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, Massachusetts 02110
(Address of Principal Executive Offices)

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

(617) 482-8260

(Registrant’s Telephone Number)

December 31

Date of Fiscal Year End

December 31, 2011

Date of Reporting Period

Item 1. Reports to Stockholders


Eaton Vance Tax-Managed Growth Funds 1.1 and 1.2 Annual Report December 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 prospectus or summary 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 prospectus or summary 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 December 31, 2011

Eaton Vance

Tax-Managed Growth Funds 1.1 & 1.2

Table of Contents


Management’s Discussion of Fund Performance		2
Performance

Tax-Managed Growth Fund 1.1		3
Tax-Managed Growth Fund 1.2		4

Fund Profile		5
Endnotes and Additional Disclosures		6
Fund Expenses		7
Financial Statements		9
Report of Independent Registered Public Accounting Firm		29 and 45
Federal Tax Information		30
Management and Organization		46
Important Notices		52

Eaton Vance
Tax-Managed Growth Funds 1.1 and 1.2

December 31, 2011

Management’s Discussion of Fund Performance¹

Economic and Market Conditions

Amid widespread volatility in global markets during 2011, U.S. equity markets posted mixed results for the 12 months ending December 31, 2011, with early- and late-year gains helping to offset mid-year losses.

In the early months of the period, investor sentiment for U.S. equities was running high as U.S. and global economic conditions reaccelerated and corporate earnings results generally continued to beat consensus expectations. These and other factors enabled U.S. stocks to register broad-based gains through the first four months of the year.

As the year progressed, however, U.S. stock returns first moderated and then faltered. From July 2011 to the market bottom on October 3, 2011, U.S. stocks registered broad-based declines as U.S. corporate profit growth slowed, the eurozone’s debt crisis worsened, and global economic activity decelerated. Investor confidence also was eroded by U.S. lawmakers’ partisan bickering over the federal debt ceiling and Standard & Poor’s resulting decision to downgrade the country’s long-term credit rating. At the same time, discouraging U.S. economic data raised the possibility of another recession.

By the end of October 2011, the market had reversed course again, with the S&P 500 Index² recording one of its best calendar months in several decades. Investors seemed to be encouraged by Europe’s plan to combat Greece’s debt problems, expand a eurozone bailout fund, and recapitalize the region’s banks. The U.S. economy also displayed signs of improvement in the fourth quarter, most notably a slight decline in the unemployment rate. The October market rally helped the S&P 500 Index gain roughly 12% during the fourth quarter and end the year in positive territory.

For 2011 as a whole, the S&P 500 Index and the Dow Jones Industrial Average gained 2.11% and 8.38%, respectively, while the NASDAQ Composite Index returned -0.83%. Growth stocks outperformed value stocks across most market capitalizations, and large-cap stocks outpaced their small-cap counterparts.

Fund Performance

For the fiscal year ending December 31, 2011, the Class A shares at net asset value (NAV) of Eaton Vance Tax-Managed Growth Fund 1.1 and Eaton Vance Tax-Managed Growth Fund 1.2 (each a “Fund“ and collectively “the Funds”) had total returns of 0.42% and 0.20%, respectively. By comparison, the Funds’ benchmark, the S&P 500 Index (the Index), had a total return of 2.11% during the period.

The Funds underperformed the Index primarily as a result of security selection, which was partially offset by positive sector allocations during the period. The strongest gain for the Index came from the utilities sector, followed by the consumer staples and health care sectors, each of which delivered returns in excess of 10%. Financials and materials posted the lowest 12-month returns within the Index.

The Funds’ security selection within the energy and consumer staples sectors detracted the most from performance relative to the Index. In addition, an underweight in the utilities sector hurt returns. The Funds’ underweight positions in some higher-dividend-paying tobacco, oil and gas, and utilities companies detracted from performance during the period.

On the positive side, security selection within the consumer discretionary and materials sectors contributed to performance during the period. In addition, underweights in the financials and materials sectors helped lift returns.

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

Tax-Managed Growth Fund 1.1

December 31, 2011

Performance^2,3

Portfolio Managers Duncan W. Richardson, CFA; Lewis R. Piantedosi; Michael A. Allison, CFA; Yana S. Barton, CFA


% Average Annual Total Returns	Inception Date		One Year			Five Years			Ten Years

Class A at NAV		3/28/1996		0.42	%		-0.64	%		2.15	%
Class A at 5.75% Maximum Sales Charge		—		-5.34			-1.81			1.54
Class B at NAV		3/28/1996		-0.33			-1.37			1.39
Class B at 5% Maximum Sales Charge		—		-5.30			-1.77			1.39
Class C at NAV		8/2/1996		-0.37			-1.39			1.38
Class C at 1% Maximum Sales Charge		—		-1.36			-1.39			1.38
Class I at NAV		7/2/1999		0.65			-0.37			2.42
Class S at NAV		5/14/1999		0.58			-0.49			2.29

S&P 500 Index		—		2.11	%		-0.25	%		2.92	%


% After Tax Returns with Maximum Sales Charge	Inception Date			One Year			Five Years			Ten Years

Class A After Taxes on Distributions		3/28/1996			-5.51	%		-2.01	%		1.39	%
Class A After Taxes on Distributions and Sale of Fund Shares		—			-3.24			-1.54			1.32
Class B After Taxes on Distributions		3/28/1996			-5.33			-1.79			1.38
Class B After Taxes on Distributions and Sale of Fund Shares		—			-3.41			-1.50			1.19
Class C After Taxes on Distributions		8/2/1996			-1.45			-1.49			1.32
Class C After Taxes on Distributions and Sale of Fund Shares		—			-0.78			-1.18			1.18
Class I After Taxes on Distributions		7/2/1999			0.41			-0.62			2.20
Class I After Taxes on Distributions and Sales of Fund Shares		—			0.74			-0.33			2.07
Class S After Taxes on Distributions		5/14/1999			0.38			-0.75			2.11
Class S After Taxes on Distributions and Sale of Fund Shares		—			0.65			-0.48			1.94

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

		0.87	%		1.62	%		1.62	%		0.62	%

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

12/31/01

11,482

N.A.

Class C

12/31/01

11,475

N.A.

Class I

12/31/01

12,697

N.A.

Class S

12/31/01

12,547

N.A.

See Endnotes and Additional Disclosures in this report.

Eaton Vance

Tax-Managed Growth Fund 1.2

December 31, 2011

Performance^2,3

Portfolio Managers Duncan W. Richardson, CFA; Lewis R. Piantedosi; Michael A. Allison, CFA; Yana S. Barton, CFA


% Average Annual Total Returns	Inception Date		One Year			Five Years			Ten Years

Class A at NAV		2/28/2001		0.20	%		-0.82	%		1.99	%
Class A at 5.75% Maximum Sales Charge		—		-5.53			-1.99			1.39
Class B at NAV		2/28/2001		-0.57			-1.54			1.22
Class B at 5% Maximum Sales Charge		—		-5.54			-1.93			1.22
Class C at NAV		2/28/2001		-0.50			-1.56			1.23
Class C at 1% Maximum Sales Charge		—		-1.49			-1.56			1.23
Class I at NAV		2/28/2001		0.48			-0.54			2.25

S&P 500 Index		—		2.11	%		-0.25	%		2.92	%


% After Tax Returns with Maximum Sales Charge	Inception Date			One Year			Five Years			Ten Years

Class A After Taxes on Distributions		2/28/2001			-5.67	%		-2.16	%		1.26	%
Class A After Taxes on Distributions and Sale of Fund Shares		—			-3.40			-1.69			1.18
Class B After Taxes on Distributions		2/28/2001			-5.54			-1.97			1.20
Class B After Taxes on Distributions and Sale of Fund Shares		—			-3.60			-1.64			1.05
Class C After Taxes on Distributions		2/28/2001			-1.53			-1.62			1.20
Class C After Taxes on Distributions and Sale of Fund Shares		—			-0.92			-1.32			1.05
Class I After Taxes on Distributions		2/28/2001			0.28			-0.76			2.09
Class I After Taxes on Distributions and Sale of Fund Shares		—			0.57			-0.48			1.93

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

		1.06	%		1.81	%		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 B

12/31/01

11,295

N.A.

Class C

12/31/01

11,301

N.A.

Class I

12/31/01

12,497

N.A.

See Endnotes and Additional Disclosures in this report.

Eaton Vance
Tax-Managed Growth Funds 1.1 and 1.2

December 31, 2011

Fund Profile⁵

Sector Allocation (% of net assets)⁶

Top 10 Holdings (% of net assets)⁶


NIKE, Inc., Class B	3.6	%
PepsiCo, Inc.	3.1
International Business Machines Corp.	3.0
Intel Corp.	2.6
Deere & Co.	2.5
Apache Corp.	2.4
Exxon Mobil Corp.	2.3
Coca-Cola Co. (The)	2.3
Walt Disney Co. (The)	2.3
Amgen, Inc.	2.2

Total	26.3	%

See Endnotes and Additional Disclosures in this report.

Eaton Vance
Tax-Managed Growth Funds 1.1 and 1.2

December 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		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. 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. 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 Growth Funds 1.1 and 1.2

December 31, 2011

Fund Expenses

Example: As a shareholder of a Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchases and redemption fees (if applicable); and (2) ongoing costs, including management fees; distribution or service fees; and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in a Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (July 1, 2011 – December 31, 2011).

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

Please note that the expenses shown in each 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 each table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would be higher.

Eaton Vance Tax-Managed Growth Fund 1.1


	Beginning		Ending		Expenses Paid		Annualized
	Account Value		Account Value		During Period*		Expense
	(7/1/11)		(12/31/11)		(7/1/11 – 12/31/11)		Ratio


Actual
Class A	$	1,000.00	$	958.70	$	4.25		0.86	%
Class B	$	1,000.00	$	955.10	$	7.98		1.62	%
Class C	$	1,000.00	$	954.80	$	7.98		1.62	%
Class I	$	1,000.00	$	959.80	$	3.01		0.61	%
Class S	$	1,000.00	$	959.30	$	3.46		0.70	%




Hypothetical
(5% return per year before expenses)
Class A	$	1,000.00	$	1,020.90	$	4.38		0.86	%
Class B	$	1,000.00	$	1,017.00	$	8.24		1.62	%
Class C	$	1,000.00	$	1,017.00	$	8.24		1.62	%
Class I	$	1,000.00	$	1,022.10	$	3.11		0.61	%
Class S	$	1,000.00	$	1,021.70	$	3.57		0.70	%

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 June 30, 2011. The Example reflects the expenses of both the Fund and the Portfolio.

Eaton Vance

Tax-Managed Growth Funds 1.1 and 1.2

December 31, 2011

Fund Expenses — continued

Eaton Vance Tax-Managed Growth Fund 1.2


	Beginning		Ending		Expenses Paid		Annualized
	Account Value		Account Value		During Period*		Expense
	(7/1/11)		(12/31/11)		(7/1/11 – 12/31/11)		Ratio


Actual
Class A	$	1,000.00	$	957.40	$	5.23		1.06	%
Class B	$	1,000.00	$	954.40	$	8.92		1.81	%
Class C	$	1,000.00	$	954.00	$	8.91		1.81	%
Class I	$	1,000.00	$	959.20	$	3.95		0.80	%




Hypothetical
(5% return per year before expenses)
Class A	$	1,000.00	$	1,019.90	$	5.40		1.06	%
Class B	$	1,000.00	$	1,016.10	$	9.20		1.81	%
Class C	$	1,000.00	$	1,016.10	$	9.20		1.81	%
Class I	$	1,000.00	$	1,021.20	$	4.08		0.80	%

Eaton Vance

Tax-Managed Growth Funds 1.1 and 1.2

December 31, 2011

Statement of Assets and Liabilities


	Tax-Managed			Tax-Managed
Assets	Growth Fund 1.1			Growth Fund 1.2

Investment in Tax-Managed Growth Portfolio, at value (identified cost, $615,272,769 and $277,515,975, respectively)	$	1,149,231,242		$	450,165,088
Receivable for Fund shares sold		1,199,960			605,258


Total assets	$	1,150,431,202		$	450,770,346





Liabilities

Payable for Fund shares redeemed	$	1,872,215		$	1,040,935
Due to custodian		1,114,955			—
Payable to affiliates:
Administration fee		—			57,017
Distribution and service fees		394,953			186,578
Trustees’ fees		125			125
Accrued expenses		302,724			161,799


Total liabilities	$	3,684,972		$	1,446,454


Net Assets	$	1,146,746,230		$	449,323,892





Sources of Net Assets

Paid-in capital	$	1,433,023,688		$	520,244,734
Accumulated net realized loss from Portfolio		(820,297,821	)		(243,584,050	)
Accumulated undistributed net investment income		61,890			14,095
Net unrealized appreciation from Portfolio		533,958,473			172,649,113


Total	$	1,146,746,230		$	449,323,892





Class A Shares

Net Assets	$	864,789,267		$	278,400,533
Shares Outstanding		36,599,199			26,178,731
Net Asset Value and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	23.63		$	10.63
Maximum Offering Price Per Share
(100 ¸ 94.25 of net asset value per share)	$	25.07		$	11.28





Class B Shares

Net Assets	$	18,834,782		$	19,063,733
Shares Outstanding		816,431			1,820,236
Net Asset Value and Offering Price Per Share*
(net assets ¸ shares of beneficial interest outstanding)	$	23.07		$	10.47





Class C Shares

Net Assets	$	227,540,546		$	130,801,555
Shares Outstanding		10,615,998			12,585,537
Net Asset Value and Offering Price Per Share*
(net assets ¸ shares of beneficial interest outstanding)	$	21.43		$	10.39





Class I Shares

Net Assets	$	23,856,987		$	21,058,071
Shares Outstanding		1,075,943			1,977,371
Net Asset Value, Offering Price and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	22.17		$	10.65





Class S Shares

Net Assets	$	11,724,648		$	—
Shares Outstanding		490,168			—
Net Asset Value, Offering Price and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	23.92		$	—

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 Growth Funds 1.1 and 1.2

December 31, 2011

Statement of Operations


	Year Ended December 31, 2011

	Tax-Managed			Tax-Managed
Investment Income	Growth Fund 1.1			Growth Fund 1.2

Dividends allocated from Portfolio (net of foreign taxes, $396,765 and $159,660, respectively)	$	24,737,833		$	9,887,546
Interest allocated from Portfolio		13,880			5,574
Expenses allocated from Portfolio		(5,877,570	)		(2,351,396	)


Total investment income from Portfolio	$	18,874,143		$	7,541,724





Expenses

Administration fee	$	—		$	741,180
Distribution and service fees
Class A		2,342,145			766,554
Class B		252,417			293,109
Class C		2,480,439			1,423,313
Class S		12,435			—
Trustees’ fees and expenses		500			500
Custodian fee		41,821			40,114
Transfer and dividend disbursing agent fees		1,063,950			487,749
Legal and accounting services		21,840			23,788
Printing and postage		121,840			55,939
Registration fees		69,525			65,711
Miscellaneous		321,593			157,814


Total expenses	$	6,728,505		$	4,055,771


Deduct —
Reduction of custodian fee	$	998		$	—


Total expense reductions	$	998		$	—



Net expenses	$	6,727,507		$	4,055,771



Net investment income	$	12,146,636		$	3,485,953





Realized and Unrealized Gain (Loss) from Portfolio

Net realized gain (loss) —
Investment transactions⁽¹⁾	$	67,376,765		$	14,667,683
Foreign currency transactions		7,248			2,933


Net realized gain	$	67,384,013		$	14,670,616


Change in unrealized appreciation (depreciation) —
Investments	$	(75,791,833	)	$	(17,934,398	)
Foreign currency		(2,441	)		(882	)


Net change in unrealized appreciation (depreciation)	$	(75,794,274	)	$	(17,935,280	)



Net realized and unrealized loss	$	(8,410,261	)	$	(3,264,664	)



Net increase in net assets from operations	$	3,736,375		$	221,289


⁽¹⁾		Includes $70,009,642 and $15,693,224, respectively, of net realized gains from redemptions in-kind.

See Notes to Financial Statements.

Eaton Vance

Tax-Managed Growth Funds 1.1 and 1.2

December 31, 2011

Statements of Changes in Net Assets


	Year Ended December 31, 2011

	Tax-Managed			Tax-Managed
Increase (Decrease) in Net Assets	Growth Fund 1.1			Growth Fund 1.2

From operations —
Net investment income	$	12,146,636		$	3,485,953
Net realized gain from investment transactions and foreign currency		67,384,013			14,670,616
Net change in unrealized appreciation (depreciation) from investments and foreign currency		(75,794,274	)		(17,935,280	)


Net increase in net assets from operations	$	3,736,375		$	221,289


Distributions to shareholders —
From net investment income
Class A	$	(10,480,694	)	$	(2,881,127	)
Class B		(35,627	)		—
Class C		(1,257,200	)		(344,632	)
Class I		(280,476	)		(261,576	)
Class S		(160,661	)		—


Total distributions to shareholders	$	(12,214,658	)	$	(3,487,335	)


Transactions in shares of beneficial interest —
Proceeds from sale of shares
Class A	$	4,249,109		$	9,977,567
Class B		758,365			675,043
Class C		1,575,404			4,663,072
Class I		177,821,585			93,667,652
Net asset value of shares issued to shareholders in payment of distributions declared
Class A		8,712,892			2,471,838
Class B		31,049			—
Class C		979,685			274,615
Class I		124,289			186,166
Class S		11,810			—
Cost of shares redeemed
Class A		(153,182,158	)		(79,168,302	)
Class B		(3,888,789	)		(6,500,071	)
Class C		(37,791,369	)		(27,940,395	)
Class I		(165,506,305	)		(83,682,062	)
Class S		(743,458	)		—
Net asset value of shares exchanged
Class A		10,100,176			14,545,472
Class B		(10,100,176	)		(14,545,472	)


Net decrease in net assets from Fund share transactions	$	(166,847,891	)	$	(85,374,877	)



Net decrease in net assets	$	(175,326,174	)	$	(88,640,923	)





Net Assets

At beginning of year	$	1,322,072,404		$	537,964,815


At end of year	$	1,146,746,230		$	449,323,892





Accumulated undistributed net investment income included in net assets

At end of year	$	61,890		$	14,095

See Notes to Financial Statements.

Eaton Vance

Tax-Managed Growth Funds 1.1 and 1.2

December 31, 2011

Statements of Changes in Net Assets — continued


	Year Ended December 31, 2010

	Tax-Managed			Tax-Managed
Increase (Decrease) in Net Assets	Growth Fund 1.1			Growth Fund 1.2

From operations —
Net investment income	$	11,320,077		$	3,130,504
Net realized gain from investment transactions and foreign currency		170,896,658			14,322,796
Net change in unrealized appreciation (depreciation) from investments and foreign currency		(34,176,811	)		41,630,098


Net increase in net assets from operations	$	148,039,924		$	59,083,398


Distributions to shareholders —
From net investment income
Class A	$	(9,964,882	)	$	(2,832,886	)
Class B		(14,674	)		—
Class C		(1,004,794	)		(185,905	)
Class I		(85,807	)		(99,592	)
Class S		(132,970	)		—


Total distributions to shareholders	$	(11,203,127	)	$	(3,118,383	)


Transactions in shares of beneficial interest —
Proceeds from sale of shares
Class A	$	4,775,540		$	12,915,118
Class B		968,446			1,363,288
Class C		1,837,552			4,592,939
Class I		185,709,003			112,136,769
Net asset value of shares issued to shareholders in payment of distributions declared
Class A		7,995,867			2,279,682
Class B		12,158			—
Class C		756,538			138,665
Class I		36,216			45,445
Class S		30,497			—
Cost of shares redeemed
Class A		(169,957,005	)		(92,264,571	)
Class B		(7,613,481	)		(13,141,803	)
Class C		(46,819,239	)		(35,268,580	)
Class I		(186,770,485	)		(111,169,349	)
Class S		(5,281,199	)		—
Net asset value of shares exchanged
Class A		17,627,048			37,617,055
Class B		(17,627,048	)		(37,617,055	)


Net decrease in net assets from Fund share transactions	$	(214,319,592	)	$	(118,372,397	)



Net decrease in net assets	$	(77,482,795	)	$	(62,407,382	)





Net Assets

At beginning of year	$	1,399,555,199		$	600,372,197


At end of year	$	1,322,072,404		$	537,964,815





Accumulated undistributed net investment income included in net assets

At end of year	$	122,664		$	12,544

See Notes to Financial Statements.

Eaton Vance

Tax-Managed Growth Fund 1.1

December 31, 2011

Financial Highlights


	Class A

	Year Ended December 31,

	2011			2010			2009			2008			2007

Net asset value — Beginning of year	$	23.820		$	21.400		$	17.660		$	26.930		$	26.130





Income (Loss) From Operations

Net investment income⁽¹⁾	$	0.275		$	0.226		$	0.260		$	0.333		$	0.315
Net realized and unrealized gain (loss)		(0.176	)		2.433			3.768			(9.236	)		0.819


Total income (loss) from operations	$	0.099		$	2.659		$	4.028		$	(8.903	)	$	1.134





Less Distributions

From net investment income	$	(0.289	)	$	(0.239	)	$	(0.285	)	$	(0.367	)	$	(0.332	)
Tax return of capital		—			—			(0.003	)		—			(0.002	)


Total distributions	$	(0.289	)	$	(0.239	)	$	(0.288	)	$	(0.367	)	$	(0.334	)



Net asset value — End of year	$	23.630		$	23.820		$	21.400		$	17.660		$	26.930



Total Return⁽²⁾		0.42	%		12.43	%		22.79	%		(33.04	)%		4.32	%





Ratios/Supplemental Data

Net assets, end of year (000’s omitted)	$	864,789		$	1,000,249		$	1,036,371		$	979,380		$	1,624,818
Ratios (as a percentage of average daily net assets):
Expenses⁽³⁾⁽⁴⁾		0.86	%		0.87	%		0.91	%		0.86	%		0.82	%
Net investment income		1.15	%		1.04	%		1.42	%		1.45	%		1.16	%
Portfolio Turnover of the Portfolio		2	%		2	%		3	%		3	%		6	%
Portfolio Turnover of the Fund⁽⁵⁾		—			8	%		—			—			—


⁽¹⁾		Computed using average shares outstanding.
⁽²⁾		Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.
⁽³⁾		Includes the Fund’s share of the Portfolio’s allocated expenses.
⁽⁴⁾		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 Portfolio and purchases and sales of securities held directly by the Fund.

See Notes to Financial Statements.

Eaton Vance

Tax-Managed Growth Fund 1.1

December 31, 2011

Financial Highlights — continued


	Class B

	Year Ended December 31,

	2011			2010			2009			2008			2007

Net asset value — Beginning of year	$	23.190		$	20.790		$	17.100		$	25.780		$	24.920





Income (Loss) From Operations

Net investment income⁽¹⁾	$	0.087		$	0.059		$	0.127		$	0.145		$	0.103
Net realized and unrealized gain (loss)		(0.163	)		2.352			3.617			(8.789	)		0.781


Total income (loss) from operations	$	(0.076	)	$	2.411		$	3.744		$	(8.644	)	$	0.884





Less Distributions

From net investment income	$	(0.044	)	$	(0.011	)	$	(0.054	)	$	(0.036	)	$	(0.024	)
Tax return of capital		—			—			(0.000	)⁽²⁾		—			(0.000	)⁽²⁾


Total distributions	$	(0.044	)	$	(0.011	)	$	(0.054	)	$	(0.036	)	$	(0.024	)



Net asset value — End of year	$	23.070		$	23.190		$	20.790		$	17.100		$	25.780



Total Return⁽³⁾		(0.33	)%		11.60	%		21.89	%		(33.53	)%		3.55	%





Ratios/Supplemental Data

Net assets, end of year (000’s omitted)	$	18,835		$	32,084		$	52,538		$	115,096		$	405,461
Ratios (as a percentage of average daily net assets):
Expenses⁽⁴⁾⁽⁵⁾		1.61	%		1.62	%		1.67	%		1.61	%		1.57	%
Net investment income		0.37	%		0.28	%		0.73	%		0.64	%		0.40	%
Portfolio Turnover of the Portfolio		2	%		2	%		3	%		3	%		6	%
Portfolio Turnover of the Fund⁽⁶⁾		—			8	%		—			—			—


⁽¹⁾		Computed using average shares outstanding.
⁽²⁾		Less than $0.001 per share.
⁽³⁾		Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.
⁽⁴⁾		Includes the Fund’s share of the Portfolio’s allocated expenses.
⁽⁵⁾		Excludes the effect of custody fee credits, if any, of less than 0.005%.
⁽⁶⁾		Percentage includes both the Fund’s contributions to and withdrawals from the Portfolio and purchases and sales of securities held directly by the Fund.

See Notes to Financial Statements.

Eaton Vance

Tax-Managed Growth Fund 1.1

December 31, 2011

Financial Highlights — continued


	Class C

	Year Ended December 31,

	2011			2010			2009			2008			2007

Net asset value — Beginning of year	$	21.630		$	19.450		$	16.080		$	24.480		$	23.780





Income (Loss) From Operations

Net investment income⁽¹⁾	$	0.086		$	0.057		$	0.112		$	0.144		$	0.100
Net realized and unrealized gain (loss)		(0.167	)		2.205			3.412			(8.362	)		0.738


Total income (loss) from operations	$	(0.081	)	$	2.262		$	3.524		$	(8.218	)	$	0.838





Less Distributions

From net investment income	$	(0.119	)	$	(0.082	)	$	(0.153	)	$	(0.182	)	$	(0.137	)
Tax return of capital		—			—			(0.001	)		—			(0.001	)


Total distributions	$	(0.119	)	$	(0.082	)	$	(0.154	)	$	(0.182	)	$	(0.138	)



Net asset value — End of year	$	21.430		$	21.630		$	19.450		$	16.080		$	24.480



Total Return⁽²⁾		(0.37	)%		11.63	%		21.90	%		(33.56	)%		3.52	%





Ratios/Supplemental Data

Net assets, end of year (000’s omitted)	$	227,541		$	264,689		$	281,787		$	286,459		$	538,593
Ratios (as a percentage of average daily net assets):
Expenses⁽³⁾⁽⁴⁾		1.61	%		1.62	%		1.66	%		1.61	%		1.57	%
Net investment income		0.39	%		0.29	%		0.67	%		0.69	%		0.41	%
Portfolio Turnover of the Portfolio		2	%		2	%		3	%		3	%		6	%
Portfolio Turnover of the Fund⁽⁵⁾		—			8	%		—			—			—


⁽¹⁾		Computed using average shares outstanding.
⁽²⁾		Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.
⁽³⁾		Includes the Fund’s share of the Portfolio’s allocated expenses.
⁽⁴⁾		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 Portfolio and purchases and sales of securities held directly by the Fund.

See Notes to Financial Statements.

Eaton Vance

Tax-Managed Growth Fund 1.1

December 31, 2011

Financial Highlights — continued


	Class I

	Year Ended December 31,

	2011			2010			2009			2008			2007

Net asset value — Beginning of year	$	22.380		$	20.160		$	16.640		$	25.400		$	24.630





Income (Loss) From Operations

Net investment income⁽¹⁾	$	0.323		$	0.239		$	0.263		$	0.250		$	0.286
Net realized and unrealized gain (loss)		(0.180	)		2.279			3.594			(8.580	)		0.885


Total income (loss) from operations	$	0.143		$	2.518		$	3.857		$	(8.330	)	$	1.171





Less Distributions

From net investment income	$	(0.353	)	$	(0.298	)	$	(0.334	)	$	(0.430	)	$	(0.399	)
Tax return of capital		—			—			(0.003	)		—			(0.002	)


Total distributions	$	(0.353	)	$	(0.298	)	$	(0.337	)	$	(0.430	)	$	(0.401	)



Net asset value — End of year	$	22.170		$	22.380		$	20.160		$	16.640		$	25.400



Total Return⁽²⁾		0.65	%		12.49	%		23.16	%		(32.77	)%		4.73	%





Ratios/Supplemental Data

Net assets, end of year (000’s omitted)	$	23,857		$	12,495		$	12,424		$	4,002		$	19,344
Ratios (as a percentage of average daily net assets):
Expenses⁽³⁾⁽⁴⁾		0.61	%		0.62	%		0.67	%		0.61	%		0.58	%
Net investment income		1.44	%		1.17	%		1.52	%		1.19	%		1.12	%
Portfolio Turnover of the Portfolio		2	%		2	%		3	%		3	%		6	%
Portfolio Turnover of the Fund⁽⁵⁾		—			8	%		—			—			—


⁽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⁾		Includes the Fund’s share of the Portfolio’s allocated expenses.
⁽⁴⁾		Excludes the effect of custody fee credits, if any, of less than 0.005%.
⁽⁵⁾		Percentage includes both the Fund’s contributions to and withdrawals from the Portfolio and purchases and sales of securities held directly by the Fund.

See Notes to Financial Statements.

Eaton Vance

Tax-Managed Growth Fund 1.1

December 31, 2011

Financial Highlights — continued


	Class S

	Year Ended December 31,

	2011			2010			2009			2008			2007

Net asset value — Beginning of year	$	24.110		$	21.650		$	17.840		$	27.170		$	26.330





Income (Loss) From Operations

Net investment income⁽¹⁾	$	0.317		$	0.254		$	0.299		$	0.372		$	0.354
Net realized and unrealized gain (loss)		(0.179	)		2.462			3.806			(9.323	)		0.830


Total income (loss) from operations	$	0.138		$	2.716		$	4.105		$	(8.951	)	$	1.184





Less Distributions

From net investment income	$	(0.328	)	$	(0.256	)	$	(0.292	)	$	(0.379	)	$	0.342
Tax return of capital		—			—			(0.003	)		—			(0.002	)


Total distributions	$	(0.328	)	$	(0.256	)	$	(0.295	)	$	(0.379	)	$	(0.344	)



Net asset value — End of year	$	23.920		$	24.110		$	21.650		$	17.840		$	27.170



Total Return⁽²⁾		0.58	%		12.54	%		22.99	%		(32.93	)%		4.48	%





Ratios/Supplemental Data

Net assets, end of year (000’s omitted)	$	11,725		$	12,555		$	16,435		$	18,033		$	30,910
Ratios (as a percentage of average daily net assets):
Expenses⁽³⁾⁽⁴⁾		0.70	%		0.76	%		0.72	%		0.71	%		0.68	%
Net investment income		1.31	%		1.15	%		1.62	%		1.60	%		1.29	%
Portfolio Turnover of the Portfolio		2	%		2	%		3	%		3	%		6	%
Portfolio Turnover of the Fund⁽⁵⁾		—			8	%		—			—			—


⁽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⁾		Includes the Fund’s share of the Portfolio’s allocated expenses.
⁽⁴⁾		Excludes the effect of custody fee credits, if any, of less than 0.005%.
⁽⁵⁾		Percentage includes both the Fund’s contributions to and withdrawals from the Portfolio and purchases and sales of securities held directly by the Fund.

See Notes to Financial Statements.

Eaton Vance

Tax-Managed Growth Fund 1.2

December 31, 2011

Financial Highlights


	Class A

	Year Ended December 31,

	2011			2010			2009			2008			2007

Net asset value — Beginning of year	$	10.720		$	9.640		$	7.960		$	12.130		$	11.770





Income (Loss) From Operations

Net investment income⁽¹⁾	$	0.104		$	0.084		$	0.102		$	0.133		$	0.124
Net realized and unrealized gain (loss)		(0.083	)		1.088			1.697			(4.150	)		0.365


Total income (loss) from operations	$	0.021		$	1.172		$	1.799		$	(4.017	)	$	0.489





Less Distributions

From net investment income	$	(0.111	)	$	(0.092	)	$	(0.117	)	$	(0.153	)	$	(0.128	)
Tax return of capital		—			—			(0.002	)		—			(0.001	)


Total distributions	$	(0.111	)	$	(0.092	)	$	(0.119	)	$	(0.153	)	$	(0.129	)



Net asset value — End of year	$	10.630		$	10.720		$	9.640		$	7.960		$	12.130



Total Return⁽²⁾		0.20	%		12.15	%		22.59	%		(33.10	)%		4.13	%





Ratios/Supplemental Data

Net assets, end of year (000’s omitted)	$	278,401		$	332,251		$	337,780		$	321,130		$	645,235
Ratios (as a percentage of average daily net assets):
Expenses⁽³⁾⁽⁴⁾		1.04	%		1.06	%		1.09	%		1.02	%		0.96	%
Net investment income		0.96	%		0.86	%		1.23	%		1.28	%		1.01	%
Portfolio Turnover of the Portfolio		2	%		2	%		3	%		3	%		6	%


⁽¹⁾		Computed using average shares outstanding.
⁽²⁾		Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.
⁽³⁾		Includes the Fund’s share of the Portfolio’s allocated expenses.
⁽⁴⁾		Excludes the effect of custody fee credits, if any, of less than 0.005%.

See Notes to Financial Statements.

Eaton Vance

Tax-Managed Growth Fund 1.2

December 31, 2011

Financial Highlights — continued


	Class B

	Year Ended December 31,

	2011			2010			2009			2008			2007

Net asset value — Beginning of year	$	10.530		$	9.450		$	7.780		$	11.820		$	11.460





Income (Loss) From Operations

Net investment income⁽¹⁾	$	0.019		$	0.009		$	0.042		$	0.053		$	0.031
Net realized and unrealized gain (loss)		(0.079	)		1.071			1.648			(4.030	)		0.359


Total income (loss) from operations	$	(0.060	)	$	1.080		$	1.690		$	(3.977	)	$	0.390





Less Distributions

From net investment income	$	—		$	—		$	(0.020	)	$	(0.063	)	$	(0.030	)
Tax return of capital		—			—			(0.000	)⁽²⁾		—			(0.000	)⁽²⁾


Total distributions	$	—		$	—		$	(0.020	)	$	(0.063	)	$	(0.030	)



Net asset value — End of year	$	10.470		$	10.530		$	9.450		$	7.780		$	11.820



Total Return⁽³⁾		(0.57	)%		11.43	%		21.71	%		(33.64	)%		3.39	%





Ratios/Supplemental Data

Net assets, end of year (000’s omitted)	$	19,064		$	39,520		$	84,049		$	139,837		$	279,132
Ratios (as a percentage of average daily net assets):
Expenses⁽⁴⁾⁽⁵⁾		1.80	%		1.81	%		1.85	%		1.77	%		1.71	%
Net investment income		0.18	%		0.10	%		0.53	%		0.53	%		0.26	%
Portfolio Turnover of the Portfolio		2	%		2	%		3	%		3	%		6	%


⁽¹⁾		Computed using average shares outstanding.
⁽²⁾		Less than $0.001 per share.
⁽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 Growth Fund 1.2

December 31, 2011

Financial Highlights — continued


	Class C

	Year Ended December 31,

	2011			2010			2009			2008			2007

Net asset value — Beginning of year	$	10.470		$	9.420		$	7.780		$	11.820		$	11.470





Income (Loss) From Operations

Net investment income⁽¹⁾	$	0.022		$	0.010		$	0.039		$	0.054		$	0.031
Net realized and unrealized gain (loss)		(0.075	)		1.053			1.653			(4.032	)		0.356


Total income (loss) from operations	$	(0.053	)	$	1.063		$	1.692		$	(3.978	)	$	0.387





Less Distributions

From net investment income	$	(0.027	)	$	(0.013	)	$	(0.051	)	$	(0.062	)	$	(0.037	)
Tax return of capital		—			—			(0.001	)		—			(0.000	)⁽²⁾


Total distributions	$	(0.027	)	$	(0.013	)	$	(0.052	)	$	(0.062	)	$	(0.037	)



Net asset value — End of year	$	10.390		$	10.470		$	9.420		$	7.780		$	11.820



Total Return⁽³⁾		(0.50	)%		11.28	%		21.74	%		(33.65	)%		3.37	%





Ratios/Supplemental Data

Net assets, end of year (000’s omitted)	$	130,802		$	154,493		$	168,916		$	173,161		$	338,284
Ratios (as a percentage of average daily net assets):
Expenses⁽⁴⁾⁽⁵⁾		1.80	%		1.80	%		1.84	%		1.77	%		1.71	%
Net investment income		0.21	%		0.11	%		0.49	%		0.53	%		0.26	%
Portfolio Turnover of the Portfolio		2	%		2	%		3	%		3	%		6	%


⁽¹⁾		Computed using average shares outstanding.
⁽²⁾		Less than $0.001 per share.
⁽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 Growth Fund 1.2

December 31, 2011

Financial Highlights — continued


	Class I

	Year Ended December 31,

	2011			2010			2009			2008			2007

Net asset value — Beginning of year	$	10.740		$	9.660		$	7.970		$	12.160		$	11.790





Income (Loss) From Operations

Net investment income⁽¹⁾	$	0.135		$	0.103		$	0.115		$	0.127		$	0.145
Net realized and unrealized gain (loss)		(0.084	)		1.095			1.716			(4.132	)		0.385


Total income (loss) from operations	$	0.051		$	1.198		$	1.831		$	(4.005	)	$	0.530





Less Distributions

From net investment income	$	(0.141	)	$	(0.118	)	$	(0.139	)	$	(0.185	)	$	(0.158	)
Tax return of capital		—			—			(0.002	)		—			(0.002	)


Total distributions	$	(0.141	)	$	(0.118	)	$	(0.141	)	$	(0.185	)	$	(0.160	)



Net asset value — End of year	$	10.650		$	10.740		$	9.660		$	7.970		$	12.160



Total Return⁽²⁾		0.48	%		12.40	%		22.96	%		(32.92	)%		4.48	%





Ratios/Supplemental Data

Net assets, end of year (000’s omitted)	$	21,058		$	11,701		$	9,627		$	3,160		$	14,398
Ratios (as a percentage of average daily net assets):
Expenses⁽³⁾⁽⁴⁾		0.79	%		0.80	%		0.85	%		0.77	%		0.71	%
Net investment income		1.26	%		1.04	%		1.38	%		1.25	%		1.18	%
Portfolio Turnover of the Portfolio		2	%		2	%		3	%		3	%		6	%


⁽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⁾		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 Growth Funds 1.1 and 1.2

December 31, 2011

Notes to Financial Statements

1 Significant Accounting Policies

Eaton Vance Tax-Managed Growth Fund 1.1 (Tax-Managed Growth Fund 1.1) and Eaton Vance Tax-Managed Growth Fund 1.2 (Tax-Managed Growth Fund 1.2) (Each a “Fund”, and collectively the “Funds”) are diversified series of the 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. Each Fund currently offers Class A, Class B, Class C and Class I shares. Tax-Managed Growth Fund 1.1 Class S shares were issued in a one-time offering and are exempt from registration under the Securities Act of 1933. 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 Funds’ 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. Tax-Managed Growth Fund 1.1 is closed to new accounts. Each class represents pro-rata interest in each 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 a Fund. Each class of shares differs in its distribution plan and certain other class-specific expenses. Each Fund typically invests all of its investable assets in interests in Tax-Managed Growth Portfolio (the Portfolio), a Massachusetts business trust, having the same investment objective and policies as the Funds. The value of the each Fund’s investment in the Portfolio reflects the Funds’ proportionate interest in the net assets of the Portfolio (14.2% and 5.6% for Tax-Managed Growth Fund 1.1 and Tax-Managed Growth Fund 1.2, respectively, at December 31, 2011). The performance of each 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 Funds’ financial statements.

The following is a summary of significant accounting policies of the Funds. 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 — Each 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.

C Federal Taxes — Each 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 December 31, 2011, Tax-Managed Growth Fund 1.1, for federal income tax purposes, had realized capital losses of $2,624,873 and Tax-Managed Growth Fund 1.2 had a capital loss carryforward of $17,696,108 and realized capital losses of $1,235,492 which will reduce each Fund’s 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 each Fund of any liability for federal income or excise tax.

The amounts and expiration dates of the Tax-Managed Growth Fund 1.2 capital loss carryforwards are as follows:


Amount		Expiration Date


$ 1,943,650		December 31, 2013
$ 5,627,596		December 31, 2016
$10,124,862		December 31, 2017

For tax years beginning after December 22, 2010, current year net realized capital losses are treated as arising on the first day of a Fund’s next taxable year. Such capital losses are treated as realized prior to the utilization of the capital loss carryforward.

As of December 31, 2011, the Funds 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 December 31, 2011 remains subject to examination by the Internal Revenue Service.

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 Funds. Pursuant to the respective custodian agreements, SSBT receives a fee reduced by credits, which are determined based on the average daily cash balance each Fund maintains with SSBT. All credit balances, if any, used to reduce each Fund’s custodian fees are reported as a reduction of expenses in the Statements of Operations.

Eaton Vance

Tax-Managed Growth Funds 1.1 and 1.2

December 31, 2011

Notes to Financial Statements — continued

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 each 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, each Fund enters into agreements with service providers that may contain indemnification clauses. Each Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against each 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.

I Prior Period Adjustments — Subsequent to the issuance of the 2010 financial statements, management of Tax-Managed Growth Fund 1.1 determined that the Fund’s identified cost basis in the Portfolio was misstated in prior years as a result of misstatements in the recognition of realized gains. Such misstatements aggregated to a total of approximately $49,000,000. The correction of these misstatements results in offsetting decreases to the net realized gain and the net change in unrealized depreciation within the Statements of Changes in Net Assets of approximately $24,000,000 for the year ended December 31, 2010. Similar adjustments to these accounts amounting to approximately $25,000,000 were also made related to years ending prior to December 31, 2010. These changes had no effect on the Fund’s net asset value, net assets, net increase in net assets from operations, financial highlights, total return, taxable income, taxable realized gain (loss) or distributable earnings of the Fund for any year.

2 Distributions to Shareholders

It is the present policy of each 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 a Fund at the net asset value as of the ex-dividend date or, at the election of the shareholder, receive distributions in cash. The Funds distinguish 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 December 31, 2011 and December 31, 2010 was as follows:


	Year Ended December 31, 2011

	Tax-Managed		Tax-Managed
	Growth Fund 1.1		Growth Fund 1.2


Distributions declared from:
Ordinary income	$	12,214,658	$	3,487,335


	Year Ended December 31, 2010

	Tax-Managed		Tax-Managed
	Growth Fund 1.1		Growth Fund 1.2


Distributions declared from:
Ordinary income	$	11,203,127	$	3,118,383

Eaton Vance

Tax-Managed Growth Funds 1.1 and 1.2

December 31, 2011

Notes to Financial Statements — continued

During the year ended December 31, 2011, the following amounts were reclassified due to differences between book and tax accounting, primarily for expired capital loss carryforwards, redemptions in-kind, and foreign currency gain (loss):


	Tax-Managed			Tax-Managed
	Growth Fund 1.1			Growth Fund 1.2


Increase (decrease):
Paid-in capital	$	45,263,241		$	1,203,619
Accumulated net realized loss	$	(45,270,489	)	$	(1,206,552	)
Accumulated undistributed net investment income	$	7,248		$	2,933

These reclassifications had no effect on the net assets or net asset value per share of the Funds.

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


	Tax-Managed			Tax-Managed
	Growth Fund 1.1			Growth Fund 1.2


Ordinary income	$	60,758		$	13,249
Capital loss carryforwards and deferred capital losses	$	(2,624,873	)	$	(18,931,600	)
Net unrealized depreciation	$	(283,713,257	)	$	(52,002,491	)

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

3 Transactions with Affiliates

Eaton Vance Management (EVM) serves as the administrator to the Funds. EVM receives no compensation from Tax-Managed Growth Fund 1.1 for such services. For Tax-Managed Growth Fund 1.2, EVM receives a fee computed at an annual rate of 0.15% of the Fund’s average daily net assets. For the year ended December 31, 2011, the administration fee for Tax-Managed Growth Fund 1.2 amounted to $741,180. 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 Funds and receives from the transfer agent an aggregate fee based upon the actual expenses incurred by EVM in the performance of these services. Eaton Vance Distributors, Inc. (EVD), an affiliate of EVM and the Funds’ principal underwriter, received a portion of the sales charge on sales of Class A shares of the Funds for the year ended December 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). Sub-transfer agent fees earned by EVM and Class A sales charges that the Funds were informed were received by EVD for the year ended December 31, 2011 were as follows:


	EVM’s Sub-Transfer		EVD’s Class A
Fund	Agent Fees		Sales Charges


Tax-Managed Growth Fund 1.1	$	77,633	$	14,461
Tax-Managed Growth Fund 1.2		29,880		22,092

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

Eaton Vance

Tax-Managed Growth Funds 1.1 and 1.2

December 31, 2011

Notes to Financial Statements — continued

4 Distribution Plans

Each 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, each 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 each 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 December 31, 2011 for Class A shares amounted to the following:


	Class A
	Distribution and
Fund	Service Fees


Tax-Managed Growth Fund 1.1	$	2,342,145
Tax-Managed Growth Fund 1.2		766,554

Each 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, each 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 respective Fund. Each 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 Tax-Managed Growth Fund 1.1 for Class B and Class C shares sold, respectively, and 6.25% of the aggregate amount received by Tax-Managed Growth 1.2 for both 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 December 31, 2011, the Funds paid or accrued to EVD the following distribution fees, representing 0.75% of the average daily net assets of each Fund’s Class B and Class C shares:


	Class B		Class C
Fund	Distribution Fees		Distribution Fees


Tax-Managed Growth Fund 1.1	$	189,313	$	1,860,329
Tax-Managed Growth Fund 1.2		219,832		1,067,485

At December 31, 2011, the amounts of Uncovered Distribution Charges of EVD calculated under the Class B and Class C Plans were approximately as follows:


Fund	Class B		Class C


Tax-Managed Growth Fund 1.1	$	38,813,000	$	106,186,000
Tax-Managed Growth Fund 1.2		13,779,000		30,770,000

Pursuant to the Class B and Class C Plans, each 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 Class B and Class C sales commissions and distribution fees 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 December 31, 2011 amounted to the following:


	Class B		Class C
Fund	Service Fees		Service Fees


Tax-Managed Growth Fund 1.1	$	63,104	$	620,110
Tax-Managed Growth Fund 1.2		73,277		355,828

Pursuant to a servicing agreement, the Tax-Managed Growth Fund 1.1 pays EVD a service fee of 0.10% per annum of its average daily net assets attributable to Class S shares, all of which is paid by EVD to a subagent. Service fees paid or accrued for the year ended December 31, 2011 amounted to $12,435 for Class S shares.

Eaton Vance

Tax-Managed Growth Funds 1.1 and 1.2

December 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 Funds’ 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 Funds. For the year ended December 31, 2011, the Funds were informed that EVD received approximately the following amounts of CDSCs paid by Class A, Class B, and Class C shareholders:


Fund	Class A		Class B		Class C


Tax-Managed Growth Fund 1.1	$	628	$	29,437	$	4,050
Tax-Managed Growth Fund 1.2		2,352		25,207		3,142

6 Investment Transactions

For the year ended December 31, 2011, increases and decreases in each Fund’s investment in the Portfolio aggregated, as follows:


Fund	Increases		Decreases


Tax-Managed Growth Fund 1.1	$	11,049,332	$	195,934,348
Tax-Managed Growth Fund 1.2		3,678,406		96,563,138

Decreases in each Fund’s investment in the Portfolio include distributions of common stock as the result of redemptions in-kind, as follows:


	Redemptions
Fund	in-kind


Tax-Managed Growth 1.1	$	154,325,366
Tax-Managed Growth 1.2		74,988,291

7 Shares of Beneficial Interest

Each 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 Funds) and classes. Sales and redemptions of Class I shares include shares purchased and redeemed in connection with the ReFlow liquidity program, a program designed to provide an alternative liquidity source for mutual funds experiencing net redemptions of their shares. Transactions in Fund shares were as follows:


Tax-Managed Growth Fund 1.1
	Year Ended December 31,
Class A	2011			2010


Sales		178,221			213,782
Issued to shareholders electing to receive payments of distributions in Fund shares		371,080			335,538
Redemptions		(6,361,497	)		(7,791,044	)
Exchange from Class B shares		421,724			804,191


Net decrease		(5,390,472	)		(6,437,533	)

Eaton Vance

Tax-Managed Growth Funds 1.1 and 1.2

December 31, 2011

Notes to Financial Statements — continued


	Year Ended December 31,
Class B	2011			2010


Sales		32,412			45,832
Issued to shareholders electing to receive payments of distributions in Fund shares		1,354			524
Redemptions		(166,001	)		(359,335	)
Exchange to Class A shares		(434,679	)		(830,306	)


Net decrease		(566,914	)		(1,143,285	)




	Year Ended December 31,
Class C	2011			2010


Sales		72,466			91,990
Issued to shareholders electing to receive payments of distributions in Fund shares		45,995			34,961
Redemptions		(1,741,356	)		(2,372,754	)


Net decrease		(1,622,895	)		(2,245,803	)




	Year Ended December 31,
Class I	2011			2010


Sales		7,859,865			9,071,768
Issued to shareholders electing to receive payments of distributions in Fund shares		5,639			1,617
Redemptions		(7,347,956	)		(9,131,361	)


Net increase (decrease)		517,548			(57,976	)




	Year Ended December 31,
Class S	2011			2010


Issued to shareholders electing to receive payments of distributions in Fund shares		497			1,264
Redemptions		(31,006	)		(239,534	)


Net decrease		(30,509	)		(238,270	)


Tax-Managed Growth Fund 1.2
	Year Ended December 31,
Class A	2011			2010


Sales		924,593			1,305,634
Issued to shareholders electing to receive payments of distributions in Fund shares		233,854			212,676
Redemptions		(7,333,924	)		(9,392,897	)
Exchange from Class B shares		1,355,976			3,818,677


Net decrease		(4,819,501	)		(4,055,910	)

Eaton Vance

Tax-Managed Growth Funds 1.1 and 1.2

December 31, 2011

Notes to Financial Statements — continued


	Year Ended December 31,
Class B	2011			2010


Sales		64,356			138,678
Redemptions		(612,752	)		(1,372,426	)
Exchange to Class A shares		(1,385,911	)		(3,904,320	)


Net decrease		(1,934,307	)		(5,138,068	)




	Year Ended December 31,
Class C	2011			2010


Sales		442,192			475,076
Issued to shareholders electing to receive payments of distributions in Fund shares		26,584			13,231
Redemptions		(2,636,419	)		(3,675,027	)


Net decrease		(2,167,643	)		(3,186,720	)




	Year Ended December 31,
Class I	2011			2010


Sales		8,617,562			11,372,183
Issued to shareholders electing to receive payments of distributions in Fund shares		17,596			4,230
Redemptions		(7,747,179	)		(11,284,074	)


Net increase		887,979			92,339

Eaton Vance

Tax-Managed Growth Funds 1.1 and 1.2

December 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 Growth Fund 1.1 and Eaton Vance Tax-Managed Growth Fund 1.2:

We have audited the accompanying statements of assets and liabilities of Eaton Vance Tax-Managed Growth Fund 1.1 and Eaton Vance Tax-Managed Growth Fund 1.2 (collectively the “Funds”) (each a fund constituting the Eaton Vance Mutual Funds Trust), as of December 31, 2011, and the related statements 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 Funds are not required to have, nor were we engaged to perform, an audit of their 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 Funds’ 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 positions of Eaton Vance Tax-Managed Growth Fund 1.1 and Eaton Vance Tax-Managed Growth Fund 1.2 as of December 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 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

February 27, 2012

Eaton Vance

Tax-Managed Growth Funds 1.1 and 1.2

December 31, 2011

Federal Tax Information (Unaudited)

The Form 1099-DIV you received in January 2012 showed 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 Funds. As required by the Internal Revenue Code and/or regulations, shareholders must be notified within 60 days of the Funds’ fiscal year end regarding the status of qualified dividend income for individuals and the dividends received deduction for corporations.

Qualified Dividend Income. Each Fund designates approximately the following amounts, 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 Growth Fund 1.1 $25,677,075

Tax Managed Growth Fund 1.2 $10,521,723

Dividends Received Deduction. Corporate shareholders are generally entitled to take the dividends received deduction on the portion of the Funds’ dividend distribution that qualifies under tax law. For the Funds’ fiscal 2011 ordinary income dividends, the following percentages qualify for the corporate dividends received deduction.

Tax Managed Growth Fund 1.1 100.00%

Tax Managed Growth Fund 1.2 100.00%

Tax-Managed Growth Portfolio

December 31, 2011

Portfolio of Investments


Common Stocks — 98.8%

Security	Shares		Value



Aerospace & Defense — 3.8%

Boeing Co. (The)		934,567	$	68,550,489
General Dynamics Corp.		473,021		31,413,324
Honeywell International, Inc.		290,022		15,762,696
Huntington Ingalls Industries, Inc.⁽¹⁾		2,546		79,639
Lockheed Martin Corp.		16,042		1,297,798
Northrop Grumman Corp.		15,277		893,399
Precision Castparts Corp.		4,749		782,588
Raytheon Co.		53,403		2,583,637
Rockwell Collins, Inc.		166,153		9,199,892
Textron, Inc.		33,277		615,292
United Technologies Corp.		2,449,740		179,051,496


			$	310,230,250




Air Freight & Logistics — 0.6%

C.H. Robinson Worldwide, Inc.		2,207	$	154,005
FedEx Corp.		265,004		22,130,484
United Parcel Service, Inc., Class B		383,848		28,093,835


			$	50,378,324




Auto Components — 0.3%

Johnson Controls, Inc.		744,539	$	23,274,289


			$	23,274,289




Automobiles — 0.0%⁽²⁾

Daimler AG		17,284	$	758,076
Harley-Davidson, Inc.		800		31,096


			$	789,172




Beverages — 5.6%

Beam, Inc.		88,199	$	4,518,435
Brown-Forman Corp., Class B		54,061		4,352,451
Coca-Cola Co. (The)		2,651,563		185,529,863
Coca-Cola Enterprises, Inc.		31,501		812,096
Molson Coors Brewing Co., Class B		186,000		8,098,440
PepsiCo, Inc.		3,719,529		246,790,749


			$	450,102,034




Biotechnology — 2.4%

Amgen, Inc.		2,819,831	$	181,061,349
Biogen Idec, Inc.⁽¹⁾		3,543		389,907
Gilead Sciences, Inc.⁽¹⁾		238,742		9,771,710


			$	191,222,966




Building Products — 0.0%⁽²⁾

Fortune Brands Home & Security, Inc.⁽¹⁾		11,600	$	197,548


			$	197,548




Capital Markets — 3.3%

Ameriprise Financial, Inc.		188,681	$	9,366,125
Bank of New York Mellon Corp. (The)		846,256		16,848,957
Charles Schwab Corp. (The)		684,916		7,712,154
E*TRADE Financial Corp.⁽¹⁾		4,593		36,560
Franklin Resources, Inc.		539,468		51,821,296
Goldman Sachs Group, Inc. (The)		520,182		47,040,058
Legg Mason, Inc.		96,941		2,331,431
Morgan Stanley		2,543,994		38,490,629
Northern Trust Corp.		709,098		28,122,827
State Street Corp.		759,119		30,600,087
T. Rowe Price Group, Inc.		492,243		28,033,239
UBS AG⁽¹⁾		29,488		348,843
Waddell & Reed Financial, Inc., Class A		273,635		6,777,939


			$	267,530,145




Chemicals — 1.5%

Air Products and Chemicals, Inc.		7,660	$	652,555
Ashland, Inc.		30,391		1,737,150
Dow Chemical Co. (The)		152,627		4,389,552
E.I. Du Pont de Nemours & Co.		926,356		42,408,578
Ecolab, Inc.		445,515		25,755,222
Monsanto Co.		492,901		34,537,573
PPG Industries, Inc.		109,400		9,133,806


			$	118,614,436




Commercial Banks — 2.7%

Bank of Montreal		26,370	$	1,445,340
BB&T Corp.		881,417		22,185,266
Comerica, Inc.		126,791		3,271,208
Fifth Third Bancorp		978,637		12,448,263
HSBC Holdings PLC		220,592		1,680,378
HSBC Holdings PLC ADR		424		16,154
KeyCorp		111,353		856,305
M&T Bank Corp.		17,293		1,320,148
PNC Financial Services Group, Inc.		131,464		7,581,529
Regions Financial Corp.		216,147		929,432
Royal Bank of Canada		148,562		7,570,719
Societe Generale		478,448		10,562,031
SunTrust Banks, Inc.		269,585		4,771,654
Synovus Financial Corp.		10,960		15,454
Toronto-Dominion Bank		17,915		1,340,221

See Notes to Financial Statements.

Tax-Managed Growth Portfolio

December 31, 2011

Portfolio of Investments — continued


Security	Shares		Value


Commercial Banks (continued)


Trustmark Corp.		102,713	$	2,494,899
U.S. Bancorp		2,567,729		69,457,069
Wells Fargo & Co.		2,602,025		71,711,809
Zions Bancorporation		38,805		631,745


			$	220,289,624




Commercial Services & Supplies — 0.1%

Cintas Corp.		56,948	$	1,982,360
Pitney Bowes, Inc.		15,870		294,230
Waste Management, Inc.		108,716		3,556,100


			$	5,832,690




Communications Equipment — 2.9%

Cisco Systems, Inc.		1,861,369	$	33,653,552
Juniper Networks, Inc.⁽¹⁾		109,780		2,240,610
Motorola Mobility Holdings, Inc.⁽¹⁾		44,378		1,721,866
Motorola Solutions, Inc.		50,718		2,347,736
Nokia Oyj ADR		192		925
QUALCOMM, Inc.		3,216,865		175,962,516
Telefonaktiebolaget LM Ericsson, Class B ADR		1,737,409		17,599,953


			$	233,527,158




Computers & Peripherals — 3.6%

Apple, Inc.⁽¹⁾		403,206	$	163,298,430
Dell, Inc.⁽¹⁾		3,911,409		57,223,913
EMC Corp.⁽¹⁾		2,586,992		55,723,808
Hewlett-Packard Co.		83,558		2,152,454
Lexmark International, Inc., Class A		9,624		318,266
NetApp, Inc.⁽¹⁾		417,589		15,145,953


			$	293,862,824




Construction Materials — 0.0%⁽²⁾

Vulcan Materials Co.		22,102	$	869,714


			$	869,714




Consumer Finance — 0.8%

American Express Co.		857,294	$	40,438,558
Capital One Financial Corp.		80,225		3,392,715
Discover Financial Services		830,375		19,929,000
SLM Corp.		10,200		136,680


			$	63,896,953




Distributors — 0.1%

Genuine Parts Co.		188,424	$	11,531,549


			$	11,531,549




Diversified Consumer Services — 0.0%⁽²⁾

Ascent Media Corp., Class A⁽¹⁾		755	$	38,293
H&R Block, Inc.		22,181		362,216


			$	400,509




Diversified Financial Services — 1.8%

Bank of America Corp.		1,612,000	$	8,962,720
CBOE Holdings, Inc.		40,000		1,034,400
Citigroup, Inc.		574,558		15,116,621
CME Group, Inc.		22,581		5,502,312
ING Groep NV ADR⁽¹⁾		191,170		1,370,689
IntercontinentalExchange, Inc.⁽¹⁾		13,162		1,586,679
JPMorgan Chase & Co.		3,166,561		105,288,153
Moody’s Corp.		179,602		6,048,996


			$	144,910,570




Diversified Telecommunication Services — 0.3%

AT&T, Inc.		341,172	$	10,317,041
CenturyLink, Inc.		4,871		181,201
Deutsche Telekom AG ADR		50,092		573,554
Frontier Communications Corp.		33,255		171,263
Verizon Communications, Inc.		380,097		15,249,492
Windstream Corp.		70,866		831,967


			$	27,324,518




Electric Utilities — 0.1%

Duke Energy Corp.		47,340	$	1,041,480
Exelon Corp.		9,202		399,091
Southern Co. (The)		68,451		3,168,597


			$	4,609,168




Electrical Equipment — 1.3%

Emerson Electric Co.		2,018,689	$	94,050,721	��
Rockwell Automation, Inc.		125,000		9,171,250


			$	103,221,971

See Notes to Financial Statements.

Tax-Managed Growth Portfolio

December 31, 2011

Portfolio of Investments — continued


Security	Shares		Value


Electronic Equipment, Instruments & Components — 0.4%

Corning, Inc.		2,468,521	$	32,041,403
Flextronics International, Ltd.⁽¹⁾		148,554		840,816
TE Connectivity, Ltd.		9,230		284,376


			$	33,166,595




Energy Equipment & Services — 1.8%

Baker Hughes, Inc.		136,681	$	6,648,164
Halliburton Co.		1,321,851		45,617,078
Schlumberger, Ltd.		1,334,018		91,126,770
Transocean, Ltd.		75,667		2,904,856


			$	146,296,868




Food & Staples Retailing — 3.3%

Costco Wholesale Corp.		873,262	$	72,760,190
CVS Caremark Corp.		1,361,063		55,504,149
Kroger Co. (The)		35,843		868,117
Safeway, Inc.		94,229		1,982,578
Sysco Corp.		440,121		12,908,749
Wal-Mart Stores, Inc.		1,891,173		113,016,499
Walgreen Co.		222,463		7,354,627


			$	264,394,909




Food Products — 3.3%

Archer-Daniels-Midland Co.		1,490,873	$	42,638,968
Campbell Soup Co.		54,780		1,820,887
ConAgra Foods, Inc.		1,631		43,059
General Mills, Inc.		38,796		1,567,746
H.J. Heinz Co.		7,500		405,300
Hershey Co. (The)		499,533		30,861,149
Kraft Foods, Inc., Class A		197,298		7,371,053
McCormick & Co., Inc.		10,600		534,452
Nestle SA		2,750,000		157,914,644
Sara Lee Corp.		1,147,930		21,718,836
Unilever NV		4,636		159,339


			$	265,035,433




Health Care Equipment & Supplies — 0.8%

Bard (C.R.), Inc.		25,000	$	2,137,500
Baxter International, Inc.		218,222		10,797,625
Becton, Dickinson and Co.		63,708		4,760,262
Boston Scientific Corp.⁽¹⁾		36,529		195,065
CareFusion Corp.⁽¹⁾		70,668		1,795,674
Covidien PLC		190,726		8,584,577
Intuitive Surgical, Inc.⁽¹⁾		14,000		6,482,140
Medtronic, Inc.		393,185		15,039,326
St. Jude Medical, Inc.		66,365		2,276,319
Stryker Corp.		131,368		6,530,303
Zimmer Holdings, Inc.⁽¹⁾		129,314		6,907,954


			$	65,506,745




Health Care Providers & Services — 0.8%

AmerisourceBergen Corp.		473,884	$	17,623,746
Cardinal Health, Inc.		186,462		7,572,222
CIGNA Corp.		58,467		2,455,614
Express Scripts, Inc.⁽¹⁾		281,972		12,601,329
Henry Schein, Inc.⁽¹⁾		104,029		6,702,588
McKesson Corp.		2,598		202,410
Medco Health Solutions, Inc.⁽¹⁾		125,104		6,993,314
PharMerica Corp.⁽¹⁾		7,250		110,055
UnitedHealth Group, Inc.		83,696		4,241,713
WellPoint, Inc.		53,673		3,555,836


			$	62,058,827




Hotels, Restaurants & Leisure — 3.0%

Carnival Corp.		533,768	$	17,422,188
International Game Technology		459,500		7,903,400
Interval Leisure Group, Inc.⁽¹⁾		5,349		72,800
Marriott International, Inc., Class A		401,544		11,713,038
Marriott Vacations Worldwide Corp.⁽¹⁾		40,154		689,043
McDonald’s Corp.		846,340		84,913,292
Starbucks Corp.		2,360,488		108,606,053
Yum! Brands, Inc.		210,518		12,422,667


			$	243,742,481




Household Durables — 0.2%

D.R. Horton, Inc.		417,028	$	5,258,723
Leggett & Platt, Inc.		250,608		5,774,008
Newell Rubbermaid, Inc.		37,838		611,084


			$	11,643,815




Household Products — 1.8%

Clorox Co. (The)		7,570	$	503,859
Colgate-Palmolive Co.		587,207		54,252,055
Kimberly-Clark Corp.		446,209		32,823,134
Procter & Gamble Co.		871,572		58,142,568


			$	145,721,616

See Notes to Financial Statements.

Tax-Managed Growth Portfolio

December 31, 2011

Portfolio of Investments — continued


Security	Shares		Value


Independent Power Producers & Energy Traders — 0.0%⁽²⁾

AES Corp. (The)⁽¹⁾		1,730	$	20,483


			$	20,483




Industrial Conglomerates — 2.1%

3M Co.		842,278	$	68,839,381
Danaher Corp.		42,064		1,978,691
General Electric Co.		5,476,694		98,087,590
Tyco International, Ltd.		22,764		1,063,306


			$	169,968,968




Insurance — 2.7%

Aegon NV ADR⁽¹⁾		5,088,862	$	20,457,225
Aflac, Inc.		115,848		5,011,584
Allstate Corp. (The)		964		26,423
Aon Corp.		25,900		1,212,120
Berkshire Hathaway, Inc., Class A⁽¹⁾		620		71,148,100
Berkshire Hathaway, Inc., Class B⁽¹⁾		939,471		71,681,637
Chubb Corp.		24,930		1,725,655
Cincinnati Financial Corp.		135,528		4,128,183
Hartford Financial Services Group, Inc.		10,762		174,883
Manulife Financial Corp.		65,344		693,953
Progressive Corp.		1,151,311		22,462,078
Torchmark Corp.		378,718		16,432,574
Travelers Companies, Inc. (The)		76,466		4,524,493


			$	219,678,908




Internet & Catalog Retail — 0.1%

Amazon.com, Inc.⁽¹⁾		40,982	$	7,093,984
HSN, Inc.		1		37


			$	7,094,021




Internet Software & Services — 2.3%

Akamai Technologies, Inc.⁽¹⁾		200,000	$	6,456,000
AOL, Inc.⁽¹⁾		5,317		80,287
eBay, Inc.⁽¹⁾		1,260,217		38,222,381
Google, Inc., Class A⁽¹⁾		213,496		137,897,066
IAC/InterActiveCorp		13,368		569,477
VeriSign, Inc.		14,758		527,156


			$	183,752,367




IT Services — 5.9%

Accenture PLC, Class A		2,738,000	$	145,743,740
Automatic Data Processing, Inc.		1,124,511		60,734,839
Broadridge Financial Solutions, Inc.		2,002		45,145
Fidelity National Information Services, Inc.		63,590		1,690,858
Fiserv, Inc.⁽¹⁾		39,943		2,346,252
International Business Machines Corp.		1,319,900		242,703,212
Paychex, Inc.		756,046		22,764,545
Total System Services, Inc.		32,405		633,842
Western Union Co.		54,638		997,690


			$	477,660,123




Leisure Equipment & Products — 0.0%⁽²⁾

Mattel, Inc.		22,565	$	626,404


			$	626,404




Life Sciences Tools & Services — 0.2%

Agilent Technologies, Inc.⁽¹⁾		445,580	$	15,564,109
Thermo Fisher Scientific, Inc.⁽¹⁾		18,700		840,939


			$	16,405,048




Machinery — 3.6%

Caterpillar, Inc.		121,309	$	10,990,595
Deere & Co.		2,623,301		202,912,332
Dover Corp.		370,952		21,533,764
Illinois Tool Works, Inc.		1,203,805		56,229,732
Parker Hannifin Corp.		30,763		2,345,679
WABCO Holdings, Inc.⁽¹⁾		1,156		50,170


			$	294,062,272




Media — 3.3%

CBS Corp., Class B		68,701	$	1,864,545
Comcast Corp., Class A		201,884		4,786,670
Comcast Corp., Special Class A		1,732,498		40,817,653
DIRECTV, Class A⁽¹⁾		20,703		885,260
Discovery Communications, Inc., Class A⁽¹⁾		7,555		309,528
Discovery Communications, Inc., Class C⁽¹⁾		7,555		284,823
Gannett Co., Inc.		5,643		75,447
Liberty Media Corp. - Capital, Class A⁽¹⁾		6,999		546,272
McGraw-Hill Cos., Inc. (The)		86,290		3,880,461
News Corp., Class A		97		1,730
Omnicom Group, Inc.		112,077		4,996,393
Time Warner Cable, Inc.		94,401		6,001,072
Time Warner, Inc.		367,299		13,274,186
Viacom, Inc., Class B		49,155		2,232,129
Walt Disney Co. (The)		4,865,456		182,454,600

See Notes to Financial Statements.

Tax-Managed Growth Portfolio

December 31, 2011

Portfolio of Investments — continued


Security	Shares		Value


Media (continued)


Washington Post Co., Class B		1,500	$	565,215
WPP PLC ADR		18,396		960,823


			$	263,936,807




Metals & Mining — 0.3%

Alcoa, Inc.		52,760	$	456,374
Freeport-McMoRan Copper & Gold, Inc.		450,000		16,555,500
Nucor Corp.		230,000		9,101,100


			$	26,112,974




Multiline Retail — 0.6%

Sears Holdings Corp.⁽¹⁾		410	$	13,030
Target Corp.		884,162		45,286,777


			$	45,299,807




Oil, Gas & Consumable Fuels — 7.6%

Anadarko Petroleum Corp.		968,900	$	73,956,137
Apache Corp.		2,144,112		194,213,665
BP PLC ADR		192,668		8,234,630
Chevron Corp.		604,906		64,361,998
ConocoPhillips		297,410		21,672,267
Devon Energy Corp.		568,727		35,261,074
Exxon Mobil Corp.		2,191,976		185,791,886
Hess Corp.		224,579		12,756,087
Marathon Oil Corp.		175,831		5,146,573
Marathon Petroleum Corp.		87,915		2,926,690
Murphy Oil Corp.		78,679		4,385,568
Royal Dutch Shell PLC ADR, Class A		76,110		5,562,880
Royal Dutch Shell PLC ADR, Class B		9,594		729,240
Spectra Energy Corp.		8,313		255,625
Williams Cos., Inc.		2,000		66,040


			$	615,320,360




Paper & Forest Products — 0.0%⁽²⁾

Neenah Paper, Inc.		975	$	21,762


			$	21,762




Personal Products — 0.0%⁽²⁾

Estee Lauder Cos., Inc. (The), Class A		13,035	$	1,464,091


			$	1,464,091




Pharmaceuticals — 9.0%

Abbott Laboratories		2,730,986	$	153,563,343
Allergan, Inc.		146,962		12,894,446
Bristol-Myers Squibb Co.		1,500,706		52,884,879
Eli Lilly & Co.		1,445,042		60,055,945
GlaxoSmithKline PLC ADR		455,612		20,789,576
Hospira, Inc.⁽¹⁾		3,662		111,215
Johnson & Johnson		2,364,918		155,091,322
Merck & Co., Inc.		1,125,878		42,445,601
Novo Nordisk A/S ADR		249,848		28,797,480
Pfizer, Inc.		6,015,315		130,171,417
Teva Pharmaceutical Industries, Ltd. ADR		1,671,886		67,477,319


			$	724,282,543




Real Estate Investment Trusts (REITs) — 0.0%⁽²⁾

Weyerhaeuser Co.		1,223	$	22,833


			$	22,833




Road & Rail — 0.2%

Norfolk Southern Corp.		24,192	$	1,762,629
Union Pacific Corp.		132,257		14,011,307


			$	15,773,936




Semiconductors & Semiconductor Equipment — 3.8%

Analog Devices, Inc.		560,289	$	20,047,140
Applied Materials, Inc.		1,065,614		11,412,726
Broadcom Corp., Class A⁽¹⁾		897,422		26,348,310
Cypress Semiconductor Corp.⁽¹⁾		52,742		890,812
Intel Corp.		8,524,340		206,715,245
Linear Technology Corp.		118,016		3,544,021
Maxim Integrated Products, Inc.		223,099		5,809,498
NVIDIA Corp.⁽¹⁾		284,500		3,943,170
Texas Instruments, Inc.		897,287		26,120,025
Xilinx, Inc.		23,107		740,810


			$	305,571,757




Software — 3.5%

Activision Blizzard, Inc.		846,350	$	10,427,032
Adobe Systems, Inc.⁽¹⁾		409,776		11,584,367
CA, Inc.		45,408		917,923
Microsoft Corp.		3,211,454		83,369,346
Oracle Corp.		6,882,809		176,544,051
Symantec Corp.⁽¹⁾		163,117		2,552,781


			$	285,395,500

See Notes to Financial Statements.

Tax-Managed Growth Portfolio

December 31, 2011

Portfolio of Investments — continued


Security	Shares		Value


Specialty Retail — 2.9%

Best Buy Co., Inc.		143,633	$	3,356,703
Gap, Inc. (The)		89,138		1,653,510
Home Depot, Inc. (The)		2,373,586		99,785,555
Limited Brands, Inc.		41,877		1,689,737
Lowe’s Companies, Inc.		655,831		16,644,991
Orchard Supply Hardware Stores Corp., Class A⁽¹⁾		19		0
Staples, Inc.		186,233		2,586,776
TJX Companies, Inc. (The)		1,701,405		109,825,693


			$	235,542,965




Textiles, Apparel & Luxury Goods — 3.7%

Coach, Inc.		10,800	$	659,232
Hanesbrands, Inc.⁽¹⁾		198,317		4,335,210
NIKE, Inc., Class B		3,056,944		294,597,693
VF Corp.		12,000		1,523,880


			$	301,116,015




Thrifts & Mortgage Finance — 0.0%⁽²⁾

Tree.com, Inc.⁽¹⁾		2	$	11


			$	11




Tobacco — 0.3%

Altria Group, Inc.		159,973	$	4,743,200
Philip Morris International, Inc.		231,705		18,184,208


			$	22,927,408




Wireless Telecommunication Services — 0.1%

America Movil SAB de CV ADR, Series L		61,000	$	1,378,600
Sprint Nextel Corp.⁽¹⁾		135,160		316,275
Vodafone Group PLC ADR		182,074		5,103,534


			$	6,798,409



Total Common Stocks
(identified cost $5,749,639,639)			$	7,979,039,473




Preferred Stocks — 0.0%⁽²⁾

Security	Shares		Value



Commercial Banks — 0.0%⁽²⁾

Wells Fargo & Co.⁽³⁾		166	$	0



Specialty Retail — 0.0%

Orchard Supply Hardware Stores Corp.		19		0


			$	0



Total Preferred Stocks
(identified cost $5,018)			$	0




Rights — 0.0%⁽²⁾

Security	Shares		Value



Pharmaceuticals — 0.0%⁽²⁾

Sanofi SA, Exp. 12/31/20⁽¹⁾		6,984	$	8,381



Total Rights
(identified cost $16,440)			$	8,381




Short-Term Investments — 0.9%

	Interest
Description	(000’s omitted)		Value


Eaton Vance Cash Reserves Fund, LLC, 0.06%⁽⁴⁾	$	70,802	$	70,801,999



Total Short-Term Investments
(identified cost $70,801,999)			$	70,801,999



Total Investments — 99.7%
(identified cost $5,820,463,096)			$	8,049,849,853



Other Assets, Less Liabilities — 0.3%			$	22,833,617



Net Assets — 100.0%			$	8,072,683,470

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⁾		Amount is less than 0.05%.

⁽³⁾		For fair value measurement disclosure purposes, security is categorized as Level 3 (see Note 6).

⁽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 December 31, 2011.

See Notes to Financial Statements.

Tax-Managed Growth Portfolio

December 31, 2011

Statement of Assets and Liabilities


Assets	December 31, 2011

Unaffiliated investments, at value (identified cost, $5,749,661,097)	$	7,979,047,854
Affiliated investments, at value (identified cost, $70,801,999)		70,801,999
Cash		1,078,936
Dividends receivable		13,978,693
Interest receivable from affiliated investment		3,290
Receivable for investments sold		9,597,076
Tax reclaims receivable		1,625,910


Total assets	$	8,076,133,758





Liabilities

Payable to affiliates:
Investment adviser fee	$	3,094,439
Trustees’ fees		12,625
Accrued expenses		343,224


Total liabilities	$	3,450,288


Net Assets applicable to investors’ interest in Portfolio	$	8,072,683,470





Sources of Net Assets

Net proceeds from capital contributions and withdrawals	$	5,843,155,794
Net unrealized appreciation		2,229,527,676


Total	$	8,072,683,470

See Notes to Financial Statements.

Tax-Managed Growth Portfolio

December 31, 2011

Statement of Operations


	Year Ended
Investment Income	December 31, 2011

Dividends (net of foreign taxes, $2,757,599)	$	173,262,258
Interest allocated from affiliated investment		96,694
Expenses allocated from affiliated investment		(10,791	)


Total investment income	$	173,348,161





Expenses

Investment adviser fee	$	39,558,185
Trustees’ fees and expenses		50,500
Custodian fee		1,183,682
Legal and accounting services		155,853
Miscellaneous		152,099


Total expenses	$	41,100,319


Deduct —
Reduction of custodian fee	$	49


Total expense reductions	$	49



Net expenses	$	41,100,270



Net investment income	$	132,247,891





Realized and Unrealized Gain (Loss)

Net realized gain —
Investment transactions⁽¹⁾	$	229,121,917
Investment transactions allocated from affiliated investment		3,986
Foreign currency transactions		50,322


Net realized gain	$	229,176,225


Change in unrealized appreciation (depreciation) —
Investments	$	(294,936,383	)
Foreign currency		(20,441	)


Net change in unrealized appreciation (depreciation)	$	(294,956,824	)



Net realized and unrealized loss	$	(65,780,599	)



Net increase in net assets from operations	$	66,467,292


⁽¹⁾		Includes $240,241,096 of net realized gains from redemptions in-kind.

See Notes to Financial Statements.

Tax-Managed Growth Portfolio

December 31, 2011

Statements of Changes in Net Assets


	Year Ended December 31,

Increase (Decrease) in Net Assets	2011			2010

From operations —
Net investment income	$	132,247,891		$	127,596,430
Net realized gain from investment transactions and foreign currency transactions		229,176,225			232,540,068
Net change in unrealized appreciation (depreciation) from investments and foreign currency		(294,956,824	)		705,390,449


Net increase in net assets from operations	$	66,467,292		$	1,065,526,947


Capital transactions —
Contributions	$	994,922,465		$	175,936,921
Withdrawals		(2,033,923,504	)		(1,675,725,915	)


Net decrease in net assets from capital transactions	$	(1,039,001,039	)	$	(1,499,788,994	)



Net decrease in net assets	$	(972,533,747	)	$	(434,262,047	)





Net Assets

At beginning of year	$	9,045,217,217		$	9,479,479,264


At end of year	$	8,072,683,470		$	9,045,217,217

See Notes to Financial Statements.

Tax-Managed Growth Portfolio

December 31, 2011

Supplementary Data


	Year Ended December 31,

Ratios/Supplemental Data	2011			2010			2009			2008			2007

Ratios (as a percentage of average daily net assets):
Expenses⁽¹⁾		0.48	%		0.48	%		0.47	%		0.45	%		0.44	%
Net investment income		1.53	%		1.43	%		1.86	%		1.84	%		1.52	%
Portfolio Turnover		2	%		2	%		3	%		3	%		6	%


Total Return		0.80	%		12.86	%		23.32	%		(32.76	)%		4.72	%



Net assets, end of year (000’s omitted)	$	8,072,683		$	9,045,217		$	9,479,479		$	10,602,743		$	19,864,161


⁽¹⁾		Excludes the effect of custody fee credits, if any, of less than 0.005%.

See Notes to Financial Statements.

Tax-Managed Growth Portfolio

December 31, 2011

Notes to Financial Statements

1 Significant Accounting Policies

Tax-Managed 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 for interestholders through investing in a diversified portfolio of equity securities. The Declaration of Trust permits the Trustees to issue interests in the Portfolio. At December 31, 2011, Eaton Vance Tax-Managed Growth Fund 1.0, Eaton Vance Tax-Managed Growth Fund 1.1, Eaton Vance Tax-Managed Growth Fund 1.2 and Eaton Vance Tax-Managed Equity Asset Allocation held an interest of 7.4%, 14.2%, 5.6%, and 1.4% respectively, in the Portfolio. In addition, an unregistered fund advised by the adviser to the Portfolio held 71.4% interest in the Portfolio.

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

A Investment Valuation — Equity securities (including common shares of closed-end investment companies) listed on a U.S. securities exchange generally are valued at the last sale or closing price on the day of valuation or, if no sales took place on such date, at the mean between the closing bid and asked prices therefore on the exchange where such securities are principally traded. Equity securities listed on the NASDAQ Global or Global Select Market generally are valued at the NASDAQ official closing price. Unlisted or listed securities for which closing sales prices or closing quotations are not available are valued at the mean between the latest available bid and asked prices or, in the case of preferred equity securities that are not listed or traded in the over-the-counter market, by a third party pricing service that will use various techniques that consider factors including, but not limited to, prices or yields of securities with similar characteristics, benchmark yields, broker/dealer quotes, quotes of underlying common stock, issuer spreads, as well as industry and economic events. The value of preferred equity securities that are valued by a pricing service on a bond basis will be adjusted by an income factor, to be determined by the investment adviser, to reflect the next anticipated regular dividend. 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. Short-term debt obligations purchased with a remaining maturity of sixty days or less are generally valued at amortized cost, which approximates market value. If short-term debt securities are acquired with a remaining maturity of more than sixty days, they will be valued by a pricing service. 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.

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

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

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

As of December 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 December 31, 2011 remains subject to examination by the Internal Revenue Service.

Tax-Managed Growth Portfolio

December 31, 2011

Notes to Financial Statements — continued

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.

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 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

The investment adviser fee is earned by Boston Management and Research (BMR), a subsidiary of EVM, as compensation for investment advisory services rendered to the Portfolio. The fee is computed at an annual rate of 0.625% of the Portfolio’s average daily net assets up to $500 million. The advisory fee on net assets of $500 million or more is reduced as follows:


	Annual Fee Rate
Average Daily Net Assets For the Month	(for each level)


$500 million but less than $1 billion		0.5625	%
$1 billion but less than $1.5 billion		0.5000	%
$1.5 billion but less than $7 billion		0.4375	%
$7 billion but less than $10 billion		0.4250	%
$10 billion but less than $15 billion		0.4125	%
$15 billion but less than $20 billion		0.4000	%
$20 billion but less than $25 billion		0.3900	%
$25 billion and over		0.3800	%

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 December 31, 2011, the Portfolio’s investment adviser fee amounted to $39,558,185 or 0.46% of the Portfolio’s average daily net assets.

Except for Trustees of the Portfolio who are not members of EVM’s or BMR’s organizations, officers and Trustees receive remuneration for their services to the Portfolio out of the investment adviser fee. Trustees of the Portfolio who are not affiliated with the investment adviser may elect to defer receipt of all or a percentage of their annual fees in accordance with the terms of the Trustees Deferred Compensation Plan. For the year ended December 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 $195,346,702 and $83,136,668, respectively, for the year ended December 31, 2011. In addition, investors contributed securities with a value of $18,120,479 and investments having an aggregate market value of $1,007,799,100 at dates of withdrawal were distributed in payment for capital withdrawals, during the year ended December 31, 2011.

Tax-Managed Growth Portfolio

December 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 December 31, 2011, as determined on a federal income tax basis, were as follows:


Aggregate cost	$	1,959,767,579



Gross unrealized appreciation	$	10,001,943,230
Gross unrealized depreciation		(3,911,860,956	)



Net unrealized appreciation	$	6,090,082,274

The net unrealized appreciation on foreign currency at December 31, 2011 on a federal income tax basis was $140,919.

5 Line of Credit

The Portfolio participates with other portfolios and funds managed by EVM and its affiliates in a $600 million unsecured line of credit agreement with a group of banks. Borrowings are made by the Portfolio solely to facilitate the handling of unusual and/or unanticipated short-term cash requirements. Interest is charged to the Portfolio based on its borrowings at an amount above either the Eurodollar rate or Federal Funds rate. In addition, a fee computed at an annual rate of 0.08% 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 December 31, 2011.

6 Fair Value Measurements

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


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

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

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

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 December 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	$	1,144,997,834	$	0		$	—	$	1,144,997,834
Consumer Staples		991,730,847		157,914,644			—		1,149,645,491
Energy		761,617,228		—			—		761,617,228
Financials		904,086,635		12,242,409			—		916,329,044
Health Care		1,059,476,129		—			—		1,059,476,129
Industrials		949,665,959		—			—		949,665,959
Information Technology		1,812,936,324		—			—		1,812,936,324
Materials		145,618,886		—			—		145,618,886
Telecommunication Services		34,122,927		—			—		34,122,927
Utilities		4,629,651		—			—		4,629,651



Total Common Stocks	$	7,808,882,420	$	170,157,053	*	$	—	$	7,979,039,473



Preferred Stocks	$	—	$	0		$	0	$	0
Rights		8,381		—			—		8,381
Short-Term Investments		—		70,801,999			—		70,801,999



Total Investments	$	7,808,890,801	$	240,959,052		$	0	$	8,049,849,853


*		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 Growth Portfolio

December 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
	Preferred Stocks


Balance as of December 31, 2010	$	—
Realized gains (losses)		—
Change in net unrealized appreciation (depreciation)*		(10	)
Cost of purchases		—
Proceeds from sales		—
Accrued discount (premium)		—
Transfers to Level 3**		10
Transfers from Level 3**		—



Balance as of December 31, 2011	$	0



Change in net unrealized appreciation (depreciation) on investments still held as of December 31, 2011*	$	(10	)


*		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 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 December 31, 2011 were valued at $0.

At December 31, 2011, the value of investments transferred between Level 1 and Level 2, if any, during the year then ended was not significant.

7 Legal Proceedings

In November 2010, the Portfolio was named as defendant and a putative member of the proposed defendant class of shareholders in the case entitled Official Committee of Unsecured Creditors (UCC) of the Tribune Company v. FitzSimons, et al. as a result of its ownership of shares in the Tribune Company (Tribune) in 2007 when Tribune effected a leveraged buyout transaction (LBO) and was converted to a privately held company. The UCC seeks to recover payments of the proceeds of the LBO. This adversary proceeding in the Bankruptcy Court has been stayed pending further order of the Bankruptcy Court. The value of the proceeds received by the Portfolio is approximately $48,237,000 (equal to 0.60% of net assets at December 31, 2011).

In addition, on June 2, 2011, another group of Tribune creditors filed multiple actions involving state law constructive fraudulent conveyance claims against former Tribune shareholders. The Portfolio also has been named in one or more of these lawsuits.

The Portfolio cannot predict the outcome of these proceedings or the effect, if any, on the Portfolio’s net asset value. The attorneys’ fees and costs related to these actions will be expensed by the Portfolio as incurred.

Tax-Managed Growth Portfolio

December 31, 2011

Report of Independent Registered Public Accounting Firm

To the Trustees and Investors of Tax-Managed Growth Portfolio:

We have audited the accompanying statement of assets and liabilities of Tax-Managed Growth Portfolio (the “Portfolio”), including the portfolio of investments, as of December 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 December 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 Growth Portfolio as of December 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

February 23, 2012

Eaton Vance

Tax-Managed Growth Fund 1.1

December 31, 2011

Management and Organization

Fund Management. The Trustees of Eaton Vance Mutual Funds Trust (the Trust) and Tax-Managed 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 180 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 the	Length of	Principal Occupation(s) and Directorships
Name and Year of Birth	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 180 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	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 Growth Fund 1.1

December 31, 2011

Management and Organization — continued


	Position(s)
	with the Trust
	and the	Length of	Principal Occupation(s) and Directorships
Name and Year of Birth	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 2003	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 the	Length of	Principal Occupation(s)
Name and Year of Birth	Portfolio	Service	During Past Five Years



Duncan W. Richardson 1957	President	Of the Trust since 2011 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 Growth Fund 1.1

December 31, 2011

Management and Organization — continued


	Position(s)
	with the Trust
	and the	Length of	Principal Occupation(s)
Name and Year of Birth	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).

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

Tax-Managed Growth Fund 1.2

December 31, 2011

Management and Organization


	Position(s)
	with the Trust
	and the	Length of	Principal Occupation(s) and Directorships
Name and Year of Birth	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 180 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	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 Growth Fund 1.2

December 31, 2011

Management and Organization — continued


	Position(s)
	with the Trust
	and the	Length of	Principal Occupation(s) and Directorships
Name and Year of Birth	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 2003	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 the	Length of	Principal Occupation(s)
Name and Year of Birth	Portfolio	Service	During Past Five Years



Duncan W. Richardson 1957	President	Of the Trust since 2011 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 Growth Fund 1.2

December 31, 2011

Management and Organization — continued


	Position(s)
	with the Trust
	and the	Length of	Principal Occupation(s)
Name and Year of Birth	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).

Eaton Vance

Tax-Managed Growth Funds 1.1 and 1.2

December 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 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.

Investment Adviser of Tax-Managed Growth Portfolio
Boston Management and Research

Two International Place

Boston, MA 02110

Administrator of Eaton Vance Tax-Managed Growth Funds 1.1 and 1.2
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.


4966-2/12	TGSRC1.1&2

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 Tax-Managed Growth Fund 1.1 and Eaton Vance Tax-Managed Growth Fund 1.2 (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 tables present the aggregate fees billed to each Fund for the Fund’s fiscal years ended December 31, 2010 and December 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 Tax-Managed Managed Growth Fund 1.1


Fiscal Years Ended	12/31/10		12/31/11
Audit Fees	$	13,900	$	14,020
Audit-Related Fees⁽¹⁾	$	0	$	0
Tax Fees⁽²⁾	$	6,190	$	6,250
All Other Fees⁽³⁾	$	1,000	$	300

Total	$	21,090	$	20,750

Eaton Vance Tax-Managed Managed Growth Fund 1.2


Fiscal Years Ended	12/31/10		12/31/11
Audit Fees	$	13,900	$	14,020
Audit-Related Fees⁽¹⁾	$	0	$	0
Tax Fees⁽²⁾	$	6,190	$	6,250
All Other Fees⁽³⁾	$	1,000	$	300

Total	$	21,090	$	20,750


¹⁾		Audit-related fees consist of the aggregate fees billed for assurance and related services that are reasonably related to the performance of the audit of financial statements and are not reported under the category of audit fees.

⁽²⁾		Tax fees consist of the aggregate fees billed for professional services rendered by the principal accountant relating to tax compliance, tax advice, and tax planning and specifically include fees for tax return preparation.

⁽³⁾		All other fees consist of the aggregate fees billed for products and services provided by the principal accountant other than audit, audit-related, and tax services.

The various Series comprising the Trust have differing fiscal year ends (January 31, September 30, October 31, November 30* 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*	10/31/10		12/31/10		1/31/11**		9/30/11		10/31/11		12/31/11
Audit Fees	$	527,835	$	90,920	$	21,550	$	31,865	$	522,885	$	135,300
Audit-Related Fees⁽¹⁾	$	0	$	0	$	0	$	0	$	0	$	0
Tax Fees⁽²⁾	$	258,500	$	27,000	$	11,500	$	15,580	$	250,180	$	51,570
All Other Fees⁽³⁾	$	28,500	$	4,900	$	500	$	600	$	22,300	$	1,500

Total	$	814,835	$	122,820	$	33,550	$	48,045	$	795,365	$	188,370


*		Information is not presented for fiscal years ended 1/31/10, 9/30/10, 11/30/10 or 11/30/11, 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*	10/31/10		12/31/10		1/31/11**		9/30/11		10/31/11		12/31/11
Registrant⁽¹⁾	$	287,000	$	31,900	$	12,000	$	16,180	$	272,480	$	53,070
Eaton Vance⁽²⁾	$	278,901	$	250,973	$	205,107	$	226,431	$	226,431	$	334,561


*		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 required in this filing.

Item 8. Portfolio Managers of Closed-End Management Investment Companies

Not required in this filing.

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers

Not required in this filing.

Item 10. Submission of Matters to a Vote of Security Holders

No Material Changes.

Item 11. Controls and Procedures

(a) It is the conclusion of the registrant’s principal executive officer and principal financial officer that the effectiveness of the registrant’s current disclosure controls and procedures (such disclosure controls and procedures having been evaluated within 90 days of the date of this filing) provide reasonable assurance that the information required to be disclosed by the registrant has been recorded, processed, summarized and reported within the time period specified in the Commission’s rules and forms and that the information required to be disclosed by the registrant has been accumulated and communicated to the registrant’s principal executive officer and principal financial officer in order to allow timely decisions regarding required disclosure.

(b) There have been no changes in the registrant’s internal controls over financial reporting during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 12. Exhibits


(a)(1)		Registrant’s Code of Ethics — Not applicable (please see Item 2).
(a)(2)(i)		Treasurer’s Section 302 certification.
(a)(2)(ii)		President’s Section 302 certification.
(b)		Combined Section 906 certification.

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Eaton Vance Mutual Funds Trust


By:		/s/ Duncan W. Richardson Duncan W. Richardson
		President

Date: February 27, 2012

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: February 27, 2012


By:		/s/ Duncan W. Richardson Duncan W. Richardson
		President

Date: February 27, 2012

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