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, 2011

Date of Reporting Period

Item 1. Reports to Stockholders


Eaton Vance U.S. Government Money Market Fund Annual Report October 31, 2011

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.

This report must be preceded or accompanied by a current summary prospectus or prospectus. Before investing, investors should consider carefully the investment objective, risks, and charges and expenses of a mutual fund. This and other important information is contained in the summary prospectus and prospectus, which can be obtained from a financial advisor. Prospective investors should read the prospectus carefully before investing. For further information, please call 1-800-262-1122.

Annual Report October 31, 2011

Eaton Vance

U.S. Government Money Market Fund

Table of Contents


Management’s Discussion of Fund Performance			2

Performance			3

Fund Profile			3

Endnotes and Additional Disclosures			4

Fund Expenses			5

Financial Statements			6

Report of Independent Registered Public Accounting Firm			18

Federal Tax Information			19

Management and Organization			20

Important Notices			22

Eaton Vance

U.S. Government Money Market Fund

October 31, 2011

Management’s Discussion of Fund Performance¹

Economic and Market Conditions

U.S. government securities generated solid gains for the 12 months ending October 31, 2011, helped primarily by strong second-half results that stemmed primarily from a global flight to quality assets and accommodative monetary policies.

Although the interest-rate backdrop remained favorable throughout the entire year as the Federal Reserve Board (the Fed) held policy rates between 0.00% and 0.25%, U.S. government securities languished during much of the first half of the period. At that time, improved economic data and rising commodity prices suggested growing inflation pressures and triggered worries about imminent interest-rate hikes. These developments prompted many investors to shun U.S. government securities and seek opportunities among riskier asset classes.

In the second half of the period, the investment backdrop became increasingly more favorable for U.S. government securities. Initially, global economic growth showed signs of decelerating, which raised the odds of a U.S. recession, tempered investors’ worries about rising interest-rates and inflation, and fueled their appetite for investments that historically had provided safe havens amid periods of economic and market uncertainty. Meanwhile, new accommodative policies from the Fed aimed at keeping interest rates low also bolstered demand for U.S. government-backed investments. In August, the Fed stated its plan to keep policy rates at or near zero until at least mid-2013. At its next meeting in September, the Fed announced further monetary stimulus with its maturity extension program. Dubbed “Operation Twist,” this program involved the central bank’s swapping its short-term holdings for longer-term Treasury bonds. Against this already favorable backdrop for high-quality fixed-income securities, investor demand further intensified in late summer, despite the contentious tone of the debate to increase the U.S. debt ceiling and Standard & Poor’s resultant decision to downgrade the country’s long-term credit rating. Investors flocked to high-quality U.S. government bonds in August and September amid deepening financial stress in Europe, slowing worldwide economic activity and severe global equity markets volatility.

Fund Performance

For the fiscal year ending October 31, 2011, Eaton Vance U.S. Government Money Market Fund’s Class A shares at net asset value (NAV) had a total return of 0.00%. At period end, the fund’s annualized seven-day yield was 0.00%.

Neither the fund nor its peers had much opportunity to add yield, as short-term interest rates remained near zero throughout the year. To avoid a net negative yield or investment loss, the fund’s investment manager voluntarily reimbursed or waived a portion of the fund’s expenses during the 12-month period.

Short-term yields were pressured by the Fed’s announcement in August that it planned to keep the federal funds rate, a key overnight lending target, near zero until 2013. Increased demand for overnight and seven-day paper from money market fund managers focused on ensuring liquidity also pushed interest rates lower. For most of the period, the supply of short-maturity government paper contracted, as issuers locked in low rates with longer-maturity obligations. The supply of short coupon (or interest-bearing) Treasuries, however, increased in September after the introduction of Operation Twist. Under this program, the Fed started selling short-maturity Treasuries, causing short-term yields to move higher, and buying longer-maturity Treasuries to help drive down long-term rates.

The portfolio was heavily concentrated in short-term U.S. government agency obligations, which offered a slight yield advantage over comparable-maturity Treasuries. To boost liquidity, we favored agency discount notes over coupon agency notes. Within the Treasury sector, our focus for most of the year was on Treasury bills. Treasury yields crept higher shortly before the debt ceiling deadline, but demand for U.S. government debt eventually pushed yields lower. Late in the fiscal year, our Treasury focus shifted to coupon issues, whose yields had increased in the wake of Operation Twist.

See Endnotes and Additional Disclosures in this report.

Past performance is no guarantee of future results. Returns are historical and are calculated by determining the percentage change in net asset value (NAV) 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 quoted. Returns are before taxes unless otherwise noted. For performance as of the most recent month end, please refer to www.eatonvance.com.

Eaton Vance

U.S. Government Money Market Fund

October 31, 2011

Performance²

Portfolio Managers Thomas H. Luster, CFA; Maria Cappellano


												Since
% Average Annual Total Returns	Inception Date		1 Year			5 Years			10 Years			Inception

Class A at NAV		1/27/1975		0.00	%		1.59	%		1.63	%		—
Class B at NAV		12/7/2009		0.00			—			—			0.00
Class B at 5% Maximum Sales Charge		—		-5.00			—			—			-2.65
Class C at NAV		12/7/2009		0.00			—			—			0.00
Class C at 1% Maximum Sales Charge		—		-1.00			—			—			0.00

7-Day SEC Yield³						Class A			Class B			Class C

							0.00	%		0.00	%		0.00%

Total Annual Operating Expense Ratios⁴						Class A			Class B			Class C

							0.70	%		1.60	%		1.60%

Fund Profile

Asset Allocation (% of net assets)

See Endnotes and Additional Disclosures in this report.

Eaton Vance

U.S. Government Money Market Fund

October 31, 2011

Endnotes and Additional Disclosures


¹	The views expressed in this report are those of portfolio manager(s) and are current only through the date stated at the top of this page. These views are subject to change at any time based upon market or other conditions, and Eaton Vance and the Fund(s) disclaim any responsibility to update such views. These views may not be relied upon as investment advice and, because investment decisions are based on many factors, may not be relied upon as an indication of trading intent on behalf of any Eaton Vance fund. This commentary may contain statements that are not historical facts, referred to as forward looking statements. The Fund’s actual future results may differ significantly from those stated in any forward looking statement, depending on factors such as changes in securities or financial markets or general economic conditions, the volume of sales and purchases of Fund shares, the continuation of investment advisory, administrative and service contracts, and other risks discussed from time to time in the Fund’s filings with the Securities and Exchange Commission.

²	Total Returns at NAV do not include applicable sales charges. If sales charges were deducted, the returns would be lower. Total Returns shown with maximum sales charge reflect the stated maximum sales charge. Unless otherwise stated, performance does not reflect the deduction of taxes on Fund distributions or redemptions of Fund shares.

³	7-Day SEC Yield is annualized net investment income per share ended on the date shown. Yields are historical, will fluctuate and can more closely reflect the current earnings of a fund than the total return quotation. Absent an expense waiver by the investment adviser, the returns would be lower. 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. An investment in the Fund is not insured or guaranteed by the FDIC or any other government agency.

⁴	Source: Fund prospectus.

	Fund profile subject to change due to active management.

Eaton Vance

U.S. Government Money Market Fund

October 31, 2011

Fund Expenses

Example: As a Fund shareholder, 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 and/or service fees; and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of Fund investing 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, 2011 – October 31, 2011).

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 Fund return. 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.


	Beginning		Ending		Expenses Paid			Annualized
	Account Value		Account Value		During Period*			Expense
	(5/1/11)		(10/31/11)		(5/1/11 – 10/31/11)			Ratio


Actual
Class A	$	1,000.00	$	1,000.00	$	0.40	**		0.08	%
Class B	$	1,000.00	$	1,000.00	$	0.30	**		0.06	%
Class C	$	1,000.00	$	1,000.00	$	0.45	**		0.09	%





Hypothetical
(5% return per year before expenses)
Class A	$	1,000.00	$	1,024.80	$	0.41	**		0.08	%
Class B	$	1,000.00	$	1,024.90	$	0.31	**		0.06	%
Class C	$	1,000.00	$	1,024.80	$	0.46	**		0.09	%


*	Expenses are equal to the Fund’s annualized expense ratio for the indicated Class, 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, 2011.

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

Eaton Vance

U.S. Government Money Market Fund

October 31, 2011

Portfolio of Investments


U.S. Government Agency Obligations — 83.7%

	Principal
	Amount
Security	(000’s omitted)		Value


Federal Home Loan Bank:
0.29%, 12/16/11⁽¹⁾	$	550	$	550,041
0.14%, 7/18/12⁽¹⁾		10,000		9,999,278
0.33%, 8/8/12		990		990,000
0.18%, 9/19/12⁽¹⁾		2,500		2,499,777
0.30%, 10/26/12		500		499,852
Discount Note, 0.005%, 11/4/11		10,000		9,999,996
Discount Note, 0.03%, 11/4/11		4,878		4,877,988
Discount Note, 0.07%, 11/4/11		5,000		4,999,971
Discount Note, 0.015%, 11/16/11		1,430		1,429,991
Discount Note, 0.07%, 11/16/11		4,000		3,999,883
Discount Note, 0.025%, 11/18/11		6,888		6,887,919
Discount Note, 0.02%, 11/25/11		1,508		1,507,980
Discount Note, 0.04%, 12/2/11		1,500		1,499,948
Discount Note, 0.02%, 12/5/11		1,269		1,268,976
Discount Note, 0.06%, 12/7/11		1,000		999,940
Discount Note, 0.035%, 12/9/11		8,900		8,899,671
Discount Note, 0.11%, 12/16/11		15,000		14,997,937
Discount Note, 0.10%, 1/6/12		2,500		2,499,542
Discount Note, 0.105%, 1/18/12		2,500		2,499,431
Discount Note, 0.08%, 1/20/12		3,500		3,499,378
Discount Note, 0.09%, 1/25/12		3,500		3,499,256
Discount Note, 0.03%, 1/27/12		4,000		3,999,710
Discount Note, 0.09%, 2/15/12		7,500		7,498,013
Discount Note, 0.12%, 3/2/12		2,000		1,999,187


			$	101,403,665


Federal Home Loan Mortgage Corp.:
0.22%, 11/7/11⁽¹⁾	$	1,000	$	1,000,022
Discount Note, 0.06%, 11/1/11		3,000		3,000,000
Discount Note, 0.06%, 11/14/11		6,000		5,999,870
Discount Note, 0.04%, 11/15/11		3,050		3,049,953
Discount Note, 0.05%, 11/18/11		1,150		1,149,973
Discount Note, 0.01%, 11/21/11		9,306		9,305,948
Discount Note, 0.03%, 11/28/11		2,500		2,499,944
Discount Note, 0.06%, 11/29/11		6,800		6,799,683
Discount Note, 0.07%, 12/1/11		1,300		1,299,924
Discount Note, 0.055%, 12/5/11		7,500		7,499,610
Discount Note, 0.07%, 12/6/11		5,000		4,999,660
Discount Note, 0.06%, 12/8/11		1,000		999,938
Discount Note, 0.07%, 12/12/11		3,500		3,499,721
Discount Note, 0.025%, 12/27/11		4,110		4,109,840
Discount Note, 0.085%, 1/3/12		1,306		1,305,806
Discount Note, 0.08%, 1/9/12		5,000		4,999,233
Discount Note, 0.08%, 1/10/12		2,963		2,962,539
Discount Note, 0.09%, 1/17/12		2,000		1,999,615
Discount Note, 0.07%, 1/24/12		2,940		2,939,520
Discount Note, 0.07%, 2/6/12		2,050		2,049,613
Discount Note, 0.097%, 2/13/12		5,000		4,998,599


			$	76,469,011


Federal National Mortgage Association:
0.32%, 9/13/12⁽¹⁾	$	2,500	$	2,502,194
Discount Note, 0.07%, 11/2/11		4,900		4,899,990
Discount Note, 0.01%, 11/7/11		13,079		13,078,978
Discount Note, 0.02%, 11/7/11		3,000		2,999,990
Discount Note, 0.05%, 11/7/11		1,900		1,899,984
Discount Note, 0.05%, 11/28/11		5,000		4,999,813
Discount Note, 0.075%, 11/28/11		2,241		2,240,874
Discount Note, 0.095%, 11/30/11		15,000		14,998,852
Discount Note, 0.07%, 12/1/11		5,000		4,999,708
Discount Note, 0.08%, 12/14/11		2,500		2,499,761
Discount Note, 0.085%, 12/14/11		2,000		1,999,797
Discount Note, 0.03%, 1/11/12		3,000		2,999,823
Discount Note, 0.095%, 2/1/12		1,175		1,174,715
Discount Note, 0.065%, 2/29/12		2,800		2,799,393


			$	64,093,872



Total U.S. Government Agency Obligations
(amortized cost $241,966,548)			$	241,966,548




U.S. Treasury Obligations — 17.1%

	Principal
	Amount
Security	(000’s omitted)		Value


U.S. Treasury Bill, 0.005%, 12/29/11	$	5,000	$	4,999,920
U.S. Treasury Bill, 0.06%, 1/5/12		8,200		8,199,112
U.S. Treasury Bill, 0.015%, 2/2/12		5,000		4,999,806
U.S. Treasury Bill, 0.015%, 2/9/12		5,000		4,999,792
U.S. Treasury Bill, 0.038%, 3/8/12		312		311,958
U.S. Treasury Note, 1.00%, 3/31/12		4,500		4,517,592
U.S. Treasury Note, 1.375%, 4/15/12		4,000		4,023,460
U.S. Treasury Note, 1.00%, 4/30/12		4,680		4,701,467
U.S. Treasury Note, 0.75%, 5/31/12		5,000		5,018,918
U.S. Treasury Note, 0.625%, 6/30/12		2,750		2,759,562
U.S. Treasury Note, 0.625%, 7/31/12		2,500		2,509,264

See Notes to Financial Statements.

Eaton Vance

U.S. Government Money Market Fund

October 31, 2011

Portfolio of Investments — continued


	Principal
	Amount
Security	(000’s omitted)		Value


U.S. Treasury Note, 0.375%, 8/31/12	$	760	$	761,463
U.S. Treasury Note, 0.375%, 9/30/12		1,495		1,498,043



Total U.S. Treasury Obligations
(amortized cost $49,300,357)			$	49,300,357



Total Investments — 100.8%
(amortized cost $291,266,905)⁽²⁾			$	291,266,905



Other Assets, Less Liabilities — (0.8)%			$	(2,302,932	)



Net Assets — 100.0%			$	288,963,973

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


⁽¹⁾		Variable rate security. The stated interest rate represents the rate in effect at October 31, 2011.

⁽²⁾		Cost for federal income taxes is the same.

See Notes to Financial Statements.

Eaton Vance

U.S. Government Money Market Fund

October 31, 2011

Statement of Assets and Liabilities


Assets	October 31, 2011

Investments, at amortized cost	$	291,266,905
Cash		89
Interest receivable		35,979
Receivable for Fund shares sold		534,994
Receivable from affiliate		45,667


Total assets	$	291,883,634





Liabilities

Payable for Fund shares redeemed	$	2,843,376
Distributions payable		3
Payable to affiliate:
Trustees’ fees		633
Accrued expenses		75,649


Total liabilities	$	2,919,661


Net Assets	$	288,963,973





Sources of Net Assets

Paid-in capital	$	289,164,208
Accumulated net realized loss		(200,247	)
Accumulated undistributed net investment income		12


Total	$	288,963,973





Class A Shares

Net Assets	$	234,966,467
Shares Outstanding*		235,201,426
Net Asset Value, Offering Price and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	1.00





Class B Shares

Net Assets	$	23,791,196
Shares Outstanding*		23,790,132
Net Asset Value and Offering Price Per Share**
(net assets ¸ shares of beneficial interest outstanding)	$	1.00





Class C Shares

Net Assets	$	30,206,310
Shares Outstanding*		30,205,604
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.

See Notes to Financial Statements.

Eaton Vance

U.S. Government Money Market Fund

October 31, 2011

Statement of Operations


	Year Ended
Investment Income	October 31, 2011

Interest	$	317,759


Total investment income	$	317,759





Expenses

Investment adviser fee	$	1,261,994
Distribution and service fees
Class B		247,794
Class C		175,010
Trustees’ fees and expenses		4,640
Custodian fee		132,105
Transfer and dividend disbursing agent fees		148,062
Legal and accounting services		26,417
Printing and postage		30,637
Registration fees		85,089
Miscellaneous		19,372


Total expenses	$	2,131,120


Deduct —
Reduction of custodian fee	$	328
Waiver of fees and reimbursement of expenses by affiliates		1,813,082


Total expense reductions	$	1,813,410



Net expenses	$	317,710



Net investment income	$	49





Realized and Unrealized Gain (Loss)

Net realized gain (loss) —
Investment transactions	$	3,533
Gain realized on the disposal of investments in violation of restrictions		618


Net realized gain	$	4,151



Net increase in net assets from operations	$	4,200

See Notes to Financial Statements.

Eaton Vance

U.S. Government Money Market Fund

October 31, 2011

Statements of Changes in Net Assets


	Year Ended October 31,

Increase (Decrease) in Net Assets	2011			2010

From operations —
Net investment income	$	49		$	69
Net realized gain from investment transactions and disposal of investments in violation of restrictions		4,151			22,941


Net increase in net assets from operations	$	4,200		$	23,010


Distributions to shareholders —
From net investment income
Class A⁽¹⁾	$	(46	)	$	(54	)
Class B		(2	)		(12	)
Class C		(1	)		(3	)


Total distributions to shareholders	$	(49	)	$	(69	)


Transactions in shares of beneficial interest at Net Asset Value of $1.00 per share —
Proceeds from sale of shares
Class A⁽¹⁾	$	672,606,538		$	284,140,642
Class B		13,954,965			7,307,127
Class C		55,270,782			27,770,008
Net asset value of shares issued to shareholders in payment of distributions declared
Class A⁽¹⁾		12			24
Class B		2			3
Class C		1			—
Cost of shares redeemed
Class A⁽¹⁾		(563,042,896	)		(358,197,528	)
Class B		(17,453,441	)		(21,513,671	)
Class C		(35,394,321	)		(17,440,866	)
Net asset value of shares exchanged
Class A		7,990,708			12,859,509
Class B		(7,990,708	)		(12,859,509	)
Issued in connection with tax-free reorganization (see Note 9)
Class B		—			62,345,364


Net increase (decrease) in net assets from Fund share transactions	$	125,941,642		$	(15,588,897	)



Net increase (decrease) in net assets	$	125,945,793		$	(15,565,956	)





Net Assets

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


At end of year	$	288,963,973		$	163,018,180





Accumulated undistributed net investment income included in net assets

At end of year	$	12		$	—


⁽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

October 31, 2011

Financial Highlights


	Class A⁽¹⁾

	Year Ended October 31,
													Period Ended			Year Ended
	2011			2010			2009			2008			October 31, 2007⁽²⁾			December 31, 2006

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⁾	$	0.000	⁽⁴⁾	$	0.002		$	0.030		$	0.040		$	0.043





Less Distributions

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


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



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



Total Return⁽⁵⁾		0.00	%⁽⁶⁾⁽⁷⁾		0.00	%⁽⁶⁾		0.17	%		3.02	%		4.04	%⁽⁸⁾		4.40	%⁽⁹⁾





Ratios/Supplemental Data

Net assets, end of period (000’s omitted)	$	234,966		$	117,409		$	178,584		$	342,517		$	174,122		$	119,983
Ratios (as a percentage of average daily net assets):
Expenses⁽¹⁰⁾		0.13	%⁽¹¹⁾		0.20	%^(11)(12)		0.58	%^(11)(12)		0.58	%⁽¹²⁾		0.62	%^(12)(13)		0.75	%⁽¹²⁾
Net investment income		0.00	%⁽⁶⁾		0.00	%⁽⁶⁾		0.23	%		2.90	%		4.82	%⁽¹³⁾		4.32	%


⁽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⁾		Amount is less than 0.005%.
⁽⁷⁾		During the year ended October 31, 2011, the Fund realized a gain on the disposal of investments which did not meet the Fund’s investment guidelines. The gain was less than $0.01 per share and had no effect on total return for the year ended October 31, 2011.
⁽⁸⁾		Not annualized.
⁽⁹⁾		During the year ended December 31, 2006, 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 year ended December 31, 2006.
⁽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 0.55%, 0.50% and 0.18% of average daily net assets for the years ended October 31, 2011, 2010 and 2009, respectively). Absent this waiver and reimbursement, total return would have been lower.
⁽¹²⁾		Includes the Fund’s share of the Portfolio’s allocated expenses for the period when the Fund was making investments directly in the Portfolio.
⁽¹³⁾		Annualized.

See Notes to Financial Statements.

Eaton Vance

U.S. Government Money Market Fund

October 31, 2011

Financial Highlights — continued


	Class B

	Year Ended			Period Ended
	October 31, 2011			October 31, 2010⁽¹⁾

Net asset value — Beginning of period	$	1.000		$	1.000





Income (Loss) From Operations

Net investment income⁽²⁾	$	0.000	⁽³⁾	$	0.000	⁽³⁾





Less Distributions

From net investment income	$	(0.000	)⁽³⁾	$	(0.000	)⁽³⁾


Total distributions	$	(0.000	)	$	(0.000	)



Net asset value — End of period	$	1.000		$	1.000



Total Return⁽⁴⁾		0.00	%⁽⁵⁾⁽⁶⁾		0.00	%⁽⁵⁾⁽⁷⁾





Ratios/Supplemental Data

Net assets, end of period (000’s omitted)	$	23,791		$	35,280
Ratios (as a percentage of average daily net assets):
Expenses⁽⁸⁾		0.13	%⁽⁹⁾		0.20	%^(9)(10)(11)
Net investment income		0.00	%⁽⁵⁾		0.00	%^(5)(10)


⁽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⁾		Amount is less than 0.005%.
⁽⁶⁾		During the year ended October 31, 2011, the Fund realized a gain on the disposal of investments which did not meet the Fund’s investment guidelines. The gain was less than $0.01 per share and had no effect on total return for the year ended October 31, 2011.
⁽⁷⁾		Not annualized.
⁽⁸⁾		Excludes the effect of custody fee credits, if any, of less than 0.005%.
⁽⁹⁾		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 1.45% and 1.40% of average daily net assets for the year ended October 31, 2011 and the period ended October 31, 2010, respectively). Absent this waiver and reimbursement, total return would have been lower.
⁽¹⁰⁾		Annualized.
⁽¹¹⁾		Includes the Fund’s share of the Portfolio’s allocated expenses for the period when the Fund was making investments directly in the Portfolio.

See Notes to Financial Statements.

Eaton Vance

U.S. Government Money Market Fund

October 31, 2011

Financial Highlights — continued


	Class C

	Year Ended			Period Ended
	October 31, 2011			October 31, 2010⁽¹⁾

Net asset value — Beginning of period	$	1.000		$	1.000





Income (Loss) From Operations

Net investment income⁽²⁾	$	0.000	⁽³⁾	$	0.000	⁽³⁾





Less Distributions

From net investment income	$	(0.000	)⁽³⁾	$	(0.000	)⁽³⁾


Total distributions	$	(0.000	)	$	(0.000	)



Net asset value — End of period	$	1.000		$	1.000



Total Return⁽⁴⁾		0.00	%⁽⁵⁾⁽⁶⁾		0.00	%⁽⁵⁾⁽⁷⁾





Ratios/Supplemental Data

Net assets, end of period (000’s omitted)	$	30,206		$	10,330
Ratios (as a percentage of average daily net assets):
Expenses⁽⁸⁾		0.13	%⁽⁹⁾		0.20	%^(9)(10)(11)
Net investment income		0.00	%⁽⁵⁾		0.00	%^(5)(10)


⁽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⁾		Amount is less than 0.005%.
⁽⁶⁾		During the year ended October 31, 2011, the Fund realized a gain on the disposal of investments which did not meet the Fund’s investment guidelines. The gain was less than $0.01 per share and had no effect on total return for the year ended October 31, 2011.
⁽⁷⁾		Not annualized.
⁽⁸⁾		Excludes the effect of custody fee credits, if any, of less than 0.005%.
⁽⁹⁾		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 1.45% and 1.40% of average daily net assets for the year ended October 31, 2011 and the period ended October 31, 2010, respectively). Absent this waiver and reimbursement, total return would have been lower.
⁽¹⁰⁾		Annualized.
⁽¹¹⁾		Includes the Fund’s share of the Portfolio’s allocated expenses for the period when the Fund was making investments directly in the Portfolio.

See Notes to Financial Statements.

Eaton Vance

U.S. Government Money Market Fund

October 31, 2011

Notes to Financial Statements

1 Significant Accounting Policies

Eaton Vance U.S. Government Money Market 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 A (effective January 1, 2012), Class B and Class C shares are only offered in exchange for Class A, 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, 2011, the Fund, for federal income tax purposes, had a capital loss carryforward of $200,247 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. In addition, such capital loss carryforward cannot be utilized prior to the utilization of new capital losses, if any, created after October 31, 2011. During the year ended October 31, 2011, a capital loss carryfoward of $4,151 was utilized to offset net realized gains by the Fund.

As of October 31, 2011, 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, 2011 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.

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 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

Eaton Vance

U.S. Government Money Market Fund

October 31, 2011

Notes to Financial Statements — continued

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, 2011 and October 31, 2010 was as follows:


	Year Ended October 31,

	2011		2010


Distributions declared from:
Ordinary income	$	49	$	69

During the year ended October 31, 2011, accumulated undistributed net investment income was increased by $12 and paid-in capital was decreased by $12 due to differences between book and tax accounting, primarily for 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, 2011, the components of distributable earnings (accumulated losses) on a tax basis were as follows:




Undistributed ordinary income	$	12
Capital loss carryforward	$	(200,247	)

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 at reduced rates on net assets of $1 billion or more, and is payable monthly. For the year ended October 31, 2011, the Fund’s investment adviser fee amounted to $1,261,994 or 0.50% of the Fund’s average daily net assets. BMR has voluntarily undertaken to waive fees and reimburse expenses of the Fund to the extent necessary to maintain a yield of not less than zero. For the year ended October 31, 2011, BMR waived investment adviser fees and reimbursed expenses of the Fund of $1,390,278. 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, 2011, EVM earned $10,084 in sub-transfer agent fees. Eaton Vance Distributors, Inc. (EVD), an affiliate of EVM and the Fund’s principal underwriter, also 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, 2011, no significant amounts have been deferred. Certain officers and Trustees of the Fund are officers of the above organizations.

Eaton Vance

U.S. Government Money Market Fund

October 31, 2011

Notes to Financial Statements — continued

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, 2011, the Fund accrued to EVD $206,498 and $145,842 for Class B and Class C shares, respectively, representing 0.75% of the average daily net assets of Class B and Class C shares, all of which were voluntarily waived by EVD. At October 31, 2011, the amounts of Uncovered Distribution Charges of EVD calculated under the Class B and Class C Plans were approximately $17,342,000 and $3,532,000, 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, 2011 amounted to $41,296 and $29,168 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 four to six years of purchase, depending on the fund from which shares were exchanged, at declining rates that begin at 3% and 5%, 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, 2011, the Fund was informed that EVD received approximately $56,000 and $32,000 of CDSCs paid by Class B and Class C shareholders, respectively.

6 Purchases and Sales of Investments

Purchases and sales of investments, including maturities, for the year ended October 31, 2011 were as follows:


	Purchases		Sales


Investments (non-U.S. Government)	$	—	$	6,615,000
U.S. Government and Agency Securities		2,004,891,976		1,873,458,636



	$	2,004,891,976	$	1,880,073,636

During the year ended October 31, 2011, the Fund realized a gain of $618 on the sale of securities that did not meet the Fund’s investment restrictions. The effect of the gain realized had no impact on total return.

7 Line of Credit

The Fund participates with other portfolios and funds managed by EVM and its affiliates in a $600 million ($450 million prior to September 12, 2011) 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 0.08% (0.10% prior to September 12, 2011) 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, 2011.

Eaton Vance

U.S. Government Money Market Fund

October 31, 2011

Notes to Financial Statements — continued

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)

In cases where the inputs used to measure fair value fall in different levels of the fair value hierarchy, the level disclosed is determined based on the lowest level input that is significant to the fair value measurement in its entirety. 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, 2011, the hierarchy of inputs used in valuing the Fund’s investments, which are carried at value, were as follows:


Asset Description	Level 1		Level 2		Level 3		Total


U.S. Government Agency Obligations	$	—	$	241,966,548	$	—	$	241,966,548
U.S. Treasury Obligations		—		49,300,357		—		49,300,357



Total	$	—	$	291,266,905	$	—	$	291,266,905

The Fund held no investments or other financial instruments as of October 31, 2010 whose fair value was determined using Level 3 inputs. At October 31, 2011, the value of investments transferred between Level 1 and Level 2, if any, during the year then ended was not significant.

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 since February 27, 2010.

Eaton Vance

U.S. Government Money Market Fund

October 31, 2011

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:

We have audited the accompanying statement of assets and liabilities of Eaton Vance U.S. Government Money Market Fund (the “Fund”) (one of the funds constituting Eaton Vance Mutual Funds Trust), including the portfolio of investments, as of October 31, 2011, 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 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 year ended December 31, 2006 was 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, 2011, by correspondence with the custodian and brokers. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Eaton Vance U.S. Government Money Market Fund as of October 31, 2011, 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 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 19, 2011

Eaton Vance

U.S. Government Money Market Fund

October 31, 2011

Federal Tax Information (Unaudited)

Eaton Vance

U.S. Government Money Market Fund

October 31, 2011

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 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. Each Trustee oversees 179 portfolios in the Eaton Vance Complex (including all master and feeder funds in a master feeder structure). Each officer serves as an officer of certain other Eaton Vance funds. Each Trustee and officer serves until his or her successor is elected.


	Position(s)
	with the		Principal Occupation(s) and Directorships
Name and Year of Birth	Trust	Length of Service	During Past Five Years and Other Relevant Experience



Interested Trustee

Thomas E. Faust Jr. 1958	Trustee	Since 2007	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 179 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. Directorships in the Last Five Years.⁽¹⁾ Director of EVC.

Noninterested Trustees

Scott E. Eston 1956	Trustee	Since 2011	Private investor. Formerly held various positions at Grantham, Mayo, Van Otterloo and Co., L.L.C. (investment management firm) (1997-2009), including Chief Operating Officer (2002-2009), Chief Financial Officer (1997-2009) and Chairman of the Executive Committee (2002-2008); President and Principal Executive Officer, GMO Trust (open-end registered investment company) (2006-2009). Former Partner, Coopers and Lybrand L.L.P. (now PricewaterhouseCoopers) (public accounting firm) (1987-1997). Directorships in the Last Five Years. None.

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. Directorships in the Last Five Years.⁽¹⁾ None.

Allen R. Freedman 1940	Trustee	Since 2007	Private Investor. 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). Former Chairman and a Director of Indus International, Inc. (provider of enterprise management software to the power generating industry) (2005-2007). Former Chief Executive Officer of Assurant, Inc. (insurance provider) (1979-2000). Directorships in the Last Five Years.⁽¹⁾ Director of Stonemor Partners, L.P. (owner and operator of cemeteries). Formerly, Director of Assurant, Inc. (insurance provider) (1979-2011).

William H. Park 1947	Trustee	Since 2003	Consultant and private investor. Formerly, Chief Financial Officer, Aveon Group L.P. (investment management firm) (2010-2011). 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 (investment management firm) (1982-2001). Formerly, Senior Manager, Price Waterhouse (now PricewaterhouseCoopers) (an independent registered public accounting firm) (1972-1981). Directorships in the Last Five Years.⁽¹⁾ 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). Directorships in the Last Five Years.⁽¹⁾ None.

Eaton Vance

U.S. Government Money Market Fund

October 31, 2011

Management and Organization — continued


	Position(s)
	with the		Principal Occupation(s) and Directorships
Name and Year of Birth	Trust	Length of Service	During Past Five Years and Other Relevant Experience


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). Directorships in the Last Five Years.⁽¹⁾ Formerly, Director of BJ’s Wholesale Club, Inc. (wholesale club retailer) (2004-2011). 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. Directorships in the Last Five Years.⁽¹⁾ None.

Harriett Tee Taggart 1948	Trustee	Since 2011	Managing Director, Taggart Associates (a professional practice firm). Formerly, Partner and Senior Vice President, Wellington Management Company, LLP (investment management firm) (1983-2006). Directorships in the Last Five Years. Director of Albemarle Corporation (chemicals manufacturer) (since 2007) and The Hanover Group (specialty property and casualty insurance company) (since 2009). Formerly, Director of Lubrizol Corporation (specialty chemicals) (2007-2011).

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). Directorships in the Last Five Years.⁽¹⁾ None.

Principal Officers who are not Trustees
	Position(s)
	with the	Length of	Principal Occupation(s)
Name and Year of Birth	Trust	Service	During Past Five Years



Duncan W. Richardson 1957	President	Since 2011⁽²⁾	Director of EVC and Executive Vice President and Chief Equity Investment Officer of EVC, EVM and BMR.

Payson F. Swaffield 1956	Vice President	Since 2011	Chief Income Investment Officer of EVC. Vice President of EVM and BMR.

Barbara E. Campbell 1957	Treasurer	Since 2005	Vice President of EVM and BMR.

Maureen A. Gemma 1960	Vice President, Secretary and Chief Legal Officer	Vice President since 2011, Secretary since 2007 and Chief Legal Officer since 2008	Vice President of EVM and BMR.

Paul M. O’Neil 1953	Chief Compliance Officer	Since 2004	Vice President of EVM and BMR.


⁽¹⁾		During their respective tenures, the Trustees (except Mr. Eston and Ms. Taggart) 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 Trust (launched in 1998 and terminated in 2009).
⁽²⁾		Prior to 2011, Mr. Richardson was Vice President of the Trust since 2001.

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.

Eaton Vance

U.S. Government Money Market Fund

October 31, 2011

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, Eaton Vance Distributors, Inc., Eaton Vance Trust Company, Eaton Vance Management’s Real Estate Investment Group and Boston Management and Research. In addition, our Privacy Policy applies only to those Eaton Vance customers who are individuals and who have a direct relationship with us. If a customer’s account (i.e., fund shares) is held in the name of a third-party financial advisor/broker-dealer, it is likely that only such advisor’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 (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 advisor, may household the mailing of your documents indefinitely unless you instruct Eaton Vance, or your financial advisor, 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 advisor. 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 advisor.

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 and by accessing the SEC’s website at www.sec.gov.

This Page Intentionally Left Blank

Investment Adviser
Boston Management and Research

Two International Place

Boston, MA 02110

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 Investment Servicing (US) Inc.

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

Fund Offices
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 this program is available to investors at www.FINRA.org.


131-12/11	MMSRC


Eaton Vance Tax-Managed Equity Asset Allocation Fund Annual Report October 31, 2011

Annual Report October 31, 2011

Eaton Vance

Tax-Managed Equity Asset Allocation Fund

Table of Contents


Management’s Discussion of Fund Performance			2
Performance			3
Fund Profile			4
Endnotes and Additional Disclosures			5
Fund Expenses			6
Financial Statements			7
Report of Independent Registered Public Accounting Firm			18
Federal Tax Information			19
Management and Organization			20
Important Notices			22

Eaton Vance
Tax-Managed Equity Asset Allocation Fund

October 31, 2011

Management’s Discussion of Fund Performance¹

Economic and Market Conditions
Despite increased global markets volatility, U.S. equity markets posted solid results for the 12 months ending October 31, 2011, with strong early- and late-period gains more than offsetting steep mid-period losses.

In the initial months of the period, investor sentiment for U.S. equities was high as U.S. economic conditions reaccelerated and corporate earnings results generally beat expectations. During this time frame, U.S. stocks registered broad-based gains.

By early spring 2011, U.S. stock returns began to moderate, faltering as global economic growth decelerated and U.S. corporate profit growth slowed. Other negatives included ongoing worries about the European debt crisis and deliberations in Washington about raising the U.S. debt ceiling.

From July through September, U.S. stocks registered broad-based and steep declines when the eurozone’s distress worsened and global economic activity further decelerated. Investor confidence also was eroded by the inability of policymakers to grapple with sovereign debt issues—from the eurozone’s indecision on Greece to the U.S. lawmakers’ handling of the debt ceiling debate and Standard & Poor’s resulting decision to downgrade the country’s long-term credit rating. In the final month of the period, U.S. stocks rallied strongly. Investors were encouraged by Europe’s plan to combat Greece’s debt problems, expand a bailout fund and recapitalize the region’s banks. Additionally, fresh economic data indicated that the U.S. economy may not be poised to move back into recession.

For the 12-month period ending October 31, 2011, the S&P 500 Index² gained 8.09%, the Dow Jones Industrial Average rose 10.39% and the NASDAQ Composite Index was up 8.10%. Growth stocks outperformed value stocks across large and small market capitalizations, and large-cap stocks outpaced their mid- and small-cap counterparts

Fund Performance
For the fiscal year ending October 31, 2011, Eaton Vance Tax-Managed Equity Asset Allocation Fund’s Class A shares at net asset value (NAV) had a total return of 3.61%. By comparison, the Fund’s benchmark, the Russell 3000 Index (the Index), gained 7.90% during the period. 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 2011, its still-significant weighting relative to the Index, which has no international stock exposure, detracted from relative performance. International stocks, as measured by the MSCI Europe, Australasia Far East (EAFE) Index, significantly underperformed their U.S. counterparts, as measured by the Index, for the year. The Fund’s overweighting versus the Index in large-cap value stocks also detracted from relative performance.

Conversely, the Fund’s allocation to small-cap value stocks was beneficial to the Fund’s performance relative to the Index. Although small-cap value stocks, as measured by the Russell 2000 Value Index, underperformed the Index, the underlying Portfolio that invests in these stocks outperformed its benchmark index during the period.

Adjustments to the underlying Fund allocations occurred once during the period, in April 2011, and included a 2.50% increase in each of three Portfolios—Tax-Managed Growth Portfolio, Tax-Managed Value Portfolio and Tax-Managed Small-Cap Portfolio—and a 1.50% increase in Tax-Managed Small-Cap Value Portfolio. Conversely, we reduced the Fund’s allocation to Tax-Managed International Equity Portfolio by 2.00%. These changes occurred in part as a result of a need to reallocate the Fund’s 7.00% weighting in Tax-Managed Mid-Cap Core Portfolio, which was liquidated during the period.

See Endnotes and Additional Disclosures in this report.

Eaton Vance
Tax-Managed Equity Asset Allocation Fund

October 31, 2011

Performance^2,3

Portfolio Manager Duncan W. Richardson, CFA


									Since
% Average Annual Total Returns	Inception Date		1 Year			5 Years			Inception

Class A at NAV		3/4/2002		3.61	%		0.22	%		3.96	%
Class A at 5.75% Maximum Sales Charge		—		-2.32			-0.97			3.32
Class B at NAV		3/4/2002		2.88			-0.52			3.21
Class B at 5% Maximum Sales Charge		—		-2.12			-0.88			3.21
Class C at NAV		3/4/2002		2.81			-0.53			3.18
Class C at 1% Maximum Sales Charge		—		1.81			-0.53			3.18

Russell 3000 Index		3/4/2002		7.90	%		0.55	%		3.48	%

									Since
% After-Tax Returns with Maximum Sales Charge	Inception Date		1 Year			5 Years			Inception

Class A After Taxes on Distributions		3/4/2002		-2.35	%		-1.27	%		3.12	%
Class A After Taxes on Distributions and Sale of Fund Shares		—		-1.47			-0.79			2.89
Class B After Taxes on Distributions		3/4/2002		-2.12			-1.14			3.03
Class B After Taxes on Distributions and Sale of Fund Shares		—		-1.38			-0.71			2.79
Class C After Taxes on Distributions		3/4/2002		1.81			-0.79			3.00
Class C After Taxes on Distributions and Sale of Fund Shares		—		1.18			-0.42			2.77

Total Annual Operating Expense Ratios⁴			Class A			Class B			Class C

				1.41	%		2.16	%		2.16	%

Growth of $10,000

This graph shows the change in value of a hypothetical investment of $10,000 in Class A of the Fund for the period indicated. For comparison, the same investment is shown in the indicated index.


			With Maximum
	Period Beginning	At NAV	Sales Charge

Class B	3/4/02	$13,566	N.A.

Class C	3/4/02	$13,533	N.A.

See Endnotes and Additional Disclosures in this report.

Eaton Vance
Tax-Managed Equity Asset Allocation Fund

October 31, 2011

Fund Profile⁵

Portfolio Allocation (% of total investments)

See Endnotes and Additional Disclosures in this report.

Eaton Vance
Tax-Managed Equity Asset Allocation Fund

October 31, 2011

Endnotes and Additional Disclosures


¹		The views expressed in this report are those of portfolio manager(s) and are current only through the date stated at the top of this page. These views are subject to change at any time based upon market or other conditions, and Eaton Vance and the Fund(s) disclaim any responsibility to update such views. These views may not be relied upon as investment advice and, because investment decisions are based on many factors, may not be relied upon as an indication of trading intent on behalf of any Eaton Vance fund. This commentary may contain statements that are not historical facts, referred to as forward looking statements. The Fund’s actual future results may differ significantly from those stated in any forward looking statement, depending on factors such as changes in securities or financial markets or general economic conditions, the volume of sales and purchases of Fund shares, the continuation of investment advisory, administrative and service contracts, and other risks discussed from time to time in the Fund’s filings with the Securities and Exchange Commission.

²		S&P 500 Index is an unmanaged index of large-cap stocks commonly used as a measure of U.S. stock market performance. Dow Jones Industrial Average is a price-weighted average of 30 blue-chip stocks that are generally the leaders in their industry. NASDAQ Composite Index is a market capitalization-weighted index of all domestic and international securities listed on NASDAQ. Russell 3000 Index is an unmanaged index of the 3,000 largest U.S. stocks. MSCI EAFE Index is an unmanaged index of equities in the developed markets, excluding the U.S. and Canada. MSCI indices are net of foreign withholding taxes. 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. Russell 2000 Value Index is an unmanaged index of U.S. small-cap value stocks. Index returns do not reflect the effect of any applicable sales charges, commissions, expenses, taxes or leverage, as applicable. It is not possible to invest directly in an index.

³		Total Returns at NAV do not include applicable sales charges. If sales charges were deducted, the returns would be lower. Total Returns shown with maximum sales charge reflect the stated maximum sales charge. Unless otherwise stated, performance does not reflect the deduction of taxes on Fund distributions or redemptions of Fund shares. After-tax returns are calculated using certain assumptions, including using the highest historical individual federal income tax rates and do not reflect the impact of state/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 shares held by nontaxable entities. Return After Taxes on Distributions may be the same as Return Before Taxes for the same period because no taxable distributions were made during that period. Return After Taxes on Distributions and Sale of Fund Shares may be greater than or equal to Return After Taxes on Distributions for the same period because of losses realized on the sale of Fund shares.

⁴		Source: Fund prospectus.

⁵		Fund invests in one or more affiliated investment companies (Portfolios). Unless otherwise noted, references to investments are to the aggregate holdings of the Portfolios.

		Fund profile subject to change due to active management.

Eaton Vance

Tax-Managed Equity Asset Allocation Fund

October 31, 2011

Fund Expenses


	Beginning		Ending		Expenses Paid		Annualized
	Account Value		Account Value		During Period*		Expense
	(5/1/11)		(10/31/11)		(5/1/11 – 10/31/11)		Ratio


Actual
Class A	$	1,000.00	$	891.10	$	6.48		1.36	%
Class B	$	1,000.00	$	887.30	$	10.04		2.11	%
Class C	$	1,000.00	$	886.80	$	10.03		2.11	%





Hypothetical
(5% return per year before expenses)
Class A	$	1,000.00	$	1,018.30	$	6.92		1.36	%
Class B	$	1,000.00	$	1,014.60	$	10.71		2.11	%
Class C	$	1,000.00	$	1,014.60	$	10.71		2.11	%

Expenses are equal to the Fund’s annualized expense ratio for the indicated Class, 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, 2011. The Example reflects the expenses of both the Fund and the Portfolios.

Eaton Vance

Tax-Managed Equity Asset Allocation Fund

October 31, 2011

Statement of Assets and Liabilities


Assets	October 31, 2011

Investment in Tax-Managed Growth Portfolio, at value (identified cost, $126,668,307)	$	118,328,506
Investment in Tax-Managed Value Portfolio, at value (identified cost, $79,553,559)		111,082,544
Investment in Tax-Managed International Equity Portfolio, at value (identified cost, $53,433,411)		54,102,199
Investment in Tax-Managed Multi-Cap Growth Portfolio, at value (identified cost, $40,442,165)		45,576,565
Investment in Tax-Managed Small-Cap Portfolio, at value (identified cost, $39,979,900)		41,503,604
Investment in Tax-Managed Small-Cap Value Portfolio, at value (identified cost, $29,074,548)		38,356,362
Receivable for Fund shares sold		228,650


Total assets	$	409,178,430





Liabilities

Payable for Fund shares redeemed	$	1,094,673
Payable to affiliates:
Investment adviser fee		29,585
Distribution and service fees		199,065
Administration fee		50,050
Trustees’ fees		42
Accrued expenses		148,401


Total liabilities	$	1,521,816


Net Assets	$	407,656,614





Sources of Net Assets

Paid-in capital	$	371,367,768
Accumulated net realized loss from Portfolios		(3,218,204	)
Accumulated distributions in excess of net investment income		(290,840	)
Net unrealized appreciation from Portfolios		39,797,890


Total	$	407,656,614





Class A Shares

Net Assets	$	220,256,315
Shares Outstanding		17,251,035
Net Asset Value and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	12.77
Maximum Offering Price Per Share
(100 ¸ 94.25 of net asset value per share)	$	13.55





Class B Shares

Net Assets	$	29,591,837
Shares Outstanding		2,440,244
Net Asset Value and Offering Price Per Share*
(net assets ¸ shares of beneficial interest outstanding)	$	12.13





Class C Shares

Net Assets	$	157,808,462
Shares Outstanding		13,069,716
Net Asset Value and Offering Price Per Share*
(net assets ¸ shares of beneficial interest outstanding)	$	12.07

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.

See Notes to Financial Statements.

Eaton Vance

Tax-Managed Equity Asset Allocation Fund

October 31, 2011

Statement of Operations


	Year Ended
Investment Income	October 31, 2011

Dividends allocated from Portfolios (net of foreign taxes, $305,379)	$	8,759,857
Interest allocated from Portfolios		9,948
Securities lending income allocated from Portfolios, net		13,532
Expenses allocated from Portfolios		(3,456,355	)


Net investment income from Portfolios	$	5,326,982





Expenses

Investment adviser fee	$	481,884
Administration fee		703,270
Distribution and service fees
Class A		623,663
Class B		398,780
Class C		1,795,035
Trustees’ fees and expenses		500
Custodian fee		43,948
Transfer and dividend disbursing agent fees		360,088
Legal and accounting services		74,585
Printing and postage		43,997
Registration fees		61,573
Miscellaneous		14,344


Total expenses	$	4,601,667



Net investment income	$	725,315





Realized and Unrealized Gain (Loss)

Net realized gain (loss) —
Investment transactions	$	8,191,987
Net realized gain (loss) allocated from Portfolios —
Investment transactions		29,950,399
Written options		239,134
Foreign currency transactions		(37,346	)


Net realized gain	$	38,344,174


Change in unrealized appreciation (depreciation) —
Investments	$	(20,531,000	)
Written options		7,149
Foreign currency		28,037


Net change in unrealized appreciation (depreciation)	$	(20,495,814	)



Net realized and unrealized gain	$	17,848,360



Net increase in net assets from operations	$	18,573,675

See Notes to Financial Statements.

Eaton Vance

Tax-Managed Equity Asset Allocation Fund

October 31, 2011

Statements of Changes in Net Assets


	Year Ended October 31,

Increase (Decrease) in Net Assets	2011			2010

From operations —
Net investment income (loss)	$	725,315		$	(473,539	)
Net realized gain from investment transactions, written options, foreign currency transactions and capital gain distributions received		38,344,174			48,727,566
Net change in unrealized appreciation (depreciation) from investments, written options and foreign currency		(20,495,814	)		10,089,769


Net increase in net assets from operations	$	18,573,675		$	58,343,796


Distributions to shareholders —
From net investment income
Class A	$	(531,468	)	$	(2,352,778	)
Class B		—			(123,043	)
Class C		—			(524,975	)


Total distributions to shareholders	$	(531,468	)	$	(3,000,796	)


Transactions in shares of beneficial interest —
Proceeds from sale of shares
Class A	$	17,235,826		$	24,183,432
Class B		1,120,023			2,180,780
Class C		11,290,463			16,749,643
Net asset value of shares issued to shareholders in payment of distributions declared
Class A		456,927			2,075,614
Class B		—			108,332
Class C		—			428,515
Cost of shares redeemed
Class A		(71,551,231	)		(63,899,097	)
Class B		(8,726,153	)		(11,691,418	)
Class C		(41,209,065	)		(43,140,426	)
Net asset value of shares exchanged
Class A		11,623,805			11,393,216
Class B		(11,623,805	)		(11,393,216	)


Net decrease in net assets from Fund share transactions	$	(91,383,210	)	$	(73,004,625	)



Net decrease in net assets	$	(73,341,003	)	$	(17,661,625	)





Net Assets

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


At end of year	$	407,656,614		$	480,997,617





Accumulated distributions in excess of net investment income included in net assets

At end of year	$	(290,840	)	$	(121,735	)

See Notes to Financial Statements.

Eaton Vance

Tax-Managed Equity Asset Allocation Fund

October 31, 2011

Financial Highlights


	Class A

	Year Ended October 31,

	2011			2010			2009			2008			2007

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





Income (Loss) From Operations

Net investment income⁽¹⁾	$	0.067		$	0.032		$	0.074		$	0.102		$	0.146	⁽²⁾
Net realized and unrealized gain (loss)		0.379			1.392			1.011			(6.018	)		3.110


Total income (loss) from operations	$	0.446		$	1.424		$	1.085		$	(5.916	)	$	3.256





Less Distributions

From net investment income	$	(0.026	)	$	(0.104	)	$	(0.055	)	$	(0.156	)	$	—
From net realized gain		—			—			—			(0.828	)		(0.396	)


Total distributions	$	(0.026	)	$	(0.104	)	$	(0.055	)	$	(0.984	)	$	(0.396	)



Net asset value — End of year	$	12.770		$	12.350		$	11.030		$	10.000		$	16.900



Total Return⁽³⁾		3.61	%		12.95	%		10.98	%		(37.07	)%		23.71	%





Ratios/Supplemental Data

Net assets, end of year (000’s omitted)	$	220,256		$	252,522		$	250,372		$	258,039		$	374,979
Ratios (as a percentage of average daily net assets):
Expenses⁽⁴⁾⁽⁵⁾		1.37	%		1.41	%		1.44	%		1.36	%		1.35	%
Net investment income		0.51	%		0.27	%		0.78	%		0.72	%		0.96	%⁽²⁾
Portfolio Turnover of the Fund⁽⁶⁾		12	%		0	%⁽⁷⁾		2	%		8	%		2	%
Portfolio Turnover of Tax-Managed Growth Portfolio		3	%		2	%		3	%		1	%		2	%
Portfolio Turnover of Tax-Managed Value Portfolio		40	%		35	%		82	%		84	%		14	%
Portfolio Turnover of Tax-Managed International Equity Portfolio		41	%		72	%		57	%		34	%		23	%
Portfolio Turnover of Tax-Managed Multi-Cap Growth Portfolio		139	%		200	%		205	%		283	%		157	%
Portfolio Turnover of Tax-Managed Mid-Cap Core Portfolio		16	%⁽⁸⁾		33	%		42	%		40	%		38	%
Portfolio Turnover of Tax-Managed Small-Cap Portfolio		89	%		114	%		95	%		93	%		78	%
Portfolio Turnover of Tax-Managed Small-Cap Value Portfolio		66	%		51	%		66	%		103	%		80	%


⁽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%.
⁽⁸⁾		For the period from November 1, 2010 through the liquidation date of Tax-Managed Mid-Cap Core Portfolio, on April 21, 2011.

See Notes to Financial Statements.

Eaton Vance

Tax-Managed Equity Asset Allocation Fund

October 31, 2011

Financial Highlights — continued


	Class B

	Year Ended October 31,

	2011			2010			2009			2008			2007

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





Income (Loss) From Operations

Net investment income (loss)⁽¹⁾	$	(0.030	)	$	(0.053	)	$	0.022		$	(0.004	)	$	0.029	⁽²⁾
Net realized and unrealized gain (loss)		0.370			1.325			0.948			(5.775	)		3.007


Total income (loss) from operations	$	0.340		$	1.272		$	0.970		$	(5.779	)	$	3.036





Less Distributions

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


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



Net asset value — End of year	$	12.130		$	11.790		$	10.540		$	9.570		$	16.210



Total Return⁽³⁾		2.88	%		12.07	%		10.14	%		(37.56	)%		22.89	%





Ratios/Supplemental Data

Net assets, end of year (000’s omitted)	$	29,592		$	46,862		$	61,375		$	78,618		$	154,094
Ratios (as a percentage of average daily net assets):
Expenses⁽⁴⁾⁽⁵⁾		2.12	%		2.16	%		2.19	%		2.11	%		2.10	%
Net investment income (loss)		(0.24	)%		(0.47	)%		0.24	%		(0.03	)%		0.20	%⁽²⁾
Portfolio Turnover of the Fund⁽⁶⁾		12	%		0	%⁽⁷⁾		2	%		8	%		2	%
Portfolio Turnover of Tax-Managed Growth Portfolio		3	%		2	%		3	%		1	%		2	%
Portfolio Turnover of Tax-Managed Value Portfolio		40	%		35	%		82	%		84	%		14	%
Portfolio Turnover of Tax-Managed International Equity Portfolio		41	%		72	%		57	%		34	%		23	%
Portfolio Turnover of Tax-Managed Multi-Cap Growth Portfolio		139	%		200	%		205	%		283	%		157	%
Portfolio Turnover of Tax-Managed Mid-Cap Core Portfolio		16	%⁽⁸⁾		33	%		42	%		40	%		38	%
Portfolio Turnover of Tax-Managed Small-Cap Portfolio		89	%		114	%		95	%		93	%		78	%
Portfolio Turnover of Tax-Managed Small-Cap Value Portfolio		66	%		51	%		66	%		103	%		80	%


⁽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%.
⁽⁸⁾		For the period from November 1, 2010 through the liquidation date of Tax-Managed Mid-Cap Core Portfolio, on April 21, 2011.

See Notes to Financial Statements.

Eaton Vance

Tax-Managed Equity Asset Allocation Fund

October 31, 2011

Financial Highlights — continued


	Class C

	Year Ended October 31,

	2011			2010			2009			2008			2007

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





Income (Loss) From Operations

Net investment income (loss)⁽¹⁾	$	(0.031	)	$	(0.053	)	$	0.018		$	(0.004	)	$	0.031	⁽²⁾
Net realized and unrealized gain (loss)		0.361			1.323			0.952			(5.761	)		2.995


Total income (loss) from operations	$	0.330		$	1.270		$	0.970		$	(5.765	)	$	3.026





Less Distributions

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


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



Net asset value — End of year	$	12.070		$	11.740		$	10.500		$	9.530		$	16.180



Total Return⁽³⁾		2.81	%		12.11	%		10.18	%		(37.60	)%		22.85	%





Ratios/Supplemental Data

Net assets, end of year (000’s omitted)	$	157,808		$	181,613		$	186,912		$	195,347		$	309,869
Ratios (as a percentage of average daily net assets):
Expenses⁽⁴⁾⁽⁵⁾		2.12	%		2.16	%		2.19	%		2.11	%		2.10	%
Net investment income (loss)		(0.24	)%		(0.48	)%		0.20	%		(0.03	)%		0.21	%⁽²⁾
Portfolio Turnover of the Fund⁽⁶⁾		12	%		0	%⁽⁷⁾		2	%		8	%		2	%
Portfolio Turnover of Tax-Managed Growth Portfolio		3	%		2	%		3	%		1	%		2	%
Portfolio Turnover of Tax-Managed Value Portfolio		40	%		35	%		82	%		84	%		14	%
Portfolio Turnover of Tax-Managed International Equity Portfolio		41	%		72	%		57	%		34	%		23	%
Portfolio Turnover of Tax-Managed Multi-Cap Growth Portfolio		139	%		200	%		205	%		283	%		157	%
Portfolio Turnover of Tax-Managed Mid-Cap Core Portfolio		16	%⁽⁸⁾		33	%		42	%		40	%		38	%
Portfolio Turnover of Tax-Managed Small-Cap Portfolio		89	%		114	%		95	%		93	%		78	%
Portfolio Turnover of Tax-Managed Small-Cap Value Portfolio		66	%		51	%		66	%		103	%		80	%


⁽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%.
⁽⁸⁾		For the period from November 1, 2010 through the liquidation date of Tax-Managed Mid-Cap Core Portfolio, on April 21, 2011.

See Notes to Financial Statements.

Eaton Vance

Tax-Managed Equity Asset Allocation Fund

October 31, 2011

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. Beginning on January 1, 2012, Class B shares are only available for purchase upon exchange from another Eaton Vance fund or through reinvestment of distributions. 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 six 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 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 Tax-Managed Growth Portfolio, Tax-Managed Value Portfolio, Tax-Managed International Equity Portfolio, Tax-Managed Multi-Cap Growth Portfolio, Tax-Managed Small-Cap Portfolio and Tax-Managed Small-Cap Value Portfolio, (1.4%, 7.7%, 49.7%, 43.9%, 25.0% and 52.1%, respectively, at October 31, 2011). 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. 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 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. Short-term debt obligations 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 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 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 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.

Eaton Vance

Tax-Managed Equity Asset Allocation Fund

October 31, 2011

Notes to Financial Statements — continued

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, 2011, the Fund, for federal income tax purposes, had a capital loss carryforward of $7,176,246 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. In addition, such capital loss carryforward cannot be utilized prior to the utilization of new capital losses, if any, created after October 31, 2011.

During the year ended October 31, 2011, a capital loss carryforward of $33,576,919 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 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, 2011 and October 31, 2010 was as follows:


	Year Ended October 31,

	2011		2010


Distributions declared from:
Ordinary income	$	531,468	$	3,000,796

Eaton Vance

Tax-Managed Equity Asset Allocation Fund

October 31, 2011

Notes to Financial Statements — continued

During the year ended October 31, 2011, accumulated net realized loss was increased by $1,767,251, undistributed net investment income was decreased by $362,952 and paid-in capital was increased by $2,130,203 due to differences between book and tax accounting, primarily for distributions from real estate investment trusts (REITs), investments in partnerships, 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, 2011, the components of distributable earnings (accumulated losses) and unrealized appreciation (depreciation) on a tax basis were as follows:





Undistributed ordinary income	$	95,988
Capital loss carryforward	$	(7,176,246	)
Net unrealized appreciation	$	43,369,104

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. Pursuant to the investment advisory agreement and subsequent fee reduction agreement between the Fund and EVM, the fee is computed at an annual rate of 0.75% of the Fund’s average daily net assets up to $500 million, 0.70% on net assets of $500 million but less than $1 billion and at reduced rates on daily net assets of $1 billion and over, and is payable monthly. The fee reduction cannot be terminated without the consent of the Trustees and shareholders. Prior to May 1, 2011, the fee was computed at an annual rate of 0.80% of the Fund’s average daily net assets up to $500 million, 0.75% on net assets of $500 million but less than $1 billion and at reduced rates on daily net assets of $1 billion and over, and was 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, 2011, the Fund’s investment adviser fee totaled $3,639,202, of which $3,157,318 was allocated from the Portfolios and $481,884 was paid or accrued directly by the Fund. For the year ended October 31, 2011, the Fund’s investment adviser fee, including the fees allocated from the Portfolios, was 0.78% 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, 2011, the administration fee amounted to $703,270.

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, 2011, EVM earned $22,875 in sub-transfer agent fees. The Fund was informed that EVD, an affiliate of EVM, received $34,213 as its portion of the sales charge on sales of Class A shares for the year ended October 31, 2011. 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 EVM.

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. Pursuant to the Class B and Class C Plans, the Fund pays 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, 2011, the Fund paid or accrued to EVD $299,085 and $1,346,277 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, 2011, the amounts of Uncovered Distribution Charges of EVD calculated under the Class B and Class C Plans were approximately $1,321,000 and $12,110,000, respectively.

Eaton Vance

Tax-Managed Equity Asset Allocation Fund

October 31, 2011

Notes to Financial Statements — continued

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, 2011 amounted to $99,695 and $448,758 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, 2011, the Fund was informed that EVD received approximately $1,000, $50,000 and $6,000 of CDSCs paid by Class A, Class B and Class C shareholders, respectively.

6 Investment Transactions

For the year ended October 31, 2011, increases and decreases in the Fund’s investments in the Portfolios were as follows:


Portfolio	Contributions		Withdrawals


Tax-Managed Growth Portfolio	$	11,180,430	$	27,337,897
Tax-Managed Value Portfolio		12,496,201		23,605,461
Tax-Managed International Equity Portfolio		525,739		19,045,854
Tax-Managed Multi-Cap Growth Portfolio		444,814		13,138,866
Tax-Managed Mid-Cap Core Portfolio		6,177,211		47,226,576
Tax-Managed Small-Cap Portfolio		18,160,641		13,891,871
Tax-Managed Small-Cap Value Portfolio		6,532,569		7,405,225

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	2011			2010


Sales		1,307,086			2,053,546
Issued to shareholders electing to receive payments of distributions in Fund shares		34,696			175,157
Redemptions		(5,431,086	)		(5,449,236	)
Exchange from Class B shares		887,058			970,500



Net decrease		(3,202,246	)		(2,250,033	)

Eaton Vance

Tax-Managed Equity Asset Allocation Fund

October 31, 2011

Notes to Financial Statements — continued


	Year Ended October 31,
Class B	2011			2010


Sales		89,093			193,018
Issued to shareholders electing to receive payments of distributions in Fund shares		—			9,511
Redemptions		(692,377	)		(1,038,222	)
Exchange to Class A shares		(930,678	)		(1,013,438	)



Net decrease		(1,533,962	)		(1,849,131	)





	Year Ended October 31,
Class C	2011			2010


Sales		901,251			1,491,411
Issued to shareholders electing to receive payments of distributions in Fund shares		—			37,788
Redemptions		(3,300,611	)		(3,858,819	)



Net decrease		(2,399,360	)		(2,329,620	)

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)

In cases where the inputs used to measure fair value fall in different levels of the fair value hierarchy, the level disclosed is determined based on the lowest level input that is significant to the fair value measurement in its entirety. 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, 2011 and October 31, 2010, the Fund’s investments in the Portfolios were valued based on Level 1 inputs.

Eaton Vance

Tax-Managed Equity Asset Allocation Fund

October 31, 2011

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, 2011, 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 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 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, such 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, 2011, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 23, 2011

Eaton Vance

Tax-Managed Equity Asset Allocation Fund

October 31, 2011

Federal Tax Information (Unaudited)

The Form 1099-DIV you receive in January 2012 will show the tax status of all distributions paid to your account in calendar year 2011. 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 $6,876,790, 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 2011 ordinary income dividends, 100% qualifies for the corporate dividends received deduction.

Eaton Vance

Tax-Managed Equity Asset Allocation Fund

October 31, 2011

Management and Organization


	Position(s)
	with the		Principal Occupation(s) and Directorships
Name and Year of Birth	Trust	Length of Service	During Past Five Years and Other Relevant Experience



Interested Trustee

Thomas E. Faust Jr. 1958	Trustee	Since 2007	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 179 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. Directorships in the Last Five Years.⁽¹⁾ Director of EVC.

Noninterested Trustees

Scott E. Eston 1956	Trustee	Since 2011	Private investor. Formerly held various positions at Grantham, Mayo, Van Otterloo and Co., L.L.C. (investment management firm) (1997-2009), including Chief Operating Officer (2002-2009), Chief Financial Officer (1997-2009) and Chairman of the Executive Committee (2002-2008); President and Principal Executive Officer, GMO Trust (open-end registered investment company) (2006-2009). Former Partner, Coopers and Lybrand L.L.P. (now PricewaterhouseCoopers) (public accounting firm) (1987-1997). Directorships in the Last Five Years. None.

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. Directorships in the Last Five Years.⁽¹⁾ None.

Allen R. Freedman 1940	Trustee	Since 2007	Private Investor. 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). Former Chairman and a Director of Indus International, Inc. (provider of enterprise management software to the power generating industry) (2005-2007). Former Chief Executive Officer of Assurant, Inc. (insurance provider) (1979-2000). Directorships in the Last Five Years.⁽¹⁾ Director of Stonemor Partners, L.P. (owner and operator of cemeteries). Formerly, Director of Assurant, Inc. (insurance provider) (1979-2011).

William H. Park 1947	Trustee	Since 2003	Consultant and private investor. Formerly, Chief Financial Officer, Aveon Group L.P. (investment management firm) (2010-2011). 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 (investment management firm) (1982-2001). Formerly, Senior Manager, Price Waterhouse (now PricewaterhouseCoopers) (an independent registered public accounting firm) (1972-1981). Directorships in the Last Five Years.⁽¹⁾ 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). Directorships in the Last Five Years.⁽¹⁾ None.

Eaton Vance

Tax-Managed Equity Asset Allocation Fund

October 31, 2011

Management and Organization — continued


	Position(s)
	with the		Principal Occupation(s) and Directorships
Name and Year of Birth	Trust	Length of Service	During Past Five Years and Other Relevant Experience


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). Directorships in the Last Five Years.⁽¹⁾ Formerly, Director of BJ’s Wholesale Club, Inc. (wholesale club retailer) (2004-2011). 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. Directorships in the Last Five Years.⁽¹⁾ None.

Harriett Tee Taggart 1948	Trustee	Since 2011	Managing Director, Taggart Associates (a professional practice firm). Formerly, Partner and Senior Vice President, Wellington Management Company, LLP (investment management firm) (1983-2006). Directorships in the Last Five Years. Director of Albemarle Corporation (chemicals manufacturer) (since 2007) and The Hanover Group (specialty property and casualty insurance company) (since 2009). Formerly, Director of Lubrizol Corporation (specialty chemicals) (2007-2011).

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). Directorships in the Last Five Years.⁽¹⁾ None.

Principal Officers who are not Trustees
	Position(s)
	with the	Length of	Principal Occupation(s)
Name and Year of Birth	Trust	Service	During Past Five Years


Duncan W. Richardson 1957	President	Since 2011⁽²⁾	Director of EVC and Executive Vice President and Chief Equity Investment Officer of EVC, EVM and BMR.

Payson F. Swaffield 1956	Vice President	Since 2011	Chief Income Investment Officer of EVC. Vice President of EVM and BMR.

Barbara E. Campbell 1957	Treasurer	Since 2005	Vice President of EVM and BMR.

Maureen A. Gemma 1960	Vice President, Secretary and Chief Legal Officer	Vice President since 2011, Secretary since 2007 and Chief Legal Officer since 2008	Vice President of EVM and BMR.

Paul M. O’Neil 1953	Chief Compliance Officer	Since 2004	Vice President of EVM and BMR.


⁽¹⁾		During their respective tenures, the Trustees (except Mr. Eston and Ms. Taggart) 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 Trust (launched in 1998 and terminated in 2009).
⁽²⁾		Prior to 2011, Mr. Richardson was Vice President of the Trust since 2001.

Eaton Vance

Tax-Managed Equity Asset Allocation Fund

October 31, 2011

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.

This Page Intentionally Left Blank

Investment Adviser and 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 Investment Servicing (US) Inc.

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

Fund Offices
Two International Place

Boston, MA 02110


1299-12/11	TMEAASRC


Eaton Vance Multi-Strategy Absolute Return Fund Annual Report October 31, 2011

Annual Report October 31, 2011

Eaton Vance

Multi-Strategy Absolute Return Fund

Table of Contents


Management’s Discussion of Fund Performance			2
Performance			3
Fund Profile			4
Endnotes and Additional Disclosures			5
Fund Expenses			6
Financial Statements			7
Report of Independent Registered Public Accounting Firm			21
Federal Tax Information			22
Management and Organization			23
Important Notices			25

Eaton Vance

Multi-Strategy Absolute Return Fund

October 31, 2011

Management’s Discussion of Fund Performance¹

Economic and Market Conditions

During the 12 months ending October 31, 2011, the markets digested a significant number of historical events that established price volatility as normal rather than the exception in global financial markets. Citing a lack of political will in the United States, Standard & Poor’s lowered its credit rating on U.S. sovereign debt. The European sovereign debt crisis deteriorated, as policymakers within the eurozone squandered opportunities to address the issues in a meaningful manner. The tragic Tohoku earthquake and tsunami in Japan disrupted global supply chains and adversely affected global economic growth.

Global bond markets generally favored the most liquid instruments over riskier assets. Despite the fiscal concerns in the United States and the eurozone, U.S. Treasuries and German Bund yields fell across the curve. In contrast, sovereign yields in the larger economies of the eurozone rose significantly in response to the markets’ concerns about solvency and future growth prospects. Emerging-market growth was strong for most of the year, but moderated towards the end of the period as the global inventory cycle slowed and the crisis in Europe intensified.

Fund Performance

For the fiscal year ending October 31, 2011, Eaton Vance Multi-Strategy Absolute Return Fund’s Class A shares at net asset value (NAV) had a total return of 1.62%. Positive contributions from each of the underlying Portfolios helped the Fund outperform the 0.13% return of its primary benchmark, the BofA Merrill Lynch 3-Month U.S. Treasury Bill Index.²

The Fund’s investment in Floating Rate Portfolio benefited as the floating-rate loan market, which consists of floating-rate securities typically issued by below-investment-grade companies, rallied in the first half of the period, buoyed by improved issuer fundamentals. The Federal Reserve Board announced in August that it would not be raising a key short-term interest rate until at least 2013, triggering a decline in the sector. A late-period rally, however, helped the sector recover. In an effort to reduce risk, the Fund trimmed its allocations to this sector throughout the year.

About 50% of assets at period-end were in MSAR Completion Portfolio. Its gains were driven by positive performance and a stake in commercial mortgage-backed securities (CMBS), which benefited as interest rates declined. In addition, investments in S&P 500 options, used to generate incremental income without taking a view on the equity market’s direction, aided results.

The Fund’s foreign investments were in Global Macro and Global Macro Absolute Return Advantage Portfolios, both of which focused on short-term sovereign debt and currencies, especially in emerging markets. In both Portfolios, positions in Asia and Latin America gave the biggest boost to results. Investments in commodities and a short position in NZD (New Zealand) slightly detracted from performance.

The Fund had stakes in high-yield bonds through Boston Income Portfolio and in U.S. government agency mortgage-backed securities (MBS) through Government Obligations and Short-Term U.S. Government (formerly Investment) Portfolios, each of which had little impact on overall performance. The Fund’s high-yield exposure helped early on as the sector rallied. The Fund eliminated the position in March, avoiding the decline that occurred over the summer and early fall, but missing the October rally.

See Endnotes and Additional Disclosures in this report.

Eaton Vance

Multi-Strategy Absolute Return Fund

October 31, 2011

Performance^2,3

Portfolio Managers Jeffrey A. Rawlins, CFA; Dan R. Strelow, CFA; Justin H. Bourgette, CFA; Thomas A. Shively


										Since
% Average Annual Total Returns	Inception Date			1 Year			5 Years			Inception

Class A at NAV		12/7/2004			1.62	%		4.09	%		4.43	%
Class A at 4.75% Maximum Sales Charge		—			-3.21			3.07			3.69
Class B at NAV		12/7/2004			0.75			3.31			3.63
Class B at 5% Maximum Sales Charge		—			-4.22			2.98			3.63
Class C at NAV		12/7/2004			0.75			3.29			3.63
Class C at 1% Maximum Sales Charge		—			-0.24			3.29			3.63
Class I at NAV		10/1/2009			1.76			—			5.40

BofA Merrill Lynch 3-Month U.S. Treasury Bill Index		12/7/2004			0.13	%		1.66	%		2.24	%

Total Annual Operating Expense Ratios⁴	Class A			Class B			Class C			Class I

		1.10	%		1.85	%		1.85	%		0.85	%

Growth of $10,000

This graph shows the change in value of a hypothetical investment of $10,000 in Class A of the Fund for the period indicated. For comparison, the same investment is shown in the indicated index.

With Maximum

Period Beginning

At NAV

Sales Charge

Class B

12/7/04

12,793

N.A.

Class C

12/7/04

12,793

N.A.

Class I

10/1/09

11,159

N.A.

See Endnotes and Additional Disclosures in this report.

Eaton Vance

Multi-Strategy Absolute Return Fund

October 31, 2011

Fund Profile⁵

Portfolio Allocation (% of total investments)

Asset Allocation (% of net assets; excluding derivatives)


*		Boston Income Portfolio amount is less than 0.005% of portfolio allocation.

See Endnotes and Additional Disclosures in this report.

Eaton Vance

Multi-Strategy Absolute Return Fund

October 31, 2011

Endnotes and Additional Disclosures


¹		The views expressed in this report are those of the portfolio manager(s) and are current only through the date stated at the top of this page. These views are subject to change at any time based upon market or other conditions, and Eaton Vance and the Fund(s) disclaim any responsibility to update such views. These views may not be relied upon as investment advice and, because investment decisions are based on many factors, may not be relied upon as an indication of trading intent on behalf of any Eaton Vance fund. This commentary may contain statements that are not historical facts, referred to as forward looking statements. The Fund’s actual future results may differ significantly from those stated in any forward looking statement, depending on factors such as changes in securities or financial markets or general economic conditions, the volume of sales and purchases of Fund shares, the continuation of investment advisory, administrative and service contracts, and other risks discussed from time to time in the Fund’s filings with the Securities and Exchange Commission.

²		BofA Merrill Lynch 3-Month U.S. Treasury Bill Index is an unmanaged index of U.S. Treasury securities maturing in 90 days. Index returns do not reflect the effect of any applicable sales charges, commissions, expenses, taxes or leverage, as applicable. It is not possible to invest directly in an index.

³		Total Returns at NAV do not include applicable sales charges. If sales charges were deducted, the returns would be lower. Total Returns shown with maximum sales charge reflect the stated maximum sales charge. Unless otherwise stated, performance does not reflect the deduction of taxes on Fund distributions or redemptions of Fund shares. Prior to 7/1/09, the Fund had a predetermined fixed allocation approach investing equally among portfolios investing in mortgage-backed securities, senior floating-rate loans and high-yield bonds. The Fund has changed its objectives and investment strategies to permit investment in multiple Eaton Vance Portfolios and Funds.

⁴		Source: Fund prospectus.

⁵		Fund primarily invests in one or more affiliated investment companies (Portfolios) and may also invest directly. Unless otherwise noted, references to investments are to the aggregate holdings of the Fund and the Portfolios.

		Fund profile subject to change due to active management.

		Important Notice to Shareholders
		Effective August 15, 2011, Justin H. Bourgette and Thomas A. Shively were added as Portfolio Managers to the Fund and MSAR Completion Portfolio.

Eaton Vance

Multi-Strategy Absolute Return Fund

October 31, 2011

Fund Expenses


	Beginning		Ending		Expenses Paid			Annualized
	Account Value		Account Value		During Period*			Expense
	(5/1/11)		(10/31/11)		(5/1/11 – 10/31/11)		��	Ratio


Actual
Class A	$	1,000.00	$	993.90	$	6.28			1.25	%
Class B	$	1,000.00	$	990.10	$	10.03			2.00	%
Class C	$	1,000.00	$	990.10	$	10.03			2.00	%
Class I	$	1,000.00	$	995.10	$	5.03			1.00	%





Hypothetical
(5% return per year before expenses)
Class A	$	1,000.00	$	1,018.90	$	6.36			1.25	%
Class B	$	1,000.00	$	1,015.10	$	10.16			2.00	%
Class C	$	1,000.00	$	1,015.10	$	10.16			2.00	%
Class I	$	1,000.00	$	1,020.20	$	5.09			1.00	%

Eaton Vance

Multi-Strategy Absolute Return Fund

October 31, 2011

Portfolio of Investments


Investments in Affiliated Portfolios — 99.9%

Description	Value


Boston Income Portfolio (identified cost, $2,596,440)	$	1
Floating Rate Portfolio (identified cost, $141,056,560)		136,051,959
Global Macro Absolute Return Advantage Portfolio (identified cost, $97,044,149)		97,041,929
Global Macro Portfolio (identified cost, $94,364,816)		96,665,690
Government Obligations Portfolio (identified cost, $6,659,453)		11,685,415
Large-Cap Core Research Portfolio (identified cost, $13,979,160)		14,646,707
MSAR Completion Portfolio (identified cost, $384,150,461)		382,537,613
Short-Term U.S. Government Portfolio (identified cost, $27,547,360)		28,495,749



Total Investments in Affiliated Portfolios
(identified cost $767,398,399)	$	767,125,063



Other Assets, Less Liabilities — 0.1%	$	1,082,445



Net Assets — 100.0%	$	768,207,508

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

See Notes to Financial Statements.

Eaton Vance

Multi-Strategy Absolute Return Fund

October 31, 2011

Statement of Assets and Liabilities


Assets	October 31, 2011

Affiliated investments, at value (identified cost, $767,398,399)	$	767,125,063
Receivable for Fund shares sold		3,987,301


Total assets	$	771,112,364





Liabilities

Payable for Fund shares redeemed	$	2,339,226
Distributions payable		148,557
Payable to affiliates:
Distribution and service fees		226,725
Trustees’ fees		42
Accrued expenses		190,306


Total liabilities	$	2,904,856


Net Assets	$	768,207,508





Sources of Net Assets

Paid-in capital	$	804,963,720
Accumulated net realized loss from Portfolios		(37,396,544	)
Accumulated undistributed net investment income		913,668
Net unrealized depreciation from Portfolios		(273,336	)


Total	$	768,207,508





Class A Shares

Net Assets	$	413,764,328
Shares Outstanding		45,185,833
Net Asset Value and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	9.16
Maximum Offering Price Per Share
(100 ¸ 95.25 of net asset value per share)	$	9.62





Class B Shares

Net Assets	$	22,469,155
Shares Outstanding		2,455,764
Net Asset Value and Offering Price Per Share*
(net assets ¸ shares of beneficial interest outstanding)	$	9.15





Class C Shares

Net Assets	$	143,808,663
Shares Outstanding		15,715,122
Net Asset Value and Offering Price Per Share*
(net assets ¸ shares of beneficial interest outstanding)	$	9.15





Class I Shares

Net Assets	$	188,165,362
Shares Outstanding		20,554,150
Net Asset Value, Offering Price and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	9.15

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.

See Notes to Financial Statements.

Eaton Vance

Multi-Strategy Absolute Return Fund

October 31, 2011

Statement of Operations


	Year Ended
Investment Income	October 31, 2011

Interest and other income allocated from affiliated Portfolios (net of foreign taxes, $73,410)	$	16,571,056
Dividends allocated from affiliated Portfolios (net of foreign taxes, $3,622)		235,421
Expenses allocated from affiliated Portfolios		(4,574,978	)


Net investment income from Portfolios	$	12,231,499





Expenses

Distribution and service fees
Class A	$	705,944
Class B		258,047
Class C		1,342,636
Trustees’ fees and expenses		500
Custodian fee		25,501
Transfer and dividend disbursing agent fees		350,875
Legal and accounting services		42,179
Printing and postage		56,854
Registration fees		206,813
Miscellaneous		11,774


Total expenses	$	3,001,123



Net investment income	$	9,230,376





Realized and Unrealized Gain (Loss) from Portfolios

Net realized gain (loss) —
Investment transactions (including a gain of $43,798 from precious metals)	$	(8,073,909	)
Written options		9,495,246
Securities sold short		(20,025	)
Futures contracts		(2,672,585	)
Swap contracts		297,982
Forward commodity contracts		(283,024	)
Foreign currency and forward foreign currency exchange contract transactions		(2,575,592	)


Net realized loss	$	(3,831,907	)


Change in unrealized appreciation (depreciation) —
Investments (including net decrease of $175,750 from precious metals)	$	(4,358,169	)
Written options		(164,630	)
Securities sold short		355,795
Futures contracts		(322,199	)
Swap contracts		271,352
Forward commodity contracts		(271,408	)
Foreign currency and forward foreign currency exchange contracts		2,855,930


Net change in unrealized appreciation (depreciation)	$	(1,633,329	)



Net realized and unrealized loss	$	(5,465,236	)



Net increase in net assets from operations	$	3,765,140

See Notes to Financial Statements.

Eaton Vance

Multi-Strategy Absolute Return Fund

October 31, 2011

Statements of Changes in Net Assets


	Year Ended October 31,

Increase (Decrease) in Net Assets	2011			2010

From operations —
Net investment income	$	9,230,376		$	10,310,380
Net realized loss from investment transactions, written options, securities sold short, futures contracts, swap contracts, forward commodity contracts, and foreign currency and forward foreign currency exchange contract transactions		(3,831,907	)		(6,812,020	)
Net change in unrealized appreciation (depreciation) from investments, written options, securities sold short, futures contracts, swap contracts, forward commodity contracts, foreign currency and forward foreign currency exchange contracts		(1,633,329	)		18,924,554


Net increase in net assets from operations	$	3,765,140		$	22,422,914


Distributions to shareholders —
From net investment income
Class A	$	(5,488,871	)	$	(4,464,709	)
Class B		(340,723	)		(836,959	)
Class C		(1,713,171	)		(3,537,179	)
Class I		(2,097,769	)		(81,295	)
Tax return of capital
Class A		—			(1,592,829	)
Class B		—			(298,594	)
Class C		—			(1,261,924	)
Class I		—			(29,003	)


Total distributions to shareholders	$	(9,640,534	)	$	(12,102,492	)


Transactions in shares of beneficial interest —
Proceeds from sale of shares
Class A	$	379,976,539		$	41,640,883
Class B		2,668,301			1,881,950
Class C		58,882,498			9,519,493
Class I		257,347,130			4,491,172
Net asset value of shares issued to shareholders in payment of distributions declared
Class A		4,942,008			4,872,729
Class B		251,430			805,174
Class C		1,373,441			3,780,508
Class I		1,230,201			39,132
Cost of shares redeemed
Class A		(115,312,350	)		(45,493,504	)
Class B		(7,365,582	)		(6,055,540	)
Class C		(39,239,467	)		(27,679,257	)
Class I		(72,667,527	)		(1,830,945	)
Net asset value of shares exchanged
Class A		1,203,178			1,107,579
Class B		(1,203,178	)		(1,107,579	)


Net increase (decrease) in net assets from Fund share transactions	$	472,086,622		$	(14,028,205	)



Net increase (decrease) in net assets	$	466,211,228		$	(3,707,783	)





Net Assets

At beginning of year	$	301,996,280		$	305,704,063


At end of year	$	768,207,508		$	301,996,280





Accumulated undistributed net investment income included in net assets

At end of year	$	913,668		$	1,704,007

See Notes to Financial Statements.

Eaton Vance

Multi-Strategy Absolute Return Fund

October 31, 2011

Financial Highlights


	Class A

	Year Ended October 31,

	2011			2010			2009			2008			2007

Net asset value — Beginning of year	$	9.200		$	8.890		$	7.600		$	9.630		$	9.770





Income (Loss) From Operations

Net investment income⁽¹⁾	$	0.172		$	0.350		$	0.485		$	0.568		$	0.593
Net realized and unrealized gain (loss)		(0.023	)		0.362			1.328			(1.977	)		(0.095	)


Total income (loss) from operations	$	0.149		$	0.712		$	1.813		$	(1.409	)	$	0.498





Less Distributions

From net investment income	$	(0.189	)	$	(0.296	)	$	(0.523	)	$	(0.588	)	$	(0.638	)
Tax return of capital		—			(0.106	)		—			(0.033	)		—


Total distributions	$	(0.189	)	$	(0.402	)	$	(0.523	)	$	(0.621	)	$	(0.638	)



Net asset value — End of year	$	9.160		$	9.200		$	8.890		$	7.600		$	9.630



Total Return⁽²⁾		1.62	%		8.18	%		24.98	%		(15.48	)%		5.22	%





Ratios/Supplemental Data

Net assets, end of year (000’s omitted)	$	413,764		$	146,073		$	139,217		$	128,030		$	200,163
Ratios (as a percentage of average daily net assets):
Expenses⁽³⁾⁽⁴⁾		1.22	%		1.10	%		1.17	%		1.14	%		1.10	%
Net investment income		1.86	%		3.85	%		6.12	%		6.22	%		6.08	%
Portfolio Turnover of the Fund⁽⁵⁾		26	%		60	%		61	%		19	%		12	%
Portfolio Turnover of Boston Income Portfolio		70	%		75	%		74	%		54	%		84	%
Portfolio Turnover of Floating Rate Portfolio		56	%		39	%		35	%		7	%		61	%
Portfolio Turnover of Global Macro Absolute Return Advantage Portfolio		50	%		N.A.			N.A.			N.A.			N.A.
Portfolio Turnover of Global Macro Portfolio		33	%		19	%		25	%		N.A.			N.A.
Portfolio Turnover of Government Obligations Portfolio		19	%		22	%		28	%		19	%		23	%
Portfolio Turnover of Large-Cap Core Research Portfolio		64	%		51	%		N.A.			N.A.			N.A.
Portfolio Turnover of MSAR Completion Portfolio		32	%		2	%⁽⁶⁾		N.A.			N.A.			N.A.
Portfolio Turnover of Multi-Sector Portfolio		N.A.			N.A.			31	%⁽⁷⁾		N.A.			N.A.
Portfolio Turnover of Short-Term U.S. Government Portfolio		6	%		26	%		N.A.			N.A.			N.A.


⁽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⁾		Excludes the effect of custody fee credits, if any, of less than 0.005%.
⁽⁵⁾		Percentage includes both the Fund’s contributions to and withdrawals from the Portfolios and purchases and sales of securities held directly by the Fund, if any.
⁽⁶⁾		For the period from the Portfolio’s start of business, August 24, 2010, to October 31, 2010.
⁽⁷⁾		For the period from the Portfolio’s start of business, July 16, 2009, to October 31, 2009.

See Notes to Financial Statements.

Eaton Vance

Multi-Strategy Absolute Return Fund

October 31, 2011

Financial Highlights — continued


	Class B

	Year Ended October 31,

	2011			2010			2009			2008			2007

Net asset value — Beginning of year	$	9.200		$	8.890		$	7.590		$	9.620		$	9.760





Income (Loss) From Operations

Net investment income⁽¹⁾	$	0.115		$	0.283		$	0.426		$	0.500		$	0.520
Net realized and unrealized gain (loss)		(0.045	)		0.361			1.337			(1.977	)		(0.095	)


Total income (loss) from operations	$	0.070		$	0.644		$	1.763		$	(1.477	)	$	0.425





Less Distributions

From net investment income	$	(0.120	)	$	(0.246	)	$	(0.463	)	$	(0.524	)	$	(0.565	)
Tax return of capital		—			(0.088	)		—			(0.029	)		—


Total distributions	$	(0.120	)	$	(0.334	)	$	(0.463	)	$	(0.553	)	$	(0.565	)



Net asset value — End of year	$	9.150		$	9.200		$	8.890		$	7.590		$	9.620



Total Return⁽²⁾		0.75	%		7.37	%		24.22	%		(16.13	)%		4.44	%





Ratios/Supplemental Data

Net assets, end of year (000’s omitted)	$	22,469		$	28,217		$	31,637		$	28,616		$	38,986
Ratios (as a percentage of average daily net assets):
Expenses⁽³⁾⁽⁴⁾		1.96	%		1.85	%		1.93	%		1.88	%		1.85	%
Net investment income		1.25	%		3.12	%		5.38	%		5.48	%		5.35	%
Portfolio Turnover of the Fund⁽⁵⁾		26	%		60	%		61	%		19	%		12	%
Portfolio Turnover of Boston Income Portfolio		70	%		75	%		74	%		54	%		84	%
Portfolio Turnover of Floating Rate Portfolio		56	%		39	%		35	%		7	%		61	%
Portfolio Turnover of Global Macro Absolute Return Advantage Portfolio		50	%		N.A.			N.A.			N.A.			N.A.
Portfolio Turnover of Global Macro Portfolio		33	%		19	%		25	%		N.A.			N.A.
Portfolio Turnover of Government Obligations Portfolio		19	%		22	%		28	%		19	%		23	%
Portfolio Turnover of Large-Cap Core Research Portfolio		64	%		51	%		N.A.			N.A.			N.A.
Portfolio Turnover of MSAR Completion Portfolio		32	%		2	%⁽⁶⁾		N.A.			N.A.			N.A.
Portfolio Turnover of Multi-Sector Portfolio		N.A.			N.A.			31	%⁽⁷⁾		N.A.			N.A.
Portfolio Turnover of Short-Term U.S. Government Portfolio		6	%		26	%		N.A.			N.A.			N.A.


⁽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⁾		Excludes the effect of custody fee credits, if any, of less than 0.005%.
⁽⁵⁾		Percentage includes both the Fund’s contributions to and withdrawals from the Portfolios and purchases and sales of securities held directly by the Fund, if any.
⁽⁶⁾		For the period from the Portfolio’s start of business, August 24, 2010, to October 31, 2010.
⁽⁷⁾		For the period from the Portfolio’s start of business, July 16, 2009, to October 31, 2009.

See Notes to Financial Statements.

Eaton Vance

Multi-Strategy Absolute Return Fund

October 31, 2011

Financial Highlights — continued


	Class C

	Year Ended October 31,

	2011			2010			2009			2008			2007

Net asset value — Beginning of year	$	9.200		$	8.890		$	7.590		$	9.620		$	9.770





Income (Loss) From Operations

Net investment income⁽¹⁾	$	0.111		$	0.282		$	0.426		$	0.500		$	0.520
Net realized and unrealized gain (loss)		(0.041	)		0.362			1.337			(1.978	)		(0.105	)


Total income (loss) from operations	$	0.070		$	0.644		$	1.763		$	(1.478	)	$	0.415





Less Distributions

From net investment income	$	(0.120	)	$	(0.246	)	$	(0.463	)	$	(0.523	)	$	(0.565	)
Tax return of capital		—			(0.088	)		—			(0.029	)		—


Total distributions	$	(0.120	)	$	(0.334	)	$	(0.463	)	$	(0.552	)	$	(0.565	)



Net asset value — End of year	$	9.150		$	9.200		$	8.890		$	7.590		$	9.620



Total Return⁽²⁾		0.75	%		7.37	%		24.21	%		(16.13	)%		4.33	%





Ratios/Supplemental Data

Net assets, end of year (000’s omitted)	$	143,809		$	123,689		$	133,596		$	120,654		$	182,197
Ratios (as a percentage of average daily net assets):
Expenses⁽³⁾⁽⁴⁾		1.96	%		1.85	%		1.93	%		1.88	%		1.85	%
Net investment income		1.20	%		3.12	%		5.37	%		5.48	%		5.34	%
Portfolio Turnover of the Fund⁽⁵⁾		26	%		60	%		61	%		19	%		12	%
Portfolio Turnover of Boston Income Portfolio		70	%		75	%		74	%		54	%		84	%
Portfolio Turnover of Floating Rate Portfolio		56	%		39	%		35	%		7	%		61	%
Portfolio Turnover of Global Macro Absolute Return Advantage Portfolio		50	%		N.A.			N.A.			N.A.			N.A.
Portfolio Turnover of Global Macro Portfolio		33	%		19	%		25	%		N.A.			N.A.
Portfolio Turnover of Government Obligations Portfolio		19	%		22	%		28	%		19	%		23	%
Portfolio Turnover of Large-Cap Core Research Portfolio		64	%		51	%		N.A.			N.A.			N.A.
Portfolio Turnover of MSAR Completion Portfolio		32	%		2	%⁽⁶⁾		N.A.			N.A.			N.A.
Portfolio Turnover of Multi-Sector Portfolio		N.A.			N.A.			31	%⁽⁷⁾		N.A.			N.A.
Portfolio Turnover of Short-Term U.S. Government Portfolio		6	%		26	%		N.A.			N.A.			N.A.


⁽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⁾		Excludes the effect of custody fee credits, if any, of less than 0.005%.
⁽⁵⁾		Percentage includes both the Fund’s contributions to and withdrawals from the Portfolios and purchases and sales of securities held directly by the Fund, if any.
⁽⁶⁾		For the period from the Portfolio’s start of business, August 24, 2010, to October 31, 2010.
⁽⁷⁾		For the period from the Portfolio’s start of business, July 16, 2009, to October 31, 2009.

See Notes to Financial Statements.

Eaton Vance

Multi-Strategy Absolute Return Fund

October 31, 2011

Financial Highlights — continued


	Class I

	Year Ended October 31,
							Period Ended
	2011			2010			October 31, 2009⁽¹⁾

Net asset value — Beginning of period	$	9.200		$	8.890		$	8.830





Income (Loss) From Operations

Net investment income⁽²⁾	$	0.185		$	0.353		$	0.027
Net realized and unrealized gain (loss)		(0.023	)		0.381			0.071


Total income from operations	$	0.162		$	0.734		$	0.098





Less Distributions

From net investment income	$	(0.212	)	$	(0.313	)	$	(0.038	)
Tax return of capital		—			(0.111	)		—


Total distributions	$	(0.212	)	$	(0.424	)	$	(0.038	)



Net asset value — End of period	$	9.150		$	9.200		$	8.890



Total Return⁽³⁾		1.76	%		8.45	%		1.12	%⁽⁴⁾





Ratios/Supplemental Data

Net assets, end of period (000’s omitted)	$	188,165		$	4,018		$	1,253
Ratios (as a percentage of average daily net assets):
Expenses⁽⁵⁾⁽⁶⁾		0.98	%		0.85	%		0.99	%⁽⁷⁾
Net investment income		2.00	%		3.86	%		7.29	%⁽⁷⁾
Portfolio Turnover of the Fund⁽⁸⁾		26	%		60	%		61	%⁽⁹⁾
Portfolio Turnover of Boston Income Portfolio		70	%		75	%		74	%⁽¹⁰⁾
Portfolio Turnover of Floating Rate Portfolio		56	%		39	%		35	%⁽¹⁰⁾
Portfolio Turnover of Global Macro Absolute Return Advantage Portfolio		50	%		N.A.			N.A.
Portfolio Turnover of Global Macro Portfolio		33	%		19	%		25	%⁽¹⁰⁾
Portfolio Turnover of Government Obligations Portfolio		19	%		22	%		28	%⁽¹⁰⁾
Portfolio Turnover of Large-Cap Core Research Portfolio		64	%		51	%		N.A.
Portfolio Turnover of MSAR Completion Portfolio		32	%		2	%⁽¹¹⁾		N.A.
Portfolio Turnover of Multi-Sector Portfolio		N.A.			N.A.			31	%⁽¹²⁾
Portfolio Turnover of Short-Term U.S. Government Portfolio		6	%		26	%		N.A.


⁽¹⁾		For the period from commencement of operations on October 1, 2009 to October 31, 2009.
⁽²⁾		Computed using average shares outstanding.
⁽³⁾		Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested.
⁽⁴⁾		Not annualized.
⁽⁵⁾		Includes the Fund’s share of the Portfolios’ allocated expenses.
⁽⁶⁾		Excludes the effect of custody fee credits, if any, of less than 0.005%.
⁽⁷⁾		Annualized.
⁽⁸⁾		Percentage includes both the Fund’s contributions to and withdrawals from the Portfolios and purchases and sales of securities held directly by the Fund, if any.
⁽⁹⁾		For the Fund’s year ended October 31, 2009.
⁽¹⁰⁾		For the Portfolio’s year ended October 31, 2009.
⁽¹¹⁾		For the period from the Portfolio’s start of business, August 24, 2010, to October 31, 2010.
⁽¹²⁾		For the period from the Portfolio’s start of business, July 16, 2009, to October 31, 2009.

See Notes to Financial Statements.

Eaton Vance

Multi-Strategy Absolute Return Fund

October 31, 2011

Notes to Financial Statements

1 Significant Accounting Policies

Eaton Vance Multi-Strategy Absolute Return 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. Beginning January 1, 2012, Class B shares are only available for purchase upon exchange from another Eaton Vance fund or through reinvestment of distributions. Each class represents a pro-rata interest in the Fund, but votes separately on class-specific matters and (as noted below) is subject to different expenses. Realized and unrealized gains and losses are allocated daily to each class of shares based on the relative net assets of each class to the total net assets of the Fund. Net investment income, other than class-specific expenses, is allocated daily to each class of shares based upon the ratio of the value of each class’s paid shares to the total value of all paid shares. Each class of shares differs in its distribution plan and certain other class-specific expenses. The Fund’s investment objective is to seek total return. Total return is defined as income plus capital appreciation. The Fund currently pursues its objective by investing all of its investable assets in interests in the following eight portfolios managed by Eaton Vance Management (EVM) or its affiliates: Boston Income Portfolio, Floating Rate Portfolio, Global Macro Absolute Return Advantage Portfolio, Global Macro Portfolio, Government Obligations Portfolio, Large-Cap Core Research Portfolio, MSAR Completion Portfolio (formerly, Multi-Sector Option Strategy Portfolio) and Short-Term U.S. Government Portfolio (formerly, Investment 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 Boston Income Portfolio, Floating Rate Portfolio, Global Macro Absolute Return Advantage Portfolio, Global Macro Portfolio, Government Obligations Portfolio, Large-Cap Core Research Portfolio, MSAR Completion Portfolio and Short-Term U.S. Government Portfolio (less than 0.01%, 1.4%, 9.1%, 1.2%, 1.0%, 7.0%, 98.7% and 6.6%, respectively, at October 31, 2011). 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 policies common to the Portfolios are as follows:

Debt obligations (including short-term obligations with a remaining maturity of more than sixty days and excluding most seasoned, fixed-rate 30-year mortgage-backed securities as noted below) 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 obligations 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. 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 Portfolios’ 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. Precious metals are valued at the New York composite mean quotation reported by Bloomberg at the valuation time. Exchange-traded options (other than FLexible 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) and FLexible EXchange traded options traded at the Chicago Board Options Exchange 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 and commodities futures contracts are valued at the settlement price established by the board of trade or exchange on which they are traded. Forward foreign currency exchange contracts are generally valued at the mean of the average bid and average asked prices that are reported by currency dealers to a third party pricing service at the valuation time. Such third party pricing service valuations are supplied for specific settlement periods and the Portfolios’ forward foreign currency exchange contracts are valued at an interpolated rate between the closest preceding and subsequent settlement period reported by the third party pricing service. Forward commodity contracts are generally valued based on the price of the underlying futures or forward contract provided by the exchange on which the underlying instruments are traded or if unavailable, based on forward rates provided by broker/dealers. Interest rate swaps, cross-currency swaps and options on interest rate swaps (“swaptions”) are normally valued

Eaton Vance

Multi-Strategy Absolute Return Fund

October 31, 2011

Notes to Financial Statements — continued

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 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 Portfolios in a manner that fairly reflects the security’s value, or the amount that the Portfolios might reasonably expect to receive for the security upon its current sale in the ordinary course. Each such determination is based on a consideration of relevant factors, which are likely to vary from one pricing context to another. These factors may include, but are not limited to, the type of security, the existence of any contractual restrictions on the security’s disposition, the price and extent of public trading in similar securities of the issuer or of comparable companies or entities, quotations or relevant information obtained from broker/dealers or other market participants, information obtained from the issuer, analysts, and/or the appropriate stock exchange (for exchange-traded securities), an analysis of the company’s or entity’s financial condition, and an evaluation of the forces that influence the issuer and the market(s) in which the security is purchased and sold.

Additional valuation policies for Global Macro Absolute Return Advantage Portfolio, Global Maro Portfolio, Government Obligations Portfolio and Short-Term U.S. Government Portfolio are as follows: Most seasoned, fixed-rate 30-year mortgage-backed securities are valued through the use of the investment adviser’s matrix pricing system, which takes into account bond prices, yield differentials, anticipated prepayments and interest rates provided by dealers.

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

The Portfolios may invest in Eaton Vance Cash Reserves Fund, LLC (Cash Reserves Fund), an affiliated investment company managed by 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.

At October 31, 2011, the Fund, for federal income tax purposes, had a capital loss carryforward of $31,333,573 which will reduce its taxable income arising from future net realized gains on investment transactions, if any, to the extent permitted by the Internal Revenue Code, and thus will reduce the amount of distributions to shareholders, which would otherwise be necessary to relieve the Fund of any liability for federal income or excise tax. Such capital loss carryforward will expire on October 31, 2013 ($1,061,919), October 31, 2014 ($1,054,697), October 31, 2015 ($1,377,385), October 31, 2016 ($15,304,398), October 31, 2017 ($9,064,240) and October 31, 2018 ($3,470,934). In addition, such capital loss carryforward cannot be utilized prior to the utilization of new capital losses, if any, created after October 31, 2011.

Eaton Vance

Multi-Strategy Absolute Return Fund

October 31, 2011

Notes to Financial Statements — continued

During the year ended October 31, 2011, a capital loss carryforward of $89,516 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 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, 2011 and October 31, 2010 was as follows:


	Year Ended October 31,

	2011		2010


Distributions declared from:
Ordinary income	$	9,640,534	$	8,920,142
Tax return of capital	$	—	$	3,182,350

During the year ended October 31, 2011, accumulated undistributed net investment income was decreased by $380,181, accumulated net realized loss was decreased by $805,762 and paid-in capital was decreased by $425,581 due to differences between book and tax accounting, primarily for foreign currency gain (loss), premium amortization, a Portfolio’s investment in a subsidiary, swap contracts, paydown 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.

Eaton Vance

Multi-Strategy Absolute Return Fund

October 31, 2011

Notes to Financial Statements — continued

As of October 31, 2011, the components of distributable earnings (accumulated losses) and unrealized appreciation (depreciation) on a tax basis were as follows:





Undistributed ordinary income	$	2,402,353
Capital loss carryforward	$	(31,333,573	)
Net unrealized depreciation	$	(7,676,435	)
Other temporary differences	$	(148,557	)

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, tax accounting for straddle transactions, partnership allocations, defaulted bond interest, futures contracts, written options contracts, foreign currency transactions, premium amortization, swap contracts, investments in partnerships, 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. EVM does not receive a fee for serving as the Fund’s investment adviser and administrator. The Portfolios have engaged Boston Management and Research (BMR), a subsidiary of EVM, to render investment advisory services. For the year ended October 31, 2011, the Fund’s allocated portion of the investment adviser fees paid by the Portfolios was 0.69% of the Fund’s average daily net assets and amounted to $3,768,928.

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, 2011, EVM earned $14,103 in sub-transfer agent fees. The Fund was informed that EVD, an affiliate of EVM, received $75,999 as its portion of the sales charge on sales of Class A shares for the year ended October 31, 2011. EVD also received distribution and service fees from Class A, Class B and Class C shares (see Note 4) and contingent deferred sales charges (see Note 5).

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

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. Pursuant to the Class B and Class C Plans, the Fund pays 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, 2011, the Fund paid or accrued to EVD $193,535 and $1,006,977 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, 2011, the amounts of Uncovered Distribution Charges of EVD calculated under the Class B and Class C Plans were approximately $1,130,000 and $14,909,000, respectively.

Pursuant to the Class B and Class C Plans, the Fund also makes 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 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, 2011 amounted to $64,512 and $335,659 for Class B and Class C shares, respectively.

Eaton Vance

Multi-Strategy Absolute Return Fund

October 31, 2011

Notes to Financial Statements — continued

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, 2011, the Fund was informed that EVD received approximately $14,000, $56,000 and $19,000 of CDSCs paid by Class A, Class B and Class C shareholders, respectively.

6 Investment Transactions

For the year ended October 31, 2011, increases and decreases in the Fund’s investments in the Portfolios were as follows:


Portfolio	Contributions		Withdrawals


Boston Income Portfolio	$	5,780,833	$	21,884,347
Floating Rate Portfolio		72,945,299		25,115,657
Global Macro Absolute Return Advantage Portfolio		101,126,762		4,090,222
Global Macro Portfolio		51,982,583		31,678,885
Government Obligations Portfolio		6,303,525		428,284
Large-Cap Core Research Portfolio		7,101,301		—
MSAR Completion Portfolio		337,005,789		56,405,428
Short-Term U.S. Government Portfolio		15,548,696		1,056,434

7 Shares of Beneficial Interest


	Year Ended October 31,

Class A	2011			2010


Sales		41,159,963			4,566,473
Issued to shareholders electing to receive payments of distributions in Fund shares		535,404			538,693
Redemptions		(12,509,560	)		(5,014,911	)
Exchange from Class B shares		130,037			122,035



Net increase		29,315,844			212,290





	Year Ended October 31,

Class B	2011			2010


Sales		289,391			207,899
Issued to shareholders electing to receive payments of distributions in Fund shares		27,223			89,124
Redemptions		(798,568	)		(667,791	)
Exchange to Class A shares		(130,084	)		(122,046	)



Net decrease		(612,038	)		(492,814	)

Eaton Vance

Multi-Strategy Absolute Return Fund

October 31, 2011

Notes to Financial Statements — continued


	Year Ended October 31,

Class C	2011			2010


Sales		6,372,782			1,048,271
Issued to shareholders electing to receive payments of distributions in Fund shares		148,719			418,435
Redemptions		(4,253,172	)		(3,054,383	)



Net increase (decrease)		2,268,329			(1,587,677	)





	Year Ended October 31,

Class I	2011			2010


Sales		27,890,271			492,785
Issued to shareholders electing to receive payments of distributions in Fund shares		133,437			4,294
Redemptions		(7,906,247	)		(201,391	)



Net increase		20,117,461			295,688

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)

In cases where the inputs used to measure fair value fall in different levels of the fair value hierarchy, the level disclosed is determined based on the lowest level input that is significant to the fair value measurement in its entirety. 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, 2011 and October 31, 2010, the Fund’s investments in the Portfolios were valued based on Level 1 inputs.

Eaton Vance

Multi-Strategy Absolute Return Fund

October 31, 2011

Report of Independent Registered Public Accounting Firm

To the Trustees of Eaton Vance Mutual Funds Trust and Shareholders of Eaton Vance Multi-Strategy Absolute Return Fund:

We have audited the accompanying statement of assets and liabilities of Eaton Vance Multi-Strategy Absolute Return Fund (the “Fund”) (one of the funds constituting Eaton Vance Mutual Funds Trust), including the portfolio of investments, as of October 31, 2011, 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, such financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Eaton Vance Multi-Strategy Absolute Return Fund as of October 31, 2011, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 23, 2011

Eaton Vance

Multi-Strategy Absolute Return Fund

October 31, 2011

Federal Tax Information (Unaudited)

Eaton Vance

Multi-Strategy Absolute Return Fund

October 31, 2011

Management and Organization


	Position(s)
	with the		Principal Occupation(s) and Directorships
Name and Year of Birth	Trust	Length of Service	During Past Five Years and Other Relevant Experience



Interested Trustee

Thomas E. Faust Jr. 1958	Trustee	Since 2007	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 179 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. Directorships in the Last Five Years.⁽¹⁾ Director of EVC.

Noninterested Trustees

Scott E. Eston 1956	Trustee	Since 2011	Private investor. Formerly held various positions at Grantham, Mayo, Van Otterloo and Co., L.L.C. (investment management firm) (1997-2009), including Chief Operating Officer (2002-2009), Chief Financial Officer (1997-2009) and Chairman of the Executive Committee (2002-2008); President and Principal Executive Officer, GMO Trust (open-end registered investment company) (2006-2009). Former Partner, Coopers and Lybrand L.L.P. (now PricewaterhouseCoopers) (public accounting firm) (1987-1997). Directorships in the Last Five Years. None.

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. Directorships in the Last Five Years.⁽¹⁾ None.

Allen R. Freedman 1940	Trustee	Since 2007	Private Investor. 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). Former Chairman and a Director of Indus International, Inc. (provider of enterprise management software to the power generating industry) (2005-2007). Former Chief Executive Officer of Assurant, Inc. (insurance provider) (1979-2000). Directorships in the Last Five Years.⁽¹⁾ Director of Stonemor Partners, L.P. (owner and operator of cemeteries). Formerly, Director of Assurant, Inc. (insurance provider) (1979-2011).

William H. Park 1947	Trustee	Since 2003	Consultant and private investor. Formerly, Chief Financial Officer, Aveon Group L.P. (investment management firm) (2010-2011). 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 (investment management firm) (1982-2001). Formerly, Senior Manager, Price Waterhouse (now PricewaterhouseCoopers) (an independent registered public accounting firm) (1972-1981). Directorships in the Last Five Years.⁽¹⁾ 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). Directorships in the Last Five Years.⁽¹⁾ None.

Eaton Vance

Multi-Strategy Absolute Return Fund

October 31, 2011

Management and Organization — continued


	Position(s)
	with the		Principal Occupation(s) and Directorships
Name and Year of Birth	Trust	Length of Service	During Past Five Years and Other Relevant Experience


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). Directorships in the Last Five Years.⁽¹⁾ Formerly, Director of BJ’s Wholesale Club, Inc. (wholesale club retailer) (2004-2011). 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. Directorships in the Last Five Years.⁽¹⁾ None.

Harriett Tee Taggart 1948	Trustee	Since 2011	Managing Director, Taggart Associates (a professional practice firm). Formerly, Partner and Senior Vice President, Wellington Management Company, LLP (investment management firm) (1983-2006). Directorships in the Last Five Years. Director of Albemarle Corporation (chemicals manufacturer) (since 2007) and The Hanover Group (specialty property and casualty insurance company) (since 2009). Formerly, Director of Lubrizol Corporation (specialty chemicals) (2007-2011).

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). Directorships in the Last Five Years.⁽¹⁾ None.

Principal Officers who are not Trustees
	Position(s)
	with the	Length of	Principal Occupation(s)
Name and Year of Birth	Trust	Service	During Past Five Years



Duncan W. Richardson 1957	President	Since 2011⁽²⁾	Director of EVC and Executive Vice President and Chief Equity Investment Officer of EVC, EVM and BMR.

Payson F. Swaffield 1956	Vice President	Since 2011	Chief Income Investment Officer of EVC. Vice President of EVM and BMR.

Barbara E. Campbell 1957	Treasurer	Since 2005	Vice President of EVM and BMR.

Maureen A. Gemma 1960	Vice President, Secretary and Chief Legal Officer	Vice President since 2011, Secretary since 2007 and Chief Legal Officer since 2008	Vice President of EVM and BMR.

Paul M. O’Neil 1953	Chief Compliance Officer	Since 2004	Vice President of EVM and BMR.


⁽¹⁾		During their respective tenures, the Trustees (except Mr. Eston and Ms. Taggart) 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 Trust (launched in 1998 and terminated in 2009).
⁽²⁾		Prior to 2011, Mr. Richardson was Vice President of the Trust since 2001.

Eaton Vance

Multi-Strategy Absolute Return Fund

October 31, 2011

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.

This Page Intentionally Left Blank

Investment Adviser and 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 Investment Servicing (US) Inc.

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

Fund Offices
Two International Place

Boston, MA 02110


2320-12/11	DISRC


Eaton Vance Global Dividend Income Fund Annual Report October 31, 2011

Annual Report October 31, 2011

Eaton Vance
Global Dividend Income Fund


Table of Contents

Management’s Discussion of Fund Performance	2
Performance	3
Fund Profile	4
Endnotes and Additional Disclosures	5
Fund Expenses	6
Financial Statements	7
Report of Independent Registered Public Accounting Firm	18	and 32
Federal Tax Information	19
Management and Organization	33
Important Notices	36

Eaton Vance
Global Dividend Income Fund

October 31, 2011

Management’s Discussion of Fund Performance¹

Economic and Market Conditions

In a year characterized by extreme market volatility, a large number of headline events and widespread uncertainty about the worldwide economy, most global equity markets posted losses during the 12 months ending October 31, 2011.

Early in the period, global equity markets generated solid gains amid improved corporate profitability due to improvements in the U.S. economy and the continued expansion of the worldwide economy. However, global equity markets began to falter in late winter, generating flat-to-modest returns. That’s when data suggested that both the U.S. and global economies were beginning to retrench and global growth estimates for 2011 were revised downward.

In the summer and early fall, global equity markets generally suffered broad-based declines as the financial distress in the eurozone deepened and worldwide economic activity decelerated. European equities—led by major declines in bank stock prices—performed particularly poorly while emerging-market equities, which historically are sensitive to global economic growth slowdowns and investors’ aversion to risk, also posted steep losses.

In the final weeks of the period, many global equity markets produced significant gains. Investors were encouraged by Europe’s plan to combat Greece’s debt problems, expand a bailout fund and recapitalize the region’s banks. Additionally, economic data indicated that the U.S. economy wasn’t poised to move back into recession and that global growth could begin to accelerate.

For the 12-month period ending October 31, 2011, the MSCI World Index² returned 1.76%. Meanwhile, the MSCI Europe, Australasia, Far East (MSCI EAFE) Index declined -4.08%, the MSCI Emerging Markets Index returned -7.72%. By contrast, the S&P 500 Index advanced 8.09%.

Fund Performance

For the fiscal year ending October 31, 2011, Eaton Vance Global Dividend Income Fund’s Class A shares at net asset value (NAV) had a total return of 1.36%. By comparison, the Fund’s benchmark, the MSCI World Index (the Index), gained 1.76% during the period.

The Fund’s underperformance relative to the Index was due to underperformance in the materials and consumer discretionary sectors. In both sectors, stock selection was the key detractor. Holdings in the chemicals and metals & mining industries weighed on results in materials, while media and multi-line retail were the weakest areas in consumer discretionary.

In contrast, the Fund’s exposure in the common stock allocation to the financials, consumer staples, utilities, telecommunication services and energy sectors contributed positively to performance. Strong stock selection plus an underweighting in a poor-performing sector aided performance in financials, where the greatest contributions came from the commercial banks and diversified financial services industries. In both consumer staples and telecommunication services, the Fund benefited from stock selection. Tobacco industry holdings were the strongest performers in consumer staples. Stock picking also drove outperformance in utilities, where overweighted positions in electric utilities and multi-utilities were the key contributors. Outperformance in the energy sector was driven by stock selection across the sector.

See Endnotes and Additional Disclosures in this report.

Eaton Vance
Global Dividend Income Fund

October 31, 2011

Performance^2,3

Portfolio Managers Judith A. Saryan, CFA; Aamer Khan, CFA


									Since
% Average Annual Total Returns	Inception Date		1 Year			5 Years			Inception
Class A at NAV		11/30/2005		1.36	%		-2.92	%		0.48	%
Class A at 5.75% Maximum Sales Charge		—		-4.43			-4.06			-0.52
Class C at NAV		11/30/2005		0.47			-3.67			-0.33
Class C at 1% Maximum Sales Charge		—		-0.48			-3.67			-0.33
Class I at NAV		1/31/2006		1.66			-2.69			-0.30
Class R at NAV		1/31/2006		1.13			-3.15			-0.79
MSCI World Index		11/30/2005		1.76	%		-1.00	%		1.88	%
Russell 1000 Value Index		11/30/2005		6.16			-2.05			1.00

Total Annual Operating Expense Ratios⁴	Class A		Class C			Class I			Class R
		1.31%		2.06	%		1.06	%		1.56	%

Growth of $10,000

This graph shows the change in value of a hypothetical investment of $10,000 in Class A of the Fund for the period indicated. For comparison, the same investment is shown in the indicated index.


				With Maximum
	Period Beginning	At NAV		Sales Charge
Class C	11/30/05	$	9,809	N.A.

Class I	1/31/06	$	9,827	N.A.

Class R	1/31/06	$	9,555	N.A.

See Endnotes and Additional Disclosures in this report.

Eaton Vance
Global Dividend Income Fund

October 31, 2011

Fund Profile⁵

Common Stock Sector Allocation (% of total investments)


Country Allocation (% of total investments)
United States	55.1	%
United Kingdom	13.1
France	7.4
Germany	6.1
Switzerland	3.5
Ireland	3.2
Sweden	2.2
Italy	2.1
Taiwan	1.3
Bermuda	1.1
Australia	1.1
Netherlands	1.0
Israel	1.0
Belgium	1.0
Other (less than 1.0 each)	0.8

Top 10 Common Stock Holdings (% of total investments)
International Business Machines Corp.	3.3	%
Philip Morris International, Inc.	3.2
McDonald’s Corp.	3.2
British American Tobacco PLC	3.0
Vodafone Group PLC	2.8
Nestle SA	2.7
Total SA	2.3
Air Products and Chemicals, Inc.	2.3
Canadian National Railway Co.	2.2
Accenture PLC, Class A	2.2

Total	27.2	%

See Endnotes and Additional Disclosures in this report.

Eaton Vance
Global Dividend Income Fund

October 31, 2011

Endnotes and Additional Disclosures


¹	The views expressed in this report are those of portfolio manager(s) and are current only through the date stated at the top of this page. These views are subject to change at any time based upon market or other conditions, and Eaton Vance and the Fund(s) disclaim any responsibility to update such views. These views may not be relied upon as investment advice and, because investment decisions are based on many factors, may not be relied upon as an indication of trading intent on behalf of any Eaton Vance fund. This commentary may contain statements that are not historical facts, referred to as forward looking statements. The Fund’s actual future results may differ significantly from those stated in any forward looking statement, depending on factors such as changes in securities or financial markets or general economic conditions, the volume of sales and purchases of Fund shares, the continuation of investment advisory, administrative and service contracts, and other risks discussed from time to time in the Fund’s filings with the Securities and Exchange Commission.

²	MSCI World Index is an unmanaged index of equity securities in the developed markets. MSCI EAFE Index is an unmanaged index of equities in the developed markets, excluding the U.S. and Canada. MSCI Emerging Markets Index is an unmanaged index of emerging markets common stocks. MSCI indices are net of foreign withholding taxes. 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. S&P 500 Index is an unmanaged index of large-cap stocks commonly used as a measure of U.S. stock market performance. BofA Merrill Lynch Fixed Rate Preferred Securities Index is an unmanaged index of fixed-rate, preferred securities issued in the U.S. Russell 1000 Value Index is an unmanaged index of 1,000 U.S. large-cap value stocks. Unless otherwise stated, index returns do not reflect the effect of any applicable sales charges, commissions, expenses, taxes or leverage, as applicable. It is not possible to invest directly in an index.

³	Total Returns at NAV do not include applicable sales charges. If sales charges were deducted, the returns would be lower. Total Returns shown with maximum sales charge reflect the stated maximum sales charge. Unless otherwise stated, performance does not reflect the deduction of taxes on Fund distributions or redemptions of Fund shares.

⁴	Source: Fund prospectus.

⁵	Fund invests in an affiliated investment company (Portfolio) with the same objective(s) and policies as the Fund. References to investments are to the Portfolio’s holdings.

	Fund profile subject to change due to active management.

Eaton Vance

Global Dividend Income Fund

October 31, 2011

Fund Expenses


	Beginning		Ending		Expenses Paid		Annualized
	Account Value		Account Value		During Period*		Expense
	(5/1/11)		(10/31/11)		(5/1/11 – 10/31/11)		Ratio


Actual
Class A	$	1,000.00	$	897.30	$	6.17		1.29	%
Class C	$	1,000.00	$	893.20	$	9.73		2.04	%
Class I	$	1,000.00	$	898.50	$	4.93		1.03	%
Class R	$	1,000.00	$	896.20	$	7.36		1.54	%




Hypothetical
(5% return per year before expenses)
Class A	$	1,000.00	$	1,018.70	$	6.56		1.29	%
Class C	$	1,000.00	$	1,014.90	$	10.36		2.04	%
Class I	$	1,000.00	$	1,020.00	$	5.24		1.03	%
Class R	$	1,000.00	$	1,017.40	$	7.83		1.54	%

Eaton Vance

Global Dividend Income Fund

October 31, 2011

Statement of Assets and Liabilities


Assets	October 31, 2011

Investment in Global Dividend Income Portfolio, at value (identified cost, $365,890,996)	$	410,346,814
Receivable for Fund shares sold		1,714,800


Total assets	$	412,061,614





Liabilities

Payable for Fund shares redeemed	$	1,458,201
Payable to affiliates:
Administration fee		50,475
Distribution and service fees		165,291
Trustees’ fees		42
Accrued expenses		124,484


Total liabilities	$	1,798,493


Net Assets	$	410,263,121





Sources of Net Assets

Paid-in capital	$	574,018,742
Accumulated net realized loss from Portfolio		(208,211,439	)
Net unrealized appreciation from Portfolio		44,455,818


Total	$	410,263,121





Class A Shares

Net Assets	$	215,734,968
Shares Outstanding		31,247,849
Net Asset Value and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	6.90
Maximum Offering Price Per Share
(100 ¸ 94.25 of net asset value per share)	$	7.32





Class C Shares

Net Assets	$	147,082,811
Shares Outstanding		21,460,809
Net Asset Value and Offering Price Per Share*
(net assets ¸ shares of beneficial interest outstanding)	$	6.85





Class I Shares

Net Assets	$	46,855,912
Shares Outstanding		6,793,641
Net Asset Value, Offering Price and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	6.90





Class R Shares

Net Assets	$	589,430
Shares Outstanding		85,476
Net Asset Value, Offering Price and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	6.90

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.

See Notes to Financial Statements.

Eaton Vance

Global Dividend Income Fund

October 31, 2011

Statement of Operations


	Year Ended
Investment Income	October 31, 2011

Dividends allocated from Portfolio (net of foreign taxes, $3,520,829)	$	31,528,079
Interest allocated from Portfolio		184,726
Expenses allocated from Portfolio		(3,065,614	)


Total investment income from Portfolio	$	28,647,191





Expenses

Administration fee	$	645,039
Distribution and service fees
Class A		574,380
Class C		1,546,207
Class R		2,580
Trustees’ fees and expenses		500
Custodian fee		35,937
Transfer and dividend disbursing agent fees		422,409
Legal and accounting services		26,409
Printing and postage		73,740
Registration fees		82,142
Miscellaneous		15,115


Total expenses	$	3,424,458



Net investment income	$	25,222,733





Realized and Unrealized Gain (Loss) from Portfolio

Net realized gain (loss) —
Investment transactions	$	68,806
Foreign currency transactions		(215,991	)


Net realized loss	$	(147,185	)


Change in unrealized appreciation (depreciation) —
Investments	$	(21,055,363	)
Foreign currency		(101,941	)


Net change in unrealized appreciation (depreciation)	$	(21,157,304	)



Net realized and unrealized loss	$	(21,304,489	)



Net increase in net assets from operations	$	3,918,244

See Notes to Financial Statements.

Eaton Vance

Global Dividend Income Fund

October 31, 2011

Statements of Changes in Net Assets


	Year Ended October 31,

Increase (Decrease) in Net Assets	2011			2010

From operations —
Net investment income	$	25,222,733		$	26,613,743
Net realized loss from investment, foreign currency and forward foreign currency exchange contract transactions		(147,185	)		(27,203,341	)
Net change in unrealized appreciation (depreciation) from investments and foreign currency		(21,157,304	)		33,839,763


Net increase in net assets from operations	$	3,918,244		$	33,250,165


Distributions to shareholders —
From net investment income
Class A	$	(14,579,555	)	$	(15,690,857	)
Class C		(8,765,184	)		(8,740,609	)
Class I		(3,065,538	)		(1,671,447	)
Class R		(32,095	)		(26,012	)


Total distributions to shareholders	$	(26,442,372	)	$	(26,128,925	)


Transactions in shares of beneficial interest —
Proceeds from sale of shares
Class A	$	76,521,304		$	67,947,066
Class C		43,288,325			39,647,433
Class I		44,917,138			23,422,597
Class R		324,142			390,609
Net asset value of shares issued to shareholders in payment of distributions declared
Class A		12,041,277			12,134,155
Class C		5,688,100			5,019,688
Class I		2,288,131			1,100,656
Class R		28,753			23,852
Cost of shares redeemed
Class A		(93,384,415	)		(90,577,900	)
Class C		(43,063,350	)		(35,311,022	)
Class I		(30,004,574	)		(7,343,246	)
Class R		(203,971	)		(225,031	)


Net increase in net assets from Fund share transactions	$	18,440,860		$	16,228,857



Net increase (decrease) in net assets	$	(4,083,268	)	$	23,350,097





Net Assets

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


At end of year	$	410,263,121		$	414,346,389





Accumulated undistributed net investment income included in net assets

At end of year	$	—		$	1,614,632

See Notes to Financial Statements.

Eaton Vance

Global Dividend Income Fund

October 31, 2011

Financial Highlights


	Class A

	Year Ended October 31,

	2011			2010			2009			2008			2007

Net asset value — Beginning of year	$	7.270		$	7.120		$	7.720		$	12.640		$	11.410





Income (Loss) From Operations

Net investment income⁽¹⁾	$	0.448	⁽²⁾	$	0.487	⁽³⁾	$	0.508		$	0.923		$	0.729
Net realized and unrealized gain (loss)		(0.350	)		0.141			(0.523	)		(5.087	)		1.282


Total income (loss) from operations	$	0.098		$	0.628		$	(0.015	)	$	(4.164	)	$	2.011





Less Distributions

From net investment income	$	(0.468	)	$	(0.478	)	$	(0.585	)	$	(0.756	)	$	(0.781	)


Total distributions	$	(0.468	)	$	(0.478	)	$	(0.585	)	$	(0.756	)	$	(0.781	)



Net asset value — End of year	$	6.900		$	7.270		$	7.120		$	7.720		$	12.640



Total Return⁽⁴⁾		1.36	%		9.13	%		0.50	%		(34.35	)%		18.18	%





Ratios/Supplemental Data

Net assets, end of year (000’s omitted)	$	215,735		$	231,335		$	237,034		$	161,744		$	166,609
Ratios (as a percentage of average daily net assets):
Expenses⁽⁵⁾⁽⁶⁾		1.27	%		1.31	%		1.33	%		1.31	%		1.36	%
Net investment income		6.11	%⁽²⁾		6.79	%⁽³⁾		7.49	%		8.72	%		6.00	%
Portfolio Turnover of the Portfolio		124	%		156	%		177	%		256	%		87	%


⁽¹⁾		Computed using average shares outstanding.
⁽²⁾		Net investment income per share reflects special dividends allocated from the Portfolio which amounted to $0.091 per share. Excluding special dividends, the ratio of net investment income to average daily net assets would have been 4.87%.
⁽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⁾		Includes the Fund’s share of the Portfolio’s allocated expenses.
⁽⁶⁾		Excludes the effect of custody fee credits, if any, of less than 0.005%.

See Notes to Financial Statements.

Eaton Vance

Global Dividend Income Fund

October 31, 2011

Financial Highlights — continued


	Class C

	Year Ended October 31,

	2011			2010			2009			2008			2007

Net asset value — Beginning of year	$	7.220		$	7.080		$	7.680		$	12.580		$	11.360





Income (Loss) From Operations

Net investment income⁽¹⁾	$	0.391	⁽²⁾	$	0.432	⁽³⁾	$	0.446		$	0.837		$	0.644
Net realized and unrealized gain (loss)		(0.347	)		0.135			(0.509	)		(5.061	)		1.270


Total income (loss) from operations	$	0.044		$	0.567		$	(0.063	)	$	(4.224	)	$	1.914





Less Distributions

From net investment income	$	(0.414	)	$	(0.427	)	$	(0.537	)	$	(0.676	)	$	(0.694	)


Total distributions	$	(0.414	)	$	(0.427	)	$	(0.537	)	$	(0.676	)	$	(0.694	)



Net asset value — End of year	$	6.850		$	7.220		$	7.080		$	7.680		$	12.580



Total Return⁽⁴⁾		0.47	%		8.26	%		(0.21	)%		(34.86	)%		17.31	%





Ratios/Supplemental Data

Net assets, end of year (000’s omitted)	$	147,083		$	149,034		$	137,459		$	108,613		$	118,841
Ratios (as a percentage of average daily net assets):
Expenses⁽⁵⁾⁽⁶⁾		2.02	%		2.06	%		2.08	%		2.06	%		2.11	%
Net investment income		5.36	%⁽²⁾		6.07	%⁽³⁾		6.61	%		7.94	%		5.33	%
Portfolio Turnover of the Portfolio		124	%		156	%		177	%		256	%		87	%


⁽¹⁾		Computed using average shares outstanding.
⁽²⁾		Net investment income per share reflects special dividends allocated from the Portfolio which amounted to $0.090 per share. Excluding special dividends, the ratio of net investment income to average daily net assets would have been 4.13%.
⁽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⁾		Includes the Fund’s share of the Portfolio’s allocated expenses.
⁽⁶⁾		Excludes the effect of custody fee credits, if any, of less than 0.005%.

See Notes to Financial Statements.

Eaton Vance

Global Dividend Income Fund

October 31, 2011

Financial Highlights — continued


	Class I

	Year Ended October 31,

	2011			2010			2009			2008			2007

Net asset value — Beginning of year	$	7.260		$	7.120		$	7.710		$	12.640		$	11.410





Income (Loss) From Operations

Net investment income⁽¹⁾	$	0.467	⁽²⁾	$	0.509	⁽³⁾	$	0.527		$	0.977		$	0.831
Net realized and unrealized gain (loss)		(0.337	)		0.128			(0.513	)		(5.125	)		1.209


Total income (loss) from operations	$	0.130		$	0.637		$	0.014		$	(4.148	)	$	2.040





Less Distributions

From net investment income	$	(0.490	)	$	(0.497	)	$	(0.604	)	$	(0.782	)	$	(0.810	)


Total distributions	$	(0.490	)	$	(0.497	)	$	(0.604	)	$	(0.782	)	$	(0.810	)



Net asset value — End of year	$	6.900		$	7.260		$	7.120		$	7.710		$	12.640



Total Return⁽⁴⁾		1.66	%		9.27	%		0.91	%		(34.28	)%		18.45	%





Ratios/Supplemental Data

Net assets, end of year (000’s omitted)	$	46,856		$	33,513		$	16,221		$	2,155		$	2,317
Ratios (as a percentage of average daily net assets):
Expenses⁽⁵⁾⁽⁶⁾		1.02	%		1.06	%		1.08	%		1.06	%		1.11	%
Net investment income		6.38	%⁽²⁾		7.15	%⁽³⁾		7.59	%		9.20	%		6.87	%
Portfolio Turnover of the Portfolio		124	%		156	%		177	%		256	%		87	%


⁽¹⁾		Computed using average shares outstanding.
⁽²⁾		Net investment income per share reflects special dividends allocated from the Portfolio which amounted to $0.080 per share. Excluding special dividends, the ratio of net investment income to average daily net assets would have been 5.28%.
⁽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⁾		Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested.
⁽⁵⁾		Includes the Fund’s share of the Portfolio’s allocated expenses.
⁽⁶⁾		Excludes the effect of custody fee credits, if any, of less than 0.005%.

See Notes to Financial Statements.

Eaton Vance

Global Dividend Income Fund

October 31, 2011

Financial Highlights — continued


	Class R

	Year Ended October 31,

	2011			2010			2009			2008			2007

Net asset value — Beginning of year	$	7.260		$	7.120		$	7.720		$	12.660		$	11.400





Income (Loss) From Operations

Net investment income⁽¹⁾	$	0.427	⁽²⁾	$	0.494	⁽³⁾	$	0.528		$	0.847		$	0.788
Net realized and unrealized gain (loss)		(0.335	)		0.109			(0.557	)		(5.057	)		1.222


Total income (loss) from operations	$	0.092		$	0.603		$	(0.029	)	$	(4.210	)	$	2.010





Less Distributions

From net investment income	$	(0.452	)	$	(0.463	)	$	(0.571	)	$	(0.730	)	$	(0.750	)


Total distributions	$	(0.452	)	$	(0.463	)	$	(0.571	)	$	(0.730	)	$	(0.750	)



Net asset value — End of year	$	6.900		$	7.260		$	7.120		$	7.720		$	12.660



Total Return⁽⁴⁾		1.13	%		8.76	%		0.29	%		(34.63	)%		18.15	%





Ratios/Supplemental Data

Net assets, end of year (000’s omitted)	$	589		$	464		$	282		$	71		$	81
Ratios (as a percentage of average daily net assets):
Expenses⁽⁵⁾⁽⁶⁾		1.52	%		1.56	%		1.58	%		1.56	%		1.61	%
Net investment income		5.85	%⁽²⁾		6.95	%⁽³⁾		7.88	%		8.05	%		6.51	%
Portfolio Turnover of the Portfolio		124	%		156	%		177	%		256	%		87	%


⁽¹⁾		Computed using average shares outstanding.
⁽²⁾		Net investment income per share reflects special dividends allocated from the Portfolio which amounted to $0.088 per share. Excluding special dividends, the ratio of net investment income to average daily net assets would have been 4.64%.
⁽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⁾		Includes the Fund’s share of the Portfolio’s allocated expenses.
⁽⁶⁾		Excludes the effect of custody fee credits, if any, of less than 0.005%.

See Notes to Financial Statements.

Eaton Vance

Global Dividend Income Fund

October 31, 2011

Notes to Financial Statements

1 Significant Accounting Policies

Eaton Vance Global 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 (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, 2011). 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, 2011, the Fund, for federal income tax purposes, had a capital loss carryforward of $205,816,568 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), October 31, 2018 ($27,975,696) and October 31, 2019 ($3,900,828). In addition, such capital loss carryforward cannot be utilized prior to the utilization of new capital losses, if any, created after October 31, 2011.

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

Eaton Vance

Global Dividend Income Fund

October 31, 2011

Notes to Financial Statements — continued

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, 2011 and October 31, 2010 was as follows:


	Year Ended October 31,

	2011		2010


Distributions declared from:
Ordinary income	$	26,442,372	$	26,128,925

During the year ended October 31, 2011, accumulated net realized loss was decreased by $535,894, accumulated undistributed net investment income was decreased by $394,993 and paid-in capital was decreased by $140,901 due to differences between book and tax accounting, primarily for foreign currency gain (loss), return of capital distributions from securities 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, 2011, the components of distributable earnings (accumulated losses) and unrealized appreciation (depreciation) on a tax basis were as follows:





Capital loss carryforward	$	(205,816,568	)
Net unrealized appreciation	$	42,060,947

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, 2011, EVM earned $17,476 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 $243,756 as its portion of the sales charge on sales of Class A shares for the year ended October 31, 2011. 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

October 31, 2011

Notes to Financial Statements — continued

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. Pursuant to the Class C Plan, the Fund pays 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, 2011, the Fund paid or accrued to EVD $1,159,655 for Class C shares, representing 0.75% of the average daily net assets of Class C shares. At October 31, 2011, the amount of Uncovered Distribution Charges of EVD calculated under the Class C Plan was approximately $14,455,000.

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, 2011, the Fund paid or accrued to EVD $1,290 for Class R shares.

Pursuant to the Class C and Class R Plans, the Fund also makes 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 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, 2011 amounted to $386,552 and $1,290 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, 2011, the Fund was informed that EVD received approximately $12,000 and $21,000 of CDSCs paid by Class A and Class C shareholders, respectively.

6 Investment Transactions

For the year ended October 31, 2011, increases and decreases in the Fund’s investment in the Portfolio aggregated $35,804,799 and $47,600,305, respectively.

7 Shares of Beneficial Interest


	Year Ended October 31,

Class A	2011			2010


Sales		10,431,626			9,404,093
Issued to shareholders electing to receive payments of distributions in Fund shares		1,659,554			1,693,446
Redemptions		(12,682,399	)		(12,552,474	)



Net decrease		(591,219	)		(1,454,935	)

Eaton Vance

Global Dividend Income Fund

October 31, 2011

Notes to Financial Statements — continued


	Year Ended October 31,

Class C	2011			2010


Sales		5,937,372			5,515,061
Issued to shareholders electing to receive payments of distributions in Fund shares		791,365			705,891
Redemptions		(5,918,937	)		(4,993,265	)



Net increase		809,800			1,227,687





	Year Ended October 31,

Class I	2011			2010


Sales		6,018,771			3,232,790
Issued to shareholders electing to receive payments of distributions in Fund shares		316,085			154,809
Redemptions		(4,155,789	)		(1,051,842	)



Net increase		2,179,067			2,335,757





	Year Ended October 31,

Class R	2011			2010


Sales		44,877			51,915
Issued to shareholders electing to receive payments of distributions in Fund shares		3,976			3,356
Redemptions		(27,292	)		(31,004	)



Net increase		21,561			24,267

Eaton Vance

Global Dividend Income Fund

October 31, 2011

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:

We have audited the accompanying statement of assets and liabilities of Eaton Vance Global Dividend Income Fund (the “Fund”) (one of the funds constituting Eaton Vance Mutual Funds Trust) as of October 31, 2011, 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 Global Dividend Income Fund as of October 31, 2011, 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, 2011

Eaton Vance

Global Dividend Income Fund

October 31, 2011

Federal Tax Information (Unaudited)

Qualified Dividend Income. The Fund designates approximately $17,117,307, 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 2011 ordinary income dividends, 25.38% qualifies for the corporate dividends received deduction.

Global Dividend Income Portfolio

October 31, 2011

Portfolio of Investments


Common Stocks — 95.6%

Security	Shares		Value



Aerospace & Defense — 1.5%

United Technologies Corp.		77,000	$	6,004,460


			$	6,004,460




Beverages — 1.0%

Anheuser-Busch InBev NV		70,000	$	3,881,929


			$	3,881,929




Building Products — 1.0%

Compagnie de Saint-Gobain		92,000	$	4,252,009


			$	4,252,009




Chemicals — 5.3%

Air Products and Chemicals, Inc.		106,000	$	9,130,840
BASF SE		117,000		8,540,507
LyondellBasell Industries NV, Class A		125,000		4,107,500


			$	21,778,847




Commercial Banks — 6.2%

Australia and New Zealand Banking Group, Ltd.		105,000	$	2,372,623
HSBC Holdings PLC ADR		62,000		2,706,920
PNC Financial Services Group, Inc.		161,000		8,647,310
U.S. Bancorp		302,907		7,751,390
Wells Fargo & Co.		145,000		3,756,950


			$	25,235,193




Communications Equipment — 2.4%

HTC Corp.		224,250	$	5,039,694
Telefonaktiebolaget LM Ericsson, Class B		448,000		4,669,738


			$	9,709,432




Construction & Engineering — 1.0%

Vinci SA		87,000	$	4,266,334


			$	4,266,334




Diversified Financial Services — 0.4%

JPMorgan Chase & Co.		50,000	$	1,738,000


			$	1,738,000




Diversified Telecommunication Services — 2.2%

Tele2 AB, Class B		195,000	$	4,106,367
Telstra Corp., Ltd.		600,000		1,948,160
Verizon Communications, Inc.		81,109		2,999,411


			$	9,053,938




Electric Utilities — 3.7%

American Electric Power Co., Inc.		170,000	$	6,677,600
SSE PLC		400,000		8,642,466


			$	15,320,066




Energy Equipment & Services — 2.2%

Schlumberger, Ltd.		60,559	$	4,449,270
Seadrill, Ltd.		135,000		4,433,273


			$	8,882,543




Food & Staples Retailing — 1.1%

Wal-Mart Stores, Inc.		78,800	$	4,469,536


			$	4,469,536




Food Products — 2.6%

Nestle SA		187,587	$	10,849,593


			$	10,849,593




Gas Utilities — 0.9%

Snam Rete Gas SpA		750,000	$	3,666,125


			$	3,666,125




Health Care Equipment & Supplies — 1.0%

Covidien PLC		90,000	$	4,233,600


			$	4,233,600




Health Care Providers & Services — 2.0%

Fresenius Medical Care AG & Co. KGaA		110,000	$	8,013,024


			$	8,013,024




Hotels, Restaurants & Leisure — 4.1%

Carnival Corp.		117,000	$	4,119,570
McDonald’s Corp.		136,400		12,664,740


			$	16,784,310

See Notes to Financial Statements.

Global Dividend Income Portfolio

October 31, 2011

Portfolio of Investments — continued


Security	Shares		Value


Household Products — 1.5%

Henkel AG & Co. KGaA, PFC Shares		100,000	$	5,944,503


			$	5,944,503




Industrial Conglomerates — 0.3%

Orkla ASA		161,571	$	1,400,706


			$	1,400,706




Insurance — 4.9%

Aflac, Inc.		60,000	$	2,705,400
AXA SA		340,000		5,468,539
MetLife, Inc.		125,000		4,395,000
Prudential Financial, Inc.		140,000		7,588,000


			$	20,156,939




IT Services — 5.4%

Accenture PLC, Class A		144,000	$	8,677,440
International Business Machines Corp.		71,781		13,252,926


			$	21,930,366




Machinery — 1.0%

Deere & Co.		55,000	$	4,174,500


			$	4,174,500




Media — 0.9%

McGraw-Hill Cos., Inc. (The)		85,000	$	3,612,500


			$	3,612,500




Metals & Mining — 3.0%

BHP Billiton, Ltd. ADR		109,000	$	8,510,720
Freeport-McMoRan Copper & Gold, Inc.		95,000		3,824,700


			$	12,335,420




Multi-Utilities — 2.3%

CMS Energy Corp.		275,000	$	5,725,500
National Grid PLC		375,000		3,728,265


			$	9,453,765




Oil, Gas & Consumable Fuels — 9.5%

ConocoPhillips		120,000	$	8,358,000
ENI SpA		210,000		4,641,819
Exxon Mobil Corp.		53,529		4,180,080
Occidental Petroleum Corp.		43,160		4,011,291
Royal Dutch Shell PLC, Class A		241,000		8,537,354
Total SA		180,000		9,391,899


			$	39,120,443




Pharmaceuticals — 6.2%

Abbott Laboratories		78,000	$	4,201,860
Johnson & Johnson		116,785		7,519,786
Novartis AG		55,000		3,098,440
Sanofi SA		90,000		6,438,510
Teva Pharmaceutical Industries, Ltd. ADR		100,000		4,085,000


			$	25,343,596




Road & Rail — 3.9%

Canadian National Railway Co.		111,000	$	8,704,620
Union Pacific Corp.		75,000		7,467,750


			$	16,172,370




Software — 3.4%

Microsoft Corp.		220,000	$	5,858,600
Oracle Corp.		250,000		8,192,500


			$	14,051,100




Specialty Retail — 3.9%

Home Depot, Inc.		112,000	$	4,009,600
Industria de Diseno Textil SA		22,000		1,997,148
Kingfisher PLC		500,000		2,071,547
TJX Companies, Inc. (The)		135,000		7,955,550


			$	16,033,845




Textiles, Apparel & Luxury Goods — 0.5%

Adidas AG		30,000	$	2,112,802


			$	2,112,802




Tobacco — 6.1%

British American Tobacco PLC		263,000	$	12,058,632
Philip Morris International, Inc.		182,845		12,775,380


			$	24,834,012




Water Utilities — 1.5%

United Utilities Group PLC		650,000	$	6,336,350


			$	6,336,350

See Notes to Financial Statements.

Global Dividend Income Portfolio

October 31, 2011

Portfolio of Investments — continued


Security	Shares		Value


Wireless Telecommunication Services — 2.7%

Vodafone Group PLC		4,000,000	$	11,106,741


			$	11,106,741



Total Common Stocks
(identified cost $344,742,157)			$	392,258,897




Preferred Stocks — 1.1%

Security	Shares		Value



Commercial Banks — 0.6%

Bank of America Corp., 8.125%⁽¹⁾		350	$	339,215
Barclays Bank PLC, 7.434%⁽¹⁾⁽²⁾		100		96,808
BNP Paribas, 5.186%⁽¹⁾⁽²⁾		100		79,757
Credit Agricole SA/London, 6.637%⁽¹⁾⁽²⁾		115		82,034
Farm Credit Bank of Texas, Series I, 10.00%		225		255,094
JPMorgan Chase & Co., 7.90%⁽¹⁾		350		378,211
KeyCorp, Series A, 7.75%		3,000		315,000
Lloyds Banking Group PLC, 6.657%^(1)(2)(3)		195		124,800
Morgan Stanley Capital Trust III, 6.25%		6,000		131,340
Royal Bank of Scotland Group PLC, Series F, 7.65%		5,000		97,050
Wells Fargo & Co., Series L, 7.50%		305		322,126


			$	2,221,435




Consumer Finance — 0.1%

Ally Financial, Inc., Series A, 8.50%⁽¹⁾		15,000	$	291,922


			$	291,922




Diversified Financial Services — 0.0%⁽⁴⁾

Citigroup Capital XI, 6.00%,		4,110	$	92,722


			$	92,722




Insurance — 0.1%

Aegon NV, 6.375%		5,000	$	106,750
AXA SA, 6.379%⁽¹⁾⁽²⁾		68		50,450
AXA SA, 6.463%⁽¹⁾⁽²⁾		42		32,827
Endurance Specialty Holdings, Ltd., Series A, 7.75%		5,000		127,300
ING Capital Funding Trust III, 3.969%⁽¹⁾		110		93,965


			$	411,292




Real Estate Investment Trusts (REITs) — 0.3%

CapLease, Inc., Series A, 8.125%		13,000	$	316,290
DDR Corp., Series I, 7.50%		15,000		358,500
Regency Centers Corp., Series C, 7.45%		15,000		377,700
Vornado Realty Trust, Series J, 6.875%		7,500		194,700


			$	1,247,190



Total Preferred Stocks
(identified cost $4,264,224)			$	4,264,561




Corporate Bonds & Notes — 0.6%

	Principal
	Amount
Security	(000’s omitted)		Value



Commercial Banks — 0.2%

American Express Co., 6.80% to 9/1/16, 9/1/66⁽¹⁾⁽⁵⁾	$	350	$	347,813
Citigroup Capital XXI, 8.30% to 12/21/37, 12/21/57, 12/21/77⁽⁵⁾⁽⁶⁾		240		243,000
Fifth Third Capital Trust IV, 6.50% to 4/15/17, 4/15/37, 4/15/67⁽⁵⁾⁽⁶⁾		400		393,000


			$	983,813




Diversified Financial Services — 0.1%

General Electric Capital Corp., 6.375% to 11/15/17, 11/15/67⁽⁵⁾	$	330	$	328,416


			$	328,416




Electric Utilities — 0.2%

PPL Capital Funding, Inc., Series A, 6.70% to 3/30/17, 3/30/67⁽⁵⁾	$	650	$	627,947


			$	627,947




Insurance — 0.1%

MetLife, Inc., 10.75% to 8/1/34, 8/1/39, 8/1/69⁽⁵⁾⁽⁶⁾	$	250	$	330,830
XL Capital, Ltd., 6.50% to 4/15/17, 12/29/49⁽⁵⁾		170		144,500


			$	475,330




Pipelines — 0.0%⁽⁴⁾

Enterprise Products Operating, LLC, 7.00% to 6/1/17, 6/1/67⁽⁵⁾	$	110	$	106,787


			$	106,787



Total Corporate Bonds & Notes
(identified cost $2,383,133)			$	2,522,293

See Notes to Financial Statements.

Global Dividend Income Portfolio

October 31, 2011

Portfolio of Investments — continued


Short-Term Investments — 0.7%

	Interest
Description	(000’s omitted)		Value


Eaton Vance Cash Reserves Fund, LLC, 0.12%⁽⁷⁾	$	2,998	$	2,998,317



Total Short-Term Investments
(identified cost $2,998,317)			$	2,998,317



Total Investments — 98.0%
(identified cost $354,387,831)			$	402,044,068



Other Assets, Less Liabilities — 2.0%			$	8,302,833



Net Assets — 100.0%			$	410,346,901

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⁾		Variable rate security. The stated interest rate represents the rate in effect at October 31, 2011.

⁽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, 2011, the aggregate value of these securities is $466,676 or 0.1% of the Portfolio’s net assets.

⁽³⁾		Non-income producing security.

⁽⁴⁾		Amount is less than 0.05%.

⁽⁵⁾		Security converts to floating rate after the indicated fixed-rate coupon period.

⁽⁶⁾		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.

⁽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, 2011.


Country Concentration

	Percentage
Country	of Total Investments			Value


United States		54.4	%	$	218,685,564
United Kingdom		13.1			52,578,405
France		7.4			29,817,291
Germany		6.1			24,610,836
Switzerland		3.5			13,948,033
Ireland		3.2			12,911,040
Sweden		2.2			8,776,105
Italy		2.1			8,307,944
Taiwan		1.3			5,039,694
Bermuda		1.1			4,433,273
Australia		1.1			4,320,783
Netherlands		1.0			4,107,500
Israel		1.0			4,085,000
Belgium		1.0			3,881,929
Spain		0.5			1,997,148
Norway		0.3			1,400,706
Cayman Islands		0.0			144,500


Long-Term Investments		99.3	%	$	399,045,751


Short-Term Investments		0.7			2,998,317


Total Investments		100.0	%	$	402,044,068

See Notes to Financial Statements.

Global Dividend Income Portfolio

October 31, 2011

Statement of Assets and Liabilities


Assets	October 31, 2011

Unaffiliated investments, at value (identified cost, $351,389,514)	$	399,045,751
Affiliated investment, at value (identified cost, $2,998,317)		2,998,317
Foreign currency, at value (identified cost, $581,322)		562,531
Dividends and interest receivable		693,157
Interest receivable from affiliated investment		471
Receivable for investments sold		13,132,586
Tax reclaims receivable		2,323,526


Total assets	$	418,756,339





Liabilities

Payable for investments purchased	$	8,112,734
Payable to affiliates:
Investment adviser fee		218,896
Trustees’ fees		1,247
Accrued expenses		76,561


Total liabilities	$	8,409,438


Net Assets applicable to investors’ interest in Portfolio	$	410,346,901





Sources of Net Assets

Net proceeds from capital contributions and withdrawals	$	362,542,976
Net unrealized appreciation		47,803,925


Total	$	410,346,901

See Notes to Financial Statements.

Global Dividend Income Portfolio

October 31, 2011

Statement of Operations


	Year Ended
Investment Income	October 31, 2011

Dividends (net of foreign taxes, $3,595,424)	$	32,134,086
Interest		180,123
Interest allocated from affiliated investment		8,616
Expenses allocated from affiliated investment		(635	)


Total investment income	$	32,322,190





Expenses

Investment adviser fee	$	2,844,188
Trustees’ fees and expenses		15,054
Custodian fee		195,512
Legal and accounting services		40,061
Stock dividend tax		983
Miscellaneous		18,516


Total expenses	$	3,114,314


Deduct —
Reduction of custodian fee	$	28


Total expense reductions	$	28



Net expenses	$	3,114,286



Net investment income	$	29,207,904





Realized and Unrealized Gain (Loss)

Net realized gain (loss) —
Investment transactions	$	926,199
Investment transactions allocated from affiliated investment		310
Foreign currency transactions		(217,290	)


Net realized gain	$	709,219


Change in unrealized appreciation (depreciation) —
Investments	$	(21,329,998	)
Foreign currency		(104,057	)


Net change in unrealized appreciation (depreciation)	$	(21,434,055	)



Net realized and unrealized loss	$	(20,724,836	)



Net increase in net assets from operations	$	8,483,068

See Notes to Financial Statements.

Global Dividend Income Portfolio

October 31, 2011

Statements of Changes in Net Assets


	Year Ended October 31,

Increase (Decrease) in Net Assets	2011			2010

From operations —
Net investment income	$	29,207,904		$	31,411,971
Net realized gain (loss) from investments, foreign currency and forward foreign currency exchange contract transactions		709,219			(28,469,319	)
Net change in unrealized appreciation (depreciation) from investments and foreign currency		(21,434,055	)		35,346,787


Net increase in net assets from operations	$	8,483,068		$	38,289,439


Capital transactions —
Contributions	$	37,358,152		$	34,036,332
Withdrawals		(70,247,902	)		(45,771,871	)


Net decrease in net assets from capital transactions	$	(32,889,750	)	$	(11,735,539	)



Net increase (decrease) in net assets	$	(24,406,682	)	$	26,553,900





Net Assets

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


At end of year	$	410,346,901		$	434,753,583

See Notes to Financial Statements.

Global Dividend Income Portfolio

October 31, 2011

Supplementary Data


	Year Ended October 31,

Ratios/Supplemental Data	2011			2010			2009			2008			2007

Ratios (as a percentage of average daily net assets):
Expenses⁽¹⁾		0.71	%		0.74	%		0.73	%		0.75	%		0.76	%
Net investment income		6.68	%⁽²⁾		7.38	%⁽³⁾		8.04	%		9.27	%		6.77	%
Portfolio Turnover		124	%		156	%		177	%		256	%		87	%


Total Return		1.92	%		9.75	%		1.11	%		(33.97	)%		18.88	%


Net assets, end of year (000’s omitted)	$	410,347		$	434,754		$	408,200		$	289,803		$	316,239


⁽¹⁾		Excludes the effect of custody fee credits, if any, of less than 0.005%.
⁽²⁾		Includes special dividends equal to 1.23% of average daily net assets.
⁽³⁾		Includes special dividends equal to 0.84% of average daily net assets.

See Notes to Financial Statements.

Global Dividend Income Portfolio

October 31, 2011

Notes to Financial Statements

1 Significant Accounting Policies

Global 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, 2011, Eaton Vance Global Dividend Income Fund held a 99.9% interest in the Portfolio.

The following is a summary of significant accounting policies of the Portfolio. The policies are in conformity with accounting principles generally accepted in the United States of America.

A 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 obligations 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 Portfolio’s 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 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 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 — 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.

Global Dividend Income Portfolio

October 31, 2011

Notes to Financial Statements — continued

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, 2011, 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, 2011 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 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 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.

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.

2 Investment Adviser Fee and Other Transactions with Affiliates

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, 2011, 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 $533,706,867 and $535,574,658, respectively, for the year ended October 31, 2011.

Global Dividend Income Portfolio

October 31, 2011

Notes to Financial Statements — continued

4 Federal Income Tax Basis of Investments

The cost and unrealized appreciation (depreciation) of investments of the Portfolio at October 31, 2011, as determined on a federal income tax basis, were as follows:


Aggregate cost	$	356,172,359



Gross unrealized appreciation	$	57,631,630
Gross unrealized depreciation		(11,759,921	)



Net unrealized appreciation	$	45,871,709

The net unrealized appreciation on foreign currency transactions at October 31, 2011 on a federal income tax basis was $147,688.

5 Line of Credit

The Portfolio participates with other portfolios and funds managed by EVM and its affiliates in a $600 million ($450 million prior to September 12, 2011) 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 0.08% (0.10% prior to September 12, 2011) 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, 2011.

6 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.

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)

Global Dividend Income Portfolio

October 31, 2011

Notes to Financial Statements — continued

At October 31, 2011, the hierarchy of inputs used in valuing the Portfolio’s investments, which are carried at value, were as follows:


Asset Description	Level 1		Level 2			Level 3		Total


Common Stocks
Consumer Discretionary	$	32,361,960	$	6,181,497		$	—	$	38,543,457
Consumer Staples		17,244,916		32,734,658			—		49,979,574
Energy		20,998,641		27,004,345			—		48,002,986
Financials		39,288,970		7,841,162			—		47,130,132
Health Care		20,040,246		17,549,974			—		37,590,220
Industrials		26,351,330		9,919,049			—		36,270,379
Information Technology		35,981,466		9,709,432			—		45,690,898
Materials		25,573,760		8,540,507			—		34,114,267
Telecommunication Services		2,999,411		17,161,268			—		20,160,679
Utilities		12,403,100		22,373,205			—		34,776,305



Total Common Stocks	$	233,243,800	$	159,015,097	*	$	—	$	392,258,897



Preferred Stocks
Financials	$	2,439,478	$	1,825,083		$	—	$	4,264,561



Total Preferred Stocks	$	2,439,478	$	1,825,083		$	—	$	4,264,561



Corporate Bonds & Notes	$	—	$	2,522,293		$	—	$	2,522,293
Short-Term Investments		—		2,998,317			—		2,998,317



Total	$	235,683,278	$	166,360,790		$	—	$	402,044,068


*	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, 2010 whose fair value was determined using Level 3 inputs. At October 31, 2011, the value of investments transferred between Level 1 and Level 2, if any, during the year then ended was not significant.

Global Dividend Income Portfolio

October 31, 2011

Report of Independent Registered Public Accounting Firm

To the Trustees and Investors of Global Dividend Income Portfolio:

We have audited the accompanying statement of assets and liabilities of Global Dividend Income Portfolio (the “Portfolio”), including the portfolio of investments as of October 31, 2011, 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, 2011, 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, such 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, 2011, 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, 2011

Eaton Vance

Global Dividend Income Fund

October 31, 2011

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 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. Each Trustee oversees 179 portfolios in the Eaton Vance Complex (including all master and feeder funds in a master feeder structure). Each officer serves as an officer of certain other Eaton Vance funds. Each Trustee and officer serves until his or her successor is elected.


	Position(s)
	with the
	Trust and		Principal Occupation(s) and Directorships
Name and Year of Birth	the Portfolio	Length of Service	During Past Five Years and Other Relevant Experience



Interested Trustee

Thomas E. Faust Jr. 1958	Trustee	Since 2007	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 179 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 and Portfolio. Directorships in the Last Five Years.⁽¹⁾ Director of EVC.

Noninterested Trustees

Scott E. Eston 1956	Trustee	Since 2011	Private investor. Formerly held various positions at Grantham, Mayo, Van Otterloo and Co., L.L.C. (investment management firm) (1997-2009), including Chief Operating Officer (2002-2009), Chief Financial Officer (1997-2009) and Chairman of the Executive Committee (2002-2008); President and Principal Executive Officer, GMO Trust (open-end registered investment company) (2006-2009). Former Partner, Coopers and Lybrand L.L.P. (now PricewaterhouseCoopers) (public accounting firm) (1987-1997). Directorships in the Last Five Years. None.

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. Directorships in the Last Five Years.⁽¹⁾ None.

Allen R. Freedman 1940	Trustee	Since 2007	Private Investor. 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). Former Chairman and a Director of Indus International, Inc. (provider of enterprise management software to the power generating industry) (2005-2007). Former Chief Executive Officer of Assurant, Inc. (insurance provider) (1979-2000). Directorships in the Last Five Years.⁽¹⁾ Director of Stonemor Partners, L.P. (owner and operator of cemeteries). Formerly, Director of Assurant, Inc. (insurance provider) (1979-2011).

William H. Park 1947	Trustee	Of the Trust since 2003 and of the Portfolio since 2006	Consultant and private investor. Formerly, Chief Financial Officer, Aveon Group L.P. (investment management firm) (2010-2011). 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 (investment management firm) (1982-2001). Formerly, Senior Manager, Price Waterhouse (now PricewaterhouseCoopers) (an independent registered public accounting firm) (1972-1981). Directorships in the Last Five Years.⁽¹⁾ None.

Eaton Vance

Global Dividend Income Fund

October 31, 2011

Management and Organization — continued


	Position(s)
	with the
	Trust and		Principal Occupation(s) and Directorships
Name and Year of Birth	the Portfolio	Length of Service	During Past Five Years and Other Relevant Experience


Noninterested Trustees (continued)

Ronald A. Pearlman 1940	Trustee	Of the Trust since 2003 and of the Portfolio since 2006	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). Directorships in the Last Five Years.⁽¹⁾ None.

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). Directorships in the Last Five Years.⁽¹⁾ Formerly, Director of BJ’s Wholesale Club, Inc. (wholesale club retailer) (2004-2011). 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	Of the Trust since 1998 and of the Portfolio since 2006	Paul Hastings Professor of Corporate and Securities Law (since 2006) and Professor of Law (2001-2006), University of California at Los Angeles School of Law. Directorships in the Last Five Years.⁽¹⁾ None.

Harriett Tee Taggart 1948	Trustee	Since 2011	Managing Director, Taggart Associates (a professional practice firm). Formerly, Partner and Senior Vice President, Wellington Management Company, LLP (investment management firm) (1983-2006). Directorships in the Last Five Years. Director of Albemarle Corporation (chemicals manufacturer) (since 2007) and The Hanover Group (specialty property and casualty insurance company) (since 2009). Formerly, Director of Lubrizol Corporation (specialty chemicals) (2007-2011).

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	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). Directorships in the Last Five Years.⁽¹⁾ None.

Principal Officers who are not Trustees
	Position(s)
	with the
	Trust and	Length of	Principal Occupation(s)
Name and Year of Birth	the Portfolio	Service	During Past Five Years



Duncan W. Richardson 1957	President of the Trust and Vice President of the Portfolio	Since 2011⁽²⁾	Director of EVC and Executive Vice President and Chief Equity Investment Officer of EVC, EVM and BMR.

Judith A. Saryan 1954	President of the Portfolio	Since 2011⁽³⁾	Vice President of EVM and BMR.

Payson F. Swaffield 1956	Vice President of the Trust	Since 2011	Chief Income Investment Officer of EVC. Vice President of EVM and BMR.

Barbara E. Campbell 1957	Treasurer	Of the Trust since 2005 and of the Portfolio since 2008	Vice President of EVM and BMR.

Eaton Vance

Global Dividend Income Fund

October 31, 2011

Management and Organization — continued


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


Principal Officers who are not Trustees (continued)

Maureen A. Gemma 1960	Vice President, Secretary and Chief Legal Officer	Vice President since 2011, Secretary since 2007 and Chief Legal Officer since 2008	Vice President of EVM and 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.


⁽¹⁾		During their respective tenures, the Trustees (except Mr. Eston and Ms. Taggart) 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 Trust (launched in 1998 and terminated in 2009).
⁽²⁾		Prior to 2011, Mr. Richardson was Vice President of the Trust since 2001 and President of the Portfolio since 2006.
⁽³⁾		Prior to 2011, Ms. Saryan was Vice President of the Portfolio since 2006.

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.

Eaton Vance

Global Dividend Income Fund

October 31, 2011

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, Eaton Vance Distributors, Inc., Eaton Vance Trust Company, Eaton Vance Management’s Real Estate Investment Group and Boston Management Research. In addition, our Privacy Policy applies only to those Eaton Vance customers who are individuals and who have a direct relationship with us. If a customer’s account (i.e., fund shares) is held in the name of a third-party financial advisor/broker-dealer, it is likely that only such advisor’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.

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

(617) 482-8260

Custodian
State Street Bank and Trust Company

200 Clarendon Street

Boston, MA 02116

Transfer Agent
BNY Mellon Investment Servicing (US) Inc.

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

Fund Offices
Two International Place

Boston, MA 02110


2634-12/11	DIVISRC


Eaton Vance Emerging Markets Local Income Fund Annual Report October 31, 2011

Annual Report October 31, 2011

Eaton Vance

Emerging Markets Local Income Fund

Table of Contents


Management’s Discussion of Fund Performance		2
Performance		3
Fund Profile		4
Endnotes and Additional Disclosures		5
Fund Expenses		6
Financial Statements		7
Report of Independent Registered Public Accounting Firm	17		and 51
Federal Tax Information		18
Management and Organization		52
Important Notices		55

Eaton Vance

Emerging Markets Local Income Fund

October 31, 2011

Management’s Discussion of Fund Performance¹

Economic and Market Conditions

During the 12 months ending October 31, 2011, the markets digested a significant number of historical events that established price volatility as normal rather than the exception in global financial markets. Citing a lack of political will in the United States, Standard & Poor’s lowered its credit rating on U.S. sovereign debt. The European sovereign debt crisis deteriorated, as policymakers within the eurozone squandered opportunities to address the issues in a meaningful manner. The tragic Tohoku earthquake and tsunami in Japan seriously disrupted global supply chains and adversely affected global economic growth.

The United States and the eurozone economies grew at an anemic pace during the period, as annual growth lagged 2.0% in both regions. The U.S. economy continued to suffer from an unemployment rate that stubbornly averaged above 9.0% during the period and headline inflation that more than tripled to 3.9% by the end of the period. The debt issues in the eurozone evolved from original concerns regarding Greece’s liquidity to a full-fledged solvency crisis surrounding additional periphery countries, including Italy and Spain, and European banks. European consumer and business confidence indicators trended lower in response, dragging economic growth to a near standstill by the end of the period. In contrast to the economic weakness in the U.S. and the eurozone, emerging-market economies led global growth. Most Asian and Latin American economies grew at annual rates above 4.0%.

Global bond markets generally favored the most liquid instruments over riskier assets. Despite the fiscal concerns in the United States and the eurozone, U.S. Treasuries and German Bund yields fell across the curve. In contrast, sovereign yields in the larger economies of the eurozone rose significantly in response to the markets’ concerns about solvency and future growth prospects. Emerging-market growth was strong for most of the year, but moderated towards the end of the period as the global inventory cycle slowed and the crisis in Europe intensified.

Fund Performance

For the fiscal year ending October 31, 2011, Eaton Vance Emerging Markets Local Income Fund’s Class A shares at net asset value (NAV) had a total return of -0.33%. By comparison, the Fund’s benchmark, the J.P. Morgan GBI-EM Global Diversified Index (the Index),² gained 1.53% during the period.

The Fund’s overweight positions relative to the Index in Turkey, Indonesia, Malaysia and Poland detracted from performance. Investments in those countries declined relative to the Index, although the overall effect was somewhat mitigated by the Fund’s short position in the euro, which contributed to performance since the euro depreciated slightly during the period.

In Asia, the Fund’s benchmark positions detracted from performance as investments in Indonesia, Malaysia, Philippines and Thailand underperformed relative the Index. Conversely, gains on other benchmark exposures, particularly in China and Taiwan, contributed positively to performance.

In Latin America, investments in four out of the five benchmark countries underperformed the Index on a relative basis. However, the Fund’s exposure to Chile, a benchmark country, and investments in other off-benchmark countries in the region led to gains that somewhat offset losses from Brazil, Colombia, Mexico and Peru.

Investments in the benchmark countries in central and eastern Europe also underperformed the Index on a relative basis. The effects of the debt crisis in the eurozone negatively affected Poland and the Czech Republic, and their currencies, the zloty and koruna, respectively, depreciated versus the euro, which held up reasonably well despite the turmoil surrounding the crisis. Conversely, off-benchmark investments in the region provided positive return.

See Endnotes and Additional Disclosures in this report.

Eaton Vance

Emerging Markets Local Income Fund

October 31, 2011

Performance^2,3

Portfolio Managers Mark Venezia, CFA; John R. Baur; Michael A. Cirami, CFA


							Since
% Average Annual Total Returns	Inception Date			1 Year			Inception

Class A at NAV		6/27/2007			-0.33	%		9.29	%
Class A at 4.75% Maximum Sales Charge		—			-5.06			8.07
Class C at NAV		8/3/2010			-1.02			3.63
Class C at 1% Maximum Sales Charge		—			-1.95			3.63
Class I at NAV		11/30/2009			-0.03			8.06

J.P. Morgan GBI-EM Global Diversified Index		6/27/2007			1.53	%		10.09	%

Total Annual Operating Expense Ratios⁴	Class A			Class C			Class I

Gross		1.61	%		2.31	%		1.31	%
Net		1.25			1.95			0.95

Growth of $10,000

This graph shows the change in value of a hypothetical investment of $10,000 in Class A of the Fund for the period indicated. For comparison, the same investment is shown in the indicated index.

With Maximum

Period Beginning

At NAV

Sales Charge

Class C

8/3/10

10,455

N.A.

Class I

11/30/09

11,610

N.A.

See Endnotes and Additional Disclosures in this report.

Eaton Vance

Emerging Markets Local Income Fund

October 31, 2011

Fund Profile⁵

Asset Allocation (% of net assets; excluding derivatives)

Foreign Currency Exposure (% of net assets)⁶


Malaysia	12.4	%
Turkey	12.3
Indonesia	11.7
Mexico	11.7
Poland	10.8
Brazil	10.6
South Africa	8.9
Thailand	8.7
Russia	7.9
Serbia	6.0
Hungary	5.9
Colombia	4.3
China	3.6
South Korea	2.1
Peru	2.0
Philippines	1.9
Romania	1.7
Hong Kong	1.7
Sweden	1.7
Chile	1.4
India	1.3
Platinum	1.2
Singapore	1.1
Uruguay	1.1
Dominican Republic	1.0
Norway	0.9
Albania	0.6
Ghana	0.4
Zambia	0.3
Uganda	0.3
Kazakhstan	0.2
Egypt	0.0
New Zealand	0.0
Sri Lanka	0.0
Iceland	0.0
Lebanon	0.0
Costa Rica	0.0
Israel	0.0
Australia	0.0
Gold	-0.0
Japan	-0.4
Croatia	-1.0
Taiwan	-2.6
Euro	-12.1

Total Long	135.7

Total Short	-16.1

Total Net	119.6

See Endnotes and Additional Disclosures in this report.

Eaton Vance
Emerging Markets Local Income Fund
October 31, 2011

Endnotes and Additional Disclosures


¹	The views expressed in this report are those of portfolio manager(s) and are current only through the date stated at the top of this page. These views are subject to change at any time based upon market or other conditions, and Eaton Vance and the Fund(s) disclaim any responsibility to update such views. These views may not be relied upon as investment advice and, because investment decisions are based on many factors, may not be relied upon as an indication of trading intent on behalf of any Eaton Vance fund. This commentary may contain statements that are not historical facts, referred to as forward looking statements. The Fund’s actual future results may differ significantly from those stated in any forward looking statement, depending on factors such as changes in securities or financial markets or general economic conditions, the volume of sales and purchases of Fund shares, the continuation of investment advisory, administrative and service contracts, and other risks discussed from time to time in the Fund’s filings with the Securities and Exchange Commission.

²	J.P. Morgan GBI-EM Global Diversified Index is an unmanaged index of local-currency bonds with maturities of more than one year issued by emerging markets governments. Unless otherwise stated, index returns do not reflect the effect of any applicable sales charges, commissions, expenses, taxes or leverage, as applicable. It is not possible to invest directly in an index.

³	Total Returns at NAV do not include applicable sales charges. If sales charges were deducted, the returns would be lower. Total Returns shown with maximum sales charge reflect the stated maximum sales charge. Unless otherwise stated, performance does not reflect the deduction of taxes on Fund distributions or redemptions of Fund shares.

⁴	Source: Fund prospectus. Net expense ratio reflects a contractual expense reimbursement that continues through 2/28/12. Without the reimbursement, performance would have been lower.

⁵	Fund primarily invests in an affiliated investment company (Portfolio) with the same objective(s) and policies as the Fund and may also invest directly. References to investments are to the Portfolio’s holdings.

⁶	Currency exposures include all foreign exchange denominated assets, currency derivatives and commodities (including commodity derivatives). Total exposures may exceed 100% due to implicit leverage created by derivatives.

	Fund profile subject to change due to active management.

Eaton Vance

Emerging Markets Local Income Fund

October 31, 2011

Fund Expenses


	Beginning		Ending		Expenses Paid			Annualized
	Account Value		Account Value		During Period*			Expense
	(5/1/11)		(10/31/11)		(5/1/11 – 10/31/11)			Ratio


Actual
Class A	$	1,000.00	$	942.40	$	6.71	**		1.37	%
Class C	$	1,000.00	$	939.20	$	10.12	**		2.07	%
Class I	$	1,000.00	$	944.20	$	5.24	**		1.07	%




Hypothetical
(5% return per year before expenses)
Class A	$	1,000.00	$	1,018.30	$	6.97	**		1.37	%
Class C	$	1,000.00	$	1,014.80	$	10.51	**		2.07	%
Class I	$	1,000.00	$	1,019.80	$	5.45	**		1.07	%


*	Expenses are equal to the Fund’s annualized expense ratio for the indicated Class, 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, 2011. 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

October 31, 2011

Statement of Assets and Liabilities


Assets	October 31, 2011

Investment in Emerging Markets Local Income Portfolio, at value (identified cost, $643,286,471)	$	625,589,733
Receivable for Fund shares sold		3,530,319
Receivable from affiliate		120,142


Total assets	$	629,240,194





Liabilities

Payable for Fund shares redeemed	$	4,364,171
Distributions payable		927,725
Payable to affiliates:
Distribution and service fees		158,525
Trustees’ fees		42
Accrued expenses		200,182


Total liabilities	$	5,650,645


Net Assets	$	623,589,549





Sources of Net Assets

Paid-in capital	$	655,401,310
Accumulated net realized loss from Portfolio		(13,088,670	)
Accumulated distributions in excess of net investment income		(1,026,353	)
Net unrealized depreciation from Portfolio		(17,696,738	)


Total	$	623,589,549





Class A Shares

Net Assets	$	307,098,212
Shares Outstanding		30,646,417
Net Asset Value and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	10.02
Maximum Offering Price Per Share
(100 ¸ 95.25 of net asset value per share)	$	10.52





Class C Shares

Net Assets	$	99,259,804
Shares Outstanding		9,895,122
Net Asset Value and Offering Price Per Share*
(net assets ¸ shares of beneficial interest outstanding)	$	10.03





Class I Shares

Net Assets	$	217,231,533
Shares Outstanding		21,604,102
Net Asset Value, Offering Price and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	10.06

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.

See Notes to Financial Statements.

Eaton Vance

Emerging Markets Local Income Fund

October 31, 2011

Statement of Operations


	Year Ended
Investment Income	October 31, 2011

Interest allocated from Portfolio (net of foreign taxes, $911,611)	$	29,500,070
Expenses allocated from Portfolio		(4,669,287	)


Total investment income from Portfolio	$	24,830,783





Expenses

Distribution and service fees
Class A	$	827,832
Class C		762,101
Trustees’ fees and expenses		500
Custodian fee		38,938
Transfer and dividend disbursing agent fees		447,463
Legal and accounting services		16,624
Printing and postage		184,257
Registration fees		200,276
Miscellaneous		12,227


Total expenses	$	2,490,218


Deduct —
Allocation of expenses to affiliate	$	343,310


Total expense reductions	$	343,310



Net expenses	$	2,146,908



Net investment income	$	22,683,875





Realized and Unrealized Gain (Loss) from Portfolio

Net realized gain (loss) —
Investment transactions	$	(2,082,068	)
Written options		81,313
Securities sold short		301,964
Futures contracts		(649,708	)
Swap contracts		711,318
Forward commodity contracts		(842,683	)
Foreign currency and forward foreign currency exchange contract transactions		(10,194,696	)


Net realized loss	$	(12,674,560	)


Change in unrealized appreciation (depreciation) —
Investments (including net increase of $114,259 from precious metals)	$	(24,803,998	)
Securities sold short		480,604
Futures contracts		(166,237	)
Swap contracts		4,753,204
Forward commodity contracts		(549,358	)
Foreign currency and forward foreign currency exchange contracts		(773,297	)


Net change in unrealized appreciation (depreciation)	$	(21,059,082	)



Net realized and unrealized loss	$	(33,733,642	)



Net decrease in net assets from operations	$	(11,049,767	)

See Notes to Financial Statements.

Eaton Vance

Emerging Markets Local Income Fund

October 31, 2011

Statements of Changes in Net Assets


	Year Ended October 31,

Increase (Decrease) in Net Assets	2011			2010

From operations —
Net investment income	$	22,683,875		$	1,806,045
Net realized gain (loss) from investment transactions, written options, securities sold short, futures contracts, swap contracts, forward commodity contracts, and foreign currency and forward foreign currency exchange contract transactions		(12,674,560	)		568,381
Net change in unrealized appreciation (depreciation) from investments, written options, securities sold short, futures contracts, swap contracts, forward commodity contracts, foreign currency and forward foreign currency exchange contracts		(21,059,082	)		3,601,040


Net increase (decrease) in net assets from operations	$	(11,049,767	)	$	5,975,466


Distributions to shareholders —
From net investment income
Class A	$	(13,766,599	)	$	(1,701,501	)
Class C		(3,432,849	)		(73,913	)
Class I		(8,012,176	)		(427,811	)
From net realized gain
Class A		—			(330,215	)
Class C		—			(55,007	)
Class I		—			(93,260	)
Tax return of capital
Class A		(6,681,169	)		(252,332	)
Class C		(1,666,022	)		(10,961	)
Class I		(3,888,448	)		(63,444	)


Total distributions to shareholders	$	(37,447,263	)	$	(3,008,444	)


Transactions in shares of beneficial interest —
Proceeds from sale of shares
Class A	$	334,593,866		$	193,999,320
Class C		80,573,397			34,001,161
Class I		259,135,813			46,894,593
Net asset value of shares issued to shareholders in payment of distributions declared
Class A		16,566,127			1,414,337
Class C		3,845,238			113,302
Class I		8,032,444			264,128
Cost of shares redeemed
Class A		(192,302,074	)		(27,446,981	)
Class C		(12,406,580	)		(145,551	)
Class I		(82,306,954	)		(996,728	)


Net increase in net assets from Fund share transactions	$	415,731,277		$	248,097,581



Net increase in net assets	$	367,234,247		$	251,064,603





Net Assets

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


At end of year	$	623,589,549		$	256,355,302





Accumulated distributions in excess of net investment income included in net assets

At end of year	$	(1,026,353	)	$	(114,542	)

See Notes to Financial Statements.

Eaton Vance

Emerging Markets Local Income Fund

October 31, 2011

Financial Highlights


	Class A

	Year Ended October 31,
													Period Ended
	2011			2010			2009			2008			October 31, 2007⁽¹⁾

Net asset value — Beginning of period	$	10.830		$	9.850		$	8.280		$	10.770		$	10.000





Income (Loss) From Operations

Net investment income⁽²⁾	$	0.470		$	0.450		$	0.487		$	0.475		$	0.165
Net realized and unrealized gain (loss)		(0.498	)		1.312			1.864			(1.727	)		0.732


Total income (loss) from operations	$	(0.028	)	$	1.762		$	2.351		$	(1.252	)	$	0.897





Less Distributions

From net investment income	$	(0.527	)	$	(0.658	)	$	(0.781	)	$	(0.640	)	$	(0.259	)
From net realized gain		—			(0.026	)		—			(0.381	)		—
Tax return of capital		(0.255	)		(0.098	)		—			(0.217	)		—


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



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



Net asset value — End of period	$	10.020		$	10.830		$	9.850		$	8.280		$	10.770



Total Return⁽³⁾		(0.33	)%		18.65	%		30.05	%		(13.38	)%		10.44	%⁽⁴⁾⁽⁵⁾





Ratios/Supplemental Data

Net assets, end of period (000’s omitted)	$	307,098		$	175,501		$	5,291		$	1,529		$	11
Ratios (as a percentage of average daily net assets):
Expenses^(6)(7)(8)		1.33	%⁽⁹⁾		1.25	%		1.25	%		1.25	%		1.25	%⁽¹⁰⁾
Net investment income		4.48	%		4.28	%		5.37	%		4.73	%		4.67	%⁽¹⁰⁾
Portfolio Turnover of the Portfolio		16	%		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 for 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 0.07%, 0.36%, 4.25%, 4.63% and 287.76% of average daily net assets for the years ended October 31, 2011, 2010, 2009 and 2008 and for the period from the start of business, June 27, 2007, to October 31, 2007, respectively).
⁽⁹⁾		Includes interest expense on securities sold short of 0.08%.
⁽¹⁰⁾		Annualized.

See Notes to Financial Statements.

Eaton Vance

Emerging Markets Local Income Fund

October 31, 2011

Financial Highlights — continued


	Class C

	Year Ended			Period Ended
	October 31, 2011			October 31, 2010⁽¹⁾

Net asset value — Beginning of period	$	10.840		$	10.430





Income (Loss) From Operations

Net investment income⁽²⁾	$	0.395		$	0.073
Net realized and unrealized gain (loss)		(0.497	)		0.510


Total income (loss) from operations	$	(0.102	)	$	0.583





Less Distributions

From net investment income	$	(0.477	)	$	(0.128	)
From net realized gain		—			(0.026	)
Tax return of capital		(0.231	)		(0.019	)


Total distributions	$	(0.708	)	$	(0.173	)



Net asset value — End of period	$	10.030		$	10.840



Total Return⁽³⁾		(1.02	)%		5.63	%⁽⁴⁾





Ratios/Supplemental Data

Net assets, end of period (000’s omitted)	$	99,260		$	34,064
Ratios (as a percentage of average daily net assets):
Expenses^(5)(6)(7)		2.03	%⁽⁸⁾		1.95	%⁽⁹⁾
Net investment income		3.77	%		2.74	%⁽⁹⁾
Portfolio Turnover of the Portfolio		16	%		17	%⁽¹⁰⁾


⁽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 0.07% and 0.36% of average daily net assets for the year ended October 31, 2011 and for the period from commencement of operations on August 3, 2010 to October 31, 2010, respectively).
⁽⁸⁾		Includes interest expense on securities sold short of 0.08%.
⁽⁹⁾		Annualized.
⁽¹⁰⁾		For the Portfolio’s year ended October 31, 2010.

See Notes to Financial Statements.

Eaton Vance

Emerging Markets Local Income Fund

October 31, 2011

Financial Highlights — continued


	Class I

	Year Ended			Period Ended
	October 31, 2011			October 31, 2010⁽¹⁾

Net asset value — Beginning of period	$	10.870		$	10.060





Income (Loss) From Operations

Net investment income⁽²⁾	$	0.507		$	0.438
Net realized and unrealized gain (loss)		(0.505	)		1.115


Total income from operations	$	0.002		$	1.553





Less Distributions

From net investment income	$	(0.547	)	$	(0.624	)
From net realized gain		—			(0.026	)
Tax return of capital		(0.265	)		(0.093	)


Total distributions	$	(0.812	)	$	(0.743	)



Net asset value — End of period	$	10.060		$	10.870



Total Return⁽³⁾		(0.03	)%		16.13	%⁽⁴⁾





Ratios/Supplemental Data

Net assets, end of period (000’s omitted)	$	217,232		$	46,791
Ratios (as a percentage of average daily net assets):
Expenses^(5)(6)(7)		1.04	%⁽⁸⁾		0.95	%⁽⁹⁾
Net investment income		4.81	%		4.51	%⁽⁹⁾
Portfolio Turnover of the Portfolio		16	%		17	%⁽¹⁰⁾


⁽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 0.07% and 0.36% of average daily net assets for the year ended October 31, 2011 and for the period from commencement of operations on November 30, 2009 to October 31, 2010, respectively).
⁽⁸⁾		Includes interest expense on securities sold short of 0.09%.
⁽⁹⁾		Annualized.
⁽¹⁰⁾		For the Portfolio’s year ended October 31, 2010.

See Notes to Financial Statements.

Eaton Vance

Emerging Markets Local Income Fund

October 31, 2011

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 Notes 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 (77.9% at October 31, 2011). 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.

At October 31, 2011, the Fund, for federal income tax purposes, had a capital loss carryforward of $9,835,315 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, 2019. In addition, such capital loss carryforward cannot be utilized prior to the utilization of new capital losses, if any, created after October 31, 2011.

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

Eaton Vance

Emerging Markets Local Income Fund

October 31, 2011

Notes to Financial Statements — continued

2 Distributions to Shareholders

The tax character of distributions declared for the years ended October 31, 2011 and October 31, 2010 was as follows:


	Year Ended October 31,

	2011		2010


Distributions declared from:
Ordinary income	$	25,211,624	$	2,203,225
Long-term capital gains	$	—	$	478,482
Tax return of capital	$	12,235,639	$	326,737

During the year ended October 31, 2011, accumulated distributions in excess of net investment income was decreased by $1,615,938, accumulated net realized loss was increased by $268,878 and paid-in capital was decreased by $1,347,060 due to differences between book and tax accounting, primarily for foreign currency gain (loss), swap contracts, premium amortization, paydown gain (loss) and the Portfolio’s investment in a subsidiary. These reclassifications had no effect on the net assets or net asset value per share of the Fund.

As of October 31, 2011, the components of distributable earnings (accumulated losses) and unrealized appreciation (depreciation) on a tax basis were as follows:





Capital loss carryforward	$	(9,835,315	)
Net unrealized depreciation	$	(21,048,721	)
Other temporary differences	$	(927,725	)

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, 2011, the Fund incurred no adviser fee on Investable Assets. To the extent the Fund’s assets are invested in the Portfolio, the Fund is allocated its share of the Portfolio’s adviser fee. The Portfolio has engaged Boston Management and Research (BMR), a subsidiary of EVM, to render investment advisory services. See Note 2 of the Portfolio’s Notes to 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 expenses to the extent that total annual operating expenses (relating to ordinary operating expenses only) exceed 1.25%, 1.95% and 0.95% 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 $343,310 of the Fund’s operating expenses for the year ended October 31, 2011.

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, 2011, EVM earned $14,556 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 $243,715 as its portion of the sales charge on sales of Class A shares for the year ended October 31, 2011. 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

Emerging Markets Local Income Fund

October 31, 2011

Notes to Financial Statements — continued

4 Distribution Plans

Pursuant to the Class C Plan, the Fund also makes 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, 2011 amounted to $190,525 for Class C shares.

5 Contingent Deferred Sales Charges

6 Investment Transactions

For the year ended October 31, 2011, increases and decreases in the Fund’s investment in the Portfolio aggregated $467,695,988 and $81,137,733, respectively.

7 Shares of Beneficial Interest


	Year Ended October 31,

Class A	2011			2010


Sales		31,606,118			18,183,048
Issued to shareholders electing to receive payments of distributions in Fund shares		1,584,723			133,736
Redemptions		(18,743,298	)		(2,654,878	)



Net increase		14,447,543			15,661,906

Eaton Vance

Emerging Markets Local Income Fund

October 31, 2011

Notes to Financial Statements — continued


	Year Ended			Period Ended
Class C	October 31, 2011			October 31, 2010⁽¹⁾


Sales		7,597,595			3,144,431
Issued to shareholders electing to receive payments of distributions in Fund shares		367,942			10,463
Redemptions		(1,211,880	)		(13,429	)



Net increase		6,753,657			3,141,465





	Year Ended			Period Ended
Class I	October 31, 2011			October 31, 2010⁽²⁾


Sales		24,542,760			4,376,312
Issued to shareholders electing to receive payments of distributions in Fund shares		766,509			24,649
Redemptions		(8,011,451	)		(94,677	)



Net increase		17,297,818			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

October 31, 2011

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, 2011, 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, 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, such 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, 2011, 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, 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 21, 2011

Eaton Vance

Emerging Markets Local Income Fund

October 31, 2011

Federal Tax Information (Unaudited)

Foreign Tax Credit. The Fund paid foreign taxes of $911,611 and recognized foreign source income of $28,107,151.

Emerging Markets Local Income Portfolio

October 31, 2011

Consolidated Portfolio of Investments


Foreign Government Bonds — 71.6%

		Principal
Security		Amount		Value



Albania — 0.5%

Republic of Albania, 7.50%, 11/4/15	EUR		3,500,000	$	4,342,915


Total Albania				$	4,342,915




Bermuda — 0.1%

Government of Bermuda, 5.603%, 7/20/20⁽¹⁾	USD		900,000	$	993,014


Total Bermuda				$	993,014




Brazil — 5.5%

Nota Do Tesouro Nacional, 6.00%, 5/15/15⁽²⁾	BRL		478,943	$	287,345
Nota Do Tesouro Nacional, 10.00%, 1/1/13	BRL		5,118,000		2,968,818
Nota Do Tesouro Nacional, 10.00%, 1/1/14	BRL		23,509,000		13,491,812
Nota Do Tesouro Nacional, 10.00%, 1/1/17	BRL		21,314,000		11,775,245
Nota Do Tesouro Nacional, 10.00%, 1/1/21	BRL		16,127,000		8,633,442
Republic of Brazil, 10.25%, 1/10/28	BRL		620,000		403,559
Republic of Brazil, 12.50%, 1/5/16	BRL		10,030,000		6,835,251


Total Brazil				$	44,395,472




Chile — 1.3%

Government of Chile, 2.10%, 9/1/15⁽²⁾	CLP		88,415,920	$	178,932
Government of Chile, 3.00%, 1/1/15⁽²⁾	CLP		773,639,300		1,598,518
Government of Chile, 6.00%, 3/1/17	CLP		70,000,000		147,588
Government of Chile, 6.00%, 1/1/18	CLP		1,020,000,000		2,161,205
Government of Chile, 6.00%, 3/1/18	CLP		2,350,000,000		4,979,247
Government of Chile, 6.00%, 1/1/20	CLP		465,000,000		999,634


Total Chile				$	10,065,124




Colombia — 3.6%

Republic of Colombia, 7.75%, 4/14/21	COP		9,341,000,000	$	5,900,649
Republic of Colombia, 9.85%, 6/28/27	COP		8,093,000,000		6,142,309
Republic of Colombia, 12.00%, 10/22/15	COP		19,718,000,000		13,442,583
Titulos De Tesoreria B, 11.25%, 10/24/18	COP		5,461,000,000		3,594,134


Total Colombia				$	29,079,675




Congo — 0.2%

Republic of Congo, 3.00%, 6/30/29	USD		2,333,200	$	1,609,908


Total Congo				$	1,609,908




Costa Rica — 0.0%⁽³⁾

Titulo Propiedad Ud, 1.00%, 1/12/22⁽²⁾	CRC		53,862,810	$	84,570
Titulo Propiedad Ud, 1.63%, 7/13/16⁽²⁾	CRC		6,051,162		11,133


Total Costa Rica				$	95,703




Dominican Republic — 1.0%

Dominican Republic, 16.00%, 7/10/20⁽¹⁾	DOP		38,000,000	$	996,491
Dominican Republic “Bonos Internos” Total Return Linked Bond (Citibank, N.A.), 13.00%, 2/25/13⁽⁴⁾	DOP		107,000,000		2,748,922
Dominican Republic “Bonos Internos” Total Return Linked Bond (Citibank, N.A.), 15.00%, 3/12/12⁽⁴⁾	DOP		82,000,000		2,151,628
Dominican Republic “Bonos Internos” Total Return Linked Bond (Citibank, N.A.), 16.00%, 7/10/20⁽⁴⁾	DOP		67,800,000		1,761,638


Total Dominican Republic				$	7,658,679




Egypt — 0.0%⁽³⁾

Arab Republic of Egypt, 8.75%, 7/18/12⁽¹⁾	EGP		1,690,000	$	270,151


Total Egypt				$	270,151




Greece — 0.0%⁽³⁾

Hellenic Republic Government Bond, 6.10%, 8/20/15	EUR		225,000	$	127,708


Total Greece				$	127,708




Hungary — 5.5%

Hungary Government Bond, 5.50%, 2/12/14	HUF		2,120,600,000	$	9,327,686
Hungary Government Bond, 5.50%, 2/12/16	HUF		1,510,700,000		6,407,476
Hungary Government Bond, 6.00%, 10/24/12	HUF		190,970,000		862,789
Hungary Government Bond, 6.00%, 11/24/23	HUF		195,000,000		759,975
Hungary Government Bond, 6.50%, 6/24/19	HUF		579,100,000		2,461,436
Hungary Government Bond, 6.75%, 2/12/13	HUF		785,300,000		3,558,241
Hungary Government Bond, 6.75%, 2/24/17	HUF		1,554,520,000		6,844,627
Hungary Government Bond, 6.75%, 11/24/17	HUF		1,123,980,000		4,939,398
Hungary Government Bond, 7.00%, 6/24/22	HUF		435,000,000		1,862,301
Hungary Government Bond, 7.50%, 10/24/13	HUF		796,000,000		3,650,672
Hungary Government Bond, 7.50%, 11/12/20	HUF		668,800,000		3,014,190
Hungary Government Bond, 8.00%, 2/12/15	HUF		60,000,000		278,099


Total Hungary				$	43,966,890




Indonesia — 9.7%

Indonesia Government, 7.375%, 9/15/16	IDR		43,648,000,000	$	5,329,918
Indonesia Government, 8.25%, 7/15/21	IDR		4,730,000,000		610,274

See Notes to Consolidated Financial Statements.

Emerging Markets Local Income Portfolio

October 31, 2011

Consolidated Portfolio of Investments — continued


		Principal
Security		Amount		Value


Indonesia (continued)


Indonesia Government, 8.375%, 9/15/26	IDR		14,100,000,000	$	1,814,696
Indonesia Government, 9.00%, 9/15/13	IDR		26,300,000,000		3,181,485
Indonesia Government, 9.00%, 9/15/18	IDR		42,550,000,000		5,593,759
Indonesia Government, 9.50%, 6/15/15	IDR		33,485,000,000		4,282,040
Indonesia Government, 9.50%, 7/15/23	IDR		35,245,000,000		4,883,803
Indonesia Government, 9.50%, 7/15/31	IDR		110,105,000,000		15,480,827
Indonesia Government, 9.50%, 5/15/41	IDR		11,043,000,000		1,563,983
Indonesia Government, 9.75%, 5/15/37	IDR		28,656,000,000		4,094,870
Indonesia Government, 10.00%, 7/15/17	IDR		10,200,000,000		1,388,084
Indonesia Government, 10.00%, 9/15/24	IDR		22,100,000,000		3,184,664
Indonesia Government, 10.00%, 2/15/28	IDR		8,560,000,000		1,240,124
Indonesia Government, 10.25%, 7/15/27	IDR		22,325,000,000		3,292,290
Indonesia Government, 10.50%, 8/15/30	IDR		45,960,000,000		6,976,852
Indonesia Government, 10.50%, 7/15/38	IDR		10,900,000,000		1,672,093
Indonesia Government, 11.00%, 11/15/20	IDR		14,560,000,000		2,171,934
Indonesia Government, 11.00%, 9/15/25	IDR		16,440,000,000		2,553,837
Indonesia Government, 11.25%, 5/15/14	IDR		16,743,000,000		2,161,176
Indonesia Government, 11.50%, 9/15/19	IDR		25,200,000,000		3,795,295
Indonesia Government, 12.50%, 3/15/13	IDR		23,815,000,000		2,959,608


Total Indonesia				$	78,231,612




Israel — 0.1%

Israel Government Bond, 3.00%, 10/31/19⁽²⁾	ILS		577,332	$	173,053
Israel Government Bond, 5.00%, 4/30/15⁽²⁾	ILS		1,464,893		458,624


Total Israel				$	631,677




Malaysia — 4.7%

Malaysia Government, 3.21%, 5/31/13	MYR		5,925,000	$	1,939,485
Malaysia Government, 3.502%, 5/31/27	MYR		4,125,000		1,266,352
Malaysia Government, 3.70%, 5/15/13	MYR		6,355,000		2,095,495
Malaysia Government, 3.741%, 2/27/15	MYR		24,076,000		7,973,864
Malaysia Government, 3.814%, 2/15/17	MYR		7,003,000		2,324,498
Malaysia Government, 4.012%, 9/15/17	MYR		10,786,000		3,610,779
Malaysia Government, 4.16%, 7/15/21	MYR		19,738,000		6,654,331
Malaysia Government, 4.24%, 2/7/18	MYR		15,775,000		5,344,625
Malaysia Government, 4.378%, 11/29/19	MYR		3,750,000		1,283,914
Malaysia Government, 4.392%, 4/15/26	MYR		4,047,000		1,379,515
Malaysia Government, 4.498%, 4/15/30	MYR		3,480,000		1,204,587
Malaysia Government, 5.094%, 4/30/14	MYR		7,416,000		2,531,890


Total Malaysia				$	37,609,335




Mexico — 4.8%

Government of Mexico, 7.25%, 12/15/16	MXN		20,800,000	$	1,714,456
Government of Mexico, 7.50%, 6/3/27	MXN		30,480,000		2,437,007
Government of Mexico, 7.75%, 12/14/17	MXN		9,500,000		803,861
Government of Mexico, 8.00%, 12/19/13	MXN		61,900,000		4,971,596
Government of Mexico, 8.00%, 6/11/20	MXN		21,018,000		1,794,304
Government of Mexico, 8.50%, 12/13/18	MXN		6,832,600		598,301
Government of Mexico, 8.50%, 5/31/29	MXN		39,000,000		3,350,699
Government of Mexico, 8.50%, 11/18/38	MXN		36,100,000		3,034,020
Government of Mexico, 9.00%, 6/20/13	MXN		73,000,000		5,862,776
Government of Mexico, 9.50%, 12/18/14	MXN		23,060,000		1,967,533
Government of Mexico, 10.00%, 12/5/24	MXN		63,550,000		6,265,481
Government of Mexico, 10.00%, 11/20/36	MXN		56,570,000		5,454,015


Total Mexico				$	38,254,049




Peru — 2.0%

Republic of Peru, 6.90%, 8/12/37⁽¹⁾	PEN		2,367,000	$	929,118
Republic of Peru, 6.90%, 8/12/37	PEN		2,700,000		1,059,831
Republic of Peru, 6.90%, 8/12/37⁽⁵⁾	PEN		4,730,000		1,856,666
Republic of Peru, 6.95%, 8/12/31	PEN		2,000,000		790,158
Republic of Peru, 7.84%, 8/12/20	PEN		1,130,000		479,503
Republic of Peru, 7.84%, 8/12/20⁽⁵⁾	PEN		11,470,000		4,867,165
Republic of Peru, 8.20%, 8/12/26	PEN		5,775,000		2,570,886
Republic of Peru, 8.60%, 8/12/17	PEN		5,305,000		2,328,924
Republic of Peru, 9.91%, 5/5/15	PEN		1,760,000		766,668


Total Peru				$	15,648,919




Philippines — 0.8%

Philippine Government International Bond, 4.95%, 1/15/21	PHP		139,000,000	$	3,145,964
Philippine Government International Bond, 6.25%, 1/14/36	PHP		150,000,000		3,429,422


Total Philippines				$	6,575,386




Poland — 0.6%

Poland Government Bond, 3.00%, 8/24/16⁽²⁾	PLN		1,856,857	$	588,906
Poland Government Bond, 4.75%, 4/25/12	PLN		2,010,000		632,053
Poland Government Bond, 5.25%, 10/25/17	PLN		3,575,000		1,125,504
Poland Government Bond, 5.75%, 9/23/22	PLN		5,420,000		1,711,530
Poland Government Bond, 6.25%, 10/24/15	PLN		2,900,000		956,225


Total Poland				$	5,014,218




Russia — 6.8%

Russia Foreign Bond, 7.85%, 3/10/18⁽¹⁾	RUB		600,000,000	$	20,433,893
Russia Foreign Bond, 7.85%, 3/10/18⁽⁵⁾	RUB		250,000,000		8,514,122
Russia Government Bond, 7.00%, 6/3/15	RUB		104,418,000		3,388,329
Russia Government Bond, 7.10%, 3/13/14	RUB		449,000,000		14,786,100

See Notes to Consolidated Financial Statements.

Emerging Markets Local Income Portfolio

October 31, 2011

Consolidated Portfolio of Investments — continued


		Principal
Security		Amount		Value


Russia (continued)


Russia Government Bond, 7.35%, 1/20/16	RUB		68,000,000	$	2,216,580
Russia Government Bond, 7.40%, 6/14/17	RUB		103,974,000		3,357,965
Russia Government Bond, 7.60%, 4/14/21	RUB		70,000,000		2,162,988


Total Russia				$	54,859,977




Serbia — 2.4%

Serbia Treasury Bill, 0.00%, 8/9/12	RSD		230,950,000	$	2,889,890
Serbia Treasury Bill, 0.00%, 9/6/12	RSD		403,070,000		4,995,748
Serbia Treasury Bill, 0.00%, 11/22/12	RSD		401,520,000		4,845,641
Serbia Treasury Bill, 0.00%, 4/25/13	RSD		539,100,000		6,177,321


Total Serbia				$	18,908,600




South Africa — 6.5%

Republic of South Africa, 2.75%, 1/31/22⁽²⁾	ZAR		33,746,594	$	4,381,465
Republic of South Africa, 6.25%, 3/31/36	ZAR		64,175,000		6,078,247
Republic of South Africa, 6.75%, 3/31/21	ZAR		45,745,000		5,362,227
Republic of South Africa, 7.00%, 2/28/31	ZAR		19,600,000		2,065,095
Republic of South Africa, 7.25%, 1/15/20	ZAR		32,400,000		3,913,486
Republic of South Africa, 7.50%, 1/15/14	ZAR		34,500,000		4,475,605
Republic of South Africa, 8.25%, 9/15/17	ZAR		19,430,000		2,558,465
Republic of South Africa, 8.75%, 12/21/14	ZAR		29,990,000		4,053,969
Republic of South Africa, 10.50%, 12/21/26	ZAR		30,356,000		4,558,660
Republic of South Africa, 13.50%, 9/15/15	ZAR		81,005,000		12,595,050
South African Government Bond – CPI Linked, 2.50%, 1/31/17⁽²⁾	ZAR		6,308,296		852,035
South African Government Bond – CPI Linked, 2.60%, 3/31/28⁽²⁾	ZAR		6,426,112		808,983
South African Government Bond – CPI Linked, 5.50%, 12/7/23⁽²⁾	ZAR		3,054,678		497,379


Total South Africa				$	52,200,666




Sri Lanka — 0.1%

Republic of Sri Lanka, 6.25%, 10/4/20⁽¹⁾	USD		950,000	$	971,375


Total Sri Lanka				$	971,375




Taiwan — 0.3%

Taiwan Government Bond, 0.25%, 2/10/12	TWD		74,400,000	$	2,484,838


Total Taiwan				$	2,484,838




Thailand — 4.3%

Kingdom of Thailand, 3.125%, 12/11/15	THB		120,041,000	$	3,891,120
Kingdom of Thailand, 3.625%, 6/16/23	THB		75,523,000		2,471,046
Kingdom of Thailand, 3.85%, 12/12/25	THB		141,323,000		4,697,167
Kingdom of Thailand, 3.875%, 6/13/19	THB		44,600,000		1,517,211
Kingdom of Thailand, 4.25%, 3/13/13	THB		168,678,000		5,552,913
Kingdom of Thailand, 4.50%, 4/9/24	THB		61,371,000		2,176,992
Kingdom of Thailand, 4.75%, 12/20/24	THB		30,000,000		1,090,998
Kingdom of Thailand, 5.125%, 3/13/18	THB		9,053,000		326,111
Kingdom of Thailand, 5.25%, 5/12/14	THB		275,409,000		9,384,327
Kingdom of Thailand, 5.67%, 3/13/28	THB		92,500,000		3,723,671


Total Thailand				$	34,831,556




Turkey — 10.1%

Turkey Government Bond, 0.00%, 8/8/12	TRY		2,846,000	$	1,496,467
Turkey Government Bond, 0.00%, 11/7/12	TRY		30,808,000		15,800,215
Turkey Government Bond, 4.00%, 4/1/20⁽²⁾	TRY		9,961,017		6,041,162
Turkey Government Bond, 8.00%, 10/9/13	TRY		15,615,000		8,649,000
Turkey Government Bond, 9.00%, 1/27/16	TRY		5,100,000		2,846,471
Turkey Government Bond, 10.00%, 1/9/13	TRY		14,695,000		8,320,159
Turkey Government Bond, 10.00%, 4/10/13	TRY		29,195,000		16,517,528
Turkey Government Bond, 10.00%, 6/17/15	TRY		7,800,000		4,498,982
Turkey Government Bond, 10.50%, 1/15/20	TRY		6,051,000		3,623,620
Turkey Government Bond, 11.00%, 8/6/14	TRY		17,891,000		10,506,562
Turkey Government Bond, 14.00%, 9/26/12	TRY		1,790,000		1,050,679
Turkey Government Bond, 16.00%, 3/7/12	TRY		1,270,000		733,604
Turkey Government Bond, 16.00%, 8/28/13	TRY		1,330,000		837,831


Total Turkey				$	80,922,280




Uruguay — 0.1%

Monetary Regulation Bill, 0.00%, 8/15/13	UYU		5,900,000	$	256,493
Republic of Uruguay, 5.00%, 9/14/18⁽²⁾	UYU		15,121,070		845,126


Total Uruguay				$	1,101,619




Venezuela — 0.6%

Bolivarian Republic of Venezuela, 7.00%, 3/31/38⁽⁵⁾	USD		6,137,000	$	3,544,117
Bolivarian Republic of Venezuela, 9.25%, 5/7/28⁽⁵⁾	USD		1,368,100		916,627


Total Venezuela				$	4,460,744



Total Foreign Government Bonds
(identified cost $590,057,062)				$	575,312,090

See Notes to Consolidated Financial Statements.

Emerging Markets Local Income Portfolio

October 31, 2011

Consolidated Portfolio of Investments — continued


Mortgage Pass-Throughs — 1.6%

	Principal
Security	Amount		Value


Federal Home Loan Mortgage Corp.:
7.00%, with maturity at 2032	$	2,895,160	$	3,406,666
7.50%, with maturity at 2034		660,875		801,799


			$	4,208,465


Federal National Mortgage Association:
2.60%, with maturity at 2035⁽⁶⁾	$	1,555,662	$	1,625,148
4.299%, with maturity at 2035⁽⁶⁾		1,254,746		1,368,653
6.50%, with various maturities to 2033		2,684,103		3,048,819
7.00%, with maturity at 2033		1,200,708		1,424,253
8.50%, with maturity at 2032		1,039,861		1,269,242


			$	8,736,115



Total Mortgage Pass-Throughs
(identified cost $12,323,692)			$	12,944,580

U.S. Government Agency Obligations — 1.0%

Principal

Security

Amount

Value

Federal Home Loan Bank:

4.50%, 9/13/19

4,000,000

4,642,992

5.25%, 12/9/22

2,700,000

3,294,162

Total U.S. Government Agency Obligations

(identified cost $7,753,107)

7,937,154

Precious Metals — 1.5%

Description

Troy Ounces

Value

Gold⁽⁷⁾

2,421

4,162,192

Platinum⁽⁷⁾

4,784

7,657,205

Total Precious Metals

(identified cost $11,651,853)

11,819,397

Currency Options Purchased — 0.0%⁽³⁾

Principal Amount

of Contracts

Strike

Expiration

Description

(000’s omitted)

Price

Date

Value

Euro Put Option

EUR

6,566

EUR

1.17

5/3/12

65,496

Total Currency Options Purchased

(identified cost $300,008)

65,496

Put Options Purchased — 0.0%⁽³⁾

Number of

Strike

Expiration

Description

Contracts

Price

Date

Value


KOSPI 200 Index	28,650,000	KRW	200	10/11/12	$	215,529
Light Sweet Crude Oil Future 12/11	6	USD	80	11/15/11		1,680



Total Put Options Purchased
(identified cost $371,701)					$	217,209


Short-Term Investments — 22.8%

Foreign Government Securities — 9.5%

		Principal
		Amount
Security		(000’s omitted)		Value



Chile — 0.0%⁽³⁾

Banco Central de Chile, 0.00%, 1/18/12	CLP		70,000	$	141,602


Total Chile				$	141,602




Colombia — 0.1%

Titulos De Tesoreria B, 0.00%, 4/26/12	COP		1,178,600	$	616,839


Total Colombia				$	616,839




Georgia — 0.2%

Bank of Georgia Promissory Note, 9.00%, 12/7/11	USD		1,500	$	1,508,404


Total Georgia				$	1,508,404




Ghana — 0.3%

Ghana Government Bond, 14.47%, 12/15/11	GHS		3,062	$	1,925,522


Total Ghana				$	1,925,522




Hong Kong — 1.7%

Hong Kong Treasury Bill, 0.00%, 11/9/11	HKD		68,000	$	8,753,537
Hong Kong Treasury Bill, 0.00%, 12/7/11	HKD		3,500		450,271
Hong Kong Treasury Bill, 0.00%, 1/18/12	HKD		9,500		1,222,975
Hong Kong Treasury Bill, 0.00%, 1/26/12	HKD		22,500		2,894,563


Total Hong Kong				$	13,321,346




Iceland — 0.0%⁽³⁾

Iceland Treasury Bill, 0.00%, 4/16/12	ISK		23,000	$	168,110


Total Iceland				$	168,110

See Notes to Consolidated Financial Statements.

Emerging Markets Local Income Portfolio

October 31, 2011

Consolidated Portfolio of Investments — continued


		Principal
		Amount
Security		(000’s omitted)		Value


Indonesia — 0.1%

Indonesia Treasury Bill, 0.00%, 1/19/12	IDR		1,280,000	$	143,032
Indonesia Treasury Bill, 0.00%, 2/9/12	IDR		2,142,000		238,936


Total Indonesia				$	381,968




Israel — 0.2%

Israel Treasury Bill, 0.00%, 2/29/12	ILS		5,553	$	1,519,301


Total Israel				$	1,519,301




Kazakhstan — 0.2%

Kazakhstan National Bank, 0.00%, 11/25/11	KZT		271,893	$	1,836,808
Kazakhstan National Bank, 0.00%, 3/4/12	KZT		4,386		29,528


Total Kazakhstan				$	1,866,336




Lebanon — 0.0%

Lebanon Treasury Note, 9.06%, 11/10/11	LBP		179,220	$	119,201


Total Lebanon				$	119,201




Malaysia — 0.1%

Bank Negara Monetary Note, 0.00%, 11/1/11	MYR		244	$	79,527
Bank Negara Monetary Note, 0.00%, 12/15/11	MYR		141		45,804
Bank Negara Monetary Note, 0.00%, 1/10/12	MYR		470		152,371
Bank Negara Monetary Note, 0.00%, 1/12/12	MYR		104		33,711


Total Malaysia				$	311,413




Philippines — 0.7%

Philippine Treasury Bill, 0.00%, 12/7/11	PHP		81,310	$	1,902,862
Philippine Treasury Bill, 0.00%, 1/11/12	PHP		73,740		1,725,006
Philippine Treasury Bill, 0.00%, 3/7/12	PHP		87,110		2,033,333


Total Philippines				$	5,661,201




Romania — 1.4%

Romania Treasury Bill, 0.00%, 11/9/11	RON		7,160	$	2,280,845
Romania Treasury Bill, 0.00%, 12/14/11	RON		2,200		696,915
Romania Treasury Bill, 0.00%, 3/21/12	RON		9,520		2,962,441
Romania Treasury Bill, 0.00%, 4/11/12	RON		4,990		1,546,263
Romania Treasury Bill, 0.00%, 5/2/12	RON		8,480		2,621,458
Romania Treasury Bill, 0.00%, 6/20/12	RON		2,360		722,992
Romania Treasury Bill, 0.00%, 7/11/12	RON		2,180		665,191


Total Romania				$	11,496,105




Serbia — 2.3%

Serbia Treasury Bill, 0.00%, 12/13/11	RSD		37,420	$	506,117
Serbia Treasury Bill, 0.00%, 4/5/12	RSD		29,480		384,498
Serbia Treasury Bill, 0.00%, 4/26/12	RSD		109,700		1,420,876
Serbia Treasury Bill, 0.00%, 6/7/12	RSD		1,092,500		13,952,262
Serbia Treasury Bill, 0.00%, 7/6/12	RSD		197,680		2,502,078


Total Serbia				$	18,765,831




South Korea — 0.5%

Korea Monetary Stabilization Bond, 0.00%, 11/8/11	KRW		651,460	$	587,439
Korea Monetary Stabilization Bond, 0.00%, 11/15/11	KRW		2,527,020		2,277,026
Korea Monetary Stabilization Bond, 0.00%, 11/22/11	KRW		243,800		219,552
Korea Monetary Stabilization Bond, 0.00%, 12/14/11	KRW		84,590		76,017
Korea Monetary Stabilization Bond, 0.00%, 1/3/12	KRW		221,440		198,630
Korea Monetary Stabilization Bond, 0.00%, 1/17/12	KRW		1,025,960		919,100


Total South Korea				$	4,277,764




Sri Lanka — 0.3%

Sri Lanka Treasury Bill, 0.00%, 3/9/12	LKR		17,130	$	151,635
Sri Lanka Treasury Bill, 0.00%, 3/16/12	LKR		9,720		85,925
Sri Lanka Treasury Bill, 0.00%, 3/23/12	LKR		14,370		126,857
Sri Lanka Treasury Bill, 0.00%, 4/27/12	LKR		180,600		1,584,871
Sri Lanka Treasury Bill, 0.00%, 7/13/12	LKR		60,920		527,273
Sri Lanka Treasury Bill, 0.00%, 8/3/12	LKR		22,030		189,650


Total Sri Lanka				$	2,666,211




Turkey — 0.3%

Turkey Government Bond, 0.00%, 11/16/11	TRY		4,630	$	2,607,844


Total Turkey				$	2,607,844




Uruguay — 0.9%

Monetary Regulation Bill, 0.00%, 11/22/11	UYU		13,225	$	685,625
Monetary Regulation Bill, 0.00%, 11/25/11	UYU		9,770		506,173
Monetary Regulation Bill, 0.00%, 12/21/11	UYU		7,200		370,818
Monetary Regulation Bill, 0.00%, 12/22/11	UYU		5,400		278,048
Monetary Regulation Bill, 0.00%, 1/17/12	UYU		6,800		347,951
Monetary Regulation Bill, 0.00%, 2/22/12	UYU		3,460		175,453
Monetary Regulation Bill, 0.00%, 3/13/12	UYU		41,300		2,083,427

See Notes to Consolidated Financial Statements.

Emerging Markets Local Income Portfolio

October 31, 2011

Consolidated Portfolio of Investments — continued


		Principal
		Amount
Security		(000’s omitted)		Value


Uruguay (continued)


Monetary Regulation Bill, 0.00%, 5/8/12	UYU		5,100	$	253,394
Monetary Regulation Bill, 0.00%, 8/24/12	UYU		49,091		2,365,005
Monetary Regulation Bill, 0.00%, 9/28/12	UYU		7,400		352,860


Total Uruguay				$	7,418,754




Zambia — 0.2%

Zambia Treasury Bill, 0.00%, 12/12/11	ZMK		1,210,000	$	243,910
Zambia Treasury Bill, 0.00%, 12/12/11	ZMK		1,295,000		261,044
Zambia Treasury Bill, 0.00%, 12/12/11	ZMK		2,960,000		596,671
Zambia Treasury Bill, 0.00%, 3/12/12	ZMK		540,000		105,897
Zambia Treasury Bill, 0.00%, 3/19/12	ZMK		3,225,000		630,795


Total Zambia				$	1,838,317



Total Foreign Government Securities
(identified cost $79,521,857)				$	76,612,069


U.S. Treasury Obligations — 3.1%

		Principal
		Amount
Security		(000’s omitted)		Value


U.S. Treasury Bill, 0.00%, 11/10/11⁽⁸⁾		$	12,066	$	12,065,976
U.S. Treasury Bill, 0.00%, 11/17/11⁽⁸⁾			12,938		12,938,122



Total U.S. Treasury Obligations
(identified cost $25,004,160)				$	25,004,098




Repurchase Agreements — 3.5%

		Principal
		Amount
Description		(000’s omitted)		Value


Bank of America:
Dated 8/19/11 with a maturity date of 11/10/11, an interest rate of 0.84% and repurchase proceeds of EUR 3,124,950, collateralized by EUR 2,800,000 Government of France 3.75%, due 4/25/17 and a market value, including accrued interest, of $4,238,110.	EUR		3,119	$	4,316,037
Dated 10/12/11 with a maturity date of 11/17/11, an interest rate of 0.85% payable by the Portfolio and repurchase proceeds of $384,131, collateralized by $510,000 Republic of Belarus 8.75%, due 8/3/15 and a market value, including accrued interest, of $444,408.		$	384		384,413
Dated 10/21/11 with a maturity date of 11/22/11, an interest rate of 0.72% and repurchase proceeds of EUR 6,190,008, collateralized by EUR 6,070,000 Government of France 4.00%, due 10/25/38 and a market value, including accrued interest, of $8,562,875.	EUR		6,187		8,560,321
Dated 10/31/11 with a maturity date of 12/5/11, an interest rate of 0.47% and repurchase proceeds of EUR 2,899,648, collateralized by EUR 2,650,000 Government of France 3.75%, due 4/25/17 and a market value, including accrued interest, of $4,011,069.	EUR		2,898		4,010,568
Barclays Bank PLC:
Dated 10/14/11 with a maturity date of 11/21/11, an interest rate of 0.75% payable by the Portfolio and repurchase proceeds of $3,034,948, collateralized by $4,000,000 Republic of Belarus 8.75%, due 8/3/15 and a market value, including accrued interest, of $3,485,556.		$	3,037		3,036,972
Citibank:
Dated 10/19/11 with a maturity date of 11/25/11, an interest rate of 0.48% and repurchase proceeds of EUR 2,270,438, collateralized by EUR 2,225,000 Government of France 4.00%, due 10/25/38 and a market value, including accrued interest, of $3,138,781.	EUR		2,270		3,140,307
Dated 10/25/11 with a maturity date of 11/28/11, an interest rate of 0.68% and repurchase proceeds of EUR 3,065,169, collateralized by EUR 3,150,000 Belgium Kingdom Government Bond 3.75%, due 9/28/20 and a market value, including accrued interest, of $4,232,843.	EUR		3,063		4,238,792



Total Repurchase Agreements
(identified cost $27,897,944)				$	27,687,410

See Notes to Consolidated Financial Statements.

Emerging Markets Local Income Portfolio

October 31, 2011

Consolidated Portfolio of Investments — continued

Other Securities — 6.7%

Interest

Description

(000’s omitted)

Value

Eaton Vance Cash Reserves Fund, LLC, 0.12%⁽⁹⁾

53,430

53,430,441

Total Other Securities

(identified cost $53,430,441)

53,430,441

Total Short-Term Investments

(identified cost $185,854,402)

182,734,018

Total Investments — 98.5%

(identified cost $808,311,825)

791,029,944

Other Assets, Less Liabilities — 1.5%

12,356,470

Net Assets — 100.0%

803,386,414

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
GHS		- Ghanaian Cedi
HKD		- Hong Kong Dollar
HUF		- Hungarian Forint
IDR		- Indonesian Rupiah
ILS		- Israeli Shekel
ISK		- Icelandic Krona
KRW		- South Korean Won
KZT		- Kazak Tenge
LBP		- Lebanese Pound
LKR		- Sri Lankan Rupee
MXN		- Mexican Peso
MYR		- Malaysian Ringgit
PEN		- Peruvian New Sol
PHP		- Philippine Peso
PLN		- Polish Zloty
RON		- Romanian Leu
RSD		- Serbian Dinar
RUB		- Russian Ruble
THB		- Thai 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, 2011, the aggregate value of these securities is $24,594,042 or 3.1% 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⁾		Amount is less than 0.05%.

⁽⁴⁾		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, 2011.

⁽⁷⁾		Non-income producing.

⁽⁸⁾		Security (or a portion thereof) has been pledged to cover collateral requirements on open financial contracts.

⁽⁹⁾		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, 2011.


Securities Sold Short
Foreign Government Bonds

		Principal
		Amount
Security		(000’s omitted)			Value



Belarus

Republic of Belarus, 8.75%, 8/3/15⁽⁵⁾	USD		(2,183	)	$	(1,855,550	)


Total Belarus					$	(1,855,550	)



Belgium

Belgium Kingdom Government Bond, 3.75%, 9/28/20	EUR		(3,150	)	$	(4,217,618	)


Total Belgium					$	(4,217,618	)



France

Government of France, 3.75%, 4/25/17	EUR		(5,450	)	$	(8,101,971	)
Government of France, 4.00%, 10/25/38	EUR		(8,295	)		(11,692,851	)


Total France					$	(19,794,822	)



Total Foreign Government Bonds
(proceeds $26,485,185)					$	(25,867,990	)



Total Securities Sold Short
(proceeds $26,485,185)					$	(25,867,990	)

See Notes to Consolidated Financial Statements.

Emerging Markets Local Income Portfolio

October 31, 2011

Consolidated Statement of Assets and Liabilities


Assets	October 31, 2011

Investments —
Securities of unaffiliated issuers, at value (identified cost, $743,229,531)	$	725,780,106
Affiliated investment, at value (identified cost, $53,430,441)		53,430,441
Precious metals, at value (identified cost, $11,651,853)		11,819,397


Total Investments, at value (identified cost, $808,311,825)	$	791,029,944


Cash	$	3,328,066
Foreign currency — Yuan Renminbi, at value (identified cost, $17,281,665)		17,452,418
Foreign currency — other, at value (identified cost, $2,044,816)		2,058,726
Interest receivable		10,632,780
Interest receivable from affiliated investment		3,026
Receivable for investments sold		4,092,662
Receivable for variation margin on open futures contracts		291,758
Receivable for open forward foreign currency exchange contracts		6,545,897
Receivable for closed forward foreign currency exchange contracts		2,080,946
Receivable for open swap contracts		7,778,810
Receivable for closed swap contracts		49,432
Receivable for closed options		79,270
Premium paid on open swap contracts		2,762,517


Total assets	$	848,186,252





Liabilities

Payable for investments purchased	$	8,486,574
Payable for securities sold short, at value (proceeds, $26,485,185)		25,867,990
Payable for variation margin on open futures contracts		84,989
Payable for open forward commodity contracts		705,490
Payable for open forward foreign currency exchange contracts		6,735,824
Payable for closed forward foreign currency exchange contracts		444,155
Payable for open swap contracts		1,421,531
Premium received on open swap contracts		91,251
Payable to affiliates:
Investment adviser fee		433,106
Trustees’ fees		2,015
Interest payable for securities sold short		221,423
Accrued expenses		305,490


Total liabilities	$	44,799,838


Net Assets applicable to investors’ interest in Portfolio	$	803,386,414





Sources of Net Assets

Net proceeds from capital contributions and withdrawals	$	815,213,822
Net unrealized depreciation		(11,827,408	)


Total	$	803,386,414

See Notes to Consolidated Financial Statements.

Emerging Markets Local Income Portfolio

October 31, 2011

Consolidated Statement of Operations


	Year Ended
Investment Income	October 31, 2011

Interest (net of foreign taxes, $1,233,067)	$	39,171,456
Interest allocated from affiliated investment		54,051
Expenses allocated from affiliated investment		(5,492	)


Total investment income	$	39,220,015





Expenses

Investment adviser fee	$	4,375,021
Trustees’ fees and expenses		22,223
Custodian fee		1,059,748
Legal and accounting services		172,329
Interest expense on securities sold short		526,121
Miscellaneous		29,093


Total expenses	$	6,184,535


Deduct —
Reduction of custodian fee	$	409


Total expense reductions	$	409



Net expenses	$	6,184,126



Net investment income	$	33,035,889





Realized and Unrealized Gain (Loss)

Net realized gain (loss) —
Investment transactions	$	704,557
Investment transactions allocated from affiliated investment		1,870
Written options		98,189
Securities sold short		432,218
Futures contracts		(860,279	)
Swap contracts		1,020,767
Forward commodity contracts		(1,081,966	)
Foreign currency and forward foreign currency exchange contract transactions		(12,756,926	)


Net realized loss	$	(12,441,570	)


Change in unrealized appreciation (depreciation) —
Investments (including net increase of $138,395 from precious metals)	$	(35,373,873	)
Securities sold short		617,195
Futures contracts		(220,904	)
Swap contracts		5,695,885
Forward commodity contracts		(705,490	)
Foreign currency and forward foreign currency exchange contracts		(116,856	)


Net change in unrealized appreciation (depreciation)	$	(30,104,043	)



Net realized and unrealized loss	$	(42,545,613	)



Net decrease in net assets from operations	$	(9,509,724	)

See Notes to Consolidated Financial Statements.

Emerging Markets Local Income Portfolio

October 31, 2011

Consolidated Statements of Changes in Net Assets


	Year Ended October 31,

Increase (Decrease) in Net Assets	2011			2010

From operations —
Net investment income	$	33,035,889		$	8,940,269
Net realized gain (loss) from investment transactions, written options, securities sold short, futures contracts, swap contracts, forward commodity contracts, and foreign currency and forward foreign currency exchange contract transactions		(12,441,570	)		6,405,538
Net change in unrealized appreciation (depreciation) from investments, written options, securities sold short, futures contracts, swap contracts, forward commodity contracts, foreign currency and forward foreign currency exchange contracts		(30,104,043	)		14,299,069


Net increase (decrease) in net assets from operations	$	(9,509,724	)	$	29,644,876


Capital transactions —
Contributions	$	495,269,928		$	270,094,823
Withdrawals		(83,021,660	)		(15,131,692	)


Net increase in net assets from capital transactions	$	412,248,268		$	254,963,131



Net increase in net assets	$	402,738,544		$	284,608,007





Net Assets

At beginning of year	$	400,647,870		$	116,039,863


At end of year	$	803,386,414		$	400,647,870

See Notes to Consolidated Financial Statements.

Emerging Markets Local Income Portfolio

October 31, 2011

Consolidated Supplementary Data


	Year Ended October 31,
													Period Ended
Ratios/Supplemental Data	2011			2010			2009			2008			October 31, 2007⁽¹⁾

Ratios (as a percentage of average daily net assets):
Expenses⁽²⁾		0.92	%⁽³⁾		0.93	%		0.91	%		0.96	%		1.13	%⁽⁴⁾
Net investment income		4.90	%		5.30	%		5.70	%		5.51	%		5.25	%⁽⁴⁾
Portfolio Turnover		16	%		17	%		26	%		38	%		2	%⁽⁵⁾


Total Return		0.13	%		19.03	%		30.48	%		(13.13	)%		10.48	%⁽⁵⁾



Net assets, end of year (000’s omitted)	$	803,386		$	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⁾		Includes interest expense on securities sold short of 0.08%.
⁽⁴⁾		Annualized.
⁽⁵⁾		Not annualized.

See Notes to Consolidated Financial Statements.

Emerging Markets Local Income Portfolio

October 31, 2011

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 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, 2011, Eaton Vance Emerging Markets Local Income Fund, Eaton Vance Strategic Income Fund, Eaton Vance International (Cayman Islands) Strategic Income Fund and Eaton Vance International (Cayman Islands) Emerging Markets Local Income Fund held an interest of 77.9%, 18.0%, 3.5% and 0.6%, 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. (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, 2011 were $42,238,916 or 5.3% 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.

A Investment Valuation — Debt obligations (including short-term obligations with a remaining maturity of more than sixty days and excluding most seasoned, fixed-rate 30-year mortgage-backed securities as noted below) 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 obligations 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. 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 and commodities 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. Forward commodity contracts are generally valued based on the price of the underlying futures for forward contract provided by the exchange on which the underlying instruments are traded or if unavailable, based on forward rates provided by broker/dealers. Interest rate swaps and cross-currency 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 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 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 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.

Emerging Markets Local Income Portfolio

October 31, 2011

Notes to Consolidated Financial Statements — continued

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. Withholding taxes on foreign interest have been provided for in accordance with the Portfolio’s understanding of the applicable countries’ tax rules and rates.

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.

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.

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.

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 Financial and Commodities Futures Contracts — Upon entering into a financial or commodities 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, commodity or currency, and are recorded as unrealized gains or losses by the Portfolio. Gains (losses) are realized upon the expiration or closing of the financial or commodities futures contracts. Should market conditions change unexpectedly, the Portfolio may not achieve the anticipated benefits of the financial or commodities 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.

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October 31, 2011

Notes to Consolidated Financial Statements — continued

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. Unrealized and realized gains and losses on forward commodity contracts, which are entered into for the purchase or sale of a specific commodity at a fixed price on a future date, are accounted for as described above. Risks may arise upon entering these contracts from the potential inability of counterparties to meet the terms of their contracts and, in the case of forward foreign currency exchange contracts, 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. When an index option is exercised, the Portfolio is required to deliver an amount of cash determined by the excess of the strike price of the option over the value of the index (in the case of a put) or the excess of the value of the index over the strike price of the option (in the case of a call) at contract termination. 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.

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 the Portfolio’s policies on investment valuations discussed above. As the purchaser of an index option, the Portfolio has the right to receive a cash payment equal to any depreciation in the value of the index below the strike price of the option (in the case of a put) or equal to any appreciation in the value of the index over the strike price of the option (in the case of a call) as of the valuation date of the option. 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 on a security, 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 on a security, 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 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.

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 proceeds 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 may create economic 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. For financial reporting purposes, unamortized upfront payments, if any, are netted with unrealized appreciation or depreciation on swap contracts to determine the market value of swaps as presented in Notes 5 and 8. The Portfolio segregates assets in the form of

Emerging Markets Local Income Portfolio

October 31, 2011

Notes to Consolidated Financial Statements — continued

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 Repurchase Agreements — A repurchase agreement is the purchase by the Portfolio of securities from a counterparty in exchange for cash that is coupled with an agreement to resell those securities to the counterparty at a specified date and price. When a repurchase agreement is entered, the Portfolio typically receives securities with a value that equals or exceeds the repurchase price, including any accrued interest earned on the agreement. The value of such securities will be marked to market daily, and cash or additional securities will be exchanged between the parties as needed. Except in the case of a repurchase agreement entered to settle a short sale, the value of the securities delivered to the Portfolio will be at least equal to 90% of the repurchase price during the term of the repurchase agreement. The terms of a repurchase agreement entered to settle a short sale may provide that the cash purchase price paid by the Portfolio is more than the value of purchased securities that effectively collateralize the repurchase price payable by the counterparty. Since in such a transaction the Portfolio normally will have used the purchased securities to settle the short sale, the Portfolio will segregate liquid assets equal to the marked to market value of the purchased securities that it is obligated to return to the counterparty under the repurchase agreement. In the event of insolvency of the counterparty to a repurchase agreement, recovery of the repurchase price owed to the Portfolio may be delayed. Such an insolvency also may result in a loss to the extent that the value of the purchased securities decreases during the delay or that value has otherwise not been maintained at an amount at least equal to the repurchase price.

Q Securities Sold Short — A short sale is a transaction in which the Portfolio sells a security it does not own in anticipation of a decline in the market value of that security. To complete such a transaction, the Portfolio must borrow the security to make delivery to the buyer with an obligation to replace such borrowed security at a later date. Until the security is replaced, the Portfolio is required to repay the lender any interest, which accrues during the period of the loan. The proceeds received from a short sale are recorded as a liability and the Portfolio records an unrealized gain or loss to the extent of the difference between the proceeds received and the value of the open short position on the day of determination. A gain, limited to the price at which the Portfolio sold the security short, or a loss, potentially unlimited as there is no upward limit on the price of a security, is recorded when the short position is terminated. Interest payable on securities sold short is recorded as an expense.

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. The Portfolio 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, 2011, the Portfolio’s investment adviser fee totaled $4,375,021 or 0.65% of the Portfolio’s consolidated average daily net assets.

During the year ended October 31, 2011, BMR reimbursed the Portfolio $1,789 for a trading error. The effect of the loss incurred and the reimbursement by BMR 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 and including maturities, paydowns and securities sold short, for the year ended October 31, 2011 were as follows:


	Purchases		Sales


Investments (non-U.S. Government)	$	429,779,914	$	42,994,319
U.S. Government and Agency Securities		—		34,638,721



	$	429,779,914	$	77,633,040

Emerging Markets Local Income Portfolio

October 31, 2011

Notes to Consolidated Financial Statements — continued

4 Federal Income Tax Basis of Investments

The cost and unrealized appreciation (depreciation) of investments of the Portfolio at October 31, 2011, as determined on a federal income tax basis, were as follows:


Aggregate cost	$	812,960,403



Gross unrealized appreciation	$	18,333,392
Gross unrealized depreciation		(40,263,851	)



Net unrealized depreciation	$	(21,930,459	)

The net unrealized appreciation on securities sold short, futures contracts, swap contracts, forward commodity contracts, foreign currency and forward foreign currency exchange contracts at October 31, 2011 on a federal income tax basis was $5,176,009.

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 commodity contracts, forward foreign currency exchange contracts, 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, 2011 is as follows:

Forward Commodity Contracts⁽¹⁾

Sales

Net

Unrealized

Settlement Date

Deliver

In Exchange For

Counterparty

Depreciation

4/26/12

Gold
2,480 Troy Ounces

United States Dollar
3,559,658

Citigroup Global Markets

(705,490

)

(705,490

)


⁽¹⁾		Non-deliverable contracts that are settled with the counterparty in cash.

Forward Foreign Currency Exchange Contracts

Sales

Net Unrealized

Appreciation

Settlement Date

Deliver

In Exchange For

Counterparty

(Depreciation)

11/2/11

Israeli Shekel
19,627,000

United States Dollar
5,368,435

Barclays Bank PLC

(45,909

)

11/2/11

Israeli Shekel
1,500,000

United States Dollar
405,351

Deutsche Bank

(8,442

)

11/3/11

Polish Zloty
63,603,354

United States Dollar
20,410,549

Citigroup Global Markets

413,582

11/7/11

Croatian Kuna
5,469,970

Euro
725,942

Barclays Bank PLC

(4,806

)

11/7/11

Croatian Kuna
6,744,800

Polish Zloty
3,943,405

Deutsche Bank

(5,197

)

Emerging Markets Local Income Portfolio

October 31, 2011

Notes to Consolidated Financial Statements — continued

Forward Foreign Currency Exchange Contracts (continued)

Sales

Net Unrealized

Appreciation

Settlement Date

Deliver

In Exchange For

Counterparty

(Depreciation)

11/7/11

Japanese Yen
232,125,000

United States Dollar
3,024,982

Goldman Sachs, Inc.

55,604

11/9/11

New Taiwan Dollar
161,898,000

United States Dollar
5,582,690

Bank of America

172,438

11/10/11

New Taiwan Dollar
3,940,000

United States Dollar
136,261

Bank of America

4,600

11/10/11

New Taiwan Dollar
4,210,000

United States Dollar
145,624

Barclays Bank PLC

4,940

11/10/11

New Taiwan Dollar
3,940,000

United States Dollar
136,261

Credit Suisse

4,600

11/18/11

Croatian Kuna
9,410,000

Euro
1,252,579

Credit Suisse

(1,229

)

11/21/11

New Taiwan Dollar
38,898,000

United States Dollar
1,320,815

Citigroup Global Markets

21,404

11/21/11

New Taiwan Dollar
32,200,000

United States Dollar
1,093,379

Credit Suisse

17,718

11/21/11

New Taiwan Dollar
36,934,000

United States Dollar
1,288,290

Deutsche Bank

54,487

11/21/11

New Taiwan Dollar
38,902,000

United States Dollar
1,320,727

Standard Chartered Bank

21,182

11/22/11

Euro
25,651,916

United States Dollar
35,126,580

HSBC Bank USA

(360,794

)

11/22/11

Euro
11,306,814

United States Dollar
15,490,335

Nomura International PLC

(151,737

)

11/30/11

New Taiwan Dollar
35,730,000

United States Dollar
1,180,065

Credit Suisse

(13,194

)

11/30/11

New Taiwan Dollar
27,295,000

United States Dollar
946,593

Deutsche Bank

35,033

11/30/11

New Taiwan Dollar
35,730,000

United States Dollar
1,179,480

Goldman Sachs, Inc.

(13,779

)

11/30/11

New Taiwan Dollar
10,200,000

United States Dollar
342,052

Nomura International PLC

1,407

11/30/11

New Taiwan Dollar
32,139,000

United States Dollar
1,061,814

Nomura International PLC

(11,518

)

11/30/11

New Taiwan Dollar
25,000,000

United States Dollar
825,001

Standard Chartered Bank

(9,913

)

11/30/11

New Taiwan Dollar
32,141,000

United States Dollar
1,060,934

Standard Chartered Bank

(12,465

)

12/1/11

Malaysian Ringgit
796,000

United States Dollar
265,590

Citigroup Global Markets

7,261

12/1/11

Malaysian Ringgit
676,000

United States Dollar
225,604

Deutsche Bank

6,219

12/1/11

Malaysian Ringgit
795,000

United States Dollar
265,265

HSBC Bank USA

7,261

12/5/11

New Taiwan Dollar
13,778,000

United States Dollar
453,000

Barclays Bank PLC

(7,175

)

12/5/11

New Taiwan Dollar
15,912,000

United States Dollar
523,077

Standard Chartered Bank

(8,372

)

Emerging Markets Local Income Portfolio

October 31, 2011

Notes to Consolidated Financial Statements — continued

Forward Foreign Currency Exchange Contracts (continued)

Sales

Net Unrealized

Appreciation

Settlement Date

Deliver

In Exchange For

Counterparty

(Depreciation)

12/8/11

Euro
1,570,000

United States Dollar
2,184,620

Nomura International PLC

12,939

12/15/11

South African Rand
774,936

United States Dollar
104,395

Standard Bank

7,362

12/19/11

New Taiwan Dollar
23,880,000

United States Dollar
794,438

Bank of America

(3,662

)

12/19/11

New Taiwan Dollar
25,586,000

United States Dollar
850,853

Bank of America

(4,263

)

12/19/11

New Taiwan Dollar
22,825,000

United States Dollar
759,188

Barclays Bank PLC

(3,651

)

12/19/11

New Taiwan Dollar
26,106,000

United States Dollar
868,781

Barclays Bank PLC

(3,714

)

12/19/11

New Taiwan Dollar
23,880,000

United States Dollar
794,570

Standard Chartered Bank

(3,529

)

12/19/11

New Taiwan Dollar
26,012,000

United States Dollar
865,019

Standard Chartered Bank

(4,334

)

12/28/11

Malaysian Ringgit
27,943,000

United States Dollar
8,702,273

Citigroup Global Markets

(356,471

)

1/6/12

Malaysian Ringgit
3,717,000

United States Dollar
1,210,473

Nomura International PLC

5,923

1/6/12

Malaysian Ringgit
3,283,000

United States Dollar
1,069,137

Standard Chartered Bank

5,232

1/17/12

Israeli Shekel
1,856,239

United States Dollar
500,806

JPMorgan Chase Bank

(10,094

)

1/23/12

Croatian Kuna
7,734,000

Euro
1,023,828

Barclays Bank PLC

2,089

2/29/12

Israeli Shekel
5,553,000

United States Dollar
1,518,458

Deutsche Bank

(8,547

)

3/9/12

Sri Lanka Rupee
17,130,000

United States Dollar
152,402

Standard Chartered Bank

203

3/16/12

Sri Lanka Rupee
9,720,000

United States Dollar
85,942

Standard Chartered Bank

(331

)

3/23/12

Sri Lanka Rupee
14,370,000

United States Dollar
127,450

HSBC Bank USA

3/26/12

Croatian Kuna
3,104,900

Euro
408,303

Deutsche Bank

584

4/25/12

Croatian Kuna
10,310,700

��

Euro
1,353,465

Deutsche Bank

3,943

4/27/12

Sri Lanka Rupee
180,600,000

United States Dollar
1,595,406

Standard Chartered Bank

2,346

5/30/12

Croatian Kuna
2,999,000

Euro
391,821

Credit Suisse

305

7/13/12

Sri Lanka Rupee
60,920,000

United States Dollar
540,550

Standard Chartered Bank

6,612

(177,814

)

Emerging Markets Local Income Portfolio

October 31, 2011

Notes to Consolidated Financial Statements — continued

Forward Foreign Currency Exchange Contracts (continued)

Purchases

Net Unrealized

Appreciation

Settlement Date

In Exchange For

Deliver

Counterparty

(Depreciation)

11/1/11

Uganda Schilling
1,048,233,500

United States Dollar
399,577

Citigroup Global Markets

5,930

11/1/11

Uganda Schilling
404,908,100

United States Dollar
154,781

Standard Chartered Bank

1,856

11/2/11

Israeli Shekel
21,127,000

United States Dollar
5,807,511

Bank of America

20,627

11/2/11

New Turkish Lira
2,076,746

United States Dollar
1,181,497

Credit Suisse

(7,397

)

11/3/11

Polish Zloty
63,603,354

United States Dollar
19,579,299

HSBC Bank USA

417,668

11/3/11

South African Rand
42,646,000

United States Dollar
5,222,194

Deutsche Bank

151,081

11/3/11

South African Rand
77,964,046

United States Dollar
11,552,540

Nomura International PLC

(1,729,291

)

11/3/11

Swedish Krona
28,299,000

Euro
3,096,509

Nomura International PLC

57,206

11/3/11

Swedish Krona
10,942,800

Euro
1,183,568

Standard Chartered Bank

41,223

11/7/11

Hungarian Forint
422,628,574

United States Dollar
1,851,198

HSBC Bank USA

65,106

11/7/11

Polish Zloty
1,667,317

Euro
377,469

Bank of America

1,695

11/7/11

Serbian Dinar
171,873,100

Euro
1,672,080

Citigroup Global Markets

38,796

11/8/11

Indonesian Rupiah
5,128,475,000

United States Dollar
602,287

Bank of America

(23,217

)

11/8/11

Indonesian Rupiah
4,619,435,000

United States Dollar
542,251

Barclays Bank PLC

(20,658

)

11/8/11

Indonesian Rupiah
4,619,435,000

United States Dollar
542,346

BNP Paribas SA

(20,753

)

11/8/11

Indonesian Rupiah
5,132,180,000

United States Dollar
602,722

Citigroup Global Markets

(23,234

)

11/8/11

Indonesian Rupiah
5,128,475,000

United States Dollar
602,287

Credit Suisse

(23,217

)

11/8/11

Malaysian Ringgit
30,133,000

United States Dollar
9,349,364

Nomura International PLC

463,516

11/9/11

Indian Rupee
125,100,000

United States Dollar
2,703,006

Nomura International PLC

(138,317

)

11/9/11

Indonesian Rupiah
23,130,000,000

United States Dollar
2,692,666

Standard Chartered Bank

(81,187

)

11/9/11

Romanian Leu
6,740,000

Euro
1,556,402

Standard Bank

(5,819

)

11/9/11

Singapore Dollar
4,450,000

United States Dollar
3,684,995

Goldman Sachs, Inc.

(138,620

)

11/10/11

New Turkish Lira
1,732,800

United States Dollar
979,594

Bank of America

(1,702

)

Emerging Markets Local Income Portfolio

October 31, 2011

Notes to Consolidated Financial Statements — continued

Forward Foreign Currency Exchange Contracts (continued)

Purchases

Net Unrealized

Appreciation

Settlement Date

In Exchange For

Deliver

Counterparty

(Depreciation)

11/14/11

Indian Rupee
22,400,000

United States Dollar
482,057

Goldman Sachs, Inc.

(23,389

)

11/14/11

Malaysian Ringgit
68,545,000

United States Dollar
21,683,222

Credit Suisse

618,569

11/14/11

Malaysian Ringgit
68,638,000

United States Dollar
21,712,641

State Street Bank and Trust Co.

619,408

11/14/11

Mexican Peso
357,090,676

United States Dollar
26,316,072

HSBC Bank USA

451,184

11/14/11

Polish Zloty
114,928,112

United States Dollar
35,973,492

State Street Bank and Trust Co.

115,652

11/14/11

Russian Ruble
175,521,000

United States Dollar
5,527,785

Nomura International PLC

246,597

11/14/11

South Korean Won
1,257,000,000

United States Dollar
1,063,137

Credit Suisse

67,950

11/14/11

South Korean Won
1,257,000,000

United States Dollar
1,063,137

Standard Chartered Bank

67,950

11/14/11

South Korean Won
1,244,000,000

United States Dollar
1,052,186

State Street Bank and Trust Co.

67,203

11/14/11

Yuan Renminbi
15,300,000

United States Dollar
2,403,544

Goldman Sachs, Inc.

4,259

11/15/11

Indonesian Rupiah
6,970,000,000

United States Dollar
809,336

Citigroup Global Markets

(22,738

)

11/15/11

Indonesian Rupiah
5,345,513,000

United States Dollar
622,367

Credit Suisse

(19,101

)

11/15/11

Indonesian Rupiah
3,155,000,000

United States Dollar
366,818

Deutsche Bank

(10,761

)

11/15/11

Indonesian Rupiah
6,004,487,000

United States Dollar
699,253

Nomura International PLC

(21,618

)

11/15/11

South Korean Won
820,424,000

United States Dollar
700,738

BNP Paribas SA

37,332

11/15/11

South Korean Won
885,507,000

United States Dollar
757,666

Goldman Sachs, Inc.

38,954

11/15/11

South Korean Won
819,955,000

United States Dollar
700,188

HSBC Bank USA

37,460

11/15/11

South Korean Won
1,002,714,000

United States Dollar
856,398

Standard Chartered Bank

45,664

11/16/11

South African Rand
19,119,861

United States Dollar
2,365,061

Credit Suisse

39,314

11/17/11

New Turkish Lira
21,453,805

United States Dollar
11,604,179

Standard Bank

484,125

11/17/11

Thai Baht
137,290,000

United States Dollar
4,439,450

Goldman Sachs, Inc.

19,465

11/21/11

Chilean Peso
272,965,000

United States Dollar
532,719

State Street Bank and Trust Co.

23,324

11/21/11

Indian Rupee
224,033,000

United States Dollar
4,450,663

Bank of America

128,932

Emerging Markets Local Income Portfolio

October 31, 2011

Notes to Consolidated Financial Statements — continued

Forward Foreign Currency Exchange Contracts (continued)

Purchases

Net Unrealized

Appreciation

Settlement Date

In Exchange For

Deliver

Counterparty

(Depreciation)

11/21/11

Indian Rupee
37,500,000

United States Dollar
763,398

Standard Chartered Bank

3,163

11/21/11

Philippine Peso
51,300,000

United States Dollar
1,186,978

BNP Paribas SA

17,601

11/21/11

Polish Zloty
68,199,923

Euro
15,827,137

Standard Chartered Bank

(496,732

)

11/21/11

Swedish Krona
47,394,000

Euro
5,173,086

Nomura International PLC

107,828

11/25/11

Indonesian Rupiah
10,629,000,000

United States Dollar
1,236,649

Citigroup Global Markets

(37,996

)

11/25/11

Indonesian Rupiah
22,000,000,000

United States Dollar
2,339,430

HSBC Bank USA

141,554

11/25/11

Serbian Dinar
248,636,100

Euro
2,475,715

JPMorgan Chase Bank

(36,901

)

11/25/11

Thai Baht
331,700,000

United States Dollar
10,691,378

BNP Paribas SA

74,141

11/28/11

Yuan Renminbi
4,545,800

United States Dollar
700,000

Barclays Bank PLC

15,459

11/28/11

Yuan Renminbi
4,547,550

United States Dollar
700,000

JPMorgan Chase Bank

15,734

11/28/11

Yuan Renminbi
9,093,000

United States Dollar
1,400,000

Standard Chartered Bank

31,138

11/30/11

Indian Rupee
16,760,000

United States Dollar
335,671

BNP Paribas SA

6,186

11/30/11

Indian Rupee
14,994,000

United States Dollar
300,241

Citigroup Global Markets

5,594

11/30/11

Indian Rupee
17,841,000

United States Dollar
357,250

Goldman Sachs, Inc.

6,656

11/30/11

Indian Rupee
19,605,000

United States Dollar
392,612

Standard Chartered Bank

7,275

11/30/11

Norwegian Krone
14,564,882

Euro
1,891,236

Nomura International PLC

(4,532

)

12/1/11

Norwegian Krone
24,901,000

Euro
3,238,962

Credit Suisse

(15,660

)

12/1/11

South Korean Won
2,441,000,000

United States Dollar
2,154,362

Credit Suisse

33,424

12/1/11

South Korean Won
2,441,000,000

United States Dollar
2,155,694

Goldman Sachs, Inc.

32,092

12/1/11

South Korean Won
2,025,000,000

United States Dollar
1,788,316

Nomura International PLC

26,623

12/5/11

Polish Zloty
63,603,354

United States Dollar
20,339,405

Citigroup Global Markets

(413,730

)

12/5/11

Serbian Dinar
371,831,100

Euro
3,596,045

JPMorgan Chase Bank

80,531

12/7/11

Philippine Peso
73,370,000

United States Dollar
1,739,986

Deutsche Bank

(15,814

)

Emerging Markets Local Income Portfolio

October 31, 2011

Notes to Consolidated Financial Statements — continued

Forward Foreign Currency Exchange Contracts (continued)

Purchases

Net Unrealized

Appreciation

Settlement Date

In Exchange For

Deliver

Counterparty

(Depreciation)

12/8/11

Mexican Peso
134,929,439

United States Dollar
10,237,827

Standard Chartered Bank

(146,088

)

12/8/11

Russian Ruble
50,460,000

United States Dollar
1,563,803

HSBC Bank USA

90,007

12/12/11

Singapore Dollar
6,734,000

United States Dollar
5,330,484

Standard Chartered Bank

36,119

12/13/11

Indian Rupee
13,754,000

United States Dollar
278,149

Goldman Sachs, Inc.

1,788

12/13/11

Indian Rupee
18,289,000

United States Dollar
369,824

Nomura International PLC

2,415

12/13/11

Indian Rupee
17,997,000

United States Dollar
364,066

State Street Bank and Trust Co.

2,229

12/13/11

Mexican Peso
217,378,684

United States Dollar
16,856,874

HSBC Bank USA

(606,202

)

12/22/11

Indonesian Rupiah
5,149,764,000

United States Dollar
570,295

Bank of America

8,729

12/22/11

Indonesian Rupiah
5,581,236,000

United States Dollar
618,077

Barclays Bank PLC

9,460

12/22/11

Indonesian Rupiah
1,071,000,000

United States Dollar
119,238

Citigroup Global Markets

1,181

12/22/11

Indonesian Rupiah
7,843,000,000

United States Dollar
849,637

HSBC Bank USA

32,206

12/30/11

Yuan Renminbi
6,600,000

United States Dollar
1,020,882

Bank of America

17,201

1/12/12

Ghanaian Cedi
1,977,700

United States Dollar
1,211,826

Standard Bank

4,502

1/19/12

Yuan Renminbi
780,000

United States Dollar
123,223

Barclays Bank PLC

(588

)

1/20/12

Malaysian Ringgit
56,240,000

United States Dollar
17,950,273

Bank of America

261,376

1/30/12

Yuan Renminbi
4,190,000

United States Dollar
648,828

Bank of America

9,806

1/30/12

Yuan Renminbi
14,416,000

United States Dollar
2,234,935

Barclays Bank PLC

31,144

2/2/12

Brazilian Real
27,040,000

United States Dollar
15,360,145

State Street Bank and Trust Co.

71,684

4/3/12

Brazilian Real
12,442,000

United States Dollar
7,392,751

Deutsche Bank

(362,578

)

4/3/12

Brazilian Real
12,441,000

United States Dollar
7,396,552

Nomura International PLC

(366,944

)

4/3/12

Brazilian Real
15,401,000

United States Dollar
9,178,188

Standard Chartered Bank

(476,075

)

4/25/12

Zambian Kwacha
2,918,500,062

United States Dollar
542,472

Standard Bank

12,029

4/26/12

Uganda Schilling
731,556,000

United States Dollar
239,854

Barclays Bank PLC

20,974

Emerging Markets Local Income Portfolio

October 31, 2011

Notes to Consolidated Financial Statements — continued

Forward Foreign Currency Exchange Contracts (continued)

Purchases

Net Unrealized

Appreciation

Settlement Date

In Exchange For

Deliver

Counterparty

(Depreciation)

4/26/12

Uganda Schilling
431,117,000

United States Dollar
141,118

Citigroup Global Markets

12,592

5/9/12

Zambian Kwacha
691,500,000

United States Dollar
135,641

Standard Bank

(4,881

)

5/10/12

Thai Baht
615,825,000

United States Dollar
20,157,938

Standard Chartered Bank

(356,768

)

6/18/12

Yuan Renminbi
1,990,000

United States Dollar
299,248

Goldman Sachs, Inc.

13,318

7/25/12

Uganda Schilling
795,760,000

United States Dollar
244,038

Standard Chartered Bank

29,902

10/25/12

Uganda Schilling
690,620,000

United States Dollar
203,375

Standard Chartered Bank

17,402

10/29/12

Uganda Schilling
843,108,000

United States Dollar
270,270

Citigroup Global Markets

(1,623

)

10/29/12

Uganda Schilling
848,592,000

United States Dollar
268,919

Standard Chartered Bank

1,476

10/31/12

Uganda Schilling
622,159,200

United States Dollar
201,216

Standard Bank

(3,293

)

11/13/12

Yuan Renminbi
10,940,000

United States Dollar
1,743,426

Bank of America

(25,274

)

(12,113

)


Futures Contracts
Sales
									Net Unrealized
									Appreciation
Expiration Month/Year	Contracts	Position	Aggregate Cost			Value			(Depreciation)

12/11	41 Euro-Bobl	Long	$	6,927,688		$	6,940,556		$	12,868
12/11	19 Euro-Bobl	Short		(3,211,097	)		(3,216,355	)		(5,258	)
12/11	106 Euro-Bund	Long		19,982,848			19,869,683			(113,165	)
12/11	29 Euro-Buxl	Long		4,784,099			4,832,130			48,031
12/11	8 Japan 10-Year Bond	Short		(14,605,781	)		(14,536,710	)		69,071
12/11	19 U.S. 5-Year Treasury Note	Short		(2,324,828	)		(2,329,578	)		(4,750	)
12/11	7 U.S. 10-Year Treasury Note	Short		(901,303	)		(903,438	)		(2,135	)
12/11	74 U.S. 30-Year Treasury Bond	Short		(10,031,521	)		(10,288,312	)		(256,791	)

Emerging Markets Local Income Portfolio

October 31, 2011

Notes to Consolidated Financial Statements — continued


Futures Contracts (continued)
Sales
									Net Unrealized
									Appreciation
Expiration Month/Year	Contracts	Position	Aggregate Cost			Value			(Depreciation)

12/11	3 U.S. Ultra-Long Treasury Bond	Short	$	(434,813	)	$	(457,126	)	$	(22,313	)
1/12	22 Platinum	Long		1,715,435			1,768,360			52,925



									$	(221,517	)

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.

Euro-Buxl: Long-term debt securities issued by the Federal Republic of Germany with a term to maturity of 24 to 35 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

Notional

Portfolio

Net Unrealized

Amount

Pays/Receives

Floating

Annual

Termination

Appreciation

Counterparty

(000’s omitted)

Floating Rate

Rate Index

Fixed Rate

Date

(Depreciation)

Bank of America

ILS

640

Receives

3-month ILS TELBOR

4.20

11/19/14

(12,285

)

Bank of America

ILS

600

Receives

3-month ILS TELBOR

4.54

1/6/15

(13,591

)

Bank of America

MXN

26,000

Pays

Mexican Interbank Deposit Rate

6.46

9/24/20

21,614

Bank of America

PLN

10,700

Pays

6-month PLN WIBOR

4.88

9/14/14

16,624

Bank of America

PLN

3,600

Pays

6-month PLN WIBOR

4.95

9/14/20

3,656

Bank of America

PLN

8,765

Pays

6-month PLN WIBOR

5.45

6/7/21

118,854

Barclays Bank PLC

ILS

303

Receives

3-month ILS TELBOR

5.15

3/5/20

(7,731

)

Barclays Bank PLC

ILS

303

Receives

3-month ILS TELBOR

5.16

3/8/20

(7,779

)

Barclays Bank PLC

MXN

48,400

Pays

Mexican Interbank Deposit Rate

7.11

5/21/21

187,900

Barclays Bank PLC

MYR

26,000

Pays

3-month MYR KLIBOR

3.39

11/23/13

32,853

Barclays Bank PLC

MYR

18,000

Pays

3-month MYR KLIBOR

3.70

10/19/15

71,922

Barclays Bank PLC

MYR

21,700

Pays

3-month MYR KLIBOR

3.96

7/26/16

155,461

Barclays Bank PLC

MYR

10,000

Pays

3-month MYR KLIBOR

4.13

10/19/20

76,024

Barclays Bank PLC

PLN

8,000

Pays

6-month PLN WIBOR

5.42

6/1/14

56,463

Barclays Bank PLC

PLN

14,300

Pays

6-month PLN WIBOR

5.02

7/30/14

42,429

Barclays Bank PLC

PLN

24,000

Pays

6-month PLN WIBOR

5.18

11/9/14

334,503

Barclays Bank PLC

PLN

2,300

Pays

6-month PLN WIBOR

5.36

7/30/20

24,384

Barclays Bank PLC

THB

143,000

Pays

6-month THBFIX

3.34

2/16/15

46,196

Barclays Bank PLC

THB

149,550

Pays

6-month THBFIX

3.21

10/4/20

(141,667

)

Barclays Bank PLC

ZAR

53,700

Pays

3-month JIBAR

7.41

9/24/20

12,866

Citigroup Global Markets

MXN

50,000

Pays

Mexican Interbank Deposit Rate

9.08

8/6/13

291,030

Citigroup Global Markets

MXN

48,000

Pays

Mexican Interbank Deposit Rate

6.86

11/10/20

133,709

Citigroup Global Markets

MYR

37,000

Pays

3-month MYR KLIBOR

3.48

3/4/13

51,417

Citigroup Global Markets

THB

69,000

Pays

6-month THBFIX

3.40

1/14/15

21,683

Credit Suisse

MXN

42,000

Pays

Mexican Interbank Deposit Rate

6.24

7/31/15

113,838

Credit Suisse

MXN

45,000

Pays

Mexican Interbank Deposit Rate

5.84

10/1/15

75,528

Credit Suisse

MXN

41,500

Pays

Mexican Interbank Deposit Rate

6.36

10/23/20

9,968

Credit Suisse

PLN

10,000

Pays

6-month PLN WIBOR

5.17

6/15/12

16,474

Deutsche Bank

MXN

85,500

Pays

Mexican Interbank Deposit Rate

6.38

6/17/16

256,243

Deutsche Bank

MYR

10,800

Pays

3-month MYR KLIBOR

4.38

11/23/20

155,081

Emerging Markets Local Income Portfolio

October 31, 2011

Notes to Consolidated Financial Statements — continued

Interest Rate Swaps (continued)

Notional

Portfolio

Net Unrealized

Amount

Pays/Receives

Floating

Annual

Termination

Appreciation

Counterparty

(000’s omitted)

Floating Rate

Rate Index

Fixed Rate

Date

(Depreciation)

Deutsche Bank

PLN

5,400

Pays

6-month PLN WIBOR

4.85

4/23/14

50,153

Deutsche Bank

PLN

3,100

Pays

6-month PLN WIBOR

5.11

4/23/17

40,604

Goldman Sachs, Inc.

PLN

17,000

Pays

6-month PLN WIBOR

5.32

7/11/18

146,310

Goldman Sachs, Inc.

PLN

11,000

Pays

6-month PLN WIBOR

5.54

5/10/21

175,471

Goldman Sachs, Inc.

ZAR

31,560

Pays

3-month JIBAR

8.07

7/7/21

169,683

HSBC Bank USA

MXN

44,030

Pays

Mexican Interbank Deposit Rate

7.28

12/23/20

220,918

HSBC Bank USA

THB

262,000

Pays

6-month THBFIX

2.67

10/21/15

(151,973

)

HSBC Bank USA

THB

94,300

Pays

6-month THBFIX

3.26

8/19/20

(82,225

)

HSBC Bank USA

THB

159,000

Pays

6-month THBFIX

3.50

11/25/20

(37,333

)

JPMorgan Chase Bank

BRL

41,183

Pays

Brazilian Interbank Deposit Rate

12.62

1/2/13

653,379

JPMorgan Chase Bank

MXN

50,500

Pays

Mexican Interbank Deposit Rate

5.31

9/19/12

20,445

JPMorgan Chase Bank

MYR

27,300

Pays

3-month MYR KLIBOR

3.25

9/8/14

(5,171

)

JPMorgan Chase Bank

MYR

4,750

Pays

3-month MYR KLIBOR

4.44

4/8/19

73,542

JPMorgan Chase Bank

PLN

16,600

Pays

6-month PLN WIBOR

4.75

10/11/13

1,761

JPMorgan Chase Bank

PLN

31,500

Pays

6-month PLN WIBOR

5.06

11/26/13

385,430

JPMorgan Chase Bank

PLN

16,200

Pays

6-month PLN WIBOR

4.93

10/13/17

23,292

JPMorgan Chase Bank

PLN

9,900

Pays

6-month PLN WIBOR

4.91

10/11/18

7,012

JPMorgan Chase Bank

PLN

15,099

Pays

6-month PLN WIBOR

5.62

4/8/21

397,844

JPMorgan Chase Bank

THB

108,000

Pays

6-month THBFIX

3.22

10/21/20

(103,744

)

JPMorgan Chase Bank

ZAR

36,500

Pays

3-month JIBAR

9.05

10/12/15

460,868

Morgan Stanley

MXN

118,400

Pays

Mexican Interbank Deposit Rate

4.82

9/4/14

(31,216

)

Morgan Stanley

PLN

32,000

Pays

6-month PLN WIBOR

4.87

10/26/16

34,090

Standard Bank

ZAR

62,500

Pays

3-month JIBAR

7.98

5/20/19

382,797

Standard Bank

ZAR

22,000

Pays

3-month JIBAR

7.93

6/2/21

98,522

Standard Chartered Bank

BRL

19,000

Pays

Brazilian Interbank Deposit Rate

12.12

1/2/13

274,036

5,348,162

BRL - Brazilian Real

ILS - Israeli Shekel

MXN - Mexican Peso

MYR - Malaysian Ringgit

PLN - Polish Zloty

THB - Thai Baht

ZAR - South African Rand


Credit Default Swaps — Sell Protection
									Current
									Market
		Notional							Annual						Upfront			Net Unrealized
		Amount*		Contract Annual			Termination		Fixed			Market			Payments			Appreciation
Reference Entity	Counterparty	(000’s omitted)		Fixed Rate**			Date		Rate***			Value			Received (Paid)			(Depreciation)


Argentina	Bank of America	$	667		5.00	%⁽¹⁾		6/20/13		7.01	%	$	(16,866	)	$	(9,499	)	$	(26,365	)
Argentina	Bank of America		760		5.00	⁽¹⁾		6/20/13		7.01			(19,210	)		(8,202	)		(27,412	)
Argentina	Bank of America		695		5.00	⁽¹⁾		6/20/13		7.01			(17,559	)		(10,217	)		(27,776	)
Argentina	Bank of America		1,520		5.00	⁽¹⁾		6/20/13		7.01			(38,419	)		(15,931	)		(54,350	)
Argentina	Bank of America		4,959		5.00	⁽¹⁾		6/20/13		7.01			(125,342	)		(22,787	)		(148,129	)
Argentina	Credit Suisse		379		5.00	⁽¹⁾		6/20/13		7.01			(9,579	)		(2,912	)		(12,491	)
Argentina	Credit Suisse		826		5.00	⁽¹⁾		6/20/13		7.01			(20,878	)		(3,796	)		(24,674	)
Argentina	Credit Suisse		734		5.00	⁽¹⁾		6/20/13		7.01			(18,552	)		(7,943	)		(26,495	)
Argentina	Credit Suisse		763		5.00	⁽¹⁾		6/20/13		7.01			(19,285	)		(8,257	)		(27,542	)

Emerging Markets Local Income Portfolio

October 31, 2011

Notes to Consolidated Financial Statements — continued


Credit Default Swaps — Sell Protection (continued)
									Current
				Contract					Market
		Notional		Annual					Annual						Upfront			Net Unrealized
Reference		Amount*		Fixed			Termination		Fixed			Market			Payments			Appreciation
Entity	Counterparty	(000’s omitted)		Rate**			Date		Rate***			Value			Received (Paid)			(Depreciation)


Argentina	Deutsche Bank	$	668		5.00	%⁽¹⁾		6/20/13		7.01	%	$	(16,884	)	$	(7,225	)	$	(24,109	)
Argentina	Deutsche Bank		734		5.00	⁽¹⁾		6/20/13		7.01			(18,552	)		(7,943	)		(26,495	)
Argentina	Deutsche Bank		695		5.00	⁽¹⁾		6/20/13		7.01			(17,562	)		(10,217	)		(27,779	)
Argentina	Deutsche Bank		1,500		5.00	⁽¹⁾		6/20/13		7.01			(37,914	)		(15,093	)		(53,007	)
Iceland	JPMorgan Chase Bank		500		1.75			3/20/18		2.94			(30,868	)		—			(30,868	)
Iceland	JPMorgan Chase Bank		200		2.10			3/20/23		2.94			(12,744	)		—			(12,744	)
Iceland	JPMorgan Chase Bank		200		2.45			3/20/23		2.94			(7,133	)		—			(7,133	)
South Africa	Bank of America		525		1.00	⁽¹⁾		12/20/15		1.43			(8,418	)		3,672			(4,746	)
South Africa	Bank of America		775		1.00	⁽¹⁾		12/20/15		1.43			(12,428	)		5,172			(7,256	)
South Africa	Barclays Bank PLC		565		1.00	⁽¹⁾		12/20/15		1.43			(9,060	)		4,425			(4,635	)
South Africa	Barclays Bank PLC		750		1.00	⁽¹⁾		12/20/15		1.43			(12,027	)		5,825			(6,202	)
South Africa	Credit Suisse		840		1.00	⁽¹⁾		12/20/15		1.43			(13,470	)		14,642			1,172
South Africa	Credit Suisse		790		1.00	⁽¹⁾		12/20/15		1.43			(12,668	)		6,744			(5,924	)
South Africa	Credit Suisse		775		1.00	⁽¹⁾		12/20/15		1.43			(12,428	)		6,078			(6,350	)
South Africa	Deutsche Bank		500		1.00	⁽¹⁾		9/20/15		1.40			(6,913	)		9,273			2,360
South Africa	Deutsche Bank		610		1.00	⁽¹⁾		12/20/15		1.43			(9,781	)		4,777			(5,004	)
South Africa	Goldman Sachs, Inc.		820		1.00	⁽¹⁾		12/20/15		1.43			(13,149	)		7,000			(6,149	)
South Africa	Goldman Sachs, Inc.		815		1.00	⁽¹⁾		12/20/15		1.43			(13,069	)		6,700			(6,369	)
South Africa	JPMorgan Chase Bank		1,500		1.00	⁽¹⁾		9/20/15		1.40			(20,737	)		16,943			(3,794	)



												$	(571,495	)	$	(38,771	)	$	(610,266	)


Credit Default Swaps — Buy Protection
		Notional		Contract								Upfront			Net Unrealized
		Amount		Annual			Termination		Market			Payments			Appreciation
Reference Entity	Counterparty	(000’s omitted)		Fixed Rate**			Date		Value			Received (Paid)			(Depreciation)


Austria	Barclays Bank PLC	$	300		0.44	%		12/20/13	$	2,271		$	—		$	2,271
Austria	Barclays Bank PLC		200		1.42			3/20/14		(2,951	)		—			(2,951	)
Brazil	Bank of America		350		1.00	⁽¹⁾		6/20/20		14,990			(11,085	)		3,905
Brazil	Bank of America		825		1.00	⁽¹⁾		6/20/20		35,329			(32,967	)		2,362
Brazil	Bank of America		2,900		1.00	⁽¹⁾		12/20/20		134,528			(84,467	)		50,061
Brazil	Bank of America		883		1.00	⁽¹⁾		12/20/20		40,961			(30,069	)		10,892
Brazil	Bank of America		387		1.00	⁽¹⁾		12/20/20		17,953			(12,891	)		5,062
Brazil	Bank of America		120		1.00	⁽¹⁾		12/20/20		5,567			(3,824	)		1,743
Brazil	Barclays Bank PLC		450		1.65			9/20/19		(4,145	)		—			(4,145	)
Brazil	Barclays Bank PLC		770		1.00	⁽¹⁾		12/20/20		35,719			(26,832	)		8,887
Brazil	Citigroup Global Markets		190		1.00	⁽¹⁾		12/20/20		8,813			(6,125	)		2,688
Brazil	Deutsche Bank		1,600		1.00	⁽¹⁾		12/20/20		74,221			(34,776	)		39,445
Brazil	Deutsche Bank		190		1.00	⁽¹⁾		12/20/20		8,812			(6,832	)		1,980
Brazil	HSBC Bank USA		160		1.00	⁽¹⁾		12/20/20		7,422			(5,158	)		2,264
Brazil	Standard Chartered Bank		800		1.00	⁽¹⁾		12/20/20		37,110			(21,717	)		15,393
Brazil	Standard Chartered Bank		150		1.00	⁽¹⁾		12/20/20		6,957			(4,835	)		2,122
China	Barclays Bank PLC		1,648		1.00	⁽¹⁾		12/20/16		21,085			(35,868	)		(14,783	)
China	Credit Suisse		1,000		1.00	⁽¹⁾		12/20/16		12,794			(21,530	)		(8,736	)
China	Deutsche Bank		703		1.00	⁽¹⁾		12/20/16		8,995			(15,301	)		(6,306	)
China	Deutsche Bank		1,393		1.00	⁽¹⁾		12/20/16		17,823			(26,725	)		(8,902	)
Colombia	Bank of America		950		1.00	⁽¹⁾		9/20/21		50,089			(42,182	)		7,907
Colombia	Goldman Sachs, Inc.		740		1.00	⁽¹⁾		9/20/21		39,017			(32,281	)		6,736

Emerging Markets Local Income Portfolio

October 31, 2011

Notes to Consolidated Financial Statements — continued


Credit Default Swaps — Buy Protection (continued)
			Notional		Contract								Upfront			Net Unrealized
			Amount		Annual			Termination		Market			Payments			Appreciation
Reference Entity	Counterparty		(000’s omitted)		Fixed Rate**			Date		Value			Received (Paid)			(Depreciation)


Colombia	HSBC Bank USA		$	2,100		1.00	%⁽¹⁾		9/20/21	$	110,723		$	(89,556	)	$	21,167
Colombia	Morgan Stanley			1,100		1.00	⁽¹⁾		9/20/21		57,998			(48,843	)		9,155
Egypt	Bank of America			550		1.00	⁽¹⁾		9/20/15		55,852			(20,473	)		35,379
Egypt	Barclays Bank PLC			125		1.00	⁽¹⁾		6/20/15		11,753			(3,704	)		8,049
Egypt	Citigroup Global Markets			650		1.00	⁽¹⁾		12/20/15		70,742			(36,186	)		34,556
Egypt	Citigroup Global Markets			100		1.00	⁽¹⁾		6/20/20		22,087			(9,576	)		12,511
Egypt	Citigroup Global Markets			100		1.00	⁽¹⁾		6/20/20		22,087			(10,059	)		12,028
Egypt	Credit Suisse			1,085		1.00	⁽¹⁾		12/20/15		118,084			(60,407	)		57,677
Egypt	Credit Suisse			375		1.00	⁽¹⁾		12/20/15		40,812			(19,558	)		21,254
Egypt	Deutsche Bank			250		1.00	⁽¹⁾		6/20/15		23,505			(7,327	)		16,178
Egypt	Deutsche Bank			150		1.00	⁽¹⁾		6/20/15		14,104			(5,932	)		8,172
Egypt	Deutsche Bank			100		1.00	⁽¹⁾		6/20/15		9,401			(4,447	)		4,954
Egypt	Deutsche Bank			100		1.00	⁽¹⁾		6/20/15		9,401			(4,593	)		4,808
Egypt	Deutsche Bank			125		1.00	⁽¹⁾		9/20/15		12,694			(5,970	)		6,724
Egypt	Deutsche Bank			1,400		1.00	⁽¹⁾		12/20/15		152,367			(58,475	)	��	93,892
Egypt	Deutsche Bank			930		1.00	⁽¹⁾		12/20/15		101,215			(47,097	)		54,118
Egypt	Deutsche Bank			100		1.00	⁽¹⁾		6/20/20		22,086			(9,634	)		12,452
Egypt	Deutsche Bank			50		1.00	⁽¹⁾		6/20/20		11,043			(4,810	)		6,233
Egypt	JPMorgan Chase Bank			100		1.00	⁽¹⁾		6/20/15		9,402			(4,507	)		4,895
Greece	Citigroup Global Markets			225		1.00	⁽¹⁾		6/20/15		155,340			(31,259	)		124,081
Guatemala	Citigroup Global Markets			458		1.00	⁽¹⁾		9/20/20		39,065			(31,260	)		7,805
Lebanon	Barclays Bank PLC			200		1.00	⁽¹⁾		12/20/14		15,478			(9,660	)		5,818
Lebanon	Citigroup Global Markets			250		3.30			9/20/14		1,322			—			1,322
Lebanon	Citigroup Global Markets			200		1.00	⁽¹⁾		12/20/14		15,478			(9,806	)		5,672
Lebanon	Citigroup Global Markets			150		1.00	⁽¹⁾		12/20/14		11,607			(7,099	)		4,508
Lebanon	Citigroup Global Markets			100		1.00	⁽¹⁾		12/20/14		7,738			(4,830	)		2,908
Lebanon	Credit Suisse			300		1.00	⁽¹⁾		3/20/15		25,452			(14,330	)		11,122
Lebanon	Credit Suisse			100		1.00	⁽¹⁾		3/20/15		8,484			(4,805	)		3,679
Lebanon	Credit Suisse			1,000		1.00	⁽¹⁾		12/20/15		106,721			(70,500	)		36,221
Lebanon	Credit Suisse			840		1.00	⁽¹⁾		12/20/15		89,646			(62,075	)		27,571
Lebanon	Credit Suisse			350		1.00	⁽¹⁾		12/20/15		37,354			(24,621	)		12,733
Lebanon	Deutsche Bank			100		1.00	⁽¹⁾		3/20/15		8,485			(4,436	)		4,049
Lebanon	Deutsche Bank			1,140		1.00	⁽¹⁾		12/20/15		121,662			(83,457	)		38,205
Lebanon	Deutsche Bank			865		1.00	⁽¹⁾		12/20/15		92,314			(63,586	)		28,728
Philippines	Bank of America			700		1.00	⁽¹⁾		12/20/15		10,770			(12,561	)		(1,791	)
Philippines	Barclays Bank PLC			100		1.85			12/20/14		(2,314	)		—			(2,314	)
Philippines	Barclays Bank PLC			142		1.00	⁽¹⁾		3/20/15		980			(2,793	)		(1,813	)
Philippines	Citigroup Global Markets			200		1.84			12/20/14		(4,563	)		—			(4,563	)
Philippines	Deutsche Bank			150		1.00	⁽¹⁾		3/20/15		1,036			(3,205	)		(2,169	)
Philippines	HSBC Bank USA	��		600		1.00	⁽¹⁾		9/20/15		7,570			(12,080	)		(4,510	)
Philippines	JPMorgan Chase Bank			142		1.00	⁽¹⁾		3/20/15		980			(2,793	)		(1,813	)
Philippines	Standard Chartered Bank			4,900		1.00	⁽¹⁾		3/20/16		93,591			(75,013	)		18,578
South Africa	Bank of America			300		1.00	⁽¹⁾		12/20/19		16,750			(11,323	)		5,427
South Africa	Bank of America			775		1.00	⁽¹⁾		12/20/20		50,212			(27,279	)		22,933
South Africa	Bank of America			525		1.00	⁽¹⁾		12/20/20		34,015			(20,270	)		13,745
South Africa	Barclays Bank PLC			300		1.00	⁽¹⁾		12/20/19		16,751			(13,089	)		3,662
South Africa	Barclays Bank PLC			100		1.00	⁽¹⁾		3/20/20		5,812			(3,351	)		2,461
South Africa	Barclays Bank PLC			750		1.00	⁽¹⁾		12/20/20		48,594			(27,878	)		20,716
South Africa	Barclays Bank PLC			565		1.00	⁽¹⁾		12/20/20		36,607			(19,814	)		16,793
South Africa	Citigroup Global Markets			150		1.00	⁽¹⁾		12/20/19		8,374			(7,440	)		934

Emerging Markets Local Income Portfolio

October 31, 2011

Notes to Consolidated Financial Statements — continued


Credit Default Swaps — Buy Protection (continued)
		Notional		Contract								Upfront			Net Unrealized
		Amount		Annual			Termination		Market			Payments			Appreciation
Reference Entity	Counterparty	(000’s omitted)		Fixed Rate**			Date		Value			Received (Paid)			(Depreciation)


South Africa	Citigroup Global Markets	$	100		1.00	%⁽¹⁾		3/20/20	$	5,813		$	(5,230	)	$	583
South Africa	Credit Suisse		100		1.00	⁽¹⁾		3/20/20		5,813			(3,675	)		2,138
South Africa	Credit Suisse		100		1.00	⁽¹⁾		3/20/20		5,813			(4,471	)		1,342
South Africa	Credit Suisse		775		1.00	⁽¹⁾		12/20/20		50,213			(29,004	)		21,209
South Africa	Credit Suisse		790		1.00	⁽¹⁾		12/20/20		51,186			(31,070	)		20,116
South Africa	Credit Suisse		840		1.00	⁽¹⁾		12/20/20		54,425			(40,603	)		13,822
South Africa	Deutsche Bank		500		1.00	⁽¹⁾		9/20/20		31,311			(25,270	)		6,041
South Africa	Deutsche Bank		610		1.00	⁽¹⁾		12/20/20		39,522			(22,294	)		17,228
South Africa	Goldman Sachs, Inc.		815		1.00	⁽¹⁾		12/20/20		52,805			(30,388	)		22,417
South Africa	Goldman Sachs, Inc.		820		1.00	⁽¹⁾		12/20/20		53,130			(31,071	)		22,059
South Africa	JPMorgan Chase Bank		100		1.00	⁽¹⁾		12/20/19		5,582			(5,172	)		410
South Africa	JPMorgan Chase Bank		100		1.00	⁽¹⁾		12/20/19		5,583			(6,208	)		(625	)
South Africa	JPMorgan Chase Bank		100		1.00	⁽¹⁾		3/20/20		5,812			(3,610	)		2,202
South Africa	JPMorgan Chase Bank		100		1.00	⁽¹⁾		3/20/20		5,812			(3,739	)		2,073
South Africa	JPMorgan Chase Bank		100		1.00	⁽¹⁾		3/20/20		5,812			(5,167	)		645
Spain	Barclays Bank PLC		167		1.00	⁽¹⁾		9/20/20		25,117			(14,484	)		10,633
Spain	Barclays Bank PLC		700		1.00	⁽¹⁾		12/20/20		106,981			(65,108	)		41,873
Spain	Barclays Bank PLC		690		1.00	⁽¹⁾		12/20/20		105,453			(65,386	)		40,067
Spain	Barclays Bank PLC		300		1.00	⁽¹⁾		12/20/20		45,850			(28,006	)		17,844
Spain	Citigroup Global Markets		300		1.00	⁽¹⁾		3/20/20		43,598			(6,896	)		36,702
Spain	Citigroup Global Markets		300		1.00	⁽¹⁾		3/20/20		43,597			(14,201	)		29,396
Spain	Deutsche Bank		300		1.00	⁽¹⁾		3/20/20		43,598			(6,512	)		37,086
Spain	Deutsche Bank		300		1.00	⁽¹⁾		3/20/20		43,597			(14,201	)		29,396
Spain	Deutsche Bank		550		1.00	⁽¹⁾		6/20/20		81,338			(33,648	)		47,690
Spain	Deutsche Bank		3,265		1.00	⁽¹⁾		12/20/20		498,985			(265,338	)		233,647
Spain	Deutsche Bank		670		1.00	⁽¹⁾		12/20/20		102,395			(63,490	)		38,905
Spain	Goldman Sachs, Inc.		193		1.00	⁽¹⁾		9/20/20		29,026			(17,095	)		11,931
Thailand	Barclays Bank PLC		400		0.97			9/20/19		21,823			—			21,823
Thailand	Citigroup Global Markets		400		0.86			12/20/14		3,802			—			3,802
Thailand	Citigroup Global Markets		200		0.95			9/20/19		11,191			—			11,191
Thailand	Goldman Sachs, Inc.		1,500		1.00	⁽¹⁾		3/20/16		26,198			(10,969	)		15,229
Thailand	JPMorgan Chase Bank		200		0.87			12/20/14		1,837			—			1,837
Uruguay	Citigroup Global Markets		100		1.00	⁽¹⁾		6/20/20		5,849			(6,591	)		(742	)
Uruguay	Deutsche Bank		100		1.00	⁽¹⁾		6/20/20		5,849			(6,437	)		(588	)
Banco de Sabadell, S.A.	JPMorgan Chase Bank		110		3.00	⁽¹⁾		3/20/15		27,248			(487	)		26,761
Citibank Corp.	Bank of America		490		1.00	⁽¹⁾		9/20/20		36,527			(27,556	)		8,971
Citibank Corp.	JPMorgan Chase Bank		490		1.00	⁽¹⁾		9/20/20		36,528			(29,167	)		7,361
Erste Group Bank AG	Barclays Bank PLC		110		1.00	⁽¹⁾		3/20/15		12,158			(5,284	)		6,874
ING Verzekeringen N.V.	JPMorgan Chase Bank		110		1.00	⁽¹⁾		3/20/15		7,061			(2,377	)		4,684
OAO Gazprom	Deutsche Bank		100		1.00	⁽¹⁾		9/20/20		14,067			(10,975	)		3,092
Rabobank Nederland N.V.	JPMorgan Chase Bank		110		1.00	⁽¹⁾		3/20/15		2,035			(69	)		1,966
Raiffeisen Zentralbank	Barclays Bank PLC		110		1.00	⁽¹⁾		3/20/15		10,897			(7,133	)		3,764
iTraxx Europe Senior Financials 5-Year Index	Goldman Sachs, Inc.	EUR	920		1.00	⁽¹⁾		12/20/16		73,374			(107,677	)		(34,303	)
iTraxx Europe Subordinated Financials 5-Year Index	Goldman Sachs, Inc.	EUR	1,590		5.00	⁽¹⁾		12/20/16		(93,988	)		(9,204	)		(103,192	)



									$	4,260,650		$	(2,632,495	)	$	1,628,155

Emerging Markets Local Income Portfolio

October 31, 2011

Notes to Consolidated Financial Statements — continued


*	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, 2011, such maximum potential amount for all open credit default swaps in which the Portfolio is the seller was $25,065,000.
**	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

Cross-Currency Swaps

Notional

Amount on

Fixed Rate

Floating Rate

(Currency

Net

Received)

Delivered)

Termination

Unrealized

Counterparty

(000’s omitted)

Floating Rate

Fixed Rate

Date

Depreciation

Deutsche Bank

COP 5,200,000

2,728

6-month
USD-LIBOR-BBA

3.32

12/17/13

(8,772

)

(8,772

)

COP - Colombian Peso

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

Written options activity for the year ended October 31, 2011 was as follows:


	Number of			Premiums
	Contracts			Received


Outstanding, beginning of year		—		$	—
Options written		14,300,000			98,189
Options expired		(14,300,000	)		(98,189	)



Outstanding, end of year		—		$	—

At October 31, 2011, the Portfolio had sufficient cash and/or securities to cover commitments under these contracts.

In the normal course of pursuing its investment objective and its use of derivatives, the Portfolio is subject to the following risks:

Commodity Risk: The Portfolio invests in commodities-linked derivative investments, including commodity futures contracts and options thereon and forward commodity contracts, that provide exposure to the investment returns of certain commodities. Commodities-linked derivative investments are used to enhance return.

Credit Risk: The Portfolio enters into credit default swap contracts to manage its credit risk, to gain a particular exposure to a credit risk, or to enhance return.

Equity Price Risk: The Portfolio enters into equity index options to enhance return.

Emerging Markets Local Income Portfolio

October 31, 2011

Notes to Consolidated Financial Statements — continued

Foreign Exchange Risk: The Portfolio engages in forward foreign currency exchange contracts, currency options and cross-currency swaps to enhance return or to hedge against fluctuations in currency exchange rates. It also enters into forward foreign currency exchange contracts as a substitute for the purchase or sale of securities or currencies.

Interest Rate Risk: The Portfolio utilizes various interest rate derivatives including futures, interest rate swaps and cross currency swaps to enhance return, to change the overall duration of the portfolio, or to hedge against fluctuations in securities prices due to interest rates.

The Portfolio enters into swap contracts, forward foreign currency exchange contracts and forward commodity 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, 2011, the fair value of derivatives with credit-related contingent features in a net liability position was $9,307,000. The aggregate fair value of assets pledged as collateral by the Portfolio for such liability was $2,649,893 at October 31, 2011.

The non-exchange traded derivatives in which the Portfolio invests, including swap contracts, over-the-counter options, forward commodity contracts 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, 2011, the maximum amount of loss the Portfolio would incur due to counterparty risk was $16,686,678, with the highest amount from any one counterparty being $2,911,289. 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, 2011, the maximum amount of loss the Portfolio would incur due to counterparty risk would be reduced by approximately $6,666,000 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 open derivative instruments (not considered to be hedging instruments for accounting disclosure purposes) by risk exposure at October 31, 2011 was as follows:


	Fair Value
						Foreign			Interest
Consolidated Statement of Assets and Liabilities Caption	Credit			Equity Price		Exchange			Rate			Commodity


Securities of unaffiliated issuers, at value	$	—		$	215,529	$	65,496		$	—		$	1,680
Net unrealized depreciation*		—			—		—			129,970			52,925
Receivable for open forward foreign currency exchange contracts		—			—		6,545,897			—			—
Receivable for open swap contracts; Premium paid/received on open swap contracts		4,368,611			—		—			5,942,877			—



Total Asset Derivatives	$	4,368,611		$	215,529	$	6,611,393		$	6,072,847		$	54,605



Net unrealized depreciation*	$	—		$	—	$	—		$	(404,412	)	$	—
Payable for open forward commodity contracts		—			—		—			—			(705,490	)
Payable for open forward foreign currency exchange contracts		—			—		(6,735,824	)		—			—
Payable for open swap contracts; Premium paid/received on open swap contracts		(679,456	)		—		—			(603,487	)		—



Total Liability Derivatives	$	(679,456	)	$	—	$	(6,735,824	)	$	(1,007,899	)	$	(705,490	)


*	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.

Emerging Markets Local Income Portfolio

October 31, 2011

Notes to Consolidated Financial Statements — continued

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, 2011 was as follows:


						Foreign			Interest
Consolidated Statement of Operations Caption	Credit		Equity Price			Exchange			Rate			Commodity


Net realized gain (loss) — Investment transactions	$	—	$	(375,799	)	$	—		$	—		$	—
Written options		—		98,189			—			—			—
Futures contracts		—		—			—			(38,513	)		(821,766	)
Swap contracts		39,284		—			—			981,483			—
Forward commodity contracts		—		—			—			—			(1,081,966	)
Foreign currency and forward foreign currency exchange contract transactions		—		—			(11,549,615	)		—			—



Total	$	39,284	$	(277,610	)	$	(11,549,615	)	$	942,970		$	(1,903,732	)



Change in unrealized appreciation (depreciation) —
Investments	$	—	$	(92,245	)	$	111,663		$	—		$	(40,020	)
Futures contracts		—		—			—			(273,829	)		52,925
Swap contracts		1,288,318		—			—			4,407,567			—
Forward commodity contracts		—		—			—			—			(705,490	)
Foreign currency and forward foreign currency exchange contracts		—		—			365,241			—			—



Total	$	1,288,318	$	(92,245	)	$	476,904		$	4,133,738		$	(692,585	)

The average notional amounts of futures contracts, forward commodity contracts, forward foreign currency exchange contracts and swap contracts outstanding during the year ended October 31, 2011, which are indicative of the volume of these derivative types, were approximately $34,435,000, $4,819,000, $539,138,000 and $669,920,000, respectively.

The average principal amount of purchased currency options contracts, average number of purchased index options contracts and average number of purchased commodity options contracts outstanding during the year ended October 31, 2011, which are indicative of the volume of these derivative types, were approximately $13,339,000, 52,888,000 contracts and 6 contracts, respectively.

6 Line of Credit

7 Risks Associated with Foreign Investments and Currencies

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 and currencies 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.

Emerging Markets Local Income Portfolio

October 31, 2011

Notes to Consolidated Financial Statements — continued

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)

At October 31, 2011, the hierarchy of inputs used in valuing the Portfolio’s investments and open derivative instruments, which are carried at value, were as follows:


Asset Description	Level 1			Level 2				Level 3		Total


Foreign Government Bonds	$	—		$	575,312,090			$	—	$	575,312,090
Mortgage Pass-Throughs		—			12,944,580				—		12,944,580
U.S. Government Agency Obligations		—			7,937,154				—		7,937,154
Precious Metals		11,819,397			—				—		11,819,397
Currency Options Purchased		—			65,496				—		65,496
Put Options Purchased		1,680			215,529				—		217,209
Short-Term Investments —
Foreign Government Securities		—			76,612,069				—		76,612,069
U.S. Treasury Obligations		—			25,004,098				—		25,004,098
Repurchase Agreements		—			27,687,410				—		27,687,410
Other Securities		—			53,430,441				—		53,430,441



Total Investments	$	11,821,077		$	779,208,867			$	—	$	791,029,944



Forward Foreign Currency Exchange Contracts	$	—		$	6,545,897			$	—	$	6,545,897
Swap Contracts		—			10,311,488				—		10,311,488
Futures Contracts		182,895			—				—		182,895
							��


Total	$	12,003,972		$	796,066,252			$	—	$	808,070,224




Liability Description



Securities Sold Short	$	—		$	(25,867,990	)		$	—	$	(25,867,990	)
Forward Commodity Contracts		—			(705,490	)			—		(705,490	)
Forward Foreign Currency Exchange Contracts		—			(6,735,824	)			—		(6,735,824	)
Swap Contracts		—			(1,282,943	)			—		(1,282,943	)
Futures Contracts		(404,412	)		—				—		(404,412	)



Total	$	(404,412	)	$	(34,592,247	)		$	—	$	(34,996,659	)

Emerging Markets Local Income Portfolio

October 31, 2011

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, 2011, 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 four 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, 2011, 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, such 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, 2011, 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 four 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 21, 2011

Eaton Vance

Emerging Markets Local Income Fund

October 31, 2011

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 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. Each Trustee oversees 179 portfolios in the Eaton Vance Complex (including all master and feeder funds in a master feeder structure). Each officer serves as an officer of certain other Eaton Vance funds. Each Trustee and officer serves until his or her successor is elected.


	Position(s)
	with the
	Trust and	Length of	Principal Occupation(s) and Directorships
Name and Year of Birth	the Portfolio	Service	During Past Five Years and Other Relevant Experience



Interested Trustee

Thomas E. Faust Jr. 1958	Trustee	Since 2007	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 179 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 and the Portfolio. Directorships in the Last Five Years.⁽¹⁾ Director of EVC.

Noninterested Trustees

Scott E. Eston 1956	Trustee	Since 2011	Private investor. Formerly held various positions at Grantham, Mayo, Van Otterloo and Co., L.L.C. (investment management firm) (1997-2009), including Chief Operating Officer (2002-2009), Chief Financial Officer (1997-2009) and Chairman of the Executive Committee (2002-2008); President and Principal Executive Officer, GMO Trust (open-end registered investment company) (2006-2009). Former Partner, Coopers and Lybrand L.L.P. (now PricewaterhouseCoopers) (public accounting firm) (1987-1997). Directorships in the Last Five Years. None.

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. Directorships in the Last Five Years.⁽¹⁾ None.

Allen R. Freedman 1940	Trustee	Since 2007	Private Investor. 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). Former Chairman and a Director of Indus International, Inc. (provider of enterprise management software to the power generating industry) (2005-2007). Former Chief Executive Officer of Assurant, Inc. (insurance provider) (1979-2000). Directorships in the Last Five Years.⁽¹⁾ Director of Stonemor Partners, L.P. (owner and operator of cemeteries). Formerly, Director of Assurant, Inc. (insurance provider) (1979-2011).

William H. Park 1947	Trustee	Of the Trust since 2003 and of the Portfolio since 2007	Consultant and private investor. Formerly, Chief Financial Officer, Aveon Group L.P. (investment management firm) (2010-2011). 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 (investment management firm) (1982-2001). Formerly, Senior Manager, Price Waterhouse (now PricewaterhouseCoopers) (an independent registered public accounting firm) (1972-1981). Directorships in the Last Five Years.⁽¹⁾ None.

Eaton Vance

Emerging Markets Local Income Fund

October 31, 2011

Management and Organization — continued


	Position(s)
	with the
	Trust and	Length of	Principal Occupation(s) and Directorships
Name and Year of Birth	the Portfolio	Service	During Past Five Years and Other Relevant Experience


Noninterested Trustees (continued)

Ronald A. Pearlman 1940	Trustee	Of the Trust since 2003 and of the Portfolio since 2007	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). Directorships in the Last Five Years.⁽¹⁾ None.

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). Directorships in the Last Five Years.⁽¹⁾ Formerly, Director of BJ’s Wholesale Club, Inc. (wholesale club retailer) (2004-2011). 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	Of the Trust since 1998 and of the Portfolio since 2007	Paul Hastings Professor of Corporate and Securities Law (since 2006) and Professor of Law (2001-2006), University of California at Los Angeles School of Law. Directorships in the Last Five Years.⁽¹⁾ None.

Harriett Tee Taggart 1948	Trustee	Since 2011	Managing Director, Taggart Associates (a professional practice firm). Formerly, Partner and Senior Vice President, Wellington Management Company, LLP (investment management firm) (1983-2006). Directorships in the Last Five Years. Director of Albemarle Corporation (chemicals manufacturer) (since 2007) and The Hanover Group (specialty property and casualty insurance company) (since 2009). Formerly, Director of Lubrizol Corporation (specialty chemicals) (2007-2011).

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	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). Directorships in the Last Five Years.⁽¹⁾ None.

Principal Officers who are not Trustees
	Position(s)
	with the
	Trust and	Length of	Principal Occupation(s)
Name and Year of Birth	the Portfolio	Service	During Past Five Years


Duncan W. Richardson 1957	President of the Trust	Since 2011⁽²⁾	Director of EVC and Executive Vice President and Chief Equity Investment Officer of EVC, EVM and BMR.

Mark S. Venezia 1949	President of the Portfolio	Since 2007	Vice President of EVM and BMR.

Payson F. Swaffield 1956	Vice President	Since 2011	Chief Income Investment Officer of EVC. Vice President of EVM and BMR.

Barbara E. Campbell 1957	Treasurer	Of the Trust since 2005 and of the Portfolio since 2008	Vice President of EVM and BMR.

Eaton Vance

Emerging Markets Local Income Fund

October 31, 2011

Management and Organization — continued


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


Principal Officers who are not Trustees (continued)

Maureen A. Gemma 1960	Vice President, Secretary and Chief Legal Officer	Vice President since 2011, Secretary since 2007 and Chief Legal Officer since 2008	Vice President of EVM and 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.


⁽¹⁾		During their respective tenures, the Trustees (except Mr. Eston and Ms. Taggart) 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 Trust (launched in 1998 and terminated in 2009).
⁽²⁾		Prior to 2011, Mr. Richardson was Vice President of the Trust since 2001.

Eaton Vance

Emerging Markets Local Income Fund

October 31, 2011

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.

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 Investment Servicing (US) Inc.

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

Fund Offices
Two International Place

Boston, MA 02110


3040-12/11	EMISRC


Eaton Vance Floating-Rate Fund Annual Report October 31, 2011

Annual Report October 31, 2011

Eaton Vance

Floating-Rate Fund

Table of Contents


Management’s Discussion of Fund Performance		2
Performance		3
Fund Profile		4
Endnotes and Additional Disclosures		5

Fund Expenses		6

Financial Statements		7

Report of Independent Registered Public Accounting Firm	19 and 48

Federal Tax Information		20

Management and Organization		49

Important Notices		52

Eaton Vance

Floating-Rate Fund

October 31, 2011

Management’s Discussion of Fund Performance¹

Economic and Market Conditions

The S&P/LSTA Leveraged Loan Index², the broad barometer for the floating-rate loan market, posted a total return of 3.16% for the 12 months ending October 31, 2011, reflecting the widespread uncertainty and volatility that affected virtually all global investment markets.

The period began on an upbeat note, with the floating-rate loan market generating strong gains and driven by favorable technical conditions and improving issuer fundamentals. Heavy inflows into prime rate mutual funds, increased refinancing activity and a general improvement in the overall tone of the market bolstered demand and, in turn, lifted prices. Issuer fundamentals also improved as various measures of earnings growth rose. Furthermore, default rates remained low.

The loan market’s strong performance continued in April, although it began to falter in May and June. That’s when the new issue supply of floating-rate loans increased and demand dwindled in response to growing uncertainty about the prospects for both the U.S. and global economies. In late summer, the floating-rate loan market performed poorly, coming under significant pressure amid a darkening of macroeconomic headlines. In particular, the downgrade of the U.S. credit rating by Standard & Poor’s, renewed stress in the European sovereign debt saga and several disappointing global economic numbers provided a gloomy economic backdrop. Loans were also challenged by the Federal Reserve’s pledge to keep rates low until at least mid-2013, which tempered individual investors’ demand for the asset class. In October of 2011, the floating-rate loan market rebounded somewhat as worries about higher interest rates resurfaced and investors’ appetite for riskier asset classes improved.

Even though the prospects for the global economy dimmed during the period, issuer fundamentals remained solid. As one measure of that, the trailing 12-month default rates by principal amount stood at 0.32% as of October 31, 2011, a low rate when viewed historically.

Fund Performance

For the fiscal year ending October 31, 2011, Eaton Vance Floating-Rate Fund’s Class A shares at net asset value (NAV) had a total return of 3.79%. By comparison, the Fund’s benchmark, the S&P/LSTA Leveraged Loan Index (the Index), gained 3.16% during the period.

Relative to the Index, the Fund benefited from its general bias toward the higher-quality end of the floating-rate loan market because lower-quality B-rated⁷ loans, and more notably, CCC-rated securities, underperformed for the 12-month period overall. Although the Fund’s higher-quality positioning acted as a headwind early in the year when investors favored riskier segments of the floating-rate loan market, the emphasis on higher-quality securities bolstered performance during most of the second half when investors’ appetite for risk waned.

The Fund was helped by its underweighted positions in publishing and utilities, sectors that lagged the Index during the 12-month period. The benefits of underweighting these sectors more than offset what was lost by underweighting financial intermediaries, telecommunications, and lodging and casinos, all of which outpaced the Index for the year.

The Fund’s comparatively broad diversification⁸ also aided relative performance. The Index’s larger-cap, higher-volume names, which experienced the greatest selling pressure in the second half of the period, underperformed the floating-rate loan market as a whole for the 12-month period. Against that backdrop, the Fund’s diversification beyond the larger-cap, higher-volume issues was a plus.

See Endnotes and Additional Disclosures in this report.

Eaton Vance
Floating-Rate Fund

October 31, 2011

Performance^2,3

Portfolio Managers Scott H. Page, CFA; Craig P. Russ


													Since
% Average Annual Total Returns	Inception Date			1 Year			5 Years			10 Years			Inception

Advisers Class at NAV		2/7/2001			3.68	%		3.14	%		3.71	%		—
Class A at NAV		5/5/2003			3.79			3.15			—			3.81
Class A at 2.25% Maximum Sales Charge		—			1.47			2.69			—			3.53
Class B at NAV		2/5/2001			3.04			2.37			2.95			—
Class B at 5% Maximum Sales Charge		—			–1.95			2.04			2.95			—
Class C at NAV		2/1/2001			2.92			2.37			2.94			—
Class C at 1% Maximum Sales Charge		—			1.92			2.37			2.94			—
Class I at NAV		1/30/2001			4.04			3.42			3.98			—
S&P/LSTA Leveraged Loan Index		—			3.16	%		4.42	%		5.16	%		—

Total Annual Operating Expense Ratios⁴	Advisers Class			Class A			Class B			Class C			Class I

		1.05	%		1.04	%		1.80	%		1.80	%		0.79	%

Growth of $250,000

This graph shows the change in value of a hypothetical investment of $250,000 in Class I of the Fund for the period indicated. For comparison, the same investment is shown in the indicated index.

With Maximum

Growth of $250,000

Period Beginning

At NAV

Sales Charge

Advisers Class

10/31/01

360,075

N.A.

Class A

5/5/03

343,430

335,709

Class B

10/31/01

334,370

N.A.

Class C

10/31/01

334,021

N.A.

With Maximum

Growth of $10,000

Period Beginning

At NAV

Sales Charge

Advisers Class

10/31/01

14,403

N.A.

Class A

5/5/03

13,737

13,428

Class B

10/31/01

13,375

N.A.

Class C

10/31/01

13,361

N.A.

See Endnotes and Additional Disclosures in this report.

Eaton Vance
Floating-Rate Fund

October 31, 2011

Fund Profile⁵

Top 10 Holdings (% of total investments)⁶


Community Health Systems, Inc.	1.2	%
Reynolds Group Holdings, Inc.	1.1
SunGard Data Systems, Inc.	1.1
Rite Aid Corp.	1.0
Intelsat Jackson Holdings SA	1.0
Del Monte Foods Co.	1.0
HCA, Inc.	0.9
Asurion Corp.	0.9
UPC Broadband Holding B.V./UPC Financing Partnership	0.9
Caesars Entertainment Operating Co.	0.9

Total	10.0	%

Top 10 Sectors (% of total investments)⁶


Health Care	11.6	%
Business Equipment and Services	7.8
Electronics/Electrical	6.1
Automotive	4.6
Food Products	4.2
Leisure Goods/Activities/Movies	4.2
Chemicals and Plastics	4.1
Financial Intermediaries	3.9
Telecommunications	3.9
Food Service	3.8

Total	54.2	%

Credit Quality (% of loan holdings)⁷

See Endnotes and Additional Disclosures in this report.

Eaton Vance
Floating-Rate Fund

October 31, 2011

Endnotes and Additional Disclosures

¹		The views expressed in this report are those of portfolio manager(s) and are current only through the date stated at the top of this page. These views are subject to change at any time based upon market or other conditions, and Eaton Vance and the Fund(s) disclaim any responsibility to update such views. These views may not be relied upon as investment advice and, because investment decisions are based on many factors, may not be relied upon as an indication of trading intent on behalf of any Eaton Vance fund. This commentary may contain statements that are not historical facts, referred to as forward looking statements. The Fund’s actual future results may differ significantly from those stated in any forward looking statement, depending on factors such as changes in securities or financial markets or general economic conditions, the volume of sales and purchases of Fund shares, the continuation of investment advisory, administrative and service contracts, and other risks discussed from time to time in the Fund’s filings with the Securities and Exchange Commission.

²		S&P/LSTA Leveraged Loan Index is an unmanaged index of the institutional leveraged loan market. Index returns do not reflect the effect of any applicable sales charges, commissions, expenses, taxes or leverage, as applicable. It is not possible to invest directly in an index.

³		Total Returns at NAV do not include applicable sales charges. If sales charges were deducted, the returns would be lower. Total Returns shown with maximum sales charge reflect the stated maximum sales charge. Unless otherwise stated, performance does not reflect the deduction of taxes on Fund distributions or redemptions of Fund shares.

⁴		Source: Fund prospectus.

⁵		Fund invests in an affiliated investment company (Portfolio) with the same objective(s) and policies as the Fund. References to investments are to the Portfolio’s holdings.

⁶		Excludes cash and cash equivalents.

⁷		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.

⁸		Diversification cannot guarantee a profit or eliminate the risk of a loss.

		Fund profile subject to change due to active management.

Eaton Vance

Floating-Rate Fund

October 31, 2011

Fund Expenses


	Beginning		Ending		Expenses Paid		Annualized
	Account Value		Account Value		During Period*		Expense
	(5/1/11)		(10/31/11)		(5/1/11 – 10/31/11)		Ratio


Actual
Advisers Class	$	1,000.00	$	993.10	$	5.12		1.02	%
Class A	$	1,000.00	$	994.00	$	5.13		1.02	%
Class B	$	1,000.00	$	989.40	$	8.88		1.77	%
Class C	$	1,000.00	$	989.40	$	8.88		1.77	%
Class I	$	1,000.00	$	994.30	$	3.87		0.77	%





Hypothetical
(5% return per year before expenses)
Advisers Class	$	1,000.00	$	1,020.10	$	5.19		1.02	%
Class A	$	1,000.00	$	1,020.10	$	5.19		1.02	%
Class B	$	1,000.00	$	1,016.30	$	9.00		1.77	%
Class C	$	1,000.00	$	1,016.30	$	9.00		1.77	%
Class I	$	1,000.00	$	1,021.30	$	3.92		0.77	%

Eaton Vance

Floating-Rate Fund

October 31, 2011

Statement of Assets and Liabilities


Assets	October 31, 2011

Investment in Floating Rate Portfolio, at value (identified cost, $7,995,352,556)	$	7,876,996,575
Receivable for Fund shares sold		35,777,942


Total assets	$	7,912,774,517




Liabilities

Payable for Fund shares redeemed	$	20,038,692
Distributions payable		14,717,903
Payable to affiliates:
Distribution and service fees		1,100,136
Administration fee		985,588
Trustees’ fees		42
Accrued expenses		1,171,830


Total liabilities	$	38,014,191


Net Assets	$	7,874,760,326




Sources of Net Assets

Paid-in capital	$	8,320,307,922
Accumulated net realized loss from Portfolio		(312,452,630	)
Accumulated distributions in excess of net investment income		(14,738,985	)
Net unrealized depreciation from Portfolio		(118,355,981	)


Total	$	7,874,760,326




Advisers Class Shares

Net Assets	$	492,205,608
Shares Outstanding		55,592,260
Net Asset Value, Offering Price and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	8.85




Class A Shares

Net Assets	$	1,450,518,200
Shares Outstanding		158,407,394
Net Asset Value and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	9.16
Maximum Offering Price Per Share
(100 ¸ 97.75 of net asset value per share)	$	9.37




Class B Shares

Net Assets	$	41,083,663
Shares Outstanding		4,648,197
Net Asset Value and Offering Price Per Share*
(net assets ¸ shares of beneficial interest outstanding)	$	8.84




Class C Shares

Net Assets	$	782,241,066
Shares Outstanding		88,460,923
Net Asset Value and Offering Price Per Share*
(net assets ¸ shares of beneficial interest outstanding)	$	8.84




Class I Shares

Net Assets	$	5,108,711,789
Shares Outstanding		576,698,286
Net Asset Value, Offering Price and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	8.86

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.

See Notes to Financial Statements.

Eaton Vance

Floating-Rate Fund

October 31, 2011

Statement of Operations


	Year Ended
Investment Income	October 31, 2011

Interest and other income allocated from Portfolio	$	360,378,244
Expenses allocated from Portfolio		(39,986,988	)


Total investment income from Portfolio	$	320,391,256





Expenses

Administration fee	$	11,135,953
Distribution and service fees
Advisers Class		1,421,366
Class A		3,775,682
Class B		508,880
Class C		8,251,902
Trustees’ fees and expenses		500
Custodian fee		37,325
Transfer and dividend disbursing agent fees		3,993,563
Legal and accounting services		77,085
Printing and postage		491,412
Registration fees		961,049
Miscellaneous		36,715


Total expenses	$	30,691,432



Net investment income	$	289,699,824





Realized and Unrealized Gain (Loss) from Portfolio

Net realized gain (loss) —
Investment transactions	$	10,480,142
Swap contracts		62,359
Foreign currency and forward foreign currency exchange contract transactions		(24,273,872	)


Net realized loss	$	(13,731,371	)


Change in unrealized appreciation (depreciation) —
Investments	$	(93,313,516	)
Swap contracts		(2,277,248	)
Foreign currency and forward foreign currency exchange contracts		9,695,542


Net change in unrealized appreciation (depreciation)	$	(85,895,222	)



Net realized and unrealized loss	$	(99,626,593	)



Net increase in net assets from operations	$	190,073,231

See Notes to Financial Statements.

Eaton Vance

Floating-Rate Fund

October 31, 2011

Statements of Changes in Net Assets


	Year Ended October 31,

Increase (Decrease) in Net Assets	2011			2010

From operations —
Net investment income	$	289,699,824		$	143,470,721
Net realized loss from investment transactions, swap contracts and foreign currency and forward foreign currency exchange contract transactions		(13,731,371	)		(44,774,856	)
Net change in unrealized appreciation (depreciation) from investments, swap contracts and foreign currency and forward foreign currency exchange contracts		(85,895,222	)		239,100,810


Net increase in net assets from operations	$	190,073,231		$	337,796,675


Distributions to shareholders —
From net investment income
Advisers Class	$	(21,432,506	)	$	(18,124,913	)
Class A		(57,075,853	)		(48,272,617	)
Class B		(1,576,040	)		(2,411,259	)
Class C		(25,501,335	)		(26,202,988	)
Class I		(179,405,173	)		(68,947,107	)
Tax return of capital
Advisers Class		(815,482	)		—
Class A		(2,171,670	)		—
Class B		(59,967	)		—
Class C		(970,296	)		—
Class I		(6,826,160	)		—


Total distributions to shareholders	$	(295,834,482	)	$	(163,958,884	)


Transactions in shares of beneficial interest —
Proceeds from sale of shares
Advisers Class	$	399,281,466		$	187,729,989
Class A		996,681,474			624,744,369
Class B		11,923,535			8,697,094
Class C		275,080,563			205,628,563
Class I		3,917,813,641			2,248,767,838
Net asset value of shares issued to shareholders in payment of distributions declared
Advisers Class		20,602,176			16,417,373
Class A		48,713,299			37,110,123
Class B		1,113,520			1,673,591
Class C		18,143,158			17,630,727
Class I		58,488,929			26,683,491
Cost of shares redeemed
Advisers Class		(352,091,893	)		(146,342,237	)
Class A		(748,651,194	)		(506,574,835	)
Class B		(13,512,001	)		(15,119,559	)
Class C		(238,003,109	)		(139,716,331	)
Class I		(1,590,280,252	)		(431,868,935	)
Net asset value of shares exchanged
Class A		13,347,912			9,485,056
Class B		(13,347,912	)		(9,485,056	)
Redemption fees		96,079			310,632


Net increase in net assets from Fund share transactions	$	2,805,399,391		$	2,135,771,893



Net increase in net assets	$	2,699,638,140		$	2,309,609,684





Net Assets

At beginning of year	$	5,175,122,186		$	2,865,512,502


At end of year	$	7,874,760,326		$	5,175,122,186





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

At end of year	$	(14,738,985	)	$	6,725,950

See Notes to Financial Statements.

Eaton Vance

Floating-Rate Fund

October 31, 2011

Financial Highlights


	Advisers Class

	Year Ended October 31,

	2011			2010			2009			2008			2007

Net asset value — Beginning of year	$	8.880		$	8.450		$	7.000		$	9.590		$	9.840





Income (Loss) From Operations

Net investment income⁽¹⁾	$	0.342		$	0.345		$	0.362		$	0.545		$	0.636
Net realized and unrealized gain (loss)		(0.018	)		0.488			1.442			(2.618	)		(0.239	)


Total income (loss) from operations	$	0.324		$	0.833		$	1.804		$	(2.073	)	$	0.397





Less Distributions

From net investment income	$	(0.341	)	$	(0.404	)	$	(0.356	)	$	(0.435	)	$	(0.648	)
Tax return of capital		(0.013	)		—			—			(0.083	)		—


Total distributions	$	(0.354	)	$	(0.404	)	$	(0.356	)	$	(0.518	)	$	(0.648	)



Redemption fees⁽¹⁾	$	0.000	⁽²⁾	$	0.001		$	0.002		$	0.001		$	0.001



Net asset value — End of year	$	8.850		$	8.880		$	8.450		$	7.000		$	9.590



Total Return⁽³⁾		3.68	%		10.08	%		26.83	%		(22.55	)%		4.13	%





Ratios/Supplemental Data

Net assets, end of year (000’s omitted)	$	492,206		$	432,169		$	355,499		$	375,801		$	972,840
Ratios (as a percentage of average daily net assets):
Expenses⁽⁴⁾⁽⁵⁾		1.01	%		1.05	%		1.12	%		1.19	%		1.05	%
Net investment income		3.82	%		3.96	%		4.95	%		6.11	%		6.50	%
Portfolio Turnover of the Portfolio		56	%		39	%		35	%		7	%		61	%


⁽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

October 31, 2011

Financial Highlights — continued


	Class A

	Year Ended October 31,

	2011			2010			2009			2008			2007

Net asset value — Beginning of year	$	9.180		$	8.740		$	7.240		$	9.920		$	10.180





Income (Loss) From Operations

Net investment income⁽¹⁾	$	0.355		$	0.356		$	0.372		$	0.560		$	0.657
Net realized and unrealized gain (loss)		(0.010	)		0.499			1.494			(2.705	)		(0.248	)


Total income (loss) from operations	$	0.345		$	0.855		$	1.866		$	(2.145	)	$	0.409





Less Distributions

From net investment income	$	(0.352	)	$	(0.416	)	$	(0.368	)	$	(0.450	)	$	(0.670	)
Tax return of capital		(0.013	)		—			—			(0.086	)		—


Total distributions	$	(0.365	)	$	(0.416	)	$	(0.368	)	$	(0.536	)	$	(0.670	)



Redemption fees⁽¹⁾	$	0.000	⁽²⁾	$	0.001		$	0.002		$	0.001		$	0.001



Net asset value — End of year	$	9.160		$	9.180		$	8.740		$	7.240		$	9.920



Total Return⁽³⁾		3.79	%		10.00	%		27.01	%		(22.66	)%		4.12	%





Ratios/Supplemental Data

Net assets, end of year (000’s omitted)	$	1,450,518		$	1,160,014		$	946,191		$	646,322		$	1,619,235
Ratios (as a percentage of average daily net assets):
Expenses⁽⁴⁾⁽⁵⁾		1.01	%		1.04	%		1.12	%		1.19	%		1.05	%
Net investment income		3.83	%		3.96	%		4.90	%		6.08	%		6.50	%
Portfolio Turnover of the Portfolio		56	%		39	%		35	%		7	%		61	%


⁽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

October 31, 2011

Financial Highlights — continued


	Class B

	Year Ended October 31,

	2011			2010			2009			2008			2007

Net asset value — Beginning of year	$	8.860		$	8.440		$	6.990		$	9.590		$	9.840





Income (Loss) From Operations

Net investment income⁽¹⁾	$	0.275		$	0.280		$	0.315		$	0.469		$	0.563
Net realized and unrealized gain (loss)		(0.007	)		0.479			1.436			(2.616	)		(0.240	)


Total income (loss) from operations	$	0.268		$	0.759		$	1.751		$	(2.147	)	$	0.323





Less Distributions

From net investment income	$	(0.277	)	$	(0.340	)	$	(0.303	)	$	(0.382	)	$	(0.574	)
Tax return of capital		(0.011	)		—			—			(0.072	)		—


Total distributions	$	(0.288	)	$	(0.340	)	$	(0.303	)	$	(0.454	)	$	(0.574	)



Redemption fees⁽¹⁾	$	0.000	⁽²⁾	$	0.001		$	0.002		$	0.001		$	0.001



Net asset value — End of year	$	8.840		$	8.860		$	8.440		$	6.990		$	9.590



Total Return⁽³⁾		3.04	%		9.17	%		25.96	%		(23.22	)%		3.35	%





Ratios/Supplemental Data

Net assets, end of year (000’s omitted)	$	41,084		$	55,067		$	66,309		$	85,386		$	177,431
Ratios (as a percentage of average daily net assets):
Expenses⁽⁴⁾⁽⁵⁾		1.76	%		1.80	%		1.88	%		1.94	%		1.80	%
Net investment income		3.08	%		3.23	%		4.38	%		5.29	%		5.76	%
Portfolio Turnover of the Portfolio		56	%		39	%		35	%		7	%		61	%


⁽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

October 31, 2011

Financial Highlights — continued


	Class C

	Year Ended October 31,

	2011			2010			2009			2008			2007

Net asset value — Beginning of year	$	8.870		$	8.440		$	6.990		$	9.590		$	9.840





Income (Loss) From Operations

Net investment income⁽¹⁾	$	0.276		$	0.279		$	0.308		$	0.472		$	0.562
Net realized and unrealized gain (loss)		(0.018	)		0.491			1.443			(2.619	)		(0.239	)


Total income (loss) from operations	$	0.258		$	0.770		$	1.751		$	(2.147	)	$	0.323





Less Distributions

From net investment income	$	(0.277	)	$	(0.341	)	$	(0.303	)	$	(0.382	)	$	(0.574	)
Tax return of capital		(0.011	)		—			—			(0.072	)		—


Total distributions	$	(0.288	)	$	(0.341	)	$	(0.303	)	$	(0.454	)	$	(0.574	)



Redemption fees⁽¹⁾	$	0.000	⁽²⁾	$	0.001		$	0.002		$	0.001		$	0.001



Net asset value — End of year	$	8.840		$	8.870		$	8.440		$	6.990		$	9.590



Total Return⁽³⁾		2.92	%		9.29	%		25.96	%		(23.22	)%		3.35	%





Ratios/Supplemental Data

Net assets, end of year (000’s omitted)	$	782,241		$	733,767		$	618,351		$	512,400		$	1,142,139
Ratios (as a percentage of average daily net assets):
Expenses⁽⁴⁾⁽⁵⁾		1.76	%		1.80	%		1.87	%		1.94	%		1.80	%
Net investment income		3.08	%		3.21	%		4.22	%		5.31	%		5.75	%
Portfolio Turnover of the Portfolio		56	%		39	%		35	%		7	%		61	%


⁽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

October 31, 2011

Financial Highlights — continued


	Class I

	Year Ended October 31,

	2011			2010			2009			2008			2007

Net asset value — Beginning of year	$	8.880		$	8.450		$	7.000		$	9.590		$	9.840





Income (Loss) From Operations

Net investment income⁽¹⁾	$	0.366		$	0.363		$	0.372		$	0.550		$	0.658
Net realized and unrealized gain (loss)		(0.011	)		0.491			1.450			(2.601	)		(0.237	)


Total income (loss) from operations	$	0.355		$	0.854		$	1.822		$	(2.051	)	$	0.421





Less Distributions

From net investment income	$	(0.361	)	$	(0.425	)	$	(0.374	)	$	(0.456	)	$	(0.672	)
Tax return of capital		(0.014	)		—			—			(0.084	)		—


Total distributions	$	(0.375	)	$	(0.425	)	$	(0.374	)	$	(0.540	)	$	(0.672	)



Redemption fees⁽¹⁾	$	0.000	⁽²⁾	$	0.001		$	0.002		$	0.001		$	0.001



Net asset value — End of year	$	8.860		$	8.880		$	8.450		$	7.000		$	9.590



Total Return⁽³⁾		4.04	%		10.34	%		27.14	%		(22.36	)%		4.39	%





Ratios/Supplemental Data

Net assets, end of year (000’s omitted)	$	5,108,712		$	2,794,104		$	879,161		$	353,249		$	532,067
Ratios (as a percentage of average daily net assets):
Expenses⁽⁴⁾⁽⁵⁾		0.76	%		0.79	%		0.87	%		0.92	%		0.80	%
Net investment income		4.09	%		4.16	%		4.99	%		6.22	%		6.73	%
Portfolio Turnover of the Portfolio		56	%		39	%		35	%		7	%		61	%


⁽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

October 31, 2011

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. Beginning on January 1, 2012, Class B shares are only available for purchase upon exchange from another Eaton Vance fund or through reinvestment of distributions. 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 (81.3% at October 31, 2011). 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, 2011, the Fund, for federal income tax purposes, had a capital loss carryforward of $304,533,675 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, 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 ($28,976,023). In addition, such capital loss carryforwards cannot be utilized prior to the utilization of new capital losses, if any, created after October 31, 2011.

During the year ended October 31, 2011, a capital loss carryforward of $3,006,104 was utilized to offset net realized gains by the Fund.

Eaton Vance

Floating-Rate Fund

October 31, 2011

Notes to Financial Statements — continued

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 was assessed and retained by the Fund for the benefit of the remaining shareholders. The redemption fee was accounted for as an addition to paid-in capital. Effective January 1, 2011, Advisers Class, Class A and Class I shares are no longer subject to a redemption fee.

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, 2011 and October 31, 2010 was as follows:


	Year Ended October 31,

	2011		2010


Distributions declared from:
Ordinary income	$	284,990,907	$	163,958,884
Tax return of capital	$	10,843,575	$	—

During the year ended October 31, 2011, accumulated net realized loss was decreased by $23,029,512, accumulated distributions in excess of net investment income was increased by $26,173,852 and paid-in capital was increased by $3,144,340 due to expired capital loss carryforwards and differences between book and tax accounting, primarily for swap contracts, defaulted bond interest, mixed straddles 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, 2011, the components of distributable earnings (accumulated losses) and unrealized appreciation (depreciation) on a tax basis were as follows:




Capital loss carryforward	$	(304,533,675	)
Net unrealized depreciation	$	(126,296,018	)
Other temporary differences	$	(14,717,903	)

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, 2011, EVM earned $211,306 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 $130,677 as its portion of the sales charge on sales of Class A shares for the year ended October 31, 2011. 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

October 31, 2011

Notes to Financial Statements — continued

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. Pursuant to the Advisers/Class A Plan, the Fund pays 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, 2011 amounted to $1,421,366 for Advisers Class shares and $3,775,682 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. Pursuant to the Class B and Class C Plans, the Fund pays 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, 2011, the Fund paid or accrued to EVD $381,660 and $6,188,927 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, 2011, the amounts of Uncovered Distribution Charges of EVD calculated under the Class B and Class C Plans were approximately $11,013,000 and $198,778,000, respectively.

Pursuant to the Class B and Class C Plans, the Fund also makes 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 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, 2011 amounted to $127,220 and $2,062,975 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, 2011, the Fund was informed that EVD received approximately $236,000, $79,000 and $185,000 of CDSCs paid by Class A, Class B and Class C shareholders, respectively.

6 Investment Transactions

For the year ended October 31, 2011, increases and decreases in the Fund’s investment in the Portfolio aggregated $3,721,493,330 and $1,116,922,384, respectively.

7 Shares of Beneficial Interest


	Year Ended October 31,
Advisers Class	2011			2010


Sales		44,296,719			21,558,922
Issued to shareholders electing to receive payments of distributions in Fund shares		2,300,548			1,889,735
Redemptions		(39,683,951	)		(16,834,640	)



Net increase (decrease)		6,913,316			6,614,017

Eaton Vance

Floating-Rate Fund

October 31, 2011

Notes to Financial Statements — continued


	Year Ended October 31,
Class A	2011			2010


Sales		106,871,954			69,204,811
Issued to shareholders electing to receive payments of distributions in Fund shares		5,268,471			4,129,493
Redemptions		(81,529,341	)		(56,325,261	)
Exchange from Class B shares		1,447,361			1,053,379



Net increase		32,058,445			18,062,422





	Year Ended October 31,
Class B	2011			2010


Sales		1,326,831			999,321
Issued to shareholders electing to receive payments of distributions in Fund shares		124,665			193,279
Redemptions		(1,517,214	)		(1,746,268	)
Exchange to Class A shares		(1,498,631	)		(1,090,746	)



Net decrease		(1,564,349	)		(1,644,414	)





	Year Ended October 31,
Class C	2011			2010


Sales		30,556,428			23,567,429
Issued to shareholders electing to receive payments of distributions in Fund shares		2,031,564			2,033,009
Redemptions		(26,870,189	)		(16,089,324	)



Net increase		5,717,803			9,511,114





	Year Ended October 31,
Class I	2011			2010


Sales		434,691,707			257,316,726
Issued to shareholders electing to receive payments of distributions in Fund shares		6,538,780			3,064,675
Redemptions		(179,130,199	)		(49,795,925	)



Net increase		262,100,288			210,585,476

For the years ended October 31, 2011 and October 31, 2010, the Fund received $96,079 and $310,632, respectively, in redemption fees.

Eaton Vance

Floating-Rate Fund

October 31, 2011

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, 2011, 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, such 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, 2011, 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, 2011

Eaton Vance

Floating-Rate Fund

October 31, 2011

Federal Tax Information (Unaudited)

Floating Rate Portfolio

October 31, 2011

Portfolio of Investments


Senior Floating-Rate Interests — 92.3%⁽¹⁾

		Principal
		Amount*
Borrower/Tranche Description		(000’s omitted)		Value



Aerospace and Defense — 1.8%

DAE Aviation Holdings, Inc.
Revolving Loan, 2.76%, Maturing July 31, 2013⁽²⁾			20,000	$	18,700,000
Term Loan, 5.43%, Maturing July 31, 2014			20,315		19,756,095
Term Loan, 5.43%, Maturing July 31, 2014			20,523		19,958,789
Ducommun, Inc.
Term Loan, 5.50%, Maturing June 28, 2017			7,082		7,046,839
Dundee Holdco 4, Ltd.
Term Loan, 4.25%, Maturing May 15, 2015			3,559		2,941,880
Term Loan, 4.71%, Maturing July 13, 2015	GBP		650		861,064
Term Loan, 5.21%, Maturing July 13, 2015	GBP		650		861,064
Term Loan, 4.75%, Maturing May 13, 2016			3,559		2,941,880
IAP Worldwide Services, Inc.
Term Loan, 9.25%, Maturing December 28, 2012			30,525		29,914,167
Sequa Corp.
Term Loan, 3.62%, Maturing December 3, 2014			1,989		1,920,876
Term Loan, Maturing December 3, 2014⁽³⁾			3,025		3,027,520
TASC, Inc.
Term Loan, 4.50%, Maturing December 18, 2015			18,371		18,325,348
TransDigm, Inc.
Term Loan, 4.00%, Maturing February 14, 2017			27,734		27,681,918
Wesco Aircraft Hardware Corp.
Term Loan, 3.25%, Maturing April 7, 2016			6,158		6,142,329
Term Loan, 4.25%, Maturing April 7, 2017			2,027		2,033,229
Wyle Services Corp.
Term Loan, 5.75%, Maturing March 27, 2017			11,801		11,557,376


				$	173,670,374




Air Transport — 0.3%

Evergreen International Aviation, Inc.
Term Loan, 11.50%, Maturing July 5, 2015			11,875	$	11,400,000
Orbitz Worldwide, Inc.
Term Loan, 3.31%, Maturing July 25, 2014			19,959		17,376,727


				$	28,776,727




Automotive — 4.5%

Allison Transmission, Inc.
Term Loan, 2.75%, Maturing August 7, 2014			69,151	$	67,105,779
Autoparts Holdings, Ltd.
Term Loan, 6.50%, Maturing July 28, 2017			5,600		5,607,000
Chrysler Group, LLC
Term Loan, 6.00%, Maturing May 24, 2017			66,648		63,162,843
Delphi Corp.
Term Loan, 3.50%, Maturing March 31, 2017			10,043		10,042,643
Federal-Mogul Corp.
Term Loan, 2.18%, Maturing December 29, 2014			41,356		39,210,539
Term Loan, 2.18%, Maturing December 28, 2015			23,578		22,354,469
Financiere Truck (Investissement)
Term Loan, 1.70%, Maturing February 15, 2013⁽²⁾⁽⁴⁾	GBP		2,252		3,373,442
Term Loan, 3.74%, Maturing February 15, 2013	EUR		1,412		1,819,903
Ford Motor Co.
Revolving Loan, 0.37%, Maturing December 15, 2013⁽²⁾			4,852		4,809,947
Goodyear Tire & Rubber Co.
Term Loan – Second Lien, 1.93%, Maturing April 30, 2014			71,367		69,850,264
HHI Holdings, LLC
Term Loan, 7.00%, Maturing March 21, 2017			6,318		6,239,272
Metaldyne, LLC
Term Loan, 5.25%, Maturing May 18, 2017			23,666		23,459,040
Remy International, Inc.
Term Loan, 6.25%, Maturing December 16, 2016			5,459		5,383,692
SRAM, LLC
Term Loan, 4.76%, Maturing June 7, 2018			17,193		17,106,764
Term Loan – Second Lien, 8.50%, Maturing December 7, 2018			3,000		3,015,000
Tenneco, Inc.
Term Loan, 5.24%, Maturing March 17, 2014			5,550		5,383,500
TI Automotive, Ltd.
Term Loan, 9.50%, Maturing July 29, 2016			4,455		4,466,138
Tomkins, LLC
Term Loan, 4.25%, Maturing September 21, 2015			7,560		7,484,198
Term Loan, 4.25%, Maturing September 21, 2016			29,833		29,826,443
TriMas Corp.
Term Loan, 4.25%, Maturing June 21, 2017			13,990		13,727,626
UCI International, Inc.
Term Loan, 5.50%, Maturing July 26, 2017			3,436		3,453,651
Veyance Technologies, Inc.
Term Loan, 2.75%, Maturing July 31, 2014			4,357		3,953,928
Term Loan, 2.75%, Maturing July 31, 2014			26,939		24,447,513
Term Loan – Second Lien, 6.00%, Maturing July 31, 2015			2,000		1,690,000


				$	436,973,594




Beverage and Tobacco — 0.0%⁽¹³⁾

Maine Beverage Co., LLC
Term Loan, 2.12%, Maturing March 31, 2013			746	$	716,571


				$	716,571




Building and Development — 1.4%

401 North Wabash Venture, LLC
Term Loan, 6.80%, Maturing July 27, 2012⁽⁴⁾			8,041	$	6,754,325

See Notes to Financial Statements.

Floating Rate Portfolio

October 31, 2011

Portfolio of Investments — continued


		Principal
		Amount*
Borrower/Tranche Description		(000’s omitted)		Value


Building and Development (continued)


Armstrong World Industries, Inc.
Term Loan, 4.00%, Maturing March 9, 2018			16,890	$	16,752,893
Beacon Sales Acquisition, Inc.
Term Loan, 2.33%, Maturing September 30, 2013			3,870		3,731,737
Contech Construction Products
Term Loan, 8.25%, Maturing January 31, 2013			1,733		1,138,254
Forestar Real Estate Group, Inc.
Revolving Loan, 0.49%, Maturing August 6, 2013⁽²⁾			1,675		1,574,712
Term Loan, 6.50%, Maturing August 6, 2015			13,570		13,027,142
Goodman Global Holdings, Inc.
Term Loan, 5.75%, Maturing October 28, 2016			16,950		16,977,271
Materis SAS
Term Loan, 3.74%, Maturing April 27, 2014	EUR		2,141		2,617,961
Term Loan, 4.12%, Maturing April 27, 2015	EUR		2,283		2,790,610
Monier Group GmbH
Term Loan, 3.25%, Maturing March 16, 2015⁽⁴⁾			9		7,056
Term Loan, 3.25%, Maturing April 16, 2015⁽⁴⁾	EUR		15		17,643
Term Loan, 5.00%, Maturing April 16, 2015⁽⁴⁾	EUR		25		35,136
NCI Building Systems, Inc.
Term Loan, 8.00%, Maturing April 18, 2014			3,252		3,166,965
November 2005 Land Investors, LLC
Term Loan, 0.00%, Maturing March 29, 2013⁽⁵⁾⁽⁶⁾			610		91,452
Panolam Industries International, Inc.
Term Loan, 8.25%, Maturing December 31, 2013			8,970		8,182,706
RE/MAX International, Inc.
Term Loan, 5.50%, Maturing April 15, 2016			12,765		12,700,998
Realogy Corp.
Term Loan, 3.19%, Maturing October 10, 2013			1,240		1,162,034
Term Loan, 3.27%, Maturing October 10, 2013			10,297		9,649,096
Term Loan, 4.44%, Maturing October 10, 2016			426		374,933
Term Loan, 4.52%, Maturing October 10, 2016			4,570		4,018,069
South Edge, LLC
Term Loan, 0.00%, Maturing October 31, 2009⁽⁷⁾			8,795		8,332,924
WCI Communities, Inc.
Term Loan, 10.01%, Maturing September 2, 2016⁽⁴⁾			3,740		3,652,421
Woodlands Land Development Co. LP (The)
Term Loan, 5.00%, Maturing March 7, 2014			20,000		19,600,000


				$	136,356,338




Business Equipment and Services — 7.9%

Acosta, Inc.
Term Loan, 4.75%, Maturing March 1, 2018			27,039	$	26,768,734
Advantage Sales & Marketing, Inc.
Term Loan, 5.25%, Maturing December 18, 2017			36,095		35,554,047
Affinion Group, Inc.
Term Loan, 5.00%, Maturing October 10, 2016			41,361		38,207,116
Allied Security Holdings, LLC
Term Loan, 5.00%, Maturing February 3, 2017			13,333		13,266,395
Altegrity, Inc.
Term Loan, 7.75%, Maturing February 20, 2015			5,182		5,117,215
Term Loan, 2.99%, Maturing February 21, 2015			16,555		15,313,172
Audatex North America, Inc.
Term Loan, 2.13%, Maturing May 16, 2014			1,683		1,681,234
Term Loan, 3.31%, Maturing May 16, 2014	EUR		2,908		3,963,265
BAR/BRI Review Courses, Inc.
Term Loan, 6.00%, Maturing June 16, 2017			9,775		9,579,500
Brand Energy and Infrastructure Services, Inc.
Term Loan, 2.63%, Maturing February 7, 2014			18,961		15,358,385
Brickman Group Holdings, Inc.
Term Loan, 7.25%, Maturing October 14, 2016			13,969		13,969,437
Brock Holdings III, Inc.
Term Loan, 6.00%, Maturing March 16, 2017			17,022		16,255,992
Catalina Marketing Corp.
Term Loan, 3.00%, Maturing October 1, 2014			5,935		5,697,148
ClientLogic Corp.
Term Loan, 8.12%, Maturing January 30, 2014	EUR		569		780,053
Term Loan, 7.14%, Maturing January 30, 2017			9,682		8,823,041
DynCorp International, LLC
Term Loan, 6.25%, Maturing July 5, 2016			13,083		12,943,608
Endurance International Group, Inc. (The)
Term Loan, 8.00%, Maturing October 3, 2016			10,175		10,022,375
Go Daddy Group, Inc. (The)
Term Loan, Maturing September 29, 2017⁽³⁾			19,950		19,962,469
IMS Health, Inc.
Term Loan, 4.50%, Maturing August 25, 2017			15,115		15,114,961
KAR Auction Services, Inc.
Term Loan, 5.00%, Maturing May 19, 2017			33,292		33,291,562
Kronos, Inc.
Term Loan, 2.12%, Maturing June 11, 2014			11,982		11,468,042
Term Loan, 6.12%, Maturing June 11, 2015			3,000		2,812,500
Language Line, LLC
Term Loan, 6.25%, Maturing June 20, 2016			18,984		18,841,650
Meritas, LLC
Term Loan, 7.50%, Maturing July 28, 2017			13,847		13,639,172
Mitchell International, Inc.
Term Loan, 2.38%, Maturing March 28, 2014			1,949		1,851,531
Term Loan – Second Lien, 5.63%, Maturing March 30, 2015			1,500		1,410,000
MSCI, Inc.
Term Loan, 3.75%, Maturing March 14, 2017			15,645		15,821,472
N.E.W. Holdings I, LLC
Term Loan, 6.00%, Maturing March 23, 2016			16,559		16,199,846
Protection One Alarm Monitoring, Inc.
Term Loan, 6.00%, Maturing June 4, 2016			12,338		12,245,956
Quantum Corp.
Term Loan, 3.83%, Maturing July 14, 2014			1,509		1,471,634

See Notes to Financial Statements.

Floating Rate Portfolio

October 31, 2011

Portfolio of Investments — continued


		Principal
		Amount*
Borrower/Tranche Description		(000’s omitted)		Value


Business Equipment and Services (continued)

Quantum Corp. (continued)
Quintiles Transnational Corp.
Term Loan, 5.00%, Maturing June 8, 2018			59,526	$	59,004,962
Res-Care, Inc.
Term Loan, 7.25%, Maturing December 22, 2016			13,936		13,518,384
Sabre, Inc.
Term Loan, 2.30%, Maturing September 30, 2014			46,499		40,911,097
Sensus USA, Inc.
Term Loan, 4.75%, Maturing May 9, 2017			11,094		10,927,836
Softlayer Technologies, Inc.
Term Loan, 7.25%, Maturing November 5, 2016			9,255		8,931,135
SunGard Data Systems, Inc.
Term Loan, 1.99%, Maturing February 28, 2014			32,531		32,134,224
Term Loan, 3.74%, Maturing February 28, 2014			11,124		11,031,158
Term Loan, 3.90%, Maturing February 26, 2016			65,535		64,961,310
SymphonyIRI Group, Inc.
Term Loan, 5.00%, Maturing December 1, 2017			5,960		5,893,012
Total Safety U.S., Inc.
Term Loan, 7.50%, Maturing October 31, 2017			2,475		2,376,000
Transaction Network Service, Inc.
Term Loan, 6.00%, Maturing November 18, 2015			2,246		2,229,345
TransUnion, LLC
Term Loan, 4.75%, Maturing February 12, 2018			30,596		30,405,023
Travelport, LLC
Term Loan, 2.87%, Maturing August 23, 2013			154		130,625
Term Loan, 2.87%, Maturing August 23, 2013			595		505,771
Term Loan, 4.87%, Maturing August 21, 2015			8,217		7,175,797
Term Loan, 4.87%, Maturing August 21, 2015			20,702		18,078,240
Term Loan, 4.87%, Maturing August 21, 2015			25,941		22,653,155
Term Loan, 6.05%, Maturing August 21, 2015	EUR		1,481		1,756,693
U.S. Security Holdings, Inc.
Term Loan, 1.50%, Maturing July 28, 2017⁽²⁾			1,618		1,593,508
Term Loan, 6.00%, Maturing July 28, 2017			8,307		8,182,617
West Corp.
Term Loan, 4.61%, Maturing July 15, 2016			18,182		18,060,674
Term Loan, 4.63%, Maturing July 15, 2016			6,545		6,504,407


				$	764,396,485




Cable and Satellite Television — 3.7%

Atlantic Broadband Finance, LLC
Term Loan, 4.00%, Maturing March 8, 2016			9,245	$	9,105,877
BBHI Acquisition, LLC
Term Loan, 4.50%, Maturing December 14, 2017			4,843		4,818,960
Cequel Communications, LLC
Term Loan, 2.24%, Maturing November 5, 2013			48,683		48,074,860
Charter Communications Operating, LLC
Term Loan, 3.62%, Maturing September 6, 2016			41,909		41,699,946
Crown Media Holdings, Inc.
Term Loan, 5.75%, Maturing July 14, 2018			6,983		6,912,675
CSC Holdings, Inc.
Term Loan, 1.99%, Maturing March 29, 2016			3,603		3,572,921
Term Loan, 1.99%, Maturing March 29, 2016			23,345		23,169,556
Insight Midwest Holdings, LLC
Term Loan, 1.99%, Maturing April 7, 2014			24,428		24,238,617
Lavena Holdings 4 GmbH
Term Loan, 4.20%, Maturing March 6, 2015	EUR		2,822		3,325,771
Term Loan, 4.45%, Maturing March 4, 2016	EUR		2,822		3,325,772
MCC Iowa, LLC
Term Loan, 1.95%, Maturing January 30, 2015			7,498		7,123,405
Term Loan, 1.95%, Maturing January 30, 2015			7,620		7,239,000
Mediacom Broadband, LLC
Term Loan, 4.50%, Maturing October 23, 2017			10,147		9,981,681
Mediacom Illinois, LLC
Term Loan, 1.95%, Maturing January 30, 2015			18,945		17,927,159
Term Loan, 5.50%, Maturing March 31, 2017			2,940		2,911,520
Mediacom, LLC
Term Loan, 4.50%, Maturing October 23, 2017			10,380		10,110,010
NDS Finance, Ltd.
Term Loan, 4.00%, Maturing March 12, 2018			23,174		22,797,632
P7S1 Broadcasting Holding II B.V.
Term Loan, 4.03%, Maturing July 1, 2016	EUR		5,546		7,248,014
UPC Broadband Holding B.V.
Term Loan, 5.11%, Maturing December 31, 2016	EUR		37,765		50,277,383
Term Loan, 5.36%, Maturing December 31, 2017	EUR		3,395		4,544,622
UPC Financing Partnership
Term Loan, 3.87%, Maturing December 30, 2016			5,061		4,915,659
Term Loan, 3.74%, Maturing December 29, 2017			20,793		20,117,219
Term Loan, Maturing December 31, 2017⁽³⁾			4,575		4,540,688
YPSO Holding SA
Term Loan, 4.87%, Maturing June 6, 2016⁽⁴⁾	EUR		2,391		2,816,753
Term Loan, 4.87%, Maturing June 6, 2016⁽⁴⁾	EUR		4,086		4,814,747
Term Loan, 4.87%, Maturing June 6, 2016⁽⁴⁾	EUR		7,015		8,265,057
Term Loan, 5.62%, Maturing December 29, 2017⁽⁴⁾	EUR		966		1,138,248


				$	355,013,752




Chemicals and Plastics — 4.0%

Arizona Chemical, Inc.
Term Loan, 4.75%, Maturing November 21, 2016			3,591	$	3,597,491
Celanese U.S. Holdings, LLC
Term Loan, 4.24%, Maturing October 31, 2016	EUR		674		927,235
Chemtura Corp.
Term Loan, 5.50%, Maturing August 27, 2016			8,200		8,235,875
Cristal Inorganic Chemicals US, Inc.
Term Loan, 2.62%, Maturing May 15, 2014			5,054		4,996,679
General Chemical Corp.
Term Loan, 5.00%, Maturing October 6, 2015			4,229		4,202,752

See Notes to Financial Statements.

Floating Rate Portfolio

October 31, 2011

Portfolio of Investments — continued


		Principal
		Amount*
Borrower/Tranche Description		(000’s omitted)		Value


Chemicals and Plastics (continued)


Houghton International, Inc.
Revolving Loan, 0.50%, Maturing January 30, 2016⁽²⁾			1,280	$	1,235,200
Revolving Loan, 2.12%, Maturing January 30, 2016⁽²⁾			320		308,800
Term Loan, 6.75%, Maturing January 29, 2016			14,977		15,014,260
Huntsman International, LLC
Term Loan, 1.83%, Maturing April 21, 2014			2,584		2,539,819
Term Loan, 2.52%, Maturing June 30, 2016			5,333		5,179,437
Term Loan, 2.80%, Maturing April 19, 2017			14,543		14,088,244
INEOS Holdings, Ltd.
Term Loan, 7.50%, Maturing December 16, 2013	EUR		2,274		3,225,975
Term Loan, 8.00%, Maturing December 16, 2014	EUR		2,256		3,200,728
INEOS US Finance, LLC
Term Loan, 7.50%, Maturing December 16, 2013			19,978		20,552,854
Term Loan, 8.00%, Maturing December 16, 2014			20,554		21,145,282
MacDermid, Inc.
Term Loan, 2.25%, Maturing April 11, 2014			5,553		5,409,292
Momentive Performance Materials, Inc. (Nautilus)
Term Loan, 2.45%, Maturing December 4, 2013			4,800		4,545,000
Term Loan, 3.62%, Maturing December 4, 2013	EUR		9,896		12,894,471
Term Loan, 3.75%, Maturing May 5, 2015			21,752		20,592,210
Term Loan, 4.87%, Maturing May 5, 2015	EUR		4,961		6,341,035
Momentive Specialty Chemicals, Inc.
Term Loan, 2.48%, Maturing May 3, 2013			12,368		11,997,368
Term Loan, 2.63%, Maturing May 6, 2013			1,720		1,649,864
Term Loan, 2.63%, Maturing May 6, 2013			4,011		3,848,018
Term Loan, Maturing May 6, 2013⁽³⁾			217		210,469
Term Loan, 4.00%, Maturing May 5, 2015			13,427		12,845,131
Term Loan, 4.06%, Maturing May 5, 2015			4,149		3,920,556
Term Loan, 4.13%, Maturing May 5, 2015			6,932		6,631,612
Term Loan, 4.13%, Maturing May 5, 2015			7,097		6,706,857
Term Loan, 5.29%, Maturing May 5, 2015	EUR		1,082		1,400,378
Nalco Co.
Term Loan, 4.50%, Maturing October 5, 2017			11,509		11,521,341
Norit NV
Term Loan, 6.75%, Maturing July 7, 2017			16,750		16,331,250
OM Group, Inc.
Term Loan, 5.75%, Maturing August 2, 2017			7,000		7,017,500
Term Loan, 6.25%, Maturing August 2, 2017	EUR		2,000		2,747,799
Omnova Solutions, Inc.
Term Loan, 5.75%, Maturing May 31, 2017			15,139		15,006,394
Solutia, Inc.
Revolving Loan, 0.93%, Maturing March 17, 2015⁽²⁾			5,000		4,762,500
Term Loan, 3.50%, Maturing August 1, 2017			14,911		14,957,769
Styron S.A.R.L.
Term Loan, 6.00%, Maturing August 2, 2017			40,568		37,297,607
Univar, Inc.
Term Loan, 5.00%, Maturing June 30, 2017			73,846		72,369,201


				$	389,454,253




Clothing / Textiles — 0.1%

Phillips-Van Heusen Corp.
Term Loan, 4.33%, Maturing February 26, 2016	EUR		2,348	$	3,232,226
Warnaco, Inc.
Term Loan, 3.75%, Maturing June 15, 2018			3,940		3,920,424


				$	7,152,650




Conglomerates — 1.6%

Education Management, LLC
Term Loan, 2.13%, Maturing June 3, 2013			18,613	$	17,705,917
Financiere SPIE S.A.S.
Term Loan, 6.12%, Maturing June 29, 2018	EUR		4,500		5,884,184
Jason, Inc.
Term Loan, 8.25%, Maturing September 21, 2014			1,046		1,044,203
Term Loan, 8.25%, Maturing September 22, 2014			417		415,685
Term Loan, 8.50%, Maturing September 22, 2014			2,575		2,562,125
Rexnord Corp.
Term Loan, 2.50%, Maturing July 19, 2013			6,912		6,782,314
Term Loan, 2.87%, Maturing July 19, 2013			30,406		30,139,503
RGIS Holdings, LLC
Term Loan, 2.87%, Maturing April 30, 2014			937		887,964
Term Loan, 2.87%, Maturing April 30, 2014			20,109		19,053,252
Spectrum Brands, Inc.
Term Loan, 5.00%, Maturing June 17, 2016			27,843		27,808,074
Walter Energy, Inc.
Term Loan, 4.00%, Maturing April 2, 2018			41,817		41,799,959


				$	154,083,180




Containers and Glass Products — 2.4%

Berry Plastics Corp.
Term Loan, 2.24%, Maturing April 3, 2015			29,448	$	28,101,369
BWAY Corp.
Term Loan, 4.50%, Maturing February 23, 2018			2,620		2,600,358
Term Loan, 4.50%, Maturing February 23, 2018			29,510		29,288,882
Consolidated Container Co.
Term Loan, 2.50%, Maturing March 28, 2014			15,151		14,184,895
Graphic Packaging International, Inc.
Term Loan, 2.39%, Maturing May 16, 2014			21,189		21,034,558
Term Loan, 3.14%, Maturing May 16, 2014			9,072		9,092,579
Hilex Poly Co.
Term Loan, 11.25%, Maturing November 16, 2015			4,625		4,532,500
Pelican Products, Inc.
Term Loan, 5.00%, Maturing March 7, 2017			7,096		7,025,411

See Notes to Financial Statements.

Floating Rate Portfolio

October 31, 2011

Portfolio of Investments — continued


		Principal
		Amount*
Borrower/Tranche Description		(000’s omitted)		Value


Containers and Glass Products (continued)


Reynolds Group Holdings, Inc.
Term Loan, 6.50%, Maturing February 9, 2018			68,848	$	68,804,801
Term Loan, 6.50%, Maturing August 9, 2018			39,975		39,879,220
Sealed Air Corp.
Term Loan, 4.75%, Maturing October 3, 2018			4,165		4,212,280
Term Loan, 5.64%, Maturing October 3, 2018	EUR		998		1,376,790
TricorBraun, Inc.
Term Loan, 2.49%, Maturing July 31, 2013			1,591		1,543,408


				$	231,677,051




Cosmetics / Toiletries — 0.4%

Bausch & Lomb, Inc.
Term Loan, 3.50%, Maturing April 24, 2015			3,917	$	3,895,883
Term Loan, 3.59%, Maturing April 24, 2015			17,755		17,658,461
Huish Detergents, Inc.
Term Loan, 2.25%, Maturing April 25, 2014			1,962		1,818,373
Prestige Brands, Inc.
Term Loan, 4.77%, Maturing March 24, 2016			13,596		13,647,107


				$	37,019,824




Drugs — 0.8%

Aptalis Pharma, Inc.
Term Loan, 5.50%, Maturing February 10, 2017			20,272	$	19,625,649
Capsugel Healthcare, Ltd.
Term Loan, 5.25%, Maturing August 1, 2018			13,250		13,299,688
Endo Pharmaceuticals Holdings, Inc.
Term Loan, 4.00%, Maturing June 18, 2018			7,906		7,933,847
Graceway Pharmaceuticals, LLC
Term Loan, 0.00%, Maturing May 3, 2012⁽⁶⁾			4,658		2,753,895
Warner Chilcott Corp.
Term Loan, 3.75%, Maturing March 17, 2016			4,603		4,563,907
Term Loan, 4.25%, Maturing March 15, 2018			7,639		7,594,448
Term Loan, 4.25%, Maturing March 15, 2018			15,278		15,188,896
WC Luxco S.A.R.L.
Term Loan, 4.25%, Maturing March 15, 2018			10,504		10,442,366


				$	81,402,696




Ecological Services and Equipment — 0.0%⁽¹³⁾

Big Dumpster Merger Sub, Inc.
Term Loan, 4.50%, Maturing February 5, 2013			679	$	552,026
Term Loan, 4.50%, Maturing February 5, 2013			1,614		1,311,060
Environmental Systems Products Holdings, Inc.
Term Loan – Second Lien, 13.50%, Maturing September 12, 2014⁽⁵⁾			247		220,975
Synagro Technologies, Inc.
Term Loan, 2.25%, Maturing April 2, 2014			886		770,654


				$	2,854,715




Electronics / Electrical — 5.9%

Aeroflex, Inc.
Term Loan, 4.25%, Maturing May 9, 2018			14,763	$	14,541,555
Aspect Software, Inc.
Term Loan, 6.25%, Maturing May 6, 2016			26,889		27,023,662
Attachmate Corp.
Term Loan, 6.50%, Maturing April 27, 2017			21,675		21,214,406
Bentley Systems, Inc.
Term Loan, 5.75%, Maturing February 10, 2017			5,781		5,737,953
Cinedigm Digital Funding I, LLC
Term Loan, 5.25%, Maturing April 29, 2016			9,041		8,679,370
CommScope, Inc.
Term Loan, 5.00%, Maturing January 14, 2018			32,482		32,359,956
CPI International, Inc.
Term Loan, 5.00%, Maturing February 9, 2017			10,446		10,237,141
Dealer Computer Services, Inc.
Term Loan, 2.74%, Maturing April 21, 2016			2,410		2,349,721
Term Loan, 3.75%, Maturing April 20, 2018			22,987		22,952,894
DG FastChannel, Inc.
Term Loan, 5.75%, Maturing July 26, 2018			21,920		21,700,862
Eagle Parent, Inc.
Term Loan, 5.00%, Maturing May 16, 2018			33,541		32,891,082
Edwards (Cayman Island II), Ltd.
Term Loan, 5.50%, Maturing May 31, 2016			8,444		7,930,091
Term Loan, 5.50%, Maturing May 31, 2016			17,825		16,740,968
FCI International S.A.S.
Term Loan, 3.62%, Maturing November 1, 2013			434		426,383
Term Loan, 3.62%, Maturing November 1, 2013			434		426,383
Term Loan, 3.62%, Maturing November 1, 2013			451		442,893
Term Loan, 3.62%, Maturing November 1, 2013			451		442,893
Term Loan, 3.62%, Maturing November 1, 2013			796		781,874
Term Loan, 3.62%, Maturing November 1, 2013			1,573		1,545,608
Term Loan, 3.62%, Maturing November 1, 2013			1,916		1,882,641
Freescale Semiconductor, Inc.
Term Loan, 4.49%, Maturing December 1, 2016			50,483		48,716,425
Infogroup, Inc.
Term Loan, 5.75%, Maturing May 22, 2018			11,240		10,705,779
Infor Enterprise Solutions Holdings
Term Loan, 6.00%, Maturing July 28, 2015			18,839		17,838,359
Term Loan, 6.00%, Maturing July 28, 2015			41,151		39,581,969
Term Loan, 6.31%, Maturing July 28, 2015	EUR		2,847		3,663,406
Term Loan – Second Lien, 6.50%, Maturing March 3, 2014			550		453,750
Term Loan – Second Lien, 6.50%, Maturing March 3, 2014			950		774,250
Microsemi Corp.
Term Loan, 5.75%, Maturing February 2, 2018			19,100		19,243,250
NXP B.V.
Term Loan, 4.50%, Maturing March 3, 2017			36,258		34,988,753

See Notes to Financial Statements.

Floating Rate Portfolio

October 31, 2011

Portfolio of Investments — continued


		Principal
		Amount*
Borrower/Tranche Description		(000’s omitted)		Value


Electronics / Electrical (continued)


Open Solutions, Inc.
Term Loan, 2.55%, Maturing January 23, 2014			9,925	$	8,564,898
Rovi Solutions Corp.
Term Loan, 4.00%, Maturing February 7, 2018			4,975		5,006,094
SafeNet, Inc.
Term Loan, 2.75%, Maturing April 12, 2014			14,251		13,693,308
Sensata Technologies Finance Co., LLC
Term Loan, 4.00%, Maturing May 11, 2018			36,384		36,270,113
Serena Software, Inc.
Term Loan, 4.34%, Maturing March 10, 2016			10,010		9,509,443
Shield Finance Co. S.A.R.L.
Term Loan, 7.75%, Maturing June 15, 2016			6,822		6,737,116
Ship US Bidco, Inc.
Term Loan, 6.01%, Maturing November 30, 2017	GBP		7,000		10,880,131
SkillSoft Corp.
Term Loan, 6.50%, Maturing May 19, 2017			3,650		3,650,000
Term Loan, 6.50%, Maturing May 26, 2017			3,914		3,913,545
Spansion, LLC
Term Loan, 4.75%, Maturing February 9, 2015			8,466		8,437,336
SS&C Technologies, Inc.
Term Loan, 2.25%, Maturing November 23, 2012			2,033		2,028,163
Sunquest Information Systems, Inc.
Term Loan, 6.25%, Maturing December 16, 2016			13,890		13,751,286
Vertafore, Inc.
Term Loan, 5.25%, Maturing July 29, 2016			21,622		21,270,367
Web.com Group, Inc.
Term Loan, Maturing October 27, 2017⁽³⁾			26,175		23,508,422


				$	573,494,499




Equipment Leasing — 0.5%

BakerCorp. International, Inc.
Term Loan, 5.00%, Maturing June 1, 2018			14,015	$	13,830,930
Delos Aircraft, Inc.
Term Loan, 7.00%, Maturing March 17, 2016			11,192		11,285,573
International Lease Finance Corp.
Term Loan, 6.75%, Maturing March 17, 2015			23,138		23,361,656


				$	48,478,159




Farming / Agriculture — 0.2%

Earthbound Farm Holdings III, LLC
Term Loan, 5.50%, Maturing December 21, 2016			6,253	$	6,174,591
WM. Bolthouse Farms, Inc.
Term Loan, 5.50%, Maturing February 11, 2016			12,273		12,181,040


				$	18,355,631




Financial Intermediaries — 3.9%

AmWINS Group, Inc.
Revolving Loan, 2.35%, Maturing June 8, 2012⁽²⁾			7,500	$	7,275,000
Term Loan, 4.62%, Maturing June 8, 2013			12,408		12,097,888
Asset Acceptance Capital Corp.
Term Loan, 4.12%, Maturing June 5, 2013			11,646		11,529,631
CB Richard Ellis Services, Inc.
Term Loan, 3.50%, Maturing March 5, 2018			8,016		7,835,273
Term Loan, 3.74%, Maturing September 4, 2019			8,568		8,375,037
Citco III, Ltd.
Term Loan, 6.25%, Maturing June 29, 2018			23,541		22,893,622
Fifth Third Processing Solutions, LLC
Term Loan, 4.50%, Maturing November 3, 2016			18,437		18,379,374
First Data Corp.
Term Loan, 2.98%, Maturing September 24, 2014			24,983		23,146,838
Term Loan, 2.99%, Maturing September 24, 2014			18,401		17,055,800
Term Loan, 2.99%, Maturing September 24, 2014			19,812		18,363,135
Term Loan, 4.24%, Maturing March 23, 2018			15,843		13,767,144
Grosvenor Capital Management Holdings, LLP
Term Loan, 4.25%, Maturing December 5, 2016			8,965		8,628,728
HarbourVest Partners, LLC
Term Loan, 6.25%, Maturing December 14, 2016			9,572		9,571,515
iPayment, Inc.
Term Loan, 5.75%, Maturing May 8, 2017			21,037		21,247,533
LPL Holdings, Inc.
Term Loan, 2.02%, Maturing June 28, 2013			4,467		4,430,843
Term Loan, 4.25%, Maturing June 25, 2015			23,480		23,342,842
Term Loan, 5.25%, Maturing June 28, 2017			15,302		15,282,787
Mercury Payment Systems Canada, LLC
Term Loan, 6.50%, Maturing July 3, 2017			8,853		8,863,878
Mondrian Investment Partners, Ltd.
Term Loan, 5.50%, Maturing July 12, 2018			17,230		17,229,545
Nuveen Investments, Inc.
Term Loan, 3.39%, Maturing November 13, 2014			21,731		21,051,893
Term Loan, 5.89%, Maturing May 12, 2017			39,459		38,038,459
RJO Holdings Corp.
Term Loan, 6.25%, Maturing December 10, 2015⁽⁵⁾			63		51,347
Term Loan, 6.25%, Maturing December 10, 2015⁽⁵⁾			1,995		1,507,700
RPI Finance Trust
Term Loan, 4.00%, Maturing May 9, 2018			29,775		29,635,818
Travelex America Holdings, Inc.
Term Loan, 2.70%, Maturing October 31, 2013			423		421,754
Term Loan, 2.70%, Maturing October 31, 2013			8,577		8,551,246
Term Loan, 3.20%, Maturing October 31, 2014			423		421,754
Term Loan, 3.20%, Maturing October 31, 2014			8,577		8,551,246


				$	377,547,630

See Notes to Financial Statements.

Floating Rate Portfolio

October 31, 2011

Portfolio of Investments — continued


		Principal
		Amount*
Borrower/Tranche Description		(000’s omitted)		Value


Food Products — 4.2%

American Seafoods Group, LLC
Term Loan, 4.25%, Maturing March 8, 2018			10,198	$	10,012,955
BL Marketing, Ltd. (Weetabix)
Term Loan, 2.45%, Maturing December 31, 2013	GBP		3,000		4,555,986
Term Loan – Second Lien, 5.46%, Maturing June 30, 2015	GBP		2,500		3,637,875
Dean Foods Co.
Term Loan, 1.87%, Maturing April 2, 2014			31,813		30,765,496
Term Loan, 3.25%, Maturing April 2, 2014			6,867		6,736,195
Del Monte Foods Co.
Term Loan, 4.50%, Maturing March 8, 2018			96,112		93,949,113
Dole Food Company, Inc.
Term Loan, 5.05%, Maturing July 6, 2018			13,171		13,220,131
Farley’s & Sathers Candy Company, Inc.
Term Loan, 6.50%, Maturing March 30, 2018			9,453		9,417,053
JBS USA Holdings, Inc.
Term Loan, 4.25%, Maturing May 25, 2018			22,743		22,401,855
Michael Foods Group, Inc.
Term Loan, 4.25%, Maturing February 23, 2018			25,136		24,947,098
NBTY, Inc.
Term Loan, 4.25%, Maturing October 2, 2017			79,566		79,500,009
Pierre Foods, Inc.
Term Loan, 7.00%, Maturing September 30, 2016			15,669		15,558,246
Pinnacle Foods Holdings Corp.
Revolving Loan, 0.94%, Maturing April 2, 2013⁽²⁾			4,000		3,720,000
Term Loan, 2.77%, Maturing April 2, 2014			38,590		38,171,798
Term Loan, 6.00%, Maturing April 2, 2014			5,744		5,812,139
Solvest, Ltd.
Term Loan, 5.03%, Maturing July 6, 2018			24,460		24,551,672
United Biscuits (UK), Ltd.
Term Loan – Second Lien, 4.71%, Maturing June 15, 2016	GBP		1,500		2,161,621
Windsor Quality Food Co., Ltd.
Term Loan, 5.00%, Maturing February 16, 2017			21,219		20,158,050


				$	409,277,292




Food Service — 3.8%

Aramark Corp.
Term Loan, 2.24%, Maturing January 24, 2014			953	$	942,975
Term Loan, 2.11%, Maturing January 27, 2014			3,254		3,215,960
Term Loan, 2.24%, Maturing January 27, 2014			19,105		18,881,288
Term Loan, 3.49%, Maturing July 26, 2016			4,450		4,415,155
Term Loan, 3.62%, Maturing July 26, 2016			46,440		46,072,790
Buffets, Inc.
Term Loan, 14.00%, Maturing April 21, 2015⁽⁴⁾			9,117		4,330,630
Term Loan, 9.62%, Maturing April 22, 2015⁽⁴⁾			1,228		549,310
Burger King Corp.
Term Loan, 4.50%, Maturing October 19, 2016			66,814		66,646,753
Darling International, Inc.
Term Loan, 5.38%, Maturing December 16, 2016			2,400		2,408,251
Denny’s, Inc.
Term Loan, 5.25%, Maturing September 30, 2016			13,179		13,228,513
DineEquity, Inc.
Term Loan, 4.32%, Maturing October 19, 2017			23,417		23,446,020
Dunkin’ Brands, Inc.
Term Loan, 4.00%, Maturing November 23, 2017			51,021		51,021,016
JRD Holdings, Inc.
Term Loan, 2.50%, Maturing July 2, 2014			4,025		3,975,049
OSI Restaurant Partners, LLC
Term Loan, 2.80%, Maturing June 14, 2013			6,636		6,353,839
Term Loan, 2.56%, Maturing June 14, 2014			71,770		68,719,786
Sagittarius Restaurants, LLC
Term Loan, 7.51%, Maturing May 18, 2015			7,763		7,723,688
Selecta
Term Loan, 2.62%, Maturing July 2, 2015	CHF		18,405		16,424,159
SSP Financing, Ltd.
Term Loan, 1.85%, Maturing December 17, 2016			5,115		3,930,351
U.S. Foodservice, Inc.
Term Loan, 2.75%, Maturing July 3, 2014			28,143		26,193,883


				$	368,479,416




Food / Drug Retailers — 3.2%

Alliance Boots Holdings, Ltd.
Term Loan, 3.63%, Maturing July 9, 2015	GBP		29,000	$	42,767,667
Term Loan, 4.15%, Maturing July 9, 2015	EUR		19,813		25,780,103
General Nutrition Centers, Inc.
Term Loan, 4.25%, Maturing March 2, 2018			53,950		53,882,563
Rite Aid Corp.
Term Loan, 2.00%, Maturing June 4, 2014			68,472		65,790,508
Term Loan, 4.50%, Maturing March 2, 2018			34,561		32,833,325
Roundy’s Supermarkets, Inc.
Term Loan, 7.00%, Maturing November 3, 2013			35,868		35,121,108
Supervalu, Inc.
Term Loan, 4.50%, Maturing April 28, 2018			54,957		52,827,038


				$	309,002,312




Forest Products — 0.0%⁽¹³⁾

Xerium Technologies, Inc.
Term Loan, 5.50%, Maturing May 22, 2017			4,308	$	4,249,193


				$	4,249,193




Health Care — 11.7%

1-800-Contacts, Inc.
Term Loan, 7.70%, Maturing March 4, 2015			7,614	$	7,575,747

See Notes to Financial Statements.

Floating Rate Portfolio

October 31, 2011

Portfolio of Investments — continued


		Principal
		Amount*
Borrower/Tranche Description		(000’s omitted)		Value


Health Care (continued)


Alere, Inc.
Term Loan, 4.50%, Maturing June 30, 2017			31,925	$	31,446,125
Alliance Healthcare Services
Term Loan, 7.25%, Maturing June 1, 2016			12,009		10,928,593
Ardent Medical Services, Inc.
Term Loan, 6.50%, Maturing September 15, 2015			10,461		10,258,000
Term Loan, 6.50%, Maturing September 18, 2015			9,150		8,955,562
Aveta Holdings, LLC
Term Loan, 8.50%, Maturing April 14, 2015			8,347		8,284,826
Term Loan, 8.50%, Maturing April 14, 2015			8,347		8,284,826
Biomet, Inc.
Term Loan, 3.32%, Maturing March 25, 2015			58,223		57,513,786
Carestream Health, Inc.
Term Loan, 5.00%, Maturing February 25, 2017			22,063		19,861,337
Carl Zeiss Vision Holding GmbH
Term Loan, 4.00%, Maturing September 30, 2019⁽⁴⁾	EUR		870		1,023,830
Catalent Pharma Solutions
Term Loan, 2.50%, Maturing April 10, 2014			15,241		14,584,201
CDRL MS, Inc.
Term Loan, 6.75%, Maturing September 29, 2016			6,814		6,765,796
Community Health Systems, Inc.
Term Loan, 2.57%, Maturing July 25, 2014			3,912		3,805,117
Term Loan, 2.57%, Maturing July 25, 2014			89,441		86,995,369
Term Loan, 3.82%, Maturing January 25, 2017			29,259		28,439,937
ConvaTec, Inc.
Term Loan, 5.75%, Maturing December 22, 2016			17,753		17,353,924
CRC Health Corp.
Term Loan, 4.87%, Maturing November 16, 2015			30,015		28,514,556
Dako EQT Project Delphi
Term Loan, 3.73%, Maturing May 31, 2016	EUR		3,099		3,976,602
Term Loan, 2.50%, Maturing June 12, 2016			1,568		1,438,917
DaVita, Inc.
Term Loan, 4.50%, Maturing October 20, 2016			10,676		10,673,026
DJO Finance, LLC
Term Loan, 3.25%, Maturing May 20, 2014			16,217		15,683,098
Drumm Investors, LLC
Term Loan, 5.00%, Maturing May 4, 2018			25,695		23,489,438
Emdeon Business Services, LLC
Term Loan, 4.25%, Maturing November 18, 2013			8,683		8,723,778
Term Loan, 4.50%, Maturing November 18, 2013			8,910		8,915,569
Emergency Medical Services Corp.
Term Loan, 5.25%, Maturing May 25, 2018			25,194		24,715,570
Fenwal, Inc.
Term Loan, 2.57%, Maturing February 28, 2014			496		462,038
Term Loan, 2.57%, Maturing February 28, 2014			2,894		2,694,629
Gentiva Health Services, Inc.
Term Loan, Maturing August 17, 2016⁽³⁾			2,000		1,795,000
Grifols, Inc.
Term Loan, 6.00%, Maturing June 1, 2017			35,187		35,340,755
Hanger Orthopedic Group, Inc.
Term Loan, 4.00%, Maturing December 1, 2016			19,959		19,485,457
HCA, Inc.
Term Loan, 3.62%, Maturing March 31, 2017			54,269		52,793,340
Term Loan, 3.62%, Maturing May 1, 2018			39,850		38,542,456
Health Management Associates, Inc.
Term Loan, 2.12%, Maturing February 28, 2014			53,009		52,081,594
Iasis Healthcare, LLC
Term Loan, 5.00%, Maturing May 3, 2018			12,156		11,913,168
Immucor, Inc.
Term Loan, 7.25%, Maturing August 17, 2018			8,500		8,563,750
inVentiv Health, Inc.
Term Loan, 6.50%, Maturing August 4, 2016			31,003		30,305,768
Term Loan, 6.75%, Maturing May 15, 2018			15,885		15,766,049
Kindred Healthcare, Inc.
Term Loan, 5.25%, Maturing June 1, 2018			22,768		21,288,022
Kinetic Concepts, Inc.
Term Loan, Maturing November 2, 2018⁽³⁾			54,000		54,215,136
Lifepoint Hospitals, Inc.
Term Loan, 3.08%, Maturing April 15, 2015			11,748		11,601,389
MedAssets, Inc.
Term Loan, 5.25%, Maturing November 16, 2016			23,446		23,314,210
Medpace, Inc.
Term Loan, 6.50%, Maturing June 16, 2017			11,621		11,097,936
MultiPlan, Inc.
Term Loan, 4.75%, Maturing August 26, 2017			70,232		68,154,455
Physiotherapy Associates, Inc.
Term Loan, 7.50%, Maturing June 27, 2013			6,026		5,996,181
Prime Healthcare Services, Inc.
Term Loan, 7.25%, Maturing April 22, 2015			29,660		28,250,743
RadNet Management, Inc.
Term Loan, 5.75%, Maturing April 1, 2016			22,958		22,039,717
Renal Advantage Holdings, Inc.
Term Loan, 5.75%, Maturing December 16, 2016			9,602		9,614,441
Select Medical Corp.
Term Loan, 5.50%, Maturing May 25, 2018			38,853		36,132,941
Sunrise Medical Holdings, Inc.
Term Loan, 7.25%, Maturing May 13, 2014	EUR		2,019		2,584,087
TriZetto Group, Inc. (The)
Term Loan, 4.75%, Maturing May 2, 2018			22,893		22,563,543
Universal Health Services, Inc.
Term Loan, 4.00%, Maturing November 15, 2016			22,644		22,537,437
Vanguard Health Holding Co., II, LLC
Term Loan, 5.00%, Maturing January 29, 2016			24,757		24,612,289
VWR Funding, Inc.
Term Loan, 2.75%, Maturing June 30, 2014			52,910		51,079,911


				$	1,133,033,972

See Notes to Financial Statements.

Floating Rate Portfolio

October 31, 2011

Portfolio of Investments — continued


		Principal
		Amount*
Borrower/Tranche Description		(000’s omitted)		Value


Home Furnishings — 0.5%

Hunter Fan Co.
Term Loan, 2.75%, Maturing April 16, 2014			2,748	$	2,528,437
National Bedding Co., LLC
Term Loan, 3.88%, Maturing November 28, 2013			26,439		26,207,607
Term Loan – Second Lien, 5.31%, Maturing February 28, 2014			4,500		4,365,000
Oreck Corp.
Term Loan – Second Lien, 3.85%, Maturing March 19, 2016⁽⁵⁾			797		716,925
Sofia III S.A.R.L.
Term Loan, 2.50%, Maturing June 24, 2016	EUR		3,464		3,791,807
Yankee Candle Company, Inc. (The)
Term Loan, 2.25%, Maturing February 6, 2014			9,808		9,624,467


				$	47,234,243




Industrial Equipment — 1.2%

Alliance Laundry Systems, LLC
Term Loan, 6.25%, Maturing September 30, 2016			1,782	$	1,785,798
Excelitas Technologies Corp.
Term Loan, 4.75%, Maturing November 23, 2016			5,940		5,940,000
Term Loan, 1.88%, Maturing February 16, 2017⁽²⁾			7,000		6,755,000
Generac CCMP Acquisition Corp.
Term Loan, 2.78%, Maturing November 11, 2013			10,205		9,907,829
Husky Injection Molding Systems, Ltd.
Term Loan, Maturing June 30, 2018⁽³⁾			10,500		10,504,379
Kinetek Acquisitions Corp.
Term Loan, 2.87%, Maturing November 11, 2013			277		241,089
Term Loan, 2.87%, Maturing November 11, 2013			2,732		2,377,056
KION Group GmbH
Term Loan, 3.75%, Maturing December 23, 2014⁽⁴⁾			11,774		9,807,919
Term Loan, 5.12%, Maturing December 23, 2014⁽⁴⁾	EUR		452		531,182
Term Loan, 4.87%, Maturing December 29, 2014⁽⁴⁾	EUR		593		697,367
Term Loan, 4.00%, Maturing December 23, 2015⁽⁴⁾			11,774		9,807,919
Term Loan, 5.12%, Maturing December 29, 2015⁽⁴⁾	EUR		574		675,602
Term Loan, 5.37%, Maturing December 29, 2015⁽⁴⁾	EUR		425		499,788
Manitowoc Company, Inc. (The)
Term Loan, 4.25%, Maturing November 13, 2017			7,057		6,951,453
Polypore, Inc.
Revolving Loan, 0.50%, Maturing July 3, 2013⁽²⁾			2,000		1,820,000
Term Loan, 2.25%, Maturing July 3, 2014			22,382		22,018,184
Term Loan, 3.31%, Maturing July 3, 2014	EUR		1,067		1,417,524
Tank Intermediate Holding Corp.
Term Loan, 5.00%, Maturing April 15, 2016			8,260		8,135,728
Terex Corp.
Term Loan, 6.03%, Maturing April 28, 2017	EUR		10,000		13,828,352


				$	113,702,169




Insurance — 2.3%

Alliant Holdings I, Inc.
Term Loan, 3.37%, Maturing August 21, 2014			23,282	$	23,165,415
Term Loan, 6.75%, Maturing August 21, 2014			3,898		3,926,475
Applied Systems, Inc.
Term Loan, 5.50%, Maturing December 8, 2016			8,627		8,454,108
Asurion Corp.
Term Loan, 5.50%, Maturing May 24, 2018			72,633		71,906,962
Term Loan – Second Lien, 9.00%, Maturing May 24, 2019			15,300		15,089,625
C.G. JCF Corp.
Term Loan, 3.25%, Maturing August 1, 2014			3,583		3,484,118
CCC Information Services Group, Inc.
Term Loan, 5.50%, Maturing November 11, 2015			12,636		12,651,995
CNO Financial Group, Inc.
Term Loan, 6.25%, Maturing September 30, 2016			13,233		13,332,001
HUB International Holdings, Inc.
Term Loan, 2.87%, Maturing June 13, 2014			3,287		3,218,523
Term Loan, 2.87%, Maturing June 13, 2014			18,907		18,512,684
Term Loan, 6.75%, Maturing June 13, 2014			3,455		3,463,136
Sedgwick CMS Holdings, Inc.
Term Loan, 5.00%, Maturing December 30, 2016			5,475		5,426,713
Towergate Finance, PLC
Term Loan, 6.50%, Maturing August 4, 2017	GBP		10,250		15,272,381
U.S.I. Holdings Corp.
Term Loan, 2.75%, Maturing May 5, 2014			23,400		22,273,428
Term Loan, 7.00%, Maturing May 5, 2014			3,920		3,939,600


				$	224,117,164




Leisure Goods / Activities / Movies — 4.0%

Alpha D2, Ltd.
Term Loan, 1.40%, Maturing December 31, 2012			618	$	607,342
Term Loan, 2.53%, Maturing December 31, 2013			11,110		10,648,092
Term Loan, 2.53%, Maturing December 31, 2013			20,196		19,356,699
Term Loan – Second Lien, 3.90%, Maturing June 30, 2014			5,000		4,664,285
AMC Entertainment, Inc.
Term Loan, 3.49%, Maturing December 16, 2016			26,890		26,598,736
AMC Networks, Inc.
Term Loan, 4.00%, Maturing December 31, 2018			10,394		10,307,325
Bombardier Recreational Products
Term Loan, 2.90%, Maturing June 28, 2013			39,837		38,741,621
Carmike Cinemas, Inc.
Term Loan, 5.50%, Maturing January 27, 2016			12,094		12,033,743
Cedar Fair, L.P.
Term Loan, 4.00%, Maturing December 15, 2017			27,698		27,767,649
Cinemark USA, Inc.
Term Loan, 3.52%, Maturing April 29, 2016			11,280		11,230,514

See Notes to Financial Statements.

Floating Rate Portfolio

October 31, 2011

Portfolio of Investments — continued


		Principal
		Amount*
Borrower/Tranche Description		(000’s omitted)		Value


Leisure Goods / Activities / Movies (continued)


Clubcorp Operations, Inc.
Term Loan, 6.00%, Maturing November 9, 2016			10,968	$	10,940,570
Deluxe Entertainment Services Group, Inc.
Term Loan, 6.25%, Maturing May 11, 2013			525		516,730
Term Loan, 6.25%, Maturing May 11, 2013			7,448		7,336,464
Fender Musical Instruments Corp.
Term Loan, 2.50%, Maturing June 9, 2014			1,119		1,043,910
Term Loan, 2.50%, Maturing June 9, 2014			3,903		3,639,460
Kasima, LLC
Term Loan, 3.80%, Maturing March 10, 2015⁽²⁾			15,000		14,475,000
Term Loan, 5.00%, Maturing March 31, 2017			10,945		10,561,925
Live Nation Entertainment, Inc.
Term Loan, 4.50%, Maturing November 7, 2016			33,796		33,753,782
Merlin Entertainment Group
Term Loan, 4.50%, Maturing July 21, 2017			16,545		15,607,571
Term Loan, 4.96%, Maturing July 21, 2017	GBP		9,332		14,154,995
National CineMedia, LLC
Term Loan, 1.84%, Maturing February 13, 2015			3,328		3,233,306
Regal Cinemas Corp.
Term Loan, 3.37%, Maturing August 23, 2017			9,882		9,775,010
Revolution Studios Distribution Co., LLC
Term Loan, 4.03%, Maturing December 21, 2014			5,262		3,867,740
SeaWorld Parks & Entertainment, Inc.
Term Loan, 3.00%, Maturing February 17, 2016			6,172		6,094,935
Term Loan, 4.00%, Maturing August 17, 2017			24,965		24,840,112
Six Flags Theme Parks, Inc.
Term Loan, 5.25%, Maturing June 30, 2016			30,563		30,658,652
Town Sports International, Inc.
Term Loan, 7.00%, Maturing May 4, 2018			12,780		12,684,522
Vue Entertainment Investment, Ltd.
Term Loan, 6.12%, Maturing December 8, 2017	GBP		6,500		10,085,556
Term Loan, 6.12%, Maturing December 9, 2017	EUR		1,000		1,342,189
Zuffa, LLC
Revolving Loan, 1.97%, Maturing June 19, 2012⁽²⁾			4,000		3,848,800
Term Loan, 2.25%, Maturing June 19, 2015			10,865		10,430,153


				$	390,847,388




Lodging and Casinos — 2.0%

Affinity Gaming, LLC
Term Loan, 10.00%, Maturing December 31, 2015			3,591	$	3,580,810
Ameristar Casinos, Inc.
Term Loan, 4.00%, Maturing April 13, 2018			10,659		10,663,351
Caesars Entertainment Operating Co.
Term Loan, 3.36%, Maturing January 28, 2015			22,051		19,487,186
Term Loan, 3.42%, Maturing January 28, 2015			36,964		32,712,915
Term Loan, 3.42%, Maturing January 28, 2015			23,750		21,039,959
Term Loan, 9.50%, Maturing October 31, 2016			9,825		9,966,234
Gala Group, Ltd.
Term Loan, 5.71%, Maturing May 30, 2018	GBP		21,200		28,960,154
Isle of Capri Casinos, Inc.
Term Loan, 4.75%, Maturing November 1, 2013			6,480		6,504,206
Las Vegas Sands, LLC
Term Loan, 1.84%, Maturing May 23, 2014			1,345		1,316,831
Term Loan, 1.84%, Maturing May 23, 2014			6,557		6,418,846
Term Loan, 2.84%, Maturing November 23, 2016			4,894		4,735,008
Term Loan, 2.84%, Maturing November 23, 2016			9,588		9,281,913
LodgeNet Entertainment Corp.
Term Loan, 6.50%, Maturing April 4, 2014			8,582		7,509,025
Quidnax AB
Term Loan, 3.83%, Maturing April 25, 2015	EUR		4,725		5,071,919
Term Loan, 4.21%, Maturing June 30, 2016	EUR		4,725		5,071,919
The Mississippi Band of Choctaw Indians
Term Loan, 8.25%, Maturing November 4, 2011			2,214		1,892,582
VML US Finance, LLC
Term Loan, 4.75%, Maturing May 25, 2012			6,818		6,805,236
Term Loan, 4.75%, Maturing May 27, 2013			7,898		7,866,913
Term Loan, 4.75%, Maturing May 27, 2013			7,979		7,964,064


				$	196,849,071




Nonferrous Metals / Minerals — 0.8%

Fairmount Minerals, Ltd.
Term Loan, 5.25%, Maturing March 15, 2017			44,210	$	44,099,416
Novelis, Inc.
Term Loan, 3.75%, Maturing March 10, 2017			15,664		15,607,387
Oxbow Carbon and Mineral Holdings
Term Loan, 3.86%, Maturing May 8, 2016			20,773		20,071,440


				$	79,778,243




Oil and Gas — 1.7%

Big West Oil, LLC
Term Loan, 7.00%, Maturing March 31, 2016			6,258	$	6,336,118
Buffalo Gulf Coast Terminals, LLC
Term Loan, Maturing October 31, 2017⁽³⁾			6,875		6,960,938
CITGO Petroleum Corp.
Term Loan, 8.00%, Maturing June 24, 2015			2,599		2,602,356
Term Loan, 9.00%, Maturing June 23, 2017			22,973		23,455,141
Crestwood Holdings, LLC
Term Loan, 10.50%, Maturing September 30, 2016			3,927		3,995,539
Frac Tech International, LLC
Term Loan, 6.25%, Maturing May 6, 2016			20,037		19,961,931
Gibson Energy
Term Loan, 5.75%, Maturing June 14, 2018			27,930		27,999,825
MEG Energy Corp.
Term Loan, 4.00%, Maturing March 16, 2018			23,050		23,047,603

See Notes to Financial Statements.

Floating Rate Portfolio

October 31, 2011

Portfolio of Investments — continued


		Principal
		Amount*
Borrower/Tranche Description		(000’s omitted)		Value


Oil and Gas (continued)


Obsidian Natural Gas Trust
Term Loan, 7.00%, Maturing November 2, 2015			41,415	$	41,621,618
Sheridan Production Partners I, LLC
Term Loan, 6.50%, Maturing April 20, 2017			772		773,216
Term Loan, 6.50%, Maturing April 20, 2017			1,263		1,265,894
Term Loan, 6.50%, Maturing April 20, 2017			9,534		9,553,325


				$	167,573,504




Publishing — 3.8%

Ascend Learning
Term Loan, 7.01%, Maturing December 6, 2016			17,240	$	16,794,508
Aster Zweite Beteiligungs GmbH
Term Loan, 4.65%, Maturing December 31, 2015			181		167,811
Term Loan, 4.65%, Maturing December 31, 2015			321		297,276
Term Loan, 4.80%, Maturing December 31, 2014			8,015		7,140,960
Term Loan, 4.80%, Maturing December 30, 2016			1,058		942,570
Term Loan, 4.80%, Maturing December 30, 2016			2,740		2,441,145
Term Loan, 4.80%, Maturing December 30, 2016			10,823		9,643,239
Term Loan, 4.80%, Maturing December 30, 2016			14,359		12,793,742
Term Loan, 6.00%, Maturing December 30, 2016	EUR		708		892,119
Term Loan, 6.00%, Maturing December 30, 2016	EUR		792		996,632
Term Loan, 6.00%, Maturing December 30, 2016	EUR		2,690		3,386,824
Term Loan, 6.00%, Maturing December 30, 2016	EUR		2,750		3,462,709
Black Press US Partnership
Term Loan, 2.32%, Maturing August 2, 2013			958		915,285
Term Loan, 2.32%, Maturing August 2, 2013			1,579		1,507,529
Cengage Learning Acquisitions, Inc.
Term Loan, 2.50%, Maturing July 3, 2014			24,067		20,765,084
GateHouse Media Operating, Inc.
Term Loan, 2.25%, Maturing August 28, 2014			4,859		1,198,661
Term Loan, 2.25%, Maturing August 28, 2014			15,484		3,819,284
Term Loan, 2.50%, Maturing August 28, 2014			9,242		2,279,776
Getty Images, Inc.
Term Loan, 5.25%, Maturing November 7, 2016			44,626		44,812,222
Instant Web, Inc.
Term Loan, 3.62%, Maturing August 7, 2014			1,649		1,566,157
Term Loan, 3.62%, Maturing August 7, 2014			15,815		15,024,262
Interactive Data Corp.
Term Loan, 4.50%, Maturing February 12, 2018			35,539		35,327,906
Lamar Media Corp.
Term Loan, 3.00%, Maturing April 27, 2015			2,144		2,132,872
Laureate Education, Inc.
Term Loan, 5.25%, Maturing August 15, 2018			49,715		46,670,253
MediaNews Group, Inc.
Term Loan, 8.50%, Maturing March 19, 2014			1,696		1,636,198
Merrill Communications, LLC
Term Loan, 7.50%, Maturing December 24, 2012			11,854		11,439,341
Nebraska Book Co., Inc.
Term Loan, 7.25%, Maturing July 27, 2012			5,000		4,950,000
Nelson Education, Ltd.
Term Loan, 2.87%, Maturing July 3, 2014			277		223,245
Newspaper Holdings, Inc.
Term Loan, 1.94%, Maturing July 24, 2014			17,229		13,352,255
Nielsen Finance, LLC
Term Loan, 2.24%, Maturing August 9, 2013			36,580		36,442,921
Term Loan, 3.49%, Maturing May 2, 2016			35,585		35,392,368
Term Loan, 3.99%, Maturing May 2, 2016			3,752		3,742,623
SGS International, Inc.
Term Loan, 3.75%, Maturing September 30, 2013			909		900,342
Term Loan, 3.75%, Maturing September 30, 2013			1,838		1,819,658
Source Interlink Companies, Inc.
Term Loan, 10.75%, Maturing June 18, 2012			1,779		1,752,171
Term Loan, 10.75%, Maturing June 18, 2013			4,022		3,871,418
Term Loan, 15.00%, Maturing March 18, 2014⁽⁴⁾			1,611		1,489,995
Springer Science+Business Media S.A.
Term Loan, 4.25%, Maturing June 17, 2016			11,998		11,570,355
Star Tribune Co. (The)
Term Loan, 8.00%, Maturing September 28, 2014			947		870,936
Term Loan, 8.00%, Maturing September 29, 2014			841		837,276


				$	365,269,928




Radio and Television — 3.3%

Block Communications, Inc.
Term Loan, 2.25%, Maturing December 21, 2012			9,241	$	9,241,236
Clear Channel Communication
Term Loan, 3.90%, Maturing January 28, 2016			16,500		13,078,824
Cumulus Media, Inc.
Term Loan, 5.75%, Maturing September 17, 2018			62,375		61,751,250
Entercom Communications Corp.
Revolving Loan, 1.25%, Maturing June 30, 2012⁽²⁾			3,000		2,850,000
Term Loan, 1.37%, Maturing June 30, 2012			2,839		2,772,998
Foxco Acquisition Sub, LLC
Term Loan, 4.75%, Maturing July 14, 2015			19,200		18,719,755
Gray Television, Inc.
Term Loan, 3.74%, Maturing December 31, 2014			2,583		2,532,840
HIT Entertainment, Inc.
Term Loan, 5.51%, Maturing June 1, 2012			3,412		3,386,581
Hubbard Radio, LLC
Term Loan, 5.25%, Maturing April 28, 2017			5,486		5,445,103
Local TV Finance, LLC
Term Loan, 2.25%, Maturing May 7, 2013			10,608		10,157,276
Miramax Film NY, LLC
Term Loan, 7.75%, Maturing May 20, 2016			7,253		7,252,692
Mission Broadcasting, Inc.
Term Loan, 5.00%, Maturing September 30, 2016			3,765		3,745,774

See Notes to Financial Statements.

Floating Rate Portfolio

October 31, 2011

Portfolio of Investments — continued


		Principal
		Amount*
Borrower/Tranche Description		(000’s omitted)		Value


Radio and Television (continued)


New Young Broadcasting Holding Co., Inc.
Term Loan, 8.00%, Maturing June 30, 2015			2,053	$	2,035,348
Nexstar Broadcasting, Inc.
Term Loan, 5.00%, Maturing September 30, 2016			10,863		10,808,897
Radio One, Inc.
Term Loan, 7.50%, Maturing March 23, 2016			9,957		9,360,032
Raycom TV Broadcasting, LLC
Term Loan, 4.50%, Maturing May 31, 2017			12,643		12,011,147
SMG H5 PTY, Ltd.
Term Loan, 6.45%, Maturing December 22, 2012	AUD		19,407		19,853,957
Tyrol Acquisition 2 SAS
Term Loan, 5.37%, Maturing October 6, 2013	EUR		5,000		5,886,488
Term Loan, 4.37%, Maturing January 29, 2016	EUR		2,750		3,243,912
Term Loan, 5.36%, Maturing January 29, 2016	EUR		2,750		3,243,912
Term Loan, 5.37%, Maturing January 29, 2016	EUR		7,800		9,200,913
Term Loan, 5.37%, Maturing January 29, 2016	EUR		7,800		9,200,913
Univision Communications, Inc.
Term Loan, 2.25%, Maturing September 29, 2014			23,377		22,570,487
Term Loan, 4.50%, Maturing March 31, 2017			63,701		57,915,030
Weather Channel
Term Loan, 4.25%, Maturing February 13, 2017			15,970		16,039,618


				$	322,304,983




Retailers (Except Food and Drug) — 3.5%

Amscan Holdings, Inc.
Term Loan, 6.75%, Maturing December 4, 2017			16,796	$	16,570,065
FTD, Inc.
Term Loan, 4.75%, Maturing June 6, 2018			17,558		17,228,748
Harbor Freight Tools USA, Inc.
Term Loan, 6.50%, Maturing December 22, 2017			26,367		26,267,745
J. Crew Operating Corp.
Term Loan, 4.75%, Maturing March 7, 2018			40,120		37,742,520
Jo-Ann Stores, Inc.
Term Loan, 4.75%, Maturing March 16, 2018			28,598		27,596,681
KKR My Best Friend UK Holdco.
Term Loan, 5.71%, Maturing January 24, 2017	GBP		2,000		3,176,610
Michaels Stores, Inc.
Term Loan, 2.66%, Maturing October 31, 2013			24,092		23,679,280
Term Loan, 4.91%, Maturing July 31, 2016			4,629		4,531,884
Neiman Marcus Group, Inc.
Term Loan, 4.75%, Maturing May 16, 2018			38,575		37,538,297
PETCO Animal Supplies, Inc.
Term Loan, 4.50%, Maturing November 24, 2017			35,046		34,826,664
Pilot Travel Centers, LLC
Term Loan, 4.25%, Maturing March 30, 2018			14,729		14,756,310
Savers, Inc.
Term Loan, 4.25%, Maturing March 3, 2017			17,925		17,846,410
Service Master Co.
Term Loan, 2.75%, Maturing July 24, 2014			3,185		3,054,973
Term Loan, 2.76%, Maturing July 24, 2014			33,872		32,489,147
Visant Holding Corp.
Term Loan, 5.25%, Maturing December 22, 2016			21,355		20,313,866
Vivarte
Term Loan, 3.23%, Maturing March 9, 2015	EUR		87		100,675
Term Loan, 3.23%, Maturing March 9, 2015	EUR		337		391,473
Term Loan, 3.23%, Maturing March 9, 2015	EUR		9,886		11,500,724
Term Loan, 3.85%, Maturing March 8, 2016	EUR		9,886		11,500,724
Term Loan, 3.85%, Maturing May 29, 2016	EUR		87		100,665
Term Loan, 3.85%, Maturing May 29, 2016	EUR		337		391,474
Term Loan – Second Lien, 4.85%, Maturing September 8, 2016	EUR		13		12,122
Term Loan – Second Lien, 4.85%, Maturing September 8, 2016	EUR		88		84,852
Term Loan – Second Lien, 4.85%, Maturing September 8, 2016	EUR		900		872,768


				$	342,574,677




Steel — 0.3%

JMC Steel Group, Inc.
Term Loan, 4.75%, Maturing April 3, 2017			20,721	$	20,617,271
Niagara Corp.
Term Loan, 10.50%, Maturing June 29, 2014⁽⁴⁾⁽⁵⁾			3,512		3,441,842
SunCoke Energy, Inc.
Term Loan, 4.01%, Maturing July 26, 2018			6,858		6,857,812


				$	30,916,925




Surface Transport — 1.0%

Hertz Corp.
Term Loan, 3.75%, Maturing March 9, 2018			26,150	$	24,384,875
Term Loan, 3.75%, Maturing March 9, 2018			38,227		37,994,567
Swift Transportation Co., Inc.
Term Loan, 6.00%, Maturing December 21, 2016			29,477		29,578,375


				$	91,957,817




Telecommunications — 3.8%

Alaska Communications Systems Holdings, Inc.
Term Loan, 5.50%, Maturing October 21, 2016			14,118	$	13,888,890
Cellular South, Inc.
Term Loan, 4.50%, Maturing July 27, 2017			6,908		6,890,418
ERC Luxembourg Holdings, Ltd.
Term Loan, 3.24%, Maturing September 30, 2014	EUR		5,451		5,411,407
Term Loan, 3.49%, Maturing September 30, 2015	EUR		5,451		5,411,864
Intelsat Jackson Holdings SA
Term Loan, 5.25%, Maturing April 2, 2018			98,331		98,054,306

See Notes to Financial Statements.

Floating Rate Portfolio

October 31, 2011

Portfolio of Investments — continued


		Principal
		Amount*
Borrower/Tranche Description		(000’s omitted)		Value


Telecommunications (continued)


IPC Systems, Inc.
Term Loan, 2.62%, Maturing May 31, 2014			4,311	$	3,933,562
Term Loan, 3.21%, Maturing May 31, 2014	GBP		325		495,440
Macquarie UK Broadcast, Ltd.
Term Loan, 2.71%, Maturing January 10, 2014	GBP		6,000		8,207,181
Term Loan, 2.96%, Maturing December 1, 2014	GBP		14,352		19,631,913
MetroPCS Wireless
Term Loan, 4.00%, Maturing March 16, 2018			80,484		79,410,631
Midcontinent Communications
Term Loan, 4.00%, Maturing December 30, 2016			8,925		8,761,304
Mobilitie Investments II, LLC
Term Loan, 5.50%, Maturing June 15, 2017			7,481		7,294,219
NTelos, Inc.
Term Loan, 4.00%, Maturing August 7, 2015			4,721		4,681,550
SBA Finance
Term Loan, 3.75%, Maturing June 29, 2018			12,618		12,547,396
Syniverse Technologies, Inc.
Term Loan, 5.25%, Maturing December 21, 2017			27,629		27,714,996
Telesat Canada, Inc.
Term Loan, 3.25%, Maturing October 31, 2014			4,677		4,612,491
Term Loan, 3.25%, Maturing October 31, 2014			54,448		53,699,445
TowerCo Finance, LLC
Term Loan, 5.25%, Maturing February 2, 2017			9,054		9,054,500


				$	369,701,513




Utilities — 1.8%

AES Corp.
Term Loan, 4.25%, Maturing June 1, 2018			29,877	$	29,881,041
BRSP, LLC
Term Loan, 7.50%, Maturing June 4, 2014			10,794		10,848,272
Calpine Corp.
Term Loan, 4.50%, Maturing April 2, 2018			12,768		12,672,240
Term Loan, 4.50%, Maturing April 2, 2018			31,065		30,803,038
Covanta Energy Corp.
Term Loan, 1.67%, Maturing February 10, 2014			887		868,762
Term Loan, 1.75%, Maturing February 10, 2014			760		744,959
Dynegy Holdings, Inc.
Term Loan, 9.25%, Maturing August 4, 2016			7,000		6,913,592
Term Loan, 9.25%, Maturing August 4, 2016			12,800		12,832,000
EquiPower Resources Holdings, LLC
Term Loan, 5.75%, Maturing January 26, 2018			5,131		5,131,468
NRG Energy, Inc.
Term Loan, 4.00%, Maturing July 2, 2018			30,923		30,986,912
TXU Texas Competitive Electric Holdings Co., LLC
Term Loan, 4.76%, Maturing October 10, 2017			40,113		27,437,016


				$	169,119,300




Total Senior Floating-Rate Interests
(identified cost $9,131,278,287)				$	8,953,413,239




Corporate Bonds & Notes — 1.9%

		Principal
		Amount*
Security		(000’s omitted)		Value




Building and Development — 0.2%

AMO Escrow Corp., Sr. Notes
11.50%, 12/15/17⁽⁸⁾			14,931	$	13,512,555
Calcipar SA, Sr. Notes
6.875%, 5/1/18⁽⁸⁾			4,000		3,740,000


				$	17,252,555




Chemicals and Plastics — 0.1%

Polymer Group, Inc., Sr. Notes
7.75%, 2/1/19⁽⁸⁾			5,000	$	5,212,500
Styrolution Group GmbH, Sr. Notes
7.625%, 5/15/16⁽⁸⁾	EUR		3,000		3,300,125


				$	8,512,625




Diversified Manufacturing Operations — 0.1%

Matalan Finance PLC, Sr. Notes
8.875%, 4/29/16⁽⁹⁾	GBP		6,500	$	8,543,982


				$	8,543,982




Ecological Services and Equipment — 0.0%⁽¹³⁾

Environmental Systems Product Holdings, Inc., Jr. Notes
18.00%, 3/31/15⁽⁵⁾			149	$	125,977


				$	125,977




Electronics / Electrical — 0.2%

NXP BV/NXP Funding, LLC
3.153%, 10/15/13⁽¹⁰⁾			19,234	$	18,921,447


				$	18,921,447

See Notes to Financial Statements.

Floating Rate Portfolio

October 31, 2011

Portfolio of Investments — continued


		Principal
		Amount*
Security		(000’s omitted)		Value


Equipment Leasing — 0.1%

International Lease Finance Corp., Sr. Notes
6.75%, 9/1/16⁽⁸⁾			2,325	$	2,403,469
7.125%, 9/1/18⁽⁸⁾			2,325		2,412,187


				$	4,815,656




Financial Intermediaries — 0.3%

First Data Corp., Sr. Notes
7.375%, 6/15/19⁽⁸⁾			5,000	$	4,975,000
UPCB Finance II, Ltd., Sr. Notes
6.375%, 7/1/20⁽⁸⁾	EUR		11,500		14,957,797
UPCB Finance III, Ltd., Sr. Notes
6.625%, 7/1/20⁽⁸⁾			9,000		9,000,000


				$	28,932,797




Health Care — 0.0%⁽¹³⁾

Accellent, Inc., Sr. Notes
8.375%, 2/1/17			3,000	$	3,075,000


				$	3,075,000




Leisure Goods / Activities / Movies — 0.1%

MU Finance PLC, Sr. Notes
8.375%, 2/1/17⁽⁸⁾			5,000	$	5,350,000
NAI Entertainment Holdings, LLC, Sr. Notes
8.25%, 12/15/17⁽⁸⁾			7,500		7,931,250


				$	13,281,250




Radio and Television — 0.0%⁽¹³⁾

Entravision Communications Corp., Sr. Notes
8.75%, 8/1/17			3,000	$	2,992,500


				$	2,992,500




Telecommunications — 0.1%

EH Holding Corp., Sr. Notes
6.50%, 6/15/19⁽⁸⁾			8,500	$	8,733,750


				$	8,733,750




Utilities — 0.7%

Calpine Corp., Sr. Notes
7.50%, 2/15/21⁽⁸⁾			33,200	$	35,026,000
7.875%, 1/15/23⁽⁸⁾			31,100		32,966,000


				$	67,992,000



Total Corporate Bonds & Notes
(identified cost $179,408,585)				$	183,179,539




Asset-Backed Securities — 0.1%

		Principal
		Amount
Security		(000’s omitted)		Value


Alzette European CLO SA, Series 2004-1A, Class E2, 6.747%, 12/15/20⁽¹⁰⁾		$	629	$	499,576
Assemblies of God Financial Real Estate, Series 2004-1A, Class A, 2.399%, 6/15/29^(8)(10)			785		784,014
Avalon Capital Ltd. 3, Series 1A, Class D, 2.258%, 2/24/19^(8)(10)			884		606,092
Babson Ltd., Series 2005-1A, Class C1, 2.353%, 4/15/19^(8)(10)			1,129		709,496
Carlyle High Yield Partners, Series 2004-6A, Class C, 2.728%, 8/11/16^(8)(10)			1,500		1,252,842
Centurion CDO 8 Ltd., Series 2005-8A, Class D, 5.836%, 3/8/17⁽¹⁰⁾			985		696,908
Morgan Stanley Investment Management Croton, Ltd., Series 2005-1A, Class D, 2.353%, 1/15/18^(8)(10)			2,000		1,266,837



Total Asset-Backed Securities
(identified cost $7,880,678)				$	5,815,765




Common Stocks — 0.7%

Security		Shares		Value



Automotive — 0.2%

Dayco Products, LLC^(11)(12)			88,506	$	3,617,683
Hayes Lemmerz International, Inc.^(5)(11)(12)			207,032		10,869,180


				$	14,486,863




Building and Development — 0.0%⁽¹³⁾

Contech Construction Holdings, Inc.^(5)(11)(12)			233,658	$	16,356
United Subcontractors, Inc.^(5)(11)(12)			3,646		213,373
WCI Communities, Inc.^(5)(11)(12)			22,273		2,338,623


				$	2,568,352




Chemicals and Plastics — 0.0%⁽¹³⁾

Vita Cayman II, Ltd.^(11)(12)			3,849	$	998,599


				$	998,599




Diversified Manufacturing — 0.0%⁽¹³⁾

MEGA Brands, Inc.⁽¹¹⁾			19,082	$	157,168


				$	157,168




Ecological Services and Equipment — 0.0%⁽¹³⁾

Environmental Systems Products Holdings, Inc.^(5)(11)(14)			2,484	$	105,098


				$	105,098

See Notes to Financial Statements.

Floating Rate Portfolio

October 31, 2011

Portfolio of Investments — continued


Security	Shares		Value


Financial Intermediaries — 0.0%⁽¹³⁾

RTS Investor Corp.^(5)(11)(12)		692	$	182,337


			$	182,337




Food Service — 0.0%

Buffets, Inc.^(5)(11)		193,076	$	0


			$	0




Home Furnishings — 0.0%⁽¹³⁾

Oreck Corp.^(5)(11)(12)		14,217	$	998,176
Sanitec Europe Oy B Units^(11)(12)		235,094		853,911
Sanitec Europe Oy E Units^(5)(11)(12)		230,960		0


			$	1,852,087




Leisure Goods / Activities / Movies — 0.1%

Metro-Goldwyn-Mayer Holdings, Inc.^(11)(12)		414,634	$	7,489,327


			$	7,489,327




Lodging and Casinos — 0.0%⁽¹³⁾

Affinity Gaming, LLC^(5)(11)(12)		206,125	$	1,259,425


			$	1,259,425




Publishing — 0.3%

Ion Media Networks, Inc.^(5)(11)(12)		28,605	$	22,884,000
MediaNews Group, Inc.^(5)(11)(12)		162,730		3,220,426
Source Interlink Companies, Inc.^(5)(11)(12)		5,725		35,609
Star Tribune Media Holdings Co.⁽¹¹⁾		30,631		969,983
SuperMedia, Inc.⁽¹¹⁾		53,719		92,934


			$	27,202,952




Radio and Television — 0.1%

Cumulus Media, Inc., Class A⁽¹¹⁾		8,187	$	24,643
New Young Broadcasting Holding Co., Inc.^(11)(12)		3,264		8,976,000


			$	9,000,643



Total Common Stocks
(identified cost $36,048,999)			$	65,302,851



Preferred Stocks — 0.0%⁽¹³⁾

Security	Shares		Value




Ecological Services and Equipment — 0.0%⁽¹³⁾

Environmental Systems Products Holdings, Inc., Series A^(5)(11)(14)		569	$	35,028



Total Preferred Stocks
(identified cost $9,958)			$	35,028




Warrants — 0.0%⁽¹³⁾

Security	Shares		Value




Radio and Television — 0.0%⁽¹³⁾

New Young Broadcasting Holding Co., Inc., Expires 12/24/24^(11)(12)		158	$	434,500


			$	434,500




Retailers (Except Food and Drug) — 0.0%

Oriental Trading Co., Inc., Expires 2/11/16^(5)(11)(12)		10,906	$	0
Oriental Trading Co., Inc., Expires 2/11/16^(5)(11)(12)		11,964		0


			$	0



Total Warrants
(identified cost $271,530)			$	434,500




Short-Term Investments — 6.0%

	Interest/Principal
	Amount
Description	(000’s omitted)		Value


Eaton Vance Cash Reserves Fund, LLC, 0.12%⁽¹⁵⁾	$	567,850	$	567,850,021
State Street Bank and Trust Euro Time Deposit, 0.01%, 11/1/11		12,142		12,142,371



Total Short-Term Investments
(identified cost $579,992,392)			$	579,992,392



Total Investments — 101.0%
(identified cost $9,934,890,429)			$	9,788,173,314



Less Unfunded Loan Commitments — (0.5)%			$	(47,983,252	)



Net Investments — 100.5%
(identified cost $9,886,907,177)			$	9,740,190,062



Other Assets, Less Liabilities — (0.5)%			$	(45,856,019	)



Net Assets — 100.0%			$	9,694,334,043

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


AUD		- Australian Dollar
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

See Notes to Financial Statements.

Floating Rate Portfolio

October 31, 2011

Portfolio of Investments — continued


		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⁾		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.

⁽³⁾		This Senior Loan will settle after October 31, 2011, at which time the interest rate will be determined.

⁽⁴⁾		Represents a payment-in-kind security which may pay all or a portion of interest in additional par.

⁽⁵⁾		Security valued at fair value using methods determined in good faith by or at the direction of the Trustees.

⁽⁶⁾		Currently the issuer is in default with respect to interest payments. For a variable rate security, interest rate has been adjusted to reflect non-accrual status.

⁽⁷⁾		Defaulted matured security.

⁽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, 2011, the aggregate value of these securities is $154,139,914 or 1.6% 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, 2011.

⁽¹¹⁾		Non-income producing security.

⁽¹²⁾		Security was acquired in connection with a restructuring of a Senior Loan and may be subject to restrictions on resale.

⁽¹³⁾		Amount is less than 0.05%.

⁽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, 2011.

See Notes to Financial Statements.

Floating Rate Portfolio

October 31, 2011

Statement of Assets and Liabilities


Assets	October 31, 2011

Unaffiliated investments, at value (identified cost, $9,319,057,156)	$	9,172,340,041
Affiliated investment, at value (identified cost, $567,850,021)		567,850,021
Restricted cash*		7,090,000
Foreign currency, at value (identified cost, $18,599,965)		18,470,637
Interest receivable		35,841,590
Interest receivable from affiliated investment		35,294
Receivable for investments sold		86,340,194
Receivable for open forward foreign currency exchange contracts		10,099,461
Receivable for closed swap contracts		118,906
Prepaid expenses		554,804


Total assets	$	9,898,740,948





Liabilities

Payable for investments purchased	$	190,851,628
Payable for open forward foreign currency exchange contracts		6,161,453
Payable for open swap contracts		2,796,298
Payable to affiliates:
Investment adviser fee		4,070,993
Trustees’ fees		4,208
Accrued expenses		522,325


Total liabilities	$	204,406,905


Net Assets applicable to investors’ interest in Portfolio	$	9,694,334,043





Sources of Net Assets

Net proceeds from capital contributions and withdrawals	$	9,838,378,919
Net unrealized depreciation		(144,044,876	)


Total	$	9,694,334,043


*		Represents restricted cash on deposit at the custodian as collateral for open financial contracts.

See Notes to Financial Statements.

Floating Rate Portfolio

October 31, 2011

Statement of Operations


	Year Ended
Investment Income	October 31, 2011

Interest and other income	$	445,920,595
Interest allocated from affiliated investment		1,095,321
Expenses allocated from affiliated investment		(94,227	)


Total investment income	$	446,921,689





Expenses

Investment adviser fee	$	46,189,975
Trustees’ fees and expenses		50,500
Custodian fee		1,944,819
Legal and accounting services		450,889
Miscellaneous		873,987


Total expenses	$	49,510,170


Deduct —
Reduction of custodian fee	$	775


Total expense reductions	$	775



Net expenses	$	49,509,395



Net investment income	$	397,412,294





Realized and Unrealized Gain (Loss)

Net realized gain (loss) —
Investment transactions	$	11,762,437
Investment transactions allocated from affiliated investment		32,011
Swap contracts		76,923
Foreign currency and forward foreign currency exchange contract transactions		(29,936,666	)


Net realized loss	$	(18,065,295	)


Change in unrealized appreciation (depreciation) —
Investments	$	(109,726,188	)
Swap contracts		(2,796,298	)
Foreign currency and forward foreign currency exchange contracts		12,089,248


Net change in unrealized appreciation (depreciation)	$	(100,433,238	)



Net realized and unrealized loss	$	(118,498,533	)



Net increase in net assets from operations	$	278,913,761

See Notes to Financial Statements.

Floating Rate Portfolio

October 31, 2011

Statements of Changes in Net Assets


	Year Ended October 31,

Increase (Decrease) in Net Assets	2011			2010

From operations —
Net investment income	$	397,412,294		$	225,479,731
Net realized loss from investment transactions, swap contracts and foreign currency and forward foreign currency exchange contract transactions		(18,065,295	)		(57,429,605	)
Net change in unrealized appreciation (depreciation) from investments, swap contracts and foreign currency and forward foreign currency exchange contracts		(100,433,238	)		330,801,724


Net increase in net assets from operations	$	278,913,761		$	498,851,850


Capital transactions —
Contributions	$	4,383,895,129		$	2,328,739,026
Withdrawals		(1,465,370,574	)		(625,035,217	)


Net increase in net assets from capital transactions	$	2,918,524,555		$	1,703,703,809



Net increase in net assets	$	3,197,438,316		$	2,202,555,659





Net Assets

At beginning of year	$	6,496,895,727		$	4,294,340,068


At end of year	$	9,694,334,043		$	6,496,895,727

See Notes to Financial Statements.

Floating Rate Portfolio

October 31, 2011

Supplementary Data


	Year Ended October 31,

Ratios/Supplemental Data	2011			2010			2009			2008			2007

Ratios (as a percentage of average daily net assets):
Expenses⁽¹⁾		0.54	%		0.57	%		0.61	%		0.70	%		0.58	%
Net investment income		4.31	%		4.43	%		5.41	%		6.50	%		6.94	%
Portfolio Turnover		56	%		39	%		35	%		7	%		61	%


Total Return		4.30	%		10.51	%		27.54	%		(22.24	)%		4.62	%



Net assets, end of year (000’s omitted)	$	9,694,334		$	6,496,896		$	4,294,340		$	3,056,210		$	6,851,600


⁽¹⁾		Excludes the effect of custody fee credits, if any, of less than 0.005%.

See Notes to Financial Statements.

Floating Rate Portfolio

October 31, 2011

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, 2011, Eaton Vance Floating-Rate Fund, Eaton Vance Strategic Income Fund, Eaton Vance Floating-Rate & High Income Fund, Eaton Vance Multi-Strategy Absolute Return Fund, Eaton Vance Low Duration Fund and Eaton Vance Short Term Real Return Fund held an interest of 81.3%, 6.7%, 9.7%, 1.4%, 0.5% and 0.3%, 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 — 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 (i.e., subordinated loans and second lien 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 obligations 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. 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. 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 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 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.

Floating Rate Portfolio

October 31, 2011

Notes to Financial Statements — continued

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, 2011, 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.

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 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 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.

Floating Rate Portfolio

October 31, 2011

Notes to Financial Statements — continued

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 0.575% of the Portfolio’s average daily net assets up to $1 billion, 0.525% from $1 billion up to $2 billion, 0.500% from $2 billion up to $5 billion, 0.480% from $5 billion up to $10 billion and 0.460% of average daily net assets of $10 billion or more, and is payable monthly. The fee reduction cannot be terminated without the consent of the Trustees and shareholders. The Portfolio 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, 2011, the Portfolio’s investment adviser fee amounted to $46,189,975 or was 0.50% 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, principal repayments on Senior Loans and paydowns, aggregated $7,855,320,352 and $4,850,570,277, respectively, for the year ended October 31, 2011.

4 Federal Income Tax Basis of Investments

The cost and unrealized appreciation (depreciation) of investments of the Portfolio at October 31, 2011, as determined on a federal income tax basis, were as follows:


Aggregate cost	$	9,888,391,658



Gross unrealized appreciation	$	124,165,235
Gross unrealized depreciation		(272,366,831	)



Net unrealized depreciation	$	(148,201,596	)

The net unrealized appreciation on foreign currency and swap contracts at October 31, 2011 on a federal income tax basis was $2,672,239.

5 Restricted Securities

At October 31, 2011, the Portfolio owned the following securities (representing less than 0.1% of net assets) which were restricted as to public resale and not registered under the Securities Act of 1933 (excluding Rule 144A securities). The Portfolio has various registration rights (exercisable under a variety of circumstances) with respect to these securities. The value of these securities is determined based on valuations provided by brokers when available, or if not available, they are valued at fair value using methods determined in good faith by or at the direction of the Trustees.


	Date of
Description	Acquisition		Shares		Cost			Value


Common Stocks
Environmental Systems Products Holdings, Inc.		10/25/07		2,484	$	0	⁽¹⁾	$	105,098



Preferred Stocks
Environmental Systems Products Holdings, Inc., Series A		10/25/07		569	$	9,958		$	35,028



Total Restricted Securities					$	9,958		$	140,126


⁽¹⁾		Less than $0.50.

Floating Rate Portfolio

October 31, 2011

Notes to Financial Statements — continued

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 forward foreign currency exchange 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, 2011 is as follows:

Forward Foreign Currency Exchange Contracts

Sales

Net Unrealized

Appreciation

Settlement Date

Deliver

In Exchange For

Counterparty

(Depreciation)

11/30/11

British Pound Sterling
64,388,954

United States Dollar
105,113,358

JPMorgan Chase Bank

1,611,168

11/30/11

Euro
77,568,344

United States Dollar
112,212,694

Citibank NA

4,911,782

12/30/11

Australian Dollar
18,113,116

United States Dollar
17,587,835

Deutsche Bank

(1,368,748

)

12/30/11

Australian Dollar
653,453

United States Dollar
655,199

JPMorgan Chase Bank

(28,683

)

12/30/11

British Pound Sterling
45,832,535

United States Dollar
71,377,069

Goldman Sachs, Inc.

(2,271,429

)

12/30/11

Euro
75,377,213

United States Dollar
102,125,571

HSBC Bank USA

(2,127,051

)

12/30/11

Swiss Franc
14,677,868

United States Dollar
16,372,413

Deutsche Bank

(365,542

)

1/31/12

British Pound Sterling
13,219,895

United States Dollar
21,272,794

JPMorgan Chase Bank

36,955

1/31/12

Euro
93,335,802

United States Dollar
132,529,372

Deutsche Bank

3,453,486

3,851,938

Purchases

Net

Unrealized

Settlement Date

In Exchange For

Deliver

Counterparty

Appreciation

11/30/11

British Pound Sterling
2,464,114

United States Dollar
3,874,875

Deutsche Bank

86,070

86,070

Floating Rate Portfolio

October 31, 2011

Notes to Financial Statements — continued

Interest Rate Swaps

Notional

Portfolio

Net

Amount

Pays/Receives

Floating

Annual

Termination

Unrealized

Counterparty

(000’s omitted)

Floating Rate

Rate Index

Fixed Rate

Date

Depreciation

Citibank NA

60,000

Receives

3 Month
USD-LIBOR-BBA

0.98

6/24/14

(710,385

)

Citibank NA

60,000

Receives

3 Month
USD-LIBOR-BBA

1.81

6/24/16

(2,085,913

)

(2,796,298

)

At October 31, 2011, the Portfolio had sufficient cash and/or securities to cover commitments under these contracts.

In the normal course of pursuing its investment objective and its use of derivatives, the Portfolio is subject to the following risks:

Foreign Exchange Risk: 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.

Interest Rate Risk: Because 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 swap contracts with respect to a portion of the bonds.

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, 2011, the fair value of derivatives with credit-related contingent features in a net liability position was $8,957,751. At October 31, 2011, the aggregate fair value of assets pledged as collateral by the Portfolio for such liability was $7,090,000.

The non-exchange traded derivatives in which the Portfolio invests, including swap contracts 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, 2011, the maximum amount of loss the Portfolio would incur due to counterparty risk was $10,099,461, representing the fair value of such derivatives in an asset position, with the highest amount from any one counterparty being $4,911,782. 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, 2011, the maximum amount of loss the Portfolio would incur due to counterparty risk would be reduced by $4,559,271 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 open derivative instruments (not considered to be hedging instruments for accounting disclosure purposes) by risk exposure at October 31, 2011 was as follows:


		Fair Value
Risk	Derivative	Asset Derivatives⁽¹⁾		Liability Derivatives⁽²⁾


Foreign Exchange	Forward foreign currency exchange contracts	$	10,099,461	$	(6,161,453	)



		$	10,099,461	$	(6,161,453	)



Interest Rate	Swap contracts	$	—	$	(2,796,298	)



		$	—	$	(2,796,298	)


⁽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 currency exchange contracts and Payable for open swap contracts, respectively; Net unrealized depreciation.

Floating Rate Portfolio

October 31, 2011

Notes to Financial Statements — continued

The effect of derivative instruments (not considered to be hedging instruments for accounting disclosure purposes) on the Statement of Operations by risk exposure for the year ended October 31, 2011 was as follows:


		Realized Gain (Loss)			Change in Unrealized
		on Derivatives Recognized			Appreciation (Depreciation) on
Risk	Derivative	in Income⁽¹⁾			Derivatives Recognized in Income⁽²⁾


Foreign Exchange	Forward foreign currency exchange contracts	$	(23,492,983	)	$	10,644,243
Interest Rate	Swap contracts		76,923			(2,796,298	)



Total		$	(23,416,060	)	$	7,847,945


⁽¹⁾		Statement of Operations location: Net realized gain (loss) – Foreign currency and forward foreign currency exchange contract transactions and Swap contracts, respectively.
⁽²⁾		Statement of Operations location: Change in unrealized appreciation (depreciation) – Foreign currency and forward foreign currency exchange contracts and Swap contracts, respectively.

The average notional amounts of forward foreign currency exchange contracts and swap contracts outstanding during the year ended October 31, 2011, which are indicative of the volume of these derivative types, were approximately $874,212,000 and $46,154,000, respectively.

7 Line of Credit

The Portfolio participates with another portfolio and fund managed by EVM and its affiliates in a $900 million ($537.5 million prior to August 24, 2011 and $450 million prior to March 22, 2011) 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 0.08% (0.10% prior to March 22, 2011) on the daily unused portion of the line of credit is allocated among the participating portfolios and fund 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, 2011.

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)

Floating Rate Portfolio

October 31, 2011

Notes to Financial Statements — continued

At October 31, 2011, the hierarchy of inputs used in valuing the Portfolio’s investments and open derivative instruments, which are carried at value, were as follows:


Asset Description	Level 1		Level 2			Level 3		Total


Senior Floating-Rate Interests (Less Unfunded Loan Commitments)	$	—	$	8,899,399,746		$	6,030,241	$	8,905,429,987
Corporate Bonds & Notes		—		183,053,562			125,977		183,179,539
Asset-Backed Securities		—		5,815,765			—		5,815,765
Common Stocks		274,745		22,905,503			42,122,603		65,302,851
Preferred Stocks		—		—			35,028		35,028
Warrants		—		434,500			0		434,500
Short-Term Investments		—		579,992,392			—		579,992,392



Total Investments	$	274,745	$	9,691,601,468		$	48,313,849	$	9,740,190,062



Forward Foreign Currency Exchange Contracts	$	—	$	10,099,461		$	—	$	10,099,461



Total	$	274,745	$	9,701,700,929		$	48,313,849	$	9,750,289,523



Liability Description
Forward Foreign Currency Exchange Contracts	$	—	$	(6,161,453	)	$	—	$	(6,161,453	)
Interest Rate Swaps		—		(2,796,298	)		—		(2,796,298	)



Total	$	—	$	(8,957,751	)	$	—	$	(8,957,751	)

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


	Investments			Investments
	in Senior			in Corporate			Investments			Investments
	Floating-Rate			Bonds &			in Common			in Preferred			Investments
	Interests			Notes			Stocks			Stocks			in Warrants		Total


Balance as of October 31, 2010	$	637,976		$	148,541		$	4,483,200		$	131,518		$	0	$	5,401,235
Realized gains (losses)		1,143			666,236			293,389			46,943			—		1,007,711
Change in net unrealized appreciation (depreciation)*		(36,003	)		410,365			20,009,635			(86,533	)		—		20,297,464
Cost of purchases**		5,025,427			54,987			1,306,274			—			—		6,386,688
Proceeds from sales**		(136,892	)		(1,184,172	)		(1,555,365	)		(56,900	)		—		(2,933,329	)
Accrued discount (premium)		98,194			30,020			—			—			—		128,214
Transfers to Level 3***		440,396			—			17,585,470			—			—		18,025,866
Transfers from Level 3***		—			—			—			—			—		—



Balance as of October 31, 2011	$	6,030,241		$	125,977		$	42,122,603		$	35,028		$	0	$	48,313,849



Change in net unrealized appreciation (depreciation) on investments still held as of October 31, 2011	$	(36,003	)	$	(1,635	)	$	19,701,739		$	(30,732	)	$	—	$	19,633,369

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

**Cost of purchases may include securities received in corporate actions; Proceeds from sales may include securities delivered in corporate actions.

***Transfers are reflected at the value of the securities at the beginning of the period. Transfers from Level 2 to Level 3 were due to a reduction in the availability of significant observable inputs in determining the fair value of these investments.

At October 31, 2011, the value of investments transferred between Level 1 and Level 2, if any, during the year then ended was not significant.

Floating Rate Portfolio

October 31, 2011

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, 2011, 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, 2011, 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, such 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, 2011, 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, 2011

Eaton Vance

Floating-Rate Fund

October 31, 2011

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 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. Each Trustee oversees 179 portfolios in the Eaton Vance Complex (including all master and feeder funds in a master feeder structure). Each officer serves as an officer of certain other Eaton Vance funds. Each Trustee and officer serves until his or her successor is elected.


	Position(s)
	with the
	Trust and	Length of	Principal Occupation(s) and Directorships
Name and Year of Birth	the Portfolio	Service	During Past Five Years and Other Relevant Experience



Interested Trustee

Thomas E. Faust Jr. 1958	Trustee	Since 2007	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 179 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 and Portfolio. Directorships in the Last Five Years.⁽¹⁾ Director of EVC.

Noninterested Trustees

Scott E. Eston 1956	Trustee	Since 2011	Private investor. Formerly held various positions at Grantham, Mayo, Van Otterloo and Co., L.L.C. (investment management firm) (1997-2009), including Chief Operating Officer (2002-2009), Chief Financial Officer (1997-2009) and Chairman of the Executive Committee (2002-2008); President and Principal Executive Officer, GMO Trust (open-end registered investment company) (2006-2009). Former Partner, Coopers and Lybrand L.L.P. (now PricewaterhouseCoopers) (public accounting firm) (1987-1997). Directorships in the Last Five Years. None.

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. Directorships in the Last Five Years.⁽¹⁾ None.

Allen R. Freedman 1940	Trustee	Since 2007	Private Investor. 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). Former Chairman and a Director of Indus International, Inc. (provider of enterprise management software to the power generating industry) (2005-2007). Former Chief Executive Officer of Assurant, Inc. (insurance provider) (1979-2000). Directorships in the Last Five Years.⁽¹⁾ Director of Stonemor Partners, L.P. (owner and operator of cemeteries). Formerly, Director of Assurant, Inc. (insurance provider) (1979-2011).

William H. Park 1947	Trustee	Since 2003	Consultant and private investor. Formerly, Chief Financial Officer, Aveon Group L.P. (investment management firm) (2010-2011). 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 (investment management firm) (1982-2001). Formerly, Senior Manager, Price Waterhouse (now PricewaterhouseCoopers) (an independent registered public accounting firm) (1972-1981). Directorships in the Last Five Years.⁽¹⁾ None.

Eaton Vance

Floating-Rate Fund

October 31, 2011

Management and Organization — continued


	Position(s)
	with the
	Trust and	Length of	Principal Occupation(s) and Directorships
Name and Year of Birth	the Portfolio	Service	During Past Five Years and Other Relevant Experience


Noninterested Trustees (continued)

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). Directorships in the Last Five Years.⁽¹⁾ None.

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). Directorships in the Last Five Years.⁽¹⁾ Formerly, Director of BJ’s Wholesale Club, Inc. (wholesale club retailer) (2004-2011). 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	Of the Trust since 1998 and of the Portfolio since 2000	Paul Hastings Professor of Corporate and Securities Law (since 2006) and Professor of Law (2001-2006), University of California at Los Angeles School of Law. Directorships in the Last Five Years.⁽¹⁾ None.

Harriett Tee Taggart 1948	Trustee	Since 2011	Managing Director, Taggart Associates (a professional practice firm). Formerly, Partner and Senior Vice President, Wellington Management Company, LLP (investment management firm) (1983-2006). Directorships in the Last Five Years. Director of Albemarle Corporation (chemicals manufacturer) (since 2007) and The Hanover Group (specialty property and casualty insurance company) (since 2009). Formerly, Director of Lubrizol Corporation (specialty chemicals) (2007-2011).

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). Directorships in the Last Five Years.⁽¹⁾ None.

Principal Officers who are not Trustees
	Position(s)
	with the
	Trust and	Length of	Principal Occupation(s)
Name and Year of Birth	the Portfolio	Service	During Past Five Years



Duncan W. Richardson 1957	President of the Trust	Since 2011⁽²⁾	Director of EVC and Executive Vice President and Chief Equity Investment Officer of EVC, EVM and BMR.

Scott H. Page 1959	President of the Portfolio	Since 2007	Vice President of EVM and BMR.

Payson F. Swaffield 1956	Vice President	Since 2011	Chief Income Investment Officer of EVC. Vice President of EVM and BMR.

Barbara E. Campbell 1957	Treasurer	Of the Trust since 2005 and of the Portfolio since 2008	Vice President of EVM and BMR.

Eaton Vance

Floating-Rate Fund

October 31, 2011

Management and Organization — continued


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


Principal Officers who are not Trustees (continued)

Maureen A. Gemma 1960	Vice President, Secretary and Chief Legal Officer	Vice President since 2011, Secretary since 2007 and Chief Legal Officer since 2008	Vice President of EVM and BMR.

Paul M. O’Neil 1953	Chief Compliance Officer	Since 2004	Vice President of EVM and BMR.


⁽¹⁾		During their respective tenures, the Trustees (except Mr. Eston and Ms. Taggart) 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 Trust (launched in 1998 and terminated in 2009).
⁽²⁾		Prior to 2011, Mr. Richardson was Vice President of the Trust since 2001.

Eaton Vance

Floating-Rate Fund

October 31, 2011

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.

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 and Trust Company

200 Clarendon Street

Boston, MA 02116

Transfer Agent
BNY Mellon Investment Servicing (US) Inc.

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

Fund Offices
Two International Place

Boston, MA 02110


1044-12/11	FRSRC


Eaton Vance Floating-Rate & High Income Fund Annual Report October 31, 2011

Annual Report October 31, 2011

Eaton Vance

Floating-Rate & High Income Fund

Table of Contents


Management’s Discussion of Fund Performance		2
Performance		3
Fund Profile		4
Endnotes and Additional Disclosures		5
Fund Expenses		6
Financial Statements		7
Report of Independent Registered Public Accounting Firm	20 and 49
Federal Tax Information		21
Management and Organization		50
Important Notices		53

Eaton Vance

Floating-Rate & High Income Fund

October 31, 2011

Management’s Discussion of Fund Performance¹

Economic and Market Conditions

The S&P/LSTA Leveraged Loan Index,² the broad barometer for the floating-rate loan market, posted a total return of 3.16% for the 12 months ending October 31, 2011, reflecting the widespread uncertainty and volatility that affected virtually all global investment markets.

The loan market’s strong performance continued in April, although it began to falter in May and June. That’s when the new issue supply of floating-rate loans increased and demand dwindled in response to growing uncertainty about the prospects for both the U.S. and global economies. In late summer, the floating-rate loan market performed poorly, coming under significant pressure amid a darkening of macroeconomic headlines. In particular, the downgrade of the U.S. credit rating by Standard & Poor’s, renewed stress in the European sovereign debt saga and several disappointing global economic numbers provided a gloomy economic backdrop. Loans were also challenged by the Federal Reserve’s pledge to keep rates low until at least mid-2013, which tempered individual investors’ demand for the asset class. In October, the floating-rate loan market rebounded somewhat as worries about higher interest rates resurfaced and investors’ appetite for riskier asset classes improved.

Fund Performance

For the fiscal year ending October 31, 2011, Eaton Vance Floating-Rate & High Income Fund Class A shares at net asset value (NAV) had a total return of 3.97%. By comparison, the Fund’s benchmark, the S&P/LSTA Leveraged Loan Index (the Index), gained 3.16% during the period.

The Fund’s out-of-index allocation to high-yield corporate bonds aided relative performance because the sector outpaced bank loans during the 12-month period. Credit selection in the BB-rated and CCC-rated segments of this asset class aided the Fund’s performance.

See Endnotes and Additional Disclosures in this report.

Eaton Vance

Floating-Rate & High Income Fund

October 31, 2011

Performance^2,3

Portfolio Managers Scott H. Page, CFA; Craig P. Russ; Michael W. Weilheimer, CFA; Thomas P. Huggins


													Since
% Average Annual Total Returns	Inception Date			1 Year			5 Years			10 Years			Inception

Advisers Class at NAV		9/7/2000			4.06	%		3.51	%		4.36	%		—
Class A at NAV		5/7/2003			3.97			3.52			—			4.41
Class A at 2.25% Maximum Sales Charge		—			1.67			3.04			—			4.13
Class B at NAV		9/5/2000			3.31			2.77			3.58			—
Class B at 5% Maximum Sales Charge		—			-1.66			2.44			3.58			—
Class C at NAV		9/5/2000			3.19			2.74			3.58			—
Class C at 1% Maximum Sales Charge		—			2.20			2.74			3.58			—
Class I at NAV		9/15/2000			4.31			3.79			4.63			—
S&P/LSTA Leveraged Loan Index		—			3.16	%		4.42	%		5.16	%		—

Total Annual Operating Expense Ratios⁴	Advisers Class			Class A			Class B			Class C			Class I

		1.11	%		1.11	%		1.86	%		1.86	%		0.86	%

Growth of $10,000

This graph shows the change in value of a hypothetical investment of $10,000 in Class C of the Fund for the period indicated. For comparison, the same investment is shown in the indicated index.


					With Maximum
	Period Beginning		At NAV		Sales Charge

Advisers Class		10/31/01	$	15,322		N.A.

Class A		5/7/03	$	14,424	$	14,100

Class B		10/31/01	$	14,219		N.A.

Class I		10/31/01	$	15,722		N.A.

See Endnotes and Additional Disclosures in this report.

Past performance is no guarantee of future results. Returns are historical and are calculated by determining the percentage change in net asset value (NAV) 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 the stated time period only; due to market volatility, the Fund’s current performance may be lower or higher than quoted. Returns are before taxes unless otherwise noted. For performance as of the most recent month end, please refer to www.eatonvance.com.

Eaton Vance

Floating-Rate & High Income Fund

October 31, 2011

Fund Profile⁵


Top 10 Holdings (% of total investments)⁶


Community Health Systems, Inc.	1.2	%
Reynolds Group Holdings, Inc.	1.1
SunGard Data Systems, Inc.	1.1
Rite Aid Corp.	1.0
Intelsat Jackson Holdings SA	1.0
Del Monte Foods Co.	1.0
HCA, Inc.	0.9
Asurion Corp.	0.9
UPC Broadband Holding B.V./UPC Financing Partnership	0.9
Caesars Entertainment Operating Co.	0.9

Total	10.0	%


Top 10 Sectors (% of total investments)⁶


Health Care	11.6	%
Business Equipment and Services	7.8
Electronics/Electrical	6.1
Automotive	4.6
Food Products	4.2
Leisure Goods/Activities/Movies	4.2
Chemicals and Plastics	4.1
Financial Intermediaries	3.9
Telecommunications	3.9
Food Service	3.8

Total	54.2	%

See Endnotes and Additional Disclosures in this report.

Eaton Vance

Floating-Rate & High Income Fund

October 31, 2011

Endnotes and Additional Disclosures


¹		The views expressed in this report are those of portfolio manager(s) and are current only through the date stated at the top of this page. These views are subject to change at any time based upon market or other conditions, and Eaton Vance and the Fund(s) disclaim any responsibility to update such views. These views may not be relied upon as investment advice and, because investment decisions are based on many factors, may not be relied upon as an indication of trading intent on behalf of any Eaton Vance fund. This commentary may contain statements that are not historical facts, referred to as forward looking statements. The Fund’s actual future results may differ significantly from those stated in any forward looking statement, depending on factors such as changes in securities or financial markets or general economic conditions, the volume of sales and purchases of Fund shares, the continuation of investment advisory, administrative and service contracts, and other risks discussed from time to time in the Fund’s filings with the Securities and Exchange Commission.

²		S&P/LSTA Leveraged Loan Index is an unmanaged index of the institutional leveraged loan market. Index returns do not reflect the effect of any applicable sales charges, commissions, expenses, taxes or leverage, as applicable. It is not possible to invest directly in an index.

³		Total Returns at NAV do not include applicable sales charges. If sales charges were deducted, the returns would be lower. Total Returns shown with maximum sales charge reflect the stated maximum sales charge. Unless otherwise stated, performance does not reflect the deduction of taxes on Fund distributions or redemptions of Fund shares.

⁴		Source: Fund prospectus.

⁵		The Fund invests in two affiliated investment companies (Portfolios). References to investments are to the Floating Rate Portfolio. As of period end, the Fund was 82.8% invested in Floating Rate Portfolio and 17.2% invested in High Income Opportunities Portfolio.

⁶		Excludes cash and cash equivalents.

⁷		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.

⁸		Diversification cannot guarantee a profit or eliminate the risk of a loss.

		Fund profile subject to change due to active management.

Eaton Vance

Floating-Rate & High Income Fund

October 31, 2011

Fund Expenses


	Beginning		Ending		Expenses Paid		Annualized
	Account Value		Account Value		During Period*		Expense
	(5/1/11)		(10/31/11)		(5/1/11 – 10/31/11)		Ratio


Actual
Advisers Class	$	1,000.00	$	991.70	$	5.62		1.12	%
Class A	$	1,000.00	$	991.40	$	5.62		1.12	%
Class B	$	1,000.00	$	988.00	$	9.37		1.87	%
Class C	$	1,000.00	$	986.90	$	9.37		1.87	%
Class I	$	1,000.00	$	992.90	$	4.37		0.87	%




Hypothetical
(5% return per year before expenses)
Advisers Class	$	1,000.00	$	1,019.60	$	5.70		1.12	%
Class A	$	1,000.00	$	1,019.60	$	5.70		1.12	%
Class B	$	1,000.00	$	1,015.80	$	9.50		1.87	%
Class C	$	1,000.00	$	1,015.80	$	9.50		1.87	%
Class I	$	1,000.00	$	1,020.80	$	4.43		0.87	%

Eaton Vance

Floating-Rate & High Income Fund

October 31, 2011

Statement of Assets and Liabilities


Assets	October 31, 2011

Investment in Floating Rate Portfolio, at value (identified cost, $973,109,664)	$	937,165,301
Investment in High Income Opportunities Portfolio, at value (identified cost, $199,260,053)		195,244,146
Receivable for Fund shares sold		3,936,778


Total assets	$	1,136,346,225




Liabilities

Payable for Fund shares redeemed	$	4,527,290
Distributions payable		888,752
Payable to affiliates:
Distribution and service fees		332,313
Administration fee		142,142
Trustees’ fees		42
Accrued expenses		342,595


Total liabilities	$	6,233,134


Net Assets	$	1,130,113,091




Sources of Net Assets

Paid-in capital	$	1,293,140,076
Accumulated net realized loss from Portfolios		(122,197,748	)
Accumulated distributions in excess of net investment income		(868,967	)
Net unrealized depreciation from Portfolios		(39,960,270	)


Total	$	1,130,113,091




Advisers Class Shares

Net Assets	$	187,220,029
Shares Outstanding		21,640,947
Net Asset Value, Offering Price and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	8.65




Class A Shares

Net Assets	$	478,213,091
Shares Outstanding		51,963,988
Net Asset Value and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	9.20
Maximum Offering Price Per Share
(100 ¸ 97.75 of net asset value per share)	$	9.41




Class B Shares

Net Assets	$	18,615,450
Shares Outstanding		2,154,941
Net Asset Value and Offering Price Per Share*
(net assets ¸ shares of beneficial interest outstanding)	$	8.64




Class C Shares

Net Assets	$	211,581,242
Shares Outstanding		24,507,388
Net Asset Value and Offering Price Per Share*
(net assets ¸ shares of beneficial interest outstanding)	$	8.63




Class I Shares

Net Assets	$	234,483,279
Shares Outstanding		27,087,887
Net Asset Value, Offering Price and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	8.66

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.

See Notes to Financial Statements.

Eaton Vance

Floating-Rate & High Income Fund

October 31, 2011

Statement of Operations


	Year Ended
Investment Income	October 31, 2011

Interest and other income allocated from Portfolios	$	60,070,084
Dividends allocated from Portfolios		293,477
Expenses allocated from Portfolios		(6,076,188	)


Total investment income from Portfolios	$	54,287,373





Expenses

Administration fee	$	1,656,389
Distribution and service fees
Advisers Class		572,368
Class A		984,447
Class B		227,148
Class C		2,191,661
Trustees’ fees and expenses		500
Custodian fee		48,747
Transfer and dividend disbursing agent fees		1,140,589
Legal and accounting services		30,226
Printing and postage		124,837
Registration fees		226,769
Miscellaneous		18,642


Total expenses	$	7,222,323



Net investment income	$	47,065,050





Realized and Unrealized Gain (Loss) from Portfolios

Net realized gain (loss) —
Investment transactions	$	(9,047,609	)
Securities sold short		(92,530	)
Swap contracts		28,166
Foreign currency and forward foreign currency exchange contract transactions		(2,968,532	)


Net realized loss	$	(12,080,505	)


Change in unrealized appreciation (depreciation) —
Investments	$	(6,351,343	)
Swap contracts		(512,167	)
Foreign currency and forward foreign currency exchange contracts		1,156,644


Net change in unrealized appreciation (depreciation)	$	(5,706,866	)



Net realized and unrealized loss	$	(17,787,371	)



Net increase in net assets from operations	$	29,277,679

See Notes to Financial Statements.

Eaton Vance

Floating-Rate & High Income Fund

October 31, 2011

Statements of Changes in Net Assets


	Year Ended October 31,

Increase (Decrease) in Net Assets	2011			2010

From operations —
Net investment income	$	47,065,050		$	29,936,684
Net realized loss from investment transactions, securities sold short, swap contracts, and foreign currency and forward foreign currency exchange contract transactions		(12,080,505	)		(21,897,310	)
Net change in unrealized appreciation (depreciation) from investments, swap contracts, foreign currency and forward foreign currency exchange contracts		(5,706,866	)		62,324,506


Net increase in net assets from operations	$	29,277,679		$	70,363,880


Distributions to shareholders —
From net investment income
Advisers Class	$	(9,969,342	)	$	(8,399,157	)
Class A		(17,015,809	)		(11,587,155	)
Class B		(838,270	)		(1,276,562	)
Class C		(8,047,851	)		(9,273,424	)
Class I		(10,870,097	)		(5,085,100	)
Tax return of capital
Advisers Class		(421,854	)		—
Class A		(720,026	)		—
Class B		(35,471	)		—
Class C		(340,546	)		—
Class I		(459,970	)		—


Total distributions to shareholders	$	(48,719,236	)	$	(35,621,398	)


Transactions in shares of beneficial interest —
Proceeds from sale of shares
Advisers Class	$	114,233,761		$	92,560,517
Class A		354,742,048			112,337,299
Class B		3,478,608			2,880,130
Class C		57,675,237			35,807,409
Class I		261,226,160			80,448,468
Net asset value of shares issued to shareholders in payment of distributions declared
Advisers Class		9,578,996			7,510,142
Class A		15,137,271			8,509,700
Class B		568,511			874,539
Class C		5,918,414			6,581,945
Class I		5,681,011			2,386,738
Cost of shares redeemed
Advisers Class		(125,611,117	)		(49,647,187	)
Class A		(139,386,614	)		(63,634,004	)
Class B		(5,349,090	)		(6,281,624	)
Class C		(48,179,629	)		(37,085,781	)
Class I		(150,328,532	)		(41,302,282	)
Net asset value of shares exchanged
Class A		4,064,580			3,209,190
Class B		(4,064,580	)		(3,209,190	)
Redemption fees		11,492			28,008


Net increase in net assets from Fund share transactions	$	359,396,527		$	151,974,017



Net increase in net assets	$	339,954,970		$	186,716,499





Net Assets

At beginning of year	$	790,158,121		$	603,441,622


At end of year	$	1,130,113,091		$	790,158,121





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

At end of year	$	(868,967	)	$	1,258,511

See Notes to Financial Statements.

Eaton Vance

Floating-Rate & High Income Fund

October 31, 2011

Financial Highlights


	Advisers Class

	Year Ended October 31,

	2011			2010			2009			2008			2007

Net asset value — Beginning of year	$	8.700		$	8.260		$	6.810		$	9.450		$	9.690





Income (Loss) From Operations

Net investment income⁽¹⁾	$	0.384		$	0.395		$	0.390		$	0.551		$	0.639
Net realized and unrealized gain (loss)		(0.034	)		0.519			1.444			(2.662	)		(0.233	)


Total income (loss) from operations	$	0.350		$	0.914		$	1.834		$	(2.111	)	$	0.406





Less Distributions

From net investment income	$	(0.384	)	$	(0.474	)	$	(0.388	)	$	(0.469	)	$	(0.647	)
Tax return of capital		(0.016	)		—			—			(0.068	)		—


Total distributions	$	(0.400	)	$	(0.474	)	$	(0.388	)	$	(0.537	)	$	(0.647	)



Redemption fees⁽¹⁾	$	0.000	⁽²⁾	$	0.000	⁽²⁾	$	0.004		$	0.008		$	0.001



Net asset value — End of year	$	8.650		$	8.700		$	8.260		$	6.810		$	9.450



Total Return⁽³⁾		4.06	%		11.50	%		28.05	%		(23.29	)%		4.29	%





Ratios/Supplemental Data

Net assets, end of year (000’s omitted)	$	187,220		$	192,804		$	134,367		$	154,101		$	469,777
Ratios (as a percentage of average daily net assets):
Expenses⁽⁴⁾⁽⁵⁾		1.09	%		1.11	%		1.20	%		1.22	%		1.08	%
Net investment income		4.38	%		4.65	%		5.56	%		6.28	%		6.63	%
Portfolio Turnover of the Fund⁽⁶⁾		20	%		15	%		15	%		8	%		6	%
Portfolio Turnover of Floating Rate Portfolio		56	%		39	%		35	%		7	%		61	%
Portfolio Turnover of High Income Opportunities Portfolio		78	%		79	%		72	%		48	%		81	%


⁽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 the investment activity of the Portfolios.

See Notes to Financial Statements.

Eaton Vance

Floating-Rate & High Income Fund

October 31, 2011

Financial Highlights — continued


	Class A

	Year Ended October 31,

	2011			2010			2009			2008			2007

Net asset value — Beginning of year	$	9.260		$	8.780		$	7.240		$	10.050		$	10.300





Income (Loss) From Operations

Net investment income⁽¹⁾	$	0.405		$	0.420		$	0.413		$	0.591		$	0.680
Net realized and unrealized gain (loss)		(0.041	)		0.560			1.536			(2.838	)		(0.243	)


Total income (loss) from operations	$	0.364		$	0.980		$	1.949		$	(2.247	)	$	0.437





Less Distributions

From net investment income	$	(0.407	)	$	(0.500	)	$	(0.413	)	$	(0.498	)	$	(0.688	)
Tax return of capital		(0.017	)		—			—			(0.073	)		—


Total distributions	$	(0.424	)	$	(0.500	)	$	(0.413	)	$	(0.571	)	$	(0.688	)



Redemption fees⁽¹⁾	$	0.000	⁽²⁾	$	0.000	⁽²⁾	$	0.004		$	0.008		$	0.001



Net asset value — End of year	$	9.200		$	9.260		$	8.780		$	7.240		$	10.050



Total Return⁽³⁾		3.97	%		11.46	%		28.18	%		(23.31	)%		4.35	%





Ratios/Supplemental Data

Net assets, end of year (000’s omitted)	$	478,213		$	252,028		$	180,646		$	144,591		$	361,138
Ratios (as a percentage of average daily net assets):
Expenses⁽⁴⁾⁽⁵⁾		1.10	%		1.11	%		1.20	%		1.22	%		1.09	%
Net investment income		4.36	%		4.65	%		5.47	%		6.35	%		6.63	%
Portfolio Turnover of the Fund⁽⁶⁾		20	%		15	%		15	%		8	%		6	%
Portfolio Turnover of Floating Rate Portfolio		56	%		39	%		35	%		7	%		61	%
Portfolio Turnover of High Income Opportunities Portfolio		78	%		79	%		72	%		48	%		81	%


⁽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 the investment activity of the Portfolios.

See Notes to Financial Statements.

Eaton Vance

Floating-Rate & High Income Fund

October 31, 2011

Financial Highlights — continued


	Class B

	Year Ended October 31,

	2011			2010			2009			2008			2007

Net asset value — Beginning of year	$	8.690		$	8.250		$	6.810		$	9.450		$	9.680





Income (Loss) From Operations

Net investment income⁽¹⁾	$	0.319		$	0.333		$	0.348		$	0.487		$	0.567
Net realized and unrealized gain (loss)		(0.033	)		0.519			1.425			(2.661	)		(0.223	)


Total income (loss) from operations	$	0.286		$	0.852		$	1.773		$	(2.174	)	$	0.344





Less Distributions

From net investment income	$	(0.322	)	$	(0.412	)	$	(0.337	)	$	(0.414	)	$	(0.575	)
Tax return of capital		(0.014	)		—			—			(0.060	)		—


Total distributions	$	(0.336	)	$	(0.412	)	$	(0.337	)	$	(0.474	)	$	(0.575	)



Redemption fees⁽¹⁾	$	0.000	⁽²⁾	$	0.000	⁽²⁾	$	0.004		$	0.008		$	0.001



Net asset value — End of year	$	8.640		$	8.690		$	8.250		$	6.810		$	9.450



Total Return⁽³⁾		3.31	%		10.58	%		27.14	%		(23.84	)%		3.63	%





Ratios/Supplemental Data

Net assets, end of year (000’s omitted)	$	18,615		$	24,115		$	28,490		$	46,480		$	99,812
Ratios (as a percentage of average daily net assets):
Expenses⁽⁴⁾⁽⁵⁾		1.84	%		1.86	%		1.95	%		1.97	%		1.84	%
Net investment income		3.64	%		3.93	%		5.03	%		5.58	%		5.88	%
Portfolio Turnover of the Fund⁽⁶⁾		20	%		15	%		15	%		8	%		6	%
Portfolio Turnover of Floating Rate Portfolio		56	%		39	%		35	%		7	%		61	%
Portfolio Turnover of High Income Opportunities Portfolio		78	%		79	%		72	%		48	%		81	%


⁽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 the investment activity of the Portfolios.

See Notes to Financial Statements.

Eaton Vance

Floating-Rate & High Income Fund

October 31, 2011

Financial Highlights — continued


	Class C

	Year Ended October 31,

	2011			2010			2009			2008			2007

Net asset value — Beginning of year	$	8.690		$	8.240		$	6.810		$	9.450		$	9.680





Income (Loss) From Operations

Net investment income⁽¹⁾	$	0.317		$	0.332		$	0.339		$	0.488		$	0.566
Net realized and unrealized gain (loss)		(0.041	)		0.530			1.424			(2.663	)		(0.222	)


Total income (loss) from operations	$	0.276		$	0.862		$	1.763		$	(2.175	)	$	0.344





Less Distributions

From net investment income	$	(0.322	)	$	(0.412	)	$	(0.337	)	$	(0.413	)	$	(0.575	)
Tax return of capital		(0.014	)		—			—			(0.060	)		—


Total distributions	$	(0.336	)	$	(0.412	)	$	(0.337	)	$	(0.473	)	$	(0.575	)



Redemption fees⁽¹⁾	$	0.000	⁽²⁾	$	0.000	⁽²⁾	$	0.004		$	0.008		$	0.001



Net asset value — End of year	$	8.630		$	8.690		$	8.240		$	6.810		$	9.450



Total Return⁽³⁾		3.19	%		10.72	%		26.98	%		(23.84	)%		3.63	%





Ratios/Supplemental Data

Net assets, end of year (000’s omitted)	$	211,581		$	198,350		$	183,193		$	177,628		$	383,163
Ratios (as a percentage of average daily net assets):
Expenses⁽⁴⁾⁽⁵⁾		1.84	%		1.86	%		1.95	%		1.97	%		1.84	%
Net investment income		3.63	%		3.92	%		4.82	%		5.59	%		5.88	%
Portfolio Turnover of the Fund⁽⁶⁾		20	%		15	%		15	%		8	%		6	%
Portfolio Turnover of Floating Rate Portfolio		56	%		39	%		35	%		7	%		61	%
Portfolio Turnover of High Income Opportunities Portfolio		78	%		79	%		72	%		48	%		81	%


⁽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 the investment activity of the Portfolios.

See Notes to Financial Statements.

Eaton Vance

Floating-Rate & High Income Fund

October 31, 2011

Financial Highlights — continued


	Class I

	Year Ended October 31,

	2011			2010			2009			2008			2007

Net asset value — Beginning of year	$	8.710		$	8.260		$	6.820		$	9.460		$	9.690





Income (Loss) From Operations

Net investment income⁽¹⁾	$	0.404		$	0.416		$	0.399		$	0.563		$	0.664
Net realized and unrealized gain (loss)		(0.033	)		0.528			1.442			(2.652	)		(0.225	)


Total income (loss) from operations	$	0.371		$	0.944		$	1.841		$	(2.089	)	$	0.439





Less Distributions

From net investment income	$	(0.404	)	$	(0.494	)	$	(0.405	)	$	(0.490	)	$	(0.670	)
Tax return of capital		(0.017	)		—			—			(0.069	)		—


Total distributions	$	(0.421	)	$	(0.494	)	$	(0.405	)	$	(0.559	)	$	(0.670	)



Redemption fees⁽¹⁾	$	0.000	⁽²⁾	$	0.000	⁽²⁾	$	0.004		$	0.008		$	0.001



Net asset value — End of year	$	8.660		$	8.710		$	8.260		$	6.820		$	9.460



Total Return⁽³⁾		4.31	%		11.76	%		28.31	%		(23.06	)%		4.65	%





Ratios/Supplemental Data

Net assets, end of year (000’s omitted)	$	234,483		$	122,861		$	76,745		$	20,854		$	38,044
Ratios (as a percentage of average daily net assets):
Expenses⁽⁴⁾⁽⁵⁾		0.84	%		0.86	%		0.96	%		0.94	%		0.84	%
Net investment income		4.61	%		4.89	%		5.69	%		6.47	%		6.88	%
Portfolio Turnover of the Fund⁽⁶⁾		20	%		15	%		15	%		8	%		6	%
Portfolio Turnover of Floating Rate Portfolio		56	%		39	%		35	%		7	%		61	%
Portfolio Turnover of High Income Opportunities Portfolio		78	%		79	%		72	%		48	%		81	%


⁽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 the investment activity of the Portfolios.

See Notes to Financial Statements.

Eaton Vance

Floating-Rate & High Income Fund

October 31, 2011

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. Beginning on January 1, 2012, Class B shares are only available for purchase upon exchange from another Eaton Vance fund or through reinvestment of distributions. 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 Floating Rate Portfolio and High Income Opportunities Portfolio (9.7% and 22.5%, respectively, at October 31, 2011). The performance of the Fund is directly affected by the performance of the Portfolios. The financial statements of 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 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 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.

At October 31, 2011, the Fund, for federal income tax purposes, had a capital loss carryforward of $109,089,609 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, 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), October 31, 2018 ($16,335,693) and October 31, 2019 ($5,358,848). In addition, such capital loss carryforward cannot be utilized prior to the utilization of new capital losses, if any, created after October 31, 2011.

Eaton Vance

Floating-Rate & High Income Fund

October 31, 2011

Notes to Financial Statements — continued

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.

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, 2011 and October 31, 2010 was as follows:


	Year Ended October 31,

	2011		2010


Distributions declared from:
Ordinary income	$	46,741,369	$	35,621,398
Tax return of capital	$	1,977,867	$	—

During the year ended October 31, 2011, accumulated net realized loss was decreased by $4,508,739, accumulated distributions in excess of net investment income was increased by $2,451,159 and paid-in capital was decreased by $2,057,580 due to expired capital loss carryforwards and differences between book and tax accounting, primarily for swap contracts, premium amortization, defaulted bond interest, mixed straddles, investments in partnerships, paydown gain (loss) 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, 2011, the components of distributable earnings (accumulated losses) and unrealized appreciation (depreciation) on a tax basis were as follows:




Capital loss carryforward	$	(109,089,609	)
Net unrealized depreciation	$	(53,048,624	)
Other temporary differences	$	(888,752	)

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, 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, 2011, the administration fee amounted to $1,656,389. The Portfolios have engaged Boston Management and Research (BMR), a subsidiary of EVM, to render investment advisory services. See Note 2 of the Portfolios’ Notes to Financial Statements. For the year ended October 31, 2011, the Fund’s allocated portion of adviser fees paid by the Portfolios amounted to $5,611,049 or 0.51% of the Fund’s average daily net assets.

Eaton Vance

Floating-Rate & High Income Fund

October 31, 2011

Notes to Financial Statements — continued

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, 2011, EVM earned $31,743 in sub-transfer agent fees. The Fund was informed that EVD, an affiliate of EVM, received $36,271 as its portion of the sales charge on sales of Class A shares for the year ended October 31, 2011. 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).

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. Pursuant to the Advisers/Class A Plan, the Fund pays 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, 2011 amounted to $572,368 for Advisers Class shares and $984,447 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. Pursuant to the Class B and Class C Plans, the Fund pays 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, 2011, the Fund paid or accrued to EVD $170,361 and $1,643,746 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, 2011, the amounts of Uncovered Distribution Charges of EVD calculated under the Class B and Class C Plans were approximately $7,411,000 and $70,075,000, respectively.

Pursuant to the Class B and Class C Plans, the Fund also makes 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 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, 2011 amounted to $56,787 and $547,915 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, 2011, the Fund was informed that EVD received approximately $26,000, $23,000 and $55,000 of CDSCs paid by Class A, Class B and Class C shareholders, respectively.

6 Investment Transactions

For the year ended October 31, 2011, increases and decreases in the Fund’s investments in the Portfolios were as follows:


Portfolio	Contributions		Withdrawals


Floating Rate Portfolio	$	438,915,736	$	170,159,485
High Income Opportunities Portfolio		88,303,162		50,810,187

Eaton Vance

Floating-Rate & High Income Fund

October 31, 2011

Notes to Financial Statements — continued

7 Shares of Beneficial Interest


	Year Ended October 31,

Advisers Class	2011			2010


Sales		12,958,391			10,855,700
Issued to shareholders electing to receive payments of distributions in Fund shares		1,092,980			885,421
Redemptions		(14,560,407	)		(5,867,768	)



Net increase (decrease)		(509,036	)		5,873,353





	Year Ended October 31,

Class A	2011			2010


Sales		37,759,136			12,381,558
Issued to shareholders electing to receive payments of distributions in Fund shares		1,628,820			942,996
Redemptions		(15,080,904	)		(7,044,637	)
Exchange from Class B shares		438,600			355,050



Net increase		24,745,652			6,634,967





	Year Ended October 31,

Class B	2011			2010


Sales		395,409			338,115
Issued to shareholders electing to receive payments of distributions in Fund shares		64,991			103,504
Redemptions		(612,464	)		(744,482	)
Exchange to Class A shares		(466,979	)		(377,734	)



Net decrease		(619,043	)		(680,597	)





	Year Ended October 31,

Class C	2011			2010


Sales		6,545,587			4,211,669
Issued to shareholders electing to receive payments of distributions in Fund shares		677,303			778,645
Redemptions		(5,544,971	)		(4,380,581	)



Net increase		1,677,919			609,733





	Year Ended October 31,

Class I	2011			2010


Sales		29,548,610			9,412,155
Issued to shareholders electing to receive payments of distributions in Fund shares		648,016			280,657
Redemptions		(17,219,608	)		(4,877,166	)



Net increase		12,977,018			4,815,646

Eaton Vance

Floating-Rate & High Income Fund

October 31, 2011

Notes to Financial Statements — continued

For the years ended October 31, 2011 and October 31, 2010, the Fund received $11,492 and $28,008, 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)

At October 31, 2011 and October 31, 2010, the Fund’s investment in High Income Opportunities Portfolio, whose financial statements are not included but are available elsewhere as discussed in Note 1, was valued based on Level 1 inputs.

Eaton Vance

Floating-Rate & High Income Fund

October 31, 2011

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, 2011, 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, such 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, 2011, 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, 2011

Eaton Vance

Floating-Rate & High Income Fund

October 31, 2011

Federal Tax Information (Unaudited)

Floating Rate Portfolio

October 31, 2011

Portfolio of Investments


Senior Floating-Rate Interests — 92.3%⁽¹⁾

		Principal
		Amount*
Borrower/Tranche Description		(000’s omitted)		Value



Aerospace and Defense — 1.8%

DAE Aviation Holdings, Inc.
Revolving Loan, 2.76%, Maturing July 31, 2013⁽²⁾			20,000	$	18,700,000
Term Loan, 5.43%, Maturing July 31, 2014			20,315		19,756,095
Term Loan, 5.43%, Maturing July 31, 2014			20,523		19,958,789
Ducommun, Inc.
Term Loan, 5.50%, Maturing June 28, 2017			7,082		7,046,839
Dundee Holdco 4, Ltd.
Term Loan, 4.25%, Maturing May 15, 2015			3,559		2,941,880
Term Loan, 4.71%, Maturing July 13, 2015	GBP		650		861,064
Term Loan, 5.21%, Maturing July 13, 2015	GBP		650		861,064
Term Loan, 4.75%, Maturing May 13, 2016			3,559		2,941,880
IAP Worldwide Services, Inc.
Term Loan, 9.25%, Maturing December 28, 2012			30,525		29,914,167
Sequa Corp.
Term Loan, 3.62%, Maturing December 3, 2014			1,989		1,920,876
Term Loan, Maturing December 3, 2014⁽³⁾			3,025		3,027,520
TASC, Inc.
Term Loan, 4.50%, Maturing December 18, 2015			18,371		18,325,348
TransDigm, Inc.
Term Loan, 4.00%, Maturing February 14, 2017			27,734		27,681,918
Wesco Aircraft Hardware Corp.
Term Loan, 3.25%, Maturing April 7, 2016			6,158		6,142,329
Term Loan, 4.25%, Maturing April 7, 2017			2,027		2,033,229
Wyle Services Corp.
Term Loan, 5.75%, Maturing March 27, 2017			11,801		11,557,376


				$	173,670,374




Air Transport — 0.3%

Evergreen International Aviation, Inc.
Term Loan, 11.50%, Maturing July 5, 2015			11,875	$	11,400,000
Orbitz Worldwide, Inc.
Term Loan, 3.31%, Maturing July 25, 2014			19,959		17,376,727


				$	28,776,727




Automotive — 4.5%

Allison Transmission, Inc.
Term Loan, 2.75%, Maturing August 7, 2014			69,151	$	67,105,779
Autoparts Holdings, Ltd.
Term Loan, 6.50%, Maturing July 28, 2017			5,600		5,607,000
Chrysler Group, LLC
Term Loan, 6.00%, Maturing May 24, 2017			66,648		63,162,843
Delphi Corp.
Term Loan, 3.50%, Maturing March 31, 2017			10,043		10,042,643
Federal-Mogul Corp.
Term Loan, 2.18%, Maturing December 29, 2014			41,356		39,210,539
Term Loan, 2.18%, Maturing December 28, 2015			23,578		22,354,469
Financiere Truck (Investissement)
Term Loan, 1.70%, Maturing February 15, 2013⁽²⁾⁽⁴⁾	GBP		2,252		3,373,442
Term Loan, 3.74%, Maturing February 15, 2013	EUR		1,412		1,819,903
Ford Motor Co.
Revolving Loan, 0.37%, Maturing December 15, 2013⁽²⁾			4,852		4,809,947
Goodyear Tire & Rubber Co.
Term Loan - Second Lien, 1.93%, Maturing April 30, 2014			71,367		69,850,264
HHI Holdings, LLC
Term Loan, 7.00%, Maturing March 21, 2017			6,318		6,239,272
Metaldyne, LLC
Term Loan, 5.25%, Maturing May 18, 2017			23,666		23,459,040
Remy International, Inc.
Term Loan, 6.25%, Maturing December 16, 2016			5,459		5,383,692
SRAM, LLC
Term Loan, 4.76%, Maturing June 7, 2018			17,193		17,106,764
Term Loan - Second Lien, 8.50%, Maturing December 7, 2018			3,000		3,015,000
Tenneco, Inc.
Term Loan, 5.24%, Maturing March 17, 2014			5,550		5,383,500
TI Automotive, Ltd.
Term Loan, 9.50%, Maturing July 29, 2016			4,455		4,466,138
Tomkins, LLC
Term Loan, 4.25%, Maturing September 21, 2015			7,560		7,484,198
Term Loan, 4.25%, Maturing September 21, 2016			29,833		29,826,443
TriMas Corp.
Term Loan, 4.25%, Maturing June 21, 2017			13,990		13,727,626
UCI International, Inc.
Term Loan, 5.50%, Maturing July 26, 2017			3,436		3,453,651
Veyance Technologies, Inc.
Term Loan, 2.75%, Maturing July 31, 2014			4,357		3,953,928
Term Loan, 2.75%, Maturing July 31, 2014			26,939		24,447,513
Term Loan - Second Lien, 6.00%, Maturing July 31, 2015			2,000		1,690,000


				$	436,973,594




Beverage and Tobacco — 0.0%⁽¹³⁾

Maine Beverage Co., LLC
Term Loan, 2.12%, Maturing March 31, 2013			746	$	716,571


				$	716,571




Building and Development — 1.4%

401 North Wabash Venture, LLC
Term Loan, 6.80%, Maturing July 27, 2012⁽⁴⁾			8,041	$	6,754,325

See Notes to Financial Statements.

Floating Rate Portfolio

October 31, 2011

Portfolio of Investments — continued


		Principal
		Amount*
Borrower/Tranche Description		(000’s omitted)		Value


Building and Development (continued)


Armstrong World Industries, Inc.
Term Loan, 4.00%, Maturing March 9, 2018			16,890	$	16,752,893
Beacon Sales Acquisition, Inc.
Term Loan, 2.33%, Maturing September 30, 2013			3,870		3,731,737
Contech Construction Products
Term Loan, 8.25%, Maturing January 31, 2013			1,733		1,138,254
Forestar Real Estate Group, Inc.
Revolving Loan, 0.49%, Maturing August 6, 2013⁽²⁾			1,675		1,574,712
Term Loan, 6.50%, Maturing August 6, 2015			13,570		13,027,142
Goodman Global Holdings, Inc.
Term Loan, 5.75%, Maturing October 28, 2016			16,950		16,977,271
Materis SAS
Term Loan, 3.74%, Maturing April 27, 2014	EUR		2,141		2,617,961
Term Loan, 4.12%, Maturing April 27, 2015	EUR		2,283		2,790,610
Monier Group GmbH
Term Loan, 3.25%, Maturing March 16, 2015⁽⁴⁾			9		7,056
Term Loan, 3.25%, Maturing April 16, 2015⁽⁴⁾	EUR		15		17,643
Term Loan, 5.00%, Maturing April 16, 2015⁽⁴⁾	EUR		25		35,136
NCI Building Systems, Inc.
Term Loan, 8.00%, Maturing April 18, 2014			3,252		3,166,965
November 2005 Land Investors, LLC
Term Loan, 0.00%, Maturing March 29, 2013⁽⁵⁾⁽⁶⁾			610		91,452
Panolam Industries International, Inc.
Term Loan, 8.25%, Maturing December 31, 2013			8,970		8,182,706
RE/MAX International, Inc.
Term Loan, 5.50%, Maturing April 15, 2016			12,765		12,700,998
Realogy Corp.
Term Loan, 3.19%, Maturing October 10, 2013			1,240		1,162,034
Term Loan, 3.27%, Maturing October 10, 2013			10,297		9,649,096
Term Loan, 4.44%, Maturing October 10, 2016			426		374,933
Term Loan, 4.52%, Maturing October 10, 2016			4,570		4,018,069
South Edge, LLC
Term Loan, 0.00%, Maturing October 31, 2009⁽⁷⁾			8,795		8,332,924
WCI Communities, Inc.
Term Loan, 10.01%, Maturing September 2, 2016⁽⁴⁾			3,740		3,652,421
Woodlands Land Development Co. LP (The)
Term Loan, 5.00%, Maturing March 7, 2014			20,000		19,600,000


				$	136,356,338




Business Equipment and Services — 7.9%

Acosta, Inc.
Term Loan, 4.75%, Maturing March 1, 2018			27,039	$	26,768,734
Advantage Sales & Marketing, Inc.
Term Loan, 5.25%, Maturing December 18, 2017			36,095		35,554,047
Affinion Group, Inc.
Term Loan, 5.00%, Maturing October 10, 2016			41,361		38,207,116
Allied Security Holdings, LLC
Term Loan, 5.00%, Maturing February 3, 2017			13,333		13,266,395
Altegrity, Inc.
Term Loan, 7.75%, Maturing February 20, 2015			5,182		5,117,215
Term Loan, 2.99%, Maturing February 21, 2015			16,555		15,313,172
Audatex North America, Inc.
Term Loan, 2.13%, Maturing May 16, 2014			1,683		1,681,234
Term Loan, 3.31%, Maturing May 16, 2014	EUR		2,908		3,963,265
BAR/BRI Review Courses, Inc.
Term Loan, 6.00%, Maturing June 16, 2017			9,775		9,579,500
Brand Energy and Infrastructure Services, Inc.
Term Loan, 2.63%, Maturing February 7, 2014			18,961		15,358,385
Brickman Group Holdings, Inc.
Term Loan, 7.25%, Maturing October 14, 2016			13,969		13,969,437
Brock Holdings III, Inc.
Term Loan, 6.00%, Maturing March 16, 2017			17,022		16,255,992
Catalina Marketing Corp.
Term Loan, 3.00%, Maturing October 1, 2014			5,935		5,697,148
ClientLogic Corp.
Term Loan, 8.12%, Maturing January 30, 2014	EUR		569		780,053
Term Loan, 7.14%, Maturing January 30, 2017			9,682		8,823,041
DynCorp International, LLC
Term Loan, 6.25%, Maturing July 5, 2016			13,083		12,943,608
Endurance International Group, Inc. (The)
Term Loan, 8.00%, Maturing October 3, 2016			10,175		10,022,375
Go Daddy Group, Inc. (The)
Term Loan, Maturing September 29, 2017⁽³⁾			19,950		19,962,469
IMS Health, Inc.
Term Loan, 4.50%, Maturing August 25, 2017			15,115		15,114,961
KAR Auction Services, Inc.
Term Loan, 5.00%, Maturing May 19, 2017			33,292		33,291,562
Kronos, Inc.
Term Loan, 2.12%, Maturing June 11, 2014			11,982		11,468,042
Term Loan, 6.12%, Maturing June 11, 2015			3,000		2,812,500
Language Line, LLC
Term Loan, 6.25%, Maturing June 20, 2016			18,984		18,841,650
Meritas, LLC
Term Loan, 7.50%, Maturing July 28, 2017			13,847		13,639,172
Mitchell International, Inc.
Term Loan, 2.38%, Maturing March 28, 2014			1,949		1,851,531
Term Loan - Second Lien, 5.63%, Maturing March 30, 2015			1,500		1,410,000
MSCI, Inc.
Term Loan, 3.75%, Maturing March 14, 2017			15,645		15,821,472
N.E.W. Holdings I, LLC
Term Loan, 6.00%, Maturing March 23, 2016			16,559		16,199,846
Protection One Alarm Monitoring, Inc.
Term Loan, 6.00%, Maturing June 4, 2016			12,338		12,245,956
Quantum Corp.
Term Loan, 3.83%, Maturing July 14, 2014			1,509		1,471,634

See Notes to Financial Statements.

Floating Rate Portfolio

October 31, 2011

Portfolio of Investments — continued


		Principal
		Amount*
Borrower/Tranche Description		(000’s omitted)		Value


Business Equipment and Services (continued)

Quantum Corp. (continued)
Quintiles Transnational Corp.
Term Loan, 5.00%, Maturing June 8, 2018			59,526	$	59,004,962
Res-Care, Inc.
Term Loan, 7.25%, Maturing December 22, 2016			13,936		13,518,384
Sabre, Inc.
Term Loan, 2.30%, Maturing September 30, 2014			46,499		40,911,097
Sensus USA, Inc.
Term Loan, 4.75%, Maturing May 9, 2017			11,094		10,927,836
Softlayer Technologies, Inc.
Term Loan, 7.25%, Maturing November 5, 2016			9,255		8,931,135
SunGard Data Systems, Inc.
Term Loan, 1.99%, Maturing February 28, 2014			32,531		32,134,224
Term Loan, 3.74%, Maturing February 28, 2014			11,124		11,031,158
Term Loan, 3.90%, Maturing February 26, 2016			65,535		64,961,310
SymphonyIRI Group, Inc.
Term Loan, 5.00%, Maturing December 1, 2017			5,960		5,893,012
Total Safety U.S., Inc.
Term Loan, 7.50%, Maturing October 31, 2017			2,475		2,376,000
Transaction Network Service, Inc.
Term Loan, 6.00%, Maturing November 18, 2015			2,246		2,229,345
TransUnion, LLC
Term Loan, 4.75%, Maturing February 12, 2018			30,596		30,405,023
Travelport, LLC
Term Loan, 2.87%, Maturing August 23, 2013			154		130,625
Term Loan, 2.87%, Maturing August 23, 2013			595		505,771
Term Loan, 4.87%, Maturing August 21, 2015			8,217		7,175,797
Term Loan, 4.87%, Maturing August 21, 2015			20,702		18,078,240
Term Loan, 4.87%, Maturing August 21, 2015			25,941		22,653,155
Term Loan, 6.05%, Maturing August 21, 2015	EUR		1,481		1,756,693
U.S. Security Holdings, Inc.
Term Loan, 1.50%, Maturing July 28, 2017⁽²⁾			1,618		1,593,508
Term Loan, 6.00%, Maturing July 28, 2017			8,307		8,182,617
West Corp.
Term Loan, 4.61%, Maturing July 15, 2016			18,182		18,060,674
Term Loan, 4.63%, Maturing July 15, 2016			6,545		6,504,407


				$	764,396,485




Cable and Satellite Television — 3.7%

Atlantic Broadband Finance, LLC
Term Loan, 4.00%, Maturing March 8, 2016			9,245	$	9,105,877
BBHI Acquisition, LLC
Term Loan, 4.50%, Maturing December 14, 2017			4,843		4,818,960
Cequel Communications, LLC
Term Loan, 2.24%, Maturing November 5, 2013			48,683		48,074,860
Charter Communications Operating, LLC
Term Loan, 3.62%, Maturing September 6, 2016			41,909		41,699,946
Crown Media Holdings, Inc.
Term Loan, 5.75%, Maturing July 14, 2018			6,983		6,912,675
CSC Holdings, Inc.
Term Loan, 1.99%, Maturing March 29, 2016			3,603		3,572,921
Term Loan, 1.99%, Maturing March 29, 2016			23,345		23,169,556
Insight Midwest Holdings, LLC
Term Loan, 1.99%, Maturing April 7, 2014			24,428		24,238,617
Lavena Holdings 4 GmbH
Term Loan, 4.20%, Maturing March 6, 2015	EUR		2,822		3,325,771
Term Loan, 4.45%, Maturing March 4, 2016	EUR		2,822		3,325,772
MCC Iowa, LLC
Term Loan, 1.95%, Maturing January 30, 2015			7,498		7,123,405
Term Loan, 1.95%, Maturing January 30, 2015			7,620		7,239,000
Mediacom Broadband, LLC
Term Loan, 4.50%, Maturing October 23, 2017			10,147		9,981,681
Mediacom Illinois, LLC
Term Loan, 1.95%, Maturing January 30, 2015			18,945		17,927,159
Term Loan, 5.50%, Maturing March 31, 2017			2,940		2,911,520
Mediacom, LLC
Term Loan, 4.50%, Maturing October 23, 2017			10,380		10,110,010
NDS Finance, Ltd.
Term Loan, 4.00%, Maturing March 12, 2018			23,174		22,797,632
P7S1 Broadcasting Holding II B.V.
Term Loan, 4.03%, Maturing July 1, 2016	EUR		5,546		7,248,014
UPC Broadband Holding B.V.
Term Loan, 5.11%, Maturing December 31, 2016	EUR		37,765		50,277,383
Term Loan, 5.36%, Maturing December 31, 2017	EUR		3,395		4,544,622
UPC Financing Partnership
Term Loan, 3.87%, Maturing December 30, 2016			5,061		4,915,659
Term Loan, 3.74%, Maturing December 29, 2017			20,793		20,117,219
Term Loan, Maturing December 31, 2017⁽³⁾			4,575		4,540,688
YPSO Holding SA
Term Loan, 4.87%, Maturing June 6, 2016⁽⁴⁾	EUR		2,391		2,816,753
Term Loan, 4.87%, Maturing June 6, 2016⁽⁴⁾	EUR		4,086		4,814,747
Term Loan, 4.87%, Maturing June 6, 2016⁽⁴⁾	EUR		7,015		8,265,057
Term Loan, 5.62%, Maturing December 29, 2017⁽⁴⁾	EUR		966		1,138,248


				$	355,013,752




Chemicals and Plastics — 4.0%

Arizona Chemical, Inc.
Term Loan, 4.75%, Maturing November 21, 2016			3,591	$	3,597,491
Celanese U.S. Holdings, LLC
Term Loan, 4.24%, Maturing October 31, 2016	EUR		674		927,235
Chemtura Corp.
Term Loan, 5.50%, Maturing August 27, 2016			8,200		8,235,875
Cristal Inorganic Chemicals US, Inc.
Term Loan, 2.62%, Maturing May 15, 2014			5,054		4,996,679
General Chemical Corp.
Term Loan, 5.00%, Maturing October 6, 2015			4,229		4,202,752

See Notes to Financial Statements.

Floating Rate Portfolio

October 31, 2011

Portfolio of Investments — continued


		Principal
		Amount*
Borrower/Tranche Description		(000’s omitted)		Value


Chemicals and Plastics (continued)


Houghton International, Inc.
Revolving Loan, 0.50%, Maturing January 30, 2016⁽²⁾			1,280	$	1,235,200
Revolving Loan, 2.12%, Maturing January 30, 2016⁽²⁾			320		308,800
Term Loan, 6.75%, Maturing January 29, 2016			14,977		15,014,260
Huntsman International, LLC
Term Loan, 1.83%, Maturing April 21, 2014			2,584		2,539,819
Term Loan, 2.52%, Maturing June 30, 2016			5,333		5,179,437
Term Loan, 2.80%, Maturing April 19, 2017			14,543		14,088,244
INEOS Holdings, Ltd.
Term Loan, 7.50%, Maturing December 16, 2013	EUR		2,274		3,225,975
Term Loan, 8.00%, Maturing December 16, 2014	EUR		2,256		3,200,728
INEOS US Finance, LLC
Term Loan, 7.50%, Maturing December 16, 2013			19,978		20,552,854
Term Loan, 8.00%, Maturing December 16, 2014			20,554		21,145,282
MacDermid, Inc.
Term Loan, 2.25%, Maturing April 11, 2014			5,553		5,409,292
Momentive Performance Materials, Inc. (Nautilus)
Term Loan, 2.45%, Maturing December 4, 2013			4,800		4,545,000
Term Loan, 3.62%, Maturing December 4, 2013	EUR		9,896		12,894,471
Term Loan, 3.75%, Maturing May 5, 2015			21,752		20,592,210
Term Loan, 4.87%, Maturing May 5, 2015	EUR		4,961		6,341,035
Momentive Specialty Chemicals, Inc.
Term Loan, 2.48%, Maturing May 3, 2013			12,368		11,997,368
Term Loan, 2.63%, Maturing May 6, 2013			1,720		1,649,864
Term Loan, 2.63%, Maturing May 6, 2013			4,011		3,848,018
Term Loan, Maturing May 6, 2013⁽³⁾			217		210,469
Term Loan, 4.00%, Maturing May 5, 2015			13,427		12,845,131
Term Loan, 4.06%, Maturing May 5, 2015			4,149		3,920,556
Term Loan, 4.13%, Maturing May 5, 2015			6,932		6,631,612
Term Loan, 4.13%, Maturing May 5, 2015			7,097		6,706,857
Term Loan, 5.29%, Maturing May 5, 2015	EUR		1,082		1,400,378
Nalco Co.
Term Loan, 4.50%, Maturing October 5, 2017			11,509		11,521,341
Norit NV
Term Loan, 6.75%, Maturing July 7, 2017			16,750		16,331,250
OM Group, Inc.
Term Loan, 5.75%, Maturing August 2, 2017			7,000		7,017,500
Term Loan, 6.25%, Maturing August 2, 2017	EUR		2,000		2,747,799
Omnova Solutions, Inc.
Term Loan, 5.75%, Maturing May 31, 2017			15,139		15,006,394
Solutia, Inc.
Revolving Loan, 0.93%, Maturing March 17, 2015⁽²⁾			5,000		4,762,500
Term Loan, 3.50%, Maturing August 1, 2017			14,911		14,957,769
Styron S.A.R.L.
Term Loan, 6.00%, Maturing August 2, 2017			40,568		37,297,607
Univar, Inc.
Term Loan, 5.00%, Maturing June 30, 2017			73,846		72,369,201


				$	389,454,253




Clothing / Textiles — 0.1%

Phillips-Van Heusen Corp.
Term Loan, 4.33%, Maturing February 26, 2016	EUR		2,348	$	3,232,226
Warnaco, Inc.
Term Loan, 3.75%, Maturing June 15, 2018			3,940		3,920,424


				$	7,152,650




Conglomerates — 1.6%

Education Management, LLC
Term Loan, 2.13%, Maturing June 3, 2013			18,613	$	17,705,917
Financiere SPIE S.A.S.
Term Loan, 6.12%, Maturing June 29, 2018	EUR		4,500		5,884,184
Jason, Inc.
Term Loan, 8.25%, Maturing September 21, 2014			1,046		1,044,203
Term Loan, 8.25%, Maturing September 22, 2014			417		415,685
Term Loan, 8.50%, Maturing September 22, 2014			2,575		2,562,125
Rexnord Corp.
Term Loan, 2.50%, Maturing July 19, 2013			6,912		6,782,314
Term Loan, 2.87%, Maturing July 19, 2013			30,406		30,139,503
RGIS Holdings, LLC
Term Loan, 2.87%, Maturing April 30, 2014			937		887,964
Term Loan, 2.87%, Maturing April 30, 2014			20,109		19,053,252
Spectrum Brands, Inc.
Term Loan, 5.00%, Maturing June 17, 2016			27,843		27,808,074
Walter Energy, Inc.
Term Loan, 4.00%, Maturing April 2, 2018			41,817		41,799,959


				$	154,083,180




Containers and Glass Products — 2.4%

Berry Plastics Corp.
Term Loan, 2.24%, Maturing April 3, 2015			29,448	$	28,101,369
BWAY Corp.
Term Loan, 4.50%, Maturing February 23, 2018			2,620		2,600,358
Term Loan, 4.50%, Maturing February 23, 2018			29,510		29,288,882
Consolidated Container Co.
Term Loan, 2.50%, Maturing March 28, 2014			15,151		14,184,895
Graphic Packaging International, Inc.
Term Loan, 2.39%, Maturing May 16, 2014			21,189		21,034,558
Term Loan, 3.14%, Maturing May 16, 2014			9,072		9,092,579
Hilex Poly Co.
Term Loan, 11.25%, Maturing November 16, 2015			4,625		4,532,500
Pelican Products, Inc.
Term Loan, 5.00%, Maturing March 7, 2017			7,096		7,025,411

See Notes to Financial Statements.

Floating Rate Portfolio

October 31, 2011

Portfolio of Investments — continued


		Principal
		Amount*
Borrower/Tranche Description		(000’s omitted)		Value


Containers and Glass Products (continued)


Reynolds Group Holdings, Inc.
Term Loan, 6.50%, Maturing February 9, 2018			68,848	$	68,804,801
Term Loan, 6.50%, Maturing August 9, 2018			39,975		39,879,220
Sealed Air Corp.
Term Loan, 4.75%, Maturing October 3, 2018			4,165		4,212,280
Term Loan, 5.64%, Maturing October 3, 2018	EUR		998		1,376,790
TricorBraun, Inc.
Term Loan, 2.49%, Maturing July 31, 2013			1,591		1,543,408


				$	231,677,051




Cosmetics / Toiletries — 0.4%

Bausch & Lomb, Inc.
Term Loan, 3.50%, Maturing April 24, 2015			3,917	$	3,895,883
Term Loan, 3.59%, Maturing April 24, 2015			17,755		17,658,461
Huish Detergents, Inc.
Term Loan, 2.25%, Maturing April 25, 2014			1,962		1,818,373
Prestige Brands, Inc.
Term Loan, 4.77%, Maturing March 24, 2016			13,596		13,647,107


				$	37,019,824




Drugs — 0.8%

Aptalis Pharma, Inc.
Term Loan, 5.50%, Maturing February 10, 2017			20,272	$	19,625,649
Capsugel Healthcare, Ltd.
Term Loan, 5.25%, Maturing August 1, 2018			13,250		13,299,688
Endo Pharmaceuticals Holdings, Inc.
Term Loan, 4.00%, Maturing June 18, 2018			7,906		7,933,847
Graceway Pharmaceuticals, LLC
Term Loan, 0.00%, Maturing May 3, 2012⁽⁶⁾			4,658		2,753,895
Warner Chilcott Corp.
Term Loan, 3.75%, Maturing March 17, 2016			4,603		4,563,907
Term Loan, 4.25%, Maturing March 15, 2018			7,639		7,594,448
Term Loan, 4.25%, Maturing March 15, 2018			15,278		15,188,896
WC Luxco S.A.R.L.
Term Loan, 4.25%, Maturing March 15, 2018			10,504		10,442,366


				$	81,402,696




Ecological Services and Equipment — 0.0%⁽¹³⁾

Big Dumpster Merger Sub, Inc.
Term Loan, 4.50%, Maturing February 5, 2013			679	$	552,026
Term Loan, 4.50%, Maturing February 5, 2013			1,614		1,311,060
Environmental Systems Products Holdings, Inc.
Term Loan - Second Lien, 13.50%, Maturing September 12, 2014⁽⁵⁾			247		220,975
Synagro Technologies, Inc.
Term Loan, 2.25%, Maturing April 2, 2014			886		770,654


				$	2,854,715




Electronics / Electrical — 5.9%

Aeroflex, Inc.
Term Loan, 4.25%, Maturing May 9, 2018			14,763	$	14,541,555
Aspect Software, Inc.
Term Loan, 6.25%, Maturing May 6, 2016			26,889		27,023,662
Attachmate Corp.
Term Loan, 6.50%, Maturing April 27, 2017			21,675		21,214,406
Bentley Systems, Inc.
Term Loan, 5.75%, Maturing February 10, 2017			5,781		5,737,953
Cinedigm Digital Funding I, LLC
Term Loan, 5.25%, Maturing April 29, 2016			9,041		8,679,370
CommScope, Inc.
Term Loan, 5.00%, Maturing January 14, 2018			32,482		32,359,956
CPI International, Inc.
Term Loan, 5.00%, Maturing February 9, 2017			10,446		10,237,141
Dealer Computer Services, Inc.
Term Loan, 2.74%, Maturing April 21, 2016			2,410		2,349,721
Term Loan, 3.75%, Maturing April 20, 2018			22,987		22,952,894
DG FastChannel, Inc.
Term Loan, 5.75%, Maturing July 26, 2018			21,920		21,700,862
Eagle Parent, Inc.
Term Loan, 5.00%, Maturing May 16, 2018			33,541		32,891,082
Edwards (Cayman Island II), Ltd.
Term Loan, 5.50%, Maturing May 31, 2016			8,444		7,930,091
Term Loan, 5.50%, Maturing May 31, 2016			17,825		16,740,968
FCI International S.A.S.
Term Loan, 3.62%, Maturing November 1, 2013			434		426,383
Term Loan, 3.62%, Maturing November 1, 2013			434		426,383
Term Loan, 3.62%, Maturing November 1, 2013			451		442,893
Term Loan, 3.62%, Maturing November 1, 2013			451		442,893
Term Loan, 3.62%, Maturing November 1, 2013			796		781,874
Term Loan, 3.62%, Maturing November 1, 2013			1,573		1,545,608
Term Loan, 3.62%, Maturing November 1, 2013			1,916		1,882,641
Freescale Semiconductor, Inc.
Term Loan, 4.49%, Maturing December 1, 2016			50,483		48,716,425
Infogroup, Inc.
Term Loan, 5.75%, Maturing May 22, 2018			11,240		10,705,779
Infor Enterprise Solutions Holdings
Term Loan, 6.00%, Maturing July 28, 2015			18,839		17,838,359
Term Loan, 6.00%, Maturing July 28, 2015			41,151		39,581,969
Term Loan, 6.31%, Maturing July 28, 2015	EUR		2,847		3,663,406
Term Loan - Second Lien, 6.50%, Maturing March 3, 2014			550		453,750
Term Loan - Second Lien, 6.50%, Maturing March 3, 2014			950		774,250
Microsemi Corp.
Term Loan, 5.75%, Maturing February 2, 2018			19,100		19,243,250
NXP B.V.
Term Loan, 4.50%, Maturing March 3, 2017			36,258		34,988,753

See Notes to Financial Statements.

Floating Rate Portfolio

October 31, 2011

Portfolio of Investments — continued


		Principal
		Amount*
Borrower/Tranche Description		(000’s omitted)		Value


Electronics / Electrical (continued)


Open Solutions, Inc.
Term Loan, 2.55%, Maturing January 23, 2014			9,925	$	8,564,898
Rovi Solutions Corp.
Term Loan, 4.00%, Maturing February 7, 2018			4,975		5,006,094
SafeNet, Inc.
Term Loan, 2.75%, Maturing April 12, 2014			14,251		13,693,308
Sensata Technologies Finance Co., LLC
Term Loan, 4.00%, Maturing May 11, 2018			36,384		36,270,113
Serena Software, Inc.
Term Loan, 4.34%, Maturing March 10, 2016			10,010		9,509,443
Shield Finance Co. S.A.R.L.
Term Loan, 7.75%, Maturing June 15, 2016			6,822		6,737,116
Ship US Bidco, Inc.
Term Loan, 6.01%, Maturing November 30, 2017	GBP		7,000		10,880,131
SkillSoft Corp.
Term Loan, 6.50%, Maturing May 19, 2017			3,650		3,650,000
Term Loan, 6.50%, Maturing May 26, 2017			3,914		3,913,545
Spansion, LLC
Term Loan, 4.75%, Maturing February 9, 2015			8,466		8,437,336
SS&C Technologies, Inc.
Term Loan, 2.25%, Maturing November 23, 2012			2,033		2,028,163
Sunquest Information Systems, Inc.
Term Loan, 6.25%, Maturing December 16, 2016			13,890		13,751,286
Vertafore, Inc.
Term Loan, 5.25%, Maturing July 29, 2016			21,622		21,270,367
Web.com Group, Inc.
Term Loan, Maturing October 27, 2017⁽³⁾			26,175		23,508,422


				$	573,494,499




Equipment Leasing — 0.5%

BakerCorp. International, Inc.
Term Loan, 5.00%, Maturing June 1, 2018			14,015	$	13,830,930
Delos Aircraft, Inc.
Term Loan, 7.00%, Maturing March 17, 2016			11,192		11,285,573
International Lease Finance Corp.
Term Loan, 6.75%, Maturing March 17, 2015			23,138		23,361,656


				$	48,478,159




Farming / Agriculture — 0.2%

Earthbound Farm Holdings III, LLC
Term Loan, 5.50%, Maturing December 21, 2016			6,253	$	6,174,591
WM. Bolthouse Farms, Inc.
Term Loan, 5.50%, Maturing February 11, 2016			12,273		12,181,040


				$	18,355,631




Financial Intermediaries — 3.9%

AmWINS Group, Inc.
Revolving Loan, 2.35%, Maturing June 8, 2012⁽²⁾			7,500	$	7,275,000
Term Loan, 4.62%, Maturing June 8, 2013			12,408		12,097,888
Asset Acceptance Capital Corp.
Term Loan, 4.12%, Maturing June 5, 2013			11,646		11,529,631
CB Richard Ellis Services, Inc.
Term Loan, 3.50%, Maturing March 5, 2018			8,016		7,835,273
Term Loan, 3.74%, Maturing September 4, 2019			8,568		8,375,037
Citco III, Ltd.
Term Loan, 6.25%, Maturing June 29, 2018			23,541		22,893,622
Fifth Third Processing Solutions, LLC
Term Loan, 4.50%, Maturing November 3, 2016			18,437		18,379,374
First Data Corp.
Term Loan, 2.98%, Maturing September 24, 2014			24,983		23,146,838
Term Loan, 2.99%, Maturing September 24, 2014			18,401		17,055,800
Term Loan, 2.99%, Maturing September 24, 2014			19,812		18,363,135
Term Loan, 4.24%, Maturing March 23, 2018			15,843		13,767,144
Grosvenor Capital Management Holdings, LLP
Term Loan, 4.25%, Maturing December 5, 2016			8,965		8,628,728
HarbourVest Partners, LLC
Term Loan, 6.25%, Maturing December 14, 2016			9,572		9,571,515
iPayment, Inc.
Term Loan, 5.75%, Maturing May 8, 2017			21,037		21,247,533
LPL Holdings, Inc.
Term Loan, 2.02%, Maturing June 28, 2013			4,467		4,430,843
Term Loan, 4.25%, Maturing June 25, 2015			23,480		23,342,842
Term Loan, 5.25%, Maturing June 28, 2017			15,302		15,282,787
Mercury Payment Systems Canada, LLC
Term Loan, 6.50%, Maturing July 3, 2017			8,853		8,863,878
Mondrian Investment Partners, Ltd.
Term Loan, 5.50%, Maturing July 12, 2018			17,230		17,229,545
Nuveen Investments, Inc.
Term Loan, 3.39%, Maturing November 13, 2014			21,731		21,051,893
Term Loan, 5.89%, Maturing May 12, 2017			39,459		38,038,459
RJO Holdings Corp.
Term Loan, 6.25%, Maturing December 10, 2015⁽⁵⁾			63		51,347
Term Loan, 6.25%, Maturing December 10, 2015⁽⁵⁾			1,995		1,507,700
RPI Finance Trust
Term Loan, 4.00%, Maturing May 9, 2018			29,775		29,635,818
Travelex America Holdings, Inc.
Term Loan, 2.70%, Maturing October 31, 2013			423		421,754
Term Loan, 2.70%, Maturing October 31, 2013			8,577		8,551,246
Term Loan, 3.20%, Maturing October 31, 2014			423		421,754
Term Loan, 3.20%, Maturing October 31, 2014			8,577		8,551,246


				$	377,547,630

See Notes to Financial Statements.

Floating Rate Portfolio

October 31, 2011

Portfolio of Investments — continued


		Principal
		Amount*
Borrower/Tranche Description		(000’s omitted)		Value


Food Products — 4.2%

American Seafoods Group, LLC
Term Loan, 4.25%, Maturing March 8, 2018			10,198	$	10,012,955
BL Marketing, Ltd. (Weetabix)
Term Loan, 2.45%, Maturing December 31, 2013	GBP		3,000		4,555,986
Term Loan - Second Lien, 5.46%, Maturing June 30, 2015	GBP		2,500		3,637,875
Dean Foods Co.
Term Loan, 1.87%, Maturing April 2, 2014			31,813		30,765,496
Term Loan, 3.25%, Maturing April 2, 2014			6,867		6,736,195
Del Monte Foods Co.
Term Loan, 4.50%, Maturing March 8, 2018			96,112		93,949,113
Dole Food Company, Inc.
Term Loan, 5.05%, Maturing July 6, 2018			13,171		13,220,131
Farley’s & Sathers Candy Company, Inc.
Term Loan, 6.50%, Maturing March 30, 2018			9,453		9,417,053
JBS USA Holdings, Inc.
Term Loan, 4.25%, Maturing May 25, 2018			22,743		22,401,855
Michael Foods Group, Inc.
Term Loan, 4.25%, Maturing February 23, 2018			25,136		24,947,098
NBTY, Inc.
Term Loan, 4.25%, Maturing October 2, 2017			79,566		79,500,009
Pierre Foods, Inc.
Term Loan, 7.00%, Maturing September 30, 2016			15,669		15,558,246
Pinnacle Foods Holdings Corp.
Revolving Loan, 0.94%, Maturing April 2, 2013⁽²⁾			4,000		3,720,000
Term Loan, 2.77%, Maturing April 2, 2014			38,590		38,171,798
Term Loan, 6.00%, Maturing April 2, 2014			5,744		5,812,139
Solvest, Ltd.
Term Loan, 5.03%, Maturing July 6, 2018			24,460		24,551,672
United Biscuits (UK), Ltd.
Term Loan - Second Lien, 4.71%, Maturing June 15, 2016	GBP		1,500		2,161,621
Windsor Quality Food Co., Ltd.
Term Loan, 5.00%, Maturing February 16, 2017			21,219		20,158,050


				$	409,277,292




Food Service — 3.8%

Aramark Corp.
Term Loan, 2.24%, Maturing January 24, 2014			953	$	942,975
Term Loan, 2.11%, Maturing January 27, 2014			3,254		3,215,960
Term Loan, 2.24%, Maturing January 27, 2014			19,105		18,881,288
Term Loan, 3.49%, Maturing July 26, 2016			4,450		4,415,155
Term Loan, 3.62%, Maturing July 26, 2016			46,440		46,072,790
Buffets, Inc.
Term Loan, 14.00%, Maturing April 21, 2015⁽⁴⁾			9,117		4,330,630
Term Loan, 9.62%, Maturing April 22, 2015⁽⁴⁾			1,228		549,310
Burger King Corp.
Term Loan, 4.50%, Maturing October 19, 2016			66,814		66,646,753
Darling International, Inc.
Term Loan, 5.38%, Maturing December 16, 2016			2,400		2,408,251
Denny’s, Inc.
Term Loan, 5.25%, Maturing September 30, 2016			13,179		13,228,513
DineEquity, Inc.
Term Loan, 4.32%, Maturing October 19, 2017			23,417		23,446,020
Dunkin’ Brands, Inc.
Term Loan, 4.00%, Maturing November 23, 2017			51,021		51,021,016
JRD Holdings, Inc.
Term Loan, 2.50%, Maturing July 2, 2014			4,025		3,975,049
OSI Restaurant Partners, LLC
Term Loan, 2.80%, Maturing June 14, 2013			6,636		6,353,839
Term Loan, 2.56%, Maturing June 14, 2014			71,770		68,719,786
Sagittarius Restaurants, LLC
Term Loan, 7.51%, Maturing May 18, 2015			7,763		7,723,688
Selecta
Term Loan, 2.62%, Maturing July 2, 2015	CHF		18,405		16,424,159
SSP Financing, Ltd.
Term Loan, 1.85%, Maturing December 17, 2016			5,115		3,930,351
U.S. Foodservice, Inc.
Term Loan, 2.75%, Maturing July 3, 2014			28,143		26,193,883


				$	368,479,416




Food / Drug Retailers — 3.2%

Alliance Boots Holdings, Ltd.
Term Loan, 3.63%, Maturing July 9, 2015	GBP		29,000	$	42,767,667
Term Loan, 4.15%, Maturing July 9, 2015	EUR		19,813		25,780,103
General Nutrition Centers, Inc.
Term Loan, 4.25%, Maturing March 2, 2018			53,950		53,882,563
Rite Aid Corp.
Term Loan, 2.00%, Maturing June 4, 2014			68,472		65,790,508
Term Loan, 4.50%, Maturing March 2, 2018			34,561		32,833,325
Roundy’s Supermarkets, Inc.
Term Loan, 7.00%, Maturing November 3, 2013			35,868		35,121,108
Supervalu, Inc.
Term Loan, 4.50%, Maturing April 28, 2018			54,957		52,827,038


				$	309,002,312




Forest Products — 0.0%⁽¹³⁾

Xerium Technologies, Inc.
Term Loan, 5.50%, Maturing May 22, 2017			4,308	$	4,249,193


				$	4,249,193




Health Care — 11.7%

1-800-Contacts, Inc.
Term Loan, 7.70%, Maturing March 4, 2015			7,614	$	7,575,747

See Notes to Financial Statements.

Floating Rate Portfolio

October 31, 2011

Portfolio of Investments — continued


		Principal
		Amount*
Borrower/Tranche Description		(000’s omitted)		Value


Health Care (continued)


Alere, Inc.
Term Loan, 4.50%, Maturing June 30, 2017			31,925	$	31,446,125
Alliance Healthcare Services
Term Loan, 7.25%, Maturing June 1, 2016			12,009		10,928,593
Ardent Medical Services, Inc.
Term Loan, 6.50%, Maturing September 15, 2015			10,461		10,258,000
Term Loan, 6.50%, Maturing September 18, 2015			9,150		8,955,562
Aveta Holdings, LLC
Term Loan, 8.50%, Maturing April 14, 2015			8,347		8,284,826
Term Loan, 8.50%, Maturing April 14, 2015			8,347		8,284,826
Biomet, Inc.
Term Loan, 3.32%, Maturing March 25, 2015			58,223		57,513,786
Carestream Health, Inc.
Term Loan, 5.00%, Maturing February 25, 2017			22,063		19,861,337
Carl Zeiss Vision Holding GmbH
Term Loan, 4.00%, Maturing September 30, 2019⁽⁴⁾	EUR		870		1,023,830
Catalent Pharma Solutions
Term Loan, 2.50%, Maturing April 10, 2014			15,241		14,584,201
CDRL MS, Inc.
Term Loan, 6.75%, Maturing September 29, 2016			6,814		6,765,796
Community Health Systems, Inc.
Term Loan, 2.57%, Maturing July 25, 2014			3,912		3,805,117
Term Loan, 2.57%, Maturing July 25, 2014			89,441		86,995,369
Term Loan, 3.82%, Maturing January 25, 2017			29,259		28,439,937
ConvaTec, Inc.
Term Loan, 5.75%, Maturing December 22, 2016			17,753		17,353,924
CRC Health Corp.
Term Loan, 4.87%, Maturing November 16, 2015			30,015		28,514,556
Dako EQT Project Delphi
Term Loan, 3.73%, Maturing May 31, 2016	EUR		3,099		3,976,602
Term Loan, 2.50%, Maturing June 12, 2016			1,568		1,438,917
DaVita, Inc.
Term Loan, 4.50%, Maturing October 20, 2016			10,676		10,673,026
DJO Finance, LLC
Term Loan, 3.25%, Maturing May 20, 2014			16,217		15,683,098
Drumm Investors, LLC
Term Loan, 5.00%, Maturing May 4, 2018			25,695		23,489,438
Emdeon Business Services, LLC
Term Loan, 4.25%, Maturing November 18, 2013			8,683		8,723,778
Term Loan, 4.50%, Maturing November 18, 2013			8,910		8,915,569
Emergency Medical Services Corp.
Term Loan, 5.25%, Maturing May 25, 2018			25,194		24,715,570
Fenwal, Inc.
Term Loan, 2.57%, Maturing February 28, 2014			496		462,038
Term Loan, 2.57%, Maturing February 28, 2014			2,894		2,694,629
Gentiva Health Services, Inc.
Term Loan, Maturing August 17, 2016⁽³⁾			2,000		1,795,000
Grifols, Inc.
Term Loan, 6.00%, Maturing June 1, 2017			35,187		35,340,755
Hanger Orthopedic Group, Inc.
Term Loan, 4.00%, Maturing December 1, 2016			19,959		19,485,457
HCA, Inc.
Term Loan, 3.62%, Maturing March 31, 2017			54,269		52,793,340
Term Loan, 3.62%, Maturing May 1, 2018			39,850		38,542,456
Health Management Associates, Inc.
Term Loan, 2.12%, Maturing February 28, 2014			53,009		52,081,594
Iasis Healthcare, LLC
Term Loan, 5.00%, Maturing May 3, 2018			12,156		11,913,168
Immucor, Inc.
Term Loan, 7.25%, Maturing August 17, 2018			8,500		8,563,750
inVentiv Health, Inc.
Term Loan, 6.50%, Maturing August 4, 2016			31,003		30,305,768
Term Loan, 6.75%, Maturing May 15, 2018			15,885		15,766,049
Kindred Healthcare, Inc.
Term Loan, 5.25%, Maturing June 1, 2018			22,768		21,288,022
Kinetic Concepts, Inc.
Term Loan, Maturing November 2, 2018⁽³⁾			54,000		54,215,136
Lifepoint Hospitals, Inc.
Term Loan, 3.08%, Maturing April 15, 2015			11,748		11,601,389
MedAssets, Inc.
Term Loan, 5.25%, Maturing November 16, 2016			23,446		23,314,210
Medpace, Inc.
Term Loan, 6.50%, Maturing June 16, 2017			11,621		11,097,936
MultiPlan, Inc.
Term Loan, 4.75%, Maturing August 26, 2017			70,232		68,154,455
Physiotherapy Associates, Inc.
Term Loan, 7.50%, Maturing June 27, 2013			6,026		5,996,181
Prime Healthcare Services, Inc.
Term Loan, 7.25%, Maturing April 22, 2015			29,660		28,250,743
RadNet Management, Inc.
Term Loan, 5.75%, Maturing April 1, 2016			22,958		22,039,717
Renal Advantage Holdings, Inc.
Term Loan, 5.75%, Maturing December 16, 2016			9,602		9,614,441
Select Medical Corp.
Term Loan, 5.50%, Maturing May 25, 2018			38,853		36,132,941
Sunrise Medical Holdings, Inc.
Term Loan, 7.25%, Maturing May 13, 2014	EUR		2,019		2,584,087
TriZetto Group, Inc. (The)
Term Loan, 4.75%, Maturing May 2, 2018			22,893		22,563,543
Universal Health Services, Inc.
Term Loan, 4.00%, Maturing November 15, 2016			22,644		22,537,437
Vanguard Health Holding Co., II, LLC
Term Loan, 5.00%, Maturing January 29, 2016			24,757		24,612,289
VWR Funding, Inc.
Term Loan, 2.75%, Maturing June 30, 2014			52,910		51,079,911


				$	1,133,033,972

See Notes to Financial Statements.

Floating Rate Portfolio

October 31, 2011

Portfolio of Investments — continued


		Principal
		Amount*
Borrower/Tranche Description		(000’s omitted)		Value


Home Furnishings — 0.5%

Hunter Fan Co.
Term Loan, 2.75%, Maturing April 16, 2014			2,748	$	2,528,437
National Bedding Co., LLC
Term Loan, 3.88%, Maturing November 28, 2013			26,439		26,207,607
Term Loan - Second Lien, 5.31%, Maturing February 28, 2014			4,500		4,365,000
Oreck Corp.
Term Loan - Second Lien, 3.85%, Maturing March 19, 2016⁽⁵⁾			797		716,925
Sofia III S.A.R.L.
Term Loan, 2.50%, Maturing June 24, 2016	EUR		3,464		3,791,807
Yankee Candle Company, Inc. (The)
Term Loan, 2.25%, Maturing February 6, 2014			9,808		9,624,467


				$	47,234,243




Industrial Equipment — 1.2%

Alliance Laundry Systems, LLC
Term Loan, 6.25%, Maturing September 30, 2016			1,782	$	1,785,798
Excelitas Technologies Corp.
Term Loan, 4.75%, Maturing November 23, 2016			5,940		5,940,000
Term Loan, 1.88%, Maturing February 16, 2017⁽²⁾			7,000		6,755,000
Generac CCMP Acquisition Corp.
Term Loan, 2.78%, Maturing November 11, 2013			10,205		9,907,829
Husky Injection Molding Systems, Ltd.
Term Loan, Maturing June 30, 2018⁽³⁾			10,500		10,504,379
Kinetek Acquisitions Corp.
Term Loan, 2.87%, Maturing November 11, 2013			277		241,089
Term Loan, 2.87%, Maturing November 11, 2013			2,732		2,377,056
KION Group GmbH
Term Loan, 3.75%, Maturing December 23, 2014⁽⁴⁾			11,774		9,807,919
Term Loan, 5.12%, Maturing December 23, 2014⁽⁴⁾	EUR		452		531,182
Term Loan, 4.87%, Maturing December 29, 2014⁽⁴⁾	EUR		593		697,367
Term Loan, 4.00%, Maturing December 23, 2015⁽⁴⁾			11,774		9,807,919
Term Loan, 5.12%, Maturing December 29, 2015⁽⁴⁾	EUR		574		675,602
Term Loan, 5.37%, Maturing December 29, 2015⁽⁴⁾	EUR		425		499,788
Manitowoc Company, Inc. (The)
Term Loan, 4.25%, Maturing November 13, 2017			7,057		6,951,453
Polypore, Inc.
Revolving Loan, 0.50%, Maturing July 3, 2013⁽²⁾			2,000		1,820,000
Term Loan, 2.25%, Maturing July 3, 2014			22,382		22,018,184
Term Loan, 3.31%, Maturing July 3, 2014	EUR		1,067		1,417,524
Tank Intermediate Holding Corp.
Term Loan, 5.00%, Maturing April 15, 2016			8,260		8,135,728
Terex Corp.
Term Loan, 6.03%, Maturing April 28, 2017	EUR		10,000		13,828,352


				$	113,702,169




Insurance — 2.3%

Alliant Holdings I, Inc.
Term Loan, 3.37%, Maturing August 21, 2014			23,282	$	23,165,415
Term Loan, 6.75%, Maturing August 21, 2014			3,898		3,926,475
Applied Systems, Inc.
Term Loan, 5.50%, Maturing December 8, 2016			8,627		8,454,108
Asurion Corp.
Term Loan, 5.50%, Maturing May 24, 2018			72,633		71,906,962
Term Loan - Second Lien, 9.00%, Maturing May 24, 2019			15,300		15,089,625
C.G. JCF Corp.
Term Loan, 3.25%, Maturing August 1, 2014			3,583		3,484,118
CCC Information Services Group, Inc.
Term Loan, 5.50%, Maturing November 11, 2015			12,636		12,651,995
CNO Financial Group, Inc.
Term Loan, 6.25%, Maturing September 30, 2016			13,233		13,332,001
HUB International Holdings, Inc.
Term Loan, 2.87%, Maturing June 13, 2014			3,287		3,218,523
Term Loan, 2.87%, Maturing June 13, 2014			18,907		18,512,684
Term Loan, 6.75%, Maturing June 13, 2014			3,455		3,463,136
Sedgwick CMS Holdings, Inc.
Term Loan, 5.00%, Maturing December 30, 2016			5,475		5,426,713
Towergate Finance, PLC
Term Loan, 6.50%, Maturing August 4, 2017	GBP		10,250		15,272,381
U.S.I. Holdings Corp.
Term Loan, 2.75%, Maturing May 5, 2014			23,400		22,273,428
Term Loan, 7.00%, Maturing May 5, 2014			3,920		3,939,600


				$	224,117,164




Leisure Goods / Activities / Movies — 4.0%

Alpha D2, Ltd.
Term Loan, 1.40%, Maturing December 31, 2012			618	$	607,342
Term Loan, 2.53%, Maturing December 31, 2013			11,110		10,648,092
Term Loan, 2.53%, Maturing December 31, 2013			20,196		19,356,699
Term Loan - Second Lien, 3.90%, Maturing June 30, 2014			5,000		4,664,285
AMC Entertainment, Inc.
Term Loan, 3.49%, Maturing December 16, 2016			26,890		26,598,736
AMC Networks, Inc.
Term Loan, 4.00%, Maturing December 31, 2018			10,394		10,307,325
Bombardier Recreational Products
Term Loan, 2.90%, Maturing June 28, 2013			39,837		38,741,621
Carmike Cinemas, Inc.
Term Loan, 5.50%, Maturing January 27, 2016			12,094		12,033,743
Cedar Fair, L.P.
Term Loan, 4.00%, Maturing December 15, 2017			27,698		27,767,649
Cinemark USA, Inc.
Term Loan, 3.52%, Maturing April 29, 2016			11,280		11,230,514

See Notes to Financial Statements.

Floating Rate Portfolio

October 31, 2011

Portfolio of Investments — continued


		Principal
		Amount*
Borrower/Tranche Description		(000’s omitted)		Value


Leisure Goods / Activities / Movies (continued)


Clubcorp Operations, Inc.
Term Loan, 6.00%, Maturing November 9, 2016			10,968	$	10,940,570
Deluxe Entertainment Services Group, Inc.
Term Loan, 6.25%, Maturing May 11, 2013			525		516,730
Term Loan, 6.25%, Maturing May 11, 2013			7,448		7,336,464
Fender Musical Instruments Corp.
Term Loan, 2.50%, Maturing June 9, 2014			1,119		1,043,910
Term Loan, 2.50%, Maturing June 9, 2014			3,903		3,639,460
Kasima, LLC
Term Loan, 3.80%, Maturing March 10, 2015⁽²⁾			15,000		14,475,000
Term Loan, 5.00%, Maturing March 31, 2017			10,945		10,561,925
Live Nation Entertainment, Inc.
Term Loan, 4.50%, Maturing November 7, 2016			33,796		33,753,782
Merlin Entertainment Group
Term Loan, 4.50%, Maturing July 21, 2017			16,545		15,607,571
Term Loan, 4.96%, Maturing July 21, 2017	GBP		9,332		14,154,995
National CineMedia, LLC
Term Loan, 1.84%, Maturing February 13, 2015			3,328		3,233,306
Regal Cinemas Corp.
Term Loan, 3.37%, Maturing August 23, 2017			9,882		9,775,010
Revolution Studios Distribution Co., LLC
Term Loan, 4.03%, Maturing December 21, 2014			5,262		3,867,740
SeaWorld Parks & Entertainment, Inc.
Term Loan, 3.00%, Maturing February 17, 2016			6,172		6,094,935
Term Loan, 4.00%, Maturing August 17, 2017			24,965		24,840,112
Six Flags Theme Parks, Inc.
Term Loan, 5.25%, Maturing June 30, 2016			30,563		30,658,652
Town Sports International, Inc.
Term Loan, 7.00%, Maturing May 4, 2018			12,780		12,684,522
Vue Entertainment Investment, Ltd.
Term Loan, 6.12%, Maturing December 8, 2017	GBP		6,500		10,085,556
Term Loan, 6.12%, Maturing December 9, 2017	EUR		1,000		1,342,189
Zuffa, LLC
Revolving Loan, 1.97%, Maturing June 19, 2012⁽²⁾			4,000		3,848,800
Term Loan, 2.25%, Maturing June 19, 2015			10,865		10,430,153


				$	390,847,388




Lodging and Casinos — 2.0%

Affinity Gaming, LLC
Term Loan, 10.00%, Maturing December 31, 2015			3,591	$	3,580,810
Ameristar Casinos, Inc.
Term Loan, 4.00%, Maturing April 13, 2018			10,659		10,663,351
Caesars Entertainment Operating Co.
Term Loan, 3.36%, Maturing January 28, 2015			22,051		19,487,186
Term Loan, 3.42%, Maturing January 28, 2015			36,964		32,712,915
Term Loan, 3.42%, Maturing January 28, 2015			23,750		21,039,959
Term Loan, 9.50%, Maturing October 31, 2016			9,825		9,966,234
Gala Group, Ltd.
Term Loan, 5.71%, Maturing May 30, 2018	GBP		21,200		28,960,154
Isle of Capri Casinos, Inc.
Term Loan, 4.75%, Maturing November 1, 2013			6,480		6,504,206
Las Vegas Sands, LLC
Term Loan, 1.84%, Maturing May 23, 2014			1,345		1,316,831
Term Loan, 1.84%, Maturing May 23, 2014			6,557		6,418,846
Term Loan, 2.84%, Maturing November 23, 2016			4,894		4,735,008
Term Loan, 2.84%, Maturing November 23, 2016			9,588		9,281,913
LodgeNet Entertainment Corp.
Term Loan, 6.50%, Maturing April 4, 2014			8,582		7,509,025
Quidnax AB
Term Loan, 3.83%, Maturing April 25, 2015	EUR		4,725		5,071,919
Term Loan, 4.21%, Maturing June 30, 2016	EUR		4,725		5,071,919
The Mississippi Band of Choctaw Indians
Term Loan, 8.25%, Maturing November 4, 2011			2,214		1,892,582
VML US Finance, LLC
Term Loan, 4.75%, Maturing May 25, 2012			6,818		6,805,236
Term Loan, 4.75%, Maturing May 27, 2013			7,898		7,866,913
Term Loan, 4.75%, Maturing May 27, 2013			7,979		7,964,064


				$	196,849,071




Nonferrous Metals / Minerals — 0.8%

Fairmount Minerals, Ltd.
Term Loan, 5.25%, Maturing March 15, 2017			44,210	$	44,099,416
Novelis, Inc.
Term Loan, 3.75%, Maturing March 10, 2017			15,664		15,607,387
Oxbow Carbon and Mineral Holdings
Term Loan, 3.86%, Maturing May 8, 2016			20,773		20,071,440


				$	79,778,243




Oil and Gas — 1.7%

Big West Oil, LLC
Term Loan, 7.00%, Maturing March 31, 2016			6,258	$	6,336,118
Buffalo Gulf Coast Terminals, LLC
Term Loan, Maturing October 31, 2017⁽³⁾			6,875		6,960,938
CITGO Petroleum Corp.
Term Loan, 8.00%, Maturing June 24, 2015			2,599		2,602,356
Term Loan, 9.00%, Maturing June 23, 2017			22,973		23,455,141
Crestwood Holdings, LLC
Term Loan, 10.50%, Maturing September 30, 2016			3,927		3,995,539
Frac Tech International, LLC
Term Loan, 6.25%, Maturing May 6, 2016			20,037		19,961,931
Gibson Energy
Term Loan, 5.75%, Maturing June 14, 2018			27,930		27,999,825
MEG Energy Corp.
Term Loan, 4.00%, Maturing March 16, 2018			23,050		23,047,603

See Notes to Financial Statements.

Floating Rate Portfolio

October 31, 2011

Portfolio of Investments — continued


		Principal
		Amount*
Borrower/Tranche Description		(000’s omitted)		Value


Oil and Gas (continued)


Obsidian Natural Gas Trust
Term Loan, 7.00%, Maturing November 2, 2015			41,415	$	41,621,618
Sheridan Production Partners I, LLC
Term Loan, 6.50%, Maturing April 20, 2017			772		773,216
Term Loan, 6.50%, Maturing April 20, 2017			1,263		1,265,894
Term Loan, 6.50%, Maturing April 20, 2017			9,534		9,553,325


				$	167,573,504




Publishing — 3.8%

Ascend Learning
Term Loan, 7.01%, Maturing December 6, 2016			17,240	$	16,794,508
Aster Zweite Beteiligungs GmbH
Term Loan, 4.65%, Maturing December 31, 2015			181		167,811
Term Loan, 4.65%, Maturing December 31, 2015			321		297,276
Term Loan, 4.80%, Maturing December 31, 2014			8,015		7,140,960
Term Loan, 4.80%, Maturing December 30, 2016			1,058		942,570
Term Loan, 4.80%, Maturing December 30, 2016			2,740		2,441,145
Term Loan, 4.80%, Maturing December 30, 2016			10,823		9,643,239
Term Loan, 4.80%, Maturing December 30, 2016			14,359		12,793,742
Term Loan, 6.00%, Maturing December 30, 2016	EUR		708		892,119
Term Loan, 6.00%, Maturing December 30, 2016	EUR		792		996,632
Term Loan, 6.00%, Maturing December 30, 2016	EUR		2,690		3,386,824
Term Loan, 6.00%, Maturing December 30, 2016	EUR		2,750		3,462,709
Black Press US Partnership
Term Loan, 2.32%, Maturing August 2, 2013			958		915,285
Term Loan, 2.32%, Maturing August 2, 2013			1,579		1,507,529
Cengage Learning Acquisitions, Inc.
Term Loan, 2.50%, Maturing July 3, 2014			24,067		20,765,084
GateHouse Media Operating, Inc.
Term Loan, 2.25%, Maturing August 28, 2014			4,859		1,198,661
Term Loan, 2.25%, Maturing August 28, 2014			15,484		3,819,284
Term Loan, 2.50%, Maturing August 28, 2014			9,242		2,279,776
Getty Images, Inc.
Term Loan, 5.25%, Maturing November 7, 2016			44,626		44,812,222
Instant Web, Inc.
Term Loan, 3.62%, Maturing August 7, 2014			1,649		1,566,157
Term Loan, 3.62%, Maturing August 7, 2014			15,815		15,024,262
Interactive Data Corp.
Term Loan, 4.50%, Maturing February 12, 2018			35,539		35,327,906
Lamar Media Corp.
Term Loan, 3.00%, Maturing April 27, 2015			2,144		2,132,872
Laureate Education, Inc.
Term Loan, 5.25%, Maturing August 15, 2018			49,715		46,670,253
MediaNews Group, Inc.
Term Loan, 8.50%, Maturing March 19, 2014			1,696		1,636,198
Merrill Communications, LLC
Term Loan, 7.50%, Maturing December 24, 2012			11,854		11,439,341
Nebraska Book Co., Inc.
Term Loan, 7.25%, Maturing July 27, 2012			5,000		4,950,000
Nelson Education, Ltd.
Term Loan, 2.87%, Maturing July 3, 2014			277		223,245
Newspaper Holdings, Inc.
Term Loan, 1.94%, Maturing July 24, 2014			17,229		13,352,255
Nielsen Finance, LLC
Term Loan, 2.24%, Maturing August 9, 2013			36,580		36,442,921
Term Loan, 3.49%, Maturing May 2, 2016			35,585		35,392,368
Term Loan, 3.99%, Maturing May 2, 2016			3,752		3,742,623
SGS International, Inc.
Term Loan, 3.75%, Maturing September 30, 2013			909		900,342
Term Loan, 3.75%, Maturing September 30, 2013			1,838		1,819,658
Source Interlink Companies, Inc.
Term Loan, 10.75%, Maturing June 18, 2012			1,779		1,752,171
Term Loan, 10.75%, Maturing June 18, 2013			4,022		3,871,418
Term Loan, 15.00%, Maturing March 18, 2014⁽⁴⁾			1,611		1,489,995
Springer Science+Business Media S.A.
Term Loan, 4.25%, Maturing June 17, 2016			11,998		11,570,355
Star Tribune Co. (The)
Term Loan, 8.00%, Maturing September 28, 2014			947		870,936
Term Loan, 8.00%, Maturing September 29, 2014			841		837,276


				$	365,269,928




Radio and Television — 3.3%

Block Communications, Inc.
Term Loan, 2.25%, Maturing December 21, 2012			9,241	$	9,241,236
Clear Channel Communication
Term Loan, 3.90%, Maturing January 28, 2016			16,500		13,078,824
Cumulus Media, Inc.
Term Loan, 5.75%, Maturing September 17, 2018			62,375		61,751,250
Entercom Communications Corp.
Revolving Loan, 1.25%, Maturing June 30, 2012⁽²⁾			3,000		2,850,000
Term Loan, 1.37%, Maturing June 30, 2012			2,839		2,772,998
Foxco Acquisition Sub, LLC
Term Loan, 4.75%, Maturing July 14, 2015			19,200		18,719,755
Gray Television, Inc.
Term Loan, 3.74%, Maturing December 31, 2014			2,583		2,532,840
HIT Entertainment, Inc.
Term Loan, 5.51%, Maturing June 1, 2012			3,412		3,386,581
Hubbard Radio, LLC
Term Loan, 5.25%, Maturing April 28, 2017			5,486		5,445,103
Local TV Finance, LLC
Term Loan, 2.25%, Maturing May 7, 2013			10,608		10,157,276
Miramax Film NY, LLC
Term Loan, 7.75%, Maturing May 20, 2016			7,253		7,252,692
Mission Broadcasting, Inc.
Term Loan, 5.00%, Maturing September 30, 2016			3,765		3,745,774

See Notes to Financial Statements.

Floating Rate Portfolio

October 31, 2011

Portfolio of Investments — continued


		Principal
		Amount*
Borrower/Tranche Description		(000’s omitted)		Value


Radio and Television (continued)


New Young Broadcasting Holding Co., Inc.
Term Loan, 8.00%, Maturing June 30, 2015			2,053	$	2,035,348
Nexstar Broadcasting, Inc.
Term Loan, 5.00%, Maturing September 30, 2016			10,863		10,808,897
Radio One, Inc.
Term Loan, 7.50%, Maturing March 23, 2016			9,957		9,360,032
Raycom TV Broadcasting, LLC
Term Loan, 4.50%, Maturing May 31, 2017			12,643		12,011,147
SMG H5 PTY, Ltd.
Term Loan, 6.45%, Maturing December 22, 2012	AUD		19,407		19,853,957
Tyrol Acquisition 2 SAS
Term Loan, 5.37%, Maturing October 6, 2013	EUR		5,000		5,886,488
Term Loan, 4.37%, Maturing January 29, 2016	EUR		2,750		3,243,912
Term Loan, 5.36%, Maturing January 29, 2016	EUR		2,750		3,243,912
Term Loan, 5.37%, Maturing January 29, 2016	EUR		7,800		9,200,913
Term Loan, 5.37%, Maturing January 29, 2016	EUR		7,800		9,200,913
Univision Communications, Inc.
Term Loan, 2.25%, Maturing September 29, 2014			23,377		22,570,487
Term Loan, 4.50%, Maturing March 31, 2017			63,701		57,915,030
Weather Channel
Term Loan, 4.25%, Maturing February 13, 2017			15,970		16,039,618


				$	322,304,983




Retailers (Except Food and Drug) — 3.5%

Amscan Holdings, Inc.
Term Loan, 6.75%, Maturing December 4, 2017			16,796	$	16,570,065
FTD, Inc.
Term Loan, 4.75%, Maturing June 6, 2018			17,558		17,228,748
Harbor Freight Tools USA, Inc.
Term Loan, 6.50%, Maturing December 22, 2017			26,367		26,267,745
J. Crew Operating Corp.
Term Loan, 4.75%, Maturing March 7, 2018			40,120		37,742,520
Jo-Ann Stores, Inc.
Term Loan, 4.75%, Maturing March 16, 2018			28,598		27,596,681
KKR My Best Friend UK Holdco.
Term Loan, 5.71%, Maturing January 24, 2017	GBP		2,000		3,176,610
Michaels Stores, Inc.
Term Loan, 2.66%, Maturing October 31, 2013			24,092		23,679,280
Term Loan, 4.91%, Maturing July 31, 2016			4,629		4,531,884
Neiman Marcus Group, Inc.
Term Loan, 4.75%, Maturing May 16, 2018			38,575		37,538,297
PETCO Animal Supplies, Inc.
Term Loan, 4.50%, Maturing November 24, 2017			35,046		34,826,664
Pilot Travel Centers, LLC
Term Loan, 4.25%, Maturing March 30, 2018			14,729		14,756,310
Savers, Inc.
Term Loan, 4.25%, Maturing March 3, 2017			17,925		17,846,410
Service Master Co.
Term Loan, 2.75%, Maturing July 24, 2014			3,185		3,054,973
Term Loan, 2.76%, Maturing July 24, 2014			33,872		32,489,147
Visant Holding Corp.
Term Loan, 5.25%, Maturing December 22, 2016			21,355		20,313,866
Vivarte
Term Loan, 3.23%, Maturing March 9, 2015	EUR		87		100,675
Term Loan, 3.23%, Maturing March 9, 2015	EUR		337		391,473
Term Loan, 3.23%, Maturing March 9, 2015	EUR		9,886		11,500,724
Term Loan, 3.85%, Maturing March 8, 2016	EUR		9,886		11,500,724
Term Loan, 3.85%, Maturing May 29, 2016	EUR		87		100,665
Term Loan, 3.85%, Maturing May 29, 2016	EUR		337		391,474
Term Loan - Second Lien, 4.85%, Maturing September 8, 2016	EUR		13		12,122
Term Loan - Second Lien, 4.85%, Maturing September 8, 2016	EUR		88		84,852
Term Loan - Second Lien, 4.85%, Maturing September 8, 2016	EUR		900		872,768


				$	342,574,677




Steel — 0.3%

JMC Steel Group, Inc.
Term Loan, 4.75%, Maturing April 3, 2017			20,721	$	20,617,271
Niagara Corp.
Term Loan, 10.50%, Maturing June 29, 2014⁽⁴⁾⁽⁵⁾			3,512		3,441,842
SunCoke Energy, Inc.
Term Loan, 4.01%, Maturing July 26, 2018			6,858		6,857,812


				$	30,916,925




Surface Transport — 1.0%

Hertz Corp.
Term Loan, 3.75%, Maturing March 9, 2018			26,150	$	24,384,875
Term Loan, 3.75%, Maturing March 9, 2018			38,227		37,994,567
Swift Transportation Co., Inc.
Term Loan, 6.00%, Maturing December 21, 2016			29,477		29,578,375


				$	91,957,817




Telecommunications — 3.8%

Alaska Communications Systems Holdings, Inc.
Term Loan, 5.50%, Maturing October 21, 2016			14,118	$	13,888,890
Cellular South, Inc.
Term Loan, 4.50%, Maturing July 27, 2017			6,908		6,890,418
ERC Luxembourg Holdings, Ltd.
Term Loan, 3.24%, Maturing September 30, 2014	EUR		5,451		5,411,407
Term Loan, 3.49%, Maturing September 30, 2015	EUR		5,451		5,411,864
Intelsat Jackson Holdings SA
Term Loan, 5.25%, Maturing April 2, 2018			98,331		98,054,306

See Notes to Financial Statements.

Floating Rate Portfolio

October 31, 2011

Portfolio of Investments — continued


		Principal
		Amount*
Borrower/Tranche Description		(000’s omitted)		Value


Telecommunications (continued)


IPC Systems, Inc.
Term Loan, 2.62%, Maturing May 31, 2014			4,311	$	3,933,562
Term Loan, 3.21%, Maturing May 31, 2014	GBP		325		495,440
Macquarie UK Broadcast, Ltd.
Term Loan, 2.71%, Maturing January 10, 2014	GBP		6,000		8,207,181
Term Loan, 2.96%, Maturing December 1, 2014	GBP		14,352		19,631,913
MetroPCS Wireless
Term Loan, 4.00%, Maturing March 16, 2018			80,484		79,410,631
Midcontinent Communications
Term Loan, 4.00%, Maturing December 30, 2016			8,925		8,761,304
Mobilitie Investments II, LLC
Term Loan, 5.50%, Maturing June 15, 2017			7,481		7,294,219
NTelos, Inc.
Term Loan, 4.00%, Maturing August 7, 2015			4,721		4,681,550
SBA Finance
Term Loan, 3.75%, Maturing June 29, 2018			12,618		12,547,396
Syniverse Technologies, Inc.
Term Loan, 5.25%, Maturing December 21, 2017			27,629		27,714,996
Telesat Canada, Inc.
Term Loan, 3.25%, Maturing October 31, 2014			4,677		4,612,491
Term Loan, 3.25%, Maturing October 31, 2014			54,448		53,699,445
TowerCo Finance, LLC
Term Loan, 5.25%, Maturing February 2, 2017			9,054		9,054,500


				$	369,701,513




Utilities — 1.8%

AES Corp.
Term Loan, 4.25%, Maturing June 1, 2018			29,877	$	29,881,041
BRSP, LLC
Term Loan, 7.50%, Maturing June 4, 2014			10,794		10,848,272
Calpine Corp.
Term Loan, 4.50%, Maturing April 2, 2018			12,768		12,672,240
Term Loan, 4.50%, Maturing April 2, 2018			31,065		30,803,038
Covanta Energy Corp.
Term Loan, 1.67%, Maturing February 10, 2014			887		868,762
Term Loan, 1.75%, Maturing February 10, 2014			760		744,959
Dynegy Holdings, Inc.
Term Loan, 9.25%, Maturing August 4, 2016			7,000		6,913,592
Term Loan, 9.25%, Maturing August 4, 2016			12,800		12,832,000
EquiPower Resources Holdings, LLC
Term Loan, 5.75%, Maturing January 26, 2018			5,131		5,131,468
NRG Energy, Inc.
Term Loan, 4.00%, Maturing July 2, 2018			30,923		30,986,912
TXU Texas Competitive Electric Holdings Co., LLC
Term Loan, 4.76%, Maturing October 10, 2017			40,113		27,437,016


				$	169,119,300




Total Senior Floating-Rate Interests
(identified cost $9,131,278,287)				$	8,953,413,239




Corporate Bonds & Notes — 1.9%

		Principal
		Amount*
Security		(000’s omitted)		Value




Building and Development — 0.2%

AMO Escrow Corp., Sr. Notes
11.50%, 12/15/17⁽⁸⁾			14,931	$	13,512,555
Calcipar SA, Sr. Notes
6.875%, 5/1/18⁽⁸⁾			4,000		3,740,000


				$	17,252,555




Chemicals and Plastics — 0.1%

Polymer Group, Inc., Sr. Notes
7.75%, 2/1/19⁽⁸⁾			5,000	$	5,212,500
Styrolution Group GmbH, Sr. Notes
7.625%, 5/15/16⁽⁸⁾	EUR		3,000		3,300,125


				$	8,512,625




Diversified Manufacturing Operations — 0.1%

Matalan Finance PLC, Sr. Notes
8.875%, 4/29/16⁽⁹⁾	GBP		6,500	$	8,543,982


				$	8,543,982




Ecological Services and Equipment — 0.0%⁽¹³⁾

Environmental Systems Product Holdings, Inc., Jr. Notes
18.00%, 3/31/15⁽⁵⁾			149	$	125,977


				$	125,977




Electronics / Electrical — 0.2%

NXP BV/NXP Funding, LLC
3.153%, 10/15/13⁽¹⁰⁾			19,234	$	18,921,447


				$	18,921,447

See Notes to Financial Statements.

Floating Rate Portfolio

October 31, 2011

Portfolio of Investments — continued


		Principal
		Amount*
Security		(000’s omitted)		Value


Equipment Leasing — 0.1%

International Lease Finance Corp., Sr. Notes
6.75%, 9/1/16⁽⁸⁾			2,325	$	2,403,469
7.125%, 9/1/18⁽⁸⁾			2,325		2,412,187


				$	4,815,656




Financial Intermediaries — 0.3%

First Data Corp., Sr. Notes
7.375%, 6/15/19⁽⁸⁾			5,000	$	4,975,000
UPCB Finance II, Ltd., Sr. Notes
6.375%, 7/1/20⁽⁸⁾	EUR		11,500		14,957,797
UPCB Finance III, Ltd., Sr. Notes
6.625%, 7/1/20⁽⁸⁾			9,000		9,000,000


				$	28,932,797




Health Care — 0.0%⁽¹³⁾

Accellent, Inc., Sr. Notes
8.375%, 2/1/17			3,000	$	3,075,000


				$	3,075,000




Leisure Goods / Activities / Movies — 0.1%

MU Finance PLC, Sr. Notes
8.375%, 2/1/17⁽⁸⁾			5,000	$	5,350,000
NAI Entertainment Holdings, LLC, Sr. Notes
8.25%, 12/15/17⁽⁸⁾			7,500		7,931,250


				$	13,281,250




Radio and Television — 0.0%⁽¹³⁾

Entravision Communications Corp., Sr. Notes
8.75%, 8/1/17			3,000	$	2,992,500


				$	2,992,500




Telecommunications — 0.1%

EH Holding Corp., Sr. Notes
6.50%, 6/15/19⁽⁸⁾			8,500	$	8,733,750


				$	8,733,750




Utilities — 0.7%

Calpine Corp., Sr. Notes
7.50%, 2/15/21⁽⁸⁾			33,200	$	35,026,000
7.875%, 1/15/23⁽⁸⁾			31,100		32,966,000


				$	67,992,000



Total Corporate Bonds & Notes
(identified cost $179,408,585)				$	183,179,539




Asset-Backed Securities — 0.1%

		Principal
		Amount
Security		(000’s omitted)		Value


Alzette European CLO SA, Series 2004-1A, Class E2, 6.747%, 12/15/20⁽¹⁰⁾		$	629	$	499,576
Assemblies of God Financial Real Estate, Series 2004-1A, Class A, 2.399%, 6/15/29^(8)(10)			785		784,014
Avalon Capital Ltd. 3, Series 1A, Class D, 2.258%, 2/24/19^(8)(10)			884		606,092
Babson Ltd., Series 2005-1A, Class C1, 2.353%, 4/15/19^(8)(10)			1,129		709,496
Carlyle High Yield Partners, Series 2004-6A, Class C, 2.728%, 8/11/16^(8)(10)			1,500		1,252,842
Centurion CDO 8 Ltd., Series 2005-8A, Class D, 5.836%, 3/8/17⁽¹⁰⁾			985		696,908
Morgan Stanley Investment Management Croton, Ltd., Series 2005-1A, Class D, 2.353%, 1/15/18^(8)(10)			2,000		1,266,837



Total Asset-Backed Securities
(identified cost $7,880,678)				$	5,815,765




Common Stocks — 0.7%

Security		Shares		Value



Automotive — 0.2%

Dayco Products, LLC^(11)(12)			88,506	$	3,617,683
Hayes Lemmerz International, Inc.^(5)(11)(12)			207,032		10,869,180


				$	14,486,863




Building and Development — 0.0%⁽¹³⁾

Contech Construction Holdings, Inc.^(5)(11)(12)			233,658	$	16,356
United Subcontractors, Inc.^(5)(11)(12)			3,646		213,373
WCI Communities, Inc.^(5)(11)(12)			22,273		2,338,623


				$	2,568,352




Chemicals and Plastics — 0.0%⁽¹³⁾

Vita Cayman II, Ltd.^(11)(12)			3,849	$	998,599


				$	998,599




Diversified Manufacturing — 0.0%⁽¹³⁾

MEGA Brands, Inc.⁽¹¹⁾			19,082	$	157,168


				$	157,168




Ecological Services and Equipment — 0.0%⁽¹³⁾

Environmental Systems Products Holdings, Inc.^(5)(11)(14)			2,484	$	105,098


				$	105,098

See Notes to Financial Statements.

Floating Rate Portfolio

October 31, 2011

Portfolio of Investments — continued


Security	Shares		Value


Financial Intermediaries — 0.0%⁽¹³⁾

RTS Investor Corp.^(5)(11)(12)		692	$	182,337


			$	182,337




Food Service — 0.0%

Buffets, Inc.^(5)(11)		193,076	$	0


			$	0




Home Furnishings — 0.0%⁽¹³⁾

Oreck Corp.^(5)(11)(12)		14,217	$	998,176
Sanitec Europe Oy B Units^(11)(12)		235,094		853,911
Sanitec Europe Oy E Units^(5)(11)(12)		230,960		0


			$	1,852,087




Leisure Goods / Activities / Movies — 0.1%

Metro-Goldwyn-Mayer Holdings, Inc.^(11)(12)		414,634	$	7,489,327


			$	7,489,327




Lodging and Casinos — 0.0%⁽¹³⁾

Affinity Gaming, LLC^(5)(11)(12)		206,125	$	1,259,425


			$	1,259,425




Publishing — 0.3%

Ion Media Networks, Inc.^(5)(11)(12)		28,605	$	22,884,000
MediaNews Group, Inc.^(5)(11)(12)		162,730		3,220,426
Source Interlink Companies, Inc.^(5)(11)(12)		5,725		35,609
Star Tribune Media Holdings Co.⁽¹¹⁾		30,631		969,983
SuperMedia, Inc.⁽¹¹⁾		53,719		92,934


			$	27,202,952




Radio and Television — 0.1%

Cumulus Media, Inc., Class A⁽¹¹⁾		8,187	$	24,643
New Young Broadcasting Holding Co., Inc.^(11)(12)		3,264		8,976,000


			$	9,000,643



Total Common Stocks
(identified cost $36,048,999)			$	65,302,851



Preferred Stocks — 0.0%⁽¹³⁾

Security	Shares		Value




Ecological Services and Equipment — 0.0%⁽¹³⁾

Environmental Systems Products Holdings, Inc., Series A^(5)(11)(14)		569	$	35,028



Total Preferred Stocks
(identified cost $9,958)			$	35,028




Warrants — 0.0%⁽¹³⁾

Security	Shares		Value




Radio and Television — 0.0%⁽¹³⁾

New Young Broadcasting Holding Co., Inc., Expires 12/24/24^(11)(12)		158	$	434,500


			$	434,500




Retailers (Except Food and Drug) — 0.0%

Oriental Trading Co., Inc., Expires 2/11/16^(5)(11)(12)		10,906	$	0
Oriental Trading Co., Inc., Expires 2/11/16^(5)(11)(12)		11,964		0


			$	0



Total Warrants
(identified cost $271,530)			$	434,500




Short-Term Investments — 6.0%

	Interest/Principal
	Amount
Description	(000’s omitted)		Value


Eaton Vance Cash Reserves Fund, LLC, 0.12%⁽¹⁵⁾	$	567,850	$	567,850,021
State Street Bank and Trust Euro Time Deposit, 0.01%, 11/1/11		12,142		12,142,371



Total Short-Term Investments
(identified cost $579,992,392)			$	579,992,392



Total Investments — 101.0%
(identified cost $9,934,890,429)			$	9,788,173,314



Less Unfunded Loan Commitments — (0.5)%			$	(47,983,252	)



Net Investments — 100.5%
(identified cost $9,886,907,177)			$	9,740,190,062


		��
Other Assets, Less Liabilities — (0.5)%			$	(45,856,019	)



Net Assets — 100.0%			$	9,694,334,043

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


AUD		- Australian Dollar
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

See Notes to Financial Statements.

Floating Rate Portfolio

October 31, 2011

Portfolio of Investments — continued


		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⁾		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.

⁽³⁾		This Senior Loan will settle after October 31, 2011, at which time the interest rate will be determined.

⁽⁴⁾		Represents a payment-in-kind security which may pay all or a portion of interest in additional par.

⁽⁵⁾		Security valued at fair value using methods determined in good faith by or at the direction of the Trustees.

⁽⁶⁾		Currently the issuer is in default with respect to interest payments. For a variable rate security, interest rate has been adjusted to reflect non-accrual status.

⁽⁷⁾		Defaulted matured security.

⁽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, 2011, the aggregate value of these securities is $154,139,914 or 1.6% 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, 2011.

⁽¹¹⁾		Non-income producing security.

⁽¹²⁾		Security was acquired in connection with a restructuring of a Senior Loan and may be subject to restrictions on resale.

⁽¹³⁾		Amount is less than 0.05%.

⁽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, 2011.

See Notes to Financial Statements.

Floating Rate Portfolio

October 31, 2011

Statement of Assets and Liabilities


Assets	October 31, 2011

Unaffiliated investments, at value (identified cost, $9,319,057,156)	$	9,172,340,041
Affiliated investment, at value (identified cost, $567,850,021)		567,850,021
Restricted cash*		7,090,000
Foreign currency, at value (identified cost, $18,599,965)		18,470,637
Interest receivable		35,841,590
Interest receivable from affiliated investment		35,294
Receivable for investments sold		86,340,194
Receivable for open forward foreign currency exchange contracts		10,099,461
Receivable for closed swap contracts		118,906
Prepaid expenses		554,804


Total assets	$	9,898,740,948





Liabilities

Payable for investments purchased	$	190,851,628
Payable for open forward foreign currency exchange contracts		6,161,453
Payable for open swap contracts		2,796,298
Payable to affiliates:
Investment adviser fee		4,070,993
Trustees’ fees		4,208
Accrued expenses		522,325


Total liabilities	$	204,406,905


Net Assets applicable to investors’ interest in Portfolio	$	9,694,334,043





Sources of Net Assets

Net proceeds from capital contributions and withdrawals	$	9,838,378,919
Net unrealized depreciation		(144,044,876	)


Total	$	9,694,334,043


*		Represents restricted cash on deposit at the custodian as collateral for open financial contracts.

See Notes to Financial Statements.

Floating Rate Portfolio

October 31, 2011

Statement of Operations


	Year Ended
Investment Income	October 31, 2011

Interest and other income	$	445,920,595
Interest allocated from affiliated investment		1,095,321
Expenses allocated from affiliated investment		(94,227	)


Total investment income	$	446,921,689





Expenses

Investment adviser fee	$	46,189,975
Trustees’ fees and expenses		50,500
Custodian fee		1,944,819
Legal and accounting services		450,889
Miscellaneous		873,987


Total expenses	$	49,510,170


Deduct —
Reduction of custodian fee	$	775


Total expense reductions	$	775



Net expenses	$	49,509,395



Net investment income	$	397,412,294





Realized and Unrealized Gain (Loss)

Net realized gain (loss) —
Investment transactions	$	11,762,437
Investment transactions allocated from affiliated investment		32,011
Swap contracts		76,923
Foreign currency and forward foreign currency exchange contract transactions		(29,936,666	)


Net realized loss	$	(18,065,295	)


Change in unrealized appreciation (depreciation) —
Investments	$	(109,726,188	)
Swap contracts		(2,796,298	)
Foreign currency and forward foreign currency exchange contracts		12,089,248


Net change in unrealized appreciation (depreciation)	$	(100,433,238	)



Net realized and unrealized loss	$	(118,498,533	)



Net increase in net assets from operations	$	278,913,761

See Notes to Financial Statements.

Floating Rate Portfolio

October 31, 2011

Statements of Changes in Net Assets


	Year Ended October 31,

Increase (Decrease) in Net Assets	2011			2010

From operations —
Net investment income	$	397,412,294		$	225,479,731
Net realized loss from investment transactions, swap contracts and foreign currency and forward foreign currency exchange contract transactions		(18,065,295	)		(57,429,605	)
Net change in unrealized appreciation (depreciation) from investments, swap contracts and foreign currency and forward foreign currency exchange contracts		(100,433,238	)		330,801,724


Net increase in net assets from operations	$	278,913,761		$	498,851,850


Capital transactions —
Contributions	$	4,383,895,129		$	2,328,739,026
Withdrawals		(1,465,370,574	)		(625,035,217	)


Net increase in net assets from capital transactions	$	2,918,524,555		$	1,703,703,809



Net increase in net assets	$	3,197,438,316		$	2,202,555,659





Net Assets

At beginning of year	$	6,496,895,727		$	4,294,340,068


At end of year	$	9,694,334,043		$	6,496,895,727

See Notes to Financial Statements.

Floating Rate Portfolio

October 31, 2011

Supplementary Data


	Year Ended October 31,

Ratios/Supplemental Data	2011			2010			2009			2008			2007

Ratios (as a percentage of average daily net assets):
Expenses⁽¹⁾		0.54	%		0.57	%		0.61	%		0.70	%		0.58	%
Net investment income		4.31	%		4.43	%		5.41	%		6.50	%		6.94	%
Portfolio Turnover		56	%		39	%		35	%		7	%		61	%


Total Return		4.30	%		10.51	%		27.54	%		(22.24	)%		4.62	%



Net assets, end of year (000’s omitted)	$	9,694,334		$	6,496,896		$	4,294,340		$	3,056,210		$	6,851,600


⁽¹⁾		Excludes the effect of custody fee credits, if any, of less than 0.005%.

See Notes to Financial Statements.

Floating Rate Portfolio

October 31, 2011

Notes to Financial Statements

1 Significant Accounting Policies

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.

Floating Rate Portfolio

October 31, 2011

Notes to Financial Statements — continued

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 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.

Floating Rate Portfolio

October 31, 2011

Notes to Financial Statements — continued

2 Investment Adviser Fee and Other Transactions with Affiliates

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, 2011, as determined on a federal income tax basis, were as follows:


Aggregate cost	$	9,888,391,658



Gross unrealized appreciation	$	124,165,235
Gross unrealized depreciation		(272,366,831	)



Net unrealized depreciation	$	(148,201,596	)

The net unrealized appreciation on foreign currency and swap contracts at October 31, 2011 on a federal income tax basis was $2,672,239.

5 Restricted Securities


	Date of
Description	Acquisition		Shares		Cost			Value


Common Stocks
Environmental Systems Products Holdings, Inc.		10/25/07		2,484	$	0	⁽¹⁾	$	105,098



Preferred Stocks
Environmental Systems Products Holdings, Inc., Series A		10/25/07		569	$	9,958		$	35,028



Total Restricted Securities					$	9,958		$	140,126


⁽¹⁾		Less than $0.50.

Floating Rate Portfolio

October 31, 2011

Notes to Financial Statements — continued

6 Financial Instruments

A summary of obligations under these financial instruments at October 31, 2011 is as follows:

Forward Foreign Currency Exchange Contracts

Sales

Net Unrealized

Appreciation

Settlement Date

Deliver

In Exchange For

Counterparty

(Depreciation)

11/30/11

British Pound Sterling
64,388,954

United States Dollar
105,113,358

JPMorgan Chase Bank

1,611,168

11/30/11

Euro
77,568,344

United States Dollar
112,212,694

Citibank NA

4,911,782

12/30/11

Australian Dollar
18,113,116

United States Dollar
17,587,835

Deutsche Bank

(1,368,748

)

12/30/11

Australian Dollar
653,453

United States Dollar
655,199

JPMorgan Chase Bank

(28,683

)

12/30/11

British Pound Sterling
45,832,535

United States Dollar
71,377,069

Goldman Sachs, Inc.

(2,271,429

)

12/30/11

Euro
75,377,213

United States Dollar
102,125,571

HSBC Bank USA

(2,127,051

)

12/30/11

Swiss Franc
14,677,868

United States Dollar
16,372,413

Deutsche Bank

(365,542

)

1/31/12

British Pound Sterling
13,219,895

United States Dollar
21,272,794

JPMorgan Chase Bank

36,955

1/31/12

Euro
93,335,802

United States Dollar
132,529,372

Deutsche Bank

3,453,486

3,851,938

Purchases

Net

Unrealized

Settlement Date

In Exchange For

Deliver

Counterparty

Appreciation

11/30/11

British Pound Sterling
2,464,114

United States Dollar
3,874,875

Deutsche Bank

86,070

86,070

Floating Rate Portfolio

October 31, 2011

Notes to Financial Statements — continued

Interest Rate Swaps

Notional

Portfolio

Net

Amount

Pays/Receives

Floating

Annual

Termination

Unrealized

Counterparty

(000’s omitted)

Floating Rate

Rate Index

Fixed Rate

Date

Depreciation

Citibank NA

60,000

Receives

3 Month
USD-LIBOR-BBA

0.98

6/24/14

(710,385

)

Citibank NA

60,000

Receives

3 Month
USD-LIBOR-BBA

1.81

6/24/16

(2,085,913

)

(2,796,298

)

At October 31, 2011, the Portfolio had sufficient cash and/or securities to cover commitments under these contracts.

In the normal course of pursuing its investment objective and its use of derivatives, the Portfolio is subject to the following risks:

The fair value of open derivative instruments (not considered to be hedging instruments for accounting disclosure purposes) by risk exposure at October 31, 2011 was as follows:


		Fair Value
Risk	Derivative	Asset Derivatives⁽¹⁾		Liability Derivatives⁽²⁾


Foreign Exchange	Forward foreign currency exchange contracts	$	10,099,461	$	(6,161,453	)



		$	10,099,461	$	(6,161,453	)



Interest Rate	Swap contracts	$	—	$	(2,796,298	)



		$	—	$	(2,796,298	)


⁽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 currency exchange contracts and Payable for open swap contracts, respectively; Net unrealized depreciation.

Floating Rate Portfolio

October 31, 2011

Notes to Financial Statements — continued


		Realized Gain (Loss)			Change in Unrealized
		on Derivatives Recognized			Appreciation (Depreciation) on
Risk	Derivative	in Income⁽¹⁾			Derivatives Recognized in Income⁽²⁾


Foreign Exchange	Forward foreign currency exchange contracts	$	(23,492,983	)	$	10,644,243
Interest Rate	Swap contracts		76,923			(2,796,298	)



Total		$	(23,416,060	)	$	7,847,945


⁽¹⁾		Statement of Operations location: Net realized gain (loss) – Foreign currency and forward foreign currency exchange contract transactions and Swap contracts, respectively.
⁽²⁾		Statement of Operations location: Change in unrealized appreciation (depreciation) – Foreign currency and forward foreign currency exchange contracts and Swap contracts, respectively.

7 Line of Credit

8 Risks Associated with Foreign Investments

9 Credit Risk

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)

Floating Rate Portfolio

October 31, 2011

Notes to Financial Statements — continued

At October 31, 2011, the hierarchy of inputs used in valuing the Portfolio’s investments and open derivative instruments, which are carried at value, were as follows:


Asset Description	Level 1		Level 2			Level 3		Total


Senior Floating-Rate Interests (Less Unfunded Loan Commitments)	$	—	$	8,899,399,746		$	6,030,241	$	8,905,429,987
Corporate Bonds & Notes		—		183,053,562			125,977		183,179,539
Asset-Backed Securities		—		5,815,765			—		5,815,765
Common Stocks		274,745		22,905,503			42,122,603		65,302,851
Preferred Stocks		—		—			35,028		35,028
Warrants		—		434,500			0		434,500
Short-Term Investments		—		579,992,392			—		579,992,392



Total Investments	$	274,745	$	9,691,601,468		$	48,313,849	$	9,740,190,062



Forward Foreign Currency Exchange Contracts	$	—	$	10,099,461		$	—	$	10,099,461



Total	$	274,745	$	9,701,700,929		$	48,313,849	$	9,750,289,523



Liability Description
Forward Foreign Currency Exchange Contracts	$	—	$	(6,161,453	)	$	—	$	(6,161,453	)
Interest Rate Swaps		—		(2,796,298	)		—		(2,796,298	)



Total	$	—	$	(8,957,751	)	$	—	$	(8,957,751	)

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


	Investments			Investments
	in Senior			in Corporate			Investments			Investments
	Floating-Rate			Bonds &			in Common			in Preferred			Investments
	Interests			Notes			Stocks			Stocks			in Warrants		Total


Balance as of October 31, 2010	$	637,976		$	148,541		$	4,483,200		$	131,518		$	0	$	5,401,235
Realized gains (losses)		1,143			666,236			293,389			46,943			—		1,007,711
Change in net unrealized appreciation (depreciation)*		(36,003	)		410,365			20,009,635			(86,533	)		—		20,297,464
Cost of purchases**		5,025,427			54,987			1,306,274			—			—		6,386,688
Proceeds from sales**		(136,892	)		(1,184,172	)		(1,555,365	)		(56,900	)		—		(2,933,329	)
Accrued discount (premium)		98,194			30,020			—			—			—		128,214
Transfers to Level 3***		440,396			—			17,585,470			—			—		18,025,866
Transfers from Level 3***		—			—			—			—			—		—



Balance as of October 31, 2011	$	6,030,241		$	125,977		$	42,122,603		$	35,028		$	0	$	48,313,849



Change in net unrealized appreciation (depreciation) on investments still held as of October 31, 2011	$	(36,003	)	$	(1,635	)	$	19,701,739		$	(30,732	)	$	—	$	19,633,369

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

**Cost of purchases may include securities received in corporate actions; Proceeds from sales may include securities delivered in corporate actions.

At October 31, 2011, the value of investments transferred between Level 1 and Level 2, if any, during the year then ended was not significant.

Floating Rate Portfolio

October 31, 2011

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, 2011, 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 20, 2011

Eaton Vance

Floating-Rate & High Income Fund

October 31, 2011

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 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. Each Trustee oversees 179 portfolios in the Eaton Vance Complex (including all master and feeder funds in a master feeder structure). Each officer serves as an officer of certain other Eaton Vance funds. Each Trustee and officer serves until his or her successor is elected.


	Position(s)
	with the
	Trust and		Principal Occupation(s) and Directorships
Name and Year of Birth	the Portfolios	Length of Service	During Past Five Years and Other Relevant Experience



Interested Trustee

Thomas E. Faust Jr. 1958	Trustee	Since 2007	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 179 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 and the Portfolios. Directorships in the Last Five Years.⁽¹⁾ Director of EVC.

Noninterested Trustees

Scott E. Eston 1956	Trustee	Since 2011	Private investor. Formerly held various positions at Grantham, Mayo, Van Otterloo and Co., L.L.C. (investment management firm) (1997-2009), including Chief Operating Officer (2002-2009), Chief Financial Officer (1997-2009) and Chairman of the Executive Committee (2002-2008); President and Principal Executive Officer, GMO Trust (open-end registered investment company) (2006-2009). Former Partner, Coopers and Lybrand L.L.P. (now PricewaterhouseCoopers) (public accounting firm) (1987-1997). Directorships in the Last Five Years. None.

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. Directorships in the Last Five Years.⁽¹⁾ None.

Allen R. Freedman 1940	Trustee	Since 2007	Private Investor. 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). Former Chairman and a Director of Indus International, Inc. (provider of enterprise management software to the power generating industry) (2005-2007). Former Chief Executive Officer of Assurant, Inc. (insurance provider) (1979-2000). Directorships in the Last Five Years.⁽¹⁾ Director of Stonemor Partners, L.P. (owner and operator of cemeteries). Formerly, Director of Assurant, Inc. (insurance provider) (1979-2011).

William H. Park 1947	Trustee	Since 2003	Consultant and private investor. Formerly, Chief Financial Officer, Aveon Group L.P. (investment management firm) (2010-2011). 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 (investment management firm) (1982-2001). Formerly, Senior Manager, Price Waterhouse (now PricewaterhouseCoopers) (an independent registered public accounting firm) (1972-1981). Directorships in the Last Five Years.⁽¹⁾ None.

Eaton Vance

Floating-Rate & High Income Fund

October 31, 2011

Management and Organization — continued


	Position(s)
	with the
	Trust and		Principal Occupation(s) and Directorships
Name and Year of Birth	the Portfolios	Length of Service	During Past Five Years and Other Relevant Experience


Noninterested Trustees (continued)

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). Directorships in the Last Five Years.⁽¹⁾ None.

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). Directorships in the Last Five Years.⁽¹⁾ Formerly, Director of BJ’s Wholesale Club, Inc. (wholesale club retailer) (2004-2011). 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	Of the Trust and HIOP since 1998 and of FRP since 2000	Paul Hastings Professor of Corporate and Securities Law (since 2006) and Professor of Law (2001-2006), University of California at Los Angeles School of Law. Directorships in the Last Five Years.⁽¹⁾ None.

Harriett Tee Taggart 1948	Trustee	Since 2011	Managing Director, Taggart Associates (a professional practice firm). Formerly, Partner and Senior Vice President, Wellington Management Company, LLP (investment management firm) (1983-2006). Directorships in the Last Five Years. Director of Albemarle Corporation (chemicals manufacturer) (since 2007) and The Hanover Group (specialty property and casualty insurance company) (since 2009). Formerly, Director of Lubrizol Corporation (specialty chemicals) (2007-2011).

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). Directorships in the Last Five Years.⁽¹⁾ None.

Principal Officers who are not Trustees
	Position(s)
	with the
	Trust and	Length of	Principal Occupation(s)
Name and Year of Birth	the Portfolios	Service	During Past Five Years



Duncan W. Richardson 1957	President of the Trust	Since 2011⁽²⁾	Director of EVC and Executive Vice President and Chief Equity Investment Officer of EVC, EVM and BMR.

Scott H. Page 1959	President of FRP	Since 2007	Vice President of EVM and BMR.

Michael W. Weilheimer 1961	President of BIP and HIOP	Since 2002	Vice President of EVM and BMR.

Payson F. Swaffield 1956	Vice President	Since 2011	Chief Income Investment Officer of EVC. Vice President of EVM and BMR.

Eaton Vance

Floating-Rate & High Income Fund

October 31, 2011

Management and Organization — continued


	Position(s)
	with the
	Trust and	Length of	Principal Occupation(s)
Name and Year of Birth	the Portfolios	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.

Maureen A. Gemma 1960	Vice President, Secretary and Chief Legal Officer	Vice President since 2011, Secretary since 2007 and Chief Legal Officer since 2008	Vice President of EVM and BMR.

Paul M. O’Neil 1953	Chief Compliance Officer	Since 2004	Vice President of EVM and BMR.


⁽¹⁾		During their respective tenures, the Trustees (except Mr. Eston and Ms. Taggart) 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 Trust (launched in 1998 and terminated in 2009).
⁽²⁾		Prior to 2011, Mr. Richardson was Vice President of the Trust since 2001.

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.

Eaton Vance

Floating-Rate & High Income Fund

October 31, 2011

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.

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 Investment Servicing (US) Inc.

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

Fund Offices
Two International Place

Boston, MA 02110


811-12/11	FRHSRC


Eaton Vance Government Obligations Fund Annual Report October 31, 2011

Annual Report October 31, 2011

Eaton Vance
Government Obligations Fund

Table of Contents


Management’s Discussion of Fund Performance		2
Performance		3
Fund Profile		4
Endnotes and Additional Disclosures		5
Fund Expenses		6
Financial Statements		7
Report of Independent Registered Public Accounting Firm	19 and 32
Federal Tax Information		20
Management and Organization		33
Important Notices		36

Eaton Vance
Government Obligations Fund
October 31, 2011

Management’s Discussion of Fund Performance¹

Economic and Market Conditions

U.S. government securities generated solid gains for the 12 months ending October 31, 2011, as a result of strong second-half results that stemmed primarily from a global flight to quality assets and accommodative monetary policies.

Although the interest-rate backdrop remained favorable throughout the entire year as the Federal Reserve Board (the Fed) held policy rates between 0.00% and 0.25%, U.S. government securities languished during much of the first half of the period. At that time, improved economic data and rising commodity prices suggested growing inflation pressures and triggered worries about imminent interest-rate hikes. These developments prompted many investors to shun U.S. government securities and seek opportunities among riskier asset classes.

Fund Performance

For the fiscal year ending October 31, 2011, Eaton Vance Government Obligations Fund’s Class A shares at net asset value (NAV) had a total return of 1.82%. By comparison, the Fund’s benchmark, the Barclays Capital U.S. Intermediate Government Index (the Index)2 returned 3.16% during the period.

The Fund’s underperformance was primarily due to the shorter portfolio duration of the Fund’s investments during the period. Duration is a measure of a portfolio’s price sensitivity to changes in interest rates based on the timing of anticipated principal and interest payments. A shorter portfolio duration normally has less exposure to interest-rate changes. The Fund’s comparatively short portfolio duration versus its peer group was accomplished in part by shorting U.S. Treasury futures. This strategy aided its performance relative to the Index early in the period, but detracted when U.S. government bonds rallied strongly in the second half of the period. In recognition of the slowing of the U.S. economy and the Fed’s policy of keeping rates low until mid-2013, the Fund’s portfolio duration was lengthened to 2.9 years by the end of the period up from 2.5 during most of this period.

By contrast, performance relative to the Index was aided by the Fund’s larger-than-index stake in seasoned mortgage-backed securities (MBS). During the past 12 months, these MBS modestly outpaced Treasuries, in which the Fund was underweighted. The Fund’s seasoned MBS investments typically were comprised of mortgages originated from the late 1980s through early 2001/2002. The Fund’s seasoned MBS holdings generally have lower loan-to-value ratios, meaning that the homeowners who took out these loans have more equity in their homes than the average borrower and, in most cases, two- to four-times more than the remaining mortgage amount. Because of these characteristics, seasoned MBS holdings benefited from comparatively stable rates of prepayment—consistently in the mid-teens.

See Endnotes and Additional Disclosures in this report.

Eaton Vance
Government Obligations Fund
October 31, 2011

Performance^2,3
Portfolio Manager Susan Schiff, CFA


												Since
% Average Annual Total Returns	Inception Date		1 Year			5 Years			10 Years			Inception

Class A at NAV		8/24/1984		1.82	%		5.55	%		4.12	%		—
Class A at 4.75% Maximum Sales Charge		—		—3.01			4.52			3.61			—
Class B at NAV		11/1/1993		1.06			4.77			3.34			—
Class B at 5% Maximum Sales Charge		—		—3.83			4.43			3.34			—
Class C at NAV		11/1/1993		1.05			4.74			3.30			—
Class C at 1% Maximum Sales Charge		—		0.08			4.74			3.30			—
Class I at NAV		4/3/2009		2.07			—			—			4.28
Class R at NAV		8/12/2005		1.42			5.26			—			4.82
Barclays Capital U.S. Intermediate Government Index		—		3.16	%		5.77	%		4.62	%		—


Total Annual Operating Expense Ratios⁴	Class A			Class B			Class C			Class I			Class R

		1.15	%		1.90	%		1.90	%		0.90	%		1.40	%

Growth of $10,000

This graph shows the change in value of a hypothetical investment of $10,000 in Class A of the Fund for the period indicated. For comparison, the same investment is shown in the indicated index.

With Maximum

Period Beginning

At NAV

Sales Charge

| | |

Class B

10/31/01

13,887

N.A.

Class C

10/31/01

13,839

N.A.

Class I

4/3/09

11,140

N.A.

Class R

8/12/05

13,406

N.A.

See Endnotes and Additional Disclosures in this report.

Eaton Vance
Government Obligations Fund
October 31, 2011

Fund Profile⁵
Asset Allocation (% of total investments)

See Endnotes and Additional Disclosures in this report.

Eaton Vance
Government Obligations Fund
October 31, 2011

Endnotes and Additional Disclosures


¹		The views expressed in this report are those of portfolio manager(s) and are current only through the date stated at the top of this page. These views are subject to change at any time based upon market or other conditions, and Eaton Vance and the Fund(s) disclaim any responsibility to update such views. These views may not be relied upon as investment advice and, because investment decisions are based on many factors, may not be relied upon as an indication of trading intent on behalf of any Eaton Vance fund. This commentary may contain statements that are not historical facts, referred to as forward looking statements. The Fund’s actual future results may differ significantly from those stated in any forward looking statement, depending on factors such as changes in securities or financial markets or general economic conditions, the volume of sales and purchases of Fund shares, the continuation of investment advisory, administrative and service contracts, and other risks discussed from time to time in the Fund’s filings with the Securities and Exchange Commission.

²		Barclays Capital U.S. Intermediate Government Index is an unmanaged index of U.S. government bonds with maturities from one year up to (but not including) 10 years. Index returns do not reflect the effect of any applicable sales charges, commissions, expenses, taxes or leverage, as applicable. It is not possible to invest directly in an index.

³		Total Returns at NAV do not include applicable sales charges. If sales charges were deducted, the returns would be lower. Total Returns shown with maximum sales charge reflect the stated maximum sales charge. Unless otherwise stated, performance does not reflect the deduction of taxes on Fund distributions or redemptions of Fund shares.

⁴		Source: Fund prospectus.

⁵		Fund invests in an affiliated investment company (Portfolio) with the same objective(s) and policies as the Fund. References to investments are to the Portfolio’s holdings. Fund profile subject to change due to active management.

Eaton Vance

Government Obligations Fund

October 31, 2011

Fund Expenses


	Beginning		Ending		Expenses Paid		Annualized
	Account Value		Account Value		During Period*		Expense
	(5/1/11)		(10/31/11)		(5/1/11 – 10/31/11)		Ratio


Actual
Class A	$	1,000.00	$	1,019.30	$	5.75		1.13	%
Class B	$	1,000.00	$	1,015.50	$	9.60		1.89	%
Class C	$	1,000.00	$	1,014.10	$	9.54		1.88	%
Class I	$	1,000.00	$	1,019.20	$	4.48		0.88	%
Class R	$	1,000.00	$	1,016.70	$	7.01		1.38	%




Hypothetical
(5% return per year before expenses)
Class A	$	1,000.00	$	1,019.50	$	5.75		1.13	%
Class B	$	1,000.00	$	1,015.70	$	9.60		1.89	%
Class C	$	1,000.00	$	1,015.70	$	9.55		1.88	%
Class I	$	1,000.00	$	1,020.80	$	4.48		0.88	%
Class R	$	1,000.00	$	1,018.20	$	7.02		1.38	%

Eaton Vance

Government Obligations Fund

October 31, 2011

Statement of Assets and Liabilities


Assets	October 31, 2011

Investment in Government Obligations Portfolio, at value (identified cost, $1,016,058,089)	$	1,077,274,626
Receivable for Fund shares sold		2,159,428
Miscellaneous receivable		4,114


Total assets	$	1,079,438,168



Liabilities

Payable for Fund shares redeemed	$	4,385,754
Distributions payable		641,351
Payable to affiliates:
Distribution and service fees		425,362
Trustees’ fees		42
Accrued expenses		227,203


Total liabilities	$	5,679,712


Net Assets	$	1,073,758,456



Sources of Net Assets

Paid-in capital	$	1,171,088,467
Accumulated net realized loss from Portfolio		(157,905,197	)
Accumulated distributions in excess of net investment income		(641,351	)
Net unrealized appreciation from Portfolio		61,216,537


Total	$	1,073,758,456



Class A Shares

Net Assets	$	617,722,539
Shares Outstanding		82,730,049
Net Asset Value and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	7.47
Maximum Offering Price Per Share
(100 ¸ 95.25 of net asset value per share)	$	7.84



Class B Shares

Net Assets	$	41,445,686
Shares Outstanding		5,551,842
Net Asset Value and Offering Price Per Share*
(net assets ¸ shares of beneficial interest outstanding)	$	7.47



Class C Shares

Net Assets	$	299,796,899
Shares Outstanding		40,222,793
Net Asset Value and Offering Price Per Share*
(net assets ¸ shares of beneficial interest outstanding)	$	7.45



Class I Shares

Net Assets	$	102,319,776
Shares Outstanding		13,708,072
Net Asset Value, Offering Price and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	7.46



Class R Shares

Net Assets	$	12,473,556
Shares Outstanding		1,677,762
Net Asset Value, Offering Price and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	7.43

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.

See Notes to Financial Statements.

Eaton Vance

Government Obligations Fund

October 31, 2011

Statement of Operations


	Year Ended
Investment Income	October 31, 2011

Interest allocated from Portfolio	$	40,083,372
Expenses allocated from Portfolio		(7,888,854	)


Total investment income	$	32,194,518





Expenses

Distribution and service fees
Class A	$	1,535,917
Class B		589,876
Class C		3,007,960
Class R		62,144
Trustees’ fees and expenses		500
Custodian fee		37,230
Transfer and dividend disbursing agent fees		899,622
Legal and accounting services		47,588
Printing and postage		207,716
Registration fees		152,827
Miscellaneous		19,944


Total expenses	$	6,561,324



Net investment income	$	25,633,194





Realized and Unrealized Gain (Loss) from Portfolio

Net realized gain (loss) —
Investment transactions	$	1,007,051
Financial futures contracts		(11,792,386	)


Net realized loss	$	(10,785,335	)


Change in unrealized appreciation (depreciation) —
Investments	$	(3,684,015	)
Financial futures contracts		1,662,763


Net change in unrealized appreciation (depreciation)	$	(2,021,252	)



Net realized and unrealized loss	$	(12,806,587	)



Net increase in net assets from operations	$	12,826,607

See Notes to Financial Statements.

Eaton Vance

Government Obligations Fund

October 31, 2011

Statements of Changes in Net Assets


	Year Ended October 31,

Increase (Decrease) in Net Assets	2011			2010

From operations —
Net investment income	$	25,633,194		$	27,847,621
Net realized loss from investment transactions and financial futures contracts		(10,785,335	)		(8,686,972	)
Net change in unrealized appreciation (depreciation) from investments and financial futures contracts		(2,021,252	)		32,006,722


Net increase in net assets from operations	$	12,826,607		$	51,167,371


Distributions to shareholders —
From net investment income
Class A	$	(23,144,852	)	$	(22,116,833	)
Class B		(1,816,654	)		(3,587,134	)
Class C		(9,193,359	)		(10,082,663	)
Class I		(2,264,140	)		(1,071,097	)
Class R		(437,846	)		(314,633	)
Tax return of capital
Class A		(1,002,304	)		(1,129,639	)
Class B		(78,671	)		(183,216	)
Class C		(398,125	)		(514,982	)
Class I		(98,050	)		(54,707	)
Class R		(18,961	)		(16,070	)


Total distributions to shareholders	$	(38,452,962	)	$	(39,070,974	)


Transactions in shares of beneficial interest —
Proceeds from sale of shares
Class A	$	227,007,377		$	356,185,372
Class B		5,713,765			14,833,271
Class C		81,085,099			162,424,446
Class I		91,310,875			48,209,704
Class R		7,958,779			7,928,251
Net asset value of shares issued to shareholders in payment of distributions declared
Class A		19,069,407			17,813,522
Class B		1,267,572			2,483,669
Class C		6,516,909			6,831,970
Class I		1,896,059			727,477
Class R		407,131			288,877
Cost of shares redeemed
Class A		(314,294,073	)		(213,602,458	)
Class B		(19,867,627	)		(27,313,641	)
Class C		(136,074,306	)		(76,793,491	)
Class I		(39,304,326	)		(14,603,096	)
Class R		(6,506,429	)		(2,499,568	)
Net asset value of shares exchanged
Class A		31,673,238			29,415,862
Class B		(31,673,238	)		(29,415,862	)


Net increase (decrease) in net assets from Fund share transactions	$	(73,813,788	)	$	282,914,305



Net increase (decrease) in net assets	$	(99,440,143	)	$	295,010,702





Net Assets

At beginning of year	$	1,173,198,599		$	878,187,897


At end of year	$	1,073,758,456		$	1,173,198,599





Accumulated distributions in excess of net investment income included in net assets

At end of year	$	(641,351	)	$	(975,087	)

See Notes to Financial Statements.

Eaton Vance

Government Obligations Fund

October 31, 2011

Financial Highlights


	Class A

	Year Ended October 31,

	2011			2010			2009			2008			2007

Net asset value — Beginning of year	$	7.630		$	7.540		$	7.110		$	7.160		$	7.200





Income (Loss) From Operations

Net investment income⁽¹⁾	$	0.202		$	0.233		$	0.267		$	0.297		$	0.300
Net realized and unrealized gain (loss)		(0.068	)		0.175			0.512			0.020			0.053


Total income from operations	$	0.134		$	0.408		$	0.779		$	0.317		$	0.353





Less Distributions

From net investment income	$	(0.282	)	$	(0.303	)	$	(0.330	)	$	(0.367	)	$	(0.391	)
Tax return of capital		(0.012	)		(0.015	)		(0.019	)		—			(0.002	)


Total distributions	$	(0.294	)	$	(0.318	)	$	(0.349	)	$	(0.367	)	$	(0.393	)



Net asset value — End of year	$	7.470		$	7.630		$	7.540		$	7.110		$	7.160



Total Return⁽²⁾		1.82	%		5.54	%		11.11	%		4.45	%		5.05	%





Ratios/Supplemental Data

Net assets, end of year (000’s omitted)	$	617,723		$	668,799		$	472,147		$	362,311		$	245,687
Ratios (as a percentage of average daily net assets):
Expenses⁽³⁾⁽⁴⁾		1.14	%		1.15	%		1.16	%		1.19	%		1.22	%
Net investment income		2.70	%		3.08	%		3.57	%		4.09	%		4.19	%
Portfolio Turnover of the Portfolio		19	%		22	%		28	%		19	%		23	%


⁽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

October 31, 2011

Financial Highlights – continued


	Class B

	Year Ended October 31,

	2011			2010			2009			2008			2007

Net asset value – Beginning of year	$	7.630		$	7.540		$	7.110		$	7.160		$	7.200





Income (Loss) From Operations

Net investment income⁽¹⁾	$	0.148		$	0.180		$	0.214		$	0.245		$	0.247
Net realized and unrealized gain (loss)		(0.070	)		0.173			0.510			0.018			0.053


Total income from operations	$	0.078		$	0.353		$	0.724		$	0.263		$	0.300





Less Distributions

From net investment income	$	(0.228	)	$	(0.250	)	$	(0.278	)	$	(0.313	)	$	(0.338	)
Tax return of capital		(0.010	)		(0.013	)		(0.016	)		—			(0.002	)


Total distributions	$	(0.238	)	$	(0.263	)	$	(0.294	)	$	(0.313	)	$	(0.340	)



Net asset value — End of year	$	7.470		$	7.630		$	7.540		$	7.110		$	7.160



Total Return⁽²⁾		1.06	%		4.76	%		10.30	%		3.67	%		4.27	%





Ratios/Supplemental Data

Net assets, end of year (000’s omitted)	$	41,446		$	87,803		$	126,123		$	146,987		$	162,159
Ratios (as a percentage of average daily net assets):
Expenses⁽³⁾⁽⁴⁾		1.89	%		1.90	%		1.91	%		1.94	%		1.97	%
Net investment income		1.97	%		2.39	%		2.87	%		3.37	%		3.45	%
Portfolio Turnover of the Portfolio		19	%		22	%		28	%		19	%		23	%


⁽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

October 31, 2011

Financial Highlights – continued


	Class C

	Year Ended October 31,

	2011			2010			2009			2008			2007

Net asset value — Beginning of year	$	7.610		$	7.530		$	7.100		$	7.150		$	7.190





Income (Loss) From Operations

Net investment income⁽¹⁾	$	0.146		$	0.176		$	0.209		$	0.243		$	0.247
Net realized and unrealized gain (loss)		(0.069	)		0.167			0.515			0.020			0.053


Total income from operations	$	0.077		$	0.343		$	0.724		$	0.263		$	0.300





Less Distributions

From net investment income	$	(0.227	)	$	(0.250	)	$	(0.278	)	$	(0.313	)	$	(0.338	)
Tax return of capital		(0.010	)		(0.013	)		(0.016	)		—			(0.002	)


Total distributions	$	(0.237	)	$	(0.263	)	$	(0.294	)	$	(0.313	)	$	(0.340	)



Net asset value — End of year	$	7.450		$	7.610		$	7.530		$	7.100		$	7.150



Total Return⁽²⁾		1.05	%		4.63	%		10.31	%		3.67	%		4.27	%





Ratios/Supplemental Data

Net assets, end of year (000’s omitted)	$	299,797		$	356,084		$	259,975		$	171,302		$	115,460
Ratios (as a percentage of average daily net assets):
Expenses⁽³⁾⁽⁴⁾		1.89	%		1.90	%		1.91	%		1.94	%		1.97	%
Net investment income		1.96	%		2.33	%		2.80	%		3.35	%		3.45	%
Portfolio Turnover of the Portfolio		19	%		22	%		28	%		19	%		23	%


⁽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

October 31, 2011

Financial Highlights – continued


	Class I

	Year Ended October 31,
							Period Ended
	2011			2010			October 31, 2009⁽¹⁾

Net asset value — Beginning of period	$	7.620		$	7.540		$	7.510





Income (Loss) From Operations

Net investment income⁽²⁾	$	0.218		$	0.242		$	0.133
Net realized and unrealized gain (loss)		(0.066	)		0.175			0.111


Total income from operations	$	0.152		$	0.417		$	0.244





Less Distributions

From net investment income	$	(0.299	)	$	(0.321	)	$	(0.202	)
Tax return of capital		(0.013	)		(0.016	)		(0.012	)


Total distributions	$	(0.312	)	$	(0.337	)	$	(0.214	)



Net asset value — End of period	$	7.460		$	7.620		$	7.540



Total Return⁽³⁾		2.07	%		5.67	%		3.29	%⁽⁴⁾





Ratios/Supplemental Data

Net assets, end of period (000’s omitted)	$	102,320		$	49,617		$	14,879
Ratios (as a percentage of average daily net assets):
Expenses⁽⁵⁾⁽⁶⁾		0.89	%		0.90	%		0.91	%⁽⁷⁾
Net investment income		2.91	%		3.20	%		3.06	%⁽⁷⁾
Portfolio Turnover of the Portfolio		19	%		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

October 31, 2011

Financial Highlights – continued


	Class R

	Year Ended October 31,

	2011			2010			2009			2008			2007

Net asset value — Beginning of year	$	7.600		$	7.510		$	7.090		$	7.130		$	7.170





Income (Loss) From Operations

Net investment income⁽¹⁾	$	0.183		$	0.211		$	0.239		$	0.276		$	0.280
Net realized and unrealized gain (loss)		(0.079	)		0.177			0.510			0.032			0.054


Total income from operations	$	0.104		$	0.388		$	0.749		$	0.308		$	0.334





Less Distributions

From net investment income	$	(0.263	)	$	(0.284	)	$	(0.311	)	$	(0.348	)	$	(0.372	)
Tax return of capital		(0.011	)		(0.014	)		(0.018	)		—			(0.002	)


Total distributions	$	(0.274	)	$	(0.298	)	$	(0.329	)	$	(0.348	)	$	(0.374	)



Net asset value — End of year	$	7.430		$	7.600		$	7.510		$	7.090		$	7.130



Total Return⁽²⁾		1.42	%		5.28	%		10.70	%		4.33	%		4.79	%





Ratios/Supplemental Data

Net assets, end of year (000’s omitted)	$	12,474		$	10,895		$	5,065		$	827		$	245
Ratios (as a percentage of average daily net assets):
Expenses⁽³⁾⁽⁴⁾		1.39	%		1.40	%		1.41	%		1.44	%		1.47	%
Net investment income		2.45	%		2.80	%		3.20	%		3.82	%		3.93	%
Portfolio Turnover of the Portfolio		19	%		22	%		28	%		19	%		23	%


⁽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

October 31, 2011

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. Beginning on January 1, 2012, Class B shares are only available for purchase upon exchange from another Eaton Vance fund or through reinvestment of distributions. 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 (96.2% at October 31, 2011). 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, 2011, the Fund, for federal income tax purposes, had a capital loss carryforward of $154,830,377 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, 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), October 31, 2018 ($18,778,422) and October 31, 2019 ($19,870,983). In addition, such capital loss carryforward cannot be utilized prior to the utilization of new capital losses, if any, created after October 31, 2011.

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

Eaton Vance

Government Obligations Fund

October 31, 2011

Notes to Financial Statements — continued

2 Distributions to Shareholders

The tax character of distributions declared for the years ended October 31, 2011 and October 31, 2010 was as follows:


	Year Ended October 31,

	2011		2010


Distributions declared from:
Ordinary income	$	36,856,851	$	37,172,360
Tax return of capital	$	1,596,111	$	1,898,614

During the year ended October 31, 2011, accumulated net realized loss was decreased by $66,782,396, accumulated distributions in excess of net investment income was decreased by $11,557,393 and paid-in capital was decreased by $78,339,789 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, 2011, the components of distributable earnings (accumulated losses) and unrealized appreciation (depreciation) on a tax basis were as follows:




Capital loss carryforward	$	(154,830,377	)
Net unrealized appreciation	$	58,141,717
Other temporary differences	$	(641,351	)

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

Eaton Vance Management (EVM) serves as the administrator to the Fund, but receives no compensation. The Portfolio has engaged Boston Management and Research (BMR), a subsidiary of EVM, to render investment advisory services. See Note 2 of the Portfolio’s Notes to Financial Statements which are included elsewhere in this report. EVM serves as the sub-transfer agent of the Fund and receives from the transfer agent an aggregate fee based upon the actual expenses incurred by EVM in the performance of these services. For the year ended October 31, 2011, EVM earned $43,196 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 $150,017 as its portion of the sales charge on sales of Class A shares for the year ended October 31, 2011. EVD also received distribution and service fees from Class A, Class B, Class C and Class R shares (see Note 4) and contingent deferred sales charges (see Note 5).

4 Distribution Plans

Eaton Vance

Government Obligations Fund

October 31, 2011

Notes to Financial Statements — continued

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. Pursuant to the Class B and Class C Plans, the Fund pays 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, 2011, the Fund paid or accrued to EVD $442,407 and $2,255,970 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, 2011, the amounts of Uncovered Distribution Charges of EVD calculated under the Class B and Class C Plans were approximately $13,419,000 and $91,652,000, 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, 2011, the Fund paid or accrued to EVD $31,072, representing 0.25% of the average daily net assets of Class R.

Pursuant to the Class B, Class C and Class R Plans, the Fund also makes 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 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, 2011 amounted to $147,469, $751,990 and $31,072 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, 2011, the Fund was informed that EVD received approximately $14,000, $138,000 and $96,000 of CDSCs paid by Class A, Class B and Class C shareholders, respectively.

6 Investment Transactions

For the year ended October 31, 2011, increases and decreases in the Fund’s investment in the Portfolio aggregated $160,206,441 and $275,808,566, respectively.

7 Shares of Beneficial Interest


	Year Ended October 31,

Class A	2011			2010


Sales		30,322,173			47,086,754
Issued to shareholders electing to receive payments of distributions in Fund shares		2,549,129			2,354,088
Redemptions		(42,053,256	)		(28,271,317	)
Exchange from Class B shares		4,234,082			3,889,222



Net increase (decrease)		(4,947,872	)		25,058,747

Eaton Vance

Government Obligations Fund

October 31, 2011

Notes to Financial Statements — continued


	Year Ended October 31,

Class B	2011			2010


Sales		761,315			1,962,669
Issued to shareholders electing to receive payments of distributions in Fund shares		169,460			328,540
Redemptions		(2,659,179	)		(3,619,435	)
Exchange to Class A shares		(4,232,051	)		(3,886,898	)



Net decrease		(5,960,455	)		(5,215,124	)





	Year Ended October 31,

Class C	2011			2010


Sales		10,822,547			21,516,727
Issued to shareholders electing to receive payments of distributions in Fund shares		872,738			904,349
Redemptions		(18,234,428	)		(10,189,437	)



Net increase (decrease)		(6,539,143	)		12,231,639





	Year Ended October 31,

Class I	2011			2010


Sales		12,195,162			6,372,278
Issued to shareholders electing to receive payments of distributions in Fund shares		253,616			95,908
Redemptions		(5,248,911	)		(1,934,149	)



Net increase		7,199,867			4,534,037





	Year Ended October 31,

Class R	2011			2010


Sales		1,063,904			1,053,255
Issued to shareholders electing to receive payments of distributions in Fund shares		54,688			38,323
Redemptions		(875,034	)		(331,829	)



Net increase		243,558			759,749

Eaton Vance

Government Obligations Fund

October 31, 2011

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, 2011, 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 Government Obligations Fund as of October 31, 2011, 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 19, 2011

Eaton Vance

Government Obligations Fund

October 31, 2011

Federal Tax Information (Unaudited)

Government Obligations Portfolio

October 31, 2011

Portfolio of Investments


Mortgage Pass-Throughs — 77.6%

	Principal
	Amount
Security	(000’s omitted)		Value


Federal Home Loan Mortgage Corp.:
2.929%, with maturity at 2035⁽¹⁾	$	11,205	$	11,742,702
3.088%, with maturity at 2034⁽¹⁾		2,443		2,583,302
5.00%, with various maturities to 2018		5,879		6,329,783
5.50%, with various maturities to 2032		10,877		11,749,364
6.00%, with various maturities to 2035		27,362		30,715,950
6.50%, with various maturities to 2035		59,277		67,697,537
6.87%, with maturity at 2024		225		260,674
7.00%, with various maturities to 2035		27,866		32,104,846
7.09%, with maturity at 2023		794		924,064
7.25%, with maturity at 2022		1,183		1,370,124
7.31%, with maturity at 2027		320		381,408
7.50%, with various maturities to 2035		28,760		34,068,838
7.63%, with maturity at 2019		438		498,059
7.75%, with maturity at 2018		22		24,427
7.78%, with maturity at 2022		154		182,097
7.85%, with maturity at 2020		290		335,838
8.00%, with various maturities to 2028		10,097		11,573,524
8.13%, with maturity at 2019		559		620,564
8.15%, with various maturities to 2021		238		274,522
8.25%, with maturity at 2017		46		52,645
8.50%, with various maturities to 2031		6,453		7,705,073
8.75%, with maturity at 2016		10		10,301
9.00%, with various maturities to 2027		6,775		7,739,185
9.25%, with maturity at 2017		49		54,452
9.50%, with various maturities to 2026		2,067		2,439,138
9.75%, with maturity at 2018		1		1,109
10.50%, with maturity at 2020		651		766,592
11.00%, with maturity at 2015		21		23,366


			$	232,229,484


Federal National Mortgage Association:
2.566%, with various maturities to 2026⁽¹⁾	$	3,032	$	3,128,570
2.588%, with various maturities to 2033⁽¹⁾		4,024		4,176,948
2.60%, with various maturities to 2035⁽¹⁾		30,622		31,938,246
2.617%, with maturity at 2022⁽¹⁾		2,025		2,078,133
2.631%, with maturity at 2035⁽¹⁾		1,861		1,929,622
2.654%, with maturity at 2031⁽¹⁾		3,297		3,388,898
2.819%, with maturity at 2037⁽¹⁾		6,028		6,320,355
2.969%, with maturity at 2040⁽¹⁾		1,877		1,958,752
3.052%, with maturity at 2036⁽¹⁾		1,934		1,996,286
3.466%, with maturity at 2036⁽¹⁾		2,292		2,357,567
3.659%, with maturity at 2034⁽¹⁾		7,631		8,245,344
3.831%, with maturity at 2035⁽¹⁾		9,106		9,868,861
3.918%, with maturity at 2034⁽¹⁾		7,274		7,885,633
3.922%, with maturity at 2036⁽¹⁾		654		681,194
3.944%, with maturity at 2021⁽¹⁾		1,805		1,871,318
4.00%, with maturity at 2014		231		242,768
4.319%, with maturity at 2036⁽¹⁾		28,510		31,098,239
4.494%, with maturity at 2035⁽¹⁾		9,154		9,984,538
4.50%, with various maturities to 2018		24,271		25,856,765
4.818%, with maturity at 2034⁽¹⁾		25,174		27,459,543
5.00%, with various maturities to 2027		12,799		13,741,825
5.50%, with various maturities to 2030		29,225		31,676,809
6.00%, with various maturities to 2033		14,564		16,262,728
6.478%, with maturity at 2025⁽²⁾		292		325,562
6.50%, with various maturities to 2036		138,092		157,301,284
7.00%, with various maturities to 2036		76,225		88,473,247
7.25%, with maturity at 2023		26		27,947
7.50%, with various maturities to 2032		10,566		12,446,340
7.875%, with maturity at 2021		809		957,340
7.881%, with maturity at 2030⁽²⁾		28		31,968
8.00%, with various maturities to 2032		14,206		16,618,669
8.25%, with maturity at 2025		313		374,603
8.33%, with maturity at 2020		721		827,902
8.50%, with various maturities to 2032		8,045		9,767,523
8.506%, with maturity at 2021⁽²⁾		108		128,811
9.00%, with various maturities to 2030		966		1,144,810
9.50%, with various maturities to 2030		2,220		2,654,688
9.626%, with maturity at 2025⁽²⁾		31		37,112
9.75%, with maturity at 2019		14		15,988
9.797%, with maturity at 2021⁽²⁾		91		105,492
9.852%, with maturity at 2020⁽²⁾		48		54,480
9.923%, with maturity at 2021⁽²⁾		69		83,655
9.986%, with maturity at 2023⁽²⁾		68		80,093
10.102%, with maturity at 2021⁽²⁾		50		59,470
10.339%, with maturity at 2025⁽²⁾		35		39,693
10.826%, with maturity at 2025⁽²⁾		17		19,355
11.00%, with maturity at 2020		566		638,514
11.379%, with maturity at 2019⁽²⁾		70		76,875
11.879%, with maturity at 2018⁽²⁾		54		58,828
12.147%, with maturity at 2021⁽²⁾		20		21,144
12.708%, with maturity at 2015⁽²⁾		68		76,068


			$	536,596,403


Government National Mortgage Association:
2.125%, with various maturities to 2027⁽¹⁾	$	683	$	708,518
6.10%, with maturity at 2033		11,638		13,351,123
6.50%, with various maturities to 2036		8,586		9,940,569
7.00%, with various maturities to 2034		35,116		41,005,998
7.25%, with maturity at 2022		28		32,458

See Notes to Financial Statements.

Government Obligations Portfolio

October 31, 2011

Portfolio of Investments — continued


	Principal
	Amount
Security	(000’s omitted)		Value


Government National Mortgage Association: (continued)

7.50%, with various maturities to 2025	$	6,530	$	7,600,815
8.00%, with various maturities to 2027		10,058		11,819,932
8.25%, with maturity at 2019		141		163,250
8.30%, with maturity at 2020		41		48,103
8.50%, with various maturities to 2018		1,536		1,739,377
9.00%, with various maturities to 2027		6,604		8,262,533
9.50%, with various maturities to 2026		4,197		5,183,900


			$	99,856,576



Total Mortgage Pass-Throughs
(identified cost $824,359,269)			$	868,682,463




Collateralized Mortgage Obligations — 4.9%

	Principal
	Amount
Security	(000’s omitted)		Value


Federal Home Loan Mortgage Corp.:
Series 30, Class I, 7.50%, 4/25/24	$	243	$	258,306
Series 1822, Class Z, 6.90%, 3/15/26		1,351		1,436,777
Series 1829, Class ZB, 6.50%, 3/15/26		631		686,114
Series 1896, Class Z, 6.00%, 9/15/26		711		748,394
Series 2075, Class PH, 6.50%, 8/15/28		352		392,620
Series 2091, Class ZC, 6.00%, 11/15/28		1,459		1,594,215
Series 2102, Class Z, 6.00%, 12/15/28		362		394,378
Series 2115, Class K, 6.00%, 1/15/29		2,261		2,429,556
Series 2142, Class Z, 6.50%, 4/15/29		759		826,414
Series 2245, Class A, 8.00%, 8/15/27		9,161		10,456,071


			$	19,222,845


Federal National Mortgage Association:
Series G-8, Class E, 9.00%, 4/25/21	$	323	$	378,760
Series G92-44, Class ZQ, 8.00%, 7/25/22		325		361,616
Series G93-36, Class ZQ, 6.50%, 12/25/23		12,275		13,830,118
Series 1993-16, Class Z, 7.50%, 2/25/23		439		508,919
Series 1993-39, Class Z, 7.50%, 4/25/23		1,152		1,336,621
Series 1993-45, Class Z, 7.00%, 4/25/23		1,384		1,570,662
Series 1993-149, Class M, 7.00%, 8/25/23		517		585,985
Series 1993-178, Class PK, 6.50%, 9/25/23		1,057		1,185,128
Series 1993-250, Class Z, 7.00%, 12/25/23		243		257,591
Series 1994-40, Class Z, 6.50%, 3/25/24		1,078		1,209,110
Series 1994-42, Class K, 6.50%, 4/25/24		4,791		5,400,718
Series 1994-82, Class Z, 8.00%, 5/25/24		1,754		2,050,687
Series 1997-81, Class PD, 6.35%, 12/18/27		676		760,800
Series 2000-49, Class A, 8.00%, 3/18/27		961		1,147,944
Series 2001-81, Class HE, 6.50%, 1/25/32		2,721		3,072,760
Series 2002-1, Class G, 7.00%, 7/25/23		697		790,359


			$	34,447,778


Government National Mortgage Association:
Series 1998-19, Class ZB, 6.50%, 7/20/28	$	600	$	679,333



Total Collateralized Mortgage Obligations
(identified cost $50,493,217)			$	54,349,956




U.S. Government Agency Obligations — 14.3%

	Principal
	Amount
Security	(000’s omitted)		Value


Federal Farm Credit Bank:
5.75%, 12/7/28	$	5,000	$	6,375,245
5.77%, 1/5/27		5,000		6,318,455


			$	12,693,700


Federal Home Loan Bank:
4.125%, 12/13/19	$	5,000	$	5,683,535
4.125%, 3/13/20		26,460		29,771,496
4.75%, 3/10/23		4,500		5,281,218
5.365%, 9/9/24		6,445		7,963,255
5.375%, 8/15/24		14,700		18,058,039
5.625%, 6/11/21		17,000		21,218,176
5.75%, 6/12/26		2,720		3,466,757


			$	91,442,476


United States Agency for International Development — Israel:
0.00%, 5/1/20	$	2,200	$	1,774,379
5.50%, 9/18/23		26,850		34,070,824
5.50%, 4/26/24		16,015		20,351,013


			$	56,196,216



Total U.S. Government Agency Obligations
(identified cost $141,418,357)			$	160,332,392

See Notes to Financial Statements.

Government Obligations Portfolio

October 31, 2011

Portfolio of Investments — continued


U.S. Treasury Obligations — 4.0%

	Principal
	Amount
Security	(000’s omitted)		Value


U.S. Treasury Bond, 1.00%, 7/15/13	$	35,000	$	35,462,245
U.S. Treasury Bond, 7.125%, 2/15/23⁽³⁾		6,000		8,880,936



Total U.S. Treasury Obligations
(identified cost $41,252,116)			$	44,343,181




Short-Term Investments — 3.0%

	Interest
Description	(000’s omitted)		Value


Eaton Vance Cash Reserves Fund, LLC, 0.12%⁽⁴⁾	$	33,807	$	33,807,391



Total Short-Term Investments
(identified cost $33,807,391)			$	33,807,391



Total Investments — 103.8%
(identified cost $1,091,330,350)			$	1,161,515,383



Other Assets, Less Liabilities — (3.8)%			$	(42,006,984	)



Net Assets — 100.0%			$	1,119,508,399

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


⁽¹⁾		Adjustable rate mortgage security. Rate shown is the rate at October 31, 2011.

⁽²⁾		Weighted average fixed-rate coupon that changes/updates monthly.

⁽³⁾		Security (or a portion thereof) has been pledged to cover margin requirements on open financial futures 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, 2011.

See Notes to Financial Statements.

Government Obligations Portfolio

October 31, 2011

Statement of Assets and Liabilities


Assets	October 31, 2011

Unaffiliated investments, at value (identified cost, $1,057,522,959)	$	1,127,707,992
Affiliated investment, at value (identified cost, $33,807,391)		33,807,391
Interest receivable		5,619,564
Interest receivable from affiliated investment		2,742
Receivable for investments sold		918,919


Total assets	$	1,168,056,608





Liabilities

Payable for investments purchased	$	46,681,077
Payable for variation margin on open financial futures contracts		1,088,291
Payable to affiliates:
Investment adviser fee		658,308
Trustees’ fees		2,707
Accrued expenses		117,826


Total liabilities	$	48,548,209


Net Assets applicable to investors’ interest in Portfolio	$	1,119,508,399





Sources of Net Assets

Net proceeds from capital contributions and withdrawals	$	1,049,041,725
Net unrealized appreciation		70,466,674


Total	$	1,119,508,399

See Notes to Financial Statements.

Government Obligations Portfolio

October 31, 2011

Statement of Operations


	Year Ended
Investment Income	October 31, 2011

Interest	$	41,144,725
Interest allocated from affiliated investment		29,254
Expenses allocated from affiliated investment		(3,494	)


Total investment income	$	41,170,485





Expenses

Investment adviser fee	$	7,657,646
Trustees’ fees and expenses		34,422
Custodian fee		286,976
Legal and accounting services		94,765
Miscellaneous		29,672


Total expenses	$	8,103,481


Deduct —
Reduction of custodian fee	$	16


Total expense reductions	$	16



Net expenses	$	8,103,465



Net investment income	$	33,067,020





Realized and Unrealized Gain (Loss)

Net realized gain (loss) —
Investment transactions	$	1,036,172
Investment transactions allocated from affiliated investment		1,257
Financial futures contracts		(12,283,411	)


Net realized loss	$	(11,245,982	)


Change in unrealized appreciation (depreciation) —
Investments	$	(3,269,180	)
Financial futures contracts		1,679,438


Net change in unrealized appreciation (depreciation)	$	(1,589,742	)



Net realized and unrealized loss	$	(12,835,724	)



Net increase in net assets from operations	$	20,231,296

See Notes to Financial Statements.

Government Obligations Portfolio

October 31, 2011

Statements of Changes in Net Assets


	Year Ended October 31,

Increase (Decrease) in Net Assets	2011			2010

From operations —
Net investment income	$	33,067,020		$	36,382,595
Net realized loss from investment transactions and financial futures contracts		(11,245,982	)		(8,721,740	)
Net change in unrealized appreciation (depreciation) from investments and financial futures contracts		(1,589,742	)		32,639,752


Net increase in net assets from operations	$	20,231,296		$	60,300,607


Capital transactions —
Contributions	$	189,445,095		$	319,591,025
Withdrawals		(289,370,516	)		(137,970,491	)


Net increase (decrease) in net assets from capital transactions	$	(99,925,421	)	$	181,620,534



Net increase (decrease) in net assets	$	(79,694,125	)	$	241,921,141





Net Assets

At beginning of year	$	1,199,202,524		$	957,281,383


At end of year	$	1,119,508,399		$	1,199,202,524

See Notes to Financial Statements.

Government Obligations Portfolio

October 31, 2011

Supplementary Data


	Year Ended October 31,

Ratios/Supplemental Data	2011			2010			2009			2008			2007

Ratios (as a percentage of average daily net assets):
Expenses⁽¹⁾		0.75	%		0.76	%		0.77	%		0.80	%		0.80	%
Net investment income		3.08	%		3.48	%		3.97	%		4.48	%		4.60	%
Portfolio Turnover		19	%		22	%		28	%		19	%		23	%


Total Return		2.21	%		5.95	%		11.54	%		4.85	%		5.49	%



Net assets, end of year (000’s omitted)	$	1,119,508		$	1,199,203		$	957,281		$	810,627		$	687,747


⁽¹⁾		Excludes the effect of custody fee credits, if any, of less than 0.005%.

See Notes to Financial Statements.

Government Obligations Portfolio

October 31, 2011

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, 2011, Eaton Vance Government Obligations Fund, Eaton Vance Multi-Strategy Absolute Return Fund and Eaton Vance Low Duration Fund held an interest of 96.2%, 1.0% and 2.5%, 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.

Government Obligations Portfolio

October 31, 2011

Notes to Financial Statements — continued

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 — 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.

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% of average daily net assets of $2.5 billion or more, and is payable monthly. The fee reduction cannot be terminated without the consent of the Trustees and shareholders. The Portfolio 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, 2011, the Portfolio’s investment adviser fee amounted to $7,657,646 or 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 including maturities and paydowns, aggregated $202,655,772 and $232,195,167, respectively, for the year ended October 31, 2011.

4 Federal Income Tax Basis of Investments

The cost and unrealized appreciation (depreciation) of investments of the Portfolio at October 31, 2011, as determined on a federal income tax basis, were as follows:


Aggregate cost	$	1,102,654,398



Gross unrealized appreciation	$	59,513,679
Gross unrealized depreciation		(652,694	)



Net unrealized appreciation	$	58,860,985

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.

Government Obligations Portfolio

October 31, 2011

Notes to Financial Statements — continued

A summary of obligations under these financial instruments at October 31, 2011 is as follows:


Futures Contracts
Expiration									Net Unrealized
Month/Year	Contracts	Position	Aggregate Cost			Value			Appreciation

12/11	750 U.S. 5-Year Treasury Note	Short	$	(91,998,047	)	$	(91,957,031	)	$	41,016
12/11	700 U.S. 10-Year Treasury Note	Short		(90,584,375	)		(90,343,750	)		240,625



									$	281,641

At October 31, 2011, 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 objective. 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 open 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, 2011 was as follows:


	Fair Value
Derivative	Asset Derivative⁽¹⁾		Liability Derivative


Futures contracts	$	281,641	$	—


⁽¹⁾		Amount represents cumulative unrealized appreciation 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, 2011 was as follows:


	Realized Gain (Loss)			Change in Unrealized
	on Derivatives Recognized			Appreciation (Depreciation) on
Derivative	in Income⁽¹⁾			Derivatives Recognized in Income⁽²⁾


Futures contracts	$	(12,283,411	)	$	1,679,438


⁽¹⁾		Statement of Operations location: Net realized gain (loss) – Financial futures contracts.
⁽²⁾		Statement of Operations location: Change in unrealized appreciation (depreciation) – Financial futures contracts.

The average notional amount of futures contracts outstanding during the year ended October 31, 2011, which is indicative of the volume of this derivative type, was approximately $139,462,000.

6 Line of Credit

Government Obligations Portfolio

October 31, 2011

Notes to Financial Statements — continued

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)

At October 31, 2011, the hierarchy of inputs used in valuing the Portfolio’s investments and open derivative instruments, which are carried at value, were as follows:


Asset Description	Level 1		Level 2		Level 3		Total


Mortgage Pass-Throughs	$	—	$	868,682,463	$	—	$	868,682,463
Collateralized Mortgage Obligations		—		54,349,956		—		54,349,956
U.S. Government Agency Obligations		—		160,332,392		—		160,332,392
U.S. Treasury Obligations		—		44,343,181		—		44,343,181
Short-Term Investments		—		33,807,391		—		33,807,391



Total Investments	$	—	$	1,161,515,383	$	—	$	1,161,515,383



Futures Contracts	$	281,641	$	—	$	—	$	281,641



Total	$	281,641	$	1,161,515,383	$	—	$	1,161,797,024

Government Obligations Portfolio

October 31, 2011

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, 2011, 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, 2011, 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, such 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, 2011, 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 19, 2011

Eaton Vance

Government Obligations Fund

October 31, 2011

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 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. Each Trustee oversees 179 portfolios in the Eaton Vance Complex (including all master and feeder funds in a master feeder structure). Each officer serves as an officer of certain other Eaton Vance funds. Each Trustee and officer serves until his or her successor is elected.


	Position(s)
	with the
	Trust and		Principal Occupation(s) and Directorships
Name and Year of Birth	the Portfolio	Length of Service	During Past Five Years and Other Relevant Experience



Interested Trustee

Thomas E. Faust Jr. 1958	Trustee	Since 2007	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 179 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 and Portfolio. Directorships in the Last Five Years.⁽¹⁾ Director of EVC.

Noninterested Trustees

Scott E. Eston 1956	Trustee	Since 2011	Private investor. Formerly held various positions at Grantham, Mayo, Van Otterloo and Co., L.L.C. (investment management firm) (1997-2009), including Chief Operating Officer (2002-2009), Chief Financial Officer (1997-2009) and Chairman of the Executive Committee (2002-2008); President and Principal Executive Officer, GMO Trust (open-end registered investment company) (2006-2009). Former Partner, Coopers and Lybrand L.L.P. (now PricewaterhouseCoopers) (public accounting firm) (1987-1997). Directorships in the Last Five Years. None.

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. Directorships in the Last Five Years.⁽¹⁾None.

Allen R. Freedman 1940	Trustee	Since 2007	Private Investor. 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). Former Chairman and a Director of Indus International, Inc. (provider of enterprise management software to the power generating industry) (2005-2007). Former Chief Executive Officer of Assurant, Inc. (insurance provider) (1979-2000). Directorships in the Last Five Years.⁽¹⁾ Director of Stonemor Partners, L.P. (owner and operator of cemeteries). Formerly, Director of Assurant, Inc. (insurance provider) (1979-2011).

William H. Park 1947	Trustee	Since 2003	Consultant and private investor. Formerly, Chief Financial Officer, Aveon Group L.P. (investment management firm) (2010-2011). 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 (investment management firm) (1982-2001). Formerly, Senior Manager, Price Waterhouse (now PricewaterhouseCoopers) (an independent registered public accounting firm) (1972-1981). Directorships in the Last Five Years.⁽¹⁾None.

Eaton Vance

Government Obligations Fund

October 31, 2011

Management and Organization — continued


	Position(s)
	with the
	Trust and		Principal Occupation(s) and Directorships
Name and Year of Birth	the Portfolio	Length of Service	During Past Five Years and Other Relevant Experience


Noninterested Trustees (continued)

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). Directorships in the Last Five Years.⁽¹⁾ None.

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). Directorships in the Last Five Years.⁽¹⁾ Formerly, Director of BJ’s Wholesale Club, Inc. (wholesale club retailer) (2004-2011). 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. Directorships in the Last Five Years.⁽¹⁾ None.

Harriett Tee Taggart 1948	Trustee	Since 2011	Managing Director, Taggart Associates (a professional practice firm). Formerly, Partner and Senior Vice President, Wellington Management Company, LLP (investment management firm) (1983-2006). Directorships in the Last Five Years. Director of Albemarle Corporation (chemicals manufacturer) (since 2007) and The Hanover Group (specialty property and casualty insurance company) (since 2009). Formerly, Director of Lubrizol Corporation (specialty chemicals) (2007-2011).

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). Directorships in the Last Five Years.⁽¹⁾ None.

Principal Officers who are not Trustees
	Position(s)
	with the
	Trust and	Length of	Principal Occupation(s)
Name and Year of Birth	the Portfolio	Service	During Past Five Years


Duncan W. Richardson 1957	President of the Trust	Since 2011⁽²⁾	Director of EVC and Executive Vice President and Chief Equity Investment Officer of EVC, EVM and BMR.

Mark S. Venezia 1949	President of the Portfolio	Since 2002	Vice President of EVM and BMR.

Payson F. Swaffield 1956	Vice President	Since 2011	Chief Income Investment Officer of EVC. Vice President of EVM and BMR.

Barbara E. Campbell 1957	Treasurer	Of the Trust since 2005 and of the Portfolio since 2008	Vice President of EVM and BMR.

Eaton Vance

Government Obligations Fund

October 31, 2011

Management and Organization — continued


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


Principal Officers who are not Trustees (continued)

Maureen A. Gemma 1960	Vice President, Secretary and Chief Legal Officer	Vice President since 2011; Secretary since 2007 and Chief Legal Officer since 2008	Vice President of EVM and BMR.

Paul M. O’Neil 1953	Chief Compliance Officer	Since 2004	Vice President of EVM and BMR.


⁽¹⁾		During their respective tenures, the Trustees (except Mr. Eston and Ms. Taggart) 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 Trust (launched in 1998 and terminated in 2009).
⁽²⁾		Prior to 2011, Mr. Richardson was Vice President of the Trust since 2001.

Eaton Vance

Government Obligations Fund

October 31, 2011

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.

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 Investment Servicing (US) Inc.

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

Fund Offices
Two International Place

Boston, MA 02110


140-12/11	GOSRC


Eaton Vance High Income Opportunities Fund Annual Report October 31, 2011

Annual Report October 31, 2011

Eaton Vance

High Income Opportunities Fund

Table of Contents


Management’s Discussion of Fund Performance	2
Performance	3
Fund Profile	4
Endnotes and Additional Disclosures	5
Fund Expenses	6
Financial Statements	7
Report of Independent Registered Public Accounting Firm	18	and 40
Federal Tax Information	19
Management and Organization	41
Important Notices	44

Eaton Vance

High Income Opportunities Fund

October 31, 2011

Management’s Discussion of Fund Performance¹

Economic and Market Conditions

The corporate high-yield bond market, as tracked by the BofA Merrill Lynch U.S. High Yield Index,² posted positive results for the 12 months ending October 31, 2011, with most of those gains generated in the first half and final month of the period. Early in the period, investors sought out fixed-income investments on the riskier end of the credit spectrum because the securities historically have proven to be less interest-rate sensitive and benefit more than high-quality fixed-income investments from an improving economy.

However, in the second half of the period, high-yield bonds came under pressure due to expanding macroeconomic concerns—specifically, financial distress in the eurozone and a slowing of both the U.S. and global economies—as well as a dramatic increase in market volatility and a global flight to safety in which investors favored higher-quality securities. The downgrade of the long-term credit rating of the U.S. by Standard & Poor’s added to the gloomy backdrop. That said, high-yield bonds rallied briefly in October when investors’ appetite for riskier asset classes improved in response to Europe’s plan to combat Greece’s debt problems, expand a bailout fund and recapitalize the region’s banks, as well as fresh economic data indicating the U.S. economy wasn’t poised to move back into recession.

At the end of the period, high-yield corporate bond prices appeared to be reflecting increasing prospects for a U.S. recession, as well as a steep increase in defaults even as issuer fundamentals remained solid. By the end of October, the par-weighted market default rate was 1.03% according to J.P. Morgan, still a very low level when considered in historical context.

Spreads on high-yield bonds (their incremental yield in excess of Treasury bonds of comparable maturity) widened by 141 basis points during the 12-month period ending October 31, 2011 to 667 basis points above Treasury yields. The average price of a bond within the index finished at $98.73, down from $102.40 at the beginning of the period, with an 8.20% yield-to-worst, which indicates the lowest yield to any stated maturity or call date. Better quality high-yield bonds were leaders during the year, with BB- and B-rated⁶ issues returning 5.36% and 5.61%, respectively, while CCC-rated issues returned 4.06% for the period.

Fund Performance

For the fiscal year ending October 31, 2011, Eaton Vance High Income Opportunities Fund’s Class A shares at net asset value (NAV) had a total return of 5.73% . By comparison, the Fund’s primary benchmark, the BofA Merrill Lynch U.S. High Yield Index (the Index), gained 4.85% during the period.

The Fund outperformed its primary benchmark due to a combination of factors. Overweight positions in the retail and services sectors had a positive impact on results, as these groups outpaced the Index. In addition, credit selection in the broadcasting, steel, health care and containers sectors of the market bolstered results. In terms of credit quality, credit selection in the BB-rated and CCC-rated segments aided performance.

During the 12-month period, the Fund reduced its position in the more-risky CCC-rated segment of the market, at the same time increasing its holdings in BB-rated bonds by a similar amount. The majority of this defensive repositioning was done before the market weakened in the spring and summer of 2011. This allowed the Fund to purchase higher-quality names at discounted levels during the market weakness, further enhancing results relative to the Index. This strategy also caused the duration of the Fund’s portfolio to lengthen slightly, as higher-quality BB-rated bonds purchased carried slightly longer durations compared to the CCC-rated bonds sold. Although the Fund’s portfolio duration lengthened during the course of the year, it remained lower than the Index, helping the Fund to outperform during the months in which the market experienced negative performance. Furthermore, performance was helped by credit selection within the 5-10 year duration bucket.

By contrast, performance was hurt by being underweight in the technology sector as well as credit selection in that industry. Additionally, holdings in the transportation (ex air and rail) and papers sectors acted as a drag on the Fund’s performance. Elsewhere, below-Index exposure to the food and drug retail sector and the cable/satellite TV group, as well as credit selection in the auto sector, detracted from results.

See Endnotes and Additional Disclosures in this report.

Eaton Vance

High Income Opportunities Fund

October 31, 2011

Performance^2,3

Portfolio Managers Michael W. Weilheimer, CFA; Thomas P. Huggins


												Since
% Average Annual Total Returns	Inception Date		1 Year			5 Years			10 Years			Inception

Class A at NAV		3/11/2004		5.73	%		5.42	%		—			6.45	%
Class A at 4.75% Maximum Sales Charge		—		0.67			4.41			—			5.78
Class B at NAV		8/19/1986		4.71			4.62			7.43			—
Class B at 5% Maximum Sales Charge		—		–0.18			4.35			7.43			—
Class C at NAV		6/8/1994		4.96			4.63			7.42			—
Class C at 1% Maximum Sales Charge		—		3.98			4.63			7.42			—
Class I at NAV		10/1/2009		5.76			—			—			12.96
BofA Merrill Lynch U.S. High Yield Index		—		4.85	%		7.86	%		8.85	%		—
BofA Merrill Lynch U.S. High Yield Constrained Index		—		4.85			8.05			9.00			—


Total Annual Operating Expense Ratios⁴	Class A			Class B			Class C			Class I

		1.04	%		1.79	%		1.79	%		0.79	%

Growth of $10,000

This graph shows the change in value of a hypothetical investment of $10,000 in Class B of the Fund for the period indicated. For comparison, the same investment is shown in the indicated index.


					With Maximum
	Period Beginning		At NAV		Sales Charge

Class A		3/11/04	$	16,128	$	15,365

Class C		10/31/01	$	20,468		N.A.

Class I		10/1/09	$	12,892		N.A.

See Endnotes and Additional Disclosures in this report.

Eaton Vance

High Income Opportunities Fund

October 31, 2011

Fund Profile⁵

Credit Quality (% of bond holdings)⁶

See Endnotes and Additional Disclosures in this report.

Eaton Vance

High Income Opportunities Fund

October 31, 2011

Endnotes and Additional Disclosures


¹		The views expressed in this report are those of portfolio manager(s) and are current only through the date stated at the top of this page. These views are subject to change at any time based upon market or other conditions, and Eaton Vance and the Fund(s) disclaim any responsibility to update such views. These views may not be relied upon as investment advice and, because investment decisions are based on many factors, may not be relied upon as an indication of trading intent on behalf of any Eaton Vance fund. This commentary may contain statements that are not historical facts, referred to as forward looking statements. The Fund’s actual future results may differ significantly from those stated in any forward looking statement, depending on factors such as changes in securities or financial markets or general economic conditions, the volume of sales and purchases of Fund shares, the continuation of investment advisory, administrative and service contracts, and other risks discussed from time to time in the Fund’s filings with the Securities and Exchange Commission.

²		BofA Merrill Lynch U.S. High Yield Index is an unmanaged index of below-investment grade U.S. corporate bonds. BofA Merrill Lynch U.S. High Yield Constrained Index is an unmanaged index of below-investment grade U.S. corporate bonds, with issuer exposure capped at 2%. Index returns do not reflect the effect of any applicable sales charges, commissions, expenses, taxes or leverage, as applicable. It is not possible to invest directly in an index.

³		Total Returns at NAV do not include applicable sales charges. If sales charges were deducted, the returns would be lower. Total Returns shown with maximum sales charge reflect the stated maximum sales charge. Unless otherwise stated, performance does not reflect the deduction of taxes on Fund distributions or redemptions of Fund shares.

⁴		Source: Fund prospectus.

⁵		Fund invests in an affiliated investment company (Portfolio) with the same objective(s) and policies as the Fund. References to investments are to the Portfolio’s holdings.

⁶		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.

		Fund profile subject to change due to active management.

Eaton Vance

High Income Opportunities Fund

October 31, 2011

Fund Expenses


	Beginning		Ending		Expenses Paid		Annualized
	Account Value		Account Value		During Period*		Expense
	(5/1/11)		(10/31/11)		(5/1/11 – 10/31/11)		Ratio


Actual
Class A	$	1,000.00	$	985.20	$	4.85		0.97	%
Class B	$	1,000.00	$	979.30	$	8.58		1.72	%
Class C	$	1,000.00	$	981.40	$	8.59		1.72	%
Class I	$	1,000.00	$	986.50	$	3.61		0.72	%





Hypothetical
(5% return per year before expenses)
Class A	$	1,000.00	$	1,020.30	$	4.94		0.97	%
Class B	$	1,000.00	$	1,016.50	$	8.74		1.72	%
Class C	$	1,000.00	$	1,016.50	$	8.74		1.72	%
Class I	$	1,000.00	$	1,021.60	$	3.67		0.72	%


*		Expenses are equal to the Fund’s annualized expense ratio for the indicated Class, 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, 2011. The Example reflects the expenses of both the Fund and the Portfolio.

Eaton Vance

High Income Opportunities Fund

October 31, 2011

Statement of Assets and Liabilities


Assets	October 31, 2011

Investment in High Income Opportunities Portfolio, at value (identified cost, $482,773,191)	$	476,858,650
Receivable for Fund shares sold		286,304


Total assets	$	477,144,954





Liabilities

Payable for Fund shares redeemed	$	1,858,018
Distributions payable		1,070,225
Payable to affiliates:
Distribution and service fees		182,303
Trustees’ fees		42
Accrued expenses		122,964


Total liabilities	$	3,233,552


Net Assets	$	473,911,402





Sources of Net Assets

Paid-in capital	$	585,324,909
Accumulated net realized loss from Portfolio		(106,342,022	)
Accumulated undistributed net investment income		843,056
Net unrealized depreciation from Portfolio		(5,914,541	)


Total	$	473,911,402





Class A Shares

Net Assets	$	238,330,680
Shares Outstanding		55,715,163
Net Asset Value and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	4.28
Maximum Offering Price Per Share
(100 ¸ 95.25 of net asset value per share)	$	4.49





Class B Shares

Net Assets	$	40,912,561
Shares Outstanding		9,548,748
Net Asset Value and Offering Price Per Share*
(net assets ¸ shares of beneficial interest outstanding)	$	4.28





Class C Shares

Net Assets	$	121,128,041
Shares Outstanding		28,313,868
Net Asset Value and Offering Price Per Share*
(net assets ¸ shares of beneficial interest outstanding)	$	4.28





Class I Shares

Net Assets	$	73,540,120
Shares Outstanding		17,175,332
Net Asset Value, Offering Price and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	4.28

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.

See Notes to Financial Statements.

Eaton Vance

High Income Opportunities Fund

October 31, 2011

Statement of Operations


	Year Ended
Investment Income	October 31, 2011

Interest and other income allocated from Portfolio	$	40,344,464
Dividends allocated from Portfolio (net of foreign taxes, $1,993)		710,029
Expenses allocated from Portfolio		(2,991,891	)


Total investment income from Portfolio	$	38,062,602





Expenses

Distribution and service fees
Class A	$	632,336
Class B		492,785
Class C		1,269,675
Trustees’ fees and expenses		500
Custodian fee		37,355
Transfer and dividend disbursing agent fees		428,425
Legal and accounting services		25,981
Printing and postage		82,996
Registration fees		80,353
Miscellaneous		15,419


Total expenses	$	3,065,825



Net investment income	$	34,996,777





Realized and Unrealized Gain (Loss) from Portfolio

Net realized gain (loss) —
Investment transactions	$	(19,838,190	)
Securities sold short		(186,561	)
Swap contracts		(43,780	)


Net realized loss	$	(20,068,531	)


Change in unrealized appreciation (depreciation) —
Investments	$	11,879,248
Swap contracts		(556,209	)


Net change in unrealized appreciation (depreciation)	$	11,323,039



Net realized and unrealized loss	$	(8,745,492	)



Net increase in net assets from operations	$	26,251,285

See Notes to Financial Statements.

Eaton Vance

High Income Opportunities Fund

October 31, 2011

Statements of Changes in Net Assets


	Year Ended October 31,

Increase (Decrease) in Net Assets	2011			2010

From operations —
Net investment income	$	34,996,777		$	34,879,925
Net realized gain (loss) from investment transactions, securities sold short and swap contracts		(20,068,531	)		1,785,051
Net change in unrealized appreciation (depreciation) from investments and swap contracts		11,323,039			38,866,773


Net increase in net assets from operations	$	26,251,285		$	75,531,749


Distributions to shareholders —
From net investment income
Class A	$	(19,463,539	)	$	(22,984,576	)
Class B		(3,427,871	)		(5,389,253	)
Class C		(8,807,118	)		(10,032,205	)
Class I		(5,176,910	)		(213,972	)


Total distributions to shareholders	$	(36,875,438	)	$	(38,620,006	)


Transactions in shares of beneficial interest —
Proceeds from sale of shares
Class A	$	31,008,217		$	42,181,680
Class B		6,334,162			6,602,128
Class C		19,582,302			19,491,781
Class I		32,545,106			58,308,273
Net asset value of shares issued to shareholders in payment of distributions declared
Class A		12,585,386			13,009,694
Class B		2,030,003			2,806,517
Class C		4,880,818			4,774,171
Class I		634,836			22,927
Cost of shares redeemed
Class A		(78,054,425	)		(68,058,863	)
Class B		(10,005,394	)		(12,579,905	)
Class C		(25,761,310	)		(24,786,220	)
Class I		(16,930,195	)		(779,728	)
Net asset value of shares exchanged
Class A		13,763,905			17,243,476
Class B		(13,763,905	)		(17,243,476	)
Redemption fees		11,566			14,816


Net increase (decrease) in net assets from Fund share transactions	$	(21,138,928	)	$	41,007,271



Net increase (decrease) in net assets	$	(31,763,081	)	$	77,919,014





Net Assets

At beginning of year	$	505,674,483		$	427,755,469


At end of year	$	473,911,402		$	505,674,483





Accumulated undistributed net investment income included in net assets

At end of year	$	843,056		$	1,149,840

See Notes to Financial Statements.

Eaton Vance

High Income Opportunities Fund

October 31, 2011

Financial Highlights


	Class A

	Year Ended October 31,

	2011			2010			2009			2008			2007

Net asset value — Beginning of year	$	4.370		$	4.020		$	3.310		$	5.130		$	5.230





Income (Loss) From Operations

Net investment income⁽¹⁾	$	0.320		$	0.346		$	0.365		$	0.419		$	0.418
Net realized and unrealized gain (loss)		(0.074	)		0.385			0.763			(1.823	)		(0.105	)


Total income (loss) from operations	$	0.246		$	0.731		$	1.128		$	(1.404	)	$	0.313





Less Distributions

From net investment income	$	(0.336	)	$	(0.381	)	$	(0.418	)	$	(0.416	)	$	(0.413	)
Tax return of capital		–			–			–			(0.000	)⁽²⁾		–


Total distributions	$	(0.336	)	$	(0.381	)	$	(0.418	)	$	(0.416	)	$	(0.413	)



Redemption fees⁽¹⁾⁽²⁾	$	0.000		$	0.000		$	0.000		$	0.000		$	0.000



Net asset value — End of year	$	4.280		$	4.370		$	4.020		$	3.310		$	5.130



Total Return⁽³⁾		5.73	%		19.05	%		37.83	%		(29.26	)%		6.11	%





Ratios/Supplemental Data

Net assets, end of year (000’s omitted)	$	238,331		$	264,259		$	238,485		$	161,603		$	254,508
Ratios (as a percentage of average daily net assets):
Expenses⁽⁴⁾⁽⁵⁾		0.99	%		1.04	%		1.27	%		1.11	%		1.04	%
Net investment income		7.32	%		8.30	%		10.93	%		9.06	%		7.98	%
Portfolio Turnover of the Portfolio		78	%		79	%		72	%		48	%		81	%


⁽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

October 31, 2011

Financial Highlights — continued


	Class B

	Year Ended October 31,

	2011			2010			2009			2008			2007

Net asset value — Beginning of year	$	4.380		$	4.030		$	3.300		$	5.120		$	5.220





Income (Loss) From Operations

Net investment income⁽¹⁾	$	0.289		$	0.316		$	0.345		$	0.383		$	0.379
Net realized and unrealized gain (loss)		(0.085	)		0.385			0.773			(1.826	)		(0.107	)


Total income (loss) from operations	$	0.204		$	0.701		$	1.118		$	(1.443	)	$	0.272





Less Distributions

From net investment income	$	(0.304	)	$	(0.351	)	$	(0.388	)	$	(0.377	)	$	(0.372	)
Tax return of capital		–			–			–			(0.000	)⁽²⁾		–


Total distributions	$	(0.304	)	$	(0.351	)	$	(0.388	)	$	(0.377	)	$	(0.372	)



Redemption fees⁽¹⁾⁽²⁾	$	0.000		$	0.000		$	0.000		$	0.000		$	0.000



Net asset value — End of year	$	4.280		$	4.380		$	4.030		$	3.300		$	5.120



Total Return⁽³⁾		4.71	%		18.17	%		37.31	%		(29.93	)%		5.30	%





Ratios/Supplemental Data

Net assets, end of year (000’s omitted)	$	40,913		$	57,156		$	72,245		$	89,480		$	221,436
Ratios (as a percentage of average daily net assets):
Expenses⁽⁴⁾⁽⁵⁾		1.74	%		1.79	%		2.02	%		1.86	%		1.78	%
Net investment income		6.58	%		7.58	%		10.56	%		8.23	%		7.23	%
Portfolio Turnover of the Portfolio		78	%		79	%		72	%		48	%		81	%


⁽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

October 31, 2011

Financial Highlights — continued


	Class C

	Year Ended October 31,

	2011			2010			2009			2008			2007

Net asset value — Beginning of year	$	4.370		$	4.020		$	3.300		$	5.110		$	5.220





Income (Loss) From Operations

Net investment income⁽¹⁾	$	0.287		$	0.315		$	0.341		$	0.383		$	0.378
Net realized and unrealized gain (loss)		(0.073	)		0.386			0.767			(1.816	)		(0.116	)


Total income (loss) from operations	$	0.214		$	0.701		$	1.108		$	(1.433	)	$	0.262





Less Distributions

From net investment income	$	(0.304	)	$	(0.351	)	$	(0.388	)	$	(0.377	)	$	(0.372	)
Tax return of capital		–			–			–			(0.000	)⁽²⁾		–


Total distributions	$	(0.304	)	$	(0.351	)	$	(0.388	)	$	(0.377	)	$	(0.372	)



Redemption fees⁽¹⁾⁽²⁾	$	0.000		$	0.000		$	0.000		$	0.000		$	0.000



Net asset value — End of year	$	4.280		$	4.370		$	4.020		$	3.300		$	5.110



Total Return⁽³⁾		4.96	%		18.21	%		36.97	%		(29.79	)%		5.09	%





Ratios/Supplemental Data

Net assets, end of year (000’s omitted)	$	121,128		$	125,403		$	115,927		$	89,841		$	162,153
Ratios (as a percentage of average daily net assets):
Expenses⁽⁴⁾⁽⁵⁾		1.74	%		1.79	%		2.02	%		1.86	%		1.79	%
Net investment income		6.56	%		7.55	%		10.26	%		8.28	%		7.22	%
Portfolio Turnover of the Portfolio		78	%		79	%		72	%		48	%		81	%


⁽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

October 31, 2011

Financial Highlights — continued


	Class I

	Year Ended October 31,
							Period Ended
	2011			2010			October 31, 2009⁽¹⁾

Net asset value — Beginning of period	$	4.380		$	4.020		$	3.980





Income (Loss) From Operations

Net investment income⁽²⁾	$	0.331		$	0.353		$	0.019
Net realized and unrealized gain (loss)		(0.083	)		0.398			0.057


Total income from operations	$	0.248		$	0.751		$	0.076





Less Distributions

From net investment income	$	(0.348	)	$	(0.391	)	$	(0.036	)


Total distributions	$	(0.348	)	$	(0.391	)	$	(0.036	)



Redemption fees⁽²⁾	$	0.000	⁽³⁾	$	0.000	⁽³⁾	$	–



Net asset value — End of period	$	4.280		$	4.380		$	4.020



Total Return⁽⁴⁾		5.76	%		19.60	%		1.92	%⁽⁵⁾





Ratios/Supplemental Data

Net assets, end of period (000’s omitted)	$	73,540		$	58,856		$	1,099
Ratios (as a percentage of average daily net assets):
Expenses⁽⁶⁾⁽⁷⁾		0.74	%		0.79	%		1.02	%⁽⁸⁾
Net investment income		7.55	%		8.43	%		11.17	%⁽⁸⁾
Portfolio Turnover of the Portfolio		78	%		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

October 31, 2011

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. Beginning on January 1, 2012, Class B shares are only available for purchase upon exchange from another Eaton Vance fund or through reinvestment of distributions. 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 (55.0% at October 31, 2011). 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, 2011, the Fund, for federal income tax purposes, had a capital loss carryforward of $93,999,387 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), October 31, 2017 ($42,283,452) and October 31, 2019 ($18,548,011). In addition, such capital loss carryforward cannot be utilized prior to the utilization of new capital losses, if any, created after October 31, 2011.

Eaton Vance

High Income Opportunities Fund

October 31, 2011

Notes to Financial Statements — continued

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 was assessed and retained by the Fund for the benefit of the remaining shareholders. The redemption fee was accounted for as an addition to paid-in capital. Effective January 1, 2011, Class A and Class I shares are no longer subject to a redemption fee.

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, 2011 and October 31, 2010 was as follows:


	Year Ended October 31,

	2011		2010


Distributions declared from:
Ordinary income	$	36,875,438	$	38,620,006

During the year ended October 31, 2011, accumulated undistributed net investment income was increased by $1,571,877, accumulated net realized loss was increased by $1,587,375 and paid-in capital was increased by $15,498 due to differences between book and tax accounting, primarily for swap contracts, premium amortization, investments in partnerships, paydown gain (loss) 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, 2011, the components of distributable earnings (accumulated losses) and unrealized appreciation (depreciation) on a tax basis were as follows:





Undistributed ordinary income	$	2,422,805
Capital loss carryforward	$	(93,999,387	)
Net unrealized depreciation	$	(18,766,700	)
Other temporary differences	$	(1,070,225	)

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, investments in partnerships, the timing of recognizing distributions to shareholders, defaulted bond interest and partnership allocations.

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 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, 2011, EVM earned $21,729 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 $69,207 as its portion of the sales charge on sales of Class A shares for the year ended October 31, 2011. 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).

Eaton Vance

High Income Opportunities Fund

October 31, 2011

Notes to Financial Statements — continued

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. Pursuant to the Class A Plan, the Fund pays 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, 2011 amounted to $632,336 for Class A shares. The Fund also has in effect distribution plans for Class B shares (Class B Plan) and Class C shares (Class C Plan) pursuant to Rule 12b-1 under the 1940 Act. Pursuant to the Class B and Class C Plans, the Fund pays 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, 2011, the Fund paid or accrued to EVD $369,589 and $952,256 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, 2011, the amounts of Uncovered Distribution Charges of EVD calculated under the Class B and Class C Plans were approximately $24,522,000 and $53,085,000, respectively.

Pursuant to the Class B and Class C Plans, the Fund also makes 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 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, 2011 amounted to $123,196 and $317,419 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, 2011, the Fund was informed that EVD received approximately $2,000, $96,000 and $7,000 of CDSCs paid by Class A, Class B and Class C shareholders, respectively.

6 Investment Transactions

For the year ended October 31, 2011, increases and decreases in the Fund’s investment in the Portfolio aggregated $81,912,056 and $87,826,498, respectively.

Eaton Vance

High Income Opportunities Fund

October 31, 2011

Notes to Financial Statements — continued

7 Shares of Beneficial Interest


	Year Ended October 31,

Class A	2011			2010


Sales		7,071,920			10,142,843
Issued to shareholders electing to receive payments of distributions in Fund shares		2,876,910			3,111,988
Redemptions		(17,782,503	)		(16,248,873	)
Exchange from Class B shares		3,134,854			4,118,357



Net increase (decrease)		(4,698,819	)		1,124,315





	Year Ended October 31,

Class B	2011			2010


Sales		1,449,362			1,580,952
Issued to shareholders electing to receive payments of distributions in Fund shares		463,285			671,695
Redemptions		(2,281,816	)		(3,041,203	)
Exchange to Class A shares		(3,128,458	)		(4,106,983	)



Net decrease		(3,497,627	)		(4,895,539	)





	Year Ended October 31,

Class C	2011			2010


Sales		4,443,358			4,662,203
Issued to shareholders electing to receive payments of distributions in Fund shares		1,116,773			1,142,592
Redemptions		(5,911,865	)		(5,952,396	)



Net decrease		(351,734	)		(147,601	)





	Year Ended October 31,

Class I	2011			2010


Sales		7,428,164			13,344,162
Issued to shareholders electing to receive payments of distributions in Fund shares		145,854			5,396
Redemptions		(3,836,757	)		(184,673	)



Net increase		3,737,261			13,164,885

For the years ended October 31, 2011 and October 31, 2010, the Fund received $11,566 and $14,816, respectively, in redemption fees.

Eaton Vance

High Income Opportunities Fund

October 31, 2011

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, 2011, 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, such 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, 2011, 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, 2011

Eaton Vance

High Income Opportunities Fund

October 31, 2011

Federal Tax Information (Unaudited)

Qualified Dividend Income. The Fund designates approximately $712,022 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 2011 ordinary income dividends, 1.71% qualifies for the corporate dividends received deduction.

High Income Opportunities Portfolio

October 31, 2011

Portfolio of Investments


Corporate Bonds & Notes — 83.9%

	Principal Amount
Security	(000’s omitted)		Value



Aerospace — 0.4%

Alliant Techsystems, Inc., 6.875%, 9/15/20	$	690	$	712,425
Huntington Ingalls Industries, Inc., 6.875%, 3/15/18⁽¹⁾		770		779,625
Huntington Ingalls Industries, Inc., 7.125%, 3/15/21⁽¹⁾		1,915		1,948,513


			$	3,440,563




Aerospace and Defense — 0.6%

TransDigm, Inc., 7.75%, 12/15/18	$	4,660	$	5,079,400


			$	5,079,400




Air Transportation — 0.2%

American Airlines, Inc., Sr. Notes, 7.50%, 3/15/16⁽¹⁾	$	2,445	$	2,066,025


			$	2,066,025




Automotive — 0.5%

Chrysler Group, LLC, Sr. Notes, 8.25%, 6/15/21⁽¹⁾	$	1,815	$	1,669,800
Pinafore, LLC/Pinafore, Inc., Sr. Notes, 9.00%, 10/1/18⁽¹⁾		2,558		2,801,010


			$	4,470,810




Automotive & Auto Parts — 3.3%

Accuride Corp., Sr. Notes, 9.50%, 8/1/18	$	1,340	$	1,316,550
Affinia Group, Inc., Sr. Notes, 10.75%, 8/15/16⁽¹⁾		1,274		1,375,920
Allison Transmission, Inc., 7.125%, 5/15/19⁽¹⁾		1,065		1,038,375
American Axle & Manufacturing Holdings, Inc., Sr. Notes, 9.25%, 1/15/17⁽¹⁾		3,456		3,784,320
Commercial Vehicle Group, Inc., Sr. Notes, 7.875%, 4/15/19⁽¹⁾		1,095		1,073,100
Ford Motor Credit Co., LLC, Sr. Notes, 5.75%, 2/1/21		2,390		2,560,039
Ford Motor Credit Co., LLC, Sr. Notes, 8.00%, 12/15/16		4,120		4,773,436
Ford Motor Credit Co., LLC, Sr. Notes, 8.125%, 1/15/20		1,380		1,684,261
Ford Motor Credit Co., LLC, Sr. Notes, 12.00%, 5/15/15		1,305		1,649,143
General Motors Financial Co., Inc., 6.75%, 6/1/18⁽¹⁾		1,375		1,397,452
Goodyear Tire & Rubber Co. (The), Sr. Notes, 10.50%, 5/15/16		884		985,660
Lear Corp., 7.875%, 3/15/18		545		589,963
Meritor, Inc., 8.125%, 9/15/15		30		28,500
Meritor, Inc., 10.625%, 3/15/18		1,235		1,281,313
Navistar International Corp., 8.25%, 11/1/21		1,805		1,971,962
Tower Automotive Holdings USA, LLC/TA Holding Finance, Inc., Sr. Notes, 10.625%, 9/1/17⁽¹⁾		2,706		2,800,710
Visteon Corp., Sr. Notes, 6.75%, 4/15/19⁽¹⁾		685		667,875


			$	28,978,579




Banks and Thrifts — 1.1%

Ally Financial, Inc., 8.00%, 11/1/31	$	3,955	$	3,964,888
Ally Financial, Inc., 8.30%, 2/12/15		4,075		4,288,937
Bank of America, N.A., 5.30%, 3/15/17		1,730		1,658,480


			$	9,912,305




Broadcasting — 0.9%

AMC Networks, Inc., 7.75%, 7/15/21⁽¹⁾	$	1,100	$	1,199,000
Crown Media Holdings, Inc., 10.50%, 7/15/19⁽¹⁾		945		987,525
Cumulus Media, Inc., Sr. Notes, 7.75%, 5/1/19⁽¹⁾		1,370		1,267,250
XM Satellite Radio Holdings, Inc., 13.00%, 8/1/14⁽¹⁾		3,575		4,084,437


			$	7,538,212




Building Materials — 0.6%

Building Materials Corp. of America, Sr. Notes, 6.75%, 5/1/21⁽¹⁾	$	4,030	$	4,191,200
Interface, Inc., Sr. Notes, 7.625%, 12/1/18		1,265		1,331,412


			$	5,522,612




Cable / Satellite TV — 1.3%

Bresnan Broadband Holdings, LLC, 8.00%, 12/15/18⁽¹⁾	$	415	$	431,600
Cablevision Systems Corp., Sr. Notes, 7.75%, 4/15/18		790		829,500
Cablevision Systems Corp., Sr. Notes, 8.625%, 9/15/17		2,020		2,201,800
CCO Holdings, LLC/CCO Capital Corp., 7.00%, 1/15/19		420		437,850
CCO Holdings, LLC/CCO Capital Corp., 7.875%, 4/30/18		1,180		1,262,600
CCO Holdings, LLC/CCO Capital Corp., 8.125%, 4/30/20		125		135,937
CSC Holdings, LLC, Sr. Notes, 6.75%, 11/15/21⁽¹⁾		2,580		2,580,000
Mediacom Broadband Corp., Sr. Notes, 8.50%, 10/15/15		3,015		3,120,525


			$	10,999,812




Capital Goods — 1.3%

American Railcar Industry, Sr. Notes, 7.50%, 3/1/14	$	1,620	$	1,636,200
Amsted Industries, Inc., Sr. Notes, 8.125%, 3/15/18⁽¹⁾		2,890		3,063,400
Manitowoc Co., Inc. (The), 8.50%, 11/1/20		830		867,350
Manitowoc Co., Inc. (The), 9.50%, 2/15/18		740		795,500

See Notes to Financial Statements.

High Income Opportunities Portfolio

October 31, 2011

Portfolio of Investments — continued


	Principal Amount
Security	(000’s omitted)		Value


Capital Goods (continued)


RBS Global & Rexnord Corp., 11.75%, 8/1/16	$	1,870	$	1,982,200
Terex Corp., Sr. Notes, 10.875%, 6/1/16		2,555		2,848,825


			$	11,193,475




Chemicals — 3.0%

Celanese US Holdings, LLC, 5.875%, 6/15/21	$	960	$	1,021,200
Celanese US Holdings, LLC, 6.625%, 10/15/18		805		873,425
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		2,379,150
Chemtura Corp., 7.875%, 9/1/18		1,855		1,961,662
Hexion US Finance Corp./Hexion Nova Scotia Finance, ULC, 9.00%, 11/15/20		935		820,463
INEOS Finance PLC, Sr. Notes, 9.00%, 5/15/15⁽¹⁾		2,475		2,555,437
INEOS Group Holdings PLC, Sr. Sub. Notes, 8.50%, 2/15/16⁽¹⁾		1,900		1,615,000
Koppers, Inc., 7.875%, 12/1/19		315		333,900
Kraton Polymers LLC, Sr. Notes, 6.75%, 3/1/19		675		654,750
Lyondell Chemical Co., Sr. Notes, 11.00%, 5/1/18		2,655		2,970,281
Nova Chemicals Corp., Sr. Notes, 8.375%, 11/1/16		1,610		1,781,062
Polymer Group, Inc., Sr. Notes, 7.75%, 2/1/19⁽¹⁾		1,870		1,949,475
PolyOne Corp., Sr. Notes, 7.375%, 9/15/20		535		541,688
Polypore International, Inc., 7.50%, 11/15/17		660		676,500
Solutia, Inc., 8.75%, 11/1/17		1,420		1,553,125
Vertellus Specialties, Inc., Sr. Notes, 9.375%, 10/1/15⁽¹⁾		1,085		990,063


			$	25,807,631




Consumer Products — 2.5%

ACCO Brands Corp., Sr. Notes, 10.625%, 3/15/15	$	1,920	$	2,126,400
Amscan Holdings, Inc., Sr. Sub. Notes, 8.75%, 5/1/14		7,760		7,837,600
NBTY, Inc., 9.00%, 10/1/18		1,100		1,186,625
Revlon Consumer Products Corp., 9.75%, 11/15/15		3,560		3,835,900
Scotts Miracle-Gro Co. (The), 7.25%, 1/15/18		550		577,500
Sealy Mattress Co., Sr. Notes, 10.875%, 4/15/16⁽¹⁾		2,220		2,447,550
Spectrum Brands Holdings, Inc., (PIK), 12.00%, 8/28/19		3,060		3,388,950


			$	21,400,525




Containers — 1.6%

BWAY Holding Co., 10.00%, 6/15/18	$	550	$	566,500
Reynolds Group Holdings, Inc., 9.00%, 5/15/18⁽¹⁾⁽²⁾		415		403,587
Reynolds Group Holdings, Inc., Sr. Notes, 6.875%, 2/15/21⁽¹⁾		3,905		3,963,575
Reynolds Group Holdings, Inc., Sr. Notes, 7.125%, 4/15/19⁽¹⁾		2,290		2,347,250
Reynolds Group Holdings, Inc., Sr. Notes, 8.75%, 10/15/16⁽¹⁾		1,960		2,070,250
Reynolds Group Holdings, Inc., Sr. Notes, 9.00%, 4/15/19⁽¹⁾		1,030		999,100
Reynolds Group Holdings, Inc., Sr. Notes, 9.875%, 8/15/19⁽¹⁾		660		663,300
Sealed Air Corp., Sr. Notes, 8.375%, 9/15/21⁽¹⁾		2,595		2,815,575


			$	13,829,137




Diversified Financial Services — 3.3%

AWAS Aviation Capital, Ltd., Sr. Notes, 7.00%, 10/17/16⁽¹⁾	$	2,102	$	2,101,800
CIT Group, Inc., 7.00%, 5/1/15		2,000		2,002,500
CIT Group, Inc., Sr. Notes, 5.25%, 4/1/14⁽¹⁾		2,605		2,605,000
CIT Group, Inc., Sr. Notes, 7.00%, 5/1/17		4,900		4,906,125
E*Trade Financial Corp., Sr. Notes, (PIK), 12.50%, 11/30/17		3,740		4,329,050
International Lease Finance Corp., Sr. Notes, 5.875%, 5/1/13		640		640,000
International Lease Finance Corp., Sr. Notes, 6.25%, 5/15/19		2,085		1,970,256
International Lease Finance Corp., Sr. Notes, 8.25%, 12/15/20		1,565		1,623,688
International Lease Finance Corp., Sr. Notes, 8.75%, 3/15/17		1,230		1,299,495
International Lease Finance Corp., Sr. Notes, MTN, 5.65%, 6/1/14		3,100		2,991,500
TransUnion LLC/TransUnion Financing Corp., 11.375%, 6/15/18		3,775		4,218,562


			$	28,687,976




Diversified Media — 4.2%

Catalina Marketing Corp., 11.625%, 10/1/17⁽¹⁾	$	3,090	$	3,032,063
Catalina Marketing Corp., (PIK), 10.50%, 10/1/15⁽¹⁾		14,135		14,241,012
Checkout Holding Corp., Sr. Notes, 0.00%, 11/15/15⁽¹⁾		2,755		1,460,150
Clear Channel Worldwide Holdings, Inc., 9.25%, 12/15/17		1,515		1,651,350
LBI Media, Inc., Sr. Disc. Notes, 11.00%, 10/15/13		1,080		966,600
LBI Media, Inc., Sr. Notes, 9.25%, 4/15/19⁽¹⁾		1,860		1,729,800
MDC Partners, Inc., 11.00%, 11/1/16		3,635		3,953,062
Nielsen Finance, LLC, 11.50%, 5/1/16		1,216		1,401,440
Nielsen Finance, LLC, Sr. Notes, 11.625%, 2/1/14		143		165,165
WMG Acquisition Corp., Sr. Notes, 9.50%, 6/15/16⁽¹⁾		600		639,000
WMG Acquisition Corp., Sr. Notes, 9.50%, 6/15/16		2,990		3,184,350
WMG Acquisition Corp., Sr. Notes, 11.50%, 10/1/18⁽¹⁾		3,710		3,719,275


			$	36,143,267

See Notes to Financial Statements.

High Income Opportunities Portfolio

October 31, 2011

Portfolio of Investments — continued


	Principal Amount
Security	(000’s omitted)		Value


Energy — 8.7%

AmeriGas Partners LP/AmeriGas Finance Corp., Sr. Notes, 6.25%, 8/20/19	$	1,260	$	1,253,700
Antero Resources Finance Corp., Sr. Notes, 7.25%, 8/1/19⁽¹⁾		1,055		1,091,925
ATP Oil & Gas Corp., Sr. Notes, 11.875%, 5/1/15		4,560		3,807,600
Basic Energy Services, Inc., 7.75%, 2/15/19⁽¹⁾		680		683,400
Berry Petroleum Co., Sr. Notes, 10.25%, 6/1/14		1,905		2,166,938
Bill Barrett Corp., 7.625%, 10/1/19		1,660		1,759,600
Bill Barrett Corp., 9.875%, 7/15/16		385		427,350
Calfrac Holdings, LP, Sr. Notes, 7.50%, 12/1/20⁽¹⁾		825		796,125
Carrizo Oil & Gas, Inc., 8.625%, 10/15/18		4,800		4,896,000
CHC Helicopter SA, Sr. Notes, 9.25%, 10/15/20⁽¹⁾		4,105		3,715,025
Chesapeake Oilfield Operating, LLC/Chesapeake Oilfield Finance, Inc., 6.625%, 11/15/19⁽¹⁾		1,025		1,055,750
Coffeyville Resources, LLC/Coffeyville Finance, Inc., Sr. Notes, 9.00%, 4/1/15⁽¹⁾		2,286		2,474,595
Concho Resources, Inc., 6.50%, 1/15/22		1,340		1,413,700
Concho Resources, Inc., Sr. Notes, 7.00%, 1/15/21		1,585		1,719,725
Continental Resources, Inc., 7.125%, 4/1/21		670		726,950
Continental Resources, Inc., 7.375%, 10/1/20		280		305,200
Denbury Resources, Inc., 8.25%, 2/15/20		1,639		1,819,290
Denbury Resources, Inc., Sr. Sub. Notes, 9.75%, 3/1/16		3,050		3,393,125
Frac Tech Services, LLC/Frac Tech Finance, Inc., 7.625%, 11/15/18⁽¹⁾		4,000		4,200,000
Frontier Oil Corp., 6.875%, 11/15/18		530		543,250
GMX Resources, Inc., 11.375%, 2/15/19⁽¹⁾		1,060		768,500
Harvest Operations Corp., 6.875%, 10/1/17⁽¹⁾		800		830,000
Holly Corp., 9.875%, 6/15/17		1,710		1,881,000
Oasis Petroleum, Inc., 6.50%, 11/1/21		890		896,675
OGX Petroleo E Gas Participacoes SA, 8.50%, 6/1/18⁽¹⁾		4,740		4,740,000
Oil States International, Inc., 6.50%, 6/1/19		3,335		3,510,088
Petroleum Development Corp., Sr. Notes, 12.00%, 2/15/18		1,570		1,711,300
Petroplus Finance, Ltd., 7.00%, 5/1/17⁽¹⁾		1,480		1,132,200
Petroplus Finance, Ltd., Sr. Notes, 9.375%, 9/15/19⁽¹⁾		1,465		1,164,675
Precision Drilling Corp., 6.625%, 11/15/20		1,000		1,067,500
Precision Drilling Corp., Sr. Notes, 6.50%, 12/15/21⁽¹⁾		2,210		2,342,600
Quicksilver Resources, Inc., Sr. Notes, 11.75%, 1/1/16		2,720		3,087,200
Range Resources Corp., 6.75%, 8/1/20		1,580		1,761,700
Rosetta Resources, Inc., 9.50%, 4/15/18		1,015		1,115,231
SESI, LLC, 6.375%, 5/1/19⁽¹⁾		3,445		3,531,125
SESI, LLC, Sr. Notes, 6.875%, 6/1/14		700		703,500
Venoco, Inc., 11.50%, 10/1/17		540		564,300
Venoco, Inc., Sr. Notes, 8.875%, 2/15/19		3,745		3,529,662
W&T Offshore, Inc., Sr. Notes, 8.50%, 6/15/19⁽¹⁾		2,735		2,803,375


			$	75,389,879




Entertainment / Film — 0.7%

Cinemark USA, Inc., 7.375%, 6/15/21	$	695	$	696,738
NAI Entertainment Holdings, LLC, Sr. Notes, 8.25%, 12/15/17⁽¹⁾		825		872,437
Regal Cinemas Corp., 8.625%, 7/15/19		545		585,875
Regal Entertainment Group, 9.125%, 8/15/18		2,190		2,354,250
Ticketmaster Entertainment, Inc., 10.75%, 8/1/16		1,255		1,317,750


			$	5,827,050




Environmental — 0.3%

Casella Waste Systems, Inc., 7.75%, 2/15/19	$	405	$	390,825
Casella Waste Systems, Inc., Sr. Notes, 11.00%, 7/15/14		650		705,250
Clean Harbors, Inc., Sr. Notes, 7.625%, 8/15/16		1,025		1,089,063


			$	2,185,138




Food / Beverage / Tobacco — 1.0%

ASG Consolidated, LLC/ASG Finance, Inc., Sr. Notes, 15.00%, 5/15/17⁽¹⁾	$	1,866	$	1,811,883
ASG Consolidated, LLC/ASG Finance, Inc., Sr. Sub. Notes, 10.75%, 5/15/16⁽¹⁾		3,465		3,490,987
Michael Foods, Inc., 9.75%, 7/15/18		2,695		2,823,013
Pinnacle Foods Finance, LLC, 10.625%, 4/1/17		425		442,000


			$	8,567,883




Gaming — 6.1%

Buffalo Thunder Development Authority, 9.375%, 12/15/14⁽¹⁾⁽³⁾	$	5,755	$	2,043,025
CCM Merger, Inc., 8.00%, 8/1/13⁽¹⁾		890		849,950
Harrah’s Operating Co., Inc., 5.375%, 12/15/13		1,095		985,500
Harrah’s Operating Co., Inc., 5.625%, 6/1/15		7,630		5,226,550
Harrah’s Operating Co., Inc., 10.00%, 12/15/15		1,680		1,520,400
Harrah’s Operating Co., Inc., Sr. Notes, 10.00%, 12/15/18		670		508,363
Harrah’s Operating Co., Inc., Sr. Notes, 11.25%, 6/1/17		3,760		4,042,000
Harrah’s Operating Co., Inc., Sr. Notes, 12.75%, 4/15/18		4,385		3,880,725
Inn of the Mountain Gods Resort & Casino, Sr. Notes, 8.75%, 11/30/20⁽¹⁾		993		973,140
Inn of the Mountain Gods Resort & Casino, Sr. Notes, (PIK), 1.25%, 11/30/20⁽¹⁾		2,287		1,306,793

See Notes to Financial Statements.

High Income Opportunities Portfolio

October 31, 2011

Portfolio of Investments — continued


	Principal Amount
Security	(000’s omitted)		Value


Gaming (continued)


Mandalay Resort Group, 7.625%, 7/15/13	$	855	$	850,725
MCE Finance, Ltd., Sr. Notes, 10.25%, 5/15/18		2,100		2,215,500
MGM Resorts International, 6.75%, 4/1/13		2,985		2,981,269
MGM Resorts International, Sr. Notes, 9.00%, 3/15/20		680		754,800
MGM Resorts International, Sr. Notes, 10.375%, 5/15/14		1,305		1,461,600
MGM Resorts International, Sr. Notes, 11.125%, 11/15/17		1,350		1,539,000
Mohegan Tribal Gaming Authority, Sr. Sub. Notes, 6.875%, 2/15/15		2,930		1,486,975
Mohegan Tribal Gaming Authority, Sr. Sub. Notes, 7.125%, 8/15/14		2,760		1,476,600
Mohegan Tribal Gaming Authority, Sr. Sub. Notes, 8.00%, 4/1/12		2,765		1,873,287
Mohegan Tribal Gaming Authority, Sr. Sub. Notes, 11.50%, 11/1/17⁽¹⁾		1,620		1,518,750
Peninsula Gaming, LLC, 8.375%, 8/15/15		1,195		1,233,837
Peninsula Gaming, LLC, 10.75%, 8/15/17		2,880		2,980,800
SugarHouse HSP Gaming Property, LP/SugarHouse HSP Gaming Finance Corp., 8.625%, 4/15/16⁽¹⁾		745		769,213
Tunica-Biloxi Gaming Authority, Sr. Notes, 9.00%, 11/15/15⁽¹⁾		3,605		3,605,000
Waterford Gaming, LLC, Sr. Notes, 8.625%, 9/15/14⁽¹⁾⁽⁴⁾		3,776		2,176,260
Wynn Las Vegas, LLC/Wynn Las Vegas Capital Corp., 7.75%, 8/15/20		4,335		4,790,175


			$	53,050,237




Health Care — 6.4%

Accellent, Inc., Sr. Notes, 8.375%, 2/1/17	$	3,345	$	3,428,625
Alere, Inc., Sr. Notes, 7.875%, 2/1/16		1,050		1,044,750
American Renal Holdings, Sr. Notes, 8.375%, 5/15/18		550		577,500
AMGH Merger Sub, Inc., 9.25%, 11/1/18⁽¹⁾		1,530		1,598,850
Biomet, Inc., 11.625%, 10/15/17		8,115		8,885,925
Biomet, Inc., (PIK), 10.375%, 10/15/17		1,435		1,556,975
Capella Healthcare, Inc., 9.25%, 7/1/17⁽¹⁾		640		662,400
ConvaTec Healthcare E SA, Sr. Notes, 10.50%, 12/15/18⁽¹⁾		5,685		5,500,237
Emdeon, Inc., 11.00%, 12/31/19⁽¹⁾		640		668,800
Emergency Medical Services Corp., 8.125%, 6/1/19⁽¹⁾		3,640		3,658,200
Endo Pharmaceuticals Holdings, Inc., 7.00%, 7/15/19⁽¹⁾		1,305		1,415,925
Endo Pharmaceuticals Holdings, Inc., 7.00%, 12/15/20⁽¹⁾		1,200		1,290,000
Endo Pharmaceuticals Holdings, Inc., 7.25%, 1/15/22⁽¹⁾		555		600,788
HCA, Inc., 7.50%, 2/15/22		4,325		4,422,312
HCA, Inc., Sr. Notes, 9.875%, 2/15/17		1,427		1,566,133
Immucor, Inc., Sr. Notes, 11.125%, 8/15/19⁽¹⁾		1,175		1,222,000
inVentiv Health, Inc., Sr. Notes, 10.00%, 8/15/18⁽¹⁾		935		902,275
Kinetic Concepts, Inc./KCI USA, Inc., 10.50%, 11/1/18⁽¹⁾		2,575		2,610,406
Multiplan, Inc., 9.875%, 9/1/18⁽¹⁾		2,800		2,898,000
Patheon, Inc., Sr. Notes, 8.625%, 4/15/17⁽¹⁾		1,080		923,400
Res-Care, Inc., Sr. Notes, 10.75%, 1/15/19		2,375		2,434,375
Rotech Healthcare, Inc., 10.50%, 3/15/18		1,915		1,532,000
Stewart Enterprises, Inc., 6.50%, 4/15/19		545		536,825
STHI Holding Corp., 8.00%, 3/15/18⁽¹⁾		1,395		1,429,875
Teleflex, Inc., 6.875%, 6/1/19		545		566,800
Warner Chilcott Co., LLC, 7.75%, 9/15/18		3,255		3,409,613


			$	55,342,989




Homebuilders / Real Estate — 1.0%

CB Richard Ellis Service, Inc., 6.625%, 10/15/20	$	2,625	$	2,677,500
CB Richard Ellis Service, Inc., Sr. Sub. Notes, 11.625%, 6/15/17		5,470		6,358,875


			$	9,036,375




Insurance — 0.3%

Alliant Holdings I, Inc., 11.00%, 5/1/15⁽¹⁾	$	1,500	$	1,554,375
HUB International Holdings, Inc., Sr. Notes, 9.00%, 12/15/14⁽¹⁾		670		670,000
USI Holdings Corp., Sr. Notes, 4.161%, 11/15/14⁽¹⁾⁽⁵⁾		785		710,425


			$	2,934,800




Leisure — 1.1%

NCL Corp, Ltd., Sr. Notes, 11.75%, 11/15/16	$	2,615	$	3,020,325
Royal Caribbean Cruises, Sr. Notes, 6.875%, 12/1/13		110		115,225
Royal Caribbean Cruises, Sr. Notes, 7.00%, 6/15/13		1,750		1,841,875
Royal Caribbean Cruises, Sr. Notes, 7.25%, 6/15/16		535		569,775
Royal Caribbean Cruises, Sr. Notes, 7.25%, 3/15/18		1,355		1,415,975
Royal Caribbean Cruises, Sr. Notes, 11.875%, 7/15/15		575		685,687
Seven Seas Cruises, S. DE R.L., LLC, 9.125%, 5/15/19⁽¹⁾		960		984,000
Vail Resorts, Inc., Sr. Sub. Notes, 6.50%, 5/1/19⁽¹⁾		700		701,750


			$	9,334,612




Metals / Mining — 4.9%

Alpha Natural Resources, Inc., 6.00%, 6/1/19	$	2,730	$	2,723,175
Alpha Natural Resources, Inc., 6.25%, 6/1/21		2,060		2,044,550
Arch Coal, Inc., 7.00%, 6/15/19⁽¹⁾		2,720		2,828,800
Arch Coal, Inc., 7.25%, 10/1/20		925		964,312

See Notes to Financial Statements.

High Income Opportunities Portfolio

October 31, 2011

Portfolio of Investments — continued


	Principal Amount
Security	(000’s omitted)		Value


Metals / Mining (continued)


Arch Coal, Inc., 7.25%, 6/15/21⁽¹⁾	$	2,720	$	2,815,200
Arch Coal, Inc., Sr. Notes, 8.75%, 8/1/16		765		839,588
CII Carbon, LLC, 11.125%, 11/15/15⁽¹⁾		1,755		1,857,094
CII Carbon, LLC, Sr. Notes, 8.00%, 12/1/18⁽¹⁾		2,435		2,495,875
Cloud Peak Energy Resources, LLC/Cloud Peak Energy Finance Corp., 8.50%, 12/15/19		1,555		1,671,625
Consol Energy, Inc., 8.00%, 4/1/17		1,630		1,793,000
Consol Energy, Inc., 8.25%, 4/1/20		1,365		1,501,500
FMG Resources PTY, Ltd., Sr. Notes, 7.00%, 11/1/15⁽¹⁾		6,650		6,683,250
FMG Resources PTY, Ltd., Sr. Notes, 8.25%, 11/1/19⁽¹⁾		5,155		5,232,325
Novelis, Inc., 8.375%, 12/15/17		1,025		1,112,125
Novelis, Inc., 8.75%, 12/15/20		2,645		2,896,275
Quadra FNX Mining, Ltd., Sr. Notes, 7.75%, 6/15/19⁽¹⁾		3,720		3,627,000
SunCoke Energy, Inc., 7.625%, 8/1/19⁽¹⁾		1,315		1,334,725


			$	42,420,419




Paper — 1.8%

Boise Paper Holdings, LLC, 8.00%, 4/1/20	$	545	$	576,337
Boise Paper Holdings, LLC, 9.00%, 11/1/17		2,200		2,365,000
Domtar Corp., Sr. Notes, 10.75%, 6/1/17		2,300		2,898,000
Longview Fibre Paper & Packaging, Inc., Sr. Notes, 8.00%, 6/1/16⁽¹⁾		1,375		1,402,500
Sappi Papier Holdings GmbH, Sr. Notes, 6.625%, 4/15/21⁽¹⁾		3,735		3,417,525
Verso Paper Holdings, LLC/Verso Paper, Inc., 8.75%, 2/1/19		2,030		1,471,750
Verso Paper Holdings, LLC/Verso Paper, Inc., 11.375%, 8/1/16		4,915		3,661,675
Verso Paper Holdings, LLC/Verso Paper, Inc., Sr. Notes, 4.004%, 8/1/14⁽⁵⁾		245		182,525


			$	15,975,312




Railroad — 0.1%

Kansas City Southern Mexico, Sr. Notes, 6.125%, 6/15/21	$	755	$	792,750


			$	792,750




Restaurants — 0.6%

NPC International, Inc., Sr. Sub. Notes, 9.50%, 5/1/14	$	4,835	$	4,943,788


			$	4,943,788




Services — 5.4%

Abengoa Finance SAU, 8.875%, 11/1/17⁽¹⁾	$	4,060	$	4,120,900
AE Escrow Corp., 9.75%, 3/15/20⁽¹⁾		2,550		2,664,750
Aramark Holdings Corp., Sr. Notes, (PIK), 8.625%, 5/1/16⁽¹⁾		930		969,525
Avis Budget Car Rental, LLC/Avis Budget Finance, Inc., 9.625%, 3/15/18		2,990		3,139,500
Education Management, LLC, Sr. Notes, 8.75%, 6/1/14		1,905		1,895,475
Hertz Corp., 7.50%, 10/15/18		20		20,950
Laureate Education, Inc., 10.00%, 8/15/15⁽¹⁾		7,020		7,090,200
Laureate Education, Inc., 11.75%, 8/15/17⁽¹⁾		4,825		4,921,500
Laureate Education, Inc., (PIK), 10.25%, 8/15/15⁽¹⁾		12,478		12,664,941
RSC Equipment Rental, Inc., 10.25%, 11/15/19		1,330		1,463,000
RSC Equipment Rental, Inc., Sr. Notes, 10.00%, 7/15/17⁽¹⁾		3,540		3,964,800
Rural/Metro Corp., Sr. Notes, 10.125%, 7/15/19⁽¹⁾		1,140		1,122,900
Sitel, LLC/Sitel Finance Corp., Sr. Notes, 11.50%, 4/1/18		830		676,450
United Rentals North America, Inc., 10.875%, 6/15/16		2,095		2,377,825


			$	47,092,716




Steel — 0.2%

JMC Steel Group, Inc., Sr. Notes, 8.25%, 3/15/18⁽¹⁾	$	1,390	$	1,383,050
RathGibson, Inc., Sr. Notes, 11.25%, 2/15/14⁽³⁾⁽⁴⁾		5,225		523


			$	1,383,573




Super Retail — 5.6%

Academy, Ltd./Academy Finance Corp., 9.25%, 8/1/19⁽¹⁾	$	2,880	$	2,908,800
Express, LLC/Express Finance Corp., 8.75%, 3/1/18		6,260		6,745,150
Limited Brands, Inc., 6.625%, 4/1/21		5,170		5,454,350
Limited Brands, Inc., 8.50%, 6/15/19		3,620		4,235,400	��
Michaels Stores, Inc., 7.75%, 11/1/18		575		586,500
Michaels Stores, Inc., 11.375%, 11/1/16		1,175		1,230,824
Michaels Stores, Inc., (0.00% until 11/1/11), 13.00%, 11/1/16		895		955,413
Pantry, Inc., 7.75%, 2/15/14		1,005		1,007,513
PETCO Animal Supplies, Inc., 9.25%, 12/1/18⁽¹⁾		3,945		4,211,287
Sally Holdings, LLC, Sr. Notes, 10.50%, 11/15/16		9,550		10,111,062
Toys “R” Us, 10.75%, 7/15/17		5,500		6,132,500
Toys “R” Us, Sr. Notes, 7.375%, 9/1/16⁽¹⁾		1,760		1,795,200
Toys “R” Us, Sr. Notes, 7.875%, 4/15/13		3,310		3,384,475


			$	48,758,474




Technology — 2.8%

Advanced Micro Devices, Inc., 8.125%, 12/15/17	$	1,005	$	1,040,175
Advanced Micro Devices, Inc., Sr. Notes, 7.75%, 8/1/20		350		357,000

See Notes to Financial Statements.

High Income Opportunities Portfolio

October 31, 2011

Portfolio of Investments — continued


	Principal Amount
Security	(000’s omitted)		Value


Technology (continued)


Avaya, Inc., Sr. Notes, 9.75%, 11/1/15	$	2,460	$	2,189,400
Avaya, Inc., Sr. Notes, (PIK), 10.125%, 11/1/15		1,385		1,236,113
Brocade Communications Systems, Inc., Sr. Notes, 6.625%, 1/15/18		680		708,900
Brocade Communications Systems, Inc., Sr. Notes, 6.875%, 1/15/20		855		899,888
CommScope, Inc., Sr. Notes, 8.25%, 1/15/19⁽¹⁾		1,310		1,296,900
First Data Corp., (PIK), 10.55%, 9/24/15		2,217		2,141,024
Seagate HDD Cayman, 7.00%, 11/1/21⁽¹⁾		3,435		3,383,475
SSI Investments II, Sr. Notes, 11.125%, 6/1/18		3,905		4,139,300
SunGard Data Systems, Inc., Sr. Notes, 10.625%, 5/15/15		6,375		6,900,937


			$	24,293,112




Telecommunications — 6.5%

CenturyLink, Inc., Sr. Notes, 6.45%, 6/15/21	$	5,440	$	5,474,724
Digicel Group, Ltd., Sr. Notes, 8.25%, 9/1/17⁽¹⁾		3,255		3,352,650
Digicel Group, Ltd., Sr. Notes, 12.00%, 4/1/14⁽¹⁾		1,940		2,211,600
EH Holding Corp., Sr. Notes, 6.50%, 6/15/19⁽¹⁾		3,430		3,524,325
Equinix, Inc., Sr. Notes, 7.00%, 7/15/21		1,335		1,425,113
GCI, Inc., Sr. Notes, 6.75%, 6/1/21		685		673,013
Intelsat Bermuda, Ltd., 11.25%, 6/15/16		1,415		1,496,362
Intelsat Jackson Holdings, Ltd., 9.50%, 6/15/16		1,613		1,687,601
Intelsat Luxembourg SA, 11.50%, 2/4/17⁽¹⁾		4,140		4,150,350
Intelsat Luxembourg SA, (PIK), 11.50%, 2/4/17		1,461		1,464,433
Nextel Communications, Inc., Series E, 6.875%, 10/31/13		5,475		5,433,937
NII Capital Corp., 8.875%, 12/15/19		3,235		3,412,925
SBA Telecommunications, Inc., 8.00%, 8/15/16		1,145		1,236,600
SBA Telecommunications, Inc., 8.25%, 8/15/19		765		839,588
Sprint Nextel Corp., Sr. Notes, 6.00%, 12/1/16		3,185		2,786,875
Telesat Canada/Telesat, LLC, Sr. Notes, 11.00%, 11/1/15		4,980		5,440,650
Telesat Canada/Telesat, LLC, Sr. Sub. Notes, 12.50%, 11/1/17		4,060		4,552,275
Wind Acquisition Finance SA, Sr. Notes, (PIK), 12.25%, 7/15/17⁽¹⁾		5,177		4,550,429
Windstream Corp., 7.75%, 10/1/21		2,445		2,561,137


			$	56,274,587




Textiles / Apparel — 0.4%

Phillips-Van Heusen Corp., Sr. Notes, 7.75%, 11/15/23	$	2,950	$	3,096,232


			$	3,096,232




Transportation Ex Air / Rail — 1.1%

CEVA Group PLC, Sr. Notes, 8.375%, 12/1/17⁽¹⁾	$	4,135	$	3,876,562
CEVA Group PLC, Sr. Notes, 11.50%, 4/1/18⁽¹⁾		2,815		2,554,613
CEVA Group PLC, Sr. Notes, 11.625%, 10/1/16⁽¹⁾		2,065		2,095,975
CMA CGM SA, 8.50%, 4/15/17⁽¹⁾		3,095		1,392,750


			$	9,919,900




Utilities — 4.1%

AES Corp. (The), Sr. Notes, 7.375%, 7/1/21⁽¹⁾	$	1,375	$	1,478,125
Calpine Construction Finance Co. LP/CCFC Finance Corp., Sr. Notes, 8.00%, 6/1/16⁽¹⁾		3,315		3,547,050
Calpine Corp., Sr. Notes, 7.50%, 2/15/21⁽¹⁾		6,870		7,247,850
Dolphin Subsidiary II, Inc., Sr. Notes, 6.50%, 10/15/16⁽¹⁾		1,910		2,067,575
Dolphin Subsidiary II, Inc., Sr. Notes, 7.25%, 10/15/21⁽¹⁾		3,875		4,165,625
Dynegy Holdings, LLC, 7.625%, 10/15/26		3,205		1,939,025
Dynegy Holdings, LLC, Sr. Notes, 7.75%, 6/1/19		820		537,100
Edison Mission Energy, Sr. Notes, 7.50%, 6/15/13		2,025		1,954,125
GenOn Energy, Inc., Sr. Notes, 9.875%, 10/15/20		3,720		3,943,200
NRG Energy, Inc., 7.875%, 5/15/21⁽¹⁾		2,090		2,121,350
NRG Energy, Inc., 8.25%, 9/1/20		3,315		3,447,600
Reliant Energy, Inc., Sr. Notes, 7.625%, 6/15/14		370		379,250
TXU Texas Competitive Electric Holdings Co., LLC, Sr. Notes, 11.50%, 10/1/20⁽¹⁾		3,665		3,170,225


			$	35,998,100



Total Corporate Bonds & Notes
(identified cost $723,667,750)			$	727,688,255




Senior Floating-Rate Interests — 4.5%⁽⁶⁾

	Principal Amount
Borrower/Tranche Description	(000’s omitted)		Value



Automotive — 0.2%

Chrysler Group, LLC, Term Loan, 6.00%, Maturing 5/24/17	$	1,696	$	1,607,076


			$	1,607,076




Broadcasting — 1.1%

HIT Entertainment, Inc., Term Loan — Second Lien, 5.77%, Maturing 2/26/13	$	9,880	$	9,789,430


			$	9,789,430

See Notes to Financial Statements.

High Income Opportunities Portfolio

October 31, 2011

Portfolio of Investments — continued


	Principal Amount
Borrower/Tranche Description	(000’s omitted)		Value


Building Materials — 0.5%

Panolam Industries International, Inc., Term Loan, 8.25%, Maturing 12/31/13	$	3,124	$	2,849,240
Panolam Industries International, Inc., Term Loan — Second Lien, 10.00%, Maturing 6/30/14		1,422		1,227,020


			$	4,076,260




Consumer Products — 0.9%

Amscan Holdings, Inc., Term Loan, 6.75%, Maturing 12/4/17	$	3,861	$	3,809,120
Revlon Consumer Products Corp., Term Loan, 4.75%, Maturing 11/17/17		3,836		3,821,864


			$	7,630,984




Diversified Financial Services — 0.2%

First Data Corp., Term Loan, 2.99%, Maturing 9/24/14	$	1,596	$	1,478,930


			$	1,478,930




Food Service — 0.4%

Del Monte Foods Co., Term Loan, 4.50%, Maturing 3/8/18	$	3,392	$	3,315,191


			$	3,315,191




Gaming — 0.3%

Cannery Casino Resorts, LLC, Term Loan — Second Lien, 4.50%, Maturing 5/16/14	$	1,580	$	1,374,600
CCM Merger, Inc., Term Loan, 7.00%, Maturing 3/1/17		1,155		1,150,644


			$	2,525,244




Insurance — 0.3%

Asurion Corp., Term Loan — Second Lien, 9.00%, Maturing 5/24/19	$	2,300	$	2,268,375


			$	2,268,375




Transportation Ex Air / Rail — 0.2%

CEVA Group PLC, Term Loan, 5.37%, Maturing 8/31/16	$	590	$	549,600
CEVA Group PLC, Term Loan, 5.43%, Maturing 8/31/16		523		487,189
CEVA Group PLC, Term Loan, 5.43%, Maturing 8/31/16		1,170		1,090,385


			$	2,127,174




Utilities — 0.4%

TXU Texas Competitive Electric Holdings Co., LLC, Term Loan, 3.76%, Maturing 10/10/14	$	5,240	$	3,949,862


			$	3,949,862



Total Senior Floating-Rate Interests
(identified cost $40,291,596)			$	38,768,526




Convertible Bonds — 0.6%

	Principal Amount
Security	(000’s omitted)		Value



Automotive & Auto Parts — 0.4%

Ford Motor Co., 4.25%, 11/15/16	$	2,180	$	3,253,650


			$	3,253,650




Capital Goods — 0.2%

Greenbrier Cos., Inc., 3.50%, 4/1/18⁽¹⁾	$	1,810	$	1,529,450


			$	1,529,450



Total Convertible Bonds
(identified cost $5,581,612)			$	4,783,100




Common Stocks — 2.0%

Security	Shares		Value



Building Materials — 0.3%

Panolam Holdings Co.^(4)(7)(8)		3,117	$	2,662,043


			$	2,662,043




Consumer Products — 0.0%⁽⁹⁾

HF Holdings, Inc.^(4)(7)(8)		13,600	$	66,232


			$	66,232




Energy — 0.1%

SemGroup Corp.⁽⁷⁾		16,378	$	458,256


			$	458,256




Gaming — 0.3%

Greektown Superholdings, Inc.⁽⁷⁾		892	$	60,210
Las Vegas Sands Corp.⁽⁷⁾		54,500		2,558,775
Shreveport Gaming Holdings, Inc.⁽⁴⁾		4,858		1,409


			$	2,620,394

See Notes to Financial Statements.

High Income Opportunities Portfolio

October 31, 2011

Portfolio of Investments — continued


Security	Shares		Value


Services — 0.1%

Geo Group, Inc. (The)⁽⁷⁾		26,500	$	483,095


			$	483,095




Steel — 0.8%

RathGibson Acquisition Co., LLC^(4)(7)(8)		233,000	$	7,199,700


			$	7,199,700




Super Retail — 0.2%

GNC Holdings, Inc., Class A⁽⁷⁾		96,898	$	2,398,225


			$	2,398,225




Technology — 0.2%

Amkor Technology, Inc.⁽⁷⁾		350,000	$	1,694,000


			$	1,694,000



Total Common Stocks
(identified cost $10,259,394)			$	17,581,945




Convertible Preferred Stocks — 1.2%

Security	Shares		Value



Automotive & Auto Parts — 0.9%

General Motors Co., 4.75%		131,495	$	5,464,932
Goodyear Tire & Rubber Co. (The), 5.875%		50,000		2,511,000


			$	7,975,932




Energy — 0.3%

Chesapeake Energy Corp., 4.50%		22,471	$	2,172,721
Chesapeake Energy Corp., 5.00%		6,292		578,864


			$	2,751,585



Total Convertible Preferred Stocks
(identified cost $12,051,900)			$	10,727,517




Preferred Stocks — 0.3%

Security	Shares		Value



Banks and Thrifts — 0.3%

GMAC Capital Trust I, 8.125%		129,800	$	2,720,608


			$	2,720,608



Total Preferred Stocks
(identified cost $3,273,234)			$	2,720,608




Miscellaneous — 0.0%⁽⁹⁾

Security	Shares		Value



Cable / Satellite TV — 0.0%⁽⁹⁾

Adelphia, Inc., Escrow Certificate⁽⁷⁾		7,585,000	$	28,444
Adelphia, Inc., Escrow Certificate⁽⁷⁾		3,555,000		13,331
Adelphia Recovery Trust⁽⁷⁾		10,758,837		64,553


			$	106,328




Gaming — 0.0%⁽⁹⁾

BLB Worldwide Holdings, Inc., Contingent Value Rights, Expires 11/5/17⁽⁷⁾⁽⁸⁾		5,410	$	32,460


			$	32,460




Health Care — 0.0%⁽⁹⁾

US Oncology, Inc., Escrow Certificate⁽⁷⁾		705,000	$	8,813


			$	8,813




Services — 0.0%⁽⁹⁾

NCS Acquisition Corp., Escrow Certificate⁽⁴⁾⁽⁷⁾		2,640,000	$	182,028


			$	182,028



Total Miscellaneous
(identified cost $9,984,974)			$	329,629




Warrants — 0.3%

Security	Shares		Value



Energy — 0.0%⁽⁹⁾

SemGroup Corp., Expires 11/30/14⁽⁷⁾		17,240	$	128,438


			$	128,438




Food / Beverage / Tobacco — 0.0%⁽⁹⁾

ASG Consolidated, LLC/ASG Finance, Inc., Expires 5/15/18⁽⁷⁾		1,610	$	201,250


			$	201,250




Gaming — 0.3%

Peninsula Gaming, LLC, Convertible Preferred Membership Interests^(4)(7)(8)		25,351	$	2,307,466


			$	2,307,466

See Notes to Financial Statements.

High Income Opportunities Portfolio

October 31, 2011

Portfolio of Investments — continued


Security	Shares		Value


Publishing / Printing — 0.0%

Reader’s Digest Association, Inc. (The), Expires 2/14/19^(4)(7)(8)		17,588	$	0


			$	0



Total Warrants
(identified cost $172)			$	2,637,154




Short-Term Investments — 5.4%

	Interest
Security	(000’s omitted)		Value


Eaton Vance Cash Reserves Fund, LLC, 0.12%⁽¹⁰⁾	$	46,544	$	46,543,756



Total Short-Term Investments
(identified cost $46,543,756)			$	46,543,756



Total Investments — 98.2%
(identified cost $851,654,388)			$	851,780,490



Other Assets, Less Liabilities — 1.8%			$	15,216,688



Net Assets — 100.0%			$	866,997,178

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


MTN		- Medium-Term Note
PIK		- Payment In Kind


⁽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, 2011, the aggregate value of these securities is $309,532,864 or 35.7% of the Portfolio’s net assets.

⁽²⁾		Multi-step coupon bond. Interest rate represents the rate in effect at October 31, 2011.

⁽³⁾		Currently the issuer is in default with respect to interest and/or principal payments. For a variable rate security, interest rate has been adjusted to reflect non-accrual status.

⁽⁴⁾		Security valued at fair value using methods determined in good faith by or at the direction of the Trustees.

⁽⁵⁾		Variable rate security. The stated interest rate represents the rate in effect at October 31, 2011.

⁽⁶⁾		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.

⁽⁷⁾		Non-income producing security.

⁽⁸⁾		Restricted security (see Note 5).

⁽⁹⁾		Amount is less than 0.05%.

⁽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, 2011.

See Notes to Financial Statements.

High Income Opportunities Portfolio

October 31, 2011

Statement of Assets and Liabilities


Assets	October 31, 2011

Unaffiliated investments, at value (identified cost, $805,110,632)	$	805,236,734
Affiliated investment, at value (identified cost, $46,543,756)		46,543,756
Cash		264,304
Interest and dividends receivable		17,708,191
Interest receivable from affiliated investment		2,436
Receivable for investments sold		4,405,902
Receivable for open swap contracts		1,305,089
Premium paid on open swap contracts		6,142,751


Total assets	$	881,609,163





Liabilities

Payable for investments purchased	$	8,507,939
Payable for open swap contracts		1,734,771
Premium received on open swap contracts		3,846,868
Payable to affiliates:
Investment adviser fee		379,777
Trustees’ fees		2,553
Accrued expenses		140,077


Total liabilities	$	14,611,985


Net Assets applicable to investors’ interest in Portfolio	$	866,997,178





Sources of Net Assets

Net proceeds from capital contributions and withdrawals	$	867,300,758
Net unrealized depreciation		(303,580	)


Total	$	866,997,178

See Notes to Financial Statements.

High Income Opportunities Portfolio

October 31, 2011

Statement of Operations


	Year Ended
Investment Income	October 31, 2011

Interest and other income	$	72,437,899
Dividends (net of foreign taxes, $3,672)		1,284,206
Interest allocated from affiliated investment		31,876
Expenses allocated from affiliated investment		(3,036	)


Total investment income	$	73,750,945





Expenses

Investment adviser fee	$	4,791,153
Trustees’ fees and expenses		29,846
Custodian fee		261,335
Legal and accounting services		104,896
Interest expense on securities sold short		135,781
Miscellaneous		44,621


Total expenses	$	5,367,632


Deduct —
Reduction of custodian fee	$	678


Total expense reductions	$	678



Net expenses	$	5,366,954



Net investment income	$	68,383,991





Realized and Unrealized Gain (Loss)

Net realized gain (loss) —
Investment transactions	$	(15,969,661	)
Investment transactions allocated from affiliated investment		1,227
Securities sold short		(354,808	)
Swap contracts		(31,323	)


Net realized loss	$	(16,354,565	)


Change in unrealized appreciation (depreciation) —
Investments	$	(696,110	)
Swap contracts		(1,062,875	)


Net change in unrealized appreciation (depreciation)	$	(1,758,985	)



Net realized and unrealized loss	$	(18,113,550	)



Net increase in net assets from operations	$	50,270,441

See Notes to Financial Statements.

High Income Opportunities Portfolio

October 31, 2011

Statements of Changes in Net Assets


	Year Ended October 31,

Increase (Decrease) in Net Assets	2011			2010

From operations —
Net investment income	$	68,383,991		$	68,174,020
Net realized gain (loss) from investment transactions, securities sold short and swap contracts		(16,354,565	)		19,512,393
Net change in unrealized appreciation (depreciation) from investments and swap contracts		(1,758,985	)		53,571,187


Net increase in net assets from operations	$	50,270,441		$	141,257,600


Capital transactions —
Contributions	$	185,626,627		$	104,640,446
Withdrawals		(221,059,169	)		(104,594,857	)


Net increase (decrease) in net assets from capital transactions	$	(35,432,542	)	$	45,589



Net increase in net assets	$	14,837,899		$	141,303,189





Net Assets

At beginning of year	$	852,159,279		$	710,856,090


At end of year	$	866,997,178		$	852,159,279

See Notes to Financial Statements.

High Income Opportunities Portfolio

October 31, 2011

Supplementary Data


	Year Ended October 31,

Ratios/Supplemental Data	2011			2010			2009			2008			2007

Ratios (as a percentage of average daily net assets):
Expenses⁽¹⁾		0.60	%		0.64	%		0.79	%		0.70	%		0.63	%
Net investment income		7.67	%		8.65	%		11.34	%		9.38	%		8.33	%
Portfolio Turnover		78	%		79	%		72	%		48	%		81	%


Total Return		5.90	%		19.52	%		38.97	%		(29.08	)%		6.54	%



Net assets, end of year (000’s omitted)	$	866,997		$	852,159		$	710,856		$	480,061		$	872,268


⁽¹⁾		Excludes the effect of custody fee credits, if any, of less than 0.005%.

See Notes to Financial Statements.

High Income Opportunities Portfolio

October 31, 2011

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 Portfolio also seeks growth of capital as a secondary investment objective. The Declaration of Trust permits the Trustees to issue interests in the Portfolio. At October 31, 2011, 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 55.0%, 22.5%, 17.1% 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.

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 obligations 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 (i.e., subordinated loans and second lien 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. 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 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 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.

High Income Opportunities Portfolio

October 31, 2011

Notes to Financial Statements — continued

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. Withholding taxes on foreign dividends have been provided for in accordance with the Portfolio’s understanding of the applicable countries’ tax rules and rates.

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 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 proceeds 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 may create economic 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. For financial reporting purposes, unamortized upfront payments, if any, are netted with unrealized appreciation or depreciation on swap contracts to determine the market value of swaps as presented in Note 6 and 9. 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.

I Repurchase Agreements — A repurchase agreement is the purchase by the Portfolio of securities from a counterparty in exchange for cash that is coupled with an agreement to resell those securities to the counterparty at a specified date and price. When a repurchase agreement is entered, the Portfolio typically receives securities with a value that equals or exceeds the repurchase price, including any accrued interest earned on the agreement. The value of such securities will be marked to market daily, and cash or additional securities will be exchanged between the parties as needed. Except in

High Income Opportunities Portfolio

October 31, 2011

Notes to Financial Statements — continued

the case of a repurchase agreement entered to settle a short sale, the value of the securities delivered to the Portfolio will be at least equal to 90% of the repurchase price during the term of the repurchase agreement. The terms of a repurchase agreement entered to settle a short sale may provide that the cash purchase price paid by the Portfolio is more than the value of purchased securities that effectively collateralize the repurchase price payable by the counterparty. Since in such a transaction the Portfolio normally will have used the purchased securities to settle the short sale, the Portfolio will segregate liquid assets equal to the marked to market value of the purchased securities that it is obligated to return to the counterparty under the repurchase agreement. In the event of insolvency of the counterparty to a repurchase agreement, recovery of the repurchase price owed to the Portfolio may be delayed. Such an insolvency also may result in a loss to the extent that the value of the purchased securities decreases during the delay or that value has otherwise not been maintained at an amount at least equal to the repurchase price.

J Securities Sold Short — A short sale is a transaction in which the Portfolio sells a security it does not own in anticipation of a decline in the market value of that security. To complete such a transaction, the Portfolio must borrow the security to make delivery to the buyer with an obligation to replace such borrowed security at a later date. Until the security is replaced, the Portfolio is required to repay the lender any interest, which accrues during the period of the loan. The proceeds received from a short sale are recorded as a liability and the Portfolio records an unrealized gain or loss to the extent of the difference between the proceeds received and the value of the open short position on the day of determination. A gain, limited to the price at which the Portfolio sold the security short, or a loss, potentially unlimited as there is no upward limit on the price of a security, is recorded when the short position is terminated. Interest payable on securities sold short is recorded as an expense.

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. The Portfolio 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, 2011, the Portfolio’s investment adviser fee amounted to $4,791,153 or 0.54% 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 short sale transactions and including maturities, paydowns and principal repayments on Senior Loans, aggregated $669,679,966 and $664,364,698, respectively, for the year ended October 31, 2011.

4 Federal Income Tax Basis of Investments

The cost and unrealized appreciation (depreciation) of investments of the Portfolio at October 31, 2011, as determined on a federal income tax basis, were as follows:


Aggregate cost	$856,455,897


Gross unrealized appreciation	$	40,417,987
Gross unrealized depreciation		(45,093,394	)



Net unrealized depreciation	$	(4,675,407	)

5 Restricted Securities

At October 31, 2011, 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.

High Income Opportunities Portfolio

October 31, 2011

Notes to Financial Statements — continued


	Date of
Description	Acquisition		Shares		Cost			Value


Stocks, Miscellaneous and Warrants
BLB Worldwide Holdings, Inc., Contingent Value Rights, Expires 11/5/17		11/22/10		5,410	$	94,675		$	32,460
HF Holdings, Inc.		10/27/09		13,600		730,450			66,232
Panolam Holdings Co.		12/30/09		3,117		1,712,791			2,662,043
Peninsula Gaming, LLC, Convertible Preferred Membership Interests		7/8/99		25,351		0	⁽¹⁾		2,307,466
RathGibson Acquisition Co., LLC		6/14/10		233,000		1,236,540			7,199,700
Reader’s Digest Association, Inc. (The), Expires 2/14/19		4/26/10		17,588		0			0



Total Restricted Securities					$	3,774,456		$	12,267,901


⁽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, 2011 is as follows:


Credit Default Swaps — Sell Protection
													Upfront			Net
			Notional		Receive								Payments			Unrealized
		Credit	Amount**		Annual			Termination		Market			Received			Appreciation
Counterparty	Reference Entity	Rating*	(000’s omitted)		Fixed Rate			Date		Value			(Paid)			(Depreciation)


Bank of America	Amkor Technology, Inc.	Ba3/BB	$	1,150		5.00	%⁽¹⁾		6/20/15	$	5,754		$	37,141		$	42,895
Barclays Bank PLC	Amkor Technology, Inc.	Ba3/BB		2,000		5.00	⁽¹⁾		6/20/15		10,008			100,367			110,375
Deutsche Bank	Ford Motor Co.	Ba2/BB+		1,100		5.00	⁽¹⁾		9/20/16		76,586			(47,358	)		29,228
Deutsche Bank	Ford Motor Co.	Ba2/BB+		1,100		5.00	⁽¹⁾		9/20/16		76,586			(84,757	)		(8,171	)
Deutsche Bank	Ford Motor Co.	Ba2/BB+		2,100		5.00	⁽¹⁾		12/20/16		142,994			(109,197	)		33,797
Deutsche Bank	Freescale Semiconductor, Inc.	Caa1/CCC+		5,000		5.00	⁽¹⁾		12/20/16		(689,746	)		1,007,132			317,386
Deutsche Bank	Freescale Semiconductor, Inc.	Caa1/CCC+		5,000		5.00	⁽¹⁾		12/20/16		(689,746	)		969,831			280,085
Deutsche Bank	Freescale Semiconductor, Inc.	Caa1/CCC+		5,000		5.00	⁽¹⁾		12/20/16		(689,746	)		909,591			219,845
Deutsche Bank	Freescale Semiconductor, Inc.	Caa1/CCC+		5,000		5.00	⁽¹⁾		12/20/16		(689,746	)		822,806			133,060
Goldman Sachs, Inc.	Ford Motor Co.	Ba2/BB+		1,100		5.00	⁽¹⁾		9/20/16		76,586			(54,848	)		21,738
Goldman Sachs, Inc.	Ford Motor Co.	Ba2/BB+		2,100		5.00	⁽¹⁾		12/20/16		142,994			(80,892	)		62,102



										$	(2,227,476	)	$	3,469,816		$	1,242,340

High Income Opportunities Portfolio

October 31, 2011

Notes to Financial Statements — continued

	��
Credit Default Swaps — Buy Protection
														Net
		Notional		Pay							Upfront			Unrealized
		Amount		Annual			Termination		Market		Payments			Appreciation
Counterparty	Reference Entity	(000’s omitted)		Fixed Rate			Date		Value		Paid			(Depreciation)


Credit Default Swaps — Buy Protection
														Net
		Notional		Pay							Upfront			Unrealized
		Amount		Annual			Termination		Market		Payments			Appreciation
Counterparty	Reference Entity	(000’s omitted)		Fixed Rate			Date		Value		Paid			(Depreciation)


Bank of America	Gap, Inc. (The)	$	5,000		1.00	%⁽¹⁾		6/20/16	$	273,904	$	(219,326	)	$	54,578
Deutsche Bank	First Data Corp		5,000		5.00	⁽¹⁾		12/20/16		800,875		(972,409	)		(171,534	)
Deutsche Bank	First Data Corp.		5,000		5.00	⁽¹⁾		12/20/16		800,875		(1,059,115	)		(258,240	)
Deutsche Bank	First Data Corp.		5,000		5.00	⁽¹⁾		12/20/16		800,875		(1,119,034	)		(318,159	)
Deutsche Bank	First Data Corp.		5,000		5.00	⁽¹⁾		12/20/16		800,875		(1,119,035	)		(318,160	)
Deutsche Bank	Markit CDX North America High Yield Index		10,445		5.00	⁽¹⁾		12/20/16		569,527		(852,458	)		(282,931	)
Goldman Sachs, Inc.	Vulcan Materials Co.		1,500		5.00	⁽¹⁾		12/20/16		10,788		(110,555	)		(99,767	)
Morgan Stanley	Vulcan Materials Co.		2,500		5.00	⁽¹⁾		12/20/16		17,979		(150,120	)		(132,141	)
Morgan Stanley	Vulcan Materials Co.		2,500		5.00	⁽¹⁾		12/20/16		17,979		(163,647	)		(145,668	)



									$	4,093,677	$	(5,765,699	)	$	(1,672,022	)


*		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, 2011, such maximum potential amount for all open credit default swaps in which the Portfolio is the seller was $30,650,000.
⁽¹⁾		Upfront payment is exchanged with the counterparty as a result of the standardized trading coupon.

At October 31, 2011, 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, 2011, the fair value of derivatives with credit-related contingent features in a net liability position was $1,734,771.

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, 2011, the maximum amount of loss the Portfolio would incur due to counterparty risk was $1,305,089, with the highest amount from any one counterparty being $1,013,401. 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, 2011, the maximum amount of loss the Portfolio would incur due to counterparty risk would be reduced by approximately $1,097,241 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 open derivative instruments (not considered to be hedging instruments for accounting disclosure purposes) and whose primary underlying risk exposure is credit risk at October 31, 2011 was as follows:


	Fair Value

Derivative	Asset Derivative⁽¹⁾		Liability Derivative⁽²⁾


Credit default swap contracts	$	4,625,185	$	(2,758,984	)


⁽¹⁾		Statement of Assets and Liabilities location: Receivable for open swap contracts; Premium paid/received on open swap contracts.
⁽²⁾		Statement of Assets and Liabilities location: Payable for open swap contracts; Premium paid/received on open swap contracts.

High Income Opportunities Portfolio

October 31, 2011

Notes to Financial Statements — continued

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, 2011 was as follows:


	Realized Gain (Loss)			Change in Unrealized
	on Derivatives Recognized			Appreciation (Depreciation) on
Derivative	in Income⁽¹⁾			Derivatives Recognized in Income⁽²⁾


Credit default swap contracts	$	(31,323	)	$	(1,062,875	)


⁽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, 2011, which is indicative of the volume of this derivative type, was approximately $18,663,000.

7 Line of Credit

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)

High Income Opportunities Portfolio

October 31, 2011

Notes to Financial Statements — continued

At October 31, 2011, the hierarchy of inputs used in valuing the Portfolio’s investments and open derivative instruments, which are carried at value, were as follows:


Asset Description	Level 1		Level 2			Level 3		Total


Corporate Bonds & Notes	$	—	$	725,511,472		$	2,176,783	$	727,688,255
Senior Floating-Rate Interests		—		38,768,526			—		38,768,526
Convertible Bonds		—		4,783,100			—		4,783,100
Common Stocks		7,592,351		60,210			9,929,384		17,581,945
Convertible Preferred Stocks		10,727,517		—			—		10,727,517
Preferred Stocks		2,720,608		—			—		2,720,608
Miscellaneous		—		147,601			182,028		329,629
Warrants		—		329,688			2,307,466		2,637,154
Short-Term Investments		—		46,543,756			—		46,543,756



Total Investments	$	21,040,476	$	816,144,353		$	14,595,661	$	851,780,490



Credit Default Swaps	$	—	$	4,625,185		$	—	$	4,625,185



Total	$	21,040,476	$	820,769,538		$	14,595,661	$	856,405,675




Liability Description



Credit Default Swaps	$	—	$	(2,758,984	)	$	—	$	(2,758,984	)



Total	$	—	$	(2,758,984	)	$	—	$	(2,758,984	)

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


	Investments
	in Corporate			Investments			Investments
	Bonds &			in Common			in Preferred			Investments in			Investments
	Notes			Stocks			Stocks			Miscellaneous			in Warrants		Total


Balance as of October 31, 2010	$	3,440,236		$	9,587,193		$	242,100		$	—		$	2,148,261	$	15,417,790
Realized gains (losses)		(9,563,298	)		(1,784,712	)		(4,452,620	)		—			—		(15,800,630	)
Change in net unrealized appreciation (depreciation)*		9,625,625			2,670,993			4,488,270			929,780			159,205		17,873,873
Cost of purchases**		—			—			—			—			—		—
Proceeds from sales**		(1,388,565	)		(544,090	)		(277,750	)		(926,242	)		—		(3,136,647	)
Accrued discount (premium)		9,490			—			—			—			—		9,490
Transfers to Level 3***		53,295			—			—			178,490			—		231,785
Transfers from Level 3***		—			—			—			—			—		—



Balance as of October 31, 2011	$	2,176,783		$	9,929,384		$	—		$	182,028		$	2,307,466	$	14,595,661



Change in net unrealized appreciation (depreciation) on investments still held as of October 31, 2011*	$	(244,491	)	$	1,747,430		$	—		$	929,780		$	159,205	$	2,591,924


*	Amount is included in the related amount on investments in the Statement of Operations.
**	Cost of purchases may include securities received in corporate actions; Proceeds from sales may include securities delivered in corporate actions.
***	Transfers are reflected at the value of the securities at the beginning of the period. Transfers from Level 2 to Level 3 were due to a reduction in the availability of significant observable inputs in determining the fair value of these investments.

At October 31, 2011, the value of investments transferred between Level 1 and Level 2, if any, during the year then ended was not significant.

High Income Opportunities Portfolio

October 31, 2011

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, 2011, and the related statement of operations for the year then ended and 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, 2011, 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, such 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, 2011, the results of its operations for the year then ended and 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 22, 2011

Eaton Vance

High Income Opportunities Fund

October 31, 2011

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 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. Each Trustee oversees 179 portfolios in the Eaton Vance Complex (including all master and feeder funds in a master feeder structure). Each officer serves as an officer of certain other Eaton Vance funds. Each Trustee and officer serves until his or her successor is elected.


	Position(s)
	with the
Name and	Trust and	Length of	Principal Occupation(s) and Directorships
Year of Birth	the Portfolio	Service	During Past Five Years and Other Relevant Experience



Interested Trustee

Thomas E. Faust Jr. 1958	Trustee	Since 2007	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 179 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 and Portfolio. Directorships in the Last Five Years.⁽¹⁾ Director of EVC.

Noninterested Trustees

Scott E. Eston 1956	Trustee	Since 2011	Private investor. Formerly held various positions at Grantham, Mayo, Van Otterloo and Co., L.L.C. (investment management firm) (1997-2009), including Chief Operating Officer (2002-2009), Chief Financial Officer (1997-2009) and Chairman of the Executive Committee (2002-2008); President and Principal Executive Officer, GMO Trust (open-end registered investment company) (2006-2009). Former Partner, Coopers and Lybrand L.L.P. (now PricewaterhouseCoopers) (public accounting firm) (1987-1997). Directorships in the Last Five Years. None.

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. Directorships in the Last Five Years.⁽¹⁾ None.

Allen R. Freedman 1940	Trustee	Since 2007	Private Investor. 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). Former Chairman and a Director of Indus International, Inc. (provider of enterprise management software to the power generating industry) (2005-2007). Former Chief Executive Officer of Assurant, Inc. (insurance provider) (1979-2000). Directorships in the Last Five Years.⁽¹⁾ Director of Stonemor Partners, L.P. (owner and operator of cemeteries). Formerly, Director of Assurant, Inc. (insurance provider) (1979-2011).

William H. Park 1947	Trustee	Since 2003	Consultant and private investor. Formerly, Chief Financial Officer, Aveon Group L.P. (investment management firm) (2010-2011). 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 (investment management firm) (1982-2001). Formerly, Senior Manager, Price Waterhouse (now PricewaterhouseCoopers) (an independent registered public accounting firm) (1972-1981). Directorships in the Last Five Years.⁽¹⁾ None.

Eaton Vance

High Income Opportunities Fund

October 31, 2011

Management and Organization — continued


	Position(s)
	with the
Name and	Trust and	Length of	Principal Occupation(s) and Directorships
Year of Birth	the Portfolio	Service	During Past Five Years and Other Relevant Experience


Noninterested Trustees (continued)

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). Directorships in the Last Five Years.⁽¹⁾ None.

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). Directorships in the Last Five Years.⁽¹⁾ Formerly, Director of BJ’s Wholesale Club, Inc. (wholesale club retailer) (2004-2011). 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. Directorships in the Last Five Years.⁽¹⁾ None.

Harriett Tee Taggart 1948	Trustee	Since 2011	Managing Director, Taggart Associates (a professional practice firm). Formerly, Partner and Senior Vice President, Wellington Management Company, LLP (investment management firm) (1983-2006). Directorships in the Last Five Years. Director of Albemarle Corporation (chemicals manufacturer) (since 2007) and The Hanover Group (specialty property and casualty insurance company) (since 2009). Formerly, Director of Lubrizol Corporation (specialty chemicals) (2007-2011).

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). Directorships in the Last Five Years.⁽¹⁾ None.

Principal Officers who are not Trustees
	Position(s)
	with the
Name and	Trust and	Length of	Principal Occupation(s)
Year of Birth	the Portfolio	Service	During Past Five Years



Duncan W. Richardson 1957	President of the Trust	Since 2011⁽²⁾	Director of EVC and Executive Vice President and Chief Equity Investment Officer of EVC, EVM and BMR.

Michael W. Weilheimer 1961	President of the Portfolio	Since 2002	Vice President of EVM and BMR.

Payson F. Swaffield 1956	Vice President	Since 2011	Chief Income Investment Officer of EVC. Vice President of EVM and BMR.

Barbara E. Campbell 1957	Treasurer	Of the Trust since 2005 and of the Portfolio since 2008	Vice President of EVM and BMR.

Eaton Vance

High Income Opportunities Fund

October 31, 2011

Management and Organization — continued


	Position(s)
	with the
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)

Maureen A. Gemma 1960	Vice President, Secretary and Chief Legal Officer	Vice President since 2011; Secretary since 2007 and Chief Legal Officer since 2008	Vice President of EVM and BMR.

Paul M. O’Neil 1953	Chief Compliance Officer	Since 2004	Vice President of EVM and BMR.


⁽¹⁾		During their respective tenures, the Trustees (except Mr. Eston and Ms. Taggart) 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 Trust (launched in 1998 and terminated in 2009).
⁽²⁾		Prior to 2011, Mr. Richardson was Vice President of the Trust since 2001.

Eaton Vance

High Income Opportunities Fund

October 31, 2011

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.

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 Investment Servicing (US) Inc.

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

Fund Offices
Two International Place

Boston, MA 02110


446-12/11	HISRC


Eaton Vance Diversified Currency Income Fund Annual Report October 31, 2011

Annual Report October 31, 2011

Eaton Vance

Diversified Currency Income Fund

Table of Contents


Management’s Discussion of Fund Performance	2

Performance	3

Fund Profile	4

Endnotes and Additional Disclosures	5

Fund Expenses	6

Financial Statements	7

Report of Independent Registered Public Accounting Firm	17	and 40

Federal Tax Information	18

Management and Organization	41

Important Notices	44

Eaton Vance

Diversified Currency Income Fund

October 31, 2011

Management’s Discussion of Fund Performance¹

Economic and Market Conditions

During the 12 months ending October 31, 2011, the markets digested a significant number of historical events that established price volatility as normal rather than the exception in global financial markets. Citing a lack of political will in the United States, Standard & Poor’s lowered its credit rating on U.S. sovereign debt. The European sovereign debt crisis deteriorated, as policymakers within the eurozone squandered opportunities to address the issues in a meaningful manner. The tragic Tohoku earthquake and tsunami in Japan seriously disrupted global supply chains and adversely affected global economic growth.

The United States and the eurozone economies grew at an anemic pace during the period, as annual growth lagged 2.0% in both regions. The U.S. economy continued to suffer from an unemployment rate that stubbornly averaged above 9.0% during the period and headline inflation that more than tripled to 3.9% by the end of the period. The debt issues in the eurozone evolved from original concerns regarding Greece’s liquidity to a full-fledged solvency crisis surrounding additional periphery countries, including Italy and Spain, and European banks. European consumer and business confidence indicators trended lower in response, dragging economic growth to a near standstill by the end of the period. In contrast to the economic weakness in the U.S. and the eurozone, emerging-market economies led global growth. Most Asian and Latin American economies grew at annual rates above 4.0%. Global bond markets generally favored the most liquid instruments over riskier assets. Despite the fiscal concerns in the United States and the eurozone, U.S. Treasuries and German Bund yields fell across the curve. In contrast, sovereign yields in the larger economies of the eurozone rose significantly in response to the markets’ concerns about solvency and future growth prospects. Emerging-market growth was strong for most of the year, but moderated towards the end of the period as the global inventory cycle slowed and the crisis in Europe intensified.

Fund Performance

For the fiscal year ending October 31, 2011, Eaton Vance Diversified Currency Income Fund’s Class A shares at net asset value (NAV) had a total return of 3.86%. By comparison, the Fund’s benchmark, the Barclays Capital Global Ex-USD Benchmark Currency (Trade-Weighted) Index (the Index),² gained 2.75% during the period.

The Fund’s positions in Latin America, the “dollar bloc” countries (Canada, Australia and New Zealand) and Asia were the top regional performers during the period. Performance in Latin America benefited from investments in Brazil and Uruguay, as strong foreign direct investment flows pushed their currencies, the real and peso, higher versus the U.S. dollar. Currencies in the dollar bloc countries appreciated in value, particularly the Australian dollar, as a result of the strength of commodity exports. Asian currency positions were mixed during the period, but they contributed positively to overall performance, led by the Indonesian rupiah and South Korean won.

Additionally, the Fund benefited from its exposure to emerging-market currencies and its short position in the euro, which depreciated slightly during the period. The Fund’s investments in precious metals also contributed to performance. Gold and silver appreciated as a result of investor concern about market volatility and the continuing deterioration of the value of the U.S. dollar amid an inflationary monetary policy from the Federal Reserve.

Conversely, returns were held back by the Fund’s low exposure to the yen, relative to its benchmark. Currency positions in many central and eastern European countries detracted from performance as their currencies depreciated relative the euro. The effects of the debt crisis in the eurozone negatively affected Poland and the Czech Republic, and their currencies, the zloty and koruna, respectively, depreciated as a result. The Fund’s positions in Africa also detracted from returns. The Kenyan shilling depreciated versus the dollar, negating gains on positions in Mauritius and Morocco.

See Endnotes and Additional Disclosures in this report.

Past performance is no guarantee of future results. Returns are historical and are calculated by determining the percentage change in net asset value (NAV) 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 less than one year is cumulative. Performance is for the stated time period only; due to market volatility, the Fund’s current performance may be lower or higher than quoted. Returns are before taxes unless otherwise noted. For performance as of the most recent month end, please refer to www.eatonvance.com.

Eaton Vance

Diversified Currency Income Fund

October 31, 2011

Performance^2,3

Portfolio Managers Mark Venezia, CFA; John R. Baur; Michael A. Cirami, CFA


							Since
% Average Annual Total Returns	Inception Date			1 Year			Inception

Class A at NAV		6/27/2007			3.86	%		7.91	%
Class A at 4.75% Maximum Sales Charge		—			-1.10			6.71
Class C at NAV		3/1/2011			—			0.85
Class C at 1% Maximum Sales Charge		—			—			–0.14
Class I at NAV		3/1/2011			—			1.78

Barclays Capital Global Ex-USD Benchmark Currency (Trade- Weighted) Index		6/27/2007			2.75	%		2.75	%
J.P. Morgan GBI-Global ex U.S. 1–3 Year Index		6/27/2007	²		2.88			8.11
J.P. Morgan GBI-Global ex U.S. Index		6/27/2007			3.48			9.55


Total Annual Operating Expense Ratios⁴	Class A			Class C			Class I

Gross		2.84	%		3.54	%		2.54	%
Net		1.10			1.80			0.80

Growth of $10,000

This graph shows the change in value of a hypothetical investment of $10,000 in Class A of the Fund for the period indicated. For comparison, the same investment is shown in the indicated index.


					With Maximum
	Period Beginning		At NAV		Sales Charge

Class C		3/1/11	$	10,085	$	9,986

Class I		3/1/11	$	10,178		N.A.

See Endnotes and Additional Disclosures in this report.

Past performance is no guarantee of future results. Returns are historical and are calculated by determining the percentage change in net asset value (NAV) 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 less than one year is cumulative. Performance is for the stated time period only; due to market volatility, the Fund’s current performance may be lower or higher than quoted. Returns are before taxes unless otherwise noted. For performance as of the most recent month end, please refer to www.eatonvance.com.

Eaton Vance

Diversified Currency Income Fund

October 31, 2011

Fund Profile⁵


Foreign Currency Exposure (% of net assets)⁶

Uruguay	4.7	%
Malaysia	4.5
Indonesia	4.5
Sweden	4.5
South Korea	4.4
Mexico	4.4
India	4.3
Gold	4.3
Singapore	4.2
Czech Republic	3.9
China	3.9
Turkey	3.8
Serbia	3.8
Canada	3.4
Chile	3.0
Philippines	2.9
Romania	2.7
Poland	2.5
Hong Kong	2.5
Colombia	2.5
Denmark	2.4
Norway	2.2
Platinum	2.2
Peru	1.7
Hungary	1.6
Russia	1.5
Dominican Republic	1.4
Georgia	1.0
United Kingdom	1.0
Australia	1.0
Uganda	1.0
Ghana	0.9
New Zealand	0.9
Mauritius	0.9
Switzerland	0.9
Morocco	0.8
Zambia	0.8
Thailand	0.8
Sri Lanka	0.6
Costa Rica	0.6
Azerbaijan	0.5
Brazil	0.1
Iceland	0.0
Lebanon	0.0
Euro	-27.1

Total Long	99.5

Total Short	-27.1

Total Net	72.4

See Endnotes and Additional Disclosures in this report.

Eaton Vance

Diversified Currency Income Fund

October 31, 2011

Endnotes and Additional Disclosures


¹		The views expressed in this report are those of portfolio manager(s) and are current only through the date stated at the top of this page. These views are subject to change at any time based upon market or other conditions, and Eaton Vance and the Fund(s) disclaim any responsibility to update such views. These views may not be relied upon as investment advice and, because investment decisions are based on many factors, may not be relied upon as an indication of trading intent on behalf of any Eaton Vance fund. This commentary may contain statements that are not historical facts, referred to as forward looking statements. The Fund’s actual future results may differ significantly from those stated in any forward looking statement, depending on factors such as changes in securities or financial markets or general economic conditions, the volume of sales and purchases of Fund shares, the continuation of investment advisory, administrative and service contracts, and other risks discussed from time to time in the Fund’s filings with the Securities and Exchange Commission.

²		The Fund’s primary benchmark was changed to Barclays Capital Global Ex-USD Benchmark Currency (Trade-Weighted) Index to better reflect its investment straegy. Barclays Capital Global Ex-USD Benchmark Currency (Trade-Weighted) Index is an unmanaged index tracking the performance of 1-month FX positions in a basket of currencies versus the U.S. Dollar. J.P. Morgan GBI-Global ex U.S. 1-3 Year Index is an unmanaged index of foreign-denominated 1-3 year government bonds of developed countries outside the U.S. J.P. Morgan GBI-Global ex U.S. Index is an unmanaged index of foreign-denominated government bonds of a core group of developed countries outside the U.S. Index returns do not reflect the effect of any applicable sales charges, commissions, expenses, taxes or leverage, as applicable. It is not possible to invest directly in an index. Index data is available as of month-end only.

³		Total Returns at NAV do not include applicable sales charges. If sales charges were deducted, the returns would be lower. Total Returns shown with maximum sales charge reflect the stated maximum sales charge. Unless otherwise stated, performance does not reflect the deduction of taxes on Fund distributions or redemptions of Fund shares. As of 10/24/11, Fund name changed from International Multi-Market Local Income Fund. As of 3/01/11, Fund name changed from International Income Fund.

⁴		Source: Fund prospectus. Net expense ratio reflects a contractual expense reimbursement that continues through 2/28/12. Without the reimbursement, performance would have been lower.

⁵		Fund primarily invests in an affiliated investment company (Portfolio) with the same objective(s) and policies as the Fund and may also invest directly. References to investments are to the aggregate Portfolio and Fund (if any) holdings.

⁶		Currency exposures include all foreign exchange denominated assets, currency derivatives and commodities (including commodity derivatives). Total exposures may exceed 100% due to implicit leverage created by derivatives.

		Fund profile subject to change due to active management.

Eaton Vance

Diversified Currency Income Fund

October 31, 2011

Fund Expenses


	Beginning		Ending		Expenses Paid			Annualized
	Account Value		Account Value		During Period*			Expense
	(5/1/11)		(10/31/11)		(5/1/11 – 10/31/11)			Ratio


Actual*
Class A	$	1,000.00	$	980.20	$	5.49	**		1.10	%
Class C	$	1,000.00	$	975.90	$	8.96	**		1.80	%
Class I	$	1,000.00	$	980.90	$	3.99	**		0.80	%





Hypothetical
(5% return per year before expenses)
Class A	$	1,000.00	$	1,019.70	$	5.60	**		1.10	%
Class C	$	1,000.00	$	1,016.10	$	9.15	**		1.80	%
Class I	$	1,000.00	$	1,021.20	$	4.08	**		0.80	%


*	Expenses are equal to the Fund’s annualized expense ratio for the indicated Class, 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, 2011.

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

Eaton Vance

Diversified Currency Income Fund

October 31, 2011

Statement of Assets and Liabilities


Assets	October 31, 2011

Investment in International Income Portfolio, at value (identified cost, $33,825,168)	$	33,495,150
Receivable for Fund shares sold		10,332
Receivable from affiliate		16,298


Total assets	$	33,521,780





Liabilities

Payable for Fund shares redeemed	$	20,140
Distributions payable		90,856
Payable to affiliates:
Distribution and service fees		3,592
Trustees’ fees		42
Accrued expenses		38,911


Total liabilities	$	153,541


Net Assets	$	33,368,239





Sources of Net Assets

Paid-in capital	$	33,800,748
Accumulated net realized loss from Portfolio		(218,948	)
Accumulated undistributed net investment income		116,457
Net unrealized depreciation from Portfolio		(330,018	)


Total	$	33,368,239





Class A Shares

Net Assets	$	12,397,295
Shares Outstanding		1,096,136
Net Asset Value and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	11.31
Maximum Offering Price Per Share
(100 ¸ 95.25 of net asset value per share)	$	11.87





Class C Shares

Net Assets	$	1,011,866
Shares Outstanding		89,815
Net Asset Value and Offering Price Per Share*
(net assets ¸ shares of beneficial interest outstanding)	$	11.27





Class I Shares

Net Assets	$	19,959,078
Shares Outstanding		1,765,870
Net Asset Value, Offering Price and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	11.30

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.

See Notes to Financial Statements.

Eaton Vance

Diversified Currency Income Fund

October 31, 2011

Statement of Operations


	Year Ended
Investment Income	October 31, 2011

Interest allocated from Portfolio (net of foreign taxes, $15,745)	$	811,043
Expenses allocated from Portfolio		(200,634	)


Total investment income from Portfolio	$	610,409





Expenses

Distribution and service fees
Class A	$	27,648
Class C		2,061
Trustees’ fees and expenses		500
Custodian fee		15,218
Transfer and dividend disbursing agent fees		10,503
Legal and accounting services		8,977
Printing and postage		25,979
Registration fees		76,880
Miscellaneous		11,472


Total expenses	$	179,238


Deduct —
Allocation of expenses to affiliate	$	177,027


Total expense reductions	$	177,027



Net expenses	$	2,211



Net investment income	$	608,198





Realized and Unrealized Gain (Loss) from Portfolio

Net realized gain (loss) —
Investment transactions (including $407,393 from precious metals)	$	836,731
Financial futures contracts		(122,773	)
Swap contracts		4,626
Foreign currency and forward foreign currency exchange contract transactions		(214,148	)


Net realized gain	$	504,436


Change in unrealized appreciation (depreciation) —
Investments (including net decrease of $239,670 from precious metals)	$	(653,146	)
Financial futures contracts		2,761
Swap contracts		(12,962	)
Foreign currency and forward foreign currency exchange contracts		79,819


Net change in unrealized appreciation (depreciation)	$	(583,528	)



Net realized and unrealized loss	$	(79,092	)



Net increase in net assets from operations	$	529,106

See Notes to Financial Statements.

Eaton Vance

Diversified Currency Income Fund

October 31, 2011

Statements of Changes in Net Assets


	Year Ended October 31,

Increase (Decrease) in Net Assets	2011			2010

From operations —
Net investment income	$	608,198		$	184,291
Net realized gain (loss) from investment transactions, written options, financial futures contracts, swap contracts, and foreign currency and forward foreign currency exchange contract transactions		504,436			(364,112	)
Net change in unrealized appreciation (depreciation) from investments, written options, financial futures contracts, swap contracts, foreign currency and forward foreign currency exchange contracts		(583,528	)		313,428


Net increase in net assets from operations	$	529,106		$	133,607


Distributions to shareholders —
From net investment income
Class A	$	(391,761	)	$	(29,480	)
Class C		(7,751	)		—
Class I		(580,210	)		—
From net realized gain
Class A		—			(4,395	)
Tax return of capital
Class A		—			(275,688	)


Total distributions to shareholders	$	(979,722	)	$	(309,563	)


Transactions in shares of beneficial interest —
Proceeds from sale of shares
Class A	$	8,629,272		$	4,790,647
Class C		1,049,590			—
Class I		20,685,720			—
Net asset value of shares issued to shareholders in payment of distributions declared
Class A		282,327			237,595
Class C		1,769			—
Class I		149,410			—
Cost of shares redeemed
Class A		(5,016,610	)		(2,495,603	)
Class C		(17,100	)		—
Class I		(498,006	)		—


Net increase in net assets from Fund share transactions	$	25,266,372		$	2,532,639



Net increase in net assets	$	24,815,756		$	2,356,683





Net Assets

At beginning of year	$	8,552,483		$	6,195,800


At end of year	$	33,368,239		$	8,552,483





Accumulated undistributed net investment income included in net assets

At end of year	$	116,457		$	12,607

See Notes to Financial Statements.

Eaton Vance

Diversified Currency Income Fund

October 31, 2011

Financial Highlights


	Class A

	Year Ended October 31,
													Period Ended
	2011			2010			2009			2008			October 31, 2007⁽¹⁾

Net asset value — Beginning of period	$	11.360		$	11.690		$	10.350		$	10.850		$	10.000





Income (Loss) From Operations

Net investment income⁽²⁾	$	0.299		$	0.309		$	0.328		$	0.435		$	0.124
Net realized and unrealized gain (loss)		0.139			(0.114	)		1.738			(0.490	)		0.468


Total income (loss) from operations	$	0.438		$	0.195		$	2.066		$	(0.055	)	$	0.592





Less Distributions

From net investment income	$	(0.488	)	$	(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	$	(0.488	)	$	(0.525	)	$	(0.726	)	$	(0.447	)	$	(0.149	)



Capital contribution from administrator⁽²⁾	$	—		$	—		$	—		$	0.002		$	0.407



Net asset value — End of period	$	11.310		$	11.360		$	11.690		$	10.350		$	10.850



Total Return⁽³⁾		3.86	%		1.70	%		20.67	%		(0.73	)%⁽⁴⁾		10.05	%⁽⁴⁾⁽⁵⁾





Ratios/Supplemental Data

Net assets, end of period (000’s omitted)	$	12,397		$	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	%		1.10	%		1.25	%⁽⁹⁾
Net investment income		2.60	%		2.73	%		3.01	%		3.86	%		3.38	%⁽⁹⁾
Portfolio Turnover of the Portfolio		31	%		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 0.82%, 1.74%, 1.76%, 1.99% and 301.15% of average daily net assets for the years ended October 31, 2011, 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

Diversified Currency Income Fund

October 31, 2011

Financial Highlights — continued


	Class C

	Period Ended
	October 31, 2011⁽¹⁾

Net asset value — Beginning of period	$	11.460





Income (Loss) From Operations

Net investment income⁽²⁾	$	0.150
Net realized and unrealized loss		(0.050	)


Total income from operations	$	0.100





Less Distributions

From net investment income	$	(0.290	)


Total distributions	$	(0.290	)



Net asset value — End of period	$	11.270



Total Return⁽³⁾		0.85	%⁽⁴⁾





Ratios/Supplemental Data

Net assets, end of period (000’s omitted)	$	1,012
Ratios (as a percentage of average daily net assets):
Expenses^(5)(6)(7)		1.80	%⁽⁸⁾
Net investment income		1.97	%⁽⁸⁾
Portfolio Turnover of the Portfolio		31	%⁽⁹⁾


⁽¹⁾		For the period from the commencement of operations on March 1, 2011 to October 31 2011.
⁽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⁾		Includes the Fund’s share of the Portfolio’s allocated expenses.
⁽⁷⁾		The administrator subsidized certain operating expenses (equal to 0.82% of average daily net assets for the period from commencement of operations on March 1, 2011 to October 31, 2011).
⁽⁸⁾		Annualized.
⁽⁹⁾		For the Portfolio’s year ended October, 31, 2011.

See Notes to Financial Statements.

Eaton Vance

Diversified Currency Income Fund

October 31, 2011

Financial Highlights — continued


	Class I

	Period Ended
	October 31, 2011⁽¹⁾

Net asset value — Beginning of period	$	11.460





Income (Loss) From Operations

Net investment income⁽²⁾	$	0.231
Net realized and unrealized loss		(0.024	)


Total income from operations	$	0.207





Less Distributions

From net investment income	$	(0.367	)


Total distributions	$	(0.367	)



Net asset value — End of period	$	11.300



Total Return⁽³⁾		1.78	%⁽⁴⁾





Ratios/Supplemental Data

Net assets, end of period (000’s omitted)	$	19,959
Ratios (as a percentage of average daily net assets):
Expenses^(5)(6)(7)		0.80	%⁽⁸⁾
Net investment income		2.98	%⁽⁸⁾
Portfolio Turnover of the Portfolio		31	%⁽⁹⁾


⁽¹⁾		For the period from the commencement of operations on March 1, 2011 to October 31 2011.
⁽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⁾		The administrator subsidized certain operating expenses (equal to 0.82% of average daily net assets for the period from commencement of operations on March 1, 2011 to October 31, 2011).
⁽⁸⁾		Annualized.
⁽⁹⁾		For the Portfolio’s year ended October 31, 2011.

See Notes to Financial Statements.

Eaton Vance

Diversified Currency Income Fund

October 31, 2011

Notes to Financial Statements

1 Significant Accounting Policies

Eaton Vance Diversified Currency Income Fund (formerly, Eaton Vance International Multi-Market Local Income Fund and formerly, Eaton Vance International 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 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 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 (16.2% at October 31, 2011). 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.

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

Eaton Vance

Diversified Currency Income Fund

October 31, 2011

Notes to Financial Statements — continued

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, 2011 and October 31, 2010 was as follows:


	Year Ended October 31,

	2011		2010


Distributions declared from:
Ordinary income	$	979,722	$	29,480
Long-term capital gains	$	—	$	4,395
Tax return of capital	$	—	$	275,688

During the year ended October 31, 2011, accumulated net realized gain was decreased by $486,267, accumulated distributions in excess of net investment income was decreased by $475,374 and paid-in capital was increased by $10,893 due to differences between book and tax accounting, primarily for foreign currency gain (loss), paydown gain (loss), swap contracts, premium amortization and the Portfolio’s investment in the subsidiary. These reclassifications had no effect on the net assets or net asset value per share of the Fund.

As of October 31, 2011, the components of distributable earnings (accumulated losses) and unrealized appreciation (depreciation) on a tax basis were as follows:




Undistributed ordinary income	$	320,284
Net unrealized depreciation	$	(661,937	)
Other temporary differences	$	(90,856	)

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

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, 2011, the Fund incurred no adviser fee on Investable Assets. To the extent the Fund’s assets are invested in the Portfolio, the Fund is allocated its share of the Portfolio’s adviser fee. The Portfolio has engaged Boston Management and Research (BMR), a subsidiary of EVM, to render investment advisory services. See Note 2 of the Portfolio’s Notes to 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 expenses to the extent that total annual operating expenses (relating to ordinary expenses only) exceed 1.10%, 1.80% and 0.80% 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 $177,027 of the Fund’s operating expenses for the year ended October 31, 2011.

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, 2011, EVM earned $421 in sub-transfer agent fees. The Fund was informed that Eaton Vance Distributors, Inc. (EVD), an affiliate of EVM and the Fund’s principal underwriter, received $3,624 as its portion of the sales charge on sales of Class A shares for the year ended October 31, 2011. EVD also received distribution and service fees from Class A and Class C shares (see Note 4).

Eaton Vance

Diversified Currency Income Fund

October 31, 2011

Notes to Financial Statements — continued

4 Distribution Plans

5 Contingent Deferred Sales Charges

6 Investment Transactions

For the year ended October 31, 2011, increases and decreases in the Fund’s investment in the Portfolio aggregated $28,466,824 and $4,103,246, respectively.

7 Shares of Beneficial Interest


	Year Ended October 31,

Class A	2011			2010


Sales		756,993			424,658
Issued to shareholders electing to receive payments of distributions in Fund shares		24,563			21,049
Redemptions		(438,238	)		(222,674	)



Net increase		343,318			223,033





	Period Ended
Class C	October 31, 2011⁽¹⁾


Sales		91,210
Issued to shareholders electing to receive payments of distributions in Fund shares		157
Redemptions		(1,552	)



Net increase		89,815

Eaton Vance

Diversified Currency Income Fund

October 31, 2011

Notes to Financial Statements — continued


	Period Ended
Class I	October 31, 2011⁽¹⁾


Sales		1,796,227
Issued to shareholders electing to receive payments of distributions in Fund shares		12,841
Redemptions		(43,198	)



Net increase		1,765,870


⁽¹⁾		For the period from the commencement of operations on March 1, 2011 to October 31 2011.

At October 31, 2011, an affiliate of EVM owned 50% of the value of the outstanding shares of the Fund.

8 Name Change

Effective October 24, 2011, the name of Eaton Vance Diversified Currency Income Fund was changed from Eaton Vance International Multi-Market Local Income Fund. Effective March 1, 2011, the name of Eaton Vance International Multi-Market Local Income Fund was changed from Eaton Vance International Income Fund.

Eaton Vance

Diversified Currency Income Fund

October 31, 2011

Report of Independent Registered Public Accounting Firm

To the Trustees of Eaton Vance Mutual Funds Trust and Shareholders of Eaton Vance Diversified Currency Income Fund (formerly, Eaton Vance International Multi-Market Local Income Fund and formerly, Eaton Vance International Income Fund):

We have audited the accompanying statement of assets and liabilities of Eaton Vance Diversified Currency Income Fund (formerly, Eaton Vance International Multi-Market Local Income Fund and formerly, Eaton Vance International Income Fund) (the “Fund”) (one of the funds constituting Eaton Vance Mutual Funds Trust) as of October 31, 2011, 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, 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, such financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Eaton Vance Diversified Currency Income Fund as of October 31, 2011, 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, 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 22, 2011

Eaton Vance

Diversified Currency Income Fund

October 31, 2011

Federal Tax Information (Unaudited)

Foreign Tax Credit. The Fund paid foreign taxes of $15,745 and recognized foreign source income of $713,554.

International Income Portfolio

October 31, 2011

Consolidated Portfolio of Investments


Foreign Government Bonds — 28.6%

		Principal
Security		Amount		Value



Australia — 0.2%

Commonwealth of Australia, 6.25%, 4/15/15	AUD		146,000	$	165,286
Commonwealth of Australia, 6.50%, 5/15/13	AUD		152,000		166,152


Total Australia				$	331,438




Brazil — 2.0%

Nota Do Tesouro Nacional, 6.00%, 5/15/15⁽¹⁾	BRL		306,107	$	183,651
Nota Do Tesouro Nacional, 10.00%, 1/1/12	BRL		6,890,000		4,005,137


Total Brazil				$	4,188,788




Canada — 3.4%

Canada Housing Trust, 2.20%, 3/15/14⁽²⁾	CAD		135,000	$	138,464
Canada Housing Trust, 3.60%, 6/15/13⁽²⁾	CAD		2,001,000		2,088,709
Canada Housing Trust, 3.75%, 3/15/20⁽²⁾	CAD		665,000		723,704
Canada Housing Trust, 4.00%, 6/15/12⁽²⁾	CAD		3,439,000		3,513,421
Canada Housing Trust, 4.10%, 12/15/18⁽²⁾	CAD		475,000		531,371


Total Canada				$	6,995,669




Chile — 2.8%

Government of Chile, 2.10%, 9/1/15⁽¹⁾	CLP		1,193,614,920	$	2,415,587
Government of Chile, 6.00%, 3/1/17	CLP		40,000,000		84,336
Government of Chile, 6.00%, 3/1/18	CLP		1,570,000,000		3,326,561


Total Chile				$	5,826,484




Colombia — 2.4%

Titulos De Tesoreria B, 7.25%, 6/15/16	COP		9,100,000,000	$	5,003,049


Total Colombia				$	5,003,049




Congo — 0.0%⁽³⁾

Republic of Congo, 3.00%, 6/30/29	USD		64,600	$	44,574


Total Congo				$	44,574




Costa Rica — 0.6%

Titulo Propiedad Ud, 1.00%, 1/12/22⁽¹⁾	CRC		460,485,935	$	723,009
Titulo Propiedad Ud, 1.63%, 7/13/16⁽¹⁾	CRC		255,269,377		469,637


Total Costa Rica				$	1,192,646




Czech Republic — 0.7%

Czech Republic, 4.125%, 3/18/20	EUR		1,010,000	$	1,464,172


Total Czech Republic				$	1,464,172




Denmark — 2.3%

Kingdom of Denmark, 4.00%, 11/15/15	DKK		215,000	$	44,438
Kingdom of Denmark, 4.00%, 11/15/17	DKK		1,008,000		213,086
Kingdom of Denmark, 5.00%, 11/15/13	DKK		10,898,000		2,195,369
Kingdom of Denmark, 6.00%, 11/15/11	DKK		10,960,000		2,041,648
Kingdom of Denmark, 7.00%, 11/10/24	DKK		790,000		219,249


Total Denmark				$	4,713,790




Dominican Republic — 1.3%

Dominican Republic “Bonos Internos” Total Return Linked Bond (Citibank, N.A.), 13.00%, 2/25/13⁽⁴⁾	DOP		25,000,000	$	642,271
Dominican Republic “Bonos Internos” Total Return Linked Bond (Citibank, N.A.), 15.00%, 3/12/12⁽⁴⁾	DOP		20,000,000		524,787
Dominican Republic “Bonos Internos” Total Return Linked Bond (Citibank, N.A.), 16.00%, 7/10/20⁽⁴⁾	DOP		58,300,000		1,514,801


Total Dominican Republic				$	2,681,859




Indonesia — 0.5%

Indonesia Government, 8.375%, 9/15/26	IDR		8,337,000,000	$	1,072,987


Total Indonesia				$	1,072,987




Israel — 0.2%

Israel Government Bond, 3.00%, 10/31/19⁽¹⁾	ILS		340,423	$	102,041
Israel Government Bond, 5.00%, 4/30/15⁽¹⁾	ILS		898,588		281,327


Total Israel				$	383,368




Netherlands — 0.6%

Government of Netherlands, 3.75%, 1/15/23	EUR		368,000	$	567,182
Government of Netherlands, 4.50%, 7/15/17	EUR		206,000		326,633
Government of Netherlands, 5.00%, 7/15/12	EUR		212,000		302,654


Total Netherlands				$	1,196,469




Peru — 1.6%

Republic of Peru, 9.91%, 5/5/15	PEN		7,778,000	$	3,388,148


Total Peru				$	3,388,148




Philippines — 1.2%

Philippine Government International Bond, 4.95%, 1/15/21	PHP		106,000,000	$	2,399,081


Total Philippines				$	2,399,081

See Notes to Consolidated Financial Statements.

International Income Portfolio

October 31, 2011

Consolidated Portfolio of Investments — continued


		Principal
Security		Amount		Value


Poland — 0.2%

Poland Government Bond, 3.00%, 8/24/16⁽¹⁾	PLN		1,112,408	$	352,803


Total Poland				$	352,803




Serbia — 0.7%

Serbia Treasury Bill, 0.00%, 11/22/12	RSD		121,470,000	$	1,465,929


Total Serbia				$	1,465,929




Slovakia — 1.7%

Slovakia Government Bond, 0.00%, 1/27/12	EUR		2,600,000	$	3,591,144


Total Slovakia				$	3,591,144




South Africa — 0.4%

Republic of South Africa, 6.50%, 6/2/14	USD		815,000	$	903,590


Total South Africa				$	903,590




Sweden — 0.5%

Government of Sweden, 3.75%, 8/12/17	SEK		5,510,000	$	938,311
Government of Sweden, 6.75%, 5/5/14	SEK		395,000		68,712


Total Sweden				$	1,007,023




Taiwan — 1.6%

Taiwan Government Bond, 0.25%, 2/10/12	TWD		97,200,000	$	3,246,320


Total Taiwan				$	3,246,320




Turkey — 1.6%

Turkey Government Bond, 0.00%, 8/8/12	TRY		612,000	$	321,798
Turkey Government Bond, 0.00%, 11/7/12	TRY		5,655,000		2,900,228


Total Turkey				$	3,222,026




United Kingdom — 1.0%

United Kingdom Government Bond, 4.25%, 12/7/27	GBP		230,000	$	429,767
United Kingdom Government Bond, 4.75%, 3/7/20	GBP		285,000		548,387
United Kingdom Government Bond, 5.00%, 3/7/12	GBP		372,000		607,581
United Kingdom Government Bond, 5.00%, 9/7/14	GBP		266,000		479,390


Total United Kingdom				$	2,065,125




Uruguay — 1.1%

Monetary Regulation Bill, 0.00%, 8/15/13	UYU		47,300,000	$	2,056,291
Republic of Uruguay, 5.00%, 9/14/18⁽¹⁾	UYU		5,793,513		323,803


Total Uruguay				$	2,380,094



Total Foreign Government Bonds
(identified cost $57,796,083)				$	59,116,576




Collateralized Mortgage Obligations — 0.8%

		Principal
Security		Amount		Value


Federal Home Loan Mortgage Corp.:
Series 2127, Class PG, 6.25%, 2/15/29		$	449,818	$	477,001
Federal National Mortgage Association:
Series 2009-62, Class WA, 5.55%, 8/25/39⁽⁵⁾			1,064,842		1,181,207



Total Collateralized Mortgage Obligations
(identified cost $1,575,570)				$	1,658,208




Mortgage Pass-Throughs — 6.7%

		Principal
Security		Amount		Value


Federal National Mortgage Association:
2.60%, with maturity at 2035⁽⁶⁾		$	1,555,662	$	1,625,148
4.299%, with maturity at 2035⁽⁶⁾			1,580,050		1,723,489
6.50%, with various maturities to 2036			3,387,831		3,846,976
7.00%, with maturity at 2033			1,200,708		1,424,253
7.50%, with maturity at 2035			631,763		756,302
8.50%, with maturity at 2032			577,701		705,135


				$	10,081,303


Government National Mortgage Association:
7.00%, with maturity at 2035		$	1,549,807	$	1,847,708
8.00%, with maturity at 2016			538,303		582,201
9.00%, with various maturities to 2024			1,126,458		1,353,145


				$	3,783,054



Total Mortgage Pass-Throughs
(identified cost $12,963,500)				$	13,864,357

See Notes to Consolidated Financial Statements.

International Income Portfolio

October 31, 2011

Consolidated Portfolio of Investments — continued


Precious Metals — 6.5%

Description		Troy Ounces		Value


Gold⁽⁷⁾			5,149	$	8,851,052
Platinum⁽⁷⁾			2,850		4,561,869



Total Precious Metals
(identified cost $12,865,106)				$	13,412,921




Short-Term Investments — 53.5%

Foreign Government Securities — 36.9%

		Principal
		Amount
Security		(000’s omitted)		Value




Brazil — 1.1%

Letras Do Tesouro Nacional, 0.00%, 4/1/12	BRL		4,155	$	2,317,579


Total Brazil				$	2,317,579




Chile — 0.1%

Banco Central de Chile, 0.00%, 1/18/12	CLP		110,000	$	222,517


Total Chile				$	222,517




Czech Republic — 1.9%

Czech Republic Ministry of Finance Bill, 0.00%, 4/20/12	CZK		70,000	$	3,881,115


Total Czech Republic				$	3,881,115




Georgia — 1.5%

Bank of Georgia Promissory Note, 13.00%, 6/4/12⁽⁸⁾	GEL		3,254	$	2,012,673
Bank of Georgia Promissory Note, 4.00%, 9/20/12⁽⁸⁾	AZN		866		1,105,300


Total Georgia				$	3,117,973




Hong Kong — 2.5%

Hong Kong Treasury Bill, 0.00%, 11/9/11	HKD		40,000	$	5,149,139


Total Hong Kong				$	5,149,139




Iceland — 0.0%⁽³⁾

Iceland Treasury Bill, 0.00%, 4/16/12	ISK		5,000	$	36,546


Total Iceland				$	36,546




Indonesia — 0.9%

Indonesia Treasury Bill, 0.00%, 2/9/12	IDR		17,298,000	$	1,929,556


Total Indonesia				$	1,929,556




Lebanon — 0.0%⁽³⁾

Lebanon Treasury Note, 9.06%, 11/10/11	LBP		31,050	$	20,652


Total Lebanon				$	20,652




Malaysia — 4.5%

Bank Negara Monetary Note, 0.00%, 11/15/11	MYR		13,507	$	4,397,901
Bank Negara Monetary Note, 0.00%, 11/17/11	MYR		64		20,835
Bank Negara Monetary Note, 0.00%, 11/24/11	MYR		4,728		1,538,372
Bank Negara Monetary Note, 0.00%, 12/8/11	MYR		10,234		3,326,442


Total Malaysia				$	9,283,550




Mauritius — 0.9%

Mauritius Treasury Bill, 0.00%, 7/13/12	MUR		53,500	$	1,797,827


Total Mauritius				$	1,797,827




Mexico — 4.4%

Mexico Treasury Bill, 0.00%, 11/10/11	MXN		41,831	$	3,136,290
Mexico Treasury Bill, 0.00%, 11/17/11	MXN		79,250		5,937,060


Total Mexico				$	9,073,350




Philippines — 1.7%

Philippine Treasury Bill, 0.00%, 11/23/11	PHP		35,040	$	820,791
Philippine Treasury Bill, 0.00%, 3/21/12	PHP		114,640		2,674,612


Total Philippines				$	3,495,403




Romania — 2.7%

Romania Treasury Bill, 0.00%, 2/22/12	RON		5,610	$	1,756,126
Romania Treasury Bill, 0.00%, 6/20/12	RON		6,530		2,000,481
Romania Treasury Bill, 0.00%, 7/11/12	RON		6,010		1,833,851


Total Romania				$	5,590,458




Serbia — 3.1%

Serbia Treasury Bill, 0.00%, 11/29/11	RSD		125,000	$	1,697,944
Serbia Treasury Bill, 0.00%, 3/22/12	RSD		351,800		4,609,484


Total Serbia				$	6,307,428

See Notes to Consolidated Financial Statements.

International Income Portfolio

October 31, 2011

Consolidated Portfolio of Investments — continued


		Principal
		Amount
Security		(000’s omitted)		Value


South Korea — 4.5%

Korea Monetary Stabilization Bond, 0.00%, 11/15/11	KRW		2,628,820	$	2,368,755
Korea Monetary Stabilization Bond, 0.00%, 11/22/11	KRW		4,791,370		4,314,822
Korea Monetary Stabilization Bond, 3.68%, 6/2/12	KRW		2,791,570		2,521,812


Total South Korea				$	9,205,389




Sri Lanka — 0.5%

Sri Lanka Treasury Bill, 0.00%, 3/16/12	LKR		8,460	$	74,786
Sri Lanka Treasury Bill, 0.00%, 3/23/12	LKR		7,320		64,620
Sri Lanka Treasury Bill, 0.00%, 4/27/12	LKR		45,600		400,167
Sri Lanka Treasury Bill, 0.00%, 7/13/12	LKR		34,640		299,815
Sri Lanka Treasury Bill, 0.00%, 8/3/12	LKR		17,160		147,726
Sri Lanka Treasury Bill, 0.00%, 10/5/12	LKR		8,120		68,774


Total Sri Lanka				$	1,055,888




Thailand — 0.7%

Thailand Government Bond, 5.375%, 11/30/11	THB		47,243	$	1,538,607


Total Thailand				$	1,538,607




Turkey — 2.0%

Turkey Government Bond, 0.00%, 11/16/11	TRY		7,228	$	4,071,129


Total Turkey				$	4,071,129




Uruguay — 3.6%

Monetary Regulation Bill, 0.00%, 12/22/11	UYU		7,600	$	391,326
Monetary Regulation Bill, 0.00%, 2/14/12	UYU		47,568		2,417,059
Monetary Regulation Bill, 0.00%, 5/18/12	UYU		32,000		1,585,536
Monetary Regulation Bill, 0.00%, 8/24/12	UYU		52,912		2,549,095
Monetary Regulation Bill, 0.00%, 9/28/12	UYU		10,200		486,375


Total Uruguay				$	7,429,391




Zambia — 0.3%

Zambia Treasury Bill, 0.00%, 12/12/11	ZMK		1,525,000	$	307,406
Zambia Treasury Bill, 0.00%, 3/12/12	ZMK		675,000		132,371
Zambia Treasury Bill, 0.00%, 3/19/12	ZMK		720,000		140,829


Total Zambia				$	580,606



Total Foreign Government Securities
(identified cost $76,973,408)				$	76,104,103




U.S. Treasury Obligations — 5.3%

		Principal
		Amount
Security		(000s omitted)		Value


U.S. Treasury Bill, 0.00%, 11/17/11⁽⁹⁾		$	11,000	$	10,999,934



Total U.S. Treasury Obligations
(identified cost $10,999,925)				$	10,999,934




Other Securities — 11.3%

		Interest
Description		(000’s omitted)		Value


Eaton Vance Cash Reserves Fund, LLC, 0.12%⁽¹⁰⁾		$	23,403	$	23,402,689



Total Other Securities
(identified cost $23,402,689)				$	23,402,689



Total Short-Term Investments
(identified cost $111,376,022)				$	110,506,726



Total Investments — 96.1%
(identified cost $196,576,281)				$	198,558,788



Other Assets, Less Liabilities — 3.9%				$	8,097,093



Net Assets — 100.0%				$	206,655,881

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
CLP		- Chilean Peso
COP		- Colombian Peso
CRC		- Costa Rican Colon
CZK		- Czech Koruna
DKK		- Danish Krone
DOP		- Dominican Peso
EUR		- Euro
GBP		- British Pound Sterling
GEL		- Georgian Lari
HKD		- Hong Kong Dollar
IDR		- Indonesian Rupiah
ILS		- Israeli Shekel
ISK		- Icelandic Krona
KRW		- South Korean Won
LBP		- Lebanese Pound

See Notes to Consolidated Financial Statements.

International Income Portfolio

October 31, 2011

Consolidated Portfolio of Investments — continued


LKR		- Sri Lankan Rupee
MUR		- Mauritian Rupee
MXN		- Mexican Peso
MYR		- Malaysian Ringgit
PEN		- Peruvian New Sol
PHP		- Philippine Peso
PLN		- Polish Zloty
RON		- Romanian Leu
RSD		- Serbian Dinar
SEK		- Swedish Krona
THB		- Thai Baht
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, 2011, the aggregate value of these securities is $6,995,669 or 3.4% of the Portfolio’s net assets.

⁽³⁾		Amount is less than 0.05%.

⁽⁴⁾		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, 2011.

⁽⁷⁾		Non-income producing security.

⁽⁸⁾		Security exempt from registration under Regulation S of the Securities Act of 1933, which exempts from registration securities offered and sold outside the United States. Security may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933.

⁽⁹⁾		Security (or a portion thereof) has been pledged to cover collateral requirements on open financial contracts.

⁽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, 2011.

See Notes to Consolidated Financial Statements.

International Income Portfolio

October 31, 2011

Consolidated Statement of Assets and Liabilities


Assets	October 31, 2011

Investments —
Securities of unaffiliated issuers, at value (identified cost, $160,308,486)	$	161,743,178
Affiliated investment, at value (identified cost, $23,402,689)		23,402,689
Precious metals, at value (identified cost, $12,865,106)		13,412,921


Total Investments, at value (identified cost, $196,576,281)	$	198,558,788


Cash	$	584,155
Foreign currency — Yuan Renminbi, at value (identified cost, $7,194,633)		7,349,183
Foreign currency — other, at value (identified cost, $684,521)		687,647
Interest receivable		1,244,949
Interest receivable from affiliated investment		1,572
Receivable for open forward foreign currency exchange contracts		1,278,625
Receivable for closed forward foreign currency exchange contracts		176,070
Receivable for open swap contracts		305,976
Receivable for closed swap contracts		28,333
Receivable for closed options		43,802
Premium paid on open swap contracts		174,455
Tax reclaims receivable		2,826


Total assets	$	210,436,381





Liabilities

Payable for investments purchased	$	1,786,914
Payable for variation margin on open financial futures contracts		74,644
Payable for open forward foreign currency exchange contracts		1,607,372
Payable for open swap contracts		30,902
Payable to affiliates:
Investment adviser fee		107,044
Trustees’ fees		557
Accrued expenses		173,067


Total liabilities	$	3,780,500


Net Assets applicable to investors’ interest in Portfolio	$	206,655,881





Sources of Net Assets

Net proceeds from capital contributions and withdrawals	$	204,596,381
Net unrealized appreciation		2,059,500


Total	$	206,655,881

See Notes to Consolidated Financial Statements.

International Income Portfolio

October 31, 2011

Consolidated Statement of Operations


	Year Ended
Investment Income	October 31, 2011

Interest (net of foreign taxes, $132,868)	$	6,997,092
Interest allocated from affiliated investment		24,654
Expenses allocated from affiliated investment		(2,370	)


Total investment income	$	7,019,376





Expenses

Investment adviser fee	$	1,176,997
Trustees’ fees and expenses		6,452
Custodian fee		396,243
Legal and accounting services		138,244
Miscellaneous		12,271


Total expenses	$	1,730,207


Deduct —
Reduction of custodian fee	$	1,273


Total expense reductions	$	1,273



Net expenses	$	1,728,934



Net investment income	$	5,290,442





Realized and Unrealized Gain (Loss)

Net realized gain (loss) —
Investment transactions (including $2,990,430 from precious metals)	$	9,056,025
Investment transactions allocated from affiliated investment		854
Financial futures contracts		(783,134	)
Swap contracts		(26,245	)
Foreign currency and forward foreign currency exchange contract transactions		(717,983	)


Net realized gain	$	7,529,517


Change in unrealized appreciation (depreciation) —
Investments (including net decrease of $661,494 from precious metals)	$	(6,539,033	)
Financial futures contracts		(17,118	)
Swap contracts		357,718
Foreign currency and forward foreign currency exchange contracts		106,645


Net change in unrealized appreciation (depreciation)	$	(6,091,788	)



Net realized and unrealized gain	$	1,437,729



Net increase in net assets from operations	$	6,728,171

See Notes to Consolidated Financial Statements.

International Income Portfolio

October 31, 2011

Consolidated Statements of Changes in Net Assets


	Year Ended October 31,

Increase (Decrease) in Net Assets	2011			2010

From operations —
Net investment income	$	5,290,442		$	2,790,415
Net realized gain (loss) from investment transactions, written options, financial futures contracts, swap contracts, and foreign currency and forward foreign currency exchange contract transactions		7,529,517			(1,113,484	)
Net change in unrealized appreciation (depreciation) from investments, written options, financial futures contracts, swap contracts, foreign currency and forward foreign currency exchange contracts		(6,091,788	)		4,778,202


Net increase in net assets from operations	$	6,728,171		$	6,455,133


Capital transactions —
Contributions	$	35,325,507		$	95,656,439
Withdrawals		(4,103,246	)		(2,987,484	)


Net increase in net assets from capital transactions	$	31,222,261		$	92,668,955



Net increase in net assets	$	37,950,432		$	99,124,088





Net Assets

At beginning of year	$	168,705,449		$	69,581,361


At end of year	$	206,655,881		$	168,705,449

See Notes to Consolidated Financial Statements.

International Income Portfolio

October 31, 2011

Consolidated Supplementary Data


	Year Ended October 31,
													Period Ended
Ratios/Supplemental Data	2011			2010			2009			2008			October 31, 2007⁽¹⁾

Ratios (as a percentage of average daily net assets):
Expenses⁽²⁾		0.92	%		0.96	%		0.90	%		1.01	%		1.35	%⁽³⁾
Net investment income		2.81	%		2.51	%		3.34	%		4.01	%		3.75	%⁽³⁾
Portfolio Turnover		31	%		45	%		28	%		14	%		2	%⁽⁴⁾


Total Return		4.05	%		1.85	%		20.91	%		(0.64	)%		10.05	%⁽⁴⁾



Net assets, end of period (000’s omitted)	$	206,656		$	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

October 31, 2011

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 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, 2011, Eaton Vance Diversified Currency Income Fund (formerly, Eaton Vance International Multi-Market Local Income Fund and Eaton Vance International Income Fund), Eaton Vance International (Cayman Islands) Strategic Income Fund and Eaton Vance Strategic Income Fund held an interest of 16.2%, 13.2% and 70.5%, 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, 2011 were $13,959,372 or 6.8% 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.

A Investment Valuation — Debt obligations (including short-term obligations with a remaining maturity of more than sixty days and excluding most seasoned, fixed-rate 30 year mortgage-backed securities as noted below) 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 obligations 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. 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 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 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 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.

International Income Portfolio

October 31, 2011

Notes to Consolidated Financial Statements — continued

I Financial Futures Contracts — 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.

International Income Portfolio

October 31, 2011

Notes to Consolidated Financial Statements — continued

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.

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 the Portfolio’s policies on investment valuations discussed above. If an option which the Portfolio has 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.

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 proceeds 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 may create economic 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. For financial reporting purposes, unamortized upfront payments, if any, are netted with unrealized appreciation or depreciation on swap contracts to determine the market value of swaps as presented in Notes 5 and 8. 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.

International Income Portfolio

October 31, 2011

Notes to Consolidated Financial Statements — continued

agreement. In the event of insolvency of the counterparty to a repurchase agreement, recovery of the repurchase price owed to the Portfolio may be delayed. Such an insolvency also may result in a loss to the extent that the value of the purchased securities decreases during the delay or that value has otherwise not been maintained at an amount at least equal to the repurchase price.

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. The Portfolio 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, 2011, the Portfolio’s investment adviser fee totaled $1,176,997 or 0.625% of the Portfolio’s consolidated average daily net assets.

During the year ended October 31, 2011, BMR reimbursed the Portfolio $109 for a trading error. The effect of the loss incurred and the reimbursement by BMR 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 and including maturities and paydowns, for the year ended October 31, 2011 were as follows:


	Purchases		Sales


Investments (non-U.S. Government)	$	33,499,409	$	16,404,201
U.S. Government and Agency Securities		—		8,202,665



	$	33,499,409	$	24,606,866

4 Federal Income Tax Basis of Investments

The cost and unrealized appreciation (depreciation) of investments of the Portfolio at October 31, 2011, as determined on a federal income tax basis, were as follows:


Aggregate cost	$	197,110,081



Gross unrealized appreciation	$	4,648,579
Gross unrealized depreciation		(3,199,872	)



Net unrealized appreciation	$	1,448,707

The net unrealized appreciation on swaps, financial futures, foreign currency and forward foreign currency exchange contracts at October 31, 2011 on a federal income tax basis was $22,281.

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 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.

International Income Portfolio

October 31, 2011

Notes to Consolidated Financial Statements — continued

A summary of obligations under these financial instruments at October 31, 2011 is as follows:

Forward Foreign Currency Exchange Contracts

Sales

Net Unrealized

Appreciation

Settlement Date

Deliver

In Exchange For

Counterparty

(Depreciation)

11/4/11

Kenyan Shilling
119,970,000

United States Dollar
1,235,530

Standard Bank

27,993

11/23/11

Euro
23,974,144

United States Dollar
33,264,844

Nomura International PLC

98,870

12/20/11

Norwegian Krone
4,000,000

Euro
501,281

Citigroup Global Markets

(23,184

)

1/17/12

Israeli Shekel
1,310,234

United States Dollar
353,496

JPMorgan Chase Bank

(7,126

)

1/27/12

Euro
2,600,000

United States Dollar
3,205,800

Deutsche Bank

(389,839

)

2/10/12

New Taiwan Dollar
97,200,000

United States Dollar
3,403,361

Deutsche Bank

146,813

2/22/12

Euro
1,197,183

United States Dollar
1,637,181

Goldman Sachs, Inc.

(18,412

)

3/16/12

Sri Lankan Rupee
8,460,000

United States Dollar
74,801

Standard Chartered Bank

(288

)

3/23/12

Sri Lankan Rupee
7,320,000

United States Dollar
64,922

HSBC Bank USA

4/3/12

Brazilian Real
3,348,000

United States Dollar
1,989,305

Deutsche Bank

97,566

4/3/12

Brazilian Real
3,347,000

United States Dollar
1,989,893

Nomura International PLC

98,719

4/3/12

Brazilian Real
587,300

United States Dollar
353,902

Standard Bank

22,056

4/3/12

Brazilian Real
4,144,000

United States Dollar
2,469,607

Standard Chartered Bank

128,099

181,286

Purchases

Net Unrealized

Appreciation

Settlement Date

In Exchange For

Deliver

Counterparty

(Depreciation)

11/1/11

New Turkish Lira
3,237,340

United States Dollar
1,852,911

BNP Paribas SA

(22,251

)

11/1/11

Uganda Schilling
802,535,600

United States Dollar
305,919

Citigroup Global Markets

4,540

11/1/11

Uganda Schilling
426,995,000

United States Dollar
155,527

Standard Chartered Bank

9,655

11/1/11

Uganda Schilling
310,000,700

United States Dollar
118,502

Standard Chartered Bank

1,421

11/2/11

New Turkish Lira
899,343

United States Dollar
511,652

Credit Suisse

(3,203

)

11/4/11

Kenyan Shilling
119,970,000

United States Dollar
1,451,718

Citigroup Global Markets

(244,180

)

International Income Portfolio

October 31, 2011

Notes to Consolidated Financial Statements — continued

Forward Foreign Currency Exchange Contracts (continued)

Purchases

Net Unrealized

Appreciation

Settlement Date

In Exchange For

Deliver

Counterparty

(Depreciation)

11/8/11

Indonesian Rupiah
7,035,176,000

United States Dollar
826,210

Bank of America

(31,849

)

11/8/11

Indonesian Rupiah
6,336,881,000

United States Dollar
743,853

Barclays Bank PLC

(28,338

)

11/8/11

Indonesian Rupiah
6,336,881,000

United States Dollar
743,984

BNP Paribas SA

(28,469

)

11/8/11

Indonesian Rupiah
7,040,256,000

United States Dollar
826,806

Citigroup Global Markets

(31,872

)

11/8/11

Indonesian Rupiah
7,035,176,000

United States Dollar
826,210

Credit Suisse

(31,849

)

11/8/11

Indonesian Rupiah
21,574,000,000

United States Dollar
2,428,137

Standard Chartered Bank

7,841

11/9/11

Ghanaian Cedi
878,000

United States Dollar
565,175

Citigroup Global Markets

(16,098

)

11/9/11

Ghanaian Cedi
2,205,000

United States Dollar
1,402,226

JPMorgan Chase Bank

(23,278

)

11/9/11

Hungarian Forint
734,356,697

United States Dollar
3,454,821

Nomura International PLC

(125,832

)

11/14/11

Singapore Dollar
10,887,844

United States Dollar
8,826,789

Barclays Bank PLC

(149,861

)

11/14/11

Swedish Krona
29,000,000

Euro
3,171,721

Goldman Sachs, Inc.

58,549

11/16/11

Moroccan Dirham
13,584,422

Euro
1,194,235

JPMorgan Chase Bank

16,326

11/16/11

New Zealand Dollar
2,375,060

United States Dollar
1,962,393

Standard Chartered Bank

(43,505

)

11/16/11

Russian Ruble
53,270,000

United States Dollar
1,736,310

HSBC Bank USA

15,645

11/17/11

Australian Dollar
1,651,466

United States Dollar
1,677,279

Citigroup Global Markets

60,024

11/21/11

Czech Koruna
73,500,000

Euro
3,001,384

JPMorgan Chase Bank

(62,550

)

11/21/11

Swiss Franc
1,572,225

Euro
1,308,261

HSBC Bank USA

(18,305

)

12/8/11

Russian Ruble
43,630,000

United States Dollar
1,352,135

HSBC Bank USA

77,824

12/20/11

Norwegian Krone
29,404,281

Euro
3,667,165

HSBC Bank USA

195,023

1/3/12

Polish Zloty
15,657,744

Euro
3,515,750

State Street Bank and Trust Co.

28,203

1/11/12

Indian Rupee
93,880,000

United States Dollar
1,879,950

Barclays Bank PLC

22,637

1/11/12

Indian Rupee
103,720,000

United States Dollar
2,278,694

BNP Paribas SA

(176,688

)

1/11/12

Indian Rupee
25,170,000

United States Dollar
495,892

Credit Suisse

14,207

1/11/12

Indian Rupee
217,990,000

United States Dollar
4,530,133

Credit Suisse

(112,312

)

International Income Portfolio

October 31, 2011

Notes to Consolidated Financial Statements — continued

Forward Foreign Currency Exchange Contracts (continued)

Purchases

Net Unrealized

Appreciation

Settlement Date

In Exchange For

Deliver

Counterparty

(Depreciation)

1/19/12

Yuan Renminbi
470,000

United States Dollar
74,250

Barclays Bank PLC

(355

)

1/25/12

Zambian Kwacha
5,373,644,911

United States Dollar
1,035,384

Standard Chartered Bank

17,855

3/12/12

Swedish Krona
7,511,348

United States Dollar
1,159,000

Goldman Sachs, Inc.

(14,000

)

3/20/12

Swedish Krona
17,173,288

Euro
1,862,087

State Street Bank and Trust Co.

41,791

4/24/12

Uganda Schilling
422,110,000

United States Dollar
136,121

Citigroup Global Markets

14,464

4/24/12

Uganda Schilling
381,030,000

United States Dollar
121,891

Standard Chartered Bank

14,039

4/26/12

Uganda Schilling
665,132,000

United States Dollar
218,076

Barclays Bank PLC

19,070

4/26/12

Uganda Schilling
391,971,000

United States Dollar
128,305

Citigroup Global Markets

11,448

6/15/12

Yuan Renminbi
3,397,000

United States Dollar
528,223

Goldman Sachs, Inc.

2,547

7/25/12

Uganda Schilling
408,500,000

United States Dollar
125,276

Standard Chartered Bank

15,350

10/25/12

Uganda Schilling
354,530,000

United States Dollar
104,403

Standard Chartered Bank

8,933

10/29/12

Uganda Schilling
627,024,000

United States Dollar
201,001

Citigroup Global Markets

(1,207

)

10/29/12

Uganda Schilling
631,103,000

United States Dollar
199,997

Standard Chartered Bank

1,098

10/31/12

Uganda Schilling
476,329,900

United States Dollar
154,052

Standard Bank

(2,521

)

(510,033

)


Futures Contracts
									Net Unrealized
Expiration									Appreciation
Month/Year	Contracts	Position	Aggregate Cost			Value			(Depreciation)

12/11	7 U.S. 5-Year Treasury Note	Short	$	(857,547	)	$	(858,266	)	$	(719	)
12/11	33 U.S. 10-Year Treasury Note	Short		(4,272,469	)		(4,259,063	)		13,406
12/11	18 U.S. 30-Year Treasury Bond	Short		(2,466,819	)		(2,502,562	)		(35,743	)



									$	(23,056	)

International Income Portfolio

October 31, 2011

Notes to Consolidated Financial Statements — continued

Interest Rate Swaps

Notional

Portfolio

Net Unrealized

Amount

Pays/Receives

Floating

Annual

Termination

Appreciation

Counterparty

(000’s omitted)

Floating Rate

Rate Index

Fixed Rate

Date

(Depreciation)

Bank of America

ILS 380

Receives

3-month ILS TELBOR

4.20

11/19/14

(7,317

)

Bank of America

ILS 400

Receives

3-month ILS TELBOR

4.54

1/6/15

(9,062

)

Barclays Bank PLC

ILS 178

Receives

3-month ILS TELBOR

5.15

3/5/20

(4,541

)

Barclays Bank PLC

ILS 181

Receives

3-month ILS TELBOR

5.16

3/8/20

(4,647

)

Citibank NA

CZK 70,200

Pays

6-month CZK PRIBOR

2.57

4/18/14

157,223

131,656

CZK - Czech Koruna

ILS - Israeli Shekel


Credit Default Swaps — Buy Protection
		Notional		Contract								Upfront			Net Unrealized
		Amount		Annual			Termination		Market			Payments			Appreciation
Reference Entity	Counterparty	(000’s omitted)		Fixed Rate*			Date		Value			Received (Paid)			(Depreciation)


Austria	Barclays Bank PLC	$	200		0.44	%		12/20/13	$	1,514		$	—		$	1,514
Austria	Barclays Bank PLC		100		1.42			3/20/14		(1,476	)		—			(1,476	)
Egypt	Bank of America		100		1.00	⁽¹⁾		6/20/15		9,403			(4,507	)		4,896
Egypt	Citigroup Global Markets		50		1.00	⁽¹⁾		6/20/20		11,043			(4,787	)		6,256
Egypt	Citigroup Global Markets		50		1.00	⁽¹⁾		6/20/20		11,043			(5,029	)		6,014
Egypt	Deutsche Bank		150		1.00	⁽¹⁾		6/20/15		14,104			(5,932	)		8,172
Egypt	Deutsche Bank		50		1.00	⁽¹⁾		6/20/15		4,701			(2,297	)		2,404
Egypt	Deutsche Bank		50		1.00	⁽¹⁾		6/20/20		11,043			(4,817	)		6,226
Lebanon	Barclays Bank PLC		100		1.00	⁽¹⁾		12/20/14		7,738			(4,830	)		2,908
Lebanon	Citigroup Global Markets		150		3.30			9/20/14		793			—			793
Lebanon	Citigroup Global Markets		200		1.00	⁽¹⁾		12/20/14		15,476			(9,806	)		5,670
Lebanon	Citigroup Global Markets		100		1.00	⁽¹⁾		3/20/15		8,484			(4,258	)		4,226
Lebanon	Credit Suisse		100		1.00	⁽¹⁾		3/20/15		8,484			(4,777	)		3,707
Lebanon	Credit Suisse		100		1.00	⁽¹⁾		3/20/15		8,484			(4,805	)		3,679
Lebanon	Deutsche Bank		100		1.00	⁽¹⁾		3/20/15		8,484			(4,436	)		4,048
Philippines	Barclays Bank PLC		72		1.00	⁽¹⁾		3/20/15		497			(1,416	)		(919	)
Philippines	Deutsche Bank		100		1.00	⁽¹⁾		3/20/15		689			(2,136	)		(1,447	)
Philippines	JPMorgan Chase Bank		71		1.00	%⁽¹⁾		3/20/15		490			(1,396	)		(906	)
South Africa	Bank of America		200		1.00	⁽¹⁾		12/20/19		11,167			(7,549	)		3,618
South Africa	Barclays Bank PLC		200		1.00	⁽¹⁾		12/20/19		11,168			(8,727	)		2,441
South Africa	Citigroup Global Markets		100		1.00	⁽¹⁾		12/20/19		5,584			(4,960	)		624
South Africa	Credit Suisse		100		1.00	⁽¹⁾		3/20/20		5,812			(4,471	)		1,341
South Africa	JPMorgan Chase Bank		100		1.00	⁽¹⁾		12/20/19		5,584			(5,172	)		412
South Africa	JPMorgan Chase Bank		100		1.00	⁽¹⁾		3/20/20		5,812			(3,610	)		2,202
South Africa	JPMorgan Chase Bank		100		1.00	⁽¹⁾		3/20/20		5,812			(3,739	)		2,073
South Africa	JPMorgan Chase Bank		100		1.00	⁽¹⁾		3/20/20		5,812			(5,167	)		645
Spain	Barclays Bank PLC		100		1.00	⁽¹⁾		3/20/20		14,533			(1,006	)		13,527
Thailand	Barclays Bank PLC		200		0.97			9/20/19		10,912			—			10,912
Thailand	Citigroup Global Markets		200		0.86			12/20/14		1,901			—			1,901
Thailand	Citigroup Global Markets		100		0.95			9/20/19		5,596			—			5,596

International Income Portfolio

October 31, 2011

Notes to Consolidated Financial Statements — continued


Credit Default Swaps — Buy Protection (continued)
		Notional		Contract							Upfront			Net Unrealized
		Amount		Annual			Termination		Market		Payments			Appreciation
Reference Entity	Counterparty	(000’s omitted)		Fixed Rate*			Date		Value		Received (Paid)			(Depreciation)


Thailand	JPMorgan Chase Bank	$	100		0.87	%		12/20/14	$	919	$	—		$	919
Uruguay	Deutsche Bank		100		1.00	⁽¹⁾		6/20/20		5,849		(6,436	)		(587	)
Banco de Sabadell, S.A.	JPMorgan Chase Bank		70		3.00	⁽¹⁾		3/20/15		17,339		(310	)		17,029
Citibank Corp.	Bank of America		420		1.00	⁽¹⁾		9/20/20		31,310		(23,620	)		7,690
Citibank Corp.	JPMorgan Chase Bank		420		1.00	⁽¹⁾		9/20/20		31,310		(25,000	)		6,310
Erste Group Bank AG	Barclays Bank PLC		70		1.00	⁽¹⁾		3/20/15		7,736		(3,363	)		4,373
ING Verzekeringen N.V.	JPMorgan Chase Bank		70		1.00	⁽¹⁾		3/20/15		4,493		(1,513	)		2,980
Rabobank Nederland N.V.	JPMorgan Chase Bank		70		1.00	⁽¹⁾		3/20/15		1,295		(44	)		1,251
Raiffeisen Zentralbank	Barclays Bank PLC		70		1.00	⁽¹⁾		3/20/15		6,935		(4,539	)		2,396



									$	317,873	$	(174,455	)	$	143,418


*	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.

At October 31, 2011, the Portfolio had sufficient cash and/or securities to cover commitments under these contracts.

In the normal course of pursuing its investment objective and its use of derivatives, 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 a particular exposure to credit risk, or to enhance return.

Foreign Exchange Risk: The Portfolio engages in forward foreign currency exchange contracts to enhance return, to hedge against fluctuations in currency exchange rates and/or as a substitute for the purchase or sale of securities or currencies.

Interest Rate Risk: The Portfolio utilizes various interest rate derivatives including futures and interest rate swaps to enhance return, to change the overall duration of the portfolio, or to hedge against fluctuations in securities prices due to interest rates.

The Portfolio enters into swap contracts and forward foreign currency exchange contracts that may contain provisions whereby the counterparty may terminate the contract under certain conditions, including but not limited to a decline in the Portfolio’s net assets below a certain level over a certain period of time, which would trigger a payment by the Portfolio for those derivatives in a liability position. At October 31, 2011, the amount of derivatives with credit-related contingent features in a net liability position was $1,638,274. The aggregate fair value of assets pledged as collateral by the Portfolio for such liability was $889,995 at October 31, 2011.

The non-exchange traded derivatives in which the Portfolio invests, including swap contracts 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, 2011, the maximum amount of loss the Portfolio would incur due to counterparty risk was $1,584,601 with the highest amount from any one counterparty being $288,511. 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, 2011, the maximum amount of loss the Portfolio would incur due to counterparty risk would be reduced by approximately $935,935 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.

International Income Portfolio

October 31, 2011

Notes to Consolidated Financial Statements — continued

The fair value of open derivative instruments (not considered to be hedging instruments for accounting disclosure purposes) by risk exposure at October 31, 2011 was as follows:


	Fair Value
				Foreign			Interest
Consolidated Statement of Assets and Liabilities Caption	Credit			Exchange			Rate


Net unrealized appreciation*	$	—		$	—		$	13,406
Receivable for open forward foreign currency exchange contracts		—			1,278,625			—
Receivable for open swap contracts; Premium paid/received on open swap contracts		319,349			—			157,223



Total Asset Derivatives	$	319,349		$	1,278,625		$	170,629



Net unrealized appreciation*	$	—		$	—		$	(36,462	)
Payable for open forward foreign currency exchange contracts		—			(1,607,372	)		—
Payable for open swap contracts; Premium paid/received on open swap contracts		(1,476	)		—			(25,567	)



Total Liability Derivatives	$	(1,476	)	$	(1,607,372	)	$	(62,029	)


*	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			Exchange			Rate


Net realized gain (loss) —
Financial futures contracts	$	—		$	—		$	(783,134	)
Swap contracts		(41,867	)		—			15,622
Foreign currency and forward foreign currency exchange contract transactions		—			(781,723	)		—



Total	$	(41,867	)	$	(781,723	)	$	(767,512	)



Change in unrealized appreciation (depreciation) —
Financial futures contracts	$	—		$	—		$	(17,118	)
Swap contracts		205,674			—			152,044
Foreign currency and forward foreign currency exchange contracts		—			11,143			—



Total	$	205,674		$	11,143		$	134,926

The average notional amounts of futures contracts, forward foreign currency exchange contracts and swap contracts outstanding during the year ended October 31, 2011, which are indicative of the volume of these derivative types, were approximately $4,985,000, $121,440,000 and $10,286,000, respectively.

6 Line of Credit

International Income Portfolio

October 31, 2011

Notes to Consolidated Financial Statements — continued

7 Risks Associated with Foreign Investments and Currencies

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)

At October 31, 2011, the hierarchy of inputs used in valuing the Portfolio’s investments and open derivative instruments, which are carried at value, were as follows:


Asset Description	Level 1			Level 2			Level 3		Total


Foreign Government Bonds	$	—		$	59,116,576		$	—	$	59,116,576
Collateralized Mortgage Obligations		—			1,658,208			—		1,658,208
Mortgage Pass-Throughs		—			13,864,357			—		13,864,357
Precious Metals		13,412,921			—			—		13,412,921
Short-Term Investments —
Foreign Government Securities		—			76,104,103			—		76,104,103
U.S. Treasury Obligations		—			10,999,934			—		10,999,934
Other Securities		—			23,402,689			—		23,402,689



Total Investments	$	13,412,921		$	185,145,867		$	—	$	198,558,788



Forward Foreign Currency Exchange Contracts	$	—		$	1,278,625		$	—	$	1,278,625
Futures Contracts		13,406			—			—		13,406
Swap Contracts		—			476,572			—		476,572



Total	$	13,426,327		$	186,901,064		$	—	$	200,327,391




Liability Description



Forward Foreign Currency Exchange Contracts	$	—		$	(1,607,372	)	$	—	$	(1,607,372	)
Futures Contracts		(36,462	)		—			—		(36,462	)
Swap Contracts		—			(27,043	)		—		(27,043	)



Total	$	(36,462	)	$	(1,634,415	)	$	—	$	(1,670,877	)

International Income Portfolio

October 31, 2011

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, 2011, 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 four 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, 2011, 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, such 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, 2011, 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 four 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 22, 2011

Eaton Vance

Diversified Currency Income Fund

October 31, 2011

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 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. Each Trustee oversees 179 portfolios in the Eaton Vance Complex (including all master and feeder funds in a master feeder structure). Each officer serves as an officer of certain other Eaton Vance funds. Each Trustee and officer serves until his or her successor is elected.


	Position(s)
	with the
	Trust and		Principal Occupation(s) and Directorships
Name and Year of Birth	the Portfolio	Length of Service	During Past Five Years and Other Relevant Experience



Interested Trustee

Thomas E. Faust Jr. 1958	Trustee	Since 2007	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 179 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 and Portfolio. Directorships in the Last Five Years.⁽¹⁾ Director of EVC.

Noninterested Trustees

Scott E. Eston 1956	Trustee	Since 2011	Private investor. Formerly held various positions at Grantham, Mayo, Van Otterloo and Co., L.L.C. (investment management firm) (1997-2009), including Chief Operating Officer (2002-2009), Chief Financial Officer (1997-2009) and Chairman of the Executive Committee (2002-2008); President and Principal Executive Officer, GMO Trust (open-end registered investment company) (2006-2009). Former Partner, Coopers and Lybrand L.L.P. (now PricewaterhouseCoopers) (public accounting firm) (1987-1997). Directorships in the Last Five Years. None.

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. Directorships in the Last Five Years.⁽¹⁾ None.

Allen R. Freedman 1940	Trustee	Since 2007	Private Investor. 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). Former Chairman and a Director of Indus International, Inc. (provider of enterprise management software to the power generating industry) (2005-2007). Former Chief Executive Officer of Assurant, Inc. (insurance provider) (1979-2000). Directorships in the Last Five Years.⁽¹⁾ Director of Stonemor Partners, L.P. (owner and operator of cemeteries). Formerly, Director of Assurant, Inc. (insurance provider) (1979-2011).

William H. Park 1947	Trustee	Of the Trust since 2003 and of the Portfolio since 2007	Consultant and private investor. Formerly, Chief Financial Officer, Aveon Group L.P. (investment management firm) (2010-2011). 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 (investment management firm) (1982-2001). Formerly, Senior Manager, Price Waterhouse (now PricewaterhouseCoopers) (an independent registered public accounting firm) (1972-1981). Directorships in the Last Five Years.⁽¹⁾ None.

Eaton Vance

Diversified Currency Income Fund

October 31, 2011

Management and Organization — continued


	Position(s)
	with the
	Trust and		Principal Occupation(s) and Directorships
Name and Year of Birth	the Portfolio	Length of Service	During Past Five Years and Other Relevant Experience


Noninterested Trustees (continued)

Ronald A. Pearlman 1940	Trustee	Of the Trust since 2003 and of the Portfolio since 2007	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). Directorships in the Last Five Years.⁽¹⁾ None.

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). Directorships in the Last Five Years.⁽¹⁾ Formerly, Director of BJ’s Wholesale Club, Inc. (wholesale club retailer) (2004-2011). 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	Of the Trust since 1998 and of the Portfolio since 2007	Paul Hastings Professor of Corporate and Securities Law (since 2006) and Professor of Law (2001- 2006), University of California at Los Angeles School of Law. Directorships in the Last Five Years.⁽¹⁾ None.

Harriett Tee Taggart 1948	Trustee	Since 2011	Managing Director, Taggart Associates (a professional practice firm). Formerly, Partner and Senior Vice President, Wellington Management Company, LLP (investment management firm) (1983-2006). Directorships in the Last Five Years. Director of Albemarle Corporation (chemicals manufacturer) (since 2007) and The Hanover Group (specialty property and casualty insurance company) (since 2009). Formerly, Director of Lubrizol Corporation (specialty chemicals) (2007-2011).

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	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). Directorships in the Last Five Years.⁽¹⁾ None.

Principal Officers who are not Trustees
	Position(s)
	with the
	Trust and	Length of	Principal Occupation(s)
Name and Year of Birth	the Portfolio	Service	During Past Five Years


Duncan W. Richardson 1957	President of the Trust	Since 2011⁽²⁾	Director of EVC and Executive Vice President and Chief Equity Investment Officer of EVC, EVM and BMR.

Mark S. Venezia 1949	President of the Portfolio	Since 2007	Vice President of EVM and BMR.

Payson F. Swaffield 1956	Vice President	Since 2011	Chief Income Investment Officer of EVC. Vice President of EVM and BMR.

Barbara E. Campbell 1957	Treasurer	Of the Trust since 2005 and of the Portfolio since 2008	Vice President of EVM and BMR.

Eaton Vance

Diversified Currency Income Fund

October 31, 2011

Management and Organization — continued


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


Principal Officers who are not Trustees (continued)

Maureen A. Gemma 1960	Vice President, Secretary and Chief Legal Officer	Vice President since 2011; Secretary since 2007 and Chief Legal Officer since 2008	Vice President of EVM and 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.


⁽¹⁾		During their respective tenures, the Trustees (except Mr. Eston and Ms. Taggart) 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 Trust (launched in 1998 and terminated in 2009).
⁽²⁾		Prior to 2011, Mr. Richardson was Vice President of the Trust since 2001.

Eaton Vance

Diversified Currency Income Fund

October 31, 2011

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.

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
Diversified Currency 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 Investment Servicing (US) Inc.

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

Fund Offices
Two International Place

Boston, MA 02110


3042-12/11	INTLISRC


Eaton Vance Low Duration Fund Annual Report October 31, 2011

Annual Report October 31, 2011

Eaton Vance
Low Duration Fund

Table of Contents


Management’s Discussion of Fund Performance	2
Performance	3
Fund Profile	4
Endnotes and Additional Disclosures	5
Fund Expenses	6
Financial Statements	7
Report of Independent Registered Public Accounting Firm	19	and 31
Federal Tax Information	20
Management and Organization	32
Important Notices	35

Eaton Vance
Low Duration Fund

October 31, 2011

Management’s Discussion of Fund Performance¹

Economic and Market Conditions

In the second half of the period, the investment backdrop became increasingly more favorable for U.S. government securities. Initially, global economic growth showed signs of decelerating, which raised the odds of a U.S. recession, tempered investors’ worries about rising interest-rates and inflation, and fueled their appetite for investments that historically had provided safe havens amid periods of economic and market uncertainty. Meanwhile, new accommodative policies from the Fed aimed at keeping interest rates low also bolstered demand for U.S. government-backed investments. In August, the Fed stated its plan to keep policy rates at or near zero until at least mid-2013. At its next meeting in September, the Fed announced further monetary stimulus with its maturity extension program. Dubbed “Operation Twist,” this program involved the central bank’s swapping its short-term holdings for longer-term Treasury bonds. Against this already favorable backdrop for high-quality fixed-income securities, investor demand further intensified in late summer, despite the contentious tone of the debate to increase the U.S. debt ceiling and Standard & Poor’s resultant decision to downgrade the country’s long-term credit rating. Investors flocked to high-quality U.S. government bonds amid deepening financial stress in Europe, slowing worldwide economic activity and severe global equity markets volatility.

Fund Performance

For the fiscal year ending October 31, 2011, Eaton Vance Low Duration Fund’s Class A shares at net asset value (NAV) had a total return of 0.65%. By comparison, the Fund’s benchmark, the BofA Merrill Lynch 1-3 Year Treasury Index (the Index),² returned 1.09% during the period.

The Fund’s underperformance was primarily due to the shorter portfolio duration of the Fund’s investments during the period. Duration is a measure of a portfolio’s price sensitivity to changes in interest rates based on the timing of anticipated principal and interest payments. A shorter portfolio duration normally has less exposure to interest-rate changes. Although the Fund’s comparatively short portfolio duration—accomplished in part by shorting U.S. Treasury futures—aided its performance relative to the Index early in the period, it detracted when U.S. government bonds rallied strongly in the second half of the period. In recognition of the slowing of the U.S. economy and the Fed’s policy of keeping rates low until mid-2013 at the earliest, the Fund’s portfolio duration was lengthened to roughly 1.2 years by the end of the period.

By contrast, performance was aided by the Fund’s larger-than-index stake in seasoned mortgage-backed securities (MBS). During the past 12 months, these MBS modestly outpaced Treasuries, in which the Fund was underweighted. The Fund’s seasoned MBS investments typically were comprised of mortgages originated from the late 1980s through early 2001/2002. The Fund’s seasoned MBS holdings generally have lower loan-to-value ratios, meaning that the homeowners who took out these loans have more equity in their homes than the average borrower and, in most cases, two- to four-times more than the remaining mortgage amount. Because of these characteristics, seasoned MBS holdings benefited from comparatively stable rates of prepayment—consistently in the mid-teens.

The Fund’s performance also was bolstered by an approximate 10% exposure to Floating Rate Portfolio. Much of the benefit of owning bank loans came in the first half of the period, when strong investor demand for higher-yielding alternatives to government bonds and sustained improvements in issuer fundamentals boosted the sector.

See Endnotes and Additional Disclosures in this report.

Eaton Vance
Low Duration Fund

October 31, 2011

Performance^2,3

Portfolio Manager Susan Schiff, CFA


										Since
% Average Annual Total Returns	Inception Date			1 Year			5 Years			Inception

Class A at NAV		9/30/2002			0.65	%		4.06	%		3.07	%
Class A at 2.25% Maximum Sales Charge		—			–1.59			3.59			2.82
Class B at NAV		9/30/2002			–0.10			3.29			2.31
Class B at 3% Maximum Sales Charge		—			–3.03			3.29			2.31
Class C at NAV		9/30/2002			0.04			3.45			2.46
Class C at 1% Maximum Sales Charge		—			–0.93			3.45			2.46
Class I at NAV		5/4/2009			0.91			—			3.70

BofA Merrill Lynch 1-3 Year U.S. Treasury Index		9/30/2002			1.09	%		3.77	%		3.04	%

Total Annual Operating Expense Ratios⁴	Class A			Class B			Class C			Class I

		0.95	%		1.70	%		1.55	%		0.70	%

Growth of $10,000

This graph shows the change in value of a hypothetical investment of $10,000 in Class A of the Fund for the period indicated. For comparison, the same investment is shown in the indicated index.

With Maximum

Period Beginning

At NAV

Sales Charge

Class B

9/30/02

12,301

N.A.

Class C

9/30/02

12,473

N.A.

Class I

5/4/09

10,949

N.A.

See Endnotes and Additional Disclosures in this report.

Eaton Vance
Low Duration Fund

October 31, 2011

Fund Profile⁵

Asset Allocation (% of total investments)

See Endnotes and Additional Disclosures in this report.

Eaton Vance
Low Duration Fund

October 31, 2011

Endnotes and Additional Disclosures



¹		The views expressed in this report are those of portfolio manager(s) and are current only through the date stated at the top of this page. These views are subject to change at any time based upon market or other conditions, and Eaton Vance and the Fund(s) disclaim any responsibility to update such views. These views may not be relied upon as investment advice and, because investment decisions are based on many factors, may not be relied upon as an indication of trading intent on behalf of any Eaton Vance fund. This commentary may contain statements that are not historical facts, referred to as forward looking statements. The Fund’s actual future results may differ significantly from those stated in any forward looking statement, depending on factors such as changes in securities or financial markets or general economic conditions, the volume of sales and purchases of Fund shares, the continuation of investment advisory, administrative and service contracts, and other risks discussed from time to time in the Fund’s filings with the Securities and Exchange Commission.

²		BofA Merrill Lynch 1-3 Year U.S. Treasury Index is an unmanaged index of short-term U.S. Treasury securities. Index returns do not reflect the effect of any applicable sales charges, commissions, expenses, taxes or leverage, as applicable. It is not possible to invest directly in an index.

³		Total Returns at NAV do not include applicable sales charges. If sales charges were deducted, the returns would be lower. Total Returns shown with maximum sales charge reflect the stated maximum sales charge. Unless otherwise stated, performance does not reflect the deduction of taxes on Fund distributions or redemptions of Fund shares.

⁴		Source: Fund prospectus.

⁵		Fund invests in one or more affiliated investment companies (Portfolios) and also may invest directly. Unless otherwise noted, references to investments are to the aggregate holdings of the Portfolios.

		Fund profile subject to change due to active management.

Eaton Vance

Low Duration Fund

October 31, 2011

Fund Expenses


	Beginning		Ending		Expenses Paid		Annualized
	Account Value		Account Value		During Period*		Expense
	(5/1/11)		(10/31/11)		(5/1/11 – 10/31/11)		Ratio


Actual
Class A	$	1,000.00	$	1,005.00	$	4.75		0.94	%
Class B	$	1,000.00	$	1,001.30	$	8.47		1.68	%
Class C	$	1,000.00	$	1,002.00	$	7.77		1.54	%
Class I	$	1,000.00	$	1,006.30	$	3.49		0.69	%





Hypothetical
(5% return per year before expenses)
Class A	$	1,000.00	$	1,020.50	$	4.79		0.94	%
Class B	$	1,000.00	$	1,016.70	$	8.54		1.68	%
Class C	$	1,000.00	$	1,017.40	$	7.83		1.54	%
Class I	$	1,000.00	$	1,021.70	$	3.52		0.69	%

Eaton Vance

Low Duration Fund

October 31, 2011

Statement of Assets and Liabilities


Assets	October 31, 2011

Investment in Short-Term U.S. Government Portfolio, at value (identified cost, $364,915,993)	$	388,627,419
Investment in Floating Rate Portfolio, at value (identified cost, $41,432,763)		43,755,426
Investment in Government Obligations Portfolio, at value (identified cost, $26,135,475)		27,480,233
Receivable for Fund shares sold		937,747


Total assets	$	460,800,825





Liabilities

Payable for Fund shares redeemed	$	1,495,007
Distributions payable		280,030
Payable to affiliates:
Distribution and service fees		157,168
Trustees’ fees		42
Accrued expenses		115,486


Total liabilities	$	2,047,733


Net Assets	$	458,753,092





Sources of Net Assets

Paid-in capital	$	467,331,602
Accumulated net realized loss from Portfolios		(35,836,037	)
Accumulated distributions in excess of net investment income		(121,320	)
Net unrealized appreciation from Portfolios		27,378,847


Net Assets	$	458,753,092





Class A Shares

Net Assets	$	250,374,756
Shares Outstanding		27,880,327
Net Asset Value and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	8.98
Maximum Offering Price Per Share
(100 ¸ 97.75 of net asset value per share)	$	9.19





Class B Shares

Net Assets	$	9,996,755
Shares Outstanding		1,111,849
Net Asset Value and Offering Price Per Share*
(net assets ¸ shares of beneficial interest outstanding)	$	8.99





Class C Shares

Net Assets	$	132,240,205
Shares Outstanding		14,709,344
Net Asset Value and Offering Price Per Share*
(net assets ¸ shares of beneficial interest outstanding)	$	8.99





Class I Shares

Net Assets	$	66,141,376
Shares Outstanding		7,373,403
Net Asset Value, Offering Price and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	8.97

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.

See Notes to Financial Statements.

Eaton Vance

Low Duration Fund

October 31, 2011

Statement of Operations


	Year Ended
Investment Income	October 31, 2011

Interest and other income allocated from Portfolios	$	16,991,317
Expenses allocated from Portfolios		(2,880,793	)


Total investment income from Portfolios	$	14,110,524





Expenses

Distribution and service fees
Class A	$	720,211
Class B		90,056
Class C		1,219,844
Trustees’ fees and expenses		500
Custodian fee		52,071
Transfer and dividend disbursing agent fees		313,910
Legal and accounting services		51,427
Printing and postage		47,386
Registration fees		115,644
Miscellaneous		15,180


Total expenses	$	2,626,229



Net investment income	$	11,484,295





Realized and Unrealized Gain (Loss) from Portfolios

Net realized gain (loss) —
Investment transactions	$	3,519,327
Financial futures contracts		(12,587,575	)
Swap contracts		330
Foreign currency and forward foreign currency exchange contract transactions		(142,261	)


Net realized loss	$	(9,210,179	)


Change in unrealized appreciation (depreciation) —
Investments	$	(990,142	)
Financial futures contracts		766,192
Swap contracts		(11,444	)
Foreign currency and forward foreign currency exchange contracts		44,450


Net change in unrealized appreciation (depreciation)	$	(190,944	)



Net realized and unrealized loss	$	(9,401,123	)



Net increase in net assets from operations	$	2,083,172

See Notes to Financial Statements.

Eaton Vance

Low Duration Fund

October 31, 2011

Statements of Changes in Net Assets


	Year Ended October 31,

Increase (Decrease) in Net Assets	2011			2010

From operations —
Net investment income	$	11,484,295		$	12,632,714
Net realized loss from investment transactions, financial futures contracts, swap contracts and foreign currency and forward foreign currency exchange contract transactions		(9,210,179	)		(13,384,293	)
Net change in unrealized appreciation (depreciation) from investments, financial futures contracts, swap contracts, foreign currency and forward foreign currency exchange contracts		(190,944	)		19,148,279


Net increase in net assets from operations	$	2,083,172		$	18,396,700


Distributions to shareholders —
From net investment income
Class A	$	(9,161,117	)	$	(10,457,839	)
Class B		(218,468	)		(229,017	)
Class C		(3,692,155	)		(3,693,893	)
Class I		(2,399,395	)		(992,231	)


Total distributions to shareholders	$	(15,471,135	)	$	(15,372,980	)


Transactions in shares of beneficial interest —
Proceeds from sale of shares
Class A	$	93,465,231		$	254,675,279
Class B		5,423,778			6,253,148
Class C		37,126,813			94,691,457
Class I		39,025,233			70,118,891
Net asset value of shares issued to shareholders in payment of distributions declared
Class A		7,380,984			8,687,732
Class B		171,682			173,332
Class C		2,828,326			2,738,300
Class I		701,064			229,816
Cost of shares redeemed
Class A		(190,042,162	)		(176,758,556	)
Class B		(3,141,525	)		(2,410,735	)
Class C		(69,281,431	)		(33,994,604	)
Class I		(38,476,110	)		(18,207,477	)
Net asset value of shares exchanged
Class A		1,820,910			2,820,641
Class B		(1,820,910	)		(2,820,641	)


Net increase (decrease) in net assets from Fund share transactions	$	(114,818,117	)	$	206,196,583



Net increase (decrease) in net assets	$	(128,206,080	)	$	209,220,303





Net Assets

At beginning of year	$	586,959,172		$	377,738,869


At end of year	$	458,753,092		$	586,959,172





Accumulated distributions in excess of net investment income included in net assets

At end of year	$	(121,320	)	$	(210,596	)

See Notes to Financial Statements.

Eaton Vance

Low Duration Fund

October 31, 2011

Financial Highlights


	Class A

	Year Ended October 31,

	2011			2010			2009			2008			2007

Net asset value — Beginning of year	$	9.210		$	9.160		$	8.720		$	8.990		$	9.060





Income (Loss) From Operations

Net investment income⁽¹⁾	$	0.218		$	0.245		$	0.270		$	0.344		$	0.397
Net realized and unrealized gain (loss)		(0.160	)		0.102			0.549			(0.191	)		0.028


Total income from operations	$	0.058		$	0.347		$	0.819		$	0.153		$	0.425





Less Distributions

From net investment income	$	(0.288	)	$	(0.297	)	$	(0.339	)	$	(0.423	)	$	(0.482	)
Tax return of capital		—			—			(0.040	)		—			(0.013	)


Total distributions	$	(0.288	)	$	(0.297	)	$	(0.379	)	$	(0.423	)	$	(0.495	)



Net asset value — End of year	$	8.980		$	9.210		$	9.160		$	8.720		$	8.990



Total Return⁽²⁾		0.65	%		3.86	%		9.57	%		1.65	%		4.82	%





Ratios/Supplemental Data

Net assets, end of year (000’s omitted)	$	250,375		$	345,385		$	254,074		$	71,284		$	20,998
Ratios (as a percentage of average daily net assets):
Expenses⁽³⁾⁽⁴⁾		0.93	%		0.95	%		1.00	%⁽⁵⁾		1.00	%⁽⁵⁾		1.17	%⁽⁵⁾
Net investment income		2.40	%		2.67	%		2.99	%		3.83	%		4.40	%
Portfolio Turnover of the Fund⁽⁶⁾		18	%		17	%		38	%		83	%		81	%
Portfolio Turnover of Short-Term U.S. Government Portfolio		6	%		26	%		34	%		24	%		35	%
Portfolio Turnover of Floating Rate Portfolio		56	%		39	%		35	%		7	%		61	%
Portfolio Turnover of Government Obligations Portfolio		19	%		22	%		28	%		19	%		n/a


⁽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⁾		Excludes the effect of custody fee credits, if any, of less than 0.005%.
⁽⁵⁾		The investment adviser waived its investment adviser and administration fee and/or the administrator reimbursed expenses (equal to 0.05%, 0.30% and 0.39% of average daily net assets for the years ended October 31, 2009, 2008 and 2007, respectively).
⁽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

October 31, 2011

Financial Highlights — continued


	Class B

	Year Ended October 31,

	2011			2010			2009			2008			2007

Net asset value — Beginning of year	$	9.220		$	9.170		$	8.730		$	9.000		$	9.060





Income (Loss) From Operations

Net investment income⁽¹⁾	$	0.150		$	0.177		$	0.219		$	0.290		$	0.330
Net realized and unrealized gain (loss)		(0.160	)		0.102			0.530			(0.208	)		0.036


Total income (loss) from operations	$	(0.010	)	$	0.279		$	0.749		$	0.082		$	0.366





Less Distributions

From net investment income	$	(0.220	)	$	(0.229	)	$	(0.277	)	$	(0.352	)	$	(0.413	)
Tax return of capital		—			—			(0.032	)		—			(0.013	)


Total distributions	$	(0.220	)	$	(0.229	)	$	(0.309	)	$	(0.352	)	$	(0.426	)



Net asset value — End of year	$	8.990		$	9.220		$	9.170		$	8.730		$	9.000



Total Return⁽²⁾		(0.10	)%		3.09	%		8.71	%		0.85	%		4.14	%





Ratios/Supplemental Data

Net assets, end of year (000’s omitted)	$	9,997		$	9,589		$	8,338		$	7,290		$	3,367
Ratios (as a percentage of average daily net assets):
Expenses⁽³⁾⁽⁴⁾		1.68	%		1.70	%		1.75	%⁽⁵⁾		1.75	%⁽⁵⁾		1.92	%⁽⁵⁾
Net investment income		1.66	%		1.93	%		2.44	%		3.22	%		3.66	%
Portfolio Turnover of the Fund⁽⁶⁾		18	%		17	%		38	%		83	%		81	%
Portfolio Turnover of Short-Term U.S. Government Portfolio		6	%		26	%		34	%		24	%		35	%
Portfolio Turnover of Floating Rate Portfolio		56	%		39	%		35	%		7	%		61	%
Portfolio Turnover of Government Obligations Portfolio		19	%		22	%		28	%		19	%		n/a


⁽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⁾		Excludes the effect of custody fee credits, if any, of less than 0.005%.
⁽⁵⁾		The investment adviser waived its investment adviser and administration fee and/or the administrator reimbursed expenses (equal to 0.05%, 0.30% and 0.39% of average daily net assets for the years ended October 31, 2009, 2008 and 2007, respectively).
⁽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

October 31, 2011

Financial Highlights — continued


	Class C

	Year Ended October 31,

	2011			2010			2009			2008			2007

Net asset value — Beginning of year	$	9.220		$	9.170		$	8.730		$	9.000		$	9.060





Income (Loss) From Operations

Net investment income⁽¹⁾	$	0.163		$	0.190		$	0.218		$	0.299		$	0.342
Net realized and unrealized gain (loss)		(0.160	)		0.103			0.546			(0.203	)		0.038


Total income from operations	$	0.003		$	0.293		$	0.764		$	0.096		$	0.380





Less Distributions

From net investment income	$	(0.233	)	$	(0.243	)	$	(0.290	)	$	(0.366	)	$	(0.427	)
Tax return of capital		—			—			(0.034	)		—			(0.013	)


Total distributions	$	(0.233	)	$	(0.243	)	$	(0.324	)	$	(0.366	)	$	(0.440	)



Net asset value — End of year	$	8.990		$	9.220		$	9.170		$	8.730		$	9.000



Total Return⁽²⁾		0.04	%		3.23	%		8.89	%		1.02	%		4.30	%





Ratios/Supplemental Data

Net assets, end of year (000’s omitted)	$	132,240		$	165,285		$	100,970		$	34,447		$	16,298
Ratios (as a percentage of average daily net assets):
Expenses⁽³⁾⁽⁴⁾		1.53	%		1.55	%		1.60	%⁽⁵⁾		1.60	%⁽⁵⁾		1.78	%⁽⁵⁾
Net investment income		1.80	%		2.07	%		2.42	%		3.32	%		3.80	%
Portfolio Turnover of the Fund⁽⁶⁾		18	%		17	%		38	%		83	%		81	%
Portfolio Turnover of Short-Term U.S. Government Portfolio		6	%		26	%		34	%		24	%		35	%
Portfolio Turnover of Floating Rate Portfolio		56	%		39	%		35	%		7	%		61	%
Portfolio Turnover of Government Obligations Portfolio		19	%		22	%		28	%		19	%		n/a


⁽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⁾		Excludes the effect of custody fee credits, if any, of less than 0.005%.
⁽⁵⁾		The investment adviser waived its investment adviser and administration fee and/or the administrator reimbursed expenses (equal to 0.05%, 0.30% and 0.39% of average daily net assets for the years ended October 31, 2009, 2008 and 2007, respectively).
⁽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

October 31, 2011

Financial Highlights — continued


	Class I

	Year Ended October 31,
							Period Ended
	2011			2010			October 31, 2009⁽¹⁾

Net asset value — Beginning of period	$	9.200		$	9.150		$	8.970





Income (Loss) From Operations

Net investment income⁽²⁾	$	0.239		$	0.267		$	0.134
Net realized and unrealized gain (loss)		(0.158)			0.103			0.242


Total income from operations	$	0.081		$	0.370		$	0.376





Less Distributions

From net investment income	$	(0.311)		$	(0.320	)	$	(0.175	)
Tax return of capital		—			—			(0.021	)


Total distributions	$	(0.311)		$	(0.320	)	$	(0.196	)



Net asset value — End of period	$	8.970		$	9.200		$	9.150



Total Return⁽³⁾		0.91	%		4.00	%		4.34	%⁽⁴⁾





Ratios/Supplemental Data

Net assets, end of period (000’s omitted)	$	66,141		$	66,700		$	14,356
Ratios (as a percentage of average daily net assets):
Expenses⁽⁵⁾⁽⁶⁾		0.68	%		0.70	%		0.75	%⁽⁷⁾⁽⁸⁾
Net investment income		2.64	%		2.91	%		2.95	%⁽⁷⁾
Portfolio Turnover of the Fund⁽⁹⁾		18	%		17	%		38	%⁽¹⁰⁾
Portfolio Turnover of Short-Term U.S. Government Portfolio		6	%		26	%		34	%⁽¹¹⁾
Portfolio Turnover of Floating Rate Portfolio		56	%		39	%		35	%⁽¹¹⁾
Portfolio Turnover of Government Obligations Portfolio		19	%		22	%		28	%⁽¹¹⁾


⁽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⁾		Excludes the effect of custody fee credits, if any, of less than 0.005%.
⁽⁷⁾		Annualized.
⁽⁸⁾		The administrator reimbursed expenses (equal to 0.07% for the period ended October 31, 2009).
⁽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 Fund’s year ended October 31, 2009.
⁽¹¹⁾		For the Portfolio’s year ended October 31, 2009.

See Notes to Financial Statements.

Eaton Vance

Low Duration Fund

October 31, 2011

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. Beginning on January 1, 2012, Class B shares are only available for purchase upon exchange from another Eaton Vance fund or through reinvestment of distributions. 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: Short-Term U.S. Government Portfolio (formerly, 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 Short-Term U.S. Government Portfolio, Floating Rate Portfolio and Government Obligations Portfolio (89.9%, 0.5% and 2.5%, respectively, at October 31, 2011). The performance of the Fund is directly affected by the performance of the Portfolios. The financial statements of Short-Term U.S. Government 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 Short-Term U.S. Government Portfolio is discussed in Note 1A of such 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 (i.e., subordinated loans and second lien 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. 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

Eaton Vance

Low Duration Fund

October 31, 2011

Notes to Financial Statements — continued

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. 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.

At October 31, 2011, the Fund, for federal income tax purposes, had a capital loss carryforward of $36,223,015 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, 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), October 31, 2018 ($16,698,377) and October 31, 2019 ($12,263,373), respectively. In addition, such capital loss carryforward cannot be utilized prior to the utilization of new capital losses, if any, created after October 31, 2011.

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

Eaton Vance

Low Duration Fund

October 31, 2011

Notes to Financial Statements — continued

The tax character of distributions declared for the years ended October 31, 2011 and October 31, 2010 was as follows:


	Year Ended October 31,

	2011		2010


Distributions declared from:
Ordinary income	$	15,471,135	$	15,372,980

During the year ended October 31, 2011, accumulated net realized loss was decreased by $104,130, accumulated distributions in excess of net investment income was decreased by $4,076,116 and paid-in capital was decreased by $4,180,246 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, swap contracts, and foreign currency gain (loss). These reclassifications had no effect on the net assets or net asset value per share of the Fund.

As of October 31, 2011, the components of distributable earnings (accumulated losses) and unrealized appreciation (depreciation) on a tax basis were as follows:




Undistributed ordinary income	$	158,443
Capital loss carryforward	$	(36,223,015	)
Net unrealized appreciation	$	27,766,092
Other temporary differences	$	(280,030	)

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 the 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, 2011, the Fund’s allocated portion of the adviser fees paid by the Portfolios amounted to $2,595,891 or 0.51% of the Fund’s average daily net assets. 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, 2011, EVM earned $13,257 in sub-transfer agent fees. The Fund was informed that EVD, an affiliate of EVM and the Fund’s principal underwriter, received $17,684 as its portion of the sales charge on sales of Class A shares for the year ended October 31, 2011. 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. Pursuant to the Class A Plan, the Fund pays 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, 2011 amounted to $720,211 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. Pursuant to the Class B and Class C Plans, the Fund pays 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, 2011, the Fund paid or accrued to EVD $67,542 and

Eaton Vance

Low Duration Fund

October 31, 2011

Notes to Financial Statements — continued

$861,066 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, 2011, the amounts of Uncovered Distribution Charges of EVD calculated under the Class B and Class C Plans were approximately $1,507,000 and $15,382,000, respectively.

Pursuant to the Class B and Class C Plans, the Fund also makes 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 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, 2011 amounted to $22,514 and $358,778 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, 2011, the Fund was informed that EVD received approximately $121,000, $22,000 and $64,000 of CDSCs paid by Class A, Class B and Class C shareholders, respectively.

6 Investment Transactions

For the year ended October 31, 2011, increases and decreases in the Fund’s investment in the Portfolios were as follows:


Portfolio	Contributions		Withdrawals


Short-Term U.S. Government Portfolio	$	69,106,714	$	190,775,458
Floating Rate Portfolio		4,602,284		9,764,256
Government Obligations Portfolio		20,000,000		—

7 Shares of Beneficial Interest


	Year Ended October 31,

Class A	2011			2010


Sales		10,289,717			27,784,560
Issued to shareholders electing to receive payments of distributions in Fund shares		814,774			946,857
Redemptions		(20,930,005	)		(19,279,835	)
Exchange from Class B shares		201,016			307,751



Net increase (decrease)		(9,624,498	)		9,759,333

Eaton Vance

Low Duration Fund

October 31, 2011

Notes to Financial Statements — continued


	Year Ended October 31,

Class B	2011			2010


Sales		599,651			681,547
Issued to shareholders electing to receive payments of distributions in Fund shares		18,945			18,870
Redemptions		(346,081	)		(262,619	)
Exchange to Class A shares		(200,748	)		(307,193	)



Net increase		71,767			130,605





	Year Ended October 31,

Class C	2011			2010


Sales		4,094,291			10,319,112
Issued to shareholders electing to receive payments of distributions in Fund shares		312,018			298,142
Redemptions		(7,627,521	)		(3,702,300	)



Net increase (decrease)		(3,221,212	)		6,914,954





	Year Ended October 31,

Class I	2011			2010


Sales		4,302,116			7,641,985
Issued to shareholders electing to receive payments of distributions in Fund shares		77,544			25,051
Redemptions		(4,256,734	)		(1,985,643	)



Net increase		122,926			5,681,393

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)

At October 31, 2011 and October 31, 2010, 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

October 31, 2011

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, 2011, and the related statement of operations for the year then ended and 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, such 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, 2011, the results of its operations for the year then ended and 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, 2011

Eaton Vance

Low Duration Fund

October 31, 2011

Federal Tax Information (Unaudited)

Short-Term U.S. Government Portfolio

October 31, 2011

Portfolio of Investments


Mortgage Pass-Throughs — 51.8%

	Principal
	Amount
Security	(000’s omitted)		Value


Federal Home Loan Mortgage Corp.:
2.348%, with maturity at 2020⁽¹⁾	$	827	$	842,658
2.505%, with maturity at 2023⁽¹⁾		2,133		2,204,968
2.588%, with various maturities to 2022⁽¹⁾		4,166		4,281,169
2.60%, with various maturities to 2037⁽¹⁾		2,593		2,700,798
2.724%, with maturity at 2035⁽¹⁾		6,634		6,882,007
2.929%, with maturity at 2035⁽¹⁾		4,896		5,131,344
3.088%, with maturity at 2034⁽¹⁾		2,443		2,583,302
3.423%, with maturity at 2029⁽¹⁾		1,344		1,383,359
3.431%, with maturity at 2022⁽¹⁾		463		480,816
3.447%, with maturity at 2032⁽¹⁾		1,932		1,983,966
3.694%, with maturity at 2025⁽¹⁾		1,904		2,013,789
3.857%, with maturity at 2034⁽¹⁾		1,093		1,192,552
4.069%, with maturity at 2037⁽¹⁾		2,553		2,755,176
4.334%, with maturity at 2030⁽¹⁾		1,865		2,034,588
4.50%, with maturity at 2018		4,315		4,605,489
4.716%, with maturity at 2033⁽¹⁾		6,634		7,235,740
5.00%, with various maturities to 2018		7,025		7,541,546
5.308%, with maturity at 2032⁽¹⁾		918		980,185
5.50%, with various maturities to 2018		4,278		4,612,262
6.00%, with various maturities to 2035		10,329		11,690,771
6.50%, with various maturities to 2030		2,966		3,276,363
7.00%, with various maturities to 2035		2,155		2,510,996
7.50%, with various maturities to 2017		1,012		1,073,772
8.00%, with various maturities to 2025		403		453,847
9.25%, with maturity at 2017		6		6,389


			$	80,457,852


Federal National Mortgage Association:
2.339%, with maturity at 2031⁽¹⁾	$	5,092	$	5,281,265
2.566%, with various maturities to 2037⁽¹⁾		1,934		2,006,927
2.588%, with maturity at 2032⁽¹⁾		2,728		2,840,726
2.60%, with various maturities to 2035⁽¹⁾		5,902		6,163,084
2.654%, with maturity at 2031⁽¹⁾		6,856		7,046,482
2.658%, with maturity at 2020⁽¹⁾		836		858,526
2.664%, with maturity at 2019⁽¹⁾		2,402		2,477,090
2.751%, with maturity at 2018⁽¹⁾		78		79,642
2.791%, with maturity at 2018⁽¹⁾		526		540,812
2.819%, with maturity at 2037⁽¹⁾		6,028		6,320,355
2.969%, with maturity at 2040⁽¹⁾		1,777		1,854,240
3.052%, with maturity at 2036⁽¹⁾		645		665,429
3.068%, with maturity at 2029⁽¹⁾		475		488,501
3.086%, with maturity at 2018⁽¹⁾		56		56,450
3.271%, with maturity at 2030⁽¹⁾		1,108		1,148,515
3.466%, with maturity at 2036⁽¹⁾		2,292		2,357,568
3.503%, with maturity at 2030⁽¹⁾		4,141		4,331,081
3.545%, with maturity at 2030⁽¹⁾		1,553		1,652,300
3.659%, with maturity at 2034⁽¹⁾		7,631		8,245,344
3.687%, with maturity at 2021⁽¹⁾		949		993,528
3.831%, with maturity at 2035⁽¹⁾		3,158		3,422,677
3.857%, with maturity at 2021⁽¹⁾		1,084		1,127,802
3.918%, with maturity at 2034⁽¹⁾		4,923		5,336,436
3.922%, with maturity at 2036⁽¹⁾		626		652,700
3.944%, with maturity at 2021⁽¹⁾		1,805		1,871,318
4.104%, with maturity at 2033⁽¹⁾		1,733		1,890,254
4.299%, with maturity at 2035⁽¹⁾		2,203		2,402,746
4.319%, with maturity at 2036⁽¹⁾		4,211		4,593,259
4.494%, with maturity at 2035⁽¹⁾		4,149		4,526,082
4.50%, with various maturities to 2018		12,136		12,940,483
4.597%, with maturity at 2029⁽¹⁾		3,940		4,297,375
4.717%, with maturity at 2034⁽¹⁾		2,344		2,546,787
4.818%, with maturity at 2034⁽¹⁾		4,803		5,238,587
5.00%, with various maturities to 2019⁽²⁾		16,045		17,253,544
5.50%, with various maturities to 2020		782		847,577
6.00%, with various maturities to 2031		2,942		3,285,099
6.324%, with maturity at 2032⁽¹⁾		701		764,448
6.50%, with various maturities to 2019		840		886,827
7.00%, with various maturities to 2033		4,730		5,476,824
8.00%, with various maturities to 2034		2,107		2,595,129
9.384%, with maturity at 2018⁽³⁾		375		427,991
9.50%, with maturity at 2022		589		697,996


			$	138,489,806


Government National Mortgage Association:
2.125%, with various maturities to 2027⁽¹⁾	$	1,072	$	1,106,644
5.00%, with maturity at 2018		2,656		2,896,657
8.25%, with maturity at 2020		282		327,598
9.00%, with maturity at 2017		353		403,384


			$	4,734,283



Total Mortgage Pass-Throughs
(identified cost $216,164,282)			$	223,681,941




Collateralized Mortgage Obligations — 6.8%

	Principal
	Amount
Security	(000’s omitted)		Value


Federal Home Loan Mortgage Corp.:
Series 1395, Class F, 1.966%, 10/15/22⁽⁴⁾	$	92	$	91,674
Series 2135, Class JZ, 6.00%, 3/15/29		4,454		4,850,239
Series 3872, (Interest Only), Class NI, 6.692%, 12/15/21⁽⁵⁾		31,827		3,991,764


			$	8,933,677


Federal National Mortgage Association:
Series G93-17, Class FA, 1.25%, 4/25/23⁽⁴⁾	$	207	$	210,296
Series G93-36, Class ZQ, 6.50%, 12/25/23		940		1,059,373
Series G97-4, Class FA, 1.05%, 6/17/27⁽⁴⁾		710		718,550

See Notes to Financial Statements.

Short-Term U.S. Government Portfolio

October 31, 2011

Portfolio of Investments — continued


	Principal
	Amount
Security	(000’s omitted)		Value


Federal National Mortgage Association: (continued)
Series 296, (Interest Only), Class 2, 11.262%, 4/1/24⁽⁵⁾	$	2,771	$	555,385
Series 1993-203, Class PL, 6.50%, 10/25/23		1,115		1,258,659
Series 1993-250, Class Z, 7.00%, 12/25/23		289		306,656
Series 1994-14, Class F, 2.916%, 10/25/23⁽⁴⁾		1,114		1,146,481
Series 2001-4, Class GA, 9.818%, 4/17/25⁽³⁾		200		230,004
Series 2005-68, (Interest Only), Class XI, 5.065%, 8/25/35⁽⁵⁾		13,941		2,898,336
Series 2009-48, Class WA, 5.849%, 7/25/39⁽³⁾		2,493		2,780,131
Series 2009-62, Class WA, 5.55%, 8/25/39⁽³⁾		3,549		3,937,357
Series 2010-13, (Interest Only), Class PI, 8.981%, 11/25/38⁽⁵⁾		36,297		4,182,655


			$	19,283,883


Government National Mortgage Association:
Series 2000-30, Class F, 0.793% , 12/16/22⁽⁴⁾	$	1,164	$	1,175,319



Total Collateralized Mortgage Obligations
(identified cost $28,872,480)			$	29,392,879




Commercial Mortgage-Backed Securities — 2.7%

	Principal
	Amount
Security	(000’s omitted)		Value


COMM, Series 2005-LP5, Class A2, 4.63%, 5/10/43	$	895	$	898,200
GMACC, Series 2003-C2, Class A1, 4.576%, 5/10/40		560		575,061
JPMCC, Series 2004-CBX, Class A4, 4.529%, 1/12/37		4,161		4,157,896
MSC, Series 2004-IQ7, Class A3, 5.35%, 6/15/38⁽³⁾		6,196		6,244,570



Total Commercial Mortgage-Backed Securities
(identified cost $12,058,809)			$	11,875,727




U.S. Government Agency Obligations — 34.0%

	Principal
	Amount
Security	(000’s omitted)		Value


Federal Farm Credit Bank:
5.75%, 12/7/28	$	5,000	$	6,375,245
5.77%, 1/5/27		3,000		3,791,073


			$	10,166,318



Federal Home Loan Bank:
4.125%, 12/13/19	$	5,000	$	5,683,535
4.125%, 3/13/20		20,000		22,503,020
4.50%, 9/13/19		10,000		11,607,480
4.625%, 9/11/20		1,735		2,026,445
5.365%, 9/9/24		8,000		9,884,568
5.375%, 9/30/22		10,135		12,486,837
5.375%, 8/15/24		3,500		4,299,533
5.75%, 6/12/26		12,000		15,294,516


			$	83,785,934



United States Agency for International Development — Israel:
0.00%, 5/1/20	$	1,100	$	887,190
0.00%, 3/15/21		20,000		15,780,880
5.50%, 12/4/23		6,775		8,560,714
5.50%, 4/26/24		22,000		27,956,434


			$	53,185,218



Total U.S. Government Agency Obligations
(identified cost $128,774,060)			$	147,137,470




Short-Term Investments — 4.0%

	Interest
Description	(000’s omitted)		Value


Eaton Vance Cash Reserves Fund, LLC, 0.12%⁽⁶⁾	$	17,057	$	17,056,573



Total Short-Term Investments
(identified cost $17,056,573)			$	17,056,573



Total Investments — 99.3%
(identified cost $402,926,204)			$	429,144,590



Other Assets, Less Liabilities — 0.7%			$	3,047,074



Net Assets — 100.0%			$	432,191,664

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


COMM		- Commercial Mortgage Pass-Through Certificate
GMACC		- GMAC Commercial Mortgage Securities, Inc.
JPMCC		- JPMorgan Chase Commercial Mortgage Securities Corp.
MSC		- Morgan Stanley Capital I


⁽¹⁾		Adjustable rate mortgage security. Rate shown is the rate at October 31, 2011.
⁽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, 2011.
⁽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, 2011.

See Notes to Financial Statements.

Short-Term U.S. Government Portfolio

October 31, 2011

Statement of Assets and Liabilities


Assets	October 31, 2011

Unaffiliated investments, at value (identified cost, $385,869,631)	$	412,088,017
Affiliated investment, at value (identified cost, $17,056,573)		17,056,573
Interest receivable		2,378,459
Interest receivable from affiliated investment		1,499
Receivable for investments sold		2,192,786


Total assets	$	433,717,334





Liabilities

Payable for variation margin on open financial futures contracts	$	1,273,465
Payable to affiliates:
Investment adviser fee		183,888
Trustees’ fees		1,230
Accrued expenses		67,087


Total liabilities	$	1,525,670


Net Assets applicable to investors’ interest in Portfolio	$	432,191,664





Sources of Net Assets

Net proceeds from capital contributions and withdrawals	$	406,172,106
Net unrealized appreciation		26,019,558


Total	$	432,191,664

See Notes to Financial Statements.

Short-Term U.S. Government Portfolio

October 31, 2011

Statement of Operations


	Year Ended
Investment Income	October 31, 2011

Interest	$	15,428,938
Interest allocated from affiliated investment		27,147
Expenses allocated from affiliated investment		(2,464	)


Total investment income	$	15,453,621





Expenses

Investment adviser fee	$	2,385,432
Trustees’ fees and expenses		15,798
Custodian fee		199,645
Legal and accounting services		44,519
Miscellaneous		15,085


Total expenses	$	2,660,479


Deduct —
Reduction of custodian fee	$	18


Total expense reductions	$	18



Net expenses	$	2,660,461



Net investment income	$	12,793,160





Realized and Unrealized Gain (Loss)

Net realized gain (loss) —
Investment transactions	$	2,190,157
Investment transactions allocated from affiliated investment		826
Financial futures contracts		(13,517,802	)


Net realized loss	$	(11,326,819	)


Change in unrealized appreciation (depreciation) —
Investments	$	126,807
Financial futures contracts		724,311


Net change in unrealized appreciation (depreciation)	$	851,118



Net realized and unrealized loss	$	(10,475,701	)



Net increase in net assets from operations	$	2,317,459

See Notes to Financial Statements.

Short-Term U.S. Government Portfolio

October 31, 2011

Statements of Changes in Net Assets


	Year Ended October 31,

Increase (Decrease) in Net Assets	2011			2010

From operations —
Net investment income	$	12,793,160		$	13,834,114
Net realized loss from investment transactions and financial futures contracts		(11,326,819	)		(15,579,460	)
Net change in unrealized appreciation (depreciation) from investments and financial futures contracts		851,118			19,497,589


Net increase in net assets from operations	$	2,317,459		$	17,752,243


Capital transactions —
Contributions	$	97,340,902		$	260,675,601
Withdrawals		(194,170,292	)		(85,589,600	)


Net increase (decrease) in net assets from capital transactions	$	(96,829,390	)	$	175,086,001



Net increase (decrease) in net assets	$	(94,511,931	)	$	192,838,244





Net Assets

At beginning of year	$	526,703,595		$	333,865,351


At end of year	$	432,191,664		$	526,703,595

See Notes to Financial Statements.

Short-Term U.S. Government Portfolio

October 31, 2011

Supplementary Data


	Year Ended October 31,

Ratios/Supplemental Data	2011			2010			2009			2008			2007

Ratios (as a percentage of average daily net assets):
Expenses⁽¹⁾		0.56	%		0.57	%		0.58	%		0.63	%		0.65	%
Net investment income		2.68	%		2.87	%		3.23	%		3.96	%		4.67	%
Portfolio Turnover		6	%		26	%		34	%		24	%		35	%


Total Return		0.63	%		3.65	%		7.76	%		4.34	%		5.52	%



Net assets, end of year (000’s omitted)	$	432,192		$	526,704		$	333,865		$	116,214		$	42,324


⁽¹⁾		Excludes the effect of custody fee credits, if any, of less than 0.005%.

See Notes to Financial Statements.

Short-Term U.S. Government Portfolio

October 31, 2011

Notes to Financial Statements

1 Significant Accounting Policies

Short-Term U.S. Government Portfolio (formerly, 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, 2011, Eaton Vance Low Duration Fund and Eaton Vance Multi-Strategy Absolute Return Fund held an interest of 89.9% and 6.6%, respectively, in the Portfolio.

The following is a summary of significant accounting policies of the Portfolio. The policies are in conformity with accounting principles generally accepted in the United States of America.

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

Short-Term U.S. Government Portfolio

October 31, 2011

Notes to Financial Statements — continued

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.

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 and including maturities and paydowns, for the year ended October 31, 2011 were as follows:


	Purchases		Sales


Investments (non-U.S. Government)	$	3,858,977	$	13,856,557
U.S. Government and Agency Securities		23,401,797		117,987,699



	$	27,260,774	$	131,844,256

4 Federal Income Tax Basis of Investments

The cost and unrealized appreciation (depreciation) of investments of the Portfolio at October 31, 2011, as determined on a federal income tax basis, were as follows:


Aggregate cost	$	405,037,574



Gross unrealized appreciation	$	25,371,746
Gross unrealized depreciation		(1,264,730	)



Net unrealized appreciation	$	24,107,016

5 Financial Instruments

Short-Term U.S. Government Portfolio

October 31, 2011

Notes to Financial Statements — continued

A summary of obligations under these financial instruments at October 31, 2011 is as follows:


Futures Contracts
									Net Unrealized
Expiration									Appreciation
Month/Year	Contracts	Position	Aggregate Cost			Value			(Depreciation)


12/11	300 U.S. 5-Year Treasury Note	Short	$	(36,771,485	)	$	(36,782,813	)	$	(11,328	)
12/11	700 U.S. 10-Year Treasury Note	Short		(90,584,375	)		(90,343,750	)		240,625
12/11	200 U.S. 30-Year Treasury Bond	Short		(27,378,125	)		(27,806,250	)		(428,125	)



									$	(198,828	)

At October 31, 2011, the Portfolio had sufficient cash and/or securities to cover commitments under these contracts.


	Fair Value

Derivative	Asset Derivative⁽¹⁾		Liability Derivative⁽²⁾


Futures contracts	$	240,625	$	(439,453	)


⁽¹⁾		Amount represents cumulative unrealized appreciation 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.
⁽²⁾		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.


	Realized Gain (Loss)			Change in Unrealized
	on Derivatives Recognized			Appreciation (Depreciation) on
Derivative	in Income⁽¹⁾			Derivatives Recognized in Income⁽²⁾


Futures contracts	$	(13,517,802	)	$	724,311


⁽¹⁾		Statement of Operations location: Net realized gain (loss) – Financial futures contracts.
⁽²⁾		Statement of Operations location: Change in unrealized appreciation (depreciation) – Financial futures contracts.

The average notional amount of futures contracts outstanding during the year ended October 31, 2011, which is indicative of the volume of this derivative type, was approximately $162,000,000.

6 Line of Credit

Short-Term U.S. Government Portfolio

October 31, 2011

Notes to Financial Statements — continued

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, 2011.

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)

At October 31, 2011, the hierarchy of inputs used in valuing the Portfolio’s investments and open derivative instruments, which are carried at value, were as follows:


Asset Description	Level 1			Level 2		Level 3		Total


Mortgage Pass-Throughs	$	—		$	223,681,941	$	—	$	223,681,941
Collateralized Mortgage Obligations		—			29,392,879		—		29,392,879
Commercial Mortgage-Backed Securities		—			11,875,727		—		11,875,727
U.S. Government Agency Obligations		—			147,137,470		—		147,137,470
Short-Term Investments		—			17,056,573		—		17,056,573



Total Investments	$	—		$	429,144,590	$	—	$	429,144,590



Futures Contracts	$	240,625		$	—	$	—	$	240,625



Total	$	240,625		$	429,144,590	$	—	$	429,385,215




Liability Description



Futures Contracts	$	(439,453	)	$	—	$	—	$	(439,453	)



Total	$	(439,453	)	$	—	$	—	$	(439,453	)

Short-Term U.S. Government Portfolio

October 31, 2011

Report of Independent Registered Public Accounting Firm

To the Trustees and Investors of Short-Term U.S. Government Portfolio (formerly Investment Portfolio):

We have audited the accompanying statement of assets and liabilities of Short-Term U.S. Government Portfolio (formerly Investment Portfolio) (the “Portfolio”), including the portfolio of investments, as of October 31, 2011, and the related statement of operations for the year then ended and the statements of changes in net assets for each of the two 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 include confirmation of securities owned as of October 31, 2011, by correspondence with the custodian and brokers. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements and supplementary data referred to above present fairly, in all material respects, the financial position of Short-Term U.S. Government Portfolio as of October 31, 2011, 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 22, 2011

Eaton Vance

Low Duration Fund

October 31, 2011

Management and Organization

Fund Management. The Trustees of Eaton Vance Mutual Funds Trust (the Trust), Floating Rate Portfolio (FRP), Government Obligations Portfolio (GOP), MSAR Completion Portfolio (MSARCP) and Short-Term U.S. Government Portfolio (STUSGP) (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 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. Each Trustee oversees 179 portfolios in the Eaton Vance Complex (including all master and feeder funds in a master feeder structure). Each officer serves as an officer of certain other Eaton Vance funds. Each Trustee and officer serves until his or her successor is elected.


	Position(s)
	with the
	Trust and		Principal Occupation(s) and Directorships
Name and Year of Birth	the Portfolios	Length of Service	During Past Five Years and Other Relevant Experience



Interested Trustee

Thomas E. Faust Jr. 1958	Trustee	Of the Trust, FRP, GOP and STUSGP since 2007 and of MSARCP since 2010	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 179 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 and the Portfolios. Directorships in the Last Five Years.⁽¹⁾ Director of EVC.

Noninterested Trustees

Scott E. Eston 1956	Trustee	Since 2011	Private investor. Formerly held various positions at Grantham, Mayo, Van Otterloo and Co., L.L.C. (investment management firm) (1997-2009), including Chief Operating Officer (2002-2009), Chief Financial Officer (1997-2009) and Chairman of the Executive Committee (2002-2008); President and Principal Executive Officer, GMO Trust (open-end registered investment company) (2006-2009). Former Partner, Coopers and Lybrand L.L.P. (now PricewaterhouseCoopers) (public accounting firm) (1987-1997). Directorships in the Last Five Years. None.

Benjamin C. Esty 1963	Trustee	Of the Trust, FRP, GOP and STUSGP since 2005 and of MSARCP since 2010	Roy and Elizabeth Simmons Professor of Business Administration and Finance Unit Head, Harvard University Graduate School of Business Administration. Directorships in the Last Five Years.⁽¹⁾ None.

Allen R. Freedman 1940	Trustee	Of the Trust, FRP, GOP and STUSGP since 2007 and of MSARCP since 2010	Private Investor. 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). Former Chairman and a Director of Indus International, Inc. (provider of enterprise management software to the power generating industry) (2005-2007). Former Chief Executive Officer of Assurant, Inc. (insurance provider) (1979-2000). Directorships in the Last Five Years.⁽¹⁾Director of Stonemor Partners, L.P. (owner and operator of cemeteries). Formerly, Director of Assurant, Inc. (insurance provider) (1979-2011).

William H. Park 1947	Trustee	Of the Trust, FRP, GOP and STUSGP since 2003 and of MSARCP since 2010	Consultant and private investor. Formerly, Chief Financial Officer, Aveon Group L.P. (investment management firm) (2010-2011). 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 (investment management firm) (1982-2001). Formerly, Senior Manager, Price Waterhouse (now PricewaterhouseCoopers) (an independent registered public accounting firm) (1972-1981). Directorships in the Last Five Years.⁽¹⁾ None.

Eaton Vance

Low Duration Fund

October 31, 2011

Management and Organization — continued


	Position(s)
	with the
	Trust and		Principal Occupation(s) and Directorships
Name and Year of Birth	the Portfolios	Length of Service	During Past Five Years and Other Relevant Experience


Noninterested Trustees (continued)

Ronald A. Pearlman 1940	Trustee	Of the Trust, FRP, GOP and STUSGP since 2003 and of MSARCP since 2010	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). Directorships in the Last Five Years.⁽¹⁾ None.

Helen Frame Peters 1948	Trustee	Of the Trust, FRP, GOP and STUSGP since 2008 and of MSARCP since 2010	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). Directorships in the Last Five Years.⁽¹⁾ Formerly, Director of BJ’s Wholesale Club, Inc. (wholesale club retailer) (2004-2011). 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	Of the Trust and GOP since 1998, of FRP since 2000, of STUSGP since 2002 and of MSARCP since 2010	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. Directorships in the Last Five Years.⁽¹⁾ None.

Harriett Tee Taggart 1948	Trustee	Since 2011	Managing Director, Taggart Associates (a professional practice firm). Formerly, Partner and Senior Vice President, Wellington Management Company, LLP (investment management firm) (1983-2006). Directorships in the Last Five Years. Director of Albemarle Corporation (chemicals manufacturer) (since 2007) and The Hanover Group (specialty property and casualty insurance company) (since 2009). Formerly, Director of Lubrizol Corporation (specialty chemicals) (2007-2011).

Ralph F. Verni 1943	Chairman of the Board and Trustee	Chairman of the Board since 2007 and Trustee of the Trust, FRP, GOP and STUSGP since 2005 and of MSARCP since 2010	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). Directorships in the Last Five Years.⁽¹⁾ None.

Principal Officers who are not Trustees
	Position(s)
	with the
	Trust and	Length of	Principal Occupation(s)
Name and Year of Birth	the Portfolios	Service	During Past Five Years



Duncan W. Richardson 1957	President of the Trust	Since 2011⁽²⁾	Director of EVC and Executive Vice President and Chief Equity Investment Officer of EVC, EVM and BMR.

Scott H. Page 1959	President of FRP	Since 2007	Vice President of EVM and BMR.

Mark S. Venezia 1949	President of GOP and STUSGP	Since 2002	Vice President of EVM and BMR.

Eaton Vance

Low Duration Fund

October 31, 2011

Management and Organization — continued


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


Principal Officers who are not Trustees (continued)

Payson F. Swaffield 1956	President of MSARCP and Vice President of the Trust, FRP, GOP and STUSGP	President of MSARCP since 2010 and Vice President of the Trust, FRP, GOP and STUSGP since 2011	Chief Income Investment Officer of EVC. Vice President of EVM and BMR.

Barbara E. Campbell 1957	Treasurer	Of the Trust since 2005, of FRP, GOP and STUSGP since 2008 and of MSARCP since 2010	Vice President of EVM and BMR.

Maureen A. Gemma 1960	Vice President, Secretary and Chief Legal Officer	Vice President since 2011; Secretary of the Trust, FRP, GOP and STUSGP since 2007 and of MSARCP since 2010; and Chief Legal Officer of the Trust, FRP, GOP and STUSGP since 2008 and of MSARCP since 2010	Vice President of EVM and BMR.

Paul M. O’Neil 1953	Chief Compliance Officer	Of the Trust, FRP, GOP and STUSGP since 2004 and of MSARCP since 2010	Vice President of EVM and BMR.


⁽¹⁾		During their respective tenures, the Trustees (except Mr. Eston and Ms. Taggart) 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 Trust (launched in 1998 and terminated in 2009).
⁽²⁾		Prior to 2011, Mr. Richardson was Vice President of the Trust since 2001.

Eaton Vance

Low Duration Fund

October 31, 2011

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.

This Page Intentionally Left Blank

Investment Adviser of Short-Term U.S. Government 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 Investment Servicing (US) Inc.

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

Fund Offices
Two International Place

Boston, MA 02110


1560-12/11	LDSRC


Eaton Vance Strategic Income Fund Annual Report October 31, 2011

Annual Report October 31, 2011

Eaton Vance

Strategic Income Fund

Table of Contents


Management’s Discussion of Fund Performance			2

Performance			3

Fund Profile			4

Endnotes and Additional Disclosures			5

Fund Expenses			6

Financial Statements			7

Report of Independent Registered Public Accounting Firm			23

Federal Tax Information			24

Management and Organization			25

Important Notices			27

Eaton Vance

Strategic Income Fund

October 31, 2011

Management’s Discussion of Fund Performance¹

Economic and Market Conditions

The S&P/LSTA Leveraged Loan Index,² the broad barometer for the floating-rate loan market, posted a total return of 3.16% for the 12 months ending October 31, 2011, reflecting the above mentioned widespread uncertainty and volatility that affected virtually all global investment markets.

The corporate high-yield bond market, as tracked by the BofA Merrill Lynch U.S. High Yield Index, posted positive results for the 12 months ending October 31, 2011, with most of those gains generated in the first half and final month of the period. Spreads on high-yield bonds (their incremental yield in excess of Treasury bonds of comparable maturity) widened by 141 basis points during the 12-month period ending October 31 to 667 basis points above Treasury yields. The average price of a bond within the index finished at $98.73, down from $102.40 at the beginning of the period, with an 8.20% yield-to-worst, which indicates the lowest yield to any stated maturity or call date. Better quality high-yield bonds were leaders during the year, with BB- and B-rated⁶ issues returning 5.36% and 5.61%, respectively, while CCC-rated issues returned 4.06% for the period.

Fund Performance

For the fiscal year ending October 31, 2011, Eaton Vance Strategic Income Fund’s Class A shares at net asset value (NAV) had a total return of 2.71%. By comparison, the Fund’s benchmark, the Barclays Capital U.S. Aggregate Index (the Index), gained 5.00% during the period.

The Fund seeks to provide total return. The Fund seeks to achieve its objective primarily by allocating assets among other registered investment companies managed by Eaton Vance Management or its affiliates that invest in different asset classes.

The Fund remained fairly consistent in its positioning during the period, generally maintaining a 40% allocation to higher-volatility asset classes: floating-rate loans, high yield and emerging markets. A 60% weighting was maintained in lower-volatility asset classes: global macro, global opportunities completion, and diversified currencies portfolios.

During the period, the Fund’s lower allocation to floating-rate loans and high-yield bonds detracted from performance relative to the Index from the beginning of the period through May 2011 when these instruments outperformed. The floating-rate loan market, for example, generated strong gains during the first seven months of the period driven by favorable technical conditions and improving issuer fundamentals. Heavy inflows into prime rate mutual funds increased refinancing activity, and a general improvement in the overall tone of the market bolstered demand and, in turn, lifted prices. While the Fund’s low allocation to these instruments detracted from overall performance, the Fund’s strategy helped performance toward the end of the period, as floating-rate loan and high-yield spreads widened and investors became less comfortable with risk. Demand for floating-rate loans began to dwindle in May 2011 in response to growing uncertainty about the prospects for both the U.S. and global economies.

See Endnotes and Additional Disclosures in this report.

Eaton Vance

Strategic Income Fund

October 31, 2011

Performance^2,3

Portfolio Managers Mark Venezia, CFA; Eric Stein, CFA


												Since
% Average Annual Total Returns	Inception Date		1 Year			5 Years			10 Years			Inception

Class A at NAV		1/23/1998		2.71	%		6.48	%		7.15	%		—
Class A at 4.75% Maximum Sales Charge		—		-2.18			5.46			6.63			—
Class B at NAV		11/26/1990		1.83			5.63			6.33			—
Class B at 5% Maximum Sales Charge		—		-3.05			5.30			6.33			—
Class C at NAV		5/25/1994		1.96			5.65			6.35			—
Class C at 1% Maximum Sales Charge		—		0.98			5.65			6.35			—
Class I at NAV		4/3/2009		2.95			—			—			12.09
Class R at NAV		8/3/2009		2.33			—			—			7.19
Barclays Capital U.S. Aggregate Index		—		5.00	%		6.40	%		5.45	%		—


Total Annual Operating Expense Ratios⁴	Class A			Class B			Class C			Class I			Class R

		1.01	%		1.76	%		1.76	%		0.76	%		1.26	%

Growth of $10,000

This graph shows the change in value of a hypothetical investment of $10,000 in Class B of the Fund for the period indicated. For comparison, the same investment is shown in the indicated index.


					With Maximum
	Period Beginning		At NAV		Sales Charge

Class A		10/31/01	$	19,965	$	19,018

Class C		10/31/01	$	18,517		N.A.

Class I		4/3/09	$	13,421		N.A.

Class R		8/3/09	$	11,692		N.A.

See Endnotes and Additional Disclosures in this report.

Eaton Vance

Strategic Income Fund

October 31, 2011

Fund Profile⁵

Portfolio Allocation (% of total investments)

Asset Allocation (% of net assets; excluding derivatives)

See Endnotes and Additional Disclosures in this report.

Eaton Vance

Strategic Income Fund

October 31, 2011

Endnotes and Additional Disclosures

¹	The views expressed in this report are those of portfolio manager(s) and are current only through the date stated at the top of this page. These views are subject to change at any time based upon market or other conditions, and Eaton Vance and the Fund(s) disclaim any responsibility to update such views. These views may not be relied upon as investment advice and, because investment decisions are based on many factors, may not be relied upon as an indication of trading intent on behalf of any Eaton Vance fund. This commentary may contain statements that are not historical facts, referred to as forward looking statements. The Fund’s actual future results may differ significantly from those stated in any forward looking statement, depending on factors such as changes in securities or financial markets or general economic conditions, the volume of sales and purchases of Fund shares, the continuation of investment advisory, administrative and service contracts, and other risks discussed from time to time in the Fund’s filings with the Securities and Exchange Commission.

²	S&P/LSTA Leveraged Loan Index is an unmanaged index of the institutional leveraged loan market. BofA Merrill Lynch U.S. High Yield Index is an unmanaged index of below-investment grade U.S. corporate bonds. Barclays Capital U.S. Aggregate Index is an unmanaged index of domestic investment-grade bonds, including corporate, government and mortgage-backed securities. Index returns do not reflect the effect of any applicable sales charges, commissions, expenses, taxes or leverage, as applicable. It is not possible to invest directly in an index.

³	Total Returns at NAV do not include applicable sales charges. If sales charges were deducted, the returns would be lower. Total Returns shown with maximum sales charge reflect the stated maximum sales charge. Unless otherwise stated, performance does not reflect the deduction of taxes on Fund distributions or redemptions of Fund shares.

⁴	Source: Fund prospectus.

⁵	Fund primarily invests in one or more affiliated investment companies (Portfolios) and may also invest directly. Unless otherwise noted, references to investments are to the aggregate holdings of the Fund and the Portfolios.

⁶	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.

	Fund profile subject to change due to active management.

Eaton Vance

Strategic Income Fund

October 31, 2011

Fund Expenses

									��
	Beginning		Ending		Expenses Paid		Annualized
	Account Value		Account Value		During Period*		Expense
	(5/1/11)		(10/31/11)		(5/1/11 – 10/31/11)		Ratio


Actual
Class A	$	1,000.00	$	995.30	$	5.68		1.13	%
Class B	$	1,000.00	$	991.10	$	9.49		1.89	%
Class C	$	1,000.00	$	991.10	$	9.44		1.88	%
Class I	$	1,000.00	$	996.50	$	4.43		0.88	%
Class R	$	1,000.00	$	992.90	$	6.93		1.38	%





Hypothetical
(5% return per year before expenses)
Class A	$	1,000.00	$	1,019.50	$	5.75		1.13	%
Class B	$	1,000.00	$	1,015.70	$	9.60		1.89	%
Class C	$	1,000.00	$	1,015.70	$	9.55		1.88	%
Class I	$	1,000.00	$	1,020.80	$	4.48		0.88	%
Class R	$	1,000.00	$	1,018.20	$	7.02		1.38	%

Eaton Vance

Strategic Income Fund

October 31, 2011

Portfolio of Investments


Investments in Affiliated Portfolios — 100.2%

Description			Value


Boston Income Portfolio (identified cost $284,830,182)			$	295,493,218
Emerging Markets Local Income Portfolio (identified cost $139,463,522)				144,821,479
Floating Rate Portfolio (identified cost $636,061,196)				651,829,848
Global Macro Absolute Return Advantage Portfolio (identified cost $98,329,425)				99,098,571
Global Macro Portfolio (identified cost $1,150,077,635)				1,182,666,058
Global Opportunities Portfolio (identified cost $409,469,047)				445,739,731
High Income Opportunities Portfolio (identified cost $136,773,624)				148,319,711
International Income Portfolio (identified cost $143,474,031)				145,631,872
Short-Term U.S. Government Portfolio (identified cost $0)				101,488



Total Investments in Affiliated Portfolios
(identified cost $2,998,478,662)			$	3,113,701,976




Short-Term Investments — 0.0%⁽¹⁾

	Principal
Description	Amount		Value


State Street Bank and Trust Euro Time Deposit, 0.01%, 11/1/11	$	533,410	$	533,410



Total Short-Term Investments
(identified cost $533,410)⁽²⁾			$	533,410



Total Investments — 100.2%
(identified cost $2,999,012,072)			$	3,114,235,386



Other Assets, Less Liabilities — (0.2)%			$	(7,466,421	)



Net Assets — 100.0%			$	3,106,768,965

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


⁽¹⁾		Amount is less than 0.05%.

⁽²⁾		Cost for federal income taxes is the same.

See Notes to Financial Statements.

Eaton Vance

Strategic Income Fund

October 31, 2011

Statement of Assets and Liabilities


Assets	October 31, 2011


Investments in affiliated Portfolios, at value (identified cost, $2,998,478,662)	$	3,113,701,976
Investments in unaffiliated securities, at value (identified cost, $533,410)		533,410
Foreign currency, at value (identified cost, $41)		43
Receivable for Fund shares sold		11,216,953


Total assets	$	3,125,452,382



Liabilities

Payable for Fund shares redeemed	$	14,897,619
Distributions payable		1,959,170
Payable to affiliates:
Investment adviser fee		463
Distribution and service fees		1,212,157
Trustees’ fees		42
Accrued expenses		613,966


Total liabilities	$	18,683,417


Net Assets	$	3,106,768,965



Sources of Net Assets

Paid-in capital	$	2,986,869,322
Accumulated net realized gain from Portfolios		28,281,086
Accumulated distributions in excess of net investment income		(23,604,759	)
Net unrealized appreciation from Portfolios		115,223,316


Total	$	3,106,768,965



Class A Shares

Net Assets	$	1,676,018,769
Shares Outstanding		208,777,989
Net Asset Value and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	8.03
Maximum Offering Price Per Share
(100 ¸ 95.25 of net asset value per share)	$	8.43



Class B Shares

Net Assets	$	136,049,829
Shares Outstanding		17,963,763
Net Asset Value and Offering Price Per Share*
(net assets ¸ shares of beneficial interest outstanding)	$	7.57



Class C Shares

Net Assets	$	892,990,806
Shares Outstanding		117,871,055
Net Asset Value and Offering Price Per Share*
(net assets ¸ shares of beneficial interest outstanding)	$	7.58



Class I Shares

Net Assets	$	400,587,239
Shares Outstanding		49,962,239
Net Asset Value, Offering Price and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	8.02



Class R Shares

Net Assets	$	1,122,322
Shares Outstanding		139,694
Net Asset Value, Offering Price and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	8.03

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.

See Notes to Financial Statements.

Eaton Vance

Strategic Income Fund

October 31, 2011

Statement of Operations


	Year Ended
Investment Income	October 31, 2011

Interest income	$	428
Interest and other income allocated from affiliated Portfolios (net of foreign taxes, $1,473,747)		143,835,174
Dividends allocated from affiliated Portfolios (net of foreign taxes, $639)		339,075
Expenses allocated from affiliated Portfolios		(21,948,506	)


Total investment income	$	122,226,171





Expenses

Investment adviser fee	$	26,173
Distribution and service fees
Class A		4,294,833
Class B		1,507,489
Class C		8,520,391
Class R		4,738
Trustees’ fees and expenses		500
Custodian fee		46,079
Transfer and dividend disbursing agent fees		2,307,067
Legal and accounting services		99,320
Printing and postage		538,973
Registration fees		371,784
Miscellaneous		28,749


Total expenses	$	17,746,096


Deduct —
Reduction of custodian fee	$	14


Total expense reductions	$	14



Net expenses	$	17,746,082



Net investment income	$	104,480,089





Realized and Unrealized Gain (Loss)

Net realized gain (loss) allocated from affiliated Portfolios —
Investment transactions (including a gain of $2,251,579 from precious metals)	$	46,771,285
Written options		424,503
Securities sold short		(352,976	)
Futures contracts		(16,249,149	)
Swap contracts		1,485,605
Forward commodity contracts		(3,156,191	)
Foreign currency and forward foreign currency exchange contract transactions		(26,964,275	)


Net realized gain	$	1,958,802


Change in unrealized appreciation (depreciation) allocated from affiliated Portfolios —
Investments (including net increase of $14,715,641 from precious metals)	$	(73,007,075	)
Securities sold short		2,438,699
Futures contracts		(199,753	)
Swap contracts		9,091,452
Forward commodity contracts		(2,387,768	)
Foreign currency and forward foreign currency exchange contracts		28,995,091


Net change in unrealized appreciation (depreciation)	$	(35,069,354	)



Net realized and unrealized loss	$	(33,110,552	)



Net increase in net assets from operations	$	71,369,537

See Notes to Financial Statements.

Eaton Vance

Strategic Income Fund

October 31, 2011

Statements of Changes in Net Assets


	Year Ended October 31,

Increase (Decrease) in Net Assets	2011			2010

From operations —
Net investment income	$	104,480,089		$	88,345,518
Net realized gain from investment transactions, written options, securities sold short, futures contracts, swap contracts, forward commodity contracts, and foreign currency and forward foreign currency exchange contracts transactions		1,958,802			67,336,659
Net change in unrealized appreciation (depreciation) from investments, written options, securities sold short, futures contracts, swap contracts, forward commodity contracts, foreign currency and forward foreign currency exchange contracts		(35,069,354	)		52,746,333


Net increase in net assets from operations	$	71,369,537		$	208,428,510


Distributions to shareholders —
From net investment income
Class A	$	(84,056,655	)	$	(81,966,259	)
Class B		(6,301,389	)		(7,461,025	)
Class C		(35,372,697	)		(31,765,244	)
Class I		(17,285,897	)		(7,992,495	)
Class R		(43,688	)		(19,395	)


Total distributions to shareholders	$	(143,060,326	)	$	(129,204,418	)


Transactions in shares of beneficial interest —
Proceeds from sale of shares
Class A	$	605,551,937		$	663,279,028
Class B		23,128,368			35,966,334
Class C		318,656,382			256,789,144
Class I		374,050,379			218,757,270
Class R		822,257			612,391
Net asset value of shares issued to shareholders in payment of distributions declared
Class A		72,282,135			68,588,846
Class B		4,107,906			4,581,859
Class C		25,615,042			21,595,444
Class I		10,368,835			4,180,359
Class R		42,839			19,248
Cost of shares redeemed
Class A		(663,058,392	)		(526,723,669	)
Class B		(30,286,853	)		(31,225,781	)
Class C		(211,986,688	)		(137,123,048	)
Class I		(213,349,149	)		(52,381,395	)
Class R		(293,307	)		(62,825	)
Net asset value of shares exchanged
Class A		20,141,920			15,115,966
Class B		(20,141,920	)		(15,115,966	)


Net increase in net assets from Fund share transactions	$	315,651,691		$	526,853,205



Net increase in net assets	$	243,960,902		$	606,077,297





Net Assets

At beginning of year	$	2,862,808,063		$	2,256,730,766


At end of year	$	3,106,768,965		$	2,862,808,063





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

At end of year	$	(23,604,759	)	$	12,658,816

See Notes to Financial Statements.

Eaton Vance

Strategic Income Fund

October 31, 2011

Financial Highlights


	Class A

	Year Ended October 31,

	2011			2010			2009			2008			2007

Net asset value — Beginning of year	$	8.210		$	7.950		$	6.940		$	8.020		$	7.890





Income (Loss) From Operations

Net investment income⁽¹⁾	$	0.296		$	0.299		$	0.368		$	0.402		$	0.436
Net realized and unrealized gain (loss)		(0.076	)		0.388			1.062			(0.929	)		0.221


Total income (loss) from operations	$	0.220		$	0.687		$	1.430		$	(0.527	)	$	0.657





Less Distributions

From net investment income	$	(0.400	)	$	(0.427	)	$	(0.420	)	$	(0.537	)	$	(0.527	)
Tax return of capital		—			—			—			(0.016	)		—


Total distributions	$	(0.400	)	$	(0.427	)	$	(0.420	)	$	(0.553	)	$	(0.527	)



Net asset value — End of year	$	8.030		$	8.210		$	7.950		$	6.940		$	8.020



Total Return⁽²⁾		2.71	%		8.83	%		21.38	%		(7.09	)%		8.61	%





Ratios/Supplemental Data

Net assets, end of year (000’s omitted)	$	1,676,019		$	1,679,836		$	1,410,612		$	760,072		$	598,155
Ratios (as a percentage of average daily net assets):
Expenses⁽³⁾⁽⁴⁾		1.08	%		1.01	%		1.08	%		1.04	%		1.04	%
Net investment income		3.63	%		3.68	%		5.05	%		5.19	%		5.49	%
Portfolio Turnover of the Fund⁽⁵⁾		8	%		19	%		11	%		14	%		36	%
Portfolio Turnover of the Fund, excluding contributions and withdrawals		—			15	%		33	%		13	%		—
Portfolio Turnover of Boston Income Portfolio		70	%		75	%		74	%		54	%		—
Portfolio Turnover of Emerging Markets Local Income Portfolio		16	%		17	%		26	%		38	%		2	%
Portfolio Turnover of Floating Rate Portfolio		56	%		39	%		35	%		7	%		61	%
Portfolio Turnover of Global Macro Absolute Return Advantage Portfolio		50	%		7	%⁽⁶⁾		—			—			—
Portfolio Turnover of Global Macro Portfolio		33	%		19	%		25	%		26	%		45	%
Portfolio Turnover of Global Opportunities Portfolio		10	%		18	%⁽⁷⁾		—			—			—
Portfolio Turnover of High Income Opportunities Portfolio		78	%		79	%		72	%		48	%		81	%
Portfolio Turnover of International Income Portfolio		31	%		45	%		28	%		14	%		2	%
Portfolio Turnover of Short-Term U.S. Government Portfolio		6	%		26	%		34	%		24	%		35	%


⁽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⁾		Excludes the effect of custody fee credits, if any, of less than 0.005%.
⁽⁵⁾		Percentage includes both the Fund’s contributions to and withdrawals from the Portfolios and purchases and sales of securities held directly by the Fund, if any.
⁽⁶⁾		For the period from the Portfolio’s start of business, August 31, 2010, to October 31, 2010.
⁽⁷⁾		For the period from the Portfolio’s start of business, November 20, 2009, to October 31, 2010.

See Notes to Financial Statements.

Eaton Vance

Strategic Income Fund

October 31, 2011

Financial Highlights — continued


	Class B

	Year Ended October 31,

	2011			2010			2009			2008			2007

Net asset value — Beginning of year	$	7.750		$	7.500		$	6.570		$	7.590		$	7.470





Income (Loss) From Operations

Net investment income⁽¹⁾	$	0.221		$	0.226		$	0.295		$	0.331		$	0.356
Net realized and unrealized gain (loss)		(0.080	)		0.374			0.982			(0.881	)		0.207


Total income (loss) from operations	$	0.141		$	0.600		$	1.277		$	(0.550	)	$	0.563





Less Distributions

From net investment income	$	(0.321	)	$	(0.350	)	$	(0.347	)	$	(0.456	)	$	(0.443	)
Tax return of capital		—			—			—			(0.014	)		—


Total distributions	$	(0.321	)	$	(0.350	)	$	(0.347	)	$	(0.470	)	$	(0.443	)



Net asset value — End of year	$	7.570		$	7.750		$	7.500		$	6.570		$	7.590



Total Return⁽²⁾		1.83	%		8.14	%		20.08	%		(7.73	)%		7.77	%





Ratios/Supplemental Data

Net assets, end of year (000’s omitted)	$	136,050		$	162,476		$	163,073		$	151,015		$	180,871
Ratios (as a percentage of average daily net assets):
Expenses⁽³⁾⁽⁴⁾		1.83	%		1.76	%		1.83	%		1.79	%		1.78	%
Net investment income		2.88	%		2.95	%		4.32	%		4.50	%		4.74	%
Portfolio Turnover of the Fund⁽⁵⁾		8	%		19	%		11	%		14	%		36	%
Portfolio Turnover of the Fund, excluding contributions and withdrawals		—			15	%		33	%		13	%		—
Portfolio Turnover of Boston Income Portfolio		70	%		75	%		74	%		54	%		—
Portfolio Turnover of Emerging Markets Local Income Portfolio		16	%		17	%		26	%		38	%		2	%
Portfolio Turnover of Floating Rate Portfolio		56	%		39	%		35	%		7	%		61	%
Portfolio Turnover of Global Macro Absolute Return Advantage Portfolio		50	%		7	%⁽⁶⁾		—			—			—
Portfolio Turnover of Global Macro Portfolio		33	%		19	%		25	%		26	%		45	%
Portfolio Turnover of Global Opportunities Portfolio		10	%		18	%⁽⁷⁾		—			—			—
Portfolio Turnover of High Income Opportunities Portfolio		78	%		79	%		72	%		48	%		81	%
Portfolio Turnover of International Income Portfolio		31	%		45	%		28	%		14	%		2	%
Portfolio Turnover of Short-Term U.S. Government Portfolio		6	%		26	%		34	%		24	%		35	%


⁽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⁾		Excludes the effect of custody fee credits, if any, of less than 0.005%.
⁽⁵⁾		Percentage includes both the Fund’s contributions to and withdrawals from the Portfolios and purchases and sales of securities held directly by the Fund, if any.
⁽⁶⁾		For the period from the Portfolio’s start of business, August 31, 2010, to October 31, 2010.
⁽⁷⁾		For the period from the Portfolio’s start of business, November 20, 2009, to October 31, 2010.

See Notes to Financial Statements.

Eaton Vance

Strategic Income Fund

October 31, 2011

Financial Highlights — continued


	Class C

	Year Ended October 31,

	2011			2010			2009			2008			2007

Net asset value — Beginning of year	$	7.750		$	7.510		$	6.570		$	7.600		$	7.470





Income (Loss) From Operations

Net investment income⁽¹⁾	$	0.222		$	0.224		$	0.296		$	0.325		$	0.356
Net realized and unrealized gain (loss)		(0.071	)		0.366			0.991			(0.885	)		0.217


Total income (loss) from operations	$	0.151		$	0.590		$	1.287		$	(0.560	)	$	0.573





Less Distributions

From net investment income	$	(0.321	)	$	(0.350	)	$	(0.347	)	$	(0.457	)	$	(0.443	)
Tax return of capital		—			—			—			(0.013	)		—


Total distributions	$	(0.321	)	$	(0.350	)	$	(0.347	)	$	(0.470	)	$	(0.443	)



Net asset value — End of year	$	7.580		$	7.750		$	7.510		$	6.570		$	7.600



Total Return⁽²⁾		1.96	%		8.00	%		20.24	%		(7.85	)%		7.91	%





Ratios/Supplemental Data

Net assets, end of year (000’s omitted)	$	892,991		$	780,986		$	618,431		$	399,865		$	311,317
Ratios (as a percentage of average daily net assets):
Expenses⁽³⁾⁽⁴⁾		1.83	%		1.76	%		1.83	%		1.79	%		1.78	%
Net investment income		2.88	%		2.92	%		4.31	%		4.43	%		4.74	%
Portfolio Turnover of the Fund⁽⁵⁾		8	%		19	%		11	%		14	%		36	%
Portfolio Turnover of the Fund, excluding contributions and withdrawals		—			15	%		33	%		13	%		—
Portfolio Turnover of Boston Income Portfolio		70	%		75	%		74	%		54	%		—
Portfolio Turnover of Emerging Markets Local Income Portfolio		16	%		17	%		26	%		38	%		2	%
Portfolio Turnover of Floating Rate Portfolio		56	%		39	%		35	%		7	%		61	%
Portfolio Turnover of Global Macro Absolute Return Advantage Portfolio		50	%		7	%⁽⁶⁾		—			—			—
Portfolio Turnover of Global Macro Portfolio		33	%		19	%		25	%		26	%		45	%
Portfolio Turnover of Global Opportunities Portfolio		10	%		18	%⁽⁷⁾		—			—			—
Portfolio Turnover of High Income Opportunities Portfolio		78	%		79	%		72	%		48	%		81	%
Portfolio Turnover of International Income Portfolio		31	%		45	%		28	%		14	%		2	%
Portfolio Turnover of Short-Term U.S. Government Portfolio		6	%		26	%		34	%		24	%		35	%


⁽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⁾		Excludes the effect of custody fee credits, if any, of less than 0.005%.
⁽⁵⁾		Percentage includes both the Fund’s contributions to and withdrawals from the Portfolios and purchases and sales of securities held directly by the Fund, if any.
⁽⁶⁾		For the period from the Portfolio’s start of business, August 31, 2010, to October 31, 2010.
⁽⁷⁾		For the period from the Portfolio’s start of business, November 20, 2009, to October 31, 2010.

See Notes to Financial Statements.

Eaton Vance

Strategic Income Fund

October 31, 2011

Financial Highlights — continued


	Class I

	Year Ended October 31,
							Period Ended
	2011			2010			October 31, 2009⁽¹⁾

Net asset value — Beginning of period	$	8.200		$	7.930		$	6.870





Income (Loss) From Operations

Net investment income⁽²⁾	$	0.316		$	0.312		$	0.237
Net realized and unrealized gain (loss)		(0.077	)		0.403			1.077


Total income from operations	$	0.239		$	0.715		$	1.314





Less Distributions

From net investment income	$	(0.419	)	$	(0.445	)	$	(0.254	)


Total distributions	$	(0.419	)	$	(0.445	)	$	(0.254	)



Net asset value — End of period	$	8.020		$	8.200		$	7.930



Total Return⁽³⁾		2.95	%		9.23	%		19.36	%⁽⁴⁾





Ratios/Supplemental Data

Net assets, end of period (000’s omitted)	$	400,587		$	238,933		$	64,614
Ratios (as a percentage of average daily net assets):
Expenses⁽⁵⁾⁽⁶⁾		0.84	%		0.76	%		0.83	%⁽⁷⁾
Net investment income		3.89	%		3.84	%		5.31	%⁽⁷⁾
Portfolio Turnover of the Fund⁽⁸⁾		8	%		19	%		11	%⁽⁹⁾
Portfolio Turnover of the Fund, excluding contributions and withdrawals		—			15	%		33	%⁽⁹⁾
Portfolio Turnover of Boston Income Portfolio		70	%		75	%		74	%⁽¹⁰⁾
Portfolio Turnover of Emerging Markets Local Income Portfolio		16	%		17	%		26	%⁽¹⁰⁾
Portfolio Turnover of Floating Rate Portfolio		56	%		39	%		35	%⁽¹⁰⁾
Portfolio Turnover of Global Macro Absolute Return Advantage Portfolio		50	%		7	%⁽¹¹⁾		—
Portfolio Turnover of Global Macro Portfolio		33	%		19	%		25	%⁽¹⁰⁾
Portfolio Turnover of Global Opportunities Portfolio		10	%		18	%⁽¹²⁾		—
Portfolio Turnover of High Income Opportunities Portfolio		78	%		79	%		72	%⁽¹⁰⁾
Portfolio Turnover of International Income Portfolio		31	%		45	%		28	%⁽¹⁰⁾
Portfolio Turnover of Short-Term U.S. Government Portfolio		6	%		26	%		34	%⁽¹⁰⁾


⁽¹⁾		For the period from commencement of operations on 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⁾		Includes the Fund’s share of the Portfolios’ allocated expenses.
⁽⁶⁾		Excludes the effect of custody fee credits, if any, of less than 0.005%.
⁽⁷⁾		Annualized.
⁽⁸⁾		Percentage includes both the Fund’s contributions to and withdrawals from the Portfolios and purchases and sales of securities held directly by the Fund, if any.
⁽⁹⁾		For the Fund’s year ended October 31, 2009.
⁽¹⁰⁾		For the Portfolio’s year ended October 31, 2009.
⁽¹¹⁾		For the period from the Portfolio’s start of business, August 31, 2010, to October 31, 2010.
⁽¹²⁾		For the period from the Portfolio’s start of business, November 20, 2009, to October 31, 2010.

See Notes to Financial Statements.

Eaton Vance

Strategic Income Fund

October 31, 2011

Financial Highlights — continued


	Class R

	Year Ended October 31,
							Period Ended
	2011			2010			October 31, 2009⁽¹⁾

Net asset value — Beginning of period	$	8.220		$	7.940		$	7.660





Income (Loss) From Operations

Net investment income⁽²⁾	$	0.276		$	0.266		$	0.058
Net realized and unrealized gain (loss)		(0.086	)		0.422			0.321


Total income from operations	$	0.190		$	0.688		$	0.379





Less Distributions

From net investment income	$	(0.380	)	$	(0.408	)	$	(0.099	)


Total distributions	$	(0.380	)	$	(0.408	)	$	(0.099	)



Net asset value — End of period	$	8.030		$	8.220		$	7.940



Total Return⁽³⁾		2.33	%		8.84	%		4.97	%⁽⁴⁾





Ratios/Supplemental Data

Net assets, end of period (000’s omitted)	$	1,122		$	577		$	1
Ratios (as a percentage of average daily net assets):
Expenses⁽⁵⁾⁽⁶⁾		1.33	%		1.26	%		1.33	%⁽⁷⁾
Net investment income		3.38	%		3.26	%		2.98	%⁽⁷⁾
Portfolio Turnover of the Fund⁽⁸⁾		8	%		19	%		11	%⁽⁹⁾
Portfolio Turnover of the Fund, excluding contributions and withdrawals		—			15	%		33	%⁽⁹⁾
Portfolio Turnover of Boston Income Portfolio		70	%		75	%		74	%⁽¹⁰⁾
Portfolio Turnover of Emerging Markets Local Income Portfolio		16	%		17	%		26	%⁽¹⁰⁾
Portfolio Turnover of Floating Rate Portfolio		56	%		39	%		35	%⁽¹⁰⁾
Portfolio Turnover of Global Macro Absolute Return Advantage Portfolio		50	%		7	%⁽¹¹⁾		—
Portfolio Turnover of Global Macro Portfolio		33	%		19	%		25	%⁽¹⁰⁾
Portfolio Turnover of Global Opportunities Portfolio		10	%		18	%⁽¹²⁾		—
Portfolio Turnover of High Income Opportunities Portfolio		78	%		79	%		72	%⁽¹⁰⁾
Portfolio Turnover of International Income Portfolio		31	%		45	%		28	%⁽¹⁰⁾
Portfolio Turnover of Short-Term U.S. Government Portfolio		6	%		26	%		34	%⁽¹⁰⁾


⁽¹⁾		For the period from commencement of operations on August 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⁾		Includes the Fund’s share of the Portfolios’ allocated expenses.
⁽⁶⁾		Excludes the effect of custody fee credits, if any, of less than 0.005%.
⁽⁷⁾		Annualized.
⁽⁸⁾		Percentage includes both the Fund’s contributions to and withdrawals from the Portfolios and purchases and sales of securities held directly by the Fund, if any.
⁽⁹⁾		For the Fund’s year ended October 31, 2009.
⁽¹⁰⁾		For the Portfolio’s year ended October 31, 2009.
⁽¹¹⁾		For the period from the Portfolio’s start of business, August 31, 2010, to October 31, 2010.
⁽¹²⁾		For the period from the Portfolio’s start of business, November 20, 2009, to October 31, 2010.

See Notes to Financial Statements.

Eaton Vance

Strategic Income Fund

October 31, 2011

Notes to Financial Statements

1 Significant Accounting Policies

Eaton Vance Strategic 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 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. Beginning on January 1, 2012, Class B shares are only available for purchase upon exchange from another Eaton Vance fund or through reinvestment of distributions. 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 total return. Total return is defined as income plus capital appreciation. The Fund currently pursues its objective by investing substantially all of its investable assets in interests in the following nine portfolios managed by Eaton Vance Management (EVM) or its affiliates: Boston Income Portfolio, Emerging Markets Local Income Portfolio, Floating Rate Portfolio, Global Macro Absolute Return Advantage Portfolio, Global Macro Portfolio, Global Opportunities Portfolio, High Income Opportunities Portfolio, International Income Portfolio and Short-Term U.S. Government Portfolio (formerly, Investment 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 Boston Income Portfolio, Emerging Markets Local Income Portfolio, Floating Rate Portfolio, Global Macro Absolute Return Advantage Portfolio, Global Macro Portfolio, Global Opportunities Portfolio, High Income Opportunities Portfolio, International Income Portfolio and Short-Term U.S. Government Portfolio (9.0%, 18.0%, 6.7%, 9.3%, 14.7%, 85.4%, 17.1%, 70.5% and 0.02%, respectively, at October 31, 2011). 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 policies common to the Portfolios are as follows:

Debt obligations (including short-term obligations with a remaining maturity of more than sixty days and excluding most seasoned, fixed-rate 30-year mortgage-backed securities as noted below) 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 obligations 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. 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 Portfolios’ 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. 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 and commodities futures contracts are valued at the settlement price established by the board of trade or exchange on which they are traded. Forward foreign currency exchange contracts are generally valued at the mean of the average bid and average asked prices that are reported by currency dealers to a third party pricing service at the valuation time. Such third party pricing service valuations are supplied for specific settlement periods and the Portfolios’ forward foreign currency exchange contracts are valued at an interpolated rate between the closest preceding and subsequent settlement period reported by the third party pricing service. Forward commodity contracts are generally valued based on the price of the underlying futures or forward contract provided by the exchange on which the underlying instruments are traded or if unavailable, based on forward rates provided by broker/dealers. Interest rate swaps, cross-currency swaps and options on interest rate swaps

Eaton Vance

Strategic Income Fund

October 31, 2011

Notes to Financial Statements — continued

(“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 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 Portfolios in a manner that fairly reflects the security’s value, or the amount that the Portfolios might reasonably expect to receive for the security upon its current sale in the ordinary course. Each such determination is based on a consideration of relevant factors, which are likely to vary from one pricing context to another. These factors may include, but are not limited to, the type of security, the existence of any contractual restrictions on the security’s disposition, the price and extent of public trading in similar securities of the issuer or of comparable companies or entities, quotations or relevant information obtained from broker/dealers or other market participants, information obtained from the issuer, analysts, and/or the appropriate stock exchange (for exchange-traded securities), an analysis of the company’s or entity’s financial condition, and an evaluation of the forces that influence the issuer and the market(s) in which the security is purchased and sold.

Additional valuation policies for Global Macro Portfolio, Global Opportunities Portfolio, Emerging Markets Local Income Portfolio, International Income Portfolio and Short-Term U.S. Government Portfolio are as follows: Most seasoned, fixed-rate 30-year mortgage-backed securities are valued through the use of the investment adviser’s matrix pricing system, which takes into account bond prices, yield differentials, anticipated prepayments and interest rates provided by dealers.

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

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

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

Eaton Vance

Strategic Income Fund

October 31, 2011

Notes to Financial Statements — continued

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, 2011 and October 31, 2010 was as follows:


	Year Ended October 31,

	2011		2010


Distributions declared from:
Ordinary income	$	143,060,326	$	129,204,418

During the year ended October 31, 2011, accumulated net realized gain was increased by $7,314,067, accumulated distributions in excess of net investment income was decreased by $2,316,662 and paid-in capital was decreased by $9,630,729 due to differences between book and tax accounting, primarily for mixed straddles, swap contracts, premium amortization, foreign currency gain (loss), paydown gain (loss), dividend redesignations, a Portfolio’s investment in a subsidiary, investments in partnerships 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, 2011, the components of distributable earnings (accumulated losses) and unrealized appreciation (depreciation) on a tax basis were as follows:





Undistributed ordinary income	$	879,274
Net unrealized appreciation	$	120,979,539
Other temporary differences	$	(1,959,170	)

Eaton Vance

Strategic Income Fund

October 31, 2011

Notes to Financial Statements — continued

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 distributions from real estate investment trusts, tax accounting for straddle transactions, wash sales, futures contracts, swap contracts, foreign currency transactions, investments in partnerships, defaulted bond interest, premium amortization, 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 EVM as compensation for investment advisory services rendered to the Fund. The fee is computed at an annual rate of 0.615% of the Fund’s average daily net assets that are not invested in other investment companies for which EVM or its affiliates serve as investment adviser or administrator (“Investable Assets”) up to $500 million and is payable monthly. On Investable Assets of $500 million and over, the annual fee is reduced. To the extent the Fund’s assets are invested in the Portfolios, the Fund is allocated its share of the Portfolios’ adviser fee. The Portfolios have engaged Boston Management and Research (BMR), a subsidiary of EVM, to render investment advisory services. For the year ended October 31, 2011, the Fund’s allocated portion of the adviser fees paid by the Portfolios totaled $17,122,329 and the adviser fees paid by the Fund on Investable Assets amounted to $26,173. For the year ended October 31, 2011, the Fund’s investment adviser fee, including the adviser fees allocated from the Portfolios, was 0.56% of the Fund’s average daily net assets. EVM also 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, 2011, EVM earned $90,139 in sub-transfer agent fees. The Fund was informed that EVD, an affiliate of EVM, received $637,552 as its portion of the sales charge on sales of Class A shares for the year ended October 31, 2011. 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 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. Pursuant to the Class B and Class C Plans, the Fund pays 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, 2011, the Fund paid or accrued to EVD $1,130,617 and $6,390,293 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, 2011, the amounts of Uncovered Distribution Charges of EVD calculated under the Class B and Class C Plans were approximately $46,996,000 and $68,659,000, respectively.

Pursuant to the Class B, Class C and Class R Plans, the Fund also makes 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 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, 2011 amounted to $376,872, $2,130,098 and $2,369 for Class B, Class C and Class R shares, respectively.

5 Contingent Deferred Sales Charges

Eaton Vance

Strategic Income Fund

October 31, 2011

Notes to Financial Statements — continued

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, 2011, the Fund was informed that EVD received approximately $85,500, $276,700 and $175,000 of CDSCs paid by Class A, Class B and Class C shareholders, respectively.

6 Investment Transactions

For the year ended October 31, 2011, increases and decreases in the Fund’s investments in the Portfolios were as follows:


Portfolio	Contributions		Withdrawals


Boston Income Portfolio	$	31,502,788	$	—
Emerging Markets Local Income Portfolio		13,167,944		—
Floating Rate Portfolio		119,127,247		71,428,107
Global Macro Absolute Return Advantage Portfolio		18,926,230		2,921,440
Global Macro Portfolio		134,886,389		135,358,927
Global Opportunities Portfolio		99,801,623		30,939,873
High Income Opportunities Portfolio		—		12,164,239
International Income Portfolio		3,377,011		—
Short-Term U.S. Government Portfolio		—		—

7 Shares of Beneficial Interest


	Year Ended October 31,

Class A	2011			2010


Sales		74,102,369			81,680,235
Issued to shareholders electing to receive payments of distributions in Fund shares		8,859,884			8,436,895
Redemptions		(81,307,590	)		(64,815,518	)
Exchange from Class B shares		2,467,270			1,858,797



Net increase		4,121,933			27,160,409





	Year Ended October 31,

Class B	2011			2010


Sales		3,001,218			4,690,484
Issued to shareholders electing to receive payments of distributions in Fund shares		533,850			597,231
Redemptions		(3,934,224	)		(4,077,234	)
Exchange to Class A shares		(2,613,729	)		(1,967,734	)



Net decrease		(3,012,885	)		(757,253	)

Eaton Vance

Strategic Income Fund

October 31, 2011

Notes to Financial Statements — continued


	Year Ended October 31,

Class C	2011			2010


Sales		41,305,444			33,467,050
Issued to shareholders electing to receive payments of distributions in Fund shares		3,329,664			2,813,430
Redemptions		(27,568,467	)		(17,877,030	)



Net increase		17,066,641			18,403,450





	Year Ended October 31,

Class I	2011			2010


Sales		45,765,476			26,930,747
Issued to shareholders electing to receive payments of distributions in Fund shares		1,275,315			513,842
Redemptions		(26,232,325	)		(6,437,565	)



Net increase		20,808,466			21,007,024





	Year Ended October 31,

Class R	2011			2010


Sales		100,407			75,481
Issued to shareholders electing to receive payments of distributions in Fund shares		5,257			2,355
Redemptions		(36,223	)		(7,714	)



Net increase		69,441			70,122

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)

Eaton Vance

Strategic Income Fund

October 31, 2011

Notes to Financial Statements — continued

At October 31, 2011, the hierarchy of inputs used in valuing the Fund’s investments, which are carried at value, were as follows:


Asset Description	Level 1		Level 2		Level 3		Total


Investments in Affiliated Portfolios	$	3,113,701,976	$	—	$	—	$	3,113,701,976
Short-Term Investments		—		533,410		—		533,410



Total Investments	$	3,113,701,976	$	533,410	$	—	$	3,114,235,386

Eaton Vance

Strategic Income Fund

October 31, 2011

Report of Independent Registered Public Accounting Firm

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

We have audited the accompanying statement of assets and liabilities of Eaton Vance Strategic Income Fund (the “Fund”) (one of the funds constituting Eaton Vance Mutual Funds Trust), including the portfolio of investments, as of October 31, 2011, 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.

In our opinion, such financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Eaton Vance Strategic Income Fund as of October 31, 2011, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 23, 2011

Eaton Vance

Strategic Income Fund

October 31, 2011

Federal Tax Information (Unaudited)

Eaton Vance

Strategic Income Fund

October 31, 2011

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 02109. As used below, “EVC” refers to Eaton Vance Corp., “EV” refers to Eaton Vance, Inc., “EVM” refers to Eaton Vance Management, “BMR” refers to Boston Management and Research 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. Each Trustee oversees 179 portfolios in the Eaton Vance Complex (including all master and feeder funds in a master feeder structure). Each officer serves as an officer of certain other Eaton Vance funds. Each Trustee and officer serves until his or her successor is elected.


	Position(s)
	with the		Principal Occupation(s) and Directorships
Name and Year of Birth	Trust	Length of Service	During Past Five Years and Other Relevant Experience



Interested Trustee

Thomas E. Faust Jr. 1958	Trustee	Since 2007	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 179 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. Directorships in the Last Five Years.⁽¹⁾ Director of EVC.

Noninterested Trustees

Scott E. Eston 1956	Trustee	Since 2011	Private investor. Formerly held various positions at Grantham, Mayo, Van Otterloo and Co., L.L.C. (investment management firm) (1997-2009), including Chief Operating Officer (2002-2009), Chief Financial Officer (1997-2009) and Chairman of the Executive Committee (2002-2008); President and Principal Executive Officer, GMO Trust (open-end registered investment company) (2006-2009). Former Partner, Coopers and Lybrand L.L.P. (now PricewaterhouseCoopers) (public accounting firm) (1987-1997). Directorships in the Last Five Years. None.

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. Directorships in the Last Five Years.⁽¹⁾ None.

Allen R. Freedman 1940	Trustee	Since 2007	Private Investor. 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). Former Chairman and a Director of Indus International, Inc. (provider of enterprise management software to the power generating industry) (2005-2007). Former Chief Executive Officer of Assurant, Inc. (insurance provider) (1979-2000). Directorships in the Last Five Years.⁽¹⁾ Director of Stonemor Partners, L.P. (owner and operator of cemeteries). Formerly, Director of Assurant, Inc. (insurance provider) (1979-2011).

William H. Park 1947	Trustee	Since 2003	Consultant and private investor. Formerly, Chief Financial Officer, Aveon Group L.P. (investment management firm) (2010-2011). 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 (investment management firm) (1982-2001). Formerly, Senior Manager, Price Waterhouse (now PricewaterhouseCoopers) (an independent registered public accounting firm) (1972-1981). Directorships in the Last Five Years.⁽¹⁾ 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). Directorships in the Last Five Years.⁽¹⁾ None.

Eaton Vance

Strategic Income Fund

October 31, 2011

Management and Organization — continued


	Position(s)
	with the		Principal Occupation(s) and Directorships
Name and Year of Birth	Trust	Length of Service	During Past Five Years and Other Relevant Experience


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). Directorships in the Last Five Years.⁽¹⁾ Formerly, Director of BJ’s Wholesale Club, Inc. (wholesale club retailer) (2004-2011). 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. Directorships in the Last Five Years.⁽¹⁾ None.

Harriett Tee Taggart 1948	Trustee	Since 2011	Managing Director, Taggart Associates (a professional practice firm). Formerly, Partner and Senior Vice President, Wellington Management Company, LLP (investment management firm) (1983-2006). Directorships in the Last Five Years. Director of Albemarle Corporation (chemicals manufacturer) (since 2007) and The Hanover Group (specialty property and casualty insurance company) (since 2009). Formerly, Director of Lubrizol Corporation (specialty chemicals) (2007-2011).

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). Directorships in the Last Five Years.⁽¹⁾ None.

Principal Officers who are not Trustees
	Position(s)
	with the	Length of	Principal Occupation(s)
Name and Year of Birth	Trust	Service	During Past Five Years



Duncan W. Richardson 1957	President	Since 2011⁽²⁾	Director of EVC and Executive Vice President and Chief Equity Investment Officer of EVC, EVM and BMR.

Payson F. Swaffield 1956	Vice President	Since 2011	Chief Income Investment Officer of EVC. Vice President of EVM and BMR.

Barbara E. Campbell 1957	Treasurer	Since 2005	Vice President of EVM and BMR.

Maureen A. Gemma 1960	Vice President, Secretary and Chief Legal Officer	Vice President since 2011, Secretary since 2007 and Chief Legal Officer since 2008	Vice President of EVM and BMR.

Paul M. O’Neil 1953	Chief Compliance Officer	Since 2004	Vice President of EVM and BMR.


⁽¹⁾		During their respective tenures, the Trustees (except Mr. Eston and Ms. Taggart) 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 Trust (launched in 1998 and terminated in 2009).
⁽²⁾		Prior to 2011, Mr. Richardson was Vice President of the Trust since 2001.

Eaton Vance

Strategic Income Fund

October 31, 2011

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.

This Page Intentionally Left Blank

Investment Adviser and 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 Investment Servicing (US) Inc.

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

Fund Offices
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 this program is available to investors at www.FINRA.org.


028-12/11	SISRC


Eaton Vance Global Macro Absolute Return Fund Annual Report October 31, 2011

Annual Report October 31, 2011

Eaton Vance
Global Macro Absolute Return Fund

Table of Contents


Management’s Discussion of Fund Performance	2
Performance	3
Fund Profile	4
Endnotes and Additional Disclosures	5
Fund Expenses	6
Financial Statements	7
Report of Independent Registered Public Accounting Firm	18	and 60
Federal Tax Information	19
Management and Organization	61
Important Notices	64

Eaton Vance
Global Macro Absolute Return Fund

October 31, 2011

Management’s Discussion of Fund Performance¹

Economic and Market Conditions

During the 12 months ending October 31, 2011, the markets digested a significant number of historical events that established price volatility as normal rather than the exception in global financial markets. Citing a lack of political will in the United States, Standard & Poor’s lowered its credit rating on U.S. sovereign debt. The European sovereign debt crisis deteriorated, as policymakers within the eurozone squandered opportunities to address the issues in a meaningful manner. The tragic Tohoku earthquake and tsunami in Japan seriously disrupted global supply chains and adversely affected global economic growth.

Fund Performance

For the fiscal year ending October 31, 2011, Eaton Vance Global Macro Absolute Return Fund’s Class A shares at net asset value (NAV) had a total return of 0.40%. By comparison, the Fund’s benchmark, the BofA Merrill Lynch 3-Month U.S. Treasury Bill Index (the Index),² gained 0.13% during the period.

The Fund 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, emerging and frontier markets.

The Fund’s exposure to international markets contributed positively to performance, including long/short local markets, credit default swaps (CDS), and sovereign bonds and currencies. Positions in Asia and Latin America benefited the Fund, as did investments in Europe, the Middle East and Africa. Investments in commodities and a short position in NZD (New Zealand) slightly detracted from performance.

During the rising rate environment that occurred during the first two months of the period, U.S. duration had a mildly positive effect on the Fund’s performance. Its effect was mildly negative for the remainder of the period as U.S. interest rates declined. Duration is a measure of the sensitivity of a fund or a fixed-income security to changes in interest rates. A shorter-duration instrument normally has less exposure to interest-rate risk than longer-duration instruments.

The Fund favored locally denominated foreign bonds and, therefore, had less exposure to U.S. government securities. Notably, the Fund’s reduced exposure to U.S. agency mortgage-backed securities (MBS) detracted from performance as MBS spreads widened during the period. The Fund’s investments in commodities also detracted from relative performance. Specifically, short positions in gold and long positions in platinum held back returns as gold prices increased and platinum prices fell during the period.

See Endnotes and Additional Disclosures in this report.

Eaton Vance
Global Macro Absolute Return Fund

October 31, 2011

Performance^2,3

Portfolio Managers Mark Venezia, CFA; John R. Baur; Michael A. Cirami, CFA; Eric Stein, CFA


						Since
% Average Annual Total Returns	Inception Date		1 Year			Inception

Class A at NAV		6/27/2007		0.40	%		5.42	%
Class A at 4.75% Maximum Sales Charge		—		-4.33			4.24
Class C at NAV		10/1/2009		-0.33			2.27
Class C at 1% Maximum Sales Charge		—		-1.30			2.27
Class I at NAV		6/27/2007		0.68			5.69
Class R at NAV		4/8/2010		0.18			1.35
BofA Merrill Lynch 3-Month U.S. Treasury Bill Index		6/27/2007		0.13	%		1.12	%


Total Annual Operating Expense Ratios⁴	Class A			Class C			Class I			Class R

		1.00	%		1.71	%		0.71	%		1.18	%

Growth of $250,000

This graph shows the change in value of a hypothetical investment of $250,000 in Class I of the Fund for the period indicated. For comparison, the same investment is shown in the indicated index.


				With Maximum
Growth of $250,000	Period Beginning	At NAV		Sales Charge

Class A	6/27/07	$	314,447	$	299,474
Class C	10/1/09	$	261,970		N.A.
Class R	4/8/10	$	255,314		N.A.

Growth of $10,000
Class A	6/27/07	$	12,578	$	11,979
Class C	10/1/09	$	10,479		N.A.
Class R	4/8/10	$	10,213		N.A.

See Endnotes and Additional Disclosures in this report.

Eaton Vance
Global Macro Absolute Return Fund

October 31, 2011

Fund Profile⁵

Asset Allocation (% of net assets; excluding derivatives)

Foreign Currency Exposure (% of net assets)⁶


China	7.0	%
Serbia	6.2
Malaysia	5.1
Turkey	4.6
South Korea	4.2
Indonesia	3.7
Platinum	3.6
Hong Kong	3.2
Mexico	3.1
Sweden	3.1
Romania	3.0
Philippines	2.6
India	2.5
Chile	2.5
Uruguay	2.2
Singapore	2.2
Poland	2.0
Norway	1.6
Dominican Republic	1.1
Ghana	0.8
Zambia	0.7
Kazakhstan	0.6	%
Uganda	0.5
Sri Lanka	0.3
Iceland	0.2
Lebanon	0.1
New Zealand	0.1
Ukraine	0.1
Georgia	0.1
Costa Rica	0.0
Israel	0.0
Australia	0.0
Brazil	-0.0
Gold	-0.4
Japan	-1.0
Croatia	-1.7
Russia	-1.9
South Africa	-2.5
Taiwan	-5.0
Euro	-20.5

Total Long	67.0

Total Short	-33.0

Total Net	34.0

See Endnotes and Additional Disclosures in this report.

Eaton Vance
Global Macro Absolute Return Fund

October 31, 2011

Endnotes and Additional Disclosures


1		The views expressed in this report are those of portfolio manager(s) and are current only through the date stated at the top of this page. These views are subject to change at any time based upon market or other conditions, and Eaton Vance and the Fund(s) disclaim any responsibility to update such views. These views may not be relied upon as investment advice and, because investment decisions are based on many factors, may not be relied upon as an indication of trading intent on behalf of any Eaton Vance fund. This commentary may contain statements that are not historical facts, referred to as forward looking statements. The Fund’s actual future results may differ significantly from those stated in any forward looking statement, depending on factors such as changes in securities or financial markets or general economic conditions, the volume of sales and purchases of Fund shares, the continuation of investment advisory, administrative and service contracts, and other risks discussed from time to time in the Fund’s filings with the Securities and Exchange Commission.

2		BofA Merrill Lynch 3-Month U.S. Treasury Bill Index is an unmanaged index of U.S. Treasury securities maturing in 90 days. Index returns do not reflect the effect of any applicable sales charges, commissions, expenses, taxes or leverage, as applicable. It is not possible to invest directly in an index.

3		Total Returns at NAV do not include applicable sales charges. If sales charges were deducted, the returns would be lower. Total Returns shown with maximum sales charge reflect the stated maximum sales charge. Unless otherwise stated, performance does not reflect the deduction of taxes on Fund distributions or redemptions of Fund shares. Fund was reopened to investors effective October 19, 2011.

4		Source: Fund prospectus.

5		Fund primarily invests in an affiliated investment company (Portfolio) with the same objective(s) and policies as the Fund and may also invest directly. References to investments are to the Portfolio’s holdings.

6		Currency exposures include all foreign exchange denominated assets, currency derivatives and commodities (including commodity derivatives). Total exposures may exceed 100% due to implicit leverage created by derivatives.

Fund profile subject to change due to active management.

Eaton Vance

Global Macro Absolute Return Fund

October 31, 2011

Fund Expenses


	Beginning		Ending		Expenses Paid		Annualized
	Account Value		Account Value		During Period*		Expense
	(5/1/11)		(10/31/11)		(5/1/11 – 10/31/11)		Ratio


Actual
Class A	$	1,000.00	$	988.30	$	6.11		1.22	%
Class C	$	1,000.00	$	984.70	$	9.60		1.92	%
Class I	$	1,000.00	$	989.70	$	4.61		0.92	%
Class R	$	1,000.00	$	987.30	$	7.11		1.42	%




Hypothetical
(5% return per year before expenses)
Class A	$	1,000.00	$	1,019.10	$	6.21		1.22	%
Class C	$	1,000.00	$	1,015.50	$	9.75		1.92	%
Class I	$	1,000.00	$	1,020.60	$	4.69		0.92	%
Class R	$	1,000.00	$	1,018.00	$	7.22		1.42	%

Eaton Vance

Global Macro Absolute Return Fund

October 31, 2011

Statement of Assets and Liabilities


Assets	October 31, 2011

Investment in Global Macro Portfolio, at value (identified cost, $6,434,810,279)	$	6,501,959,427
Receivable for Fund shares sold		29,947,743


Total assets	$	6,531,907,170





Liabilities

Payable for Fund shares redeemed	$	28,814,406
Distributions payable		8,061,290
Payable to affiliates:
Distribution and service fees		1,348,047
Trustees’ fees		42
Accrued expenses		1,047,310


Total liabilities	$	39,271,095


Net Assets	$	6,492,636,075





Sources of Net Assets

Paid-in capital	$	6,572,291,847
Accumulated net realized loss from Portfolio		(65,347,315	)
Accumulated distributions in excess of net investment income		(81,457,605	)
Net unrealized appreciation from Portfolio		67,149,148


Total	$	6,492,636,075





Class A Shares

Net Assets	$	1,786,580,973
Shares Outstanding		179,369,666
Net Asset Value and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	9.96
Maximum Offering Price Per Share
(100 ¸ 95.25 of net asset value per share)	$	10.46





Class C Shares

Net Assets	$	1,047,344,516
Shares Outstanding		105,113,962
Net Asset Value and Offering Price Per Share*
(net assets ¸ shares of beneficial interest outstanding)	$	9.96





Class I Shares

Net Assets	$	3,658,008,257
Shares Outstanding		367,587,440
Net Asset Value, Offering Price and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	9.95





Class R Shares

Net Assets	$	702,329
Shares Outstanding		70,434
Net Asset Value, Offering Price and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	9.97

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.

See Notes to Financial Statements.

Eaton Vance

Global Macro Absolute Return Fund

October 31, 2011

Statement of Operations


	Year Ended
Investment Income	October 31, 2011

Interest allocated from Portfolio (net of foreign taxes, $5,161,313)	$	292,163,659
Expenses allocated from Portfolio		(54,963,798	)


Total investment income from Portfolio	$	237,199,861





Expenses

Distribution and service fees
Class A	$	6,665,762
Class C		12,465,889
Class R		4,650
Trustees’ fees and expenses		500
Custodian fee		37,232
Transfer and dividend disbursing agent fees		5,222,191
Legal and accounting services		79,769
Printing and postage		1,174,200
Registration fees		432,781
Miscellaneous		34,094


Total expenses	$	26,117,068



Net investment income	$	211,082,793





Realized and Unrealized Gain (Loss) from Portfolio

Net realized gain (loss) —
Investment transactions	$	100,197,955
Written options		2,224,072
Securities sold short		(2,847,756	)
Futures contracts		(89,902,276	)
Swap contracts		5,593,687
Forward commodity contracts		(18,971,220	)
Foreign currency and forward foreign currency exchange contract transactions		(133,390,680	)


Net realized loss	$	(137,096,218	)


Change in unrealized appreciation (depreciation) —
Investments (including net increase of $4,064,932 from precious metals)	$	(210,064,371	)
Securities sold short		12,334,874
Futures contracts		(4,927,973	)
Swap contracts		49,978,777
Forward commodity contracts		(11,897,399	)
Foreign currency and forward foreign currency exchange contracts		127,925,458


Net change in unrealized appreciation (depreciation)	$	(36,650,634	)



Net realized and unrealized loss	$	(173,746,852	)



Net increase in net assets from operations	$	37,335,941

See Notes to Financial Statements.

Eaton Vance

Global Macro Absolute Return Fund

October 31, 2011

Statements of Changes in Net Assets


	Year Ended October 31,

Increase (Decrease) in Net Assets	2011			2010

From operations —
Net investment income	$	211,082,793		$	75,364,464
Net realized loss from investment transactions, written options, securities sold short, futures contracts, swap contracts, forward commodity contracts, and foreign currency and forward foreign currency exchange contract transactions		(137,096,218	)		(47,907,109	)
Net change in unrealized appreciation (depreciation) from investments, securities sold short, futures contracts, swap contracts, forward commodity contracts, written options, foreign currency and forward foreign currency exchange contracts		(36,650,634	)		97,431,009


Net increase in net assets from operations	$	37,335,941		$	124,888,364


Distributions to shareholders —
From net investment income
Class A	$	(81,823,188	)	$	(8,026,484	)
Class C		(37,424,797	)		(3,290,782	)
Class I		(151,730,795	)		(9,146,267	)
Class R		(32,334	)		(1,356	)
Tax return of capital
Class A		(6,843,971	)		(55,965,076	)
Class C		(3,130,338	)		(22,945,147	)
Class I		(12,691,282	)		(63,772,824	)
Class R		(2,704	)		(9,462	)


Total distributions to shareholders	$	(293,679,409	)	$	(163,157,398	)


Transactions in shares of beneficial interest —
Proceeds from sale of shares
Class A	$	560,439,123		$	2,752,106,628
Class C		91,125,513			1,342,922,300
Class I		2,141,810,659			3,957,712,812
Class R		162,203			1,114,901
Net asset value of shares issued to shareholders in payment of distributions declared
Class A		75,542,871			53,109,466
Class C		28,507,062			17,305,653
Class I		74,082,063			36,663,376
Class R		34,733			10,793
Cost of shares redeemed
Class A		(1,262,777,663	)		(512,115,412	)
Class C		(379,543,400	)		(42,716,894	)
Class I		(2,053,258,833	)		(490,727,774	)
Class R		(553,696	)		(30,569	)


Net increase (decrease) in net assets from Fund share transactions	$	(724,429,365	)	$	7,115,355,280



Net increase (decrease) in net assets	$	(980,772,833	)	$	7,077,086,246





Net Assets

At beginning of year	$	7,473,408,908		$	396,322,662


At end of year	$	6,492,636,075		$	7,473,408,908





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

At end of year	$	(81,457,605	)	$	21,955,927

See Notes to Financial Statements.

Eaton Vance

Global Macro Absolute Return Fund

October 31, 2011

Financial Highlights


	Class A

	Year Ended October 31,
													Period Ended
	2011			2010			2009			2008			October 31, 2007⁽¹⁾

Net asset value — Beginning of period	$	10.320		$	10.360		$	9.830		$	10.220		$	10.000





Income (Loss) From Operations

Net investment income⁽²⁾	$	0.289		$	0.226		$	0.460		$	0.499		$	0.123
Net realized and unrealized gain (loss)		(0.247	)		0.269			0.649			(0.247	)		0.201


Total income from operations	$	0.042		$	0.495		$	1.109		$	0.252		$	0.324





Less Distributions

From net investment income	$	(0.371	)	$	(0.067	)	$	(0.571	)	$	(0.605	)	$	(0.225	)
From net realized gain		—			—			(0.008	)		(0.037	)		—
Tax return of capital		(0.031	)		(0.468	)		—			—			—


Total distributions	$	(0.402	)	$	(0.535	)	$	(0.579	)	$	(0.642	)	$	(0.225	)



Capital contribution from administrator⁽²⁾	$	—		$	—		$	—		$	—		$	0.121



Net asset value — End of period	$	9.960		$	10.320		$	10.360		$	9.830		$	10.220



Total Return⁽³⁾		0.40	%		4.89	%		11.53	%		2.49	%		4.50	%⁽⁴⁾⁽⁵⁾





Ratios/Supplemental Data

Net assets, end of period (000’s omitted)	$	1,786,581		$	2,489,211		$	209,714		$	38,178		$	25
Ratios (as a percentage of average daily net assets):
Expenses⁽⁶⁾⁽⁷⁾		1.14	%		1.00	%		1.24	%⁽⁸⁾		1.10	%⁽⁸⁾		1.05	%⁽⁸⁾⁽⁹⁾
Net investment income		2.83	%		2.18	%		4.56	%		4.90	%		3.55	%⁽⁹⁾
Portfolio Turnover of the Portfolio		33	%		19	%		25	%		26	%		45	%⁽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 for the period from the start of business, June 27, 2007, to October 31, 2007, total return would have been 3.99%.
⁽⁶⁾		Includes the Fund’s share of the Portfolio’s allocated expenses.
⁽⁷⁾		Excludes the effect of custody fee credits, if any, of less than 0.005%.
⁽⁸⁾		The administrator subsidized certain operating expenses (equal to 0.12%, 0.33% and 673.39% of average daily net assets for the years ended October 31, 2009 and 2008, and the period from the start of business, June 27, 2007, to October 31, 2007, respectively).
⁽⁹⁾		Annualized.

See Notes to Financial Statements.

Eaton Vance

Global Macro Absolute Return Fund

October 31, 2011

Financial Highlights — continued


	Class C

	Year Ended October 31,
							Period Ended
	2011			2010			October 31, 2009⁽¹⁾

Net asset value — Beginning of period	$	10.320		$	10.350		$	10.300





Income (Loss) From Operations

Net investment income (loss)⁽²⁾	$	0.217		$	0.146		$	(0.012	)
Net realized and unrealized gain (loss)		(0.249	)		0.282			0.104


Total income (loss) from operations	$	(0.032	)	$	0.428		$	0.092





Less Distributions

From net investment income	$	(0.303	)	$	(0.057	)	$	(0.042	)
Tax return of capital		(0.025	)		(0.401	)		—


Total distributions	$	(0.328	)	$	(0.458	)	$	(0.042	)



Net asset value — End of period	$	9.960		$	10.320		$	10.350



Total Return⁽³⁾		(0.33	)%		4.21	%		0.89	%⁽⁴⁾





Ratios/Supplemental Data

Net assets, end of period (000’s omitted)	$	1,047,345		$	1,349,700		$	39,020
Ratios (as a percentage of average daily net assets):
Expenses⁽⁵⁾⁽⁶⁾		1.84	%		1.71	%		1.97	%⁽⁷⁾⁽⁸⁾
Net investment income (loss)		2.13	%		1.41	%		(1.41	)%⁽⁷⁾
Portfolio Turnover of the Portfolio		33	%		19	%		25	%⁽⁹⁾


⁽¹⁾		For the period from commencement of operations on October 1, 2009 to October 31, 2009.
⁽²⁾		Computed using average shares outstanding.
⁽³⁾		Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.
⁽⁴⁾		Not annualized.
⁽⁵⁾		Includes the Fund’s share of the Portfolio’s allocated expenses.
⁽⁶⁾		Excludes the effect of custody fee credits, if any, of less than 0.005%.
⁽⁷⁾		Annualized.
⁽⁸⁾		The administrator subsidized certain operating expenses (equal to 0.08% of average daily net assets for the period ended October 31, 2009).
⁽⁹⁾		For the Portfolio’s year ended October 31, 2009.

See Notes to Financial Statements.

Eaton Vance

Global Macro Absolute Return Fund

October 31, 2011

Financial Highlights — continued


	Class I

	Year Ended October 31,
													Period Ended
	2011			2010			2009			2008			October 31, 2007⁽¹⁾

Net asset value — Beginning of period	$	10.310		$	10.340		$	9.820		$	10.210		$	10.000





Income (Loss) From Operations

Net investment income⁽²⁾	$	0.318		$	0.245		$	0.504		$	0.464		$	0.146
Net realized and unrealized gain (loss)		(0.247	)		0.285			0.623			(0.181	)		0.243


Total income from operations	$	0.071		$	0.530		$	1.127		$	0.283		$	0.389





Less Distributions

From net investment income	$	(0.398	)	$	(0.070	)	$	(0.599	)	$	(0.636	)	$	(0.235	)
From net realized gain		—			—			(0.008	)		(0.037	)		—
Tax return of capital		(0.033	)		(0.490	)		—			—			—


Total distributions	$	(0.431	)	$	(0.560	)	$	(0.607	)	$	(0.673	)	$	(0.235	)



Capital contribution from administrator⁽²⁾	$	—		$	—		$	—		$	—		$	0.056



Net asset value — End of period	$	9.950		$	10.310		$	10.340		$	9.820		$	10.210



Total Return⁽³⁾		0.68	%		5.24	%		11.87	%		2.69	%		4.50	%⁽⁴⁾⁽⁵⁾





Ratios/Supplemental Data

Net assets, end of period (000’s omitted)	$	3,658,008		$	3,633,407		$	147,589		$	16,291		$	10
Ratios (as a percentage of average daily net assets):
Expenses⁽⁶⁾⁽⁷⁾		0.85	%		0.71	%		0.94	%⁽⁸⁾		0.80	%⁽⁸⁾		0.75	%^{(8) (9)}
Net investment income		3.13	%		2.36	%		5.01	%		4.59	%		4.15	%⁽⁹⁾
Portfolio Turnover of the Portfolio		33	%		19	%		25	%		26	%		45	%⁽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.
⁽⁴⁾		Not annualized.
⁽⁵⁾		Absent a capital contribution by the administrator for the period from the start of business, June 27, 2007, to October 31, 2007, total return would have been 3.99%.
⁽⁶⁾		Includes the Fund’s share of the Portfolio’s allocated expenses.
⁽⁷⁾		Excludes the effect of custody fee credits, if any, of less than 0.005%.
⁽⁸⁾		The administrator subsidized certain operating expenses (equal to 0.12%, 0.33% and 673.39% of average daily net assets for the years ended October 31, 2009 and 2008, and the period from the start of business, June 27, 2007, to October 31, 2007, respectively).
⁽⁹⁾		Annualized.

See Notes to Financial Statements.

Eaton Vance

Global Macro Absolute Return Fund

October 31, 2011

Financial Highlights — continued


	Class R

	Year Ended			Period Ended
	October 31, 2011			October 31, 2010⁽¹⁾

Net asset value — Beginning of period	$	10.330		$	10.380





Income (Loss) From Operations

Net investment income⁽²⁾	$	0.269		$	0.062
Net realized and unrealized gain (loss)		(0.249	)		0.138


Total income from operations	$	0.020		$	0.200





Less Distributions

From net investment income	$	(0.351	)	$	(0.031	)
Tax return of capital		(0.029	)		(0.219	)


Total distributions	$	(0.380	)	$	(0.250	)



Net asset value — End of period	$	9.970		$	10.330



Total Return⁽³⁾		0.18	%		1.94	%⁽⁴⁾





Ratios/Supplemental Data

Net assets, end of period (000’s omitted)	$	702		$	1,091
Ratios (as a percentage of average daily net assets):
Expenses⁽⁵⁾⁽⁶⁾		1.34	%		1.18	%⁽⁷⁾
Net investment income		2.63	%		1.06	%⁽⁷⁾
Portfolio Turnover of the Portfolio		33	%		19	%⁽⁸⁾


⁽¹⁾		For the period from commencement of operations on April 8, 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⁾		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, 2010.

See Notes to Financial Statements.

Eaton Vance

Global Macro Absolute Return Fund

October 31, 2011

Notes to Financial Statements

1 Significant Accounting Policies

Eaton Vance Global Macro Absolute Return 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 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. Effective October 19, 2011, the Fund was reopened to new accounts. Each class represents a pro-rata interest in the Fund, but votes separately on class-specific matters and (as noted below) is subject to different expenses. Realized and unrealized gains and losses are allocated daily to each class of shares based on the relative net assets of each class to the total net assets of the Fund. Net investment income, other than class-specific expenses, is allocated daily to each class of shares based upon the ratio of the value of each class’s paid shares to the total value of all paid shares. Each class of shares differs in its distribution plan and certain other class-specific expenses. The Fund invests all of its investable assets in interests in Global Macro Portfolio (the Portfolio), a 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 (80.9% at October 31, 2011). 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.

At October 31, 2011, the Fund, for federal income tax purposes, had a capital loss carryforward of $28,900,024 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, 2019.

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

Eaton Vance

Global Macro Absolute Return Fund

October 31, 2011

Notes to Financial Statements — continued

2 Distributions to Shareholders

The tax character of distributions declared for the years ended October 31, 2011 and October 31, 2010 was as follows:


	Year Ended October 31,

	2011		2010


Distributions declared from:
Ordinary income	$	271,011,114	$	20,464,889
Tax return of capital	$	22,668,295	$	142,692,509

During the year ended October 31, 2011, accumulated net realized loss was decreased by $88,648,373, accumulated distributions in excess of net investment income was increased by $43,485,211 and paid-in capital was decreased by $45,163,162 due to differences between book and tax accounting, primarily for swap contracts, premium amortization, the Portfolio’s investment in a subsidiary, paydown gain (loss) 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, 2011, the components of distributable earnings (accumulated losses) and unrealized appreciation (depreciation) on a tax basis were as follows:




Capital loss carryforward	$	(28,900,024	)
Net unrealized depreciation	$	(42,694,458	)
Other temporary differences	$	(8,061,290	)

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

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 0.615% of the Fund’s average daily net assets that are not invested in other investment companies for which EVM or its affiliates serve as investment adviser or administrator (“Investable Assets”) up to $500 million and is payable monthly. On Investable Assets of $500 million and over, the annual fee is reduced. For the year ended October 31, 2011, the Fund incurred no adviser fee on Investable Assets. To the extent the Fund’s assets are invested in the Portfolio, the Fund is allocated its share of the Portfolio’s adviser fee. The Portfolio has engaged Boston Management and Research (BMR), a subsidiary of EVM, to render investment advisory services. See Note 2 of the Portfolio’s Notes to Consolidated Financial Statements which are included elsewhere in this report. EVM also serves as the administrator of the Fund, but receives no compensation. Prior to April 7, 2011, EVM had agreed to reimburse the Fund’s expenses to the extent that total annual operating expenses (relating to ordinary operating expenses only) exceeded 1.20%, 1.90%, 0.90% and 1.40% of the Fund’s average daily net assets for Class A, Class C, Class I and Class R, respectively. Pursuant to this agreement, EVM was allocated no operating expenses for the year ended October 31, 2011.

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, 2011, EVM earned $267,562 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 $85,299 as its portion of the sales charge on sales of Class A shares for the year ended October 31, 2011. 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).

Eaton Vance

Global Macro Absolute Return Fund

October 31, 2011

Notes to Financial Statements — continued

4 Distribution Plans

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. Pursuant to the Class C Plan, the Fund pays EVD amounts equal to 0.75% per annum of its average daily net assets attributable to Class C shares for providing ongoing distribution services and facilities to the Fund. For the year ended October 31, 2011, the Fund paid or accrued to EVD $9,349,417 for Class C shares. 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, 2011, the Fund paid or accrued to EVD $2,325 for Class R shares.

Pursuant to the Class C and Class R Plans, the Fund also makes 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, 2011 amounted to $3,116,472 and $2,325 for Class C and Class R shares, respectively.

5 Contingent Deferred Sales Charges

6 Investment Transactions

For the year ended October 31, 2011, increases and decreases in the Fund’s investment in the Portfolio aggregated $491,260,926 and $1,562,837,485, respectively.

7 Shares of Beneficial Interest


	Year Ended October 31,

Class A	2011			2010


Sales		54,934,025			265,289,640
Issued to shareholders electing to receive payments of distributions in Fund shares		7,417,025			5,126,462
Redemptions		(124,213,440	)		(49,431,880	)



Net increase (decrease)		(61,862,390	)		220,984,222

Eaton Vance

Global Macro Absolute Return Fund

October 31, 2011

Notes to Financial Statements — continued


	Year Ended October 31,

Class C	2011			2010


Sales		8,910,114			129,472,278
Issued to shareholders electing to receive payments of distributions in Fund shares		2,798,435			1,670,564
Redemptions		(37,383,758	)		(4,122,548	)



Net increase (decrease)		(25,675,209	)		127,020,294





	Year Ended October 31,

Class I	2011			2010


Sales		209,885,377			382,147,743
Issued to shareholders electing to receive payments of distributions in Fund shares		7,284,871			3,544,080
Redemptions		(202,075,858	)		(47,469,326	)



Net increase		15,094,390			338,222,497





	Year Ended			Period Ended
Class R	October 31, 2011			October 31, 2010⁽¹⁾


Sales		15,924			107,546
Issued to shareholders electing to receive payments of distributions in Fund shares		3,405			1,042
Redemptions		(54,533	)		(2,950	)



Net increase (decrease)		(35,204	)		105,638


⁽¹⁾		For the period from commencement of operations on April 8, 2010 to October 31, 2010.

Eaton Vance

Global Macro Absolute Return Fund

October 31, 2011

Report of Independent Registered Public Accounting Firm

To the Trustees of Eaton Vance Mutual Funds Trust and Shareholders of Eaton Vance Global Macro Absolute Return Fund:

We have audited the accompanying statement of assets and liabilities of Eaton Vance Global Macro Absolute Return Fund (the “Fund”) (one of the funds constituting Eaton Vance Mutual Funds Trust) as of October 31, 2011, 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, 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, such financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Eaton Vance Global Macro Absolute Return Fund as of October 31, 2011, 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, 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 21, 2011

Eaton Vance

Global Macro Absolute Return Fund

October 31, 2011

Federal Tax Information (Unaudited)

Foreign Tax Credit. The Fund paid foreign taxes of $5,161,313 and recognized foreign source of income of $245,020,387.

Global Macro Portfolio

October 31, 2011

Consolidated Portfolio of Investments


Foreign Government Bonds — 24.2%

		Principal
Security		Amount		Value



Albania — 0.0%⁽¹⁾

Republic of Albania, 7.50%, 11/4/15	EUR		2,870,000	$	3,561,191


Total Albania				$	3,561,191





Bermuda — 0.2%

Government of Bermuda, 5.603%, 7/20/20⁽²⁾	USD		16,113,000	$	17,778,262


Total Bermuda				$	17,778,262




Brazil — 0.1%

Nota Do Tesouro Nacional, 6.00%, 5/15/15⁽³⁾	BRL		13,881,022	$	8,327,999


Total Brazil				$	8,327,999




Chile — 2.4%

Government of Chile, 3.00%, 1/1/15⁽³⁾	CLP		29,343,033,450	$	60,629,493
Government of Chile, 6.00%, 3/1/17	CLP		2,390,000,000		5,039,073
Government of Chile, 6.00%, 1/1/18	CLP		2,170,000,000		4,597,858
Government of Chile, 6.00%, 3/1/18	CLP		56,865,000,000		120,487,180


Total Chile				$	190,753,604




Congo — 0.2%

Republic of Congo, 3.00%, 6/30/29	USD		20,463,000	$	14,119,470


Total Congo				$	14,119,470




Costa Rica — 0.0%⁽¹⁾

Titulo Propiedad Ud, 1.00%, 1/12/22⁽³⁾	CRC		1,370,401,361	$	2,151,667
Titulo Propiedad Ud, 1.63%, 7/13/16⁽³⁾	CRC		152,773,157		281,067


Total Costa Rica				$	2,432,734




Dominican Republic — 1.0%

Dominican Republic, 16.00%, 7/10/20⁽²⁾	DOP		585,000,000	$	15,340,719
Dominican Republic “Bonos Internos” Total Return Linked Bond (Citibank, N.A.), 13.00%, 2/25/13⁽⁴⁾	DOP		118,000,000		3,031,521
Dominican Republic “Bonos Internos” Total Return Linked Bond (Citibank, N.A.), 15.00%, 3/12/12⁽⁴⁾	DOP		91,000,000		2,387,782
Dominican Republic “Bonos Internos” Total Return Linked Bond (Citibank, N.A.), 16.00%, 7/10/20⁽⁴⁾	DOP		2,439,100,000		63,374,798


Total Dominican Republic				$	84,134,820




Georgia — 0.2%

Bank of Georgia Promissory Note, 7.00%, 5/18/12	USD		11,900,000	$	11,976,829


Total Georgia				$	11,976,829




Germany — 0.3%

Bundesrepublik Deutschland, 3.50%, 7/4/19	EUR		15,000,000	$	23,370,340


Total Germany				$	23,370,340




Greece — 0.1%

Hellenic Republic Government Bond, 3.70%, 7/20/15	EUR		5,000,000	$	2,836,585
Hellenic Republic Government Bond, 6.10%, 8/20/15	EUR		9,775,000		5,548,229


Total Greece				$	8,384,814




Israel — 0.4%

Israel Government Bond, 3.00%, 10/31/19⁽³⁾	ILS		55,562,580	$	16,654,718
Israel Government Bond, 5.00%, 4/30/15⁽³⁾	ILS		46,898,557		14,682,834


Total Israel				$	31,337,552




Mexico — 0.5%

Mexican Bonos, 7.00%, 6/19/14	MXN		221,255,000	$	17,635,619
Mexican Bonos, 8.00%, 12/19/13	MXN		319,160,000		25,633,838


Total Mexico				$	43,269,457




Philippines — 1.1%

Philippine Government Bond, 5.75%, 2/21/12	PHP		387,050,000	$	9,197,474
Philippine Government International Bond, 6.25%, 1/14/36	PHP		3,480,000,000		79,562,586


Total Philippines				$	88,760,060




Poland — 0.3%

Poland Government Bond, 3.00%, 8/24/16⁽³⁾	PLN		88,238,471	$	27,985,021


Total Poland				$	27,985,021




Serbia — 3.9%

Serbia Treasury Bill, 0.00%, 4/5/12	RSD		574,890,000	$	7,498,110
Serbia Treasury Bill, 0.00%, 7/12/12	RSD		166,180,000		2,099,163
Serbia Treasury Bill, 0.00%, 8/9/12	RSD		6,528,500,000		81,691,463
Serbia Treasury Bill, 0.00%, 9/6/12	RSD		698,090,000		8,652,298

See Notes to Consolidated Financial Statements.

Global Macro Portfolio

October 31, 2011

Consolidated Portfolio of Investments — continued


		Principal
Security		Amount		Value


Serbia (continued)


Serbia Treasury Bill, 0.00%, 9/6/12	RSD		7,673,410,000	$	95,106,120
Serbia Treasury Bill, 0.00%, 10/5/12	RSD		698,740,000		8,574,466
Serbia Treasury Bill, 0.00%, 10/25/12	RSD		135,660,000		1,653,239
Serbia Treasury Bill, 0.00%, 11/22/12	RSD		5,500,190,000		66,377,627
Serbia Treasury Bill, 0.00%, 1/24/13	RSD		235,430,000		2,776,574
Serbia Treasury Bill, 0.00%, 4/4/13	RSD		370,130,000		4,269,314
Serbia Treasury Bill, 0.00%, 4/25/13	RSD		2,814,850,000		32,254,189


Total Serbia				$	310,952,563




Slovakia — 2.2%

Slovakia Government Bond, 0.00%, 1/27/12	EUR		125,407,000	$	173,213,321


Total Slovakia				$	173,213,321




South Africa — 3.1%

Republic of South Africa, 2.75%, 1/31/22⁽³⁾	ZAR		395,306,119	$	51,324,289
Republic of South Africa, 6.50%, 6/2/14	USD		67,231,000		74,539,010
South Africa Government Bond - CPI Linked, 2.50%, 1/31/17⁽³⁾	ZAR		235,229,076		31,771,384
South Africa Government Bond - CPI Linked, 2.60%, 3/31/28⁽³⁾	ZAR		390,068,377		49,105,703
South Africa Government Bond - CPI Linked, 5.50%, 12/7/23⁽³⁾	ZAR		237,856,474		38,729,106


Total South Africa				$	245,469,492




Sri Lanka — 0.5%

Republic of Sri Lanka, 6.25%, 10/4/20⁽²⁾	USD		36,130,000	$	36,942,925


Total Sri Lanka				$	36,942,925




Taiwan — 1.0%

Taiwan Government Bond, 0.25%, 2/10/12	TWD		2,450,100,000	$	81,829,311


Total Taiwan				$	81,829,311




Turkey — 5.1%

Turkey Government Bond, 0.00%, 4/25/12	TRY		37,350,000	$	20,151,343
Turkey Government Bond, 0.00%, 8/8/12	TRY		25,739,000		13,533,934
Turkey Government Bond, 0.00%, 11/7/12	TRY		321,537,000		164,903,716
Turkey Government Bond, 3.00%, 1/6/21⁽³⁾	TRY		38,695,456		22,045,732
Turkey Government Bond, 4.00%, 4/1/20⁽³⁾	TRY		244,879,493		148,514,622
Turkey Government Bond, 8.00%, 10/9/13	TRY		75,000,000		41,541,789


Total Turkey				$	410,691,136




Uruguay — 0.5%

Monetary Regulation Bill, 0.00%, 8/15/13	UYU		181,000,000	$	7,868,680
Monetary Regulation Bill, 0.00%, 9/9/13	UYU		517,331,000		22,325,874
Republic of Uruguay, 5.00%, 9/14/18⁽³⁾	UYU		195,574,526		10,930,782


Total Uruguay				$	41,125,336




Venezuela — 1.1%

Bolivarian Republic of Venezuela, 7.00%, 3/31/38⁽⁵⁾	USD		103,797,000	$	59,942,768
Bolivarian Republic of Venezuela, 9.25%, 5/7/28⁽⁵⁾	USD		43,665,000		29,255,550


Total Venezuela				$	89,198,318



Total Foreign Government Bonds
(identified cost $1,960,764,262)				$	1,945,614,555




Foreign Corporate Bonds & Notes — 0.1%

		Principal
Security		Amount		Value



Chile — 0.1%

JPMorgan Chilean Inflation Linked Note, 3.80%, 11/17/15⁽³⁾	USD		3,697,418	$	3,933,816



Total Chile
(identified cost $3,000,000)				$	3,933,816



Total Foreign Corporate Bonds & Notes
(identified cost $3,000,000)				$	3,933,816




Debt Obligations — United States — 21.3%

Corporate Bonds & Notes — 0.0%⁽¹⁾

		Principal
Security		Amount		Value


Eaton Corp., 8.875%, 6/15/19
	$ 500,000			$	683,922



Total Corporate Bonds & Notes
(identified cost $527,320)				$	683,922

See Notes to Consolidated Financial Statements.

Global Macro Portfolio

October 31, 2011

Consolidated Portfolio of Investments — continued

Collateralized Mortgage Obligations — 1.4%

Principal

Security

Amount

Value


Federal Home Loan Mortgage Corp.:
Series 4, Class D, 8.00%, 12/25/22	$	317,169	$	367,437
Series 1548, Class Z, 7.00%, 7/15/23		352,224		374,952
Series 1650, Class K, 6.50%, 1/15/24		2,278,961		2,483,812
Series 1817, Class Z, 6.50%, 2/15/26		298,224		321,536
Series 1927, Class ZA, 6.50%, 1/15/27		1,107,198		1,200,734
Series 2127, Class PG, 6.25%, 2/15/29		1,419,349		1,505,122
Series 2344, Class ZD, 6.50%, 8/15/31		2,233,806		2,475,094
Series 2458, Class ZB, 7.00%, 6/15/32		3,314,764		3,794,195


			$	12,522,882


Federal National Mortgage Association:
Series 1992-180, Class F, 1.40%, 10/25/22⁽⁶⁾	$	1,326,573	$	1,352,551
Series 1993-16, Class Z, 7.50%, 2/25/23		1,249,776		1,448,732
Series 1993-79, Class PL, 7.00%, 6/25/23		882,956		1,004,787
Series 1993-104, Class ZB, 6.50%, 7/25/23		343,623		384,615
Series 1993-121, Class Z, 7.00%, 7/25/23		5,384,332		6,105,157
Series 1993-141, Class Z, 7.00%, 8/25/23		955,019		1,082,481
Series 1994-42, Class ZQ, 7.00%, 4/25/24		5,918,709		6,739,252
Series 1994-79, Class Z, 7.00%, 4/25/24		1,123,389		1,279,882
Series 1994-89, Class ZQ, 8.00%, 7/25/24		787,235		931,988
Series 1996-35, Class Z, 7.00%, 7/25/26		286,898		329,908
Series 1998-16, Class H, 7.00%, 4/18/28		778,945		897,096
Series 1998-44, Class ZA, 6.50%, 7/20/28		1,379,304		1,573,307
Series 1999-25, Class Z, 6.00%, 6/25/29		2,150,722		2,381,361
Series 2000-2, Class ZE, 7.50%, 2/25/30		354,806		418,392
Series 2000-49, Class A, 8.00%, 3/18/27		1,033,708		1,234,282
Series 2001-31, Class ZA, 6.00%, 7/25/31		14,142,032		15,776,094
Series 2001-37, Class GA, 8.00%, 7/25/16		90,188		98,220
Series 2001-74, Class QE, 6.00%, 12/25/31		5,054,720		5,655,557
Series 2009-48, Class WA, 5.849%, 7/25/39⁽⁷⁾		13,141,964		14,655,371
Series G48, Class Z, 7.10%, 12/25/21		986,032		1,117,512
Series G92-60, Class Z, 7.00%, 10/25/22		2,460,669		2,743,589
Series G93-1, Class K, 6.675%, 1/25/23		1,485,036		1,675,782
Series G93-31, Class PN, 7.00%, 9/25/23		4,549,848		5,185,982
Series G93-41, Class ZQ, 7.00%, 12/25/23		9,468,792		10,795,418
Series G94-7, Class PJ, 7.50%, 5/17/24		1,464,999		1,724,103


			$	86,591,419


Government National Mortgage Association:
Series 1994-7, Class PQ, 6.50%, 10/16/24	$	1,062,437	$	1,197,164
Series 1996-22, Class Z, 7.00%, 10/16/26		837,858		951,901
Series 1999-42, Class Z, 8.00%, 11/16/29		2,200,757		2,535,822
Series 2000-21, Class Z, 9.00%, 3/16/30		3,318,442		4,110,126
Series 2001-35, Class K, 6.45%, 10/26/23		344,387		385,889
Series 2002-48, Class OC, 6.00%, 9/16/30		1,746,812		1,788,377


			$	10,969,279



Total Collateralized Mortgage Obligations
(identified cost $103,747,246)			$	110,083,580


Commercial Mortgage-Backed Securities — 0.4%

	Principal
Security	Amount	Value


JPMCC, Series 2005-LDP5, Class AM, 5.247%, 12/15/44⁽⁷⁾	$	9,960,000	$	10,236,465
MLMT, Series 2006-C2, Class A2, 5.756%, 8/12/43⁽⁷⁾		5,709,180		5,994,203
WBCMT, Series 2004-C12, Class MAD, 5.262%, 7/15/41⁽²⁾⁽⁷⁾		9,617,617		10,425,742
WBCMT, Series 2005-C17, Class A4, 5.083%, 3/15/42⁽⁷⁾		6,000,000		6,586,302



Total Commercial Mortgage-Backed Securities
(identified cost $31,719,575)			$	33,242,712


Mortgage Pass-Throughs — 11.9%

	Principal
Security	Amount	Value


Federal Home Loan Mortgage Corp.:
2.929%, with maturity at 2035⁽⁸⁾	$	6,703,984	$	7,025,995
3.423%, with maturity at 2029⁽⁸⁾		1,343,971		1,383,359
3.802%, with maturity at 2023⁽⁸⁾		448,249		471,125
4.334%, with maturity at 2030⁽⁸⁾		1,796,084		1,959,134
4.50%, with maturity at 2018		4,314,743		4,605,489
5.00%, with various maturities to 2019		5,365,904		5,760,039
5.50%, with various maturities to 2019		15,015,720		16,197,923
6.00%, with various maturities to 2035⁽⁹⁾		48,258,315		54,685,285
6.50%, with various maturities to 2033		58,858,192		67,926,174
6.60%, with maturity at 2030		2,739,901		3,210,154
7.00%, with various maturities to 2036		57,285,037		67,259,965
7.31%, with maturity at 2026		266,354		302,918
7.50%, with various maturities to 2035		31,306,455		37,299,138
7.95%, with maturity at 2022		483,239		574,619
8.00%, with various maturities to 2031		8,637,176		10,428,602
8.15%, with maturity at 2021		238,855		282,726
8.30%, with maturity at 2021		80,875		94,875
8.47%, with maturity at 2018		168,170		195,076
8.50%, with various maturities to 2028		1,242,008		1,489,568
9.00%, with various maturities to 2027		2,292,516		2,751,899

See Notes to Consolidated Financial Statements.

Global Macro Portfolio

October 31, 2011

Consolidated Portfolio of Investments — continued


	Principal
Security	Amount		Value


Federal Home Loan Mortgage Corp.: (continued)

9.50%, with maturity at 2027	$	261,084	$	323,239
9.75%, with maturity at 2016		4,453		5,138
10.00%, with various maturities to 2020		744,349		866,023
10.50%, with maturity at 2021		424,753		498,107
11.00%, with maturity at 2016		517,356		575,254


			$	286,171,824


Federal National Mortgage Association:
2.38%, with maturity at 2028⁽⁸⁾	$	264,575	$	275,753
2.571%, with maturity at 2022⁽⁸⁾		2,632,947		2,710,242
2.573%, with maturity at 2027⁽⁸⁾		435,199		449,141
2.579%, with maturity at 2038⁽⁸⁾		1,546,960		1,609,265
2.588%, with various maturities to 2033⁽⁸⁾		23,351,611		24,217,189
2.60%, with various maturities to 2035⁽⁸⁾		27,228,142		28,399,389
2.631%, with maturity at 2035⁽⁸⁾		5,930,871		6,149,499
2.75%, with maturity at 2025⁽⁸⁾		1,657,809		1,723,448
2.95%, with maturity at 2024⁽⁸⁾		1,136,729		1,188,023
3.605%, with maturity at 2023⁽⁸⁾		151,616		158,738
3.659%, with maturity at 2034⁽⁸⁾		4,226,545		4,566,764
3.831%, with maturity at 2035⁽⁸⁾		14,561,683		15,782,342
4.299%, with maturity at 2035⁽⁸⁾		10,598,568		11,560,713
4.50%, with various maturities to 2018		5,599,132		5,974,389
5.00%, with various maturities to 2019⁽⁹⁾		28,304,022		30,394,454
5.50%, with various maturities to 2023⁽⁹⁾		23,437,856		25,423,674
6.00%, with various maturities to 2033		28,317,528		31,124,998
6.324%, with maturity at 2032⁽⁸⁾		4,570,609		4,985,532
6.50%, with various maturities to 2036		131,306,599		147,156,964
6.919%, with maturity at 2025⁽⁸⁾		222,611		237,393
7.00%, with various maturities to 2036		135,490,806		158,563,407
7.50%, with various maturities to 2034		18,916,915		21,984,468
8.00%, with various maturities to 2030		7,740,390		9,333,511
8.50%, with various maturities to 2037		11,631,269		14,270,291
9.00%, with various maturities to 2032		3,979,548		4,812,653
9.08%, with maturity at 2028⁽⁷⁾		625,149		725,106
9.50%, with various maturities to 2031		3,483,590		4,285,338
10.50%, with maturity at 2029		372,204		452,730
10.723%, with maturity at 2027⁽⁷⁾		608,040		706,817
11.00%, with maturity at 2016		22,787		24,694
11.50%, with maturity at 2031		513,101		668,168


			$	559,915,093


Government National Mortgage Association:
2.125%, with maturity at 2024⁽⁸⁾	$	643,540	$	669,087
6.50%, with various maturities to 2032		6,917,550		8,029,944
7.00%, with various maturities to 2035		52,611,334		62,258,669
7.50%, with various maturities to 2031		8,730,601		10,370,064
7.75%, with maturity at 2019	$	34,764		40,776
8.00%, with various maturities to 2034		21,910,929		26,116,918
8.30%, with various maturities to 2020		139,907		157,648
8.50%, with various maturities to 2021		1,246,200		1,420,885
9.00%, with various maturities to 2025		463,245		556,643
9.50%, with various maturities to 2026		1,597,682		2,007,484


			$	111,628,118



Total Mortgage Pass-Throughs
(identified cost $903,680,081)			$	957,715,035




U.S. Government Agency Obligations — 5.1%

	Principal
Security	Amount		Value


Federal Home Loan Bank:
4.125%, 12/13/19	$	20,000,000	$	22,734,140
4.125%, 3/13/20		65,000,000		73,134,815
4.50%, 9/13/19		48,275,000		56,035,110
4.625%, 9/11/20		19,325,000		22,571,213
5.25%, 12/11/20		11,545,000		14,018,204
5.25%, 12/9/22		12,150,000		14,823,729
5.365%, 9/9/24		12,700,000		15,691,752
5.375%, 5/15/19		27,930,000		34,113,674
5.375%, 9/30/22		49,780,000		61,331,499
5.375%, 8/15/24		22,000,000		27,025,636
5.625%, 6/11/21		12,850,000		16,038,445
5.75%, 6/12/26		14,850,000		18,926,964


			$	376,445,181


United States Agency for International Development – Israel:
5.50%, 12/4/23	$	5,000,000	$	6,317,870
5.50%, 4/26/24		22,500,000		28,591,807


			$	34,909,677



Total U.S. Government Agency Obligations
(identified cost $371,557,271)			$	411,354,858

See Notes to Consolidated Financial Statements.

Global Macro Portfolio

October 31, 2011

Consolidated Portfolio of Investments — continued


U.S. Treasury Obligations — 2.5%

	Principal
Security	Amount		Value


U.S. Treasury Bond, 7.875%, 2/15/21⁽⁹⁾	$	1,500,000	$	2,251,641
U.S. Treasury Note, 1.125%, 1/15/12⁽⁹⁾		100,000,000		100,238,300
U.S. Treasury Note, 4.625%, 12/31/11		100,000,000		100,761,700



Total U.S. Treasury Obligations
(identified cost $202,497,671)			$	203,251,641



Total Debt Obligations — United States
(identified cost $1,613,729,164)			$	1,716,331,748




Common Stocks — 0.0%⁽¹⁾

Security	Shares		Value



Indonesia — 0.0%⁽¹⁾

APP China⁽¹⁰⁾	8,155	$	122,325



Total Indonesia
(identified cost $1,522,635)		$	122,325



Total Common Stocks
(identified cost $1,522,635)		$	122,325


Precious Metals — 6.0%

Description	Troy Ounces	Value


Gold⁽¹⁰⁾	184,663	$	317,427,299
Platinum⁽¹⁰⁾	104,260		166,893,939



Total Precious Metals
(identified cost $473,601,481)		$	484,321,238

Currency Options Purchased — 0.0%⁽¹⁾

Principal Amount

of Contracts

Strike

Expiration

Description

(000’s omitted)

Price

Date

Value

Euro Put Option

EUR

193,597

EUR

1.17

5/3/12

1,931,148

Total Currency Options Purchased

(identified cost $8,845,662)

1,931,148

Interest Rate Swaptions — 0.1%

Expiration

Notional

Description

Date

Amount

Value

Options to receive 3-month USD-LIBOR-BBA Rate and pay 4.60%

8/26/14

99,600,000

4,593,552

Total Interest Rate Swaptions

(identified cost $6,205,080)

4,593,552

Put Options Purchased — 0.1%

Number of

Strike

Expiration

Description

Contracts

Price

Date

Value

KOSPI 200 Index

801,640,000

KRW

200

10/11/12

6,030,594

KOSPI 200 Index

134,100,000

KRW

200

12/13/12

1,118,128

Light Sweet Crude Oil Future 12/11

160

USD

11/15/11

44,800

Total Put Options Purchased

(identified cost $11,878,330)

7,193,522

Short-Term Investments — 49.3%

Foreign Government Securities — 31.9%

Principal

Amount

Security

(000’s omitted)

Value

Brazil — 3.5%

Letras Do Tesouro Nacional, 0.00%, 4/1/12

BRL

498,942

278,300,278

Total Brazil

278,300,278

Chile — 0.0%⁽¹⁾

Banco Central de Chile, 0.00%, 1/18/12

CLP

1,730,000

3,499,582

Total Chile

3,499,582

Georgia — 0.7%

Bank of Georgia Promissory Note, 7.00%, 2/22/12

USD

16,500

16,601,910

Bank of Georgia Promissory Note, 7.00%, 3/9/12

USD

11,450

11,523,441

Bank of Georgia Promissory Note, 7.00%, 4/9/12

USD

11,450

11,524,464

Bank of Georgia Promissory Note, 7.00%, 6/18/12

USD

11,700

11,776,675

See Notes to Consolidated Financial Statements.

Global Macro Portfolio

October 31, 2011

Consolidated Portfolio of Investments — continued


		Principal
		Amount
Security		(000’s omitted)		Value


Georgia (continued)


Bank of Georgia Promissory Note, 9.00%, 12/7/11	USD		5,875	$	5,907,915


Total Georgia				$	57,334,405




Ghana — 0.0%⁽¹⁾

Ghana Government Bond, 14.47%, 12/15/11	GHS		750	$	471,710


Total Ghana				$	471,710




Hong Kong — 3.2%

Hong Kong Treasury Bill, 0.00%, 11/9/11	HKD		1,948,000	$	250,763,083
Hong Kong Treasury Bill, 0.00%, 12/21/11	HKD		36,000		4,633,158


Total Hong Kong				$	255,396,241




Iceland — 0.2%

Iceland Treasury Bill, 0.00%, 4/16/12	ISK		1,639,000	$	11,979,643


Total Iceland				$	11,979,643




Indonesia — 0.1%

Indonesia Treasury Bill, 0.00%, 1/19/12	IDR		25,220,000	$	2,818,189
Indonesia Treasury Bill, 0.00%, 2/9/12	IDR		41,087,000		4,583,169


Total Indonesia				$	7,401,358




Israel — 0.6%

Israel Treasury Bill, 0.00%, 2/29/12	ILS		169,646	$	46,415,146


Total Israel				$	46,415,146




Kazakhstan — 0.6%

Kazakhstan National Bank, 0.00%, 11/25/11	KZT		6,661,951	$	45,005,650
Kazakhstan National Bank, 0.00%, 3/4/12	KZT		114,903		773,571


Total Kazakhstan				$	45,779,221




Lebanon — 0.1%

Lebanon Treasury Note, 6.18%, 1/26/12	LBP		5,000,000	$	3,337,681
Lebanon Treasury Note, 9.06%, 11/10/11	LBP		4,520,730		3,006,777


Total Lebanon				$	6,344,458




Malaysia — 7.2%

Bank Negara Monetary Note, 0.00%, 11/1/11	MYR		109,651	$	35,738,523
Bank Negara Monetary Note, 0.00%, 11/10/11	MYR		61,623		20,064,855
Bank Negara Monetary Note, 0.00%, 11/15/11	MYR		227,448		74,057,432
Bank Negara Monetary Note, 0.00%, 11/17/11	MYR		353,064		114,940,398
Bank Negara Monetary Note, 0.00%, 11/24/11	MYR		215,029		69,965,018
Bank Negara Monetary Note, 0.00%, 12/8/11	MYR		236,602		76,904,721
Bank Negara Monetary Note, 0.00%, 12/15/11	MYR		92,302		29,984,510
Bank Negara Monetary Note, 0.00%, 12/22/11	MYR		68,013		22,081,337
Bank Negara Monetary Note, 0.00%, 1/10/12	MYR		279,547		90,627,527
Bank Negara Monetary Note, 0.00%, 1/12/12	MYR		141,321		45,807,744


Total Malaysia				$	580,172,065




Mexico — 2.5%

Mexico Treasury Bill, 0.00%, 11/3/11	MXN		595,232	$	44,659,149
Mexico Treasury Bill, 0.00%, 11/17/11	MXN		1,619,330		121,313,054
Mexico Treasury Bill, 0.00%, 2/9/12	MXN		522,800		38,777,504


Total Mexico				$	204,749,707




Philippines — 1.0%

Philippine Treasury Bill, 0.00%, 11/2/11	PHP		616,810	$	14,466,397
Philippine Treasury Bill, 0.00%, 11/9/11	PHP		25,480		597,369
Philippine Treasury Bill, 0.00%, 11/23/11	PHP		156,160		3,657,955
Philippine Treasury Bill, 0.00%, 12/7/11	PHP		824,870		19,304,071
Philippine Treasury Bill, 0.00%, 1/11/12	PHP		482,800		11,294,184
Philippine Treasury Bill, 0.00%, 1/25/12	PHP		150,280		3,512,890
Philippine Treasury Bill, 0.00%, 2/8/12	PHP		81,530		1,905,155
Philippine Treasury Bill, 0.00%, 2/22/12	PHP		153,710		3,591,307
Philippine Treasury Bill, 0.00%, 3/7/12	PHP		912,050		21,289,188
Philippine Treasury Bill, 0.00%, 8/22/12	PHP		53,850		1,247,875


Total Philippines				$	80,866,391




Romania — 3.2%

Romania Treasury Bill, 0.00%, 11/9/11	RON		39,120	$	12,461,827
Romania Treasury Bill, 0.00%, 12/14/11	RON		34,000		10,770,505
Romania Treasury Bill, 0.00%, 12/28/11	RON		51,130		16,149,789
Romania Treasury Bill, 0.00%, 3/21/12	RON		241,460		75,137,711
Romania Treasury Bill, 0.00%, 4/11/12	RON		196,410		60,862,019
Romania Treasury Bill, 0.00%, 5/2/12	RON		245,380		75,855,342
Romania Treasury Bill, 0.00%, 6/20/12	RON		15,720		4,815,860
Romania Treasury Bill, 0.00%, 7/11/12	RON		14,470		4,415,280


Total Romania				$	260,468,333




Serbia — 1.9%

Serbia Treasury Bill, 0.00%, 11/1/11	RSD		163,580	$	2,240,917
Serbia Treasury Bill, 0.00%, 11/15/11	RSD		169,040		2,305,963

See Notes to Consolidated Financial Statements.

Global Macro Portfolio

October 31, 2011

Consolidated Portfolio of Investments — continued


		Principal
		Amount
Security		(000’s omitted)		Value


Serbia (continued)


Serbia Treasury Bill, 0.00%, 12/13/11	RSD		808,740	$	10,938,465
Serbia Treasury Bill, 0.00%, 3/22/12	RSD		3,909,800		51,228,426
Serbia Treasury Bill, 0.00%, 4/26/12	RSD		1,975,050		25,581,600
Serbia Treasury Bill, 0.00%, 6/7/12	RSD		903,800		11,542,383
Serbia Treasury Bill, 0.00%, 7/6/12	RSD		3,790,560		47,977,919


Total Serbia				$	151,815,673




South Korea — 0.9%

Korea Monetary Stabilization Bond, 0.00%, 11/8/11	KRW		7,079,060	$	6,383,385
Korea Monetary Stabilization Bond, 0.00%, 11/15/11	KRW		26,333,930		23,728,755
Korea Monetary Stabilization Bond, 0.00%, 11/22/11	KRW		1,758,500		1,583,600
Korea Monetary Stabilization Bond, 0.00%, 12/14/11	KRW		3,735,620		3,357,009
Korea Monetary Stabilization Bond, 0.00%, 1/3/12	KRW		9,778,560		8,771,288
Korea Monetary Stabilization Bond, 0.00%, 1/17/12	KRW		30,208,420		27,062,037


Total South Korea				$	70,886,074




Sri Lanka — 1.3%

Sri Lanka Treasury Bill, 0.00%, 1/20/12	LKR		1,357,000	$	12,126,002
Sri Lanka Treasury Bill, 0.00%, 2/17/12	LKR		600,000		5,332,677
Sri Lanka Treasury Bill, 0.00%, 3/9/12	LKR		1,287,380		11,395,941
Sri Lanka Treasury Bill, 0.00%, 3/16/12	LKR		545,550		4,822,647
Sri Lanka Treasury Bill, 0.00%, 3/23/12	LKR		1,911,190		16,871,801
Sri Lanka Treasury Bill, 0.00%, 4/27/12	LKR		1,269,800		11,143,244
Sri Lanka Treasury Bill, 0.00%, 5/11/12	LKR		272,010		2,383,592
Sri Lanka Treasury Bill, 0.00%, 7/13/12	LKR		1,773,550		15,350,381
Sri Lanka Treasury Bill, 0.00%, 7/20/12	LKR		1,255,000		10,846,298
Sri Lanka Treasury Bill, 0.00%, 8/3/12	LKR		1,161,300		9,997,297
Sri Lanka Treasury Bill, 0.00%, 10/5/12	LKR		706,080		5,980,280


Total Sri Lanka				$	106,250,160




Turkey — 2.7%

Turkey Government Bond, 0.00%, 11/16/11	TRY		182,658	$	102,882,092
Turkey Government Bond, 0.00%, 1/25/12	TRY		210,392		116,466,320


Total Turkey				$	219,348,412




Uruguay — 1.7%

Monetary Regulation Bill, 0.00%, 11/9/11	UYU		14,810	$	770,005
Monetary Regulation Bill, 0.00%, 11/10/11	UYU		58,900		3,061,627
Monetary Regulation Bill, 0.00%, 11/17/11	UYU		81,422		4,225,803
Monetary Regulation Bill, 0.00%, 11/22/11	UYU		160,880		8,340,508
Monetary Regulation Bill, 0.00%, 11/25/11	UYU		150,177		7,780,504
Monetary Regulation Bill, 0.00%, 11/30/11	UYU		67,987		3,518,483
Monetary Regulation Bill, 0.00%, 12/6/11	UYU		1,693		87,518
Monetary Regulation Bill, 0.00%, 12/20/11	UYU		116,905		6,022,308
Monetary Regulation Bill, 0.00%, 12/21/11	UYU		70,900		3,651,523
Monetary Regulation Bill, 0.00%, 12/22/11	UYU		17,200		885,634
Monetary Regulation Bill, 0.00%, 12/30/11	UYU		56,316		2,894,236
Monetary Regulation Bill, 0.00%, 1/17/12	UYU		168,549		8,624,511
Monetary Regulation Bill, 0.00%, 2/1/12	UYU		98,000		4,995,956
Monetary Regulation Bill, 0.00%, 2/3/12	UYU		21,600		1,100,600
Monetary Regulation Bill, 0.00%, 2/14/12	UYU		125,184		6,360,938
Monetary Regulation Bill, 0.00%, 2/22/12	UYU		29,570		1,499,468
Monetary Regulation Bill, 0.00%, 3/9/12	UYU		40,000		2,019,968
Monetary Regulation Bill, 0.00%, 3/13/12	UYU		135,900		6,855,637
Monetary Regulation Bill, 0.00%, 4/10/12	UYU		30,500		1,527,109
Monetary Regulation Bill, 0.00%, 4/13/12	UYU		114,601		5,733,251
Monetary Regulation Bill, 0.00%, 4/25/12	UYU		102,779		5,124,871
Monetary Regulation Bill, 0.00%, 5/8/12	UYU		49,000		2,434,566
Monetary Regulation Bill, 0.00%, 5/18/12	UYU		72,128		3,573,798
Monetary Regulation Bill, 0.00%, 6/5/12	UYU		37,670		1,857,108
Monetary Regulation Bill, 0.00%, 6/22/12	UYU		69,500		3,409,841
Monetary Regulation Bill, 0.00%, 7/20/12	UYU		230,400		11,212,958
Monetary Regulation Bill, 0.00%, 8/24/12	UYU		299,676		14,437,178
Monetary Regulation Bill, 0.00%, 9/28/12	UYU		233,304		11,124,822


Total Uruguay				$	133,130,729




Zambia — 0.5%

Zambia Treasury Bill, 0.00%, 12/12/11	ZMK		7,155,000	$	1,442,292
Zambia Treasury Bill, 0.00%, 12/12/11	ZMK		16,490,000		3,324,024
Zambia Treasury Bill, 0.00%, 12/12/11	ZMK		39,170,000		7,895,817
Zambia Treasury Bill, 0.00%, 12/19/11	ZMK		10,075,000		2,027,096
Zambia Treasury Bill, 0.00%, 12/26/11	ZMK		11,000,000		2,209,069
Zambia Treasury Bill, 0.00%, 1/2/12	ZMK		11,000,000		2,204,947
Zambia Treasury Bill, 0.00%, 1/9/12	ZMK		16,250,000		3,251,241
Zambia Treasury Bill, 0.00%, 1/16/12	ZMK		9,700,000		1,937,133
Zambia Treasury Bill, 0.00%, 3/12/12	ZMK		7,330,000		1,437,450

See Notes to Consolidated Financial Statements.

Global Macro Portfolio

October 31, 2011

Consolidated Portfolio of Investments — continued


		Principal
		Amount
Security		(000’s omitted)		Value


Zambia (continued)


Zambia Treasury Bill, 0.00%, 3/19/12	ZMK		87,660,000	$	17,145,899


Total Zambia				$	42,874,968



Total Foreign Government Securities
(identified cost $2,625,925,292)				$	2,563,484,554




U.S. Treasury Obligations — 3.8%

		Principal
		Amount
Security		(000’s omitted)		Value


U.S. Treasury Bill, 0.00%, 11/3/11
	$ 125,000			$	124,999,875
U.S. Treasury Bill, 0.00%, 11/10/11⁽⁹⁾			33,420		33,419,933
U.S. Treasury Bill, 0.00%, 11/17/11⁽⁹⁾			151,596		151,594,991



Total U.S. Treasury Obligations
(identified cost $310,015,667)				$	310,014,799




Repurchase Agreements — 7.3%

		Principal
		Amount
Description		(000’s omitted)		Value


Bank of America:
Dated 10/26/11 with a maturity date of 11/17/11, an interest rate of 0.85% payable by the Portfolio and repurchase proceeds of $21,349,560, collateralized by $25,410,000 Republic of Belarus 8.75%, due 8/3/15 and a market value, including accrued interest, of $22,141,992.
	$ 21,360			$	21,359,646
Dated 10/27/11 with a maturity date of 11/10/11, an interest rate of 0.84% and repurchase proceeds of EUR 58,434,251, collateralized by EUR 53,100,000 Government of France 3.75%, due 4/25/17 and a market value, including accrued interest, of $80,372,735.	EUR		58,421		80,836,613
Dated 10/27/11 with a maturity date of 11/22/11, an interest rate of 0.72% and repurchase proceeds of EUR 117,639,060, collateralized by EUR 113,130,000 Government of France 4.00%, due 10/25/38 and a market value, including accrued interest, of $159,591,119.	EUR		117,587		162,705,579
Dated 10/31/11 with a maturity date of 12/5/11, an interest rate of 0.47% and repurchase proceeds of EUR 13,699,471, collateralized by EUR 12,520,000 Government of France 3.75%, due 4/25/17 and a market value, including accrued interest, of $18,950,408.	EUR		13,694	$	18,948,042
Citibank:
Dated 10/12/11 with an interest rate of 0.80%, collateralized by $7,000,000 Turkey Government Bond 6.75%, due 5/30/40 and a market value, including accrued interest, of $7,842,188.⁽¹¹⁾	$		7,663		7,662,900
Dated 10/12/11 with an interest rate of 0.80%, collateralized by $8,000,000 Turkey Government Bond 7.50%, due 7/14/17 and a market value, including accrued interest, of $9,494,333.⁽¹¹⁾	$		9,354		9,354,400
Dated 10/12/11 with an interest rate of 0.80%, collateralized by $9,000,000 Turkey Government Bond 7.00%, due 6/5/20 and a market value, including accrued interest, of $10,646,250.⁽¹¹⁾	$		10,422		10,422,000
Dated 10/12/11 with an interest rate of 0.80%, collateralized by $9,500,000 Turkey Government Bond 6.875%, due 3/17/36 and a market value, including accrued interest, of $10,673,000.⁽¹¹⁾	$		10,405		10,405,350
Dated 10/12/11 with an interest rate of 0.80%, collateralized by $10,000,000 Turkey Government Bond 7.375%, due 2/5/25 and a market value, including accrued interest, of $12,051,181.⁽¹¹⁾	$		11,820		11,820,000
Dated 10/25/11 with a maturity date of 11/28/11, an interest rate of 0.68% and repurchase proceeds of EUR 56,048,800, collateralized by EUR 57,600,000 Belgium Kingdom Government Bond 3.75%, due 9/28/20 and a market value, including accrued interest, of $77,400,560.	EUR		56,016		77,509,340
Dated 10/25/11 with a maturity date of 1/30/12, an interest rate of 1.00% and repurchase proceeds of EUR 14,663,188, collateralized by EUR 15,000,000 Spain Government Bond 4.60%, due 7/30/19 and a market value, including accrued interest, of $20,235,421.	EUR		14,625		20,236,613

See Notes to Consolidated Financial Statements.

Global Macro Portfolio

October 31, 2011

Consolidated Portfolio of Investments — continued

Principal

Amount

Description

(000’s omitted)

Value

Citibank: (continued)

Dated 10/27/11 with a maturity date of 11/25/11, an interest rate of 0.48% and repurchase proceeds of EUR 49,453,695, collateralized by EUR 48,350,000 Government of France 4.00%, due 10/25/38 and a market value, including accrued interest, of $68,206,758.

EUR

49,438

68,407,188

Dated 10/31/11 with a maturity date of 12/5/11, an interest rate of 0.48% and repurchase proceeds of EUR 47,565,886, collateralized by EUR 43,520,000 Government of France 3.75%, due 4/25/17 and a market value, including accrual interest, of $65,872,343.

EUR

47,546

65,788,847

JPMorgan Chase Bank:

Dated 9/28/11 with a maturity date of 8/30/12, an interest rate of 0.50% and repurchase proceeds of $11,510,307, collateralized by $9,000,000 Indonesia Government Bond 7.75%, due 1/17/38 and a market value, including accrued interest, of $12,486,500.

11,457

11,457,000

Dated 10/27/11 with an interest rate of 0.40%, collateralized by $10,000,000 Brazil Government Bond 5.875%, due 1/15/19 and a market value, including accrued interest, of $11,947,986.⁽¹¹⁾

11,920

11,920,000

Total Repurchase Agreements

(identified cost $597,171,540)

588,833,518

Other Securities — 6.3%

Interest

Description

(000’s omitted)

Value

Eaton Vance Cash Reserves Fund, LLC, 0.12%⁽¹²⁾

$ 503,896

503,896,260

Total Other Securities

(identified cost $503,896,260)

503,896,260

Total Short-Term Investments

(identified cost $4,037,008,759)

3,966,229,131

Total Investments — 101.1%

(identified cost $8,116,555,373)

8,130,271,035

Other Assets, Less Liabilities — (1.1)%

(92,093,511

)

Net Assets — 100.0%

8,038,177,524

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


JPMCC		- JPMorgan Chase Commercial Mortgage Securities Corp.
MLMT		- Merrill Lynch Mortgage Trust
WBCMT		- Wachovia Bank Commercial Mortgage Trust
BRL		- Brazilian Real
CLP		- Chilean Peso
CRC		- Costa Rican Colon
DOP		- Dominican Peso
EUR		- Euro
GHS		- Ghanaian Cedi
HKD		- Hong Kong Dollar
IDR		- Indonesian Rupiah
ILS		- Israeli Shekel
ISK		- Icelandic Krona
KRW		- South Korean Won
KZT		- Kazak Tenge
LBP		- Lebanese Pound
LKR		- Sri Lankan Rupee
MXN		- Mexican Peso
MYR		- Malaysian Ringgit
PHP		- Philippine Peso
PLN		- Polish Zloty
RON		- Romanian Leu
RSD		- Serbian Dinar
TRY		- New Turkish Lira
TWD		- New Taiwan Dollar
USD		- United States Dollar
UYU		- Uruguayan Peso
ZAR		- South African Rand
ZMK		- Zambian Kwacha


⁽¹⁾		Amount is less than 0.05%.

⁽²⁾		Security exempt from registration under 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, 2011, the aggregate value of these securities is $80,487,648 or 1.0% of the Portfolio’s net assets.

⁽³⁾		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.

⁽⁴⁾		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⁾		Floating-rate security.

⁽⁷⁾		Weighted average fixed-rate coupon that changes/updates monthly.

See Notes to Consolidated Financial Statements.

Global Macro Portfolio

October 31, 2011

Consolidated Portfolio of Investments — continued


⁽⁸⁾		Adjustable rate mortgage security. Rate shown is the rate at October 31, 2011.

⁽⁹⁾		Security (or a portion thereof) has been pledged to cover collateral requirements on open financial contracts.

⁽¹⁰⁾		Non-income producing.

⁽¹¹⁾		Open repurchase agreement with no specific maturity date. Either party may terminate the agreement upon demand.

⁽¹²⁾		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, 2011.


Securities Sold Short
Foreign Government Bonds

	Principal
	Amount
Security	(000’s omitted)			Value



Belarus

Republic of Belarus, 8.75%, 8/3/15⁽⁵⁾		$ (23,337	)	$	(19,836,450	)


Total Belarus				$	(19,836,450	)



Belgium

Belgium Kingdom Government Bond, 3.75%, 9/28/20	EUR	(57,600	)	$	(77,122,152	)


Total Belgium				$	(77,122,152	)



France

Government of France, 3.75%, 4/25/17	EUR	(109,140	)	$	(162,247,551	)
Government of France, 4.00%, 10/25/38	EUR	(161,480	)		(227,626,472	)


Total France				$	(389,874,023	)



Spain

Spain Government Bond, 4.60%, 7/30/19	EUR	(15,000	)	$	(19,989,539	)


Total Spain				$	(19,989,539	)



Total Foreign Government Bonds
(proceeds $516,561,103)				$	(506,822,164	)



Total Securities Sold Short
(proceeds $516,561,103)				$	(506,822,164	)

See Notes to Consolidated Financial Statements.

Global Macro Portfolio

October 31, 2011

Consolidated Statement of Assets and Liabilities


Assets	October 31, 2011

Investments —
Securities of unaffiliated issuers, at value (identified cost, $7,139,057,632)	$	7,142,053,537
Affiliated investment, at value (identified cost, $503,896,260)		503,896,260
Precious metals, at value (identified cost, $473,601,481)		484,321,238


Total Investments, at value (identified cost, $8,116,555,373)	$	8,130,271,035


Cash	$	5,941,611
Foreign currency — Yuan Renminbi, at value (identified cost, $325,058,518)		329,302,947
Interest receivable		31,888,297
Interest receivable from affiliated investment		27,408
Receivable for investments sold		217,350,448
Receivable for open forward commodity contracts		4,596,814
Receivable for open forward foreign currency exchange contracts		88,583,781
Receivable for closed forward foreign currency exchange contracts		10,889,070
Receivable for open swap contracts		74,691,519
Receivable for closed options		17,733
Premium paid on open swap contracts		84,538,553


Total assets	$	8,978,099,216





Liabilities

Payable for investments purchased	$	330,070,980
Payable for securities sold short, at value (proceeds, $516,561,103)		506,822,164
Payable for variation margin on open futures contracts		3,103,204
Payable for open forward commodity contracts		19,305,211
Payable for open forward foreign currency exchange contracts		34,713,323
Payable for closed forward foreign currency exchange contracts		375,236
Payable for open swap contracts		25,576,673
Premium received on open swap contracts		2,961,929
Due to custodian - foreign currency at value (identified cost, $7,594,577)		7,518,513
Payable to affiliates:
Investment adviser fee		3,536,003
Trustees’ fees		4,208
Interest payable for securities sold short		4,199,292
Accrued expenses		1,734,956


Total liabilities	$	939,921,692


Net Assets applicable to investors’ interest in Portfolio	$	8,038,177,524





Sources of Net Assets

Net proceeds from capital contributions and withdrawals	$	7,931,640,068
Net unrealized appreciation		106,537,456


Total	$	8,038,177,524

See Notes to Consolidated Financial Statements.

Global Macro Portfolio

October 31, 2011

Consolidated Statement of Operations


	Year Ended
Investment Income	October 31, 2011

Interest (net of foreign taxes, $6,145,537)	$	352,276,016
Interest allocated from affiliated investment		317,324
Expenses allocated from affiliated investment		(36,939	)


Total investment income	$	352,556,401





Expenses

Investment adviser fee	$	45,725,344
Trustees’ fees and expenses		50,500
Custodian fee		10,172,769
Legal and accounting services		505,020
Interest expense on securities sold short		9,577,998
Miscellaneous		272,241


Total expenses	$	66,303,872


Deduct —
Reduction of custodian fee	$	10,319


Total expense reductions	$	10,319



Net expenses	$	66,293,553



Net investment income	$	286,262,848





Realized and Unrealized Gain (Loss)

Net realized gain (loss) —
Investment transactions	$	122,220,581
Investment transactions allocated from affiliated investment		5,616
Written options		2,747,574
Securities sold short		(3,353,739	)
Futures contracts		(109,665,101	)
Swap contracts		6,906,237
Forward commodity contracts		(22,341,986	)
Foreign currency and forward foreign currency exchange contract transactions		(160,041,212	)


Net realized loss	$	(163,522,030	)


Change in unrealized appreciation (depreciation) —
Investments (including net increase of $5,326,455 from precious metals)	$	(259,244,276	)
Securities sold short		15,084,560
Futures contracts		(5,164,940	)
Swap contracts		59,550,446
Forward commodity contracts		(14,708,397	)
Foreign currency and forward foreign currency exchange contracts		156,337,083


Net change in unrealized appreciation (depreciation)	$	(48,145,524	)



Net realized and unrealized loss	$	(211,667,554	)



Net increase in net assets from operations	$	74,595,294

See Notes to Consolidated Financial Statements.

Global Macro Portfolio

October 31, 2011

Consolidated Statements of Changes in Net Assets


	Year Ended October 31,

Increase (Decrease) in Net Assets	2011			2010

From operations —
Net investment income	$	286,262,848		$	126,681,628
Net realized loss from investment transactions, written options, securities sold short, futures contracts, swap contracts, forward commodity contracts, and foreign currency and forward foreign currency exchange contract transactions		(163,522,030	)		(35,049,061	)
Net change in unrealized appreciation (depreciation) from investments, securities sold short, futures contracts, swap contracts, written options, forward commodity contracts, foreign currency and forward foreign currency exchange contracts		(48,145,524	)		108,105,228


Net increase in net assets from operations	$	74,595,294		$	199,737,795


Capital transactions —
Contributions	$	743,671,640		$	7,587,790,195
Withdrawals		(1,787,114,297	)		(99,529,088	)


Net increase (decrease) in net assets from capital transactions	$	(1,043,442,657	)	$	7,488,261,107



Net increase (decrease) in net assets	$	(968,847,363	)	$	7,687,998,902





Net Assets

At beginning of year	$	9,007,024,887		$	1,319,025,985


At end of year	$	8,038,177,524		$	9,007,024,887

See Notes to Consolidated Financial Statements.

Global Macro Portfolio

October 31, 2011

Consolidated Supplementary Data


	Year Ended October 31,

Ratios/Supplemental Data	2011			2010			2009			2008			2007

Ratios (as a percentage of average daily net assets):
Expenses⁽¹⁾		0.75	%		0.57	%		0.72	%		0.63	%		0.67	%
Net investment income		3.22	%		2.67	%		4.93	%		5.25	%		5.16	%
Portfolio Turnover		33	%		19	%		25	%		26	%		45	%


Total Return		0.79	%		5.31	%		12.10	%		2.97	%		10.34	%



Net assets, end of year (000’s omitted)	$	8,038,178		$	9,007,025		$	1,319,026		$	845,021		$	688,393


⁽¹⁾		Excludes the effect of custody fee credits, if any, of less than 0.005%.

See Notes to Consolidated Financial Statements.

Global Macro Portfolio

October 31, 2011

Notes to Consolidated Financial Statements

1 Significant Accounting Policies

Global Macro 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 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, 2011, Eaton Vance Global Macro Absolute Return Fund, Eaton Vance Strategic Income Fund, Eaton Vance International (Cayman Islands) Strategic Income Fund and Eaton Vance Multi-Strategy Absolute Return Fund held an interest of 80.9%, 14.7%, 2.9% and 1.2%, respectively, in the Portfolio.

The Portfolio seeks to gain exposure to the commodity markets, in whole or in part, through investments in Eaton Vance GMP 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, 2011 were $533,242,731 or 6.6% 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.

A Investment Valuation — Debt obligations (including short-term obligations with a remaining maturity of more than sixty days and excluding most seasoned, fixed-rate 30-year mortgage-backed securities as noted below) 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 obligations 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 and commodities 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. Forward commodity contracts are generally valued based on the price of the underlying futures or forward contract provided by the exchange on which the underlying instruments are traded or if unavailable, based on forward rates provided by broker/dealers. Interest rate swaps, cross-currency 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 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 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 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 Portfolio

October 31, 2011

Notes to Consolidated Financial Statements — continued

Global Macro Portfolio

October 31, 2011

Notes to Consolidated Financial Statements — continued

J Forward Foreign Currency Exchange and Forward Commodity 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 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. Unrealized and realized gains and losses on forward commodity contracts, which are entered into for the purchase or sale of a specific commodity at a fixed price on a future date, are accounted for as described above. Risks may arise upon entering these contracts from the potential inability of counterparties to meet the terms of their contracts and, in the case of forward foreign currency exchange contracts, from movements in the value of a foreign currency relative to the U.S. dollar.

Global Macro Portfolio

October 31, 2011

Notes to Consolidated Financial Statements — continued

or depreciation on swap contracts to determine the market value of swaps as presented in Notes 5 and 8. 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 Swaptions — A purchased swaption contract grants the Portfolio, in return for payment of the purchase price, the right, but not the obligation, to enter into an interest rate swap, at preset terms, with the seller on the expiration date of the contract. The Portfolio pays a premium to the writer, which is recorded as an investment and subsequently marked to market to reflect the current value of the swaption. Premiums paid for swaptions that expire are treated as realized losses. Premiums paid for swaptions that are exercised or closed are added to the amounts paid or offset against the proceeds on the underlying swap transaction to determine the realized gain or loss. The writer of the swaption bears the risk of unfavorable changes in the preset rate of the underlying interest rate swap. The Portfolio’s risk is limited to the premium paid.

Q Repurchase Agreements — A repurchase agreement is the purchase by the Portfolio of securities from a counterparty in exchange for cash that is coupled with an agreement to resell those securities to the counterparty at a specified date and price. When a repurchase agreement is entered, the Portfolio typically receives securities with a value that equals or exceeds the repurchase price, including any accrued interest earned on the agreement. The value of such securities will be marked to market daily, and cash or additional securities will be exchanged between the parties as needed. Except in the case of a repurchase agreement entered to settle a short sale, the value of the securities delivered to the Portfolio will be at least equal to 90% of the repurchase price during the term of the repurchase agreement. The terms of a repurchase agreement entered to settle a short sale may provide that the cash purchase price paid by the Portfolio is more than the value of purchased securities that effectively collateralize the repurchase price payable by the counterparty. Since in such a transaction the Portfolio normally will have used the purchased securities to settle the short sale, the Portfolio will segregate liquid assets equal to the marked to market value of the purchased securities that it is obligated to return to the counterparty under the repurchase agreement. In the event of insolvency of the counterparty to a repurchase agreement, recovery of the repurchase price owed to the Portfolio may be delayed. Such an insolvency also may result in a loss to the extent that the value of the purchased securities decreases during the delay or that value has otherwise not been maintained at an amount at least equal to the repurchase price.

R Securities Sold Short — A short sale is a transaction in which the Portfolio sells a security it does not own in anticipation of a decline in the market value of that security. To complete such a transaction, the Portfolio must borrow the security to make delivery to the buyer with an obligation to replace such borrowed security at a later date. Until the security is replaced, the Portfolio is required to repay the lender any interest, which accrues during the period of the loan. The proceeds received from a short sale are recorded as a liability and the Portfolio records an unrealized gain or loss to the extent of the difference between the proceeds received and the value of the open short position on the day of determination. A gain, limited to the price at which the Portfolio sold the security short, or a loss, potentially unlimited as there is no upward limit on the price of a security, is recorded when the short position is terminated. Interest payable on securities sold short is recorded as an expense.

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 0.615% of its respective average daily net assets up to $500 million, 0.595% from $500 million up to $1 billion, 0.575% from $1 billion up to $1.5 billion, 0.555% from $1.5 billion up to $2 billion, 0.520% from $2 billion up to $3 billion, and 0.490% of average daily net assets of $3 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. The Portfolio 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, 2011, the Portfolio’s investment adviser fee totaled $45,725,344 or 0.51% of the Portfolio’s consolidated average daily net assets.

During the year ended October 31, 2011, BMR reimbursed the Portfolio $2,174 for a trading error. The effect of the loss incurred and the reimbursement by BMR of such amount had no impact on total return.

Global Macro Portfolio

October 31, 2011

Notes to Consolidated Financial Statements — continued

3 Purchases and Sales of Investments

Purchases and sales of investments, other than short-term obligations and including maturities, paydowns and securities sold short, for the year ended October 31, 2011 were as follows:


	Purchases		Sales


Investments (non-U.S. Government)	$	1,541,683,039	$	147,902,422
U.S. Government and Agency Securities		40,542,031		1,186,761,200



	$	1,582,225,070	$	1,334,663,622

4 Federal Income Tax Basis of Investments

The cost and unrealized appreciation (depreciation) of investments of the Portfolio at October 31, 2011, as determined on a federal income tax basis, were as follows:


Aggregate cost	$	8,144,068,424



Gross unrealized appreciation	$	169,907,119
Gross unrealized depreciation		(183,704,508	)



Net unrealized depreciation	$	(13,797,389	)

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 commodity contracts, forward foreign currency exchange contracts, 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, 2011 is as follows:

Forward Commodity Contracts⁽¹⁾

Sales

Net Unrealized

Appreciation

Settlement Date

Deliver

In Exchange For

Counterparty

(Depreciation)

12/28/11

Gold
38,270 Troy Ounces

United States Dollar
70,363,884

Citigroup Global Markets

4,596,814

2/29/12

Gold
29,799 Troy Ounces

United States Dollar
49,302,180

Citigroup Global Markets

(1,920,841

)

4/26/12

Gold
61,122 Troy Ounces

United States Dollar
87,719,489

Citigroup Global Markets

(17,384,370

)

(14,708,397

)


⁽¹⁾		Non-deliverable contracts that are settled with the counterparty in cash.

Global Macro Portfolio

October 31, 2011

Notes to Consolidated Financial Statements — continued

Forward Foreign Currency Exchange Contracts

Sales

Net Unrealized

Appreciation

Settlement Date

Deliver

In Exchange For

Counterparty

(Depreciation)

11/1/11

New Turkish Lira
3,279,050

United States Dollar
1,865,216

Nomura International PLC

10,969

11/2/11

Israeli Shekel
10,028,000

United States Dollar
2,742,888

Barclays Bank PLC

(23,456

)

11/2/11

Israeli Shekel
72,366,000

United States Dollar
20,416,420

Deutsche Bank

453,385

11/2/11

Israeli Shekel
39,200,000

United States Dollar
10,593,163

Deutsche Bank

(220,630

)

11/7/11

Croatian Kuna
48,783,910

Euro
6,474,308

Barclays Bank PLC

(42,862

)

11/7/11

Japanese Yen
6,004,300,000

United States Dollar
78,246,195

Goldman Sachs, Inc.

1,438,296

11/9/11

New Taiwan Dollar
658,896,000

United States Dollar
22,720,552

Bank of America

701,792

11/9/11

Romanian Leu
60,708,000

Euro
14,018,705

Standard Bank

52,416

11/10/11

New Taiwan Dollar
553,716,000

United States Dollar
19,149,784

Bank of America

646,449

11/10/11

New Taiwan Dollar
591,680,000

United States Dollar
20,466,275

Barclays Bank PLC

694,310

11/10/11

New Taiwan Dollar
553,716,000

United States Dollar
19,149,784

Credit Suisse

646,449

11/16/11

South African Rand
641,863,811

United States Dollar
86,492,900

Credit Suisse

5,776,770

11/17/11

Croatian Kuna
70,888,442

Euro
9,442,979

Barclays Bank PLC

(966

)

11/18/11

Croatian Kuna
32,471,000

Euro
4,322,263

Credit Suisse

(4,240

)

11/21/11

New Taiwan Dollar
945,938,000

United States Dollar
32,120,136

Citigroup Global Markets

520,509

11/21/11

New Taiwan Dollar
783,037,000

United States Dollar
26,588,693

Credit Suisse

430,871

11/21/11

New Taiwan Dollar
886,646,000

United States Dollar
30,926,994

Deutsche Bank

1,308,052

11/21/11

New Taiwan Dollar
946,025,000

United States Dollar
32,117,637

Standard Chartered Bank

515,104

11/22/11

Euro
293,010,526

United States Dollar
401,235,428

HSBC Bank USA

(4,121,189

)

11/22/11

Euro
275,920,990

United States Dollar
378,011,756

Nomura International PLC

(3,702,856

)

11/29/11

South African Rand
269,403,398

United States Dollar
36,847,537

Goldman Sachs, Inc.

3,034,918

11/30/11

New Taiwan Dollar
850,375,000

United States Dollar
28,085,574

Credit Suisse

(314,030

)

11/30/11

New Taiwan Dollar
637,465,000

United States Dollar
22,107,335

Deutsche Bank

818,194

Global Macro Portfolio

October 31, 2011

Notes to Consolidated Financial Statements — continued

Forward Foreign Currency Exchange Contracts (continued)

Sales

Net Unrealized

Appreciation

Settlement Date

Deliver

In Exchange For

Counterparty

(Depreciation)

11/30/11

New Taiwan Dollar
850,375,000

United States Dollar
28,071,667

Goldman Sachs, Inc.

(327,937

)

11/30/11

New Taiwan Dollar
226,518,000

United States Dollar
7,483,745

Nomura International PLC

(81,178

)

11/30/11

New Taiwan Dollar
640,000,000

United States Dollar
21,120,021

Standard Chartered Bank

(253,780

)

11/30/11

New Taiwan Dollar
764,952,000

United States Dollar
25,250,107

Standard Chartered Bank

(296,661

)

12/1/11

Malaysian Ringgit
97,246,000

United States Dollar
32,446,698

Citigroup Global Markets

887,052

12/1/11

Malaysian Ringgit
82,640,000

United States Dollar
27,579,762

Deutsche Bank

760,262

12/1/11

Malaysian Ringgit
97,245,000

United States Dollar
32,447,447

HSBC Bank USA

888,126

12/5/11

Euro
130,122,700

United States Dollar
184,117,765

Standard Chartered Bank

4,124,441

12/5/11

Euro
129,174,300

United States Dollar
182,781,635

State Street Bank and Trust Co.

4,100,193

12/5/11

New Taiwan Dollar
469,086,000

United States Dollar
15,422,851

Barclays Bank PLC

(244,276

)

12/5/11

New Taiwan Dollar
541,734,000

United States Dollar
17,808,481

Standard Chartered Bank

(285,035

)

12/8/11

Euro
119,894,060

United States Dollar
166,342,817

Bank of America

500,931

12/15/11

South African Rand
617,914,707

United States Dollar
83,242,137

Standard Bank

5,870,239

12/19/11

Croatian Kuna
94,815,000

Euro
12,593,975

Deutsche Bank

11,364

12/19/11

New Taiwan Dollar
573,284,000

United States Dollar
19,071,958

Bank of America

(87,903

)

12/19/11

New Taiwan Dollar
624,037,000

United States Dollar
20,752,120

Bank of America

(103,969

)

12/19/11

New Taiwan Dollar
556,693,000

United States Dollar
18,516,315

Barclays Bank PLC

(89,055

)

12/19/11

New Taiwan Dollar
626,726,000

United States Dollar
20,856,801

Barclays Bank PLC

(89,158

)

12/19/11

New Taiwan Dollar
573,284,000

United States Dollar
19,075,131

Standard Chartered Bank

(84,730

)

12/19/11

New Taiwan Dollar
671,098,000

United States Dollar
22,317,116

Standard Chartered Bank

(111,810

)

12/22/11

South African Rand
391,770,228

United States Dollar
50,572,531

Goldman Sachs, Inc.

1,567,409

12/30/11

South African Rand
904,189,530

United States Dollar
115,856,380

Standard Chartered Bank

2,886,702

1/6/12

Malaysian Ringgit
69,036,000

United States Dollar
22,482,170

Nomura International PLC

110,014

Global Macro Portfolio

October 31, 2011

Notes to Consolidated Financial Statements — continued

Forward Foreign Currency Exchange Contracts (continued)

Sales

Net Unrealized

Appreciation

Settlement Date

Deliver

In Exchange For

Counterparty

(Depreciation)

1/6/12

Malaysian Ringgit
60,964,000

United States Dollar
19,853,454

Standard Chartered Bank

97,151

1/17/12

Israeli Shekel
101,115,776

United States Dollar
27,280,663

JPMorgan Chase Bank

(549,929

)

1/20/12

Sri Lankan Rupee
1,357,000,000

United States Dollar
12,056,864

Standard Chartered Bank

(90,480

)

1/23/12

Croatian Kuna
101,834,000

Euro
13,480,805

Barclays Bank PLC

27,505

1/25/12

New Turkish Lira
119,300,000

United States Dollar
69,067,331

Deutsche Bank

2,859,819

1/27/12

Euro
67,367,000

United States Dollar
93,784,969

Deutsche Bank

620,584

1/27/12

Euro
7,150,000

United States Dollar
8,815,950

Deutsche Bank

(1,072,056

)

1/27/12

Euro
24,280,000

United States Dollar
30,267,448

Deutsche Bank

(3,310,287

)

1/27/12

Euro
26,610,000

United States Dollar
32,703,690

Deutsche Bank

(4,096,291

)

1/30/12

Russian Ruble
809,460,000

United States Dollar
26,356,928

Barclays Bank PLC

45,299

1/30/12

Russian Ruble
232,381,000

United States Dollar
7,558,949

Citigroup Global Markets

5,367

1/30/12

Russian Ruble
178,159,000

United States Dollar
5,797,559

Standard Chartered Bank

6,472

2/17/12

Sri Lankan Rupee
600,000,000

United States Dollar
5,302,696

HSBC Bank USA

(44,898

)

2/23/12

Croatian Kuna
48,066,000

Euro
6,360,461

Barclays Bank PLC

37,104

2/29/12

Israeli Shekel
169,646,000

United States Dollar
46,389,390

Deutsche Bank

(261,126

)

3/9/12

Sri Lankan Rupee
1,287,380,000

United States Dollar
11,453,559

Standard Chartered Bank

15,265

3/16/12

Sri Lankan Rupee
545,550,000

United States Dollar
4,823,607

Standard Chartered Bank

(18,552

)

3/23/12

Sri Lankan Rupee
1,911,190,000

United States Dollar
16,950,687

HSBC Bank USA

5,010

3/26/12

Croatian Kuna
55,816,700

Euro
7,340,053

Deutsche Bank

10,502

4/3/12

Brazilian Real
90,585,000

United States Dollar
54,000,000

Bank of America

2,816,250

4/3/12

Brazilian Real
137,214,000

United States Dollar
81,529,412

Deutsche Bank

3,998,617

4/3/12

Brazilian Real
152,427,000

United States Dollar
90,622,473

Nomura International PLC

4,495,792

4/3/12

Brazilian Real
44,140,000

United States Dollar
26,598,373

Standard Bank

1,657,702

Global Macro Portfolio

October 31, 2011

Notes to Consolidated Financial Statements — continued

Forward Foreign Currency Exchange Contracts (continued)

Sales

Net Unrealized

Appreciation

Settlement Date

Deliver

In Exchange For

Counterparty

(Depreciation)

4/3/12

Brazilian Real
88,683,000

United States Dollar
52,850,417

Standard Chartered Bank

2,741,365

4/25/12

Croatian Kuna
160,546,300

Euro
21,074,600

Deutsche Bank

61,403

4/27/12

Russian Ruble
247,873,000

United States Dollar
7,961,233

Barclays Bank PLC

12,855

4/27/12

Russian Ruble
456,863,000

United States Dollar
14,673,615

Credit Suisse

23,694

4/27/12

Russian Ruble
515,264,000

United States Dollar
16,545,953

Standard Chartered Bank

23,326

4/27/12

Sri Lankan Rupee
1,269,800,000

United States Dollar
11,217,314

Standard Chartered Bank

16,491

5/11/12

Sri Lankan Rupee
272,010,000

United States Dollar
2,413,576

Standard Chartered Bank

17,660

5/30/12

Croatian Kuna
53,247,000

Euro
6,956,755

Credit Suisse

5,422

7/13/12

Sri Lankan Rupee
1,773,550,000

United States Dollar
15,736,912

Standard Chartered Bank

192,499

7/30/12

Russian Ruble
244,581,000

United States Dollar
7,746,033

Citigroup Global Markets

13,497

7/30/12

Russian Ruble
434,940,000

United States Dollar
13,774,822

Credit Suisse

24,003

7/30/12

Russian Ruble
540,479,000

United States Dollar
17,118,535

Nomura International PLC

31,053

10/29/12

Russian Ruble
459,950,000

United States Dollar
14,363,338

Deutsche Bank

16,974

10/29/12

Russian Ruble
530,022,000

United States Dollar
16,547,674

HSBC Bank USA

15,684

10/29/12

Russian Ruble
230,028,000

United States Dollar
7,181,642

Standard Chartered Bank

6,807

11/7/12

New Turkish Lira
32,000,000

United States Dollar
16,304,071

Barclays Bank PLC

(463,074

)

11/7/12

New Turkish Lira
50,000,000

United States Dollar
25,477,707

JPMorgan Chase Bank

(720,957

)

37,543,018

Purchases

Net Unrealized

Appreciation

Settlement Date

In Exchange For

Deliver

Counterparty

(Depreciation)

11/1/11

New Turkish Lira
136,180,380

United States Dollar
77,943,673

BNP Paribas SA

(935,994

)

11/1/11

Ugandan Shilling
16,091,409,900

United States Dollar
6,133,893

Citigroup Global Markets

91,025

Global Macro Portfolio

October 31, 2011

Notes to Consolidated Financial Statements — continued

Forward Foreign Currency Exchange Contracts (continued)

Purchases

Net Unrealized

Appreciation

Settlement Date

In Exchange For

Deliver

Counterparty

(Depreciation)

11/1/11

Ugandan Shilling
7,809,445,000

United States Dollar
2,844,473

Standard Chartered Bank

176,588

11/1/11

Ugandan Shilling
6,215,735,700

United States Dollar
2,376,046

Standard Chartered Bank

28,494

11/2/11

Israeli Shekel
121,594,000

United States Dollar
33,424,458

Bank of America

118,714

11/2/11

New Turkish Lira
38,067,870

United States Dollar
21,657,479

Credit Suisse

(135,584

)

11/2/11

New Turkish Lira
3,279,050

United States Dollar
1,864,792

Nomura International PLC

(10,962

)

11/3/11

Ghanaian Cedi
21,907,378

United States Dollar
14,165,780

Standard Bank

(443,092

)

11/3/11

Swedish Krona
88,126,000

Euro
9,642,849

Nomura International PLC

178,144

11/3/11

Swedish Krona
457,877,400

Euro
49,523,817

Standard Chartered Bank

1,724,887

11/7/11

Polish Zloty
56,552,678

Croatian Kuna
96,727,700

Deutsche Bank

(74,531

)

11/7/11

Polish Zloty
130,149,292

Euro
29,464,873

Bank of America

132,311

11/7/11

Serbian Dinar
782,782,000

Euro
7,615,352

Citigroup Global Markets

176,692

11/8/11

Indonesian Rupiah
134,865,487,000

United States Dollar
15,838,577

Bank of America

(610,552

)

11/8/11

Indonesian Rupiah
121,479,054,000

United States Dollar
14,259,779

Barclays Bank PLC

(543,251

)

11/8/11

Indonesian Rupiah
121,479,054,000

United States Dollar
14,262,290

BNP Paribas SA

(545,762

)

11/8/11

Indonesian Rupiah
134,962,918,000

United States Dollar
15,850,020

Citigroup Global Markets

(610,993

)

11/8/11

Indonesian Rupiah
134,865,487,000

United States Dollar
15,838,577

Credit Suisse

(610,552

)

11/9/11

Indian Rupee
74,000,000

United States Dollar
1,598,901

Nomura International PLC

(81,818

)

11/9/11

Singapore Dollar
116,008,000

United States Dollar
96,064,922

Goldman Sachs, Inc.

(3,613,707

)

11/10/11

Ghanaian Cedi
7,720,000

United States Dollar
4,988,047

Barclays Bank PLC

(161,478

)

11/10/11

Ghanaian Cedi
7,625,000

United States Dollar
4,935,275

Barclays Bank PLC

(168,101

)

11/10/11

Ghanaian Cedi
1,339,000

United States Dollar
816,065

Standard Chartered Bank

21,082

11/10/11

New Turkish Lira
6,580,126

United States Dollar
3,719,903

Bank of America

(6,464

)

11/14/11

Ghanaian Cedi
8,916,500

United States Dollar
5,431,922

Citigroup Global Markets

136,644

Global Macro Portfolio

October 31, 2011

Notes to Consolidated Financial Statements — continued

Forward Foreign Currency Exchange Contracts (continued)

Purchases

Net Unrealized

Appreciation

Settlement Date

In Exchange For

Deliver

Counterparty

(Depreciation)

11/14/11

Ghanaian Cedi
11,436,300

United States Dollar
7,006,249

Citigroup Global Markets

135,993

11/14/11

Indian Rupee
429,800,000

United States Dollar
9,249,475

Goldman Sachs, Inc.

(448,771

)

11/14/11

South Korean Won
15,664,000,000

United States Dollar
13,248,192

Credit Suisse

846,758

11/14/11

South Korean Won
32,614,000,000

United States Dollar
27,584,049

Standard Chartered Bank

1,763,034

11/14/11

South Korean Won
32,280,000,000

United States Dollar
27,302,715

State Street Bank and Trust Co.

1,743,824

11/14/11

Yuan Renminbi
64,457,000

United States Dollar
10,125,833

Goldman Sachs, Inc.

17,943

11/15/11

Indonesian Rupiah
114,270,000,000

United States Dollar
13,268,695

Citigroup Global Markets

(372,786

)

11/15/11

Indonesian Rupiah
161,172,146,000

United States Dollar
18,764,949

Credit Suisse

(575,912

)

11/15/11

Indonesian Rupiah
51,705,000,000

United States Dollar
6,011,510

Deutsche Bank

(176,357

)

11/15/11

Indonesian Rupiah
181,040,829,999

United States Dollar
21,083,129

Nomura International PLC

(651,818

)

11/15/11

Serbian Dinar
93,800,000

Euro
908,880

Standard Bank

23,818

11/15/11

South Korean Won
26,063,666,000

United States Dollar
22,261,416

BNP Paribas SA

1,185,988

11/15/11

South Korean Won
28,131,275,000

United States Dollar
24,069,952

Goldman Sachs, Inc.

1,237,516

11/15/11

South Korean Won
26,048,797,000

United States Dollar
22,243,967

HSBC Bank USA

1,190,062

11/15/11

South Korean Won
31,854,762,000

United States Dollar
27,206,527

Standard Chartered Bank

1,450,666

11/17/11

Ghanaian Cedi
15,370,000

United States Dollar
9,862,047

JPMorgan Chase Bank

(270,933

)

11/18/11

New Turkish Lira
26,000,000

United States Dollar
14,442,439

Standard Bank

204,173

11/18/11

Zambian Kwacha
7,979,200,000

United States Dollar
1,583,175

Citigroup Global Markets

28,755

11/21/11

Indian Rupee
1,251,910,000

United States Dollar
24,870,572

Bank of America

720,480

11/21/11

Indian Rupee
99,700,000

United States Dollar
2,029,620

Standard Chartered Bank

8,408

11/21/11

Philippine Peso
950,200,000

United States Dollar
21,985,701

BNP Paribas SA

326,010

11/21/11

Polish Zloty
229,923,945

Euro
53,358,384

Standard Chartered Bank

(1,674,643

)

11/21/11

Swedish Krona
1,059,481,100

Euro
115,643,045

Nomura International PLC

2,410,464

Global Macro Portfolio

October 31, 2011

Notes to Consolidated Financial Statements — continued

Forward Foreign Currency Exchange Contracts (continued)

Purchases

Net Unrealized

Appreciation

Settlement Date

In Exchange For

Deliver

Counterparty

(Depreciation)

11/25/11

Ghanaian Cedi
11,436,300

United States Dollar
7,132,086

Standard Bank

(11,124

)

11/25/11

Indonesian Rupiah
175,671,750,000

United States Dollar
19,771,722

BNP Paribas SA

39,131

11/25/11

Indonesian Rupiah
170,338,000,000

United States Dollar
19,160,630

Citigroup Global Markets

48,726

11/25/11

Indonesian Rupiah
174,647,500,000

United States Dollar
19,656,443

Credit Suisse

38,903

11/25/11

Indonesian Rupiah
218,145,000,000

United States Dollar
23,197,044

HSBC Bank USA

1,403,602

11/25/11

Indonesian Rupiah
174,647,500,000

United States Dollar
19,656,443

Standard Chartered Bank

38,903

11/28/11

Yuan Renminbi
143,549,870

United States Dollar
22,105,000

Barclays Bank PLC

488,162

11/28/11

Yuan Renminbi
127,366,950

United States Dollar
19,610,000

Deutsche Bank

436,149

11/28/11

Yuan Renminbi
153,999,533

United States Dollar
23,705,000

JPMorgan Chase Bank

532,823

11/28/11

Yuan Renminbi
124,768,950

United States Dollar
19,210,000

Standard Chartered Bank

427,253

11/30/11

Indian Rupee
1,172,094,000

United States Dollar
23,474,839

BNP Paribas SA

432,599

11/30/11

Indian Rupee
1,048,624,000

United States Dollar
20,997,761

Citigroup Global Markets

391,234

11/30/11

Indian Rupee
1,247,657,000

United States Dollar
24,983,220

Goldman Sachs, Inc.

465,491

11/30/11

Indian Rupee
1,371,025,000

United States Dollar
27,456,303

Standard Chartered Bank

508,770

11/30/11

Indian Rupee
99,600,000

United States Dollar
2,008,065

Standard Chartered Bank

23,497

11/30/11

Norwegian Krone
420,740,075

Euro
54,632,699

Nomura International PLC

(130,905

)

12/1/11

Georgian Lari
905,150

United States Dollar
500,000

Liberty Capital

47,174

12/1/11

Georgian Lari
904,068

United States Dollar
500,000

Liberty Capital

46,520

12/1/11

Norwegian Krone
285,826,000

Euro
37,178,408

Credit Suisse

(179,750

)

12/1/11

South Korean Won
32,800,400,000

United States Dollar
28,948,767

Credit Suisse

449,122

12/1/11

South Korean Won
32,800,400,000

United States Dollar
28,966,662

Goldman Sachs, Inc.

431,226

12/1/11

South Korean Won
27,209,300,000

United States Dollar
24,029,055

Nomura International PLC

357,720

12/5/11

Serbian Dinar
1,693,479,000

Euro
16,377,940

JPMorgan Chase Bank

366,775

Global Macro Portfolio

October 31, 2011

Notes to Consolidated Financial Statements — continued

Forward Foreign Currency Exchange Contracts (continued)

Purchases

Net Unrealized

Appreciation

Settlement Date

In Exchange For

Deliver

Counterparty

(Depreciation)

12/7/11

Philippine Peso
743,990,000

United States Dollar
17,643,892

Deutsche Bank

(160,357

)

12/8/11

Ghanaian Cedi
3,732,000

United States Dollar
2,259,080

Citigroup Global Markets

57,170

12/12/11

Singapore Dollar
102,532,000

United States Dollar
81,162,036

Standard Chartered Bank

549,953

12/13/11

Indian Rupee
879,551,000

United States Dollar
17,787,285

Goldman Sachs, Inc.

114,328

12/13/11

Indian Rupee
1,169,553,000

United States Dollar
23,649,645

Nomura International PLC

154,415

12/13/11

Indian Rupee
1,150,850,000

United States Dollar
23,280,865

State Street Bank and Trust Co.

142,531

12/22/11

Indonesian Rupiah
84,422,827,000

United States Dollar
9,349,150

Bank of America

143,093

12/22/11

Indonesian Rupiah
91,496,173,000

United States Dollar
10,132,467

Barclays Bank PLC

155,082

12/22/11

Indonesian Rupiah
140,329,000,000

United States Dollar
15,623,358

Citigroup Global Markets

154,804

12/22/11

Indonesian Rupiah
150,352,000,000

United States Dollar
16,287,726

HSBC Bank USA

617,391

12/30/11

New Turkish Lira
30,525,880

South African Rand
133,886,510

Credit Suisse

309,314

1/12/12

Ghanaian Cedi
15,430,000

United States Dollar
9,454,657

Standard Bank

35,121

1/17/12

Yuan Renminbi
50,000,000

United States Dollar
7,908,890

Citigroup Global Markets

(47,419

)

1/19/12

Yuan Renminbi
48,750,000

United States Dollar
7,701,422

Barclays Bank PLC

(36,769

)

1/30/12

Yuan Renminbi
116,669,030

United States Dollar
18,066,374

Bank of America

273,055

1/30/12

Yuan Renminbi
131,349,700

United States Dollar
20,363,347

Barclays Bank PLC

283,765

1/30/12

Yuan Renminbi
182,740,000

United States Dollar
28,334,858

Deutsche Bank

390,394

1/30/12

Yuan Renminbi
131,599,030

United States Dollar
20,398,839

Goldman Sachs, Inc.

287,466

3/1/12

Georgian Lari
902,850

United States Dollar
542,350

Liberty Capital

(725

)

3/1/12

Georgian Lari
902,850

United States Dollar
500,000

Liberty Capital

41,625

4/24/12

Ugandan Shilling
8,880,890,000

United States Dollar
2,863,879

Citigroup Global Markets

304,307

4/24/12

Ugandan Shilling
8,016,480,000

United States Dollar
2,564,453

Standard Chartered Bank

295,362

4/25/12

Zambian Kwacha
14,148,562,628

United States Dollar
2,629,844

Standard Bank

58,313

Global Macro Portfolio

October 31, 2011

Notes to Consolidated Financial Statements — continued

Forward Foreign Currency Exchange Contracts (continued)

Purchases

Net Unrealized

Appreciation

Settlement Date

In Exchange For

Deliver

Counterparty

(Depreciation)

4/26/12

Ugandan Shilling
13,383,235,000

United States Dollar
4,387,946

Barclays Bank PLC

383,706

4/26/12

Ugandan Shilling
7,886,931,000

United States Dollar
2,581,647

Citigroup Global Markets

230,356

5/9/12

Zambian Kwacha
18,913,400,000

United States Dollar
3,709,965

Standard Bank

(133,504

)

5/16/12

Zambian Kwacha
9,612,800,000

United States Dollar
1,890,423

Standard Chartered Bank

(77,153

)

5/31/12

Georgian Lari
1,727,100

United States Dollar
1,000,000

Liberty Capital

28,543

6/18/12

Yuan Renminbi
203,360,000

United States Dollar
30,580,451

Goldman Sachs, Inc.

1,360,977

7/25/12

Ugandan Shilling
8,104,390,000

United States Dollar
2,485,399

Standard Chartered Bank

304,534

8/31/12

Georgian Lari
1,690,500

United States Dollar
1,000,000

Liberty Capital

(2,737

)

10/25/12

Ugandan Shilling
7,033,680,000

United States Dollar
2,071,288

Standard Chartered Bank

177,230

10/26/12

Ukraine Hryvna
51,500,000

United States Dollar
5,000,000

Deutsche Bank

(20,389

)

10/29/12

Ugandan Shilling
12,737,274,000

United States Dollar
4,083,114

Citigroup Global Markets

(24,512

)

10/29/12

Ugandan Shilling
12,820,125,000

United States Dollar
4,062,697

Standard Chartered Bank

22,304

10/31/12

Ugandan Shilling
9,550,753,500

United States Dollar
3,088,859

Standard Bank

(50,547

)

16,327,440


Futures Contracts
									Net Unrealized
Expiration									Appreciation
Month/Year	Contracts	Position	Aggregate Cost			Value			(Depreciation)


12/11	1,138 Euro-Bobl	Long	$	192,285,591		$	192,642,756		$	357,165
12/11	367 Euro-Bobl	Short		(62,024,879	)		(62,126,443	)		(101,564	)
12/11	1,885 Euro-Bund	Long		355,357,219			353,342,950			(2,014,269	)
12/11	687 Euro-Buxl	Long		113,333,653			114,471,482			1,137,829
12/11	742 Gold	Short		(122,142,719	)		(128,009,840	)		(5,867,121	)
12/11	154 Japan 10-Year Bond	Short		(281,230,237	)		(279,831,670	)		1,398,567

Global Macro Portfolio

October 31, 2011

Notes to Consolidated Financial Statements — continued


Futures Contracts (continued)
									Net Unrealized
Expiration									Appreciation
Month/Year	Contracts	Position	Aggregate Cost			Value			(Depreciation)


12/11	3,622 U.S. 5-Year Treasury Note	Short		(443,169,268	)	$	(444,091,156	)	$	(921,888	)
12/11	4,292 U.S. 10-Year Treasury Note	Short		(553,441,845	)		(553,936,250	)		(494,405	)
12/11	1,795 U.S. 30-Year Treasury Bond	Short		(243,476,767	)		(249,561,094	)		(6,084,327	)
1/12	1,583 Platinum	Long		123,765,298			127,241,540			3,476,242



									$	(9,113,771	)

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.

Euro-Buxl: Long-term debt securities issued by the Federal Republic of Germany with a term to maturity of 24 to 35 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

Pays/

Notional

Receives

Floating

Annual

Net Unrealized

Amount

Floating

Rate

Fixed

Termination

Appreciation

Counterparty

(000’s omitted)

Rate

Index

Rate

Date

(Depreciation)

Bank of America

ILS

15,220

Receives

3-Month ILS TELBOR

4.20

11/19/14

(293,066

)

Bank of America

ILS

29,000

Receives

3-Month ILS TELBOR

4.54

1/6/15

(656,974

)

Bank of America

ZAR

156,596

Receives

3-Month ZAR JIBAR

6.86

11/17/15

(449,184

)

Bank of America

ZAR

101,794

Receives

3-Month ZAR JIBAR

7.26

11/16/20

105,427

Bank of America

ZAR

56,604

Receives

3-Month ZAR JIBAR

7.42

11/17/20

(19,487

)

Bank of America

ZAR

141,361

Receives

3-Month ZAR JIBAR

7.31

11/19/20

94,668

Barclays Bank PLC

ILS

29,208

Receives

3-Month ILS TELBOR

5.15

3/5/20

(745,218

)

Barclays Bank PLC

ILS

29,182

Receives

3-Month ILS TELBOR

5.16

3/8/20

(749,226

)

Citigroup Global Markets

ZAR

92,325

Receives

3-Month ZAR JIBAR

7.29

11/19/20

77,896

Deutsche Bank

ZAR

71,965

Receives

3-Month ZAR JIBAR

6.71

11/19/15

(151,213

)

Deutsche Bank

ZAR

140,405

Receives

3-Month ZAR JIBAR

7.26

11/16/20

145,417

Deutsche Bank

ZAR

176,815

Receives

3-Month ZAR JIBAR

7.32

11/18/20

94,772

Deutsche Bank

ZAR

85,673

Receives

3-Month ZAR JIBAR

7.27

11/19/20

87,192

Deutsche Bank

ZAR

63,800

Receives

3-Month ZAR JIBAR

7.77

11/26/20

(208,887

)

Standard Bank

ZAR

100,000

Receives

3-Month ZAR JIBAR

7.77

11/26/20

(327,409

)

(2,995,292

)

ILS - Israeli Shekel

ZAR - South African Rand

Global Macro Portfolio

October 31, 2011

Notes to Consolidated Financial Statements — continued


Credit Default Swaps — Sell Protection
									Current
		Notional		Contract					Market						Upfront
		Amount*		Annual					Annual						Payments			Net Unrealized
Reference		(000’s		Fixed			Termination		Fixed			Market			Received			Appreciation
Entity	Counterparty	omitted)		Rate**			Date		Rate***			Value			(Paid)			(Depreciation)


Argentina	Bank of America	$	18,980		5.00	%⁽¹⁾		6/20/13		7.01	%	$	(479,740	)	$	(204,843	)	$	(684,583	)
Argentina	Bank of America		19,202		5.00	⁽¹⁾		6/20/13		7.01			(485,353	)		(273,356	)		(758,709	)
Argentina	Bank of America		19,081		5.00	⁽¹⁾		6/20/13		7.01			(482,278	)		(280,602	)		(762,880	)
Argentina	Bank of America		37,961		5.00	⁽¹⁾		6/20/13		7.01			(959,482	)		(397,867	)		(1,357,349	)
Argentina	Bank of America		115,016		5.00	⁽¹⁾		6/20/13		7.01			(2,907,106	)		(528,511	)		(3,435,617	)
Argentina	Credit Suisse		19,169		5.00	⁽¹⁾		6/20/13		7.01			(484,509	)		(88,084	)		(572,593	)
Argentina	Credit Suisse		19,361		5.00	⁽¹⁾		6/20/13		7.01			(489,362	)		(148,747	)		(638,109	)
Argentina	Credit Suisse		18,925		5.00	⁽¹⁾		6/20/13		7.01			(478,342	)		(204,794	)		(683,136	)
Argentina	Credit Suisse		19,049		5.00	⁽¹⁾		6/20/13		7.01			(481,476	)		(206,136	)		(687,612	)
Argentina	Deutsche Bank		10,128		5.00	⁽¹⁾		6/20/13		7.01			(256,002	)		(109,544	)		(365,546	)
Argentina	Deutsche Bank		16,380		5.00	⁽¹⁾		6/20/13		7.01			(414,015	)		(164,820	)		(578,835	)
Argentina	Deutsche Bank		19,049		5.00	⁽¹⁾		6/20/13		7.01			(481,476	)		(206,136	)		(687,612	)
Argentina	Deutsche Bank		19,081		5.00	⁽¹⁾		6/20/13		7.01			(482,274	)		(280,602	)		(762,876	)
Iceland	Barclays Bank PLC		5,000		1.70			3/20/18		2.94			(322,323	)		—			(322,323	)
Iceland	Credit Suisse		5,000		1.70			3/20/18		2.94			(322,323	)		—			(322,323	)
Iceland	JPMorgan Chase Bank		6,600		1.75			3/20/18		2.94			(407,460	)		—			(407,460	)
Iceland	JPMorgan Chase Bank		5,000		2.10			3/20/23		2.94			(318,595	)		—			(318,595	)
Iceland	JPMorgan Chase Bank		5,000		2.45			3/20/23		2.94			(178,323	)		—			(178,323	)
South Africa	Bank of America		5,575		1.00	⁽¹⁾		9/20/15		1.40			(77,071	)		70,821			(6,250	)
South Africa	Bank of America		5,160		1.00	⁽¹⁾		12/20/15		1.43			(82,742	)		36,086			(46,656	)
South Africa	Bank of America		16,990		1.00	⁽¹⁾		12/20/15		1.43			(272,440	)		113,369			(159,071	)
South Africa	Barclays Bank PLC		10,000		1.00	⁽¹⁾		6/20/15		1.36			(115,633	)		320,050			204,417
South Africa	Barclays Bank PLC		12,000		1.00	⁽¹⁾		9/20/15		1.40			(165,892	)		345,058			179,166
South Africa	Barclays Bank PLC		7,340		1.00	⁽¹⁾		12/20/15		1.43			(117,700	)		56,999			(60,701	)
South Africa	Barclays Bank PLC		12,010		1.00	⁽¹⁾		12/20/15		1.43			(192,584	)		94,053			(98,531	)
	Citigroup Global
South Africa	Markets		5,000		1.00	⁽¹⁾		6/20/15		1.36			(57,817	)		106,527			48,710
South Africa	Credit Suisse		10,000		1.00	⁽¹⁾		6/20/15		1.36			(115,633	)		313,655			198,022
South Africa	Credit Suisse		5,000		1.00	⁽¹⁾		6/20/15		1.36			(57,817	)		108,155			50,338
South Africa	Credit Suisse		10,450		1.00	⁽¹⁾		12/20/15		1.43			(167,569	)		182,154			14,585
South Africa	Credit Suisse		7,740		1.00	⁽¹⁾		12/20/15		1.43			(124,113	)		66,072			(58,041	)
South Africa	Credit Suisse		16,990		1.00	⁽¹⁾		12/20/15		1.43			(272,440	)		133,240			(139,200	)
South Africa	Deutsche Bank		12,500		1.00	⁽¹⁾		9/20/15		1.40			(172,805	)		231,816			59,011
South Africa	Deutsche Bank		5,500		1.00	⁽¹⁾		9/20/15		1.40			(76,034	)		104,957			28,923
South Africa	Deutsche Bank		1,450		1.00	⁽¹⁾		9/20/15		1.40			(20,045	)		24,779			4,734
South Africa	Deutsche Bank		5,575		1.00	⁽¹⁾		9/20/15		1.40			(77,071	)		74,817			(2,254	)
South Africa	Deutsche Bank		13,005		1.00	⁽¹⁾		12/20/15		1.43			(208,539	)		101,845			(106,694	)
South Africa	Goldman Sachs, Inc.		8,020		1.00	⁽¹⁾		12/20/15		1.43			(128,603	)		68,463			(60,140	)
South Africa	Goldman Sachs, Inc.		17,335		1.00	⁽¹⁾		12/20/15		1.43			(277,973	)		142,494			(135,479	)
South Africa	JPMorgan Chase Bank		5,000		1.00	⁽¹⁾		6/20/15		1.36			(57,817	)		161,622			103,805
South Africa	JPMorgan Chase Bank		5,000		1.00	⁽¹⁾		6/20/15		1.36			(57,817	)		104,897			47,080



												$	(13,326,594	)	$	(132,113	)	$	(13,458,707	)

Global Macro Portfolio

October 31, 2011

Notes to Consolidated Financial Statements — continued


Credit Default Swaps — Buy Protection
		Notional		Contract								Upfront
		Amount		Annual								Payments			Net Unrealized
Reference		(000’s		Fixed			Termination		Market			Received			Appreciation
Entity	Counterparty	omitted)		Rate**			Date		Value			(Paid)			(Depreciation)


Austria	Barclays Bank PLC	$	8,800		0.44	%		12/20/13	$	66,606		$	—		$	66,606
Austria	Barclays Bank PLC		3,700		1.42			3/20/14		(54,607	)		—			(54,607	)
Brazil	Bank of America		18,450		1.00	⁽¹⁾		6/20/20		790,091			(584,291	)		205,800
Brazil	Bank of America		11,450		1.00	⁽¹⁾		6/20/20		490,316			(457,534	)		32,782
Brazil	Bank of America		51,475		1.00	⁽¹⁾		12/20/20		2,387,841			(1,752,870	)		634,971
Brazil	Bank of America		22,575		1.00	⁽¹⁾		12/20/20		1,047,216			(751,944	)		295,272
Brazil	Bank of America		7,450		1.00	⁽¹⁾		12/20/20		345,593			(237,391	)		108,202
Brazil	Bank of America		3,600		1.00	⁽¹⁾		12/20/20		166,998			(104,855	)		62,143
Brazil	Barclays Bank PLC		9,000		1.65			9/20/19		(82,908	)		—			(82,908	)
Brazil	Barclays Bank PLC		47,170		1.00	⁽¹⁾		12/20/20		2,188,137			(1,643,744	)		544,393
Brazil	Citigroup Global Markets		9,440		1.00	⁽¹⁾		12/20/20		437,906			(304,329	)		133,577
Brazil	Credit Suisse		20,000		1.00	⁽¹⁾		6/20/20		856,467			(679,541	)		176,926
Brazil	Credit Suisse		14,225		1.00	⁽¹⁾		6/20/20		609,149			(671,692	)		(62,543	)
Brazil	Deutsche Bank		10,600		1.00	⁽¹⁾		12/20/20		491,716			(230,389	)		261,327
Brazil	Deutsche Bank		11,580		1.00	⁽¹⁾		12/20/20		537,177			(416,438	)		120,739
Brazil	HSBC Bank USA		14,225		1.00	⁽¹⁾		6/20/20		609,148			(643,667	)		(34,519	)
Brazil	HSBC Bank USA		9,710		1.00	⁽¹⁾		12/20/20		450,431			(313,033	)		137,398
Brazil	Standard Chartered Bank		9,440		1.00	⁽¹⁾		12/20/20		437,906			(304,329	)		133,577
Brazil	Standard Chartered Bank		2,700		1.00	⁽¹⁾		12/20/20		125,249			(73,297	)		51,952
China	Barclays Bank PLC		37,413		1.00	⁽¹⁾		12/20/16		478,674			(814,280	)		(335,606	)
China	Credit Suisse		22,200		1.00	⁽¹⁾		12/20/16		284,034			(477,967	)		(193,933	)
China	Deutsche Bank		13,655		1.00	⁽¹⁾		12/20/16		174,706			(261,972	)		(87,266	)
China	Deutsche Bank		15,969		1.00	⁽¹⁾		12/20/16		204,312			(347,559	)		(143,247	)
Colombia	Bank of America		17,400		1.00	⁽¹⁾		9/20/21		917,421			(772,605	)		144,816
Colombia	Goldman Sachs, Inc.		13,390		1.00	⁽¹⁾		9/20/21		705,992			(584,105	)		121,887
Colombia	HSBC Bank USA		38,410		1.00	⁽¹⁾		9/20/21		2,025,180			(1,638,029	)		387,151
Colombia	Morgan Stanley		19,970		1.00	⁽¹⁾		9/20/21		1,052,924			(886,719	)		166,205
Egypt	Bank of America		4,550		1.00	⁽¹⁾		6/20/15		427,820			(205,083	)		222,737
Egypt	Bank of America		7,050		1.00	⁽¹⁾		9/20/15		715,923			(262,428	)		453,495
Egypt	Barclays Bank PLC		7,000		1.00	⁽¹⁾		6/20/15		658,183			(231,071	)		427,112
Egypt	Barclays Bank PLC		4,770		1.00	⁽¹⁾		6/20/15		448,506			(141,336	)		307,170
Egypt	Barclays Bank PLC		9,000		1.00	⁽¹⁾		9/20/15		913,944			(335,014	)		578,930
Egypt	Citigroup Global Markets		5,000		1.00	⁽¹⁾		6/20/15		470,132			(164,153	)		305,979
Egypt	Citigroup Global Markets		3,050		1.00	⁽¹⁾		12/20/15		331,942			(169,795	)		162,147
Egypt	Citigroup Global Markets		4,550		1.00	⁽¹⁾		6/20/20		1,004,915			(435,680	)		569,235
Egypt	Citigroup Global Markets		4,550		1.00	⁽¹⁾		6/20/20		1,004,915			(457,652	)		547,263
Egypt	Credit Suisse		11,000		1.00	⁽¹⁾		12/20/15		1,197,167			(573,697	)		623,470
Egypt	Credit Suisse		5,050		1.00	⁽¹⁾		12/20/15		549,608			(281,156	)		268,452
Egypt	Deutsche Bank		9,540		1.00	⁽¹⁾		6/20/15		897,011			(279,623	)		617,388
Egypt	Deutsche Bank		7,000		1.00	⁽¹⁾		6/20/15		658,184			(242,233	)		415,951
Egypt	Deutsche Bank		4,700		1.00	⁽¹⁾		6/20/15		441,924			(209,046	)		232,878
Egypt	Deutsche Bank		4,550		1.00	⁽¹⁾		6/20/15		427,820			(209,015	)		218,805
Egypt	Deutsche Bank		2,375		1.00	⁽¹⁾		6/20/15		223,311			(77,972	)		145,339
Egypt	Deutsche Bank		1,510		1.00	⁽¹⁾		6/20/15		141,978			(59,716	)		82,262

Global Macro Portfolio

October 31, 2011

Notes to Consolidated Financial Statements — continued


Credit Default Swaps — Buy Protection (continued)
		Notional		Contract							Upfront
		Amount		Annual							Payments			Net Unrealized
Reference		(000’s		Fixed			Termination		Market		Received			Appreciation
Entity	Counterparty	omitted)		Rate**			Date		Value		(Paid)			(Depreciation)


Egypt	Deutsche Bank	$	8,200		1.00	%⁽¹⁾		9/20/15	$	832,704	$	(311,652	)	$	521,052
Egypt	Deutsche Bank		4,175		1.00	⁽¹⁾		9/20/15		423,968		(199,396	)		224,572
Egypt	Deutsche Bank		2,855		1.00	⁽¹⁾		12/20/15		310,719		(144,584	)		166,135
Egypt	Deutsche Bank		5,100		1.00	⁽¹⁾		6/20/20		1,126,367		(434,220	)		692,147
Egypt	Deutsche Bank		4,600		1.00	⁽¹⁾		6/20/20		1,015,957		(442,563	)		573,394
Egypt	Deutsche Bank		4,550		1.00	⁽¹⁾		6/20/20		1,004,915		(438,341	)		566,574
Egypt	Goldman Sachs, Inc.		9,700		1.00	⁽¹⁾		9/20/15		985,027		(379,900	)		605,127
Egypt	JPMorgan Chase Bank		4,550		1.00	⁽¹⁾		6/20/15		427,820		(205,083	)		222,737
Greece	Citigroup Global Markets		9,775		1.00	⁽¹⁾		6/20/15		6,748,667		(1,358,050	)		5,390,617
Greece	Deutsche Bank		5,000		1.00	⁽¹⁾		6/20/15		3,452,003		(860,995	)		2,591,008
Guatemala	Citigroup Global Markets		18,256		1.00	⁽¹⁾		9/20/20		1,557,133		(1,246,031	)		311,102
Italy	Credit Suisse		18,200		0.20			12/20/16		3,186,905		—			3,186,905
Lebanon	Barclays Bank PLC		4,200		1.00	⁽¹⁾		12/20/14		325,003		(202,849	)		122,154
Lebanon	Barclays Bank PLC		6,700		1.00	⁽¹⁾		3/20/15		568,423		(320,220	)		248,203
Lebanon	Barclays Bank PLC		4,900		1.00	⁽¹⁾		3/20/15		415,711		(238,381	)		177,330
Lebanon	Barclays Bank PLC		4,900		1.00	⁽¹⁾		3/20/15		415,711		(272,645	)		143,066
Lebanon	Barclays Bank PLC		5,000		1.00	⁽¹⁾		12/20/15		533,607		(365,176	)		168,431
Lebanon	Citigroup Global Markets		4,600		3.30			9/20/14		24,335		—			24,335
Lebanon	Citigroup Global Markets		5,500		1.00	⁽¹⁾		12/20/14		425,597		(269,642	)		155,955
Lebanon	Citigroup Global Markets		4,500		1.00	⁽¹⁾		12/20/14		348,216		(212,972	)		135,244
Lebanon	Citigroup Global Markets		4,300		1.00	⁽¹⁾		12/20/14		332,739		(207,678	)		125,061
Lebanon	Citigroup Global Markets		2,800		1.00	⁽¹⁾		3/20/15		237,550		(119,212	)		118,338
Lebanon	Citigroup Global Markets		15,000		1.00	⁽¹⁾		9/20/15		1,494,485		(1,079,537	)		414,948
Lebanon	Citigroup Global Markets		6,000		1.00	⁽¹⁾		9/20/15		597,794		(464,944	)		132,850
Lebanon	Credit Suisse		8,800		1.00	⁽¹⁾		3/20/15		746,586		(420,349	)		326,237
Lebanon	Credit Suisse		4,600		1.00	⁽¹⁾		3/20/15		390,261		(221,007	)		169,254
Lebanon	Credit Suisse		9,900		1.00	⁽¹⁾		6/20/15		913,891		(475,688	)		438,203
Lebanon	Credit Suisse		5,000		1.00	⁽¹⁾		9/20/15		498,161		(360,493	)		137,668
Lebanon	Credit Suisse		22,710		1.00	⁽¹⁾		12/20/15		2,423,641		(1,678,240	)		745,401
Lebanon	Credit Suisse		8,300		1.00	⁽¹⁾		12/20/15		885,786		(585,153	)		300,633
Lebanon	Credit Suisse		5,000		1.00	⁽¹⁾		12/20/15		533,607		(360,851	)		172,756
Lebanon	Credit Suisse		4,450		1.00	⁽¹⁾		12/20/15		474,911		(313,031	)		161,880
Lebanon	Deutsche Bank		6,100		1.00	⁽¹⁾		3/20/15		517,521		(270,547	)		246,974
Lebanon	Deutsche Bank		5,000		1.00	⁽¹⁾		6/20/15		461,562		(243,399	)		218,163
Lebanon	Deutsche Bank		4,900		1.00	⁽¹⁾		6/20/15		452,330		(235,440	)		216,890
Lebanon	Deutsche Bank		6,700		1.00	⁽¹⁾		9/20/15		667,536		(430,034	)		237,502
Lebanon	Deutsche Bank		6,890		1.00	⁽¹⁾		12/20/15		735,309		(504,403	)		230,906
Lebanon	Deutsche Bank		5,000		1.00	⁽¹⁾		12/20/15		533,607		(369,493	)		164,114
Lebanon	Deutsche Bank		3,085		1.00	⁽¹⁾		12/20/15		329,235		(226,777	)		102,458
Lebanon	Goldman Sachs, Inc.		3,600		1.00	⁽¹⁾		9/20/15		358,675		(259,555	)		99,120
Philippines	Bank of America		9,300		1.00	⁽¹⁾		9/20/15		117,341		(159,725	)		(42,384	)
Philippines	Bank of America		3,500		1.00	⁽¹⁾		12/20/15		53,853		(62,806	)		(8,953	)
Philippines	Barclays Bank PLC		9,131		1.00	⁽¹⁾		3/20/15		63,043		(179,601	)		(116,558	)
Philippines	Barclays Bank PLC		10,000		1.00	⁽¹⁾		6/20/15		97,803		(211,193	)		(113,390	)

Global Macro Portfolio

October 31, 2011

Notes to Consolidated Financial Statements — continued


Credit Default Swaps — Buy Protection (continued)
		Notional		Contract							Upfront
		Amount		Annual							Payments			Net Unrealized
Reference		(000’s		Fixed			Termination		Market		Received			Appreciation
Entity	Counterparty	omitted)		Rate**			Date		Value		(Paid)			(Depreciation)


Philippines	Citigroup Global Markets	$	10,000		1.00	%⁽¹⁾		6/20/15	$	97,803	$	(229,175	)	$	(131,372	)
Philippines	Deutsche Bank		9,750		1.00	⁽¹⁾		3/20/15		67,317		(208,328	)		(141,011	)
Philippines	Deutsche Bank		10,000		1.00	⁽¹⁾		6/20/15		97,803		(204,993	)		(107,190	)
Philippines	Deutsche Bank		9,500		1.00	⁽¹⁾		9/20/15		119,865		(204,405	)		(84,540	)
Philippines	Deutsche Bank		10,000		1.00	⁽¹⁾		9/20/15		126,173		(210,796	)		(84,623	)
Philippines	Goldman Sachs, Inc.		10,000		1.00	⁽¹⁾		3/20/15		69,043		(228,298	)		(159,255	)
Philippines	Goldman Sachs, Inc.		10,000		1.00	⁽¹⁾		6/20/15		97,803		(207,516	)		(109,713	)
Philippines	Goldman Sachs, Inc.		7,200		1.00	⁽¹⁾		9/20/15		90,845		(118,721	)		(27,876	)
Philippines	HSBC Bank USA		10,000		1.00	⁽¹⁾		6/20/15		97,803		(204,993	)		(107,190	)
Philippines	HSBC Bank USA		5,000		1.00	⁽¹⁾		9/20/15		63,087		(85,874	)		(22,787	)
Philippines	HSBC Bank USA		4,400		1.00	⁽¹⁾		9/20/15		55,517		(88,586	)		(33,069	)
Philippines	HSBC Bank USA		10,000		1.00	⁽¹⁾		9/20/15		126,173		(232,487	)		(106,314	)
Philippines	HSBC Bank USA		10,000		1.00	⁽¹⁾		9/20/15		126,173		(246,163	)		(119,990	)
Philippines	JPMorgan Chase Bank		10,000		1.00	⁽¹⁾		6/20/15		97,803		(222,808	)		(125,005	)
Philippines	Standard Chartered Bank		10,000		1.00	⁽¹⁾		9/20/15		126,173		(228,888	)		(102,715	)
Philippines	Standard Chartered Bank		5,500		1.00	⁽¹⁾		12/20/15		84,626		(98,695	)		(14,069	)
South Africa	Bank of America		6,300		1.00	⁽¹⁾		12/20/19		351,756		(237,790	)		113,966
South Africa	Bank of America		5,575		1.00	⁽¹⁾		9/20/20		349,113		(216,920	)		132,193
South Africa	Bank of America		16,990		1.00	⁽¹⁾		12/20/20		1,100,803		(598,044	)		502,759
South Africa	Bank of America		5,160		1.00	⁽¹⁾		12/20/20		334,323		(199,227	)		135,096
South Africa	Barclays Bank PLC		6,300		1.00	⁽¹⁾		12/20/19		351,769		(274,876	)		76,893
South Africa	Barclays Bank PLC		5,000		1.00	⁽¹⁾		3/20/20		290,597		(167,531	)		123,066
South Africa	Barclays Bank PLC		5,000		1.00	⁽¹⁾		3/20/20		290,597		(190,804	)		99,793
South Africa	Barclays Bank PLC		5,000		1.00	⁽¹⁾		3/20/20		290,597		(272,951	)		17,646
South Africa	Barclays Bank PLC		10,000		1.00	⁽¹⁾		6/20/20		603,883		(784,599	)		(180,716	)
South Africa	Barclays Bank PLC		12,000		1.00	⁽¹⁾		9/20/20		751,432		(833,807	)		(82,375	)
South Africa	Barclays Bank PLC		12,010		1.00	⁽¹⁾		12/20/20		778,144		(421,182	)		356,962
South Africa	Barclays Bank PLC		7,340		1.00	⁽¹⁾		12/20/20		475,569		(272,831	)		202,738
South Africa	Citigroup Global Markets		3,910		1.00	⁽¹⁾		12/20/19		218,320		(193,959	)		24,361
South Africa	Citigroup Global Markets		5,300		1.00	⁽¹⁾		3/20/20		308,033		(277,154	)		30,879
South Africa	Citigroup Global Markets		4,600		1.00	⁽¹⁾		3/20/20		267,350		(248,276	)		19,074
South Africa	Citigroup Global Markets		5,000		1.00	⁽¹⁾		6/20/20		301,942		(285,354	)		16,588
South Africa	Credit Suisse		5,100		1.00	⁽¹⁾		3/20/20		296,410		(187,399	)		109,011
South Africa	Credit Suisse		4,600		1.00	⁽¹⁾		3/20/20		267,349		(205,632	)		61,717
South Africa	Credit Suisse		5,000		1.00	⁽¹⁾		6/20/20		301,942		(288,575	)		13,367
South Africa	Credit Suisse		10,000		1.00	⁽¹⁾		6/20/20		603,883		(765,868	)		(161,985	)
South Africa	Credit Suisse		16,990		1.00	⁽¹⁾		12/20/20		1,100,804		(635,848	)		464,956
South Africa	Credit Suisse		7,740		1.00	⁽¹⁾		12/20/20		501,485		(304,401	)		197,084
South Africa	Credit Suisse		10,450		1.00	⁽¹⁾		12/20/20		677,069		(505,119	)		171,950
South Africa	Deutsche Bank		12,500		1.00	⁽¹⁾		9/20/20		782,767		(631,748	)		151,019
South Africa	Deutsche Bank		5,575		1.00	⁽¹⁾		9/20/20		349,114		(214,960	)		134,154
South Africa	Deutsche Bank		5,500		1.00	⁽¹⁾		9/20/20		344,417		(257,566	)		86,851
South Africa	Deutsche Bank		1,450		1.00	⁽¹⁾		9/20/20		90,802		(67,969	)		22,833
South Africa	Deutsche Bank		13,005		1.00	⁽¹⁾		12/20/20		842,611		(475,308	)		367,303

Global Macro Portfolio

October 31, 2011

Notes to Consolidated Financial Statements — continued


Credit Default Swaps — Buy Protection (continued)
		Notional		Contract							Upfront
		Amount		Annual							Payments			Net Unrealized
Reference		(000’s		Fixed			Termination		Market		Received			Appreciation
Entity	Counterparty	omitted)		Rate**			Date		Value		(Paid)			(Depreciation)


South Africa	Goldman Sachs, Inc.	$	17,335		1.00	%⁽¹⁾		12/20/20	$	1,123,158	$	(646,356	)	$	476,802
South Africa	Goldman Sachs, Inc.		8,020		1.00	⁽¹⁾		12/20/20		519,626		(303,883	)		215,743
South Africa	JPMorgan Chase Bank		5,200		1.00	⁽¹⁾		12/20/19		290,349		(268,983	)		21,366
South Africa	JPMorgan Chase Bank		4,590		1.00	⁽¹⁾		12/20/19		256,290		(284,947	)		(28,657	)
South Africa	JPMorgan Chase Bank		5,100		1.00	⁽¹⁾		3/20/20		296,409		(184,103	)		112,306
South Africa	JPMorgan Chase Bank		5,000		1.00	⁽¹⁾		3/20/20		290,597		(186,951	)		103,646
South Africa	JPMorgan Chase Bank		5,200		1.00	⁽¹⁾		3/20/20		302,220		(268,688	)		33,532
South Africa	JPMorgan Chase Bank		5,000		1.00	⁽¹⁾		6/20/20		301,942		(278,899	)		23,043
South Africa	JPMorgan Chase Bank		5,000		1.00	⁽¹⁾		6/20/20		301,942		(395,414	)		(93,472	)
Spain	Bank of America		15,000		1.00	⁽¹⁾		6/20/20		2,218,370		(311,040	)		1,907,330
Spain	Bank of America		7,500		1.00	⁽¹⁾		9/20/20		1,127,995		(513,320	)		614,675
Spain	Barclays Bank PLC		11,400		1.00	⁽¹⁾		3/20/20		1,656,733		(114,766	)		1,541,967
Spain	Barclays Bank PLC		10,000		1.00	⁽¹⁾		6/20/20		1,478,883		(734,929	)		743,954
Spain	Barclays Bank PLC		7,412		1.00	⁽¹⁾		9/20/20		1,114,760		(642,839	)		471,921
Spain	Barclays Bank PLC		44,330		1.00	⁽¹⁾		12/20/20		6,774,880		(4,200,764	)		2,574,116
Spain	Barclays Bank PLC		4,700		1.00	⁽¹⁾		12/20/20		718,294		(438,746	)		279,548
Spain	Citigroup Global Markets		11,400		1.00	⁽¹⁾		3/20/20		1,656,732		(262,057	)		1,394,675
Spain	Citigroup Global Markets		2,500		1.00	⁽¹⁾		3/20/20		363,318		(118,347	)		244,971
Spain	Citigroup Global Markets		5,000		1.00	⁽¹⁾		9/20/20		751,997		(251,465	)		500,532
Spain	Deutsche Bank		9,200		1.00	⁽¹⁾		3/20/20		1,337,012		(199,703	)		1,137,309
Spain	Deutsche Bank		13,950		1.00	⁽¹⁾		6/20/20		2,063,041		(853,439	)		1,209,602
Spain	Deutsche Bank		10,000		1.00	⁽¹⁾		6/20/20		1,478,883		(461,106	)		1,017,777
Spain	Deutsche Bank		38,555		1.00	⁽¹⁾		12/20/20		5,892,296		(3,653,518	)		2,238,778
Spain	Deutsche Bank		12,825		1.00	⁽¹⁾		12/20/20		1,960,023		(1,042,253	)		917,770
Spain	Goldman Sachs, Inc.		5,000		1.00	⁽¹⁾		6/20/20		739,442		(370,442	)		369,000
Spain	Goldman Sachs, Inc.		8,543		1.00	⁽¹⁾		9/20/20		1,284,861		(756,723	)		528,138
Spain	JPMorgan Chase Bank		15,000		1.00	⁽¹⁾		9/20/20		2,255,945		(1,455,233	)		800,712
Spain	JPMorgan Chase Bank		5,000		1.00	⁽¹⁾		9/20/20		751,997		(244,855	)		507,142
Thailand	Bank of America		4,000		1.00	⁽¹⁾		9/20/15		48,229		(21,812	)		26,417
Thailand	Barclays Bank PLC		7,500		0.97			9/20/19		409,188		—			409,188
Thailand	Citigroup Global Markets		7,700		0.86			12/20/14		73,187		—			73,187
Thailand	Citigroup Global Markets		3,700		0.95			9/20/19		207,037		—			207,037
Thailand	Credit Suisse		5,000		1.00	⁽¹⁾		9/20/15		60,288		(38,122	)		22,166
Thailand	Deutsche Bank		10,000		1.00	⁽¹⁾		3/20/15		73,853		(56,076	)		17,777
Thailand	Goldman Sachs, Inc.		9,000		1.00	⁽¹⁾		9/20/15		108,516		(45,772	)		62,744
Thailand	Goldman Sachs, Inc.		4,700		1.00	⁽¹⁾		9/20/15		56,671		(23,881	)		32,790
Thailand	HSBC Bank USA		10,000		1.00	⁽¹⁾		9/20/15		120,573		(50,857	)		69,716
Thailand	JPMorgan Chase Bank		3,900		0.87			12/20/14		35,829		—			35,829
Thailand	Standard Chartered Bank		5,000		1.00	⁽¹⁾		9/20/15		60,287		(25,405	)		34,882
Thailand	Standard Chartered Bank		5,000		1.00	⁽¹⁾		9/20/15		60,287		(36,322	)		23,965
Uruguay	Citigroup Global Markets		4,600		1.00	⁽¹⁾		6/20/20		269,075		(303,202	)		(34,127	)
Uruguay	Deutsche Bank		9,200		1.00	⁽¹⁾		6/20/20		538,147		(592,194	)		(54,047	)
Banco de Sabadell, S.A.	JPMorgan Chase Bank		4,350		3.00	⁽¹⁾		3/20/15		1,077,521		(19,261	)		1,058,260
Citibank Corp.	Bank of America		16,801		1.00	⁽¹⁾		9/20/20		1,252,487		(944,854	)		307,633

Global Macro Portfolio

October 31, 2011

Notes to Consolidated Financial Statements — continued


Credit Default Swaps — Buy Protection (continued)
		Notional		Contract								Upfront
		Amount		Annual								Payments			Net Unrealized
Reference		(000’s		Fixed			Termination		Market			Received			Appreciation
Entity	Counterparty	omitted)		Rate**			Date		Value			(Paid)			(Depreciation)


Citibank Corp.	JPMorgan Chase Bank	$	18,407		1.00	%⁽¹⁾		9/20/20	$	1,372,211		$	(1,095,669	)	$	276,542
Erste Group Bank AG	Barclays Bank PLC		4,350		1.00	⁽¹⁾		3/20/15		480,733			(208,938	)		271,795
ING Verzekeringen N.V.	JPMorgan Chase Bank		4,350		1.00	⁽¹⁾		3/20/15		279,215			(93,981	)		185,234
OAO Gazprom	Bank of America		9,300		1.00	⁽¹⁾		6/20/20		1,272,970			(1,107,108	)		165,862
OAO Gazprom	Bank of America		10,000		1.00	⁽¹⁾		6/20/20		1,368,783			(1,244,998	)		123,785
OAO Gazprom	Deutsche Bank		9,100		1.00	⁽¹⁾		9/20/20		1,280,153			(998,727	)		281,426
Rabobank Nederland N.V.	JPMorgan Chase Bank		4,350		1.00	⁽¹⁾		3/20/15		80,462			(2,742	)		77,720
Raiffeisen Zentralbank	Barclays Bank PLC		4,350		1.00	⁽¹⁾		3/20/15		430,921			(282,069	)		148,852
iTraxx Europe Senior Financials 5-Year Index	Goldman Sachs, Inc.		EUR 42,420		1.00	⁽¹⁾		12/20/16		3,383,139			(4,964,837	)		(1,581,698	)
iTraxx Europe Subordinated Financials 5-Year Index	Goldman Sachs, Inc.		EUR 30,816		5.00	⁽¹⁾		12/20/16		(1,821,590	)		(178,385	)		(1,999,975	)



									$	132,956,028		$	(81,444,511	)	$	51,511,517


*	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, 2011, such maximum potential amount for all open credit default swaps in which the Portfolio is the seller was $575,622,000.
**	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

Cross-Currency Swaps

Notional

Amount on

Fixed Rate

Floating Rate

(Currency

Net Unrealized

Received)

Delivered)

Termination

Appreciation

Counterparty

(000’s omitted)

Floating Rate

Fixed Rate

Date

(Depreciation)

Bank of America

TRY 17,118

11,435

3-Month
USD-LIBOR-BBA

8.28

8/11/20

1,081,268

Bank of America

TRY 26,000

14,619

3-Month
USD-LIBOR-BBA

6.97

8/18/21

242,384

Barclays Bank PLC

TRY 60,000

40,080

3-Month
USD-LIBOR-BBA

8.25

8/11/20

3,856,677

Barclays Bank PLC

TRY 25,350

16,650

3-Month
USD-LIBOR-BBA

8.32

8/16/20

1,296,732

Global Macro Portfolio

October 31, 2011

Notes to Consolidated Financial Statements — continued

Cross-Currency Swaps (continued)

Notional

Amount on

Fixed Rate

Floating Rate

(Currency

Net Unrealized

Received)

Delivered)

Termination

Appreciation

Counterparty

(000’s omitted)

Floating Rate

Fixed Rate

Date

(Depreciation)

Citigroup Global Markets

TRY 25,000

16,700

3-Month
USD-LIBOR-BBA

8.20

8/11/20

1,653,354

Citigroup Global Markets

TRY 3,909

2,449

3-Month
USD-LIBOR-BBA

8.23

2/25/21

8,921

Credit Suisse

TRY 35,475

19,144

3-Month
USD-LIBOR-BBA

5.73

10/9/13

(284,104

)

Credit Suisse

TRY 4,446

2,498

3-Month
USD-LIBOR-BBA

6.90

8/18/21

51,747

Deutsche Bank

TRY 40,547

21,882

3-Month
USD-LIBOR-BBA

5.73

10/9/13

(324,722

)

Deutsche Bank

TRY 22,254

14,861

3-Month
USD-LIBOR-BBA

8.26

8/11/20

1,417,207

Deutsche Bank

TRY 14,321

8,996

3-Month
USD-LIBOR-BBA

8.20

2/24/21

25,121

Deutsche Bank

TRY 5,112

2,871

3-Month
USD-LIBOR-BBA

7.00

8/18/21

37,504

Goldman Sachs, Inc.

TRY 34,237

22,802

3-Month
USD-LIBOR-BBA

8.31

8/11/20

2,062,176

JPMorgan Chase Bank

TRY 27,000

18,012

3-Month
USD-LIBOR-BBA

8.29

8/11/20

1,671,329

JPMorgan Chase Bank

TRY 20,000

13,333

3-Month
USD-LIBOR-BBA

8.36

8/11/20

1,177,146

JPMorgan Chase Bank

TRY 10,000

5,610

3-Month
USD-LIBOR-BBA

6.96

8/18/21

84,588

14,057,328

TRY - New Turkish Lira

Written options activity for the year ended October 31, 2011 was as follows:


	Number of			Premiums
	Contracts			Received


Outstanding, beginning of year		—		$	—
Options written		(400,150,000	)		(2,747,574	)
Options expired		400,150,000			2,747,574



Outstanding, end of year		—		$	—

At October 31, 2011, the Portfolio had sufficient cash and/or securities to cover commitments under these contracts.

Global Macro Portfolio

October 31, 2011

Notes to Consolidated Financial Statements — continued

In the normal course of pursuing its investment objective and its use of derivatives, 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 a particular exposure to a credit risk, or to enhance return.

Equity Price Risk: The Portfolio enters into equity index options to enhance return.

Foreign Exchange Risk: The Portfolio engages in forward foreign currency exchange contracts, currency options and cross currency swaps to enhance return or to hedge against fluctuations in currency exchange rates. It also enters into forward foreign currency exchange contracts as a substitute for the purchase or sale of securities or currencies.

Interest Rate Risk: The Portfolio utilizes various interest rate derivatives including futures, interest rate swaps, swaptions, and cross currency swaps to enhance return, to change the overall duration of the portfolio, or to hedge against fluctuations in securities prices due to interest rates.

The Portfolio enters into swap contracts, forward foreign currency exchange contracts and forward commodity 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, 2011, the fair value of derivatives with credit-related contingent features in a net liability position was $79,966,981. The aggregate fair value of assets pledged as collateral by the Portfolio for such liability was $47,984,680 at October 31, 2011.

The non-exchange traded derivatives in which the Portfolio invests, including swap contracts, over-the counter options, forward commodity contracts 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, 2011, the maximum amount of loss the Portfolio would incur due to counterparty risk was $192,434,606, with the highest amount from any one counterparty being $39,184,393. 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, 2011, the maximum amount of loss the Portfolio would incur due to counterparty risk would be reduced by approximately $79,967,000 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 open derivative instruments (not considered to be hedging instruments for accounting disclosure purposes) by risk exposure at October 31, 2011 was as follows:


	Fair Value

					Foreign
Consolidated Statement of Assets and Liabilities Caption	Credit		Equity Price		Exchange		Interest Rate		Commodity


Securities of unaffiliated issuers, at value	$	—	$	7,148,722	$	1,931,148	$	4,593,552	$	44,800
Net unrealized appreciation*		—		—		—		2,893,561		3,476,242
Receivable for open forward commodity contracts		—		—		—		—		4,596,814
Receivable for open forward foreign currency exchange contracts		—		—		88,583,781		—		—
Receivable for open swap contracts; Premium paid/received on open swap contracts		134,915,133		—		—		15,271,526		—



Total Asset Derivatives	$	134,915,133	$	7,148,722	$	90,514,929	$	22,758,639	$	8,117,856

Global Macro Portfolio

October 31, 2011

Notes to Consolidated Financial Statements — continued


	Fair Value

						Foreign
Consolidated Statement of Assets and Liabilities Caption	Credit			Equity Price		Exchange			Interest Rate			Commodity


Net unrealized appreciation*	$	—		$	—	$	—		$	(9,616,453	)	$	(5,867,121	)
Payable for open forward commodity contracts		—			—		—			—			(19,305,211	)
Payable for open forward foreign currency exchange contracts		—			—		(34,713,323	)		—			—
Payable for open swap contracts; Premium paid/received on open swap contracts		(15,285,699	)		—		—			(4,209,490	)		—



Total Liability Derivatives	$	(15,285,699	)	$	—	$	(34,713,323	)	$	(13,825,943	)	$	(25,172,332	)


*		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, 2011 was as follows:


						Foreign
Consolidated Statement of Operations Caption	Credit		Equity Price			Exchange			Interest Rate			Commodity


Net realized gain (loss) —
Investment transactions	$	—	$	(2,363,883	)	$	—		$	—		$	—
Written options		—		2,747,574			—			—			—
Futures contracts		—		—			—			(78,361,218	)		(31,303,883	)
Swap contracts		23,584,772		—			—			(16,678,535	)		—
Forward commodity contracts		—		—			—			—			(22,341,986	)
Foreign currency and forward foreign currency exchange contract transactions		—		—			(149,069,453	)		—			—



Total	$	23,584,772	$	383,691		$	(149,069,453	)	$	(95,039,753	)	$	(53,645,869	)



Change in unrealized appreciation (depreciation) —
Investments	$	—	$	(2,995,681	)	$	(3,464,017	)	$	(1,611,528	)	$	(1,067,200	)
Futures contracts		—		—			—			(2,774,061	)		(2,390,879	)
Swap contracts		34,933,936		—			—			24,616,510			—
Forward commodity contracts		—		—			—			—			(14,708,397	)
Foreign currency and forward foreign currency exchange contracts		—		—			152,441,253			—			—



Total	$	34,933,936	$	(2,995,681	)	$	148,977,236		$	20,230,921		$	(18,166,476	)

The average notional amounts of futures contracts, forward commodity contracts, forward foreign currency exchange contracts and swap contracts outstanding during the year ended October 31, 2011, which are indicative of the volume of these derivative types, were approximately $1,410,028,000, $118,487,000, $6,835,013,000 and $7,233,160,000, respectively.

The average principal amount of purchased currency option contracts, average notional amount of interest rate swaption contracts, and average number of purchased index options contracts and purchased commodity options contracts outstanding during the year ended October 31, 2011, which are indicative of the volume of these derivative types, were approximately $270,436,000, $22,985,000, 1,624,098,000 contracts and 160 contracts, respectively.

6 Line of Credit

Global Macro Portfolio

October 31, 2011

Notes to Consolidated Financial Statements — continued

7 Risks Associated with Foreign Investments and Currencies

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)

At October 31, 2011, the hierarchy of inputs used in valuing the Portfolio’s investments and open derivative instruments, which are carried at value, were as follows:


Asset Description	Level 1		Level 2		Level 3		Total


Foreign Government Bonds	$	—	$	1,945,614,555	$	—	$	1,945,614,555
Foreign Corporate Bonds & Notes		—		3,933,816		—		3,933,816
Corporate Bonds & Notes		—		683,922		—		683,922
Collateralized Mortgage Obligations		—		110,083,580		—		110,083,580
Commercial Mortgage-Backed Securities		—		33,242,712		—		33,242,712
Mortgage Pass-Throughs		—		957,715,035		—		957,715,035
U.S. Government Agency Obligations		—		411,354,858		—		411,354,858
U.S. Treasury Obligations		—		203,251,641		—		203,251,641
Common Stocks		—		122,325		—		122,325
Precious Metals		484,321,238		—		—		484,321,238
Currency Options Purchased		—		1,931,148		—		1,931,148
Interest Rate Swaptions		—		4,593,552		—		4,593,552
Put Options Purchased		44,800		7,148,722		—		7,193,522
Short-Term Investments —
Foreign Government Securities		—		2,563,484,554		—		2,563,484,554
U.S. Treasury Obligations		—		310,014,799		—		310,014,799
Repurchase Agreements		—		588,833,518		—		588,833,518
Other Securities		—		503,896,260		—		503,896,260



Total Investments	$	484,366,038	$	7,645,904,997	$	—	$	8,130,271,035

Global Macro Portfolio

October 31, 2011

Notes to Consolidated Financial Statements — continued


Asset Description	Level 1			Level 2			Level 3		Total


Forward Commodity Contracts	$	—		$	4,596,814		$	—	$	4,596,814
Forward Foreign Currency Exchange Contracts		—			88,583,781			—		88,583,781
Swap Contracts		—			150,186,659			—		150,186,659
Futures Contracts		6,369,803			—			—		6,369,803



Total	$	490,735,841		$	7,889,272,251		$	—	$	8,380,008,092





Liability Description


Securities Sold Short	$	—		$	(506,822,164	)	$	—	$	(506,822,164	)
Forward Commodity Contracts		—			(19,305,211	)		—		(19,305,211	)
Forward Foreign Currency Exchange Contracts		—			(34,713,323	)		—		(34,713,323	)
Swap Contracts		—			(19,495,189	)		—		(19,495,189	)
Futures Contracts		(15,483,574	)		—			—		(15,483,574	)



Total	$	(15,483,574	)	$	(580,335,887	)	$	—	$	(595,819,461	)

Global Macro Portfolio

October 31, 2011

Report of Independent Registered Public Accounting Firm

To the Trustees and Investors of Global Macro Portfolio:

We have audited the accompanying consolidated statement of assets and liabilities of Global Macro Portfolio and subsidiary (the “Portfolio”), including the consolidated portfolio of investments, as of October 31, 2011, 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 five years in the period then ended. 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, 2011, 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, such consolidated financial statements and consolidated supplementary data referred to above present fairly, in all material respects, the financial position of Global Macro Portfolio and subsidiary as of October 31, 2011, 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 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, 2011

Eaton Vance

Global Macro Absolute Return Fund

October 31, 2011

Management and Organization

Fund Management. The Trustees of Eaton Vance Mutual Funds Trust (the Trust) and Global Macro Portfolio (the Portfolio) are responsible for the overall management and supervision of the Trust’s and Portfolio’s affairs. The Trustees and officers of the Trust and the Portfolio are listed below. Except as indicated, each individual has held the office shown or other offices in the same company for the last five years. Trustees and officers of the Trust and the Portfolio hold indefinite terms of office. The “Noninterested Trustees” consist of those Trustees who are not “interested persons” of the Trust and the Portfolio, as that term is defined under the 1940 Act. The business address of each Trustee and officer is Two International Place, Boston, Massachusetts 02110. As used below, “EVC” refers to Eaton Vance Corp., “EV” refers to Eaton Vance, Inc., “EVM” refers to Eaton Vance Management, “BMR” refers to Boston Management and Research 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. Each Trustee oversees 179 portfolios in the Eaton Vance Complex (including all master and feeder funds in a master feeder structure). Each officer serves as an officer of certain other Eaton Vance funds. Each Trustee and officer serves until his or her successor is elected.


	Position(s)
	with the
	Trust and		Principal Occupation(s) and Directorships
Name and Year of Birth	the Portfolio	Length of Service	During Past Five Years and Other Relevant Experience



Interested Trustee

Thomas E. Faust Jr. 1958	Trustee	Since 2007	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 179 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 and Portfolio. Directorships in the Last Five Years.⁽¹⁾ Director of EVC.

Noninterested Trustees

Scott E. Eston 1956	Trustee	Since 2011	Private investor. Formerly held various positions at Grantham, Mayo, Van Otterloo and Co., L.L.C. (investment management firm) (1997-2009), including Chief Operating Officer (2002-2009), Chief Financial Officer (1997-2009) and Chairman of the Executive Committee (2002-2008); President and Principal Executive Officer, GMO Trust (open-end registered investment company) (2006-2009). Former Partner, Coopers and Lybrand L.L.P. (now PricewaterhouseCoopers) (public accounting firm) (1987-1997). Directorships in the Last Five Years. None.

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. Directorships in the Last Five Years.⁽¹⁾ None.

Allen R. Freedman 1940	Trustee	Since 2007	Private Investor. 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). Former Chairman and a Director of Indus International, Inc. (provider of enterprise management software to the power generating industry) (2005-2007). Former Chief Executive Officer of Assurant, Inc. (insurance provider) (1979-2000). Directorships in the Last Five Years.⁽¹⁾ Director of Stonemor Partners, L.P. (owner and operator of cemeteries). Formerly, Director of Assurant, Inc. (insurance provider) (1979-2011).

William H. Park 1947	Trustee	Since 2003	Consultant and private investor. Formerly, Chief Financial Officer, Aveon Group L.P. (investment management firm) (2010-2011). 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 (investment management firm) (1982-2001). Formerly, Senior Manager, Price Waterhouse (now PricewaterhouseCoopers) (an independent registered public accounting firm) (1972-1981). Directorships in the Last Five Years.⁽¹⁾ None.

Eaton Vance

Global Macro Absolute Return Fund

October 31, 2011

Management and Organization — continued


	Position(s)
	with the
	Trust and		Principal Occupation(s) and Directorships
Name and Year of Birth	the Portfolio	Length of Service	During Past Five Years and Other Relevant Experience


Noninterested Trustees (continued)

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). Directorships in the Last Five Years.⁽¹⁾ None.

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). Directorships in the Last Five Years.⁽¹⁾ Formerly, Director of BJ’s Wholesale Club, Inc. (wholesale club retailer) (2004-2011). 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. Directorships in the Last Five Years.⁽¹⁾ None.

Harriett Tee Taggart 1948	Trustee	Since 2011	Managing Director, Taggart Associates (a professional practice firm). Formerly, Partner and Senior Vice President, Wellington Management Company, LLP (investment management firm) (1983-2006). Directorships in the Last Five Years. Director of Albemarle Corporation (chemicals manufacturer) (since 2007) and The Hanover Group (specialty property and casualty insurance company) (since 2009). Formerly, Director of Lubrizol Corporation (specialty chemicals) (2007-2011).

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). Directorships in the Last Five Years.⁽¹⁾ None.

Principal Officers who are not Trustees
	Position(s)
	with the
	Trust and	Length of	Principal Occupation(s)
Name and Year of Birth	the Portfolio	Service	During Past Five Years

Duncan W. Richardson 1957	President of the Trust	Since 2011⁽²⁾	Director of EVC and Executive Vice President and Chief Equity Investment Officer of EVC, EVM and BMR.

Mark S. Venezia 1949	President of the Portfolio	Since 2002	Vice President of EVM and BMR.

Payson F. Swaffield 1956	Vice President	Since 2011	Chief Income Investment Officer of EVC. Vice President of EVM and BMR.

Barbara E. Campbell 1957	Treasurer	Of the Trust since 2005 and of the Portfolio since 2008	Vice President of EVM and BMR.

Eaton Vance

Global Macro Absolute Return Fund

October 31, 2011

Management and Organization — continued


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


Principal Officers who are not Trustees (continued)

Maureen A. Gemma 1960	Vice President, Secretary and Chief Legal Officer	Vice President since 2011, Secretary since 2007 and Chief Legal Officer since 2008	Vice President of EVM and BMR.

Paul M. O’Neil 1953	Chief Compliance Officer	Since 2004	Vice President of EVM and BMR.


⁽¹⁾		During their respective tenures, the Trustees (except Mr. Eston and Ms. Taggart) 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 Trust (launched in 1998 and terminated in 2009).
⁽²⁾		Prior to 2011, Mr. Richardson was Vice President of the Trust since 2001.

Eaton Vance

Global Macro Absolute Return Fund

October 31, 2011

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.

Investment Adviser of Global Macro Portfolio
Boston Management and Research

Two International Place

Boston, MA 02110

Investment Adviser and Administrator of Eaton Vance Global Macro Absolute Return Fund
Eaton Vance Management

Two International Place

Boston, MA 02110

Principal Underwriter*
Eaton Vance Distributors, Inc.

Two International Place

Boston, MA 02110

(617) 482-8260

Custodian
State Street Bank and Trust Company

200 Clarendon Street

Boston, MA 02116

Transfer Agent
BNY Mellon Investment Servicing (US) Inc.

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

Fund Offices
Two International Place

Boston, MA 02110


3041-12/11	GMSRC


Eaton Vance Global Macro Absolute Return Advantage Fund Annual Report October 31, 2011

Annual Report October 31, 2011

Eaton Vance

Global Macro Absolute Return Advantage Fund

Table of Contents


Management’s Discussion of Fund Performance		2
Performance		3
Fund Profile		4
Endnotes and Additional Disclosures		5
Fund Expenses		6
Financial Statements		7
Report of Independent Registered Public Accounting Firm		18 and 50
Federal Tax Information		19
Management and Organization		51
Important Notices		54

Eaton Vance

Global Macro Absolute Return Advantage Fund

October 31, 2011

Management’s Discussion of Fund Performance¹

Economic and Market Conditions

During the 12 months ending October 31, 2011, the markets digested a significant number of historical events that established price volatility as normal rather than the exception in global financial markets. Citing a lack of political will in the United States, Standard & Poor’s lowered its credit rating on U.S. sovereign debt. The European sovereign debt crisis deteriorated, as policymakers within the eurozone squandered opportunities to address the issues in a meaningful manner. The tragic Tohoku earthquake and tsunami in Japan seriously disrupted global supply chains and adversely affected global economic growth.

Fund Performance

For the fiscal year ending October 31, 2011, Eaton Vance Global Macro Absolute Return Advantage Fund’s Class A shares at net asset value (NAV) had a total return of 0.07%. By comparison, the Fund’s benchmark, the BofA Merrill Lynch 3-Month U.S. Treasury Bill Index (the Index),² gained 0.13% during the period.

The Fund’s investments in commodities detracted most from relative performance. In specific, short positions in gold and long positions in platinum held back returns as gold prices increased and platinum prices fell during the period.

Conversely, the Fund’s exposure to international markets contributed positively to performance, including long/short local markets, credit default swaps (CDS), and sovereign bonds and currencies. Positions in Asia and Latin America benefited the Fund, as did investments in Europe, the Middle East and Africa. Investments in commodities and a short position in NZD (New Zealand) slightly detracted from performance.

See Endnotes and Additional Disclosures in this report.

Past performance is no guarantee of future results. Returns are historical and are calculated by determining the percentage change in net asset value (NAV) 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 less than one year is cumulative. Performance is for the stated time period only; due to market volatility, the Fund’s current performance may be lower or higher than quoted. Returns are before taxes unless otherwise noted. For performance as of the most recent month end, please refer to www.eatonvance.com.

Eaton Vance

Global Macro Absolute Return Advantage Fund

October 31, 2011

Performance^2,3

Portfolio Managers Mark Venezia, CFA; John R. Baur; Michael A. Cirami, CFA; Eric Stein, CFA

Since

% Average Annual Total Returns

Inception Date

1 Year

Inception

Class A at NAV

8/31/2010

0.07

0.58

Class A at 4.75% Maximum Sales Charge

—

–4.66

–3.54

Class C at NAV

8/31/2010

–0.62

–0.02

Class C at 1% Maximum Sales Charge

—

–1.61

–0.02

Class I at NAV

8/31/2010

0.37

0.92

Class R at NAV

12/1/2010

—

–0.42

BofA Merrill Lynch 3-Month U.S. Treasury Bill Index

8/31/2010

0.13


Total Annual Operating Expense Ratios⁴	Class A			Class C			Class I			Class R

Gross		2.93	%		3.63	%		2.63	%		3.13	%
Net		1.55			2.25			1.25			1.75

Growth of $250,000

This graph shows the change in value of a hypothetical investment of $250,000 in Class I of the Fund for the period indicated. For comparison, the same investment is shown in the indicated index.


					With Maximum
Growth of $250,000	Period Beginning		At NAV		Sales Charge

Class A		8/31/10	$	251,694	$	239,708

Class C		8/31/10	$	249,936		N.A.

Class R		12/1/10	$	248,946		N.A.

Growth of $10,000

Class A		8/31/10	$	10,068	$	9,588

Class C		8/31/10	$	9,997		N.A.

Class R		12/1/10	$	9,958		N.A.

See Endnotes and Additional Disclosures in this report.

Past performance is no guarantee of future results. Returns are historical and are calculated by determining the percentage change in net asset value (NAV) 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 less than one year is cumulative. Performance is for the stated time period only; due to market volatility, the Fund’s current performance may be lower or higher than quoted. Returns are before taxes unless otherwise noted. For performance as of the most recent month end, please refer to www.eatonvance.com.

Eaton Vance

Global Macro Absolute Return Advantage Fund

October 31, 2011

Fund Profile⁵

Asset Allocation (% of net assets; excluding derivatives)

Foreign Currency Exposure (% of net assets)⁶


China	14.1	%
Serbia	12.0
Malaysia	10.2
Turkey	9.1
South Korea	8.3
Indonesia	7.4
Sweden	6.0
Hong Kong	6.0
Mexico	6.0
Romania	5.8
Platinum	5.8
Philippines	5.2
India	5.1
Chile	4.3
Singapore	4.2
Poland	3.8
Norway	3.0
Kazakhstan	1.0
New Zealand	0.0
Israel	0.0
Australia	0.0
Brazil	-0.0
Gold	-1.1
Japan	-1.1
Croatia	-3.3
Russia	-3.9
South Africa	-4.8
Taiwan	-10.1
Euro	-39.4

Total Long	117.3

Total Short	-63.7

Total Net	53.6

See Endnotes and Additional Disclosures in this report.

Eaton Vance

Global Macro Absolute Return Advantage Fund

October 31, 2011

Endnotes and Additional Disclosures



¹		The views expressed in this report are those of portfolio manager(s) and are current only through the date stated at the top of this page. These views are subject to change at any time based upon market or other conditions, and Eaton Vance and the Fund(s) disclaim any responsibility to update such views. These views may not be relied upon as investment advice and, because investment decisions are based on many factors, may not be relied upon as an indication of trading intent on behalf of any Eaton Vance fund. This commentary may contain statements that are not historical facts, referred to as forward looking statements. The Fund’s actual future results may differ significantly from those stated in any forward looking statement, depending on factors such as changes in securities or financial markets or general economic conditions, the volume of sales and purchases of Fund shares, the continuation of investment advisory, administrative and service contracts, and other risks discussed from time to time in the Fund’s filings with the Securities and Exchange Commission.

²		BofA Merrill Lynch 3-Month U.S. Treasury Bill Index is an unmanaged index of U.S. Treasury securities maturing in 90 days. Index returns do not reflect the effect of any applicable sales charges, commissions, expenses, taxes or leverage, as applicable. It is not possible to invest directly in an index.

³		Total Returns at NAV do not include applicable sales charges. If sales charges were deducted, the returns would be lower. Total Returns shown with maximum sales charge reflect the stated maximum sales charge. Unless otherwise stated, performance does not reflect the deduction of taxes on Fund distributions or redemptions of Fund shares.

⁴		Source: Fund prospectus. Net expense ratio reflects a contractual expense reimbursement that continues through 2/28/13. Without the reimbursement, performance would have been lower.

⁵		Fund primarily invests in an affiliated investment company (Portfolio) with the same objective(s) and policies as the Fund and may also invest directly. References to investments are to the Portfolio’s holdings.

⁶		Currency exposures include all foreign exchange denominated assets, currency derivatives and commodities (including commodity derivatives). Total exposures may exceed 100% due to implicit leverage created by derivatives.

		Fund profile subject to change due to active management.

Eaton Vance

Global Macro Absolute Return Advantage Fund

October 31, 2011

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 and/or service fees; and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of Fund investing 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, 2011 – October 31, 2011).


	Beginning		Ending		Expenses Paid			Annualized
	Account Value		Account Value		During Period*			Expense
	(5/1/11)		(10/31/11)		(5/1/11 – 10/31/11)			Ratio


Actual
Class A	$	1,000.00	$	982.40	$	9.59	**		1.92	%
Class C	$	1,000.00	$	979.40	$	12.97	**		2.60	%
Class I	$	1,000.00	$	984.40	$	8.00	**		1.60	%
Class R	$	1,000.00	$	981.40	$	10.64	**		2.13	%





Hypothetical
(5% return per year before expenses)
Class A	$	1,000.00	$	1,015.50	$	9.75	**		1.92	%
Class C	$	1,000.00	$	1,012.10	$	13.19	**		2.60	%
Class I	$	1,000.00	$	1,017.10	$	8.13	**		1.60	%
Class R	$	1,000.00	$	1,014.50	$	10.82	**		2.13	%


*	Expenses are equal to the Fund’s annualized expense ratio for the indicated Class, 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, 2011. 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

October 31, 2011

Statement of Assets and Liabilities


Assets	October 31, 2011

Investment in Global Macro Absolute Return Advantage Portfolio, at value (identified cost, $846,891,373)	$	845,315,308
Receivable for Fund shares sold		4,918,697
Receivable from affiliate		45,815


Total assets	$	850,279,820





Liabilities

Payable for Fund shares redeemed	$	3,564,540
Payable to affiliates:
Distribution and service fees		163,156
Trustees’ fees		42
Accrued expenses		279,502


Total liabilities	$	4,007,240


Net Assets	$	846,272,580





Sources of Net Assets

Paid-in capital	$	841,009,335
Accumulated net realized loss from Portfolio		(4,606,840	)
Accumulated undistributed net investment income		11,446,150
Net unrealized depreciation from Portfolio		(1,576,065	)


Total	$	846,272,580





Class A Shares

Net Assets	$	268,739,304
Shares Outstanding		26,729,241
Net Asset Value and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	10.05
Maximum Offering Price Per Share
(100 ¸ 95.25 of net asset value per share)	$	10.55





Class C Shares

Net Assets	$	112,832,516
Shares Outstanding		11,303,752
Net Asset Value and Offering Price Per Share*
(net assets ¸ shares of beneficial interest outstanding)	$	9.98





Class I Shares

Net Assets	$	463,075,744
Shares Outstanding		45,891,327
Net Asset Value, Offering Price and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	10.09





Class R Shares

Net Assets	$	1,625,016
Shares Outstanding		161,824
Net Asset Value, Offering Price and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	10.04

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.

See Notes to Financial Statements.

Eaton Vance

Global Macro Absolute Return Advantage Fund

October 31, 2011

Statement of Operations


	Year Ended
Investment Income	October 31, 2011

Interest allocated from Portfolio (net of foreign taxes, $365,979)	$	21,424,608
Expenses allocated from Portfolio		(8,656,387	)


Total investment income from Portfolio	$	12,768,221





Expenses

Distribution and service fees
Class A	$	648,689
Class C		786,549
Class R		2,470
Trustees’ fees and expenses		500
Custodian fee		35,440
Transfer and dividend disbursing agent fees		494,102
Legal and accounting services		35,978
Printing and postage		75,895
Registration fees		279,497
Miscellaneous		16,865


Total expenses	$	2,375,985


Deduct —
Allocation of expenses to affiliate	$	438,517


Total expense reductions	$	438,517



Net expenses	$	1,937,468



Net investment income	$	10,830,753





Realized and Unrealized Gain (Loss) from Portfolio

Net realized gain (loss) —
Investment transactions (including a gain of $392,510 from precious metals)	$	(4,192,680	)
Written options		75,520
Futures contracts		(779,648	)
Swap contracts		1,626,300
Forward commodity contracts		(1,758,074	)
Foreign currency and forward foreign currency exchange contract transactions		(6,780,679	)


Net realized loss	$	(11,809,261	)


Change in unrealized appreciation (depreciation) —
Investments (including net decrease of $2,664,082 from precious metals)	$	(14,881,460	)
Securities sold short		1,686,662
Futures contracts		1,648,258
Swap contracts		618,649
Forward commodity contracts		(823,409	)
Foreign currency and forward foreign currency exchange contracts		10,108,643


Net change in unrealized appreciation (depreciation)	$	(1,642,657	)



Net realized and unrealized loss	$	(13,451,918	)



Net decrease in net assets from operations	$	(2,621,165	)

See Notes to Financial Statements.

Eaton Vance

Global Macro Absolute Return Advantage Fund

October 31, 2011

Statements of Changes in Net Assets


	Year Ended			Period Ended
Increase (Decrease) in Net Assets	October 31, 2011			October 31, 2010⁽¹⁾

From operations —
Net investment income	$	10,830,753		$	123,134
Net realized loss from investment transactions, written options, futures contracts, swap contracts, forward commodity contracts, and foreign currency and forward foreign currency exchange contract transactions		(11,809,261	)		(92,651	)
Net change in unrealized appreciation (depreciation) from investments, securities sold short, futures contracts, swap contracts, forward commodity contracts, foreign currency and forward foreign currency exchange contracts		(1,642,657	)		66,592


Net increase (decrease) in net assets from operations	$	(2,621,165	)	$	97,075


Distributions to shareholders —
From net realized gain
Class A	$	(225,570	)	$	—
Class C		(73,599	)		—
Class I		(260,981	)		—
Class R		(132	)		—


Total distributions to shareholders	$	(560,282	)	$	—


Transactions in shares of beneficial interest —
Proceeds from sale of shares
Class A	$	359,517,372		$	36,236,698
Class C		116,978,555			8,825,064
Class I		620,698,978			76,244,437
Class R		1,817,382			—
Net asset value of shares issued to shareholders in payment of distributions declared
Class A		201,497			—
Class C		51,842			—
Class I		156,721			—
Class R		131			—
Cost of shares redeemed
Class A		(125,933,928	)		(18,907	)
Class C		(11,865,026	)		(65,000	)
Class I		(212,911,428	)		(20,394,296	)
Class R		(183,140	)		—


Net increase in net assets from Fund share transactions	$	748,528,956		$	100,827,996



Net increase in net assets	$	745,347,509		$	100,925,071





Net Assets

At beginning of period	$	100,925,071		$	—


At end of period	$	846,272,580		$	100,925,071





Accumulated undistributed net investment income included in net assets

At end of period	$	11,446,150		$	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

October 31, 2011

Financial Highlights


	Class A

	Year Ended			Period Ended
	October 31, 2011			October 31, 2010⁽¹⁾

Net asset value — Beginning of period	$	10.060		$	10.000





Income (Loss) From Operations

Net investment income⁽²⁾	$	0.171		$	0.028
Net realized and unrealized gain (loss)		(0.163	)		0.032


Total income from operations	$	0.008		$	0.060





Less Distributions

From net realized gain	$	(0.018	)	$	—


Total distributions	$	(0.018	)	$	—



Net asset value — End of period	$	10.050		$	10.060



Total Return⁽³⁾		0.07	%		0.60	%⁽⁴⁾





Ratios/Supplemental Data

Net assets, end of period (000’s omitted)	$	268,739		$	36,143
Ratios (as a percentage of average daily net assets):
Expenses^(5)(6)(7)		1.80	%⁽⁸⁾		1.55	%⁽⁹⁾
Net investment income		1.69	%		1.69	%⁽⁹⁾
Portfolio Turnover of the Portfolio		50	%		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⁾		Excludes the effect of custody fee credits, if any, of less than 0.005%.
⁽⁷⁾		The investment adviser and administrator reimbursed certain operating expenses (equal to 0.07% and 1.38% of average daily net assets for the year ended October 31, 2011 and for the period from the start of business, August 31, 2010, to October 31, 2010, respectively). Absent this reimbursement, total return would be lower.
⁽⁸⁾		Includes interest expense on securities sold short of 0.25%.
⁽⁹⁾		Annualized.

See Notes to Financial Statements.

Eaton Vance

Global Macro Absolute Return Advantage Fund

October 31, 2011

Financial Highlights — continued


	Class C

	Year Ended			Period Ended
	October 31, 2011			October 31, 2010⁽¹⁾

Net asset value — Beginning of period	$	10.060		$	10.000





Income (Loss) From Operations

Net investment income⁽²⁾	$	0.101		$	0.015
Net realized and unrealized gain (loss)		(0.163	)		0.045


Total income (loss) from operations	$	(0.062	)	$	0.060





Less Distributions

From net realized gain	$	(0.018	)	$	—


Total distributions	$	(0.018	)	$	—



Net asset value — End of period	$	9.980		$	10.060



Total Return⁽³⁾		(0.62	)%		0.60	%⁽⁴⁾





Ratios/Supplemental Data

Net assets, end of period (000’s omitted)	$	112,833		$	8,747
Ratios (as a percentage of average daily net assets):
Expenses^(5)(6)(7)		2.49	%⁽⁸⁾		2.25	%⁽⁹⁾
Net investment income		1.01	%		0.89	%⁽⁹⁾
Portfolio Turnover of the Portfolio		50	%		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⁾		Excludes the effect of custody fee credits, if any, of less than 0.005%.
⁽⁷⁾		The investment adviser and administrator reimbursed certain operating expenses (equal to 0.07% and 1.38% of average daily net assets for the year ended October 31, 2011 and for the period from the start of business, August 31, 2010, to October 31, 2010, respectively). Absent this reimbursement, total return would be lower.
⁽⁸⁾		Includes interest expense on securities sold short of 0.24%.
⁽⁹⁾		Annualized.

See Notes to Financial Statements.

Eaton Vance

Global Macro Absolute Return Advantage Fund

October 31, 2011

Financial Highlights — continued


	Class I

	Year Ended			Period Ended
	October 31, 2011			October 31, 2010⁽¹⁾

Net asset value — Beginning of period	$	10.070		$	10.000





Income (Loss) From Operations

Net investment income⁽²⁾	$	0.204		$	0.025
Net realized and unrealized gain (loss)		(0.166	)		0.045


Total income from operations	$	0.038		$	0.070





Less Distributions

From net realized gain	$	(0.018	)	$	—


Total distributions	$	(0.018	)	$	—



Net asset value — End of period	$	10.090		$	10.070



Total Return⁽³⁾		0.37	%		0.70	%⁽⁴⁾





Ratios/Supplemental Data

Net assets, end of period (000’s omitted)	$	463,076		$	56,036
Ratios (as a percentage of average daily net assets):
Expenses^(5)(6)(7)		1.50	%⁽⁸⁾		1.25	%⁽⁹⁾
Net investment income		2.02	%		1.50	%⁽⁹⁾
Portfolio Turnover of the Portfolio		50	%		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⁾		Excludes the effect of custody fee credits, if any, of less than 0.005%.
⁽⁷⁾		The investment adviser and administrator reimbursed certain operating expenses (equal to 0.07% and 1.38% of average daily net assets for the year ended October 31, 2011 and for the period from the start of business, August 31, 2010, to October 31, 2010, respectively). Absent this reimbursement, total return would be lower.
⁽⁸⁾		Includes interest expense on securities sold short of 0.25%.
⁽⁹⁾		Annualized.

See Notes to Financial Statements.

Eaton Vance

Global Macro Absolute Return Advantage Fund

October 31, 2011

Financial Highlights — continued


	Class R

	Period Ended
	October 31, 2011⁽¹⁾

Net asset value — Beginning of period	$	10.100





Income (Loss) From Operations

Net investment income⁽²⁾	$	0.138
Net realized and unrealized loss		(0.180	)


Total loss from operations	$	(0.042	)





Less Distributions

From net realized gain	$	(0.018	)


Total distributions	$	(0.018	)



Net asset value — End of period	$	10.040



Total Return⁽³⁾		(0.42	)%⁽⁴⁾





Ratios/Supplemental Data

Net assets, end of period (000’s omitted)	$	1,625
Ratios (as a percentage of average daily net assets):
Expenses^(5)(6)(7)		2.10	%⁽⁸⁾⁽⁹⁾
Net investment income		1.50	%⁽⁹⁾
Portfolio Turnover of the Portfolio		50	%⁽¹⁰⁾


⁽¹⁾		For the period from commencement of operations on December 1, 2010 to October 31, 2011.
⁽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 investment adviser and administrator reimbursed certain operating expenses (equal to 0.07% of average daily net assets for the period from commencement of operations on December 1, 2010 to October 31, 2011). Absent this reimbursement, total return would be lower.
⁽⁸⁾		Includes interest expense on securities sold short of 0.35%.
⁽⁹⁾		Annualized.
⁽¹⁰⁾		For the Portfolio’s year ended October 31, 2011.

See Notes to Financial Statements.

Eaton Vance

Global Macro Absolute Return Advantage Fund

October 31, 2011

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 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 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 (79.3% at October 31, 2011). 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.

At October 31, 2011, the Fund, for federal income tax purposes, had a capital loss carryforward of $1,930,922 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, 2019. In addition, such capital loss carryforward cannot be utilized prior to the utilization of new capital losses, if any, created after October 31, 2011.

As of October 31, 2011, the Fund had no uncertain tax positions that would require financial statement recognition, de-recognition, or disclosure. Each of the Fund’s federal tax returns filed since the start of business on August 31, 2010 to October 31, 2011 remains subject to examination by the Internal Revenue Service.

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

Eaton Vance

Global Macro Absolute Return Advantage Fund

October 31, 2011

Notes to Financial Statements — continued

2 Distributions to Shareholders

The tax character of distributions declared for the year ended October 31, 2011 and for the period from the start of business on August 31, 2010 to October 31, 2010 was as follows:


	Year Ended October 31,

	2011		2010


Distributions declared from:
Ordinary income	$	94,314	$	—
Long-term capital gains	$	465,968	$	—

During the year ended October 31, 2011, accumulated undistributed net investment income was increased by $442,148, accumulated net realized loss was decreased by $7,532,113 and paid-in capital was decreased by $7,974,261 due to differences between book and tax accounting, primarily for swap contracts, premium amortization, dividend redesignations, foreign currency gain (loss) and the Portfolio’s investment in a subsidiary. These reclassifications had no effect on the net assets or net asset value per share of the Fund.

As of October 31, 2011, the components of distributable earnings (accumulated losses) and unrealized appreciation (depreciation) on a tax basis were as follows:




Undistributed ordinary income	$	18,030,289
Capital loss carryforward	$	(1,930,922	)
Net unrealized depreciation	$	(10,836,122	)

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, partnership allocations 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 year ended October 31, 2011, 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 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 expenses to the extent that total annual operating expenses (relating to ordinary operating expenses only) exceed 1.55%, 2.25%, 1.25% and 1.75% of the Fund’s average daily net assets for Class A, Class C, Class I and Class R, respectively. This agreement may be changed or terminated after February 28, 2013. Pursuant to this agreement, EVM was allocated $438,517 of the Fund’s operating expenses for the year ended October 31, 2011.

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, 2011, EVM earned $13,143 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 $116,449 as its portion of the sales charge on sales of Class A shares for the year ended October 31, 2011. 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).

Eaton Vance

Global Macro Absolute Return Advantage Fund

October 31, 2011

Notes to Financial Statements — continued

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 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. Pursuant to the Class C Plan, the Fund pays EVD amounts equal to 0.75% per annum of its average daily net assets attributable to Class C shares for providing ongoing distribution services and facilities to the Fund. For the year ended October 31, 2011, the Fund paid or accrued to EVD $589,912 for Class C shares. 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, 2011, the Fund paid or accrued to EVD $1,235 for Class R shares.

Pursuant to the Class C and Class R Plans, the Fund also makes 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, 2011 amounted to $196,637 and $1,235 for Class C and Class R shares, respectively.

5 Contingent Deferred Sales Charges

6 Investment Transactions

For the year ended October 31, 2011, increases and decreases in the Fund’s investment in the Portfolio aggregated $830,314,530 and $71,014,782, respectively.

7 Shares of Beneficial Interest


	Year Ended			Period Ended
Class A	October 31, 2011			October 31, 2010⁽¹⁾


Sales		35,604,483			3,593,554
Issued to shareholders electing to receive payments of distributions in Fund shares		20,049			—
Redemptions		(12,486,972	)		(1,873	)



Net increase		23,137,560			3,591,681

Eaton Vance

Global Macro Absolute Return Advantage Fund

October 31, 2011

Notes to Financial Statements — continued


	Year Ended			Period Ended
Class C	October 31, 2011			October 31, 2010⁽¹⁾


Sales		11,610,484			875,926
Issued to shareholders electing to receive payments of distributions in Fund shares		5,168			—
Redemptions		(1,181,384	)		(6,442	)



Net increase		10,434,268			869,484





	Year Ended			Period Ended
Class I	October 31, 2011			October 31, 2010⁽¹⁾


Sales		61,387,710			7,585,243
Issued to shareholders electing to receive payments of distributions in Fund shares		15,578			—
Redemptions		(21,077,892	)		(2,019,312	)



Net increase		40,325,396			5,565,931





	Period Ended
Class R	October 31, 2011⁽²⁾


Sales		179,969
Issued to shareholders electing to receive payments of distributions in Fund shares		13
Redemptions		(18,158	)



Net increase		161,824


⁽¹⁾		For the period from the start of business on August 31, 2010 to October 31, 2010.
⁽²⁾		For the period from commencement of operations on December 1, 2010 to October 31, 2011.

Eaton Vance

Global Macro Absolute Return Advantage Fund

October 31, 2011

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, 2011, and the related statement of operations for the year then ended and the statement of changes in net assets and the financial highlights for the year then ended and 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 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, such 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, 2011, the results of its operations for the year then ended and the changes in its net assets and the financial highlights for the year then ended and 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 21, 2011

Eaton Vance

Global Macro Absolute Return Advantage Fund

October 31, 2011

Federal Tax Information (Unaudited)

The Form 1099-DIV you receive in January 2012 will show the tax status of all distributions paid to your account in calendar year 2011. 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 capital gains dividends and the foreign tax credit.

Capital Gains Dividends. The Fund designates $467,449 as a capital gain dividend.

Foreign Tax Credit. The Fund paid taxes of $365,979 and recognized foreign source of income of $23,875,948.

Global Macro Absolute Return Advantage Portfolio

October 31, 2011

Consolidated Portfolio of Investments


Foreign Government Bonds — 25.4%

		Principal
Security		Amount		Value



Chile — 4.2%

Government of Chile, 3.00%, 1/1/15⁽¹⁾	CLP		3,757,676,600	$	7,764,229
Government of Chile, 6.00%, 1/1/18	CLP		12,520,000,000		26,527,732
Government of Chile, 6.00%, 3/1/18	CLP		4,975,000,000		10,541,172


Total Chile				$	44,833,133




Georgia — 0.3%

Bank of Georgia Promissory Note, 7.00%, 5/18/12	USD		3,100,000	$	3,120,014


Total Georgia				$	3,120,014




Germany — 3.7%

Bundesrepublik Deutschland, 4.00%, 1/4/37	EUR		23,400,000	$	39,026,324


Total Germany				$	39,026,324




Mexico — 0.1%

Mexican Bonos, 8.00%, 12/19/13	MXN		17,430,000	$	1,399,918


Total Mexico				$	1,399,918




Philippines — 1.5%

Philippine Government Bond, 5.75%, 2/21/12	PHP		275,970,000	$	6,557,878
Philippine Government International Bond, 6.25%, 1/14/36	PHP		417,000,000		9,533,793


Total Philippines				$	16,091,671




Serbia — 5.3%

Serbia Treasury Bill, 0.00%, 9/6/12	RSD		2,967,000,000	$	36,773,724
Serbia Treasury Bill, 0.00%, 10/5/12	RSD		88,910,000		1,091,044
Serbia Treasury Bill, 0.00%, 10/25/12	RSD		83,740,000		1,020,509
Serbia Treasury Bill, 0.00%, 2/21/13	RSD		1,315,000,000		15,370,949
Serbia Treasury Bill, 0.00%, 4/4/13	RSD		47,530,000		548,241
Serbia Treasury Bill, 0.00%, 7/4/13	RSD		155,420,000		1,742,386


Total Serbia				$	56,546,853




South Africa — 1.6%

Republic of South Africa, 2.75%, 1/31/22⁽¹⁾	ZAR		58,800,253	$	7,634,289
South Africa Government Bond – CPI Linked, 2.50%, 1/31/17⁽¹⁾	ZAR		34,924,489		4,717,101
South Africa Government Bond – CPI Linked, 2.60%, 3/31/28⁽¹⁾	ZAR		28,509,309		3,589,037
South Africa Government Bond – CPI Linked, 5.50%, 12/7/23⁽¹⁾	ZAR		5,178,250		843,151


Total South Africa				$	16,783,578




Sri Lanka — 0.1%

Republic of Sri Lanka, 6.25%, 10/4/20⁽²⁾	USD		1,040,000	$	1,063,400


Total Sri Lanka				$	1,063,400




Turkey — 6.8%

Turkey Government Bond, 0.00%, 11/7/12	TRY		52,915,000	$	27,138,028
Turkey Government Bond, 3.00%, 1/6/21⁽¹⁾	TRY		48,574,290		27,673,941
Turkey Government Bond, 4.00%, 4/1/20⁽¹⁾	TRY		11,589,240		7,028,647
Turkey Government Bond, 8.00%, 10/9/13	TRY		18,900,000		10,468,531


Total Turkey				$	72,309,147




Venezuela — 1.8%

Bolivarian Republic of Venezuela, 7.00%, 3/31/38⁽³⁾	USD		28,233,000	$	16,304,558
Bolivarian Republic of Venezuela, 9.25%, 5/7/28⁽³⁾	USD		4,816,900		3,227,323


Total Venezuela				$	19,531,881



Total Foreign Government Bonds
(identified cost $272,140,786)				$	270,705,919




Precious Metals — 6.0%

Description		Troy Ounces		Value


Gold⁽⁴⁾			20,797	$	35,749,012
Platinum⁽⁴⁾			17,693		28,322,114



Total Precious Metals
(identified cost $67,270,967)				$	64,071,126

Interest Rate Swaptions — 0.1%

Expiration

Notional

Description

Date

Amount

Value

Options to receive 3-month USD-LIBOR-BBA Rate and pay 4.60%

8/26/14

24,000,000

1,106,880

Total Interest Rate Swaptions

(identified cost $1,495,200)

1,106,880

See Notes to Consolidated Financial Statements.

Global Macro Absolute Return Advantage Portfolio

October 31, 2011

Consolidated Portfolio of Investments — continued

Put Options Purchased — 0.2%

Number of

Strike

Expiration

Description

Contracts

Price

Date

Value

KOSPI 200 Index

78,814,000

KRW

235

2/9/12

600,463

KOSPI 200 Index

27,745,000

KRW

200

10/11/12

208,721

KOSPI 200 Index

66,800,000

KRW

200

12/13/12

556,979

Light Sweet Crude Oil Future 12/11

USD

11/15/11

1,680

Total Put Options Purchased

(identified cost $1,745,618)

1,367,843


Short-Term Investments — 67.5%

Foreign Government Securities — 41.2%

		Principal
		Amount
Security		(000’s omitted)		Value



Brazil — 0.9%

Letras Do Tesouro Nacional, 0.00%, 4/1/12	BRL		17,957	$	10,016,070


Total Brazil				$	10,016,070




Chile — 0.0%⁽⁵⁾

Banco Central de Chile, 0.00%, 1/18/12	CLP		145,000	$	293,318


Total Chile				$	293,318




Georgia — 1.0%

Bank of Georgia Promissory Note, 7.00%, 2/22/12	USD		1,500	$	1,509,265
Bank of Georgia Promissory Note, 7.00%, 3/9/12	USD		1,800		1,811,545
Bank of Georgia Promissory Note, 7.00%, 4/9/12	USD		1,800		1,811,706
Bank of Georgia Promissory Note, 7.00%, 6/18/12	USD		3,300		3,321,626
Bank of Georgia Promissory Note, 9.00%, 12/7/11	USD		1,850		1,860,365


Total Georgia				$	10,314,507




Hong Kong — 4.8%

Hong Kong Treasury Bill, 0.00%, 11/2/11	HKD		30,500	$	3,926,439
Hong Kong Treasury Bill, 0.00%, 11/9/11	HKD		87,500		11,263,742
Hong Kong Treasury Bill, 0.00%, 11/16/11	HKD		31,500		4,054,247
Hong Kong Treasury Bill, 0.00%, 11/23/11	HKD		27,000		3,474,351
Hong Kong Treasury Bill, 0.00%, 11/30/11	HKD		43,500		5,598,787
Hong Kong Treasury Bill, 0.00%, 12/7/11	HKD		61,000		7,847,586
Hong Kong Treasury Bill, 0.00%, 12/21/11	HKD		35,000		4,504,460
Hong Kong Treasury Bill, 0.00%, 1/11/12	HKD		32,500		4,181,367
Hong Kong Treasury Bill, 0.00%, 1/18/12	HKD		15,000		1,931,012
Hong Kong Treasury Bill, 0.00%, 1/26/12	HKD		34,000		4,374,007


Total Hong Kong				$	51,155,998




Indonesia — 0.1%

Indonesia Treasury Bill, 0.00%, 1/19/12	IDR		3,800,000	$	424,628
Indonesia Treasury Bill, 0.00%, 2/9/12	IDR		6,108,000		681,335


Total Indonesia				$	1,105,963




Israel — 0.3%

Israel Treasury Bill, 0.00%, 2/29/12	ILS		11,854	$	3,243,254


Total Israel				$	3,243,254




Kazakhstan — 1.0%

Kazakhstan National Bank, 0.00%, 11/4/11	KZT		410,594	$	2,774,708
Kazakhstan National Bank, 0.00%, 11/25/11	KZT		1,111,230		7,507,054
Kazakhstan National Bank, 0.00%, 3/4/12	KZT		17,124		115,286


Total Kazakhstan				$	10,397,048




Malaysia — 13.9%

Bank Negara Monetary Note, 0.00%, 11/1/11	MYR		54,019	$	17,606,399
Bank Negara Monetary Note, 0.00%, 11/10/11	MYR		15,840		5,157,608
Bank Negara Monetary Note, 0.00%, 11/15/11	MYR		39,008		12,701,067
Bank Negara Monetary Note, 0.00%, 11/17/11	MYR		86,634		28,203,800
Bank Negara Monetary Note, 0.00%, 11/24/11	MYR		29,688		9,659,727
Bank Negara Monetary Note, 0.00%, 12/8/11	MYR		28,247		9,181,358
Bank Negara Monetary Note, 0.00%, 12/15/11	MYR		39,896		12,960,305
Bank Negara Monetary Note, 0.00%, 12/22/11	MYR		20,413		6,627,356
Bank Negara Monetary Note, 0.00%, 1/10/12	MYR		99,424		32,232,688
Bank Negara Monetary Note, 0.00%, 1/12/12	MYR		41,518		13,457,631


Total Malaysia				$	147,787,939




Mexico — 4.5%

Mexico Treasury Bill, 0.00%, 11/3/11	MXN		110,343	$	8,278,830
Mexico Treasury Bill, 0.00%, 11/10/11	MXN		80,529		6,037,726
Mexico Treasury Bill, 0.00%, 11/17/11	MXN		441,000		33,037,773


Total Mexico				$	47,354,329




Philippines — 2.4%

Philippine Treasury Bill, 0.00%, 11/2/11	PHP		192,330	$	4,510,825
Philippine Treasury Bill, 0.00%, 11/9/11	PHP		7,530		176,538
Philippine Treasury Bill, 0.00%, 11/23/11	PHP		38,160		893,875

See Notes to Consolidated Financial Statements.

Global Macro Absolute Return Advantage Portfolio

October 31, 2011

Consolidated Portfolio of Investments — continued


		Principal
		Amount
Security		(000’s omitted)		Value


Philippines (continued)


Philippine Treasury Bill, 0.00%, 12/7/11	PHP		171,350	$	4,010,029
Philippine Treasury Bill, 0.00%, 1/11/12	PHP		234,300		5,481,001
Philippine Treasury Bill, 0.00%, 1/25/12	PHP		50,310		1,176,028
Philippine Treasury Bill, 0.00%, 2/8/12	PHP		27,290		637,700
Philippine Treasury Bill, 0.00%, 2/22/12	PHP		129,540		3,026,595
Philippine Treasury Bill, 0.00%, 3/7/12	PHP		207,270		4,838,123
Philippine Treasury Bill, 0.00%, 8/22/12	PHP		45,450		1,053,221


Total Philippines				$	25,803,935




Romania — 5.5%

Romania Treasury Bill, 0.00%, 11/9/11	RON		6,480	$	2,064,229
Romania Treasury Bill, 0.00%, 12/14/11	RON		5,400		1,710,610
Romania Treasury Bill, 0.00%, 12/28/11	RON		8,490		2,681,629
Romania Treasury Bill, 0.00%, 3/21/12	RON		38,710		12,045,808
Romania Treasury Bill, 0.00%, 4/11/12	RON		39,760		12,320,523
Romania Treasury Bill, 0.00%, 5/2/12	RON		49,540		15,314,506
Romania Treasury Bill, 0.00%, 6/20/12	RON		16,140		4,944,528
Romania Treasury Bill, 0.00%, 7/11/12	RON		14,840		4,528,179
Romania Treasury Bill, 0.00%, 8/16/12	RON		9,840		2,976,157


Total Romania				$	58,586,169




Serbia — 3.0%

Serbia Treasury Bill, 0.00%, 2/14/12	RSD		250,000	$	3,315,074
Serbia Treasury Bill, 0.00%, 3/22/12	RSD		998,960		13,088,943
Serbia Treasury Bill, 0.00%, 4/26/12	RSD		417,930		5,413,188
Serbia Treasury Bill, 0.00%, 6/7/12	RSD		213,200		2,722,766
Serbia Treasury Bill, 0.00%, 7/6/12	RSD		608,760		7,705,204


Total Serbia				$	32,245,175




South Korea — 1.7%

Korea Monetary Stabilization Bond, 0.00%, 11/8/11	KRW		7,732,790	$	6,972,871
Korea Monetary Stabilization Bond, 0.00%, 11/15/11	KRW		4,733,930		4,265,610
Korea Monetary Stabilization Bond, 0.00%, 11/22/11	KRW		2,762,290		2,487,554
Korea Monetary Stabilization Bond, 0.00%, 12/14/11	KRW		1,952,030		1,754,188
Korea Monetary Stabilization Bond, 0.00%, 1/17/12	KRW		3,025,530		2,710,404


Total South Korea				$	18,190,627




Turkey — 2.1%

Turkey Government Bond, 0.00%, 11/16/11	TRY		40,102	$	22,587,411


Total Turkey				$	22,587,411



Total Foreign Government Securities
(identified cost $447,934,095)				$	439,081,743




U.S. Treasury Obligations — 5.8%

		Principal
		Amount
Security		(000’s omitted)		Value


U.S. Treasury Bill, 0.00%, 11/10/11⁽⁶⁾		$	38,632	$	38,631,923
U.S. Treasury Bill, 0.00%, 11/17/11⁽⁶⁾			22,936		22,935,662



Total U.S. Treasury Obligations
(identified cost $61,567,828)				$	61,567,585




Repurchase Agreements — 12.0%

		Principal
		Amount
Description		(000’s omitted)		Value


Bank of America:
Dated 10/20/11 with a maturity date of 1/11/12, an interest rate of 0.73% and repurchase proceeds of EUR 3,931,488, collateralized by EUR 4,000,000 Spain Government Bond 4.60%, due 7/30/19 and a market value, including accrued interest, of $5,396,112.	EUR		3,925	$	5,431,299
Dated 10/21/11 with a maturity date of 11/22/11, an interest rate of 0.48% and repurchase proceeds of EUR 4,078,322, collateralized by EUR 4,000,000 Government of France 4.00%, due 10/25/38 and a market value, including accrued interest, of $5,642,751.	EUR		4,077		5,641,068
Dated 10/27/11 with a maturity date of 11/10/11, an interest rate of 0.84% and repurchase proceeds of EUR 14,085,846, collateralized by EUR 12,800,000 Government of France 3.75%, due 4/25/17 and a market value, including accrued interest, of $19,374,219.	EUR		14,083		19,486,039

See Notes to Consolidated Financial Statements.

Global Macro Absolute Return Advantage Portfolio

October 31, 2011

Consolidated Portfolio of Investments — continued

Principal

Amount

Description

(000’s omitted)

Value

Bank of America: (continued)

Dated 10/27/11 with a maturity date of 11/22/11, an interest rate of 0.72% and repurchase proceeds of EUR 15,951,412, collateralized by EUR 15,340,000 Government of France 4.00%, due 10/25/38 and a market value, including accrued interest, of $21,639,952.

EUR

15,944

22,062,261

Dated 10/31/11 with a maturity date of 12/5/11, an interest rate of 0.47% and repurchase proceeds of EUR 7,167,055, collateralized by EUR 6,550,000 Government of France 3.75%, due 4/25/17 and a market value, including accrued interest, of $9,914,151.

EUR

7,164

9,912,913

Citibank:

Dated 8/2/11 with a maturity date of 11/7/11, an interest rate of 0.95% and repurchase proceeds of EUR 1,385,929, collateralized by EUR 1,400,000 Belgium Kingdom Government Bond 3.75%, due 9/28/20 and a market value, including accrued interest, of $1,881,264.

EUR

1,383

1,912,965

Dated 10/27/11 with a maturity date of 11/25/11, an interest rate of 0.48% and repurchase proceeds of EUR 25,442,827, collateralized by EUR 24,875,000 Government of France 4.00%, due 10/25/38 and a market value, including accrued interest, of $35,090,861.

EUR

25,435

35,193,978

Dated 10/31/11 with a maturity date of 11/28/11, an interest rate of 0.68% and repurchase proceeds of EUR 13,188,125, collateralized by EUR 13,660,000 Belgium Kingdom Government Bond 3.75%, due 9/28/20 and a market value, including accrued interest, of $18,355,758.

EUR

13,182

18,239,795

Dated 10/31/11 with a maturity date of 12/5/11, an interest rate of 0.48% and repurchase proceeds of EUR 7,082,421, collateralized by EUR 6,480,000 Government of France 3.75%, due 4/25/17 and a market value, including accrued interest, of $9,808,198.

EUR

7,079

9,795,766

Total Repurchase Agreements

(identified cost $129,666,293)

127,676,084

Other Securities — 8.5%

Interest

Description

(000’s omitted)

Value

Eaton Vance Cash Reserves Fund, LLC, 0.12%⁽⁷⁾

91,158

91,157,558

Total Other Securities

(identified cost $91,157,558)

91,157,558

Total Short-Term Investments

(identified cost $730,325,774)

719,482,970

Total Investments — 99.2%

(identified cost $1,072,978,345)

1,056,734,738

Other Assets, Less Liabilities — 0.8%

9,008,527

Net Assets — 100.0%

1,065,743,265

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


BRL		- Brazilian Real
CLP		- Chilean Peso
EUR		- Euro
HKD		- Hong Kong Dollar
IDR		- Indonesian Rupiah
ILS		- Israeli Shekel
KRW		- South Korean Won
KZT		- Kazak Tenge
MXN		- Mexican Peso
MYR		- Malaysian Ringgit
PHP		- Philippine Peso
RON		- Romanian Leu
RSD		- Serbian Dinar
TRY		- New Turkish Lira
USD		- United States Dollar
ZAR		- South African Rand


⁽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, 2011, the aggregate value of these securities is $1,063,400 or 0.1% of the Portfolio’s net assets.

⁽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⁾		Non-income producing.

See Notes to Consolidated Financial Statements.

Global Macro Absolute Return Advantage Portfolio

October 31, 2011

Consolidated Portfolio of Investments — continued


⁽⁵⁾		Amount is less than 0.05%.

⁽⁶⁾		Security (or a portion thereof) has been pledged to cover collateral requirements on open financial contracts.

⁽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, 2011.


Securities Sold Short

Foreign Government Bonds

		Principal
		Amount
Security		(000’s omitted)			Value



Belgium

Belgium Kingdom Government Bond, 3.75%, 9/28/20	EUR		(15,060	)	$	(20,164,229	)


Total Belgium					$	(20,164,229	)



France

Government of France, 3.75%, 4/25/17	EUR		(25,830	)	$	(38,398,885	)
Government of France, 4.00%, 10/25/38	EUR		(44,215	)		(62,326,631	)


Total France					$	(100,725,516	)



Spain

Spain Government Bond, 4.60%, 7/30/19	EUR		(4,000	)	$	(5,330,544	)


Total Spain					$	(5,330,544	)


Total Foreign Government Bonds
(proceeds $128,346,771)					$	(126,220,289	)


Total Securities Sold Short
(proceeds $128,346,771)					$	(126,220,289	)

See Notes to Consolidated Financial Statements.

Global Macro Absolute Return Advantage Portfolio

October 31, 2011

Consolidated Statement of Assets and Liabilities


Assets	October 31, 2011

Investments —
Securities of unaffiliated issuers, at value (identified cost, $914,549,820)	$	901,506,054
Affiliated investment, at value (identified cost, $91,157,558)		91,157,558
Precious metals, at value (identified cost, $67,270,967)		64,071,126


Total Investments, at value (identified cost, $1,072,978,345)	$	1,056,734,738


Cash	$	10,714,883
Foreign currency — Yuan Renminbi, at value (identified cost, $117,461,394)		118,934,693
Interest receivable		3,410,483
Interest receivable from affiliated investment		7,926
Receivable for investments sold		72,577,836
Receivable for variation margin on open futures contracts		739,393
Receivable for open forward commodity contracts		447,630
Receivable for open forward foreign currency exchange contracts		15,921,212
Receivable for closed forward foreign currency exchange contracts		1,096,445
Receivable for open swap contracts		5,002,352
Premium paid on open swap contracts		13,209,826


Total assets	$	1,298,797,417





Liabilities

Payable for investments purchased	$	90,776,094
Payable for securities sold short, at value (proceeds, $128,346,771)		126,220,289
Payable for open forward commodity contracts		1,485,755
Payable for open forward foreign currency exchange contracts		5,079,185
Payable for closed forward foreign currency exchange contracts		25,339
Payable for open swap contracts		4,658,361
Payable for closed swap contracts		221,634
Premium received on open swap contracts		429,640
Due to custodian — foreign currency, at value (identified cost, $2,015,636)		2,001,455
Payable to affiliates:
Investment adviser fee		870,388
Trustees’ fees		2,464
Interest payable for securities sold short		895,856
Accrued expenses		387,692


Total liabilities	$	233,054,152


Net Assets applicable to investors’ interest in Portfolio	$	1,065,743,265





Sources of Net Assets

Net proceeds from capital contributions and withdrawals	$	1,066,437,282
Net unrealized depreciation		(694,017	)


Total	$	1,065,743,265

See Notes to Consolidated Financial Statements.

Global Macro Absolute Return Advantage Portfolio

October 31, 2011

Consolidated Statement of Operations


	Year Ended
Investment Income	October 31, 2011

Interest (net of foreign taxes, $499,165)	$	27,065,557
Interest allocated from affiliated investment		136,238
Expenses allocated from affiliated investment		(11,362	)


Total investment income	$	27,190,433





Expenses

Investment adviser fee	$	7,552,836
Trustees’ fees and expenses		23,994
Custodian fee		1,289,097
Legal and accounting services		166,860
Interest expense on securities sold short		1,890,710
Miscellaneous		58,629


Total expenses	$	10,982,126


Deduct —
Reduction of custodian fee	$	1,140


Total expense reductions	$	1,140



Net expenses	$	10,980,986



Net investment income	$	16,209,447





Realized and Unrealized Gain (Loss)

Net realized gain (loss) —
Investment transactions (including a gain of $499,945 from precious metals)	$	(5,054,637	)
Investment transactions allocated from affiliated investment		2,654
Written options		95,099
Futures contracts		(977,309	)
Swap contracts		1,911,521
Forward commodity contracts		(2,220,570	)
Foreign currency and forward foreign currency exchange contract transactions		(8,433,724	)


Net realized loss	$	(14,676,966	)


Change in unrealized appreciation (depreciation) —
Investments (including net decrease of $3,298,091 from precious metals)	$	(19,117,868	)
Securities sold short		2,126,482
Futures contracts		2,067,433
Swap contracts		1,448,300
Forward commodity contracts		(1,038,125	)
Foreign currency and forward foreign currency exchange contracts		12,717,427


Net change in unrealized appreciation (depreciation)	$	(1,796,351	)



Net realized and unrealized loss	$	(16,473,317	)



Net decrease in net assets from operations	$	(263,870	)

See Notes to Consolidated Financial Statements.

Global Macro Absolute Return Advantage Portfolio

October 31, 2011

Consolidated Statements of Changes in Net Assets


	Year Ended			Period Ended
Increase (Decrease) in Net Assets	October 31, 2011			October 31, 2010⁽¹⁾

From operations —
Net investment income	$	16,209,447		$	307,661
Net realized loss from investment transactions, written options, futures contracts, swap contracts, and foreign currency and forward foreign currency exchange contract transactions		(14,676,966	)		(712,605	)
Net change in unrealized appreciation (depreciation) from investments, securities sold short, futures contracts, swap contracts, forward commodity contracts, foreign currency and forward foreign currency exchange contracts		(1,796,351	)		1,102,334


Net increase (decrease) in net assets from operations	$	(263,870	)	$	697,390


Capital transactions —
Contributions	$	961,628,976		$	205,056,318
Withdrawals		(78,026,445	)		(23,454,104	)


Net increase in net assets from capital transactions	$	883,602,531		$	181,602,214



Net increase in net assets	$	883,338,661		$	182,299,604





Net Assets

At beginning of period	$	182,404,604		$	105,000


At end of period	$	1,065,743,265		$	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

October 31, 2011

Consolidated Supplementary Data


	Year Ended			Period Ended
Ratios/Supplemental Data	October 31, 2011			October 31, 2010⁽¹⁾

Ratios (as a percentage of average daily net assets):
Expenses⁽²⁾		1.42	%⁽³⁾		1.47	%⁽⁴⁾
Net investment income		2.10	%		1.30	%⁽⁴⁾
Portfolio Turnover		50	%		7	%⁽⁵⁾


Total Return		0.45	%		0.63	%⁽⁵⁾



Net assets, end of period (000’s omitted)	$	1,065,743		$	182,405


⁽¹⁾		For the period from the start of business, August 31, 2010, to October 31, 2010.
⁽²⁾		Excludes the effect of custody fee credits, if any, of less than 0.005%.
⁽³⁾		Includes interest expense on securities sold short of 0.25%.
⁽⁴⁾		Annualized.
⁽⁵⁾		Not annualized.

See Notes to Consolidated Financial Statements.

Global Macro Absolute Return Advantage Portfolio

October 31, 2011

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’s investment objective is 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, 2011, Eaton Vance Global Macro Absolute Return Advantage Fund, Eaton Vance Strategic Income Fund, Eaton Vance Multi-Strategy Absolute Return Fund and Eaton Vance International (Cayman Islands) Strategic Income Fund held an interest of 79.3%, 9.3%, 9.1% and 2.2%, respectively in the Portfolio.

The Portfolio seeks to gain exposure to the commodity markets, in whole or in part, through investments in Eaton Vance 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, 2011 were $79,639,099 or 7.5% 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.

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 obligations 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. 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 and commodities 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. Forward commodity contracts are generally valued based on the price of the underlying futures or forward contract provided by the exchange on which the underlying instruments are traded or if unavailable, based on forward rates provided by broker/dealers. Interest rate swaps, cross-currency 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 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 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 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

October 31, 2011

Notes to Consolidated Financial Statements — continued

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 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.

As of October 31, 2011, the Portfolio had no uncertain tax positions that would require financial statement recognition, de-recognition, or disclosure. Each of the Portfolio’s federal tax returns filed since the start of business on August 31, 2010 to October 31, 2011 remains subject to examination by the Internal Revenue Service.

I Financial and Commodities Futures Contracts — Upon entering into a financial or commodities 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, commodity or currency, and are recorded as unrealized gains or losses by the Portfolio. Gains (losses) are realized upon the expiration or closing of the financial or commodity futures contracts. Should market conditions change unexpectedly, the Portfolio may not achieve the anticipated benefits of the financial or commodity 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.

Global Macro Absolute Return Advantage Portfolio

October 31, 2011

Notes to Consolidated Financial Statements — continued

Global Macro Absolute Return Advantage Portfolio

October 31, 2011

Notes to Consolidated Financial Statements — continued

treated as realized losses. Premiums paid for swaptions that are exercised or closed are added to the amounts paid or offset against the proceeds on the underlying swap transaction to determine the realized gain or loss. The writer of the swaption bears the risk of unfavorable changes in the preset rate of the underlying interest rate swap. The Portfolio’s risk is limited to the premium paid.

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. The Portfolio 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, 2011, the Portfolio’s investment adviser fee totaled $7,552,836 or 0.98% 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 securities sold short, for the year ended October 31, 2011 were as follows:


	Purchases		Sales


Investments (non-U.S. Government)	$	340,702,532	$	36,710,718
U.S. Government Securities		5,508,375		54,183,112



	$	346,210,907	$	90,893,830

Global Macro Absolute Return Advantage Portfolio

October 31, 2011

Notes to Consolidated Financial Statements — continued

4 Federal Income Tax Basis of Investments

The cost and unrealized appreciation (depreciation) of investments of the Portfolio at October 31, 2011, as determined on a federal income tax basis, were as follows:


Aggregate cost	$	1,073,728,440



Gross unrealized appreciation	$	4,942,273
Gross unrealized depreciation		(21,935,975	)



Net unrealized depreciation	$	(16,993,702	)

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 commodity contracts, forward foreign currency exchange contracts, 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, 2011 is as follows:

Forward Commodity Contracts⁽¹⁾

Sales

Net Unrealized

Appreciation

Settlement Date

Deliver

In Exchange For

Counterparty

(Depreciation)

12/28/11

Gold
3,727 Troy Ounces

United States Dollar
6,851,911

Citigroup Global Markets

447,630

2/29/12

Gold
3,113 Troy Ounces

United States Dollar
5,151,108

Citigroup Global Markets

(200,690

)

4/26/12

Gold
4,661 Troy Ounces

United States Dollar
6,729,830

Citigroup Global Markets

(1,285,065

)

(1,038,125

)


⁽¹⁾		Non-deliverable contracts that are settled with the counterparty in cash.

Forward Foreign Currency Exchange Contracts

Sales

Net Unrealized

Appreciation

Settlement Date

Deliver

In Exchange For

Counterparty

(Depreciation)

11/1/11

New Turkish Lira
36,394,380

United States Dollar
20,702,150

Nomura International PLC

121,750

11/2/11

Hong Kong Dollar
30,500,000

United States Dollar
3,927,654

Standard Chartered Bank

1,694

Global Macro Absolute Return Advantage Portfolio

October 31, 2011

Notes to Consolidated Financial Statements — continued

Forward Foreign Currency Exchange Contracts (continued)

Sales

Net Unrealized

Appreciation

Settlement Date

Deliver

In Exchange For

Counterparty

(Depreciation)

11/3/11

Euro
780,760

United States Dollar
1,105,277

Citigroup Global Markets

24,950

11/7/11

Croatian Kuna
20,688,620

Euro
2,745,670

Barclays Bank PLC

(18,177

)

11/7/11

Japanese Yen
951,712,500

United States Dollar
12,402,425

Goldman Sachs, Inc.

227,977

11/9/11

New Taiwan Dollar
288,578,000

United States Dollar
9,950,966

Bank of America

307,364

11/10/11

New Taiwan Dollar
105,306,000

United States Dollar
3,641,916

Bank of America

122,942

11/10/11

New Taiwan Dollar
112,526,000

United States Dollar
3,892,286

Barclays Bank PLC

132,044

11/10/11

New Taiwan Dollar
105,306,000

United States Dollar
3,641,916

Credit Suisse

122,942

11/10/11

New Taiwan Dollar
46,300,000

United States Dollar
1,597,213

Nomura International PLC

50,022

11/16/11

South African Rand
193,198,235

United States Dollar
26,033,989

Credit Suisse

1,738,783

11/17/11

Croatian Kuna
17,109,338

Euro
2,279,118

Barclays Bank PLC

(233

)

11/18/11

Croatian Kuna
8,149,000

Euro
1,084,725

Credit Suisse

(1,064

)

11/18/11

Euro
17,798,708

United States Dollar
24,668,653

Deutsche Bank

44,568

11/18/11

Euro
1,995,013

United States Dollar
2,771,073

Deutsche Bank

11,021

11/18/11

Euro
83,574,971

United States Dollar
115,990,359

Goldman Sachs, Inc.

366,394

11/21/11

New Taiwan Dollar
93,710,000

United States Dollar
3,182,003

Citigroup Global Markets

51,565

11/21/11

New Taiwan Dollar
77,572,000

United States Dollar
2,634,024

Credit Suisse

42,685

11/21/11

New Taiwan Dollar
88,470,000

United States Dollar
3,085,912

Deutsche Bank

130,518

11/21/11

New Taiwan Dollar
99,190,000

United States Dollar
3,325,399

Nomura International PLC

11,897

11/21/11

New Taiwan Dollar
93,718,000

United States Dollar
3,181,735

Standard Chartered Bank

51,029

11/29/11

South African Rand
23,955,858

United States Dollar
3,276,553

Goldman Sachs, Inc.

269,871

11/30/11

New Taiwan Dollar
185,737,000

United States Dollar
6,134,388

Credit Suisse

(68,590

)

11/30/11

New Taiwan Dollar
142,640,000

United States Dollar
4,934,786

Deutsche Bank

171,100

11/30/11

New Taiwan Dollar
132,160,000

United States Dollar
4,583,319

Deutsche Bank

169,629

Global Macro Absolute Return Advantage Portfolio

October 31, 2011

Notes to Consolidated Financial Statements — continued

Forward Foreign Currency Exchange Contracts (continued)

Sales

Net Unrealized

Appreciation

Settlement Date

Deliver

In Exchange For

Counterparty

(Depreciation)

11/30/11

New Taiwan Dollar
185,737,000

United States Dollar
6,131,350

Goldman Sachs, Inc.

(71,627

)

11/30/11

New Taiwan Dollar
34,000,000

United States Dollar
1,140,174

Nomura International PLC

4,691

11/30/11

New Taiwan Dollar
167,071,000

United States Dollar
5,519,724

Nomura International PLC

(59,874

)

11/30/11

New Taiwan Dollar
135,000,000

United States Dollar
4,455,004

Standard Chartered Bank

(53,532

)

11/30/11

New Taiwan Dollar
167,078,000

United States Dollar
5,515,035

Standard Chartered Bank

(64,796

)

11/30/11

South African Rand
106,067,963

United States Dollar
13,476,991

Nomura International PLC

166,463

12/1/11

Malaysian Ringgit
21,609,000

United States Dollar
7,209,970

Citigroup Global Markets

197,112

12/1/11

Malaysian Ringgit
18,363,000

United States Dollar
6,128,354

Deutsche Bank

168,934

12/1/11

Malaysian Ringgit
21,609,000

United States Dollar
7,210,210

HSBC Bank USA

197,352

12/5/11

Euro
58,355,960

United States Dollar
82,048,480

Deutsche Bank

1,327,105

12/5/11

Euro
38,900,000

United States Dollar
54,682,897

Goldman Sachs, Inc.

874,143

12/5/11

New Taiwan Dollar
141,860,000

United States Dollar
4,664,146

Barclays Bank PLC

(73,873

)

12/5/11

New Taiwan Dollar
163,830,000

United States Dollar
5,385,602

Standard Chartered Bank

(86,200

)

12/7/11

South African Rand
27,635,352

United States Dollar
3,890,221

Nomura International PLC

425,818

12/8/11

Euro
30,581,710

United States Dollar
42,429,523

Bank of America

127,774

12/15/11

South African Rand
51,013,507

United States Dollar
6,872,264

Standard Bank

484,632

12/19/11

Croatian Kuna
22,333,800

Euro
2,966,528

Deutsche Bank

2,677

12/19/11

New Taiwan Dollar
57,202,000

United States Dollar
1,902,991

Bank of America

(8,771

)

12/19/11

New Taiwan Dollar
180,981,000

United States Dollar
6,018,456

Bank of America

(30,153

)

12/19/11

New Taiwan Dollar
62,536,000

United States Dollar
2,081,134

Barclays Bank PLC

(8,896

)

12/19/11

New Taiwan Dollar
161,449,000

United States Dollar
5,369,998

Barclays Bank PLC

(25,827

)

12/19/11

New Taiwan Dollar
57,202,000

United States Dollar
1,903,307

Standard Chartered Bank

(8,454

)

12/19/11

New Taiwan Dollar
140,462,000

United States Dollar
4,671,012

Standard Chartered Bank

(23,402

)

Global Macro Absolute Return Advantage Portfolio

October 31, 2011

Notes to Consolidated Financial Statements — continued

Forward Foreign Currency Exchange Contracts (continued)

Sales

Net Unrealized

Appreciation

Settlement Date

Deliver

In Exchange For

Counterparty

(Depreciation)

12/22/11

South African Rand
21,285,115

United States Dollar
2,747,636

Goldman Sachs, Inc.

85,158

1/6/12

Malaysian Ringgit
2,634,000

United States Dollar
857,785

Nomura International PLC

4,198

1/6/12

Malaysian Ringgit
2,326,000

United States Dollar
757,482

Standard Chartered Bank

3,707

1/23/12

Croatian Kuna
24,042,000

Euro
3,182,685

Barclays Bank PLC

6,494

1/30/12

Russian Ruble
215,635,000

United States Dollar
7,021,318

Barclays Bank PLC

12,067

1/30/12

Russian Ruble
61,905,000

United States Dollar
2,013,662

Citigroup Global Markets

1,430

1/30/12

Russian Ruble
47,460,000

United States Dollar
1,544,419

Standard Chartered Bank

1,724

2/23/12

Croatian Kuna
11,764,000

Euro
1,556,702

Barclays Bank PLC

9,081

2/29/12

Israeli Shekel
11,854,000

United States Dollar
3,241,455

Deutsche Bank

(18,246

)

3/26/12

Croatian Kuna
13,635,200

Euro
1,793,067

Deutsche Bank

2,565

4/3/12

Brazilian Real
5,061,000

United States Dollar
3,007,130

Deutsche Bank

147,485

4/3/12

Brazilian Real
5,060,000

United States Dollar
3,008,323

Nomura International PLC

149,243

4/3/12

Brazilian Real
1,572,000

United States Dollar
947,273

Standard Bank

59,037

4/3/12

Brazilian Real
6,264,000

United States Dollar
3,733,015

Standard Chartered Bank

193,633

4/25/12

Croatian Kuna
39,087,000

Euro
5,130,874

Deutsche Bank

14,949

4/27/12

Russian Ruble
66,032,000

United States Dollar
2,120,829

Barclays Bank PLC

3,425

4/27/12

Russian Ruble
121,705,000

United States Dollar
3,908,945

Credit Suisse

6,312

4/27/12

Russian Ruble
137,263,000

United States Dollar
4,407,735

Standard Chartered Bank

6,214

5/30/12

Croatian Kuna
13,416,000

Euro
1,752,809

Credit Suisse

1,366

7/30/12

Russian Ruble
65,155,000

United States Dollar
2,063,500

Citigroup Global Markets

3,596

7/30/12

Russian Ruble
115,865,000

United States Dollar
3,669,517

Credit Suisse

6,394

7/30/12

Russian Ruble
143,980,000

United States Dollar
4,560,263

Nomura International PLC

8,272

10/29/12

Russian Ruble
122,527,000

United States Dollar
3,826,278

Deutsche Bank

4,522

Global Macro Absolute Return Advantage Portfolio

October 31, 2011

Notes to Consolidated Financial Statements — continued

Forward Foreign Currency Exchange Contracts (continued)

Sales

Net Unrealized

Appreciation

Settlement Date

Deliver

In Exchange For

Counterparty

(Depreciation)

10/29/12

Russian Ruble
141,195,000

United States Dollar
4,408,211

HSBC Bank USA

4,178

10/29/12

Russian Ruble
61,278,000

United States Dollar
1,913,144

Standard Chartered Bank

1,813

11/7/12

New Turkish Lira
21,000,000

United States Dollar
10,649,087

Barclays Bank PLC

(354,352

)

7,908,242

Purchases

Net Unrealized

Appreciation

Settlement Date

In Exchange For

Deliver

Counterparty

(Depreciation)

11/1/11

New Turkish Lira
36,394,380

United States Dollar
20,830,546

BNP Paribas SA

(250,146

)

11/2/11

New Turkish Lira
10,173,666

United States Dollar
5,787,977

Credit Suisse

(36,235

)

11/2/11

New Turkish Lira
36,394,380

United States Dollar
20,697,441

Nomura International PLC

(121,664

)

11/3/11

Swedish Krona
120,311,550

Euro
13,164,630

Nomura International PLC

243,206

11/3/11

Swedish Krona
117,729,940

Euro
12,733,618

Standard Chartered Bank

443,505

11/7/11

Polish Zloty
13,148,018

Croatian Kuna
22,488,370

Deutsche Bank

(17,328

)

11/7/11

Polish Zloty
13,018,069

Euro
2,947,198

Bank of America

13,234

11/7/11

Polish Zloty
36,912,060

Euro
8,323,650

Standard Bank

83,154

11/7/11

Serbian Dinar
1,110,657,000

Euro
10,805,108

Citigroup Global Markets

250,702

11/8/11

Indonesian Rupiah
20,677,992,000

United States Dollar
2,428,420

Bank of America

(93,612

)

11/8/11

Indonesian Rupiah
18,625,543,000

United States Dollar
2,186,353

Barclays Bank PLC

(83,293

)

11/8/11

Indonesian Rupiah
18,625,543,000

United States Dollar
2,186,738

BNP Paribas SA

(83,678

)

11/8/11

Indonesian Rupiah
20,692,930,000

United States Dollar
2,430,174

Citigroup Global Markets

(93,679

)

11/8/11

Indonesian Rupiah
20,677,992,000

United States Dollar
2,428,420

Credit Suisse

(93,612

)

11/9/11

Romanian Leu
11,194,800

Euro
2,585,106

Standard Bank

(9,666

)

11/9/11

Hong Kong Dollar
30,500,000

United States Dollar
3,927,780

Standard Chartered Bank

(1,673

)

Global Macro Absolute Return Advantage Portfolio

October 31, 2011

Notes to Consolidated Financial Statements — continued

Forward Foreign Currency Exchange Contracts (continued)

Purchases

Net Unrealized

Appreciation

Settlement Date

In Exchange For

Deliver

Counterparty

(Depreciation)

11/9/11

Indian Rupee
623,030,000

United States Dollar
13,461,663

Nomura International PLC

(688,853

)

11/9/11

Indonesian Rupiah
23,880,000,000

United States Dollar
2,779,977

Standard Chartered Bank

(83,819

)

11/9/11

Singapore Dollar
19,869,000

United States Dollar
16,453,296

Goldman Sachs, Inc.

(618,929

)

11/10/11

New Turkish Lira
586,749

United States Dollar
331,703

Bank of America

(576

)

11/14/11

Indian Rupee
246,770,000

United States Dollar
5,310,593

Goldman Sachs, Inc.

(257,662

)

11/14/11

Singapore Dollar
8,364,000

United States Dollar
6,786,758

Standard Chartered Bank

(121,175

)

11/14/11

South Korean Won
7,611,000,000

United States Dollar
6,437,180

Credit Suisse

411,432

11/14/11

South Korean Won
9,391,000,000

United States Dollar
7,942,657

Standard Chartered Bank

507,655

11/14/11

South Korean Won
9,296,000,000

United States Dollar
7,862,641

State Street Bank and Trust Co.

502,187

11/14/11

Yuan Renminbi
6,300,000

United States Dollar
989,695

Goldman Sachs, Inc.

1,754

11/15/11

Indonesian Rupiah
40,315,000,000

United States Dollar
4,681,259

Citigroup Global Markets

(131,521

)

11/15/11

Indonesian Rupiah
37,018,265,000

United States Dollar
4,309,962

Credit Suisse

(132,276

)

11/15/11

Indonesian Rupiah
18,240,000,000

United States Dollar
2,120,684

Deutsche Bank

(62,214

)

11/15/11

Indonesian Rupiah
41,581,735,000

United States Dollar
4,842,405

Nomura International PLC

(149,710

)

11/15/11

South Korean Won
7,480,907,000

United States Dollar
6,389,569

BNP Paribas SA

340,408

11/15/11

South Korean Won
8,074,361,000

United States Dollar
6,908,662

Goldman Sachs, Inc.

355,197

11/15/11

South Korean Won
7,476,639,000

United States Dollar
6,384,560

HSBC Bank USA

341,577

11/15/11

South Korean Won
9,143,093,000

United States Dollar
7,808,936

Standard Chartered Bank

416,376

11/17/11

Hong Kong Dollar
95,678,315

United States Dollar
12,302,253

Standard Chartered Bank

14,451

11/17/11

Israeli Shekel
608,367

United States Dollar
166,104

Goldman Sachs, Inc.

1,597

11/18/11

Indonesian Rupiah
40,745,000,000

United States Dollar
4,734,763

BNP Paribas SA

(137,509

)

11/18/11

New Turkish Lira
700,000

United States Dollar
388,835

Standard Bank

5,497

11/21/11

Polish Zloty
31,554,500

Euro
7,322,844

Standard Chartered Bank

(229,826

)

Global Macro Absolute Return Advantage Portfolio

October 31, 2011

Notes to Consolidated Financial Statements — continued

Forward Foreign Currency Exchange Contracts (continued)

Purchases

Net Unrealized

Appreciation

Settlement Date

In Exchange For

Deliver

Counterparty

(Depreciation)

11/21/11

Serbian Dinar
586,828,000

Euro
5,708,444

Standard Bank

106,784

11/21/11

Swedish Krona
179,342,400

Euro
19,575,339

Nomura International PLC

408,028

11/21/11

Indian Rupee
411,950,000

United States Dollar
8,183,841

Bank of America

237,079

11/21/11

Indian Rupee
200,900,000

United States Dollar
4,022,747

Citigroup Global Markets

83,972

11/21/11

Indian Rupee
356,540,000

United States Dollar
7,258,181

Standard Chartered Bank

30,069

11/21/11

Philippine Peso
402,900,000

United States Dollar
9,322,289

BNP Paribas SA

138,234

11/22/11

South Korean Won
2,693,000,000

United States Dollar
2,389,848

Barclays Bank PLC

28,870

11/25/11

Indonesian Rupiah
33,639,000,000

United States Dollar
3,786,044

BNP Paribas SA

7,493

11/25/11

Indonesian Rupiah
32,618,000,000

United States Dollar
3,669,066

Citigroup Global Markets

9,330

11/25/11

Indonesian Rupiah
33,443,000,000

United States Dollar
3,763,984

Credit Suisse

7,450

11/25/11

Indonesian Rupiah
35,400,700,000

United States Dollar
3,764,430

HSBC Bank USA

227,777

11/25/11

Indonesian Rupiah
27,630,000,000

United States Dollar
3,218,404

HSBC Bank USA

(102,514

)

11/25/11

Indonesian Rupiah
33,443,000,000

United States Dollar
3,763,984

Standard Chartered Bank

7,450

11/25/11

Indonesian Rupiah
7,435,000,000

United States Dollar
831,749

State Street Bank and Trust Co.

6,711

11/28/11

Serbian Dinar
1,074,384,400

Euro
10,601,780

Standard Bank

(36,865

)

11/28/11

Yuan Renminbi
8,720,000

United States Dollar
1,346,926

Bank of America

25,505

11/28/11

Yuan Renminbi
10,390,400

United States Dollar
1,600,000

Barclays Bank PLC

35,334

11/28/11

Yuan Renminbi
20,784,000

United States Dollar
3,200,000

Standard Chartered Bank

71,172

11/30/11

Norwegian Krone
149,712,300

Euro
19,440,000

Nomura International PLC

(46,580

)

11/30/11

Polish Zloty
36,000,000

Euro
8,236,102

State Street Bank and Trust Co.

(108,690

)

11/30/11

Indian Rupee
164,024,000

United States Dollar
3,285,092

BNP Paribas SA

60,538

11/30/11

Indian Rupee
146,746,000

United States Dollar
2,938,458

Citigroup Global Markets

54,750

11/30/11

Indian Rupee
174,598,000

United States Dollar
3,496,169

Goldman Sachs, Inc.

65,141

Global Macro Absolute Return Advantage Portfolio

October 31, 2011

Notes to Consolidated Financial Statements — continued

Forward Foreign Currency Exchange Contracts (continued)

Purchases

Net Unrealized

Appreciation

Settlement Date

In Exchange For

Deliver

Counterparty

(Depreciation)

11/30/11

Indian Rupee
191,863,000

United States Dollar
3,842,270

Standard Chartered Bank

71,198

11/30/11

Indian Rupee
106,700,000

United States Dollar
2,151,210

Standard Chartered Bank

25,172

11/30/11

New Turkish Lira
25,768,099

United States Dollar
14,448,861

Nomura International PLC

28,228

12/1/11

Norwegian Krone
30,814,330

Euro
4,008,130

Credit Suisse

(19,378

)

12/1/11

South Korean Won
5,646,800,000

United States Dollar
4,983,717

Credit Suisse

77,319

12/1/11

South Korean Won
5,646,800,000

United States Dollar
4,986,797

Goldman Sachs, Inc.

74,238

12/1/11

South Korean Won
4,684,400,000

United States Dollar
4,136,883

Nomura International PLC

61,586

12/7/11

Philippine Peso
154,560,000

United States Dollar
3,665,426

Deutsche Bank

(33,313

)

12/8/11

Mexican Peso
196,106,000

United States Dollar
14,879,624

Standard Chartered Bank

(212,324

)

12/9/11

Yuan Renminbi
15,060,000

United States Dollar
2,316,210

Barclays Bank PLC

53,729

12/12/11

Singapore Dollar
27,482,000

United States Dollar
21,754,136

Standard Chartered Bank

147,406

12/13/11

Indian Rupee
11,160,000

United States Dollar
225,690

Goldman Sachs, Inc.

1,451

12/13/11

Indian Rupee
14,839,000

United States Dollar
300,061

Nomura International PLC

1,959

12/13/11

Indian Rupee
14,601,000

United States Dollar
295,368

State Street Bank and Trust Co.

1,808

12/13/11

Yuan Renminbi
5,400,000

United States Dollar
829,238

Barclays Bank PLC

20,457

12/16/11

Yuan Renminbi
29,200,000

United States Dollar
4,467,564

Barclays Bank PLC

126,746

12/16/11

Yuan Renminbi
10,220,000

United States Dollar
1,573,276

Barclays Bank PLC

34,733

12/22/11

Indonesian Rupiah
58,147,560,000

United States Dollar
6,439,375

Bank of America

98,558

12/22/11

Indonesian Rupiah
63,019,440,000

United States Dollar
6,978,897

Barclays Bank PLC

106,815

12/22/11

Indonesian Rupiah
41,874,000,000

United States Dollar
4,661,991

Citigroup Global Markets

46,193

12/22/11

Indonesian Rupiah
22,357,000,000

United States Dollar
2,421,948

HSBC Bank USA

91,805

12/30/11

New Turkish Lira
26,746,519

South African Rand
117,310,232

Credit Suisse

271,019

12/30/11

South African Rand
3,664,273

United States Dollar
469,514

Standard Chartered Bank

(11,699

)

Global Macro Absolute Return Advantage Portfolio

October 31, 2011

Notes to Consolidated Financial Statements — continued

Forward Foreign Currency Exchange Contracts (continued)

Purchases

Net Unrealized

Appreciation

Settlement Date

In Exchange For

Deliver

Counterparty

(Depreciation)

12/30/11

Yuan Renminbi
13,090,000

United States Dollar
2,035,770

Bank of America

23,094

12/30/11

Yuan Renminbi
8,200,000

United States Dollar
1,268,368

Bank of America

21,371

1/17/12

Yuan Renminbi
19,230,000

United States Dollar
2,985,330

Bank of America

38,192

1/30/12

Yuan Renminbi
7,180,000

United States Dollar
1,111,834

Bank of America

16,804

1/30/12

Yuan Renminbi
24,719,200

United States Dollar
3,832,256

Barclays Bank PLC

53,403

10/22/12

Yuan Renminbi
3,300,000

United States Dollar
524,642

Citigroup Global Markets

(6,379

)

10/29/12

Yuan Renminbi
1,970,000

United States Dollar
312,203

Citigroup Global Markets

(2,818

)

11/5/12

Yuan Renminbi
4,480,000

United States Dollar
709,422

Bank of America

(5,843

)

11/13/12

Yuan Renminbi
7,080,000

United States Dollar
1,128,287

Bank of America

(16,356

)

11/19/12

Yuan Renminbi
3,100,000

United States Dollar
488,574

Deutsche Bank

(1,703

)

2,933,785


Futures Contracts
									Net Unrealized
Expiration			Aggregate						Appreciation
Month/Year	Contracts	Position	Cost			Value			(Depreciation)


12/11	273 Euro-Bobl	Long	$	46,128,266		$	46,213,948		$	85,682
12/11	229 Euro-Buxl	Long		37,989,684			38,157,161			167,477
12/11	41 Japan 10-Year Bond	Short		(74,869,404	)		(74,500,640	)		368,764
12/11	10 U.S. 10-Year Treasury Note	Short		(1,287,575	)		(1,290,625	)		(3,050	)
12/11	162 Gold	Short		(28,431,631	)		(27,948,240	)		483,391
1/12	424 Platinum	Long		33,149,766			34,081,120			931,354



									$	2,033,618

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-Buxl: Long-term debt securities issued by the Federal Republic of Germany with a term to maturity of 24 to 35 years.

Global Macro Absolute Return Advantage Portfolio

October 31, 2011

Notes to Consolidated Financial Statements — continued

Japan 10-Year Bond: Japanese Government Bonds (JGB) having a maturity of 7 years or more but less than 11 years.

Interest Rate Swaps

Notional

Portfolio

Floating

Annual

Net Unrealized

Amount

Pays/Receives

Rate

Fixed

Termination

Appreciation

Counterparty

(000’s omitted)

Floating Rate

Index

Rate

Date

(Depreciation)

Bank of America

ZAR

10,073

Receives

3-Month ZAR JIBAR

6.86

11/17/15

(28,893

)

Bank of America

ZAR

20,153

Receives

3-Month ZAR JIBAR

7.18

12/15/15

(84,245

)

Bank of America

ZAR

5,063

Receives

3-Month ZAR JIBAR

7.26

11/16/20

5,244

Bank of America

ZAR

10,070

Receives

3-Month ZAR JIBAR

7.42

11/17/20

(3,468

)

Bank of America

ZAR

7,680

Receives

3-Month ZAR JIBAR

7.31

11/19/20

5,143

Citigroup Global Markets

ZAR

5,016

Receives

3-Month ZAR JIBAR

7.29

11/19/20

4,233

Citigroup Global Markets

ZAR

27,635

Receives

3-Month ZAR JIBAR

7.69

1/7/21

(61,763

)

Deutsche Bank

ZAR

3,910

Receives

3-Month ZAR JIBAR

6.71

11/19/15

(8,216

)

Deutsche Bank

ZAR

6,983

Receives

3-Month ZAR JIBAR

7.26

11/16/20

7,233

Deutsche Bank

ZAR

4,655

Receives

3-Month ZAR JIBAR

7.27

11/19/20

4,737

Deutsche Bank

ZAR

4,800

Receives

3-Month ZAR JIBAR

7.77

11/26/20

(15,716

)

Standard Bank

ZAR

16,000

Receives

3-Month ZAR JIBAR

7.87

11/30/20

(66,293

)

(242,004

)

ZAR - South African Rand


Credit Default Swaps — Sell Protection
									Current
				Contract					Market
		Notional		Annual					Annual						Upfront			Net Unrealized
Reference		Amount*		Fixed			Termination		Fixed			Market			Payments			Appreciation
Entity	Counterparty	(000’s omitted)		Rate**			Date		Rate***			Value			Received (Paid)			(Depreciation)


Argentina	Bank of America	$	3,476		5.00	%⁽¹⁾		6/20/13		7.01	%	$	(87,851	)	$	(37,511	)	$	(125,362	)
Argentina	Bank of America		3,370		5.00	⁽¹⁾		6/20/13		7.01			(85,174	)		(47,971	)		(133,145	)
Argentina	Bank of America		3,468		5.00	⁽¹⁾		6/20/13		7.01			(87,663	)		(51,005	)		(138,668	)
Argentina	Bank of America		6,951		5.00	⁽¹⁾		6/20/13		7.01			(175,699	)		(72,857	)		(248,556	)
Argentina	Bank of America		19,517		5.00	⁽¹⁾		6/20/13		7.01			(493,305	)		(89,683	)		(582,988	)
Argentina	Credit Suisse		3,253		5.00	⁽¹⁾		6/20/13		7.01			(82,222	)		(14,947	)		(97,169	)
Argentina	Credit Suisse		3,552		5.00	⁽¹⁾		6/20/13		7.01			(89,779	)		(27,289	)		(117,068	)
Argentina	Credit Suisse		3,464		5.00	⁽¹⁾		6/20/13		7.01			(87,555	)		(37,485	)		(125,040	)
Argentina	Credit Suisse		3,688		5.00	⁽¹⁾		6/20/13		7.01			(93,217	)		(39,909	)		(133,126	)
Argentina	Deutsche Bank		3,219		5.00	⁽¹⁾		6/20/13		7.01			(81,372	)		(34,820	)		(116,192	)
Argentina	Deutsche Bank		3,464		5.00	⁽¹⁾		6/20/13		7.01			(87,555	)		(37,485	)		(125,040	)
Argentina	Deutsche Bank		3,468		5.00	⁽¹⁾		6/20/13		7.01			(87,666	)		(51,007	)		(138,673	)
Argentina	Deutsche Bank		5,680		5.00	⁽¹⁾		6/20/13		7.01			(143,566	)		(57,154	)		(200,720	)
Argentina	Morgan Stanley		5,000		5.00	⁽¹⁾		9/20/13		7.51			(191,433	)		(83,471	)		(274,904	)
South Africa	Bank of America		890		1.00	⁽¹⁾		12/20/15		1.43			(14,272	)		5,939			(8,333	)
South Africa	Bank of America		3,190		1.00	⁽¹⁾		12/20/15		1.43			(51,152	)		22,309			(28,843	)
South Africa	Barclays Bank PLC		2,280		1.00	⁽¹⁾		12/20/15		1.43			(36,561	)		17,856			(18,705	)
South Africa	Barclays Bank PLC		3,830		1.00	⁽¹⁾		12/20/15		1.43			(61,416	)		29,742			(31,674	)
South Africa	Citigroup Global Markets		4,800		1.00	⁽¹⁾		9/20/15		1.40			(66,357	)		104,402			38,045
South Africa	Credit Suisse		890		1.00	⁽¹⁾		12/20/15		1.43			(14,272	)		6,980			(7,292	)
South Africa	Credit Suisse		2,000		1.00	⁽¹⁾		12/20/15		1.43			(32,071	)		14,703			(17,368	)

Global Macro Absolute Return Advantage Portfolio

October 31, 2011

Notes to Consolidated Financial Statements — continued


Credit Default Swaps — Sell Protection (continued)
									Current
				Contract					Market
		Notional		Annual					Annual						Upfront			Net Unrealized
Reference		Amount*		Fixed			Termination		Fixed			Market			Payments			Appreciation
Entity	Counterparty	(000’s omitted)		Rate**			Date		Rate***			Value			Received (Paid)			(Depreciation)


South Africa	Credit Suisse	$	4,785		1.00	%⁽¹⁾		12/20/15		1.43	%	$	(76,729	)	$	40,847		$	(35,882	)
South Africa	Credit Suisse		9,000		1.00	⁽¹⁾		3/20/16		1.48			(170,382	)		123,842			(46,540	)
South Africa	Credit Suisse		8,100		1.00	⁽¹⁾		3/20/16		1.48			(153,344	)		63,020			(90,324	)



												$	(2,550,613	)	$	(252,954	)	$	(2,803,567	)


Credit Default Swaps — Buy Protection
											Upfront
		Notional		Contract							Payments			Net Unrealized
		Amount		Annual			Termination		Market		Received			Appreciation
Reference Entity	Counterparty	(000’s omitted)		Fixed Rate**			Date		Value		(Paid)			(Depreciation)


Brazil	Bank of America	$	4,600		1.00	%⁽¹⁾		12/20/20	$	213,386	$	(133,980	)	$	79,406
Brazil	Bank of America		1,217		1.00	⁽¹⁾		12/20/20		56,454		(41,441	)		15,013
Brazil	Bank of America		533		1.00	⁽¹⁾		12/20/20		24,725		(17,753	)		6,972
Brazil	Bank of America		280		1.00	⁽¹⁾		12/20/20		12,988		(8,921	)		4,067
Brazil	Barclays Bank PLC		1,430		1.00	⁽¹⁾		12/20/20		66,336		(49,831	)		16,505
Brazil	Barclays Bank PLC		35,000		1.00	⁽¹⁾		6/20/21		1,743,817		(1,514,779	)		229,038
Brazil	Citigroup Global Markets		2,400		1.00	⁽¹⁾		9/20/20		107,113		(102,793	)		4,320
Brazil	Citigroup Global Markets		270		1.00	⁽¹⁾		12/20/20		12,525		(8,704	)		3,821
Brazil	Citigroup Global Markets		11,000		1.00	⁽¹⁾		9/20/21		566,702		(469,862	)		96,840
Brazil	HSBC Bank USA		1,000		1.00	⁽¹⁾		6/20/21		49,823		(41,796	)		8,027
Brazil	Standard Chartered Bank		2,400		1.00	⁽¹⁾		9/20/20		107,113		(86,950	)		20,163
Brazil	Standard Chartered Bank		280		1.00	⁽¹⁾		12/20/20		12,987		(9,026	)		3,961
China	Barclays Bank PLC		10,076		1.00	⁽¹⁾		12/20/16		128,916		(219,300	)		(90,384	)
China	Credit Suisse		6,100		1.00	⁽¹⁾		12/20/16		78,045		(131,333	)		(53,288	)
China	Deutsche Bank		3,700		1.00	⁽¹⁾		12/20/16		47,339		(70,985	)		(23,646	)
China	Deutsche Bank		4,300		1.00	⁽¹⁾		12/20/16		55,015		(93,588	)		(38,573	)
Colombia	Bank of America		3,900		1.00	⁽¹⁾		9/20/21		205,629		(173,170	)		32,459
Colombia	Goldman Sachs, Inc.		2,990		1.00	⁽¹⁾		9/20/21		157,649		(130,431	)		27,218
Colombia	HSBC Bank USA		8,590		1.00	⁽¹⁾		9/20/21		452,910		(366,328	)		86,582
Colombia	Morgan Stanley		4,470		1.00	⁽¹⁾		9/20/21		235,681		(198,479	)		37,202
Egypt	Citigroup Global Markets		1,300		1.00	⁽¹⁾		12/20/15		141,483		(72,372	)		69,111
Egypt	Credit Suisse		2,130		1.00	⁽¹⁾		12/20/15		231,815		(111,089	)		120,726
Egypt	Credit Suisse		2,155		1.00	⁽¹⁾		12/20/15		234,535		(119,978	)		114,557
Egypt	Deutsche Bank		4,600		1.00	⁽¹⁾		12/20/15		500,633		(192,131	)		308,502
Philippines	Bank of America		2,000		1.00	⁽¹⁾		12/20/15		30,773		(21,664	)		9,109
Philippines	Bank of America		1,400		1.00	⁽¹⁾		12/20/15		21,540		(16,174	)		5,366
Philippines	Barclays Bank PLC		2,400		1.00	⁽¹⁾		12/20/15		36,926		(39,469	)		(2,543	)
Philippines	Barclays Bank PLC		1,600		1.00	⁽¹⁾		3/20/16		30,560		(15,532	)		15,028
Philippines	Barclays Bank PLC		2,100		1.00	⁽¹⁾		3/20/16		40,111		(28,638	)		11,473
Philippines	Barclays Bank PLC		1,400		1.00	⁽¹⁾		3/20/16		26,741		(17,522	)		9,219
Philippines	Barclays Bank PLC		1,600		1.00	⁽¹⁾		3/20/16		30,560		(23,197	)		7,363
Philippines	Barclays Bank PLC		2,500		1.00	⁽¹⁾		3/20/16		47,752		(43,090	)		4,662

Global Macro Absolute Return Advantage Portfolio

October 31, 2011

Notes to Consolidated Financial Statements — continued


Credit Default Swaps — Buy Protection (continued)
											Upfront
		Notional		Contract							Payments			Net Unrealized
		Amount		Annual			Termination		Market		Received			Appreciation
Reference Entity	Counterparty	(000’s omitted)		Fixed Rate**			Date		Value		(Paid)			(Depreciation)


Philippines	Barclays Bank PLC	$	1,000		1.00	%⁽¹⁾		3/20/16	$	19,100	$	(17,551	)	$	1,549
Philippines	Citigroup Global Markets		6,600		1.00	⁽¹⁾		9/20/15		83,273		(141,674	)		(58,401	)
Philippines	Citigroup Global Markets		2,000		1.00	⁽¹⁾		3/20/16		38,201		(28,171	)		10,030
Philippines	Credit Suisse		8,100		1.00	⁽¹⁾		12/20/16		242,703		(230,041	)		12,662
Philippines	Deutsche Bank		2,300		1.00	⁽¹⁾		12/20/15		35,389		(28,348	)		7,041
Philippines	Deutsche Bank		1,300		1.00	⁽¹⁾		12/20/15		20,002		(15,044	)		4,958
Philippines	Deutsche Bank		1,000		1.00	⁽¹⁾		12/20/15		15,386		(12,370	)		3,016
Philippines	Goldman Sachs, Inc.		2,000		1.00	⁽¹⁾		3/20/16		38,201		(28,980	)		9,221
Philippines	Standard Chartered Bank		1,000		1.00	⁽¹⁾		12/20/15		15,386		(10,347	)		5,039
Philippines	Standard Chartered Bank		2,600		1.00	⁽¹⁾		3/20/16		49,661		(39,803	)		9,858
South Africa	Bank of America		3,190		1.00	⁽¹⁾		12/20/20		206,683		(123,165	)		83,518
South Africa	Bank of America		890		1.00	⁽¹⁾		12/20/20		57,665		(31,328	)		26,337
South Africa	Barclays Bank PLC		3,830		1.00	⁽¹⁾		12/20/20		248,150		(142,362	)		105,788
South Africa	Barclays Bank PLC		2,280		1.00	⁽¹⁾		12/20/20		147,724		(79,958	)		67,766
South Africa	Citigroup Global Markets		4,800		1.00	⁽¹⁾		9/20/20		300,582		(279,717	)		20,865
South Africa	Credit Suisse		4,785		1.00	⁽¹⁾		12/20/20		310,026		(188,186	)		121,840
South Africa	Credit Suisse		2,000		1.00	⁽¹⁾		12/20/20		129,583		(77,750	)		51,833
South Africa	Credit Suisse		890		1.00	⁽¹⁾		12/20/20		57,665		(33,308	)		24,357
South Africa	Credit Suisse		8,100		1.00	⁽¹⁾		3/20/21		541,917		(336,178	)		205,739
South Africa	Credit Suisse		9,000		1.00	⁽¹⁾		3/20/21		602,130		(437,797	)		164,333
Spain	Bank of America		2,400		1.00	⁽¹⁾		9/20/20		360,958		(237,583	)		123,375
Spain	Barclays Bank PLC		2,421		1.00	⁽¹⁾		9/20/20		364,116		(209,972	)		154,144
Spain	Barclays Bank PLC		3,900		1.00	⁽¹⁾		12/20/20		596,031		(369,569	)		226,462
Spain	Barclays Bank PLC		1,100		1.00	⁽¹⁾		12/20/20		168,112		(102,312	)		65,800
Spain	Barclays Bank PLC		3,200		1.00	⁽¹⁾		12/20/20		489,051		(434,916	)		54,135
Spain	Barclays Bank PLC		5,000		1.00	⁽¹⁾		6/20/21		787,801		(476,110	)		311,691
Spain	Barclays Bank PLC		5,000		1.00	⁽¹⁾		6/20/21		787,662		(536,298	)		251,364
Spain	Credit Suisse		2,200		1.00	⁽¹⁾		3/20/21		341,394		(320,428	)		20,966
Spain	Credit Suisse		5,000		1.00	⁽¹⁾		6/20/21		787,801		(519,844	)		267,957
Spain	Deutsche Bank		3,500		1.00	⁽¹⁾		12/20/20		534,900		(380,371	)		154,529
Thailand	Bank of America		1,000		1.00	⁽¹⁾		3/20/16		17,464		(4,072	)		13,392
Thailand	Barclays Bank PLC		3,000		1.00	⁽¹⁾		3/20/16		52,393		(2,449	)		49,944
Thailand	Barclays Bank PLC		1,400		1.00	⁽¹⁾		3/20/16		24,450		(8,471	)		15,979
Thailand	Citigroup Global Markets		7,900		1.00	⁽¹⁾		12/20/16		210,529		(321,352	)		(110,823	)
Thailand	Goldman Sachs, Inc.		4,100		1.00	⁽¹⁾		3/20/16		71,604		(29,980	)		41,624
Thailand	Standard Chartered Bank		3,300		1.00	⁽¹⁾		9/20/15		39,789		(33,495	)		6,294
iTraxx Europe Senior Financials 5-Year Index	Goldman Sachs, Inc.		EUR 5,000		1.00	⁽¹⁾		12/20/16		398,683		(464,102	)		(65,419	)
iTraxx Europe Senior Financials 5-Year Index	Goldman Sachs, Inc.		EUR 10,050		1.00	⁽¹⁾		12/20/16		801,523		(1,176,253	)		(374,730	)

Global Macro Absolute Return Advantage Portfolio

October 31, 2011

Notes to Consolidated Financial Statements — continued

Credit Default Swaps — Buy Protection (continued)

Upfront

Notional

Contract

Payments

Net Unrealized

Amount

Annual

Termination

Market

Received

Appreciation

Reference Entity

Counterparty

(000’s omitted)

Fixed Rate**

Date

Value

(Paid)

(Depreciation)

iTraxx Europe
Subordinated Financials 5-Year
Index

Goldman Sachs, Inc.

EUR 8,166

5.00

%⁽¹⁾

12/20/16

(482,707

)

(47,271

)

(529,978

)

15,219,563

(12,527,232

)

2,692,331


*	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, 2011, such maximum potential amount for all open credit default swaps in which the Portfolio is the seller was $111,335,000.
**	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

Cross-Currency Swaps

Notional

Amount on

Fixed Rate

Floating Rate

(Currency

Net Unrealized

Received)

Delivered)

Termination

Appreciation

Counterparty

(000’s omitted)

Floating Rate

Fixed Rate

Date

(Depreciation)

Bank of America

TRY 700

394

3-Month
USD-LIBOR-BBA

6.97

8/18/21

6,524

Barclays Bank PLC

TRY 19,188

10,316

3-Month
USD-LIBOR-BBA

5.80

10/9/13

(200,370

)

Citigroup Global Markets

TRY 10,951

7,200

3-Month
USD-LIBOR-BBA

8.23

9/3/20

630,516

Citigroup Global Markets

TRY 5,133

3,216

3-Month
USD-LIBOR-BBA

8.23

2/25/21

11,718

Credit Suisse

TRY 10,104

5,676

3-Month
USD-LIBOR-BBA

6.90

8/18/21

117,588

Deutsche Bank

TRY 18,837

11,832

3-Month
USD-LIBOR-BBA

8.20

2/24/21

33,042

Deutsche Bank

TRY 13,388

7,517

3-Month
USD-LIBOR-BBA

7.00

8/18/21

98,213

697,231

TRY - New Turkish Lira

Global Macro Absolute Return Advantage Portfolio

October 31, 2011

Notes to Consolidated Financial Statements — continued

Written options activity for the year ended October 31, 2011 was as follows:


	Number			Premiums
	of Contracts			Received


Outstanding, beginning of year		—		$	—
Options written		13,850,000			95,099
Options expired		(13,850,000	)		(95,099	)



Outstanding, end of year		—		$	—

At October 31, 2011, the Portfolio had sufficient cash and/or securities to cover commitments under these contracts.

In the normal course of pursuing its investment objective and its use of derivatives, 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 a particular exposure to a credit risk, or to enhance return.

Equity Price Risk: The Portfolio enters into equity index options to enhance return.

Foreign Exchange Risk: The Portfolio engages in forward foreign currency exchange contracts and cross currency swaps to enhance return or to hedge against fluctuations in currency exchange rates. It also enters into forward foreign currency exchange contracts as a substitute for the purchase or sale of securities or currencies.

The Portfolio enters into swap contracts, forward foreign currency exchange contracts and forward commodity 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, 2011, the fair value of derivatives with credit-related contingent features in a net liability position was $11,248,640. The aggregate fair value of assets pledged as collateral by the Portfolio for such liability was $6,143,985 at October 31, 2011.

The non-exchange traded derivatives in which the Portfolio invests, including swap contracts, over-the counter options, forward commodity contracts 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, 2011, the maximum amount of loss the Portfolio would incur due to counterparty risk was $24,940,682 with the highest amount from any one counterparty being $4,977,188. 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, 2011, the maximum amount of loss the Portfolio would incur due to counterparty risk would be reduced by approximately $11,011,000 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.

Global Macro Absolute Return Advantage Portfolio

October 31, 2011

Notes to Consolidated Financial Statements — continued

The fair value of open derivative instruments (not considered to be hedging instruments for accounting disclosure purposes) by risk exposure at October 31, 2011 was as follows:


	Fair Value
				Equity		Foreign			Interest
Consolidated Statement of Assets and Liabilities Caption	Credit			Price		Exchange			Rate			Commodity


Securities of unaffiliated issuers, at value	$	—		$	1,366,163	$	—		$	1,106,880		$	1,680
Net unrealized depreciation*		—			—		—			621,923			1,414,745
Receivable for open forward commodity contracts		—			—		—			—			447,630
Receivable for open forward foreign currency exchange contracts		—			—		15,921,212			—			—
Receivable for open swap contracts; Premium paid/received on open swap contracts		15,702,270			—		—			924,191			—



Total Asset Derivatives	$	15,702,270		$	1,366,163	$	15,921,212		$	2,652,994		$	1,864,055


Net unrealized depreciation*	$	—		$	—	$	—		$	(3,050	)	$	—
Payable for open forward commodity contracts		—			—		—			—			(1,485,755	)
Payable for open forward foreign currency exchange contracts		—			—		(5,079,185	)		—			—
Payable for open swap contracts; Premium paid/received on open swap contracts		(3,033,320	)		—		—			(468,964	)		—



Total Liability Derivatives		(3,033,320	)		—		(5,079,185	)		(472,014	)		(1,485,755	)



* 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.


			Equity			Foreign			Interest
Consolidated Statement of Operations Caption	Credit		Price			Exchange			Rate			Commodity


Net realized gain (loss) —
Investment transactions	$	—	$	(81,819	)	$	—		$	—		$	—
Written Options		—		95,099			—			—			—
Futures contracts		—		—			—			6,955,219			(7,932,528	)
Swap contracts		2,998,914		—			—			(1,087,393	)		—
Forward commodity contracts		—		—			—			—			(2,220,570	)
Foreign currency and forward foreign currency exchange contract transactions		—		—			(9,083,822	)		—			—



Total	$	2,998,914	$	13,280		$	(9,083,822	)	$	5,867,826		$	(10,153,098	)



Change in unrealized appreciation (depreciation) —
Investments	$	—	$	(316,230	)	$	—		$	(388,320	)	$	(40,020	)
Futures contracts		—		—			—			652,688			1,414,745
Swap contracts		415,792		—			—			1,032,508			—
Forward commodity contracts		—		—			—			—			(1,038,125	)
Foreign currency and forward foreign currency exchange contracts		—		—			11,473,890			—			—



Total	$	415,792	$	(316,230	)	$	11,473,890		$	1,296,876		$	336,600

Global Macro Absolute Return Advantage Portfolio

October 31, 2011

Notes to Consolidated Financial Statements — continued

The average notional amounts of futures contracts, forward commodity contracts, forward foreign currency exchange contracts and swap contracts outstanding during the year ended October 31, 2011, which are indicative of the volume of these derivative types, were approximately $97,885,000, $10,610,000, $882,914,000 and $1,172,321,000, respectively.

The average notional amounts of interest rate swaptions, average number of purchased index options contracts and average number of purchased commodity options contracts outstanding during the year ended October 31, 2011, which are indicative of the volume of this derivative type, were approximately $5,538,000, 162,305,000 contracts and 6 contacts, respectively.

6 Line of Credit

7 Risks Associated with Foreign Investments and Currencies

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

October 31, 2011

Notes to Consolidated Financial Statements — continued

At October 31, 2011, the hierarchy of inputs used in valuing the Portfolio’s investments and open derivative instruments, which are carried at value, were as follows:


Asset Description	Level 1			Level 2			Level 3		Total


Foreign Government Bonds	$	—		$	270,705,919		$	—	$	270,705,919
Precious Metals		64,071,126			—			—		64,071,126
Interest Rate Swaptions		—			1,106,880			—		1,106,880
Put Options Purchased		1,680			1,366,163			—		1,367,843
Short-Term Investments —
Foreign Government Securities		—			439,081,743			—		439,081,743
U.S. Treasury Obligations		—			61,567,585			—		61,567,585
Repurchase Agreements		—			127,676,084			—		127,676,084
Other Securities		—			91,157,558			—		91,157,558



Total Investments	$	64,072,806		$	992,661,932		$	—	$	1,056,734,738



Forward Commodity Contracts	$	—		$	447,630		$	—	$	447,630
Forward Foreign Currency Exchange Contracts		—			15,921,212			—		15,921,212
Swap Contracts		—			16,626,461			—		16,626,461
Futures Contracts		2,036,668			—			—		2,036,668



Total	$	66,109,474		$	1,025,657,235		$	—	$	1,091,766,709




Liability Description



Securities Sold Short	$	—		$	(126,220,289	)	$	—	$	(126,220,289	)
Forward Commodity Contracts		—			(1,485,755	)		—		(1,485,755	)
Forward Foreign Currency Exchange Contracts		—			(5,079,185	)		—		(5,079,185	)
Swap Contracts		—			(3,502,284	)		—		(3,502,284	)
Futures Contracts		(3,050	)		—			—		(3,050	)



Total	$	(3,050	)	$	(136,287,513	)	$	—	$	(136,290,563	)

Global Macro Absolute Return Advantage Portfolio

October 31, 2011

Report of Independent Registered Public Accounting Firm

To the Trustees and Investors of Global Macro Absolute Return Advantage Portfolio:

We have audited the accompanying consolidated statement of assets and liabilities of Global Macro Absolute Return Advantage Portfolio and subsidiary (the “Portfolio”), including the consolidated portfolio of investments as of October 31, 2011, and the related consolidated statement of operations for the year then ended and the consolidated statements of changes in net assets and the consolidated supplementary data for the year then ended and 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 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, 2011, 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, such 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, 2011, the results of their operations for the year then ended and the changes in their net assets and the supplementary data for the year then ended and 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 21, 2011

Eaton Vance

Global Macro Absolute Return Advantage Fund

October 31, 2011

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 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. Each Trustee oversees 179 portfolios in the Eaton Vance Complex (including all master and feeder funds in a master feeder structure). Each officer serves as an officer of certain other Eaton Vance funds. Each Trustee and officer serves until his or her successor is elected.


	Position(s)
	with the
	Trust and		Principal Occupation(s) and Directorships
Name and Year of Birth	the Portfolio	Length of Service	During Past Five Years and Other Relevant Experience



Interested Trustee

Thomas E. Faust Jr. 1958	Trustee	Of the Trust since 2007 and of the Portfolio since 2010	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 179 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 and Portfolio. Directorships in the Last Five Years.⁽¹⁾ Director of EVC.

Noninterested Trustees

Scott E. Eston 1956	Trustee	Since 2011	Private investor. Formerly held various positions at Grantham, Mayo, Van Otterloo and Co., L.L.C. (investment management firm) (1997-2009), including Chief Operating Officer (2002-2009), Chief Financial Officer (1997-2009) and Chairman of the Executive Committee (2002-2008); President and Principal Executive Officer, GMO Trust (open-end registered investment company) (2006-2009). Former Partner, Coopers and Lybrand L.L.P. (now PricewaterhouseCoopers) (public accounting firm) (1987-1997). Directorships in the Last Five Years. None.

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. Directorships in the Last Five Years.⁽¹⁾ None.

Allen R. Freedman 1940	Trustee	Of the Trust since 2007 and of the Portfolio since 2010	Private Investor. 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). Former Chairman and a Director of Indus International, Inc. (provider of enterprise management software to the power generating industry) (2005-2007). Former Chief Executive Officer of Assurant, Inc. (insurance provider) (1979-2000). Directorships in the Last Five Years.⁽¹⁾ Director of Stonemor Partners, L.P. (owner and operator of cemeteries). Formerly, Director of Assurant, Inc. (insurance provider) (1979-2011).

William H. Park 1947	Trustee	Of the Trust since 2003 and of the Portfolio since 2010	Consultant and private investor. Formerly, Chief Financial Officer, Aveon Group L.P. (investment management firm) (2010-2011). 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 (investment management firm) (1982-2001). Formerly, Senior Manager, Price Waterhouse (now PricewaterhouseCoopers) (an independent registered public accounting firm) (1972-1981). Directorships in the Last Five Years.⁽¹⁾ None.

Eaton Vance

Global Macro Absolute Return Advantage Fund

October 31, 2011

Management and Organization — continued


	Position(s)
	with the
	Trust and		Principal Occupation(s) and Directorships
Name and Year of Birth	the Portfolio	Length of Service	During Past Five Years and Other Relevant Experience


Noninterested Trustees (continued)

Ronald A. Pearlman 1940	Trustee	Of the Trust since 2003 and of the Portfolio since 2010	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). Directorships in the Last Five Years.⁽¹⁾ None.

Helen Frame Peters 1948	Trustee	Of the Trust since 2008 and of the Portfolio since 2010	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). Directorships in the Last Five Years.⁽¹⁾ Formerly, Director of BJ’s Wholesale Club, Inc. (wholesale club retailer) (2004-2011). 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	Of the Trust since 1998 and of the Portfolio since 2010	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. Directorships in the Last Five Years.⁽¹⁾ None.

Harriett Tee Taggart 1948	Trustee	Since 2011	Managing Director, Taggart Associates (a professional practice firm). Formerly, Partner and Senior Vice President, Wellington Management Company, LLP (investment management firm) (1983-2006). Directorships in the Last Five Years. Director of Albemarle Corporation (chemicals manufacturer) (since 2007) and The Hanover Group (specialty property and casualty insurance company) (since 2009). Formerly, Director of Lubrizol Corporation (specialty chemicals) (2007-2011).

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	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). Directorships in the Last Five Years.⁽¹⁾ None.

Principal Officers who are not Trustees
	Position(s)
	with the
	Trust and	Length of	Principal Occupation(s)
Name and Year of Birth	the Portfolio	Service	During Past Five Years



Duncan W. Richardson 1957	President of the Trust	Since 2011⁽²⁾	Director of EVC and Executive Vice President and Chief Equity Investment Officer of EVC, EVM and BMR.

Mark S. Venezia 1949	President of the Portfolio	Since 2010	Vice President of EVM and BMR.

Payson F. Swaffield 1956	Vice President	Since 2011	Chief Income Investment Officer of EVC. Vice President of EVM and BMR.

Barbara E. Campbell 1957	Treasurer	Of the Trust since 2005 and of the Portfolio since 2010	Vice President of EVM and BMR.

Eaton Vance

Global Macro Absolute Return Advantage Fund

October 31, 2011

Management and Organization — continued


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


Principal Officers who are not Trustees (continued)

Maureen A. Gemma 1960	Vice President, Secretary and Chief Legal Officer	Vice President since 2011; 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.

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.


⁽¹⁾		During their respective tenures, the Trustees (except Mr. Eston and Ms. Taggart) 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 Trust (launched in 1998 and terminated in 2009).
⁽²⁾		Prior to 2011, Mr. Richardson was Vice President of the Trust since 2001.

Eaton Vance

Global Macro Absolute Return Advantage Fund

October 31, 2011

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, Eaton Vance Distributors, Inc., Eaton Vance Trust Company, Eaton Vance Management’s Real Estate Investment Group and Boston Management and Research. In addition, 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 advisor/broker-dealer, it is likely that only such advisor’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.

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 Investment Servicing (US) Inc.

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

Fund Offices
Two International Place

Boston, MA 02110


4836-12/11	GMARADVSRC


Eaton Vance Tax-Managed Global Dividend Income Fund Annual Report October 31, 2011

Annual Report October 31, 2011

Eaton Vance

Tax-Managed Global Dividend Income Fund

Table of Contents


Management’s Discussion of Fund Performance			2

Performance			3

Fund Profile			4

Endnotes and Additional Disclosures			5

Fund Expenses			6

Financial Statements			7

Report of Independent Registered Public Accounting Firm			25

Federal Tax Information			26

Management and Organization			27

Important Notices			29

Eaton Vance

Tax-Managed Global Dividend Income Fund

October 31, 2011

Management’s Discussion of Fund Performance¹

Economic and Market Conditions

In the final weeks of the period, many global equities markets produced significant gains. Investors were encouraged by Europe’s plan to combat Greece’s debt problems, expand a bailout fund and recapitalize the region’s banks. Additionally, economic data indicated that the U.S. economy may not be poised to move back into recession and that global growth could begin to accelerate.

For the 12-month period ending October 31, 2011, the MSCI World Index² returned 1.76% . Meanwhile, the MSCI Europe, Australasia, Far East (MSCI EAFE) Index declined -4.08%, the MSCI Emerging Markets Index returned -7.72% . By contrast, the S&P 500 Index advanced 8.09% .

Fund Performance

For the fiscal year ending October 31, 2011, Eaton Vance Tax-Managed Global Dividend Income Fund’s Class A shares at net asset value (NAV) had a total return of 1.52% . By comparison, the Fund’s benchmark, the MSCI World Index (the Index), gained 1.76% during the period.

The Fund’s underperformance versus the Index was due to the weak performance of its preferred stock allocation, which underperformed both the overall preferred market and the common stock portion of the Fund during the period.

Performance of the Fund’s common stock allocation was driven largely by positioning in the financials, energy, industrials, information technology (IT) and telecommunication services sectors. Underweighting the poor-performing financials sector and favoring insurance firms over banks within the sector aided results. The Fund benefited by not owning key Index components in commercial banks, capital markets and diversified financial services that performed poorly. The Fund’s outperformance in the energy sector was driven by an overweight in the energy equipment & services industry and stock selection in oil, gas & consumable fuels. An overweight in road & rail stocks boosted results in the industrials sector. Similarly, an overweight in IT services was the main driver of outperformance in IT versus the Index.

Overweighting telecommunication services stocks helped results as well. In contrast, materials and health care were the worst-performing sectors in the Fund’s common stock allocation. Stock selection was the key detractor in materials, particularly in the metals & mining industry. In health care, an underweighting and stock selection both dragged on results.

As of October 31, 2011, the Fund had approximately 16% of its total investments in preferred stocks. As previously mentioned, this allocation held back results by underperforming the Fund’s common stock allocation as well as the overall preferred market, as measured by the BofA Merrill Lynch Fixed Rate Preferred Securities Index. This underperformance resulted from several factors. An out-of-index position in securities rated below BBB⁵ hurt results, as investment-grade securities outperformed during the period. In addition, Fund positions in European financial firms were hurt by concerns over Portuguese, Italian, Greek and Spanish sovereign debt. An overweighting in bank and insurance credits also detracted, as preferreds in those industries underperformed. On the positive side, performance of the Fund’s preferred allocation was aided by owning longer-duration securities in a declining-rate environment, and by an overweighting in the utilities sector.

See Endnotes and Additional Disclosures in this report.

Eaton Vance

Tax-Managed Global Dividend Income Fund

October 31, 2011

Performance^2,3

Portfolio Managers Judith A. Saryan, CFA; Aamer Khan, CFA; John H. Croft, CFA


										Since
% Average Annual Total Returns	Inception Date			1 Year			5 Years			Inception

Class A at NAV		5/30/2003			1.52	%		-1.19	%		4.73	%
Class A at 5.75% Maximum Sales Charge		—			-4.33			-2.36			4.00
Class B at NAV		5/30/2003			0.75			-1.92			3.96
Class B at 5% Maximum Sales Charge		—			-4.05			-2.23			3.96
Class C at NAV		5/30/2003			0.76			-1.92			3.96
Class C at 1% Maximum Sales Charge		—			-0.21			-1.92			3.96
Class I at NAV		8/27/2007			1.88			—			-3.40
MSCI World Index		5/30/2003			1.76	%		-1.00	%		6.29	%
Russell 1000 Value Index		5/30/2003			6.16			-2.05			5.35

										Since
% After-Tax Returns with Maximum Sales Charge	Inception Date			1 Year			5 Years			Inception

Class A After Taxes on Distributions		5/30/2003			-5.18	%		-3.26	%		3.14	%
Class A After Taxes on Distributions and Sale of Fund Shares		—			-1.85			-2.02			3.41
Class B After Taxes on Distributions		5/30/2003			-4.83			-3.04			3.21
Class B After Taxes on Distributions and Sale of Fund Shares		—			-1.75			-1.90			3.40
Class C After Taxes on Distributions		5/30/2003			-0.98			-2.72			3.21
Class C After Taxes on Distributions and Sale of Fund Shares		—			0.75			-1.64			3.40
Class I After Taxes on Distributions		8/27/2007			0.93			—			-4.35
Class I After Taxes on Distributions and Sale of Fund Shares		—			2.29			—			-2.93

Total Annual Operating Expense Ratios⁴	Class A			Class B			Class C			Class I

		1.19	%		1.94	%		1.94	%		0.94	%

Growth of $10,000

This graph shows the change in value of a hypothetical investment of $10,000 in Class A of the Fund for the period indicated. For comparison, the same investment is shown in the indicated index.

With Maximum

Period Beginning

At NAV

Sales Charge

Class B

5/30/03

13,870

N.A.

Class C

5/30/03

13,870

N.A.

Class I

8/27/07

8,655

N.A.

See Endnotes and Additional Disclosures in this report.

Eaton Vance

Tax-Managed Global Dividend Income Fund

October 31, 2011

Fund Profile

Common Stock Sector Allocation (% of total investments)

Top 10 Common Stock Holdings (% of total investments)


International Business Machines Corp.	2.5	%
McDonald’s Corp.	2.5
British American Tobacco PLC	2.4
Philip Morris International, Inc.	2.3
Vodafone Group PLC ADR	2.1
Nestle SA	2.0
SSE PLC	1.9
Oracle Corp.	1.8
Air Products and Chemicals, Inc.	1.8
BHP Billiton, Ltd. ADR	1.7

Total	21.0	%

Country Allocation (% of total investments)


United States	63.0	%
United Kingdom	8.9
France	6.1
Germany	5.0
Switzerland	2.7
Bermuda	2.5
Ireland	2.5
Sweden	1.7
Belgium	1.0
Taiwan	1.0
Cayman Islands	1.0
Other (less than 1.0% each)	4.6

See Endnotes and Additional Disclosures in this report.

Eaton Vance

Tax-Managed Global Dividend Income Fund

October 31, 2011

Endnotes and Additional Disclosures


¹	The views expressed in this report are those of portfolio manager(s) and are current only through the date stated at the top of this page. These views are subject to change at any time based upon market or other conditions, and Eaton Vance and the Fund(s) disclaim any responsibility to update such views. These views may not be relied upon as investment advice and, because investment decisions are based on many factors, may not be relied upon as an indication of trading intent on behalf of any Eaton Vance fund. This commentary may contain statements that are not historical facts, referred to as forward looking statements. The Fund’s actual future results may differ significantly from those stated in any forward looking statement, depending on factors such as changes in securities or financial markets or general economic conditions, the volume of sales and purchases of Fund shares, the continuation of investment advisory, administrative and service contracts, and other risks discussed from time to time in the Fund’s filings with the Securities and Exchange Commission.

²	MSCI World Index is an unmanaged index of equity securities in the developed markets. MSCI EAFE Index is an unmanaged index of equities in the developed markets, excluding the U.S. and Canada. MSCI Emerging Markets Index is an unmanaged index of emerging markets common stocks. MSCI indices are net of foreign withholding taxes. 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. S&P 500 Index is an unmanaged index of large-cap stocks commonly used as a measure of U.S. stock market performance. BofA Merrill Lynch Fixed Rate Preferred Securities Index is an unmanaged index of fixed-rate, preferred securities issued in the U.S. Russell 1000 Value Index is an unmanaged index of 1,000 U.S. large-cap value stocks. Unless otherwise stated, index returns do not reflect the effect of any applicable sales charges, commissions, expenses, taxes or leverage, as applicable. It is not possible to invest directly in an index.

³	Total Returns at NAV do not include applicable sales charges. If sales charges were deducted, the returns would be lower. Total Returns shown with maximum sales charge reflect the stated maximum sales charge. Unless otherwise stated, performance does not reflect the deduction of taxes on Fund distributions or redemptions of Fund shares. After-tax returns are calculated using certain assumptions, including using the highest historical individual federal income tax rates and do not reflect the impact of state/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 shares held by nontaxable entities. Return After Taxes on Distributions may be the same as Return Before Taxes for the same period because no taxable distributions were made during that period. Return After Taxes on Distributions and Sale of Fund Shares 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. Fund’s after-tax returns also may reflect foreign tax credits passed by the Fund to its shareholders.

⁴	Source: Fund prospectus.

⁵	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.

	Fund profile subject to change due to active management.

Eaton Vance

Tax-Managed Global Dividend Income Fund

October 31, 2011

Fund Expenses


	Beginning		Ending		Expenses Paid		Annualized
	Account Value		Account Value		During Period*		Expense
	(5/1/11)		(10/31/11)		(5/1/11 – 10/31/11)		Ratio


Actual
Class A	$	1,000.00	$	908.60	$	5.72		1.19	%
Class B	$	1,000.00	$	905.90	$	9.32		1.94	%
Class C	$	1,000.00	$	905.00	$	9.32		1.94	%
Class I	$	1,000.00	$	910.80	$	4.53		0.94	%





Hypothetical
(5% return per year before expenses)
Class A	$	1,000.00	$	1,019.20	$	6.06		1.19	%
Class B	$	1,000.00	$	1,015.40	$	9.86		1.94	%
Class C	$	1,000.00	$	1,015.40	$	9.86		1.94	%
Class I	$	1,000.00	$	1,020.50	$	4.79		0.94	%


*	Expenses are equal to the Fund’s annualized expense ratio for the indicated Class, 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, 2011.

Eaton Vance

Tax-Managed Global Dividend Income Fund

October 31, 2011

Portfolio of Investments


Common Stocks — 75.5%

Security	Shares		Value



Aerospace & Defense — 1.3%

United Technologies Corp.		175,000	$	13,646,500


			$	13,646,500




Beverages — 1.0%

Anheuser-Busch InBev NV		200,000	$	11,091,227


			$	11,091,227




Building Products — 0.9%

Compagnie de Saint-Gobain		200,000	$	9,243,497


			$	9,243,497




Chemicals — 4.2%

Air Products and Chemicals, Inc.		218,000	$	18,778,520
BASF SE		250,000		18,248,946
LyondellBasell Industries NV, Class A		260,000		8,543,600


			$	45,571,066




Commercial Banks — 4.9%

Australia and New Zealand Banking Group, Ltd.		220,000	$	4,971,210
HSBC Holdings PLC ADR		125,000		5,457,500
PNC Financial Services Group, Inc.		310,000		16,650,100
U.S. Bancorp		588,421		15,057,693
Wells Fargo & Co.		420,000		10,882,200


			$	53,018,703




Communications Equipment — 1.9%

HTC Corp.		471,500	$	10,596,279
Telefonaktiebolaget LM Ericsson, Class B		925,000		9,641,759


			$	20,238,038




Construction & Engineering — 0.8%

Vinci SA		175,000	$	8,581,707


			$	8,581,707




Diversified Financial Services — 0.5%

JPMorgan Chase & Co.		150,000	$	5,214,000


			$	5,214,000




Diversified Telecommunication Services — 1.8%

Tele2 AB		408,580	$	8,603,997
Telstra Corp., Ltd.		1,450,000		4,708,054
Verizon Communications, Inc.		167,000		6,175,660


			$	19,487,711




Electric Utilities — 3.1%

American Electric Power Co., Inc.		314,000	$	12,333,920
SSE PLC		955,000		20,633,887


			$	32,967,807




Energy Equipment & Services — 1.6%

Schlumberger, Ltd.		125,000	$	9,183,750
Seadrill, Ltd.		250,000		8,209,765


			$	17,393,515




Food & Staples Retailing — 0.8%

Wal-Mart Stores, Inc.		145,000	$	8,224,400


			$	8,224,400




Food Products — 2.0%

Nestle SA		368,000	$	21,284,259


			$	21,284,259




Health Care Equipment & Supplies — 0.8%

Covidien PLC		180,000	$	8,467,200


			$	8,467,200




Health Care Providers & Services — 1.6%

Fresenius Medical Care AG & Co. KGaA		233,000	$	16,973,042


			$	16,973,042




Household Products — 1.2%

Henkel AG & Co. KGaA, PFC Shares		228,000	$	13,553,467


			$	13,553,467




Hotels, Restaurants & Leisure — 3.2%

Carnival Corp.		240,000	$	8,450,400
McDonald’s Corp.		280,000		25,998,000


			$	34,448,400




Industrial Conglomerates — 0.3%

Orkla ASA		331,798	$	2,876,453


			$	2,876,453

See Notes to Financial Statements.

Eaton Vance

Tax-Managed Global Dividend Income Fund

October 31, 2011

Portfolio of Investments — continued


Security	Shares		Value


Insurance — 3.3%

Aflac, Inc.		100,000	$	4,509,000
AXA SA		600,000		9,650,364
MetLife, Inc.		295,000		10,372,200
Prudential Financial, Inc.		200,000		10,840,000


			$	35,371,564




IT Services — 4.2%

Accenture PLC, Class A		300,000	$	18,078,000
International Business Machines Corp.		145,000		26,771,350


			$	44,849,350




Machinery — 0.8%

Deere & Co.		115,000	$	8,728,500


			$	8,728,500




Media — 0.7%

McGraw-Hill Cos., Inc. (The)		190,000	$	8,075,000


			$	8,075,000




Metals & Mining — 2.5%

BHP Billiton, Ltd. ADR		234,931	$	18,343,413
Freeport-McMoRan Copper & Gold, Inc.		200,000		8,052,000


			$	26,395,413




Multi-Utilities — 2.1%

CMS Energy Corp.		625,000	$	13,012,500
National Grid PLC		1,000,000		9,942,040


			$	22,954,540




Oil, Gas & Consumable Fuels — 7.4%

ConocoPhillips		240,000	$	16,716,000
ENI SpA		450,000		9,946,755
Exxon Mobil Corp.		110,000		8,589,900
Occidental Petroleum Corp.		100,000		9,294,000
Royal Dutch Shell PLC, Class A		487,000		17,251,832
Total SA		340,000		17,740,254


			$	79,538,741




Pharmaceuticals — 4.9%

Abbott Laboratories		147,000	$	7,918,890
Johnson & Johnson		250,000		16,097,500
Novartis AG		120,000		6,760,232
Sanofi SA		182,000		13,020,099
Teva Pharmaceutical Industries, Ltd. ADR		214,000		8,741,900


			$	52,538,621




Road & Rail — 3.1%

Canadian National Railway Co.		230,000	$	18,036,600
Union Pacific Corp.		150,000		14,935,500


			$	32,972,100




Software — 2.9%

Microsoft Corp.		450,000	$	11,983,500
Oracle Corp.		575,000		18,842,750


			$	30,826,250




Specialty Retail — 3.3%

Home Depot, Inc.		230,000	$	8,234,000
Industria de Diseno Textil SA		70,000		6,354,562
Kingfisher PLC		1,000,000		4,143,094
TJX Companies, Inc. (The)		285,000		16,795,050


			$	35,526,706




Textiles, Apparel & Luxury Goods — 0.4%

Adidas AG		55,000	$	3,873,470


			$	3,873,470




Tobacco — 4.7%

British American Tobacco PLC		554,000	$	25,401,073
Philip Morris International, Inc.		352,000		24,594,240


			$	49,995,313




Water Utilities — 1.2%

United Utilities Group PLC		1,284,240	$	12,519,067


			$	12,519,067




Wireless Telecommunication Services — 2.1%

Vodafone Group PLC ADR		811,000	$	22,578,240


			$	22,578,240



Total Common Stocks
(identified cost $683,349,754)			$	809,023,867

See Notes to Financial Statements.

Eaton Vance

Tax-Managed Global Dividend Income Fund

October 31, 2011

Portfolio of Investments — continued


Preferred Stocks — 16.0%

Security	Shares		Value


Commercial Banks — 6.3%

Abbey National Capital Trust I, 8.963%⁽²⁾		3,832	$	3,794,161
Bank of America Corp., 8.125%⁽²⁾		5,158		4,999,058
Barclays Bank PLC, 7.434%⁽²⁾⁽³⁾		4,900		4,743,612
BNP Paribas, 5.186%⁽²⁾⁽³⁾		4,900		3,908,116
BNP Paribas, 7.195%⁽²⁾⁽³⁾		5,020		4,343,216
Countrywide Capital V, 7.00%		58,000		1,241,200
Farm Credit Bank of Texas, Series I, 10.00%		5,123		5,808,201
HSBC Capital Funding LP, 10.176%⁽²⁾⁽³⁾		3,250		4,214,284
JPMorgan Chase & Co., 7.90%⁽²⁾		2,080		2,247,655
KeyCorp, Series A, 7.75%		30,988		3,253,740
Landsbanki Islands HF, 7.431%^{(1)(2)(3)(4)(5)}		14,750		0
Lloyds Banking Group PLC, 6.267%^(1)(2)(3)		4,195		2,684,800
Lloyds Banking Group PLC, 6.657%^(1)(2)(3)		6,276		4,016,640
PNC Financial Services Group, Inc., 6.75%⁽²⁾		5,200		5,308,206
Royal Bank of Scotland Group PLC, 7.648%⁽²⁾		3,020		2,156,539
Royal Bank of Scotland Group PLC, Series F, 7.65%		150,660		2,924,311
Royal Bank of Scotland Group PLC, Series H, 7.25%		89,025		1,650,523
Royal Bank of Scotland Group PLC, Series Q, 6.75%		14,575		197,929
Standard Chartered PLC, 6.409%⁽²⁾⁽³⁾		53		4,753,022
Wells Fargo & Co., Series L, 7.50%		4,500		4,752,675
Zions Bancorporation, Series C, 9.50%		40,600		1,050,728


			$	68,048,616




Consumer Finance — 0.4%

Ally Financial, Inc., Series A, 8.50%⁽²⁾		216,675	$	4,216,821


			$	4,216,821




Diversified Financial Services — 1.9%

Citigroup Capital XI, 6.00%		128,180	$	2,891,741
Heller Financial, Inc., Series D, 6.95%		34,000		3,415,939
PPTT, 2006-A GS, Class A, 5.736%⁽²⁾⁽³⁾		70		14,176,747


			$	20,484,427




Electric Utilities — 1.7%

Entergy Louisiana, LLC, 6.95%		50,600	$	5,101,113
Southern California Edison Co., 6.00%		15,000		1,484,063
Southern California Edison Co., Series D, 6.50%		62,100		6,450,637
Virginia Electric and Power Co., 6.12%		48		4,985,427


			$	18,021,240




Food Products — 0.1%

Ocean Spray Cranberries, Inc., 6.25%⁽³⁾		13,250	$	1,170,555


			$	1,170,555




Insurance — 4.2%

Aegon NV, 6.375%		64,485	$	1,376,755
Arch Capital Group, Ltd., Series A, 8.00%		185,500		4,730,250
Aspen Insurance Holdings, Ltd., 7.401%⁽²⁾		48,300		1,193,493
AXA SA, 6.379%⁽²⁾⁽³⁾		4,250		3,321,793
AXA SA, 6.463%⁽²⁾⁽³⁾		6,538		4,850,645
Endurance Specialty Holdings, Ltd., Series B, 7.50%		167,475		4,190,224
ING Capital Funding Trust III, 3.969%⁽²⁾		10,550		9,012,054
Montpelier Re Holdings, Ltd., 8.875%		338,225		9,088,106
PartnerRe, Ltd., Series E, 7.25%		166,475		4,286,731
RAM Holdings, Ltd., Series A, 7.50%⁽²⁾		5,000		2,750,313


			$	44,800,364




Real Estate Investment Trusts (REITs) — 1.2%

CapLease, Inc., Series A, 8.125%		225,000	$	5,474,250
Cedar Shopping Centers, Inc., Series A, 8.875%		121,974		2,940,793
DDR Corp., Series I, 7.50%		107,500		2,569,250
Sunstone Hotel Investors, Inc., Series D, 8.00%		92,700		2,037,778


			$	13,022,071




Telecommunications — 0.2%

Centaur Funding Corp., 9.080%⁽³⁾		1,632	$	1,890,570


			$	1,890,570



Total Preferred Stocks
(identified cost $193,340,845)			$	171,654,664




Corporate Bonds & Notes — 5.7%

	Principal
	Amount
Security	(000’s omitted)		Value



Commercial Banks — 1.5%

ABN Amro North American Holding Preferred Capital Repackage Trust I, 6.523% to 11/8/12, 12/29/49⁽³⁾⁽⁶⁾	$	2,750	$	2,186,250
Citigroup Capital XXI, 8.30% to 12/21/37, 12/21/57, 12/21/77⁽⁶⁾⁽⁷⁾		5,497		5,565,713
Groupe BPCE, 12.50% to 9/30/19, 8/29/49⁽³⁾⁽⁶⁾		6,320		5,884,065

See Notes to Financial Statements.

Eaton Vance

Tax-Managed Global Dividend Income Fund

October 31, 2011

Portfolio of Investments — continued


	Principal
	Amount
Security	(000’s omitted)			Value


Commercial Banks (continued)


Northgroup Preferred Capital Corp., 6.378% to 10/15/17, 1/29/49⁽³⁾⁽⁶⁾	$	1,874		$	1,744,765
Societe Generale SA, 5.922% to 4/5/17, 4/5/49⁽³⁾⁽⁶⁾		1,041			713,438


				$	16,094,231




Diversified Financial Services — 0.6%

Corporate Portfolio Trust, 9.618%, 6/15/2110⁽²⁾⁽³⁾	$	2,066		$	1,897,749
Textron Financial Corp., 6.00% to 2/15/17, 2/15/67⁽³⁾⁽⁶⁾		3,000			2,295,000
ZFS Finance USA Trust V, 6.50% to 5/9/17, 5/9/37, 5/9/67^(3)(6)(7)		2,030			1,887,900


			��	$	6,080,649




Electric Utilities — 0.8%

Energisa SA, 9.50%, 1/29/49⁽³⁾	$	2,610		$	2,636,100
Integrys Energy Group, Inc., 6.11% to 12/1/16, 12/1/66⁽⁶⁾		1,359			1,299,232
PPL Capital Funding, Inc., Series A, 6.70% to 3/30/17, 3/30/67⁽⁶⁾		5,000			4,830,365


				$	8,765,697




Insurance — 1.4%

MetLife, Inc., 10.75% to 8/1/34, 8/1/39, 8/1/69⁽⁶⁾⁽⁷⁾	$	3,865		$	5,114,628
QBE Capital Funding II LP, 6.797% to 6/1/17, 6/29/49⁽³⁾⁽⁶⁾		2,290			2,076,373
Stoneheath RE, 3.523% to 12/19/11, 12/29/49⁽⁶⁾		4,500			3,330,000
XL Capital, Ltd., 6.50% to 4/15/17, 12/29/49⁽⁶⁾		5,678			4,826,300


				$	15,347,301




Pipelines — 0.9%

Enterprise Products Operating, LLC, 7.00% to 6/1/17, 6/1/67⁽⁶⁾	$	2,975		$	2,888,112
Southern Union Co., 7.20% to 11/1/11, 11/1/66⁽⁶⁾		7,300			6,314,500


				$	9,202,612




Retail-Food and Drug — 0.5%

CVS Caremark Corp., 6.302% to 6/1/12, 6/1/37, 6/1/62⁽⁶⁾⁽⁷⁾	$	5,966		$	5,795,271


				$	5,795,271



Total Corporate Bonds & Notes
(identified cost $62,012,665)				$	61,285,761




Short-Term Investments — 1.6%

	Interest
Description	(000’s omitted)			Value


Eaton Vance Cash Reserves Fund, LLC, 0.12%⁽⁸⁾	$	17,218		$	17,218,191



Total Short-Term Investments
(identified cost $17,218,191)				$	17,218,191



Total Investments — 98.8%
(identified cost $955,921,455)				$	1,059,182,483



Other Assets, Less Liabilities — 1.2%				$	12,739,619



Net Assets — 100.0%				$	1,071,922,102

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
PPTT		- Preferred Pass-Through Trust


⁽¹⁾		Non-income producing security.

⁽²⁾		Variable rate security. The stated interest rate represents the rate in effect at October 31, 2011.

⁽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, 2011, the aggregate value of these securities is $75,395,640 or 7.0% 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, 2011.

See Notes to Financial Statements.

Eaton Vance

Tax-Managed Global Dividend Income Fund

October 31, 2011

Portfolio of Investments — continued


Country Concentration

	Percentage
Country	of Total Investments			Value


United States		61.4	%	$	650,214,849
United Kingdom		8.9			94,663,756	��
France		6.1			64,119,986
Germany		5.0			52,648,925
Switzerland		2.7			28,044,491
Bermuda		2.5			26,968,319
Ireland		2.5			26,545,200
Sweden		1.7			18,245,756
Belgium		1.0			11,091,227
Taiwan		1.0			10,596,279
Cayman Islands		1.0			10,046,870
Italy		0.9			9,946,755
Australia		0.9			9,679,264
Israel		0.8			8,741,900
Netherlands		0.8			8,543,600
Spain		0.6			6,354,562
Norway		0.3			2,876,453
Brazil		0.3			2,636,100
Iceland		0.0			0


Long-Term Investments		98.4	%	$	1,041,964,292


Short-Term Investments		1.6			17,218,191


Total Investments		100.0	%	$	1,059,182,483

See Notes to Financial Statements.

Eaton Vance

Tax-Managed Global Dividend Income Fund

October 31, 2011

Statement of Assets and Liabilities


Assets	October 31, 2011

Unaffiliated investments, at value (identified cost, $938,703,264)	$	1,041,964,292
Affiliated investment, at value (identified cost, $17,218,191)		17,218,191
Foreign currency, at value (identified cost, $835,035)		848,586
Dividends and interest receivable		2,547,365
Interest receivable from affiliated investment		1,605
Receivable for investments sold		27,786,281
Receivable for Fund shares sold		1,583,640
Tax reclaims receivable		3,847,216


Total assets	$	1,095,797,176




Liabilities

Payable for investments purchased	$	18,242,777
Payable for Fund shares redeemed		4,134,968
Payable to affiliates:
Investment adviser fee		558,487
Distribution and service fees		475,300
Administration fee		131,681
Trustees’ fees		3,230
Accrued expenses		328,631


Total liabilities	$	23,875,074


Net assets	$	1,071,922,102




Sources of Net Assets

Paid-in capital	$	1,572,070,726
Accumulated net realized loss		(606,762,365	)
Accumulated undistributed net investment income		2,981,381
Net unrealized appreciation		103,632,360


Total assets	$	1,071,922,102




Class A Shares

Net Assets	$	546,678,894
Shares Outstanding		58,840,366
Net Asset Value and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	9.29
Maximum Offering Price Per Share
(100 ¸ 94.25 of net asset value per share)	$	9.86




Class B Shares

Net Assets	$	67,748,645
Shares Outstanding		7,308,908
Net Asset Value and Offering Price Per Share*
(net assets ¸ shares of beneficial interest outstanding)	$	9.27




Class C Shares

Net Assets	$	371,066,175
Shares Outstanding		40,023,281
Net Asset Value and Offering Price Per Share*
(net assets ¸ shares of beneficial interest outstanding)	$	9.27




Class I Shares

Net Assets	$	86,428,388
Shares Outstanding		9,297,333
Net Asset Value, Offering Price and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	9.30

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.

See Notes to Financial Statements.

Eaton Vance

Tax-Managed Global Dividend Income Fund

October 31, 2011

Statement of Operations


	Year Ended
Investment Income	October 31, 2011

Dividends (net of foreign taxes, $5,569,352)	$	73,422,446
Interest		6,315,953
Interest allocated from affiliated investment		14,846
Expenses allocated from affiliated investment		(1,388	)


Total investment income	$	79,751,857





Expenses

Investment adviser fee	$	7,380,503
Administration fee		1,751,413
Distribution and service fees
Class A		1,499,023
Class B		794,007
Class C		4,164,236
Trustees’ fees and expenses		39,174
Custodian fee		353,839
Transfer and dividend disbursing agent fees		864,144
Legal and accounting services		77,949
Printing and postage		122,811
Registration fees		104,275
Stock dividend tax		2,173
Miscellaneous		83,944


Total expenses	$	17,237,491


Deduct —
Reduction of custodian fee	$	141


Total expense reductions	$	141



Net expenses	$	17,237,350



Net investment income	$	62,514,507





Realized and Unrealized Gain (Loss)

Net realized gain (loss) —
Investment transactions	$	60,668,201
Investment transactions allocated from affiliated investment		1,046
Foreign currency transactions		(319,844	)


Net realized gain	$	60,349,403


Change in unrealized appreciation (depreciation) —
Investments	$	(103,739,038	)
Foreign currency		173,281


Net change in unrealized appreciation (depreciation)	$	(103,565,757	)



Net realized and unrealized loss	$	(43,216,354	)



Net increase in net assets from operations	$	19,298,153

See Notes to Financial Statements.

Eaton Vance

Tax-Managed Global Dividend Income Fund

October 31, 2011

Statements of Changes in Net Assets


	Year Ended October 31,

Increase (Decrease) in Net Assets	2011			2010

From operations —
Net investment income	$	62,514,507		$	61,759,389
Net realized gain (loss) from investment, foreign currency and forward foreign currency exchange contract transactions		60,349,403			(23,631,577	)
Net change in unrealized appreciation (depreciation) from investments and foreign currency		(103,565,757	)		105,326,607


Net increase in net assets from operations	$	19,298,153		$	143,454,419


Distributions to shareholders —
From net investment income
Class A	$	(32,120,549	)	$	(37,409,049	)
Class B		(3,672,459	)		(4,340,401	)
Class C		(19,248,504	)		(22,168,726	)
Class I		(4,114,452	)		(2,370,635	)


Total distributions to shareholders	$	(59,155,964	)	$	(66,288,811	)


Transactions in shares of beneficial interest —
Proceeds from sale of shares
Class A	$	91,872,223		$	125,910,027
Class B		5,809,065			8,313,402
Class C		40,593,389			58,229,707
Class I		54,412,844			57,662,846
Net asset value of shares issued to shareholders in payment of distributions declared
Class A		24,049,944			27,009,095
Class B		2,380,154			2,803,381
Class C		11,991,843			12,802,502
Class I		2,877,443			1,420,801
Cost of shares redeemed
Class A		(204,732,298	)		(219,303,807	)
Class B		(17,438,200	)		(17,500,748	)
Class C		(110,113,873	)		(107,522,063	)
Class I		(24,060,417	)		(24,206,977	)
Net asset value of shares exchanged
Class A		5,575,433			3,023,116
Class B		(5,575,433	)		(3,023,116	)


Net decrease in net assets from Fund share transactions	$	(122,357,883	)	$	(74,381,834	)



Net increase (decrease) in net assets	$	(162,215,694	)	$	2,783,774





Net Assets

At beginning of year	$	1,234,137,796		$	1,231,354,022


At end of year	$	1,071,922,102		$	1,234,137,796





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

At end of year	$	2,981,381		$	(83,661	)

See Notes to Financial Statements.

Eaton Vance

Tax-Managed Global Dividend Income Fund

October 31, 2011

Financial Highlights


	Class A

	Year Ended October 31,

	2011			2010			2009			2008			2007

Net asset value — Beginning of year	$	9.660		$	9.050		$	8.830		$	14.520		$	13.400		��





Income (Loss) From Operations

Net investment income⁽¹⁾	$	0.550		$	0.494		$	0.523		$	0.862		$	0.810
Net realized and unrealized gain (loss)		(0.397	)		0.644			0.311			(5.751	)		1.080


Total income (loss) from operations	$	0.153		$	1.138		$	0.834		$	(4.889	)	$	1.890





Less Distributions

From net investment income	$	(0.523	)	$	(0.528	)	$	(0.614	)	$	(0.801	)	$	(0.770	)


Total distributions	$	(0.523	)	$	(0.528	)	$	(0.614	)	$	(0.801	)	$	(0.770	)



Net asset value — End of year	$	9.290		$	9.660		$	9.050		$	8.830		$	14.520



Total Return⁽²⁾		1.52	%		12.99	%		10.49	%		(35.08	)%		14.47	%





Ratios/Supplemental Data

Net assets, end of year (000’s omitted)	$	546,679		$	648,656		$	670,392		$	673,782		$	1,141,383
Ratios (as a percentage of average daily net assets):
Expenses⁽³⁾		1.17	%		1.19	%		1.21	%		1.15	%		1.14	%
Net investment income		5.65	%		5.34	%		6.38	%		7.00	%		5.72	%
Portfolio Turnover		101	%		127	%		101	%		181	%		139	%


⁽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%.

See Notes to Financial Statements.

Eaton Vance

Tax-Managed Global Dividend Income Fund

October 31, 2011

Financial Highlights — continued


	Class B

	Year Ended October 31,

	2011			2010			2009			2008			2007

Net asset value — Beginning of year	$	9.640		$	9.030		$	8.820		$	14.490		$	13.370





Income (Loss) From Operations

Net investment income⁽¹⁾	$	0.479		$	0.424		$	0.463		$	0.772		$	0.716
Net realized and unrealized gain (loss)		(0.399	)		0.645			0.300			(5.736	)		1.064


Total income (loss) from operations	$	0.080		$	1.069		$	0.763		$	(4.964	)	$	1.780





Less Distributions

From net investment income	$	(0.450	)	$	(0.459	)	$	(0.553	)	$	(0.706	)	$	(0.660	)


Total distributions	$	(0.450	)	$	(0.459	)	$	(0.553	)	$	(0.706	)	$	(0.660	)



Net asset value — End of year	$	9.270		$	9.640		$	9.030		$	8.820		$	14.490



Total Return⁽²⁾		0.75	%		12.18	%		9.57	%		(35.51	)%		13.62	%





Ratios/Supplemental Data

Net assets, end of year (000’s omitted)	$	67,749		$	85,354		$	89,245		$	97,996		$	181,741
Ratios (as a percentage of average daily net assets):
Expenses⁽³⁾		1.92	%		1.94	%		1.96	%		1.90	%		1.89	%
Net investment income		4.93	%		4.59	%		5.67	%		6.26	%		5.08	%
Portfolio Turnover		101	%		127	%		101	%		181	%		139	%


⁽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%.

See Notes to Financial Statements.

Eaton Vance

Tax-Managed Global Dividend Income Fund

October 31, 2011

Financial Highlights — continued


	Class C

	Year Ended October 31,

	2011			2010			2009			2008			2007

Net asset value — Beginning of year	$	9.640		$	9.030		$	8.820		$	14.500		$	13.370





Income (Loss) From Operations

Net investment income⁽¹⁾	$	0.477		$	0.423		$	0.460		$	0.769		$	0.704
Net realized and unrealized gain (loss)		(0.397	)		0.646			0.303			(5.742	)		1.086


Total income (loss) from operations	$	0.080		$	1.069		$	0.763		$	(4.973	)	$	1.790





Less Distributions

From net investment income	$	(0.450	)	$	(0.459	)	$	(0.553	)	$	(0.707	)	$	(0.660	)


Total distributions	$	(0.450	)	$	(0.459	)	$	(0.553	)	$	(0.707	)	$	(0.660	)



Net asset value — End of year	$	9.270		$	9.640		$	9.030		$	8.820		$	14.500



Total Return⁽²⁾		0.76	%		12.18	%		9.57	%		(35.51	)%		13.63	%





Ratios/Supplemental Data

Net assets, end of year (000’s omitted)	$	371,066		$	442,969		$	451,078		$	458,907		$	779,330
Ratios (as a percentage of average daily net assets):
Expenses⁽³⁾		1.92	%		1.94	%		1.96	%		1.90	%		1.89	%
Net investment income		4.92	%		4.58	%		5.63	%		6.25	%		4.98	%
Portfolio Turnover		101	%		127	%		101	%		181	%		139	%


⁽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%.

See Notes to Financial Statements.

Eaton Vance

Tax-Managed Global Dividend Income Fund

October 31, 2011

Financial Highlights — continued


	Class I

	Year Ended October 31,
													Period Ended
	2011			2010			2009			2008			October 31, 2007⁽¹⁾

Net asset value — Beginning of period	$	9.660		$	9.050		$	8.840		$	14.530		$	14.100





Income (Loss) From Operations

Net investment income⁽²⁾	$	0.573		$	0.518		$	0.479		$	0.681		$	0.054
Net realized and unrealized gain (loss)		(0.385	)		0.643			0.365			(5.538	)		0.514


Total income (loss) from operations	$	0.188		$	1.161		$	0.844		$	(4.857	)	$	0.568





Less Distributions

From net investment income	$	(0.548	)	$	(0.551	)	$	(0.634	)	$	(0.833	)	$	(0.138	)


Total distributions	$	(0.548	)	$	(0.551	)	$	(0.634	)	$	(0.833	)	$	(0.138	)



Net asset value — End of period	$	9.300		$	9.660		$	9.050		$	8.840		$	14.530



Total Return⁽³⁾		1.88	%		13.27	%		10.63	%		(34.84	)%		4.04	%⁽⁴⁾





Ratios/Supplemental Data

Net assets, end of period (000’s omitted)	$	86,428		$	57,160		$	20,639		$	1,773		$	453
Ratios (as a percentage of average daily net assets):
Expenses⁽⁵⁾		0.93	%		0.94	%		0.94	%		0.90	%		0.89	%⁽⁶⁾
Net investment income		5.91	%		5.63	%		5.71	%		5.95	%		2.06	%⁽⁶⁾
Portfolio Turnover		101	%		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

October 31, 2011

Notes to Financial Statements

1 Significant Accounting Policies

Eaton Vance Tax-Managed Global 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. Beginning on January 1, 2012, Class B shares are only available for purchase upon exchange from another Eaton Vance fund or through reinvestment of distributions. 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. 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 obligations 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 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. 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 Fund’s 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 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 relevant factors, which are likely to vary from one pricing context to another. These factors may include, but are not limited to, the type of security, the existence of any contractual restrictions on the security’s disposition, the price and extent of public trading in similar securities of the issuer or of comparable companies or entities, quotations or relevant information obtained from broker/dealers or other market participants, information obtained from the issuer, analysts, and/or the appropriate stock exchange (for exchange-traded securities), an analysis of the company’s or entity’s financial condition, and an evaluation of the forces that influence the issuer and the market(s) in which the security is purchased and sold.

The Fund may invest in 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.

Eaton Vance

Tax-Managed Global Dividend Income Fund

October 31, 2011

Notes to Financial Statements — continued

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, 2011, the Fund, for federal income tax purposes, had a capital loss carryforward of $597,648,096 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 ($315,514,692), October 31, 2017 ($258,617,823) and October 31, 2018 ($23,515,581). In addition, such capital loss carryforward cannot be utilized prior to the utilization of new capital losses, if any, created after October 31, 2011.

During the year ended October 31, 2011, a capital loss carryforward of $54,294,083 was utilized to offset net realized gains by the Fund.

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. 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

Eaton Vance

Tax-Managed Global Dividend Income Fund

October 31, 2011

Notes to Financial Statements — continued

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, 2011 and October 31, 2010 was as follows:


	Year Ended October 31,

	2011		2010


Distributions declared from:
Ordinary income	$	59,155,964	$	66,288,811

During the year ended October 31, 2011, accumulated net realized loss was decreased by $293,501 and accumulated undistributed net investment income was decreased by $293,501 due to differences between book and tax accounting, primarily for foreign currency gain (loss), accretion of market discount 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, 2011, the components of distributable earnings (accumulated losses) and unrealized appreciation (depreciation) on a tax basis were as follows:




Undistributed ordinary income	$	3,606,536
Capital loss carryforward	$	(597,648,096	)
Net unrealized appreciation	$	93,892,936

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, 0.60% from $1 billion up to $2.5 billion and at reduced rates as daily net assets of $2.5 billion or more, and is payable monthly. The Fund 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, 2011, the Fund’s investment adviser fee amounted to $7,380,503 or 0.63% of the Fund’s average daily net assets. The administration fee is earned by EVM for administering the business affairs of the Fund and is computed at an annual rate of 0.15% of the Fund’s average daily net assets. For the year ended October 31, 2011, the administration fee amounted to $1,751,413. 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, 2011, EVM earned $40,119 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 $152,721 as its portion of the sales charge on sales of Class A shares for the year ended October 31, 2011. 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, 2011, no significant amounts have been deferred. Certain officers and Trustees of the Fund are officers of EVM.

4 Distribution Plans

Eaton Vance

Tax-Managed Global Dividend Income Fund

October 31, 2011

Notes to Financial Statements — continued

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, 2011, the Fund paid or accrued to EVD $595,505 and $3,123,177 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, 2011, the amounts of Uncovered Distribution Charges of EVD calculated under the Class B and Class C Plans were approximately $5,246,000 and $48,371,000, respectively.

Pursuant to the Class B and Class C Plans, the Fund also makes 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 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, 2011 amounted to $198,502 and $1,041,059 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, 2011, the Fund was informed that EVD received approximately $25,000, $146,000 and $21,000 of CDSCs paid by Class A, Class B and Class C shareholders, respectively.

6 Purchases and Sales of Investments

Purchases and sales of investments, other than short-term obligations, aggregated $1,164,301,882 and $1,306,681,948, respectively, for the year ended October 31, 2011.

7 Shares of Beneficial Interest


	Year Ended October 31,

Class A	2011			2010


Sales		9,538,392			13,462,214
Issued to shareholders electing to receive payments of distributions in Fund shares		2,494,882			2,915,093
Redemptions		(20,950,310	)		(23,644,245	)
Exchange from Class B shares		596,639			323,496



Net decrease		(8,320,397	)		(6,943,442	)





	Year Ended October 31,

Class B	2011			2010


Sales		596,753			890,374
Issued to shareholders electing to receive payments of distributions in Fund shares		247,389			303,285
Redemptions		(1,794,881	)		(1,898,127	)
Exchange to Class A shares		(597,865	)		(324,174	)



Net decrease		(1,548,604	)		(1,028,642	)

Eaton Vance

Tax-Managed Global Dividend Income Fund

October 31, 2011

Notes to Financial Statements — continued


	Year Ended October 31,

Class C	2011			2010


Sales		4,174,026			6,263,517
Issued to shareholders electing to receive payments of distributions in Fund shares		1,247,679			1,384,706
Redemptions		(11,357,748	)		(11,648,460	)



Net decrease		(5,936,043	)		(4,000,237	)





	Year Ended October 31,

Class I	2011			2010


Sales		5,572,080			6,139,973
Issued to shareholders electing to receive payments of distributions in Fund shares		299,383			154,612
Redemptions		(2,488,926	)		(2,659,824	)



Net increase		3,382,537			3,634,761

8 Federal Income Tax Basis of Investments

The cost and unrealized appreciation (depreciation) of investments of the Fund at October 31, 2011, as determined on a federal income tax basis, were as follows:


Aggregate cost	$	965,664,854



Gross unrealized appreciation	$	140,606,197
Gross unrealized depreciation		(47,088,568	)



Net unrealized appreciation	$	93,517,629

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 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.

Eaton Vance

Tax-Managed Global Dividend Income Fund

October 31, 2011

Notes to Financial Statements — continued

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.)

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

At October 31, 2011, the hierarchy of inputs used in valuing the Fund’s investments, which are carried at value, were as follows:


Asset Description	Level 1		Level 2			Level 3		Total


Common Stocks
Consumer Discretionary	$	67,552,450	$	14,371,126		$	—	$	81,923,576
Consumer Staples		32,818,640		71,330,026			—		104,148,666
Energy		43,783,650		53,148,606			—		96,932,256
Financials		78,982,693		14,621,574			—		93,604,267
Health Care		41,225,490		36,753,373			—		77,978,863
Industrials		55,347,100		20,701,657			—		76,048,757
Information Technology		75,675,600		20,238,038			—		95,913,638
Materials		53,717,533		18,248,946			—		71,966,479
Telecommunication Services		28,753,900		13,312,051			—		42,065,951
Utilities		25,346,420		43,094,994			—		68,441,414



Total Common Stocks	$	503,203,476	$	305,820,391	*	$	—	$	809,023,867



Preferred Stocks
Consumer Staples	$	—	$	1,170,555		$	—	$	1,170,555
Financials		53,812,700		96,759,599			0		150,572,299
Telecommunication Services		—		1,890,570			—		1,890,570
Utilities		—		18,021,240			—		18,021,240



Total Preferred Stocks	$	53,812,700	$	117,841,964		$	0	$	171,654,664



Corporate Bonds & Notes	$	—	$	61,285,761		$	—	$	61,285,761
Short-Term Investments		—		17,218,191			—		17,218,191



Total	$	557,016,176	$	502,166,307		$	0	$	1,059,182,483


*		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.

There was no activity in investments valued based on Level 3 inputs during the year ended October 31, 2011 to require a reconciliation of Level 3 investments. At October 31, 2011, the value of investments transferred between Level 1 and Level 2, if any, during the year then ended was not significant.

Eaton Vance

Tax-Managed Global Dividend Income Fund

October 31, 2011

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:

We have audited the accompanying statement of assets and liabilities of Eaton Vance Tax-Managed Global Dividend Income Fund (the “Fund”) (one of the funds constituting Eaton Vance Mutual Funds Trust), including the portfolio of investments, as of October 31, 2011, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the periods presented. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of October 31, 2011, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Eaton Vance Tax-Managed Global Dividend Income Fund as of October 31, 2011, 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 periods presented, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 21, 2011

Eaton Vance

Tax-Managed Global Dividend Income Fund

October 31, 2011

Federal Tax Information (Unaudited)

Qualified Dividend Income. The Fund designates approximately $73,420,644, 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 2011 ordinary income dividends, 33.58% qualifies for the corporate dividends received deduction.

Eaton Vance

Tax-Managed Global Dividend Income Fund

October 31, 2011

Management and Organization


	Position(s)
	with the		Principal Occupation(s) and Directorships
Name and Year of Birth	Trust	Length of Service	During Past Five Years and Other Relevant Experience



Interested Trustee

Thomas E. Faust Jr. 1958	Trustee	Since 2007	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 179 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. Directorships in the Last Five Years.⁽¹⁾ Director of EVC.

Noninterested Trustees

Scott E. Eston 1956	Trustee	Since 2011	Private investor. Formerly held various positions at Grantham, Mayo, Van Otterloo and Co., L.L.C. (investment management firm) (1997-2009), including Chief Operating Officer (2002-2009), Chief Financial Officer (1997-2009) and Chairman of the Executive Committee (2002-2008); President and Principal Executive Officer, GMO Trust (open-end registered investment company) (2006-2009). Former Partner, Coopers and Lybrand L.L.P. (now PricewaterhouseCoopers) (public accounting firm) (1987-1997). Directorships in the Last Five Years. None.

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. Directorships in the Last Five Years.⁽¹⁾ None.

Allen R. Freedman 1940	Trustee	Since 2007	Private Investor. 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). Former Chairman and a Director of Indus International, Inc. (provider of enterprise management software to the power generating industry) (2005-2007). Former Chief Executive Officer of Assurant, Inc. (insurance provider) (1979-2000). Directorships in the Last Five Years.⁽¹⁾ Director of Stonemor Partners, L.P. (owner and operator of cemeteries). Formerly, Director of Assurant, Inc. (insurance provider) (1979-2011).

William H. Park 1947	Trustee	Since 2003	Consultant and private investor. Formerly, Chief Financial Officer, Aveon Group L.P. (investment management firm) (2010-2011). 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 (investment management firm) (1982-2001). Formerly, Senior Manager, Price Waterhouse (now PricewaterhouseCoopers) (an independent registered public accounting firm) (1972-1981). Directorships in the Last Five Years.⁽¹⁾ 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). Directorships in the Last Five Years.⁽¹⁾ None.

Eaton Vance

Tax-Managed Global Dividend Income Fund

October 31, 2011

Management and Organization — continued


	Position(s)
	with the		Principal Occupation(s) and Directorships
Name and Year of Birth	Trust	Length of Service	During Past Five Years and Other Relevant Experience


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). Directorships in the Last Five Years.⁽¹⁾ Formerly, Director of BJ’s Wholesale Club, Inc. (wholesale club retailer) (2004-2011). 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. Directorships in the Last Five Years.⁽¹⁾ None.

Harriett Tee Taggart 1948	Trustee	Since 2011	Managing Director, Taggart Associates (a professional practice firm). Formerly, Partner and Senior Vice President, Wellington Management Company, LLP (investment management firm) (1983-2006). Directorships in the Last Five Years. Director of Albemarle Corporation (chemicals manufacturer) (since 2007) and The Hanover Group (specialty property and casualty insurance company) (since 2009). Formerly, Director of Lubrizol Corporation (specialty chemicals) (2007-2011).

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). Directorships in the Last Five Years.⁽¹⁾ None.

Principal Officers who are not Trustees
	Position(s)
	with the	Length of	Principal Occupation(s)
Name and Year of Birth	Trust	Service	During Past Five Years



Duncan W. Richardson 1957	President	Since 2011⁽²⁾	Director of EVC and Executive Vice President and Chief Equity Investment Officer of EVC, EVM and BMR.

Payson F. Swaffield 1956	Vice President	Since 2011	Chief Income Investment Officer of EVC. Vice President of EVM and BMR.

Barbara E. Campbell 1957	Treasurer	Since 2005	Vice President of EVM and BMR.

Maureen A. Gemma 1960	Vice President, Secretary and Chief Legal Officer	Vice President since 2011, Secretary since 2007 and Chief Legal Officer since 2008	Vice President of EVM and BMR.

Paul M. O’Neil 1953	Chief Compliance Officer	Since 2004	Vice President of EVM and BMR.


⁽¹⁾		During their respective tenures, the Trustees (except Mr. Eston and Ms. Taggart) 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 Trust (launched in 1998 and terminated in 2009).
⁽²⁾		Prior to 2011, Mr. Richardson was Vice President of the Trust since 2001.

Eaton Vance

Tax-Managed Global Dividend Income Fund

October 31, 2011

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.

This Page Intentionally Left Blank

Investment Adviser and 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 Investment Servicing (US) Inc.

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

Fund Offices
Two International Place

Boston, MA 02110


1857-12/11	TMDISRC


Eaton Vance Tax-Managed International Equity Fund Annual Report October 31, 2011

Annual Report October 31, 2011

Eaton Vance

Tax-Managed International Equity Fund

Table of Contents


Management’s Discussion of Fund Performance	2

Performance	3

Fund Profile	4

Endnotes and Additional Disclosures	5

Fund Expenses	6

Financial Statements	7

Report of Independent Registered Public Accounting Firm	18	and 30

Federal Tax Information	19

Management and Organization	31

Important Notices	34

Eaton Vance

Tax-Managed International Equity Fund

October 31, 2011

Management’s Discussion of Fund Performance¹

Economic and Market Conditions

Early in the period, global equity markets generated solid gains amid improved corporate profitability due to improvements in the U.S. economy and the continued expansion of the worldwide economy. However, global equity markets began to falter in late winter when data suggested that both the U.S. and global economies were beginning to retrench.

In the final weeks of the period, many global equity markets produced significant gains. Investors were encouraged by Europe’s plan to combat Greece’s debt problems, expand a bailout fund and recapitalize the region’s banks. Additionally, economic data indicated that the U.S. economy may not be poised to move back into recession and that global growth could begin to accelerate.

For the 12-month period ending October 31, 2011, the MSCI World Index² returned 1.76%. Meanwhile, the MSCI Europe, Australasia, Far East (MSCI EAFE) Index returned -4.08% and the MSCI Emerging Markets Index returned -7.72%. By contrast, the S&P 500 Index advanced 8.09%.

Fund Performance

For the fiscal year ending October 31, 2011, Eaton Vance Tax-Managed International Equity Fund’s Class A shares at net asset value (NAV) had a total return of -9.74%. By comparison, the Fund’s benchmark, the MSCI EAFE Index (the Index), returned -4.08% during the period.

The continuing European sovereign debt crisis, as well as slowing economic growth in China and in developed markets, affected the Fund’s performance. The Fund’s allocation to emerging markets also negatively affected Fund performance due to the region’s underperformance versus developed markets.

From a country perspective, the Fund’s performance relative to the Index was hurt by its holdings in Brazil, Japan and France. Stock selection in Brazil, the Fund’s largest emerging market country exposure, hurt the Fund’s performance, primarily energy and basic commodities stocks. Security selection detracted in Japan, particularly in the information technology and consumer discretionary sectors.

The spreading contagion of the European debt crisis negatively affected France during the final three months of the period. The Fund’s stock selection in the French financials sector, in particular, was a drag on Fund performance as fears grew over banks’ exposure to Greece and Italy.

By contrast, the Fund benefited from its holdings in Germany, Singapore and Hong Kong. Security selection in the industrials and consumer discretionary sectors was the primary contributor in Germany. In Singapore, stock selection in the industrials sector aided performance relative to the Index, while in Hong Kong the Fund benefited from stock selection in the financials and utilities sectors. Also aiding relative performance was the Fund’s underweighted position in Italy and absence from Greece, two countries troubled by the European debt crisis.

From a sector perspective, stock selection in the energy, financials and health care sectors detracted from the Fund’s performance relative to the Index. On the other hand, an underweight position in the financials, materials and utilities sectors benefited the Fund, along with stock selection in the industrials and consumer staples sectors.

See Endnotes and Additional Disclosures in this report.

Eaton Vance

Tax-Managed International Equity Fund

October 31, 2011

Performance^2,3

Portfolio Managers Edward R. Allen, III, CFA; Thomas N. Hunt, III, CFA, each of Eagle Global Advisors L.L.C.


												Since
% Average Annual Total Returns	Inception Date		1 Year			5 Years			10 Years			Inception

Class A at NAV		4/22/1998		-9.74	%		-5.24	%		1.51	%		—
Class A at 5.75% Maximum Sales Charge		—		-14.92			-6.36			0.90			—
Class B at NAV		4/22/1998		-10.39			-5.93			0.75			—
Class B at 5% Maximum Sales Charge		—		-14.83			-6.30			0.75			—
Class C at NAV		4/22/1998		-10.40			-5.95			0.75			—
Class C at 1% Maximum Sales Charge		—		-11.29			-5.95			0.75			—
Class I at NAV		9/2/2008		-9.33			—			—			-9.52

MSCI EAFE Index		—		-4.08	%		-2.41	%		5.73	%		—

												Since
% After-Tax Returns with Maximum Sales Charge	Inception Date		1 Year			5 Years			10 Years			Inception

Class A After Taxes on Distributions		4/22/1998		-14.89	%		-6.28	%		1.01	%		—
Class A After Taxes on Distributions and Sale of Fund Shares		—		-9.09			-4.97			1.03			—
Class B After Taxes on Distributions		4/22/1998		-14.82			-6.19			0.88			—
Class B After Taxes on Distributions and Sale of Fund Shares		—		-9.31			-5.06			0.82			—
Class C After Taxes on Distributions		4/22/1998		-11.27			-5.85			0.88			—
Class C After Taxes on Distributions and Sale of Fund Shares		—		-6.94			-4.73			0.85			—
Class I After Taxes on Distributions		9/2/2008		-9.29			—			—			-9.45
Class I After Taxes on Distributions and Sale of Fund Shares		—		-5.29			—			—			-7.61

Total Annual Operating Expense Ratios⁴			Class A			Class B			Class C			Class I

				1.68	%		2.43	%		2.43	%		1.43	%

Growth of $10,000

This graph shows the change in value of a hypothetical investment of $10,000 in Class A of the Fund for the period indicated. For comparison, the same investment is shown in the indicated index.

With Maximum

Period Beginning

At NAV

Sales Charge

Class B

10/31/01

10,775

N.A.

Class C

10/31/01

10,777

N.A.

Class I

9/2/08

7,289

N.A.

See Endnotes and Additional Disclosures in this report.

Eaton Vance

Tax-Managed International Equity Fund

October 31, 2011

Fund Profile⁵

Sector Allocation (% of net assets)⁶

Geographic Allocation (% of net assets)⁶

Top 10 Holdings (% of net assets)⁶


British American Tobacco PLC	5.3	%
BT Group PLC	3.9
Keppel Corp., Ltd.	3.8
Nestle SA	3.6
Novartis AG	3.5
DBS Group Holdings, Ltd.	2.8
Vodafone Group PLC ADR	2.8
Sanofi SA	2.7
Bayerische Motoren Werke AG	2.4
Hitachi, Ltd. ADR	2.3

Total	33.1	%

See Endnotes and Additional Disclosures in this report.

Eaton Vance

Tax-Managed International Equity Fund

October 31, 2011

Endnotes and Additional Disclosures

¹	The views expressed in this report are those of portfolio manager(s) and are current only through the date stated at the top of this page. These views are subject to change at any time based upon market or other conditions, and Eaton Vance and the Fund(s) disclaim any responsibility to update such views. These views may not be relied upon as investment advice and, because investment decisions are based on many factors, may not be relied upon as an indication of trading intent on behalf of any Eaton Vance fund. This commentary may contain statements that are not historical facts, referred to as forward looking statements. The Fund’s actual future results may differ significantly from those stated in any forward looking statement, depending on factors such as changes in securities or financial markets or general economic conditions, the volume of sales and purchases of Fund shares, the continuation of investment advisory, administrative and service contracts, and other risks discussed from time to time in the Fund’s filings with the Securities and Exchange Commission.

²	MSCI World Index is an unmanaged index of equity securities in the developed markets. MSCI EAFE Index is an unmanaged index of equities in the developed markets, excluding the U.S. and Canada. MSCI Emerging Markets Index is an unmanaged index of emerging markets common stocks. MSCI indices are net of foreign withholding taxes. 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. S&P 500 Index is an unmanaged index of large-cap stocks commonly used as a measure of U.S. stock market performance. Index returns do not reflect the effect of any applicable sales charges, commissions, expenses, taxes or leverage, as applicable. It is not possible to invest directly in an index.

³	Total Returns at NAV do not include applicable sales charges. If sales charges were deducted, the returns would be lower. Total Returns shown with maximum sales charge reflect the stated maximum sales charge. Unless otherwise stated, performance does not reflect the deduction of taxes on Fund distributions or redemptions of Fund shares. After-tax returns are calculated using certain assumptions, including using the highest historical individual federal income tax rates and do not reflect the impact of state/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 shares held by nontaxable entities. Return After Taxes on Distributions may be the same as Return Before Taxes for the same period because no taxable distributions were made during that period. Return After Taxes on Distributions and Sale of Fund Shares 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. Fund’s after-tax returns also may reflect foreign tax credits passed by the Fund to its shareholders.

⁴	Source: Fund prospectus.

⁵	Fund invests in an affiliated investment company (Portfolio) with the same objective(s) and policies as the Fund. References to investments are to the Portfolio’s holdings.

⁶	Excludes cash and cash equivalents.

	Fund profile subject to change due to active management.

Eaton Vance

Tax-Managed International Equity Fund

October 31, 2011

Fund Expenses


	Beginning		Ending			Expenses Paid		Annualized
	Account Value		Account Value			During Period*		Expense
	(5/1/11)		(10/31/11)			(5/1/11 – 10/31/11)		Ratio


Actual
Class A	$	1,000.00	$	802.20		$	8.40		1.85	%
Class B	$	1,000.00	$	799.20		$	11.79		2.60	%
Class C	$	1,000.00	$	798.30		$	11.79		2.60	%
Class I	$	1,000.00	$	804.10		$	7.00		1.54	%





Hypothetical					��
(5% return per year before expenses)
Class A	$	1,000.00	$	1,015.90		$	9.40		1.85	%
Class B	$	1,000.00	$	1,012.10		$	13.19		2.60	%
Class C	$	1,000.00	$	1,012.10		$	13.19		2.60	%
Class I	$	1,000.00	$	1,017.40		$	7.83		1.54	%

Eaton Vance

Tax-Managed International Equity Fund

October 31, 2011

Statement of Assets and Liabilities


Assets	October 31, 2011

Investment in Tax-Managed International Equity Portfolio, at value (identified cost, $55,658,512)	$	54,752,465
Receivable for Fund shares sold		10,770
Miscellaneous receivable		111,045


Total assets	$	54,874,280





Liabilities

Payable for Fund shares redeemed	$	352,164
Payable to affiliates:
Distribution and service fees		20,787
Trustees’ fees		42
Accrued expenses		54,681


Total liabilities	$	427,674


Net Assets	$	54,446,606





Sources of Net Assets

Paid-in capital	$	108,405,006
Accumulated net realized loss from Portfolio		(53,559,146	)
Accumulated undistributed net investment income		506,793
Net unrealized depreciation from Portfolio		(906,047	)


Total	$	54,446,606





Class A Shares

Net Assets	$	36,350,146
Shares Outstanding		4,619,494
Net Asset Value and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	7.87
Maximum Offering Price Per Share
(100 ¸ 94.25 of net asset value per share)	$	8.35





Class B Shares

Net Assets	$	2,019,166
Shares Outstanding		267,168
Net Asset Value and Offering Price Per Share*
(net assets ¸ shares of beneficial interest outstanding)	$	7.56





Class C Shares

Net Assets	$	14,021,839
Shares Outstanding		1,884,071
Net Asset Value and Offering Price Per Share*
(net assets ¸ shares of beneficial interest outstanding)	$	7.44





Class I Shares

Net Assets	$	2,055,455
Shares Outstanding		260,982
Net Asset Value, Offering Price and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	7.88

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.

See Notes to Financial Statements.

Eaton Vance

Tax-Managed International Equity Fund

October 31, 2011

Statement of Operations


	Year Ended
Investment Income	October 31, 2011

Dividends allocated from Portfolio (net of foreign taxes, $236,192)	$	2,023,399
Interest allocated from Portfolio		625
Expenses allocated from Portfolio		(818,541	)


Total investment income from Portfolio	$	1,205,483





Expenses

Distribution and service fees
Class A	$	125,721
Class B		28,180
Class C		178,616
Trustees’ fees and expenses		501
Custodian fee		20,879
Transfer and dividend disbursing agent fees		121,753
Legal and accounting services		22,248
Printing and postage		35,421
Registration fees		67,643
Miscellaneous		13,846


Total expenses	$	614,808



Net investment income	$	590,675





Realized and Unrealized Gain (Loss) from Portfolio

Net realized gain (loss) —
Investment transactions	$	(2,336,254	)
Foreign currency transactions		(39,609	)


Net realized loss	$	(2,375,863	)


Change in unrealized appreciation (depreciation) —
Investments	$	(4,141,957	)
Foreign currency		12,936


Net change in unrealized appreciation (depreciation)	$	(4,129,021	)



Net realized and unrealized loss	$	(6,504,884	)



Net decrease in net assets from operations	$	(5,914,209	)

See Notes to Financial Statements.

Eaton Vance

Tax-Managed International Equity Fund

October 31, 2011

Statements of Changes in Net Assets


	Year Ended October 31,

Increase (Decrease) in Net Assets	2011			2010

From operations —
Net investment income	$	590,675		$	775,897
Net realized gain (loss) from investment and foreign currency transactions		(2,375,863	)		14,229,905
Net change in unrealized appreciation (depreciation) from investments and foreign currency		(4,129,021	)		(10,335,162	)


Net increase (decrease) in net assets from operations	$	(5,914,209	)	$	4,670,640


Distributions to shareholders —
From net investment income
Class A	$	(930,902	)	$	(1,328,389	)
Class B		(27,883	)		(46,735	)
Class C		(201,093	)		(282,359	)
Class I		(10,987	)		(22,693	)


Total distributions to shareholders	$	(1,170,865	)	$	(1,680,176	)


Transactions in shares of beneficial interest —
Proceeds from sale of shares
Class A	$	6,153,293		$	21,663,941
Class B		98,247			189,584
Class C		955,608			1,704,766
Class I		2,508,016			4,975,458
Net asset value of shares issued to shareholders in payment of distributions declared
Class A		793,055			1,180,623
Class B		24,457			41,435
Class C		165,091			228,539
Class I		3,767			2,790
Cost of shares redeemed
Class A		(40,265,619	)		(29,397,949	)
Class B		(570,640	)		(1,126,993	)
Class C		(5,669,562	)		(7,592,953	)
Class I		(692,191	)		(5,753,011	)
Net asset value of shares exchanged
Class A		586,653			1,625,654
Class B		(586,653	)		(1,625,654	)
Redemption fees		970			9,168


Net decrease in net assets from Fund share transactions	$	(36,495,508	)	$	(13,874,602	)



Net decrease in net assets	$	(43,580,582	)	$	(10,884,138	)





Net Assets

At beginning of year	$	98,027,188		$	108,911,326


At end of year	$	54,446,606		$	98,027,188





Accumulated undistributed net investment income included in net assets

At end of year	$	506,793		$	871,021

See Notes to Financial Statements.

Eaton Vance

Tax-Managed International Equity Fund

October 31, 2011

Financial Highlights


	Class A

	Year Ended October 31,

	2011			2010			2009			2008			2007

Net asset value — Beginning of year	$	8.870		$	8.600		$	7.530		$	14.970		$	11.080





Income (Loss) From Operations

Net investment income⁽¹⁾	$	0.091		$	0.080		$	0.121		$	0.205		$	0.266	⁽²⁾
Net realized and unrealized gain (loss)		(0.936	)		0.340			1.078			(7.470	)		3.731


Total income (loss) from operations	$	(0.845	)	$	0.420		$	1.199		$	(7.265	)	$	3.997





Less Distributions

From net investment income	$	(0.155	)	$	(0.151	)	$	(0.129	)	$	(0.176	)	$	(0.107	)


Total distributions	$	(0.155	)	$	(0.151	)	$	(0.129	)	$	(0.176	)	$	(0.107	)



Redemption fees⁽¹⁾	$	0.000	⁽³⁾	$	0.001		$	0.000	⁽³⁾	$	0.001		$	0.000	⁽³⁾



Net asset value — End of year	$	7.870		$	8.870		$	8.600		$	7.530		$	14.970



Total Return⁽⁴⁾		(9.74	)%		4.89	%		16.22	%		(49.06	)%		36.35	%





Ratios/Supplemental Data

Net assets, end of year (000’s omitted)	$	36,350		$	73,731		$	76,284		$	92,173		$	125,311
Ratios (as a percentage of average daily net assets):
Expenses⁽⁵⁾⁽⁶⁾		1.77	%		1.68	%		1.73	%⁽⁷⁾		1.54	%		1.57	%
Net investment income		1.02	%		0.95	%		1.67	%		1.67	%		2.12	%⁽²⁾
Portfolio Turnover of the Portfolio		41	%		72	%		57	%		34	%		23	%


⁽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

October 31, 2011

Financial Highlights — continued


	Class B

	Year Ended October 31,

	2011			2010			2009			2008			2007

Net asset value — Beginning of year	$	8.510		$	8.250		$	7.140		$	14.200		$	10.510





Income (Loss) From Operations

Net investment income⁽¹⁾	$	0.024		$	0.017		$	0.066		$	0.098		$	0.132	⁽²⁾
Net realized and unrealized gain (loss)		(0.898	)		0.315			1.044			(7.094	)		3.573


Total income (loss) from operations	$	(0.874	)	$	0.332		$	1.110		$	(6.996	)	$	3.705





Less Distributions

From net investment income	$	(0.076	)	$	(0.073	)	$	—		$	(0.065	)	$	(0.015	)


Total distributions	$	(0.076	)	$	(0.073	)	$	—		$	(0.065	)	$	(0.015	)



Redemption fees⁽¹⁾	$	0.000	⁽³⁾	$	0.001		$	0.000	⁽³⁾	$	0.001		$	0.000	⁽³⁾



Net asset value — End of year	$	7.560		$	8.510		$	8.250		$	7.140		$	14.200



Total Return⁽⁴⁾		(10.39	)%		4.15	%		15.41	%		(49.47	)%		35.29	%





Ratios/Supplemental Data

Net assets, end of year (000’s omitted)	$	2,019		$	3,319		$	5,775		$	9,717		$	31,892
Ratios (as a percentage of average daily net assets):
Expenses⁽⁵⁾⁽⁶⁾		2.53	%		2.43	%		2.49	%⁽⁷⁾		2.29	%		2.32	%
Net investment income		0.29	%		0.21	%		0.95	%		0.82	%		1.12	%⁽²⁾
Portfolio Turnover of the Portfolio		41	%		72	%		57	%		34	%		23	%


⁽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

October 31, 2011

Financial Highlights — continued


	Class C

	Year Ended October 31,

	2011			2010			2009			2008			2007

Net asset value — Beginning of year	$	8.390		$	8.150		$	7.100		$	14.150		$	10.500





Income (Loss) From Operations

Net investment income⁽¹⁾	$	0.025		$	0.017		$	0.063		$	0.105		$	0.156	⁽²⁾
Net realized and unrealized gain (loss)		(0.886	)		0.314			1.024			(7.060	)		3.536


Total income (loss) from operations	$	(0.861	)	$	0.331		$	1.087		$	(6.955	)	$	3.692





Less Distributions

From net investment income	$	(0.089	)	$	(0.092	)	$	(0.037	)	$	(0.096	)	$	(0.042	)


Total distributions	$	(0.089	)	$	(0.092	)	$	(0.037	)	$	(0.096	)	$	(0.042	)



Redemption fees⁽¹⁾	$	0.000	⁽³⁾	$	0.001		$	0.000	⁽³⁾	$	0.001		$	0.000	⁽³⁾



Net asset value — End of year	$	7.440		$	8.390		$	8.150		$	7.100		$	14.150



Total Return⁽⁴⁾		(10.40	)%		4.07	%		15.40	%		(49.46	)%		35.27	%





Ratios/Supplemental Data

Net assets, end of year (000’s omitted)	$	14,022		$	20,359		$	25,599		$	29,444		$	53,180
Ratios (as a percentage of average daily net assets):
Expenses⁽⁵⁾⁽⁶⁾		2.53	%		2.43	%		2.48	%⁽⁷⁾		2.29	%		2.32	%
Net investment income		0.29	%		0.21	%		0.91	%		0.90	%		1.32	%⁽²⁾
Portfolio Turnover of the Portfolio		41	%		72	%		57	%		34	%		23	%


⁽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

October 31, 2011

Financial Highlights — continued


	Class I

	Year Ended October 31,
										Period Ended
	2011			2010			2009			October 31, 2008⁽¹⁾

Net asset value — Beginning of period	$	8.870		$	8.600		$	7.530		$	11.490





Income (Loss) From Operations

Net investment income⁽²⁾	$	0.115		$	0.077		$	0.157		$	0.003
Net realized and unrealized gain (loss)		(0.920	)		0.363			1.072			(3.963	)


Total income (loss) from operations	$	(0.805	)	$	0.440		$	1.229		$	(3.960	)





Less Distributions

From net investment income	$	(0.185	)	$	(0.171	)	$	(0.159	)	$	—


Total distributions	$	(0.185	)	$	(0.171	)	$	(0.159	)	$	—



Redemption fees⁽²⁾	$	0.000	⁽³⁾	$	0.001		$	0.000	⁽³⁾	$	0.000	⁽³⁾



Net asset value — End of period	$	7.880		$	8.870		$	8.600		$	7.530



Total Return⁽⁴⁾		(9.33	)%		5.13	%		16.69	%		(34.46	)%⁽⁵⁾





Ratios/Supplemental Data

Net assets, end of period (000’s omitted)	$	2,055		$	618		$	1,253		$	101
Ratios (as a percentage of average daily net assets):
Expenses⁽⁶⁾⁽⁷⁾		1.52	%		1.43	%		1.48	%⁽⁸⁾		1.23	%⁽⁹⁾
Net investment income		1.33	%		0.94	%		2.11	%		0.25	%⁽⁹⁾
Portfolio Turnover of the Portfolio		41	%		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

October 31, 2011

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. Beginning on January 1, 2012, Class B shares are only available for purchase upon exchange from another Eaton Vance fund or through reinvestment of distributions. 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 (50.3% at October 31, 2011). 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, 2011, the Fund, for federal income tax purposes, had a capital loss carryforward of $51,872,138 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 ($12,569,600), October 31, 2017 ($36,830,557) and October 31, 2019 ($2,471,981). In addition, such capital loss carryforward cannot be utilized prior to the utilization of new capital losses, if any, created after October 31, 2011.

Eaton Vance

Tax-Managed International Equity Fund

October 31, 2011

Notes to Financial Statements — continued

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, 2011 and October 31, 2010 was as follows:


	Year ended October 31,

	2011		2010


Distributions declared from:
Ordinary income	$	1,170,865	$	1,680,176

During the year ended October 31, 2011, accumulated undistributed net investment income was increased by $215,962, accumulated net realized loss was decreased by $39,719,088 and paid-in capital was decreased by $39,935,050 due to differences between book and tax accounting, primarily for expired capital loss carryforwards, 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, 2011, the components of distributable earnings (accumulated losses) and unrealized appreciation (depreciation) on a tax basis were as follows:




Undistributed ordinary income	$	628,464
Capital loss carryforward	$	(51,872,138	)
Net unrealized depreciation	$	(2,714,726	)

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 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, 2011, EVM earned $7,505 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 $2,537 as its portion of the sales charge on sales of Class A shares for the year ended October 31, 2011. 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 International Equity Fund

October 31, 2011

Notes to Financial Statements — continued

Class B shares (Class B Plan) and Class C shares (Class C Plan) pursuant to Rule 12b-1 under the 1940 Act. Pursuant to the Class B and Class C Plans, the Fund pays 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, 2011, the Fund paid or accrued to EVD $21,135 and $133,962 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, 2011, the amounts of Uncovered Distribution Charges of EVD calculated under the Class B and Class C Plans were approximately $4,390,000 and $10,723,000, respectively.

Pursuant to the Class B and Class C Plans, the Fund also makes 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 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, 2011 amounted to $7,045 and $44,654 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, 2011, the Fund was informed that EVD received approximately $1,000, $4,000 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, 2011, increases and decreases in the Fund’s investment in the Portfolio aggregated $2,514,012 and $40,428,079, respectively.

7 Shares of Beneficial Interest


	Year Ended October 31,

Class A	2011			2010


Sales		681,623			2,562,461
Issued to shareholders electing to receive payments of distributions in Fund shares		88,116			132,953
Redemptions		(4,534,211	)		(3,438,247	)
Exchange from Class B shares		67,548			190,588



Net decrease		(3,696,924	)		(552,245	)

Eaton Vance

Tax-Managed International Equity Fund

October 31, 2011

Notes to Financial Statements — continued


	Year Ended October 31,

Class B	2011			2010


Sales		11,289			22,598
Issued to shareholders electing to receive payments of distributions in Fund shares		2,814			4,835
Redemptions		(66,977	)		(139,413	)
Exchange to Class A shares		(70,197	)		(198,189	)



Net decrease		(123,071	)		(310,169	)





	Year Ended October 31,

Class C	2011			2010


Sales		111,126			209,274
Issued to shareholders electing to receive payments of distributions in Fund shares		19,286			27,014
Redemptions		(672,865	)		(949,686	)



Net decrease		(542,453	)		(713,398	)





	Year Ended October 31,

Class I	2011			2010


Sales		268,181			660,938
Issued to shareholders electing to receive payments of distributions in Fund shares		419			315
Redemptions		(77,266	)		(737,291	)



Net increase (decrease)		191,334			(76,038	)

For the years ended October 31, 2011 and October 31, 2010, the Fund received $970 and $9,168, respectively, in redemption fees.

Eaton Vance

Tax-Managed International Equity Fund

October 31, 2011

Report of Independent Registered Public Accounting Firm

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

We have audited the accompanying statement of assets and liabilities of Eaton Vance Tax-Managed International Equity Fund (the “Fund”) (one of the funds constituting Eaton Vance Mutual Funds Trust) as of October 31, 2011, 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, 2011, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 16, 2011

Eaton Vance

Tax-Managed International Equity Fund

October 31, 2011

Federal Tax Information (Unaudited)

Qualified Dividend Income. The Fund designates $1,766,192 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 $236,192 and recognized foreign source income of $2,259,591.

Tax-Managed International Equity Portfolio

October 31, 2011

Portfolio of Investments


Common Stocks — 90.4%

Security	Shares		Value



Automobiles — 5.3%

Bayerische Motoren Werke AG		31,800	$	2,583,244
Honda Motor Co., Ltd.		45,000		1,345,668
Nissan Motor Co., Ltd.		201,900		1,856,420


			$	5,785,332




Beverages — 2.7%

Anheuser-Busch InBev NV ADR		20,900	$	1,159,323
Fomento Economico Mexicano SA de CV ADR		26,100		1,750,005


			$	2,909,328




Chemicals — 3.8%

Agrium, Inc.		23,000	$	1,892,670
BASF SE		30,400		2,219,072


			$	4,111,742




Commercial Banks — 7.3%

Bank Hapoalim B.M.		140,000	$	542,648
Barclays PLC		412,000		1,277,176
DBS Group Holdings, Ltd.		311,300		3,040,706
HSBC Holdings PLC		145,000		1,265,170
Industrial & Commercial Bank of China, Ltd., Class H		1,262,730		786,932
Sberbank of Russia ADR		48,300		519,959
Sberbank of Russia ADR		44,600		486,140


			$	7,918,731




Diversified Financial Services — 0.8%

ORIX Corp.		10,000	$	872,753


			$	872,753




Diversified Telecommunication Services — 7.5%

BT Group PLC		1,404,800	$	4,238,598
Koninklijke KPN NV		66,200		866,751
Nippon Telegraph & Telephone Corp.		42,500		2,180,071
Vivendi SA		40,000		893,857


			$	8,179,277




Electric Utilities — 2.3%

Enel SpA		207,200	$	977,590
Power Assets Holdings, Ltd.		204,500		1,548,719


			$	2,526,309




Electrical Equipment — 1.0%

ABB, Ltd. ADR		56,400	$	1,060,884


			$	1,060,884




Electronic Equipment, Instruments & Components — 3.4%

FUJIFILM Holdings Corp.		49,600	$	1,213,920
Hitachi, Ltd. ADR		45,400		2,455,232


			$	3,669,152




Energy Equipment & Services — 1.7%

Precision Drilling Corp.⁽¹⁾		163,100	$	1,887,067


			$	1,887,067




Food Products — 6.1%

Nestle SA		67,000	$	3,875,123
Nutreco NV		9,800		651,104
Unilever PLC ADR		64,100		2,156,965


			$	6,683,192




Hotels, Restaurants & Leisure — 1.4%

Carnival PLC		18,500	$	676,905
InterContinental Hotels Group PLC		45,100		832,368


			$	1,509,273




Household Products — 1.5%

Henkel AG & Co. KGaA		34,100	$	1,665,096


			$	1,665,096




Industrial Conglomerates — 5.1%

Keppel Corp., Ltd.		548,990	$	4,109,804
Siemens AG ADR		13,400		1,406,598


			$	5,516,402




Insurance — 2.7%

Allianz SE		8,900	$	990,232
Hannover Rueckversicherung AG		18,300		900,992
Zurich Financial Services AG		4,800		1,106,129


			$	2,997,353




Machinery — 2.5%

Atlas Copco AB, Class B		42,000	$	816,162
Volvo AB		152,400		1,896,877


			$	2,713,039

See Notes to Financial Statements.

Tax-Managed International Equity Portfolio

October 31, 2011

Portfolio of Investments — continued


Security	Shares		Value


Media — 0.9%

Focus Media Holding, Ltd. ADR⁽¹⁾		36,100	$	981,198


			$	981,198




Metals & Mining — 3.1%

Anglo American PLC ADR		68,400	$	1,255,140
BHP Billiton PLC ADR		18,500		1,164,945
Vale SA ADR		38,920		918,512


			$	3,338,597




Office Electronics — 1.4%

Canon, Inc.		32,700	$	1,484,508


			$	1,484,508




Oil, Gas & Consumable Fuels — 7.2%

Afren PLC⁽¹⁾		340,000	$	537,756
HRT Participacoes em Petroleo SA⁽¹⁾		1,500		747,882
LUKOIL OAO ADR		31,000		1,795,556
Petroleo Brasileiro SA ADR		36,200		915,498
Royal Dutch Shell PLC ADR		17,000		1,205,470
Showa Shell Sekiyu K.K.		60,000		434,274
Total SA		42,400		2,212,314


			$	7,848,750




Pharmaceuticals — 10.5%

AstraZeneca PLC ADR		40,100	$	1,921,191
Novartis AG		68,000		3,830,798
Novo Nordisk A/S, Class B		9,500		1,008,581
Roche Holding AG ADR		26,730		1,093,257
Sanofi SA		41,697		2,982,962
Shire PLC ADR		6,000		565,800


			$	11,402,589




Real Estate Investment Trusts — 0.5%

Starhill Global REIT		1,100,000	$	524,827


			$	524,827




Real Estate Management & Development — 0.6%

Raven Russia, Ltd.		789,551	$	701,291


			$	701,291




Tobacco — 5.3%

British American Tobacco PLC		126,100	$	5,781,724


			$	5,781,724




Trading Companies & Distributors — 1.9%

Mitsui & Co., Ltd.		145,000	$	2,116,206


			$	2,116,206




Transportation Infrastructure — 0.5%

Anhui Expressway Co., Ltd., Class H		845,000	$	524,307


			$	524,307




Wireless Telecommunication Services — 3.4%

Globe Telecom, Inc.		33,500	$	709,544
Vodafone Group PLC ADR		108,600		3,023,424


			$	3,732,968



Total Common Stocks
(identified cost $98,765,208)			$	98,441,895




Short-Term Investments — 8.6%

	Interest
Description	(000’s omitted)		Value


Eaton Vance Cash Reserves Fund, LLC, 0.12%⁽²⁾	$	9,372	$	9,372,020



Total Short-Term Investments
(identified cost $9,372,020)			$	9,372,020



Total Investments — 99.0%
(identified cost $108,137,228)			$	107,813,915



Other Assets, Less Liabilities — 1.0%			$	1,040,761



Net Assets — 100.0%			$	108,854,676

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, 2011.

See Notes to Financial Statements.

Tax-Managed International Equity Portfolio

October 31, 2011

Portfolio of Investments — continued


Country Concentration of Portfolio

	Percentage
Country	of Net Assets			Value


United Kingdom		23.8	%	$	25,902,632
Japan		12.8			13,959,052
Switzerland		10.1			10,966,191
Germany		9.0			9,765,234
United States		8.6			9,372,020
Singapore		7.0			7,675,337
France		5.6			6,089,133
Canada		3.5			3,779,737
Russia		3.2			3,502,946
Sweden		2.5			2,713,039
Brazil		2.4			2,581,892
China		2.1			2,292,437
Mexico		1.6			1,750,005
Hong Kong		1.4			1,548,719
Netherlands		1.4			1,517,855
Belgium		1.1			1,159,323
Denmark		0.9			1,008,581
Italy		0.9			977,590
Philippines		0.6			709,544
Israel		0.5			542,648


Total Investments		99.0	%	$	107,813,915

See Notes to Financial Statements.

Tax-Managed International Equity Portfolio

October 31, 2011

Statement of Assets and Liabilities


Assets	October 31, 2011

Unaffiliated investments, at value (identified cost, $98,765,208)	$	98,441,895
Affiliated investment, at value (identified cost, $9,372,020)		9,372,020
Foreign currency, at value (identified cost, $262,946)		265,899
Dividends receivable		183,272
Interest receivable from affiliated investment		510
Tax reclaims receivable		733,670


Total assets	$	108,997,266





Liabilities

Payable to affiliates:
Investment adviser fee	$	89,133
Trustees’ fees		422
Accrued expenses		53,035


Total liabilities	$	142,590


Net Assets applicable to investors’ interest in Portfolio	$	108,854,676





Sources of Net Assets

Net proceeds from capital contributions and withdrawals	$	109,082,082
Net unrealized depreciation		(227,406	)


Total	$	108,854,676

See Notes to Financial Statements.

Tax-Managed International Equity Portfolio

October 31, 2011

Statement of Operations


	Year Ended
Investment Income	October 31, 2011

Dividends (net of foreign taxes, $466,096)	$	3,981,793
Interest allocated from affiliated investment		1,224
Expenses allocated from affiliated investment		(113	)


Total investment income	$	3,982,904





Expenses

Investment adviser fee	$	1,424,082
Trustees’ fees and expenses		5,262
Custodian fee		128,026
Legal and accounting services		36,057
Miscellaneous		11,494


Total expenses	$	1,604,921


Deduct —
Reduction of custodian fee	$	14


Total expense reductions	$	14



Net expenses	$	1,604,907



Net investment income	$	2,377,997





Realized and Unrealized Gain (Loss)

Net realized gain (loss) —
Investment transactions	$	(3,644,112	)
Investment transactions allocated from affiliated investment		31
Foreign currency transactions		(72,596	)


Net realized loss	$	(3,716,677	)


Change in unrealized appreciation (depreciation) —
Investments	$	(7,896,106	)
Foreign currency		35,813


Net change in unrealized appreciation (depreciation)	$	(7,860,293	)



Net realized and unrealized loss	$	(11,576,970	)



Net decrease in net assets from operations	$	(9,198,973	)

See Notes to Financial Statements.

Tax-Managed International Equity Portfolio

October 31, 2011

Statements of Changes in Net Assets


	Year Ended October 31,

Increase (Decrease) in Net Assets	2011			2010

From operations —
Net investment income	$	2,377,997		$	2,366,656
Net realized gain (loss) from investment and foreign currency transactions		(3,716,677	)		30,390,266
Net change in unrealized appreciation (depreciation) from investments and foreign currency		(7,860,293	)		(23,780,212	)


Net increase (decrease) in net assets from operations	$	(9,198,973	)	$	8,976,710


Capital transactions —
Contributions	$	3,039,751		$	20,759,092
Withdrawals		(59,624,574	)		(48,705,200	)


Net decrease in net assets from capital transactions	$	(56,584,823	)	$	(27,946,108	)



Net decrease in net assets	$	(65,783,796	)	$	(18,969,398	)





Net Assets

At beginning of year	$	174,638,472		$	193,607,870


At end of year	$	108,854,676		$	174,638,472

See Notes to Financial Statements.

Tax-Managed International Equity Portfolio

October 31, 2011

Supplementary Data


	Year Ended October 31,

Ratios/Supplemental Data	2011			2010			2009			2008			2007

Ratios (as a percentage of average daily net assets):
Expenses⁽¹⁾		1.13	%		1.13	%		1.12	%⁽²⁾		1.09	%		1.10	%
Net investment income		1.67	%		1.30	%		2.30	%		2.08	%		2.51	%⁽³⁾
Portfolio Turnover		41	%		72	%		57	%		34	%		23	%


Total Return		(9.16	)%		5.48	%		16.92	%		(48.82	)%		36.97	%



Net assets, end of year (000’s omitted)	$	108,855		$	174,638		$	193,608		$	226,980		$	391,673


⁽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

October 31, 2011

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, 2011, Eaton Vance Tax-Managed International Equity Fund and Eaton Vance Tax-Managed Equity Asset Allocation Fund held an interest of 50.3% and 49.7%, respectively, in the Portfolio.

The following is a summary of significant accounting policies of the Portfolio. The policies are in conformity with accounting principles generally accepted in the United States of America.

A Investment Valuation — Equity securities (including common shares of closed-end investment companies) listed on a U.S. securities exchange generally are valued at the last sale 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 obligations 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 Portfolio’s 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 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 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

October 31, 2011

Notes to Financial Statements — continued

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. The Portfolio 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, 2011, the Portfolio’s investment adviser fee amounted to $1,424,082 or 1.00% 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 $57,943,279 and $115,317,256, respectively, for the year ended October 31, 2011.

4 Federal Income Tax Basis of Investments

The cost and unrealized appreciation (depreciation) of investments of the Portfolio at October 31, 2011, as determined on a federal income tax basis, were as follows:


Aggregate cost	$	108,360,827



Gross unrealized appreciation	$	5,930,731
Gross unrealized depreciation		(6,477,643	)



Net unrealized depreciation	$	(546,912	)

The net unrealized appreciation on foreign currency at October 31, 2011 on a federal income tax basis was $95,907.

Tax-Managed International Equity Portfolio

October 31, 2011

Notes to Financial Statements — continued

5 Line of Credit

The Portfolio participates with other portfolios and funds managed by EVM and its affiliates in a $600 million ($450 million prior to September 12, 2011) 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 0.08% (0.10% prior to September 12, 2011) 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’s average borrowings or allocated fees during the year ended October 31, 2011 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)

At October 31, 2011, the hierarchy of inputs used in valuing the Portfolio’s investments, which are carried at value, were as follows:


Asset Description	Level 1		Level 2			Level 3		Total

Common Stocks
Consumer Discretionary	$	981,198	$	7,294,605		$	—	$	8,275,803
Consumer Staples		5,066,292		11,973,048			—		17,039,340
Energy		4,755,917		4,979,900			—		9,735,817
Financials		1,707,390		11,307,565			—		13,014,955
Health Care		3,580,248		7,822,341			—		11,402,589
Industrials		2,467,482		9,463,356			—		11,930,838
Information Technology		2,455,232		2,698,428			—		5,153,660
Materials		5,231,267		2,219,072			—		7,450,339
Telecommunication Services		3,023,424		8,888,821			—		11,912,245
Utilities		—		2,526,309			—		2,526,309



Total Common Stocks	$	29,268,450	$	69,173,445	*	$	—	$	98,441,895



Short-Term Investments	$	—	$	9,372,020		$	—	$	9,372,020



Total Investments	$	29,268,450	$	78,545,465		$	—	$	107,813,915


*		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.

Tax-Managed International Equity Portfolio

October 31, 2011

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, 2011, 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, 2011, by correspondence with the custodian and brokers. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such 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, 2011, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the supplementary data for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 16, 2011

Eaton Vance

Tax-Managed International Equity Fund

October 31, 2011

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 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. Each Trustee oversees 179 portfolios in the Eaton Vance Complex (including all master and feeder funds in a master feeder structure). Each officer serves as an officer of certain other Eaton Vance funds. Each Trustee and officer serves until his or her successor is elected.


	Position(s)
	with the
	Trust and		Principal Occupation(s) and Directorships
Name and Year of Birth	the Portfolio	Length of Service	During Past Five Years and Other Relevant Experience



Interested Trustee

Thomas E. Faust Jr. 1958	Trustee	Since 2007	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 179 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 and Portfolio. Directorships in the Last Five Years.⁽¹⁾ Director of EVC.

Noninterested Trustees

Scott E. Eston 1956	Trustee	Since 2011	Private investor. Formerly held various positions at Grantham, Mayo, Van Otterloo and Co., L.L.C. (investment management firm) (1997-2009), including Chief Operating Officer (2002-2009), Chief Financial Officer (1997-2009) and Chairman of the Executive Committee (2002-2008); President and Principal Executive Officer, GMO Trust (open-end registered investment company) (2006-2009). Former Partner, Coopers and Lybrand L.L.P. (now PricewaterhouseCoopers) (public accounting firm) (1987-1997). Directorships in the Last Five Years. None.

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. Directorships in the Last Five Years.⁽¹⁾ None.

Allen R. Freedman 1940	Trustee	Since 2007	Private Investor. 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). Former Chairman and a Director of Indus International, Inc. (provider of enterprise management software to the power generating industry) (2005-2007). Former Chief Executive Officer of Assurant, Inc. (insurance provider) (1979-2000). Directorships in the Last Five Years.⁽¹⁾ Director of Stonemor Partners, L.P. (owner and operator of cemeteries). Formerly, Director of Assurant, Inc. (insurance provider) (1979-2011).

William H. Park 1947	Trustee	Since 2003	Consultant and private investor. Formerly, Chief Financial Officer, Aveon Group L.P. (investment management firm) (2010-2011). 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 (investment management firm) (1982-2001). Formerly, Senior Manager, Price Waterhouse (now PricewaterhouseCoopers) (an independent registered public accounting firm) (1972-1981). Directorships in the Last Five Years.⁽¹⁾ None.

Eaton Vance

Tax-Managed International Equity Fund

October 31, 2011

Management and Organization — continued


	Position(s)
	with the
	Trust and		Principal Occupation(s) and Directorships
Name and Year of Birth	the Portfolio	Length of Service	During Past Five Years and Other Relevant Experience


Noninterested Trustees (continued)

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). Directorships in the Last Five Years.⁽¹⁾ None.

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). Directorships in the Last Five Years.⁽¹⁾ Formerly, Director of BJ’s Wholesale Club, Inc. (wholesale club retailer) (2004-2011). 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. Directorships in the Last Five Years.⁽¹⁾ None.

Harriett Tee Taggart 1948	Trustee	Since 2011	Managing Director, Taggart Associates (a professional practice firm). Formerly, Partner and Senior Vice President, Wellington Management Company, LLP (investment management firm) (1983-2006). Directorships in the Last Five Years. Director of Albemarle Corporation (chemicals manufacturer) (since 2007) and The Hanover Group (specialty property and casualty insurance company) (since 2009). Formerly, Director of Lubrizol Corporation (specialty chemicals) (2007-2011).

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). Directorships in the Last Five Years.⁽¹⁾ None.

Principal Officers who are not Trustees
	Position(s)
	with the
	Trust and	Length of	Principal Occupation(s)
Name and Year of Birth	the Portfolio	Service	During Past Five Years



Duncan W. Richardson 1957	President	Of the Trust since 2011⁽²⁾ and of the Portfolio since 2002	Director of EVC and Executive Vice President and Chief Equity Investment Officer of EVC, EVM and BMR.

Payson F. Swaffield 1956	Vice President of the Trust	Since 2011	Chief Income Investment Officer of EVC. Vice President of EVM and BMR.

Barbara E. Campbell 1957	Treasurer	Of the Trust since 2005 and of the Portfolio since 2008	Vice President of EVM and BMR.

Eaton Vance

Tax-Managed International Equity Fund

October 31, 2011

Management and Organization — continued


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


Principal Officers who are not Trustees (continued)

Maureen A. Gemma 1960	Vice President, Secretary and Chief Legal Officer	Vice President since 2011, Secretary since 2007 and Chief Legal Officer since 2008	Vice President of EVM and BMR.

Paul M. O’Neil 1953	Chief Compliance Officer	Since 2004	Vice President of EVM and BMR.


⁽¹⁾		During their respective tenures, the Trustees (except Mr. Eston and Ms. Taggart) 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 Trust (launched in 1998 and terminated in 2009).
⁽²⁾		Prior to 2011, Mr. Richardson was Vice President of the Trust since 2001.

Eaton Vance

Tax-Managed International Equity Fund

October 31, 2011

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.

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 Investment Servicing (US) Inc.

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

Fund Offices
Two International Place

Boston, MA 02110


038-12/11	IGSRC


Eaton Vance Tax-Managed Multi-Cap Growth Fund Annual Report October 31, 2011

Annual Report October 31, 2011

Eaton Vance

Tax-Managed Multi-Cap Growth Fund


Table of Contents

Management’s Discussion of Fund Performance		2
Performance		3
Fund Profile		4
Endnotes and Additional Disclosures		5
Fund Expenses		6
Financial Statements		7
Report of Independent Registered Public Accounting Firm	16 and 29
Federal Tax Information		17
Management and Organization		30
Important Notices		33

Eaton Vance

Tax-Managed Multi-Cap Growth Fund

October 31, 2011

Management’s Discussion of Fund Performance ¹

Economic and Market Conditions

Despite increased global markets volatility, U.S. equity markets posted solid results for the 12 months ending October 31, 2011, with strong early- and late-period gains more than offsetting steep mid-period losses.

In the initial months of the period, investor sentiment for U.S. equities was high as U.S. economic conditions reaccelerated, data pointed to more improvement in 2011 and corporate earnings results generally beat expectations. During this time frame, U.S. stocks registered broad-based gains amid global economic strength, an increase in corporate mergers and acquisitions activity, and solid U.S. corporate profit growth.

From July through September, U.S. stocks registered broad-based and steep declines when the eurozone’s distress worsened and global economic activity further decelerated. Investor confidence also was eroded by the inability of policymakers to grapple with sovereign debt issues—from the eurozone’s indecision on Greece to the U.S. lawmakers’ handling of the debt ceiling debate and Standard & Poor’s resulting decision to downgrade the country’s long-term credit rating. Furthermore, fresh economic data raised the odds of a U.S. recession. In the final month of the period, U.S. stocks rallied strongly, with most indexes producing some of the biggest monthly point gains in decades. Investors were encouraged by Europe’s plan to combat Greece’s debt problems, expand a bailout fund and recapitalize the region’s banks. Additionally, fresh economic data indicated that the U.S. economy may not be poised to move back into recession.

For the 12-month period ending October 31, 2011, the S&P 500 Index²gained 8.09%, the Dow Jones Industrial Average rose 10.39% and the NASDAQ Composite Index was up 8.10%. Growth stocks outperformed value stocks across large and small market capitalizations, and large-cap stocks outpaced their mid- and small-cap counterparts.

Fund Performance

For the fiscal year ending October 31, 2011, Eaton Vance Tax-Managed Multi-Cap Growth Fund’s Class A shares at net asset value (NAV) had a total return of 7.78%. By comparison, the Fund’s benchmark, the Russell 3000 Growth Index (the Index), gained 9.92% for the period.

The Fund underperformed the Index primarily as a result of industry allocation and stock selection in the health care, financials, telecommunication services and consumer discretionary sectors. In health care, the Fund’s holdings in the pharmaceuticals and health care equipment industries accounted for most of the underperformance versus the Index. An overweighting in the health care providers industry also detracted. Among the Fund’s holdings in the financials sector, commercial banks, capital markets and diversified financials stocks were the primary laggards.

In the telecommunication services sector, the Fund’s performance relative to the Index was hurt by stock selection in the wireless telecommunication services industry. In the consumer discretionary sector, the Fund’s performance versus the Index was hampered by industry allocation and stock selection in the media, specialty retail and multiline retail industries. Stock selection in the textiles apparel & luxury goods industry also detracted.

By contrast, performance relative to the Index was aided by the Fund’s holdings in the industrials, consumer staples, energy and materials sectors. Stock selection in the road & rail industry contributed most to the industrials sector, followed by the Fund’s holdings in aerospace & defense and commercial services & supplies. In the consumer staples sector, stock selection in the food products industry aided relative performance, as did overweighted positions in personal products and household products stocks.

The Fund’s holdings in the energy sector benefited from stock selection in the oil & gas industry. Among the Fund’s investments in the materials sector, stock selection and an overweighting in the chemicals industry added to relative performance, along with stock selection in the metals & mining industry.

See Endnotes and Additional Disclosures in this report.

Eaton Vance

Tax-Managed Multi-Cap Growth Fund

October 31, 2011

Performance^2,3

Portfolio Managers Kwang Kim; Gerald Moore, CFA; G. R. Nelson


% Average Annual Total Returns	Inception Date		1 Year			5 Years			10 Years

Class A at NAV		6/30/2000		7.78	%		3.28	%		6.19	%
Class A at 5.75% Maximum Sales Charge		—		1.60			2.07			5.57
Class B at NAV		7/10/2000		7.03			2.49			5.36
Class B at 5% Maximum Sales Charge		—		2.03			2.14			5.36
Class C at NAV		7/10/2000		6.93			2.49			5.37
Class C at 1% Maximum Sales Charge		—		5.93			2.49			5.37
Russell 3000 Growth Index		—	��	9.92	%		3.01	%		3.74	%
S&P 500 Index		—		8.09			0.25			3.69
Russell Midcap Growth Index		—		10.08			3.46			6.98


% After-Tax Returns with Maximum Sales Charge	Inception Date		1 Year			5 Years			10 Years

Class A After Taxes on Distributions		6/30/2000		1.60	%		1.44	%		5.21	%
Class A After Taxes on Distributions and Sale of Fund Shares		—		1.04			1.68			4.83
Class B After Taxes on Distributions		7/10/2000		2.03			1.51			5.01
Class B After Taxes on Distributions and Sale of Fund Shares		—		1.32			1.77			4.66
Class C After Taxes on Distributions		7/10/2000		5.93			1.86			5.01
Class C After Taxes on Distributions and Sale of Fund Shares		—		3.85			2.07			4.67


Total Annual Operating Expense Ratios⁴	Class A			Class B			Class C

		1.48	%		2.23	%		2.23	%

Growth of $10,000

This graph shows the change in value of a hypothetical investment of $10,000 in Class A of the Fund for the period indicated. For comparison, the same investment is shown in the indicated index.

With Maximum

Period Beginning

At NAV

Sales Charge

Class B

10/31/01

16,868

N.A.

Class C

10/31/01

16,879

N.A.

See Endnotes and Additional Disclosures in this report.

Eaton Vance

Tax-Managed Multi-Cap Growth Fund

October 31, 2011

Fund Profile⁵


Sector Allocation (% of net assets)⁶	Top 10 Holdings (% of net assets)⁶

	Apple, Inc.	5.4	%
	Google, Inc., Class A	2.2
	QUALCOMM, Inc.	2.2
	Yum! Brands, Inc.	2.0
	Amazon.com, Inc.	2.0
	Halliburton Co.	1.9
	Monsanto Co.	1.8
	Precision Castparts Corp.	1.8
	Cypress Semiconductor Corp.	1.7
	Cabot Oil & Gas Corp.	1.7

	Total	22.7	%

See Endnotes and Additional Disclosures in this report.

Eaton Vance

Tax-Managed Multi-Cap Growth Fund

October 31, 2011

Endnotes and Additional Disclosures

The views expressed in this report are those of portfolio manager(s) and are current only through the date stated at the top of this page. These views are subject to change at any time based upon market or other conditions, and Eaton Vance and the Fund(s) disclaim any responsibility to update such views. These views may not be relied upon as investment advice and, because investment decisions are based on many factors, may not be relied upon as an indication of trading intent on behalf of any Eaton Vance fund. This commentary may contain statements that are not historical facts, referred to as forward looking statements. The Fund’s actual future results may differ significantly from those stated in any forward looking statement, depending on factors such as changes in securities or financial markets or general economic conditions, the volume of sales and purchases of Fund shares, the continuation of investment advisory, administrative and service contracts, and other risks discussed from time to time in the Fund’s filings with the Securities and Exchange Commission.

S&P 500 Index is an unmanaged index of large-cap stocks commonly used as a measure of U.S. stock market performance. Dow Jones Industrial Average is a price-weighted average of 30 blue-chip stocks that are generally the leaders in their industry. NASDAQ Composite Index is a market capitalization-weighted index of all domestic and international securities listed on NASDAQ. The Fund’s primary benchmark was changed to Russell 3000 Growth Index to better reflect its investment strategy. Russell 3000 Growth Index is an unmanaged index of the broad growth segment of the U.S. equity universe. Russell Midcap Growth Index is an unmanaged index of U.S. mid-cap growth stocks. Index returns do not reflect the effect of any applicable sales charges, commissions, expenses, taxes or leverage. It is not possible to invest directly in an index.

Total Returns at NAV do not include applicable sales charges. If sales charges were deducted, the returns would be lower. Total Returns shown with maximum sales charge reflect the stated maximum sales charge. Unless otherwise stated, performance does not reflect the deduction of taxes on Fund distributions or redemptions of Fund shares. After-tax returns are calculated using certain assumptions, including using the highest historical individual federal income tax rates and do not reflect the impact of state/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 shares held by nontaxable entities. Return After Taxes on Distributions may be the same as Return Before Taxes for the same period because no taxable distributions were made during that period. Return After Taxes on Distributions and Sale of Fund Shares may be greater than or equal to Return After Taxes on Distributions for the same period because of losses realized on the sale of Fund shares.

⁴

Source: Fund prospectus.

⁵

Fund invests in an affiliated investment company (Portfolio) with the same objective(s) and policies as the Fund. References to investments are to the Portfolio’s holdings.

⁶

Excludes cash and cash equivalents. Depictions do not reflect the Fund’s option positions.

Fund profile subject to change due to active management.

Eaton Vance

Tax-Managed Multi-Cap Growth Fund

October 31, 2011

Fund Expenses


	Beginning		Ending		Expenses Paid		Annualized
	Account Value		Account Value		During Period*		Expense
	(5/1/11)		(10/31/11)		(5/1/11 – 10/31/11)		Ratio


Actual
Class A	$	1,000.00	$	893.40	$	7.44		1.56	%
Class B	$	1,000.00	$	890.00	$	11.00		2.31	%
Class C	$	1,000.00	$	889.40	$	11.00		2.31	%





Hypothetical
(5% return per year before expenses)
Class A	$	1,000.00	$	1,017.30	$	7.93		1.56	%
Class B	$	1,000.00	$	1,013.60	$	11.72		2.31	%
Class C	$	1,000.00	$	1,013.60	$	11.72		2.31	%

Eaton Vance

Tax-Managed Multi-Cap Growth Fund

October 31, 2011

Statement of Assets and Liabilities


Assets	October 31, 2011

Investment in Tax-Managed Multi-Cap Growth Portfolio, at value (identified cost, $51,831,493)	$	58,244,057
Receivable for Fund shares sold		21,066


Total assets	$	58,265,123





Liabilities

Payable for Fund shares redeemed	$	196,998
Payable to affiliates:
Distribution and service fees		23,626
Administration fee		7,069
Trustees’ fees		42
Accrued expenses		45,803


Total liabilities	$	273,538


Net Assets	$	57,991,585





Sources of Net Assets

Paid-in capital	$	71,945,792
Accumulated net realized loss from Portfolio		(20,366,771	)
Net unrealized appreciation from Portfolio		6,412,564


Total	$	57,991,585





Class A Shares

Net Assets	$	38,581,999
Shares Outstanding		3,029,241
Net Asset Value and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	12.74
Maximum Offering Price Per Share
(100 ¸ 94.25 of net asset value per share)	$	13.52





Class B Shares

Net Assets	$	3,340,207
Shares Outstanding		288,725
Net Asset Value and Offering Price Per Share*
(net assets ¸ shares of beneficial interest outstanding)	$	11.57





Class C Shares

Net Assets	$	16,069,379
Shares Outstanding		1,387,179
Net Asset Value and Offering Price Per Share*
(net assets ¸ shares of beneficial interest outstanding)	$	11.58

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.

See Notes to Financial Statements.

Eaton Vance

Tax-Managed Multi-Cap Growth Fund

October 31, 2011

Statement of Operations


	Year Ended
Investment Income	October 31, 2011

Dividends allocated from Portfolio (net of foreign taxes, $8,884)	$	551,449
Interest allocated from Portfolio		1,693
Expenses allocated from Portfolio		(497,605	)


Total investment income from Portfolio	$	55,537





Expenses

Administration fee	$	98,929
Distribution and service fees
Class A		108,893
Class B		44,252
Class C		179,705
Trustees’ fees and expenses		500
Custodian fee		19,716
Transfer and dividend disbursing agent fees		81,307
Legal and accounting services		22,302
Printing and postage		25,893
Registration fees		55,203
Miscellaneous		11,171


Total expenses	$	647,871



Net investment loss	$	(592,334	)





Realized and Unrealized Gain (Loss) from Portfolio

Net realized gain (loss) —
Investment transactions	$	9,174,510
Written options		305,527
Foreign currency transactions		(1,202	)


Net realized gain	$	9,478,835


Change in unrealized appreciation (depreciation) —
Investments	$	(3,646,000	)
Written options		10,003
Foreign currency		636


Net change in unrealized appreciation (depreciation)	$	(3,635,361	)



Net realized and unrealized gain	$	5,843,474



Net increase in net assets from operations	$	5,251,140

See Notes to Financial Statements.

Eaton Vance

Tax-Managed Multi-Cap Growth Fund

October 31, 2011

Statements of Changes in Net Assets


	Year Ended October 31,

Increase (Decrease) in Net Assets	2011			2010

From operations —
Net investment loss	$	(592,334	)	$	(722,514	)
Net realized gain from investment transactions, written options and foreign currency transactions		9,478,835			9,284,248
Net change in unrealized appreciation (depreciation) from investments, written options and foreign currency		(3,635,361	)		(152,068	)


Net increase in net assets from operations	$	5,251,140		$	8,409,666


Transactions in shares of beneficial interest —
Proceeds from sale of shares
Class A	$	3,377,834		$	5,952,217
Class B		518,559			656,526
Class C		2,107,027			1,905,371
Cost of shares redeemed
Class A		(13,053,462	)		(15,951,336	)
Class B		(1,392,175	)		(1,463,958	)
Class C		(5,569,571	)		(6,144,616	)
Net asset value of shares exchanged
Class A		1,101,309			2,345,355
Class B		(1,101,309	)		(2,345,355	)


Net decrease in net assets from Fund share transactions	$	(14,011,788	)	$	(15,045,796	)



Net decrease in net assets	$	(8,760,648	)	$	(6,636,130	)





Net Assets

At beginning of year	$	66,752,233		$	73,388,363


At end of year	$	57,991,585		$	66,752,233

See Notes to Financial Statements.

Eaton Vance

Tax-Managed Multi-Cap Growth Fund

October 31, 2011

Financial Highlights


	Class A

	Year Ended October 31,

	2011			2010			2009			2008			2007

Net asset value — Beginning of year	$	11.810		$	10.500		$	8.730		$	17.990		$	12.750





Income (Loss) From Operations

Net investment income (loss)⁽¹⁾	$	(0.084	)⁽²⁾	$	(0.081	)⁽³⁾	$	(0.036	)	$	(0.010	)	$	0.217	⁽⁴⁾
Net realized and unrealized gain (loss)		1.014			1.391			1.806			(6.853	)		5.276


Total income (loss) from operations	$	0.930		$	1.310		$	1.770		$	(6.863	)	$	5.493





Less Distributions

From net investment income	$	—		$	—		$	—		$	(0.197	)	$	—
From net realized gain		—			—			—			(2.200	)		(0.253	)


Total distributions	$	—		$	—		$	—		$	(2.397	)	$	(0.253	)



Net asset value — End of year	$	12.740		$	11.810		$	10.500		$	8.730		$	17.990



Total Return⁽⁵⁾		7.78	%		12.57	%		20.27	%		(43.97	)%		43.76	%





Ratios/Supplemental Data

Net assets, end of year (000’s omitted)	$	38,582		$	43,627		$	45,868		$	56,537		$	49,517
Ratios (as a percentage of average daily net assets):
Expenses⁽⁶⁾⁽⁷⁾		1.48	%		1.47	%		1.57	%		1.38	%		1.43	%
Net investment income (loss)		(0.65	)%⁽²⁾		(0.70	)%⁽³⁾		(0.41	)%		(0.07	)%		1.45	%⁽⁴⁾
Portfolio Turnover of the Portfolio		139	%		200	%		205	%		283	%		157	%


⁽¹⁾		Computed using average shares outstanding.
⁽²⁾		Net investment loss per share reflects special dividends allocated from the Portfolio which amounted to $0.027 per share. Excluding special dividends, the ratio of net investment loss to average daily net assets would have been (0.85)%.
⁽³⁾		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)%.
⁽⁴⁾		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)%.
⁽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⁾		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.

See Notes to Financial Statements.

Eaton Vance

Tax-Managed Multi-Cap Growth Fund

October 31, 2011

Financial Highlights — continued


	Class B

	Year Ended October 31,

	2011			2010			2009			2008			2007

Net asset value — Beginning of year	$	10.810		$	9.680		$	8.120		$	16.880		$	12.070





Income (Loss) From Operations

Net investment income (loss)⁽¹⁾	$	(0.164	)⁽²⁾	$	(0.151	)⁽³⁾	$	(0.089	)	$	(0.111	)	$	0.120	⁽⁴⁾
Net realized and unrealized gain (loss)		0.924			1.281			1.649			(6.375	)		4.943


Total income (loss) from operations	$	0.760		$	1.130		$	1.560		$	(6.486	)	$	5.063





Less Distributions

From net investment income	$	—		$	—		$	—		$	(0.074	)	$	—
From net realized gain		—			—			—			(2.200	)		(0.253	)


Total distributions	$	—		$	—		$	—		$	(2.274	)	$	(0.253	)



Net asset value — End of year	$	11.570		$	10.810		$	9.680		$	8.120		$	16.880



Total Return⁽⁵⁾		7.03	%		11.67	%		19.21	%		(44.36	)%		42.64	%





Ratios/Supplemental Data

Net assets, end of year (000’s omitted)	$	3,340		$	4,940		$	7,300		$	10,119		$	20,815
Ratios (as a percentage of average daily net assets):
Expenses⁽⁶⁾⁽⁷⁾		2.23	%		2.22	%		2.33	%		2.13	%		2.19	%
Net investment income (loss)		(1.38	)%⁽²⁾		(1.43	)%⁽³⁾		(1.11	)%		(0.84	)%		0.86	%⁽⁴⁾
Portfolio Turnover of the Portfolio		139	%		200	%		205	%		283	%		157	%


⁽¹⁾		Computed using average shares outstanding.
⁽²⁾		Net investment loss per share reflects special dividends allocated from the Portfolio which amounted to $0.026 per share. Excluding special dividends, the ratio of net investment loss to average daily net assets would have been (1.60)%.
⁽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 (1.54)%.
⁽⁴⁾		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)%.
⁽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⁾		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.

See Notes to Financial Statements.

Eaton Vance

Tax-Managed Multi-Cap Growth Fund

October 31, 2011

Financial Highlights — continued


	Class C

	Year Ended October 31,

	2011			2010			2009			2008			2007

Net asset value — Beginning of year	$	10.830		$	9.690		$	8.130		$	16.910		$	12.090





Income (Loss) From Operations

Net investment income (loss)⁽¹⁾	$	(0.166	)⁽²⁾	$	(0.153	)⁽³⁾	$	(0.100	)	$	(0.109	)	$	0.111	⁽⁴⁾
Net realized and unrealized gain (loss)		0.916			1.293			1.660			(6.379	)		4.962


Total income (loss) from operations	$	0.750		$	1.140		$	1.560		$	(6.488	)	$	5.073





Less Distributions

From net investment income	$	—		$	—		$	—		$	(0.092	)	$	—
From net realized gain		—			—			—			(2.200	)		(0.253	)


Total distributions	$	—		$	—		$	—		$	(2.292	)	$	(0.253	)



Net asset value — End of year	$	11.580		$	10.830		$	9.690		$	8.130		$	16.910



Total Return⁽⁵⁾		6.93	%		11.76	%		19.19	%		(44.33	)%		42.65	%





Ratios/Supplemental Data

Net assets, end of year (000’s omitted)	$	16,069		$	18,185		$	20,220		$	18,483		$	28,537
Ratios (as a percentage of average daily net assets):
Expenses⁽⁶⁾⁽⁷⁾		2.23	%		2.22	%		2.32	%		2.13	%		2.18	%
Net investment income (loss)		(1.39	)%⁽²⁾		(1.45	)%⁽³⁾		(1.21	)%		(0.83	)%		0.79	%⁽⁴⁾
Portfolio Turnover of the Portfolio		139	%		200	%		205	%		283	%		157	%


⁽¹⁾		Computed using average shares outstanding.
⁽²⁾		Net investment loss per share reflects special dividends allocated from the Portfolio which amounted to $0.025 per share. Excluding special dividends, the ratio of net investment loss to average daily net assets would have been (1.60)%.
⁽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)%.
⁽⁴⁾		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)%.
⁽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⁾		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.

See Notes to Financial Statements.

Eaton Vance

Tax-Managed Multi-Cap Growth Fund

October 31, 2011

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. Beginning on January 1, 2012, Class B shares are only available for purchase upon exchange from another Eaton Vance fund or through reinvestment of distributions. 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 (56.1% at October 31, 2011). 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, 2011, the Fund, for federal income tax purposes, had a capital loss carryforward of $19,070,318 which will reduce its taxable income arising from future net realized gains on investment transactions, if any, to the extent permitted by the Internal Revenue Code, and thus will reduce the amount of distributions to shareholders, which would otherwise be necessary to relieve the Fund of any liability for federal income or excise tax. Such capital loss carryforward will expire on October 31, 2016 ($5,318,368) and October 31, 2017 ($13,751,950). In addition, such capital loss carryforward cannot be utilized prior to the utilization of new capital losses, if any, created after October 31, 2011.

During the year ended October 31, 2011, a capital loss carryforward of $9,073,273 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.

Eaton Vance

Tax-Managed Multi-Cap Growth Fund

October 31, 2011

Notes to Financial Statements — continued

2 Distributions to Shareholders

During the year ended October 31, 2011, accumulated net realized loss was increased by $200,018, accumulated net investment loss was decreased by $592,334 and paid-in capital was decreased by $392,316 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, 2011, the components of distributable earnings (accumulated losses) and unrealized appreciation (depreciation) on a tax basis were as follows:





Capital loss carryforward	$	(19,070,318	)
Net unrealized appreciation	$	5,116,111

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, 2011, the administration fee amounted to $98,929. 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, 2011, EVM earned $5,149 in sub-transfer agent fees. The Fund was informed that Eaton Vance Distributors, Inc. (EVD), an affiliate of EVM and the Fund’s principal underwriter, received $3,235 as its portion of the sales charge on sales of Class A shares for the year ended October 31, 2011. 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 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. Pursuant to the Class B and Class C Plans, the Fund pays 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, 2011, the Fund paid or accrued to EVD $33,189 and $134,779 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, 2011, the amounts of Uncovered Distribution Charges of EVD calculated under the Class B and Class C Plans were approximately $568,000 and $1,595,000, respectively.

Eaton Vance

Tax-Managed Multi-Cap Growth Fund

October 31, 2011

Notes to Financial Statements — continued

Pursuant to the Class B and Class C Plans, the Fund also makes 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 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, 2011 amounted to $11,063 and $44,926 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, 2011, the Fund was informed that EVD received approximately $400, $12,000 and $2,000 of CDSCs paid by Class A, Class B and Class C shareholders, respectively.

6 Investment Transactions

For the year ended October 31, 2011, increases and decreases in the Fund’s investment in the Portfolio aggregated $2,529,889 and $17,202,803, respectively.

7 Shares of Beneficial Interest


	Year Ended October 31,
Class A	2011			2010


Sales		255,880			520,772
Redemptions		(1,004,675	)		(1,399,279	)
Exchange from Class B shares		85,202			201,695



Net decrease		(663,593	)		(676,812	)





	Year Ended October 31,
Class B	2011			2010


Sales		42,818			62,243
Redemptions		(117,516	)		(140,198	)
Exchange to Class A shares		(93,447	)		(219,377	)



Net decrease		(168,145	)		(297,332	)





	Year Ended October 31,
Class C	2011			2010


Sales		177,526			180,311
Redemptions		(470,103	)		(586,878	)



Net decrease		(292,577	)		(406,567	)

Eaton Vance

Tax-Managed Multi-Cap Growth Fund

October 31, 2011

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, 2011, 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, such 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, 2011, the results of its operations for the year ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 22, 2011

Eaton Vance

Tax-Managed Multi-Cap Growth Fund

October 31, 2011

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

October 31, 2011

Portfolio of Investments


Common Stocks — 98.9%⁽¹⁾

Security	Shares		Value



Aerospace & Defense — 1.8%

Precision Castparts Corp.		11,400	$	1,859,910


			$	1,859,910




Air Freight & Logistics — 1.3%

Expeditors International of Washington, Inc.		28,500	$	1,299,600


			$	1,299,600




Auto Components — 1.1%

Lear Corp.		23,300	$	1,093,003


			$	1,093,003




Beverages — 0.8%

Anheuser-Busch InBev NV ADR		14,900	$	826,503


			$	826,503




Capital Markets — 1.0%

Lazard, Ltd., Class A		14,700	$	401,898
T. Rowe Price Group, Inc.		12,100		639,364


			$	1,041,262




Chemicals — 4.2%

Celanese Corp., Class A		35,700	$	1,554,735
Monsanto Co.		25,800		1,876,950
Praxair, Inc.		9,300		945,531


			$	4,377,216




Commercial Services & Supplies — 1.4%

Waste Connections, Inc.		43,750	$	1,489,688


			$	1,489,688




Communications Equipment — 3.2%

QUALCOMM, Inc.		43,400	$	2,239,440
Riverbed Technology, Inc.⁽²⁾		29,800		821,884
Sycamore Networks, Inc.		14,100		271,002


			$	3,332,326




Computers & Peripherals — 9.1%

Apple, Inc.⁽²⁾		13,900	$	5,626,442
Dell, Inc.⁽²⁾		79,100		1,250,571
EMC Corp.⁽²⁾		69,100		1,693,641
Quantum Corp.⁽²⁾		343,600		896,796


			$	9,467,450




Consumer Finance — 1.1%

American Express Co.		23,300	$	1,179,446


			$	1,179,446




Diversified Financial Services — 1.1%

Citigroup, Inc.		12,400	$	391,716
Moody’s Corp.		19,600		695,604


			$	1,087,320




Energy Equipment & Services — 6.2%

Ensco PLC ADR		29,700	$	1,474,902
Halliburton Co.		52,900		1,976,344
Rowan Cos., Inc.⁽²⁾		43,100		1,486,519
Tidewater, Inc.		31,300		1,540,899


			$	6,478,664




Food Products — 1.1%

Mead Johnson Nutrition Co.		16,300	$	1,171,155


			$	1,171,155




Health Care Equipment & Supplies — 1.9%

Analogic Corp.		13,000	$	703,040
St. Jude Medical, Inc.		32,000		1,248,000


			$	1,951,040




Health Care Providers & Services — 6.3%

Catalyst Health Solutions, Inc.⁽²⁾		24,400	$	1,341,268
Centene Corp.⁽²⁾		41,300		1,451,695
DaVita, Inc.⁽²⁾		16,800		1,176,000
MEDNAX, Inc.⁽²⁾		21,600		1,421,280
Team Health Holdings, Inc.⁽²⁾		57,600		1,170,432


			$	6,560,675




Health Care Technology — 1.4%

Allscripts Healthcare Solutions, Inc.⁽²⁾		77,400	$	1,482,210


			$	1,482,210

See Notes to Financial Statements.

Tax-Managed Multi-Cap Growth Portfolio

October 31, 2011

Portfolio of Investments — continued


Security	Shares		Value


Hotels, Restaurants & Leisure — 5.2%

Panera Bread Co., Class A⁽²⁾		9,300	$	1,243,317
Starbucks Corp.		28,300		1,198,222
Starwood Hotels & Resorts Worldwide, Inc.		18,600		932,046
Yum! Brands, Inc.		37,900		2,030,303


			$	5,403,888




Household Products — 2.2%

Church & Dwight Co., Inc.		25,500	$	1,126,590
Colgate-Palmolive Co.		12,400		1,120,588


			$	2,247,178




Industrial Conglomerates — 0.8%

Danaher Corp.		17,000	$	821,950


			$	821,950




Insurance — 0.4%

Aflac, Inc.		9,000	$	405,810


			$	405,810




Internet & Catalog Retail — 3.6%

Amazon.com, Inc.⁽²⁾		9,500	$	2,028,345
priceline.com, Inc.⁽²⁾		3,400		1,726,248


			$	3,754,593




Internet Software & Services — 5.7%

eBay, Inc.⁽²⁾		32,900	$	1,047,207
Google, Inc., Class A⁽²⁾		3,800		2,252,032
LinkedIn Corp., Class A⁽²⁾		2,800		251,720
Rackspace Hosting, Inc.⁽²⁾		34,400		1,423,816
VeriSign, Inc.		29,800		956,282


			$	5,931,057




IT Services — 2.8%

Accenture PLC, Class A		25,400	$	1,530,604
Visa, Inc., Class A		14,900		1,389,574


			$	2,920,178




Life Sciences Tools & Services — 0.9%

Bruker Corp.⁽²⁾		64,800	$	935,064


			$	935,064




Machinery — 5.0%

Cummins, Inc.		16,500	$	1,640,595
Kennametal, Inc.		29,400		1,143,366
Parker Hannifin Corp.		15,800		1,288,490
Timken Co. (The)		25,500		1,074,060


			$	5,146,511




Media — 1.0%

Sirius XM Radio, Inc.⁽²⁾		565,400	$	1,012,066


			$	1,012,066




Metals & Mining — 0.7%

Cliffs Natural Resources, Inc.		10,200	$	695,844


			$	695,844




Oil, Gas & Consumable Fuels — 4.1%

Cabot Oil & Gas Corp.		22,700	$	1,764,244
Rosetta Resources, Inc.⁽²⁾		18,555		822,729
SM Energy Co.		19,700		1,633,327


			$	4,220,300




Personal Products — 1.1%

Estee Lauder Cos., Inc. (The), Class A		11,700	$	1,151,865


			$	1,151,865




Pharmaceuticals — 2.4%

Allergan, Inc.		19,800	$	1,665,576
Warner Chilcott PLC, Class A⁽²⁾		47,800		866,136


			$	2,531,712




Professional Services — 0.6%

Odyssey Marine Exploration, Inc.⁽²⁾		227,900	$	649,515


			$	649,515




Real Estate Investment Trusts (REITs) — 1.0%

AvalonBay Communities, Inc.		7,700	$	1,029,413


			$	1,029,413




Road & Rail — 2.5%

J.B. Hunt Transport Services, Inc.		28,700	$	1,214,297
Kansas City Southern⁽²⁾		21,832		1,379,127


			$	2,593,424

See Notes to Financial Statements.

Tax-Managed Multi-Cap Growth Portfolio

October 31, 2011

Portfolio of Investments — continued


Security	Shares		Value


Semiconductors & Semiconductor Equipment — 4.1%

Cirrus Logic, Inc.⁽²⁾		60,800	$	1,011,712
Cypress Semiconductor Corp.⁽²⁾		94,000		1,796,340
NetLogic Microsystems, Inc.⁽²⁾		30,000		1,476,000


			$	4,284,052




Software — 2.9%

Ariba, Inc.⁽²⁾		36,900	$	1,168,992
Intuit, Inc.		14,600		783,582
Microsoft Corp.		19,700		524,611
VMware, Inc., Class A⁽²⁾		5,700		557,175


			$	3,034,360




Specialty Retail — 3.7%

Abercrombie & Fitch Co., Class A		14,600	$	1,086,240
Ross Stores, Inc.		15,700		1,377,361
Signet Jewelers, Ltd.		14,800		638,028
Tractor Supply Co.		11,000		780,340


			$	3,881,969




Textiles, Apparel & Luxury Goods — 2.5%

NIKE, Inc., Class B		15,800	$	1,522,330
Warnaco Group, Inc. (The)⁽²⁾		22,300		1,094,930


			$	2,617,260




Tobacco — 1.2%

Philip Morris International, Inc.		17,000	$	1,187,790


			$	1,187,790




Trading Companies & Distributors — 1.5%

W.W. Grainger, Inc.		9,100	$	1,558,921


			$	1,558,921



Total Common Stocks
(identified cost $91,211,964)			$	102,712,188




Short-Term Investments — 3.0%

	Interest
Description	(000’s omitted)		Value


Eaton Vance Cash Reserves Fund, LLC, 0.12%⁽³⁾	$	3,097	$	3,097,204



Total Short-Term Investments
(identified cost $3,097,204)			$	3,097,204



Total Investments — 101.9%
(identified cost $94,309,168)			$	105,809,392


Covered Call Options Written — (0.1)%

	Number of		Strike		Expiration
Security	Contracts		Price		Date		Value


Apple, Inc.		12	$	440.00		11/19/11	$	(744	)
Cirrus Logic, Inc.		357		20.00		11/19/11		(893	)
Cypress Semiconductor Corp.		235		18.00		11/19/11		(36,425	)
Dell, Inc.		376		18.00		11/19/11		(3,008	)
EMC Corp.		227		25.00		11/19/11		(10,101	)
LinkedIn Corp., Class A		28		95.00		11/19/11		(12,180	)
Monsanto Co.		65		80.00		11/19/11		(1,527	)
NIKE, Inc., Class B		19		92.50		11/19/11		(9,405	)
Panera Bread Co., Class A		14		135.00		12/17/11		(8,680	)
QUALCOMM, Inc.		109		55.00		11/19/11		(8,230	)
Sycamore Networks, Inc.		141		20.00		11/19/11		(9,518	)
VMware, Inc., Class A		57		97.50		11/19/11		(20,520	)



Total Covered Call Options Written
(premiums received $138,382)							$	(121,231	)



Other Assets, Less Liabilities — (1.8)%							$	(1,867,280	)



Net Assets — 100.0%							$	103,820,881

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


ADR		- American Depositary Receipt


⁽¹⁾		All or a portion of each applicable common stock for which a written call option is outstanding at October 31, 2011 has been pledged as collateral for such written option.

⁽²⁾		Non-income producing security.

⁽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, 2011.

See Notes to Financial Statements.

Tax-Managed Multi-Cap Growth Portfolio

October 31, 2011

Statement of Assets and Liabilities


Assets	October 31, 2011

Unaffiliated investments, at value (identified cost, $91,211,964)	$	102,712,188
Affiliated investment, at value (identified cost, $3,097,204)		3,097,204
Dividends receivable		43,288
Interest receivable from affiliated investment		234
Receivable for investments sold		857,808
Tax reclaims receivable		10,678


Total assets	$	106,721,400





Liabilities

Written options outstanding, at value (premiums received, $138,382)	$	121,231
Payable for investments purchased		2,674,650
Payable to affiliates:
Investment adviser fee		54,825
Trustees’ fees		372
Accrued expenses		49,441


Total liabilities	$	2,900,519


Net Assets applicable to investors’ interest in Portfolio	$	103,820,881





Sources of Net Assets

Net proceeds from capital contributions and withdrawals	$	92,303,640
Net unrealized appreciation		11,517,241


Total	$	103,820,881

See Notes to Financial Statements.

Tax-Managed Multi-Cap Growth Portfolio

October 31, 2011

Statement of Operations


	Year Ended
Investment Income	October 31, 2011

Dividends (net of foreign taxes, $15,844)	$	982,297
Interest allocated from affiliated investment		3,021
Expenses allocated from affiliated investment		(331	)


Total investment income	$	984,987





Expenses

Investment adviser fee	$	766,799
Trustees’ fees and expenses		4,479
Custodian fee		73,480
Legal and accounting services		38,498
Miscellaneous		4,501


Total expenses	$	887,757


Deduct —
Reduction of custodian fee	$	12


Total expense reductions	$	12



Net expenses	$	887,745



Net investment income	$	97,242





Realized and Unrealized Gain (Loss)

Net realized gain (loss) —
Investment transactions	$	17,049,872
Investment transactions allocated from affiliated investment		85
Written options		544,662
Foreign currency transactions		(2,134	)


Net realized gain	$	17,592,485


Change in unrealized appreciation (depreciation) —
Investments	$	(6,884,170	)
Written options		17,151
Foreign currency		1,142


Net change in unrealized appreciation (depreciation)	$	(6,865,877	)



Net realized and unrealized gain	$	10,726,608



Net increase in net assets from operations	$	10,823,850

See Notes to Financial Statements.

Tax-Managed Multi-Cap Growth Portfolio

October 31, 2011

Statements of Changes in Net Assets


	Year Ended October 31,

Increase (Decrease) in Net Assets	2011			2010

From operations —
Net investment income	$	97,242		$	2,884
Net realized gain from investment transactions, written options and foreign currency transactions		17,592,485			16,861,981
Net change in unrealized appreciation (depreciation) from investments, written options and foreign currency		(6,865,877	)		(930,543	)


Net increase in net assets from operations	$	10,823,850		$	15,934,322


Capital transactions —
Contributions	$	23,827,543		$	2,348,316
Withdrawals		(51,290,189	)		(24,938,855	)


Net decrease in net assets from capital transactions	$	(27,462,646	)	$	(22,590,539	)



Net decrease in net assets	$	(16,638,796	)	$	(6,656,217	)





Net Assets

At beginning of year	$	120,459,677		$	127,115,894


At end of year	$	103,820,881		$	120,459,677

See Notes to Financial Statements.

Tax-Managed Multi-Cap Growth Portfolio

October 31, 2011

Supplementary Data


	Year Ended October 31,

Ratios/Supplemental Data	2011			2010			2009			2008			2007

Ratios (as a percentage of average daily net assets):
Expenses⁽¹⁾		0.75	%		0.76	%		0.76	%		0.76	%		0.72	%
Net investment income		0.08	%⁽²⁾		0.00	%⁽³⁾⁽⁴⁾		0.39	%		0.54	%		2.24	%⁽⁵⁾
Portfolio Turnover		139	%		200	%		205	%		283	%		157	%


Total Return		8.57	%		13.37	%		21.24	%		(43.60	)%		44.75	%



Net assets, end of year (000’s omitted)	$	103,821		$	120,460		$	127,116		$	140,510		$	218,931


⁽¹⁾		Excludes the effect of custody fee credits, if any, of less than 0.005%.
⁽²⁾		Includes special dividends equal to 0.21% of average daily net assets.
⁽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

October 31, 2011

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, 2011, Eaton Vance Tax-Managed Multi-Cap Growth Fund and Eaton Vance Tax-Managed Equity Asset Allocation Fund held an interest of 56.1% and 43.9%, 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.

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. 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 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. 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 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 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

October 31, 2011

Notes to Financial Statements — continued

I Written Options — Upon the writing of a call or a put option, the premium received by the Portfolio is included in the Statement of Assets and Liabilities as a liability. The amount of the liability is subsequently marked-to-market to reflect the current market value of the option written, in accordance with the Portfolio’s policies on investment valuations discussed above. Premiums received from writing options which expire are treated as realized gains. Premiums received from writing options which are exercised or are closed are added to or offset against the proceeds or amount paid on the transaction to determine the realized gain or loss. When an index option is exercised, the Portfolio is required to deliver an amount of cash determined by the excess of the strike price of the option over the value of the index (in the case of a put) or the excess of the value of the index over the strike price of the option (in the case of a call) at contract termination. 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.

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 $160,663,638 and $176,687,158, respectively, for the year ended October 31, 2011.

Tax-Managed Multi-Cap Growth Portfolio

October 31, 2011

Notes to Financial Statements — continued

4 Federal Income Tax Basis of Investments

The cost and unrealized appreciation (depreciation) of investments of the Portfolio at October 31, 2011, as determined on a federal income tax basis, were as follows:


Aggregate cost	$	94,509,652



Gross unrealized appreciation	$	13,545,592
Gross unrealized depreciation		(2,245,852	)



Net unrealized appreciation	$	11,299,740

The net unrealized appreciation on written options and foreign currency transactions at October 31, 2011 on a federal income tax basis was $17,017.

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 and may involve, to a varying degree, elements of risk in excess of the amounts recognized for financial statement purposes. The notional or contractual amounts of these instruments represent the investment the Portfolio has in particular classes of financial instruments and do not necessarily represent the amounts potentially subject to risk. The measurement of the risks associated with these instruments is meaningful only when all related and offsetting transactions are considered. A summary of written call options at October 31, 2011 is included in the Portfolio of Investments.

Written call options activity for the year ended October 31, 2011 was as follows:


	Number of			Premiums
	Contracts			Received


Outstanding, beginning of year		—		$	—
Options written		15,974			934,558
Options terminated in closing purchase transactions		(2,010	)		(25,737	)
Options exercised		(1,718	)		(238,158	)
Options expired		(10,606	)		(532,281	)



Outstanding, end of year		1,640		$	138,382

At October 31, 2011, the Portfolio had sufficient cash and/or securities to cover commitments under these contracts.

The Portfolio is subject to equity price risk in the normal course of pursuing its investment objective. The Portfolio writes covered call options on individual stocks above the current value of the stock to generate premium income. In writing call options on individual stocks, the Portfolio in effect, sells potential appreciation in the value of the applicable stock above the exercise price in exchange for the option premium received. The Portfolio retains the risk of loss, minus the premium received, should the price of the underlying stock decline. 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.

The fair value of open derivative instruments (not considered to be hedging instruments for accounting disclosure purposes) and whose primary underlying risk exposure is equity price risk at October 31, 2011 was as follows:


	Fair Value
	Asset Derivative		Liability Derivative⁽¹⁾


Written options	$	—	$	(121,231	)


⁽¹⁾		Statement of Assets and Liabilities location: Written options outstanding, at value.

Tax-Managed Multi-Cap Growth Portfolio

October 31, 2011

Notes to Financial Statements — continued

The effect of derivative instruments (not considered to be hedging instruments for accounting disclosure purposes) on the Statement of Operations and whose primary underlying risk exposure is equity price risk for the year ended October 31, 2011 was as follows:


	Realized Gain (Loss)		Change in Unrealized
	on Derivatives Recognized		Appreciation (Depreciation) on
	in Income⁽¹⁾		Derivatives Recognized in Income⁽²⁾


Written options	$	544,662	$	17,151


⁽¹⁾		Statement of Operations location: Net realized gain (loss) – Written options.
⁽²⁾		Statement of Operations location: Change in unrealized appreciation (depreciation) – Written options.

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)

At October 31, 2011, the hierarchy of inputs used in valuing the Portfolio’s investments and open derivative instruments, which are carried at value, were as follows:


Asset Description	Level 1			Level 2		Level 3		Total


Common Stocks	$	102,712,188		$	—	$	—	$	102,712,188
Short-Term Investments		—			3,097,204		—		3,097,204



Total Investments	$	102,712,188		$	3,097,204	$	—	$	105,809,392




Liability Description



Covered Call Options Written	$	(121,231	)	$	—	$	—	$	(121,231	)



Total	$	(121,231	)	$	—	$	—	$	(121,231	)

The level classification by major category of investments is the same as the category presentation in the Portfolio of Investments.

Tax-Managed Multi-Cap Growth Portfolio

October 31, 2011

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, 2011, 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 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, 2011, 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, such 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, 2011, 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 22, 2011

Eaton Vance

Tax-Managed Multi-Cap Growth Fund

October 31, 2011

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 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. Each Trustee oversees 179 portfolios in the Eaton Vance Complex (including all master and feeder funds in a master feeder structure). Each officer serves as an officer of certain other Eaton Vance funds. Each Trustee and officer serves until his or her successor is elected.


	Position(s)
	with the
	Trust and		Principal Occupation(s) and Directorships
Name and Year of Birth	the Portfolio	Length of Service	During Past Five Years and Other Relevant Experience



Interested Trustee

Thomas E. Faust Jr. 1958	Trustee	Since 2007	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 179 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 and Portfolio. Directorships in the Last Five Years.⁽¹⁾ Director of EVC.

Noninterested Trustees

Scott E. Eston 1956	Trustee	Since 2011	Private investor. Formerly held various positions at Grantham, Mayo, Van Otterloo and Co., L.L.C. (investment management firm) (1997-2009), including Chief Operating Officer (2002-2009), Chief Financial Officer (1997-2009) and Chairman of the Executive Committee (2002-2008); President and Principal Executive Officer, GMO Trust (open-end registered investment company) (2006-2009). Former Partner, Coopers and Lybrand L.L.P. (now PricewaterhouseCoopers) (public accounting firm) (1987-1997). Directorships in the Last Five Years. None.

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. Directorships in the Last Five Years.⁽¹⁾ None.

Allen R. Freedman 1940	Trustee	Since 2007	Private Investor. 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). Former Chairman and a Director of Indus International, Inc. (provider of enterprise management software to the power generating industry) (2005-2007). Former Chief Executive Officer of Assurant, Inc. (insurance provider) (1979-2000). Directorships in the Last Five Years.⁽¹⁾ Director of Stonemor Partners, L.P. (owner and operator of cemeteries). Formerly, Director of Assurant, Inc. (insurance provider) (1979-2011).

William H. Park 1947	Trustee	Since 2003	Consultant and private investor. Formerly, Chief Financial Officer, Aveon Group L.P. (investment management firm) (2010-2011). 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 (investment management firm) (1982-2001). Formerly, Senior Manager, Price Waterhouse (now PricewaterhouseCoopers) (an independent registered public accounting firm) (1972-1981). Directorships in the Last Five Years.⁽¹⁾ None.

Eaton Vance

Tax-Managed Multi-Cap Growth Fund

October 31, 2011

Management and Organization — continued


	Position(s)
	with the
	Trust and		Principal Occupation(s) and Directorships
Name and Year of Birth	the Portfolio	Length of Service	During Past Five Years and Other Relevant Experience


Noninterested Trustees (continued)

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). Directorships in the Last Five Years.⁽¹⁾ None.

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). Directorships in the Last Five Years.⁽¹⁾ Formerly, Director of BJ’s Wholesale Club, Inc. (wholesale club retailer) (2004-2011). 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	Of the Trust since 1998 and of the Portfolio since 2000	Paul Hastings Professor of Corporate and Securities Law (since 2006) and Professor of Law (2001-2006), University of California at Los Angeles School of Law. Directorships in the Last Five Years.⁽¹⁾ None.

Harriett Tee Taggart 1948	Trustee	Since 2011	Managing Director, Taggart Associates (a professional practice firm). Formerly, Partner and Senior Vice President, Wellington Management Company, LLP (investment management firm) (1983-2006). Directorships in the Last Five Years. Director of Albemarle Corporation (chemicals manufacturer) (since 2007) and The Hanover Group (specialty property and casualty insurance company) (since 2009). Formerly, Director of Lubrizol Corporation (specialty chemicals) (2007-2011).

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). Directorships in the Last Five Years.⁽¹⁾ None.

Principal Officers who are not Trustees
	Position(s)
	with the
	Trust and	Length of	Principal Occupation(s)
Name and Year of Birth	the Portfolio	Service	During Past Five Years



Duncan W. Richardson 1957	President	Of the Trust since 2011⁽²⁾ and of the Portfolio since 2002	Director of EVC and Executive Vice President and Chief Equity Investment Officer of EVC, EVM and BMR.

Payson F. Swaffield 1956	Vice President of the Trust	Since 2011	Chief Income Investment Officer of EVC. Vice President of EVM and BMR.

Barbara E. Campbell 1957	Treasurer	Of the Trust since 2005 and of the Portfolio since 2008	Vice President of EVM and BMR.

Eaton Vance

Tax-Managed Multi-Cap Growth Fund

October 31, 2011

Management and Organization — continued


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


Principal Officers who are not Trustees (continued)

Maureen A. Gemma 1960	Vice President, Secretary and Chief Legal Officer	Vice President since 2011, Secretary since 2007 and Chief Legal Officer since 2008	Vice President of EVM and BMR.

Paul M. O’Neil 1953	Chief Compliance Officer	Since 2004	Vice President of EVM and BMR.


⁽¹⁾		During their respective tenures, the Trustees (except Mr. Eston and Ms. Taggart) 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 Trust (launched in 1998 and terminated in 2009).
⁽²⁾		Prior to 2011, Mr. Richardson was Vice President of the Trust since 2001.

The SAI for the Fund includes additional information about the Trustees and officers of the Fund and Portfolio and can be obtained without charge on Eaton Vance’s website at www.eatonvance.com or by calling 1-800-262-1122.

Eaton Vance

Tax-Managed Multi-Cap Growth Fund

October 31, 2011

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.

This Page Intentionally Left Blank

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 Investment Servicing (US) Inc.

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

Fund Offices
Two International Place

Boston, MA 02110


824-12/11	TMCAPSRC


Eaton Vance Tax-Managed Small-Cap Fund Annual Report October 31, 2011

Annual Report October 31, 2011

Eaton Vance

Tax-Managed Small-Cap Fund

Table of Contents


Management’s Discussion of Fund Performance	2

Performance	3

Fund Profile	4

Endnotes and Additional Disclosures	5

Fund Expenses	6

Financial Statements	7

Report of Independent Registered Public Accounting Firm	18	and 31

Federal Tax Information	19

Management and Organization	32

Important Notices	35

Eaton Vance

Tax-Managed Small-Cap Fund

October 31, 2011

Management’s Discussion of Fund Performance¹

Economic and Market Conditions

From July through September, U.S. stocks registered broad-based and steep declines when the eurozone’s distress worsened and global economic activity further decelerated. Investor confidence also was eroded by the inability of policymakers to grapple with sovereign debt issues—from the eurozone’s indecision on Greece to the U.S. lawmakers’ handling of the debt ceiling debate and Standard & Poor’s resulting decision to downgrade the country’s long-term credit rating. Furthermore, fresh economic data raised the odds of a U.S. recession. In the final month of the period, U.S. stocks rallied strongly, with most indexes producing some of the biggest monthly point gains in decades. Investors were encouraged by Europe’s plan to combat Greece’s debt problems, expand a bailout fund and recapitalize the region’s banks. Additionally, fresh economic data indicated that the U.S. economy may not be poised to move back into recession.

Fund Performance

For the fiscal year ending October 31, 2011, Eaton Vance Tax-Managed Small Cap Fund’s Class A shares at net asset value (NAV) had a total return of 4.78%. By comparison, the Fund’s benchmark, the Russell 2000 Index (the Index), gained 6.71% during the period.

The Fund underperformed its benchmark primarily as a result of unfavorable stock selection in the financials, information technology (IT), materials and consumer discretionary sectors. In financials, the Fund’s holdings in the capital markets industry accounted for most of the underperformance, while an overweight in real estate management also detracted. Among the Fund’s IT holdings, communications equipment & components and electronic equipment were the primary laggards. On a positive note in this sector, the Fund saw outperformance versus the Index in the semiconductors & semiconductor equipment industry thanks to favorable securities selection.

Among the Fund’s holdings in the utilities sector, an underweight in gas utilities added to Fund performance relative to the Index. The Fund’s investments in the consumer staples sector benefited from security selection in the household products industry as well as an overweight in food products.

In addition, performance relative to the Index was boosted by the Fund’s holdings in the energy, industrials, utilities and consumer staples sectors. In the energy sector, favorable security selection in the oil & gas industry was the largest contributor, while overweighting the entire sector also was beneficial. In the industrials sector, stock selection helped performance relative to the Index in the commercial services & supplies, building products and aerospace & defense industries. Holding no investments in the poorly performing electrical equipment sector also was beneficial.

See Endnotes and Additional Disclosures in this report.

Eaton Vance

Tax-Managed Small-Cap Fund

October 31, 2011

Performance^2,3

Portfolio Manager Nancy B. Tooke, CFA


												Since
% Average Annual Total Returns	Inception Date		1 Year			5 Years			10 Years			Inception

Class A at NAV		9/25/1997		4.78	%		4.14	%		4.54	%		—
Class A at 5.75% Maximum Sales Charge		—		–1.22			2.92			3.92			—
Class B at NAV		9/29/1997		3.99			3.37			3.76			—
Class B at 5% Maximum Sales Charge		—		–1.01			3.02			3.76			—
Class C at NAV		9/29/1997		4.01			3.37			3.76			—
Class C at 1% Maximum Sales Charge		—		3.01			3.37			3.76			—
Class I at NAV		10/1/2009		5.04			—			—			11.98	%
Russell 2000 Index		—		6.71	%		0.68	%		7.01	%		—


												Since
% After-Tax Returns with Maximum Sales Charge	Inception Date		1 Year			5 Years			10 Years			Inception

Class A After Taxes on Distributions		9/25/1997		–1.22	%		2.92	%		3.92	%		—
Class A After Taxes on Distributions and Sale of Fund Shares		—		–0.79			2.51			3.41			—
Class B After Taxes on Distributions		9/29/1997		–1.01			3.02			3.76			—
Class B After Taxes on Distributions and Sale of Fund Shares		—		–0.65			2.59			3.27			—
Class C After Taxes on Distributions		9/29/1997		3.01			3.37			3.76			—
Class C After Taxes on Distributions and Sale of Fund Shares		—		1.96			2.89			3.27			—
Class I After Taxes on Distributions		10/1/2009		5.04			—			—			11.98	%
Class I After Taxes on Distributions and Sale of Fund Shares		—		3.28			—			—			10.27


Total Annual Operating Expense Ratios⁴	Class A			Class B			Class C			Class I

		1.28	%		2.03	%		2.03	%		1.03	%

Growth of $10,000

This graph shows the change in value of a hypothetical investment of $10,000 in Class A of the Fund for the period indicated. For comparison, the same investment is shown in the indicated index.

With Maximum

Period Beginning

At NAV

Sales Charge

Class B

10/31/01

14,465

N.A.

Class C

10/31/01

14,473

N.A.

Class I

10/1/09

12,660

N.A.

See Endnotes and Additional Disclosures in this report.

Eaton Vance

Tax-Managed Small-Cap Fund

October 31, 2011

Fund Profile⁵

Sector Allocation (% of net assets)⁶

Top 10 Holdings (% of net assets)⁶


Cabot Oil & Gas Corp.	3.2	%
Brigham Exploration Co.	2.4
LKQ Corp.	2.3
Church & Dwight Co., Inc.	2.2
Team, Inc.	2.2
RBC Bearings, Inc.	2.1
Tennant Co.	2.0
New Jersey Resources Corp.	2.0
Cirrus Logic, Inc.	2.0
Aerovironment, Inc.	1.9

Total	22.3	%

See Endnotes and Additional Disclosures in this report.

Eaton Vance

Tax-Managed Small-Cap Fund

October 31, 2011

Endnotes and Additional Disclosures


¹	The views expressed in this report are those of portfolio manager(s) and are current only through the date stated at the top of this page. These views are subject to change at any time based upon market or other conditions, and Eaton Vance and the Fund(s) disclaim any responsibility to update such views. These views may not be relied upon as investment advice and, because investment decisions are based on many factors, may not be relied upon as an indication of trading intent on behalf of any Eaton Vance fund. This commentary may contain statements that are not historical facts, referred to as forward looking statements. The Fund’s actual future results may differ significantly from those stated in any forward looking statement, depending on factors such as changes in securities or financial markets or general economic conditions, the volume of sales and purchases of Fund shares, the continuation of investment advisory, administrative and service contracts, and other risks discussed from time to time in the Fund’s filings with the Securities and Exchange Commission.

²	S&P 500 Index is an unmanaged index of large-cap stocks commonly used as a measure of U.S. stock market performance. Dow Jones Industrial Average is a price-weighted average of 30 blue-chip stocks that are generally the leaders in their industry. NASDAQ Composite Index is a market capitalization-weighted index of all domestic and international securities listed on NASDAQ. Russell 2000 Index is an unmanaged index of 2,000 U.S. small-cap stocks. Index returns do not reflect the effect of any applicable sales charges, commissions, expenses, taxes or leverage, as applicable. It is not possible to invest directly in an index.

³	Total Returns at NAV do not include applicable sales charges. If sales charges were deducted, the returns would be lower. Total Returns shown with maximum sales charge reflect the stated maximum sales charge. Unless otherwise stated, performance does not reflect the deduction of taxes on Fund distributions or redemptions of Fund shares. After-tax returns are calculated using certain assumptions, including using the highest historical individual federal income tax rates and do not reflect the impact of state/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 shares held by nontaxable entities. Return After Taxes on Distributions may be the same as Return Before Taxes for the same period because no taxable distributions were made during that period. Return After Taxes on Distributions and Sale of Fund Shares may be greater than or equal to Return After Taxes on Distributions for the same period because of losses realized on the sale of Fund shares.

⁴	Source: Fund prospectus.

⁵	Fund invests in an affiliated investment company (Portfolio) with the same objective(s) and policies as the Fund. References to investments are to the Portfolio’s holdings.

⁶	Excludes cash and cash equivalents.

	Fund profile subject to change due to active management.

Eaton Vance

Tax-Managed Small-Cap Fund

October 31, 2011

Fund Expenses


	Beginning		Ending		Expenses Paid		Annualized
	Account Value		Account Value		During Period*		Expense
	(5/1/11)		(10/31/11)		(5/1/11 – 10/31/11)		Ratio


Actual
Class A	$	1,000.00	$	843.30	$	5.90		1.27	%
Class B	$	1,000.00	$	839.40	$	9.37		2.02	%
Class C	$	1,000.00	$	839.90	$	9.37		2.02	%
Class I	$	1,000.00	$	844.00	$	4.69		1.01	%




Hypothetical
(5% return per year before expenses)
Class A	$	1,000.00	$	1,018.80	$	6.46		1.27	%
Class B	$	1,000.00	$	1,015.00	$	10.26		2.02	%
Class C	$	1,000.00	$	1,015.00	$	10.26		2.02	%
Class I	$	1,000.00	$	1,020.10	$	5.14		1.01	%

Eaton Vance

Tax-Managed Small-Cap Fund

October 31, 2011

Statement of Assets and Liabilities


Assets	October 31, 2011

Investment in Tax-Managed Small-Cap Portfolio, at value (identified cost, $118,004,878)	$	124,290,918
Receivable for Fund shares sold		80,232


Total assets	$	124,371,150





Liabilities

Payable for Fund shares redeemed	$	123,310
Payable to affiliates:
Distribution and service fees		38,324
Trustees’ fees		42
Accrued expenses		72,627


Total liabilities	$	234,303


Net Assets	$	124,136,847





Sources of Net Assets

Paid-in capital	$	144,053,294
Accumulated net realized loss from Portfolio		(26,230,605	)
Accumulated undistributed net investment income		28,118
Net unrealized appreciation from Portfolio		6,286,040


Total	$	124,136,847





Class A Shares

Net Assets	$	87,191,794
Shares Outstanding		5,685,521
Net Asset Value and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	15.34
Maximum Offering Price Per Share
(100 ¸ 94.25 of net asset value per share)	$	16.28





Class B Shares

Net Assets	$	2,660,333
Shares Outstanding		192,762
Net Asset Value and Offering Price Per Share*
(net assets ¸ shares of beneficial interest outstanding)	$	13.80





Class C Shares

Net Assets	$	22,593,173
Shares Outstanding		1,643,732
Net Asset Value and Offering Price Per Share*
(net assets ¸ shares of beneficial interest outstanding)	$	13.75





Class I Shares

Net Assets	$	11,691,547
Shares Outstanding		758,031
Net Asset Value, Offering Price and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	15.42

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.

See Notes to Financial Statements.

Eaton Vance

Tax-Managed Small-Cap Fund

October 31, 2011

Statement of Operations


	Year Ended
Investment Income	October 31, 2011

Dividends allocated from Portfolio (net of foreign taxes, $6,554)	$	798,721
Interest allocated from Portfolio		8,546
Expenses allocated from Portfolio		(1,029,989	)


Total investment loss from Portfolio	$	(222,722	)





Expenses

Distribution and service fees
Class A	$	254,321
Class B		37,718
Class C		269,835
Trustees’ fees and expenses		500
Custodian fee		27,542
Transfer and dividend disbursing agent fees		195,891
Legal and accounting services		26,500
Printing and postage		39,110
Registration fees		78,696
Miscellaneous		13,978


Total expenses	$	944,091



Net investment loss	$	(1,166,813	)





Realized and Unrealized Gain (Loss) from Portfolio

Net realized gain (loss) —
Investment transactions	$	5,316,495
Foreign currency transactions		32


Net realized gain	$	5,316,527


Change in unrealized appreciation (depreciation) —
Investments	$	2,878,844
Foreign currency		55


Net change in unrealized appreciation (depreciation)	$	2,878,899



Net realized and unrealized gain	$	8,195,426



Net increase in net assets from operations	$	7,028,613

See Notes to Financial Statements.

Eaton Vance

Tax-Managed Small-Cap Fund

October 31, 2011

Statements of Changes in Net Assets


	Year Ended October 31,

Increase (Decrease) in Net Assets	2011			2010

From operations —
Net investment loss	$	(1,166,813	)	$	(1,285,107	)
Net realized gain from investment and foreign currency transactions		5,316,527			35,296,118
Net change in unrealized appreciation (depreciation) from investments and foreign currency		2,878,899			(6,187,122	)


Net increase in net assets from operations	$	7,028,613		$	27,823,889


Transactions in shares of beneficial interest —
Proceeds from sale of shares
Class A	$	8,051,155		$	12,576,033
Class B		535,919			325,790
Class C		2,123,156			3,556,289
Class I		10,041,117			7,950,530
Cost of shares redeemed
Class A		(25,418,968	)		(23,511,147	)
Class B		(738,284	)		(917,308	)
Class C		(6,809,532	)		(5,830,370	)
Class I		(6,085,692	)		(2,645,523	)
Net asset value of shares exchanged
Class A		1,273,694			2,442,221
Class B		(1,273,694	)		(2,442,221	)


Net decrease in net assets from Fund share transactions	$	(18,301,129	)	$	(8,495,706	)



Net increase (decrease) in net assets	$	(11,272,516	)	$	19,328,183





Net Assets

At beginning of year	$	135,409,363		$	116,081,180


At end of year	$	124,136,847		$	135,409,363





Accumulated undistributed net investment income included in net assets

At end of year	$	28,118		$	211

See Notes to Financial Statements.

Eaton Vance

Tax-Managed Small-Cap Fund

October 31, 2011

Financial Highlights


	Class A

	Year Ended October 31,

	2011			2010			2009			2008			2007

Net asset value — Beginning of year	$	14.640		$	11.710		$	10.540		$	16.140		$	12.520





Income (Loss) From Operations

Net investment loss⁽¹⁾	$	(0.110	)	$	(0.113	)	$	(0.070	)⁽²⁾	$	(0.120	)	$	(0.117	)
Net realized and unrealized gain (loss)		0.810			3.043			1.240			(5.480	)		3.737


Total income (loss) from operations	$	0.700		$	2.930		$	1.170		$	(5.600	)	$	3.620



Net asset value — End of year	$	15.340		$	14.640		$	11.710		$	10.540		$	16.140



Total Return⁽³⁾		4.78	%		25.02	%		11.10	%		(34.70	)%		28.91	%





Ratios/Supplemental Data

Net assets, end of year (000’s omitted)	$	87,192		$	97,524		$	85,422		$	80,868		$	65,185
Ratios (as a percentage of average daily net assets):
Expenses⁽⁴⁾⁽⁵⁾		1.23	%		1.28	%		1.44	%		1.27	%		1.34	%
Net investment loss		(0.67	)%		(0.84	)%		(0.70	)%⁽²⁾		(0.80	)%		(0.82	)%
Portfolio Turnover of the Portfolio		89	%		114	%		95	%		93	%		78	%


⁽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%.

See Notes to Financial Statements.

Eaton Vance

Tax-Managed Small-Cap Fund

October 31, 2011

Financial Highlights — continued


	Class B

	Year Ended October 31,

	2011			2010			2009			2008			2007

Net asset value — Beginning of year	$	13.270		$	10.700		$	9.700		$	14.950		$	11.690





Income (Loss) From Operations

Net investment loss⁽¹⁾	$	(0.209	)	$	(0.194	)	$	(0.123	)⁽²⁾	$	(0.216	)	$	(0.205	)
Net realized and unrealized gain (loss)		0.739			2.764			1.123			(5.034	)		3.465


Total income (loss) from operations	$	0.530		$	2.570		$	1.000		$	(5.250	)	$	3.260



Net asset value — End of year	$	13.800		$	13.270		$	10.700		$	9.700		$	14.950



Total Return⁽³⁾		3.99	%		24.02	%		10.31	%		(35.12	)%		27.89	%





Ratios/Supplemental Data

Net assets, end of year (000’s omitted)	$	2,660		$	3,899		$	5,805		$	12,352		$	36,554
Ratios (as a percentage of average daily net assets):
Expenses⁽⁴⁾⁽⁵⁾		1.98	%		2.03	%		2.20	%		2.02	%		2.09	%
Net investment loss		(1.41	)%		(1.59	)%		(1.37	)%⁽²⁾		(1.55	)%		(1.56	)%
Portfolio Turnover of the Portfolio		89	%		114	%		95	%		93	%		78	%


⁽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%.

See Notes to Financial Statements.

Eaton Vance

Tax-Managed Small-Cap Fund

October 31, 2011

Financial Highlights — continued


	Class C

	Year Ended October 31,

	2011			2010			2009			2008			2007

Net asset value — Beginning of year	$	13.220		$	10.660		$	9.660		$	14.900		$	11.650





Income (Loss) From Operations

Net investment loss⁽¹⁾	$	(0.209	)	$	(0.194	)	$	(0.132	)⁽²⁾	$	(0.215	)	$	(0.206	)
Net realized and unrealized gain (loss)		0.739			2.754			1.132			(5.025	)		3.456


Total income (loss) from operations	$	0.530		$	2.560		$	1.000		$	(5.240	)	$	3.250



Net asset value — End of year	$	13.750		$	13.220		$	10.660		$	9.660		$	14.900



Total Return⁽³⁾		4.01	%		24.02	%		10.35	%		(35.17	)%		27.90	%





Ratios/Supplemental Data

Net assets, end of year (000’s omitted)	$	22,593		$	26,016		$	22,931		$	23,037		$	31,471
Ratios (as a percentage of average daily net assets):
Expenses⁽⁴⁾⁽⁵⁾		1.98	%		2.03	%		2.19	%		2.02	%		2.09	%
Net investment loss		(1.42	)%		(1.59	)%		(1.44	)%⁽²⁾		(1.55	)%		(1.57	)%
Portfolio Turnover of the Portfolio		89	%		114	%		95	%		93	%		78	%


⁽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%.

See Notes to Financial Statements.

Eaton Vance

Tax-Managed Small-Cap Fund

October 31, 2011

Financial Highlights — continued


	Class I

	Year Ended October 31,
							Period Ended
	2011			2010			October 31, 2009⁽¹⁾

Net asset value — Beginning of period	$	14.680		$	11.710		$	12.180





Income (Loss) From Operations

Net investment loss⁽²⁾	$	(0.068	)	$	(0.081	)	$	(0.008	)
Net realized and unrealized gain (loss)		0.808			3.051			(0.462	)


Total income (loss) from operations	$	0.740		$	2.970		$	(0.470	)



Net asset value — End of period	$	15.420		$	14.680		$	11.710



Total Return⁽³⁾		5.04	%		25.36	%		(3.86	)%⁽⁴⁾





Ratios/Supplemental Data

Net assets, end of period (000’s omitted)	$	11,692		$	7,971		$	1,923
Ratios (as a percentage of average daily net assets):
Expenses⁽⁵⁾⁽⁶⁾		0.98	%		1.03	%		1.19	%⁽⁷⁾
Net investment loss		(0.41	)%		(0.59	)%		(0.79	)%⁽⁷⁾
Portfolio Turnover of the Portfolio		89	%		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

October 31, 2011

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. Beginning on January 1, 2012, Class B shares are only available for purchase upon exchange from another Eaton Vance fund or through reinvestment of distributions. 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 (75.0% at October 31, 2011). 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, 2011, the Fund, for federal income tax purposes, had a capital loss carryforward of $28,744,620 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. In addition, such capital loss carryforward cannot be utilized prior to the utilization of new capital losses, if any, created after October 31, 2011.

During the year ended October 31, 2011, a capital loss carryforward of $5,225,321 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 Trust shareholders and the By-laws provide that the Trust shall assume the defense on behalf of any Trust 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.

Eaton Vance

Tax-Managed Small-Cap Fund

October 31, 2011

Notes to Financial Statements — continued

2 Distributions to Shareholders

During the year ended October 31, 2011, accumulated net realized loss was decreased by $2,377, accumulated net investment loss was decreased by $1,194,720 and paid-in capital was decreased by $1,197,097 due to differences between book and tax accounting, primarily for net operating losses, distributions from real estate investment trusts (REITs) 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, 2011, the components of distributable earnings (accumulated losses) and unrealized appreciation (depreciation) on a tax basis were as follows:





Capital loss carryforward	$	(28,744,620	)
Net unrealized appreciation	$	8,828,173

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, 2011, EVM earned $12,576 in sub-transfer agent fees. The Fund was informed that Eaton Vance Distributors, Inc. (EVD), an affiliate of EVM and the Fund’s principal underwriter, received $3,085 as its portion of the sales charge on sales of Class A shares for the year ended October 31, 2011. 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 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. Pursuant to the Class B and Class C Plans, the Fund pays 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, 2011, the Fund paid or accrued to EVD $28,289 and $202,376 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, 2011, the amounts of Uncovered Distribution Charges of EVD calculated under the Class B and Class C Plans were approximately $7,500,000 and $12,452,000, respectively.

Eaton Vance

Tax-Managed Small-Cap Fund

October 31, 2011

Notes to Financial Statements — continued

Pursuant to the Class B and Class C Plans, the Fund also makes 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 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, 2011 amounted to $9,429 and $67,459 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 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, 2011, the Fund was informed that EVD received approximately $400, $5,000 and $2,000 of CDSCs paid by Class A, Class B and Class C shareholders, respectively.

6 Investment Transactions

For the year ended October 31, 2011, increases and decreases in the Fund’s investment in the Portfolio aggregated $8,105,350 and $27,470,839, respectively.

7 Shares of Beneficial Interest


	Year Ended October 31,

Class A	2011			2010


Sales		492,436			951,220
Redemptions		(1,548,234	)		(1,763,292	)
Exchange from Class B shares		77,946			181,913



Net decrease		(977,852	)		(630,159	)





	Year Ended October 31,

Class B	2011			2010


Sales		35,954			26,893
Redemptions		(50,667	)		(75,952	)
Exchange to Class A shares		(86,311	)		(199,788	)



Net decrease		(101,024	)		(248,847	)

Eaton Vance

Tax-Managed Small-Cap Fund

October 31, 2011

Notes to Financial Statements — continued


	Year Ended October 31,

Class C	2011			2010


Sales		141,036			294,946
Redemptions		(465,707	)		(478,544	)



Net decrease		(324,671	)		(183,598	)





	Year Ended October 31,

Class I	2011			2010


Sales		608,329			577,562
Redemptions		(393,252	)		(198,787	)



Net increase		215,077			378,775

Eaton Vance

Tax-Managed Small-Cap Fund

October 31, 2011

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, 2011, 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, such 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, 2011, 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 19, 2011

Eaton Vance

Tax-Managed Small-Cap Fund

October 31, 2011

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

October 31, 2011

Portfolio of Investments


Common Stocks — 94.7%

Security	Shares		Value



Aerospace & Defense — 1.9%

Aerovironment, Inc.⁽¹⁾		96,960	$	3,202,589


			$	3,202,589




Building Products — 1.8%

Armstrong World Industries, Inc.		37,180	$	1,583,496
Trex Co., Inc.⁽¹⁾		75,060		1,387,109


			$	2,970,605




Capital Markets — 3.4%

Lazard, Ltd., Class A		102,980	$	2,815,473
Walter Investment Management Corp.		108,380		2,748,517


			$	5,563,990




Chemicals — 1.6%

LSB Industries, Inc.⁽¹⁾		73,460	$	2,602,688


			$	2,602,688




Commercial Banks — 0.6%

Texas Capital Bancshares, Inc.⁽¹⁾		35,350	$	989,800


			$	989,800




Commercial Services & Supplies — 2.2%

Team, Inc.⁽¹⁾		143,894	$	3,598,789


			$	3,598,789




Communications Equipment — 1.5%

Sycamore Networks, Inc.		132,980	$	2,555,876


			$	2,555,876




Computers & Peripherals — 1.8%

Quantum Corp.⁽¹⁾		1,164,710	$	3,039,893


			$	3,039,893




Construction & Engineering — 1.6%

MYR Group, Inc.⁽¹⁾		136,890	$	2,640,608


			$	2,640,608




Distributors — 2.3%

LKQ Corp.⁽¹⁾		129,530	$	3,779,685


			$	3,779,685




Diversified Consumer Services — 1.0%

American Public Education, Inc.⁽¹⁾		44,910	$	1,608,227


			$	1,608,227




Electronic Equipment, Instruments & Components — 3.5%

Elster Group SE ADR⁽¹⁾		159,650	$	2,377,189
FEI Co.⁽¹⁾		12,950		514,892
National Instruments Corp.		107,185		2,862,911


			$	5,754,992




Energy Equipment & Services — 4.6%

Dresser-Rand Group, Inc.⁽¹⁾		61,890	$	2,995,476
Superior Energy Services, Inc.⁽¹⁾		71,060		1,998,207
Tidewater, Inc.		55,100		2,712,573


			$	7,706,256




Food Products — 3.2%

Corn Products International, Inc.		60,660	$	2,942,010
Mead Johnson Nutrition Co.		31,930		2,294,170


			$	5,236,180




Gas Utilities — 2.0%

New Jersey Resources Corp.		69,140	$	3,250,963


			$	3,250,963




Health Care Equipment & Supplies — 5.1%

Analogic Corp.		56,640	$	3,063,091
Orthofix International NV⁽¹⁾		77,590		2,724,185
West Pharmaceutical Services, Inc.		69,550		2,703,408


			$	8,490,684




Health Care Providers & Services — 5.1%

Catalyst Health Solutions, Inc.⁽¹⁾		55,044	$	3,025,768
MEDNAX, Inc.⁽¹⁾		45,430		2,989,294
Team Health Holdings, Inc.⁽¹⁾		123,090		2,501,189


			$	8,516,251




Household Products — 2.2%

Church & Dwight Co., Inc.		84,640	$	3,739,395


			$	3,739,395

See Notes to Financial Statements.

Tax-Managed Small-Cap Portfolio

October 31, 2011

Portfolio of Investments — continued


Security	Shares		Value


Insurance — 4.1%

Allied World Assurance Co. Holdings, Ltd.		52,890	$	3,072,909
Hanover Insurance Group, Inc. (The)		70,010		2,671,582
HCC Insurance Holdings, Inc.		42,340		1,126,667


			$	6,871,158




IT Services — 1.0%

Euronet Worldwide, Inc.⁽¹⁾		83,860	$	1,624,368


			$	1,624,368




Life Sciences Tools & Services — 1.7%

Bruker Corp.⁽¹⁾		191,760	$	2,767,097


			$	2,767,097




Machinery — 7.3%

Astec Industries, Inc.⁽¹⁾		82,536	$	2,744,322
RBC Bearings, Inc.⁽¹⁾		85,666		3,469,473
Tennant Co.		84,930		3,285,942
Valmont Industries, Inc.		30,520		2,617,090


			$	12,116,827




Marine — 1.9%

Kirby Corp.⁽¹⁾		51,580	$	3,174,233


			$	3,174,233




Media — 1.8%

John Wiley & Sons, Inc., Class A		62,550	$	2,974,878


			$	2,974,878




Metals & Mining — 1.5%

Compass Minerals International, Inc.		32,380	$	2,463,147


			$	2,463,147




Multiline Retail — 3.5%

Big Lots, Inc.⁽¹⁾		76,240	$	2,873,486
Fred’s, Inc.		240,270		2,928,891


			$	5,802,377




Oil, Gas & Consumable Fuels — 7.7%

Brigham Exploration Co.⁽¹⁾		107,550	$	3,916,433
Cabot Oil & Gas Corp.		67,300		5,230,556
Kodiak Oil & Gas Corp.⁽¹⁾		127,860		883,513
Rosetta Resources, Inc.⁽¹⁾		28,940		1,283,200
SM Energy Co.		17,950		1,488,234


			$	12,801,936




Professional Services — 2.7%

FTI Consulting, Inc.⁽¹⁾		60,920	$	2,400,857
Kelly Services, Inc., Class A		127,547		2,085,394


			$	4,486,251




Real Estate Investment Trusts (REITs) — 2.9%

American Campus Communities, Inc.		59,540	$	2,317,892
PS Business Parks, Inc.		48,311		2,571,595


			$	4,889,487




Real Estate Management & Development — 1.7%

Forestar Real Estate Group, Inc.⁽¹⁾		213,381	$	2,773,953


			$	2,773,953




Semiconductors & Semiconductor Equipment — 4.6%

Cirrus Logic, Inc.⁽¹⁾		194,690	$	3,239,641
Cypress Semiconductor Corp.⁽¹⁾		161,490		3,086,074
Integrated Device Technology, Inc.⁽¹⁾		220,800		1,342,464


			$	7,668,179




Software — 3.7%

Mentor Graphics Corp.⁽¹⁾		266,980	$	3,032,893
Parametric Technology Corp.⁽¹⁾		147,930		3,081,382


			$	6,114,275




Specialty Retail — 3.2%

GNC Holdings, Inc., Class A⁽¹⁾		103,460	$	2,560,635
Monro Muffler Brake, Inc.		72,240		2,679,382


			$	5,240,017



Total Common Stocks
(identified cost $141,488,784)			$	157,015,654

See Notes to Financial Statements.

Tax-Managed Small-Cap Portfolio

October 31, 2011

Portfolio of Investments — continued


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 — 6.1%

	Interest
Description	(000’s omitted)		Value


Eaton Vance Cash Reserves Fund, LLC, 0.12%⁽⁴⁾	$	10,185	$	10,185,102



Total Short-Term Investments
(identified cost $10,185,102)			$	10,185,102



Total Investments — 100.8%
(identified cost $152,153,886)			$	167,200,756



Other Assets, Less Liabilities — (0.8)%			$	(1,406,234	)



Net Assets — 100.0%			$	165,794,522

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 (see Note 5).

⁽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, 2011.

See Notes to Financial Statements.

Tax-Managed Small-Cap Portfolio

October 31, 2011

Statement of Assets and Liabilities


Assets	October 31, 2011

Unaffiliated investments, at value (identified cost, $141,968,784)	$	157,015,654
Affiliated investment, at value (identified cost, $10,185,102)		10,185,102
Dividends receivable		33,360
Interest receivable from affiliated investment		903
Receivable for investments sold		1,678,040


Total assets	$	168,913,059





Liabilities

Payable for investments purchased	$	2,967,011
Payable to affiliates:
Investment adviser fee		82,560
Trustees’ fees		578
Accrued expenses		68,388


Total liabilities	$	3,118,537


Net Assets applicable to investors’ interest in Portfolio	$	165,794,522





Sources of Net Assets

Net proceeds from capital contributions and withdrawals	$	150,747,652
Net unrealized appreciation		15,046,870


Total	$	165,794,522

See Notes to Financial Statements.

Tax-Managed Small-Cap Portfolio

October 31, 2011

Statement of Operations


	Year Ended
Investment Income	October 31, 2011

Dividends (net of foreign taxes, $8,208)	$	1,029,912
Interest allocated from affiliated investment		11,021
Expenses allocated from affiliated investment		(1,234	)


Total investment income	$	1,039,699





Expenses

Investment adviser fee	$	1,156,965
Trustees’ fees and expenses		6,870
Custodian fee		99,203
Legal and accounting services		54,340
Miscellaneous		5,748


Total expenses	$	1,323,126


Deduct —
Reduction of custodian fee	$	19


Total expense reductions	$	19



Net expenses	$	1,323,107



Net investment loss	$	(283,408	)





Realized and Unrealized Gain (Loss)

Net realized gain (loss) —
Investment transactions	$	6,151,927
Investment transactions allocated from affiliated investment		477
Foreign currency transactions		45


Net realized gain	$	6,152,449


Change in unrealized appreciation (depreciation) —
Investments	$	3,148,059
Foreign currency		(71	)


Net change in unrealized appreciation (depreciation)	$	3,147,988



Net realized and unrealized gain	$	9,300,437



Net increase in net assets from operations	$	9,017,029

See Notes to Financial Statements.

Tax-Managed Small-Cap Portfolio

October 31, 2011

Statements of Changes in Net Assets


	Year Ended October 31,

Increase (Decrease) in Net Assets	2011			2010

From operations —
Net investment loss	$	(283,408	)	$	(506,883	)
Net realized gain from investment and foreign currency transactions		6,152,449			49,312,808
Net change in unrealized appreciation (depreciation) from investments and foreign currency		3,147,988			(9,587,650	)


Net increase in net assets from operations	$	9,017,029		$	39,218,275


Capital transactions —
Contributions	$	26,265,991		$	10,921,561
Withdrawals		(41,453,573	)		(41,231,053	)


Net decrease in net assets from capital transactions	$	(15,187,582	)	$	(30,309,492	)



Net increase (decrease) in net assets	$	(6,170,553	)	$	8,908,783





Net Assets

At beginning of year	$	171,965,075		$	163,056,292


At end of year	$	165,794,522		$	171,965,075

See Notes to Financial Statements.

Tax-Managed Small-Cap Portfolio

October 31, 2011

Supplementary Data


	Year Ended October 31,

Ratios/Supplemental Data	2011			2010			2009			2008			2007

Ratios (as a percentage of average daily net assets):
Expenses⁽¹⁾		0.72	%		0.74	%		0.75	%		0.74	%		0.74	%
Net investment loss		(0.15	)%		(0.30	)%		(0.00	)%⁽²⁾⁽³⁾		(0.27	)%		(0.22	)%
Portfolio Turnover		89	%		114	%		95	%		93	%		78	%


Total Return		5.31	%		25.69	%		11.86	%		(34.33	)%		29.67	%



Net assets, end of year (000’s omitted)	$	165,795		$	171,965		$	163,056		$	157,143		$	188,039


⁽¹⁾		Excludes the effect of custody fee credits, if any, of less than 0.005%.
⁽²⁾		Amount is less than (0.005)%.
⁽³⁾		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

October 31, 2011

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, 2011, Eaton Vance Tax-Managed Small-Cap Fund and Eaton Vance Tax-Managed Equity Asset Allocation Fund held an interest of 75.0% and 25.0%, 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 obligations 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 Portfolio’s 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 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 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

October 31, 2011

Notes to Financial Statements — continued

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 $158,581,142 and $177,300,683, respectively, for the year ended October 31, 2011.

4 Federal Income Tax Basis of Investments

The cost and unrealized appreciation (depreciation) of investments of the Portfolio at October 31, 2011, as determined on a federal income tax basis, were as follows:


Aggregate cost	$	152,221,190



Gross unrealized appreciation	$	21,490,008
Gross unrealized depreciation		(6,510,442	)



Net unrealized appreciation	$	14,979,566

Tax-Managed Small-Cap Portfolio

October 31, 2011

Notes to Financial Statements — continued

5 Restricted Securities

At October 31, 2011, the Portfolio owned the following security (representing 0.0% of net assets) which was 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 this security. The value of this security is determined based on valuations provided by brokers when available, or if not available, it is 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


Special Warrants
Western Exploration and Development, Ltd.		12/21/98		600,000	$	480,000	$	0



Total Special Warrants					$	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)

At October 31, 2011, the hierarchy of inputs used in valuing the Portfolio’s investments, which are carried at value, were as follows:


Asset Description	Level 1		Level 2		Level 3		Total


Common Stocks	$	157,015,654	$	—	$	—	$	157,015,654
Special Warrants		—		—		0		0
Short-Term Investments		—		10,185,102		—		10,185,102



Total Investments	$	157,015,654	$	10,185,102	$	0	$	167,200,756

The level classification by major category of investments is the same as the category presentation in the Portfolio of Investments.

Tax-Managed Small-Cap Portfolio

October 31, 2011

Notes to Financial Statements — continued

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


	Investments in
	Private			Investments in
	Placements			Special Warrants		Total


Balance as of October 31, 2010	$	0		$	0	$	0
Realized gains (losses)		(80,000	)		—		(80,000	)
Change in net unrealized appreciation (depreciation)*		80,000			—		80,000
Cost of purchases		—			—		—
Proceeds from sales		—			—		—
Accrued discount (premium)		—			—		—
Transfers to Level 3		—			—		—
Transfers from Level 3		—			—		—
Balance as of October 31, 2011	$	—		$	0	$	0



Change in net unrealized appreciation (depreciation) on investments still held as of October 31, 2011*	$	—		$	—	$	—


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

At October 31, 2011, the value of investments transferred between Level 1 and Level 2, if any, during the year then ended was not significant.

Tax-Managed Small-Cap Portfolio

October 31, 2011

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, 2011, 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, 2011, 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, such 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, 2011, 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 19, 2011

Eaton Vance

Tax-Managed Small-Cap Fund

October 31, 2011

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 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. Each Trustee oversees 179 portfolios in the Eaton Vance Complex (including all master and feeder funds in a master feeder structure). Each officer serves as an officer of certain other Eaton Vance funds. Each Trustee and officer serves until his or her successor is elected.


	Position(s)
	with the
	Trust and	Length of	Principal Occupation(s) and Directorships
Name and Year of Birth	the Portfolio	Service	During Past Five Years and Other Relevant Experience



Interested Trustee

Thomas E. Faust Jr. 1958	Trustee	Since 2007	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 179 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 and Portfolio. Directorships in the Last Five Years.⁽¹⁾ Director of EVC.

Noninterested Trustees

Scott E. Eston 1956	Trustee	Since 2011	Private investor. Formerly held various positions at Grantham, Mayo, Van Otterloo and Co., L.L.C. (investment management firm) (1997-2009), including Chief Operating Officer (2002-2009), Chief Financial Officer (1997-2009) and Chairman of the Executive Committee (2002-2008); President and Principal Executive Officer, GMO Trust (open-end registered investment company) (2006-2009). Former Partner, Coopers and Lybrand L.L.P. (now PricewaterhouseCoopers) (public accounting firm) (1987-1997). Directorships in the Last Five Years. None.

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. Directorships in the Last Five Years.⁽¹⁾ None.

Allen R. Freedman 1940	Trustee	Since 2007	Private Investor. 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). Former Chairman and a Director of Indus International, Inc. (provider of enterprise management software to the power generating industry) (2005-2007). Former Chief Executive Officer of Assurant, Inc. (insurance provider) (1979-2000). Directorships in the Last Five Years.⁽¹⁾ Director of Stonemor Partners, L.P. (owner and operator of cemeteries). Formerly, Director of Assurant, Inc. (insurance provider) (1979-2011).

William H. Park 1947	Trustee	Since 2003	Consultant and private investor. Formerly, Chief Financial Officer, Aveon Group L.P. (investment management firm) (2010-2011). 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 (investment management firm) (1982-2001). Formerly, Senior Manager, Price Waterhouse (now PricewaterhouseCoopers) (an independent registered public accounting firm) (1972-1981). Directorships in the Last Five Years.⁽¹⁾ None.

Eaton Vance

Tax-Managed Small-Cap Fund

October 31, 2011

Management and Organization — continued


	Position(s)
	with the
	Trust and	Length of	Principal Occupation(s) and Directorships
Name and Year of Birth	the Portfolio	Service	During Past Five Years and Other Relevant Experience


Noninterested Trustees (continued)

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). Directorships in the Last Five Years.⁽¹⁾ None.

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). Directorships in the Last Five Years.⁽¹⁾ Formerly, Director of BJ’s Wholesale Club, Inc. (wholesale club retailer) (2004-2011). 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. Directorships in the Last Five Years.⁽¹⁾ None.

Harriett Tee Taggart 1948	Trustee	Since 2011	Managing Director, Taggart Associates (a professional practice firm). Formerly, Partner and Senior Vice President, Wellington Management Company, LLP (investment management firm) (1983-2006). Directorships in the Last Five Years. Director of Albemarle Corporation (chemicals manufacturer) (since 2007) and The Hanover Group (specialty property and casualty insurance company) (since 2009). Formerly, Director of Lubrizol Corporation (specialty chemicals) (2007-2011).

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). Directorships in the Last Five Years.⁽¹⁾ None.

Principal Officers who are not Trustees
	Position(s)
	with the
	Trust and	Length of	Principal Occupation(s)
Name and Year of Birth	the Portfolio	Service	During Past Five Years


Duncan W. Richardson 1957	President of the Trust and Vice President of the Portfolio	Since 2011⁽²⁾	Director of EVC and Executive Vice President and Chief Equity Investment Officer of EVC, EVM and BMR.

Nancy B. Tooke 1946	President of the Portfolio	Since 2011⁽³⁾	Vice President of EVM and BMR.

Payson F. Swaffield 1956	Vice President of the Trust	Since 2011	Chief Income Investment Officer of EVC. Vice President of EVM and BMR.

Barbara E. Campbell 1957	Treasurer	Of the Trust since 2005 and of the Portfolio since 2008	Vice President of EVM and BMR.

Eaton Vance

Tax-Managed Small-Cap Fund

October 31, 2011

Management and Organization — continued


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


Principal Officers who are not Trustees (continued)

Maureen A. Gemma 1960	Vice President, Secretary and Chief Legal Officer	Vice President since 2011, Secretary since 2007 and Chief Legal Officer since 2008	Vice President of EVM and BMR.

Paul M. O’Neil 1953	Chief Compliance Officer	Since 2004	Vice President of EVM and BMR.


⁽¹⁾		During their respective tenures, the Trustees (except Mr. Eston and Ms. Taggart) 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 Trust (launched in 1998 and terminated in 2009).
⁽²⁾		Prior to 2011, Mr. Richardson was Vice President of the Trust since 2001 and President of the Portfolio since 2002.
⁽³⁾		Prior to 2011, Ms. Tooke was Vice President of the Portfolio since 2006.

Eaton Vance

Tax-Managed Small-Cap Fund

October 31, 2011

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.

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 Investment Servicing (US) Inc.

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

Fund Offices
Two International Place

Boston, MA 02110


130-12/11	MGSRC


Eaton Vance Tax-Managed Small-Cap Value Fund Annual Report October 31, 2011

Annual Report October 31, 2011

Eaton Vance

Tax-Managed Small-Cap Value Fund

Table of Contents


Management’s Discussion of Fund Performance			2

Performance			3

Fund Profile			4

Endnotes and Additional Disclosures			5
Fund Expenses			6
Financial Statements			7
Report of Independent Registered Public Accounting Firm			18 and 29
Federal Tax Information			19
Management and Organization			30
Important Notices			33

Eaton Vance

Tax-Managed Small-Cap Value Fund

October 31, 2011

Management’s Discussion of Fund Performance¹

Economic and Market Conditions

From July through September, U.S. stocks registered broad-based and steep declines when the eurozone’s distress worsened and global economic activity further decelerated. Investor confidence also was eroded by the inability of policymakers to grapple with sovereign debt issues—from the eurozone’s indecision on Greece to the U.S. lawmakers’ handling of the debt ceiling debate and Standard & Poor’s resulting decision to downgrade the country’s long-term credit rating. Furthermore, fresh economic data raised the odds of a U.S. recession. In the final month of the period, U.S. stocks rallied strongly, with most indexes producing some of the biggest monthly point gains in decades. Investors were encouraged by Europe’s plan to combat Greece’s debt problems, expand a bailout fund and recapitalize the region’s banks. Additionally, fresh economic data indicated that the U.S. economy may not be poised to move back into recession.

Fund Performance

For the fiscal year ending October 31, 2011, Eaton Vance Tax-Managed Small-Cap Value Fund’s Class A shares at net asset value (NAV) had a total return of 8.94%. By comparison, the Fund’s benchmark, the Russell 2000 Value Index (the Index), gained 3.54% during the period.

Both stock selection and sector allocation contributed to the Fund’s outperformance relative to the Index. On a sector basis, holdings in consumer discretionary, information technology, industrials, consumer staples, energy and utilities contributed to relative results.

Stock selection in consumer discretionary, especially in textiles, apparel & luxury goods and in specialty retail, was positive for performance. Overweighting consumer discretionary contributed modestly as well. Positioning in information technology (IT) also bolstered performance, mainly through stock selection in IT services and communications equipment. Elsewhere in the sector, avoiding the poor-performing Internet software & services industry and underweighting semiconductors & semiconductor equipment also contributed to the Fund’s perfomance.

In the industrials sector, stock selection in the machinery, road & rail, commercial services & supplies and professional services industries benefited performance. Overweighting the sector as a whole, however, detracted relative to the Index. In consumer staples, an overweighting in food products stocks and favorable performance of the Fund’s holdings in that industry contributed to results. Stock selection in energy, particularly in oil, gas and consumable fuels companies, also helped Fund performance, as did overweighting the energy equipment and services industry. In the utilities sector, an overweight in electric utilities, which did well during the period, was the key driver of outperformance.

In contrast, results relative to the Index were hurt by stock selection in health care and financials. Within financials, selection among insurance companies was a major detractor; an overweighting in the industry hindered performance as well. Overweighting thrifts & mortgage finance stocks, which suffered during the period, also detracted. In the health care sector, stock selection in the health care equipment & supplies and health care providers & services industries detracted from performance relative to the Index.

See Endnotes and Additional Disclosures in this report.

Eaton Vance

Tax-Managed Small-Cap Value Fund

October 31, 2011

Performance^2,3

Portfolio Managers J. Bradley Ohlmuller, CFA; Gregory R. Greene, CFA; Robert J. Milmore, CFA, each of Fox Asset Management LLC


									Since
% Average Annual Total Returns	Inception Date		1 Year			5 Years			Inception
Class A at NAV		3/4/2002		8.94	%		3.65	%		7.14	%
Class A at 5.75% Maximum Sales Charge		—		2.65			2.43			6.49
Class B at NAV		3/4/2002		8.14			2.88			6.36
Class B at 5% Maximum Sales Charge		—		3.14			2.55			6.36
Class C at NAV		3/4/2002		8.14			2.87			6.37
Class C at 1% Maximum Sales Charge		—		7.14			2.87			6.37
Class I at NAV		10/1/2009		9.20			—			11.81
Russell 2000 Value Index		3/4/2002		3.54	%		–1.42	%		5.93	%


									Since
% After-Tax Returns with Maximum Sales Charge	Inception Date		1 Year			5 Years			Inception
Class A After Taxes on Distributions		3/4/2002		1.95	%		1.77	%		6.05	%
Class A After Taxes on Distributions and Sale of Fund Shares		—		2.68			2.04			5.67
Class B After Taxes on Distributions		3/4/2002		2.34			1.85			5.90
Class B After Taxes on Distributions and Sale of Fund Shares		—		3.13			2.16			5.56
Class C After Taxes on Distributions		3/4/2002		6.34			2.19			5.91
Class C After Taxes on Distributions and Sale of Fund Shares		—		5.73			2.44			5.57
Class I After Taxes on Distributions		10/1/2009		8.45			—			11.44
Class I After Taxes on Distributions and Sale of Fund Shares		—		6.99			—			10.13


Total Annual Operating Expense Ratios⁴	Class A			Class B			Class C			Class I
Gross		2.02	%		2.77	%		2.77	%		1.77	%
Net		1.45			2.20			2.20			1.20

Growth of $10,000

This graph shows the change in value of a hypothetical investment of $10,000 in Class A of the Fund for the period indicated. For comparison, the same investment is shown in the indicated index.

With Maximum

Period Beginning

At NAV

Sales Charge

Class B

3/4/02

$18,152

N.A.

Class C

3/4/02

$18,160

N.A.

Class I

10/1/09

$12,621

N.A.

See Endnotes and Additional Disclosures in this report.

Eaton Vance

Tax-Managed Small-Cap Value Fund

October 31, 2011

Fund Profile⁵

Sector Allocation (% of net assets)⁶


Top 10 Holdings (% of net assets)⁶
Old Dominion Freight Line, Inc.	4.1	%
Cleco Corp.	3.6
Genesee & Wyoming, Inc., Class A	3.4
Bristow Group, Inc.	3.2
Prosperity Bancshares, Inc.	3.0
Barnes Group, Inc.	3.0
NETGEAR, Inc.	2.8
Owens & Minor, Inc.	2.8
AptarGroup, Inc.	2.8
Towers Watson & Co., Class A	2.8

Total	31.5	%

See Endnotes and Additional Disclosures in this report.

Eaton Vance

Tax-Managed Small-Cap Value Fund

October 31, 2011

Endnotes and Additional Disclosures


¹	The views expressed in this report are those of portfolio manager(s) and are current only through the date stated at the top of this page. These views are subject to change at any time based upon market or other conditions, and Eaton Vance and the Fund(s) disclaim any responsibility to update such views. These views may not be relied upon as investment advice and, because investment decisions are based on many factors, may not be relied upon as an indication of trading intent on behalf of any Eaton Vance fund. This commentary may contain statements that are not historical facts, referred to as forward looking statements. The Fund’s actual future results may differ significantly from those stated in any forward looking statement, depending on factors such as changes in securities or financial markets or general economic conditions, the volume of sales and purchases of Fund shares, the continuation of investment advisory, administrative and service contracts, and other risks discussed from time to time in the Fund’s filings with the Securities and Exchange Commission.

²	S&P 500 Index is an unmanaged index of large-cap stocks commonly used as a measure of U.S. stock market performance. Dow Jones Industrial Average is a price-weighted average of 30 blue-chip stocks that are generally the leaders in their industry. NASDAQ Composite Index is a market capitalization-weighted index of all domestic and international securities listed on NASDAQ. Russell 2000 Value Index is an unmanaged index of U.S. small-cap value stocks. Index returns do not reflect the effect of any applicable sales charges, commissions, expenses, taxes or leverage, as applicable. It is not possible to invest directly in an index.

³	Total Returns at NAV do not include applicable sales charges. If sales charges were deducted, the returns would be lower. Total Returns shown with maximum sales charge reflect the stated maximum sales charge. Unless otherwise stated, performance does not reflect the deduction of taxes on Fund distributions or redemptions of Fund shares. After-tax returns are calculated using certain assumptions, including using the highest historical individual federal income tax rates and do not reflect the impact of state/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 shares held by nontaxable entities. Return After Taxes on Distributions may be the same as Return Before Taxes for the same period because no taxable distributions were made during that period. Return After Taxes on Distributions and Sale of Fund Shares may be greater than or equal to Return After Taxes on Distributions for the same period because of losses realized on the sale of Fund shares.

⁴	Source: Fund prospectus. Net expense ratio reflects a contractual expense reimbursement that continues through 2/28/13. Without the reimbursement, performance would have been lower.

⁵	Fund invests in an affiliated investment company (Portfolio) with the same objective(s) and policies as the Fund. References to investments are to the Portfolio’s holdings.

⁶	Excludes cash and cash equivalents.

	Fund profile subject to change due to active management.

Eaton Vance

Tax-Managed Small-Cap Value Fund

October 31, 2011

Fund Expenses


	Beginning		Ending		Expenses Paid			Annualized
	Account Value		Account Value		During Period*			Expense
	(5/1/11)		(10/31/11)		(5/1/11 – 10/31/11)			Ratio


Actual
Class A	$	1,000.00	$	904.50	$	7.30	**		1.52	%
Class B	$	1,000.00	$	901.70	$	10.93	**		2.28	%
Class C	$	1,000.00	$	901.20	$	10.88	**		2.27	%
Class I	$	1,000.00	$	906.00	$	6.10	**		1.27	%





Hypothetical
(5% return per year before expenses)
Class A	$	1,000.00	$	1,017.50	$	7.73	**		1.52	%
Class B	$	1,000.00	$	1,013.70	$	11.57	**		2.28	%
Class C	$	1,000.00	$	1,013.80	$	11.52	**		2.27	%
Class I	$	1,000.00	$	1,018.80	$	6.46	**		1.27	%


*	Expenses are equal to the Fund’s annualized expense ratio for the indicated Class, 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, 2011. 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

October 31, 2011

Statement of Assets and Liabilities


Assets	October 31, 2011

Investment in Tax-Managed Small-Cap Value Portfolio, at value (identified cost, $26,338,373)	$	35,316,521
Receivable for Fund shares sold		1,370,730
Receivable from affiliate		27,588


Total assets	$	36,714,839





Liabilities

Payable for Fund shares redeemed	$	68,546
Payable to affiliates:
Distribution and service fees		12,005
Administration fee		4,091
Trustees’ fees		42
Accrued expenses		38,222


Total liabilities	$	122,906


Net Assets	$	36,591,933





Sources of Net Assets

Paid-in capital	$	26,354,998
Accumulated net realized gain from Portfolio		1,258,787
Net unrealized appreciation from Portfolio		8,978,148


Total	$	36,591,933





Class A Shares

Net Assets	$	24,119,161
Shares Outstanding		1,632,798
Net Asset Value and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	14.77
Maximum Offering Price Per Share
(100 ¸ 94.25 of net asset value per share)	$	15.67





Class B Shares

Net Assets	$	1,767,793
Shares Outstanding		130,224
Net Asset Value and Offering Price Per Share*
(net assets ¸ shares of beneficial interest outstanding)	$	13.58





Class C Shares

Net Assets	$	7,350,589
Shares Outstanding		540,842
Net Asset Value and Offering Price Per Share*
(net assets ¸ shares of beneficial interest outstanding)	$	13.59





Class I Shares

Net Assets	$	3,354,390
Shares Outstanding		225,857
Net Asset Value, Offering Price and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	14.85

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.

See Notes to Financial Statements.

Eaton Vance

Tax-Managed Small-Cap Value Fund

October 31, 2011

Statement of Operations


	Year Ended
Investment Income	October 31, 2011

Dividends allocated from Portfolio (net of foreign taxes, $265)	$	542,786
Interest allocated from Portfolio		120
Expenses allocated from Portfolio		(417,480	)


Total investment income from Portfolio	$	125,426





Expenses

Administration fee	$	56,525
Distribution and service fees
Class A		65,325
Class B		21,007
Class C		78,896
Trustees’ fees and expenses		500
Custodian fee		16,688
Transfer and dividend disbursing agent fees		56,005
Legal and accounting services		16,738
Printing and postage		24,512
Registration fees		70,446
Miscellaneous		13,556


Total expenses	$	420,198


Deduct —
Allocation of expenses to affiliates	$	166,460


Total expense reductions	$	166,460



Net expenses	$	253,738



Net investment loss	$	(128,312	)





Realized and Unrealized Gain (Loss) from Portfolio

Net realized gain (loss) —
Investment transactions	$	1,395,930


Net realized gain	$	1,395,930


Change in unrealized appreciation (depreciation) —
Investments	$	2,048,851


Net change in unrealized appreciation (depreciation)	$	2,048,851



Net realized and unrealized gain	$	3,444,781



Net increase in net assets from operations	$	3,316,469

See Notes to Financial Statements.

Eaton Vance

Tax-Managed Small-Cap Value Fund

October 31, 2011

Statements of Changes in Net Assets


	Year Ended October 31,

Increase (Decrease) in Net Assets	2011			2010

From operations —
Net investment loss	$	(128,312	)	$	(179,856	)
Net realized gain from investment transactions		1,395,930			3,554,056
Net change in unrealized appreciation (depreciation) from investments		2,048,851			2,079,437


Net increase in net assets from operations	$	3,316,469		$	5,453,637


Distributions to shareholders —
From net realized gain
Class A	$	(1,295,895	)	$	—
Class B		(110,140	)		—
Class C		(392,953	)		—
Class I		(74,671	)		—


Total distributions to shareholders	$	(1,873,659	)	$	—


Transactions in shares of beneficial interest —
Proceeds from sale of shares
Class A	$	6,322,372		$	6,808,613
Class B		525,474			583,873
Class C		1,551,167			1,510,053
Class I		2,903,262			669,727
Net asset value of shares issued to shareholders in payment of distributions declared
Class A		1,138,551			—
Class B		87,432			—
Class C		309,152			—
Class I		4,226			—
Cost of shares redeemed
Class A		(10,360,470	)		(7,858,205	)
Class B		(500,694	)		(552,946	)
Class C		(1,978,212	)		(1,602,840	)
Class I		(1,127,669	)		(317,434	)
Net asset value of shares exchanged
Class A		485,346			1,000,311
Class B		(485,346	)		(1,000,311	)


Net decrease in net assets from Fund share transactions	$	(1,125,409	)	$	(759,159	)



Net increase in net assets	$	317,401		$	4,694,478





Net Assets

At beginning of year	$	36,274,532		$	31,580,054


At end of year	$	36,591,933		$	36,274,532

See Notes to Financial Statements.

Eaton Vance

Tax-Managed Small-Cap Value Fund

October 31, 2011

Financial Highlights


	Class A

	Year Ended October 31,

	2011			2010			2009			2008			2007

Net asset value — Beginning of year	$	14.210		$	12.000		$	11.400		$	16.050		$	15.400





Income (Loss) From Operations

Net investment income (loss)⁽¹⁾	$	(0.023	)⁽²⁾	$	(0.043	)	$	0.022		$	(0.003	)	$	(0.058	)
Net realized and unrealized gain (loss)		1.298			2.253			0.578			(3.146	)		1.857


Total income (loss) from operations	$	1.275		$	2.210		$	0.600		$	(3.149	)	$	1.799





Less Distributions

From net realized gain	$	(0.715	)	$	—		$	—		$	(1.501	)	$	(1.149	)


Total distributions	$	(0.715	)	$	—		$	—		$	(1.501	)	$	(1.149	)



Net asset value — End of year	$	14.770		$	14.210		$	12.000		$	11.400		$	16.050



Total Return⁽³⁾		8.94	%		18.42	%		5.36	%		(21.61	)%		12.30	%





Ratios/Supplemental Data

Net assets, end of year (000’s omitted)	$	24,119		$	25,448		$	21,727		$	17,628		$	18,978
Ratios (as a percentage of average daily net assets):
Expenses^(4)(5)(6)		1.59	%		1.65	%		1.65	%		1.65	%		1.69	%
Net investment income (loss)		(0.15	)%⁽²⁾		(0.32	)%		0.21	%		(0.02	)%		(0.37	)%
Portfolio Turnover of the Portfolio		66	%		51	%		66	%		103	%		80	%


⁽¹⁾		Computed using average shares outstanding.
⁽²⁾		Net investment loss per share includes special dividends allocated from the Portfolio which amounted to $0.024 per share. Excluding special dividends, the ratio of net investment loss to average daily net assets would have been (0.31)%.
⁽³⁾		Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.
⁽⁴⁾		Includes the Fund’s share of the Portfolio’s allocated expenses.
⁽⁵⁾		The administrator subsidized certain operating expenses (equal to 0.46%, 0.37%, 0.55%, 0.32% and 0.32% of average daily net assets for the years ended October 31, 2011, 2010, 2009, 2008 and 2007, respectively). A portion of the subsidy was borne by the sub-adviser of the Portfolio. Absent this subsidy, total return would have been lower.
⁽⁶⁾		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

October 31, 2011

Financial Highlights — continued


	Class B

	Year Ended October 31,

	2011			2010			2009			2008			2007

Net asset value — Beginning of year	$	13.210		$	11.240		$	10.750		$	15.330		$	14.870





Income (Loss) From Operations

Net investment loss⁽¹⁾	$	(0.124	)⁽²⁾	$	(0.132	)	$	(0.049	)	$	(0.102	)	$	(0.168	)
Net realized and unrealized gain (loss)		1.209			2.102			0.539			(2.977	)		1.777


Total income (loss) from operations	$	1.085		$	1.970		$	0.490		$	(3.079	)	$	1.609





Less Distributions

From net realized gain	$	(0.715	)	$	—		$	—		$	(1.501	)	$	(1.149	)


Total distributions	$	(0.715	)	$	—		$	—		$	(1.501	)	$	(1.149	)



Net asset value — End of year	$	13.580		$	13.210		$	11.240		$	10.750		$	15.330



Total Return⁽³⁾		8.14	%		17.53	%		4.56	%		(22.15	)%		11.41	%





Ratios/Supplemental Data

Net assets, end of year (000’s omitted)	$	1,768		$	2,071		$	2,638		$	3,538		$	6,412
Ratios (as a percentage of average daily net assets):
Expenses^(4)(5)(6)		2.35	%		2.40	%		2.40	%		2.40	%		2.44	%
Net investment loss		(0.90	)%⁽²⁾		(1.06	)%		(0.51	)%		(0.79	)%		(1.12	)%
Portfolio Turnover of the Portfolio		66	%		51	%		66	%		103	%		80	%


⁽¹⁾		Computed using average shares outstanding.
⁽²⁾		Net investment loss per share includes special dividends allocated from the Portfolio which amounted to $0.022 per share. Excluding special dividends, the ratio of net investment loss to average daily net assets would have been (1.06)%.
⁽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⁾		The administrator subsidized certain operating expenses (equal to 0.46%, 0.37%, 0.55%, 0.32% and 0.32% of average daily net assets for the years ended October 31, 2011, 2010, 2009, 2008 and 2007, respectively). A portion of the subsidy was borne by the sub-adviser of the Portfolio. Absent this subsidy, total return would have been lower.
⁽⁶⁾		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

October 31, 2011

Financial Highlights — continued


	Class C

	Year Ended October 31,

	2011			2010			2009			2008			2007

Net asset value — Beginning of year	$	13.220		$	11.250		$	10.760		$	15.350		$	14.880





Income (Loss) From Operations

Net investment loss⁽¹⁾	$	(0.123	)⁽²⁾	$	(0.133	)	$	(0.053	)	$	(0.100	)	$	(0.169	)
Net realized and unrealized gain (loss)		1.208			2.103			0.543			(2.989	)		1.788


Total income (loss) from operations	$	1.085		$	1.970		$	0.490		$	(3.089	)	$	1.619





Less Distributions

From net realized gain	$	(0.715	)	$	—		$	—		$	(1.501	)	$	(1.149	)


Total distributions	$	(0.715	)	$	—		$	—		$	(1.501	)	$	(1.149	)



Net asset value — End of year	$	13.590		$	13.220		$	11.250		$	10.760		$	15.350



Total Return⁽³⁾		8.14	%		17.51	%		4.55	%		(22.19	)%		11.47	%





Ratios/Supplemental Data

Net assets, end of year (000’s omitted)	$	7,351		$	7,312		$	6,317		$	5,336		$	7,145
Ratios (as a percentage of average daily net assets):
Expenses^(4)(5)(6)		2.34	%		2.40	%		2.40	%		2.40	%		2.44	%
Net investment loss		(0.90	)%⁽²⁾		(1.06	)%		(0.54	)%		(0.78	)%		(1.12	)%
Portfolio Turnover of the Portfolio		66	%		51	%		66	%		103	%		80	%


⁽¹⁾		Computed using average shares outstanding.
⁽²⁾		Net investment loss per share includes special dividends allocated from the Portfolio which amounted to $0.021 per share. Excluding special dividends, the ratio of net investment loss to average daily net assets would have been (1.05)%.
⁽³⁾		Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.
⁽⁴⁾		Includes the Fund’s share of the Portfolio’s allocated expenses.
⁽⁵⁾		The administrator subsidized certain operating expenses (equal to 0.46%, 0.37%, 0.55%, 0.32% and 0.32% of average daily net assets for the years ended October 31, 2011, 2010, 2009, 2008 and 2007, respectively). A portion of the subsidy was borne by the sub-adviser of the Portfolio. Absent this subsidy, total return would have been lower.
⁽⁶⁾		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

October 31, 2011

Financial Highlights — continued


	Class I

	Year Ended October 31,
							Period Ended
	2011			2010			October 31, 2009⁽¹⁾

Net asset value — Beginning of period	$	14.250		$	12.000		$	12.330





Income (Loss) From Operations

Net investment income (loss)⁽²⁾	$	0.008	⁽³⁾	$	(0.011	)	$	(0.001	)
Net realized and unrealized gain (loss)		1.307			2.261			(0.329	)


Total income (loss) from operations	$	1.315		$	2.250		$	(0.330	)





Less Distributions

From net realized gain	$	(0.715	)	$	—		$	—


Total distributions	$	(0.715	)	$	—		$	—



Net asset value — End of period	$	14.850		$	14.250		$	12.000



Total Return⁽⁴⁾		9.20	%		18.75	%		(2.68	)%⁽⁵⁾





Ratios/Supplemental Data

Net assets, end of period (000’s omitted)	$	3,354		$	1,444		$	897
Ratios (as a percentage of average daily net assets):
Expenses^(6)(7)(8)		1.34	%		1.40	%		1.40	%⁽⁹⁾
Net investment income (loss)		0.05	%⁽³⁾		(0.08	)%		(0.07	)%⁽⁹⁾
Portfolio Turnover of the Portfolio		66	%		51	%		66	%^(5)(10)


⁽¹⁾		For the period from the commencement of operations, October 1, 2009, to October 31, 2009.
⁽²⁾		Computed using average shares outstanding.
⁽³⁾		Net investment income per share includes special dividends allocated from the Portfolio which amounted to $0.022 per share. Excluding special dividends, the ratio of net investment income (loss) to average daily net assets would have been (0.09)%.
⁽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⁾		The administrator subsidized certain operating expenses (equal to 0.46%, 0.37% and 0.58% of average daily net assets for the years ended October 31, 2011 and 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.
⁽⁸⁾		Excludes the effect of custody fee credits, if any, of less than 0.005%.
⁽⁹⁾		Annualized.
⁽¹⁰⁾		For the Portfolio’s year ended October 31, 2009.

See Notes to Financial Statements.

Eaton Vance

Tax-Managed Small-Cap Value Fund

October 31, 2011

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. Beginning on January 1, 2012, Class B shares are only available for purchase upon exchange from another Eaton Vance fund or through reinvestment of distributions. 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 (47.9% at October 31, 2011). 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.

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

Eaton Vance

Tax-Managed Small-Cap Value Fund

October 31, 2011

Notes to Financial Statements — continued

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 year ended October 31, 2011 was as follows:


	Year Ended October 31,

	2011		2010


Distributions declared from:
Long-term capital gains	$	1,873,659	$	—

During the year ended October 31, 2011, accumulated net investment loss was decreased by $128,312 and paid-in capital was decreased by $128,312 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, 2011, the components of distributable earnings (accumulated losses) and unrealized appreciation (depreciation) on a tax basis were as follows:




Undistributed long-term capital gains	$	1,343,136
Net unrealized appreciation	$	8,893,799

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, 2011, the administration fee amounted to $56,525. EVM and the sub-adviser of the Portfolio, Fox Asset Management LLC (Fox), have agreed to reimburse the Fund’s expenses to the extent that total annual operating expenses (related to ordinary operating expenses only) exceed 1.45%, 2.20%, 2.20% and 1.20% (1.65%, 2.40%, 2.40% and 1.40% prior to July 1, 2011) 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, 2013. Pursuant to this agreement, EVM and Fox were allocated $41,615 and $124,845, respectively, of the Fund’s operating expenses for the year ended October 31, 2011. 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, 2011, EVM earned $2,559 in sub-transfer agent fees. The Fund was informed that Eaton Vance Distributors, Inc. (EVD), an affiliate of EVM and the Fund’s principal underwriter, received $2,654 as its portion of the sales charge on sales of Class A shares for the year ended October 31, 2011. 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

October 31, 2011

Notes to Financial Statements — continued

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, 2011, the Fund paid or accrued to EVD $15,755 and $59,172 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, 2011, the amounts of Uncovered Distribution Charges of EVD calculated under the Class B and Class C Plans were approximately $68,000 and $632,000, respectively.

Pursuant to the Class B and Class C Plans, the Fund also makes 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 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, 2011 amounted to $5,252 and $19,724 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, 2011, the Fund was informed that EVD received approximately $2,900 and $100 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, 2011, increases and decreases in the Fund’s investment in the Portfolio aggregated $5,731,626 and $10,339,558, respectively.

7 Shares of Beneficial Interest


	Year Ended October 31,

Class A	2011			2010


Sales		423,467			497,403
Issued to shareholders electing to receive payments of distributions in Fund shares		76,515			—
Redemptions		(690,343	)		(591,163	)
Exchange from Class B shares		32,662			73,706



Net decrease		(157,699	)		(20,054	)

Eaton Vance

Tax-Managed Small-Cap Value Fund

October 31, 2011

Notes to Financial Statements — continued


	Year Ended October 31,

Class B	2011			2010


Sales		38,421			45,055
Issued to shareholders electing to receive payments of distributions in Fund shares		6,349			—
Redemptions		(35,965	)		(43,997	)
Exchange to Class A shares		(35,396	)		(79,031	)



Net decrease		(26,591	)		(77,973	)





	Year Ended October 31,

Class C	2011			2010


Sales		111,470			119,839
Issued to shareholders electing to receive payments of distributions in Fund shares		22,435			—
Redemptions		(145,996	)		(128,452	)



Net decrease		(12,091	)		(8,613	)





	Year Ended October 31,

Class I	2011			2010


Sales		203,245			50,565
Issued to shareholders electing to receive payments of distributions in Fund shares		283			—
Redemptions		(78,984	)		(23,988	)



Net increase		124,544			26,577

Eaton Vance

Tax-Managed Small-Cap Value Fund

October 31, 2011

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, 2011, 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, 2011, 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 19, 2011

Eaton Vance

Tax-Managed Small-Cap Value Fund

October 31, 2011

Federal Tax Information (Unaudited)

Capital Gains Dividends. The Fund designates $1,873,659 as a capital gain dividend.

Tax-Managed Small-Cap Value Portfolio

October 31, 2011

Portfolio of Investments


Common Stocks — 96.4%

Security	Shares		Value



Building Products — 2.7%

A.O. Smith Corp.		53,050	$	1,971,338


			$	1,971,338




Chemicals — 3.6%

Calgon Carbon Corp.⁽¹⁾		87,800	$	1,400,410
RPM International, Inc.		54,300		1,220,121


			$	2,620,531




Commercial Banks — 10.1%

MB Financial, Inc.		90,000	$	1,491,300
National Penn Bancshares, Inc.		240,700		1,877,460
Prosperity Bancshares, Inc.		57,800		2,224,722
Umpqua Holdings Corp.		160,000		1,832,000


			$	7,425,482




Commercial Services & Supplies — 2.7%

Brink’s Co. (The)		70,600	$	1,961,974


			$	1,961,974




Communications Equipment — 2.8%

NETGEAR, Inc.⁽¹⁾		58,700	$	2,081,502


			$	2,081,502




Construction & Engineering — 1.4%

Chicago Bridge & Iron Co. NV – NY Shares		29,200	$	1,068,136


			$	1,068,136




Containers & Packaging — 2.8%

AptarGroup, Inc.		42,900	$	2,057,913


			$	2,057,913




Electric Utilities — 9.0%

Cleco Corp.		72,300	$	2,665,701
Portland General Electric Co.		82,700		2,029,458
Westar Energy, Inc.		72,300		1,970,898


			$	6,666,057




Energy Equipment & Services — 6.7%

Bristow Group, Inc.		46,900	$	2,334,682
Hornbeck Offshore Services, Inc.⁽¹⁾		47,000		1,543,480
Oil States International, Inc.⁽¹⁾		15,500		1,078,955


			$	4,957,117




Food Products — 4.9%

J & J Snack Foods Corp.		15,500	$	799,335
Lancaster Colony Corp.		29,100		1,935,732
TreeHouse Foods, Inc.⁽¹⁾		14,800		907,832


			$	3,642,899




Health Care Equipment & Supplies — 3.3%

Teleflex, Inc.		18,000	$	1,077,480
West Pharmaceutical Services, Inc.		34,700		1,348,789


			$	2,426,269




Health Care Providers & Services — 5.4%

Magellan Health Services, Inc.⁽¹⁾		37,000	$	1,904,390
Owens & Minor, Inc.		69,050		2,065,976


			$	3,970,366




Insurance — 4.8%

Argo Group International Holdings, Ltd.		42,000	$	1,267,980
Aspen Insurance Holdings, Ltd.		56,200		1,488,738
ProAssurance Corp.		10,000		765,500


			$	3,522,218




IT Services — 2.3%

MAXIMUS, Inc.		41,500	$	1,674,110


			$	1,674,110




Machinery — 6.3%

Barnes Group, Inc.		95,100	$	2,212,977
Crane Co.		30,700		1,354,177
Wabtec Corp.		16,000		1,074,880


			$	4,642,034




Media — 1.1%

Madison Square Garden Co. (The)⁽¹⁾		30,000	$	792,900


			$	792,900

See Notes to Financial Statements.

Tax-Managed Small-Cap Value Portfolio

October 31, 2011

Portfolio of Investments — continued


Security	Shares		Value


Oil, Gas & Consumable Fuels — 2.6%

Gulfport Energy Corp.⁽¹⁾		62,600	$	1,949,364


			$	1,949,364




Professional Services — 2.8%

Towers Watson & Co., Class A		31,000	$	2,036,700


			$	2,036,700




Road & Rail — 7.5%

Genesee & Wyoming, Inc., Class A⁽¹⁾		42,800	$	2,534,188
Old Dominion Freight Line, Inc.⁽¹⁾		81,700		2,987,769


			$	5,521,957




Software — 2.7%

JDA Software Group, Inc.⁽¹⁾		61,500	$	1,960,005


			$	1,960,005




Specialty Retail — 6.9%

Aeropostale, Inc.⁽¹⁾		50,000	$	683,000
Buckle, Inc. (The)		13,900		619,384
Children’s Place Retail Stores, Inc. (The)⁽¹⁾		32,400		1,521,180
Dick’s Sporting Goods, Inc.⁽¹⁾		30,800		1,203,972
Finish Line, Inc., Class A (The)		54,500		1,095,450


			$	5,122,986




Textiles, Apparel & Luxury Goods — 4.0%

Carter’s, Inc.⁽¹⁾		44,300	$	1,687,387
Hanesbrands, Inc.⁽¹⁾		47,700		1,257,849


			$	2,945,236



Total Common Stocks
(identified cost $52,754,544)			$	71,017,094


Short-Term Investments — 3.7%

	Principal
	Amount
Description	(000’s omitted)		Value


State Street Bank and Trust Euro Time Deposit, 0.01%, 11/1/11	$	2,736	$	2,736,445



Total Short-Term Investments
(identified cost $2,736,445)			$	2,736,445



Total Investments — 100.1%
(identified cost $55,490,989)			$	73,753,539



Other Assets, Less Liabilities — (0.1)%			$	(80,510	)



Net Assets — 100.0%			$	73,673,029

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

October 31, 2011

Statement of Assets and Liabilities


Assets	October 31, 2011

Investments, at value (identified cost, $55,490,989)	$	73,753,539
Dividends and interest receivable		14,735


Total assets	$	73,768,274





Liabilities

Payable to affiliates:
Investment adviser fee	$	58,071
Trustees’ fees		262
Accrued expenses		36,912


Total liabilities	$	95,245


Net Assets applicable to investors’ interest in Portfolio	$	73,673,029





Sources of Net Assets

Net proceeds from capital contributions and withdrawals	$	55,410,479
Net unrealized appreciation		18,262,550


Total	$	73,673,029

See Notes to Financial Statements.

Tax-Managed Small-Cap Value Portfolio

October 31, 2011

Statement of Operations


	Year Ended
Investment Income	October 31, 2011

Dividends (net of foreign taxes, $535)	$	1,102,983
Interest		245


Total investment income	$	1,103,228





Expenses

Investment adviser fee	$	765,590
Trustees’ fees and expenses		3,096
Custodian fee		48,160
Legal and accounting services		28,397
Miscellaneous		3,006


Total expenses	$	848,249


Deduct —
Reduction of custodian fee	$	1


Total expense reductions	$	1



Net expenses	$	848,248



Net investment income	$	254,980





Realized and Unrealized Gain (Loss)

Net realized gain (loss) —
Investment transactions	$	2,534,917


Net realized gain	$	2,534,917


Change in unrealized appreciation (depreciation) —
Investments	$	3,896,518


Net change in unrealized appreciation (depreciation)	$	3,896,518



Net realized and unrealized gain	$	6,431,435



Net increase in net assets from operations	$	6,686,415

See Notes to Financial Statements.

Tax-Managed Small-Cap Value Portfolio

October 31, 2011

Statements of Changes in Net Assets


	Year Ended October 31,

Increase (Decrease) in Net Assets	2011			2010

From operations —
Net investment income	$	254,980		$	148,700
Net realized gain from investment transactions		2,534,917			7,393,682
Net change in unrealized appreciation (depreciation) from investments		3,896,518			4,700,221


Net increase in net assets from operations	$	6,686,415		$	12,242,603


Capital transactions —
Contributions	$	12,264,195		$	6,978,163
Withdrawals		(17,744,784	)		(14,382,098	)


Net decrease in net assets from capital transactions	$	(5,480,589	)	$	(7,403,935	)



Net increase in net assets	$	1,205,826		$	4,838,668





Net Assets

At beginning of year	$	72,467,203		$	67,628,535


At end of year	$	73,673,029		$	72,467,203

See Notes to Financial Statements.

Tax-Managed Small-Cap Value Portfolio

October 31, 2011

Supplementary Data


	Year Ended October 31,

Ratios/Supplemental Data	2011			2010			2009			2008			2007

Ratios (as a percentage of average daily net assets):
Expenses⁽¹⁾		1.11	%		1.13	%		1.14	%		1.12	%		1.14	%
Net investment income		0.33	%⁽²⁾		0.20	%		0.73	%		0.51	%		0.19	%
Portfolio Turnover		66	%		51	%		66	%		103	%		80	%


Total Return		9.46	%		18.99	%		5.89	%		(21.19	)%		12.92	%



Net assets, end of year (000’s omitted)	$	73,673		$	72,467		$	67,629		$	61,778		$	59,511


⁽¹⁾		Excludes the effect of custody fee credits, if any, of less than 0.005%.
⁽²⁾		Includes special dividends equal to 0.16% of average daily net assets.

See Notes to Financial Statements.

Tax-Managed Small-Cap Value Portfolio

October 31, 2011

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, 2011, Eaton Vance Tax-Managed Small-Cap Value Fund and Eaton Vance Tax-Managed Equity Asset Allocation Fund held an interest of 47.9% and 52.1%, 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.

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

October 31, 2011

Notes to Financial Statements — continued

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 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 Fox Asset Management LLC (Fox), an affiliate of EVM, a portion of its adviser fee for sub-advisory services provided to the Portfolio. For the year ended October 31, 2011, the investment adviser fee was 1.00% of the Portfolio’s average daily net assets and amounted to $765,590.

3 Purchases and Sales of Investments

Purchases and sales of investments, other than short-term obligations, aggregated $49,213,588 and $54,561,433, respectively, for the year ended October 31, 2011.

4 Federal Income Tax Basis of Investments

The cost and unrealized appreciation (depreciation) of investments of the Portfolio at October 31, 2011, as determined on a federal income tax basis, were as follows:


Aggregate cost	$	55,558,899



Gross unrealized appreciation	$	18,194,640
Gross unrealized depreciation		—



Net unrealized appreciation	$	18,194,640

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 Small-Cap Value Portfolio

October 31, 2011

Notes to Financial Statements — continued

At October 31, 2011, the hierarchy of inputs used in valuing the Portfolio’s investments, which are carried at value, were as follows:


Asset Description	Level 1		Level 2		Level 3		Total


Common Stocks	$	71,017,094	$	—	$	—	$	71,017,094
Short-Term Investments		—		2,736,445		—		2,736,445



Total Investments	$	71,017,094	$	2,736,445	$	—	$	73,753,539

The level classification by major category of investments is the same as the category presentation in the Portfolio of Investments.

Tax-Managed Small-Cap Value Portfolio

October 31, 2011

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, 2011, 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, 2011, by correspondence with the custodian and brokers. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such 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, 2011, 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 19, 2011

Eaton Vance

Tax-Managed Small-Cap Value Fund

October 31, 2011

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 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. Each Trustee oversees 179 portfolios in the Eaton Vance Complex (including all master and feeder funds in a master feeder structure). Each officer serves as an officer of certain other Eaton Vance funds. Each Trustee and officer serves until his or her successor is elected.


	Position(s)
	with the
	Trust and	Length of	Principal Occupation(s) and Directorships
Name and Year of Birth	the Portfolio	Service	During Past Five Years and Other Relevant Experience



Interested Trustee

Thomas E. Faust Jr. 1958	Trustee	Since 2007	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 179 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 and Portfolio. Directorships in the Last Five Years.⁽¹⁾ Director of EVC.

Noninterested Trustees

Scott E. Eston 1956	Trustee	Since 2011	Private investor. Formerly held various positions at Grantham, Mayo, Van Otterloo and Co., L.L.C. (investment management firm) (1997-2009), including Chief Operating Officer (2002-2009), Chief Financial Officer (1997-2009) and Chairman of the Executive Committee (2002-2008); President and Principal Executive Officer, GMO Trust (open-end registered investment company) (2006-2009). Former Partner, Coopers and Lybrand L.L.P. (now PricewaterhouseCoopers) (public accounting firm) (1987-1997). Directorships in the Last Five Years. None.

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. Directorships in the Last Five Years.⁽¹⁾ None.

Allen R. Freedman 1940	Trustee	Since 2007	Private Investor. 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). Former Chairman and a Director of Indus International, Inc. (provider of enterprise management software to the power generating industry) (2005-2007). Former Chief Executive Officer of Assurant, Inc. (insurance provider) (1979-2000). Directorships in the Last Five Years.⁽¹⁾ Director of Stonemor Partners, L.P. (owner and operator of cemeteries). Formerly, Director of Assurant, Inc. (insurance provider) (1979-2011).

William H. Park 1947	Trustee	Since 2003	Consultant and private investor. Formerly, Chief Financial Officer, Aveon Group L.P. (investment management firm) (2010-2011). 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 (investment management firm) (1982-2001). Formerly, Senior Manager, Price Waterhouse (now PricewaterhouseCoopers) (an independent registered public accounting firm) (1972-1981). Directorships in the Last Five Years.⁽¹⁾ None.

Eaton Vance

Tax-Managed Small-Cap Value Fund

October 31, 2011

Management and Organization — continued


	Position(s)
	with the
	Trust and	Length of	Principal Occupation(s) and Directorships
Name and Year of Birth	the Portfolio	Service	During Past Five Years and Other Relevant Experience


Noninterested Trustees (continued)

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). Directorships in the Last Five Years.⁽¹⁾ None.

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). Directorships in the Last Five Years.⁽¹⁾ Formerly, Director of BJ’s Wholesale Club, Inc. (wholesale club retailer) (2004-2011). 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	Of the Trust since 1998 and of the Portfolio since 2001	Paul Hastings Professor of Corporate and Securities Law (since 2006) and Professor of Law (2001-2006), University of California at Los Angeles School of Law. Directorships in the Last Five Years.⁽¹⁾ None.

Harriett Tee Taggart 1948	Trustee	Since 2011	Managing Director, Taggart Associates (a professional practice firm). Formerly, Partner and Senior Vice President, Wellington Management Company, LLP (investment management firm) (1983-2006). Directorships in the Last Five Years. Director of Albemarle Corporation (chemicals manufacturer) (since 2007) and The Hanover Group (specialty property and casualty insurance company) (since 2009). Formerly, Director of Lubrizol Corporation (specialty chemicals) (2007-2011).

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). Directorships in the Last Five Years.⁽¹⁾ None.

Principal Officers who are not Trustees
	Position(s)
	with the
	Trust and	Length of	Principal Occupation(s)
Name and Year of Birth	the Portfolio	Service	During Past Five Years


Duncan W. Richardson 1957	President	Of the Trust since 2011⁽²⁾ and of the Portfolio since 2002	Director of EVC and Executive Vice President and Chief Equity Investment Officer of EVC, EVM and BMR.

Payson F. Swaffield 1956	Vice President of the Trust	Since 2011	Chief Income Investment Officer of EVC. Vice President of EVM and BMR.

Barbara E. Campbell 1957	Treasurer	Of the Trust since 2005 and of the Portfolio since 2008	Vice President of EVM and BMR.

Eaton Vance

Tax-Managed Small-Cap Value Fund

October 31, 2011

Management and Organization — continued


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


Principal Officers who are not Trustees (continued)

Maureen A. Gemma 1960	Vice President, Secretary and Chief Legal Officer	Vice President since 2011, Secretary since 2007 and Chief Legal Officer since 2008	Vice President of EVM and BMR.

Paul M. O’Neil 1953	Chief Compliance Officer	Since 2004	Vice President of EVM and BMR.


⁽¹⁾		During their respective tenures, the Trustees (except Mr. Eston and Ms. Taggart) 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 Trust (launched in 1998 and terminated in 2009).
⁽²⁾		Prior to 2011, Mr. Richardson was Vice President of the Trust since 2001.

Eaton Vance

Tax-Managed Small-Cap Value Fund

October 31, 2011

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).

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 Investment Servicing (US) Inc.

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

Fund Offices
Two International Place

Boston, MA 02110


1300-12/11	TMSCVSRC


Eaton Vance Tax-Managed Value Fund Annual Report October 31, 2011

Annual Report October 31, 2011

Eaton Vance

Tax-Managed Value Fund

Table of Contents


Management’s Discussion of Fund Performance			2
Performance			3
Fund Profile			4
Endnotes and Additional Disclosures			5
Fund Expenses			6
Financial Statements			7
Report of Independent Registered Public Accounting Firm			17 and 29
Federal Tax Information			18
Management and Organization			30
Important Notices			33

Eaton Vance
Tax-Managed Value Fund

October 31, 2011

Management’s Discussion of Fund Performance¹

Economic and Market Conditions

From July through September, U.S. stocks registered broad-based and steep declines when the eurozone’s distress worsened and global economic activity further decelerated. Investor confidence also was eroded by the inability of policymakers to grapple with sovereign debt issues—from the eurozone’s indecision on Greece to the U.S. lawmakers’ handling of the debt ceiling debate and Standard & Poor’s resulting decision to downgrade the country’s long-term credit rating. Furthermore, fresh economic data raised the odds of a U.S. recession. In the final month of the period, U.S. stocks rallied strongly, with most indexes producing some of the biggest monthly point gains in decades. Investors were encouraged by Europe’s plan to combat Greece’s debt problems, expand a bailout fund and recapitalize the region’s banks. Additionally, fresh economic data indicated that the U.S. economy may not be poised to move back into recession.

Fund Performance

For the fiscal year ending October 31, 2011, Eaton Vance Tax-Managed Value Fund’s Class A shares at net asset value (NAV) had a total return of 3.11%. By comparison, the Fund’s benchmark, the Russell 1000 Value Index (the Index), gained 6.16% during the period.

The Fund underperformed its benchmark primarily as a result of stock selection in the energy, utilities, consumer discretionary and health care sectors. In energy, the Fund’s holdings in the oil & gas industry accounted for most of the underperformance. The Fund’s relative underweight in the energy equipment services industry compared to the Index also detracted. Among the Fund’s utilities investments, multi-utilities and electric utilities were the primary laggards. In addition, underweighting the utility sector held back the Fund’s performance relative to the Index.

In the consumer discretionary sector, stock selection in the media industry, and an underweight position in media stocks, detracted from relative performance, along with unfavorable security selection in the specialty retail and multiline retail industries. Among the Fund’s health care holdings, securities selection in the pharmaceuticals and biotechnology industries hurt relative performance.

On the positive side, relative performance was aided by the Fund’s holdings in the information technology (IT), materials, financials and telecommunication services sectors. Securities selection in the computers & peripherals and IT services industries helped the most in the IT sector, while an overweight in software also was beneficial. In the materials sector, an overweighting in the metals and mining industry boosted relative performance as did stock selection in the chemical industry.

The Fund’s holdings in the financials sector benefited from an underweight in the diversified financials industry as well as security selection in real estate investment trusts. Avoiding the underperforming thrifts & mortgage finance industry also aided relative performance. Finally, in the telecommunication services sector, an underweighting in the diversified telecommunication services industry aided the Fund’s relative performance, along with stock selection in the wireless telecommunication services industry.

See Endnotes and Additional Disclosures in this report.

Eaton Vance
Tax-Managed Value Fund

October 31, 2011

Performance^2,3

Portfolio Managers Michael R. Mach, CFA; Matthew F. Beaudry, CMFC, CIMA; John D. Crowley; Stephen J. Kaszynski, CFA


												Since
% Average Annual Total Returns	Inception Date		1 Year			5 Years			10 Years			Inception

Class A at NAV		12/27/1999		3.11	%		–1.80	%		4.11	%		—
Class A at 5.75% Maximum Sales Charge		—		–2.82			–2.96			3.49			—
Class C at NAV		1/24/2000		2.28			–2.54			3.33			—
Class C at 1% Maximum Sales Charge		—		1.28			–2.54			3.33			—
Class I at NAV		11/30/2007		3.36			—			—			–5.00	%

Russell 1000 Value Index		—		6.16	%		–2.05	%		4.57	%		—

												Since
% After-Tax Returns with Maximum Sales Charge	Inception Date		1 Year			5 Years			10 Years			Inception

Class A After Taxes on Distributions		12/27/1999		–2.93	%		–3.11	%		3.37	%		—
Class A After Taxes on Distributions and Sale of Fund Shares		—		–1.68			–2.49			3.03			—
Class C After Taxes on Distributions		1/24/2000		1.28			–2.57			3.29			—
Class C After Taxes on Distributions and Sale of Fund Shares		—		0.84			–2.14			2.88			—
Class I After Taxes on Distributions		11/30/2007		3.20			—			—			–5.19	%
Class I After Taxes on Distributions and Sale of Fund Shares		—		2.40			—			—			–4.20

Total Annual Operating Expense Ratios⁴						Class A			Class C			Class I

							1.16	%		1.91	%		0.91	%

Growth of $10,000

This graph shows the change in value of a hypothetical investment of $10,000 in Class A of the Fund for the period indicated. For comparison, the same investment is shown in the indicated index.

With Maximum

Period Beginning

At NAV

Sales Charge

Class C

10/31/01

13,874

N.A.

Class I

11/30/07

8,180

N.A.

See Endnotes and Additional Disclosures in this report.

Eaton Vance
Tax-Managed Value Fund

October 31, 2011

Fund Profile⁵

Sector Allocation (% of net assets)⁶

Top 10 Holdings (% of net assets)⁶


Pfizer, Inc.	2.9	%
Wells Fargo & Co.	2.8
Johnson & Johnson	2.8
JPMorgan Chase & Co.	2.6
Occidental Petroleum Corp.	2.6
UnitedHealth Group, Inc.	2.3
Apple, Inc.	2.2
Exxon Mobil Corp.	2.2
General Electric Co.	2.1
PNC Financial Services Group, Inc.	2.0

Total	24.5	%

See Endnotes and Additional Disclosures in this report.

Eaton Vance
Tax-Managed Value Fund

October 31, 2011

Endnotes and Additional Disclosures


¹		The views expressed in this report are those of portfolio manager(s) and are current only through the date stated at the top of this page. These views are subject to change at any time based upon market or other conditions, and Eaton Vance and the Fund(s) disclaim any responsibility to update such views. These views may not be relied upon as investment advice and, because investment decisions are based on many factors, may not be relied upon as an indication of trading intent on behalf of any Eaton Vance fund. This commentary may contain statements that are not historical facts, referred to as forward looking statements. The Fund’s actual future results may differ significantly from those stated in any forward looking statement, depending on factors such as changes in securities or financial markets or general economic conditions, the volume of sales and purchases of Fund shares, the continuation of investment advisory, administrative and service contracts, and other risks discussed from time to time in the Fund’s filings with the Securities and Exchange Commission.

²		S&P 500 Index is an unmanaged index of large-cap stocks commonly used as a measure of U.S. stock market performance. Dow Jones Industrial Average is a price-weighted average of 30 blue-chip stocks that are generally the leaders in their industry. NASDAQ Composite Index is a market capitalization-weighted index of all domestic and international securities listed on NASDAQ. Russell 1000 Value Index is an unmanaged index of 1,000 U.S. large-cap value stocks. Unless otherwise stated, index returns do not reflect the effect of any applicable sales charges, commissions, expenses, taxes or leverage, as applicable. It is not possible to invest directly in an index.

³		Total Returns at NAV do not include applicable sales charges. If sales charges were deducted, the returns would be lower. Total Returns shown with maximum sales charge reflect the stated maximum sales charge. Unless otherwise stated, performance does not reflect the deduction of taxes on Fund distributions or redemptions of Fund shares. After-tax returns are calculated using certain assumptions, including using the highest historical individual federal income tax rates and do not reflect the impact of state/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 shares held by nontaxable entities. Return After Taxes on Distributions may be the same as Return Before Taxes for the same period because no taxable distributions were made during that period. Return After Taxes on Distributions and Sale of Fund Shares may be greater than or equal to Return After Taxes on Distributions for the same period because of losses realized on the sale of Fund shares.

⁴		Source: Fund prospectus.

⁵		Fund invests in an affiliated investment company (Portfolio) with the same objective(s) and policies as the Fund. References to investments are to the Portfolio’s holdings.

⁶		Excludes cash and cash equivalents.

		Fund profile subject to change due to active management.

Eaton Vance

Tax-Managed Value Fund

October 31, 2011

Fund Expenses


	Beginning		Ending		Expenses Paid		Annualized
	Account Value		Account Value		During Period*		Expense
	(5/1/11)		(10/31/11)		(5/1/11 – 10/31/11)		Ratio


Actual
Class A	$	1,000.00	$	907.50	$	5.77		1.20	%
Class C	$	1,000.00	$	904.00	$	9.36		1.95	%
Class I	$	1,000.00	$	908.50	$	4.52		0.94	%





Hypothetical
(5% return per year before expenses)
Class A	$	1,000.00	$	1,019.20	$	6.11		1.20	%
Class C	$	1,000.00	$	1,015.40	$	9.91		1.95	%
Class I	$	1,000.00	$	1,020.50	$	4.79		0.94	%


*		Expenses are equal to the Fund’s annualized expense ratio for the indicated Class, 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, 2011. The Example reflects the expenses of both the Fund and the Portfolio.

Eaton Vance

Tax-Managed Value Fund

October 31, 2011

Statement of Assets and Liabilities


Assets	October 31, 2011

Investment in Tax-Managed Value Portfolio, at value (identified cost, $945,086,335)	$	1,336,761,977
Receivable for Fund shares sold		1,373,881


Total assets	$	1,338,135,858





Liabilities

Payable for Fund shares redeemed	$	3,855,186
Payable to affiliates:
Distribution and service fees		259,596
Administration fee		163,984
Trustees’ fees		42
Accrued expenses		349,537


Total liabilities	$	4,628,345


Net Assets	$	1,333,507,513





Sources of Net Assets

Paid-in capital	$	1,167,265,646
Accumulated net realized loss from Portfolio		(240,541,893	)
Accumulated undistributed net investment income		15,108,118
Net unrealized appreciation from Portfolio		391,675,642


Total	$	1,333,507,513





Class A Shares

Net Assets	$	702,928,782
Shares Outstanding		43,179,628
Net Asset Value and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	16.28
Maximum Offering Price Per Share
(100 ¸ 94.25 of net asset value per share)	$	17.27





Class C Shares

Net Assets	$	139,685,601
Shares Outstanding		8,885,499
Net Asset Value and Offering Price Per Share*
(net assets ¸ shares of beneficial interest outstanding)	$	15.72





Class I Shares

Net Assets	$	490,893,130
Shares Outstanding		30,153,058
Net Asset Value, Offering Price and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	16.28

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.

See Notes to Financial Statements.

Eaton Vance

Tax-Managed Value Fund

October 31, 2011

Statement of Operations


	Year Ended
Investment Income	October 31, 2011

Dividends allocated from Portfolio (net of foreign taxes, $367,713)	$	40,571,197
Interest allocated from Portfolio		49,685
Securities lending income allocated from Portfolio, net		191,916
Expenses allocated from Portfolio		(11,443,833	)


Total investment income from Portfolio	$	29,368,965





Expenses

Administration fee	$	2,638,160
Distribution and service fees
Class A		1,959,534
Class B		60,874
Class C		1,616,938
Trustees’ fees and expenses		500
Custodian fee		37,202
Transfer and dividend disbursing agent fees		1,683,870
Legal and accounting services		37,431
Printing and postage		199,468
Registration fees		123,704
Miscellaneous		22,813


Total expenses	$	8,380,494



Net investment income	$	20,988,471





Realized and Unrealized Gain (Loss) from Portfolio

Net realized gain (loss) —
Investment transactions	$	81,782,338
Foreign currency transactions		(61,777	)


Net realized gain	$	81,720,561


Change in unrealized appreciation (depreciation) —
Investments	$	(48,341,577	)
Foreign currency		125,859


Net change in unrealized appreciation (depreciation)	$	(48,215,718	)



Net realized and unrealized gain	$	33,504,843



Net increase in net assets from operations	$	54,493,314

See Notes to Financial Statements.

Eaton Vance

Tax-Managed Value Fund

October 31, 2011

Statements of Changes in Net Assets


	Year Ended October 31,

Increase (Decrease) in Net Assets	2011			2010

From operations —
Net investment income	$	20,988,471		$	15,454,514
Net realized gain from investment and foreign currency transactions		81,720,561			62,661,187
Net change in unrealized appreciation (depreciation) from investments and foreign currency		(48,215,718	)		68,861,864


Net increase in net assets from operations	$	54,493,314		$	146,977,565


Distributions to shareholders —
From net investment income
Class A	$	(6,337,673	)	$	(8,969,223	)
Class B		(167,178	)		(523,510	)
Class C		(8,609	)		(875,539	)
Class I		(9,155,770	)		(8,131,548	)


Total distributions to shareholders	$	(15,669,230	)	$	(18,499,820	)


Transactions in shares of beneficial interest —
Proceeds from sale of shares
Class A	$	210,694,267		$	330,753,090
Class B		378,795			1,012,745
Class C		4,046,679			7,719,729
Class I		272,228,474			500,308,973
Net asset value of shares issued to shareholders in payment of distributions declared
Class A		4,488,669			7,236,713
Class B		129,973			414,092
Class C		6,307			655,418
Class I		7,488,904			5,286,480
Cost of shares redeemed
Class A		(346,334,306	)		(379,750,528	)
Class B		(4,046,008	)		(9,044,371	)
Class C		(41,152,994	)		(37,355,325	)
Class I		(640,774,950	)		(256,908,077	)
Net asset value of shares exchanged
Class A		7,933,250			24,866,113
Class B		(7,933,250	)		(24,866,113	)
Net asset value of shares merged*
Class A		20,114,247			—
Class B		(20,114,247	)		—
Contingent deferred sales charges
Class B		20,482			33,190


Net increase (decrease) in net assets from Fund share transactions	$	(532,825,708	)	$	170,362,129



Net increase (decrease) in net assets	$	(494,001,624	)	$	298,839,874





Net Assets

At beginning of year	$	1,827,509,137		$	1,528,669,263


At end of year	$	1,333,507,513		$	1,827,509,137





Accumulated undistributed net investment income included in net assets

At end of year	$	15,108,118		$	10,013,974


*		At the close of business on June 24, 2011, Class B shares of the Fund merged into Class A shares.

See Notes to Financial Statements.

Eaton Vance

Tax-Managed Value Fund

October 31, 2011

Financial Highlights


	Class A

	Year Ended October 31,

	2011⁽¹⁾			2010⁽¹⁾			2009⁽¹⁾			2008⁽¹⁾			2007

Net asset value — Beginning of year	$	15.910		$	14.760		$	14.400		$	21.750		$	18.770





Income (Loss) From Operations

Net investment income	$	0.193		$	0.137		$	0.192		$	0.229		$	0.202
Net realized and unrealized gain (loss)		0.306			1.190			0.356			(7.386	)		2.955


Total income (loss) from operations	$	0.499		$	1.327		$	0.548		$	(7.157	)	$	3.157





Less Distributions

From net investment income	$	(0.129	)	$	(0.177	)	$	(0.188	)	$	(0.193	)	$	(0.177	)


Total distributions	$	(0.129	)	$	(0.177	)	$	(0.188	)	$	(0.193	)	$	(0.177	)



Net asset value — End of year	$	16.280		$	15.910		$	14.760		$	14.400		$	21.750



Total Return⁽²⁾		3.11	%		9.00	%		4.01	%		(33.19	)%		16.93	%





Ratios/Supplemental Data

Net assets, end of year (000’s omitted)	$	702,929		$	785,050		$	745,816		$	710,258		$	737,940
Ratios (as a percentage of average daily net assets):
Expenses⁽³⁾⁽⁴⁾		1.17	%		1.16	%		1.19	%		1.16	%		1.16	%
Net investment income		1.16	%		0.88	%		1.46	%		1.20	%		1.06	%
Portfolio Turnover of the Portfolio		40	%		35	%		82	%		84	%		14	%


⁽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%.

See Notes to Financial Statements.

Eaton Vance

Tax-Managed Value Fund

October 31, 2011

Financial Highlights — continued


	Class C

	Year Ended October 31,

	2011⁽¹⁾			2010⁽¹⁾			2009⁽¹⁾			2008⁽¹⁾			2007

Net asset value — Beginning of year	$	15.370		$	14.260		$	13.870		$	20.960		$	18.100





Income (Loss) From Operations

Net investment income	$	0.067		$	0.020		$	0.099		$	0.087		$	0.062
Net realized and unrealized gain (loss)		0.284			1.158			0.337			(7.143	)		2.847


Total income (loss) from operations	$	0.351		$	1.178		$	0.436		$	(7.056	)	$	2.909





Less Distributions

From net investment income	$	(0.001	)	$	(0.068	)	$	(0.046	)	$	(0.034	)	$	(0.049	)


Total distributions	$	(0.001	)	$	(0.068	)	$	(0.046	)	$	(0.034	)	$	(0.049	)



Net asset value — End of year	$	15.720		$	15.370		$	14.260		$	13.870		$	20.960



Total Return⁽²⁾		2.28	%		8.27	%		3.19	%		(33.72	)%		16.10	%





Ratios/Supplemental Data

Net assets, end of year (000’s omitted)	$	139,686		$	171,693		$	186,734		$	218,320		$	348,265
Ratios (as a percentage of average daily net assets):
Expenses⁽³⁾⁽⁴⁾		1.92	%		1.91	%		1.94	%		1.91	%		1.91	%
Net investment income		0.41	%		0.13	%		0.78	%		0.47	%		0.32	%
Portfolio Turnover of the Portfolio		40	%		35	%		82	%		84	%		14	%


⁽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%.

See Notes to Financial Statements.

Eaton Vance

Tax-Managed Value Fund

October 31, 2011

Financial Highlights — continued


	Class I

	Year Ended October 31,
											Period Ended
	2011			2010				2009			October 31, 2008⁽¹⁾

Net asset value — Beginning of period	$	15.910		$	14.750			$	14.410		$	20.970





Income (Loss) From Operations

Net investment income⁽²⁾	$	0.234		$	0.173			$	0.205		$	0.224
Net realized and unrealized gain (loss)		0.305			1.198		��		0.366			(6.551	)


Total income (loss) from operations	$	0.539		$	1.371			$	0.571		$	(6.327	)





Less Distributions

From net investment income	$	(0.169	)	$	(0.211	)		$	(0.231	)	$	(0.233	)


Total distributions	$	(0.169	)	$	(0.211	)		$	(0.231	)	$	(0.233	)



Net asset value — End of period	$	16.280		$	15.910			$	14.750		$	14.410



Total Return⁽³⁾		3.36	%		9.31	%			4.22	%		(30.53	)%⁽⁴⁾





Ratios/Supplemental Data

Net assets, end of period (000’s omitted)	$	490,893		$	840,923			$	538,097		$	174,464
Ratios (as a percentage of average daily net assets):
Expenses⁽⁵⁾⁽⁶⁾		0.92	%		0.91	%			0.94	%		0.91	%⁽⁷⁾
Net investment income		1.39	%		1.11	%			1.53	%		1.36	%⁽⁷⁾
Portfolio Turnover of the Portfolio		40	%		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 fiscal year ended October 31, 2008.

See Notes to Financial Statements.

Eaton Vance

Tax-Managed Value Fund

October 31, 2011

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 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. The Fund previously offered Class B shares. Such offering was discontinued during the year ended October 31, 2011. At the close of business on June 24, 2011, the Fund’s Class B shares were merged into Class A shares. 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 (92.3% at October 31, 2011). 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, 2011, the Fund, for federal income tax purposes, had a capital loss carryforward of $237,034,162 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 ($91,604,347) and October 31, 2017 ($145,429,815). In addition, such capital loss carryforward cannot be utilized prior to the utilization of new capital losses, if any, created after October 31, 2011.

During the year ended October 31, 2011, a capital loss carryforward of $81,418,872 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.

Eaton Vance

Tax-Managed Value Fund

October 31, 2011

Notes to Financial Statements — continued

2 Distributions to Shareholders

The tax character of distributions declared for the years ended October 31, 2011 and October 31, 2010 was as follows:


	Year Ended October 31,

	2011		2010


Distributions declared from:
Ordinary income	$	15,669,230	$	18,499,820

During the year ended October 31, 2011, accumulated net realized loss was decreased by $225,097 and accumulated undistributed net investment income was decreased by $225,097 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, 2011, the components of distributable earnings (accumulated losses) and unrealized appreciation (depreciation) on a tax basis were as follows:





Undistributed ordinary income	$	15,072,888
Capital loss carryforward	$	(237,034,162	)
Net unrealized appreciation	$	388,203,141

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, 2011, the administration fee amounted to $2,638,160. 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, 2011, EVM earned $57,157 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 $17,788 as its portion of the sales charge on sales of Class A shares for the year ended October 31, 2011. 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

October 31, 2011

Notes to Financial Statements — continued

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. Pursuant to the Class C Plan, the Fund pays 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, 2011, the Fund paid or accrued to EVD $1,212,703 for Class C shares, representing 0.75% of the average daily net assets of Class C shares. At October 31, 2011, the amount of Uncovered Distribution Charges of EVD calculated under the Class C Plan was approximately $23,521,000.

Prior to the close of business on June 24, 2011, the Fund had in effect a distribution plan for Class B shares (Class B Plan) pursuant to Rule 12b-1 under the 1940 Act. Pursuant to the Class B Plan, the Fund paid EVD amounts equal to 0.75% per annum of its average daily net assets attributable to Class B shares for providing ongoing distribution services and facilities to the Fund. The Fund automatically discontinued payments to EVD during any period in which there were no outstanding Uncovered Distribution Charges, which were equivalent to the sum of (i) 5% of the aggregate amount received by the Fund for Class B 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 for Class B, reduced by the aggregate amount of contingent deferred sales charges (see Note 5) and amounts theretofore paid or payable to EVD by Class B. Such payments were discontinued during portions of the year ended October 31, 2011 with respect to Class B and ceased as of June 24, 2011. For the year ended October 31, 2011, the Fund paid or accrued to EVD $17,687 for Class B shares, representing 0.10% (annualized) of the average daily net assets of Class B shares.

Pursuant to the Class C Plan, the Fund also makes 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 Class C. 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, 2011 amounted to $404,235 for Class C shares.

Prior to the close of business on June 24, 2011 and pursuant to the Class B Plan, the Fund also made 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 Class B. Service fees paid or accrued for the year ended October 31, 2011 amounted to $43,187 for Class B 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. Prior to the close of business on June 24, 2011, Class B shares were subject to a CDSC that was imposed at declining rates that began at 5% in the case of redemptions in the first and second year after purchase, declining one percentage point each subsequent year. For the year ended October 31, 2011, the Fund was informed that EVD received approximately $6,000, $700 and $5,000 of CDSCs paid by Class A, Class B and Class C shareholders, respectively. In addition, $20,482 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, 2011, increases and decreases in the Fund’s investment in the Portfolio aggregated $74,971,783 and $628,908,594, respectively.

Eaton Vance

Tax-Managed Value Fund

October 31, 2011

Notes to Financial Statements — continued

7 Shares of Beneficial Interest


	Year Ended October 31,

Class A	2011			2010


Sales		12,838,222			21,338,492
Issued to shareholders electing to receive payments of distributions in Fund shares		266,074			459,806
Redemptions		(20,933,144	)		(24,580,261	)
Exchange from Class B shares		468,212			1,575,660
Merger from Class B shares		1,203,161			—



Net decrease		(6,157,475	)		(1,206,303	)





	Year Ended October 31,

Class B	2011⁽¹⁾			2010


Sales		23,398			68,573
Issued to shareholders electing to receive payments of distributions in Fund shares		8,088			27,680
Redemptions		(249,386	)		(607,516	)
Exchange to Class A shares		(491,800	)		(1,658,155	)
Merger to Class A shares		(1,263,212	)		—



Net decrease		(1,972,912	)		(2,169,418	)





	Year Ended October 31,

Class C	2011			2010


Sales		249,167			508,724
Issued to shareholders electing to receive payments of distributions in Fund shares		385			42,866
Redemptions		(2,537,836	)		(2,472,046	)



Net decrease		(2,288,284	)		(1,920,456	)





	Year Ended October 31,

Class I	2011			2010


Sales		16,185,560			32,302,902
Issued to shareholders electing to receive payments of distributions in Fund shares		444,709			336,718
Redemptions		(39,327,405	)		(16,269,666	)



Net increase (decrease)		(22,697,136	)		16,369,954


⁽¹⁾		At the close of business on June 24, 2011, Class B shares of the Fund merged into Class A shares.

Eaton Vance

Tax-Managed Value Fund

October 31, 2011

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, 2011, 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, such 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, 2011, 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, 2011

Eaton Vance

Tax-Managed Value Fund

October 31, 2011

Federal Tax Information (Unaudited)

Qualified Dividend Income. The Fund designates approximately $38,568,980, 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

October 31, 2011

Portfolio of Investments


Common Stocks — 99.2%

Security	Shares		Value



Aerospace & Defense — 4.0%

Boeing Co. (The)		150,000	$	9,868,500
General Dynamics Corp.		150,900		9,686,271
Honeywell International, Inc.		200,000		10,480,000
United Technologies Corp.		359,500		28,033,810


			$	58,068,581




Beverages — 1.0%

PepsiCo, Inc.		225,000	$	14,163,750


			$	14,163,750




Biotechnology — 1.2%

Amgen, Inc.		300,000	$	17,181,000


			$	17,181,000




Capital Markets — 2.7%

Ameriprise Financial, Inc.		200,000	$	9,336,000
Goldman Sachs Group, Inc. (The)		125,000		13,693,750
State Street Corp.		390,000		15,752,100


			$	38,781,850




Chemicals — 0.5%

Air Products and Chemicals, Inc.		80,000	$	6,891,200


			$	6,891,200




Commercial Banks — 7.5%

Fifth Third Bancorp		1,150,000	$	13,811,500
PNC Financial Services Group, Inc.		550,000		29,540,500
SunTrust Banks, Inc.		670,000		13,219,100
U.S. Bancorp		450,000		11,515,500
Wells Fargo & Co.		1,575,000		40,808,250


			$	108,894,850




Computers & Peripherals — 2.2%

Apple, Inc.⁽¹⁾		80,000	$	32,382,400


			$	32,382,400




Consumer Finance — 1.7%

American Express Co.		500,000	$	25,310,000


			$	25,310,000




Diversified Financial Services — 3.8%

Citigroup, Inc.		525,000	$	16,584,750
JPMorgan Chase & Co.		1,100,000		38,236,000


			$	54,820,750




Diversified Telecommunication Services — 3.0%

AT&T, Inc.		830,400	$	24,339,024
Verizon Communications, Inc.		500,000		18,490,000


			$	42,829,024




Electric Utilities — 2.8%

American Electric Power Co., Inc.		225,000	$	8,838,000
Exelon Corp.⁽²⁾		250,000		11,097,500
NextEra Energy, Inc.⁽²⁾		200,000		11,280,000
PPL Corp.⁽²⁾		300,000		8,811,000


			$	40,026,500




Energy Equipment & Services — 0.6%

Schlumberger, Ltd.		110,000	$	8,081,700


			$	8,081,700




Food & Staples Retailing — 2.3%

CVS Caremark Corp.		500,000	$	18,150,000
Wal-Mart Stores, Inc.		270,000		15,314,400


			$	33,464,400




Food Products — 3.2%

Kraft Foods, Inc., Class A		425,000	$	14,951,500
Nestle SA		275,000		15,905,357
Unilever NV – NY Shares		450,000		15,538,500


			$	46,395,357




Health Care Equipment & Supplies — 1.1%

Covidien PLC		350,000	$	16,464,000


			$	16,464,000




Health Care Providers & Services — 3.2%

Humana, Inc.		150,000	$	12,733,500
UnitedHealth Group, Inc.		700,000		33,593,000


			$	46,326,500

See Notes to Financial Statements.

Tax-Managed Value Portfolio

October 31, 2011

Portfolio of Investments — continued


Security	Shares		Value


Hotels, Restaurants & Leisure — 2.1%

Carnival Corp.		365,000	$	12,851,650
McDonald’s Corp.		190,000		17,641,500


			$	30,493,150




Industrial Conglomerates — 2.7%

General Electric Co.		1,840,000	$	30,746,400
Tyco International, Ltd.		190,000		8,654,500


			$	39,400,900




Insurance — 5.6%

ACE, Ltd.		142,000	$	10,245,300
AON Corp.		160,000		7,459,200
MetLife, Inc.		500,000		17,580,000
Prudential Financial, Inc.		460,000		24,932,000
Travelers Companies, Inc. (The)⁽²⁾		150,000		8,752,500
XL Group PLC		583,500		12,685,290


			$	81,654,290




IT Services — 3.4%

Accenture PLC, Class A		400,000	$	24,104,000
International Business Machines Corp.⁽²⁾		140,000		25,848,200


			$	49,952,200




Life Sciences Tools & Services — 0.7%

Thermo Fisher Scientific, Inc.⁽¹⁾		200,000	$	10,054,000


			$	10,054,000




Machinery — 0.6%

Illinois Tool Works, Inc.⁽²⁾		175,000	$	8,510,250


			$	8,510,250




Media — 2.7%

Time Warner Cable, Inc.		250,000	$	15,922,500
Time Warner, Inc.⁽²⁾		275,000		9,622,250
Walt Disney Co. (The)		398,000		13,882,240


			$	39,426,990




Metals & Mining — 2.9%

BHP Billiton, Ltd. ADR⁽²⁾		275,000	$	21,472,000
Freeport-McMoRan Copper & Gold, Inc.		500,000		20,130,000


			$	41,602,000




Multi-Utilities — 3.0%

Dominion Resources, Inc.		175,000	$	9,028,250
PG&E Corp.		175,000		7,507,500
Public Service Enterprise Group, Inc.⁽²⁾		397,500		13,395,750
Sempra Energy		240,000		12,895,200


			$	42,826,700




Multiline Retail — 1.9%

Macy’s, Inc.		400,000	$	12,212,000
Target Corp.		275,000		15,056,250


			$	27,268,250




Oil, Gas & Consumable Fuels — 12.4%

Anadarko Petroleum Corp.		100,000	$	7,850,000
Apache Corp.		175,000		17,435,250
Chevron Corp.		200,000		21,010,000
ConocoPhillips		400,000		27,860,000
Exxon Mobil Corp.		400,000		31,236,000
Hess Corp.		325,000		20,332,000
Occidental Petroleum Corp.		410,000		38,105,400
Peabody Energy Corp.		350,000		15,179,500


			$	179,008,150




Pharmaceuticals — 7.2%

Johnson & Johnson		625,000	$	40,243,750
Merck & Co., Inc.		675,000		23,287,500
Pfizer, Inc.		2,150,000		41,409,000


			$	104,940,250




Real Estate Investment Trusts (REITs) — 3.3%

AvalonBay Communities, Inc.		105,000	$	14,037,450
Boston Properties, Inc.		170,000		16,828,300
Simon Property Group, Inc.		130,000		16,697,200


			$	47,562,950




Road & Rail — 1.9%

Union Pacific Corp.		275,000	$	27,381,750


			$	27,381,750




Software — 3.9%

Microsoft Corp.		1,000,000	$	26,630,000
Oracle Corp.		900,000		29,493,000


			$	56,123,000

See Notes to Financial Statements.

Tax-Managed Value Portfolio

October 31, 2011

Portfolio of Investments — continued


Security	Shares		Value


Specialty Retail — 1.8%

TJX Companies, Inc. (The)⁽²⁾		450,000	$	26,518,500


			$	26,518,500




Tobacco — 1.2%

Philip Morris International, Inc.		240,000	$	16,768,800


			$	16,768,800




Wireless Telecommunication Services — 1.1%

Vodafone Group PLC ADR		600,000	$	16,704,000


			$	16,704,000



Total Common Stocks
(identified cost $1,013,272,918)			$	1,436,277,992




Short-Term Investments — 2.8%

	Interest
Description	(000’s omitted)		Value


Eaton Vance Cash Collateral Fund, LLC, 0.06%⁽³⁾⁽⁴⁾	$	33,120	$	33,119,669
Eaton Vance Cash Reserves Fund, LLC, 0.12%⁽⁴⁾		7,047		7,046,865



Total Short-Term Investments
(identified cost $40,166,534)			$	40,166,534



Total Investments — 102.0%
(identified cost $1,053,439,452)			$	1,476,444,526



Other Assets, Less Liabilities — (2.0)%			$	(28,599,990	)



Net Assets — 100.0%			$	1,447,844,536

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, 2011.

⁽³⁾		The amount invested in Eaton Vance Cash Collateral Fund, LLC represents cash collateral received for securities on loan at October 31, 2011. 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, 2011.

See Notes to Financial Statements.

Tax-Managed Value Portfolio

October 31, 2011

Statement of Assets and Liabilities


Assets	October 31, 2011

Unaffiliated investments, at value including $31,714,236 of securities on loan (identified cost, $1,013,272,918)	$	1,436,277,992
Affiliated investments, at value (identified cost, $40,166,534)		40,166,534
Dividends receivable		1,907,848
Interest receivable from affiliated investment		861
Receivable for investments sold		2,044,920
Securities lending income receivable		4,585
Tax reclaims receivable		1,450,797


Total assets	$	1,481,853,537





Liabilities

Collateral for securities loaned	$	33,119,669
Payable to affiliates:
Investment adviser fee		743,610
Trustees’ fees		4,208
Accrued expenses		141,514


Total liabilities	$	34,009,001


Net Assets applicable to investors’ interest in Portfolio	$	1,447,844,536





Sources of Net Assets

Net proceeds from capital contributions and withdrawals	$	1,024,564,160
Net unrealized appreciation		423,280,376


Total	$	1,447,844,536

See Notes to Financial Statements.

Tax-Managed Value Portfolio

October 31, 2011

Statement of Operations


	Year Ended
Investment Income	October 31, 2011

Dividends (net of foreign taxes, $393,544)	$	43,377,258
Securities lending income, net		205,448
Interest allocated from affiliated investment		53,056
Expenses allocated from affiliated investment		(5,410	)


Total investment income	$	43,630,352





Expenses

Investment adviser fee	$	11,676,423
Trustees’ fees and expenses		50,500
Custodian fee		374,753
Legal and accounting services		89,017
Miscellaneous		36,578


Total expenses	$	12,227,271


Deduct —
Reduction of custodian fee	$	26


Total expense reductions	$	26



Net expenses	$	12,227,245



Net investment income	$	31,403,107





Realized and Unrealized Gain (Loss)

Net realized gain (loss) —
Investment transactions	$	88,999,123
Investment transactions allocated from affiliated investments		10,876
Foreign currency transactions		(66,065	)


Net realized gain	$	88,943,934


Change in unrealized appreciation (depreciation) —
Investments	$	(53,334,053	)
Foreign currency		131,355


Net change in unrealized appreciation (depreciation)	$	(53,202,698	)



Net realized and unrealized gain	$	35,741,236



Net increase in net assets from operations	$	67,144,343

See Notes to Financial Statements.

Tax-Managed Value Portfolio

October 31, 2011

Statements of Changes in Net Assets


	Year Ended October 31,

Increase (Decrease) in Net Assets	2011			2010

From operations —
Net investment income	$	31,403,107		$	25,644,880
Net realized gain from investment and foreign currency transactions		88,943,934			68,709,350
Net change in unrealized appreciation (depreciation) from investments and foreign currency		(53,202,698	)		72,147,422


Net increase in net assets from operations	$	67,144,343		$	166,501,652


Capital transactions —
Contributions	$	87,467,984		$	339,288,586
Withdrawals		(652,726,995	)		(209,156,623	)


Net increase (decrease) in net assets from capital transactions	$	(565,259,011	)	$	130,131,963



Net increase (decrease) in net assets	$	(498,114,668	)	$	296,633,615





Net Assets

At beginning of year	$	1,945,959,204		$	1,649,325,589


At end of year	$	1,447,844,536		$	1,945,959,204

See Notes to Financial Statements.

Tax-Managed Value Portfolio

October 31, 2011

Supplementary Data


	Year Ended October 31,

	2011			2010			2009			2008			2007


Ratios/Supplemental Data

Ratios (as a percentage of average daily net assets):
Expenses⁽¹⁾		0.65	%		0.65	%		0.67	%		0.66	%		0.66	%
Net investment income		1.67	%		1.38	%		1.96	%		1.71	%		1.56	%
Portfolio Turnover		40	%		35	%		82	%		84	%		14	%


Total Return		3.64	%		9.55	%		4.55	%		(32.85	)%		17.51	%



Net assets, end of year (000’s omitted)	$	1,447,845		$	1,945,959		$	1,649,326		$	1,357,280		$	1,521,164


⁽¹⁾		Excludes the effect of custody fee credits, if any, of less than 0.005%.

See Notes to Financial Statements.

Tax-Managed Value Portfolio

October 31, 2011

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, 2011, Eaton Vance Tax-Managed Value Fund and Eaton Vance Tax-Managed Equity Asset Allocation Fund held an interest of 92.3% and 7.7%, respectively, in the Portfolio.

The following is a summary of significant accounting policies of the Portfolio. The policies are in conformity with accounting principles generally accepted in the United States of America.

A Investment Valuation — Equity securities (including common shares of closed-end investment companies) listed on a U.S. securities exchange generally are valued at the last sale 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 obligations 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 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 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

October 31, 2011

Notes to Financial Statements — continued

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% on net assets of $500 million but less than $1 billion, 0.60% on net assets of $1 billion but less than $2 billion, 0.575% on net assets of $2 billion but less than $5 billion and 0.555% on net assets of $5 billion and over, and is payable monthly. The fee reduction cannot be terminated without the consent of the Trustees and shareholders. The Portfolio 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, 2011, the Portfolio’s investment adviser fee amounted to $11,676,423 or 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 $729,480,946 and $1,253,299,257, respectively, for the year ended October 31, 2011.

4 Federal Income Tax Basis of Investments

The cost and unrealized appreciation (depreciation) of investments of the Portfolio at October 31, 2011, as determined on a federal income tax basis, were as follows:


Aggregate cost	$	1,058,021,630



Gross unrealized appreciation	$	418,447,798
Gross unrealized depreciation		(24,902	)



Net unrealized appreciation	$	418,422,896

The net unrealized appreciation on foreign currency transactions at October 31, 2011 on a federal income tax basis was $275,302.

Tax-Managed Value Portfolio

October 31, 2011

Notes to Financial Statements — continued

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. Income earned by the Portfolio from its investment in Cash Collateral Fund, prior to rebates and fees, amounted to $91,396 for the year ended October 31, 2011. At October 31, 2011, the value of the securities loaned and the value of the collateral received amounted to $31,714,236 and $33,119,669, 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)

At October 31, 2011, the hierarchy of inputs used in valuing the Portfolio’s investments, which are carried at value, were as follows:


Asset Description	Level 1		Level 2			Level 3		Total


Common Stocks
Consumer Discretionary	$	123,706,890	$	—		$	—	$	123,706,890
Consumer Staples		94,886,950		15,905,357			—		110,792,307
Energy		187,089,850		—			—		187,089,850
Financials		357,024,690		—			—		357,024,690
Health Care		194,965,750		—			—		194,965,750
Industrials		133,361,481		—			—		133,361,481
Information Technology		138,457,600		—			—		138,457,600
Materials		48,493,200		—			—		48,493,200
Telecommunication Services		59,533,024		—			—		59,533,024
Utilities		82,853,200		—			—		82,853,200



Total Common Stocks	$	1,420,372,635	$	15,905,357	*	$	—	$	1,436,277,992



Short-Term Investments	$	—	$	40,166,534		$	—	$	40,166,534



Total Investments	$	1,420,372,635	$	56,071,891		$	—	$	1,476,444,526


*		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.

Tax-Managed Value Portfolio

October 31, 2011

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, 2011, 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, 2011, 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, such 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, 2011, 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, 2011

Eaton Vance

Tax-Managed Value Fund

October 31, 2011

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 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. Each Trustee oversees 179 portfolios in the Eaton Vance Complex (including all master and feeder funds in a master feeder structure). Each officer serves as an officer of certain other Eaton Vance funds. Each Trustee and officer serves until his or her successor is elected.


	Position(s)
	with the
	Trust and	Length of	Principal Occupation(s) and Directorships
Name and Year of Birth	the Portfolio	Service	During Past Five Years and Other Relevant Experience



Interested Trustee

Thomas E. Faust Jr. 1958	Trustee	Since 2007	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 179 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 and Portfolio. Directorships in the Last Five Years.⁽¹⁾ Director of EVC.

Noninterested Trustees

Scott E. Eston 1956	Trustee	Since 2011	Private investor. Formerly held various positions at Grantham, Mayo, Van Otterloo and Co., L.L.C. (investment management firm) (1997-2009), including Chief Operating Officer (2002-2009), Chief Financial Officer (1997-2009) and Chairman of the Executive Committee (2002-2008); President and Principal Executive Officer, GMO Trust (open-end registered investment company) (2006-2009). Former Partner, Coopers and Lybrand L.L.P. (now PricewaterhouseCoopers) (public accounting firm) (1987-1997). Directorships in the Last Five Years. None.

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. Directorships in the Last Five Years.⁽¹⁾ None.

Allen R. Freedman 1940	Trustee	Since 2007	Private Investor. 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). Former Chairman and a Director of Indus International, Inc. (provider of enterprise management software to the power generating industry) (2005-2007). Former Chief Executive Officer of Assurant, Inc. (insurance provider) (1979-2000). Directorships in the Last Five Years.⁽¹⁾ Director of Stonemor Partners, L.P. (owner and operator of cemeteries). Formerly, Director of Assurant, Inc. (insurance provider) (1979-2011).

William H. Park 1947	Trustee	Since 2003	Consultant and private investor. Formerly, Chief Financial Officer, Aveon Group L.P. (investment management firm) (2010-2011). 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 (investment management firm) (1982-2001). Formerly, Senior Manager, Price Waterhouse (now PricewaterhouseCoopers) (an independent registered public accounting firm) (1972-1981). Directorships in the Last Five Years.⁽¹⁾ None.

Eaton Vance

Tax-Managed Value Fund

October 31, 2011

Management and Organization — continued


	Position(s)
	with the
	Trust and	Length of	Principal Occupation(s) and Directorships
Name and Year of Birth	the Portfolio	Service	During Past Five Years and Other Relevant Experience


Noninterested Trustees (continued)

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). Directorships in the Last Five Years.⁽¹⁾ None.

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). Directorships in the Last Five Years.⁽¹⁾ Formerly, Director of BJ’s Wholesale Club, Inc. (wholesale club retailer) (2004-2011). 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	Of the Trust since 1998 and of the Portfolio since 2001	Paul Hastings Professor of Corporate and Securities Law (since 2006) and Professor of Law (2001-2006), University of California at Los Angeles School of Law. Directorships in the Last Five Years.⁽¹⁾ None.

Harriett Tee Taggart 1948	Trustee	Since 2011	Managing Director, Taggart Associates (a professional practice firm). Formerly, Partner and Senior Vice President, Wellington Management Company, LLP (investment management firm) (1983-2006). Directorships in the Last Five Years. Director of Albemarle Corporation (chemicals manufacturer) (since 2007) and The Hanover Group (specialty property and casualty insurance company) (since 2009). Formerly, Director of Lubrizol Corporation (specialty chemicals) (2007-2011).

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). Directorships in the Last Five Years.⁽¹⁾ None.

Principal Officers who are not Trustees
	Position(s)
	with the
	Trust and	Length of	Principal Occupation(s)
Name and Year of Birth	the Portfolio	Service	During Past Five Years



Duncan W. Richardson 1957	President of the Trust and Vice President of the Portfolio	Since 2011⁽²⁾	Director of EVC and Executive Vice President and Chief Equity Investment Officer of EVC, EVM and BMR.

Michael R. Mach 1947	President of the Portfolio	Since 2011⁽³⁾	Vice President of EVM and BMR.

Payson F. Swaffield 1956	Vice President of the Trust	Since 2011	Chief Income Investment Officer of EVC. Vice President of EVM and BMR.

Barbara E. Campbell 1957	Treasurer	Of the Trust since 2005 and of the Portfolio since 2008	Vice President of EVM and BMR.

Eaton Vance

Tax-Managed Value Fund

October 31, 2011

Management and Organization — continued


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


Principal Officers who are not Trustees (continued)

Maureen A. Gemma 1960	Vice President, Secretary and Chief Legal Officer	Vice President since 2011, Secretary since 2007 and Chief Legal Officer since 2008	Vice President of EVM and BMR.

Paul M. O’Neil 1953	Chief Compliance Officer	Since 2004	Vice President of EVM and BMR.


⁽¹⁾		During their respective tenures, the Trustees (except Mr. Eston and Ms. Taggart) 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 Trust (launched in 1998 and terminated in 2009).
⁽²⁾		Prior to 2011, Mr. Richardson was Vice President of the Trust since 2001 and President of the Portfolio since 2002.
⁽³⁾		Prior to 2011, Mr. Mach was Vice President of the Portfolio since 2001.

Eaton Vance

Tax-Managed Value Fund

October 31, 2011

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.

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 Investment Servicing (US) Inc.

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

Fund Offices
Two International Place

Boston, MA 02110


501-12/11	TVSRC


Eaton Vance Floating-Rate Advantage Fund Annual Report October 31, 2011

Annual Report October 31, 2011

Eaton Vance
Floating-Rate Advantage Fund

Table of Contents


Management’s Discussion of Fund Performance			2
Performance			3
Fund Profile			4
Endnotes and Additional Disclosures			5
Fund Expenses			6
Financial Statements			7
Report of Independent Registered Public Accounting Firm			19 and 48
Federal Tax Information			20
Management and Organization			49
Important Notices			52

Eaton Vance
Floating-Rate Advantage Fund

October 31, 2011

Management’s Discussion of Fund Performance¹

Economic and Market Conditions

Fund Performance

For the fiscal year ending October 31, 2011, Eaton Vance Floating-Rate Advantage Fund’s Class A shares at net asset value (NAV) had a total return of 5.07%. By comparison, the Fund’s benchmark, the S&P/LSTA Leveraged Loan Index (the Index), gained 3.16% during the period.

Relative to the Index, the Fund benefited from its general bias toward the higher-quality end of the floating-rate loan market because lower-quality B-rated⁸ loans, and more notably, CCC-rated securities, underperformed for the 12-month period overall. Although the Fund’s higher-quality positioning acted as a headwind early in the year when investors favored riskier segments of the floating-rate loan market, the emphasis on higher-quality securities bolstered performance during most of the second half when investors’ appetite for risk waned.

Management’s use of leverage⁵ benefited the Fund’s relative performance, as floating-rate loans acquired with borrowings were bolstered by favorable conditions in the credit markets during the first half of the period.

The Fund’s comparatively broad diversification⁹ also aided relative performance. The Index’s larger-cap, higher-volume names, which experienced the greatest selling pressure in the second half of the period, underperformed the floating-rate loan market as a whole for the 12-month period. Against that backdrop, the Fund’s diversification beyond the larger-cap, higher-volume issues was a plus.

See Endnotes and Additional Disclosures in this report.

Eaton Vance
Floating-Rate Advantage Fund

October 31, 2011

Performance^2,3

Portfolio Managers Scott H. Page, CFA; Craig P. Russ


													Since
% Average Annual Total Returns	Inception Date			1 Year			5 Years			10 Years			Inception

Advisers Class at NAV		3/15/2008			5.07	%		—			—			7.47	%
Class A at NAV		3/17/2008			5.07			—			—			7.47
Class A at 2.25% Maximum Sales Charge		—			2.67			—			—			6.80
Class B at NAV		8/4/1989			4.70			4.13			4.38			—
Class B at 3% Maximum Sales Charge		—			1.71			4.13			4.38			—
Class C at NAV		3/15/2008			4.50			—			—			6.95
Class C at 1% Maximum Sales Charge		—			3.51			—			—			6.95
Class I at NAV		3/15/2008			5.33			—			—			7.73
S&P/LSTA Leveraged Loan Index		—			3.16	%		4.42	%		5.16	%		—

Total Annual Operating Expense Ratios⁴	Advisers Class			Class A			Class B			Class C			Class I

		1.74	%		1.74	%		2.09	%		2.24	%		1.49	%

% Total Leverage⁵

Borrowings														22.9	%

Growth of $10,000

This graph shows the change in value of a hypothetical investment of $10,000 in Class B of the Fund for the period indicated. For comparison, the same investment is shown in the indicated index.



					With Maximum
	Period Beginning		At NAV		Sales Charge

Advisers Class		3/15/08	$	12,986		N.A.

Class A		3/17/08	$	12,986	$	12,694

Class C		3/15/08	$	12,758		N.A.

Class I		3/15/08	$	13,100		N.A.

See Endnotes and Additional Disclosures in this report.

Eaton Vance
Floating-Rate Advantage Fund

October 31, 2011

Fund Profile⁶

Top 10 Holdings (% of total investments)⁷


Intelsat Jackson Holdings SA	1.2	%
Community Health Systems, Inc.	1.2
SunGard Data Systems, Inc.	1.1
HCA, Inc.	1.1
Nielsen Finance, LLC	1.1
Rite Aid Corp.	1.1
Caesars Entertainment Operating Co.	1.0
Del Monte Foods Co.	0.9
Reynolds Group Holdings, Inc.	0.9
OSI Restaurant Partners, LLC	0.9

Total	10.5	%

Top 10 Sectors (% of total investments)⁷


Health Care	11.0	%
Business Equipment and Services	8.4
Electronics/Electrical	6.1
Automotive	5.0
Leisure Goods/Activities/Movies	4.6
Financial Intermediaries	4.3
Food Service	4.2
Chemicals and Plastics	4.0
Cable and Satellite Television	3.9
Food Products	3.8

Total	55.3	%

Credit Quality (% of loan holdings)⁸

See Endnotes and Additional Disclosures in this report.

Eaton Vance
Floating-Rate Advantage Fund

October 31, 2011

Endnotes and Additional Disclosures


¹		The views expressed in this report are those of portfolio manager(s) and are current only through the date stated at the top of this page. These views are subject to change at any time based upon market or other conditions, and Eaton Vance and the Fund(s) disclaim any responsibility to update such views. These views may not be relied upon as investment advice and, because investment decisions are based on many factors, may not be relied upon as an indication of trading intent on behalf of any Eaton Vance fund. This commentary may contain statements that are not historical facts, referred to as forward looking statements. The Fund’s actual future results may differ significantly from those stated in any forward looking statement, depending on factors such as changes in securities or financial markets or general economic conditions, the volume of sales and purchases of Fund shares, the continuation of investment advisory, administrative and service contracts, and other risks discussed from time to time in the Fund’s filings with the Securities and Exchange Commission.

²		S&P/LSTA Leveraged Loan Index is an unmanaged index of the institutional leveraged loan market. Index returns do not reflect the effect of any applicable sales charges, commissions, expenses, taxes or leverage, as applicable. It is not possible to invest directly in an index.

³		Total Returns at NAV do not include applicable sales charges. If sales charges were deducted, the returns would be lower. Total Returns shown with maximum sales charge reflect the stated maximum sales charge. Unless otherwise stated, performance does not reflect the deduction of taxes on Fund distributions or redemptions of Fund shares. Performance for periods prior to 3/15/08 reflects performance of Eaton Vance Prime Rate Reserves, the Fund’s predecessor.

⁴		Source: Fund prospectus. Includes interest expense of 0.56%.

⁵		Total leverage is shown as a percentage of the Portfolio’s aggregate net assets plus borrowings outstanding. The Portfolio employs leverage through borrowings. Use of leverage creates an opportunity for income, but creates risk including greater price volatility. The cost of borrowings rises and falls with changes in short-term interest rates. The Portfolio is required to maintain prescribed asset coverage for its borrowings, which could be reduced if Portfolio asset values decline.

⁶		Fund invests in an affiliated investment company (Portfolio) with the same objective(s) and policies as the Fund. References to investments are to the Portfolio’s holdings.

⁷		Excludes cash and cash equivalents.

⁸		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.

⁹		Diversification cannot guarantee a profit or eliminate the risk of a loss.

		Fund profile subject to change due to active management.

Eaton Vance

Floating-Rate Advantage Fund

October 31, 2011

Fund Expenses


	Beginning		Ending		Expenses		Annualized
	Account Value		Account Value		Paid During Period*		Expense
	(5/1/11)		(10/31/11)		(5/1/11 – 10/31/11)		Ratio


Actual
Advisers Class	$	1,000.00	$	990.40	$	7.58		1.51	%
Class A	$	1,000.00	$	990.40	$	7.58		1.51	%
Class B	$	1,000.00	$	987.80	$	9.32		1.86	%
Class C	$	1,000.00	$	987.30	$	10.07		2.01	%
Class I	$	1,000.00	$	991.60	$	6.27		1.25	%




Hypothetical
(5% return per year before expenses)
Advisers Class	$	1,000.00	$	1,017.60	$	7.68		1.51	%
Class A	$	1,000.00	$	1,017.60	$	7.68		1.51	%
Class B	$	1,000.00	$	1,015.83	$	9.45		1.86	%
Class C	$	1,000.00	$	1,015.07	$	10.21		2.01	%
Class I	$	1,000.00	$	1,018.90	$	6.36		1.25	%


*		Expenses are equal to the Fund’s annualized expense ratio for the indicated Class, 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, 2011. The Example reflects the expenses of both the Fund and the Portfolio.

Eaton Vance

Floating-Rate Advantage Fund

October 31, 2011

Statement of Assets and Liabilities


Assets	October 31, 2011

Investment in Senior Debt Portfolio, at value (identified cost, $1,685,680,746)	$	1,645,879,744
Receivable for Fund shares sold		6,520,858


Total assets	$	1,652,400,602




Liabilities

Payable for Fund shares redeemed	$	5,379,585
Distributions payable		1,925,692
Payable to affiliates:
Distribution and service fees		590,816
Administration fee		136,372
Trustees’ fees		42
Accrued expenses		307,093


Total liabilities	$	8,339,600


Net Assets	$	1,644,061,002




Sources of Net Assets

Paid-in capital	$	1,903,008,418
Accumulated net realized loss from Portfolio		(217,123,151	)
Accumulated distributions in excess of net investment income		(2,023,263	)
Net unrealized depreciation from Portfolio		(39,801,002	)


Total	$	1,644,061,002




Advisers Class Shares

Net Assets	$	53,729,327
Shares Outstanding		5,041,202
Net Asset Value, Offering Price and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	10.66




Class A Shares

Net Assets	$	702,126,905
Shares Outstanding		65,857,335
Net Asset Value and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	10.66
Maximum Offering Price Per Share
(100 ¸ 97.75 of net asset value per share)	$	10.91




Class B Shares

Net Assets	$	84,483,292
Shares Outstanding		7,907,165
Net Asset Value and Offering Price Per Share*
(net assets ¸ shares of beneficial interest outstanding)	$	10.68




Class C Shares

Net Assets	$	629,929,341
Shares Outstanding		59,186,368
Net Asset Value and Offering Price Per Share*
(net assets ¸ shares of beneficial interest outstanding)	$	10.64




Class I Shares

Net Assets	$	173,792,137
Shares Outstanding		16,300,003
Net Asset Value, Offering Price and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	10.66

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.

See Notes to Financial Statements.

Eaton Vance

Floating-Rate Advantage Fund

October 31, 2011

Statement of Operations


	Year Ended
Investment Income	October 31, 2011

Interest allocated from Portfolio	$	105,214,365
Expenses allocated from Portfolio		(17,194,077	)


Total investment income from Portfolio	$	88,020,288





Expenses

Administration fee	$	1,653,458
Distribution and service fees
Advisers Class		144,325
Class A		1,728,567
Class B		578,517
Class C		4,734,147
Trustees’ fees and expenses		500
Custodian fee		37,342
Transfer and dividend disbursing agent fees		1,185,294
Legal and accounting services		45,061
Printing and postage		178,792
Registration fees		134,138
Miscellaneous		22,271


Total expenses	$	10,442,412



Net investment income	$	77,577,876





Realized and Unrealized Gain (Loss) from Portfolio

Net realized gain (loss) —
Investment transactions	$	(3,015,874	)
Swap contracts		19,231
Foreign currency and forward foreign currency exchange contract transactions		(6,341,080	)


Net realized loss	$	(9,337,723	)


Change in unrealized appreciation (depreciation) —
Investments	$	(10,158,186	)
Swap contracts		(699,074	)
Foreign currency and forward foreign currency exchange contracts		3,768,624


Net change in unrealized appreciation (depreciation)	$	(7,088,636	)



Net realized and unrealized loss	$	(16,426,359	)



Net increase in net assets from operations	$	61,151,517

See Notes to Financial Statements.

Eaton Vance

Floating-Rate Advantage Fund

October 31, 2011

Statements of Changes in Net Assets


	Year Ended October 31,

Increase (Decrease) in Net Assets	2011			2010

From operations —
Net investment income	$	77,577,876		$	58,118,032
Net realized loss from investment transactions, swap contracts and foreign currency and forward foreign currency exchange contract transactions		(9,337,723	)		(32,724,301	)
Net change in unrealized appreciation (depreciation) from investments, swap contracts, foreign currency and forward foreign currency exchange contracts		(7,088,636	)		137,008,765


Net increase in net assets from operations	$	61,151,517		$	162,402,496


Distributions to shareholders —
From net investment income
Advisers Class	$	(2,813,521	)	$	(1,962,379	)
Class A		(33,936,089	)		(28,360,368	)
Class B		(4,463,234	)		(5,479,138	)
Class C		(28,501,210	)		(27,102,863	)
Class I		(8,898,812	)		(2,329,653	)
Tax return of capital
Advisers Class		(156,008	)		—
Class A		(1,881,735	)		—
Class B		(247,484	)		—
Class C		(1,580,374	)		—
Class I		(493,434	)		—


Total distributions to shareholders	$	(82,971,901	)	$	(65,234,401	)


Transactions in shares of beneficial interest —
Proceeds from sale of shares
Advisers Class	$	46,929,101		$	14,293,240
Class A		330,547,619			40,242,694
Class B		11,985,939			6,146,819
Class C		135,319,504			57,511,710
Class I		271,293,844			48,639,847
Net asset value of shares issued to shareholders in payment of distributions declared
Advisers Class		2,149,861			1,615,526
Class A		24,932,344			17,754,305
Class B		2,861,184			3,588,530
Class C		22,303,151			19,955,541
Class I		4,659,962			1,061,130
Cost of shares redeemed
Advisers Class		(35,194,696	)		(11,955,686	)
Class A		(211,406,535	)		(83,515,835	)
Class B		(20,252,915	)		(25,000,461	)
Class C		(106,777,255	)		(86,692,486	)
Class I		(158,777,472	)		(14,360,701	)
Net asset value of shares exchanged
Class A		11,323,300			13,179,521
Class B		(11,323,300	)		(13,179,521	)
Redemption fees		2,375			50,370


Net increase (decrease) in net assets from Fund share transactions	$	320,576,011		$	(10,665,457	)



Net increase in net assets	$	298,755,627		$	86,502,638





Net Assets

At beginning of year	$	1,345,305,375		$	1,258,802,737


At end of year	$	1,644,061,002		$	1,345,305,375





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

At end of year	$	(2,023,263	)	$	5,427,149

See Notes to Financial Statements.

Eaton Vance

Floating-Rate Advantage Fund

October 31, 2011

Financial Highlights


	Advisers Class

	Year Ended October 31,
										Period Ended
	2011			2010			2009			October 31, 2008⁽¹⁾

Net asset value — Beginning of period	$	10.690		$	9.910		$	7.620		$	10.000





Income (Loss) From Operations

Net investment income⁽²⁾	$	0.526		$	0.487		$	0.435		$	0.395
Net realized and unrealized gain (loss)		0.010	⁽³⁾		0.834			2.289			(2.405	)


Total income (loss) from operations	$	0.536		$	1.321		$	2.724		$	(2.010	)





Less Distributions

From net investment income	$	(0.536	)	$	(0.541	)	$	(0.434	)	$	(0.330	)
From net realized gain		—			—			—			(0.040	)
Tax return of capital		(0.030	)		—			—			—


Total distributions	$	(0.566	)	$	(0.541	)	$	(0.434	)	$	(0.370	)



Redemption fees⁽²⁾	$	0.000	⁽⁴⁾	$	0.000	⁽⁴⁾	$	0.000	⁽⁴⁾	$	—



Net asset value — End of period	$	10.660		$	10.690		$	9.910		$	7.620



Total Return⁽⁵⁾		5.07	%		13.65	%		37.38	%		(20.84	)%⁽⁶⁾





Ratios/Supplemental Data

Net assets, end of period (000’s omitted)	$	53,729		$	40,841		$	34,173		$	27,960
Ratios (as a percentage of average daily net assets):
Expenses excluding interest and fees⁽⁷⁾⁽⁸⁾		1.10	%		1.18	%		1.29	%		1.17	%⁽⁹⁾
Interest and fee expense⁽⁷⁾		0.39	%		0.56	%		1.32	%		0.96	%⁽⁹⁾
Total expenses⁽⁷⁾		1.49	%		1.74	%		2.61	%		2.13	%⁽⁹⁾
Net investment income		4.86	%		4.69	%		5.36	%		6.25	%⁽⁹⁾
Portfolio Turnover of the Portfolio		59	%		37	%		32	%		7	%⁽¹⁰⁾


⁽¹⁾		Class commenced operations on March 15, 2008.
⁽²⁾		Computed using average shares outstanding.
⁽³⁾		The per share amount is not in accord with the net realized and unrealized loss for the period because of the timing of sales of Fund shares and the amount of the per share realized and unrealized gains and losses at such time.
⁽⁴⁾		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.
⁽⁶⁾		Not annualized.
⁽⁷⁾		Includes the Fund’s share of the Portfolio’s allocated expenses.
⁽⁸⁾		Excludes the effect of custody fee credits, if any, of less than 0.005%.
⁽⁹⁾		Annualized.
⁽¹⁰⁾		For the Portfolio’s year ended October 31, 2008.

See Notes to Financial Statements.

Eaton Vance

Floating-Rate Advantage Fund

October 31, 2011

Financial Highlights — continued


	Class A

	Year Ended October 31,
										Period Ended
	2011			2010			2009			October 31, 2008⁽¹⁾

Net asset value — Beginning of period	$	10.690		$	9.910		$	7.610		$	10.000





Income (Loss) From Operations

Net investment income⁽²⁾	$	0.527		$	0.488		$	0.439		$	0.388
Net realized and unrealized gain (loss)		0.009	⁽³⁾		0.833			2.294			(2.408	)


Total income (loss) from operations	$	0.536		$	1.321		$	2.733		$	(2.020	)





Less Distributions

From net investment income	$	(0.536	)	$	(0.541	)	$	(0.433	)	$	(0.330	)
Tax return of capital		(0.030	)		—			—			(0.040	)


Total distributions	$	(0.566	)	$	(0.541	)	$	(0.433	)	$	(0.370	)



Redemption fees⁽²⁾	$	0.000	⁽⁴⁾	$	0.000	⁽⁴⁾	$	0.000	⁽⁴⁾	$	—



Net asset value — End of period	$	10.660		$	10.690		$	9.910		$	7.610



Total Return⁽⁵⁾		5.07	%		13.64	%		37.56	%		(20.94	)%⁽⁶⁾





Ratios/Supplemental Data

Net assets, end of period (000’s omitted)	$	702,127		$	556,631		$	528,054		$	444,144
Ratios (as a percentage of average daily net assets):
Expenses excluding interest and fees⁽⁷⁾⁽⁸⁾		1.10	%		1.18	%		1.29	%		1.16	%⁽⁹⁾
Interest and fee expense⁽⁷⁾		0.39	%		0.56	%		1.32	%		0.97	%⁽⁹⁾
Total expenses⁽⁷⁾		1.49	%		1.74	%		2.61	%		2.13	%⁽⁹⁾
Net investment income		4.88	%		4.71	%		5.42	%		6.23	%⁽⁹⁾
Portfolio Turnover of the Portfolio		59	%		37	%		32	%		7	%⁽¹⁰⁾


⁽¹⁾		Class commenced operations on March 17, 2008.
⁽²⁾		Computed using average shares outstanding.
⁽³⁾		The per share amount is not in accord with the net realized and unrealized loss for the period because of the timing of sales of Fund shares and the amount of the per share realized and unrealized gains and losses at such time.
⁽⁴⁾		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 Portfolio’s allocated expenses.
⁽⁸⁾		Excludes the effect of custody fee credits, if any, of less than 0.005%.
⁽⁹⁾		Annualized.
⁽¹⁰⁾		For the Portfolio’s year ended October 31, 2008.

See Notes to Financial Statements.

Eaton Vance

Floating-Rate Advantage Fund

October 31, 2011

Financial Highlights — continued


	Class B⁽¹⁾

	Year Ended October 31,
																Year Ended
	2011			2010			2009			2008			2007⁽²⁾			November 30, 2006

Net asset value — Beginning of period	$	10.710		$	9.930		$	7.630		$	11.180		$	11.500		$	11.500





Income (Loss) From Operations

Net investment income⁽³⁾	$	0.489		$	0.452		$	0.426		$	0.662		$	0.670		$	0.667
Net realized and unrealized gain (loss)		0.009	⁽⁴⁾		0.834			2.279			(3.601	)		(0.307	)		0.008


Total income (loss) from operations	$	0.498		$	1.286		$	2.705		$	(2.939	)	$	0.363		$	0.675





Less Distributions

From net investment income	$	(0.500	)	$	(0.506	)	$	(0.405	)	$	(0.545	)	$	(0.683	)	$	(0.675	)
Tax return of capital		(0.028	)		—			—			(0.066	)		—			—


Total distributions	$	(0.528	)	$	(0.506	)	$	(0.405	)	$	(0.611	)	$	(0.683	)	$	(0.675	)



Redemption fees⁽³⁾	$	0.000	⁽⁵⁾	$	0.000	⁽⁵⁾	$	0.000	⁽⁵⁾	$	—		$	—		$	—



Net asset value — End of period	$	10.680		$	10.710		$	9.930		$	7.630		$	11.180		$	11.500



Total Return⁽⁶⁾		4.70	%		13.23	%		36.99	%		(27.45	)%		3.23	%⁽⁷⁾		6.02	%





Ratios/Supplemental Data

Net assets, end of period (000’s omitted)	$	84,483		$	101,395		$	121,236		$	151,321		$	1,158,834		$	1,273,866
Ratios (as a percentage of average daily net assets):
Expenses excluding interest and fees⁽⁸⁾⁽⁹⁾		1.45	%		1.53	%		1.64	%		1.51	%		1.40	%⁽¹⁰⁾		1.32	%
Interest and fee expense⁽⁸⁾		0.39	%		0.56	%		1.32	%		1.02	%		0.70	%⁽¹⁰⁾		0.01	%
Total expenses⁽⁸⁾		1.84	%		2.09	%		2.96	%		2.53	%		2.10	%⁽¹⁰⁾		1.33	%
Net investment income		4.52	%		4.36	%		5.34	%		6.37	%		6.39	%⁽¹⁰⁾		5.79	%
Portfolio Turnover of the Portfolio		59	%		37	%		32	%		7	%		55	%⁽⁷⁾		51	%


⁽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⁾		The per share amount is not in accord with the net realized and unrealized 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⁾		Rounds to less than $0.001.
⁽⁶⁾		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.
⁽⁷⁾		Not annualized.
⁽⁸⁾		Includes the Fund’s share of the Portfolio’s allocated expenses.
⁽⁹⁾		Excludes the effect of custody fee credits, if any, of less than 0.005%.
⁽¹⁰⁾		Annualized.

See Notes to Financial Statements.

Eaton Vance

Floating-Rate Advantage Fund

October 31, 2011

Financial Highlights — continued


	Class C

	Year Ended October 31,
										Period Ended
	2011			2010			2009			October 31, 2008⁽¹⁾

Net asset value — Beginning of period	$	10.680		$	9.900		$	7.620		$	10.000





Income (Loss) From Operations

Net investment income⁽²⁾	$	0.472		$	0.435		$	0.399		$	0.362
Net realized and unrealized gain (loss)		0.004	⁽³⁾		0.840			2.280			(2.400	)


Total income (loss) from operations	$	0.476		$	1.275		$	2.679		$	(2.038	)





Less Distributions

From net investment income	$	(0.489	)	$	(0.495	)	$	(0.399	)	$	(0.305	)
Tax return of capital		(0.027	)		—			—			(0.037	)


Total distributions	$	(0.516	)	$	(0.495	)	$	(0.399	)	$	(0.342	)



Redemption fees⁽²⁾	$	0.000	⁽⁴⁾	$	0.000	⁽⁴⁾	$	0.000	⁽⁴⁾	$	—



Net asset value — End of period	$	10.640		$	10.680		$	9.900		$	7.620



Total Return⁽⁵⁾		4.50	%		13.16	%		36.67	%		(21.06	)%⁽⁶⁾





Ratios/Supplemental Data

Net assets, end of period (000’s omitted)	$	629,929		$	583,683		$	550,652		$	484,551
Ratios (as a percentage of average daily net assets):
Expenses excluding interest and fees⁽⁷⁾⁽⁸⁾		1.60	%		1.68	%		1.79	%		1.68	%⁽⁹⁾
Interest and fee expense⁽⁷⁾		0.39	%		0.56	%		1.32	%		0.96	%⁽⁹⁾
Total expenses⁽⁷⁾		1.99	%		2.24	%		3.11	%		2.64	%⁽⁹⁾
Net investment income		4.37	%		4.21	%		4.95	%		5.74	%⁽⁹⁾
Portfolio Turnover of the Portfolio		59	%		37	%		32	%		7	%⁽¹⁰⁾


⁽¹⁾		Class commenced operations on March 15, 2008.
⁽²⁾		Computed using average shares outstanding.
⁽³⁾		The per share amount is not in accord with the net realized and unrealized loss for the period because of the timing of sales of Fund shares and the amount of the per share realized and unrealized gains and losses at such time.
⁽⁴⁾		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 Portfolio’s allocated expenses.
⁽⁸⁾		Excludes the effect of custody fee credits, if any, of less than 0.005%.
⁽⁹⁾		Annualized.
⁽¹⁰⁾		For the Portfolio’s year ended October 31, 2008.

See Notes to Financial Statements.

Eaton Vance

Floating-Rate Advantage Fund

October 31, 2011

Financial Highlights — continued


	Class I

	Year Ended October 31,
										Period Ended
	2011			2010			2009			October 31, 2008⁽¹⁾

Net asset value — Beginning of period	$	10.690		$	9.910		$	7.620		$	10.000





Income (Loss) From Operations

Net investment income⁽²⁾	$	0.554		$	0.513		$	0.461		$	0.412
Net realized and unrealized gain (loss)		0.008	⁽³⁾		0.833			2.282			(2.407	)


Total income (loss) from operations	$	0.562		$	1.346		$	2.743		$	(1.995	)





Less Distributions

From net investment income	$	(0.561	)	$	(0.566	)	$	(0.453	)	$	(0.344	)
Tax return of capital		(0.031	)		—			—			(0.041	)


Total distributions	$	(0.592	)	$	(0.566	)	$	(0.453	)	$	(0.385	)



Redemption fees⁽²⁾	$	0.000	⁽⁴⁾	$	0.000	⁽⁴⁾	$	0.000	⁽⁴⁾	$	—



Net asset value — End of period	$	10.660		$	10.690		$	9.910		$	7.620



Total Return⁽⁵⁾		5.33	%		13.91	%		37.70	%		(20.71	)%⁽⁶⁾





Ratios/Supplemental Data

Net assets, end of period (000’s omitted)	$	173,792		$	62,755		$	24,688		$	13,515
Ratios (as a percentage of average daily net assets):
Expenses excluding interest and fees⁽⁷⁾⁽⁸⁾		0.85	%		0.93	%		1.04	%		0.92	%⁽⁹⁾
Interest and fee expense⁽⁷⁾		0.39	%		0.56	%		1.32	%		0.96	%⁽⁹⁾
Total expenses⁽⁷⁾		1.24	%		1.49	%		2.36	%		1.88	%⁽⁹⁾
Net investment income		5.12	%		4.94	%		5.65	%		6.51	%⁽⁹⁾
Portfolio Turnover of the Portfolio		59	%		37	%		32	%		7	%⁽¹⁰⁾


⁽¹⁾		Class commenced operations on March 15, 2008.
⁽²⁾		Computed using average shares outstanding.
⁽³⁾		The per share amount is not in accord with the net realized and unrealized loss for the period because of the timing of sales of Fund shares and the amount of the per share realized and unrealized gains and losses at such time.
⁽⁴⁾		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.
⁽⁶⁾		Not annualized.
⁽⁷⁾		Includes the Fund’s share of the Portfolio’s allocated expenses.
⁽⁸⁾		Excludes the effect of custody fee credits, if any, of less than 0.005%.
⁽⁹⁾		Annualized.
⁽¹⁰⁾		For the Portfolio’s year ended October 31, 2008.

See Notes to Financial Statements.

Eaton Vance

Floating-Rate Advantage Fund

October 31, 2011

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. Beginning on January 1, 2012, Class B shares are only available for purchase upon exchange from another Eaton Vance fund or through reinvestment of distributions. 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, 2011). 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, 2011, the Fund, for federal income tax purposes, had a capital loss carryforward of $220,034,786 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, 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), October 31, 2018 ($28,308,325) and October 31, 2019 ($637,434). In addition, such capital loss carryforward cannot be utilized prior to the utilization of new capital losses, if any, created after October 31, 2011.

As of October 31, 2011, 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, 2011 remains subject to examination by the Internal Revenue Service.

Eaton Vance

Floating-Rate Advantage Fund

October 31, 2011

Notes to Financial Statements — continued

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, 2011 and October 31, 2010 was as follows:


	Year Ended October 31,

	2011		2010


Distributions declared from:
Ordinary income	$	78,612,866	$	65,234,401
Tax return of capital	$	4,359,035	$	—

During the year ended October 31, 2011, accumulated undistributed net investment income was decreased by $6,415,422, accumulated net realized loss was decreased by $94,759,359 and paid-in capital was decreased by $88,343,937 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, 2011, the components of distributable earnings (accumulated losses) and unrealized appreciation (depreciation) on a tax basis were as follows:




Capital loss carryforward	$	(220,034,786	)
Net unrealized depreciation	$	(36,986,938	)
Other temporary differences	$	(1,925,692	)

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, 2011, the administration fee amounted to $1,653,458. 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, 2011, EVM earned $64,768 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 $58,749 as its portion of the sales charge on sales of Class A shares for the year ended October 31, 2011. 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 Advantage Fund

October 31, 2011

Notes to Financial Statements — continued

4 Distribution Plans

The Fund has in effect a distribution plan for Advisers Class shares and Class A shares (Advisers/Class A Plan) pursuant to Rule 12b-1 under the 1940 Act. Pursuant to the Advisers/Class A Plan, the Fund pays 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, 2011 amounted to $144,325 for Advisers Class shares and $1,728,567 for Class A shares.

Pursuant to the Class B and Class C Plans, the Fund also makes payments of service fees to EVD, financial intermediaries and other persons in amounts equal to 0.20% and 0.15% per annum of its average daily net assets attributable to Class B and Class C shares, respectively. Although there is no present intention to do so, Class C shares could pay service fees of up to 0.25% annually upon Trustee approval. 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, 2011 amounted to $192,839 and $946,829 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, 2011, the Fund was informed that EVD received approximately $9,000, $30,000 and $78,000 of CDSCs paid by Class A, Class B and Class C shareholders, respectively.

6 Investment Transactions

For the year ended October 31, 2011, increases and decreases in the Fund’s investment in the Portfolio aggregated $494,343,350 and $267,752,684, respectively.

7 Shares of Beneficial Interest


	Year Ended October 31,

Advisers Class	2011			2010


Sales		4,295,195			1,365,208
Issued to shareholders electing to receive payments of distributions in Fund shares		198,903			156,185
Redemptions		(3,273,947	)		(1,149,338	)



Net increase		1,220,151			372,055

Eaton Vance

Floating-Rate Advantage Fund

October 31, 2011

Notes to Financial Statements — continued


	Year Ended October 31,

Class A	2011			2010


Sales		30,258,632			3,846,441
Issued to shareholders electing to receive payments of distributions in Fund shares		2,311,019			1,715,247
Redemptions		(19,831,355	)		(8,063,481	)
Exchange from Class B shares		1,051,208			1,279,858



Net increase (decrease)		13,789,504			(1,221,935	)





	Year Ended October 31,

Class B	2011			2010


Sales		1,098,623			589,635
Issued to shareholders electing to receive payments of distributions in Fund shares		264,349			346,647
Redemptions		(1,872,774	)		(2,404,614	)
Exchange to Class A shares		(1,048,266	)		(1,277,877	)



Net decrease		(1,558,068	)		(2,746,209	)





	Year Ended October 31,

Class C	2011			2010


Sales		12,408,772			5,520,744
Issued to shareholders electing to receive payments of distributions in Fund shares		2,069,786			1,930,248
Redemptions		(9,957,741	)		(8,387,937	)



Net increase (decrease)		4,520,817			(936,945	)





	Year Ended October 31,

Class I	2011			2010


Sales		24,833,469			4,661,270
Issued to shareholders electing to receive payments of distributions in Fund shares		431,541			101,769
Redemptions		(14,834,201	)		(1,384,046	)



Net increase		10,430,809			3,378,993

For the years ended October 31, 2011 and October 31, 2010, the Fund received $2,375 and $50,370, respectively, in redemption fees.

Eaton Vance

Floating-Rate Advantage Fund

October 31, 2011

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, 2011, 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, 2011, 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 22, 2011

Eaton Vance

Floating-Rate Advantage Fund

October 31, 2011

Federal Tax Information (Unaudited)

Senior Debt Portfolio

October 31, 2011

Portfolio of Investments


Senior Floating-Rate Interests — 123.4%⁽¹⁾

		Principal
		Amount*
Borrower/Tranche Description		(000’s omitted)		Value



Aerospace and Defense — 2.5%

Booz Allen Hamilton, Inc.
Term Loan, 4.00%, Maturing August 3, 2017			4,103	$	4,109,557
DAE Aviation Holdings, Inc.
Term Loan, 5.43%, Maturing July 31, 2014			4,707		4,577,626
Term Loan, 5.43%, Maturing July 31, 2014			6,352		6,177,089
Ducommun, Inc.
Term Loan, 5.50%, Maturing June 28, 2017			1,546		1,538,394
Dundee Holdco 4, Ltd.
Term Loan, 4.25%, Maturing May 15, 2015			1,294		1,069,413
Term Loan, 4.71%, Maturing July 13, 2015	GBP		574		759,560
Term Loan, 5.21%, Maturing July 13, 2015	GBP		574		759,560
Term Loan, 4.75%, Maturing May 13, 2016			1,294		1,069,413
IAP Worldwide Services, Inc.
Term Loan, 9.25%, Maturing December 28, 2012			5,388		5,280,375
Spirit AeroSystems, Inc.
Term Loan, 3.49%, Maturing September 30, 2016			1,286		1,284,053
TASC, Inc.
Term Loan, 4.50%, Maturing December 18, 2015			4,182		4,171,624
TransDigm, Inc.
Term Loan, 4.00%, Maturing February 14, 2017			4,781		4,772,366
Wesco Aircraft Hardware Corp.
Term Loan, 3.25%, Maturing April 7, 2016			2,639		2,632,427
Term Loan, 4.25%, Maturing April 7, 2017			1,034		1,036,848
Wyle Services Corp.
Term Loan, 5.75%, Maturing March 27, 2017			1,876		1,837,096


				$	41,075,401




Air Transport — 0.4%

Evergreen International Aviation, Inc.
Term Loan, 11.50%, Maturing July 5, 2015			2,575	$	2,472,000
Orbitz Worldwide, Inc.
Term Loan, 3.31%, Maturing July 25, 2014			4,495		3,913,707


				$	6,385,707




Automotive — 6.3%

Allison Transmission, Inc.
Term Loan, 2.75%, Maturing August 7, 2014			15,434	$	14,977,562
Autoparts Holdings, Ltd.
Term Loan, 6.50%, Maturing July 28, 2017			1,225		1,226,531
Chrysler Group, LLC
Term Loan, 6.00%, Maturing May 24, 2017			13,373		12,673,462
Delphi Corp.
Term Loan, 3.50%, Maturing March 31, 2017			1,581		1,580,573
Federal-Mogul Corp.
Term Loan, 2.18%, Maturing December 29, 2014			9,645		9,144,296
Term Loan, 2.18%, Maturing December 28, 2015			5,836		5,533,264
Financiere Truck (Investissement)
Term Loan, 1.70%, Maturing February 15, 2013⁽²⁾⁽³⁾	GBP		964		1,444,725
Term Loan, 3.74%, Maturing February 15, 2013	EUR		605		779,958
Goodyear Tire & Rubber Co.
Term Loan - Second Lien, 1.93%, Maturing April 30, 2014			18,799		18,399,808
HHI Holdings, LLC
Term Loan, 7.00%, Maturing March 21, 2017			1,343		1,326,459
Metaldyne, LLC
Term Loan, 5.25%, Maturing May 18, 2017			6,323		6,267,922
Remy International, Inc.
Term Loan, 6.25%, Maturing December 16, 2016			2,481		2,447,133
SRAM, LLC
Term Loan, 4.76%, Maturing June 7, 2018			3,761		3,742,105
Term Loan - Second Lien, 8.50%, Maturing December 7, 2018			2,000		2,010,000
Tenneco, Inc.
Term Loan, 5.24%, Maturing March 17, 2014			3,125		3,031,250
TI Automotive, Ltd.
Term Loan, 9.50%, Maturing July 29, 2016			990		992,475
Tomkins, LLC
Term Loan, 4.25%, Maturing September 21, 2016			7,910		7,908,546
TriMas Corp.
Term Loan, 4.25%, Maturing June 21, 2017			3,042		2,985,330
UCI International, Inc.
Term Loan, 5.50%, Maturing July 26, 2017			965		970,020
Veyance Technologies, Inc.
Term Loan, 2.75%, Maturing July 31, 2014			816		740,580
Term Loan, 2.75%, Maturing July 31, 2014			5,698		5,170,594
Term Loan - Second Lien, 6.00%, Maturing July 31, 2015			1,000		845,000


				$	104,197,593




Beverage and Tobacco — 0.1%

Culligan International Co.
Term Loan - Second Lien, 6.11%, Maturing April 1, 2013	EUR		1,400	$	484,295

See Notes to Financial Statements.

Senior Debt Portfolio

October 31, 2011

Portfolio of Investments — continued


		Principal
		Amount*
Borrower/Tranche Description		(000’s omitted)		Value


Beverage and Tobacco (continued)


Maine Beverage Co., LLC
Term Loan, 2.12%, Maturing March 31, 2013			509	$	488,571


				$	972,866




Building and Development — 2.5%

401 North Wabash Venture, LLC
Term Loan, 6.80%, Maturing July 27, 2012⁽³⁾			4,444	$	3,733,107
Armstrong World Industries, Inc.
Term Loan, 4.00%, Maturing March 9, 2018			3,433		3,404,859
Beacon Sales Acquisition, Inc.
Term Loan, 2.33%, Maturing September 30, 2013			1,675		1,615,380
Forestar Real Estate Group, Inc.
Revolving Loan, 0.49%, Maturing August 6, 2013⁽²⁾			666		626,180
Term Loan, 6.50%, Maturing August 6, 2015			6,106		5,861,886
Goodman Global Holdings, Inc.
Term Loan, 5.75%, Maturing October 28, 2016			3,677		3,682,700
Materis SAS
Term Loan, 3.74%, Maturing April 27, 2014	EUR		799		977,292
Term Loan, 4.12%, Maturing April 27, 2015	EUR		869		1,062,087
Monier Group GmbH
Term Loan, 3.25%, Maturing March 16, 2015⁽³⁾			6		4,871
Term Loan, 5.00%, Maturing April 16, 2015⁽³⁾	EUR		5		6,821
NCI Building Systems, Inc.
Term Loan, 8.00%, Maturing April 18, 2014			973		947,650
Panolam Industries International, Inc.
Term Loan, 8.25%, Maturing December 31, 2013			3,015		2,750,212
RE/MAX International, Inc.
Term Loan, 5.50%, Maturing April 15, 2016			4,087		4,066,147
Realogy Corp.
Term Loan, 3.19%, Maturing October 10, 2013			179		168,058
Term Loan, 3.27%, Maturing October 10, 2013			2,517		2,358,662
South Edge, LLC
Term Loan, 0.00%, Maturing October 31, 2009⁽⁴⁾			4,475		4,240,063
WCI Communities, Inc.
Term Loan, 10.01%, Maturing September 2, 2016⁽³⁾			1,275		1,245,521
Woodlands Land Development Co. LP (The)
Term Loan, 5.00%, Maturing March 7, 2014			5,000		4,900,000


				$	41,651,496




Business Equipment and Services — 11.0%

Acosta, Inc.
Term Loan, 4.75%, Maturing March 1, 2018			7,662	$	7,584,885
Advantage Sales & Marketing, Inc.
Term Loan, 5.25%, Maturing December 18, 2017			8,581		8,452,673
Affinion Group, Inc.
Term Loan, 5.00%, Maturing October 10, 2016			11,944		11,032,889
Allied Security Holdings, LLC
Term Loan, 5.00%, Maturing February 3, 2017			1,393		1,386,035
Altegrity, Inc.
Term Loan, 7.75%, Maturing February 20, 2015			1,673		1,652,195
Term Loan, 2.99%, Maturing February 21, 2015			1,540		1,424,236
Audatex North America, Inc.
Term Loan, 2.13%, Maturing May 16, 2014			2,529		2,525,545
BAR/BRI Review Courses, Inc.
Term Loan, 6.00%, Maturing June 16, 2017			2,125		2,082,500
Brand Energy and Infrastructure Services, Inc.
Term Loan, 2.63%, Maturing February 7, 2014			992		803,774
Term Loan, 3.63%, Maturing February 7, 2014			1,075		891,904
Brickman Group Holdings, Inc.
Term Loan, 7.25%, Maturing October 14, 2016			2,581		2,580,500
Brock Holdings III, Inc.
Term Loan, 6.00%, Maturing March 16, 2017			2,985		2,850,675
ClientLogic Corp.
Term Loan, 7.14%, Maturing January 30, 2017			3,293		3,000,604
DynCorp International, LLC
Term Loan, 6.25%, Maturing July 5, 2016			2,523		2,496,059
Endurance International Group, Inc. (The)
Term Loan, 8.00%, Maturing October 3, 2016			2,275		2,240,875
Go Daddy Group, Inc. (The)
Term Loan, Maturing September 29, 2017⁽⁵⁾			4,000		4,002,500
IMS Health, Inc.
Term Loan, 4.50%, Maturing August 25, 2017			4,074		4,073,856
KAR Auction Services, Inc.
Term Loan, 5.00%, Maturing May 19, 2017			6,758		6,758,063
Kronos, Inc.
Term Loan, 2.12%, Maturing June 11, 2014			2,434		2,329,918
Term Loan, 6.12%, Maturing June 11, 2015			2,500		2,343,750
Language Line, LLC
Term Loan, 6.25%, Maturing June 20, 2016			4,795		4,758,724
Meritas, LLC
Term Loan, 7.50%, Maturing July 28, 2017			2,340		2,304,900
Mitchell International, Inc.
Term Loan - Second Lien, 5.63%, Maturing March 30, 2015			1,000		940,000
MSCI, Inc.
Term Loan, 3.75%, Maturing March 14, 2017			6,777		6,852,910
N.E.W. Holdings I, LLC
Term Loan, 6.00%, Maturing March 23, 2016			3,712		3,632,061

See Notes to Financial Statements.

Senior Debt Portfolio

October 31, 2011

Portfolio of Investments — continued


		Principal
		Amount*
Borrower/Tranche Description		(000’s omitted)		Value


Business Equipment and Services (continued)


National CineMedia, LLC
Term Loan, 1.84%, Maturing February 13, 2015			1,048	$	1,018,575
Protection One Alarm Monitoring, Inc.
Term Loan, 6.00%, Maturing June 4, 2016			3,533		3,506,216
Quantum Corp.
Term Loan, 3.83%, Maturing July 14, 2014			245		239,019
Quintiles Transnational Corp.
Term Loan, 5.00%, Maturing June 8, 2018			12,419		12,310,210
Res-Care, Inc.
Term Loan, 7.25%, Maturing December 22, 2016			3,846		3,730,499
Sabre, Inc.
Term Loan, 2.30%, Maturing September 30, 2014			12,628		11,110,612
Sensus USA, Inc.
Term Loan, 4.75%, Maturing May 9, 2017			1,940		1,911,146
Term Loan - Second Lien, 8.50%, Maturing May 9, 2018			2,000		1,940,000
Softlayer Technologies, Inc.
Term Loan, 7.25%, Maturing November 5, 2016			1,414		1,364,812
SunGard Data Systems, Inc.
Term Loan, 1.99%, Maturing February 28, 2014			1,594		1,574,693
Term Loan, 3.74%, Maturing February 28, 2014			2,698		2,675,070
Term Loan, 3.90%, Maturing February 26, 2016			19,718		19,545,335
SymphonyIRI Group, Inc.
Term Loan, 5.00%, Maturing December 1, 2017			923		912,307
Total Safety U.S., Inc.
Term Loan, 7.50%, Maturing October 31, 2017			550		528,000
Transaction Network Service, Inc.
Term Loan, 6.00%, Maturing November 18, 2015			898		891,738
TransUnion, LLC
Term Loan, 4.75%, Maturing February 12, 2018			8,408		8,355,202
Travelport, LLC
Term Loan, 4.87%, Maturing August 21, 2015			2,922		2,551,970
Term Loan, 4.87%, Maturing August 21, 2015			5,549		4,845,246
Term Loan, 4.87%, Maturing August 21, 2015			4,111		3,590,052
Term Loan, 6.05%, Maturing August 21, 2015	EUR		740		878,347
U.S. Security Holdings, Inc.
Term Loan, 1.50%, Maturing July 28, 2017⁽²⁾			350		345,193
Term Loan, 6.00%, Maturing July 28, 2017			1,800		1,772,557
West Corp.
Term Loan, 4.61%, Maturing July 15, 2016			5,174		5,139,090
Term Loan, 4.63%, Maturing July 15, 2016			1,818		1,807,104


				$	181,545,024




Cable and Satellite Television — 5.1%

Atlantic Broadband Finance, LLC
Term Loan, 4.00%, Maturing March 8, 2016			2,879	$	2,835,662
BBHI Acquisition, LLC
Term Loan, 4.50%, Maturing December 14, 2017			2,754		2,740,417
Cequel Communications, LLC
Term Loan, 2.24%, Maturing November 5, 2013			12,780		12,620,723
Charter Communications Operating, LLC
Term Loan, 3.62%, Maturing September 6, 2016			3,467		3,449,899
Crown Media Holdings, Inc.
Term Loan, 5.75%, Maturing July 14, 2018			1,521		1,505,976
CSC Holdings, Inc.
Term Loan, 3.24%, Maturing March 29, 2016			7,097		7,044,106
Insight Midwest Holdings, LLC
Term Loan, 1.99%, Maturing April 7, 2014			6,883		6,830,012
Lavena Holdings 4 GmbH
Term Loan, 4.20%, Maturing March 6, 2015	EUR		967		1,139,260
Term Loan, 4.45%, Maturing March 4, 2016	EUR		967		1,139,260
MCC Iowa, LLC
Term Loan, 1.95%, Maturing January 30, 2015			1,872		1,778,215
Mediacom Broadband, LLC
Term Loan, 4.50%, Maturing October 23, 2017			3,333		3,278,654
Mediacom Illinois, LLC
Term Loan, 1.95%, Maturing January 30, 2015			5,740		5,431,553
Mediacom, LLC
Term Loan, 4.50%, Maturing October 23, 2017			2,891		2,815,749
NDS Finance, Ltd.
Term Loan, 4.00%, Maturing March 12, 2018			5,995		5,897,458
UPC Broadband Holding B.V.
Term Loan, 5.11%, Maturing December 31, 2016	EUR		9,221		12,276,369
Term Loan, 5.36%, Maturing December 31, 2017	EUR		1,560		2,087,885
UPC Financing Partnership
Term Loan, 3.87%, Maturing December 30, 2016			453		439,650
Term Loan, 3.74%, Maturing December 29, 2017			1,593		1,541,016
Term Loan, Maturing December 31, 2017⁽⁵⁾			1,000		992,500
YPSO Holding SA
Term Loan, 4.87%, Maturing June 6, 2016⁽³⁾	EUR		934		1,100,062
Term Loan, 4.87%, Maturing June 6, 2016⁽³⁾	EUR		1,523		1,794,838
Term Loan, 4.87%, Maturing June 6, 2016⁽³⁾	EUR		3,185		3,752,730
Term Loan, 5.62%, Maturing December 29, 2017⁽³⁾	EUR		966		1,138,248


				$	83,630,242




Chemicals and Plastics — 5.0%

Arizona Chemical, Inc.
Term Loan, 4.75%, Maturing November 21, 2016			725	$	725,933
Ashland, Inc.
Term Loan, 3.75%, Maturing August 23, 2018			2,375		2,388,853

See Notes to Financial Statements.

Senior Debt Portfolio

October 31, 2011

Portfolio of Investments — continued


		Principal
		Amount*
Borrower/Tranche Description		(000’s omitted)		Value


Chemicals and Plastics (continued)


Chemtura Corp.
Term Loan, 5.50%, Maturing August 27, 2016			2,600	$	2,611,375
General Chemical Corp.
Term Loan, 5.00%, Maturing October 6, 2015			1,225		1,217,190
Houghton International, Inc.
Term Loan, 6.75%, Maturing January 29, 2016			1,981		1,986,378
Huntsman International, LLC
Term Loan, 1.83%, Maturing April 21, 2014			504		495,262
Term Loan, 2.80%, Maturing April 19, 2017			3,538		3,427,395
Ineos US Finance, LLC
Term Loan, 7.50%, Maturing December 16, 2013			4,117		4,235,308
Term Loan, 8.00%, Maturing December 16, 2014			4,235		4,356,623
Momentive Performance Materials, Inc. (Nautilus)
Term Loan, 3.75%, Maturing May 5, 2015			8,094		7,662,225
Term Loan, 4.87%, Maturing May 5, 2015	EUR		2,828		3,614,390
Momentive Specialty Chemicals, Inc.
Term Loan, Maturing May 6, 2013⁽⁵⁾			163		157,852
Term Loan, Maturing May 6, 2013⁽⁵⁾			399		383,139
Term Loan, Maturing May 6, 2013⁽⁵⁾			938		899,801
Term Loan, 4.00%, Maturing May 5, 2015			2,990		2,860,568
Term Loan, 4.13%, Maturing May 5, 2015			1,344		1,286,158
Term Loan, 4.13%, Maturing May 5, 2015			3,830		3,619,350
Term Loan, 5.29%, Maturing May 5, 2015	EUR		722		933,586
Nalco Co.
Term Loan, 4.50%, Maturing October 5, 2017			3,044		3,047,580
Norit NV
Term Loan, 6.75%, Maturing July 7, 2017			3,650		3,558,750
OM Group, Inc.
Term Loan, 5.75%, Maturing August 2, 2017			1,525		1,528,813
Omnova Solutions, Inc.
Term Loan, 5.75%, Maturing May 31, 2017			2,159		2,139,799
Schoeller Arca Systems Holding
Term Loan, 6.04%, Maturing November 16, 2015	EUR		289		291,965
Term Loan, 6.04%, Maturing November 16, 2015	EUR		824		832,445
Term Loan, 6.04%, Maturing November 16, 2015	EUR		887		895,792
Solutia, Inc.
Revolving Loan, 0.93%, Maturing March 17, 2015⁽²⁾			1,750		1,666,875
Term Loan, 3.50%, Maturing August 1, 2017			3,879		3,891,424
Styron S.A.R.L.
Term Loan, 6.00%, Maturing August 2, 2017			7,047		6,478,606
Univar, Inc.
Term Loan, 5.00%, Maturing June 30, 2017			15,411		15,102,914


				$	82,296,349




Clothing / Textiles — 0.2%

Phillips-Van Heusen Corp.
Term Loan, 4.33%, Maturing February 26, 2016	EUR		1,035	$	1,425,239
Warnaco, Inc.
Term Loan, 3.75%, Maturing June 15, 2018			1,446		1,439,143


				$	2,864,382




Conglomerates — 2.0%

Education Management, LLC
Term Loan, 2.13%, Maturing June 3, 2013			5,516	$	5,246,869
Financiere SPIE S.A.S.
Term Loan, 6.12%, Maturing June 29, 2018	EUR		3,000		3,922,790
Jason, Inc.
Term Loan, 8.25%, Maturing September 21, 2014			577		575,850
Term Loan, 8.25%, Maturing September 22, 2014			230		229,239
Term Loan, 8.50%, Maturing September 22, 2014			575		572,125
Rexnord Corp.
Term Loan, 2.50%, Maturing July 19, 2013			1,046		1,026,257
Term Loan, 2.87%, Maturing July 19, 2013			4,878		4,835,187
RGIS Holdings, LLC
Term Loan, 2.87%, Maturing April 30, 2014			242		229,000
Term Loan, 2.87%, Maturing April 30, 2014			4,834		4,579,992
Spectrum Brands, Inc.
Term Loan, 5.00%, Maturing June 17, 2016			5,175		5,168,656
Walter Energy, Inc.
Term Loan, 4.00%, Maturing April 2, 2018			5,842		5,839,342


				$	32,225,307




Containers and Glass Products — 2.7%

Berry Plastics Corp.
Term Loan, 2.24%, Maturing April 3, 2015			7,964	$	7,599,493
BWAY Corp.
Term Loan, 4.50%, Maturing February 23, 2018			487		483,144
Term Loan, 4.50%, Maturing February 23, 2018			5,483		5,441,847
Consolidated Container Co.
Term Loan, 2.50%, Maturing March 28, 2014			814		762,076
Term Loan - Second Lien, 5.75%, Maturing September 28, 2014			1,500		1,271,250
Graphic Packaging International, Inc.
Term Loan, 2.39%, Maturing May 16, 2014			4,726		4,691,948
Term Loan, 3.14%, Maturing May 16, 2014			1,515		1,517,910
Hilex Poly Co.
Term Loan, 11.25%, Maturing November 16, 2015			1,388		1,359,750
Pelican Products, Inc.
Term Loan, 5.00%, Maturing March 7, 2017			1,712		1,694,942

See Notes to Financial Statements.

Senior Debt Portfolio

October 31, 2011

Portfolio of Investments — continued


		Principal
		Amount*
Borrower/Tranche Description		(000’s omitted)		Value


Containers and Glass Products (continued)


Reynolds Group Holdings, Inc.
Term Loan, 6.50%, Maturing February 9, 2018			11,184	$	11,176,810
Term Loan, 6.50%, Maturing August 9, 2018			8,350		8,329,993
Sealed Air Corp.
Term Loan, 4.75%, Maturing October 3, 2018			748		756,697


				$	45,085,860




Cosmetics / Toiletries — 0.5%

Bausch & Lomb, Inc.
Term Loan, 3.50%, Maturing April 24, 2015			796	$	791,460
Term Loan, 3.59%, Maturing April 24, 2015			3,265		3,247,379
Huish Detergents, Inc.
Term Loan, 2.25%, Maturing April 25, 2014			1,871		1,734,067
Prestige Brands, Inc.
Term Loan, 4.77%, Maturing March 24, 2016			2,977		2,988,158


				$	8,761,064




Drugs — 1.0%

Aptalis Pharma, Inc.
Term Loan, 5.50%, Maturing February 10, 2017			4,938	$	4,780,299
Capsugel Healthcare, Ltd.
Term Loan, 5.25%, Maturing August 1, 2018			2,300		2,308,625
Endo Pharmaceuticals Holdings, Inc.
Term Loan, 4.00%, Maturing June 18, 2018			2,132		2,139,918
Graceway Pharmaceuticals, LLC
Term Loan, 0.00%, Maturing May 3, 2012⁽⁶⁾			1,958		1,157,871
Term Loan - Second Lien, 0.00%, Maturing May 3, 2013⁽⁶⁾			1,000		20,625
Warner Chilcott Corp.
Term Loan, 4.25%, Maturing March 15, 2018			1,402		1,393,573
Term Loan, 4.25%, Maturing March 15, 2018			2,803		2,787,146
WC Luxco S.A.R.L.
Term Loan, 4.25%, Maturing March 15, 2018			1,927		1,916,163


				$	16,504,220




Ecological Services and Equipment — 0.0%⁽⁷⁾

Environmental Systems Products Holdings, Inc.
Term Loan - Second Lien, 13.50%, Maturing September 12, 2014⁽⁸⁾			124	$	110,488


				$	110,488




Electronics / Electrical — 7.7%

Aeroflex, Inc.
Term Loan, 4.25%, Maturing May 9, 2018			1,970	$	1,940,512
Aspect Software, Inc.
Term Loan, 6.25%, Maturing May 6, 2016			5,610		5,637,836
Attachmate Corp.
Term Loan, 6.50%, Maturing April 27, 2017			6,450		6,312,938
Bentley Systems, Inc.
Term Loan, 5.75%, Maturing February 10, 2017			1,489		1,477,584
Cinedigm Digital Funding I, LLC
Term Loan, 5.25%, Maturing April 29, 2016			1,353		1,299,352
CommScope, Inc.
Term Loan, 5.00%, Maturing January 14, 2018			3,682		3,667,694
Dealer Computer Services, Inc.
Term Loan, 2.74%, Maturing April 21, 2016			2,135		2,082,031
Term Loan, 3.75%, Maturing April 20, 2018			5,187		5,179,220
DG FastChannel, Inc.
Term Loan, 5.75%, Maturing July 26, 2018			4,763		4,715,432
Eagle Parent, Inc.
Term Loan, 5.00%, Maturing May 16, 2018			7,506		7,360,755
Edwards (Cayman Island II), Ltd.
Term Loan, 5.50%, Maturing May 31, 2016			2,481		2,330,308
Term Loan, 5.50%, Maturing May 31, 2016			3,077		2,889,582
FCI International S.A.S.
Term Loan, 3.62%, Maturing November 1, 2013			391		383,744
Term Loan, 3.62%, Maturing November 1, 2013			391		383,745
Term Loan, 3.62%, Maturing November 1, 2013			406		398,603
Term Loan, 3.62%, Maturing November 1, 2013			406		398,603
Term Loan, 3.62%, Maturing November 1, 2013			1,573		1,545,608
Freescale Semiconductor, Inc.
Term Loan, 4.49%, Maturing December 1, 2016			10,834		10,454,513
Infogroup, Inc.
Term Loan, 5.75%, Maturing May 22, 2018			2,652		2,526,280
Infor Enterprise Solutions Holdings
Term Loan, 5.75%, Maturing March 3, 2014			500		400,000
Term Loan, 6.00%, Maturing July 28, 2015			4,697		4,447,298
Term Loan, 6.00%, Maturing July 28, 2015			8,979		8,636,691
Term Loan, 6.31%, Maturing July 28, 2015	EUR		1,898		2,442,271
Microsemi Corp.
Term Loan, 5.75%, Maturing February 2, 2018			4,200		4,231,500
NXP B.V.
Term Loan, 4.50%, Maturing March 3, 2017			6,990		6,745,229
Open Solutions, Inc.
Term Loan, 2.55%, Maturing January 23, 2014			5,325		4,595,564
Rovi Solutions Corp.
Term Loan, 4.00%, Maturing February 7, 2018			1,493		1,501,828

See Notes to Financial Statements.

Senior Debt Portfolio

October 31, 2011

Portfolio of Investments — continued


		Principal
		Amount*
Borrower/Tranche Description		(000’s omitted)		Value


Electronics / Electrical (continued)


SafeNet, Inc.
Term Loan, 2.75%, Maturing April 12, 2014			2,903	$	2,789,665
Sensata Technologies Finance Co., LLC
Term Loan, 4.00%, Maturing May 11, 2018			8,404		8,377,675
Serena Software, Inc.
Term Loan, 4.34%, Maturing March 10, 2016			2,708		2,572,334
Shield Finance Co. S.A.R.L.
Term Loan, 7.75%, Maturing June 15, 2016			1,949		1,924,699
SkillSoft Corp.
Term Loan, 6.50%, Maturing May 26, 2017			700		700,000
Term Loan, 6.50%, Maturing May 26, 2017			2,935		2,935,159
Spansion, LLC
Term Loan, 4.75%, Maturing February 9, 2015			1,162		1,157,729
Sunquest Information Systems, Inc.
Term Loan, 6.25%, Maturing December 16, 2016			2,668		2,641,629
Vertafore, Inc.
Term Loan, 5.25%, Maturing July 29, 2016			4,096		4,029,877
Web.com Group, Inc.
Term Loan, Maturing October 27, 2017⁽⁵⁾			5,775		5,186,672


				$	126,300,160




Equipment Leasing — 0.8%

BakerCorp. International, Inc.
Term Loan, 5.00%, Maturing June 1, 2018			3,416	$	3,371,597
Delos Aircraft, Inc.
Term Loan, 7.00%, Maturing March 17, 2016			3,950		3,982,915
International Lease Finance Corp.
Term Loan, 6.75%, Maturing March 17, 2015			5,000		5,048,440


				$	12,402,952




Farming / Agriculture — 0.2%

Earthbound Farm Holdings III, LLC
Term Loan, 5.50%, Maturing December 21, 2016			1,613	$	1,592,652
WM. Bolthouse Farms, Inc.
Term Loan, 5.50%, Maturing February 11, 2016			1,546		1,533,909


				$	3,126,561




Financial Intermediaries — 5.5%

AmWINS Group, Inc.
Term Loan, 4.62%, Maturing June 8, 2013			1,930	$	1,882,016
Asset Acceptance Capital Corp.
Term Loan, 4.12%, Maturing June 5, 2013			882		872,751
CB Richard Ellis Services, Inc.
Term Loan, 3.50%, Maturing March 5, 2018			1,770		1,730,028
Term Loan, 3.74%, Maturing September 4, 2019			2,669		2,608,972
Citco III, Ltd.
Term Loan, 6.25%, Maturing June 29, 2018			4,788		4,656,330
Fifth Third Processing Solutions, LLC
Term Loan, 4.50%, Maturing November 3, 2016			2,881		2,871,709
First Data Corp.
Term Loan, 2.99%, Maturing September 24, 2014			4,274		3,961,450
Term Loan, 2.99%, Maturing September 24, 2014			4,489		4,159,180
Term Loan, 2.99%, Maturing September 24, 2014			7,004		6,491,430
Term Loan, 4.24%, Maturing March 23, 2018			4,755		4,131,827
Grosvenor Capital Management Holdings, LLP
Term Loan, 4.25%, Maturing December 5, 2016			1,352		1,301,148
HarbourVest Partners, LLC
Term Loan, 6.25%, Maturing December 14, 2016			2,514		2,514,177
iPayment, Inc.
Term Loan, 5.75%, Maturing May 8, 2017			4,158		4,199,344
LPL Holdings, Inc.
Term Loan, 2.02%, Maturing June 28, 2013			1,665		1,651,745
Term Loan, 4.25%, Maturing June 25, 2015			8,381		8,332,433
Term Loan, 5.25%, Maturing June 28, 2017			4,854		4,847,509
Mercury Payment Systems Canada, LLC
Term Loan, 6.50%, Maturing July 3, 2017			1,920		1,922,588
Mondrian Investment Partners, Ltd.
Term Loan, 5.50%, Maturing July 12, 2018	��		3,763		3,763,295
Nuveen Investments, Inc.
Term Loan, 3.39%, Maturing November 13, 2014			6,004		5,816,775
Term Loan, 5.89%, Maturing May 12, 2017			9,258		8,924,542
RJO Holdings Corp.
Term Loan, 6.25%, Maturing December 10, 2015⁽⁸⁾			23		18,533
Term Loan, 6.25%, Maturing December 10, 2015⁽⁸⁾			720		544,200
RPI Finance Trust
Term Loan, 4.00%, Maturing May 9, 2018			7,830		7,793,674
Travelex America Holdings, Inc.
Term Loan, 2.70%, Maturing October 31, 2013			528		526,230
Term Loan, 2.70%, Maturing October 31, 2013			1,972		1,966,270
Term Loan, 3.20%, Maturing October 31, 2014			528		526,230
Term Loan, 3.20%, Maturing October 31, 2014			1,972		1,966,270


				$	89,980,656




Food Products — 5.0%

American Seafoods Group, LLC
Term Loan, 4.25%, Maturing March 8, 2018			1,595	$	1,566,195
Dean Foods Co.
Term Loan, 1.87%, Maturing April 2, 2014			8,814		8,523,865

See Notes to Financial Statements.

Senior Debt Portfolio

October 31, 2011

Portfolio of Investments — continued


		Principal
		Amount*
Borrower/Tranche Description		(000’s omitted)		Value


Food Products (continued)


Del Monte Foods Co.
Term Loan, 4.50%, Maturing March 8, 2018			20,562	$	20,098,988
Dole Food Company, Inc.
Term Loan, 5.05%, Maturing July 6, 2018			2,863		2,873,561
Farley’s & Sathers Candy Company, Inc.
Term Loan, 6.50%, Maturing March 30, 2018			2,985		2,973,806
JBS USA Holdings, Inc.
Term Loan, 4.25%, Maturing May 25, 2018			3,890		3,831,896
Michael Foods Group, Inc.
Term Loan, 4.25%, Maturing February 23, 2018			3,125		3,101,308
NBTY, Inc.
Term Loan, 4.25%, Maturing October 2, 2017			16,487		16,472,954
Pierre Foods, Inc.
Term Loan, 7.00%, Maturing September 30, 2016			2,698		2,678,642
Pinnacle Foods Holdings Corp.
Revolving Loan, 0.94%, Maturing April 2, 2013⁽²⁾			3,000		2,790,000
Term Loan, 2.77%, Maturing April 2, 2014			10,246		10,135,255
Term Loan, 6.00%, Maturing April 2, 2014			1,873		1,895,263
Solvest, Ltd.
Term Loan, 5.03%, Maturing July 6, 2018			5,317		5,336,613


				$	82,278,346




Food Service — 5.6%

Aramark Corp.
Term Loan, 2.11%, Maturing January 27, 2014			441	$	436,210
Term Loan, 2.24%, Maturing January 27, 2014			5,581		5,515,677
Term Loan, 3.49%, Maturing July 26, 2016			795		788,762
Term Loan, 3.62%, Maturing July 26, 2016			12,089		11,993,656
Buffets, Inc.
Term Loan, 14.00%, Maturing April 21, 2015⁽³⁾			2,916		1,384,863
Term Loan, 9.62%, Maturing April 22, 2015⁽³⁾			363		162,290
Burger King Corp.
Term Loan, 4.50%, Maturing October 19, 2016			13,230		13,197,198
Darling International, Inc.
Term Loan, 5.38%, Maturing December 16, 2016			500		501,719
Denny’s, Inc.
Term Loan, 5.25%, Maturing September 30, 2016			4,170		4,185,729
DineEquity, Inc.
Term Loan, 4.32%, Maturing October 19, 2017			5,998		6,005,888
Dunkin’ Brands, Inc.
Term Loan, 4.00%, Maturing November 23, 2017			11,318		11,318,299
JRD Holdings, Inc.
Term Loan, 2.50%, Maturing July 2, 2014			1,868		1,844,465
OSI Restaurant Partners, LLC
Term Loan, 2.80%, Maturing June 14, 2013			1,746		1,672,252
Term Loan, 2.56%, Maturing June 14, 2014			18,456		17,671,615
Sagittarius Restaurants, LLC
Term Loan, 7.51%, Maturing May 18, 2015			1,031		1,026,094
Selecta
Term Loan, 3.49%, Maturing June 28, 2015	GBP		2,500		3,148,804
U.S. Foodservice, Inc.
Term Loan, 2.75%, Maturing July 3, 2014			7,683		7,151,303
Wendy’s/Arby’s Restaurants, LLC
Term Loan, 5.00%, Maturing May 24, 2017			3,393		3,389,692


				$	91,394,516




Food / Drug Retailers — 4.0%

Alliance Boots Holdings, Ltd.
Term Loan, 3.63%, Maturing July 9, 2015	GBP		5,000	$	7,373,736
Term Loan, 4.15%, Maturing July 9, 2015	EUR		6,750		8,782,911
General Nutrition Centers, Inc.
Term Loan, 4.25%, Maturing March 2, 2018			6,900		6,891,375
Rite Aid Corp.
Term Loan, 2.00%, Maturing June 4, 2014			18,628		17,898,242
Term Loan, 4.50%, Maturing March 2, 2018			5,467		5,193,677
Roundy’s Supermarkets, Inc.
Term Loan, 7.00%, Maturing November 3, 2013			9,047		8,858,727
Supervalu, Inc.
Term Loan, 4.50%, Maturing April 28, 2018			11,893		11,431,906


				$	66,430,574




Forest Products — 0.1%

Xerium Technologies, Inc.
Term Loan, 5.50%, Maturing May 22, 2017			1,436	$	1,416,398


				$	1,416,398




Health Care — 14.5%

Alere, Inc.
Term Loan, 4.50%, Maturing June 30, 2017			6,950	$	6,845,750
Alliance Healthcare Services
Term Loan, 7.25%, Maturing June 1, 2016			3,550		3,230,666
Ardent Medical Services, Inc.
Term Loan, 6.50%, Maturing September 15, 2015			2,660		2,607,972
Term Loan, 6.50%, Maturing September 18, 2015			2,000		1,957,500
Aveta Holdings, LLC
Term Loan, 8.50%, Maturing April 14, 2015			2,640		2,620,297
Term Loan, 8.50%, Maturing April 14, 2015			2,640		2,620,297
Biomet, Inc.
Term Loan, 3.32%, Maturing March 25, 2015			13,148		12,987,454

See Notes to Financial Statements.

Senior Debt Portfolio

October 31, 2011

Portfolio of Investments — continued


		Principal
		Amount*
Borrower/Tranche Description		(000’s omitted)		Value


Health Care (continued)


Carestream Health, Inc.
Term Loan, 5.00%, Maturing February 25, 2017			5,323	$	4,791,799
Carl Zeiss Vision Holding GmbH
Term Loan, 4.00%, Maturing September 30, 2019⁽³⁾			385		323,275
Catalent Pharma Solutions
Term Loan, 2.50%, Maturing April 10, 2014			5,817		5,565,962
CDRL MS, Inc.
Term Loan, 6.75%, Maturing September 29, 2016			1,757		1,744,461
Community Health Systems, Inc.
Term Loan, 2.57%, Maturing July 25, 2014			794		772,685
Term Loan, 2.57%, Maturing July 25, 2014			15,544		15,118,627
Term Loan, 3.82%, Maturing January 25, 2017			10,072		9,789,499
ConMed Corp.
Term Loan, 1.75%, Maturing April 12, 2013			967		947,525
ConvaTec, Inc.
Term Loan, 5.75%, Maturing December 22, 2016			1,514		1,479,507
CRC Health Corp.
Term Loan, 4.87%, Maturing November 16, 2015			7,730		7,343,080
Dako EQT Project Delphi
Term Loan, 3.48%, Maturing May 29, 2015	EUR		1,337		1,715,710
DaVita, Inc.
Term Loan, 4.50%, Maturing October 20, 2016			6,593		6,590,587
DJO Finance, LLC
Term Loan, 3.25%, Maturing May 20, 2014			2,159		2,088,001
Drumm Investors, LLC
Term Loan, 5.00%, Maturing May 4, 2018			5,994		5,479,152
Emdeon Business Services, LLC
Term Loan, 4.25%, Maturing November 18, 2013			4,257		4,277,219
Emergency Medical Services Corp.
Term Loan, 5.25%, Maturing May 25, 2018			4,494		4,408,353
Fresenius US Finance I, Inc.
Term Loan, 3.50%, Maturing September 10, 2014			357		356,924
Term Loan, 3.50%, Maturing September 10, 2014			625		624,839
Hanger Orthopedic Group, Inc.
Term Loan, 4.00%, Maturing December 1, 2016			3,441		3,359,740
HCA, Inc.
Term Loan, 3.62%, Maturing March 31, 2017			15,061		14,651,783
Term Loan, 3.62%, Maturing May 1, 2018			9,238		8,934,676
Health Management Associates, Inc.
Term Loan, 2.12%, Maturing February 28, 2014			11,754		11,548,759
Iasis Healthcare, LLC
Term Loan, 5.00%, Maturing May 3, 2018			2,876		2,817,990
Immucor, Inc.
Term Loan, 7.25%, Maturing August 17, 2018			1,975		1,989,813
inVentiv Health, Inc.
Term Loan, 6.50%, Maturing August 4, 2016			5,955		5,820,540
Term Loan, 6.75%, Maturing May 15, 2018			3,566		3,539,317
Kindred Healthcare, Inc.
Term Loan, 5.25%, Maturing June 1, 2018			4,838		4,523,413
Kinetic Concepts, Inc.
Term Loan, Maturing November 2, 2018⁽⁵⁾			12,000		12,047,808
Lifepoint Hospitals, Inc.
Term Loan, 3.08%, Maturing April 15, 2015			742		732,991
MedAssets, Inc.
Term Loan, 5.25%, Maturing November 16, 2016			4,158		4,134,221
Medpace, Inc.
Term Loan, 6.50%, Maturing June 16, 2017			2,544		2,429,162
MultiPlan, Inc.
Term Loan, 4.75%, Maturing August 26, 2017			10,541		10,229,174
Prime Healthcare Services, Inc.
Term Loan, 7.25%, Maturing April 22, 2015			6,906		6,578,122
RadNet Management, Inc.
Term Loan, 5.75%, Maturing April 1, 2016			2,536		2,434,920
Renal Advantage Holdings, Inc.
Term Loan, 5.75%, Maturing December 16, 2016			1,613		1,614,829
Select Medical Corp.
Term Loan, 5.50%, Maturing May 25, 2018			8,678		8,070,773
Sunrise Medical Holdings, Inc.
Term Loan, 7.25%, Maturing May 13, 2014	EUR		946		1,210,891
TriZetto Group, Inc. (The)
Term Loan, 4.75%, Maturing May 2, 2018			4,738		4,670,014
Universal Health Services, Inc.
Term Loan, 4.00%, Maturing November 15, 2016			2,984		2,969,700
Vanguard Health Holding Co., II, LLC
Term Loan, 5.00%, Maturing January 29, 2016			3,743		3,721,520
VWR Funding, Inc.
Term Loan, 3.87%, Maturing June 27, 2014	EUR		2,493		3,302,925
Term Loan, 2.75%, Maturing June 30, 2014			10,662		10,293,250


				$	237,913,472




Home Furnishings — 0.5%

Hunter Fan Co.
Term Loan, 2.75%, Maturing April 16, 2014			1,077	$	990,521
National Bedding Co., LLC
Term Loan, 3.88%, Maturing November 28, 2013			3,879		3,844,842
Oreck Corp.
Term Loan - Second Lien, 3.85%, Maturing March 19, 2016⁽⁸⁾			237		213,317

See Notes to Financial Statements.

Senior Debt Portfolio

October 31, 2011

Portfolio of Investments — continued


		Principal
		Amount*
Borrower/Tranche Description		(000’s omitted)		Value


Home Furnishings (continued)


Sofia III S.A.R.L.
Term Loan, 2.50%, Maturing June 24, 2016	EUR		2,321	$	2,540,142
Yankee Candle Company, Inc. (The)
Term Loan, 2.25%, Maturing February 6, 2014			1,373		1,347,644


				$	8,936,466




Industrial Equipment — 1.9%

Excelitas Technologies Corp.
Term Loan, 4.75%, Maturing November 23, 2016			1,980	$	1,980,000
Term Loan, 1.88%, Maturing February 16, 2017⁽²⁾			3,000		2,895,000
Generac CCMP Acquisition Corp.
Term Loan, 2.78%, Maturing November 11, 2013			1,199		1,164,488
Husky Injection Molding Systems, Ltd.
Term Loan, Maturing June 30, 2018⁽⁵⁾			3,000		3,001,251
Kinetek Acquisitions Corp.
Term Loan, 2.87%, Maturing November 11, 2013			79		68,882
Term Loan, 2.87%, Maturing November 11, 2013			781		679,159
KION Group GmbH
Term Loan, 3.75%, Maturing December 23, 2014⁽³⁾			1,801		1,499,962
Term Loan, 5.12%, Maturing December 23, 2014⁽³⁾	EUR		1,294		1,522,444
Term Loan, 4.00%, Maturing December 23, 2015⁽³⁾			1,801		1,499,962
Term Loan, 5.37%, Maturing December 29, 2015⁽³⁾	EUR		1,275		1,499,863
Manitowoc Company, Inc. (The)
Term Loan, 4.25%, Maturing November 13, 2017			1,970		1,940,512
Polypore, Inc.
Term Loan, 2.25%, Maturing July 3, 2014			7,951		7,821,852
Term Loan, 3.31%, Maturing July 3, 2014	EUR		711		945,016
Tank Intermediate Holding Corp.
Term Loan, 5.00%, Maturing April 15, 2016			2,753		2,711,909
Terex Corp.
Term Loan, 5.50%, Maturing April 28, 2017			2,075		2,078,243


				$	31,308,543




Insurance — 3.1%

Alliant Holdings I, Inc.
Revolving Loan, 0.50%, Maturing August 21, 2013⁽²⁾			5,000	$	4,500,000
Term Loan, 3.37%, Maturing August 21, 2014			953		948,655
Term Loan, 6.75%, Maturing August 21, 2014			1,949		1,963,238
Applied Systems, Inc.
Term Loan, 5.50%, Maturing December 8, 2016			3,102		3,039,531
Asurion Corp.
Term Loan, 5.50%, Maturing May 24, 2018			15,183		15,031,125
Term Loan - Second Lien, 9.00%, Maturing May 24, 2019			3,175		3,131,344
C.G. JCF Corp.
Term Loan, 3.25%, Maturing August 1, 2014			1,553		1,510,540
CCC Information Services Group, Inc.
Term Loan, 5.50%, Maturing November 11, 2015			3,159		3,163,074
CNO Financial Group, Inc.
Term Loan, 6.25%, Maturing September 30, 2016			3,393		3,418,926
HUB International Holdings, Inc.
Term Loan, 2.87%, Maturing June 13, 2014			846		828,086
Term Loan, 2.87%, Maturing June 13, 2014			3,762		3,683,835
Term Loan, 6.75%, Maturing June 13, 2014			1,323		1,326,307
Sedgwick CMS Holdings, Inc.
Term Loan, 5.00%, Maturing December 30, 2016			995		986,675
Towergate Finance, PLC
Term Loan, 6.50%, Maturing August 4, 2017	GBP		2,000		2,979,977
U.S.I. Holdings Corp.
Term Loan, 2.75%, Maturing May 5, 2014			5,601		5,331,430


				$	51,842,743




Leisure Goods / Activities / Movies — 5.7%

Alpha D2, Ltd.
Term Loan, 1.40%, Maturing December 31, 2012			236	$	232,079
Term Loan, 2.53%, Maturing December 31, 2013			2,214		2,121,755
Term Loan, 2.53%, Maturing December 31, 2013			2,723		2,609,743
Term Loan - Second Lien, 3.90%, Maturing June 30, 2014			2,400		2,238,857
AMC Entertainment, Inc.
Term Loan, 3.49%, Maturing December 16, 2016			4,896		4,842,675
AMC Networks, Inc.
Term Loan, 4.00%, Maturing December 31, 2018			3,965		3,932,022
Bombardier Recreational Products
Term Loan, 2.90%, Maturing June 28, 2013			7,617		7,407,549
Carmike Cinemas, Inc.
Term Loan, 5.50%, Maturing January 27, 2016			3,395		3,378,181
Cedar Fair, L.P.
Term Loan, 4.00%, Maturing December 15, 2017			6,535		6,551,098
Cinemark USA, Inc.
Term Loan, 3.52%, Maturing April 29, 2016			4,869		4,847,720
Clubcorp Operations, Inc.
Term Loan, 6.00%, Maturing November 9, 2016			2,414		2,408,277
Deluxe Entertainment Services Group, Inc.
Term Loan, 6.25%, Maturing May 11, 2013			284		279,754
Term Loan, 6.25%, Maturing May 11, 2013			4,033		3,972,512
Fender Musical Instruments Corp.
Term Loan, 2.50%, Maturing June 9, 2014			267		249,044
Term Loan, 2.50%, Maturing June 9, 2014			529		492,930
Kasima, LLC
Term Loan, 3.80%, Maturing March 10, 2015⁽²⁾			3,820		3,686,517
Term Loan, 5.00%, Maturing March 31, 2017			2,985		2,880,525

See Notes to Financial Statements.

Senior Debt Portfolio

October 31, 2011

Portfolio of Investments — continued


		Principal
		Amount*
Borrower/Tranche Description		(000’s omitted)		Value


Leisure Goods / Activities / Movies (continued)


Live Nation Entertainment, Inc.
Term Loan, 4.50%, Maturing November 7, 2016			8,270	$	8,260,107
Merlin Entertainment Group
Term Loan, 4.50%, Maturing July 21, 2017			1,224		1,154,226
Term Loan, 4.96%, Maturing July 21, 2017	GBP		2,000		3,033,571
Regal Cinemas Corp.
Term Loan, 3.37%, Maturing August 23, 2017			6,225		6,157,742
Revolution Studios Distribution Co., LLC
Term Loan, 4.03%, Maturing December 21, 2014			3,323		2,442,081
Term Loan - Second Lien, 7.25%, Maturing June 21, 2015⁽⁸⁾			2,825		874,055
SeaWorld Parks & Entertainment, Inc.
Term Loan, 4.00%, Maturing August 17, 2017			6,406		6,374,184
Six Flags Theme Parks, Inc.
Term Loan, 5.25%, Maturing June 30, 2016			7,376		7,399,187
Town Sports International, Inc.
Term Loan, 7.00%, Maturing May 4, 2018			2,881		2,859,517
Zuffa, LLC
Term Loan, 2.25%, Maturing June 19, 2015			2,926		2,809,104


				$	93,495,012




Lodging and Casinos — 3.1%

Affinity Gaming, LLC
Term Loan, 10.00%, Maturing December 31, 2015			2,921	$	2,913,436
Ameristar Casinos, Inc.
Term Loan, 4.00%, Maturing April 13, 2018			3,881		3,882,118
Caesars Entertainment Operating Co.
Term Loan, 3.36%, Maturing January 28, 2015			5,622		4,968,315
Term Loan, 3.42%, Maturing January 28, 2015			7,250		6,422,724
Term Loan, 3.42%, Maturing January 28, 2015			9,421		8,337,642
Term Loan, 9.50%, Maturing October 31, 2016			983		996,624
Gala Group, Ltd.
Term Loan, 5.71%, Maturing May 30, 2018	GBP		4,725		6,454,563
Isle of Capri Casinos, Inc.
Term Loan, 4.75%, Maturing November 1, 2013			2,413		2,421,923
Las Vegas Sands, LLC
Term Loan, 2.84%, Maturing November 23, 2016			1,816		1,757,422
Term Loan, 2.84%, Maturing November 23, 2016			7,192		6,962,450
LodgeNet Entertainment Corp.
Term Loan, 6.50%, Maturing April 4, 2014			1,224		1,070,977
The Mississippi Band of Choctaw Indians
Term Loan, 8.25%, Maturing May 4, 2012			858		733,688
Tropicana Entertainment, Inc.
Term Loan, 15.00%, Maturing March 8, 2013			208		228,318
VML US Finance, LLC
Term Loan, 4.75%, Maturing May 25, 2012			708		706,726
Term Loan, 4.75%, Maturing May 27, 2013			1,226		1,223,528
Term Loan, 4.75%, Maturing May 27, 2013			1,951		1,943,752


				$	51,024,206




Nonferrous Metals / Minerals — 1.0%

Fairmount Minerals, Ltd.
Term Loan, 5.25%, Maturing March 15, 2017			9,134	$	9,111,414
Novelis, Inc.
Term Loan, 3.75%, Maturing March 10, 2017			3,759		3,745,521
Oxbow Carbon and Mineral Holdings
Term Loan, 3.86%, Maturing May 8, 2016			3,362		3,248,997


				$	16,105,932




Oil and Gas — 2.3%

Big West Oil, LLC
Term Loan, 7.00%, Maturing March 31, 2016			1,984	$	2,009,013
Buffalo Gulf Coast Terminals, LLC
Term Loan, Maturing October 31, 2017⁽⁵⁾			1,525		1,544,063
CITGO Petroleum Corp.
Term Loan, 8.00%, Maturing June 24, 2015			485		485,651
Term Loan, 9.00%, Maturing June 23, 2017			5,876		5,999,013
Crestwood Holdings, LLC
Term Loan, 10.50%, Maturing September 30, 2016			1,035		1,052,717
Frac Tech International, LLC
Term Loan, 6.25%, Maturing May 6, 2016			6,035		6,012,503
Gibson Energy
Term Loan, 5.75%, Maturing June 14, 2018			6,060		6,074,962
MEG Energy Corp.
Term Loan, 4.00%, Maturing March 16, 2018			3,200		3,199,667
Obsidian Natural Gas Trust
Term Loan, 7.00%, Maturing November 2, 2015			7,441		7,478,209
Sheridan Production Partners I, LLC
Term Loan, 6.50%, Maturing April 20, 2017			251		251,172
Term Loan, 6.50%, Maturing April 20, 2017			410		411,214
Term Loan, 6.50%, Maturing April 20, 2017			3,097		3,103,309


				$	37,621,493




Publishing — 5.6%

Ascend Learning
Term Loan, 7.01%, Maturing December 6, 2016			5,915	$	5,762,544
Aster Zweite Beteiligungs GmbH
Term Loan, 4.80%, Maturing December 31, 2014			3,877		3,454,489

See Notes to Financial Statements.

Senior Debt Portfolio

October 31, 2011

Portfolio of Investments — continued


		Principal
		Amount*
Borrower/Tranche Description		(000’s omitted)		Value


Publishing (continued)


Term Loan, 4.80%, Maturing December 30, 2016			2,475	$	2,205,225
Term Loan, 4.80%, Maturing December 30, 2016			3,796		3,382,036
Term Loan, 6.00%, Maturing December 30, 2016	EUR		1,226		1,543,885
Term Loan - Second Lien, 6.93%, Maturing June 29, 2018			1,290		1,059,495
Black Press US Partnership
Term Loan, 2.32%, Maturing August 2, 2013			483		460,930
Term Loan, 2.32%, Maturing August 2, 2013			795		759,178
Cengage Learning Acquisitions, Inc.
Term Loan, 2.50%, Maturing July 3, 2014			5,946		5,130,162
GateHouse Media Operating, Inc.
Term Loan, 2.25%, Maturing August 28, 2014			2,038		502,759
Term Loan, 2.25%, Maturing August 28, 2014			4,782		1,179,642
Term Loan, 2.50%, Maturing August 28, 2014			4,176		1,030,166
Getty Images, Inc.
Term Loan, 5.25%, Maturing November 7, 2016			4,903		4,923,878
Instant Web, Inc.
Term Loan, 3.62%, Maturing August 7, 2014			410		389,315
Term Loan, 3.62%, Maturing August 7, 2014			3,931		3,734,724
Interactive Data Corp.
Term Loan, 4.50%, Maturing February 12, 2018			6,674		6,634,834
Laureate Education, Inc.
Term Loan, 5.25%, Maturing August 15, 2018			11,823		11,098,870
MediaNews Group, Inc.
Term Loan, 8.50%, Maturing March 19, 2014			690		666,011
Merrill Communications, LLC
Term Loan, 7.50%, Maturing December 24, 2012			5,366		5,178,222
Nelson Education, Ltd.
Term Loan, 2.87%, Maturing July 3, 2014			1,433		1,153,434
Newspaper Holdings, Inc.
Term Loan, 1.94%, Maturing July 24, 2014			7,446		5,770,890
Nielsen Finance, LLC
Term Loan, 2.24%, Maturing August 9, 2013			7,128		7,101,390
Term Loan, 3.49%, Maturing May 2, 2016			13,112		13,040,700
Term Loan, 3.99%, Maturing May 2, 2016			3,140		3,132,175
Penton Media, Inc.
Term Loan, 5.00%, Maturing August 1, 2014⁽³⁾			1,748		1,214,541
Source Interlink Companies, Inc.
Term Loan, 10.75%, Maturing June 18, 2013			895		861,776
Term Loan, 15.00%, Maturing March 18, 2014⁽³⁾			644		595,998
Star Tribune Co. (The)
Term Loan, 8.00%, Maturing September 28, 2014			188		173,138
Term Loan, 8.00%, Maturing September 29, 2014			167		166,446


				$	92,306,853




Radio and Television — 4.0%

Block Communications, Inc.
Term Loan, 2.25%, Maturing December 21, 2012			1,741	$	1,741,259
Clear Channel Communication
Term Loan, 3.90%, Maturing January 28, 2016			3,500		2,774,296
Cumulus Media, Inc.
Term Loan, 5.75%, Maturing September 17, 2018			14,350		14,206,500
Foxco Acquisition Sub, LLC
Term Loan, 4.75%, Maturing July 14, 2015			2,215		2,159,284
Gray Television, Inc.
Term Loan, 3.74%, Maturing December 31, 2014			1,402		1,375,091
Hubbard Radio, LLC
Term Loan, 5.25%, Maturing April 28, 2017			2,494		2,475,047
Local TV Finance, LLC
Term Loan, 2.25%, Maturing May 7, 2013			1,712		1,639,262
Miramax Film NY, LLC
Term Loan, 7.75%, Maturing May 20, 2016			1,887		1,886,539
Mission Broadcasting, Inc.
Term Loan, 5.00%, Maturing September 30, 2016			1,223		1,216,658
New Young Broadcasting Holding Co., Inc.
Term Loan, 8.00%, Maturing June 30, 2015			433		428,734
Nexstar Broadcasting, Inc.
Term Loan, 5.00%, Maturing September 30, 2016			3,405		3,388,017
Radio One, Inc.
Term Loan, 7.50%, Maturing March 23, 2016			3,982		3,743,544
Raycom TV Broadcasting, LLC
Term Loan, 4.50%, Maturing May 31, 2017			2,544		2,416,444
Tyrol Acquisition 2 SAS
Term Loan, 5.37%, Maturing January 29, 2016	EUR		1,000		1,179,604
Term Loan, 5.37%, Maturing January 29, 2016	EUR		1,000		1,179,604
Univision Communications, Inc.
Term Loan, 2.25%, Maturing September 29, 2014			8,933		8,624,705
Term Loan, 4.50%, Maturing March 31, 2017			11,411		10,374,428
Weather Channel
Term Loan, 4.25%, Maturing February 13, 2017			5,134		5,156,662


				$	65,965,678




Retailers (Except Food and Drug) — 4.7%

Amscan Holdings, Inc.
Term Loan, 6.75%, Maturing December 4, 2017			4,953	$	4,886,713
BJ’s Wholesale Club, Inc.
Term Loan, 7.00%, Maturing September 27, 2018			5,325		5,327,221
FTD, Inc.
Term Loan, 4.75%, Maturing June 6, 2018			4,741		4,651,738
Harbor Freight Tools USA, Inc.
Term Loan, 6.50%, Maturing December 22, 2017			4,087		4,071,378

See Notes to Financial Statements.

Senior Debt Portfolio

October 31, 2011

Portfolio of Investments — continued


		Principal
		Amount*
Borrower/Tranche Description		(000’s omitted)		Value


Retailers (Except Food and Drug) (continued)


J. Crew Operating Corp.
Term Loan, 4.75%, Maturing March 7, 2018			9,652	$	9,079,649
Jo-Ann Stores, Inc.
Term Loan, 4.75%, Maturing March 16, 2018			4,726		4,560,831
Michaels Stores, Inc.
Term Loan, 2.66%, Maturing October 31, 2013			3,719		3,655,203
Neiman Marcus Group, Inc.
Term Loan, 4.75%, Maturing May 16, 2018			9,775		9,512,297
PETCO Animal Supplies, Inc.
Term Loan, 4.50%, Maturing November 24, 2017			5,975		5,937,408
Pilot Travel Centers, LLC
Term Loan, 4.25%, Maturing March 30, 2018			3,140		3,146,387
Savers, Inc.
Term Loan, 4.25%, Maturing March 3, 2017			3,085		3,071,005
Service Master Co.
Term Loan, 2.75%, Maturing July 24, 2014			584		559,922
Term Loan, 2.76%, Maturing July 24, 2014			8,839		8,477,688
Visant Holding Corp.
Term Loan, 5.25%, Maturing December 22, 2016			3,598		3,422,419
Vivarte
Term Loan, 3.23%, Maturing March 9, 2015	EUR		2,641		3,072,758
Term Loan, 3.85%, Maturing March 8, 2016	EUR		2,641		3,072,758
Term Loan - Second Lien, 4.85%, Maturing September 8, 2016	EUR		22		21,306
Term Loan - Second Lien, 4.85%, Maturing September 8, 2016	EUR		154		149,141
Term Loan - Second Lien, 4.85%, Maturing September 8, 2016	EUR		1,582		1,534,020


				$	78,209,842




Steel — 0.3%

JMC Steel Group, Inc.
Term Loan, 4.75%, Maturing April 3, 2017			1,791	$	1,782,045
Niagara Corp.
Term Loan, 10.50%, Maturing June 29, 2014⁽³⁾⁽⁸⁾			1,511		1,480,804
SunCoke Energy, Inc.
Term Loan, 4.01%, Maturing July 26, 2018			1,471		1,471,313


				$	4,734,162




Surface Transport — 1.3%

Hertz Corp.
Term Loan, 3.75%, Maturing March 9, 2018			5,850	$	5,455,125
Term Loan, 3.75%, Maturing March 9, 2018			9,079		9,024,254
Swift Transportation Co., Inc.
Term Loan, 6.00%, Maturing December 21, 2016			7,314		7,338,701


				$	21,818,080




Telecommunications — 4.7%

Alaska Communications Systems Holdings, Inc.
Term Loan, 5.50%, Maturing October 21, 2016			3,995	$	3,929,897
Cellular South, Inc.
Term Loan, 4.50%, Maturing July 27, 2017			2,494		2,487,516
Intelsat Jackson Holdings SA
Term Loan, 5.25%, Maturing April 2, 2018			26,713		26,638,139
IPC Systems, Inc.
Term Loan, 2.62%, Maturing May 31, 2014			1,260		1,149,502
Term Loan, 3.21%, Maturing May 31, 2014	GBP		206		313,830
Macquarie UK Broadcast, Ltd.
Term Loan, 2.96%, Maturing December 1, 2014	GBP		2,508		3,430,870
MetroPCS Wireless
Term Loan, 4.00%, Maturing March 16, 2018			16,703		16,480,171
Midcontinent Communications
Term Loan, 4.00%, Maturing December 30, 2016			1,985		1,948,584
Mobilitie Investments II, LLC
Term Loan, 5.50%, Maturing June 15, 2017			1,995		1,945,125
NTelos, Inc.
Term Loan, 4.00%, Maturing August 7, 2015			1,216		1,206,084
SBA Finance
Term Loan, 3.75%, Maturing June 29, 2018			2,743		2,727,695
Syniverse Technologies, Inc.
Term Loan, 5.25%, Maturing December 21, 2017			5,289		5,305,315
Telesat Canada, Inc.
Term Loan, 3.25%, Maturing October 31, 2014			596		588,079
Term Loan, 3.25%, Maturing October 31, 2014			6,942		6,846,153
TowerCo Finance, LLC
Term Loan, 5.25%, Maturing February 2, 2017			3,109		3,109,375


				$	78,106,335




Utilities — 2.5%

AES Corp.
Term Loan, 4.25%, Maturing June 1, 2018			6,440	$	6,440,936
BRSP, LLC
Term Loan, 7.50%, Maturing June 4, 2014			1,443		1,449,853
Calpine Corp.
Term Loan, 4.50%, Maturing April 2, 2018			2,768		2,747,302
Term Loan, 4.50%, Maturing April 2, 2018			7,214		7,152,888
Covanta Energy Corp.
Term Loan, 1.75%, Maturing February 10, 2014			621		608,852
Term Loan, 1.87%, Maturing February 10, 2014			320		313,866
Dynegy Holdings, Inc.
Term Loan, 9.25%, Maturing August 4, 2016			1,500		1,481,484
Term Loan, 9.25%, Maturing August 4, 2016			2,775		2,781,937

See Notes to Financial Statements.

Senior Debt Portfolio

October 31, 2011

Portfolio of Investments — continued


	Principal
	Amount*
Borrower/Tranche Description	(000’s omitted)		Value


Utilities (continued)


EquiPower Resources Holdings, LLC
Term Loan, 5.75%, Maturing January 26, 2018		1,253	$	1,252,753
NRG Energy, Inc.
Term Loan, 4.00%, Maturing July 2, 2018		8,554		8,571,379
TXU Texas Competitive Electric Holdings Co., LLC
Term Loan, 4.76%, Maturing October 10, 2017		13,173		9,010,631


			$	41,811,881



Total Senior Floating-Rate Interests
(identified cost $2,085,017,800)			$	2,031,836,860




Corporate Bonds & Notes — 2.4%

	Principal
	Amount*
Security	(000’s omitted)		Value




Building and Development — 0.3%

AMO Escrow Corp., Sr. Notes
11.50%, 12/15/17⁽⁹⁾		4,005	$	3,624,525
Calcipar SA, Sr. Notes
6.875%, 5/1/18⁽⁹⁾		1,000		935,000


			$	4,559,525




Chemicals and Plastics — 0.1%

Polymer Group, Inc., Sr. Notes
7.75%, 2/1/19⁽⁹⁾		2,500	$	2,606,250


			$	2,606,250




Ecological Services and Equipment — 0.0%⁽⁷⁾

Environmental Systems Product Holdings, Inc., Jr. Notes
18.00%, 3/31/15⁽⁸⁾		75	$	62,946


			$	62,946




Electronics / Electrical — 0.4%

NXP BV/NXP Funding, LLC
3.153%, 10/15/13		6,107	$	6,007,761


			$	6,007,761




Equipment Leasing — 0.1%

International Lease Finance Corp., Sr. Notes
6.75%, 9/1/16⁽⁹⁾		750	$	775,313
7.125%, 9/1/18⁽⁹⁾		750		778,125
��

			$	1,553,438




Financial Intermediaries — 0.1%

First Data Corp., Sr. Notes
7.375%, 6/15/19⁽⁹⁾		2,500	$	2,487,500


			$	2,487,500




Leisure Goods / Activities / Movies — 0.2%

NAI Entertainment Holdings, LLC, Sr. Notes
8.25%, 12/15/17⁽⁹⁾		2,500	$	2,643,750


			$	2,643,750




Telecommunications — 0.1%

EH Holding Corp., Sr. Notes
6.50%, 6/15/19⁽⁹⁾		2,000	$	2,055,000


			$	2,055,000




Utilities — 1.1%

Calpine Corp., Sr. Notes
7.50%, 2/15/21⁽⁹⁾		9,025	$	9,521,375
7.875%, 1/15/23⁽⁹⁾		7,875		8,347,500


			$	17,868,875



Total Corporate Bonds & Notes
(identified cost $39,065,186)			$	39,845,045




Asset-Backed Securities — 0.1%

	Principal
	Amount
Security	(000’s omitted)		Value


Assemblies of God Financial Real Estate, Series 2004-1A, Class A, 2.399%, 6/15/29^(9)(10)	$	477	$	476,008
Carlyle High Yield Partners, Series 2004-6A, Class C, 2.728%, 8/11/16^(9)(10)		1,000		835,228



Total Asset-Backed Securities
(identified cost $1,476,867)			$	1,311,236




Common Stocks — 1.6%

Security	Shares		Value




Automotive — 0.2%

Dayco Products, LLC^(11)(12)		48,926	$	1,999,850
Hayes Lemmerz International, Inc.^(8)(11)(12)		44,747		2,349,218


			$	4,349,068

See Notes to Financial Statements.

Senior Debt Portfolio

October 31, 2011

Portfolio of Investments — continued


Security	Shares		Value


Building and Development — 0.1%

United Subcontractors, Inc.^(8)(11)(12)		1,646	$	96,333
WCI Communities, Inc.^(8)(11)(12)		7,595		797,500


			$	893,833




Chemicals and Plastics — 0.1%

Vita Cayman II, Ltd.^(11)(12)		3,877	$	1,005,863


			$	1,005,863




Ecological Services and Equipment — 0.0%⁽⁷⁾

Environmental Systems Products Holdings, Inc.^(8)(12)(13)		1,242	$	52,549


			$	52,549




Financial Intermediaries — 0.0%⁽⁷⁾

RTS Investor Corp.^(8)(11)(12)		250	$	65,815


			$	65,815




Food Service — 0.0%

Buffets, Inc.^(8)(12)		66,567	$	0


			$	0




Home Furnishings — 0.1%

Oreck Corp.^(8)(11)(12)		4,230	$	296,988
Sanitec Europe Oy B Units^(11)(12)		157,491		572,041
Sanitec Europe Oy E Units^(8)(11)(12)		154,721		0


			$	869,029




Investment Services — 0.0%

Safelite Realty Corp.^(8)(12)(13)		20,048	$	0


			$	0




Leisure Goods / Activities / Movies — 0.2%

Metro-Goldwyn-Mayer Holdings, Inc.^(11)(12)		158,338	$	2,859,980


			$	2,859,980




Lodging and Casinos — 0.1%

Affinity Gaming, LLC^(8)(11)(12)		167,709	$	1,024,700
Tropicana Entertainment, Inc.^(11)(12)		40,751		560,326


			$	1,585,026




Publishing — 0.7%

Ion Media Networks, Inc.^(8)(11)(12)		13,247	$	10,597,600
MediaNews Group, Inc.^(8)(11)(12)		66,239		1,310,868
Source Interlink Companies, Inc.^(8)(11)(12)		2,290		14,244
Star Tribune Media Holdings Co.⁽¹²⁾		6,089		192,818
SuperMedia, Inc.⁽¹²⁾		16,600		28,718


			$	12,144,248




Radio and Television — 0.1%

Cumulus Media, Inc., Class A⁽¹²⁾		8,562	$	25,772
New Young Broadcasting Holding Co., Inc.^(11)(12)		714		1,963,500


			$	1,989,272



Total Common Stocks
(identified cost $14,555,055)			$	25,814,683




Preferred Stocks — 0.0%⁽⁷⁾

Security	Shares		Value




Ecological Services and Equipment — 0.0%⁽⁷⁾

Environmental Systems Products Holdings, Inc., Series A^(8)(12)(13)		284	$	17,483



Total Preferred Stocks
(identified cost $4,970)			$	17,483




Warrants — 0.0%⁽⁷⁾

Security	Shares		Value




Radio and Television — 0.0%⁽⁷⁾

New Young Broadcasting Holding Co., Inc., Expires 12/24/24^(11)(12)		7	$	19,250


			$	19,250




Retailers (Except Food and Drug) — 0.0%

Oriental Trading Co., Inc., Expires 2/11/16^(8)(11)(12)		5,982	$	0
Oriental Trading Co., Inc., Expires 2/11/16^(8)(11)(12)		5,453	$	0


			$	0



Total Warrants
(identified cost $12,030)			$	19,250

See Notes to Financial Statements.

Senior Debt Portfolio

October 31, 2011

Portfolio of Investments — continued

Short-Term Investments — 3.7%

Interest/

Principal

Description

(000’s omitted)

Value

Eaton Vance Cash Reserves Fund, LLC, 0.12%⁽¹⁴⁾

56,532

56,531,885

State Street Bank and Trust Euro Time Deposit, 0.01%, 11/1/11

4,239

4,239,110

Total Short-Term Investments

(identified cost $60,770,995)

60,770,995

Total Investments — 131.2%

(identified cost $2,200,902,903)

2,159,615,552

Less Unfunded Loan Commitments — (0.9)%

(15,050,474

)

Net Investments — 130.3%

(identified cost $2,185,852,429)

2,144,565,078

Other Assets, Less Liabilities — (30.3)%

(498,685,166

)

Net Assets — 100.0%

1,645,879,912

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


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⁾		Unfunded or partially unfunded loan commitments. See Note 1G for description.

⁽³⁾		Represents a payment-in-kind security which may pay all or a portion of interest in additional par.

⁽⁴⁾		Defaulted matured security.

⁽⁵⁾		This Senior Loan will settle after October 31, 2011, at which time the interest rate will be determined.

⁽⁶⁾		Currently the issuer is in default with respect to interest payments. For a variable rate security, interest rate has been adjusted to reflect non-accrual status.

⁽⁷⁾		Amount is less than 0.05%.

⁽⁸⁾		Security valued at fair value using methods determined in good faith by or at the direction of the Trustees.

⁽⁹⁾		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, 2011, the aggregate value of these securities is $35,085,574 or 2.1% of the Portfolio’s net assets.

⁽¹⁰⁾		Variable rate security. The stated interest rate represents the rate in effect at October 31, 2011.

⁽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⁾		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, 2011.

See Notes to Financial Statements.

Senior Debt Portfolio

October 31, 2011

Statement of Assets and Liabilities


Assets	October 31, 2011

Unaffiliated investments, at value (identified cost, $2,129,320,544)	$	2,088,033,193
Affiliated investment, at value (identified cost, $56,531,885)		56,531,885
Restricted cash*		1,650,000
Foreign currency, at value (identified cost, $4,725,813)		4,703,089
Interest receivable		8,053,987
Interest receivable from affiliated investment		2,387
Receivable for investments sold		27,482,033
Receivable for open forward foreign currency exchange contracts		2,683,029
Prepaid expenses		83,907
Other assets		32,898


Total assets	$	2,189,256,408





Liabilities

Notes payable	$	490,000,000
Payable for investments purchased		49,886,619
Payable for open forward foreign currency exchange contracts		1,034,571
Payable for open swap contracts		699,074
Payable to affiliates:
Investment adviser fee		844,421
Trustees’ fees		4,208
Accrued expenses		907,603


Total liabilities	$	543,376,496


Net Assets applicable to investors’ interest in Portfolio	$	1,645,879,912





Sources of Net Assets

Net proceeds from capital contributions and withdrawals	$	1,685,581,261
Net unrealized depreciation		(39,701,349	)


Net Assets	$	1,645,879,912


*		Represents restricted cash on deposit at the custodian as collateral for open financial contracts.

See Notes to Financial Statements.

Senior Debt Portfolio

October 31, 2011

Statement of Operations


	Year Ended
Investment Income	October 31, 2011

Interest	$	105,142,663
Interest allocated from affiliated investment		71,712
Expenses allocated from affiliated investment		(7,660	)


Total investment income	$	105,206,715





Expenses

Investment adviser fee	$	9,812,795
Trustees’ fees and expenses		50,500
Custodian fee		582,636
Legal and accounting services		202,641
Interest expense and fees		6,429,435
Miscellaneous		108,545


Total expenses	$	17,186,552


Deduct —
Reduction of custodian fee	$	135


Total expense reductions	$	135



Net expenses	$	17,186,417



Net investment income	$	88,020,298





Realized and Unrealized Gain (Loss)

Net realized gain (loss) —
Investment transactions	$	(3,018,140	)
Investment transactions allocated from affiliated investment		2,266
Swap contracts		19,231
Foreign currency and forward foreign currency exchange contract transactions		(6,341,081	)


Net realized loss	$	(9,337,724	)


Change in unrealized appreciation (depreciation) —
Investments	$	(10,158,186	)
Swap contracts		(699,074	)
Foreign currency and forward foreign currency exchange contracts		3,768,624


Net change in unrealized appreciation (depreciation)	$	(7,088,636	)



Net realized and unrealized loss	$	(16,426,360	)



Net increase in net assets from operations	$	71,593,938

See Notes to Financial Statements.

Senior Debt Portfolio

October 31, 2011

Statements of Changes in Net Assets


	Year Ended October 31,

Increase (Decrease) in Net Assets	2011			2010

From operations —
Net investment income	$	88,020,298		$	67,160,548
Net realized loss from investment transactions, swap contracts and foreign currency and forward foreign currency exchange contract transactions		(9,337,724	)		(32,724,306	)
Net change in unrealized appreciation (depreciation) from investments, swap contracts, foreign currency and forward foreign currency exchange contracts		(7,088,636	)		137,008,780


Net increase in net assets from operations	$	71,593,938		$	171,445,022


Capital transactions —
Contributions	$	494,343,350		$	31,692,604
Withdrawals		(267,752,684	)		(118,970,455	)


Net increase (decrease) in net assets from capital transactions	$	226,590,666		$	(87,277,851	)



Net increase in net assets	$	298,184,604		$	84,167,171





Net Assets

At beginning of year	$	1,347,695,308		$	1,263,528,137


At end of year	$	1,645,879,912		$	1,347,695,308

See Notes to Financial Statements.

Senior Debt Portfolio

October 31, 2011

Statement of Cash Flows


	Year Ended
Cash Flows From Operating Activities	October 31, 2011

Net increase in net assets from operations	$	71,593,938
Adjustments to reconcile net increase in net assets from operations to net cash used in operating activities:
Investments purchased		(1,615,207,900	)
Investments sold and principal repayments		1,211,575,729
Increase in short term investments, net		(27,279,982	)
Net amortization/accretion of premium (discount)		(10,345,620	)
Amortization of structuring fees on notes payable		200,000
Increase in restricted cash		(1,650,000	)
Increase in interest receivable		(893,268	)
Decrease in interest receivable from affiliated investment		2,182
Increase in receivable for investments sold		(5,508,125	)
Increase in receivable for open forward foreign currency exchange contracts		(2,627,148	)
Increase in prepaid expenses		(70,052	)
Decrease in other assets		1,336
Increase in payable for investments purchased		12,212,586
Decrease in payable for open forward foreign currency exchange contracts		(925,358	)
Increase in payable for open swap contracts		699,074
Increase in payable to affiliate for investment adviser fee		155,988
Decrease in accrued expenses		(76,043	)
Increase in unfunded loan commitments		957,324
Net change in unrealized (appreciation) depreciation from investments		10,158,186
Net realized loss from investments		3,018,140


Net cash used in operating activities	$	(354,009,013	)





Cash Flows From Financing Activities

Proceeds from notes payable		240,000,000
Repayments of notes payable		(110,000,000	)
Proceeds from capital contributions		494,343,350
Payments for capital withdrawals		(267,752,684	)
Payment of structuring fee on notes payable		(200,000	)


Net cash provided by financing activities	$	356,390,666



Net increase in cash*	$	2,381,653



Cash at beginning of year⁽¹⁾	$	2,321,436



Cash at end of year⁽¹⁾	$	4,703,089





Supplemental disclosure of cash flow information:

Cash paid for interest and fees on borrowings	$	6,186,425


⁽¹⁾		Balance includes foreign currency, at value.
*		Includes net change in unrealized appreciation (depreciation) on foreign currency of $ (22,256).

See Notes to Financial Statements.

Senior Debt Portfolio

October 31, 2011

Supplementary Data


	Year Ended October 31,
													Period Ended			Year Ended
Ratios/Supplemental Data	2011			2010			2009			2008			October 31, 2007⁽¹⁾			November 30, 2006

Ratios (as a percentage of average daily net assets):
Expenses before custodian fee reduction excluding interest and fees⁽²⁾		0.65	%		0.72	%		0.76	%		0.66	%		0.58	%⁽³⁾		0.51	%
Interest and fee expense		0.39	%		0.56	%		1.31	%		0.98	%		0.70	%⁽³⁾		0.01	%
Total expenses		1.04	%		1.28	%		2.07	%		1.64	%		1.28	%⁽³⁾		0.52	%
Net investment income		5.31	%		5.15	%		5.97	%		7.01	%		7.18	%⁽³⁾		6.57	%
Portfolio Turnover		59	%		37	%		32	%		7	%		55	%⁽⁴⁾		51	%


Total Return		5.54	%		14.14	%		38.19	%		(26.81	)%		3.89	%⁽⁴⁾		6.88	%



Net assets, end of period (000’s omitted)	$	1,645,880		$	1,347,695		$	1,263,528		$	1,119,305		$	2,334,369		$	2,645,798


⁽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⁾		Not annualized.

See Notes to Financial Statements.

Senior Debt Portfolio

October 31, 2011

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, 2011, 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.

Senior Debt Portfolio

October 31, 2011

Notes to Financial Statements — continued

Senior Debt Portfolio

October 31, 2011

Notes to Financial Statements — continued

L 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 on daily gross assets over $2 billion, and is payable monthly. The fee reduction cannot be terminated without the consent of the Trustees and shareholders. The Portfolio 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, 2011, the Portfolio’s investment adviser fee amounted to $9,812,795 or 0.59% 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 $1,615,207,900 and $1,211,575,729, respectively, for the year ended October 31, 2011.

4 Federal Income Tax Basis of Investments

The cost and unrealized appreciation (depreciation) of investments of the Portfolio at October 31, 2011, as determined on a federal income tax basis, were as follows:


Aggregate cost	$	2,186,203,933



Gross unrealized appreciation	$	24,831,073
Gross unrealized depreciation		(66,469,928	)



Net unrealized depreciation	$	(41,638,855	)

The net unrealized appreciation on swap contracts and foreign currency transactions at October 31, 2011 on a federal income tax basis was $1,586,002.

5 Restricted Securities


	Date of
Description	Acquisition		Shares		Cost			Value


Common Stocks
Environmental Systems Products Holdings, Inc.		10/24/00		1,242	$	0	⁽¹⁾	$	52,549
Safelite Realty Corp.		9/29/00 - 11/10/00		20,048		0	⁽¹⁾		0



Total Common Stocks					$	0		$	52,549




Preferred Stocks
Environmental Systems Products Holdings, Inc., Series A		10/25/07		284	$	4,970		$	17,483



Total Restricted Securities					$	4,970		$	70,032


⁽¹⁾		Less than $0.50.

Senior Debt Portfolio

October 31, 2011

Notes to Financial Statements — continued

6 Financial Instruments

A summary of obligations under these financial instruments at October 31, 2011 is as follows:

Forward Foreign Currency Exchange Contracts

Sales

Net Unrealized

Appreciation

Settlement Date

Deliver

In Exchange For

Counterparty

(Depreciation)

11/30/11

British Pound Sterling
15,156,928

United States Dollar
24,743,306

JPMorgan Chase Bank

379,263

11/30/11

Euro
27,947,814

United States Dollar
40,430,146

Citibank NA

1,769,711

12/30/11

British Pound Sterling
8,746,218

United States Dollar
13,620,878

Goldman Sachs, Inc.

(433,456

)

12/30/11

Euro
21,301,980

United States Dollar
28,861,200

HSBC Bank USA

(601,115

)

1/31/12

British Pound Sterling
1,109,298

United States Dollar
1,785,027

JPMorgan Chase Bank

3,101

1/31/12

Euro
13,588,280

United States Dollar
19,294,271

Deutsche Bank

502,775

1,620,279

Purchases

Net

Unrealized

Settlement Date

In Exchange For

Deliver

Counterparty

Appreciation

11/30/11

British Pound Sterling
806,729

United States Dollar
1,268,600

Deutsche Bank

28,179

28,179

Interest Rate Swaps

Notional

Portfolio

Net

Amount

Pays/Receives

Floating

Annual

Termination

Unrealized

Counterparty

(000’s omitted)

Floating Rate

Rate Index

Fixed Rate

Date

Depreciation

Citibank NA

$15,000

Receives

3-month
USD-LIBOR-BBA

0.98

6/24/14

(177,596

)

Citibank NA

15,000

Receives

3-month
USD-LIBOR-BBA

1.81

6/24/16

(521,478

)

(699,074

)

At October 31, 2011, the Portfolio had sufficient cash and/or securities to cover commitments under these contracts.

Senior Debt Portfolio

October 31, 2011

Notes to Financial Statements — continued

In the normal course of pursuing its investment objective and its use of derivatives, the Portfolio is subject to the following risks:

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, 2011, the fair value of derivatives with credit-related contingent features in a net liability position was $1,733,645. The aggregate fair value of assets pledged as collateral by the Portfolio for such liability was $1,650,000 at October 31, 2011.

The non-exchange traded derivatives in which the Portfolio invests, including swap contracts 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, 2011, the maximum amount of loss the Portfolio would incur due to counterparty risk was $2,683,029, representing the fair value of such derivatives in an asset position, with the highest amount from any one counterparty being $1,769,711. 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, 2011, the maximum amount of loss the Portfolio would incur due to counterparty risk would be reduced by approximately $700,000 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 open derivative instruments (not considered to be hedging instruments for accounting disclosure purposes) by risk exposure at October 31, 2011 was as follows:

Fair Value

Risk

Derivative

Asset Derivatives

Liability Derivatives

Foreign Exchange

Forward Foreign Currency Exchange Contracts

2,683,029

⁽¹⁾

(1,034,571

)⁽²⁾

Interest Rate

Interest rate swaps

—

(699,074

)⁽³⁾

Total

2,683,029

(1,733,645

)


⁽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.
⁽³⁾		Statement of Assets and Liabilities location: Payable for open swap contracts; Net unrealized depreciation.

Realized Gain (Loss)

Change in Unrealized

on Derivatives Recognized

Appreciation (Depreciation) on

Risk

Derivative

in Income

Derivatives Recognized in Income

Foreign Exchange

Forward Foreign Currency Exchange Contracts

(4,875,373

)⁽¹⁾

3,552,506

⁽³⁾

Interest Rate

Interest rate swaps

19,231

⁽²⁾

(699,074

)⁽⁴⁾

Total

(4,856,142

)

2,853,432


⁽¹⁾		Statement of Operations location: Net realized gain (loss) – Foreign currency and forward foreign currency exchange contract transactions.
⁽²⁾		Statement of Operations location: Net realized gain (loss) – Swap contracts.
⁽³⁾		Statement of Operations location: Change in unrealized appreciation (depreciation) – Foreign currency and forward foreign currency exchange contracts.
⁽⁴⁾		Statement of Operations location: Change in unrealized appreciation (depreciation) – Swap contracts.

Senior Debt Portfolio

October 31, 2011

Notes to Financial Statements — continued

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 $640 million ($540 million prior to July 21, 2011, $440 million prior to May 6, 2011 and $400 million prior to February 18, 2011) 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 0.60% (0.75% prior to February 18, 2011) per annum on its outstanding borrowings to administer the facility and a commitment fee of 0.45% (0.50% prior to February 18, 2011) per annum on the amount of the facility. Program and commitment fees for the year ended October 31, 2011 totaled $5,142,639 and are included in interest expense in the Statement of Operations. 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 $50,000 remains outstanding at October 31, 2011. 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, 2011, the Portfolio had borrowings outstanding under the Agreement of $490,000,000 at an interest rate of 0.24%. The carrying amount of the borrowings at October 31, 2011 approximated its fair value. For the year ended October 31, 2011, the average borrowings under the Agreement and the average interest rate were $430,054,795 and 0.25%, respectively.

8 Risks Associated with Foreign Investments

9 Credit Risk

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)

Senior Debt Portfolio

October 31, 2011

Notes to Financial Statements — continued

At October 31, 2011, the hierarchy of inputs used in valuing the Portfolio’s investments and open derivative instruments, which are carried at value, were as follows:


Asset Description	Level 1		Level 2			Level 3		Total


Senior Floating-Rate Interests (Less Unfunded Loan Commitments)	$	—	$	2,013,544,989		$	3,241,397	$	2,016,786,386
Corporate Bonds & Notes		—		39,782,099			62,946		39,845,045
Asset-Backed Securities		—		1,311,236			—		1,311,236
Common Stocks		54,490		9,154,378			16,605,815		25,814,683
Preferred Stocks		—		—			17,483		17,483
Warrants		—		19,250			0		19,250
Short-Term Investments		—		60,770,995			—		60,770,995



Total Investments	$	54,490	$	2,124,582,947		$	19,927,641	$	2,144,565,078



Forward Foreign Currency Exchange Contracts	$	—	$	2,683,029		$	—	$	2,683,029



Total	$	54,490	$	2,127,265,976		$	19,927,641	$	2,147,248,107




Liability Description



Forward Foreign Currency Exchange Contracts	$	—	$	(1,034,571	)	$	—	$	(1,034,571	)
Interest Rate Swaps		—		(699,074	)		—		(699,074	)



Total	$	—	$	(1,733,645	)	$	—	$	(1,733,645	)

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


	Investments			Investments
	in Senior			in Corporate			Investments			Investments
	Floating-Rate			Bonds &			in Common			in Preferred			Investments in
	Interests			Notes			Stocks			Stocks			Warrants		Total


Balance as of October 31, 2010	$	1,517,576		$	74,220		$	1,380,581		$	65,759		$	—	$	3,038,136
Realized gains (losses)		479			431,388			62,548			23,513			—		517,928
Change in net unrealized appreciation (depreciation)*		(455,426	)		266,156			7,146,717			(43,289	)		—		6,914,158
Cost of purchases**		2,660,357			22,860			1,040,631			—			0		3,723,848
Proceeds from sales**		(678,692	)		(750,509	)		(676,090	)		(28,500	)		—		(2,133,791	)
Accrued discount (premium)		40,921			18,831			—			—			—		59,752
Transfers to Level 3***		156,182			—			7,651,428			—			—		7,807,610
Transfers from Level 3***		—			—			—			—			—		—



Balance as of October 31, 2011	$	3,241,397		$	62,946		$	16,605,815		$	17,483		$	0	$	19,927,641



Change in net unrealized appreciation (depreciation) on investments still held as of October 31, 2011*	$	(455,426	)	$	(691	)	$	6,947,318		$	(15,339	)	$	—	$	6,475,862


*	Amount is included in the related amount on investments in the Statement of Operations.
**	Cost of purchases may include securities received in corporate actions; Proceeds from sales may include securities delivered in corporate actions.
***	Transfers are reflected at the value of the securities at the beginning of the period. Transfers from Level 2 to Level 3 were due to a reduction in the availability of significant observable inputs in determining the fair value of these investments.

At October 31, 2011, the value of investments transferred between Level 1 and Level 2, if any, during the period then ended was not significant.

Senior Debt Portfolio

October 31, 2011

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, 2011, 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, 2011, 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, 2011, 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 22, 2011

Eaton Vance

Floating-Rate Advantage Fund

October 31, 2011

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 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. Each Trustee oversees 179 portfolios in the Eaton Vance Complex (including all master and feeder funds in a master feeder structure). Each officer serves as an officer of certain other Eaton Vance funds. Each Trustee and officer serves until his or her successor is elected.


	Position(s)
	with the
	Trust and		Principal Occupation(s) and Directorships
Name and Year of Birth	the Portfolio	Length of Service	During Past Five Years and Other Relevant Experience



Interested Trustee

Thomas E. Faust Jr. 1958	Trustee	Since 2007	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 179 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 and Portfolio. Directorships in the Last Five Years.⁽¹⁾ Director of EVC.

Noninterested Trustees

Scott E. Eston 1956	Trustee	Since 2011	Private investor. Formerly held various positions at Grantham, Mayo, Van Otterloo and Co., L.L.C. (investment management firm) (1997-2009), including Chief Operating Officer (2002-2009), Chief Financial Officer (1997-2009) and Chairman of the Executive Committee (2002-2008); President and Principal Executive Officer, GMO Trust (open-end registered investment company) (2006-2009). Former Partner, Coopers and Lybrand L.L.P. (now PricewaterhouseCoopers) (public accounting firm) (1987-1997). Directorships in the Last Five Years. None.

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. Directorships in the Last Five Years.⁽¹⁾ None.

Allen R. Freedman 1940	Trustee	Since 2007	Private Investor. 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). Former Chairman and a Director of Indus International, Inc. (provider of enterprise management software to the power generating industry) (2005-2007). Former Chief Executive Officer of Assurant, Inc. (insurance provider) (1979-2000). Directorships in the Last Five Years.⁽¹⁾ Director of Stonemor Partners, L.P. (owner and operator of cemeteries). Formerly, Director of Assurant, Inc. (insurance provider) (1979-2011).

William H. Park 1947	Trustee	Since 2003	Consultant and private investor. Formerly, Chief Financial Officer, Aveon Group L.P. (investment management firm) (2010-2011). 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 (investment management firm) (1982-2001). Formerly, Senior Manager, Price Waterhouse (now PricewaterhouseCoopers) (an independent registered public accounting firm) (1972-1981). Directorships in the Last Five Years.⁽¹⁾ None.

Eaton Vance

Floating-Rate Advantage Fund

October 31, 2011

Management and Organization — continued


	Position(s)
	with the
	Trust and		Principal Occupation(s) and Directorships
Name and Year of Birth	the Portfolio	Length of Service	During Past Five Years and Other Relevant Experience


Noninterested Trustees (continued)

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). Directorships in the Last Five Years.⁽¹⁾ None.

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). Directorships in the Last Five Years.⁽¹⁾ Formerly, Director of BJ’s Wholesale Club, Inc. (wholesale club retailer) (2004-2011). 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. Directorships in the Last Five Years.⁽¹⁾ None.

Harriett Tee Taggart 1948	Trustee	Since 2011	Managing Director, Taggart Associates (a professional practice firm). Formerly, Partner and Senior Vice President, Wellington Management Company, LLP (investment management firm) (1983-2006). Directorships in the Last Five Years. Director of Albemarle Corporation (chemicals manufacturer) (since 2007) and The Hanover Group (specialty property and casualty insurance company) (since 2009). Formerly, Director of Lubrizol Corporation (specialty chemicals) (2007-2011).

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). Directorships in the Last Five Years.⁽¹⁾ None.

Principal Officers who are not Trustees


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

Duncan W. Richardson 1957	President of the Trust	Since 2011⁽²⁾	Director of EVC and Executive Vice President and Chief Equity Investment Officer of EVC, EVM and BMR.

Scott H. Page 1959	President of the Portfolio	Since 2002	Vice President of EVM and BMR.

Payson F. Swaffield 1956	Vice President	Since 2011	Chief Income Investment Officer of EVC. Vice President of EVM and BMR.

Barbara E. Campbell 1957	Treasurer	Of the Trust since 2005 and of the Portfolio since 2008	Vice President of EVM and BMR.

Eaton Vance

Floating-Rate Advantage Fund

October 31, 2011

Management and Organization — continued


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


Principal Officers who are not Trustees (continued)

Maureen A. Gemma 1960	Vice President, Secretary and Chief Legal Officer	Vice President since 2011, Secretary since 2007 and Chief Legal Officer since 2008	Vice President of EVM and BMR.

Paul M. O’Neil 1953	Chief Compliance Officer	Since 2004	Vice President of EVM and BMR.


⁽¹⁾		During their respective tenures, the Trustees (except Mr. Eston and Ms. Taggart) 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 Trust (launched in 1998 and terminated in 2009).
⁽²⁾		Prior to 2011, Mr. Richardson was Vice President of the Trust since 2001.

Eaton Vance

Floating-Rate Advantage Fund

October 31, 2011

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.

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Investment Adviser of Senior Debt Portfolio
Boston Management and Research

Two International Place

Boston, MA 02110

Administrator of Eaton Vance Floating-Rate Advantage Fund
Eaton Vance Management

Two International Place

Boston, MA 02110

Principal Underwriter*
Eaton Vance Distributors, Inc.

Two International Place

Boston, MA 02110

(617) 482-8260

Custodian
State Street Bank and Trust Company

200 Clarendon Street

Boston, MA 02116

Transfer Agent
BNY Mellon Investment Servicing (US) Inc.

Attn: Eaton Vance Funds

P.O. Box 9653

Providence, RI 02940-9653

(800) 262-1122

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Deloitte & Touche LLP

200 Berkeley Street

Boston, MA 02116-5022

Fund Offices
Two International Place

Boston, MA 02110


3232-12/11	FRASRC


Eaton Vance Parametric Structured Emerging Markets Fund Annual Report October 31, 2011

Annual Report October 31, 2011

Eaton Vance

Parametric Structured Emerging Markets Fund


Table of Contents

Management’s Discussion of Fund Performance		2
Performance		3
Fund Profile		4
Endnotes and Additional Disclosures		5
Fund Expenses		6
Financial Statements		7
Report of Independent Registered Public Accounting Firm		40
Federal Tax Information		41
Management and Organization		42
Important Notices		44

Eaton Vance

Parametric Structured Emerging Markets Fund

October 31, 2011

Management’s Discussion of Fund Performance¹

Economic and Market Conditions

For the 12-month period ending October 31, 2011, the MSCI World Index² returned 1.76%. Meanwhile, the MSCI Europe, Australasia, Far East (MSCI EAFE) Index declined -4.08% and the MSCI Emerging Markets Index returned -7.72%. By contrast, the S&P 500 Index advanced 8.09%.

Fund Performance

For the fiscal year ending October 31, 2011, Eaton Vance Parametric Structured Emerging Markets Fund’s Class A shares at net asset value (NAV) had a total return of -10.59%. By comparison, the Fund’s benchmark, the MSCI Emerging Markets Index (the Index), returned -7.72% during the period.

Most of the losses suffered by the Fund and the Index occurred during the final months of summer. As July came to a close, emerging market performance had held up fairly well, with

only slightly negative returns. During the first week of August, however, and the entire month of September, performance was tumultuous, with the Index dropping nearly 23% during the third quarter. The European debt crisis was the most obvious precipitating event for these results. In times of global economic contraction and pessimism, emerging markets generally become more correlated with the global economy, as investors search for safe investment havens; 2011 proved to be no exception. In addition to global pressures on equity markets, emerging market currencies reversed their year-to-date gains against the U.S. dollar in the last week of September, again as investors fled to the “safer” U.S. dollar.

For the reporting period, the Fund underperformed relative to the Index. Throughout the period, the Fund was underweight to outperforming South Korea, and this detracted most from its relative returns. The Fund’s weighting to Kenya, where the Index has no representation, also detracted from Fund performance, as did security selection in Russia. On a sector basis, the Fund’s underweight to information technology hurt performance. Security selection in the consumer discretionary, consumer staples and energy sectors also detracted from performance.

Performance was aided by the Fund’s underweights to China, Brazil and India, and a weighting to Qatar, where the Index has no representation. Security selection in China and Brazil also helped. Looking at sectors, the Fund’s security selection in the materials sector added the most to performance. An overweight to telecommunication services also helped.

See Endnotes and Additional Disclosures in this report.

Eaton Vance

Parametric Structured Emerging Markets Fund

October 31, 2011

Performance^2,3

Portfolio Managers David Stein, Ph.D; Thomas Seto


									Since
% Average Annual Total Returns	Inception Date		1 Year			5 Years			Inception

Class A at NAV		6/30/2006		-10.59	%		5.11	%		6.94	%
Class A at 5.75% Maximum Sales Charge		—		-15.74			3.88			5.76
Class C at NAV		6/30/2006		-11.27			4.32			6.13
Class C at 1% Maximum Sales Charge		—		-12.16			4.32			6.13
Class I at NAV		6/30/2006		-10.39			5.38			7.20

MSCI Emerging Markets Index		6/30/2006		-7.72	%		6.51	%		7.97	%


Total Annual Operating Expense Ratios⁴	Class A			Class C			Class I

		1.51	%		2.26	%		1.26	%

Growth of $250,000

This graph shows the change in value of a hypothetical investment of $250,000 in Class I of the Fund for the period indicated. For comparison, the same investment is shown in the indicated index.

With Maximum

Growth of $250,000

Period Beginning

At NAV

Sales Charge

Class A

6/30/06

$357,735

$337,168

Class C

6/30/06

$343,480

N.A.

Growth of $10,000

Class A

6/30/06

$14,309

$13,487

Class C

6/30/06

$ 13,739

N.A.

See Endnotes and Additional Disclosures in this report.

Eaton Vance

Parametric Structured Emerging Markets Fund

October 31, 2011

Fund Profile

Sector Allocation (% of net assets)⁵

Geographic allocation (% of common stocks)

See Endnotes and Additional Disclosures in this report.


Top 10 Holdings (% of net assets)⁵

America Movil SAB de CV, Series L	1.3	%
OAO Gazprom ADR	1.1
MTN Group, Ltd.	1.0
China Mobile, Ltd.	0.9
Samsung Electronics Co., Ltd.	0.9
Sberbank of Russia	0.8
Petroleo Brasileiro SA, PFC Shares	0.7
LUKOIL OAO ADR	0.6
CEZ AS	0.6
Infosys, Ltd.	0.6

Total	8.5	%

Eaton Vance

Parametric Structured Emerging Markets Fund

October 31, 2011

Endnotes and Additional Disclosures


¹		The views expressed in this report are those of portfolio manager(s) and are current only through the date stated at the top of this page. These views are subject to change at any time based upon market or other conditions, and Eaton Vance and the Fund(s) disclaim any responsibility to update such views. These views may not be relied upon as investment advice and, because investment decisions are based on many factors, may not be relied upon as an indication of trading intent on behalf of any Eaton Vance fund. This commentary may contain statements that are not historical facts, referred to as forward looking statements. The Fund’s actual future results may differ significantly from those stated in any forward looking statement, depending on factors such as changes in securities or financial markets or general economic conditions, the volume of sales and purchases of Fund shares, the continuation of investment advisory, administrative and service contracts, and other risks discussed from time to time in the Fund’s filings with the Securities and Exchange Commission.

²		MSCI World Index is an unmanaged index of equity securities in the developed markets. MSCI EAFE Index is an unmanaged index of equities in the developed markets, excluding the U.S. and Canada. MSCI Emerging Markets Index is an unmanaged index of emerging markets common stocks. MSCI indices are net of foreign withholding taxes. 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. S&P 500 Index is an unmanaged index of large-cap stocks commonly used as a measure of U.S. stock market performance. Index returns do not reflect the effect of any applicable sales charges, commissions, expenses, taxes or leverage, as applicable. It is not possible to invest directly in an index.

³		Total Returns at NAV do not include applicable sales charges. If sales charges were deducted, the returns would be lower. Total Returns shown with maximum sales charge reflect the stated maximum sales charge. Unless otherwise stated, performance does not reflect the deduction of taxes on Fund distributions or redemptions of Fund shares.

⁴		Source: Fund prospectus.

⁵		Excludes cash and cash equivalents.

		Fund profile subject to change due to active management.

		Important Notice to Shareholders

		Effective November 1, 2011, the fiscal year-end of the Fund was changed from October 31 to January 31.

Eaton Vance

Parametric Structured Emerging Markets Fund

October 31, 2011

Fund Expenses


	Beginning		Ending		Expenses Paid		Annualized
	Account Value		Account Value		During Period*		Expense
	(5/1/11)		(10/31/11)		(5/1/11 – 10/31/11)		Ratio


Actual
Class A	$	1,000.00	$	828.30	$	6.82		1.48	%
Class C	$	1,000.00	$	825.00	$	10.21		2.22	%
Class I	$	1,000.00	$	829.90	$	5.63		1.22	%




Hypothetical
(5% return per year before expenses)
Class A	$	1,000.00	$	1,017.70	$	7.53		1.48	%
Class C	$	1,000.00	$	1,014.00	$	11.27		2.22	%
Class I	$	1,000.00	$	1,019.10	$	6.21		1.22	%


*	Expenses are equal to the Fund’s annualized expense ratio for the indicated Class, 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, 2011.

Eaton Vance

Parametric Structured Emerging Markets Fund

October 31, 2011

Portfolio of Investments


Common Stocks — 98.2%

Security	Shares		Value



Argentina — 0.7%

Arcos Dorados Holdings, Inc., Class A		62,900	$	1,471,860
Banco Macro SA, Class B ADR		69,150		1,386,458
BBVA Banco Frances SA ADR		81,688		507,282
Cresud SA ADR		278,630		3,234,894
Grupo Financiero Galicia SA, Class B ADR		163,000		1,346,380
IRSA Inversiones y Representaciones SA ADR		39,010		392,441
MercadoLibre, Inc.		59,700		3,892,440
Pampa Energia SA ADR		41,900		528,359
Petrobras Energia SA ADR		67,925		950,950
Telecom Argentina SA ADR		175,460		3,523,237


			$	17,234,301




Botswana — 0.3%

Barclays Bank of Botswana		851,265	$	822,152
Botswana Insurance Holdings Ltd.		375,511		500,760
First National Bank of Botswana		4,730,800		1,686,514
Letshego⁽¹⁾		12,485,691		2,325,808
Sechaba Breweries Ltd.		877,800		1,508,078
Standard Chartered Bank Botswana		531,120		699,074


			$	7,542,386




Brazil — 6.1%

AES Tiete SA, PFC Shares		54,200	$	772,504
All America Latina Logistica SA (Units)		248,900		1,239,535
Anhanguera Educacional Participacoes SA		45,500		669,176
B2W Companhia Global do Varejo		44,970		365,397
Banco Bradesco SA, PFC Shares		398,556		7,208,063
Banco do Brasil SA		183,398		2,766,700
Banco do Estado do Rio Grande do Sul, PFC Shares		65,400		689,484
Banco Santander Brasil SA		123,000		1,106,882
BM&F Bovespa SA		452,351		2,700,642
BR Malls Participacoes SA		102,200		1,104,237
Bradespar SA, PFC Shares		45,500		927,571
Braskem SA, PFC Shares		46,960		418,492
BRF-Brasil Foods SA		202,140		4,209,165
Brookfield Incorporacoes SA		115,000		442,089
Centrais Eletricas Brasileiras SA, Class B, PFC Shares		177,300		2,444,413
Cia Brasileira de Distribuicao Grupo Pao de Acucar, PFC Shares		35,769		1,364,633
Cia de Bebidas das Americas, PFC Shares		260,190		8,691,439
Cia de Companhia de Concessoes Rodoviarias (CCR)		70,600		1,943,006
Cia de Saneamento Basico do Estado de Sao Paulo		51,020		1,399,681
Cia de Saneamento de Minas Gerais-Copasa MG		17,900		336,137
Cia de Transmissao de Energia Eletrica Paulista, PFC Shares		17,390		498,348
Cia Energetica de Minas Gerais, PFC Shares		150,054		2,508,402
Cia Energetica de Sao Paulo, PFC Shares		80,000		1,362,961
Cia Hering		59,300		1,324,609
Cia Paranaense de Energia-Copel, PFC Shares		46,100		922,349
Cia Siderurgica Nacional SA (CSN)		134,200		1,243,628
Cielo SA		127,986		3,391,888
Contax Participacoes SA, PFC Shares		24,300		269,630
Cosan SA Industria e Comercio		40,000		624,399
CPFL Energia SA		113,600		1,453,704
Cyrela Brazil Realty SA		84,100		735,266
Diagnosticos da America SA		89,800		713,965
Duratex SA		47,024		254,724
EcoRodovias Infraestrutura e Logistica SA		55,900		423,275
EDP-Energias do Brasil SA		30,400		655,153
Eletropaulo Metropolitana SA, Class B, PFC Shares		38,280		686,737
Empresa Brasileira de Aeronautica SA		320,100		2,209,386
Estacio Participacoes SA		32,500		379,358
Fibria Celulose SA		47,157		419,973
Gafisa SA		172,300		639,282
Gerdau SA, PFC Shares		187,100		1,683,720
Gol Linhas Aereas Inteligentes SA, PFC Shares		37,400		294,303
Hypermarcas SA		137,500		740,018
Itau Unibanco Holding SA, PFC Shares		467,322		8,909,019
Itausa-Investimentos Itau SA, PFC Shares		649,795		4,068,670
JBS SA⁽¹⁾		284,600		855,366
Light SA		44,500		693,348
LLX Logistica SA⁽¹⁾		163,000		362,676
Localiza Rent a Car SA		61,100		923,520
Lojas Americanas SA, PFC Shares		124,312		1,093,346
Lojas Renner SA		36,200		1,097,692
Marcopolo SA, PFC Shares		262,600		1,162,454
Marfrig Frigorificos e Comercio de Alimentos SA		56,355		244,544
Metalurgica Gerdau SA, PFC Shares		59,700		676,682
MMX Mineracao e Metalicos SA⁽¹⁾		74,400		325,447
MRV Engenharia e Participacoes SA		89,400		630,073
Natura Cosmeticos SA		60,200		1,171,145
OGX Petroleo e Gas Participacoes SA⁽¹⁾		227,800		1,884,125
PDG Realty SA Empreendimentos e Participacoes		356,400		1,571,452
Petroleo Brasileiro SA		43,200		580,747
Petroleo Brasileiro SA, PFC Shares		1,382,600		17,169,253
Randon Participacoes SA, PFC Shares		70,700		450,922
Redecard SA		188,300		3,164,199
Rossi Residencial SA		65,000		410,781
Souza Cruz SA		109,500		1,343,198

See Notes to Financial Statements.

Eaton Vance

Parametric Structured Emerging Markets Fund

October 31, 2011

Portfolio of Investments — continued


Security	Shares		Value


Brazil (continued)


Suzano Papel e Celulose SA		64,725	$	316,679
TAM SA, PFC Shares		31,400		627,140
Tele Norte Leste Participacoes SA, PFC Shares		135,900		1,465,980
Telefonica Brasil SA, PFC Shares		136,426		3,969,175
Telemar Norte Leste SA, PFC Shares		25,600		700,073
Tim Participacoes SA		284,627		1,472,166
Totvs SA		78,590		1,304,607
Tractebel Energia SA		58,300		933,832
Ultrapar Participacoes SA		75,084		1,338,248
Usinas Siderurgicas de Minas Gerais SA, PFC Shares		128,450		882,844
Vale Fertilizantes SA, PFC Shares		25,300		357,060
Vale SA		34,400		875,804
Vale SA ADR		30,700		780,087
Vale SA, PFC Shares		555,440		13,199,727
Weg SA		114,800		1,273,810


			$	142,520,215




Bulgaria — 0.1%

CB First Investment Bank AD⁽¹⁾		235,000	$	362,084
Central Cooperative Bank AD⁽¹⁾		227,900		150,791
Chimimport AD⁽¹⁾		329,922		409,662
Corporate Commercial Bank AD⁽¹⁾		10,400		579,269
MonBat AD		60,235		255,460
Petrol AD⁽¹⁾		102,500		270,002
Sopharma AD		354,600		822,748
Vivacom		44,690		150,948


			$	3,000,964




Chile — 3.1%

Administradora de Fondos de Pensiones Provida SA		152,900	$	641,309
AES Gener SA		2,001,600		1,143,847
Almendral SA		2,512,600		362,569
Antarchile SA, Series A		75,704		1,313,181
Banco de Chile		48,581,909		6,782,330
Banco de Chile ADR		7,009		568,360
Banco de Credito e Inversiones		49,557		2,781,443
Banco Santander Chile SA		39,183,610		3,031,041
Banmedica SA		241,180		418,416
Besalco SA		482,800		749,894
Cap SA		57,512		2,218,664
Cencosud SA		671,931		4,292,569
Cia Cervecerias Unidas SA		110,890		1,256,127
Cia General de Electricidad SA		134,950		639,012
Cia Sud Americana de Vapores SA		805,299		218,620
Colbun SA		5,497,110		1,502,323
Corpbanca SA		78,754,570		1,139,486
Embotelladora Andina SA, Class B, PFC Shares		167,941		799,344
Empresa Nacional de Electricidad SA		2,251,063		3,606,663
Empresas CMPC SA		850,520		3,541,302
Empresas Copec SA		369,176		5,658,765
Empresas La Polar SA		210,000		140,586
Enersis SA		8,607,221		3,494,186
ENTEL SA		68,500		1,356,159
Grupo Security SA		830,289		296,562
Inversiones Aguas Metropolitanas SA		306,600		481,849
Lan Airlines SA		163,995		4,232,507
Madeco SA⁽¹⁾		5,047,652		211,714
Minera Valparaiso SA		12,324		433,899
Parque Arauco SA		431,100		826,213
Quinenco SA		162,900		460,489
Ripley Corp. SA		748,500		794,408
S.A.C.I. Falabella SA		738,900		6,937,320
Salfacorp SA		451,500		1,391,499
Sigdo Koppers SA		294,200		525,471
Sociedad de Inversiones Oro Blanco SA		13,300,000		238,610
Sociedad de Inversiones Pampa Calichera SA, Class A		244,730		474,525
Sociedad Quimica y Minera de Chile SA, Series B		67,540		4,052,813
Socovesa SA		575,700		277,304
Sonda SA		723,900		1,767,087
Vina Concha y Toro SA		369,122		737,001


			$	71,795,467




China — 8.7%

Agile Property Holdings, Ltd.		400,000	$	359,544
Agricultural Bank of China, Ltd., Class H		3,769,000		1,686,822
Air China, Ltd., Class H		1,068,000		828,527
Alibaba.com, Ltd.		617,500		725,183
Aluminum Corp. of China, Ltd., Class H		1,250,000		671,362
Angang Steel Co., Ltd., Class H		484,000		295,298
Anhui Conch Cement Co., Ltd., Class H		376,000		1,353,040
Anta Sports Products, Ltd.		637,000		580,102
AsiaInfo-Linkage, Inc.⁽¹⁾		28,700		287,574
Baidu, Inc. ADR⁽¹⁾		80,000		11,214,400
Bank of China, Ltd., Class H		12,972,000		4,616,849
Bank of Communications, Ltd., Class H		1,120,900		770,365
Beijing Capital International Airport Co., Ltd., Class H		772,000		343,720
Beijing Enterprises Holdings, Ltd.		270,500		1,502,081
BOC Hong Kong Holdings, Ltd.		127,500		301,253
BYD Co., Ltd., Class H⁽¹⁾		398,200		960,318

See Notes to Financial Statements.

Eaton Vance

Parametric Structured Emerging Markets Fund

October 31, 2011

Portfolio of Investments — continued


Security	Shares		Value


China (continued)


Chaoda Modern Agriculture Holdings, Ltd.⁽²⁾		2,391,958	$	270,946
China Agri-Industries Holdings, Ltd.		1,241,000		989,325
China Bluechemical, Ltd., Class H		468,000		368,525
China CITIC Bank Corp., Ltd., Class H		1,786,000		954,983
China Coal Energy Co., Class H		1,190,000		1,482,178
China Communications Construction Co., Ltd., Class H		1,769,000		1,334,278
China Communications Services Corp., Ltd., Class H		884,000		404,319
China Construction Bank Corp., Class H		16,301,630		11,977,382
China COSCO Holdings Co., Ltd., Class H		1,542,975		802,773
China Dongxiang (Group) Co., Ltd.		2,459,000		439,876
China Eastern Airlines Corp., Ltd., Class H⁽¹⁾		1,120,000		440,654
China Everbright International, Ltd.		1,134,000		328,822
China Everbright, Ltd.		236,000		350,488
China Green (Holdings), Ltd.		339,000		105,099
China High Speed Transmission Equipment Group Co., Ltd.		651,000		410,632
China International Marine Containers Co., Ltd., Class B		482,672		581,053
China Life Insurance Co., Ltd., Class H		1,598,000		4,111,551
China Longyuan Power Group Corp., Class H		1,363,000		1,130,144
China Medical Technologies, Inc. ADR⁽¹⁾		34,300		171,843
China Mengniu Dairy Co., Ltd.		658,000		2,088,325
China Merchants Bank Co., Ltd., Class H		924,524		1,866,764
China Merchants Holdings (International) Co., Ltd.		426,035		1,325,425
China Minsheng Banking Corp, Ltd., Class H		986,700		800,022
China Mobile, Ltd.		2,287,500		21,741,168
China National Building Material Co., Ltd., Class H		684,000		876,139
China National Materials Co., Ltd., Class H		681,000		342,861
China Oilfield Services, Ltd., Class H		424,000		703,034
China Overseas Land & Investment, Ltd.		830,160		1,540,310
China Pacific Insurance (Group) Co., Ltd., Class H		210,600		643,595
China Petroleum & Chemical Corp., Class H		4,239,000		4,003,560
China Pharmaceutical Group, Ltd.		1,402,000		379,872
China Railway Construction Corp., Class H		1,032,000		615,016
China Railway Group, Ltd., Class H		1,578,000		523,921
China Resources Enterprise, Ltd.		634,000		2,315,398
China Resources Gas Group, Ltd.		164,000		238,285
China Resources Land, Ltd.		562,000		822,597
China Resources Power Holdings Co., Ltd.		787,600		1,400,826
China Shenhua Energy Co., Ltd., Class H		890,000		4,071,562
China Shineway Pharmaceutical Group, Ltd.		176,000		245,679
China Shipping Container Lines Co., Ltd., Class H⁽¹⁾		2,613,000		492,427
China Shipping Development Co., Ltd., Class H		830,000		584,699
China Southern Airlines Co., Ltd., Class H⁽¹⁾		1,434,000		800,258
China Taiping Insurance Holdings Co., Ltd.⁽¹⁾		573,400		1,234,695
China Telecom Corp., Ltd., Class H		6,614,000		4,075,163
China Travel International Investment Hong Kong, Ltd.		4,692,000		708,525
China Unicom, Ltd.		2,162,372		4,347,699
China Vanke Co., Ltd., Class B		445,120		499,054
China Yurun Food Group, Ltd.		689,000		1,185,511
China Zhongwang Holdings, Ltd.		464,000		152,865
Chongqing Changan Automobile Co., Ltd., Class B		1,100,286		320,081
Citic Pacific, Ltd.		486,000		878,333
CNOOC, Ltd.		4,070,000		7,693,764
Cosco Pacific, Ltd.		868,000		1,205,560
Country Garden Holdings Co.		1,479,000		585,592
Ctrip.com International, Ltd. ADR⁽¹⁾		60,600		2,112,516
Datang International Power Generation Co., Ltd., Class H		1,562,000		402,547
Dongfeng Motor Group Co., Ltd., Class H		1,488,000		2,442,314
Fibrechem Technologies, Ltd.⁽¹⁾⁽²⁾		100,200		0
Focus Media Holding, Ltd. ADR⁽¹⁾		65,800		1,788,444
FU JI Food & Catering Services⁽¹⁾⁽²⁾		83,000		0
Global Bio-chem Technology Group Co., Ltd.		1,400,000		320,397
Golden Eagle Retail Group, Ltd.		413,000		1,046,341
Great Wall Motor Co., Ltd., Class H		862,500		1,162,491
Guangdong Investment, Ltd.		872,000		522,707
Guangzhou Automobile Group Co., Ltd., Class H		1,268,013		1,265,052
Guangzhou R&F Properties Co., Ltd., Class H		362,400		349,858
Harbin Electric Co., Ltd., Class H		448,000		451,467
Hengdeli Holdings, Ltd.		1,706,000		764,828
Hidili Industry International Development, Ltd.		594,000		248,030
Home Inns & Hotels Management, Inc. ADR⁽¹⁾		20,200		690,032
Huaneng Power International, Inc., Class H		2,148,000		957,821
Industrial & Commercial Bank of China, Ltd., Class H		12,843,000		8,003,741
Inner Mongolia Eerduosi Cashmere Products Co., Ltd., Class B		401,700		544,408
Inner Mongolia Yitai Coal Co., Ltd., Class B		158,000		873,018
Jiangsu Expressway Co., Ltd., Class H		594,000		508,200
Jiangxi Copper Co., Ltd., Class H		350,000		842,499
Kingboard Chemical Holdings, Ltd.		205,000		692,419
Kunlun Energy Co., Ltd.		584,000		819,536
Lee & Man Paper Manufacturing, Ltd.		1,220,000		498,797
Lenovo Group, Ltd.		2,156,000		1,449,487
Li Ning Co., Ltd.		511,000		483,901
Lianhua Supermarket Holdings Ltd., Class H		104,400		167,984
Maanshan Iron & Steel Co., Ltd., Class H		1,422,000		425,164
Metallurgical Corp. of China, Ltd., Class H		1,156,000		250,844
Mindray Medical International, Ltd. ADR		38,600		1,053,780
NetEase.com, Inc. ADR⁽¹⁾		30,800		1,458,996

See Notes to Financial Statements.

Eaton Vance

Parametric Structured Emerging Markets Fund

October 31, 2011

Portfolio of Investments — continued


Security	Shares		Value


China (continued)


New Oriental Education & Technology Group, Inc. ADR⁽¹⁾		63,200	$	1,873,248
Nine Dragons Paper Holdings, Ltd.		382,000		258,598
NWS Holdings, Ltd.		472,500		716,487
Parkson Retail Group, Ltd.		846,000		1,071,094
PetroChina Co., Ltd., Class H		5,408,000		7,020,623
PICC Property & Casualty Co., Ltd., Class H		570,000		786,169
Ping An Insurance (Group) Co. of China, Ltd., Class H		345,500		2,560,183
Poly (Hong Kong) Investments, Ltd.		675,000		339,405
Ports Design, Ltd.		249,500		444,900
Renhe Commercial Holdings Co., Ltd.		3,020,000		423,190
Semiconductor Manufacturing International Corp.⁽¹⁾		9,346,000		500,895
Shanda Interactive Entertainment, Ltd. ADR⁽¹⁾		20,100		798,975
Shandong Weigao Group Medical Polymer Co., Ltd., Class H		984,000		1,023,949
Shanghai Electric Group Co., Ltd., Class H		1,704,000		751,929
Shanghai Industrial Holdings, Ltd.		210,000		684,884
Shanghai Zhenhua Heavy Industry Co., Ltd., Class B⁽¹⁾		784,350		405,724
Shimao Property Holdings, Ltd.		417,000		408,180
SINA Corp.⁽¹⁾		18,000		1,463,220
Sino Biopharmaceutical, Ltd.		1,508,000		459,360
Sino-Ocean Land Holdings, Ltd.		877,000		392,427
Sinopec Shanghai Petrochemical Co., Ltd., Class H		854,000		314,626
Sinotrans Shipping, Ltd.		1,000,000		252,130
Sinotruk Hong Kong, Ltd.		790,500		465,868
Sohu.com, Inc.⁽¹⁾		13,200		797,280
Sound Global, Ltd.		691,000		303,890
Standard Chartered PLC		42,786		1,015,139
Suntech Power Holdings Co., Ltd. ADR⁽¹⁾		92,200		252,628
Swire Pacific, Ltd., Class H		345,000		789,791
Tencent Holdings, Ltd.		251,000		5,776,486
Tingyi (Cayman Islands) Holding Corp.		866,000		2,457,560
Tsingtao Brewery Co., Ltd., Class H		206,000		1,048,850
Want Want China Holdings, Ltd.		3,043,000		2,805,817
Weichai Power Co., Ltd., Class H		194,000		973,724
Wumart Stores, Inc., Class H		185,000		371,486
WuXi PharmaTech (Cayman), Inc. ADR⁽¹⁾		47,100		585,453
Yangzijiang Shipbuilding Holdings, Ltd.		744,000		551,068
Yantai Changyu Pioneer Wine Co., Ltd., Class B		75,600		850,574
Yanzhou Coal Mining Co., Ltd., Class H		578,000		1,430,719
Zhaojin Mining Industry Co., Ltd., Class H		362,000		647,235
Zhejiang Expressway Co., Ltd., Class H		480,000		319,974
Zhuzhou CSR Times Electric Co., Ltd., Class H		152,000		356,261
Zijin Mining Group Co., Ltd., Class H		1,548,000		656,919
ZTE Corp., Class H		295,953		840,092


			$	203,304,523




Colombia — 1.7%

Almacenes Exito SA		265,790	$	3,418,521
Banco de Bogota		47,030		1,252,117
Bancolombia SA ADR, PFC Shares		86,900		5,420,822
Bolsa de Valores de Colombia		16,150,000		285,611
Cementos Argos SA		239,340		1,377,552
Cia Colombiana de Inversiones SA		202,370		464,171
Cia de Cemento Argos SA		260,050		2,494,585
Corporacion Financiera Colombiana SA		54,754		1,029,972
Ecopetrol SA		2,487,190		5,331,597
Empresa de Energia de Bogota SA		530,285		373,700
Empresa de Telecommunicaciones de Bogota SA		2,532,380		770,842
Grupo Aval Acciones y Valores SA		3,145,485		2,064,962
Grupo de Inversiones Suramericana		152,870		2,685,466
Grupo Nutresa SA		346,655		4,198,501
Grupo Odinsa SA		57,300		267,154
Interconexion Electrica SA		657,460		4,192,805
ISAGEN SA ESP		1,543,100		1,819,303
Tableros y Maderas de Caldas		177,883,873		914,205
Textiles Fabricato Tejicondor SA⁽¹⁾		36,122,860		1,374,450


			$	39,736,336




Croatia — 0.6%

Adris Grupa DD, PFC Shares		43,344	$	1,696,234
Atlantska Plovidba DD⁽¹⁾		5,167		378,861
Dalekovod DD⁽¹⁾		19,495		551,249
Ericsson Nikola Tesla		6,040		1,172,971
Hrvatski Telekom DD		142,830		6,517,353
Koncar-Elektroindustrija DD		8,119		777,265
Petrokemija DD⁽¹⁾		25,975		938,530
Podravka Prehrambena Industrija DD⁽¹⁾		18,635		860,513
Privredna Banka Zagreb DD		3,177		305,303
Zagrebacka Banka DD⁽¹⁾		83,995		676,716


			$	13,874,995




Czech Republic — 1.6%

CEZ AS		321,560	$	13,597,461
Komercni Banka AS		47,264		9,043,137
New World Resources PLC, Class A		487,200		4,046,959
Pegas Nonwovens SA		61,300		1,447,867
Philip Morris CR AS		2,213		1,448,467

See Notes to Financial Statements.

Eaton Vance

Parametric Structured Emerging Markets Fund

October 31, 2011

Portfolio of Investments — continued


Security	Shares		Value


Czech Republic (continued)


Telefonica 02 Czech Republic AS		194,804	$	4,102,160
Unipetrol AS⁽¹⁾		346,507		3,363,426


			$	37,049,477




Egypt — 1.6%

Alexandria Mineral Oils Co.		132,820	$	1,486,387
Amer Group Holding⁽¹⁾		2,427,000		471,696
Arab Cotton Ginning		1,993,380		968,371
Citadel Capital Co.⁽¹⁾		495,400		263,938
Commercial International Bank		1,107,204		4,915,730
Eastern Tobacco		66,704		1,054,734
Egypt Kuwaiti Holding Co.		999,596		1,015,958
Egyptian Financial & Industrial Co.⁽¹⁾		87,400		165,797
Egyptian Financial Group-Hermes Holding SAE⁽¹⁾		770,838		1,656,195
Egyptian for Tourism Resorts⁽¹⁾		4,721,950		824,233
Egyptian International Pharmaceutical Industrial Co.		45,290		256,330
El Ezz Aldekhela Steel Alexa Co.		4,000		304,502
El Sewedy Cables Holding Co.		159,606		568,269
Ezz Steel		655,345		658,351
Juhayna Food Industries⁽¹⁾		2,646,000		2,152,694
Maridive & Oil Services SAE		524,400		994,635
Misr Beni Suef Cement Co.		36,880		394,666
MobiNil-Egyptian Co. for Mobil Services		78,400		1,329,605
National Societe General Bank		134,570		594,809
Orascom Construction Industries (OCI)		169,022		6,813,794
Orascom Telecom Holding SAE⁽¹⁾		6,732,609		3,710,896
Oriental Weavers Co.		79,375		412,279
Palm Hills Developments SAE⁽¹⁾		1,720,500		392,142
Pioneers Holding⁽¹⁾		552,900		292,504
Sidi Kerir Petrochemicals Co.		818,400		1,763,329
Six of October Development & Investment Co.		112,178		264,513
South Valley Cement		1,147,902		681,633
Talaat Moustafa Group⁽¹⁾		2,211,460		1,321,581
Telecom Egypt		876,084		2,183,878


			$	37,913,449




Estonia — 0.3%

AS Merko Ehitus		50,618	$	390,249
AS Nordecon International⁽¹⁾		145,374		203,955
AS Olympic Entertainment Group		503,790		790,626
AS Tallink Group, Ltd.⁽¹⁾		3,623,652		3,065,278
AS Tallinna Kaubamaja		137,340		940,337
AS Tallinna Vesi		58,790		512,950


			$	5,903,395




Ghana — 0.1%

Aluworks Ghana, Ltd.⁽¹⁾		457,409	$	40,124
CAL Bank, Ltd.		1,298,010		203,322
Ghana Commercial Bank, Ltd.		1,453,841		1,850,383
HFC Bank Ghana, Ltd.		1,235,326		286,385
Produce Buying Co., Ltd.		582,428		87,583
Standard Chartered Bank of Ghana, Ltd.		24,700		686,988


			$	3,154,785




Hungary — 1.5%

EGIS Rt.		11,624	$	945,788
FHB Mortgage Bank Rt.⁽¹⁾		39,750		90,244
Magyar Telekom Rt		2,569,400		5,935,573
MOL Hungarian Oil & Gas Rt.⁽¹⁾		127,200		9,846,360
OTP Bank Rt.		647,830		10,158,104
PannErgy PLC⁽¹⁾		66,310		195,192
Richter Gedeon Rt.		52,500		8,433,591


			$	35,604,852




India — 6.5%

ABB, Ltd.		19,900	$	288,176
ACC, Ltd.		20,570		500,881
Adani Enterprises, Ltd.		118,100		1,153,741
Aditya Birla Nuvo, Ltd.		17,702		325,474
Amtek Auto, Ltd.		152,500		397,119
Asian Paints, Ltd.		14,230		921,706
Axis Bank, Ltd.		85,200		2,008,971
Bajaj Auto, Ltd.		38,560		1,371,392
Bajaj Hindusthan, Ltd.		289,000		224,657
Bank of Baroda		27,960		442,336
Bank of India		64,300		437,896
Bharat Forge, Ltd.		63,650		389,080
Bharat Heavy Electricals, Ltd.		238,700		1,549,745
Bharat Petroleum Corp., Ltd.		49,500		633,037
Bharti Airtel, Ltd.		1,059,260		8,475,293
Biocon, Ltd.		51,500		372,773
Cairn India, Ltd.⁽¹⁾		215,500		1,307,518
Canara Bank, Ltd.		59,600		568,504
Cipla, Ltd.		180,610		1,090,951
Coal India, Ltd.		269,500		1,824,805
Colgate-Palmolive (India), Ltd.		24,900		508,506
Container Corp. of India, Ltd.		25,560		507,921
Crompton Greaves, Ltd.		83,600		237,696
Dabur India, Ltd.		364,400		755,838
Divi’s Laboratories, Ltd.		46,800		736,721
DLF, Ltd.		227,600		1,114,258

See Notes to Financial Statements.

Eaton Vance

Parametric Structured Emerging Markets Fund

October 31, 2011

Portfolio of Investments — continued


Security	Shares		Value


India (continued)


Dr. Reddy’s Laboratories, Ltd.		49,620	$	1,681,277
Educomp Solutions, Ltd.		55,565		307,582
Essar Oil, Ltd.⁽¹⁾		198,130		350,458
Financial Technologies India, Ltd.		18,400		275,491
GAIL (India), Ltd.		313,050		2,699,304
GlaxoSmithKline Pharmaceuticals, Ltd.		8,680		366,038
Glenmark Pharmaceuticals, Ltd.		84,160		541,702
GMR Infrastructure⁽¹⁾		976,800		551,021
Grasim Industries, Ltd.		6,730		342,119
Gujarat Ambuja Cements, Ltd.		249,800		791,397
Gujarat State Petronet, Ltd.		383,800		782,849
GVK Power & Infrastructure, Ltd.⁽¹⁾		1,396,900		408,344
HCL Technologies, Ltd.		91,900		826,925
HDFC Bank, Ltd.		481,020		4,795,706
Hero MotoCorp, Ltd.		47,600		2,126,229
Hindalco Industries, Ltd.		316,010		874,938
Hindustan Petroleum Corp., Ltd.		40,900		279,929
Hindustan Unilever, Ltd.		520,800		3,995,580
Hindustan Zinc, Ltd.		148,400		380,074
Housing Development & Infrastructure, Ltd.⁽¹⁾		325,214		658,676
Housing Development Finance Corp., Ltd.		451,200		6,343,553
ICICI Bank, Ltd.		247,370		4,662,944
IDBI Bank, Ltd.		199,900		476,125
Idea Cellular, Ltd.⁽¹⁾		919,400		1,772,223
IFCI, Ltd.		557,800		374,027
Indiabulls Financial Services, Ltd.		165,200		515,883
Indiabulls Real Estate, Ltd.		344,000		525,177
Indian Hotels Co., Ltd.		164,280		234,016
Indian Oil Corp., Ltd.		186,600		1,114,946
Infosys, Ltd.		230,300		13,446,656
Infrastructure Development Finance Co., Ltd.		515,700		1,379,217
ITC, Ltd.		933,260		4,075,985
IVRCL, Ltd.		511,500		437,929
Jaiprakash Associates, Ltd.		518,900		817,059
Jindal Steel & Power, Ltd.		164,100		1,885,068
JSW Steel, Ltd.		45,500		604,736
Kotak Mahindra Bank, Ltd.		118,200		1,236,913
Lanco Infratech, Ltd.⁽¹⁾		983,300		328,122
Larsen & Toubro, Ltd.		69,760		2,007,221
LIC Housing Finance, Ltd.		212,000		1,009,279
Lupin, Ltd.		96,500		928,217
Mahindra & Mahindra, Ltd.		146,460		2,595,467
Maruti Suzuki India, Ltd.		47,150		1,084,838
Mphasis, Ltd.		39,900		281,064
Mundra Port & Special Economic Zone, Ltd.		525,500		1,757,379
Nestle India, Ltd.		9,530		819,657
Nicholas Piramal India, Ltd.		76,807		568,452
NTPC, Ltd.		1,099,400		4,039,997
Oil & Natural Gas Corp., Ltd.		769,780		4,384,242
Power Grid Corporation of India, Ltd.		852,700		1,836,719
Ranbaxy Laboratories, Ltd.		82,560		848,559
Reliance Capital, Ltd.		97,735		733,273
Reliance Communications, Ltd.		887,860		1,440,270
Reliance Industries, Ltd.		574,238		10,250,809
Reliance Infrastructure, Ltd.		150,900		1,430,068
Reliance Power, Ltd.⁽¹⁾		512,050		997,706
Satyam Computer Services, Ltd.⁽¹⁾		445,150		642,566
Sesa Goa, Ltd.		174,300		740,714
Shree Renuka Sugars, Ltd.		283,600		330,688
Siemens India, Ltd.		47,180		825,662
State Bank of India		39,300		1,528,688
State Bank of India GDR		9,600		751,462
Steel Authority of India, Ltd.		255,400		583,740
Sterlite Industries (India), Ltd.		424,020		1,109,793
Sun Pharmaceuticals Industries, Ltd.		216,400		2,233,019
Sun TV Network, Ltd.		43,800		232,724
Suzlon Energy, Ltd.⁽¹⁾		695,050		544,091
Tata Communications, Ltd.		65,700		253,703
Tata Consultancy Services, Ltd.		199,300		4,537,112
Tata Motors, Ltd.		359,750		1,451,789
Tata Power Co., Ltd.		823,900		1,688,779
Tata Steel, Ltd.		119,896		1,173,457
Tata Tea, Ltd.		118,000		222,008
Tata Teleservices Maharashtra, Ltd.⁽¹⁾		791,600		284,514
Titan Industries, Ltd.		178,000		790,054
Torrent Power, Ltd.		44,700		214,481
Unitech, Ltd.⁽¹⁾		926,100		564,296
United Phosphorus, Ltd.		103,100		309,477
United Spirits, Ltd.		54,500		974,399
Voltas, Ltd.		129,000		263,345
Wipro, Ltd.		237,733		1,787,170
Yes Bank, Ltd.		83,900		536,974
Zee Entertainment Enterprises, Ltd.		373,114		916,601


			$	153,915,736




Indonesia — 3.2%

Adaro Energy PT		9,885,000	$	2,229,586
AKR Corporindo Tbk PT		3,936,500		1,331,687
Aneka Tambang Tbk PT		2,434,000		487,183
Astra Argo Lestari Tbk PT		321,000		768,811
Astra International Tbk PT		1,254,200		9,670,863
Bakrie & Brothers Tbk PT⁽¹⁾		78,245,500		454,482

See Notes to Financial Statements.

Eaton Vance

Parametric Structured Emerging Markets Fund

October 31, 2011

Portfolio of Investments — continued


Security	Shares		Value


Indonesia (continued)


Bakrieland Development Tbk PT⁽¹⁾		27,657,500	$	356,762
Bank Central Asia Tbk PT		7,696,000		6,979,149
Bank Danamon Indonesia Tbk PT		2,004,803		1,117,195
Bank Mandiri Tbk PT		4,223,500		3,369,029
Bank Negara Indonesia Persero Tbk PT		3,174,500		1,422,695
Bank Pan Indonesia Tbk PT⁽¹⁾		1,456,500		112,613
Bank Pembangunan Daerah Jawa Barat Dan Banten Tbk PT		3,325,500		365,899
Bank Rakyat Indonesia PT		6,448,000		4,847,927
Bank Tabungan Negara Tbk PT		3,180,000		511,887
Berlian Laju Tanker Tbk PT⁽¹⁾		7,544,500		161,611
Bumi Resources Tbk PT		11,727,000		3,063,055
Charoen Pokphand Indonesia Tbk PT		5,900,000		1,756,959
Delta Dunia Makmur Tbk PT⁽¹⁾		4,150,000		291,145
Energi Mega Persada Tbk PT⁽¹⁾		29,545,700		537,981
Gudang Garam Tbk PT		394,000		2,586,175
Indah Kiat Pulp & Paper Corp. Tbk PT⁽¹⁾		1,021,000		116,694
Indo Tambangraya Megah Tbk PT		221,500		1,104,967
Indocement Tunggal Prakarsa Tbk PT		1,177,000		2,150,340
Indofood Sukses Makmur Tbk PT		3,154,000		1,851,836
Indosat Tbk PT		1,134,000		679,184
International Nickel Indonesia Tbk PT		1,665,500		679,013
Jasa Marga Tbk PT		2,684,500		1,157,049
Kalbe Farma Tbk PT		3,195,500		1,243,850
Lippo Karawaci Tbk PT		10,273,500		736,565
Medco Energi Internasional Tbk PT		2,095,000		544,267
Perusahaan Gas Negara PT		10,987,000		3,624,144
Perusahaan Perkebunan London Sumatra Indonesia Tbk PT		1,752,500		431,027
Semen Gresik (Persero) Tbk PT		1,850,500		1,968,954
Tambang Batubara Bukit Asam Tbk PT		550,000		1,127,872
Telekomunikasi Indonesia Tbk PT		10,109,500		8,431,182
Unilever Indonesia Tbk PT		711,800		1,251,326
United Tractors Tbk PT		2,033,583		5,593,479
XL Axiata Tbk PT		2,085,000		1,166,123


			$	76,280,566




Jordan — 0.8%

Arab Bank PLC		844,515	$	9,468,614
Arab Potash Co. PLC		41,180		2,460,134
Bank of Jordan		29,610		88,183
Capital Bank of Jordan⁽¹⁾		210,413		402,340
Jordan Petroleum Refinery		178,870		1,251,763
Jordan Phosphate Mines		63,363		1,187,457
Jordan Steel		378,281		1,134,621
Jordan Telecom Corp.		192,200		1,489,193
Jordanian Electric Power Co.		228,996		1,063,167
Royal Jordanian Airlines⁽¹⁾		150,000		166,498
Taameer Jordan Holdings PSC⁽¹⁾		1,228,805		740,714
United Arab Investors⁽¹⁾		1,061,925		162,264


			$	19,614,948




Kazakhstan — 0.8%

Eurasian Natural Resources Corp.		402,400	$	4,238,556
Halyk Savings Bank of Kazakhstan JSC GDR⁽¹⁾⁽³⁾		668,700		3,956,330
Kazakhmys PLC		333,000		4,922,926
Kazkommertsbank JSC GDR⁽¹⁾⁽³⁾		48,600		152,638
KazMunaiGas Exploration Production GDR⁽³⁾		269,600		4,583,640


			$	17,854,090




Kenya — 0.7%

Athi River Mining, Ltd.		78,100	$	144,810
Bamburi Cement Co., Ltd.		546,000		824,686
Barclays Bank of Kenya, Ltd.		8,931,260		1,342,246
Co-operative Bank of Kenya, Ltd. (The)		7,737,000		1,135,811
East African Breweries, Ltd.		2,466,480		3,849,619
Equity Bank, Ltd.		12,613,200		2,488,587
KenolKobil, Ltd.		4,090,000		443,392
Kenya Airways, Ltd.		1,264,800		301,591
Kenya Commercial Bank, Ltd.		9,614,620		1,760,897
Kenya Electricity Generating Co., Ltd.		2,321,100		242,142
Kenya Power & Lighting, Ltd.		6,264,337		1,156,678
Mumias Sugar Co., Ltd.		3,844,600		278,997
Nation Media Group, Ltd.		339,320		477,866
Safaricom, Ltd.		82,990,072		2,505,926
Standard Chartered Bank Kenya, Ltd.		149,188		269,845


			$	17,223,093




Kuwait — 1.6%

Aerated Concrete Industries Co.		208,372	$	202,520
Agility DGS		735,000		1,038,534
Ahli United Bank		262,500		790,127
Al Ahli Bank of Kuwait KSC		350,000		854,836
Al Safat Energy Holding Co. KSCC⁽¹⁾		1,880,000		321,046
Al Safwa Group Holding Co. KSC⁽¹⁾		8,080,000		466,116
Al-Qurain Petrochemicals Co.⁽¹⁾		1,780,000		1,445,893
Boubyan Bank KSC⁽¹⁾		535,000		1,182,567
Boubyan Petrochemicals Co.		1,090,000		2,259,647
Burgan Bank SAK⁽¹⁾		436,945		760,200
Combined Group Contracting Co.		66,550		322,877
Commercial Bank of Kuwait SAK		365,000		978,917

See Notes to Financial Statements.

Eaton Vance

Parametric Structured Emerging Markets Fund

October 31, 2011

Portfolio of Investments — continued


Security	Shares		Value


Kuwait (continued)


Commercial Real Estate Co. KSCC⁽¹⁾		1,226,862	$	347,116
Gulf Bank⁽¹⁾		755,000		1,465,842
Gulf Cable & Electrical Industries		187,500		1,019,983
Kuwait Cement Co.		84,000		159,012
Kuwait Finance House KSC		980,545		3,135,879
Kuwait Foods Co. (Americana)		172,500		937,675
Kuwait International Bank⁽¹⁾		834,000		831,698
Kuwait Pipes Industries & Oil Services Co.⁽¹⁾		970,000		548,056
Kuwait Portland Cement Co.		165,000		621,807
Kuwait Projects Co. Holdings KSC		462,525		586,135
Kuwait Real Estate Co.⁽¹⁾		920,000		161,613
Mabanee Co. SAKC⁽¹⁾		415,085		1,323,570
Mena Holding Group⁽¹⁾⁽²⁾		198,000		11,734
Mobile Telecommunications Co.		1,895,000		6,395,062
National Bank of Kuwait SAK		1,458,994		6,033,276
National Industries Group Holding⁽¹⁾		2,165,000		2,077,448
National Investment Co.⁽¹⁾		270,000		194,795
National Mobile Telecommunication Co. KSC		122,500		881,003
National Ranges Co.⁽¹⁾		7,920,000		472,868
Sultan Center Food Products Co.⁽¹⁾		820,000		338,285


			$	38,166,137




Latvia — 0.0%⁽⁴⁾

Grindeks JSC⁽¹⁾		42,000	$	421,874
Latvian Shipping Co.⁽¹⁾		405,000		285,450


			$	707,324




Lebanon — 0.3%

Solidere		86,340	$	1,246,607
Solidere GDR⁽³⁾		314,649		4,702,395


			$	5,949,002




Lithuania — 0.1%

Apranga PVA		278,536	$	598,890
Klaipedos Nafta PVA⁽¹⁾		1,345,900		759,805
Lesto AB		62,755		53,944
Pieno Zvaigzdes		63,600		147,353
Rokiskio Suris		69,800		140,575
Siauliu Bankas⁽¹⁾		760,297		304,009


			$	2,004,576




Malaysia — 3.1%

Aeon Co.(M) Bhd		165,300	$	375,566
Airasia Bhd		915,300		1,150,271
Alliance Financial Group Bhd		385,700		441,433
AMMB Holdings Bhd		459,200		890,203
Axiata Group Bhd		1,388,450		2,194,522
Batu Kawan Bhd		175,500		905,770
Berjaya Corp. Bhd		2,289,600		768,818
Berjaya Sports Toto Bhd		479,914		665,807
Boustead Holdings Bhd		355,100		616,419
British American Tobacco Malaysia Bhd		71,000		1,068,907
Bursa Malaysia Bhd		221,700		488,242
CIMB Group Holdings Bhd		1,110,200		2,725,113
Dialog Group Bhd		1,468,473		1,140,332
Digi.com Bhd		167,200		1,721,678
Gamuda Bhd		1,748,500		1,922,537
Genting Bhd		1,047,300		3,647,749
Genting Plantations Bhd		163,400		389,326
Hong Leong Bank Bhd		245,300		843,847
Hong Leong Financial Group Bhd		145,000		561,230
IJM Corp. Bhd		883,190		1,631,415
IOI Corp. Bhd		1,361,718		2,313,423
Kencana Petroleum Bhd		1,396,334		1,170,345
KNM Group Bhd		1,245,950		578,436
Kuala Lumpur Kepong Bhd		198,300		1,353,058
Kulim (Malaysia) Bhd		860,000		1,001,732
Lafarge Malayan Cement Bhd		438,750		1,009,304
Lion Industries Corp. Bhd		540,300		267,092
Malayan Banking Bhd		1,062,387		2,884,299
Malaysia Airports Holdings Bhd		170,800		350,776
Malaysian Resources Corp. Bhd		1,423,500		929,378
Maxis Bhd		1,354,100		2,354,814
Media Prima Bhd		575,000		473,739
MISC Bhd		482,400		1,093,740
MMC Corp. Bhd		540,000		472,099
Mudajaya Group Bhd		510,600		386,927
Multi-Purpose Holdings Bhd		565,440		486,832
Parkson Holdings Bhd		342,278		621,345
Petronas Chemicals Group Bhd		2,832,900		5,909,789
Petronas Dagangan Bhd		366,500		1,938,876
Petronas Gas Bhd		135,200		575,250
Pharmaniaga Bhd⁽¹⁾		6,175		11,875
PLUS Expressways Bhd		603,900		869,206
PPB Group Bhd		273,800		1,516,356
Public Bank Bhd		556,720		2,299,929
Resorts World Bhd		1,599,100		1,989,229
RHB Capital Bhd		356,200		890,701
SapuraCrest Petroleum Bhd		965,400		1,269,613
Shell Refining Co. Bhd		36,900		115,404
Sime Darby Bhd		1,924,639		5,551,960

See Notes to Financial Statements.

Eaton Vance

Parametric Structured Emerging Markets Fund

October 31, 2011

Portfolio of Investments — continued


Security	Shares		Value


Malaysia (continued)


SP Setia Bhd		544,500	$	679,390
Supermax Corp. Bhd		168,000		201,707
TA Enterprise Bhd		1,323,000		252,653
Tan Chong Motor Holdings Bhd		148,700		216,965
Telekom Malaysia Bhd		631,300		869,311
Tenaga Nasional Bhd		1,003,625		1,946,681
Top Glove Corp. Bhd		327,100		454,153
UEM Land Holdings Bhd⁽¹⁾		765,750		544,403
UMW Holdings Bhd		213,000		458,956
Unisem(M) Bhd		483,600		196,449
Wah Seong Corp. Bhd		435,726		300,657
WCT Bhd		351,800		296,346
YTL Corp. Bhd		1,515,030		730,265
YTL Power International Bhd		1,355,821		839,178


			$	72,821,826




Mauritius — 0.7%

Ireland Blyth, Ltd.		31,600	$	86,373
Mauritius Commercial Bank		1,228,500		7,015,418
Naiade Resorts, Ltd.⁽¹⁾		842,920		813,125
New Mauritius Hotels, Ltd.		1,225,350		3,344,389
Rogers & Co., Ltd.		37,800		412,953
State Bank of Mauritius, Ltd.		937,000		2,669,996
Sun Resorts, Ltd.		376,999		664,165
United Basalt Products, Ltd.		43,200		177,616
United Docks, Ltd.⁽¹⁾		27,400		93,921


			$	15,277,956




Mexico — 6.3%

Alfa SAB de CV, Series A		590,500	$	6,817,313
America Movil SAB de CV ADR, Series L		98,500		2,503,870
America Movil SAB de CV, Series L		24,900,350		31,650,929
Bolsa Mexicana de Valores SAB de CV		1,212,000		1,981,652
Carso Infraestructura y Construccion SA⁽¹⁾		358,400		214,873
Cemex SAB de CV ADR⁽¹⁾		134,300		586,891
Cemex SAB de CV, Series CPO⁽¹⁾		9,339,703		4,085,726
Coca-Cola Femsa SA de CV, Series L		74,200		667,282
Compartamos SAB de CV		2,206,700		3,410,972
Controladora Comercial Mexicana SA de CV⁽¹⁾		260,300		375,987
Corporacion GEO SA de CV, Series B⁽¹⁾		391,700		540,509
Desarrolladora Homex SAB de CV⁽¹⁾		249,950		626,422
Embotelladoras Arca SAB de CV		260,314		1,235,451
Empresas ICA SAB de CV⁽¹⁾		1,678,500		2,246,900
Fomento Economico Mexicano SA de CV ADR		11,300		757,665
Fomento Economico Mexicano SA de CV, Series UBD		1,319,000		8,851,067
Genomma Lab Internacional SA de CV⁽¹⁾		539,800		1,113,867
Grupo Aeroportuario del Pacifico SA de CV, Class B		372,500		1,298,034
Grupo Aeroportuario del Sureste SAB de CV, Class B		95,500		549,482
Grupo Bimbo SA de CV, Series A		1,676,000		3,452,105
Grupo Carso SA de CV, Series A1		895,800		2,309,574
Grupo Elektra SA de CV		45,300		3,490,857
Grupo Financiero Banorte SA de CV, Class O		2,997,400		10,222,243
Grupo Financiero Inbursa SA de CV, Class O		4,549,400		9,759,687
Grupo Mexico SAB de CV, Series B		3,871,726		10,731,714
Grupo Modelo SA de CV, Series C		467,500		2,974,011
Grupo Simec SA de CV, Series B⁽¹⁾		92,000		205,373
Grupo Televisa SA ADR		30,800		656,964
Grupo Televisa SA, Series CPO		1,487,900		6,363,795
Impulsora del Desarrollo y el Empleo en America Latina SA de CV, Series B1⁽¹⁾		919,900		1,348,064
Industrias CH SA, Series B⁽¹⁾		100,700		327,783
Industrias Penoles SA de CV		130,900		5,343,258
Inmuebles Carso SAB de CV⁽¹⁾		714,800		544,400
Kimberly-Clark de Mexico SA de CV		363,200		2,067,136
Mexichem SA de CV		757,991		2,613,468
Minera Frisco SAB de CV⁽¹⁾		714,800		2,816,399
Organizacion Soriana SAB de CV, Class B⁽¹⁾		120,000		261,124
Promotora y Operadora de Infraestructura SA de CV⁽¹⁾		77,700		313,668
Telefonos de Mexico SA de CV ADR		32,000		500,480
Telefonos de Mexico SA de CV, Series L		3,399,300		2,670,569
TV Azteca SAB de CV, Series CPO		625,000		379,399
Urbi Desarrollos Urbanos SA de CV⁽¹⁾		430,300		548,570
Wal-Mart de Mexico SAB de CV, Series V		3,701,900		9,555,441


			$	148,970,974




Morocco — 1.7%

Alliances Developpement Immobilier SA		10,100	$	835,488
Attijariwafa Bank		189,800		8,600,447
Banque Centrale Populaire		45,980		2,228,599
Banque Marocaine du Commerce Exterieur (BMCE)		99,292		2,609,076
Banque Marocaine pour le Commerce et l’Industrie (BMCI)		2,860		308,486
Centrale Laitiere		850		141,444
Ciments du Maroc		7,760		971,956
Compagnie Generale Immobiliere		6,000		816,469
Cosumar Compagnie Sucriere Marocaine et de Raffinage		1,230		259,787
Credit Immobilier et Hotelier		6,440		214,923
Delta Holding SA		63,000		676,920
Douja Promotion Groupe Addoha SA		345,934		3,254,060

See Notes to Financial Statements.

Eaton Vance

Parametric Structured Emerging Markets Fund

October 31, 2011

Portfolio of Investments — continued


Security	Shares		Value


Morocco (continued)


Holcim Maroc SA		5,574	$	1,331,528
Lafarge Ciments		13,210		2,404,049
Managem		14,262		2,938,188
Maroc Telecom		515,875		9,066,116
Samir⁽¹⁾		8,780		823,457
Societe des Brasseries du Maroc		1,590		371,459
SONASID (Societe Nationale de Siderurgie)⁽¹⁾		4,267		949,725
Wafa Assurance		1,790		792,901


			$	39,595,078




Nigeria — 0.8%

Access Bank PLC		16,057,516	$	555,259
Ashaka Cement PLC		2,154,293		208,295
Dangote Cement PLC		1,919,476		1,302,506
Dangote Flour Mills PLC		2,810,000		102,957
Dangote Sugar Refinery PLC		5,767,032		216,661
Diamond Bank PLC		16,654,000		363,268
Ecobank Transnational, Inc.		9,578,418		720,225
Fidelity Bank PLC		22,430,824		241,523
First Bank of Nigeria PLC		19,574,046		1,235,557
First City Monument Bank PLC		10,093,000		254,504
Flour Mills of Nigeria PLC		660,000		262,215
Guaranty Trust Bank PLC		25,971,491		2,374,998
Guiness Nigeria PLC		558,075		711,065
Lafarge Cement WAPCO Nigeria PLC		2,336,900		585,390
Nestle Foods Nigeria PLC		282,360		708,819
Nigerian Breweries PLC		3,894,205		2,238,109
Oando PLC		5,236,498		902,387
PZ Cussons Nigeria PLC		1,481,250		279,164
Skye Bank PLC		16,027,300		500,628
UAC of Nigeria PLC		5,505,741		1,051,849
Unilever Nigeria PLC		2,757,800		457,074
United Bank for Africa PLC		37,828,246		748,538
Zenith Bank, Ltd.		29,679,478		2,383,340


			$	18,404,331




Oman — 0.8%

Bank Dhofar SAOG		872,676	$	1,184,641
Bank Muscat SAOG		2,521,845		4,637,738
Bank Sohar		2,451,900		970,634
Dhofar International Development & Investment Holding Co.		275,832		284,598
Galfar Engineering & Contracting SAOG		742,096		701,418
National Bank of Oman, Ltd.		409,810		334,236
Oman Cables Industry SAOG		93,600		167,160
Oman Cement Co. SAOG		315,500		372,991
Oman Flour Mills Co., Ltd. SAOG		481,100		512,420
Oman International Bank SAOG		1,323,887		958,663
Oman National Investment Corp. Holdings		272,868		115,391
Oman Telecommunications Co.		1,009,800		3,113,145
Omani Qatari Telecommunications Co. SAOG		954,500		1,565,273
Ominvest		618,630		678,597
Raysut Cement Co. SAOG		350,145		809,338
Renaissance Holdings Co.		1,385,623		2,218,300
Shell Oman Marketing Co.		34,398		206,867


			$	18,831,410




Pakistan — 0.8%

Adamjee Insurance Co., Ltd.		221,155	$	124,436
Arif Habib Co., Ltd.		499,620		182,235
Azgard Nine, Ltd.⁽¹⁾		1,954,200		95,863
Bank Alfalah, Ltd.⁽¹⁾		4,021,538		506,082
D.G. Khan Cement Co., Ltd.⁽¹⁾		1,053,232		254,472
Engro Corp., Ltd.		555,144		753,495
Fauji Fertilizer Bin Qasim, Ltd.		1,184,000		850,707
Fauji Fertilizer Co., Ltd.		823,940		1,837,232
Habib Bank, Ltd.		420,750		568,230
Hub Power Co., Ltd.		4,969,800		2,145,212
Jahangir Siddiqui & Co., Ltd.⁽¹⁾		2,323,700		154,631
Kot Addu Power Co., Ltd.		523,900		250,506
Lucky Cement, Ltd.		878,300		838,984
Millat Tractors, Ltd.		76,900		337,826
Muslim Commercial Bank, Ltd.		1,035,223		1,902,540
National Bank of Pakistan		1,340,783		672,079
Nishat Mills, Ltd.		1,359,810		699,899
Oil & Gas Development Co., Ltd.		1,578,991		2,651,618
Pakistan Oil Fields, Ltd.		289,300		1,197,851
Pakistan Petroleum, Ltd.		904,079		1,832,381
Pakistan State Oil Co., Ltd.		306,200		859,279
Pakistan Telecommunication Co., Ltd.		2,792,700		352,880
SUI Northern Gas Pipelines, Ltd.		641,550		132,945
United Bank, Ltd.		775,745		498,748


			$	19,700,131




Peru — 1.9%

Alicorp SA		1,948,900	$	4,320,009
Banco Continental SA		279,280		593,269
Casa Grande SAA		69,120		370,268
Cia de Minas Buenaventura SA ADR		275,080		11,259,024
Cia Minera Milpo SA		567,882		1,057,383
Credicorp, Ltd.		9,890		1,077,911

See Notes to Financial Statements.

Eaton Vance

Parametric Structured Emerging Markets Fund

October 31, 2011

Portfolio of Investments — continued


Security	Shares		Value


Peru (continued)


Credicorp, Ltd. ADR		87,694	$	9,539,353
Edegel SA		1,592,100		952,860
Edelnor SA		108,248		141,969
Energia del Sur SA		39,900		235,556
Ferreyros SA		486,707		436,936
Grana y Montero SA		904,512		2,048,418
Intergroup Financial Services Corp.		29,600		814,000
Luz del Sur SAA		211,550		501,755
Minsur SA		1,239,459		1,213,450
Sociedad Minera Cerro Verde SAA		27,721		1,011,817
Southern Copper Corp.		225,080		6,905,454
Volcan Cia Minera SA, Class B		2,253,818		2,206,523


			$	44,685,955




Philippines — 1.7%

Aboitiz Equity Ventures, Inc.		4,278,000	$	4,083,373
Aboitiz Power Corp.		1,765,000		1,217,486
Alliance Global Group, Inc.		4,540,000		1,111,543
Ayala Corp.		231,595		1,653,457
Ayala Land, Inc.		3,951,800		1,481,339
Banco De Oro		928,020		1,212,477
Bank of the Philippine Islands		1,032,451		1,394,261
DMCI Holdings, Inc.		2,045,000		1,845,497
Filinvest Land, Inc.		14,494,000		386,094
First Gen Corp.⁽¹⁾		1,956,622		634,171
First Philippine Holdings Corp.		228,500		277,918
Globe Telecom, Inc.		18,040		382,095
Holcim Philippines, Inc.		1,492,000		313,970
International Container Terminal Services, Inc.		834,700		1,077,651
JG Summit Holding, Inc.		4,019,900		2,399,350
Jollibee Foods Corp.		573,300		1,213,066
Lopez Holdings Corp.		4,600,000		504,152
Manila Electric Co.		345,600		1,947,952
Manila Water Co.		254,600		115,493
Megaworld Corp.		12,596,000		546,809
Metropolitan Bank & Trust Co.		642,455		1,062,346
Philex Mining Corp.		5,579,225		3,161,953
Philippine Long Distance Telephone Co.		60,920		3,398,332
PNOC Energy Development Corp.		6,100,000		865,470
Robinsons Land Corp.		2,417,100		699,879
San Miguel Corp.		716,000		1,909,140
Semirara Mining Corp.		120,200		596,450
SM Investments Corp.		187,238		2,424,831
SM Prime Holdings, Inc.		4,412,799		1,337,223
Universal Robina Corp.		809,600		888,461
Vista Land & Lifescapes, Inc.		3,675,000		256,675


			$	40,398,914




Poland — 3.4%

Agora SA		79,030	$	365,486
AmRest Holdings SE⁽¹⁾		7,766		164,229
Asseco Poland SA		271,026		4,236,411
Bank Handlowy w Warszawie SA		31,670		745,118
Bank Millennium SA		419,685		580,564
Bank Pekao SA		125,238		5,798,568
Bioton SA⁽¹⁾		13,249,600		334,005
Boryszew SA⁽¹⁾		4,431,900		1,123,700
BRE Bank SA⁽¹⁾		18,304		1,570,740
Budimex SA		25,400		636,756
Cersanit SA⁽¹⁾		130,650		185,071
Cinema City International NV⁽¹⁾		71,200		625,362
Cyfrowy Polsat SA⁽¹⁾		722,128		3,356,587
Echo Investment SA⁽¹⁾		150,000		175,427
Enea SA		169,600		1,011,018
Eurocash SA		255,400		2,041,746
Getin Holding SA⁽¹⁾		378,250		1,010,603
Globe Trade Centre SA⁽¹⁾		222,790		797,453
Grupa Kety SA		9,600		320,297
Grupa Lotos SA⁽¹⁾		79,353		712,373
ING Bank Slaski SA		2,685		651,953
KGHM Polska Miedz SA		158,280		7,641,655
KOPEX SA⁽¹⁾		82,600		472,935
LPP SA		1,400		906,191
Lubelski Wegiel Bogdanka SA		45,700		1,561,743
Mondi Swiecie SA⁽¹⁾		9,600		218,568
Netia SA⁽¹⁾		552,854		940,119
NG2 SA		19,400		267,347
Orbis SA⁽¹⁾		30,000		383,099
PBG SA		62,183		1,693,324
Polimex-Mostostal SA		1,787,172		907,007
Polish Oil & Gas		2,012,500		2,499,917
Polska Grupa Energetyczna SA		743,100		4,571,273
Polski Koncern Naftowy Orlen SA⁽¹⁾		373,700		4,614,496
Powszechna Kasa Oszczednosci Bank Polski SA		704,210		8,009,366
Powszechny Zaklad Ubezpieczen SA		47,800		5,062,399
Tauron Polska Energia SA		1,935,700		3,366,015
Telekomunikacja Polska SA		1,209,250		6,412,321
TVN SA		759,820		3,033,749

See Notes to Financial Statements.

Eaton Vance

Parametric Structured Emerging Markets Fund

October 31, 2011

Portfolio of Investments — continued


Security	Shares		Value


Poland (continued)


Zaklad Przetworstwa Hutniczego Stalprodukt SA		1,900	$	182,169
Zaklady Azotowe Pulawy SA		8,500		253,828


			$	79,440,988




Qatar — 1.7%

Aamal Co. QSC⁽¹⁾		78,521	$	343,955
Barwa Real Estate Co.		114,193		933,204
Commercial Bank of Qatar		78,567		1,796,856
Doha Bank, Ltd.		49,996		883,690
First Finance Co.⁽¹⁾⁽²⁾		53,357		145,069
Gulf International Services QSC		101,750		669,329
Industries Qatar		237,545		8,585,260
Masraf Al Rayan⁽¹⁾		455,150		3,168,127
Qatar Electricity & Water Co.		70,280		2,717,838
Qatar Fuel		13,226		875,735
Qatar Gas Transport Co., Ltd. (NAKILAT)		448,640		2,132,333
Qatar Insurance Co.		18,635		394,566
Qatar International Islamic Bank		45,943		683,656
Qatar Islamic Bank		61,687		1,366,972
Qatar National Bank		196,068		7,879,365
Qatar National Cement Co.		11,550		341,567
Qatar National Navigation		80,321		1,712,131
Qatar Telecom QSC		61,682		2,481,296
United Development Co.⁽¹⁾		80,160		451,811
Vodafone Qatar⁽¹⁾		1,007,110		2,060,639


			$	39,623,399




Romania — 0.6%

Banca Transilvania⁽¹⁾		8,749,520	$	2,782,056
Biofarm Bucuresti		8,351,488		546,517
BRD-Group Societe Generale		1,852,560		6,597,327
OMV Petrom SA		41,816,100		4,074,556
Transelectrica SA		134,000		763,151
TRANSGAZ SA Medias		2,700		191,072


			$	14,954,679




Russia — 6.5%

Aeroflot-Russian Airlines		229,000	$	426,460
AvtoVAZ⁽¹⁾		263,394		193,687
CTC Media, Inc.		247,967		2,854,100
Evraz Group SA GDR⁽³⁾		63,035		1,116,588
Federal Grid Co. Unified Energy System JSC		180,367,282		1,678,318
Federal Hydrogenerating Co. JSC		113,865,487		4,287,833
Federal Hydrogenerating Co. JSC ADR		56,000		210,186
IDGC Holding JSC⁽¹⁾		14,107,700		1,290,079
Irkutsk Electronetwork Co. JSC⁽¹⁾⁽²⁾		338,903		12,021
LSR Group GDR⁽³⁾		186,400		883,562
LUKOIL OAO ADR		238,077		13,789,697
Magnit OJSC GDR		49,200		1,250,587
Magnitogorsk Iron & Steel Works GDR⁽³⁾		53,108		326,549
Mail.ru Group, Ltd. GDR⁽¹⁾⁽³⁾		63,600		2,175,814
Mechel ADR		105,900		1,391,526
MMC Norilsk Nickel		2,387		470,742
MMC Norilsk Nickel ADR		5,076		99,337
MMC Norilsk Nickel GDR		245,824		4,793,779
Mobile TeleSystems OJSC		1,156,028		7,391,281
Mosenergo		8,811,603		561,149
NovaTek OAO GDR⁽³⁾		47,416		6,615,852
Novolipetsk Steel GDR⁽³⁾		40,436		1,097,839
OAO Gazprom		73,400		433,902
OAO Gazprom ADR		2,293,654		26,590,746
OAO Inter Rao Ues		1,911,956,200		2,372,738
OAO Seventh Continent⁽¹⁾		1,300		7,162
OAO TMK GDR⁽³⁾		64,757		833,425
PIK Group GDR⁽¹⁾⁽³⁾		166,400		490,651
Rosneft Oil Co. GDR⁽³⁾		682,850		4,843,286
Rostelecom⁽¹⁾		623,700		3,191,963
Rostelecom ADR⁽¹⁾		30,400		929,480
RusHydro OJSC		5,150,925		207,773
Sberbank of Russia		7,545,888		19,953,003
Sberbank of Russia ADR		325,500		3,547,950
Severstal OAO GDR⁽³⁾		84,845		1,239,185
Sistema JSFC		1,359,200		1,063,238
Sistema JSFC GDR⁽³⁾		41,430		705,349
SOLLERS⁽¹⁾		24,262		328,512
Surgutneftegas OJSC ADR		411,203		3,526,232
Surgutneftegas OJSC ADR, PFC Shares		3,489,400		1,755,667
Tatneft ADR		101,766		3,005,954
TGK-2⁽¹⁾		13,779,634		1,722
Transneft, PFC Shares		847		1,088,730
United Co. RUSAL PLC⁽¹⁾		744,000		678,360
Uralkali GDR⁽³⁾		115,925		4,995,424
VimpelCom, Ltd. ADR		364,284		3,999,838
VTB Bank OJSC GDR⁽³⁾		1,339,470		6,402,298
X5 Retail Group NV GDR⁽¹⁾⁽³⁾		240,894		7,219,477
Yandex N.V., Class A⁽¹⁾		54,700		1,505,344


			$	153,834,395




Slovenia — 0.6%

Gorenje DD⁽¹⁾		37,265	$	298,816
KRKA DD		88,405		6,595,426

See Notes to Financial Statements.

Eaton Vance

Parametric Structured Emerging Markets Fund

October 31, 2011

Portfolio of Investments — continued


Security	Shares		Value


Slovenia (continued)


Luka Koper⁽¹⁾		35,250	$	470,954
Mercator Poslovni Sistem		8,415		2,050,593
Nova Kreditna Banka Maribor		123,892		697,658
Petrol		4,194		941,037
Reinsurance Co. Sava, Ltd.⁽¹⁾		19,485		152,449
Sava DD⁽¹⁾		4,180		129,202
Telekom Slovenije DD		15,242		1,351,127
Zavarovalnica Triglav DD		81,339		1,357,091


			$	14,044,353




South Africa — 6.3%

ABSA Group, Ltd.		126,850	$	2,274,203
Adcock Ingram Holdings, Ltd.		93,500		719,558
AECI, Ltd.		31,830		304,045
African Bank Investments, Ltd.		380,714		1,643,733
African Rainbow Minerals, Ltd.		38,400		883,259
Allied Electronics Corp., Ltd., PFC Shares		186,200		549,144
Anglo Platinum, Ltd.		24,280		1,748,331
AngloGold Ashanti, Ltd.		158,071		7,144,596
Aquarius Platinum, Ltd.		173,100		515,806
Arcelormittal South Africa, Ltd.		50,577		427,210
Aspen Pharmacare Holdings, Ltd.⁽¹⁾		194,231		2,327,632
Aveng, Ltd.		536,790		2,498,377
AVI, Ltd.		119,300		534,173
Barloworld, Ltd.		282,820		2,364,378
Bidvest Group, Ltd.		321,596		6,359,388
Capital Property Fund		839,464		941,657
Clicks Group, Ltd.		147,300		769,644
DataTec, Ltd.		140,700		708,861
Discovery Holdings, Ltd.		250,145		1,305,272
FirstRand, Ltd.		1,525,650		3,777,629
Foschini, Ltd.		95,500		1,198,572
Gold Fields, Ltd.		305,577		5,296,983
Grindrod, Ltd.		340,300		643,314
Group Five, Ltd.		81,460		235,741
Growthpoint Properties, Ltd.		605,700		1,404,530
Harmony Gold Mining Co., Ltd.		148,010		1,935,233
Hyprop Investments, Ltd.		67,500		452,320
Illovo Sugar, Ltd.		87,400		291,631
Impala Platinum Holdings, Ltd.		207,080		4,755,821
Imperial Holdings, Ltd.		81,680		1,200,649
Investec, Ltd.		111,500		682,316
JD Group, Ltd.		58,290		324,319
JSE, Ltd.		42,700		376,981
Kumba Iron Ore, Ltd.		35,260		2,082,893
Kumba Resources, Ltd.		69,510		1,558,295
Lewis Group, Ltd.		32,500		306,571
Liberty Holdings, Ltd.		73,900		755,077
Life Healthcare Group Holdings, Ltd.		504,900		1,223,910
Massmart Holdings, Ltd.		41,650		829,263
Medi-Clinic Corp., Ltd.		57,420		251,384
MMI Holdings, Ltd.		512,896		1,100,545
Mondi, Ltd.		58,230		452,612
Mr. Price Group, Ltd.		118,100		1,130,359
MTN Group, Ltd.		1,358,940		23,619,463
Murray & Roberts Holdings, Ltd.⁽¹⁾		426,950		1,295,751
Nampak, Ltd.		271,938		743,559
Naspers, Ltd., Class N		166,142		7,881,764
Nedbank Group, Ltd.		89,230		1,578,677
Netcare, Ltd.		582,550		1,016,306
Northam Platinum, Ltd.		106,038		408,469
Pick’n Pay Stores, Ltd.		180,470		902,555
Pretoria Portland Cement Co., Ltd.		225,427		682,684
Raubex Group, Ltd.		93,000		152,408
Redefine Properties, Ltd.		1,261,400		1,277,306
Remgro, Ltd.		192,000		2,901,958
Reunert, Ltd.		249,860		1,973,968
RMB Holdings, Ltd.		293,400		918,738
RMI Holdings		483,800		798,779
Sanlam, Ltd.		757,390		2,830,750
Sappi, Ltd.⁽¹⁾		222,236		648,049
Sasol, Ltd.		192,550		8,659,488
Shoprite Holdings, Ltd.		212,000		3,103,632
Spar Group, Ltd.		79,600		968,822
Standard Bank Group, Ltd.		470,921		5,782,566
Steinhoff International Holdings, Ltd.⁽¹⁾		548,840		1,637,356
Sun International, Ltd.		30,482		326,998
Telkom South Africa, Ltd.		253,050		972,867
Tiger Brands, Ltd.		76,800		2,203,787
Tongaat-Hulett		21,000		244,295
Truworths International, Ltd.		184,600		1,857,655
Vodacom Group (Pty), Ltd.		256,600		2,894,727
Wilson Bayly Holmes-Ovcon, Ltd.		68,900		934,313
Woolworths Holdings, Ltd.		371,409		1,885,922


			$	147,389,827




South Korea — 6.1%

Amorepacific Corp.		688	$	778,695
Asiana Airlines⁽¹⁾		46,000		329,815
BS Financial Group, Inc.⁽¹⁾		60,370		664,434
Celltrion, Inc.		20,810		696,654
Cheil Industries, Inc.		14,000		1,236,689

See Notes to Financial Statements.

Eaton Vance

Parametric Structured Emerging Markets Fund

October 31, 2011

Portfolio of Investments — continued


Security	Shares		Value


South Korea (continued)


Cheil Worldwide, Inc.		32,500	$	532,157
CJ CheilJedang Corp.		1,796		495,634
CJ Corp.		3,700		265,083
CJ O Shopping Co., Ltd.		3,130		836,376
Daelim Industrial Co., Ltd.		4,950		428,838
Daewoo Engineering & Construction Co., Ltd.⁽¹⁾		37,741		346,121
Daewoo International Corp.		11,575		337,812
Daewoo Motor Sales Corp.⁽¹⁾		104,445		152,281
Daewoo Securities Co., Ltd.		36,050		347,162
Daewoo Shipbuilding & Marine Engineering Co., Ltd.		18,880		464,271
DGB Financial Group Co., Ltd⁽¹⁾		48,450		609,888
Dong-A Pharmaceutical Co., Ltd.		3,386		277,018
Dongbu Insurance Co., Ltd.		16,840		708,953
Dongkuk Steel Mill Co., Ltd.		12,930		299,453
Doosan Corp.		3,160		399,580
Doosan Heavy Industries & Construction Co., Ltd.		14,200		754,783
Doosan Infracore Co., Ltd.⁽¹⁾		16,600		283,883
E-Mart Co., Ltd.⁽¹⁾		5,028		1,313,487
GLOVIS Co., Ltd.		7,470		1,399,192
GS Engineering & Construction Corp.		6,270		545,271
GS Holdings Corp.		16,000		921,626
Hana Financial Group, Inc.		70,030		2,501,707
Hanjin Heavy Industries & Construction Co., Ltd.⁽¹⁾		9,911		175,390
Hanjin Shipping Co., Ltd.		27,991		275,329
Hankook Tire Co., Ltd.		32,340		1,290,823
Hanmi Pharmaceutical Co., Ltd.⁽¹⁾		6,076		358,185
Hansol Paper Co., Ltd.		30,000		224,138
Hanwha Chemical Corp.		29,490		767,754
Hanwha Corp.		17,590		617,347
Hite-Jinro Co., Ltd.		5,421		123,659
Honam Petrochemical Corp.		4,170		1,137,582
Hynix Semiconductor, Inc.		83,690		1,693,658
Hyosung Corp.		7,680		442,936
Hyundai Department Store Co., Ltd.		6,215		891,079
Hyundai Development Co.		16,000		330,425
Hyundai Engineering & Construction Co., Ltd.		16,470		1,047,985
Hyundai Heavy Industries Co., Ltd.		10,970		2,930,787
Hyundai Marine & Fire Insurance Co., Ltd.		25,800		747,060
Hyundai Merchant Marine Co., Ltd.		32,500		839,212
Hyundai Mipo Dockyard Co., Ltd.		3,775		410,244
Hyundai Mobis		16,900		4,836,634
Hyundai Motor Co.		41,500		8,357,621
Hyundai Securities Co., Ltd.		43,870		377,533
Hyundai Steel Co.		17,530		1,590,754
Industrial Bank of Korea		54,280		712,603
Kangwon Land, Inc.		35,740		952,770
KB Financial Group, Inc.		109,511		4,242,658
KCC Corp.		1,445		350,259
Kia Motors Corp.		56,320		3,610,781
Korea Electric Power Corp.⁽¹⁾		110,520		2,474,814
Korea Exchange Bank		65,860		487,510
Korea Express Co., Ltd.⁽¹⁾		4,349		296,566
Korea Gas Corp.		5,680		191,784
Korea Investment Holdings Co., Ltd.		16,690		554,397
Korea Zinc Co., Ltd.		4,440		1,301,400
Korean Air Lines Co., Ltd.		23,502		1,043,572
Korean Reinsurance Co.		38,661		519,971
KT Corp.		44,253		1,483,221
KT&G Corp.		35,315		2,209,166
LG Chem, Ltd.		12,618		4,071,651
LG Corp.		19,110		1,118,382
LG Display Co., Ltd.		34,900		708,639
LG Electronics, Inc.		22,220		1,471,008
LG Hausys, Ltd.		2,858		204,435
LG Household & Health Care, Ltd.		2,850		1,287,163
LG Life Sciences, Ltd.⁽¹⁾		5,000		173,590
LG Uplus Corp.		154,920		922,612
LIG Insurance Co., Ltd.		12,400		263,961
Lotte Shopping Co., Ltd.		3,265		1,171,817
LS Corp.		3,530		251,245
LS Industrial Systems Co., Ltd.		3,800		186,651
Macquarie Korea Infrastructure Fund		31,415		144,288
Mirae Asset Securities Co., Ltd.		9,580		304,913
Namhae Chemical Corp.		15,250		148,961
NCsoft Corp.		2,850		895,964
NHN Corp.⁽¹⁾		8,075		1,684,611
Nong Shim Co., Ltd.		1,400		274,339
OCI Co., Ltd.		4,670		958,447
ORION Corp.		800		429,188
POSCO		19,127		6,627,283
S-Oil Corp.		14,285		1,482,400
S1 Corp.		5,750		299,249
Samsung C&T Corp.		25,320		1,565,525
Samsung Card Co., Ltd.		14,060		526,871
Samsung Electro-Mechanics Co., Ltd.		9,390		711,246
Samsung Electronics Co., Ltd.		24,000		20,660,652
Samsung Electronics Co., Ltd., PFC Shares		1,928		1,100,018
Samsung Engineering Co., Ltd.		6,600		1,348,046
Samsung Fine Chemicals Co., Ltd.		8,450		405,410
Samsung Fire & Marine Insurance Co., Ltd.		12,585		2,676,012
Samsung Heavy Industries Co., Ltd.		31,450		959,488
Samsung Life Insurance Co., Ltd.		29,600		2,295,650

See Notes to Financial Statements.

Eaton Vance

Parametric Structured Emerging Markets Fund

October 31, 2011

Portfolio of Investments — continued


Security	Shares		Value


South Korea (continued)


Samsung SDI Co., Ltd.		6,350	$	764,917
Samsung Securities Co., Ltd.		15,140		782,312
Samsung Techwin Co., Ltd.		9,295		496,824
Shinhan Financial Group Co., Ltd.		137,903		5,493,660
Shinsegae Co., Ltd.		1,775		446,412
SK Broadband Co., Ltd.⁽¹⁾		83,346		293,416
SK C&C Co., Ltd.		3,900		529,584
SK Chemicals Co., Ltd.		5,860		374,894
SK Energy Co., Ltd.		17,679		2,660,361
SK Holdings Co., Ltd.		6,015		800,757
SK Networks Co., Ltd.		26,310		263,647
SK Telecom Co., Ltd.		12,668		1,686,814
SK Telecom Co., Ltd. ADR		9,450		139,766
STX Pan Ocean Co., Ltd.		54,780		359,952
Tong Yang Securities, Inc.		32,865		137,828
Woongjin Coway Co., Ltd.		14,650		504,677
Woori Finance Holdings Co., Ltd.		94,360		902,689
Woori Investment & Securities Co., Ltd.		34,900		382,186
Yuhan Corp.		1,968		216,139


			$	142,391,020




Taiwan — 6.0%

Acer, Inc.		645,990	$	737,611
Advanced Semiconductor Engineering, Inc.		1,209,412		1,068,721
Altek Corp.		256,145		236,750
Ambassador Hotel		298,000		358,542
AmTRAN Technology Co., Ltd.		358,067		209,192
Asia Cement Corp.		745,461		897,948
Asia Optical Co., Inc.⁽¹⁾		406,907		453,641
Asustek Computer, Inc.		197,325		1,371,840
AU Optronics Corp.		2,363,837		1,018,852
Capital Securities Corp.		711,928		273,445
Catcher Technology Co., Ltd.		211,647		1,179,192
Cathay Financial Holding Co., Ltd.		2,355,181		2,808,648
Chang Hwa Commercial Bank		1,401,740		902,197
Cheng Shin Rubber Industry Co., Ltd.		796,635		1,817,060
Chicony Electronics Co., Ltd.		152,599		254,992
Chimei Innolux Corp.⁽¹⁾		1,479,884		594,449
China Airlines, Ltd.		1,349,411		678,927
China Development Financial Holding Corp.		4,084,804		1,292,640
China Life Insurance Co., Ltd.		920,050		1,019,738
China Motor Corp.		582,315		556,651
China Petrochemical Development Corp.		902,880		1,048,523
China Steel Corp.		3,705,873		3,687,003
Chinatrust Financial Holding Co., Ltd.		3,615,386		2,369,512
Chipbond Technology Corp.		259,000		230,264
Chong Hong Construction Co., Ltd.		166,139		386,709
Chunghwa Picture Tubes, Ltd.⁽¹⁾		2,539,419		154,614
Chunghwa Telecom Co., Ltd.		1,659,746		5,552,892
Chunghwa Telecom Co., Ltd. ADR		20,616		693,316
Clevo Co.		170,426		298,293
Compal Electronics, Inc.		1,249,345		1,146,623
Coretronic Corp.		232,505		174,912
Delta Electronics, Inc.		446,105		1,048,902
Dynapack International Technology Corp.		111,374		420,766
E Ink Holdings, Inc.		267,000		545,066
E.Sun Financial Holding Co., Ltd.		1,495,144		745,142
Elan Microelectronics Corp.		345,300		343,017
Epistar Corp.		191,472		354,505
EVA Airways Corp.		1,016,118		735,063
Evergreen International Storage & Transport Corp.		319,000		190,254
Evergreen Marine Corp.		1,108,252		607,618
Everlight Electronics Co., Ltd.		281,291		520,198
Far Eastern Department Stores, Ltd.		732,313		1,119,647
Far Eastern New Century Corp.		963,798		1,133,151
Far EasTone Telecommunications Co., Ltd.		875,074		1,435,007
Faraday Technology Corp.		177,880		160,917
Feng Hsin Iron & Steel Co., Ltd.		183,260		308,184
First Financial Holding Co., Ltd.		2,333,190		1,548,755
Formosa Chemicals & Fibre Corp.		1,091,980		3,160,262
Formosa International Hotels Corp.		32,028		468,107
Formosa Petrochemical Corp.		582,320		1,831,379
Formosa Plastics Corp.		1,388,670		4,084,204
Formosa Taffeta Co., Ltd.		842,000		777,943
Formosan Rubber Group, Inc.		433,000		310,444
Foxconn International Holdings, Ltd.⁽¹⁾		582,000		389,825
Foxconn Technology Co., Ltd.		268,059		934,284
Fubon Financial Holding Co., Ltd.		2,207,152		2,587,743
Giant Manufacturing Co., Ltd.		150,208		581,241
Gintech Energy Corp.		139,649		173,970
Goldsun Development & Construction Co., Ltd.		889,928		405,288
Great Wall Enterprise Co., Ltd.		682,273		694,808
HannStar Display Corp.⁽¹⁾		2,250,299		129,539
Highwealth Construction Corp.		227,705		393,829
Hon Hai Precision Industry Co., Ltd.		2,093,737		5,739,722
Hotai Motor Co., Ltd.		159,000		691,714
HTC Corp.		177,798		3,995,752
Hua Nan Financial Holdings Co., Ltd.		1,285,167		837,235
Inotera Memories, Inc.⁽¹⁾		895,786		132,370
Inventec Co., Ltd.		614,460		220,824
KGI Securities Co., Ltd.		1,195,205		501,262
Largan Precision Co., Ltd.		27,795		621,393

See Notes to Financial Statements.

Eaton Vance

Parametric Structured Emerging Markets Fund

October 31, 2011

Portfolio of Investments — continued


Security	Shares		Value


Taiwan (continued)


Lite-On Technology Corp.		547,049	$	516,216
Macronix International Co., Ltd.		1,158,860		437,900
MediaTek, Inc.		234,462		2,460,507
Mega Financial Holding Co., Ltd.		3,508,800		2,697,205
Motech Industries, Inc.		122,451		230,019
Nan Kang Rubber Tire Co., Ltd.		689,279		1,189,464
Nan Ya Plastics Corp.		1,853,608		4,169,925
Neo Solar Power Corp.		156,631		125,024
Novatek Microelectronics Corp., Ltd.		215,942		529,350
Pegatron Corp.		433,028		467,697
Phison Electronics Corp.		60,363		318,058
Pou Chen Corp.		1,251,819		962,283
Powertech Technology, Inc.		273,865		666,740
President Chain Store Corp.		374,664		2,083,407
Qisda Corp.		714,000		195,097
Quanta Computer, Inc.		822,508		1,618,563
Radiant Opto-Electronics Corp.		265,119		779,281
Radium Life Tech Co., Ltd.		338,169		304,196
Realtek Semiconductor Corp.		117,994		196,546
RichTek Technology Corp.		101,478		510,212
Ritek Corp.⁽¹⁾		1,292,159		247,811
Ruentex Development Co., Ltd.		269,000		320,546
Ruentex Industries, Ltd.		494,005		994,195
Sanyang Industrial Co., Ltd.		786,866		467,525
Shin Kong Financial Holding Co., Ltd.⁽¹⁾		2,714,368		845,439
Shin Kong Synthetic Fibers Corp.		1,321,483		413,436
Siliconware Precision Industries Co.		863,243		886,179
Simplo Technology Co., Ltd.		70,809		416,652
Sino-American Silicon Products, Inc.		114,233		186,391
SinoPac Financial Holdings Co., Ltd.		2,153,795		697,278
Solar Applied Materials Technology Corp.		305,690		374,192
Star Comgisitic Capital Co., Ltd.		222,320		173,012
Synnex Technology International Corp.		409,818		1,004,578
Tainan Spinning Co., Ltd.		891,959		394,045
Taishin Financial Holdings Co., Ltd.		2,703,629		1,144,764
Taiwan Business Bank⁽¹⁾		1,115,056		364,132
Taiwan Cement Corp.		1,175,850		1,468,496
Taiwan Cooperative Bank		1,267,826		832,077
Taiwan Fertilizer Co., Ltd.		348,000		896,950
Taiwan Glass Industrial Corp.		519,200		638,794
Taiwan Mobile Co., Ltd.		860,784		2,466,579
Taiwan Semiconductor Manufacturing Co., Ltd.		5,419,465		13,206,566
Taiwan Tea Corp.		395,711		208,652
Tatung Co., Ltd.⁽¹⁾		2,377,785		837,191
Teco Electric & Machinery Co., Ltd.		482,000		281,201
Tong Yang Industry Co., Ltd.		346,680		333,068
TPK Holding Co., Ltd.⁽¹⁾		44,100		738,477
Tripod Technology Corp.		132,535		344,806
TSRC Corp.		314,600		816,760
TTY Biopharm Co., Ltd.		171,526		553,268
Tung Ho Steel Enterprise Corp.		532,060		476,894
U-Ming Marine Transport Corp.		186,000		293,288
Uni-President Enterprises Corp.		1,920,430		2,640,900
Unimicron Technology Corp.		359,000		466,141
United Microelectronics Corp.		3,397,090		1,491,567
Walsin Lihwa Corp.		958,000		321,358
Wan Hai Lines, Ltd.		518,962		269,378
Waterland Financial Holdings		990,837		363,761
Wei Chuan Food Corp.		379,000		422,808
Wintek Corp.		692,877		529,559
Wistron Corp.		704,311		815,099
WPG Holdings Co., Ltd.		459,489		554,834
Yageo Corp.		788,000		237,367
Yang Ming Marine Transport		700,755		288,757
Yieh Phui Enterprise		1,068,190		356,406
Young Fast Optoelectronics Co., Ltd.		147,302		424,911
Yuanta Financial Holding Co., Ltd.⁽¹⁾		3,375,938		1,924,443
Yuen Foong Yu Paper Manufacturing Co., Ltd.		899,120		365,451
Yulon Motor Co., Ltd.		768,809		1,617,619
Zinwell Corp.		185,871		229,024


			$	141,453,342




Thailand — 3.2%

Advanced Info Service PCL⁽⁶⁾		1,853,000	$	7,809,942
Airports of Thailand PCL⁽⁶⁾		742,000		914,544
Asian Property Development PCL⁽⁶⁾		2,877,000		417,123
Bangkok Bank PCL		252,500		1,216,550
Bangkok Bank PCL⁽⁶⁾		101,800		515,888
Bangkok Dusit Medical Services PCL⁽⁶⁾		559,400		1,221,810
Bank of Ayudhya PCL⁽⁶⁾		2,076,800		1,364,259
Banpu PCL⁽⁶⁾		77,400		1,594,711
BEC World PCL⁽⁶⁾		1,567,600		1,896,163
Bumrungrad Hospital PCL⁽⁶⁾		899,500		1,157,286
Cal-Comp Electronics (Thailand) PCL⁽⁶⁾		2,747,300		209,632
Central Pattana PCL⁽⁶⁾		426,000		447,210
CH. Karnchang PCL⁽⁶⁾		892,200		185,640
Charoen Pokphand Foods PCL⁽⁶⁾		4,153,900		4,054,868
CP ALL PCL⁽⁶⁾		2,981,100		4,523,822
Delta Electronics (Thailand) PCL⁽⁶⁾		1,087,100		655,152
Electricity Generating PCL⁽⁶⁾		207,400		566,556
Glow Energy PCL⁽⁶⁾		1,063,200		1,842,368
Hana Microelectronics PCL⁽⁶⁾		888,200		476,494

See Notes to Financial Statements.

Eaton Vance

Parametric Structured Emerging Markets Fund

October 31, 2011

Portfolio of Investments — continued


Security	Shares		Value


Thailand (continued)


Indorama Ventures PCL⁽⁶⁾		730,000	$	836,873
IRPC PCL⁽⁶⁾		9,400,700		1,160,656
Italian-Thai Development PCL⁽⁶⁾		4,702,400		563,375
Kasikornbank PCL⁽⁶⁾		998,000		4,030,460
Khon Kaen Sugar Industry PCL		1,832,000		691,663
Krung Thai Bank PCL⁽⁶⁾		1,945,000		952,396
L.P.N. Development PCL⁽⁶⁾		1,255,000		408,390
Land & Houses PCL		1,242,800		228,102
Land & Houses PCL⁽⁶⁾		1,350,700		248,869
Minor International PCL⁽⁶⁾		2,325,270		787,515
Precious Shipping PCL⁽⁶⁾		258,800		121,232
Pruksa Real Estate PCL⁽⁶⁾		1,150,000		395,722
PTT Exploration & Production PCL⁽⁶⁾		949,800		4,932,671
PTT Global Chemical PCL⁽¹⁾⁽⁶⁾		906,049		1,929,958
PTT PCL⁽⁶⁾		601,460		5,929,861
Quality House PCL⁽⁶⁾		5,618,700		244,524
Ratchaburi Electricity Generating Holding PCL⁽⁶⁾		676,000		905,105
Sahaviriya Steel Industries PCL⁽¹⁾⁽⁶⁾		6,249,960		137,017
Samart Corp. PCL⁽⁶⁾		1,341,500		312,480
Siam Cement PCL⁽⁶⁾		215,500		2,191,614
Siam City Cement PCL⁽⁶⁾		47,690		362,636
Siam Commercial Bank PCL⁽⁶⁾		1,211,000		4,576,779
Siam Makro PCL⁽⁶⁾		35,000		235,149
Sino Thai Engineering & Construction PCL⁽⁶⁾		2,479,500		871,409
Thai Airways International PCL⁽⁶⁾		1,268,700		795,291
Thai Beverage PCL		7,386,000		1,554,445
Thai Oil PCL⁽⁶⁾		712,500		1,333,333
Thai Tap Water Supply Co., Ltd.⁽⁶⁾		3,598,200		576,081
Thai Union Frozen Products PCL⁽⁶⁾		643,335		1,102,108
Thanachart Capital PCL⁽⁶⁾		417,400		332,201
Thoresen Thai Agencies PCL⁽⁶⁾		824,160		396,382
TMB Bank PCL⁽⁶⁾		13,375,900		590,638
Total Access Communication PCL⁽⁶⁾		723,300		1,764,146
Total Access Communication PCL NVDR		474,800		1,119,308
TPI Polene PCL⁽⁶⁾		1,115,200		464,426
True Corp. PCL⁽¹⁾⁽⁶⁾		14,176,797		1,298,643


			$	75,451,476




Turkey — 3.3%

Adana Cimento Sanayii TAS		93,019	$	210,247
Akbank TAS		1,479,533		5,388,381
Akcansa Cimento AS		56,400		213,476
Akenerji Elektrik Uretim AS⁽¹⁾		308,455		488,449
Aksa Akrilik Kimya Sanayii AS		185,209		475,753
Albaraka Turk Katilim Bankasi AS		312,900		330,023
Anadolu Efes Biracilik ve Malt Sanayii AS		212,239		2,572,285
Arcelik AS		339,754		1,301,844
Asya Katilim Bankasi AS⁽¹⁾		944,900		1,011,219
Aygaz AS		69,913		380,164
Bagfas Bandirma Gubre Fabrikalari AS		6,300		596,058
BIM Birlesik Magazalar AS		105,560		3,208,832
Cimsa Cimento Sanayi ve Ticaret AS		66,200		286,126
Coca-Cola Icecek AS		65,700		886,057
Dogan Sirketler Grubu Holding AS⁽¹⁾		2,831,509		1,037,468
Dogan Yayin Holding AS⁽¹⁾		1,086,804		404,591
Eczacibasi Ilac Sanayi ve Ticaret AS		356,500		436,568
Enka Insaat ve Sanayi AS		1,299,497		3,347,435
Eregli Demir ve Celik Fabrikalari TAS		1,747,321		3,603,438
Ford Otomotiv Sanayi AS		94,600		687,690
Gubre Fabrikalari TAS⁽¹⁾		25,300		173,262
Haci Omer Sabanci Holding AS		854,018		2,912,231
Hurriyet Gazetecilik ve Matbaacilik AS⁽¹⁾		783,538		406,350
Ihlas Holding AS⁽¹⁾		1,865,600		904,340
Is Gayrimenkul Yatirim Ortakligi AS		527,286		347,238
Kardemir Karabuk Demir Celik Sanayi ve Ticaret AS, Class D⁽¹⁾		1,170,360		541,043
KOC Holding AS		1,526,534		5,426,178
Koza Altin Isletmeleri AS		75,000		1,025,854
Koza Davetiyeleri⁽¹⁾		215,300		495,266
Mondi Tire Kutsan Kagit Ve Ambalas Sanayii AS⁽¹⁾		225,000		141,871
Petkim Petrokimya Holding AS⁽¹⁾		822,861		1,124,145
Petrol Ofisi AS		93,978		238,077
Sekerbank TAS		747,999		420,696
TAV Havalimanlari Holding AS⁽¹⁾		214,000		1,030,812
Tekfen Holding AS		355,317		1,216,104
Tofas Turk Otomobil Fabrikasi AS		194,200		746,382
Trakya Cam Sanayii AS		445,491		713,999
Tupras-Turkiye Petrol Rafinerileri AS		205,670		4,634,032
Turcas Petrolculuk AS		144,459		236,611
Turk Hava Yollari Anonim Ortakligi (THY) AS⁽¹⁾		923,522		1,332,652
Turk Sise ve Cam Fabrikalari AS		614,899		1,173,976
Turk Telekomunikasyon AS		805,100		3,406,462
Turkcell Iletisim Hizmetleri AS⁽¹⁾		1,211,400		5,964,854
Turkiye Garanti Bankasi AS		2,046,100		7,178,879
Turkiye Halk Bankasi AS		325,100		1,997,850
Turkiye Is Bankasi		1,332,807		3,097,774
Turkiye Sinai Kalkinma Bankasi AS		293,332		327,920
Turkiye Vakiflar Bankasi TAO		587,200		997,813
Ulker Gida Sanayi ve Ticaret AS		226,859		719,551
Yapi ve Kredi Bankasi AS⁽¹⁾		734,885		1,373,697

See Notes to Financial Statements.

Eaton Vance

Parametric Structured Emerging Markets Fund

October 31, 2011

Portfolio of Investments — continued


Security	Shares		Value


Turkey (continued)


Yazicilar Holding AS		49,200	$	265,922
Zorlu Enerji Elektrik Uretim AS⁽¹⁾		299,054		292,871


			$	77,730,816




United Arab Emirates — 1.5%

Aabar Investments (PJSC)⁽¹⁾⁽²⁾		2,497,440	$	492,961
Abu Dhabi Commercial Bank (PJSC)⁽¹⁾		2,487,000		1,991,322
Abu Dhabi National Hotels		718,461		489,509
Agthia Group (PJSC)		1,252,100		551,288
Air Arabia		9,312,600		1,600,299
Ajman Bank (PJSC)⁽¹⁾		2,266,800		491,725
Aldar Properties (PJSC)⁽¹⁾		2,506,800		712,506
Amlak Finance (PJSC)⁽¹⁾⁽²⁾		227,500		0
Arabtec Holding Co.⁽¹⁾		9,222,875		3,447,954
Aramex (PJSC)		982,500		480,078
Dana Gas⁽¹⁾		17,357,790		2,491,833
DP World, Ltd.		528,216		5,746,674
Dubai Financial Market⁽¹⁾		3,526,800		982,532
Dubai Investments (PJSC)		1,391,777		261,460
Dubai Islamic Bank (PJSC)		1,575,697		855,940
Emaar Properties (PJSC)		6,393,100		4,806,784
Emirates NBD (PJSC)		606,700		562,218
First Gulf Bank (PJSC)		500,420		2,122,376
Islamic Arabic Insurance Co.⁽¹⁾		946,000		160,668
National Bank of Abu Dhabi (PJSC)		1,534,366		4,458,673
Ras Al Khaimah Cement Co.⁽¹⁾		2,052,000		439,002
Ras Al Khaimah Co.		490,450		213,277
Ras Al Khaimah Properties (PJSC)⁽¹⁾		2,244,000		200,832
Sorouh Real Estate Co.⁽¹⁾		848,925		232,087
Union National Bank		1,604,284		1,305,182
Waha Capital (PJSC)		2,364,751		364,604


			$	35,461,784




Vietnam — 0.8%

Bank for Foreign Trade of Vietnam JSC⁽¹⁾		419,440	$	522,014
Baoviet Holdings		269,000		910,677
Development Investment Construction Corp.		200,850		160,108
FPT Corp.		541,333		1,270,361
Gemadept Corp.⁽¹⁾		312,000		337,165
Hagl JSC⁽¹⁾		786,550		1,102,776
HCM City Infrastructure Investment JSC		365,000		409,191
Hoa Phat Group JSC		710,100		900,020
Kim Long Securities Corp.⁽¹⁾		1,377,700		737,827
Kinh Bac City Development Share Holding Corp.⁽¹⁾		328,860		235,088
Kinhdo Corp.		505,750		811,645
Masan Group Corp.⁽¹⁾		113,390		680,883
PetroVietnam Construction JSC		682,500		372,651
PetroVietnam Drilling and Well Services JSC		587,083		1,062,740
PetroVietnam Fertilizer and Chemical JSC		737,000		1,120,915
PetroVietnam Technical Services Corp. JSC		333,000		236,074
Pha Lai Thermal Power JSC⁽¹⁾		483,390		156,051
Refrigeration Electrical Engineering Corp.		1,182,100		654,884
Saigon Securities, Inc.		882,600		773,560
Song Da Urban & Industrial Zone Investment and Development JSC		153,250		187,473
Tan Tao Investment Industry Co.⁽¹⁾		1,087,300		498,193
Vietnam Construction and Import-Export JSC⁽¹⁾		621,655		392,346
Vietnam Dairy Products JSC		230,990		1,395,869
Vietnam Joint Stock Commercial Bank for Industry and Trade		374,500		429,183
Vincom JSC		523,245		2,317,239


			$	17,674,933



Total Common Stocks
(identified cost $2,234,093,917)			$	2,308,488,204




Corporate Bonds — 0.0%⁽⁴⁾

	Principal
	Amount
Security	(000’s omitted)		Value



India — 0.0%⁽⁴⁾

Dr. Reddy’s Laboratories, Ltd., 9.25%, 3/24/14		INR 1,240	$	25,864



Total Corporate Bonds
(identified cost $27,437)			$	25,864


Equity-Linked Securities⁽⁷⁾ — 0.8%

	Maturity
Security	Date		Shares		Value


Saudi Arabia — 0.8%

Al Abdullatif Industrial Investment Co.⁽⁵⁾		7/6/12		24,300	$	157,942
Al Rajhi Bank⁽⁵⁾		4/30/12		93,193		1,711,555
Alinma Bank⁽⁵⁾		6/4/12		156,100		386,067
Almarai Co., Ltd.⁽⁵⁾		3/27/12		46,000		1,103,940
Arab National Bank⁽⁵⁾		6/4/12		59,500		440,276
Bank Albilad⁽⁵⁾		9/21/12		38,000		184,671
Banque Saudi Fransi⁽⁵⁾		4/30/12		34,584		379,482
Dar Al Arkan Real Estate Development⁽⁵⁾		8/13/12		185,500		310,388
Etihad Etisalat Co.⁽⁵⁾		4/2/12		95,862		1,313,238
Fawaz Abdulaziz Alhokair Co.⁽⁵⁾		4/4/12		20,000		317,983
Jabal Omar Development Co.⁽⁵⁾		5/3/13		84,579		262,182
Jarir Marketing Co.⁽⁵⁾		6/4/12		11,300		606,778
Mobile Telecommunications Co.⁽⁵⁾		6/4/12		295,500		447,165
National Industrialization Co.⁽⁵⁾		5/14/12		176,253		1,877,579
Rabigh Refining and Petrochemicals Co.⁽⁵⁾		4/2/12		21,500		129,137

See Notes to Financial Statements.

Eaton Vance

Parametric Structured Emerging Markets Fund

October 31, 2011

Portfolio of Investments — continued


	Maturity
Security	Date		Shares		Value


Saudi Arabia (continued)


Riyad Bank⁽⁵⁾		6/11/12		82,700	$	525,943
Sahara Petrochemical Co.⁽⁵⁾		11/26/12		46,000		244,400
Samba Financial Group⁽⁵⁾		4/30/12		65,008		837,258
Saudi Arabian Amiantit Co.⁽⁵⁾		6/25/12		53,100		207,788
Saudi Arabian Fertilizer Co.⁽⁵⁾		6/4/12		14,650		728,066
Saudi Arabian Mining Co.⁽⁵⁾		6/25/12		54,900		382,815
Saudi Basic Industries Corp.⁽⁵⁾		3/26/12		89,696		2,305,066
Saudi British Bank⁽⁵⁾		10/2/12		16,800		179,190
Saudi Cable Co.⁽⁵⁾		9/21/12		30,000		94,196
Saudi Cement Co.⁽⁵⁾		8/13/12		15,300		260,596
Saudi Chemical Co.⁽⁵⁾		11/26/12		25,900		267,618
Saudi Electricity Co.⁽⁵⁾		6/25/12		268,400		960,818
Saudi Industrial Investment Group⁽⁵⁾		6/11/12		40,000		207,190
Saudi International Petrochemicals Co.⁽⁵⁾		9/21/12		40,700		217,326
Saudi Kayan Petrochemical Co.⁽⁵⁾		6/4/12		49,000		234,859
Saudi Telecom Co.⁽⁵⁾		5/21/12		78,600		703,171
Savola⁽⁵⁾		4/20/12		115,300		796,296
Yanbu National Petrochemicals Co.⁽⁵⁾		1/7/13		23,900		284,555



Total Equity-Linked Securities
(identified cost $18,727,260)					$	19,065,534


Investment Funds — 0.1%

Security	Shares		Value

Vietnam Enterprise Investments, Ltd.⁽¹⁾		1,239,727	$	2,231,508



Total Investment Funds
(identified cost $5,027,204)			$	2,231,508




Rights⁽¹⁾ — 0.0%⁽⁴⁾

Security	Shares		Value

Central Cooperative Bank AD, Exp. 12/1/11		227,900	$	0
Daewoo Securities Co., Ltd., Exp. 11/1/11		20,243		35,620
Grupo de Inversiones Suramericana, Exp. 11/22/11		39,110		0
Hanjin Shipping Co., Ltd., Exp. 11/4/11		11,834		38,443
Sahaviriya Steel Industries PCL		568		0
Samsung Securities Co., Ltd., Exp. 11/24/11		1,811		18,956
Woori Investment & Securities Co., Ltd., Exp. 11/23/11		12,408		26,872



Total Rights
(identified cost $0)			$	119,891




Short-Term Investments — 1.4%

	Principal
	Amount
Description	(000’s omitted)		Value


State Street Bank and Trust Euro Time Deposit, 0.01%, 11/1/11	$	31,414	$	31,414,325



Total Short-Term Investments
(identified cost $31,414,325)			$	31,414,325



Total Investments — 100.5%
(identified cost $2,289,290,143)			$	2,361,345,326



Other Assets, Less Liabilities — (0.5)%			$	(11,379,401	)



Net Assets — 100.0%			$	2,349,965,925

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
INR		- Indian Rupee


⁽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⁾		Amount is less than 0.05%.

⁽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, 2011, the aggregate value of these securities is $19,065,534 or 0.8% of the Fund’s net assets.

⁽⁶⁾		Indicates a foreign registered security. Shares issued to foreign investors in markets that have foreign ownership limits.

⁽⁷⁾		Security whose performance, including redemption at maturity, is linked to the price of the underlying equity security. The investment is subject to credit risk of the issuing financial institution (HSBC Bank plc) in addition to the market risk of the underlying security.

See Notes to Financial Statements.

Eaton Vance

Parametric Structured Emerging Markets Fund

October 31, 2011

Portfolio of Investments — continued


Currency Concentration of Portfolio

	Percentage
Currency	of Net Assets			Value


United States Dollar		13.5	%	$	316,946,648
Hong Kong Dollar		7.5			177,146,211
Indian Rupee		6.5			153,190,138
South African Rand		6.3			146,874,021
Mexican Peso		6.1			143,965,104
South Korean Won		6.1			142,371,145
Brazilian Real		6.0			141,740,128
New Taiwan Dollar		6.0			140,370,201
Polish Zloty		3.4			79,440,988
New Turkish Lira		3.3			77,730,816
Indonesian Rupiah		3.2			76,280,566
Malaysian Ringgit		3.1			72,821,826
Thai Baht		3.1			72,777,723
Chilean Peso		3.0			71,227,107
Philippine Peso		1.7			40,398,914
Qatari Riyal		1.7			39,623,399
Moroccan Dirham		1.7			39,595,078
Kuwaiti Dinar		1.6			38,166,137
Czech Koruna		1.6			37,049,477
Egyptian Pound		1.5			35,902,856
Hungarian Forint		1.5			35,604,852
Colombian Peso		1.5			34,315,514
United Arab Emirates Dirham		1.3			29,715,110
Other currency, less than 1% each		9.3			218,091,367


Total Investments		100.5	%	$	2,361,345,326


Sector Classification of Portfolio

	Percentage
Sector	of Net Assets			Value


Financials		25.8	%	$	605,473,763
Materials		12.3			289,801,607
Telecommunication Services		11.1			260,845,109
Energy		10.2			240,033,611
Industrials		9.9			233,680,862
Consumer Staples		8.4			197,968,951
Consumer Discretionary		7.6			177,791,229
Information Technology		6.7			157,825,109
Utilities		5.0			117,702,432
Health Care		2.0			46,431,065
Other		1.4			31,560,080
Investment Funds		0.1			2,231,508


Total Investments		100.5	%	$	2,361,345,326

See Notes to Financial Statements.

Eaton Vance

Parametric Structured Emerging Markets Fund

October 31, 2011

Statement of Assets and Liabilities


Assets	October 31, 2011

Investments, at value (identified cost, $2,289,290,143)	$	2,361,345,326
Foreign currency, at value (identified cost, $5,308,229)		5,294,687
Dividends and interest receivable		2,487,585
Receivable for investments sold		1,050,917
Receivable for Fund shares sold		6,802,095
Tax reclaims receivable		6,215


Total assets	$	2,376,986,825





Liabilities

Payable for investments purchased	$	21,008,801
Payable for Fund shares redeemed		2,873,187
Payable to affiliates:
Investment adviser fee		1,498,090
Administration fee		281,734
Distribution and service fees		114,258
Trustees’ fees		4,209
Accrued foreign capital gains taxes		51,826
Accrued expenses		1,188,795


Total liabilities	$	27,020,900


Net Assets	$	2,349,965,925





Sources of Net Assets

Paid-in capital	$	2,314,312,714
Accumulated net realized loss		(56,878,985	)
Accumulated undistributed net investment income		20,581,803
Net unrealized appreciation		71,950,393


Total	$	2,349,965,925





Class A Shares

Net Assets	$	481,193,637
Shares Outstanding		34,997,133
Net Asset Value and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	13.75
Maximum Offering Price Per Share
(100 ¸ 94.25 of net asset value per share)	$	14.59





Class C Shares

Net Assets	$	22,866,093
Shares Outstanding		1,689,838
Net Asset Value and Offering Price Per Share*
(net assets ¸ shares of beneficial interest outstanding)	$	13.53





Class I Shares

Net Assets	$	1,845,906,195
Shares Outstanding		133,701,219
Net Asset Value, Offering Price and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	13.81

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.

See Notes to Financial Statements.

Eaton Vance

Parametric Structured Emerging Markets Fund

October 31, 2011

Statement of Operations


	Year Ended
Investment Income	October 31, 2011

Dividends (net of foreign taxes, $6,422,467)	$	63,323,144
Interest (net of foreign taxes, $215)		2,843


Total investment income	$	63,325,987





Expenses

Investment adviser fee	$	18,431,317
Administration fee		3,471,255
Distribution and service fees
Class A		1,053,428
Class C		255,751
Trustees’ fees and expenses		50,858
Custodian fee		3,520,978
Transfer and dividend disbursing agent fees		1,091,165
Legal and accounting services		134,738
Printing and postage		156,545
Registration fees		553,133
Stock dividend tax		208,194
Miscellaneous		113,061


Total expenses	$	29,040,423



Net investment income	$	34,285,564





Realized and Unrealized Gain (Loss)

Net realized gain (loss) —
Investment transactions (net of foreign capital gains taxes of $1,795)	$	(1,102,629	)
Foreign currency transactions		(2,153,784	)


Net realized loss	$	(3,256,413	)


Change in unrealized appreciation (depreciation) —
Investments (net of increase in accrued foreign capital gains taxes of $13,115)	$	(303,641,095	)
Foreign currency		(54,953	)


Net change in unrealized appreciation (depreciation)	$	(303,696,048	)



Net realized and unrealized loss	$	(306,952,461	)



Net decrease in net assets from operations	$	(272,666,897	)

See Notes to Financial Statements.

Eaton Vance

Parametric Structured Emerging Markets Fund

October 31, 2011

Statements of Changes in Net Assets


	Year Ended October 31,

Increase (Decrease) in Net Assets	2011			2010

From operations —
Net investment income	$	34,285,564		$	14,855,950
Net realized loss from investment and foreign currency transactions		(3,256,413	)		(684,361	)
Net change in unrealized appreciation (depreciation) from investments and foreign currency		(303,696,048	)		307,991,093


Net increase (decrease) in net assets from operations	$	(272,666,897	)	$	322,162,682


Distributions to shareholders —
From net investment income
Class A	$	(3,647,967	)	$	(713,599	)
Class C		(101,937	)		(32,419	)
Class I		(20,253,048	)		(8,254,564	)


Total distributions to shareholders	$	(24,002,952	)	$	(9,000,582	)


Transactions in shares of beneficial interest —
Proceeds from sale of shares
Class A	$	356,399,103		$	147,108,580
Class C		10,795,829			7,882,273
Class I		798,457,889			660,471,185
Net asset value of shares issued to shareholders in payment of distributions declared
Class A		2,710,545			602,017
Class C		74,023			21,890
Class I		12,174,959			4,741,826
Cost of shares redeemed
Class A		(87,629,407	)		(65,660,576	)
Class C		(7,563,045	)		(6,187,470	)
Class I		(352,427,789	)		(167,749,862	)
Issued in connection with tax-free reorganization (see Note 12)
Class A		—			50,476,946
Redemption fees		7,342			178,057


Net increase in net assets from Fund share transactions	$	732,999,449		$	631,884,866



Net increase in net assets	$	436,329,600		$	945,046,966





Net Assets

At beginning of year	$	1,913,636,325		$	968,589,359


At end of year	$	2,349,965,925		$	1,913,636,325





Accumulated undistributed net investment income included in net assets

At end of year	$	20,581,803		$	12,482,235

See Notes to Financial Statements.

Eaton Vance

Parametric Structured Emerging Markets Fund

October 31, 2011

Financial Highlights


	Class A

	Year Ended October 31,

	2011			2010			2009			2008			2007

Net asset value — Beginning of year	$	15.540		$	12.440		$	8.290		$	17.500		$	11.150





Income (Loss) From Operations

Net investment income⁽¹⁾	$	0.201		$	0.105		$	0.121		$	0.190		$	0.110
Net realized and unrealized gain (loss)		(1.826	)		3.082			4.120			(9.216	)		6.215


Total income (loss) from operations	$	(1.625	)	$	3.187		$	4.241		$	(9.026	)	$	6.325





Less Distributions

From net investment income	$	(0.165	)	$	(0.089	)	$	(0.092	)	$	(0.087	)	$	—
From net realized gain		—			—			—			(0.098	)		—


Total distributions	$	(0.165	)	$	(0.089	)	$	(0.092	)	$	(0.185	)	$	—



Redemption fees⁽¹⁾	$	0.000	⁽²⁾	$	0.002		$	0.001		$	0.001		$	0.025



Net asset value — End of year	$	13.750		$	15.540		$	12.440		$	8.290		$	17.500



Total Return⁽³⁾		(10.59	)%		25.77	%		51.81	%		(52.10	)%		56.95	%





Ratios/Supplemental Data

Net assets, end of year (000’s omitted)	$	481,194		$	267,040		$	104,727		$	74,062		$	81,611
Ratios (as a percentage of average daily net assets):
Expenses⁽⁴⁾		1.45	%		1.51	%		1.57	%⁽⁵⁾		1.50	%⁽⁵⁾		1.50	%⁽⁵⁾
Net investment income		1.33	%		0.77	%		1.26	%		1.33	%		0.77	%
Portfolio Turnover		3	%		8	%		11	%		5	%		6	%


⁽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⁾		Excludes the effect of custody fee credits, if any, of less than 0.005%.
⁽⁵⁾		The investment adviser and administrator waived a portion of its fees and subsidized certain operating expenses (equal to 0.02%, 0.20% and 0.52% of average daily net assets for the years ended October 31, 2009, 2008 and 2007, respectively).

See Notes to Financial Statements.

Eaton Vance

Parametric Structured Emerging Markets Fund

October 31, 2011

Financial Highlights — continued


	Class C

	Year Ended October 31,

	2011			2010			2009			2008			2007

Net asset value — Beginning of year	$	15.310		$	12.280		$	8.160		$	17.320		$	11.120





Income (Loss) From Operations

Net investment income⁽¹⁾	$	0.074		$	0.020		$	0.042		$	0.092		$	0.010
Net realized and unrealized gain (loss)		(1.792	)		3.032			4.087			(9.117	)		6.190


Total income (loss) from operations	$	(1.718	)	$	3.052		$	4.129		$	(9.025	)	$	6.200





Less Distributions

From net investment income	$	(0.062	)	$	(0.024	)	$	(0.010	)	$	(0.038	)	$	—
From net realized gain		—			—			—			(0.098	)		—


Total distributions	$	(0.062	)	$	(0.024	)	$	(0.010	)	$	(0.136	)	$	—



Redemption fees⁽¹⁾	$	0.000	⁽²⁾	$	0.002		$	0.001		$	0.001		$	—



Net asset value — End of year	$	13.530		$	15.310		$	12.280		$	8.160		$	17.320



Total Return⁽³⁾		(11.27	)%		24.91	%		50.69	%		(52.50	)%		55.76	%





Ratios/Supplemental Data

Net assets, end of year (000’s omitted)	$	22,866		$	22,800		$	16,918		$	9,828		$	10,218
Ratios (as a percentage of average daily net assets):
Expenses⁽⁴⁾		2.19	%		2.26	%		2.32	%⁽⁵⁾		2.25	%⁽⁵⁾		2.25	%⁽⁵⁾
Net investment income		0.49	%		0.15	%		0.44	%		0.65	%		0.06	%
Portfolio Turnover		3	%		8	%		11	%		5	%		6	%


⁽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⁾		Excludes the effect of custody fee credits, if any, of less than 0.005%.
⁽⁵⁾		The investment adviser and administrator waived a portion of its fees and subsidized certain operating expenses (equal to 0.02%, 0.20% and 0.52% of average daily net assets for the years ended October 31, 2009, 2008 and 2007, respectively).

See Notes to Financial Statements.

Eaton Vance

Parametric Structured Emerging Markets Fund

October 31, 2011

Financial Highlights — continued


	Class I

	Year Ended October 31,

	2011			2010			2009			2008			2007

Net asset value — Beginning of year	$	15.580		$	12.460		$	8.320		$	17.540		$	11.150





Income (Loss) From Operations

Net investment income⁽¹⁾	$	0.233		$	0.163		$	0.156		$	0.231		$	0.160
Net realized and unrealized gain (loss)		(1.821	)		3.071			4.109			(9.251	)		6.232


Total income (loss) from operations	$	(1.588	)	$	3.234		$	4.265		$	(9.020	)	$	6.392





Less Distributions

From net investment income	$	(0.182	)	$	(0.116	)	$	(0.126	)	$	(0.103	)	$	(0.002	)
From net realized gain		—			—			—			(0.098	)		—


Total distributions	$	(0.182	)	$	(0.116	)	$	(0.126	)	$	(0.201	)	$	(0.002	)



Redemption fees⁽¹⁾	$	0.000	⁽²⁾	$	0.002		$	0.001		$	0.001		$	0.000	⁽²⁾



Net asset value — End of year	$	13.810		$	15.580		$	12.460		$	8.320		$	17.540



Total Return⁽³⁾		(10.39	)%		26.22	%		52.15	%		(51.99	)%		57.34	%





Ratios/Supplemental Data

Net assets, end of year (000’s omitted)	$	1,845,906		$	1,623,796		$	846,944		$	278,147		$	273,719
Ratios (as a percentage of average daily net assets):
Expenses⁽⁴⁾		1.20	%		1.26	%		1.33	%⁽⁵⁾		1.25	%⁽⁵⁾		1.25	%⁽⁵⁾
Net investment income		1.53	%		1.19	%		1.56	%		1.62	%		1.12	%
Portfolio Turnover		3	%		8	%		11	%		5	%		6	%


⁽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⁾		Excludes the effect of custody fee credits, if any, of less than 0.005%.
⁽⁵⁾		The investment adviser and administrator waived a portion of its fees and subsidized certain operating expenses (equal to 0.02%, 0.20% and 0.52% of average daily net assets for the years ended October 31, 2009, 2008 and 2007, respectively).

See Notes to Financial Statements.

Eaton Vance

Parametric Structured Emerging Markets Fund

October 31, 2011

Notes to Financial Statements

1 Significant Accounting Policies

Eaton Vance Parametric 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 obligations 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 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 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, certain dividends from foreign securities are recorded as the Fund is informed of the ex-dividend date. Withholding taxes on foreign dividends, interest 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. Taxes attributable to unrealized appreciation are 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.

Eaton Vance

Parametric Structured Emerging Markets Fund

October 31, 2011

Notes to Financial Statements — continued

The Fund is subject to a two percent transaction tax on foreign currency inflows for new investments in Brazil. For the year ended October 31, 2011, such tax amounted to $713,285 and is included in net realized gain (loss) on foreign currency.

At October 31, 2011, the Fund, for federal income tax purposes, had a capital loss carryforward of $48,742,945 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), October 31, 2017 ($44,871,373) and October 31, 2019 ($1,081,009). 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. In addition, such capital loss carryforward cannot be utilized prior to the utilization of new capital losses, if any, created after October 31, 2011.

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 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 was assessed and retained by the Fund for the benefit of the remaining shareholders. The redemption fee was accounted for as an addition to paid-in capital. Effective January 1, 2011, Class A and Class I shares are no longer subject to a redemption fee.

K Repurchase Agreements — The Fund may enter into repurchase agreements (the purchase of a security coupled with an agreement to resell at a specified date and price) with respect to its permitted investments. The terms of a repurchase agreement 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. In the event of bankruptcy of the counterparty to a repurchase agreement, recovery of cash may be delayed. To the extent that, in the meantime, the value of the purchased securities may have decreased, a loss could result.

2 Distributions to Shareholders

Eaton Vance

Parametric Structured Emerging Markets Fund

October 31, 2011

Notes to Financial Statements — continued

The tax character of distributions declared for the years ended October 31, 2011 and October 31, 2010 was as follows:


	Year Ended October 31,

	2011		2010


Distributions declared from:
Ordinary income	$	24,002,952	$	9,000,582

During the year ended October 31, 2011, accumulated net realized loss was decreased by $2,183,044 and accumulated undistributed net investment income was decreased by $2,183,044 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, 2011, the components of distributable earnings (accumulated losses) and unrealized appreciation (depreciation) on a tax basis were as follows:




Undistributed ordinary income	$	25,813,948
Capital loss carryforward	$	(48,742,945	)
Net unrealized appreciation	$	58,582,208

3 Investment Adviser Fee and Other Transactions with Affiliates

The investment adviser fee is earned by Eaton Vance Management (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% on net assets of $500 million but less than $1 billion, 0.775% on net assets of $1 billion but less than $2.5 billion, 0.75% on net assets of $2.5 billion but less than $5 billion and 0.73% on average daily net assets of $5 billion and over, and is payable monthly. For the year ended October 31, 2011, the investment adviser fee amounted to $18,431,317 or 0.80% 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, 2011, the administration fee amounted to $3,471,255.

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, 2011, EVM earned $52,608 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 $37,709 as its portion of the sales charge on sales of Class A shares for the year ended October 31, 2011. 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

Parametric Structured Emerging Markets Fund

October 31, 2011

Notes to Financial Statements — continued

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, 2011, the Fund paid or accrued to EVD $191,813 for Class C shares representing 0.75% of the average daily net assets of Class C shares. At October 31, 2011, the amount of Uncovered Distribution Charges of EVD calculated under the Class C Plan was approximately $2,029,000.

Pursuant to the Class C Plan, the Fund also makes 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 Class C. 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, 2011 amounted to $63,938 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, 2011, the Fund was informed that EVD received approximately $7,000 and $9,000 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 $803,270,125 and $63,602,303, respectively, for the year ended October 31, 2011.

7 Shares of Beneficial Interest


	Year Ended October 31,
Class A	2011			2010


Sales		23,535,442			10,148,854
Issued to shareholders electing to receive payments of distributions in Fund shares		172,536			45,885
Redemptions		(5,892,424	)		(4,840,686	)
Issued in connection with tax-free reorganization (see Note 12)		—			3,405,956



Net increase		17,815,554			8,760,009





	Year Ended October 31,
Class C	2011			2010


Sales		702,397			577,385
Issued to shareholders electing to receive payments of distributions in Fund shares		4,757			1,683
Redemptions		(506,434	)		(467,599	)



Net increase		200,720			111,469

Eaton Vance

Parametric Structured Emerging Markets Fund

October 31, 2011

Notes to Financial Statements — continued


	Year Ended October 31,
Class I	2011			2010


Sales		52,218,449			48,396,655
Issued to shareholders electing to receive payments of distributions in Fund shares		773,504			361,144
Redemptions		(23,488,502	)		(12,531,487	)



Net increase		29,503,451			36,226,312

For the years ended October 31, 2011 and October 31, 2010, the Fund received $7,342 and $178,057, 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, 2011, as determined on a federal income tax basis, were as follows:


Aggregate cost	$	2,302,658,328



Gross unrealized appreciation	$	330,429,406
Gross unrealized depreciation		(271,742,408	)



Net unrealized appreciation	$	58,686,998

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.)

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

Eaton Vance

Parametric Structured Emerging Markets Fund

October 31, 2011

Notes to Financial Statements — continued

At October 31, 2011, the hierarchy of inputs used in valuing the Fund’s investments, which are carried at value, were as follows:


Asset Description	Level 1		Level 2			Level 3		Total


Common Stocks
Asia/Pacific	$	33,860,164	$	889,561,226		$	270,946	$	923,692,336
Emerging Europe		42,473,365		395,665,428			12,021		438,150,814
Latin America		464,943,248		—			—		464,943,248
Middle East/Africa		10,130,447		470,921,595			649,764		481,701,806



Total Common Stocks	$	551,407,224	$	1,756,148,249	*	$	932,731	$	2,308,488,204



Corporate Bonds	$	—	$	25,864		$	—	$	25,864
Equity-Linked Securities		—		19,065,534			—		19,065,534
Investment Funds		—		2,231,508			—		2,231,508
Rights		—		119,891			—		119,891
Short-Term Investments		—		31,414,325			—		31,414,325



Total Investments	$	551,407,224	$	1,809,005,371		$	932,731	$	2,361,345,326


*		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, 2010	$	0
Realized gains (losses)		(58,323	)
Change in net unrealized appreciation (depreciation)*		(2,106,185	)
Cost of purchases		729,286
Proceeds from sales		—
Accrued discount (premium)		—
Transfers to Level 3**		2,367,953
Transfers from Level 3		—



Balance as of October 31, 2011	$	932,731



Change in net unrealized appreciation (depreciation) on investments still held as of October 31, 2011*	$	(2,164,508	)


*		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. Transfers from Level 2 to Level 3 were due to a reduction in the availability of significant observable inputs in determining the fair value of these investments.

All Level 3 investments held at October 31, 2010 were valued at $0.

At October 31, 2011, the value of investments transferred between Level 1 and Level 2, if any, during the year then ended was not significant.

Eaton Vance

Parametric Structured Emerging Markets Fund

October 31, 2011

Notes to Financial Statements — continued

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 from operations	$	329,419,800	��

Because the combined investment portfolios have been managed as a single integrated portfolio since the acquisition was completed, it was not practicable to separate the amounts of revenue and earnings of Emerging Markets Fund since September 24, 2010, through the period ended October 31, 2010.

13 Subsequent Event

Effective November 1, 2011, the fiscal year-end of the Fund was changed from October 31 to January 31.

Eaton Vance

Parametric Structured Emerging Markets Fund

October 31, 2011

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:

We have audited the accompanying statement of assets and liabilities of Eaton Vance Parametric 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, 2011, 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. Our procedures included confirmation of securities owned as of October 31, 2011, 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, such 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, 2011, 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, 2011

Eaton Vance

Parametric Structured Emerging Markets Fund

October 31, 2011

Federal Tax Information (Unaudited)

The Form 1099-DIV you receive in January 2012 will show the tax status of all distributions paid to your account in calendar year 2011. 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 $39,822,709, 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 2011 ordinary income dividends, 12.13% qualifies for the corporate dividends received deduction.

Foreign Tax Credit. The Fund paid foreign taxes of $6,222,515 and recognized foreign source income of $69,745,611.

Eaton Vance

Parametric Structured Emerging Markets Fund

October 31, 2011

Management and Organization


	Position(s)
	with the		Principal Occupation(s) and Directorships
Name and Year of Birth	Trust	Length of Service	During Past Five Years and Other Relevant Experience



Interested Trustee

Thomas E. Faust Jr. 1958	Trustee	Since 2007	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 179 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. Directorships in the Last Five Years.⁽¹⁾ Director of EVC.

Noninterested Trustees

Scott E. Eston 1956	Trustee	Since 2011	Private investor. Formerly held various positions at Grantham, Mayo, Van Otterloo and Co., L.L.C. (investment management firm) (1997-2009), including Chief Operating Officer (2002-2009), Chief Financial Officer (1997-2009) and Chairman of the Executive Committee (2002-2008); President and Principal Executive Officer, GMO Trust (open-end registered investment company) (2006-2009). Former Partner, Coopers and Lybrand L.L.P. (now PricewaterhouseCoopers) (public accounting firm) (1987-1997). Directorships in the Last Five Years. None.

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. Directorships in the Last Five Years.⁽¹⁾ None.

Allen R. Freedman 1940	Trustee	Since 2007	Private Investor. 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). Former Chairman and a Director of Indus International, Inc. (provider of enterprise management software to the power generating industry) (2005-2007). Former Chief Executive Officer of Assurant, Inc. (insurance provider) (1979-2000). Directorships in the Last Five Years.⁽¹⁾ Director of Stonemor Partners, L.P. (owner and operator of cemeteries). Formerly, Director of Assurant, Inc. (insurance provider) (1979-2011).

William H. Park 1947	Trustee	Since 2003	Consultant and private investor. Formerly, Chief Financial Officer, Aveon Group L.P. (investment management firm) (2010-2011). 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 (investment management firm) (1982-2001). Formerly, Senior Manager, Price Waterhouse (now PricewaterhouseCoopers) (an independent registered public accounting firm) (1972-1981). Directorships in the Last Five Years.⁽¹⁾ 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). Directorships in the Last Five Years.⁽¹⁾ None.

Eaton Vance

Parametric Structured Emerging Markets Fund

October 31, 2011

Management and Organization — continued


	Position(s)
	with the		Principal Occupation(s) and Directorships
Name and Year of Birth	Trust	Length of Service	During Past Five Years and Other Relevant Experience


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). Directorships in the Last Five Years.⁽¹⁾ Formerly, Director of BJ’s Wholesale Club, Inc. (wholesale club retailer) (2004-2011). 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. Directorships in the Last Five Years.⁽¹⁾ None.

Harriett Tee Taggart 1948	Trustee	Since 2011	Managing Director, Taggart Associates (a professional practice firm). Formerly, Partner and Senior Vice President, Wellington Management Company, LLP (investment management firm) (1983-2006). Directorships in the Last Five Years. Director of Albemarle Corporation (chemicals manufacturer) (since 2007) and The Hanover Group (specialty property and casualty insurance company) (since 2009). Formerly, Director of Lubrizol Corporation (specialty chemicals) (2007-2011).

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). Directorships in the Last Five Years.⁽¹⁾ None.

Principal Officers who are not Trustees
	Position(s)
	with the	Length of	Principal Occupation(s)
Name and Year of Birth	Trust	Service	During Past Five Years



Duncan W. Richardson 1957	President	Since 2011⁽²⁾	Director of EVC and Executive Vice President and Chief Equity Investment Officer of EVC, EVM and BMR.

Payson F. Swaffield 1956	Vice President	Since 2011	Chief Income Investment Officer of EVC. Vice President of EVM and BMR.

Barbara E. Campbell 1957	Treasurer	Since 2005	Vice President of EVM and BMR.

Maureen A. Gemma 1960	Vice President, Secretary and Chief Legal Officer	Vice President since 2011, Secretary since 2007 and Chief Legal Officer since 2008	Vice President of EVM and BMR.

Paul M. O’Neil 1953	Chief Compliance Officer	Since 2004	Vice President of EVM and BMR.


⁽¹⁾		During their respective tenures, the Trustees (except Mr. Eston and Ms. Taggart) 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 Trust (launched in 1998 and terminated in 2009).
⁽²⁾		Prior to 2011, Mr. Richardson was Vice President of the Trust since 2001.

Eaton Vance

Parametric Structured Emerging Markets Fund

October 31, 2011

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.

Investment Adviser and Administrator
Eaton Vance Management

Two International Place

Boston, MA 02110

Sub-Adviser
Parametric Portfolio Associates LLC

1918 Eighth Avenue, Suite 3100

Seattle, WA 98101

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 Investment Servicing (US) Inc.

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

Fund Offices
Two International Place

Boston, MA 02110


2774-12/11	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 a consultant and private investor. Previously, he served as the Chief Financial Officer of Aveon Group, L.P. (an investment management firm), 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 Diversified Currency Income Fund (formerly, Eaton Vance International Multi-Market Local Income Fund), Eaton Vance Emerging Markets Local Income Fund, Eaton Vance Floating-Rate & High Income Fund, Eaton Vance Floating-Rate Advantage Fund, Eaton Vance Floating-Rate Fund, Eaton Vance Global Dividend Income Fund, Eaton Vance Global Macro Absolute Return Advantage Fund, Eaton Vance Global Macro Absolute Return Fund, Eaton Vance Government Obligations Fund, Eaton Vance High Income Opportunities Fund, Eaton Vance Low Duration Fund, Eaton Vance Multi-Strategy Absolute Return Fund, Eaton Vance Parametric Structured Emerging Markets Fund, Eaton Vance Strategic Income Fund, Eaton Vance Tax- Managed Multi-Cap Growth Fund, Eaton Vance Tax-Managed Equity Asset Allocation Fund, Eaton Vance Tax-Managed Global Dividend Income Fund, Eaton Vance Tax-Managed International Equity Fund, Eaton Vance Tax-Managed Small-Cap Fund, Eaton Vance Tax-Managed Small-Cap Value Fund, Eaton Vance Tax-Managed Value Fund, and Eaton Vance U.S. Government Money Market 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 34 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 table presents the aggregate fees billed to the fund for the fund’s fiscal years ended October 31, 2010 and October 31, 2011 by the fund’s principal accountant, Deloitte & 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 Diversified Currency Income Fund
Fiscal Years Ended	10/31/10		10/31/11

Audit Fees	$	10,870	$	10,960

Audit-Related Fees⁽¹⁾	$	0	$	0

Tax Fees⁽²⁾	$	9,050	$	9,140

All Other Fees⁽³⁾	$	1,400	$	300


Total	$	21,320	$	20,400


Eaton Vance Emerging Markets Local Income Fund
Fiscal Years Ended	10/31/10		10/31/11

Audit Fees	$	10,870	$	10,960

Audit-Related Fees⁽¹⁾	$	0	$	0

Tax Fees⁽²⁾	$	9,175	$	9,265

All Other Fees⁽³⁾	$	500	$	1,200


Total	$	20,545	$	21,425


Eaton Vance Floating-Rate Fund
Fiscal Years Ended	10/31/10		10/31/11

Audit Fees	$	13,565	$	13,685

Audit-Related Fees⁽¹⁾	$	0	$	0

Tax Fees⁽²⁾	$	7,760	$	7,840

All Other Fees⁽³⁾	$	1,400	$	1,200


Total	$	22,725	$	22,725



Eaton Vance Floating-Rate Advantage Fund
Period Ended	10/31/10		10/31/11

Audit Fees	$	16,550	$	16,700

Audit-Related Fees⁽¹⁾	$	0	$	0

Tax Fees⁽²⁾	$	21,000	$	21,210

All Other Fees⁽³⁾	$	1,400	$	1,200


Total	$	38,950	$	39,110


Eaton Vance Floating-Rate & High Income Fund
Fiscal Years Ended	10/31/10		10/31/11

Audit Fees	$	18,565	$	18,735

Audit-Related Fees⁽¹⁾	$	0	$	0

Tax Fees⁽²⁾	$	8,260	$	8,340

All Other Fees⁽³⁾	$	500	$	300


Total	$	27,325	$	27,375


Eaton Vance Global Dividend Income Fund
Fiscal Years Ended	10/31/10		10/31/11

Audit Fees	$	12,655	$	12,765

Audit-Related Fees⁽¹⁾	$	0	$	0

Tax Fees⁽²⁾	$	8,570	$	8,660

All Other Fees⁽³⁾	$	1,400	$	1,200


Total	$	22,625	$	22,625


Eaton Vance Global Macro Absolute Return Advantage Fund
Fiscal Years Ended	10/31/10		10/31/11

Audit Fees	$	11,550	$	26,550

Audit-Related Fees⁽¹⁾	$	0	$	0

Tax Fees⁽²⁾	$	8,000	$	8,000

All Other Fees⁽³⁾	$	1,200	$	3,200


Total	$	20,750	$	37,750


Eaton Vance Global Macro Absolute Return Fund
Fiscal Years Ended	10/31/10		10/31/11

Audit Fees	$	18,630	$	18,800

Audit-Related Fees⁽¹⁾	$	0	$	0

Tax Fees⁽²⁾	$	10,725	$	10,835

All Other Fees⁽³⁾	$	500	$	1,200


Total	$	29,855	$	30,835


Eaton Vance Government Obligations Fund
Fiscal Years Ended	10/31/10		10/31/11

Audit Fees	$	25,840	$	26,080

Audit-Related Fees⁽¹⁾	$	0	$	0

Tax Fees⁽²⁾	$	12,140	$	12,260

All Other Fees⁽³⁾	$	1,400	$	300


Total	$	39,380	$	38,640


Eaton Vance High Income Opportunities Fund
Fiscal Years Ended	10/31/10		10/31/11

Audit Fees	$	13,815	$	13,935

Audit-Related Fees⁽¹⁾	$	0	$	0

Tax Fees⁽²⁾	$	8,020	$	8,100

All Other Fees⁽³⁾	$	1,400	$	300


Total	$	23,235	$	22,335


Eaton Vance Low Duration Fund
Fiscal Years Ended	10/31/10		10/31/11

Audit Fees	$	25,840	$	26,080

Audit-Related Fees⁽¹⁾	$	0	$	0

Tax Fees⁽²⁾	$	13,420	$	13,550

All Other Fees⁽³⁾	$	1,400	$	300


Total	$	40,660	$	39,930


Eaton Vance Multi-Strategy Absolute Return Fund
Fiscal Years Ended	10/31/10		10/31/11

Audit Fees	$	18,630	$	18,800

Audit-Related Fees⁽¹⁾	$	0	$	0

Tax Fees⁽²⁾	$	16,280	$	22,940

All Other Fees⁽³⁾	$	500	$	300


Total	$	35,410	$	42,040


Eaton Vance Parametric Structured Emerging Markets Fund
Fiscal Years Ended	10/31/10		10/31/11

Audit Fees	$	70,380	$	71,070

Audit-Related Fees⁽¹⁾	$	0	$	0

Tax Fees⁽²⁾	$	11,390	$	11,500

All Other Fees⁽³⁾	$	1,400	$	3,200


Total	$	83,170	$	85,770


Eaton Vance Strategic Income Fund
Fiscal Years Ended	10/31/10		10/31/11

Audit Fees	$	42,050	$	42,460

Audit-Related Fees⁽¹⁾	$	0	$	0

Tax Fees⁽²⁾	$	21,420	$	28,130

All Other Fees⁽³⁾	$	1,400	$	1,200


Total	$	64,870	$	71,790


Eaton Vance Tax-Managed Multi-Cap Growth Fund
Fiscal Years Ended	10/31/10		10/31/11

Audit Fees	$	12,515	$	12,625

Audit-Related Fees⁽¹⁾	$	0	$	0

Tax Fees⁽²⁾	$	7,020	$	7,090

All Other Fees⁽³⁾	$	1,400	$	1,200


Total	$	20,935	$	20,915


Eaton Vance Tax-Managed Equity Asset Allocation Fund
Fiscal Years Ended	10/31/10		10/31/11

Audit Fees	$	50,800	$	51,290

Audit-Related Fees⁽¹⁾	$	0	$	0

Tax Fees⁽²⁾	$	18,690	$	18,880

All Other Fees⁽³⁾	$	500	$	300


Total	$	69,990	$	70,470


Eaton Vance Tax-Managed Global Dividend Income Fund
Fiscal Years Ended	10/31/10		10/31/11

Audit Fees	$	50,280	$	50,770

Audit-Related Fees⁽¹⁾	$	0	$	0

Tax Fees⁽²⁾	$	10,310	$	10,410

All Other Fees⁽³⁾	$	1,400	$	1,200


Total	$	61,990	$	62,380


Eaton Vance Tax-Managed International Equity Fund
Fiscal Years Ended	10/31/10		10/31/11

Audit Fees	$	12,515	$	12,625

Audit-Related Fees⁽¹⁾	$	0	$	0

Tax Fees⁽²⁾	$	6,890	$	6,960

All Other Fees⁽³⁾	$	1,400	$	1,200


Total	$	20,805	$	20,785


Eaton Vance Tax-Managed Small-Cap Fund
Fiscal Years Ended	10/31/10		10/31/11

Audit Fees	$	16,925	$	17,075

Audit-Related Fees⁽¹⁾	$	0	$	0

Tax Fees⁽²⁾	$	7,010	$	7,080

All Other Fees⁽³⁾	$	1,400	$	1,200


Total	$	25,335	$	25,355


Eaton Vance Tax-Managed Small-Cap Value Fund
Fiscal Years Ended	10/31/10		10/31/11

Audit Fees	$	10,225	$	10,315

Audit-Related Fees⁽¹⁾	$	0	$	0

Tax Fees⁽²⁾	$	6,770	$	6,840

All Other Fees⁽³⁾	$	1,400	$	300


Total	$	18,395	$	17,455


Eaton Vance Tax-Managed Value Fund
Fiscal Years Ended	10/31/10		10/31/11

Audit Fees	$	14,815	$	14,945

Audit-Related Fees⁽¹⁾	$	0	$	0

Tax Fees⁽²⁾	$	7,010	$	7,080

All Other Fees⁽³⁾	$	1,400	$	1,200


Total	$	23,225	$	23,225


Eaton Vance U.S. Government Money Market Fund
Fiscal Years Ended	10/31/10		10/31/11

Audit Fees	$	15,520	$	15,660

Audit-Related Fees⁽¹⁾	$	0	$	0

Tax Fees⁽²⁾	$	6,010	$	6,070

All Other Fees⁽³⁾	$	500	$	300


Total	$	22,030	$	22,030


¹⁾		Audit-related fees consist of the aggregate fees billed for assurance and related services that are reasonably related to the performance of the audit of financial statements and are not reported under the category of audit fees.

⁽²⁾		Tax fees consist of the aggregate fees billed for professional services rendered by the principal accountant relating to tax compliance, tax advice, and tax planning and specifically include fees for tax return preparation.

⁽³⁾		All other fees consist of the aggregate fees billed for products and services provided by the principal accountant other than audit, audit-related, and tax services.

The various Series comprising the Trust have differing fiscal year ends (January 31, September 30, 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*	12/31/09		10/31/10		12/31/10		1/31/11**		9/30/11		10/31/11

Audit Fees	$	111,770	$	527,835	$	90,920	$	21,550	$	31,865	$	522,885

Audit-Related Fees⁽¹⁾	$	0	$	0	$	0	$	0	$	0	$	0

Tax Fees⁽²⁾	$	29,930	$	258,500	$	27,000	$	11,500	$	15,580	$	250,180

All Other Fees⁽³⁾	$	8,000	$	28,500	$	4,900	$	500	$	600	$	22,300


Total	$	149,700	$	814,835	$	122,820	$	33,550	$	48,045	$	795,365


*		Information is not presented for fiscal years ended 1/31/10 or 9/30/10, as no Series in the Trust with such fiscal year ends were in operation during those periods.

**		Series commenced operations on April 1, 2010.

⁽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*	12/31/09		10/31/10		12/31/10		1/31/11**		9/30/11		10/31/11

Registrant⁽¹⁾	$	37,930	$	287,000	$	31,900	$	12,000	$	16,180	$	272,480

Eaton Vance⁽²⁾	$	288,295	$	278,901	$	250,973	$	205,107	$	226,431	$	226,431


*		Information is not presented for fiscal years ended 1/31/10 or 9/30/10, as no Series in the Trust with such fiscal year ends were in operation during those periods.

**		Series commenced operations on April 1, 2010.

⁽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 applicable.

Item 8. Portfolio Managers of Closed-End Management Investment Companies

Not applicable.

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers

Not applicable.

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/ Duncan W. Richardson Duncan W. Richardson President

Date: December 23, 2011

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, 2011


By:		/s/ Duncan W. Richardson Duncan W. Richardson President

Date: December 23, 2011

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