,455,405


Total	$	852,159,279


*	Represents restricted cash on deposit at the custodian as collateral for open swap contracts.

Statement of Operations


For the Year Ended
October 31, 2010

Investment Income

Interest and other income	$	72,996,224
Dividends		175,503
Interest allocated from affiliated investments		26,411
Expenses allocated from affiliated investments		(3,587	)


Total investment income	$	73,194,551





Expenses

Investment adviser fee	$	4,563,633
Trustees’ fees and expenses		27,486
Custodian fee		264,966
Legal and accounting services		110,138
Miscellaneous		54,804


Total expenses	$	5,021,027


Deduct —
Reduction of custodian fee	$	496


Total expense reductions	$	496



Net expenses	$	5,020,531



Net investment income	$	68,174,020





Realized and Unrealized Gain (Loss)

Net realized gain (loss) —
Investment transactions	$	18,863,955
Investment transactions allocated from affiliated investments		1,496
Swap contracts		646,942


Net realized gain	$	19,512,393


Change in unrealized appreciation (depreciation) —
Investments	$	53,673,283
Swap contracts		(102,096	)


Net change in unrealized appreciation (depreciation)	$	53,571,187



Net realized and unrealized gain	$	73,083,580



Net increase in net assets from operations	$	141,257,600

See notes to financial statements

High Income Opportunities Portfolio as of October 31, 2010

FINANCIAL STATEMENTS CONT’D

Statements of Changes in Net Assets


Increase (Decrease)	Year Ended			Year Ended
in Net Assets	October 31, 2010			October 31, 2009

From operations —
Net investment income	$	68,174,020		$	61,608,446
Net realized gain (loss) from investment transactions, swap contracts and foreign currency and forward foreign currency exchange contract transactions		19,512,393			(52,689,551	)
Net change in unrealized appreciation (depreciation) from investments, swap contracts, foreign currency and forward foreign currency exchange contracts		53,571,187			190,325,398


Net increase in net assets from operations	$	141,257,600		$	199,244,293


Capital transactions —
Contributions	$	104,640,446		$	138,360,690
Withdrawals		(104,594,857	)		(106,809,974	)


Net increase in net assets from capital transactions	$	45,589		$	31,550,716



Net increase in net assets	$	141,303,189		$	230,795,009





Net Assets

At beginning of year	$	710,856,090		$	480,061,081


At end of year	$	852,159,279		$	710,856,090

See notes to financial statements

High Income Opportunities Portfolio as of October 31, 2010

FINANCIAL STATEMENTS CONT’D

Supplementary Data


	Year Ended October 31,

	2010			2009			2008			2007			2006



Ratios/Supplemental Data

Ratios (as a percentage of average daily net assets):
Expenses⁽¹⁾		0.64	%		0.79	%		0.70	%		0.63	%		0.59	%
Net investment income		8.65	%		11.34	%		9.38	%		8.33	%		8.13	%
Portfolio Turnover		79	%		72	%		48	%		81	%		62	%


Total Return		19.52	%		38.97	%		(29.08	)%		6.54	%		11.66	%



Net assets, end of year (000’s omitted)	$	852,159		$	710,856		$	480,061		$	872,268		$	1,087,324


(1)		Excludes the effect of custody fee credits, if any, of less than 0.005%.

See notes to financial statements

High Income Opportunities Portfolio as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS

1 Significant Accounting Policies

High Income Opportunities Portfolio (the Portfolio) is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as a diversified, open-end management investment company. The Portfolio’s investment objective is to provide a high level of current income. The Declaration of Trust permits the Trustees to issue interests in the Portfolio. At October 31, 2010, Eaton Vance High Income Opportunities Fund, Eaton Vance Floating-Rate & High Income Fund, Eaton Vance Strategic Income Fund and Eaton Vance International (Cayman Islands) Strategic Income Fund held an interest of 53.2%, 17.4%, 17.8% and 2.8%, 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 Investment Valuation — Debt obligations (including short-term obligations with a remaining maturity of more than sixty days) are generally valued on the basis of valuations provided by third party pricing services, as derived from such services’ pricing models. Inputs to the models may include, but are not limited to, reported trades, executable bid and asked prices, broker/dealer quotations, prices or yields of securities with similar characteristics, benchmark curves or information pertaining to the issuer, as well as industry and economic events. The pricing services may use a matrix approach, which considers information regarding securities with similar characteristics to determine the valuation for a security. Short-term debt securities purchased 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 or closing 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 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

High Income Opportunities Portfolio as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS CONT’D

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.

G Unfunded 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. At October 31, 2010, the Portfolio had sufficient cash and/or securities to cover these commitments.

High Income Opportunities Portfolio as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS CONT’D

reported amounts of income and expense during the reporting period. Actual results could differ from those estimates.

J Credit 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 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.

2 Investment Adviser Fee and Other Transactions with Affiliates

The investment adviser fee is earned by Boston Management and Research (BMR), a subsidiary of EVM, as compensation for investment advisory services rendered to the Portfolio. The fee is computed at an annual rate of 0.30% 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. Prior to its liquidation in February 2010, the portion of the adviser fee payable by Cash Management Portfolio, an affiliated investment company, on the Portfolio’s investment of cash therein was credited against the Portfolio’s investment adviser fee. The Portfolio currently invests its cash in Cash Reserves Fund. EVM does not currently receive a fee for advisory services provided to Cash Reserves Fund. For the year ended October 31, 2010, the Portfolio’s investment adviser fee totaled $4,565,024 of which $1,391 was allocated from Cash Management Portfolio and $4,563,633 was paid or accrued directly by the Portfolio. For the year ended October 31, 2010, the Portfolio’s investment adviser fee, including the portion allocated from Cash Management Portfolio, was 0.58% 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

High Income Opportunities Portfolio as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS CONT’D

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, 2010, no significant amounts have been deferred. Certain officers and Trustees of the Portfolio are officers of the above organizations.

3 Purchases and Sales of Investments

Purchases and sales of investments, other than short-term obligations and including maturities, paydowns and principal repayments on Senior Loans, aggregated $631,768,560 and $607,618,249, respectively, for the year ended October 31, 2010.

4 Federal Income Tax Basis of Investments

The cost and unrealized appreciation (depreciation) of investments of the Portfolio at October 31, 2010, as determined on a federal income tax basis, were as follows:


Aggregate cost	$	838,317,727


Gross unrealized appreciation	$	67,978,593
Gross unrealized depreciation		(71,537,527	)


Net unrealized depreciation	$	(3,558,934	)

5 Restricted Securities

At October 31, 2010, the Portfolio owned the following securities (representing 1.4% 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		Shares/
Description	Acquisition		Units		Cost			Value

Stocks, Miscellaneous and Warrants

GNC Acquisition Holdings, Class A		3/15/07		108,818	$	544,090		$	1,403,752
GNC Acquisition Holdings, Preferred		3/15/07		37,182		185,910			242,055
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
Muzak Holdings LLC, Variable Rate, (PIK), Preferred		6/18/10		102,000		1,019,967			178,490
Panolam Holdings Co.		12/30/09		3,117		1,712,791			2,478,358
Peninsula Gaming LLC, Convertible Preferred Membership Interests		7/8/99		25,351		0	⁽¹⁾		2,148,261
RathGibson Acquisition Co., LLC		6/14/10		233,000		1,236,540			5,461,520


Total Restricted Securities					$	11,028,470		$	11,913,968


(1)		Less than $0.50.

6 Financial 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, 2010 is as follows:

Credit Default Swaps — Buy Protection

Notional

Pay

Amount

Annual

Net

Reference

Credit

(000’s

Fixed

Termination

Unrealized

Counterparty

Entity

Rating*

omitted)

Rate

Date

Depreciation

Deutsche Bank

First Data Corp.

Caa1/B-

$3,000

5.00%⁽¹⁾

9/20/15

$(31,206)

$(31,206)

High Income Opportunities Portfolio as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS CONT’D

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

Amkor Technology, Inc.

Ba3/BB-

$1,150

5.00%⁽¹⁾

6/20/15

$61,438

Barclays Bank PLC

Amkor Technology, Inc.

Ba3/BB-

2,000

5.00⁽¹⁾

6/20/15

152,465

Citigroup, Inc.

First Data Corp.

Caa1/B-

4,560

5.00⁽¹⁾

12/20/10

101,952

Goldman Sachs Group, Inc.

Levi Strauss & Co.

B2/B+

1,700

5.00⁽¹⁾

9/20/15

120,145

Goldman Sachs Group, Inc.

Levi Strauss & Co.

B2/B+

3,400

5.00⁽¹⁾

9/20/15

228,399

$664,399


*		Credit ratings are those of Moody’s Investors Service, Inc. and Standard & Poor’s Corp. The credit rating 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, 2010, such maximum potential amount for all open credit default swaps in which the Portfolio is the seller was $12,810,000.

(1)		Upfront payment is exchanged with the counterparty as a result of the standardized trading coupon.

At October 31, 2010, the Portfolio had sufficient cash and/or securities to cover commitments under these contracts.

The Portfolio is subject to credit risk in the normal course of pursuing its investment objectives. The Portfolio enters 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, 2010, the fair value of derivatives with credit-related contingent features in a net liability position was $31,206.

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, 2010, the maximum amount of loss the Portfolio would incur due to counterparty risk was $664,399, representing the fair value of such derivatives in an asset position, with the highest amount from any one counterparty being $348,544. Such amount would be reduced by any unamortized upfront payments received by the Portfolio. 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) and whose primary underlying risk exposure is credit risk at October 31, 2010 was as follows:


	Fair Value

Derivative	Asset Derivative⁽¹⁾		Liability Derivative⁽²⁾

Credit default swap contracts	$	664,399	$	(31,206	)


(1)		Statement of Assets and Liabilities location: Receivable for open swap contracts.

(2)		Statement of Assets and Liabilities location: Payable for open swap contracts.

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 year ended October 31, 2010 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	$	646,942	$	(102,096	)


(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 year ended October 31, 2010, which is indicative of the volume of this derivative type, was approximately $11,060,000.

7 Line of Credit

High Income Opportunities Portfolio as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS CONT’D

based on its borrowings at an amount above either the Eurodollar rate or Federal Funds rate. In addition, a fee computed at an annual rate of 0.10% on the daily unused portion of the line of credit is allocated among the participating portfolios and funds at the end of each quarter. Because the line of credit is not available exclusively to the Portfolio, it may be unable to borrow some or all of its requested amounts at any particular time. The Portfolio did not have any significant borrowings or allocated fees during the year ended October 31, 2010.

8 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.

9 Fair Value Measurements


	•	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, 2010, the inputs used in valuing the Portfolio’s investments, which are carried at value, were as follows:


	Quoted
	Prices in
	Active		Significant
	Markets for		Other			Significant
	Identical		Observable			Unobservable
	Assets		Inputs			Inputs

Asset Description	(Level 1)		(Level 2)			(Level 3)		Total

Senior Floating-Rate Interests (Less Unfunded Loan Commitments)	$	—	$	42,341,163		$	—	$	42,341,163
Corporate Bonds & Notes		—		730,100,206			3,440,236		733,540,442
Convertible Bonds		—		882,181			—		882,181
Common Stocks		21,176,649		69,576			9,587,193		30,833,418
Convertible Preferred Stocks		2,049,580		505,720			—		2,555,300
Preferred Stocks		707,603		1,318,490			242,100		2,268,193
Miscellaneous		—		397,873			—		397,873
Warrants		—		306,845			2,148,261		2,455,106
Short-Term Investments		—		19,485,117			—		19,485,117


Net Investments	$	23,933,832	$	795,407,171		$	15,417,790	$	834,758,793


Credit Default Swaps	$	—	$	664,399		$	—	$	664,399


Total	$	23,933,832	$	796,071,570		$	15,417,790	$	835,423,192



Liability Description


Credit Default Swaps	$	—	$	(31,206	)	$	—	$	(31,206	)


Total	$	—	$	(31,206	)	$	—	$	(31,206	)

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


	Investment
	in Corporate			Investment in		Investment in
	Bonds &			Common		Preferred		Investment in			Investment in
	Notes			Stocks		Stocks		Warrants			Miscellaneous			Total

Balance as of October 31, 2009	$	621,378		$	1,369,719	$	224,996	$	2,466,672		$	464		$	4,683,229
Realized gains (losses)		16,803			—		—		—			20,354			37,157
Change in net unrealized appreciation (depreciation)*		(558,277	)		5,268,142		17,104		(318,411	)		908			4,409,466
Net purchases (sales)		(570,803	)		2,949,332		—		—			(21,726	)		2,356,803
Accrued discount (premium)		—			—		—		—			—			—
Net transfers to (from) Level 3**		3,931,135			—		—		—			—			3,931,135


Balance as of October 31, 2010	$	3,440,236		$	9,587,193	$	242,100	$	2,148,261		$	—		$	15,417,790


Change in net unrealized appreciation (depreciation) on investments still held as of October 31, 2010*	$	(558,277	)	$	5,268,142	$	17,104	$	(318,411	)	$	—		$	4,408,558


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

**Transfers are reflected at the value of the securities at the beginning of the period.

High Income Opportunities Portfolio as of October 31, 2010

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, 2010, 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, 2010, 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, 2010, 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 20, 2010

Eaton Vance High Income Opportunities Fund

BOARD OF TRUSTEES’ CONTRACT APPROVAL

Overview of the Contract Review Process

Information about Fees, Performance and Expenses


	•	An independent report comparing the advisory and related fees paid by each fund with fees paid by comparable funds;
	•	An independent report comparing each fund’s total expense ratio and its components to comparable funds;
	•	An independent report comparing the investment performance of each fund (including yield where relevant) to the investment performance of comparable funds over various time periods;
	•	Data regarding investment performance in comparison to relevant peer groups of similarly managed funds and appropriate indices;
	•	For each fund, comparative information concerning the fees charged and the services provided by each adviser in managing other mutual funds and institutional accounts using investment strategies and techniques similar to those used in managing such fund;
	•	Profitability analyses for each adviser with respect to each fund;

Information about Portfolio Management


	•	Descriptions of the investment management services provided to each fund, including the investment strategies and processes employed, and any changes in portfolio management processes and personnel;
	•	Information concerning the allocation of brokerage and the benefits received by each adviser as a result of brokerage allocation, including information concerning the acquisition of research through “soft dollar” benefits received in connection with the funds’ brokerage, and the implementation of a soft dollar reimbursement program established with respect to the funds;
	•	Data relating to portfolio turnover rates of each fund;
	•	The procedures and processes used to determine the fair value of fund assets and actions taken to monitor and test the effectiveness of such procedures and processes;

Information about each Adviser


	•	Reports detailing the financial results and condition of each adviser;
	•	Descriptions of the qualifications, education and experience of the individual investment professionals whose responsibilities include portfolio management and investment research for the funds, and information relating to their compensation and responsibilities with respect to managing other mutual funds and investment accounts;
	•	Copies of the Codes of Ethics of each adviser and its affiliates, together with information relating to compliance with and the administration of such codes;
	•	Copies of or descriptions of each adviser’s policies and procedures relating to proxy voting, the handling of corporate actions and class actions;
	•	Information concerning the resources devoted to compliance efforts undertaken by each adviser and its affiliates on behalf of the funds (including descriptions of various compliance programs) and their record of compliance with investment policies and restrictions, including policies with respect to market-timing, late trading and selective portfolio disclosure, and with policies on personal securities transactions;
	•	Descriptions of the business continuity and disaster recovery plans of each adviser and its affiliates;
	•	A description of Eaton Vance Management’s procedures for overseeing third party advisers and sub-advisers;

Other Relevant Information


	•	Information concerning the nature, cost and character of the administrative and other non-investment management services provided by Eaton Vance Management and its affiliates;
	•	Information concerning management of the relationship with the custodian, subcustodians and fund accountants by each adviser or the funds’ administrator; and
	•	The terms of each advisory agreement.

Eaton Vance High Income Opportunities Fund

BOARD OF TRUSTEES’ CONTRACT APPROVAL CONT’D

Results of the Process

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 methods of the Adviser to recruit and retain investment personnel, and the time and attention devoted to the Portfolio by senior management.

Eaton Vance High Income Opportunities Fund

BOARD OF TRUSTEES’ CONTRACT APPROVAL CONT’D

Fund Performance

The Board compared the Fund’s investment performance to a relevant universe of comparable funds identified by an independent data provider as well as a peer group of similarly managed funds and appropriate benchmark indices. The Board reviewed comparative performance data for the one-, three- and five-year periods ended September 30, 2009 and December 31, 2009 for the Fund. In considering the Fund’s longer-term performance record, the Board noted that the Fund’s performance had improved relative to its peers in recent periods. On the basis of the foregoing and other relevant information provided by the Adviser in response to inquiries from the Contract Review Committee, the Board concluded that the performance of the Fund was satisfactory.

Management Fees and Expenses

The Board reviewed contractual investment advisory fee rates payable by the Portfolio and 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, 2009, as compared to a group of similarly managed funds selected by an independent data provider. The Board also considered factors that had an impact on Fund expense ratios, as identified by management in response to inquiries from the Contract Review Committee, as well as actions being taken to reduce expenses at the fund complex level.

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 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 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 and the Portfolio, on the other hand, can expect to realize benefits from economies of scale as the assets of the Fund and the Portfolio increase. The Board acknowledged the difficulty in accurately measuring the benefits resulting from the economies of scale with respect to the management of any specific fund or group of funds. The Board reviewed data summarizing the increases and decreases in the assets of the Fund and of all Eaton Vance Funds as a group over various time periods, and evaluated the extent to which the total expense ratio of the Fund and the profitability of the Adviser and its affiliates may have been affected by such increases or decreases. Based upon the foregoing, the Board concluded that the benefits from economies of scale are currently being shared equitably by the Adviser and its affiliates and the Fund. The Board also concluded that, assuming reasonably foreseeable increases in the assets of the Portfolio, the structure of the advisory fee, which includes breakpoints at several asset levels, can be expected to cause the Adviser and its affiliates and the Fund to continue to share such benefits equitably.

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

Principal Occupation(s)

in Fund Complex

Name and

Trust and

Length of

During Past Five Years and

Overseen By

Other Directorships Held

Year of Birth

the Portfolio

Service

Other Relevant Experience

Trustee⁽¹⁾

During the Last Five Years⁽²⁾

Interested Trustee

Thomas E. Faust Jr.
1958

Trustee and
President of
the Trust

Trustee since 2007 and President of the Trust since 2002

184

Director of EVC.

Noninterested Trustees

Benjamin C. Esty
1963

Trustee

Since 2005

Roy and Elizabeth Simmons Professor of Business Administration and Finance Unit Head, Harvard University Graduate School of Business Administration.

184

None

Allen R. Freedman
1940

Trustee

Since 2007

184

Director of Assurant, Inc. (insurance provider) and Stonemor Partners, L.P. (owner and operator of cemeteries).

William H. Park
1947

Trustee

Since 2003

184

None

Ronald A. Pearlman
1940

Trustee

Since 2003

184

None

Eaton Vance High Income Opportunities Fund

MANAGEMENT AND ORGANIZATION CONT’D

Position(s)

Term of

Number of Portfolios

with the

Office and

Principal Occupation(s)

in Fund Complex

Name and

Trust and

Length of

During Past Five Years and

Overseen By

Other Directorships Held

Year of Birth

the Portfolio

Service

Other Relevant Experience

Trustee⁽¹⁾

During the Last Five Years⁽²⁾

Noninterested Trustees (continued)

Helen Frame Peters
1948

Trustee

Since 2008

184

Lynn A. Stout
1957

Trustee

Since 1998

184

None

Ralph F. Verni
1943

Chairman of
the Board
and Trustee

Chairman of the Board since 2007 and Trustee since 2005

184

None

Principal Officers who are not Trustees


	Position(s)	Term of
	with the	Office and
Name and	Trust and	Length of	Principal Occupation(s)
Year of Birth	the Portfolio	Service	During Past Five Years


William H. Ahern, Jr. 1959	Vice President of the Trust	Since 1995	Vice President of EVM and BMR. Officer of 80 registered investment companies managed by EVM or BMR.

John R. Baur 1970	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 was an Account Team Representative in Singapore for Applied Materials Inc. Officer of 37 registered investment companies managed by EVM or BMR.

Maria C. Cappellano 1967	Vice President of the Trust	Since 2009	Vice President of EVM and BMR. Officer of 49 registered investment companies managed by EVM or BMR.

Michael A. Cirami 1975	Vice President of the Trust	Since 2008	Vice President of EVM and BMR. Officer of 37 registered investment companies managed by EVM or BMR.

Cynthia J. Clemson 1963	Vice President of the Trust	Since 2005	Vice President of EVM and BMR. Officer of 96 registered investment companies managed by EVM or BMR.

John H. Croft 1962	Vice President of the Trust	Since 2010	Vice President of EVM and BMR. Officer of 38 registered investment companies managed by EVM or BMR.

Charles B. Gaffney 1972	Vice President of the Trust	Since 2007	Director of Equity Research and a Vice President of EVM and BMR. Officer of 33 registered investment companies managed by EVM or BMR.

Thomas P. Huggins 1966	Vice President of the Portfolio	Since 2000	Vice President of EVM and BMR. Officer of 4 registered investment companies managed by EVM or BMR.

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)
Year of Birth	the Portfolio	Service	During Past Five Years


Principal Officers who are not Trustees (continued)

Christine M. Johnston 1972	Vice President of the Trust	Since 2007	Vice President of EVM and BMR. Officer of 40 registered investment companies managed by EVM or BMR.

Aamer Khan 1960	Vice President of the Trust	Since 2005	Vice President of EVM and BMR. Officer of 36 registered investment companies managed by EVM or BMR.

Thomas H. Luster 1962	Vice President of the Trust	Since 2006	Vice President of EVM and BMR. Officer of 55 registered investment companies managed by EVM or BMR.

Jeffrey A. Rawlins 1961	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 33 registered investment companies managed by EVM or BMR.

Duncan W. Richardson 1957	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 1954	Vice President of the Trust	Since 2003	Vice President of EVM and BMR. Officer of 54 registered investment companies managed by EVM or BMR.

Susan Schiff 1961	Vice President of the Trust	Since 2002	Vice President of EVM and BMR. Officer of 38 registered investment companies managed by EVM or BMR.

Thomas Seto 1962	Vice President of the Trust	Since 2007	Vice President and Director of Portfolio Management of Parametric. Officer of 33 registered investment companies managed by EVM or BMR.

David M. Stein 1951	Vice President of the Trust	Since 2007	Managing Director and Chief Investment Officer of Parametric. Officer of 33 registered investment companies managed by EVM or BMR.

Eric A. Stein 1980	Vice President of the Trust	Since 2009	Vice President of EVM and BMR. Originally joined EVM in July 2002. Prior to re-joining EVM in September 2008, Mr. Stein worked at the Federal Reserve Bank of New York (2007-2008) and attended business school in Chicago, Illinois. Officer of 34 registered investment companies managed by EVM or BMR.

Dan R. Strelow 1959	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 33 registered investment companies managed by EVM or BMR.

Mark S. Venezia 1949	Vice President of the Trust	Since 2007	Vice President of EVM and BMR. Officer of 40 registered investment companies managed by EVM or BMR.

Adam A. Weigold 1975	Vice President of the Trust	Since 2007	Vice President of EVM and BMR. Officer of 73 registered investment companies managed by EVM or BMR.

Michael W. Weilheimer 1961	President of the Portfolio	Since 2002	Vice President of EVM and BMR. Officer of 26 registered investment companies managed by EVM or BMR.

Barbara E. Campbell 1957	Treasurer	Of the Trust since 2005 and of the Portfolio since 2008	Vice President of EVM and BMR. Officer of 184 registered investment companies managed by EVM or BMR.

Maureen A. Gemma 1960	Secretary and Chief Legal Officer	Secretary since 2007 and Chief Legal Officer since 2008	Vice President of EVM and BMR. Officer of 184 registered investment companies managed by EVM or BMR.

Paul M. O’Neil 1953	Chief Compliance Officer	Since 2004	Vice President of EVM and BMR. Officer of 184 registered investment companies managed by EVM or BMR.

Eaton Vance High Income Opportunities Fund

MANAGEMENT AND ORGANIZATION CONT’D


(1)		Includes both master and feeder funds in a master-feeder structure.

(2)		During their respective tenures, the Trustees also served as trustees of one or more of the following Eaton Vance funds (which operated in the years noted): Eaton Vance Credit Opportunities Fund (launched in 2005 and terminated in 2010); Eaton Vance Insured Florida Plus Municipal Bond Fund (launched in 2002 and terminated in 2009); and Eaton Vance National Municipal Income Fund (launched in 1998 and terminated in 2009).

This Page Intentionally Left Blank

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

BNY Mellon Asset 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


446-12/10	HISRC

IMPORTANT NOTICES


	•	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. 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.

Eaton Vance International Equity Fund as of October 31, 2010
MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE

Economic and Market Conditions

Edward R. Allen, III, CFA
Eagle Global Advisors
Co-Portfolio Manager

Thomas N. Hunt, III, CFA
Eagle Global Advisors
Co-Portfolio Manager

•		In a year characterized by dramatic starts and stops, international equity markets posted solid gains for the 12 months ending October 31, 2010. Following a positive start to the year, investor concerns — including European sovereign risk contagion, credit tightening in China and the impact of the Gulf of Mexico oil spill — blunted global markets’ progress during the April-June period as many investors reduced their exposure to risk-sensitive assets and returned to the sidelines. Even a $1 trillion EU loan package was not enough to calm pessimistic sentiment, as fears of a double-dip recession began to appear. Europe suffered the worst during this period; Asia-Pacific markets fared somewhat better; and emerging markets, as a whole, outperformed developed markets but still recorded losses.

•		The July-September period brought yet another change of direction, however, as international stocks rebounded on strengthening economic data and attractive valuations. The sovereign debt situation in southern Europe began to improve, as did the standing of the euro and other currencies versus the U.S. dollar. Emerging market growth stocks had the strongest performance; according to International Monetary Fund estimates, emerging market economies were expected to grow at 7.1% in 2010, versus a rate of 2.7% in developed countries. During the third quarter, capital raised in emerging markets amounted to $138 billion, twice that of developed markets.

•		For the 12-month period ending October 31, 2010, the MSCI Europe, Australasia, Far East (MSCI EAFE) Index advanced 8.36%, the MSCI All-Country Asia-Pacific Index returned 13.66%, and the MSCI Emerging Markets Index gained 23.56%.

Management Discussion

•		Against this backdrop, the Fund¹ posted positive returns, but underperformed its benchmark, the MSCI EAFE Index (the Index),² for the year ending October 31, 2010. Within the Index, materials, industrials, consumer staples and consumer discretionary contributed the most to returns for the year, while financials and energy detracted.

•		The European sovereign debt crisis that spread contagion into emerging markets in the first half of 2010 had a negative impact on the Fund’s performance. In particular, the Fund’s allocation to Czech Republic and Poland hurt results. While emerging markets did outperform later in the period and make a positive contribution to performance from a country

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


Class A⁴	4.88	%
Class C⁴	4.09
Class I⁴	5.19
MSCI EAFE Index^2,3	8.36
Lipper International Large-Cap Core Funds Average²	10.34

See page 3 for more performance information.


1		The Fund currently invests in a separate 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		Source: MSCI. MSCI data may not be reproduced or used for any other purpose. MSCI provides no warranties, has not prepared or approved this report, and has no liability hereunder.

4		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 at net asset value. During the period, Class A and Class I shares were subject to a 1.00% redemption fee if redeemed or exchanged within 90 days of settlement of purchase. Effective January 1, 2011, Class A and Class I will no longer be subject to a redemption fee. 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.

Eaton Vance International Equity Fund as of October 31, 2010
MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE

allocation perspective, the Fund’s performance was hampered by security selection. Brazil, the Fund’s largest emerging market country, performed poorly for the Fund, primarily due to an energy holding which underperformed, but the country also lagged emerging markets overall after prior year outperformance.

•

In developed markets, the Fund’s underweight relative to the Index in the outperforming U.K. was a drag on performance, as was a lack of exposure to Australia. Exposure to Greece earlier in the year was a detriment to performance due to the sovereign debt crisis and austerity measures. Overweight allocations in top-performing Singapore and Hong Kong benefited the Fund, as well as underweights in Japan and France. Stock selection in Japan and in Switzerland also helped.

•

A relative overweighting and stock selection in the energy sector, as well as Fund holdings in the consumer discretionary and utilities sectors, detracted from performance. Stock selection in health care, materials and information technology, on the other hand, made positive contributions to returns.

Sector Weightings¹

By net assets

Portfolio Composition

Global Allocation¹

By net assets

Top 10 Holdings²

By net assets


Novartis AG ADR	4.2	%
Keppel Corp., Ltd. ADR	4.0
British American Tobacco PLC ADR	3.7
Nestle SA ADR	3.3
BOC Hong Kong Holdings, Ltd.	2.9
FUJIFILM Holdings Corp.	2.8
Vale SA ADR	2.8
DBS Group Holdings, Ltd. ADR	2.8
Turkcell Iletisim Hizmetleri AS ADR	2.4
Canon, Inc.	2.2


¹		As a percentage of the Portfolio’s net assets as of 10/31/10. Excludes cash equivalents.

²		Top 10 Holdings represented 31.1% of the Portfolio’s net assets as of 10/31/10. Excludes cash equivalents.

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.

Eaton Vance International Equity Fund as of October 31, 2010
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, an unmanaged index of equities in the developed markets, excluding the U.S. and Canada. The lines on the graph represent the total returns of a hypothetical investment of $10,000 in each of Class A and the MSCI EAFE 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 C			Class I
Share Class Symbol	EAIEX			ECIEX			EIIEX

Average Annual Total Returns (at net asset value)
One Year		4.88	%		4.09	%		5.19	%
Life of Fund†		-1.82			-2.56			-1.62
SEC Average Annual Total Returns (including sales charge or applicable CDSC)
One Year		-1.10	%		3.09	%		5.19	%
Life of Fund†		-3.12			-2.56			-1.62


^†		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 at net asset value. 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. During the period, Class A and Class I shares were subject to a 1.00% redemption fee if redeemed or exchanged within 90 days of settlement of purchase. Effective January 1, 2011, Class A and Class I will no longer be subject to a redemption fee. 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		2.35	%		3.10	%		2.10	%
Net Expense Ratio		1.50			2.25			1.25


²		Source: Prospectus dated 3/1/10. Net Expense Ratio reflects a contractual expense limitation that continues through February 28, 2011. Thereafter, the expense limitation may be changed or terminated at any time. Without this expense limitation, performance would have been lower.

*		Source: MSCI. 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 $8,918 and $9,302, respectively, on 10/31/10. 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.

Eaton Vance International Equity Fund as of October 31, 2010

FUND EXPENSES

Eaton Vance International Equity Fund


	Beginning Account Value		Ending Account Value		Expenses Paid During Period*
	(5/1/10)		(10/31/10)		(5/1/10 – 10/31/10)


Actual
Class A		$1,000.00		$1,028.30		$7.67	**
Class C		$1,000.00		$1,025.10		$11.48	**
Class I		$1,000.00		$1,029.40		$6.39	**





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, 2010. The Example reflects expenses of both the Fund and the Portfolio.

	**	Absent an allocation of certain expenses to affiliates, expenses would be higher.

Eaton Vance International Equity Fund as of October 31, 2010

FINANCIAL STATEMENTS

Statement of Assets and Liabilities


As of October 31, 2010

Assets

Investment in International Equity Portfolio, at value (identified cost, $19,261,753)	$	22,210,745
Receivable for Fund shares sold		143,260
Receivable from affiliates		9,525


Total assets	$	22,363,530





Liabilities

Payable for Fund shares redeemed	$	20,924
Payable to affiliates:
Distribution and service fees		3,157
Trustees’ fees		42
Accrued expenses		39,844


Total liabilities	$	63,967


Net Assets	$	22,299,563





Sources of Net Assets

Paid-in capital	$	29,462,790
Accumulated net realized loss from Portfolio		(10,343,100	)
Accumulated undistributed net investment income		230,881
Net unrealized appreciation from Portfolio		2,948,992


Total	$	22,299,563





Class A Shares

Net Assets	$	6,011,889
Shares Outstanding		689,783
Net Asset Value and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	8.72
Maximum Offering Price Per Share
(100 ¸ 94.25 of net asset value per share)	$	9.25





Class C Shares

Net Assets	$	2,164,975
Shares Outstanding		252,180
Net Asset Value and Offering Price Per Share*
(net assets ¸ shares of beneficial interest outstanding)	$	8.59





Class I Shares

Net Assets	$	14,122,699
Shares Outstanding		1,616,115
Net Asset Value, Offering Price and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	8.74

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, 2010

Investment Income

Dividends allocated from Portfolio (net of foreign taxes, $53,497)	$	549,197
Interest allocated from Portfolio		2,035
Expenses allocated from Portfolio		(280,641	)


Total investment income from Portfolio	$	270,591





Expenses

Distribution and service fees
Class A	$	16,348
Class C		22,235
Trustees’ fees and expenses		500
Custodian fee		7,545
Transfer and dividend disbursing agent fees		23,365
Legal and accounting services		23,754
Printing and postage		13,059
Registration fees		43,747
Miscellaneous		9,654


Total expenses	$	160,207


Deduct —
Allocation of expenses to affiliates	$	121,192


Total expense reductions	$	121,192



Net expenses	$	39,015



Net investment income	$	231,576





Realized and Unrealized Gain (Loss) from Portfolio

Net realized gain (loss) —
Investment transactions	$	(1,193,183	)
Foreign currency transactions		(3,670	)


Net realized loss	$	(1,196,853	)


Change in unrealized appreciation (depreciation) —
Investments	$	1,966,156
Foreign currency		2,666


Net change in unrealized appreciation (depreciation)	$	1,968,822



Net realized and unrealized gain	$	771,969



Net increase in net assets from operations	$	1,003,545

See notes to financial statements

Eaton Vance International Equity Fund as of October 31, 2010

FINANCIAL STATEMENTS CONT’D

Statements of Changes in Net Assets


Increase (Decrease)	Year Ended			Year Ended
in Net Assets	October 31, 2010			October 31, 2009

From operations —
Net investment income	$	231,576		$	382,852
Net realized loss from investment and foreign currency transactions		(1,196,853	)		(6,034,633	)
Net change in unrealized appreciation (depreciation) from investments and foreign currency		1,968,822			9,216,077


Net increase in net assets from operations	$	1,003,545		$	3,564,296


Distributions to shareholders —
From net investment income
Class A	$	(110,879	)	$	(102,504	)
Class C		(22,008	)		(16,956	)
Class I		(223,702	)		(215,009	)


Total distributions to shareholders	$	(356,589	)	$	(334,469	)


Transactions in shares of beneficial interest —
Proceeds from sale of shares
Class A	$	2,178,955		$	4,351,169
Class C		667,362			1,473,441
Class I		5,888,457			3,743,567
Net asset value of shares issued to shareholders in payment of distributions declared
Class A		102,611			89,161
Class C		17,845			13,088
Class I		168,860			121,258
Cost of shares redeemed
Class A		(3,551,773	)		(3,131,274	)
Class C		(685,184	)		(1,015,594	)
Class I		(4,353,177	)		(4,220,883	)
Redemption fees		5,303			5,247


Net increase in net assets from Fund share transactions	$	439,259		$	1,429,180



Net increase in net assets	$	1,086,215		$	4,659,007





Net Assets

At beginning of year	$	21,213,348		$	16,554,341


At end of year	$	22,299,563		$	21,213,348





Accumulated undistributed net investment income included in net assets

At end of year	$	230,881		$	350,864

See notes to financial statements

Eaton Vance International Equity Fund as of October 31, 2010

FINANCIAL STATEMENTS CONT’D

Financial Highlights


	Class A

	Year Ended October 31,
													Period Ended
	2010			2009			2008			2007			October 31, 2006⁽¹⁾

Net asset value — Beginning of period	$	8.440		$	7.260		$	14.200		$	10.650		$	10.000





Income (Loss) From Operations

Net investment income (loss)⁽²⁾	$	0.081		$	0.136		$	0.209		$	0.468	⁽³⁾	$	(0.003	)
Net realized and unrealized gain (loss)		0.329			1.177			(6.901	)		3.119			0.653


Total income (loss) from operations	$	0.410		$	1.313		$	(6.692	)	$	3.587		$	0.650





Less Distributions

From net investment income	$	(0.132	)	$	(0.135	)	$	(0.249	)	$	(0.038	)	$	—


Total distributions	$	(0.132	)	$	(0.135	)	$	(0.249	)	$	(0.038	)	$	—



Redemption fees⁽²⁾	$	0.002		$	0.002		$	0.001		$	0.001		$	0.000	⁽⁴⁾



Net asset value — End of period	$	8.720		$	8.440		$	7.260		$	14.200		$	10.650



Total Return⁽⁵⁾		4.88	%		18.47	%		(47.91	)%		33.78	%		6.50	%⁽⁶⁾





Ratios/Supplemental Data

Net assets, end of period (000’s omitted)	$	6,012		$	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	%		1.50	%		1.51	%⁽⁹⁾
Expenses after custodian fee reduction⁽⁷⁾⁽⁸⁾		1.50	%		1.50	%		1.50	%		1.50	%		1.50	%⁽⁹⁾
Net investment income (loss)		0.92	%		1.92	%		1.80	%		3.82	%⁽³⁾		(0.08	)%⁽⁹⁾
Portfolio Turnover of the Portfolio		47	%		61	%		35	%		21	%		1	%⁽⁶⁾


(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/or the investment adviser and administrator subsidized certain operating expenses (equal to 0.54%, 0.85%, 0.56%, 1.17% and 19.97% of average daily net assets for the years ended October 31, 2010, 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/or subsidy, total return would be lower.

(9)		Annualized.

See notes to financial statements

Eaton Vance International Equity Fund as of October 31, 2010

FINANCIAL STATEMENTS CONT’D

Financial Highlights


	Class C

	Year Ended October 31,
													Period Ended
	2010			2009			2008			2007			October 31, 2006⁽¹⁾

Net asset value — Beginning of period	$	8.330		$	7.160		$	14.060		$	10.620		$	10.000





Income (Loss) From Operations

Net investment income (loss)⁽²⁾	$	0.017		$	0.080		$	0.130		$	0.338	⁽³⁾	$	(0.037	)
Net realized and unrealized gain (loss)		0.322			1.162			(6.829	)		3.127			0.657


Total income (loss) from operations	$	0.339		$	1.242		$	(6.699	)	$	3.465		$	0.620





Less Distributions

From net investment income	$	(0.081	)	$	(0.074	)	$	(0.202	)	$	(0.026	)	$	—


Total distributions	$	(0.081	)	$	(0.074	)	$	(0.202	)	$	(0.026	)	$	—



Redemption fees⁽²⁾	$	0.002		$	0.002		$	0.001		$	0.001		$	0.000	⁽⁴⁾



Net asset value — End of period	$	8.590		$	8.330		$	7.160		$	14.060		$	10.620



Total Return⁽⁵⁾		4.09	%		17.57	%		(48.33	)%		32.79	%		6.20	%⁽⁶⁾





Ratios/Supplemental Data

Net assets, end of period (000’s omitted)	$	2,165		$	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	%		2.25	%		2.26	%⁽⁹⁾
Expenses after custodian fee reduction⁽⁷⁾⁽⁸⁾		2.25	%		2.25	%		2.25	%		2.25	%		2.25	%⁽⁹⁾
Net investment income (loss)		0.21	%		1.13	%		1.12	%		2.78	%⁽³⁾		(0.87	)%⁽⁹⁾
Portfolio Turnover of the Portfolio		47	%		61	%		35	%		21	%		1	%⁽⁶⁾


(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/or the investment adviser and administrator subsidized certain operating expenses (equal to 0.54%, 0.85%, 0.56%, 1.17% and 19.97% of average daily net assets for the years ended October 31, 2010, 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/or subsidy, total return would be lower.

(9)		Annualized.

See notes to financial statements

Eaton Vance International Equity Fund as of October 31, 2010

FINANCIAL STATEMENTS CONT’D

Financial Highlights


	Class I

	Year Ended October 31,
													Period Ended
	2010			2009			2008			2007			October 31, 2006⁽¹⁾

Net asset value — Beginning of period	$	8.460		$	7.290		$	14.240		$	10.660		$	10.000





Income (Loss) From Operations

Net investment income⁽²⁾	$	0.095		$	0.175		$	0.246		$	0.416	⁽³⁾	$	0.037
Net realized and unrealized gain (loss)		0.331			1.150			(6.934	)		3.206			0.623


Total income (loss) from operations	$	0.426		$	1.325		$	(6.688	)	$	3.622		$	0.660





Less Distributions

From net investment income	$	(0.148	)	$	(0.157	)	$	(0.263	)	$	(0.043	)	$	—


Total distributions	$	(0.148	)	$	(0.157	)	$	(0.263	)	$	(0.043	)	$	—



Redemption fees⁽²⁾	$	0.002		$	0.002		$	0.001		$	0.001		$	0.000	⁽⁴⁾



Net asset value — End of period	$	8.740		$	8.460		$	7.290		$	14.240		$	10.660



Total Return⁽⁵⁾		5.19	%		18.48	%		(47.79	)%		34.09	%		6.60	%⁽⁶⁾





Ratios/Supplemental Data

Net assets, end of period (000’s omitted)	$	14,123		$	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	%		1.25	%		1.26	%⁽⁹⁾
Expenses after custodian fee reduction⁽⁷⁾⁽⁸⁾		1.25	%		1.25	%		1.25	%		1.25	%		1.25	%⁽⁹⁾
Net investment income		1.21	%		2.44	%		2.12	%		3.43	%⁽³⁾		0.87	%⁽⁹⁾
Portfolio Turnover of the Portfolio		47	%		61	%		35	%		21	%		1	%⁽⁶⁾


(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/or the investment adviser and administrator subsidized certain operating expenses (equal to 0.54%, 0.85%, 0.56%, 1.17% and 19.97% of average daily net assets for the years ended October 31, 2010, 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/or subsidy, total return would be lower.

(9)		Annualized.

See notes to financial statements

Eaton Vance International Equity Fund as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS

1 Significant 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 Massachusetts business 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 (67.5% at October 31, 2010). 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 Investment 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.

C Federal 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, 2010, the Fund, for federal income tax purposes, had a capital loss carryforward of $10,130,160 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), October 31, 2017 ($5,891,996) and October 31, 2018 ($1,186,474).

Eaton Vance International Equity Fund as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS CONT’D

indemnification out of Fund property of any shareholder held personally liable solely by reason of being or having been a shareholder for all loss or expense arising from such liability. 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.

H Redemption 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.

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

2 Distributions 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, 2010 and October 31, 2009 was as follows:


	Year Ended October 31,
	2010		2009


Distributions declared from:
Ordinary income	$	356,589	$	334,469

During the year ended October 31, 2010, accumulated net realized loss was increased by $5,030 and accumulated undistributed net investment income was increased by $5,030 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, 2010, the components of distributable earnings (accumulated losses) and unrealized appreciation (depreciation) on a tax basis were as follows:


Undistributed ordinary income	$	306,453
Capital loss carryforward	$	(10,130,160	)
Net unrealized appreciation	$	2,660,480

3 Transactions 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, 2011. Pursuant to this agreement, EVM and Eagle were allocated $60,596 and $60,596, respectively, of the Fund’s operating expenses for the year ended October 31, 2010. 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, 2010, EVM earned $990 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 $4,017 as its portion of the sales charge on sales of Class A shares for the year ended October 31, 2010. 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).

Eaton Vance International Equity Fund as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS CONT’D

4 Distribution 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, 2010 amounted to $16,348 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, 2010, the Fund paid or accrued to EVD $16,676 for Class C shares representing 0.75% of the average daily net assets of Class C shares. At October 31, 2010, the amount of Uncovered Distribution Charges of EVD calculated under the Class C Plan was approximately $123,000. 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, 2010 amounted to $5,559 for Class C shares.

5 Contingent 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, 2010, the Fund was informed that EVD received approximately $200 of CDSCs paid by Class C shareholders and no CDSCs paid by Class A shareholders.

6 Investment Transactions

For the year ended October 31, 2010, increases and decreases in the Fund’s investment in the Portfolio aggregated $16,921,780 and $15,698,811, respectively.

7 Shares of Beneficial Interest


	Year Ended October 31,
Class A	2010			2009

Sales		258,495			591,541
Issued to shareholders electing to receive payments of distributions in Fund shares		11,781			12,576
Redemptions		(425,611	)		(459,187	)


Net increase (decrease)		(155,335	)		144,930




	Year Ended October 31,
Class C	2010			2009

Sales		79,348			212,921
Issued to shareholders electing to receive payments of distributions in Fund shares		2,065			1,859
Redemptions		(84,005	)		(148,630	)


Net increase (decrease)		(2,592	)		66,150




	Year Ended October 31,
Class I	2010			2009

Sales		699,618			548,241
Issued to shareholders electing to receive payments of distributions in Fund shares		19,365			17,103
Redemptions		(517,275	)		(540,126	)


Net increase		201,708			25,218

For the years ended October 31, 2010 and October 31, 2009, the Fund received $5,303 and $5,247, respectively, in redemption fees.

Eaton Vance International Equity Fund as of October 31, 2010

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Trustees of Eaton Vance Mutual Funds Trust and 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, 2010, 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 four 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, 2010, 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 four 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 14, 2010

Eaton Vance International Equity Fund as of October 31, 2010

FEDERAL TAX INFORMATION (Unaudited)

Qualified Dividend Income. The Fund designates approximately $478,547, 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 $52,640 and recognized foreign source income of $602,694.

International Equity Portfolio as of October 31, 2010

PORTFOLIO OF INVESTMENTS


Common Stocks — 100.2%

Security	Shares		Value



Automobiles — 4.2%

Bayerische Motoren Werke AG		4,600	$	329,691
Fiat SpA		12,800		216,758
Honda Motor Co., Ltd. ADR		13,300		479,199
Nissan Motor Co., Ltd.		41,000		360,341


			$	1,385,989




Beverages — 3.2%

Anheuser-Busch InBev NV ADR		5,300	$	333,370
Central European Distribution Corp.⁽¹⁾		14,800		369,556
Fomento Economico Mexicano SA de CV ADR		6,700		367,897


			$	1,070,823




Building Products — 0.8%

Wienerberger AG⁽¹⁾		14,820	$	249,406


			$	249,406




Capital Markets — 1.6%

3i Group PLC		40,000	$	192,155
UBS AG⁽¹⁾		19,400		329,558


			$	521,713




Chemicals — 3.1%

Agrium, Inc.		6,900	$	610,719
BASF SE		5,800		421,726


			$	1,032,445




Commercial Banks — 15.9%

Banco Bradesco SA ADR		17,100	$	355,680
Barclays PLC		128,000		562,489
BNP Paribas		9,600		702,197
BOC Hong Kong Holdings, Ltd.		300,000		941,628
DBS Group Holdings, Ltd. ADR		21,300		916,965
HSBC Holdings PLC		30,000		312,229
Industrial & Commercial Bank of China, Ltd., Class H		400,000		323,157
KBC Groep NV⁽¹⁾		7,300		317,873
Societe Generale		9,500		569,663
Turkiye Is Bankasi		54,063		239,382


			$	5,241,263



Consumer Finance — 1.2%

ORIX Corp.		4,500	$	409,892


			$	409,892




Diversified Telecommunication Services — 2.9%

Koninklijke KPN NV		21,000	$	350,725
Telefonica SA		22,300		602,602


			$	953,327




Electric Utilities — 0.9%

Hongkong Electric Holdings, Ltd.		45,000	$	284,916


			$	284,916




Electrical Equipment — 1.2%

ABB, Ltd. ADR⁽¹⁾		19,000	$	393,110


			$	393,110




Electronic Equipment, Instruments & Components — 3.9%

FUJIFILM Holdings Corp.		27,800	$	927,453
Hon Hai Precision Industry Co., Ltd.		90,160		340,988


			$	1,268,441




Energy Equipment & Services — 1.5%

OAO TMK GDR⁽¹⁾		25,800	$	506,865


			$	506,865




Food Products — 4.8%

Nestle SA ADR		20,100	$	1,102,485
Unilever PLC		17,000		490,117


			$	1,592,602




Hotels, Restaurants & Leisure — 1.5%

Carnival PLC		5,100	$	220,347
InterContinental Hotels Group PLC		14,400		278,109


			$	498,456




Household Durables — 1.7%

Desarrolladora Homex SAB de CV ADR⁽¹⁾		16,400	$	550,712


			$	550,712

See notes to financial statements

International Equity Portfolio as of October 31, 2010

PORTFOLIO OF INVESTMENTS CONT’D


Security	Shares		Value



Household Products — 1.2%

Henkel AG & Co. KGaA		7,800	$	386,539


			$	386,539




Industrial Conglomerates — 7.0%

Cookson Group PLC⁽¹⁾		61,000	$	503,593
Keppel Corp., Ltd. ADR		85,700		1,319,780
Siemens AG ADR		4,300		491,533


			$	2,314,906




Insurance — 2.4%

AXA SA ADR		14,300	$	260,689
Swiss Reinsurance Co., Ltd.		3,500		168,165
Zurich Financial Services AG		1,500		367,076


			$	795,930




Machinery — 1.6%

Volvo AB⁽¹⁾		38,900	$	526,640


			$	526,640




Media — 1.4%

Focus Media Holding, Ltd. ADR⁽¹⁾		19,200	$	475,200


			$	475,200




Metals & Mining — 5.9%

Anglo American PLC ADR		21,863	$	508,315
Thompson Creek Metals Co., Inc.⁽¹⁾		42,200		508,088
Vale SA ADR		32,100		922,233


			$	1,938,636




Office Electronics — 2.2%

Canon, Inc.		15,400	$	708,912


			$	708,912




Oil, Gas & Consumable Fuels — 8.1%

BP PLC ADR		4,200	$	171,486
CNOOC, Ltd.		173,000		360,276
Petroleo Brasileiro SA ADR		20,200		630,038
Rosneft Oil Co. GDR⁽¹⁾		69,300		482,198
Statoil ASA ADR		15,191		331,620
Total SA ADR		12,700		691,896


			$	2,667,514



Pharmaceuticals — 10.0%

AstraZeneca PLC ADR		12,000	$	605,520
Genomma Lab Internacional SAB de CV⁽¹⁾		90,000		193,950
GlaxoSmithKline PLC ADR		13,800		538,752
Novartis AG ADR		23,600		1,367,620
Novo Nordisk A/S, Class B		1,800		189,003
Sanofi-Aventis		5,500		385,339


			$	3,280,184




Real Estate Management & Development — 0.8%

Raven Russia, Ltd.		324,251	$	269,701


			$	269,701




Specialty Retail — 1.2%

Kingfisher PLC		103,000	$	392,388


			$	392,388




Tobacco — 3.7%

British American Tobacco PLC ADR		16,100	$	1,227,303


			$	1,227,303




Trading Companies & Distributors — 2.7%

Mitsubishi Corp.		9,000	$	216,177
Mitsui & Co., Ltd.		42,000		660,551


			$	876,728




Wireless Telecommunication Services — 3.6%

Turkcell Iletisim Hizmetleri AS ADR		44,400	$	796,092
Vodafone Group PLC ADR		13,800		379,638


			$	1,175,730



Total Common Stocks
(identified cost $28,290,566)			$	32,996,271

See notes to financial statements

International Equity Portfolio as of October 31, 2010

PORTFOLIO OF INVESTMENTS CONT’D


Short-Term Investments — 0.1%

	Interest
Description	(000’s omitted)		Value


Eaton Vance Cash Reserves Fund, LLC, 0.22%⁽²⁾⁽³⁾	$	38	$	37,611



Total Short-Term Investments
(identified cost $37,611)			$	37,611



Total Investments — 100.3%
(identified cost $28,328,177)			$	33,033,882



Other Assets, Less Liabilities — (0.3)%			$	(111,542	)



Net Assets — 100.0%			$	32,922,340

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, 2010.

(3)		Net income allocated from the investment in Eaton Vance Cash Reserves Fund, LLC and Cash Management Portfolio, an affiliated investment company, for the year ended October 31, 2010 was $2,157 and $0, respectively.


Country Concentration of Portfolio

	Percentage
Country	of Net Assets			Value


United Kingdom		19.4	%	$	6,382,441
Japan		11.4			3,762,525
Switzerland		11.3			3,728,014
France		7.9			2,609,784
Singapore		6.8			2,236,745
Brazil		5.8			1,907,951
Germany		5.0			1,629,489
Russia		3.8			1,258,764
Hong Kong		3.7			1,226,544
China		3.5			1,158,633
Canada		3.4			1,118,807
Mexico		3.4			1,112,559
Turkey		3.1			1,035,474
Belgium		2.0			651,243
Spain		1.8			602,602
Sweden		1.6			526,640
Poland		1.1			369,556
Netherlands		1.1			350,725
Taiwan		1.0			340,988
Norway		1.0			331,620
Austria		0.8			249,406
Italy		0.7			216,758
Denmark		0.6			189,003
United States		0.1			37,611


Total Investments		100.3	%	$	33,033,882

See notes to financial statements

International Equity Portfolio as of October 31, 2010

FINANCIAL STATEMENTS

Statement of Assets and Liabilities


As of October 31, 2010

Assets

Unaffiliated investments, at value (identified cost, $28,290,566)	$	32,996,271
Affiliated investment, at value (identified cost, $37,611)		37,611
Dividends receivable		51,667
Interest receivable from affiliated investment		7
Receivable for investments sold		547,629
Tax reclaims receivable		79,598


Total assets	$	33,712,783





Liabilities

Demand note payable	$	700,000
Payable to affiliates:
Investment adviser fee		35,185
Trustees’ fees		129
Accrued expenses		55,129


Total liabilities	$	790,443


Net Assets applicable to investors’ interest in Portfolio	$	32,922,340





Sources of Net Assets

Net proceeds from capital contributions and withdrawals	$	28,212,061
Net unrealized appreciation		4,710,279


Total	$	32,922,340

Statement of Operations


For the Year Ended
October 31, 2010

Investment Income

Dividends (net of foreign taxes, $79,154)	$	813,653
Interest income allocated from affiliated investments		3,015
Expenses allocated from affiliated investments		(858	)


Total investment income	$	815,810





Expenses

Investment adviser fee	$	331,838
Trustees’ fees and expenses		1,592
Custodian fee		49,942
Legal and accounting services		40,956
Stock dividend tax		626
Miscellaneous		3,005


Total expenses	$	427,959


Deduct —
Reduction of custodian fee	$	2
Allocation of expenses to affiliates		11,706


Total expense reductions	$	11,708



Net expenses	$	416,251



Net investment income	$	399,559





Realized and Unrealized Gain (Loss)

Net realized gain (loss) —
Investment transactions	$	(1,689,850	)
Investment transactions allocated from affiliated investments		(187	)
Foreign currency transactions		(5,371	)


Net realized loss	$	(1,695,408	)


Change in unrealized appreciation (depreciation) —
Investments	$	2,745,007
Foreign currency		3,971


Net change in unrealized appreciation (depreciation)	$	2,748,978



Net realized and unrealized gain	$	1,053,570



Net increase in net assets from operations	$	1,453,129

See notes to financial statements

International Equity Portfolio as of October 31, 2010

FINANCIAL STATEMENTS CONT’D

Statements of Changes in Net Assets


Increase (Decrease)	Year Ended			Year Ended
in Net Assets	October 31, 2010			October 31, 2009

From operations —
Net investment income	$	399,559		$	626,944
Net realized loss from investment and foreign currency transactions		(1,695,408	)		(8,780,286	)
Net change in unrealized appreciation (depreciation) from investments and foreign currency		2,748,978			13,458,356


Net increase in net assets from operations	$	1,453,129		$	5,305,014


Capital transactions —
Contributions	$	19,000,015		$	9,904,124
Withdrawals		(18,213,363	)		(10,031,643	)


Net increase (decrease) in net assets from capital transactions	$	786,652		$	(127,519	)



Net increase in net assets	$	2,239,781		$	5,177,495





Net Assets

At beginning of year	$	30,682,559		$	25,505,064


At end of year	$	32,922,340		$	30,682,559

See notes to financial statements

International Equity Portfolio as of October 31, 2010

FINANCIAL STATEMENTS CONT’D

Supplementary Data


	Year Ended October 31,
													Period Ended
	2010			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	%		1.25	%		0.87	%		1.26	%⁽³⁾
Expenses after custodian fee reduction⁽²⁾		1.25	%		1.25	%		1.25	%		0.87	%		1.25	%⁽³⁾
Net investment income		1.20	%		2.33	%		2.10	%		3.72	%⁽⁴⁾		0.92	%⁽³⁾
Portfolio Turnover		47	%		61	%		35	%		21	%		1	%⁽⁵⁾


Total Return		5.19	%		18.47	%		(47.77	)%		34.59	%		6.60	%⁽⁵⁾



Net assets, end of period (000’s omitted)	$	32,922		$	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 0.04%, 0.05%, 0.02%, 0.55% and 5.21% of average daily net assets for the years ended October 31, 2010, 2009, 2008 and 2007 and the period ended October 31, 2006, respectively). A portion of the waiver and/or 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

International Equity Portfolio as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS

1 Significant Accounting Policies

International Equity Portfolio (the Portfolio) is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as a diversified, open-end management investment company. The Portfolio’s investment objective is to achieve 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, 2010, Eaton Vance International Equity Fund and Eaton Vance Equity Asset Allocation Fund held an interest of 67.5% and 12.1%, 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 Investment Valuation — Equity securities (including common shares of closed-end investment companies) listed on a U.S. securities exchange generally are valued at the last sale or closing 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 purchased 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 Eaton Vance Cash Reserves Fund, LLC (Cash Reserves Fund), an affiliated investment company managed by Eaton Vance Management (EVM). Cash Reserves Fund generally values its investment securities utilizing the amortized cost valuation technique in accordance with Rule 2a-7 under 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 Reserves Fund may value its investment securities based on available market quotations provided by a third party pricing service.

International Equity Portfolio as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS CONT’D

2 Investment Adviser Fee and Other Transactions with Affiliates

The investment adviser fee is earned by Boston Management and Research (BMR), a subsidiary of EVM, 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 is payable monthly. On net assets of $500 million and over, the annual fee is reduced. 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. Prior to its liquidation in February 2010, the portion of the adviser fee payable by Cash Management Portfolio, an affiliated investment company, on the Portfolio’s investment of cash therein was credited against the Portfolio’s investment adviser fee. The Portfolio currently invests its cash in Cash Reserves Fund. EVM does not currently receive a fee for advisory services provided to Cash Reserves Fund. For the year ended October 31, 2010, the Portfolio’s investment adviser fee totaled $332,458 of which $620 was allocated from Cash Management Portfolio and $331,838 was paid or accrued directly by the Portfolio. For the year ended October 31, 2010, the Portfolio’s investment adviser fee, including the portion allocated from Cash Management Portfolio, was 1.00% of the Portfolio’s average daily net assets. Pursuant to a voluntary expense reimbursement,

International Equity Portfolio as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS CONT’D

BMR and Eagle were allocated $5,853 and $5,853, respectively, of the Portfolio’s operating expenses for the year ended October 31, 2010.

3 Purchases and Sales of Investments

Purchases and sales of investments, other than short-term obligations, aggregated $16,784,229 and $14,955,785, respectively, for the year ended October 31, 2010.

4 Federal Income Tax Basis of Investments

The cost and unrealized appreciation (depreciation) of investments of the Portfolio at October 31, 2010, as determined on a federal income tax basis, were as follows:


Aggregate cost	$	28,440,226


Gross unrealized appreciation	$	5,286,384
Gross unrealized depreciation		(692,728	)


Net unrealized appreciation	$	4,593,656

The net unrealized appreciation on foreign currency at October 31, 2010 on a federal income tax basis was $3,168.

5 Line of Credit

The Portfolio participates with other portfolios and funds managed by EVM and its affiliates in a $450 million unsecured line of credit agreement with a group of banks. Borrowings are made by the Portfolio solely to facilitate the handling of unusual and/or unanticipated short-term cash requirements. Interest is charged to the Portfolio based on its borrowings at an amount above either the Eurodollar rate or Federal Funds rate. In addition, a fee computed at an annual rate of 0.10% on the daily unused portion of the line of credit is allocated among the participating portfolios and funds at the end of each quarter. Because the line of credit is not available exclusively to the Portfolio, it may be unable to borrow some or all of its requested amounts at any particular time. At October 31, 2010, the Portfolio had a balance outstanding pursuant to this line of credit of $700,000 at an interest rate of 1.44%. 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, 2010. The Portfolio’s average borrowings or allocated fees during the year ended October 31, 2010 were not significant.

6 Risks Associated with Foreign Investments

7 Fair Value Measurements


	•	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.

International Equity Portfolio as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS CONT’D

At October 31, 2010, the inputs used in valuing the Portfolio’s investments, which are carried at value, were as follows:


	Quoted
	Prices in
	Active		Significant
	Markets for		Other			Significant
	Identical		Observable			Unobservable
	Assets		Inputs			Inputs

Asset Description	(Level 1)		(Level 2)			(Level 3)		Total

Common Stocks
Consumer Discretionary	$	1,505,111	$	1,797,634		$	—	$	3,302,745
Consumer Staples		3,400,611		876,656			—		4,277,267
Energy		1,825,040		1,349,339			—		3,174,379
Financials		1,533,334		5,705,165			—		7,238,499
Health Care		2,705,842		574,342			—		3,280,184
Industrials		2,204,423		2,156,367			—		4,360,790
Information Technology		—		1,977,353			—		1,977,353
Materials		2,549,355		421,726			—		2,971,081
Telecommunication Services		1,175,730		953,327			—		2,129,057
Utilities		—		284,916			—		284,916


Total Common Stocks	$	16,899,446	$	16,096,825	*	$	—	$	32,996,271


Short-Term Investments	$	—	$	37,611		$	—	$	37,611


Total Investments	$	16,899,446	$	16,134,436		$	—	$	33,033,882


*		Includes foreign equity securities whose values were adjusted to reflect market trading of comparable securities or other correlated instruments 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, 2009 whose fair value was determined using Level 3 inputs.

International Equity Portfolio as of October 31, 2010

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, 2010, 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 four 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, 2010, 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, 2010, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the supplementary data for each of the four years in the period then ended and 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 14, 2010

Eaton Vance International Equity Fund

BOARD OF TRUSTEES’ CONTRACT APPROVAL

Overview of the Contract Review Process

Information about Fees, Performance and Expenses


	•	An independent report comparing the advisory and related fees paid by each fund with fees paid by comparable funds;
	•	An independent report comparing each fund’s total expense ratio and its components to comparable funds;
	•	An independent report comparing the investment performance of each fund (including yield where relevant) to the investment performance of comparable funds over various time periods;
	•	Data regarding investment performance in comparison to relevant peer groups of similarly managed funds and appropriate indices;
	•	For each fund, comparative information concerning the fees charged and the services provided by each adviser in managing other mutual funds and institutional accounts using investment strategies and techniques similar to those used in managing such fund;
	•	Profitability analyses for each adviser with respect to each fund;

Information about Portfolio Management


	•	Descriptions of the investment management services provided to each fund, including the investment strategies and processes employed, and any changes in portfolio management processes and personnel;
	•	Information concerning the allocation of brokerage and the benefits received by each adviser as a result of brokerage allocation, including information concerning the acquisition of research through “soft dollar” benefits received in connection with the funds’ brokerage, and the implementation of a soft dollar reimbursement program established with respect to the funds;
	•	Data relating to portfolio turnover rates of each fund;
	•	The procedures and processes used to determine the fair value of fund assets and actions taken to monitor and test the effectiveness of such procedures and processes;

Information about each Adviser


	•	Reports detailing the financial results and condition of each adviser;
	•	Descriptions of the qualifications, education and experience of the individual investment professionals whose responsibilities include portfolio management and investment research for the funds, and information relating to their compensation and responsibilities with respect to managing other mutual funds and investment accounts;
	•	Copies of the Codes of Ethics of each adviser and its affiliates, together with information relating to compliance with and the administration of such codes;
	•	Copies of or descriptions of each adviser’s policies and procedures relating to proxy voting, the handling of corporate actions and class actions;
	•	Information concerning the resources devoted to compliance efforts undertaken by each adviser and its affiliates on behalf of the funds (including descriptions of various compliance programs) and their record of compliance with investment policies and restrictions, including policies with respect to market-timing, late trading and selective portfolio disclosure, and with policies on personal securities transactions;
	•	Descriptions of the business continuity and disaster recovery plans of each adviser and its affiliates;
	•	A description of Eaton Vance Management’s procedures for overseeing third party advisers and sub-advisers;

Other Relevant Information


	•	Information concerning the nature, cost and character of the administrative and other non-investment management services provided by Eaton Vance Management and its affiliates;
	•	Information concerning management of the relationship with the custodian, subcustodians and fund accountants by each adviser or the funds’ administrator; and
	•	The terms of each advisory agreement.

Eaton Vance International Equity Fund

BOARD OF TRUSTEES’ CONTRACT APPROVAL CONT’D

Results of the Process

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 Sub-adviser.

The Board considered the Adviser and 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. The Board specifically noted the Adviser’s in-house equity research capabilities. With respect to the Adviser, the Board considered the Adviser’s responsibilities supervising the Sub-adviser. The Board also took into account the resources dedicated to portfolio management and other services, including the compensation methods to recruit and retain investment personnel, and the time and attention devoted to the Portfolio by senior management. With respect to the Sub-adviser, the Board took into 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 in recent years from regulatory authorities such as the Securities and Exchange Commission and the Financial Industry Regulatory Authority.

Eaton Vance International Equity Fund

BOARD OF TRUSTEES’ CONTRACT APPROVAL CONT’D

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

Fund Performance

The Board compared the Fund’s investment performance to a relevant universe of similarly managed funds identified by an independent data provider and appropriate benchmark indices. The Board reviewed comparative performance data for the one- and three-year periods ended September 30, 2009 for the Fund. On the basis of the foregoing and other relevant information provided by the Adviser in response to inquiries from the Contract Review Committee, the Board concluded that the performance of the Fund was satisfactory.

Management Fees and Expenses

The Board reviewed contractual investment advisory fee rates, including any administrative fee rates, payable by the Portfolio and the Fund (referred to collectively as “management fees”). As part of its review, the Board considered the management fees and the Fund’s total expense ratio for the year ended September 30, 2009 as compared to a group of similarly managed funds selected by an independent data provider. The Board also considered factors that had an impact on Fund expense ratios, as identified by management in response to inquiries from the Contract Review Committee, as well as actions being taken to reduce expenses at the fund complex level. The Board 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 the Adviser and the Sub-adviser, the Board concluded that the management fees charged for advisory and related services are reasonable.

Profitability

The Board reviewed the level of profits realized by the Adviser and relevant affiliates thereof 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 and the Portfolio, including the benefits of research services that may be available to the Adviser or Sub-adviser as a result of securities transactions effected for the Portfolio and other investment advisory clients. The Board 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 and the Portfolio, on the other hand, can expect to realize benefits from economies of scale as the assets of the Fund and the Portfolio increase. The Board acknowledged the difficulty in accurately measuring the benefits resulting from the economies of scale with respect to the management of any specific fund or group of funds. The Board reviewed data summarizing the increases and decreases in the assets of the Fund and of all Eaton Vance Funds as a group over various time periods, and evaluated the extent to which the total expense ratio of the Fund and the profitability of the Adviser and its affiliates may have been affected by such increases or decreases. Based upon the foregoing, the Board concluded that the benefits from economies of scale are currently being shared equitably by the Adviser and its affiliates and the Fund. The Board also concluded that, assuming reasonably foreseeable increases in the assets of the Portfolio, the structure of the advisory fee, which includes breakpoints at several asset levels, can be expected to cause the Adviser and its affiliates, Eagle, and the Fund to continue to share such benefits equitably.

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

Principal Occupation(s)

in Fund Complex

Name and

Trust and

Length of

During Past Five Years and

Overseen By

Other Directorships Held

Year of Birth

the Portfolio

Service

Other Relevant Experience

Trustee⁽¹⁾

During the Last Five Years⁽²⁾

Interested Trustee

Thomas E. Faust Jr.
1958

Trustee and
President of
the Trust

Trustee since 2007 and President of the Trust since 2002

184

Director of EVC.

Noninterested Trustees

Benjamin C. Esty
1963

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.

184

None

Allen R. Freedman
1940

Trustee

Since 2007

184

Director of Assurant, Inc. (insurance provider) and Stonemor Partners, L.P. (owner and operator of cemeteries).

William H. Park
1947

Trustee

Of the Trust since 2003 and of the Portfolio since 2006

184

None

Ronald A. Pearlman
1940

Trustee

Of the Trust since 2003 and of the Portfolio since 2006

184

None

Eaton Vance International Equity Fund

MANAGEMENT AND ORGANIZATION CONT’D

Position(s)

Term of

Number of Portfolios

with the

Office and

Principal Occupation(s)

in Fund Complex

Name and

Trust and

Length of

During Past Five Years and

Overseen By

Other Directorships Held

Year of Birth

the Portfolio

Service

Other Relevant Experience

Trustee⁽¹⁾

During the Last Five Years⁽²⁾

Noninterested Trustees (continued)

Helen Frame Peters
1948

Trustee

Since 2008

184

Lynn A. Stout
1957

Trustee

Of the Trust since 1998 and of the Portfolio since 2006

184

None

Ralph F. Verni
1943

Chairman of
the Board
and Trustee

Chairman of the Board since 2007; Trustee of the Trust since 2005 and of the Portfolio since 2006

184

None

Principal Officers who are not Trustees


	Position(s)	Term of
	with the	Office and
Name and	Trust and	Length of	Principal Occupation(s)
Year of Birth	the Portfolio	Service	During Past Five Years


William H. Ahern, Jr. 1959	Vice President of the Trust	Since 1995	Vice President of EVM and BMR. Officer of 80 registered investment companies managed by EVM or BMR.

Edward R. Allen, III 1960	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 1970	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 was an Account Team Representative in Singapore for Applied Materials Inc. Officer of 37 registered investment companies managed by EVM or BMR.

Maria C. Cappellano 1967	Vice President of the Trust	Since 2009	Vice President of EVM and BMR. Officer of 49 registered investment companies managed by EVM or BMR.

Michael A. Cirami 1975	Vice President of the Trust	Since 2008	Vice President of EVM and BMR. Officer of 37 registered investment companies managed by EVM or BMR.

Cynthia J. Clemson 1963	Vice President of the Trust	Since 2005	Vice President of EVM and BMR. Officer of 96 registered investment companies managed by EVM or BMR.

John H. Croft 1962	Vice President of the Trust	Since 2010	Vice President of EVM and BMR. Officer of 38 registered investment companies managed by EVM or BMR.

Charles B. Gaffney 1972	Vice President of the Trust	Since 2007	Director of Equity Research and a Vice President of EVM and BMR. Officer of 33 registered investment companies managed by EVM or BMR.

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)
Year of Birth	the Portfolio	Service	During Past Five Years


Principal Officers who are not Trustees (continued)

Thomas N. Hunt, III 1964	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 1972	Vice President of the Trust	Since 2007	Vice President of EVM and BMR. Officer of 40 registered investment companies managed by EVM or BMR.

Aamer Khan 1960	Vice President of the Trust	Since 2005	Vice President of EVM and BMR. Officer of 36 registered investment companies managed by EVM or BMR.

Thomas H. Luster 1962	Vice President of the Trust	Since 2006	Vice President of EVM and BMR. Officer of 55 registered investment companies managed by EVM or BMR.

Jeffrey A. Rawlins 1961	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 33 registered investment companies managed by EVM or BMR.

Duncan W. Richardson 1957	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 1954	Vice President of the Trust	Since 2003	Vice President of EVM and BMR. Officer of 54 registered investment companies managed by EVM or BMR.

Susan Schiff 1961	Vice President of the Trust	Since 2002	Vice President of EVM and BMR. Officer of 38 registered investment companies managed by EVM or BMR.

Thomas Seto 1962	Vice President of the Trust	Since 2007	Vice President and Director of Portfolio Management of Parametric. Officer of 33 registered investment companies managed by EVM or BMR.

David M. Stein 1951	Vice President of the Trust	Since 2007	Managing Director and Chief Investment Officer of Parametric. Officer of 33 registered investment companies managed by EVM or BMR.

Eric A. Stein 1980	Vice President of the Trust	Since 2009	Vice President of EVM and BMR. Originally joined EVM in July 2002. Prior to re-joining EVM in September 2008, Mr. Stein worked at the Federal Reserve Bank of New York (2007-2008) and attended business school in Chicago, Illinois. Officer of 34 registered investment companies managed by EVM or BMR.

Dan R. Strelow 1959	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 33 registered investment companies managed by EVM or BMR.

Mark S. Venezia 1949	Vice President of the Trust	Since 2007	Vice President of EVM and BMR. Officer of 40 registered investment companies managed by EVM or BMR.

Adam A. Weigold 1975	Vice President of the Trust	Since 2007	Vice President of EVM and BMR. Officer of 73 registered investment companies managed by EVM or BMR.

Barbara E. Campbell 1957	Treasurer	Of the Trust since 2005 and of the Portfolio since 2008	Vice President of EVM and BMR. Officer of 184 registered investment companies managed by EVM or BMR.

Maureen A. Gemma 1960	Secretary and Chief Legal Officer	Secretary since 2007 and Chief Legal Officer since 2008	Vice President of EVM and BMR. Officer of 184 registered investment companies managed by EVM or BMR.

Paul M. O’Neil 1953	Chief Compliance Officer	Since 2004	Vice President of EVM and BMR. Officer of 184 registered investment companies managed by EVM or BMR.

Eaton Vance International Equity Fund

MANAGEMENT AND ORGANIZATION CONT’D


(1)		Includes both master and feeder funds in a master-feeder structure.

(2)		During their respective tenures, the Trustees also served as trustees of one or more of the following Eaton Vance funds (which operated in the years noted): Eaton Vance Credit Opportunities Fund (launched in 2005 and terminated in 2010); Eaton Vance Insured Florida Plus Municipal Bond Fund (launched in 2002 and terminated in 2009); and Eaton Vance National Municipal Income Fund (launched in 1998 and terminated in 2009).

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

BNY Mellon Asset 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

This report must be preceded or accompanied by a current prospectus, or summary prospectus, if available. Before investing, investors should consider carefully the Fund’s investment objective(s), risks, and charges and expenses. The Fund’s current prospectus, or summary prospectus, if available, 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.


2773-12/10	IEFSRC

IMPORTANT NOTICES


	•	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.

Eaton Vance International Income Fund as of October 31, 2010

MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE

Mark S. Venezia, CFA
Co-Portfolio Manager

Economic and Market Conditions

•		During the fiscal year ending October 31, 2010, the strongest returns in the global credit markets were generated by the riskier assets, including the emerging markets. Credit spreads were tighter across most of the U.S. credit markets for the 12-month period, with the strongest performance produced during the first six months. In the U.S. fixed-income markets, positive returns during the last six months were primarily the result of a rally in U.S. Treasuries, accompanied by only modest spread widening. For the fiscal year, yields fell across the U.S. Treasury curve, with the 2-year, 5-year, and 10-year bond yields declining by 55,114, and 78 basis points, respectively.

•		Turning to the global currency markets, the euro depreciated by more than 5% versus the U.S. dollar during the period; however, most other currencies across the developed and emerging markets, including the Japanese yen, appreciated significantly. Currency appreciation was widespread for the period, including significant appreciation in emerging Asia and Latin America (against the dollar) and Eastern Europe, the Middle East and Africa (against the euro).

•		For the 12-month period, among the most notable developments were the problems in Europe, as markets increasingly focused on the fiscal problems in Portugal, Italy, Greece and Spain. The first half of the period produced consistent negative headlines out of Greece, resulting in both increased volatility and significant credit spread widening in those four countries.

John R. Baur
Co-Portfolio Manager

Michael A. Cirami, CFA
Co-Portfolio Manager

•

Management Discussion

•		The Fund¹ seeks to provide total return by investing in securities, derivatives, and other instruments to establish long and short investment exposures around the world. In this connection, the Fund invests principally in 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.

•		For the fiscal year ending October 31, 2010, the Fund generated a positive total return but underperformed the JPMorgan Government Bond Index – Global, ex U.S. (the Index).² The Fund’s underperformance can be attributed to its diversified approach to gaining foreign exchange exposures and duration rather than the concentrated weightings in debt denominated in the euro, British pound and Japanese yen in the Index. During the year, the primary drivers of the Fund’s underperformance versus the Index were its avoidance of Japanese local debt and an underweight

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


Class A³	1.70	%
JPMorgan Government Bond Index – Global, ex U.S.²	8.00

See page 3 for more performance information.


¹		The Fund currently invests in a separate 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 was deducted, the return would be lower.

Eaton Vance International Income Fund as of October 31, 2010

MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE

		position in the Japanese yen. Offsetting that under-performance, the Fund’s positions in Latin America, Eastern Europe, Greece, U.S. Government agency mortgage-backed securities (MBS), and commodities produced significant positive returns for the Fund.

•		The Fund’s exposures in Eastern Europe contributed positively to its relative performance, primarily due to positions in Turkey. Turkey had a surprisingly strong recovery from the international economic crisis, and the Fund’s position in Turkish inflation-linked bonds benefited from strong demand, as concerns about future inflation became an investor focus. Additionally, the Fund’s position in local debt of the Czech Republic benefited from strong currency performance versus the euro.

•		Performance in Latin America was positive throughout the region. The Fund’s positions in Brazil, Chile, and Mexico generated the most significant positive returns. Generally, Latin America benefited from growth in the region, as well as broad dollar weakness.

•		In Greece, the debt crisis pushed credit default swap (CDS) spreads hundreds of basis points wider, and the Fund’s short CDS position benefited. Although an international bailout package and a government-imposed austerity program helped to mitigate the pace of widening credit spreads, concerns about default and restructuring remained.

•		Commodities were also a significant source of positive return for the Fund. The Fund has positions in gold and silver, which returned 30% and 52% for the fiscal year, respectively. In the U.S., the rally in U.S. Treasuries, accompanied by modest spread tightening, led to positive returns for the Fund’s MBS positions as well.

•		The Fund’s duration was reduced to 1.49 years as of October 31, 2010, from 4.51 years as of October 31, 2009. 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.

Portfolio Composition

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


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

Currency Positions²
By total net assets


Brazil	3.5	%
Sweden	3.2
Australia	3.2
Poland	3.1
United Kingdom	3.1
Mexico	3.0
Switzerland	3.0
Turkey	3.0
Norway	3.0
South Korea	3.0
India	3.0
Denmark	2.9
Israel	2.9
Colombia	2.9
Canada	2.8
China	2.8
Egypt	2.7
Czech Republic	2.4
Malaysia	2.3
Indonesia	2.3
Lebanon	2.2
Hungary	2.1
New Zealand	2.1
Philippines	2.0
Chile	2.0
Qatar	2.0
Silver	2.0
Singapore	1.9
Peru	1.9
Taiwan	1.9
Russia	1.9
Kazakhstan	1.8
Gold	1.6
Dominican Republic	1.1
Uruguay	1.0
Mauritius	1.0
Croatia	1.0
Zambia	1.0
Morocco	1.0
Romania	1.0
Thailand	1.0
Kuwait	0.9
Nigeria	0.9
Ghana	0.9
Ukraine	0.9
Uganda	0.9
Kenya	0.9
Serbia	0.8
Georgia	0.6
Costa Rica	0.6
Azerbaijan	0.6
Sri Lanka	0.4
Euro	-25.5


²		Currency Positions reflect the Portfolio’s investments as of 10/31/10. Currency exposures include all foreign exchange denominated assets and all currency derivatives. As of 10/31/10, Foreign Long Derivatives were 57.0%; Foreign Short Derivatives were -4.5%. All numbers are a percentage of total net assets. Total exposures may exceed 100% due to implicit leverage created by derivatives. All percentages are rounded to one decimal.

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.

Eaton Vance International Income Fund as of October 31, 2010

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. (JPMorgan Index), 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 Index. 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 the redemptions of Fund shares.


Fund Performance¹	Class A
Share Class Symbol	EAIIX

Average Annual Total Returns (at net asset value)
One Year		1.70	%
Life of Fund^†		9.16

SEC Average Annual Total Returns (including sales charge or applicable CDSC)
One Year		-3.10	%
Life of Fund^†		7.58


^†		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 certain expenses to the administrator, the returns would be lower.

Total Annual


Operating Expenses²	Class A

Gross Expense Ratio		2.86	%
Net Expense Ratio		1.10


²		Source: Prospectus dated 3/1/10. Net Expense Ratio reflects a contractual expense limitation that continues through February 28, 2011. Thereafter, the expense limitation may be changed or terminated at any time. Without this expense limitation performance would have been lower.


^*		Source: Lipper Inc. Class A of the Fund commenced investment 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.

Eaton Vance International Income Fund as of October 31, 2010

FUND EXPENSES

Eaton Vance International Income Fund

Beginning Account Value

Ending Account Value

Expenses Paid During Period*

(5/1/10)

(10/31/10)

(5/1/10 – 10/31/10)

Actual

Class A

$1,000.00

$1,035.30

$5.64

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, 2010. The Example reflects the expenses of both the Fund and the Portfolio.

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

Eaton Vance International Income Fund as of October 31, 2010

FINANCIAL STATEMENTS

Statement of Assets and Liabilities


As of October 31, 2010

Assets

Investment in International Income Portfolio, at value (identified cost, $8,346,745)	$	8,600,255
Receivable for Fund shares sold		7,833
Receivable from affiliate		11,179


Total assets	$	8,619,267





Liabilities

Payable for Fund shares redeemed	$	12,417
Distributions payable		6,244
Payable to affiliates:
Distribution and service fees		2,133
Trustees’ fees		42
Accrued expenses		45,948


Total liabilities	$	66,784


Net Assets	$	8,552,483





Sources of Net Assets

Paid-in capital	$	8,523,483
Accumulated net realized loss from Portfolio		(237,117	)
Accumulated undistributed net investment income		12,607
Net unrealized appreciation from Portfolio		253,510


Total	$	8,552,483





Class A Shares

Net Assets	$	8,552,483
Shares Outstanding		752,818
Net Asset Value and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	11.36
Maximum Offering Price Per Share
(100 ¸ 95.25 of net asset value per share)	$	11.93

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

Statement of Operations


For the Year Ended
October 31, 2010

Investment Income

Interest allocated from Portfolio (net of foreign taxes, $6,178)	$	258,319
Dividends allocated from Portfolio (net of foreign taxes, $12)		113
Expenses allocated from Portfolio		(65,353	)


Total investment income from Portfolio	$	193,079





Expenses

Distribution and service fees	$	20,220
Trustees’ fees and expenses		500
Custodian fee		6,608
Transfer and dividend disbursing agent fees		8,992
Legal and accounting services		32,110
Printing and postage		25,753
Registration fees		21,609
Miscellaneous		9,961


Total expenses	$	125,753


Deduct —
Allocation of expenses to affiliate	$	116,965


Total expense reductions	$	116,965



Net expenses	$	8,788



Net investment income	$	184,291





Realized and Unrealized Gain (Loss) from Portfolio

Net realized gain (loss) —
Investment transactions	$	(134,832	)
Written options		7,322
Financial futures contracts		32,594
Swap contracts		29,402
Foreign currency and forward foreign currency exchange contract transactions		(298,598	)


Net realized loss	$	(364,112	)


Change in unrealized appreciation (depreciation) —
Investments	$	347,569
Written options		(8,878	)
Financial futures contracts		(1,717	)
Swap contracts		32,593
Foreign currency and forward foreign currency exchange contracts		(56,139	)


Net change in unrealized appreciation (depreciation)	$	313,428



Net realized and unrealized loss	$	(50,684	)



Net increase in net assets from operations	$	133,607

See notes to financial statements

Eaton Vance International Income Fund as of October 31, 2010

FINANCIAL STATEMENTS CONT’D

Statements of Changes in Net Assets


	Year Ended			Year Ended
Increase (Decrease) in Net Assets	October 31, 2010			October 31, 2009

From operations —
Net investment income	$	184,291		$	192,970
Net realized loss from investment transactions, written options, financial futures contracts, swap contracts and foreign currency and forward foreign currency exchange contract transactions		(364,112	)		(62,814	)
Net change in unrealized appreciation (depreciation) from investments, written options, financial futures contracts, swap contracts, foreign currency and forward foreign currency exchange contracts		313,428			689,653


Net increase in net assets from operations	$	133,607		$	819,809


Distributions to shareholders —
From net investment income	$	(29,480	)	$	(291,229	)
From net realized gain		(4,395	)		(123,388	)
Tax return of capital		(275,688	)		—


Total distributions to shareholders	$	(309,563	)	$	(414,617	)


Transactions in shares of beneficial interest —
Proceeds from sale of shares	$	4,790,647		$	6,137,114
Net asset value of shares issued to shareholders in payment of distributions declared		237,595			291,873
Cost of shares redeemed		(2,495,603	)		(6,155,710	)


Net increase in net assets from Fund share transactions	$	2,532,639		$	273,277



Net increase in net assets	$	2,356,683		$	678,469





Net Assets

At beginning of year	$	6,195,800		$	5,517,331


At end of year	$	8,552,483		$	6,195,800





Accumulated undistributed (distributions in excess of) net investment income included in net assets

At end of year	$	12,607		$	(28,949	)

See notes to financial statements

Eaton Vance International Income Fund as of October 31, 2010

FINANCIAL STATEMENTS CONT’D

Financial Highlights


	Class A

	Year Ended October 31,
										Period Ended
	2010			2009			2008			October 31, 2007⁽¹⁾

Net asset value — Beginning of period	$	11.690		$	10.350		$	10.850		$	10.000





Income (Loss) From Operations

Net investment income⁽²⁾	$	0.309		$	0.328		$	0.435		$	0.124
Net realized and unrealized gain (loss)		(0.114	)		1.738			(0.490	)		0.468


Total income (loss) from operations	$	0.195		$	2.066		$	(0.055	)	$	0.592





Less Distributions

From net investment income	$	(0.050	)	$	(0.496	)	$	(0.434	)	$	(0.014	)
From net realized gain		(0.007	)		(0.230	)		(0.013	)		(0.135	)
Tax return of capital		(0.468	)		—			—			—


Total distributions	$	(0.525	)	$	(0.726	)	$	(0.447	)	$	(0.149	)



Capital contribution from administrator⁽²⁾	$	—		$	—		$	0.002		$	0.407



Net asset value — End of period	$	11.360		$	11.690		$	10.350		$	10.850



Total Return⁽³⁾		1.70	%		20.67	%		(0.73	)%⁽⁴⁾		10.05	%⁽⁴⁾⁽⁵⁾





Ratios/Supplemental Data

Net assets, end of period (000’s omitted)	$	8,552		$	6,196		$	5,517		$	245
Ratios (as a percentage of average daily net assets):
Expenses^(6)(7)(8)		1.10	%		1.10	%		1.10	%		1.25	%⁽⁹⁾
Net investment income⁽⁷⁾		2.73	%		3.01	%		3.86	%		3.38	%⁽⁹⁾
Portfolio Turnover of the Portfolio		45	%		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 1.74%, 1.76%, 1.99% and 301.15% of average daily net assets for the years ended October 31, 2010, 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

Eaton Vance International Income Fund as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS

1 Significant 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 Massachusetts business 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 (5.1% at October 31, 2010). The performance of the Fund is directly affected by the performance of the Portfolio. The consolidated financial statements of the Portfolio, including the consolidated 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.

During the year ended October 31, 2010, a capital loss carryforward of $54,282 was utilized to offset net realized gains by the Fund.

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

2 Distributions 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

Eaton Vance International Income Fund as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS CONT’D

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, 2010 and October 31, 2009 was as follows:


	Year Ended October 31,
	2010		2009


Distributions declared from:
Ordinary income	$	29,480	$	291,229
Long-term capital gains	$	4,395	$	123,388
Tax return of capital	$	275,688		—

During the year ended October 31, 2010, accumulated net realized loss was decreased by $246,288, accumulated undistributed net investment income was decreased by $113,255 and paid-in capital was decreased by $133,033 due to differences between book and tax accounting, primarily for foreign currency gain (loss), net operating losses, paydown gain (loss), swap contracts 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, 2010, the components of distributable earnings (accumulated losses) and unrealized appreciation (depreciation) on a tax basis were as follows:


Net unrealized appreciation	$	35,244
Other temporary differences	$	(6,244	)

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, premium amortization, tax accounting for straddles, partnership allocations and the timing of recognizing distributions to shareholders.

3 Investment 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 Investable Assets of $1 billion and over, the annual fee is reduced. For the year ended October 31, 2010, the Fund incurred no investment 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 investment 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 Consolidated 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, 2011. Pursuant to this agreement, EVM was allocated $116,965 of the Fund’s operating expenses for the year ended October 31, 2010.

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, 2010, EVM earned $505 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 $5,904 as its portion of the sales charge on sales of Class A shares for the year ended October 31, 2010. EVD also received distribution and service fees from Class A shares (see Note 4).

4 Distribution Plan

Eaton Vance International Income Fund as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS CONT’D

5 Contingent 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, 2010, the Fund was informed that EVD received no CDSCs paid by Class A shareholders.

6 Investment Transactions

For the year ended October 31, 2010, increases and decreases in the Fund’s investment in the Portfolio aggregated $4,280,436 and $2,019,915, respectively.

7 Shares of Beneficial Interest


	Year Ended October 31,
Class A	2010			2009

Sales		424,658			548,445
Issued to shareholders electing to receive payments of distributions in Fund shares		21,049			26,513
Redemptions		(222,674	)		(578,109	)


Net increase (decrease)		223,033			(3,151	)

Eaton Vance International Income Fund as of October 31, 2010

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, 2010, 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, 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, 2010, 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, 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, 2010

Eaton Vance International Income Fund as of October 31, 2010

FEDERAL TAX INFORMATION (Unaudited)

The Form 1099-DIV you receive in January 2011 will show the tax status of all distributions paid to your account in calendar year 2010. 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 and/or regulations, shareholders must be notified within 60 days of the Fund’s fiscal year end regarding the status of the foreign tax credit and capital gains dividends.

Foreign Tax Credit. The Fund paid foreign taxes of $6,190 and recognized foreign source income of $186,179.

Capital Gains Dividends. The Fund designates $4,395 as a capital gain dividend.

International Income Portfolio as of October 31, 2010

CONSOLIDATED PORTFOLIO OF INVESTMENTS


Foreign Government Bonds — 22.9%

		Principal
Security		Amount		Value



Australia — 3.1%

Commonwealth of Australia, 5.75%, 6/15/11	AUD		5,077,000	$	5,009,579
Commonwealth of Australia, 6.25%, 4/15/15	AUD		146,000		150,309
Commonwealth of Australia, 6.50%, 5/15/13	AUD		152,000		154,718



Total Australia (identified cost $4,760,179)				$	5,314,606




Brazil — 0.1%

Nota Do Tesouro Nacional, 6.00%, 5/15/15⁽¹⁾	BRL		285,705	$	168,285



Total Brazil (identified cost $153,195)				$	168,285




Canada — 1.5%

Canada Housing Trust, 2.20%, 3/15/14	CAD		135,000	$	134,002
Canada Housing Trust, 3.60%, 6/15/13⁽²⁾	CAD		881,000		906,577
Canada Housing Trust, 3.75%, 3/15/20	CAD		665,000		689,275
Canada Housing Trust, 4.00%, 6/15/12⁽²⁾	CAD		214,000		218,293
Canada Housing Trust, 4.10%, 12/15/18	CAD		475,000		508,030



Total Canada (identified cost $2,216,966)				$	2,456,177




Chile — 2.0%

Government of Chile, 2.10%, 9/1/15⁽¹⁾	CLP		42,777,220	$	85,134
Government of Chile, 6.00%, 3/1/17	CLP		40,000,000		81,206
Government of Chile, 6.00%, 3/1/18	CLP		1,570,000,000		3,180,051



Total Chile (identified cost $3,184,832)				$	3,346,391




Congo — 0.0%⁽³⁾

Republic of Congo, 3.00%, 6/30/29	USD		64,600	$	40,052



Total Congo (identified cost $26,018)				$	40,052




Costa Rica — 0.6%

Titulo Propiedad Ud, 1.00%, 1/12/22⁽¹⁾	CRC		437,750,021	$	639,904
Titulo Propiedad Ud, 1.63%, 7/13/16⁽¹⁾	CRC		242,665,772		406,757



Total Costa Rica (identified cost $1,092,378)				$	1,046,661



Czech Republic — 0.9%

Czech Republic, 4.125%, 3/18/20	EUR		1,010,000	$	1,467,602



Total Czech Republic
(identified cost $1,520,165)				$	1,467,602




Denmark — 0.4%

Kingdom of Denmark, 4.00%, 11/15/15	DKK		215,000	$	44,026
Kingdom of Denmark, 4.00%, 11/15/17	DKK		1,008,000		208,790
Kingdom of Denmark, 5.00%, 11/15/13	DKK		938,000		193,215
Kingdom of Denmark, 6.00%, 11/15/11	DKK		460,000		90,176
Kingdom of Denmark, 7.00%, 11/10/24	DKK		790,000		218,075



Total Denmark (identified cost $700,654)				$	754,282




Dominican Republic — 1.0%

Dominican Republic “Bonos Internos” Total Return Linked Bond (Citibank, N.A.), 16.00%, 7/10/20⁽⁴⁾	DOP		58,300,000	$	1,695,581



Total Dominican Republic (identified cost $1,614,914)				$	1,695,581




Georgia — 0.1%

Republic of Georgia, 7.50%, 4/15/13	USD		115,000	$	121,325



Total Georgia (identified cost $85,549)				$	121,325




Israel — 0.2%

Israeli Government Bond, 3.00%, 10/31/19⁽¹⁾	ILS		330,723	$	103,747
Israeli Government Bond, 5.00%, 4/30/15⁽¹⁾	ILS		872,985		288,885



Total Israel (identified cost $360,088)				$	392,632




Macedonia — 0.1%

Republic of Macedonia, 4.625%, 12/8/15	EUR		190,000	$	248,972



Total Macedonia (identified cost $173,083)				$	248,972




Malaysia — 2.0%

Malaysian Government, 3.756%, 4/28/11	MYR		10,495,000	$	3,388,922



Total Malaysia (identified cost $3,355,324)				$	3,388,922

See notes to consolidated financial statements

International Income Portfolio as of October 31, 2010

CONSOLIDATED PORTFOLIO OF INVESTMENTS CONT’D


		Principal
Security		Amount		Value



Netherlands — 0.7%

Government of Netherlands, 3.75%, 1/15/23	EUR		368,000	$	557,016
Government of Netherlands, 4.50%, 7/15/17	EUR		206,000		325,968
Government of Netherlands, 5.00%, 7/15/12	EUR		212,000		314,553



Total Netherlands
(identified cost $1,093,568)				$	1,197,537




Peru — 1.9%

Republic of Peru, 9.91%, 5/5/15	PEN		7,200,000	$	3,147,675



Total Peru (identified cost $3,098,000)				$	3,147,675




Philippines — 1.6%

Philippine Government International Bond, 4.95%, 1/15/21	PHP		106,000,000	$	2,624,564



Total Philippines (identified cost $2,393,781)				$	2,624,564




Poland — 0.2%

Poland Government Bond, 3.00%, 8/24/16⁽¹⁾	PLN		1,066,229	$	381,845



Total Poland (identified cost $329,285)				$	381,845




Slovakia — 2.1%

Slovakia Government Bond, 0.00%, 1/27/12	EUR		2,600,000	$	3,550,461



Total Slovakia (identified cost $3,115,426)				$	3,550,461




South Africa — 0.6%

Republic of South Africa, 6.50%, 6/2/14	USD		815,000	$	941,325



Total South Africa (identified cost $885,136)				$	941,325




Sweden — 0.6%

Government of Sweden, 3.75%, 8/12/17	SEK		5,510,000	$	882,536
Government of Sweden, 6.75%, 5/5/14	SEK		395,000		68,599



Total Sweden (identified cost $869,676)				$	951,135



Taiwan — 1.9%

Taiwan Government Bond, 0.25%, 2/10/12	TWD		97,200,000	$	3,169,673



Total Taiwan (identified cost $3,028,594)				$	3,169,673




United Kingdom — 1.1%

United Kingdom Government Bond, 4.25%, 12/7/27	GBP		230,000	$	385,747
United Kingdom Government Bond, 4.75%, 3/7/20	GBP		285,000		518,672
United Kingdom Government Bond, 5.00%, 3/7/12	GBP		321,000		544,203
United Kingdom Government Bond, 5.00%, 9/7/14	GBP		266,000		482,876



Total United Kingdom (identified cost $2,147,312)				$	1,931,498




Uruguay — 0.2%

Republic of Uruguay, 5.00%, 9/14/18⁽¹⁾	UYU		5,374,723	$	312,450



Total Uruguay (identified cost $232,615)				$	312,450



Total Foreign Government Bonds (identified cost $36,436,738)				$	38,649,651




Collateralized Mortgage Obligations — 3.1%

		Principal
Security		Amount		Value


Federal Home Loan Mortgage Corp.: Series 2127, Class PG, 6.25%, 2/15/29		$	581,327	$	624,636
Federal National Mortgage Association:
Series 1991-139, Class PN,
7.50%, 10/25/21			747,088		862,313
Series 2001-31, Class ZA,
6.00%, 7/25/31			2,077,709		2,318,788
Series 2009-62, Class WA,
5.55%, 8/25/39⁽⁵⁾			1,239,477		1,365,761



Total Collateralized Mortgage Obligations (identified cost $4,919,231)				$	5,171,498

See notes to consolidated financial statements

International Income Portfolio as of October 31, 2010

CONSOLIDATED PORTFOLIO OF INVESTMENTS CONT’D


Mortgage Pass-Throughs — 11.2%

		Principal
Security		Amount		Value


Federal National Mortgage Association:
3.00%, with maturity at 2035⁽⁶⁾		$	1,728,958	$	1,796,367
4.49%, with maturity at 2035⁽⁶⁾			1,895,129		2,027,299
6.00%, with maturity at 2019			277,865		304,959
6.50%, with various maturities to 2036			4,350,407		4,939,914
7.00%, with various maturities to 2033			2,191,665		2,542,032
7.50%, with maturity at 2035			757,577		889,186
8.50%, with maturity at 2032			687,062		825,095


				$	13,324,852


Government National Mortgage Association:
7.00%, with various maturities to 2035		$	2,599,706	$	3,038,492
8.00%, with maturity at 2016			869,839		930,747
9.00%, with various maturities to 2024			1,366,029		1,635,990


				$	5,605,229



Total Mortgage Pass-Throughs (identified cost $17,876,634)				$	18,930,081





Precious Metals — 3.6%

		Troy
Description		Ounces		Value


Gold			1,947	$	2,643,546
Silver			135,008		3,335,709



Total Precious Metals (identified cost $4,769,946)				$	5,979,255




Short-Term Investments — 57.6%
Foreign Government Securities — 47.5%

		Principal
		Amount
Security		(000’s omitted)		Value




Brazil — 3.4%

Letras Do Tesouro Nacional, 0.00%, 1/1/11	BRL		6,740	$	3,893,641
Letras Do Tesouro Nacional, 0.00%, 7/1/11	BRL		3,462		1,899,161



Total Brazil (identified cost $5,565,326)				$	5,792,802




Canada — 0.7%

Canada Housing Trust, 4.05%, 3/15/11⁽²⁾	CAD		1,120	$	1,110,501



Total Canada (identified cost $1,083,978)				$	1,110,501



Croatia — 5.2%

Croatia Treasury Bill, 0.00%, 3/31/11	EUR		250	$	345,667
Croatia Treasury Bill, 0.00%, 3/31/11	HRK		9,100		1,704,258
Croatia Treasury Bill, 0.00%, 4/7/11	EUR		300		414,584
Croatia Treasury Bill, 0.00%, 7/7/11	EUR		4,554		6,239,698



Total Croatia (identified cost $7,882,165)				$	8,704,207




Czech Republic — 2.3%

Czech Republic Government Bond, 4.10%, 4/11/11	CZK		67,840	$	3,878,819



Total Czech Republic (identified cost $3,327,579)				$	3,878,819




Denmark — 2.4%

Kingdom of Denmark, 4.00%, 11/15/10	DKK		21,235	$	3,966,559



Total Denmark (identified cost $3,589,882)				$	3,966,559




Egypt — 2.7%

Egypt Treasury Bill, 0.00%, 11/2/10	EGP		3,675	$	636,156
Egypt Treasury Bill, 0.00%, 11/23/10	EGP		15,275		2,630,826
Egypt Treasury Bill, 0.00%, 12/14/10	EGP		225		38,541
Egypt Treasury Bill, 0.00%, 12/28/10	EGP		500		85,339
Egypt Treasury Bill, 0.00%, 1/25/11	EGP		950		160,960
Egypt Treasury Bill, 0.00%, 2/8/11	EGP		225		37,981
Egypt Treasury Bill, 0.00%, 3/1/11	EGP		2,025		339,931
Egypt Treasury Bill, 0.00%, 3/22/11	EGP		300		50,074
Egypt Treasury Bill, 0.00%, 4/5/11	EGP		975		162,108
Egypt Treasury Bill, 0.00%, 6/7/11	EGP		200		32,674
Egypt Treasury Bill, 0.00%, 6/21/11	EGP		150		24,409
Egypt Treasury Bill, 0.00%, 7/12/11	EGP		550		88,939
Egypt Treasury Bill, 0.00%, 8/9/11	EGP		1,725		276,744



Total Egypt (identified cost $4,640,922)				$	4,564,682




Georgia — 1.2%

Bank of Georgia Promissory Note, 7.00%, 6/20/11⁽⁷⁾	AZN		804	$	1,003,558
Bank of Georgia Promissory Note, 11.00%, 6/3/11⁽⁷⁾	GEL		1,807		1,017,543



Total Georgia (identified cost $2,000,000)				$	2,021,101

See notes to consolidated financial statements

International Income Portfolio as of October 31, 2010

CONSOLIDATED PORTFOLIO OF INVESTMENTS CONT’D


		Principal
		Amount
Security		(000’s omitted)		Value



Hungary — 2.0%

Hungary Government Bond, 6.75%, 4/22/11	HUF		670,000	$	3,449,607



Total Hungary (identified cost $2,988,890)				$	3,449,607




Iceland — 0.0%⁽³⁾

Iceland Treasury Bill, 0.00%, 11/15/10	ISK		2,800	$	21,284
Iceland Treasury Bill, 0.00%, 2/15/11	ISK		890		6,700
Iceland Treasury Note, 13.75%, 12/10/10	ISK		1,900		14,635



Total Iceland (identified cost $38,855)				$	42,619




Israel — 4.7%

Israeli Treasury Bill, 0.00%, 11/3/10	ILS		10,375	$	2,852,947
Israeli Treasury Bill, 0.00%, 12/1/10	ILS		190		52,168
Israeli Treasury Bill, 0.00%, 1/5/11	ILS		1,288		352,973
Israeli Treasury Bill, 0.00%, 4/6/11	ILS		12,520		3,412,479
Israeli Treasury Bill, 0.00%, 6/1/11	ILS		4,760		1,292,290



Total Israel (identified cost $7,584,363)				$	7,962,857




Kazakhstan — 0.4%

Kazakhstan National Bank, 0.00%, 1/7/11	KZT		91,000	$	615,389



Total Kazakhstan (identified cost $615,717)				$	615,389




Lebanon — 2.2%

Lebanon Treasury Bill, 0.00%, 11/4/10	LBP		90,970	$	60,569
Lebanon Treasury Bill, 0.00%, 11/18/10	LBP		71,460		47,508
Lebanon Treasury Bill, 0.00%, 12/9/10	LBP		224,960		149,219
Lebanon Treasury Bill, 0.00%, 12/16/10	LBP		70,000		46,396
Lebanon Treasury Bill, 0.00%, 12/23/10	LBP		296,720		196,513
Lebanon Treasury Bill, 0.00%, 12/30/10	LBP		111,780		73,972
Lebanon Treasury Bill, 0.00%, 1/6/11	LBP		106,840		70,647
Lebanon Treasury Bill, 0.00%, 1/20/11	LBP		71,200		47,004
Lebanon Treasury Bill, 0.00%, 2/3/11	LBP		142,490		93,913
Lebanon Treasury Bill, 0.00%, 2/17/11	LBP		402,930		265,123
Lebanon Treasury Bill, 0.00%, 4/14/11	LBP		383,760		250,758
Lebanon Treasury Bill, 0.00%, 6/30/11	LBP		243,200		157,281
Lebanon Treasury Bill, 0.00%, 8/11/11	LBP		54,000		34,715
Lebanon Treasury Bill, 0.00%, 8/25/11	LBP		2,787,000		1,788,006
Lebanon Treasury Bill, 0.00%, 9/22/11	LBP		76,270		48,728
Lebanon Treasury Note, 4.58%, 7/28/11	LBP		550,710		366,674
Lebanon Treasury Note, 9.32%, 12/2/10	LBP		60,970		40,791



Total Lebanon (identified cost $3,723,528)				$	3,737,817



Mauritius — 1.0%

Mauritius Treasury Bill, 0.00%, 12/17/10	MUR		51,000	$	1,710,246



Total Mauritius (identified cost $1,661,722)				$	1,710,246




Mexico — 4.8%

Mexico Treasury Bill, 0.00%, 11/25/10	MXN		59,865	$	4,834,191
Mexico Treasury Bill, 0.00%, 12/2/10	MXN		37,025		2,987,637
Mexico Treasury Bill, 0.00%, 3/10/11	MXN		3,959		315,723



Total Mexico (identified cost $7,722,959)				$	8,137,551




Morocco — 1.0%

Morocco Government Bond, 3.40%, 11/15/10	MAD		13,000	$	1,606,573



Total Morocco (identified cost $1,488,478)				$	1,606,573




Romania — 1.0%

Romania Treasury Bill, 0.00%, 2/23/11	RON		5,250	$	1,670,257



Total Romania (identified cost $1,657,920)				$	1,670,257




Serbia — 0.8%

Serbia Treasury Bill, 0.00%, 11/29/11	RSD		125,000	$	1,422,696



Total Serbia (identified cost $1,349,847)				$	1,422,696




South Korea — 2.9%

Korea Monetary Stabilization Bond, 0.00%, 11/9/10	KRW		249,810	$	221,896
Korea Monetary Stabilization Bond, 0.00%, 11/26/10	KRW		111,200		98,674
Korea Monetary Stabilization Bond, 0.00%, 12/24/10	KRW		3,059,430		2,710,047
Korea Monetary Stabilization Bond, 3.07%, 1/28/11	KRW		925,600		823,785
Korea Monetary Stabilization Bond, 4.64%, 10/4/11	KRW		1,128,490		1,020,021



Total South Korea (identified cost $4,846,333)				$	4,874,423




Sri Lanka — 0.6%

Sri Lanka Treasury Bill, 0.00%, 11/5/10	LKR		20,070	$	179,559
Sri Lanka Treasury Bill, 0.00%, 3/18/11	LKR		8,460		73,790
Sri Lanka Treasury Bill, 0.00%, 3/25/11	LKR		7,320		63,760

See notes to consolidated financial statements

International Income Portfolio as of October 31, 2010

CONSOLIDATED PORTFOLIO OF INVESTMENTS CONT’D


		Principal
		Amount
Security		(000’s omitted)		Value


Sri Lanka (continued)


Sri Lanka Treasury Bill, 0.00%, 4/29/11	LKR		19,800	$	171,307
Sri Lanka Treasury Bill, 0.00%, 4/29/11	LKR		5,000		43,259
Sri Lanka Treasury Bill, 0.00%, 7/15/11	LKR		34,640		295,227
Sri Lanka Treasury Bill, 0.00%, 8/5/11	LKR		17,160		145,659
Sri Lanka Treasury Bill, 0.00%, 10/7/11	LKR		8,120		68,092



Total Sri Lanka (identified cost $1,023,424)				$	1,040,653




Switzerland — 4.8%

Switzerland National Bank, 0.00%, 11/22/10	CHF		1,000	$	1,016,168
Switzerland National Bank, 0.00%, 12/20/10	CHF		3,000		3,048,199
Switzerland National Bank, 0.00%, 1/10/11	CHF		4,000		4,063,818



Total Switzerland (identified cost $8,272,827)				$	8,128,185




Turkey — 2.6%

Turkey Government Bond, 0.00%, 11/3/10	TRY		6,210	$	4,329,487



Total Turkey (identified cost $3,940,840)				$	4,329,487




Uruguay — 0.8%

Uruguay Treasury Bill, 0.00%, 12/9/10	UYU		19,700	$	972,680
Uruguay Treasury Bill, 0.00%, 10/21/11	UYU		9,300		426,593



Total Uruguay (identified cost $1,367,179)				$	1,399,273




Zambia — 0.0%⁽³⁾

Zambia Treasury Bill, 0.00%, 1/31/11	ZMK		184,000	$	39,222



Total Zambia (identified cost $39,188)				$	39,222



Total Foreign Government Securities (identified cost $76,411,922)				$	80,205,526





Other Securities — 10.1%

		Interest
Description		(000’s omitted)		Value

Eaton Vance Cash Reserves Fund, LLC, 0.22%⁽⁸⁾⁽⁹⁾		$	17,001	$	17,001,476



Total Other Securities
(identified cost $17,001,476)				$	17,001,476



Total Short-Term Investments
(identified cost $93,413,398)				$	97,207,002



Total Investments — 98.4%
(identified cost $157,415,947)				$	165,937,487



Other Assets, Less Liabilities — 1.6%				$	2,767,962



Net Assets — 100.0%				$	168,705,449

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

AUD - Australian Dollar

AZN - Azerbaijani Manat

BRL - Brazilian Real

CAD - Canadian Dollar

CHF - Swiss Franc

CLP - Chilean Peso

CRC - Costa Rican Colon

CZK - Czech Koruna

DKK - Danish Krone

DOP - Dominican Peso

EGP - Egyptian Pound

EUR - Euro

GBP - British Pound Sterling

GEL - Georgian Lari

HRK - Croatian Kuna

HUF - Hungarian Forint

ILS - Israeli Shekel

ISK - Icelandic Krona

KRW - South Korean Won

KZT - Kazak Tenge

LBP - Lebanese Pound

LKR - Sri Lankan Rupee

MAD - Moroccan Dirham

MUR - Mauritian Rupee

MXN - Mexican Peso

MYR - Malaysian Ringgit

PEN - Peruvian Nouveau Sol

PHP - Philippine Peso

PLN - Polish Zloty

RON - Romanian Leu

RSD - Serbian Dinar

SEK - Swedish Krona

See notes to consolidated financial statements

International Income Portfolio as of October 31, 2010

CONSOLIDATED PORTFOLIO OF INVESTMENTS CONT’D

TRY - New Turkish Lira

TWD - New Taiwan Dollar

USD - United States Dollar

UYU - Uruguayan Peso

ZMK - Zambian Kwacha


(1)		Inflation-linked security whose principal is adjusted for inflation based on changes in a designated inflation index or inflation rate for the applicable country. Interest is calculated based on the inflation-adjusted principal.

(2)		Security exempt from registration pursuant to Rule 144A under the Securities Act of 1933. These securities may be sold in certain transactions (normally to qualified institutional buyers) and remain exempt from registration. At October 31, 2010, the aggregate value of these securities is $2,235,371 or 1.3% of the Portfolio’s net assets.

(3)		Amount is less than 0.05%.

(4)		Security represents a structured security whose market value and interest rate are linked to the performance of the underlying security.

(5)		Weighted average fixed-rate coupon that changes/updates monthly.

(6)		Adjustable rate mortgage security. Rate shown is the rate at October 31, 2010.

(7)		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.

(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, 2010.

(9)		Net income allocated from the investment in Eaton Vance Cash Reserves Fund, LLC and Cash Management Portfolio, an affiliated investment company, for the year ended October 31, 2010 was $29,682 and $0, respectively.

See notes to consolidated financial statements

International Income Portfolio as of October 31, 2010

CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Statement of Assets and Liabilities


As of October 31, 2010

Assets

Unaffiliated investments, at value (identified cost, $140,414,471)	$	148,936,011
Affiliated investment, at value (identified cost, $17,001,476)		17,001,476
Cash		2,807,920
Cash collateral on deposit at broker		4,320
Foreign currency, at value (identified cost, $220,797)		223,742
Interest receivable		1,158,081
Interest receivable from affiliated investment		2,678
Receivable for open forward foreign currency exchange contracts		1,342,689
Receivable for closed forward foreign currency exchange contracts		75,752
Receivable for open swap contracts		59,222
Receivable for closed swap contracts		41,501
Receivable for closed options		33,564
Premium paid on open swap contracts		261,224


Total assets	$	171,948,180





Liabilities

Payable for investments purchased	$	1,112,259
Payable for variation margin on open financial futures contracts		1,094
Payable for open forward foreign currency exchange contracts		1,682,579
Payable for closed forward foreign currency exchange contracts		9,464
Payable for open swap contracts		141,866
Payable for closed swap contracts		2,610
Payable to affiliates:
Investment adviser fee		88,465
Trustees’ fees		504
Accrued expenses		203,890


Total liabilities	$	3,242,731


Net Assets applicable to investors’ interest in Portfolio	$	168,705,449





Sources of Net Assets

Net proceeds from capital contributions and withdrawals	$	160,554,161
Net unrealized appreciation		8,151,288


Total	$	168,705,449

Consolidated Statement of Operations


For the Year Ended
October 31, 2010

Investment Income

Interest (net of foreign taxes, $109,474)	$	3,818,279
Dividends (net of foreign taxes, $211)		1,904
Interest allocated from affiliated investments		34,047
Expenses allocated from affiliated investments		(4,365	)


Total investment income	$	3,849,865





Expenses

Investment adviser fee	$	688,448
Trustees’ fees and expenses		4,787
Custodian fee		259,631
Legal and accounting services		90,637
Miscellaneous		15,980


Total expenses	$	1,059,483


Deduct —
Reduction of custodian fee	$	33


Total expense reductions	$	33



Net expenses	$	1,059,450



Net investment income	$	2,790,415





Realized and Unrealized Gain (Loss)

Net realized gain (loss) —
Investment transactions	$	1,928,418
Investment transactions allocated from affiliated investments		1,513
Written options		152,300
Financial futures contracts		329,890
Swap contracts		808,305
Foreign currency and forward foreign currency exchange contract transactions		(4,333,910	)


Net realized loss	$	(1,113,484	)


Change in unrealized appreciation (depreciation) —
Investments	$	5,789,961
Written options		(83,337	)
Financial futures contracts		12,465
Swap contracts		(199,444	)
Foreign currency and forward foreign currency exchange contracts		(741,443	)


Net change in unrealized appreciation (depreciation)	$	4,778,202



Net realized and unrealized gain	$	3,664,718



Net increase in net assets from operations	$	6,455,133

See notes to consolidated financial statements

International Income Portfolio as of October 31, 2010

CONSOLIDATED FINANCIAL STATEMENTS CONT’D

Consolidated Statements of Changes in Net Assets


Increase (Decrease)	Year Ended			Year Ended
in Net Assets	October 31, 2010			October 31, 2009

From operations —
Net investment income	$	2,790,415		$	1,608,888
Net realized gain (loss) from investment transactions, written options, financial futures contracts, swap contracts and foreign currency and forward foreign currency exchange contract transactions		(1,113,484	)		1,562,625
Net change in unrealized appreciation (depreciation) from investments, written options, financial futures contracts, swap contracts, foreign currency and forward foreign currency exchange contracts		4,778,202			5,892,610


Net increase in net assets from operations	$	6,455,133		$	9,064,123


Capital transactions —
Contributions	$	95,656,439		$	33,505,208
Withdrawals		(2,987,484	)		(6,742,649	)


Net increase in net assets from capital transactions	$	92,668,955		$	26,762,559



Net increase in net assets	$	99,124,088		$	35,826,682





Net Assets

At beginning of year	$	69,581,361		$	33,754,679


At end of year	$	168,705,449		$	69,581,361

See notes to consolidated financial statements

International Income Portfolio as of October 31, 2010

CONSOLIDATED FINANCIAL STATEMENTS CONT’D

Consolidated Supplementary Data


	Year Ended October 31,
										Period Ended
	2010			2009			2008			October 31, 2007⁽¹⁾



Ratios/Supplemental Data

Ratios (as a percentage of average daily net assets):
Expenses⁽²⁾		0.96	%		0.90	%		1.01	%		1.35	%⁽³⁾
Net investment income		2.51	%		3.34	%		4.01	%		3.75	%⁽³⁾
Portfolio Turnover		45	%		28	%		14	%		2	%⁽⁴⁾


Total Return		1.85	%		20.91	%		(0.64	)%		10.05	%⁽⁴⁾



Net assets, end of period (000’s omitted)	$	168,705		$	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 consolidated financial statements

International Income Portfolio as of October 31, 2010

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1 Significant Accounting Policies

International Income Portfolio (the Portfolio) is a Massachusetts business 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, 2010, Eaton Vance International Income Fund, Eaton Vance International (Cayman Islands) Strategic Income Fund and Eaton Vance Strategic Income Fund held an interest of 5.1%, 13.6% and 81.2%, respectively, in the Portfolio.

The Portfolio seeks to gain exposure to the commodity markets, in whole or in part, through investments in Eaton Vance IIP Commodity Subsidiary, Ltd. (the Subsidiary), a wholly-owned subsidiary of the Portfolio organized under the laws of the Cayman Islands with the same objective and investment policies and restrictions as the Portfolio. The Portfolio may invest up to 25% of its total assets in the Subsidiary. The net assets of the Subsidiary at October 31, 2010 were $8,761,676 or 5.2% of the Portfolio’s consolidated net assets. The accompanying Consolidated Financial Statements include the accounts of the Subsidiary, which commenced operations in May 2010. Intercompany balances and transactions have been eliminated in consolidation.

The following is a summary of significant accounting policies of the Portfolio. The policies are in conformity with accounting principles generally accepted in the United States of America.

A Investment Valuation — Debt obligations (including short-term obligations with a remaining maturity of more than sixty days and excluding most seasoned mortgage-backed securities) are generally valued on the basis of valuations provided by third party pricing services, as derived from such services’ pricing models. Inputs to the models may include, but are not limited to, reported trades, executable bid and asked prices, broker/dealer quotations, prices or yields of securities with similar characteristics, benchmark curves or information pertaining to the issuer, as well as industry and economic events. The pricing services may use a matrix approach, which considers information regarding securities with similar characteristics to determine the valuation for a security. 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 purchased 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 or closing 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. Precious metals are valued at the New York composite mean quotation reported by Bloomberg at the valuation time. Exchange-traded options are valued at the mean between the bid and asked prices at valuation time as reported by the Options Price Reporting Authority for U.S. listed options or by the relevant exchange or board of trade for non-U.S. listed options. 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 rates 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

International Income Portfolio as of October 31, 2010

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONT’D

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.

C Income — Interest income is recorded on the basis of interest accrued, adjusted for amortization of premium or accretion of discount. Inflation adjustments to the principal amount of inflation-adjusted bonds and notes are reflected as interest income. Dividend income is recorded on the ex-dividend date for dividends received in cash and/or securities. However, if the ex-dividend date has passed, certain dividends from foreign securities are recorded as the Portfolio is informed of the ex-dividend date. Withholding taxes on foreign dividends, interest, and capital gains have been provided for in accordance with the Portfolio’s understanding of the applicable countries’ tax rules and rates.

The Portfolio is subject to a two percent transaction tax on foreign currency inflows for new investments in Brazil. Such tax is included in net realized gain (loss) on foreign currency.

International Income Portfolio as of October 31, 2010

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONT’D

L Purchased Options — Upon the purchase of a call or put option, the premium paid by the Portfolio is included in the Consolidated 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

International Income Portfolio as of October 31, 2010

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONT’D

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.

N Cross-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.

International Income Portfolio as of October 31, 2010

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONT’D

nonperformance by the swap counterparty. Risk may also arise from the unanticipated movements in value of interest rates, securities, or the index.

2 Investment Adviser Fee and Other Transactions with Affiliates

The investment adviser fee is earned by Boston Management and Research (BMR), a subsidiary of EVM, as compensation for investment advisory services rendered to the Portfolio and the Subsidiary. Pursuant to the investment advisory agreement between the Portfolio and BMR and the investment advisory agreement between the Subsidiary and BMR, the Portfolio and Subsidiary each pay BMR a fee at an annual rate of 0.625% of its respective average daily net assets up to $1 billion and at reduced rates on daily net assets of $1 billion or more, and is payable monthly. In determining the investment adviser fee for the Portfolio and Subsidiary, the applicable advisory fee rate is based on the average daily net assets of the Portfolio (inclusive of its interest in the Subsidiary). Such fee rate is then assessed separately on the Portfolio’s average daily net assets (exclusive of its interest in the Subsidiary) and the Subsidiary’s average daily net assets to determine the amount of the investment adviser fee. Prior to its liquidation in February 2010, the portion of the adviser fee payable by Cash Management Portfolio, an affiliated investment company, on the Portfolio’s investment of cash therein was credited against the Portfolio’s investment adviser fee. The Portfolio currently invests its cash in Cash Reserves Fund. EVM does not currently receive a fee for advisory services provided to Cash Reserves Fund. For the year ended October 31, 2010, the Portfolio’s investment adviser fee totaled $691,226 of which $2,778 was allocated from Cash Management Portfolio and $688,448 was paid or accrued directly by the Portfolio.

3 Purchases 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, 2010 were as follows:


Purchases


Investments (non-U.S. Government)	$	27,178,046
U.S. Government and Agency Securities		7,583,845


	$	34,761,891


Sales


Investments (non-U.S. Government)	$	18,490,999
U.S. Government and Agency Securities		6,084,464


	$	24,575,463

4 Federal Income Tax Basis of Investments

The cost and unrealized appreciation (depreciation) of investments of the Portfolio at October 31, 2010, as determined on a federal income tax basis, were as follows:


Aggregate cost	$	157,823,364


Gross unrealized appreciation	$	8,354,195
Gross unrealized depreciation		(240,072	)


Net unrealized appreciation	$	8,114,123

The net unrealized depreciation on swaps, written options, futures, foreign currency and forward foreign currency exchange contracts at October 31, 2010 on a federal income tax basis was $1,272,712.

5 Financial 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

International Income Portfolio as of October 31, 2010

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONT’D

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 obligations under these financial instruments at October 31, 2010 is as follows:

Forward Foreign Currency Exchange Contracts

Sales

Net Unrealized

Settlement

Appreciation

Date

Deliver

In Exchange For

Counterparty

(Depreciation)

11/1/10

Euro
21,220,398

United States Dollar
29,852,644

JPMorgan Chase Bank

318,092

11/4/10

Sri Lankan Rupee
20,070,000

United States Dollar
172,201

HSBC Bank USA

(7,534

)

11/10/10

Euro
4,042,597

United States Dollar
5,652,747

Standard Chartered Bank

26,789

11/16/10

Euro
12,090,398

United States Dollar
16,820,948

Bank of America

(3,704

)

11/22/10

Euro
745,324

United States Dollar
1,038,792

Goldman Sachs, Inc.

1,693

12/1/10

Euro
300,000

United States Dollar
413,838

Deutsche Bank

(3,560

)

12/2/10

Mexican Peso
5,785,000

United States Dollar
438,158

Bank of America

(29,442

)

12/2/10

Mexican Peso
10,760,000

United States Dollar
805,389

Barclays Bank PLC

(64,339

)

12/2/10

Mexican Peso
10,240,000

United States Dollar
767,012

Credit Suisse

(60,684

)

12/2/10

Mexican Peso
10,240,000

United States Dollar
768,509

HSBC Bank USA

(59,187

)

12/20/10

Swiss Franc
2,999,402

United States Dollar
3,049,334

Goldman Sachs, Inc.

120

1/10/11

Euro
2,922,215

United States Dollar
4,105,793

Goldman Sachs, Inc.

42,292

2/23/11

Euro
1,197,183

United States Dollar
1,667,098

JPMorgan Chase Bank

3,531

3/18/11

Sri Lankan Rupee
8,460,000

United States Dollar
69,515

HSBC Bank USA

(5,946

)

3/25/11

Sri Lankan Rupee
7,320,000

United States Dollar
60,471

Standard Chartered Bank

(4,809

)

3/31/11

Euro
250,000

United States Dollar
337,200

HSBC Bank USA

(9,972

)

4/6/11

Israeli Shekel
1,380,000

United States Dollar
370,739

Barclays Bank PLC

(7,934

)

4/6/11

Israeli Shekel
1,378,000

United States Dollar
370,132

Citigroup Global Markets

(7,992

)

4/6/11

Israeli Shekel
2,835,000

United States Dollar
728,230

Citigroup Global Markets

(49,696

)

4/6/11

Israeli Shekel
2,758,000

United States Dollar
741,199

Deutsche Bank

(15,598

)

4/6/11

Israeli Shekel
4,169,000

United States Dollar
1,071,447

Deutsche Bank

(72,529

)

4/7/11

Euro
300,000

United States Dollar
401,961

HSBC Bank USA

(14,595

)

4/29/11

Sri Lankan Rupee
5,000,000

United States Dollar
41,771

Standard Chartered Bank

(2,776

)

7/7/11

Euro
4,554,000

United States Dollar
5,732,029

Deutsche Bank

(580,669

)

1/27/12

Euro
2,600,000

United States Dollar
3,205,800

Deutsche Bank

(383,625

)

(992,074

)

Purchases

Net Unrealized

Settlement

Appreciation

Date

In Exchange For

Deliver

Counterparty

(Depreciation)

11/4/10

Polish Zloty
25,710

Euro
6,435

Barclays Bank PLC

11/4/10

Qatari Riyal
12,290,063

United States Dollar
3,375,556

Deutsche Bank

1,908

11/5/10

South Korean Won
148,400,000

United States Dollar
131,765

Bank of America

102

11/8/10

Indian Rupee
103,720,000

United States Dollar
2,201,656

Goldman Sachs, Inc.

131,123

11/8/10

Malaysian Ringgit
882,000

United States Dollar
283,939

Credit Suisse

(383

)

11/10/10

British Pound Sterling
1,210,908

Euro
1,377,465

HSBC Bank USA

23,210

11/10/10

British Pound Sterling
796,792

United States Dollar
1,263,713

Goldman Sachs, Inc.

12,954

11/10/10

Kuwaiti Dinar
450,000

United States Dollar
1,588,983

Barclays Bank PLC

11,689

11/10/10

Russian Ruble
96,900,000

United States Dollar
3,240,152

HSBC Bank USA

(100,708

)

11/12/10

Indonesian Rupiah
1,058,000,000

United States Dollar
117,295

Deutsche Bank

1,005

11/12/10

New Turkish Lira
232,471

United States Dollar
162,880

Bank of America

(1,114

)

11/12/10

New Turkish Lira
101,621

United States Dollar
71,970

HSBC Bank USA

(1,256

)

11/12/10

Polish Zloty
12,843,034

Euro
3,224,220

Bank of America

16,099

11/15/10

New Turkish Lira
736,999

United States Dollar
480,850

Bank of America

31,732

11/15/10

Polish Zloty
1,050,000

Euro
265,614

Credit Suisse

(1,552

)

11/19/10

Indian Rupee
25,170,000

United States Dollar
567,659

Barclays Bank PLC

(2,420

)

11/19/10

Indonesian Rupiah
3,365,370,000

United States Dollar
376,988

Citigroup Global Markets

(860

)

11/19/10

Norwegian Krone
29,404,281

Euro
3,624,623

Goldman Sachs, Inc.

(27,433

)

11/19/10

Swedish Krona
1,333,288

Euro
143,929

Citigroup Global Markets

(778

)

International Income Portfolio as of October 31, 2010

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONT’D

Forward Foreign Currency Exchange Contracts (continued)

Purchases

Net Unrealized

Settlement

Appreciation

Date

In Exchange For

Deliver

Counterparty

(Depreciation)

11/19/10

Thai Baht
50,000,000

United States Dollar
1,666,667

Barclays Bank PLC

387

11/23/10

Singapore Dollar
4,235,844

United States Dollar
3,113,305

Goldman Sachs, Inc.

159,439

11/26/10

Indian Rupee
20,000,000

United States Dollar
448,129

Barclays Bank PLC

573

11/26/10

Indian Rupee
20,000,000

United States Dollar
448,129

Citigroup Global Markets

573

11/26/10

Indian Rupee
26,940,000

United States Dollar
603,630

Deutsche Bank

772

11/26/10

Indian Rupee
26,940,000

United States Dollar
603,630

Standard Chartered Bank

772

11/26/10

Indonesian Rupiah
27,987,000,000

United States Dollar
3,127,039

Credit Suisse

(524

)

11/29/10

Zambian Kwacha
6,020,000,000

United States Dollar
1,167,798

Barclays Bank PLC

125,643

11/29/10

Zambian Kwacha
235,100,000

United States Dollar
48,454

Citigroup Global Markets

2,059

11/29/10

Zambian Kwacha
1,391,200,000

United States Dollar
263,485

Standard Chartered Bank

35,425

11/29/10

Zambian Kwacha
93,650,000

United States Dollar
18,977

Standard Chartered Bank

1,145

11/30/10

Ghanaian Cedi
2,205,000

United States Dollar
1,505,633

Barclays Bank PLC

18,916

12/2/10

Swedish Krona
21,620,000

Euro
2,317,564

Goldman Sachs, Inc.

9,341

12/6/10

Indonesian Rupiah
2,432,000,000

United States Dollar
271,945

Citigroup Global Markets

(421

)

12/8/10

Malaysian Ringgit
882,000

United States Dollar
283,674

Credit Suisse

195

12/14/10

Kazak Tenge
358,182,000

United States Dollar
2,433,302

Deutsche Bank

(7,394

)

12/14/10

Ugandan Schilling
3,465,600,000

United States Dollar
1,526,024

Citigroup Global Markets

(20,509

)

12/16/10

Philippine Peso
35,250,000

United States Dollar
789,898

Credit Suisse

28,881

12/16/10

Swedish Krona
7,380,000

Euro
798,641

Goldman Sachs, Inc.

(7,617

)

12/17/10

Colombian Peso
273,125,859

United States Dollar
152,397

Credit Suisse

(3,894

)

12/22/10

Colombian Peso
8,630,000,000

United States Dollar
4,795,777

Credit Suisse

(102,910

)

12/29/10

New Zealand Dollar
4,566,000

United States Dollar
3,315,692

HSBC Bank USA

149,288

12/29/10

Nigerian Naira
242,190,000

United States Dollar
1,560,000

Barclays Bank PLC

20,475

1/18/11

Canadian Dollar
1,216,567

United States Dollar
1,202,240

JPMorgan Chase Bank

(11,646

)

1/28/11

Ukrainian Hryvnia
12,255,000

United States Dollar
1,518,211

Barclays Bank PLC

(5,559

)

2/2/11

Kenyan Shilling
119,970,000

United States Dollar
1,482,942

Citigroup Global Markets

2,726

6/15/11

Yuan Renminbi
1,100,000

United States Dollar
166,541

Citigroup Global Markets

2,096

6/15/11

Yuan Renminbi
2,300,000

United States Dollar
347,958

HSBC Bank USA

4,646

1/19/12

Yuan Renminbi
470,000

United States Dollar
74,250

Barclays Bank PLC

(1,010

)

6/7/12

Yuan Renminbi
26,100,000

United States Dollar
3,942,598

Barclays Bank PLC

156,935

652,184

At October 31, 2010, closed forward foreign currency purchases and sales contracts excluded above amounted to a receivable of $75,752 and a payable of $9,464.

Futures Contracts

Net

Expiration

Aggregate

Unrealized

Date

Contracts

Position

Cost

Value

Depreciation

12/10

4 U.S. 5-Year Treasury Note

Short

$(480,375)

(486,313

)

(5,938

)

(5,938

)

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)

Bank of
America

ILS
380

Receive

3-month
ILS TELBOR

4.20%

11/19/14

(6,727

)

Bank of
America

ILS
400

Receive

3-month
ILS TELBOR

4.54

1/6/15

(8,289

)

Barclays
Bank PLC

ILS
178

Receive

3-month
ILS TELBOR

5.15

3/5/20

(4,307

)

Barclays
Bank PLC

ILS
181

Receive

3-month
ILS TELBOR

5.16

3/8/20

(4,401

)

JPMorgan
Chase Bank

BRL
2,569

Pay

Brazil Interbank
Deposit Rate

9.67

1/3/11

3,336

(20,388

)

BRL - Brazilian Real

ILS - Israeli Shekel

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

.44%

12/20/13

506

Austria

Barclays Bank PLC

100

.42

3/20/14

(3,028)

Egypt

Bank of America

100

.00⁽¹⁾

6/20/15

(896)

Egypt

Citigroup Global Markets

.00⁽¹⁾

6/20/20

(337)

International Income Portfolio as of October 31, 2010

NOTES TO CONSOLIDATED 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)

Egypt	Citigroup Global Markets	$	50		1	.00%⁽¹⁾		6/20/20	$	(68)


Egypt	Deutsche Bank		150		1	.00⁽¹⁾		6/20/15		(287)


Egypt	Deutsche Bank		50		1	.00⁽¹⁾		6/20/15		(503)


Egypt	Deutsche Bank		50		1	.00⁽¹⁾		6/20/20		(100)


Kazakhstan	Citigroup Global Markets		100		1	.00⁽¹⁾		6/20/15		(320)


Kazakhstan	Deutsche Bank		100		1	.00⁽¹⁾		6/20/15		(279)


Lebanon	Barclays Bank PLC		100		1	.00⁽¹⁾		12/20/14		591


Lebanon	Citigroup Global Markets		200		1	.00⁽¹⁾		12/20/14		989


Lebanon	Citigroup Global Markets		100		1	.00⁽¹⁾		3/20/15		1,925


Lebanon	Citigroup Global Markets		150		3	.30		9/20/14		(3,176)


Lebanon	Credit Suisse		100		1	.00⁽¹⁾		3/20/15		1,253


Lebanon	Credit Suisse		100		1	.00⁽¹⁾		3/20/15		1,217


Lebanon	Deutsche Bank		100		1	.00⁽¹⁾		3/20/15		1,695


Malaysia	Bank of America		100		0	.83		12/20/14		(1,029)


Malaysia	Barclays Bank PLC		200		0	.82		12/20/14		(1,975)


Malaysia	Barclays Bank PLC		200		2	.40		3/20/14		(13,172)


Malaysia	Citigroup Global Markets		200		2	.45		3/20/14		(13,520)


Philippines	Barclays Bank PLC		72		1	.00⁽¹⁾		3/20/15		(1,445)


Philippines	Barclays Bank PLC		300		1	.70		12/20/14		(8,001)


Philippines	Barclays Bank PLC		200		1	.84		12/20/14		(6,499)


Philippines	Barclays Bank PLC		100		1	.85		12/20/14		(3,291)


Philippines	Citigroup Global Markets		100		1	.84		12/20/14		(3,250)


Philippines	Deutsche Bank		100		1	.00⁽¹⁾		3/20/15		(2,226)


Philippines	JPMorgan Chase Bank		71		1	.00⁽¹⁾		3/20/15		(1,425)


Philippines	JPMorgan Chase Bank		300		1	.69		12/20/14		(7,877)


Russia	Citigroup Global Markets		100		1	.00⁽¹⁾		6/20/15		229


Russia	Credit Suisse		100		1	.00⁽¹⁾		3/20/15		175


Russia	Credit Suisse		100		1	.00⁽¹⁾		6/20/15		308


Russia	Deutsche Bank		100		1	.00⁽¹⁾		6/20/15		308


South Africa	Bank of America		200		1	.00⁽¹⁾		12/20/19		(2,489)


South Africa	Barclays Bank PLC		200		1	.00⁽¹⁾		12/20/19		(3,811)


South Africa	Citigroup Global Markets		100		1	.00⁽¹⁾		12/20/19		(2,576)


South Africa	Credit Suisse		100		1	.00⁽¹⁾		3/20/20		(1,877)


South Africa	JPMorgan Chase Bank		100		1	.00⁽¹⁾		12/20/19		(2,815)


South Africa	JPMorgan Chase Bank		100		1	.00⁽¹⁾		3/20/20		(2,657)


South Africa	JPMorgan Chase Bank		100		1	.00⁽¹⁾		3/20/20		(1,058)


South Africa	JPMorgan Chase Bank		100		1	.00⁽¹⁾		3/20/20		(914)


Spain	Barclays Bank PLC		100		1	.00⁽¹⁾		3/20/20		7,596


Spain	Citigroup Global Markets		200		1	.00⁽¹⁾		3/20/20		6,849


Spain	Citigroup Global Markets		100		1	.00⁽¹⁾		3/20/20		6,150


Spain	Deutsche Bank		100		1	.00%⁽¹⁾		3/20/20		6,293


Spain	Deutsche Bank		200		1	.00⁽¹⁾		3/20/20		6,849


Thailand	Barclays Bank PLC		200		0	.97		9/20/19		1,087


Thailand	Citigroup Global Markets		200		0	.86		12/20/14		(832)


Thailand	Citigroup Global Markets		100		0	.95		9/20/19		705


Thailand	JPMorgan Chase Bank		100		0	.87		12/20/14		(458)


Uruguay	Deutsche Bank		100		1	.00⁽¹⁾		6/20/20		1


Banco Comercial Portugues, S.A.	JPMorgan Chase Bank		70		1	.00⁽¹⁾		3/20/15		8,201


Banco de Sabadell, S.A.	JPMorgan Chase Bank		70		3	.00⁽¹⁾		3/20/15		780


Citibank Corp.	Bank of America		420		1	.00⁽¹⁾		9/20/20		(11,748)


Citibank Corp.	JPMorgan Chase Bank		420		1	.00⁽¹⁾		9/20/20		(13,284)


Erste Group Bank AG	Barclays Bank PLC		70		1	.00⁽¹⁾		3/20/15		(110)


ING Verzekeringen N.V.	JPMorgan Chase Bank		70		1	.00⁽¹⁾		3/20/15		1,851


iTraxx Europe Subordinated Financials 5-Year Index	JPMorgan Chase Bank	EUR	300		1	.00⁽¹⁾		12/20/15		293


Rabobank Nederland NV	JPMorgan Chase Bank		70		1	.00⁽¹⁾		3/20/15		35


Raiffeisen Zentralbank	Barclays Bank PLC		70		1	.00⁽¹⁾		3/20/15		(809)


									$	(62,256)


*		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.

(1)		Upfront payment is exchanged with the counterparty as a result of the standardized trading coupon.

EUR - Euro

Written currency call options activity for the year ended October 31, 2010 was as follows:


	Principal
	Amount of Contracts	Premiums
	(000’s omitted)	Received

Outstanding, beginning of year	JPY 1,335,000	$	152,300
Options expired	JPY (1,335,000)		(152,300	)


Outstanding, end of year	—	$	—

JPY - Japanese Yen

International Income Portfolio as of October 31, 2010

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONT’D

At October 31, 2010, the Portfolio had sufficient cash and/or securities to cover commitments under these contracts.

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

Credit Risk: The Portfolio enters 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.

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 enters into interest rate and cross-currency swap contracts. The Portfolio also enters into interest rate swap agreements to enhance return or as a subsitution for the purchase or sale of securities. The Portfolio also purchases and sells U.S. Treasury and foreign debt futures contracts to hedge against changes in interest rates.

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, 2010, the maximum amount of loss the Portfolio would incur due to counterparty risk was $1,477,663, representing the fair value of such derivatives in an asset position, with the highest amount from any one counterparty being $356,962. Such maximum amount would be reduced by any unamortized upfront payments received by the Portfolio. 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, 2010, the maximum amount of loss the Portfolio would incur due to counterparty risk would be reduced by approximately $517,000 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, 2010 was as follows:


	Fair Value
Consolidated Statement of						Foreign			Interest
Assets and Liabilities Caption	Credit			Equity		Exchange			Rate

Receivable for open and closed forward foreign currency exchange contracts	$	—		$	—	$	1,418,441		$	—
Receivable for open swap contracts		55,886			—		—			3,336


Total Asset Derivatives	$	55,886		$	—	$	1,418,441		$	3,336


Net unrealized depreciation	$	—		$	—	$	—		$	(5,938	)*
Payable for open and closed forward foreign currency exchange contracts		—			—		(1,692,043	)		—
Payable for open swap contracts		(118,142	)		—		—			(23,724	)


Total Liability Derivatives	$	(118,142	)	$	—	$	(1,692,043	)	$	(29,662	)


*		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 Consolidated Statement of Assets and Liabilities as Receivable or Payable for variation margin, as applicable.

International Income Portfolio as of October 31, 2010

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONT’D


Consolidated Statement of							Foreign			Interest
Operations Caption	Credit			Equity			Exchange			Rate

Net realized gain (loss) –
Investment transactions	$	—		$	—		$	(163,800	)	$	—
Written options		—			—			152,300			—
Financial futures contracts		—			(14,584	)		—			344,474
Swap contracts		1,238,903			(20,242	)		—			(410,356	)
Foreign currency and forward foreign currency exchange contract transactions		—			—			(4,006,373	)		—


Total	$	1,238,903		$	(34,826	)	$	(4,017,873	)	$	(65,882	)


Change in unrealized appreciation (depreciation) –
Investments	$	—		$	—		$	158,038		$	—
Written options		—			—			(83,337	)		—
Financial futures contracts		—			—			—			12,465
Swap contracts		(326,009	)		3,236			—			123,329
Foreign currency and forward foreign currency exchange contracts		—			—			(784,761	)		—


Total	$	(326,009	)	$	3,236		$	(710,060	)	$	135,794

The average notional amounts of futures contracts, forward foreign currency exchange contracts and swap contracts outstanding during the year ended October 31, 2010, which are indicative of the volume of these derivative types, were approximately $7,202,000, $94,951,000 and $13,837,000, respectively.

The average principal amount of purchased option contracts outstanding during the year ended October 31, 2010, which is indicative of the volume of this derivative type, was approximately $4,651,000.

6 Line of Credit

7 Risks Associated with Foreign Investments

8 Fair Value Measurements


	•	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, 2010, the inputs used in valuing the Portfolio’s investments, which are carried at value, were as follows:

International Income Portfolio as of October 31, 2010

NOTES TO CONSOLIDATED 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	$	—		$	38,649,651		$	—	$	38,649,651
Collateralized Mortgage Obligations		—			5,171,498			—		5,171,498
Mortgage Pass-Throughs		—			18,930,081			—		18,930,081
Precious Metals		5,979,255			—			—		5,979,255
Short-Term – Foreign Government Securities		—			80,205,526			—		80,205,526
Short-Term – Other Securities		—			17,001,476			—		17,001,476


Total Investments	$	5,979,255		$	159,958,232		$	—	$	165,937,487


Forward Foreign Currency Exchange Contracts	$	—		$	1,418,441		$	—	$	1,418,441
Swap Contracts		—			59,222			—		59,222


Total	$	5,979,255		$	161,435,895		$	—	$	167,415,150



Liability Description


Forward Foreign Currency Exchange Contracts	$	—		$	(1,692,043	)	$	—	$	(1,692,043	)
Swap Contracts		—			(141,866	)		—		(141,866	)
Futures Contracts		(5,938	)		—			—		(5,938	)


Total	$	(5,938	)	$	(1,833,909	)	$	—	$	(1,839,847	)

The Portfolio held no investments or other financial instruments as of October 31, 2009 whose fair value was determined using Level 3 inputs.

International Income Portfolio as of October 31, 2010

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Trustees and Investors of International Income Portfolio:

We have audited the accompanying consolidated statement of assets and liabilities of International Income Portfolio and subsidiary (the “Portfolio”), including the consolidated portfolio of investments, as of October 31, 2010, and the related consolidated statement of operations for the year then ended, the consolidated statements of changes in net assets for each of the two years in the period then ended, and the consolidated supplementary data for each of the three years in the period then ended and the period from the start of business, June 27, 2007, to October 31, 2007. These consolidated financial statements and supplementary data are the responsibility of the Portfolio’s management. Our responsibility is to express an opinion on these consolidated financial statements and consolidated 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 consolidated 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 consolidated financial statement presentation. Our procedures included confirmation of securities owned as of October 31, 2010, 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 consolidated financial statements and consolidated supplementary data referred to above present fairly, in all material respects, the financial position of International Income Portfolio and subsidiary as of October 31, 2010, the results of their operations for the year then ended, the changes in their 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, 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, 2010

Eaton Vance International Income Fund

BOARD OF TRUSTEES’ CONTRACT APPROVAL

Overview of the Contract Review Process

Information about Fees, Performance and Expenses


	•	An independent report comparing the advisory and related fees paid by each fund with fees paid by comparable funds;
	•	An independent report comparing each fund’s total expense ratio and its components to comparable funds;
	•	An independent report comparing the investment performance of each fund (including yield where relevant) to the investment performance of comparable funds over various time periods;
	•	Data regarding investment performance in comparison to relevant peer groups of similarly managed funds and appropriate indices;
	•	For each fund, comparative information concerning the fees charged and the services provided by each adviser in managing other mutual funds and institutional accounts using investment strategies and techniques similar to those used in managing such fund;
	•	Profitability analyses for each adviser with respect to each fund;

Information about Portfolio Management


	•	Descriptions of the investment management services provided to each fund, including the investment strategies and processes employed, and any changes in portfolio management processes and personnel;
	•	Information concerning the allocation of brokerage and the benefits received by each adviser as a result of brokerage allocation, including information concerning the acquisition of research through “soft dollar” benefits received in connection with the funds’ brokerage, and the implementation of a soft dollar reimbursement program established with respect to the funds;
	•	Data relating to portfolio turnover rates of each fund;
	•	The procedures and processes used to determine the fair value of fund assets and actions taken to monitor and test the effectiveness of such procedures and processes;

Information about each Adviser


	•	Reports detailing the financial results and condition of each adviser;
	•	Descriptions of the qualifications, education and experience of the individual investment professionals whose responsibilities include portfolio management and investment research for the funds, and information relating to their compensation and responsibilities with respect to managing other mutual funds and investment accounts;
	•	Copies of the Codes of Ethics of each adviser and its affiliates, together with information relating to compliance with and the administration of such codes;
	•	Copies of or descriptions of each adviser’s policies and procedures relating to proxy voting, the handling of corporate actions and class actions;
	•	Information concerning the resources devoted to compliance efforts undertaken by each adviser and its affiliates on behalf of the funds (including descriptions of various compliance programs) and their record of compliance with investment policies and restrictions, including policies with respect to market-timing, late trading and selective portfolio disclosure, and with policies on personal securities transactions;
	•	Descriptions of the business continuity and disaster recovery plans of each adviser and its affiliates;
	•	A description of Eaton Vance Management’s procedures for overseeing third party advisers and sub-advisers;

Other Relevant Information


	•	Information concerning the nature, cost and character of the administrative and other non-investment management services provided by Eaton Vance Management and its affiliates;
	•	Information concerning management of the relationship with the custodian, subcustodians and fund accountants by each adviser or the funds’ administrator; and
	•	The terms of each advisory agreement.

Eaton Vance International Income Fund

BOARD OF TRUSTEES’ CONTRACT APPROVAL CONT’D

Results of the Process

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 to 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 Fund and the Portfolio. 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 methods 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 EVM 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.

Eaton Vance International Income Fund

BOARD OF TRUSTEES’ CONTRACT APPROVAL CONT’D

The Board also evaluated the responses of EVM and its affiliates to requests in recent years from regulatory authorities such as the Securities and Exchange Commission and the Financial Industry Regulatory Authority.

Fund Performance

The Board compared the Fund’s investment performance to a relevant universe of comparable funds identified by an independent data provider as well as a peer group of similarly managed funds and appropriate benchmark indices. The Board reviewed comparative performance data for the one-year period ended September 30, 2009 for the Fund. On the basis of the foregoing and other relevant information provided by the Adviser in response to inquiries from the Contract Review Committee, 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 management fees and the Fund’s total expense ratio for the year ended September 30, 2009, as compared to a group of similarly managed funds selected by an independent data provider. The Board also considered factors that had an impact on Fund expense ratios, as identified by management in response to inquiries from the Contract Review Committee, as well as actions being taken to reduce expenses at the fund complex level. In considering the Fund’s total expense ratio and management fees, the Board noted the impact of the Fund’s use of leverage. The Board considered the fact that EVM had waived fees and/or paid expenses for the Fund.

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 Fund and 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 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 can be expected to continue to share such benefits equitably.

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

Principal Occupation(s)

in Fund Complex

Name and

Trust and

Length of

During Past Five Years and

Overseen By

Other Directorships Held

Year of Birth

the Portfolio

Service

Other Relevant Experience

Trustee⁽¹⁾

During the Last Five Years⁽²⁾

Interested Trustee

Thomas E. Faust Jr.
1958

Trustee and
President of
the Trust

Trustee
since 2007 and
President of the
Trust since 2002

184

Director of EVC.

Noninterested Trustees

Benjamin C. Esty
1963

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.

184

None

Allen R. Freedman
1940

Trustee

Since 2007

184

Director of Assurant, Inc. (insurance provider) and Stonemor Partners, L.P. (owner and operator of cemeteries).

William H. Park
1947

Trustee

Of the Trust since 2003 and of the
Portfolio since 2007

184

None

Ronald A. Pearlman
1940

Trustee

Of the Trust since 2003 and of the
Portfolio since 2007

184

None

Eaton Vance International Income Fund

MANAGEMENT AND ORGANIZATION CONT’D

Position(s)

Term of

Number of Portfolios

with the

Office and

Principal Occupation(s)

in Fund Complex

Name and

Trust and

Length of

During Past Five Years and

Overseen By

Other Directorships Held

Year of Birth

the Portfolio

Service

Other Relevant Experience

Trustee⁽¹⁾

During the Last Five Years⁽²⁾

Noninterested Trustees (continued)

Helen Frame Peters
1948

Trustee

Since 2008

184

Lynn A. Stout
1957

Trustee

Of the Trust since 1998 and of
the Portfolio
since 2007

184

None

Ralph F. Verni
1943

Chairman of
the Board
and Trustee

Chairman of the
Board and Trustee
of the Portfolio since 2007 and Trustee of
the Trust since 2005

184

None

Principal Officers who are not Trustees


	Position(s)	Term of
	with the	Office and
Name and	Trust and	Length of	Principal Occupation(s)
Year of Birth	the Portfolio	Service	During Past Five Years


William H. Ahern, Jr. 1959	Vice President of the Trust	Since 1995	Vice President of EVM and BMR. Officer of 80 registered investment companies managed by EVM or BMR.

John R. Baur 1970	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 was an Account Team Representative in Singapore for Applied Materials, Inc. Officer of 37 registered investment companies managed by EVM or BMR.

Maria C. Cappellano 1967	Vice President of the Trust	Since 2009	Vice President of EVM and BMR. Officer of 49 registered investment companies managed by EVM or BMR.

Michael A. Cirami 1975	Vice President	Of the Trust since 2008 and of the Portfolio since 2007	Vice President of EVM and BMR. Officer of 37 registered investment companies managed by EVM or BMR.

Cynthia J. Clemson 1963	Vice President of the Trust	Since 2005	Vice President of EVM and BMR. Officer of 96 registered investment companies managed by EVM or BMR.

John H. Croft 1962	Vice President of the Trust	Since 2010	Vice President of EVM and BMR. Officer of 38 registered investment companies managed by EVM or BMR.

Charles B. Gaffney 1972	Vice President of the Trust	Since 2007	Director of Equity Research and a Vice President of EVM and BMR. Officer of 33 registered investment companies managed by EVM or BMR.

Christine M. Johnston 1972	Vice President	Since 2007	Vice President of EVM and BMR. Officer of 40 registered investment companies managed by EVM or BMR.

Aamer Khan 1960	Vice President of the Trust	Since 2005	Vice President of EVM and BMR. Officer of 36 registered investment companies managed by EVM or BMR.

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)
Year of Birth	the Portfolio	Service	During Past Five Years


Principal Officers who are not Trustees (continued)

Thomas H. Luster 1962	Vice President of the Trust	Since 2006	Vice President of EVM and BMR. Officer of 55 registered investment companies managed by EVM or BMR.

Jeffrey A. Rawlins 1961	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 33 registered investment companies managed by EVM or BMR.

Duncan W. Richardson 1957	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 1954	Vice President of the Trust	Since 2003	Vice President of EVM and BMR. Officer of 54 registered investment companies managed by EVM or BMR.

Susan Schiff 1961	Vice President	Of the Trust since 2002 and of the Portfolio since 2007	Vice President of EVM and BMR. Officer of 38 registered investment companies managed by EVM or BMR.

Thomas Seto 1962	Vice President of the Trust	Since 2007	Vice President and Director of Portfolio Management of Parametric. Officer of 33 registered investment companies managed by EVM or BMR.

David M. Stein 1951	Vice President of the Trust	Since 2007	Managing Director and Chief Investment Officer of Parametric. Officer of 33 registered investment companies managed by EVM or BMR.

Eric A. Stein 1980	Vice President of the Trust	Since 2009	Vice President of EVM and BMR. Originally joined EVM in July 2002. Prior to re-joining EVM in September 2008, Mr. Stein worked at the Federal Reserve Bank of New York (2007-2008) and attended business school in Chicago, Illinois. Officer of 34 registered investment companies managed by EVM or BMR.

Dan R. Strelow 1959	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 33 registered investment companies managed by EVM or BMR.

Mark S. Venezia 1949	Vice President of the Trust and President of the Portfolio	Since 2007	Vice President of EVM and BMR. Officer of 40 registered investment companies managed by EVM or BMR.

Adam A. Weigold 1975	Vice President of the Trust	Since 2007	Vice President of EVM and BMR. Officer of 73 registered investment companies managed by EVM or BMR.

Barbara E. Campbell 1957	Treasurer	Of the Trust since 2005 and of the Portfolio since 2008	Vice President of EVM and BMR. Officer of 184 registered investment companies managed by EVM or BMR.

Maureen A. Gemma 1960	Secretary and Chief Legal Officer	Secretary since 2007 and Chief Legal Officer since 2008	Vice President of EVM and BMR. Officer of 184 registered investment companies managed by EVM or BMR.

Paul M. O’Neil 1953	Chief Compliance Officer	Of the Trust since 2004 of the Portfolio since 2007	Vice President of EVM and BMR. Officer of 184 registered investment companies managed by EVM or BMR.


(1)		Includes both master and feeder funds in a master-feeder structure.

(2)		During their respective tenures, the Trustees also served as trustees of one or more of the following Eaton Vance funds (which operated in the years noted): Eaton Vance Credit Opportunities Fund (launched in 2005 and terminated in 2010); Eaton Vance Insured Florida Plus Municipal Bond Fund (launched in 2002 and terminated in 2009); and Eaton Vance National Municipal Income Fund (launched in 1998 and terminated in 2009).

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

BNY Mellon Asset 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


3042-12/10	INTLISRC

IMPORTANT NOTICES


	•	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.

Eaton Vance Low Duration Fund as of October 31, 2010

MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE

Susan Schiff, CFA
Portfolio Manager

Economic and Market Conditions

•		The 12-month period ending October 31, 2010, opened with early signs of economic recovery and significantly less volatility in the credit markets than in the previous period. Economic growth, while slow, returned during the period, with GDP (gross domestic product) for all four quarters posting positive results.

•		Throughout the year, the Federal Reserve Board (the Fed) held policy rates between 0.00% and 0.25%, acknowledging the slow pace of economic recovery and employment, as well as the relative stability of the inflation outlook. The Fed also telegraphed its intention to institute a second round of quantitative easing, which would entail purchasing significant amounts of longer-term Treasury securities in an effort to accelerate economic recovery.

•		There were significant changes in all but the shortest yields on the U.S. Treasury curve during the year, the most significant coming in the 3- to 10-year portion of the curve, where there was a decline in yields of between 80 basis points (0.80%) and 115 basis points (1.15%).

•		Most of the government programs aimed at bolstering the economy had run their course by period end. Some of these programs were directed at freeing up capital and providing access to credit; others were more targeted to 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. Although this program to sustain lower mortgage rates ended on March 31, 2010, the Fed purchased a total of $1.25 trillion in U.S. Government Agency MBS. This purchase program was generally considered to be well managed, and its conclusion did not cause a disruption in the MBS market.

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). At least 90% of the Fund’s net assets are invested in investment-grade securities.

•		During the 12-month period ending October 31, 2010, the Fund outperformed the BofA Merrill Lynch 1-3 Year Treasury Index (the Index), and its Class A and Class I shares outperformed the average return of the funds in the Lipper Short U.S. Government Funds Classification.³ The Fund’s excess performance versus the Index was primarily the result of an approximate 7% allocation to bank loans in the Floating Rate Portfolio and a slight tightening in the yield spreads between MBS and Treasuries. In the seasoned MBS market on which the Fund focuses—typically comprising securities originated in the 1980s and 1990s—this yield spread tightened by approximately 20 basis points (0.20%) during the period. 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-to-mid teens.

•		Bank loan performance, as measured by the S&P/ LSTA Leveraged Loan Index, was relatively strong for the year ending October 31, 2010, returning 11.91%. The bank loan market was supported by greater


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

Class A²	3.86	%
Class B²	3.09
Class C²	3.23
Class I²	4.00
BofA Merrill Lynch 1-3 Year U.S. Treasury Index³	2.54
Lipper Short U.S. Government Funds Average³	3.36

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”). 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 at net asset value (NAV). If sales charges were deducted, 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.

Eaton Vance Low Duration Fund as of October 31, 2010

MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE

		inflows, as investors were not only searching for higher yields but also appeared to be growing more comfortable with incremental credit risk in an environment of improving business fundamentals among bank loan issuers and evidence of a stabilizing U.S. economy.

•		The Fund’s investment emphasis remained on seasoned U.S. Government Agency MBS during the entire period. As these seasoned MBS were typically originated decades ago, they tend to have lower loan-to-home value ratios, meaning that the underlying 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 mortgages (seasoned ARMs). Also, the Fund continued to add 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 non-agency MBS during the period.

•		As the economy continued to show disappointingly slow signs of stabilization and positive growth and the Fed continued to keep longer-term rates low by purchasing bonds, the Fund lengthened its duration slightly with an increase from 1.51 years at the beginning of the 12-month period to 1.83 years as of October 31, 2010. 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 Sectors¹

By total investments


¹		The Diversification by Sectors breakdown reflects the Fund’s investments in Investment Portfolio, Government Obligations Portfolio and Floating Rate Portfolio as of 10/31/10. 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.

Eaton Vance Low Duration Fund as of October 31, 2010

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 U.S. 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 U.S. 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 Fund distributions or the redemption 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		3.86	%		3.09	%		3.23	%		4.00	%
Five years		4.69			3.94			4.08			N.A.
Life of Fund^†		3.38			2.61			2.76			5.62

SEC Average Annual Total Returns (including sales charge or applicable CDSC)

One year		1.53	%		0.09	%		2.23	%		4.00	%
Five years		4.22			3.94			4.08			N.A.
Life of Fund^†		3.09			2.61			2.76			5.62


^†		Inception Dates — Class A: 9/30/02; Class B: 9/30/02; Class C: 9/30/02; Class I: 5/4/09

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. Class I shares are offered at NAV. Absent a fee waiver and/or 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 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.


Total Annual
Operating Expenses²	Class A			Class B			Class C			Class I

Gross Expense Ratio		1.05	%		1.80	%		1.65	%		0.80	%
Net Expense Ratio		1.00			1.75			1.60			0.75


²		Source: Prospectus dated 3/1/10. The net expense ratio reflects a contractual expense reimbursement that continues through 2/28/11. Thereafter, the expense reimbursement may be changed or terminated at any time. Without this expense reimbursement, performance would have been lower.


*		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 $12,314, $12,468 and $10,851, respectively, on 10/31/10. It is not possible to invest directly in an Index or 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 net asset value, of the funds that are in the same Lipper Classification as the Fund.

Eaton Vance Low Duration Fund as of October 31, 2010

FUND EXPENSES

Eaton Vance Low Duration Fund


	Beginning Account Value		Ending Account Value		Expenses Paid During Period*
	(5/1/10)		(10/31/10)		(5/1/10 – 10/31/10)


Actual
Class A		$1,000.00		$1,020.40		$4.69
Class B		$1,000.00		$1,016.50		$8.49
Class C		$1,000.00		$1,017.30		$7.73
Class I		$1,000.00		$1,020.50		$3.41





Hypothetical
(5% return per year before expenses)
Class A		$1,000.00		$1,020.60		$4.69
Class B		$1,000.00		$1,016.80		$8.49
Class C		$1,000.00		$1,017.50		$7.73
Class I		$1,000.00		$1,021.80		$3.41


	*	Expenses are equal to the Fund’s annualized expense ratio of 0.92% for Class A shares, 1.67% for Class B shares, 1.52% for Class C shares and 0.67% 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, 2010. The Example reflects the expenses of both the Fund and the Portfolios.

Eaton Vance Low Duration Fund as of October 31, 2010

FINANCIAL STATEMENTS

Statement of Assets and Liabilities


As of October 31, 2010

Assets

Investment in Investment Portfolio, at value (identified cost, $484,871,835)	$	508,294,308
Investment in Floating Rate Portfolio, at value (identified cost, $43,586,645)		46,768,539
Investment in Government Obligations Portfolio, at value (identified cost, $5,956,123)		6,921,547
Receivable for Fund shares sold		26,918,620


Total assets	$	588,903,014


Liabilities

Payable for Fund shares redeemed	$	1,275,353
Distributions payable		339,699
Payable to affiliates:
Distribution and service fees		201,065
Trustees’ fees		42
Accrued expenses		127,683


Total liabilities	$	1,943,842


Net Assets	$	586,959,172


Sources of Net Assets

Paid-in capital	$	586,329,965
Accumulated net realized loss from Portfolios		(26,729,988	)
Accumulated distributions in excess of net investment income		(210,596	)
Net unrealized appreciation from Portfolios		27,569,791


Net Assets	$	586,959,172


Class A Shares

Net Assets	$	345,384,591
Shares Outstanding		37,504,825
Net Asset Value and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	9.21
Maximum Offering Price Per Share
(100 ¸ 97.75 of net asset value per share)	$	9.42


Class B Shares

Net Assets	$	9,589,480
Shares Outstanding		1,040,082
Net Asset Value and Offering Price Per Share*
(net assets ¸ shares of beneficial interest outstanding)	$	9.22


Class C Shares

Net Assets	$	165,284,808
Shares Outstanding		17,930,556
Net Asset Value and Offering Price Per Share*
(net assets ¸ shares of beneficial interest outstanding)	$	9.22


Class I Shares

Net Assets	$	66,700,293
Shares Outstanding		7,250,477
Net Asset Value, Offering Price and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	9.20

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, 2010

Investment Income

Interest allocated from Portfolios	$	18,266,815
Dividends allocated from Portfolios		20
Expenses allocated from Portfolios		(2,895,160	)


Total investment income from Portfolios	$	15,371,675





Expenses

Distribution and service fees
Class A	$	812,474
Class B		91,929
Class C		1,201,759
Trustees’ fees and expenses		502
Custodian fee		41,336
Transfer and dividend disbursing agent fees		326,097
Legal and accounting services		50,353
Printing and postage		84,709
Registration fees		129,651
Miscellaneous		151


Total expenses	$	2,738,961



Net investment income	$	12,632,714





Realized and Unrealized Gain (Loss) from Portfolios

Net realized gain (loss) —
Investment transactions	$	2,118,890
Financial futures contracts		(15,668,812	)
Foreign currency and forward foreign currency exchange contract transactions		165,629


Net realized loss	$	(13,384,293	)


Change in unrealized appreciation (depreciation) —
Investments	$	19,750,923
Financial futures contracts		(517,352	)
Foreign currency and forward foreign currency exchange contracts		(85,292	)


Net change in unrealized appreciation (depreciation)	$	19,148,279



Net realized and unrealized gain	$	5,763,986



Net increase in net assets from operations	$	18,396,700

See notes to financial statements

Eaton Vance Low Duration Fund as of October 31, 2010

FINANCIAL STATEMENTS CONT’D

Statements of Changes in Net Assets


Increase (Decrease)	Year Ended			Year Ended
in Net Assets	October 31, 2010			October 31, 2009

From operations —
Net investment income	$	12,632,714		$	5,923,639
Net realized gain (loss) from investment transactions, financial futures contracts and foreign currency and forward foreign currency exchange contract transactions		(13,384,293	)		9,253
Net change in unrealized appreciation (depreciation) from investments, financial futures contracts, foreign currency and forward foreign currency exchange contracts		19,148,279			12,021,182


Net increase in net assets from operations	$	18,396,700		$	17,954,074


Distributions to shareholders —
From net investment income
Class A	$	(10,457,839	)	$	(5,345,710	)
Class B		(229,017	)		(242,870	)
Class C		(3,693,893	)		(1,808,951	)
Class I		(992,231	)		(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	$	(15,372,980	)	$	(8,276,952	)


Transactions in shares of beneficial interest —
Proceeds from sale of shares
Class A	$	254,675,279		$	246,909,769
Class B		6,253,148			7,254,246
Class C		94,691,457			82,195,986
Class I		70,118,891			14,721,450
Net asset value of shares issued to shareholders in payment of distributions declared
Class A		8,687,732			4,219,076
Class B		173,332			173,867
Class C		2,738,300			1,480,956
Class I		229,816			5,024
Cost of shares redeemed
Class A		(176,758,556	)		(78,601,217	)
Class B		(2,410,735	)		(3,110,031	)
Class C		(33,994,604	)		(19,819,488	)
Class I		(18,207,477	)		(388,341	)
Net asset value of shares exchanged
Class A		2,820,641			3,657,079
Class B		(2,820,641	)		(3,657,079	)


Net increase in net assets from Fund share transactions	$	206,196,583		$	255,041,297



Net increase in net assets	$	209,220,303		$	264,718,419





	Year Ended			Year Ended
Net Assets	October 31, 2010			October 31, 2009

At beginning of year	$	377,738,869		$	113,020,450


At end of year	$	586,959,172		$	377,738,869





Accumulated distributions in excess of net investment income included in net assets

At end of year	$	(210,596	)	$	(218,027	)

See notes to financial statements

Eaton Vance Low Duration Fund as of October 31, 2010

FINANCIAL STATEMENTS CONT’D

Financial Highlights


	Class A

	Year Ended October 31,

	2010			2009			2008			2007			2006

Net asset value — Beginning of year	$	9.160		$	8.720		$	8.990		$	9.060		$	9.220





Income (Loss) From Operations

Net investment income⁽¹⁾	$	0.245		$	0.270		$	0.344		$	0.397		$	0.333
Net realized and unrealized gain (loss)		0.102			0.549			(0.191	)		0.028			0.002


Total income from operations	$	0.347		$	0.819		$	0.153		$	0.425		$	0.335





Less Distributions

From net investment income	$	(0.297	)	$	(0.339	)	$	(0.423	)	$	(0.482	)	$	(0.495	)
Tax return of capital		—			(0.040	)		—			(0.013	)		—


Total distributions	$	(0.297	)	$	(0.379	)	$	(0.423	)	$	(0.495	)	$	(0.495	)



Net asset value — End of year	$	9.210		$	9.160		$	8.720		$	8.990		$	9.060



Total Return⁽²⁾		3.86	%		9.57	%		1.65	%		4.82	%		3.74	%





Ratios/Supplemental Data

Net assets, end of year (000’s omitted)	$	345,385		$	254,074		$	71,284		$	20,998		$	21,157
Ratios (as a percentage of average daily net assets):
Expenses^(3)(4)(5)		0.95	%		1.00	%		1.00	%		1.17	%		1.29	%
Net investment income		2.67	%		2.99	%		3.83	%		4.40	%		3.65	%
Portfolio Turnover of the Fund⁽⁶⁾		17	%		38	%		83	%		81	%		50	%
Portfolio Turnover of Investment Portfolio		26	%		34	%		24	%		35	%		46	%
Portfolio Turnover of Floating Rate Portfolio		39	%		35	%		7	%		61	%		50	%
Portfolio Turnover of Government Obligations Portfolio		22	%		28	%		19	%		n/a			2	%


(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% and 0.15% of average daily net assets for the years ended October 31, 2009, 2008, 2007 and 2006, respectively).

(5)		Excludes the effect of custody fee credits, if any, of less than 0.005%.

(6)		Percentage is based on the Fund’s contributions to and withdrawals from the Portfolios and excludes the investment activity of the Portfolios.

See notes to financial statements

Eaton Vance Low Duration Fund as of October 31, 2010

FINANCIAL STATEMENTS CONT’D

Financial Highlights


	Class B

	Year Ended October 31,

	2010			2009			2008			2007			2006

Net asset value — Beginning of year	$	9.170		$	8.730		$	9.000		$	9.060		$	9.210





Income (Loss) From Operations

Net investment income⁽¹⁾	$	0.177		$	0.219		$	0.290		$	0.330		$	0.266
Net realized and unrealized gain (loss)		0.102			0.530			(0.208	)		0.036			0.010


Total income from operations	$	0.279		$	0.749		$	0.082		$	0.366		$	0.276





Less Distributions

From net investment income	$	(0.229	)	$	(0.277	)	$	(0.352	)	$	(0.413	)	$	(0.426	)
Tax return of capital		—			(0.032	)		—			(0.013	)		—


Total distributions	$	(0.229	)	$	(0.309	)	$	(0.352	)	$	(0.426	)	$	(0.426	)



Net asset value — End of year	$	9.220		$	9.170		$	8.730		$	9.000		$	9.060



Total Return⁽²⁾		3.09	%		8.71	%		0.85	%		4.14	%		3.07	%





Ratios/Supplemental Data

Net assets, end of year (000’s omitted)	$	9,589		$	8,338		$	7,290		$	3,367		$	6,491
Ratios (as a percentage of average daily net assets):
Expenses^(3)(4)(5)		1.70	%		1.75	%		1.75	%		1.92	%		2.04	%
Net investment income		1.93	%		2.44	%		3.22	%		3.66	%		2.91	%
Portfolio Turnover of the Fund⁽⁶⁾		17	%		38	%		83	%		81	%		50	%
Portfolio Turnover of Investment Portfolio		26	%		34	%		24	%		35	%		46	%
Portfolio Turnover of Floating Rate Portfolio		39	%		35	%		7	%		61	%		50	%
Portfolio Turnover of Government Obligations Portfolio		22	%		28	%		19	%		n/a			2	%


(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% and 0.15% of average daily net assets for the years ended October 31, 2009, 2008, 2007 and 2006, respectively).

(5)		Excludes the effect of custody fee credits, if any, of less than 0.005%.

(6)		Percentage is based on the Fund’s contributions to and withdrawals from the Portfolios and excludes the investment activity of the Portfolios.

See notes to financial statements

Eaton Vance Low Duration Fund as of October 31, 2010

FINANCIAL STATEMENTS CONT’D

Financial Highlights


	Class C

	Year Ended October 31,

	2010			2009			2008			2007			2006

Net asset value — Beginning of year	$	9.170		$	8.730		$	9.000		$	9.060		$	9.220





Income (Loss) From Operations

Net investment income⁽¹⁾	$	0.190		$	0.218		$	0.299		$	0.342		$	0.277
Net realized and unrealized gain (loss)		0.103			0.546			(0.203	)		0.038			0.003


Total income from operations	$	0.293		$	0.764		$	0.096		$	0.380		$	0.280





Less Distributions

From net investment income	$	(0.243	)	$	(0.290	)	$	(0.366	)	$	(0.427	)	$	(0.440	)
Tax return of capital		—			(0.034	)		—			(0.013	)		—


Total distributions	$	(0.243	)	$	(0.324	)	$	(0.366	)	$	(0.440	)	$	(0.440	)



Net asset value — End of year	$	9.220		$	9.170		$	8.730		$	9.000		$	9.060



Total Return⁽²⁾		3.23	%		8.89	%		1.02	%		4.30	%		3.12	%





Ratios/Supplemental Data

Net assets, end of year (000’s omitted)	$	165,285		$	100,970		$	34,447		$	16,298		$	14,937
Ratios (as a percentage of average daily net assets):
Expenses^(3)(4)(5)		1.55	%		1.60	%		1.60	%		1.78	%		1.89	%
Net investment income		2.07	%		2.42	%		3.32	%		3.80	%		3.04	%
Portfolio Turnover of the Fund⁽⁶⁾		17	%		38	%		83	%		81	%		50	%
Portfolio Turnover of Investment Portfolio		26	%		34	%		24	%		35	%		46	%
Portfolio Turnover of Floating Rate Portfolio		39	%		35	%		7	%		61	%		50	%
Portfolio Turnover of Government Obligations Portfolio		22	%		28	%		19	%		n/a			2	%


(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% and 0.15% of average daily net assets for the years ended October 31, 2009, 2008, 2007 and 2006, respectively).

(5)		Excludes the effect of custody fee credits, if any, of less than 0.005%.

(6)		Percentage is based on the Fund’s contributions to and withdrawals from the Portfolios and excludes the investment activity of the Portfolios.

See notes to financial statements

Eaton Vance Low Duration Fund as of October 31, 2010

FINANCIAL STATEMENTS CONT’D

Financial Highlights


	Class I

	Year Ended			Period Ended
	October 31, 2010			October 31, 2009⁽¹⁾

Net asset value — Beginning of period	$	9.150		$	8.970





Income (Loss) From Operations

Net investment income⁽²⁾	$	0.267		$	0.134
Net realized and unrealized gain		0.103			0.242


Total income from operations	$	0.370		$	0.376





Less Distributions

From net investment income	$	(0.320	)	$	(0.175	)
Tax return of capital		—			(0.021	)


Total distributions	$	(0.320	)	$	(0.196	)



Net asset value — End of period	$	9.200		$	9.150



Total Return⁽³⁾		4.00	%		4.34	%⁽⁴⁾





Ratios/Supplemental Data

Net assets, end of period (000’s omitted)	$	66,700		$	14,356
Ratios (as a percentage of average daily net assets):
Expenses^(5)(6)(7)		0.70	%		0.75	%⁽⁸⁾
Net investment income		2.91	%		2.95	%⁽⁸⁾
Portfolio Turnover of the Fund⁽⁹⁾		17	%		38	%⁽¹¹⁾
Portfolio Turnover of Investment Portfolio		26	%		34	%⁽¹⁰⁾
Portfolio Turnover of Floating Rate Portfolio		39	%		35	%⁽¹⁰⁾
Portfolio Turnover of Government Obligations Portfolio		22	%		28	%⁽¹⁰⁾


(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 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)		Percentage is based on the Fund’s contributions to and withdrawals from the Portfolios and excludes the investment activity of the Portfolios.

(10)		For the Portfolio’s year ended October 31, 2009.

(11)		For the Fund’s year ended October 31, 2009.

See notes to financial statements

Eaton Vance Low Duration Fund as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS

1 Significant 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 Massachusetts business trusts. 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 (96.5%, 0.7% and 0.6%, respectively, at October 31, 2010). 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 1-800-262-1122.

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 Investment Valuation — Valuation of securities by Investment Portfolio is discussed in Note 1A of the 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 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.

Eaton Vance Low Duration Fund as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS CONT’D

At October 31, 2010, the Fund, for federal income tax purposes, had a capital loss carryforward of $28,042,131 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 ($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), October 31, 2017 ($766,153) and October 31, 2018 ($16,698,377), respectively.

G Indemnifications — 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. Under Massachusetts law, if certain conditions prevail, shareholders of a Massachusetts business trust, (such as the Trust) could be deemed to have personal liability for the obligations of the Trust. However, the Trust’s Declaration of Trust contains an express disclaimer of liability on the part of Fund shareholders and the By-laws provide that the Trust shall assume the defense on behalf of any Fund shareholders. Moreover, the By-laws also provide for indemnification out of Fund property of any shareholder held personally liable solely by reason of being or having been a shareholder for all loss or expense arising from such liability. 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.

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

2 Distributions to Shareholders

The tax character of distributions declared for the years ended October 31, 2010 and October 31, 2009 was as follows:

Eaton Vance Low Duration Fund as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS CONT’D


	Year Ended October 31,
	2010		2009


Distributions declared from:
Ordinary income	$	15,372,980	$	7,410,537
Tax return of capital		—		866,415

During the year ended October 31, 2010, accumulated net realized loss was increased by $2,560,475, accumulated distributions in excess of net investment income was decreased by $2,747,697 and paid-in capital was decreased by $187,222 due to expired capital loss carryforwards and differences between book and tax accounting, primarily for paydown gain (loss), premium amortization, mixed straddles, defaulted bond interest 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, 2010, the components of distributable earnings (accumulated losses) and unrealized appreciation (depreciation) on a tax basis were as follows:


Undistributed ordinary income	$	134,811
Capital loss carryforward	$	(28,042,131	)
Net unrealized appreciation	$	28,876,226
Other temporary differences	$	(339,699	)

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 bond interest and the timing of recognizing distributions to shareholders.

3 Transactions 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, 2010, the Fund’s allocated portion of the adviser fees paid by the Portfolios was 0.51% of the Fund’s average daily net assets and amounted to $2,566,873. 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 February 28, 2011. Pursuant to this agreement, EVM was not allocated any of the Fund’s operating expenses for the year ended October 31, 2010. 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, 2010, EVM earned $13,929 in sub-transfer agent fees. The Fund was informed that EVD, an affiliate of EVM and the Fund’s principal underwriter, received $38,506 as its portion of the sales charge on sales of Class A shares for the year ended October 31, 2010. 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).

4 Distribution 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, 2010 amounted to $812,474 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, 2010, the Fund paid or accrued to EVD $68,947 and $848,300 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, 2010, the amounts of Uncovered

Eaton Vance Low Duration Fund as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS CONT’D

Distribution Charges of EVD calculated under the Class B and Class C Plans were approximately $1,276,000 and $14,299,000, 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, 2010 amounted to $22,982 and $353,459 for Class B and Class C shares, respectively.

5 Contingent 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, 2010, the Fund was informed that EVD received approximately $75,000, $19,000 and $56,000 of CDSCs paid by Class A, Class B and Class C shareholders, respectively.

6 Investment Transactions

For the year ended October 31, 2010, increases and decreases in the Fund’s investment in the Portfolios were as follows:


Portfolio	Contributions		Withdrawals

Investment Portfolio	$	238,966,938	$	56,223,713
Floating Rate Portfolio		12,535,659		1,871,054
Government Obligations Portfolio		—		25,000,000

7 Shares of Beneficial Interest


	Year Ended October 31,
Class A	2010			2009

Sales		27,784,560			27,392,705
Issued to shareholders electing to receive payments of distributions in Fund shares		946,857			466,994
Redemptions		(19,279,835	)		(8,697,663	)
Exchange from Class B shares		307,751			407,607


Net increase		9,759,333			19,569,643




	Year Ended October 31,
Class B	2010			2009

Sales		681,547			810,562
Issued to shareholders electing to receive payments of distributions in Fund shares		18,870			19,328
Redemptions		(262,619	)		(349,604	)
Exchange to Class A shares		(307,193	)		(406,294	)


Net increase		130,605			73,992




	Year Ended October 31,
Class C	2010			2009

Sales		10,319,112			9,113,096
Issued to shareholders electing to receive payments of distributions in Fund shares		298,142			164,235
Redemptions		(3,702,300	)		(2,209,769	)


Net increase		6,914,954			7,067,562




	Year Ended			Period Ended
Class I	October 31, 2010			October 31, 2009⁽¹⁾

Sales		7,641,985			1,611,035
Issued to shareholders electing to receive payments of distributions in Fund shares		25,051			550
Redemptions		(1,985,643	)		(42,501	)


Net increase		5,681,393			1,569,084


(1)		Class I commenced operations on May 4, 2009.

Eaton Vance Low Duration Fund as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS CONT’D

8 Fair Value Measurements


	•	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, 2010 and October 31, 2009, 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.

Eaton Vance Low Duration Fund as of October 31, 2010

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, 2010, 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 four 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 of the Fund for the year ended October 31, 2006, with the exception of the Portfolio Turnover of the Fund (which has been corrected in the financial highlights and is explained therein) were audited by other auditors whose report, dated December 27, 2006 expressed an unqualified opinion on those financial highlights.

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, 2010, 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 four years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

We have also audited the Portfolio Turnover of the Fund (which has been added to the financial highlights) appearing in the financial highlights for the year ended October 31, 2006. This additional measure is explained in financial highlights. Our procedures included recomputing the additional measure. In our opinion, such measure has been appropriately calculated. However, we were not engaged to audit, review, or apply any procedures to the 2006 financial statements of the Fund other than with respect to the additional measure and, accordingly, we do not express an opinion or any other form of assurance on the 2006 financial statements taken as a whole.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 22, 2010

Eaton Vance Low Duration Fund as of October 31, 2010

FEDERAL TAX INFORMATION (Unaudited)

Investment Portfolio as of October 31, 2010

PORTFOLIO OF INVESTMENTS


Mortgage Pass-Throughs — 48.7%

	Principal
	Amount
Security	(000’s omitted)		Value


Federal Home Loan Mortgage Corp.:
2.556%, with maturity at 2020⁽¹⁾	$	1,124	$	1,158,017
2.678%, with maturity at 2023⁽¹⁾		2,522		2,617,158
3.003%, with various maturities to 2037⁽¹⁾		2,938		3,040,445
3.047%, with various maturities to 2022⁽¹⁾		4,950		5,070,154
3.134%, with maturity at 2035⁽¹⁾		7,943		8,194,276
3.179%, with maturity at 2035⁽¹⁾		5,721		5,905,683
3.309%, with maturity at 2034⁽¹⁾		2,825		2,926,513
3.686%, with maturity at 2032⁽¹⁾		2,308		2,404,740
3.745%, with maturity at 2029⁽¹⁾		1,636		1,679,178
3.746%, with maturity at 2022⁽¹⁾		557		579,750
3.777%, with maturity at 2025⁽¹⁾		2,085		2,208,476
3.856%, with maturity at 2034⁽¹⁾		1,161		1,244,970
4.224%, with maturity at 2037⁽¹⁾		2,871		3,062,522
4.363%, with maturity at 2030⁽¹⁾		2,227		2,386,219
4.50%, with maturity at 2018		6,040		6,445,331
5.00%, with various maturities to 2018		9,977		10,722,516
5.424%, with maturity at 2032⁽¹⁾		1,041		1,103,967
5.50%, with various maturities to 2018		6,041		6,558,331
6.00%, with various maturities to 2035		12,914		14,566,830
6.50%, with various maturities to 2030		956		1,066,131
7.00%, with various maturities to 2035		2,615		3,034,537
7.50%, with various maturities to 2017		1,679		1,800,404
8.00%, with various maturities to 2025		517		587,782
9.25%, with maturity at 2017		7		7,881


			$	88,371,811



Federal National Mortgage Association:
2.491%, with maturity at 2031⁽¹⁾	$	5,678	$	5,904,332
2.791%, with maturity at 2019⁽¹⁾		2,902		3,000,490
2.963%, with various maturities to 2027⁽¹⁾		1,026		1,060,763
2.993%, with maturity at 2020⁽¹⁾		994		1,007,536
3.003%, with various maturities to 2035⁽¹⁾		6,566		6,820,117
3.035%, with maturity at 2031⁽¹⁾		8,167		8,382,529
3.046%, with maturity at 2018⁽¹⁾		666		677,426
3.047%, with maturity at 2032⁽¹⁾		2,963		3,073,005
3.13%, with maturity at 2018⁽¹⁾		93		95,325
3.222%, with maturity at 2037⁽¹⁾		6,884		7,178,600
3.255%, with maturity at 2040⁽¹⁾		1,948		2,044,136
3.352%, with maturity at 2036⁽¹⁾		755		785,705
3.466%, with maturity at 2029⁽¹⁾		600		617,520
3.50%, with maturity at 2018⁽¹⁾		81		82,774
3.62%, with maturity at 2030⁽¹⁾		1,345		1,396,852
3.722%, with maturity at 2034⁽¹⁾		8,600		9,110,731
3.74%, with maturity at 2036⁽¹⁾		2,757		2,869,457
3.857%, with maturity at 2030⁽¹⁾		4,983		5,227,012
3.858%, with maturity at 2035⁽¹⁾		3,764		3,997,393
3.921%, with maturity at 2030⁽¹⁾		1,891		2,001,038
3.949%, with maturity at 2034⁽¹⁾		5,655		6,019,966
3.982%, with maturity at 2021⁽¹⁾		1,199		1,260,044
4.063%, with maturity at 2036⁽¹⁾		755		782,569
4.103%, with maturity at 2033⁽¹⁾		1,947		2,087,997
4.206%, with maturity at 2021⁽¹⁾		2,115		2,197,463
4.49%, with maturity at 2035⁽¹⁾		2,642		2,826,293
4.497%, with maturity at 2036⁽¹⁾		4,434		4,753,775
4.50%, with various maturities to 2018		16,979		18,138,878
4.609%, with maturity at 2029⁽¹⁾		4,540		4,868,094
4.643%, with maturity at 2035⁽¹⁾		5,196		5,571,192
4.853%, with maturity at 2034⁽¹⁾		2,522		2,698,835
4.93%, with maturity at 2034⁽¹⁾		5,911		6,337,412
5.00%, with various maturities to 2019⁽²⁾		22,561		24,243,897
5.50%, with various maturities to 2020		3,444		3,729,839
6.00%, with various maturities to 2031		3,866		4,275,390
6.322%, with maturity at 2032⁽¹⁾		837		896,912
6.50%, with various maturities to 2019		1,565		1,666,930
7.00%, with various maturities to 2033		5,895		6,787,446
8.00%, with maturity at 2023		196		232,212
9.478%, with maturity at 2018⁽³⁾		486		561,877
9.50%, with maturity at 2022		752		904,148


			$	166,173,910



Government National Mortgage Association:
3.125%, with various maturities to 2027⁽¹⁾	$	1,196	$	1,238,675
8.25%, with maturity at 2020		358		421,232
9.00%, with maturity at 2017		384		441,124


			$	2,101,031



Total Mortgage Pass-Throughs
(identified cost $249,277,363)			$	256,646,752




Collateralized Mortgage Obligations — 5.1%

	Principal
	Amount
Security	(000’s omitted)		Value


Series 1395, Class F, 2.363%, 10/15/22⁽⁴⁾	$	113	$	112,571
Series 2135, Class JZ, 6.00%, 3/15/29		6,003		6,582,513


			$	6,695,084



Federal National Mortgage Association:
Series G93-17, Class FA, 1.281%, 4/25/23⁽⁴⁾	$	243	$	248,508
Series G93-36, Class ZQ, 6.50%, 12/25/23		1,117		1,258,754

See notes to financial statements

Investment Portfolio as of October 31, 2010

PORTFOLIO OF INVESTMENTS CONT’D


	Principal
	Amount
Security	(000’s omitted)		Value


Federal National Mortgage Association (continued)
Series G97-4, Class FA, 1.081%, 6/17/27⁽⁴⁾	$	799	$	812,370
Series 296, (Interest Only), Class 2, 10.128%, 4/1/24⁽⁵⁾		3,416		734,410
Series 1993-203, Class PL, 6.50%, 10/25/23		1,378		1,553,448
Series 1993-250, Class Z, 7.00%, 12/25/23		390		422,987
Series 1994-14, Class F, 3.313%, 10/25/23⁽⁴⁾		1,400		1,441,677
Series 2001-4, Class GA, 9.916%, 4/17/25⁽³⁾		258		299,511
Series 2005-68, (Interest Only), Class XI, 2.895%, 8/25/35⁽⁵⁾		17,329		4,013,441
Series 2009-48, Class WA, 5.852%, 7/25/39⁽³⁾		2,980		3,296,189
Series 2009-62, Class WA, 5.55%, 8/25/39⁽³⁾		4,132		4,552,535


			$	18,633,830



Government National Mortgage Association:
Series 2000-30, Class F, 0.806%, 12/16/22⁽⁴⁾	$	1,386	$	1,404,946



Total Collateralized Mortgage Obligations
(identified cost $26,306,192)			$	26,733,860




Commercial Mortgage-Backed Securities — 7.8%

	Principal
	Amount
Security	(000’s omitted)		Value


BSCMS, Series 2004-PWR5, Class A3, 4.565%, 7/11/42	$	3,500	$	3,544,179
BSCMS, Series 2004-T16, Class A4, 4.32%, 2/13/46		4,015		4,056,750
COMM, Series 2004-LB4A, Class A3, 4.405%, 10/15/37		10,000		10,151,362
COMM, Series 2005-LP5, Class A2, 4.63%, 5/10/43		937		957,915
CSFB, Series 2001-CK1, Class A3, 6.38%, 12/18/35		423		423,053
CSFB, Series 2005-C4, Class A2, 5.017%, 8/15/38		10		9,557
GECMC, Series 2002-3A, Class A1, 4.229%, 12/10/37		358		364,412
GMACC, Series 2002-C2, Class A2, 5.389%, 10/15/38		435		441,041
GMACC, Series 2003-C2, Class A1, 4.576%, 5/10/40		811		856,432
JPMCC, Series 2004-CBX, Class A4, 4.529%, 1/12/37		8,630		8,776,714
LB-UBS, Series 2004-C2, Class A2, 3.246%, 3/15/29		1,132		1,133,886
MLMT, Series 2006-C2, Class A1, 5.601%, 8/12/43		44		44,151
MSC, Series 2004-IQ7, Class A3, 5.35%, 6/15/38⁽³⁾		9,650		10,032,035
SBM7, Series 2000-C3, Class A2, 6.592%, 12/18/33		371		371,145



Total Commercial Mortgage-Backed Securities
(identified cost $41,012,815)			$	41,162,632




U.S. Government Agency Obligations — 36.8%

	Principal
	Amount
Security	(000’s omitted)		Value


Federal Farm Credit Bank:
5.75%, 12/7/28	$	5,000	$	6,181,010
5.77%, 1/5/27		3,000		3,681,522


			$	9,862,532



Federal Home Loan Bank:
4.125%, 12/13/19	$	25,000	$	27,578,975
4.125%, 3/13/20		20,000		22,134,880
4.50%, 9/13/19		25,000		28,554,075
4.625%, 9/11/20		1,735		1,978,162
5.365%, 9/9/24		8,000		9,623,424
5.375%, 9/30/22		10,135		12,251,431
5.375%, 8/15/24		3,500		4,224,573
5.75%, 6/12/26		12,000		14,821,368


			$	121,166,888



United States Agency for International Development - Israel:
0.00%, 2/15/18	$	5,050	$	4,200,484
0.00%, 3/15/18		4,030		3,341,499
0.00%, 5/1/18		5,710		4,710,647
0.00%, 5/1/20		1,100		811,327
0.00%, 3/15/21		20,000		14,096,100
5.50%, 12/4/23		6,775		8,334,558
5.50%, 4/26/24		22,000		27,186,148


			$	62,680,763



Total U.S. Government Agency Obligations
(identified cost $175,565,478)			$	193,710,183

See notes to financial statements

Investment Portfolio as of October 31, 2010

PORTFOLIO OF INVESTMENTS CONT’D


Short-Term Investments — 1.2%

	Interest
Description	(000’s omitted)		Value


Eaton Vance Cash Reserves Fund, LLC, 0.22%⁽⁶⁾⁽⁷⁾	$	6,152	$	6,151,880



Total Short-Term Investments
(identified cost $6,151,880)			$	6,151,880



Total Investments — 99.6%
(identified cost $498,313,728)			$	524,405,307



Other Assets, Less Liabilities — 0.4%			$	2,298,288



Net Assets — 100.0%			$	526,703,595

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 - Credit Suisse 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

MSC - Morgan Stanley Capital I

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.

(4)		Variable rate security. The stated interest rate represents the rate in effect at October 31, 2010.

(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 coupon 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, 2010.

(7)		Net income allocated from the investment in Eaton Vance Cash Reserves Fund, LLC and Cash Management Portfolio, an affiliated investment company, for the year ended October 31, 2010 was $23,037 and $0, respectively.

See notes to financial statements

Investment Portfolio as of October 31, 2010

FINANCIAL STATEMENTS

Statement of Assets and Liabilities


As of October 31, 2010

Assets

Unaffiliated investments, at value (identified cost, $492,161,848)	$	518,253,427
Affiliated investment, at value (identified cost, $6,151,880)		6,151,880
Interest receivable		2,773,165
Interest receivable from affiliated investment		712
Receivable for investments sold		542,058


Total assets	$	527,721,242





Liabilities

Payable for variation margin on open financial futures contracts	$	679,531
Payable to affiliates:
Investment adviser fee		225,257
Trustees’ fees		1,643
Accrued expenses		111,216


Total liabilities	$	1,017,647


Net Assets applicable to investors’ interest in Portfolio	$	526,703,595





Sources of Net Assets

Net proceeds from capital contributions and withdrawals	$	501,535,155
Net unrealized appreciation		25,168,440


Total	$	526,703,595

Statement of Operations


For the Year Ended
October 31, 2010

Investment Income

Interest	$	16,527,543
Interest allocated from affiliated investments		38,862
Expenses allocated from affiliated investments		(15,825	)


Total investment income	$	16,550,580





Expenses

Investment adviser fee	$	2,396,017
Trustees’ fees and expenses		17,877
Custodian fee		228,309
Legal and accounting services		46,229
Miscellaneous		28,039


Total expenses	$	2,716,471


Deduct —
Reduction of custodian fee	$	5


Total expense reductions	$	5



Net expenses	$	2,716,466



Net investment income	$	13,834,114





Realized and Unrealized Gain (Loss)

Net realized gain (loss) —
Investment transactions	$	1,142,463
Investment transactions allocated from affiliated investments		(6,071	)
Financial futures contracts		(16,715,852	)


Net realized loss	$	(15,579,460	)


Change in unrealized appreciation (depreciation) —
Investments	$	20,008,746
Financial futures contracts		(511,157	)


Net change in unrealized appreciation (depreciation)	$	19,497,589



Net realized and unrealized gain	$	3,918,129



Net increase in net assets from operations	$	17,752,243

See notes to financial statements

Investment Portfolio as of October 31, 2010

FINANCIAL STATEMENTS CONT’D

Statements of Changes in Net Assets


Increase (Decrease)	Year Ended			Year Ended
in Net Assets	October 31, 2010			October 31, 2009

From operations —
Net investment income	$	13,834,114		$	6,136,695
Net realized loss from investment transactions and financial futures contracts		(15,579,460	)		(276,535	)
Net change in unrealized appreciation (depreciation) from investments and financial futures contracts		19,497,589			6,994,151


Net increase in net assets from operations	$	17,752,243		$	12,854,311


Capital transactions —
Contributions	$	260,675,601		$	292,367,758
Withdrawals		(85,589,600	)		(87,570,705	)


Net increase in net assets from capital transactions	$	175,086,001		$	204,797,053



Net increase in net assets	$	192,838,244		$	217,651,364





Net Assets

At beginning of year	$	333,865,351		$	116,213,987


At end of year	$	526,703,595		$	333,865,351

See notes to financial statements

Investment Portfolio as of October 31, 2010

FINANCIAL STATEMENTS CONT’D

Supplementary Data


	Year Ended October 31,

	2010			2009			2008			2007			2006



Ratios/Supplemental Data

Ratios (as a percentage of average daily net assets):
Expenses⁽¹⁾		0.57	%		0.58	%		0.63	%		0.65	%		0.66	%
Net investment income		2.87	%		3.23	%		3.96	%		4.67	%		4.03	%
Portfolio Turnover		26	%		34	%		24	%		35	%		46	%


Total Return		3.65	%		7.76	%		4.34	%		5.52	%		4.29	%



Net assets, end of year (000’s omitted)	$	526,704		$	333,865		$	116,214		$	42,324		$	38,835


(1)		Excludes the effect of custody fee credits, if any, of less than 0.005%.

See notes to financial statements

Investment Portfolio as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS

1 Significant Accounting Policies

Investment Portfolio (the Portfolio) is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as a diversified, open-end management investment company. The Portfolio’s investment objective is to seek total return. The Declaration of Trust permits the Trustees to issue interests in the Portfolio. At October 31, 2010, Eaton Vance Low Duration Fund and Eaton Vance Multi-Strategy Absolute Return Fund (formerly, Eaton Vance Diversified Income Fund) held an interest of 96.5% and 2.6%, 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.

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

E Expense Reduction — State Street Bank and Trust Company (SSBT) serves as custodian of the Portfolio. Pursuant to the custodian agreement, SSBT receives a fee

Investment Portfolio as of October 31, 2010

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.

2 Investment Adviser Fee and Other Transactions with Affiliates

Investment Portfolio as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS CONT’D

3 Purchases and Sales of Investments

Purchases and sales of investments, other than short-term obligations and forward sale commitments and including maturities and paydowns, for the year ended October 31, 2010 were as follows:


Purchases

Investments (non-U.S. Government)	$	28,181,821
U.S. Government and Agency Securities		250,876,781


	$	279,058,602




Sales


Investments (non-U.S. Government)	$	16,454,980
U.S. Government and Agency Securities		104,267,692


	$	120,722,672

4 Federal Income Tax Basis of Investments

The cost and unrealized appreciation (depreciation) of investments of the Portfolio at October 31, 2010, as determined on a federal income tax basis, were as follows:


Aggregate cost	$	499,565,747


Gross unrealized appreciation	$	25,591,147
Gross unrealized depreciation		(751,587	)


Net unrealized appreciation	$	24,839,560

5 Financial Instruments

A summary of obligations under these financial instruments at October 31, 2010 is as follows:


Futures Contracts

									Net
									Unrealized
Expiration			Aggregate						Appreciation
Date	Contracts	Position	Cost			Value			(Depreciation)

12/10	1,270
	U.S. 10-Year Treasury Note	Short	$	(158,880,611	)	$	(160,377,188	)	$	(1,496,577	)
12/10	200
	U.S. 30-Year Treasury Bond	Short		(26,760,938	)		(26,187,500	)		573,438


									$	(923,139	)

At October 31, 2010, the Portfolio had sufficient cash and/or securities to cover commitments under these contracts.

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 purchases and sells 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, 2010 was as follows:


	Fair Value

Derivative	Asset Derivative		Liability Derivative⁽¹⁾

Futures contracts	$	—	$	(923,139	)


(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 year ended October 31, 2010 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	$	(16,715,852	)	$	(511,157	)


(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.

Investment Portfolio as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS CONT’D

The average notional amount of futures contracts outstanding during the year ended October 31, 2010, which is indicative of the volume of this derivative type, was approximately $111,923,000.

6 Line of Credit

7 Fair Value Measurements


	•	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, 2010, the inputs used in valuing the Portfolio’s investments, which are carried at value, were as follows:


	Quoted
	Prices in
	Active			Significant
	Markets for			Other			Significant
	Identical			Observable			Unobservable
	Assets			Inputs			Inputs

Asset Description	(Level 1)			(Level 2)			(Level 3)		Total

Mortgage Pass-Throughs	$	—		$	256,646,752	��	$	—	$	256,646,752
Collateralized Mortgage Obligations		—			26,733,860			—		26,733,860
Commercial Mortgage-Backed Securities		—			41,162,632			—		41,162,632
U.S. Government Agency Obligations		—			193,710,183			—		193,710,183
Short-Term Investments		—			6,151,880			—		6,151,880


Total Investments	$	—		$	524,405,307		$	—	$	524,405,307



Liability Description


Futures Contracts	$	(923,139	)	$	—		$	—	$	(923,139	)


Total	$	(923,139	)	$	—		$	—	$	(923,139	)

The Portfolio held no investments or other financial instruments as of October 31, 2009 whose fair value was determined using Level 3 inputs.

Investment Portfolio as of October 31, 2010

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Trustees and Investors ofInvestment 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, 2010, 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 four 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, was 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, 2010, 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, 2010, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the supplementary data for each of the four years in the period then ended in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 22, 2010

Eaton Vance Low Duration Fund

BOARD OF TRUSTEES’ CONTRACT APPROVAL

Overview of the Contract Review Process

Information about Fees, Performance and Expenses


	•	An independent report comparing the advisory and related fees paid by each fund with fees paid by comparable funds;
	•	An independent report comparing each fund’s total expense ratio and its components to comparable funds;
	•	An independent report comparing the investment performance of each fund (including yield where relevant) to the investment performance of comparable funds over various time periods;
	•	Data regarding investment performance in comparison to relevant peer groups of similarly managed funds and appropriate indices;
	•	For each fund, comparative information concerning the fees charged and the services provided by each adviser in managing other mutual funds and institutional accounts using investment strategies and techniques similar to those used in managing such fund;
	•	Profitability analyses for each adviser with respect to each fund;

Information about Portfolio Management


	•	Descriptions of the investment management services provided to each fund, including the investment strategies and processes employed, and any changes in portfolio management processes and personnel;
	•	Information concerning the allocation of brokerage and the benefits received by each adviser as a result of brokerage allocation, including information concerning the acquisition of research through “soft dollar” benefits received in connection with the funds’ brokerage, and the implementation of a soft dollar reimbursement program established with respect to the funds;
	•	Data relating to portfolio turnover rates of each fund;
	•	The procedures and processes used to determine the fair value of fund assets and actions taken to monitor and test the effectiveness of such procedures and processes;

Information about each Adviser


	•	Reports detailing the financial results and condition of each adviser;
	•	Descriptions of the qualifications, education and experience of the individual investment professionals whose responsibilities include portfolio management and investment research for the funds, and information relating to their compensation and responsibilities with respect to managing other mutual funds and investment accounts;
	•	Copies of the Codes of Ethics of each adviser and its affiliates, together with information relating to compliance with and the administration of such codes;
	•	Copies of or descriptions of each adviser’s policies and procedures relating to proxy voting, the handling of corporate actions and class actions;
	•	Information concerning the resources devoted to compliance efforts undertaken by each adviser and its affiliates on behalf of the funds (including descriptions of various compliance programs) and their record of compliance with investment policies and restrictions, including policies with respect to market-timing, late trading and selective portfolio disclosure, and with policies on personal securities transactions;
	•	Descriptions of the business continuity and disaster recovery plans of each adviser and its affiliates;
	•	A description of Eaton Vance Management’s procedures for overseeing third party advisers and sub-advisers;

Other Relevant Information


	•	Information concerning the nature, cost and character of the administrative and other non-investment management services provided by Eaton Vance Management and its affiliates;
	•	Information concerning management of the relationship with the custodian, subcustodians and fund accountants by each adviser or the funds’ administrator; and
	•	The terms of each advisory agreement.

Eaton Vance Low Duration Fund

BOARD OF TRUSTEES’ CONTRACT APPROVAL CONT’D

Results of the Process

Nature, Extent and Quality of Services

In considering whether to approve the investment advisory and administrative agreement of the Fund and the investment advisory agreements of each Portfolio 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 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’s and BMR’s management capabilities and investment process with respect to the types of investments held by the Fund and 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 Fund and 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 BMR’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 methods of the Adviser to recruit and retain investment personnel, and the time and attention devoted to the Fund and each Portfolio by senior management.

Eaton Vance Low Duration Fund

BOARD OF TRUSTEES’ CONTRACT APPROVAL 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 in recent years from regulatory authorities such as the Securities and Exchange Commission and the Financial Industry Regulatory Authority.

After consideration of the foregoing factors, among others, the Board concluded that the nature, extent and quality of services provided by EVM and BMR, taken as a whole, are appropriate and consistent with the terms of the investment advisory and administrative 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, 2009 for the Fund. The Board also considered the performance of the underlying Portfolios. 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 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 year ended September 30, 2009, as compared to a group of similarly managed funds selected by an independent data provider. The Board also considered factors that had an impact on Fund expense ratios, as identified by management in response to inquiries from the Contract Review Committee, as well as actions being taken to reduce expenses at the fund complex level. The Board 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.

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, including the benefits of research services that may be available to the Adviser as a result of securities transactions effected for the Fund and Portfolios 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 and the Portfolios, 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.

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), High Income Opportunities Portfolio (HIOP), Investment Portfolio (IP) and Multi-Sector Option Strategy Portfolio (MSOSP) (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, “PRA” refers to Parametric Risk Advisors 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

Principal Occupation(s)

in Fund Complex

Name and

Trust and

Length of

During Past Five Years

Overseen By

Other Directorships Held

Year of Birth

the Portfolios

Service

and Other Relevant Experience

Trustee⁽¹⁾

During the Last Five Years⁽²⁾

Interested Trustee

Thomas E. Faust Jr.
1958

Trustee and
President of
the Trust

Trustee of the Trust, FRP, GOP, HIOP and IP since 2007 and of MSOSP since 2010 and President of the Trust since 2002

184

Director of EVC.

Noninterested Trustees

Benjamin C. Esty
1963

Trustee

Of the Trust, FRP, GOP, HIOP and IP since 2005 and of MSOSP since 2010

Roy and Elizabeth Simmons Professor of Business Administration and Finance Unit Head, Harvard University Graduate School of Business Administration.

184

None

Allen R. Freedman
1940

Trustee

Of the Trust, FRP, GOP, HIOP and IP since 2007 and of MSOSP since 2010

184

Director of Assurant, Inc. (insurance provider) and Stonemor Partners, L.P. (owner and operator of cemeteries).

William H. Park
1947

Trustee

Of the Trust, FRP, GOP, HIOP and IP since 2003 and of MSOSP since 2010

184

None

Eaton Vance Low Duration Fund

MANAGEMENT AND ORGANIZATION CONT’D

Position(s)

Term of

Number of Portfolios

with the

Office and

Principal Occupation(s)

in Fund Complex

Name and

Trust and

Length of

During Past Five Years

Overseen By

Other Directorships Held

Year of Birth

the Portfolios

Service

and Other Relevant Experience

Trustee⁽¹⁾

During the Last Five Years⁽²⁾

Noninterested Trustees (continued)

Ronald A. Pearlman
1940

Trustee

Of the Trust, FRP, GOP, HIOP and IP since 2003 and of MSOSP since 2010

184

None

Helen Frame Peters
1948

Trustee

Of the Trust, FRP, GOP, HIOP and IP since 2008 and of MSOSP since 2010

184

Lynn A. Stout
1957

Trustee

Of the Trust, GOP and HIOP since 1998; of FRP since 2000; of IP since 2002 and of MSOSP since 2010

184

None

Ralph F. Verni
1943

Chairman of
the Board
and Trustee

Chairman of the Board since 2007 and Trustee of the Trust, FRP, GOP, HIOP and IP since 2005 and of MSOSP since 2010

184

None

Principal Officers who are not Trustees


	Position(s)	Term of
	with the	Office and
Name and	Trust and	Length of	Principal Occupation(s)
Year of Birth	the Portfolios	Service	During Past Five Years


William H. Ahern, Jr. 1959	Vice President of the Trust	Since 1995	Vice President of EVM and BMR. Officer of 80 registered investment companies managed by EVM or BMR.

John R. Baur 1970	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 was an Account Team Representative in Singapore for Applied Materials Inc. Officer of 37 registered investment companies managed by EVM or BMR.

Maria C. Cappellano 1967	Vice President of the Trust	Since 2009	Vice President of EVM and BMR. Officer of 49 registered investment companies managed by EVM or BMR.

Michael A. Cirami 1975	Vice President of the Trust	Since 2008	Vice President of EVM and BMR. Officer of 37 registered investment companies managed by EVM or BMR.

Cynthia J. Clemson 1963	Vice President of the Trust	Since 2005	Vice President of EVM and BMR. Officer of 96 registered investment companies managed by EVM or BMR.

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)
Year of Birth	the Portfolios	Service	During Past Five Years


Principal Officers who are not Trustees (continued)

John H. Croft 1962	Vice President of the Trust	Since 2010	Vice President of EVM and BMR. Officer of 38 registered investment companies managed by EVM or BMR.

Kenneth Everding 1962	Vice President of MSOSP	Since 2010	Managing Director of PRA. Previously, Managing Director at BNP Paribas (2003-2005). Officer of 2 registered investment companies managed by EVM or BMR.

Charles B. Gaffney 1972	Vice President of the Trust	Since 2007	Director of Equity Research and a Vice President of EVM and BMR. Officer of 33 registered investment companies managed by EVM or BMR.

Thomas P. Huggins 1966	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 1972	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 40 registered investment companies managed by EVM or BMR.

Aamer Khan 1960	Vice President of the Trust	Since 2005	Vice President of EVM and BMR. Officer of 36 registered investment companies managed by EVM or BMR.

Thomas H. Luster 1962	Vice President of the Trust	Since 2006	Vice President of EVM and BMR. Officer of 55 registered investment companies managed by EVM or BMR.

Jonathan Orseck 1968	Vice President of MSOSP	Since 2010	Managing Director of PRA. Previously, Managing Director at Bank of America Securities (2004-2006). Officer of 2 registered investment companies managed by EVM or BMR.

Scott H. Page 1959	President of FRP	Since 2007	Vice President of EVM and BMR. Officer of 10 registered investment companies managed by EVM or BMR.

Jeffrey A. Rawlins 1961	Vice President of the Trust and MSOSP	Vice President of the Trust since 2009 and of MSOSP since 2010	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 33 registered investment companies managed by EVM or BMR.

Duncan W. Richardson 1957	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 1963	Vice President of FRP	Since 2007	Vice President of EVM and BMR. Officer of 5 registered investment companies managed by EVM or BMR.

Judith A. Saryan 1954	Vice President of the Trust	Since 2003	Vice President of EVM and BMR. Officer of 54 registered investment companies managed by EVM or BMR.

Susan Schiff 1961	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 38 registered investment companies managed by EVM or BMR.

Thomas Seto 1962	Vice President of the Trust	Since 2007	Vice President and Director of Portfolio Management of Parametric. Officer of 33 registered investment companies managed by EVM or BMR.

David M. Stein 1951	Vice President of the Trust	Since 2007	Managing Director and Chief Investment Officer of Parametric. Officer of 33 registered investment companies managed by EVM or BMR.

Eric A. Stein 1980	Vice President of the Trust	Since 2009	Vice President of EVM and BMR. Originally joined EVM in July 2002. Prior to re-joining EVM in September 2008, Mr. Stein worked at the Federal Reserve Bank of New York (2007-2008) and attended business school in Chicago, Illinois. Officer of 34 registered investment companies managed by EVM or BMR.

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)
Year of Birth	the Portfolios	Service	During Past Five Years


Principal Officers who are not Trustees (continued)

Dan R. Strelow 1959	Vice President of the Trust and MSOSP	Vice President of the Trust since 2009 and of MSOSP since 2010	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 33 registered investment companies managed by EVM or BMR.

Payson F. Swaffield 1956	President of MSOSP	Since 2010	Chief Income Investment Officer of EVC. Vice President of EVM and BMR. Officer of 10 registered investment companies managed by EVM or BMR.

Mark S. Venezia 1949	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 40 registered investment companies managed by EVM or BMR.

Michael W. Weilheimer 1961	Vice President of HIOP	Since 2002	Vice President of EVM and BMR. Officer of 26 registered investment companies managed by EVM or BMR.

Adam A. Weigold 1975	Vice President of the Trust	Since 2007	Vice President of EVM and BMR. Officer of 73 registered investment companies managed by EVM or BMR.

Barbara E. Campbell 1957	Treasurer	Treasurer of the Trust since 2005; of FRP, GOP, HIOP and IP since 2008 and of MSOSP since 2010	Vice President of EVM and BMR. Officer of 184 registered investment companies managed by EVM or BMR.

Maureen A. Gemma 1960	Secretary and Chief Legal Officer	Secretary of the Trust, FRP, GOP, HIOP and IP since 2007 and of MSOSP since 2010 and Chief Legal Officer since 2008	Vice President of EVM and BMR. Officer of 184 registered investment companies managed by EVM or BMR.

Paul M. O’Neil 1953	Chief Compliance Officer	Of the Trust, FRP, GOP, HIOP and IP since 2004 and of MSOSP since 2010	Vice President of EVM and BMR. Officer of 184 registered investment companies managed by EVM or BMR.


(1)		Includes both master and feeder funds in a master-feeder structure.

(2)		During their respective tenures, the Trustees also served as trustees of one or more of the following Eaton Vance funds (which operated in the years noted): Eaton Vance Credit Opportunities Fund (launched in 2005 and terminated in 2010); Eaton Vance Insured Florida Plus Municipal Bond Fund (launched in 2002 and terminated in 2009); and Eaton Vance National Municipal Income Fund (launched in 1998 and terminated in 2009).

This Page Intentionally Left Blank

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

BNY Mellon Asset 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


1560-12/10	LDSRC

IMPORTANT NOTICES

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 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. Our Privacy Policy only applies 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.

Eaton Vance Global Macro Absolute Return Advantage Fund as of October 31, 2010

MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE

Mark S. Venezia, CFA
Co-Portfolio Manager

John R. Baur
Co-Portfolio Manager

Michael A. Cirami, CFA
Co-Portfolio Manager

Eric A. Stein, CFA
Co-Portfolio Manager

Economic and Market Conditions

•		Welcome to Eaton Vance Global Macro Absolute Return Advantage Fund, which commenced operations on August 31, 2010. For the two-month period ending October 31, 2010, the strongest returns in the global credit markets were generated by the riskier assets. Credit spreads were approximately 100 basis points tighter at the end of the period in U.S. high-yield corporate debt, and the S&P 500 returned approximately 13% for the two-month period. Yields on U.S. Treasuries fell in the short to intermediate part of the curve with the 2-year, 3-year, and 5-year bonds declining 14, 20, and 17 basis points, respectively. Yields at the long end rose, with yields on the 10-year and 30-year bonds increasing by 13 and 46 basis points, respectively.

•		Turning to the global currency markets, the two months were a period of broad dollar weakness. The euro appreciated approximately 10% versus the U.S. dollar—one of the strongest currency returns in the world for the two-month period. Although most currencies appreciated versus the dollar, only a few Eastern European currencies appreciated versus the euro.

•		Globally, the pace of acceleration in economic activity moderated, and the focus remained on the weakening in the U.S. economy and the anticipation of another round of quantitative easing by the U.S. Federal Reserve.

Management Discussion

•		The Fund¹ seeks to provide total return by investing in securities, derivatives, and other instruments to establish long and short investment exposures around the world. The Fund’s long and short investments are primarily sovereign exposures, including sovereign debt, currencies and interest rates. The Fund may also invest in corporate debt issuers and, to a more limited extent, equities and commodities. Sovereign exposures include both developed and emerging markets.

•		For the two-month period from its inception on August 31, 2010, through October 31 2010, the Fund outperformed its benchmark, the BofA Merrill Lynch 3-Month U.S. Treasury Bill Index (the Index).2 The Fund’s foreign investments contributed to the Fund’s outperformance. Regionally, Eastern Europe and Asia were the sources of the strongest returns, while Africa was a significant negative for the Fund.

•		Looking more closely at Eastern Europe, Turkey produced the strongest returns for the Fund. Turkey had a surprisingly strong recovery from the international economic crisis, and the Fund’s position in Turkish inflation-linked bonds benefited from strong demand, as concerns about future inflation became an investor focus. Additionally, the Polish zloty was one of the few Eastern European currencies to appreciate versus the euro; the Fund’s position in zloty currency forward contracts contributed positively to its performance during the period.

Total Return Performance*
8/31/10 – 10/31/10


Class A³	0.60	%
Class C³	0.60
Class I³	0.70
BofA Merrill Lynch 3-Month U.S. Treasury Bill Index²	0.02
Lipper Global Income Funds Average²	3.11


*		Performance is cumulative since share class inception on 8/31/10.

See page 3 for more performance information.


¹		The Fund currently invests in a separate registered investment company, Global Macro Absolute Return Advantage 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 a 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, of the funds that are in the same Lipper Classification as the Fund.

³		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. Class I shares are offered at net asset value.

Eaton Vance Global Macro Absolute Return Advantage Fund as of October 31, 2010

MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE

•		Emerging Asian currencies benefited from broad dollar weakness and flows into the region. In particular, the Indian rupee contributed significantly to the Fund’s performance. Additionally, the South Korean won was one of the strongest currency returns in both the region and the world, benefiting the Fund’s long position.

•		The largest source of negative performance for the Fund during the period was a short South African rand position. Despite its endowment with natural resources, management remained concerned about the country’s fundamentals and maintained a short position, utilizing currency forwards, in this country.

•		The Fund’s duration was 1.62 years as of October 31, 2010. 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.

Portfolio Composition

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


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

Currency Positions²
By total net assets


Egypt	11.3	%
Czech Republic	10.5
Malaysia	7.4
Poland	6.6
Turkey	5.4
Israel	5.2
Brazil	5.2
Sweden	4.5
India	4.2
South Korea	4.0
Mexico	3.8
Indonesia	3.8
China	3.7
Australia	2.7
Norway	2.4
Colombia	1.7
Ukraine	1.7
Taiwan	1.6
Chile	1.6
Gold	1.5
Japan	-0.0
New Zealand	-2.7
South Africa	-4.8
Euro	-37.8


2		Currency Positions reflect the Portfolio’s investments as of 10/31/10. Currency exposures include all foreign exchange denominated assets and all currency derivatives. As of 10/31/10, Foreign Long Derivatives were 62.2%; Foreign Short Derivatives were -33.2%. All numbers are a percentage of net assets. Total exposures may exceed 100% due to implicit leverage created by derivatives. All percentages are rounded to one decimal.

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.

Eaton Vance Global Macro Absolute Return Advantage Fund as of October 31, 2010

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 U.S. Treasury Bill Index (the BofA Merrill Lynch Index), an unmanaged index of U.S. Treasury securities maturing in 90 days. The lines on the graph represent the total returns of a hypothetical investment of $10,000 in each of Class A of the Fund and the BofA Merrill Lynch 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.


Fund Performance¹	Class A			Class C			Class I
Share Class Symbols	EGRAX			EGRCX			EGRIX

Average Annual Total Returns (at net asset value)
Life of Fund^†		0.60	%		0.60	%		0.70	%

SEC Average Annual Total Returns (including sales charge or applicable CDSC)
Life of Fund^†		-4.19	%		-0.40	%		0.70	%


^†		Inception Dates — Class A: 8/31/10; Class C: 8/31/10; Class I: 8/31/10. Returns are cumulative since share class inception.

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 at net asset value. Absent an allocation of certain expenses to the administrator, the returns would be lower.


Total Annual
Operating Expenses²	Class A			Class C			Class I

Gross Expense Ratio		1.75	%		2.45	%		1.45	%
Net Expense Ratio		1.55			2.25			1.25


²		Source: Prospectus dated 8/25/10, as revised 12/1/10. Net Expense Ratio reflects a contractual expense reimbursement. The expense reimbursement continues through February 28, 2013. Any amendments of this reimbursement would require written approval of the Board of Trustees. Without this expense reimbursement performance would have been lower.


*		Sources: Lipper Inc. Class A of the Fund commenced investment operations on 8/31/10.

		A $10,000 hypothetical investment at net asset value in Class C and Class I shares on 8/31/10 (commencement of operations) would have been valued at $10,060 ($9,960 after deduction of CDSC) and $10,070, respectively, on 10/31/10. It is not possible to invest directly in an Index. 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.

Eaton Vance Global Macro Absolute Return Advantage Fund as of October 31, 2010

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 actual expense Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (August 31, 2010 – October 31, 2010). The hypothetical expense Example is based on an investment of $1,000 invested for the one-half year period (May 1, 2010 – October 31, 2010).

Eaton Vance Global Macro Absolute Return Advantage Fund


	Beginning Account Value		Ending Account Value		Expenses Paid During Period
	(8/31/10)		(10/31/10)		(8/31/10 – 10/31/10)


Actual*
Class A		$1,000.00		$1,006.00		$2.64	***
Class C		$1,000.00		$1,006.00		$3.83	***
Class I		$1,000.00		$1,007.00		$2.13	***


	*	The Fund had not commenced operations on May 1, 2010. Actual expenses are equal to the Fund’s annualized expense ratio of 1.55% 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 62/365 (to reflect the period from commencement of operations on August 31, 2010 to October 31, 2010). The Example assumes that the $1,000 was invested at the net asset value per share determined at the opening of business on August 31, 2010. The Example reflects the expenses of both the Fund and the Portfolio.

Beginning Account Value

Ending Account Value

Expenses Paid During Period

(5/1/10)

(10/31/10)

(5/1/10 – 10/31/10)

Hypothetical**

(5% return per year before expenses)

Class A

$1,000.00

$1,017.40

$7.88

***

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 1.55% 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 opening of business on August 31, 2010. The Example reflects the expenses of both the Fund and the Portfolio.

	***	Absent an allocation of certain expenses to an affiliate, expenses would be higher.

Eaton Vance Global Macro Absolute Return Advantage Fund as of October 31, 2010

FINANCIAL STATEMENTS

Statement of Assets and Liabilities


As of October 31, 2010

Assets

Investment in Global Macro Absolute Return Advantage Portfolio, at value (identified cost, $86,632,665)	$	86,699,257
Receivable for Fund shares sold		14,306,170
Receivable from affiliate		25,561


Total assets	$	101,030,988





Liabilities

Payable for Fund shares redeemed	$	48,585
Payable to affiliates:
Distribution and service fees		6,307
Trustees’ fees		42
Accrued expenses		50,983


Total liabilities	$	105,917


Net Assets	$	100,925,071





Sources of Net Assets

Paid-in capital	$	100,454,640
Accumulated net realized gain from Portfolio		230,590
Accumulated undistributed net investment income		173,249
Net unrealized appreciation from Portfolio		66,592


Total	$	100,925,071





Class A Shares

Net Assets	$	36,142,513
Shares Outstanding		3,591,681
Net Asset Value and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	10.06
Maximum Offering Price Per Share
(100 ¸ 95.25 of net asset value per share)	$	10.56





Class C Shares

Net Assets	$	8,746,505
Shares Outstanding		869,484
Net Asset Value and Offering Price Per Share*
(net assets ¸ shares of beneficial interest outstanding)	$	10.06





Class I Shares

Net Assets	$	56,036,053
Shares Outstanding		5,565,931
Net Asset Value, Offering Price and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	10.07

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 Period Ended
October 31, 2010⁽¹⁾

Investment Income

Interest allocated from Portfolio (net of foreign taxes, $8)	$	231,464
Expenses allocated from Portfolio		(107,363	)


Total investment income from Portfolio	$	124,101





Expenses

Distribution and service fees
Class A	$	3,553
Class C		2,840
Trustees’ fees and expenses		42
Custodian fee		4,448
Transfer and dividend disbursing agent fees		2,013
Legal and accounting services		31,303
Printing and postage		6,586
Registration fees		60,625
Miscellaneous		2,491


Total expenses	$	113,901


Deduct —
Allocation of expenses to affiliate	$	112,934


Total expense reductions	$	112,934



Net expenses	$	967



Net investment income	$	123,134





Realized and Unrealized Gain (Loss) from Portfolio

Net realized gain (loss) —
Investment transactions	$	228,783
Financial futures contracts		13,088
Swap contracts		(21,564	)
Foreign currency and forward foreign currency exchange contract transactions		(312,958	)


Net realized loss	$	(92,651	)


Change in unrealized appreciation (depreciation) —
Investments	$	537,902
Financial futures contracts		(14,078	)
Swap contracts		(281,819	)
Foreign currency and forward foreign currency exchange contracts		(175,413	)


Net change in unrealized appreciation (depreciation)	$	66,592



Net realized and unrealized loss	$	(26,059	)



Net increase in net assets from operations	$	97,075


⁽¹⁾	For the period from the start of business, August 31, 2010, to October 31, 2010.

See notes to financial statements

Eaton Vance Global Macro Absolute Return Advantage Fund as of October 31, 2010

FINANCIAL STATEMENTS CONT’D

Statement of Changes in Net Assets


Increase (Decrease)	Period Ended
in Net Assets	October 31, 2010⁽¹⁾

From operations —
Net investment income	$	123,134
Net realized loss from investment transactions, financial futures contracts, swap contracts, and foreign currency and forward foreign currency exchange contract transactions		(92,651	)
Net change in unrealized appreciation (depreciation) from investments, financial futures contracts, swap contracts, foreign currency and forward foreign currency exchange contracts		66,592


Net increase in net assets from operations	$	97,075


Transactions in shares of beneficial interest —
Proceeds from sale of shares
Class A	$	36,236,698
Class C		8,825,064
Class I		76,244,437
Cost of shares redeemed
Class A		(18,907	)
Class C		(65,000	)
Class I		(20,394,296	)


Net increase in net assets from Fund share transactions	$	100,827,996



Net increase in net assets	$	100,925,071





Net Assets

At beginning of period	$	—


At end of period	$	100,925,071





Accumulated undistributed net investment income included in net assets

At end of period	$	173,249


⁽¹⁾	For the period from the start of business, August 31, 2010, to October 31, 2010.

See notes to financial statements

Eaton Vance Global Macro Absolute Return Advantage Fund as of October 31, 2010

FINANCIAL STATEMENTS CONT’D

Financial Highlights


	Class A

	Period Ended
	October 31, 2010⁽¹⁾

Net asset value — Beginning of period	$	10.000




Income (Loss) From Operations

Net investment income⁽²⁾	$	0.028
Net realized and unrealized gain		0.032


Total income from operations	$	0.060



Net asset value — End of period	$	10.060



Total Return⁽³⁾		0.60	%⁽⁴⁾




Ratios/Supplemental Data

Net assets, end of period (000’s omitted)	$	36,143
Ratios (as a percentage of average daily net assets):
Expenses⁽⁵⁾		1.55	%⁽⁶⁾⁽⁷⁾
Net investment income		1.69	%⁽⁷⁾
Portfolio Turnover of the Portfolio		7	%⁽⁴⁾


(1)		For the period from the start of business, August 31, 2010, to October 31, 2010.

(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)		The investment adviser and administrator reimbursed certain operating expenses (equal to 1.38% of average daily net assets for the period from the start of business, August 31, 2010, to October 31, 2010). Absent this reimbursement, total return would be lower.

(7)		Annualized.

See notes to financial statements

Eaton Vance Global Macro Absolute Return Advantage Fund as of October 31, 2010

FINANCIAL STATEMENTS CONT’D

Financial Highlights


	Class C

	Period Ended
	October 31, 2010⁽¹⁾

Net asset value — Beginning of period	$	10.000




Income (Loss) From Operations

Net investment income⁽²⁾	$	0.015
Net realized and unrealized gain		0.045


Total income from operations	$	0.060



Net asset value — End of period	$	10.060



Total Return⁽³⁾		0.60	%⁽⁴⁾




Ratios/Supplemental Data

Net assets, end of period (000’s omitted)	$	8,747
Ratios (as a percentage of average daily net assets):
Expenses⁽⁵⁾		2.25	%⁽⁶⁾⁽⁷⁾
Net investment income		0.89	%⁽⁷⁾
Portfolio Turnover of the Portfolio		7	%⁽⁴⁾


(1)		For the period from the start of business, August 31, 2010, to October 31, 2010.

(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)		The investment adviser and administrator reimbursed certain operating expenses (equal to 1.38% of average daily net assets for the period from the start of business, August 31, 2010, to October 31, 2010). Absent this reimbursement, total return would be lower.

(7)		Annualized.

See notes to financial statements

Eaton Vance Global Macro Absolute Return Advantage Fund as of October 31, 2010

FINANCIAL STATEMENTS CONT’D

Financial Highlights


	Class I

	Period Ended
	October 31, 2010⁽¹⁾

Net asset value — Beginning of period	$	10.000




Income (Loss) From Operations

Net investment income⁽²⁾	$	0.025
Net realized and unrealized gain		0.045


Total income from operations	$	0.070



Net asset value — End of period	$	10.070



Total Return⁽³⁾		0.70	%⁽⁴⁾




Ratios/Supplemental Data

Net assets, end of period (000’s omitted)	$	56,036
Ratios (as a percentage of average daily net assets):
Expenses⁽⁵⁾		1.25	%⁽⁶⁾⁽⁷⁾
Net investment income		1.50	%⁽⁷⁾
Portfolio Turnover of the Portfolio		7	%⁽⁴⁾


(1)		For the period from the start of business, August 31, 2010, to October 31, 2010.

(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 investment adviser and administrator reimbursed certain operating expenses (equal to 1.38% of average daily net assets for the period from the start of business, August 31, 2010, to October 31, 2010). Absent this reimbursement, total return would be lower.

(7)		Annualized.

See notes to financial statements

Eaton Vance Global Macro Absolute Return Advantage Fund as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS

1 Significant Accounting Policies

Eaton Vance Global Macro Absolute Return Advantage 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 commenced operations on August 31, 2010. As of October 31, 2010, the Fund offered three classes of shares. Effective December 1, 2010, the Fund began offering Class R 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 Global Macro Absolute Return Advantage Portfolio (the Portfolio), a Massachusetts business 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 (47.5% at October 31, 2010). The performance of the Fund is directly affected by the performance of the Portfolio. The consolidated financial statements of the Portfolio, including the consolidated 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.

As of October 31, 2010, the Fund had no uncertain tax positions that would require financial statement recognition, de-recognition, or disclosure. The Fund’s initial period of operations from August 31, 2010 to October 31, 2010 remains subject to examination by the Internal Revenue Service.

Eaton Vance Global Macro Absolute Return Advantage Fund as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS CONT’D

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.

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

2 Distributions to Shareholders

During the period from the start business on August 31, 2010 to October 31, 2010, accumulated net realized gain was increased by $323,241, accumulated undistributed net investment income was increased by $50,115 and paid-in capital was decreased by $373,356 due to differences between book and tax accounting, primarily for net operating losses, swap contracts, premium amortization 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, 2010, the components of distributable earnings (accumulated losses) and unrealized appreciation (depreciation) on a tax basis were as follows:


Undistributed long-term capital gains	$	465,968
Net unrealized appreciation	$	4,463

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 transactions, tax accounting for straddle transactions, futures contracts, swap contracts and premium amortization.

3 Investment Adviser and Administration Fee and Other Transactions with Affiliates

The investment adviser and administration fee is earned by Eaton Vance Management (EVM) as compensation for investment advisory and administrative services rendered to the Fund. The fee is computed at an annual rate of 1.00% 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 Investable Assets of $500 million and over, the annual fee is reduced. For the period from the start of business on August 31, 2010 to October 31, 2010, the Fund incurred no adviser and administration 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 investment 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 Consolidated Financial Statements which are included elsewhere in this report. EVM has agreed to reimburse the Fund’s operating expenses to the extent that they exceed 1.55%, 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, 2013. Pursuant to this agreement, EVM was allocated $112,934 of the Fund’s operating expenses for the period from the start of business on August 31, 2010 to October 31, 2010.

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 period from the start of business on August 31, 2010 to October 31, 2010, EVM earned $8 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 $20,654 as its portion of the sales charge on sales of Class A shares for the period from the start of business on August 31, 2010 to October 31, 2010. EVD also received distribution and service fees from Class A and Class C 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 and administration fee. Certain officers and Trustees of the Fund and the Portfolio are officers of the above organizations.

4 Distribution 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

Eaton Vance Global Macro Absolute Return Advantage Fund as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS CONT’D

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 period from the start of business on August 31, 2010 to October 31, 2010 amounted to $3,553 for Class A shares.

The Class C Plan also authorizes the Fund to make payments of service fees to EVD, financial intermediaries and other persons in amounts 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. Service fees paid or accrued for the period from the start of business on August 31, 2010 to October 31, 2010 amounted to $710 for Class C shares.

5 Contingent 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. For the period from the start of business on August 31, 2010 to October 31, 2010, the Fund was informed that EVD received no CDSCs paid by Class A and Class C shareholders.

6 Investment Transactions

For the period from the start of business on August 31, 2010 to October 31, 2010, increases and decreases in the Fund’s investment in the Portfolio aggregated $110,055,318 and $23,454,104, respectively.

7 Shares of Beneficial Interest


	Period Ended
Class A	October 31, 2010⁽¹⁾

Sales		3,593,554
Redemptions		(1,873	)


Net increase		3,591,681




	Period Ended
Class C	October 31, 2010⁽¹⁾

Sales		875,926
Redemptions		(6,442	)


Net increase		869,484




	Period Ended
Class I	October 31, 2010⁽¹⁾

Sales		7,585,243
Redemptions		(2,019,312	)


Net increase		5,565,931


(1)		For the period from the start of business on August 31, 2010 to October 31, 2010.

At October 31, 2010, EVM owned 30% of the value of the outstanding shares of the Fund.

Eaton Vance Global Macro Absolute Return Advantage Fund as of October 31, 2010

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 Advantage Fund:

We have audited the accompanying statement of assets and liabilities of Eaton Vance Global Macro Absolute Return Advantage Fund (the “Fund”) (one of the funds constituting Eaton Vance Mutual Funds Trust), as of October 31, 2010, and the related statement of operations, the statement of changes in net assets, and the financial highlights for the period from the start of business, August 31, 2010, to October 31, 2010. 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 audit.

We conducted our audit 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 audit 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 audit provides 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 Advantage Fund as of October 31, 2010, and the results of its operations, the changes in its net assets, and the financial highlights for the period from the start of business, August 31, 2010, to October 31, 2010, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 27, 2010

Eaton Vance Global Macro Absolute Return Advantage Fund as of October 31, 2010

FEDERAL TAX INFORMATION (Unaudited)

Global Macro Absolute Return Advantage Portfolio as of October 31, 2010

CONSOLIDATED PORTFOLIO OF INVESTMENTS

Foreign Government Bonds — 5.3%

Principal

Security

Amount

Value

Sri Lanka — 0.6%

Republic of Sri Lanka, 6.25%, 10/4/20⁽¹⁾

USD

1,040,000

1,085,500

Total Sri Lanka (identified cost $1,040,000)

1,085,500

Turkey — 4.7%

Turkey Government Bond, 4.00%, 4/1/20⁽²⁾

TRY

10,868,783

8,600,459

Total Turkey (identified cost $7,105,212)

8,600,459

Total Foreign Government Bonds (identified cost $8,145,212)

9,685,959

Debt Obligations — United States — 28.1%

U.S. Treasury Obligations — 28.1%

Principal

Security

Amount

Value

U.S. Treasury Bond, 1.375%, 3/15/13

8,830,000

9,033,505

U.S. Treasury Bond, 2.625%, 8/15/20⁽³⁾

10,030,000

10,042,537

U.S. Treasury Bond, 4.25%, 8/15/15

11,200,000

12,859,000

U.S. Treasury Bond, 4.50%, 2/15/16

8,000,000

9,323,752

U.S. Treasury Bond, 7.125%, 2/15/23

7,040,000

10,038,604

Total U.S. Treasury Obligations

(identified cost $51,132,952)

51,297,398

Total Debt Obligations — United States

(identified cost $51,132,952)

51,297,398

Precious Metals — 1.5%

Troy

Description

Ounces

Value

Gold

2,007

2,724,801

Total Precious Metals

(identified cost $2,626,551)

2,724,801

Put Options Purchased — 0.3%

Number of

Contracts

Strike

Expiration

Description

(000’s omitted)

Price

Date

Value

KOSPI 200 Index

27,745

KRW

205

10/13/11

162,127

KOSPI 200 Index

27,745

KRW

200

10/11/12

306,352

Total Put Options Purchased
(identified cost $490,004)

468,479


Short-Term Investments — 64.1%
Foreign Government Securities — 38.7%

		Principal
		Amount
Security		(000’s omitted)		Value



Brazil — 4.9%

Letras Do Tesouro Nacional, 0.00%, 1/1/11	BRL		15,570	$	8,994,658



Total Brazil (identified cost $8,985,952)				$	8,994,658





Croatia — 6.5%

Croatia Treasury Bill, 0.00%, 9/8/11	EUR		8,707	$	11,837,256



Total Croatia (identified cost $10,759,612)				$	11,837,256





Egypt — 11.3%

Egypt Treasury Bill, 0.00%, 11/9/10	EGP		975	$	168,484
Egypt Treasury Bill, 0.00%, 12/7/10	EGP		21,050		3,612,792
Egypt Treasury Bill, 0.00%, 12/28/10	EGP		1,700		290,152
Egypt Treasury Bill, 0.00%, 1/25/11	EGP		3,300		559,126
Egypt Treasury Bill, 0.00%, 3/8/11	EGP		21,575		3,614,931
Egypt Treasury Bill, 0.00%, 3/29/11	EGP		7,550		1,257,793
Egypt Treasury Bill, 0.00%, 4/5/11	EGP		12,050		2,003,485
Egypt Treasury Bill, 0.00%, 4/12/11	EGP		5,275		875,322
Egypt Treasury Bill, 0.00%, 4/19/11	EGP		4,600		761,379
Egypt Treasury Bill, 0.00%, 5/31/11	EGP		22,100		3,617,353
Egypt Treasury Bill, 0.00%, 8/30/11	EGP		24,500		3,907,781



Total Egypt (identified cost $20,930,242)				$	20,668,598




Indonesia — 0.3%

Indonesia Treasury Bill, 0.00%, 2/10/11	IDR		5,137,000	$	566,108



Total Indonesia (identified cost $566,580)				$	566,108

See notes to consolidated financial statements

Global Macro Absolute Return Advantage Portfolio as of October 31, 2010

CONSOLIDATED PORTFOLIO OF INVESTMENTS CONT’D


		Principal
		Amount
Security		(000’s omitted)		Value



Israel — 4.2%

Israel Treasury Bill, 0.00%, 3/2/11	ILS		9,250	$	2,526,544
Israel Treasury Bill, 0.00%, 6/1/11	ILS		9,304		2,525,938
Israel Treasury Bill, 0.00%, 9/7/11	ILS		9,369		2,526,834



Total Israel (identified cost $7,297,373)				$	7,579,316




Malaysia — 7.5%

Malaysia Treasury Bill, 0.00%, 11/9/10	MYR		4,445	$	1,427,371
Malaysia Treasury Bill, 0.00%, 1/4/11	MYR		23,938		7,653,544
Malaysia Treasury Bill, 0.00%, 1/6/11	MYR		3,757		1,201,008
Malaysia Treasury Bill, 0.00%, 1/20/11	MYR		4,047		1,292,296
Malaysia Treasury Bill, 0.00%, 1/27/11	MYR		3,525		1,124,986
Malaysia Treasury Bill, 0.00%, 2/10/11	MYR		2,727		869,345



Total Malaysia (identified cost $13,643,503)				$	13,568,550




Mexico — 3.8%

Mexico Treasury Bill, 0.00%, 1/13/11	MXN		14,445	$	1,159,355
Mexico Treasury Bill, 0.00%, 1/20/11	MXN		43,652		3,501,599
Mexico Treasury Bill, 0.00%, 1/27/11	MXN		28,550		2,287,630



Total Mexico (identified cost $6,884,889)				$	6,948,584




South Korea — 0.2%

Korea Monetary Stabilization Bond, 3.07%, 1/28/11	KRW		368,100	$	327,609



Total South Korea (identified cost $330,185)				$	327,609



Total Foreign Government Securities (identified cost $69,398,336)				$	70,490,679




Other Securities — 25.4%

		Interest
Description		(000’s omitted)		Value

Eaton Vance Cash Reserves Fund, LLC, 0.22%⁽⁴⁾		$	46,393	$	46,393,224



Total Other Securities
(identified cost $46,393,224)				$	46,393,224



Total Short-Term Investments (identified cost $115,791,560)				$	116,883,903



Total Investments — 99.3% (identified cost $178,186,279)				$	181,060,540



Other Assets, Less Liabilities — 0.7%				$	1,344,064



Net Assets — 100.0%				$	182,404,604

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

BRL - Brazilian Real

EGP - Egyptian Pound

EUR - Euro

IDR - Indonesian Rupiah

ILS - Israeli Shekel

KRW - South Korean Won

MXN - Mexican Peso

MYR - Malaysian Ringgit

TRY - New Turkish Lira

USD - United States Dollar


(1)		Security exempt from registration pursuant to Rule 144A under the Securities Act of 1933. These securities may be sold in certain transactions (normally to qualified institutional buyers) and remain exempt from registration. At October 31, 2010, the aggregate value of these securities is $1,085,500 or 0.6% of the Portfolio’s net assets.

(2)		Inflation-linked security whose principal is adjusted for inflation based on changes in a designated inflation index or inflation rate for the applicable country. Interest is calculated based on the inflation-adjusted principal.

(3)		Security (or a portion thereof) has been pledged to cover collateral requirements on open financial contracts.

(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, 2010. Net income allocated from the investment in Eaton Vance Cash Reserves Fund, LLC for the period from the start of business, August 31, 2010, to October 31, 2010 was $15,481.

See notes to consolidated financial statements

Global Macro Absolute Return Advantage Portfolio as of October 31, 2010

CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Statement of Assets and Liabilities


As of October 31, 2010

Assets

Unaffiliated investments, at value (identified cost, $131,793,055)	$	134,667,316
Affiliated investment, at value (identified cost, $46,393,224)		46,393,224
Cash		50,342
Cash collateral on deposit at broker*		60,555
Foreign currency, at value (identified cost, $14,406)		14,705
Interest receivable		375,887
Interest receivable from affiliated investment		6,406
Receivable for investments sold		87,626
Receivable for variation margin on open financial futures contracts		14,541
Receivable for open forward foreign currency exchange contracts		604,038
Receivable for closed forward foreign currency exchange contracts		861,898
Receivable for open swap contracts		118,616
Premium paid on open swap contracts		2,420,833


Total assets	$	185,675,987





Liabilities

Payable for investments purchased	$	216,929
Payable for open forward foreign currency exchange contracts		1,235,901
Payable for closed forward foreign currency exchange contracts		205,306
Payable for open swap contracts		1,222,925
Premium received on open swap contracts		169,469
Payable to affiliates:
Investment adviser fee		135,256
Trustees’ fees		540
Accrued expenses		85,057


Total liabilities	$	3,271,383


Net Assets applicable to investors’ interest in Portfolio	$	182,404,604





Sources of Net Assets

Net proceeds from capital contributions and withdrawals	$	181,302,270
Net unrealized appreciation		1,102,334


Total	$	182,404,604


*	Represents restricted cash on deposit at the broker as collateral for open financial contracts.

Consolidated Statement of Operations


For the Period Ended
October 31, 2010⁽¹⁾

Investment Income

Interest (net of foreign taxes, $14)	$	639,953
Interest allocated from affiliated investment		15,925
Expenses allocated from affiliated investment		(444	)


Total investment income	$	655,434





Expenses

Investment adviser fee	$	235,142
Trustees’ fees and expenses		540
Custodian fee		10,492
Legal and accounting services		81,837
Miscellaneous		19,762


Total expenses	$	347,773



Net investment income	$	307,661





Realized and Unrealized Gain (Loss)

Net realized gain (loss) —
Investment transactions	$	335,640
Investment transactions allocated from affiliated investment		474
Financial futures contracts		29,349
Swap contracts		(53,329	)
Foreign currency and forward foreign currency exchange contract transactions		(1,024,739	)


Net realized loss	$	(712,605	)


Change in unrealized appreciation (depreciation) —
Investments	$	2,874,261
Financial futures contracts		(33,815	)
Swap contracts		(1,104,309	)
Foreign currency and forward foreign currency exchange contracts		(633,803	)


Net change in unrealized appreciation (depreciation)	$	1,102,334



Net realized and unrealized gain	$	389,729



Net increase in net assets from operations	$	697,390


⁽¹⁾	For the period from the start of business, August 31, 2010, to October 31, 2010.

See notes to consolidated financial statements

Global Macro Absolute Return Advantage Portfolio as of October 31, 2010

CONSOLIDATED FINANCIAL STATEMENTS CONT’D

Consolidated Statement of Changes in Net Assets


Increase (Decrease)	Period Ended
in Net Assets	October 31, 2010⁽¹⁾

From operations —
Net investment income	$	307,661
Net realized loss from investment transactions, financial futures contracts, swap contracts, and foreign currency and forward foreign currency exchange contract transactions		(712,605	)
Net change in unrealized appreciation (depreciation) from investments, financial futures contracts, swap contracts, foreign currency and forward foreign currency exchange contracts		1,102,334


Net increase in net assets from operations	$	697,390


Capital transactions —
Contributions	$	205,056,318
Withdrawals		(23,454,104	)


Net increase in net assets from capital transactions	$	181,602,214



Net increase in net assets	$	182,299,604





Net Assets

At beginning of period	$	105,000


At end of period	$	182,404,604


⁽¹⁾	For the period from the start of business, August 31, 2010, to October 31, 2010.

See notes to consolidated financial statements

Global Macro Absolute Return Advantage Portfolio as of October 31, 2010

CONSOLIDATED FINANCIAL STATEMENTS CONT’D

Consolidated Supplementary Data


	Period Ended
Ratios/Supplemental Data	October 31, 2010⁽¹⁾

Ratios (as a percentage of average daily net assets):
Expenses		1.47	%⁽²⁾
Net investment income		1.30	%⁽²⁾
Portfolio Turnover		7	%⁽³⁾


Total Return		0.63	%⁽³⁾



Net assets, end of period (000’s omitted)	$	182,405


(1)		For the period from the start of business, August 31, 2010, to October 31, 2010.

(2)		Annualized.

(3)		Not annualized.

See notes to consolidated financial statements

Global Macro Absolute Return Advantage Portfolio as of October 31, 2010

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1 Significant Accounting Policies

Global Macro Absolute Return Advantage Portfolio (the Portfolio) is a Massachusetts business 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 was organized on June 3, 2010 and remained inactive until August 31, 2010 except for matters related to its organization, including the sale of initial interests of $106,000 and the expensing of $5,000 of organization costs, and change in its name from Global Strategies Portfolio. The Portfolio commenced operations on August 31, 2010. The Portfolio’s investment objective is total return. The Declaration of Trust permits the Trustees to issue interests in the Portfolio. At October 31, 2010, Eaton Vance Global Macro Absolute Return Advantage Fund, Eaton Vance Strategic Income Fund and Eaton Vance International (Cayman Islands) Strategic Income Fund held an interest of 47.5%, 45.3% and 7.1%, respectively in the Portfolio.

The Portfolio seeks to gain exposure to the commodity markets, in whole or in part, through investments in Eaton Vance GMAP Commodity Subsidiary, Ltd. (the Subsidiary), a wholly-owned subsidiary of the Portfolio organized under the laws of the Cayman Islands with the same objective and investment policies and restrictions as the Portfolio. The Portfolio may invest up to 25% of its total assets in the Subsidiary. The net assets of the Subsidiary at October 31, 2010 were $2,763,576 or 1.5% of the Portfolio’s consolidated net assets. The accompanying consolidated financial statements include the accounts of the Subsidiary. Intercompany balances and transactions have been eliminated in consolidation.

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.

valued at amortized cost, which approximates market value. Precious metals are valued at the New York Composite mean quotation reported by Bloomberg at the valuation time. Exchange-traded options are valued at the mean between the bid and asked prices at valuation time as reported by the Options Price Reporting Authority for U.S. listed options or by the relevant exchange or board of trade for non-U.S. listed options. 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. 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.

Global Macro Absolute Return Advantage Portfolio as of October 31, 2010

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONT’D

As of October 31, 2010, the Portfolio had no uncertain tax positions that would require financial statement recognition, de-recognition, or disclosure. The Portfolio’s initial period of operations from August 31, 2010 to October 31, 2010 remains subject to examination by the Internal Revenue Service.

Global Macro Absolute Return Advantage Portfolio as of October 31, 2010

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONT’D

being or having been an interestholder for all loss or expense arising from such liability. Additionally, in the normal course of business, the Portfolio enters into agreements with service providers that may contain indemnification clauses. The Portfolio’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Portfolio that have not yet occurred.

K Purchased Options — Upon the purchase of a call or put option, the premium paid by the Portfolio is included in the Consolidated 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.

L Cross-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.

M Credit 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

Global Macro Absolute Return Advantage Portfolio as of October 31, 2010

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONT’D

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.

2 Investment Adviser Fee and Other Transactions with Affiliates

The investment adviser fee is earned by Boston Management and Research (BMR), a subsidiary of EVM, as compensation for investment advisory services rendered to the Portfolio and the Subsidiary. Pursuant to the investment advisory agreement between the Portfolio and BMR and the investment advisory agreement between the Subsidiary and BMR, the Portfolio and Subsidiary each pay BMR a fee at an annual rate of 1.00% of its respective average daily net assets up to $500 million, 0.95% from $500 million but less than $1 billion, 0.925% from $1 billion but less than $2.5 billion, 0.90% from $2.5 billion but less than $5 billion, and 0.88% of average daily net assets of $5 billion or more, and is payable monthly. In determining the investment adviser fee for the Portfolio and Subsidiary, the applicable advisory fee rate is based on the average daily net assets of the Portfolio (inclusive of its interest in the Subsidiary). Such fee rate is then assessed separately on the Portfolio’s average daily net assets (exclusive of its interest in the Subsidiary) and the Subsidiary’s average daily net assets to determine the amount of the investment adviser fee. For the period from the start of business on August 31, 2010 to October 31, 2010, the Portfolio’s investment adviser fee was 1.00% (annualized) of the Portfolio’s average daily net assets and amounted to $235,142.

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 period from the start of business on August 31, 2010 to October 31, 2010, no significant amounts have been deferred. Certain officers and Trustees of the Portfolio are officers of the above organizations.

3 Purchases and Sales of Investments

Purchases and sales of investments, other than short-term obligations and including maturities and paydowns, for the period from the start of business on August 31, 2010 to October 31, 2010 were as follows:


Purchases


Investments (non-U.S. Government)	$	14,808,566
U.S. Government and Agency Securities		51,228,350


	$	66,036,916


Sales


Investments (non-U.S. Government)	$	3,602,507
U.S. Government and Agency Securities		—


	$	3,602,507

4 Federal Income Tax Basis of Investments

The cost and unrealized appreciation (depreciation) of investments of the Portfolio at October 31, 2010, as determined on a federal income tax basis, were as follows:


Aggregate cost	$	178,284,107


Gross unrealized appreciation	$	3,173,860
Gross unrealized depreciation		(397,427	)


Net unrealized appreciation	$	2,776,433

The net unrealized depreciation on futures contracts, swap contracts, foreign currency and forward foreign currency exchange contracts at October 31, 2010 on a federal income tax basis was $2,116,147.

5 Financial 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, 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

Global Macro Absolute Return Advantage Portfolio as of October 31, 2010

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONT’D

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, 2010 is as follows:

Forward Foreign Currency Exchange Contracts

Sales

Net Unrealized

Settlement

Appreciation

Date

Deliver

In Exchange For

Counterparty

(Depreciation)

11/4/10

South African Rand
61,700,000

United States Dollar
8,796,692

Bank of America

(8,562

)

11/5/10

New Zealand Dollar
6,566,700

Australian Dollar
5,000,000

Citigroup Global Markets

(108,921

)

11/10/10

Euro
354,000

United States Dollar
494,290

Credit Suisse

1,639

11/10/10

Euro
11,310,000

United States Dollar
15,814,728

Standard Chartered Bank

74,947

11/16/10

Euro
2,838,000

United States Dollar
3,948,410

Bank of America

(869

)

11/24/10

Euro
3,430,000

United States Dollar
4,766,078

Standard Chartered Bank

(6,564

)

9/8/11

Euro
8,707,000

United States Dollar
11,056,497

Citigroup Global Markets

(998,411

)

(1,046,741

)

Purchases

Net Unrealized

Settlement

Appreciation

Date

In Exchange For

Deliver

Counterparty

(Depreciation)

11/1/10

Ukraine Hryvna
3,992,500

United States Dollar
500,000

Barclays Bank PLC

2,201

11/2/10

Ukraine Hryvna
4,389,000

United States Dollar
551,070

Barclays Bank PLC

1,005

11/4/10

Czech Koruna
51,400,000

Euro
2,091,386

Barclays Bank PLC

(6,269

)

11/4/10

Polish Zloty
34,400,000

Euro
8,610,548

Barclays Bank PLC

84,376

11/4/10

Taiwan Dollar
91,600,000

United States Dollar
2,942,310

Citigroup Global Markets

49,156

11/8/10

Czech Koruna
29,316,000

Euro
1,197,843

Bank of America

(10,569

)

11/8/10

Czech Koruna
23,034,000

Euro
942,703

Barclays Bank PLC

(10,449

)

11/12/10

New Turkish Lira
216,316

United States Dollar
151,562

Bank of America

(1,036

)

11/15/10

New Turkish Lira
8,300,000

United States Dollar
5,675,408

Standard Chartered Bank

97,231

11/18/10

Ukraine Hryvna
14,901,936

United States Dollar
1,864,490

Credit Suisse

1,829

11/19/10

Norwegian Krone
25,800,000

Euro
3,174,878

Citigroup Global Markets

(16,486

)

11/19/10

Swedish Krona
6,630,000

Euro
715,714

Citigroup Global Markets

(3,870

)

11/22/10

Indian Rupee
19,700,000

United States Dollar
439,830

Barclays Bank PLC

2,386

11/22/10

Indonesian Rupiah
3,960,000,000

United States Dollar
443,201

Standard Chartered Bank

(702

)

11/22/10

South Korean Won
520,000,000

United States Dollar
461,812

Barclays Bank PLC

(34

)

11/23/10

Czech Koruna
52,350,000

Euro
2,139,265

Credit Suisse

(19,284

)

11/23/10

Ukraine Hryvna
1,600,000

United States Dollar
200,000

Bank of America

113

11/29/10

Indian Rupee
48,400,000

United States Dollar
1,082,774

Barclays Bank PLC

2,635

11/30/10

Chilean Peso
1,154,256,250

United States Dollar
2,326,285

Bank of America

28,343

11/30/10

Chilean Peso
270,000,000

United States Dollar
551,245

Standard Chartered Bank

(458

)

11/30/10

Israeli Shekel
4,800,000

United States Dollar
1,311,260

Bank of America

8,477

12/1/10

Israeli Shekel
2,386,000

United States Dollar
662,990

Bank of America

(6,980

)

12/2/10

Brazilian Real
700,000

United States Dollar
406,457

Bank of America

2,711

12/2/10

Colombian Peso
3,294,000,000

United States Dollar
1,800,000

Standard Chartered Bank

(9,619

)

12/2/10

Czech Koruna
66,500,000

Euro
2,698,653

Barclays Bank PLC

1,688

12/2/10

South Korean Won
5,722,000,000

United States Dollar
5,083,285

Bank of America

(3,836

)

12/2/10

Swedish Krona
35,500,000

Euro
3,807,112

Citigroup Global Markets

13,007

12/3/10

New Turkish Lira
4,125,000

United States Dollar
2,852,303

Bank of America

7,766

12/6/10

Czech Koruna
94,000,000

Euro
3,816,639

Standard Chartered Bank

(338

)

12/6/10

Indian Rupee
225,190,000

United States Dollar
5,029,931

Credit Suisse

15,496

12/6/10

Indian Rupee
51,300,000

United States Dollar
1,138,229

Standard Chartered Bank

11,157

12/6/10

Indonesian Rupiah
52,440,000,000

United States Dollar
5,863,804

Citigroup Global Markets

(9,084

)

12/6/10

South Korean Won
1,005,000,000

United States Dollar
877,959

Bank of America

14,056

12/28/10

Swedish Krona
12,790,000

Euro
1,372,082

Standard Chartered Bank

3,036

1/26/11

Colombian Peso
961,100,000

United States Dollar
527,208

Bank of America

(4,522

)

1/26/11

Colombian Peso
718,855,000

United States Dollar
394,325

Barclays Bank PLC

(3,382

)

1/26/11

Colombian Peso
840,045,000

United States Dollar
460,047

Credit Suisse

(3,195

)

9/2/11

Yuan Renminbi
32,173,000

United States Dollar
4,793,355

Bank of America

167,925

10/12/11

Yuan Renminbi
6,300,000

United States Dollar
962,861

Bank of America

12,517

Global Macro Absolute Return Advantage Portfolio as of October 31, 2010

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONT’D

Forward Foreign Currency Exchange Contracts (continued)

Purchases

Net Unrealized

Settlement

Appreciation

Date

In Exchange For

Deliver

Counterparty

(Depreciation)

1/31/11

Czech Koruna
22,253,000

Euro
903,217

Credit Suisse

341

10/22/12

Yuan Renminbi
3,300,000

United States Dollar
524,642

Citigroup Global Markets

(2,241

)

10/29/12

Yuan Renminbi
1,970,000

United States Dollar
312,203

Citigroup Global Markets

(220

)

414,878

At October 31, 2010, closed forward foreign currency purchases and sales contracts excluded above amounted to a receivable of $861,898 and a payable of $205,306.


Futures Contracts

							Net
							Unrealized
Expiration			Aggregate				Appreciation
Date	Contracts	Position	Cost	Value			(Depreciation)

12/10	5 Japan 10-Year Bond	Short	$(8,897,726)	$	(8,860,942	)	$	(36,784	)
12/10	10 U.S. 10-Year Treasury Note	Short	(1,265,781)		(1,262,812	)		2,969


							$	(33,815	)

Japan 10-Year Bond: Japanese Government Bonds (JGB) having a maturity of 7 years or more but less than 11 years.

Credit Default Swaps — Sell Protection

Current

Notional

Contract

Market

Amount*

Annual

Net

Reference

(000’s

Fixed

Termination

Fixed

Unrealized

Entity

Counterparty

omitted)

Rate**

Date

Rate***

Appreciation

Mexico

Citigroup Global Markets

2,870

1.00%⁽¹⁾

12/20/10

0.46

4,364

South Africa

Bank of America

890

1.00⁽¹⁾

12/20/15

1.18

550

South Africa

Barclays Bank PLC

2,280

1.00⁽¹⁾

12/20/15

1.18

4,687

South Africa

Citigroup Global Markets

4,800

1.00⁽¹⁾

9/20/15

1.15

102,969

South Africa

Credit Suisse

890

1.00⁽¹⁾

12/20/15

1.18

1,842

114,412

Credit Default Swaps — Buy Protection

Notional

Contract

Net

Amount

Annual

Unrealized

Reference

(000’s

Fixed

Termination

Appreciation

Entity

Counterparty

omitted)

Rate**

Date

(Depreciation)

Brazil

Bank of America

1,217

1.00%⁽¹⁾

12/20/20

(18,334

)

Brazil

Bank of America

533

1.00⁽¹⁾

12/20/20

(7,590

)

Brazil

Bank of America

280

1.00⁽¹⁾

12/20/20

(3,538

)

Brazil

Barclays Bank PLC

1,430

1.00⁽¹⁾

12/20/20

(22,803

)

Brazil

Citigroup Global Markets

2,400

1.00⁽¹⁾

9/20/20

(62,654

)

Brazil

Citigroup Global Markets

270

1.00⁽¹⁾

12/20/20

(3,524

)

Brazil

Standard Chartered Bank

2,400

1.00⁽¹⁾

9/20/20

(45,031

)

Brazil

Standard Chartered Bank

280

1.00⁽¹⁾

12/20/20

(3,655

)

Philippines

Bank of America

2,000

1.00⁽¹⁾

12/20/15

1,525

Philippines

Citigroup Global Markets

6,600

1.00⁽¹⁾

9/20/15

(103,211

)

Russia

Bank of America

1,980

1.00⁽¹⁾

12/20/20

(17,704

)

Russia

Barclays Bank PLC

990

1.00⁽¹⁾

12/20/20

(8,073

)

South Africa

Bank of America

890

1.00⁽¹⁾

12/20/20

(3,479

)

South Africa

Barclays Bank PLC

2,280

1.00⁽¹⁾

12/20/20

(8,581

)

South Africa

Citigroup Global Markets

4,800

1.00⁽¹⁾

9/20/20

(148,540

)

South Africa

Credit Suisse

890

1.00⁽¹⁾

12/20/20

(5,676

)

Spain

Bank of America

2,400

1.00⁽¹⁾

9/20/20

(46,006

)

Spain

Barclays Bank PLC

2,421

1.00⁽¹⁾

9/20/20

(13,382

)

Spain

Barclays Bank PLC

3,900

1.00⁽¹⁾

12/20/20

(48,309

)

Spain

Barclays Bank PLC

1,100

1.00⁽¹⁾

12/20/20

(11,489

)

Thailand

Standard Chartered Bank

3,300

1.00⁽¹⁾

9/20/15

(64,065

)

iTraxx Europe
Subordinated
Financials 5-Year Index

Bank of America

EUR
1,000

1.00⁽¹⁾

12/20/15

977

iTraxx Europe
Subordinated
Financials 5-Year Index

Citigroup Global Markets

EUR
400

1.00⁽¹⁾

12/20/15

136

iTraxx Europe
Subordinated
Financials 5-Year Index

Credit Suisse

EUR
1,015

1.00⁽¹⁾

12/20/15

1,566

(641,440

)


*		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, 2010, such maximum potential amount for all open credit default swaps in which the Portfolio is the seller was $11,730,000.

**		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.

EUR - Euro

Global Macro Absolute Return Advantage Portfolio as of October 31, 2010

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONT’D

Cross-Currency Swaps

Notional

Amount

on Fixed

on Floating

Rate

(Currency

Received)

Delivered)

Net

(000’s

Floating

Fixed

Termination

Unrealized

Counterparty

omitted)

Rate

Date

Depreciation

Citigroup
Global Markets

TRY
10,951

7,200

3-Month
USD-LIBOR-BBA

8.23%

9/03/20

(577,281

)

(577,281

)

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.

At October 31, 2010, the Portfolio had sufficient cash and/or securities to cover commitments under these contracts.

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

Credit Risk: The Portfolio enters 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 enters into options on an equity index 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 enters into cross-currency swap contracts. The Portfolio also purchases and sells U.S. Treasury and foreign debt futures contracts to hedge against changes in interest rates.

liability position was $1,892,913. The aggregate fair value of assets pledged as collateral by the Portfolio for such liability was $1,271,588 at October 31, 2010.

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. At October 31, 2010, the maximum amount of loss the Portfolio would incur due to counterparty risk was $2,053,031, representing the fair value of such derivatives in an asset position, with the highest amount from any one counterparty being $661,478. Such maximum amount would be reduced by any unamortized upfront payments received by the Portfolio. 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, 2010, the maximum amount of loss the Portfolio would incur due to counterparty risk would be reduced by approximately $771,000 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, 2010 was as follows:


	Fair Value
						Foreign			Interest
Consolidated Statement of Assets and Liabilities Caption	Credit			Equity		Exchange			Rate

Unaffiliated investments, at value	$	—		$	468,479	$	—		$	—
Net unrealized appreciation		—			—		—			2,969	*
Receivable for open and closed forward foreign currency exchange contracts		—			—		1,465,936			—
Receivable for open swap contracts		118,616			—		—			—


Total Asset Derivatives	$	118,616		$	468,479	$	1,465,936		$	2,969


Net unrealized appreciation	$	—		$	—	$	—		$	(36,784	)*
Payable for open and closed forward foreign currency exchange contracts		—			—		(1,441,207	)		—
Payable for open swap contracts		(645,644	)		—		—			(577,281	)


Total Liability Derivatives	$	(645,644	)	$	—	$	(1,441,207	)	$	(614,065	)

Global Macro Absolute Return Advantage Portfolio as of October 31, 2010

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONT’D


*		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 Consolidated Statement of Assets and Liabilities as Receivable or Payable for variation margin, as applicable.


							Foreign			Interest
Consolidated Statement of Operations Caption	Credit			Equity			Exchange			Rate

Net realized gain (loss) —
Financial futures contracts	$	—		$	—		$	—		$	29,349
Swap contracts		(57,628	)		—			—			4,299
Foreign currency and forward foreign currency exchange contract transactions		—			—			(807,482	)		—


Total	$	(57,628	)	$	—		$	(807,482	)	$	33,648


Change in unrealized appreciation (depreciation) —
Investments	$	—		$	(21,525	)	$	—		$	—
Financial futures contracts		—			—			—			(33,815	)
Swap contracts		(527,028	)		—			—			(577,281	)
Foreign currency and forward foreign currency exchange contracts		—			—			(631,863	)		—


Total	$	(527,028	)	$	(21,525	)	$	(631,863	)	$	(611,096	)

The average notional amounts of futures contracts, forward foreign currency exchange contracts and swap contracts outstanding during the period from the start of business on August 31, 2010 to October 31, 2010, which are indicative of the volume of these derivative types, were approximately $10,874,000, $145,214,000 and $47,311,000, respectively.

The average number of purchased option contracts outstanding during the period from the start of business on August 31, 2010 to October 31, 2010, which is indicative of the volume of this derivative type, was approximately 13,200,000.

6 Line of Credit

7 Risks Associated with Foreign Investments

8 Fair Value Measurements


	•	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)

Global Macro Absolute Return Advantage Portfolio as of October 31, 2010

NOTES TO CONSOLIDATED 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, 2010, the inputs used in valuing the Portfolio’s investments, which are carried at value, were as follows:


	Quoted
	Prices in
	Active			Significant
	Markets for			Other			Significant
	Identical			Observable			Unobservable
	Assets			Inputs			Inputs

Asset Description	(Level 1)			(Level 2)			(Level 3)		Total

Foreign Government Bonds	$	—		$	9,685,959		$	—	$	9,685,959
U.S. Treasury Obligations		—			51,297,398			—		51,297,398
Precious Metals		2,724,801			—			—		2,724,801
Put Options Purchased		—			468,479			—		468,479
Short-Term — Foreign Government Securities		—			70,490,679			—		70,490,679
Short-Term — Other Securities		—			46,393,224			—		46,393,224


Total Investments	$	2,724,801		$	178,335,739		$	—	$	181,060,540


Forward Foreign Currency Exchange Contracts	$	—		$	1,465,936		$	—	$	1,465,936
Swap Contracts		—			118,616			—		118,616
Futures Contracts		2,969			—			—		2,969


Total	$	2,727,770		$	179,920,291		$	—	$	182,648,061



Liability Description


Forward Foreign Currency Exchange Contracts	$	—		$	(1,441,207	)	$	—	$	(1,441,207	)
Swap Contracts		—			(1,222,925	)		—		(1,222,925	)
Futures Contracts		(36,784	)		—			—		(36,784	)


Total	$	(36,784	)	$	(2,664,132	)	$	—	$	(2,700,916	)

Global Macro Absolute Return Advantage Portfolio as of October 31, 2010

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Trustees and Investors of Global Macro Absolute Return Advantage Portfolio (formerly Global Strategies Portfolio):

We have audited the accompanying consolidated statement of assets and liabilities of Global Macro Absolute Return Advantage Portfolio (formerly Global Strategies Portfolio) and subsidiary (the “Portfolio”), including the consolidated portfolio of investments, as of October 31, 2010, and the related consolidated statement of operations, the consolidated statement of changes in net assets, and the consolidated supplementary data for the period from the start of business, August 31, 2010, to October 31, 2010. These consolidated financial statements and consolidated supplementary data are the responsibility of the Portfolio’s management. Our responsibility is to express an opinion on these consolidated financial statements and consolidated supplementary data based on our audit.

We conducted our audit 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 consolidated financial statements and consolidated 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 audit 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, 2010, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements and consolidated supplementary data referred to above present fairly, in all material respects, the financial position of Global Macro Absolute Return Advantage Portfolio and subsidiary as of October 31, 2010, and the results of their operations, the changes in their net assets, and the supplementary data for the period from the start of business, August 31, 2010, to October 31, 2010, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 27, 2010

Eaton Vance Global Macro Absolute Return Advantage Fund

BOARD OF TRUSTEES’ CONTRACT APPROVAL

Overview of the Contract Review Process

The Investment Company Act of 1940, as amended (the “1940 Act”), provides, in substance, that for a fund to enter into an investment advisory agreement with an investment adviser, the fund’s board of trustees, including a majority of the trustees who are not “interested persons” of the fund (“Independent Trustees”), must approve the agreement and its terms at an in-person 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 August 9, 2010, the Board, including a majority of the Independent Trustees, voted to approve the investment advisory and administrative agreement of Eaton Vance Global Macro Absolute Return Advantage Fund (the “Fund”), a series of Eaton Vance Mutual Funds Trust, with Eaton Vance Management (“EVM”) and the investment advisory agreement of Global Macro Absolute Return Advantage Portfolio (the “Portfolio”) with Boston Management and Research (“BMR”). EVM and BMR are sometimes each referred to as an “Adviser” herein; EVM with respect to the Fund and BMR with respect to the Portfolio. EVM and BMR are affiliates. The Board reviewed information furnished with respect to the Fund and the Portfolio for the June 7, 2010 and August 9, 2010 meetings as well as information previously furnished with respect to the approval of other investment advisory agreements for other Eaton Vance Funds. Such information included, among other things, the following:

Information about Fees and Expenses


	•	The advisory and related fees to be paid by the Fund and the Portfolio and the anticipated expense ratio of the Fund;
	•	Comparative information concerning fees charged by the Adviser for managing other mutual funds and institutional accounts using investment strategies and techniques similar to those to be used in managing the Fund and the Portfolio, and concerning fees charged by other advisers for managing funds similar to the Fund and the Portfolio;

Information about Portfolio Management


	•	Descriptions of the investment management services to be provided to the Fund and the Portfolio, including the investment strategies and processes to be employed;
	•	Information concerning the allocation of brokerage and the benefits expected to be received by the Adviser as a result of brokerage allocation for the Fund and the Portfolio, including information concerning the acquisition of research through “soft dollar” benefits received in connection with the Fund’s and the Portfolio’s brokerage, and the implementation of the soft dollar reimbursement program established with respect to the Eaton Vance Funds;
	•	The procedures and processes to be used to determine the fair value of Fund and Portfolio assets and actions to be taken to monitor and test the effectiveness of such procedures and processes;

Information about the Adviser


	•	Reports detailing the financial results and condition of the Adviser;
	•	Descriptions of the qualifications, education and experience of the individual investment professionals whose responsibilities include portfolio management and investment research for the Fund and the Portfolio, 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 the Adviser and its affiliates, together with information relating to compliance with and the administration of such codes;
	•	Copies of or descriptions of the Adviser’s policies and procedures relating to proxy voting, the handling of corporate actions and class actions;
	•	Information concerning the resources devoted to compliance efforts undertaken by the Adviser and its affiliates on behalf of the Eaton Vance 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 the Adviser and its affiliates;
	•	A description of the Adviser’s procedures for overseeing third party advisers and sub-advisers;

Other Relevant Information


	•	Information concerning the nature, cost and character of the administrative and other non-investment management services to be provided by the Adviser and its affiliates;
	•	Information concerning management of the relationship with the custodian, subcustodians and fund accountants by the Adviser or the administrator; and
	•	The terms of the investment advisory and administrative agreement of the Fund and the investment advisory agreement of the Portfolio.

Eaton Vance Global Macro Absolute Return Advantage Fund

BOARD OF TRUSTEES’ CONTRACT APPROVAL CONT’D

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 Board concluded that the terms of the investment advisory and administrative agreement of the Fund with EVM and the investment advisory agreement of the Portfolio with BMR, including their fee structures, are in the interests of shareholders and, therefore, the Board, including a majority of the Independent Trustees, voted to approve the terms of the investment advisory and administrative agreement for the Fund and the investment advisory agreement for the Portfolio.

Nature, Extent and Quality of Services

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

The Board considered the Adviser’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 will provide portfolio management, investment research, and similar services to the Fund and the Portfolio. The Board also took into account the resources dedicated to portfolio management and other services, including the compensation methods to recruit and retain investment personnel, and the time and attention expected to be devoted to the Fund and the Portfolio by senior management.

The Board considered shareholder and other administrative services provided or managed by the Adviser 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.

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, taken as a whole, are appropriate and consistent with the terms of the investment advisory and administrative agreement of the Fund and the investment advisory agreement of the Portfolio.

Fund Performance

Because the Fund has not yet commenced operations, it has no performance record.

Management Fees and Expenses

The Board reviewed contractual investment advisory fee rates to be payable by the Fund and the Portfolio (referred to collectively as “management fees”). As part of its review, the Board considered the Fund’s management fees as compared to a group of similarly managed funds selected by an independent data provider and the Fund’s estimated expense ratio for a one-year period. The Board noted that the Portfolio has established a wholly-owned subsidiary for the primary purpose of investing in commodity-related investments. The subsidiary is managed by BMR pursuant to a separate investment advisory contract that is subject to annual approval by the Board. The subsidiary’s fee rates are the same as those charged to the Portfolio, and the Portfolio will not pay any additional management fees with respect to its assets invested in the subsidiary.

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

Profitability

Eaton Vance Global Macro Absolute Return Advantage Fund

BOARD OF TRUSTEES’ CONTRACT APPROVAL CONT’D

without regard to revenue sharing or other payments expected to be made by the Adviser and its affiliates to third parties in respect of distribution services. The Board also considered other direct or indirect benefits expected to be 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 to be rendered, the profits expected to be realized by the Adviser and its affiliates are reasonable.

Economies of Scale

Eaton Vance Global Macro Absolute Return Advantage Fund

MANAGEMENT AND ORGANIZATION

Fund Management. The Trustees of Eaton Vance Mutual Funds Trust (the Trust) and Global Macro Absolute Return Advantage 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

Principal Occupation(s)

in Fund Complex

Name and

Trust and

Length of

During Past Five Years and

Overseen By

Other Directorships Held

Year of Birth

the Portfolio

Service

Other Relevant Experience

Trustee⁽¹⁾

During the Last Five Years⁽²⁾

Interested Trustee

Thomas E. Faust Jr.
1958

Trustee and
President of
the Trust

Trustee of the Trust since 2007, of the Portfolio since 2010 and President of the Trust since 2002

184

Director of EVC.

Noninterested Trustees

Benjamin C. Esty
1963

Trustee

Of the Trust since 2005 and of the Portfolio since 2010

Roy and Elizabeth Simmons Professor of Business Administration and Finance Unit Head, Harvard University Graduate School of Business Administration.

184

None

Allen R. Freedman
1940

Trustee

Of the Trust since 2007 and of the Portfolio since 2010

184

Director of Assurant, Inc. (insurance provider) and Stonemor Partners, L.P. (owner and operator of cemeteries).

William H. Park
1947

Trustee

Of the Trust since 2003 and of the Portfolio since 2010

184

None

Ronald A. Pearlman
1940

Trustee

Of the Trust since 2003 and of the Portfolio since 2010

184

None

Helen Frame Peters
1948

Trustee

Of the Trust since 2008 and of the Portfolio since 2010

184

Eaton Vance Global Macro Absolute Return Advantage Fund

MANAGEMENT AND ORGANIZATION CONT’D

Position(s)

Term of

Number of Portfolios

with the

Office and

Principal Occupation(s)

in Fund Complex

Name and

Trust and

Length of

During Past Five Years and

Overseen By

Other Directorships Held

Year of Birth

the Portfolio

Service

Other Relevant Experience

Trustee⁽¹⁾

During the Last Five Years⁽²⁾

Noninterested Trustees (continued)

Lynn A. Stout
1957

Trustee

Of the Trust since 1998 and of the Portfolio since 2010

184

None

Ralph F. Verni
1943

Chairman of
the Board
and Trustee

Chairman of the Board since 2007; Trustee of the Trust since 2005 and of the Portfolio since 2010

184

None

Principal Officers who are not Trustees


	Position(s)	Term of
	with the	Office and
Name and	Trust and	Length of	Principal Occupation(s)
Year of Birth	the Portfolio	Service	During Past Five Years


William H. Ahern, Jr. 1959	Vice President of the Trust	Since 1995	Vice President of EVM and BMR. Officer of 80 registered investment companies managed by EVM or BMR.

John R. Baur 1970	Vice President	Of the Trust since 2008 and of the Portfolio since 2010	Vice President of EVM and BMR. Previously, attended Johnson Graduate School of Management, Cornell University (2002-2005), and prior thereto was an Account Team Representative in Singapore for Applied Materials, Inc. Officer of 37 registered investment companies managed by EVM or BMR.

Maria C. Cappellano 1967	Vice President of the Trust	Since 2009	Vice President of EVM and BMR. Officer of 49 registered investment companies managed by EVM or BMR.

Michael A. Cirami 1975	Vice President	Of the Trust since 2008 and of the Portfolio since 2010	Vice President of EVM and BMR. Officer of 37 registered investment companies managed by EVM or BMR.

Cynthia J. Clemson 1963	Vice President of the Trust	Since 2005	Vice President of EVM and BMR. Officer of 96 registered investment companies managed by EVM or BMR.

John H. Croft 1962	Vice President of the Trust	Since 2010	Vice President of EVM and BMR. Officer of 38 registered investment companies managed by EVM or BMR.

Charles B. Gaffney 1972	Vice President of the Trust	Since 2007	Director of Equity Research and a Vice President of EVM and BMR. Officer of 33 registered investment companies managed by EVM or BMR.

Christine M. Johnston 1972	Vice President	Of the Trust since 2007 and of the Portfolio since 2010	Vice President of EVM and BMR. Officer of 40 registered investment companies managed by EVM or BMR.

Aamer Khan 1960	Vice President of the Trust	Since 2005	Vice President of EVM and BMR. Officer of 36 registered investment companies managed by EVM or BMR.

Thomas H. Luster 1962	Vice President of the Trust	Since 2006	Vice President of EVM and BMR. Officer of 55 registered investment companies managed by EVM or BMR.

Eaton Vance Global Macro Absolute Return Advantage Fund

MANAGEMENT AND ORGANIZATION CONT’D


	Position(s)	Term of
	with the	Office and
Name and	Trust and	Length of	Principal Occupation(s)
Year of Birth	the Portfolio	Service	During Past Five Years


Principal Officers who are not Trustees (continued)

Jeffrey A. Rawlins 1961	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 33 registered investment companies managed by EVM or BMR.

Duncan W. Richardson 1957	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 1954	Vice President of the Trust	Since 2003	Vice President of EVM and BMR. Officer of 54 registered investment companies managed by EVM or BMR.

Susan Schiff 1961	Vice President of the Trust	Since 2002	Vice President of EVM and BMR. Officer of 38 registered investment companies managed by EVM or BMR.

Thomas Seto 1962	Vice President of the Trust	Since 2007	Vice President and Director of Portfolio Management of Parametric. Officer of 33 registered investment companies managed by EVM or BMR.

David M. Stein 1951	Vice President of the Trust	Since 2007	Managing Director and Chief Investment Officer of Parametric. Officer of 33 registered investment companies managed by EVM or BMR.

Eric A. Stein 1980	Vice President of the Trust	Of the Trust since 2009 and of the Portfolio since 2010	Vice President of EVM and BMR. Originally joined EVM in July 2002. Prior to re-joining EVM in September 2008, Mr. Stein worked at the Federal Reserve Bank of New York (2007-2008) and attended business school in Chicago, Illinois. Officer of 34 registered investment companies managed by EVM or BMR.

Dan R. Strelow 1959	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 33 registered investment companies managed by EVM or BMR.

Mark S. Venezia 1949	Vice President of the Trust and President of the Portfolio	Vice President of the Trust since 2007 and President of the Portfolio since 2010	Vice President of EVM and BMR. Officer of 40 registered investment companies managed by EVM or BMR.

Adam A. Weigold 1975	Vice President of the Trust	Since 2007	Vice President of EVM and BMR. Officer of 73 registered investment companies managed by EVM or BMR.

Barbara E. Campbell 1957	Treasurer	Of the Trust since 2005 and of the Portfolio since 2010	Vice President of EVM and BMR. Officer of 184 registered investment companies managed by EVM or BMR.

Maureen A. Gemma 1960	Secretary and Chief Legal Officer	Secretary of the Trust since 2007 and of the Portfolio since 2010; and Chief Legal Officer of the Trust since 2008 and of the Portfolio since 2010	Vice President of EVM and BMR. Officer of 184 registered investment companies managed by EVM or BMR.

Paul M. O’Neil 1953	Chief Compliance Officer	Of the Trust since 2004 and of the Portfolio since 2010	Vice President of EVM and BMR. Officer of 184 registered investment companies managed by EVM or BMR.


(1)		Includes both master and feeder funds in a master-feeder structure.

(2)		During their respective tenures, the Trustees also served as trustees of one or more of the following Eaton Vance funds (which operated in the years noted): Eaton Vance Credit Opportunities Fund (launched in 2005 and terminated in 2010); Eaton Vance Insured Florida Plus Municipal Bond Fund (launched in 2002 and terminated in 2009); and Eaton Vance National Municipal Income Fund (launched in 1998 and terminated in 2009).

This Page Intentionally Left Blank

Investment Adviser of Global Macro Absolute Return Advantage Portfolio

Boston Management and Research

Two International Place

Boston, MA 02110

Investment Adviser and Administrator of

Eaton Vance Global Macro Absolute Return 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

BNY Mellon Asset 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 Advantage Fund

Two International Place

Boston, MA 02110


4836-12/10	GMARADVSRC

Annual Report October 31, 2010 EATON VANCE TAX-MANAGED GLOBAL DIVIDEND INCOME FUND

IMPORTANT NOTICES


	•	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.

Eaton Vance Tax-Managed Global Dividend Income Fund as of October 31, 2010

MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE

Economic and Market Conditions

Aamer Khan, CFA
Co-Portfolio Manager

John H. Croft, CFA
Co-Portfolio Manager

Judith A. Saryan, CFA
Co-Portfolio Manager

•		In a year characterized by dramatic starts and stops, global equity markets posted solid gains for the year ending October 31, 2010. Following a positive start to the year, investor concerns — including European sovereign risk contagion, credit tightening in China and the impact of the Gulf of Mexico oil spill — blunted global markets’ progress during the April-June period as many investors reduced their exposure to risk-sensitive assets and returned to the sidelines. European and U.S. markets suffered the worst during this period; Asia-Pacific markets fared somewhat better; and emerging markets, as a whole, outperformed developed markets but still recorded losses.

•		The July-September period brought yet another change of direction, however, as global stocks rebounded on strengthening economic data and attractive valuations. Despite ongoing macro concerns worldwide, many economies began to show signs of growth: U.S. corporate business fundamentals made some positive advancements, the sovereign debt situation in southern Europe showed improvement, and the euro and other currencies strengthened versus the U.S. dollar. By September and October, investors worldwide seemed to have grown more comfortable with risk tolerance, and equities began to establish some traction to the upside.

•		For the 12-month period ending October 31, 2010, the MSCI World Index returned 12.74%. Meanwhile, the MSCI Europe, Australasia, Far East (MSCI EAFE) Index advanced 8.36%, the MSCI All-Country Asia-Pacific Index returned 13.66%, the S&P 500 Index was up 16.52% and the MSCI Emerging Markets Index gained 23.56%.

Management Discussion

•		The Fund posted a double-digit return for the fiscal year ending October 31, 2010. Its Class A shares at net asset value and its Class I shares both outperformed the Fund’s primary benchmark, the MSCI World Index (the Index), but lagged the average return of funds in the Lipper peer group.¹ Returns for the Fund’s Class B and Class C shares came up short of both the Index and peer group.

•		The Fund’s performance versus the Index was helped by its approximate 19% allocation to preferred stocks, which outperformed common stocks during the reporting period. It also benefited from opportune sector allocation and security selection in the common stock portion of the Fund. Its relative performance was held back slightly by its overweighted exposure to energy — one of the weakest-performing sectors in the Index during the period — and its underweight in the more-robust information technology sector. Security selection in both those sectors, as well as in consumer discretionary, also weighed on relative results.

•		Upside performance versus the Index was aided by the Fund’s significant underweight in the financials sector, the weakest area of the Index during the year. Security selection within financials also helped, as it did in the road and rail, and metal and mining industries as well.

•		Among the detractors in the common stock allocation, energy stocks — especially within the oil, gas and consumable fuels industry — were a drag on relative performance,


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

Class A²	12.99	%
Class B²	12.18
Class C²	12.18
Class I²	13.27
MSCI World Index^{1, 3}	12.74
Russell 1000 Value Index¹	15.71
Lipper Equity Income Funds Average¹	16.51

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. The Fund’s primary benchmark was changed to the MSCI World Index to better reflect its investment strategy.

²		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 at net asset value.

³		Source: MSCI. MSCI data may not be reproduced or used for any other purpose. MSCI provides no warranties, has not prepared or approved this report, and has no liability hereunder.

Eaton Vance Tax-Managed Global Dividend Income Fund as of October 31, 2010

MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE

		as many of the stocks in this industry sold off in response to the devastating oil spill in the Gulf of Mexico earlier this year. Some of the Fund’s communications equipment and aerospace and defense holdings also held back performance.

•		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, 2010, the Fund had approximately 19% of net assets in preferred stocks. Within the common stock portion of the portfolio, the Fund maintained overweightings in energy and utilities, sectors that both tend to represent significant numbers of dividend-paying stocks.

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

Geographic Allocation¹
By net assets


¹		As a percentage of the Fund’s net assets as of 10/31/10.

Fund Composition

Top 10 Holdings²
By net assets


Southern Copper Corp.	3.1	%
Nestle SA	3.0
Seadrill, Ltd.	2.8
BHP Billiton, Ltd. ADR	2.6
McDonald’s Corp.	2.5
International Business Machines Corp.	2.3
Philip Morris International, Inc.	2.2
Microsoft Corp.	2.2
Chevron Corp.	2.2
France Telecom SA	2.1


²		Top 10 Holdings represented 25.0% of the Fund’s net assets as of 10/31/10. Excludes cash equivalents.

Equity Sector Weightings³
By net assets


³		As a percentage of the Fund’s net assets as of 10/31/10. Excludes cash equivalents.

Eaton Vance Tax-Managed Global Dividend Income Fund as of October 31, 2010

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 MSCI World Index, an unmanaged index of equity securities in the developed markets, and the Russell 1000 Value Index, an unmanaged index of U.S. large-cap value stocks. 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 MSCI World Index 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 Fund distributions or redemptions of Fund shares.


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		12.99	%		12.18	%		12.18	%		13.27	%
Five Years		2.02			1.26			1.26			N.A.
Life of Fund^†		5.17			4.40			4.40			-5.00

SEC Average Annual Total Returns (including sales charge or applicable CDSC)
One Year		6.52	%		7.18	%		11.18	%		13.27	%
Five Years		0.82			0.95			1.26			N.A.
Life of Fund^†		4.34			4.40			4.40			-5.00	��


^†		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 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 at net asset value.


Total Annual
Operating Expenses²	Class A			Class B			Class C			Class I

Expense Ratio		1.21	%		1.96	%		1.96	%		0.94	%


²		Source: Prospectus dated 3/1/10.


*		Source: MSCI. Class B of the Fund commenced investment operations on 5/30/03.

A $10,000 hypothetical investment at net asset value in Class A 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 $14,542 ($13,705 with maximum sales charge), $13,766 and $8,495, respectively, on 10/31/10. 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.

Eaton Vance Tax-Managed Global Dividend Income Fund as of October 31, 2010

FUND PERFORMANCE

Average Annual Total Returns
(For the periods ended October 31, 2010)

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


	One Year			Five Years			Life of Fund

Return Before Taxes		12.99	%		2.02	%		5.17	%
Return After Taxes on Distributions		11.92			1.07			4.29
Return After Taxes on Distributions and Sale of Fund Shares		9.49			1.69			4.43

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


	One Year			Five Years			Life of Fund

Return Before Taxes		6.52	%		0.82	%		4.34	%
Return After Taxes on Distributions		5.51			-0.13			3.47
Return After Taxes on Distributions and Sale of Fund Shares		5.22			0.66			3.70

Average Annual Total Returns
(For the periods ended October 31, 2010)

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


	One Year			Five Years			Life of Fund

Return Before Taxes		12.18	%		1.26	%		4.40	%
Return After Taxes on Distributions		11.25			0.42			3.64
Return After Taxes on Distributions and Sale of Fund Shares		8.83			1.05			3.77

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


	One Year			Five Years			Life of Fund

Return Before Taxes		11.18	%		1.26	%		4.40	%
Return After Taxes on Distributions		10.25			0.42			3.64
Return After Taxes on Distributions and Sale of Fund Shares		8.18			1.05			3.77

Average Annual Total Returns
(For the periods ended October 31, 2010)

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


	One Year			Five Years			Life of Fund

Return Before Taxes		12.18	%		1.26	%		4.40	%
Return After Taxes on Distributions		11.26			0.42			3.64
Return After Taxes on Distributions and Sale of Fund Shares		8.83			1.05			3.77

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


	One Year			Five Years			Life of Fund

Return Before Taxes		7.18	%		0.95	%		4.40	%
Return After Taxes on Distributions		6.26			0.10			3.64
Return After Taxes on Distributions and Sale of Fund Shares		5.58			0.79			3.77

Average Annual Total Returns
(For the periods ended October 31, 2010)

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


	One Year			Life of Fund

Return Before Taxes		13.27	%		-5.00	%
Return After Taxes on Distributions		12.15			-5.79
Return After Taxes on Distributions and Sale of Fund Shares		9.72			-4.14

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. The Fund’s performance reflects the effects of expense reductions. Absent these reductions, performance for certain periods would have been lower. 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.

Eaton Vance Tax-Managed Global Dividend Income Fund as of October 31, 2010

FUND EXPENSES

Eaton Vance Tax-Managed Global Dividend Income Fund


	Beginning Account Value		Ending Account Value		Expenses Paid During Period*
	(5/1/10)		(10/31/10)		(5/1/10 – 10/31/10)


Actual
Class A		$1,000.00		$1,044.40		$6.18
Class B		$1,000.00		$1,041.70		$10.04
Class C		$1,000.00		$1,040.60		$10.03
Class I		$1,000.00		$1,045.70		$4.85





Hypothetical
(5% return per year before expenses)
Class A		$1,000.00		$1,019.20		$6.11
Class B		$1,000.00		$1,015.40		$9.91
Class C		$1,000.00		$1,015.40		$9.91
Class I		$1,000.00		$1,020.50		$4.79


	*	Expenses are equal to the Fund’s annualized expense ratio of 1.20% for Class A shares, 1.95% for Class B shares, 1.95% 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, 2010.

Eaton Vance Tax-Managed Global Dividend Income Fund as of October 31, 2010

PORTFOLIO OF INVESTMENTS


Common Stocks — 74.7%

Security	Shares		Value



Aerospace & Defense — 2.0%

Lockheed Martin Corp.		160,000	$	11,406,400
United Technologies Corp.		175,000		13,084,750


			$	24,491,150




Beverages — 1.2%

PepsiCo, Inc.		225,000	$	14,692,500


			$	14,692,500




Building Products — 1.1%

Compagnie de Saint-Gobain		300,000	$	14,094,673


			$	14,094,673




Chemicals — 1.0%

Air Products and Chemicals, Inc.		145,000	$	12,320,650


			$	12,320,650




Commercial Banks — 1.2%

U.S. Bancorp		623,421	$	15,074,320


			$	15,074,320




Communications Equipment — 1.5%

Telefonaktiebolaget LM Ericsson, Class B		1,650,000	$	18,146,021


			$	18,146,021




Computers & Peripherals — 2.3%

International Business Machines Corp.		200,000	$	28,720,000


			$	28,720,000




Diversified Financial Services — 0.5%

Deutsche Boerse AG		90,000	$	6,331,353


			$	6,331,353




Diversified Telecommunication Services — 2.9%

France Telecom SA		1,100,000	$	26,392,431
Tele2 AB		400,000		8,790,840


			$	35,183,271



Electric Utilities — 1.5%

Enel SpA		3,250,000	$	18,564,318


			$	18,564,318




Electrical Equipment — 0.9%

ABB, Ltd.⁽¹⁾		565,000	$	11,703,243


			$	11,703,243




Energy Equipment & Services — 4.2%

Schlumberger, Ltd.		250,000	$	17,472,500
Seadrill, Ltd.		1,150,000		34,909,306


			$	52,381,806




Food & Staples Retailing — 1.3%

Wal-Mart Stores, Inc.		298,769	$	16,184,317


			$	16,184,317




Food Products — 3.0%

Nestle SA		668,000	$	36,589,340


			$	36,589,340




Health Care Providers & Services — 2.1%

Fresenius Medical Care AG & Co. KGaA		401,000	$	25,520,843


			$	25,520,843




Hotels, Restaurants & Leisure — 3.6%

Carnival Corp.		320,000	$	13,814,400
McDonald’s Corp.		400,000		31,108,000


			$	44,922,400




Household Durables — 1.1%

Whirlpool Corp.		175,000	$	13,270,250


			$	13,270,250




Household Products — 2.0%

Clorox Co. (The)		180,000	$	11,979,000
Henkel AG & Co. KGaA, PFC Shares		205,000		12,091,820


			$	24,070,820

See notes to financial statements

Eaton Vance Tax-Managed Global Dividend Income Fund as of October 31, 2010

PORTFOLIO OF INVESTMENTS CONT’D


Security	Shares		Value



Insurance — 3.5%

Assured Guaranty, Ltd.		300,000	$	5,715,000
MetLife, Inc.		575,000		23,189,750
Prudential Financial, Inc.		275,000		14,459,500


			$	43,364,250




IT Services — 2.0%

Accenture PLC, Class A		555,000	$	24,814,050


			$	24,814,050




Metals & Mining — 5.6%

BHP Billiton, Ltd. ADR		386,931	$	31,956,631
Southern Copper Corp.		880,000		37,664,000


			$	69,620,631




Multi-Utilities — 2.3%

CMS Energy Corp.		875,000	$	16,082,500
National Grid PLC		1,250,000		11,820,563


			$	27,903,063




Oil, Gas & Consumable Fuels — 6.3%

Chevron Corp.		327,000	$	27,013,470
Exxon Mobil Corp.		250,000		16,617,500
Marathon Oil Corp.		400,000		14,228,000
Total SA		370,000		20,140,547


			$	77,999,517




Pharmaceuticals — 6.0%

Abbott Laboratories		335,000	$	17,192,200
Johnson & Johnson		100,000		6,367,000
Merck & Co., Inc.		712,440		25,847,323
Novartis AG		210,000		12,167,966
Pfizer, Inc.		685,000		11,919,000


			$	73,493,489




Road & Rail — 4.1%

Canadian National Railway Co.		370,000	$	23,968,600
Norfolk Southern Corp.		110,000		6,763,900
Union Pacific Corp.		230,000		20,166,400


			$	50,898,900



Software — 4.0%

Microsoft Corp.		1,025,000	$	27,306,000
Oracle Corp.		750,000		22,050,000


			$	49,356,000




Specialty Retail — 3.5%

Best Buy Co., Inc.		420,000	$	18,051,600
TJX Companies, Inc. (The)		535,000		24,551,150


			$	42,602,750




Tobacco — 2.2%

Philip Morris International, Inc.		467,000	$	27,319,500


			$	27,319,500




Wireless Telecommunication Services — 1.8%

Vodafone Group PLC ADR		811,000	$	22,310,610


			$	22,310,610



Total Common Stocks
(identified cost $713,866,614)			$	921,944,035




Preferred Stocks — 19.2%

Security	Shares		Value



Commercial Banks — 12.8%

Abbey National Capital Trust I, 8.963%⁽²⁾		1,750	$	1,962,398
Bank of America Corp., 6.25%		92,900		2,081,889
Bank of America Corp., 6.70%		387,350		8,754,110
Barclays Bank PLC, 7.434%⁽²⁾⁽³⁾		5,500		5,790,548
BBVA International SA Unipersonal, 5.919%⁽²⁾		6,250		5,542,512
BNP Paribas, 7.195%⁽²⁾⁽³⁾		9,920		10,341,263
CoBank, ACB, 11.00%⁽³⁾		150,000		8,240,625
Credit Agricole SA/London, 6.637%⁽²⁾⁽³⁾		3,205		3,149,214
DB Contingent Capital Trust II, 6.55%		178,923		4,396,138
Farm Credit Bank of Texas, Series I, 10.00%		8,400		9,045,750
HSBC Capital Funding LP, 10.176%⁽²⁾⁽³⁾		3,250		4,416,490
HSBC Holdings PLC, Series D, 8.00%		272,000		7,520,800
JPMorgan Chase & Co., 7.90%⁽²⁾		16,000		17,745,808
KeyCorp Capital X, 8.00%		75,000		1,917,000
KeyCorp, Series A, 7.75%		51,500		5,520,800
Landsbanki Islands HF, 7.431%^{(1)(2)(3)(4)(5)}		14,750		0
Lloyds Banking Group PLC, 6.657%^(1)(2)(3)		11,350		8,682,750
Preferred Pass-Through Trust, 2006-A GS, Class A, 5.925%⁽²⁾⁽³⁾		70		14,184,562
Rabobank Nederland, 11.00%⁽²⁾⁽³⁾		1,075		1,478,904

See notes to financial statements

Eaton Vance Tax-Managed Global Dividend Income Fund as of October 31, 2010

PORTFOLIO OF INVESTMENTS CONT’D


Security	Shares		Value


Commercial Banks (continued)


Royal Bank of Scotland Group PLC, 7.648%⁽²⁾		3,020	$	2,963,535
Royal Bank of Scotland Group PLC, Series F, 7.65%		150,660		3,567,629
Royal Bank of Scotland Group PLC, Series H, 7.25%		120,000		2,812,800
Royal Bank of Scotland Group PLC, Series L, 5.75%		233,790		4,453,699
Santander Finance SA Unipersonal, 10.50%		136,692		3,951,766
Standard Chartered PLC, 6.409%⁽²⁾⁽³⁾		103		10,285,807
Wells Fargo & Co., 7.98%⁽²⁾		3,400		3,620,728
Wells Fargo & Co., Class A, 7.50%		5,350		5,350,000


			$	157,777,525




Diversified Financial Services — 0.3%

Heller Financial, Inc., Series D, 6.95%		34,000	$	3,367,064


			$	3,367,064




Electric Utilities — 0.6%

Entergy Arkansas, Inc., 6.45%		51,500	$	1,258,531
Entergy Louisiana, LLC, 6.95%		50,600		4,933,500
Southern California Edison Co., 6.00%		15,000		1,419,375


			$	7,611,406




Food Products — 0.1%

Ocean Spray Cranberries, Inc., 6.25%⁽³⁾		13,250	$	1,084,430


			$	1,084,430




Insurance — 3.6%

Aegon NV, 6.375%		64,485	$	1,477,351
Arch Capital Group, Ltd., Series A, 8.00%		185,500		4,722,830
AXA SA, 6.379%⁽²⁾⁽³⁾		2,550		2,483,389
AXA SA, 6.463%⁽²⁾⁽³⁾		9,090		8,809,955
Endurance Specialty Holdings, Ltd., Series A, 7.75%		181,550		4,649,496
ING Capital Funding Trust III, 8.439%⁽²⁾		11,750		11,669,277
PartnerRe, Ltd., 6.75%		139,700		3,510,661
RAM Holdings, Ltd., Series A, 7.50%⁽²⁾		5,000		2,000,313
RenaissanceRe Holdings, Ltd., Series C, 6.08%		82,000		1,962,260
RenaissanceRe Holdings, Ltd., Series D, 6.60%		124,650		3,115,004


			$	44,400,536




Oil, Gas & Consumable Fuels — 0.6%

Kinder Morgan GP, Inc., 8.33%⁽²⁾⁽³⁾		7,000	$	7,357,000


			$	7,357,000



Real Estate Investment Trusts (REITs) — 1.2%

CapLease, Inc., Series A, 8.125%		225,000	$	5,663,250
Developers Diversified Realty Corp., Series I, 7.50%		187,500		4,565,625
Duke Realty Corp., 6.95%		120,000		3,007,200
ProLogis Trust, 6.75%		29,300		706,130
Regency Centers Corp., Series C, 7.45%		41,750		1,053,770


			$	14,995,975



Total Preferred Stocks
(identified cost $244,470,968)			$	236,593,936


Corporate Bonds & Notes — 5.6%

	Principal
	Amount
Security	(000’s omitted)		Value



Commercial Banks — 1.4%

Banco Industriale Comercial SA, 8.50%, 4/27/20⁽³⁾	$	1,200	$	1,299,000
Citigroup Capital XXI, 8.30% to 12/21/37, 12/21/57, 12/21/77⁽⁶⁾⁽⁷⁾		5,160		5,424,450
Fifth Third Capital Trust IV, 6.50% to 4/15/17, 4/15/37, 4/15/67⁽⁶⁾⁽⁷⁾		6,500		6,240,000
SunTrust Capital VIII, 6.10% to 12/15/36, 12/1/66⁽⁶⁾		4,550		4,267,613


			$	17,231,063




Diversified Financial Services — 0.3%

GE Capital Trust I, 6.375% to 11/15/17, 11/15/67⁽⁶⁾	$	3,500	$	3,482,500


			$	3,482,500




Electric Utilities — 1.1%

PPL Capital Funding, Inc., Series A, 6.70% to 3/30/17, 3/30/67⁽⁶⁾	$	10,200	$	9,804,485
Wisconsin Energy Corp., 6.25% to 5/15/17, 5/15/67⁽⁶⁾		3,200		3,140,141


			$	12,944,626




Insurance — 1.5%

MetLife, Inc., 10.75% to 8/1/34, 8/1/39, 8/1/69⁽⁶⁾⁽⁷⁾	$	3,865	$	5,231,247
QBE Capital Funding II LP, 6.797% to 6/1/17, 6/29/49⁽³⁾⁽⁶⁾		2,290		2,058,641

See notes to financial statements

Eaton Vance Tax-Managed Global Dividend Income Fund as of October 31, 2010

PORTFOLIO OF INVESTMENTS CONT’D


	Principal
	Amount
Security	(000’s omitted)		Value


Insurance (continued)


XL Capital, Ltd., 6.50% to 4/15/17, 12/29/49⁽⁶⁾	$	12,285	$	11,117,925


			$	18,407,813




Pipelines — 0.2%

Enterprise Products Operating, LLC, 7.00% to 6/1/17, 6/1/67⁽⁶⁾	$	1,680	$	1,635,169
Enterprise Products Operating, LLC, 7.034% to 1/15/18, 1/15/68⁽⁶⁾		1,295		1,338,967


			$	2,974,136




Retail-Drug Stores — 1.1%

CVS Caremark Corp., 6.302% to 6/1/12, 6/1/37, 6/1/62⁽⁶⁾⁽⁷⁾	$	15,000	$	13,917,525


			$	13,917,525



Total Corporate Bonds & Notes
(identified cost $62,157,986)			$	68,957,663




Short-Term Investments — 1.1%

	Interest
Description	(000’s Omitted)		Value


Eaton Vance Cash Reserves Fund, LLC, 0.22%⁽⁸⁾⁽⁹⁾	$	14,398	$	14,398,184



Total Short-Term Investments
(identified cost $14,398,184)			$	14,398,184



Total Investments — 100.6%
(identified cost $1,034,893,752)			$	1,241,893,818



Other Assets, Less Liabilities — (0.6)%			$	(7,756,022	)



Net Assets — 100.0%			$	1,234,137,796

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

ADR - American Depositary Receipt

PFC Shares - Preference Shares


(1)		Non-income producing security.

(2)		Variable rate security. The stated interest rate represents the rate in effect at October 31, 2010.


(3)		Security exempt from registration pursuant to Rule 144A under the Securities Act of 1933. These securities may be sold in certain transactions (normally to qualified institutional buyers) and remain exempt from registration. At October 31, 2010, the aggregate value of these securities is $89,662,578 or 7.3% of the Fund’s net assets.

(4)		Defaulted security.

(5)		Security valued at fair value using methods determined in good faith by or at the direction of the Trustees.

(6)		Security converts to floating rate after the indicated fixed-rate coupon period.

(7)		The maturity dates shown are the scheduled maturity date and final maturity date, respectively. The scheduled maturity date is earlier than the final maturity date due to the possibility of earlier repayment.

(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, 2010.

(9)		Net income allocated from the investment in Eaton Vance Cash Reserves Fund, LLC and Cash Management Portfolio, an affiliated investment company, for the year ended October 31, 2010 was $22,028 and $0, respectively.


Country Concentration of Portfolio

	Percentage
Country	of Net Assets			Value


United States		73.7	%	$	908,931,467
France	��	4.9			60,627,651
Switzerland		4.9			60,460,549
Germany		3.6			43,944,016
Bermuda		3.3			40,624,306
United Kingdom		2.4			30,175,491
Sweden		2.2			26,936,861
Ireland		2.0			24,814,050
Italy		1.5			18,564,318
Cayman Islands		0.9			11,117,925
Brazil		0.1			1,299,000
Iceland		0.0			0


Long-Term Investments		99.5	%	$	1,227,495,634


Short-Term Investments				$	14,398,184


Total Investments				$	1,241,893,818

See notes to financial statements

Eaton Vance Tax-Managed Global Dividend Income Fund as of October 31, 2010

FINANCIAL STATEMENTS

Statement of Assets and Liabilities


As of October 31, 2010

Assets

Unaffiliated investments, at value (identified cost, $1,020,495,568)	$	1,227,495,634
Affiliated investment, at value (identified cost, $14,398,184)		14,398,184
Dividends and interest receivable		2,312,850
Interest receivable from affiliated investment		1,506
Receivable for investments sold		1,559,764
Receivable for Fund shares sold		3,324,504
Tax reclaims receivable		3,231,512


Total assets	$	1,252,323,954



Liabilities

Payable for investments purchased	$	13,057,496
Payable for Fund shares redeemed		3,293,689
Payable to affiliates:
Investment adviser fee		652,975
Distribution and service fees		580,976
Administration fee		155,281
Trustees’ fees		3,365
Accrued expenses		442,376


Total liabilities	$	18,186,158


Net Assets	$	1,234,137,796



Sources of Net Assets

Paid-in capital	$	1,694,428,609
Accumulated net realized loss		(667,405,269	)
Accumulated distributions in excess of net investment income		(83,661	)
Net unrealized appreciation		207,198,117


Total	$	1,234,137,796



Class A Shares

Net Assets	$	648,655,516
Shares Outstanding		67,160,763
Net Asset Value and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	9.66
Maximum Offering Price Per Share
(100 ¸ 94.25 of net asset value per share)	$	10.25



Class B Shares

Net Assets	$	85,353,765
Shares Outstanding		8,857,512
Net Asset Value and Offering Price Per Share*
(net assets ¸ shares of beneficial interest outstanding)	$	9.64



Class C Shares

Net Assets	$	442,968,633
Shares Outstanding		45,959,324
Net Asset Value and Offering Price Per Share*
(net assets ¸ shares of beneficial interest outstanding)	$	9.64



Class I Shares

Net Assets	$	57,159,882
Shares Outstanding		5,914,796
Net Asset Value, Offering Price and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	9.66

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, 2010

Investment Income

Dividends (net of foreign taxes, $5,215,665)	$	77,043,189
Interest and other income		3,208,074
Interest allocated from affiliated investments		32,549
Expenses allocated from affiliated investments		(10,521	)


Total investment income	$	80,273,291





Expenses

Investment adviser fee	$	7,735,119
Administration fee		1,845,813
Distribution and service fees
Class A		1,642,607
Class B		874,243
Class C		4,470,625
Trustees’ fees and expenses		40,922
Custodian fee		488,875
Transfer and dividend disbursing agent fees		1,068,307
Legal and accounting services		77,257
Printing and postage		132,315
Registration fees		75,360
Miscellaneous		62,562


Total expenses	$	18,514,005


Deduct —
Reduction of custodian fee	$	103


Total expense reductions	$	103



Net expenses	$	18,513,902



Net investment income	$	61,759,389





Realized and Unrealized Gain (Loss)

Net realized gain (loss) —
Investment transactions	$	(26,433,741	)
Investment transactions allocated from affiliated investments		(12,064	)
Foreign currency and forward foreign currency exchange contract transactions		2,814,228


Net realized loss	$	(23,631,577	)


Change in unrealized appreciation (depreciation) —
Investments	$	105,279,972
Foreign currency		46,635


Net change in unrealized appreciation (depreciation)	$	105,326,607



Net realized and unrealized gain	$	81,695,030



Net increase in net assets from operations	$	143,454,419

See notes to financial statements

Eaton Vance Tax-Managed Global Dividend Income Fund as of October 31, 2010

FINANCIAL STATEMENTS CONT’D

Statements of Changes in Net Assets


Increase (Decrease)	Year Ended			Year Ended
in Net Assets	October 31, 2010			October 31, 2009

From operations —
Net investment income	$	61,759,389		$	68,384,308
Net realized loss from investment, foreign currency and forward foreign currency exchange contract transactions		(23,631,577	)		(252,836,002	)
Net change in unrealized appreciation (depreciation) from investments and foreign currency		105,326,607			291,449,882


Net increase in net assets from operations	$	143,454,419		$	106,998,188


Distributions to shareholders —
From net investment income
Class A	$	(37,409,049	)	$	(46,780,231	)
Class B		(4,340,401	)		(5,783,393	)
Class C		(22,168,726	)		(27,937,044	)
Class I		(2,370,635	)		(294,140	)


Total distributions to shareholders	$	(66,288,811	)	$	(80,794,808	)


Transactions in shares of beneficial interest —
Proceeds from sale of shares
Class A	$	125,910,027		$	198,868,435
Class B		8,313,402			11,922,386
Class C		58,229,707			91,736,031
Class I		57,662,846			20,005,688
Net asset value of shares issued to shareholders in payment of distributions declared
Class A		27,009,095			31,702,195
Class B		2,803,381			3,644,144
Class C		12,802,502			15,726,285
Class I		1,420,801			189,276
Cost of shares redeemed
Class A		(219,303,807	)		(256,529,212	)
Class B		(17,500,748	)		(20,640,613	)
Class C		(107,522,063	)		(122,515,325	)
Class I		(24,206,977	)		(1,416,174	)
Net asset value of shares exchanged
Class A		3,023,116			4,351,537
Class B		(3,023,116	)		(4,351,537	)


Net decrease in net assets from Fund share transactions	$	(74,381,834	)	$	(27,306,884	)



Net increase (decrease) in net assets	$	2,783,774		$	(1,103,504	)





	Year Ended			Year Ended
Net Assets	October 31, 2010			October 31, 2009

At beginning of year	$	1,231,354,022		$	1,232,457,526


At end of year	$	1,234,137,796		$	1,231,354,022





Accumulated undistributed (distributions in excess of) net investment income included in net assets

At end of year	$	(83,661	)	$	4,350,806

See notes to financial statements

Eaton Vance Tax-Managed Global Dividend Income Fund as of October 31, 2010

FINANCIAL STATEMENTS CONT’D

Financial Highlights


	Class A

	Year Ended October 31,
													Period Ended			Year Ended
	2010			2009			2008			2007			October 31, 2006⁽¹⁾			April 30, 2006

Net asset value — Beginning of period	$	9.050		$	8.830		$	14.520		$	13.400		$	12.990		$	11.820





Income (Loss) From Operations

Net investment income⁽²⁾	$	0.494		$	0.523		$	0.862		$	0.810		$	0.239		$	0.922
Net realized and unrealized gain (loss)		0.644			0.311			(5.751	)		1.080			0.534			0.889


Total income (loss) from operations	$	1.138		$	0.834		$	(4.889	)	$	1.890		$	0.773		$	1.811





Less Distributions

From net investment income	$	(0.528	)	$	(0.614	)	$	(0.801	)	$	(0.770	)	$	(0.363	)	$	(0.641	)


Total distributions	$	(0.528	)	$	(0.614	)	$	(0.801	)	$	(0.770	)	$	(0.363	)	$	(0.641	)



Net asset value — End of period	$	9.660		$	9.050		$	8.830		$	14.520		$	13.400		$	12.990



Total Return⁽³⁾		12.99	%		10.49	%		(35.08	)%		14.47	%		6.14	%⁽⁴⁾		15.78	%





Ratios/Supplemental Data

Net assets, end of period (000’s omitted)	$	648,656		$	670,392		$	673,782		$	1,141,383		$	659,950		$	452,785
Ratios (as a percentage of average daily net assets):
Expenses⁽⁵⁾		1.19	%		1.21	%		1.15	%		1.14	%		1.19	%⁽⁶⁾		1.21	%⁽⁷⁾
Net investment income		5.34	%		6.38	%		7.00	%		5.72	%		3.69	%⁽⁶⁾		7.49	%
Portfolio Turnover		127	%		101	%		181	%		139	%		46	%⁽⁴⁾		247	%


(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)		Annualized.

(7)		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 April 30, 2006). Absent this waiver and/or subsidy, total return would have been lower.

See notes to financial statements

Eaton Vance Tax-Managed Global Dividend Income Fund as of October 31, 2010

FINANCIAL STATEMENTS CONT’D

Financial Highlights


	Class B

	Year Ended October 31,
													Period Ended			Year Ended
	2010			2009			2008			2007			October 31, 2006⁽¹⁾			April 30, 2006

Net asset value — Beginning of period	$	9.030		$	8.820		$	14.490		$	13.370		$	12.960		$	11.790





Income (Loss) From Operations

Net investment income⁽²⁾	$	0.424		$	0.463		$	0.772		$	0.716		$	0.200		$	0.801
Net realized and unrealized gain (loss)		0.645			0.300			(5.736	)		1.064			0.526			0.919


Total income (loss) from operations	$	1.069		$	0.763		$	(4.964	)	$	1.780		$	0.726		$	1.720





Less Distributions

From net investment income	$	(0.459	)	$	(0.553	)	$	(0.706	)	$	(0.660	)	$	(0.316	)	$	(0.550	)


Total distributions	$	(0.459	)	$	(0.553	)	$	(0.706	)	$	(0.660	)	$	(0.316	)	$	(0.550	)



Net asset value — End of period	$	9.640		$	9.030		$	8.820		$	14.490		$	13.370		$	12.960



Total Return⁽³⁾		12.18	%		9.57	%		(35.51	)%		13.62	%		5.76	%⁽⁴⁾		14.97	%





Ratios/Supplemental Data

Net assets, end of period (000’s omitted)	$	85,354		$	89,245		$	97,996		$	181,741		$	143,731		$	120,272
Ratios (as a percentage of average daily net assets):
Expenses⁽⁵⁾		1.94	%		1.96	%		1.90	%		1.89	%		1.94	%⁽⁶⁾		1.96	%⁽⁷⁾
Net investment income		4.59	%		5.67	%		6.26	%		5.08	%		3.11	%⁽⁶⁾		6.53	%
Portfolio Turnover		127	%		101	%		181	%		139	%		46	%⁽⁴⁾		247	%


(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)		Annualized.

(7)		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 April 30, 2006). Absent this waiver and/or subsidy, total return would have been lower.

See notes to financial statements

Eaton Vance Tax-Managed Global Dividend Income Fund as of October 31, 2010

FINANCIAL STATEMENTS CONT’D

Financial Highlights


	Class C

	Year Ended October 31,
													Period Ended			Year Ended
	2010			2009			2008			2007			October 31, 2006⁽¹⁾			April 30, 2006

Net asset value — Beginning of period	$	9.030		$	8.820		$	14.500		$	13.370		$	12.960		$	11.800





Income (Loss) From Operations

Net investment income⁽²⁾	$	0.423		$	0.460		$	0.769		$	0.704		$	0.192		$	0.817
Net realized and unrealized gain (loss)		0.646			0.303			(5.742	)		1.086			0.534			0.893


Total income (loss) from operations	$	1.069		$	0.763		$	(4.973	)	$	1.790		$	0.726		$	1.710





Less Distributions

From net investment income	$	(0.459	)	$	(0.553	)	$	(0.707	)	$	(0.660	)	$	(0.316	)	$	(0.550	)


Total distributions	$	(0.459	)	$	(0.553	)	$	(0.707	)	$	(0.660	)	$	(0.316	)	$	(0.550	)



Net asset value — End of period	$	9.640		$	9.030		$	8.820		$	14.500		$	13.370		$	12.960



Total Return⁽³⁾		12.18	%		9.57	%		(35.51	)%		13.63	%		5.76	%⁽⁴⁾		14.87	%





Ratios/Supplemental Data

Net assets, end of period (000’s omitted)	$	442,969		$	451,078		$	458,907		$	779,330		$	490,056		$	350,758
Ratios (as a percentage of average daily net assets):
Expenses⁽⁵⁾		1.94	%		1.96	%		1.90	%		1.89	%		1.94	%⁽⁶⁾		1.96	%⁽⁷⁾
Net investment income		4.58	%		5.63	%		6.25	%		4.98	%		2.98	%⁽⁶⁾		6.65	%
Portfolio Turnover		127	%		101	%		181	%		139	%		46	%⁽⁴⁾		247	%


(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)		Annualized.

(7)		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 April 30, 2006). Absent this waiver and/or subsidy, total return would have been lower.

See notes to financial statements

Eaton Vance Tax-Managed Global Dividend Income Fund as of October 31, 2010

FINANCIAL STATEMENTS CONT’D

Financial Highlights


	Class I

	Year Ended October 31,
										Period Ended
	2010			2009			2008			October 31, 2007⁽¹⁾

Net asset value — Beginning of period	$	9.050		$	8.840		$	14.530		$	14.100





Income (Loss) From Operations

Net investment income⁽²⁾	$	0.518		$	0.479		$	0.681		$	0.054
Net realized and unrealized gain (loss)		0.643			0.365			(5.538	)		0.514


Total income (loss) from operations	$	1.161		$	0.844		$	(4.857	)	$	0.568





Less Distributions

From net investment income	$	(0.551	)	$	(0.634	)	$	(0.833	)	$	(0.138	)


Total distributions	$	(0.551	)	$	(0.634	)	$	(0.833	)	$	(0.138	)



Net asset value — End of period	$	9.660		$	9.050		$	8.840		$	14.530



Total Return⁽³⁾		13.27	%		10.63	%		(34.84	)%		4.04	%⁽⁴⁾





Ratios/Supplemental Data

Net assets, end of period (000’s omitted)	$	57,160		$	20,639		$	1,773		$	453
Ratios (as a percentage of average daily net assets):
Expenses⁽⁵⁾		0.94	%		0.94	%		0.90	%		0.89	%⁽⁶⁾
Net investment income		5.63	%		5.71	%		5.95	%		2.06	%⁽⁶⁾
Portfolio Turnover		127	%		101	%		181	%		139	%⁽⁴⁾


(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)		Not annualized.

(5)		Excludes the effect of custody fee credits, if any, of less than 0.005%.

(6)		Annualized.

See notes to financial statements

Eaton Vance Tax-Managed Global Dividend Income Fund as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS

1 Significant Accounting Policies

Eaton Vance Tax-Managed Global Dividend Income Fund (formerly, 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.

than sixty days) are generally valued on the basis of valuations provided by third party pricing services, as derived from such services’ pricing models. Inputs to the models may include, but are not limited to, reported trades, executable bid and asked prices, broker/dealer quotations, prices or yields of securities with similar characteristics, benchmark curves or information pertaining to the issuer, as well as industry and economic events. The pricing services may use a matrix approach, which considers information regarding securities with similar characteristics to determine the valuation for a security. Short-term debt securities purchased 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. 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 Fund’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. 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

Eaton Vance Tax-Managed Global Dividend Income Fund as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS CONT’D

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 Eaton Vance Cash Reserves Fund, LLC (Cash Reserves Fund), an affiliated investment company managed by Eaton Vance Management (EVM). Cash Reserves Fund generally values its investment securities utilizing the amortized cost valuation technique in accordance with Rule 2a-7 under 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 Reserves Fund may value its investment securities in the same manner as debt obligations described above.

C Income — Dividend income is recorded on the ex-dividend date for dividends received in cash and/or securities. However, if the ex-dividend date has passed, certain dividends from foreign securities are recorded as the 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.

At October 31, 2010, the Fund, for federal income tax purposes, had a capital loss carryforward of $651,942,179 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), October 31, 2017 ($258,617,823) and October 31, 2018 ($23,515,581).

F Expense 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.

G Foreign 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.

I Forward Foreign Currency Exchange Contracts — The Fund 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.

Eaton Vance Tax-Managed Global Dividend Income Fund as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS CONT’D

The Fund 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.

J Indemnifications — 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. Under Massachusetts law, if certain conditions prevail, shareholders of a Massachusetts business trust (such as the Trust) could be deemed to have personal liability for the obligations of the Trust. However, the Trust’s Declaration of Trust contains an express disclaimer of liability on the part of Fund shareholders and the By-laws provide that the Trust shall assume the defense on behalf of any Fund shareholders. Moreover, the By-laws also provide for indemnification out of Fund property of any shareholder held personally liable solely by reason of being or having been a shareholder for all loss or expense arising from such liability. 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.

2 Distributions 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, 2010 and October 31, 2009 was as follows:


	Year Ended October 31,
	2010		2009


Distributions declared from:
Ordinary income	$	66,288,811	$	80,794,808

During the year ended October 31, 2010, accumulated net realized loss was increased by $94,955 and accumulated distributions in excess of net investment income was decreased by $94,955 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, 2010, the components of distributable earnings (accumulated losses) and unrealized appreciation (depreciation) on a tax basis were as follows:


Undistributed ordinary income	$	545,469
Capital loss carryforward	$	(651,942,179	)
Net unrealized appreciation	$	191,105,897

3 Investment 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 on daily net assets of $2.5 billion or more and is payable monthly. Prior to its liquidation in February 2010, the portion of the adviser fee payable by Cash Management Portfolio, an affiliated investment company, on the Fund’s investment of cash therein was credited against the Fund’s investment adviser fee. The Fund currently invests its cash in Cash Reserves Fund. EVM does not currently receive a fee for advisory services provided to Cash Reserves Fund. For the year ended October 31, 2010, the Fund’s investment adviser fee totaled $7,743,039 of which $7,920 was allocated from Cash Management Portfolio and $7,735,119 was paid or accrued directly by the Fund. For the year ended October 31, 2010, the Fund’s investment adviser fee, including the portion allocated from Cash Management Portfolio, was 0.63% of the Fund’s average daily net

Eaton Vance Tax-Managed Global Dividend Income Fund as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS CONT’D

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, 2010, the administration fee amounted to $1,845,813. 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, 2010, EVM earned $48,494 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 $169,099 as its portion of the sales charge on sales of Class A shares for the year ended October 31, 2010. 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 percentage of their annual fees in accordance with the terms of the Trustees Deferred Compensation Plan. For the year ended October 31, 2010, no significant amounts have been deferred. Certain officers and Trustees of the Fund are officers of EVM.

4 Distribution Plans

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, 2010, the Fund paid or accrued to EVD $655,682 and $3,352,969 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, 2010, the amounts of Uncovered Distribution Charges of EVD calculated under the Class B and Class C Plans were approximately $5,501,000 and $47,667,000, 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, 2010 amounted to $218,561 and $1,117,656 for Class B and Class C shares, respectively.

5 Contingent 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, 2010, the Fund was informed that EVD received approximately $2,000, $170,000 and $30,000 of CDSCs paid by Class A, Class B and Class C shareholders, respectively.

Eaton Vance Tax-Managed Global Dividend Income Fund as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS CONT’D

6 Purchases and Sales of Investments

Purchases and sales of investments, other than short-term obligations, aggregated $1,523,279,611 and $1,599,211,770, respectively, for the year ended October 31, 2010.

7 Shares of Beneficial Interest


	Year Ended October 31,
Class A	2010			2009

Sales		13,462,214			24,861,105
Issued to shareholders electing to receive payments of distributions in Fund shares		2,915,093			3,891,387
Redemptions		(23,644,245	)		(31,476,909	)
Exchange from Class B shares		323,496			550,078


Net decrease		(6,943,442	)		(2,174,339	)




	Year Ended October 31,
Class B	2010			2009

Sales		890,374			1,464,264
Issued to shareholders electing to receive payments of distributions in Fund shares		303,285			448,849
Redemptions		(1,898,127	)		(2,592,258	)
Exchange to Class A shares		(324,174	)		(551,246	)


Net decrease		(1,028,642	)		(1,230,391	)




	Year Ended October 31,
Class C	2010			2009

Sales		6,263,517			11,264,316
Issued to shareholders electing to receive payments of distributions in Fund shares		1,384,706			1,934,627
Redemptions		(11,648,460	)		(15,283,577	)


Net decrease		(4,000,237	)		(2,084,634	)




	Year Ended October 31,
Class I	2010			2009

Sales		6,139,973			2,227,604
Issued to shareholders electing to receive payments of distributions in Fund shares		154,612			22,893
Redemptions		(2,659,824	)		(170,974	)


Net increase		3,634,761			2,079,523

8 Federal Income Tax Basis of Investments

The cost and unrealized appreciation (depreciation) of investments of the Fund at October 31, 2010, as determined on a federal income tax basis, were as follows:


Aggregate cost	$	1,050,985,972


Gross unrealized appreciation	$	217,892,392
Gross unrealized depreciation		(26,984,546	)


Net unrealized appreciation	$	190,907,846

9 Financial Instruments

The Fund 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 Fund 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.

The Fund is subject to foreign exchange risk in the normal course of pursuing its investment objective. Because the Fund 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 Fund entered into forward foreign currency exchange contracts. The Fund also entered into such contracts to hedge the currency risk of investments it anticipated purchasing.

At October 31, 2010, there were no obligations outstanding under these financial instruments.


			Change in
			Unrealized		��
	Realized Gain		Appreciation
	(Loss) on		(Depreciation) on
	Derivatives		Derivatives
	Recognized in		Recognized in
Derivative	Income⁽¹⁾		Income

Forward foreign currency exchange contracts	$	3,313,811		—

Eaton Vance Tax-Managed Global Dividend Income Fund as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS CONT’D


(1)		Statement of Operations location: Net realized gain (loss) – Foreign currency and forward foreign currency exchange contract transactions.

10 Line of Credit

11 Risks 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.

12 Fair Value Measurements


	•	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, 2010, 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	$	100,795,400	$	—		$	—	$	100,795,400
Consumer Staples		82,267,137		36,589,339			—		118,856,476
Energy		75,331,470		55,049,854			—		130,381,324
Financials		58,438,570		6,331,353			—		64,769,923
Health Care		61,325,523		37,688,809			—		99,014,332
Industrials		75,390,050		25,797,916			—		101,187,966
Information Technology		102,890,050		18,146,021			—		121,036,071
Materials		81,941,281		—			—		81,941,281
Telecommunication Services		22,310,610		35,183,271			—		57,493,881
Utilities		16,082,500		30,384,881			—		46,467,381


Total Common Stocks	$	676,772,591	$	245,171,444	*	$	—	$	921,944,035


Preferred Stocks
Consumer Staples	$	—	$	1,084,430		$	—	$	1,084,430
Energy		—		7,357,000			—		7,357,000
Financials		84,760,208		135,780,892			0		220,541,100
Utilities		4,933,500		2,677,906			—		7,611,406


Total Preferred Stocks	$	89,693,708	$	146,900,228		$	0	$	236,593,936

Eaton Vance Tax-Managed Global Dividend Income Fund as of October 31, 2010

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

Corporate Bonds & Notes	$	—	$	68,957,663	$	—	$	68,957,663
Short-Term Investments		—		14,398,184		—		14,398,184


Total Investments	$	766,466,299	$	475,427,519	$	0	$	1,241,893,818


*		Includes foreign equity securities whose values were adjusted to reflect market trading of comparable securities or other correlated instruments 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:


	Investment in
	Preferred Stocks

Balance as of October 31, 2009	$	—
Realized gains (losses)		—
Change in net unrealized appreciation (depreciation)*		(8,850	)
Net purchases (sales)		—
Accrued discount (premium)		—
Net transfers to (from) Level 3**		8,850


Balance as of October 31, 2010	$	0


Change in net unrealized appreciation (depreciation) on investments still held as of October 31, 2010*	$	(8,850	)


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

**		Transfers are reflected at the value of the securities at the beginning of the period.

13 Name Change

Effective June 11, 2010, the name of Eaton Vance Tax-Managed Global Dividend Income Fund was changed from Eaton Vance Tax-Managed Dividend Income Fund.

Eaton Vance Tax-Managed Global Dividend Income Fund as of October 31, 2010

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Trustees of Eaton Vance Mutual Funds
Trust and Shareholders of Eaton Vance Tax-
Managed Global Dividend Income Fund
(formerly Eaton Vance Tax-Managed Dividend
Income Fund):

We have audited the accompanying statement of assets and liabilities of Eaton Vance Tax-Managed Global Dividend Income Fund (formerly 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, 2010, 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.

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 Global Dividend Income Fund as of October 31, 2010, 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 17, 2010

Eaton Vance Tax-Managed Global Dividend Income Fund as of October 31, 2010

FEDERAL TAX INFORMATION (Unaudited)

Qualified Dividend Income. The Fund designates approximately $78,006,240, 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 2010 ordinary income dividends, 45.29% qualifies for the corporate dividends received deduction.

Eaton Vance Tax-Managed Global Dividend Income Fund

BOARD OF TRUSTEES’ CONTRACT APPROVAL

Overview of the Contract Review Process

Information about Fees, Performance and Expenses


	•	An independent report comparing the advisory and related fees paid by each fund with fees paid by comparable funds;
	•	An independent report comparing each fund’s total expense ratio and its components to comparable funds;
	•	An independent report comparing the investment performance of each fund (including yield where relevant) to the investment performance of comparable funds over various time periods;
	•	Data regarding investment performance in comparison to relevant peer groups of similarly managed funds and appropriate indices;
	•	For each fund, comparative information concerning the fees charged and the services provided by each adviser in managing other mutual funds and institutional accounts using investment strategies and techniques similar to those used in managing such fund;
	•	Profitability analyses for each adviser with respect to each fund;

Information about Portfolio Management


	•	Descriptions of the investment management services provided to each fund, including the investment strategies and processes employed, and any changes in portfolio management processes and personnel;
	•	Information concerning the allocation of brokerage and the benefits received by each adviser as a result of brokerage allocation, including information concerning the acquisition of research through “soft dollar” benefits received in connection with the funds’ brokerage, and the implementation of a soft dollar reimbursement program established with respect to the funds;
	•	Data relating to portfolio turnover rates of each fund;
	•	The procedures and processes used to determine the fair value of fund assets and actions taken to monitor and test the effectiveness of such procedures and processes;

Information about each Adviser


	•	Reports detailing the financial results and condition of each adviser;
	•	Descriptions of the qualifications, education and experience of the individual investment professionals whose responsibilities include portfolio management and investment research for the funds, and information relating to their compensation and responsibilities with respect to managing other mutual funds and investment accounts;
	•	Copies of the Codes of Ethics of each adviser and its affiliates, together with information relating to compliance with and the administration of such codes;
	•	Copies of or descriptions of each adviser’s policies and procedures relating to proxy voting, the handling of corporate actions and class actions;
	•	Information concerning the resources devoted to compliance efforts undertaken by each adviser and its affiliates on behalf of the funds (including descriptions of various compliance programs) and their record of compliance with investment policies and restrictions, including policies with respect to market-timing, late trading and selective portfolio disclosure, and with policies on personal securities transactions;
	•	Descriptions of the business continuity and disaster recovery plans of each adviser and its affiliates;
	•	A description of Eaton Vance Management’s procedures for overseeing third party advisers and sub-advisers;

Other Relevant Information


	•	Information concerning the nature, cost and character of the administrative and other non-investment management services provided by Eaton Vance Management and its affiliates;
	•	Information concerning management of the relationship with the custodian, subcustodians and fund accountants by each adviser or the funds’ administrator; and
	•	The terms of each advisory agreement.

Eaton Vance Tax-Managed Global Dividend Income Fund

BOARD OF TRUSTEES’ CONTRACT APPROVAL CONT’D

Results of the Process

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. 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 methods of the Adviser to recruit and retain investment personnel, and the time and attention devoted to the Fund by senior management.

Eaton Vance Tax-Managed Global Dividend Income Fund

BOARD OF TRUSTEES’ CONTRACT APPROVAL CONT’D

Fund Performance

The Board compared the Fund’s investment performance to a relevant universe of similarly managed funds identified by an independent data provider and appropriate benchmark indices. The Board reviewed comparative performance data for the one-, three- and five-year periods ended September 30, 2009 for the Fund. On the basis of the foregoing and other relevant information provided by the Adviser in response to inquiries from the Contract Review Committee, 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 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, 2009, as compared to a group of similarly managed funds selected by an independent data provider. The Board also considered factors that had an impact on Fund expense ratios, as identified by management in response to inquiries from the Contract Review Committee, as well as actions being taken to reduce expenses at the fund complex level.

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.

Eaton Vance Tax-Managed Global Dividend Income Fund

MANAGEMENT AND ORGANIZATION

Term of

Number of Portfolios

Position(s)

Office and

Principal Occupation(s)

in Fund Complex

Name and

with the

Length of

During Past Five Years

Overseen By

Other Directorships Held

Year of Birth

Trust

Service

and Other Relevant Experience

Trustee⁽¹⁾

During the Last Five Years⁽²⁾

Interested Trustee

Thomas E. Faust Jr.
1958

Trustee and
President

Trustee since
2007 and
President
since 2002

184

Director of EVC.

Noninterested Trustees

Benjamin C. Esty
1963

Trustee

Since 2005

Roy and Elizabeth Simmons Professor of Business Administration and Finance Unit Head, Harvard University Graduate School of Business Administration.

184

None

Allen R. Freedman
1940

Trustee

Since 2007

184

Director of Assurant, Inc. (insurance provider) and Stonemor Partners, L.P. (owner and operator of cemeteries).

William H. Park
1947

Trustee

Since 2003

184

None

Ronald A. Pearlman
1940

Trustee

Since 2003

184

None

Helen Frame Peters
1948

Trustee

Since 2008

184

Eaton Vance Tax-Managed Global Dividend Income Fund

MANAGEMENT AND ORGANIZATION CONT’D

Term of

Number of Portfolios

Position(s)

Office and

Principal Occupation(s)

in Fund Complex

Name and

with the

Length of

During Past Five Years

Overseen By

Other Directorships Held

Year of Birth

Trust

Service

and Other Relevant Experience

Trustee⁽¹⁾

During the Last Five Years⁽²⁾

Noninterested Trustees (continued)

Lynn A. Stout
1957

Trustee

Since 1998

184

None

Ralph F. Verni
1943

Chairman of
the Board
and Trustee

Chairman of the Board since 2007 and Trustee since 2005

184

None

Principal Officers who are not Trustees


		Term of
	Position(s)	Office and
Name and	with the	Length of	Principal Occupation(s)
Year of Birth	Trust	Service	During Past Five Years


William H. Ahern, Jr. 1959	Vice President	Since 1995	Vice President of EVM and BMR. Officer of 80 registered investment companies managed by EVM or BMR.

John R. Baur 1970	Vice President	Since 2008	Vice President of EVM and BMR. Previously, attended Johnson Graduate School of Management, Cornell University (2002-2005), and prior thereto was an Account Team Representative in Singapore for Applied Materials, Inc. Officer of 37 registered investment companies managed by EVM or BMR.

Maria C. Cappellano 1967	Vice President	Since 2009	Vice President of EVM and BMR. Officer of 49 registered investment companies managed by EVM or BMR.

Michael A. Cirami 1975	Vice President	Since 2008	Vice President of EVM and BMR. Officer of 37 registered investment companies managed by EVM or BMR.

Cynthia J. Clemson 1963	Vice President	Since 2005	Vice President of EVM and BMR. Officer of 96 registered investment companies managed by EVM or BMR.

John H. Croft 1962	Vice President	Since 2010	Vice President of EVM and BMR. Officer of 38 registered investment companies managed by EVM or BMR.

Charles B. Gaffney 1972	Vice President	Since 2007	Director of Equity Research and a Vice President of EVM and BMR. Officer of 33 registered investment companies managed by EVM or BMR.

Christine M. Johnston 1972	Vice President	Since 2007	Vice President of EVM and BMR. Officer of 40 registered investment companies managed by EVM or BMR.

Aamer Khan 1960	Vice President	Since 2005	Vice President of EVM and BMR. Officer of 36 registered investment companies managed by EVM or BMR.

Thomas H. Luster 1962	Vice President	Since 2006	Vice President of EVM and BMR. Officer of 55 registered investment companies managed by EVM or BMR.

Eaton Vance Tax-Managed Global Dividend Income Fund

MANAGEMENT AND ORGANIZATION CONT’D


		Term of
	Position(s)	Office and
Name and	with the	Length of	Principal Occupation(s)
Year of Birth	Trust	Service	During Past Five Years


Principal Officers who are not Trustees (continued)

Jeffrey A. Rawlins 1961	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 33 registered investment companies managed by EVM or BMR.

Duncan W. Richardson 1957	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 1954	Vice President	Since 2003	Vice President of EVM and BMR. Officer of 54 registered investment companies managed by EVM or BMR.

Susan Schiff 1961	Vice President	Since 2002	Vice President of EVM and BMR. Officer of 38 registered investment companies managed by EVM or BMR.

Thomas Seto 1962	Vice President	Since 2007	Vice President and Director of Portfolio Management of Parametric. Officer of 33 registered investment companies managed by EVM or BMR.

David M. Stein 1951	Vice President	Since 2007	Managing Director and Chief Investment Officer of Parametric. Officer of 33 registered investment companies managed by EVM or BMR.

Eric A. Stein 1980	Vice President	Since 2009	Vice President of EVM and BMR. Originally joined EVM in July 2002. Prior to re-joining EVM in September 2008, Mr. Stein worked at the Federal Reserve Bank of New York (2007-2008) and attended business school in Chicago, Illinois. Officer of 34 registered investment companies managed by EVM or BMR.

Dan R. Strelow 1959	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 33 registered investment companies managed by EVM or BMR.

Mark S. Venezia 1949	Vice President	Since 2007	Vice President of EVM and BMR. Officer of 40 registered investment companies managed by EVM or BMR.

Adam A. Weigold 1975	Vice President	Since 2007	Vice President of EVM and BMR. Officer of 73 registered investment companies managed by EVM or BMR.

Barbara E. Campbell 1957	Treasurer	Since 2005	Vice President of EVM and BMR. Officer of 184 registered investment companies managed by EVM or BMR.

Maureen A. Gemma 1960	Secretary and Chief Legal Officer	Secretary since 2007 and Chief Legal Officer since 2008	Vice President of EVM and BMR. Officer of 184 registered investment companies managed by EVM or BMR.

Paul M. O’Neil 1953	Chief Compliance Officer	Since 2004	Vice President of EVM and BMR. Officer of 184 registered investment companies managed by EVM or BMR .


(1)		Includes both master and feeder funds in a master-feeder structure.

(2)		During their respective tenures, the Trustees also served as trustees of one or more of the following Eaton Vance funds (which operated in the years noted): Eaton Vance Credit Opportunities Fund (launched in 2005 and terminated in 2010); Eaton Vance Insured Florida Plus Municipal Bond Fund (launched in 2002 and terminated in 2009); and Eaton Vance National Municipal Income Fund (launched in 1998 and terminated in 2009).

This Page Intentionally Left Blank

Investment Adviser and Administrator of

Eaton Vance Tax-Managed Global 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

BNY Mellon Asset 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 Global Dividend Income Fund

Two International Place

Boston, MA 02110


1857-12/10	TMDISRC

IMPORTANT NOTICES


	•	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.

Eaton Vance Tax-Managed International Equity Fund as of October 31, 2010
MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE

Economic and Market Conditions

Edward R. Allen, III, CFA
Eagle Global Advisors
Co-Portfolio Manager

Thomas N. Hunt, III, CFA
Eagle Global Advisors
Co-Portfolio Manager

•		In a year characterized by dramatic starts and stops, international equity markets posted solid gains for the 12 months ending October 31, 2010. Following a positive start to the year, investor concerns — including European sovereign risk contagion, credit tightening in China and the impact of the Gulf of Mexico oil spill — blunted global markets’ progress during the April-June period as many investors reduced their exposure to risk-sensitive assets and returned to the sidelines. Even a $1 trillion EU loan package was not enough to calm pessimistic sentiment, as fears of a double-dip recession began to appear. Europe suffered the worst during this period; Asia-Pacific markets fared somewhat better; and emerging markets, as a whole, outperformed developed markets but still recorded losses.

•		The July-September period brought yet another change of direction, however, as international stocks rebounded on strengthening economic data and attractive valuations. The sovereign debt situation in southern Europe began to improve, as did the standing of the euro and other currencies versus the U.S. dollar. Emerging market growth stocks had the strongest performance; according to International Monetary Fund estimates, emerging market economies were expected to grow at 7.1% in 2010, versus a rate of 2.7% in developed countries. During the third quarter, capital raised in emerging markets amounted to $138 billion, twice that of developed markets.

•		For the 12-month period ending October 31, 2010, the MSCI Europe, Australasia, Far East (MSCI EAFE) Index advanced 8.36%, the MSCI All-Country Asia-Pacific Index returned 13.66%, and the MSCI Emerging Markets Index gained 23.56%.

Management Discussion

•		Against this backdrop, the Fund¹ posted positive returns, but underperformed its benchmark, the MSCI EAFE Index (the Index),² for the year ending October 31, 2010. Within the Index, materials, industrials, consumer staples and consumer discretionary contributed the most to returns for the year, while financials and energy detracted.

•		The European sovereign debt crisis that spread contagion into emerging markets in the first half of 2010 had a negative impact on the Fund’s performance. In particular, the Fund’s allocation to Czech Republic and Poland hurt results. While emerging markets did

Total Return Performance
10/31/09 — 10/31/10


Class A⁴	4.89	%
Class B⁴	4.15
Class C⁴	4.07
Class I⁴	5.13
MSCI EAFE Index^2,3	8.36
Lipper International Large-Cap Core Funds Average²	10.34

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


¹		The Fund currently invests in a separate 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		Source: MSCI. MSCI data may not be reproduced or used for any other purpose. MSCI provides no warranties, has not prepared or approved this report, and has no liability hereunder.

⁴		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 at net asset value. During the period, Class A and Class I shares were subject to a 1.00% redemption fee if redeemed or exchanged within 90 days of settlement of purchase. Effective January 1, 2011, Class A and Class I shares will no longer be subject to a redemption fee.

Eaton Vance Tax-Managed International Equity Fund as of October 31, 2010
MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE

		outperform later in the period and make a positive contribution to performance from a country allocation perspective, the Fund’s performance was hampered by security selection. Brazil, the Fund’s largest emerging market country, performed poorly for the Fund, primarily due to an energy holding which underperformed, but the country also lagged emerging markets overall after prior year outperformance.

•		In developed markets, the Fund’s underweight relative to the Index in the outperforming U.K. was a drag on performance, as was a lack of exposure to Australia. Exposure to Greece earlier in the year was a detriment to performance due to the sovereign debt crisis and austerity measures. Overweight allocations in top-performing Singapore and Hong Kong benefited the Fund, as well as underweights in Japan and France. Stock selection in Japan and in Switzerland also helped.

•		A relative overweighting and stock selection in the energy sector, as well as Fund holdings in the consumer discretionary and utilities sectors, detracted from performance. Stock selection in health care, materials and information technology, on the other hand, made positive contributions to returns.

Sector Weightings¹

By net assets


¹		As a percentage of the Portfolio’s net assets as of 10/31/10. Excludes cash equivalents.

Portfolio Composition

Global Allocation¹

By net assets

Top 10 Holdings²

By net assets


Novartis AG	4.2	%
Keppel Corp., Ltd.	3.9
Nestle SA	3.5
British American Tobacco PLC	3.5
BOC Hong Kong Holdings, Ltd.	2.8
FUJIFILM Holdings Corp.	2.8
DBS Group Holdings, Ltd.	2.7
Vale SA ADR	2.7
Turkcell Iletisim Hizmetleri AS ADR	2.4
Total SA	2.2


²		Top 10 Holdings represented 30.7% of the Portfolio’s net assets as of 10/31/10. Excludes cash equivalents.

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.

Eaton Vance Tax-Managed International Equity Fund as of October 31, 2010
FUND PERFORMANCE


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		4.89	%		4.15	%		4.07	%		5.13	%
Five Years		1.75			0.99			0.99			N.A.
Ten Years		-2.39			-3.13			-3.12			N.A.
Life of Fund^†		-0.39			-1.14			-1.15			-9.60
SEC Average Annual Total Returns (including sales charge or applicable CDSC)
One Year		-1.09	%		-0.85	%		3.07	%		5.13	%
Five Years		0.55			0.60			0.99			N.A.
Ten Years		-2.97			-3.13			-3.12			N.A.
Life of Fund^†		-0.86			-1.14			-1.15			-9.60


^†		Inception Dates — Class A, Class B and Class C: 4/22/98; Class I: 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 charges (CDSC) for Class B and Class C shares. If sales charges were deducted, the returns would be lower. Class I shares are offered 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. During the period, Class A and Class I shares were subject to a 1.00% redemption fee if redeemed or exchanged within 90 days of settlement of purchase. Effective January 1, 2011, Class A and Class I shares will no longer be subject to a redemption fee.


Total Annual
Operating Expenses²	Class A			Class B			Class C			Class I

Expense Ratio		1.73	%		2.49	%		2.48	%		1.48	%


²		Source: Prospectus dated 3/1/10.

*		Source: MSCI. 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 10/31/00 and Class I shares on 9/2/08 (commencement of operations) would have been valued at $7,277, $7,282, and $8,039, respectively, on 10/31/10. 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.

Eaton Vance Tax-Managed International Equity Fund as of October 31, 2010
FUND PERFORMANCE

Average Annual Total Returns
(For the periods ended October 31, 2010)

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


	One Year			Five Years			Ten Years
Return Before Taxes		4.89	%		1.75	%		-2.39	%
Return After Taxes on Distributions		4.90			1.83			-2.30
Return After Taxes on Distributions and Sale of Fund Shares		3.80			1.79			-1.81

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


	One Year			Five Years			Ten Years
Return Before Taxes		-1.09	%		0.55	%		-2.97	%
Return After Taxes on Distributions		-1.08			0.63			-2.88
Return After Taxes on Distributions and Sale of Fund Shares		-0.12			0.76			-2.29

Average Annual Total Returns
(For the periods ended October 31, 2010)

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


	One Year			Five Years			Ten Years
Return Before Taxes		4.07	%		0.99	%		-3.12	%
Return After Taxes on Distributions		4.07			1.12			-3.00
Return After Taxes on Distributions and Sale of Fund Shares		3.04			1.07			-2.43

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


	One Year			Five Years			Ten Years
Return Before Taxes		3.07	%		0.99	%		-3.12	%
Return After Taxes on Distributions		3.07			1.12			-3.00
Return After Taxes on Distributions and Sale of Fund Shares		2.39			1.07			-2.43

Average Annual Total Returns
(For the periods ended October 31, 2010)

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


	One Year			Five Years			Ten Years
Return Before Taxes		4.15	%		0.99	%		-3.13	%
Return After Taxes on Distributions		4.16			1.13			-3.00
Return After Taxes on Distributions and Sale of Fund Shares		3.02			1.04			-2.45

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


	One Year			Five Years			Ten Years
Return Before Taxes		-0.85	%		0.60	%		-3.13	%
Return After Taxes on Distributions		-0.84			0.74			-3.00
Return After Taxes on Distributions and Sale of Fund Shares		-0.23			0.71			-2.45

Average Annual Total Returns
(For the periods ended October 31, 2010)

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


	One Year			Life of Fund
Return Before Taxes		5.13	%		-9.60	%
Return After Taxes on Distributions		5.14			-8.63
Return After Taxes on Distributions and Sale of Fund Shares		4.04			-7.04

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 rate 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.

Eaton Vance Tax-Managed International Equity Fund as of October 31, 2010

FUND EXPENSES

Eaton Vance Tax-Managed International Equity Fund


	Beginning Account Value		Ending Account Value		Expenses Paid During Period*
	(5/1/10)		(10/31/10)		(5/1/10 – 10/31/10)


Actual
Class A		$1,000.00		$1,026.60		$8.48
Class B		$1,000.00		$1,022.80		$12.34
Class C		$1,000.00		$1,021.90		$12.33
Class I		$1,000.00		$1,027.80		$7.26





Hypothetical
(5% return per year before expenses)
Class A		$1,000.00		$1,016.80		$8.44
Class B		$1,000.00		$1,013.00		$12.28
Class C		$1,000.00		$1,013.00		$12.28
Class I		$1,000.00		$1,018.00		$7.22


	*	Expenses are equal to the Fund’s annualized expense ratio of 1.66% for Class A shares, 2.42% for Class B shares, 2.42% for Class C shares and 1.42% 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, 2010. The Example reflects the expenses of both the Fund and the Portfolio.

Eaton Vance Tax-Managed International Equity Fund as of October 31, 2010

FINANCIAL STATEMENTS

Statement of Assets and Liabilities


As of October 31, 2010

Assets

Investment in Tax-Managed International Equity Portfolio, at value (identified cost, $94,742,960)	$	97,965,934
Receivable for Fund shares sold		164,337
Miscellaneous receivable		111,045


Total assets	$	98,241,316



Liabilities

Payable for Fund shares redeemed	$	114,971
Payable to affiliates:
Distribution and service fees		36,404
Trustees’ fees		41
Accrued expenses		62,712


Total liabilities	$	214,128


Net Assets	$	98,027,188



Sources of Net Assets

Paid-in capital	$	184,835,564
Accumulated net realized loss from Portfolio		(90,902,371	)
Accumulated undistributed net investment income		871,021
Net unrealized appreciation from Portfolio		3,222,974


Total	$	98,027,188



Class A Shares

Net Assets	$	73,731,033
Shares Outstanding		8,316,418
Net Asset Value and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	8.87
Maximum Offering Price Per Share
(100 ¸ 94.25 of net asset value per share)	$	9.41



Class B Shares

Net Assets	$	3,319,436
Shares Outstanding		390,239
Net Asset Value and Offering Price Per Share*
(net assets ¸ shares of beneficial interest outstanding)	$	8.51



Class C Shares

Net Assets	$	20,358,669
Shares Outstanding		2,426,524
Net Asset Value and Offering Price Per Share*
(net assets ¸ shares of beneficial interest outstanding)	$	8.39



Class I Shares

Net Assets	$	618,050
Shares Outstanding		69,648
Net Asset Value, Offering Price and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	8.87

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, 2010

Investment Income

Dividends allocated from Portfolio (net of foreign taxes, $250,037)	$	2,478,417
Interest allocated from Portfolio		3,820
Miscellaneous income		220,498
Expenses allocated from Portfolio		(1,159,015	)


Total investment income	$	1,543,720





Expenses

Distribution and service fees
Class A	$	185,811
Class B		44,716
Class C		228,043
Trustees’ fees and expenses		499
Custodian fee		17,357
Transfer and dividend disbursing agent fees		171,202
Legal and accounting services		21,841
Printing and postage		29,045
Registration fees		56,450
Miscellaneous		12,859


Total expenses	$	767,823



Net investment income	$	775,897





Realized and Unrealized Gain (Loss) from Portfolio

Net realized gain (loss) —
Investment transactions	$	14,085,191
Foreign currency transactions		144,714


Net realized gain	$	14,229,905


Change in unrealized appreciation (depreciation) —
Investments	$	(10,334,961	)
Foreign currency		(201	)


Net change in unrealized appreciation (depreciation)	$	(10,335,162	)



Net realized and unrealized gain	$	3,894,743



Net increase in net assets from operations	$	4,670,640

See notes to financial statements

Eaton Vance Tax-Managed International Equity Fund as of October 31, 2010

FINANCIAL STATEMENTS CONT’D

Statements of Changes in Net Assets


Increase (Decrease)	Year Ended			Year Ended
in Net Assets	October 31, 2010			October 31, 2009

From operations —
Net investment income	$	775,897		$	1,527,848
Net realized gain (loss) from investment and foreign currency transactions		14,229,905			(38,099,582	)
Net change in unrealized appreciation (depreciation) from investments and foreign currency		(10,335,162	)		48,886,049


Net increase in net assets from operations	$	4,670,640		$	12,314,315


Distributions to shareholders —
From net investment income
Class A	$	(1,328,389	)	$	(1,462,834	)
Class B		(46,735	)		—
Class C		(282,359	)		(147,336	)
Class I		(22,693	)		(8,498	)


Total distributions to shareholders	$	(1,680,176	)	$	(1,618,668	)


Transactions in shares of beneficial interest —
Proceeds from sale of shares
Class A	$	21,663,941		$	19,378,245
Class B		189,584			254,281
Class C		1,704,766			3,997,793
Class I		4,975,458			1,068,049
Net asset value of shares issued to shareholders in payment of distributions declared
Class A		1,180,623			1,186,409
Class B		41,435			—
Class C		228,539			116,488
Class I		2,790			2,143
Cost of shares redeemed
Class A		(29,397,949	)		(46,310,751	)
Class B		(1,126,993	)		(2,232,289	)
Class C		(7,592,953	)		(10,656,508	)
Class I		(5,753,011	)		(25,107	)
Net asset value of shares exchanged
Class A		1,625,654			2,444,150
Class B		(1,625,654	)		(2,444,150	)
Redemption fees		9,168			1,736


Net decrease in net assets from Fund share transactions	$	(13,874,602	)	$	(33,219,511	)



Net decrease in net assets	$	(10,884,138	)	$	(22,523,864	)





	Year Ended			Year Ended
Net Assets	October 31, 2010			October 31, 2009

At beginning of year	$	108,911,326		$	131,435,190


At end of year	$	98,027,188		$	108,911,326





Accumulated undistributed net investment income included in net assets

At end of year	$	871,021		$	1,610,510

See notes to financial statements

Eaton Vance Tax-Managed International Equity Fund as of October 31, 2010

FINANCIAL STATEMENTS CONT’D

Financial Highlights


	Class A

	Year Ended October 31,

	2010			2009			2008			2007			2006

Net asset value — Beginning of year	$	8.600		$	7.530		$	14.970		$	11.080		$	8.670





Income (Loss) From Operations

Net investment income⁽¹⁾	$	0.080		$	0.121		$	0.205		$	0.266	⁽²⁾	$	0.082
Net realized and unrealized gain (loss)		0.340			1.078			(7.470	)		3.731			2.403


Total income (loss) from operations	$	0.420		$	1.199		$	(7.265	)	$	3.997		$	2.485





Less Distributions

From net investment income	$	(0.151	)	$	(0.129	)	$	(0.176	)	$	(0.107	)	$	(0.075	)


Total distributions	$	(0.151	)	$	(0.129	)	$	(0.176	)	$	(0.107	)	$	(0.075	)



Redemption fees⁽¹⁾	$	0.001		$	0.000	⁽³⁾	$	0.001		$	0.000	⁽³⁾	$	0.000	⁽³⁾



Net asset value — End of year	$	8.870		$	8.600		$	7.530		$	14.970		$	11.080



Total Return⁽⁴⁾		4.89	%		16.22	%		(49.06	)%		36.35	%		28.85	%





Ratios/Supplemental Data

Net assets, end of year (000’s omitted)	$	73,731		$	76,284		$	92,173		$	125,311		$	59,486
Ratios (as a percentage of average daily net assets):
Expenses⁽⁵⁾⁽⁶⁾		1.68	%		1.73	%⁽⁷⁾		1.54	%		1.57	%		1.67	%
Net investment income		0.95	%		1.67	%		1.67	%		2.12	%⁽²⁾		0.81	%
Portfolio Turnover of the Portfolio		72	%		57	%		34	%		23	%		25	%


(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 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%.

(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

Eaton Vance Tax-Managed International Equity Fund as of October 31, 2010

FINANCIAL STATEMENTS CONT’D

Financial Highlights


	Class B

	Year Ended October 31,

	2010			2009			2008			2007			2006

Net asset value — Beginning of year	$	8.250		$	7.140		$	14.200		$	10.510		$	8.230





Income (Loss) From Operations

Net investment income⁽¹⁾	$	0.017		$	0.066		$	0.098		$	0.132	⁽²⁾	$	0.008
Net realized and unrealized gain (loss)		0.315			1.044			(7.094	)		3.573			2.281


Total income (loss) from operations	$	0.332		$	1.110		$	(6.996	)	$	3.705		$	2.289





Less Distributions

From net investment income	$	(0.073	)	$	—		$	(0.065	)	$	(0.015	)	$	(0.009	)


Total distributions	$	(0.073	)	$	—		$	(0.065	)	$	(0.015	)	$	(0.009	)



Redemption fees⁽¹⁾	$	0.001		$	0.000	⁽³⁾	$	0.001		$	0.000	⁽³⁾	$	0.000	⁽³⁾



Net asset value — End of year	$	8.510		$	8.250		$	7.140		$	14.200		$	10.510



Total Return⁽⁴⁾		4.15	%		15.41	%		(49.47	)%		35.29	%		27.83	%





Ratios/Supplemental Data

Net assets, end of year (000’s omitted)	$	3,319		$	5,775		$	9,717		$	31,892		$	29,214
Ratios (as a percentage of average daily net assets):
Expenses⁽⁵⁾⁽⁶⁾		2.43	%		2.49	%⁽⁷⁾		2.29	%		2.32	%		2.42	%
Net investment income		0.21	%		0.95	%		0.82	%		1.12	%⁽²⁾		0.08	%
Portfolio Turnover of the Portfolio		72	%		57	%		34	%		23	%		25	%


(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 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%.

(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

Eaton Vance Tax-Managed International Equity Fund as of October 31, 2010

FINANCIAL STATEMENTS CONT’D

Financial Highlights


	Class C

	Year Ended October 31,

	2010			2009			2008			2007			2006

Net asset value — Beginning of year	$	8.150		$	7.100		$	14.150		$	10.500		$	8.220





Income (Loss) From Operations

Net investment income⁽¹⁾	$	0.017		$	0.063		$	0.105		$	0.156	⁽²⁾	$	0.009
Net realized and unrealized gain (loss)		0.314			1.024			(7.060	)		3.536			2.287


Total income (loss) from operations	$	0.331		$	1.087		$	(6.955	)	$	3.692		$	2.296





Less Distributions

From net investment income	$	(0.092	)	$	(0.037	)	$	(0.096	)	$	(0.042	)	$	(0.016	)


Total distributions	$	(0.092	)	$	(0.037	)	$	(0.096	)	$	(0.042	)	$	(0.016	)



Redemption fees⁽¹⁾	$	0.001		$	0.000	⁽³⁾	$	0.001		$	0.000	⁽³⁾	$	0.000	⁽³⁾



Net asset value — End of year	$	8.390		$	8.150		$	7.100		$	14.150		$	10.500



Total Return⁽⁴⁾		4.07	%		15.40	%		(49.46	)%		35.27	%		27.96	%





Ratios/Supplemental Data

Net assets, end of year (000’s omitted)	$	20,359		$	25,599		$	29,444		$	53,180		$	28,225
Ratios (as a percentage of average daily net assets):
Expenses⁽⁵⁾⁽⁶⁾		2.43	%		2.48	%⁽⁷⁾		2.29	%		2.32	%		2.42	%
Net investment income		0.21	%		0.91	%		0.90	%		1.32	%⁽²⁾		0.09	%
Portfolio Turnover of the Portfolio		72	%		57	%		34	%		23	%		25	%


(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 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%.

(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

Eaton Vance Tax-Managed International Equity Fund as of October 31, 2010

FINANCIAL STATEMENTS CONT’D

Financial Highlights


	Class I

	Year Ended October 31,
							Period Ended
	2010			2009			October 31, 2008⁽¹⁾

Net asset value — Beginning of period	$	8.600		$	7.530		$	11.490





Income (Loss) From Operations

Net investment income⁽²⁾	$	0.077		$	0.157		$	0.003
Net realized and unrealized gain (loss)		0.363			1.072			(3.963	)


Total income (loss) from operations	$	0.440		$	1.229		$	(3.960	)





Less Distributions

From net investment income	$	(0.171	)	$	(0.159	)	$	—


Total distributions	$	(0.171	)	$	(0.159	)	$	—



Redemption fees⁽²⁾	$	0.001		$	0.000	⁽³⁾	$	0.000	⁽³⁾



Net asset value — End of period	$	8.870		$	8.600		$	7.530



Total Return⁽⁴⁾		5.13	%		16.69	%		(34.46	)%⁽⁵⁾





Ratios/Supplemental Data

Net assets, end of period (000’s omitted)	$	618		$	1,253		$	101
Ratios (as a percentage of average daily net assets):
Expenses⁽⁶⁾⁽⁷⁾		1.43	%		1.48	%⁽⁸⁾		1.23	%⁽⁹⁾
Net investment income		0.94	%		2.11	%		0.25	%⁽⁹⁾
Portfolio Turnover of the Portfolio		72	%		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 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.

(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 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.

(9)		Annualized.

(10)		For the Portfolio’s year ended October 31, 2008.

See notes to financial statements

Eaton Vance Tax-Managed International Equity Fund as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS

1 Significant 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 Massachusetts business 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 (56.1% at October 31, 2010). 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 Investment 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.

C Federal 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, 2010, the Fund, for federal income tax purposes, had a capital loss carryforward of $89,335,208 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 ($39,935,051), October 31, 2016 ($12,569,600) and October 31, 2017 ($36,830,557). During the year ended October 31, 2010, a capital loss carryforward of $13,920,569 was utilized to offset net realized gains by the Fund.

Eaton Vance Tax-Managed International Equity Fund as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS CONT’D

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

2 Distributions to Shareholders

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, 2010 and October 31, 2009 was as follows:


	Year Ended October 31,
	2010		2009

Distributions declared from:
Ordinary income	$	1,680,176	$	1,618,668

During the year ended October 31, 2010, accumulated net realized loss was decreased by $35,046,128, accumulated undistributed net investment income was increased by $164,790, and paid-in capital was decreased by $35,210,918 due to expired capital loss carryforwards and 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, 2010, the components of distributable earnings (accumulated losses) and unrealized appreciation (depreciation) on a tax basis were as follows:


Undistributed ordinary income	$	1,170,494
Capital loss carryforward	$	(89,335,208	)
Net unrealized appreciation	$	1,356,338

3 Transactions with Affiliates

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

Eaton Vance Tax-Managed International Equity Fund as of October 31, 2010

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.

4 Distribution 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, 2010 amounted to $185,811 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, 2010, the Fund paid or accrued to EVD $33,537 and $171,032 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, 2010, the amounts of Uncovered Distribution Charges of EVD calculated under the Class B and Class C Plans were approximately $4,233,000 and $10,412,000, 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, 2010 amounted to $11,179 and $57,011 for Class B and Class C shares, respectively.

5 Contingent 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, 2010, the Fund was informed that EVD received approximately $100, $6,000 and $1,000 of CDSCs paid by Class A, Class B and Class C shareholders, respectively.

6 Investment Transactions

For the year ended October 31, 2010, increases and decreases in the Fund’s investment in the Portfolio aggregated $20,622,965 and $36,794,518, respectively.

7 Shares of Beneficial Interest


	Year Ended October 31,
Class A	2010			2009

Sales		2,562,461			2,687,830
Issued to shareholders electing to receive payments of distributions in Fund shares		132,953			160,978
Redemptions		(3,438,247	)		(6,577,758	)
Exchange from Class B shares		190,588			353,303


Net decrease		(552,245	)		(3,375,647	)

Eaton Vance Tax-Managed International Equity Fund as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS CONT’D


	Year Ended October 31,
Class B	2010			2009

Sales		22,598			36,402
Issued to shareholders electing to receive payments of distributions in Fund shares		4,835			—
Redemptions		(139,413	)		(327,623	)
Exchange to Class A shares		(198,189	)		(368,486	)


Net decrease		(310,169	)		(659,707	)




	Year Ended October 31,
Class C	2010			2009

Sales		209,274			596,400
Issued to shareholders electing to receive payments of distributions in Fund shares		27,014			16,594
Redemptions		(949,686	)		(1,620,856	)


Net decrease		(713,398	)		(1,007,862	)




	Year Ended October 31,
Class I	2010			2009

Sales		660,938			135,553
Issued to shareholders electing to receive payments of distributions in Fund shares		315			292
Redemptions		(737,291	)		(3,562	)


Net increase (decrease)		(76,038	)		132,283

For the years ended October 31, 2010 and October 31, 2009, the Fund received $9,168 and $1,736, respectively, in redemption fees.

Eaton Vance Tax-Managed International Equity Fund as of October 31, 2010

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Trustees of Eaton Vance Mutual Funds Trust and 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, 2010, 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, 2010, 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, 2010

Eaton Vance Tax-Managed International Equity Fund as of October 31, 2010

FEDERAL TAX INFORMATION (Unaudited)

Qualified Dividend Income. The Fund designates approximately $2,217,838, 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 $250,423 and recognized foreign source income of $2,728,454.

Tax-Managed International Equity Portfolio as of October 31, 2010

PORTFOLIO OF INVESTMENTS


Common Stocks — 95.8%

Security	Shares			Value



Automobiles — 4.1%

Bayerische Motoren Werke AG		24,300		$	1,741,629
Fiat SpA		62,000			1,049,920
Honda Motor Co., Ltd.		70,000			2,523,415
Nissan Motor Co., Ltd.		216,000			1,898,382


				$	7,213,346




Beverages — 2.4%

Anheuser-Busch InBev NV ADR		28,100		$	1,767,490
Central European Distribution Corp.⁽¹⁾		20,800			519,376
Fomento Economico Mexicano SA de CV ADR		36,000			1,976,760


				$	4,263,626




Capital Markets — 1.5%

3i Group PLC		195,000	��	$	936,755
UBS AG⁽¹⁾		102,100			1,734,427


				$	2,671,182




Chemicals — 3.0%

Agrium, Inc.		33,000		$	2,920,830
BASF SE		31,800			2,312,223


				$	5,233,053




Commercial Banks — 15.0%

Banco Bradesco SA ADR		88,700		$	1,844,960
Barclays PLC		682,000			2,997,009
BNP Paribas		51,700			3,781,620
BOC Hong Kong Holdings, Ltd.		1,570,000			4,927,855
DBS Group Holdings, Ltd.		435,000			4,685,217
HSBC Holdings PLC		160,000			1,665,223
Industrial & Commercial Bank of China, Ltd., Class H		2,194,000			1,772,518
KBC Groep NV⁽¹⁾		37,000			1,611,139
Societe Generale		49,700			2,980,237


				$	26,265,778




Consumer Finance — 1.4%

ORIX Corp.		26,000		$	2,368,263


				$	2,368,263



Diversified Telecommunication Services — 2.8%

Koninklijke KPN NV		111,500		$	1,862,184
Telefonica SA		112,100			3,029,221


				$	4,891,405




Electric Utilities — 0.8%

Hongkong Electric Holdings, Ltd.		235,000		$	1,487,895


				$	1,487,895




Electrical Equipment — 1.2%

ABB, Ltd. ADR⁽¹⁾		103,900		$	2,149,691


				$	2,149,691




Electronic Equipment, Instruments & Components — 4.1%

FUJIFILM Holdings Corp.		146,800		$	4,897,483
Hon Hai Precision Industry Co., Ltd.		592,480			2,240,781


				$	7,138,264




Energy Equipment & Services — 0.7%

OAO TMK GDR⁽¹⁾		62,719		$	1,232,174


				$	1,232,174




Food Products — 4.9%

Nestle SA		112,000		$	6,134,740
Unilever PLC		83,000			2,392,927


				$	8,527,667




Hotels, Restaurants & Leisure — 1.6%

Carnival PLC		33,000		$	1,425,775
InterContinental Hotels Group PLC		74,600			1,440,758


				$	2,866,533




Household Durables — 1.6%

Desarrolladora Homex SAB de CV ADR⁽¹⁾		81,100		$	2,723,338


				$	2,723,338




Household Products — 1.2%

Henkel AG & Co. KGaA		40,700		$	2,016,942


				$	2,016,942

See notes to financial statements

Tax-Managed International Equity Portfolio as of October 31, 2010

PORTFOLIO OF INVESTMENTS CONT’D


Security	Shares		Value



Industrial Conglomerates — 6.7%

Cookson Group PLC⁽¹⁾		302,000	$	2,493,198
Keppel Corp., Ltd.		872,000		6,744,494
Siemens AG ADR		22,100		2,526,251


			$	11,763,943




Insurance — 2.3%

AXA SA		68,400	$	1,247,405
Swiss Reinsurance Co., Ltd.		18,100		869,652
Zurich Financial Services AG		8,000		1,957,738


			$	4,074,795




Machinery — 1.6%

Volvo AB⁽¹⁾		203,200	$	2,750,982


			$	2,750,982




Media — 1.5%

Focus Media Holding, Ltd. ADR⁽¹⁾		104,000	$	2,574,000


			$	2,574,000




Metals & Mining — 5.8%

Anglo American PLC ADR		119,900	$	2,787,675
Thompson Creek Metals Co., Inc.⁽¹⁾		217,800		2,622,312
Vale SA ADR		162,900		4,680,117


			$	10,090,104




Office Electronics — 2.1%

Canon, Inc.		81,100	$	3,733,299


			$	3,733,299




Oil, Gas & Consumable Fuels — 7.7%

BP PLC ADR		22,500	$	918,675
CNOOC, Ltd.		840,000		1,749,315
Petroleo Brasileiro SA ADR		105,000		3,274,950
Rosneft Oil Co. GDR⁽¹⁾		380,000		2,644,089
Statoil ASA		45,000		982,883
Total SA		71,000		3,864,808


			$	13,434,720




Pharmaceuticals — 10.0%

AstraZeneca PLC ADR		63,000	$	3,178,980
Genomma Lab Internacional SAB de CV⁽¹⁾		480,000		1,034,402
GlaxoSmithKline PLC ADR		72,700		2,838,208
Novartis AG		128,200		7,428,253
Novo Nordisk A/S, Class B		9,500		997,518
Sanofi-Aventis		28,100		1,968,730


			$	17,446,091




Real Estate Management & Development — 0.8%

Raven Russia, Ltd.		1,682,051	$	1,399,073


			$	1,399,073




Specialty Retail — 1.2%

Kingfisher PLC		538,000	$	2,049,559


			$	2,049,559




Tobacco — 3.5%

British American Tobacco PLC		160,000	$	6,095,407


			$	6,095,407




Trading Companies & Distributors — 2.8%

Mitsubishi Corp.		50,000	$	1,200,983
Mitsui & Co., Ltd.		230,000		3,617,303


			$	4,818,286




Wireless Telecommunication Services — 3.5%

Turkcell Iletisim Hizmetleri AS ADR		231,000	$	4,141,830
Vodafone Group PLC ADR		71,700		1,972,467


			$	6,114,297



Total Common Stocks
(identified cost $159,820,920)			$	167,393,713

See notes to financial statements

Tax-Managed International Equity Portfolio as of October 31, 2010

PORTFOLIO OF INVESTMENTS CONT’D


Short-Term Investments — 2.6%

	Interest
Description	(000’s omitted)		Value


Eaton Vance Cash Reserves Fund, LLC, 0.22%⁽²⁾⁽³⁾	$	4,514	$	4,514,368



Total Short-Term Investments
(identified cost $4,514,368)			$	4,514,368



Total Investments — 98.4%
(identified cost $164,335,288)			$	171,908,081



Other Assets, Less Liabilities — 1.6%			$	2,730,391



Net Assets — 100.0%			$	174,638,472

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, 2010.

(3)		Net income allocated from the investment in Eaton Vance Cash Reserves Fund, LLC and Cash Management Portfolio, an affiliated investment company, for the year ended October 31, 2010 was $5,884 and $0, respectively.


Country Concentration of Portfolio

	Percentage
Country	of Net Assets			Value


United Kingdom		19.0	%	$	33,192,616
Switzerland		11.6			20,274,501
Japan		11.6			20,239,128
France		7.9			13,842,800
Singapore		6.5			11,429,711
Brazil		5.6			9,800,027
Germany		4.9			8,597,045
Hong Kong		3.7			6,415,750
China		3.5			6,095,833
Mexico		3.3			5,734,500
Canada		3.2			5,543,142
Russia		3.0			5,275,336
United States		2.6			4,514,368
Turkey		2.4			4,141,830
Belgium		1.9			3,378,629
Spain		1.7			3,029,221
Sweden		1.6			2,750,982
Taiwan		1.3			2,240,781
Netherlands		1.1			1,862,184
Italy		0.6			1,049,920
Denmark		0.6			997,518
Norway		0.5			982,883
Poland		0.3			519,376


Total Investments		98.4	%	$	171,908,081

See notes to financial statements

Tax-Managed International Equity Portfolio as of October 31, 2010

FINANCIAL STATEMENTS

Statement of Assets and Liabilities


As of October 31, 2010

Assets

Unaffiliated investments, at value (identified cost, $159,820,920)	$	167,393,713
Affiliated investment, at value (identified cost, $4,514,368)		4,514,368
Foreign currency, at value (identified cost, $13,441,372)		13,521,649
Dividends receivable		287,496
Interest receivable from affiliated investment		380
Receivable for investments sold		4,819,084
Tax reclaims receivable		685,109


Total assets	$	191,221,799





Liabilities

Payable for investments purchased	$	16,345,671
Payable to affiliates:
Investment adviser fee		150,379
Trustees’ fees		513
Accrued expenses		86,764


Total liabilities	$	16,583,327


Net Assets applicable to investors’ interest in Portfolio	$	174,638,472





Sources of Net Assets

Net proceeds from capital contributions and withdrawals	$	167,005,585
Net unrealized appreciation		7,632,887


Total	$	174,638,472

Statement of Operations


For the Year Ended
October 31, 2010

Investment Income

Dividends (net of foreign taxes, $445,749)	$	4,419,160
Interest allocated from affiliated investments		6,822
Expenses allocated from affiliated investments		(938	)


Total investment income	$	4,425,044





Expenses

Investment adviser fee	$	1,827,500
Trustees’ fees and expenses		6,478
Custodian fee		173,965
Legal and accounting services		35,986
Stock dividend tax		4,116
Miscellaneous		10,352


Total expenses	$	2,058,397


Deduct —
Reduction of custodian fee	$	9


Total expense reductions	$	9



Net expenses	$	2,058,388



Net investment income	$	2,366,656





Realized and Unrealized Gain (Loss)

Net realized gain (loss) —
Investment transactions	$	30,130,657
Investment transactions allocated from affiliated investments		2,803
Foreign currency transactions		256,806


Net realized gain	$	30,390,266


Change in unrealized appreciation (depreciation) —
Investments	$	(23,779,526	)
Foreign currency		(686	)


Net change in unrealized appreciation (depreciation)	$	(23,780,212	)



Net realized and unrealized gain	$	6,610,054



Net increase in net assets from operations	$	8,976,710

See notes to financial statements

Tax-Managed International Equity Portfolio as of October 31, 2010

FINANCIAL STATEMENTS CONT’D

Statements of Changes in Net Assets


Increase (Decrease)	Year Ended			Year Ended
in Net Assets	October 31, 2010			October 31, 2009

From operations —
Net investment income	$	2,366,656		$	4,379,263
Net realized gain (loss) from investment and foreign currency transactions		30,390,266			(57,015,472	)
Net change in unrealized appreciation (depreciation) from investments and foreign currency		(23,780,212	)		77,897,697


Net increase in net assets from operations	$	8,976,710		$	25,261,488


Capital transactions —
Contributions	$	20,759,092		$	22,585,063
Withdrawals		(48,705,200	)		(81,218,538	)


Net decrease from capital transactions	$	(27,946,108	)	$	(58,633,475	)



Net decrease in net assets	$	(18,969,398	)	$	(33,371,987	)





Net Assets

At beginning of year	$	193,607,870		$	226,979,857


At end of year	$	174,638,472		$	193,607,870

See notes to financial statements

Tax-Managed International Equity Portfolio as of October 31, 2010

FINANCIAL STATEMENTS CONT’D

Supplementary Data


	Year Ended October 31,

	2010			2009			2008			2007			2006



Ratios/Supplemental Data

Ratios (as a percentage of average daily net assets):
Expenses⁽¹⁾		1.13	%		1.12	%⁽²⁾		1.09	%		1.10	%		1.12	%
Net investment income		1.30	%		2.30	%		2.08	%		2.51	%⁽³⁾		1.38	%
Portfolio Turnover		72	%		57	%		34	%		23	%		25	%


Total Return		5.48	%		16.92	%		(48.82	)%		36.97	%		29.54	%



Net assets, end of year (000’s omitted)	$	174,638		$	193,608		$	226,980		$	391,673		$	228,277


(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

Tax-Managed International Equity Portfolio as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS

1 Significant Accounting Policies

Tax-Managed International Equity Portfolio (the Portfolio) is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as a diversified, open-end management investment company. The Portfolio’s investment objective is to achieve long-term after-tax returns by investing in a diversified portfolio of foreign equity securities. The Declaration of Trust permits the Trustees to issue interests in the Portfolio. At October 31, 2010, Eaton Vance Tax-Managed International Equity Fund and Eaton Vance Tax-Managed Equity Asset Allocation Fund held an interest of 56.1% and 43.8%, 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 Investment Valuation — Equity securities (including common shares of closed-end investment companies) listed on a U.S. securities exchange generally are valued at the last sale or closing 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 purchased 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 Eaton Vance Cash Reserves Fund, LLC (Cash Reserves Fund), an affiliated investment company managed by Eaton Vance Management (EVM). Cash Reserves Fund generally values its investment securities utilizing the amortized cost valuation technique in accordance with Rule 2a-7 under 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 Reserves Fund may value its investment securities based on available market quotations provided by a third party pricing service.

Tax-Managed International Equity Portfolio as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS CONT’D

2 Investment Adviser Fee and Other Transactions with Affiliates

The investment adviser fee is earned by Boston Management and Research (BMR), a subsidiary of EVM, 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 is payable monthly. On net assets of $500 million and over, the annual fee is reduced. 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. Prior to its liquidation in February 2010, the portion of the adviser fee payable by Cash Management Portfolio, an affiliated investment company, on the Portfolio’s investment of cash therein was credited against the Portfolio’s investment adviser fee. The Portfolio currently invests its cash in Cash Reserves Fund. EVM does not currently receive a fee for advisory services provided to Cash Reserves Fund. For the year ended October 31, 2010, the Portfolio’s investment adviser fee totaled $1,827,981 of which $481 was allocated from Cash Management Portfolio and $1,827,500 was paid or accrued directly by the Portfolio. For the year ended October 31, 2010, the Portfolio’s investment adviser fee, including the portion allocated from Cash Management Portfolio, was 1.00% of the Portfolio’s average daily net assets.

Tax-Managed International Equity Portfolio as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS CONT’D

3 Purchases and Sales of Investments

Purchases and sales of investments, other than short-term obligations, aggregated $127,301,198 and $158,405,254, respectively, for the year ended October 31, 2010.

4 Federal Income Tax Basis of Investments

The cost and unrealized appreciation (depreciation) of investments of the Portfolio at October 31, 2010, as determined on a federal income tax basis, were as follows:


Aggregate cost	$	164,866,907


Gross unrealized appreciation	$	9,106,669
Gross unrealized depreciation		(2,065,495	)


Net unrealized appreciation	$	7,041,174

The net unrealized appreciation on foreign currency at October 31, 2010 on a federal income tax basis was $60,094.

5 Line of Credit

6 Risks Associated with Foreign Investments

7 Fair Value Measurements


	•	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, 2010, the inputs used in valuing the Portfolio’s investments, which are carried at value, were as follows:

Tax-Managed International Equity Portfolio as of October 31, 2010

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	$	5,297,338	$	12,129,438		$	—	$	17,426,776
Consumer Staples		4,263,626		16,640,016			—		20,903,642
Energy		4,193,625		10,473,269			—		14,666,894
Financials		1,844,960		34,934,132			—		36,779,092
Health Care		7,051,590		10,394,501			—		17,446,091
Industrials		4,675,942		16,806,960			—		21,482,902
Information Technology		—		10,871,562			—		10,871,562
Materials		13,010,934		2,312,223			—		15,323,157
Telecommunication Services		6,114,297		4,891,405			—		11,005,702
Utilities		—		1,487,895			—		1,487,895


Total Common Stocks	$	46,452,312	$	120,941,401	*	$	—	$	167,393,713


Short-Term Investments	$	—	$	4,514,368		$	—	$	4,514,368


Total Investments	$	46,452,312	$	125,455,769		$	—	$	171,908,081


*		Includes foreign equity securities whose values were adjusted to reflect market trading of comparable securities or other correlated instruments 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, 2009 whose fair value was determined using Level 3 inputs.

Tax-Managed International Equity Portfolio as of October 31, 2010

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, 2010, 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, 2010, 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, 2010, 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, 2010

Eaton Vance Tax-Managed International Equity Fund

BOARD OF TRUSTEES’ CONTRACT APPROVAL

Overview of the Contract Review Process

Information about Fees, Performance and Expenses


	•	An independent report comparing the advisory and related fees paid by each fund with fees paid by comparable funds;
	•	An independent report comparing each fund’s total expense ratio and its components to comparable funds;
	•	An independent report comparing the investment performance of each fund (including yield where relevant) to the investment performance of comparable funds over various time periods;

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


	•	For each fund, comparative information concerning the fees charged and the services provided by each adviser in managing other mutual funds and institutional accounts using investment strategies and techniques similar to those used in managing such fund;

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

Information about Portfolio Management


	•	Descriptions of the investment management services provided to each fund, including the investment strategies and processes employed, and any changes in portfolio management processes and personnel;
	•	Information concerning the allocation of brokerage and the benefits received by each adviser as a result of brokerage allocation, including information concerning the acquisition of research through “soft dollar” benefits received in connection with the funds’ brokerage, and the implementation of a soft dollar reimbursement program established with respect to the funds;

• Data relating to portfolio turnover rates of each fund;


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

Information about each Adviser


	•	Reports detailing the financial results and condition of each adviser;
	•	Descriptions of the qualifications, education and experience of the individual investment professionals whose responsibilities include portfolio management and investment research for the funds, and information relating to their compensation and responsibilities with respect to managing other mutual funds and investment accounts;
	•	Copies of the Codes of Ethics of each adviser and its affiliates, together with information relating to compliance with and the administration of such codes;
	•	Copies of or descriptions of each adviser’s policies and procedures relating to proxy voting, the handling of corporate actions and class actions;
	•	Information concerning the resources devoted to compliance efforts undertaken by each adviser and its affiliates on behalf of the funds (including descriptions of various compliance programs) and their record of compliance with investment policies and restrictions, including policies with respect to market-timing, late trading and selective portfolio disclosure, and with policies on personal securities transactions;
	•	Descriptions of the business continuity and disaster recovery plans of each adviser and its affiliates;
	•	A description of Eaton Vance Management’s procedures for overseeing third party advisers and sub-advisers;

Other Relevant Information


	•	Information concerning the nature, cost and character of the administrative and other non-investment management services provided by Eaton Vance Management and its affiliates;
	•	Information concerning management of the relationship with the custodian, subcustodians and fund accountants by each adviser or the funds’ administrator; and

• The terms of each advisory agreement.

Eaton Vance Tax-Managed International Equity Fund

BOARD OF TRUSTEES’ CONTRACT APPROVAL CONT’D

Results of the Process

Nature, Extent and Quality of Services

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. The Board specifically noted the Adviser’s in-house equity research capabilities. With respect to the Adviser, the Board considered the Adviser’s responsibilities supervising the Sub-adviser. The Board also took into account the resources dedicated to portfolio management and other services, including the compensation methods to recruit and retain investment personnel, and the time and attention devoted to the Portfolio by senior management. With respect to the Sub-adviser, the Board took into 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.

Eaton Vance Tax-Managed International Equity Fund

BOARD OF TRUSTEES’ CONTRACT APPROVAL CONT’D

Fund Performance

Management Fees and Expenses

The Board reviewed contractual investment advisory 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, 2009, as compared to a group of similarly managed funds selected by an independent data provider. The Board also considered factors that had an impact on Fund expense ratios, as identified by management in response to inquiries from the Contract Review Committee, as well as actions being taken to reduce expenses at the fund complex level.

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 and the Portfolio, including the benefits of research services that may be available to the Adviser or Sub-adviser as a result of securities transactions effected for the Portfolio and other investment advisory clients. The Board 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 and the Portfolio, 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, Eagle, and the Fund to continue to share such benefits equitably.

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, “Parametric” refers to Parametric Portfolio Associates LLC, “Eagle” refers to Eagle Global Advisors, L.L.C. 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

Principal Occupation(s)

in Fund Complex

Name and

Trust and

Length of

During Past Five Years and

Overseen By

Other Directorships Held

Year of Birth

the Portfolio

Service

Other Relevant Experience

Trustee⁽¹⁾

During the Last Five Years⁽²⁾

Interested Trustee

Thomas E. Faust Jr.
1958

Trustee and
President of
the Trust

Trustee since 2007 and President of the Trust since 2002

184

Director of EVC.

Noninterested Trustees

Benjamin C. Esty
1963

Trustee

Since 2005

Roy and Elizabeth Simmons Professor of Business Administration and Finance Unit Head, Harvard University Graduate School of Business Administration.

184

None

Allen R. Freedman
1940

Trustee

Since 2007

184

Director of Assurant, Inc. (insurance provider) and Stonemor Partners, L.P. (owner and operator of cemeteries).

William H. Park
1947

Trustee

Since 2003

184

None

Ronald A. Pearlman
1940

Trustee

Since 2003

184

None

Eaton Vance Tax-Managed International Equity Fund

MANAGEMENT AND ORGANIZATION CONT’D

Position(s)

Term of

Number of Portfolios

with the

Office and

Principal Occupation(s)

in Fund Complex

Name and

Trust and

Length of

During Past Five Years and

Overseen By

Other Directorships Held

Year of Birth

the Portfolio

Service

Other Relevant Experience

Trustee⁽¹⁾

During the Last Five Years⁽²⁾

Noninterested Trustees (continued)

Helen Frame Peters
1948

Trustee

Since 2008

184

Lynn A. Stout
1957

Trustee

Since 1998

184

None

Ralph F. Verni
1943

Chairman of
the Board
and Trustee

Chairman of the Board since 2007 and Trustee since 2005

184

None

Principal Officers who are not Trustees


	Position(s)	Term of
	with the	Office and
Name and	Trust and	Length of	Principal Occupation(s)
Year of Birth	the Portfolio	Service	During Past Five Years


William H. Ahern, Jr. 1959	Vice President of the Trust	Since 1995	Vice President of EVM and BMR. Officer of 80 registered investment companies managed by EVM or BMR.

Edward R. Allen, III 1960	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 1970	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 was an Account Team Representative in Singapore for Applied Materials Inc. Officer of 37 registered investment companies managed by EVM or BMR.

Maria C. Cappellano 1967	Vice President of the Trust	Since 2009	Vice President of EVM and BMR. Officer of 49 registered investment companies managed by EVM or BMR.

Michael A. Cirami 1975	Vice President of the Trust	Since 2008	Vice President of EVM and BMR. Officer of 37 registered investment companies managed by EVM or BMR.

Cynthia J. Clemson 1963	Vice President of the Trust	Since 2005	Vice President of EVM and BMR. Officer of 96 registered investment companies managed by EVM or BMR.

John H. Croft 1962	Vice President of the Trust	Since 2010	Vice President of EVM and BMR. Officer of 38 registered investment companies managed by EVM or BMR.

Charles B. Gaffney 1972	Vice President of the Trust	Since 2007	Director of Equity Research and a Vice President of EVM and BMR. Officer of 33 registered investment companies managed by EVM or BMR.

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)
Year of Birth	the Portfolio	Service	During Past Five Years


Principal Officers who are not Trustees (continued)

Thomas N. Hunt, III 1964	Vice President of the Portfolio	Since 2004	Senior Partner of Eagle. Officer of 3 registered investment companies managed by EVM or BMR.

Christine M. Johnston 1972	Vice President of the Trust	Since 2007	Vice President of EVM and BMR. Officer of 40 registered investment companies managed by EVM or BMR.

Aamer Khan 1960	Vice President of the Trust	Since 2005	Vice President of EVM and BMR. Officer of 36 registered investment companies managed by EVM or BMR.

Thomas H. Luster 1962	Vice President of the Trust	Since 2006	Vice President of EVM and BMR. Officer of 55 registered investment companies managed by EVM or BMR.

Jeffrey A. Rawlins 1961	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 33 registered investment companies managed by EVM or BMR.

Duncan W. Richardson 1957	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 1954	Vice President of the Trust	Since 2003	Vice President of EVM and BMR. Officer of 54 registered investment companies managed by EVM or BMR.

Susan Schiff 1961	Vice President of the Trust	Since 2002	Vice President of EVM and BMR. Officer of 38 registered investment companies managed by EVM or BMR.

Thomas Seto 1962	Vice President of the Trust	Since 2007	Vice President and Director of Portfolio Management of Parametric. Officer of 33 registered investment companies managed by EVM or BMR.

David M. Stein 1951	Vice President of the Trust	Since 2007	Managing Director and Chief Investment Officer of Parametric. Officer of 33 registered investment companies managed by EVM or BMR.

Eric A. Stein 1980	Vice President of the Trust	Since 2009	Vice President of EVM and BMR. Originally joined EVM in July 2002. Prior to re-joining EVM in September 2008, Mr. Stein worked at the Federal Reserve Bank of New York (2007-2008) and attended business school in Chicago, Illinois. Officer of 34 registered investment companies managed by EVM or BMR.

Dan R. Strelow 1959	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 33 registered investment companies managed by EVM or BMR.

Mark S. Venezia 1949	Vice President of the Trust	Since 2007	Vice President of EVM and BMR. Officer of 40 registered investment companies managed by EVM or BMR.

Adam A. Weigold 1975	Vice President of the Trust	Since 2007	Vice President of EVM and BMR. Officer of 73 registered investment companies managed by EVM or BMR.

Barbara E. Campbell 1957	Treasurer	Of the Trust since 2005 and of the Portfolio since 2008	Vice President of EVM and BMR. Officer of 184 registered investment companies managed by EVM or BMR.

Maureen A. Gemma 1960	Secretary and Chief Legal Officer	Secretary since 2007 and Chief Legal Officer since 2008	Vice President of EVM and BMR. Officer of 184 registered investment companies managed by EVM or BMR.

Paul M. O’Neil 1953	Chief Compliance Officer	Since 2004	Vice President of EVM and BMR. Officer of 184 registered investment companies managed by EVM or BMR.


(1)		Includes both master and feeder funds in a master-feeder structure.

Eaton Vance Tax-Managed International Equity Fund

MANAGEMENT AND ORGANIZATION CONT’D


(2)		During their respective tenures, the Trustees also served as trustees of one or more of the following Eaton Vance funds (which operated in the years noted): Eaton Vance Credit Opportunities Fund (launched in 2005 and terminated in 2010); Eaton Vance Insured Florida Plus Municipal Bond Fund (launched in 2002 and terminated in 2009); and Eaton Vance National Municipal Income Fund (launched in 1998 and terminated in 2009).

This Page Intentionally Left Blank

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

BNY Mellon Asset 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


038-12/10	IGSRC

IMPORTANT NOTICES


	•	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.

Eaton Vance Tax-Managed Mid-Cap Core Fund as of October 31, 2010

MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE

Economic and Market Conditions

William R. Hackney III, CFA
Portfolio Manager

•

U.S. equity markets seesawed their way to solid gains for the year ending October 31, 2010. Over the course of the year, investors’ attitudes toward risk were buffeted by unsettling macroeconomic factors and political uncertainty. In fact, until the final few months of the period, the markets continued to exhibit the general lack of confidence and ongoing volatility that has characterized the equity space through most of the past two years.

•		Domestic equities made a strong start to the period but pulled back in the April-June period, as sovereign debt problems in the eurozone, slower growth in China and a turbulent U.S. political environment chilled investor sentiment. Despite these macro concerns, however, signs of economic growth, albeit somewhat anemic, and improvements in corporate business fundamentals also began to appear. By September and October, investors seemed to have grown more comfortable with risk tolerance, and equities began to establish some traction to the upside.

•		For the year as a whole, the S&P 500 Index gained 16.52%, the Dow Jones Industrial Average rose 17.62% and the NASDAQ Composite Index was up 23.88%. Growth stocks outperformed value stocks across all market capitalizations, and mid- and small-cap stocks outpaced large-cap stocks.

Management Discussion

•		The Fund¹ registered double-digit returns for the fiscal year ending October 31, 2010, lagging the performance of its benchmark, the S&P MidCap 400 Index (the Index),² while finishing roughly in line with the average return of funds in its Lipper peer group. All 10 economic sectors in the Index posted strong returns for the 12 months, with the cyclical materials, information technology and consumer discretionary sectors leading the way. Financials had the lowest returns, although the sector still gained nearly 23% for the year.

•		The Fund’s underperformance versus the Index was primarily due to security selection, particularly in the health care and financials sectors. Two positions in health care equipment and supplies affected results. A below-benchmark allocation to the outperforming pharmaceuticals group also negatively impacted performance. In financials, the Fund’s picks in real estate investment trust stocks did not keep pace with comparable names in the Index, while an underweighting in that sector also detracted.


Total Return Performance
10/31/09 — 10/31/10

Class A³	24.12	%
Class B³	23.17
Class C³	23.10
S&P MidCap 400 Index²	27.64
Lipper Mid-Cap Core Funds Average²	23.82

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


¹		The Fund currently invests in a separate 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.

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. 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. Absent an allocation of certain expenses to the administrator of the Fund and the sub-adviser of the Portfolio, the returns would be lower.

Eaton Vance Tax-Managed Mid-Cap Core Fund as of October 31, 2010

MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE

•		Upside support came from favorable security selection in the consumer staples, consumer discretionary and energy sectors, with further boosts from the Fund’s stock picks in the commercial banks, communications equipment, and energy equipment and services industries. Within the consumer discretionary sector, the Fund benefited from security selection in internet & catalog retail and auto components.

•		At the end of the fiscal year, the Fund’s holdings were broadly diversified across nine of the 10 economic sectors that compose the Index. The Fund had no exposure to the telecommunication services sector, which represented less than 1% of the market capitalization of the Index during the period. In making investment decisions, the portfolio manager balances investment and tax considerations in seeking to build and maintain a portfolio of mid-cap stocks that he believes will perform well over the long term on an after-tax basis. Using a combination of growth and value disciplines, management emphasizes higher-quality companies whose stocks are considered to trade at attractive valuations relative to earnings or cash flow per share.

Portfolio Composition


Top 10 Holdings¹

By net assets

Netflix, Inc.	3.3	%
AMETEK, Inc.	3.0
Affiliated Managers Group, Inc.	3.0
F5 Networks, Inc.	2.6
IDEX Corp.	2.5
Denbury Resources, Inc.	2.3
Donaldson Co., Inc.	2.2
O’Reilly Automotive, Inc.	2.1
BorgWarner, Inc.	2.1
FMC Technologies, Inc.	2.1


¹		Top 10 Holdings represented 25.2% of the Portfolio’s net assets as of 10/31/10.

Sector Weightings²

By net assets


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

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.

Eaton Vance Tax-Managed Mid-Cap Core Fund as of October 31, 2010

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, an unmanaged index of 400 U.S. mid-cap stocks. 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 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		24.12	%		23.17	%		23.10	%
Five Years		5.78			5.02			4.99
Life of Fund^†		5.86			5.08			5.07
SEC Average Annual Total Returns (including sales charge or applicable CDSC)


One Year		16.96	%		18.17	%		22.10	%
Five Years		4.55			4.69			4.99
Life of Fund^†		5.14			5.08			5.07


^†		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 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. 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		1.91	%		2.66	%		2.66	%
Net Expense Ratio		1.60			2.35			2.35


²		Source: Prospectus dated 3/1/10. Net Expense Ratio reflects a contractual expense reimbursement that continues through February 28, 2011. Thereafter, the expense reimbursement may be changed or terminated at any time. Without this expense reimbursement, performance would have been lower.

*		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 $15,368 and $15,345, respectively, on 10/31/10. 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.

Eaton Vance Tax-Managed Mid-Cap Core Fund as of October 31, 2010

FUND PERFORMANCE

Average Annual Total Returns

(For the periods ended October 31, 2010)

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


	One Year			Five Years			Life of Fund
Return Before Taxes		24.12	%		5.78	%		5.86	%
Return After Taxes on Distributions		24.12			5.39			5.63
Return After Taxes on Distributions and Sale of Fund Shares		15.68			4.97			5.11

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


	One Year			Five Years			Life of Fund
Return Before Taxes		16.96	%		4.55	%		5.14	%
Return After Taxes on Distributions		16.96			4.16			4.91
Return After Taxes on Distributions and Sale of Fund Shares		11.03			3.89			4.47

Average Annual Total Returns

(For the periods ended October 31, 2010)

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


	One Year			Five Years			Life of Fund
Return Before Taxes		23.10	%		4.99	%		5.07	%
Return After Taxes on Distributions		23.10			4.58			4.83
Return After Taxes on Distributions and Sale of Fund Shares		15.01			4.28			4.41

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


	One Year			Five Years			Life of Fund
Return Before Taxes		22.10	%		4.99	%		5.07	%
Return After Taxes on Distributions		22.10			4.58			4.83
Return After Taxes on Distributions and Sale of Fund Shares		14.36			4.28			4.41

Average Annual Total Returns

(For the periods ended October 31, 2010)

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


	One Year			Five Years			Life of Fund
Return Before Taxes		23.17	%		5.02	%		5.08	%
Return After Taxes on Distributions		23.17			4.61			4.85
Return After Taxes on Distributions and Sale of Fund Shares		15.06			4.31			4.42

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


	One Year			Five Years			Life of Fund
Return Before Taxes		18.17	%		4.69	%		5.08	%
Return After Taxes on Distributions		18.17			4.27			4.85
Return After Taxes on Distributions and Sale of Fund Shares		11.81			4.02			4.42

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.

Eaton Vance Tax-Managed Mid-Cap Core Fund as of October 31, 2010

FUND EXPENSES

Eaton Vance Tax-Managed Mid-Cap Core Fund


	Beginning Account Value		Ending Account Value		Expenses Paid During Period*
	(5/1/10)		(10/31/10)		(5/1/10 – 10/31/10)


Actual
Class A		$1,000.00		$1,019.80		$8.15	**
Class B		$1,000.00		$1,016.60		$11.94	**
Class C		$1,000.00		$1,016.70		$11.95	**





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, 2010. The Example reflects expenses of both the Fund and the Portfolio.

	**	Absent an allocation of certain expenses to affiliates, the expenses would be higher.

Eaton Vance Tax-Managed Mid-Cap Core Fund as of October 31, 2010

FINANCIAL STATEMENTS

Statement of Assets and Liabilities


As of October 31, 2010

Assets

Investment in Tax-Managed Mid-Cap Core Portfolio, at value (identified cost, $34,303,749)	$	45,700,645
Receivable for Fund shares sold		90,036


Total assets	$	45,790,681





Liabilities

Payable for Fund shares redeemed	$	81,834
Payable to affiliates:
Distribution and service fees		15,930
Administration fee		5,637
Trustees’ fees		42
Due to adviser		3,000
Accrued expenses		36,975


Total liabilities	$	143,418


Net Assets	$	45,647,263





Sources of Net Assets

Paid-in capital	$	34,080,732
Accumulated net realized gain from Portfolio		207,999
Accumulated net investment loss		(38,364	)
Net unrealized appreciation from Portfolio		11,396,896


Total	$	45,647,263





Class A Shares

Net Assets	$	35,125,243
Shares Outstanding		2,436,789
Net Asset Value and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	14.41
Maximum Offering Price Per Share
(100 ¸ 94.25 of net asset value per share)	$	15.29





Class B Shares

Net Assets	$	3,326,737
Shares Outstanding		247,419
Net Asset Value and Offering Price Per Share*
(net assets ¸ shares of beneficial interest outstanding)	$	13.45





Class C Shares

Net Assets	$	7,195,283
Shares Outstanding		535,618
Net Asset Value and Offering Price Per Share*
(net assets ¸ shares of beneficial interest outstanding)	$	13.43

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, 2010

Investment Income

Dividends allocated from Portfolio	$	454,109
Expenses allocated from Portfolio		(366,750	)


Total investment income from Portfolio	$	87,359





Expenses

Administration fee	$	59,777
Distribution and service fees
Class A		74,538
Class B		31,731
Class C		68,634
Trustees’ fees and expenses		500
Custodian fee		9,710
Transfer and dividend disbursing agent fees		46,468
Legal and accounting services		19,564
Printing and postage		16,420
Registration fees		42,004
Miscellaneous		10,813


Total expenses	$	380,159


Deduct —
Allocation of expenses to affiliates	$	34,050


Total expense reductions	$	34,050



Net expenses	$	346,109



Net investment loss	$	(258,750	)





Realized and Unrealized Gain (Loss) from Portfolio

Net realized gain (loss) —
Investment transactions	$	1,803,721
Capital gain distributions received		32,741



Net realized gain	$	1,836,462


Change in unrealized appreciation (depreciation) —
Investments	$	6,991,663



Net change in unrealized appreciation (depreciation)	$	6,991,663



Net realized and unrealized gain	$	8,828,125



Net increase in net assets from operations	$	8,569,375

See notes to financial statements

Eaton Vance Tax-Managed Mid-Cap Core Fund as of October 31, 2010

FINANCIAL STATEMENTS CONT’D

Statements of Changes in Net Assets


Increase (Decrease)	Year Ended			Year Ended
in Net Assets	October 31, 2010			October 31, 2009

From operations —
Net investment loss	$	(258,750	)	$	(91,112	)
Net realized gain (loss) from investment transactions and capital gain distributions received		1,836,462			(910,122	)
Net change in unrealized appreciation (depreciation) from investments		6,991,663			5,278,128


Net increase in net assets from operations	$	8,569,375		$	4,276,894


Transactions in shares of beneficial interest —
Proceeds from sale of shares
Class A	$	12,426,937		$	11,645,974
Class B		789,675			425,147
Class C		1,213,807			1,849,222
Cost of shares redeemed
Class A		(9,399,726	)		(6,358,841	)
Class B		(426,149	)		(667,020	)
Class C		(1,969,717	)		(1,513,454	)
Net asset value of shares exchanged
Class A		795,952			354,651
Class B		(795,952	)		(354,651	)


Net increase in net assets from Fund share transactions	$	2,634,827		$	5,381,028



Net increase in net assets	$	11,204,202		$	9,657,922





Net Assets

At beginning of year	$	34,443,061		$	24,785,139


At end of year	$	45,647,263		$	34,443,061





Accumulated net investment loss included in net assets

At end of year	$	(38,364	)	$	(40,554	)

See notes to financial statements

Eaton Vance Tax-Managed Mid-Cap Core Fund as of October 31, 2010

FINANCIAL STATEMENTS CONT’D

Financial Highlights


	Class A

	Year Ended October 31,

	2010			2009			2008			2007			2006

Net asset value — Beginning of year	$	11.610		$	9.910		$	15.400		$	13.890		$	12.360





Income (Loss) From Operations

Net investment loss⁽¹⁾	$	(0.060	)	$	(0.012	)	$	(0.035	)	$	(0.049	)	$	(0.067	)
Net realized and unrealized gain (loss)		2.860			1.712			(4.430	)		2.299			1.663


Total income (loss) from operations	$	2.800		$	1.700		$	(4.465	)	$	2.250		$	1.596





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	$	14.410		$	11.610		$	9.910		$	15.400		$	13.890



Total Return⁽²⁾		24.12	%		17.15	%		(31.02	)%		16.93	%		12.96	%





Ratios/Supplemental Data

Net assets, end of year (000’s omitted)	$	35,125		$	24,813		$	16,196		$	24,406		$	17,718
Ratios (as a percentage of average daily net assets):
Expenses^(3)(4)(5)		1.60	%		1.60	%		1.60	%		1.64	%		1.70	%
Net investment loss		(0.46	)%		(0.11	)%		(0.26	)%		(0.34	)%		(0.50	)%
Portfolio Turnover of the Portfolio		33	%		42	%		40	%		38	%		55	%


(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 0.09%, 0.31%, 0.06%, 0.07% and 0.07% of average daily net assets for the years ended October 31, 2010, 2009, 2008, 2007 and 2006, 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.

(5)		Excludes the effect of custody fee credits, if any, of less than 0.005%.

See notes to financial statements

Eaton Vance Tax-Managed Mid-Cap Core Fund as of October 31, 2010

FINANCIAL STATEMENTS CONT’D

Financial Highlights


	Class B

	Year Ended October 31,

	2010			2009			2008			2007			2006

Net asset value — Beginning of year	$	10.920		$	9.380		$	14.740		$	13.420		$	12.030





Income (Loss) From Operations

Net investment loss⁽¹⁾	$	(0.146	)	$	(0.075	)	$	(0.127	)	$	(0.151	)	$	(0.161	)
Net realized and unrealized gain (loss)		2.676			1.615			(4.208	)		2.211			1.617


Total income (loss) from operations	$	2.530		$	1.540		$	(4.335	)	$	2.060		$	1.456





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	$	13.450		$	10.920		$	9.380		$	14.740		$	13.420



Total Return⁽²⁾		23.17	%		16.42	%		(31.56	)%		16.07	%		12.15	%





Ratios/Supplemental Data

Net assets, end of year (000’s omitted)	$	3,327		$	3,102		$	3,316		$	5,950		$	6,577
Ratios (as a percentage of average daily net assets):
Expenses^(3)(4)(5)		2.35	%		2.35	%		2.35	%		2.39	%		2.45	%
Net investment loss		(1.21	)%		(0.80	)%		(1.01	)%		(1.08	)%		(1.25	)%
Portfolio Turnover of the Portfolio		33	%		42	%		40	%		38	%		55	%


(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 0.09%, 0.31%, 0.06%, 0.07% and 0.07% of average daily net assets for the years ended October 31, 2010, 2009, 2008, 2007 and 2006, 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.

(5)		Excludes the effect of custody fee credits, if any, of less than 0.005%.

See notes to financial statements

Eaton Vance Tax-Managed Mid-Cap Core Fund as of October 31, 2010

FINANCIAL STATEMENTS CONT’D

Financial Highlights


	Class C

	Year Ended October 31,

	2010			2009			2008			2007			2006

Net asset value — Beginning of year	$	10.910		$	9.370		$	14.740		$	13.420		$	12.030





Income (Loss) From Operations

Net investment loss⁽¹⁾	$	(0.145	)	$	(0.080	)	$	(0.127	)	$	(0.151	)	$	(0.161	)
Net realized and unrealized gain (loss)		2.665			1.620			(4.218	)		2.211			1.617


Total income (loss) from operations	$	2.520		$	1.540		$	(4.345	)	$	2.060		$	1.456





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	$	13.430		$	10.910		$	9.370		$	14.740		$	13.420



Total Return⁽²⁾		23.10	%		16.44	%		(31.63	)%		16.07	%		12.15	%





Ratios/Supplemental Data

Net assets, end of year (000’s omitted)	$	7,195		$	6,528		$	5,273		$	8,735		$	7,051
Ratios (as a percentage of average daily net assets):
Expenses^(3)(4)(5)		2.35	%		2.35	%		2.35	%		2.39	%		2.45	%
Net investment loss		(1.20	)%		(0.84	)%		(1.02	)%		(1.08	)%		(1.25	)%
Portfolio Turnover of the Portfolio		33	%		42	%		40	%		38	%		55	%


(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 0.09%, 0.31%, 0.06%, 0.07% and 0.07% of average daily net assets for the years ended October 31, 2010, 2009, 2008, 2007 and 2006, 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.

(5)		Excludes the effect of custody fee credits, if any, of less than 0.005%.

See notes to financial statements

Eaton Vance Tax-Managed Mid-Cap Core Fund as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS

1 Significant 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 Massachusetts business 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 (57.1% at October 31, 2010). 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 Investment 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.

During the year ended October 31, 2010, a capital loss carryforward of $1,631,301 was utilized to offset net realized gains by the Fund.

Eaton Vance Tax-Managed Mid-Cap Core Fund as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS CONT’D

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

2 Distributions to Shareholders

During the year ended October 31, 2010, accumulated net realized gain was increased by $11,141, accumulated net investment loss was decreased by $260,940 and paid-in capital was decreased by $272,081 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, 2010, the components of distributable earnings (accumulated losses) and unrealized appreciation (depreciation) on a tax basis were as follows:


Undistributed long-term capital gains	$	191,300
Net unrealized appreciation	$	11,375,231

3 Transactions 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, 2010, the administration fee amounted to $59,777. 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 February 28, 2011. Pursuant to this agreement, EVM and Atlanta Capital were allocated $10,641 and $23,409, respectively, of the Fund’s operating expenses for the year ended October 31, 2010. 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, 2010, EVM earned $2,698 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 $8,026 as its portion of the sales charge on sales of Class A shares for the year ended October 31, 2010. 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).

4 Distribution Plans

Eaton Vance Tax-Managed Mid-Cap Core Fund as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS CONT’D

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, 2010, the Fund paid or accrued to EVD $23,798 and $51,476 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, 2010, the amounts of Uncovered Distribution Charges of EVD calculated under the Class B and Class C Plans were approximately $63,000 and $552,000, 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, 2010 amounted to $7,933 and $17,158 for Class B and Class C shares, respectively.

5 Contingent 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, 2010, the Fund was informed that EVD received approximately $1,000 and $300 of CDSCs paid by Class B and Class C shareholders, respectively, and no CDSCs paid by Class A shareholders.

6 Investment Transactions

For the year ended October 31, 2010, increases and decreases in the Fund’s investment in the Portfolio aggregated $8,685,650 and $6,107,297, respectively.

7 Shares of Beneficial Interest


	Year Ended October 31,
Class A	2010			2009

Sales		960,667			1,154,432
Redemptions		(720,756	)		(690,775	)
Exchange from Class B shares		60,603			37,557


Net increase		300,514			501,214




	Year Ended October 31,
Class B	2010			2009

Sales		63,307			45,335
Redemptions		(35,298	)		(74,867	)
Exchange to Class A shares		(64,788	)		(39,795	)


Net decrease		(36,779	)		(69,327	)




	Year Ended October 31,
Class C	2010			2009

Sales		98,682			201,231
Redemptions		(161,673	)		(165,286	)


Net increase (decrease)		(62,991	)		35,945

Eaton Vance Tax-Managed Mid-Cap Core Fund as of October 31, 2010

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, 2010, 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, 2010, 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, 2010

Eaton Vance Tax-Managed Mid-Cap Core Fund as of October 31, 2010

FEDERAL TAX INFORMATION (Unaudited)

Shareholders are advised to consult their own tax adviser with respect to the tax consequences of their investment in the Fund.

Tax-Managed Mid-Cap Core Portfolio as of October 31, 2010

PORTFOLIO OF INVESTMENTS


Common Stocks — 99.2%

Security	Shares		Value



Auto Components — 2.1%

BorgWarner, Inc.⁽¹⁾		30,000	$	1,683,300


			$	1,683,300




Beverages — 1.2%

Hansen Natural Corp.⁽¹⁾		18,000	$	921,780


			$	921,780




Capital Markets — 5.9%

Affiliated Managers Group, Inc.⁽¹⁾		27,600	$	2,362,836
Greenhill & Co., Inc.		18,000		1,398,060
SEI Investments Co.		45,000		996,750


			$	4,757,646




Chemicals — 1.2%

RPM International, Inc.		47,000	$	973,370


			$	973,370




Commercial Banks — 5.2%

City National Corp.		25,500	$	1,315,035
Cullen/Frost Bankers, Inc.		18,000		943,920
Trustmark Corp.		60,000		1,325,400
Umpqua Holdings Corp.		49,900		548,900


			$	4,133,255




Communications Equipment — 2.6%

F5 Networks, Inc.⁽¹⁾		18,000	$	2,118,600


			$	2,118,600




Construction & Engineering — 0.9%

Jacobs Engineering Group, Inc.⁽¹⁾		19,000	$	733,590


			$	733,590




Construction Materials — 0.6%

Martin Marietta Materials, Inc.		6,000	$	482,880


			$	482,880



Containers & Packaging — 3.2%

Rock-Tenn Co., Class A		18,000	$	1,023,300
Sonoco Products Co.		46,200		1,547,700


			$	2,571,000




Electric Utilities — 1.2%

DPL, Inc.		38,300	$	999,630


			$	999,630




Electrical Equipment — 3.0%

AMETEK, Inc.		45,000	$	2,432,250


			$	2,432,250




Electronic Equipment, Instruments & Components — 4.4%

Amphenol Corp., Class A		25,600	$	1,283,328
FLIR Systems, Inc.⁽¹⁾		45,000		1,252,800
National Instruments Corp.		28,000		974,120


			$	3,510,248




Energy Equipment & Services — 3.5%

FMC Technologies, Inc.⁽¹⁾		23,000	$	1,658,300
Oceaneering International, Inc.⁽¹⁾		19,000		1,175,530


			$	2,833,830




Food & Staples Retailing — 0.8%

Ruddick Corp.		19,000	$	663,100


			$	663,100




Food Products — 0.7%

Diamond Foods, Inc.		12,000	$	530,400


			$	530,400




Gas Utilities — 2.7%

AGL Resources, Inc.		23,600	$	926,536
National Fuel Gas Co.		22,500		1,241,550


			$	2,168,086




Health Care Equipment & Supplies — 2.6%

DENTSPLY International, Inc.		37,800	$	1,186,542
Varian Medical Systems, Inc.⁽¹⁾		14,000		885,080


			$	2,071,622

See notes to financial statements

Tax-Managed Mid-Cap Core Portfolio as of October 31, 2010

PORTFOLIO OF INVESTMENTS CONT’D


Security	Shares		Value



Health Care Providers & Services — 2.8%

Henry Schein, Inc.⁽¹⁾		21,000	$	1,179,150
Universal Health Services, Inc., Class B		25,000		1,031,750


			$	2,210,900




Health Care Technology — 0.6%

Allscripts Healthcare Solutions, Inc.⁽¹⁾		25,000	$	477,250


			$	477,250




Household Durables — 1.1%

Mohawk Industries, Inc.⁽¹⁾		15,400	$	883,036


			$	883,036




Household Products — 0.3%

Church & Dwight Co., Inc.		4,000	$	263,400


			$	263,400




Insurance — 4.1%

Arthur J. Gallagher & Co.		40,000	$	1,126,400
HCC Insurance Holdings, Inc.		40,000		1,059,200
Markel Corp.⁽¹⁾		3,200		1,072,064


			$	3,257,664




Internet & Catalog Retail — 3.3%

Netflix, Inc.⁽¹⁾		15,300	$	2,654,550


			$	2,654,550




Internet Software & Services — 2.0%

GSI Commerce, Inc.⁽¹⁾		30,000	$	732,600
MercadoLibre, Inc.⁽¹⁾		13,000		859,690


			$	1,592,290




Life Sciences Tools & Services — 3.3%

Bio-Rad Laboratories, Inc., Class A⁽¹⁾		13,000	$	1,178,060
Mettler-Toledo International, Inc.⁽¹⁾		11,200		1,462,272


			$	2,640,332




Machinery — 7.8%

Donaldson Co., Inc.		36,000	$	1,753,920
Graco, Inc.		34,000		1,169,940
IDEX Corp.		55,000		1,984,400
Snap-On, Inc.		10,000		510,000
Valmont Industries, Inc.		10,000		788,500


			$	6,206,760




Media — 1.4%

Morningstar, Inc.⁽¹⁾		23,000	$	1,122,860


			$	1,122,860




Metals & Mining — 1.2%

Cliffs Natural Resources, Inc.		15,000	$	978,000


			$	978,000




Multi-Utilities — 1.9%

OGE Energy Corp.		34,000	$	1,501,440


			$	1,501,440




Multiline Retail — 1.7%

Dollar Tree, Inc.⁽¹⁾		26,000	$	1,334,060


			$	1,334,060




Oil, Gas & Consumable Fuels — 5.0%

Arch Coal, Inc.		30,000	$	737,700
Denbury Resources, Inc.⁽¹⁾		110,000		1,872,200
Newfield Exploration Co.⁽¹⁾		24,000		1,430,880


			$	4,040,780




Personal Products — 0.2%

Alberto-Culver Co.		5,000	$	186,450


			$	186,450




Pharmaceuticals — 1.6%

Mylan, Inc.⁽¹⁾		65,000	$	1,320,800


			$	1,320,800




Professional Services — 0.7%

FTI Consulting, Inc.⁽¹⁾		15,000	$	531,900


			$	531,900

See notes to financial statements

Tax-Managed Mid-Cap Core Portfolio as of October 31, 2010

PORTFOLIO OF INVESTMENTS CONT’D


Security	Shares		Value



Real Estate Investment Trusts (REITs) — 3.5%

Health Care REIT, Inc.		27,000	$	1,379,700
Rayonier, Inc.		28,000		1,461,600


			$	2,841,300




Road & Rail — 1.1%

J.B. Hunt Transport Services, Inc.		25,000	$	899,000


			$	899,000




Semiconductors & Semiconductor Equipment — 2.2%

Cree, Inc.⁽¹⁾		8,000	$	410,320
Microchip Technology, Inc.		41,050		1,320,989


			$	1,731,309




Software — 4.7%

ANSYS, Inc.⁽¹⁾		31,200	$	1,411,800
Fair Isaac Corp.		35,100		843,804
Jack Henry & Associates, Inc.		55,200		1,499,232


			$	3,754,836




Specialty Retail — 4.0%

J. Crew Group, Inc.⁽¹⁾		17,000	$	543,830
O’Reilly Automotive, Inc.⁽¹⁾		29,000		1,696,500
Ross Stores, Inc.		16,000		943,840


			$	3,184,170




Textiles, Apparel & Luxury Goods — 1.6%

Columbia Sportswear Co.		24,000	$	1,254,000


			$	1,254,000




Trading Companies & Distributors — 1.3%

Aircastle, Ltd.		110,000	$	1,013,100


			$	1,013,100



Total Common Stocks — 99.2%
(identified cost $56,447,049)			$	79,464,774



Other Assets, Less Liabilities — 0.8%			$	618,156



Net Assets — 100.0%			$	80,082,930

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

Tax-Managed Mid-Cap Core Portfolio as of October 31, 2010

FINANCIAL STATEMENTS

Statement of Assets and Liabilities


As of October 31, 2010

Assets

Investments, at value (identified cost, $56,447,049)	$	79,464,774
Cash		828,056
Dividends receivable		7,250


Total assets	$	80,300,080





Liabilities

Payable for investments purchased	$	113,376
Payable to affiliates:
Investment adviser fee		53,040
Trustees’ fees		257
Accrued expenses		50,477


Total liabilities	$	217,150


Net Assets applicable to investors’ interest in Portfolio	$	80,082,930





Sources of Net Assets

Net proceeds from capital contributions and withdrawals	$	57,065,205
Net unrealized appreciation		23,017,725


Total	$	80,082,930

Statement of Operations


For the Year Ended
October 31, 2010

Investment Income

Dividends	$	867,817


Total investment income	$	867,817





Expenses

Investment adviser fee	$	607,269
Trustees’ fees and expenses		3,060
Custodian fee		56,241
Legal and accounting services		30,398
Miscellaneous		4,381


Total expenses	$	701,349


Deduct —
Waiver of investment adviser fee	$	3,240
Reduction of custodian fee		449


Total expense reductions	$	3,689



Net expenses	$	697,660



Net investment income	$	170,157





Realized and Unrealized Gain (Loss)

Net realized gain (loss) —
Investment transactions	$	3,952,500
Capital gain distributions received		62,570


Net realized gain	$	4,015,070


Change in unrealized appreciation (depreciation) — Investments	$	12,532,361


Net change in unrealized appreciation (depreciation)	$	12,532,361



Net realized and unrealized gain	$	16,547,431



Net increase in net assets from operations	$	16,717,588

See notes to financial statements

Tax-Managed Mid-Cap Core Portfolio as of October 31, 2010

FINANCIAL STATEMENTS CONT’D

Statements of Changes in Net Assets


Increase (Decrease)	Year Ended			Year Ended
in Net Assets	October 31, 2010			October 31, 2009

From operations —
Net investment income	$	170,157		$	378,805
Net realized gain (loss) from investment transactions and capital gain distributions received		4,015,070			(2,322,989	)
Net change in unrealized appreciation (depreciation) from investments		12,532,361			11,180,220


Net increase in net assets from operations	$	16,717,588		$	9,236,036


Capital transactions —
Contributions	$	8,707,535		$	12,472,841
Withdrawals		(14,867,766	)		(21,598,240	)


Net decrease in net assets from capital transactions	$	(6,160,231	)	$	(9,125,399	)



Net increase in net assets	$	10,557,357		$	110,637





Net Assets

At beginning of year	$	69,525,573		$	69,414,936


At end of year	$	80,082,930		$	69,525,573

See notes to financial statements

Tax-Managed Mid-Cap Core Portfolio as of October 31, 2010

FINANCIAL STATEMENTS CONT’D

Supplementary Data


	Year Ended October 31,

	2010			2009			2008			2007			2006



Ratios/Supplemental Data

Ratios (as a percentage of average daily net assets):
Expenses⁽¹⁾⁽²⁾		0.92	%		0.93	%		0.90	%		0.90	%		0.91	%
Net investment income		0.22	%		0.61	%		0.44	%		0.41	%		0.29	%
Portfolio Turnover		33	%		42	%		40	%		38	%		55	%


Total Return		24.95	%		17.93	%		(30.51	)%		17.79	%		13.85	%



Net assets, end of year (000’s omitted)	$	80,083		$	69,526		$	69,415		$	110,165		$	97,877


(1)		The investment adviser waived a portion of its investment adviser fee (equal to less than 0.01%, 0.01%, 0.01%, less than 0.01% and less than 0.01% of average daily net assets for the years ended October 31, 2010, 2009, 2008, 2007 and 2006, respectively). A portion of the waiver was borne by the sub-adviser. Absent this waiver, total return would be lower.

(2)		Excludes the effect of custody fee credits, if any, of less than 0.005%.

See notes to financial statements

Tax-Managed Mid-Cap Core Portfolio as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS

1 Significant Accounting Policies

Tax-Managed Mid-Cap Core Portfolio (the Portfolio) is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as a diversified, open-end management investment company. The Portfolio’s investment objective is to achieve long-term, after-tax returns by investing in a diversified portfolio of common stocks of mid-cap companies. The Declaration of Trust permits the Trustees to issue interests in the Portfolio. At October 31, 2010, Eaton Vance Tax-Managed Mid-Cap Core Fund and Eaton Vance Tax-Managed Equity Asset Allocation Fund held an interest of 57.1% and 42.9%, 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.

C Income — Dividend income is recorded on the ex-dividend date for dividends received in cash and/or securities.

Tax-Managed Mid-Cap Core Portfolio as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS CONT’D

2 Investment Adviser Fee and Other Transactions with Affiliates

The investment adviser fee is earned by Boston Management and Research (BMR), a subsidiary of Eaton Vance Management (EVM), as compensation for management and investment advisory services rendered to the Portfolio. The fee is computed at an annual rate of 0.80% of the Portfolio’s average daily net assets up to $500 million, and is payable monthly. On net assets of $500 and over, the annual fee is reduced. 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, 2010, the investment adviser fee was 0.80% of the Portfolio’s average daily net assets and amounted to $607,269. 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, 2010, BMR waived $3,240 of its investment adviser fee. Atlanta Capital, in turn, waived $3,240 of its sub-advisory fee.

3 Purchases and Sales of Investments

Purchases and sales of investments, other than short-term obligations, aggregated $24,387,077 and $29,943,382, respectively, for the year ended October 31, 2010.

4 Federal Income Tax Basis of Investments

The cost and unrealized appreciation (depreciation) of investments of the Portfolio at October 31, 2010, as determined on a federal income tax basis, were as follows:


Aggregate cost	$	56,558,134


Gross unrealized appreciation	$	23,140,706
Gross unrealized depreciation		(234,066	)


Net unrealized appreciation	$	22,906,640

5 Line of Credit

6 Fair Value Measurements


	•	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)

Tax-Managed Mid-Cap Core Portfolio as of October 31, 2010

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, 2010, the inputs used in valuing the Portfolio’s investments, which are carried at value, were as follows:

Quoted

Prices in

Active

Significant

Markets for

Other

Significant

Identical

Observable

Unobservable

Assets

Inputs

Asset Description

(Level 1)

(Level 2)

(Level 3)

Total

Common Stocks

79,464,774

—

79,464,774

Total Investments

79,464,774

—

79,464,774

The level classification by major category of investments is the same as the category presentation in the Portfolio of Investments.

The Portfolio held no investments or other financial instruments as of October 31, 2009 whose fair value was determined using Level 3 inputs.

Tax-Managed Mid-Cap Core Portfolio as of October 31, 2010

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”) as of October 31, 2010, 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, 2010, 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 Mid-Cap Core Portfolio as of October 31, 2010, 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, 2010

Eaton Vance Tax-Managed Mid-Cap Core Fund

BOARD OF TRUSTEES’ CONTRACT APPROVAL

Overview of the Contract Review Process

Information about Fees, Performance and Expenses


	•	An independent report comparing the advisory and related fees paid by each fund with fees paid by comparable funds;
	•	An independent report comparing each fund’s total expense ratio and its components to comparable funds;
	•	An independent report comparing the investment performance of each fund (including yield where relevant) to the investment performance of comparable funds over various time periods;
	•	Data regarding investment performance in comparison to relevant peer groups of similarly managed funds and appropriate indices;
	•	For each fund, comparative information concerning the fees charged and the services provided by each adviser in managing other mutual funds and institutional accounts using investment strategies and techniques similar to those used in managing such fund;
	•	Profitability analyses for each adviser with respect to each fund;

Information about Portfolio Management


	•	Descriptions of the investment management services provided to each fund, including the investment strategies and processes employed, and any changes in portfolio management processes and personnel;
	•	Information concerning the allocation of brokerage and the benefits received by each adviser as a result of brokerage allocation, including information concerning the acquisition of research through “soft dollar” benefits received in connection with the funds’ brokerage, and the implementation of a soft dollar reimbursement program established with respect to the funds;
	•	Data relating to portfolio turnover rates of each fund;
	•	The procedures and processes used to determine the fair value of fund assets and actions taken to monitor and test the effectiveness of such procedures and processes;

Information about each Adviser


	•	Reports detailing the financial results and condition of each adviser;
	•	Descriptions of the qualifications, education and experience of the individual investment professionals whose responsibilities include portfolio management and investment research for the funds, and information relating to their compensation and responsibilities with respect to managing other mutual funds and investment accounts;
	•	Copies of the Codes of Ethics of each adviser and its affiliates, together with information relating to compliance with and the administration of such codes;
	•	Copies of or descriptions of each adviser’s policies and procedures relating to proxy voting, the handling of corporate actions and class actions;
	•	Information concerning the resources devoted to compliance efforts undertaken by each adviser and its affiliates on behalf of the funds (including descriptions of various compliance programs) and their record of compliance with investment policies and restrictions, including policies with respect to market-timing, late trading and selective portfolio disclosure, and with policies on personal securities transactions;
	•	Descriptions of the business continuity and disaster recovery plans of each adviser and its affiliates;
	•	A description of Eaton Vance Management’s procedures for overseeing third party advisers and sub-advisers;

Other Relevant Information


	•	Information concerning the nature, cost and character of the administrative and other non-investment management services provided by Eaton Vance Management and its affiliates;
	•	Information concerning management of the relationship with the custodian, subcustodians and fund accountants by each adviser or the funds’ administrator; and
	•	The terms of each advisory agreement.

Eaton Vance Tax-Managed Mid-Cap Core Fund

BOARD OF TRUSTEES’ CONTRACT APPROVAL CONT’D

Results of the Process

Nature, Extent and Quality of Services

The Board considered the Adviser’s and the Sub-adviser’s management capabilities and investment process with respect to the types of investments held by the Portfolio, including the education, experience and number of its investment professionals and other personnel who provide portfolio management, investment research, and similar services to the Portfolio, including recent changes to such personnel. The Board specifically noted the Adviser’s in-house equity research capabilities. With respect to the Adviser, the Board considered the Adviser’s responsibilities supervising the Sub-adviser. The Board also took into account the resources dedicated to portfolio management and other services, including the compensation methods to recruit and retain investment personnel, and the time and attention devoted to the Portfolio by senior management. With respect to the Sub-adviser, the Board took into account the resources available to the Sub-adviser in fulfilling its duties under the sub-advisory agreement and the Sub-adviser’s experience in managing equity portfolios.

Eaton Vance Tax-Managed Mid-Cap Core Fund

BOARD OF TRUSTEES’ CONTRACT APPROVAL CONT’D

Fund Performance

The Board compared the Fund’s investment performance to a relevant universe of similarly managed funds identified by an independent data provider and appropriate benchmark indices. The Board reviewed comparative performance data for the one-, three- and five-year periods ended September 30, 2009 for the Fund. The Board concluded that the performance of the Fund was satisfactory.

Management Fees and Expenses

The Board reviewed contractual investment advisory fee rates, including any administrative fee rates, payable by the Portfolio and the Fund (referred to collectively as “management fees”). As part of its review, the Board considered the management fees and the Fund’s total expense ratio for the year ended September 30, 2009, as compared to a group of similarly managed funds selected by an independent data provider. The Board also considered factors that had an impact on Fund expense ratios, as identified by management in response to inquiries from the Contract Review Committee, as well as actions being taken to reduce expenses at the fund complex level. The Board noted the fact that the Administrator waived fees and/or paid expenses for the Fund. The Board also considered management’s proposals to take steps to address the longer-term prospects of the Fund.

Profitability

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

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

Economies of Scale

In reviewing management fees and profitability, the Board also considered the extent to which the Adviser and its affiliates, on the one hand, and the Fund and the Portfolio, on the other hand, can expect to realize benefits from economies of scale as the assets of the Fund and the Portfolio increase. The Board acknowledged the difficulty in accurately measuring the benefits resulting from the economies of scale with respect to the management of any specific fund or group of funds. The Board reviewed data summarizing the increases and decreases in the assets of the Fund and of all Eaton Vance Funds as a group over various time periods, and evaluated the extent to which the total expense ratio of the Fund and the profitability of the Adviser and its affiliates may have been affected by such increases or decreases. Based upon the foregoing, the Board concluded that the benefits from economies of scale are currently being shared equitably by the Adviser and its affiliates and the Fund. The Board also concluded that, assuming reasonably foreseeable increases in the assets of the Portfolio, the structure of the advisory fee, which includes breakpoints at several asset levels, can be expected to cause the Adviser and its affiliates and the Fund to continue to share such benefits equitably.

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

Principal Occupation(s)

in Fund Complex

Name and

Trust and

Length of

During Past Five Years and

Overseen By

Other Directorships Held

Year of Birth

the Portfolio

Service

Other Relevant Experience

Trustee⁽¹⁾

During the Last Five Years⁽²⁾

Interested Trustee

Thomas E. Faust Jr.
1958

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

184

Director of EVC.

Noninterested Trustees

Benjamin C. Esty
1963

Trustee

Since 2005

Roy and Elizabeth Simmons Professor of Business Administration and Finance Unit Head, Harvard University Graduate School of Business Administration.

184

None

Allen R. Freedman
1940

Trustee

Since 2007

184

Director of Assurant, Inc. (insurance provider) and Stonemor Partners, L.P. (owner and operator of cemeteries).

William H. Park
1947

Trustee

Since 2003

184

None

Ronald A. Pearlman
1940

Trustee

Since 2003

184

None

Eaton Vance Tax-Managed Mid-Cap Core Fund

MANAGEMENT AND ORGANIZATION CONT’D

Position(s)

Term of

Number of Portfolios

with the

Office and

Principal Occupation(s)

in Fund Complex

Name and

Trust and

Length of

During Past Five Years and

Overseen By

Other Directorships Held

Year of Birth

the Portfolio

Service

Other Relevant Experience

Trustee⁽¹⁾

During the Last Five Years⁽²⁾

Noninterested Trustees (continued)

Helen Frame Peters
1948

Trustee

Since 2008

184

Lynn A. Stout
1957

Trustee

Of the Trust since 1998 and of the Portfolio since 2001

184

None

Ralph F. Verni
1943

Chairman of
the Board
and Trustee

Chairman of the Board since 2007 and Trustee since 2005

184

None

Principal Officers who are not Trustees


	Position(s)	Term of
	with the	Office and
Name and	Trust and	Length of	Principal Occupation(s)
Year of Birth	the Portfolio	Service	During Past Five Years


William H. Ahern, Jr. 1959	Vice President of the Trust	Since 1995	Vice President of EVM and BMR. Officer of 80 registered investment companies managed by EVM or BMR.

John R. Baur 1970	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 was an Account Team Representative in Singapore for Applied Materials, Inc. Officer of 37 registered investment companies managed by EVM or BMR.

William O. Bell, IV 1973	Vice President of the Portfolio	Since 2005	Vice President of Atlanta Capital. Officer of 2 registered investment companies managed by EVM or BMR.

Maria C. Cappellano 1967	Vice President of the Trust	Since 2009	Vice President of EVM and BMR. Officer of 49 registered investment companies managed by EVM or BMR.

Michael A. Cirami 1975	Vice President of the Trust	Since 2008	Vice President of EVM and BMR. Officer of 37 registered investment companies managed by EVM or BMR.

Cynthia J. Clemson 1963	Vice President of the Trust	Since 2005	Vice President of EVM and BMR. Officer of 96 registered investment companies managed by EVM or BMR.

John H. Croft 1962	Vice President of the Trust	Since 2010	Vice President of EVM and BMR. Officer of 38 registered investment companies managed by EVM or BMR.

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)
Year of Birth	the Portfolio	Service	During Past Five Years


Principal Officers who are not Trustees (continued)

Charles B. Gaffney 1972	Vice President of the Trust	Since 2007	Director of Equity Research and a Vice President of EVM and BMR. Officer of 33 registered investment companies managed by EVM or BMR.

William R. Hackney, III 1948	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 1972	Vice President of the Trust	Since 2007	Vice President of EVM and BMR. Officer of 40 registered investment companies managed by EVM or BMR.

Aamer Khan 1960	Vice President of the Trust	Since 2005	Vice President of EVM and BMR. Officer of 36 registered investment companies managed by EVM or BMR.

Thomas H. Luster 1962	Vice President of the Trust	Since 2006	Vice President of EVM and BMR. Officer of 55 registered investment companies managed by EVM or BMR.

Jeffrey A. Rawlins 1961	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 33 registered investment companies managed by EVM or BMR.

Duncan W. Richardson 1957	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.

Judith A. Saryan 1954	Vice President of the Trust	Since 2003	Vice President of EVM and BMR. Officer of 54 registered investment companies managed by EVM or BMR.

Susan Schiff 1961	Vice President of the Trust	Since 2002	Vice President of EVM and BMR. Officer of 38 registered investment companies managed by EVM or BMR.

Thomas Seto 1962	Vice President of the Trust	Since 2007	Vice President and Director of Portfolio Management of Parametric. Officer of 33 registered investment companies managed by EVM or BMR.

David M. Stein 1951	Vice President of the Trust	Since 2007	Managing Director and Chief Investment Officer of Parametric. Officer of 33 registered investment companies managed by EVM or BMR.

Eric A. Stein 1980	Vice President of the Trust	Since 2009	Vice President of EVM and BMR. Originally joined EVM in July 2002. Prior to re-joining EVM in September 2008, Mr. Stein worked at the Federal Reserve Bank of New York (2007-2008) and attended business school in Chicago, Illinois. Officer of 34 registered investment companies managed by EVM or BMR.

Dan R. Strelow 1959	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 33 registered investment companies managed by EVM or BMR.

Mark S. Venezia 1949	Vice President of the Trust	Since 2007	Vice President of EVM and BMR. Officer of 40 registered investment companies managed by EVM or BMR.

Adam A. Weigold 1975	Vice President of the Trust	Since 2007	Vice President of EVM and BMR. Officer of 73 registered investment companies managed by EVM or BMR.

Barbara E. Campbell 1957	Treasurer	Of the Trust since 2005 and of the Portfolio since 2008	Vice President of EVM and BMR. Officer of 184 registered investment companies managed by EVM or BMR.

Maureen A. Gemma 1960	Secretary and Chief Legal Officer	Secretary since 2007 and Chief Legal Officer since 2008	Vice President of EVM and BMR. Officer of 184 registered investment companies managed by EVM or BMR.

Paul M. O’Neil 1953	Chief Compliance Officer	Since 2004	Vice President of EVM and BMR. Officer of 184 registered investment companies managed by EVM or BMR.

Eaton Vance Tax-Managed Mid-Cap Core Fund

MANAGEMENT AND ORGANIZATION CONT’D


(1)		Includes both master and feeder funds in a master-feeder structure.

(2)		During their respective tenures, the Trustees also served as trustees of one or more of the following Eaton Vance funds (which operated in the years noted): Eaton Vance Credit Opportunities Fund (launched in 2005 and terminated in 2010); Eaton Vance Insured Florida Plus Municipal Bond Fund (launched in 2002 and terminated in 2009); and Eaton Vance National Municipal Income Fund (launched in 1998 and terminated in 2009).

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

BNY Mellon Asset 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


1301-12/10	TMMCCSRC

Annual Report October 31, 2010 EATON VANCE TAX-MANAGED MULTI-CAP GROWTH FUND

IMPORTANT NOTICES


	•	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.

Eaton Vance Tax-Managed Multi-Cap Growth Fund as of October 31, 2010

MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE

Economic and Market Conditions

•

Domestic equities made a strong start to the period but pulled back in the April-June quarter, as sovereign debt problems in the eurozone, slower growth in China and a turbulent U.S. political environment chilled investor sentiment. Despite these macro concerns, however, signs of economic growth, albeit somewhat anemic, and improvements in corporate business fundamentals also began to appear. By September and October, investors seemed to have grown more comfortable with risk tolerance, and equities began to establish some traction to the upside.

•

For the year as a whole, the S&P 500 Index gained 16.52%, the Dow Jones Industrial Average rose 17.62% and the NASDAQ Composite Index was up 23.88%. Growth stocks outperformed value stocks across all market capitalizations, and mid- and small-cap stocks outpaced large-cap stocks.

Management Discussion

•

Although it posted a double-digit return for the fiscal year ending October 31, 2010, the Fund¹ underperformed its primary benchmark, the Russell MidCap Growth Index (the Index). It also lagged the broad U.S. equity market, as measured by the S&P 500 Index, and the average return of funds in its Lipper Mid-Cap Growth Funds peer group.²

•

The Fund’s results for the fiscal year fell short of the Index’s return due in part to inopportune sector selection in areas of energy and consumer discretionary, as well as a moderate position, on average, in cash. Some underperforming holdings in the health care sector, especially within the pharmaceuticals and biotechnology industries, as well as in the textiles, apparel and leisure goods industry also detracted from the Fund’s performance relative to the Index.

•

Stock selection within the household durables, oil, gas and consumable fuels, and computers and peripherals industries contributed to positive performance, as did having no holdings in utilities, the weakest-performing

		sector of the Index during the year.

•		In its choice of which stocks to own, management seeks companies that it believes will generate earnings growth over the long term that is faster than the U.S. economy and the U.S. stock market as a whole. It also seeks to own stocks that are reasonably priced in relation to the fundamental value of the underlying company. Management employs an intensive, research-driven approach that considers many factors in determining the proper mix of securities to own in the portfolio. Among those factors are the attractiveness of a stock’s current valuation, its potential for future price appreciation and an assessment of its risk and return profile.


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


Class A³	12.57	%
Class B³	11.67
Class C³	11.76
Russell MidCap Growth Index²	28.03
S&P 500 Index²	16.52
Lipper Mid-Cap Growth Funds Average²	26.94

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


¹	The Fund currently invests in a separate 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.

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.

Eaton Vance Tax-Managed Multi-Cap Growth Fund as of October 31, 2010

MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE

•

Effective November 1, 2010, a new portfolio management team began managing Eaton Vance Tax-Managed Multi-Cap Growth Fund. The new team comprises Kwang Kim, Gerald I. Moore and G.R. Nelson, each of whom is a portfolio manager of the Fund. Messrs. Kim and Nelson are both Vice Presidents of Eaton Vance and Boston Management and Research (BMR) and both have been analysts at Eaton Vance for more than five years. Mr. Moore joined Eaton Vance in October 2010 and is currently a Vice President of Eaton Vance and BMR. Previously, he had served since 2000 as a portfolio manager at Putnam Investments.

•

Effective January 1, 2011, the Fund’s primary benchmark index will be changed to the Russell 3000 Growth Index, an unmanaged index of the broad growth segment of the U.S. equity universe, which is deemed to be a more appropriate benchmark for 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 Portfolio’s current or future investments and may change due to active management.

Portfolio Composition

Top 10 Holdings¹

By net assets


Apple, Inc.	5.4	%
Medicis Pharmaceutical Corp., Class A	3.9
Oracle Corp.	3.1
MasterCard, Inc., Class A	3.1
Rowan Cos., Inc	2.9
VeriSign, Inc.	2.8
State Street Corp.	2.2
Market Vectors Gold Miners ETF	2.1
Cypress Semiconductor Corp.	2.0
DIRECTV, Class A	2.0


¹		Top 10 Holdings represented 29.5% of the Portfolio’s net assets as of 10/31/10. Excludes cash equivalents.

Sector Weightings²

By net assets


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

Eaton Vance Tax-Managed Multi-Cap Growth Fund as of October 31, 2010

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 U.S. mid-cap growth stocks, and the S&P 500 Index, an unmanaged index of large-cap stocks commonly used as a measure of U.S. stock market performance. The lines on the graph represent the total returns of a hypothetical investment of $10,000 in each of Class A of the Fund, the Russell MidCap Growth Index and the S&P 500 Index. Class A 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	EACPX			EBCPX			ECCPX


Average Annual Total Returns (at net asset value)

One Year		12.57	%		11.67	%		11.76	%
Five Years		5.50			4.69			4.71
Ten Years		2.26			1.46			1.49
Life of Fund^†		3.43			2.59			2.62

SEC Average Annual Total Returns (including sales charge or applicable CDSC)

One Year		6.10	%		6.67	%		10.76	%
Five Years		4.26			4.36			4.71
Ten Years		1.66			1.46			1.49
Life of Fund^†		2.84			2.59			2.62


^†	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 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		1.58	%		2.34	%		2.33	%


²	Source: Prospectus dated 3/1/10.


*		Source: Lipper Inc. Class A of the Fund commenced operations on 6/30/00. A $10,000 hypothetical investment at net asset value in Class B shares and Class C shares on 10/31/00 would have been valued at $11,562 and $11,594, respectively, on 10/31/10. 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.

Eaton Vance Tax-Managed Multi-Cap Growth Fund as of October 31, 2010

FUND PERFORMANCE


Average Annual Total Returns
(For the periods ended October 31, 2010)

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


	One Year			Five Years			Ten Years

Return Before Taxes		12.57	%		5.50	%	2.26%
Return After Taxes on Distributions		12.57			4.79		1.92
Return After Taxes on Distributions and Sale of Fund Shares		8.17			4.68		1.92

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


	One Year			Five Years			Ten Years

Return Before Taxes		6.10	%		4.26	%	1.66%
Return After Taxes on Distributions		6.10			3.56		1.32
Return After Taxes on Distribution and Sale of Fund Shares		3.97			3.60		1.39


Average Annual Total Returns
(For the periods ended October 31, 2010)

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


	One Year			Five Years			Ten Years

Return Before Taxes		11.76	%		4.71	%	1.49%
Return After Taxes on Distributions		11.76			4.00		1.15
Return After Taxes on Distributions and Sale of Fund Shares		7.65			4.01		1.26

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


	One Year			Five Years			Ten Years

Return Before Taxes		10.76	%		4.71	%	1.49%
Return After Taxes on Distributions		10.76			4.00		1.15
Return After Taxes on Distributions and Sale of Fund Shares		7.00			4.01		1.26


Average Annual Total Returns
(For the periods ended October 31, 2010)

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


	One Year			Five Years			Ten Years

Return Before Taxes		11.67	%		4.69	%	1.46%
Return After Taxes on Distributions		11.67			3.99		1.12
Return After Taxes on Distributions and Sale of Fund Shares		7.59			4.00		1.23

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


	One Year			Five Years			Ten Years

Return Before Taxes		6.67	%		4.36	%	1.46%
Return After Taxes on Distributions		6.67			3.65		1.12
Return After Taxes on Distributions and Sale of Fund Shares		4.34			3.71		1.23

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 rate 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.

Eaton Vance Tax-Managed Multi-Cap Growth Fund as of October 31, 2010

FUND EXPENSES

Eaton Vance Tax-Managed Multi-Cap Growth Fund


	Beginning Account Value		Ending Account Value		Expenses Paid During Period*
	(5/1/10)		(10/31/10)		(5/1/10 – 10/31/10)


Actual
Class A		$1,000.00		$959.40		$7.26
Class B		$1,000.00		$954.90		$10.99
Class C		$1,000.00		$955.00		$10.99





Hypothetical
(5% return per year before expenses)
Class A		$1,000.00		$1,017.80		$7.48
Class B		$1,000.00		$1,014.00		$11.32
Class C		$1,000.00		$1,014.00		$11.32


	*	Expenses are equal to the Fund’s annualized expense ratio of 1.47% for Class A shares, 2.23% for Class B shares and 2.23% 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, 2010. The Example reflects expenses of both the Fund and the Portfolio.

Eaton Vance Tax-Managed Multi-Cap Growth Fund as of October 31, 2010

FINANCIAL STATEMENTS

Statement of Assets and Liabilities


As of October 31, 2010



Assets

Investment in Tax-Managed Multi-Cap Growth Portfolio, at value (identified cost, $56,970,034)	$	67,017,959
Receivable for Fund shares sold		27,485


Total assets	$	67,045,444





Liabilities

Payable for Fund shares redeemed	$	200,835
Payable to affiliates:
Distribution and service fees		29,027
Administration fee		8,522
Trustees’ fees		42
Accrued expenses		54,785


Total liabilities	$	293,211


Net Assets	$	66,752,233





Sources of Net Assets

Paid-in capital	$	86,349,896
Accumulated net realized loss from Portfolio		(29,645,588	)
Net unrealized appreciation from Portfolio		10,047,925


Total	$	66,752,233





Class A Shares

Net Assets	$	43,627,367
Shares Outstanding		3,692,834
Net Asset Value and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	11.81
Maximum Offering Price Per Share
(100 ¸ 94.25 of net asset value per share)	$	12.53





Class B Shares

Net Assets	$	4,939,610
Shares Outstanding		456,870
Net Asset Value and Offering Price Per Share*
(net assets ¸ shares of beneficial interest outstanding)	$	10.81





Class C Shares

Net Assets	$	18,185,256
Shares Outstanding		1,679,756
Net Asset Value and Offering Price Per Share*
(net assets ¸ shares of beneficial interest outstanding)	$	10.83

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, 2010



Investment Income

Dividends allocated from Portfolio (net of foreign taxes, $20,387)	$	562,356
Interest allocated from Portfolio		8,178
Expenses allocated from Portfolio		(566,353	)


Total investment income from Portfolio	$	4,181





Expenses

Administration fee	$	111,637
Distribution and service fees
Class A		119,347
Class B		63,176
Class C		203,683
Trustees’ fees and expenses		500
Custodian fee		14,436
Transfer and dividend disbursing agent fees		116,404
Legal and accounting services		22,161
Printing and postage		23,411
Registration fees		40,995
Miscellaneous		10,945


Total expenses	$	726,695



Net investment loss	$	(722,514	)





Realized and Unrealized Gain (Loss) from Portfolio

Net realized gain (loss) —
Investment transactions	$	9,283,106
Foreign currency transactions		1,142


Net realized gain	$	9,284,248


Change in unrealized appreciation (depreciation) —
Investments	$	(151,771	)
Foreign currency		(297	)


Net change in unrealized appreciation (depreciation)	$	(152,068	)



Net realized and unrealized gain	$	9,132,180



Net increase in net assets from operations	$	8,409,666

See notes to financial statements

Eaton Vance Tax-Managed Multi-Cap Growth Fund as of October 31, 2010

FINANCIAL STATEMENTS CONT’D

Statements of Changes in Net Assets


Increase (Decrease)	Year Ended			Year Ended
in Net Assets	October 31, 2010			October 31, 2009

From operations —
Net investment loss	$	(722,514	)	$	(461,528	)
Net realized gain (loss) from investment and foreign currency transactions		9,284,248			(11,660,679	)
Net change in unrealized appreciation (depreciation) from investments and foreign currency		(152,068	)		19,684,760


Net increase in net assets from operations	$	8,409,666		$	7,562,553


Transactions in shares of beneficial interest —
Proceeds from sale of shares
Class A	$	5,952,217		$	12,808,953
Class B		656,526			1,962,532
Class C		1,905,371			5,213,191
Cost of shares redeemed
Class A		(15,951,336	)		(30,509,749	)
Class B		(1,463,958	)		(2,480,901	)
Class C		(6,144,616	)		(6,307,829	)
Net asset value of shares exchanged
Class A		2,345,355			3,307,278
Class B		(2,345,355	)		(3,307,278	)


Net decrease in net assets from Fund share transactions	$	(15,045,796	)	$	(19,313,803	)



Net decrease in net assets	$	(6,636,130	)	$	(11,751,250	)





Net Assets

At beginning of year	$	73,388,363		$	85,139,613


At end of year	$	66,752,233		$	73,388,363





Accumulated net investment loss included in net assets

At end of year	$	—		$	(201,218	)

See notes to financial statements

Eaton Vance Tax-Managed Multi-Cap Growth Fund as of October 31, 2010

FINANCIAL STATEMENTS CONT’D

Financial Highlights


	Class A

	Year Ended October 31,

	2010			2009			2008			2007			2006

Net asset value — Beginning of year	$	10.500		$	8.730		$	17.990		$	12.750		$	10.850





Income (Loss) From Operations

Net investment income (loss)⁽¹⁾	$	(0.081	)⁽²⁾	$	(0.036	)	$	(0.010	)	$	0.217⁽³	⁾	$	(0.019	)
Net realized and unrealized gain (loss)		1.391			1.806			(6.853	)		5.276			2.144


Total income (loss) from operations	$	1.310		$	1.770		$	(6.863	)	$	5.493		$	2.125





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	$	11.810		$	10.500		$	8.730		$	17.990		$	12.750



Total Return⁽⁴⁾		12.57	%		20.27	%		(43.97	)%		43.76	%		19.84	%





Ratios/Supplemental Data

Net assets, end of year (000’s omitted)	$	43,627		$	45,868		$	56,537		$	49,517		$	25,559
Ratios (as a percentage of average daily net assets):
Expenses⁽⁵⁾⁽⁶⁾		1.47	%		1.57	%		1.38	%		1.43	%		1.49	%⁽⁷⁾
Net investment income (loss)		(0.70	)%⁽²⁾		(0.41	)%		(0.07	)%		1.45	%⁽³⁾		(0.16	)%
Portfolio Turnover of the Portfolio		200	%		205	%		283	%		157	%		181	%


(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 (0.81)%.

(3)		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)%.

(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)		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 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

Eaton Vance Tax-Managed Multi-Cap Growth Fund as of October 31, 2010

FINANCIAL STATEMENTS CONT’D

Financial Highlights


	Class B

	Year Ended October 31,

	2010			2009			2008			2007			2006

Net asset value — Beginning of year	$	9.680		$	8.120		$	16.880		$	12.070		$	10.350





Income (Loss) From Operations

Net investment income (loss)⁽¹⁾	$	(0.151	)⁽²⁾	$	(0.089	)	$	(0.111	)	$	0.120	⁽³⁾	$	(0.096	)
Net realized and unrealized gain (loss)		1.281			1.649			(6.375	)		4.943			2.041


Total income (loss) from operations	$	1.130		$	1.560		$	(6.486	)	$	5.063		$	1.945





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	$	10.810		$	9.680		$	8.120		$	16.880		$	12.070



Total Return⁽⁴⁾		11.67	%		19.21	%		(44.36	)%		42.64	%		19.04	%





Ratios/Supplemental Data

Net assets, end of year (000’s omitted)	$	4,940		$	7,300		$	10,119		$	20,815		$	17,797
Ratios (as a percentage of average daily net assets):
Expenses⁽⁵⁾⁽⁶⁾		2.22	%		2.33	%		2.13	%		2.19	%		2.24	%⁽⁷⁾
Net investment income (loss)		(1.43	)%⁽²⁾		(1.11	)%		(0.84	)%		0.86	%⁽³⁾		(0.85	)%
Portfolio Turnover of the Portfolio		200	%		205	%		283	%		157	%		181	%


(1)		Computed using average shares outstanding.

(2)		Net investment loss per share reflects special dividends allocated from the Portfolio which amounted to $0.010 per share. Excluding special dividends, the ratio of net investment loss to average daily net assets would have been (1.54)%.

(3)		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)%.

(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)		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 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

Eaton Vance Tax-Managed Multi-Cap Growth Fund as of October 31, 2010

FINANCIAL STATEMENTS CONT’D

Financial Highlights


	Class C

	Year Ended October 31,

	2010			2009			2008			2007			2006

Net asset value — Beginning of year	$	9.690		$	8.130		$	16.910		$	12.090		$	10.370





Income (Loss) From Operations

Net investment income (loss)⁽¹⁾	$	(0.153	)⁽²⁾	$	(0.100	)	$	(0.109	)	$	0.111	⁽³⁾	$	(0.100	)
Net realized and unrealized gain (loss)		1.293			1.660			(6.379	)		4.962			2.045


Total income (loss) from operations	$	1.140		$	1.560		$	(6.488	)	$	5.073		$	1.945





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	$	10.830		$	9.690		$	8.130		$	16.910		$	12.090



Total Return⁽⁴⁾		11.76	%		19.19	%		(44.33	)%		42.65	%		19.01	%





Ratios/Supplemental Data

Net assets, end of year (000’s omitted)	$	18,185		$	20,220		$	18,483		$	28,537		$	18,224
Ratios (as a percentage of average daily net assets):
Expenses⁽⁵⁾⁽⁶⁾		2.22	%		2.32	%		2.13	%		2.18	%		2.24	%⁽⁷⁾
Net investment income (loss)		(1.45	)%⁽²⁾		(1.21	)%		(0.83	)%		0.79	%⁽³⁾		(0.89	)%
Portfolio Turnover of the Portfolio		200	%		205	%		283	%		157	%		181	%


(1)		Computed using average shares outstanding.

(3)		Net investment loss per share reflects special dividends allocated from the Portfolio which amounted to $0.010 per share. Excluding special dividends, the ratio of net investment loss to average daily net assets would have been (1.56)%.

(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)%.

(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)		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 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

Eaton Vance Tax-Managed Multi-Cap Growth Fund as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS

1 Significant 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 Massachusetts business 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 (55.6% at October 31, 2010). 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 Investment 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.

At October 31, 2010, the Fund, for federal income tax purposes, had a capital loss carryforward of $27,942,521 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 ($14,190,571) and October 31, 2017 ($13,751,950).

During the year ended October 31, 2010, a capital loss carryforward of $9,800,143 was utilized to offset net realized gains by the Fund.

Eaton Vance Tax-Managed Multi-Cap Growth Fund as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS CONT’D

part of Fund shareholders and the By-laws provide that the Trust shall assume the defense on behalf of any Fund shareholders. Moreover, the By-laws also provide for indemnification out of Fund property of any shareholder held personally liable solely by reason of being or having been a shareholder for all loss or expense arising from such liability. 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.

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

2 Distributions to Shareholders

During the year ended October 31, 2010, accumulated net realized loss was decreased by $111,440, accumulated net investment loss was decreased by $923,732 and paid-in capital was decreased by $1,035,172 due to differences between book and tax accounting, primarily for net operating losses, investments in partnerships 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, 2010, the components of distributable earnings (accumulated losses) and unrealized appreciation (depreciation) on a tax basis were as follows:


Capital loss carryforward	$	(27,942,521	)
Net unrealized appreciation	$	8,344,858

3 Transactions 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, 2010, the administration fee amounted to $111,637. 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, 2010, EVM earned $6,135 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 $8,640 as its portion of the sales charge on sales of Class A shares for the year ended October 31, 2010. 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).

4 Distribution Plans

Eaton Vance Tax-Managed Multi-Cap Growth Fund as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS CONT’D

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, 2010, the Fund paid or accrued to EVD $47,382 and $152,762 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, 2010, the amounts of Uncovered Distribution Charges of EVD calculated under the Class B and Class C Plans were approximately $573,000 and $1,612,000, 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, 2010 amounted to $15,794 and $50,921 for Class B and Class C shares, respectively.

5 Contingent 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, 2010, the Fund was informed that EVD received approximately $7,000, $10,000 and $1,000 of CDSCs paid by Class A, Class B and Class C shareholders, respectively.

6 Investment Transactions

For the year ended October 31, 2010, increases and decreases in the Fund’s investment in the Portfolio aggregated $2,347,482 and $18,035,470, respectively.

7 Shares of Beneficial Interest


	Year Ended October 31,
Class A	2010			2009

Sales		520,772			1,490,348
Redemptions		(1,399,279	)		(3,967,224	)
Exchange from Class B shares		201,695			372,986


Net decrease		(676,812	)		(2,103,890	)




	Year Ended October 31,
Class B	2010			2009

Sales		62,243			248,576
Redemptions		(140,198	)		(337,317	)
Exchange to Class A shares		(219,377	)		(402,910	)


Net decrease		(297,332	)		(491,651	)




	Year Ended October 31,
Class C	2010			2009

Sales		180,311			650,214
Redemptions		(586,878	)		(837,926	)


Net decrease		(406,567	)		(187,712	)

Eaton Vance Tax-Managed Multi-Cap Growth Fund as of October 31, 2010

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, 2010, 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, 2010, 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, 2010

Eaton Vance Tax-Managed Multi-Cap Growth Fund as of October 31, 2010

FEDERAL TAX INFORMATION (Unaudited)

Shareholders are advised to consult their own tax adviser with respect to the tax consequences of their investment in the Fund.

Tax-Managed Multi-Cap Growth Portfolio as of October 31, 2010

PORTFOLIO OF INVESTMENTS


Common Stocks — 87.4%

Security	Shares		Value



Automobiles — 1.5%

Ford Motor Co.⁽¹⁾		127,200	$	1,797,336


			$	1,797,336




Beverages — 1.8%

Anheuser-Busch InBev NV ADR		33,600	$	2,113,440


			$	2,113,440




Biotechnology — 1.0%

Genzyme Corp.⁽¹⁾		17,500	$	1,262,275


			$	1,262,275




Building Products — 1.0%

Armstrong World Industries, Inc.⁽¹⁾		28,935	$	1,208,036


			$	1,208,036




Capital Markets — 2.2%

State Street Corp.		63,200	$	2,639,232


			$	2,639,232




Chemicals — 3.8%

Albemarle Corp.		17,000	$	852,210
Celanese Corp., Class A		37,000		1,319,050
Mosaic Co. (The)		24,000		1,755,840
STR Holdings, Inc.⁽¹⁾		24,573		610,639


			$	4,537,739




Commercial Banks — 0.8%

CIT Group, Inc.⁽¹⁾		23,000	$	996,590


			$	996,590




Commercial Services & Supplies — 1.3%

Copart, Inc.⁽¹⁾		44,800	$	1,516,928


			$	1,516,928



Communications Equipment — 3.8%

Acme Packet, Inc.⁽¹⁾		36,500	$	1,443,575
Brocade Communications Systems, Inc.⁽¹⁾		191,000		1,207,120
Research In Motion, Ltd.⁽¹⁾		33,300		1,896,435


			$	4,547,130




Computers & Peripherals — 7.3%

Apple, Inc.⁽¹⁾		21,500	$	6,468,705
EMC Corp.⁽¹⁾		112,700		2,367,827


			$	8,836,532




Diversified Consumer Services — 1.2%

Coinstar, Inc.⁽¹⁾		25,900	$	1,491,322


			$	1,491,322




Diversified Financial Services — 1.0%

CME Group, Inc.		4,100	$	1,194,129


			$	1,194,129




Electrical Equipment — 1.9%

GrafTech International, Ltd.⁽¹⁾		500	$	8,235
Harbin Electric, Inc.⁽¹⁾		103,000		2,220,680


			$	2,228,915




Energy Equipment & Services — 7.5%

Halliburton Co.		55,000	$	1,752,300
Hornbeck Offshore Services, Inc.⁽¹⁾		67,000		1,490,080
Patterson-UTI Energy, Inc.		114,000		2,212,740
Rowan Cos., Inc.⁽¹⁾		107,000		3,520,300


			$	8,975,420




Food Products — 2.0%

Flowers Foods, Inc.		50,000	$	1,274,000
Green Mountain Coffee Roasters, Inc.⁽¹⁾		36,200		1,194,238


			$	2,468,238




Health Care Equipment & Supplies — 1.2%

Masimo Corp.		47,500	$	1,433,075


			$	1,433,075

See notes to financial statements

Tax-Managed Multi-Cap Growth Portfolio as of October 31, 2010

PORTFOLIO OF INVESTMENTS CONT’D


Security	Shares		Value



Health Care Providers & Services — 2.1%

AmerisourceBergen Corp.		38,000	$	1,247,160
Lincare Holdings, Inc.		48,750		1,278,225


			$	2,525,385




Hotels, Restaurants & Leisure — 1.2%

Yum! Brands, Inc.		28,700	$	1,422,372


			$	1,422,372




Household Durables — 1.1%

Tempur-Pedic International, Inc.⁽¹⁾		36,872	$	1,272,084


			$	1,272,084




Internet & Catalog Retail — 1.8%

Amazon.com, Inc.⁽¹⁾		7,200	$	1,205,525
Priceline.com, Inc.⁽¹⁾		2,400		916,604


			$	2,122,129




Internet Software & Services — 6.3%

Google, Inc., Class A⁽¹⁾		3,900	$	2,390,661
Rackspace Hosting, Inc.⁽¹⁾		72,000		1,797,120
VeriSign, Inc.⁽¹⁾		97,000		3,370,750


			$	7,558,531




IT Services — 3.0%

Amadeus IT Holding SA, Class A⁽¹⁾		40	$	816
MasterCard, Inc., Class A		15,300		3,672,918


			$	3,673,734




Media — 4.9%

DIRECTV, Class A⁽¹⁾		55,119	$	2,395,472
Liberty Media Corp. — Capital, Class A⁽¹⁾		21,000		1,208,340
McGraw-Hill Cos., Inc. (The)		62,500		2,353,125


			$	5,956,937




Metals & Mining — 2.2%

Barrick Gold Corp.		28,500	$	1,370,565
Schnitzer Steel Industries, Inc., Class A		24,500		1,266,405


			$	2,636,970




Oil, Gas & Consumable Fuels — 6.0%

Arch Coal, Inc.		48,000	$	1,180,320
Forest Oil Corp.⁽¹⁾		43,000		1,321,390
Hess Corp.		24,000		1,512,720
James River Coal Co.⁽¹⁾		72,000		1,246,320
NAL Oil & Gas Trust		100,000		1,206,981
PetroBakken Energy, Ltd., Class A		1,000		22,081
Rosetta Resources, Inc.⁽¹⁾		30,855		737,743


			$	7,227,555




Pharmaceuticals — 3.9%

Medicis Pharmaceutical Corp., Class A		159,500	$	4,745,125


			$	4,745,125




Road & Rail — 0.8%

Kansas City Southern⁽¹⁾		21,832	$	956,678


			$	956,678




Semiconductors & Semiconductor Equipment — 4.3%

Atheros Communications, Inc.⁽¹⁾		61,600	$	1,912,064
Cirrus Logic, Inc.⁽¹⁾		67,700		869,945
Cypress Semiconductor Corp.⁽¹⁾		174,000		2,453,400


			$	5,235,409




Software — 4.7%

Activision Blizzard, Inc.		105,800	$	1,213,526
Concur Technologies, Inc.⁽¹⁾		15,100		779,462
Oracle Corp.		125,200		3,680,880


			$	5,673,868




Specialty Retail — 0.5%

Advance Auto Parts, Inc.		9,896	$	643,042


			$	643,042




Textiles, Apparel & Luxury Goods — 2.5%

NIKE, Inc., Class B		22,400	$	1,824,256
Warnaco Group, Inc. (The)⁽¹⁾		22,200		1,188,004


			$	3,012,260




Trading Companies & Distributors — 1.3%

WESCO International, Inc.⁽¹⁾		35,246	$	1,509,234


			$	1,509,234

See notes to financial statements

Tax-Managed Multi-Cap Growth Portfolio as of October 31, 2010

PORTFOLIO OF INVESTMENTS CONT’D


Security	Shares		Value



Wireless Telecommunication Services — 1.5%

Crown Castle International Corp.⁽¹⁾		42,700	$	1,841,225


			$	1,841,225



Total Common Stocks
(identified cost $87,321,482)			$	105,258,875




Investment Funds — 3.4%

Security	Shares		Value



Capital Markets — 3.4%

iShares Russell Midcap Growth Index Fund		29,804	$	1,543,251
Market Vectors Gold Miners ETF		44,500		2,547,625



Total Investment Funds
(identified cost $3,643,875)			$	4,090,876


Short-Term Investments — 8.0%

	Interest
Description	(000’s omitted)		Value


Eaton Vance Cash Reserves Fund, LLC, 0.22%⁽²⁾⁽³⁾	$	9,621	$	9,621,143



Total Short-Term Investments
(identified cost $9,621,143)			$	9,621,143



Total Investments — 98.8%
(identified cost $100,586,500)			$	118,970,894




Other Assets, Less Liabilities — 1.2%			$	1,488,783




Net Assets — 100.0%			$	120,459,677

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, 2010.

(3)		Net income allocated from the investment in Eaton Vance Cash Reserves Fund, LLC and Cash Management Portfolio, an affiliated investment company, for the year ended October 31, 2010 was $9,983 and $0, respectively.

See notes to financial statements

Tax-Managed Multi-Cap Growth Portfolio as of October 31, 2010

FINANCIAL STATEMENTS

Statement of Assets and Liabilities


As of October 31, 2010

Assets

Unaffiliated investments, at value (identified cost, $90,965,357)	$	109,349,751
Affiliated investment, at value (identified cost, $9,621,143)		9,621,143
Dividends receivable		16,760
Interest receivable from affiliated investment		907
Receivable for investments sold		17,833,346
Tax reclaims receivable		1,734


Total assets	$	136,823,641





Liabilities

Payable for investments purchased	$	16,231,214
Payable to affiliates:
Investment adviser fee		66,234
Trustees’ fees		393
Accrued expenses		66,123


Total liabilities	$	16,363,964


Net Assets applicable to investors’ interest in Portfolio	$	120,459,677





Sources of Net Assets

Net proceeds from capital contributions and withdrawals	$	102,076,559
Net unrealized appreciation		18,383,118


Total	$	120,459,677

Statement of Operations


For the Year Ended
October 31, 2010

Investment Income

Dividends (net of foreign taxes, $35,497)	$	978,088
Interest allocated from affiliated investments		14,328
Expenses allocated from affiliated investments		(4,345	)


Total investment income	$	988,071





Expenses

Investment adviser fee	$	843,337
Trustees’ fees and expenses		4,878
Custodian fee		93,426
Legal and accounting services		38,279
Miscellaneous		5,269


Total expenses	$	985,189


Deduct —
Reduction of custodian fee	$	2


Total expense reductions	$	2



Net expenses	$	985,187



Net investment income	$	2,884





Realized and Unrealized Gain (Loss)

Net realized gain (loss) —
Investment transactions	$	16,858,449
Investment transactions allocated from affiliated investments		1,539
Foreign currency transactions		1,993


Net realized gain	$	16,861,981


Change in unrealized appreciation (depreciation) —
Investments	$	(929,267	)
Foreign currency		(1,276	)


Net change in unrealized appreciation (depreciation)	$	(930,543	)



Net realized and unrealized gain	$	15,931,438



Net increase in net assets from operations	$	15,934,322

See notes to financial statements

Tax-Managed Multi-Cap Growth Portfolio as of October 31, 2010

FINANCIAL STATEMENTS CONT’D

Statements of Changes in Net Assets


Increase (Decrease)	Year Ended			Year Ended
in Net Assets	October 31, 2010			October 31, 2009

From operations —
Net investment income	$	2,884		$	453,757
Net realized gain (loss) from investment and foreign currency transactions		16,861,981			(14,444,099	)
Net change in unrealized appreciation (depreciation) from investments and foreign currency		(930,543	)		31,592,781


Net increase in net assets from operations	$	15,934,322		$	17,602,439


Capital transactions —
Contributions	$	2,348,316		$	15,242,208
Withdrawals		(24,938,855	)		(46,238,305	)


Net decrease in net assets from capital transactions	$	(22,590,539	)	$	(30,996,097	)



Net decrease in net assets	$	(6,656,217	)	$	(13,393,658	)





Net Assets

At beginning of year	$	127,115,894		$	140,509,552


At end of year	$	120,459,677		$	127,115,894

See notes to financial statements

Tax-Managed Multi-Cap Growth Portfolio as of October 31, 2010

FINANCIAL STATEMENTS CONT’D

Supplementary Data


	Year Ended October 31,

	2010			2009			2008			2007			2006



Ratios/Supplemental Data

Ratios (as a percentage of average daily net assets):
Expenses⁽¹⁾		0.76	%		0.76	%		0.76	%		0.72	%		0.76	%⁽²⁾
Net investment income		0.00	%⁽³⁾⁽⁴⁾		0.39	%		0.54	%		2.24	%⁽⁵⁾		0.59	%
Portfolio Turnover		200	%		205	%		283	%		157	%		181	%


Total Return		13.37	%		21.24	%		(43.60	)%		44.75	%		20.69	%



Net assets, end of year (000’s omitted)	$	120,460		$	127,116		$	140,510		$	218,931		$	150,563


(1)		Excludes the effect of custody fee credits, if any, of less than 0.005%.

(2)		The investment adviser voluntarily 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).

(3)		Includes special dividends equal to 0.10% of average daily net assets.

(4)		Amount is less than 0.005%.

(5)		Includes special dividends equal to 1.85% of average daily net assets.

See notes to financial statements

Tax-Managed Multi-Cap Growth Portfolio as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS

1 Significant Accounting Policies

Tax-Managed Multi-Cap Growth Portfolio (the Portfolio) is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as a diversified, open-end management investment company. The Portfolio’s investment objective is to achieve long-term, after-tax returns. The Declaration of Trust permits the Trustees to issue interests in the Portfolio. At October 31, 2010, Eaton Vance Tax-Managed Multi-Cap Growth Fund and Eaton Vance Tax-Managed Equity Asset Allocation Fund held an interest of 55.6% and 44.3%, 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 Investment Valuation — Equity securities (including common shares of closed-end investment companies) listed on a U.S. securities exchange generally are valued at the last sale or closing 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 purchased 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 Eaton Vance Cash Reserves Fund, LLC (Cash Reserves Fund), an affiliated investment company managed by Eaton Vance Management (EVM). Cash Reserves Fund generally values its investment securities utilizing the amortized cost valuation technique in accordance with Rule 2a-7 under 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 Reserves Fund may value its investment securities based on available market quotations provided by a third party pricing service.

Tax-Managed Multi-Cap Growth Portfolio as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS CONT’D

2 Investment Adviser Fee and Other Transactions with Affiliates

The investment adviser fee is earned by Boston Management and Research (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 is payable monthly. On net assets of $500 million and over, the annual fee is reduced. Prior to its liquidation in February 2010, the portion of the adviser fee payable by Cash Management Portfolio, an affiliated investment company, on the Portfolio’s investment of cash therein was credited against the Portfolio’s investment adviser fee. The Portfolio currently invests its cash in Cash Reserves Fund. EVM does not currently receive a fee for advisory services provided to Cash Reserves Fund. For the year ended October 31, 2010, the Portfolio’s investment adviser fee totaled $846,657 of which $3,320 was allocated from Cash Management Portfolio and $843,337 was paid or accrued directly by the Portfolio. For the year ended October 31, 2010, the Portfolio’s investment adviser fee, including the portion allocated from Cash Management Portfolio, was 0.65% of the Portfolio’s average daily net assets.

Tax-Managed Multi-Cap Growth Portfolio as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS CONT’D

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, 2010, no significant amounts have been deferred. Certain officers and Trustees of the Portfolio are officers of the above organizations.

3 Purchases and Sales of Investments

Purchases and sales of investments, other than short-term obligations, aggregated $242,502,901 and $265,075,834, respectively, for the year ended October 31, 2010.

4 Federal Income Tax Basis of Investments

The cost and unrealized appreciation (depreciation) of investments of the Portfolio at October 31, 2010, as determined on a federal income tax basis, were as follows:


Aggregate cost	$	101,461,484


Gross unrealized appreciation	$	17,930,769
Gross unrealized depreciation		(421,359	)


Net unrealized appreciation	$	17,509,410

The net unrealized depreciation on foreign currency transactions at October 31, 2010 on a federal income tax basis was $1,276.

5 Line of Credit

6 Fair Value Measurements


	•	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, 2010, the inputs used in valuing the Portfolio’s investments, which are carried at value, were as follows:


	Quoted
	Prices in
	Active		Significant
	Markets for		Other			Significant
	Identical		Observable			Unobservable
	Assets		Inputs			Inputs

Asset Description	(Level 1)		(Level 2)			(Level 3)		Total

Common Stocks
Consumer Discretionary	$	17,717,482	$	—		$	—	$	17,717,482
Consumer Staples		4,581,678		—			—		4,581,678
Energy		16,202,975		—			—		16,202,975
Financials		4,829,951		—			—		4,829,951
Health Care		9,965,860		—			—		9,965,860
Industrials		7,419,791		—			—		7,419,791
Information Technology		35,524,388		816			—		35,525,204
Materials		7,174,709		—			—		7,174,709
Telecommunication Services		1,841,225		—			—		1,841,225


Total Common Stocks	$	105,258,059	$	816	*	$	—	$	105,258,875


Investment Funds	$	4,090,876	$	—		$	—	$	4,090,876
Short-Term Investments		—		9,621,143			—		9,621,143


Total Investments	$	109,348,935	$	9,621,959		$	—	$	118,970,894


*		Includes foreign equity securities whose values were adjusted to reflect market trading of comparable securities or other correlated instruments 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, 2009 whose fair value was determined using Level 3 inputs.

Tax-Managed Multi-Cap Growth Portfolio as of October 31, 2010

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, 2010, 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, 2010, 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, 2010, 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, 2010

Eaton Vance Tax-Managed Multi-Cap Growth Fund

BOARD OF TRUSTEES’ CONTRACT APPROVAL

Overview of the Contract Review Process

Information about Fees, Performance and Expenses


	•	An independent report comparing the advisory and related fees paid by each fund with fees paid by comparable funds;
	•	An independent report comparing each fund’s total expense ratio and its components to comparable funds;
	•	An independent report comparing the investment performance of each fund (including yield where relevant) to the investment performance of comparable funds over various time periods;
	•	Data regarding investment performance in comparison to relevant peer groups of similarly managed funds and appropriate indices;
	•	For each fund, comparative information concerning the fees charged and the services provided by each adviser in managing other mutual funds and institutional accounts using investment strategies and techniques similar to those used in managing such fund;
	•	Profitability analyses for each adviser with respect to each fund;

Information about Portfolio Management


	•	Descriptions of the investment management services provided to each fund, including the investment strategies and processes employed, and any changes in portfolio management processes and personnel;
	•	Information concerning the allocation of brokerage and the benefits received by each adviser as a result of brokerage allocation, including information concerning the acquisition of research through “soft dollar” benefits received in connection with the funds’ brokerage, and the implementation of a soft dollar reimbursement program established with respect to the funds;
	•	Data relating to portfolio turnover rates of each fund;
	•	The procedures and processes used to determine the fair value of fund assets and actions taken to monitor and test the effectiveness of such procedures and processes;

Information about each Adviser


	•	Reports detailing the financial results and condition of each adviser;
	•	Descriptions of the qualifications, education and experience of the individual investment professionals whose responsibilities include portfolio management and investment research for the funds, and information relating to their compensation and responsibilities with respect to managing other mutual funds and investment accounts;
	•	Copies of the Codes of Ethics of each adviser and its affiliates, together with information relating to compliance with and the administration of such codes;
	•	Copies of or descriptions of each adviser’s policies and procedures relating to proxy voting, the handling of corporate actions and class actions;
	•	Information concerning the resources devoted to compliance efforts undertaken by each adviser and its affiliates on behalf of the funds (including descriptions of various compliance programs) and their record of compliance with investment policies and restrictions, including policies with respect to market-timing, late trading and selective portfolio disclosure, and with policies on personal securities transactions;
	•	Descriptions of the business continuity and disaster recovery plans of each adviser and its affiliates;
	•	A description of Eaton Vance Management’s procedures for overseeing third party advisers and sub-advisers;

Other Relevant Information


	•	Information concerning the nature, cost and character of the administrative and other non-investment management services provided by Eaton Vance Management and its affiliates;
	•	Information concerning management of the relationship with the custodian, subcustodians and fund accountants by each adviser or the funds’ administrator; and
	•	The terms of each advisory agreement.

Eaton Vance Tax-Managed Multi-Cap Growth Fund

BOARD OF TRUSTEES’ CONTRACT APPROVAL CONT’D

Results of the Process

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 methods of the Adviser to recruit and retain investment personnel, and the time and attention devoted to the Portfolio by senior management.

Eaton Vance Tax-Managed Multi-Cap Growth Fund

BOARD OF TRUSTEES’ CONTRACT APPROVAL CONT’D

Fund Performance

The Board compared the Fund’s investment performance to a relevant universe of similarly managed funds identified by an independent data provider and appropriate benchmark indices. The Board reviewed comparative performance data for the one-, three- and five-year periods ended September 30, 2009 for the Fund. The Board concluded that the performance of the Fund was satisfactory.

Management Fees and Expenses

The Board reviewed contractual investment advisory fee rates, including any administrative fee rates, payable by the Portfolio and by the Fund (referred to collectively as “management fees”). As part of its review, the Board considered the management fees and the Fund’s total expense ratio for the year ended September 30, 2009, as compared to a group of similarly managed funds selected by an independent data provider. The Board also considered factors that had an impact on Fund expense ratios, as identified by management in response to inquiries from the Contract Review Committee, as well as actions being taken to reduce expenses at the fund complex level.

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 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 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 and the Portfolio, on the other hand, can expect to realize benefits from economies of scale as the assets of the Fund and the Portfolio increase. The Board acknowledged the difficulty in accurately measuring the benefits resulting from the economies of scale with respect to the management of any specific fund or group of funds. The Board reviewed data summarizing the increases and decreases in the assets of the Fund and of all Eaton Vance Funds as a group over various time periods, and evaluated the extent to which the total expense ratio of the Fund and the profitability of the Adviser and its affiliates may have been affected by such increases or decreases. Based upon the foregoing, the Board concluded that the benefits from economies of scale are currently being shared equitably by the Adviser and its affiliates and the Fund. The Board also concluded that, assuming reasonably foreseeable increases in the assets of the Portfolio, the structure of the advisory fee, which includes breakpoints at several asset levels, can be expected to cause the Adviser and its affiliates and the Fund to continue to share such benefits equitably.

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

Principal Occupation(s)

in Fund Complex

Name and

Trust and

Length of

During Past Five Years and

Overseen By

Other Directorships Held

Year of Birth

the Portfolio

Service

Other Relevant Experience

Trustee⁽¹⁾

During the Last Five Years⁽²⁾

Interested Trustee

Thomas E. Faust Jr.
1958

Trustee and
President of
the Trust

Trustee since 2007 and President of the Trust since 2002

184

Director of EVC.

Noninterested Trustees

Benjamin C. Esty
1963

Trustee

Since 2005

Roy and Elizabeth Simmons Professor of Business Administration and Finance Unit Head, Harvard University Graduate School of Business Administration.

184

None

Allen R. Freedman
1940

Trustee

Since 2007

184

Director of Assurant, Inc. (insurance provider) and Stonemor Partners, L.P. (owner and operator of cemeteries).

William H. Park
1947

Trustee

Since 2003

184

None

Ronald A. Pearlman
1940

Trustee

Since 2003

184

None

Eaton Vance Tax-Managed Multi-Cap Growth Fund

MANAGEMENT AND ORGANIZATION CONT’D

Position(s)

Term of

Number of Portfolios

with the

Office and

Principal Occupation(s)

in Fund Complex

Name and

Trust and

Length of

During Past Five Years and

Overseen By

Other Directorships Held

Year of Birth

the Portfolio

Service

Other Relevant Experience

Trustee⁽¹⁾

During the Last Five Years⁽²⁾

Noninterested Trustees (continued)

Helen Frame Peters
1948

Trustee

Since 2008

184

Lynn A. Stout
1957

Trustee

Of the Trust since 1998 and of the Portfolio since 2000

184

None

Ralph F. Verni
1943

Chairman of
the Board
and Trustee

Chairman of the Board since 2007 and Trustee since 2005

184

None

Principal Officers who are not Trustees


	Position(s)	Term of
	with the	Office and
Name and	Trust and	Length of	Principal Occupation(s)
Year of Birth	the Portfolio	Service	During Past Five Years


William H. Ahern, Jr. 1959	Vice President of the Trust	Since 1995	Vice President of EVM and BMR. Officer of 80 registered investment companies managed by EVM or BMR.

John R. Baur 1970	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 was an Account Team Representative in Singapore for Applied Materials Inc. Officer of 37 registered investment companies managed by EVM or BMR.

Maria C. Cappellano 1967	Vice President of the Trust	Since 2009	Vice President of EVM and BMR. Officer of 49 registered investment companies managed by EVM or BMR.

Michael A. Cirami 1975	Vice President of the Trust	Since 2008	Vice President of EVM and BMR. Officer of 37 registered investment companies managed by EVM or BMR.

Cynthia J. Clemson 1963	Vice President of the Trust	Since 2005	Vice President of EVM and BMR. Officer of 96 registered investment companies managed by EVM or BMR.

John H. Croft 1962	Vice President of the Trust	Since 2010	Vice President of EVM and BMR. Officer of 38 registered investment companies managed by EVM or BMR.

Charles B. Gaffney 1972	Vice President of the Trust	Since 2007	Director of Equity Research and a Vice President of EVM and BMR. Officer of 33 registered investment companies managed by EVM or BMR.

Christine M. Johnston 1972	Vice President of the Trust	Since 2007	Vice President of EVM and BMR. Officer of 40 registered investment companies managed by EVM or BMR.

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)
Year of Birth	the Portfolio	Service	During Past Five Years


Principal Officers who are not Trustees (continued)

Aamer Khan 1960	Vice President of the Trust	Since 2005	Vice President of EVM and BMR. Officer of 36 registered investment companies managed by EVM or BMR.

Kwang Kim 1975	Vice President of the Portfolio	Since 2010	Vice President of EVM and BMR. Officer of 2 registered investment companies managed by EVM or BMR.

Thomas H. Luster 1962	Vice President of the Trust	Since 2006	Vice President of EVM and BMR. Officer of 55 registered investment companies managed by EVM or BMR.

Gerald L. Moore 1963	Vice President of the Portfolio	Since 2010	Vice President of EVM and BMR since 2010. Previously, Managing Director/Senior Portfolio Manager (2007-2010) and Senior Vice President/Senior Portfolio Manager (2002-2006) at Putnam Investments. Officer of 2 registered investment companies managed by EVM or BMR.

G.R. Nelson 1974	Vice President of the Portfolio	Since 2010	Vice President of EVM and BMR. Officer of 2 registered investment companies managed by EVM or BMR.

Jeffrey A. Rawlins 1961	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 33 registered investment companies managed by EVM or BMR.

Duncan W. Richardson 1957	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 1954	Vice President of the Trust	Since 2003	Vice President of EVM and BMR. Officer of 54 registered investment companies managed by EVM or BMR.

Susan Schiff 1961	Vice President of the Trust	Since 2002	Vice President of EVM and BMR. Officer of 38 registered investment companies managed by EVM or BMR.

Thomas Seto 1962	Vice President of the Trust	Since 2007	Vice President and Director of Portfolio Management of Parametric. Officer of 33 registered investment companies managed by EVM or BMR.

David M. Stein 1951	Vice President of the Trust	Since 2007	Managing Director and Chief Investment Officer of Parametric. Officer of 33 registered investment companies managed by EVM or BMR.

Eric A. Stein 1980	Vice President of the Trust	Since 2009	Vice President of EVM and BMR. Originally joined EVM in July 2002. Prior to re-joining EVM in September 2008, Mr. Stein worked at the Federal Reserve Bank of New York (2007-2008) and attended business school in Chicago, Illinois. Officer of 34 registered investment companies managed by EVM or BMR.

Dan R. Strelow 1959	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 33 registered investment companies managed by EVM or BMR.

Mark S. Venezia 1949	Vice President of the Trust	Since 2007	Vice President of EVM and BMR. Officer of 40 registered investment companies managed by EVM or BMR.

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)
Year of Birth	the Portfolio	Service	During Past Five Years


Principal Officers who are not Trustees (continued)

Adam A. Weigold 1975	Vice President of the Trust	Since 2007	Vice President of EVM and BMR. Officer of 73 registered investment companies managed by EVM or BMR.

Barbara E. Campbell 1957	Treasurer	Of the Trust since 2005 and of the Portfolio since 2008	Vice President of EVM and BMR. Officer of 184 registered investment companies managed by EVM or BMR.

Maureen A. Gemma 1960	Secretary and Chief Legal Officer	Secretary since 2007 and Chief Legal Officer since 2008	Vice President of EVM and BMR. Officer of 184 registered investment companies managed by EVM or BMR.

Paul M. O’Neil 1953	Chief Compliance Officer	Since 2004	Vice President of EVM and BMR. Officer of 184 registered investment companies managed by EVM or BMR.


(1)		Includes both master and feeder funds in a master-feeder structure.

(2)		During their respective tenures, the Trustees also served as trustees of one or more of the following Eaton Vance funds (which operated in the years noted): Eaton Vance Credit Opportunities Fund (launched in 2005 and terminated in 2010); Eaton Vance Insured Florida Plus Municipal Bond Fund (launched in 2002 and terminated in 2009); and Eaton Vance National Municipal Income Fund (launched in 1998 and terminated in 2009).

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

BNY Mellon Asset 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


824-12/10	TMCAPSRC

Annual Report October 31, 2010 EATON VANCE TAX-MANAGED SMALL-CAP FUND

IMPORTANT NOTICES


	•	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.

Eaton Vance Tax-Managed Small-Cap Fund as of October 31, 2010

MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE

Economic and Market Conditions

•

U.S. equity markets seesawed their way to solid gains for the year ending October 31, 2010. Over the course of the year, investors’ attitudes toward (PHOTO OF NANCY TOOKE)

Nancy Tooke, CFA
Portfolio Manager risk were buffeted by unsettling macro- economic factors and
political uncertainty. In fact,
until the final few months of the
period, the markets continued to
exhibit the general lack of confidence
and ongoing volatility that has characterized the equity space
through most of the past
two years.

•		Domestic equities made a strong start to the period but pulled back in the April-June quarter, as sovereign debt problems in the eurozone, slower growth in China and a turbulent U.S. political environment chilled investor sentiment. Despite these macro concerns, however, signs of economic growth, albeit somewhat anemic, and improvements in corporate business fundamentals also began to appear. By September and October, investors seemed to have grown more comfortable with risk tolerance, and equities began to establish some traction to the upside.

•		For the year as a whole, the S&P 500 Index gained 16.52%, the Dow Jones Industrial Average rose 17.62% and the NASDAQ Composite Index was up 23.88%. Growth stocks outperformed value stocks across all market capitalizations, and mid- and small-cap stocks outpaced large-cap stocks.

Management Discussion

•		Against this backdrop, the Russell 2000 Index (the Index)¹ outpaced many of its larger-cap equity market counterparts and saw double-digit gains in each of its 10 economic sectors for the year ending October 31, 2010. The largest gains were made by the cyclical materials and information technology (IT) sectors, which were up 38% and 37%, respectively. Financials and healthcare had the most modest gains, although each sector returned more than 19%.

•		The Fund² posted double-digit returns for the year; however, the Fund underperformed the Index for the year. While an underweighting in the financials sector relative to the Index was a plus, the Fund had no exposure to the outperforming real estate investment trusts industry, which detracted from returns. In addition, the Fund also had poor performance from a data processing company and a research and consulting services holding.


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


Class A³	25.02	%
Class B³	24.02
Class C³	24.02
Class I³	25.36
Russell 2000 Index¹	26.58
S&P SmallCap 600 Index¹	26.27
Lipper Small-Cap Core Funds Average¹	24.55


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


¹		The Fund’s primary benchmark changed from the S&P SmallCap 600 Index to the Russell 2000 Index, as the Russell 2000 Index was deemed to be a more appropriate primary benchmark for the Fund. 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 separate 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.

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 at net asset value.

Eaton Vance Tax-Managed Small-Cap Fund as of October 31, 2010

MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE

•		Within the healthcare sector, the Fund also had disappointing performance from select holdings in equipment and supplies, providers and services, and pharmaceuticals stocks. However, an underweighting in the sector was a positive.

•		On the upside, stock selection in industrials added to the Fund’s relative returns. Strong performance from a road & rail stock and an auto components company boosted performance, along with Fund picks in energy equipment & services, and oil, gas & consumable fuels. The Fund’s underweight to the utilities sector, coupled with positive stock selection, further added to returns.

•		The Fund’s tax-managed approach could be more timely than ever. After the equity market losses of the past few years, it’s possible investors could be giving back more gains in the form of taxes, even in an improving investment climate. In addition to making investment decisions based on research and fundamental analysis, the Fund’s strategy takes into account the taxes payable by shareholders in connection with distributions of investment income and net realized gains. Therefore, management approaches portfolio management with an eye toward tax efficiency, using such techniques as low turnover of stocks with appreciated gains and selectively selling underperforming holdings to realize losses.

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


Intrepid Potash, Inc.	2.0	%
Team, Inc.	1.9
National Instruments Corp.	1.9
Cypress Semiconductor Corp.	1.8
Euronet Worldwide, Inc.	1.8
Parametric Technology Corp.	1.8
Armstrong World Industries, Inc.	1.8
Kelly Services, Inc., Class A	1.8
Hornbeck Offshore Services, Inc.	1.7
Clean Harbors, Inc.	1.7


¹		Top 10 Holdings represented 18.2% of the Portfolio’s net assets as of 10/31/10. Excludes cash equivalents.

Sector Weightings²

By net assets


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

Eaton Vance Tax-Managed Small-Cap Fund as of October 31, 2010

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 Index, an unmanaged index of 2,000 U.S. small-cap stocks, and the S&P SmallCap 600 Index, an unmanaged index of 600 U.S. small-cap stocks. The lines on the graph represent the total returns of a hypothetical investment of $10,000 in each of Class A, the Russell 2000 Index and the S&P SmallCap 600 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		25.02	%		24.02	%		24.02	%		25.36	%
Five Years		7.28			6.51			6.49			N.A.
Ten Years		-1.18			-1.93			-1.92			N.A.
Life of Fund^†		2.95			2.18			2.15			18.78

SEC Average Annual Total Returns (including sales charge or applicable CDSC)

One Year		17.87	%		19.02	%		23.02	%		25.36	%
Five Years		6.02			6.20			6.49			N.A.
Ten Years		-1.77			-1.93			-1.92			N.A.
Life of Fund^†		2.49			2.18			2.15			18.78


^†		Inception Dates – Class A: 9/25/97; Class B and Class C: 9/29/97; Class I: 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 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 at net asset value.


Total Annual
Operating Expenses²	Class A			Class B			Class C			Class I


Expense Ratio		1.44	%		2.20	%		2.19	%		1.19	%


²		Source: Prospectus dated 3/1/10.


^*		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 10/31/00 and in Class I shares on 10/1/09 (commencement of operations) would have been valued at $8,232, $8,237 and $12,053, respectively, on 10/31/10. 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.

Eaton Vance Tax-Managed Small-Cap Fund as of October 31, 2010

F U N D P E R F O R M A N C E

Average Annual Total Returns
(For the periods ended October 31, 2010)

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


	One Year			Five Years			Ten Years

Return Before Taxes		25.02	%		7.28	%		-1.18	%
Return After Taxes on Distributions		25.02			7.28			-1.18
Return After Taxes on Distributions and Sale of Fund Shares		16.26			6.31			-1.00

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


	One Year			Five Years			Ten Years

Return Before Taxes		17.87	%		6.02	%		-1.77	%
Return After Taxes on Distributions		17.87			6.02			-1.77
Return After Taxes on Distributions and Sale of Fund Shares		11.62			5.20			-1.48

Average Annual Total Returns
(For the periods ended October 31, 2010)

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


	One Year			Five Years			Ten Years

Return Before Taxes		24.02	%		6.49	%		-1.92	%
Return After Taxes on Distributions		24.02			6.49			-1.92
Return After Taxes on Distributions and Sale of Fund Shares		15.61			5.62			-1.61

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


	One Year			Five Years			Ten Years

Return Before Taxes		23.02	%		6.49	%		-1.92	%
Return After Taxes on Distributions		23.02			6.49			-1.92
Return After Taxes on Distributions and Sale of Fund Shares		14.96			5.62			-1.61

Average Annual Total Returns
(For the periods ended October 31, 2010)

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


	One Year			Five Years			Ten Years

Return Before Taxes		24.02	%		6.51	%		-1.93	%
Return After Taxes on Distributions		24.02			6.51			-1.93
Return After Taxes on Distributions and Sale of Fund Shares		15.61			5.63			-1.61

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


	One Year			Five Years			Ten Years

Return Before Taxes		19.02	%		6.20	%		-1.93	%
Return After Taxes on Distributions		19.02			6.20			-1.93
Return After Taxes on Distributions and Sale of Fund Shares		12.36			5.36			-1.61

Average Annual Total Returns
(For the periods ended October 31, 2010)

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


	One Year			Life of Fund

Return Before Taxes		25.36	%		18.78	%
Return After Taxes on Distributions		25.36			18.78
Return After Taxes on Distributions and Sale of Fund Shares		16.49			15.98

Class A of the Fund commenced investment operations on 9/25/97, Class B and Class C of the Fund commenced investment operations on 9/29/97 and Class I of the Fund commenced investment operations on 10/1/09. 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.

Eaton Vance Tax-Managed Small-Cap Fund as of October 31, 2010

FUND EXPENSES

Eaton Vance Tax-Managed Small-Cap Fund


	Beginning Account Value		Ending Account Value		Expenses Paid During Period*
	(5/1/10)		(10/31/10)		(5/1/10 – 10/31/10)


Actual
Class A		$1,000.00		$1,004.80		$6.32
Class B		$1,000.00		$1,000.80		$10.04
Class C		$1,000.00		$1,000.80		$10.09
Class I		$1,000.00		$1,006.20		$5.11





Hypothetical
(5% return per year before expenses)
Class A		$1,000.00		$1,018.90		$6.36
Class B		$1,000.00		$1,015.20		$10.11
Class C		$1,000.00		$1,015.10		$10.16
Class I		$1,000.00		$1,020.10		$5.14


	*	Expenses are equal to the Fund’s annualized expense ratio of 1.25% for Class A shares, 1.99% for Class B shares, 2.00% for Class C shares and 1.01% 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, 2010. The Example reflects the expenses of both the Fund and the Portfolio.

Eaton Vance Tax-Managed Small-Cap Fund as of October 31, 2010

FINANCIAL STATEMENTS

Statement of Assets and Liabilities


As of October 31, 2010

Assets

Investment in Tax-Managed Small-Cap Portfolio, at value (identified cost, $132,276,558)	$	135,683,699
Receivable for Fund shares sold		27,507


Total assets	$	135,711,206



Liabilities

Payable for Fund shares redeemed	$	179,158
Payable to affiliates:
Distribution and service fees		45,914
Trustees’ fees		42
Accrued expenses		76,729


Total liabilities	$	301,843


Net Assets	$	135,409,363



Sources of Net Assets

Paid-in capital	$	163,551,520
Accumulated net realized loss from Portfolio		(31,549,509	)
Accumulated undistributed net investment income		211
Net unrealized appreciation from Portfolio		3,407,141


Total	$	135,409,363



Class A Shares

Net Assets	$	97,523,527
Shares Outstanding		6,663,373
Net Asset Value and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	14.64
Maximum Offering Price Per Share
(100 ¸ 94.25 of net asset value per share)	$	15.53



Class B Shares

Net Assets	$	3,898,802
Shares Outstanding		293,786
Net Asset Value and Offering Price Per Share*
(net assets ¸ shares of beneficial interest outstanding)	$	13.27



Class C Shares

Net Assets	$	26,015,675
Shares Outstanding		1,968,403
Net Asset Value and Offering Price Per Share*
(net assets ¸ shares of beneficial interest outstanding)	$	13.22



Class I Shares

Net Assets	$	7,971,359
Shares Outstanding		542,954
Net Asset Value, Offering Price and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	14.68

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, 2010

Investment Income

Dividends allocated from Portfolio (net of foreign taxes, $4,248)	$	548,514
Interest allocated from Portfolio		9,107
Expenses allocated from Portfolio		(934,881	)


Total investment loss from Portfolio	$	(377,260	)





Expenses

Distribution and service fees
Class A	$	232,339
Class B		49,350
Class C		255,872
Trustees’ fees and expenses		500
Custodian fee		19,777
Transfer and dividend disbursing agent fees		229,084
Legal and accounting services		26,266
Printing and postage		34,094
Registration fees		46,717
Miscellaneous		13,848


Total expenses	$	907,847



Net investment loss	$	(1,285,107	)





Realized and Unrealized Gain (Loss) from Portfolio

Net realized gain (loss) —
Investment transactions	$	35,293,924
Foreign currency transactions		2,194


Net realized gain	$	35,296,118


Change in unrealized appreciation (depreciation) —
Investments	$	(6,187,027	)
Foreign currency		(95	)


Net change in unrealized appreciation (depreciation)	$	(6,187,122	)



Net realized and unrealized gain	$	29,108,996



Net increase in net assets from operations	$	27,823,889

See notes to financial statements

Eaton Vance Tax-Managed Small-Cap Fund as of October 31, 2010

FINANCIAL STATEMENTS CONT’D

Statements of Changes in Net Assets


Increase (Decrease)	Year Ended			Year Ended
in Net Assets	October 31, 2010			October 31, 2009

From operations —
Net investment loss	$	(1,285,107	)	$	(944,473	)
Net realized gain (loss) from investment and foreign currency transactions		35,296,118			(33,850,682	)
Net change in unrealized appreciation (depreciation) from investments and foreign currency		(6,187,122	)		45,441,750


Net increase in net assets from operations	$	27,823,889		$	10,646,595


Transactions in shares of beneficial interest —
Proceeds from sale of shares
Class A	$	12,576,033		$	27,628,658
Class B		325,790			230,043
Class C		3,556,289			4,035,854
Class I		7,950,530			2,083,246
Cost of shares redeemed
Class A		(23,511,147	)		(36,546,381	)
Class B		(917,308	)		(2,105,752	)
Class C		(5,830,370	)		(6,109,461	)
Class I		(2,645,523	)		(39,716	)
Net asset value of shares exchanged
Class A		2,442,221			4,438,358
Class B		(2,442,221	)		(4,438,358	)


Net decrease in net assets from Fund share transactions	$	(8,495,706	)	$	(10,823,509	)



Net increase (decrease) in net assets	$	19,328,183		$	(176,914	)





Net Assets

At beginning of year	$	116,081,180		$	116,258,094


At end of year	$	135,409,363		$	116,081,180





Accumulated undistributed net investment income

At end of year	$	211		$	—

See notes to financial statements

Eaton Vance Tax-Managed Small-Cap Fund as of October 31, 2010

FINANCIAL STATEMENTS CONT’D

Financial Highlights


	Class A

	Year Ended October 31,

	2010			2009			2008			2007			2006

Net asset value — Beginning of year	$	11.710		$	10.540		$	16.140		$	12.520		$	10.300





Income (Loss) From Operations

Net investment loss⁽¹⁾	$	(0.113	)	$	(0.070	)⁽²⁾	$	(0.120	)	$	(0.117	)	$	(0.073	)
Net realized and unrealized gain (loss)		3.043			1.240			(5.480	)		3.737			2.293


Total income (loss) from operations	$	2.930		$	1.170		$	(5.600	)	$	3.620		$	2.220



Net asset value — End of year	$	14.640		$	11.710		$	10.540		$	16.140		$	12.520



Total Return⁽³⁾		25.02	%		11.10	%		(34.70	)%		28.91	%		21.55	%





Ratios/Supplemental Data

Net assets, end of year (000’s omitted)	$	97,524		$	85,422		$	80,868		$	65,185		$	46,895
Ratios (as a percentage of average daily net assets):
Expenses⁽⁴⁾⁽⁵⁾		1.28	%		1.44	%		1.27	%		1.34	%		1.41	%⁽⁶⁾
Net investment loss		(0.84	)%		(0.70	)%⁽²⁾		(0.80	)%		(0.82	)%		(0.63	)%
Portfolio Turnover of the Portfolio		114	%		95	%		93	%		78	%		99	%


(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% of average daily net assets for the year ended October 31, 2006).

See notes to financial statements

Eaton Vance Tax-Managed Small-Cap Fund as of October 31, 2010

FINANCIAL STATEMENTS CONT’D

Financial Highlights


	Class B

	Year Ended October 31,

	2010			2009			2008			2007			2006

Net asset value — Beginning of year	$	10.700		$	9.700		$	14.950		$	11.690		$	9.680





Income (Loss) From Operations

Net investment loss⁽¹⁾	$	(0.194	)	$	(0.123	)⁽²⁾	$	(0.216	)	$	(0.205	)	$	(0.152	)
Net realized and unrealized gain (loss)		2.764			1.123			(5.034	)		3.465			2.162


Total income (loss) from operations	$	2.570		$	1.000		$	(5.250	)	$	3.260		$	2.010



Net asset value — End of year	$	13.270		$	10.700		$	9.700		$	14.950		$	11.690



Total Return⁽³⁾		24.02	%		10.31	%		(35.12	)%		27.89	%		20.76	%





Ratios/Supplemental Data

Net assets, end of year (000’s omitted)	$	3,899		$	5,805		$	12,352		$	36,554		$	43,053
Ratios (as a percentage of average daily net assets):
Expenses⁽⁴⁾⁽⁵⁾		2.03	%		2.20	%		2.02	%		2.09	%		2.16	%⁽⁶⁾
Net investment loss		(1.59	)%		(1.37	)%⁽²⁾		(1.55	)%		(1.56	)%		(1.40	)%
Portfolio Turnover of the Portfolio		114	%		95	%		93	%		78	%		99	%


(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% of average daily net assets for the year ended October 31, 2006).

See notes to financial statements

Eaton Vance Tax-Managed Small-Cap Fund as of October 31, 2010

FINANCIAL STATEMENTS CONT’D

Financial Highlights


	Class C

	Year Ended October 31,

	2010			2009			2008			2007			2006

Net asset value — Beginning of year	$	10.660		$	9.660		$	14.900		$	11.650		$	9.650





Income (Loss) From Operations

Net investment loss⁽¹⁾	$	(0.194	)	$	(0.132	)⁽²⁾	$	(0.215	)	$	(0.206	)	$	(0.150	)
Net realized and unrealized gain (loss)		2.754			1.132			(5.025	)		3.456			2.150


Total income (loss) from operations	$	2.560		$	1.000		$	(5.240	)	$	3.250		$	2.000



Net asset value — End of year	$	13.220		$	10.660		$	9.660		$	14.900		$	11.650



Total Return⁽³⁾		24.02	%		10.35	%		(35.17	)%		27.90	%		20.72	%





Ratios/Supplemental Data

Net assets, end of year (000’s omitted)	$	26,016		$	22,931		$	23,037		$	31,471		$	26,681
Ratios (as a percentage of average daily net assets):
Expenses⁽⁴⁾⁽⁵⁾		2.03	%		2.19	%		2.02	%		2.09	%		2.16	%⁽⁶⁾
Net investment loss		(1.59	)%		(1.44	)%⁽²⁾		(1.55	)%		(1.57	)%		(1.38	)%
Portfolio Turnover of the Portfolio		114	%		95	%		93	%		78	%		99	%


(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)		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% of average daily net assets for the year ended October 31, 2006).

See notes to financial statements

Eaton Vance Tax-Managed Small-Cap Fund as of October 31, 2010

FINANCIAL STATEMENTS CONT’D

Financial Highlights


	Class I

	Year Ended			Period Ended
	October 31, 2010			October 31, 2009⁽¹⁾

Net asset value — Beginning of period	$	11.710		$	12.180





Income (Loss) From Operations

Net investment loss⁽²⁾	$	(0.081	)	$	(0.008	)
Net realized and unrealized gain (loss)		3.051			(0.462	)


Total income (loss) from operations	$	2.970		$	(0.470	)



Net asset value — End of period	$	14.680		$	11.710



Total Return⁽³⁾		25.36	%		(3.86	)%⁽⁴⁾





Ratios/Supplemental Data

Net assets, end of period (000’s omitted)	$	7,971		$	1,923
Ratios (as a percentage of average daily net assets):
Expenses⁽⁵⁾⁽⁶⁾		1.03	%		1.19	%⁽⁷⁾
Net investment loss		(0.59	)%		(0.79	)%⁽⁷⁾
Portfolio Turnover of the Portfolio		114	%		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

Eaton Vance Tax-Managed Small-Cap Fund as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS

1 Significant 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 Massachusetts business 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 (78.9% at October 31, 2010). 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 Investment 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.

At October 31, 2010, the Fund, for federal income tax purposes, had a capital loss carryforward of $33,969,941 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.

During the year ended October 31, 2010, a capital loss carryforward of $35,254,110 was utilized to offset net realized gains by the Fund.

Eaton Vance Tax-Managed Small-Cap Fund as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS CONT’D

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

2 Distributions to Shareholders

During the year ended October 31, 2010, accumulated net realized loss was decreased by $22,245,109, accumulated net investment loss was decreased by $1,285,318 and paid-in capital was decreased by $23,530,427 due to expired capital loss carryforwards and differences between book and tax accounting, primarily for net operating losses 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, 2010, the components of distributable earnings (accumulated losses) and unrealized appreciation (depreciation) on a tax basis were as follows:


Capital loss carryforward	$	(33,969,941	)
Net unrealized appreciation	$	5,827,784

3 Transactions with Affiliates

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, 2010, EVM earned $13,092 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 $5,567 as its portion of the sales charge on sales of Class A shares for the year ended October 31, 2010. 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).

4 Distribution Plans

Eaton Vance Tax-Managed Small-Cap Fund as of October 31, 2010

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, 2010, the Fund paid or accrued to EVD $37,012 and $191,904 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, 2010, the amounts of Uncovered Distribution Charges of EVD calculated under the Class B and Class C Plans were approximately $7,204,000 and $12,036,000, 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, 2010 amounted to $12,338 and $63,968 for Class B and Class C shares, respectively.

5 Contingent 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, 2010, the Fund was informed that EVD received approximately $3,000 and $2,000 of CDSCs paid by Class B and Class C shareholders, respectively, and no CDSCs paid by Class A shareholders.

6 Investment Transactions

For the year ended October 31, 2010, increases and decreases in the Fund’s investment in the Portfolio aggregated $10,556,238 and $19,894,162, respectively,

7 Shares of Beneficial Interest


	Year Ended October 31,
Class A	2010			2009

Sales		951,220			2,798,413
Redemptions		(1,763,292	)		(3,652,390	)
Exchange from Class B shares		181,913			477,705


Net decrease		(630,159	)		(376,272	)




	Year Ended October 31,
Class B	2010			2009

Sales		26,893			26,007
Redemptions		(75,952	)		(236,086	)
Exchange to Class A shares		(199,788	)		(520,465	)


Net decrease		(248,847	)		(730,544	)




	Year Ended October 31,
Class C	2010			2009

Sales		294,946			457,619
Redemptions		(478,544	)		(689,785	)


Net decrease		(183,598	)		(232,166	)


	Year Ended			Period Ended
Class I	October 31, 2010			October 31, 2009⁽¹⁾

Sales		577,562			167,481
Redemptions		(198,787	)		(3,302	)


Net increase		378,775			164,179


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

Eaton Vance Tax-Managed Small-Cap Fund as of October 31, 2010

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, 2010, 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, 2010, 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, 2010

Eaton Vance Tax-Managed Small-Cap Fund as of October 31, 2010

FEDERAL TAX INFORMATION (Unaudited)

Shareholders are advised to consult their own tax adviser with respect to the tax consequences of their investment in the Fund.

Tax-Managed Small-Cap Portfolio as of October 31, 2010

PORTFOLIO OF INVESTMENTS


Common Stocks — 97.8%

Security	Shares		Value



Aerospace & Defense — 2.9%

Aerovironment, Inc.⁽¹⁾		115,930	$	2,719,718
Applied Signal Technology, Inc.		37,810		1,268,903
KEYW Holding Corp. (The)⁽¹⁾		77,690		986,663


			$	4,975,284




Auto Components — 1.7%

Dana Holding Corp.⁽¹⁾		200,490	$	2,836,934


			$	2,836,934




Biotechnology — 1.6%

Martek Biosciences Corp.⁽¹⁾		121,451	$	2,665,849


			$	2,665,849




Building Products — 1.8%

Armstrong World Industries, Inc.⁽¹⁾		74,960	$	3,129,580


			$	3,129,580




Capital Markets — 3.1%

Affiliated Managers Group, Inc.⁽¹⁾		31,110	$	2,663,327
Lazard, Ltd., Class A		72,880		2,689,272


			$	5,352,599




Chemicals — 5.1%

Intrepid Potash, Inc.⁽¹⁾		101,760	$	3,493,421
Kraton Performance Polymers, Inc.⁽¹⁾		79,000		2,564,340
NewMarket Corp.		23,120		2,740,182


			$	8,797,943




Commercial Banks — 4.4%

Boston Private Financial Holdings, Inc.		106,250	$	606,687
IBERIABANK Corp.		30,860		1,606,263
Prosperity Bancshares, Inc.		51,350		1,596,471
SVB Financial Group⁽¹⁾		50,590		2,192,571
Webster Financial Corp.		93,490		1,600,549


			$	7,602,541




Commercial Services & Supplies — 3.6%

Clean Harbors, Inc.⁽¹⁾		41,760	$	2,944,080
Team, Inc.⁽¹⁾		166,894		3,311,177


			$	6,255,257



Communications Equipment — 2.9%

Brocade Communications Systems, Inc.⁽¹⁾		445,390	$	2,814,865
Sycamore Networks, Inc.		73,620		2,244,674


			$	5,059,539




Construction & Engineering — 1.5%

Shaw Group, Inc. (The)⁽¹⁾		83,620	$	2,555,427


			$	2,555,427




Containers & Packaging — 0.8%

Graham Packaging Co., Inc.⁽¹⁾		110,580	$	1,319,219


			$	1,319,219




Distributors — 1.5%

LKQ Corp.⁽¹⁾		119,100	$	2,589,234


			$	2,589,234




Diversified Consumer Services — 0.4%

American Public Education, Inc.⁽¹⁾		25,230	$	705,431


			$	705,431




Electronic Equipment, Instruments & Components — 3.8%

Elster Group SE ADR⁽¹⁾		49,740	$	741,126
National Instruments Corp.		92,620		3,222,250
Trimble Navigation, Ltd.⁽¹⁾		73,398		2,630,584


			$	6,593,960




Energy Equipment & Services — 4.9%

Hornbeck Offshore Services, Inc.⁽¹⁾		132,430	$	2,945,243
Patterson-UTI Energy, Inc.		142,220		2,760,490
Rowan Cos., Inc.⁽¹⁾		80,700		2,655,030


			$	8,360,763




Food Products — 4.6%

Corn Products International, Inc.		65,620	$	2,792,131
Flowers Foods, Inc.		101,070		2,575,264
Mead Johnson Nutrition Co., Class A		44,600		2,623,372


			$	7,990,767

See notes to financial statements

Tax-Managed Small-Cap Portfolio as of October 31, 2010

PORTFOLIO OF INVESTMENTS CONT’D


Security	Shares		Value



Health Care Equipment & Supplies — 2.8%

West Pharmaceutical Services, Inc.		72,620	$	2,591,808
Wright Medical Group, Inc.⁽¹⁾		166,570		2,222,044


			$	4,813,852




Health Care Providers & Services — 3.7%

Hanger Orthopedic Group, Inc.⁽¹⁾		102,090	$	1,911,125
Owens & Minor, Inc.		73,540		2,094,419
VCA Antech, Inc.⁽¹⁾		113,140		2,338,604


			$	6,344,148




Household Durables — 1.6%

Tempur-Pedic International, Inc.⁽¹⁾		80,910	$	2,791,395


			$	2,791,395




Household Products — 1.5%

Church & Dwight Co., Inc.		39,380	$	2,593,173


			$	2,593,173




Insurance — 1.0%

Allied World Assurance Co. Holdings, Ltd.		29,210	$	1,671,104


			$	1,671,104




IT Services — 1.8%

Euronet Worldwide, Inc.⁽¹⁾		173,730	$	3,137,564


			$	3,137,564




Life Sciences Tools & Services — 1.5%

Bruker Corp.⁽¹⁾		173,410	$	2,599,416


			$	2,599,416




Machinery — 7.0%

Astec Industries, Inc.⁽¹⁾		77,326	$	2,278,797
Badger Meter, Inc.		30,630		1,272,064
Kadant, Inc.⁽¹⁾		67,410		1,325,281
RBC Bearings, Inc.⁽¹⁾		47,406		1,579,568
Tennant Co.		84,930		2,849,401
Valmont Industries, Inc.		34,480		2,718,748


			$	12,023,859



Media — 1.5%

John Wiley & Sons, Inc., Class A		60,030	$	2,590,895


			$	2,590,895




Multiline Retail — 1.5%

Big Lots, Inc.⁽¹⁾		79,820	$	2,503,953


			$	2,503,953




Oil, Gas & Consumable Fuels — 7.9%

Brigham Exploration Co.⁽¹⁾		125,560	$	2,648,060
Forest Oil Corp.⁽¹⁾		85,820		2,637,249
James River Coal Co.⁽¹⁾		163,550		2,831,051
NAL Oil & Gas Trust		221,600		2,674,670
Rosetta Resources, Inc.⁽¹⁾		117,620		2,812,294


			$	13,603,324




Professional Services — 1.8%

Kelly Services, Inc., Class A⁽¹⁾		208,037	$	3,089,349


			$	3,089,349




Real Estate Investment Trusts (REITs) — 2.0%

American Campus Communities, Inc.		53,300	$	1,685,879
Mid-America Apartment Communities, Inc.		27,930		1,704,568


			$	3,390,447




Road & Rail — 3.2%

Genesee & Wyoming, Inc., Class A⁽¹⁾		57,790	$	2,671,632
Kansas City Southern⁽¹⁾		65,960		2,890,367


			$	5,561,999




Semiconductors & Semiconductor Equipment — 4.9%

Atheros Communications, Inc.⁽¹⁾		51,080	$	1,585,523
Cirrus Logic, Inc.⁽¹⁾		68,480		879,968
Cypress Semiconductor Corp.⁽¹⁾		222,700		3,140,070
MEMC Electronic Materials, Inc.⁽¹⁾		212,910		2,729,506


			$	8,335,067




Software — 3.5%

Mentor Graphics Corp.⁽¹⁾		270,560	$	2,922,048
Parametric Technology Corp.⁽¹⁾		145,980		3,134,191


			$	6,056,239

See notes to financial statements

Tax-Managed Small-Cap Portfolio as of October 31, 2010

PORTFOLIO OF INVESTMENTS CONT’D


Security	Shares		Value



Specialty Retail — 3.1%

Jo-Ann Stores, Inc.⁽¹⁾		64,920	$	2,807,790
RadioShack Corp.		127,630		2,569,192


			$	5,376,982




Textiles, Apparel & Luxury Goods — 1.5%

Warnaco Group, Inc. (The)⁽¹⁾		47,760	$	2,536,534


			$	2,536,534




Thrifts & Mortgage Finance — 1.4%

MGIC Investment Corp.⁽¹⁾		265,470	$	2,341,445


			$	2,341,445



Total Common Stocks
(identified cost $155,692,261)			$	168,151,072




Private Placements — 0.0%

Security	Shares		Value



Metals & Mining — 0.0%

Nevada Pacific Mining Co.^(1)(2)(3)		80,000	$	0



Total Private Placements
(identified cost $80,000)			$	0




Special Warrants — 0.0%

Security	Shares		Value



Metals & Mining — 0.0%

Western Exploration and Development, Ltd.^(1)(2)(3)		600,000	$	0



Total Special Warrants
(identified cost $480,000)			$	0


Short-Term Investments — 2.6%

	Interest
Description	(000’s omitted)		Value


Eaton Vance Cash Reserves Fund, LLC, 0.22%⁽⁴⁾⁽⁵⁾	$	4,554	$	4,554,077



Total Short-Term Investments
(identified cost $4,554,077)			$	4,554,077



Total Investments — 100.4%
(identified cost $160,806,338)			$	172,705,149



Other Assets, Less Liabilities — (0.4)%			$	(740,074	)



Net Assets — 100.0%			$	171,965,075

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)		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, 2010.

(5)		Net income allocated from the investment in Eaton Vance Cash Reserves Fund, LLC and Cash Management Portfolio, an affiliated investment company, for the year ended October 31, 2010 was $8,906 and $0, respectively.

See notes to financial statements

Tax-Managed Small-Cap Portfolio as of October 31, 2010

FINANCIAL STATEMENTS

Statement of Assets and Liabilities


As of October 31, 2010

Assets

Unaffiliated investments, at value (identified cost, $156,252,261)	$	168,151,072
Affiliated investment, at value (identified cost, $4,554,077)		4,554,077
Dividends receivable		27,604
Interest receivable from affiliated investment		1,296
Receivable for investments sold		293,871


Total assets	$	173,027,920





Liabilities

Payable for investments purchased	$	881,933
Payable to affiliates:
Investment adviser fee		88,343
Trustees’ fees		491
Accrued expenses		92,078


Total liabilities	$	1,062,845


Net Assets applicable to investors’ interest in Portfolio	$	171,965,075





Sources of Net Assets

Net proceeds from capital contributions and withdrawals	$	160,066,193
Net unrealized appreciation		11,898,882


Total	$	171,965,075

Statement of Operations


For the Year Ended
October 31, 2010

Investment Income

Dividends (net of foreign taxes, $5,679)	$	734,411
Interest allocated from affiliated investments		12,110
Expenses allocated from affiliated investments		(3,204	)


Total investment income	$	743,317





Expenses

Investment adviser fee	$	1,056,975
Trustees’ fees and expenses		6,138
Custodian fee		128,276
Legal and accounting services		52,484
Miscellaneous		6,327


Total expenses	$	1,250,200



Net investment loss	$	(506,883	)





Realized and Unrealized Gain (Loss)

Net realized gain (loss) —
Investment transactions	$	49,313,855
Investment transactions allocated from affiliated investments		(3,846	)
Foreign currency transactions		2,799


Net realized gain	$	49,312,808


Change in unrealized appreciation (depreciation) —
Investments	$	(9,587,721	)
Foreign currency		71


Net change in unrealized appreciation (depreciation)	$	(9,587,650	)



Net realized and unrealized gain	$	39,725,158



Net increase in net assets from operations	$	39,218,275

See notes to financial statements

Tax-Managed Small-Cap Portfolio as of October 31, 2010

FINANCIAL STATEMENTS CONT’D

Statements of Changes in Net Assets


Increase (Decrease)	Year Ended			Year Ended
in Net Assets	October 31, 2010			October 31, 2009

From operations —
Net investment loss	$	(506,883	)	$	(4,866	)
Net realized gain (loss) from investment and foreign currency transactions		49,312,808			(44,312,234	)
Net change in unrealized appreciation (depreciation) from investments and foreign currency		(9,587,650	)		60,538,806


Net increase in net assets from operations	$	39,218,275		$	16,221,706


Capital transactions —
Contributions	$	10,921,561		$	29,224,452
Withdrawals		(41,231,053	)		(39,532,379	)


Net decrease in net assets from capital transactions	$	(30,309,492	)	$	(10,307,927	)



Net increase in net assets	$	8,908,783		$	5,913,779





Net Assets

At beginning of year	$	163,056,292		$	157,142,513


At end of year	$	171,965,075		$	163,056,292

See notes to financial statements

Tax-Managed Small-Cap Portfolio as of October 31, 2010

FINANCIAL STATEMENTS CONT’D

Supplementary Data


	Year Ended October 31,

	2010			2009			2008			2007			2006



Ratios/Supplemental Data

Ratios (as a percentage of average daily net assets):
Expenses⁽¹⁾		0.74	%		0.75	%		0.74	%		0.74	%		0.74	%⁽²⁾
Net investment income (loss)		(0.30	)%		(0.00	)%⁽³⁾⁽⁴⁾		(0.27	)%		(0.22	)%		0.01	%
Portfolio Turnover		114	%		95	%		93	%		78	%		99	%


Total Return		25.69	%		11.86	%		(34.33	)%		29.67	%		22.33	%



Net assets, end of year (000’s omitted)	$	171,965		$	163,056		$	157,143		$	188,039		$	159,050


(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% of average daily net assets for the year ended October 31, 2006).

(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

Tax-Managed Small-Cap Portfolio as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS

1 Significant Accounting Policies

Tax-Managed Small-Cap Portfolio (the Portfolio) is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as a diversified, open-end management investment company. The Portfolio’s investment objective is to achieve long-term, after-tax returns by investing in a diversified portfolio of publicly traded equity securities of small-cap companies. The Declaration of Trust permits the Trustees to issue interests in the Portfolio. At October 31, 2010, Eaton Vance Tax-Managed Small-Cap Fund and Eaton Vance Tax-Managed Equity Asset Allocation Fund held an interest of 78.9% and 21.0%, 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 Investment Valuation — Equity securities (including common shares of closed-end investment companies) listed on a U.S. securities exchange generally are valued at the last sale or closing 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 purchased 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 Eaton Vance Cash Reserves Fund, LLC (Cash Reserves Fund), an affiliated investment company managed by Eaton Vance Management (EVM). Cash Reserves Fund generally values its investment securities utilizing the amortized cost valuation technique in accordance with Rule 2a-7 under 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 Reserves Fund may value its investment securities based on available market quotations provided by a third party pricing service.

Tax-Managed Small-Cap Portfolio as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS CONT’D

2 Investment Adviser Fee and Other Transactions with Affiliates

The investment adviser fee is earned by Boston Management and Research (BMR), a subsidiary of EVM, as compensation for investment advisory services rendered to the Portfolio. The fee is computed at an annual rate of 0.625% of the Portfolio’s average daily net assets up to $500 million and is payable monthly. On net assets of $500 million and over, the annual fee is reduced. Prior to its liquidation in February 2010, the portion of the adviser fee payable by Cash Management Portfolio, an affiliated investment company, on the Portfolio’s investment of cash therein was credited against the Portfolio’s investment adviser fee. The Portfolio currently invests its cash in Cash Reserves Fund. EVM does not currently receive a fee for advisory services provided to Cash Reserves Fund. For the year ended October 31, 2010, the Portfolio’s investment adviser fee totaled $1,059,381 of which $2,406 was allocated from Cash Management Portfolio and $1,056,975 was paid or accrued directly by the Portfolio. For the year ended October 31, 2010, the Portfolio’s investment adviser fee, including the portion allocated from Cash Management Portfolio, was 0.625% of the Portfolio’s average daily net assets.

Tax-Managed Small-Cap Portfolio as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS CONT’D

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, 2010, no significant amounts have been deferred. Certain officers and Trustees of the Portfolio are officers of the above organizations.

3 Purchases and Sales of Investments

Purchases and sales of investments, other than short-term obligations, aggregated $184,454,737 and $212,428,766, respectively, for the year ended October 31, 2010.

4 Federal Income Tax Basis of Investments

The cost and unrealized appreciation (depreciation) of investments of the Portfolio at October 31, 2010, as determined on a federal income tax basis, were as follows:


Aggregate cost	$	161,008,053


Gross unrealized appreciation	$	15,593,518
Gross unrealized depreciation		(3,896,422	)


Net unrealized appreciation	$	11,697,096

The net unrealized appreciation on foreign currency transactions at October 31, 2010 on a federal income tax basis was $71.

5 Restricted Securities

At October 31, 2010, the Portfolio owned the following securities (representing 0.0% 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	$	0


					$	480,000	$	0


Total Restricted Securities							$	0

6 Line of Credit

7 Fair Value Measurements


	•	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, 2010, the inputs used in valuing the Portfolio’s investments, which are carried at value, were as follows:


	Quoted
	Prices in
	Active		Significant
	Markets for		Other		Significant
	Identical		Observable		Unobservable
	Assets		Inputs		Inputs

Asset Description	(Level 1)		(Level 2)		(Level 3)		Total

Common Stocks	$	168,151,072	$	—	$	—	$	168,151,072
Private Placements		—		—		0		0
Special Warrants		—		—		0		0
Short-Term Investments		—		4,554,077		—		4,554,077


Total Investments	$	168,151,072	$	4,554,077	$	0	$	172,705,149

Tax-Managed Small-Cap Portfolio as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS CONT’D

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
	Private		Special
	Placements		Warrants			Total

Balance as of October 31, 2009	$	0	$	90,000		$	90,000
Realized gains (losses)		—		—			—
Change in net unrealized appreciation (depreciation)*		0		(90,000	)		(90,000	)
Net purchases (sales)		—		—			—
Accrued discount (premium)		—		—			—
Net transfers to (from) Level 3		—		—			—


Balance as of October 31, 2010	$	0	$	0		$	0


Change in net unrealized appreciation (depreciation) on investments still held as of October 31, 2010*	$	0	$	(90,000	)	$	(90,000	)


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

Tax-Managed Small-Cap Portfolio as of October 31, 2010

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, 2010, 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, 2010, 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, 2010, 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, 2010

Eaton Vance Tax-Managed Small-Cap Fund

BOARD OF TRUSTEES’ CONTRACT APPROVAL

Overview of the Contract Review Process

Information about Fees, Performance and Expenses


	•	An independent report comparing the advisory and related fees paid by each fund with fees paid by comparable funds;
	•	An independent report comparing each fund’s total expense ratio and its components to comparable funds;
	•	An independent report comparing the investment performance of each fund (including yield where relevant) to the investment performance of comparable funds over various time periods;
	•	Data regarding investment performance in comparison to relevant peer groups of similarly managed funds and appropriate indices;
	•	For each fund, comparative information concerning the fees charged and the services provided by each adviser in managing other mutual funds and institutional accounts using investment strategies and techniques similar to those used in managing such fund;
	•	Profitability analyses for each adviser with respect to each fund;

Information about Portfolio Management


	•	Descriptions of the investment management services provided to each fund, including the investment strategies and processes employed, and any changes in portfolio management processes and personnel;
	•	Information concerning the allocation of brokerage and the benefits received by each adviser as a result of brokerage allocation, including information concerning the acquisition of research through “soft dollar” benefits received in connection with the funds’ brokerage, and the implementation of a soft dollar reimbursement program established with respect to the funds;
	•	Data relating to portfolio turnover rates of each fund;
	•	The procedures and processes used to determine the fair value of fund assets and actions taken to monitor and test the effectiveness of such procedures and processes;

Information about each Adviser


	•	Reports detailing the financial results and condition of each adviser;
	•	Descriptions of the qualifications, education and experience of the individual investment professionals whose responsibilities include portfolio management and investment research for the funds, and information relating to their compensation and responsibilities with respect to managing other mutual funds and investment accounts;
	•	Copies of the Codes of Ethics of each adviser and its affiliates, together with information relating to compliance with and the administration of such codes;
	•	Copies of or descriptions of each adviser’s policies and procedures relating to proxy voting, the handling of corporate actions and class actions;
	•	Information concerning the resources devoted to compliance efforts undertaken by each adviser and its affiliates on behalf of the funds (including descriptions of various compliance programs) and their record of compliance with investment policies and restrictions, including policies with respect to market-timing, late trading and selective portfolio disclosure, and with policies on personal securities transactions;
	•	Descriptions of the business continuity and disaster recovery plans of each adviser and its affiliates;
	•	A description of Eaton Vance Management’s procedures for overseeing third party advisers and sub-advisers;

Other Relevant Information


	•	Information concerning the nature, cost and character of the administrative and other non-investment management services provided by Eaton Vance Management and its affiliates;
	•	Information concerning management of the relationship with the custodian, subcustodians and fund accountants by each adviser or the funds’ administrator; and
	•	The terms of each advisory agreement.

Eaton Vance Tax-Managed Small-Cap Fund

BOARD OF TRUSTEES’ CONTRACT APPROVAL CONT’D

Results of the Process

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 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 methods of the Adviser to recruit and retain investment personnel, and the time and attention devoted to the Portfolio by senior management.

Eaton Vance Tax-Managed Small-Cap Fund

BOARD OF TRUSTEES’ CONTRACT APPROVAL CONT’D

Fund Performance

Management Fees and Expenses

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 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 and the Portfolio, on the other hand, can expect to realize benefits from economies of scale as the assets of the Fund and the Portfolio increase. The Board acknowledged the difficulty in accurately measuring the benefits resulting from the economies of scale with respect to the management of any specific fund or group of funds. The Board reviewed data summarizing the increases and decreases in the assets of the Fund and of all Eaton Vance Funds as a group over various time periods, and evaluated the extent to which the total expense ratio of the Fund and the profitability of the Adviser and its affiliates may have been affected by such increases or decreases. Based upon the foregoing, the Board concluded that the benefits from economies of scale are currently being shared equitably by the Adviser and its affiliates and the Fund. The Board also concluded that, assuming reasonably foreseeable increases in the assets of the Portfolio, the structure of the advisory fee, which includes breakpoints at several asset levels, can be expected to cause the Adviser and its affiliates and the Fund and the Portfolio to continue to share such benefits equitably.

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 or her position with EVM listed below.

Position(s)

Term of

Number of Portfolios

with the

Office and

Principal Occupation(s)

in Fund Complex

Name and

Trust and

Length of

During Past Five Years and

Overseen By

Other Directorships Held

Year of Birth

the Portfolio

Service

Other Relevant Experience

Trustee⁽¹⁾

During the Last Five Years⁽²⁾

Interested Trustee

Thomas E. Faust Jr.
1958

Trustee and
President of
the Trust

Trustee since 2007 and President of the Trust since 2002

184

Director of EVC.

Noninterested Trustees

Benjamin C. Esty
1963

Trustee

Since 2005

Roy and Elizabeth Simmons Professor of Business Administration and Finance Unit Head, Harvard University Graduate School of Business Administration.

184

None

Allen R. Freedman
1940

Trustee

Since 2007

184

Director of Assurant, Inc. (insurance provider) and Stonemor Partners, L.P. (owner and operator of cemeteries).

William H. Park
1947

Trustee

Since 2003

184

None

Ronald A. Pearlman
1940

Trustee

Since 2003

184

None

Helen Frame Peters
1948

Trustee

Since 2008

184

Eaton Vance Tax-Managed Small-Cap Fund

MANAGEMENT AND ORGANIZATION CONT’D

Position(s)

Term of

Number of Portfolios

with the

Office and

Principal Occupation(s)

in Fund Complex

Name and

Trust and

Length of

During Past Five Years and

Overseen By

Other Directorships Held

Year of Birth

the Portfolio

Service

Other Relevant Experience

Trustee⁽¹⁾

During the Last Five Years⁽²⁾

Noninterested Trustees (continued)

Lynn A. Stout
1957

Trustee

Since 1998

184

None

Ralph F. Verni
1943

Chairman of
the Board
and Trustee

Chairman of the Board since 2007 and Trustee since 2005

184

None

Principal Officers who are not Trustees


	Position(s)	Term of
	with the	Office and
Name and	Trust and	Length of	Principal Occupation(s)
Year of Birth	the Portfolio	Service	During Past Five Years


William H. Ahern, Jr. 1959	Vice President of the Trust	Since 1995	Vice President of EVM and BMR. Officer of 80 registered investment companies managed by EVM or BMR.

John R. Baur 1970	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 was an Account Team Representative in Singapore for Applied Materials, Inc. Officer of 37 registered investment companies managed by EVM or BMR.

Maria C. Cappellano 1967	Vice President of the Trust	Since 2009	Vice President of EVM and BMR. Officer of 49 registered investment companies managed by EVM or BMR.

Michael A. Cirami 1975	Vice President of the Trust	Since 2008	Vice President of EVM and BMR. Officer of 37 registered investment companies managed by EVM or BMR.

Cynthia J. Clemson 1963	Vice President of the Trust	Since 2005	Vice President of EVM and BMR. Officer of 96 registered investment companies managed by EVM or BMR.

John H. Croft 1962	Vice President of the Trust	Since 2010	Vice President of EVM and BMR. Officer of 38 registered investment companies managed by EVM or BMR.

Charles B. Gaffney 1972	Vice President of the Trust	Since 2007	Director of Equity Research and a Vice President of EVM and BMR. Officer of 33 registered investment companies managed by EVM or BMR.

Christine M. Johnston 1972	Vice President of the Trust	Since 2007	Vice President of EVM and BMR. Officer of 40 registered investment companies managed by EVM or BMR.

Aamer Khan 1960	Vice President of the Trust	Since 2005	Vice President of EVM and BMR. Officer of 36 registered investment companies managed by EVM or BMR.

Thomas H. Luster 1962	Vice President of the Trust	Since 2006	Vice President of EVM and BMR. Officer of 55 registered investment companies managed by EVM or BMR.

Jeffrey A. Rawlins 1961	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 33 registered investment companies managed by EVM or BMR.

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)
Year of Birth	the Portfolio	Service	During Past Five Years


Principal Officers who are not Trustees (continued)

Duncan W. Richardson 1957	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 1954	Vice President of the Trust	Since 2003	Vice President of EVM and BMR. Officer of 54 registered investment companies managed by EVM or BMR.

Susan Schiff 1961	Vice President of the Trust	Since 2002	Vice President of EVM and BMR. Officer of 38 registered investment companies managed by EVM or BMR.

Thomas Seto 1962	Vice President of the Trust	Since 2007	Vice President and Director of Portfolio Management of Parametric. Officer of 33 registered investment companies managed by EVM or BMR.

David M. Stein 1951	Vice President of the Trust	Since 2007	Managing Director and Chief Investment Officer of Parametric. Officer of 33 registered investment companies managed by EVM or BMR.

Eric A. Stein 1980	Vice President of the Trust	Since 2009	Vice President of EVM and BMR. Originally joined EVM in July 2002. Prior to re-joining EVM in September 2008, Mr. Stein worked at the Federal Reserve Bank of New York (2007-2008) and attended business school in Chicago, Illinois. Officer of 34 registered investment companies managed by EVM or BMR.

Dan R. Strelow 1959	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 33 registered investment companies managed by EVM or BMR.

Nancy B. Tooke 1946	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). Officer of 3 registered investment companies managed by EVM or BMR.

Mark S. Venezia 1949	Vice President of the Trust	Since 2007	Vice President of EVM and BMR. Officer of 40 registered investment companies managed by EVM or BMR.

Adam A. Weigold 1975	Vice President of the Trust	Since 2007	Vice President of EVM and BMR. Officer of 73 registered investment companies managed by EVM or BMR.

Barbara E. Campbell 1957	Treasurer	Of the Trust since 2005 and of the Portfolio since 2008	Vice President of EVM and BMR. Officer of 184 registered investment companies managed by EVM or BMR.

Maureen A. Gemma 1960	Secretary and Chief Legal Officer	Secretary since 2007 and Chief Legal Officer since 2008	Vice President of EVM and BMR. Officer of 184 registered investment companies managed by EVM or BMR.

Paul M. O’Neil 1953	Chief Compliance Officer	Since 2004	Vice President of EVM and BMR. Officer of 184 registered investment companies managed by EVM or BMR.


(1)		Includes both master and feeder funds in a master-feeder structure.

(2)		During their respective tenures, the Trustees also served as trustees of one or more of the following Eaton Vance funds (which operated in the years noted): Eaton Vance Credit Opportunities Fund (launched in 2005 and terminated in 2010); Eaton Vance Insured Florida Plus Municipal Bond Fund (launched in 2002 and terminated in 2009); and Eaton Vance National Municipal Income Fund (launched in 1998 and terminated in 2009).

This Page Intentionally Left Blank

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

BNY Mellon Asset 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


130-12/10	MGSRC

IMPORTANT NOTICES


	•	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.

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).

Eaton Vance Tax-Managed Small-Cap Value Fund as of October 31, 2010

MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE

Economic and Market Conditions

•

U.S.

Gregory R. Greene, CFA
Lead Portfolio Managerequity markets seesawed their way to solid gains for the 12 months ending October 31, 2010. Over the course of the year, investors’ attitudes toward risk were buffeted by unsettling macroeconomic factors and political uncertainty. In fact, until the final few months of the period, the markets continued to exhibit the general lack of confidence and ongoing volatility that has characterized the equity space through most of the past two years.

•	Domestic equities made a strong start to the period but pulled back in the April-June quarter, as sovereign debt problems in the eurozone, slower growth in China and a turbulent U.S. political environment chilled investor sentiment. Despite these macro concerns, however, signs of economic growth, albeit somewhat anemic, and improvements in corporate business fundamentals also began to appear. By September and October, investors seemed to have grown more comfortable with risk tolerance, and equities began to establish some traction to the upside.

•	For the year as a whole, the S&P 500 Index gained 16.52%, the Dow Jones Industrial Average rose 17.62% and the NASDAQ Composite Index was up 23.88%. Growth stocks outperformed value stocks across all market capitalizations, and mid-and small-cap stocks outpaced large-cap stocks.

Management Discussion

•		The Fund¹ recorded double-digit gains for the year ending October 31, 2010, but underperformed the Russell 2000 Value Index (the Index)² and its Lipper peer group. Both industry allocation and stock selection were contributing factors to the shortfall. While the growth style outperformed the value style of investing over the period, small-cap stocks overall posted strong returns, outpacing many larger-cap counterparts. Within the Index, each of the 10 economic sectors saw double-digit returns. The strongest gains came from the materials sector (+38%), with consumer staples (+15%) posting the smallest advances.

•		Although the Fund’s underweight allocation in the financials sector was positive, it was offset by negative stock selection, making it the largest detractor from performance relative to the Index. In particular, two Fund holdings in thrifts & mortgage finance underperformed, while a lack of exposure to outperforming real estate investment trusts also detracted. Fund positions in energy and health care further dampened relative returns.


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


Class A³	18.42	%
Class B³	17.53
Class C³	17.51
Class I³	18.75
Russell 2000 Value Index²	24.43
Lipper Small-Cap Value Funds Average²	24.30

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


¹		The Fund currently invests in a separate 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.

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. 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 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.

Eaton Vance Tax-Managed Small-Cap Value Fund as of October 31, 2010

MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE

•		Conversely, the Fund had positive contributions from stock selection in the utilities sector – especially from selections in electric utilities – and in the consumer staples sector, where a Fund holding in the personal products group posted strong performance. Outperforming industries, such as software, construction & engineering, and building products also aided returns.

•		As always, management remains committed to find-ing 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


NetScout Systems, Inc.	3.5	%
Owens & Minor, Inc.	3.1
Cleco Corp.	3.0
Washington Federal, Inc.	3.0
Trustmark Corp.	3.0
TreeHouse Foods, Inc.	3.0
Teleflex, Inc.	2.9
Tower Group, Inc.	2.9
BJ’s Wholesale Club, Inc.	2.7
AptarGroup, Inc.	2.7


¹		Top 10 Holdings represented 29.8% of the Portfolio’s net assets as of 10/31/10. Excludes cash equivalents.

Sector Weightings²

By net assets


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

Eaton Vance Tax-Managed Small-Cap Value Fund as of October 31, 2010

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 2000 Value Index, an unmanaged index of U.S. small-cap 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 2000 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.


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		18.42	%		17.53	%		17.51	%		18.75	%
Five Years		4.08			3.31			3.31			N.A.
Life of Fund†		6.94			6.16			6.17			14.27

SEC Average Annual Total Returns (including sales charge or applicable CDSC)

One Year		11.63	%		12.53	%		16.51	%		18.75	%
Five Years		2.86			2.99			3.31			N.A.
Life of Fund†		6.21			6.16			6.17			14.27


^†		Inception date – Class A, Class B and Class C: 3/4/02; Class I: 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 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 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.


Total Annual
Operating Expenses²	Class A			Class B			Class C			Class I


Gross Expense Ratio		2.20	%		2.95	%		2.95	%		1.95	%
Net Expense Ratio		1.65			2.40			2.40			1.40


²		Source: Prospectus dated 3/1/10. Net Expense Ratio reflects a contractual expense reimbursement that continues through 2/28/11. Thereafter, the expense reimbursement may be changed or terminated at any time. Without this expense reimbursement, performance would have been lower.


*		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) and Class I shares on 10/1/09 (commencement of operations) would have been valued at $16,786, $16,794 and $11,557, respectively, on 10/31/10. 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.

Eaton Vance Tax-Managed Small-Cap Value Fund as of October 31, 2010

FUND PERFORMANCE


Average Annual Total Returns
(For the periods ended October 31, 2010)

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


	One Year			Five Years			Life of Fund

Return Before Taxes		18.42	%		4.08	%		6.94	%
Return After Taxes on Distributions		18.42			3.39			6.53
Return After Taxes on Distributions and Sale of Fund Shares		11.97			3.48			6.08

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


	One Year			Five Years			Life of Fund

Return Before Taxes		11.63	%		2.86	%		6.21	%
Return After Taxes on Distributions		11.63			2.18			5.80
Return After Taxes on Distributions and Sale of Fund Shares		7.56			2.42			5.42


Average Annual Total Returns
(For the periods ended October 31, 2010)

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


	One Year			Five Years			Life of Fund

Return Before Taxes		17.51	%		3.31	%		6.17	%
Return After Taxes on Distributions		17.51			2.60			5.74
Return After Taxes on Distributions and Sale of Fund Shares		11.38			2.82			5.39

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


	One Year			Five Years			Life of Fund

Return Before Taxes		16.51	%		3.31	%		6.17	%
Return After Taxes on Distributions		16.51			2.60			5.74
Return After Taxes on Distributions and Sale of Fund Shares		10.73			2.82			5.39


Average Annual Total Returns
(For the periods ended October 31, 2010)

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


	One Year			Five Years			Life of Fund

Return Before Taxes		17.53	%		3.31	%		6.16	%
Return After Taxes on Distributions		17.53			2.60			5.74
Return After Taxes on Distributions and Sale of Fund Shares		11.39			2.83			5.39

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


	One Year			Five Years			Life of Fund

Return Before Taxes		12.53	%		2.99	%		6.16	%
Return After Taxes on Distributions		12.53			2.26			5.74
Return After Taxes on Distributions and Sale of Fund Shares		8.14			2.54			5.39


Average Annual Total Returns
(For the periods ended October 31, 2010)

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


	One Year			Life of Fund

Return Before Taxes		18.75	%		14.27	%
Return After Taxes on Distributions		18.75			14.27
Return After Taxes on Distributions and Sale of Fund Shares		12.19			12.14

Class A, Class B and Class C of the Fund commenced investment operations on 3/4/02 and Class I commenced investment operations on 10/1/09. 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.

Eaton Vance Tax-Managed Small-Cap Value Fund as of October 31, 2010

FUND EXPENSES

Eaton Vance Tax-Managed Small-Cap Value Fund


	Beginning Account Value		Ending Account Value		Expenses Paid During Period*
	(5/1/10)		(10/31/10)		(5/1/10 – 10/31/10)


Actual
Class A		$1,000.00		$968.00		$8.23	**
Class B		$1,000.00		$964.90		$11.89	**
Class C		$1,000.00		$964.30		$11.88	**
Class I		$1,000.00		$969.40		$7.00	**





Hypothetical
(5% return per year before expenses)
Class A		$1,000.00		$1,016.80		$8.44	**
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		$7.17	**


	*	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, 2010. 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 sub-adviser of the Portfolio, expenses would be higher.

Eaton Vance Tax-Managed Small-Cap Value Fund as of October 31, 2010

FINANCIAL STATEMENTS

Statement of Assets and Liabilities


As of October 31, 2010

Assets

Investment in Tax-Managed Small-Cap Value Portfolio, at value (identified cost, $29,424,949)	$	36,354,246
Receivable for Fund shares sold		20,848
Receivable from affiliates		7,909


Total assets	$	36,383,003



Liabilities

Payable for Fund shares redeemed	$	51,250
Payable to affiliates:
Distribution and service fees		13,318
Administration fee		4,568
Trustees’ fees		42
Accrued expenses		39,293


Total liabilities	$	108,471


Net Assets	$	36,274,532



Sources of Net Assets

Paid-in capital	$	27,608,719
Accumulated net realized gain from Portfolio		1,736,516
Net unrealized appreciation from Portfolio		6,929,297


Total	$	36,274,532



Class A Shares

Net Assets	$	25,447,597
Shares Outstanding		1,790,497
Net Asset Value and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	14.21
Maximum Offering Price Per Share
(100 ¸ 94.25 of net asset value per share)	$	15.08



Class B Shares

Net Assets	$	2,071,295
Shares Outstanding		156,815
Net Asset Value and Offering Price Per Share*
(net assets ¸ shares of beneficial interest outstanding)	$	13.21



Class C Shares

Net Assets	$	7,312,015
Shares Outstanding		552,933
Net Asset Value and Offering Price Per Share*
(net assets ¸ shares of beneficial interest outstanding)	$	13.22



Class I Shares

Net Assets	$	1,443,625
Shares Outstanding		101,313
Net Asset Value, Offering Price and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	14.25

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, 2010

Investment Income

Dividends allocated from Portfolio	$	466,880
Interest allocated from Portfolio		100
Expenses allocated from Portfolio		(396,708	)


Total investment income from Portfolio	$	70,272





Expenses

Administration fee	$	52,459
Distribution and service fees
Class A		60,232
Class B		25,146
Class C		71,130
Trustees’ fees and expenses		500
Custodian fee		9,079
Transfer and dividend disbursing agent fees		64,005
Legal and accounting services		18,292
Printing and postage		18,192
Registration fees		47,699
Miscellaneous		13,101


Total expenses	$	379,835


Deduct —
Allocation of expenses to affiliates	$	129,707


Total expense reductions	$	129,707



Net expenses	$	250,128



Net investment loss	$	(179,856	)





Realized and Unrealized Gain (Loss) from Portfolio

Net realized gain (loss) —
Investment transactions	$	3,554,056


Net realized gain	$	3,554,056


Change in unrealized appreciation (depreciation) —
Investments	$	2,079,437


Net change in unrealized appreciation (depreciation)	$	2,079,437



Net realized and unrealized gain	$	5,633,493



Net increase in net assets from operations	$	5,453,637

See notes to financial statements

Eaton Vance Tax-Managed Small-Cap Value Fund as of October 31, 2010

FINANCIAL STATEMENTS CONT’D

Statements of Changes in Net Assets


Increase (Decrease)	Year Ended			Year Ended
in Net Assets	October 31, 2010			October 31, 2009

From operations —
Net investment loss	$	(179,856	)	$	(2,466	)
Net realized gain (loss) from investment transactions		3,554,056			(1,095,550	)
Net change in unrealized appreciation (depreciation) from investments		2,079,437			2,989,518


Net increase in net assets from operations	$	5,453,637		$	1,891,502


Transactions in shares of beneficial interest —
Proceeds from sale of shares
Class A	$	6,808,613		$	10,918,543
Class B		583,873			443,819
Class C		1,510,053			2,200,272
Class I		669,727			947,942
Cost of shares redeemed
Class A		(7,858,205	)		(8,843,036	)
Class B		(552,946	)		(912,594	)
Class C		(1,602,840	)		(1,565,217	)
Class I		(317,434	)		(2,956	)
Net asset value of shares exchanged
Class A		1,000,311			393,125
Class B		(1,000,311	)		(393,125	)


Net increase (decrease) in net assets from Fund share transactions	$	(759,159	)	$	3,186,773



Net increase in net assets	$	4,694,478		$	5,078,275





Net Assets

At beginning of year	$	31,580,054		$	26,501,779


At end of year	$	36,274,532		$	31,580,054

See notes to financial statements

Eaton Vance Tax-Managed Small-Cap Value Fund as of October 31, 2010

FINANCIAL STATEMENTS CONT’D

Financial Highlights


	Class A

	Year Ended October 31,

	2010			2009			2008			2007			2006

Net asset value — Beginning of year	$	12.000		$	11.400		$	16.050		$	15.400		$	14.640





Income (Loss) From Operations

Net investment income (loss)⁽¹⁾	$	(0.043	)	$	0.022		$	(0.003	)	$	(0.058	)	$	(0.066	)
Net realized and unrealized gain (loss)		2.253			0.578			(3.146	)		1.857			1.644


Total income (loss) from operations	$	2.210		$	0.600		$	(3.149	)	$	1.799		$	1.578





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	$	14.210		$	12.000		$	11.400		$	16.050		$	15.400



Total Return⁽²⁾		18.42	%		5.36	%		(21.61	)%		12.30	%		11.24	%





Ratios/Supplemental Data

Net assets, end of year (000’s omitted)	$	25,448		$	21,727		$	17,628		$	18,978		$	15,695
Ratios (as a percentage of average daily net assets):
Expenses^(3)(4)(5)		1.65	%		1.65	%		1.65	%		1.69	%		1.75	%
Net investment income (loss)		(0.32	)%		0.21	%		(0.02	)%		(0.37	)%		(0.44	)%
Portfolio Turnover of the Portfolio		51	%		66	%		103	%		80	%		49	%


(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 0.37%, 0.55%, 0.32%, 0.32% and 0.26% of average daily net assets for the years ended October 31, 2010, 2009, 2008, 2007 and 2006, 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

Eaton Vance Tax-Managed Small-Cap Value Fund as of October 31, 2010

FINANCIAL STATEMENTS CONT’D

Financial Highlights


	Class B

	Year Ended October 31,

	2010			2009			2008			2007			2006

Net asset value — Beginning of year	$	11.240		$	10.750		$	15.330		$	14.870		$	14.260





Income (Loss) From Operations

Net investment loss⁽¹⁾	$	(0.132	)	$	(0.049	)	$	(0.102	)	$	(0.168	)	$	(0.174	)
Net realized and unrealized gain (loss)		2.102			0.539			(2.977	)		1.777			1.602


Total income (loss) from operations	$	1.970		$	0.490		$	(3.079	)	$	1.609		$	1.428





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	$	13.210		$	11.240		$	10.750		$	15.330		$	14.870



Total Return⁽²⁾		17.53	%		4.56	%		(22.15	)%		11.41	%		10.45	%





Ratios/Supplemental Data

Net assets, end of year (000’s omitted)	$	2,071		$	2,638		$	3,538		$	6,412		$	7,033
Ratios (as a percentage of average daily net assets):
Expenses^(3)(4)(5)		2.40	%		2.40	%		2.40	%		2.44	%		2.50	%
Net investment loss		(1.06	)%		(0.51	)%		(0.79	)%		(1.12	)%		(1.20	)%
Portfolio Turnover of the Portfolio		51	%		66	%		103	%		80	%		49	%


(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 0.37%, 0.55%, 0.32%, 0.32% and 0.26% of average daily net assets for the years ended October 31, 2010, 2009, 2008, 2007 and 2006, 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

Eaton Vance Tax-Managed Small-Cap Value Fund as of October 31, 2010

FINANCIAL STATEMENTS CONT’D

Financial Highlights


	Class C

	Year Ended October 31,

	2010			2009			2008			2007			2006

Net asset value — Beginning of year	$	11.250		$	10.760		$	15.350		$	14.880		$	14.270





Income (Loss) From Operations

Net investment loss⁽¹⁾	$	(0.133	)	$	(0.053	)	$	(0.100	)	$	(0.169	)	$	(0.174	)
Net realized and unrealized gain (loss)		2.103			0.543			(2.989	)		1.788			1.602


Total income (loss) from operations	$	1.970		$	0.490		$	(3.089	)	$	1.619		$	1.428





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	$	13.220		$	11.250		$	10.760		$	15.350		$	14.880



Total Return⁽²⁾		17.51	%		4.55	%		(22.19	)%		11.47	%		10.44	%





Ratios/Supplemental Data

Net assets, end of year (000’s omitted)	$	7,312		$	6,317		$	5,336		$	7,145		$	7,805
Ratios (as a percentage of average daily net assets):
Expenses^(3)(4)(5)		2.40	%		2.40	%		2.40	%		2.44	%		2.50	%
Net investment loss		(1.06	)%		(0.54	)%		(0.78	)%		(1.12	)%		(1.19	)%
Portfolio Turnover of the Portfolio		51	%		66	%		103	%		80	%		49	%


(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 0.37%, 0.55%, 0.32%, 0.32% and 0.26% of average daily net assets for the years ended October 31, 2010, 2009, 2008, 2007 and 2006, 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

Eaton Vance Tax-Managed Small-Cap Value Fund as of October 31, 2010

FINANCIAL STATEMENTS CONT’D

Financial Highlights


	Class I

	Year Ended			Period Ended
	October 31, 2010			October 31, 2009⁽¹⁾

Net asset value — Beginning of period	$	12.000		$	12.330





Income (Loss) From Operations

Net investment loss⁽²⁾	$	(0.011	)	$	(0.001	)
Net realized and unrealized gain (loss)		2.261			(0.329	)


Total income (loss) from operations	$	2.250		$	(0.330	)





Less Distributions

From net realized gain	$	—		$	—


Total distributions	$	—		$	—



Net asset value — End of period	$	14.250		$	12.000



Total Return⁽³⁾		18.75	%		(2.68	)%⁽⁴⁾





Ratios/Supplemental Data

Net assets, end of period (000’s omitted)	$	1,444		$	897
Ratios (as a percentage of average daily net assets):
Expenses^(5)(6)(7)		1.40	%		1.40	%⁽⁸⁾
Net investment loss		(0.08	)%		(0.07	)%⁽⁸⁾
Portfolio Turnover of the Portfolio		51	%		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 0.37% and 0.58% of average daily net assets for the year ended October 31, 2010 and the period ended October 31, 2009, respectively.) 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

Eaton Vance Tax-Managed Small-Cap Value Fund as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS

1 Significant 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 Massachusetts business 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 (50.2% at October 31, 2010). 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 Investment 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.

B Income — 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.

During the year ended October 31, 2010, a capital loss carryforward of $1,673,990 was utilized to offset net realized gains by the fund.

G Indemnifications — 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. Under Massachusetts law, if certain conditions prevail, shareholders of a Massachusetts business trust, (such as the Trust) could be deemed to have personal liability for the obligations of the Trust. However, the Trust’s Declaration of Trust contains an express disclaimer of liability on the part of Fund shareholders and the By-laws provide that the Trust shall assume the defense on behalf of any Fund shareholders. Moreover, the By-laws also provide for indemnification out of Fund property of any shareholder held personally liable solely by reason of being or having been a shareholder for all loss or expense arising from such liability. Additionally, in the normal course of

Eaton Vance Tax-Managed Small-Cap Value Fund as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS CONT’D

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

2 Distributions to Shareholders

During the year ended October 31, 2010, accumulated net investment loss was decreased by $179,856 and paid-in capital was decreased by $179,856 due to differences between book and tax accounting, primarily 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, 2010, the components of distributable earnings (accumulated losses) and unrealized appreciation (depreciation) on a tax basis were as follows:


Net unrealized appreciation	$	6,792,307
Undistributed long-term capital gains	$	1,873,506

3 Transactions 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, 2010, the administration fee amounted to $52,459. 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 February 28, 2011. Pursuant to this agreement, EVM and Fox were allocated $32,427 and $97,280, respectively, of the Fund’s operating expenses for the year ended October 31, 2010. 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, 2010, EVM earned $2,883 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 $6,059 as its portion of the sales charge on sales of Class A shares for the year ended October 31, 2010. 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).

4 Distribution Plans

Eaton Vance Tax-Managed Small-Cap Value Fund as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS CONT’D

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, 2010, the Fund paid or accrued to EVD $18,860 and $53,347 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, 2010, the amounts of Uncovered Distribution Charges of EVD calculated under the Class B and Class C Plans were approximately $60,000 and $578,000, 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, 2010 amounted to $6,286 and $17,783 for Class B and Class C shares, respectively.

5 Contingent 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, 2010, the Fund was informed that EVD received approximately $30, $2,000 and $300 of CDSCs paid by Class A, Class B and Class C shareholders, respectively.

6 Investment Transactions

For the year ended October 31, 2010, increases and decreases in the Fund’s investment in the Portfolio aggregated $4,821,793 and $5,775,664, respectively.

7 Shares of Beneficial Interest


	Year Ended October 31,
Class A	2010			2009

Sales		497,403			1,079,505
Redemptions		(591,163	)		(856,038	)
Exchange from Class B shares		73,706			40,081


Net increase (decrease)		(20,054	)		263,548




	Year Ended October 31,
Class B	2010			2009

Sales		45,055			44,636
Redemptions		(43,997	)		(96,340	)
Exchange to Class A shares		(79,031	)		(42,612	)


Net decrease		(77,973	)		(94,316	)




	Year Ended October 31,
Class C	2010			2009

Sales		119,839			229,731
Redemptions		(128,452	)		(164,041	)


Net increase (decrease)		(8,613	)		65,690




	Year Ended			Period Ended
Class I	October 31, 2010			October 31, 2009⁽¹⁾

Sales		50,565			74,975
Redemptions		(23,988	)		(239	)


Net increase		26,577			74,736


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

Eaton Vance Tax-Managed Small-Cap Value Fund as of October 31, 2010

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, 2010, 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, 2010, 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, 2010

Eaton Vance Tax-Managed Small-Cap Value Fund as of October 31, 2010

FEDERAL TAX INFORMATION (Unaudited)

Tax-Managed Small-Cap Value Portfolio as of October 31, 2010

PORTFOLIO OF INVESTMENTS


Common Stocks — 96.5%

Security	Shares		Value


Aerospace & Defense — 1.4%

AAR Corp.⁽¹⁾		47,700	$	1,051,308


			$	1,051,308




Auto Components — 1.6%

BorgWarner, Inc.⁽¹⁾		21,200	$	1,189,532


			$	1,189,532




Chemicals — 2.4%

RPM International, Inc.		82,400	$	1,706,504


			$	1,706,504




Commercial Banks — 8.3%

First Midwest Bancorp, Inc.		70,300	$	752,913
Glacier Bancorp, Inc.		4,200		54,600
National Penn Bancshares, Inc.		280,100		1,817,849
Prosperity Bancshares, Inc.		40,500		1,259,145
Trustmark Corp.		97,200		2,147,148


			$	6,031,655




Commercial Services & Supplies — 0.8%

Brink’s Co. (The)		23,400	$	552,240


			$	552,240




Communications Equipment — 2.0%

NETGEAR, Inc.⁽¹⁾		46,400	$	1,429,584


			$	1,429,584




Construction & Engineering — 4.3%

Chicago Bridge & Iron Co. NV⁽¹⁾		71,900	$	1,812,599
Emcor Group, Inc.⁽¹⁾		1,400		36,190
Tutor Perini Corp.⁽¹⁾		54,900		1,274,229


			$	3,123,018




Containers & Packaging — 2.7%

AptarGroup, Inc.		42,900	$	1,925,352


			$	1,925,352



Diversified Telecommunication Services — 1.2%

GeoEye, Inc.⁽¹⁾		19,100	$	845,557


			$	845,557




Electric Utilities — 8.0%

Cleco Corp.		70,100	$	2,192,027
Portland General Electric Co.		80,200		1,676,180
Westar Energy, Inc.		75,900		1,920,270


			$	5,788,477




Electrical Equipment — 3.3%

A.O. Smith Corp.		34,300	$	1,921,829
General Cable Corp.⁽¹⁾		16,300		455,422


			$	2,377,251




Energy Equipment & Services — 5.0%

Bristow Group, Inc.⁽¹⁾		35,800	$	1,388,324
Exterran Holdings, Inc.⁽¹⁾		30,300		762,651
Oil States International, Inc.⁽¹⁾		29,500		1,508,040


			$	3,659,015




Food & Staples Retailing — 2.7%

BJ’s Wholesale Club, Inc.⁽¹⁾		46,600	$	1,944,618


			$	1,944,618




Food Products — 3.1%

J & J Snack Foods Corp.		3,400	$	145,758
TreeHouse Foods, Inc.⁽¹⁾		45,800		2,138,860


			$	2,284,618




Health Care Equipment & Supplies — 3.8%

Teleflex, Inc.		37,500	$	2,090,625
West Pharmaceutical Services, Inc.		18,500		660,265


			$	2,750,890




Health Care Providers & Services — 4.8%

Magellan Health Services, Inc.⁽¹⁾		26,200	$	1,257,600
Owens & Minor, Inc.		77,650		2,211,472


			$	3,469,072

See notes to financial statements

Tax-Managed Small-Cap Value Portfolio as of October 31, 2010

PORTFOLIO OF INVESTMENTS CONT’D


Security	Shares		Value



Hotels, Restaurants & Leisure — 1.8%

Jack in the Box, Inc.⁽¹⁾		56,900	$	1,317,804


			$	1,317,804




Insurance — 8.8%

Argo Group International Holding, Ltd.		54,700	$	1,897,543
Aspen Insurance Holdings, Ltd.		66,700		1,892,279
Protective Life Corp.		20,900		500,973
Tower Group, Inc.		86,100		2,090,508


			$	6,381,303




IT Services — 1.6%

MAXIMUS, Inc.		19,400	$	1,176,222


			$	1,176,222




Machinery — 4.4%

Barnes Group, Inc.		33,000	$	600,270
Crane Co.		34,800		1,331,448
Wabtec Corp.		27,100		1,269,364


			$	3,201,082




Professional Services — 2.1%

Towers Watson & Co., Class A		30,100	$	1,547,742


			$	1,547,742




Road & Rail — 4.6%

Arkansas Best Corp.		14,200	$	359,686
Genesee & Wyoming, Inc., Class A⁽¹⁾		25,500		1,178,865
Old Dominion Freight Line, Inc.⁽¹⁾		63,900		1,792,395


			$	3,330,946




Software — 5.2%

JDA Software Group, Inc.⁽¹⁾		46,800	$	1,184,040
NetScout Systems, Inc.⁽¹⁾		108,800		2,553,536


			$	3,737,576




Specialty Retail — 6.0%

Buckle, Inc. (The)		13,900	$	404,351
Children’s Place Retail Stores, Inc. (The)⁽¹⁾		33,900		1,493,634
Dick’s Sporting Goods, Inc.⁽¹⁾		42,700		1,230,614
Finish Line, Inc., Class A (The)		78,100		1,194,930


			$	4,323,529



Textiles, Apparel & Luxury Goods — 2.5%

Carter’s, Inc.⁽¹⁾		44,600	$	1,110,540
Hanesbrands, Inc.⁽¹⁾		27,900		691,920


			$	1,802,460




Thrifts & Mortgage Finance — 4.1%

Astoria Financial Corp.		63,100	$	783,702
First Niagara Financial Group, Inc.		1,600		18,960
Washington Federal, Inc.		145,300		2,183,859


			$	2,986,521



Total Common Stocks
(identified cost $55,567,844)			$	69,933,876


Short-Term Investments — 3.0%

	Principal
	Amount
Description	(000’s omitted)		Value


State Street Bank and Trust Euro Time Deposit, 0.01%, 11/1/10	$	2,189	$	2,189,433



Total Short-Term Investments
(identified cost $2,189,433)			$	2,189,433



Total Investments — 99.5%
(identified cost $57,757,277)			$	72,123,309



Other Assets, Less Liabilities — 0.5%			$	343,894



Net Assets — 100.0%			$	72,467,203

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

Tax-Managed Small-Cap Value Portfolio as of October 31, 2010

FINANCIAL STATEMENTS

Statement of Assets and Liabilities


As of October 31, 2010

Assets

Investments, at value (identified cost, $57,757,277)	$	72,123,309
Dividends and interest receivable		13,922
Receivable for investments sold		445,884


Total assets	$	72,583,115





Liabilities

Payable to affiliates:
Investment adviser fee	$	61,166
Trustees’ fees		246
Accrued expenses		54,500


Total liabilities	$	115,912


Net Assets applicable to investors’ interest in Portfolio	$	72,467,203





Sources of Net Assets

Net proceeds from capital contributions and withdrawals	$	58,101,171
Net unrealized appreciation		14,366,032


Total	$	72,467,203

Statement of Operations


For the Year Ended
October 31, 2010

Investment Income

Dividends	$	974,121
Interest		204


Total investment income	$	974,325





Expenses

Investment adviser fee	$	729,152
Trustees’ fees and expenses		2,961
Custodian fee		61,754
Legal and accounting services		29,474
Miscellaneous		3,385


Total expenses	$	826,726


Deduct —
Reduction of custodian fee	$	1,101


Total expense reductions	$	1,101



Net expenses	$	825,625



Net investment income	$	148,700





Realized and Unrealized Gain (Loss)

Net realized gain (loss) —
Investment transactions	$	7,393,682


Net realized gain	$	7,393,682


Change in unrealized appreciation (depreciation) —
Investments	$	4,700,221


Net change in unrealized appreciation (depreciation)	$	4,700,221



Net realized and unrealized gain	$	12,093,903



Net increase in net assets from operations	$	12,242,603

See notes to financial statements

Tax-Managed Small-Cap Value Portfolio as of October 31, 2010

FINANCIAL STATEMENTS CONT’D

Statements of Changes in Net Assets


Increase (Decrease)	Year Ended			Year Ended
in Net Assets	October 31, 2010			October 31, 2009

From operations —
Net investment income	$	148,700		$	428,732
Net realized gain (loss) from investment transactions		7,393,682			(3,618,049	)
Net change in unrealized appreciation (depreciation) from investments		4,700,221			6,761,258


Net increase in net assets from operations	$	12,242,603		$	3,571,941


Capital transactions —
Contributions	$	6,978,163		$	13,149,539
Withdrawals		(14,382,098	)		(10,871,040	)


Net increase (decrease) from capital transactions	$	(7,403,935	)	$	2,278,499



Net increase in net assets	$	4,838,668		$	5,850,440





Net Assets

At beginning of year	$	67,628,535		$	61,778,095


At end of year	$	72,467,203		$	67,628,535

See notes to financial statements

Tax-Managed Small-Cap Value Portfolio as of October 31, 2010

FINANCIAL STATEMENTS CONT’D

Supplementary Data


	Year Ended October 31,

	2010			2009			2008			2007			2006



Ratios/Supplemental Data

Ratios (as a percentage of average daily net assets):
Expenses⁽¹⁾		1.13	%		1.14	%		1.12	%		1.14	%		1.14	%
Net investment income		0.20	%		0.73	%		0.51	%		0.19	%		0.17	%
Portfolio Turnover		51	%		66	%		103	%		80	%		49	%


Total Return		18.99	%		5.89	%		(21.19	)%		12.92	%		11.91	%



Net assets, end of year (000’s omitted)	$	72,467		$	67,629		$	61,778		$	59,511		$	54,331


(1)		Excludes the effect of custody fee credits, if any, of less than 0.005%.

See notes to financial statements

Tax-Managed Small-Cap Value Portfolio as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS

1 Significant Accounting Policies

Tax-Managed Small-Cap Value Portfolio (the Portfolio) is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as a diversified, open-end management investment company. The Portfolio’s investment objective is to achieve long-term after-tax returns by investing in a diversified portfolio of value stocks of small-cap companies. The Declaration of Trust permits the Trustees to issue interests in the Portfolio. At October 31, 2010, Eaton Vance Tax-Managed Small-Cap Value Fund and Eaton Vance Tax-Managed Equity Asset Allocation Fund held an interest of 50.2% and 49.8%, 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.

C Income — Dividend income is recorded on the ex-dividend date for dividends received in cash and/or securities. Interest income is recorded on the basis of interest accrued, adjusted for amortization of premium or accretion of discount.

Tax-Managed Small-Cap Value Portfolio as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS CONT’D

that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expense during the reporting period. Actual results could differ from those estimates.

2 Investment Adviser Fee and Other Transactions with Affiliates

3 Purchases and Sales of Investments

Purchases and sales of investments, other than short-term obligations, aggregated $34,665,856 and $39,216,088, respectively, for the year ended October 31, 2010.

4 Federal Income Tax Basis of Investments

The cost and unrealized appreciation (depreciation) of investments of the Portfolio at October 31, 2010, as determined on a federal income tax basis, were as follows:


Aggregate cost	$	57,952,198


Gross unrealized appreciation	$	14,231,600
Gross unrealized depreciation		(60,489	)


Net unrealized appreciation	$	14,171,111

5 Line of Credit

6 Fair Value Measurements


	•	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)

Tax-Managed Small-Cap Value Portfolio as of October 31, 2010

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, 2010, the inputs used in valuing the Portfolio’s investments, which are carried at value, were as follows:


	Quoted
	Prices in
	Active		Significant
	Markets for		Other		Significant
	Identical		Observable		Unobservable
	Assets		Inputs		Inputs

Asset Description	(Level 1)		(Level 2)		(Level 3)		Total

Common Stocks	$	69,933,876	$	—	$	—	$	69,933,876
Short-Term Investments		—		2,189,433		—		2,189,433


Total Investments	$	69,933,876	$	2,189,433	$	—	$	72,123,309

The level classification by major category of investments is the same as the category presentation in the Portfolio of Investments.

The Portfolio held no investments or other financial instruments as of October 31, 2009 whose fair value was determined using Level 3 inputs.

��

Tax-Managed Small-Cap Value Portfolio as of October 31, 2010

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, 2010, 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, 2010, 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 Value Portfolio as of October 31, 2010, 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, 2010

Eaton Vance Tax-Managed Small-Cap Value Fund

BOARD OF TRUSTEES’ CONTRACT APPROVAL

Overview of the Contract Review Process

Information about Fees, Performance and Expenses


	•	An independent report comparing the advisory and related fees paid by each fund with fees paid by comparable funds;
	•	An independent report comparing each fund’s total expense ratio and its components to comparable funds;
	•	An independent report comparing the investment performance of each fund (including yield where relevant) to the investment performance of comparable funds over various time periods;
	•	Data regarding investment performance in comparison to relevant peer groups of similarly managed funds and appropriate indices;
	•	For each fund, comparative information concerning the fees charged and the services provided by each adviser in managing other mutual funds and institutional accounts using investment strategies and techniques similar to those used in managing such fund;
	•	Profitability analyses for each adviser with respect to each fund;

Information about Portfolio Management


	•	Descriptions of the investment management services provided to each fund, including the investment strategies and processes employed, and any changes in portfolio management processes and personnel;
	•	Information concerning the allocation of brokerage and the benefits received by each adviser as a result of brokerage allocation, including information concerning the acquisition of research through “soft dollar” benefits received in connection with the funds’ brokerage, and the implementation of a soft dollar reimbursement program established with respect to the funds;
	•	Data relating to portfolio turnover rates of each fund;
	•	The procedures and processes used to determine the fair value of fund assets and actions taken to monitor and test the effectiveness of such procedures and processes;

Information about each Adviser


	•	Reports detailing the financial results and condition of each adviser;
	•	Descriptions of the qualifications, education and experience of the individual investment professionals whose responsibilities include portfolio management and investment research for the funds, and information relating to their compensation and responsibilities with respect to managing other mutual funds and investment accounts;
	•	Copies of the Codes of Ethics of each adviser and its affiliates, together with information relating to compliance with and the administration of such codes;
	•	Copies of or descriptions of each adviser’s policies and procedures relating to proxy voting, the handling of corporate actions and class actions;
	•	Information concerning the resources devoted to compliance efforts undertaken by each adviser and its affiliates on behalf of the funds (including descriptions of various compliance programs) and their record of compliance with investment policies and restrictions, including policies with respect to market-timing, late trading and selective portfolio disclosure, and with policies on personal securities transactions;
	•	Descriptions of the business continuity and disaster recovery plans of each adviser and its affiliates;
	•	A description of Eaton Vance Management’s procedures for overseeing third party advisers and sub-advisers;

Other Relevant Information


	•	Information concerning the nature, cost and character of the administrative and other non-investment management services provided by Eaton Vance Management and its affiliates;
	•	Information concerning management of the relationship with the custodian, subcustodians and fund accountants by each adviser or the funds’ administrator; and
	•	The terms of each advisory agreement.

Eaton Vance Tax-Managed Small-Cap Value Fund

BOARD OF TRUSTEES’ CONTRACT APPROVAL CONT’D

Results of the Process

Nature, Extent and Quality of Services

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. The Board also noted the Adviser’s in-house equity research capabilities. With respect to the Adviser, the Board considered the Adviser’s responsibilities supervising the Sub-adviser. The Board also took into account the resources dedicated to portfolio management and other services, including the compensation methods to recruit and retain investment personnel, and the time and attention devoted to the Portfolio by senior management. With respect to the Sub-adviser, the Board took into account the resources available to the Sub-adviser in fulfilling its duties under the sub-advisory agreement and the Sub-adviser’s experience in managing equity portfolios.

Eaton Vance Tax-Managed Small-Cap Value Fund

BOARD OF TRUSTEES’ CONTRACT APPROVAL CONT’D

Fund Performance

The Board compared the Fund’s investment performance to a relevant universe of similarly managed funds identified by an independent data provider and appropriate benchmark indices. The Board reviewed comparative performance data for the one-, three- and five-year periods ended September 30, 2009 for the Fund. The Board concluded that the performance of the Fund was satisfactory.

Management Fees and Expenses

The Board reviewed contractual investment advisory fee rates, including any administrative fee rates, payable by the Portfolio and the Fund (referred to collectively as “management fees”). As part of its review, the Board considered the management fees and the Fund’s total expense ratio for the year ended September 30, 2009, as compared to a group of similarly managed funds selected by an independent data provider. The Board also considered factors that had an impact on Fund expense ratios, as identified by management in response to inquiries from the Contract Review Committee, as well as actions being taken to reduce expenses at the fund complex level. The Board considered the fact that the Adviser had waived fees and/or paid expenses for the Fund.

Profitability

The Board reviewed the level of profits realized by the Adviser and relevant affiliates thereof, including the Sub-adviser, in providing investment advisory and administrative services to the Fund, to the Portfolio and to all Eaton Vance Funds as a group. The Board considered the level of profits realized without regard to revenue sharing or other payments by the Adviser and its affiliates to third parties in respect of distribution services. The Board also considered other direct or indirect benefits received by the Adviser and its affiliates, including the Sub-adviser, 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 investment advisory clients.

Economies of Scale

In reviewing management fees and profitability, the Board also considered the extent to which the Adviser and its affiliates, on the one hand, and the Fund and the Portfolio, on the other hand, can expect to realize benefits from economies of scale as the assets of the Fund and the Portfolio increase. The Board acknowledged the difficulty in accurately measuring the benefits resulting from the economies of scale with respect to the management of any specific fund or group of funds. The Board reviewed data summarizing the increases and decreases in the assets of the Fund and of all Eaton Vance Funds as a group over various time periods, and evaluated the extent to which the total expense ratio of the Fund and the profitability of the Adviser and its affiliates may have been affected by such increases or decreases. Based upon the foregoing, the Board concluded that the benefits from economies of scale are currently being shared equitably by the Adviser and its affiliates, and the Fund. The Board also concluded that, assuming reasonably foreseeable increases in the assets of the Portfolio, the structure of the advisory fee, which includes breakpoints at several asset levels, can be expected to cause the Adviser and its affiliates, and the Fund to continue to share such benefits equitably.

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

Principal Occupation(s)

in Fund Complex

Name and

Trust and

Length of

During Past Five Years and

Overseen By

Other Directorships Held

Year of Birth

the Portfolio

Service

Other Relevant Experience

Trustee⁽¹⁾

During the Last Five Years⁽²⁾

Interested Trustee

Thomas E. Faust Jr.
1958

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

184

Director of EVC.

Noninterested Trustees

Benjamin C. Esty
1963

Trustee

Since 2005

Roy and Elizabeth Simmons Professor of Business Administration and Finance Unit Head, Harvard University Graduate School of Business Administration.

184

None

Allen R. Freedman
1940

Trustee

Since 2007

184

Director of Assurant, Inc. (insurance provider) and Stonemor Partners, L.P. (owner and operator of cemeteries).

William H. Park
1947

Trustee

Since 2003

184

None

Ronald A. Pearlman
1940

Trustee

Since 2003

184

None

Helen Frame Peters
1948

Trustee

Since 2008

184

Eaton Vance Tax-Managed Small-Cap Value Fund

MANAGEMENT AND ORGANIZATION CONT’D

Position(s)

Term of

Number of Portfolios

with the

Office and

Principal Occupation(s)

in Fund Complex

Name and

Trust and

Length of

During Past Five Years and

Overseen By

Other Directorships Held

Year of Birth

the Portfolio

Service

Other Relevant Experience

Trustee⁽¹⁾

During the Last Five Years⁽²⁾

Noninterested Trustees (continued)

Lynn A. Stout
1957

Trustee

Of the Trust since 1998 and of the Portfolio since 2001

184

None

Ralph F. Verni
1943

Chairman of
the Board
and Trustee

Chairman of the Board since 2007 and Trustee since 2005

184

None

Principal Officers who are not Trustees


	Position(s)	Term of
	with the	Office and
Name and	Trust and	Length of	Principal Occupation(s)
Year of Birth	the Portfolio	Service	During Past Five Years


William H. Ahern, Jr. 1959	Vice President of the Trust	Since 1995	Vice President of EVM and BMR. Officer of 80 registered investment companies managed by EVM or BMR.

John R. Baur 1970	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 was an Account Team Representative in Singapore for Applied Materials Inc. Officer of 37 registered investment companies managed by EVM or BMR.

Maria C. Cappellano 1967	Vice President of the Trust	Since 2009	Vice President of EVM and BMR. Officer of 49 registered investment companies managed by EVM or BMR.

Michael A. Cirami 1975	Vice President of the Trust	Since 2008	Vice President of EVM and BMR. Officer of 37 registered investment companies managed by EVM or BMR.

Cynthia J. Clemson 1963	Vice President of the Trust	Since 2005	Vice President of EVM and BMR. Officer of 96 registered investment companies managed by EVM or BMR.

John H. Croft 1962	Vice President of the Trust	Since 2010	Vice President of EVM and BMR. Officer of 38 registered investment companies managed by EVM or BMR.

Charles B. Gaffney 1972	Vice President of the Trust	Since 2007	Director of Equity Research and a Vice President of EVM and BMR. Officer of 33 registered investment companies managed by EVM or BMR.

Gregory R. Greene 1966	Vice President of the Portfolio	Since 2006	Managing Director of Fox and member of the Investment Committee. Officer of 18 registered investment companies managed by EVM or BMR.

Christine M. Johnston 1972	Vice President of the Trust	Since 2007	Vice President of EVM and BMR. Officer of 40 registered investment companies managed by EVM or BMR.

Aamer Khan 1960	Vice President of the Trust	Since 2005	Vice President of EVM and BMR. Officer of 36 registered investment companies managed by EVM or BMR.

Thomas H. Luster 1962	Vice President of the Trust	Since 2006	Vice President of EVM and BMR. Officer of 55 registered investment companies managed by EVM or BMR.

Robert J. Milmore 1969	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 18 registered investment companies managed by EVM or BMR.

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)
Year of Birth	the Portfolio	Service	During Past Five Years


Principal Officers who are not Trustees (continued)

J. Bradley Ohlmuller 1968	Vice President of the Portfolio	Since 2006	Principal of Fox and member of the Investment Committee. Officer of 18 registered investment companies managed by EVM or BMR.

Jeffrey A. Rawlins 1961	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 33 registered investment companies managed by EVM or BMR.

Duncan W. Richardson 1957	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 1954	Vice President of the Trust	Since 2003	Vice President of EVM and BMR. Officer of 54 registered investment companies managed by EVM or BMR.

Susan Schiff 1961	Vice President of the Trust	Since 2002	Vice President of EVM and BMR. Officer of 38 registered investment companies managed by EVM or BMR.

Thomas Seto 1962	Vice President of the Trust	Since 2007	Vice President and Director of Portfolio Management of Parametric. Officer of 33 registered investment companies managed by EVM or BMR.

David M. Stein 1951	Vice President of the Trust	Since 2007	Managing Director and Chief Investment Officer of Parametric. Officer of 33 registered investment companies managed by EVM or BMR.

Eric A. Stein 1980	Vice President of the Trust	Since 2009	Vice President of EVM and BMR. Originally joined EVM in July 2002. Prior to re-joining EVM in September 2008, Mr. Stein worked at the Federal Reserve Bank of New York (2007-2008) and attended business school in Chicago, Illinois. Officer of 34 registered investment companies managed by EVM or BMR.

Dan R. Strelow 1959	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 33 registered investment companies managed by EVM or BMR.

Mark S. Venezia 1949	Vice President of the Trust	Since 2007	Vice President of EVM and BMR. Officer of 40 registered investment companies managed by EVM or BMR.

Adam A. Weigold 1975	Vice President of the Trust	Since 2007	Vice President of EVM and BMR. Officer of 73 registered investment companies managed by EVM or BMR.

Barbara E. Campbell 1957	Treasurer	Of the Trust since 2005 and of the Portfolio since 2008	Vice President of EVM and BMR. Officer of 184 registered investment companies managed by EVM or BMR.

Maureen A. Gemma 1960	Secretary and Chief Legal Officer	Secretary since 2007 and Chief Legal Officer since 2008	Vice President of EVM and BMR. Officer of 184 registered investment companies managed by EVM or BMR.

Paul M. O’Neil 1953	Chief Compliance Officer	Since 2004	Vice President of EVM and BMR. Officer of 184 registered investment companies managed by EVM or BMR.


(1)		Includes both master and feeder funds in a master-feeder structure.

(2)		During their respective tenures, the Trustees also served as trustees of one or more of the following Eaton Vance funds (which operated in the years noted): Eaton Vance Credit Opportunities Fund (launched in 2005 and terminated in 2010); Eaton Vance Insured Florida Plus Municipal Bond Fund (launched in 2002 and terminated in 2009); and Eaton Vance National Municipal Income Fund (launched in 1998 and terminated in 2009).

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

BNY Mellon Asset 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


1300-12/10	TMSCVSRC

IMPORTANT NOTICES


	•	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.

Eaton Vance Tax-Managed Value Fund as of October 31, 2010

MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE

Economic and Market Conditions

Portfolio Management Team
Back row: Michael Mach, Lead
Portfolio Manager, Stephen J.
Kaszynski. Front row: John D.
Crowley, Matthew F. Beaudry

•		U.S. equity markets seesawed their way to solid gains for the year ending October 31, 2010. Over the course of the year, investors’ attitudes toward risk were buffeted by unsettling macroeconomic factors and political uncertainty. In fact, until the final few months of the period, the markets continued to exhibit the general lack of confidence and ongoing volatility that has characterized the equity space through most of the past two years.

•		Domestic equities made a strong start to the period but pulled back in the April-June period, as sovereign debt problems in the eurozone, slower growth in China and a turbulent U.S. political environment chilled investor sentiment. Despite these macro concerns, however, signs of economic growth, albeit somewhat anemic, and improvements in corporate business fundamentals also began to appear. By September and October, investors seemed to have grown more comfortable with risk tolerance, and equities began to establish some traction to the upside.

•		For the year as a whole, the S&P 500 Index gained 16.52%, the Dow Jones Industrial Average rose 17.62% and the NASDAQ Composite Index was up 23.88%. Growth stocks outperformed value stocks across all market capitalizations, and mid- and small-cap stocks outpaced large-cap stocks.

Management Discussion

•		The Fund¹ gained an even 9.00% for Class A shares during the year ending October 31, 2010. In comparison, the Fund’s benchmark—the Russell 1000 Value Index (the Index)² —rose 15.71%. Overall, stock selection relative to the Index was the main cause of the Fund’s underperformance.

•		Early in the period, the Fund’s focus on financially stable companies with strong business fundamentals held back its performance in a market rally that favored smaller-cap, more-speculative issues. Later in the fiscal year, the Fund suffered again when the Gulf of Mexico oil disaster hammered the prices of many energy stocks that were held by the Fund.

•		As a result, energy stock selection was the Fund’s largest detractor relative to the Index. The calamitous effect of the Gulf oil spill spread throughout much of the sector, dragging down returns and causing investors to lose confidence in oil stocks. Not surprisingly given this backdrop, the two holdings that hurt Fund performance the most were from the energy sector. One of them is a leading independent oil exploration and production company. The other is the world’s largest drilling company, whose stock price fell precipitously. To make matters worse, the security was held by the Fund but was not part of the Index, worsening the impact to relative performance. A slight overweighting on average in the energy sector did not help either.

•		The Fund also trailed its benchmark in the consumer discretionary sector, the best-performing subgroup of the Index during the past 12 months, gaining just shy of 37%. This market segment tends to be cyclical—rising or falling in tandem with the prospects for the U.S.

Total Return Performance
10/31/09 — 10/31/10


Class A³	9.00	%
Class B³	9.03
Class C³	8.27
Class I³	9.31
Russell 1000 Value Index²	15.71
Lipper Large-Cap Value Funds Average²	12.79

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


¹		The Fund currently invests in a separate 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.

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. 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 at net asset value.

Eaton Vance Tax-Managed Value Fund as of October 31, 2010

MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE

		economy. While the Fund was roughly equal-weighted in this sector and enjoyed a solid double-digit gain there, it still underperformed. Not having exposure to some of the better-performing industries in the sector—auto components, automobiles and leisure components—detracted. In addition, a majority of better-performing stocks in the Index had market caps of less than $10 billion, whereas the Fund’s focus was on companies that have market caps above $10 billion, leading market positions and solid balance sheets. While smaller-caps generally outperformed larger-caps across all sectors, it was particularly impactful in consumer discretionary.

•		On the upside, a combination of security and sector selection in financials contributed to the Fund’s performance. Financials was the Index’s largest sector weighting, accounting for more than 26% of the Index’s weighting on average during the past fiscal year. It also was the worst-performing Index sector during that time. Thus, the Fund benefited from underweighting financials, and its stock picks also outpaced the Index’s securities in the sector.

•		The Fund’s second-best contributor relative to the Index was stock selection in the industrials sector. The road & rail industry was particularly strong, driven by a modest economic recovery combined with very good industry pricing and cost discipline.

•		Given the possibility of higher taxes ahead, the Fund’s tax-managed attributes may prove advantageous as we go forward. Longer term, we believe the Fund’s disciplined value style and its research-driven investment process will continue to make it an attractive opportunity for long-term investors.

•		We thank you for your continued confidence and participation in Tax-Managed Value Fund.

Portfolio Composition

Top 10 Holdings¹

By net assets


Wells Fargo & Co.	2.6	%
Pfizer, Inc.	2.5
JPMorgan Chase & Co.	2.5
Wal-Mart Stores, Inc.	2.5
ConocoPhillips	2.4
Johnson & Johnson	2.4
Occidental Petroleum Corp.	2.3
Nestle SA	2.3
Apache Corp.	2.2
PNC Financial Services Group, Inc.	2.1


¹		Top 10 Holdings represented 23.8% of the Portfolio’s net assets as of 10/31/10. Excludes cash equivalents.

Sector Weightings²

By net assets


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

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.

Eaton Vance Tax-Managed Value Fund as of October 31, 2010

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, an unmanaged index of 1,000 U.S. large-cap 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.


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		9.00	%		9.03	%		8.27	%		9.31	%
Five Years		1.04			0.58			0.29			N.A.
Ten Years		3.46			2.84			2.68			N.A.
Life of Fund^†		5.06			4.14			4.26			-7.70
SEC Average Annual Total Returns (including sales charge or applicable CDSC)

One Year		2.74	%		4.03	%		7.27	%		9.31	%
Five Years		-0.15			0.19			0.29			N.A.
Ten Years		2.85			2.84			2.68			N.A.
Life of Fund^†		4.48			4.14			4.26			-7.70


^†		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 at net asset value.


Total Annual
Operating Expenses²	Class A			Class B			Class C			Class I

Expense Ratio		1.19	%		1.94	%		1.94	%		0.94	%


²		Source: Prospectus dated 3/1/10.

*		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 and Class C shares on 10/31/00 and Class I shares on 11/30/07 (commencement of operations) would have been valued at $13,229, $13,034, and $7,914, respectively, on 10/31/10. 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.

Eaton Vance Tax-Managed Value Fund as of October 31, 2010

FUND PERFORMANCE

Average Annual Total Returns
(For the periods ended October 31, 2010)

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


	One Year			Five Years			Ten Years
Return Before Taxes		9.00	%		1.04	%		3.46	%
Return After Taxes on Distributions		8.82			0.88			3.35
Return After Taxes on Distributions and Sale of Fund Shares		6.09			0.89			3.00

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


	One Year			Five Years			Ten Years
Return Before Taxes		2.74	%		-0.15	%		2.85	%
Return After Taxes on Distributions		2.57			-0.30			2.74
Return After Taxes on Distributions and Sale of Fund Shares		2.00			-0.12			2.46

Average Annual Total Returns
(For the periods ended October 31, 2010)

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


	One Year			Five Years			Ten Years
Return Before Taxes		8.27	%		0.29	%		2.68	%
Return After Taxes on Distributions		8.19			0.25			2.65
Return After Taxes on Distributions and Sale of Fund Shares		5.47			0.25			2.32

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


	One Year			Five Years			Ten Years
Return Before Taxes		7.27	%		0.29	%		2.68	%
Return After Taxes on Distributions		7.19			0.25			2.65
Return After Taxes on Distributions and Sale of Fund Shares		4.82			0.25			2.32

Average Annual Total Returns
(For the periods ended October 31, 2010)

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


	One Year			Five Years			Ten Years
Return Before Taxes		9.03	%		0.58	%		2.84	%
Return After Taxes on Distributions		8.88			0.53			2.80
Return After Taxes on Distributions and Sale of Fund Shares		6.07			0.49			2.45

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


	One Year			Five Years			Ten Years
Return Before Taxes		4.03	%		0.19	%		2.84	%
Return After Taxes on Distributions		3.88			0.13			2.80
Return After Taxes on Distributions and Sale of Fund Shares		2.82			0.16			2.45

Average Annual Total Returns
(For the periods ended October 31, 2010)

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


	One Year			Life of Fund
Return Before Taxes		9.31	%		-7.70	%
Return After Taxes on Distributions		9.10			-8.17
Return After Taxes on Distributions and Sale of Fund Shares		6.34			-6.69

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.

Eaton Vance Tax-Managed Value Fund as of October 31, 2010

FUND EXPENSES

Eaton Vance Tax-Managed Value Fund


	Beginning Account Value		Ending Account Value		Expenses Paid During Period*
	(5/1/10)		(10/31/10)		(5/1/10 – 10/31/10)


Actual
Class A		$1,000.00		$953.80		$5.71
Class B		$1,000.00		$954.00		$6.16
Class C		$1,000.00		$950.50		$9.39
Class I		$1,000.00		$955.00		$4.48





Hypothetical
(5% return per year before expenses)
Class A		$1,000.00		$1,019.40		$5.90
Class B		$1,000.00		$1,018.90		$6.36
Class C		$1,000.00		$1,015.60		$9.70
Class I		$1,000.00		$1,020.60		$4.63


	*	Expenses are equal to the Fund’s annualized expense ratio of 1.16% for Class A shares, 1.25% for Class B shares, 1.91% for Class C shares and 0.91% 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, 2010. The Example reflects the expenses of both the Fund and the Portfolio.

Eaton Vance Tax-Managed Value Fund as of October 31, 2010

FINANCIAL STATEMENTS

Statement of Assets and Liabilities


As of October 31, 2010

Assets

Investment in Tax-Managed Value Portfolio, at value (identified cost, $1,387,933,619)	$	1,827,824,979
Receivable for Fund shares sold		6,547,935


Total assets	$	1,834,372,914



Liabilities

Payable for Fund shares redeemed	$	5,985,089
Payable to affiliates:
Distribution and service fees		320,564
Administration fee		240,085
Trustees’ fees		42
Accrued expenses		317,997


Total liabilities	$	6,863,777


Net Assets	$	1,827,509,137



Sources of Net Assets

Paid-in capital	$	1,700,091,354
Accumulated net realized loss from Portfolio		(322,487,551	)
Accumulated undistributed net investment income		10,013,974
Net unrealized appreciation from Portfolio		439,891,360


Total	$	1,827,509,137



Class A Shares

Net Assets	$	785,049,780
Shares Outstanding		49,337,103
Net Asset Value and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	15.91
Maximum Offering Price Per Share
(100 ¸ 94.25 of net asset value per share)	$	16.88



Class B Shares

Net Assets	$	29,843,949
Shares Outstanding		1,972,912
Net Asset Value and Offering Price Per Share*
(net assets ¸ shares of beneficial interest outstanding)	$	15.13



Class C Shares

Net Assets	$	171,692,715
Shares Outstanding		11,173,783
Net Asset Value and Offering Price Per Share*
(net assets ¸ shares of beneficial interest outstanding)	$	15.37



Class I Shares

Net Assets	$	840,922,693
Shares Outstanding		52,850,194
Net Asset Value, Offering Price and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	15.91

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, 2010

Investment Income

Dividends allocated from Portfolio (net of foreign taxes, $332,765)	$	35,116,480
Interest allocated from Portfolio		70,888
Securities lending income allocated from Portfolio, net		107,786
Expenses allocated from Portfolio		(11,302,698	)


Total investment income from Portfolio	$	23,992,456





Expenses

Administration fee	$	2,600,274
Distribution and service fees
Class A		2,009,214
Class B		149,050
Class C		1,848,018
Trustees’ fees and expenses		500
Custodian fee		31,038
Transfer and dividend disbursing agent fees		1,550,819
Legal and accounting services		37,441
Printing and postage		164,856
Registration fees		126,374
Miscellaneous		20,358


Total expenses	$	8,537,942



Net investment income	$	15,454,514





Realized and Unrealized Gain (Loss) from Portfolio

Net realized gain (loss) —
Investment transactions	$	62,671,699
Foreign currency transactions		(10,512	)


Net realized gain	$	62,661,187


Change in unrealized appreciation (depreciation) —
Investments	$	68,813,415
Foreign currency		48,449


Net change in unrealized appreciation (depreciation)	$	68,861,864



Net realized and unrealized gain	$	131,523,051



Net increase in net assets from operations	$	146,977,565

See notes to financial statements

Eaton Vance Tax-Managed Value Fund as of October 31, 2010

FINANCIAL STATEMENTS CONT’D

Statements of Changes in Net Assets


Increase (Decrease)	Year Ended			Year Ended
in Net Assets	October 31, 2010			October 31, 2009

From operations —
Net investment income	$	15,454,514		$	18,514,427
Net realized gain (loss) from investment and foreign currency transactions and capital gain distributions received		62,661,187			(144,108,980	)
Net change in unrealized appreciation (depreciation) from investments and foreign currency		68,861,864			226,471,408


Net increase in net assets from operations	$	146,977,565		$	100,876,855


Distributions to shareholders —
From net investment income
Class A	$	(8,969,223	)	$	(8,882,298	)
Class B		(523,510	)		(359,901	)
Class C		(875,539	)		(705,225	)
Class I		(8,131,548	)		(5,449,617	)


Total distributions to shareholders	$	(18,499,820	)	$	(15,397,041	)


Transactions in shares of beneficial interest —
Proceeds from sale of shares
Class A	$	330,753,090		$	376,641,224
Class B		1,012,745			4,701,549
Class C		7,719,729			24,061,489
Class I		500,308,973			485,819,184
Net asset value of shares issued to shareholders in payment of distributions declared
Class A		7,236,713			6,708,706
Class B		414,092			272,330
Class C		655,418			507,569
Class I		5,286,480			1,661,913
Cost of shares redeemed
Class A		(379,750,528	)		(424,983,274	)
Class B		(9,044,371	)		(23,297,910	)
Class C		(37,355,325	)		(56,947,474	)
Class I		(256,908,077	)		(177,065,852	)
Net asset value of shares exchanged
Class A		24,866,113			41,033,649
Class B		(24,866,113	)		(41,033,649	)
Contingent deferred sales charges
Class B		33,190			68,209


Net increase in net assets from Fund share transactions	$	170,362,129		$	218,147,663



Net increase in net assets	$	298,839,874		$	303,627,477





Net Assets

At beginning of year	$	1,528,669,263		$	1,225,041,786


At end of year	$	1,827,509,137		$	1,528,669,263





Accumulated undistributed net investment income included in net assets

At end of year	$	10,013,974		$	13,247,195

See notes to financial statements

Eaton Vance Tax-Managed Value Fund as of October 31, 2010

FINANCIAL STATEMENTS CONT’D

Financial Highlights


	Class A

	Year Ended October 31,

	2010⁽¹⁾			2009⁽¹⁾			2008⁽¹⁾			2007			2006

Net asset value — Beginning of year	$	14.760		$	14.400		$	21.750		$	18.770		$	15.920





Income (Loss) From Operations

Net investment income	$	0.137		$	0.192		$	0.229		$	0.202		$	0.189
Net realized and unrealized gain (loss)		1.190			0.356			(7.386	)		2.955			2.805


Total income (loss) from operations	$	1.327		$	0.548		$	(7.157	)	$	3.157		$	2.994





Less Distributions

From net investment income	$	(0.177	)	$	(0.188	)	$	(0.193	)	$	(0.177	)	$	(0.144	)


Total distributions	$	(0.177	)	$	(0.188	)	$	(0.193	)	$	(0.177	)	$	(0.144	)



Net asset value — End of year	$	15.910		$	14.760		$	14.400		$	21.750		$	18.770



Total Return⁽²⁾		9.00	%		4.01	%	��	(33.19	)%		16.93	%		18.92	%





Ratios/Supplemental Data

Net assets, end of year (000’s omitted)	$	785,050		$	745,816		$	710,258		$	737,940		$	529,073
Ratios (as a percentage of average daily net assets):
Expenses⁽³⁾⁽⁴⁾		1.16	%		1.19	%		1.16	%		1.16	%		1.18	%⁽⁵⁾
Net investment income		0.88	%		1.46	%		1.20	%		1.06	%		1.16	%
Portfolio Turnover of the Portfolio		35	%		82	%		84	%		14	%		26	%


(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 year ended October 31, 2006).

See notes to financial statements

Eaton Vance Tax-Managed Value Fund as of October 31, 2010

FINANCIAL STATEMENTS CONT’D

Financial Highlights


	Class B

	Year Ended October 31,

	2010⁽¹⁾			2009⁽¹⁾			2008⁽¹⁾			2007			2006

Net asset value — Beginning of year	$	14.010		$	13.530		$	20.420		$	17.630		$	14.970





Income (Loss) From Operations

Net investment income	$	0.122		$	0.193		$	0.091		$	0.068		$	0.073
Net realized and unrealized gain (loss)		1.131			0.321			(6.958	)		2.761			2.618


Total income (loss) from operations	$	1.253		$	0.514		$	(6.867	)	$	2.829		$	2.691





Less Distributions

From net investment income	$	(0.144	)	$	(0.044	)	$	(0.023	)	$	(0.039	)	$	(0.031	)


Total distributions	$	(0.144	)	$	(0.044	)	$	(0.023	)	$	(0.039	)	$	(0.031	)



Contingent deferred sales charges⁽¹⁾	$	0.011		$	0.010		$	—		$	—		$	—



Net asset value — End of year	$	15.130		$	14.010		$	13.530		$	20.420		$	17.630



Total Return⁽²⁾		9.03	%		3.92	%		(33.67	)%		16.07	%		18.00	%





Ratios/Supplemental Data

Net assets, end of year (000’s omitted)	$	29,844		$	58,023		$	122,001		$	248,127		$	250,030
Ratios (as a percentage of average daily net assets):
Expenses⁽³⁾⁽⁴⁾		1.26	%		1.29	%		1.89	%		1.91	%		1.93	%⁽⁵⁾
Net investment income		0.82	%		1.56	%		0.50	%		0.33	%		0.44	%
Portfolio Turnover of the Portfolio		35	%		82	%		84	%		14	%		26	%


(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 year ended October 31, 2006).

See notes to financial statements

Eaton Vance Tax-Managed Value Fund as of October 31, 2010

FINANCIAL STATEMENTS CONT’D

Financial Highlights


	Class C

	Year Ended October 31,

	2010⁽¹⁾			2009⁽¹⁾			2008⁽¹⁾			2007			2006

Net asset value — Beginning of year	$	14.260		$	13.870		$	20.960		$	18.100		$	15.370





Income (Loss) From Operations

Net investment income	$	0.020		$	0.099		$	0.087		$	0.062		$	0.071
Net realized and unrealized gain (loss)		1.158			0.337			(7.143	)		2.847			2.694


Total income (loss) from operations	$	1.178		$	0.436		$	(7.056	)	$	2.909		$	2.765





Less Distributions

From net investment income	$	(0.068	)	$	(0.046	)	$	(0.034	)	$	(0.049	)	$	(0.035	)


Total distributions	$	(0.068	)	$	(0.046	)	$	(0.034	)	$	(0.049	)	$	(0.035	)



Net asset value — End of year	$	15.370		$	14.260		$	13.870		$	20.960		$	18.100



Total Return⁽²⁾		8.27	%		3.19	%		(33.72	)%		16.10	%		18.02	%





Ratios/Supplemental Data

Net assets, end of year (000’s omitted)	$	171,693		$	186,734		$	218,320		$	348,265		$	297,473
Ratios (as a percentage of average daily net assets):
Expenses⁽³⁾⁽⁴⁾		1.91	%		1.94	%		1.91	%		1.91	%		1.93	%⁽⁵⁾
Net investment income		0.13	%		0.78	%		0.47	%		0.32	%		0.43	%
Portfolio Turnover of the Portfolio		35	%		82	%		84	%		14	%		26	%


(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 year ended October 31, 2006).

See notes to financial statements

Eaton Vance Tax-Managed Value Fund as of October 31, 2010

FINANCIAL STATEMENTS CONT’D

Financial Highlights


	Class I

	Year Ended October 31,
							Period Ended
	2010			2009			October 31, 2008⁽¹⁾

Net asset value — Beginning of period	$	14.750		$	14.410		$	20.970





Income (Loss) From Operations

Net investment income⁽²⁾	$	0.173		$	0.205		$	0.224
Net realized and unrealized gain (loss)		1.198			0.366			(6.551	)


Total income (loss) from operations	$	1.371		$	0.571		$	(6.327	)





Less Distributions

From net investment income	$	(0.211	)	$	(0.231	)	$	(0.233	)


Total distributions	$	(0.211	)	$	(0.231	)	$	(0.233	)



Net asset value — End of period	$	15.910		$	14.750		$	14.410



Total Return⁽³⁾		9.31	%		4.22	%		(30.53	)%⁽⁴⁾





Ratios/Supplemental Data

Net assets, end of period (000’s omitted)	$	840,923		$	538,097		$	174,464
Ratios (as a percentage of average daily net assets):
Expenses⁽⁵⁾⁽⁶⁾		0.91	%		0.94	%		0.91	%⁽⁷⁾
Net investment income		1.11	%		1.53	%		1.36	%⁽⁷⁾
Portfolio Turnover of the Portfolio		35	%		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

Eaton Vance Tax-Managed Value Fund as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS

1 Significant 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 Massachusetts business 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 (93.9% at October 31, 2010). 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 Investment 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.

B Income — 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.

At October 31, 2010, the Fund, for federal income tax purposes, had a capital loss carryforward of $318,198,783 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 ($172,768,968) and October 31, 2017 ($145,429,815).

During the year ended October 31, 2010, a capital loss carryforward of $63,641,591 was utilized to offset net realized gains by the Fund.

Eaton Vance Tax-Managed Value Fund as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS CONT’D

Trust) could be deemed to have personal liability for the obligations of the Trust. However, the Trust’s Declaration of Trust contains an express disclaimer of liability on the part of Fund shareholders and the By-laws provide that the Trust shall assume the defense on behalf of any Fund shareholders. Moreover, the By-laws also provide for indemnification out of Fund property of any shareholder held personally liable solely by reason of being or having been a shareholder for all loss or expense arising from such liability. 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.

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

2 Distributions to Shareholders

The tax character of distributions declared for the years ended October 31, 2010 and October 31, 2009 was as follows:


	Year Ended October 31,
	2010		2009


Distributions declared from:
Ordinary income	$	18,499,820	$	15,397,041

During the year ended October 31, 2010, accumulated net realized loss was increased by $386,687, accumulated undistributed net investment income was decreased by $187,915 and paid-in capital was increased by $574,602 due to differences between book and tax accounting, primarily for distributions from real estate investment trusts (REITs), foreign currency gain (loss) and investments in partnerships. These reclassifications had no effect on the net assets or net asset value per share of the Fund.

As of October 31, 2010, the components of distributable earnings (accumulated losses) and unrealized appreciation (depreciation) on a tax basis were as follows:


Undistributed ordinary income	$	9,962,240
Capital loss carryforward	$	(318,198,783	)
Net unrealized appreciation	$	435,654,326

3 Transactions 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, 2010, the administration fee amounted to $2,600,274. 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, 2010, EVM earned $67,065 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 $32,922 as its portion of the sales charge on sales of Class A shares for the year ended October 31, 2010. 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).

4 Distribution Plans

Eaton Vance Tax-Managed Value Fund as of October 31, 2010

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, 2010 amounted to $2,009,214 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, 2010 with respect to Class B. For the year ended October 31, 2010, the Fund paid or accrued to EVD $41,374 and $1,386,013 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, 2010, the amount of Uncovered Distribution Charges of EVD calculated under the Class C Plan was approximately $23,684,000. There were no Uncovered Distribution Charges calculated under the Class B Plan at October 31, 2010.

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, 2010 amounted to $107,676 and $462,005 for Class B and Class C shares, respectively.

5 Contingent 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, 2010, the Fund was informed that EVD received approximately $1,000, $36,000 and $6,000 of CDSCs paid by Class A, Class B and Class C shareholders, respectively. In addition, $33,190 of CDSCs were paid by Class B shareholders directly to the Fund for days when no Uncovered Distribution Charges existed.

6 Investment Transactions

For the year ended October 31, 2010, increases and decreases in the Fund’s investment in the Portfolio aggregated $338,948,285 and $198,842,972, respectively.

7 Shares of Beneficial Interest


	Year Ended October 31,
Class A	2010			2009

Sales		21,338,492			29,818,796
Issued to shareholders electing to receive payments of distributions in Fund shares		459,806			524,527
Redemptions		(24,580,261	)		(32,326,321	)
Exchange from Class B shares		1,575,660			3,197,865


Net increase (decrease)		(1,206,303	)		1,214,867

Eaton Vance Tax-Managed Value Fund as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS CONT’D


	Year Ended October 31,
Class B	2010			2009

Sales		68,573			390,397
Issued to shareholders electing to receive payments of distributions in Fund shares		27,680			22,414
Redemptions		(607,516	)		(1,916,221	)
Exchange to Class A shares		(1,658,155	)		(3,372,227	)


Net decrease		(2,169,418	)		(4,875,637	)




	Year Ended October 31,
Class C	2010			2009

Sales		508,724			1,904,736
Issued to shareholders electing to receive payments of distributions in Fund shares		42,866			40,801
Redemptions		(2,472,046	)		(4,593,481	)


Net decrease		(1,920,456	)		(2,647,944	)




	Year Ended October 31,
Class I	2010			2009

Sales		32,302,902			36,720,245
Issued to shareholders electing to receive payments of distributions in Fund shares		336,718			130,244
Redemptions		(16,269,666	)		(12,477,883	)


Net increase		16,369,954			24,372,606

Eaton Vance Tax-Managed Value Fund as of October 31, 2010

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, 2010, 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, 2010, 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, 2010

Eaton Vance Tax-Managed Value Fund as of October 31, 2010

FEDERAL TAX INFORMATION (Unaudited)

Qualified Dividend Income. The Fund designates approximately $32,183,327, 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%.

Tax-Managed Value Portfolio as of October 31, 2010

PORTFOLIO OF INVESTMENTS


Common Stocks — 98.9%

Security	Shares		Value



Aerospace & Defense — 3.4%

Boeing Co. (The)		175,000	$	12,362,000
General Dynamics Corp.		400,000		27,248,000
United Technologies Corp.		360,000		26,917,200


			$	66,527,200




Beverages — 1.1%

PepsiCo, Inc.		330,000	$	21,549,000


			$	21,549,000




Biotechnology — 1.5%

Amgen, Inc.⁽¹⁾		500,000	$	28,595,000


			$	28,595,000




Capital Markets — 2.1%

Goldman Sachs Group, Inc. (The)		255,000	$	41,042,250


			$	41,042,250




Chemicals — 0.7%

Air Products and Chemicals, Inc.		150,000	$	12,745,500


			$	12,745,500




Commercial Banks — 8.5%

Fifth Third Bancorp		1,650,000	$	20,724,000
KeyCorp		2,500,000		20,475,000
PNC Financial Services Group, Inc.		775,000		41,772,500
U.S. Bancorp		1,275,000		30,829,500
Wells Fargo & Co.		1,950,000		50,856,000


			$	164,657,000




Commercial Services & Supplies — 0.8%

Waste Management, Inc.⁽²⁾		420,000	$	15,002,400


			$	15,002,400




Communications Equipment — 1.0%

Cisco Systems, Inc.⁽¹⁾		415,000	$	9,474,450
Telefonaktiebolaget LM Ericsson, Class B		1,000,000		10,997,588


			$	20,472,038



Computers & Peripherals — 2.6%

Hewlett-Packard Co.		540,000	$	22,712,400
International Business Machines Corp.		200,000		28,720,000


			$	51,432,400




Consumer Finance — 1.1%

American Express Co.		500,000	$	20,730,000


			$	20,730,000




Diversified Financial Services — 4.7%

Bank of America Corp.		1,850,000	$	21,164,000
Citigroup, Inc.⁽¹⁾		5,000,000		20,850,000
JPMorgan Chase & Co.		1,300,000		48,919,000


			$	90,933,000




Diversified Telecommunication Services — 1.8%

AT&T, Inc.		800,000	$	22,800,000
Verizon Communications, Inc.		350,000		11,364,500


			$	34,164,500




Electric Utilities — 2.3%

American Electric Power Co., Inc.		250,000	$	9,360,000
Entergy Corp.		175,000		13,042,750
Exelon Corp.⁽²⁾		300,000		12,246,000
NextEra Energy, Inc.⁽²⁾		200,000		11,008,000


			$	45,656,750




Food & Staples Retailing — 3.1%

CVS Caremark Corp.		400,000	$	12,048,000
Wal-Mart Stores, Inc.		900,000		48,753,000


			$	60,801,000




Food Products — 4.3%

Kellogg Co.		400,000	$	20,104,000
Kraft Foods, Inc., Class A		625,000		20,168,750
Nestle SA		800,000		43,819,569


			$	84,092,319




Health Care Equipment & Supplies — 1.0%

Covidien PLC		490,000	$	19,536,300


			$	19,536,300

See notes to financial statements

Tax-Managed Value Portfolio as of October 31, 2010

PORTFOLIO OF INVESTMENTS CONT’D


Security	Shares		Value



Health Care Providers & Services — 0.8%

UnitedHealth Group, Inc.		425,000	$	15,321,250


			$	15,321,250




Hotels, Restaurants & Leisure — 2.8%

Carnival Corp.		375,000	$	16,188,750
McDonald’s Corp.		500,000		38,885,000


			$	55,073,750




Household Products — 1.2%

Kimberly-Clark Corp.		360,000	$	22,802,400


			$	22,802,400




Industrial Conglomerates — 2.4%

General Electric Co.		2,225,000	$	35,644,500
Tyco International, Ltd.		315,000		12,058,200


			$	47,702,700




Insurance — 5.5%

Lincoln National Corp.		780,000	$	19,094,400
MetLife, Inc.		915,000		36,901,950
Prudential Financial, Inc.		725,000		38,120,500
Travelers Companies, Inc. (The)		220,000		12,144,000


			$	106,260,850




IT Services — 1.6%

Accenture PLC, Class A		250,000	$	11,177,500
MasterCard, Inc., Class A		85,000		20,405,100


			$	31,582,600




Life Sciences Tools & Services — 0.7%

Thermo Fisher Scientific, Inc.⁽¹⁾		250,000	$	12,855,000


			$	12,855,000




Machinery — 1.5%

Caterpillar, Inc.		180,000	$	14,148,000
PACCAR, Inc.		300,000		15,378,000


			$	29,526,000



Media — 1.5%

Time Warner Cable, Inc.⁽²⁾		240,000	$	13,888,800
Walt Disney Co. (The)		398,000		14,371,780


			$	28,260,580




Metals & Mining — 3.4%

BHP Billiton, Ltd. ADR⁽²⁾		325,000	$	26,841,750
Freeport-McMoRan Copper & Gold, Inc.		290,000		27,457,200
United States Steel Corp.⁽²⁾		300,000		12,837,000


			$	67,135,950




Multi-Utilities — 3.2%

Dominion Resources, Inc.		300,000	$	13,038,000
PG&E Corp.		325,000		15,541,500
Public Service Enterprise Group, Inc.		550,000		17,792,500
Sempra Energy		300,000		16,044,000


			$	62,416,000




Multiline Retail — 1.1%

Target Corp.		400,000	$	20,776,000


			$	20,776,000




Oil, Gas & Consumable Fuels — 12.7%

Apache Corp.		425,000	$	42,933,500
Chevron Corp.		300,000		24,783,000
ConocoPhillips		800,000		47,520,000
Exxon Mobil Corp.		450,000		29,911,500
Hess Corp.		400,000		25,212,000
Occidental Petroleum Corp.		560,000		44,032,800
Peabody Energy Corp.		635,000		33,591,500


			$	247,984,300




Pharmaceuticals — 9.1%

Abbott Laboratories		800,000	$	41,056,000
Johnson & Johnson		725,000		46,160,750
Merck & Co., Inc.		1,150,000		41,722,000
Pfizer, Inc.		2,825,000		49,155,000


			$	178,093,750

See notes to financial statements

Tax-Managed Value Portfolio as of October 31, 2010

PORTFOLIO OF INVESTMENTS CONT’D


Security	Shares		Value



Real Estate Investment Trusts (REITs) — 2.6%

AvalonBay Communities, Inc.⁽²⁾		175,000	$	18,604,250
Boston Properties, Inc.⁽²⁾		150,000		12,928,500
Vornado Realty Trust		220,000		19,225,800


			$	50,758,550




Road & Rail — 1.8%

Union Pacific Corp.		395,000	$	34,633,600


			$	34,633,600




Semiconductors & Semiconductor Equipment — 0.5%

Intel Corp.		525,000	$	10,536,750


			$	10,536,750




Software — 1.8%

Microsoft Corp.		825,000	$	21,978,000
Oracle Corp.		415,000		12,201,000


			$	34,179,000




Specialty Retail — 2.8%

Best Buy Co., Inc.⁽²⁾		425,000	$	18,266,500
Staples, Inc.		600,000		12,282,000
TJX Companies, Inc. (The)		525,000		24,092,250


			$	54,640,750




Wireless Telecommunication Services — 1.9%

Rogers Communications, Inc., Class B⁽²⁾		650,000	$	23,692,500
Vodafone Group PLC ADR		450,000		12,379,500


			$	36,072,000



Total Common Stocks
(identified cost $1,448,209,310)			$	1,924,548,437


Short-Term Investments — 4.7%

	Interest
Description	(000’s omitted)		Value


Eaton Vance Cash Collateral Fund, LLC, 0.23%,⁽³⁾⁽⁴⁾	$	79,174	$	79,173,765
Eaton Vance Cash Reserves Fund, LLC, 0.22%,⁽⁴⁾⁽⁵⁾		11,482		11,482,415



Total Short-Term Investments
(identified cost $90,656,180)			$	90,656,180



Total Investments — 103.6%
(identified cost $1,538,865,490)			$	2,015,204,617



Other Assets, Less Liabilities — (3.6)%			$	(69,245,413	)



Net Assets — 100.0%			$	1,945,959,204

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)		All or a portion of this security was on loan at October 31, 2010.

(3)		The amount invested in Eaton Vance Cash Collateral Fund, LLC represents cash collateral received for securities on loan at October 31, 2010. Other Assets, Less Liabilities includes an equal and offsetting liability of the Portfolio to repay collateral amounts upon the return of loaned securities.

(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, 2010.

(5)		Net income allocated from the investment in Eaton Vance Cash Reserves Fund, LLC and Cash Management Portfolio, an affiliated investment company, for the year ended October 31, 2010 was $58,160 and $0, respectively.

See notes to financial statements

Tax-Managed Value Portfolio as of October 31, 2010

FINANCIAL STATEMENTS

Statement of Assets and Liabilities


As of October 31, 2010

Assets

Unaffiliated investments, at value including $77,901,033 of securities on loan (identified cost, $1,448,209,310)	$	1,924,548,437
Affiliated investments, at value (identified cost, $90,656,180)		90,656,180
Dividends receivable		2,198,867
Interest receivable from affiliated investment		7,713
Receivable for investments sold		7,824,549
Securities lending income receivable		9,261
Tax reclaims receivable		1,158,947


Total assets	$	2,026,403,954





Liabilities

Collateral for securities loaned	$	79,173,765
Payable to affiliates:
Investment adviser fee		1,052,765
Trustees’ fees		4,208
Accrued expenses		214,012


Total liabilities	$	80,444,750


Net Assets applicable to investors’ interest in Portfolio	$	1,945,959,204





Sources of Net Assets

Net proceeds from capital contributions and withdrawals	$	1,469,476,130
Net unrealized appreciation		476,483,074


Total	$	1,945,959,204

Statement of Operations


For the Year Ended
October 31, 2010

Investment Income

Dividends (net of foreign taxes, $355,951)		$	37,528,938
Securities lending income, net			114,919
Interest allocated from affiliated investments			75,666
Expenses allocated from affiliated investments			(17,506	)


Total investment income		$	37,702,017





Expenses

Investment adviser fee		$	11,475,769
Trustees’ fees and expenses			50,500
Custodian fee			386,023
Legal and accounting services			88,007
Miscellaneous			56,880


Total expenses		$	12,057,179


Deduct —
Reduction of custodian fee	��	$	42


Total expense reductions		$	42



Net expenses		$	12,057,137



Net investment income		$	25,644,880





Realized and Unrealized Gain (Loss)

Net realized gain (loss) —
Investment transactions		$	68,800,865
Investment transactions allocated from affiliated investments			(80,250	)
Foreign currency transactions			(11,265	)


Net realized gain		$	68,709,350


Change in unrealized appreciation (depreciation) —
Investments		$	72,096,591
Foreign currency			50,831


Net change in unrealized appreciation (depreciation)		$	72,147,422



Net realized and unrealized gain		$	140,856,772



Net increase in net assets from operations		$	166,501,652

See notes to financial statements

Tax-Managed Value Portfolio as of October 31, 2010

FINANCIAL STATEMENTS CONT’D

Statements of Changes in Net Assets


Increase (Decrease)	Year Ended			Year Ended
in Net Assets	October 31, 2010			October 31, 2009

From operations —
Net investment income	$	25,644,880		$	28,099,576
Net realized gain (loss) from investment and foreign currency transactions and capital gain distributions received		68,709,350			(158,981,606	)
Net change in unrealized appreciation (depreciation) from investments and foreign currency		72,147,422			241,982,084


Net increase in net assets from operations	$	166,501,652		$	111,100,054


Capital transactions —
Contributions	$	339,288,586		$	643,314,732
Withdrawals		(209,156,623	)		(462,369,238	)


Net increase in net assets from capital transactions	$	130,131,963		$	180,945,494



Net increase in net assets	$	296,633,615		$	292,045,548





Net Assets

At beginning of year	$	1,649,325,589		$	1,357,280,041


At end of year	$	1,945,959,204		$	1,649,325,589

See notes to financial statements

Tax-Managed Value Portfolio as of October 31, 2010

FINANCIAL STATEMENTS CONT’D

Supplementary Data


	Year Ended October 31,

	2010			2009			2008			2007			2006



Ratios/Supplemental Data

Ratios (as a percentage of average daily net assets):
Expenses⁽¹⁾		0.65	%		0.67	%		0.66	%		0.66	%		0.67	%⁽²⁾
Net investment income		1.38	%		1.96	%		1.71	%		1.56	%		1.67	%
Portfolio Turnover		35	%		82	%		84	%		14	%		26	%


Total Return		9.55	%		4.55	%		(32.85	)%		17.51	%		19.53	%



Net assets, end of year (000’s omitted)	$	1,945,959		$	1,649,326		$	1,357,280		$	1,521,164		$	1,212,996


(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, 2006).

See notes to financial statements

Tax-Managed Value Portfolio as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS

1 Significant Accounting Policies

Tax-Managed Value Portfolio (the Portfolio) is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as a diversified, open-end management investment company. The Portfolio’s investment objective is to achieve long-term, after-tax returns by investing in a diversified portfolio of value stocks. The Declaration of Trust permits the Trustees to issue interests in the Portfolio. At October 31, 2010, Eaton Vance Tax-Managed Value Fund and Eaton Vance Tax-Managed Equity Asset Allocation Fund held an interest of 93.9% and 6.1%, 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 Investment Valuation — Equity securities (including common shares of closed-end investment companies) listed on a U.S. securities exchange generally are valued at the last sale or closing 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 purchased 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 Eaton Vance Cash Reserves Fund, LLC (Cash Reserves Fund) and Eaton Vance Cash Collateral Fund, LLC (Cash Collateral Fund), affiliated investment companies managed by Eaton Vance Management (EVM). Cash Reserves Fund and Cash Collateral Fund generally value their investment securities utilizing the amortized cost valuation technique in accordance with Rule 2a-7 under 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 Reserves Fund and Cash Collateral Fund may value their investment securities based on available market quotations provided by a third party pricing service.

Tax-Managed Value Portfolio as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS CONT’D

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

2 Investment Adviser Fee and Other Transactions with Affiliates

The investment adviser fee is earned by Boston Management and Research (BMR), a subsidiary of EVM, 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 on daily net assets of $2 billion or more, and is payable monthly. The fee reduction cannot be terminated without the consent of the Trustees and shareholders. Prior to its liquidation in February 2010, the portion of the adviser fee payable by Cash Management Portfolio, an affiliated investment company, on the Portfolio’s investment of cash therein was credited against the Portfolio’s investment adviser fee. The Portfolio currently invests its cash in Cash Reserves Fund. EVM does not currently receive a fee for advisory services provided to Cash Reserves Fund. For the year ended October 31, 2010, the Portfolio’s investment adviser fee totaled $11,488,208 of which $12,439 was allocated from Cash Management Portfolio and $11,475,769 was paid or accrued directly by the Portfolio. For the year ended

Tax-Managed Value Portfolio as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS CONT’D

October 31, 2010, the Portfolio’s investment adviser fee, including the portion allocated from Cash Management Portfolio, was 0.62% of the Portfolio’s average daily net assets.

3 Purchases and Sales of Investments

Purchases and sales of investments, other than short-term obligations, aggregated $788,733,176 and $637,165,447, respectively, for the year ended October 31, 2010.

4 Federal Income Tax Basis of Investments

The cost and unrealized appreciation (depreciation) of investments of the Portfolio at October 31, 2010, as determined on a federal income tax basis, were as follows:


Aggregate cost	$	1,544,122,806


Gross unrealized appreciation	$	473,068,654
Gross unrealized depreciation		(1,986,843	)


Net unrealized appreciation	$	471,081,811

The net unrealized appreciation on foreign currency transactions at October 31, 2010 on a federal income tax basis was $143,947.

5 Line of Credit

6 Securities 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 $11,950 for the year ended October 31, 2010. At October 31, 2010, the value of the securities loaned and the value of the collateral received amounted to $77,901,033 and $79,173,765, respectively. 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 its obligations due on loans.

7 Fair Value Measurements


	•	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, 2010, the inputs used in valuing the Portfolio’s investments, which are carried at value, were as follows:

Tax-Managed Value Portfolio as of October 31, 2010

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	$	158,751,080	$	—		$	—	$	158,751,080
Consumer Staples		145,425,150		43,819,569			—		189,244,719
Energy		247,984,300		—			—		247,984,300
Financials		474,381,650		—			—		474,381,650
Health Care		254,401,300		—			—		254,401,300
Industrials		193,391,900		—			—		193,391,900
Information Technology		137,205,200		10,997,588			—		148,202,788
Materials		79,881,450		—			—		79,881,450
Telecommunication Services		70,236,500		—			—		70,236,500
Utilities		108,072,750		—			—		108,072,750


Total Common Stocks	$	1,869,731,280	$	54,817,157	*	$	—	$	1,924,548,437


Short-Term Investments	$	—	$	90,656,180		$	—	$	90,656,180


Total Investments	$	1,869,731,280	$	145,473,337		$	—	$	2,015,204,617


*		Includes foreign equity securities whose values were adjusted to reflect market trading of comparable securities or other correlated instruments 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, 2009 whose fair value was determined using Level 3 inputs.

Tax-Managed Value Portfolio as of October 31, 2010

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, 2010, 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, 2010, 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, 2010, 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, 2010

Eaton Vance Tax-Managed Value Fund

BOARD OF TRUSTEES’ CONTRACT APPROVAL

Overview of the Contract Review Process

Information about Fees, Performance and Expenses


	•	An independent report comparing the advisory and related fees paid by each fund with fees paid by comparable funds;
	•	An independent report comparing each fund’s total expense ratio and its components to comparable funds;
	•	An independent report comparing the investment performance of each fund (including yield where relevant) to the investment performance of comparable funds over various time periods;
	•	Data regarding investment performance in comparison to relevant peer groups of similarly managed funds and appropriate indices;
	•	For each fund, comparative information concerning the fees charged and the services provided by each adviser in managing other mutual funds and institutional accounts using investment strategies and techniques similar to those used in managing such fund;
	•	Profitability analyses for each adviser with respect to each fund;

Information about Portfolio Management


	•	Descriptions of the investment management services provided to each fund, including the investment strategies and processes employed, and any changes in portfolio management processes and personnel;
	•	Information concerning the allocation of brokerage and the benefits received by each adviser as a result of brokerage allocation, including information concerning the acquisition of research through “soft dollar” benefits received in connection with the funds’ brokerage, and the implementation of a soft dollar reimbursement program established with respect to the funds;
	•	Data relating to portfolio turnover rates of each fund;
	•	The procedures and processes used to determine the fair value of fund assets and actions taken to monitor and test the effectiveness of such procedures and processes;

Information about each Adviser


	•	Reports detailing the financial results and condition of each adviser;
	•	Descriptions of the qualifications, education and experience of the individual investment professionals whose responsibilities include portfolio management and investment research for the funds, and information relating to their compensation and responsibilities with respect to managing other mutual funds and investment accounts;
	•	Copies of the Codes of Ethics of each adviser and its affiliates, together with information relating to compliance with and the administration of such codes;
	•	Copies of or descriptions of each adviser’s policies and procedures relating to proxy voting, the handling of corporate actions and class actions;
	•	Information concerning the resources devoted to compliance efforts undertaken by each adviser and its affiliates on behalf of the funds (including descriptions of various compliance programs) and their record of compliance with investment policies and restrictions, including policies with respect to market-timing, late trading and selective portfolio disclosure, and with policies on personal securities transactions;
	•	Descriptions of the business continuity and disaster recovery plans of each adviser and its affiliates;
	•	A description of Eaton Vance Management’s procedures for overseeing third party advisers and sub-advisers;

Other Relevant Information


	•	Information concerning the nature, cost and character of the administrative and other non-investment management services provided by Eaton Vance Management and its affiliates;
	•	Information concerning management of the relationship with the custodian, subcustodians and fund accountants by each adviser or the funds’ administrator; and
	•	The terms of each advisory agreement.

Eaton Vance Tax-Managed Value Fund

BOARD OF TRUSTEES’ CONTRACT APPROVAL CONT’D

Results of the Process

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, including recent changes to such personnel. 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 methods of the Adviser to recruit and retain investment personnel, and the time and attention devoted to the Portfolio by senior management.

Eaton Vance Tax-Managed Value Fund

BOARD OF TRUSTEES’ CONTRACT APPROVAL CONT’D

Fund Performance

The Board compared the Fund’s investment performance to a relevant universe of similarly managed funds identified by an independent data provider and appropriate benchmark indices. The Board reviewed comparative performance data for the one-, three- and five-year periods ended September 30, 2009 for the Fund. The Board concluded that the performance of the Fund was satisfactory.

Management Fees and Expenses

The Board reviewed contractual investment advisory fee rates, including any administrative fee rates, payable by the Portfolio and the Fund (referred to collectively as “management fees”). As part of its review, the Board considered the management fees and the Fund’s total expense ratio for the year ended September 30, 2009, as compared to a group of similarly managed funds selected by an independent data provider. The Board also considered factors that had an impact on Fund expense ratios, as identified by management in response to inquiries from the Contract Review Committee, as well as actions being taken to reduce expenses at the fund complex level.

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 and the Portfolio, on the other hand, can expect to realize benefits from economies of scale as the assets of the Fund and the Portfolio increase. The Board acknowledged the difficulty in accurately measuring the benefits resulting from the economies of scale with respect to the management of any specific fund or group of funds. The Board reviewed data summarizing the increases and decreases in the assets of the Fund and of all Eaton Vance Funds as a group over various time periods, and evaluated the extent to which the total expense ratio of the Fund and the profitability of the Adviser and its affiliates may have been affected by such increases or decreases. Based upon the foregoing, the Board concluded that the benefits from economies of scale are currently being shared equitably by the Adviser and its affiliates and the Fund. The Board also concluded that, assuming reasonably foreseeable increases in the assets of the Portfolio, the structure of the advisory fee, which includes breakpoints at several asset levels, can be expected to cause the Adviser and its affiliates and the Fund and Portfolio to continue to share such benefits equitably.

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

Principal Occupation(s)

in Fund Complex

Name and

Trust and

Length of

During Past Five Years and

Overseen By

Other Directorships Held

Year of Birth

the Portfolio

Service

Other Relevant Experience

Trustee⁽¹⁾

During the Last Five Years⁽²⁾

Interested Trustee

Thomas E. Faust Jr.
1958

Trustee and
President of
the Trust

Trustee since 2007 and President of the Trust since 2002

184

Director of EVC.

Noninterested Trustees

Benjamin C. Esty
1963

Trustee

Since 2005

Roy and Elizabeth Simmons Professor of Business Administration and Finance Unit Head, Harvard University Graduate School of Business Administration.

184

None

Allen R. Freedman
1940

Trustee

Since 2007

184

Director of Assurant, Inc. (insurance provider) and Stonemor Partners, L.P. (owner and operator of cemeteries).

William H. Park
1947

Trustee

Since 2003

184

None

Ronald A. Pearlman
1940

Trustee

Since 2003

184

None

Eaton Vance Tax-Managed Value Fund

MANAGEMENT AND ORGANIZATION CONT’D

Position(s)

Term of

Number of Portfolios

with the

Office and

Principal Occupation(s)

in Fund Complex

Name and

Trust and

Length of

During Past Five Years and

Overseen By

Other Directorships Held

Year of Birth

the Portfolio

Service

Other Relevant Experience

Trustee⁽¹⁾

During the Last Five Years⁽²⁾

Noninterested Trustees (continued)

Helen Frame Peters
1948

Trustee

Since 2008

184

Lynn A. Stout
1957

Trustee

Of the Trust since 1998 and of the Portfolio since 2001

184

None

Ralph F. Verni
1943

Chairman of
the Board
and Trustee

Chairman of the Board since 2007 and Trustee since 2005

184

None

Principal Officers who are not Trustees


	Position(s)	Term of
	with the	Office and
Name and	Trust and	Length of	Principal Occupation(s)
Year of Birth	the Portfolio	Service	During Past Five Years


William H. Ahern, Jr. 1959	Vice President of the Trust	Since 1995	Vice President of EVM and BMR. Officer of 80 registered investment companies managed by EVM or BMR.

John R. Baur 1970	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 was an Account Team Representative in Singapore for Applied Materials, Inc. Officer of 37 registered investment companies managed by EVM or BMR.

Matthew F. Beaudry 1962	Vice President of the Portfolio	Since 2009	Vice President of EVM and BMR since 2006. Previously, Senior Vice President, Alliance Bernstein Investment Research and Management (2000-2006). Officer of 2 registered investment companies managed by EVM or BMR.

Maria C. Cappellano 1967	Vice President of the Trust	Since 2009	Vice President of EVM and BMR. Officer of 49 registered investment companies managed by EVM or BMR.

Michael A. Cirami 1975	Vice President of the Trust	Since 2008	Vice President of EVM and BMR. Officer of 37 registered investment companies managed by EVM or BMR.

Cynthia J. Clemson 1963	Vice President of the Trust	Since 2005	Vice President of EVM and BMR. Officer of 96 registered investment companies managed by EVM or BMR.

John H. Croft 1962	Vice President of the Trust	Since 2010	Vice President of EVM and BMR. Officer of 38 registered investment companies managed by EVM or BMR.

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)
Year of Birth	the Portfolio	Service	During Past Five Years


Principal Officers who are not Trustees (continued)

John D. Crowley 1971	Vice President of the Portfolio	Since 2009	Vice President of EVM and BMR. Officer of 2 registered investment companies managed by EVM or BMR.

Charles B. Gaffney 1972	Vice President of the Trust	Since 2007	Director of Equity Research and a Vice President of EVM and BMR. Officer of 33 registered investment companies managed by EVM or BMR.

Christine M. Johnston 1972	Vice President of the Trust	Since 2007	Vice President of EVM and BMR. Officer of 40 registered investment companies managed by EVM or BMR.

Stephen J. Kaszynski 1954	Vice President of the Portfolio	Since 2009	Vice President of EVM and BMR since 2008. Previously, Managing Director and Head of U.S. Equities for Credit Suisse Asset Management, as well as the lead portfolio manager of a Credit Suisse fund (2004-2007). Officer of 2 registered investment companies managed by EVM or BMR.

Aamer Khan 1960	Vice President of the Trust	Since 2005	Vice President of EVM and BMR. Officer of 36 registered investment companies managed by EVM or BMR.

Thomas H. Luster 1962	Vice President of the Trust	Since 2006	Vice President of EVM and BMR. Officer of 55 registered investment companies managed by EVM or BMR.

Michael R. Mach 1947	Vice President of the Portfolio	Since 2001	Vice President of EVM and BMR. Officer of 21 registered investment companies managed by EVM or BMR.

Jeffrey A. Rawlins 1961	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 33 registered investment companies managed by EVM or BMR.

Duncan W. Richardson 1957	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 1954	Vice President of the Trust	Since 2003	Vice President of EVM and BMR. Officer of 54 registered investment companies managed by EVM or BMR.

Susan Schiff 1961	Vice President of the Trust	Since 2002	Vice President of EVM and BMR. Officer of 38 registered investment companies managed by EVM or BMR.

Thomas Seto 1962	Vice President of the Trust	Since 2007	Vice President and Director of Portfolio Management of Parametric. Officer of 33 registered investment companies managed by EVM or BMR.

David M. Stein 1951	Vice President of the Trust	Since 2007	Managing Director and Chief Investment Officer of Parametric. Officer of 33 registered investment companies managed by EVM or BMR.

Eric A. Stein 1980	Vice President of the Trust	Since 2009	Vice President of EVM and BMR. Originally joined EVM in July 2002. Prior to re-joining EVM in September 2008, Mr. Stein worked at the Federal Reserve Bank of New York (2007-2008) and attended business school in Chicago, Illinois. Officer of 34 registered investment companies managed by EVM or BMR.

Dan R. Strelow 1959	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 33 registered investment companies managed by EVM or BMR.

Mark S. Venezia 1949	Vice President of the Trust	Since 2007	Vice President of EVM and BMR. Officer of 40 registered investment companies managed by EVM or BMR.

Adam A. Weigold 1975	Vice President of the Trust	Since 2007	Vice President of EVM and BMR. Officer of 73 registered investment companies managed by EVM or BMR.

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)
Year of Birth	the Portfolio	Service	During Past Five Years


Principal Officers who are not Trustees (continued)

Barbara E. Campbell 1957	Treasurer	Of the Trust since 2005 and of the Portfolio since 2008	Vice President of EVM and BMR. Officer of 184 registered investment companies managed by EVM or BMR.

Maureen A. Gemma 1960	Secretary and Chief Legal Officer	Secretary since 2007 and Chief Legal Officer since 2008	Vice President of EVM and BMR. Officer of 184 registered investment companies managed by EVM or BMR.

Paul M. O’Neil 1953	Chief Compliance Officer	Since 2004	Vice President of EVM and BMR. Officer of 184 registered investment companies managed by EVM or BMR.


(1)		Includes both master and feeder funds in a master-feeder structure.

(2)		During their respective tenures, the Trustees also served as trustees of one or more of the following Eaton Vance funds (which operated in the years noted): Eaton Vance Credit Opportunities Fund (launched in 2005 and terminated in 2010); Eaton Vance Insured Florida Plus Municipal Bond Fund (launched in 2002 and terminated in 2009); and Eaton Vance National Municipal Income Fund (launched in 1998 and terminated in 2009).

This Page Intentionally Left Blank

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

BNY Mellon Asset 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


501-12/10	TVSRC

IMPORTANT NOTICES


	•	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.

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

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, 2010

MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE

Economic and Market Conditions

Scott H. Page, CFA
Co-Portfolio Manager

Craig P. Russ
Co-Portfolio Manager

•

The bank loan market continued to recover from its 2008 lows for most of the 12-month period ending October 31, 2010. In spite of a small negative return during the April-June quarter, the market, as measured by the S&P/LSTA Leveraged Loan Index¹ (the Index), produced double-digit performance for the year. The market’s recovery was driven by stronger demand and greater liquidity in the marketplace, along with improved corporate fundamentals.

•

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. The Fund utilizes leverage to acquire additional income-producing investments. 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 392 borrowers in 37 industries as of October 31, 2010, with an average loan representing 0.24% of total investments, and no industry constituted more than 11% of total investments. Health care, cable and satellite television, and business equipment and services were among the top industry weightings. The Fund’s loans were primarily senior, secured loans to companies with average revenues exceeding $1 billion.

•

Management’s use of leverage was a significant factor in the Fund’s outperformance of the Index, as its loans acquired with borrowings were bolstered by


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

Advisers Class³	13.65	%
Class A³	13.64
Class B³	13.23
Class C³	13.16
Class I³	13.91
S&P/LSTA Leveraged Loan Index¹	11.91

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. During the period, Advisers Class, Class A and Class I shares were subject to a 1% redemption fee if redeemed or exchanged within 90 days of the settlement of purchase. Effective January 1, 2011, Advisers Class, Class A and Class I shares will no longer be subject to a redemption fee.

Eaton Vance Floating-Rate Advantage Fund as of October 31, 2010

MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE

generally strong conditions in the credit markets during the year. Use of leverage creates an opportunity for added return but at the same time creates special risks (including the likelihood of greater volatility of net asset value).

•		During the period, the Fund continued to maintain smaller allocations to very large lower-quality loans—notably, some significant issues that came to market in 2007—than did the Index. This under-weighting detracted from performance because the price of these issues rallied more than the overall market as investors sought higher discount opportunities. The Fund’s lower allocation to B-rated loans, which rallied the most after the May/June volatility, also detracted from relative performance during the summer months, as did an underweight to CCC-rated loans earlier in the year. In addition, the Fund’s investments in European loans contributed positively to its performance during the period.

•		We continue to believe that the Fund is well positioned for the current market environment. The Fund invests broadly across the floating-rate loan market, providing shareholders with diversified exposure to the asset class.^* The cornerstones of the Fund’s investment approach have always been—and continue to be—bottom-up credit research and dedication to diversification. This approach helps the Fund seek lower volatility relative to the overall loan market, while helping to contain risk in difficult credit environments.


*		Diversification neither assures a profit nor guarantees against loss.

Portfolio Composition

Top 10 Holdings¹
By total investments


UPC Broadband Holding B.V.	1.4	%
Community Health Systems, Inc.	1.3
Intelsat Corp.	1.2
Georgia-Pacific Corp.	1.2
SunGard Data Systems, Inc.	1.1
Aramark Corp.	1.1
Charter Communications Operating, LLC	1.1
Rite Aid Corp.	1.0
HCA, Inc.	1.0
LPL Holdings, Inc.	1.0


¹		Top 10 Holdings represented 11.4% of the Portfolio’s total investments as of 10/31/10.

Top Five Industries²
By total investments


Health Care	11.0	%
Cable and Satellite Television	8.1
Business Equipment and Services	7.6
Chemicals and Plastics	5.9
Publishing	4.7


²		As of 10/31/10. Industries are shown as a percentage of the Portfolio’s total investments.

Credit Quality Ratings for
Total Loan Investments³
By total loan investments


Baa	2.4	%
Ba	48.3
B	32.6
Ca	0.3
Caa	3.0
Defaulted	0.6
Non-Rated	12.7


³		Reflects the Portfolio’s total loan investments as of 10/31/10. Credit ratings are based largely on the rating agency’s investment analysis at the time of rating and the rating assigned to any particular security is not necessarily a reflection of 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. If securities are rated differently by the rating agencies, the higher rating is applied.

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.

Eaton Vance Floating-Rate Advantage Fund as of October 31, 2010

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 index of the institutional leveraged loan market. The lines on the graph represent the total returns of a hypothetical investment of $10,000 in each of 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.

Performance¹


	Advisers
	Class			Class A			Class B			Class C			Class I
Share Class Symbol	EVFAX			EAFAX			EBFAX			ECFAX			EIFAX

Average Annual Total Returns (at net asset value)
One Year		13.65	%		13.64	%		13.23	%		13.16	%		13.91	%
Five Years		N.A.			N.A.			4.32			N.A.			N.A.
10 Years		N.A.			N.A.			4.05			N.A.			N.A.
Life of Fund^†		8.40			8.40			5.54			7.90			8.66
SEC Average Annual Total Returns (including sales charge or applicable CDSC)
One Year		13.65	%		11.07	%		10.23	%		12.16	%		13.91	%
Five Years		N.A.			N.A.			4.32			N.A.			N.A.
10 Years		N.A.			N.A.			4.05			N.A.			N.A.
Life of Fund^†		8.40			7.47			5.54			7.90			8.66


^†		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 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 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. During the period, Advisers Class, Class A and Class I shares were subject to a 1% redemption fee if redeemed or exchanged within 90 days of the settlement of purchase. Effective January 1, 2011, Advisers Class, Class A and Class I shares will no longer be subject to a redemption fee. 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 Expenses ²	Class			Class A			Class B			Class C			Class I

Expense Ratio		2.61	%		2.61	%		2.96	%		3.11	%		2.36	%


²		From the Fund’s prospectus dated 3/1/10.


*		Source: Lipper Inc. Class B of the Fund commenced operations on 8/4/89. A $10,000 hypothetical investment at net asset value in Advisers Class on 3/15/08 (commencement of operations), Class A on 3/17/08 (commencement of operations), Class C on 3/15/08 (commencement of operations) and Class I on 3/15/08 (commencement of operations) would have been valued at $12,359, $12,359 ($12,081 including maximum sales charge), $12,208 and $12,437, respectively, on 10/31/10. 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.

Eaton Vance Floating-Rate Advantage Fund as of October 31, 2010

FUND EXPENSES

Eaton Vance Floating-Rate Advantage Fund


	Beginning Account Value		Ending Account Value		Expenses Paid During Period*
	(5/1/10)		(10/31/10)		(5/1/10 – 10/31/10)


Actual
Advisers Class		$1,000.00		$1,024.20		$8.47
Class A		$1,000.00		$1,023.20		$8.41
Class B		$1,000.00		$1,021.40		$10.09
Class C		$1,000.00		$1,021.00		$10.95
Class I		$1,000.00		$1,024.50		$7.40





Hypothetical
(5% return per year before expenses)
Advisers Class		$1,000.00		$1,016.80		$8.44
Class A		$1,000.00		$1,016.90		$8.39
Class B		$1,000.00		$1,015.20		$10.06
Class C		$1,000.00		$1,014.40		$10.92
Class I		$1,000.00		$1,017.90		$7.38


	*	Expenses are equal to the Fund’s annualized expense ratio of 1.66% for Advisers Class shares, 1.65% for Class A shares, 1.98% for Class B shares, 2.15% for Class C shares and 1.45% 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, 2010. The Example reflects the expenses of both the Fund and the Portfolio.

Eaton Vance Floating-Rate Advantage Fund as of October 31, 2010

FINANCIAL STATEMENTS

Statement of Assets and Liabilities


As of October 31, 2010

Assets

Investment in Senior Debt Portfolio, at value (identified cost, $1,380,407,515)	$	1,347,695,149
Receivable for Fund shares sold		2,622,289


Total assets	$	1,350,317,438



Liabilities

Payable for Fund shares redeemed	$	2,202,559
Distributions payable		1,884,907
Payable to affiliates:
Distribution and service fees		543,319
Administration fee		112,673
Trustees’ fees		42
Accrued expenses		268,563


Total liabilities	$	5,012,063


Net Assets	$	1,345,305,375



Sources of Net Assets

Paid-in capital	$	1,675,135,379
Accumulated net realized loss from Portfolio		(302,544,787	)
Accumulated undistributed net investment income		5,427,149
Net unrealized depreciation from Portfolio		(32,712,366	)


Total	$	1,345,305,375



Advisers Class Shares

Net Assets	$	40,840,573
Shares Outstanding		3,821,051
Net Asset Value, Offering Price and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	10.69



Class A Shares

Net Assets	$	556,631,445
Shares Outstanding		52,067,831
Net Asset Value and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	10.69
Maximum Offering Price Per Share
(100 ¸ 97.75 of net asset value per share)	$	10.94



Class B Shares

Net Assets	$	101,395,336
Shares Outstanding		9,465,233
Net Asset Value and Offering Price Per Share*
(net assets ¸ shares of beneficial interest outstanding)	$	10.71



Class C Shares

Net Assets	$	583,682,919
Shares Outstanding		54,665,551
Net Asset Value and Offering Price Per Share*
(net assets ¸ shares of beneficial interest outstanding)	$	10.68



Class I Shares

Net Assets	$	62,755,102
Shares Outstanding		5,869,194
Net Asset Value, Offering Price and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	10.69

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, 2010

Investment Income

Interest allocated from Portfolio	$	83,829,739
Expenses allocated from Portfolio		(16,669,199	)


Total investment income from Portfolio	$	67,160,540





Expenses

Administration fee	$	1,300,834
Distribution and service fees
Advisers Class		94,589
Class A		1,356,055
Class B		669,523
Class C		4,240,895
Trustees’ fees and expenses		500
Custodian fee		29,645
Transfer and dividend disbursing agent fees		1,072,096
Legal and accounting services		39,768
Printing and postage		137,994
Registration fees		80,022
Miscellaneous		20,587


Total expenses	$	9,042,508



Net investment income	$	58,118,032





Realized and Unrealized Gain (Loss) from Portfolio

Net realized gain (loss) —
Investment transactions	$	(42,642,168	)
Foreign currency and forward foreign currency exchange contract transactions		9,917,867


Net realized loss	$	(32,724,301	)


Change in unrealized appreciation (depreciation) —
Investments	$	139,200,994
Foreign currency and forward foreign currency exchange contracts		(2,192,229	)


Net change in unrealized appreciation (depreciation)	$	137,008,765



Net realized and unrealized gain	$	104,284,464



Net increase in net assets from operations	$	162,402,496

See notes to financial statements

Eaton Vance Floating-Rate Advantage Fund as of October 31, 2010

FINANCIAL STATEMENTS CONT’D

Statements of Changes in Net Assets


Increase (Decrease)	Year Ended			Year Ended
in Net Assets	October 31, 2010			October 31, 2009

From operations —
Net investment income	$	58,118,032		$	56,355,812
Net realized loss from investment, foreign currency and forward foreign currency exchange contract transactions		(32,724,301	)		(139,173,601	)
Net change in unrealized appreciation (depreciation) from investments, foreign currency and forward foreign currency exchange contracts		137,008,765			431,917,133


Net increase in net assets from operations	$	162,402,496		$	349,099,344


Distributions to shareholders —
From net investment income
Advisers Class	$	(1,962,379	)	$	(1,628,046	)
Class A		(28,360,368	)		(23,864,460	)
Class B		(5,479,138	)		(6,295,340	)
Class C		(27,102,863	)		(23,489,681	)
Class I		(2,329,653	)		(824,669	)


Total distributions to shareholders	$	(65,234,401	)	$	(56,102,196	)


Transactions in shares of beneficial interest —
Proceeds from sale of shares
Advisers Class	$	14,293,240		$	14,369,337
Class A		40,242,694			21,758,243
Class B		6,146,819			2,477,558
Class C		57,511,710			21,836,541
Class I		48,639,847			7,819,465
Net asset value of shares issued to shareholders in payment of distributions declared
Advisers Class		1,615,526			1,361,149
Class A		17,754,305			14,024,682
Class B		3,588,530			3,831,567
Class C		19,955,541			16,768,425
Class I		1,061,130			349,645
Cost of shares redeemed
Advisers Class		(11,955,686	)		(18,417,318	)
Class A		(83,515,835	)		(104,408,032	)
Class B		(25,000,461	)		(35,418,922	)
Class C		(86,692,486	)		(100,839,722	)
Class I		(14,360,701	)		(1,205,437	)
Net asset value of shares exchanged
Class A		13,179,521			29,897,621
Class B		(13,179,521	)		(29,897,621	)
Redemption fees		50,370			8,137


Net decrease in net assets from Fund share transactions	$	(10,665,457	)	$	(155,684,682	)



Net increase in net assets	$	86,502,638		$	137,312,466





	Year Ended			Year Ended
Net Assets	October 31, 2010			October 31, 2009

At beginning of year	$	1,258,802,737		$	1,121,490,271


At end of year	$	1,345,305,375		$	1,258,802,737



Accumulated undistributed net investment income included in net assets

At end of year	$	5,427,149		$	6,325,457

See notes to financial statements

Eaton Vance Floating-Rate Advantage Fund as of October 31, 2010

FINANCIAL STATEMENTS CONT’D

Financial Highlights


	Advisers Class

	Year Ended October 31,
							Period Ended
	2010			2009			October 31, 2008⁽¹⁾

Net asset value — Beginning of period	$	9.910		$	7.620		$	10.000





Income (Loss) From Operations

Net investment income⁽²⁾	$	0.487		$	0.435		$	0.395
Net realized and unrealized gain (loss)		0.834			2.289			(2.405	)


Total income (loss) from operations	$	1.321		$	2.724		$	(2.010	)





Less Distributions

From net investment income	$	(0.541	)	$	(0.434	)	$	(0.330	)
From net realized gain		—			—			(0.040	)


Total distributions	$	(0.541	)	$	(0.434	)	$	(0.370	)



Redemption fees⁽²⁾	$	0.000	⁽³⁾	$	0.000	⁽³⁾	$	—



Net asset value — End of period	$	10.690		$	9.910		$	7.620



Total Return⁽⁴⁾		13.65	%		37.38	%		(20.84	)%⁽⁵⁾





Ratios/Supplemental Data

Net assets, end of period (000’s omitted)	$	40,841		$	34,173		$	27,960
Ratios (as a percentage of average daily net assets):
Expenses excluding interest and fees⁽⁶⁾⁽⁷⁾		1.18	%		1.29	%		1.17	%⁽⁸⁾
Interest and fee expense⁽⁶⁾		0.56	%		1.32	%		0.96	%⁽⁸⁾
Total expenses⁽⁶⁾		1.74	%		2.61	%		2.13	%⁽⁸⁾
Net investment income		4.69	%		5.36	%		6.25	%⁽⁸⁾
Portfolio Turnover of the Portfolio		37	%		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

Eaton Vance Floating-Rate Advantage Fund as of October 31, 2010

FINANCIAL STATEMENTS CONT’D

Financial Highlights


	Class A

	Year Ended October 31,
							Period Ended
	2010			2009			October 31, 2008⁽¹⁾

Net asset value — Beginning of period	$	9.910		$	7.610		$	10.000





Income (Loss) From Operations

Net investment income⁽²⁾	$	0.488		$	0.439		$	0.388
Net realized and unrealized gain (loss)		0.833			2.294			(2.408	)


Total income (loss) from operations	$	1.321		$	2.733		$	(2.020	)





Less Distributions

From net investment income	$	(0.541	)	$	(0.433	)	$	(0.330	)
Tax return of capital		—			—			(0.040	)


Total distributions	$	(0.541	)	$	(0.433	)	$	(0.370	)



Redemption fees⁽²⁾	$	0.000	⁽³⁾	$	0.000	⁽³⁾	$	—



Net asset value — End of period	$	10.690		$	9.910		$	7.610



Total Return⁽⁴⁾		13.64	%		37.56	%		(20.94	)%⁽⁵⁾





Ratios/Supplemental Data

Net assets, end of period (000’s omitted)	$	556,631		$	528,054		$	444,144
Ratios (as a percentage of average daily net assets):
Expenses excluding interest and fees⁽⁶⁾⁽⁷⁾		1.18	%		1.29	%		1.16	%⁽⁸⁾
Interest and fee expense⁽⁶⁾		0.56	%		1.32	%		0.97	%⁽⁸⁾
Total expenses⁽⁶⁾		1.74	%		2.61	%		2.13	%⁽⁸⁾
Net investment income		4.71	%		5.42	%		6.23	%⁽⁸⁾
Portfolio Turnover of the Portfolio		37	%		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

Eaton Vance Floating-Rate Advantage Fund as of October 31, 2010

FINANCIAL STATEMENTS CONT’D

Financial Highlights


	Class B⁽¹⁾

	Year Ended October 31,												Year Ended November 30,
										Period Ended
	2010			2009			2008			October 31, 2007⁽²⁾			2006			2005

Net asset value — Beginning of period	$	9.930		$	7.630		$	11.180		$	11.500		$	11.500		$	11.490





Income (Loss) From Operations

Net investment income⁽³⁾	$	0.452		$	0.426		$	0.662		$	0.670		$	0.667		$	0.481
Net realized and unrealized gain (loss)		0.834			2.279			(3.601	)		(0.307	)		0.008			0.014


Total income (loss) from operations	$	1.286		$	2.705		$	(2.939	)	$	0.363		$	0.675		$	0.495





Less Distributions

From net investment income	$	(0.506	)	$	(0.405	)	$	(0.545	)	$	(0.683	)	$	(0.675	)	$	(0.485	)
Tax return of capital		—			—			(0.066	)		—			—			—


Total distributions	$	(0.506	)	$	(0.405	)	$	(0.611	)	$	(0.683	)	$	(0.675	)	$	(0.485	)



Redemption fees⁽³⁾	$	0.000	⁽⁴⁾	$	0.000	⁽⁴⁾	$	—		$	—		$	—		$	—



Net asset value — End of period	$	10.710		$	9.930		$	7.630		$	11.180		$	11.500		$	11.500



Total Return⁽⁵⁾		13.23	%		36.99	%		(27.45	)%		3.23	%⁽⁶⁾		6.02	%		4.41	%





Ratios/Supplemental Data

Net assets, end of period (000’s omitted)	$	101,395		$	121,236		$	151,321		$	1,158,834		$	1,273,866		$	1,428,366
Ratios (as a percentage of average daily net assets):
Expenses excluding interest and fees⁽⁷⁾⁽⁸⁾		1.53	%		1.64	%		1.51	%		1.40	%⁽⁹⁾		1.32	%		1.33	%
Interest and fee expense⁽⁷⁾		0.56	%		1.32	%		1.02	%		0.70	%⁽⁹⁾		0.01	%		0.00	%⁽¹⁰⁾
Total expenses⁽⁷⁾		2.09	%		2.96	%		2.53	%		2.10	%⁽⁹⁾		1.33	%		1.33	%
Net investment income		4.36	%		5.34	%		6.37	%		6.39	%⁽⁹⁾		5.79	%		4.18	%
Portfolio Turnover of the Portfolio		37	%		32	%		7	%		55	%⁽⁶⁾		51	%		65	%


(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)		Not annualized.

(7)		Includes the Fund’s share of the Portfolios’ allocated expenses.

(8)		Excludes the effect of custody fee credits, if any, of less than 0.005%.

(9)		Annualized.

(10)		Represents less than 0.01%

See notes to financial statements

Eaton Vance Floating-Rate Advantage Fund as of October 31, 2010

FINANCIAL STATEMENTS CONT’D

Financial Highlights


	Class C

	Year Ended October 31,
							Period Ended
	2010			2009			October 31, 2008⁽¹⁾

Net asset value — Beginning of period	$	9.900		$	7.620		$	10.000





Income (Loss) From Operations

Net investment income⁽²⁾	$	0.435		$	0.399		$	0.362
Net realized and unrealized gain (loss)		0.840			2.280			(2.400	)


Total income (loss) from operations	$	1.275		$	2.679		$	(2.038	)





Less Distributions

From net investment income	$	(0.495	)	$	(0.399	)	$	(0.305	)
Tax return of capital		—			—			(0.037	)


Total distributions	$	(0.495	)	$	(0.399	)	$	(0.342	)



Redemption fees⁽²⁾	$	0.000	⁽³⁾	$	0.000	⁽³⁾	$	—



Net asset value — End of period	$	10.680		$	9.900		$	7.620



Total Return⁽⁴⁾		13.16	%		36.67	%		(21.06	)%⁽⁵⁾





Ratios/Supplemental Data

Net assets, end of period (000’s omitted)	$	583,683		$	550,652		$	484,551
Ratios (as a percentage of average daily net assets):
Expenses excluding interest and fees⁽⁶⁾⁽⁷⁾		1.68	%		1.79	%		1.68	%⁽⁸⁾
Interest and fee expense⁽⁶⁾		0.56	%		1.32	%		0.96	%⁽⁸⁾
Total expenses⁽⁶⁾		2.24	%		3.11	%		2.64	%⁽⁸⁾
Net investment income		4.21	%		4.95	%		5.74	%⁽⁸⁾
Portfolio Turnover of the Portfolio		37	%		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

Eaton Vance Floating-Rate Advantage Fund as of October 31, 2010

FINANCIAL STATEMENTS CONT’D

Financial Highlights


	Class I

	Year Ended October 31,
							Period Ended
	2010			2009			October 31, 2008⁽¹⁾

Net asset value — Beginning of period	$	9.910		$	7.620		$	10.000





Income (Loss) From Operations

Net investment income⁽²⁾	$	0.513		$	0.461		$	0.412
Net realized and unrealized gain (loss)		0.833			2.282			(2.407	)


Total income (loss) from operations	$	1.346		$	2.743		$	(1.995	)





Less Distributions

From net investment income	$	(0.566	)	$	(0.453	)	$	(0.344	)
Tax return of capital		—			—			(0.041	)


Total distributions	$	(0.566	)	$	(0.453	)	$	(0.385	)



Redemption fees⁽²⁾	$	0.000	⁽³⁾	$	0.000	⁽³⁾	$	—



Net asset value — End of period	$	10.690		$	9.910		$	7.620



Total Return⁽⁴⁾		13.91	%		37.70	%		(20.71	)%⁽⁵⁾





Ratios/Supplemental Data

Net assets, end of period (000’s omitted)	$	62,755		$	24,688		$	13,515
Ratios (as a percentage of average daily net assets):
Expenses excluding interest and fees⁽⁶⁾⁽⁷⁾		0.93	%		1.04	%		0.92	%⁽⁸⁾
Interest and fee expense⁽⁶⁾		0.56	%		1.32	%		0.96	%⁽⁸⁾
Total expenses⁽⁶⁾		1.49	%		2.36	%		1.88	%⁽⁸⁾
Net investment income		4.94	%		5.65	%		6.51	%⁽⁸⁾
Portfolio Turnover of the Portfolio		37	%		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

Eaton Vance Floating-Rate Advantage Fund as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS

1 Significant 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 Massachusetts business 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, 2010). 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 Investment 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.

At October 31, 2010, the Fund, for federal income tax purposes, had a capital loss carryforward of $305,569,032 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 ($86,475,719), October 31, 2012 ($774,702), October 31, 2013 ($704,819), October 31, 2015 ($14,497,995), October 31, 2016 ($124,652,882), October 31, 2017 ($50,458,629) and October 31, 2018 ($28,004,286).

As of October 31, 2010, 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, 2010 remains subject to examination by the Internal Revenue Service.

Eaton Vance Floating-Rate Advantage Fund as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS CONT’D

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

2 Distributions to Shareholders

The tax character of distributions declared for the years ended October 31, 2010 and October 31, 2009 was as follows:


	Year Ended October 31,
	2010		2009


Distributions declared from:
Ordinary income	$	65,234,401	$	56,102,196

During the year ended October 31, 2010, accumulated net realized loss was decreased by $159,620,154, distributions in excess of net investment income was decreased by $6,218,061 and paid-in capital was decreased by $165,838,215 due to expired capital loss carryforwards and differences between book and tax accounting, primarily for mixed straddles, defaulted bond interest, 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, 2010, the components of distributable earnings (accumulated losses) and unrealized appreciation (depreciation) on a tax basis were as follows:


Undistributed ordinary income	$	7,611,783
Capital loss carryforward	$	(305,569,032	)
Net unrealized depreciation	$	(29,987,848	)
Other temporary differences	$	(1,884,907	)

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.

3 Transactions 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, 2010, the administration fee amounted to $1,300,834. 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, 2010, EVM earned $59,279 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 $30,935 as its portion of the sales charge on sales of Class A shares for the year ended October 31, 2010. EVD also received

Eaton Vance Floating-Rate Advantage Fund as of October 31, 2010

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).

4 Distribution Plans

The Fund has in effect a distribution plan for the Advisers Class shares and Class A shares (Advisers/Class A Plan) pursuant to Rule 12b-1 under the 1940 Act. The Advisers/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 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, 2010 amounted to $94,589 for Advisers Class shares and $1,356,055 for Class A shares.

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, 2010 amounted to $223,174 and $848,179 for Class B and Class C shares, respectively.

5 Contingent 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. For the year ended October 31, 2010, the Fund was informed that EVD received approximately $8,000, $63,000 and $28,000 of CDSCs paid by Class A, Class B and Class C shareholders, respectively.

6 Investment Transactions

For the year ended October 31, 2010, increases and decreases in the Fund’s investment in the Portfolio aggregated $31,692,604 and $118,970,455, respectively.

7 Shares of Beneficial Interest


	Year Ended October 31,
Advisers Class	2010			2009

Sales		1,365,208			1,907,661
Issued to shareholders electing to receive payments of distributions in Fund shares		156,185			172,765
Redemptions		(1,149,338	)		(2,301,200	)


Net increase (decrease)		372,055			(220,774	)




	Year Ended October 31,
Class A	2010			2009

Sales		3,846,441			2,726,527
Issued to shareholders electing to receive payments of distributions in Fund shares		1,715,247			1,774,842
Redemptions		(8,063,481	)		(13,344,727	)
Exchange from Class B shares		1,279,858			3,802,947


Net decrease		(1,221,935	)		(5,040,411	)

Eaton Vance Floating-Rate Advantage Fund as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS CONT’D


	Year Ended October 31,
Class B	2010			2009

Sales		589,635			313,698
Issued to shareholders electing to receive payments of distributions in Fund shares		346,647			493,338
Redemptions		(2,404,614	)		(4,620,022	)
Exchange to Class A shares		(1,277,877	)		(3,813,237	)


Net decrease		(2,746,209	)		(7,626,223	)




	Year Ended October 31,
Class C	2010			2009

Sales		5,520,744			2,785,138
Issued to shareholders electing to receive payments of distributions in Fund shares		1,930,248			2,138,813
Redemptions		(8,387,937	)		(12,947,770	)


Net decrease		(936,945	)		(8,023,819	)




	Year Ended October 31,
Class I	2010			2009

Sales		4,661,270			823,912
Issued to shareholders electing to receive payments of distributions in Fund shares		101,769			44,200
Redemptions		(1,384,046	)		(151,250	)


Net increase		3,378,993			716,862

For the years ended October 31, 2010 and October 31, 2009, the Fund received $50,370 and $8,137, respectively, in redemption fees.

Eaton Vance Floating-Rate Advantage Fund as of October 31, 2010

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, 2010, 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, 2010, 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 21, 2010

Eaton Vance Floating-Rate Advantage Fund as of October 31, 2010

FEDERAL TAX INFORMATION (Unaudited)

Senior Debt Portfolio as of October 31, 2010

PORTFOLIO OF INVESTMENTS


Senior Floating-Rate Interests — 121.7%⁽¹⁾

Principal
Amount*
(000’s omitted)		Borrower/Tranche Description	Value



Aerospace and Defense — 2.6%

Booz Allen Hamilton, Inc.
	1,141	Term Loan, 6.00%, Maturing July 31, 2015	$	1,147,367
DAE Aviation Holdings, Inc.
	1,532	Term Loan, 4.04%, Maturing July 31, 2014		1,474,677
	1,582	Term Loan, 4.04%, Maturing July 31, 2014		1,522,915
Delos Aircraft, Inc.
	1,450	Term Loan, 7.00%, Maturing March 17, 2016		1,486,250
Doncasters (Dunde HoldCo 4 Ltd.)
	1,304	Term Loan, 4.26%, Maturing July 13, 2015		1,174,341
GBP	579	Term Loan, 4.57%, Maturing July 13, 2015		837,724
	1,304	Term Loan, 4.76%, Maturing July 13, 2015		1,174,341
GBP	579	Term Loan, 5.07%, Maturing July 13, 2015		837,724
DynCorp International, LLC
	2,075	Term Loan, 6.25%, Maturing July 5, 2016		2,090,226
Evergreen International Aviation
	3,117	Term Loan, 10.50%, Maturing October 31, 2011⁽²⁾		3,077,624
Hawker Beechcraft Acquisition
	5,368	Term Loan, 2.26%, Maturing March 26, 2014		4,510,359
	298	Term Loan, 2.29%, Maturing March 26, 2014		250,313
IAP Worldwide Services, Inc.
	548	Term Loan, 8.25%, Maturing December 30, 2012⁽²⁾		537,920
International Lease Finance Co.
	2,000	Term Loan, 6.75%, Maturing March 17, 2015		2,052,322
Spirit Aerosystems, Inc.
	2,627	Term Loan, 3.54%, Maturing September 30, 2016		2,624,302
TransDigm, Inc.
	4,000	Term Loan, 2.27%, Maturing June 23, 2013		3,961,000
Triumph Group, Inc.
	1,347	Term Loan, 4.50%, Maturing June 16, 2016		1,357,566
Wesco Aircraft Hardware Corp.
	1,775	Term Loan, 2.51%, Maturing September 30, 2013		1,762,800
	907	Term Loan - Second Lien, 6.01%, Maturing March 28, 2014		890,422
Wyle Laboratories, Inc.
	1,920	Term Loan, 7.75%, Maturing March 25, 2016		1,927,384


			$	34,697,577




Air Transport — 0.1%

Delta Air Lines, Inc.
	1,401	Term Loan - Second Lien, 3.54%, Maturing April 30, 2014	$	1,359,646


			$	1,359,646



Automotive — 5.3%

Adesa, Inc.
	7,880	Term Loan, 3.01%, Maturing October 18, 2013	$	7,703,058
Allison Transmission, Inc.
	5,790	Term Loan, 3.03%, Maturing August 7, 2014		5,569,216
Autotrader.com, Inc.
	2,575	Term Loan, 6.00%, Maturing June 14, 2016		2,586,266
Dayco Products, LLC
	314	Term Loan, 10.00%, Maturing November 12, 2012		314,792
	629	Term Loan, 10.00%, Maturing November 12, 2012		629,584
	1,084	Term Loan, 10.50%, Maturing May 13, 2014		1,081,115
	171	Term Loan, 12.50%, Maturing November 13, 2014⁽²⁾		167,176
Federal-Mogul Corp.
	9,079	Term Loan, 2.20%, Maturing December 29, 2014		8,081,931
	5,557	Term Loan, 2.20%, Maturing December 28, 2015		4,946,647
Financiere Truck (Investissement)
EUR	684	Term Loan, 3.29%, Maturing February 15, 2012		858,023
GBP	961	Term Loan, 1.53%, Maturing February 15, 2015⁽³⁾		1,388,863
Ford Motor Co.
	2,481	Term Loan, 3.03%, Maturing December 16, 2013		2,452,902
	7,710	Term Loan, 3.04%, Maturing December 16, 2013		7,644,961
Goodyear Tire & Rubber Co.
	13,299	Term Loan - Second Lien, 2.21%, Maturing April 30, 2014		12,828,272
HHI Holdings, LLC
	975	Term Loan, 9.75%, Maturing March 30, 2015		989,625
Keystone Automotive Operations, Inc.
	4,404	Term Loan, 3.79%, Maturing January 12, 2012		3,743,047
Metaldyne Co. LLC
	2,000	Term Loan, 7.75%, Maturing October 28, 2016		2,017,500
Tenneco Automotive, Inc.
	3,125	Term Loan, 5.26%, Maturing March 17, 2014		3,145,469
TI Automotive, Ltd.
	1,000	Term Loan, 9.50%, Maturing July 1, 2016		1,012,500
TriMas Corp.
	250	Term Loan, 6.00%, Maturing August 2, 2011		250,625
	1,560	Term Loan, 6.00%, Maturing December 15, 2015		1,563,900
United Components, Inc.
	2,525	Term Loan, 6.25%, Maturing March 23, 2017		2,551,513


			$	71,526,985




Beverage and Tobacco — 0.3%

Culligan International Co.
EUR	1,400	Term Loan - Second Lien, 5.38%, Maturing April 1, 2013	$	1,057,072
Maine Beverage Co., LLC
	911	Term Loan, 2.04%, Maturing March 31, 2013		876,562

See notes to financial statements

Senior Debt Portfolio as of October 31, 2010

PORTFOLIO OF INVESTMENTS CONT’D


Principal
Amount*
(000’s omitted)		Borrower/Tranche Description	Value


Beverage and Tobacco (continued)


Van Houtte, Inc.
	224	Term Loan, 2.79%, Maturing July 19, 2014	$	222,594
	1,646	Term Loan, 2.79%, Maturing July 19, 2014		1,632,353


			$	3,788,581




Building and Development — 2.5%

401 North Wabash Venture, LLC
	5,460	Term Loan, 6.80%, Maturing July 27, 2012	$	4,204,148
Beacon Sales Acquisition, Inc.
	1,841	Term Loan, 2.28%, Maturing September 30, 2013		1,753,287
Brickman Group Holdings, Inc.
	2,600	Term Loan, 7.25%, Maturing October 14, 2016		2,630,878
Forestar USA Real Estate Group, Inc.
	666	Revolving Loan, 1.18%, Maturing December 1, 2010⁽³⁾		626,180
	6,106	Term Loan, 6.50%, Maturing December 1, 2010		5,984,008
Lafarge Roofing
	1,111	Term Loan, 3.25%, Maturing March 16, 2015⁽²⁾		839,149
EUR	372	Term Loan, 5.00%, Maturing April 16, 2015⁽²⁾		423,179
Materis
EUR	802	Term Loan, 3.71%, Maturing April 27, 2014		939,750
EUR	872	Term Loan, 3.77%, Maturing April 27, 2015		1,021,298
NCI Building Systems, Inc.
	1,015	Term Loan, 8.00%, Maturing April 18, 2014		978,777
Panolam Industries Holdings, Inc.
	3,458	Term Loan, 8.25%, Maturing December 31, 2013		3,192,935
RE/MAX International, Inc.
	4,428	Term Loan, 5.50%, Maturing April 15, 2016		4,441,587
Realogy Corp.
	208	Term Loan, 3.26%, Maturing October 10, 2013		189,849
	2,543	Term Loan, 3.26%, Maturing October 10, 2013		2,316,504
South Edge, LLC
	4,475	Term Loan, 0.00%, Maturing October 31, 2009⁽⁴⁾		2,125,625
WCI Communities, Inc.
	671	Term Loan, 11.00%, Maturing September 3, 2014		668,983
	1,407	Term Loan, 10.00%, Maturing September 2, 2016⁽²⁾		1,360,046


			$	33,696,183




Business Equipment and Services — 9.7%

Activant Solutions, Inc.
	1,969	Term Loan, 2.31%, Maturing May 2, 2013	$	1,903,643
Advantage Sales & Marketing, Inc.
	3,806	Term Loan, 5.00%, Maturing May 5, 2016		3,804,924
	3,000	Term Loan - Second Lien, 8.50%, Maturing May 5, 2017		3,007,500
Affinion Group, Inc.
	8,706	Term Loan, 5.00%, Maturing October 10, 2016		8,608,305
Allied Barton Security Services
	1,408	Term Loan, 7.75%, Maturing February 18, 2015		1,415,047
Dealer Computer Services, Inc.
	3,954	Term Loan, 5.25%, Maturing April 21, 2017		3,958,859
Education Management, LLC
	6,583	Term Loan, 2.06%, Maturing June 3, 2013		6,132,397
Fifth Third Processing Solution
	1,925	Term Loan, Maturing November 1, 2016⁽⁵⁾		1,905,750
First American Corp.
	2,170	Term Loan, 4.75%, Maturing April 12, 2016		2,184,478
Infogroup, Inc.
	1,696	Term Loan, 6.25%, Maturing July 1, 2016		1,707,056
iPayment, Inc.
	3,309	Term Loan, 2.28%, Maturing May 10, 2013		3,134,826
Kronos, Inc.
	2,461	Term Loan, 2.04%, Maturing June 11, 2014		2,411,922
Language Line, Inc.
	4,690	Term Loan, 5.50%, Maturing November 4, 2015		4,651,460
Mitchell International, Inc.
	1,000	Term Loan - Second Lien, 5.56%, Maturing March 30, 2015		876,250
NE Customer Service
	3,948	Term Loan, 6.00%, Maturing March 23, 2016		3,924,774
Protection One Alarm Monitor, Inc.
	4,065	Term Loan, 6.00%, Maturing May 16, 2016		4,074,975
Quantum Corp.
	588	Term Loan, 3.77%, Maturing July 14, 2014		557,369
Quintiles Transnational Corp.
	4,548	Term Loan, 2.29%, Maturing March 29, 2013		4,502,493
Sabre, Inc.
	12,767	Term Loan, 2.27%, Maturing September 30, 2014		12,153,229
Safenet, Inc.
	2,977	Term Loan, 2.76%, Maturing April 12, 2014		2,859,707
Serena Software, Inc.
	2,708	Term Loan, 2.29%, Maturing March 10, 2013		2,640,027
Sitel (Client Logic)
	3,293	Term Loan, 5.79%, Maturing January 30, 2014		3,017,069
Solera Holdings, LLC
	2,555	Term Loan, 2.06%, Maturing May 16, 2014		2,489,176

See notes to financial statements

Senior Debt Portfolio as of October 31, 2010

PORTFOLIO OF INVESTMENTS CONT’D


Principal
Amount*
(000’s omitted)		Borrower/Tranche Description	Value


Business Equipment and Services (continued)


SunGard Data Systems, Inc.
	607	Term Loan, 2.01%, Maturing February 28, 2014	$	592,025
	1,666	Term Loan, 6.75%, Maturing February 28, 2014		1,675,966
	17,161	Term Loan, 4.03%, Maturing February 26, 2016		16,987,123
Trans Union, LLC
	4,464	Term Loan, 6.75%, Maturing June 15, 2017		4,548,906
Transaction Network Service, Inc.
	954	Term Loan, 6.00%, Maturing November 18, 2015		960,404
Travelport, LLC
	2,741	Term Loan, 4.79%, Maturing August 21, 2015		2,710,731
	3,870	Term Loan, 4.96%, Maturing August 21, 2015		3,829,899
	7,073	Term Loan, 4.96%, Maturing August 21, 2015		6,994,912
EUR	1,053	Term Loan, 5.33%, Maturing August 21, 2015		1,443,946
Valassis Communications, Inc.
	1,302	Term Loan, 2.54%, Maturing March 2, 2014		1,294,480
West Corp.
	752	Term Loan, 2.63%, Maturing October 24, 2013		739,270
	1,848	Term Loan, 4.51%, Maturing July 15, 2016		1,844,124
	5,246	Term Loan, 4.51%, Maturing July 15, 2016		5,228,329


			$	130,771,351




Cable and Satellite Television — 10.0%

Atlantic Broadband Finance, LLC
	190	Term Loan, 2.54%, Maturing September 1, 2011	$	189,488
	5,121	Term Loan, 6.75%, Maturing May 31, 2013		5,150,918
Bresnan Broadband Holdings, LLC
	1,425	Term Loan, 2.26%, Maturing June 30, 2013		1,419,282
	2,955	Term Loan, 2.26%, Maturing March 29, 2014		2,942,533
Cequel Communications, LLC
	12,914	Term Loan, 2.26%, Maturing November 5, 2013		12,762,963
Charter Communications Operating, LLC
	16,344	Term Loan, 2.26%, Maturing March 6, 2014		16,062,668
	2,500	Term Loan, Maturing September 6, 2016⁽⁵⁾		2,462,500
CSC Holdings, Inc.
	9,170	Term Loan, 2.01%, Maturing March 29, 2016		9,008,172
Foxco Acquisition Sub., LLC
	2,270	Term Loan, 7.50%, Maturing July 14, 2015		2,253,145
Insight Midwest Holdings, LLC
	7,206	Term Loan, 2.02%, Maturing April 7, 2014		6,973,012
Kabel Deutschland GmbH
EUR	2,000	Term Loan, 4.10%, Maturing March 31, 2014		2,772,583
MCC Iowa, LLC
	1,891	Term Loan, 2.00%, Maturing January 31, 2015		1,811,070
Mediacom Broadband, LLC
	3,367	Term Loan, 4.50%, Maturing October 23, 2017		3,338,509
Mediacom Illinois, LLC
	5,800	Term Loan, 2.00%, Maturing January 31, 2015		5,506,703
Mediacom, LLC
	2,920	Term Loan, 4.50%, Maturing October 23, 2017		2,876,385
Midcontinent Communications
	1,000	Term Loan, 6.25%, Maturing December 31, 2016		1,005,000
ProSiebenSat.1 Media AG
EUR	1,680	Term Loan, 2.39%, Maturing July 2, 2014		2,137,940
EUR	2,900	Term Loan, 2.39%, Maturing July 2, 2014		3,691,414
EUR	1,072	Term Loan, 3.52%, Maturing March 6, 2015		1,199,552
EUR	6,272	Term Loan, 2.77%, Maturing June 26, 2015		8,042,045
EUR	263	Term Loan, 2.77%, Maturing July 3, 2015		337,190
EUR	1,072	Term Loan, 3.77%, Maturing March 4, 2016		1,199,552
San Juan Cable, LLC
	953	Term Loan, 2.05%, Maturing October 31, 2012		928,136
UPC Broadband Holding B.V.
	1,864	Term Loan, 4.25%, Maturing December 30, 2016		1,824,511
EUR	9,221	Term Loan, 4.37%, Maturing December 31, 2016		12,166,323
	1,593	Term Loan, 4.25%, Maturing December 29, 2017		1,552,465
EUR	5,930	Term Loan, 4.62%, Maturing December 31, 2017		7,839,909
Virgin Media Investment Holding
GBP	2,000	Term Loan, 4.53%, Maturing June 30, 2015		3,194,287
GBP	3,500	Term Loan, 4.78%, Maturing December 31, 2015		5,591,286
YPSO Holding SA
EUR	967	Term Loan, 4.60%, Maturing June 16, 2014⁽²⁾		1,089,411
EUR	1,578	Term Loan, 4.60%, Maturing June 16, 2014⁽²⁾		1,777,460
EUR	3,507	Term Loan, 4.60%, Maturing June 16, 2014⁽²⁾		3,949,007
EUR	1,000	Term Loan, Maturing December 31, 2015⁽⁵⁾		1,125,144


			$	134,180,563




Chemicals and Plastics — 7.5%

Arizona Chemical, Inc.
	833	Term Loan, 2.30%, Maturing February 28, 2013	$	832,138
Brenntag Holding GmbH and Co. KG
	3,537	Term Loan, 4.02%, Maturing January 20, 2014		3,563,290
	521	Term Loan, 4.03%, Maturing January 20, 2014		525,234
EUR	2,071	Term Loan, 4.55%, Maturing January 20, 2014		2,886,058
EUR	377	Term Loan, 5.08%, Maturing January 19, 2015		525,351
EUR	486	Term Loan, 5.15%, Maturing January 19, 2015		677,176
	1,000	Term Loan - Second Lien, 6.45%, Maturing July 17, 2015		1,007,500
British Vita UK, Ltd.
EUR	1,005	Term Loan, 6.19%, Maturing June 30, 2014⁽²⁾		1,391,113

See notes to financial statements

Senior Debt Portfolio as of October 31, 2010

PORTFOLIO OF INVESTMENTS CONT’D


Principal
Amount*
(000’s omitted)		Borrower/Tranche Description	Value


Chemicals and Plastics (continued)


Celanese Holdings, LLC
	2,500	Term Loan, 1.76%, Maturing April 2, 2014	$	2,470,312
	1,174	Term Loan, 1.79%, Maturing April 2, 2014		1,162,846
	2,392	Term Loan, 3.29%, Maturing October 31, 2016		2,406,198
Chemtura Corp.
	1,600	DIP Loan, 6.00%, Maturing February 11, 2011		1,604,000
	1,600	Term Loan, 5.50%, Maturing August 27, 2016		1,614,333
Cognis GmbH
EUR	615	Term Loan, 2.88%, Maturing September 16, 2013		849,044
EUR	2,510	Term Loan, 2.88%, Maturing September 16, 2013		3,466,932
Columbian Chemicals Acquisition
	423	Term Loan, 6.31%, Maturing March 16, 2013		418,724
Hexion Specialty Chemicals, Inc.
	1,359	Term Loan, 4.06%, Maturing May 5, 2015		1,328,036
	3,052	Term Loan, 4.06%, Maturing May 5, 2015		2,983,474
	3,870	Term Loan, 4.06%, Maturing May 5, 2015		3,763,575
EUR	729	Term Loan, 4.63%, Maturing May 5, 2015		948,858
Huntsman International, LLC
	4,836	Term Loan, 1.78%, Maturing April 21, 2014		4,727,869
INEOS Group
	298	Term Loan, 7.00%, Maturing December 14, 2012		306,360
EUR	2,954	Term Loan, 7.50%, Maturing December 16, 2013		4,176,612
	3,496	Term Loan, 7.50%, Maturing December 16, 2013		3,580,440
EUR	2,954	Term Loan, 8.00%, Maturing December 16, 2014		4,176,612
	3,488	Term Loan, 8.00%, Maturing December 16, 2014		3,572,497
EUR	1,000	Term Loan, 9.00%, Maturing December 16, 2015		1,398,411
ISP Chemco, Inc.
	6,567	Term Loan, 1.81%, Maturing June 4, 2014		6,425,233
Kraton Polymers, LLC
	3,722	Term Loan, 2.31%, Maturing May 13, 2013		3,646,231
Lyondell Chemical Co.
	1,546	Term Loan, 5.50%, Maturing April 8, 2016		1,561,104
MacDermid, Inc.
EUR	1,027	Term Loan, 3.05%, Maturing April 11, 2014		1,332,454
Millenium Inorganic Chemicals
	3,887	Term Loan, 2.54%, Maturing May 15, 2014		3,734,007
Momentive Performance Material
	4,666	Term Loan, 2.56%, Maturing December 4, 2013		4,556,315
Nalco Co.
	3,075	Term Loan, 4.50%, Maturing October 5, 2017		3,114,400
Omnova Solutions, Inc.
	1,175	Term Loan, Maturing April 12, 2017⁽⁵⁾		1,181,609
Rockwood Specialties Group, Inc.
	6,463	Term Loan, 6.00%, Maturing May 15, 2014		6,479,343
Schoeller Arca Systems Holding
EUR	289	Term Loan, 5.24%, Maturing November 16, 2015		273,559
EUR	824	Term Loan, 5.24%, Maturing November 16, 2015		779,968
EUR	887	Term Loan, 5.24%, Maturing November 16, 2015		839,321
Solutia, Inc.
	1,750	Revolving Loan, 0.95%, Maturing March 12, 2015⁽³⁾		1,627,500
	5,992	Term Loan, 4.75%, Maturing March 17, 2017		6,043,989
Styron S.A.R.L.
	3,629	Term Loan, 7.50%, Maturing June 17, 2016		3,695,975


			$	101,654,001




Clothing / Textiles — 0.4%

Hanesbrands, Inc.
	2,349	Term Loan, 5.25%, Maturing December 10, 2015	$	2,379,828
Phillips Van Heusen Corp.
	2,437	Term Loan, 4.75%, Maturing May 6, 2016		2,461,677


			$	4,841,505




Conglomerates — 2.9%

Aquilex Holdings, LLC
	995	Term Loan, 5.50%, Maturing April 1, 2016	$	986,294
Gentek
	1,325	Term Loan, 6.75%, Maturing October 6, 2015		1,339,906
Goodman Global Holdings, Inc.
	3,950	Term Loan, Maturing October 28, 2016⁽⁵⁾		4,008,756
Jarden Corp.
	639	Term Loan, 2.04%, Maturing January 24, 2012		641,095
	2,710	Term Loan, 2.04%, Maturing January 24, 2012		2,716,681
	981	Term Loan, 2.79%, Maturing January 24, 2012		978,796
Johnson Diversey, Inc.
	1,833	Term Loan, 5.50%, Maturing November 24, 2015		1,851,198
Manitowoc Company, Inc. (The)
	2,437	Term Loan, 8.00%, Maturing November 6, 2014		2,446,488
Polymer Group, Inc.
	5,338	Term Loan, 7.00%, Maturing November 24, 2014		5,344,253
RBS Global, Inc.
	1,057	Term Loan, 2.56%, Maturing July 19, 2013		1,021,619
	4,878	Term Loan, 2.81%, Maturing July 19, 2013		4,749,825
RGIS Holdings, LLC
	5,049	Term Loan, 2.78%, Maturing April 30, 2014		4,670,759
	252	Term Loan, 2.79%, Maturing April 30, 2014		233,538
Service Master Co.
	362	Term Loan, Maturing July 24, 2014⁽⁵⁾		344,536
	3,638	Term Loan, Maturing July 24, 2014⁽⁵⁾		3,459,716

See notes to financial statements

Senior Debt Portfolio as of October 31, 2010

PORTFOLIO OF INVESTMENTS CONT’D


Principal
Amount*
(000’s omitted)		Borrower/Tranche Description	Value


Conglomerates (continued)


US Investigations Services, Inc.
	1,940	Term Loan, 3.29%, Maturing February 21, 2015	$	1,816,184
	1,796	Term Loan, 7.75%, Maturing February 21, 2015		1,804,477
Vertrue, Inc.
	978	Term Loan, 3.29%, Maturing August 16, 2014		880,527


			$	39,294,648




Containers and Glass Products — 3.9%

Berry Plastics Corp.
	6,026	Term Loan, 2.38%, Maturing April 3, 2015	$	5,690,373
BWAY Corp.
	1,847	Term Loan, 5.52%, Maturing June 16, 2017		1,854,880
	173	Term Loan, 5.56%, Maturing June 16, 2017		173,895
Consolidated Container Co.
	828	Term Loan, 2.50%, Maturing March 28, 2014		783,951
	1,500	Term Loan - Second Lien, 5.75%, Maturing September 28, 2014		1,329,375
Crown Americas, Inc.
	567	Term Loan, 2.01%, Maturing November 15, 2012		564,011
EUR	388	Term Loan, 2.52%, Maturing November 15, 2012		531,334
Graham Packaging Holdings Co.
	6,854	Term Loan, 6.75%, Maturing April 5, 2014		6,923,530
	3,500	Term Loan, 6.00%, Maturing September 23, 2016		3,540,470
Graphic Packaging International, Inc.
	5,379	Term Loan, 2.29%, Maturing May 16, 2014		5,286,873
	1,723	Term Loan, 3.04%, Maturing May 16, 2014		1,712,099
JSG Acquisitions
EUR	1,528	Term Loan, 4.24%, Maturing December 31, 2014		2,116,107
EUR	1,511	Term Loan, 4.43%, Maturing December 31, 2014		2,091,913
OI European Group B.V.
EUR	3,790	Term Loan, 2.24%, Maturing June 14, 2013		5,125,468
Reynolds Group Holdings, Inc.
	2,600	Term Loan, 2.38%, Maturing May 5, 2016⁽³⁾		2,623,096
	4,112	Term Loan, 6.25%, Maturing May 5, 2016		4,142,544
	2,271	Term Loan, 6.75%, Maturing May 5, 2016		2,293,345
Smurfit-Stone Container Corp.
	5,611	Term Loan, 6.75%, Maturing February 22, 2016		5,672,658


			$	52,455,922




Cosmetics / Toiletries — 0.8%

Alliance Boots Holdings, Ltd.
GBP	1,000	Term Loan, 3.56%, Maturing July 5, 2015	$	1,449,927
EUR	2,000	Term Loan, 3.80%, Maturing July 5, 2015		2,594,839
American Safety Razor Co.
	1,000	Term Loan - Second Lien, 0.00%, Maturing January 30, 2014⁽⁶⁾		197,500
Bausch & Lomb, Inc.
	604	Term Loan, 3.51%, Maturing April 24, 2015		590,063
	2,490	Term Loan, 3.53%, Maturing April 24, 2015		2,433,230
Prestige Brands, Inc.
	3,902	Term Loan, 5.50%, Maturing March 24, 2016		3,933,368


			$	11,198,927




Drugs — 1.0%

Graceway Pharmaceuticals, LLC
	4,485	Term Loan, 5.01%, Maturing May 3, 2012	$	2,743,295
	1,000	Term Loan - Second Lien, 0.00%, Maturing May 3, 2013⁽⁶⁾		128,750
Pharmaceutical Holdings Corp.
	439	Term Loan, 4.54%, Maturing January 30, 2012		434,360
Valeant Pharmaceuticals
	1,725	Term Loan, 4.55%, Maturing September 27, 2016⁽³⁾		1,744,299
Warner Chilcott Corp.
	1,616	Term Loan, 6.00%, Maturing October 30, 2014		1,616,828
	780	Term Loan, 6.25%, Maturing April 30, 2015		784,698
	1,290	Term Loan, 6.25%, Maturing April 30, 2015		1,297,141
	1,299	Term Loan, 6.25%, Maturing April 30, 2015		1,306,664
	980	Term Loan, 6.50%, Maturing February 22, 2016		987,308
	3,020	Term Loan, 6.50%, Maturing February 22, 2016		3,045,749


			$	14,089,092




Ecological Services and Equipment — 1.2%

Environmental Systems Products Holdings, Inc.
	179	Term Loan - Second Lien, 13.50%, Maturing September 12, 2014	$	156,182
Kemble Water Structure, Ltd.
GBP	8,500	Term Loan - Second Lien, 5.03%, Maturing October 13, 2013		13,075,184
Sensus Metering Systems, Inc.
	2,967	Term Loan, 7.00%, Maturing June 3, 2013		2,985,194


			$	16,216,560




Electronics / Electrical — 4.0%

Aspect Software, Inc.
	3,657	Term Loan, 6.25%, Maturing April 19, 2016	$	3,653,579
Christie/Aix, Inc.
	1,671	Term Loan, 5.25%, Maturing April 29, 2016		1,663,098

See notes to financial statements

Senior Debt Portfolio as of October 31, 2010

PORTFOLIO OF INVESTMENTS CONT’D


Principal
Amount*
(000’s omitted)		Borrower/Tranche Description	Value


Electronics / Electrical (continued)


FCI International S.A.S.
	497	Term Loan, 3.66%, Maturing November 1, 2013	$	478,561
	516	Term Loan, 3.66%, Maturing November 1, 2013		497,091
	497	Term Loan, 3.66%, Maturing October 31, 2014		478,561
	516	Term Loan, 3.66%, Maturing October 31, 2014		497,091
Freescale Semiconductor, Inc.
	5,920	Term Loan, 4.51%, Maturing December 1, 2016		5,584,419
Infor Enterprise Solutions Holdings
	500	Term Loan, 5.76%, Maturing March 2, 2014		322,500
EUR	1,925	Term Loan, 5.80%, Maturing July 28, 2015		2,431,388
	4,065	Term Loan, 6.01%, Maturing July 28, 2015		3,765,127
	7,791	Term Loan, 6.01%, Maturing July 28, 2015		7,250,579
Network Solutions, LLC
	1,650	Term Loan, 2.52%, Maturing March 7, 2014		1,562,936
Open Solutions, Inc.
	5,381	Term Loan, 2.42%, Maturing January 23, 2014		4,579,106
Sensata Technologies Finance Co.
	7,519	Term Loan, 2.04%, Maturing April 26, 2013		7,342,689
Shield Finance Co. S.A.R.L.
	2,010	Term Loan, 7.75%, Maturing June 15, 2016		2,009,812
Spansion, LLC
	1,990	Term Loan, 7.50%, Maturing January 8, 2015		2,011,558
Spectrum Brands, Inc.
	7,525	Term Loan, 8.00%, Maturing June 16, 2016		7,687,261
VeriFone, Inc.
	221	Term Loan, 3.01%, Maturing October 31, 2013		220,144
Vertafore, Inc.
	2,170	Term Loan, 6.75%, Maturing July 29, 2016		2,180,953


			$	54,216,453




Equipment Leasing — 0.4%

Hertz Corp.
	4,235	Term Loan, 2.01%, Maturing December 21, 2012	$	4,203,878
	785	Term Loan, 2.09%, Maturing December 21, 2012		779,415


			$	4,983,293




Farming / Agriculture — 0.3%

CF Industries, Inc.
	2,525	Term Loan, 4.50%, Maturing April 6, 2015	$	2,548,823
WM. Bolthouse Farms, Inc.
	1,692	Term Loan, 5.50%, Maturing February 11, 2016		1,694,037


			$	4,242,860



Financial Intermediaries — 3.8%

Citco III, Ltd.
	5,021	Term Loan, 4.75%, Maturing May 30, 2014	$	4,832,240
E.A. Viner International Co.
	92	Term Loan, 4.79%, Maturing July 31, 2013		89,253
Fidelity National Information Services, Inc.
	5,700	Term Loan, 5.25%, Maturing July 18, 2016		5,770,213
First Data Corp.
	951	Term Loan, 3.01%, Maturing September 24, 2014		856,486
	951	Term Loan, 3.01%, Maturing September 24, 2014		856,378
	3,808	Term Loan, 3.01%, Maturing September 24, 2014		3,429,893
Grosvenor Capital Management
	1,353	Term Loan, 4.31%, Maturing December 5, 2016		1,336,311
Interactive Data Corp.
	3,392	Term Loan, 6.75%, Maturing January 27, 2017		3,453,310
Jupiter Asset Management Group
GBP	1,030	Term Loan, 4.70%, Maturing March 17, 2015		1,578,758
LPL Holdings, Inc.
	2,770	Term Loan, 2.04%, Maturing June 28, 2013		2,757,525
	8,720	Term Loan, 4.25%, Maturing June 25, 2015		8,692,616
	5,050	Term Loan, 5.25%, Maturing June 28, 2017		5,040,157
MSCI, Inc.
	7,631	Term Loan, 4.75%, Maturing June 1, 2016		7,686,916
Nuveen Investments, Inc.
	3,262	Term Loan, 3.29%, Maturing November 13, 2014		3,064,159
Oxford Acquisition III, Ltd.
	1,234	Term Loan, 2.04%, Maturing May 12, 2014		1,132,846
RJO Holdings Corp. (RJ O’Brien)
	1,474	Term Loan, 5.26%, Maturing July 12, 2014⁽²⁾		980,471


			$	51,557,532




Food Products — 2.6%

American Seafoods Group, LLC
	1,646	Term Loan, 5.50%, Maturing May 7, 2015	$	1,647,407
B&G Foods, Inc.
	187	Term Loan, 2.30%, Maturing February 26, 2013		185,944
BL Marketing, Ltd.
GBP	1,500	Term Loan, 2.79%, Maturing December 31, 2013		2,288,157
Dole Foods Company, Inc.
	8,906	Term Loan, 1.79%, Maturing April 2, 2014		8,669,319
	2,442	Term Loan, 5.04%, Maturing March 2, 2017		2,460,129
	983	Term Loan, 5.06%, Maturing March 2, 2017		990,490
Michael Foods Holdings, Inc.
	1,696	Term Loan, 6.25%, Maturing June 29, 2016		1,721,186
Pierre Foods, Inc.
	2,725	Term Loan, 7.00%, Maturing September 30, 2016		2,701,156

See notes to financial statements

Senior Debt Portfolio as of October 31, 2010

PORTFOLIO OF INVESTMENTS CONT’D


Principal
Amount*
(000’s omitted)		Borrower/Tranche Description	Value


Food Products (continued)


Pinnacle Foods Finance, LLC
	3,000	Revolving Loan, 0.87%, Maturing April 2, 2013⁽³⁾	$	2,730,000
	10,268	Term Loan, 2.76%, Maturing April 2, 2014		10,017,777
	2,244	Term Loan, 6.00%, Maturing April 2, 2014		2,272,430


			$	35,683,995




Food Service — 4.5%

AFC Enterprises, Inc.
	626	Term Loan, 7.00%, Maturing May 11, 2013	$	627,876
Aramark Corp.
	5,581	Term Loan, 2.16%, Maturing January 27, 2014		5,440,290
	441	Term Loan, 2.28%, Maturing January 27, 2014		430,248
	795	Term Loan, 3.51%, Maturing July 26, 2016		790,585
	12,089	Term Loan, 3.54%, Maturing July 26, 2016		12,021,365
Buffets, Inc.
	2,929	Term Loan, 12.00%, Maturing April 21, 2015⁽²⁾		2,749,802
	337	Term Loan, 7.39%, Maturing April 22, 2015⁽²⁾		261,410
Burger King Corp.
	6,225	Term Loan, 6.25%, Maturing October 19, 2016		6,289,584
CBRL Group, Inc.
	3,371	Term Loan, 1.96%, Maturing April 29, 2013		3,339,332
	2,152	Term Loan, 2.96%, Maturing April 27, 2016		2,135,517
Denny’ s, Inc.
	1,650	Term Loan, 6.50%, Maturing September 20, 2016		1,655,156
DineEquity, Inc.
	4,300	Term Loan, 6.00%, Maturing October 19, 2017		4,350,168
JRD Holdings, Inc.
	2,002	Term Loan, 2.51%, Maturing July 2, 2014		1,952,133
NPC International, Inc.
	1,620	Term Loan, 2.03%, Maturing May 3, 2013		1,563,255
OSI Restaurant Partners, LLC
	595	Term Loan, 3.90%, Maturing June 14, 2013		560,115
	6,408	Term Loan, 2.63%, Maturing June 14, 2014		6,037,317
QCE Finance, LLC
	3,858	Term Loan, 5.06%, Maturing May 5, 2013		3,340,438
Sagittarius Restaurants, LLC
	1,362	Term Loan, 7.50%, Maturing May 18, 2015		1,362,961
Selecta
GBP	2,500	Term Loan, 3.99%, Maturing June 28, 2015		3,451,732
Wendy’s/Arby’s Restaurants, LLC
	2,045	Term Loan, 5.00%, Maturing May 24, 2017		2,058,721


			$	60,418,005



Food / Drug Retailers — 3.4%

General Nutrition Centers, Inc.
	8,135	Term Loan, 2.53%, Maturing September 16, 2013	$	7,951,642
NBTY, Inc.
	4,600	Term Loan, 6.25%, Maturing October 2, 2017		4,666,107
Pantry, Inc. (The)
	730	Term Loan, 2.01%, Maturing May 15, 2014		700,500
	2,534	Term Loan, 2.01%, Maturing May 15, 2014		2,432,890
Rite Aid Corp.
	16,931	Term Loan, 2.01%, Maturing June 4, 2014		15,282,909
	2,426	Term Loan, 6.00%, Maturing June 4, 2014		2,408,825
Roundy’s Supermarkets, Inc.
	10,658	Term Loan, 7.00%, Maturing November 3, 2013		10,704,568
	1,500	Term Loan - Second Lien, 10.00%, Maturing April 18, 2016		1,532,813


			$	45,680,254




Forest Products — 1.5%

Georgia-Pacific Corp.
	9,660	Term Loan, 2.29%, Maturing December 20, 2012	$	9,661,672
	7,426	Term Loan, 2.29%, Maturing December 21, 2012		7,426,827
	3,170	Term Loan, 3.54%, Maturing December 23, 2014		3,180,773


			$	20,269,272




Health Care — 14.1%

Alliance Healthcare Services
	3,796	Term Loan, 5.50%, Maturing June 1, 2016	$	3,771,401
American Medical Systems
	118	Term Loan, 2.56%, Maturing July 20, 2012		114,784
AMR Holdco, Inc.
	988	Term Loan, 3.26%, Maturing April 8, 2015		988,734
Ardent Medical Services, Inc.
	2,687	Term Loan, 6.50%, Maturing September 15, 2015		2,669,709
Aveta Holdings LLC
	1,420	Term Loan, 8.00%, Maturing April 14, 2015		1,388,632
	1,420	Term Loan, 8.00%, Maturing April 14, 2015		1,388,632
Biomet, Inc.
	10,285	Term Loan, 3.28%, Maturing March 25, 2015		10,154,797
EUR	1,038	Term Loan, 3.81%, Maturing March 25, 2015		1,407,134
Cardinal Health 409, Inc.
	5,878	Term Loan, 2.51%, Maturing April 10, 2014		5,523,686
Carestream Health, Inc.
	6,105	Term Loan, 2.26%, Maturing April 30, 2013		5,979,715
Carl Zeiss Vision Holding GmbH
	3,331	Term Loan, 1.83%, Maturing October 24, 2014		2,906,123
	370	Term Loan, 4.00%, Maturing September 30, 2019		269,702

See notes to financial statements

Senior Debt Portfolio as of October 31, 2010

PORTFOLIO OF INVESTMENTS CONT’D


Principal
Amount*
(000’s omitted)		Borrower/Tranche Description	Value


Health Care (continued)


CDRL MS, Inc.
	2,000	Term Loan, 6.75%, Maturing September 29, 2016	$	2,016,250
Community Health Systems, Inc.
	1,076	Term Loan, 2.55%, Maturing July 25, 2014		1,056,698
	21,043	Term Loan, 2.55%, Maturing July 25, 2014		20,675,229
Concentra, Inc.
	2,071	Term Loan, 2.54%, Maturing June 25, 2014		2,014,398
ConMed Corp.
	991	Term Loan, 1.76%, Maturing April 12, 2013		931,604
CRC Health Corp.
	1,330	Term Loan, 2.54%, Maturing February 6, 2013		1,270,129
	1,431	Term Loan, 2.54%, Maturing February 6, 2013		1,366,701
Dako EQT Project Delphi
EUR	1,337	Term Loan, 2.75%, Maturing May 29, 2015		1,600,159
DaVita, Inc.
	6,650	Term Loan, 4.50%, Maturing October 20, 2016		6,713,035
DJO Finance, LLC
	2,182	Term Loan, 3.26%, Maturing May 20, 2014		2,128,056
Fresenius SE
	361	Term Loan, 4.50%, Maturing September 10, 2014		364,506
	633	Term Loan, 4.50%, Maturing September 10, 2014		638,112
Grifols SA
	4,675	Term Loan, Maturing October 15, 2016⁽⁵⁾		4,730,516
Harvard Drug Group, LLC
	118	Term Loan, 6.50%, Maturing April 8, 2016		111,670
	857	Term Loan, 6.50%, Maturing April 8, 2016		812,143
HCA, Inc.
	5,238	Term Loan, 2.54%, Maturing November 18, 2013		5,131,920
	12,561	Term Loan, 3.54%, Maturing March 31, 2017		12,344,974
Health Management Association, Inc.
	10,377	Term Loan, 2.04%, Maturing February 28, 2014		10,153,363
Iasis Healthcare, LLC
	259	Term Loan, 2.25%, Maturing March 14, 2014		252,231
	950	Term Loan, 2.26%, Maturing March 14, 2014		924,584
	2,745	Term Loan, 2.26%, Maturing March 14, 2014		2,671,347
Ikaria Acquisition, Inc.
	2,000	Term Loan, 7.00%, Maturing May 16, 2016		1,919,166
IM U.S. Holdings, LLC
	3,797	Term Loan, 2.27%, Maturing June 26, 2014		3,671,647
	1,986	Term Loan - Second Lien, 4.51%, Maturing June 26, 2015		1,928,462
IMS Health, Inc.
	2,995	Term Loan, 5.25%, Maturing February 26, 2016		3,028,864
inVentiv Health, Inc.
	1,771	Term Loan, 6.50%, Maturing August 4, 2016		1,783,011
Lifepoint Hospitals, Inc.
	2,242	Term Loan, 3.07%, Maturing April 15, 2015		2,243,957
MPT Operating Partnership, L.P.
	2,519	Term Loan, 5.00%, Maturing May 17, 2016		2,518,688
MultiPlan, Inc.
	5,796	Term Loan, 6.50%, Maturing August 26, 2017		5,827,698
Mylan, Inc.
	3,416	Term Loan, 3.56%, Maturing October 2, 2014		3,426,017
National Mentor Holdings, Inc.
	190	Term Loan, 2.15%, Maturing June 29, 2013		176,834
	3,073	Term Loan, 2.29%, Maturing June 29, 2013		2,854,227
Nyco Holdings
	944	Term Loan, 4.01%, Maturing December 29, 2014		879,458
EUR	2,189	Term Loan, 4.60%, Maturing December 29, 2014		2,867,743
EUR	2,189	Term Loan, 5.35%, Maturing December 29, 2015		2,867,038
	944	Term Loan - Second Lien, 4.76%, Maturing December 29, 2015		879,190
Prime Healthcare Services, Inc.
	5,473	Term Loan, 7.25%, Maturing April 22, 2015		5,253,600
RadNet Management, Inc.
	2,562	Term Loan, 5.75%, Maturing April 1, 2016		2,531,700
ReAble Therapeutics Finance, LLC
	4,305	Term Loan, 2.26%, Maturing November 16, 2013		4,222,497
RehabCare Group, Inc.
	1,763	Term Loan, 6.00%, Maturing November 24, 2015		1,770,702
Select Medical Holdings Corp.
	5,568	Term Loan, 4.09%, Maturing August 22, 2014		5,556,135
Skillsoft Corp.
	2,993	Term Loan, 6.50%, Maturing May 26, 2017		3,023,673
Sunrise Medical Holdings, Inc.
EUR	1,160	Term Loan, 8.00%, Maturing May 13, 2014		1,493,609
TZ Merger Sub., Inc. (TriZetto)
	964	Term Loan, 6.75%, Maturing August 4, 2015		964,470
Universal Health Services, Inc.
	5,025	Term Loan, Maturing July 28, 2016⁽⁵⁾		5,082,411
Vanguard Health Holding Co., LLC
	3,781	Term Loan, 5.00%, Maturing January 29, 2016		3,790,083
VWR Funding, Inc.
	5,298	Term Loan, 2.76%, Maturing June 30, 2014		5,106,224


			$	190,137,778




Home Furnishings — 0.8%

Hunter Fan Co.
	1,207	Term Loan, 2.76%, Maturing April 16, 2014	$	1,060,598
Interline Brands, Inc.
	2,635	Term Loan, 2.01%, Maturing June 23, 2013		2,529,913
	717	Term Loan, 2.01%, Maturing June 23, 2013		688,696

See notes to financial statements

Senior Debt Portfolio as of October 31, 2010

PORTFOLIO OF INVESTMENTS CONT’D


Principal
Amount*
(000’s omitted)		Borrower/Tranche Description	Value


Home Furnishings (continued)


National Bedding Co., LLC
	3,924	Term Loan, 2.38%, Maturing February 28, 2013	$	3,791,534
Oreck Corp.
	237	Term Loan - Second Lien, 3.79%, Maturing March 19, 2016⁽⁷⁾		189,826
Sanitec Europe OY
EUR	2,321	Term Loan, 2.50%, Maturing June 24, 2016		2,576,008


			$	10,836,575




Industrial Equipment — 2.7%

Brand Energy and Infrastructure Services, Inc.
	1,000	Term Loan, 2.56%, Maturing February 7, 2014	$	946,250
	1,083	Term Loan, 3.56%, Maturing February 7, 2014		1,031,462
Bucyrus International, Inc.
	3,085	Term Loan, 4.50%, Maturing February 19, 2016		3,121,778
EPD Holdings, (Goodyear Engineering Products)
	447	Term Loan, 2.76%, Maturing July 31, 2014		388,759
	3,119	Term Loan, 2.76%, Maturing July 31, 2014		2,714,315
	1,000	Term Loan - Second Lien, 6.01%, Maturing July 13, 2015		789,375
Generac Acquisition Corp.
	1,387	Term Loan, 2.79%, Maturing November 11, 2013		1,312,520
Gleason Corp.
	2,340	Term Loan, 2.07%, Maturing June 30, 2013		2,304,692
Jason, Inc.
	230	Term Loan, 8.25%, Maturing September 21, 2014		226,366
	588	Term Loan, 8.25%, Maturing September 21, 2014		578,041
John Maneely Co.
	5,846	Term Loan, 3.54%, Maturing December 9, 2013		5,724,517
KION Group GmbH
	1,777	Term Loan, 4.01%, Maturing December 23, 2014⁽²⁾		1,432,029
EUR	527	Term Loan, 4.60%, Maturing December 23, 2014⁽²⁾		604,004
	1,777	Term Loan, 4.26%, Maturing December 23, 2015⁽²⁾		1,432,029
EUR	488	Term Loan, 4.85%, Maturing December 29, 2015⁽²⁾		558,627
Pinafore, LLC
	4,725	Term Loan, 6.75%, Maturing September 29, 2016		4,786,647
Polypore, Inc.
	8,036	Term Loan, 2.26%, Maturing July 3, 2014		7,870,313
EUR	719	Term Loan, 2.80%, Maturing July 3, 2014		945,468


			$	36,767,192




Insurance — 2.4%

Alliant Holdings I, Inc.
	5,000	Term Loan, 0.50%, Maturing August 21, 2012⁽³⁾	$	4,600,000
	978	Term Loan, 3.29%, Maturing August 21, 2014		951,508
AmWINS Group, Inc.
	1,947	Term Loan, 2.80%, Maturing June 8, 2013		1,817,106
Applied Systems, Inc.
	1,888	Term Loan, 2.76%, Maturing September 26, 2013		1,785,604
CCC Information Services Group, Inc.
	3,913	Term Loan, 2.51%, Maturing February 10, 2013		3,821,938
Conseco, Inc.
	7,167	Term Loan, 7.50%, Maturing October 10, 2013		7,079,826
Crump Group, Inc.
	1,951	Term Loan, 3.26%, Maturing August 1, 2014		1,836,273
HUB International Holdings, Inc.
	855	Term Loan, 2.79%, Maturing June 13, 2014		819,781
	3,802	Term Loan, 2.79%, Maturing June 13, 2014		3,647,023
	1,337	Term Loan, 6.75%, Maturing June 13, 2014		1,326,476
U.S.I. Holdings Corp.
	4,654	Term Loan, 2.76%, Maturing May 5, 2014		4,367,263


			$	32,052,798




Leisure Goods / Activities / Movies — 5.5%

24 Hour Fitness Worldwide, Inc.
	998	Term Loan, 6.75%, Maturing April 22, 2016	$	954,795
AMC Entertainment, Inc.
	4,948	Term Loan, 1.76%, Maturing January 28, 2013		4,881,816
Bombardier Recreational Products
	5,651	Term Loan, 3.39%, Maturing June 28, 2013		5,078,506
Carmike Cinemas, Inc.
	5,525	Term Loan, 5.50%, Maturing January 27, 2016		5,556,919
Cedar Fair, L.P.
	5,237	Term Loan, 5.50%, Maturing December 15, 2016		5,312,605
CFV I, LLC/Hicks Sports Group
	172	Term Loan, 11.77%, Maturing December 1, 2010⁽²⁾⁽³⁾		178,174
Cinemark, Inc.
	9,201	Term Loan, 3.55%, Maturing April 29, 2016		9,235,406
Deluxe Entertainment Services
	96	Term Loan, 6.01%, Maturing May 11, 2013		91,785
	1,592	Term Loan, 6.25%, Maturing May 11, 2013		1,514,446
Fender Musical Instruments Corp.
	535	Term Loan, 2.54%, Maturing June 9, 2014		462,669
	270	Term Loan, 2.55%, Maturing June 9, 2014		233,727
Formula One (Alpha D2, Ltd.)
	2,400	Term Loan - Second Lien, 3.80%, Maturing June 30, 2014		2,117,100
Metro-Goldwyn-Mayer Holdings, Inc.
	8,746	Term Loan, 0.00%, Maturing April 9, 2012⁽⁶⁾		4,096,269
National CineMedia, LLC
	2,700	Term Loan, 2.05%, Maturing February 13, 2015		2,624,063

See notes to financial statements

Senior Debt Portfolio as of October 31, 2010

PORTFOLIO OF INVESTMENTS CONT’D


Principal
Amount*
(000’s omitted)		Borrower/Tranche Description	Value


Leisure Goods / Activities / Movies (continued)


Regal Cinemas Corp.
	7,837	Term Loan, 3.79%, Maturing November 21, 2016	$	7,869,518
Revolution Studios Distribution Co., LLC
	3,479	Term Loan, 4.01%, Maturing December 21, 2014		2,748,682
	2,825	Term Loan - Second Lien, 7.26%, Maturing June 21, 2015⁽⁷⁾		1,327,750
Six Flags Theme Parks, Inc.
	5,926	Term Loan, 6.00%, Maturing June 30, 2016		5,959,441
Sram, LLC
	879	Term Loan, 5.01%, Maturing April 30, 2015		881,509
SW Acquisition Co., Inc.
	4,317	Term Loan, 5.75%, Maturing June 1, 2016		4,354,479
Universal City Development Partners, Ltd.
	6,014	Term Loan, 5.50%, Maturing November 6, 2014		6,071,836
Zuffa, LLC
	2,957	Term Loan, 2.31%, Maturing June 19, 2015		2,820,702


			$	74,372,197




Lodging and Casinos — 4.1%

Ameristar Casinos, Inc.
	3,453	Term Loan, 3.54%, Maturing November 10, 2012	$	3,452,094
Choctaw Resort Development Enterprise
	876	Term Loan, 7.25%, Maturing November 4, 2011		868,811
Full Moon Holdco 3, Ltd.
GBP	500	Term Loan, 4.52%, Maturing November 20, 2014		722,727
GBP	500	Term Loan, 5.02%, Maturing November 20, 2015		722,727
Gala Electric Casinos, Ltd.
GBP	2,250	Term Loan, 4.90%, Maturing December 12, 2014		3,405,712
GBP	2,250	Term Loan, 5.40%, Maturing December 12, 2014		3,405,712
Gateway Casinos & Entertainment
	1,354	Term Loan, 10.50%, Maturing September 16, 2014		1,357,716
Harrah’s Operating Co.
	3,622	Term Loan, 3.29%, Maturing January 28, 2015		3,206,918
	2,000	Term Loan, 3.29% Maturing January 28, 2015		1,767,750
	993	Term Loan, 9.50%, Maturing October 31, 2016		1,034,819
Herbst Gaming, Inc.
	2,411	Term Loan, 0.00%, Maturing January 2, 2014⁽⁶⁾		1,363,454
	4,611	Term Loan, 0.00%, Maturing January 2, 2014⁽⁶⁾		2,607,022
Isle of Capri Casinos, Inc.
	1,467	Term Loan, 5.00%, Maturing November 25, 2013		1,439,184
	1,908	Term Loan, 5.00%, Maturing November 25, 2013		1,871,967
	4,770	Term Loan, 5.00%, Maturing November 25, 2013		4,679,920
Las Vegas Sands, LLC
	1,834	Term Loan, 3.03%, Maturing November 23, 2016		1,717,487
	7,262	Term Loan, 3.03%, Maturing November 23, 2016		6,804,278
LodgeNet Entertainment Corp.
	3,424	Term Loan, 2.29%, Maturing April 4, 2014		3,258,530
Penn National Gaming, Inc.
	8,919	Term Loan, 2.03%, Maturing October 3, 2012		8,871,760
Tropicana Entertainment, Inc.
	210	Term Loan, 15.00%, Maturing December 29, 2012		232,097
VML US Finance, LLC
	728	Term Loan, 4.78%, Maturing May 25, 2012		728,225
	1,260	Term Loan, 4.78%, Maturing May 27, 2013		1,260,747


			$	54,779,657




Nonferrous Metals / Minerals — 1.2%

Euramax International, Inc.
	1,079	Term Loan, 10.00%, Maturing June 29, 2013	$	1,019,264
	1,022	Term Loan, 14.00%, Maturing June 29, 2013⁽²⁾		965,762	��
EUR	707	Term Loan, 10.00%, Maturing June 29, 2015		932,204
EUR	677	Term Loan, 14.00%, Maturing June 29, 2015⁽²⁾		892,543
Fairmount Minerals, Ltd.
	2,225	Term Loan, 6.25%, Maturing August 5, 2016		2,253,740
Noranda Aluminum Acquisition
	699	Term Loan, 2.05%, Maturing May 18, 2014		681,764
Novelis, Inc.
	1,911	Term Loan, 2.26%, Maturing July 6, 2014		1,880,266
	4,204	Term Loan, 2.26%, Maturing July 7, 2014		4,136,870
Oxbow Carbon and Mineral Holdings
	3,684	Term Loan, 2.29%, Maturing May 8, 2014		3,571,070


			$	16,333,483




Oil and Gas — 2.7%

Big West Oil, LLC
	969	Term Loan, 12.00%, Maturing July 23, 2015	$	986,309
CGGVeritas Services, Inc.
	1,862	Term Loan, 5.50%, Maturing January 12, 2016		1,868,096
CITGO Petroleum Corp.
	1,308	Term Loan, 8.00%, Maturing June 24, 2015		1,334,443
	5,935	Term Loan, 9.00%, Maturing June 15, 2017		6,109,469
Crestwood Holdings, LLC
	1,100	Term Loan, 10.50%, Maturing September 30, 2016		1,115,125
Dresser, Inc.
	5,668	Term Loan, 2.61%, Maturing May 4, 2014		5,650,012
Dynegy Holdings, Inc.
	1,040	Term Loan, 4.01%, Maturing April 2, 2013		1,028,548
	8,083	Term Loan, 4.01%, Maturing April 2, 2013		7,997,322
Enterprise GP Holdings, L.P.
	3,259	Term Loan, 2.51%, Maturing November 10, 2014		3,252,390

See notes to financial statements

Senior Debt Portfolio as of October 31, 2010

PORTFOLIO OF INVESTMENTS CONT’D


Principal
Amount*
(000’s omitted)		Borrower/Tranche Description	Value


Oil and Gas (continued)


Hercules Offshore, Inc.
	1	Term Loan, 6.00%, Maturing July 11, 2013	$	1,252
Precision Drilling Corp.
	851	Term Loan, 4.26%, Maturing December 23, 2013		845,516
SemGroup Corp.
	2,673	Term Loan, 1.58%, Maturing November 30, 2012		2,694,172
Sheridan Production Partners I, LLC
	253	Term Loan, 7.50%, Maturing April 20, 2017		253,689
	415	Term Loan, 7.50%, Maturing April 20, 2017		415,335
	3,129	Term Loan, 7.50%, Maturing April 20, 2017		3,134,407


			$	36,686,085




Publishing — 5.2%

American Media Operations, Inc.
	4,720	Term Loan, 10.00%, Maturing January 30, 2013⁽²⁾	$	4,666,418
Aster Zweite Beteiligungs GmbH
	2,475	Term Loan, 2.71%, Maturing September 27, 2013		2,312,578
Black Press US Partnership
	559	Term Loan, 2.30%, Maturing August 2, 2013		500,516
	921	Term Loan, 2.30%, Maturing August 2, 2013		824,379
GateHouse Media Operating, Inc.
	2,058	Term Loan, 2.26%, Maturing August 28, 2014		760,291
	4,828	Term Loan, 2.26%, Maturing August 28, 2014		1,783,898
	4,216	Term Loan, 2.51%, Maturing August 28, 2014		1,557,854
Getty Images, Inc.
	3,094	Term Loan, 6.25%, Maturing July 2, 2015		3,102,244
Laureate Education, Inc.
	641	Term Loan, 3.54%, Maturing August 17, 2014		602,475
	4,283	Term Loan, 3.54%, Maturing August 17, 2014		4,023,082
	990	Term Loan, 7.00%, Maturing August 31, 2014		983,318
MediaNews Group, Inc.
	891	Term Loan, 8.50%, Maturing March 19, 2014		845,388
Merrill Communications, LLC
	5,366	Term Loan, 8.50%, Maturing December 24, 2012		5,191,637
Nelson Education, Ltd.
	1,466	Term Loan, 2.79%, Maturing July 5, 2014		1,311,780
Newspaper Holdings, Inc.
	7,868	Term Loan, 1.81%, Maturing July 24, 2014		4,720,555
Nielsen Finance, LLC
	7,764	Term Loan, 2.26%, Maturing August 9, 2013		7,610,559
	1,878	Term Loan, 4.01%, Maturing May 2, 2016		1,852,118
	4,683	Term Loan, 4.01%, Maturing May 2, 2016		4,639,698
Penton Media, Inc.
	1,748	Term Loan, 5.00%, Maturing August 1, 2014⁽²⁾		1,310,871
Source Interlink Companies, Inc.
	905	Term Loan, 10.75%, Maturing June 18, 2013		863,808
	555	Term Loan, 15.00%, Maturing March 18, 2014⁽²⁾		349,423
Source Media, Inc.
	1,882	Term Loan, 7.00%, Maturing November 8, 2011		1,801,719
Star Tribune Co. (The)
	251	Term Loan, 8.00%, Maturing September 28, 2014		227,087
	167	Term Loan, 8.00%, Maturing September 29, 2014		151,391
TL Acquisitions, Inc.
	995	Term Loan, 2.54%, Maturing July 3, 2014		910,816
Trader Media Corp.
GBP	4,251	Term Loan, 2.57%, Maturing March 23, 2015		6,556,533
Xsys, Inc.
	3,796	Term Loan, 2.71%, Maturing September 27, 2013		3,546,678
	3,877	Term Loan, 2.71%, Maturing September 27, 2014		3,622,658
EUR	1,226	Term Loan, 3.39%, Maturing September 27, 2014		1,626,161
	1,290	Term Loan - Second Lien, 4.94%, Maturing September 27, 2015		1,204,631


			$	69,460,564




Radio and Television — 3.7%

Block Communications, Inc.
	1,760	Term Loan, 2.29%, Maturing December 22, 2011	$	1,671,747
CMP Susquehanna Corp.
	3,865	Term Loan, 2.31%, Maturing May 5, 2013		3,465,909
Gray Television, Inc.
	1,472	Term Loan, 3.76%, Maturing December 31, 2014		1,431,159
LBI Media, Inc.
	1,910	Term Loan, 1.76%, Maturing March 31, 2012		1,804,950
Live Nation Worldwide, Inc.
	5,348	Term Loan, 4.50%, Maturing November 7, 2016		5,334,755
Mission Broadcasting, Inc.
	1,235	Term Loan, 5.00%, Maturing September 30, 2016		1,235,154
NEP II, Inc.
	974	Term Loan, 2.30%, Maturing February 16, 2014		934,677
New Young Broadcasting Holding Co., Inc.
	433	Term Loan, 8.00%, Maturing June 30, 2015		434,320
Nexstar Broadcasting, Inc.
	1,932	Term Loan, 5.01%, Maturing September 30, 2016		1,931,908
Raycom TV Broadcasting, LLC
	7,811	Term Loan, 1.81%, Maturing June 25, 2014		7,263,998
Spanish Broadcasting System, Inc.
	6,001	Term Loan, 2.04%, Maturing June 11, 2012		5,765,719
Univision Communications, Inc.
	8,009	Term Loan, 2.51%, Maturing September 29, 2014		7,583,117
	8,009	Term Loan, 4.51%, Maturing March 31, 2017		7,568,004

See notes to financial statements

Senior Debt Portfolio as of October 31, 2010

PORTFOLIO OF INVESTMENTS CONT’D


Principal
Amount*
(000’s omitted)		Borrower/Tranche Description	Value


Radio and Television (continued)


Weather Channel
	3,657	Term Loan, 5.00%, Maturing September 14, 2015	$	3,678,873


			$	50,104,290




Rail Industries — 0.4%

Kansas City Southern Railway Co.
	5,055	Term Loan, 2.05%, Maturing April 26, 2013	$	4,944,626


			$	4,944,626




Retailers (Except Food and Drug) — 2.8%

American Achievement Corp.
	323	Term Loan, 6.26%, Maturing March 25, 2011	$	320,951
Amscan Holdings, Inc.
	1,456	Term Loan, 2.54%, Maturing May 25, 2013		1,406,445
Dollar General Corp.
	1,000	Term Loan, 3.02%, Maturing July 7, 2014		990,486
Harbor Freight Tools USA, Inc.
	2,060	Term Loan, 5.02%, Maturing February 24, 2016		2,062,085
Mapco Express, Inc.
	378	Term Loan, 6.50%, Maturing April 28, 2011		370,506
Neiman Marcus Group, Inc.
	4,664	Term Loan, 2.29%, Maturing April 5, 2013		4,557,363
Orbitz Worldwide, Inc.
	3,684	Term Loan, 3.28%, Maturing July 25, 2014		3,588,685
Oriental Trading Co., Inc.
	1,000	Term Loan - Second Lien, 0.00%, Maturing January 31, 2014⁽⁶⁾		33,750
Pilot Travel Centers, LLC
	2,394	Term Loan, 5.25%, Maturing June 30, 2016		2,429,947
Rent-A-Center, Inc.
	120	Term Loan, 2.02%, Maturing June 30, 2012		119,844
	2,138	Term Loan, 3.30%, Maturing March 31, 2015		2,143,818
Rover Acquisition Corp.
	2,895	Term Loan, 2.53%, Maturing October 25, 2013		2,839,942
Savers, Inc.
	2,761	Term Loan, 5.75%, Maturing March 11, 2016		2,771,479
Visant Corp.
	2,400	Term Loan, 7.00%, Maturing December 22, 2016		2,423,501
Vivarte
EUR	2,728	Term Loan, 2.74%, Maturing March 9, 2015		3,212,937
EUR	2,728	Term Loan, 3.24%, Maturing March 8, 2016		3,212,937
EUR	22	Term Loan - Second Lien, 4.24%, Maturing September 8, 2016		25,873
EUR	154	Term Loan - Second Lien, 4.24%, Maturing September 8, 2016		159,040
EUR	1,582	Term Loan - Second Lien, 4.24%, Maturing September 8, 2016		1,635,838
Yankee Candle Company, Inc. (The)
	3,443	Term Loan, 2.26%, Maturing February 6, 2014		3,342,881


			$	37,648,308




Surface Transport — 0.2%

CEVA Group PLC U.S.
	638	Term Loan, 3.26%, Maturing November 4, 2013	$	573,519
Swift Transportation Co., Inc.
	2,275	Term Loan, 8.25%, Maturing May 9, 2014		2,240,878


			$	2,814,397




Telecommunications — 4.3%

Alaska Communications Systems Holdings, Inc.
	4,025	Term Loan, 6.25%, Maturing October 15, 2016	$	4,050,993
Asurion Corp.
	8,440	Term Loan, 3.28%, Maturing July 3, 2014		7,897,496
	2,000	Term Loan, Maturing March 31, 2015⁽⁵⁾		1,966,876
	1,000	Term Loan - Second Lien, 6.76%, Maturing July 3, 2015		935,625
BCM Luxembourg, Ltd.
EUR	2,000	Term Loan - Second Lien, 5.10%, Maturing March 31, 2016		2,128,822
Cellular South, Inc.
	3,320	Term Loan, 2.05%, Maturing May 29, 2014		3,236,741
	1,129	Term Loan, 2.06%, Maturing May 29, 2014		1,101,217
CommScope, Inc.
	2,196	Term Loan, 2.79%, Maturing December 26, 2014		2,196,961
Intelsat Corp.
	7,259	Term Loan, 2.79%, Maturing January 3, 2014		7,087,119
	7,259	Term Loan, 2.79%, Maturing January 3, 2014		7,087,119
	7,261	Term Loan, 2.79%, Maturing January 3, 2014		7,089,306
Intelsat Subsidiary Holding Co.
	2,639	Term Loan, 2.79%, Maturing July 3, 2013		2,575,889
IPC Systems, Inc.
	1,310	Term Loan, 2.53%, Maturing May 31, 2014		1,181,633
GBP	214	Term Loan, 2.99%, Maturing May 31, 2014		303,890
Macquarie UK Broadcast Ventures, Ltd.
GBP	2,508	Term Loan, 2.57%, Maturing December 1, 2014		3,390,035
NTelos, Inc.
	1,980	Term Loan, 5.75%, Maturing August 7, 2015		1,992,381
Telesat Canada, Inc.
	167	Term Loan, 3.26%, Maturing October 31, 2014		164,298
	1,944	Term Loan, 3.26%, Maturing October 31, 2014		1,912,786

See notes to financial statements

Senior Debt Portfolio as of October 31, 2010

PORTFOLIO OF INVESTMENTS CONT’D


Principal
Amount*
(000’s omitted)		Borrower/Tranche Description	Value


Telecommunications (continued)


TowerCo Finance, LLC
	943	Term Loan, 6.00%, Maturing November 24, 2014	$	953,876


			$	57,253,063




Utilities — 2.9%

AEI Finance Holding, LLC
	738	Revolving Loan, 3.29%, Maturing March 30, 2012	$	717,202
	4,765	Term Loan, 3.29%, Maturing March 30, 2014		4,628,326
BRSP, LLC
	1,458	Term Loan, 7.50%, Maturing June 4, 2014		1,464,964
Calpine Corp.
	3,298	Term Loan, 3.17%, Maturing March 29, 2014		3,287,220
Covanta Energy Corp.
	1,959	Term Loan, 1.86%, Maturing February 10, 2014		1,906,295
	1,000	Term Loan, 1.93%, Maturing February 10, 2014		972,522
New Development Holdings, Inc.
	1,995	Term Loan, 7.00%, Maturing July 3, 2017		2,036,771
NRG Energy, Inc.
	1,172	Term Loan, 1.78%, Maturing February 1, 2013		1,148,877
	2	Term Loan, 1.79%, Maturing February 1, 2013		2,140
	4,414	Term Loan, 3.54%, Maturing August 31, 2015		4,418,696
	5,704	Term Loan, 3.54%, Maturing August 31, 2015		5,670,775
TXU Texas Competitive Electric Holdings Co., LLC
	987	Term Loan, 3.76%, Maturing October 10, 2014		776,741
	2,440	Term Loan, 3.76%, Maturing October 10, 2014		1,921,053
	10,311	Term Loan, 3.92%, Maturing October 10, 2014		8,111,926
Vulcan Energy Corp.
	2,169	Term Loan, 5.50%, Maturing September 29, 2015		2,187,764


			$	39,251,272



Total Senior Floating-Rate Interests
(identified cost $1,677,335,256)			$	1,640,265,490




Corporate Bonds & Notes — 2.6%

Principal
Amount*
(000’s omitted)		Security	Value



Aerospace and Defense — 0.2%

International Lease Finance Corp., Sr. Notes
	750	6.50%, 9/1/14⁽⁸⁾	$	813,750
	750	6.75%, 9/1/16⁽⁸⁾		821,250
	750	7.125%, 9/1/18⁽⁸⁾		828,750


			$	2,463,750



Building and Development — 0.7%

Grohe Holding GmbH, Variable Rate
EUR	7,500	3.857%, 1/15/14⁽⁹⁾	$	9,942,672


			$	9,942,672




Cable and Satellite Television — 0.4%

Virgin Media Finance PLC, Sr. Notes
	5,000	6.50%, 1/15/18	$	5,387,500


			$	5,387,500




Chemicals and Plastics — 0.0%⁽¹⁴⁾

Wellman Holdings, Inc., Sr. Sub. Notes
	715	5.00%, 1/29/19⁽²⁾⁽⁷⁾	$	0


			$	0




Ecological Services and Equipment — 0.0%⁽¹⁴⁾

Environmental Systems Product Holdings, Inc., Jr. Notes
	87	18.00%, 3/31/15⁽⁷⁾	$	74,220


			$	74,220




Electronics / Electrical — 0.2%

NXP BV/NXP Funding, LLC, Variable Rate
	2,300	3.039%, 10/15/13	$	2,193,625


			$	2,193,625




Financial Intermediaries — 0.1%

First Data Corp., Sr. Notes
	1,900	8.875%, 8/15/20⁽⁸⁾	$	2,006,875


			$	2,006,875




Leisure Goods / Activities /Movies — 0.3%

MU Finance PLC, Sr. Notes
	4,000	8.375%, 2/1/17⁽⁸⁾	$	4,010,000


			$	4,010,000

See notes to financial statements

Senior Debt Portfolio as of October 31, 2010

PORTFOLIO OF INVESTMENTS CONT’D


Principal
Amount*
(000’s omitted)		Security	Value



Utilities — 0.7%

Calpine Corp., Sr. Notes
	9,025	7.50%, 2/15/21⁽⁸⁾	$	9,284,469


			$	9,284,469



Total Corporate Bonds & Notes
(identified cost $34,285,504)			$	35,363,111





Asset-Backed Securities — 0.1%

Principal
Amount
(000’s omitted)		Security	Value


$	1,062	Assemblies of God Financial Real Estate, Series 2004-1A, Class A, 2.439%, 6/15/29^(8)(10)	$	1,061,658
	1,000	Carlyle High Yield Partners, Series 2004-6A, Class C, 2.854%, 8/11/16^(8)(10)		706,057



Total Asset-Backed Securities
(identified cost $2,062,295)			$	1,767,715







Common Stocks — 1.5%

Shares		Security	Value



Automotive — 0.2%

	48,926	Dayco Products, LLC^(11)(12)	$	2,164,975
	44,747	Hayes Lemmerz International, Inc. ^(7)(11)(12)		400,486


			$	2,565,461




Building and Development — 0.1%

	4,766	Lafarge Roofing^(7)(11)(12)	$	0
	4,766	Lafarge Roofing^(7)(11)(12)		0
	4,766	Lafarge Roofing^(7)(11)(12)		0
	1,646	United Subcontractors, Inc.^(7)(11)(12)		144,713
	7,595	WCI Communities, Inc.^(11)(12)		645,595


			$	790,308




Chemicals and Plastics — 0.1%

	3,877	Vita Cayman II, Ltd.^(11)(12)	$	1,200,612
	662	Wellman Holdings, Inc.^(7)(11)(12)		0


			$	1,200,612



Ecological Services and Equipment — 0.0%⁽¹⁴⁾

	1,242	Environmental Systems Products Holdings, Inc.^(7)(12)(13)	$	10,979


			$	10,979




Food Service — 0.0%⁽¹⁴⁾

	66,567	Buffets, Inc.⁽¹²⁾	$	282,910


			$	282,910




Home Furnishings — 0.1%

	4,230	Oreck Corp.^(7)(11)(12)	$	357,773
	157,438	Sanitec Europe Oy B Units^(11)(12)		657,367
	154,721	Sanitec Europe Oy E Units^(7)(11)(12)		0


			$	1,015,140




Investment Services — 0.0%⁽¹⁴⁾

	20,048	Safelite Realty Corp.^(7)(13)	$	0


			$	0




Lodging and Casinos — 0.0%⁽¹⁴⁾

	40,751	Tropicana Entertainment, Inc.^(11)(12)	$	583,249


			$	583,249




Publishing — 0.9%

	13,247	Ion Media Networks, Inc.^(11)(12)	$	5,530,622
	66,239	MediaNews Group, Inc.^(11)(12)		1,192,300
	6,140	Philadelphia Newspaper, LLC^(7)(11)(12)		414,143
	247,269	Reader’s Digest Association, Inc. (The)^(11)(12)		5,155,559
	2,290	Source Interlink Companies, Inc.^(7)(11)(12)		52,487
	6,089	Star Tribune Media Holdings Co.⁽¹²⁾		127,869
	16,600	SuperMedia, Inc.⁽¹²⁾		109,228


			$	12,582,208




Radio and Television — 0.1%

	714	New Young Broadcasting Holding Co., Inc.^(11)(12)	$	1,535,100


			$	1,535,100



Total Common Stocks
(identified cost $15,467,215)			$	20,565,967

See notes to financial statements

Senior Debt Portfolio as of October 31, 2010

PORTFOLIO OF INVESTMENTS CONT’D


Preferred Stocks — 0.0%⁽¹⁴⁾

Shares		Security	Value


Ecological Services and Equipment — 0.0%⁽¹⁴⁾

	569	Environmental Systems Products Holdings, Inc., Series A^(7)(12)(13)	$	65,759


			$	65,759



Total Preferred Stocks
(identified cost $9,957)			$	65,759







Warrants — 0.0%⁽¹⁴⁾

Shares		Security	Value



Radio and Television — 0.0%⁽¹⁴⁾

	7	New Young Broadcasting Holding Co., Inc. Expires 12/24/24^(11)(12)	$	15,050


			$	15,050



Total Warrants
(identified cost $12,030)			$	15,050




Short-Term Investments — 2.5%

Interest/
Principal
Amount
(000’s omitted)		Description	Value


$	28,276	Eaton Vance Cash Reserves Fund, LLC, 0.22%^(15)(16)	$	28,275,874
	5,215	State Street Bank and Trust Euro Time Deposit, 0.01%, 11/1/10		5,215,139



Total Short-Term Investments
(identified cost $33,491,013)			$	33,491,013



Total Investments — 128.4%
(identified cost $1,762,663,270)			$	1,731,534,105



Less Unfunded Loan Commitments — (1.0)%			$	(14,093,150	)



Net Investments — 127.4%
(identified cost $1,748,570,120)			$	1,717,440,955



Other Assets, Less Liabilities — (27.4)%			$	(369,745,647	)



Net Assets — 100.0%			$	1,347,695,308

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

DIP - Debtor In Possession

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 lending 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)		Defaulted matured security. Interest rate has been adjusted to reflect non-accrual status.

(5)		This Senior Loan will settle after October 31, 2010, at which time the interest rate will be determined.

(6)		Currently the issuer is in default with respect to interest payments. Interest rate has been adjusted to reflect non-accrual status.

(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 pursuant to Rule 144A under the Securities Act of 1933. These securities may be sold in certain transactions (normally to qualified institutional buyers) and remain exempt from registration. At October 31, 2010, the aggregate value of these securities is $19,532,809 or 1.4% of the Portfolio’s net assets.

(9)		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.

(10)		Variable rate security. The stated interest rate represents the rate in effect at October 31, 2010.

See notes to financial statements

Senior Debt Portfolio as of October 31, 2010

PORTFOLIO OF INVESTMENTS CONT’D


(11)		Security was acquired in connection with a restructuring of a Senior Loan and may be subject to restrictions on resale.

(12)		Non-income producing security.

(13)		Restricted security (see Note 5).

(14)		Amount is less than 0.05%.

(15)		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, 2010.

(16)		Net income allocated from the investment in Eaton Vance Cash Reserves Fund, LLC and Cash Management Portfolio, an affiliated investment company, for the year ended October 31, 2010 was $36,524 and $0, respectively.

See notes to financial statements

Senior Debt Portfolio as of October 31, 2010

FINANCIAL STATEMENTS

Statement of Assets and Liabilities


As of October 31, 2010

Assets

Unaffiliated investments, at value (identified cost, $1,720,294,246)	$	1,689,165,081
Affiliated investment, at value (identified cost, $28,275,874)		28,275,874
Foreign currency, at value (identified cost, $2,321,904)		2,321,436
Interest receivable		7,160,719
Interest receivable from affiliated investment		4,569
Receivable for investments sold		21,973,908
Receivable for open forward foreign currency exchange contracts		55,881
Prepaid expenses		13,855
Other assets		34,234


Total assets	$	1,749,005,557





Liabilities

Notes payable	$	360,000,000
Payable for investments purchased		37,674,033
Payable for open forward foreign currency exchange contracts		1,959,929
Payable to affiliates:
Investment adviser fee		688,433
Trustees’ fees		4,208
Accrued expenses		983,646


Total liabilities	$	401,310,249



Net Assets applicable to investors’ interest in Portfolio	$	1,347,695,308





Sources of Net Assets

Net proceeds from capital contributions and withdrawals	$	1,380,308,021
Net unrealized depreciation		(32,612,713	)


Total	$	1,347,695,308

Statement of Operations


For the Year Ended
October 31, 2010

Investment Income

Interest	$	83,776,692
Interest allocated from affiliated investments		53,055
Expenses allocated from affiliated investments		(16,531	)


Total investment income	$	83,813,216





Expenses

Investment adviser fee	$	7,962,299
Trustees’ fees and expenses		50,500
Custodian fee		788,906
Legal and accounting services		466,382
Interest expense and fees		7,289,638
Miscellaneous		95,001


Total expenses	$	16,652,726


Deduct —
Reduction of custodian fee	$	58


Total expense reductions	$	58



Net expenses	$	16,652,668



Net investment income	$	67,160,548





Realized and Unrealized Gain (Loss)

Net realized gain (loss) —
Investment transactions	$	(42,678,881	)
Investment transactions allocated from affiliated investments		36,707
Foreign currency and forward foreign currency exchange contract transactions		9,917,868


Net realized loss	$	(32,724,306	)


Change in unrealized appreciation (depreciation) —
Investments	$	139,201,009
Foreign currency and forward foreign currency exchange contracts		(2,192,229	)


Net change in unrealized appreciation (depreciation)	$	137,008,780



Net realized and unrealized gain	$	104,284,474



Net increase in net assets from operations	$	171,445,022

See notes to financial statements

Senior Debt Portfolio as of October 31, 2010

FINANCIAL STATEMENTS CONT’D

Statements of Changes in Net Assets


Increase (Decrease)	Year Ended			Year Ended
in Net Assets	October 31, 2010			October 31, 2009

From operations —
Net investment income	$	67,160,548		$	64,865,392
Net realized loss from investment, foreign currency and forward foreign currency exchange contract transactions		(32,724,306	)		(139,173,614	)
Net change in unrealized appreciation (depreciation) from investments, foreign currency and forward foreign currency exchange contracts		137,008,780			431,917,179


Net increase in net assets from operations	$	171,445,022		$	357,608,957


Capital transactions —
Contributions	$	31,692,604		$	39,030,192
Withdrawals		(118,970,455	)		(252,416,134	)


Net decrease in net assets from capital transactions	$	(87,277,851	)	$	(213,385,942	)



Net increase in net assets	$	84,167,171		$	144,223,015





Net Assets

At beginning of year	$	1,263,528,137		$	1,119,305,122


At end of year	$	1,347,695,308		$	1,263,528,137

Statement of Cash Flows


Cash Flows From	Year Ended
Operating Activities	October 31, 2010

Net increase in net assets from operations	$	171,445,022
Adjustments to reconcile net increase in net assets from operations to net cash provided by operating activities:
Investments purchased		(616,064,890	)
Investments sold and principal repayments		674,285,136
Increase in short-term investments, net		(7,789,700	)
Net amortization/accretion of premium (discount)		(14,006,572	)
Amortization of structuring and renewal fees on notes payable		1,320,880
Increase in interest receivable		(710,276	)
Increase in interest receivable from affiliated investment		(4,569	)
Increase in receivable for investments sold		(8,722,027	)
Decrease in receivable for open forward foreign currency exchange contracts		391,987
Decrease in prepaid expenses		38,154
Increase in other assets		(13,812	)
Decrease in payable for investments purchased		(17,713,187	)
Increase in payable for open forward foreign currency exchange contracts		1,765,670
Increase in payable to affiliate for investment adviser fee		30,001
Increase in accrued expenses		76,759
Decrease in unfunded loan commitments		(3,063,432	)
Net change in unrealized (appreciation) depreciation from investments		(139,201,009	)
Net realized loss from investments		42,678,881


Net cash provided by operating activities	$	84,743,016





Cash Flows From Financing Activities

Proceeds from notes payable	$	60,000,000
Repayment of notes payable		(65,000,000	)
Proceeds from capital contributions		31,692,604
Payments for capital withdrawals		(118,970,455	)
Payment of structuring fee on notes payable		(200,000	)


Net cash used in financing activities	$	(92,477,851	)



Net decrease in cash*	$	(7,734,835	)



Cash at beginning of year⁽¹⁾	$	10,056,271



Cash at end of year⁽¹⁾	$	2,321,436





Supplemental disclosure of cash flow information:

Cash paid for interest and fees on borrowings	$	6,161,597

⁽¹⁾ Balance includes foreign currency, at value.

* Includes net change in unrealized appreciation (depreciation) on foreign currency of $35,084.

See notes to financial statements

Senior Debt Portfolio as of October 31, 2010

FINANCIAL STATEMENTS CONT’D

Supplementary Data


	Year Ended October 31,												Year Ended November 30,
										Period Ended
	2010			2009			2008			October 31, 2007⁽¹⁾			2006			2005



Ratios/Supplemental Data

Ratios (as a percentage of average daily net assets):
Expenses before custodian fee reduction excluding interest and fees⁽²⁾		0.72	%		0.76	%		0.66	%		0.58	%⁽³⁾		0.51	%		0.50	%
Interest and fee expense		0.56	%		1.31	%		0.98	%		0.70	%⁽³⁾		0.01	%		0.00	%⁽⁴⁾
Total expenses		1.28	%		2.07	%		1.64	%		1.28	%⁽³⁾		0.52	%		0.50	%
Net investment income		5.15	%		5.97	%		7.01	%		7.18	%⁽³⁾		6.57	%		5.00	%
Portfolio Turnover		37	%		32	%		7	%		55	%⁽⁵⁾		51	%		65	%


Total Return		14.14	%		38.19	%		(26.81	)%		3.89	%⁽⁵⁾		6.88	%		5.27	%



Net assets, end of year (000’s omitted)	$	1,347,695		$	1,263,528		$	1,119,305		$	2,334,369		$	2,645,798		$	3,054,390


(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

Senior Debt Portfolio as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS

1 Significant Accounting Policies

Senior Debt Portfolio (the Portfolio) is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as a diversified, open-end management investment company. The Portfolio’s investment objective is to provide a high level of current income. The Declaration of Trust permits the Trustees to issue interests in the Portfolio. At October 31, 2010, 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.

Debt obligations (including short-term obligations with a remaining maturity of more than sixty days are generally valued on the basis of valuations provided by third party pricing services, as derived from such services’ pricing models. Inputs to the models may include, but are not limited to, reported trades, executable bid and asked prices, broker/dealer quotations, prices or yields of securities with similar characteristics, benchmark curves or information pertaining to the issuer, as well as industry and economic events. The pricing services may use a matrix approach, which considers information regarding securities with similar characteristics to determine the valuation for a security. Short-term debt securities purchased 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 or closing 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. 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

Senior Debt Portfolio as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS CONT’D

G Unfunded 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. At October 31, 2010, the Portfolio had sufficient cash and/or securities to cover these commitments.

Senior Debt Portfolio as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS CONT’D

K Statement 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 and Liabilities and represents the cash on hand at its custodian and does not include any short-term investments.

2 Investment Adviser Fee and Other Transactions with Affiliates

The investment adviser fee is earned by Boston Management and Research (BMR), a subsidiary of EVM, 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 0.50% 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 gross assets exceed that level, and is payable monthly. The fee reduction cannot be terminated without the consent of the Trustees and shareholders. Prior to its liquidation in February 2010, the portion of the adviser fee payable by Cash Management Portfolio, an affiliated investment company, on the Portfolio’s investment of cash therein was credited against the Portfolio’s investment adviser fee. The Portfolio currently invests its cash in Cash Reserves Fund. EVM does not currently receive a fee for advisory services provided to Cash Reserves Fund. For the year ended October 31, 2010, the Portfolio’s investment adviser fee totaled $7,974,088 of which $11,789 was allocated from Cash Management Portfolio and $7,962,299 was paid or accrued directly by the Portfolio. For the year ended October 31, 2010, the Portfolio’s investment adviser fee, including the portion allocated from Cash Management Portfolio was 0.61% of the Portfolio’s average daily net assets.

3 Purchases 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 $616,064,890 and $674,285,136, respectively, for the year ended October 31, 2010.

4 Federal Income Tax Basis of Investments

The cost and unrealized appreciation (depreciation) of investments of the Portfolio at October 31, 2010, as determined on a federal income tax basis, were as follows:


Aggregate cost	$	1,749,011,170


Gross unrealized appreciation	$	34,324,804
Gross unrealized depreciation		(65,895,019	)


Net unrealized depreciation	$	(31,570,215	)

The net unrealized depreciation on foreign currency transactions at October 31, 2010 on a federal income tax basis was $1,483,548.

Senior Debt Portfolio as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS CONT’D

5 Restricted Securities


	Date of
Description	Acquisition	Shares		Cost			Value

Common Stocks

Environmental Systems Products Holdings, Inc.	10/24/00		1,242	$	0	⁽¹⁾	$	10,979
Safelite Realty Corp.	9/29/00 – 11/10/00		20,048		0	⁽¹⁾		0


				$	0		$	10,979




Preferred Stocks


Environmental Systems Products Holdings, Inc., Series A	10/25/07		569	$	9,957		$	65,759


				$	9,957		$	65,759


Total Restricted Securities				$	9,957		$	76,738


(1)		Less than $0.50.

6 Financial Instruments

A summary of obligations under these financial instruments at October 31, 2010 is as follows:

Forward Foreign Currency Exchange Contracts

Purchases

Net

Settlement

Unrealized

Date

In Exchange For

Deliver

Counterparty

Appreciation

11/30/10

British Pound
Sterling
475,500

United States Dollar
751,105

State Street Bank

10,658

11/30/10

Euro
3,435,642

United States Dollar
4,734,933

State Street Bank

45,223

55,881

Sales

Net

Settlement

Unrealized

Date

Deliver

In Exchange For

Counterparty

Depreciation

11/30/10

British Pound
Sterling
32,539,460

United States Dollar
51,399,656

State Street Bank

(729,349

)

11/30/10

Euro
93,068,395

United States Dollar
128,265,001

State Street Bank

(1,225,034

)

11/30/10

Euro
1,625,000

United States Dollar
2,255,386

State Street Bank

(5,546

)

(1,959,929

)

At October 31, 2010, the Portfolio had sufficient cash and/or securities to cover commitments under these contracts.


	Fair Value
Derivative	Asset Derivative⁽¹⁾		Liability Derivative⁽²⁾

Forward foreign currency exchange contracts	$	55,881	$	(1,959,929	)


(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.

Senior Debt Portfolio as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS CONT’D


			Change in
			Unrealized
	Realized Gain		Appreciation
	(Loss) on		(Depreciation) on
	Derivatives		Derivatives
	Recognized in		Recognized in
Derivative	Income⁽¹⁾		Income⁽²⁾

Forward foreign currency exchange contracts	$	10,207,592	$	(2,157,657	)


(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.

7 Revolving Credit 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 $400 million 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% per annum on its outstanding borrowings to administer the facility and a commitment fee of 0.50% per annum on the amount of the facility. Program and commitment fees for the year ended October 31, 2010 totaled $4,737,674 and are included in interest expense in the Statement of Operations. Also included in interest expense is $1,120,880 of amortization of previously paid renewal fees related to the period from November 1, 2009 through February 10, 2010, the date the Agreement was renewed. 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 $250,000 remains outstanding at October 31, 2010. 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, 2010, the Portfolio had borrowings outstanding under the Agreement of $360,000,000 at an interest rate of 0.32%. The carrying amount of the borrowings at October 31, 2010 approximated its fair value. For the year ended October 31, 2010, the average borrowings under the Agreement and the average interest rate were $356,369,863 and 0.34%, respectively.

8 Risks Associated with Foreign Investments

9 Credit Risk

10 Fair Value Measurements

Under generally accepted accounting principles for fair value measurements, a three-tier hierarchy to prioritize the assumptions, referred to as inputs, is used in valuation

Senior Debt Portfolio as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS CONT’D

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, 2010, the inputs used in valuing the Portfolio’s investments, which are carried at value, were as follows:


	Quoted
	Prices in
	Active		Significant
	Markets for		Other			Significant
	Identical		Observable			Unobservable
	Assets		Inputs			Inputs

Asset Description	(Level 1)		(Level 2)			(Level 3)		Total

Senior Floating-Rate Interests (Less Unfunded Loan Commitments)	$	—	$	1,624,654,764		$	1,517,576	$	1,626,172,340
Corporate Bonds & Notes		—		35,288,891			74,220		35,363,111
Asset-Backed Securities		—		1,767,715			—		1,767,715
Common Stocks		109,228		19,076,158			1,380,581		20,565,967
Preferred Stocks		—		—			65,759		65,759
Warrants		—		15,050			—		15,050
Short-Term Investments		—		33,491,013			—		33,491,013


Net Investments	$	109,228	$	1,714,293,591		$	3,038,136	$	1,717,440,955


Forward Foreign Currency Exchange Contracts	$	—	$	55,881		$	—	$	55,881


Total	$	109,228	$	1,714,349,472		$	3,038,136	$	1,717,496,836



Liability Description


Forward Foreign Currency Exchange Contracts	$	—	$	(1,959,929	)	$	—	$	(1,959,929	)


Total	$	—	$	(1,959,929	)	$	—	$	(1,959,929	)

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


	Investments
	in Senior			Investments in
	Floating-			Corporate			Investments			Investments
	Rate			Bonds &			in Common			in Preferred
	Interests			Notes			Stocks			Stocks			Total

Balance as of October 31, 2009	$	2,494,862		$	309,480		$	616,321		$	45,520		$	3,466,183
Realized gains (losses)		(1,372,485	)		—			—			(217,432	)		(1,589,917	)
Change in net unrealized appreciation (depreciation)*		(194,244	)		(284,971	)		29,045			237,671			(212,499	)
Net purchases (sales)		(727,242	)		47,700			947,333			—			267,791
Accrued discount (premium)		8,224			2,011			—			—			10,235
Net transfers to (from) Level 3		1,308,461			—			(212,118	)		—			1,096,343


Balance as of October 31, 2010	$	1,517,576		$	74,220		$	1,380,581		$	65,759		$	3,038,136


Change in net unrealized appreciation (depreciation) on investments still held as of October 31, 2010*	$	(347,410	)	$	(284,971	)	$	29,045		$	20,239		$	(583,097	)


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

Senior Debt Portfolio as of October 31, 2010

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, 2010, 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, 2010, 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, 2010, 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 21, 2010

Eaton Vance Floating-Rate Advantage Fund

BOARD OF TRUSTEES’ CONTRACT APPROVAL

Overview of the Contract Review Process

Information about Fees, Performance and Expenses


	•	An independent report comparing the advisory and related fees paid by each fund with fees paid by comparable funds;
	•	An independent report comparing each fund’s total expense ratio and its components to comparable funds;
	•	An independent report comparing the investment performance of each fund (including yield where relevant) to the investment performance of comparable funds over various time periods;
	•	Data regarding investment performance in comparison to relevant peer groups of similarly managed funds and appropriate indices;
	•	For each fund, comparative information concerning the fees charged and the services provided by each adviser in managing other mutual funds and institutional accounts using investment strategies and techniques similar to those used in managing such fund;
	•	Profitability analyses for each adviser with respect to each fund;

Information about Portfolio Management


	•	Descriptions of the investment management services provided to each fund, including the investment strategies and processes employed, and any changes in portfolio management processes and personnel;
	•	Information concerning the allocation of brokerage and the benefits received by each adviser as a result of brokerage allocation, including information concerning the acquisition of research through “soft dollar” benefits received in connection with the funds’ brokerage, and the implementation of a soft dollar reimbursement program established with respect to the funds;
	•	Data relating to portfolio turnover rates of each fund;
	•	The procedures and processes used to determine the fair value of fund assets and actions taken to monitor and test the effectiveness of such procedures and processes;

Information about each Adviser


	•	Reports detailing the financial results and condition of each adviser;
	•	Descriptions of the qualifications, education and experience of the individual investment professionals whose responsibilities include portfolio management and investment research for the funds, and information relating to their compensation and responsibilities with respect to managing other mutual funds and investment accounts;
	•	Copies of the Codes of Ethics of each adviser and its affiliates, together with information relating to compliance with and the administration of such codes;
	•	Copies of or descriptions of each adviser’s policies and procedures relating to proxy voting, the handling of corporate actions and class actions;
	•	Information concerning the resources devoted to compliance efforts undertaken by each adviser and its affiliates on behalf of the funds (including descriptions of various compliance programs) and their record of compliance with investment policies and restrictions, including policies with respect to market-timing, late trading and selective portfolio disclosure, and with policies on personal securities transactions;
	•	Descriptions of the business continuity and disaster recovery plans of each adviser and its affiliates;
	•	A description of Eaton Vance Management’s procedures for overseeing third party advisers and sub-advisers;

Other Relevant Information


	•	Information concerning the nature, cost and character of the administrative and other non-investment management services provided by Eaton Vance Management and its affiliates;
	•	Information concerning management of the relationship with the custodian, subcustodians and fund accountants by each adviser or the funds’ administrator; and
	•	The terms of each advisory agreement.

Eaton Vance Floating-Rate Advantage Fund

BOARD OF TRUSTEES’ CONTRACT APPROVAL CONT’D

Results of the Process

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 methods of the Adviser to recruit and retain investment personnel, and the time and attention devoted to the Portfolio by senior management.

Eaton Vance Floating-Rate Advantage Fund

BOARD OF TRUSTEES’ CONTRACT APPROVAL CONT’D

Fund Performance

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 management fees and the Fund’s total expense ratio of the Fund for the year ended September 30, 2009, as compared to a group of similarly managed funds selected by an independent data provider. In considering the Fund’s total expense ratio and management fees, the Board noted the impact of the Fund’s use of leverage. The Board also considered factors that had an impact on Fund expense ratios, as identified by management in response to inquiries from the Contract Review Committee, as well as actions being taken to reduce expenses at the fund complex level.

Profitability

The Board reviewed the level of profits realized by the Adviser and relevant affiliates thereof in providing investment advisory and administrative services 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, 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 and the Portfolio, 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.

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

Principal Occupation(s)

in Fund Complex

Name and

Trust and

Length of

During Past Five Years and

Overseen By

Other Directorships Held

Year of Birth

the Portfolio

Service

Other Relevant Experience

Trustee⁽¹⁾

During the Last Five Years⁽²⁾

Interested Trustee

Thomas E. Faust Jr.
1958

Trustee and
President of
the Trust

Trustee since 2007 and President of the Trust since 2002

184

Director of EVC.

Noninterested Trustees

Benjamin C. Esty
1963

Trustee

Since 2005

Roy and Elizabeth Simmons Professor of Business Administration and Finance Unit Head, Harvard University Graduate School of Business Administration.

184

None

Allen R. Freedman
1940

Trustee

Since 2007

184

Director of Assurant, Inc. (insurance provider) and Stonemor Partners, L.P. (owner and operator of cemeteries).

William H. Park
1947

Trustee

Since 2003

184

None

Ronald A. Pearlman
1940

Trustee

Since 2003

184

None

Helen Frame Peters
1948

Trustee

Since 2008

184

Eaton Vance Floating-Rate Advantage Fund

MANAGEMENT AND ORGANIZATION CONT’D

Position(s)

Term of

Number of Portfolios

with the

Office and

Principal Occupation(s)

in Fund Complex

Name and

Trust and

Length of

During Past Five Years and

Overseen By

Other Directorships Held

Year of Birth

the Portfolio

Service

Other Relevant Experience

Trustee⁽¹⁾

During the Last Five Years⁽²⁾

Noninterested Trustees (continued)

Lynn A. Stout
1957

Trustee

Since 1998

184

None

Ralph F. Verni
1943

Chairman of
the Board
and Trustee

Chairman of the Board since 2007 and Trustee since 2005

184

None

Principal Officers who are not Trustees


	Position(s)	Term of
	with the	Office and
Name and	Trust and	Length of	Principal Occupation(s)
Year of Birth	the Portfolio	Service	During Past Five Years


William H. Ahern, Jr. 1959	Vice President of the Trust	Since 1995	Vice President of EVM and BMR. Officer of 80 registered investment companies managed by EVM or BMR.

John R. Baur 1970	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 was an Account Team Representative in Singapore for Applied Materials, Inc. Officer of 37 registered investment companies managed by EVM or BMR.

Maria C. Cappellano 1967	Vice President of the Trust	Since 2009	Vice President of EVM and BMR. Officer of 49 registered investment companies managed by EVM or BMR.

Michael A. Cirami 1975	Vice President of the Trust	Since 2008	Vice President of EVM and BMR. Officer of 37 registered investment companies managed by EVM or BMR.

Cynthia J. Clemson 1963	Vice President of the Trust	Since 2005	Vice President of EVM and BMR. Officer of 96 registered investment companies managed by EVM or BMR.

John H. Croft 1962	Vice President of the Trust	Since 2010	Vice President of EVM and BMR. Officer of 38 registered investment companies managed by EVM or BMR.

Charles B. Gaffney 1972	Vice President of the Trust	Since 2007	Director of Equity Research and a Vice President of EVM and BMR. Officer of 33 registered investment companies managed by EVM or BMR.

Christine M. Johnston 1972	Vice President of the Trust	Since 2007	Vice President of EVM and BMR. Officer of 40 registered investment companies managed by EVM or BMR.

Aamer Khan 1960	Vice President of the Trust	Since 2005	Vice President of EVM and BMR. Officer of 36 registered investment companies managed by EVM or BMR.

Thomas H. Luster 1962	Vice President of the Trust	Since 2006	Vice President of EVM and BMR. Officer of 55 registered investment companies managed by EVM or BMR.

Scott H. Page 1959	President of the Portfolio	Since 2002	Vice President of EVM and BMR. Officer of 10 registered investment companies managed by EVM or BMR.

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)
Year of Birth	the Portfolio	Service	During Past Five Years


Principal Officers who are not Trustees (continued)

Jeffrey A. Rawlins 1961	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 33 registered investment companies managed by EVM or BMR.

Duncan W. Richardson 1957	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 1963	Vice President of the Portfolio	Since 2007	Vice President of EVM and BMR. Officer of 5 registered investment companies managed by EVM or BMR.

Judith A. Saryan 1954	Vice President of the Trust	Since 2003	Vice President of EVM and BMR. Officer of 54 registered investment companies managed by EVM or BMR.

Susan Schiff 1961	Vice President of the Trust	Since 2002	Vice President of EVM and BMR. Officer of 38 registered investment companies managed by EVM or BMR.

Thomas Seto 1962	Vice President of the Trust	Since 2007	Vice President and Director of Portfolio Management of Parametric. Officer of 33 registered investment companies managed by EVM or BMR.

David M. Stein 1951	Vice President of the Trust	Since 2007	Managing Director and Chief Investment Officer of Parametric. Officer of 33 registered investment companies managed by EVM or BMR.

Eric A. Stein 1980	Vice President of the Trust	Since 2009	Vice President of EVM and BMR. Originally joined EVM in July 2002. Prior to re-joining EVM in September 2008, Mr. Stein worked at the Federal Reserve Bank of New York (2007-2008) and attended business school in Chicago, Illinois. Officer of 34 registered investment companies managed by EVM or BMR.

Dan R. Strelow 1959	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 33 registered investment companies managed by EVM or BMR.

Mark S. Venezia 1949	Vice President of the Trust	Since 2007	Vice President of EVM and BMR. Officer of 40 registered investment companies managed by EVM or BMR.

Adam A. Weigold 1975	Vice President of the Trust	Since 2007	Vice President of EVM and BMR. Officer of 73 registered investment companies managed by EVM or BMR.

Barbara E. Campbell 1957	Treasurer	Treasurer of the Trust since 2005 and of the Portfolio since 2008	Vice President of EVM and BMR. Officer of 184 registered investment companies managed by EVM or BMR.

Maureen A. Gemma 1960	Secretary and Chief Legal Officer	Secretary since 2007 and Chief Legal Officer since 2008	Vice President of EVM and BMR. Officer of 184 registered investment companies managed by EVM or BMR.

Paul M. O’Neil 1953	Chief Compliance Officer	Since 2004	Vice President of EVM and BMR. Officer of 184 registered investment companies managed by EVM or BMR.


(1)		Includes both master and feeder funds in a master-feeder structure.

(2)		During their respective tenures, the Trustees also served as trustees of one or more of the following Eaton Vance funds (which operated in the years noted): Eaton Vance Credit Opportunities Fund (launched in 2005 and terminated in 2010); Eaton Vance Insured Florida Plus Municipal Bond Fund (launched in 2002 and terminated in 2009); and Eaton Vance National Municipal Income Fund (launched in 1998 and terminated in 2009).

This Page Intentionally Left Blank

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

BNY Mellon Asset 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


3232-12/10	FRASRC

IMPORTANT NOTICES


	•	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 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. Our Privacy Policy only applies 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.

Portfolio Holdings. Each Eaton Vance Fund and its underlying Portfolio(s) (if applicable) will file a schedule of its 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).

Eaton Vance Build America Bond Fund as of October 31, 2010
MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE

Economic and Market Conditions

Craig Brandon, CFA
Portfolio Manager

Cynthia Clemson, CFA
Portfolio Manager

•

There was significant movement in all but the shortest yields on the U.S. Treasury curve during the year, the most significant coming in the 3- to 10-year portion of the curve, where there was a decline in yields of between 80 basis points (0.80%) and 115 basis points (1.15%).

•

Demand for Build America Bonds was generally strong throughout the period. While there was an abundance of new issues of these taxable municipal securities being offered at attractive rates of return, demand kept pace with the issuance. Demand was driven not only by attractive new issue opportunities, but also by the forward-looking uncertainty regarding the continuation of the Build America Bond program, which is scheduled to terminate at year end 2010. Bond prices moved higher for most of the period in response to the heavy demand, but ran out of steam and traded lower at the end of the period, particularly within the higher credit-quality sector. Toward the end of the 12-months, however, bonds at the high end of the credit-quality spectrum traded down somewhat as investors seemed to judge them as expensive compared with lower credit-quality bonds.

Management Discussion

•

From the date of its commencement of operations on November 17, 2009, through October 31, 2010, the Eaton Vance Build America Bond Fund¹ outperformed its benchmark, the Barclays Capital U.S. Aggregate Local Authorities Index (the Index). Several factors contributed to this excess performance versus the Index. As a new asset class, Build America Bonds offered investors, such as this Fund, an attractive risk-reward premium for entering this new asset class. As the market developed, the premium was tempered; however, the premium helped the Fund outpace the Index, because the Index is not composed entirely of Build America Bonds.

•

The Fund’s concentration in issues at the high end of the credit-quality spectrum also contributed to its

Total Return Performance
11/17/09 – 10/31/10




Class A³	12.64	%
Class C³	11.91
Class I³	12.81
Barclays Capital U.S. Aggregate Local Authorities Index²	6.85

See page 3 for more performance information.


¹		The Fund currently invests in a separate registered investment company, Build America Bond 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 commissions or expenses that would have been incurred if an investor individually purchased or sold the securities represented in the Index.

³		Returns are cumulative since share class inception and 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. Absent a contractual reimbursement by the administrator of the Fund, the returns would be lower. Class I shares are offered at net asset value.

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. 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.

Eaton Vance Build America Bond Fund as of October 31, 2010
MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE

solid performance during the year, as high-quality Build America Bonds performed very well for most of the period. In the closing months of the fiscal year, however, these bonds gave back a portion of their earlier gains, thus diminishing some of the Fund’s overall performance.

•		A further upside contribution to the Fund’s relative outperformance came from its selective purchases of some issues that were not contained in the Index. These out-of-index purchases were made because management deemed the issues to offer better relative value, and their subsequent price appreciation helped the Fund outperform.

•		At the end of October 2010, the Fund was invested solely in securities rated A or higher, with approximately 90% rated AAA or AA. The top sectors in terms of concentration were general obligations, water and sewer, and transportation bonds.

•		The Fund takes a relative-value approach. This means that management examines individual bonds to evaluate whether they represent good relative value compared with other bonds in the marketplace. Although Build America Bonds are generally high-quality, management believes research is crucial to understanding relative value. Employing a bottom-up process, management has sought to diversify across different states, sectors and issuers. However, the very legislation that created Build America Bonds made this asset class more concentrated than the traditional municipal market.

•		Going forward, management recognizes that state and local governments face significant budget deficits and challenges surrounding pension reform. These deficits were amplified during the past two years by steep declines in tax revenues. Management will continue to monitor new developments, including those affecting the longevity of the Build America Bond program. Management also will maintain a long-term perspective as it manages the Fund with the same income-focused, relative value approach Eaton Vance has always employed. Eaton Vance believes this approach will serve investors well over the long term.

Fund Statistics




•	Number of Issues:		74
•	Average Maturity:	27.5		years
•	Average Effective Maturity:	22.5		years
•	Average Dollar Price:	$ 104.61

Portfolio Composition¹

Diversification by Sectors

By total investments

Rating Distribution

By total investments


¹		As a percentage of the Portfolio’s total investments as of 10/31/10. Ratings are based on Moody’s, S&P or Fitch, as applicable. Credit ratings are based largely on the rating agency’s investment analysis at the time of rating and the rating assigned to any particular security is not necessarily a reflection of 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. If securities are rated differently by the rating agencies, the higher rating is applied.

Eaton Vance Build America Bond Fund as of October 31, 2010
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. Aggregate Local Authorities Index, the local government component of the Barclays Capital U.S. Aggregate Bond Index, which is an unmanaged index of domestic investment-grade bonds. The lines on the graph represent the total returns of a hypothetical investment of $10,000 in each of Class A of the Fund and in the Barclays Capital U.S. Aggregate Local Authorities 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 C			Class I
Share Class Symbol	EBABX			ECBAX			EIBAX

Cumulative Total Returns (at net asset value)
Life of Fund^†		12.64	%		11.91	%		12.81	%

SEC Cumulative Total Returns (including sales charge or applicable CDSC)
Life of Fund^†		7.27	%		10.91	%		12.81	%


^†		Inception Dates – Class A: 11/17/09; Class C: 11/17/09; Class I: 11/17/09. Returns are cumulative since inception of each share class.


Total Annual
Operating Expenses²	Class A			Class C			Class I

Gross Expense Ratio		1.15	%		1.90	%		0.90	%
Net Expense Ratio		0.95			1.70			0.70


Distribution Rates/Yields	Class A			Class C			Class I

Distribution Rate³		4.50	%		3.69	%		4.77	%
SEC 30-Day Yield⁴		4.33			3.67			4.81

Index Performance⁵ (Cumulative Total Return 11/17/09 — 10/31/10)


Barclays Capital U.S. Aggregate Local Authorities Index			6.85	%


*		Source: Lipper, Inc. Class A of the Fund commenced investment operations on 11/17/09.

		A $10,000 hypothetical investment at net asset value in Class C shares and Class I shares on 11/17/09 (commencement of operations) would have been valued at $11,191 ($11,091 after deduction of the applicable contingent deferred sales charge) and $11,281, respectively, on 10/31/10. 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. Absent a reduction of expenses by the investment adviser and administrator, the returns would have been lower. Index returns are available as of month end only.



¹		Cumulative 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. Class I shares are offered at net asset value. The SEC Cumulative Total Return for Class A shares reflects the maximum 4.75% sales charge. The SEC Cumulative Total Return for Class C shares reflects a 1% CDSC for the first year. ²Source: Prospectus dated 11/17/09. Net Expense Ratio reflects a contractual expense limitation that continues through February 28, 2013. Thereafter, the expense limitation may be changed or terminated at any time. Without this expense limitation, performance would have been lower. ³The 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. ⁴The 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 that result. ⁵ 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.

Eaton Vance Build America Bond Fund as of October 31, 2010

FUND EXPENSES

Eaton Vance Build America Bond Fund


	Beginning Account Value		Ending Account Value		Expenses Paid During Period*
	(5/1/10)		(10/31/10)		(5/1/10 – 10/31/10)


Actual
Class A		$1,000.00		$1,058.20		$4.93	**
Class C		$1,000.00		$1,054.10		$8.80	**
Class I		$1,000.00		$1,059.60		$3.63	**





Hypothetical
(5% return per year before expenses)
Class A		$1,000.00		$1,020.40		$4.84	**
Class C		$1,000.00		$1,016.60		$8.64	**
Class I		$1,000.00		$1,021.70		$3.57	**


	*	Expenses are equal to the Fund’s annualized expense ratio of 0.95% for Class A shares, 1.70% for Class C shares and 0.70% 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, 2010. The Example reflects the expenses of both the Fund and the Portfolio.

	**	Absent an allocation of certain expenses to affiliates, expenses would be higher.

Eaton Vance Build America Bond Fund as of October 31, 2010

FINANCIAL STATEMENTS

Statement of Assets and Liabilities


As of October 31, 2010

Assets

Investment in Build America Bond Portfolio, at value (identified cost, $52,482,380)	$	52,864,273
Receivable for Fund shares sold		1,346,938
Receivable from affiliate		8,096


Total assets	$	54,219,307





Liabilities

Payable for Fund shares redeemed	$	269,049
Distributions payable		25,914
Payable to affiliates:
Distribution and service fees		16,080
Trustees’ fees		42
Accrued expenses		42,828


Total liabilities	$	353,913


Net Assets	$	53,865,394





Sources of Net Assets

Paid-in capital	$	53,478,168
Accumulated net realized loss from Portfolio		(4,536	)
Accumulated undistributed net investment income		9,869
Net unrealized appreciation from Portfolio		381,893


Total	$	53,865,394





Class A Shares

Net Assets	$	26,861,624
Shares Outstanding		2,478,016
Net Asset Value and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	10.84
Maximum Offering Price Per Share
(100 ¸ 95.25 of net asset value per share)	$	11.38





Class C Shares

Net Assets	$	13,002,805
Shares Outstanding		1,199,998
Net Asset Value and Offering Price Per Share*
(net assets ¸ shares of beneficial interest outstanding)	$	10.84





Class I Shares

Net Assets	$	14,000,965
Shares Outstanding		1,291,482
Net Asset Value, Offering Price and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	10.84

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 Period Ended
October 31, 2010⁽¹⁾

Investment Income

Interest allocated from Portfolio	$	1,038,760
Expenses allocated from Portfolio		(135,095	)


Total investment income from Portfolio	$	903,665





Expenses

Distribution and service fees
Class A	$	29,847
Class C		43,699
Trustees’ fees and expenses		542
Custodian fee		10,172
Transfer and dividend disbursing agent fees		17,429
Legal and accounting services		25,600
Printing and postage		12,613
Registration fees		89,365
Miscellaneous		10,178


Total expenses	$	239,445


Deduct —
Allocation of expenses to affiliate	$	163,040


Total expense reductions	$	163,040



Net expenses	$	76,405



Net investment income	$	827,260





Realized and Unrealized Gain (Loss) from Portfolio

Net realized gain (loss) —
Investment transactions	$	11,130


Net realized gain	$	11,130


Change in unrealized appreciation (depreciation) —
Investments	$	381,893


Net change in unrealized appreciation (depreciation)	$	381,893



Net realized and unrealized gain	$	393,023



Net increase in net assets from operations	$	1,220,283


⁽¹⁾	For the period from the start of business, November 17, 2009, to October 31, 2010.

See notes to financial statements

Eaton Vance Build America Bond Fund as of October 31, 2010

FINANCIAL STATEMENTS CONT’D

Statement of Changes in Net Assets


	Period Ended
Increase (Decrease) in Net Assets	October 31, 2010⁽¹⁾

From operations —
Net investment income	$	827,260
Net realized gain from investment transactions		11,130
Net change in unrealized appreciation (depreciation) from investments		381,893


Net increase in net assets from operations	$	1,220,283


Distributions to shareholders —
From net investment income
Class A	$	(536,506	)
Class C		(159,496	)
Class I		(145,536	)


Total distributions to shareholders	$	(841,538	)


Transactions in shares of beneficial interest —
Proceeds from sale of shares
Class A	$	33,269,028
Class C		13,346,970
Class I		15,388,845
Net asset value of shares issued to shareholders in payment of distributions declared
Class A		476,933
Class C		130,107
Class I		67,173
Cost of shares redeemed
Class A		(7,456,060	)
Class C		(559,655	)
Class I		(1,176,692	)


Net increase in net assets from Fund share transactions	$	53,486,649



Net increase in net assets	$	53,865,394





Net Assets

At beginning of period	$	—


At end of period	$	53,865,394





Accumulated undistributed net investment income included in net assets

At end of period	$	9,869


⁽¹⁾	For the period from the start of business, November 17, 2009, to October 31, 2010.

See notes to financial statements

Eaton Vance Build America Bond Fund as of October 31, 2010

FINANCIAL STATEMENTS CONT’D

Financial Highlights


	Class A
	Period Ended
	October 31, 2010⁽¹⁾

Net asset value — Beginning of period	$	10.000





Income (Loss) From Operations

Net investment income⁽²⁾	$	0.455
Net realized and unrealized gain		0.796


Total income from operations	$	1.251





Less Distributions

From net investment income	$	(0.411	)


Total distributions	$	(0.411	)



Net asset value — End of period	$	10.840



Total Return⁽³⁾		12.64	%⁽⁴⁾





Ratios/Supplemental Data

Net assets, end of period (000’s omitted)	$	26,862
Ratios (as a percentage of average daily net assets):
Expenses⁽⁵⁾		0.95	%⁽⁶⁾⁽⁷⁾
Net investment income		4.38	%⁽⁶⁾
Portfolio Turnover of Portfolio		1	%⁽⁴⁾


(1)		For the period from the start of business, November 17, 2009, to October 31, 2010.

(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 investment adviser of the Portfolio and administrator subsidized certain operating expenses equal to 1.16% of average daily net assets for the period from the start of business, November 17, 2009, to October 31, 2010.

See notes to financial statements

Eaton Vance Build America Bond Fund as of October 31, 2010

FINANCIAL STATEMENTS CONT’D

Financial Highlights


	Class C
	Period Ended
	October 31, 2010⁽¹⁾

Net asset value — Beginning of period	$	10.000





Income (Loss) From Operations

Net investment income⁽²⁾	$	0.371
Net realized and unrealized gain		0.819


Total income from operations	$	1.190





Less Distributions

From net investment income	$	(0.350	)


Total distributions	$	(0.350	)



Net asset value — End of period	$	10.840



Total Return⁽³⁾		11.91	%⁽⁴⁾





Ratios/Supplemental Data

Net assets, end of period (000’s omitted)	$	13,003
Ratios (as a percentage of average daily net assets):
Expenses⁽⁵⁾		1.70	%⁽⁶⁾⁽⁷⁾
Net investment income		3.56	%⁽⁶⁾
Portfolio Turnover of Portfolio		1	%⁽⁴⁾


(1)		For the period from the start of business, November 17, 2009, to October 31, 2010.

(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 investment adviser of the Portfolio and administrator subsidized certain operating expenses equal to 1.16% of average daily net assets for the period from the start of business, November 17, 2009, to October 31, 2010.

See notes to financial statements

Eaton Vance Build America Bond Fund as of October 31, 2010

FINANCIAL STATEMENTS CONT’D

Financial Highlights


	Class I
	Period Ended
	October 31, 2010⁽¹⁾

Net asset value — Beginning of period	$	10.000





Income (Loss) From Operations

Net investment income⁽²⁾	$	0.460
Net realized and unrealized gain		0.808


Total income from operations	$	1.268





Less Distributions

From net investment income	$	(0.428	)


Total distributions	$	(0.428	)



Net asset value — End of period	$	10.840



Total Return⁽³⁾		12.81	%⁽⁴⁾





Ratios/Supplemental Data

Net assets, end of period (000’s omitted)	$	14,001
Ratios (as a percentage of average daily net assets):
Expenses⁽⁵⁾		0.70	%⁽⁶⁾⁽⁷⁾
Net investment income		4.45	%⁽⁶⁾
Portfolio Turnover of Portfolio		1	%⁽⁴⁾


(1)		For the period from the start of business, November 17, 2009, to October 31, 2010.

(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 investment adviser of the Portfolio and administrator subsidized certain operating expenses equal to 1.16% of average daily net assets for the period from the start of business, November 17, 2009, to October 31, 2010.

See notes to financial statements

Eaton Vance Build America Bond Fund as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS

1 Significant Accounting Policies

Eaton Vance Build America Bond 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 commenced operations on November 17, 2009. 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 Build America Bond Portfolio (the Portfolio), a Massachusetts business 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 (99.8% at October 31, 2010). 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 Investment 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.

As of October 31, 2010, the Fund had no uncertain tax positions that would require financial statement recognition, de-recognition, or disclosure. The Fund’s initial period of operations from November 17, 2009 to October 31, 2010 remains subject to examination by the Internal Revenue Service.

Eaton Vance Build America Bond Fund as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS CONT’D

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.

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

2 Distributions to Shareholders


	Period Ended
	October 31, 2010


Distributions declared from:
Ordinary income	$	841,538

During the period ended October 31, 2010, accumulated net realized gain was decreased by $15,666, paid-in capital was decreased by $8,481 and accumulated distributions in excess of net investment income was decreased by $24,147 due to differences between book and tax accounting, primarily for amortization of premium 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, 2010, the components of distributable earnings (accumulated losses) and unrealized appreciation (depreciation) on a tax basis were as follows:


Undistributed ordinary income	$	46,836
Net unrealized appreciation	$	366,304
Other temporary differences	$	(25,914	)

The differences between components of distributable earnings (accumulated loss) 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 and amortization of premium.

3 Transactions 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 has agreed to reimburse the Fund’s operating expenses to the extent that they exceed 0.95%, 1.70% and 0.70% 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, 2013. Pursuant to this agreement, EVM was allocated $163,040 of the Fund’s operating expenses for the period ended October 31, 2010. 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 period ended October 31, 2010, EVM earned $590 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 $72,534 as its portion of the sales charge on sales of Class A shares for the period ended October 31, 2010. 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).

4 Distribution Plans

Eaton Vance Build America Bond Fund as of October 31, 2010

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 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 period ended October 31, 2010, the Fund paid or accrued to EVD $32,794 for Class C shares representing 0.75% (annualized) of the average daily net assets of Class C shares. At October 31, 2010, the amount of Uncovered Distribution Charges of EVD calculated under the Class C Plan was approximately $785,000.

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 period ended October 31, 2010 amounted to $10,905 for Class C shares.

5 Contingent 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 period ended October 31, 2010, the Fund was informed that EVD received approximately $1,000 of CDSCs paid by Class C shareholders and no CDSCs paid by Class A shareholders.

6 Investment Transactions

For the period ended October 31, 2010, increases and decreases in the Fund’s investment in the Portfolio aggregated $56,993,005 and $5,425,421, respectively.

7 Shares of Beneficial Interest


	Period Ended
Class A	October 31, 2010⁽¹⁾

Sales		3,116,228
Issued to shareholders electing to receive payments of distributions in Fund shares		43,491
Redemptions		(681,703	)


Net increase		2,478,016




	Period Ended
Class C	October 31, 2010⁽¹⁾

Sales		1,239,315
Issued to shareholders electing to receive payments of distributions in Fund shares		11,851
Redemptions		(51,168	)


Net increase		1,199,998




	Period Ended
Class I	October 31, 2010⁽¹⁾

Sales		1,392,224
Issued to shareholders electing to receive payments of distributions in Fund shares		6,139
Redemptions		(106,881	)


Net increase		1,291,482


(1)		For the period from the start of business, November 17, 2009, to October 31, 2010.

Eaton Vance Build America Bond Fund as of October 31, 2010

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Trustees of Eaton Vance Mutual Funds Trust and Shareholders of Eaton Vance Build America Bond Fund:

We have audited the accompanying statement of assets and liabilities of Eaton Vance Build America Bond Fund (the “Fund”) (one of the funds constituting Eaton Vance Mutual Funds Trust), as of October 31, 2010, and the related statement of operations, the statement of changes in net assets, and the financial highlights for the period from the start of business, November 17, 2009, to October 31, 2010. 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 audit.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Eaton Vance Build America Bond Fund as of October 31, 2010, and the results of its operations, the changes in its net assets, and the financial highlights for the period from the start of business, November 17, 2009, to October 31, 2010, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 15, 2010

Eaton Vance Build America Bond Fund as of October 31, 2010

FEDERAL TAX INFORMATION (Unaudited)

Build America Bond Portfolio as of October 31, 2010

PORTFOLIO OF INVESTMENTS


Taxable Municipal Securities — 99.1%⁽¹⁾

Principal Amount
(000’s omitted)		Security	Value



Education — 5.2%

$	75	University of Michigan, 5.513%, 4/1/30	$	81,306
	125	University of Minnesota, 5.768%, 2/1/30		129,141
	200	University of Texas, 5.262%, 7/1/39		205,756
	1,875	University of Texas, 6.276%, 8/15/41		2,007,582
	260	University of Virginia, 6.20%, 9/1/39		307,806


			$	2,731,591




General Obligations — 25.2%

$	140	California, 7.55%, 4/1/39	$	147,286
	125	California, 7.95%, 3/1/36		131,640
	100	Chicago, IL, 6.207%, 1/1/36		98,142
	1,025	Commonwealth of Massachusetts, 5.456%, 12/1/39		1,063,284
	740	Connecticut, 5.632%, 12/1/29		778,273
	1,000	County of Forsyth, NC, 5.166%, 4/1/30		1,020,600
	250	Dallas, TX, 5.613%, 2/15/30		265,927
	1,000	Denton County, TX, 5.968%, 7/15/35		1,041,220
	75	Denver, CO, City & County School District No. 1, 5.664%, 12/1/33		79,443
	1,000	Detroit, MI, City School District, 7.747%, 5/1/39		1,121,300
	150	Florida State Board of Education, 5.90%, 6/1/39		153,869
	125	Hawaii, 5.53%, 2/1/30		131,690
	250	Howard, MD, 5.55%, 2/15/30		274,397
	250	Kauai, HI, 5.763%, 8/1/33		265,550
	1,000	Metropolitan Government of Nashville and Davidson County, TN, 5.707%, 7/1/34		1,047,660
	760	Montgomery County, PA, 6.03%, 9/1/39		806,717
	75	New Hampshire, 5.50%, 3/1/29		81,446
	1,470	New York, NY, 5.985%, 12/1/36		1,512,057
	100	Norfolk, VA, 5.962%, 3/1/31		106,967
	215	Ohio, 5.462%, 9/1/30		230,489
	200	Oxford, MI, 6.50%, 5/1/39		203,256
	800	Santa Monica, CA, Community College District, 6.763%, 8/1/34		836,672
	400	Southwest Regional Sanitary Sewer & Water Authority, MI, 6.50%, 4/1/40		411,312
	250	Texas, 5.517%, 4/1/39		270,687
	1,000	Washington, 5.09%, 8/1/33		994,190
	275	Washington, 5.481%, 8/1/39		282,650


			$	13,356,724



Hospital — 1.5%

$	250	King County, WA, Public Hospital District No. 1, 7.90%, 6/15/30	$	255,157
	500	King County, WA, Public Hospital District No. 1, 8.00%, 6/15/40		512,385


			$	767,542




Insured-Electric Utilities — 0.5%

$	250	Kentucky Municipal Power Agency, (AGC), 6.49%, 9/1/37	$	261,055


			$	261,055




Lease Revenue / Certificates of Participation — 4.4%

$	1,525	New Jersey Transportation Trust Fund Authority, 6.561%, 12/15/40	$	1,638,948
	500	Oregon Department of Administrative Services, 6.18%, 5/1/35		514,100
	150	Virginia Public Building Authority, Public Facilities Revenue, 5.75%, 8/1/30		154,960


			$	2,308,008




Other Revenue — 1.0%

$	250	Battery Park City Authority, NY, 6.375%, 11/1/39	$	258,733
	250	Florida State Board of Education, 6.584%, 7/1/29		267,225


			$	525,958




Public Power / Electric Utilities — 9.6%

$	1,000	Indiana Municipal Power Agency, 5.594%, 1/1/42	$	971,770
	1,015	Municipal Electric Authority of Georgia, 6.655%, 4/1/57		1,039,248
	1,000	Nebraska Public Power District, 5.323%, 1/1/30		991,740
	500	Orlando, FL, Utilities Commission, 5.662%, 10/1/40		530,890
	1,500	San Antonio, TX, Electric & Gas Revenue, 6.168%, 2/1/41		1,576,215


			$	5,109,863




Special Tax Revenue — 12.9%

$	1,045	Central Puget Sound Regional Transportation Authority, WA, Sales & Use Tax Revenue, 5.491%, 1/1/39	$	1,104,879
	200	District of Columbia, 5.591%, 12/1/34		211,258
	980	Massachusetts School Building Authority, 5.715%, 8/15/39		1,053,304
	1,000	Miami-Dade County, FL, Transit Sales Surtax Revenue, 5.534%, 7/1/32		973,340
	1,115	Miami-Dade County, FL, Transit Sales Surtax Revenue, 5.624%, 7/1/40		1,081,126

See notes to financial statements

Build America Bond Portfolio as of October 31, 2010

PORTFOLIO OF INVESTMENTS CONT’D


Principal Amount
(000’s omitted)		Security	Value


Special Tax Revenue (continued)


$	1,000	New York City Transitional Finance Authority, 5.508%, 8/1/37	$	994,920
	1,385	New York Urban Development Corp., 5.77%, 3/15/39		1,422,367


			$	6,841,194




Transportation — 14.4%

$	1,000	Kansas Department of Transportation, 4.596%, 9/1/35	$	990,440
	500	Maryland Transportation Authority, 5.604%, 7/1/30		529,105
	500	Maryland Transportation Authority, 5.888%, 7/1/43		548,705
	1,000	Missouri Highway & Transportation Commission, 5.445%, 5/1/33		1,028,240
	780	New Jersey Turnpike Authority, 7.414%, 1/1/40		921,219
	565	Oregon Department of Transportation, 5.834%, 11/15/34		608,138
	1,500	Pennsylvania Turnpike Commission, 5.511%, 12/1/45		1,432,635
	540	Pennsylvania Turnpike Commission, 6.378%, 2/1/37		551,783
	1,000	Texas Transportation Commission, 5.178%, 4/1/30		1,038,360


			$	7,648,625




Water and Sewer — 24.4%

$	750	Chesapeake, VA, Water and Sewer Revenue, 6.283%, 7/1/40	$	812,843
	1,460	Chicago, IL, Metropolitan Water Reclamation District, 5.72%, 12/1/38		1,591,969
	225	Cincinnati, OH, Water System Revenue, 6.458%, 12/1/34		241,740
	1,050	East Bay, CA, Municipal Utility District Water System Revenue, 5.874%, 6/1/40		1,121,431
	100	Jea, FL, Water and Sewer Revenue, 6.21%, 10/1/33		109,320
	380	Knoxville, TN, Wastewater System Revenue, 6.50%, 4/1/43		403,613
	1,000	Los Angeles, CA, Department of Water and Power Waterworks Revenue, 6.008%, 7/1/39		1,059,740
	1,300	Metropolitan St. Louis, MO, Sewer District Wastewater System Revenue, 5.856%, 5/1/39		1,422,538
	1,000	Metropolitan Water District of Southern California, 6.538%, 7/1/39		1,063,640
	1,500	New York, NY, Municipal Water Finance Authority, 6.452%, 6/15/41		1,571,250
	1,000	San Diego County, CA, Water Authority, 6.138%, 5/1/49		1,089,170
	1,000	Washington County, OR, Clean Water Services, 5.701%, 10/1/30		1,066,020
	370	Washington County, OR, Clean Water Services, 5.801%, 10/1/35		386,743
	1,000	Williamsport Sanitary Authority, 5.75%, 1/1/40		984,620


			$	12,924,637



Total Taxable Municipal Securities — 99.1%
(identified cost $52,084,579)			$	52,475,197


Short-Term Investments — 0.0%⁽²⁾

	Interest
Description	(000’s omitted)		Value


Eaton Vance Cash Reserves Fund, LLC, 0.22%⁽³⁾⁽⁴⁾	$	12	$	12,490



Total Short-Term Investments — 0.0%
(identified cost $12,490)			$	12,490



Total Investments — 99.1%
(identified cost $52,097,069)			$	52,487,687



Other Assets, Less Liabilities — 0.9%			$	494,783



Net Assets — 100.0%			$	52,982,470

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

AGC - Assured Guaranty Corp.

At October 31, 2010, the concentration of the Portfolio’s investments in the various states, determined as a percentage of net assets, is as follows:


Texas			12.1%
New York			10.9%
California			10.3%
Others, representing less than 10% individually			65.8%


(1)		Build America Bonds. Represent taxable municipal obligations issued pursuant to the American Recovery and Reinvestment Act of 2009 or other legislation providing for the issuance of taxable municipal debt on which the issuer receives federal support.

(2)		Amount is less than 0.05%.

(3)		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, 2010.

(4)		Net income allocated from the investment in Eaton Vance Cash Reserves Fund, LLC and Cash Management Portfolio, an affiliated investment company, for the fiscal year to date ended October 31, 2010 was $759 and $0, respectively.

See notes to financial statements

Build America Bond Portfolio as of October 31, 2010

FINANCIAL STATEMENTS

Statement of Assets and Liabilities


As of October 31, 2010

Assets

Unaffiliated investments, at value (identified cost, $52,084,579)	$	52,475,197
Affiliated investment, at value (identified cost, $12,490)		12,490
Interest receivable		910,592
Interest receivable from affiliated investment		100


Total assets	$	53,398,379





Liabilities

Notes payable	$	200,000
Payable for investments purchased		104,783
Payable to affiliates:
Investment adviser fee		42,396
Trustees’ fees		125
Accrued expenses		68,605


Total liabilities	$	415,909


Net Assets applicable to investors’ interest in Portfolio	$	52,982,470





Sources of Net Assets

Net proceeds from capital contributions and withdrawals	$	52,591,852
Net unrealized appreciation		390,618


Total	$	52,982,470

Statement of Operations


For the Period Ended
October 31, 2010⁽¹⁾

Investment Income

Interest	$	1,042,639
Interest allocated from affiliated investments		1,195
Expenses allocated from affiliated investments		(436	)


Total investment income	$	1,043,398





Expenses

Investment adviser fee	$	116,033
Trustees’ fees and expenses		1,149
Custodian fee		41,376
Legal and accounting services		33,643
Miscellaneous		10,890


Total expenses	$	203,091


Deduct —
Allocation of expenses to affiliate	$	67,687


Total expense reductions	$	67,687



Net expenses	$	135,404



Net investment income	$	907,994





Realized and Unrealized Gain (Loss)

Net realized gain (loss) —
Investment transactions	$	11,201
Investment transactions allocated from affiliated investments		63


Net realized gain	$	11,264


Change in unrealized appreciation (depreciation) —
Investments	$	390,618


Net change in unrealized appreciation (depreciation)	$	390,618



Net realized and unrealized gain	$	401,882



Net increase in net assets from operations	$	1,309,876


⁽¹⁾	For the period from the start of business, November 17, 2009, to October 31, 2010.

See notes to financial statements

Build America Bond Portfolio as of October 31, 2010

FINANCIAL STATEMENTS CONT’D

Statement of Changes in Net Assets


	Period Ended
Increase (Decrease) in Net Assets	October 31, 2010⁽¹⁾

From operations —
Net investment income	$	907,994
Net realized gain from investment transactions		11,264
Net change in unrealized appreciation (depreciation) from investments		390,618


Net increase in net assets from operations	$	1,309,876


Capital transactions —
Contributions	$	56,998,005
Withdrawals		(5,425,421	)


Net increase from capital transactions	$	51,572,584



Net increase in net assets	$	52,882,460





Net Assets

At beginning of period	$	100,010


At end of period	$	52,982,470


⁽¹⁾	For the period from the start of business, November 17, 2009, to October 31, 2010.

See notes to financial statements

Build America Bond Portfolio as of October 31, 2010

FINANCIAL STATEMENTS CONT’D

Supplementary Data


	Period Ended
	October 31, 2010⁽¹⁾



Ratios/Supplemental Data

Ratios (as a percentage of average daily net assets):
Expenses		0.70	%⁽²⁾⁽³⁾
Net investment income		4.65	%⁽²⁾
Portfolio Turnover		1	%⁽⁴⁾


Total Return		12.90	%⁽⁴⁾



Net assets, end of period (000’s omitted)	$	52,982


(1)		For the period from the start of business, November 17, 2009, to October 31, 2010.

(2)		Annualized.

(3)		The investment adviser subsidized certain operating expenses equal to 0.35% of average daily net assets for the period from the start of business, November 17, 2009, to October 31, 2010.

(4)		Not annualized.

See notes to financial statements

Build America Bond Portfolio as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS

1 Significant Accounting Policies

Build America Bond Portfolio (the Portfolio) is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as a diversified, open-end management investment company. The Portfolio was organized on October 19, 2009 and remained inactive until November 17, 2009 except for matters related to its organization, including the sale of initial interests of $105,010 and the expensing of $5,000 of organization costs. The Portfolio’s primary investment objective is current income and its secondary objective is capital appreciation. The Declaration of Trust permits the Trustees to issue interests in the Portfolio. At October 31, 2010, Eaton Vance Build America Bond Fund held an interest of 99.8% 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.

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

As of October 31, 2010, the Portfolio had no uncertain tax positions that would require financial statement recognition, de-recognition, or disclosure. The Portfolio’s initial period of operations from November 17, 2009 to October 31, 2010 remains subject to examination by the Internal Revenue Service.

Build America Bond Portfolio as of October 31, 2010

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.

H When-Issued Securities and Delayed Delivery Transactions — The Portfolio may purchase or sell securities on a delayed delivery or when-issued basis. 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.

2 Investment Adviser Fee and Other Transactions with Affiliates

The investment adviser fee is earned by Boston Management and Research (BMR), a subsidiary of EVM, as compensation for investment advisory services rendered to the Portfolio. The fee is computed at an annual rate of 0.60% of the Portfolio’s average daily net assets up to $1 billion, and is payable monthly. On average daily net assets of $1 billion and over, the annual fee is reduced. Prior to its liquidation in February 2010, the portion of the adviser fee payable by Cash Management Portfolio, an affiliated investment company, on the Portfolio’s investment of cash therein was credited against the Portfolio’s investment adviser fee. The Portfolio currently invests its cash in Cash Reserves Fund. EVM does not currently receive a fee for advisory services provided to Cash Reserves Fund. For the period ended October 31, 2010, the Portfolio’s investment adviser fee totaled $116,352 of which $319 was allocated from Cash Management Portfolio and $116,033 was paid or accrued directly by the Portfolio. For the period ended October 31, 2010, the Portfolio’s investment adviser fee, including the portion allocated from Cash Management Portfolio, was 0.60% (annualized) of the Portfolio’s average daily net assets. In addition, pursuant to a voluntary expense reimbursement, BMR was allocated $67,687 of the Portfolio’s operating expenses for the period ended October 31, 2010.

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 period ended October 31, 2010, no significant amounts have been deferred. Certain officers and Trustees of the Portfolio are officers of the above organizations.

3 Purchases and Sales of Investments

Purchases and sales of investments, other than short-term obligations and including maturities, for the period ended October 31, 2010 aggregated $52,286,010 and $197,512, respectively.

4 Federal Income Tax Basis of Investments

The cost and unrealized appreciation (depreciation) of investments of the Portfolio at October 31, 2010, as determined on a federal income tax basis, were as follows:

Build America Bond Portfolio as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS CONT’D


Aggregate cost	$	52,112,889


Gross unrealized appreciation	$	768,381
Gross unrealized depreciation		(393,583	)


Net unrealized appreciation	$	374,798

5 Line of Credit

The Portfolio participates with other portfolios and funds managed by EVM and its affiliates in a $450 million unsecured line of credit agreement with a group of banks. Borrowings are made by the Portfolio solely to facilitate the handling of unusual and/or unanticipated short-term cash requirements. Interest is charged to the Portfolio based on its borrowings at an amount above either the Eurodollar rate or Federal Funds rate. In addition, a fee computed at an annual rate of 0.10% on the daily unused portion of the line of credit is allocated among the participating portfolios and funds at the end of each quarter. Because the line of credit is not available exclusively to the Portfolio, it may be unable to borrow some or all of its requested amounts at any particular time. At October 31, 2010, the Portfolio had a balance outstanding pursuant to this line of credit of $200,000 at an interest rate of 1.44%. 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, 2010. The Portfolio’s average borrowings or allocated fees during the year ended were not significant.

6 Liquidity Risk

The ability of municipalities to issue Build America Bonds expires on December 31, 2010. If this ability is not extended beyond that date, the number of Build America Bonds available in the market will be limited and there can be no assurance that Build America Bonds will be actively traded. In addition, illiquidity may negatively affect the value of the bonds.

7 Fair Value Measurements


	•	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, 2010, the inputs used in valuing the Portfolio’s investments, which are carried at value, were as follows:


	Quoted
	Prices in
	Active		Significant
	Markets for		Other		Significant
	Identical		Observable		Unobservable
	Assets		Inputs		Inputs

Asset Description	(Level 1)		(Level 2)		(Level 3)		Total

Taxable Municipal Securities	$	—	$	52,475,197	$	—	$	52,475,197
Short-Term Investments		—		12,490		—		12,490


Total Investments	$	—	$	52,487,687	$	—	$	52,487,687

Build America Bond Portfolio as of October 31, 2010

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Trustees and Investors of Build America Bond Portfolio:

We have audited the accompanying statement of assets and liabilities of Build America Bond Portfolio (the “Portfolio”), including the portfolio of investments, as of October 31, 2010, and the related statement of operations, the statement of changes in net assets, and the supplementary data for the period from the start of business, November 17, 2009, to October 31, 2010. These financial statements and supplementary data are the responsibility of the Portfolio’s management. Our responsibility is to express an opinion on these financial statements and supplementary data based on our audit.

We conducted our audit in accordance with 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 audit 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, 2010, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements and supplementary data referred to above present fairly, in all material respects, the financial position of Build America Bond Portfolio as of October 31, 2010, and the results of its operations, the changes in its net assets, and the supplementary data for the period from the start of business, November 17, 2009, to October 31, 2010, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 15, 2010

Eaton Vance Build America Bond Fund

BOARD OF TRUSTEES’ CONTRACT APPROVAL

Overview of the Contract Review Process

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 October 19, 2009, the Board, including a majority of the Independent Trustees, voted to approve the investment advisory agreement of the Build America Bond Portfolio (the “Portfolio”), the portfolio in which Eaton Vance Build America Bond Fund (the “Fund”) invests, with Boston Management and Research (the “Adviser”), an affiliate of Eaton Vance Management (“EVM”). The Board reviewed information furnished for the October 19, 2009 meeting as well as information previously furnished with respect to the approval of other investment advisory agreements for other Eaton Vance Funds. Such information included, among other things, the following:

Information about Fees and Expenses


	•	The advisory and related fees to be paid by the Portfolio;
	•	Comparative information concerning fees charged by the Adviser and its affiliates for managing other mutual funds and institutional accounts using investment strategies and techniques similar to those to be used in managing the Portfolio, and concerning fees charged by other advisers for managing funds similar to the Portfolio;

Information about Portfolio Management


	•	Descriptions of the investment management services to be provided to the Portfolio, including the investment strategies and processes to be employed;
	•	Information concerning the allocation of brokerage and the benefits expected to be received by the Adviser as a result of brokerage allocation for the Portfolio, including information concerning the acquisition of research through “soft dollar” benefits received in connection with the Eaton Vance Funds’ brokerage, and the implementation of the soft dollar reimbursement program established with respect to the Eaton Vance Funds;
	•	The procedures and processes to be used to determine the fair value of Portfolio assets and actions to be taken to monitor and test the effectiveness of such procedures and processes;

Information about the Adviser


	•	Reports detailing the financial results and condition of the Adviser;
	•	Descriptions of the qualifications, education and experience of the individual investment professionals whose responsibilities include portfolio management and investment research for the Portfolio, 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 the Adviser and its affiliates, together with information relating to compliance with and the administration of such codes;
	•	Copies or descriptions of the Adviser’s proxy voting policies and procedures;
	•	Information concerning the resources devoted to compliance efforts undertaken by the Adviser and its affiliates on behalf of the Eaton Vance 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 the Adviser and its affiliates;

Other Relevant Information


	•	Information concerning the nature, cost and character of the administrative and other non-investment management services to be provided by EVM and its affiliates;
	•	Information concerning management of the relationship with the custodian, subcustodians and fund accountants by the Adviser or the administrator; and
	•	The terms of the advisory agreement.

Eaton Vance Build America Bond Fund

BOARD OF TRUSTEES’ CONTRACT APPROVAL CONT’D

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 Board concluded that the terms of the Portfolio’s investment advisory agreement with the Adviser, including its fee structure, is in the interests of shareholders and, therefore, the Board, including a majority of the Independent Trustees, voted to approve the terms of the 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 to be 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 to be held by the Portfolio, including the education, experience and number of its investment professionals and other personnel who will provide portfolio management, investment research, and similar services to the Portfolio. The Board evaluated, where relevant, the abilities and experience of such investment personnel in analyzing factors such as credit risk and special considerations relevant to investing in income securities, including municipal bonds. The Board noted the Adviser’s 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 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.

Management Fees and Expenses

The Board reviewed contractual investment advisory fee rates, including any administrative fee rates, to be payable by the Portfolio (referred to as “management fees”). As part of its review, the Board considered the Portfolio’s management fees 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 to be provided by the Adviser, the Board concluded that the management fees proposed to be charged for advisory and related services are reasonable.

Profitability

The Board reviewed the level of profits projected to be realized by the Adviser and relevant affiliates thereof in providing investment advisory and administrative services to the Portfolio. The Board considered the level of profits 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 expected to be received by the Adviser and its affiliates in connection with its relationship with the Portfolio.

The Board concluded that, in light of the foregoing factors and the nature, extent and quality of the services rendered, the profits expected to be 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 Portfolio, 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 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 Portfolio to share such benefits equitably.

Eaton Vance Build America Bond Fund

MANAGEMENT AND ORGANIZATION

Fund Management. The Trustees of Eaton Vance Mutual Funds Trust (the Trust) and Build America Bond 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

Principal Occupation(s)

in Fund Complex

Name and

Trust and

Length of

During Past Five Years and

Overseen By

Other Directorships Held

Year of Birth

the Portfolio

Service

Other Relevant Experience

Trustee⁽¹⁾

During the Last Five Years⁽²⁾

Interested Trustee

Thomas E. Faust Jr.
1958

Trustee and
President of
the Trust

Trustee of the Trust since 2007, of the Portfolio since 2009 and President of the Trust since 2002

184

Director of EVC.

Noninterested Trustees

Benjamin C. Esty
1963

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.

184

None

Allen R. Freedman
1940

Trustee

Of the Trust since 2007 and of the Portfolio since 2009

184

Director of Assurant, Inc. (insurance provider) and Stonemor Partners, L.P. (owner and operator of cemeteries).

William H. Park
1947

Trustee

Of the Trust since 2003 and of the Portfolio since 2009

184

None

Ronald A. Pearlman
1940

Trustee

Of the Trust since 2003 and of the Portfolio since 2009

184

None

Eaton Vance Build America Bond Fund

MANAGEMENT AND ORGANIZATION CONT’D

Position(s)

Term of

Number of Portfolios

with the

Office and

Principal Occupation(s)

in Fund Complex

Name and

Trust and

Length of

During Past Five Years and

Overseen By

Other Directorships Held

Year of Birth

the Portfolio

Service

Other Relevant Experience

Trustee⁽¹⁾

During the Last Five Years⁽²⁾

Noninterested Trustees (continued)

Helen Frame Peters
1948

Trustee

Of the Trust since 2008 and of the Portfolio since 2009

184

Lynn A. Stout
1957

Trustee

Of the Trust since 1998 and of the Portfolio since 2009

184

None

Ralph F. Verni
1943

Chairman of
the Board
and Trustee

Chairman of the Board since 2007; Trustee of the Trust since 2005 and of the Portfolio since 2009

184

None

Principal Officers who are not Trustees


	Position(s)	Term of
	with the	Office and
Name and	Trust and	Length of	Principal Occupation(s)
Year of Birth	the Portfolio	Service	During Past Five Years


William H. Ahern, Jr. 1959	Vice President of the Trust	Since 1995	Vice President of EVM and BMR. Officer of 80 registered investment companies managed by EVM or BMR.

John R. Baur 1970	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 was an Account Team Representative in Singapore for Applied Materials, Inc. Officer of 37 registered investment companies managed by EVM or BMR.

Craig R. Brandon 1966	Vice President of the Portfolio	Since 2009	Vice President of EVM and BMR. Officer of 50 registered investment companies managed by EVM or BMR.

Maria C. Cappellano 1967	Vice President of the Trust	Since 2009	Vice President of EVM and BMR. Officer of 49 registered investment companies managed by EVM or BMR.

Michael A. Cirami 1975	Vice President of the Trust	Since 2008	Vice President of EVM and BMR. Officer of 37 registered investment companies managed by EVM or BMR.

Cynthia J. Clemson 1963	Vice President of the Trust and President of the Portfolio	Vice President of the Trust since 2005 and President of the Portfolio since 2009	Vice President of EVM and BMR. Officer of 96 registered investment companies managed by EVM or BMR.

John H. Croft 1962	Vice President of the Trust	Since 2010	Vice President of EVM and BMR. Officer of 38 registered investment companies managed by EVM or BMR.

Charles B. Gaffney 1972	Vice President of the Trust	Since 2007	Director of Equity Research and a Vice President of EVM and BMR. Officer of 33 registered investment companies managed by EVM or BMR.

Eaton Vance Build America Bond Fund

MANAGEMENT AND ORGANIZATION CONT’D


	Position(s)	Term of
	with the	Office and
Name and	Trust and	Length of	Principal Occupation(s)
Year of Birth	the Portfolio	Service	During Past Five Years


Principal Officers who are not Trustees (continued)

Christine M. Johnston 1972	Vice President of the Trust	Since 2007	Vice President of EVM and BMR. Officer of 40 registered investment companies managed by EVM or BMR.

Aamer Khan 1960	Vice President of the Trust	Since 2005	Vice President of EVM and BMR. Officer of 36 registered investment companies managed by EVM or BMR.

Thomas H. Luster 1962	Vice President of the Trust	Since 2006	Vice President of EVM and BMR. Officer of 55 registered investment companies managed by EVM or BMR.

Jeffrey A. Rawlins 1961	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 33 registered investment companies managed by EVM or BMR.

Duncan W. Richardson 1957	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 1954	Vice President of the Trust	Since 2003	Vice President of EVM and BMR. Officer of 54 registered investment companies managed by EVM or BMR.

Susan Schiff 1961	Vice President of the Trust	Since 2002	Vice President of EVM and BMR. Officer of 38 registered investment companies managed by EVM or BMR.

Thomas Seto 1962	Vice President of the Trust	Since 2007	Vice President and Director of Portfolio Management of Parametric. Officer of 33 registered investment companies managed by EVM or BMR.

David M. Stein 1951	Vice President of the Trust	Since 2007	Managing Director and Chief Investment Officer of Parametric. Officer of 33 registered investment companies managed by EVM or BMR.

Eric A. Stein 1980	Vice President of the Trust	Since 2009	Vice President of EVM and BMR. Originally joined EVM in July 2002. Prior to re-joining EVM in September 2008, Mr. Stein worked at the Federal Reserve Bank of New York (2007-2008) and attended business school in Chicago, Illinois. Officer of 34 registered investment companies managed by EVM or BMR.

Dan R. Strelow 1959	Vice President of the Trust	Since 2009	Vice President of EVM and BMR. 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 33 registered investment companies managed by EVM or BMR.

Mark S. Venezia 1949	Vice President of the Trust	Since 2007	Vice President of EVM and BMR. Officer of 40 registered investment companies managed by EVM or BMR.

Adam A. Weigold 1975	Vice President	Of the Trust since 2007 and of the Portfolio since 2009	Vice President of EVM and BMR. Officer of 73 registered investment companies managed by EVM or BMR.

Barbara E. Campbell 1957	Treasurer	Of the Trust since 2005 and of the Portfolio since 2009	Vice President of EVM and BMR. Officer of 184 registered investment companies managed by EVM or BMR.

Maureen A. Gemma 1960	Secretary and Chief Legal Officer	Secretary of the Trust since 2007 and of the Portfolio since 2009; and Chief Legal Officer of the Trust since 2008 and of the Portfolio since 2009	Vice President of EVM and BMR. Officer of 184 registered investment companies managed by EVM or BMR.

Eaton Vance Build America Bond Fund

MANAGEMENT AND ORGANIZATION CONT’D


	Position(s)	Term of
	with the	Office and
Name and	Trust and	Length of	Principal Occupation(s)
Year of Birth	the Portfolio	Service	During Past Five Years


Principal Officers who are not Trustees (continued)

Paul M. O’Neil 1953	Chief Compliance Officer	Of the Trust since 2004 and of the Portfolio since 2009	Vice President of EVM and BMR. Officer of 184 registered investment companies managed by EVM or BMR.


(1)		Includes both master and feeder funds in a master-feeder structure.

(2)		During their respective tenures, the Trustees also served as trustees of one or more of the following Eaton Vance funds (which operated in the years noted): Eaton Vance Credit Opportunities Fund (launched in 2005 and terminated in 2010); Eaton Vance Insured Florida Plus Municipal Bond Fund (launched in 2002 and terminated in 2009); and Eaton Vance National Municipal Income Fund (launched in 1998 and terminated in 2009).

This Page Intentionally Left Blank

Investment Adviser of Build America Bond Portfolio

Boston Management and Research

Two International Place

Boston, MA 02110

Administrator of Eaton Vance Build America Bond 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

BNY Mellon Asset 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 Build America Bond Fund

Two International Place

Boston, MA 02110

This report must be preceded or accompanied by a current prospectus, or summary prospectus, if available. Before investing, investors should consider carefully the Fund’s investment objective(s), risks, and charges and expenses. The Fund’s current prospectus or summary prospectus, if available, 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.


4595-12/10	BABSRC

Annual Report October 31, 2010 EATON VANCE PARAMETRIC STRUCTURED EMERGING MARKETS FUND

IMPORTANT NOTICES


	•	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. 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.

Eaton Vance Parametric Structured Emerging Markets Fund as of October 31, 2010
MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE

Economic and Market Conditions

Thomas Seto
Parametric Portfolio
Associates LLC
Co-Portfolio Manager

David Stein, Ph.D.
Parametric Portfolio
Associates LLC
Co-Portfolio Manager

•		In a year characterized by dramatic starts and stops, international equity markets posted solid gains for the year ending October 31, 2010. Following a positive start to the year, investor concerns — including European sovereign risk contagion, credit tightening in China and the impact of the Gulf of Mexico oil spill — blunted global markets’ progress during the April-June period as many investors reduced their exposure to risk-sensitive assets and returned to the sidelines. Even a $1 trillion European Union loan package was not enough to calm pessimistic sentiment, as fears of a double-dip recession began to appear. Europe suffered the worst during this period; Asia-Pacific markets fared somewhat better; and emerging markets, as a whole, outperformed developed markets but still recorded losses.

•		The July-September period brought yet another change of direction, however, as international stocks rebounded on strengthening economic data and attractive valuations. The sovereign debt situation in southern Europe began to improve, as did the standing of the euro and other currencies versus the U.S. dollar. Emerging market growth stocks had the strongest performance; according to International Monetary Fund estimates, emerging market economies were expected to grow at a rate of 7.1% in 2010, versus a rate of 2.7% in developed countries. During the same period, capital raised in emerging markets amounted to $138 billion, twice that of developed markets.

•		For the 12-month period ending October 31, 2010, the MSCI Europe, Australasia, Far East (MSCI EAFE) Index advanced 8.36%, the MSCI All-Country Asia-Pacific Index returned 13.66% and the MSCI Emerging Markets Index gained 23.56%.

Management Discussion

•		Against this backdrop of strong emerging market performance, the Fund outperformed its benchmark, the MSCI Emerging Markets Index (the Index),¹ for the year ending October 31, 2010. The Fund’s double-digit returns (for Class A) performed in line with its Lipper peer group. Top contributors to relative performance included underweights to China and Brazil, as well as overweights to Chile and the Philippines. An overweighting in Thailand also added to returns.

•		Conversely, the Fund’s stake in other frontier markets not included in the Index — including United Arab Emirates, Slovenia, Vietnam, Jordan and Croatia — detracted the most from relative performance.


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

Class A²	25.77	%
Class C²	24.91
Class I²	26.22
MSCI Emerging Markets Index^1,3	23.56
Lipper Emerging Markets Funds Average¹	25.81

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. 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 at net asset value. During the period, Class A and Class I shares were subject to a 1.00% redemption fee if redeemed or exchanged within 90 days of settlement of purchase. Effective January 1, 2011, Class A and Class I shares will no longer be subject to a redemption fee.

3		Source: MSCI. MSCI data may not be reproduced or used for any other purpose. MSCI provides no warranties, has not prepared or approved this report, and has no liability hereunder.

Eaton Vance Parametric Structured Emerging Markets Fund as of October 31, 2010
MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE

•

Effective November 1, 2010, the Fund’s name was changed to Eaton Vance Parametric Structured Emerging Markets Fund. Management will continue to employ its structured investment process seeking broad diversification.¹ This strategy utilizes a tiered country allocation model and periodic rebalancing to take advantage of certain quantitative and behavioral characteristics of emerging markets.


¹		Diversification cannot assure a profit or eliminate the risk of loss.


Top 10 Holdings²
By net assets

America Movil SAB de CV, Series L	1.5	%
Sberbank of Russian Federation	1.1
OAO Gazprom ADR	1.0
MTN Group, Ltd.	0.9
China Mobile, Ltd.	0.9
Petroleo Brasileiro SA, PFC Shares	0.8
Samsung Electronics Co., Ltd.	0.7
Vale SA, PFC Shares	0.6
China Construction Bank, Class H	0.5
CEZ AS	0.5


²		Top 10 Holdings represented 8.5% of the Fund’s net assets as of 10/31/10. Excludes cash equivalents.

Portfolio Composition

Regional Weightings³
By total common stocks


3		As a percentage of the Fund’s total common stocks as of 10/31/10.

Sector Weightings⁴
By net assets


4		As a percentage of the Fund’s net assets as of 10/31/10. Excludes cash equivalents.

Eaton Vance Parametric Structured Emerging Markets Fund as of October 31, 2010
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, an unmanaged index of emerging markets common stocks. The lines on the graph represent the total returns of a hypothetical investment of $10,000 in each of Class A and the MSCI 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.


Performance¹	Class A			Class C			Class I
Share Class Symbol	EAEMX			ECEMX			EIEMX

Average Annual Total Returns (at net asset value)
One Year		25.77	%		24.91	%		26.22	%
Life of Fund^†		11.45			10.60			11.72

SEC Average Annual Total Returns (including sales charge or applicable CDSC)
One Year		18.53	%		23.91	%		26.22	%
Life of Fund^†		9.94			10.60			11.72


^†		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 I shares are offered at net asset value. During the period, Class A and Class I shares were subject to a 1.00% redemption fee if redeemed or exchanged within 90 days of settlement of purchase. Effective January 1, 2011, Class A and Class I shares will no longer be subject to a redemption fee. Absent expense limitations for certain periods by the adviser, the sub-adviser and the administrator, the returns would be lower.


Total Annual
Operating Expenses²	Class A			Class C			Class I
Expense Ratio		1.60	%		2.35	%		1.36	%


²		Source: Prospectus dated 3/1/10.

*		Source: MSCI. Class A of the Fund commenced invest- ment 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 (commencement of operations) would have been valued at $15,485 and $16,174, respectively, on 10/31/10. 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.

Eaton Vance Parametric Structured Emerging Markets Fund as of October 31, 2010

FUND EXPENSES

Eaton Vance Parametric Structured Emerging Markets Fund


	Beginning Account Value		Ending Account Value		Expenses Paid During Period*
	(5/1/10)		(10/31/10)		(5/1/10 – 10/31/10)


Actual
Class A		$1,000.00		$1,112.40		$7.83
Class C		$1,000.00		$1,108.60		$11.80
Class I		$1,000.00		$1,114.40		$6.56





Hypothetical
(5% return per year before expenses)
Class A		$1,000.00		$1,017.80		$7.48
Class C		$1,000.00		$1,014.00		$11.27
Class I		$1,000.00		$1,019.00		$6.26


	*	Expenses are equal to the Fund’s annualized expense ratio of 1.47% for Class A shares, 2.22% for Class C shares and 1.23% 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, 2010.

Eaton Vance Parametric Structured Emerging Markets Fund as of October 31, 2010

PORTFOLIO OF INVESTMENTS


Common Stocks — 98.1%

Security	Shares		Value



Argentina — 0.8%

Banco Macro SA, Class B ADR		43,450	$	2,165,983
BBVA Banco Frances SA ADR		57,188		689,115
Cresud SA ADR		157,930		3,106,483
Grupo Financiero Galicia SA, Class B ADR⁽¹⁾		88,700		1,155,761
IRSA Inversiones y Representaciones SA ADR		39,010		597,633
MercadoLibre, Inc.⁽¹⁾		47,400		3,134,562
Petrobras Energia SA ADR		67,925		1,221,971
Telecom Argentina SA ADR		119,360		2,845,542


			$	14,917,050




Botswana — 0.5%

Barclays Bank of Botswana		748,991	$	778,988
Botswana Insurance Holdings Ltd.		326,490		522,792
First National Bank of Botswana		4,730,800		1,882,977
Letshego		11,668,870		3,559,005
Sechaba Breweries Ltd.		877,800		1,378,804
Standard Chartered Bank		531,120		1,052,946


			$	9,175,512




Brazil — 6.4%

AES Tiete SA, PFC Shares		54,200	$	747,509
All America Latina Logistica SA (Units)		214,800		2,044,030
Anhanguera Educacional Participacoes SA		33,800		669,917
B2W Companhia Global do Varejo		16,970		310,396
Banco Bradesco SA, PFC Shares		261,001		5,380,277
Banco do Brasil SA		149,198		2,904,460
Banco do Estado do Rio Grande do Sul, PFC Shares		65,400		718,888
Banco Santander Brasil SA		81,000		1,149,044
BM&F Bovespa SA		301,051		2,523,071
BR Malls Participacoes SA		44,000		420,514
Bradespar SA, PFC Shares		31,500		807,184
Braskem SA, PFC Shares⁽¹⁾		46,960		481,669
BRF-Brasil Foods SA		157,440		2,285,255
Brookfield Incorporacoes SA		60,000		326,766
Centrais Eletricas Brasileiras SA, Class B, PFC Shares		141,300		2,284,501
Cia Brasileira de Distribuicao Grupo Pao de Acucar, PFC Shares		23,362		915,079
Cia Brasileira de Distribuicao Grupo Pao de Acucar, Class B, PFC Shares		407		15,942
Cia de Bebidas das Americas, PFC Shares		39,758		5,529,830
Cia de Companhia de Concessoes Rodoviarias (CCR)		57,600		1,558,313
Cia de Saneamento Basico do Estado de Sao Paulo		38,020		853,063
Cia de Saneamento de Minas Gerais-Copasa MG		17,900		274,769
Cia de Transmissao de Energia Eletrica Paulista, PFC Shares		8,890		277,110
Cia Energetica de Minas Gerais, PFC Shares		135,154		2,379,881
Cia Energetica de Sao Paulo, PFC Shares		65,700		1,045,219
Cia Hering		11,100		546,742
Cia Paranaense de Energia-Copel, PFC Shares		36,100		848,837
Cia Siderurgica Nacional SA (CSN)		99,200		1,648,180
Cielo SA		224,800		1,934,261
Contax Participacoes SA, PFC Shares		24,300		423,889
Cosan SA Industria e Comercio		40,000		631,653
CPFL Energia SA		56,800		1,332,560
Cyrela Brazil Realty SA		84,100		1,162,354
Diagnosticos da America SA		65,700		811,445
Duratex SA		39,187		451,723
EcoRodovias Infraestrutura e Logistica SA⁽¹⁾		55,900		424,108
EDP-Energias do Brasil SA		17,900		392,678
Eletropaulo Metropolitana SA, Class B, PFC Shares		38,280		668,656
Empresa Brasileira de Aeronautica SA		242,400		1,726,439
Estacio Participacoes SA		13,900		207,727
Fibria Celulose SA⁽¹⁾		29,457		527,707
Gafisa SA		118,300		981,021
Gerdau SA, PFC Shares		89,600		1,159,325
Gol Linhas Aereas Inteligentes SA, PFC Shares		37,400		645,586
Hypermarcas SA⁽¹⁾		70,500		1,160,972
Itau Unibanco Holding SA, PFC Shares		309,022		7,542,441
Itausa-Investimentos Itau SA		12,545		99,531
Itausa-Investimentos Itau SA, PFC Shares		422,895		3,355,204
JBS SA		184,600		710,042
Light SA		28,600		360,296
LLX Logistica SA⁽¹⁾		163,000		899,218
Localiza Rent a Car SA		38,100		630,780
Lojas Americanas SA, PFC Shares		121,970		1,312,022
Lojas Renner SA		28,700		1,134,294
Lupatech SA⁽¹⁾		21,200		266,200
Marcopolo SA, PFC Shares		197,100		795,216
Marfrig Frigorificos e Comercio de Alimentos SA		56,355		509,757
Metalurgica Gerdau SA, PFC Shares		32,700		503,684
MMX Mineracao e Metalicos SA⁽¹⁾		30,100		241,997
MRV Engenharia e Participacoes SA		89,400		872,811
Natura Cosmeticos SA		47,700		1,366,224
OGX Petroleo e Gas Participacoes SA⁽¹⁾		158,600		2,081,957
PDG Realty SA Empreendimentos e Participacoes		135,700		1,697,547
Petroleo Brasileiro SA		43,200		725,378
Petroleo Brasileiro SA, PFC Shares		946,000		14,382,227
Randon Participacoes SA, PFC Shares		70,700		593,359
Redecard SA		143,300		1,854,143
Rossi Residencial SA		65,000		636,888

See notes to financial statements

Eaton Vance Parametric Structured Emerging Markets Fund as of October 31, 2010

PORTFOLIO OF INVESTMENTS CONT’D


Security	Shares		Value


Brazil (continued)


Souza Cruz SA		21,900	$	1,125,848
Suzano Papel e Celulose SA		36,625		351,107
TAM SA, PFC Shares		31,400		766,394
Tele Norte Leste Participacoes SA, PFC Shares		119,000		1,823,178
Telemar Norte Leste SA, PFC Shares⁽¹⁾		7,300		206,983
Telesp-Telecomunicacoes de Sao Paulo SA, PFC Shares		20,400		486,034
Tim Participacoes SA, PFC Shares		338,600		1,109,217
Totvs SA		11,798		1,089,388
Tractebel Energia SA		58,300		888,061
Transmissora Alianca de Energia Electrica SA⁽¹⁾		4,817		94,637
Ultrapar Participacoes SA, PFC Shares		13,846		841,200
Usinas Siderurgicas de Minas Gerais SA, PFC Shares		81,450		1,016,987
Vale Fertilizantes SA, PFC Shares⁽¹⁾		25,300		286,435
Vale SA		34,400		1,084,420
Vale SA ADR		30,700		986,698
Vale SA, PFC Shares		433,540		12,175,225
Vivo Participacoes SA, PFC Shares⁽¹⁾		58,775		1,693,804
Weg SA		92,300		1,192,631


			$	123,378,013




Bulgaria — 0.2%

CB First Investment Bank AD⁽¹⁾		235,000	$	294,375
Central Cooperative Bank AD⁽¹⁾		227,900		165,275
Chimimport AD⁽¹⁾		329,922		539,849
Corporate Commercial Bank AD		10,400		435,250
MonBat AD⁽¹⁾		60,235		267,883
Petrol AD⁽¹⁾		102,500		190,362
Sopharma AD⁽¹⁾		354,600		995,194
Vivacom⁽¹⁾		44,690		82,521


			$	2,970,709




Chile — 3.2%

Administradora de Fondos de Pensiones Provida SA		152,900	$	734,601
AES Gener SA		1,484,000		819,135
Almendral SA		2,512,600		297,927
Antarchile SA, Series A		61,104		1,320,391
Banco de Chile		33,293,645		4,778,113
Banco de Chile ADR		2,580		221,880
Banco de Credito e Inversiones		34,275		2,074,088
Banco Santander Chile SA		33,103,610		2,947,280
Banmedica SA		76,180		120,698
Besalco SA		279,800		429,010
Cap SA		40,612		2,067,339
Cencosud SA		502,731		3,925,033
Cia Cervecerias Unidas SA		84,590		942,483
Cia General de Electricidad SA		134,950		849,455
Cia SudAmericana de Vapores SA⁽¹⁾		485,299		646,867
Colbun SA		3,335,910		919,992
Corpbanca SA		58,054,570		913,871
Embotelladora Andina SA, Class B, PFC Shares		167,941		830,864
Empresa Nacional de Electricidad SA		1,608,063		2,830,507
Empresas CMPC SA		64,260		3,468,188
Empresas Copec SA		260,776		4,920,704
Empresas La Polar SA		160,000		1,141,212
Enersis SA		6,322,821		2,888,863
ENTEL SA		51,500		819,115
Grupo Security SA		830,289		409,076
Invercap SA		19,700		265,808
Inversiones Aguas Metropolitanas SA		306,600		476,307
Lan Airlines SA		94,495		2,935,401
Madeco SA		5,047,652		299,258
Minera Valparaiso SA		12,324		457,914
Parque Arauco SA		302,900		647,103
Quinenco SA		162,900		552,824
Ripley Corp. SA		443,500		619,939
S.A.C.I. Falabella SA		533,800		5,347,276
Salfacorp SA		355,500		1,042,916
Sigdo Koppers SA		294,200		598,745
Sociedad de Inversiones Oro Blanco SA		13,300,000		285,223
Sociedad de Inversiones Pampa Calichera SA, Class A		244,730		445,282
Sociedad Quimica y Minera de Chile SA, Series B		49,140		2,541,638
Socovesa SA		575,700		363,674
Sonda SA		606,900		1,315,043
Vina Concha y Toro SA		369,122		889,696


			$	60,400,739




China — 9.5%

Agile Property Holdings, Ltd.		200,000	$	263,805
Agricultural Bank of China, Ltd., Class H⁽¹⁾		3,306,000		1,744,433
Air China, Ltd., Class H⁽¹⁾		706,000		950,259
Alibaba.com Ltd.⁽¹⁾		445,000		866,643
Aluminum Corp. of China Ltd., Class H⁽¹⁾		934,000		886,838
American Oriental Bioengineering, Inc.⁽¹⁾		119,300		324,496
Angang Steel Co., Ltd., Class H		214,000		336,212
Anhui Conch Cement Co., Ltd., Class H		210,000		883,894
Anta Sports Products, Ltd.		379,000		783,898
AsiaInfo-Linkage, Inc.⁽¹⁾		10,400		231,088
Baidu, Inc. ADR⁽¹⁾		70,100		7,711,701
Bank of China, Ltd., Class H		9,041,000		5,442,013
Bank of Communications, Ltd., Class H		1,019,000		1,119,079
Beijing Capital International Airport Co., Ltd., Class H		772,000		425,981

See notes to financial statements

Eaton Vance Parametric Structured Emerging Markets Fund as of October 31, 2010

PORTFOLIO OF INVESTMENTS CONT’D


Security	Shares		Value


China (continued)


Beijing Enterprises Holdings, Ltd.		270,500	$	1,850,040
BOC Hong Kong Holdings, Ltd.		127,500		400,192
BYD Co., Ltd., Class H		178,200		1,089,423
BYD Electronic (International) Co., Ltd.		415,000		220,820
Chaoda Modern Agriculture Holdings, Ltd.		1,113,958		909,071
China Agri-Industries Holdings, Ltd.		664,000		972,092
China Bluechemical, Ltd., Class H		468,000		370,865
China CITIC Bank, Class H		1,000,000		727,824
China Coal Energy Co., Class H		890,000		1,547,470
China Communications Construction Co., Ltd., Class H		1,172,000		1,122,397
China Communications Services Corp., Ltd., Class H		884,000		513,681
China Construction Bank, Class H		10,809,000		10,333,437
China COSCO Holdings Co., Ltd., Class H⁽¹⁾		916,975		1,074,598
China Dongxiang (Group) Co., Ltd.		1,075,000		606,824
China Eastern Airlines Corp., Ltd., Class H⁽¹⁾		1,120,000		709,776
China Everbright International, Ltd.		631,000		336,203
China Everbright, Ltd.		100,000		260,747
China Green (Holdings), Ltd.		339,000		348,885
China High Speed Transmission Equipment Group Co., Ltd.		245,000		501,766
China International Marine Containers Co., Ltd., Class B		146,472		296,872
China Life Insurance Co., Ltd., Class H		1,162,000		5,108,483
China Longyuan Power Group Corp., Class H⁽¹⁾		974,000		1,016,780
China Medical Technologies, Inc. ADR⁽¹⁾		34,300		414,344
China Mengniu Dairy Co., Ltd.		435,000		1,249,153
China Merchants Bank Co., Ltd., Class H		603,024		1,710,479
China Merchants Holdings (International) Co., Ltd.		426,035		1,495,424
China Minsheng Banking Corp, Ltd., Class H		633,700		588,311
China Mobile, Ltd.		1,610,000		16,441,824
China National Building Material Co., Ltd., Class H		342,000		838,408
China National Materials Co., Ltd., Class H		681,000		607,904
China Oilfield Services, Ltd., Class H		290,000		469,832
China Overseas Land & Investment, Ltd.		672,160		1,415,147
China Pacific Insurance Group Co., Ltd., Class H		210,600		873,509
China Petroleum & Chemical Corp., Class H		3,299,000		3,130,289
China Pharmaceutical Group, Ltd.		524,000		294,093
China Railway Construction Corp., Class H		461,500		577,833
China Railway Group, Ltd., Class H		1,106,000		893,268
China Resources Enterprise, Ltd.		404,000		1,702,110
China Resources Gas Group, Ltd.		164,000		244,014
China Resources Land, Ltd.		244,000		481,592
China Resources Power Holdings Co., Ltd.		583,600		1,122,161
China Shenhua Energy Co., Ltd., Class H		566,000		2,534,093
China Shineway Pharmaceutical Group, Ltd.		176,000		600,159
China Shipping Container Lines Co., Ltd., Class H⁽¹⁾		1,253,000		511,649
China Shipping Development Co., Ltd., Class H		568,000		830,323
China Southern Airlines Co., Ltd., Class H⁽¹⁾		874,000		595,355
China Taiping Insurance Holdings Co., Ltd.,⁽¹⁾		573,400		2,102,718
China Telecom Corp., Ltd., Class H		4,564,000		2,389,427
China Travel International Investment Hong Kong, Ltd.⁽¹⁾		1,500,000		358,842
China Unicom, Ltd.		1,500,372		2,110,127
China Vanke Co., Ltd., Class B		445,120		639,000
China Yurun Food Group, Ltd.		358,000		1,390,233
China Zhongwang Holdings, Ltd.		464,000		277,433
Chongqing Changan Automobile Co., Ltd., Class B		611,270		636,858
Citic Pacific, Ltd.		368,000		979,182
CNOOC, Ltd.		4,070,000		8,475,850
Cosco Pacific, Ltd.		558,000		869,486
Country Garden Holdings Co.		1,479,000		521,958
Ctrip.com International, Ltd. ADR⁽¹⁾		46,300		2,410,841
Datang International Power Generation Co., Ltd., Class H		1,562,000		630,181
Dongfeng Motor Corp., Class H		988,000		2,146,440
Fibrechem Technologies, Ltd.⁽¹⁾⁽²⁾		100,200		0
Focus Media Holding, Ltd. ADR⁽¹⁾		44,800		1,108,800
FU JI Food & Catering Services⁽¹⁾⁽²⁾		83,000		0
Global Bio-chem Technology Group Co., Ltd.⁽¹⁾		1,400,000		227,881
Golden Eagle Retail Group, Ltd.		293,000		777,390
Great Wall Motor Co., Ltd., Class H		226,000		710,864
Guangdong Investment, Ltd.		872,000		438,176
Guangzhou Automobile Group Co., Ltd., Class H		748,013		1,148,377
Guangzhou R&F Properties Co., Ltd., Class H		162,400		232,141
Harbin Power Equipment Co., Ltd., Class H		248,000		335,621
Hengdeli Holdings, Ltd.		718,000		398,349
Hidili Industry International Development, Ltd., Class H		280,000		298,538
Home Inns & Hotels Management, Inc. ADR⁽¹⁾		6,200		317,192
Huaneng Power International, Inc., Class H		950,000		542,226
Industrial & Commercial Bank of China, Ltd., Class H		8,675,000		7,008,474
Inner Mongolia Eerduosi Cashmere Products Co., Ltd., Class B		401,700		611,789
Inner Mongolia Yitai Coal Co., Ltd., Class B		158,000		1,115,504
Jiangsu Expressway Co., Ltd., Class H		360,000		429,709
Jiangxi Copper Co., Ltd., Class H		350,000		972,838
Kingboard Chemical Holdings, Ltd.		129,000		627,006
Konka Group Co., Ltd., Class B		303,800		131,813
Kunlun Energy Co., Ltd.		584,000		743,078
Lee & Man Paper Manufacturing, Ltd.		633,000		528,670
Lenovo Group, Ltd.		1,612,000		1,051,272
Li Ning Co., Ltd.		275,000		782,556
Lianhua Supermarket Holdings Ltd., Class H		58,000		248,958
Maanshan Iron & Steel Co., Ltd., Class H		608,000		351,100
Metallurgical Corp. of China, Ltd., Class H⁽¹⁾		1,156,000		562,203

See notes to financial statements

Eaton Vance Parametric Structured Emerging Markets Fund as of October 31, 2010

PORTFOLIO OF INVESTMENTS CONT’D


Security	Shares		Value


China (continued)


Mindray Medical International, Ltd. ADR		38,600	$	1,118,628
NetEase.com, Inc. ADR⁽¹⁾		30,800		1,287,440
New Oriental Education & Technology Group Inc. ADR⁽¹⁾		10,800		1,159,596
Nine Dragons Paper Holdings, Ltd.		382,000		618,041
NWS Holdings, Ltd.		315,000		744,018
Parkson Retail Group, Ltd.		500,000		903,885
PetroChina Co., Ltd., Class H		4,104,000		5,041,074
PICC Property & Casualty Co., Ltd., Class H⁽¹⁾		360,000		529,678
Ping An Insurance (Group) Co. of China, Ltd., Class H		236,000		2,540,859
Poly (Hong Kong) Investments, Ltd.		345,000		356,609
Ports Design, Ltd.		139,500		339,206
Renhe Commercial Holdings Co., Ltd., Class H		1,220,000		233,362
Semiconductor Manufacturing International Corp.⁽¹⁾		5,846,000		489,963
Shanda Interactive Entertainment, Ltd. ADR⁽¹⁾		12,000		484,920
Shandong Weigao Group Medical Polymer Co., Ltd., Class H		352,000		925,021
Shanghai Electric Group Co., Ltd., Class H		1,080,000		723,535
Shanghai Industrial Holdings, Ltd.		135,000		625,084
Shanghai Zhenhua Heavy Industry Co., Ltd., Class B⁽¹⁾		784,350		518,038
Shimao Property Holdings, Ltd.		217,000		359,530
SINA Corp.⁽¹⁾		18,000		1,013,400
Sino Biopharmaceutical, Ltd.		1,508,000		594,577
Sino-Ocean Land Holdings, Ltd.		877,000		605,218
Sinopec Shanghai Petrochemical Co., Ltd., Class H		854,000		383,151
Sinotrans Shipping, Ltd.		512,000		207,321
Sinotruk Hong Kong, Ltd.		239,500		276,292
Sohu.com, Inc.⁽¹⁾		13,200		983,400
Sound Global, Ltd.⁽¹⁾		436,000		294,911
Standard Chartered PLC		42,786		1,245,420
Suntech Power Holdings Co., Ltd. ADR⁽¹⁾		52,600		446,574
Swire Pacific, Ltd., Class H		345,000		915,925
Tencent Holdings, Ltd.		198,200		4,561,231
Tingyi (Cayman Islands) Holding Corp.		646,000		1,761,111
Tsingtao Brewery Co., Ltd., Class H		126,000		677,275
Want Want China Holdings, Ltd.		2,103,000		1,943,762
Weichai Power Co., Ltd., Class H		68,000		892,848
Wumart Stores, Inc., Class H		185,000		435,661
WuXi PharmaTech (Cayman), Inc. ADR⁽¹⁾		16,100		265,328
Yangzijiang Shipbuilding Holdings, Ltd.		551,000		798,587
Yantai Changyu Pioneer Wine Co., Ltd., Class B		75,600		976,045
Yanzhou Coal Mining Co., Ltd., Class H		428,000		1,238,319
Zhaojin Mining Industry Co., Ltd., Class H		106,000		330,842
Zhejiang Expressway Co., Ltd., Class H		480,000		487,031
Zijin Mining Group Co., Ltd., Class H		1,032,000		974,234
ZTE Corp., Class H		173,628		648,197


			$	181,504,108




Colombia — 1.5%

Almacenes Exito SA		155,206	$	2,025,197
Banco de Bogota		15,680		456,257
Bancolombia SA ADR, PFC Shares		69,400		4,681,030
Bolsa de Valores de Colombia		16,150,000		396,879
Cementos Argos SA		156,840		1,082,949
Cia Colombiana de Inversiones SA		202,370		719,567
Cia de Cemento Argos SA		188,400		2,253,466
Corporacion Financiera Colombiana SA		37,896		700,162
Ecopetrol SA		1,893,390		4,539,689
Empresa de Telecommunicaciones de Bogota SA⁽¹⁾		1,259,380		506,683
Grupo Aval Acciones y Valores SA		2,085,300		1,689,282
Grupo de Inversiones Suramericana		72,700		1,620,562
Grupo Nacional de Chocolates SA		232,105		3,407,185
Interconexion Electrica SA		400,700		3,180,677
ISAGEN SA ESP		951,200		1,331,670
Textiles Fabricato Tejicondor SA⁽¹⁾		36,122,860		510,626


			$	29,101,881




Croatia — 0.8%

Adris Grupa DD, PFC Shares		43,344	$	2,226,011
Atlantska Plovidba DD		5,167		768,776
Dalekovod DD⁽¹⁾		19,495		952,136
Ericsson Nikola Tesla		3,940		955,385
Hrvatski Telekom DD		116,330		5,919,860
INA Industrija Nafte DD⁽¹⁾		4,801		1,532,500
Institut IGH DD⁽¹⁾		705		200,139
Koncar-Elektroindustrija DD⁽¹⁾		8,119		741,326
Petrokemija DD⁽¹⁾		25,975		743,006
Podravka Prehrambena Industrija DD⁽¹⁾		9,045		473,133
Privredna Banka Zagreb DD		3,177		288,887


			$	14,801,159




Czech Republic — 1.5%

CEZ AS		233,560	$	10,328,429
Komercni Banka AS		31,864		7,233,335
New World Resources NV, Class A		357,400		4,366,493
Philip Morris CR AS		1,713		918,771
Telefonica 02 Czech Republic AS		148,204		3,257,570
Unipetrol AS⁽¹⁾		237,407		2,682,434


			$	28,787,032

See notes to financial statements

Eaton Vance Parametric Structured Emerging Markets Fund as of October 31, 2010

PORTFOLIO OF INVESTMENTS CONT’D


Security	Shares		Value



Egypt — 1.5%

Alexandria Mineral Oils Co.		61,820	$	462,894
Arab Cotton Ginning⁽¹⁾		1,088,380		1,057,859
Citadel Capital Co.⁽¹⁾		200,400		277,847
Commercial International Bank		517,204		3,878,903
Eastern Tobacco		39,704		829,562
Egypt Kuwaiti Holding Co.		559,596		938,180
Egyptian Electrical Cables		1,131,000		194,399
Egyptian Financial & Industrial Co.⁽¹⁾		87,400		298,463
Egyptian Financial Group-Hermes Holding SAE		267,271		1,324,892
Egyptian for Tourism Resorts⁽¹⁾		2,771,950		937,727
Egyptian International Pharmaceutical Industrial Co.		26,290		177,551
El Ezz Aldekhela Steel Alexa Co.		4,000		546,617
El Sewedy Cables Holding Co.⁽¹⁾		69,774		648,610
El Watany Bank of Egypt		6,000		26,583
Ezz Steel⁽¹⁾		380,345		1,216,652
Maridive & Oil Services SAE		224,400		663,761
Medinet Nasr for Housing		62,775		321,548
Misr Beni Suef Cement Co.		11,880		168,734
MobiNil-Egyptian Co. for Mobil Services		41,400		1,222,754
National Societe General Bank		42,570		299,595
Olympic Group Financial Investments		152,500		1,080,717
Orascom Construction Industries (OCI)		98,022		4,463,974
Orascom Telecom Holding SAE⁽¹⁾		3,267,911		2,521,122
Oriental Weavers Co.		79,375		437,216
Palm Hills Developments SAE⁽¹⁾		507,500		502,311
Pioneers Holding		552,900		331,784
Sidi Kerir Petrochemicals Co.		518,400		1,236,854
Six of October Development & Investment Co.⁽¹⁾		17,871		293,718
South Valley Cement		638,902		591,094
Talaat Moustafa Group⁽¹⁾		1,002,400		1,292,783
Telecom Egypt		436,084		1,330,428


			$	29,575,132




Estonia — 0.4%

AS Merko Ehitus		50,618	$	604,765
AS Nordecon International⁽¹⁾		145,374		268,540
AS Olympic Entertainment Group⁽¹⁾		503,790		890,995
AS Tallink Group, Ltd.⁽¹⁾		3,986,652		3,885,739
AS Tallinna Kaubamaja		137,340		1,114,242
AS Tallinna Vesi		58,790		610,407


			$	7,374,688




Ghana — 0.2%

Aluworks Ghana, Ltd.⁽¹⁾		457,409	$	60,605
CAL Bank, Ltd.		1,298,010		253,447
Cocoa Processing Co., Ltd.⁽¹⁾		269,722		3,762
Ghana Commercial Bank, Ltd.		1,453,841		1,926,288
HFC Bank Ghana, Ltd.		1,235,326		404,884
Produce Buying Co., Ltd.		582,428		58,893
Standard Chartered Bank of Ghana, Ltd.		24,700		770,023


			$	3,477,902




Hungary — 1.6%

EGIS Rt.		8,824	$	1,036,227
FHB Mortgage Bank Rt.⁽¹⁾		39,750		238,648
Magyar Telekom Rt.		1,364,300		3,934,160
MOL Hungarian Oil & Gas Rt.⁽¹⁾		70,650		7,506,929
OTP Bank Rt.⁽¹⁾		346,430		10,288,253
PannErgy PLC⁽¹⁾		66,310		337,390
Richter Gedeon Rt.		28,600		6,815,539


			$	30,157,146




India — 6.2%

ABB, Ltd.		19,900	$	367,602
ACC, Ltd.		20,570		455,790
Adani Enterprises, Ltd.		47,100		754,287
Aditya Birla Nuvo, Ltd.		17,702		327,658
Amtek Auto, Ltd.		67,500		241,894
Areva T&D India, Ltd.		34,500		230,333
Asian Paints, Ltd.		8,730		527,301
Axis Bank, Ltd.		54,600		1,811,401
Bajaj Auto, Ltd.		26,560		909,576
Bajaj Hindusthan, Ltd.		125,000		348,876
Bank of Baroda		27,960		641,923
Bank of India		64,300		705,079
Bharat Forge, Ltd.		63,650		546,442
Bharat Heavy Electricals, Ltd.		28,940		1,595,514
Bharat Petroleum Corp., Ltd.		22,500		369,155
Bharti Airtel, Ltd.		639,060		4,707,888
Biocon, Ltd.		51,500		477,728
Cairn India, Ltd.⁽¹⁾		112,900		820,452
Canara Bank, Ltd.		38,500		626,856
Cipla, Ltd.		136,610		1,090,783
Colgate-Palmolive (India), Ltd.		24,900		494,213
Container Corp. of India, Ltd.		25,560		761,386
Crompton Greaves, Ltd.		83,600		598,055
Dabur India, Ltd.		144,400		323,783
Divi’s Laboratories, Ltd.		27,400		427,691
DLF, Ltd.		101,600		802,563
Dr. Reddy’s Laboratories, Ltd.		31,820		1,192,370
Educomp Solutions, Ltd.		24,565		304,826
Essar Oil, Ltd.⁽¹⁾		102,130		339,350

See notes to financial statements

Eaton Vance Parametric Structured Emerging Markets Fund as of October 31, 2010

PORTFOLIO OF INVESTMENTS CONT’D


Security	Shares		Value


India (continued)


Financial Technologies India, Ltd.		7,400	$	163,180
GAIL (India), Ltd.		192,750		2,129,843
GlaxoSmithKline Pharmaceuticals, Ltd.		4,480		225,300
Glenmark Pharmaceuticals, Ltd.		84,160		647,479
GMR Infrastructure⁽¹⁾		651,800		786,078
Grasim Industries, Ltd.		6,730		339,560
Gujarat Ambuja Cements, Ltd.		155,800		496,512
Gujarat State Petronet, Ltd.		249,800		632,805
GVK Power & Infrastructure, Ltd.⁽¹⁾		931,900		896,776
HCL Technologies, Ltd.		52,900		483,795
HDFC Bank, Ltd.		56,624		2,897,328
Hero Honda Motors, Ltd.		27,600		1,158,246
Hindalco Industries, Ltd.		213,310		1,020,884
Hindustan Petroleum Corp., Ltd.		40,900		449,810
Hindustan Unilever, Ltd.		343,800		2,287,690
Hindustan Zinc, Ltd.		14,840		413,535
Housing Development & Infrastructure, Ltd.⁽¹⁾		70,314		391,175
Housing Development Finance Corp., Ltd.		251,000		3,884,278
ICICI Bank, Ltd.		125,670		3,311,900
IDBI Bank, Ltd.		100,800		408,868
Idea Cellular, Ltd.⁽¹⁾		713,400		1,084,078
IFCI, Ltd.		308,000		481,427
Indiabulls Financial Services, Ltd.		74,200		368,863
Indiabulls Real Estate, Ltd.⁽¹⁾		91,700		395,414
Indian Hotels Co., Ltd.		164,280		371,394
Indian Oil Corp., Ltd.		134,600		1,250,805
Infosys Technologies, Ltd.		114,400		7,659,669
Infosys Technologies, Ltd. ADR		3,800		256,272
Infrastructure Development Finance Co., Ltd.		311,100		1,407,529
ITC, Ltd.		624,860		2,395,413
IVRCL Infrastructures & Projects, Ltd.		191,600		649,122
Jaiprakash Associates, Ltd.		337,400		917,461
Jindal Steel & Power, Ltd.		91,300		1,434,479
JSW Steel, Ltd.		29,500		893,733
Kotak Mahindra Bank, Ltd.		118,200		1,239,897
Lanco Infratech, Ltd.⁽¹⁾		332,800		479,024
Larsen & Toubro, Ltd.		36,360		1,655,638
LIC Housing Finance, Ltd.		16,000		484,408
Lupin, Ltd.		58,500		582,638
Mahindra & Mahindra, Ltd.		106,960		1,754,651
Maruti Suzuki India, Ltd.		33,150		1,155,187
Mphasis, Ltd.		39,900		550,967
Mundra Port & Special Economic Zone, Ltd.		296,500		1,018,111
Nestle India, Ltd.		9,530		757,252
Nicholas Piramal India, Ltd.		56,100		604,532
NTPC, Ltd.		607,800		2,669,120
Oil & Natural Gas Corp., Ltd.		108,270		3,178,971
Power Grid Corp. of India, Ltd.		402,100		909,842
Ranbaxy Laboratories, Ltd.⁽¹⁾		54,560		713,245
Reliance Capital, Ltd.		36,835		676,720
Reliance Communications, Ltd.		447,260		1,817,039
Reliance Industries, Ltd.		343,138		8,481,200
Reliance Infrastructure, Ltd.		74,600		1,739,798
Reliance Natural Resources, Ltd.⁽¹⁾		487,000		421,254
Reliance Power, Ltd.⁽¹⁾		291,300		1,027,976
Satyam Computer Services, Ltd.⁽¹⁾		282,550		502,160
Sesa Goa, Ltd.		108,300		787,389
Shree Renuka Sugars, Ltd.		283,600		580,321
Siemens India, Ltd.		29,380		543,200
State Bank of India		12,000		855,591
State Bank of India GDR		9,600		1,324,535
Steel Authority of India, Ltd.		155,400		678,278
Sterlite Industries (India), Ltd.		197,120		754,681
Sun Pharmaceuticals Industries, Ltd.		28,400		1,348,720
Sun TV Network, Ltd.		43,800		493,519
Suzlon Energy, Ltd.⁽¹⁾		315,050		393,258
Tata Communications, Ltd.⁽¹⁾		65,700		456,105
Tata Consultancy Services, Ltd.		113,100		2,679,113
Tata Motors, Ltd.		53,950		1,418,696
Tata Power Co., Ltd.		58,390		1,830,060
Tata Steel, Ltd.		61,296		812,556
Tata Tea, Ltd.		118,000		330,256
Tata Teleservices Maharashtra, Ltd.⁽¹⁾		791,600		401,495
Titan Industries, Ltd.		8,900		712,929
Torrent Power, Ltd.		44,700		293,545
Unitech, Ltd.		362,100		712,708
United Phosphorus, Ltd.		103,100		470,210
United Spirits, Ltd.		27,500		925,619
Voltas, Ltd.		39,000		215,656
Wipro, Ltd.		150,233		1,419,095
Yes Bank, Ltd.		48,900		393,529
Zee Entertainment Enterprises, Ltd.		129,057		807,587
Zee Learn, Ltd.⁽¹⁾		18,389		0


			$	119,449,757




Indonesia — 3.1%

Adaro Energy PT		6,000,000	$	1,415,534
AKR Corporindo Tbk PT		861,500		145,737
Aneka Tambang Tbk PT		2,434,000		697,270
Astra Argo Lestari Tbk PT		321,000		897,526
Astra International Tbk PT		1,254,200		8,030,153
Bakrie & Brothers Tbk PT⁽¹⁾		78,245,500		474,332
Bakrieland Development Tbk PT		27,657,500		491,390
Bank Central Asia Tbk PT		6,166,000		4,844,368
Bank Danamon Indonesia Tbk PT		2,004,803		1,507,775

See notes to financial statements

Eaton Vance Parametric Structured Emerging Markets Fund as of October 31, 2010

PORTFOLIO OF INVESTMENTS CONT’D


Security	Shares		Value


Indonesia (continued)


Bank Mandiri Tbk PT		3,135,500	$	2,464,858
Bank Negara Indonesia Persero Tbk PT		1,874,500		819,593
Bank Pan Indonesia Tbk PT⁽¹⁾		1,456,500		182,692
Bank Pembangunan Daerah Jawa Barat Dan Banten Tbk PT⁽¹⁾		3,325,500		647,426
Bank Rakyat Indonesia PT		2,614,000		3,346,634
Barito Pacific Tbk PT⁽¹⁾		665,800		94,848
Berlian Laju Tanker Tbk PT⁽¹⁾		7,544,500		325,881
Bumi Resources Tbk PT		11,727,000		2,936,347
Energi Mega Persada Tbk PT⁽¹⁾		10,045,700		133,381
Gudang Garam Tbk PT		179,000		957,670
Indah Kiat Pulp & Paper Corp. Tbk PT⁽¹⁾		1,021,000		237,610
Indo Tambangraya Megah Tbk PT		221,500		1,123,239
Indocement Tunggal Prakarsa Tbk PT		897,000		1,841,746
Indofood Sukses Makmur Tbk PT		2,314,000		1,349,577
Indosat Tbk PT		1,134,000		763,131
International Nickel Indonesia Tbk PT		1,665,500		889,741
Jasa Marga Tbk PT		1,477,500		621,009
Kalbe Farma Tbk PT		1,745,500		524,287
Lippo Karawaci Tbk PT⁽¹⁾		10,273,500		713,043
Medco Energi Internasional Tbk PT		2,095,000		959,637
Perusahaan Gas Negara PT		9,437,000		4,292,764
Perusahaan Perkebunan London Sumatra Indonesia Tbk PT		155,500		204,375
Semen Gresik (Persero) Tbk PT		1,550,500		1,704,678
Tambang Batubara Bukit Asam Tbk PT		404,500		891,302
Telekomunikasi Indonesia Tbk PT		7,060,000		7,167,180
Unilever Indonesia Tbk PT		711,800		1,394,127
United Tractors Tbk PT		2,033,583		5,068,777


			$	60,159,638




Jordan — 0.8%

Arab Bank PLC		502,635	$	7,421,456
Arab Potash Co. PLC		39,780		2,008,813
Capital Bank of Jordan⁽¹⁾		210,413		408,731
Jordan Petroleum Refinery		107,820		814,295
Jordan Phosphate Mines		38,415		879,298
Jordan Steel		191,681		561,282
Jordan Telecom Corp.		70,200		525,694
Jordanian Electric Power Co.		215,996		1,257,751
Taameer Jordan Holdings PSC⁽¹⁾		613,805		438,395
United Arab Investors⁽¹⁾		528,925		381,401


			$	14,697,116




Kazakhstan — 0.8%

Eurasian Natural Resources Corp.		263,800	$	3,680,178
Halyk Savings Bank of Kazakhstan JSC GDR⁽¹⁾		362,600		3,361,072
Kazakhmys PLC		223,600		4,711,517
KazMunaiGas Exploration Production GDR		167,800		2,879,343


			$	14,632,110




Kenya — 0.7%

Athi River Mining, Ltd.		78,100	$	170,224
Bamburi Cement Co., Ltd.		172,700		440,572
Barclays Bank of Kenya, Ltd.		956,765		793,848
Co-operative Bank of Kenya, Ltd. (The)		1,968,900		485,215
East African Breweries, Ltd.		1,148,380		3,029,163
Equity Bank, Ltd.		6,955,500		2,261,076
KenolKobil, Ltd.		4,090,000		541,957
Kenya Airways, Ltd.		665,800		368,973
Kenya Commercial Bank, Ltd.		5,684,420		1,601,493
Kenya Electricity Generating Co., Ltd.		2,321,100		517,397
Kenya Power & Lighting, Ltd.		220,300		600,198
Mumias Sugar Co., Ltd.		3,844,600		518,962
Nation Media Group, Ltd.		226,820		460,662
Safaricom, Ltd.		39,377,772		2,365,105
Standard Chartered Bank Kenya, Ltd.		66,288		213,435


			$	14,368,280




Kuwait — 1.6%

Aerated Concrete Industries Co.		198,450	$	261,211
Agility DGS		445,000		870,687
Ahli United Bank⁽¹⁾		150,000		346,852
Al Ahli Bank of Kuwait KSC		285,000		669,157
Al Qurain Petrochemicals Co.⁽¹⁾		560,000		477,177
Al Safat Energy Holding Co. KSCC⁽¹⁾		640,000		133,045
Al Safat Investment Co.⁽¹⁾		640,000		167,042
Al Safwa Group Co.⁽¹⁾		2,320,000		211,251
Al-Deera Holding Co.⁽¹⁾		700,000		107,383
Boubyan Bank KSC⁽¹⁾		360,000		819,637
Boubyan Petrochemicals Co.		620,000		1,213,091
Burgan Bank SAK⁽¹⁾		263,758		490,371
Burgan Co. for Well Drilling, Trading & Maintenance KSCC⁽¹⁾		75,250		125,818
Combined Group Contracting Co.		60,500		396,016
Commercial Bank of Kuwait SAK⁽¹⁾		280,000		886,517
Commercial Real Estate Co. KSCC⁽¹⁾		1,226,862		351,002
Global Investment House KSCC⁽¹⁾		527,500		111,359
Gulf Bank⁽¹⁾		540,000		1,037,353
Gulf Cable & Electrical Industries		92,500		664,710
Kuwait Gulf Link Transport⁽¹⁾		170,000		108,858
Kuwait Finance House KSC		603,468		2,576,171
Kuwait Foods Co. (Americana)		125,000		747,065
Kuwait International Bank⁽¹⁾		834,000		949,413

See notes to financial statements

Eaton Vance Parametric Structured Emerging Markets Fund as of October 31, 2010

PORTFOLIO OF INVESTMENTS CONT’D


Security	Shares		Value


Kuwait (continued)


Kuwait Pipes Industries & Oil Services Co.⁽¹⁾		530,000	$	567,079
Kuwait Portland Cement Co.		92,500		536,304
Kuwait Projects Co. Holdings KSC		220,500		384,365
Kuwait Real Estate Co.⁽¹⁾		920,000		208,792
Mabanee Co. SAKC		262,350		802,636
Mena Holding Group⁽¹⁾		198,000		126,788
Mobile Telecommunications Co.		1,317,500		6,633,263
National Bank of Kuwait SAK		808,177		3,910,070
National Industries Group Holding⁽¹⁾		1,215,000		1,668,090
National Investment Co.⁽¹⁾		270,000		498,796
National Mobile Telecommunication Co. KSC		40,000		264,675
National Ranges Co.⁽¹⁾		7,920,000		591,676
National Real Estate Co.⁽¹⁾		210,000		125,407
Sultan Center Food Products Co.⁽¹⁾		460,000		320,740


			$	30,359,867




Latvia — 0.1%

Grindeks⁽¹⁾		42,000	$	523,044
Latvian Shipping Co.⁽¹⁾		735,000		576,583


			$	1,099,627




Lebanon — 0.3%

Solidere		83,555	$	1,556,496
Solidere GDR⁽³⁾		215,900		3,970,401


			$	5,526,897




Lithuania — 0.1%

Apranga PVA⁽¹⁾		278,536	$	629,006
Klaipedos Nafta PVA		1,345,900		1,051,729
Pieno Zvaigzdes		63,600		129,292
Rokiskio Suris		69,800		148,274
Rytu Skirstomieji Tinklai		88,200		81,770
Sanitas⁽¹⁾		55,400		444,811
Siauliu Bankas⁽¹⁾		774,861		352,941


			$	2,837,823




Malaysia — 3.1%

Aeon Co. (M) Bhd		165,300	$	293,253
Airasia Bhd⁽¹⁾		915,300		728,345
Alliance Financial Group Bhd		385,700		407,219
AMMB Holdings Bhd		459,200		933,657
Axiata Group Bhd⁽¹⁾		1,188,450		1,718,755
Batu Kawan Bhd		175,500		852,867
Berjaya Corp. Bhd		2,289,600		796,924
Berjaya Sports Toto Bhd		297,214		398,901
Boustead Holdings Bhd		355,100		642,134
British American Tobacco Malaysia Bhd		71,000		1,062,193
Bursa Malaysia Bhd		221,700		612,915
CIMB Group Holdings Bhd		977,200		2,609,606
Dialog Group Bhd		1,468,473		614,659
Digi.com Bhd		121,300		987,865
EON Capital Bhd⁽¹⁾		118,600		266,299
Gamuda Bhd		1,378,500		1,686,360
Genting Bhd		922,300		3,100,576
Genting Plantations Bhd		163,400		451,396
Hong Leong Bank Bhd		178,000		523,364
Hong Leong Financial Group Bhd		145,000		425,446
IGB Corp. Bhd		173,500		111,729
IJM Corp. Bhd		883,190		1,599,955
IOI Corp. Bhd		1,361,718		2,550,564
Kencana Petroleum Bhd		1,001,334		615,927
KNM Group Bhd⁽¹⁾		4,983,800		768,604
Kuala Lumpur Kepong Bhd		198,300		1,262,978
Kulim (Malaysia) Bhd		141,000		439,283
Lafarge Malayan Cement Bhd		438,750		1,129,926
Lion Industries Corp. Bhd		540,300		344,744
Malayan Banking Bhd		953,187		2,762,071
Malaysia Airports Holdings Bhd		170,800		333,416
Malaysian Airline System Bhd⁽¹⁾		165,733		117,369
Malaysian Bulk Carriers Bhd		102,200		98,259
Malaysian Resources Corp. Bhd		1,423,500		953,680
Maxis Bhd		1,041,100		1,771,914
MISC Bhd		380,400		1,074,645
MMC Corp. Bhd		540,000		535,192
Mudajaya Group Bhd		180,000		248,201
Multi-Purpose Holdings Bhd		565,440		393,025
Parkson Holdings Bhd		338,890		647,254
Petronas Dagangan Bhd		366,500		1,287,439
Petronas Gas Bhd		135,200		489,040
PLUS Expressways Bhd		603,900		854,960
PPB Group Bhd		273,800		1,690,273
Public Bank Bhd		465,720		1,909,879
Resorts World Bhd		1,339,100		1,509,824
RHB Capital Bhd		217,100		560,849
SapuraCrest Petroleum Bhd		604,300		486,553
Shell Refining Co. Bhd		36,900		126,182
Sime Darby Bhd		1,744,639		4,959,699
SP Setia Bhd		228,600		381,257
Supermax Corp. Bhd		168,000		243,544
TA Enterprise Bhd		1,323,000		313,417
Tan Chong Motor Holdings Bhd		148,700		270,840
Telekom Malaysia Bhd		631,300		691,165
Tenaga Nasional Bhd		692,900		1,963,127

See notes to financial statements

Eaton Vance Parametric Structured Emerging Markets Fund as of October 31, 2010

PORTFOLIO OF INVESTMENTS CONT’D


Security	Shares		Value


Malaysia (continued)


Titan Chemicals Corp. Bhd		688,800	$	511,462
Top Glove Corp. Bhd		327,100		578,806
UEM Land Holdings Bhd⁽¹⁾		765,750		548,388
UMW Holdings Bhd		213,000		464,054
Unisem (M) Bhd		483,600		290,384
Wah Seong Corp. Bhd		435,726		305,807
WCT Bhd		351,800		349,338
YNH Property Bhd		159,815		92,596
YTL Corp. Bhd		303,006		770,253
YTL Power International Bhd		1,355,821		1,020,496


			$	59,541,102




Mauritius — 0.8%

Ireland Blyth, Ltd.		31,600	$	72,837
Mauritius Commercial Bank		1,103,000		5,386,746
Naiade Resorts, Ltd.⁽¹⁾		842,920		852,870
New Mauritius Hotels, Ltd.		1,225,350		4,876,604
Rogers & Co., Ltd.		13,200		121,093
State Bank of Mauritius, Ltd.		770,800		2,184,295
Sun Resorts, Ltd.		376,999		750,324
United Basalt Products, Ltd.		43,200		169,012
United Docks, Ltd.⁽¹⁾		27,400		110,894


			$	14,524,675




Mexico — 6.0%

Alfa SA de CV, Series A		387,800	$	3,235,435
America Movil SAB de CV, Series L		9,677,225		27,735,422
Axtel SA de CV, Series CPO⁽¹⁾		367,100		218,215
Banco Compartamos SA de CV		342,400		2,412,439
Bolsa Mexicana de Valores SA de CV		772,000		1,402,329
Carso Infraestructura y Construccion SA⁽¹⁾		358,400		240,327
Cemex SAB de CV, Series CPO⁽¹⁾		7,592,484		6,671,400
Coca-Cola Femsa SA de CV, Series L		30,200		240,905
Consorcio ARA SA de CV		459,200		291,927
Controladora Comercial Mexicana SA de CV⁽¹⁾		260,300		282,266
Corporacion GEO SA de CV, Series B⁽¹⁾		287,200		911,746
Desarrolladora Homex SAB de CV⁽¹⁾		249,950		1,398,732
Embotelladoras Arca SAB de CV		106,200		438,630
Empresas ICA SAB de CV⁽¹⁾		1,200,300		3,165,028
Fomento Economico Mexicano SA de CV, Series UBD		1,032,500		5,677,579
Genomma Lab Internacional SA de CV⁽¹⁾		310,400		668,914
Grupo Aeroportuario del Pacifico SA de CV, Class B		210,700		782,020
Grupo Aeroportuario del Sureste SAB de CV, Class B		95,500		480,284
Grupo Bimbo SA de CV, Series A		309,100		2,387,840
Grupo Carso SA de CV, Series A1		673,000		3,878,416
Grupo Elektra SA de CV		35,300		1,295,305
Grupo Financiero Banorte SA de CV, Class O		1,841,600		7,879,149
Grupo Financiero Inbursa SA de CV, Class O		1,827,200		7,901,885
Grupo Mexico SAB de CV, Series B		3,132,726		10,318,106
Grupo Modelo SA de CV, Series C		340,700		1,909,333
Grupo Simec SA de CV, Series B⁽¹⁾		92,000		221,879
Grupo Televisa SA ADR		20,700		464,715
Grupo Televisa SA, Series CPO		968,700		4,347,696
Impulsora del Desarrollo y el Empleo en America Latina SA de CV, Series B1⁽¹⁾		919,900		1,193,456
Industrias CH SA, Series B⁽¹⁾		100,700		362,905
Industrias Penoles SA de CV		78,800		2,233,305
Kimberly-Clark de Mexico SA de CV		274,400		1,721,111
Mexichem SA de CV		757,991		2,395,271
Organizacion Soriana SAB de CV, Class B		120,000		365,501
Promotora y Operadora de Infraestructura SA de CV⁽¹⁾		77,700		251,701
Telefonos de Mexico SA de CV, Series L		2,446,800		1,896,329
TV Azteca SA de CV, Series CPO		625,000		469,206
Urbi Desarrollos Urbanos SA de CV⁽¹⁾		280,300		594,968
Wal-Mart de Mexico SAB de CV, Series V		2,605,400		7,131,723


			$	115,473,398




Morocco — 1.5%

Alliances Developpement Immobilier SA		6,900	$	663,425
Attijariwafa Bank		119,400		4,972,756
Banque Centrale Populaire		29,280		1,447,418
Banque Marocaine du Commerce Exterieur (BMCE)		99,292		2,846,854
Banque Marocaine pour le Commerce et l’Industrie (BMCI)		2,860		364,408
Centrale Laitiere		85		132,149
Ciments du Maroc		7,760		1,150,816
Compagnie Generale Immobiliere		5,000		1,099,899
Cosumar Compagnie Sucriere Marocaine et de Raffinage		1,230		250,814
Credit Immobilier et Hotelier		6,440		246,723
Delta Holding SA		14,200		165,217
Douja Promotion Groupe Addoha SA		177,234		2,364,463
Holcim Maroc SA		4,674		1,553,831
Lafarge Ciments		8,810		2,383,332
Managem⁽¹⁾		7,755		504,116
Maroc Telecom		351,675		6,517,173
Samir⁽¹⁾		5,580		427,552
Societe des Brasseries du Maroc		1,590		484,370
SONASID (Societe Nationale de Siderurgie)		2,667		620,635
Wafa Assurance		1,090		390,650


			$	28,586,601

See notes to financial statements

Eaton Vance Parametric Structured Emerging Markets Fund as of October 31, 2010

PORTFOLIO OF INVESTMENTS CONT’D


Security	Shares		Value



Nigeria — 0.7%

Access Bank PLC		11,037,516	$	613,358
Ashaka Cement PLC⁽¹⁾		2,154,293		351,287
Dangote Cement PLC⁽¹⁾		730,000		643,833
Dangote Sugar Refinery PLC		5,767,032		635,215
Diamond Bank PLC⁽¹⁾		5,100,000		267,175
Ecobank Transnational, Inc.		4,538,518		481,540
Fidelity Bank PLC		12,200,000		193,311
First Bank of Nigeria PLC		19,574,046		1,678,332
First City Monument Bank PLC		10,093,000		465,161
Guaranty Trust Bank PLC		12,641,865		1,417,599
Guiness Nigeria PLC		442,075		527,676
Lafarge Cement WAPCO Nigeria PLC		1,228,000		325,648
Nestle Foods Nigeria PLC		235,300		600,733
Nigerian Breweries PLC		3,115,805		1,580,631
Oando PLC		1,735,399		725,001
PZ Cussons Nigeria PLC		1,185,000		263,246
Skye Bank PLC		4,525,000		219,048
UAC of Nigeria PLC		2,058,000		534,971
Unilever Nigeria PLC		1,332,800		247,469
Union Bank of Nigeria PLC⁽¹⁾		4,658,654		126,352
United Bank for Africa PLC		16,954,357		1,011,865
Zenith Bank, Ltd.		16,001,378		1,400,651


			$	14,310,102




Oman — 0.7%

Bank Dhofar SAOG		775,712	$	1,570,960
Bank Muscat SAOG		1,088,518		2,469,795
Bank Sohar⁽¹⁾		1,715,800		997,467
Dhofar International Development & Investment Holding Co.		219,700		293,278
Galfar Engineering & Contracting SAOG		558,446		821,344
National Bank of Oman, Ltd.		409,810		380,922
Oman Cables Industry SAOG		93,600		307,666
Oman Cement Co. SAOG		315,500		519,015
Oman Flour Mills Co., Ltd. SAOG		481,100		786,948
Oman International Bank SAOG		641,400		429,654
Oman National Investment Corp. Holdings		259,875		273,269
Oman Telecommunications Co.		925,000		2,891,601
Ominvest		198,028		217,259
Raysut Cement Co. SAOG		178,345		582,984
Renaissance Holdings Co.		690,523		1,611,173
Shell Oman Marketing Co.		34,398		196,017


			$	14,349,352



Pakistan — 0.7%

Adamjee Insurance Co., Ltd.		221,155	$	179,756
Arif Habib Securities, Ltd.⁽¹⁾		454,200		123,264
Azgard Nine, Ltd.⁽¹⁾		1,954,200		248,102
Bank Alfalah, Ltd.		1,295,638		139,592
D.G. Khan Cement Co., Ltd.⁽¹⁾		1,053,232		335,395
Engro Corp., Ltd.		462,620		945,662
Fatima Fertilizer Co., Ltd.⁽¹⁾		136,260		15,395
Fauji Fertilizer Bin Qasim, Ltd.		635,000		231,881
Fauji Fertilizer Co., Ltd.		475,152		591,864
Habib Bank, Ltd		176,000		210,294
Hub Power Co., Ltd.		3,039,700		1,184,867
Jahangir Siddiqui & Co., Ltd.		2,323,700		267,406
Kot Addu Power Co., Ltd.		523,900		241,096
Lucky Cement, Ltd.		549,500		467,288
Muslim Commercial Bank, Ltd.		941,112		2,221,377
National Bank of Pakistan		719,267		539,704
Nishat Mills, Ltd.		1,359,810		818,214
Oil & Gas Development Co., Ltd.		1,273,400		2,290,058
Pakistan Oil Fields, Ltd.		212,900		601,466
Pakistan Petroleum, Ltd.		486,890		1,061,625
Pakistan State Oil Co., Ltd.		155,200		480,753
Pakistan Telecommunication Co., Ltd.		2,792,700		593,638
SUI Northern Gas Pipelines, Ltd.⁽¹⁾		211,000		79,210
United Bank, Ltd.		775,745		507,426


			$	14,375,333




Peru — 1.7%

Alicorp SA		384,800	$	728,762
Casa Grande SAA⁽¹⁾		69,120		237,110
Cia de Minas Buenaventura SA ADR		173,580		9,206,683
Cia Minera Milpo SA		378,094		972,763
Credicorp, Ltd.		9,890		1,236,250
Credicorp, Ltd. ADR		66,594		8,382,853
Edegel SA		1,180,000		771,628
Edelnor SA		108,248		131,515
Energia del Sur SA		39,900		263,766
Ferreyros SA		376,710		518,254
Grana y Montero SA		210,612		479,399
Luz del Sur SAA		90,550		208,053
Minsur SA		162,200		553,514
Sociedad Minera Cerro Verde SA		19,790		692,650
Sociedad Minera el Brocal SA		8,970		160,264
Southern Copper Corp.		133,080		5,695,824
Volcan Cia Minera SA, Class B		1,284,846		1,515,094


			$	31,754,382

See notes to financial statements

Eaton Vance Parametric Structured Emerging Markets Fund as of October 31, 2010

PORTFOLIO OF INVESTMENTS CONT’D


Security	Shares		Value



Philippines — 1.6%

Aboitiz Equity Ventures, Inc.		3,911,000	$	3,049,606
Aboitiz Power Corp.		1,765,000		1,126,983
Alliance Global Group, Inc.		4,540,000		1,195,148
Ayala Corp.		192,996		1,804,297
Ayala Land, Inc.		3,951,800		1,540,764
Banco De Oro		701,020		994,046
Bank of the Philippine Islands		1,032,451		1,408,598
Filinvest Land, Inc.		3,449,000		110,744
First Gen Corp.⁽¹⁾		1,956,622		619,612
First Philippine Holdings Corp.		228,500		355,658
Globe Telecom, Inc.		18,040		377,524
Holcim Philippines, Inc.		1,492,000		358,489
International Container Terminal Services, Inc.		834,700		835,165
JG Summit Holding, Inc.		2,411,900		1,440,177
Jollibee Foods Corp.		573,300		1,180,893
Lopez Holdings Corp.⁽¹⁾		4,600,000		599,053
Manila Electric Co.		345,600		1,775,398
Manila Water Co.		254,600		110,417
Megaworld Corp.		12,596,000		749,993
Metropolitan Bank & Trust Co.		581,600		1,057,583
Philex Mining Corp.		3,679,225		1,195,681
Philippine Long Distance Telephone Co.		50,420		3,134,841
Philippine Long Distance Telephone Co. ADR		10,500		652,365
PNOC Energy Development Corp.		6,100,000		851,318
Robinsons Land Corp.		1,611,400		635,752
SM Investments Corp.		187,238		2,374,112
SM Prime Holdings, Inc.		3,202,799		891,411
Universal Robina Corp.		809,600		818,825
Vista Land & Lifescapes, Inc.		3,675,000		282,310


			$	31,526,763




Poland — 3.1%

Agora SA		79,030	$	775,134
AmRest Holdings SE⁽¹⁾		7,766		212,092
Asseco Poland SA		144,781		2,675,893
Bank Handlowy w Warszawie SA		23,170		731,469
Bank Millennium SA⁽¹⁾		419,685		744,291
Bank Pekao SA		71,138		4,643,326
Bank Zachodni WBK SA		14,100		1,042,195
Bioton SA⁽¹⁾		13,249,600		883,229
BRE Bank SA⁽¹⁾		8,504		858,289
Budimex SA		25,400		934,857
Cersanit SA⁽¹⁾		130,650		519,095
Cinema City International NV⁽¹⁾		50,300		753,198
Cyfrowy Polsat SA		167,100		820,901
Dom Development SA		7,570		124,611
Echo Investment SA⁽¹⁾		150,000		278,608
Enea SA		31,000		257,271
Eurocash SA		149,300		1,369,252
Getin Holding SA⁽¹⁾		233,150		874,122
Globe Trade Centre SA⁽¹⁾		88,790		722,447
Grupa Kety SA		9,600		398,568
Grupa Lotos SA⁽¹⁾		51,453		546,514
ING Bank Slaski SA⁽¹⁾		2,685		817,732
KGHM Polska Miedz SA		92,080		4,135,280
KOPEX SA⁽¹⁾		40,600		256,219
LPP SA		1,100		749,094
Lubelski Wegiel Bogdanka SA⁽¹⁾		18,600		735,564
Mondi Swiecie SA⁽¹⁾		9,600		264,147
Multimedia Polska SA⁽¹⁾		89,740		305,345
Netia SA⁽¹⁾		401,654		781,603
NG2 SA		19,400		420,683
Orbis SA⁽¹⁾		30,000		436,804
PBG SA		19,720		1,501,041
Polimex-Mostostal SA		957,000		1,393,242
Polish Oil & Gas		1,167,600		1,515,744
Polnord SA		20,350		264,771
Polska Grupa Energetyczna SA		354,200		2,717,013
Polski Koncern Miesny Duda SA⁽¹⁾		430,000		244,350
Polski Koncern Naftowy Orlen SA⁽¹⁾		217,800		3,070,996
Powszechna Kasa Oszczednosci Bank Polski SA		404,310		6,378,788
Powszechny Zaklad Ubezpieczen SA		20,100		2,665,500
Tauron Polska Energia SA⁽¹⁾		911,700	��	2,082,332
Telekomunikacja Polska SA		838,050		5,336,416
TVN SA		324,120		2,038,704
Vistula Group SA⁽¹⁾		400,000		348,474
Zaklad Przetworstwa Hutniczego Stalprodukt SA		1,900		267,460
Zaklady Azotowe Pulawy SA		8,500		223,426


			$	59,116,090




Qatar — 1.6%

Aamal Co. QSC⁽¹⁾		71,383	$	401,389
Barwa Real Estate Co.		79,193		705,379
Commercial Bank of Qatar		60,167		1,358,722
Doha Bank, Ltd.		49,996		727,013
First Finance Co.		53,357		290,338
Gulf International Services QSC		101,750		743,454
Industries Qatar		216,045		6,818,229
Masraf Al Rayan⁽¹⁾		399,150		1,701,918
Qatar Electricity & Water Co.		44,280		1,390,292
Qatar Fuel		11,022		604,298
Qatar Gas Transport Co., Ltd. (NAKILAT)		387,640		1,985,903
Qatar Insurance Co.		18,635		411,435
Qatar International Islamic Bank		27,943		353,351

See notes to financial statements

Eaton Vance Parametric Structured Emerging Markets Fund as of October 31, 2010

PORTFOLIO OF INVESTMENTS CONT’D


Security	Shares		Value


Qatar (continued)


Qatar Islamic Bank		61,687	$	1,303,583
Qatar National Bank		105,889		4,768,315
Qatar National Cement Co.		10,500		249,884
Qatar National Navigation		54,321		1,264,847
Qatar Telecom QSC		41,902		2,039,026
Salam International Investment, Ltd. QSC		53,000		144,592
United Development Co.⁽¹⁾		66,800		459,280
Vodafone Qatar⁽¹⁾		1,007,110		2,272,846


			$	29,994,094




Romania — 0.8%

Antibiotice SA		409,100	$	79,538
Banca Transilvania⁽¹⁾		5,967,347		2,664,638
Biofarm Bucuresti⁽¹⁾		7,119,988		448,261
BRD-Group Societe Generale		1,578,760		6,387,484
Impact SA⁽¹⁾		253,290		37,821
OMV Petrom SA⁽¹⁾		41,816,100		4,549,077
Transelectrica SA		134,000		786,931


			$	14,953,750




Russia — 6.1%

Aeroflot-Russian Airlines		229,000	$	552,806
AvtoVAZ⁽¹⁾		263,394		299,152
Comstar United Telesystems GDR⁽¹⁾		151,550		981,778
CTC Media, Inc.		186,167		4,393,541
Evraz Group SA GDR⁽¹⁾⁽³⁾		38,835		1,178,174
Federal Grid Co. Unified Energy System JSC⁽¹⁾		157,367,282		1,892,656
Federal Hydrogenerating Co.⁽¹⁾		44,658,616		2,285,307
Federal Hydrogenerating Co. ADR⁽¹⁾		56,000		289,412
Gazprom OAO ADR		53,450		1,167,882
IDGC Holding JSC		12,063,800		2,144,316
Irkut Electric Grids Co.⁽¹⁾⁽²⁾		338,903		0
Irkutskenergo		327,400		251,479
KamAZ⁽¹⁾		127,700		298,684
LUKOIL OAO ADR		134,677		7,510,250
Magnitogorsk Iron & Steel Works GDR⁽³⁾		53,108		662,686
Mechel ADR		48,600		1,144,530
MMC Norilsk Nickel		2,680		479,510
MMC Norilsk Nickel ADR		220,845		4,110,217
Mobile TeleSystems		1,018,600		8,165,260
Mobile TeleSystems ADR		5,500		119,075
Mosenergo		2,971,603		316,357
NovaTek OAO GDR⁽³⁾		40,116		3,834,751
Novolipetsk Steel GDR⁽³⁾		27,936		955,638
OAO Gazprom		73,400		392,672
OAO Gazprom ADR		855,077		18,721,939
OAO Inter Rao Ues⁽¹⁾		399,004,049		598,397
OAO Seventh Continent⁽¹⁾		16,900		136,439
OAO TMK GDR⁽¹⁾⁽³⁾		36,357		714,267
Pegas Nonwovens SA		41,100		974,821
PIK Group GDR⁽¹⁾		166,400		623,136
Quadra Power Generation JGC⁽¹⁾		16,839,141		8,740
RBC Information Systems⁽¹⁾		304,450		344,943
Rosneft Oil Co. GDR⁽¹⁾		166,000		1,157,020
Rosneft Oil Co. GDR⁽¹⁾⁽³⁾		516,850		3,596,309
Rostelecom ADR		30,400		820,800
Sberbank of Russian Federation		6,590,288		21,631,915
Severstal OAO GDR⁽¹⁾⁽³⁾		67,745		912,047
Sistema JSFC GDR		41,430		1,066,840
Sistema JSFC		719,800		634,485
SOLLERS⁽¹⁾		24,262		413,026
Surgutneftegas ADR		303,403		2,970,997
Surgutneftegaz, PFC Shares		2,843,800		1,429,035
Tatneft ADR		61,566		1,938,596
TGK-2⁽¹⁾		13,779,634		3,748
TMK OAO⁽¹⁾		5,211		25,708
Transneft		647		773,301
Uralkali GDR		46,500		1,149,014
Vimpel-Communications ADR⁽¹⁾		189,384		2,903,257
VTB Bank OJSC GDR⁽³⁾		474,970		3,139,833
Wimm-Bill-Dann Foods OJSC ADR		10,660		270,338
X5 Retail Group NV GDR⁽¹⁾		136,994		5,748,085


			$	116,133,169




Slovenia — 0.8%

Gorenje DD⁽¹⁾		37,265	$	687,217
KRKA DD		64,705		5,664,549
Luka Koper⁽¹⁾		35,250		790,412
Mercator Poslovni Sistem		5,787		1,328,967
Nova Kreditna Banka Maribor⁽¹⁾		88,381		1,265,095
Petrol		3,707		1,377,561
Reinsurance Co. Sava, Ltd.⁽¹⁾		19,485		230,514
Sava DD		3,797		925,345
Telekom Slovenije DD		12,842		1,773,528
Zavarovalnica Triglav DD⁽¹⁾		44,139		979,944


			$	15,023,132




South Africa — 6.3%

ABSA Group, Ltd.		108,850	$	2,108,727
Adcock Ingram Holdings, Ltd.		60,400		564,465
AECI, Ltd.		31,830		354,151
African Bank Investments, Ltd.		320,714		1,643,780

See notes to financial statements

Eaton Vance Parametric Structured Emerging Markets Fund as of October 31, 2010

PORTFOLIO OF INVESTMENTS CONT’D


Security	Shares		Value


South Africa (continued)


African Rainbow Minerals, Ltd.		38,400	$	977,838
Allied Electronics Corp., Ltd., PFC Shares		186,200		744,268
Anglo Platinum, Ltd.⁽¹⁾		16,480		1,628,192
AngloGold Ashanti, Ltd.		112,371		5,270,241
Aquarius Platinum, Ltd.		122,100		706,285
Arcelormittal South Africa, Ltd.		50,577		580,296
Aspen Pharmacare Holdings, Ltd.⁽¹⁾		144,131		1,920,028
Aveng, Ltd.		343,690		2,160,296
AVI, Ltd.		119,300		476,859
Barloworld, Ltd.		247,220		1,856,056
Bidvest Group, Ltd.		243,496		5,186,261
Clicks Group, Ltd.		89,300		581,615
DataTec, Ltd.		140,700		703,363
Discovery Holdings, Ltd.		155,245		874,462
FirstRand, Ltd.		1,224,750		3,590,669
Foschini, Ltd.		68,500		830,855
Gold Fields, Ltd.		220,035		3,454,593
Grindrod, Ltd.		340,300		824,694
Group Five, Ltd.		81,460		454,816
Growthpoint Properties, Ltd.		475,200		1,171,591
Harmony Gold Mining Co., Ltd.		121,010		1,389,661
Hyprop Investments, Ltd.		67,500		523,298
Illovo Sugar, Ltd.		87,400		325,521
Impala Platinum Holdings, Ltd.		166,580		4,702,906
Imperial Holdings, Ltd.		62,680		1,024,514
Investec, Ltd.		72,500		596,259
JD Group, Ltd.		58,290		409,621
JSE, Ltd.		42,700		481,556
Kumba Iron Ore, Ltd.		24,560		1,394,311
Kumba Resources, Ltd.		54,510		1,025,553
Lewis Group, Ltd.		32,500		331,089
Liberty Holdings, Ltd.		73,900		790,187
Life Healthcare Group Holdings, Ltd.		126,300		253,141
Massmart Holdings, Ltd.		70,000		1,425,417
Medi-Clinic Corp., Ltd.		57,420		222,139
Metropolitan Holdings, Ltd.		162,100		390,745
Mondi, Ltd.		72,300		600,694
Mr. Price Group, Ltd.		72,100		654,839
MTN Group, Ltd.		936,440		16,846,499
Murray & Roberts Holdings, Ltd.		301,950		1,871,382
Mvelaphanda Resources, Ltd.⁽¹⁾		41,600		271,989
Nampak, Ltd.		171,938		482,469
Naspers, Ltd., Class N		133,942		7,025,564
Nedbank Group, Ltd.		76,530		1,429,193
Netcare, Ltd.⁽¹⁾		415,950		865,295
Northam Platinum, Ltd.		67,300		465,369
Pangbourne Properties, Ltd.		122,800		340,965
Pick’n Pay Stores, Ltd.		130,670		859,649
Pretoria Portland Cement Co., Ltd.		225,427		1,073,479
Raubex Group, Ltd.		93,000		330,930
Redefine Properties, Ltd.		971,400		1,132,176
Remgro, Ltd.		156,800		2,429,500
Reunert, Ltd.		174,760		1,596,665
RMB Holdings, Ltd.		229,400		1,180,656
Sanlam, Ltd.		538,690		2,016,935
Sappi, Ltd.⁽¹⁾		132,236		654,647
Sasol, Ltd.		146,050		6,576,969
Shoprite Holdings, Ltd.		152,700		2,159,238
Spar Group, Ltd.		54,600		742,277
Standard Bank Group, Ltd.		364,121		5,358,322
Steinhoff International Holdings, Ltd.⁽¹⁾		450,840		1,414,605
Sun International, Ltd.		30,482		426,191
Telkom South Africa, Ltd.		253,050		1,307,401
Tiger Brands, Ltd.		59,000		1,581,611
Tongaat-Hulett⁽¹⁾		21,000		294,714
Truworths International, Ltd.		150,600		1,486,100
Vodacom Group (Pty), Ltd.		190,600		1,830,953
Wilson Bayly Holmes-Ovcon, Ltd.		51,800		996,717
Woolworths Holdings, Ltd.		250,409		981,154


			$	121,235,466




South Korea — 6.2%

Amorepacific Corp.		688	$	635,876
Asiana Airlines⁽¹⁾		46,000		374,581
Busan Bank		38,370		478,075
Celltrion, Inc.⁽¹⁾		20,810		461,072
Cheil Industries, Inc.		14,000		1,177,414
Cheil Worldwide, Inc.		32,500		353,732
CJ CheilJedang Corp.		1,796		346,034
CJ Corp.		3,700		260,809
CJ O Shopping Co., Ltd.⁽¹⁾		3,069		692,602
Daegu Bank		26,450		347,045
Daelim Industrial Co., Ltd.		4,950		404,156
Daewoo Engineering & Construction Co., Ltd.		37,741		353,736
Daewoo International Corp.		11,575		360,927
Daewoo Motor Sales Corp.⁽¹⁾		104,445		280,830
Daewoo Securities Co., Ltd.		24,050		522,882
Daewoo Shipbuilding & Marine Engineering Co., Ltd.		18,880		502,479
Dong-A Pharmaceutical Co., Ltd.		3,386		353,570
Dongbu Insurance Co., Ltd.		9,840		347,783
Dongkuk Steel Mill Co., Ltd.		12,930		297,941
Doosan Corp.		3,160		426,361
Doosan Heavy Industries & Construction Co., Ltd.		9,100		717,220
Doosan Infracore Co., Ltd.⁽¹⁾		16,600		410,789

See notes to financial statements

Eaton Vance Parametric Structured Emerging Markets Fund as of October 31, 2010

PORTFOLIO OF INVESTMENTS CONT’D


Security	Shares		Value


South Korea (continued)


GLOVIS Co., Ltd.		7,470	$	1,059,173
GS Engineering & Construction Corp.		6,270		532,841
GS Holdings Corp.		16,000		839,991
Hana Financial Group, Inc.		53,330		1,515,415
Hanjin Heavy Industries & Construction Co., Ltd.		9,813		374,090
Hanjin Shipping Co., Ltd.⁽¹⁾		18,291		507,626
Hanjin Shipping Holdings Co., Ltd.⁽¹⁾		17,298		247,985
Hankook Tire Co., Ltd.		21,040		548,027
Hanmi Pharmaceutical Co., Ltd.⁽¹⁾		1,692		148,863
Hansol Paper Co., Ltd.		30,000		299,048
Hanwha Chemical Corp.		29,490		803,125
Hanwha Corp.		17,590		664,250
Hite Brewery Co., Ltd.		1,789		199,497
Honam Petrochemical Corp.		4,170		921,766
Hynix Semiconductor, Inc.⁽¹⁾		71,290		1,468,220
Hyosung Corp.		7,680		853,656
Hyundai Department Store Co., Ltd.		6,215		688,762
Hyundai Development Co.		16,000		449,990
Hyundai Engineering & Construction Co., Ltd.		11,670		784,071
Hyundai Heavy Industries Co., Ltd.		9,470		3,089,109
Hyundai Marine & Fire Insurance Co., Ltd.		13,800		295,108
Hyundai Merchant Marine Co., Ltd.		20,100		711,372
Hyundai Mipo Dockyard Co., Ltd.		3,775		631,399
Hyundai Mobis		13,600		3,386,817
Hyundai Motor Co.		33,800		5,116,802
Hyundai Securities Co., Ltd.		43,870		575,019
Hyundai Steel Co.		14,230		1,381,736
Industrial Bank of Korea		54,280		779,951
Kangwon Land, Inc.		23,740		559,065
KB Financial Group, Inc.		84,511		3,762,859
KCC Corp.		1,445		479,174
Kia Motors Corp.		43,320		1,733,296
Korea Electric Power Corp.⁽¹⁾		87,220		2,295,667
Korea Exchange Bank		65,860		785,088
Korea Express Co., Ltd.⁽¹⁾		4,349		275,215
Korea Gas Corp.		5,680		232,712
Korea Investment Holdings Co., Ltd.		16,690		527,189
Korea Line Corp.⁽¹⁾		4,000		144,598
Korea Zinc Co., Ltd.		4,440		1,123,796
Korean Air Lines Co., Ltd.⁽¹⁾		11,002		700,856
Korean Reinsurance Co.		38,661		435,794
KT Corp.		40,973		1,614,338
KT&G Corp.		26,915		1,654,666
LG Chem, Ltd.		10,618		3,285,557
LG Corp.		14,610		1,045,224
LG Display Co., Ltd.		34,900		1,196,736
LG Electronics, Inc.		18,720		1,648,424
LG Hausys, Ltd.		2,858		228,299
LG Household & Health Care, Ltd.		1,850		618,043
LG Life Sciences, Ltd.⁽¹⁾		5,000		215,370
LG Uplus Corp.		78,920		512,090
LIG Insurance Co., Ltd.		12,400		256,784
Lotte Shopping Co., Ltd.		3,265		1,337,587
LS Corp.		3,530		358,195
LS Industrial Systems Co., Ltd.		3,800		305,042
Macquarie Korea Infrastructure Fund		31,415		139,312
Mirae Asset Securities Co., Ltd.		9,580		502,127
Namhae Chemical Corp.		15,250		270,767
NCsoft Corp.		2,850		627,795
NHN Corp.⁽¹⁾		6,475		1,145,602
Nong Shim Co., Ltd.		1,400		257,207
OCI Co., Ltd.		3,870		1,139,801
ORION Corp.		800		267,783
POSCO		15,527		6,408,422
S-Oil Corp.		11,085		684,413
S1 Corp.		5,750		317,029
Samsung C&T Corp.		20,020		1,175,723
Samsung Card Co., Ltd.		14,060		672,831
Samsung Electro-Mechanics Co., Ltd.		9,390		1,031,566
Samsung Electronics Co., Ltd.		20,700		13,732,913
Samsung Electronics Co., Ltd., PFC Shares		1,928		947,390
Samsung Engineering Co., Ltd.		4,600		735,138
Samsung Fine Chemicals Co., Ltd.		8,450		501,863
Samsung Fire & Marine Insurance Co., Ltd.		10,085		1,729,504
Samsung Heavy Industries Co., Ltd.		31,450		883,792
Samsung Life Insurance Co., Ltd.		23,300		2,088,167
Samsung SDI Co., Ltd.		6,350		872,224
Samsung Securities Co., Ltd.		15,140		867,171
Samsung Techwin Co., Ltd.		5,295		494,999
Shinhan Financial Group Co., Ltd.		103,003		3,990,358
Shinsegae Co., Ltd.		2,652		1,344,433
SK Broadband Co., Ltd.⁽¹⁾		83,346		417,861
SK C&C Co., Ltd.		3,900		334,751
SK Chemicals Co., Ltd.		5,860		327,194
SK Energy Co., Ltd.		15,679		2,109,879
SK Holdings Co., Ltd.		6,015		626,748
SK Networks Co., Ltd.		26,310		252,938
SK Telecom Co., Ltd.		11,650		1,773,195
SK Telecom Co., Ltd. ADR		9,450		174,164
STX Pan Ocean Co., Ltd.		64,580		688,444
Tong Yang Securities, Inc.		32,865		332,697
Woongjin Coway Co., Ltd.		14,650		531,617
Woori Finance Holdings Co., Ltd.		73,360		925,024

See notes to financial statements

Eaton Vance Parametric Structured Emerging Markets Fund as of October 31, 2010

PORTFOLIO OF INVESTMENTS CONT’D


Security	Shares		Value


South Korea (continued)


Woori Investment & Securities Co., Ltd.		34,900	$	617,163
Yuhan Corp.		1,875		265,743


			$	118,517,035




Taiwan — 6.1%

Acer, Inc.		506,990	$	1,476,409
Advanced Semiconductor Engineering, Inc.		804,774		700,308
Altek Corp.		253,579		362,381
Ambassador Hotel		298,000		471,161
AmTRAN Technology Co., Ltd.		349,073		295,877
Asia Cement Corp.		440,845		454,129
Asia Optical Co., Inc.⁽¹⁾		146,907		250,505
Asustek Computer, Inc.		121,578		986,596
AU Optronics Corp.⁽¹⁾		1,230,837		1,227,995
Capital Securities Corp.		701,407		319,799
Catcher Technology Co., Ltd.		211,647		563,643
Cathay Financial Holding Co., Ltd.		1,692,903		2,587,709
Chang Hwa Commercial Bank		950,000		627,719
Cheng Shin Rubber Industry Co., Ltd.		509,863		1,136,471
Chicony Electronics Co., Ltd.		147,439		324,676
Chimei Innolux Corp.⁽¹⁾		1,140,884		1,530,953
China Airlines, Ltd.⁽¹⁾		774,411		603,925
China Development Financial Holding Corp.		2,912,209		865,523
China Life Insurance Co., Ltd.		545,556		442,706
China Motor Corp.		582,315		472,860
China Petrochemical Development Corp.⁽¹⁾		820,800		694,064
China Steel Corp.		2,758,260		2,793,756
Chinatrust Financial Holding Co., Ltd.		2,331,671		1,455,634
Chipbond Technology Corp.⁽¹⁾		259,000		403,053
Chong Hong Construction Co., Ltd.		164,495		405,209
Chunghwa Picture Tubes, Ltd.⁽¹⁾		2,539,419		383,385
Chunghwa Telecom Co., Ltd.		1,203,433		2,814,985
Chunghwa Telecom Co., Ltd. ADR		25,770		603,018
Clevo Co.		170,426		375,361
Compal Electronics, Inc.		686,345		875,654
Coretronic Corp.		232,505		355,386
Delta Electronics, Inc.		316,105		1,305,905
Dynapack International Technology Corp.		111,374		347,615
E Ink Holdings, Inc.⁽¹⁾		267,000		467,290
E.Sun Financial Holding Co., Ltd.		839,591		431,234
Elan Microelectronics Corp.		165,300		238,210
Epistar Corp.		103,472		331,150
EVA Airways Corp.⁽¹⁾		742,744		750,685
Evergreen International Storage & Transport Corp.		319,000		283,031
Evergreen Marine Corp.⁽¹⁾		582,050		485,085
Everlight Electronics Co., Ltd.		104,291		288,536
Far Eastern Department Stores, Ltd.		612,862		760,644
Far Eastern New Century Corp.		620,727		892,780
Far EasTone Telecommunications Co., Ltd.		626,074		901,624
Faraday Technology Corp.		169,434		334,030
Feng Hsin Iron & Steel Co., Ltd.		183,260		300,602
First Financial Holding Co., Ltd.		1,352,636		892,108
First Steamship Co., Ltd.		171,771		341,263
Formosa Chemicals & Fibre Corp.		941,980		2,693,812
Formosa International Hotels Corp.		29,117		472,914
Formosa Petrochemical Corp.		479,320		1,302,842
Formosa Plastics Corp.		1,152,670		3,302,626
Formosa Taffeta Co., Ltd.		542,000		492,900
Formosan Rubber Group, Inc.		433,000		341,381
Foxconn International Holdings, Ltd.⁽¹⁾		582,000		430,680
Foxconn Technology Co., Ltd.		171,295		534,254
Fubon Financial Holding Co., Ltd.		1,382,139		1,690,879
Giant Manufacturing Co., Ltd.		150,208		589,926
Gintech Energy Corp.		133,000		384,159
Goldsun Development & Construction Co., Ltd.		881,117		454,098
Great Wall Enterprise Co., Ltd.		369,020		386,986
HannStar Display Corp.⁽¹⁾		2,250,299		449,961
Highwealth Construction Corp.		227,705		406,639
Hon Hai Precision Industry Co., Ltd.		1,274,034		4,818,442
Hotai Motor Co., Ltd.		159,000		462,625
HTC Corp.		136,332		3,091,654
Hua Nan Financial Holdings Co., Ltd.		1,212,422		799,255
Inotera Memories, Inc.⁽¹⁾		895,786		438,968
Inventec Co., Ltd.		614,460		323,134
KGI Securities Co., Ltd.		629,000		296,555
Largan Precision Co., Ltd.		27,795		551,609
Lite-On Technology Corp.		544,328		718,997
Macronix International Co., Ltd.		667,860		410,701
MediaTek, Inc.		184,462		2,320,594
Mega Financial Holding Co., Ltd.		2,865,000		1,986,296
Motech Industries, Inc.		75,175		302,316
Nan Kang Rubber Tire Co., Ltd.⁽¹⁾		356,900		505,979
Nan Ya Plastics Corp.		1,534,608		3,409,037
Nanya Technology Corp.⁽¹⁾		312,000		186,670
Neo Solar Power Corp.⁽¹⁾		149,000		363,837
Novatek Microelectronics Corp., Ltd.		108,942		317,640
Oriental Union Chemical Corp.		621,300		656,325
Pan-International Industrial Co., Ltd.		152,938		227,789
Pegatron Corp.⁽¹⁾		433,028		586,157
Phison Electronics Corp.		60,363		305,619
Polaris Securities Co., Ltd.		470,300		261,195
Pou Chen Corp.		1,251,819		1,186,234
Powerchip Technology Corp.⁽¹⁾		1,370,239		340,004
Powertech Technology, Inc.		118,969		393,182
President Chain Store Corp.		261,664		1,037,854

See notes to financial statements

Eaton Vance Parametric Structured Emerging Markets Fund as of October 31, 2010

PORTFOLIO OF INVESTMENTS CONT’D


Security	Shares		Value


Taiwan (continued)


Qisda Corp.⁽¹⁾		700,000	$	488,456
Quanta Computer, Inc.		614,508		1,128,546
Radiant Opto-Electronics Corp.		257,398		386,402
Radium Life Tech Co., Ltd.		319,000		425,487
Realtek Semiconductor Corp.		116,826		277,007
RichTek Technology Corp.		36,478		286,747
Ritek Corp.⁽¹⁾		1,292,159		363,569
Ruentex Development Co., Ltd.		269,000		445,173
Ruentex Industries, Ltd.		276,000		788,905
Sanyang Industrial Co., Ltd.⁽¹⁾		742,327		401,081
Shin Kong Financial Holding Co., Ltd.⁽¹⁾		1,574,929		579,081
Shin Zu Shing Co., Ltd.		101,269		261,931
Shinkong Synthetic Fibers Corp.		1,197,000		605,130
Siliconware Precision Industries Co.		601,243		661,276
Simplo Technology Co., Ltd.		64,372		412,400
Sincere Navigation		230,800		279,314
Sino-American Silicon Products, Inc.		105,069		329,415
SinoPac Financial Holdings Co., Ltd.		2,065,000		778,056
Solar Applied Materials Technology Corp.		244,552		532,367
Star Comgisitic Capital Co., Ltd.⁽¹⁾		222,320		283,876
Synnex Technology International Corp.		209,818		513,887
Tainan Spinning Co., Ltd.		865,980		570,128
Taishin Financial Holdings Co., Ltd.⁽¹⁾		1,696,757		742,115
Taiwan Business Bank⁽¹⁾		1,067,040		355,292
Taiwan Cement Corp.		800,994		851,698
Taiwan Cooperative Bank		1,196,063		854,311
Taiwan Fertilizer Co., Ltd.		218,000		743,324
Taiwan Glass Industrial Corp.		252,000		304,787
Taiwan Kolin Co., Ltd.⁽¹⁾⁽²⁾		177,000		0
Taiwan Mobile Co., Ltd.		604,427		1,347,432
Taiwan Semiconductor Manufacturing Co., Ltd.		4,135,465		8,507,937
Taiwan Tea Corp.		395,711		259,857
Tatung Co., Ltd.⁽¹⁾		3,218,000		758,486
Teco Electric & Machinery Co., Ltd.		482,000		302,172
Tong Yang Industry Co., Ltd.		154,000		244,499
Transcend Information, Inc.		89,826		223,169
Tripod Technology Corp.		119,401		458,140
TSRC Corp.		286,000		519,845
TTY Biopharm Co., Ltd.		63,000		286,366
Tung Ho Steel Enterprise Corp.		243,060		227,260
U-Ming Marine Transport Corp.		186,000		382,962
Uni-President Enterprises Corp.		1,362,727		1,770,977
Unimicron Technology Corp.		202,000		342,992
United Microelectronics Corp.		2,122,090		1,017,933
Walsin Lihwa Corp.⁽¹⁾		958,000		573,802
Wan Hai Lines, Ltd.⁽¹⁾		494,250		362,709
Waterland Financial Holdings		941,861		304,279
Wei Chuan Food Corp.		379,000		431,107
Wintek Corp.⁽¹⁾		299,000		504,064
Wistron Corp.		433,653		892,194
WPG Holdings Co., Ltd.		222,550		413,784
Yageo Corp.⁽¹⁾		788,000		335,899
Yang Ming Marine Transport⁽¹⁾		637,050		484,776
Yieh Phui Enterprise		1,017,324		365,151
Young Fast Optoelectronics Co., Ltd.		34,578		407,132
Yuanta Financial Holding Co., Ltd.		2,407,225		1,511,712
Yuen Foong Yu Paper Manufacturing Co., Ltd.		885,833		436,328
Yulon Motor Co., Ltd.		523,809		1,025,937
Zinwell Corp.		185,871		303,157


			$	116,097,186




Thailand — 3.4%

Advanced Info Service PCL⁽⁴⁾		1,537,000	$	4,622,806
Airports of Thailand PCL⁽⁴⁾		491,000		639,664
Asian Property Development PCL⁽⁴⁾		2,397,500		529,111
Bangkok Bank PCL		252,500		1,257,380
Bangkok Bank PCL⁽⁴⁾		101,800		525,768
Bangkok Dusit Medical Services PCL⁽⁴⁾		284,400		381,576
Bangkok Expressway PCL⁽⁴⁾		127,000		78,769
Bank of Ayudhya PCL⁽⁴⁾		2,076,800		1,676,477
Banpu PCL⁽⁴⁾		62,400		1,627,056
BEC World PCL⁽⁴⁾		1,567,600		1,742,652
Bumrungrad Hospital PCL⁽⁴⁾		415,500		477,970
Cal-Comp Electronics (Thailand) PCL⁽⁴⁾		2,747,300		345,430
Central Pattana PCL⁽⁴⁾		426,000		395,105
CH. Karnchang PCL⁽⁴⁾		892,200		301,298
Charoen Pokphand Foods PCL⁽⁴⁾		4,153,900		3,234,591
CP ALL PCL⁽⁴⁾		2,981,100		4,425,906
Delta Electronics (Thailand) PCL⁽⁴⁾		1,087,100		1,153,112
Electricity Generating PCL⁽⁴⁾		207,400		678,889
Glow Energy PCL⁽⁴⁾		1,063,200		1,767,044
Hana Microelectronics PCL⁽⁴⁾		888,200		741,648
IRPC PCL⁽⁴⁾		5,180,100		734,266
Italian-Thai Development PCL⁽¹⁾⁽⁴⁾		1,858,000		301,593
Kasikornbank PCL⁽⁴⁾		998,000		4,202,563
Khon Kaen Sugar Industry PCL		897,000		380,287
Krung Thai Bank PCL⁽⁴⁾		1,482,000		835,645
L.P.N. Development PCL⁽⁴⁾		400,000		157,448
Land & Houses PCL		1,242,800		290,821
Land & Houses PCL⁽⁴⁾		1,350,700		322,645
Minor International PCL⁽⁴⁾		2,325,270		956,362
Precious Shipping PCL⁽⁴⁾		258,800		164,961
Pruksa Real Estate PCL⁽⁴⁾		450,000		324,779
PTT Aromatics & Refining PCL⁽⁴⁾		587,652		584,852
PTT Chemical PCL⁽⁴⁾		308,800		1,457,859

See notes to financial statements

Eaton Vance Parametric Structured Emerging Markets Fund as of October 31, 2010

PORTFOLIO OF INVESTMENTS CONT’D


Security	Shares		Value


Thailand (continued)


PTT Exploration & Production PCL⁽⁴⁾		949,800	$	5,433,036
PTT PCL⁽⁴⁾		524,460		5,313,137
Quality House PCL⁽⁴⁾		2,038,700		158,345
Ratchaburi Electricity Generating Holding PCL⁽⁴⁾		463,700		565,118
Sahaviriya Steel Industries PCL⁽¹⁾		5,208,300		278,232
Samart Corp. PCL		366,600		98,575
Siam Cement PCL⁽⁴⁾		184,500		2,029,889
Siam City Bank PCL⁽¹⁾⁽⁴⁾		516,300		557,178
Siam City Cement PCL⁽⁴⁾		47,690		367,944
Siam Commercial Bank PCL⁽⁴⁾		940,000		3,221,580
Siam Makro PCL⁽⁴⁾		35,000		158,773
Sino Thai Engineering & Construction PCL⁽⁴⁾		2,479,500		1,136,154
Thai Airways International PCL⁽⁴⁾		642,900		1,002,053
Thai Beverage PCL		5,990,000		1,295,836
Thai Oil PCL⁽⁴⁾		712,500		1,262,691
Thai Tap Water Supply Co., Ltd		3,598,200		786,477
Thai Union Frozen Products PCL⁽⁴⁾		643,335		1,234,765
Thanachart Capital PCL⁽⁴⁾		417,400		551,490
Thoresen Thai Agencies PCL⁽⁴⁾		424,160		330,540
TMB Bank PCL⁽¹⁾⁽⁴⁾		8,975,900		675,895
Total Access Communication PCL		213,300		299,795
Total Access Communication PCL⁽⁴⁾		474,800		643,483
TPI Polene PCL		432,000		179,200
True Corp. PCL⁽¹⁾⁽⁴⁾		7,601,500		1,174,913


			$	66,071,432




Turkey — 2.9%

Adana Cimento Sanayii TAS		93,019	$	349,982
Akbank TAS		666,333		4,130,492
Akcansa Cimento AS		56,400		298,417
Akenerji Elektrik Uretim AS⁽¹⁾		105,255		279,149
Aksa Akrilik Kimya Sanayii AS		60,209		133,766
Anadolu Efes Biracilik ve Malt Sanayii AS		157,739		2,486,739
Arcelik AS		205,854		1,124,448
Asya Katilim Bankasi AS		300,000		764,411
Aygaz AS		27,013		141,200
Bagfas Bandirma Gubre Fabrikalari AS⁽¹⁾		2,500		224,384
BIM Birlesik Magazalar AS		53,260		1,827,999
Cimsa Cimento Sanayi ve Ticaret AS		18,200		139,911
Coca-Cola Icecek AS		37,700		466,324
Dogan Sirketler Grubu Holding AS⁽¹⁾		1,219,509		884,226
Dogan Yayin Holding AS⁽¹⁾		115,304		118,476
Eczacibasi Ilac Sanayi ve Ticaret AS		127,500		231,820
Enka Insaat ve Sanayi AS		401,314		1,811,394
Eregli Demir ve Celik Fabrikalari TAS⁽¹⁾		701,481		2,595,436
Ford Otomotiv Sanayi AS		24,800		217,365
Gubre Fabrikalari TAS⁽¹⁾		25,300		251,933
Haci Omer Sabanci Holding AS		389,918		2,112,522
Hurriyet Gazetecilik ve Matbaacilik AS		128,238		147,518
Ihlas Holding AS⁽¹⁾		299,200		186,493
Is Gayrimenkul Yatirim Ortakligi AS		136,465		171,144
Kardemir Karabuk Demir Celik Sanayi ve Ticaret AS, Class D⁽¹⁾		570,360		285,687
KOC Holding AS		811,634		3,820,511
Koza Davetiyeleri⁽¹⁾		123,000		365,620
Mondi Tire Kutsan Kagit Ve Ambalas Sanayii AS⁽¹⁾		225,000		260,959
Petkim Petrokimya Holding AS⁽¹⁾		582,661		1,007,418
Petrol Ofisi AS⁽¹⁾		93,978		464,028
Sekerbank TAS		195,000		244,507
TAV Havalimanlari Holding AS⁽¹⁾		135,000		692,625
Tekfen Holding AS		157,717		673,269
Tofas Turk Otomobil Fabrikasi AS		117,700		643,717
Trakya Cam Sanayii AS⁽¹⁾		150,791		313,965
Tupras-Turkiye Petrol Rafinerileri AS		100,170		2,663,284
Turcas Petrolculuk AS		30,939		145,307
Turk Hava Yollari Anonim Ortakligi (THY) AS⁽¹⁾		366,285		1,503,538
Turk Sise ve Cam Fabrikalari AS⁽¹⁾		541,112		987,280
Turk Telekomunikasyon AS		389,100		1,817,424
Turkcell Iletisim Hizmetleri AS		551,000		3,942,995
Turkiye Garanti Bankasi AS		965,000		5,825,197
Turkiye Halk Bankasi AS		155,500		1,544,675
Turkiye Is Bankasi		829,807		3,674,247
Turkiye Sinai Kalkinma Bankasi AS		256,666		467,390
Turkiye Vakiflar Bankasi TAO		336,200		1,067,208
Ulker Gida Sanayi ve Ticaret AS		140,959		453,952
Yapi ve Kredi Bankasi AS⁽¹⁾		340,385		1,283,872
Yazicilar Holding AS		21,200		162,630
Zorlu Enerji Elektrik Uretim AS⁽¹⁾		91,054		185,371


			$	55,592,225




United Arab Emirates — 1.5%

Aabar Petroleum Investments Co. (PJSC)⁽¹⁾		2,497,440	$	985,948
Abu Dhabi Commercial Bank (PJSC)⁽¹⁾		1,977,000		1,341,191
Abu Dhabi National Hotels		576,200		456,176
Agthia Group (PJSC)		840,000		509,711
Air Arabia		4,942,600		1,121,301
Ajman Bank (PJSC)⁽¹⁾		634,400		153,020
Aldar Properties (PJSC)		1,381,700		967,198
Amlak Finance (PJSC)⁽¹⁾		227,500		55,808
Arabtec Holding Co.⁽¹⁾		2,227,400		1,374,659
Aramex (PJSC)⁽¹⁾		982,500		559,851
Dana Gas⁽¹⁾		13,290,790		2,850,216
DP World, Ltd.		8,069,328		4,818,930
Dubai Financial Market		2,201,500		1,040,416

See notes to financial statements

Eaton Vance Parametric Structured Emerging Markets Fund as of October 31, 2010

PORTFOLIO OF INVESTMENTS CONT’D


Security	Shares		Value


United Arab Emirates (continued)


Dubai Investments (PJSC)		1,391,777	$	354,050
Dubai Islamic Bank (PJSC)		1,080,697		710,400
Emaar Properties (PJSC)⁽¹⁾		4,452,700		4,694,714
Emirates NBD (PJSC)		381,700		342,978
First Gulf Bank (PJSC)		336,400		1,522,068
Gulf Navigation Holding		1,850,000		260,405
Islamic Arabic Insurance Co.⁽¹⁾		860,000		244,048
National Bank of Abu Dhabi (PJSC)		631,495		2,015,905
Ras Al Khaimah Cement Co.		1,212,000		300,091
Ras Al Khaimah Co.		490,450		160,239
Ras Al Khaimah Properties (PJSC)⁽¹⁾		1,144,000		156,981
Sorouh Real Estate Co.⁽¹⁾		848,925		406,872
Union National Bank⁽¹⁾		1,011,040		954,364
Waha Capital (PJSC)		1,217,590		265,085


			$	28,622,625




Vietnam — 0.7%

Baoviet Holdings		90,000	$	298,576
Development Investment Construction Corp.		154,500		324,533
FPT Corp.		382,333		1,501,011
Gemadept Corp.		100,000		166,586
Hagl JSC		301,700		1,222,706
HCM City Infrastructure Investment JSC		130,000		233,332
Hoa Phat Group JSC⁽¹⁾		429,100		863,310
Kinh Bac City Development Share Holding Corp.⁽¹⁾		202,500		331,198
Kinhdo Corp.		505,750		1,375,993
PetroVietnam Drilling and Well Services JSC⁽¹⁾		268,333		620,934
PetroVietnam Fertilizer and Chemical JSC		527,600		941,468
Pha Lai Thermal Power JSC		483,390		280,264
Refrigeration Electrical Engineering Corp.⁽¹⁾		312,100		240,590
Saigon Securities, Inc.		548,600		693,734
Song Da Urban & Industrial Zone Investment and Development JSC		153,250		444,804
Tan Tao Investment Industry Co.⁽¹⁾		220,800		179,049
Vietnam Construction and Import-Export JSC		307,655		365,842
Vietnam Dairy Products JSC		230,990		1,029,897
Vincom JSC⁽¹⁾		440,245		1,530,348
Vinh Son - Song Hinh Hydropower JSC		195,000		111,933


			$	12,756,108



Total Common Stocks
(identified cost $1,499,748,017)			$	1,877,306,206


Equity-Linked Securities⁽⁵⁾ — 0.8%

	Maturity
Security	Date		Shares		Value



Saudi Arabia — 0.8%

Al Abdullatif Industrial Investment Co.⁽⁶⁾		7/6/12		24,300	$	193,417
Al Rajhi Bank⁽⁶⁾		4/30/12		61,193		1,258,468
Alinma Bank⁽¹⁾⁽⁶⁾		6/4/12		156,100		446,423
Almarai Co., Ltd.⁽⁶⁾		3/27/12		14,500		828,872
Arab National Bank⁽⁶⁾		6/4/12		45,500		443,450
Bank Albilad⁽¹⁾⁽⁶⁾		9/21/12		38,000		187,710
Banque Saudi Fransi⁽⁶⁾		4/30/12		34,584		422,824
Dar Al Arkan Real Estate Development⁽⁶⁾		8/13/12		58,000		139,580
Etihad Etisalat Co.⁽⁶⁾		4/2/12		95,862		1,383,533
Fawaz Abdulaziz Alhokair Co.⁽⁶⁾		4/4/12		20,000		233,854
Jabal Omar Development Co.⁽¹⁾⁽⁶⁾		5/3/13		61,100		279,010
Jarir Marketing Co.⁽⁶⁾		6/4/12		11,300		465,912
Mobile Telecommunications Co.⁽¹⁾⁽⁶⁾		6/4/12		72,000		149,274
National Industrialization Co.⁽⁶⁾		5/14/12		84,230		695,142
Rabigh Refining and Petrochemicals Co.⁽¹⁾⁽⁶⁾		4/2/12		21,500		129,136
Riyad Bank⁽⁶⁾		6/11/12		82,700		581,075
Sahara Petrochemical Co.⁽¹⁾⁽⁶⁾		11/26/12		46,000		282,424
Samba Financial Group⁽⁶⁾		4/30/12		42,508		697,093
Saudi Arabian Amiantit Co.⁽⁶⁾		6/25/12		53,100		240,354
Saudi Arabian Fertilizer Co.⁽⁶⁾		6/4/12		14,650		565,460
Saudi Arabian Mining Co.⁽¹⁾⁽⁶⁾		6/25/12		54,900		332,675
Saudi Basic Industries Corp.⁽⁶⁾		3/26/12		56,896		1,443,184
Saudi British Bank⁽¹⁾⁽⁶⁾		10/2/12		16,800		185,910
Saudi Cable Co.⁽⁶⁾		9/21/12		30,000		103,794
Saudi Cement Co.⁽⁶⁾		8/13/12		15,300		179,918
Saudi Chemical Co.⁽⁶⁾		11/26/12		25,900		289,719
Saudi Electricity Co.⁽⁶⁾		6/25/12		138,400		512,052
Saudi Industrial Investment Group⁽⁶⁾		6/11/12		40,000		200,256
Saudi International Petrochemicals Co.⁽⁶⁾		9/21/12		37,000		236,047
Saudi Kayan Petrochemical Co.⁽¹⁾⁽⁶⁾		6/4/12		49,000		228,328
Saudi Telecom Co.⁽⁶⁾		5/21/12		78,600		849,882
Savola⁽⁶⁾		4/20/12		87,300		765,870
Yanbu National Petrochemicals Co.⁽¹⁾⁽⁶⁾		1/7/13		23,900		267,985


					$	15,218,631



Total Equity-Linked Securities
(identified cost $14,533,511)					$	15,218,631

See notes to financial statements

Eaton Vance Parametric Structured Emerging Markets Fund as of October 31, 2010

PORTFOLIO OF INVESTMENTS CONT’D


Investment Funds — 0.1%

Security	Shares		Value


Vietnam Enterprise Investments, Ltd.⁽¹⁾		1,239,727	$	2,467,057



Total Investment Funds
(identified cost $5,027,204)			$	2,467,057




Rights⁽¹⁾ — 0.0%⁽⁷⁾

Security	Shares		Value


Banca Transilvania, Exp. 11/24/10		96	$	1



Total Rights
(identified cost $0)			$	1


Short-Term Investments — 1.7%

	Principal
Description	Amount		Value


State Street Bank & Trust Repurchase Agreement, dated 10/29/10, with a maturity date of 11/1/10, an interest rate of 0.01% and repurchase proceeds of $32,090,026; collateralized by $29,855,000 U.S. Treasury Bond, 3.125% due 4/30/17 and a market value of $32,733,022	$	32,090,000	$	32,090,000



Total Short-Term Investments
(identified cost $32,090,000)			$	32,090,000



Total Investments — 100.7%
(identified cost $1,551,398,732)			$	1,927,081,895



Other Assets, Less Liabilities — (0.7)%			$	(13,445,570	)



Net Assets — 100.0%			$	1,913,636,325

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

NVDR - Non-Voting Depositary Receipt

PCL - Public Company Ltd.

PFC Shares - Preference Shares


(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)		Indicates a foreign registered security. Shares issued to foreign investors in markets that have foreign ownership limits.

(5)		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 (HSBC Bank plc) in addition to the market risk of the underlying security.

(6)		Security exempt from registration pursuant to Rule 144A under the Securities Act of 1933. These securities may be sold in certain transactions (normally to qualified institutional buyers) and remain exempt from registration. At October 31, 2010, the aggregate value of these securities is $15,218,631 or 0.8% of the Fund’s net assets.

(7)		Amount is less than 0.05%.

See notes to financial statements

Eaton Vance Parametric Structured Emerging Markets Fund as of October 31, 2010

PORTFOLIO OF INVESTMENTS CONT’D


Currency Concentration of Portfolio

	Percentage
Currency	of Net Assets			Value


United States Dollar		13.3	%	$	254,712,644
Hong Kong Dollar		8.3			159,318,211
Brazilian Real		6.4			122,391,315
South African Rand		6.3			120,529,181
South Korean Won		6.2			118,237,816
Indian Rupee		6.2			117,868,950
New Taiwan Dollar		6.0			115,063,488
Mexican Peso		6.0			115,008,683
Thailand Baht		3.3			64,132,115
Chilean Peso		3.1			60,178,859
Indonesian Rupiah		3.1			60,159,638
Malaysian Ringgit		3.1			59,541,102
Polish Zloty		3.1			59,116,090
New Turkish Lira		2.9			55,592,225
Philippine Peso		1.6			30,874,397
Kuwaiti Dinar		1.6			30,359,867
Hungarian Forint		1.6			30,157,146
Qatari Riyal		1.6			29,994,094
Czech Koruna		1.6			29,761,853
Moroccan Dirham		1.5			28,586,601
Egyptian Pound		1.5			27,973,191
Colombian Peso		1.3			24,420,851
United Arab Emirates Dirham		1.2			23,803,695
Euro		1.2			22,397,820
Other currency, less than 1% each		8.7			166,902,063


Total Investments		100.7	%	$	1,927,081,895


Sector Classification of Portfolio

	Percentage
Sector	of Net Assets			Value


Financials		26.5	%	$	507,643,460
Materials		12.2			233,557,808
Industrials		10.8			207,707,181
Telecommunication Services		10.3			196,910,792
Energy		9.9			189,504,031
Consumer Discretionary		8.0			152,257,954
Consumer Staples		7.8			149,041,475
Information Technology		6.4			121,835,236
Utilities		5.0			95,881,209
Health Care		2.0			38,185,691
Other		1.7			32,090,001
Investment Funds		0.1			2,467,057


Total Investments		100.7	%	$	1,927,081,895

See notes to financial statements

Eaton Vance Parametric Structured Emerging Markets Fund as of October 31, 2010

FINANCIAL STATEMENTS

Statement of Assets and Liabilities


As of October 31, 2010

Assets

Investments, at value (identified cost, $1,551,398,732)	$	1,927,081,895
Cash		3,363
Foreign currency, at value (identified cost, $6,263,848)		6,304,564
Dividends and interest receivable		1,979,707
Receivable for investments sold		355,314
Receivable for Fund shares sold		8,062,518
Tax reclaims receivable		11,345


Total assets	$	1,943,798,706



Liabilities

Payable for investments purchased	$	26,667,746
Payable for Fund shares redeemed		817,819
Payable to affiliates:
Investment adviser fee		1,226,155
Administration fee		229,102
Distribution and service fees		64,385
Trustees’ fees		3,850
Accrued foreign capital gains taxes		38,711
Accrued expenses		1,114,613


Total liabilities	$	30,162,381


Net Assets	$	1,913,636,325



Sources of Net Assets

Paid-in capital	$	1,581,313,265
Accumulated net realized loss		(55,805,616	)
Accumulated undistributed net investment income		12,482,235
Net unrealized appreciation		375,646,441


Total	$	1,913,636,325



Class A Shares

Net Assets	$	267,040,045
Shares Outstanding		17,181,579
Net Asset Value and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	15.54
Maximum Offering Price Per Share
(100 ¸ 94.25 of net asset value per share)	$	16.49



Class C Shares

Net Assets	$	22,800,440
Shares Outstanding		1,489,118
Net Asset Value and Offering Price Per Share*
(net assets ¸ shares of beneficial interest outstanding)	$	15.31



Class I Shares

Net Assets	$	1,623,795,840
Shares Outstanding		104,197,768
Net Asset Value, Offering Price and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	15.58

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, 2010

Investment Income

Dividends (net of foreign taxes, $3,398,143)	$	31,804,775
Interest		9,139


Total investment income	$	31,813,914





Expenses

Investment adviser fee	$	10,601,526
Administration fee		1,955,154
Distribution and service fees
Class A		304,512
Class C		186,644
Trustees’ fees and expenses		42,418
Custodian fee		3,084,929
Transfer and dividend disbursing agent fees		333,248
Legal and accounting services		105,433
Printing and postage		33,726
Registration fees		150,041
Stock dividend tax		105,852
Miscellaneous		54,481


Total expenses	$	16,957,964



Net investment income	$	14,855,950





Realized and Unrealized Gain (Loss)

Net realized gain (loss) —
Investments transactions (net of foreign capital gains taxes of $5,064)	$	395,182
Foreign currency transactions		(1,079,543	)


Net realized loss	$	(684,361	)


Change in unrealized appreciation (depreciation) —
Investments (net of decrease in accrued foreign capital gains taxes of $409,701)	$	307,986,056
Foreign currency		5,037


Net change in unrealized appreciation (depreciation)	$	307,991,093



Net realized and unrealized gain	$	307,306,732



Net increase in net assets from operations	$	322,162,682

See notes to financial statements

Eaton Vance Parametric Structured Emerging Markets Fund as of October 31, 2010

FINANCIAL STATEMENTS CONT’D

Statements of Changes in Net Assets


Increase (Decrease)	Year Ended			Year Ended
in Net Assets	October 31, 2010			October 31, 2009

From operations —
Net investment income	$	14,855,950		$	8,598,340
Net realized loss from investment and foreign currency transactions		(684,361	)		(43,282,913	)
Net change in unrealized appreciation (depreciation) from investments and foreign currency		307,991,093			322,613,656


Net increase in net assets from operations	$	322,162,682		$	287,929,083


Distributions to shareholders —
From net investment income
Class A	$	(713,599	)	$	(624,412	)
Class C		(32,419	)		(11,551	)
Class I		(8,254,564	)		(4,282,038	)


Total distributions to shareholders	$	(9,000,582	)	$	(4,918,001	)


Transactions in shares of beneficial interest —
Proceeds from sale of shares
Class A	$	147,108,580		$	51,867,958
Class C		7,882,273			6,034,674
Class I		660,471,185			468,912,908
Net asset value of shares issued to shareholders in payment of distributions declared
Class A		602,017			535,855
Class C		21,890			8,492
Class I		4,741,826			2,225,488
Cost of shares redeemed
Class A		(65,660,576	)		(55,161,766	)
Class C		(6,187,470	)		(3,379,341	)
Class I		(167,749,862	)		(147,551,579	)
Issued in connection with tax-free reorganization (see Note 12)
Class A		50,476,946			—
Redemption fees		178,057			48,379


Net increase in net assets from Fund share transactions	$	631,884,866		$	323,541,068



Net increase in net assets	$	945,046,966		$	606,552,150





Net Assets

At beginning of year	$	968,589,359		$	362,037,209


At end of year	$	1,913,636,325		$	968,589,359





Accumulated undistributed net investment income included in net assets

At end of year	$	12,482,235		$	7,642,943

See notes to financial statements

Eaton Vance Parametric Structured Emerging Markets Fund as of October 31, 2010

FINANCIAL STATEMENTS CONT’D

Financial Highlights


	Class A

	Year Ended October 31,
													Period Ended
	2010			2009			2008			2007			October 31, 2006⁽¹⁾

Net asset value — Beginning of period	$	12.440		$	8.290		$	17.500		$	11.150		$	10.000





Income (Loss) From Operations

Net investment income⁽²⁾	$	0.105		$	0.121		$	0.190		$	0.110		$	0.010
Net realized and unrealized gain (loss)		3.082			4.120			(9.216	)		6.215			1.140


Total income (loss) from operations	$	3.187		$	4.241		$	(9.026	)	$	6.325		$	1.150





Less Distributions

From net investment income	$	(0.089	)	$	(0.092	)	$	(0.087	)	$	—		$	—
From net realized gain		—			—			(0.098	)		—			—


Total distributions	$	(0.089	)	$	(0.092	)	$	(0.185	)	$	—		$	—



Redemption fees⁽²⁾	$	0.002		$	0.001		$	0.001		$	0.025		$	0.000	⁽³⁾



Net asset value — End of period	$	15.540		$	12.440		$	8.290		$	17.500		$	11.150



Total Return⁽⁴⁾		25.77	%		51.81	%		(52.10	)%		56.95	%		11.50	%⁽⁵⁾





Ratios/Supplemental Data

Net assets, end of period (000’s omitted)	$	267,040		$	104,727		$	74,062		$	81,611		$	1,451
Ratios (as a percentage of average daily net assets):
Expenses⁽⁶⁾		1.51	%		1.57	%⁽⁷⁾		1.50	%⁽⁷⁾		1.50	%⁽⁷⁾		1.50	%⁽⁷⁾⁽⁸⁾
Net investment income		0.77	%		1.26	%		1.33	%		0.77	%		0.32	%⁽⁸⁾
Portfolio Turnover		8	%		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 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)		Not annualized.

(6)		Excludes the effect of custody fee credits, if any, of less than 0.005%.

(7)		The investment 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).

(8)		Annualized.

See notes to financial statements

Eaton Vance Parametric Structured Emerging Markets Fund as of October 31, 2010

FINANCIAL STATEMENTS CONT’D

Financial Highlights


	Class C

	Year Ended October 31,
													Period Ended
	2010			2009			2008			2007			October 31, 2006⁽¹⁾

Net asset value — Beginning of period	$	12.280		$	8.160		$	17.320		$	11.120		$	10.000





Income (Loss) From Operations

Net investment income (loss)⁽²⁾	$	0.020		$	0.042		$	0.092		$	0.010		$	(0.010	)
Net realized and unrealized gain (loss)		3.032			4.087			(9.117	)		6.190			1.130


Total income (loss) from operations	$	3.052		$	4.129		$	(9.025	)	$	6.200		$	1.120





Less Distributions

From net investment income	$	(0.024	)	$	(0.010	)	$	(0.038	)	$	—		$	—
From net realized gain		—			—			(0.098	)		—			—


Total distributions	$	(0.024	)	$	(0.010	)	$	(0.136	)	$	—		$	—



Redemption fees⁽²⁾	$	0.002		$	0.001		$	0.001		$	—		$	—



Net asset value — End of period	$	15.310		$	12.280		$	8.160		$	17.320		$	11.120



Total Return⁽³⁾		24.91	%		50.69	%		(52.50	)%		55.76	%		11.20	%⁽⁴⁾





Ratios/Supplemental Data

Net assets, end of period (000’s omitted)	$	22,800		$	16,918		$	9,828		$	10,218		$	132
Ratios (as a percentage of average daily net assets):
Expenses⁽⁵⁾		2.26	%		2.32	%⁽⁶⁾		2.25	%⁽⁶⁾		2.25	%⁽⁶⁾		2.25	%⁽⁶⁾⁽⁷⁾
Net investment income (loss)		0.15	%		0.44	%		0.65	%		0.06	%		(0.30	)%⁽⁷⁾
Portfolio Turnover		8	%		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)		Excludes the effect of custody fee credits, if any, of less than 0.005%.

(6)		The investment 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)		Annualized.

See notes to financial statements

Eaton Vance Parametric Structured Emerging Markets Fund as of October 31, 2010

FINANCIAL STATEMENTS CONT’D

Financial Highlights


	Class I

	Year Ended October 31,
													Period Ended
	2010			2009			2008			2007			October 31, 2006⁽¹⁾

Net asset value — Beginning of period	$	12.460		$	8.320		$	17.540		$	11.150		$	10.000





Income (Loss) From Operations

Net investment income⁽²⁾	$	0.163		$	0.156		$	0.231		$	0.160		$	0.030
Net realized and unrealized gain (loss)		3.071			4.109			(9.251	)		6.232			1.120


Total income (loss) from operations	$	3.234		$	4.265		$	(9.020	)	$	6.392		$	1.150





Less Distributions

From net investment income	$	(0.116	)	$	(0.126	)	$	(0.103	)	$	(0.002	)	$	—
From net realized gain		—			—			(0.098	)		—			—


Total distributions	$	(0.116	)	$	(0.126	)	$	(0.201	)	$	(0.002	)	$	—



Redemption fees⁽²⁾	$	0.002		$	0.001		$	0.001		$	0.000	⁽³⁾	$	—



Net asset value — End of period	$	15.580		$	12.460		$	8.320		$	17.540		$	11.150



Total Return⁽⁴⁾		26.22	%		52.15	%		(51.99	)%		57.34	%		11.50	%⁽⁵⁾





Ratios/Supplemental Data

Net assets, end of period (000’s omitted)	$	1,623,796		$	846,944		$	278,147		$	273,719		$	15,405
Ratios (as a percentage of average daily net assets):
Expenses⁽⁶⁾		1.26	%		1.33	%⁽⁷⁾		1.25	%⁽⁷⁾		1.25	%⁽⁷⁾		1.25	%⁽⁷⁾⁽⁸⁾
Net investment income		1.19	%		1.56	%		1.62	%		1.12	%		0.88	%⁽⁸⁾
Portfolio Turnover		8	%		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 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.

(5)		Not annualized.

(6)		Excludes the effect of custody fee credits, if any, of less than 0.005%.

(7)		The investment 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).

(8)		Annualized.

See notes to financial statements

Eaton Vance Parametric Structured Emerging Markets Fund as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS

1 Significant Accounting Policies

Eaton Vance Parametric Structured Emerging Markets Fund (formerly, 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 Investment Valuation — Equity securities (including common shares of closed-end investment companies) listed on a U.S. securities exchange generally are valued at the last sale or closing 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) are generally valued on the basis of valuations provided by third party pricing services, as derived from such services’ pricing models. Inputs to the models may include, but are not limited to, reported trades, executable bid and asked prices, broker/dealer quotations, prices or yields of securities with similar characteristics, benchmark curves or information pertaining to the issuer, as well as industry and economic events. The pricing services may use a matrix approach, which considers information regarding securities with similar characteristics to determine the valuation for a security. Short-term debt securities purchased 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.

C Income — Dividend income is recorded on the ex-dividend date for dividends received in cash and/or securities. However, if the ex-dividend date has passed,

Eaton Vance Parametric Structured Emerging Markets Fund as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS CONT’D

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.

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, 2010, the Fund, for federal income tax purposes, had a capital loss carryforward of $47,661,936 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 ($2,790,563) and October 31, 2017 ($44,871,373). A capital loss carryforward of $7,660,713 included in the amounts above is available to the Fund as a result of the reorganization on September 24, 2010 (see Note 12). Utilization of this capital loss carryforward may be limited in accordance with certain income tax regulations.

During the year ended October 31, 2010, a capital loss carryforward of $2,226,891 was utilized to offset net realized gains by the Fund.

I Indemnifications — 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. Under Massachusetts law, if certain conditions prevail, shareholders of a Massachusetts business trust (such as the Trust) could be deemed to have personal liability for the obligations of the Trust. However, the Trust’s Declaration of Trust contains an express disclaimer of liability on the part of Fund shareholders and the By-laws provide that the Trust shall assume the defense on behalf of any Fund shareholders. Moreover, the By-laws also provide for indemnification out of Fund property of any shareholder held personally liable solely by reason of being or having been a shareholder for all loss or expense arising from such liability. Additionally, in the normal course of business, the Fund enters into agreements with service

Eaton Vance Parametric Structured Emerging Markets Fund as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS CONT’D

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.

J Redemption 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.

K Repurchase 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.

2 Distributions to Shareholders

The tax character of distributions declared for the years ended October 31, 2010 and October 31, 2009 was as follows:


	Year Ended October 31,
	2010		2009


Distributions declared from:
Ordinary income	$	9,000,582	$	4,918,001

During the year ended October 31, 2010, accumulated net realized loss was decreased by $1,119,616, accumulated undistributed net investment income was decreased by $1,016,076 and paid-in capital was decreased by $103,540 due to differences between book and tax accounting, primarily for foreign currency gain (loss), investments in passive foreign investment companies (PFICs) and foreign capital gains taxes. These reclassifications had no effect on the net assets or net asset value per share of the Fund.

As of October 31, 2010, the components of distributable earnings (accumulated losses) and unrealized appreciation (depreciation) on a tax basis were as follows:


Undistributed ordinary income	$	20,746,506
Capital loss carryforward	$	(47,661,936	)
Net unrealized appreciation	$	359,238,490

3 Investment 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, 0.775% from $1 billion up to $2.5 billion and at reduced rates on daily net assets of $2.5 billion or more, and is payable monthly. For the year ended October 31, 2010, the investment adviser fee amounted to $10,601,526 or 0.81% 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, 2010, the administration fee amounted to $1,955,154.

Eaton Vance Parametric Structured Emerging Markets Fund as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS CONT’D

EVM and Parametric have agreed to waive their 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, 2011. Thereafter, the waiver and reimbursement may be changed or terminated at any time. Pursuant to this agreement, EVM and Parametric waived no fees and reimbursed no expenses for the year ended October 31, 2010.

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, 2010, EVM earned $11,118 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 $29,682 as its portion of the sales charge on sales of Class A shares for the year ended October 31, 2010. 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).

4 Distribution Plans

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, 2010, the Fund paid or accrued to EVD $139,983 for Class C shares representing 0.75% of the average daily net assets of Class C shares. At October 31, 2010, the amount of Uncovered Distribution Charges of EVD calculated under the Class C Plan was approximately $13,141,000.

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, 2010 amounted to $46,661 for Class C shares.

5 Contingent 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, 2010, the Fund was informed that EVD received approximately $55,000 and $19,000 of CDSCs paid by Class A and Class C shareholders, respectively.

6 Purchases and Sales of Investments

Purchases and sales of investments, other than short-term obligations, aggregated $701,408,618 and $101,508,593, respectively, for the year ended October 31, 2010.

Eaton Vance Parametric Structured Emerging Markets Fund as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS CONT’D

7 Shares of Beneficial Interest


	Year Ended October 31,
Class A	2010			2009

Sales		10,148,854			5,726,915
Issued to shareholders electing to receive payments of distributions in Fund shares		45,885			67,744
Redemptions		(4,840,686	)		(6,304,186	)
Issued in connection with tax-free reorganization (see Note 12)		3,405,956			—


Net increase (decrease)		8,760,009			(509,527	)




	Year Ended October 31,
Class C	2010			2009

Sales		577,385			569,119
Issued to shareholders electing to receive payments of distributions in Fund shares		1,683			1,081
Redemptions		(467,599	)		(396,257	)


Net increase		111,469			173,943




	Year Ended October 31,
Class I	2010			2009

Sales		48,396,655			51,045,504
Issued to shareholders electing to receive payments of distributions in Fund shares		361,144			281,707
Redemptions		(12,531,487	)		(16,779,246	)


Net increase		36,226,312			34,547,965

For the years ended October 31, 2010 and October 31, 2009, the Fund received $178,057 and $48,379, respectively, in redemption fees.

8 Federal Income Tax Basis of Investments

The cost and unrealized appreciation (depreciation) of investments of the Fund at October 31, 2010, as determined on a federal income tax basis, were as follows:


Aggregate cost	$	1,567,806,683


Gross unrealized appreciation	$	422,805,845
Gross unrealized depreciation		(63,530,633	)


Net unrealized appreciation	$	359,275,212

9 Line of Credit

10 Risks 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.

11 Fair Value Measurements


	•	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.)

Eaton Vance Parametric Structured Emerging Markets Fund as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS CONT’D


	•	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, 2010, 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
Asia/Pacific	$	35,961,309	$	729,661,820		$	0	$	765,623,129
Emerging Europe		54,438,332		302,118,807			0		356,557,139
Latin America		375,025,463		—			—		375,025,463
Middle East/Africa		132,792,296		247,308,179			—		380,100,475


Total Common Stocks	$	598,217,400	$	1,279,088,806	*	$	0	$	1,877,306,206


Equity-Linked Securities	$	—	$	15,218,631		$	—	$	15,218,631
Investment Funds		—		2,467,057			—		2,467,057
Rights		1		—			—		1
Short-Term Investments		—		32,090,000			—		32,090,000


Total Investments	$	598,217,401	$	1,328,864,494		$	0	$	1,927,081,895


*		Includes foreign equity securities whose values were adjusted to reflect market trading of comparable securities or other correlated instruments 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, 2009	$	0
Realized gains (losses)		9,930
Change in net unrealized appreciation (depreciation)*		0
Net purchases (sales)		(9,930	)
Accrued discount (premium)		—
Net transfers to (from) Level 3**		0


Balance as of October 31, 2010	$	0


Change in net unrealized appreciation (depreciation) in investments still held as of October 31, 2010	$	0


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

**		Transfers are reflected at the value of the securities at the beginning of the period.

All Level 3 investments held at October 31, 2010 and October 31, 2009 were valued at $0.

12 Reorganization

As of the close of business on September 24, 2010, the Fund acquired the net assets of Eaton Vance Emerging Markets Fund (Emerging Markets Fund) pursuant to a plan of reorganization approved by the shareholders of Emerging Markets Fund. The acquisition was accomplished by a tax-free exchange of 3,405,956 shares of Class A of the Fund (valued at $50,476,946) for the 2,044,212 shares of Class A and 561,782 shares of Class B of the Emerging Markets Fund, each outstanding on September 24, 2010. In conjunction with the reorganization, the Emerging Markets Fund received its pro rata share of cash and securities from the Emerging Markets Portfolio in a complete liquidation of its 99.9% interest therein. The investment portfolio of Emerging Markets Portfolio, with a fair value of $34,060,510 and identified cost of $26,838,935 was the principal asset acquired by the Fund. For financial reporting purposes, assets received and shares issued by the Fund were recorded at fair value; however, the identified cost of the investments received from the Emerging Markets Portfolio was carried forward to align ongoing reporting of the Fund’s realized and unrealized gains and losses with amounts distributable to shareholders for tax purposes. The aggregate net assets of the Fund immediately before the acquisition were $1,616,648,886. The net assets of Emerging Markets Fund at that date of $50,476,946, including $7,660,713 of accumulated net realized losses and $7,136,741 of unrealized appreciation, were combined with those of the Fund, resulting in combined net assets of $1,667,125,832. Assuming the acquisition had been completed on November 1, 2009, the beginning of the Fund’s annual reporting period, the Fund’s pro forma results of operations for the year ended October 31, 2010 are as follows:


Net investment income	$	14,529,356
Net realized gains	$	9,874,746
Net increase in net assets resulting from operations	$	329,419,800

Because the combined investment portfolios have been managed as a single integrated portfolio since the acquisition was completed, it is not practicable to separate the amounts of revenue and earnings of Emerging Markets Fund that have been included in the Fund’s Statement of Operations since September 24, 2010.

13 Name Change

Effective November 1, 2010, the name of the Fund was changed from Eaton Vance Structured Emerging Markets Fund.

Eaton Vance Parametric Structured Emerging Markets Fund as of October 31, 2010

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Trustees of Eaton Vance Mutual Funds Trust and Shareholders of Eaton Vance Parametric Structured Emerging Markets Fund (formerly, Eaton Vance Structured Emerging Markets Fund):

We have audited the accompanying statement of assets and liabilities of Eaton Vance Parametric Structured Emerging Markets Fund (formerly, 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, 2010, 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 four 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.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Eaton Vance Parametric Structured Emerging Markets Fund as of October 31, 2010, 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 four 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 20, 2010

Eaton Vance Parametric Structured Emerging Markets Fund as of October 31, 2010

FEDERAL TAX INFORMATION (Unaudited)

The Form 1099-DIV you receive in January 2011 will show the tax status of all distributions paid to your account in calendar year 2010. 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 and/or regulations, shareholders must be notified within 60 days of the Fund’s fiscal year end regarding the status of qualified dividend income for individuals, the dividends received deduction for corporations and the foreign tax credit.

Qualified Dividend Income. The Fund designates approximately $20,091,628, 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 2010 ordinary income dividends, 10.37% qualifies for the corporate dividends received deduction.

Foreign Tax Credit. The Fund paid foreign taxes of $3,284,305 and recognized foreign source income of $35,202,918.

Eaton Vance Parametric Structured Emerging Markets Fund

BOARD OF TRUSTEES’ CONTRACT APPROVAL

Overview of the Contract Review Process

Information about Fees, Performance and Expenses


	•	An independent report comparing the advisory and related fees paid by each fund with fees paid by comparable funds;
	•	An independent report comparing each fund’s total expense ratio and its components to comparable funds;
	•	An independent report comparing the investment performance of each fund (including yield where relevant) to the investment performance of comparable funds over various time periods;
	•	Data regarding investment performance in comparison to relevant peer groups of similarly managed funds and appropriate indices;
	•	For each fund, comparative information concerning the fees charged and the services provided by each adviser in managing other mutual funds and institutional accounts using investment strategies and techniques similar to those used in managing such fund;
	•	Profitability analyses for each adviser with respect to each fund;

Information about Portfolio Management


	•	Descriptions of the investment management services provided to each fund, including the investment strategies and processes employed, and any changes in portfolio management processes and personnel;
	•	Information concerning the allocation of brokerage and the benefits received by each adviser as a result of brokerage allocation, including information concerning the acquisition of research through “soft dollar” benefits received in connection with the funds’ brokerage, and the implementation of a soft dollar reimbursement program established with respect to the funds;
	•	Data relating to portfolio turnover rates of each fund;
	•	The procedures and processes used to determine the fair value of fund assets and actions taken to monitor and test the effectiveness of such procedures and processes;

Information about each Adviser


	•	Reports detailing the financial results and condition of each adviser;
	•	Descriptions of the qualifications, education and experience of the individual investment professionals whose responsibilities include portfolio management and investment research for the funds, and information relating to their compensation and responsibilities with respect to managing other mutual funds and investment accounts;
	•	Copies of the Codes of Ethics of each adviser and its affiliates, together with information relating to compliance with and the administration of such codes;
	•	Copies of or descriptions of each adviser’s policies and procedures relating to proxy voting, the handling of corporate actions and class actions;
	•	Information concerning the resources devoted to compliance efforts undertaken by each adviser and its affiliates on behalf of the funds (including descriptions of various compliance programs) and their record of compliance with investment policies and restrictions, including policies with respect to market-timing, late trading and selective portfolio disclosure, and with policies on personal securities transactions;
	•	Descriptions of the business continuity and disaster recovery plans of each adviser and its affiliates;
	•	A description of Eaton Vance Management’s procedures for overseeing third party advisers and sub-advisers;

Other Relevant Information


	•	Information concerning the nature, cost and character of the administrative and other non-investment management services provided by Eaton Vance Management and its affiliates;
	•	Information concerning management of the relationship with the custodian, subcustodians and fund accountants by each adviser or the funds’ administrator; and
	•	The terms of each advisory agreement.

Eaton Vance Parametric Structured Emerging Markets Fund

BOARD OF TRUSTEES’ CONTRACT APPROVAL CONT’D

Results of the Process

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. With respect to the Adviser, the Board considered the Adviser’s responsibilities supervising the Sub-adviser. The Board also took into account the resources dedicated to portfolio management and other services, including the compensation methods to recruit and retain investment personnel, and the time and attention devoted to the 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 in recent years from regulatory authorities such as the Securities and Exchange Commission and the Financial Industry Regulatory Authority.

Eaton Vance Parametric Structured Emerging Markets Fund

BOARD OF TRUSTEES’ CONTRACT APPROVAL CONT’D

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 agreement and sub-advisory agreement.

Fund Performance

The Board compared the Fund’s investment performance to a relevant universe of similarly managed funds identified by an independent data provider and appropriate benchmark indices. The Board reviewed comparative performance data for the one- and three-year periods ended September 30, 2009 for the Fund. The Board concluded that the performance of the Fund was satisfactory.

Management Fees and Expenses

The Board reviewed contractual investment advisory fee rates, including any administrative fee rates, payable by the Fund (referred to as “management fees”). As part of its review, the Board considered the management fees and the Fund’s expense ratio for the one-year ended September 30, 2009 as compared to a group of similarly managed funds selected by an independent data provider. The Board also considered factors that had an impact on Fund expense ratios, as identified by management in response to inquiries from the Contract Review Committee, as well as actions being taken to reduce expenses at the fund complex level. The Board considered the fact that the Adviser had waived fees and/or paid expenses for the Fund.

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.

Economies of Scale

In reviewing management fees, 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 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, and the Fund.

Eaton Vance Parametric Structured Emerging Markets Fund

MANAGEMENT AND ORGANIZATION

Term of

Number of Portfolios

Position(s)

Office and

Principal Occupation(s)

in Fund Complex

Name and

with the

Length of

During Past Five Years and Other

Overseen By

Other Directorships Held

Year of Birth

Trust

Service

Relevant Experience

Trustee⁽¹⁾

During the Last Five Years⁽²⁾

Interested Trustee

Thomas E. Faust Jr.
1958

Trustee and
President

Trustee since 2007 and President since 2002

184

Director of EVC.

Noninterested Trustees

Benjamin C. Esty
1963

Trustee

Since 2005

Roy and Elizabeth Simmons Professor of Business Administration and Finance Unit Head, Harvard University Graduate School of Business Administration.

184

None

Allen R. Freedman
1940

Trustee

Since 2007

184

Director of Assurant, Inc. (insurance provider) and Stonemor Partners, L.P. (owner and operator of cemeteries).

William H. Park
1947

Trustee

Since 2003

184

None

Ronald A. Pearlman
1940

Trustee

Since 2003

184

None

Helen Frame Peters
1948

Trustee

Since 2008

184

Eaton Vance Parametric Structured Emerging Markets Fund

MANAGEMENT AND ORGANIZATION CONT’D

Term of

Number of Portfolios

Position(s)

Office and

Principal Occupation(s)

in Fund Complex

Name and

with the

Length of

During Past Five Years and Other

Overseen By

Other Directorships Held

Year of Birth

Trust

Service

Relevant Experience

Trustee⁽¹⁾

During the Last Five Years⁽²⁾

Noninterested Trustees (continued)

Lynn A. Stout
1957

Trustee

Since 1998

184

None

Ralph F. Verni
1943

Chairman of
the Board
and Trustee

Chairman of the Board since 2007 and Trustee since 2005

184

None

Principal Officers who are not Trustees


		Term of
	Position(s)	Office and
Name and	with the	Length of	Principal Occupation(s)
Year of Birth	Trust	Service	During Past Five Years


William H. Ahern, Jr. 1959	Vice President	Since 1995	Vice President of EVM and BMR. Officer of 80 registered investment companies managed by EVM or BMR.

John R. Baur 1970	Vice President	Since 2008	Vice President of EVM and BMR. Previously, attended Johnson Graduate School of Management, Cornell University (2002-2005), and prior thereto was an Account Team Representative in Singapore for Applied Materials, Inc. Officer of 37 registered investment companies managed by EVM or BMR.

Maria C. Cappellano 1967	Vice President	Since 2009	Vice President of EVM and BMR. Officer of 49 registered investment companies managed by EVM or BMR.

Michael A. Cirami 1975	Vice President	Since 2008	Vice President of EVM and BMR. Officer of 37 registered investment companies managed by EVM or BMR.

Cynthia J. Clemson 1963	Vice President	Since 2005	Vice President of EVM and BMR. Officer of 96 registered investment companies managed by EVM or BMR.

John H. Croft 1962	Vice President	Since 2010	Vice President of EVM and BMR. Officer of 38 registered investment companies managed by EVM or BMR.

Charles B. Gaffney 1972	Vice President	Since 2007	Director of Equity Research and a Vice President of EVM and BMR. Officer of 33 registered investment companies managed by EVM or BMR.

Christine M. Johnston 1972	Vice President	Since 2007	Vice President of EVM and BMR. Officer of 40 registered investment companies managed by EVM or BMR.

Aamer Khan 1960	Vice President	Since 2005	Vice President of EVM and BMR. Officer of 36 registered investment companies managed by EVM or BMR.

Thomas H. Luster 1962	Vice President	Since 2006	Vice President of EVM and BMR. Officer of 55 registered investment companies managed by EVM or BMR.

Jeffrey A. Rawlins 1961	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 33 registered investment companies managed by EVM or BMR.

Eaton Vance Parametric Structured Emerging Markets Fund

MANAGEMENT AND ORGANIZATION CONT’D


		Term of
	Position(s)	Office and
Name and	with the	Length of	Principal Occupation(s)
Year of Birth	Trust	Service	During Past Five Years


Principal Officers who are not Trustees (continued)

Duncan W. Richardson 1957	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 1954	Vice President	Since 2003	Vice President of EVM and BMR. Officer of 54 registered investment companies managed by EVM or BMR.

Susan Schiff 1961	Vice President	Since 2002	Vice President of EVM and BMR. Officer of 38 registered investment companies managed by EVM or BMR.

Thomas Seto 1962	Vice President	Since 2007	Vice President and Director of Portfolio Management of Parametric. Officer of 33 registered investment companies managed by EVM or BMR.

David M. Stein 1951	Vice President	Since 2007	Managing Director and Chief Investment Officer of Parametric. Officer of 33 registered investment companies managed by EVM or BMR.

Eric A. Stein 1980	Vice President	Since 2009	Vice President of EVM and BMR. Originally joined EVM in July 2002. Prior to re-joining EVM in September 2008, Mr. Stein worked at the Federal Reserve Bank of New York (2007-2008) and attended business school in Chicago, Illinois. Officer of 34 registered investment companies managed by EVM or BMR.

Dan R. Strelow 1959	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 33 registered investment companies managed by EVM or BMR.

Mark S. Venezia 1949	Vice President	Since 2007	Vice President of EVM and BMR. Officer of 40 registered investment companies managed by EVM or BMR.

Adam A. Weigold 1975	Vice President	Since 2007	Vice President of EVM and BMR. Officer of 73 registered investment companies managed by EVM or BMR.

Barbara E. Campbell 1957	Treasurer	Since 2005	Vice President of EVM and BMR. Officer of 184 registered investment companies managed by EVM or BMR.

Maureen A. Gemma 1960	Secretary and Chief Legal Officer	Secretary since 2007 and Chief Legal Officer since 2008	Vice President of EVM and BMR. Officer of 184 registered investment companies managed by EVM or BMR.

Paul M. O’Neil 1953	Chief Compliance Officer	Since 2004	Vice President of EVM and BMR. Officer of 184 registered investment companies managed by EVM or BMR.


(1)		Includes both master and feeder funds in a master-feeder structure.

(2)		During their respective tenures, the Trustees also served as trustees of one or more of the following Eaton Vance funds (which operated in the years noted): Eaton Vance Credit Opportunities Fund (launched in 2005 and terminated in 2010); Eaton Vance Insured Florida Plus Municipal Bond Fund (launched in 2002 and terminated in 2009); and Eaton Vance National Municipal Income Fund (launched in 1998 and terminated in 2009).

This Page Intentionally Left Blank

Investment Adviser and Administrator of

Eaton Vance Parametric Structured Emerging Markets Fund

Eaton Vance Management

Two International Place

Boston, MA 02110

Sub-Adviser of Eaton Vance Parametric 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

BNY Mellon Asset 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 Parametric Structured Emerging Markets Fund

Two International Place

Boston, MA 02110


2774-12/10	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 Chief Financial Officer of Aveon Group, L.P. (an investment management firm). Previously, he served as the Vice Chairman of Commercial Industrial Finance Corp. (specialty finance company), as President and Chief Executive Officer of Prizm Capital Management, LLC (investment management firm), as Executive Vice President and Chief Financial Officer of United Asset Management Corporation (an institutional investment management firm) and as a Senior Manager at Price Waterhouse (now PricewaterhouseCoopers) (an independent registered public accounting firm).

Item 4. Principal Accountant Fees and Services

(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 Emerging Markets Local Income Fund, Eaton Vance International Income Fund, Eaton Vance Low Duration Fund, Eaton Vance Government Obligations Fund, Eaton Vance Tax-Managed Global Dividend Income Fund (formerly, Eaton Vance Tax-Managed Dividend Income Fund), Eaton Vance Global Dividend Income Fund (formerly, Eaton Vance Dividend Income Fund), Eaton Vance International Equity Fund, Eaton Vance Parametric Structured Emerging Markets Fund (formerly, Eaton Vance Structured Emerging Markets Fund), Eaton Vance U.S. Government Money Market Fund (formerly, Eaton Vance Cash Management Fund), Eaton Vance Build America Bond Fund, and Eaton Vance Global Macro Absolute Return Advantage 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 31 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, 2009 and October 31, 2010 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	10/31/09		10/31/10

Audit Fees	$	10,225	$	10,225
Audit-Related Fees⁽¹⁾	$	0	$	0
Tax Fees⁽²⁾	$	6,770	$	6,770
All Other Fees⁽³⁾	$	1,500	$	1,400

Total	$	18,495	$	18,395

Eaton Vance Tax-Managed Mid-Cap Core Fund


Fiscal Years Ended	10/31/09		10/31/10

Audit Fees	$	10,225	$	10,225
Audit-Related Fees⁽¹⁾	$	0	$	0
Tax Fees⁽²⁾	$	7,010	$	7,010
All Other Fees⁽³⁾	$	1,500	$	1,400

Total	$	18,735	$	18,635

Eaton Vance Tax-Managed Multi-Cap Growth Fund


Fiscal Years Ended	10/31/09		10/31/10

Audit Fees	$	12,515	$	12,515
Audit-Related Fees⁽¹⁾	$	0	$	0
Tax Fees⁽²⁾	$	7,020	$	7,020
All Other Fees⁽³⁾	$	1,500	$	1,400

Total	$	21,035	$	20,935

Eaton Vance Tax-Managed Value Fund


Fiscal Years Ended	10/31/09		10/31/10

Audit Fees	$	14,815	$	14,815
Audit-Related Fees⁽¹⁾	$	0	$	0
Tax Fees⁽²⁾	$	7,010	$	7,010
All Other Fees⁽³⁾	$	1,500	$	1,400

Total	$	23,325	$	23,225

Eaton Vance Tax-Managed International Equity Fund


Fiscal Years Ended	10/31/09		10/31/10

Audit Fees	$	12,515	$	12,515
Audit-Related Fees⁽¹⁾	$	0	$	0
Tax Fees⁽²⁾	$	6,890	$	6,890
All Other Fees⁽³⁾	$	1,500	$	1,400

Total	$	20,905	$	20,805

Eaton Vance Tax-Managed Small-Cap Fund


Fiscal Years Ended	10/31/09		10/31/10

Audit Fees	$	16,925	$	16,925
Audit-Related Fees⁽¹⁾	$	0	$	0
Tax Fees⁽²⁾	$	7,010	$	7,010
All Other Fees⁽³⁾	$	1,500	$	1,400

Total	$	25,435	$	25,335

Eaton Vance Tax-Managed Equity Asset Allocation Fund


Fiscal Years Ended	10/31/09		10/31/10

Audit Fees	$	50,800	$	50,800
Audit-Related Fees⁽¹⁾	$	0	$	0
Tax Fees⁽²⁾	$	18,690	$	18,690
All Other Fees⁽³⁾	$	2,500	$	500

Total	$	71,990	$	69,990

Eaton Vance High Income Opportunities Fund


Fiscal Years Ended	10/31/09		10/31/10

Audit Fees	$	13,815	$	13,815
Audit-Related Fees⁽¹⁾	$	0	$	0
Tax Fees⁽²⁾	$	8,020	$	8,020
All Other Fees⁽³⁾	$	1,500	$	1,400

Total	$	23,335	$	23,235

Eaton Vance Floating-Rate Fund


Fiscal Years Ended	10/31/09		10/31/10

Audit Fees	$	13,565	$	13,565
Audit-Related Fees⁽¹⁾	$	0	$	0
Tax Fees⁽²⁾	$	7,760	$	7,760
All Other Fees⁽³⁾	$	1,500	$	1,400

Total	$	22,825	$	22,725

Eaton Vance Floating-Rate & High Income Fund


Fiscal Years Ended	10/31/09		10/31/10

Audit Fees	$	13,565	$	18,565
Audit-Related Fees⁽¹⁾	$	0	$	0
Tax Fees⁽²⁾	$	8,260	$	8,260
All Other Fees⁽³⁾	$	1,500	$	500

Total	$	23,325	$	27,325

Eaton Vance Emerging Markets Local Income Fund


Fiscal Years Ended	10/31/09		10/31/10

Audit Fees	$	10,870	$	10,870
Audit-Related Fees⁽¹⁾	$	0	$	0
Tax Fees⁽²⁾	$	9,175	$	9,175
All Other Fees⁽³⁾	$	1,500	$	500

Total	$	21,545	$	20,545

Eaton Vance International Income Fund


Fiscal Years Ended	10/31/09		10/31/10

Audit Fees	$	10,870	$	10,870
Audit-Related Fees⁽¹⁾	$	0	$	0
Tax Fees⁽²⁾	$	9,050	$	9,050
All Other Fees⁽³⁾	$	1,500	$	1,400

Total	$	21,420	$	21,320

Eaton Vance Low Duration Fund


Fiscal Years Ended	10/31/09		10/31/10

Audit Fees	$	25,840	$	25,840
Audit-Related Fees⁽¹⁾	$	0	$	0
Tax Fees⁽²⁾	$	13,420	$	13,420
All Other Fees⁽³⁾	$	2,500	$	1,400

Total	$	41,760	$	40,660

Eaton Vance Government Obligations Fund


Fiscal Years Ended	10/31/09		10/31/10

Audit Fees	$	25,840	$	25,840
Audit-Related Fees⁽¹⁾	$	0	$	0
Tax Fees⁽²⁾	$	12,140	$	12,140
All Other Fees⁽³⁾	$	1,500	$	1,400

Total	$	39,480	$	39,380

Eaton Vance Floating-Rate Advantage Fund


Fiscal Years Ended	10/31/09		10/31/10

Audit Fees	$	16,550	$	16,550
Audit-Related Fees⁽¹⁾	$	0	$	0
Tax Fees⁽²⁾	$	21,000	$	21,000
All Other Fees⁽³⁾	$	2,500	$	1,400

Total	$	40,050	$	38,950

Eaton Vance Tax-Managed Global Dividend Income Fund


Fiscal Years Ended	10/31/09		10/31/10

Audit Fees	$	50,280	$	50,280
Audit-Related Fees⁽¹⁾	$	0	$	0
Tax Fees⁽²⁾	$	10,310	$	10,310
All Other Fees⁽³⁾	$	2,500	$	1,400

Total	$	63,090	$	61,990

Eaton Vance Global Dividend Income Fund


Fiscal Years Ended	10/31/09		10/31/10

Audit Fees	$	12,655	$	12,655
Audit-Related Fees⁽¹⁾	$	0	$	0
Tax Fees⁽²⁾	$	8,570	$	8,570
All Other Fees⁽³⁾	$	1,500	$	1,400

Total	$	22,725	$	22,625

Eaton Vance International Equity Fund


Fiscal Years Ended	10/31/09		10/31/10

Audit Fees	$	12,655	$	12,655
Audit-Related Fees⁽¹⁾	$	0	$	0
Tax Fees⁽²⁾	$	8,570	$	8,570
All Other Fees⁽³⁾	$	1,500	$	1,400

Total	$	22,725	$	22,625

Eaton Vance Parametric Structured Emerging Markets Fund


Fiscal Years Ended	10/31/09		10/31/10

Audit Fees	$	70,380	$	70,380
Audit-Related Fees⁽¹⁾	$	0	$	0
Tax Fees⁽²⁾	$	11,390	$	11,390
All Other Fees⁽³⁾	$	1,500	$	1,400

Total	$	83,270	$	83,170

Eaton Vance U.S. Government Money Market Fund


Fiscal Years Ended	10/31/09		10/31/10

Audit Fees	$	15,520	$	15,520
Audit-Related Fees⁽¹⁾	$	0	$	0
Tax Fees⁽²⁾	$	6,010	$	6,010
All Other Fees⁽³⁾	$	1,500	$	500

Total	$	23,030	$	22,030

Eaton Vance Build America Bond Fund*


Fiscal Years Ended	10/31/10

Audit Fees	$	11,550
Audit-Related Fees⁽¹⁾	$	0
Tax Fees⁽²⁾	$	8,000
All Other Fees⁽³⁾	$	500

Total	$	20,050

Eaton Vance Global Macro Absolute Return Advantage Fund**


Fiscal Years Ended	10/31/10

Audit Fees	$	11,550
Audit-Related Fees⁽¹⁾	$	0
Tax Fees⁽²⁾	$	8,000
All Other Fees⁽³⁾	$	1,200

Total	$	20,750


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.

*		Fund commenced operations on November 17, 2009.

**		Fund commenced operations on August 31, 2010.

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 D&T for the last two fiscal years of each Series.


Fiscal Years Ended	12/31/08		10/31/09		12/31/09		10/31/10

Audit Fees	$	107,310	$	529,055	$	105,570	$	527,835
Audit-Related Fees⁽¹⁾	$	0	$	0	$	6,200	$	0
Tax Fees⁽²⁾	$	24,930	$	256,590	$	29,930	$	258,500
All Other Fees⁽³⁾	$	0	$	44,500	$	8,000	$	28,500

Total	$	133,010	$	830,145	$	149,700	$	814,835


⁽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.

(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 D&T 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 D&T for the last two fiscal years of each Series.


Fiscal Years
Ended	12/31/08		10/31/09		12/31/09		10/31/10

Registrant⁽¹⁾	$	24,930	$	301,090	$	44,130	$	287,000
Eaton Vance⁽²⁾	$	345,473	$	280,861	$	288,295	$	278,901


⁽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 23, 2010

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.


By:		/s/ Barbara E. Campbell Barbara E. Campbell
		Treasurer

Date:		December 23, 2010

By:		/s/ Thomas E. Faust Jr. Thomas E. Faust Jr.
		President

Date: December 23, 2010

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